1 SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 210, 228, 229, 230, 239, 240, 249 and 260 [RELEASE NOS. 33-7637; 34-41014; INTERNATIONAL SERIES RELEASE NO. 1182] FILE NO. S7-3-99 RIN: 3235-AH62 INTERNATIONAL DISCLOSURE STANDARDS AGENCY: Securities and Exchange Commission ACTION: Notice of Proposed Rulemaking COMMENTS DUE: April 12, 1999 SUMMARY: The Securities and Exchange Commission (the "Commission") is proposing to improve the comparability of information provided to investors and securities markets by issuers offering or listing securities in multiple markets. To achieve this goal, we are proposing to revise our disclosure requirements for foreign private issuers to conform to the international disclosure standards endorsed by the International Organization of Securities Commissions in September 1998. Under this proposal, the international disclosure standards would replace most of the non-financial statement disclosure requirements of Form 20-F, the basic disclosure document for foreign private issuers. We would make conforming changes to the registration statements used by foreign private issuers under the Securities Act of 1933, to reflect the changes in Form 20-F. We also are taking this opportunity to propose changes in the definition of "foreign private issuer" to give clearer guidance on how foreign companies should determine whether their shareholders are U.S. residents. DATES: You should send us your comments so that they arrive at the Commission on or before [insert date 60 days after Federal Register publication]. ADDRESSES: You should send three copies of your comments to Jonathan G. Katz, Secretary, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Stop 6-9, Washington, D.C. 20549. You also may submit your comments electronically to the following electronic mail address: rule-comments@sec.gov. All comment letters should refer to File No. S7-3-99; you should include this file number in the subject line if you use electronic mail. Comment letters will be available for public inspection and copying at our Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. We will post electronically submitted comment letters on our Internet Web site (http://www.sec.gov). FOR FURTHER INFORMATION CONTACT: Sandra Folsom Kinsey, Senior International Counsel, or Rani Doyle, Staff Attorney, in the Office of International Corporate Finance, Division of Corporation Finance at (202) 942-2990. SUPPLEMENTARY INFORMATION: We propose amendments to Form 20- F[1] under the Securities Exchange Act of 1934.[2] As part of those amendments, we propose to delete Rule 3-19 under Regulation S-X.[3] We propose amendments to Rule 3-20 under Regulation S- X,[4] Items 402, 512, and 601 of Regulation S-K,[5] Rules 175, 434 and 463 of Regulation C,[6] Forms F-1, F-2, F-3, F-4, F-6 and S-11[7] under the Securities Act of 1933,[8] Exchange Act Rules 3b-6, 13a-10 and 15d-10,[9] and Rule 0-11 under the Trust Indenture Act of 1939[10] to correct references to the items in Form 20-F which would be revised in connection with the amendments to Form 20-F We propose amendments to Rules 3-01, 3-02 and 3-12 under Regulation S-X[11] and to Item 310 of Regulation S-B[12] to correct references to Rule 3-19. We also propose to revise the definition of foreign private issuer in Securities Act Rule 405[13] and Exchange Act Rule 3b-4.[14] I. EXECUTIVE SUMMARY It is becoming more common for companies to increase their global presence and lower their cost of capital by listing on foreign securities markets and raising capital outside their home country. When companies offer or list their securities outside their home market, however, they often face a variety of different, and sometimes conflicting, regulatory systems. The Commission has recognized this problem, and many of our initiatives for foreign issuers have had the goal of reducing barriers to cross-border offerings and listings in the United States. We have long believed that investors in the United States benefit when they have a wide range of investment choices, and we have sought to increase their investment opportunities in foreign companies while preserving the protections they have come to expect under the federal securities laws. The Commission, as a member of the International Organization of Securities Commissions (referred to as IOSCO), also participates in a number of international initiatives intended to make the world’s securities markets safer and more efficient for investors. In particular, IOSCO has been working for years to facilitate the cross-border flow of securities and capital by promoting the use of a single disclosure document that would be accepted in multiple jurisdictions. IOSCO recently endorsed a core set of disclosure standards for the non-financial statement portions of a disclosure document, and encouraged its members to take whatever steps are necessary in their own jurisdictions to accept disclosure documents prepared in accordance with those standards.[15] As a member of IOSCO, the Commission played an active role in the development of these standards. In 1979, when the Commission adopted Form 20-F, the basic disclosure document for foreign private issuers, we said that our action "represent[ed] an important step, but only a step, in the harmonization of international disclosure standards."[16] In our 1988 policy statement on the regulation of international securities markets, we noted that "[t]he ultimate goal should be the development of an integrated international disclosure system."[17] Today we are proposing to take another significant step in that direction by revising our existing foreign issuer integrated disclosure system to incorporate fully IOSCO’s international disclosure standards. We believe the international disclosure standards represent a strong international consensus on fundamental disclosure topics and that they can be used to produce offering and listing documents that will contain the same high level of information as is called for by our current requirements. The proposed revisions to Form 20-F in no way decrease the amount or quality of information investors will receive. Using the international disclosure standards, issuers would find it easier to offer or list securities outside their home country by preparing a core disclosure document that, with a minimum of national tailoring, may be accepted in multiple jurisdictions. This disclosure document would serve as an "international passport" to the world’s capital markets by reducing the barriers to cross-border offerings and listings. Adopting this approach would provide a means for expanding the investment opportunities available to U.S. investors, while still ensuring that they receive a high level of information comparable to that provided by U.S. companies. The international disclosure standards would replace most, but not all, of the current requirements of Form 20-F, the combined registration and annual report form for foreign private issuers under the Exchange Act. Foreign private issuers also would use the international disclosure standards in preparing the registration forms designated for their use under the Securities Act. Although the international disclosure standards were drafted specifically for use only for offerings and listings of equity securities for cash, we propose to expand their scope, consistent with our existing foreign issuer requirements and the current usage of Form 20-F, to cover all types of registration statements regardless of the type of securities or form of consideration, and to cover annual reports. Our proposal would eliminate Rule 3-19 of Regulation S-X, which governs the financial statements of foreign private issuers, since the requirements of that rule are addressed in the international disclosure standards. We also are proposing to revise the definition of "foreign private issuer" found in the rules under the Securities Act and the Exchange Act.[18] Whether or not an issuer satisfies the foreign private issuer definition determines its eligibility to use particular forms under the Securities Act and the Exchange Act. Foreign private issuers also are not subject to the proxy rules under Section 14 of the Exchange Act, and their company insiders are not required to file reports of beneficial ownership or comply with the short-swing trading rules under Section 16 of the Exchange Act.[19] The foreign private issuer definition, which is the same under both Acts, is based in part on whether a majority of the issuer’s outstanding voting securities are held of record by U.S. residents. Issuers may not be applying the definition as intended, however, because of the increased prevalence of offshore nominees and custodial accounts. For guidance in calculating U.S. ownership, we are proposing to direct issuers to Exchange Act Rule 12g3-2(a), which requires issuers to look through the bank, broker-dealer or other nominee holder to determine the residence of the account holder. We also propose to require the issuer to take into consideration the residence information reported by investors on beneficial ownership reports that are provided to the issuer or filed publicly, as well as information otherwise provided to the issuer. We believe that these methods of calculation will give a better picture of whether or not a company incorporated outside the United States is entitled to the accommodations available to foreign private issuers. **FOOTNOTES** [1]: 17 CFR 239.220f ("Form 20-F"). [2]: 15 U.S.C §§ 78a et seq. (the "Exchange Act"). [3]: 17 CFR 210.3-19. [4]: 17 CFR 210.3-20. [5]: 17 CFR 229.402, 17 CFR 229.512 and 17 CFR 229.601. [6]: 17 CFR 230.175, 17 CFR 230.434 and 17 CFR 230.463. [7]: See 17 CFR 239.31, 17 CFR 239.32, 17 CFR 239.33, 17 CFR 239.34, 17 CFR 239.36 and 17 CFR 239.18. [8]: 15 U.S.C. §§ 77a et seq. (the "Securities Act"). [9]: 17 CFR 240.3b-6, 17 CFR 240.13a-10 and 17 CFR 240.15d-10. [10]: 17 CFR 260.0-11. [11]: 17 CFR 210.3-01, 17 CFR 210.3-02, and 17 CFR 210.3-12. [12]: 17 CFR 228.310. [13]: 17 CFR 230.405. [14]: 17 CFR 240.3b-4. [15]: You can find the full text of the standards endorsed by IOSCO, as well as other IOSCO documents cited in this release, on the IOSCO Internet Web site . [16]: Exchange Act Release No. 16371 (Nov. 29, 1979) [44 FR 70132 at 70133]. [17]: Securities Act Release No. 6807 (Nov. 14, 1988) [53 FR 46963 at 46965]. [18]: See Securities Act Rule 405, 17 CFR 230.405, and Exchange Act Rule 3b- 4, 17 CFR 240.3b-4. [19]: See Exchange Act Rule 3a12-3, 17 CFR 240.3a12-3. II. DISCUSSION A. Background The Commission historically has sought to balance the information needs of investors with our awareness that the interest of the public is served by opportunities to invest in a variety of securities, including foreign securities.[20] In our 1988 policy statement, we noted that "[t]he goal in addressing international disclosure and registration problems should be to minimize regulatory impediments without compromising investor protection."[21] The globalization of the securities markets and new technological developments have challenged securities regulators around the world to adapt to the needs of market participants while maintaining their current levels of investor protection and preserving market integrity. Investors increasingly are interested in investing in foreign companies, and technological advances have made it easier for them to do so. As these market forces have accelerated, the Commission periodically has reexamined its approach to regulating the U.S. securities markets, keeping in mind the fundamental need for investor protection. Because of the flow of capital across borders, we and other securities regulators around the world have an interest in ensuring that a high level of information is available to investors in all markets. Our 1988 policy statement noted that "all securities regulators should work together diligently to create sound international regulatory frameworks that will enhance the vitality of capital markets." That approach has proven useful in a number of instances in the past, and it is equally useful in the context of disclosure requirements for cross-border offerings and listings. Worldwide regulatory consensus on high level disclosure requirements means that companies complying with those requirements will find open doors to capital markets around the world. For this reason, we have been actively involved in IOSCO’s efforts to develop a set of high quality international disclosure standards. B. IOSCO Development of the International Disclosure Standards IOSCO is an international, non-profit association of securities regulatory organizations. It has approximately 160 ordinary, associate and affiliate members and works on a variety of projects of interest to securities regulators around the world. The Commission has been a member of IOSCO for several years.