UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

 THE SECURITIES EXCHANGE ACT OF 1934

 GENERAL INSTRUCTIONS

A. Rule as to Use of Form 10-K.

(1) This Form shall be used for annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (15

U.S.C. 78m or 78o(d)) (the “Act”) for which no other form is prescribed. This Form also shall be used for transition

reports fi led pursuant to Section 13 or 15(d) of the Act.

(2) Annual reports on this Form shall be fi led within the following period:

(a) 60 days after the end of the fi scal year covered by the report (75 days for fi scal years ending before December

15, 2006) for large accelerated fi lers (as defi ned in 17 CFR 240.12b-2):

(b) 75 days after the end of the fiscal year covered by the report for accelerated fi lers (as defi ned in 17 CFR 240.12b-2); and

(c) 90 days after the end of the fi scal year covered by the report for all other registrants.

(3) Transition reports on this Form shall be fi led in accordance with the requirements set forth in Rule 13a-10 (17 CFR

240.13a-10) or Rule 15d-10 (17 CFR 240.15d-10) applicable when the registrant changes its fi scal year end.

(4) Notwithstanding paragraphs (2) and (3) of this General Instruction A., all schedules required by Article 12 of

Regulation S-X (17 CFR 210.12-01 - 210.12-29) may, at the option of the registrant, be fi led as an amendment to

the report not later than 30 days after the applicable due date of the report.

B. Application of General Rules and Regulations.

(1) The General Rules and Regulations under the Act (17 CFR 240) contain certain general requirements which are applicable to reports on any form. These general requirements should be carefully read and observed in the preparation

and fi ling of reports on this Form.

(2) Particular attention is directed to Regulation 12B which contains general requirements regarding matters such as

the kind and size of paper to be used, the legibility of the report, the information to be given whenever the title of

securities is required to be stated, and the fi ling of the report. The defi nitions contained in Rule 12b-2 should be

especially noted. See also Regulations 13A and 15D.

C. Preparation of Report.

(1) This form is not to be used as a blank form to be fi lled in, but only as a guide in the preparation of the report on paper

meeting the requirements of Rule 12b-12. Except as provided in General Instruction G, the answers to the items shall

be prepared in the manner specifi ed in Rule 12b-13.

(2) Except where information is required to be given for the fi scal year or as of a specifi ed date, it shall be given as of

the latest practicable date.

(3) Attention is directed to 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 the light of the circumstances under which they are made, not misleading.”

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D. Signature and Filing of Report.

(1) Three complete copies of the report, including fi nancial statements, fi nancial statement schedules, exhibits, and all 

other papers and documents fi led as a part thereof, and fi ve additional copies which need not include exhibits, shall 

be fi led with the Commission. At least one complete copy of the report, including fi nancial statements, fi nancial 

statement schedules, exhibits, and all other papers and documents fi led as a part thereof, shall be fi led with each exchange on which any class of securities of the registrant is registered. At least one complete copy of the report fi led 

with the Commission and one such copy fi led with each exchange shall be manually signed. Copies not manually 

signed shall bear typed or printed signatures.

(2) (a) The report must be signed by the registrant, and on behalf of the registrant by its principal executive offi cer or 

offi cers, its principal fi nancial offi cer or offi cers, its controller or principal accounting offi cer, and by at least 

the majority of the board of directors or persons performing similar functions. Where the registrant is a limited 

partnership, the report must be signed by the majority of the board of directors of any corporate general partner 

who signs the report. 

(b) The name of each person who signs the report shall be typed or printed beneath his signature. Any person who 

occupies more than one of the specifi ed positions shall indicate each capacity in which he signs the report. Attention is directed to Rule 12b-11 (17 CFR 240.12b-11) concerning manual signatures and signatures pursuant 

to powers of attorney.

(3) Registrants are requested to indicate in a transmittal letter with the Form 10-K whether the fi nancial statements in 

the report refl ect a change from the preceding year in any accounting principles or practices, or in the method of 

applying any such principles or practices.

E. Disclosure With Respect to Foreign Subsidiaries.

 Information required by any item or other requirement of this form with respect to any foreign subsidiary may be omitted 

to the extent that the required disclosure would be detrimental to the registrant. However, fi nancial statements and fi nancial 

statement schedules, otherwise required, shall not be omitted pursuant to this Instruction. Where information is omitted pursuant to this Instruction, a statement shall be made that such information has been omitted and the names of the subsidiaries 

involved shall be separately furnished to the Commission. The Commission may, in its discretion, call for justifi cation that 

the required disclosure would be detrimental.

