Form F-3 - Registration Statement - 2011 (Page 11 of 13) in pdf

Instruction

1. For a registrant’s fiscal years ending before December 15, 2011, financial statements or information required

to be furnished by this Item shall be reconciled pursuant to either Item 17 or 18 of Form 20-F, whichever is applicable to the

primary fi nancial statements. For a registrant’s fi scal years ending on or after December 15, 2011, fi nancial statements or

information required to be furnished by this Item shall be reconciled pursuant to Item 18 of Form 20-F.

2. Material changes to be disclosed pursuant to Item 5(a) include changes in and disagreements with registrant’s

certifying accountant. For the registrant’s ﬁscal years ending on or after December 15, 2009, disclosure pursuant to Item 16F

of Form 20-F should be provided as of the date of the registration statement or prospectus.

Item 6. Incorporation of Certain Information by Reference.

(a) The registrant’s latest Form 20-F, Form 40-F, Form 10-K or Form 10 filed pursuant to the Exchange Act shall be incorporated

by reference. Any report on Form 10-Q or Form 8-K filed since the date of filing of the annual report incorporated by

reference also shall be incorporated by reference. If capital stock is to be registered and securities of the same class

are registered under Section 12 of the Exchange Act, the description of such class of securities which is contained in

a registration statement filed under the Exchange Act, including any amendment or reports filed for the purpose of

updating such description, shall be incorporated by reference.

Instruction

If the registrant’s latest fi ling on Form 20-F, Form 40-F or Form 10-K is amended to include the information specifi ed

in Item 18 of Form 20-F, the prospectus shall state that the Form 20-F, Form 40-F or Form 10-K has been so amended.

Reference is made to the Transaction Requirements in General Instruction I.B. that, in some cases, require the fi nancial

statements in the Form 20-F, Form 40-F or Form 10-K to comply with Item 18 of Form 20-F as a condition for eligibility

to use Form F-3.

(b) The prospectus shall also state that all subsequent annual reports filed on Form 20-F, Form 40-F or Form 10-K, and all

subsequent filings on Forms 10-Q and 8-K filed by the registrant pursuant to the Exchange Act, prior to the termination

of the offering, shall be deemed to be incorporated by reference into the prospectus.

intends to incorporate any Form 6-K subsequently submitted to the Commission, the prospectus shall state that the

registrant may incorporate such Forms 6-K by identifying in such Forms that they are being incorporated by reference

into this Form.

(d) You must state

(1) that you will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of

any or all of the information that has been incorporated by reference in the prospectus but not delivered with the

prospectus;

(2) that you will provide this information upon written or oral request;

(3) that you will provide this information at no cost to the requester; and

(4) the name, address, and telephone number to which the request for this information must be made.

Note to Item 6(d). If you send any of the information that is incorporated by reference in the prospectus to security

holders, you also must send any exhibits that are specifically incorporated by reference in that information.

(e) You must

(1) identify the reports and other information that you file with the SEC; and

(2) state that the public may read and copy any materials you file with the SEC at the SEC’s Public Reference Room at 100

F Street, N.E., Washington, D.C. 20549. State that the public may obtain information on the operation of the Public

Form F-3 - Registration Statement - 2011 Page 11