Annex A: Non-financial disclosure requirements of Forms F-1, F-3 and Form 20-F

Forepart of registration statement and outside front cover page of the prospectus (S-K Item 501).

The outside front cover of the prospectus must include, among other things:

• Name of issuer, including an English translation of a foreign name;
• Title and amount of securities being offered;
• Offering price of the securities;
• US stock market on which the securities are traded or will be listed or quoted;
• Cross-reference to the risk factors section;
• Required SEC, state and other (that is, "subject to completion") legends;
• Names of the lead or managing underwriters;
• The date of the prospectus.

Inside front and outside back cover pages of the prospectus (S-K Item 502).

• Table of contents for the prospectus.
• A legend describing the prospectus-delivery requirements for dealers.

Prospectus summary (S-K Item 503(a)).

• A summary of the prospectus written in plain English.

Address and telephone number (S-K Item 503(b); Form 20-F, Item 4.A-3).

• The address and telephone number of the issuer's principal executive offices should be provided on the prospectus cover or in the prospectus summary.

Risk factors (S-K Item 503(c)).

• A discussion of the most significant factors that make the offering speculative or risky. This discussion should follow the prospectus summary.

Risk factors (Form 20-F, Item 3.D).

• Prominently disclose risk factors that are specific to the issuer or its industry and make an offering speculative or one of high risk.
• Companies are encouraged, but not required, to list the risk factors in the order of their priority to the issuer.
• The risk factors section is intended to be a summary of more detailed discussion contained elsewhere in the document.

Ratio of earnings to fixed charges (S-K Item 503(d)).

• If debt securities are being offered, the ratio of earnings to fixed charges must be shown for the last five financial years and for the latest interim period for which financial statements is required.
• If preferred stock is being offered, the ratio of earnings to fixed charges and preferred stock dividends must be shown for the same periods.
• If proceeds from sale of debt securities or preferred stock will be used to repay outstanding debt or to retire other securities and the change to the ratio would be greater than 10%, a pro forma ratio must be included.

Directors and senior management (Form 20-F, Item 1.A).

• Provide the names, business addresses and functions of the issuer's directors and senior management.

Advisers (20-F, Item 1.B).

• Provide the names and addresses of the issuer's principal bankers and legal advisers to the extent the issuer has a continuing relationship with such entities, the sponsor for listing (where required by US regulations), and the legal advisers to the issuer.

Auditors (Form 20-F, Item 1.C).

• Provide the names and addresses of the issuer's auditors for the preceding three years (together with their membership in a professional body).

Offer statistics (Form 20-F, Item 2.A).

• For each method of offering (for example, rights offering and general offering), state the total expected amount of the issue, including the expected issue price or the method of determining the price and the number of securities expected to be issued.

Method and expected timetable (Form 20-F, Item 2.B).

• The time period during which the offer will be open, information regarding shortening or lengthening of such time period, and where and to whom purchase or subscription applications shall be addressed.
• Method and time limits for paying up securities; where payment is partial, the manner and dates on which amounts due are to be paid.
• Method and time limits for delivery of equity securities to subscribers or purchasers.
• In the case of pre-emptive purchase rights, specify the procedure for the exercise of any right of preemption, the negotiability of subscription rights and the treatment of subscription rights not exercised.
• Provide a full description of the manner in which results of the distribution of securities are to be made public, and when appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).

Capitalization and indebtedness (Form 20-F, Item 3.B).

Include the following:

• A statement of capitalization and indebtedness (distinguishing between guaranteed and non-guaranteed, and secured and unsecured, indebtedness) as of a date no earlier than 60 days before the date of the document;
• The statement should show the issuer's capitalization on an actual basis and, if applicable, as adjusted to reflect the sale of new securities being issued and the intended application of the net proceeds therefrom.

Reasons for the offer and use of proceeds (Form 20-F, Item 3.C).

• The estimated net amount of the proceeds broken down into each principal intended use thereof. If the issuer has no specific plans for the proceeds, it should discuss the principal reasons for the offering.
• If the proceeds are being used directly or indirectly to acquire assets, other than in the ordinary course of business, briefly describe the assets and their cost.
• If the proceeds may or will be used to finance acquisitions of other businesses, give a brief description of such businesses and information on the status of the acquisitions.
• If any material part of the proceeds is to be used to discharge, reduce or retire indebtedness, describe the interest rate and maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds of such indebtedness were put.

History and development of the issuer (Form 20-F, Item 4.A).

