In the Matter of City Resources (Phils.) Corporation

May 31, 2004 SEC-CFD ORDER NO. 079-04 IN THE MATTER OF CITY RESOURCES (PHILS.) CORPORATION FOR : Violation of the Securities Regulation C od e (S R C) and its Implementing R ule s and Regulations (R.A.8799) ORDER OF SUSPENSION Records show that CITY RESOURCES CORPORATION has continuously failed to comply with its reporting obligations under the SRC and the Implementing Rules and Regulations, to wit: a) Failure to designate and disclose the name/s of its independent director/s, in violation of Section 38 of the Securities Regulation Code and SRC Rule 17 (2) (c) [(now, SRC Rule 17.1 (1) (A) (iii)]; b) Failure to submit a duly accomplished 2002 Annual Report (SEC Form 17-A) and to pay the penalty therefor in the amount of P100,000.00; c) Failure to submit its current report (SEC Form 17-C) on the postponement or non-holding of its 2003 annual stockholders' meeting and to pay the penalty therefore in the amount of P50,000.00. At the hearing held on January 14, 2004, the company's Corporate Secretary, Atty. Enrique I. Quiason, appeared to explain that the corporation's operation remains suspended. Trading of its stocks at the Philippine Stock Exchange (PSE) is also suspended. DCcIaE This explanation was formalized in a letter to the Commission dated January 20, 2004. The corporation's new board has not been reorganized and no independent directors have been appointed. The corporation intends to revive its operations and ask for the lifting of the suspension of the trading of its shares, but the condition of the stock market and the economy are not conducive to any capital market transaction. Thus, the manifestation that the corporation intends to comply with the requirements of the Code once it starts its operation. Unfortunately, after the said hearing and formal manifestation made by the company's Corporate Secretary, the corporation has failed to comply with its reporting requirements. In view thereof, the Commission in its meeting held on May 27, 2004, resolved to SUSPEND the effectivity of the Registration of Securities and Permit to Sell Securities to the Public issued to CITY RESOURCES (PHILS.) CORPORATION, in accordance with Section 54 of the Securities Regulation Code. This said Suspension shall be effective until the reporting requirements are complied with and the assessed penalties are settled. Let this Order be published in a newspaper of general circulation in the Philippines or on the Commission's web page. SO ORDERED. EDSA, Mandaluyong City, Metro Manila. May 31, 2004. (SGD.) JUSTINA F. CALLANGAN Director