Implementing Guidelines of Listings & Disclosure Rules

August 31, 1999 PSE CIRCULAR FOR BROKERS NO. 2164-99 SUBJECT : Implementing Guidelines of Listings & Disclosure Rules Please be informed that the Board of Governors has passed and approved the following implementing guidelines pertaining to various Listings & Disclosure Rules in its meetings of 14 July 1999, 28 July 1999, 11 August 1999 and 26 August 1999: 1) SEC Form 11Q (Quarterly Report) Listed companies must include a schedule of aging of accounts receivables in their SEC Form 11Q (Quarterly Report) submitted to the Exchange. 2) Top One Hundred Stockholders In the submission of the Top One Hundred Stockholders (formerly Top Twenty (20) Stockholders ), listed companies must furnish the Exchange the names of the broker, dealer, investment house, voting trustee, bank, association, or other entity that exercises fiduciary power in nominee name or otherwise. "PCD Nominee Corporation" will not anymore be accepted by the Exchange as a valid entry in the list. For this purpose, the PCD shall be requested to furnish the necessary information to the respective companies to enable them to comply with the foregoing requirement. 3) Reduction of Period for Offering of IPO Shares to the Public The period within which to offer IPO shares to the public is reduced from eight (8) to five (5) trading days. 4) Process for Stock Rights Subscription Done Through PCD (as submitted by PCD) ACTIVITY ASSIGNED TO REMARKS 1. Inform PCD of PSE, Issuer & TA Upon receipt of notice from Corporate Action Issuer 2. Set-up the rights offering PCD Within one (1) business day (RO) details in the from receipt of notice FINTRACS System 3. Inform the Participants PCD Within one (1) business day via broadcast facility in from receipt of notice the PCD System (NOTES Q) of the stock rights offering and the relevant details 4. Reconcile holdings with PCD RD + 4 TA 5. Confirm the Paid Right PCD Upon reconciliation with Action (PR) TA; Confirmation of PR can not be reversed; Status of PR action will become Allotted and the Participants can see their securities accounts rights entitlement under the dummy stock code with Active status, however these Active RTS may not be traded. 6. Inform beneficial Participants owners of the RO 7. Exercise the right to Participants Participants can take up subscribe using the their rights in full or in part function EQRIGHTS based on the request of their clients until the payment date defined in the system (at least 2 days before the actual end of offer period as set by the issuer to enable PCD to summarize the actual Shares subscribed). Upon take up of rights, the status of the shares will become Take up Req. Rights shares. Shares that were not taken up will remain in the Participants' portfolios until the day before the system payment date. 8. Inform the PCD thru a Participants On or before the payment letter of the intention to date defined in the system subscribe to additional shares in case of Second The letter must include Round Offering debit authorization to PCD for the corresponding amount of the additional shares approved. For those Participants without bank accounts with EBC/RCBC, a check must be attached to the letter. 9. Debit bank account of PCD Debit of the actual bank Participants who account shall be done on the subscribed to the RO payment date set by the Issuer. Participants without bank account must deliver their checks to PCD one day before the payment date. The status of the RTS shares taken up shall become Paid Rights while the RTS shares which have not been exercised shall become expired. 10. Summarize total PCD shares being subscribed by the Participants 11. Issue check in favor of PCD At least a day prior to the Issuer/TA actual payment date/end of offer period 12. Submit duly PCD On payment date accomplished Subscription Agreement Indicate on the SuA the (SuA) together with the additional shares intended check payment to TA or to be subscribed in case of to the designated second round offering based Receiving Agent on the advices received from the Participants. Keep acknowledged copy of the SuA 13. Communicate the Issuer/TA acceptance of subscription including the additional shares subscribed 14. Advise Participants of PCD Allotment of the additional the additional shares shares approved shall be approved proportionate to their original holdings as of the RO record date 15. Adjust the number of PCD Adjustment in the number of shares subscribed by the shares must be done in the Participants to effect the CS Action additional shares 16. Debit Participants' bank PCD Deliver check to Issuer/TA accounts and issue on the required payment check in favor of date Issuer/TA corresponding to the additional shares subscribed 17. Inform PCD that the Issuer/TA Not later than 72 hours new jumbo certificate before listing date has been issued and ready for pick-up 18. Pick up Jumbo PCD At least one day before certificate listing 19. Confirm the rights One day before listing entitlement in the FINTRACS System for credit of the appropriate rights shares to the Participants' securities accounts the following business day 20. Check portfolio on Participants The credit can be used for listing date settlement provided the comments are removed. 5) Fine for Late Reply to Disclosure Request In the event that trading of securities of a company is halted pending verification or clarification of undisclosed material information and the Exchange requests for verification or clarification of the same, the Exchange must receive the Company's reply through facsimile not later than 11:00 a.m. Should the company fail to reply or should the reply fail to sufficiently clarify the material information requested by 11:00 a.m., it shall be fined the amount of Thirty Thousand Pesos (P30,000.00). Thereafter, the company shall be fined the additional amount of Ten Thousand Pesos (P10,000.00) for every thirty (30) minutes of delay. 6) Disclosure for Substantial Acquisitions & Reverse Takeovers When a listed company or its subsidiary has merged or consolidated with or otherwise acquires an interest in an unlisted company, person or group and said interest is more than twenty percent (20%) of the total book value of the listed company, the trading of the securities of the listed company shall be suspended until the terms and conditions of the transaction, details pertaining to the business or project acquired are actually disclosed and, if applicable, the latest audited financial statements of the unlisted company is submitted to the Exchange. The foregoing, however, shall not apply in cases where the listed company has merged or consolidated with or otherwise acquires an interest in its existing subsidiary(ies). (SGD.) ATTY. RUBEN L. ALMADRO Officer-in-Charge