CONCEPT RELEASE: BUSINESS AND FINANCIAL DISCLOSURE REQUIRED BY REGULATION

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183 SEC should retain item 201(b)(1)184 What truly matter for the investing public is not the street name and beneficial owner but the person who is

making the investment and voting decision. It will not make sense to provide street name number when beneficial owners are making all the investment and voting decisions behind closed doors. The utilization of this data by the investment public determines what is in the best interest of the investment public. This information was supposed to communicate something to its readers that thing may be the number of decision makers. Requiring registrants to provide the numbers of beneficiary owners will be clearly too difficult to obtain because of the binding contractual agreements. In addition it will not provide the target benefit. I believe that the registrant must disclose the number of beneficiary owners that means investors who make acquisition of shares themselves with physical certificate or through DRS (direct registration system) and also the number of street name owners. Once investor empowers someone else to make investment and voting decision, the disclosure of empowered investors number will add more quality to the disclosure.

185 Both sophisticated investors and average reasonable investors will find this information useful but it is still confusing

186 The information about terms and conditions are furnished to potential investors in the secondary market. The article of incorporation and Bylaws are very important information investors should read and rely on . I am not sure that they prefer the one filed as exhibit or the other posted on line (company website). But they should rely on the one filed as exhibit to the registration Form 10-K because its required review is easily arguable.

187 SEC should require registrants to provide item 202 disclosure each year in Form 10-K. Investors need it more around that time not just to make investment decision but also to make voting decision. All material changes should be disclosed in their quarterly and annual reports. This information helps investors understand the registrant P/E ratio and its dividend (payout, retained,…). Form 8-K is serving its purpose sufficiently with this information.

188 Average reasonable investors value more this information189 This information is one of the cheapest information for the registrant. It does require not enough effort with

actual automated technology system190 The benefits of providing this disclosure are not huge but it does help investors understand how

management and BoD manage the registrant equity191 SEC should retain item 701 (a)-(e), I believe that the past 3 years trend of all sales of unregistered securities is

a good information to the investing public about the registrant private placement192 Item 3.02 focuses on sale of equity securities in transaction that is not registered under the Securities Act.

And, the amount of the equity securities sold in the company’s last report filed under this item or last periodic report whichever is more recent constitutes more than 1% of the company’s outstanding securities of that class. Grants of stock option pursuant to an employee stock option plan are excluded from this disclosure. While item 701 disclosure focuses on all sales of unregistered securities sold by the registrant within the past three years. In addition, I do not know the appropriate threshold here. But it is not just a matter of threshold; it is also about aggregate quarterly and annual reports.

193 It will make sense to revise the rule to require disclosure of all unregistered sales of securities during the reporting period. Simply requiring a cross reference to form 8-K will create problem because of its threshold. I am afraid that we have to inform investors about 1 percent or less of the number of shares outstanding of

the equity securities being sold194 SEC should not remove the item 701. At the same token, we can not require registrant to file form 8-K every

time they will sell a small amount of shares; we should keep the way things are. We cannot afford to eliminate item 3.02, it is a good information about the registrant’s private placement

195 When it comes to changing of locations, I want to read their arguments because it will add a lot of pages to item 7, something I have some reservation to do

196 I do not believe there is a lot of challenges to comply with these item requirements197 I will discontinue item 701 f disclosure, SEC should revise item 701f to add quality and attractiveness to it198 If the actual use of proceeds differs materially from the description of the offering and comes from offering

transactions, we must relocate this disclosure in the MD&A may be199 Item 703 is very important to investors. It must be rooms for enhancement of the repurchase disclosure.200 SEC should require an enhanced disclosure of the repurchase of a registrant equity to discuss its impact on

leverage, EPS,…201 Item 703 provides a good discussion about repurchase score. The benefit for investors is to assess the

repurchase program and understand it if it was in the best interest of the CEO, attractiveness to rating analysts or/and shareholder value maximization

202 Disclosure of all repurchases of securities during a registrant fiscal quarter is very important to investors who rely on EPS to make investment decision. There is no reason to disclose a non-material program so the SEC can set some threshold triggering a material disclosure

203 Item 703 quarterly report requirement is appropriate204 I do not believe average reasonable investor needs repurchase information promptly but if SEC decides to

require repurchase on Form 8-K, it has to focus on high threshold in order to reduce the cost of disclosure for the registrant and increase materiality of the disclosure that means adding quality and attractiveness to the disclosure.