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375136GUIDE TO COMPANIES LISTING OF SECURITIES FOR TRADE LISTING OF SECURITIES FORMSThis is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised
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How to fill out using rule 12g3-2b to

01
To fill out using rule 12g3-2b, follow these steps:
02
Determine if you qualify: Rule 12g3-2b is a securities regulation that allows certain foreign issuers to be exempt from the registration requirements of the Securities Exchange Act of 1934.
03
Consult legal advice: It is recommended to consult legal counsel or an experienced securities attorney to ensure you meet all the requirements and understand the process.
04
Gather necessary information: Collect all the required documents and information, such as financial statements, organizational structure, and disclosures about the home country's securities laws.
05
Prepare the Form 20-F: This is the form you need to fill out to register under rule 12g3-2b. Provide accurate and complete information based on the instructions provided with the form.
06
Submit the Form 20-F: File the completed Form 20-F with the Securities and Exchange Commission (SEC) electronically through the EDGAR system or by mail.
07
Maintain ongoing compliance: Once registered, you must continue to meet the ongoing filing and reporting obligations specified under rule 12g3-2b.
08
Seek legal advice periodically: As securities laws and regulations may change over time, it is advisable to consult legal counsel periodically to ensure continued compliance.

Who needs using rule 12g3-2b to?

01
Rule 12g3-2b is beneficial for foreign issuers who meet certain criteria and want to access U.S. capital markets while being exempt from full SEC registration requirements.
02
Companies or entities that can benefit from using rule 12g3-2b include:
03
- Foreign public companies that have a significant number of U.S. investors but do not wish to register with the SEC.
04
- Foreign companies that do not have a substantial presence in the U.S. but have U.S. investors and want to provide them with access to financial information.
05
- Non-U.S. companies that are already subject to comprehensive disclosure and reporting requirements in their home country but want to avoid duplicative reporting in the U.S.
06
- Companies that meet the eligibility criteria specified by the SEC and want to take advantage of the streamlined registration process under rule 12g3-2b.
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Rule 12g3-2b allows foreign companies to register securities with the SEC without having to comply with certain reporting requirements, enabling them to maintain their listing in the U.S. markets.
Foreign private issuers that wish to maintain their securities offering in the United States without registering under the U.S. Exchange Act are required to file under rule 12g3-2b.
To fill out using rule 12g3-2b, issuers must file a Form 10 along with necessary bilingual documentation demonstrating that they comply with the home country laws and requirements for financial reporting.
The purpose of using rule 12g3-2b is to facilitate foreign companies' access to U.S. capital markets while allowing them to maintain compliance with their home country's regulatory requirements.
Issuers must report information on their financial condition, operations, ownership structure, and any changes affecting shareholders, including annual reports and any material news.
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