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Department of Finance
SECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills, Mandaluyong City1554
REGISTRATION OF SECURITIES
SRC Rule 8 and 12
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
1
the Philippine Stock Exchange.
Documentary Requirements:
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.
5
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:
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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
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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
29
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:
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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
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)
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.