For more information

on the requirements and procedure

on the registration of securities
you may write to:


The Equities and Bonds Division
CORPORATION FINANCE DEPARTMENT (CFD)
Securities and Exchange Commission
6th Floor, SEC Bldg., EDSA, Greenhills, Mandaluyong City
email: mis@sec.gov.ph
584-8508















Prepared by:

Investors Information Assistance and Publications Division
Economic Research and Information Department
7
th
Floor SEC Building, EDSA, Greenhills, Mandaluyong City




REPUBLIC OF THE PHILIPPINES
SECURITIES AND EXCHANGE COMMISSION










A CITIZENS MANUAL ON

REGISTRATION OF SECURITIES

The Securities Regulation Code
Republic Act No. 8799

(PAMPHLET NO.* 6)
30 IX 2012

SEC Building, EDSA, Greenhills
Mandaluyong City
584-0923-24

www.sec.gov.ph

Equities and Bonds Division
Corporation Finance Department


* Pursuant to R.A. 6713 and Memorandum Circular 35 s. 2003 issued by the President on 17 March 2003,
the SEC disseminates different pamphlets that give information about its mandate and functions,
registration and reportorial requirements, fees and charges, and other relevant topics for the guidance of
investors and the general public.

REPORTORIAL REQUIREMENTS
Form Type Filing Period
Annual Report
(SEC Form 17-A)
Within 105 calendar days after
end of fiscal year
Quarterly Report
(SEC Form 17-Q)
Within 45 calendar days after
end of quarter
Current Report
(SEC Form 17-C)
Within 5 calendar days after
the occurrence of the event
being reported
Notification of inability to file
17-A or 17-Q
(SEC Form 17-L)
On or before the filing of
report
Notification of suspension of duty
to file reports under Sec. 17 (SEC
Form 17-EX)
As of the first day of fiscal
year
Report of 5% Holder
(SEC Form 18-A)

Within 5 business days after
acquisition date
Report of 5% Institutional Buyer
(SEC form 18-AS)
Within 45 calendar days after
the end of fiscal year

Information Statement
(SEC Form 20-IS)

Within 25 business days prior
to meeting date (Preliminary &
Definitive Information
Statement)
Filing Fee: P5,050.00
Initial Statement of Beneficial Own-
ers
(SEC Form 23-A)
Within 10 calendar days after
the effective date of RS or
after becoming an officer,
director or 10% holder
Statement of Changes in Benefi-
cial Ownership
(SEC Form 23-B)
Within 10 calendar days after
the close of each month
thereafter
Secretarys Certificate of At-
tendance of Directors
on or before January 30 of the
following year
Certification of Compliance with
Manual on Corporate Governance
(SEC Form MCG 2002)
Every January 30 of the year
Corporate Governance Scorecard
Once MCG is adopted by the
company
Revised Manual on Corporate Gov-
ernance
180 business days from the
date the Code becomes
effective.
16
REGISTRATION OF ALL OUTSTANDING SHARES
PRIOR TO LISTING WITH THE PSE

Per SEC Memorandum Circular No. 9, Series of 2008, registration of shares
that will be offered to the public by way of primary or secondary offering, or
both, and all unregistered outstanding shares of listed companies or
companies that plan to list at the Philippine Stock Exchange.

Section 1. All outstanding shares shall be registered with the Commission:

Section 3. Notwithstanding the exemption provided for in Section 2, the
companies referred to shall disclose to the Commission the total number of
shares that will be issued and offered to the public.

Section 4. All companies that want to apply for listing at the PSE shall, prior
to listing, accomplish and submit SEC Form 10-1 to the Commission.