• The legal and commercial name of the issuer.
• The date of incorporation and the length of life of the issuer, except where indefinite.
• The domicile and legal form of the issuer, its country of incorporation and the address and telephone number of its registered office (or principal place of business if different from its registered office). Provide the name and address of the issuer's agent in the US, if any.
• The important events in the development of the issuer's business, for example, any material reclassification, merger or consolidation of the issuer; acquisitions or dispositions of material assets; material changes in conduct of the business; material changes in the types of products produced or services rendered; name changes; or any bankruptcy, receivership or similar proceedings. (Note: Since the beginning of the last financial year for annual reports on 20-F.)
• A description of the issuer's principal capital expenditures and divestitures for the last three financial years.
• Principal capital expenditures and divestitures currently in progress.
• Any public takeover offers by third parties in respect of the issuer's shares or by the issuer in respect of other companies' shares that have occurred during the last and current financial year and the price and outcome of such offers.

Business overview (Form 20-F, Item 4.B).

• The nature of the issuer's operations and its principal activities, including the main categories of products sold and/or services performed for each of the last three financial years and any significant new products.
• The principal markets in which the issuer competes, including a breakdown of total revenues by category of activity and geographic market for each of the last three financial years.
• The seasonality of the issuer's main business.
• The sources and availability of raw materials, including a description of whether prices are volatile.
• The marketing channels and any special sales methods used by the issuer.
• Summary information regarding the extent to which the issuer is dependent, if at all, on patents or licences, industrial, commercial or financial contracts (including contracts with customers or suppliers) or new manufacturing processes.
• The basis for any statements made by the issuer regarding its competitive position.
• The material effects of government regulations on the issuer's business.
• Issuers that have not received operating revenues for three years prior to filing Form F-1 must disclose their plan of operations similar to that required by Regulation S-K 101(a)(2).

Organizational structure (Form 20-F, Item 4.C).

• If the issuer is part of a group, include a brief description of the group and the issuer's position within the group.
• A listing of the issuer's significant subsidiaries, including name, country of incorporation or residence, proportion of ownership interest and, if different, proportion of voting power held.

Property, plants and equipment (Form 20-F, Item 4.D).

• Material tangible fixed assets, including leased properties, and any major encumbrances thereon, including a description of the size and uses of the property; productive capacity and extent of utilization of the issuer's facilities; how the assets are held; the products produced; and the location.
• Any environmental issues that may affect the issuer's utilization of the assets.
• Any material plans to construct, expand or improve facilities, including the nature of and reason for the plan, an estimate of the amount of expenditures including amounts already paid, the method of financing the activity, the estimated dates of start and completion of the activity, and the increase of production capacity anticipated after completion.

Unresolved staff comments (Form 20-F, Item 4A).

• If the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act or is a well-known seasoned issuer and has received written comments from the SEC staff regarding its periodic reports under the Exchange Act not less than 180 days before the end of its fiscal year to which the annual report relates, disclose the substance of any such unresolved comments the registrant believes are material
• The disclosure may provide other information, including the position of the registrant with respect to any such comment.

Operating results (Form 20-F, Item 5.A).

• Significant factors, including unusual or infrequent events or new developments, materially affecting the issuer's income from operations, indicating the extent to which income was so affected, as well as any other significant component of revenue or expenses necessary to understand the issuer's results of operations.
• If the financial statements disclose material changes in net sales or revenues, discuss the extent to which such changes are attributable to changes in prices or to changes in the volume or amount of products or services being sold or to the introduction of new products or services.
• The impact of inflation, if material. If the currency in which financial statements are presented is of a country that has experienced hyperinflation, provide a five-year history of annual rates of inflation together with a discussion of the impact on the issuer.
• The impact of foreign currency fluctuations on the issuer, if material, and the extent to which foreign currency net investments are hedged by currency borrowings and other hedging instruments.
• Any governmental economic, fiscal, monetary or political policies or factors that have materially affected, or could materially affect, the issuer's operations or investments by US shareholders.

Liquidity and capital resources (Form 20-F, Item 5.B).

• The issuer's liquidity (both short and long term), including:
  – internal and external sources of liquidity and a brief discussion of any material unused sources of liquidity;
  – a statement by the issuer that the working capital is sufficient or a description of how it proposes to provide additional capital;
  – the sources and amounts of the issuer's cash flows, including the nature and extent of any legal or economic restrictions on the ability of subsidiaries to transfer funds to the issuer; and
  – the level of borrowings, the seasonality of borrowing requirements and the maturity profile of borrowings and committed borrowing facilities.
• The type of financial instruments used, the maturity profile of debt, currency and interest rate structure. Treasury policies, currency in which cash is held, extent to which borrowings are at fixed rates, use of financial instruments for hedging.
• The issuer's material commitments for capital expenditures as of the end of the latest financial year and any subsequent interim period.