F. Information as to Employee Stock Purchase, Savings and Similar Plans.

 Attention is directed to Rule 15d-21 which provides that separate annual and other reports need not be fi led pursuant to 

Section 15(d) of the Act with respect to any employee stock purchase, savings or similar plan if the issuer of the stock or other 

securities off ered to employees pursuant to the plan furnishes to the Commission the information and documents specifi ed 

in the Rule.

G. Information to be Incorporated by Reference.

(1) Attention is directed to Rule 12b-23 which provides for the incorporation by reference of information contained in 

certain documents in answer or partial answer to any item of a report.

(2) The information called for by Parts I and II of this form (Items l through 9A or any portion thereof) may, at the registrant’s option, be incorporated by reference from the registrant’s annual report to security holders furnished to the 

Commission pursuant to Rule 14a-3(b) or Rule 14c-3(a) or from the registrant’s annual report to security holders, 

even if not furnished to the Commission pursuant to Rule 14a-3(b) or Rule 14c-3(a), provided such annual report 

contains the information required by Rule 14a-3.

 Note 1. In order to fulfi ll the requirements of Part I of Form 10-K, the incorporated portion of the annual report to 

security holders must contain the information required by Items 1-3 of Form 10-K; to the extent applicable.

 Note 2. If any information required by Part I or Part II is incorporated by reference into an electronic format document from the annual report to security holders as provided in General Instruction G, any portion of the annual report 

to security holders incorporated by reference shall be fi led as an exhibit in electronic format, as required by Item 

601(b)(13) of Regulation S-K.
3

(3) The information required by Part III (Items 10, 11, 12, 13 and 14) may be incorporated by reference from the registrant’s defi nitive proxy statement (fi led or required to be fi led pursuant to Regulation 14A) or defi nitive information 

statement (fi led or to be fi led pursuant to Regulation 14C) which involves the election of directors, if such defi nitive 

proxy statement or information statement is fi led with the Commission not later than 120 days after the end of the 

fi scal year covered by the Form 10-K. However, if such defi nitive proxy statement or information statement is not 

fi led with the Commission in the l20 -day period or is not required to be fi led with the Commission by virtue of Rule 

3a12-3(b) under the Exchange Act, the Items comprising the Part III information must be fi led as part of the Form 

10-K, or as an amendment to the Form l0-K, not later than the end of the 120-day period. It should be noted that the 

information regarding executive offi cers required by Item 401 of Regulation S-K (§ 229.401 of this chapter) may be 

included in Part I of Form 10-K under an appropriate caption. See the Instruction to Item 401 of Regulation S-K (§ 

229.401 of this chapter).

(4) No item numbers of captions of items need be contained in the material incorporated by reference into the report. 

When the registrant combines all of the information in Parts I and II of this Form (Items 1 through 9A) by incorporation by reference from the registrant’s annual report to security holders and all of the information in Part III 

of this Form (Items 10 through 14) by incorporating by reference from a defi nitive proxy statement or information 

statement involving the election of directors, then, notwithstanding General Instruction C(1), this Form shall consist 

of the facing or cover page, those sections incorporated from the annual report to security holders, the proxy or information statement, and the information, if any, required by Part IV of this Form, signatures, and a cross-reference 

sheet setting forth the item numbers and captions in Parts I, II and III of this Form and the page and/or pages in the 

referenced materials where the corresponding information appears.

H. Integrated Reports to Security Holders.

 Annual reports to security holders may be combined with the required information of Form 10-K and will be suitable for 

fi ling with the Commission if the following conditions are satisfi ed:

(1) The combined report contains full and complete answers to all items required by Form 10-K. When responses to a 

certain item of required disclosure are separated within the combined report, an appropriate cross-reference should 

be made. If the information required by Part III of Form 10-K is omitted by virtue of General Instruction G, a defi nitive proxy or information statement shall be fi led.

(2) The cover page and the required signatures are included. As appropriate, a cross-reference sheet should be fi led 

indicating the location of information required by the items of the Form.

(3) If an electronic fi ler fi les any portion of an annual report to security holders in combination with the required information of Form 10-K, as provided in this instruction, only such portions fi led in satisfaction of the Form 10 -K 

requirements shall be fi led in electronic format.