[22] IOSCO’s two key committees are the Technical Committee and the Emerging Markets Committee. The Technical Committee is composed of 16 regulatory agencies that regulate some of the world’s largest, more developed and internationalized securities markets; its objective is to review major regulatory issues related to international securities and futures transactions and to coordinate practical responses to these concerns. The Commission is a member of this Committee. In 1987, IOSCO’s Technical Committee began a study of the then emerging methods of offering securities on a multinational basis and the problems associated with multiple listings. As a result of this study, IOSCO issued a report in 1989 making a number of recommendations to facilitate multinational capital raising. Among other things, the report recommended that "regulators be encouraged, where consistent with their legal mandate and the goal of investor protection, to facilitate the use of single disclosure documents, whether by harmonization of standards, reciprocity or otherwise." [23] Since that time, IOSCO has sought to increase the efficiency of the capital raising process for issuers that offer or list securities in more than one jurisdiction. Although IOSCO has devoted much of its energies to an ongoing project on accounting standards,[24] it also has focused on the non-financial statement disclosures in offering and listing documents, such as the description of the issuer’s business, its management and the securities it plans to offer or list. Members of the IOSCO Technical Committee first compared their existing national disclosure requirements to identify areas of commonality.[25] The next step was to develop a consensus on high quality disclosure on a number of topics and prepare standards that reflected that consensus. After consultation with the Emerging Markets Committee, IOSCO’s Technical Committee published a formal consultation document relating to this project in May 1998 for review by the IOSCO membership. In September 1998, IOSCO endorsed the Technical Committee’s "Disclosure Standards to Facilitate Cross-Border Offerings and Listings by Multinational Issuers" and recommended that IOSCO members take all appropriate steps in their home jurisdictions to accept documents prepared in accordance with the standards.[26] In adopting the standards, IOSCO stated: Issuers will benefit directly from being able to prepare a single non-financial statement disclosure document for capital raising and listing in more than one jurisdiction at a time. At the same time, investors will benefit from the comprehensive nature of the required disclosures and the enhanced comparability of information. These Standards represent an important step forward in reducing the costs of cross-border capital raising without sacrificing investor protection.[27] IOSCO also noted that, although the standards were approved only in the context of cross-border offerings by foreign issuers, they might provide a point of reference for jurisdictions considering changes in their standards for domestic issuers.[28] The standards were not intended to be part of a mutual recognition system, and IOSCO specifically noted that disclosure documents prepared in compliance with the standards would remain subject to host country review or approval processes. The international disclosure standards consist of ten core disclosure items and a glossary of defined terms. The ten core items are: Item 1. Identity of Directors, Senior Management and Advisors. Item 2. Offer Statistics and Expected Timetable. Item 3. Key Information. This item includes requirements for selected financial data, the reasons for the offer and the expected use of proceeds, and information about risk factors. Item 4. Information on the Company. This item includes requirements for a description of the issuer’s business and properties. Item 5. Operating and Financial Review and Prospects. This item corresponds to the current requirement for management’s discussion and analysis of financial condition and results of operations. Item 6. Directors, Senior Management and Employees. This item includes requirements relating to compensation and shareholdings. Item 7. Major Shareholders and Related Party Transactions. Item 8. Financial Information. In addition to requirements relating to the presentation of financial statements, this item contains requirements that correspond to current Rule 3-19 of Regulation S-X, as well as requirements relating to legal proceedings. Item 9. The Offer and Listing. This item includes requirements for a description of the offering, including the plan of distribution, trading markets, selling shareholders, dilution and expenses. Item 10. Additional Information. This item includes requirements for, among other things, a description of the issuer’s share capital, significant provisions of its articles of incorporation and bylaws, its material contracts, and applicable taxes. These core disclosure requirements, which are the subject of this proposal, are contained in Part I of the international disclosure standards. Part II of the standards contains a sample compilation of national requirements that issuers will be expected to comply with in certain jurisdictions. Several additional requirements under the U.S. federal securities laws are referenced in Part II, and there would be no change in those requirements. C. Reasons for the Proposals We are proposing to revise our disclosure standards for foreign private issuers to incorporate the international disclosure standards in their entirety. We are doing this for several reasons. We believe that the increasing globalization of the securities markets makes it important for securities regulators to work together to promote and maintain high quality disclosure standards. The recent volatility in securities markets around the world has highlighted the need for increased transparency in the information that public companies make available to the capital markets. IOSCO, with its broad membership and common goal of investor protection, is well- situated to move forward in this area, and its efforts are likely to receive international support.[29] Broad acceptance of the international disclosure standards may raise the level of disclosure in some capital markets, particularly if developing markets begin to modify their domestic disclosure requirements to conform more closely to the standards. We support international initiatives that raise the level of information available to investors, facilitate the flow of capital and reduce the regulatory burdens on foreign issuers, if they do so in a manner that is consistent with our mandate to protect investors. We believe the best way to promote the use of the international disclosure standards is to incorporate them fully into our existing foreign issuer integrated disclosure system.[30] We do not believe that investor protection would be jeopardized by using the international disclosure standards because we expect no change in the quality of disclosure that investors receive. We believe U.S. investors would benefit from this proposal in a number of ways. The disclosure documents they receive from foreign private issuers would be based on updated disclosure standards that more closely reflect current international practice. Investors in the United States would benefit from increased investment opportunities if the proposal reduces regulatory burdens on foreign issuers and results in an increase in the number of foreign companies that offer or list securities in the U.S. capital markets. If the IOSCO standards are broadly accepted (particularly if they prompt changes in domestic disclosure requirements in developing markets), they would raise the level of disclosure available to U.S. investors regardless of whether they invest in foreign companies in the U.S. securities markets or in foreign markets. We believe that foreign issuers will benefit from being able to prepare one core disclosure document that may be accepted in multiple jurisdictions. This should reduce the cost of capital raising for issuers and allow them to make decisions about where to raise capital or list their securities with less concern about the costs and burdens of complying with multiple regulatory systems. We request comment on whether our assumptions about the benefits of this proposal are valid. Are the anticipated benefits to U.S. investors likely to be realized? Are the proposals likely to reduce the costs that foreign issuers incur in satisfying the regulatory requirements of different jurisdictions? Will foreign issuers realize significant efficiencies by preparing a single core disclosure document even though some additional disclosures may be required to satisfy specific national requirements? Will U.S. issuers and their access to capital be affected by these changes? How will U.S. small businesses be affected? We believe the international disclosure standards are of comparable quality and will produce disclosure of at least the same high level of information as our existing requirements. In some cases, the international disclosure standards require more disclosure than our current Form 20-F. For example, they require disclosure of beneficial ownership at a five percent level, rather than the 10 percent level currently required by Form 20-F. To the extent the international disclosure standards differ from our current disclosure requirements, we believe they do not compromise investor protection, and therefore would fulfill the requirement in Section 7(a) of the Securities Act that the information required be "fully adequate for the protection of investors." We also believe that incorporating the international disclosure standards into Form 20-F will bring our foreign issuer disclosure requirements closer in line with the best practices from major securities markets around the world. For example, the five percent level for disclosing beneficial ownership reflects an international consensus arrived at through discussions with foreign securities regulators. By revising Form 20-F to incorporate the international disclosure standards, we at the same time conformed our beneficial ownership disclosure requirement for foreign issuers with the current requirement for U.S. companies. We request comment on whether the proposed amendments to Form 20-F, taken as a whole, are comparable in quality to the current disclosure requirements for foreign private issuers. Specifically, if Form 20-F and the Securities Act registration forms for foreign private issuers are amended as proposed, are foreign issuers likely to prepare registration statements and reports that provide at least as high a level of disclosure as those produced under the current versions of those forms? Will the information be sufficiently comparable to that required of U.S. companies to enable investors and other market participants to assess foreign and U.S. companies on an equal basis? Are there specific differences between the current disclosure requirements and the proposed requirements that either would impose undue burdens on foreign registrants or would deprive investors of important information? If so, which differences would have that effect? The international disclosure standards were intended to be used by issuers seeking to register or list their securities in multiple jurisdictions. By incorporating the text of the international disclosure standards fully into Form 20-F, foreign issuers would be required to comply with the standards even if the United States is the only jurisdiction outside their home country where they register or list their securities. We do not believe, however, that this approach will burden those registrants unduly, because the proposed standards generally are similar to our current disclosure requirements for foreign private issuers. We considered the alternative of creating a two-tiered system of disclosure requirements that would preserve the current foreign issuer integrated disclosure system, but offer foreign issuers the option of complying with the international disclosure standards if they are seeking to access more than one securities market. Introducing a two-tiered system would mean foreign issuers would have to "elect" which category of the system they fall into based on whether they plan to access more than one foreign jurisdiction; these issuers might encounter delays if their plans changed in the future. We also believe that our proposal promotes regulatory simplification and that use of the standards will be more widespread if they become an integral part of our disclosure system for foreign issuers. We request comment, however, on whether a more limited adoption of the standards is preferable. Will compliance with the requirements of revised Form 20-F be unduly burdensome to foreign issuers that do not offer or list their securities in multiple jurisdictions? If so, would this burden be offset in whole or in part by the benefits of a single, uniform disclosure system for foreign issuers in the United States and by the goal of promoting international acceptance of high quality disclosure standards? The