According to Regulation SK, generally speaking, the current Article 601(b)(10) requires the registrant (that is, a public company listed in the United States) to sign every document signed in the past two years or at least partly fulfilled in the future. Material contracts are submitted as attachments to the applicable disclosure documents.
Obviously, we want to know the definition and scope of important contracts. According to the currently effective regulations, the relevant provisions of Article 601(b)(10) regarding important contracts are as follows:
(10) Important contracts. (I) (A) Each contract that is signed in an abnormal business process that is of great significance to the registrant and will be fully or partially performed when or after the submission of the registration statement or report. In addition, for the newly submitted registrant, every contract signed in the abnormal business process that is of great significance to the registrant, and the contract was signed within two years before the registrant’s following dates:
(1) Submit a registration statement or report for the first time; or
(2) A transaction has been completed that has the effect of causing it to cease to be a public shell company.
(B) The only contract that needs to be submitted is a contract in which the registrant or the registrant’s subsidiary is one party or through the assumption or transfer of inheritance, or the registrant or the subsidiary has a beneficial interest in the contract.
(Ii) If the contract is the kind of business that usually accompanies the registrant and its subsidiaries, it will be deemed to be concluded in the normal course of business and does not need to be filed, unless it belongs to one or more of the following categories (in In this case, it should be archived unless it is not important in terms of amount or quantity):
(A) Any contract with directors, officers, promoters, voting trustees, securities holders or underwriters mentioned in the registration form or report as a party, but only involving purchase or sale with a determinable market price Except for the contract of current assets, the market price shall prevail.
(B) Any contract on which the registrant’s business relies to a large extent, such as a continuing contract for the sale of a major part of the registrant’s products or services or the purchase of a major part of the registrant’s goods, services or raw materials, or the use of the registrant’s Any franchise or license or other agreement for patents, formulas, trade secrets, processes, or trade names on which the business relies to a large extent.
(C) Any contract requiring the acquisition or sale of any property, plant or equipment at a cost exceeding 15% of the registrant’s such fixed assets on the basis of the merger; or
(D) The registrant holds any major lease of part of the property described in the registration form or report.
(Iii) (A) Any management contract or any compensatory plan, contract or arrangement, including but not limited to plans related to options, stock options or rights, pensions, retirement or deferred remuneration or bonuses, rewards or profit sharing ( If it is not specified in any official document, it is a written statement), in which any director or any designated administrative officer of the registrant, as defined in item 402(a)(3) (§229.402(a)(3)) The plan, contract or arrangement involving any director or any nominated executive of the registrant as defined in item) shall be deemed important and shall be filed; any other management involving any other executives of the registrant Contracts or any other compensatory plans, contracts or arrangements should be filed unless they are not important in terms of amount or importance.
(B) Any compensation plan, contract or arrangement adopted without the approval of the security holder, including but not limited to options, stock rights or rights (or if not listed in any official document, a written explanation for it), Any employee (regardless of whether it is an executive of the registrant) participates, unless the amount or importance is not significant, it should be filed. The compensation plan undertaken by the registrant as a result of merger, integration or other acquisition transactions, under which the registrant can further grant or reward his equity securities, shall be regarded as the registrant’s compensation plan as far as the preceding sentence is concerned.
(C) Notwithstanding the provisions of paragraphs (b)(10)(iii)(A) above, the following management contracts or compensatory plans, contracts or arrangements do not need to be filed:
(1) Ordinary purchase and sales agency agreement.
(2) Agreement with store managers in chain organizations or similar organizations.
(3) Contracts that stipulate bonuses for labor or salespersons or payment to holders of certain types of securities, if so.
(4) Any compensatory plan, contract or arrangement, in accordance with its terms, is generally available for use by employees, officials or directors, and in operation specifies the same method of distributing benefits between management and non-management participants.
(5) Any compensatory plan, contract or arrangement, if the registrant is a foreign private issuer, provides compensatory information under item 402(a)(1) (§229.402(a)(1)), and the plan, The contract or arrangement or part of it does not need to be publicly filed in the home country of the registrant, and the registrant has not publicly disclosed it.
(6) For any compensatory plan, contract or arrangement, if the registrant is a wholly-owned subsidiary of a company, the company has a class of securities registered under Article 12 of the “Exchange Law” or submitted a report under Article 15(d), and Submit a report on Form 10-K or register a debt instrument or preferred stock for non-voting securities on Form S-1.
(Iv) The registrant can edit the specific provisions or clauses of the appendix required to be submitted in this paragraph (b)(10), if the registrant treats the information as private or confidential, habitually and in practice, and if the omitted information is not important. If it does so, the registrant should mark the appendix index to indicate that part of the appendix has been omitted, and include an obvious statement on the first page of the edited appendix that certain certain information has been Excluded from supplementary recording, because it is neither important, but also a type that the registrant regards as private or confidential. The registrant must also indicate in square brackets where the information is omitted in the appendix of the archived version. If requested by the committee or its staff, the registrant must promptly provide an unedited appendix and a copy of its importance and privacy or confidentiality analysis. After evaluating the registrant’s supplementary materials, the committee or its staff may require the registrant to modify its application materials and include any previously edited information that has not been fully supported by the registrant’s analysis into the evidence. The registrant may, in accordance with Article 200.83 of this chapter, require that the supplementary materials submitted in accordance with this paragraph (b)(10)(iv) be handled confidentially while the committee or its staff are in the possession of the committee. After completing the review of the supplementary materials, if the registrant complies with the procedures stipulated in Article 230.418 or 240.12b-4 of this chapter, the committee or its staff will return or destroy the supplementary materials.
Judging from the above regulations, the major contracts required by Regulation SK to disclose are likely to contain some highly sensitive information. If the information is not important and falls under the exemption scope of the Freedom of Information Act, the registrant can apply for confidential treatment. If the committee approves (that is, in accordance with the procedures of Section 601(b)(10)(iv)), the registrant will be allowed Edit specific information from the important contract that it publicly submitted to EDGAR.
The above procedures for applying for confidentiality become confidential treatment, that is, confidential treatment. Article 24b-2 of the US “Exchange Act” and Article 406 of the “Securities Act” stipulate the only procedures for obtaining confidential treatment of evidence submitted under the “Exchange Act” and the “Securities Act.” Registrants wishing to take advantage of these rules must submit a detailed application to the committee to determine the specific text to be treated confidentially, explain the legal basis for the exemption, and explain why, based on the facts and circumstances of the specific case, disclosure of information is not essential for protecting investors. necessary. After receiving an application called a “confidential treatment request” (confidential treatment request) or “CTR”, the committee staff will assess whether the request appears appropriate.
The rules on paper are simply that. Specifically, attention should be paid to whether major contracts should disclose supply chain-related contracts and the actual behavior of SEC staff. These two points are very important.
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