Suspension of Registration of Securities

March 2, 2009 IN RE: SUBIC BAY GOLF AND COUNTRY CLUB, INC. FOR SUSPENSION OF REGISTRATION OF SECURITIES Attention: Ms. Hu Ho Hsiu Lien President & Chairman of the Board NOTICE OF HEARING The records on file with this Commission show the subject company's violations of SRC Rule 17 and its non-payment of the assessed penalties, detailed as follows: LLjur Violation Frequency Imposable Latest Action of of Violation Penalty the Commission 1. Late filing of 2006 2nd P65,500.00 (per The Company did not Sworn Certification April 27, 2007 appear on the hearing for on the extent of the Assessment suspension scheduled on Club's compliance with Letter) June 7, 2007, despite its Manual on Corporate receipt of Notice of Governance. Hearing. 2. Late filing of Sworn 2nd P53,500.00 (per The Company did not Certification on the March 8, 2007 appear on the hearing attendance of directors Assessment for suspension scheduled to the 2006 board Letter) on June 7, 2007, despite meetings. receipt of Notice of Hearing. 3. For engaging the services P100,000.00 (per The Company did not of an external auditor December 13, appear on the hearing for who is not accredited 2005 Assessment suspension scheduled by the Commission, Letter) on June 7, 2007, despite in violation of SEC receipt of Notice of Memorandum Circular Hearing. No. 13, Series of 2003. 4. Late filing of 2007 1st Reprimand Sent Show Cause Letter Annual Report, dated January 5, 2009. with 2006 AFS attached. 5. Late filing of 2007 1st 2nd P78,100.00 Sent Assessment Letter Quarter Report dated October 24, 2008. 6. Late filing of 2007 2nd 3rd P261,600.00 Sent Assessment Letter Quarter Report dated November 6, 2008. 7. Late filing of 2008 1st 4th Suspension Sent Show Cause Letter Quarter Report dated January 5, 2009. 8. Late filing of 2008 2nd 5th Suspension Sent Show Cause Letter Quarter Report dated January 5, 2009. 9. Late filing of 2008 3rd 6th Suspension Sent Show Cause Letter Quarter Report dated January 5, 2009. 10. Non-filing of Information 1st Reprimand Sent Show Cause Letter Statement (SEC Form dated November 6, 2008. 20-IS) for the 2008 Annual Stockholders' Meeting (which per By-laws is any day in June) 11. Failure to report on Form 1st 17-C the change of its office address. 1 The company, through its Directors and/or duly authorized officer/s, is directed to appear before Atty. Maria Lourdes S.P. Cabasug of the Mutual Funds Division of the Corporation Finance Department, 6th Floor, SEC Building, EDSA, Greenhills, Mandaluyong City, on March 13, 2009 at 2 P.M., and explain why its Registration of Securities and Permit to Sell Securities to the Public should not be SUSPENDED for the foregoing violations. The company's failure to appear at the said hearing shall be considered a waiver of its right to be heard with regard to the suspension of its Registration of Securities and Permit to Sell Securities. SO ORDERED. March 2, 2009, Mandaluyong City. (SGD.) JUSTINA F. CALLANGAN Director Footnotes 1. The Commission's Notice of Hearing dated February 13, 2009 was returned by the SEC server without being served on the company at its office address at Suite 2805, Summit Building, 530 Shaw Boulevard, Mandaluyong City, stating the reason "office already closed" for the failure of service. AaCEDS