**
As filed with the Securities and Exchange Commission on June 29, 2020 

 

 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**Form 20-F/A**

**(Amendment No. 1)**

 

 

**(Mark One)**

 
****☐********
**REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

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

**For the fiscal year ended December 31, 2019**

**OR**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**OR**

 
****☐********
**SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**Date of event requiring this shell company report                    **

**Forthe transition period from                      to                    **

**Commission file number 001-37821**

 

 

**LINE Kabushiki Kaisha**

**(Exact name of Registrant as specified in its charter)**

 

 

 
**LINE Corporation** **Japan****(Translation of Registrant’s name into English)** **(Jurisdiction of incorporation or organization)**
**JR Shinjuku Miraina Tower, 23rd Floor**

**4-1-6 Shinjuku**

**Shinjuku-ku, Tokyo, 160-0022, Japan**

**(Address of principal executive offices)**

**Satoshi Yano**

**Telephone: +81-3-4316-2050;E-mail: ir@linecorp.com; Facsimile:+81-3-4316-2131**

**(Name, telephone, e-mail and/or facsimile number and address of company contact person)**

**Securities registered or tobe registered pursuant to Section 12(b) of the Act.**

 

**Title of Each Class**
 
**Trading Symbol(s)**
 
**Name of Each Exchange on WhichRegistered**
**American Depositary Shares, each representing** **LN** **New York Stock Exchange, Inc.****one share of common stock**  **Common Stock***  **New York Stock Exchange, Inc.***
**Securities registered or to be registered pursuant to Section 12(g) of the Act.**

**None**

**Securities for whichthere is a reporting obligation pursuant to Section 15(d) of the Act.**

**None**

**As of December 31, 2019, there were 241,133,142 shares of common stock outstanding**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.**    ****Yes  ******☒**    ****No  ******☐ 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. **    ****Yes  ******☐**    ****No  ******☒ 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90days.**    ****Yes  ******☒**    ****No  ******☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 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 suchfiles).**    ****Yes  ******☒**    ****No  ******☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

**Large acceleratedfiler  **☒******             Accelerated filer  **☐******             Non-accelerated filer  **☐******             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 haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.**  **☐ 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. 

Indicate by check mark whether the registrant has filed a report on andattestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued its audit report.  ☒ 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing. 

**U.S.GAAP****  **☐**    ****        International Financial Reporting Standards as issued by the International Accounting StandardsBoard****  **☒**    ****        Other  ******☐ 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow.    **Item 17  ******☐**    ****Item 18  ******☐ 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).**    ****Yes  ******☐******    ****No  ******☒ 

 
*
Not for trading, but only in connection with the registration of the American Depositary Shares.

 

 

 
**

**EXPLANATORY NOTE**

This Amendment No. 1 to Form 20-F (the “Form20-F/A”) amends LINE Corporation’s Annual Report on Form 20-F for the year ended December 31, 2019, which was filed with the U.S. Securities and ExchangeCommission on March 27, 2020 (the “Annual Report”). 

We are filing this Form20-F/A to include the financial statements and related notes of Snow Corporation as part of the Annual Report in compliance with Rule 3-09 of Regulation S-X under the Securities Exchange Act of 1934, as amended (“Rule 3-09”). Rule 3-09 requires that separate financialstatements for unconsolidated subsidiaries and investees accounted for by the equity method be included in a registrant’s Form 20-F when such entities are individually significant. We have determinedthat our equity method investment in Snow Corporation, which is not consolidated in our financial statements included in the Annual Report, was significant under Rule 3-09 for the years ended December 31,2017 and December 31, 2018. This Form 20-F/A is, therefore, filed to supplement the Annual Report with the financial statements and related notes of Snow Corporation as of December 31, 2018 andDecember 31, 2019, and for the years ended December 31, 2017, December 31, 2018 and December 31, 2019 (collectively, the “Snow Corporation Financial Statements”), which are included in this Form 20-F/A as Exhibit 15.1. In accordance with Rule 3-09, only the Snow Corporation Financial Statements for the year ended December 31, 2017 and as of and for the year endedDecember 31, 2018 are required to be audited. The Snow Corporation Financial Statements as of and for the year ended December 31, 2019 are unaudited. 

In addition, this Form 20-F/A amends the risk factor entitled “Investors holdingless than a full ‘unit’ of shares will have limited rights as shareholders” under “Item 3.D. Risk Factors—Risks Related to Shares of our Common Stock and Our ADSs” in the Annual Report to delete the statement thatholders of American Depositary Shares, each representing one share of our common stock (“ADSs”), are only permitted to surrender ADSs and withdraw underlying shares of our common stock constituting whole units of our common stock. The ADSsare not subject to such a restriction. 

This Form 20-F/A does not reflect eventsoccurring after the filing of the Annual Report and only updates the Annual Report as specifically set forth in this Form 20-F/A. No other updates, amendments or changes have been made to the Annual Report.The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or completeas of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report. 

 
1 

**PART I**

 
**Item 3.D.**
*******Risk Factors*******

The following risk factor in Item 3.D. of LINE Corporation’s Annual Report on Form20-F for the year ended December 31, 2019 is hereby amended and restated in its entirety as follows: 

***Investors holding less than a full “unit” of shares will have limited rights as shareholders.***

Our articles of incorporation provide that 100 shares of our common stock constitute one “unit.” The Companies Actimposes significant restrictions and limitations on holders of shares of our common stock that do not constitute a whole unit. In general, holders of shares of our common stock constituting less than one unit do not have the right to vote withrespect to those shares. For further discussion of the unit share system and its effect on the rights of our shareholders, see “Item 10.B. Memorandum and Articles of Association.” 

 
2 

**PART III**

 
**Item 17.**
*******Financial Statements*******

Not applicable 

 
**Item 18.**
*******Financial Statements*******

Item 18 of the Annual Report is amended and supplemented by including the Snow Corporation Financial Statements as Exhibit15.1 hereto. 

 
3 

**Item 19.**
*******Exhibits*******

Item 19 of the Annual Report is amended by the addition of the following exhibits: 

 

12.1
   —   
Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

12.2
   —   
Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

13.1
   —   
Certification by the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

13.2
   —   
Certification by the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

15.1
   —   
Consolidated Financial Statements of Snow Corporation as of December 31, 2018 (audited) and December 31, 2019 (unaudited) and for the years ended December 31, 2017 (audited), December 31, 2018 (audited) and December 31, 2019 (unaudited). 

 
4 

**SIGNATURES**

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf. 

 

LINE Corporation

*(Registrant)*

/s/ In Joon Hwang

Name: In Joon Hwang

Title: Chief Financial Officer

Date: June 29, 2020