proposed changes to our disclosure requirements apply to foreign private issuers and would not affect our requirements for U.S. issuers. They also would not affect the requirements that apply when an issuer prepares financial statements on the basis of accounting principles other than U.S. generally accepted accounting principles. Thus, this proposal would not affect the financial statement reconciliation requirements in Items 17 and 18 of Form 20-F. Although we propose to change our rules and forms to reflect the wording of the standards endorsed by IOSCO in September 1998, if these proposals are adopted the standards would become part of the U.S. federal securities laws and would be interpreted and enforced in the same manner as other Commission rules and forms. We do not intend for this proposal to alter any individual’s or entity’s liabilities under the federal securities laws or change the procedures for offering or listing securities in the United States. This proposal also would not change our current procedures and practices for reviewing and commenting on filed documents. We request comment on whether the proposals require clarification on these points. D. Revisions to Form 20-F Form 20-F is the primary source of the disclosure requirements for foreign private issuers under the federal securities laws. It is used as an initial registration statement under the Exchange Act and as an annual report form for foreign private issuers required to file annual reports pursuant to Section 13 or 15(d) of the Exchange Act. Unlike many Commission forms, the disclosure requirements for Form 20-F are set forth in the form itself, rather than referencing the central body of disclosure requirements in Regulation S-K. The Securities Act registration forms designated for use by foreign private issuers primarily refer to the items of Form 20-F, although in some cases they refer to items of Regulation S-K. We are proposing to replace current Items 1 - 14 of Form 20- F (excluding Item 9A) with ten new items that track the wording of the IOSCO disclosure standards. [31] Existing Item 9A (Quantitative and Qualitative Disclosures about Market Risk) of Form 20-F would be renumbered and retained. Disclosure about market risk is an important part of our disclosure requirements, but it is not an area where there currently is international consensus, and so was not addressed in the international disclosure standards. Existing Item 15 (Defaults Upon Senior Securities) and Item 16 (Changes in Securities and Changes in Security for Registered Securities) of Form 20-F also would be renumbered and retained, and the wording would be revised to reflect "plain English" drafting principles. These two items apply only when Form 20-F is used as an annual report form, and would continue to apply only to annual reports under this proposal. Existing Items 17 and 18 of Form 20-F would be retained but would not be renumbered; these items explain the financial statement requirements for registration statements and reports and the different types of reconciliation to U.S. GAAP that must be provided by issuers who prepare financial statements using accounting principles other than U.S. GAAP. Currently, the text of Item 18 is largely the same as the text of Item 17 with few, but important, differences. We propose to revise Item 18 to eliminate the redundant text and highlight the differences. These revisions are intended only to simplify the way the Item 18 requirements are presented and are not intended to change the substantive requirements of that Item. Although the international disclosure standards were intended to cover only equity securities, we propose to adapt them for use with securities other than equity. The primary modification we propose for this purpose is to add a supplemental item to Form 20-F containing the "description of securities" requirements for securities other than equity, which currently are not included in the standards.[32] We propose to simplify existing Item 19 (Financial Statements and Exhibits) by deleting the requirement for a separate list of the financial statements included with the filing. We are proposing to revise the General Instructions to Form 20-F to reflect plain English drafting principles and to expand the instructions to include the defined terms used in the IOSCO standards.[33] We also are proposing to revise the "Instructions As To Exhibits" to conform the exhibit requirements for Form 20-F with the exhibit requirements for registration statements filed by U.S. issuers under the Exchange Act and to reflect plain English drafting principles. For example, we are proposing to add exhibit requirements for indentures, voting trust agreements, and statements describing how earnings per share and ratios of earnings to fixed charges were calculated. We also propose to add expanded requirements for management compensation plans and an exhibit reference for any additional exhibits the issuer wishes to file and any documents not otherwise filed with the Commission that are incorporated by reference. All of these exhibit requirements currently are required for domestic issuers filing a registration statement on Form 10 or an annual report on Form 10-K. We request comment on whether these additional exhibit requirements would be unduly burdensome to foreign issuers. We are not proposing any changes to "Appendix A to Item 2(b) -- Oil and Gas," other than to correct item references, because we are considering whether to revise our extractive industry disclosure requirements for foreign registrants. We also are not proposing any changes to the existing Industry Guides. Companies in various industries such as banking (Guide 3) and insurance (Guide 6) must continue to comply with the applicable Industry Guide. E. Revisions to Securities Act Registration Forms Forms F-1, F-2, F-3 and F-4, the Securities Act registration forms designated for use by foreign private issuers, currently cross-reference the disclosure requirements of Form 20-F and, to a lesser extent, Regulation S-K. We are proposing to revise the cross-references in these Securities Act registration forms so that they will refer to revised Form 20-F wherever possible. Some items in these Securities Act registration forms will continue to refer to Regulation S-K; these items would be renumbered, but otherwise would be unchanged. There are certain offering-related disclosure requirements in the international disclosure standards that normally would not be found in an Exchange Act registration statement or Form 20-F annual report. Examples include proposed Items 2 (Offer Statistics and Expected Timetable) and 9.B. (Plan of Distribution). Under our current disclosure requirements, these topics are covered in Regulation S-K. We considered inserting the text of these requirements in Forms F-1, F-2, F-3 and F-4, but concluded that this would be inconsistent with the way Securities Act registration forms have developed under our integrated disclosure system, as well as with the approach we recently proposed in the Securities Act Reform Release.[34] We also considered inserting these requirements in Regulation S-K, but believed that it was preferable to keep the core disclosure items together as a unit in Form 20-F, thereby preserving that form as the central reference point for foreign issuers’ disclosure requirements. This structure is convenient for foreign private issuers and is familiar to those issuers who currently use Form 20-F and the Securities Act registration forms. The structure also will help prospective registrants recognize the Form 20-F requirements as the U.S. version of the international disclosure standards that are accepted in other jurisdictions. We are proposing, therefore, to include these offering-related items in Form 20-F with instructions that they apply only if referenced by a Securities Act registration statement and not if the form is being used solely as an Exchange Act registration statement or an annual report. We request comment on this proposed organization. We are proposing to amend Form F-6, the form used for registering American depositary shares, so the requirement for a description of the American depositary shares will cross- reference Form 20-F rather than Regulation S-K. We also are proposing to amend Form S-11, the form used by certain real estate companies, to correct cross-references to Form 20-F. F. Revisions to Regulation S-X Rule 3-19 of Regulation S-X currently specifies the content, age and other requirements for financial statements applicable to filings by foreign private issuers. We are proposing to eliminate Rule 3-19 because the requirements of the rule would be addressed in new Item 8 of Form 20-F. We believe the requirements in new Item 8 are clearer and more understandable than Rule 3-19. The substantive requirements currently contained in Rule 3- 19 essentially would be unchanged in Item 8, except for the provisions of the rule that relate to the age of financial statements. Under Rule 3-19, the financial statements and U.S. GAAP information must be as of a date within ten months of the effective date of the registration statement, and the audited financial statements for the most recent completed fiscal year (including U.S. GAAP information) must be included in registration statements declared effective more than six months after fiscal year-end. Under this rule it is possible, depending on the timing, for a foreign private issuer’s registration statement to be declared effective with audited financial statements as old as 18 months, with the most recent interim financial statements as old as 10 months. Proposed Item 8 of Form 20-F would require that audited financial statements be no older than 15 months at "the time of the offering or listing," which generally means the effective date of the registration statement. In the case of the issuer’s initial public offering, the audited financial statements also must be as of a date not older than 12 months at the time the offering document is filed. This stricter rule for initial public offerings would not apply to foreign issuers offering securities in the United States for the first time, however, if they already are public in their home country. [35] Proposed Item 8 also provides that if the date of a registration statement is more than nine months after the end of the issuer’s last fiscal year, the registration statement must contain interim financial statements (including U.S. GAAP information), which may be unaudited, covering at least the first six months of the issuer’s fiscal year. With respect to the 15-month audit requirement, it became apparent in the course of developing the international disclosure standards that many securities regulators require audited financial statements used in connection with offerings or listings to be more current than Rule 3-19 requires. Because an issuer would have to comply with stricter home country requirements, there are likely to be limited circumstances in which a foreign issuer from these countries would need to take advantage of the extended time permitted under Rule 3-19.[36] Issuers would be able to avoid a "blackout period" and satisfy new Item 8, however, by preparing audited financial statements as of a more current date than the close of their prior fiscal year or by filing their annual financial statements prior to the six- month deadline permitted under the Exchange Act. Although we do not believe that, as a practical matter, reducing the permitted age of financial statements will unduly burden foreign issuers, we request comment on whether that is the case. In particular, we would be interested in knowing how often issuers actually take advantage of the extended time periods permitted under Rule 3-19, and how likely it is that offerings or listings would be delayed or precluded by the requirements of new Item 8? To the extent the requirements of new Item 8 impose a burden on some issuers, is this burden likely to be offset by the benefits to most issuers of a clearer rule, a more internationally accepted standard and the availability to investors of more current financial information? Will U.S. investors in foreign securities be affected by these changes? By incorporating the international disclosure standards into Form 20-F, we are expanding their scope to cover all types of securities rather than just equity securities, because this is consistent with the current requirements of Form 20-F . We request comment on whether the age of financial statements provisions of new Item 8 should be different for securities other than common equity. For example, should the permitted age of financial statements be extended for registration statements relating to preferred stock, investment grade debt and/or non- investment grade debt or preferred securities, to reflect the time period currently permitted under Rule 3-19? We also request comment on whether the permitted age of financial statements should be different for certain types of offerings such as rights offerings, dividend or interest reinvestment plans, and convertible securities and warrants, as is currently the case under Rule 3-19(e)? If so, which securities or which types of offerings should be covered by the extended time periods? Would the advantages of having different age of financial statements requirements for securities other than common equity (or for specified types of offerings) outweigh the added complexity? G. "Foreign Private Issuer" Definition We are proposing to amend Rule 405 under the Securities Act and Rule 3b-4 under the Exchange Act, which contain the definition of "foreign private issuer." [37] The foreign private issuer definition currently includes a test of whether more than 50 percent of an issuer’s outstanding voting securities are held of record, either directly or through voting trust certificates or depositary receipts, by residents of the United States. [38] We often are asked by issuers whether they may or must take into consideration the residency of a beneficial owner if they know that such owner’s residency differs from that of the record owner.