Plus: UP Legal Research Fee (UPLRF 1% of the filing fee) based on
Maximum Aggregate Price of Securities to be Offered
COMPUTATION OF REGISTRATION FEE
Maximum Aggregate Price Amount of Filing Fee
Not more than P500 Million
0.10% of the maximum aggregate
price of the securities to be offered
More than P500 Million but not
more than P750 Million
PhP500,000.00 plus 0.075% of the
excess over P500 Million
Not more than P750 Million but not
more than P1 Billion
PhP687,500 plus 0.05% of the
excess over P750 Million
More than P1 Billion
PhP812,500.00 plus 0.025% of the
excess over PhP1 Billion
a. Companies that will make an Initial Public Offering (IPO);
b. Companies applying for Listing by Way of Introduction; and
c. Public Companies that will make an IPO or Listing by way of
Introduction
Section 2. No registration shall be required for the outstanding shares of the
following companies:

a. Shares already registered with the Commission but were not listed by
their companies at the PSE and are applying for listing for the first
time;
b. Registered shares of companies, or shares of companies covered
by Sections 10.1 and 10.2 (Exempt Transactions) of the Securities
Regulation Code (SRC), that are applying for listing at the PSE; and
c. Shares already listed at the PSE that were not registered with the
Commission pursuant to Section 5(a)(3) of the Revised Securities
Act, now Section 9(e) of the SRC
FILING REQUIREMENTS


SEC FORM 12-1

PART I. INFORMATION REQUIRED IN A PROSPECTUS
PART II. INFORMATION INCLUDED IN REGISTRATION STATEMENTS BUT
NOT REQUIRED IN THE PROSPECTUS

EXHIBITS AND INDEX OF EXHIBITS REQUIRED

Three (3) copies 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.

Form Type:
(1) SEC FORM 12-1, As Amended
(2) Prospectus and Exhibits

No. of Copies:

One (1) manually signed copy
Two (2) conformed copies
Paper Size: A4 Size Paper or /8 x 11 inches
Item 1. Front of Registration Statement and Outside Front Cover Page
of Prospectus
Item 2. Inside Front Cover and First Two Pages of Prospectus
Item 3. Risk Factors and Other Information
Item 4. Use of Proceeds
Item 5. Determination of the Offering Price
Item 6. Dilution
Item 7. Selling Security Holders
Item 8. Plan of Distribution
Item 9. Description of Securities to be registered
Item 10. Interest of Named Experts and Independent Counsel
Item 11. Information with respect to the Registrant
Item 12. Financial Information (SRC Rule 68, as amended and 68.1)
Item 13. Other Expenses of Issuance and Distribution
Item 14. Exhibits
Item 15. Signatures
Item 16. Other Documents
2


(Use the registrants letter head)

Date


THE SECURITIES AND EXCHANGE COMMISSION
SEC Building, EDSA, Greenhills
Mandaluyong City


RE: AUTHORITY TO EXAMINE BANK ACCOUNTS


I, ____________(position) of _______________________(the Company),
with office address at ______________________, as the duly authorized officer
of the company and in compliance with the requirements under SRC Rule 12.1
in connection with the Registration Statement filed by
_____________________ relative to the registration of __________________,
Hereby authorize the Securities and Exchange Commission and its duly
authorized representatives (SEC to access, inspect and copy all the bank
accounts of the Company, and all of its subsidiaries, such as but not limited to
the following:






The said authority to access, inspect and copy the Bank Accounts shall also
apply to person/entities that are under common control with or by the Company.

I have been authorized by the Board of Directors of the above named
Companies, through the appropriate board resolutions, to issue this
authorization to SEC.

This authorization shall be for all banks, domestic or foreign, wherein accounts
are maintained and shall be continuous for as long as the registration of
securities of the issuer is effective and subject Bonds remain outstanding.

The Company hereby absolves and renders harmless SEC and its duly
authorized representatives from any and all complaints, causes of action and
suits, civil and criminal that may be filed in relation to the issuance of this
authorization and its exercise by SEC of its duty.

