UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

(Translation of registrant name into English)

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent of service)

Approximate date of commencement of proposed sale of the securities to the public __________________________________

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the 

following box and list the Securities Act registration statement number of the earlier effective registration statement for the same 

offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and 

list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant 

has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided 

pursuant to Section 7(a)(2)(B) of the Securities Act .

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its 

Accounting Standards Codification after April 5, 2012.

GENERAL INSTRUCTIONS

A. Rule as to Use of Form F-4.

1. This Form may be used by any foreign private issuer, as defined in Rule 405 (§230.405 of this chapter), for registration

under the Securities Act of 1933 (the “Securities Act”) of securities to be issued: (1) in a transaction of the type specified

in paragraph (a) of Rule 145 (§230.145 of this chapter); (2) in a merger in which the applicable law would not require

the solicitation of the votes or consents of all of the security holders of the company being acquired; (3) in an exchange

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offer for securities of the issuer or another entity; (4) in a public reoffering or resale of any such securities acquired pursuant 

to this registration statement; or (5) in more than one of the kinds of transactions listed in (1) through (4) registered on one 

registration statement.

2. If the registrant meets the requirements of and elects to comply with the provisions in any item of this Form or Form S‐4

(§239.25) that provides for incorporation by reference of information about the registrant or the company being acquired, the

prospectus must be sent to the security holders no later than 20 business days prior to the date on which the meeting of such

security holders is held or, if no meeting is held, the earlier of 20 business days prior to either (1) the date the votes, consents

or authorizations may be used to effect the corporate action or (2) If votes, consents or authorizations are not used, the date

the transaction is consummated. Attention is directed to Sections 13(e), 14(d) and 14(e) of the Securities Exchange Act of

1934 (the “Exchange Act”) and the rules and regulations thereunder regarding other time periods in connection with exchange

offers and going private transactions.

3. This form shall not be used if the registrant is a registered investment company.

B. Information with Respect to the Registrant

1. Information with respect to the registrant shall be provided in accordance with the items referenced in one of the following

subparagraphs:

(a) Items 10 and 11 of this Form, if the registrant elects this alternative and meets the following requirements for use of

Form F-3 (§239.33 of this chapter) (hereinafter, with respect to the registrant, “meets the requirements for use of Form

F-3”) for this offering of securities:

(i) The registrant meets the requirements of General Instruction I.A. of Form F-3, and

(ii) One of the following is met:

A. The registrant meets the aggregate market value requirement of General Instruction I.B.1. of Form F‐3; or

B. Non-convertible debt or preferred securities are to be offered pursuant to this registration statement and are

“investment grade securities” as defined in General Instruction I.B.2. of Form F-3; or

C. The registrant is a majority-owned subsidiary and one of the conditions of General Instruction I.A.5. of

Form F-3 is met.

(b) Items 12 and 13 of this Form, if the registrant meets the requirements for use of Form F-3 and elects this alternative;

or

(c) Item 14 of this Form, if the registrant does not meet the requirements for use of Form F-3, or if it otherwise elects this

alternative.

2. If the registrant is a real estate entity of the type described in General Instruction A to Form S-11 (§239.18 of this chapter),

the information prescribed by Items 12, 13, 14, 15 and 16 of the Form S-11 shall be furnished about the registrant in addition

to the information provided pursuant to Items 10 through 14 of this Form. The information prescribed by such Items of Form

S-11 may be incorporated by reference into the prospectus if (a) a registrant qualifies for and elects to provide information

pursuant to alternative 1.a. or 1.b. of this instruction and (b) the documents incorporated by reference pursuant to such elected

alternative contain such information.

C. Information With Respect to the Company Being Acquired.

1. Information with respect to the company whose securities are being acquired (hereinafter including, where securities of the

registrant are being offered in exchange for securities of another company, such other company) shall be provided in accordance

with the items referenced in one of the following subparagraphs:

(a) Item 15 of this Form, if the company being acquired meets requirements of General Instruction I.A. and I.B. (hereinafter,

with respect to the company being acquired, “meets the requirements for use of Form F-3”) for use of Form F-3 and this

alternative is elected;

(b) Item 16 of this Form, if the company being acquired meets the requirements for use of Form F-3 and this alternative

is elected; or

(c) Item 17 of this Form, if the company being acquired does not meet the requirements for use of Form F‐3, or if this

alternative is otherwise elected.

(d) If the company to be acquired is a U.S. company, the registrant shall present information about such other company

pursuant to Instructions C and F of Form S-4 (§239.25 of this chapter).
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2. If the company being acquired is a real estate entity of the type described in General Instruction A to Form S-11, the information

that would be required by Items 13, 14, 15 and 16(a) of Form S-11 if securities of such company were being registered

shall be furnished about such company being acquired in addition to the information provided pursuant to this Form. The

information prescribed by such Items of Form S-11 may be incorporated by reference into the prospectus if: (a) the company

being registered would qualify for use of the level of disclosure prescribed by alternative 1.a. or 1.b. of this instruction and

such alternative is elected; and (b) the documents incorporated by reference pursuant to such elected alternative contain such

information.

D. Application of General Rules and Regulations.

1. Attention is directed to the General Rules and Regulations under the Securities Act, particularly those comprising Regulation

C thereunder (§230.400 et seq. of this chapter). That Regulation contains general requirements regarding the preparation and

filing of registration statements.

2. Attention is directed to Regulation S-K (Part 229 of this chapter) and Form 20-F for the requirements applicable to the content

of non-financial statement portions of registration statements under the Securities Act. Where this Form directs the registrant

to furnish information required by Regulation S-K or Form 20-F and the item of Regulation S-K or Form 20-F so provides,

information need only be furnished to the extent appropriate.

3. [Reserved]

4. A registrant must file the Form F-4 registration statement in electronic format via the Commission's Electronic Data Gathering

and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR part 232), except

that a registrant that has obtained a hardship exception under Regulation S-T Rule 201 or 202 (17 CFR 232.201 or 232.202)

may file the registration statement in paper. For assistance with EDGAR questions, call the Filer Support Office at (202) 551-

8900.

5. The Form F-4 registration statement must be in the English language, as required by Regulation S-T Rule 306 (17 CFR 232.306)

for electronic filings and Securities Act Rule 403(c) (17 CFR 230.403(c)), generally. If the registration statement requires the

inclusion, as an exhibit or attachment, of a document that is in a foreign language, the registrant must provide instead either

an English translation or an English summary of the foreign language document in accordance with Securities Act Rule

403(c) (17 CFR 230.403(c)) for both electronic and paper filings. The registrant may submit a copy of the unabridged foreign

language document along with the English translation or English summary as permitted by Regulation S-T Rule 306(b) (17

CFR 232.306(b)) for electronic filings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)(4)) for paper filings.

E. Compliance With Exchange Act Rules.

1. If a corporation or other person submits a proposal to its security holders entitled to vote on, or consent to, the transaction

in which the securities being registered are to be issued, and such person’s submission to its security holders is subject to

Regulation 14A (§§240.14a-1 through 14a-101 of this chapter) or 14C (§§240.14c-1 through 14c-101 of this chapter) under

the Exchange Act, then the provisions of such Regulations shall apply in all respects to such person’s submission, except

that: (a) The prospectus may be in the form of a proxy or information statement and may contain the information required by

this Form in lieu of that required by Schedule 14A (§240.14a-101) or 14C (§240.14c-101) of Regulation 14A or 14C under

the Exchange Act; and (b) copies of the preliminary and definitive proxy or information statement, form of proxy or other

material filed as a part of the registration statement shall be deemed filed pursuant to such person’s obligations under such

Regulations.

2. If the proxy or information statement material sent to security holders is not subject to Regulation 14A or 14C, all such material

shall be filed as a part of the registration statement at the time the statement is filed or as an amendment thereto prior to the

use of such material.

