(1)

July 19, 2000

REPUBLIC ACT NO. 8799

THE SECURITIES REGULATION CODE

CHAPTER I

Title and Definitions

SECTION 1. Title. — This shall be known as "The Securities Regulation

Code".

SECTION 2. Declaration of State Policy. — The State shall establish a

socially conscious, free market that regulates itself, encourage the widest participation
of ownership in enterprises, enhance the democratization of wealth, promote the
development of the capital market, protect investors, ensure full and fair disclosure
about securities, minimize if not totally eliminate insider trading and other fraudulent
or manipulative devices and practices which create distortions in the free market. AcTHCE

To achieve these ends, this Securities Regulation Code is hereby enacted.

SECTION 3. Definition of Terms. — 3.1. "Securities" are shares,

participation or interests in a corporation or in a commercial enterprise or
profit-making venture and evidenced by a certificate, contract, instrument, whether
written or electronic in character. It includes:

(a) Shares of stock, bonds, debentures, notes, evidences of

indebtedness, asset-backed securities;

(b) Investment contracts, certificates of interest or participation in a

profit sharing agreement, certificates of deposit for a future
subscription;

(c) Fractional undivided interests in oil, gas or other mineral rights;

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 (d) Derivatives like option and warrants; DHEACI

(e) Certificates of assignments, certificates of participation, trust

certificates, voting trust certificates or similar instruments;

(f) Proprietary or nonproprietary membership certificates in

corporations; and

(g) Other instruments as may in the future be determined by the

Commission.

3.2. "Issuer" is the originator, maker, obligor, or creator of the security.

3.3. "Broker" is a person engaged in the business of buying and selling

securities for the account of others.

3.4. "Dealer" means any person who buys and sells securities for his/her
own account in the ordinary course of business.

3.5. "Associated person of a broker or dealer" is an employee thereof who,

directly exercises control of supervisory authority, but does not include a salesman, or
an agent or a person whose functions are solely clerical or ministerial.

3.6. "Clearing agency" is any person who acts as intermediary in making

deliveries upon payment to effect settlement in securities transactions.

3.7. "Exchange" is an organized marketplace or facility that brings

together buyers and sellers and executes trades of securities and/or commodities.

3.8. "Insider" means: (a) the issuer; (b) a director or officer (or person
performing similar functions) of, or a person controlling the issuer; (c) a person
whose relationship or former relationship to the issuer gives or gave him access to
material information about the issuer or the security that is not generally available to
the public; (d) a government employee, or director, or officer of an exchange, clearing
agency and/or self-regulatory organization who has access to material information
about an issuer or a security that is not generally available to the public; or (e) a
person who learns such information by a communication from any of the foregoing
insiders. aCTADI

3.9. "Pre-need plans" are contracts which provide for the performance of
future services or the payment of future monetary considerations at the time of actual

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 need, for which planholders pay in cash or installment at stated prices, with or without
interest or insurance coverage and includes life, pension, education, interment, and
other plans which the Commission may from time to time approve.

3.10. "Promoter" is a person who, acting alone or with others, takes

initiative in founding and organizing the business or enterprise of the issuer and
receives consideration therefor.

3.11. "Prospectus" is the document made by or on behalf of an issuer,

underwriter or dealer to sell or offer securities for sale to the public through a
registration statement filed with the Commission.

3.12. "Registration statement" is the application for the registration of

securities required to be filed with the Commission.

3.13. "Salesman" is a natural person, employed as such or as an agent, by a

dealer, issuer or broker to buy and sell securities.

3.14. "Uncertificated security" is a security evidenced by electronic or similar

records. ITHADC

3.15. "Underwriter" is a person who guarantees on a firm commitment

and/or declared best effort basis the distribution and sale of securities of any kind by
another company.

CHAPTER II

Securities and Exchange Commission

SECTION 4. Administrative Agency. — 4.1. This Code shall be

administered by the Securities and Exchange Commission (hereinafter referred to as
the "Commission") as a collegial body, composed of a Chairperson and four (4)
Commissioners, appointed by the President for a term of seven (7) years each and
who shall serve as such until their successor shall have been appointed and qualified.
A Commissioner appointed to fill a vacancy occurring prior to the expiration of the
term for which his/her predecessor was appointed, shall serve only for the unexpired
portion of such term. The incumbent Chairperson and Commissioners at the
effectivity of this Code, shall serve the unexpired portion of their terms under
Presidential Decree No. 902-A. Unless the context indicates otherwise, the term
"Commissioner" includes the Chairperson.

4.2. The Commissioners must be natural-born citizens of the Philippines, at

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 least forty (40) years of age for the Chairperson and at least thirty-five (35) years of
age for the Commissioners, of good moral character, of unquestionable integrity, of
known probity and patriotism, and with recognized competence in social and
economic disciplines: Provided, That the majority of Commissioners, including the
Chairperson, shall be members of the Philippine Bar.

4.3. The Chairperson is chief executive officer of the Commission. The

Chairperson shall execute and administer the policies, decisions, orders and
resolutions approved by the Commission and shall have the general executive
direction and supervision of the work and operation of the Commission and of its
members, bodies, boards, offices, personnel and all its administrative business. aEHASI

4.4. The salary of the Chairperson and the Commissioners shall be fixed by
the President of the Philippines based on an objective classification system, at a sum
comparable to the members of the Monetary Board and commensurate to the
importance and responsibilities attached to the position.

4.5(2). The Commission shall hold meetings at least once a week for the
conduct of business or as often as may be necessary upon call of the Chairperson or
upon the request of three (3) Commissioners. The notice of the meeting shall be given
to all Commissioners and the presence of three (3) Commissioners shall constitute a
quorum. In the absence of the Chairperson, the most senior Commissioner shall act as
presiding officer of the meeting.

4.6.(3) The Commission may, for purposes of efficiency, delegate any of

its functions to any department or office of the Commission, an individual
Commissioner or staff member of the Commission except its review or appellate
authority and its power to adopt, alter and supplement any rule or regulation.

The Commission may review upon its own initiative or upon the petition of
any interested party any action of any department or office, individual Commissioner,
or staff member of the Commission. aACEID

SECTION 5. Powers and Functions of the Commission. — 5.1.

The Commission shall act with transparency and shall have the powers and functions
provided by this Code, Presidential Decree No. 902-A, the Corporation Code,
the Investment Houses Law, the Financing Company Act and other
existing laws. Pursuant thereto the Commission shall have, among others, the
following powers and functions:

(a) Have jurisdiction and supervision over all corporations,

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 partnerships or associations who are the grantees of primary
franchises and/or a license or permit issued by the Government;

(b) Formulate policies and recommendations on issues concerning the

securities market, advise Congress and other government agencies
on all aspects of the securities market and propose legislation and
amendments thereto;

(c) Approve, reject, suspend, revoke or require amendments to

registration statements, and registration and licensing applications;

(d) Regulate, investigate or supervise the activities of persons to

ensure compliance;

(e) Supervise, monitor, suspend or take over the activities of

exchanges, clearing agencies and other SROs;

(f) Impose sanctions for the violation of laws and the rules,
regulations and orders issued pursuant thereto;

(g) Prepare, approve, amend or repeal rules, regulations and orders,

and issue opinions and provide guidance on and supervise
compliance with such rules, regulations and orders;

(h) Enlist the aid and support of and/or deputize any and all
enforcement agencies of the Government, civil or military as well
as any private institution, corporation, firm, association or person
in the implementation of its powers and functions under this Code;
TEcADS

(i) Issue cease and desist orders to prevent fraud or injury to the
investing public;

(j) Punish for contempt of the Commission, both direct and indirect,
in accordance with the pertinent provisions of and penalties
prescribed by the Rules of Court;

(k) Compel the officers of any registered corporation or association to

call meetings of stockholders or members thereof under its
supervision;

(l) Issue subpoena duces tecum and summon witnesses to appear in

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 any proceedings of the Commission and in appropriate cases, order
the examination, search and seizure of all documents, papers, files
and records, tax returns, and books of accounts of any entity or
person under investigation as may be necessary for the proper
disposition of the cases before it, subject to the provisions of
existing laws;

(m) Suspend, or revoke, after proper notice and hearing the franchise or
certificate of registration of corporations, partnerships or
associations, upon any of the grounds provided by law; and

(n) Exercise such other powers as may be provided by law as well as

those which may be implied from, or which are necessary or
incidental to the carrying out of, the express powers granted the
Commission to achieve the objectives and purposes of these laws.
ICTacD

5.2. The Commission's jurisdiction over all cases enumerated under Section 5
of Presidential Decree No. 902-A is hereby transferred to the Courts of general
jurisdiction or the appropriate Regional Trial Court: Provided, That the Supreme
Court in the exercise of its authority may designate the Regional Trial Court branches
that shall exercise jurisdiction over these cases. The Commission shall retain
jurisdiction over pending cases involving intra-corporate disputes submitted for final
resolution which should be resolved within one (1) year from the enactment of this
Code. The Commission shall retain jurisdiction over pending suspension of
payments/rehabilitation cases filed as of 30 June 2000 until finally disposed.

SECTION 6. Indemnification and Responsibilities of Commissioners. —

6.1. The Commission shall indemnify each Commissioner and other officials of the
Commission, including personnel performing supervision and examination functions
for all costs and expenses reasonably incurred by such persons in connection with any
civil or criminal actions, suits or proceedings to which they may be or made a party
by reason of the performance of their functions or duties, unless they are finally
adjudged in such actions or proceedings to be liable for gross negligence or
misconduct.

In the event of settlement or compromise, indemnification shall be provided

only in connection with such matters covered by the settlement as to which the
Commission is advised by external counsel that the persons to be indemnified did not
commit any gross negligence or misconduct.

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 The costs and expenses incurred in defending the aforementioned action, suit
or proceeding may be paid by the Commission in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking by or on behalf of the
Commissioner, officer or employee to repay the amount advanced should it ultimately
be determined by the Commission that he/she is not entitled to be indemnified as
provided in this subsection.

6.2. The Commissioners, officers and employees of the Commission who

willfully violate this Code or who are guilty of negligence, abuse or acts of
malfeasance or fail to exercise extraordinary diligence in the performance of their
duties shall be held liable for any loss or injury suffered by the Commission or other
institutions as a result of such violation, negligence, abuse, malfeasance, or failure to
exercise extraordinary diligence.