[39] We propose to clarify this issue by basing the ownership test on the method of calculation used in Rule 12g3- 2(a) under the Exchange Act. That rule follows the definition of "securities held of record" in Rule 12g5-1, but requires the issuer to "look through" the record ownership of brokers, dealers, banks or nominees holding securities for the accounts of their customers to determine the residency of those customers. If a foreign issuer’s securities trade in the U.S. markets in the form of American Depositary Receipts, or ADRs, we will presume that shares deposited in the ADR program are held solely by U.S. residents.[40] We also propose to require issuers to take into account information regarding U.S. ownership derived from beneficial ownership reports that are provided to the issuer or filed publicly and information that otherwise is provided to the issuer. We believe this approach takes into account the fact that securities, particularly securities of foreign issuers, increasingly are likely to be held by U.S. residents through offshore nominee accounts. These changes to the "foreign private issuer" definition would give a better picture of whether a company incorporated outside the United States is, in fact, the type of entity for whom the special rules and forms for foreign private issuers were intended. We request comment on whether referencing Rule 12g3-2(a) in the foreign private issuer definition is a workable approach. Should the required inquiry be limited to U.S. brokers, dealers, banks and nominees or their affiliates? Should we apply the automatic presumption that ADR holders are U.S. residents only to unsponsored ADR programs, because in the case of a sponsored ADR program the issuer presumably could obtain current U.S. ownership information from the ADR depositary bank? Is too great a burden imposed on issuers by requiring them to take into account information on U.S. beneficial ownership that is available to them from reports of beneficial ownership and that otherwise is available to them? III. GENERAL REQUEST FOR COMMENTS If you would like to submit written comments on the proposals, suggest additional changes or submit comments on other matters that might have an impact on the proposals, we encourage you to do so. Besides the specific questions we asked in this release, we also solicit comments on the usefulness of the proposals to securityholders, foreign private issuers and the marketplace at large. You may comment on portions of the release or respond to selected questions without replying to all the questions raised in the release. Please send three copies of your comments to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. You also may submit your comments electronically at the following electronic mail address: rule-comments@sec.gov. All comment letters should refer to File No. S7-3-99; this file number should be included in the subject line if electronic mail is used. Comment letters can be inspected and copied in the public reference room at 450 Fifth Street, N.W., Washington, D.C. We will post electronically submitted comments on our Internet Web site . IV. COST-BENEFIT ANALYSIS The proposed new rules and amendments update and simplify the disclosure requirements for foreign private issuers. We believe the proposal will make it easier for foreign private issuers to raise capital or list their securities in multiple jurisdictions and that U.S. investors will benefit if foreign issuers find it easier to access the U.S. securities markets. In this section, we examine the benefits and costs of the proposed revisions, focusing on the groups that might be affected. We request that commenters provide their analysis and supporting information on the benefits and costs of the proposals. Foreign issuers seeking to raise capital or list securities in more than one jurisdiction often encounter differing, and in some cases conflicting, regulatory requirements. These regulatory hurdles may influence issuers’ decisions about where to offer or list their securities. A primary goal of the proposed amendments to Form 20-F is to facilitate the use of one disclosure document by issuers seeking to raise capital or list securities in multiple jurisdictions. The proposed amendments are intended to remove regulatory barriers and reduce the registration requirements of cross-border offerings and listings. We expect the amendments to reduce the costs and burdens of complying with regulatory requirements in more than one jurisdiction, because the amendments will bring us closer to the goal of enabling issuers to prepare one basic disclosure document that will be accepted in many jurisdictions. Although some tailoring of the disclosure document will be required to satisfy specific national requirements, issuers will benefit from greater uniformity in the requirements for core disclosure topics. We believe U.S. investors will benefit because the amendments to Form 20-F will update the disclosure requirements and bring them more in line with current international disclosure requirements. Investors in the United States also will benefit from increased access to foreign investments if foreign issuers find it easier to offer or list securities in the United States. Any increase in foreign listings may increase the competition for capital in the United States, which could affect both U.S. and foreign issuers. Foreign issuers should benefit from the ability to access more than one securities market using essentially the same basic disclosure document. In a few cases the amendments to Form 20-F may be more burdensome for foreign issuers than the current Form 20-F requirements because they impose a higher standard of disclosure or require additional information. In those cases, we do not believe that a foreign issuer will incur substantial additional costs in complying with these requirements, since they represent requirements that the issuer would expect to encounter in accessing other major securities markets or in its home jurisdiction. The proposed amendments to the definition of "foreign private issuer", which require the issuer to look beyond record ownership in determining the U.S. ownership of its securities, should not impose significant additional burdens on foreign issuers. The concept of looking beyond record ownership is familiar to foreign issuers, and the proposed amendments provide clear guidance on how issuers should determine U.S. ownership. For purposes of the Small Business Regulatory Enforcement Fairness Act of 1996 ("SBREFA"),[41] a rule is "major" if it has resulted, or is likely to result in: * an annual effect on the economy of $100 million or more; * a major increase in costs or prices for consumers or individual industries; or * significant adverse effects on competition, investment or innovation. We request information on the potential impact of the proposed rules and amendments on the economy on an annual basis. Commenters should provide empirical data on : (i) the annual effect on the economy; (ii) any increase in costs or prices for consumers or individual industries; and (iii) any effect on competition, investment or innovation. Section 23(a) of the Exchange Act[42] requires us, in adopting rules under the Exchange Act, to consider the impact that rules would have on competition. We cannot adopt any rule that would impose a burden on competition not necessary or appropriate in the public interest. Section 3(f) of the Exchange Act[43] requires the Commission, when engaged in rulemaking, to consider or determine whether the action is necessary or appropriate in the public interest, and also to consider, in addition to the protection of investors, whether the action would promote efficiency, competition and capital formation. We seek information on the impact of increased competition for capital on domestic companies as a result of an increase in securities offered into the United States by foreign companies. Would capital costs increase for domestic companies? If so, to what extent would the benefit to U.S investors offset the increase in these capital costs? We request comment on whether the proposals, if adopted, would have an adverse effect on competition or would impose a burden on competition that is neither necessary nor appropriate in furthering the purposes of the Exchange Act. V. REGULATORY FLEXIBILITY ACT CERTIFICATION Pursuant to the Regulatory Flexibility Act (15 U.S.C. § 605(b)), the Chairman of the Commission has certified that the proposed revisions to rules and forms will not have a significant impact on a substantial number of small entities. We encourage written comments on the Certification. Commenters are asked to describe the nature of any impact on small entities and provide empirical data to support the extent of the impact. For your information, a copy of the certification is attached at Appendix A. VI. PAPERWORK REDUCTION ACT The proposed amendments affect Form 20-F, which contains "collection of information requirements" within the meaning of the Paperwork Reduction Act of 1995.[44] The title for the collection of information is "Form 20-F." The OMB control number is 3235-0288. The Commission has submitted proposed revisions to those rules and forms to the Office of Management and Budget (OMB) for review in accordance with 44 U.S.C. § 3507(d) and 5 CFR § 1320.11. An agency may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The proposed forms and regulations set forth the disclosures that the Commission would require foreign private issuers to make to the public about themselves and their securities offerings. The proposed amendments would update and simplify the Commission’s disclosure requirements for foreign private issuers. The substantive requirements of the forms would remain largely the same, but the requirements would be presented in a form that reflects an international regulatory consensus, and thus should be more familiar to foreign issuers. The information is needed so that prospective investors may make informed investment decisions both in registered offerings and in secondary market transactions of registered securities. We estimate that 600 revised Forms 20-F will be filed each year based on our current experience with Form 20-F and our expectation that more foreign private issuers will file the revised form. Our experience also indicates that in subsequent years the number will increase. We estimate the current annual burden of preparing a Form 20-F to be 1,991 hours per filing. From this we estimate that the expected annual burden to a registrant of preparing a Form 20-F as proposed would not exceed 1,995 hours per filing. In estimating the burden associated with the proposed Form 20-F, we considered that, generally, most foreign private issuers currently either disclose or collect the data underlying the information that would be required by the proposed Form. We solicit comment on the accuracy of our estimate. The information collection requirements imposed by the forms and regulations would be mandatory to the extent that companies are publicly owned and either offer securities to the public, register under the Exchange Act or file annual reports. There would be no mandatory retention period for the information disclosed, and the information gathered would be made publicly available unless granted confidential treatment. Pursuant to 44 U.S.C. § 3506(2)(B), we solicit comments to: (i) evaluate whether the proposed collection of information is necessary for the proper performance functions of the agency, including whether the information will have practical utility; (ii) evaluate the accuracy of the agency’s estimate of the burden of the proposed collection of information; (iii) enhance the quality, utility, and clarity of the information to be collected; and (iv) minimize the burden of collection of information on foreign private issuers, including through the use of automated collection techniques or other forms of information technology. Persons wishing to submit comments on the collection of information requirements should direct them to the following persons: Desk Officer for the Securities and Exchange Commission, Office of Information and Regulatory Affairs, Office of Management and Budget, Room 3208, New Executive Office Building, Washington, D.C. 20503; and Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C., 20549, with reference to File Number S7- 3-99. OMB is required to make a decision concerning the collections of information between 30 and 60 days after publication, so a comment to OMB is best assured of having its full effect if OMB receives it within 30 days of publication. VII. STATUTORY BASIS AND TEXT OF PROPOSED AMENDMENTS The proposed amendments to the Commission’s existing rules and forms are being proposed pursuant to Sections 2(b), 5, 6, 7, 10 and 19(a) of the Securities Act of 1933 as amended, Sections 3, 12, 13, 15 and 23 of the Securities Exchange Act of 1934, and Section 319 of the Trust Indenture Act of 1939. List of Subjects 17 CFR Part 210 Accountants, Accounting. 