PSE Application for Listing of Stocks

PSE APPLICATION FOR LISTING OF STOCKS ____________ Date The ________________________________________________________ (Full Name of CORPORATION Applying for Listing) with corporate address at ________________________________________ and incorporated on __________ ( date ) at _______________ place ) hereby applies for the 1. Complete official title of issue to be listed: cd 2. Capital Structure (in tabular form): a) Authorized Capital Stock; b) Number and classes of shares of the authorized capital stock; c) Designation or title of each class of shares; d) Brief description of the rights and privileges attached to each class of shares; e) Number of shares issued and outstanding; f) Amount of subscribed capital; g) Amount of paid-up capital; h) Par value. 3. Full title or designation of securities for which listing is applied, and whether the securities are fully paid; a) Number of shares to be listed; b) Number of shares previously listed (if any) ( Application should be made to list only that part of the share capital which has been issued and shares to be issued, in connection with this listing application .) 4. Shares for Public Offering a) Number of shares for public offering aisadc b) Offer Price c) Description of the method of offering d) Application of Proceeds 5. Name and Address of Underwriter(s) 6. Name and Address of Legal Counsel 7. Name and Address of Transfer Agent 8. Information on any litigation, pending or threatened, that would significantly affect the company's financial position. 9. General information on any and all pending and denied loan applications in any bank or any financial institution and stating the reason/s for its denial, if such was the case. Attached hereto in support of this application, are documents required under the Exchange's listing manual. ____________________ (Corporation) By: ____________________ Name and Signature Admitted to List: ____________________ Title PHILIPPINE STOCK EXCHANGE, INC. By: ______________________ Name and Signature ___________ Date LISTING AGREEMENT In consideration of the PHILIPPINE STOCK EXCHANGE, INC. hereinafter referred to as the "EXCHANGE", admitting to include in the Official List of Traded Securities, _______________ shares of _________________, hereinafter referred to as the "CORPORATION", the CORPORATION hereby agrees with the EXCHANGE as follows: I 1. To furnish the EXCHANGE not later than 105 days after the end of its fiscal year, two hundred (200) copies of its Annual Report, which shall contain, among others, the following: a) a consolidated balance sheet showing assets and liabilities at the end of the fiscal year, with comparative figures from the previous year, b) a consolidated income and expense account covering the same period; c) an analysis of surplus account; d) a review of operations; and e) a similar set of financial statements for the listed company as a separate corporate entity, and for each subsidiary owned and directly or indirectly controlled. The CORPORATION shall furnish the EXCHANGE two hundred (200) copies of an audited Semi-annual Report within 60 days from the end of the first semester of its fiscal year, containing similar information as contained in the annual report. The CORPORATION shall likewise furnish the EXCHANGE a copy of its Quarterly Report to the Securities and Exchange Commission within fifteen (15) days after the last day of the months of March, June, September and December. 2. To maintain a Transfer Office/Agent, or Registrar within Metro Manila where the principal of all securities with interest or dividends thereon shall be payable. The EXCHANGE reserves the right to reject the corporation's appointed Transfer Office/Agency under this requirement if it finds that there is sufficient evidence of incompetence or grave abuse of its functions. No officer or director of the CORPORATION may own, directly or indirectly a dominant interest in the transfer office/agent and/or registrar of the CORPORATION. 3. Not to make any change in authorized amounts of listed securities without at least fifteen (15) days advance notice to the EXCHANGE, before the effective date of such change. 4. Not to make any change of a transfer agency, or of a registrar of a stock, or of a trustee of its bonds or other securities, without the approval of the EXCHANGE and not to select as a trustee an officer or director of the CORPORATION. 5. To give the EXCHANGE written notice of the declaration of cash or stock dividends of interest on bonds at least ten (10) trading days (based on receipt by the EXCHANGE) prior to the dividend or stock record date. The EXCHANGE shall also be provided information on the issuance or creation in any form or manner of any rights to subscribe to, or to be allotted its securities, or of any right or benefits pertaining to ownership in those securities, so as to afford the holders of these securities sufficient period within which to record their interests and exercise their rights. All rights to subscribe or to receive allotments and/or other such rights and benefits shall be transferable, payable, and deliverable in accordance with the rules of the EXCHANGE. The CORPORATION shall be liable for any events which may arise as a result of the delay in forwarding to the EXCHANGE the notices required under this provision. 6. In case of pre-emptive rights offering, the CORPORATION shall submit to the EXCHANGE a copy of its subscription agreement which should contain a condition giving the existing shareholders the right to further subscribe to additional shares on a pro rata-basis, in the event that other stockholders fail or refuse to exercise their pre-emptive right. 7. All corporations who have an existing Stock Option Plan or has approved one to its employees should inform the EXCHANGE of such fact within twenty four (24) hours after the approval of its stockholders and outlining thereto the details of the Stock Option Plan even prior to SEC approval. 