Similar responsibility shall apply to the Commissioners, officers and

employees of the Commission for (1) the disclosure of any information, discussion or
resolution of the Commission of a confidential nature, or about the confidential
operations of the Commission, unless the disclosure is in connection with the
performance of official functions with the Commission or with prior authorization of
the Commissioners; or (2) the use of such information for personal gain or to the
detriment of the government, the Commission or third parties: Provided, however,
That any data or information required to be submitted to the President and/or
Congress or its appropriate committee, or to be published under the provisions of this
Code shall not be considered confidential. HACaSc

SECTION 7. Reorganization. — 7.1. To achieve the goals of this

Code, consistent with Civil Service laws, the Commission is hereby authorized to
provide for its reorganization, to streamline its structure and operations, upgrade its
human resource component and enable it to more efficiently and effectively perform
its functions and exercise its powers under this Code.

7.2.(4) All positions of the Commission shall be governed by a

compensation and position classification systems and qualification standards
approved by the Commission based on a comprehensive job analysis and audit of
actual duties and responsibilities. The compensation plan shall be comparable with
the prevailing compensation plan in the Bangko Sentral ng Pilipinas and other
government financial institutions and shall be subject to periodic review by the
Commission no more than once every two (2) years without prejudice to yearly merit
reviews or increases based on productivity and efficiency. The Commission shall,
therefore, be exempt from laws, rules, and regulations on compensation, position
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 classification and qualification standards. The Commission shall, however, endeavor
to make its system conform as closely as possible with the principles under the
Compensation and Position Classification Act of 1989 (Republic Act No. 6758, as
amended).

CHAPTER III

Registration of Securities

SECTION 8(5). Requirement of Registration of Securities. — 8.1.

Securities shall not be sold or offered for sale or distribution within the Philippines,
without a registration statement duly filed with and approved by the Commission.
Prior to such sale, information on the securities, in such form and with such substance
as the Commission may prescribe, shall be made available to each prospective
purchaser. DCTSEA

8.2. The Commission may conditionally approve the registration statement

under such terms as it may deem necessary.

8.3. The Commission may specify the terms and conditions under which any
written communication, including any summary prospectus, shall be deemed not to
constitute an offer for sale under this Section.

8.4. A record of the registration of securities shall be kept in a Register of

Securities in which shall be recorded orders entered by the Commission with respect
to such securities. Such register and all documents or information with respect to the
securities registered therein shall be open to public inspection at reasonable hours on
business days.

8.5. The Commission may audit the financial statements, assets and other
information of a firm applying for registration of its securities whenever it deems the
same necessary to insure full disclosure or to protect the interest of the investors and
the public in general.

SECTION 9(6). Exempt Securities. — 9.1. The requirement of

registration under Subsection 8.1 shall not as a general rule apply to any of the
following classes of securities:

(a) Any security issued or guaranteed by the Government of the

Philippines, or by any political subdivision or agency thereof, or
by any person controlled or supervised by, and acting as an

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 instrumentality of said Government.

(b) Any security issued or guaranteed by the government of any

country with which the Philippines maintains diplomatic relations,
or by any state, province or political subdivision thereof on the
basis of reciprocity: Provided, That the Commission may require
compliance with the form and content of disclosures the
Commission may prescribe.

(c) Certificates issued by a receiver or by a trustee in bankruptcy duly

approved by the proper adjudicatory body.

(d) Any security or its derivatives the sale or transfer of which, by law,
is under the supervision and regulation of the Office of the
Insurance Commission, Housing and Land Use Regulatory Board,
or the Bureau of Internal Revenue.

(e) Any security issued by a bank except its own shares of stock.

9.2. The Commission may, by rule or regulation after public hearing, add to
the foregoing any class of securities if it finds that the enforcement of this Code with
respect to such securities is not necessary in the public interest and for the protection
of investors. ATcaID

SECTION 10(7). Exempt Transactions. — 10.1. The requirement of

registration under Subsection 8.1 shall not apply to the sale of any security in any of
the following transactions:

(a) At any judicial sale, or sale by an executor, administrator, guardian

or receiver or trustee in insolvency or bankruptcy.

(b) By or for the account of a pledge holder, or mortgagee or any other

similar lien holder selling or offering for sale or delivery in the
ordinary course of business and not for the purpose of avoiding the
provisions of this Code, to liquidate a bona fide debt, a security
pledged in good faith as security for such debt.

(c) An isolated transaction in which any security is sold, offered for

sale, subscription or delivery by the owner thereof, or by his
representative for the owner's account, such sale or offer for sale,
subscription or delivery not being made in the course of repeated

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 and successive transactions of a like character by such owner, or
on his account by such representative and such owner or
representative not being the underwriter of such security.

(d) The distribution by a corporation, actively engaged in the business

authorized by its articles of incorporation, of securities to its
stockholders or other security holders as a stock dividend or other
distribution out of surplus.

(e) The sale of capital stock of a corporation to its own stockholders

exclusively, where no commission or other remuneration is paid or
given directly or indirectly in connection with the sale of such
capital stock. TCEaDI

(f) The issuance of bonds or notes secured by mortgage upon real

estate or tangible personal property, where the entire mortgage
together with all the bonds or notes secured thereby are sold to a
single purchaser at a single sale.

(g) The issue and delivery of any security in exchange for any other
security of the same issuer pursuant to a right of conversion
entitling the holder of the security surrendered in exchange to
make such conversion: Provided, That the security so surrendered
has been registered under this Code or was, when sold, exempt
from the provisions of this Code, and that the security issued and
delivered in exchange, if sold at the conversion price, would at the
time of such conversion fall within the class of securities entitled
to registration under this Code. Upon such conversion the par
value of the security surrendered in such exchange shall be deemed
the price at which the securities issued and delivered in such
exchange are sold.

(h) Broker's transactions, executed upon customer's orders, on any

registered Exchange or other trading market.

(i) Subscriptions for shares of the capital stock of a corporation prior

to the incorporation thereof or in pursuance of an increase in its
authorized capital stock under the Corporation Code, when no
expense is incurred, or no commission, compensation or
remuneration is paid or given in connection with the sale or
disposition of such securities, and only when the purpose for
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 soliciting, giving or taking of such subscriptions is to comply with
the requirements of such law as to the percentage of the capital
stock of a corporation which should be subscribed before it can be
registered and duly incorporated, or its authorized capital
increased.

(j) The exchange of securities by the issuer with its existing security
holders exclusively, where no commission or other remuneration is
paid or given directly or indirectly for soliciting such exchange. ETIcHa

(k) The sale of securities by an issuer to fewer than twenty (20)

persons in the Philippines during any twelve-month period.

(l) The sale of securities to any number of the following qualified

buyers:

(i) Bank;

(ii) Registered investment house;

(iii) Insurance company;

(iv) Pension fund or retirement plan maintained by the

Government of the Philippines or any political subdivision
thereof or managed by a bank or other persons authorized
by the Bangko Sentral to engage in trust functions; DHIaTS

(v) Investment company; or

(vi) Such other person as the Commission may by rule

determine as qualified buyers, on the basis of such factors
as financial sophistication, net worth, knowledge, and
experience in financial and business matters, or amount of
assets under management.

10.2. The Commission may exempt other transactions, if it finds that the
requirements of registration under this Code is not necessary in the public interest or
for the protection of the investors such as by reason of the small amount involved or
the limited character of the public offering.

10.3. Any person applying for an exemption under this Section, shall file with
the Commission a notice identifying the exemption relied upon on such form and at
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 such time as the Commission by rule may prescribe and with such notice shall pay to
the Commission a fee equivalent to one-tenth (1/10) of one percent (1%) of the
maximum aggregate price or issued value of the securities.

SECTION 11(8). Commodity Futures Contracts. — No person shall

offer, sell or enter into commodity futures contracts except in accordance with rules,
regulations and orders the Commission may prescribe in the public interest. The
Commission shall promulgate rules and regulations involving commodity futures
contracts to protect investors to ensure the development of a fair and transparent
commodities market.

SECTION 12. Procedure for Registration of Securities. — 12.1. All

securities required to be registered under Subsection 8.1 shall be registered through
the filing by the issuer in the main office of the Commission, of a sworn registration
statement with respect to such securities, in such form and containing such
information and documents as the Commission shall prescribe. The registration
statement shall include any prospectus required or permitted to be delivered under
Subsections 8.2, 8.3 and 8.4.

12.2. In promulgating rules governing the content of any registration

statement (including any prospectus made a part thereof or annexed thereto), the
Commission may require the registration statement to contain such information or
documents as it may, by rule, prescribe. It may dispense with any such requirement,
or may require additional information or documents, including written information
from an expert, depending on the necessity thereof or their applicability to the class of
securities sought to be registered.

12.3. The information required for the registration of any kind, and all
securities, shall include, among others, the effect of the securities issue on ownership,
on the mix of ownership, especially foreign and local ownership.

12.4. The registration statement shall be signed by the issuer's executive

officer, its principal operating officer, its principal financial officer, its comptroller,
its principal accounting officer, its corporate secretary or persons performing similar
functions accompanied by a duly verified resolution of the board of directors of the
issuer corporation. The written consent of the expert named as having certified any
part of the registration statement or any document used in connection therewith shall
also be filed. Where the registration statement includes shares to be sold by selling
shareholders, a written certification by such selling shareholders as to the accuracy of
any part of the registration statement contributed to by such selling shareholders shall

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 also be filed. ATCEIc

12.5. (a) Upon filing of the registration statement, the issuer shall pay to the
Commission a fee of not more than one-tenth (1/10) of one per centum (1%) of the
maximum aggregate price at which such securities are proposed to be offered. The
Commission shall prescribe by rule diminishing fees in inverse proportion the value
of the aggregate price of the offering.

(b) Notice of the filing of the registration statement shall be immediately

published by the issuer, at its own expense, in two (2) newspapers of general
circulation in the Philippines, once a week for two (2) consecutive weeks, or in such
other manner as the Commission by rule shall prescribe, reciting that a registration
statement for the sale of such security has been filed, and that the aforesaid
registration statement, as well as the papers attached thereto are open to inspection at
the Commission during business hours, and copies thereof, photostatic or otherwise,
shall be furnished to interested parties at such reasonable charge as the Commission
may prescribe.

