Rules Governing the Automatic Listing of Securities in all Stock Exchanges

April 10, 1973 RULES GOVERNING THE AUTOMATIC LISTING OF SECURITIES IN ALL STOCK EXCHANGES Pursuant to the provisions of Presidential Decree No. 167, providing for the automatic listing of securities in all Stock Exchanges, the following implementing rules and regulations are hereby promulgated: 1. Securities Already Listed . Securities listed and traded in any particular Stock Exchange shall be deemed admitted to full trading privileges in all stock exchanged as provided under Section 1 of the Decree. For the information and record of every Stock Exchange in which a security is not originally listed, it shall secure and the issuer of such security shall furnish, all the facts and date ordinarily required in an application for listing of such security. For this purpose, such Exchange shall furnish each said issuer an appropriate form for accomplishment within ten (10) days from date of notice of this requirement, and in turn, the issuer company shall have ten (10) days to accomplish and return the form. 2. New Listing Applications . Hereafter, whenever a corporation files with a Stock Exchange an application for listing of securities, whether original or additional, it shall likewise submit to the SEC sufficient copies of such application or of a document containing a summary of the facts and data shown therein, for itself and the other operating Stock Exchanges. The SEC shall furnish the other operating Stock Exchanges a copy each of such application or document, and shall cause to be published, at the expense of the corporation, notice of every original application for listing of securities, once in a newspaper of general circulation throughout the Philippines, and posted in the bulletin board of the SEC and of all the operating Stock Exchanges. Any party having a valid objection to the application shall file with the SEC his written opposition within the time fixed in the notice, and the SEC shall decide the matter after proper notice and hearing. The SEC shall notify all the operating Stock Exchanges about its approval or denial of an application. * For its services, the SEC shall charge and collect a fee of not more than P2,000.00 for every original application for listing of securities, and not more than P2,000.00 for every additional listing. 3. Issuers to Give Notices, Reports and Documents to All Exchanges . Issuers of listed securities shall comply with all the rules and regulations of every Stock Exchange in which their securities are automatically listed as if they have individually entered into a listing agreement with it, such as, the submission of notices, reports and documents, to wit: a. Notice of annual stockholders' meeting of the corporation at least fifteen (15) days in advance; b. Notice of dividends or offer of rights ten (10) days prior to the record date; c. Notice of the closing of transfer book or extension thereof at least five (5) full business days in advance; d. Notice of any change in the officers, directors and address of the corporation within ten (10) days from date of effectivity; e. Notice of an order of attachment, garnishment or any court order which may affect the title or negotiability of the securities of the corporation within twenty-four (24) hours from receipt of any such order; f. Fifty (50) copies of the issuers' annual report for each Stock Exchange, together with the following: 1. Consolidated balance sheet showing its assets and liabilities at the end of the fiscal year; 2. Consolidated income statement for the previous fiscal year; and 3. An analysis of surplus account covering the fiscal year. g. A certified copy of the issuer's amendment to articles of incorporation, by-laws and other organization papers. 4. Suspension, Revocation or Withdrawal of Listing . Any suspension of trading or revocation or withdrawal of listing of securities in any Stock Exchange, made in accordance with the applicable law and/or rules shall be effective and binding upon all the Stock Exchanges upon receipt of proper notice thereof. No suspension of trading of any listed security shall be made by any Stock Exchange without giving the SEC Commissioner prior notice thereof. 5. Operation of New Stock Exchange . A new Stock Exchange shall not start operation without first giving prior notice to the SEC and securing its clearance. Clearance to operate shall not be given unless: a. The conditions embodied in the original grant of authority as to the number of issues to be listed and the number of member-firms the Exchange shall have at the commencement of transactions are complied with; b. The Exchange has in its possession current and up-to-date data and information about each corporation that applied for listing therein; and c. The SEC finds the quarters and facilities of the Exchange adequate for its commencement of business. 6. Penalties . Any violation of these rules committed by a Stock Exchange or by the issuer of a listed security or one applying for listing, shall be punished, after proper notice and hearing or waiver thereof, by a fine in such sum as the SEC may impose under Republic Act No. 1143; and/or suspension or revocation of the appropriate license or permit as provided under the Securities Act, or denial of the application. 7. Repealing Clause . All rules and regulations or any part or provision thereof in conflict with or contrary to, these rules or any part or provision thereof, are hereby repealed or modified accordingly. 8. Effectivity . These rules shall take effect immediately after publication in two newspapers of general circulation throughout the Philippines. (SGD.) ARCADIO E. YABYABIN Securities and Exchange Commissioner APPROVED: April 10, 1973 (SGD.) TROADIO T. QUIAZON, JR. Acting Secretary of Trade and Tourism Footnotes * Amended by SEC Circular No. 3 Series of 1983 on Revised Fees and Charges of the SEC dated October 18, 1983. SUSPENSION OF TRADING OF A LISTED SECURITY WHEN ITS PRICE MOVES UP OR DOWN DRASTICALLY WITHOUT KNOWN CAUSE OR REASON In the public interest and for the protection of investors, the Securities and Exchange Commission pursuant to the powers vested in it under the Revised Securities Act * and Section 1(b) of R.A. No. 1143, hereby promulgates the following rules: LibLex 1. Whenever a security listed in a stock exchange moves drastically or unreasonably without any known cause or reason, and continues to do so, the Committee, herein constituted, to be composed of the Chairman of the Board Control or Floor Trading Committee of each operating stock exchange and the Chief Securities Agent for this Commission shall, in the exercise of sound judgment, recommend to the Securities and Exchange Commissioner the suspension of trading on the security until the cause or reason is known and disclosed on the floor of the exchange and over the radio. Should the Securities and Exchange Commissioner order the suspension, notice thereof shall forthwith be given to all the other operating stock exchanges, which shall thereupon suspend trading on the security. No broker or dealer or his agent can trade over-the-counter on the suspended issue during the period of suspension. 2. The Committee shall quickly conduct inquiries as to the cause or reason for such behavior of the security in the market, and disclose the results of the inquiry the soonest time possible but not later than twenty-four (24) hours. 3. In case the Committee decides to lift the suspension, it shall so recommend to the Securities and Exchange Commissioner who shall act on the matter as the public interest and the protection of investors shall require. 4. These Rules shall apply on registered securities traded over-the-counter. 5. Any violation of the foregoing requirements or refusal to act on the part of any broker, dealer or officer of the corporation which issues the security to carry out the inquiry, shall, after proper notice and hearing or waiver thereof, be punished by suspension of license of the guilty party for not exceeding ten (10) days and/or fine of not exceeding P200.00 per day for every day of delay, as provided under existing laws. 6. These rules shall take effect fifteen (15) days after they have been publicly promulgated by publication in at least two newspapers of general circulation throughout the Philippines. Manila, Philippines, June 21, 1973. (SGD.) ARCADIO E. YABYABIN Securities and Exchange Commissioner APPROVED: June 21, 1973 (SGD.) TROADIO T. QUIAZON, JR. Acting Secretary of Trade Footnotes * The Revised Securities Act passed on February 23, 1982 supersedes the Securities Act of 1933 or C.A. No. 83.