Form 20-F.

The definition of FPI.

Rule 12g-3 under the Exchange Act.

Rule 12h-6 under the Exchange Act.

Guarantees of and by subsidiaries. New Question 110.03 of the Exchange Act Forms C&DIs (which was also added as new Question 102.03 of the Securities Act Forms C&DIs) uses an example of an FPI that guarantees securities of a subsidiary that is not an FPI. The C&DI states that if the parent and issuer are eligible under any of Rules 3-10(b)-(d) of Regulation S-X to present condensed consolidated financial information in the parent company's filings and the parent qualifies as an FPI, then the parent company and its subsidiaries may:

The same would apply if the parent and subsidiaries are eligible to present narrative disclosure in lieu of condensed consolidating financial information under Rule 3-10.

Conversely, new Question 110.04 of the Exchange Act Forms C&DIs (which was also added as new Question 102.04 of the Securities Act Forms C&DIs) uses an example of a parent FPI issuer that issues securities that are guaranteed or co-issued by one or more subsidiaries that do not themselves qualify as an FPI. The C&DI refers to Questions 110.03 and 102.03 discussed above and states that, if either Rule 3-10(e) or 3-10(f) applies and all applicable conditions of the rule being relied on are met in the parent company's filings, then the parent company and its subsidiaries may use an F-series registration statement when they are eligible to present condensed consolidating financial information or narrative disclosure.

Filing deadline. New Question 110.05 states that when the last day of an issuer's fiscal year is the last day of a month, its annual report on Form 20-F is due four complete months after that day (for example, a February 28 fiscal year end results in a due date of June 30). When the last day of the issuer's fiscal year is other than the end of the month, the annual report on Form 20-F is due on the same day four months ahead (for example, a February 20 fiscal year end results in a due date of June 20).

Omission of information from Form 20-F. New Question 110.06 states that a wholly-owned subsidiary of an FPI may omit certain information from its annual report on Form 20-F in the same manner that a wholly-owned subsidiary required to file a Form 10-K may omit information if it meets the requirements set out in General Instruction I to that form. To do this, a registrant must include a prominent statement on the cover page of the Form 20-F that it meets the conditions set out in General Instruction I(1)(a) and (b) to Form 10-K and is therefore filing the form with the reduced disclosure format. The registrant may then omit any information set out in General Instruction I(2) of Form 10-K that would apply to an FPI issuer filing on Form 20-F, specifically:

Incorporation by reference. New Question 110.07 states that an FPI may incorporate by reference into an annual report on Form 20-F information that has previously been filed with the SEC (for example, on a Form 6-K), subject to the limitations set out in Rule 12b-23 under the Exchange Act. Issuers using incorporation by reference must specify the information that is being incorporated by reference.

Determining percentage of securities owned of record by US residents. New Question 110.02 of the Exchange Act Rules C&DIs (which was also added as new Question 203.17 of the Securities Act Rules C&DIs) states that an issuer that has multiple classes of voting stock with different voting rights may use one of the following two methods to determine whether more than 50% of its outstanding voting securities are directly or indirectly owned of record by residents of the US:

Issuers must apply one of these two methods on a consistent basis.

Determining the residency status of individuals. New Question 110.03 of the Exchange Act Rules C&DIs (which was also added as new Question 203.18 of the Securities Act Rules C&DIs) states that a person who has permanent resident status in the US is presumed to be a US resident. For individuals without permanent resident status, an issuer must decide what criteria it will use to determine residency and apply this criteria on a consistent basis. Examples of factors an issuer may use include:

Determining citizenship and residency status of executive officers and directors. New Question 110.04 of the Exchange Act Rules C&DIs (which was also added as new Question 203.19 of the Securities Act Rules C&DIs) states that, when determining whether a majority of the executive officers or directors are US citizens or residents, the determination must be made separately for each group. In effect, there are four determinations that must be made:

Determining citizenship and residency status of directors when there are two boards of directors. New Question 110.05 of the Exchange Act Rules C&DIs (which was also added as new Question 203.20 of the Securities Act Rules C&DIs) states that, when an issuer has two boards of directors, the issuer must determine whether the majority of the directors are US citizens or US residents with respect to the board that performs the functions that are closest to those undertaken by a US-style board of directors. If those functions are divided between both boards, the issuer may aggregate the members of both boards for purposes of calculating the majority.

Determining percentage of assets located outside the US. New Question 110.06 of the Exchange Act Rules C&DIs (which was also added as new Question 203.21 of the Securities Act Rules C&DIs) states that, in determining whether more than 50% of the assets of an issuer are located outside the US, an issuer may:

Determining whether business is administered principally in the US. New Question 110.07 of the Exchange Act Rules C&DIs (which was also added as new Question 203.22 of the Securities Act Rules C&DIs) states that, in determining whether its business is administered principally in the US, an issuer must assess on a consolidated basis the location from which its officers, partners, or managers primarily direct, control, and coordinate the issuer's activities. There is no single factor or group of factors that are determinative under this clause.

In addition, new Question 110.08 of the Exchange Act Rules C&DIs (which was also added as new Question 203.23 of the Securities Act Rules C&DIs) states that holding an annual or special meeting of shareholders or occasional meetings of the issuer's board of directors in the US would not result in a determination that the issuer's business is administered principally in the US. Absent other factors indicating the location from which an issuer's officers, partners, or managers primarily direct, control, and coordinate the issuer's activities on a consolidated basis, there is no single factor or group of factors that is determinative of whether an issuer's business is principally administered in the US.