12.6. Within forty-five (45) days after the date of filing of the registration
statement, or by such later date to which the issuer has consented, the Commission
shall declare the registration statement effective or rejected, unless the applicant is
allowed to amend the registration statement as provided in Section 14 hereof. The
Commission shall enter an order declaring the registration statement to be effective if
it finds that the registration statement together with all the other papers and
documents attached thereto, is on its face complete and that the requirements have
been complied with. The Commission may impose such terms and conditions as may
be necessary or appropriate for the protection of the investors. CaATDE

12.7. Upon effectivity of the registration statement, the issuer shall state
under oath in every prospectus that all registration requirements have been met and
that all information are true and correct as represented by the issuer or the one making
the statement. Any untrue statement of fact or omission to state a material fact
required to be stated therein or necessary to make the statement therein not
misleading shall constitute fraud.

SECTION 13. Rejection and Revocation of Registration of Securities.

— 13.1. The Commission may reject a registration statement and refuse registration
of the security thereunder, or revoke the effectivity of a registration statement and the
registration of the security thereunder after due notice and hearing by issuing an order
to such effect, setting forth its findings in respect thereto, if it finds that:

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 (a) The issuer:

(i) Has been judicially declared insolvent;

(ii) Has violated any of the provisions of this Code, the rules
promulgated pursuant thereto, or any order of the
Commission of which the issuer has notice in connection
with the offering for which the registration statement has
been filed;

(iii) Has been or is engaged or is about to engage in fraudulent

transactions; HcDSaT

(iv) Has made any false or misleading representation of material

facts in any prospectus concerning the issuer or its
securities;

(v) Has failed to comply with any requirement that the

Commission may impose as a condition for registration of
the security for which the registration statement has been
filed; or

(b) The registration statement is on its face incomplete or inaccurate in

any material respect or includes any untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; or

(c) The issuer, any officer, director or controlling person of the issuer,
or person performing similar functions, or any underwriter has
been convicted, by a competent judicial or administrative body,
upon plea of guilty, or otherwise, of an offense involving moral
turpitude and/or fraud or is enjoined or restrained by the
Commission or other competent judicial or administrative body for
violations of securities, commodities, and other related laws.

For purposes of this subsection, the term "competent judicial or administrative

body" shall include a foreign court of competent jurisdiction as provided for under the
Rules of Court. DCAEcS

13.2. 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
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 issuer or any other person connected therewith as to its business and affairs.

13.3. If any issuer shall refuse to permit an examination to be made by the

Commission, its refusal shall be ground for the refusal or revocation of the
registration of its securities.

13.4. If the Commission deems it necessary, it may issue an order suspending

the offer and sale of the securities pending any investigation. The order shall state the
grounds for taking such action, but such order of suspension although binding upon
the persons notified thereof, shall be deemed confidential, and shall not be published.
Upon the issuance of the suspension order, no further offer or sale of such security
shall be made until the same is lifted or set aside by the Commission. Otherwise, such
sale shall be void.

13.5. Notice of issuance of such order shall be given to the issuer and every
dealer and broker who shall have notified the Commission of an intention to sell such
security.

13.6. A registration statement may be withdrawn by the issuer only with the
consent of the Commission. EScIAa

SECTION 14. Amendments to the Registration Statement. — 14.1. If

a registration statement is on its face incomplete or inaccurate in any material respect,
the Commission shall issue an order directing the amendment of the registration
statement. Upon compliance with such order, the amended registration statement shall
become effective in accordance with the procedure mentioned in Subsection 12.6
hereof.

14.2. An amendment filed prior to the effective date of the registration

statement shall recommence the forty-five (45) days period within which the
Commission shall act on a registration statement. An amendment filed after the
effective date of the registration statement shall become effective only upon such date
as determined by the Commission.

14.3. If any change occurs in the facts set forth in a registration statement, the
issuer shall file an amendment thereto setting forth the change.

14.4. If, at any time, the Commission finds that a registration statement
contains any false statement or omits to state any fact required to be stated therein or
necessary to make the statements therein not misleading, the Commission may
conduct an examination, and, after due notice and hearing, issue an Order suspending
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 the effectivity of the registration statement. If the statement is duly amended, the
suspension order may be lifted.

14.5. In making such examination the Commission or any officer or officers

designated by it may administer oaths and affirmations and shall have access to, and
may demand the production of, any books, records or documents relevant to the
examination. Failure of the issuer, underwriter, or any other person to cooperate, or
his obstruction or refusal to undergo an examination, shall be a ground for the
issuance of a suspension order.

SECTION 15. Suspension of Registration. — 15.1. If, at any time,

the information contained in the registration statement filed is or has become
misleading, incorrect, inadequate or incomplete in any material respect, or the sale or
offering for sale of the security registered thereunder may work or tend to work a
fraud, the Commission may require from the issuer such further information as may in
its judgment be necessary to enable the Commission to ascertain whether the
registration of such security should be revoked on any ground specified in this Code.
The Commission may also suspend the right to sell and offer for sale such security
pending further investigation, by entering an order specifying the grounds for such
action, and by notifying the issuer, underwriter, dealer or broker known as
participating in such offering.

15.2. The refusal to furnish information required by the Commission may be

a ground for the issuance of an order of suspension pursuant to Subsection 15.1. Upon
the issuance of any such order and notification to the issuer, underwriter, dealer or
broker known as participating in such offering, no further offer or sale of any such
security shall be made until the same is lifted or set aside by the Commission.
Otherwise, such sale shall be void. IEaHSD

15.3. Upon issuance of an order of suspension, the Commission shall conduct

a hearing. If the Commission determines that the sale of any security should be
revoked, it shall issue an order prohibiting sale of such security.

Until the issuance of a final order, the suspension of the right to sell, though
binding upon the persons notified thereof, shall be deemed confidential, and shall not
be published, unless it shall appear that the order of suspension has been violated after
notice. If, however, the Commission finds that the sale of the security will neither be
fraudulent nor result in fraud, it shall forthwith issue an order revoking the order of
suspension, and such security shall be restored to its status as a registered security as
of the date of such order of suspension.

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 CHAPTER IV

Regulation of Pre-Need Plans

SECTION 16. Pre-Need Plans. — No person shall sell or offer for sale to
the public any pre-need plan except in accordance with rules and regulations which
the Commission shall prescribe. Such rules shall regulate the sale of pre-need plans
by, among other things, requiring the registration of pre-need plans, licensing persons
involved in the sale of pre-need plans, requiring disclosures to prospective plan
holders, prescribing advertising guidelines, providing for uniform accounting system,
reports and record keeping with respect to such plans, imposing capital, bonding and
other financial responsibility, and establishing trust funds for the payment of benefits
under such plans. aSTAcH

CHAPTER V

Reportorial Requirements

SECTION 17(9). Periodic and Other Reports of Issuers. — 17.1. Every

issuer satisfying the requirements in Subsection 17.2 hereof shall file with the
Commission:

(a) Within one hundred thirty-five (135) days, after the end of the
issuer's fiscal year, or such other time as the Commission may
prescribe, an annual report which shall include, among others, a
balance sheet, profit and loss statement and statement of cash
flows, for such last fiscal year, certified by an independent
certified public accountant, and a management discussion and
analysis of results of operations; and

(b) Such other periodical reports for interim fiscal periods and current
reports on significant developments of the issuer as the
Commission may prescribe as necessary to keep current
information on the operation of the business and financial
condition of the issuer.

17.2. The reportorial requirements of Subsection 17.1 shall apply to the

following:

(a) An issuer which has sold a class of its securities pursuant to a

registration under Section 12 hereof: Provided, however, That the
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 obligation of such issuer to file reports shall be suspended for any
fiscal year after the year such registration became effective if such
issuer, as of the first day of any such fiscal year, has less than one
hundred (100) holders of such class of securities or such other
number as the Commission shall prescribe and it notifies the
Commission of such; cTACIa

(b) An issuer with a class of securities listed for trading on an

Exchange; and

(c) An issuer with assets of at least Fifty million pesos

(P50,000,000.00) or such other amount as the Commission shall
prescribe, and having two hundred (200) or more holders each
holding at least one hundred (100) shares of a class of its equity
securities: Provided, however, That the obligation of such issuer to
file reports shall be terminated ninety (90) days after notification to
the Commission by the issuer that the number of its holders
holding at least one hundred (100) shares is reduced to less than
one hundred (100).

17.3. Every issuer of a security listed for trading on an Exchange shall file
with the Exchange a copy of any report filed with the Commission under Subsection
17.1 hereof.

17.4. All reports (including financial statements) required to be filed with the
Commission pursuant to Subsection 17.1 hereof shall be in such form, contain such
information and be filed at such times as the Commission shall prescribe, and shall be
in lieu of any periodical or current reports or financial statements otherwise required
to be filed under the Corporation Code.

17.5. Every issuer which has a class of equity securities satisfying any of the
requirements in Subsection 17.2 shall furnish to each holder of such equity security an
annual report in such form and containing such information as the Commission shall
prescribe. DcaECT

17.6. Within such period as the Commission may prescribe preceding the
annual meeting of the holders of any equity security of a class entitled to vote at such
meeting, the issuer shall transmit to such holders an annual report in conformity with
Subsection 17.5.

SECTION 18(10). Reports by Five per centum (5%) Holders of Equity

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 Securities. — 18.1. In every case in which an issuer satisfies the requirements of
Subsection 17.2 hereof, any person who acquires directly or indirectly the beneficial
ownership of more than five per centum (5%) of such class or in excess of such lesser
per centum as the Commission by rule may prescribe, shall, within ten (10) days after
such acquisition or such reasonable time as fixed by the Commission, submit to the
issuer of the security, to the Exchange where the security is traded, and to the
Commission a sworn statement containing the following information and such other
information as the Commission may require in the public interest or for the protection
of investors:

(a) The personal background, identity, residence, and citizenship of,

and the nature of such beneficial ownership by, such person and all
other persons by whom or on whose behalf the purchases are
effected; in the event the beneficial owner is a juridical person, the
lines of business of the beneficial owner shall also be reported;

(b) If the purpose of the purchases or prospective purchases is to

acquire control of the business of the issuer of the securities, any
plans or proposals which such persons may have that will effect a
major change in its business or corporate structure;

(c) The number of shares of such security which are beneficially

owned, and the number of shares concerning which there is a right
to acquire, directly or indirectly, by: (i) such person, and (ii) each
associate of such person, giving the background, identity,
residence, and citizenship of each such associate; and

(d) Information as to any contracts, arrangements, or understanding

with any person with respect to any securities of the issuer
including but not limited to transfer, joint ventures, loan or option
arrangements, puts or calls, guarantees or division of losses or
profits, or proxies naming the persons with whom such contracts,
arrangements, or understanding have been entered into, and giving
the details thereof. SaCDTA

18.2. If any change occurs in the facts set forth in the statements, an
amendment shall be transmitted to the issuer, the Exchange and the Commission.

