Rules Governing the Registration and/or Listing of Securities of Corporations Engaged in Oil and/or Mineral Explorations (as Amended)

January 6, 1971 RULES GOVERNING THE REGISTRATION AND/OR LISTING OF SECURITIES OF CORPORATIONS ENGAGED IN OIL AND/OR MINERAL EXPLORATIONS (AS AMENDED) In order to afford the public opportunity to determine the competence of corporations applying for registration and/or listing of their securities, the performance of their managements and their prospects of success, the Commission, acting in the public interest and for the protection of investors and pursuant to the powers vested in it by existing laws, hereby promulgates the following rules: * 1. Registration of securities . No corporation formed for the purpose of engaging in oil or mineral exploration shall be permitted to register securities with a view to selling or offering them for sale to the public under the Securities Act (Commonwealth Act 83, as amended), until the applicant corporation, in the case of an oil exploration company or a company engaged or to engage in petroleum operations, shall have presented a duly certified subsisting service contract with the Petroleum Board, and in the case of a mineral corporation, shall have satisfactorily established that it has subsisting mining lease on its properties, or deed of assignment or long-term operating contract on its claims duly approved by the Secretary of Agriculture and National Resources. Notwithstanding the provision of the preceding paragraph and with prejudice to the provision of the Section 5, sub-section b, of the Securities Act, as amended, the Commission, upon proper application and payments of the required fees, may grant exemptions from the requirements of registration in cases where: a) there is no public offering of the shares; b) the buyers are aware of the actual condition of the issuer; and c) there is no commission, remuneration or compensation paid or given in connection with the selling or offering for sale of the securities. 2. Listing in Stock Exchange after six months from registration . No oil or mineral exploration company whose securities have been duly registered under the Securities Act, shall be allowed to list securities in any stock exchange until after the lapse of six (6) months from date of registration of such securities. During the six-month period, however, the securities may be traded in the over-the-counter market. 3. Effectivity . These rules shall take effect fifteen (15) days after they have been publicly promulgated (Sec. 551, Rev. Adm. Code) by publication in at least two newspaper of general circulation in the Philippines. (SGD.) ARCADIO E. YABYABIN Securities and Exchange Commissioner Approved: January 6, 1971 (SGD.) ERNESTO M. MACEDA Secretary of Commerce and Industry Footnotes * As amended on December 10, 1975. ATTACHMENT REQUIREMENTS AND PROCEDURE FOR LISTING AND DELISTING OF SECURITIES Listing of Securities A. Standard Requirements for Original and Additional Listing : 1. Five (5) Copies of listing application, listing agreements with the Exchanges and all supporting papers and documents. 2. Minimum number of stockholders of issuer company: a. At least 15 stockholders for a bank applying for listing in compliance with Central Bank requirement for unibanking. b. At least 300 stockholders for Mining or Oil companies. c. At least 100 stockholders for all other companies. 3. Certification of the corporate secretary or to the total number of shares fully paid out of the shares applied for listing. In case of original listing, total par value of fully paid shares shall be not less than 10% of the paid-up capital. 4. List of officers, directors and, if there be any, principal stockholders owning more than 10% of the outstanding capital stock. The list should indicate the number of shares held by each officer, director and principal stockholder. 5. Certification by the corporate secretary showing the percentage of ownership of Filipino citizens and alien stockholders. 6. Secretary's certification re: options: if any, granted to any person to subscribe to the company's shares of stock. 7. Affidavit of publication of Notice and Order of Listing Application (original listing only). 8. Fees payable to Securities and Exchange Commission: a) On original application 1/10 of 1 percent of the aggregate value of the shares to be listed but in no case shall it be less than P500.00 nor more than P2,000.00. prcd b) Additional listing 1/10 of 1 percent of the value of the additional shares to be listed but in no case shall it be less than P300.00 nor more than P2,000.00. B. Special Requirements for Listing. A. For Commercial/Industrial companies, three (3) copies each of: 1. Project study 2. Printed prospectus B. For Mining and Oil companies : 1. Verification report of the Bureau of Mines and Geo-Sciences in case of mining companies containing the following: a) Geological report by geologist re: mining properties of the applicant. b) Evaluation report-comments by the Bureau of Mines and Geo-Sciences Mining Engineer re: probable/positive mineral reserve. (Above may have been covered during the stage of registration of securities and are part of those documents on file with the Registration Statement. If so, can be dispensed with already. 2. Five (5) copies of printed prospectus. 3. Comments/Recommendation of Bureau of Energy Development in case of oil exploration companies, or other energy sources like coal geothermal energy companies. II. Procedure 1. The applicant shall submit its application to the Stock Exchanges. 2. The stock exchange reviews and endorses such application to the Commission, submitting therewith five (5) copies of the listing application, listing agreements, and all supporting papers and documents. 3. Upon presentation of listing application with the Brokers and Exchanges Department, the receiving clerk directs party to the proper action officer for verification of compliance with all documentary requirements. If complete, the listing fees are assessed and paid. If deficient for any reason, the application is returned and party is advised to correct deficiency. 4. Receipt of papers are recorded and the Director assigns the same to the division-in-charge for appropriate action by an action officer of the said division. 5. Action officer checks the requirements and if application is for original listing, causes preparation of a Notice and Order for publication once in newspaper of general circulation at the expense of the applicant, proof of which shall be submitted to the SEC. As for additional listing, Notice and Order and publication thereof shall be dispensed with. 6. Upon completion of the foregoing processes and having ascertained compliance with all listing requirements, the action officer prepares and submits a memorandum report on the listing application which shall embody a recommendation for the approval of the application. III. Delisting of Securities Requirements and Procedure : A. Voluntary Delisting 1. Listed corporation should file the petition/request for delisting to the Commission through the Exchange/s. 2. The petition/request should cite the reasons for the request for delisting and must be accompanied by the following: a. list of stockholders and their shareholdings; b. certification from the Exchange/s as to the date of the last transaction indicating the volume of prices per share; c. proof of publication of notice of delisting. 3. The Order approving the delisting shall be prepared if after evaluation of the petition/request and the required documents, the Commission finds that the delisting will not prejudice the interests of the investors. B. Involuntary Delisting In any of the following instances when: 1. the corporation has become insolvent or 2. it has been placed under receivership or 3. it has failed to pay to the Exchange/s maintenance or other fees or 4. for any other breach of contract of listing with the Exchange/s and the Exchange/s requests for the approval of the delisting of the securities of the corporation, the Commission, if it finds that the delisting will not prejudice the interests of the investors will issue an Order noting the delisting by the Exchange/s. If the corporation subject of delisting is one which is primarily governed by another government agency (e.g., bank) or the listing has been required by a different government entity ( e.g. , timber company Bureau of Forest Development) then the matter shall be referred to the proper government body for its notice. Respectfully submitted: ELIZABETH C. MARTIN S.E. Specialist ALDA S. DIOKNO Supvg. SE Specialist Recommending Approval: FE ELOISA C. GLORIA Director Brokers and Exchanges Department Approved: JULIO A. SULIT, JR. Associate Commissioner