Research and development, patents and licences (Form 20-F, Item 5.C).

• A description of the issuer's research and development policies for the last three years, where it is significant, including the amount spent during each of the last three financial years on issuer-sponsored research and development activities.

Trend information (Form 20-F, Item 5.D).

• The most significant recent trends in production, sales and inventory, the state of the order book and costs and selling prices since the latest financial year.
• For at least the current financial year, any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the issuer's net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported information not to be indicative of future operating results or financial condition.

Off-balance-sheet arrangements (Form 20-F Item 5.E.)

• Discussion in a separately captioned section of the issuer's off-balance-sheet arrangements that have or are likely to have a material effect on the issuer's financial condition, changes in financial condition, revenues and expenses, results of operations, liquidity, and capital resources.
• To the extent necessary for an understanding of the off-balance-sheet arrangements and their effects:
  – The nature and business purpose of the arrangements;
  – The importance of the arrangements to the issuer for liquidity, capital resources, market risk or credit risk support or other benefits;
  – The financial impact of the arrangements on the issuer (for example, revenues, expenses, cash flows or securities issued) and the company's exposure to risk as a result of the arrangements (for example, retained interests or contingent liabilities); and
  – Known events, demands, commitments, trends or uncertainties that affect the availability or benefits to the issuer of material off-balance-sheet arrangements.

Tabular disclosure of contractual obligations (Form 20-F Item 5.F.)

• The issuer must provide in a table an overview of its aggregate contractual obligations as of the latest balance sheet date.
• Disclosure is required of the amounts, aggregated by type of contractual obligation, for at least the periods specified by the SEC (less than one year, one to three years, three to five years and more than five years).
• The required categories of contractual obligations are long-term debt obligations, capital (finance) lease obligations, operating leases, purchase obligations and other long-term liabilities reflected on the balance sheet under the Gaap of the primary financial statements. If the primary financial statements do not distinguish between capital and operating leases, these can be presented under one category.
• The issuer may disaggregate the specified categories and use the categories most suitable to its business (provided that the table includes all obligations that fall under the specified categories).

Directors and senior management (Form 20-F, Item 6.A).

With respect to the issuer's directors and senior management, and any employees such as scientists or designers upon whose work the issuer is dependent, disclose:

• Name, business experience, functions and areas of experience in the issuer;
• Principal business activities performed outside the issuer, including in the case of directors directorships;
• Date of birth or age (if required to be reported in the home country);
• The nature of any family relationship between any of the persons named above;
• Any arrangement or understanding with major shareholders, customers, suppliers or others pursuant to which any such person was selected.

Compensation (Form 20-F, Item 6.B).

For the last full financial year for the issuer's directors and members of its administrative, supervisory or management bodies, disclose:

• The amount of compensation paid, and benefits in kind granted, to such persons by the issuer and its subsidiaries for services in all capacities to the issuer and its subsidiaries by any person;
• Disclosure of compensation is required on an individual basis unless individual disclosure is not required in the issuer's home country;
• If any portion of the compensation was paid: (a) pursuant to a bonus or profit-sharing plan, provide a brief description of the plan and the basis upon which such persons participate in the plan; or (b) in the form of stock options, provide the title and amount of securities covered by the options, the exercise price, the purchase price (if any), and the expiration date of the options;
• The total amounts set aside or accrued by the issuer or its subsidiaries to provide pension, retirement or similar benefits.

Board practices (Form 20-F, Item 6.C).

For the issuer's last completed financial year, disclose the following information with respect to the issuer's directors, and members of its administrative, supervisory or management bodies:

• Date of expiration of the current term of office and the period during which the person has served in that office;
• Directors' service contracts providing for benefits upon termination of employment or an appropriate negative statement;
• The issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committee operates.

Employees (Form 20-F, Item 6.D).

• The number of employees at the end of the period or the average for the period for each of the past three financial years (and changes in such numbers, if material).
• If possible, a breakdown of persons employed by main category of activity and geographic location.
• Any significant change in the number of employees, and information regarding the relationship between management and labour unions.
• If the issuer employs a significant number of temporary employees, disclose the number of temporary employees on average during the most recent financial year.

