Checklist for Annual Report on SEC Form 20-F(4-11)

SEC Checklist — Annual Report or Registration Statement/Transition to
Form 20F

January 2018

1

Checklist for Annual Report on SEC Form 20-F (1-18)

Entity: / Period:
Prepared By: / Date:
Reviewed By: / Date:

INSTRUCTIONS

This checklist is designed to provide information concerning the requirements of Form 20F.

INDEX
Definitions
General Instructions (Filing Requirements)
Part I of Form 20-F
Part II of Form 20-F
Part III of Form 20-F
Other Requirements
Review Procedures
Appendixes

Form 20-F, Registration Statement Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 or Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934or Transition Report to Section 13 or 15(d) of the Securities Exchange Act of 1934 (which consists of three parts), is reproduced in SEC Handbook (SECH). This checklist should not be considered “all-inclusive” but should be used in conjunction with Form 20-F, SEC Compliance Checklist—General (covering the requirements of Regulations S-K, S-X, and the tests for required disclosures), and the applicable sections of Regulations S-K and S-X.

Additional interpretive information relating to SEC reporting and disclosures can be obtained from the SEC’s website. This information includes:

  • The SEC Division of Corporation Finance’s:
  • Financial Reporting Manual
  • Frequently Requested Accounting and Financial Reporting Interpretations and Guidance
  • Current Issues and Rulemaking Projects
  • Current Accounting and Disclosure Issues
  • International Financial Reporting and Disclosure Issues.

Current Issues and Rulemaking Projects is updated periodically by the SEC’s Division of Corporation Finance and is available on the SEC’s website at .

Additional information regarding International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) can be found inthe U.S. Technical Libraryand the IASPlus website at .Information in italics represents additional instructions to the rules.

USE OF THIS CHECKLIST

This checklist is provided solely for your intended use and should not be provided to any other person or entity.

Deloitte & Touche LLP is not, by means of this checklist, rendering accounting or other professional advice or services. This checklist is not a substitute for professional advice or services, nor should it be used as the basis for any decision or action that may affect your business.

Deloitte & Touche LLP shall not be responsible for any loss sustained by any person who relies on this checklist.

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.
Conflict mineral —The term “conflict mineral” is defined in Section 1502(e)(4) of the Dodd-Frank Act as (1) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or (2) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the covered countries. Collectively, these four types of minerals are called 3TGs.
To date, the Secretary of State has not identified any further conflict minerals. If the Secretary of State modifies its list of conflict minerals, the Final Rule will automatically be updated accordingly.
Conflict minerals are used in a wide range of products including, but not limited to, mobile phones, computers, digital cameras, video game consoles, jewelry, light bulbs, pipes, electronic circuits and automobiles.
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 less 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.
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 list of securities. Note: references to the “document” mean whatever type of document is being prepared using Form 20-F disclosure requirements, including, as applicable, a prospectus, an Exchange Act registration statement, and an annual report.
Emerging Growth Company —An issuer is an emerging growth company (EGC) if it meets all the of following criteria:
(i)It had total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year.
(ii)It has either:
  1. Not yet had, or
  2. Had after December 8, 2011, its first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933.
  3. Has not yet met any of the disqualifying provisions.
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, that 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.
Foreign Private Issuer—(1) A foreign issuer other than a foreign government except for an issuer meeting the following conditions“as of the last business day of its most recently completed second fiscal quarter”[Regulation C, Rule 405 and Exchange Act Rule 3b-4]:
(i)More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned on record by U.S. residents, and
(ii)Any of the following:
  1. The majority of its executive officers or directors are U.S. citizens or residents
  2. More than 50 percent of the assets of the issuer are located in the United States
  3. The business of the issuer is administered principally in the United States.

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. Note that, as used in 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.
Shell company—The term “shell” company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has:
  • No or nominal operations and
  • Either:
  • No or nominal assets;
  • Assets consisting solely of cash and cash equivalents; or
  • Assets consisting of any amount of cash and cash equivalents and nominal other assets.
NOTE: For purposes of these definitions, the determination of a registrant’s assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant’s balance sheet prepared in accordance with GAAP on the date of that determination.
Accelerated filer—The term refers to an issuer after it first meets the following conditions as of the end of its fiscal year:
(i)The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $75 million or more, but less than $700 million, as of the last business day of the issuer’s most recently completed second fiscal quarter.
(ii)The issuer has been subject to the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or 78o(d)) (the “Exchange Act”) for a period of at least 12calendar months.
(iii)The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Exchange Act.
(iv)The issuer is not eligible to use the requirements for smaller reporting companies in part 229 of the Exchange Act for its annual and quarterly reports.
Large accelerated filer—The term refers to an issuer after it first meets the following conditions as of the end of its fiscal year:
(i)The issuer had an aggregate worldwide market value of the voting and nonvoting common equity held by its non-affiliates of $700 million or more, as of the last business day of the issuer’s most recently completed second fiscal quarter.
(ii)The issuer has been subject to the requirements of section 13(a) or 15(d) of the Exchange Act for a period of at least 12 calendar months.
(iii)The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Exchange Act.
(iv)The issuer is not eligible to use the requirements for smaller reporting companies in part 229 of the Exchange Act for its annual and quarterly reports.
Complied
With / Comments

general instructions (filing requirements)