I. Omission of Information by Certain Wholly-Owned Subsidiaries.

 If, on the date of the fi ling of its report on Form 10-K, the registrant meets the conditions specifi ed in paragraph (1) below, 

then such registrant may furnish the abbreviated narrative disclosure specifi ed in paragraph (2) below.

(1) Conditions for availability of the relief specifi ed in paragraph (2) below.

(a) All of the registrant’s equity securities are owned, either directly or indirectly, by a single person which is a 

reporting company under the Act and which has fi led all the material required to be fi led pursuant to section 13, 

14, or 15(d) thereof, as applicable, and which is named in conjunction with the registrant’s description of its 

business;

(b) During the preceding thirty-six calendar months and any subsequent period of days, there has not been any material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material 

default not cured within thirty days, with respect to any indebtedness of the registrant or its subsidiaries, and 

there has not been any material default in the payment of rentals under material long-term leases; 

(c) There is prominently set forth, on the cover page of the Form 10-K, a statement that the registrant meets the 

conditions set forth in General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore fi ling this Form with 

the reduced disclosure format; and

 (d) The registrant is not an asset-backed issuer, as defi ned in Item 1101 of Regulation AB (17 CFR 229.1101).
4

(2) Registrants meeting the conditions specifi ed in paragraph (1) above are entitled to the following relief:

(a) Such registrants may omit the information called for by Item 7, Management’s Discussion and Analysis of 

Financial Condition and Results of Operations provided that the registrant includes in the Form 10-K a management’s narrative analysis of the results of operations explaining the reasons for material changes in the amount 

of revenue and expense items between the most recent fi scal year presented and the fi scal year immediately 

preceding it. Explanations of material changes should include, but not be limited to, changes in the various elements which determine revenue and expense levels such as unit sales volume, prices charged and paid, production levels, production cost variances, labor costs and discretionary spending programs. In addition, the analysis 

should include an explanation of the eff ect of any changes in accounting principles and practices or method of 

application that have a material eff ect on net income as reported.

(b) Such registrants may omit the list of subsidiaries exhibit required by Item 601 of Regulation S-K (§ 229.601 of 

this chapter).

(c) Such registrants may omit the information called for by the following otherwise required Items: Item 10, Directors and Executive Offi cers of the Registrant; Item 11, Executive Compensation; Item 12, Security Ownership 

of Certain Benefi cial Owners and Management; and Item 13, Certain Relationships and Related Transactions.

(d) In response to Item l, Business, such registrant only need furnish a brief description of the business done by the 

registrant and its subsidiaries during the most recent fi scal year which will, in the opinion of management, indicate the general nature and scope of the business of the registrant and its subsidiaries, and in response to Item 2, 

Properties, such registrant only need furnish a brief description of the material properties of the registrant and 

its subsidiaries to the extent, in the opinion of the management, necessary to an understanding of the business 

done by the registrant and its subsidiaries.
5

J. Use of this Form by Asset-Backed Issuers.

The following applies to registrants that are asset-backed issuers. Terms used in this General Instruction J. have the same meaning as 

in Item 1101 of Regulation AB (17 CFR 229.1101).

(1) Items that May be Omitted. Such registrants may omit the information called for by the following otherwise required Items:

(a) Item 1, Business;

(b) Item 1A, Risk Factors and Item 1C, Cybersecurity;

(c) Item 2, Properties;

(d) Item 3, Legal Proceedings;

(e) [RESERVED];

(f) Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;

(g) [RESERVED];

(h) Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations;

(i) Item 7A, Quantitative and Qualitative Disclosures About Market Risk;

(j) Item 8, Financial Statements and Supplementary Data;

(k) Item 9, Changes in and Disagreements With Accountants on Accounting and Financial Disclosure;

(l) Item 9A, Controls and Procedures;

(m) If the issuing entity does not have any executive officers or directors, Item 10, Directors and Executive Officers of 

the Registrant, Item 11, Executive Compensation, Item 12, Security Ownership of Certain Beneficial Owners and 

Management, and Item 13, Certain Relationships and Related Transactions; and

(n) Item 14, Principal Accountant Fees and Services.

(2) Substitute Information to be Included. In addition to the Items that are otherwise required by this Form, the registrant must furnish

in the Form 10-K the following information:

(a) Immediately after the name of the issuing entity on the cover page of the Form 10-K, as separate line items, the exact

name of the depositor as speci fi ed in its charter and the exact name of the sponsor as speci fi ed in its charter. Include a 

Central Index Key number for the depositor and the issuing entity, and if available, the sponsor.