Share ownership (Form 20-F, Item 6.E).

• With respect to the persons listed in "Compensation" above, disclose their ownership of issuer shares and stock options as of the most recent practicable date.
• For options, disclose the title and amount of securities called for by the options, the exercise price, the purchase price, if any, and the expiration date of the options.
• Any arrangements for involving the employees in the capital of the issuer, including any arrangement that involves the issue or grant of options or shares or securities of the issuer.

Major shareholders (Form 20-F, Item 7.A).

• With regard to the beneficial owners of 5% or more (or a lower percentage if required by the home country) of each class of the issuer's voting securities, disclose:
  – Their names, the number of shares and the percentage of outstanding shares of each class owned by each of them;
  – Any significant change in the percentage ownership during the past three years;
  – Whether the major shareholders have different voting rights.

Note: Beneficial ownership is defined to include the power to direct voting or disposition of shares or to receive the economic benefit of ownership.

• Disclose the portion of each class of securities held in the US and the number of record holders in the US.
• Disclose whether the issuer is directly or indirectly owned or controlled by another corporation(s), by any foreign government or by any other natural or legal person(s) severally or jointly.
• Discuss any arrangements the operation of which may at a subsequent date result in a change in control of the issuer.

Related-party transactions (Form 20-F, Item 7.B).

Describe transactions and loans during the preceding three financial years (and any interim period) or, for an annual report on Form 20-F, since the beginning of the last financial year and to the latest practicable date, between the issuer and:

• enterprises that directly or indirectly control or are controlled by, or are under common control with, the issuer;
• associates;
• significant shareholders (beneficial ownership of a 10% voting interest is presumed to be significant) and close members of such person's family;
• key management personnel and close members of such person's family; and
• enterprises in which a substantial voting interest is owned by significant shareholders or key management personnel or over which any such person is able to exercise significant influence (beneficial ownership of a 10% voting interest is presumed to be significant).

Interests of experts and counsel (Form 20-F, Item 7.C).

• If any of the named experts or counselors was employed on a contingent basis, owns issuer shares in an amount material to that person, has a material direct or indirect economic interest in the issuer or depends on the success of the offering, disclose the nature and terms of such contingency or interest.

Legal or arbitration proceedings (Form 20-F, Item 8.A-7)

• Provide information with respect to legal or arbitration proceedings that may have, or have had in the recent past, significant effects on the issuer's financial position or profitability, including governmental proceedings pending or known to be contemplated.
• Include any material proceeding in which any director, any member of senior management, or any affiliate is adverse to the issuer or its subsidiaries or has a material interest adverse to the issuer or its subsidiaries.
• For annual reports on Form 20-F, report dispositions of previously reported litigation.

Dividend policy (Form 20-F, Item 8.A-8)

• Describe the issuer's policy on dividend distributions

Significant changes (Form 20-F, Item 8.B)

• Disclose whether or not any significant change has occurred since the date of the annual financial statements, and/or since the date of the most recent interim financial statements, if any, included in the document.

Offering and listing details (Form 20-F, Item 9A. Note: when using Form 20-F as a registration statement, include only items 4 through 7 below; when using Form 20-F as an annual report, include only item 4 below).

1. The expected offering price or the method of determining the price and the amount of expenses specifically charged to the purchaser.
2. If there is no established market for the securities, the manner of determining the offering price.
3. Description of any pre-emptive purchase rights.
4. The price history of the offered or listed securities, and the market price in the US market and the principal trading market outside the US and significant trading suspensions and lack of liquidity.
5. Whether the securities are registered or bearer, the number of offered securities to be issued and the minimum offer price; arrangements for transfer and any restrictions on the free transferability of the offered securities.
6. Any limitation or qualifications of the rights of holders of the offered securities.
7. A description of terms of any warrants or rights being offered, and if securities are redeemable, a description of redemption provisions.

Plan of distribution (Form 20-F, Item 9.B).

• Names and addresses of the underwriters.
• Subscription by major shareholders, directors or management to the offering and whether any person intends to subscribe for more than 5% of the offering.
• Whether the offering is being made in two or more countries using different tranches.
• Any preferential allocation arrangements.
• Any over-allotment option or greenshoe.
• Any distribution otherwise than through underwriters, including arrangements with brokers or dealers.
• Whether the securities are to be offered in connection with the writing of exchange-traded call options.
• Any simultaneous private or public offering.
• Description of underwriting arrangements.
• Any material relationship between an underwriter and the issuer and in certain cases information regarding the managing underwriter's experience.