17 CFR Part 228 Reporting and recordkeeping requirements, Securities, Small business. 17 CFR Parts 229, 239 and 249 Reporting and recordkeeping requirements, Securities. 17 CFR Part 230 Advertising, Investment companies, Reporting and recordkeeping requirements, Securities. 17 CFR Part 240 Brokers, Reporting and recordkeeping requirements, Securities. 17 CFR Part 260 Reporting and recordkeeping requirements, Securities, Trusts and Trustees. TEXT OF PROPOSED AMENDMENTS In accordance with the foregoing, the Securities and Exchange Commission proposes to amend Title 17, chapter II of the Code of Federal Regulations as follows: Part 210 - FORM AND CONTENT OF AND REQUIREMENTS FOR FINANCIAL STATEMENTS, SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934, PUBLIC UTILITY HOLDING COMPANY ACT OF 1935, INVESTMENT COMPANY ACT OF 1940, AND ENERGY POLICY AND CONSERVATION ACT OF 1975 1. The authority citation for Part 210 continues to read as follows: Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77aa(25), 77aa(26), 78j-1, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e(b), 79j(a), 79n, 79t(a), 80a-8, 80a-20, 80a-29, 80a- 30, 80a-37(a), unless otherwise noted. 2. By removing and reserving § 210.3-19. 3. Amend § 210.3-20 in the last sentence of paragraph (d) by removing the words "Items 17(c)(2) or 18(c)(2) of" and add, in their place, the words "Item 17(c)(2) of". 4. By removing in 17 CFR Part 210 the words "§ 210.3-19" and adding, in their place, the words "Item 8.A of Form 20-F (§ 249.220 of this chapter)" in the following places: (a) Section 210.3-01(h); and (b) Section 210.3-02(d). 5. Amend § 210.3-12 in paragraph (f) by removing the words "specified in § 210.3-19. Financial statements of a foreign business which are furnished pursuant to §§ 210.3-05 or 210.3-09 because it is an acquired business or a 50 percent or less owned person may be of the age specified in § 210.3-19." and add, in their place, the words "specified in Item 8.A of Form 20-F (§ 249.220f of this chapter). Financial statements of a foreign business which are furnished pursuant to §§ 210.3-05 or 210.3-09 because it is an acquired business or a 50 percent or less owned person may be of the age specified in Item 8.A of Form 20-F." PART 228 - INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS 6. The authority citation for Part 228 continues to read as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z- 2, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a- 30, 80a-37, 80b-11, unless otherwise noted. 7. Amend the first sentence in Note 2 of § 228.310 by removing the words "Articles 3-19 and 3-20 (17 CFR 210.3-19 and 210.3-20)" and add, in their place, the words "Item 8.A of Form 20-F (17 CFR 249.220f) and Article 3-20 of Regulation S-X (17 CFR 210.3-20)". PART 229 - STANDARD INSTRUCTIONS FOR FILING FORMS UNDER SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY POLICY AND CONSERVATION ACT OF 1975 - REGULATION S-K 8. The authority citation for Part 229 continues to read in part as follows: Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2, 77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn, 77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll(d), 79e, 79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b- 11, unless otherwise noted. * * * * * 9. Amend § 229.402(a)(1)(ii) by removing the words "Items 11 and 12 of Form 20-F [17 CFR 249.220f]" and add, in their place, the words "Items 6.B. and 6.E.2. of Form 20-F (17 CFR 249.220f)". 10. Amend § 229.512 in the first sentence of paragraph (a)(4) by removing the words "§ 210.3-19 of this chapter" and add, in their place, the words "Item 8.A. of Form 20-F (17 CFR 249.220f)". 11. Amend § 229.601 in pargraph (b)(10)(iii)(B)(5) by removing the words "Item 11 of Form 20-F" and adding, in their place, the words "Item 6.B. of Form 20-F (§ 249.220f of this chapter)". PART 230 - GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 12. The authority citation for Part 230 continue to read in part as follows: Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss, 78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless otherwise noted. * * * * * 13. Amend § 230.175 by removing in paragraph (b)(2)(i) the words "or Item 9 of Form 20-F (§ 249.220f of this chapter) "Management’s discussion and analysis of financial condition and results of operations,"and adding, in their place, the words "Management’s Discussion and Analysis of Financial Condition and Results of Operations or Item 5 of Form 20-F Operating and Financial Review and Prospects, (§ 249.220f of this chapter)"; by removing in paragraph (c)(3) the words "Item 9 of Form 20-F" and adding, in their place, the words "Item 5 of Form 20-F". 14. By amending § 230.405 by revising the definition of "foreign private issuer" to read as follows: § 230.405 Definitions of terms. * * * * * Foreign private issuer. The term foreign private issuer means any foreign issuer other than a foreign government except an issuer meeting the following conditions: (1) More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) Any of the following: (i) The majority of the executive officers or directors are United States citizens or residents; (ii) More than 50 percent of the assets of the issuer are located in the United States; or (iii) The business of the issuer is administered principally in the United States. Instructions to paragraph (1) of this definition: To determine the percentage of outstanding voting securities held by U.S. residents: A. Use the method of calculating record ownership in Rule 12g3-2(a) under the Exchange Act (§ 240.12g3-2(a) of this chapter); B. Unless information provided by the depositary demonstrates otherwise, count holders of American Depositary Receipts as U.S. holders of the underlying securities; and C. Count shares of voting securities beneficially owned by residents of the United States as reported on reports of beneficial ownership that are provided to you or publicly filed and based on information otherwise provided to you. * * * * * 15. Amend § 230.434 by revising paragraph (c)(3)(i) to read as follows; and by removing in paragraph (c)(3)(ii) the words "Item 11 of Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter)"and adding, in their place, the words "Item 11 of Form S-3 or Item 5 of Form F-3 (§ 239.13 or § 239.33 of this chapter)". § 230.434 Prospectus delivery requirements in firm commitment underwritten offerings of securities for cash. * * * * * (c) * * * (3) * * * (i) The description of securities required by Item 202 of Regulations S-K (§ 229.202 of this chapter) or by Items 9, 10 and 12 of Form 20-F (§ 249.220f of this chapter) as applicable, or a fair and accurate summary thereof; and * * * * * 16. Amend § 230.463 by removing in paragraph (a) the words "Item 16(e)" and adding, in their place, the words "Item 14(e)". PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933 17. The general authority citation for Part 239 continues to read in part as follows Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-29, 80a-30 and 80a-37, unless otherwise noted. * * * * * 18. Amend General Instruction E. to Form S-11 (referenced in § 239.18) by removing the words "Items 3, 4, 10, 11 and 18, respectively, of Form 20-F" and adding, in their place, the words "Items 6, 7.A., 8.A.7., and 18 of Form 20-F". Note: The text of Form S-11 does not and this amendment will not appear in the Code of Federal Regulations. 19. Amend Form F-1 (referenced in § 239.31) by removing in General Instruction III the words "the information that would be required by Item 11" and adding in their place the words "the information which would be required by Item 4"; by removing in General Instruction III the words "called for by Item 9" and adding in their place the words "called for by Items 10.A and 10.B of Form 20-F or Item 12 of Form 20-F, as applicable"; by removing Items 4 through 10 and 13; by redesignating Items 11, 12, 14, 15, 16, and 17 as Items 4, 5, 6, 7, 8, and 9; by revising the caption for newly designated Item 4 to read "Information with Respect to the Registrant and the Offering"; by removing in newly designated Item 4(b) the words "Pursuant to Item 16" and adding, in their place, the words "Pursuant to Item 8"; and, by removing in newly designated Item 8(b) the words "and Item 11(b) of this Form" and adding, in their place, the words "and Item 4(b) of this Form". 20. Amend Form F-1 (referenced in § 239.31) the Instructions As To Summary Prospectuses section by redesignating paragraphs 1.(c), 1.(d), 1.(e), 1.(f), 1.(g) and 1.(h) as paragraphs 1.(c)(i), 1.(c)(ii), 1.(c)(iii), 1.(c)(iv), 1.(c)(v) and 1.(d); by removing in newly designated paragraph 1.(c)(i) the words "As to Item 4, a" and adding, in their place, "A"; by removing in newly designated paragraph 1.(c)(ii) the words "As to Item 7, a" and adding, in their place, "A"; by removing in newly designated paragraph 1.(c)(iii) the words "As to Item 8, a" and adding, in their place, "A"; by removing in newly designated paragraph 1.(c)(iv) the words "As to Item 9, a" and adding, in their place, "A"; by removing in newly designated paragraph 1.(c)(v) the words "As to Item 11, a brief statement of the general character of the business done and intended to be done, the Selected Financial Data (Item 8 of Form 20-F (§ 249.220f of this chapter))" and adding, in their place, the words "As to Item 4, a brief statement of the general character of the business done and intended to be done, the Selected Financial Data (Item 3.A of Form 20-F (§ 249.220f of this chapter))"; by removing in paragraph 3 the words "that information as to Items 9 and 11 specified in paragraphs (f) and (g) above" and adding, in their place, the words "that information specified in paragraphs 1.(c)(iv) and 1.(c)(v) above". Note: The text of Form F-1 does not and this amendment will not appear in the Code of Federal Regulations. 21. Amend Form F-2 (referenced in § 239.32) by removing Items 4 through 10 and 14; by adding new Item 4 to read as follows; by redesignating Items 11, 12, 13, 15, 16, and 17 as Items 5, 6, 7, 8, 9, and 10; by removing in newly designated Item 5(b)(1) the words "pursuant to Item 12" and adding, in their place, the words "pursuant to Item 6"; by removing in newly designated Item 5(b)(2) the words "accordance with Item 12 are not sufficiently current to comply with the requirements of Rule 3-19 of Regulation S-X (§210.3-19 of this chapter), financial statements necessary to comply with that rule" and adding, in their place, the words "accordance with Item 6 are not sufficiently current to comply with the requirements of Item 8.A of Form 20-F, financial statements necessary to comply with that Item" and, by removing in the caption of the Note to newly designated Item 6 the words "Item 12(a)" and adding, in their place, the words "Item 6(a)". Note: The text of Form F-2 does not and this amendment will not appear in the Code of Federal Regulations. SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM F-2 Registration Statement Under the Securities Act of 1933 * * * * * Item 4. Information About the Offering. Furnish the information about the offering required by the following items of Form 20-F: Item 2 (Offer Statistics and Expected Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C (Reasons for the Offer and Use of Proceeds), Item 7.C (Interests of Experts and Counsel), Item 10 (The Offer and Listing) and Item 12 (Description of Securities Other than Equity Securities). You do not have to repeat in the prospectus any information called for by these items if the same information is contained in a report being incorporated by reference into this registration statement. * * * * * 22. Amend Form F-2 (referenced in § 239.32) the Instructions As To Summary Prospectuses section by redesignating paragraphs 1.(c), 1.(d), 1.(e), 1.(f), 1.(g) and 1.