Form F-6 Registration Statement Under The Securities (Page 2 of 5) in pdf

GENERAL INSTRUCTIONS

Eligibility Requirements for Use of Form F-6.

A. General. Form F-6 may be used for the registration under the Securities Act of 1933 (the “Securities

Act”) of Depositary Shares evidenced by American Depositary Receipts (“ADRs”) issued by a

depositary against the deposit of the securities of a foreign issuer (regardless of the physical location

of the certificates) if the following conditions are met:

(1) The holder of the ADRs is entitled to withdraw the deposited securities at any time subject only

to (i) temporary delays caused by closing transfer books of the depositary or the issuer of the

deposited securities or the deposit of shares in connection with voting at a shareholders’ meeting,

or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii)

compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of

deposited securities;

(2) The deposited securities are offered or sold in transactions registered under the Securities Act or

in transactions that would be exempt therefrom if made in the United States; and

(3) As of the filing date of this registration statement, the issuer of the deposited securities is reporting

pursuant to the periodic reporting requirements of section 13(a) or 15(d) of the Securities

Exchange Act of 1934 or the deposited securities are exempt therefrom by Rule 12g3-2(b) (§240.

l2g3-2(b) of this chapter) unless the issuer of the deposited securities concurrently files a

registration statement on another form for the deposited securities.

B. Registration of Deposited Securities. Form F-6 is available for registration of the Depositary Shares

only. The registration of the deposited securities, if necessary, shall be on any other form the registrant

is eligible to use. Alternatively, Depositary Shares may also be registered on any form used to register

the deposited securities if such registration statement also conforms to the requirements of Parts I and

II of Form F-6 and either the depositary or the legal entity created by the agreement for the issuance of

ADRs signs the registration statement with respect to the disclosure and undertakings made in response

to such requirements. The amount of fees charged need not be disclosed in the prospectus if the

depositary makes and follows the undertakings in Item 4(c) and if the prospectus lists the various

services for which fees may be charged, states that such fees may differ from those other depositaries

charge, states that the fee schedule is available without charge from the depositary, and states that each

registered holder of an ADR will receive thirty days notice of a change in the fee schedule.

II. Amount of Securities; Filing Fee

An ADR evidences one or more Depositary Shares, as defined in Rule 405 (§230.405 of this chapter). The

registration statement relates to Depositary Shares, not the number of physical certificates issued. For example,

if an ADR is issued against a Depositary Share, which equals two common shares in a foreign issuer, the

registration of 100,000 Depositary Shares represents 200,000 common shares. If the depositary issues a certificate

for 10,000 Depositary Shares and another for 15,000 Depositary Shares, then 75,000 (100,000 minus 25,000)

Depositary Shares (not 99,998) remain available for distribution under the registration statement.

Rule 457(k) (§230.457(k) of this chapter) describes the method of computing the filing fee.

III. Application of General Rules and Regulations

A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly

Regulation C (§230.400 et seq. of this chapter). That Regulation contains general requirements

regarding the preparation and filing of registration statements.

Form F-6 Registration Statement Under The Securities Page 2