(b) Item 1112(b) of Regulation AB;

(c) Items 1114(b)(2) and 1115(b) of Regulation AB;

(d) Item 1117 of Regulation AB;

(e) Item 1119 of Regulation AB;

(f) Item 1122 of Regulation AB; and

(g) Item 1123 of Regulation AB.

(3) Signatures.

The Form 10-K must be signed either:

(a) On behalf of the depositor by the senior offi cer in charge of securitization of the depositor; or

(b) On behalf of the issuing entity by the senior offi cer in charge of the servicing function of the servicer. If multiple servicers

are involved in servicing the pool assets, the senior offi cer in charge of the servicing function of the master servicer (or entity

performing the equivalent function) must sign if a representative of the servicer is to sign the report on behalf of the issuing

entity. 
6

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-K

[ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fi scal year ended __________________________________________________________________________

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 

1934

For the transition period from _______________________ to ____________________________________________ 

Commission file number _________________________________________________________________________

 ______________________________________________________________________________________________

(Exact name of registrant as specifi ed in its charter)

 ____________________________________ _______________________ 

State or other jurisdiction of (I.R.S. Employer 

 incorporation or organization Identifi cation No.)

 _______________________________________________________________________________________________

(Address of principal executive offi ces) (Zip Code)

Registrant’s telephone number, including area code _____________________________________________

Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading Name of each exchange on which registered 

 Symbol(s) 

_______________________________________________________________________________________________

_______________________________________________________________________________________________

 Securities registered pursuant to section 12(g) of the Act:

 _______________________________________________________________________________________________

(Title of class)

 _______________________________________________________________________________________________

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defi ned in Rule 405 of the Securities Act.

 Yes No

Indicate by check mark if the registrant is not required to fi le reports pursuant to Section 13 or Section 15(d) of the Act.

 Yes No

Note – Checking the box above will not relieve any registrant required to fi le reports pursuant to Section 13 or 15(d) of the Exchange 

Act from their obligations under those Sections.

(Mark One) 

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7

 Indicate by check mark whether the registrant (1) has fi led all reports required to be fi led by Section 13 or 15(d) of the 

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required 

to fi le such reports), and (2) has been subject to such fi ling requirements for the past 90 days. 

 Yes No

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be 

submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such 

shorter period that the registrant was required to submit such fi les). 

 Yes No

 

 Indicate by check mark whether the registrant is a large accelerated fi ler, an accelerated fi ler, a non-accelerated fi ler, a 

smaller reporting company, or an emerging growth company. See the defi nitions of “large accelerated fi ler,” “accelerated 

fi ler,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act. 

 Large accelerated fi ler Accelerated fi ler 

 

 Non-accelerated fi ler Smaller reporting company 

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition 

period for complying with any new or revised fi nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has fi led a report on and attestation to its management’s assessment of 

the eff ectiveness of its internal control over fi nancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 

7262(b)) by the registered public accounting fi rm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the fi nancial statements 

of the registrant included in the fi ling refl ect the correction of an error to previously issued fi nancial statements. 

 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive offi cers during the relevant recovery period pursuant 

to §240.10D-1(b). 

 Indicate by check mark whether the registrant is a shell company (as defi ned in Rule 12b-2 of the Act). Yes No

State the aggregate market value of the voting and non-voting common equity held by non-affi liates computed by reference 

to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the 

last business day of the registrant’s most recently completed second fi scal quarter. 

 Note.—If a determination as to whether a particular person or entity is an affi liate cannot be made without involving 

unreasonable eff ort and expense, the aggregate market value of the common stock held by non-affi liates may be calculated 

on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

 APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 Indicate by check mark whether the registrant has fi led all documents and reports required to be fi led by Section 12, 13 

or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confi rmed by a 

court. Yes No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable 

date.
8

DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) 

into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; 

and (3) Any prospectus fi led pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should 

be clearly described for identifi cation purposes (e.g., annual report to security holders for fi scal year ended December 24, 

1980).

PART I

[See General Instruction G2]

Item 1. Business.

Furnish the information required by Item 101 of Regulation S-K (§ 229.101 of this chapter) except that the discussion of the development of the registrant’s business need only include developments since the beginning of the fi scal year 

for which this report is fi led.

