Due Diligence of Underwriters

September 26, 1995 SEC-BED * MEMORANDUM CIRCULAR NO. 03-95 TO : All Underwriters of Securities for Public Offering SUBJECT : Due Diligence of Underwriters For the protection of the investing public and in furtherance to the full disclosure requirements imposed by the Revised Securities Act (RSA), specifically Sections 8, 9, 10, 12 and 13 thereof, the Securities and Exchange Commission hereby reiterates that all underwriters of securities, whether initial or additional offering thereof to the public, shall exercise such thorough due diligence investigations of all matters relating to the issuer and the issue as required by the above-mentioned Act, in order to insure that investors receive complete and accurate information prior to purchasing shares in the offering. The performance of due diligence, investigation by underwriters is a standard practice in the international capital market and is well known to the industry. Under Section 12 of the RSA, an underwriter may be held liable for failure to ensure that the registration statement and other documents filed in connection with an offering, do not contain any false or misleading information or for omitting to state any material fact required to be stated therein or necessary in order to make the information presented not misleading. This Memorandum Circular shall take effect immediately. For strict compliance. (SGD.) PERFECTO R. YASAY, JR. Acting Chairman