3. If the transaction in which the securities being registered are to be issued is subject to Section 13(e), 14(d) or 14(e) of the

Exchange Act, the provisions of those sections and the rules and regulations thereunder shall apply to the transaction in addition

to the provisions of this Form.

F. Registration Statements Subject to Rule 415(a)(1)(viii) (§230.415(a)(1)(viii) of this chapter)

If the registration statement relates to offerings of securities pursuant to Rule 415(a)(1)(viii), required information about the type of

contemplated transaction (and the company being acquired) need only be furnished as of the date of initial effectiveness of the registration 

statement to the extent practicable. The required information about the specific transaction and the particular company being acquired 

must be included in the prospectus by means of a post-effective amendment. Each post-effective amendment filed to provide required 

information about a specific transaction and particular company being acquired must include in the exhibit required by Item 21(d) of 

this Form the maximum aggregate amount or maximum aggregate offering price of the securities to which the post-effective amendment 

relates.
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G. Roll-Up Transactions.

1. If securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation S‐K

(17 CFR 229.901(c)), then the disclosure provisions of Subpart 229.900 of Regulation S-K (17 CFR 229.900) shall apply to

the transaction in addition to the provisions of this Form. To the extent that the disclosure requirements of Subpart 229.900

are inconsistent with the disclosure requirements of any other applicable forms or schedules, the requirements of Subpart

229.900 are controlling.

2. If securities to be registered on this Form will be issued in a roll-up transaction as defined in Item 901(c) of Regulation S‐K

(17 CFR 229.901(c)), the prospectus must be distributed to security holders no later than the lesser of 60 calendar days prior

to the date on which action is to be taken or the maximum number of days permitted for giving notice under applicable state

law.

3. Attention is directed to the proxy rules (17 CFR 240.14a-1 etseq.) and Rule 14e-7 of the tender offer rules (17 CFR 240.14e‐7)

if the securities to be registered on this Form will be issued in a roll-up transaction. Such rules contain provisions specifically

applicable to roll-up transactions, whether or not the entities involved have securities registered pursuant to Section 12 of the

Exchange Act.

H. Registration of Additional Securities.

With respect to the registration of additional securities for an offering pursuant to Rule 462(b) under the Securities Act, the registrant

may file a registration statement consisting only of the following: the facing page; a statement that the contents of the earlier registration 

statement, identified by file number, are incorporated by reference; required opinions, consents, and filing fee-related information; 

the signature page; and any price-related information omitted from the earlier registration statement in reliance on Rule 430A that the 

registrant chooses to include in the new registration statement. The information contained in such a Rule 462(b) registration statement 

shall be deemed to be a part of the earlier registration statement as of the date of effectiveness of the Rule 462(b) registration statement. 

Any opinion or consent required in the Rule 462(b) registration statement may be incorporated by reference from the earlier registration 

statement with respect to the offering, if: (i) such opinion or consent expressly provides for such incorporation; and (ii) such opinion 

relates to the securities registered pursuant to Rule462(b). See Rule 439(b) under the Securities Act [17 CFR 230.439(b)].

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

A. INFORMATION ABOUT THE TRANSACTION

Item 1. Forepart of Registration Statement and Outside Front Cover Page of Prospectus.

Set forth in the forepart of the registration statement and on the outside front cover page of the prospectus the information required 

by Item 501 of Regulation S-K (§229.501 of this chapter).

Item 2. Inside Front and Outside Back Cover Pages of Prospectus.

Provide the information required by Item 502 of Regulation S-K. In addition, on the inside front cover page, you must state

(1) that the prospectus incorporates important business and financial information about the company that is not included in or

delivered with the document; and

(2) that this information is available without charge to security holders upon written or oral request. Give the name, address, and

telephone number to which security holders must make this request. In addition, you must state that to obtain timely delivery,

security holders must request the information no later than five business days before the date they must make their investment

decision. Specify the date by which security holders must request this information. You must highlight this statement by

print type or otherwise.

Note to Item 2. If you send any of the information that is incorporated by reference in the prospectus to security holders, you

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

Item 3. Risk Factors, Ratio of Earnings to Fixed Charges and Other Information.

Provide in the forepart of the prospectus a summary containing the information required by Items 105 and 503 of Regulation S-K 

(§ 229.105 and § 229.503 of this chapter) and the following:
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(a) The name, complete mailing address (including the Zip Code), and telephone number (including the area code) of the principal

executive offices of the registrant and the company being acquired;

(b) A brief description of the general nature of the business conducted by the registrant and by the company being acquired;

(c) A brief description of the transaction in which the securities being registered are to be offered;

(d) The information required by Item 3.A of Form 20-F (selected financial data) for the registrant and the company being acquired.

If the information is required to be presented in the prospectus pursuant to Items 12, 14, 16 or 17, it need not be presented

pursuant to this Item;

(e) If material, the information required by Item 3.A of Form 20-F for the registrant on a pro forma basis, giving effect to the

transaction. If the information is required to be presented in the prospectus pursuant to Items 12 or 14, it need not be presented

pursuant to this Item.

(f) In comparative columnar form, historical and pro forma per share data of the registrant and historical and equivalent per share

data of the company being acquired for the following items:

(1) book value per share as of the date financial data is presented pursuant to Item 3.A of Form 20-F (selected financial

data);

(2) cash dividends declared per share for the periods for which financial data is presented pursuant to Item 8 of Form 20‐F

(selected financial data); and

(3) income (loss) per share from continuing operations for the periods for which financial data is presented pursuant to Item

3.A of Form 20-F (selected financial data).

Instructions to paragraph (e) &( f).

1. For a business combination accounted for as a purchase, the financial information required by paragraphs (e) and (f) shall be

presented only for the most recent fiscal year and interim period. For a combination of entities under common control, the

financial information required by paragraphs (e) and (f) (except for information with regard to book value) shall be presented

for the most recent three fiscal years and interim period. For a combination of entities under common control, information with

regard to book value shall be presented as of the end of the most recent fiscal year and interim period. Equivalent pro forma

per share amounts shall be calculated by multiplying the pro forma income (loss) per share before non-recurring charges or

credits directly attributable to the transaction, pro forma book value per share, and the pro forma dividends per share of the

registrant by the exchange ratio so that the per share amounts are equated to the respective values for one share of the company

being acquired.

2. Instructions to Item 3.A of Form 20-F is applicable to the financial information presented hereunder to the extent that this

Form requires reconciliation of financial statements of foreign private issuers to U.S. generally accepted accounting principles

(“U.S. GAAP”) and Regulation S-X (Part 210 of this chapter).

(g) In comparative columnar form, the market value of securities of the company being acquired (on an historical and equivalent

per share basis) and the market value of the securities of the registrant (on an historical basis) as of the date preceding public

announcement of the proposed transaction, or, if no such public announcement was made, as of the day preceding the day the

agreement with respect to the transaction was entered into;

(h) With respect to the registrant and the company being acquired, a brief statement comparing the percentage of outstanding

shares entitled to vote held by directors, executive officers and their affiliates and the vote required for approval of the proposed

transaction;

(i) A statement as to whether any regulatory requirements other than the U.S. federal securities laws, must be complied with or

approval must be obtained in connection with the transaction, and if so, the status of such compliance or approvals;

(j) A statement about whether or not dissenters’ rights of appraisal exist, including a cross-reference to the information provided

pursuant to Item 18 or 19 of this Form; and

(k) A brief statement about the tax consequences of the transaction or if appropriate, consisting of a cross-reference to the

information provided pursuant to Item 4 of this Form.

Item 4. Terms of the Transaction.

