___________________________________________________________________________________________________________________ ___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
___________________________  ______________________________________________________
___________________________  ______________________________________________________
___________________________________________________________________________________________________________________
UNITED S TATES
SECURITIES A ND E XCHANGE C OMMISSION
WASHINGTON, D.C. 20549  OMB APPROVAL OMB Number:
3235-0288 Expires: December 31, 2012
Estimated average burden
hours per response..2645.00
FORM 20-F
(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___________________________________________________
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 . . . . . . . . . . . . . . . . . . .
For the transition period from ___________________________ to ___________________________
Commission file number _____________________________________________________________________________________ (Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
(Address of principal executive offices)
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
Securities registered or to be registered pursuant to Section 12(g) of the Act.
(Title of Class)
SEC 1852 (09-10)  Persons who respond to the collection of information contained in
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
International Financial Reporting Standards as issued by the International Accounting Standards Board
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17Exchange Act).
Yes (APPLICABLE O NLY T O I SSUERS I NVOLVED I N B ANKRUPTCY P ROCEEDINGS D URING T HE P AST F IVE Y EARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes GENERAL I NSTRUCTIONS
A. Who May Use Form 20-F and When It Must be Filed.
(a) Any foreign private issuer other than an asset-backed issuer (as defined in 17 CFR 229.1101) may use this form as a
registration statement under Section 12 of the Securities Exchange Act of 1934 (referred to as the Exchange Act) or
as an annual or transition report filed under Section 13(a) or 15(d) of the Exchange Act. A transition report is filed when
an issuer changes its fiscal year end. The term “foreign private issuer”other than an asset-backed issuer (as defined
in 17 CFR 229.1101) is defined in Rule 3b-4 under the Exchange Act.
(b)    A foreign private issuer must file its annual report on this Form within the following period:
(1) Within six months after the end of the fiscal year covered by the report for fiscal years ending before December
15, 2011; and
(2) Within four months after the end of the fiscal year covered by the report for fiscal years ending on or after December
15, 2011.
(c)    A foreign private issuer filing a transition report on this Form must file its report in accordance with the requirements
set forth in Rule 13a-10 or Rule 15d-10 under the Exchange Act that apply when an issuer changes its fiscal year end.
(d)    A foreign private issuer that was a shell company, other than a business combination related shell company, as
those terms are defined in Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2), immediately before a
transaction that causes it to cease to be a shell company must file a report on this form in accordance with the
requirements set forth in Rule 13a-19 or Rule 15d-19 under the Exchange Act (17 CFR 240.13a-19 and 240.15d-19).
Issuers filing such reports shall provide all information required in, and follow all instructions of, Form 20-F
relating to an Exchange Act registration statement of all classes of the registrant’s securities subject to the
reporting requirements of Section 13 (15 U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of such Act upon
consummation of the transaction, with such information reflecting the registrant and its securities upon
consummation of the transaction. Rule 12b-25 under the Exchange Act (17 CFR 240.12b-25) is not available to
extend the due date of the report required under this subparagraph (d).
B.  General Rules and Regulations That Apply to this Form.
(a)  The General Rules and Regulations under the Securities Act of 1933 (referred to as the Securities Act) contain general
requirements that apply to registration on any form. Read these general requirements carefully and follow them when
preparing and filing registration statements and reports on this Form.
(b)  Pay particular attention to Regulation 12B under the Exchange Act. Regulation 12B contains general requirements
about matters such as the kind and size of paper to be used, the legibility of the registration statement or report, the
information to give in response to a requirement to state the title of securities, the language to be used and the filing
of the registration statement or report.
(c)  In addition to the definitions in the General Rules and Regulations under the Securities Act and the definitions in Rule
12b-2 under the Exchange Act, General Instruction F defines certain terms for purposes of this Form.
(d)  Note Regulation S-X, which applies to the presentation of financial information in a registration statement or report.
(e)  Where the Form is being used as an annual report filed under Section 13(a) or 15(d) of the Exchange Act, provide the
certifications required by Rule 13a-14 (17 CFR 240.13a-14) or Rule 15d-14 (17 CFR 240.15d-14).
(f)    A foreign private issuer that is a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act (17 CFR
240.12b-2), may not use the scaled disclosure requirements in Regulation S-X and Regulation S-K available to smaller  reporting companies for the purposes of preparing this form.
C.  How to Prepare Registration Statements and Reports on this Form.
(a)  Do not use this Form as a blank form to be filled in; use it only as a guide in the preparation of the registration statement
or annual report. General Instruction E states which items must be responded to in a registration statement and which
items must be responded to in an annual report. The registration statement or report must contain the numbers and
captions of all items. You may omit the text following each caption in this Form, which describes what must be disclosed
under each item. Omit the text of all instructions in this Form. If an item is inapplicable or the answer to the item is in
the negative, respond to the item by making a statement to that effect.
(b)  Unless an item directs you to provide information as of a specific date or for a specific period, give the information
in a registration statement as of a date reasonably close to the date of filing the registration statement and give the
information in an annual report as of the latest practicable date.
(c)  Note Exchange Act Rule 12b-20, which states: “In addition to the information expressly required to be included in a
statement or report, there shall be added such further material information, if any, as may be necessary to make the
required statements, in light of the circumstances under which they are made, not misleading.”
(d)  If the same information required by this Form also is required by the body of accounting principles used in preparing
the financial statements, you may respond to an item of this Form by providing a cross-reference to the location of
the information in the financial statements, in lieu of repeating the information.