Item 1A. Risk Factors.

Set forth, under the caption “Risk Factors,” where appropriate, the risk factors described in Item 105 of Regulation S-K (§ 

229.105 of this chapter) applicable to the registrant. Provide any discussion of risk factors in plain English in accordance with

Rule 421(d) of the Securities Act of 1933 (§230.421(d) of this chapter). Smaller reporting companies are not required to provide the 

information required by this item.

Item 1B. Unresolved Staff Comments.

If the registrant is an accelerated fi ler or a large accelerated fi ler, as defi ned in Rule 12b-2 of the Exchange Act (§240.12b-2 

of this chapter), or is a well-known seasoned issuer as defi ned in Rule 405 of the Securities Act (§230.405 of this chapter) and has 

received written comments from the Commission staff regarding its periodic or current reports under the Act not less than 180 days 

before the end of its fi scal year to which the annual report relates, and such comments remain unresolved, disclose the substance of 

any such unresolved comments that the registrant believes are material. Such disclosure may provide other information including the 

position of the registrant with respect to any such comment.

Item 1C. Cybersecurity.

(a) Furnish the information required by Item 106 of Regulation S-K (§ 229.106 of this chapter).

Item 2. Properties.

 Furnish the information required by Item 102 of Regulation S-K (§ 229.102 of this chapter).

Item 3. Legal Proceedings.

(a) Furnish the information required by Item 103 of Regulation S-K (§ 229.103 of this chapter).

(b) As to any proceeding that was terminated during the fourth quarter of the fi scal year covered by this report, furnish

information similar to that required by Item 103 of Regulation S-K (§ 229.103 of this chapter), including the date

of termination and a description of the disposition thereof with respect to the registrant and its subsidiaries.

Item 4. Mine Safety Disclosures.

 If applicable, provide a statement that the information concerning mine safety violations or other regulatory matters required 

by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K (17 CFR 

229.104) is included in exhibit 95 to the annual report. 
9

PART II

[See General Instruction G2]

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases 

of Equity Securities.

(a) Furnish the information required by Item 201 of Regulation S-K (17 CFR 229.201) and Item 701 of Regulation S-K

(17 CFR 229.701) as to all equity securities of the registrant sold by the registrant during the period covered by the

report that were not registered under the Securities Act. If the Item 701 information previously has been included in

a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K (17 CFR 249.308), it need not be furnished.

(b) If required pursuant to Rule 463 (17 CFR 230.463) of the Securities Act of 1933, furnish the information required

by Item 701(f) of Regulation S-K (§229.701(f) of this chapter).

(c) Furnish the information required by Item 703 of Regulation S-K (§ 229.703 of this chapter) for any repurchase

made in a month within the fourth quarter of the fiscal year covered by the report. Provide disclosures covering

repurchases made on a monthly basis. For example, if the fourth quarter began on January 16 and ended on April

15, the chart would show repurchases for the months from January 16 through February 15, February 16 through

March 15, and March 16 through April 15.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Furnish the information required by Item 303 of Regulation S-K (§ 229.303 of this chapter).

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Furnish the information required by Item 305 of Regulation S-K (§ 229.305 of this chapter).

Item 8. Financial Statements and Supplementary Data.

(a) File financial statements meeting the requirements of Regulation S-X (§ 210 of this chapter), except § 210.3-05, §

210.3-14, § 210.6-11, § 210.8-04, § 210.8-05, § 210.8-06 and Article 11 thereof, and the supplementary financial 

information required by Item 302 of Regulation S-K (§ 229.302 of this chapter). Financial statements of the registrant and 

its subsidiaries consolidated (as required by Rule 14a-3(b)) must be filed under this item. Other financial statements and 

schedules required under Regulation S-X may be filed as “Financial Statement Schedules” pursuant to Item 15, Exhibits, 

Financial Statement Schedules, and Reports on Form 8-K, of this form. 

(b) A smaller reporting company may provide the information required by Article 8 of Regulation S-X in lieu of any fi

nancial statements required by Item 8 of this Form. 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

Furnish the information required by Item 304(b) of Regulation S-K (§ 229.304(b) of this chapter).

Item 9A. Controls and Procedures.

Furnish the information required by Item 307 and 308 of Regulation S-K (§229.307 and §229.308 of this chapter).

Item 9B. Other Information.

