Rules Requiring Attendance of SEC Representative in Press Conferences or Interviews Given by Listed Companies
SEC Rules and Regulations • Securities and Exchange Commission • Rules and Regulations • Apr 17, 1974
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April 17, 1974 RULES REQUIRING ATTENDANCE OF SEC REPRESENTATIVE IN PRESS CONFERENCES OR INTERVIEWS GIVEN BY LISTED COMPANIES In the interest and for the protection of investors, the Commission, pursuant to the powers vested in it under existing laws, particularly the Securities Act and Republic Act No. 1143, hereby promulgates the following rules: SECTION 1. In no case shall any corporation whose securities are listed and traded in any stock exchange hold, conduct or give any press conference or interview with media representatives which discloses anything concerning its condition, affairs or activities, or any contract, negotiation, plan, project or proposal of interest to investors and which may affect the price of its securities, without the attendance of a SEC official or representative. SECTION 2. Should the SEC be unable to send a representative to the conference or interview or the or the one designated for some valid cause or reason, cannot attend the same, the corporation shall see to it that written transcripts or notes of the material matters taken up at the conference or interview, duly signed and certified in behalf of the corporation by the person presiding at the conference or interview, are filed immediately with the SEC. SECTION 3. The violation of any provision of these rules shall be punished by fine in such sum as the SEC may impose under R.A. No. 1143, or in serious cases, by suspension or revocation of the registration and/or permit to sell securities of the corporation. LexLib SECTION 4. These rules shall take effect immediately after publication in the Official Gazette and in two newspapers of general circulation. (SGD.) ARCADIO E. YABYABIN Securities and Exchange Commissioner APPROVED: April 18, 1973 (SGD.) TROADIO T. QUIAZON, JR. Secretary of Trade ATTACHMENT 1 SEC Form RSA 1 (Revised 1982) Republic of the Philippines Ministry of Finance SECURITIES AND EXCHANGE COMMISSION SEC Bldg., EDSA, Mandaluyong Metro Manila REGISTRATION STATEMENT OF _____________________________________ (Name of Issuer) For the purpose of registering the securities of the above-named issuer, we the undersigned, _______________ of legal age acting for and in behalf of the issuer thereof, after being duly sworn according to law, submit the foregoing documents which shall form part of this registration statement and state that: cdll 1. The name of the issuer is _____________________________________ (State name of issuer) _______________________________________________________ also known as __________________________________________________________________ (Business name/style) a corporation/partnership/single proprietorship, etc., duly registered on __________________ under the laws of __________________________ (Date of Registration) (State Country or) ___________________________________________________________________ State of Incorporation or Registration 2. The principal business office of the issuer is at _____________________ (Number) __________________________________________________________________ Street City Municipality Province Country __________________________________________________________________ (If issuer is non-resident or its principal business office is outside the Philippines, __________________________________________________________________ state the name and address of its agents in the Philippines authorized to receive notice.) 3. The names and addresses of the directors (if the issuer is a corporation, association, trust or other similar entity), the chief executive officer, the chief operating officer, the chief financial officer and the chief accounting officer, the comptroller or persons performing similar functions are: NAMES POSITION ADDRESSES __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ __________________ If the issuer is a partnership, the names and addresses of the partners are: NAMES ADDRESSES _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ If the issuer is an individual, the name and address of the issuer is _______________________________________ (State name and address) If the business is yet to be formed, the names and addresses of the promoters are: NAMES ADDRESSES _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ 4. The names and addresses of the underwriters, if any are: NAMES ADDRESSES _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ _____________________ ____________________________________________ 5. The general character of the business of the issuer is ____________________________________________________________________ (State whether transacted or yet to be transacted) ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ A. The issuer is ____________________________________________________ (State whether the issuer is a parent, ____________________________________________________________________ holding, subsidiary, or affiliate or sister company of whom) ____________________________________________________________________ B. The financial structure of the issuer, including identities of all companies controlling, controlled by or commonly controlled with the issuer are: Issuer : Total Assets (current) __________ (Long term) __________ : Total Liabilities (current) __________ (Long term) __________ Accounts Payables __________ Notes Payables __________ Deferred Credits __________ Trade Payables __________ : Stockholders'/; __________ Partners' Equity __________ Companies Controlling : Total Assets (current) __________ (long term) __________ : Total Liabilities (current) __________ (long term) __________ : Stockholders'/ Partners' Equity __________ Companies Controlled : Total Assets (current) __________ by Issuer (Subsidiary) (long term) __________ : Total Liabilities (current) __________ (long term) __________ : Stockholders'/ Partners' Equity __________ Companies commonly : Total Assets (current) __________ Controlled with Issuer (long term) __________ (Sister/Affiliate) : Total Liabilities (current) __________ (long term) __________ : Stockholders'/ Partners' Equity __________ 6. The names and addresses of all persons, if any, owning of record or beneficially, more than ten (10%) percentum in the aggregate of the outstanding stock of the issuer as of a date within twenty days prior to the filing of the registration statement are: NAMES ADDRESSES _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ 7. The amount of securities of the issuer held by any person specified in items 3, 4 and 6 above as of a date within twenty days prior to the filing of the registration statement, and if possible, as of one year prior thereto, and the amount of the securities for which the registration statement is filed, to which such persons have indicated their intention to subscribe: Amount of Securities Amount of Securities Amount of Held as of Held one year Securities of NAMES 20 days prior prior to be subscribed ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ 8. The capitalization of the issuer is as follows: (a) Capital Stock 1. Authorized : ____________________ 2. Outstanding : ____________________ 3. Paid-Up : ____________________ (b) Number and classes of shares in which the capital stock is divided: ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ (c) The par value/assigned or stated value of the share is ____________________________________________________________________ ____________________________________________________________________ (d) Description of the respective voting rights, preferences, conversion and exchange rights, rights to dividends, profits, or capital of each class, with respect to each other class, including the retirement and liquidation rights or value thereof cdll ____________________________________________________________________ ____________________________________________________________________ ____________________________________________________________________ (e) The capitalization of all companies controlling the issuer: (Parent Companies) Company Authorized Outstanding Paid-up Capital Stock ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ (f) The capitalization of all companies controlled by the issuer: (Subsidiaries) Company Authorized Outstanding Paid-up Capital Stock ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ (g) The capitalization of all companies commonly controlled with the issuer: (affiliate or sister companies) Company Authorized Outstanding Paid-up Capital Stock ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ 9. The outstanding securities, if any, covered by options are: ____________________________________________________________________ ____________________________________________________________________ The securities to be offered, if any, covered by options are: ____________________________________________________________________ ____________________________________________________________________ The names, addresses of persons, if any, to be allotted more than ten (10%) percentum in the aggregate of such options: No. of Share of Names Address Shares Value Such Option ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ ___________ 10. The amount of capital stock of each class issued or included in the shares of stock to be offered is: Class No. of Shares Total Par/Issued Value _________________________________________ P ___________________ _________________________________________ P ___________________ _________________________________________ P ___________________ 11. The amount of the bonded indebtedness outstanding and to be created by the security to be offered, with a brief statement of the date, maturity and character of such debt, rate of interest, character or amortization provisions, other important terms and conditions thereof and the security (collateral), if any, therefor. If substitution of any security is permissible, a summarized statement of the conditions under which such substitution is permitted. If substitution is permissible without notice, a specific statement to that effect. _____________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ 12. The specific purposes for which the security to be offered are _____________________________ ______________________________________________________________________________________ (State purposes in detail and approximate amounts to be devoted to such purposes) ______________________________________________________________________________________ ______________________________________________________________________________________ (State if the funds are to be raised in part from other sources and, in the affirmative ______________________________________________________________________________________ case, state the amounts thereof and their sources) ______________________________________________________________________________________ 13. The remuneration, paid or estimated to be paid by the issuer or its predecessor, directly or indirectly during the past year and the ensuing year to the directors or persons performing similar functions and its officers and other persons is as follows: a) To the directors and persons performing similar functions: During the past year P ______________________________________ (State amount actually paid) During the ensuing year P ____________________________________ (State amount estimated to be paid) b) To its officers and other persons: During the past year P ______________________________________ (State amount actually paid) During the ensuing year P ___________________________________ (State amount estimated to be paid) Of