(a) Furnish a summary of the material features of the proposed transaction. The summary shall include, where applicable:

(1) A brief summary of the terms of the acquisition agreement;
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(2) The reasons of the registrant and of the company being acquired for engaging in the transaction;

(3) The information required by Item 10.A of Regulation S-K (§229.202 of this chapter), description of registrant’s securities,

unless: (i) the registrant would meet the requirements for use of Form F-3 and elects to furnish information pursuant

to Item 10, (ii) capital stock is to be registered, and (iii) securities of the same class are registered under Section 12 of

the Exchange Act and listed for trading on a national exchange, or are securities for which bid and offer quotations are

reported in an automated quotations system operated by a national securities association;

(4) An explanation of any material differences between the rights of security holders of the company being acquired and

the rights of holders of the securities being offered;

(5) A brief statement as to the accounting treatment of the transaction;

(6) The tax consequences of the transaction; and

(7) A discussion of any material differences in the corporate laws of the country of the company to be acquired and the

country of the surviving company. The discussion should include, but not necessarily be limited to: corporate governance,

board structure, quorums, class action suits, shareholder derivative suits, rights to inspect corporate books and records,

rights to inspect the shareholder list, and rights of directors and officers to obtain indemnification from the company.

(b) If a report, opinion or appraisal materially relating to the transaction has been received from an outside party, and such report,

opinion or appraisal is referred to in the prospectus, furnish the information called for by Item 9(b)(1) through (6) of Schedule

13E-3 (§240.13e-100 of this chapter).

(c) Incorporate the acquisition agreement by reference into the prospectus, by means of a statement to that effect.

Item 5. Pro Forma Financial Information.

Furnish financial information required by Article 11 of Regulation S-X (§210.11-01 et seq. of this chapter) with respect to this 

transaction.

Instructions

1. Any other Article 11 information required to be presented (rather than incorporated by reference) pursuant to other Items of this

Form shall be presented together with the information provided pursuant to Item 5, but the presentation shall clearly distinguish

between this transaction and any other.

2. If pro forma financial information with respect to all other transactions is incorporated by reference pursuant to Item 11 or 15 of

this Form only the pro forma results need be presented as part of the pro forma financial information required by this Item.

Item 6. Material Contacts With the Company Being Acquired.

Describe any past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or transactions 

during the periods for which financial statements are presented or incorporated by reference pursuant to Part I. B. or C. of this Form 

between the company being acquired or its affiliates and the registrant or its affiliates, such as those concerning: a merger, consolidation 

or acquisition; a tender offer or other acquisition of securities; an election of directors; or a sale or other transfer of a material amount of 

assets.

Item 7. Additional Information Required for Reoffering by Persons and Parties Deemed To Be Underwriters.

If any of the securities are to be reoffered to the public by any person or party who is deemed to be an underwriter thereof, furnish 

the following information in the prospectus at the time it is being used for the reoffer of the securities, to the extent it is not already 

furnished therein:

(a) The information required by Item 9.D of Form 20-F (§249.220F of this chapter); and

(b) Information with respect to the consummation of the transaction pursuant to which the securities were acquired and any

material change in the registrant’s affairs subsequent to the transaction.

Item 8. Interests of Named Experts and Counsel.

Furnish the information required by Item 7.C of Form 20-F (§249.220F of this chapter).

Item 9. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.

Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
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B. INFORMATION ABOUT THE REGISTRANT

Item 10. Information With Respect to F-3 Companies.

If the registrant meets the requirements for use of Form F-3 and elects to furnish information in accordance with the provisions of 

this Item, furnish information as required below:

(a) Describe any and all material changes in the registrant’s affairs that have occurred since the end of the latest fiscal year for

which audited financial statements are incorporated by reference in accordance with Item 11 of this Form and that have not

been described in a report on Form 6-K (§249.306 of this chapter), Form 10-Q (§249.308a of this chapter) or Form 8-K

(§249.308 of this chapter) filed under the Exchange Act;

(b) If the financial statements incorporated by reference in accordance with Item 11 of this Form are not sufficiently current to

comply with Item 8.A of Form 20-F, financial statements necessary to comply with that rule shall be presented either in the

prospectus, in an amended Form 20-F, 40-F or 10-K (in which case the prospectus shall disclose that such form has been so

amended), or in a Form 6-K, Form 10-Q or Form 8-K; and

(c) Include in the prospectus, if not incorporated by reference from the documents filed under the Exchange Act specified in Item

11 of this Form, from a prospectus previously filed pursuant to Rule 424(b) or (c) under the Securities Act (§230.424 of this

chapter) or, where no prospectus was required to be filed pursuant to Rule 424(b), the prospectus included in the registration

statement at effectiveness, or from a Form 6-K filed during either of the two preceding fiscal years:

(1) Financial information required by Rule 3-05 (§210.3-05 of this chapter) and Article 11 of Regulation S-X with respect

to transactions other than that pursuant to which the securities being registered are to be issued;

(2) Restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X if there has

been a change in accounting principles or a correction of an error where such change or correction requires a material

retroactive restatement of financial statements;

(3) Restated financial statements prepared in accordance with or, if prepared using a basis of accounting other than IFRS as

issued by the IASB, reconciled to U.S. GAAP and Regulation S-X where one or more business combinations accounted

for as combinations of entities under common control have been consummated subsequent to the most recent fiscal year

and the transferred businesses, considered in the aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X

(§210.11-01(b) of this chapter); or

(4) Any financial information required because of a material disposition of assets outside the normal course of business.

Instruction

Reference is made to Rules 4-01(a)(2) and 10-01 of Regulation S-X (§§210.4-01(a)(2) and 210.10-01 of this chapter).

Item 11. Incorporation of Certain Information by Reference.

If the registrant furnishes information in accordance with the provisions of Item 10 of this Form:

(a) Incorporate by reference into the prospectus, by means of a statement to that effect listing all documents so incorporated, the

documents listed in paragraph (1) below and, if applicable, (2) and (3) below.

(1) The registrant’s latest annual report on Form 20-F, on Form 10-K or, in the case of registrants described in General

Instruction A.(2) of Form 40-F, on Form 40-F filed pursuant to Section 13(a) or 15(d) of the Exchange Act which contains

financial statements for the registrant’s latest fiscal year for which a Form 20-F, Form 10‐K or Form 40-F was required

to be filed;

(2) All reports filed pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the

financial statements in the report or registration statement incorporated pursuant to Item 11(a)(1) of this Form; and

(3) If capital stock is to be registered and securities of the same class are registered under Section 12 of the Exchange Act,

and (i) listed for trading or admitted to unlisted trading privileges on a national securities exchange; or (ii) are securities

for which bid and offer quotations are reported on an automated quotations system operated by a national securities

association the description of such class of securities which is contained in a registration statement filed under the

Exchange Act, including any amendment or reports filed for the purpose of updating such description.
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Instructions 

1. All annual reports or registration statements incorporated by reference pursuant to Item 11 of this Form shall contain

financial statements that comply with Item 18 of Form 20-F.

2. Where common equity securities are being issued, the information required by Item 9.A.4 of Form 20-F, nature of trading

markets, should be updated, to cover any subsequent interim periods for which interim financial statements are required

to be included to comply with Item 8.A of Form 20-F. Such updating may be made in the prospectus, in an amended

Form 20-F, Form 10‐K or, in the case of registrants described in General Instruction A.(2) of Form 40-F, Form 40-F, or

in a Form 6-K, Form 10-Q or Form 8-K, as applicable.

3. The registrant may incorporate by reference any Form 6-K meeting the requirements of Form F-3. See Rules 4‐01(a)

(2) and 10‐01 of Regulation S-X and Item 18 of Form 20-F.

(b) The prospectus also shall state that all annual reports on Form 20-F, on Form 10-K or, in the case of registrants described

in General Instruction A.(2) of Form 40-F, on Form 40-F and all Forms 10-Q and 8-K, and any Form 6-K so designated,

subsequently filed by the registrant pursuant to sections 31(a), 13(c) or 15(d) of the Exchange Act, prior to one of the following

dates, whichever is applicable, shall be deemed to be incorporated by reference into the prospectus.