(a) The registrant must disclose under this item any information required to be disclosed in a report on Form 8-K during the fourth

quarter of the year covered by this Form 10-K, but not reported, whether or not otherwise required by this Form 10-K. If disclosure of 

such information is made under this item, it need not be repeated in a report on Form 8-K which would otherwise be required to be fi led 

with respect to such information or in a subsequent report on Form 10-K.

(b) Furnish the information required by Item 408(a) of Regulation S-K (§ 229.408(a) of this chapter).
10

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

(a) A registrant identified by the Commission pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.

7214(i)(2)(A)) as having retained, for the preparation of the audit report on its financial statements included in the Form 10-K, a 

registered public accounting firm that has a branch or o ffice that is located in a foreign jurisdiction and that the Public Company 

Accounting Oversight Board has determined it is unable to inspect or investigate completely because of a position taken by an 

authority in the foreign jurisdiction must electronically submit to the Commission on a supplemental basis documentation that 

establishes that the registrant is not owned or controlled by a governmental entity in the foreign jurisdiction. The registrant must 

submit this documentation on or before the due date for this form. A registrant that is owned or controlled by a foreign governmental 

entity is not required to submit such documentation.

(b) A registrant that is a foreign issuer, as defined in 17 CFR 240.3b-4, identified by the Commission pursuant to Section 104(i)

(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on 

its financial statements included in the Form 10-K, a registered public accounting firm that has a branch or o ffice that is located in a 

foreign jurisdiction and that the Public Company Accounting Oversight Board has determined it is unable to inspect or investigate 

completely because of a position taken by an authority in the foreign jurisdiction, for each year in which the registrant is so identifi ed,

must provide the below disclosures. Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure 

that results in additional foreign entities being consolidated in the financial statements of the registrant is required to provide the below 

disclosures for itself and its consolidated foreign operating entity or entities. A registrant must disclose:

(1) That, for the immediately preceding annual financial statement period, a registered public accounting firm that the

PCAOB was unable to inspect or investigate completely, because of a position taken by an authority in the foreign jurisdiction, issued 

an audit report for the registrant;

(2) The percentage of shares of the registrant owned by governmental entities in the foreign jurisdiction in which the

registrant is incorporated or otherwise organized; 

(3) Whether governmental entities in the applicable foreign jurisdiction with respect to that registered public accounting fi rm

have a controlling financial interest with respect to the registrant;

(4) The name of each o fficial of the Chinese Communist Party who is a member of the board of directors of the registrant or

the operating entity with respect to the registrant; and

(5) Whether the articles of incorporation of the registrant (or equivalent organizing document) contains any charter of the

Chinese Communist Party, including the text of any such charter.

PART III 

[See General Instruction G(3)]

Item 10. Directors, Executive O ffi cers and Corporate Governance.

Furnish the information required by Items 401, 405, 406 and 407(c)(3), (d)(4) and (d)(5), and 408(b) of Regulation SK (§ 229.401, § 229.405, § 229.406 and § 229.407(c)(3), (d)(4) and (d)(5), and § 229.408(b) of this chapter).

Item 11. Executive Compensation.

Furnish the information required by Item 402 of Regulation S-K (§ 229.402 of this chapter) and paragraph (e)(4) and (e)

(5) of Item 407 of Regulation S-K (§ 229.407(e)(4) and (e)(5) of this chapter).

Item 12. Security Ownership of Certain Benefi cial Owners and Management and Related Stockholder Matters.

Furnish the information required by Item 201(d) of Regulation S-K (§ 229.201(d) of this chapter) and Item 403 of Regulation S-K (§ 229.403 of this chapter).

Item 13. Certain Relationships and Related Transactions, and Director Independence.
11

 Furnish the information required by Item 404 of Regulation S-K (§ 229.404 of this chapter) and Item 407(a) of Regulation S-K (§ 229.407(a) of this chapter).

Item 14. Principal Accountant Fees and Services.

Furnish the information required by Item 9(e) of Schedule 14A (§240.14a-101 of this chapter).

(1) Disclose, under the caption Audit Fees, the aggregate fees billed for each of the last two fi scal years for professional 

services rendered by the principal accountant for the audit of the registrant’s annual fi nancial statements and review 

of fi nancial statements included in the registrant’s Form 10-Q (17 CFR 249.308a) or services that are normally 

provided by the accountant in connection with statutory and regulatory fi lings or engagements for those fi scal years.