the issuer's directors or persons performing similar functions and its officers or other persons referred to in this paragraph the gross remuneration of the following exceeded or is estimated to exceed P60,000.00 are: NAMES Designation Amount ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ 14. The amount of the issue of the security to be offered is ____________________________________________________________________ (State the total amount) 15. The estimated net proceeds to be derived from the security to be offered is P _____________________________________________________________________ (State the total amount and basis of such estimate) 16. The price at which the security is to be sold is P ___________________ ____________________________________________________________________ (State unit price) a) The method by which such price is computed and any variation therefrom at which any portion of such security is proposed to be offered to persons or classes of persons, other than the underwriters, naming them or specifying the class: ______________________________________________________________________________________ ______________________________________________________________________________________ ______________________________________________________________________________________ (A variation in price may be proposed prior to the date of the public offering of the security by filing an amended registration statement). 17. The maximum amount of all commissions or discounts paid or to be paid, directly or indirectly, by the issuer to underwriters in respect of the sale of the security to be offered is ____________________________________________________________________ (State amount of commission or other form or remuneration) (For purposes of this item, commissions shall include all cash securities, contracts, or anything of value, paid, to be set aside, or disposed of, or understanding with or for the benefit of any other person in which any underwriter is interested, made in connection with the sale of such security. A commission paid or to be paid in connection with the sale of such security by a person in which the issuer has an interest or which is controlled by, or under common control with, the issuer shall be deemed to have been paid by the issuer. Where any such commission is paid, the amount of such commission paid to each underwriter shall be stated.) cdll 18. The amount or estimated amounts, itemized in reasonable detail, of expenses other than commission specified in the next proceeding paragraph, incurred or to be incurred by or for the account of the issuer in connection with the sale of the security to be offered are: Legal expenses _______________________________________________________ (State amount and whether incurred or to be borne) Engineering expenses __________________________________________________ (State amount and whether incurred or to be borne) Certification expenses P ________________________________________________ (State amount and whether incurred or to be borne) Authentication expenses P ______________________________________________ (State amount and whether incurred or to be borne) Other expenses P ____________________________________________________ (State nature of each) 19. The net proceeds derived from any securities offering by the issuer during the two years preceding the filing of the registration statement, the price or average price at which such security was offered to the public, and the names of the principal underwriters of such security are: Number Unit Price or Total Date Initia Principal Security Shares Average Price Proceeds lly offered Underwriters __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ __________ 20. Amount paid within two years preceding the filing of the registration statement or intended to be paid to any promoter and the consideration for any such payment. Amount Date of Payment Payee/Promoter Consideration of Payment ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ 21. The names and addresses of the vendors and the purchase price of any property or goodwill, acquired or to be acquired, not in the ordinary course of business which is to be defrayed in whole or in part from the proceeds of the sale of the security to be offered, the amount of any commission payable to any person in connection with such acquisition, and the name or names of such person/s, together with any expense incurred or to be incurred in connection with such acquisition, including the cost of borrowing money to finance such acquisition are: Name of Vendor: _____________________________________________________ Address: ___________________________________________________________ Purchase Price: ______________________________________________________ Property/Goodwill acquired/to be acquired: _________________________________ Amount of commission paid/to be paid: ____________________________________ To whom commission paid/to be paid: _____________________________________ Expenses incurred/to be incurred: _________________________________________ (Including cost of borrowing money to finance such acquisition) Repeat this item if there is more than one such vendor) 22. Full particulars of the nature and extent of the interest, if any, of every director, principal executive officers, and of every stockholder holding more than ten (10%) percentum (principal stockholders) in the aggregate of the stock of the issuer, in any property acquired, not in the ordinary course of business of the issuer, within two years preceding the filing of the registration statement or proposed to be acquired at such date: _____________________ ____________________________________________________________________ 23. The names and addresses of independent counsel/s who have passed on the legality of the issue are: NAME COUNSEL/S ADDRESSES _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ _________________________________ 24. Dates of and parties to, and the general effect (concisely stated) of every material contract made, not in the ordinary course of business, which contract is to be executed in whole or in part at or after the filing of the registration statement of which has been executed not more than two years before such filing: DATE PARTIES CONTRACT GENERAL EFFECT ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ ________________ (Any management contract or contract providing for special bonuses or profit-sharing arrangements, and every material patent or copyright or contract for a material patent/copyright or similar right, and every contract providing for the giving or receiving of technical or financial advice or service shall be deemed a material contract. Likewise, any contract, whether or not made in the ordinary course of business with any stockholder, whether a natural or juridical person, owning more than ten (10%) percentum of the shares of the issuer shall be deemed a material contract for this purpose.) 25. Any other material fact the omission of which will render the foregoing material facts or any other part of the registration statement misleading. We are aware that we could be held personally liable under the Revised Securities Act, particularly Section 12 thereof, for a misrepresentation or omission of a material fact in an registration statement. 26. The following documents in support of this registration statement are hereto attached (Five copies each) a) Copies of the security for the registration of which application is made. (Samples of stock certificates, bond, notes, etc.) b) Copies of any circular, prospectus, advertisement, letter, or communication to be used for the public offering of the security. c) Copies of any agreement or agreements or, if identical agreements are used, the forms thereof made with any underwriter, including all contracts and agreements referred to in Item 17 hereof. d) Balance Sheet as of a date not more than 90 days prior to the date of the filing of the registration statement showing all the assets of the issuer, the nature and cost thereof, whenever determinable with intangible items segregated, including any loan to or from any officer, director, stockholder or person directly or indirectly controlling or controlled by the issuer, or person under direct or indirect common control with the issuer. In the event any such assets consist of shares of stock in other companies, the balance sheet and profit and loss statements of such companies for the past three years shall likewise be enclosed. All the liabilities of the issuer, including surplus of the issuer, showing how and from what sources such surplus was created, all as of a date not more than 90 days prior to the filing of the registration statement. (If such statement is not certified by an independent CPA, in addition to the balance sheet required to be submitted under this schedule, a similar detailed balance sheet of the assets and liabilities of the issuer, certified by an independent CPA, as of a date not more than one year prior to the filing of the registration statement, shall be submitted.) e) Profit and loss statement of the issuer showing earnings and income, the nature and source thereof, and the expenses and fixed charges for the latest fiscal year for which such statement is available and for the two preceding fiscal years, year by year, or, if such issuer has been in actual business for less than three years, then for such time as the issuer has been in actual business, year by year. (If the date of the filing of the registration statement is more than six (6) months after the close of the last fiscal year, a statement from such closing date to the latest practicable date.) Such statement shall show what the practice of the issuer has been during the three (3) years or lesser period as to the character of the charges, dividends or other distributions made against its various surplus accounts, and as to depreciation, depletion, and maintenance charges, and if stock dividends or availments from the sale of rights have been credited to income, they shall be shown separately with the statement of the basis upon which credit is computed. Such statement shall also differentiate between recurring and non-recurring income and between any investment and operating income. Such statement shall be certified by an independent CPA. f) A statement of all liabilities of the issuer to companies controlling it or controlled by it stating in full detail as to the use of the proceeds thereof, the maturity and repayment schedule, nature of security thereof, the rate of interest and other terms and conditions thereof. If the proceeds, or any part of the proceeds of the security to be issued is to be applied directly or indirectly to the purchase of any business, a profit and loss statement of such business, certified by an independent CPA, meeting the requirements of item 26(a) hereof for the three preceding fiscal years, together with a balance sheet, similarly certified, of such business, meeting the requirements of item 26(d) hereof of a date not more than ninety (90) days prior to the filing of the registration statement or at the date such business was acquired by the issuer if more than ninety (90) days prior to the filing of the registration statement. g) A detailed statement showing the items of cash, property, services, patents, goodwill, and any other consideration for which securities have been or are to be issued in payment. h) A statement of the amount of cash to be paid ad promotion fees or of capital stock which is to be set aside and disposed of as promotion stock and all stock issued from time to time as promotion stock. i) If the issuer is engaged in the business of developing, exploiting or operating mineral claims, a sworn statement of (1) a geologist stating the ore