(h) as paragraphs 1.(c)(i), 1.(c)(ii), 1.(c)(iii), 1.(c)(iv), 1.(c)(v) and 1.(d); by removing in newly designated paragraph 1.(c)(i) the words "As to Item 4, a" and adding, in their place, "A"; by removing in newly designated paragraph 1.(c)(ii) the words "As to Item 7, a" and adding, in their place, "A"; by removing in newly designated paragraph 1.(c)(iii) the words "As to Item 8, a" and adding, in their place, "A"; by removing in newly designated paragraph 1.(c)(iv) the words "As to Item 9, a" and adding, in their place, "A"; and, by removing in newly designated paragraph 1.(c)(v) the words "As to Item 12, a brief statement of the general character of the business done and intended to be done, the Selected Financial Data (Item 8 of Form 20-F (§ 249.220f of this chapter)" and adding, in their place, the words "A brief statement of the general character of the business done and intended to be done, the Selected Financial Data (Item 3.A of Form 20-F (§ 249.220f of this chapter)". 23. Amend Form F-3 (referenced in § 239.33) by removing Items 4 through 10 and 14; by adding new Item 4 to read as follows; by redesignating Items 11, 12, 13, 15, 16, and 17 as Items 5, 6, 7, 8, 9, and 10; in newly designated Item 5 remove the words "Item 12" and add, in their place, the words "Item 6" in the following places: twice in Item 5(a), once in Item 5(b)(1), and once in Item 5(b)(2); by removing in newly designated Item 5(b)(1) the words "Form 8-K" and adding, in their place, the words "Form 6-K"; by removing in newly designated Item 5(b)(2) the words "Rule 3-19 of Regulation S-X (§ 210.3-19 of this chapter), financial statements necessary to comply with that rule" and adding, in their place, the words "Item 8.A. of Form 20-F, financial statements necessary to comply with that Item"; and by removing in the caption of the Note to newly designated Item 6 the words "Item 12(d)" and adding, in their place, the words "Item 6(d)". Note: The text of Form F-3 does not and this amendment will not appear in the Code of Federal Regulations. SECURITIES AND EXCHANGE COMMISSION FORM F-3 Registration Statement Under the Securities Act of 1933 * * * * * Item 4. Information About the Offering. Furnish the information about the offering required by the following items of Form 20-F: Item 2 (Offer Statistics and Expected Timetable), Item 3.B (Capitalization and Indebtedness), Item 3.C (Reasons for the Offer and Use of Proceeds), Item 7.C (Interests of Experts and Counsel), Item 10 (The Offer and Listing) and Item 12 (Description of Securities Other than Equity Securities). You do not have to repeat in the prospectus any information called for by these items if the same information is contained in a report being incorporated by reference into this registration statement. * * * * * 24. Amend Form F-4 (referenced in § 239.34) by removing the words "Item 4 of Form 20-F" and adding, in their place, the words "Item 7.A. of Form 20-F" in the following places: (a) the Instruction following Item 18(a)(5)(ii); and (b) the Instruction following Item 19(a)(5). 25. Amend Form F-4 (referenced in § 239.34) by removing the words "Item 5 of Form 20-F" and adding, in their place, the words "Item 9.A.4. of Form 20-F" in the following places: (a) Instruction 2. to Item 11; (b) Item 12(a)(5); (c) Item 12(b)(3)(viii); (d) Instruction 2. to Item 13; (e) Item 14(i); and (f) Item 17(b)(2). 26. Amend Item 12(b)(3)(iii) of Form F-4 (referenced in § 239.34) by removing the words "Item 6 of Form 20-F, exchange controls and other limitations on security holders" and adding, in their place, the words "Item 10.D. of Form 20-F, exchange controls". 27. Amend Item 14(d) of Form F-4 (referenced in § 239.34) by removing the words "Item 6 of Form 20-F, exchange controls and other limitations affecting security holders" and adding, in their place, the words "Item 10.D. of Form 20-F, exchange controls". 28. Amend Form F-4 (referenced in § 239.34) by removing the words "Item 8 of Form 20-F" and adding, in their place, the words "Item 3.A. of Form 20-F" in the following places: (a) Item 3(d), 3(e), 3(f)(1), 3(f)(2), 3(f)(3); (b) Item 12(b)(3)(v); (c) Item 14(f); and (d ) Item 17(b)(3); 29. Amend Form F-4 (referenced in § 239.34) by removing the words "tem 9 of Form 20-F, management’s discussion and analysis of financial condition and results of operations" and adding, in their place, the words "Item 5 of Form 20-F, operating and financial review" in the following places: (a) Item 12(b)(3)(vi)(A); (b) Item 14(g)(1); and (c) Item 17(b)(4)(i). 30. Amend Form F-4 (referenced in § 239.34) by removing the words "Item 9A of Form 20-F" and adding, in their place, the words "Item 11 of Form 20-F" in the following places: (a) Item 12(b)(3)(vi)(B); (b) Item 14(g)(2); and (c) Item 17(b)(4)(ii). 31. Amend Item 18(a)(7)(i) of Form F-4 (referenced in § 239.34) by removing the words "Item 10 of Form 20-F, directors and officers of registrant" and adding, in their place, the words "Item 6.A. of Form 20-F, directors and senior management of the registrant". 32. Amend Item 19(a)(7)(i) of Form F-4 (referenced in § 239.34) by removing the words "Item 10 of Form 20-F, directors and officers of the registrant: and adding, in their place, the words "Item 6.A. of Form 20-F, directors and senior management of the registrant". 33. Amend Form F-4 (referenced in § 239.34) by removing the words "Items 11 and 12 of Form 20-F, remuneration and options" and adding, in their place, the words "Items 6.B. and 6.E. of Form 20-F, compensation and share ownership" in the following places: (a) Item 18(a)(7)(ii); and (b) Item 19(a)(7)(ii). 34. Amend Form F-4 (referenced in § 239.34) by removing the words "Item 13 of Form 20-F, interest of management in certain transactions" and adding, in their place, the words "Item 7.B. of Form 20-F, related party transactions" in the following places: (a) Item 18(a)(7)(iii); and (b) Item 19(a)(7)(iii). 35. Amend Form F-4 (referenced in § 239.34) by removing the words "Rule 3-19 of Regulation S-X (210.3-19 of this chapter)" or "Rule 3-19 to Regulation S-X" or "Rule 3-19 of Regulation S-X" and adding, in their place, the words "Item 8.A. of Form 20-F" in the following places: (a) Item 10(b); (b) Instruction 2 to Item 11; (c) Items 12(a)(2), (a)(5), (b)(2)(i), and (b)(3)(viii); (d) Instruction 2 to Item 13; (e) Item 14(i); (f) the Instructions following Item 14(i); and (g) Items 17(b)(2) and 17(b)(6). 36. Amend Item 3 of Form F-4 (referenced in § 239.34) by removing in Instruction 2. to Instructions to paragraphs (e) and (f) the words "Instruction 7 to Item 8 of Form 20-F" and adding, in their place, the words "The Instructions to Item 3.A. of Form 20-F". 37. Amend Item 4(a)(3) of Form F-4 by removing the words "Item 202 of Regulation S-K (§ 229.202 of this chapter)" and adding, in their place, the words "Items 10.A and 10.B of Form 20-F or Item 12 of Form 20-F, as applicable". 38. Amend Item 7(a) of Form F-4 (referenced in § 239.34) by removing the words "Item 507 of Regulation S-K (§ 229.507 of this chapter)" and adding, in their place, the words "Item 9.D. of Form 20-F (§ 249.220f of this chapter)". 39. Amend Item 8 of Form F-4 (referenced in § 239.34) by removing the words "Item 509 of Regulation S-K (§ 229.509 of this chapter)" and adding, in their place, the words "Item 7.C. of Form 20-F (§ 249.220f of this chapter)". 40. Amend Item 12 of Form F-4 (referenced in § 239.34) by removing in Item 12(a)(2) the words "Item 9 of Form 20-F" and adding, in their place, the words "Item 5 of Form 20-F"; by removing in Item 12(b)(1) the words "Items 1 and 2 of Form 20-F" and adding, in their place, the words "Item 4 of Form 20-F"; by removing in Item 12(b)(3)(i) the words "Items 1(a)(3) and (a)(4) of Form 20-F" and adding, in their place, the words "Items 4.B., 4.B.2., and 4.B.5. of Form 20-F"; by removing in Item 12(b)(3)(ii) the words "Item 2 of Form 20-F" and adding, in their place, the words "Item 4.D. of Form 20-F"; by removing in Item 12(b)(3)(iv) the words "Item 7 of Form 20-F" and adding, in their place, the words "Item 10.E of Form 20-F"; and by removing in Item 12(b)(3)(v) the words "Item 8 of Form 20-F" and adding, in their place, the words "Item 3.A. of Form 20-F". 41. Amend Item 14 of Form F-4 (referenced in § 239.34) by removing in Item 14(a) the words "Item 1 of Form 20-F, description of business" and adding, in their place, the words "Items 4.A., 4.B., and 4.C of Form 20-F, information on the company"; by removing in Item 14(b) the words "Item 2 of Form 20-F, description of property" and adding, in their place, the words "Item 4.D. of Form 20-F, property, plant and equipment"; by removing in Item 14(c) words "Item 3 of Form 20-F" and adding, in their place, the words "Item 8.A.7. of Form 20-F"; by removing in Item 14(e) words "Item 7 of Form 20-F" and adding, in their place, the words "Item 10.E. of Form 20-F". Note: The text of Form F-4 does not and this amendment will not appear in the Code of Federal Regulations. 42. Revise Item 1 of Form F-6 (referenced in § 239.36) to read as follows: Note: The text of Form F-6 does not and this amendment will not appear in the Code of Federal Regulations. SECURITIES AND EXCHANGE COMMISSION FORM F-6 Registration Statement Under the Securities Act of 1933 For Depositary Shares Evidenced by American Depositary Receipts * * * * * Item 1. Description of Securities to be Registered. Furnish the information required by Item 12.E. of Form 20-F (§ 249.220f of this chapter). * * * * * PART 240 - GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934 43. The general authority citation for Part 240 continues to read in part as follows: Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d), 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11, unless otherwise noted. * * * * * 44. By amending § 240.3b-4 by revising the section heading and paragraph (c) to read as follows: § 240.3b-4 Definition of "foreign government," "foreign issuer" and "foreign private issuer". * * * * * (c) The term foreign private issuer means any foreign issuer other than a foreign government except an issuer meeting the following conditions: (1) More than 50 percent of the issuer’s outstanding voting securities are directly or indirectly held of record by residents of the United States; and (2) Any of the following: (i) The majority of the executive officers or directors are United States citizens or residents; (ii) More than 50 percent of the assets of the issuer are located in the United States; or (iii) The business of the issuer is administered principally in the United States. Instruction to paragraph (c)(1): To determine the percentage of outstanding voting securities held by U.S. residents: A. Use the method of calculating record ownership in Rule 12g3-2(a) under the Exchange Act (§ 240.12g3-2(a)); B. Unless information provided by the depositary demonstrates otherwise, count holders of American Depositary Receipts as U.S. holders of the underlying securities; and C. Count shares of voting securities beneficially owned by residents of the United States as reported on reports of beneficial ownership provided to you or filed publicly and based on information otherwise provided to you. 45. Amend § 240.3b-6 by removing in paragraph (b)(2)(i) the words "or Item 9 of Form 20-F (§ 249.220f of this chapter) "Management’s discussion and analysis of financial condition and results of operations," and adding, in their place, the words ""Management’s Discussion and Analysis of Financial Condition and Results of Operations" or Item 5 of Form 20-F, "Operating and Financial Review and Prospects,""; by removing in paragraph (c)(3) the words "Item 9 of Form 20-F" and adding, in their place, the words "Item 5 of Form 20-F". 46. Amend § 240.13a-10 by removing in paragraph (a)(4) the words "responding to Items 3, 9, 15, 16, and 17 or 18" and adding, in their place, the words "responding to Items 5, 8.A.7., 13, 14, and 17 or 18". 