(e)  Note Item 10 of Regulation S-K which explains the Commission policy on projections of future economic performance,
the Commission's policy on securities ratings, and the Commission's policy on use of non-GAAP financial measures
in Commission filings.
(f)  If you are providing the information required by this Form in connection with a registration statement under the
Securities Act, note that Rule 421 requires you to follow plain English drafting principles. You can find helpful
information in “A Plain English Handbook - How to create clear SEC disclosure documents” and in staff legal bulletins
supplementing the Handbook. These documents are available on our Internet website, at v.
D.  How to File Registration Statements and Reports on this Form.
(a)  You must file the Form 20-F registration statement or annual report in electronic format via our Electronic Data Gathering
and Retrieval System (EDGAR) in accordance with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232). The
Form 20-F registration statement or annual report must be in the English language as required by Regulation S-T Rule
306 (17 CFR 232.306). You must provide the signatures required for the Form 20-F registration statement or annual report
in accordance with Regulation S-T Rule 302 (17 CFR 232.302). If you have technical questions about EDGAR or want
to request an access code, call the EDGAR Filer Support Office at (202) 551-8900. If you have questions about the
EDGAR rules, call the Office of EDGAR and Information Analysis at (202) 551-3610.
(b)  If you are filing the Form 20-F registration statement or annual report in paper under a hardship exemption in Rule 201
or 202 of Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, you must file with the Commission (i)
three complete copies of the registration statement or report, including financial statements, exhibits and all other
papers and documents filed as part of the registration statement or report, and (ii) five additional copies of the
registration statement or report, which need not contain exhibits. Whether filing electronically or in paper, you must
also file at least one complete copy of the registration statement or report, including financial statements, exhibits and
all other papers and documents filed as part of the registration statement or report, with each exchange on which any
class of securities is or will be registered. When submitting the Form 20-F in paper, you must sign at least one complete
copy of the registration statement or report filed with the Commission and one copy filed with each exchange in
accordance with Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)). You must conform the unsigned copies when
submitting the Form 20-F registration statement or report in paper. When submitting the Form 20-F in electronic format
to the Commission, you may submit a paper copy containing typed signatures to each United States stock exchange
in accordance with Regulation S-T Rule 302(c) (17 CFR 302(c)). See also Exchange Act Rule 12b-12(d) and Form 20-
F’s Instructions as to Exhibits for requirements concerning use of the English language and treatment of foreign
language documents.
(c)  When registration statements and reports are permitted to be filed in paper, they are filed with the Commission by
sending or delivering them to our File Desk between the hours of 9: and 5:, Washington, D.C. time. The
File Desk is closed on weekends and federal holidays. If you file a paper registration statement or report by mail or
by any means other than hand delivery, the address is U.S. Securities and Exchange Commission, Attention: File Desk,
100 F Street, N.E., Washington, D.C. 20549. We consider documents to be filed on the date our File Desk receives them.
E.  Which Items to Respond to in Registration Statements and Annual Reports.
(a)  Exchange Act Registration Statements. A registration statement filed under the Exchange Act on this Form must
include the information specified in Part I and Part III. Read the instructions to each item carefully before responding
to the item. In some cases, the instructions may permit you to omit some of the information specified in certain items
in Part I.
(b)  Annual Reports. An annual report on this Form must include the information specified in Parts I, II and III. Read thetruncated form
instructions to each item carefully before responding to the item. In some cases, the instructions may permit you to
omit some of the information specified in certain items in Part I. The instructions also may permit you to omit certain
information if it was previously reported to us and has not changed. If that is the case, you do not have to file copies
of the previous report with the report being filed on this Form.
(c)  Financial Statements. (1) For an issuer’s fiscal years ending before December 15, 2011, an Exchange Act registration
statement or annual report filed on this Form must contain the financial statements and related information
specified in Item 17 of this Form. We encourage you to provide the financial statements and related information
specified in Item 18 of this Form in lieu of Item 17, but the Item 18 statements and information are not required. In
certain circumstances, Forms F-1, F-3 or F-4 for the registration of securities under the Securities Act require that
you provide the financial statements and related information specified in Item 18 in your annual report on Form
20-F. Consult those Securities Act forms for the specific requirements and consider the potential advantages of
complying with Item 18 instead of Item 17 of this Form. Note that Items 17 and 18 may require you to file financial
statements of other entities in certain circumstances. These circumstances are described in Regulation S-X.
(2) For the issuer’s fiscal years ending on or after December 15, 2011, an Exchange Act registration statement or
annual report filed on this Form must contain the financial statements and related information specified in Item 18
of this Form.
Note that Items 17 and 18 may require you to file the financial statements of other entities in certain circumstances.
These circumstances are described in Regulation S-X.
(3) The financial statements must be audited in accordance with U.S. generally accepted auditing standards, and
the auditor must comply with the U.S. standards for auditor independence. If you have any questions about
these requirements, contact the Office of Chief Accountant in the Division of Corporation Finance at (202) 551-
3400.
(d)  Securities Act Registration Statements. The registration statement forms under the Securities Act direct you to provide
information required by specific items of Form 20-F. Some items of Form 20-F only apply to Securities Act registration
statements, and you do not have to respond to those items if you are using Form 20-F to file an Exchange Act registration
statement or an annual report. The instructions to the items of Form 20-F identify which information is required only
in Securities Act registration statements.
F.  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.
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 fewer
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

版权声明：本站内容均来自互联网，仅供演示用，请勿用于商业和其他非法用途。如果侵犯了您的权益请与我们联系QQ:729038198，我们将在24小时内删除。