Very truly yours,

__________________________
(Signature over Printed Name)




15

STATEMENT 0F MANAGEMENT RESPONSIBILITIES
FOR FINANCIAL STATEMENTS



The management of (name of reporting company) is responsible for the
preparation and fair presentation of the financial statements for the year(s)
ended (date), including the additional components attached therein in
accordance with the prescribed financial reporting framework indicated therein.
This responsibility includes designing and implementing internal controls rele-
vant to the preparation and fair presentation of financial statements that are free
from material misstatements, whether due to fraud or error, selecting and apply-
ing appropriate accounting policies, and making accounting estimates that are
reasonable in the circumstances.

The Board of Directors or Trustees reviews and approves the financial
statements and submitted the same to the stockholders or members.

(name of auditing firm) the independent auditors, appointed by the stockholder,
has examined the financial statements of the Company in accordance with
Philippine Standards on Auditing, and its report to the stockholders or
members, has expressed its opinion on the fairness of presentation upon
completion of such examination.


Signature
Print Name of the Chairman of the Board

Signature
Print Name of the Chief Executive Officer

Signature
Print Name of the Chief Financial Officer

Signed this _______________ day of ____________________.


SUBSCRIBED AND SWORN to before this _________, affiants exhibiting to
me their

NOTARY PUBLIC

Doc No.
Page No.
Book No.
Series of 2XXX
_______________________________________________________________

Note: The Chairman of the Board, CEO and CFO shall all sign the SMR as prescribed by
SRC Rule 68, as amended. If provided in the companys by-laws, persons holding
equivalent position as that of the aforementioned signatories shall sign the statement.
14
Each filing shall have an index of exhibits. The exhibit index shall list exhibits in
the same order as the exhibit table. If the exhibits are incorporated by
reference, this fact should be noted in the exhibit index. In the manually signed
registration statement or report, the exhibit index should give the page number
of each exhibit.

(1) Publication of Notice of Filing of Registration Statement (Annex "A")
(2) Underwriting Agreement
(3) Plan of Acquisition, Re-organization, Arrangement, Liquidation or
Succession
(4) Articles of Incorporation and By-laws
(5) Instruments defining the rights of security holders, including indentures
(Stock Certificate & other materials)
(6) Exhibits to be filed for Warrant Issues

( 7) Notarized Curriculum Vitae and Recent Photographs of Officers and
Directors
(8) Copy of Board of Investment Certificate for BOI Registered Companies
(if applicable)
(9) Authorization to the Commission to access Registrant's Bank Account
(10) Additional Exhibits (e.g. Manual on Corporate Governance, Escrow
Agreement, Development Agreement, Subscription, Certification of Selling
Shareholder, Affiliation with RCI etc.)
(11) Copy of Board Resolution approving the securities offering and
authorizing the filing of the Registration Statements
(12) Duly verified Board Resolution of the Issuer/Registrant or Selling
Shareholder/s
(13) Secretary's Certificate certifying that the company's Board of Directors
has adopted affirmative resolution with respect to the submission of a
Manual on Corporate Governance, Adoption of Fit and Proper Rule for the
selection of corporate directors and officers, undertaking to allowing the
SEC to resolve conflicting issues regarding the election of an Independent
Director/s.
(14) Opinion re: Legality (Independent Counsel)
(15) Opinion re: Tax Matters
(16) Voting Trust Agreement
(17) Material Contracts (in Tabular Form)
(18) Annual Report to Security Holders, SEC Form 17-Q or Quarterly Report
to Security Holders