18.3. The Commission, may permit any person to file in lieu of the statement
required by Subsection 17.1 hereof, a notice stating the name of such person, the
shares of any equity securities subject to Subsection 17.1 which are owned by him,
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 the date of their acquisition and such other information as the Commission may
specify, if it appears to the Commission that such securities were acquired by such
person in the ordinary course of his business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of the issuer nor in
connection with any transaction having such purpose or effect.

CHAPTER VI

Protection of Shareholder Interests

SECTION 19(11). Tender Offers. — 19.1. (a) Any person or group of

persons acting in concert who intends to acquire at least fifteen percent (15%) of any
class of any equity security of a listed corporation or of any class of any equity
security of a corporation with assets of at least Fifty million pesos (P50,000,000.00)
and having two hundred (200) or more stockholders with at least one hundred (100)
shares each or who intends to acquire at least thirty percent (30%) of such equity over
a period of twelve (12) months shall make a tender offer to stockholders by filing
with the Commission a declaration to that effect; and furnish the issuer, a statement
containing such of the information required in Section 17 of this Code as the
Commission may prescribe. Such person or group of persons shall publish all requests
or invitations for tender, or materials making a tender offer or requesting or inviting
letters of such a security. Copies of any additional material soliciting or requesting
such tender offers subsequent to the initial solicitation or request shall contain such
information as the Commission may prescribe, and shall be filed with the
Commission and sent to the issuer not later than the time copies of such materials are
first published or sent or given to security holders.

(b) Any solicitation or recommendation to the holders of such a security to

accept or reject a tender offer or request or invitation for tenders shall be made in
accordance with such rules and regulations as the Commission may prescribe. cEaTHD

(c) Securities deposited pursuant to a tender offer or request or invitation for

tenders may be withdrawn by or on behalf of the depositor at any time throughout the
period that the tender offer remains open and if the securities deposited have not been
previously accepted for payment, and at any time after sixty (60) days from the date
of the original tender offer or request or invitation, except as the Commission may
otherwise prescribe.

(d) Where the securities offered exceed that which a person or group of
persons is bound or willing to take up and pay for, the securities that are subject of the
tender offer shall be taken up as nearly as may be pro rata, disregarding fractions,
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 according to the number of securities deposited by each depositor. The provisions of
this subsection shall also apply to securities deposited within ten (10) days after
notice of an increase in the consideration offered to security holders, as described in
paragraph (e) of this subsection, is first published or sent or given to security holders.

(e) Where any person varies the terms of a tender offer or request or
invitation for tenders before the expiration thereof by increasing the consideration
offered to holders of such securities, such person shall pay the increased consideration
to each security holder whose securities are taken up and paid for whether or not such
securities have been taken up by such person before the variation of the tender offer
or request or invitation.

19.2. It shall be unlawful for any person to make any untrue statement of a
material fact or omit to state any material fact necessary in order to make the
statements made, in the light of the circumstances under which they are made, not
misleading, or to engage in any fraudulent, deceptive, or manipulative acts or
practices, in connection with any tender offer or request or invitation for tenders, or
any solicitation of security holders in opposition to or in favor of any such offer,
request, or invitation. The Commission shall, for the purposes of this subsection,
define and prescribe means reasonably designed to prevent, such acts and practices as
are fraudulent, deceptive, or manipulative. IEDaAc

SECTION 20(12). Proxy Solicitations. — 20.1. Proxies must be issued

and proxy solicitation must be made in accordance with rules and regulations to be
issued by the Commission.

20.2. Proxies must be in writing, signed by the stockholder or his duly

authorized representative and filed before the scheduled meeting with the corporate
secretary.

20.3. Unless otherwise provided in the proxy, it shall be valid only for the
meeting for which it is intended. No proxy shall be valid and effective for a period
longer than five (5) years at one time.

20.4. No broker or dealer shall give any proxy, consent or authorization, in

respect of any security carried for the account of a customer, to a person other than
the customer, without the express written authorization of such customer.

20.5. A broker or dealer who holds or acquires the proxy for at least ten per
centum (10%) or such percentage as the Commission may prescribe of the
outstanding share of the issuer, shall submit a report identifying the beneficial owner
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 within ten (10) days after such acquisition, for its own account or customer, to the
issuer of the security, to the Exchange where the security is traded and to the
Commission. EHTIcD

SECTION 21. Fees for Tender Offers and Certain Proxy Solicitations. —
At the time of filing with the Commission of any statement required under Section 19
for any tender offer or Section 72.2 for issuer repurchases, or Section 20 for proxy or
consent solicitation, the Commission may require that the person making such filing
pay a fee of not more than one-tenth (1/10) of one percentum (1%) of:

21.1. The proposed aggregate purchase price in the case of a transaction

under Sections 20 or 72.2; or

21.2. The proposed payment in cash, and the value of any securities or
property to be transferred in the acquisition, merger or consolidation, or the cash and
value of any securities proposed to be received upon the sale or disposition of such
assets in the case of a solicitation under Section 20. The Commission shall prescribe
by rule diminishing fees in inverse proportion to the value of the aggregate price of
the offering.

SECTION 22. Internal Record Keeping and Accounting Controls. —

Every issuer which has a class of securities that satisfies the requirements of
Subsection 17.2 shall:

22.1. Make and keep books, records, and accounts which, in reasonable detail
accurately and fairly reflect the transactions and dispositions of assets of the issuer;

22.2. Devise and maintain a system of internal accounting controls sufficient

to provide reasonable assurances that: (a) Transactions and access to assets are
pursuant to management authorization; (b) Financial statements are prepared in
conformity with generally accepted accounting principles that are adopted by the
Accounting Standards Council and the rules promulgated by the Commission with
regard to the preparation of financial statements; and (c) Recorded assets are
compared with existing assets at reasonable intervals and differences are reconciled.
aEHIDT

SECTION 23. Transactions of Directors, Officers and Principal

Stockholders. — 23.1. Every person who is directly or indirectly the beneficial
owner of more than ten per centum (10%) of any class of any equity security which
satisfies the requirements of Subsection 17.2, or who is a director or an officer of the
issuer of such security, shall file, at the time either such requirement is first satisfied
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 or within ten days after he becomes such a beneficial owner, director, or officer, a
statement with the Commission and, if such security is listed for trading on an
Exchange, also with the Exchange, of the amount of all equity securities of such
issuer of which he is the beneficial owner, and within ten (10) days after the close of
each calendar month thereafter, if there has been a change in such ownership during
such month, shall file with the Commission, and if such security is listed for trading
on an Exchange, shall also file with the Exchange, a statement indicating his
ownership at the close of the calendar month and such changes in his ownership as
have occurred during such calendar month.

23.2. For the purpose of preventing the unfair use of information which may
have been obtained by such beneficial owner, director, or officer by reason of his
relationship to the issuer, any profit realized by him from any purchase and sale, or
any sale and purchase, of any equity security of such issuer within any period of less
than six (6) months, unless such security was acquired in good faith in connection
with a debt previously contracted, shall inure to and be recoverable by the issuer,
irrespective of any intention of holding the security purchased or of not repurchasing
the security sold for a period exceeding six (6) months. Suit to recover such profit
may be instituted before the Regional Trial Court by the issuer, or by the owner of
any security of the issuer in the name and in behalf of the issuer if the issuer shall fail
or refuse to bring such suit within sixty (60) days after request or shall fail diligently
to prosecute the same thereafter, but no such suit shall be brought more than two (2)
years after the date such profit was realized. This subsection shall not be construed to
cover any transaction where such beneficial owner was not such both at the time of
the purchase and sale, or the sale and purchase, of the security involved, or any
transaction or transactions which the Commission by rules and regulations may
exempt as not comprehended within the purpose of this subsection. CcaDHT

23.3. It shall be unlawful for any such beneficial owner, director, or officer,
directly or indirectly, to sell any equity security of such issuer if the person selling the
security or his principal: (a) Does not own the security sold; or (b) If owning the
security, does not deliver it against such sale within twenty (20) days thereafter, or
does not within five (5) days after such sale deposit it in the mails or other usual
channels of transportation; but no person shall be deemed to have violated this
subsection if he proves that notwithstanding the exercise of good faith he was unable
to make such delivery or deposit within such time, or that to do so would cause undue
inconvenience or expense.

23.4. The provisions of Subsection 23.2 shall not apply to any purchase and
sale, or sale and purchase, and the provisions of Subsection 23.3 shall not apply to
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 any sale, of an equity security not then or thereafter held by him in an investment
account, by a dealer in the ordinary course of his business and incident to the
establishment or maintenance by him of a primary or secondary market, otherwise
than on an Exchange, for such security. The Commission may, by such rules and
regulations as it deems necessary or appropriate in the public interest, define and
prescribe terms and conditions with respect to securities held in an investment
account and transactions made in the ordinary course of business and incident to the
establishment or maintenance of a primary or secondary market.

CHAPTER VII

Prohibitions on Fraud, Manipulation and Insider Trading

SECTION 24(13). Manipulation of Security Prices; Devices and Practices.

