Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 67
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69management and nonmanagment participants; and
(v)
Public filing of the management contract or compensatory plan, contract or arrangement, or portion thereof, is
not required in the company’s home country and is not otherwise publicly disclosed by the company.
If you are filing compensatory plans, contracts or arrangements, only file copies of the plans and not copies of each
individual’s personal agreement under the plans, unless there are particular provisions in a personal agreement that should
be filed as an exhibit so investors will understand that individual’s compensation under the plan.
5.
A list showing the number and a brief identification of each material foreign patent for an invention not covered by a United
States patent, but only if we request you to file the list.
6.
A statement explaining in reasonable detail how earnings per share information was calculated, unless the computation is
clear from material contained in the registration statement or report.
7.
A statement explaining in reasonable detail how any ratio of earning to fixed charges, any ratio of earnings to combined fixed
charges and preferred stock dividends or any other ratios in the registration statement or report were calculated.
8.
A list of all your subsidiaries, their jurisdiction of incorporation and the names under which they do business. You may omit
the names of subsidiaries that, in the aggregate, would not be a “significant subsidiary” as defined in rule 1-02(w) of Regulation
S-X as of the end of the year covered by the report. You may omit the names of multiple wholly owned subsidiaries carrying
on the same line of business, such as chain stores or service stations, if you give the name of the immediate parent company,
the line of business and the number of omitted subsidiaries broken down by U.S. and foreign operations.
9.
Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for
initial public offerings of securities.
10.
Any notice required by Rule 104 of Regulation BTR (17 CFR 245.104 of this chapter) that you sent during the past fiscal year
to directors and executive officers (as defined in 17 CFR 245.100(d) and (h) of this chapter) concerning any equity security
subject to a blackout period (as defined in 17 CFR 245.100(c) of this chapter) under Rule 101 of Regulation BTR (17 CFR 245.101
of this chapter). Each notice must have included the information specified in 17 CFR 245.104(b) of this chapter.
Note: The exhibit requirement in paragraph (10) applies only to an annual report, and not to a registration statement, on Form
20-F. The Commission will consider the attachment of any Rule 104 notice as an exhibit to a timely filed Form 20-F annual report
to satisfy an issuer’s duty to notify the Commission of a blackout period in a timely manner. Although an issuer need not
submit a Rule 104 notice under cover of a Form 6-K, if an issuer has already submitted this notice under cover of Form 6-K, it
need not attach the notice as an exhibit to a Form 20-F annual report.
11.
Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 16B of Form 20-F, to the extent
that the registrant intends to satisfy the Item 16B requirements through filing of an exhibit.
12. The certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)) exactly as
set forth below:
CERTIFICATIONS*
I, [identify the certifying individual], certify that:
1. I have reviewed this annual report on Form 20-F of [identify company];
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the
periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
67
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