In the Matter of Centro Escolar University

March 13, 2006 SEC CED CASE NO. 04-2816 IN THE MATTER OF CENTRO ESCOLAR UNIVERSITY ASIASEC EQUITIES, INC. AND ATTY. CHRISTINE BASE , respondents . ORDER Before this Commission is the proposed Settlement Offer of (i) Asiasec Equities, Inc., ("Asiasec", for brevity) relative to its violation of Section 24 of the Securities Regulation Code and its Implementing Rules and Regulations, more particularly Rule 24.1 (b)-1, 52.1-6, 52.1-7, 30.2-6 and 28.1-4B and (ii) Atty. Christine Base, in connection with her violations of the Implementing Rules and Regulations of the Securities Regulation Code, more particularly Rule 30.2-6 and 28.1-4B, in connection with the investigation of the trading transactions of CENTRO ESCOLAR UNIVERSITY ("CEU", for brevity) shares that occurred on November to December 2002, which was conducted by the Compliance and Enforcement Department ("CED", for brevity). Respondent Asiasec and Atty. Base offer of settlement, which was made during investigation, and even before a Petition for Institution of Administrative Proceedings could be filed against it, is being made pursuant to Section 55 of the Securities Regulation Code, to wit: "Section 55. Settlement Offers. 55.1. At any time, during an investigation or proceeding under this Code, parties being investigated and/or charged may propose in writing an offer of settlement with the Commission. 55.2. Upon receipt of such offer of settlement, the Commission may consider the offer based on timing, the nature of the investigation or proceeding, and the public interest. 55.3. The Commission may only agree to a settlement offer based on its findings that such settlement is in the public interest. Any agreement to settle shall have no legal effect until publicly disclosed. Such decision may be made without a determination of guilt on the part of the person making the offer. HEIcDT xxx xxx xxx On August 24, 2005, Mr. Leoncio Lim, President of Asiasec and for and in behalf of Asiasec and its Compliance Officer/Associated Person, Atty. Christine Base, formally submitted a revised offer of settlement to the CED without admission of any guilt or liability and desirous of putting this matter to a close, in the amount of PESOS: TWO HUNDRED TWENTY FOUR THOUSAND (Php224,000.00) in full and complete satisfaction of any and all possible liabilities of Asiasec and Atty. Christine Base for acts and transactions performed by them relative to subject case. After a thorough and careful consideration of the facts and attendant circumstances in this case, the CED is of the view that the proposed Settlement Offer is a just, reasonable, and sufficient penalty to be imposed on Asiasec and Atty. Christine Base, and should therefore be accepted by the Commission. The CED's recommendation is based under the following considerations: 1) The magnitude and probable involvement and participation of Asiasec and Atty. Base does not appear to be of such gravity to merit a rejection of the offer. Their participation in the commission of the violations is minimal, the stockbroker merely executed the order of its client, Standard Insurance Co., Inc.; 2) the settlement offer was timely and seasonably made; 3) the acceptance of the settlement offer will not detract from or diminish the seriousness of the offense; 4) the acceptance of the settlement offer would achieve the same results, as when the case was to go to a long and protracted trial; 5) the acceptance of the settlement offer would bring the case to a successful conclusion, without much toll on the Commission's time and resources; and 6) overall, the acceptance of the settlement is in the public interest. Finding the recommendation of the CED to be meritorious, and in view of the public interest that would be served, the Commission has accepted the Settlement Offer of Asiasec for its violations of Section 24.1 of the Securities Regulation Code and its Implementing Rules and Regulations, more particularly Rule 24.1 (b)-1, 52.1-6, 52.1-7, 30.2-6 and 28.1-4B and Atty. Christine Base for her violation of the Implementing Rules and Regulations of the Securities Regulation Code, more particularly Rule 30.2-6 and 28.1-4B, in the amount of PESOS: TWO HUNDRED TWENTY FOUR THOUSAND (Php224,000.00), in full settlement and satisfaction of any and all possible liabilities including those that may arise from acts and transactions relating thereto. On September 13, 2005, the recommendation of the CED for approval of the settlement offer was duly confirmed by the Commission En Banc during its meeting. On September 14, 2005, the CED informed Asiasec and Atty. Christine Base that the settlement offer it earlier proposed was duly confirmed by the Commission En Banc during its meeting on September 13, 2005. On September 13, 2005, the amount of PESOS: TWO HUNDRED TWENTY FOUR THOUSAND (Php224,000.00) was paid by Asiasec and Atty. Christine Base as evidenced by Official Receipt No. 5301986. AaDSTH Considering that in the show cause letter dated October 25, 2005 Asiasec has been duly inform that its Compliance Officer/Associated Person should be employed full time and that she cannot perform other duties without the Commission's approval, Asiasec was directed to find a replacement for its Compliance Officer/Associated Person, Atty. Christine Base. On February 27, 2006, Asiasec through its President Leoncio C. Lim informed the Commission of the name of their Associated Person in the person of Ms. Monica Eleazar. WHEREFORE, premises considered, the case as against Asiasec Equities Inc., and Atty. Christine Base, is hereby ordered CLOSED and TERMINATED. Asiasec and Atty. Christine Base are hereby directed to strictly abide by the provisions of the Securities Regulation Code and other related laws being administered by the Commission, and forewarned that any future violations of similar nature shall be dealt with more severely. SO ORDERED. City of Mandaluyong, Metro Manila. March 13, 2006. By Authority of the Commission: (SGD.) HUBERT B. GUEVARA Director