Markets (Form 20-F, Item 9.C).

• All stock exchanges and other regulated markets on which the securities to be offered or listed are traded and any applications for future listing.
• The dates on which the shares will be listed.

Selling shareholders (Form 20-F, Item 9.D).

• Names and addresses of selling shareholders and the nature of any position, office or other material relationship within the past three years with the issuer or any of its predecessors or affiliates.
• The number and class of securities being offered by each selling shareholder.
• The number and percentage of the securities beneficially held by the selling shareholder before and immediately after the offering.

Dilution (Form 20-F, Item 9.E).

• Where there is a substantial disparity between the public offering price and the effective cash cost to directors or senior management, or affiliated persons, of equity securities acquired by them in transactions during the past five years, include a comparison of the public contribution in the proposed public offering and the effective cash contributions of such persons.
• Disclose the amount and percentage of immediate dilution resulting from the offering, computed as the difference between the offering price per share and the net book value per share for the equivalent class of security, as of the latest balance sheet date.
• In the case of a subscription offering to existing shareholders, disclose the amount and percentage of immediate dilution if they do not subscribe to the new offering.

Expenses of the issue (Form 20-F, Item 9.F).

• Underwriting discounts or commissions, stated on a percentage and per share basis.
• A reasonably itemized statement of the major categories of offering expenses and by whom the expenses are payable, if other than the issuer.
• The portion of such expenses to be borne by any selling shareholder.

Share capital (Form 20-F, Item 10.A).

Note: Not applicable for offerings of securities other than common equity.

• The amount of issued capital and, for each class of share capital: (a) the number of shares authorized; (b) the number of shares issued and fully paid and issued but not fully paid; (c) the par value per share, or that the shares have no par value; and (d) a reconciliation of the number of shares outstanding at the beginning and end of the year.
• If more than 10% of capital has been paid for with assets other than cash within the past five years, that fact should be stated.
• If there are shares not representing capital, the number and main characteristics of such shares shall be stated.
• Indicate the number, book value and face value of shares in the issuer held by or on behalf of the issuer itself or by subsidiaries of the issuer.
• Description of authorized but unissued capital and rights to subscribe for such capital.
• Description of outstanding options to purchase share capital.
• A three year history of share capital, including changes in the amount of the issued capital and/or the number and classes of shares of which it is composed.
• An indication of the resolutions, authorizations and approvals by virtue of which the shares have been or will be created and/or issued.

Memorandum and articles of association (Form 20-F, Item 10.B).

Note: If unchanged, this information may be incorporated by reference to a previous 20-F or registration statement.

• The issuer's objects and purposes.
• The registor and the entry number therein.
• Provisions of the articles of association or charter and bylaws with respect to powers and rights of directors.
• The rights, preferences and restrictions attaching to each class of the shares.
• Action necessary to change the rights of holders of the stock.
• Conditions for convoking annual general meetings and extraordinary general meetings of shareholders.
• Any limitations on the rights to own securities.
• Any provision that could delay, defer or prevent a change in control of the issuer.
• Any bylaw provision governing the ownership threshold above which shareholder ownership must be disclosed.
• Description of material differences between certain provisions of home country law and US law.
• Any condition imposed by the memorandum and articles of association on changing the capital, where such condition is more stringent than is required by law.

Material contracts (Form 20-F, Item 10.C).

• A summary of each material contract (other than generally contracts entered into in the ordinary course of business), including dates, parties, general nature of the contracts, terms and conditions, and amount of any consideration passing to or from the issuer. Such contracts must also be filed as an exhibit to the report.

Exchange controls (Form 20-F, Item 10.D).

Describe any government laws, decrees, regulations or other legislation of the home country of the issuer that might affect:

• the import or export of capital, including the availability of cash and cash equivalents for use by the issuer's group; or
• the remittance of dividends, interest or other payments to nonresident holders of the issuer's securities.

Taxation (Form 20-F, Item 10.E).

• Information regarding taxes (including withholding provisions) to which shareholders in the US may be subject.
• Whether the issuer assumes responsibility for the withholding of tax at the source and applicable provisions of any reciprocal tax treaties between the home and host countries, or a statement, if applicable, that there are no such treaties.

Dividends and paying agents (Form 20-F, Item 10.F).

Note: Not applicable for offerings of securities other than common equity.

