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Republic of the Philippines

Department of Finance
SECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills, Mandaluyong City1554

REGISTRATION OF SECURITIES
SRC Rule 8 and 12

Requirement of Registration of Securities

Securities shall not be sold or offered for sale or distribution within the Philippines, without a registration statement
duly filed with and approved by the Commission.

All outstanding shares that will be offered to the public by way of primary or secondary offering shall be registered
with Commission and all unregistered outstanding shares of listed companies or companies that plan to list at
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the Philippine Stock Exchange.

Documentary Requirements:

1. SEC Form 12-1, As Amended2 and Preliminary Prospectus


2. Duly signed and Notarized Statement of Management Responsibilities on the Audited Financial
Statements
3. Consolidated/Audited/Interim Financial Statements (if applicable) stamped “Received” by the Bureau of
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Internal Revenue and audited by an Accredited External Auditor under Groups “A” or “B”
4. Additional components of the Audited Financial Statements
5. Material Contracts
6. Exhibits
7. Payment Assessment Form (PAF)
Additional Requirements:

Type of Securities Description


 Mandate letter from Underwriter re: Due Diligence
 Certification all mandated government license, permit are
secured
 Certification on legal proceedings filed against and by the
Issuer
Equities and Bonds  Certification that all the Audited Financial Statement of all
subsidiaries has been filed with the Commission
 Any other additional or material exhibits that the
Commission may require
 Tax Compliance Report filed by the Issuer and its
subsidiaries
Commercial Papers  Conditions set forth under SRC Rule 12.1(6)
Warrants  Conditions set forth under SRC 12.1(7)(A)
Options  Conditions set forth under SRC 12.1(7)(B)
Proprietary and Non-Proprietary Shares
 Conditions set forth under SRC Rule 12.1 (8)
/Membership Certificates
Mutual Funds  Conditions set forth under ICA Rule 35-14

Filing requirements:

1
http://www.sec.gov.ph/laws/memorandumcircular/CY%202008/sec-memo-09,s2008.pdf
2
http://www.sec.gov.ph/download/annexes_form.html
3
http://www.sec.gov.ph/accountantsinfo/accountantsinfo.html
4
http://www.sec.gov.ph/laws/laws.html
1. SEC Form 12-1 shall be used for registration of securities that are to be sold or offered for sale pursuant to
Section 8 and 12 of the Securities Regulation Code
2. Three (3) complete copies of the SEC Form 12-1 and Prospectus including any exhibits or other papers or
documents filed as part thereof
3. At least one (1) complete copy shall be manually signed by the company’s directors/officers.
4. All payments must be payable to the Securities and Exchange Commission by way of Cash, Manager’s or
Cashier’s Check or Postal Money Order only.
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5. Other requirements under SRC Rule 72.1 (General Rules and Regulations for Filing of SEC Form with the
Commission) must be complied with

Where to File:

Corporate Governance and Finance Department:


 Mutual Fund/Investment Companies
 Proprietary/Non-Proprietary share or certificate
 Timeshares
 Club shares

Market and Securities Regulation Department:


 Equities Securities
 Debt Securities:
 Corporate Bonds
 Commercial Papers
 Warrants
 Options

Computation of Filing Fee

Maximum Aggregate Price of Securities Filing Fee


0.10% of the maximum aggregate price of the securities to
Not more than P500 Million
be offered plus UP Legal Research Fee (UPLRF)
More than P500 Million but not more than P750 P500,000.00 plus 0.075% of the excess over P500 Million
Million plus UPLRF
More than P750 Million but not more than P1 P687,500.00 plus 0.05% of the excess over P750 Million +
Billion UPLRF
P812,500.00 plus 0.025% of the excess over P750 Million +
More than P1 Billion
UPLRF
UPLRF - 1% of the filing fee based on the aggregate price of securities to be Offered and Registered
In case of Options or Warrants which have no P50,000.00 in addition to the fees which may be due on the
issue value underlying shares