possibilities of the mine and such other information in connection therewith as will show the quality of the ore in such claims, and (2) a mining engineer stating the unit cost of extracting such mineral. j) Where the issuer or registrant is not formed, organized and existing under the laws of the Philippines or is not domiciled in the Philippines, a written power of attorney, certified and authenticated in accordance with law, designating some individual person, who must be a resident of the Philippines, on whom any summons and other legal process may be served in all actions or other legal proceedings against him, and consenting that service upon such resident agent shall be admitted as valid and proper service upon the issuer or registrant, and if at any time service cannot be made upon such resident agent, service shall be made upon the Commission. k) Copies of the opinion or opinions of independent counsel in respect to the legality of the issue. l) Copies of all material contracts referred to in item 24 hereof. (But not disclosure shall be required by the Commission of any portion of any such contract if the disclosure of such portion would impair the value of the contract and would not be necessary for the protection of the investors.) m) Unless previously filed and registered with the Commission and brought up to date: 1. Copies of its articles or incorporation with all amendments thereof and its existing by-laws or instruments corresponding thereto, whatever the name, if the issuer be a corporation. 2. Copies of all instruments by which the trust is created or declared and in which it is accepted and acknowledge, if the issuer is a trust. 3. Copies of its articles of partnership or association and all the papers pertaining to its organization, if the issuer is a partnership, unincorporated. n) Copies of the underlying agreements or indentures affecting any stock, bonds, or debentures offered to be offered by the issuer and outstanding on the part of companies controlling or controlled by the issuer. o) The written consent of the expert named as having certified any part of the registration statement or any document used in connection therewith. (e.g., internal auditor, external auditor, geologist, mining engineer, real estate appraiser, etc. p) Photographs of the signatories to this registration statement taken not more than 30 days prior to the filing of this registration statement. q) Specimen signatures of the signatories to this registration statement executed not more than 30 days prior to the filing of this registration statement. r) Passport data for the officers mentioned in item number 3 above re travel restrictions against the signatories. s) Copies of the Board Resolution authorizing the registration of applicant's securities. t) Curriculum vitae of the officers and members of the board of directors. u) Work Program and Feasibility Study. v) Affidavit of Publication of Notice and Order. w) Copy of BOI Certificate (in case of BOI-registered companies); x) Any other document the omission of which will render the foregoing material facts or any other part of the registration statement misleading. _________________ Issuer By: BOARD OF DIRECTORS (If the issuer is a corporation) _______________________ _______________________ Chairman of the Board Principal Operating Officer _______________________ _______________________ Member Principal Executive Officer _______________________ _______________________ Member Principal Financial Officer _______________________ _______________________ Member Comptroller ______________________ Member SUBSCRIBED AND SWORN to before me this _____ day of _____, 19___, affiant/s exhibiting to me his/their Residence Certificate as follows: RES. DATE PLACE CERT. OF OF NAMES NO. ISSUE ISSUE ______________________ _____________ _____________ _____________ ______________________ _____________ _____________ _____________ ______________________ _____________ _____________ _____________ ______________________ _____________ _____________ _____________ ______________________ _____________ _____________ _____________ ______________________ _____________ _____________ _____________ ______________________ _____________ _____________ _____________ ______________________ NOTARY PUBLIC Until December 31, 19___ Doc. No. ___ Page No. ___ (Affix documentary Book No. ___ stamps here) Series of 19___ ATTACHMENT 2 SEC CIRCULAR NO. 01-83 SUBJECT : Additional Information Documents Required of Corporations Whose Securities are Registered Pursuant to the Securities Act, Commonwealth Act No. 83, as amended . ______________________________ ______________________________ ______________________________ ______________________________ In order to update /keep current the information on the operations of all corporations whose securities were registered and publicly-held prior to the effectivity of the Revised Securities Act, B.P. Bilang 178, whether or not these securities are traded in the stock exchanges, the said corporations must submit not later than February 24, 1983, the following information documents with this Commission, pursuant to Section 11 of the foregoing Batas Pambansa: llcd 1. Mining Companies : 1.1 A complete list of mining properties acquired and/or developed by the issuer after the effectivity date of the registration statement, showing the names of mining claims, names of locators and/or owners, and dates of their location and registration; 1.2 A certificate from the Director of Forestry showing that said mining properties in question are not located in any forest reservation, communal forest or national park; 1.3 A certified copy of the agreement or contract between the issuer and the claim owner, acknowledged and ratified before a notary public; 1.4 A sworn statement of (1) a geologist stating the ore possibilities of the mine and such other information in connection therewith as will