(1) If a meeting of securityholders is to be held, the date on which such meeting is held;

(2) If a meeting of securityholders is not to be held, the date on which the transaction is consummated;

(3) If securities of the registrant are being offered in exchange for securities of any other issuer, the termination of the

offering; or

(4) If securities are being offered in a reoffering or resale of securities acquired pursuant to this registration statement, the

termination of such reoffering.

Instruction

1. For the registrant’s fiscal years ending before December 15, 2011, all annual reports or registration statements incorporated by

reference pursuant to Item 11 of this Form shall contain financial statements that comply with Item 18 of Form 20-F, except that

financial statements of the registrants may comply with Item 17 of Form 20-F if the only securities being registered are investment

grade securities as defined in the General Instructions to Form F-3. For the registrant’s fiscal years ending on or after December 15,

2011, all annual reports or registration statements incorporated by reference pursuant to Item 11 of this Form shall contain financial

statements that comply with Item 18 of Form 20-F.

Note: This second paragraph (b) was added in Release No. 33-7497 (¶86,003), January 28, 1998, effective October 1, 

1998, 63 F.R. 6370 without the deletion of the original paragraph (b)- CCH.

(c) You must

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

(2) state that the SEC maintains an Internet site that contains reports, proxy and information statements, and other information

regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov). Disclose

your Internet address, if available.

Item 12. Information With Respect to F-3 Registrants.

If the registrant meets the requirements for use of Form F-3 or Form S-3 and elects to comply with this Item, furnish the information 

required by either paragraph (a) or (b) of this Item. However, the registrant shall not provide prospectus information in the manner allowed 

by paragraph (a) of this Item if the financial statements incorporated by reference pursuant to Item 13 reflect: (1) restated financial statements 

prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X if there has been a change in accounting principles or a 

correction of an error where such a change or correction requires a material retroactive statement of financial statements; (2) restated 

financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S-X where a combination of entities under 

common control has been consummated subsequent to the most recent fiscal year and the transferred businesses, considered in the 

aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; or (3) any financial information required because of a material 

disposition of assets outside of the normal course of business.

(a) If the registrant elects to deliver this prospectus together with the annual report incorporated by reference pursuant to Item
9

13, or a complete and legible facsimile thereof:

(1) Indicate that the prospectus is accompanied by such annual report or registration statement.

(2) If the financial statements incorporated by reference pursuant to Item 13 of this Form are not sufficiently current to

comply with Rule 3-19 of Regulation S-X, provide the information required by Rule 10-01 of Regulation S-X and Item

9 of Form 20-F by one of the following means:

(i) including such information in the prospectus,

(ii) providing without charge to whom a prospectus is delivered a copy of the registrant’s Form 10-Q, Form 8-K or

Form 6-K report that contains such later information; or

(iii) in an amended Form 20-F, Form 40-F or Form 10-K in which case the prospectus shall disclose that the Form 20‐F,

Form 40-F or Form 10-K has been so amended.

(3) If not reflected in the registrant’s annual report incorporated by reference in accordance with Item 13 of this Form,

provide information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other than that

pursuant to which the securities being registered are to be issued.

(4) Describe any and all material changes in the registrant’s affairs that have occurred since the end of the latest fiscal year

for which audited financial statements are incorporated by reference in accordance with Item 13 of this Form and that

have not been described in a report on Form 6-K, Form 10-Q or Form 8-K delivered with the prospectus in accordance

with paragraph (2)(ii) of this Item.

(5) Where common equity securities are being issued, the information required by Item 9.A.4 of Form 20-F, nature of trading

markets, should be updated to cover any subsequent interim periods for which interim financial statements are required

to be included to comply with Item 8.A of Form 20-F. Such updating may be made in the prospectus, in an amended

Form 20-F, Form 10-K or Form 40-F, or in a Form 6-K, Form 10-Q or Form 8-K.

(b) If the registrant elects not to deliver its annual report incorporated by reference pursuant to Item 13 to the securityholders of

the company to be acquired:

(1) Furnish a brief description of the business done by the registrant and its subsidiaries during the most recent fiscal year

based on the requirements of Item 4 of Form 20-F. The description shall also take into account changes in the registrant’s

business that have occurred between the end of the latest fiscal year and the effective date of the registration statement.

(2) Include financial statements and information as required by Item 18 of Form 20-F. In addition, provide:

(i) the interim financial information as required by Rule 10-01 of Regulation S-X sufficient to meet the requirements

of Item 8.A of Form 20-F;

(ii) Financial information required by Rule 3-05 and Article 11 of Regulation S-X with respect to transactions other

than that pursuant to which the securities being registered are to be issued;

(iii) Restated financial statements prepared in accordance with or reconciled to U.S. GAAP and Regulation S­‐X if there

has been a change in accounting principles or a correction of an error where such change or correction requires a

material retroactive restatement of financial statements;

(iv) Restated financial statements prepared in accordance with or, if prepared using a basis of accounting other than

IFRS as issued by the IASB, reconciled to U.S. GAAP and Regulation S-X where a combination of entities under

common control has been consummated subsequent to the most recent fiscal year and the transferred businesses,

considered in the aggregate, are significant pursuant to Rule 11-01(b) of Regulation S-X; and

(v) Any financial information required because of a material disposition of assets outside the normal course of business.

Instruction

Reference is made to Item 4-01(a)(2) of Regulation S-X.

(3) Furnish the information required by the following:
10

(i) Items 4.B, 4.B.2, and 4.B.5 of Form 20-F, principal products, principal markets, methods of distribution, sales and 

revenues by categories of activity and into geographical markets;

(ii) Item 4.D of Form 20-F, properties if the registrant is engaged significantly in extractive industries;

(iii) Item 10.D of Form 20-F, exchange controls and other limitations on security holders;

(iv) Item 10.E of Form 20-F, taxation;

(v) Item 3.A of Form 20-F, selected financial data;

(vi) (A) Item 5 of Form 20-F, operating and financial review;

(B) Item 11 of Form 20-F, quantitative and qualitative disclosures of market risk;

(vii) Financial statements required by Item 18 of Form 20-F, and financial information required by Rule 3-05 and Article 

11 of Regulation S-X with respect to transactions other than that pursuant to which the securities being registered 

are to be issued; 

(viii) Financial statements required by Item 18 of Form 20-F, and financial information required by Rule 3-05 and Article 

11 of Regulation S-X with respect to transactions other than that pursuant to which the securities being registered 

are to be issued;

 

(ix) Item 16F of Form 20-F, change in registrant’s certifying accountant.

Item 13. Incorporation of Certain Information by Reference.

If the registrant furnishes information in accordance with the provisions of Item 12 of this Form, incorporate by reference into 

the prospectus, by means of a statement to that effect in the prospectus listing all documents so incorporated, the documents listed in 

paragraphs (a) and, if applicable, (b) below:

(a) The registrant’s latest annual report on Form 20-F, on Form 10-K or, in the case of registrants described in General Instruction 

A.(2) of Form 40-F, on Form 40-F filed pursuant to Section 13(a) or 15(d) of the Exchange Act which contains audited financial 

statements for the registrant’s latest fiscal year for which a Form 20-F, Form 10-K or Form 40-F was required to be filed; and

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the 

financial statements in the report incorporated pursuant to Item 13(a) of this Form.

Instructions

1. All annual reports incorporated by reference pursuant to Item 13 of this Form shall contain financial statements that comply with 

Item 18 of Form 20-F.

2. Where common equity securities are being issued, the information required by Item 5 of Form 20-F, nature of trading markets, 

should be updated to cover any subsequent interim periods for which interim financial statements are required to be included to 

comply with Rule 3-19 of Regulation S-X. Such updating may be made in the prospectus, in an amended Form 20-F, Form 10­‐K 

or Form 40-F or in a Form 6-K, Form 10-Q or Form 8-K.