8. To notify the EXCHANGE of the issuance of additional amounts of listed securities, and make immediate application for the listing thereof in accordance with the following schedules: a. Within ninety (90) days from the date of approval by the Board of Directors of the rights offering, the application for listing of shares to cover the rights offering shall be filed with the EXCHANGE. b. Within forty five (45) days from the date of the approval by the stockholders, the application for listing of shares to cover the dividend declaration shall be filed with the EXCHANGE. 9. To give the EXCHANGE at least ten (10) trading days written notice prior to the record date fixed by the company to determine the stockholders who are entitled to notice of and to vote at a regular or special stockholders' meeting, and to give the same ten (10) trading days advance written notice prior to the closing of transfer books, or extension of such closing. 10. In case of Initial Public Offerings, to furnish the EXCHANGE sufficient copies of the prospectus at least forty eight (48) hours prior to the start of the offering period. The CORPORATION together with its lead underwriter should warrant that it has exercised due diligence in ascertaining that all material representations contained in the prospectus and any amendment or supplement thereto, if any, are true and correct, and that no material information was omitted therein. The Red Herring prospectus should be submitted to the Listing Department of the EXCHANGE at least seven (7) days prior to the submission of the recommendation of the Department to the Listing Committee. 11. In case of Initial Public Offerings, to cause the delivery of the Stock Certificates to stockholders at least seventy two (72) hours prior to the listing date and to provide the EXCHANGE a Sworn Statement to this effect by the Corporate Secretary, at least twenty four (24) hours before listing date. However, in case of offerings with a secondary component, Stock Certificates could be delivered to the applicant/purchaser at least twenty four (24) hours before the actual listing date. In case of offerings where the terms and conditions of the subscription requires only partial payment, approved subscription agreements/accepted application to purchase in lieu of stock certificates could be delivered to the applicant/purchaser at least seventy two (72) hours before the listing date. 12. In case of stockholders subject to the lock-up provision, the CORPORATION should enter into an Escrow Agreement with a reputable financial institution, with respect to those shares at least for the duration of the lock-up period and furnish a certified true copy of the Agreement to the EXCHANGE before the Listing period. aisadc 13. To have on hand at all times a sufficient supply of stock certificates to meet the demand for transfer. 14. All Stock Certificates shall be issued and all cash dividends shall be paid within thirty (30) days from record date by corporations having 10,000 stockholders or less and forty five (45) days from record date for corporations having more than 10,000 stockholders. 15. To furnish the EXCHANGE information on the following: a) any issuance of shares made by the CORPORATION one year prior to the application for listing; b) any acquisition of shares of another company/other companies within one year prior to the application for listing, including the terms and conditions of the acquisition; c) any material information required to be furnished by the Securities and Exchange Commission in accordance with its Rules on Disclosure of Material Facts; and d) any additional information upon demand by the EXCHANGE at any time. 16. To furnish the EXCHANGE two (2) copies of Amendments to the Articles of Incorporation, By-Laws, and such other documents issued by the CORPORATION that may materially affect the nature of the listed securities, duly certified by the Secretary of the CORPORATION. 17. To furnish the EXCHANGE the names and addresses of the officers and directors of the CORPORATION, and to advise the EXCHANGE of any changes within thirty (30) days from such change. 18. To furnish the EXCHANGE a list of its top 100 shareholders on a semi-annual basis including its issued and outstanding shares and the number of shares subscribed and paid-up. 19. To notify the EXCHANGE within twenty four (24) hours upon receipt of an order of attachment, garnishment or other court orders which may affect the title or negotiability of the securities of the CORPORATION. 20. To comply with all rules and regulations now or hereafter established by the EXCHANGE. 21. To pay the EXCHANGE the required fees as follows: a) Processing Fee of P50,000 plus other incidental expenses, which will be cleared first with the Applicant. b) Listing Fee as follows : Market value of shares applied Listing Fee for listing based on offer price First P5.0 Billion 1/10 of 1% Second P5.0 Billion 5 M 1/20 of 1% of excess over P5B Third P5.0 Billion 7.5 M 1/30 of 1% of excess over P10B Fourth P5.0 Billion 9.166666M 1/40 of 1% of excess over P15B Excess of P20.0 Billion 10.416666M 1/50 of 1% of excess over P20B of market value of shares applied for listing based on offer price ADDITIONAL LISTING 1. Stock Dividend 1/10 of 1% based on par value of shares applied for listing 2. Stock Rights Offering 1/10 of 1% of shares applied for listing based on offering price 3. Debt to Equity Conversion 1/10 of 1% of shares applied for listing based on conversion price 4. Private Placement 1/10 of 1% of shares applied for listing based on placement price 5. Shares for Asset Swap 1/10 of 1% of shares applied for listing based on transacted price 6. Shares for Property Swap 1/10 of 1% of shares applied for listing based on placement price. 