47. Amend § 240.15d-10 by removing in paragraph (g)(4) the words "responding to Items, 3, 9, 15, 16, and 17 or 18" and adding, in their place, the words "responding to Items 5, 8.A.7., 13, 14, and 17 or 18". PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934 48. The authority citation for Part 249 continues to read, in part, as follows: Authority: 15 U.S.C. 78a, et seq., unless otherwise noted; * * * * * 49. Amend Form 20-F (referenced in § 249.220f) by revising the General Instructions; by removing Item 11; by revising Items 1 through 9, 10, 12 through 16, 18, 19 and Instructions to Exhibits to read as follows; by redesignating Item 9A as Item 11; by removing in newly designated Item 11 each time they appear the words "Item 9A" and adding, in their place, the words "Item 11"; and, by removing in the Appendix section following the Instructions As To Exhibits section each time they appear the words "Item 2(b)" and adding, in their place, the words "Item 4.D". Note: The text of Form 20-F does not and this amendment will not appear in the Code of Federal Regulations. United States Securities and Exchange Commission Washington, D.C. 20549 FORM 20-F * * * * * GENERAL INSTRUCTIONS A. Who May Use Form 20-F and When It Must be Filed. (a) Any foreign private issuer may use this form as a registration statement under Section 12 of the Securities Exchange Act of 1934 (referred to as the Exchange Act) or as an annual or transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition report is filed when an issuer changes its fiscal year end. The term "foreign private issuer" is defined in Rule 3b-4 under the Exchange Act. (b) A foreign private issuer must file its annual report on this Form within six months after the end of the fiscal year covered by the report. (c) A foreign private issuer filing a transition report on this Form must file its report in accordance with the requirements set forth in Rule 13a-10 or Rule 15d-10 under the Exchange Act that apply when an issuer changes its fiscal year end. B. General Rules and Regulations That Apply to this Form. (a) The General Rules and Regulations under the Securities Act of 1933 (referred to as the Securities Act) contain general requirements that apply to registration on any form. Read these general requirements carefully and follow them when preparing and filing registration statements and reports on this Form. In addition to the definitions in the General Rules and Regulations, General Instruction F defines certain terms for purposes of the items of this Form. (b) Pay particular attention to Regulation 12B under the Exchange Act, which contains general requirements about matters such as the kind and size of paper to be used, the legibility of the registration statement or report, the information to give in response to a requirement to state the title of securities, the language to be used and the filing of the registration statement or report. In addition to the definitions in Rule 12b-2, General Instruction F defines certain terms for purposes of the items of this Form. C. How to Prepare Registration Statements and Reports on this Form. (a) Do not use this Form as a blank form to be filled in; use it only as a guide in the preparation of the registration statement or annual report. General Instruction E states which items must be responded to in a registration statement and which items must be responded to in an annual report. The registration statement must contain the numbers and captions of all items. You may omit the text following each caption in this Form, which describes what must be disclosed under each item. Omit the text of all instructions in this Form. If an item is inapplicable or the answer to the item is in the negative, respond to the item by making a statement to that effect. (b) Unless an item directs you to provide information as of a specific date or for a specific period, give the information in a registration statement as of a date reasonably close to the date of filing the registration statement and give the information in an annual report as of the latest practicable date. (c) Note Rule 12b-20, which states: "In addition to the information expressly required to be included in a statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading." (d) If the same information required by this Form also is required by the body of accounting principles used in preparing the financial statements, you may respond to an item of this Form by providing a cross-reference to the location of the information in the financial statements, in lieu of repeating the information. (e) Note Item 10 of Regulation S-K which explains the Commission policy on projections of future economic performance and the Commission policy on securities ratings. (f) If you are providing the information required by this Form in connection with a registration statement under the Securities Act, note that Rules 421(b) and 421(c) require you to follow plain English drafting principles. You should read Securities Act Release No. 7497 (January 28, 1998) for information on plain English principles. Also, we refer you to "A Plain English Handbook - How to create clear SEC disclosure documents," issued by the Office of Investor Education and Assistance. D. How to File Registration Statements and Reports on this Form. File with the Commission (i) three complete copies of the registration statement or report, including financial statements, exhibits and all other papers and documents filed as part of the registration statement or report, and (ii) five additional copies of the registration statement or report, which need not contain exhibits. File at least one complete copy of the registration statement or report, including financial statements, exhibits and all other papers and documents filed as part of the registration statement or report, with each exchange on which any class of securities is or will be registered. Manually sign at least one complete copy of the registration statement or report filed with the Commission and one copy filed with each exchange. Type or print the signatures on copies that are not manually signed. See Rule 12b-11(d) for instructions about manual signatures and the Instructions as to Exhibits of this Form for instructions about signatures pursuant to powers of attorney. Registration statements and reports are filed with the Commission by sending or delivering them to our File Desk between the hours of 9:00 a.m. and 5:30 p.m., Washington, D.C. time. The File Desk is closed on weekends and federal holidays. If you file a registration statement or report by mail or by any means other than hand delivery, the address is U.S. Securities and Exchange Commission, Attention: File Desk, 450 Fifth Street, N.W., Washington, D.C. 20549. We consider documents to be filed on the date our File Desk receives them. We do not require foreign private issuers to file registration statements and reports under our Electronic Data Gathering and Retrieval System (EDGAR). We encourage you to use EDGAR, if possible, because documents filed through EDGAR are easily accessible to the public through the Commission’s Internet Web site and through other electronic means. If you have technical questions about EDGAR or want to request an access code, call the EDGAR Filer Support Office at (202) 942-8900. If you have questions about the EDGAR rules, call the Office of EDGAR Policy at (202) 942-2940. E. Which Items to Respond to in Registration Statements and Annual Reports. (a) Exchange Act Registration Statements. A registration statement filed under the Exchange Act on this Form must include the information specified in Part I and Part III. Read the instructions to each item carefully before responding to the item. In some cases, the instructions may permit you to omit some of the information specified in certain items in Part I. (b) Annual Reports. An annual report on this Form must include the information specified in Parts I, II and III. Read the instructions to each item carefully before responding to the item. In some cases, the instructions may permit you to omit some of the information specified in certain items in Part I. You may omit certain information if it was previously reported and has not changed. If that is the case, you do not have to file copies of the previous report with the report being filed on this Form. (c) Financial Statements. A registration statement or annual report filed on this Form must contain the financial statements and related information specified in Item 17 of this Form. We encourage you to provide the financial statements and related information specified in Item 18 of this Form in lieu of Item 17, but the Item 18 statements and information are not required. In certain circumstances, Forms F-2 or F-3 for the registration of securities under the Securities Act require that you provide the financial statements and related information specified in Item 18 in your annual report on Form 20-F. Consult those Securities Act forms for the specific requirements and consider the potential advantages of complying with Item 18 instead of Item 17 of this Form. Note that Items 17 and 18 may require you to file financial statements of other entities in certain circumstances. These circumstances are described in Regulation S-X. The financial statements must be audited in accordance with U.S. generally accepted auditing standards, and the auditor must comply with the U.S. standards for auditor independence. If you have any questions about these requirements, contact the Office of Chief Accountant in the Division of Corporation Finance at (202) 942-2960. (d) Securities Act Registration Statements. The registration statement forms under the Securities Act direct you to provide information required by specific items of Form 20-F. Some items of Form 20-F only apply to Securities Act registration statements, and you do not have to respond to those items if you are using Form 20-F to file an Exchange Act registration statement or an annual report. The instructions to the items of Form 20-F identify which information is required only in Securities Act registration statements. F. Definitions The following definitions apply to various terms used in this Form, unless the context indicates otherwise. Affiliate - An "affiliate" of a specified person or entity refers to one who, directly or indirectly, either controls, is controlled by or is under common control with, the specified person or entity. Beneficial owner - The term "beneficial owner" of securities refers to any person who, even if not the record owner of the securities, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities. A person also is considered to be the "beneficial owner" of securities that the person has the right to acquire within 60 days by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a "controlling interest," which means the direct or indirect power to direct the management and policies of the entity. Company - References to the "company" mean the company whose securities are being offered or listed, and refer to the company on a consolidated basis unless the context indicates otherwise. Directors and senior management - This term includes (a) the company’s directors, (b) members of its administrative, supervisory or management bodies, (c) partners with unlimited liability, in the case of a limited partnership with share capital, (d) nominees to serve in any of the aforementioned positions, and (e) founders, if the company has been established for fewer than five years. The persons covered by the term "administrative, supervisory or management bodies" vary in different countries and, for purposes of complying with the disclosure standards, will be determined by the host country. In the United States, the persons referred to by this term correspond to a U.S. company’s "executive officers" as defined in Rule 405 under the Securities Act of 1933, as amended and Rule 3b-7 under the Securities Exchange Act of 1934, as amended. Document - This term covers prospectuses and offering documents used in connection with a public offering of securities and registration statements or prospectuses used in connection with the initial listing of securities. Instruction: References to the "document" mean whatever type of document is being prepared using these disclosure requirements, including, as applicable, a prospectus, an Exchange Act registration statement, and an annual report. Equity securities - The term "equity securities" includes common or ordinary shares, preferred or preference shares, options or warrants to subscribe for equity securities, and any securities, other than debt securities, which are convertible into or exercisable or redeemable for equity securities of the same company or another company. If the equity securities available upon conversion, exercise or redemption are those of another company, the disclosure standards also apply to the other company. Group - A "group" is a parent and all its subsidiaries. References to a company’s group mean the group of which it is a member. Home country - This term refers to the jurisdiction in which the company is legally organized, incorporated or established and, if different, the jurisdiction where it has its principal listing. Host country - This term refers to jurisdictions, other than the home country, in which the company is seeking to offer, register or list its securities. Instruction: Note that, for purposes of this Form, the term "host country" means the United States and its territories. Pre-emptive issue - The term "pre-emptive issue" and references to "pre-emptive purchase rights" refer to offerings made to the company's existing shareholders in order to permit them to maintain their pro rata ownership in the company. PART I Item 1. Identity of Directors, Senior Management and Advisers The purpose of this standard is to identify the company representatives and other individuals involved in the company's listing or registration. A. Directors and senior management. Provide the names, business addresses and functions of the company's directors and senior