Page 1

As filed with the Securities and Exchange Commission on 31 March 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 Form 20 - F REGISTRATION STATEMENT PURSUANT TO SECTION 12 ( b ) OR 12 ( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 ( Mark One ) or ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended 31 December 2020 ☐ ☐ or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 or SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report For the transition period from to Commission file number : 1-31318 Title of Each Class Gold Fields Limited ( Exact name of registrant as specified in its charter ) Republic of South Africa ( Jurisdiction of incorporation or organisation ) 150 Helen Road Sandown , Sandton , 2196 South Africa 011-27-11-562-9700 ( Address of principal executive offices ) with a copy to : Taryn L. Harmse Executive Vice - President : Group General Counsel Tel : 011-27-11-562-9724 Fax : 011-27-86-720-2704 Taryn.Harmse@goldfields.com 150 Helen Road Sandown , Sandton , 2196 South Africa ( Name , Telephone , E - mail and / or Facsimile number and Address of Company Contact Person ) American Depositary Shares , each representing one ordinary share Ordinary shares of no par value each and Michael Z. Bienenfeld Igor Rogovoy Linklaters LLP Tel : 011-44-20-7456-2000 Fax : 011-44-20-7456-2222 One Silk Street London EC2Y 8HQ United Kingdom Securities registered or to be registered pursuant to Section 12 ( b ) of the Act Trading Symbol GFI * Not for trading , but only in connection with the registration of the American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission . Securities registered or to be registered pursuant to Section 12 ( g ) of the Act None ( Title of Class ) Securities for which there is a reporting obligation pursuant to Section 15 ( d ) of the Act None ( Title of Class ) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the Annual Report 883,333,518 ordinary shares of no par value Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act : Yes No ☐ Name of Each Exchange on Which Registered New York Stock Exchange New York Stock Exchange * If this report is an annual or transition report , indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934. Yes No ☑ Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 from their obligations under those Sections . Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . ☑Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( $ 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . ☑Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , or an emerging growth company . See definition of " large accelerated filer , " " accelerated filer , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Emerging growth company ☐ Accelerated filer Non - accelerated filer If an emerging growth company that prepares its financial 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 financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . † The term " new or revised financial accounting standard " refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5 , 2012 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . ☑ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing : U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board Other ☐ If " Other " has been checked in response to the previous question , indicate by check mark which financial statement item the registrant has elected to follow : Item 17 Item 18 If this is an annual report , indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes ☐ No ☑ ( APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS ) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12 , 13 or 15 ( d ) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court . Yes No ☐ ☐