Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 66
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69(b)
All instruments defining the rights of holders of long-term debt issued by you or any subsidiary for which you are
required to file consolidated or unconsolidated financial statements, except that you do not have to file:
(i)
Any instrument relating to long-term debt that is not being registered on this registration statement, if the total
amount of securities authorized under that instrument does not exceed 10% of the total assets of you and your
subsidiaries on a consolidated basis and you have filed an agreement to furnish us a copy of the instrument
if we request it;
(ii)
Any instrument relating to a class of securities if, on or before the date you deliver the securities being registered,
you take appropriate steps to assure that class of securities will be redeemed or retired; or
(iii)
Copies of instruments evidencing script certificates for fractions of shares.
(c)
A copy of the indenture, if the securities being registered are or will be issued under an indenture qualified under the
Trust Indenture Act of 1939. Include a reasonably itemized and informative table of contents and a cross-reference
sheet showing the location in the indenture of the provisions inserted pursuant to sections 310 through 318(a) inclusive
of the Trust Indenture Act.
3.
Any voting trust agreements and any amendments to those agreements.
4.
(a)
Every contract that is material to you and (i) is to be performed in whole or in part on or after the date you file the
registration statement or (ii) was entered into not more than two years before the filing date. Only file a contract if you
or your subsidiary is a party or has succeeded to a party by assumption or assignment or if you or your subsidiary
has a beneficial interest.
(b)
If a contract is the type that ordinarily accompanies the kind of business you and your subsidiaries conduct, we will
consider it have been made in the ordinary course of business and will not require you to file it, unless it falls within
one or more of the following categories. Even if it falls into one of these categories, you do not have to file the contract
if it is immaterial in amount or significance.
(i)
Any contract to which (A) directors, (B) officers, (C) promoters, (D) voting trustees or (E) security holders named
in the registration statement are parties, unless the contract involves only the purchase or sale of current assets
that have a determinable market price and the assets are purchased or sold at that price;
(ii)
Any contract upon which your business is substantially dependent. Examples of these types of contracts might
be (a) continuing contracts to sell the major part of your products or services or to purchase the major part of
your requirement of goods, services or raw materials, or (b) any franchise or license or other agreement to use
a patent, formula, trade secret, process or trade name if your business depends to a material extent on that patent,
formula, trade secret processor trade name;
(iii)
Any contract for the acquisition or sale of any property, plant or equipment if the consideration exceeds 15%
of your fixed assets on a consolidated basis; or
(iv)
Any material lease under which you hold part of the property described in the registration statement.
(c)
We will consider any management contract or compensatory plan, contract or arrangement in which your directors
or members of your administrative, supervisory or management bodies participate to be material. File these management
contracts or compensatory plans, contracts or arrangements unless they fall into one of the following categories:
(i)
Ordinary purchase and sale agency agreements;
(ii)
Agreements with managers of stores in a chain or similar organization;
(iii)
Contracts providing for labor or salesmen’s bonuses or for payments to a class of security holders in their
capacity as security holders;
(iv)
Any compensatory plan, contract or arrangement that is available by its terms to employees, officers or directors
generally, if the operation of the plan, contract or arrangement uses the same method to allocate benefits to
66
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