— 24.1 It shall be unlawful for any person acting for himself or through a dealer
or broker, directly or indirectly:

(a) To create a false or misleading appearance of active trading in any

listed security traded in an Exchange or any other trading market
(hereafter referred to purposes of this Chapter as "Exchange"):

(i) By effecting any transaction in such security which involves

no change in the beneficial ownership thereof;

(ii) By entering an order or orders for the purchase or sale of

such security with the knowledge that a simultaneous order
or orders of substantially the same size, time and price, for
the sale or purchase of any such security, has or will be
entered by or for the same or different parties; or

(iii) By performing similar act where there is no change in

beneficial ownership. CAcDTI

(b) To effect, alone or with others, a series of transactions in securities

that: (i) Raises their price to induce the purchase of a security,
whether of the same or a different class of the same issuer or of a
controlling, controlled, or commonly controlled company by
others; (ii) Depresses their price to induce the sale of a security,
whether of the same or a different class, of the same issuer or of a
controlling, controlled, or commonly controlled company by
others; or (iii) Creates active trading to induce such a purchase or
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 sale through manipulative devices such as marking the close,
painting the tape, squeezing the float, hype and dump, boiler room
operations and such other similar devices.

(c) To circulate or disseminate information that the price of any

security listed in an Exchange will or is likely to rise or fall
because of manipulative market operations of any one or more
persons conducted for the purpose of raising or depressing the
price of the security for the purpose of inducing the purchase or
sale of such security.

(d) To make false or misleading statement with respect to any material

fact, which he knew or had reasonable ground to believe was so
false or misleading, for the purpose of inducing the purchase or
sale of any security listed or traded in an Exchange. prcd

(e) To effect, either alone or others, any series of transactions for the
purchase and/or sale of any security traded in an Exchange for the
purpose of pegging, fixing or stabilizing the price of such security,
unless otherwise allowed by this Code or by rules of the
Commission.

24.2. No person shall use or employ, in connection with the purchase or sale
of any security any manipulative or deceptive device or contrivance. Neither shall any
short sale be effected nor any stop-loss order be executed in connection with the
purchase or sale of any security except in accordance with such rules and regulations
as the Commission may prescribe as necessary or appropriate in the public interest or
for the protection of investors.

24.3. The foregoing provisions notwithstanding, the Commission, having due

regard to the public interest and the protection of investors, may, by rules and
regulations, allow certain acts or transactions that may otherwise be prohibited under
this Section.

SECTION 25(14). Regulation of Option Trading. — No member of an

Exchange shall, directly or indirectly endorse or guarantee the performance of any
put, call, straddle, option or privilege in relation to any security registered on a
securities exchange.

The terms "put", "call", "straddle", "option", or "privilege" shall not include

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 any registered warrant, right or convertible security. DAEICc

SECTION 26. Fraudulent Transactions. — It shall be unlawful for

any person, directly or indirectly, in connection with the purchase or sale of any
securities to:

26.1. Employ any device, scheme, or artifice to defraud;

26.2. Obtain money or property by means of any untrue statement of a

material fact of any omission to state a material fact necessary in order to make the
statements made, in the light of the circumstances under which they were made, not
misleading; or

26.3. Engage in any act, transaction, practice or course of business which

operates or would operate as a fraud or deceit upon any person.

SECTION 27. Insider's Duty to Disclose When Trading. — 27.1. It

shall be unlawful for an insider to sell or buy a security of the issuer, while in
possession of material information with respect to the issuer or the security that is not
generally available to the public, unless: (a) The insider proves that the information
was not gained from such relationship; or (b) If the other party selling to or buying
from the insider (or his agent) is identified, the insider proves: (i) that he disclosed the
information to the other party, or (ii) that he had reason to believe that the other party
otherwise is also in possession of the information. A purchase or sale of a security of
the issuer made by an insider defined in Subsection 3.8, or such insider's spouse or
relatives by affinity or consanguinity within the second degree, legitimate or
common-law, shall be presumed to have been effected while in possession of material
nonpublic information if transacted after such information came into existence but
prior to dissemination of such information to the public and the lapse of a reasonable
time for the market to absorb such information: Provided, however, That this
presumption shall be rebutted upon a showing by the purchaser or seller that he was
not aware of the material nonpublic information at the time of the purchase or sale.
HTCAED

27.2. For purposes of this Section, information is "material nonpublic" if: (a)
It has not been generally disclosed to the public and would likely affect the market
price of the security after being disseminated to the public and the lapse of a
reasonable time for the market to absorb the information; or (b) would be considered
by a reasonable person important under the circumstances in determining his course
of action whether to buy, sell or hold a security.

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 27.3. It shall be unlawful for any insider to communicate material nonpublic
information about the issuer or the security to any person who, by virtue of the
communication, becomes an insider as defined in Subsection 3.8, where the insider
communicating the information knows or has reason to believe that such person will
likely buy or sell a security of the issuer while in possession of such information.

27.4. a) It shall be unlawful where a tender offer has commenced or is about

to commence for:

(i) Any person (other than the tender offeror) who is in possession of
material nonpublic information relating to such tender offer, to buy
or sell the securities of the issuer that are sought or to be sought by
such tender offer if such person knows or has reason to believe that
the information is nonpublic and has been acquired directly or
indirectly from the tender offeror, those acting on its behalf, the
issuer of the securities sought or to be sought by such tender offer,
or any insider of such issuer; and

(ii) Any tender offeror, those acting on its behalf, the issuer of the
securities sought or to be sought by such tender offer, and any
insider of such issuer to communicate material nonpublic
information relating to the tender offer to any other person where
such communication is likely to result in a violation of Subsection
27.4 (a)(i). SCEHaD

(b) For purposes of this subsection the term "securities of the issuer sought or
to be sought by such tender offer" shall include any securities convertible or
exchangeable into such securities or any options or rights in any of the foregoing
securities.

CHAPTER VIII

Regulation of Securities Market Professionals

SECTION 28(15). Registration of Brokers, Dealers, Salesmen and Associated

Persons. — 28.1. No person shall engage in the business of buying or selling
securities in the Philippines as a broker or dealer, or act as a salesman, or an
associated person of any broker or dealer unless registered as such with the
Commission.

28.2. No registered broker or dealer shall employ any salesman or any

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 associated person, and no issuer shall employ any salesman, who is not registered as
such with the Commission.

28.3. The Commission, by rule or order, may conditionally or unconditionally

exempt from Subsections 28.1 and 28.2 any broker, dealer, salesman, associated
person of any broker or dealer, or any class of the foregoing, as it deems consistent
with the public interest and the protection of investors.

28.4. The Commission shall promulgate rules and regulations prescribing the
qualifications for registration of each category of applicant, which shall, among other
things, require as a condition for registration that:

(a) If a natural person, the applicant satisfactorily pass a written

examination as to his proficiency and knowledge in the area of
activity for which registration is sought;

(b) In the case of a broker or dealer, the applicant satisfy a minimum

net capital as prescribed by the Commission, and provide a bond or
other security as the Commission may prescribe to secure
compliance with the provisions of this Code; and

(c) If located outside of the Philippines, the applicant files a written

consent to service of process upon the Commission pursuant to
Section 65 hereof. DSTCIa

28.5. A broker or dealer may apply for registration by filing with the
Commission a written application in such form and containing such information and
documents concerning such broker or dealer as the Commission by rule shall
prescribe.

28.6. Registration of a salesman or of an associated person of a registered

broker or dealer may be made upon written application filed with the Commission by
such salesman or associated person. The application shall be separately signed and
certified by the registered broker or dealer to which such salesman or associated
person is to become affiliated, or by the issuer in the case of a salesman employed,
appointed or authorized solely by such issuer. The application shall be in such form
and contain such information and documents concerning the salesman or associated
person as the Commission by rule shall prescribe. For purposes of this Section, a
salesman shall not include any employee of an issuer whose compensation is not
determined directly or indirectly on sales of securities of the issuer.

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 28.7. Applications filed pursuant to Subsections 28.5 and 28.6 shall be
accompanied by a registration fee in such reasonable amount prescribed by the
Commission.

28.8. Within thirty (30) days after the filing of any application under this
Section, the Commission shall by order: (a) Grant registration if it determines that the
requirements of this Section and the qualifications for registration set forth in its rules
and regulations have been satisfied; or (b) Deny said registration. TAIaHE

28.9. The names and addresses of all persons approved for registration as
brokers, dealers, associated persons or salesmen and all orders of the Commission
with respect thereto shall be recorded in a Register of Securities Market Professionals
kept in the office of the Commission which shall be open to public inspection.

28.10. Every person registered pursuant to this Section shall file with the
Commission, in such form as the Commission shall prescribe, information necessary
to keep the application for registration current and accurate, including in the case of a
broker or dealer changes in salesmen, associated persons and owners thereof.

28.11. Every person registered pursuant to this Section shall pay to the
Commission an annual fee at such time and in such reasonable amount as the
Commission shall prescribe. Upon notice by the Commission that such annual fee has
not been paid as required, the registration of such person shall be suspended until
payment has been made.

28.12. The registration of a salesman or associated person shall be

automatically terminated upon the cessation of his affiliation with said registered
broker or dealer, or with an issuer in the case of a salesman employed, appointed or
authorized by such issuer. Promptly following any such cessation of affiliation, the
registered broker or dealer, or issuer, as the case may be, shall file with the
Commission a notice of separation of such salesman or associated person. AEIDTc

SECTION 29. Revocation, Refusal or Suspension of Registration of

Brokers, Dealers, Salesmen and Associated Persons. — 29.1. Registration
under Section 28 of this Code may be refused, or any registration granted thereunder
may be revoked, suspended, or limitations placed thereon, by the Commission if, after
due notice and hearing, the Commission determines the applicant or registrant:

(a) Has willfully violated any provision of this Code, any rule,
regulation or order made hereunder, or any other law administered

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 by the Commission, or in the case of a registered broker, dealer or
associated person has failed to supervise, with a view to preventing
such violation, another person who commits such violation;

(b) Has willfully made or caused to be made a materially false or

misleading statement in any application for registration or report
filed with the Commission or a self-regulatory organization, or has
willfully omitted to state any material fact that is required to be
stated therein;

(c) Has failed to satisfy the qualifications or requirements for

registration prescribed under Section 28 and the rules and
regulations of the Commission promulgated thereunder;

(d) Has been convicted, by a competent judicial or administrative body

of an offense involving moral turpitude, fraud, embezzlement,
counterfeiting, theft, estafa, misappropriation, forgery, bribery,
false oath, or perjury, or of a violation of securities, commodities,
banking, real estate or insurance laws; ACIESH

(e) Is enjoined or restrained by a competent judicial or administrative

body from engaging in securities, commodities, banking, real
estate or insurance activities or from willfully violating laws
governing such activities;

(f) Is subject to an order of a competent judicial or administrative

body refusing, revoking or suspending any registration, license or
other permit under this Code, the rules and regulations
promulgated thereunder, any other law administered by the
Commission;

(g) Is subject to an order of a self-regulatory organization suspending

or expelling him from membership or participation therein or from
association with a member or participant thereof;

(h) Has been found by a competent judicial or administrative body to

have willfully violated any provisions of securities, commodities,
banking, real estate or insurance laws, or has willfully aided,
abetted, counseled, commanded, induced or procured such
violation; or

Copyright 2018 CD Technologies Asia, Inc. and Accesslaw, Inc. Philippine Law Encyclopedia First Release 2018 30
 (i) Has been judicially declared insolvent.