• Any dividend restrictions, date on which entitlement to dividends arises, and any procedures for nonresident holders to claim dividends.
• Paying agents in countries where admission has taken place or is expected to take place.

Statement by experts (Form 20-F, Item 10.G).

• Where a statement or report is attributed to a person as an expert, provide such person's name, address and qualifications and a statement to the effect that such statement or report is included, in the form and context in which it is included, with the consent of that person. The consents should also be filed as an exhibit.

Documents on display (Form 20-F, Item 10.H).

• Where the documents concerning the issuer which are referred to in the document may be inspected.
• Exhibits and documents on display generally should be translated into English, or a summary in English should be provided.

Quantitative analysis of market risk (Form 20-F, Item 11(a)).

• Provide quantitative information, as of the end of the latest financial year, about market risk, including interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market rate or price risks (for example, equity price risk).
• Categorize market risk sensitive instruments into instruments entered into for trading purposes and instruments entered into for purposes other than trading purposes.
• Within both the trading and other than trading portfolios, present separate quantitative information, to the extent material, for each market risk exposure category (that is, interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market risks, such as equity price risk).

Qualitative information about market risk (Form 20-F, Item 11(b)).

To the extent material, describe:

• The issuer's primary market risk exposures, including interest rate risk, foreign currency exchange rate risk, commodity price risk, and other relevant market rate or price risks (for example, equity price risk);
• How those exposures are managed, including, but not be limited to, a discussion of the objectives, general strategies and instruments, if any, used to manage those exposures;
• Changes in either the primary market risk exposures or how those exposures are managed, when compared to what was in effect during the most recently completed financial year and what is known or expected to be in effect in future reporting periods;
• Qualitative information about market risk should be presented separately for market risk sensitive instruments entered into for trading purposes and those entered into for purposes other than trading.

Description of debt securities being registered (Form 20-F, Item 12.A).

• Interest, conversions, maturity, redemption, amortization, sinking funds or retirement.
• The kind and priority of any lien securing the issue, as well as a brief identification of the principal properties subject to each lien.
• Subordination of the rights of holders of the securities to other security holders or creditors.
• If the securities are subordinated, give the aggregate amount of outstanding indebtedness that is senior to the subordinated debt.
• Restrictive covenants.
• Events of default and consequences thereof. Consequences of failure to make payments.
• Modification of the terms of the security or the rights of security holders.
• If rights may be materially limited or qualified by any other authorized class of securities, describe such limitations or qualifications.
• The tax effects of any "original issue discount."
• The name and address of the trustee and paying agents. Note any material relationship between trustee and issuer.
• The currency or currencies in which the debt is payable.
• Any law or decree determining the extent to which the securities may be serviced.
• If the securities are guaranteed, the name of the guarantor and a brief outline of the contract of guarantee.

Description of warrants or rights to purchase the securities being registered (Form 20-F, Item 12.B).

• The amount of securities for which the warrants or rights are exercisable.
• The period during and the price at which the warrants or rights are exercisable.
• The amount of warrants or rights outstanding.
• Provisions for changes or adjustments in the exercise price.
• Any other material terms of the warrants or rights.

Other securities (Form 20-F, Item 12.C).

If securities other than equity, debt, warrants or rights are being offered, a brief description of the rights evidenced by the securities.

Description of American depositary shares being registered (Form 20-F, Item 12.D).

• The name of the depositary and the address of its principal executive office.
• The title of the American depositary receipts and the deposited security. Briefly describe the American depositary shares, including:
  – the amount of deposited securities represented by one unit of American depositary receipts;
  – any procedure for voting;
  – the procedure for collecting and distributing dividends;
  – the procedures for transmitting notices, reports and proxy soliciting material;
  – the sale or exercise of rights;
  – the deposit or sale of securities resulting from dividends, splits or plans of reorganization;
  – amendment, extension or termination of the deposit arrangements;
  – inspection rights;
  – any transfer restrictions applicable to the underlying securities; and
  – any limitation on the depositary's liability.
• All fees and charges that a holder of American depositary receipts may have to pay.

Defaults, dividend arrearages and delinquencies (Form 20-F, Item 13).

• If there has been a material payment default, or any other material default not cured within 30 days, in respect of indebtedness of the issuer or any of its significant subsidiaries that exceeds 5% of the issuer's consolidated assets, identify the indebtedness and the nature of the default, including the amount of the default and total arrearages on the date of filing.
• Describe dividend arrearages and any other material default not cured within 30 days on any series of preferred stock of the issuer or its significant subsidiaries.

