In the Matter of Green Square Properties Corporation

November 13, 2007 SEC CED IN THE MATTER OF GREEN SQUARE PROPERTIES CORPORATION ORDER Before this Commission is the request for reduction of the total reassessed penalties imposed against Green Square Properties Corporation (Green Square) for failure to file the following reportorial requirements in violation of Securities Regulation Code (SRC) Rules 17 and 20: DcTaEH SEC Form 11-A (Annual Report) 1999 and 2000 SEC Form 11-Q (1999) 2nd and 3rd Quarter SEC Form 17-A (Annual Report) 2001-2003 SEC Form 17-IS (Information Statement) 2000-2004 SEC Form 17-Q (2000-2003) 1st, 2nd and 3rd Quarter (2004) 1st and 2nd Quarter In a letter dated 16 October 2007, Green Square, through its Chairman and President, Atty. Romeo G. Roxas, formally requested the Compliance and Enforcement Department (CED) to grant the corporation a fifteen percent (15%) or FOUR HUNDRED FOURTEEN THOUSAND THREE HUNDRED FIFTEEN PESOS (PHP414,315.00) reduction of the total reassessed value of the penalties in the amount of TWO MILLION SEVEN HUNDRED SIXTY TWO THOUSAND ONE HUNDRED PESOS (PHP2,762,100.00) imposed by the Commission against Green Square. Attached with the said letter is a Secretary's Certificate dated 17 October 2007, stating that at the Special Meeting of the Board of Directors of Green Square held on 10 October 2007 at its principal office, the following resolution was passed and approved: "RESOLVED AS IT IS HEREBY RESOLVED, that the President and Chairman of the Board, ATTY. ROMEO G. ROXAS, be authorized to settle and pay the full amount of penalties imposed by the Securities and Exchange Commission for failure to submit reportorial requirements relative to the company's public listing; RESOLVED FURTHER, that ATTY. ROMEO G. ROXAS, be authorized to execute, sign and deliver any and all documents necessary to the said settlement." Green square's offer of settlement in the amount of TWO MILLION THREE HUNDRED FORTY SEVEN THOUSAND SEVEN HUNDRED EIGHTY FIVE PESOS (PHP2,347,785.00), 1 which was made before the proceeding was concluded, is being made pursuant to Section 55 of the SRC, to wit: Sec. 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 the determination of guilt on the part of the person making the offer. 55.4 The Commission shall adopt rules and procedures governing the filing, review, withdrawal, form of rejection and acceptance of such offers. After a thorough and careful consideration of the facts and other circumstances attendant to this case, the CED is of the view that the proposed offer of settlement is just, reasonable and sufficient penalty for the violation committed and it is therefore proper for the Commission to accept such offer. Such acceptance, however, is without prejudice to the submission of the reportorial requirements as indicated in CED's letter to Green square dated 1 October 2007, and if warranted, to the imposition of additional penalties for other violations that may be identified later on. The CED, in giving a favorable recommendation, took into consideration the following factors, namely: 1. The proposed amount is eighty five percent (85%) of the total reassessed penalty, which is considerably greater than the fifteen (15%) minimum acceptable offer under Rule V Art. 2 (b) of SEC Circular No. 4 Series of 2001; 2. The settlement offer was timely and seasonably made; 3. The acceptance of the settlement offer would bring the case to a successful conclusion, without much toll on this Commission's time and resources; and 4. Overall, the settlement is in the public interest. Finding the recommendation of the CED meritorious, and in view of the public interest being served, this Commission has accepted the Settlement Offer of Green square in the amount of TWO MILLION THREE HUNDRED FORTY SEVEN THOUSAND SEVEN HUNDRED EIGHTY FIVE PESOS (PHP2,347,785.00), in full settlement and compliance of the reassessed penalty for its violation of SRC Rules 17 and 20. Consequently, on 6 November 2007, Green square paid the amount of PHP2,347,785.00 as evidenced by Official Receipt No. 0112262. ADEacC Wherefore, premises considered, the payment tendered by Green square is hereby accepted, without prejudice to the submission of the documents required, and if so warranted, to the imposition of additional penalty for other violations that may be identified in the future. SO ORDERED. Mandaluyong City, November 13, 2007. (SGD.) ATTY. HUBERT B. GUEVARA Director Footnotes 1. PHP2,762,100.00 PHP414,315.00 (15% of 2,762,100.00).