For purposes of this subsection, the term "competent judicial or administrative

body" shall include a foreign court of competent jurisdiction and a foreign financial
regulator. TSHEIc

29.2. (a) In cases of charges against a salesman or associated person, notice

thereof shall also be given the broker, dealer or issuer employing such salesman or
associated person.

(b) Pending the hearing, the Commission shall have the power to order the
suspension of such broker's, dealer's, associated person's or salesman's registration:
Provided, That such order shall state the cause for such suspension. Until the entry of
a final order, the suspension of such registration, though binding upon the persons
notified thereof, shall be deemed confidential, and shall not be published, unless it
shall appear that the order of suspension has been violated after notice.

29.3. The order of the Commission refusing, revoking, suspending or placing

limitations on a registration as herein above provided, together with its findings, shall
be entered in the Register of Securities Market Professionals. The suspension or
revocation of the registration of a dealer or broker shall also automatically suspend
the registration of all salesmen and associated persons affiliated with such broker or
dealer.

29.4. It shall be sufficient cause for refusal, revocation or suspension of a

broker's or dealer's registration, if any associated person thereof or any juridical entity
controlled by such associated person has committed any act or omission or is subject
to any disability enumerated in paragraphs (a) through (i) of Subsection 29.1 hereof.
ECSHAD

SECTION 30. Transactions and Responsibility of Brokers and Dealers. —

30.1. No broker or dealer shall deal in or otherwise buy or sell, for its own account or
for the account of customers, securities listed on an Exchange issued by any
corporation where any stockholder, director, associated person or salesman, or
authorized clerk of said broker or dealer and all the relatives of the foregoing within
the fourth civil degree of consanguinity or affinity, is at the time holding office in said
issuer corporation as a director, president, vice-president, manager, treasurer,
comptroller, secretary or any office of trust and responsibility, or is a controlling
person of the issuer.

Copyright 2018 CD Technologies Asia, Inc. and Accesslaw, Inc. Philippine Law Encyclopedia First Release 2018 31
 30.2. No broker or dealer shall effect any transaction in securities or induce or
attempt to induce the purchase or sale of any security except in compliance with such
rules and regulations as the Commission shall prescribe to ensure fair and honest
dealings in securities and provide financial safeguards and other standards for the
operation of brokers and dealers, including the establishment of minimum net capital
requirements, the acceptance of custody and use of securities of customers, and the
carrying and use of deposits and credit balances of customers.

SECTION 31(16). Development of Securities Market Professionals. — The

Commission, in joint undertaking with self regulatory organizations, organizations
and associations of finance professionals as well as private educational and research
institutions shall undertake or facilitate/organize continuing training,
conferences/seminars, updating programs, research and development as well as
technology transfer at the latest and advanced trends in issuance and trading of
securities, derivatives, commodity trades and other financial instruments, as well as
securities markets of other countries.

CHAPTER IX

Exchanges and Other Securities Trading Markets

SECTION 32(17). Prohibition on Use of Unregistered Exchange; Regulation

of Over-the-Counter Markets. — 32.1. No broker, dealer, salesman, associated
person of a broker or dealer, or Exchange, directly or indirectly, shall make use of any
facility of an Exchange in the Philippines to effect any transaction in a security, or to
report such transaction, unless such Exchange is registered as such under Section 33
of this Code. aSDCIE

32.2. (a) No broker, dealer, salesman or associated person of a broker or

dealer, singly or in concert with any other person, shall make, create or operate, or
enable another to make, create or operate, any trading market, otherwise than on a
registered Exchange, for the buying and selling of any security, except in accordance
with rules and regulations the Commission may prescribe.

(b) The Commission may promulgate rules and regulations governing

transactions by brokers, dealers, salesmen or associated persons of a broker or dealer,
over any facilities of such trading market and may require such market to be
administered by a self-regulatory organization determined by the Commission as
capable of insuring the protection of investors comparable to that provided in the case
of a registered Exchange. Such self-regulatory organization must provide a

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 centralized marketplace for trading and must satisfy requirements comparable to those
prescribed for registration of Exchanges in Section 33 of this Code.

SECTION 33(18). Registration of Exchanges. — 33.1. Any Exchange

may be registered as such with the Commission under the terms and conditions
hereinafter provided in this Section and Section 40 hereof, by filing an application for
registration in such form and containing such information and supporting documents
as the Commission by rule shall prescribe, including the following:

(a) An undertaking to comply and enforce compliance by its members

with the provisions of this Code, its implementing rules or
regulations and the rules of the Exchange;

(b) The organizational charts of the Exchange, rules of procedure, and

a list of its officers and members;

(c) Copies of the rules of the Exchange; and

(d) An undertaking that in the event a member firm becomes insolvent

or when the Exchange shall have found that the financial condition
of its member firm has so deteriorated that it cannot readily meet
the demands of its customers for the delivery of securities and/or
payment of sales proceeds, the Exchange shall, upon order of the
Commission, take over the operation of the insolvent member firm
and immediately proceed to settle the member firm's liabilities to
its customers. HTSaEC

33.2. Registration of an Exchange shall be granted upon compliance with the

following provisions:

(a) That the applicant is organized as a stock corporation: Provided,

That any registered Exchange existing prior to the effectivity of
this Code shall within one (1) year reorganize as a stock
corporation pursuant to a demutualization plan approved by the
Commission;

(b) That the applicant is engaged solely in the business of operating an

exchange: Provided, however, That the Commission may adopt
rules, regulations or issue an order, upon application, exempting an
Exchange organized as a stock corporation and owned and
controlled by another juridical person from this restriction.
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 (c) Where the Exchange is organized as a stock corporation, that no
person may beneficially own or control, directly or indirectly,
more than five percent (5%) of the voting rights of the Exchange
and no industry or business group may beneficially own or control,
directly or indirectly, more than twenty percent (20%) of the
voting rights of the Exchange: Provided, however, That the
Commission may adopt rules, regulations or issue an order, upon
application, exempting an applicant from this prohibition where it
finds that such ownership or control will not negatively impact on
the exchange's ability to effectively operate in the public interest.

(d) The expulsion, suspension, or disciplining of a member and

persons associated with a member for conduct or proceeding
inconsistent with just and equitable principles of fair trade, and for
violations of provisions of this Code, or any other Act
administered by the Commission, the rules, regulations and orders
thereunder, or the rules of the Exchange;

(e) A fair procedure for the disciplining of members and persons

associated with members, the denial of membership to any person
seeking to be a member, the barring of any person from association
with a member, and the prohibition or limitation of any person
from access to services offered by the Exchange; CSDcTH

(f) That the brokers in the board of the Exchange shall comprise of not
more than forty-nine percent (49%) of such board and shall
proportionately represent the Exchange membership in terms of
volume/value of trade and paid up capital, and that any natural
person associated with a juridical entity that is a member shall
himself be deemed to be a member for this purpose: Provided,
That any registered Exchange existing prior to the effectivity of
this Code shall immediately comply with this requirement;

(g) For the board of the Exchange to include in its composition (i) the
president of the Exchange, and (ii) no less than fifty one percent
(51%) of the remaining members of the board to be comprised of
three (3) independent directors and persons who represent the
interests of issuers, investors, and other market participants, who
are not associated with any broker or dealer or member of the
Exchange for a period of two (2) years prior to his/her
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 appointment. No officer or employee of a member, its subsidiaries
or affiliates or related interests shall become an independent
director: Provided, however, That the Commission may by rule,
regulation, or order upon application, permit the exchange
organized as a stock corporation to use a different governance
structure: Provided, further, That the Commission is satisfied that
the Exchange is acting in the public interest and is able to
effectively operate as a self-regulatory organization under this
Code: Provided, finally, That any registered exchange existing
prior to the effectivity of this Code shall immediately comply with
this requirement. ASTcaE

(h) The president and other management of the Exchange to consist

only of persons who are not members and are not associated in any
capacity, directly or indirectly with any broker or dealer or
member or listed company of the Exchange: Provided, That the
Exchange may only appoint, and a person may only serve, as an
officer of the exchange if such person has not been a member or
affiliated with any broker, dealer, or member of the Exchange for a
period of at least two (2) years prior to such appointment;

(i) The transparency of transactions on the Exchange;

(j) The equitable allocation of reasonable dues, fees, and other

charges among members and issuers and other persons using any
facility or system which the Exchange operates or controls;

(k) Prevention of fraudulent and manipulative acts and practices,

promotion of just and equitable principles of trade, and, in general,
protection of investors and the public interest; and

(l) The transparent, prompt and accurate clearance and settlement of

transactions effected on the Exchange.

33.3. If the Commission finds that the applicant Exchange is capable of

complying and enforcing compliance by its members, and persons associated with
such members, with the provisions of this Code, its rules and regulations, and the
rules of the Exchange, and that the rules of the Exchange are fair, just and adequate,
the Commission shall cause such Exchange to be registered. If, after notice due and
hearing, the Commission finds otherwise, the application shall be denied. ATcaHS

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 33.4. Within ninety (90) days after the filing of the application the
Commission may issue an order either granting or denying registration as an
Exchange, unless the Exchange applying for registration shall withdraw its
application or shall consent to the Commission's deferring action on its application for
a stated longer period after the date of filing. The filing with the Commission of an
application for registration by an Exchange shall be deemed to have taken place upon
the receipt thereof. Amendments to an application may be made upon such terms as
the Commission may prescribe.

33.5. Upon the registration of an Exchange, it shall pay a fee in such amount
and within such period as the Commission may fix.

