Form F-4 Registration Statement Under The Securities Act Of 1933 (SEC2078) {F-4}

OMB APPROVAL OMB Number: 3235-0325 Expires: July 31, 2021 Estimated average burden hours per response. . . .. .... 1,461.02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as speci336ed in its charter) (Translation of registrant name into English) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classi336cation Code Number) (I.R.S. Employer Identi336 cation Number) (Address, including zip code, and telephone number, including area code, of Registrant222s principal executive of336 ces) (Name, address, including zip code, and telephone number, including area code, of agent of service) Approximate date of commencement of proposed sale of the securities to the public If this Form is 336led to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment 336led pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) Indicate by check mark whether the registrant is an emerging growth company as de002ned in Rule 405 of the Securities Act of 1933. Emerging growth company If an emerging growth company that prepares its 002nancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised 002nancial accounting standards201 provided pursuant to Section 7(a)(2)(B) of the Securities Act . 201 The term 215new or revised 002nancial accounting standard216 refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codi002cation after April 5, 2012. CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee Note: Speci336c details relating to the fee calculation shall be furnished in notes to the table, including references to provisions of Rule 457 (247230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented in the table. Persons who are to respond to the collection of information contained in this form are not SEC 2078 (05-19) required to respond unless the form displays a currently valid OMB control number. American LegalNet, Inc. www.FormsWorkFlow.com GENERAL INSTRUCTIONS A. Rule as to Use of Form F-4. 1. This Form may be used by any foreign private issuer, as de336ned in Rule 405 (247230.405 of this chapter), for registration under the Securities Act of 1933 (the 223Securities Act224) of securities to be issued: (1) in a transaction of the type speci336ed in paragraph (a) of Rule 145 (247230.145 of this chapter); (2) in a merger in which the applicable law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired; (3) in an exchange offer for securities of the issuer or another entity; (4) in a public reoffering or resale of any such securities acquired pursuant to this registration statement; or (5) in more than one of the kinds of transactions listed in (1) through (4) registered on one registration statement. 2. If the registrant meets the requirements of and elects to comply with the provisions in any item of this Form or Form S-4 (247239.25) that provides for incorporation by reference of information about the registrant or the company being acquired, the prospectus must be sent to the security holders no later than 20 business days prior to the date on which the meeting of such security holders is held or, if no meeting is held, the earlier of 20 business days prior to either (1) the date the votes, consents or authorizations may be used to effect the corporate action or (2) If votes, consents or authorizations are not used, the date the transaction is consummated. Attention is directed to Sections 13(e), 14(d) and 14(e) of the Securities Exchange Act of 1934 (the 223Exchange Act224) and the rules and regulations thereunder regarding other time periods in connection with exchange offers and going private transactions. 3. This form shall not be used if the registrant is a registered investment company. B. Information with Respect to the Registrant 1. Information with respect to the registrant shall be provided in accordance with the items referenced in one of the following subparagraphs: (a) Items 10 and 11 of this Form, if the registrant elects this alternative and meets the following requirements for use of Form F-3 (247239.33 of this chapter) (hereinafter, with respect to the registrant, 223meets the requirements for use of Form F-3224) for this offering of securities: (i) The registrant meets the requirements of General Instruction I.A. of Form F-3, and (ii) One of the following is met: A. The registrant meets the aggregate market value requirement of General Instruction I.B.1. of Form F-3; or B. Non-convertible debt or preferred securities are to be offered pursuant to this registration statement and are 223investment grade securities224 as de336ned in General Instruction I.B.2. of Form F-3; or C. The registrant is a majority-owned subsidiary and one of the conditions of General Instruction I.A.5. of Form F-3 is met. (b) Items 12 and 13 of this Form, if the registrant meets the requirements for use of Form F-3 and elects this alternative; or (c) Item 14 of this Form, if the registrant does not meet the requirements for use of Form F-3, or if it otherwise elects this alternative. 2. If the registrant is a real estate entity of the type described in General Instruction A to Form S-11 (247239.18 of this chapter), the information prescribed by Items 12, 13, 14, 15 and 16 of the Form S-11 shall be furnished about the registrant in addition to the information provided pursuant to Items 10 through 14 of this Form. The information prescribed by such Items of Form S-11 may be incorporated by reference into the prospectus if (a) a registrant quali336es for and elects to provide information pursuant to alternative 1.a. or 1.b. of this instruction and (b) the documents incorporated by reference pursuant to such elected alternative contain such information. C. Information With Respect to the Company Being Acquired. 1. Information with respect to the company whose securities are being acquired (hereinafter including, where securities of the registrant are being offered in exchange for securities of another company, such other company) shall be provided in accordance with the items referenced in one of the following subparagraphs: (a) Item 15 of this Form, if the company being acquired meets requirements of General Instruction I.A. and I.B. (hereinafter, with respect to the company being acquired, 223meets the requirements for use of Form F-3224) for use of Form F-3 and this alternative is elected; (b) Item 16 of this Form, if the company being acquired meets the requirements for use of Form F-3 and this alternative is elected; or 2 American LegalNet, Inc. www.FormsWorkFlow.com (c) Item 17 of this Form, if the company being acquired does not meet the requirements for use of Form F-3, or if this alternative is otherwise elected. (d) If the company to be acquired is a U.S. company, the registrant shall present information about such other company pursuant to Instructions C and F of Form S-4 (247239.25 of this chapter). 2. If the company being acquired is a real estate entity of the type described in General Instruction A to Form S-11, the infor