7. Underlying Common 1/50 of 1% Shares for Convertible of shares applied for listing Preferred and Bonds based on conversion/strike price 8. Availment of ESOP 1/10 of 1% of shares applied for listing based on ESOP price 22. To pay the EXCHANGE an annual Maintenance Fee payable on or before January 15th, as follows: One Hundred Pesos (P100 . 00) for every One Million Pesos (P1 , 000 , 000 . 00) market capitalization of listed shares as of the last trading day of the immediately preceding year. Such annual listing maintenance fee shall not be less than One Hundred Thousand Pesos (P100 , 000 . 00) nor more than Five Hundred Thousand Pesos (P500 , 000 . 00) . The EXCHANGE reserves the right to change the annual Maintenance Fee at any time it deems necessary. II The CORPORATION further agrees that: Acceptance of its securities for listing by the EXCHANGE does not of itself constitute a contract for continuance of such listing. Whenever it shall appear to the EXCHANGE that further dealings on the listed securities of the CORPORATION have become inadmissible for any cause whatsoever, the EXCHANGE may direct that such securities be removed from the Official List, and further dealings thereon suspended. The EXCHANGE may summarily and without prior notice to the CORPORATION suspend dealings in the securities of the CORPORATION which have been admitted to trading, or it may summarily remove such securities from the Official List without prior notice to the CORPORATION upon violation by the CORPORATION of any of the terms of this AGREEMENT, or when, in the opinion of the EXCHANGE, it is in the public's interest that such securities be suspended and/or removed from the Official List: The CORPORATION hereby renders the EXCHANGE or any of its officers, employees or representatives free and harmless from any and all liability which may arise from the disclosure by the EXCHANGE of any information, data, reports, and other documents to any third person which came to the possession or knowledge of the EXCHANGE by reason of and in connection with the listing of the CORPORATION's securities with the EXCHANGE. The CORPORATION shall defend and protect the EXCHANGE from and shall indemnify and hold the EXCHANGE harmless against all claims, suits and actions arising from any act or omission of the CORPORATION or any employee or agent of the CORPORATION, in connection with the terms and conditions of this Agreement. The foregoing terms and conditions shall be supplementary to the Rules and Regulations of the EXCHANGE. Filed, certified and agreed to by: __________________________ CORPORATION By: __________________________ Name and Signature __________________________ Title __________________________ Date (CORPORATE SEAL) ____________ Date PHILIPPINE STOCK EXCHANGE AGREEMENT WITH REGISTRAR OR TRANSFER AGENT KNOW ALL MEN BY THESE PRESENTS: That for and in consideration of the acceptance by the Philippine Stock Exchange of ______________________________________ ( Person of Firm acting as Registrar of Transfer Agent ) as a satisfactory registrar or transfer agent of ______________________________________ ( Listed Company ) the said registrar or transfer agent hereby agrees that it will comply with the requirements of the Philippine Stock Exchange, with regard to the registration of securities listed thereon; and that it will not by itself, or jointly with another company, register, except as hereinafter provided, the stock of said company to an amount greater than _________________________ ( No . of Listed Shares ) ____________________________________________________________ ( Number of Listed Shares , in Words ) shares, which amount is authorized by the Exchange; and that the said Registrar or Transfer Agent will not hereafter register any additional amount of said stock until it shall have been notified by the Exchange that such additional stock has been added to the list; and that it will furnish the Exchange at anytime, on demand, additional information with reference to the status of the corporation. ____________________________ Registrar or Transfer Agent By: _______________________ Authorized Officer ( To be filed with all applications to list original issues on the Philippine Stock Exchange ) PHILIPPINE STOCK EXCHANGE Distribution of Capital Stock of Corporation to its Stockholders To Accompany All Applications for Listing of Stocks For Each Class of Stock Applied For ________________________________ (Name of CORPORATION) _____________________ Shares of Stocks as at _______________(date of Application) Number of Number of Shares Stockholders ___________ Holders of 1 to 100 Share/Lots ___________ ___________ 101 - 500 ___________ ___________ 501 - 1,000 ___________ ___________ 1,001 - 5,000 ___________ ___________ 5,001 - 10,000 ___________ ___________ 10,001 - 50,000 ___________ ___________ 50,001 - 100,000 ___________ ___________ 100,001 - 500,000 ___________ ___________ 500,001 - 1,000,000 ___________ ___________ 1,000,001 - 5,000,000 ___________ ___________ 5,000,001 - 10,000,000 ___________ ___________ 10,000,001 - 50,000,000 ___________ ___________ over 50,000,000 ___________ Total Stockholders Total Shares =========== ========= The twenty highest holders of the above shares, and their respective holdings, are as follows: 1. _______________________________ 11. ______________________________ 2. _______________________________ 12. ______________________________ 3. _______________________________ 13. ______________________________ 4. _______________________________ 14. ______________________________ 5. _______________________________ 15. ______________________________ 6. _______________________________ 16. ______________________________ 7. _______________________________ 17. ______________________________ 8. _______________________________ 18. ______________________________ 9. _______________________________ 19. ______________________________ 10. _______________________________ 20. ______________________________s All stocks are free for sale and held under no syndicate, agreement, or control. Certified Correct: ____________________________ Corporate Secretary