(2) Disclose, under the caption Audit-Related Fees, the aggregate fees billed in each of the last two fi scal years for 

assurance and related services by the principal accountant that are reasonably related to the performance of the audit 

or review of the registrant’s fi nancial statements and are not reported under Item 9(e)(1) of Schedule 14A. Registrants 

shall describe the nature of the services comprising the fees disclosed under this category.

(3) Disclose, under the caption Tax Fees, the aggregate fees billed in each of the last two fi scal years for professional 

services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Registrants shall 

describe the nature of the services comprising the fees disclosed under this category.

(4) Disclose, under the caption All Other Fees, the aggregate fees billed in each of the last two fi scal years for products 

and services provided by the principal accountant, other than the services reported in Items 9(e)(1) through 9(e)

(3) of Schedule 14A. Registrants shall describe the nature of the services comprising the fees disclosed under this 

category.

(5) (i) Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 

of Regulation S-X.

 (ii) Disclose the percentage of services described in each of Items 9(e)(2) through 9(e)(4) of Schedule 14A that were 

 approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant’s engagement to 

audit the registrant’s fi nancial statements for the most recent fi scal year that were attributed to work performed by 

persons other than the principal accountant’s full-time, permanent employees.

PART IV

Item 15. Exhibit and Financial Statement Schedules.

(a) List the following documents fi led as a part of the report:

(1) All fi nancial statements;

(2) Those fi nancial statement schedules required to be fi led by Item 8 of this form, and by paragraph (b) below.

(3) Those exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter) and by paragraph (b) below. 

Identify in the list each management contract or compensatory plan or arrangement required to be fi led as an 

exhibit to this form pursuant to Item 15(b) of this report.

(b) Registrants shall fi le, as exhibits to this form, the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this 

chapter).

(c) Registrants shall fi le, as fi nancial statement schedules to this form, the fi nancial statements required by Regulation 

S -X (17 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including 

 (1) separate fi nancial statements of subsidiaries not consolidated and fi fty percent or less owned persons; 
12

 (2) separate fi nancial statements of affi liates whose securities are pledged as collateral; and 

 (3) schedules.

Item 16. Form 10–K Summary.

 Registrants may, at their option, include a summary of information required by this form, but only if each item in thesummary 

 is presented fairly and accurately and includes a hyperlink to the material contained in this form to which such item relates, 

including to materials contained in any exhibits fi led with the form.

 Instruction: The summary shall refer only to Form 10-K disclosure that is included in the form at the time it is fi led. A registrant need not update the summary to refl ect information required by Part III of Form 10-K that the registrant incorporates 

by reference from a proxy or information statement fi led after the Form 10-K, but must state in the summary that the summa 

ry does not include Part III information because that information will be incorporated by reference from a later fi led proxy or 

information statement involving the election of directors.

SIGNATURES

[See General Instruction D]

 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused 

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) ___________________________________________________________________________________________

By (Signature and Title)* _______________________________________________________________________________

Date ______________________________________________________________________________________________

 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following 

persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* ________________________________________________________________________________

Date ______________________________________________________________________________________________

By (Signature and Title)* ________________________________________________________________________________

Date _______________________________________________________________________________________________

Supplemental Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants 

Which Have Not Registered Securities Pursuant to Section 12 of the Act

(a) Except to the extent that the materials enumerated in (1) and/or (2) below are specifi cally incorporated into this Form 

by reference, every registrant which fi les an annual report on this Form pursuant to Section 15(d) of the Act must 

furnish to the Commission for its information at the time of fi ling its report on this form, an electronic submission 

in accordance with the EDGAR Filer Manual, of the following:

(1) Any annual report to security holders covering the registrant’s last fi scal year; and

(2) Every proxy statement, form of proxy or other proxy soliciting material sent to more than ten of the registrant’s 
13

security holders with respect to any annual or other meeting of security holders.

(b) The foregoing material shall not be deemed to be “fi led” with the Commission or otherwise subject to the liabilities 

of Section 18 of the Act, except to the extent that the registrant specifi cally incorporates it in its annual report on this 

Form by reference.

(c) If no such annual report or proxy material has been sent to security holders, a statement to that eff ect shall be included 

under this caption. If such report or proxy material is to be furnished to security holders subsequent to the fi ling of 

the annual report of this Form, the registrant shall so state under this caption and shall furnish copies of such material 

to the Commission when it is sent to security holders.