National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1 -- An issuer wants relief from the requirement to prepare its financial statement in accordance with Canadian GAAP in order to use IFRS before the January 1, 2011 changeover date -- The issuer has previously prepared financial statements in accordance with IFRS-IASB to comply with the requirements of a foreign regulator -- The issuer has assessed the readiness of its staff, board, audit committee, auditors and investors -- The issuer has provided detailed disclosure regarding its early adoption of IFRS in its most recently filed MD&A -- The issuer will provide disclosure equivalent to that required in IFRS 1 in its financial statements filed for the first financial year it relies on this relief.
Applicable Legislative Provisions
National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency, s. 9.1.
March 23, 2010
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
BRITISH COLUMBIA AND ONTARIO
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF
APPLICATIONS IN MULTIPLE JURISDICTIONS
IN THE MATTER OF
JINSHAN GOLD MINES INC.
1 The securities regulatory authority or regulator in each of the Jurisdictions (the Decision Makers) have received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement in section 3.1 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) that financial statements be prepared in accordance with Canadian GAAP (the Exemption Sought), in order that the Filer may prepare its financial statements for periods beginning on or after January 1, 2009 in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IFRS-IASB).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):
(a) the British Columbia Securities Commission is the principal regulator for this application;
(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta (the Passport Jurisdiction); and
(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in the Province of Ontario.
2 Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
3 This decision is based on the following facts represented by the Filer:
1. the Filer is a corporation incorporated under the Business Corporations Act (British Columbia); the head office of the Filer is located at Suite 1030, One Bentall Centre, 505 Burrard Street, Box 31,Vancouver, British Columbia V7X 1M5;
2. the Filer is a reporting issuer or equivalent in each of the Jurisdictions; the Filer is not in default of its reporting issuer obligations under the Legislation or the securities legislation of the Jurisdictions;
3. the Filer's common shares are listed on the Toronto Stock Exchange under the symbol "JIN" and the Filer has commenced the application process to obtain a listing on an Asian stock exchange (Asian Stock Exchange);
4. the Filer is a mining company focused on gold mining with operations in China;
5. the Filer prepares its financial statements in accordance with Canadian GAAP;
6. in connection with the application process for a listing on the Asian Stock Exchange, the Filer was required to submit financial statements for the years ended December 31, 2006, 2007, and 2008 and for the six months ended June 30, 2009 in accordance with IFRS-IASB, and, if the listing is successful, the Filer will be required to prepare all future financial statements in accordance with IFRS-IASB;
7. the Filer's listing application documents contained the Filer's "first IFRS financial statements" under IFRS 1 First Time Adoption of International Financial Reporting Standards (IFRS 1); these statements contained an explicit and unreserved statement of compliance with IFRS-IASB;
8. the Canadian Accounting Standards Board has confirmed that publicly accountable enterprises will be required to prepare their financial statements in accordance with IFRS-IASB for financial statements relating to fiscal years beginning on or after January 1, 2011;
9. NI 52-107 sets out acceptable accounting principles for financial reporting under the Legislation by domestic issuers, foreign issuers, registrants and other market participants; under NI 52-107, a domestic issuer must use Canadian GAAP with the exception that an SEC registrant may use US GAAP; under NI 52-107, only foreign issuers may use IFRS-IASB;
10. in CSA Staff Notice 52-321 Early Adoption of International Financial Reporting Standards, Use of US GAAP and Reference to IFRS-IASB, staff of the Canadian Securities Administrators recognized that some issuers may wish to prepare their financial statements in accordance with IFRS-IASB for periods beginning prior to January 1, 2011 and indicated that staff were prepared to recommend exemptive relief on a case by case basis to permit a domestic issuer to do so, despite section 3.1 of NI 52-107;
11. subject to obtaining the Exemption Sought, the Filer intends to adopt IFRS-IASB for its financial statements for periods beginning on and after January 1, 2009 with a transition date of January 1, 2006;
12. the Filer believes the adoption of IFRS-IASB will avoid potential confusion for the users of its financial statements because the reporting requirements of all its primary regulators would be satisfied using one accounting standard; additionally, the use of a single accounting standard would eliminate complexity and cost from the Filer's financial statement preparation process;
