New Procedures for Filing of Annual Financial Statements

August 1, 2008 SEC MEMORANDUM CIRCULAR NO. 07-08 TO : All Concerned Corporations SUBJECT : New Procedures for Filing of Annual Financial Statements The Commission has observed that, during the past years, the filing of the annual financial statements (FS) at its head office in Mandaluyong City had been done either close to the last day or the deadline itself. AcIaST The rush of "deadline filers" often caused near pandemonium in the premises that compromised the safety of the filers, the Commission's personnel and government properties. To prevent a recurrence of these incidents and make the filing of FS more orderly, the Commission, pursuant to its authority under the Corporation Code and Securities Regulation Code, resolved in its meeting on July 31, 2008, to adopt the following measures in the filing of the FS of companies whose fiscal year ends on December 31, 2008 : 1. All corporations, including branch offices, representative offices, regional headquarters and regional operating headquarters of foreign corporations, that file their FS at the Commission's head office shall, depending on the last numerical digit of their SEC registration or license number, be governed by the following schedule in 2009: April 20, 21, 22, 23, 24 : "1", "2", "3" April 27, 28, 29, 30 : "4" and "5" May 4, 5, 6, 7, 8 : "6", "7", "8" May 11, 12, 13, 14 : "9" and "0" 2. Corporations whose fiscal year ends on a date other than December 31, 2008 shall comply with their original filing schedule; 3. Prior to April 20, 2009, all corporations may file their FS regardless of the last numerical digit of their registration or license number; 4. Late filings shall be accepted starting May 15 and shall be subject to the prescribed penalties which shall be computed from the date of the last day of the filing schedule stated in paragraph 1; 5. Any filing made before or after the scheduled dates shall not be accepted unless covered by paragraphs 3 and 4 above; SaCDTA 6. Requests for extension of time to file the FS or notifications of inability to file SEC Form 17-A under paragraph 1 (F) of SRC Rule 17.1 shall likewise not be accepted; 7. Except for the foregoing changes, (a) all the rules on the preparation and submission of the FS, such as, but not limited to, proof of filing of the FS with the Bureau of Internal Revenue or any of its authorized agent banks, and registration of the corporation's auditor with the Board of Accountancy shall continue to be in effect; and (b) the existing period for the filing by listed companies of their FS at the Philippine Stock Exchange, i.e. , 105 days after the end of the fiscal year, shall remain unchanged; and 8. All FS that meet the basic acceptance criteria shall be received subject to the Commission's review of its form and contents. Any deficiency in the filing or deviation from prescribed accounting and audit standards that may be found during the review shall subject the company concerned, its officers and auditors to appropriate penalties for violation of SRC Rule 68 and other applicable rules and regulations. All other circulars, memoranda and implementing rules and regulations that may be inconsistent with the foregoing provisions shall be deemed modified or amended accordingly. This Memorandum Circular shall be published in two newspapers of general circulation. IaHCAD Mandaluyong City, Metro Manila, Philippines. For the Commission: (SGD.) FE B. BARIN Chairperson