3




































EXHIBITS TO BE FILED BY INVESTMENT COMPANIES


EXHIBITS TO BE FILED FOR WARRANT ISSUES


(19) Material Foreign Patents
(20) Letter re: Unaudited Interim Financial Information
(21) Letter re: Change in Certifying Accountant
(22) Subsidiaries of the Registrant
(23) Published report regarding matters submitted to vote of security holders
(24) Consent of Experts and Independent Counsel
(25) Power of Attorney
(26) Statement of Eligibility of Trustee
(27) Exhibits to be filed with Commercial Papers/Bond Issues
(28) Exhibits to be filed with Stock Options/Rights Offering
(29) Exhibits to be filed by Investment Companies
(30) Exhibits to be filed for proprietary or non-proprietary shares issues
(31) Secretary's Certificate as to adoption by the Board of certain corporate
governance principles
(32) Listing Application/Order filed/approved by the Philippine Stock
Exchange (PSE) (if shares are to be listed in an Exchange)
(33) Consolidated Audited Financial Statements (SRC Rule 68, as amended
and 68.1) together with Statement of Management Responsibility on the
Financial Statements
(34) Reporting and Attestation of Pro-Forma Financial Information
(SEC Memorandum Circular No. 2, Series of 2008 (if applicable)
(1) Copies of Proposed Management Contracts, Distributionship,
Underwriting and Escrow or Custodial Agreements, and other contracts
pertaining to the investment, management or sale of securities;
(2) Certification under oath, by the President and Chairman of the Board, or
their equivalent in rank describing the involvement.
(1) Copy of Warrant Certificates
(2) Copy of a Warrant Instrument or a Deed containing the terms and
conditions of the Warrant
4 13



ANNEX "A"



REPUBLIC OF THE PHILIPPINES
Department of Finance
SECURITIES AND EXCHANGE COMMISSION
SEC Bldg., EDSA, Greenhills, Mandaluyong City

CORPORATION FINANCE DEPARTMENT


IN THE MATTER OF :
REGISTRATION OF SECURITIES
Name of Company :

x - - - - - - - - - - - - - - - - - - - - - - x

N O T I C E

Notice is hereby given that on date, a sworn statement was filed with the Se-
curities and Exchange Commission for and on behalf of Name of Company for
the registration of Px,xxx,xxxx.xx worth of (state whether equity or debt securi-
ties) with the par value/issue value of P________________________ repre-
senting_____________________________________.

According to the papers presented, the following persons are the officers/
directors of the corporation:


NAME POSITION


Said registration statements and other papers/documents attached thereto are
open to inspection by interested parties during business hours, copies thereof,
photo static or otherwise, shall be furnished to every party at such reasonable
fees as the Commission may prescribed, or may be downloaded at (companys
website)


JUSTINA F. CALLANGAN
Acting Director

PUBLICATION OF NOTICE OF FILING




* * * * * * *

Copies of the Amended Implementing Rules and Regulations of the Securities
Regulation Code (SRC), Forms and Circulars may be downloaded at
www.sec.gov.ph

Furnish the information required by SRC Rule 12.1 and Annex C, as amended
for the requirements applicable to the content of the non-financial statements
portions of the registration statements under the Code, and SRC Rule 68, as
amended for the content of financial statements portions of the registration
statement.















12
1. The registrant shall prepare and file with its registration statement a
notification of such filing which shall recite: that a registration statement
for the sale of the subject security has been filed with the Commission;
that the registration statement is open to inspection by interested parties
during business hours at the Commission; and that copies thereof shall
be furnished everyone requesting the same for a reasonable cost. Said
notice shall be signed by the Director of the Corporation Finance
Department or any officer duly designated by the Commission. The
issuer shall, upon or before filing, publish the notification, at its own
expense, in two (2) newspapers of general circulation in the Philippines
once a week for two (2) consecutive weeks. The required format for this
publication appears as Annex A.
2. As part of its registration statement, the registrant shall submit to the
Commission an affidavit of publication with a copy of the notice that was
published, or with a copy of the pro-forma notice to be published,
containing an attestation that such publication has been or will be
undertaken immediately.


EXHIBITS TO BE FILED WITH
COMMERCIAL PAPERS/BOND ISSUES



EXHIBITS TO BE FILED WITH STOCK OPTIONS


1. Credit Rating Report
2. In case of Bonds or Long Term Commercial Papers (LTCP) under
collateral condition of registration, the following shall be filed:
a) Board of Director's Certificate certifying that the stockholders owning
at least a majority of the subscribed capital stock authorized the
issuance and registration of bonds signed by the Chairman/President
and majority of the Board of Directors;
b) A resolution of the Board of Directors signed by at least a majority of
its members, containing the following:
i. Designation of at least two (2) senior officers with a rank of VP or
higher or their equivalent to sign the bond instrument to be issued;
Ii. Sample forms of the bond showing the terms and conditions, the
face value, interest rate (where applicable) date of maturity
c) Supporting documents on property valuation of collateralized property:
i. Report of an independent SEC Accredited Appraisers;
ii. Photocopy of Original Certificate of Title with a Certification as to
authenticity and genuineness of the title from the register of deeds
of the province/city where the property is situated.