33.6. Upon appropriate application in accordance with the rules and

regulations of the Commission and upon such terms as the Commission may deem
necessary for the protection of investors, an Exchange may withdraw its registration
or suspend its operations or resume the same.

SECTION 34(19). Segregation and Limitation of Functions of Members,

Brokers and Dealers. — 34.1. It shall be unlawful for any member-broker of an
Exchange to effect any transaction on such Exchange for its own account, the account
of an associated person, or an account with respect to which it or an associated person
thereof exercises investment discretion: Provided, however, That this Section shall
not make unlawful —

(a) Any transaction by a member-broker acting in the capacity of a

market maker; ETDSAc

(b) Any transaction reasonably necessary to carry on an odd-lot

transactions;

(c) Any transaction to offset a transaction made in error; and

(d) Any other transaction of a similar nature as may be defined by the

Commission.

34.2. In all instances where the member-broker effects a transaction on an

Exchange for its own account or the account of an associated person or an account
with respect to which it exercises investment discretion, it shall disclose to such
customer at or before the completion of the transaction it is acting for its own
account: Provided, further, That this fact shall be reflected in the order ticket and the

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 confirmation slip.

34.3. Any member-broker who violates the provisions of this Section shall be
subject to the administrative sanctions provided in Section 54 of this Code. AScHCD

SECTION 35. Additional Fees of Exchanges. — In addition to the

registration fee prescribed in Section 33 of this Code, every Exchange shall pay to the
Commission, on a semestral basis on or before the tenth day of the end of every
semester of the calendar year, a fee in such an amount as the Commission shall
prescribe, but not more than one-hundredth of one per centum (1%) of the aggregate
amount of the sales of securities transacted on such Exchange during the preceding
calendar year, for the privilege of doing business, during the preceding calendar year
or any part thereof.

SECTION 36. Powers with Respect to Exchanges and Other Trading

Market. — 36.1. The Commission is authorized, if in its opinion such action is
necessary or appropriate for the protection of investors and the public interest so
requires, summarily to suspend trading in any listed security on any Exchange or
other trading market for a period not exceeding thirty (30) days or, with the approval
of the President of the Philippines, summarily to suspend all trading on any securities
Exchange or other trading market for a period of more than thirty (30) but not
exceeding ninety (90) days: Provided, however, That the Commission, promptly
following the issuance of the order of suspension, shall notify the affected issuer of
the reasons for such suspension and provide such issuer with an opportunity for
hearing to determine whether the suspension should be lifted.

36.2. Wherever two (2) or more Exchanges or other trading markets exist, the
Commission may require and enforce uniformity of trading regulations in and/or
between or among said Exchanges or other trading markets.

36.3. In addition to the existing Philippine Stock Exchange, the Commission

shall have the authority to determine the number, size and location of stock
Exchanges, other trading markets and commodity Exchanges and other similar
organizations in the light of national or regional requirements for such activities with
the view to promote, enhance, protect, conserve or rationalize investment. IcHTAa

36.4. The Commission, having due regard to the public interest, the protection
of investors, the safeguarding of securities and funds, and maintenance of fair
competition among brokers, dealers, clearing agencies, and transfer agents, shall
promulgate rules and regulations for the prompt and accurate clearance and settlement

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 of securities transactions.

36.5. (a) The Commission may establish or facilitate the establishment of

trust funds which shall be contributed by Exchanges, brokers, dealers, underwriters,
transfer agents, salesmen and other persons transacting in securities, as the
Commission may require, for the purpose of compensating investors for the
extraordinary losses or damage they may suffer due to business failure or fraud or
mismanagement of the persons with whom they transact, under such rules and
regulations as the Commission may from time to time prescribe or approve in the
public interest.

(b) The Commission may, having due regard to the public interest or the
protection of investors, regulate, supervise, examine, suspend or otherwise
discontinue such and other similar funds under such rules and regulations which the
Commission may promulgate, and which may include taking custody and
management of the fund itself as well as investments in and disbursements from the
funds under such forms of control and supervision by the Commission as it may from
time to time require. The authority granted to the Commission under this subsection
shall also apply to all funds established for the protection of investors, whether
established by the Commission or otherwise.

SECTION 37. Registration of Innovative and Other Trading Markets. —

The Commission, having due regard for national economic development, shall
encourage competitiveness in the market by promulgating within six (6) months upon
the enactment of this Code, rules for the registration and licensing of innovative and
other trading markets or Exchanges covering, but not limited to, the issuance and
trading of innovative securities, securities of small, medium, growth and venture
enterprises, and technology-based ventures pursuant to Section 33 of this Code.

SECTION 38(20). Independent Directors. — Any corporation with a class of

equity securities listed for trading on an Exchange or with assets in excess of Fifty
million pesos (P50,000,000.00) and having two hundred (200) or more holders, at
least of two hundred (200) of which are holding at least one hundred (100) shares of a
class of its equity securities or which has sold a class of equity securities to the public
pursuant to an effective registration statement in compliance with Section 12 hereof
shall have at least two (2) independent directors or such independent directors shall
constitute at least twenty percent (20%) of the members of such board, whichever is
the lesser. For this purpose, an "independent director" shall mean a person other than
an officer or employee of the corporation, its parent or subsidiaries, or any other
individual having a relationship with the corporation, which would interfere with the
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 exercise of independent judgment in carrying out the responsibilities of a director.
HCaIDS

CHAPTER X

Registration, Responsibilities and Oversight of Self-Regulatory Organizations

SECTION 39(21). Associations of Securities Brokers, and Dealers, and Other

Securities Related Organizations. — 39.1. The Commission shall have the
power to register as a self-regulatory organization, or otherwise grant licenses, and to
regulate, supervise, examine, suspend or otherwise discontinue, as a condition for the
operation of organizations whose operations are related to or connected with the
securities market such as but not limited to associations of brokers and dealers,
transfer agents, custodians, fiscal and paying agents, computer services, news
disseminating services, proxy solicitors, statistical agencies, securities rating agencies,
and securities information processors which are engaged in the business of: (a)
Collecting, processing, or preparing for distribution or publication, or assisting,
participating in, or coordinating the distribution or publication of, information with
respect to transactions in or quotations for any security; or (b) Distributing or
publishing, whether by means of a ticker tape, a communications network, a terminal
display device, or otherwise, on a current and continuing basis, information with
respect to such transactions or quotations. The Commission may prescribe rules and
regulations which are necessary or appropriate in the public interest or for the
protection of investors to govern self-regulatory organizations and other organizations
licensed or regulated pursuant to the authority granted in Subsection 39.1 including
the requirement of cooperation within and among, and electronic integration of the
records of, all participants in the securities market to ensure transparency and
facilitate exchange of information. cCAaHD

39.2. An association of brokers and dealers may be registered as a securities

association pursuant to Subsection 39.3 by filing with the Commission an application
for registration in such form as the Commission, by rule, may prescribe containing the
rules of the association and such other information and documents as the
Commission, by rule, may prescribe as necessary or appropriate in the public interest
or for the protection of investors.

39.3. An association of brokers and dealers shall not be registered as a

securities association unless the Commission determines that:

(a) The association is so organized and has the capacity to be able to

carry out the purposes of this Code and to comply with, and to
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 enforce compliance by its members and persons associated with its
members, with the provisions of this Code, the rules and
regulations thereunder, and the rules of the association.

(b) The rules of the association, notwithstanding anything in the

Corporation Code to the contrary, provide that:

(i) Any registered broker or dealer may become a member of

the association;

(ii) There exist a fair representation of its members to serve on

the Board of Directors of the association and in the
administration of its affairs, and that any natural person
associated with a juridical entity that is a member shall
himself be deemed to be a member for this purpose; AIaSTE

(iii) The Board of Directors of the association includes in its

composition: (a) The president of the association and (b)
Persons who represent the interests of issuers and public
investors and are not associated with any broker or dealer or
member of the association; that the president and other
management of the association not be a member or
associated with any broker, dealer or member of the
association;

(iv) For the equitable allocation of reasonable dues, fees, and

other charges among members and issuers and other
persons using any facility or system which the association
operates or controls;

(v) For the prevention of fraudulent and manipulative acts and

practices, the promotion of just and equitable principles of
trade, and, in general, the protection of investors and the
public interest;

(vi) That its members and persons associated with its members
shall be appropriately disciplined for violation of any
provision of this Code, the rules or regulations thereunder,
or the rules of the association;

(vii) That a fair procedure for the disciplining of members and

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 persons associated with members, the denial of membership
to any person seeking membership therein, the barring of
any person from becoming associated with a member
thereof, and the prohibition or limitation by the association
of any person with respect to access to services offered by
the association or a member thereof. aICcHA

39.4. (a) A registered securities association shall deny membership to any

person who is not a registered broker or dealer.

(b) A registered securities association may deny membership to, or condition

the membership of, a registered broker or dealer if such broker or dealer:

(i) Does not meet the standards of financial responsibility, operational

capability, training, experience, or competence that are prescribed
by the rules of the association; or

(ii) Has engaged, and there is a reasonable likelihood it will again

engage, in acts or practices inconsistent with just and equitable
principles of fair trade.

(c) A registered securities association may deny membership to a registered

broker or dealer not engaged in a type of business in which the rules of the association
require members to be engaged: Provided, however, That no registered securities
association may deny membership to a registered broker or dealer by reason of the
amount of business done by the broker or dealer.

A registered securities association may examine and verify the qualifications

of an applicant to become a member in accordance with procedures established by the
rules of the association. HAEDCT

(d) A registered securities association may bar a salesman or person

associated with a broker or dealer from being employed by a member or set
conditions for the employment of a salesman or associated if such person:

(i) Does not meet the standards of training, experience, or competence

that are prescribed by the rules of the association; or

(ii) Has engaged, and there is a reasonable likelihood he will again

engage, in acts or practices inconsistent with just and equitable
principles of fair trade.

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 A registered securities association may examine and verify the qualifications
of an applicant to become a salesman or associated person employed by a member in
accordance with procedures established by the rules of the association. A registered
association also may require a salesman or associated person employed by a member
to be registered with the association in accordance with procedures prescribed in the
rules of the association.

39.5. In any proceeding by a registered securities association to determine

whether a person shall be denied membership, or barred from association with a
member, the association shall provide notice to the person under review of the
specific grounds being considered for denial, afford him an opportunity to defend
against the allegations, and keep a record of the proceedings. A determination by the
association to deny membership shall be supported by a statement setting forth the
specific grounds on which the denial is based.