3. The registrant may incorporate by reference and deliver with the prospectus any Form 6-K, Form 10-Q or Form 8-K containing 

information eligible to be incorporated by reference into Form F-1. See Rules 4-01(a)(2) and 10-01 of Regulation S-X and Item 18 

of Form 20-F.

4. Attention is directed to Rule 439 regarding consent to the use of material incorporated by reference.

(c) You must 

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

(2) state that the SEC maintains an Internet site that contains reports, proxy and information statements, and other information 

regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov). Disclose 

your Internet address, if available.
11

Item 14. Information With Respect to Foreign Registrants Other Than F-3 Registrants.

If the foreign registrant does not meet the requirements for use of Form F-3, or otherwise elects to comply with this Item in lieu of 

Items 10 and 11 or Items 12 and 13, furnish the following information:

(a) Item 4.A, 4.B, and 4.C of Form 20-F, description of business;

(b) Item 4.D of Form 20-F, description of property;

(c) Item 8.A.7 of Form 20-F, legal proceedings;

(d) Item 10.D of Form 20-F, exchange controls and other limitations affecting security holders;

(e) Item 10.E of Form 20-F, taxation;

(f) Item 3.A of Form 20-F, selected financial data;

(g) (1) Item 5 of Form 20-F, operational and financial review;

(2) Item 11 of Form 20-F, quantitative and qualitative disclosures of market risk.

(h) Financial statements required by Item 18 of Form 20-F. In addition, financial information required by Rule 3-05 and Article

11 of Regulation S-X with respect to transactions other than that pursuant to which the securities being registered are to be

issued. (Schedules required by Regulation S-X shall be filed as “Financial Statement Schedules” pursuant to Item 21 of this

Form.);

(i) Where common equity securities are being issued, the information required by Item 9.A.4 of Form 20-F, nature of trading

markets, should be updated to cover any subsequent interim periods for which interim financial statements are required to be

included to comply with Item 8.A of Form 20-F; and

(j) Item 16F of Form 20-F, change in registrant’s certifying accountant.

Instructions

The financial statements required herein shall comply with Item 8.A of Form 20-F. See also Rules 4-01(a)(2) and 10-01 of Regulation S-X.

C. INFORMATION ABOUT THE COMPANY BEING ACQUIRED

Item 15. Information With Respect to F-3 Companies.

If the company being acquired meets the requirements for use of Form F-3 and compliance with this Item is elected, furnish the 

information that would be required by Items 10 and 11 of this Form if securities of such company were being registered.

Instruction

Notwithstanding the requirements of Items 10 and 11, the financial statements of the company being acquired need only comply with 

the reconciliation requirements of Item 17 of Form 20-F.

Item 16. Information With Respect to F-3 Companies.

If the company being acquired meets the requirements for use of Form F-3 and compliance with this Item is elected, furnish the 

information that would be required by Items 12 and 13 of this Form if securities of such company were being registered.

Instruction

Notwithstanding the requirements of Items 10 and 11, the financial statements of the company being acquired need only comply with 

the reconciliation requirements of Item 17 of Form 20-F.

Item 17. Information With Respect to Foreign Companies Other Than F-3 Companies.

If the company being acquired does not meet the requirements for use of Form F-3, or compliance with this Item is otherwise elected 

in lieu of Item 15 or 16, furnish the information required by paragraph (a) or (b) of this Item, whichever is applicable.

(a) If the company being acquired is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, and

compliance with this subparagraph in lieu of subparagraph (b) of this Item is elected, furnish the information that would be

required by Item 14 of this Form if the securities of such company were being registered; however, only financial statements
12

complying with the reconciliation requirements of Item 17 of Form 20-F, and those schedules required by Rules 12-15, 28, 

and 29 of Regulation S-X (§210.12-15, 28, 29 of this chapter) need be provided with respect to the company being acquired.

(b) If the company being acquired is not subject to the reporting requirements of either Section 13(a) or 15(d) of the Exchange

Act, furnish the information that would be required by the following if securities of such company were being registered.

(1) A brief description of the business done by the company which indicates the general nature and scope of the business;

(2) Where common equity securities are being issued, the information required by Item 9.A.4 of Form 20-F, nature of

trading markets, updated to cover any subsequent interim periods for which interim financial statements are required to

be included to comply with Item 8.A of Form 20-F. Such updating may be made in the prospectus, in an amended Form

20-F, Form 10-K or, in the case of registrants described in General Instruction A.(2) of Form 40-F, Form 40‐F, or in a

Form 6-K, Form 10-Q or Form 8-K;

(3) Item 3.A of Form 20-F, selected financial data;

(4) (i) Item 5 of Form 20-F, management’s discussion and analysis of financial condition and results of operations;

(ii) Item 11of Form 20-F, quantitative and qualitative disclosures of market risk.

(5) Financial statements that would have been required to be included in an annual report on Form 20-F (§249.220f of this

chapter) had the company being acquired been required to prepare such a report. If the registrant’s security holders are

not voting, the transaction is not a roll-up transaction (as described by Item 901 of Regulation S-K (§229.901 of this

chapter), and:

(i) the company being acquired is significant to the registrant in excess of the 20% level as determined under §210.3-

05(b)(2), provide financial statements of the company being acquired for the latest fiscal year in conformity with

GAAP. In addition, if the company being acquired has provided its security holders with financial statements

prepared in conformity with GAAP for either or both of the two fiscal years before the latest fiscal year, provide

the financial statements for those years; or

(ii) the company being acquired is significant to the registrant at or below the 20% level, no financial information

(including pro forma and comparative per share information) for the company being acquired need be

provided; and

Instructions:

1. The financial statements required by this paragraph for the latest fiscal year need be audited only to the extent

practicable. The financial statements for the fiscal years before the latest fiscal year need not be audited if they

were not previously audited.

2. If this Form is used to register resales to the public by any person who is deemed an underwriter within the meaning

of Rule 145(c) (§230.145(c) of this chapter) with respect to the securities being reoffered, the financial statements

must be audited for the fiscal years required to be presented under paragraph (b)(2) of Rule 3-05 of Regulation

S-X (17 CFR 210.3-05(b)(2)).

3. In determining the significance of an acquisition for purposes of this paragraph, apply the tests prescribed in Rule

1-02(w) (§210.1-02(w) of this chapter).

(6) any interim financial statements that would be required to be included in order to comply with Item 8.A of Form 20-F;

and

(7) Schedules required by Rules 12-15, 28 and 29 of Regulation S-X.

Instructions to paragraph (b)(5) and (b)(6):

If the financial statements required by paragraphs (b)(5) and (b)(6) are prepared on the basis of a comprehensive body of 

accounting principles other than U.S. GAAP, provide a reconciliation to U.S. GAAP in accordance with Item 17 of Form 20-F 

(§249.220f of this chapter) unless a reconciliation is unavailable or not obtainable without unreasonable cost or expense. At

a minimum, provide a narrative description of all material variations in accounting principles, practices and methods used in

preparing the non-U.S. GAAP financial statements from those accepted in the U.S. when the financial statements are prepared

on a basis other than U.S. GAAP.
13

D. VOTING AND MANAGEMENT INFORMATION

Item 18. Information If Proxies, Consents or Authorizations Are To Be Solicited.

(a) If proxies, consents or authorizations are to be solicited, furnish the following information, except as provided by paragraph

(b) of this Item:

(1) The information required by Item 1 of Schedule 14A, date, time and place information;

(2) The information required by Item 2 of Schedule 14A, revocability of proxy;

(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of appraisal;

(4) The information required by Item 4 of Schedule 14A, persons making the solicitation;

(5) With respect to both, the registrant and the company being acquired, the information required by:

(i) Item 5 of Schedule 14A, interest of certain persons in matters to be acted upon; and

(ii) Item 6 of Schedule 14A, voting securities and principal holders thereof.