d) Trust Indentures executed by and between the company and trustee
bank;
e) Certification from the trustee that he has received the following
documents:
i. Owner's duplicate copies of Original Certificate of Title or Transfer
Certificate of Title;
ii. Real Estate mortgages, chattel mortgages and pledge agreements
duly registered with the appropriate government agencies
1. Board of Director's resolution authorizing the issuance of stock options;
2. Certification from Corporate Secretary as to the stockholders meeting
approving the grant of stock options to directors, managing groups or
officers;
3. Stock Option Plan (Terms & Conditions)
5

EXHIBITS TO BE FILED WITH
PRE-EMPTIVE/STOCK RIGHTS OFFERING


EXHIBITS TO BE FILED FOR PROPRIETARY AND
NONPROPRIETARY SHARE ISSUES


REQUIREMENTS FOR REGISTRATION OF DERIVATIVES

REGISTRATION

A. WARRANTS
1. If pre-emptive/stock rights is from an increase, latest amended Articles of
Incorporation and By-laws, Certificate of Increase in Authorized Capital
Stock;
2. Sworn Corporate Secretary's Certificate of Increase in Authorized Capital
Stock;
3. Sworn Corporate Secretary's Certification on the approval by the board of
director's of the pre-emptive/stock rights offering;
4. Copy of subscription agreement/Underwriting Agreement
1. Notarized undertaking that in the event the project for which the securities
are sold is not completed as disclosed, it shall refund all investments of
purchases within ten (10) days from written demand;
2. Copy of the Subscription Agreement ;
3. Copy of a Credit Line Agreement;
4. Copy of house/membership rules and regulations;
5. Copy of brochures and other selling materials;
6. Copy of Environmental Compliance Certificate;
7. Certified True Copy of Certificate of Title of Real Property;
8. Copy of Lease Contract (if property is under lease);
9. Copy of Trust Agreement (if timeshares);
10. Copy of Custodianship Agreement with a bank (if project is under
construction);
11. Copy of Development Agreements, if any.
1. Upon proper registration of warrants under Section 8 and 12 of the Code
and SRC Rules 8.1 and 12.1, a corporation may offer and issue such
securities to the public.
6







2.

The certificates or shares shall be issued within sixty (60) days from
the date of full payment of the same;
3. The Club shall qualify the prospective club members before actual
sale/transfer of the share/certificate is executed
B. The registrant shall clearly indicate in its prospectus an undertaking that
in the event the project or the underlying asset for which the securities
are sold is, for whatever reason, not completed as disclosed, it shall
refund the amount of the investment of the purchaser of the securities
within ten (10) days from receipt of the written demand.

C.

The Club shall
i. Not collect membership dues unless the project is fifty percent
(50%) usable as indicated in the prospectus, unless the Clubs by-
laws provide a higher percentage of usability;
ii. Submit to the Commission a report under oath of any increase in
fees and the rationale for said increase within thirty (30) days from
Board approval;
iii. Notify club members of any increase in fees upon the Boards
approval of the said increase; and
iv. Cause the posting of proper notices and other communications on
the charging of fees on bulletin boards situated at conspicuous
place/s at the site for the benefit of secondary markets.

D.

The conditions under paragraph (C) shall be reflected in the companys
prospectus.

E.

