Options for the Submission of Reports, Applications and Other Documents during the Effectivity of All Community Quarantine Imposed Due to COVID-19

June 24, 2020 CORPORATE GOVERNANCE AND FINANCE DEPARTMENT TO : Investment Companies, Registered Issuers of Proprietary and Non-Proprietary Shares/Timeshares, Public Companies, Corporate Governance Institutional Training Providers and Publicly-Listed Companies under the Supervision of the Corporate Governance and Finance Department (CGFD) SUBJECT : Options for the Submission of Reports, Applications and Other Documents during the Effectivity of All Community Quarantine Imposed Due to COVID-19 NOTICE In light of the imposition of Enhanced Community Quarantine (ECQ), Modified ECQ and General Community Quarantine (GCQ) in the National Capital Region due to the COVID-19 pandemic and the continuous need to comply with social distancing requirements and other public health measures in the receiving, processing and submission of documents, the covered companies are hereby advised to file or submit their reports, applications, requests, compliance and other documents to the Commission, through ANY of the following means: HTcADC 1. Via courier services only Printed or hard copies of documents with wet signature and proper notarization may be sent through courier or Philippine Postal Corp. using the SEC Express Nationwide Submission (SENS) facility. Number of copies Two (2) original copies must be submitted if the company opts to have a return copy. If only one copy is submitted, this shall be retained by the Information Communication Technology Department (ICTD) for barcoding and microfilming. Printed or hard copies of documents shall be deemed to have been filed on the date they were received by the courier. Such date must clearly appear in the label or packaging of the courier. The procedure is as follows: a. Log on www.secexpress.ph/sens b. Accomplish, print and sign the SENS Form , which must be enclosed with the documents to be submitted in one envelope. c. Bring the documents to the nearest courier and pay the corresponding fee. 2. Via electronic mail only Scanned copies of the printed or hard copies of documents with wet signature and proper notarization may be sent in Portable Document Format (PDF) to the CGFD and ICTD through email at the following addresses: Item Examples Addressee Documents which require payment (filing/processing fees) Registration Statement (SEC Form 12-1) Application for License to Act as Investment Company (SEC ICA Form 7-A) Information Statement (SEC Form 20-IS) Tender Offer Report (SEC Form 19-1) Request for Confidentiality Petition for Voluntary Revocation Exemptive Relief and other Requests for Exemption Request for Exemption from Speaker Accreditation on CG Trainings Request for approval of In-house CG Trainings Application for Accreditation as Corporate Governance Institutional Training Provider (ITP) Application for Renewal of Accreditation as CG-ITP CGFD Account ( [emailprotected] ) Documents which do not require payment (filing/processing fees) Annual Report (SEC Form 17-A) Quarterly Report (SEC Form 17-Q) Current Report (SEC Form 17-C) Monthly Sales and Redemption Report of Investment Companies Beneficial Ownership Reports (SEC Form 18-A or 18-AS and SEC Form 23-A/23-B) ITP's Advance Report of CG Trainings (without request for exemption from speaker accreditation) Completion Reports (of CG-ITPs) Integrated Annual Corporate Governance Report (I-ACGR) Material Related Party Transactions Policy Manual on Corporate Governance for Public Companies and Registered Issuers Advisement Report on Material Related Party Transactions Corporate Secretary's Certificate and Compliance Officer's Certificate Company's letter-reply to/compliance with the Department's letters and orders Reply to show cause/comment/advisement letter Other requests or correspondence ICTD Account [emailprotected] and copy-furnish: CGFD Account [emailprotected] Unless otherwise required by the Commission, the submission of documents through email shall constitute full and official submission such that the covered company shall no longer be required to file the hard copies, provided all the requirements for each type of document are complied with. CAIHTE I. For Documents Requiring Notarization a. A scanned copy of the document duly notarized and containing the necessary physical/wet signatures without the need of a notarized certification; and b. Filing fee, if applicable. Examples : Annual Report (SEC Form 17-A) including Statement of Management's Responsibility; Current Report (SEC Form 17-C) for the Notice of Postponement; Registration Statement (SEC Form 12-1) Compliance Officer's Certificate and I-ACGR II. For Documents Not Requiring Notarization a. A scanned copy of the document containing the necessary physical/wet signatures; b. Notarized certification; and c. Filing fee, if applicable. Examples : Quarterly Report (SEC Form 17-Q), Reply to show cause/comment/advisement letter Format The format of the subject head shall be: COMPLETE NAME OF THE COMPANY_TYPE OF DOCUMENT_DATE. The date shall refer to the date of filing ( Example: ABC Corporation_SEC Form 17-C_17June2020 ). Covered companies that will submit via email must send one report at a time per company for ease of monitoring. Notarized Certification This refers to the sworn certification of the person who prepared the report or document on behalf of the covered company that the information contained therein is true and correct . This certification must be attached to the same email together with the subject document to be filed. The "person" referred to in this Notice is the director, officer or someone who is duly authorized by the company to file the document. All covered companies are advised to use the attached template for the required Notarized Certification. Payment of Filing Fee Documents such as Registration Statement (SEC Form 12-1), Application for License to Act as Investment Company (SEC ICA Form 7-A), Information Statement (SEC Form 20-IS), Tender Offer Report (SEC Form 19-1) and other requests that needs pre-evaluation and/or subject to processing fees, if filed online, shall only be considered officially received and complete upon payment of the filing fee. A covered company may request for, and be issued, electronic copies of the Payment Assessment Form (PAF) by sending a request therefor via email to [emailprotected] . Date of Filing Except for documents that need pre-evaluation and are subject to processing fees, the scanned notarized documents shall be deemed to have been filed on the date the email was sent to the CGFD account only or to the ICTD account with copy furnished to CGFD account, as the case may be, during working days. Documents filed on a holiday or beyond 5:00PM on a working day shall be considered filed on the next business day. 3. Via courier services AND electronic mail A covered company may file printed/hard copies of documents through a courier of their choice or the post office by accomplishing the SENS Form (Option 1) and , at the same time, furnish the CGFD with a scanned copy of the documents with or without payment through email at [emailprotected] (Option 2) . aScITE In this case, documents shall be deemed to have been filed on the date they were received by the courier. The scanned copy emailed to the CGFD shall serve as notification only for the submission of the document. The document filed through courier or mail shall be considered as the official submission. Please be informed that the modes of submission provided under items (1) and (5) of the previous notice issued by the CGFD on 08 June 2020 shall not be strictly applied to the covered entities enumerated above. Therefore, any of the three options in this Notice may also be availed of by the company. However, covered companies can choose only one mode of filing in submitting their reports, applications and other documents. For ease of reference, the link to the previous notice is provided below: http://www.sec.gov.ph/wpcontent/uploads/2020/06/2020NOTICE_CGFD_INVESTMENT-COMPANIES-REGISTERED-ISSUERS.pdf All inquiries pertaining to CGFD matters and application/s shall be sent via email ( [emailprotected] ). You can also reach the CGFD at telephone numbers 8818-5476 and 8818-5952. This Notice shall take effect beginning 24 June 2020 and shall be followed until further notice. Please be guided accordingly. ATTACHMENT Certification