[Federal Register Volume 70, Number 152 (Tuesday, August 9, 2005)]
[Notices]
[Page 46241]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-4277]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-52192; File No. SR-NASD-2005-006]


Self-Regulatory Organizations; National Association of Securities 
Dealers, Inc.; Order Approving Proposed Rule Change and Amendments Nos. 
1 and 2 Thereto To Require Semi-Annual Financial Reporting by Foreign 
Private Issuers

August 2, 2005.
    On January 18, 2005, the National Association of Securities 
Dealers, Inc. (``NASD'') through its subsidiary, The Nasdaq Stock 
Market, Inc. (``Nasdaq''), filed with the Securities and Exchange 
Commission (``Commission''), pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change to require semi-annual financial 
reporting by foreign private issuers. Nasdaq submitted Amendment No. 1 
to its proposed rule change on February 4, 2005 and submitted Amendment 
No. 2 to its proposed rule change on June 6, 2005. The proposed rule 
change, as amended, was published for comment in the Federal Register 
on June 29, 2005.\3\ The Commission received no comments on the 
proposal. This order approves the proposed rule change, as amended.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 51905 (June 29, 
2005), 70 FR 37456.
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    The proposed rule change is designed to create a uniform standard, 
applicable to all Nasdaq-listed foreign private issuers, to provide 
investors with access to more recent financial information. The 
proposal accomplishes this by requiring that foreign private issuers 
provide, in a press release that would also be submitted on a Form 6-K, 
an interim balance sheet and semi-annual income statement, not later 
than six months following the end of the issuer's second quarter. Under 
the proposed rule, the information provided would be required to be 
translated into English, but would not have to be reconciled to U.S. 
Generally Accepted Accounting Principles (``GAAP'').
    The Commission finds that the proposed rule change, as amended, is 
consistent with the requirements of the Act and the rules and 
regulations thereunder applicable to a national securities association 
\4\ and, in particular, the requirements of Section 15A of the Act.\5\ 
Specifically, the Commission finds the proposal to be consistent with 
Section 15A(b)(6) and 15A(b)(9) of the Act \6\ in that it is designed 
to prevent fraudulent and manipulative acts and practices, to promote 
just and equitable principles of trade, remove impediments to a free 
and open market and a national market system, and, in general, to 
protect investors and the public interest. The Commission believes the 
proposed rule will provide useful disclosure to investors regarding 
foreign private issuers that trade on Nasdaq.
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    \4\ In approving this proposed rule change, as amended, the 
Commission has considered the proposed rule's impact on efficiency, 
competition, and capital formation. See 15 U.S.C. 78c(f).
    \5\ 15 U.S.C. 78o-3.
    \6\ 15 U.S.C. 78o-3(b)(6) and (b)(9).
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    In order to allow sufficient time for foreign private issuers to 
modify any necessary practices regarding the preparation of interim 
financial reports, Nasdaq suggests that the proposed rule become 
effective for interim periods ending after January 1, 2006 and the 
Commission believes that this is reasonable.\7\
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    \7\ Nasdaq has indicated that, for example, in the case of a 
foreign private issuer with a fiscal year-end of December 31st, the 
rule first would be applicable for the semi-annual interim period 
ending June 30, 2006. Under the proposed rule, such an issuer would 
be required to provide an interim balance sheet and semi-annual 
income statement on a press release and Form 6-K not later than six 
months thereafter (December 31, 2006). Telephone conversation 
between Nasdaq staff and Division Staff on July 27, 2005.
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\8\ that the proposed rule change (SR-NASD-2005-006), be, and it 
hereby is, approved.
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    \8\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Jill M. Peterson,
Assistant Secretary.
[FR Doc. E5-4277 Filed 8-8-05; 8:45 am]
BILLING CODE 8010-01-P