The following documents shall be submitted with the registration
statement as exhibits thereof:
i. Copy of Subscription Agreement containing the required
undertaking under paragraph (B) above;
ii. Copy of a Credit Line Agreement with a reputable domestic bank.
Such credit line shall be availed of in the event that an
insufficiency of funds for the completion of the project shall occur.
The terms of the credit line agreement shall be disclosed in the
prospectus;
iii. Copy of a Custodianship/Escrow Agreement with a reputable bank
covering the proceeds from the sale of said shares/certificates
providing, among others, the withdrawal of the same only upon
presentation of the companys work progress report; and
iv. Copy of the Environmental Compliance Certificate (ECC) from the
Department of Environment and Natural Resources (DENR)
covering the location of the project.
11








































ADDITIONAL REGISTRATION REQUIREMENTS FOR PROPRIETARY AND
NON-PROPRIETARY SHARES/CERTIFICATES

C. OTHER TYPES OF DERIVATIVES
6. Every corporation granting Options shall maintain an Option Registry
Book where all Options granted including transfers shall be recorded
with the entries showing the name of the person to whom the Option
is granted, the basis or authority for such grant, the date granted, the
number of shares, the price per share, the exercise date, the total
cost and official receipt number.
7. No underlying shares for stock Options shall come from the treasury
shares of the issuer company.

1. All companies proposing to issue derivatives to the public, unless
covered by the Rules on Futures Market, shall file a registration
statements under SEC Form 12-1, in accordance with SRC Rules 8.1
and 12.1.
2. Such registration statement shall include financial statements
prepared in accordance with the Philippine Financial Reporting
Standards (PFRS) and the Philippine Accounting Standards (PAS).
3. It shall likewise include a description of the company's financial risk
management objectives and policies, including its policies for hedging.
Each major types of forecasted transaction shall be provided in its
prospectus.
A. The registrant shall clearly indicate in its Articles of Incorporation, By-laws
and Prospectus the following:
1. A description of the nature and type of the shares/certificates,
rights and privileges of the holders thereof, particularly their right
over the facilities of the Club;
10
d) Stock Options granted to directors or managing groups and its
officers must be approved in a meeting of stockholder owning at
least two-thirds (2/3) of all the outstanding capital stock, voting or
non-voting, excluding treasury stock. Certification by the
Corporate Secretary as to the number of shares represented in
said meeting and the number of votes cast for or against the grant
of optional rights to the directors or managing groups and its
officers shall be submitted
e) Exercise of Option must be done within the period set by the
company and disclosed in its registration statement.
FORM AND CONTENT & OTHER REQUIREMENTS
OF WARRANT CERTIFICATES

Warrant is described shall also state the following:
(whether on its face or on its reverse side)





EXERCISE PERIOD

Warrant holders may exercise the right granted under a Warrant within the
period set by the company and disclosed in its registration statement. No
extension of said period shall be allowed.
2. The registration of the Warrants shall include its underlying shares.
3. The issuer shall disclose in its registration statement the terms and
conditions of the warrant plan including computational data relative thereto.
4. A person proposing to offer Warrants to the public shall file SEC Form 12-1
with the prescribed filing fee. Notwithstanding the Warrants having no issue
value, the filing fee for the same shall be Fifty Thousand Pesos
PhP50,000.00) in addition to the fees which may be due on the underlying
shares
a. All Warrants authorized for issuance by the Commission shall be
evidenced by Warrant Certificates which shall be signed by the
President (or such other officer as may be duly authorized by the
Board of Directors) and the Corporate Secretary.
b. In case of Detachable Warrants, the Warrant Certificate shall state the
following on its face: The Warrant contained herein does not by itself
represent any share of stocks, but a right to purchase shares of stock
of the Issuer under the terms and conditions herein contained.
c. In case of Non-Detachable Warrants, the right granted under the
Warrant shall be described in the stock transfer or instrument
evidencing the Beneficial Securities. A Warrant Certificate or the stock
certificate or instrument evidencing the Beneficial Securities where
the non-detachable.
1. The Warrant Certificate number;
2. The Par Value or Issue Value, class and number of corresponding
underlying shares;
3. The exercise price, or the formula for computing the same,
or adjustments thereto;
4. The exercise period and the expiry date of the Warrant;
5. The procedure for the exercise;
6. The summary of the provisions contained in the Warrant instrument;
and Exchange Ratio or number of underlying shares which may be
purchased by each Warrant holder
7

EXERCISE PRICE

Exercise Price shall be set at a price fixed at the time of registration, or
computed using the stated formula, and disclosed by the company in its
registration statement.