Listing Fee P2,525.00 inclusive of UPLRF

Amendment to the Registration Statement and Prospectus


Increase in the volume or offering price of Based on the difference the highest aggregate amount per
securities to a level higher than the range old range and the total amount based on new volume or
previously disclosed price

Amendment other than the Offering Price P10,000.00

CONTENT OF A REGISTRATION STATEMENT AND PROSPECTUS

5
http://www.sec.gov.ph/investorinfo/irr/AmendedIRRfinalversion.pdf
ITEM DESCRIPTION REQUIRED INFORMATION
PART I - INFORMATION REQUIRED IN PROSPECTUS
Front of the Registration Statement and Furnish the information required by Part VI Paragraph (A)
Outside Front Cover Page of the Prospectus of “Annex C, As amended”6
Inside Front Cover and First Two or more Furnish the information required by Part VI Paragraph (B)
Pages of the Prospectus of “Annex C, As amended”
Furnish the information required by Part VI Paragraph (C)
Risk Factors and Other Information
and (D) of “Annex C, As amended”
Furnish the information required by Part VI Paragraph (E)
Use of Proceeds
of “Annex C, As amended”
Furnish the information required by Part VI Paragraph (F)
Determination of Offering Price
of “Annex C, As amended”
Furnish the information required by Part VI Paragraph (G)
Dilution
of “Annex C, As amended”
Furnish the information required by Part VI Paragraph (H)
Selling Shareholders
of “Annex C, As amended”
Furnish the information required by Part VI Paragraph (I),
Plan of Distribution
(J), (K) of “Annex C, As amended”
Furnish the information required by Part II Paragraph (A) of
Description of Securities to be Registered
“Annex C, As amended”
Interest of Named Experts and Independent Furnish the information required by Part VI Paragraph (L)
Counsels of “Annex C, As amended”
Information with Respect to the Registrant
Furnish the information required by Part I Paragraph (A) of
 Description of Business
“Annex C, As amended”
Furnish the information required by Part I Paragraph (B) of
 Description of Property
“Annex C, As amended”
Furnish the information required by Part I Paragraph (C) of
 Legal Proceedings
“Annex C, As amended”
 Market Price of and Dividends on
Furnish the information required by Part II Paragraph (A)(1)
Registrant’s Common Equity and
through (4) of “Annex C, As amended”
Related Stockholder Matter
Management Discussion and Analysis or Plan Furnish the information required by Part III Paragraph (A)
of Operation of “Annex C, As amended”
Changes in and Disagreements with
Furnish the information required by Part III Paragraph (B)
Accountants on Accounting and Financial
of “Annex C, As amended”
Disclosures
Directors, Officers, Promoters and Control Furnish the information required by Part IV Paragraph (A)
Persons of “Annex C, As amended”
Furnish the information required by Part IV Paragraph (B)
Executive Compensation
of “Annex C, As amended”
Security Ownership of Certain Record and Furnish the information required by Part IV Paragraph (C)
Beneficial Owners and Management of “Annex C, As amended”
Certain Relationships and Related Furnish the information required by Part IV Paragraph (D)
Transactions of “Annex C, As amended”
Furnish the Information required by SRC Rule 68.17 as
Financial Information
amended
PART II - INFORMATION INCLUDED IN REGISTRATION STATEMENT
BUT NOT REQUIRED IN PROSPECTUS
Furnish the information required by Part VI Paragraph (M)
Other Expenses of Issuance and Distribution
of “Annex C, As amended”
Furnish or incorporate by reference the exhibits required by
Exhibits
Part VII of “Annex C”

6
http://www.sec.gov.ph/download/annexes_form.html
7
http://www.sec.gov.ph/accountantsinfo/irrSRCRULE68-RevisedVersion2011.pdf
ITEM DESCRIPTION REQUIRED INFORMATION

Furnish any other document the omission of which will


Other documents render the foregoing material facts or any other part of the
Registration Statement misleading

Duly notarized and signed by the following officers :


Signature Page Principal Executive Officer Principal Operating Officer
Principal Financial Officer Comptroller
Corporate Secretary Principal Accounting Officer

