Rules Requiring Disclosure of Material Facts by Corporations Whose Securities Are Listed in any Stock Exchange or Registered/Licensed under the Revised Securities Act

January 29, 1973 RULES REQUIRING DISCLOSURE OF MATERIAL FACTS BY CORPORATIONS WHOSE SECURITIES ARE LISTED IN ANY STOCK EXCHANGE OR REGISTERED/LICENSED UNDER THE REVISED SECURITIES A C T * In the interest of investors, the Securities and Exchange Commission (SEC), pursuant to the powers vested in it under existing laws, particularly, the Revised Securities Act * and Republic Act No. 1143, hereby promulgates the following rules: 1. To Disclose Every Material Fact . Every corporation whose securities are listed and traded in any stock exchange in the Philippines or registered/licensed under the Securities Act, shall make a reasonably full, fair and accurate disclosure of every material fact relating to or affecting it which is of interest to investors. A fact is material if it induces or tends to induce or otherwise affect the sale or purchase of its securities, and shall include the following: a. Acquisition of mining claims, patent or formula, real estates, or similar capital assets; b. Discovery of mineral ores, oil, etc.; c. ** Declaration of cash or stock dividends . Notice of declaration of dividends shall be given to the Commission and the stock exchanges immediately after the board of directors shall have so declared. However, where such declaration requires the approval of any government agency or agencies or other private entities, no record date shall be fixed, in the meantime, until after such approval has been secured, and once secured, notice thereof shall also be immediately communicated to the Commission and the stock exchanges giving notice of the record date so fixed or determined which shall be at least ten (10) trading days after the receipt of said notice by the exchanges. d. Result of operation; e. Executing contract of merger, consolidation or joint venture; or contract of management, licensing, marketing distributorship, technical assistance or similar agreement; f. Financing through loans; g. Offering of rights; or granting options to any individual or institution specifying the terms and conditions thereof; h. Making new project or investment in another product line, business or corporation; i. Transferring of assets, except in the normal course of business; j. Stopping of operation; and k. Any other important event or happening. 2. Disclosure Shall be by Publication or by Filing with the SEC and with the Stock Exchange . It shall be the duty of the corporation to disclose the material fact in writing immediately after its occurrence, by publishing or causing the publication of the same in a newspaper of general circulation in the Philippines and furnishing the SEC at the same time with a duplicate copy thereof; or by filing written notice about the fact with the SEC and a duplicate copy with the Stock Exchange wherein the security is listed, which, in turn, shall inform the newspapers concerning the matter. 3. Disclosure to be Factual . No press release or newspaper report about the issuer corporation, its business operations or activities shall be issued without factual basis nor presented in a manner that will tend to mislead the public; and should there be any newspaper report or news item coming from sources other than the issuer or its officers, which is not supported by the true facts or is misleading, the corporation shall take immediate and effective steps to correct the same. ** 4. Penalties . Failure to comply with any of the requirements of these rules or violation of any of the prohibitions thereof shall render the guilty party liable to pay a fine in such sum as this Commission may impose under Section 1(b) of Republic Act No. 1143, and/ or suspension of trading on the securities of the issuer for not less than ten (10) trading days. 5. Repealing Clause . Any rule, regulation, circular or memorandum inconsistent with or contrary to any provision of these rules, is hereby revoked or modified accordingly. 6. Effectivity . These rules shall take effect fifteen (15) days after the publication thereof in two (2) newspapers of general circulation throughout the Philippines. llcd (SGD.) ARCADIO E. YABYABIN Securities and Exchange Commissioner APPROVED: February 8, 1973 (SGD.) TROADIO T. QUIAZON, JR. Acting Secretary of Trade and Industry Footnotes * The Revised Securities Act, passed on February 23, 1982, supersedes the Securities Act of 1933. ** As amended on November 8, 1978.