Instruction

The information specified in Item 7.A of Form 20-F may be provided in lieu of the information specified in Item 6(d) 

of Schedule 14A.

(6) The information required by Item 21 of Schedule 14A, vote required for approval;

(7) With respect to each person who will serve as a director or an executive officer of the surviving or acquiring company,

the information required by:

(i) Item 6.A of Form 20-F, directors and officers of registrant;

(ii) Items 6.B and 6.E of Form 20-F, remuneration and options; and

(iii) Item 7.B of Form 20-F, interest of management in certain transactions.

(b) If the registrant or the company being acquired meets the requirements for use of Form F-3, any information required

by paragraphs (a)(5)(ii) or (7) of this Item with respect to such company may be incorporated by reference from its latest

annual report on Form 20-F.

Item 19. Information if Proxies, Consents or Authorizations Are Not To Be Solicited or in an Exchange Offer.

(a) If the transaction is an exchange offer or if proxies, consents or authorizations are not to be solicited, furnish the following

information, except as provided by paragraph (b) of this Item:

(1) The information required by Item 2 of Schedule 14C, statement that proxies are not to be solicited;

(2) The date, time and place of the meeting of security holders, unless such information is otherwise disclosed in material

furnished to security holders with or preceding the prospectus.

(3) The information required by Item 3 of Schedule 14A, dissenters’ rights of appraisal;

(4) With respect to both the registrant and the company being acquired, a brief description of any material interest, direct

or indirect, by security holdings or otherwise, of affiliates of the registrant and of the company being acquired, in the

proposed transaction.

Instruction

This subparagraph shall not apply to any interest arising from the ownership of securities of the registrant where the

security holder receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class.

(5) With respect to both the registrant and the company being acquired, the information required by Item 6 of Schedule

14A, voting securities and principal holders thereof.

Instruction
14

The information specified in Item 4 of Form 20-F may be provided in lieu of the information specified in Item 6(d) of 

Schedule 14A.

(6) The information required by Item 21 of Schedule 14A, vote required for approval, and

(7) With respect to each person who will serve as a director or an executive officer of the surviving or acquiring company,

the information required by:

(i) Item 6.A of Form 20-F, directors and officers of the registrant;

(ii) Items 6.B and 6.E of Form 20-F, remuneration and options; and

(iii) Item 7.B of Form 20-F, interest of management in certain transactions.

(b) If the transaction is an exchange offer, furnish the information required by paragraph (a)(4), (a)(5) and (a)(7) of this Item,

except as provided by paragraph (c) of this Item.

(c) If the registrant or the company being acquired meets the requirements for use of Form F-3, any information required by

paragraphs (a)(5)(ii) and (7) of this Item with respect to such company may be incorporated by reference from its latest annual

report on Form 20-F.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).

Item 21. Exhibits and Financial Statement Schedules.

(a) Subject to the rules regarding incorporation by reference, furnish the exhibits as required by Item 601 of Regulation S-K

(§229.601 of this chapter).

(b) Furnish the financial statement schedules required by Regulation S-X and Item 14(e), Item 17(a) or Item 17(b)(7) of this Form.

These schedules should be lettered or numbered in the manner described for exhibits in paragraph (a) of this Item.

(c) If information is provided pursuant to Item 4(b) of this Form, furnish the report, opinion or appraisal as an exhibit hereto,

unless it is furnished as part of the prospectus.

(d) Furnish the following information, in substantially the tabular form indicated, as to each type and class of securities being

registered in the manner required by Item 601(b)(107) of Regulation S-K, provided, however that if this is an exhibit to a

post-effective amendment and the only disclosure presented is pursuant to General Instruction F of this Form and instruction

1.D below, the disclosure may be in solely narrative rather than substantially tabular form.
15

Calculation of Filing Fee Tables

.............. 

(Form Type)

................................................................ 

(Exact Name of Registrant as Specified in its Charter)

.............................................................. 

(Translation of Registrant’s Name into English)

Table 1: Newly Registered and Carry Forward Securities

Table 2: Fee Offset Claims and Sources

Security 

Type

Security

Class

Title

Fee

Calculation

or Carry

Forward

Rule

Amount

Registered

Proposed

Maximum

Offering

Price Per

Unit

Maximum

Aggregate

Offering

Price

Fee

Rate

Amount of

Registration

Fee

Carry

Forward

Form

Type

Carry

Forward 

File

Number

Carry

Forward

Initial

effective

date

Filing Fee

Previously

Paid In

Connection with

Unsold

Securities

to be

Carried

Forward

Newly Registered Securities

Fees to Be Paid X X X X X X X X

Fees Previously

Paid X X X X X X X

Carry Forward Securities

Carry Forward

Securities X X X X X X X X X

Total Offering Amounts X X

Total Fees Previously Paid X

Total Fee Offsets X

Net Fee Due X

Registrant

or Filer

Name

Form

or

Filing

Type

File

Number

Initial

Filing

Date

Filing

Date

Fee Offset

Claimed

Security

Type

Associated

with Fee

Offset

Claimed

Security

Title

Associated

with Fee

Offset

Claimed

Unsold

Securities

Associated

with Fee

Offset

Claimed

Unsold

Aggregate

Offering

Amount

Associated

with Fee

Offset

Claimed

Fee Paid

with Fee

Offset

Source

Rules 457(b) and 0-11(a)(2)

Fees Offset

Claims X X X X

Fees Offset

Sources X X X X X

Rule 457(p)

Fee Offset

Claims X X X X X X X X X

Fees Offset

Sources X X X X X
16

Table 3: Combined Prospectuses

Instructions to the Calculation of Filing Fee Tables and Related Disclosure 

(“Instructions”):

1. General Requirements.

A. Applicable Table Requirements.

The “X” designation indicates the information required to be disclosed, as applicable, in tabular format. Add as many rows of each 

table as necessary.

B. Security Types.

i. For securities that are being initially registered, choose a security type permitted to be registered on this form from the

following list of security types to respond to the applicable table requirement:

a. Asset-Backed Securities;

b. Debt;

c. Debt Convertible into Equity;

d. Equity;

e. Exchange-Traded Vehicle Securities;

f. Face Amount Certificates;

g. Limited Partnership Interests;

h. Mortgage Backed Securities;

i. Non-Convertible Debt;

j. Other; and

k. Unallocated (Universal) Shelf.

ii. When a table requires both security type and title of each class of securities, choose a security type from the list in Instruction

1.B.i and provide this information for each unique combination of security type and title of each class of securities. For example,

it would be appropriate to provide the following on separate lines of Table 1:

Equity Class A Preferred Shares

Equity Class B Preferred Shares

C. Fee Rate.

For the current fee rate, see https://www.sec.gov/ofm/Article/feeamt.html.

D. Maximum Aggregate Amounts and Offering Prices in Connection with Post-Effective Amendments.

If required by General Instruction F of this Form, provide in narrative format the maximum aggregate amount or maximum aggregate 

offering price of the securities to which the post-effective amendment relates.

E. Explanations.

If not otherwise explained in response to these instructions, disclose specific details relating to the fee calculation as necessary to 

clarify the information presented in each table, including references to the provisions of Rule 457 (§230.457 of this chapter) and any 

other rule being relied upon. All disclosure these Instructions require that is not specifically required to be presented in tabular format 

must appear in narrative format immediately after the table(s) to which it corresponds except the narrative disclosure referenced in 

Instruction 1.D must appear directly beneath the heading of this exhibit if the exhibit does not otherwise require a table.

Security Type Security Class Title Amount of Securities

Previously Registered

Maximum Aggregate

Offering Price of

Securities

Previously Registered

Form

Type

File

Number

Initial Effective

Date

X X X X X X X
17

2. Table 1: Newly Registered and Carry Forward Securities Table and Related Disclosure.

A. Newly Registered Securities.

For securities that are initially being registered on this form, provide the following information.

i. Fees to Be Paid and Fees Previously Paid

a. Fees to Be Paid.