The Exercise Price shall be paid in full upon exercise, and shall not be less than
the par value of the underlying shares or less than Five Pesos (P5.00) per
share, if the underlying shares are without par value.

The Exercise Price shall be adjusted only if the Warrant Instrument provides for
(i) the conditions under which adjustments in Exercise Price can be made and
(ii) the formula under which the adjusted Exercise Price can be determined. The
Exercise Price may be adjusted only in the following circumstances occurring
after the issuance of the Warrant:
















WARRANTS REGISTRATION BOOK

Any corporation authorized to issue Warrants shall have a Warrants Registry
Book maintained by the designated Warrants Registry who shall be preferably
the Stock and Transfer Agent of the Issuer. Upon the exercise of the right
granted under a Warrant, a notation to this effect shall be duly recorded in the
Warrants Registry Book (WRB), and the purchase of the underlying shares
shall be recorded in the Stock and Transfer Book of the Issuer. Any sale,
transfer or assignment of a Warrant must be duly recorded in the WRB, includ-
ing the names of the transferor and transferee, the number of Warrants
transferred and the number of underlying shares covered by said transfer.
Unless recorded in the WRB, the transfer of Warrants shall not be binding on
the Issuer.


TRANSFERABILITY OF WARRANTS

All registered Warrants shall be transferable without the need of approval from
the Commission. In case of Non-detachable Warrants, they shall be transferred
only together with the Beneficial Securities.

1, a change in par value of the underlying shares
2. a declaration of stock dividends
3. an offering of additional shares at a price different from the original
exercise price
4. a merger, consolidation or quasi-reorganization
5. a disposition of a substantial portion of the assets of the corporation
6. such other similar instances as may be approved by the
Commission
8

LISTING REQUIREMENTS

Warrants authorized for issuance by the Commission may be listed in an
exchange together with the Beneficiary Securities under existing rules for listing
securities, and under such other rules as the exchange may adopt and
approved by the Commission; provided, however, that the Warrants shall be
automatically delisted upon the lapse of the Exercise Period. Warrants issued
by listed companies are required to be listed.



















B. OPTIONS
1. No corporation shall grant or offer any Option to the public unless
the same is registered in accordance with Section 8 and 12 of the
Code and SRC Rules 8.1 and 12.1, except when said security is
exempt from registration under Section 9 and 10 of the Code.
2. The registration of the Option shall include its underlying shares
3. A person proposing to offer an Option to the public shall file SEC
Form 12-1, with the prescribed filing fee based on the aggregate
issue price of the Options and the underlying shares. Notwithstanding
the Option having no issue value, the filing fee for the same shall be
Fifty Thousand Pesos (PhP50,000.00) in addition to the fee which
may be due on the underlying shares.
4. The issue shall disclose in its registration statement the terms and
conditions of the Option Plan including computational data relative
thereto. The Plan shall be submitted as exhibit to the registration
statement.
5. In considering registration of Stock Options, the Commission shall be
guided by the following:
a) Stock granted to stockholders proportionately with their
shareholdings may be allowed.
b) Stock Options may be granted to employees or officials who are
not members of the board subject to review of the scheme by
the board subject however to a review of the scheme by the
board and subject to approval by the stockholders, pursuant to
the policy of the government to widen corporate base and to
distribute corporate profits wider and more equitably
c) Stock Options granted to persons who are not stockholders may
be granted only upon showing that the Board has been duly
authorized to grant the same by its charter or by a resolution of
the stockholders owning at least two-thirds (2/3) of all the out-
standing capital stock, voting or non-voting, excluding treasury
stock.
9