Amendment to the Revised Rules Governing the Registration and/or Listing of Securities of Corporations

February 8, 1989 SEC-BED * MEMORANDUM CIRCULAR NO. 05-89 TO : All Concerned RE : Amendment to the Revised Rules Governing the Registration and/or Listing of Securities of Corporations For the information of, and compliance by, all concerned, hereunder quoted are the amendments to subject Rules, the rest of the provisions of which shall remain unrevised: "9. Listing in the Stock Exchanges . Corporations whose securities have been duly registered under the Revised Securities Act may be allowed to list their securities in the Exchanges, provided that said application for listing shall have been duly endorsed by the Exchanges to, and approved by, the Commission." This shall take effect immediately. (SGD.) ROSARIO N. LOPEZ Chairman REVISED RULES GOVERNING THE REGISTRATION AND/OR LISTING OF SECURITIES OF CORPORATIONS In order to afford the public opportunity to determine the viability and/or competence of corporations applying for registration and/or listing of their securities, the performance of their managements and their prospects of success, the Commission, acting in the public interest and for the protection of investors and pursuant to the powers vested in it by existing laws, hereby promulgates the following rules: 1. Registration of Securities . No corporation formed for the purpose of engaging in oil or mineral exploration shall be permitted to register securities with a view to selling or offering them for sale to the public under the Revised Securities Act, until the applicant corporation, in the case of an oil exploration company or a company engaged or to engage in petroleum operations, shall have presented a duly certified subsisting service contract with the Petroleum Board and in the case of a mineral corporation, shall have satisfactorily established that it has subsisting mining lease on its properties or deed of assignment or long-term operating contract on its claims duly approved by the Secretary of Natural Resources. Notwithstanding the provision of the preceding paragraph and with prejudice to the provision of Section 5, sub-section b, or the Revised Securities Act, the Commission, upon proper application and payments of the required fees, may grant exemptions from the requirements of registration in cases where: a) there is no public offering of the shares; b) the buyers are aware of the actual condition of the issuer; and c) there is no commission, remuneration or compensation paid or given in connection with the selling or offering for sale of the securities. 2. Listing in the Stock Exchanges . Corporations whose securities have been duly registered under the Revised Securities Act may be allowed to list their securities in the Exchanges, provided that said application for listing shall have been duly endorsed by the Exchanges to and approved by, the Commission. llcd (SGD.) ROSARIO N. LOPEZ Chairman