Provide the information Table 1 requires under the heading “Newly Registered Securities” for the line item “Fees to Be

Paid” for securities to be registered for which filing fees have not already been paid in connection with the initial filing of this form 

or a pre-effective amendment.

b. Fees Previously Paid.

Provide the information Table 1 requires under the heading “Newly Registered Securities” for the line item “Fees Previously

Paid” for securities to be registered for which filing fees have already been paid in connection with the initial filing of this form or 

a pre-effective amendment.

ii. Fee Calculation or Carry Forward Rules.

a. Rule 457(a).

For a fee calculated as specified in Rule 457(a) (§230.457(a) of this chapter), enter “457(a)”.

b. Rule 457(f).

For a fee calculated as specified in Rule 457(f) (§230.457(f) of this chapter), enter “457(a)”, “457(o)” or “Other”, as

applicable.

Separately disclose the amount and value of securities to be received by 

the registrant or cancelled upon the issuance of securities registered on this 

Form, and explain how the value was calculated in accordance with Rule 

457(f)(1) and (2), as applicable. The explanation must include the value per 

share of the securities to be received by the registrant or cancelled upon the 

issuance of securities registered on this Form. Also disclose any amount of 

cash to be paid by the registrant in connection with the exchange or other 

transaction, and any amount of cash to be received by the registrant in 

connection with the exchange or other transaction. In accordance with Rule 

457(f)(3), to determine the maximum aggregate offering price for such a 

transaction, the registrant should deduct any amount of cash to be paid by 

the registrant in connection with the exchange or other transaction from, 

and add any amount of cash to be received by the registrant in connection 

with the exchange or other transaction to, the value of the securities to 

be received or cancelled as calculated in accordance with Rule 457(f)(1) 

and (2), as applicable. Omit from the table the maximum offering price 

per unit.

c. Rule 457(o).

If relying on Rule 457(o) under the Securities Act (§230.457(o) of this chapter) to register securities on this Form by

maximum aggregate offering price, enter “457(o)”. You may omit from any such row the Amount Registered and the Proposed 

Maximum Offering Price Per Unit.

d. Other.

If relying on a rule other than Rule 457(a), (f), or (o), enter “Other”.

iii. Other Tabular Information.

a. Provide the following information in the table for each unique combination of security type and title of each class of

securities to be registered as applicable except as otherwise provided by Instruction 2.A.iii.b:

1. The security type of the class of securities to be registered;

2. The title of the class of securities to be registered;

3. The amount of securities being registered expressed in terms of the number of securities, proposed maximum offering

price per unit and resulting proposed maximum aggregate offering price, or, if the related filing fee is calculated in reliance on Rule 

457(o), the proposed maximum aggregate offering price;

4. The fee rate; and
18

5. The registration fee.

b. When registering two or more classes of securities on this Form to be offered on a delayed or continuous basis pursuant

to §230.415(a)(1)(viii), Rule 457(o) permits the calculation of the registration fee to be based on the maximum aggregate offering 

price of all the newly registered securities listed in Table 1 on a combined basis if the registrant is eligible to use Form F-3 for a 

primary offering. In this event, Table 1 must list each of the classes of securities being registered, in tandem with its security type 

but may omit the proposed maximum aggregate offering price for each class. Following that list, Table 1 must list the security type 

“Unallocated (Universal) Shelf” and state the maximum aggregate offering price for all of the classes of securities on a combined 

basis.

iv. Pre-Effective Amendments.

If a pre-effective amendment is filed to concurrently (i) increase the amount of securities of one or more registered classes or

add one or more new classes of securities; and (ii) decrease the amount of securities of one or more registered classes, a registrant 

that did not rely on Rule 457(o) to calculate the filing fee due for the initial filing or latest pre-effective amendment to such filing 

may recalculate the total filing fee due for the registration statement in its entirety and claim an offset pursuant to Rule 457(b) in the 

amount of the filing fee previously paid in connection with the registration statement. This recalculation procedure is not available, 

however, if a pre-effective amendment is filed only to increase the amount of securities of one or more registered classes or add one 

or more new classes. A pre-effective amendment that uses this recalculation procedure must include the revised offering amounts 

as securities to be registered for which filing fees have not already been paid in connection with the initial filing of this form or a 

pre-effective amendment for purposes of Table 1. If you use this recalculation procedure, separately disclose that you are using it 

and expressly reference this Instruction 2.A.iv.

B. Carry Forward Securities.

If relying on Rule 415(a)(6) under the Securities Act (§230.415(a)(6) of this chapter) to carry forward to this registration statement 

unsold securities from an earlier registration statement, enter “415(a)(6)” in the table and provide, in a separate row for each 

registration statement from which securities are to be carried forward, and for each unique combination of security type and title 

of each class of securities to be carried forward, the following information:

i. The security type of the class of securities to be carried forward;

ii. The title of the class of securities to be carried forward;

iii. The amount of securities being carried forward expressed in terms of the number of securities (under the column heading

“Amount Registered”) and the amount of the maximum aggregate offering price, as specified in the fee table of the earlier filing, 

associated with those securities (under the column heading “Maximum Aggregate Offering Price”) or, if the related filing fee was 

calculated in reliance on Rule 457(o), the amount of securities carried forward expressed in terms of the maximum aggregate offering 

price (under the column heading “Maximum Aggregate Offering Price”);

iv. The form type, file number, and initial effective date of the earlier registration statement from which the securities are to be

carried forward; and

v. The filing fee previously paid in connection with the registration of the securities to be carried forward.

C. Totals.

i. Total Offering Amounts.

Provide the sum of the maximum aggregate offering price for both the newly registered and carry forward securities and the

aggregate registration fee for the newly registered securities.

ii. Total Fees Previously Paid.

Provide the aggregate of registration fees previously paid for the newly registered securities.

iii. Total Fee Offsets.

Provide the aggregate of the fee offsets that are claimed in Table 2 pursuant to Instruction 3.

iv. Net Fee Due.

Provide the difference between (a) the aggregate registration fee for the newly registered securities from the Total Offering

Amounts row; and (b) the sum of (i) the aggregate of registration fees previously paid for the newly registered securities from the 

Total Fees Previously Paid row; and (ii) the aggregate fee offsets claimed from the Total Fee Offsets row.

3. Table 2: Fee Offset Claims and Sources.

A. Terminology.

For purposes of this Instruction 3 and Table 2, the term “submission” means any

(i) initial filing of, or amendment (pre-effective or post-effective), to a fee-bearing document; or (ii) fee-bearing form of prospectus
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filed under Rule 424 under the Securities Act (§230.424 of this chapter), in all cases that was accompanied by a contemporaneous 

fee payment. For purposes of these instructions to Table 2, a contemporaneous fee payment is the payment of a required fee that is 

satisfied through the actual transfer of funds, and does not include any amount of a required fee satisfied through a claimed fee offset. 

Instructions 3.B.ii and 3.C.ii require a filer that claims a fee offset under Rule 457(b) or (p) under the Securities Act (§230.457(b) 

or (p) of this chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-11(a)(2) of this chapter) to identify previous submissions 

with contemporaneous fee payments that are the original source to which the fee offsets claimed on this filing can be traced. See

Instruction 3.D for an example.

B. Rules 457(b) and 0-11(a)(2).

If relying on Rule 457(b) under the Securities Act (§230.457(b) of this chapter) or Rule 0-11(a)(2) under the Exchange Act (§240.0-

11(a)(2) of this chapter) to offset some or all of the filing fee due on this registration statement by amounts paid in connection with 

earlier filings (other than this Form F-4 unless pursuant to Instruction 2.A.iv) relating to the same transaction, provide the following 

information:

i. Fee Offset Claims.