EXHIBITS AND INDEX OF EXHIBITS REQUIRED


Filing Requirements:
1. Three (3) copies of each of the exhibits required in the exhibit table shall be filed or incorporated by
reference as part of the registration statement or specified report;
2. Each filing shall have an index of exhibits and ear tags
3. If a material contract or plan of acquisition, reorganization, arrangement, liquidation or succession is
executed or becomes effective during the reporting period covered by SEC Form 17-Q or SEC Form 17-
A, it shall be filed as an exhibit to Form 17-Q or Form 17-A. Such amendment or modification need not
be filed where the previously filed exhibit would not be currently required.

LIST OF REQUIRED EXHIBITS DESCRIPTION OF EXHIBITS


Furnish the information required by Part VII (B)(1) of
1 Publication of Notice8
“Annex C”
Furnish the information required by Part VII (B)(2) of
2 Underwriting Agreement
“Annex C”
Plan of Acquisition, Reorganization, Arrangement, Furnish the information required by Part VII (B)(3) of
3
Liquidation or Succession “Annex C”
Article of Incorporation Furnish the information required by Part VII (B)(4) (a) and
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By-laws (b) of “Annex C”
Instruments Defining the Rights of Security Holders, Furnish the information required by Part VII (B)(5) of
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Including Indentures “Annex C”
Furnish the information required Part VII (B)(6) of “Annex
6 Opinion re: Legality
C”
Furnish the information required Part VII (B)(7) of “Annex
7 Opinion re: Tax Matters
C”
Furnish the information required Part VII (B)(8) of “Annex
8 Voting Trust Agreement
C”
Furnish the information required Part VII (B)(9) of
9 Material Contracts
“Annex C”
Annual Report to Security Holders, Form 17-Q or Furnish the information required Part VII (B)(10) of
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Quarterly Report to Security Holders “Annex C”
Furnish the information required Part VII (B)(11) of
11 Material Foreign Patents
“Annex C”
Furnish the information required Part VII (B)(12) of
12 Letter re: Unaudited Interim Financial Information
“Annex C”
Furnish the information required Part VII (B)(13) of
13 Letter re: Change in Certifying Accountant
“Annex C”
Furnish the information required Part VII (B)(14) of
14 Letter re: Director Resignation
“Annex C”
Furnish the information required Part VII (B)(15) of
15 Letter re: Change in Accounting Principles
“Annex C”
Furnish the information required Part VII (B)(16) of
16 Report Furnished to Security Holders
“Annex C”

8
Downloads: Annexes and Forms: SEC Annexes: Annex A
LIST OF REQUIRED EXHIBITS DESCRIPTION OF EXHIBITS
Furnish the information required Part VII (B)(17) of
17 Other Documents or Statements to Security Holders
“Annex C”
Furnish the information required Part VII (B)(1)8 of
18 Subsidiaries of the Registrant
“Annex C”
Published Report Regarding Matters Submitted to Vote Furnish the information required Part VII (B)(19) of
19
of Security Holders “Annex C”
Furnish the information required Part VII (B)(20) of
20 Consent of Experts and Independent Counsel
“Annex C”
Power of Attorney Furnish the information required Part VII (B)(21) of
21
Power of Attorney - Foreign Registrant “Annex C”
Furnish the information required Part VII (B)(22) of
22 Statement of Eligibility of Trustee
“Annex C”
Exhibits to be filed with Commercial Papers/Bond Furnish the information required Part VII (B)(23) of
23
Issues “Annex C”
Furnish the information required Part VII (B)(24) of
24 Exhibits to be filed with Stock Options Issues
“Annex C”
Furnish the information required Part VII (B)(25) of
25 Exhibits to be Filed by Investment Companies
“Annex C”
Notarized Curriculum Vitae and Photograph of Officers Furnish the information required Part VII (B)(26) of
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and Members of the Board of Directors “Annex C”
Furnish the information required Part VII (B)(27) of
27 Copy of BOI Certificate for BOI Registered Companies
“Annex C”
Furnish the information required Part VII (B)(28) of
28 Authorization re: Registrant’s Bank Account
“Annex C”
Additional Exhibits: Furnish the information required Part VII (B)(29) of
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Corporate Governance Manual “Annex C”
(Initial Public Offering/Listing By Way of Introduction)
Refer to the Revised Code of Corporate Governance9
Copy of Board Resolution approving the securities
Furnish the information required Part VII (B)(30) of
30 offering and authorizing the filing of the Registration
“Annex C”
Statement
Duly verified resolution of the Issuer’s Board of
Directors approving the disclosures contained in the Furnish the information required Part VII (B)(31) of
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registration statement and assuming liability for the “Annex C”
information contained therein
Secretary’s Certificate as to adoption by Board of Furnish the information required Part VII (B)(32) of
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certain corporate governance principles “Annex C”
Exhibits to be filed for proprietary or non-proprietary Furnish the information required Part VII (B)(33) of
33
shares issues “Annex C”
Furnish the information required Part VII (B)(34) of
34 Exhibits to be filed for Warrant Issues
“Annex C”

