Sec checklist — Annual Report or Registration Statement/Transition to Form 20F


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

December 2015stonesrow





Entity:




Period:




Prepared By:




Date:




Reviewed By:




Date:



INSTRUCTIONS


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

INDEX




Definitions

General Instructions (Filing Requirements)

Part I of Form 20-F

Part II of Form 20-F

Part III of Form 20-F

Other Requirements

Review Procedures

Appendixes

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

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

  • The SEC Division of Corporation Finance’s:

  • Financial Reporting Manual

  • Frequently Requested Accounting and Financial Reporting Interpretations and Guidance

  • Current Issues and Rulemaking Projects

  • Current Accounting and Disclosure Issues

  • International Financial Reporting and Disclosure Issues.

Current Issues and Rulemaking Projects is updated periodically by the SEC’s Division of Corporation Finance and is available on the SEC’s website at http://www.sec.gov/divisions/corpfin.shtml.

Additional information regarding International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) can be found in the U.S. Technical Library and the IASPlus website at http://www.iasplus.com/en. Information in italics represents additional instructions to the rules.

USE OF THIS CHECKLIST

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

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

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

The following definitions apply to various terms used in this Form, unless the context indicates otherwise.

Affiliate — An “affiliate” of a specified person or entity refers to one who, directly or indirectly, either controls, is controlled by, or is under common control with, the specified person or entity.







Beneficial owner — The term “beneficial owner” of securities refers to any person who, even if not the record owner of the securities, has or shares the underlying benefits of ownership. These benefits include the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities. A person also is considered to be the “beneficial owner” of securities that the person has the right to acquire within 60 days by option or other agreement. Beneficial owners include persons who hold their securities through one or more trustees, brokers, agents, legal representatives or other intermediaries, or through companies in which they have a “controlling interest,” which means the direct or indirect power to direct the management and policies of the entity.







Company — References to the “company” mean the company whose securities are being offered or listed, and refer to the company on a consolidated basis unless the context indicates otherwise.

Conflict mineral — The term “conflict mineral” is defined in Section 1502(e)(4) of the Dodd-Frank Act as (1) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or (2) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the covered countries. Collectively, these four types of minerals are called 3TGs.

To date, the Secretary of State has not identified any further conflict minerals. If the Secretary of State modifies its list of conflict minerals, the Final Rule will automatically be updated accordingly.

Conflict minerals are used in a wide range of products including, but not limited to, mobile phones, computers, digital cameras, video game consoles, jewelry, light bulbs, pipes, electronic circuits and automobiles.







Directors and senior management — This term includes (a) the company’s directors, (b) members of its administrative, supervisory, or management bodies, (c) partners with unlimited liability, in the case of a limited partnership with share capital, (d) nominees to serve in any of the aforementioned positions, and (e) founders, if the company has been established for less than five years. The persons covered by the term “administrative, supervisory, or management bodies” vary in different countries and, for purposes of complying with the disclosure standards, will be determined by the host country.







Document — This term covers prospectuses and offering documents used in connection with a public offering of securities and registration statements or prospectuses used in connection with the initial list of securities. Note: references to the “document” mean whatever type of document is being prepared using Form 20-F disclosure requirements, including, as applicable, a prospectus, an Exchange Act registration statement, and an annual report.







Emerging Growth Company — An issuer is an emerging growth company (EGC) if it meets all the of following criteria:

  1. It had total annual gross revenues of less than $1 billion during its most recently completed fiscal year.

  2. It has either:

    1. Not yet had, or

    2. Had after December 8, 2011, its first sale of common equity securities pursuant to an effective registration statement under the Securities Act of 1933.

    3. Has not yet met any of the disqualifying provisions.

Equity securities — The term “equity securities” includes common or ordinary shares, preferred or preference shares, options or warrants to subscribe for equity securities, and any securities, other than debt securities, that are convertible into or exercisable or redeemable for equity securities of the same company or another company. If the equity securities available upon conversion, exercise, or redemption are those of another company, the disclosure standards also apply to the other company.







Foreign Private Issuer — (1) A foreign issuer other than a foreign government except for an issuer meeting the following conditions “as of the last business day of its most recently completed second fiscal quarter [Regulation C, Rule 405 and Exchange Act Rule 3b-4]:

  1. More than 50 percent of the outstanding voting securities of such issuer are directly or indirectly owned on record by U.S. residents, and

  2. Any of the following:

  1. The majority of its executive officers or directors are U.S. citizens or residents

  2. More than 50 percent of the assets of the issuer are located in the United States

  3. The business of the issuer is administered principally in the United States.







Group — A “group” is a parent and all its subsidiaries. References to a company’s group mean the group of which it is a member.







Home country — This term refers to the jurisdiction in which the company is legally organized, incorporated, or established and, if different, the jurisdiction where it has its principal listing.







Host country — This term refers to jurisdictions, other than the home country, in which the company is seeking to offer, register, or list its securities. Note that, as used in this Form, the term “host country” means the United States and its territories.







Pre-emptive issue — The term “pre-emptive issue” and references to “pre-emptive purchase rights” refer to offerings made to the company’s existing shareholders in order to permit them to maintain their pro rata ownership in the company.







Shell company — The term “shell” company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB, that has:

  • No or nominal operations and

  • Either:

  • No or nominal assets;

  • Assets consisting solely of cash and cash equivalents; or

  • Assets consisting of any amount of cash and cash equivalents and nominal other assets.


NOTE: For purposes of these definitions, the determination of a registrant’s assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant’s balance sheet prepared in accordance with GAAP on the date of that determination.







Accelerated filer — The term refers to an issuer after it first meets the following conditions as of the end of its fiscal year:

  1. The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $75 million or more, but less than $700 million, as of the last business day of the issuer’s most recently completed second fiscal quarter.

  2. The issuer has been subject to the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or 78o(d)) (the “Exchange Act”) for a period of at least 12 calendar months.

  3. The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Exchange Act.

  4. The issuer is not eligible to use the requirements for smaller reporting companies in part 229 of the Exchange Act for its annual and quarterly reports.







Large accelerated filer — The term refers to an issuer after it first meets the following conditions as of the end of its fiscal year:

  1. The issuer had an aggregate worldwide market value of the voting and nonvoting common equity held by its non-affiliates of $700 million or more, as of the last business day of the issuer’s most recently completed second fiscal quarter.

  2. The issuer has been subject to the requirements of section 13(a) or 15(d) of the Exchange Act for a period of at least 12 calendar months.

  3. The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Exchange Act.

  4. The issuer is not eligible to use the requirements for smaller reporting companies in part 229 of the Exchange Act for its annual and quarterly reports.






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