1.Eligibility andDue Date.
Any foreign private issuer, other than an asset-backed issuer (as defined in 17 CFR 229.1101), may use Form 20-F as a registration statement under Section 12 of 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. 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. Also, refer to Section 6250, Changes in Fiscal Year, in the SEC Financial Reporting Manual.
A foreign private issuer must file its annual report on Form 20-F within four months after the end of the fiscal year covered by the report.
If all or any portion of Form 20-F cannot be filed timely without unreasonable effort or expense, an automatic extension of up to 15 calendar days is available. Notification on Form 12b-25 is to be filed with the SEC, giving reasons for the delay and should be filed no later than one business day after the due date of the report. Should one of the causes of the delay be the inability of the auditor to furnish the required audit report, a statement provided by the auditor to that effect is to be attached as an exhibit to Form 12b-25. [See Form and instructions in SECH.]
A foreign private issuer that was a shell company, other than a business combination related shell company, as those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before a transaction that causes it to cease to be a shell company must file a report on this form in accordance with the requirements set forth in Rule 13a-19 or Rule 15d-19 under the Exchange Act (17 CFR 240.13a-19 and 240.15d-19). Issuers filing such reports shall provide all information required in, and follow all instructions of, Form 20-F relating to an Exchange Act registration statement of all classes of the registrant’s securities subject to the reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such Act upon consummation of the transaction, with such information reflecting the registrant and its securities upon consummation of the transaction. Rule 12b-25 under the Exchange Act (17 CFR 240.12b-25) is not available to extend the due date of the report required under this subparagraph(d).
Title I of the JOBS Act, which was effective as of April 5, 2012, created a new category of issuers referred to as EGCs, whose financial reporting and disclosure requirements in certain areas differ from other categories of issuers.
Until the Commission amends the form requirements, Regulation S-X, and Regulation S-K to be consistent with the disclosure provisions for EGCs as set forth in Title I of the JOBS Act, an EGC may comply with Title I’s disclosure provisions in its registration statements, periodic reports, and proxy statements, even if doing so would be inconsistent with existing rules and regulations. The disclosure provisions in Title I supersede, in relevant part, existing rules and regulations.
The Division of Corporation Finance’s Frequently Asked Questions on Title I of the JOBS Act are available at:
2.General Rules and regulations that apply to 20-F.
2.Regulation 12B contains general requirements for registration and reporting under the Exchange Act. It deals with matters such as 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. Note also that in addition to the definitions in Rule 12b-2, General Instruction F defines certain terms for the purposes of 20-F Form is a list of definitions of terms used in the SEC’s rules and forms.
Note Regulation S-X, which applies to the presentation of financial information in a registration statement or report.
SEC Release 33-8879 footnote 136 clarifies that foreign private issuers that file financial statements prepared in accordance with IFRS as issued by the IASB will comply with IASB requirements for form and content within the financial statements, rather than with the specific presentation and disclosure provisions in Articles 4, 5, 6, 7, 9, and 10 of Regulation S-X.)
If the Form is being used as an annual report filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14).
A foreign private issuer that is a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), may not use the scaled disclosure requirements in Regulation S-X and Regulation S-K available to smaller reporting companies for the purposes of preparing this Form.
3.Preparation Registration statements and Reports on 20-F
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 or report must contain the numbers and captions of all items.
Except where information is required to be given for the fiscal year or as of a specified date for a registration statement, it should be given as of a date reasonably close to the date of the filing of the registration statement and for an annual report it should be given as of the latest practicable date.
Particular attention should be accorded to Rule 12b-20, which states: “In addition to the information expressly required to be included in a statement or report, there should be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.”
If the same information required by Form 20-F also is required by the body of accounting principles used in preparing the financial statements, the company may respond to an item of Form 20-F by providing a cross-reference to the location of the information in the financial statements, in lieu of repeating the information.
Note Item 10 of Regulation S-K, which explains the U.S. Securities and Exchange Commission’s (the “Commission’s”) policy on projections of future economic performance and the Commission’s policy on securities ratings, and the Commission’s policy on the use of non-GAAP financial measures in Commission filings.
4.Filing Registration statements and Reports on 20-F
Regulation 12B should be read in conjunction with Regulation
S-T, which governs the preparation and submission of documents in electronic format viathe Electronic Data Gathering and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17CFR Part 232).
The Form 20-F registration statement or annual report must be in the English language as required by Regulation S-T Rule 306 (17 CFR 232.306)
Signatures are required for the Form 20-F registration statement or annual report in accordance with Regulation S-T Rule 302 (17 CFR 232.302)
If the company is filing the Form 20-F registration statement or annual report in paper under a hardship exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, Company must 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. Whether filing electronically or in paper, Company must also 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. When submitting the Form 20-F in paper, Company must sign at least one complete copy of the registration statement or report filed with the Commission and one copy filed with each exchange in accordance with Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)). Company must conform the unsigned copies when submitting the Form 20-F registration statement or report in paper. When submitting the Form 20-F in electronic format to the Commission, you may submit a paper copy containing typed signatures to each United States stock exchange in accordance with Regulation S-T Rule 302(c) (17 CFR 302(c)). See also Exchange Act Rule 12b-12(d) and Form 20-F’s Instructions as to Exhibits for requirements concerning use of the English language and treatment of foreign language documents.