show the quality of the ore in such claims and/or (2) a mining engineer stating the unit cost of extracting such mineral; 1.5 Duly approved lease contracts, if any; 1.6 Xerox copies of contracts providing for the giving or receiving of technical or financial advice or service, or contract providing for special bonuses or profit sharing arrangements executed after the effective date of the registration statement; 1.7 Passport data of the present directors, principal executive officer/s, principal operating officer/s, principal finance officer/s, comptroller/s or principal accounting officer/s and/or persons performing similar functions of the issuer re-travel restrictions against them; 1.8 Curriculum Vitae of the present officers mentioned above and members of the board of directors in accordance with the form attached hereto as Annex "A"; 1.9 Signed pictures of the officers/directors taken not more than thirty (30) days prior to submission with the SEC; 1.10 Duly accomplished Revised SEC Form No. 1 in duplicate attached hereto as Annex "B". 2. Oil Companies 2.1 A complete list of oil concessions or oil consortiums in which they have interest, acquired and/or developed by the issuer after the approval of the registration statement, showing their total interest therein and dates of their location and registration; 2.2 A certificate from the Director of Forestry showing that said oil concessions or properties in question which are on-shore are not located in any forest reservation, communal forest or national park; 2.3 A certified copy of the agreement or contract between the issuer and the concession owner or consortium, acknowledged and ratified before a notary public; 2.4 A sworn statement of a geologist stating the oil possibilities of the concession and such other information in connection therewith as will show the estimated quantity of the oil in such concession or property and stating the unit cost of extracting such oil; 2.5 Duly approved lease contract, if any; 2.6 Petroleum Exploration Concession Application filed with the Bureau of Energy Development and/or Petroleum Exploration Concession awarded and/or to be developed, operated and exploited after the effective date of the Registration Statement; 2.7 Xerox copies of contracts providing for the giving or receiving of technical or financial advice or service, or contract providing for special bonuses or profit sharing arrangements executed after the effective date of the Registration Statement; 2.8 Same requirements as in 1.7 to 1.10. 3. Commercial/Industrial Companies 3.1 Same requirements as in 1.7 to 1.10. 4. Recreational Corporations (Proprietary/Non-Proprietary) 4.1 Same requirements as in 1.7 to 1.10. Strict compliance herewith by all concerned is hereby enjoined. Mandaluyong, Metro Manila, January 7, 1983. For the Commission: SGD. GONZALO T. SANTOS, JR. Associate Commissioner ATTACHMENT 3 REQUIREMENTS AND PROCEDURES FOR THE REVOCATION OF REGISTRATION OF SECURITIES I. Voluntary Revocation: A. Filing Requirements An application for the revocation of registration of securities should be effected by filing the following: 1. Petition under oath stating the reason for the application for revocation of registration of securities and further alleging that no party stands to suffer/damage thereby; 2. Proof of the reasons for the revocation of registration of securities; 3. Proof of publication of a notice of such revocation to the stockholders; 4. Board Resolution approving said revocation certified under oath by the corporate secretary and attested to by the President or one performing similar function; and 5. Certified copy of the minutes of the stockholder's meeting approving such revocation. B. Procedure Upon presentation of the documents required for voluntary revocation of registration of securities and payment of the filing fee of twenty-five (P25.00) pesos, other fees of ten (P10.00) pesos, the facts of the petition shall be immediately published by the Commission, at the expenses of the registrant in two (2) newspapers of general circulation, once a week for two (2) consecutive weeks reciting the petition for voluntary revocation of registration of securities and that persons, or stockholders affected by said revocation may file their claims with the corporation. If after the completion of the aforesaid publication, the Commission finds that the petition together with all the other papers and documents attached thereto, is on its face complete and that no party stands to suffer damage thereby, it shall prepare an Order revoking said Registration, without prejudice to the filing of claims for damages. II. Involuntary Revocation The Commission, at its instance and after due notice and hearing, may revoke the registration of any security by issuing an Order to this effect, if upon examination, it shall appear that the issuer: 1. Is insolvent; 2. Has violated any of the provisions of the Revised Securities Act or the rules promulgated pursuant thereto or any Order of the Commission of which the issuer has notice; 3. Has been or is engaged or is about to engage in fraudulent transactions; 4. Is in any other way dishonest or has made any fraudulent transactions in any prospectus or in any circular or other literature that has been distributed concerning the issuer or its securities; 5. Does not conduct its business in accordance with law; or 6. Shall refuse to permit the Commission to examine its books, papers and other documents The Commission may compel the production of all the books and papers of such issuer and may administer oaths to and examine the officers of such issuer or any other person connected therewith as to its business and affairs and may also require a balance sheet exhibiting the assets and liabilities of any such issuer or his income statement or both. prcd (SGD.) MANUEL G. ABELLO Chairman
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