For each earlier filed Securities Act registration statement or Exchange Act document relating to the same transaction from

which a fee offset is being claimed, provide the information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” 

for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires the dollar amount of the previously paid filing 

fee to be offset against the currently due fee.

Note to Instruction 3.B.i.

If claiming an offset from a Securities Act registration statement, provide a detailed explanation of the basis for the claimed offset.

ii. Fee Offset Sources.

With respect to amounts claimed as an offset under Rule 457(b) or Rule 0-11(a)(2), identify those submissions with

contemporaneous fee payments that are the original source to which those amounts can be traced. For each submission identified, 

provide the information that Table 2 requires under the heading “Rules 457(b) and 0-11(a)(2)” for the line item “Fee Offset Sources”. 

The “Fee Paid with Fee Offset Source” column requires the dollar amount of the contemporaneous fee payment made with respect 

to each identified submission that is the source of the fee offset claimed pursuant to Rule 457(b) or 0-11(a)(2).

C. Rule 457(p).

If relying on Rule 457(p) under the Securities Act (§230.457(p) of this chapter) to offset some or all of the filing fee due on this 

registration statement with the filing fee previously paid for unsold securities under an earlier filed registration statement, provide 

the following information:

i. Fee Offset Claims.

For each such earlier filed registration statement from which the registrant is claiming a filing fee offset, provide the information

Table 2 requires under the heading “Rule 457(p)” for the line item “Fee Offset Claims”. The “Fee Offset Claimed” column requires 

the dollar amount of the previously paid filing fee to be offset against the currently due fee.

Notes to Instruction 3.C.i.

1. Provide a statement that the registrant has either withdrawn each prior registration statement or has terminated or completed any

offering that included the unsold securities under the prior registration statements.

2. If you were not the registrant under the earlier registration statements, entering information under the heading “Rule 457(p)”

pursuant to Instruction 3.C.i affirms that you are that registrant’s successor, majority-owned subsidiary, or parent owning more

than 50% of the registrant’s outstanding voting securities eligible to claim a filing fee offset. See the definitions of “successor” and

“majority-owned subsidiary” in Rule 405 under the Securities Act (§230.405 of this chapter).

ii. Fee Offset Sources.

With respect to amounts claimed as an offset under Rule 457(p), identify those submissions with contemporaneous fee payments

that are the original source to which those amounts can be traced. For each submission identified, provide the information Table 2 

requires under the heading “Rule 457(p)” for the line item “Fee Offset Sources”. The “Fee Paid with Fee Offset Source” column 

requires the dollar amount of the contemporaneous fee payment made with respect to each identified submission that is the source 

of the fee offset claimed pursuant to Rule 457(p).

D. Fee Offset Source Submission Identification Example.

A filer:

• Initially files a registration statement on Form F-1 on 1/15/20X1 (assigned file number 333-123456) with a fee payment of $10,000;

• Files pre-effective amendment number 1 to the Form F-1 (333-123456) on 2/15/20X1 with a fee payment of $15,000 and the

registration statement goes effective on 2/20/20X1;
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• Initially files a registration statement on Form F-1 on 1/15/20X4 (assigned file number 333-123467) with a fee payment of $25,000

and relies on Rule 457(p) to claim an offset of $10,000 related to the unsold securities registered on the previously filed Form F-1

(333-123456) and apply it to the $35,000 filing fee due and the registration statement goes effective on 2/15/20X4.

• Initially files a registration statement on Form F-1 (assigned file number 333-123478) on 1/15/20X7 with a fee payment of $15,000

and relies on Rule 457(p) to claim an offset of $30,000 related to the unsold securities registered on the most recently effective

Form F-1 (333-123467) filed on 1/15/20X4 and apply it to the $45,000 filing fee due.

For the registration statement on Form F-1 with file number 333-123478 filed on 1/15/20X7, the filer can satisfy the submission 

identification requirement when it claims the $30,000 fee offset from the Form F-1 (333-123467) filed on 1/15/20X4 by referencing 

any combination of the Form F-1 (333-123467) filed on 1/15/20X4, the pre-effective amendment to the Form F-1 (333-123456) filed 

on 2/15/20X1 or the initial filing of the Form F-1 (333-123456) on 1/15/20X1 in relation to which contemporaneous fee payments 

were made equal to $30,000. One example could be:

• the Form F-1 (333-123467) filed on 1/15/20X4 in relation to the payment of $25,000 made with that submission; and

• the pre-effective amendment to the Form F-1 (333-123456) filed on 2/15/20X1 in relation to the payment of $5,000 out of the

payment of $15,000 made with that submission (it would not matter if the filer cited to this pre-effective amendment and/or the

initial submission of this Form F-1 (333-123456) on 1/15/20X1 as long as singly or together they were cited as relating to a total

of $5,000 in this example).

In this example, the filer could not satisfy the submission identification requirement solely by citing to the Form F-1 (333-123467) 

filed on 1/15/20X4 because even though the offset claimed and available from that filing was $30,000, the contemporaneous fee 

payment made with that filing ($25,000) was less than the offset being claimed. As a result, the filer must also identify a prior 

submission or submissions with an aggregate of contemporaneous fee payment(s) of $5,000 as the original source(s) to which the 

rest of the claimed offset can be traced.

4. Table 3: Combined Prospectuses.

If this Form includes a combined prospectus pursuant to Rule 429 under the Securities Act of 1933 (§230.429 of this chapter), 

provide the information that Table 3 requires for each earlier effective registration statement that registered securities that may be 

offered and sold using the combined prospectus. Include a separate row for each unique combination of security type and title of each 

class of those securities. The amount of securities previously registered that may be offered and sold using the combined prospectus 

must be expressed in terms of the number of securities (under column heading “Amount of Securities Previously Registered”), or,

if the related filing fee was calculated in reliance on Rule 457(o), must be expressed in terms of the maximum aggregate offering 

price (under column heading “Maximum Aggregate Offering Price of Securities Previously Registered”).

Note to Instruction 4.

Table 1 should not include the securities registered on an earlier effective registration statement that may be offered and sold using 

the combined prospectus under Rule 429.

Item 22. Undertakings.

(a) Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this chapter).

(b) Furnish the following undertaking: The undersigned registrant hereby undertakes: (i) to respond to requests for information

that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business

day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and

(ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in

subparagraph (i) above include information contained in documents filed subsequent to the effective date of the registration

statement through the date of responding to the request.

(c) Furnish the following undertaking: The undersigned registrant hereby undertakes to supply by means of a post-effective

amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject

of and included in the registration statement when it became effective.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed 

on its behalf by the undersigned, thereunto duly authorized, in the City of ________________________________________, State of__

_____________________________, on ___________________________________, 20_____.

 (Registrant)_____________________________________________________________________________________________________________________

By (Signature and Title) _______________________________________________________________________________________

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in 
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the capacities and on the dates indicated.

(Signature) ___________________________________________________________________________________________________

(Title)________________________________________________________________________________________________________

(Date) ________________________________________________________________________________________________________

Instructions

1. The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financialofficer, its

controller or principal accounting officer, at least a majority of the board of directors or persons performing similar functions and its

authorized representative in the United States. Where registrant is a limited partnership, the registration statement shall be signed by a

majority of the board of directors of any corporate general partner signing the registration statement.

2. The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any personwho occupies

more than one of the specified positions shall indicate each capacity in which he signs the registration statement.Attention is directed to

Rule 402 (§230.402 of this chapter) concerning manual signatures and Item 601 of Regulation S-K(§229.601 of this chapter) concerning

signatures pursuant to powers of attorney.

3. If the securities to be offered are those of a corporation not yet in existence at the time the registration statement is filed whichwill be

a party to a consolidation involving two or more existing corporations, then each such existing corporation shall bedeemed a registrant

and shall be so designated on the cover page of this Form, and the registration statement shall be signedby each such existing corporation

and by the officers and directors of each such existing corporation as if each such existingcorporation were the registrant.