Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 57
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69(ii) Cause it to be unwilling to rely on management’s representations or be associated with the registrant’s financial statements;
and
(2) Due to the accountant’s resignation (due to audit scope limitations or otherwise) or dismissal, or for any other reason, the
accountant did not so expand the scope of its audit or conduct such further investigation; or
(D)(1) The accountant’s having advised the registrant that information has come to the accountant’s attention that it has
concluded materially impacts the fairness or reliability of either (i) a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the
most recent financial statements covered by an audit report (including information that, unless resolved to the accountant’s
satisfaction, would prevent it from rendering an unqualified audit report on those financial statements); and
(2) Due to the accountant’s resignation, dismissal or declination to stand for reelection, or for any other reason, the issue has
not been resolved to the accountant’s satisfaction prior to its resignation, dismissal or declination to stand for re-election.
(2) If during the registrant’s two most recent fiscal years or any subsequent interim period, a new independent
accountant has been engaged as either the principal accountant to audit the registrant’s financial statements, or as an
independent accountant to audit a significant subsidiary and on whom the principal accountant is expected to express reliance
in its report, then the registrant shall identify the newly engaged accountant and indicate the date of such accountant’s
engagement. In addition, if during the registrant’s two most recent fiscal years, and any subsequent interim period prior to
engaging that accountant, the registrant (or someone on its behalf) consulted the newly engaged accountant regarding:
(i) Either: The application of accounting principles to a specified transaction, either completed or proposed; or the
type of audit opinion that might be rendered on the registrant’s financial statements, and either a written report was provided
to the registrant or oral advice was provided that the new accountant concluded was an important factor considered by the
registrant in reaching a decision as to the accounting, auditing or financial reporting issue; or
(ii) Any matter that was either the subject of a disagreement (as defined in Item 16F(a)(1)(iv) and the related
instructions to this Item) or a reportable event (as described in Item 16F(a)(1)(v), then the registrant shall:
(A) So state and identify the issues that were the subjects of those consultations;
(B) Briefly describe the views of the newly engaged accountant as expressed orally or in writing to the
registrant on each such issue and, if written views were received by the registrant, file them as an exhibit to the annual report
requiring compliance with this Item 16F(a);
(C) State whether the former accountant was consulted by the registrant regarding any such issues, and if so, provide a
summary of the former accountant’s views; and
(D) Request the newly engaged accountant to review the disclosure required by this Item 16F(a) before it is filed with the
Commission and provide the new accountant the opportunity to furnish the registrant with a letter addressed to the
Commission containing any new information, clarification of the registrant’s expression of its views, or the respects in which it
does not agree with the statements made by the registrant in response to Item 16F(a). The registrant shall file any such letter as
an exhibit to the annual report containing the disclosure required by this Item.
(3) The registrant shall provide the former accountant with a copy of the disclosures it is making in response to this Item
16F(a). The registrant shall request the former accountant to furnish the registrant with a letter addressed to the Commission
stating whether it agrees with the statements made by the registrant in response to this Item 16F(a) and, if not, stating the
respects in which it does not agree. The registrant shall file the former accountant’s letter as an exhibit to the annual report or
registration statement containing this disclosure. If the change in accountants occurred less than 30 days prior to the filing of
the annual report or registration statement and the former accountant’s letter is unavailable at the time of the filing, then the
registrant shall request the former accountant to provide the letter as promptly as possible so that the registrant can file the
letter with the Commission within ten business days after the filing of the annual report or registration statement. In either case,
the former accountant may provide the registrant with an interim letter highlighting specific areas of concern and indicating
that a more detailed letter will be forthcoming. If not filed with the annual report or registration statement containing the
57
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