Note: These items may be incorporated by reference from any previously filed Form 6-K.

Material modifications to the rights of security holders (Form 20-F, Item.A-D 14).

• Describe material modifications to the instruments governing any class of registered securities, including by means of issuing or modifying any other class of securities.
• Describe any withdrawal or substitution of a material amount of collateral securing a registered security, including a reference to the provisions of the underlying indenture authorizing the withdrawal or substitution (unless the withdrawal or substitution has been made in compliance with the requirements of the TIA).
• Identify any changes to trustees or paying agents.

Note: This information can be incorporated from a previously filed report on Form 6-K.

Use of proceeds (Form 20-F, Item 14.E).

• Describe the actual use of proceeds from securities sold under any previously filed registration statement under the 1933 Act, unless all proceeds have been accounted for in previous Form 20-F filings.
• Unless unchanged from a previous Form 20-F, provide details relating to any previous registration statement under the 1933 Act, including:
  – registration statement file number;
  – offering date (or an explanation of why the offering has not commenced or has been terminated);
  – managing underwriters, if any;
  – title of securities registered and, if applicable, class of securities into which a registered convertible security may be converted;
  – amount registered, aggregate offering price, amount sold to date (for the account of the issuer and any selling shareholders);
  – expenses and underwriting discounts incurred from the effective date of the registration statement to the end of the most recent financial period (indicating which of such amounts are estimates and which payments have been made to directors, officers, general partners, 10% shareholders or affiliates);
  – net proceeds to the issuer after expenses and underwriting discounts;
  – itemization of uses of proceeds by specific categories specified in Item 14.E.4(g) of Form 20-F, including payments made to directors, officers, general partners, 10% shareholders or affiliates;
  – description of any material difference between the actual use of proceeds and the use of proceeds described in the prospectus.

Note: This information can be incorporated from a previously filed report on Form 6-K. The reporting of use of proceeds may cease on the later of the date of disclosure of the application of all the offering proceeds, or the date of the termination of the offering.

Controls and procedures (Form 20-F, Item 15).

• Disclose the conclusions of the issuer's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, about the effectiveness of the issuer's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)), based on their evaluation the controls and procedures as of a date within 90 days before the filing date of the report.
• For fiscal years ending on or after July 15 2006 (in the case of accelerated filers) and July 15 2007 (in the case of non-accelerated filers) provide an internal control report from management, covering certain required topics.
• For fiscal years ending on or after July 15 2006 (in the case of accelerated filers) and July 15 2007 (in the case of non-accelerated filers), provide the registered public accounting firm's attestation report on management's assessment of the issuer's internal control.
• Disclose any change in internal control reporting identified in connection with management's evaluation that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer's internal control over financial reporting.

Audit committee financial expert (Form 20-F, Item 16A).

• The company must disclose (i) whether it has at least one audit committee financial expert serving on the audit committee and, if so, (ii) that person's name. If there is more than one financial expert, the issuer may, but is not required to, disclose the names of the other experts.
• If the company does not have an audit committee financial expert, the company must disclose that fact and the reasons why such an expert is not available.

Code of ethics (Form 20-F, Item 16B).

• The issuer must disclose whether it has adopted a written code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons serving similar functions. If the company has not adopted such a code of ethics, it must explain why it has not done so.
• Disclosure is also required of the nature of any amendment to or waiver of the code of ethics affecting the above officers (and, in the case of a waiver, to whom the waiver was granted).
• The code of ethics must be filed as an exhibit to Form 20-F, be available for free upon request or be posted on the issuer's website.

Principal accountant fees and services (Form 20-F, Item 16C).

• The issuer must disclose, under the caption audit fees, the aggregate amount audit fees, audit-related fees, tax fees and all other fees that were billed for each of the two most recent fiscal years. The company must also describe in subcategories the nature of the services provided that are categorized as audit-related fees and all other fees.
• The issuer must disclose the audit committee's policies and procedures concerning pre-approval of audit and non-audit services to be performed by the auditor.
• The issuer must disclose the percentage of audit-related fees, tax fees and all other fees described above that were approved by the audit committee.
• If greater than 50%, disclosure is required of the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Exemptions from the listing standards for audit committees (Form 20-F, Item 16D).

• The issuer must provide the disclosure required by 1934 Act Rule 10A-3(d) if it has taken advantage of certain exemptions from the independence standards for audit committees provided by 1934 Act Rule 10A-3.