13. the Filer has developed a comprehensive IFRS-IASB conversion plan which has been implemented as part of its listing process for the Asian Stock Exchange;
14. the Filer has carefully assessed the readiness of its staff, board of directors, audit committee, auditors, investors and other market participants for the adoption by the Filer of IFRS-IASB for financial periods beginning on and after January 1, 2009 and has concluded that they will be adequately prepared for the Filer's adoption of IFRS-IASB for periods beginning on January 1, 2009;
15. the Filer has considered the implications of adopting IFRS-IASB for financial periods beginning on and after January 1, 2009 on its obligations under securities legislation including, but not limited to, those relating to CEO and CFO certifications, business acquisition reports, offering documents, and previously released material forward looking information, and has concluded that if the Exemption Sought is granted it will continue to be able to fulfill these obligations;
16. Immediately upon issuance of this decision, the Filer will restate and re-file its management's discussion and analysis for the interim period ended September 30, 2009 (Q3 MD&A), together with the certificates required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (NI 52-109), to provide relevant information about its conversion to IFRS-IASB as contemplated by CSA Staff Notice 52-320 Disclosure of Expected Changes in Accounting Policies Relating to Changeover to International Financial Reporting Standards, including:
(a) the key elements and timing of its changeover plan;
(b) accounting policy and implementation decisions the Filer has made or will have to make;
(c) the exemptions available under IFRS 1 that the Filer expects to apply in preparing financial statements in accordance with IFRS-IASB;
(d) major differences the Filer has identified between its current accounting policies and those the Filer is required or expects to apply in preparing financial statements under IFRS-IASB; and
(e) the impact of the changeover on the key line items presented in the Filer's interim financial statements for the period ending September 30, 2009;
17. the Filer will disseminate a news release announcing that it has restated and re-filed its Q3 MD&A; and
18. the Filer will update the information set out in its Q3 MD&A in its annual management's discussion and analysis including, to the extent known, quantitative information regarding the impact of adopting IFRS-IASB on key line items in the Filer's annual financial statements for the year ending December 31, 2009.
4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.
The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted, provided that:
(a) the Filer prepares its annual financial statements for financial periods beginning on or after January 1, 2009 in accordance with IFRS-IASB;
(b) the Filer provides all the communication as described and in the manner set out in paragraphs 16, 17 and 18;
(c) the Filer prepares its interim financial statements for interim periods beginning on or after January 1, 2009 in accordance with IFRS-IASB, except that if the Filer files interim financial statements prepared in accordance with Canadian GAAP for one or more interim periods for the financial year in which it adopts IFRS-IASB, the Filer will restate and re-file those interim financial statements in accordance with IFRS-IASB immediately upon issuance of this decision, together with the related restated interim management's discussion and analysis as well as the certificates required by NI 52-109;
(d) the Filer's first IFRS-IASB financial statements for an interim period include an opening statement of financial position as at the date of transition to IFRS-IASB that is presented with prominence equal to the other statements that comprise those interim financial statements;
(e) the first annual financial statements referred to in paragraph (a), and the interim financial statements for the first interim period in that first financial year, include the reconciliations and other information specified in paragraphs 6 and 23 through 28 of IFRS 1, including but not limited to:
(i) an opening IFRS statement of financial position as at the transition date of January 1, 2006;
(ii) a reconciliation of equity as previously reported in accordance with Canadian GAAP to equity in accordance with IFRS as at the transition date of January 1, 2006 and as at each year end since that date;
(iii) a reconciliation of total comprehensive income as previously reported in accordance with Canadian GAAP to total comprehensive income in accordance with IFRS for the year ended December 31, 2006 and each subsequent year;
(iv) sufficient information to enable users to understand the material adjustments to the statement of financial position and statement of comprehensive income for the year ended December 31, 2006 and each subsequent year; and
(v) material differences between the statements of cash flows as previously reported in accordance with Canadian GAAP and restated IFRS amounts for the year ended December 31, 2006 and each subsequent year; and
(f) the first interim financial statements referred to in paragraph (e) include the disclosure specified in IFRS 1 for interim financial reports.