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FORM AND CONTENT OF FINANCIAL STATEMENTS
1. Statement Management Responsibility (SMR) for both the Consolidated Financial Statements and the
Parent Company’s Financial Statements (Notarized)
2. Audit Report of SEC Accredited External Auditor under Group “A” or “B”
3. Comparative Financial Statements:

 Consolidated Balance Sheet


 Consolidated Statement of Income and/or Consolidated Statement of Comprehensive Income
 Consolidated Changes in Equity
 Consolidated Statement of Cash Flow
 Notes to Financial Statements

9
http://www.sec.gov.ph/download/ccg/Revised%20Code%20CG.pdf and http://www.sec.gov.ph/accountantsinfo/irr/SRCRULE68-
Revisedversion2011.pdf
10
http://www.sec.gov.ph/accountantsinfo/irrSRCRULE68-RevisedVersion2011.pdf
4. Required Annexes:
a. Annex 68-C (Reconciliation of Retained Earnings available for Dividend Declaration)
b. Annex 68-D (Additional disclosures in the Notes to Financial Statements)
c. Annex 68-E (Schedules)
d. Tabular Schedule of Standards & Interpretation

5. Additional disclosure requirements:


a. Financial Soundness Ratios
b. Conglomerate Map
c. Schedule of Proceeds

6. For Mutual Funds

A schedule showing the following information two comparative periods:


i. percentage of investment in a single enterprise to net asset value;
ii. total investment of the fund to the outstanding securities of an investee company;
iii. total investments in liquid or semi-liquid assets to total assets;
iv. total operating expenses to total net worth;
v. total asset to total borrowings

7. Listed Companies and investment houses that are part of a conglomerate or group of companies

A map showing the relationships between and among the company and its ultimate parent
company, middle parent, subsidiaries or co-subsidiaries and associates.

8. Listed companies that recently offered securities to the public (either as initial or additional offering)

A schedule showing the following amounts:

i. Gross and net proceeds as disclosed in the final prospectus


ii. Actual gross and net proceeds
iii. Each expenditure item where the proceeds was used
iv. Balance of the proceeds as of the end of the reporting period

Applicability of Pro-Forma Financial Information:

 Initial Public Offering/Follow On Offering


 Business acquisition/combination/disposition
 Consummation of a significant business combination
 Proceeds from Initial Public Offering (IPO) and Follow On Offering (FOO) that will be applied
directly or indirectly to the purchase of a specific significant business
 Disposition of significant portion of business entity by sale, abandonment or distribution to
shareholders by means of a spin-off/split-off has occurred or probable
 Acquisition of one or more real estate operations or properties which in the aggregate is significant

The pro forma financial information that shall be submitted with the registration statement shall be
accompanied by a report of an independent auditor accredited by the Commission under Group A
category. The said auditor shall comply with the requirements provided under SEC Memorandum
Circular No. 2, Series of 2008 (Guidelines for Reporting and Attestation on Pro Forma Financial
Information) or any amendments thereto.

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