management. B. Advisers. Provide the names and addresses of the company's principal bankers and legal advisers to the extent the company has a continuing relationship with such entities, the sponsor for listing (where required by the host country regulations), and the legal advisers to the issue. C. Auditors. Provide the names and addresses of the company’s auditors for the preceding three years (together with their membership in a professional body). Instructions to Item 1: If you are filing Form 20-F as an annual report under the Exchange Act, you do not have to provide the information called for by Item 1. You must provide this information, to the extent applicable, if you are filing a registration statement under either the Securities Act or the Exchange Act. Instructions to Item 1.B: Regulated markets in the United States do not require sponsors for listing. If a sponsor is required for listing in another jurisdiction, disclose the identity of the sponsor. Item 2. Offer Statistics and Expected Timetable The purpose of this standard is to provide key information regarding the conduct of any offering and the identification of important dates relating to that offering. A. Offer statistics. For each method of offering, e.g., rights offering, general offering, etc., state the total expected amount of the issue, including the expected issue price or the method of determining the price and the number of securities expected to be issued. B. Method and expected timetable. For all offerings, and separately for each group of targeted potential investors, the document shall state the following information to the extent applicable to the offering procedure: 1. The time period during which the offer will be open, and where and to whom purchase or subscription applications shall be addressed. Describe whether the purchase period may be extended or shortened, and the manner and duration of possible extensions or possible early closure or shortening of this period. Describe the manner in which the latter shall be made public. If the exact dates are not known when the document is first filed or distributed to the public, describe arrangements for announcing the final or definitive date or period. 2. Method and time limits for paying up securities; where payment is partial, the manner and dates on which amounts due are to be paid. 3. Method and time limits for delivery of equity securities (including provisional certificates, if applicable) to subscribers or purchasers. 4. In the case of pre-emptive purchase rights, the procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised. 5. A full description of the manner in which results of the distribution of securities are to be made public, and when appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid). Instructions to Item 2: If you are filing Form 20-F as a registration statement or annual report under the Exchange Act, you do not have to provide the information called for by Item 2. You must provide this information if you are filing a registration statement under the Securities Act. Item 3. Key Information The purpose of this standard is to summarize key information about the company's financial condition, capitalization and risk factors. If the financial statements included in the document are restated to reflect material changes in the company’s group structure or accounting policies, the selected financial data also must be restated. See Item 8. A. Selected financial data. 1. The company shall provide selected historical financial data regarding the company, which shall be presented for the five most recent financial years (or such shorter period that the company has been in operation), in the same currency as the financial statements. Selected financial data for either or both of the earliest two years of the five-year period may be omitted, however, if the company represents to the host country regulator that such information cannot be provided, or cannot be provided on a restated basis, without unreasonable effort or expense. If interim period financial statements are included, the selected financial data should be updated for that interim period, which may be unaudited, provided that fact is stated. If selected financial data for interim periods is provided, comparative data from the same period in the prior financial year shall also be provided, except that the requirement for comparative balance sheet data is satisfied by presenting the year end balance sheet information. 2. The selected financial data presented shall include items generally corresponding to the following, except that the specific line items presented should be expressed in the same manner as the corresponding line items in the company's financial statements. Such data shall include, at a minimum, net sales or operating revenues; income (loss) from operations; income (loss) from continuing operations; net income (loss); net income (loss) from operations per share; income (loss) from continuing operations per share; total assets; net assets; capital stock (excluding long term debt and redeemable preferred stock); number of shares as adjusted to reflect changes in capital; dividends declared per share in both the currency of the financial statements and the host country currency, including the formula used for any adjustments to dividends declared; and diluted net income per share. Per share amounts must be determined in accordance with the body of accounting principles used in preparing the financial statements. 3. Where the financial statements provided in response to Item 8 are prepared in a currency other than the currency of the host country, disclosure of the exchange rate between the financial reporting currency and the currency of the host country should be provided, using the exchange rate designated by the host country for this purpose, if any: (a) at the latest practicable date; (b) the high and low exchange rates for each month during the previous six months; and (c) for the five most recent financial years and any subsequent interim period for which financial statements are presented, the average rates for each period, calculated by using the average of the exchange rates on the last day of each month during the period. B. Capitalization and indebtedness. A statement of capitalization and indebtedness (distinguishing between guaranteed and unguaranteed, and secured and unsecured, indebtedness) as of a date no earlier than 60 days prior to the date of the document shall be provided showing the company's capitalization on an actual basis and, if applicable, as adjusted to reflect the sale of new securities being issued and the intended application of the net proceeds therefrom. Indebtedness also includes indirect and contingent indebtedness. C. Reasons for the offer and use of proceeds. 1. The document shall disclose the estimated net amount of the proceeds broken down into each principal intended use thereof. If the anticipated proceeds will not be sufficient to fund all the proposed purposes, the order of priority of such purposes should be given, as well as the amount and sources of other funds needed. If the company has no specific plans for the proceeds, it should discuss the principal reasons for the offering. 2. If the proceeds are being used directly or indirectly to acquire assets, other than in the ordinary course of business, briefly describe the assets and their cost. If the assets will be acquired from affiliates of the company or their associates, disclose the persons from whom they will be acquired and how the cost to the company will be determined. 3. If the proceeds may or will be used to finance acquisitions of other businesses, give a brief description of such businesses and information on the status of the acquisitions. 4. If any material part of the proceeds is to be used to discharge, reduce or retire indebtedness, describe the interest rate and maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds of such indebtedness were put. D. Risk factors. The document shall prominently disclose risk factors that are specific to the company or its industry and make an offering speculative or one of high risk, in a section headed "Risk Factors." Companies are encouraged, but not required, to list the risk factors in the order of their priority to the company. Among other things, such factors may include, for example: the nature of the business in which it is engaged or proposes to engage; factors relating to the countries in which it operates; the absence of profitable operations in recent periods; the financial position of the company; the possible absence of a liquid trading market for the company's securities; reliance on the expertise of management; potential dilution; unusual competitive conditions; pending expiration of material patents, trademarks or contracts; or dependence on a limited number of customers or suppliers. The Risk Factors section is intended to be a summary of more detailed discussion contained elsewhere in the document. Instructions to Item 3: If you are filing Form 20-F as a registration statement or annual report under the Exchange Act, you do not have to provide the information called for by Item 3.B or 3.C. You must provide this information if you are filing a registration statement under the Securities Act. Throughout Form 20-F, the terms "financial year" and "fiscal year" have the same meaning. The term "fiscal year" is defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act. Instructions to Item 3.A: You may present the selected financial data on the basis of the accounting principles used in your primary financial statements. If you do this, however, you also must include in this summary any reconciliations of the data to U.S. generally accepted accounting principles and Regulation S-X, pursuant to Item 17 or 18 of this Form. In that case, you only have to provide selected financial data on a basis reconciled to U.S. generally accepted accounting principles for (i) those periods for which you were required to reconcile the primary annual financial statements in a filing under the Securities Act or the Exchange Act, and (ii) any interim periods. If you are unable to provide selected financial data for the earliest two years of the five-year period, submit the required representation to us before or at the time you file the document. Disclose in the document that data for the earliest two years have been omitted and explain the reasons for the omission. Instructions to Item 3.B: If you are not selling the new securities being issued in a firm commitment underwritten offering or an "all or none" best efforts offering, reflect the capitalization "as adjusted" for the net proceeds of the offering only in the following ways: 1. In a best efforts "minimum/maximum" offering, reflect both the minimum and maximum proceeds; and 2. In a rights offering or an offering of securities upon the exercise of outstanding warrants, reflect the proceeds only to the extent exercise is likely in view of the current market price. Instructions to Item 3.D: If you are providing this information in an annual report, the information may be limited to the most significant risk factors regarding your business, operations, industry or financial position that may have a negative effect on your future financial performance Item 4. Information on the Company The purpose of this standard is to provide information about the company's business operations, the products it makes or the services it provides, and the factors that affect the business. The standard also is intended to provide information regarding the adequacy and suitability of the company's properties, plants and equipment, as well as its plans for future increases or decreases in such capacity. A. History and development of the company. The following information shall be provided: 1. The legal and commercial name of the company. 2. The date of incorporation and the length of life of the company, except where indefinite. 3. The domicile and legal form of the company, the legislation under which the company operates, its country of incorporation and the address and telephone number of its registered office (or principal place of business if different from its registered office). Provide the name and address of the company's agent in the host country, if any. 4. The important events in the development of the company's business, e.g. information concerning the nature and results of any material reclassification, merger or consolidation of the company or any of its significant subsidiaries; acquisitions or dispositions of material assets other than in the ordinary course of business; any material changes in the mode of conducting the business; material changes in the types of products produced or services rendered; name changes; or the nature and results of any bankruptcy, receivership or similar proceedings with respect to the company or significant subsidiaries. 5. A description, including the amount invested, of the company's pri