Purchases of equity securities by the issuer and affiliated purchasers (Form 20-F, Item 16E).

• The issuer must disclose, in a prescribed tabular format, certain information on a monthly basis with respect to any purchase made by the registrant or any affiliated purchaser (as defined in Rule 10b-18(a)(3)) of shares of the issuer's equity securities that are registered pursuant to Section 12 of the Exchange Act

Certifications required by Section 302 of the Sarbanes-Oxley Act (Form 20-F, following signatures).

Provide a separate certification for each principal executive officer and principal financial officer of the registrant stating the following:

1) I have reviewed this annual report on Form 20-F of [identify company];
2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4) The company's certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) [and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))]* for the company and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our suupervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) [designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles];*
c) evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by the annual rerport that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting;
*Note: Items marked with an asterisk are required for fiscal years ending on or after July 15, 2006, in the case of accelerated filers, and July 15, 2007, in the case of non-accelerated filers.
5) The company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

See Rules 13a-14 and 15d-14.

Certifications required by Section 906 of the Sarbanes-Oxley Act (to accompany Form 20-F)

Provide a separate certification for each principal executive officer and principal financial officer of the registrant stating the following:

• the accompanying Annual Report on Form 20-F of the Company for the year ended [___________] (the "Report") fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
• the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

SEC position on indemnification for 1933 Act Liabilities (S-K Item 510).

• Issuers are required to include a statement to the effect that insofar as indemnification for liabilities arising out of the 1933 Act may be permitted to directors, officers or persons controlling the issuer, the issuer has been informed that in the opinion of the SEC, such indemnification is against public policy and is unenforceable.

Material changes: Form F-3 (Form F-3, Item 5).

• Describe material changes in issuer's affairs that have occurred since the end of the latest financial year for which certified financial statements were included in the latest filing under the 1934 Act.
• If not included in the 1934 Act documents incorporated by reference:
  – financial statements of acquired companies in accordance with S-X Rule 3-05;
  – pro forma financial information in accordance with S-X Article 11;
  – restated financial statements if there is a change in accounting principles or a correction of an error that requires material retroactive restatements;
  – restated financial statements where there has been one or more business combinations with significant businesses accounted for by the pooling of interests method subsequent to the most recent financial year end; and
  – any financial information required because of a material disposition of assets outside the normal course of business.
• If financial statements incorporated by reference in the registration statement are not sufficiently current to comply with Item 8A of Form 20-F, updated financial statements must be presented in the prospectus or in a subsequent filing under the 1934 Act that is incorporated by reference in the prospectus.

Incorporation of documents by reference: Form F-3 (Form F-3, Item 6).

• The issuer's latest Form 20-F, Form 40-F, Form 10-K or Form 10 filed pursuant to the 1934 Act should be incorporated by reference.
• Any report on Form 10-Q or Form 8-K filed since the date of filing of the annual report will also be incorporated by reference.
• All subsequent reports on Form 20-F, Form 40-F or Form 10-K, and all subsequent filings on Form 10-Q and 8-K, in each case before the termination of the offering, must be incorporated by reference.
• The issuer may incorporate by reference any Form 6-K meeting the requirements of Form F-3.
• If the issuer is registering capital stock, the issuer must incorporate by reference the 1934 Act filing that describes such capital stock.

In addition, the issuer must state that it will:

• provide at no cost to each person to whom a prospectus is delivered, and who submits an oral or written request, a copy of any of all or the information that has been incorporated by reference in the prospectus but not delivered with the prospectus; and
• provide the name, address and telephone number to which the request for this information must be made.

Indemnification of directors and officers (S-K Item 702).

• State the general effect of any statute, charter provisions, bylaws, contract or other arrangements under which any controlling persons, director or officer of the issuer is insured or indemnified in any manner against liability that they might incur in their capacity as such.

Recent sales of unregistered securities (S-K Item 701).

• Provide the information specified in S-K Item 701 regarding all securities of the issuer sold by the issuer during the past three years that were not registered under the 1933 Act.

Exhibits and financial statement schedules (S-K Item 601, Form 20-F, Item 19).

• For 1933 Act registration statements refer to S-K Item 601 for a chart specifying all exhibits required to be filed as part of the registration statement.
• For annual reports and registration statements under the 1934 Act refer to the instructions to Item 19 of Form 20-F.

Undertakings (S-K Item 512).

• Refer to S-K Item 512 for various undertakings and commitment required to be made by the issuer in connection with different forms of registration statement and different types of offerings.