SECTION 40(22). Powers with Respect to Self-Regulatory Organizations. —

40.1. Upon the filing of an application for registration as an Exchange under Section
33, a registered securities association under Section 39, a registered clearing agency
under Section 42, or other self-regulatory organization under this Section, the
Commission shall have ninety (90) days within which to either grant registration or
institute a proceeding to determine whether registration should be denied. In the event
proceedings are instituted, the Commission shall have two hundred seventy (270)
days within which to conclude such proceedings at which time it shall, by order, grant
or deny such registration.

40.2. Every self-regulatory organization shall comply with the provisions of

this Code, the rules and regulations thereunder, and its own rules, and enforce
compliance therewith, notwithstanding any provision of the Corporation Code to the
contrary, by its members, persons associated with its members or its participants. CHDAaS

40.3. (a) Each self-regulatory organization shall submit to the Commission

for prior approval any proposed rule or amendment thereto, together with a concise
statement of the reason and effect of the proposed amendment.

(b) Within sixty (60) days after submission of a proposed amendment, the
Commission shall, by order, approve the proposed amendment. Otherwise, the same
may be made effective by the self-regulatory organization.

(c) In the event of an emergency requiring action for the protection of

investors, the maintenance of fair and orderly markets, or the safeguarding of

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 securities and funds, a self-regulatory organization may put a proposed amendment
into effect summarily: Provided, however, That a copy of the same shall be
immediately submitted to the Commission.

40.4. The Commission is further authorized, if after making appropriate

request in writing to a self-regulatory organization that such organization effect on its
own behalf specified changes in its rules and practices and, after due notice and
hearing it determines that such changes have not been effected, and that such changes
are necessary, by rule or regulation or by order, may alter, abrogate or supplement the
rules of such self-regulatory organization in so far as necessary or appropriate to
effect such changes in respect of such matters as:

(a) Safeguards in respect of the financial responsibility of members

and adequate provision against the evasion of financial
responsibility through the use of corporate forms or special
partnerships; TSaEcH

(b) The supervision of trading practices;

(c) The listing or striking from listing of any security;

(d) Hours of trading;

(e) The manner, method, and place of soliciting business;

(f) Fictitious accounts;

(g) The time and method of making settlements, payments, and

deliveries, and of closing accounts;

(h) The transparency of securities transactions and prices;

(i) The fixing of reasonable rates of fees, interest, listing and other
charges, but not rates of commission;

(j) Minimum units of trading;

(k) Odd-lot purchases and sales; DIETHS

(l) Minimum deposits on margin accounts; and

(m) The supervision, auditing and disciplining of members or

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 participants.

40.5. The Commission, after due notice and hearing, is authorized, in the
public interest and to protect investors:

(a) To suspend for a period not exceeding twelve (12) months or to

revoke the registration of a self-regulatory organization, or to
censure or impose limitations on the activities, functions, and
operations of such self-regulatory organization, if the Commission
finds that such a self-regulatory organization has willfully violated
or is unable to comply with any provision of this Code or of the
rules and regulations thereunder, or its own rules, or has failed to
enforce compliance therewith by a member of, person associated
with a member, or a participant in such self-regulatory
organization;

(b) To expel from a self-regulatory organization any member thereof

or any participant therein who is subject to an order of the
Commission under Section 29 of this Code or is found to have
willfully violated any provision of this Code or suspend for a
period not exceeding twelve (12) months for violation of any
provision of this Code or any other laws administered by the
Commission, or the rules and regulations thereunder, or effected,
directly or indirectly, any transaction for any person who, such
member or participant had reason to believe, was violating in
respect of such transaction any of such provisions; and

(c) To remove from office or censure any officer or director of a

self-regulatory organization if it finds that such officer or director
has violated any provision of this Code, any other law
administered by the Commission, the rules or regulations
thereunder, or the rules of such self-regulatory organization,
abused his authority, or without reasonable justification or excuse
has failed to enforce compliance with any of such provisions. EAaHTI

40.6. (a) A self-regulatory organization is authorized to discipline a member

of or participant in such self-regulatory organization, or any person associated with a
member, including the suspension or expulsion of such member or participant, and
the suspension or bar from being associated with a member, if such person has
engaged in acts or practices inconsistent with just and equitable principles of fair

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 trade or in willful violation of any provision of the Code, any other law administered
by the Commission, the rules or regulations thereunder, or the rules of the
self-regulatory organization. In any disciplinary proceeding by a self-regulatory
organization (other than a summary proceeding pursuant to paragraph (b) of this
subsection) the self-regulatory organization shall bring specific charges, provide
notice to the person charged, afford the person charged with an opportunity to defend
against the charges, and keep a record of the proceedings. A determination to impose
a disciplinary sanction shall be supported by a written statement of the offense, a
summary of the evidence presented and a statement of the sanction imposed.

(b) A self-regulatory organization may summarily: (i) Suspend a member,

participant or person associated with a member who has been or is expelled or
suspended from any other self-regulatory organization; or (ii) Suspend a member who
the self-regulatory organization finds to be in such financial or operating difficulty
that the member or participant cannot be permitted to continue to do business as a
member with safety to investors, creditors, other members, participants or the
self-regulatory organization: Provided, That the self-regulatory organization
immediately notifies the Commission of the action taken. Any person aggrieved by a
summary action pursuant to this paragraph shall be promptly afforded an opportunity
for a hearing by the association in accordance with the provisions of paragraph (a) of
this subsection. The Commission, by order, may stay a summary action on its own
motion or upon application by any person aggrieved thereby, if the Commission
determines summarily or after due notice and hearing (which hearing may consist
solely of the submission of affidavits or presentation of oral arguments) that a stay is
consistent with the public interest and the protection of investors. cSaATC

40.7. A self-regulatory organization shall promptly notify the Commission of

any disciplinary sanction on any member thereof or participant therein, any denial of
membership or participation in such organization, or the imposition of any
disciplinary sanction on a person associated with a member or a bar of such person
from becoming so associated. Within thirty (30) days after such notice, any aggrieved
person may appeal to the Commission from, or the Commission on its own motion
within such period, may institute review of, the decision of the self-regulatory
organization, at the conclusion of which, after due notice and hearing (which may
consist solely of review of the record before the self-regulatory organization), the
Commission shall affirm, modify or set aside the sanction. In such proceeding the
Commission shall determine whether the aggrieved person has engaged or omitted to
engage in the acts and practices as found by the self-regulatory organization, whether
such acts and practices constitute willful violations of this Code, any other law
administered by the Commission, the rules or regulations thereunder, or the rules of
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 the self-regulatory organization as specified by such organization, whether such
provisions were applied in a manner consistent with the purposes of this Code, and
whether, with due regard for the public interest and the protection of investors the
sanction is excessive or oppressive.

40.8. The powers of the Commission under this section shall apply to
organized exchanges and registered clearing agencies.

CHAPTER XI

Acquisition and Transfer of Securities and Settlement of Transactions in Securities

SECTION 41. Prohibition on Use of Unregistered Clearing Agency. — It

shall be unlawful for any broker, dealer, salesman, associated person of a broker or
dealer, or clearing agency, directly or indirectly, to make use of any facility of a
clearing agency in the Philippines to make deliveries in connection with transactions
in securities or to reduce the number of settlements of securities transactions or to
allocate securities settlement responsibilities or to provide for the central handling of
securities so that transfers, loans and pledges and similar transactions can be made by
bookkeeping entry or otherwise to facilitate the settlement of securities transactions
without physical delivery of securities certificates, unless such clearing agency is
registered as such under Section 42 of this Code or is exempted from such registration
upon application by the clearing agency because, in the opinion of the Commission,
by reason of the limited volume of transactions which are settled using the clearing
agency, it is not practicable and not necessary or appropriate in the public interest or
for the protection of investors to require such registration. aESIHT

SECTION 42. Registration of Clearing Agencies. — 42.1. Any clearing

agency may be registered as such with the Commission under the terms and
conditions hereinafter provided in this Section, by filing an application for registration
in such form and containing such information and supporting documents as the
Commission by rule shall prescribe, including the following:

(a) An undertaking to comply and enforce compliance by its

participants with the provisions of this Code, and any amendment
thereto, and the implementing rules or regulations made or to be
made thereunder, and the clearing agency's rules;

(b) The organizational charts of the Exchange, its rules of procedure,

and a list of its officers and participants;

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 (c) Copies of the clearing agency's rules.

42.2. No registration of a clearing agency shall be granted unless the rules of

the clearing agency include provision for:

(a) The expulsion, suspension, or disciplining of a participant for

violations of this Code, or any other Act administered by the
Commission, the rules, regulations, and orders thereunder, or the
clearing agency's rules; HCacTI

(b) A fair procedure for the disciplining of participants, the denial of

participation rights to any person seeking to be a participant, and
the prohibition or limitation of any person from access to services
offered by the clearing agency;

(c) The equitable allocation of reasonable dues, fees, and other

charges among participants;

(d) Prevention of fraudulent and manipulative acts and practices,

promotion of just and equitable principles of trade, and, in general,
protection of investors and the public interest;

(e) The transparent, prompt and accurate clearance and settlement of

transactions in securities handled by the clearing agency; and

(f) The establishment and oversight of a fund to guarantee the prompt

and accurate clearance and settlement of transactions executed on
an exchange, including a requirement that members each
contribute an amount based on their volume and a relevant
percentage of the daily exposure of the four (4) largest trading
brokers which adequately reflects trading risks undertaken or
pursuant to another formula set forth in Commission rules or
regulations or order, upon application: Provided, however, That a
clearing agency engaged in the business of a securities depository
shall be exempt from this requirement.

42.3. In the case of an application filed pursuant to this Section, the

Commission shall grant registration if it finds that the requirements of this Code and
the rules and regulations thereunder with respect to the applicant have been satisfied,
and shall deny registration if it does not make such finding.

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 42.4. Upon appropriate application in accordance with the rules and
regulations of the Commission and upon such terms as the Commission may deem
necessary for the protection of investors, a clearing agency may withdraw its
registration or suspend its operation or resume the same.

42.5. Section 32 of this Code shall apply to every registered clearing agency.
cDTaSH

SECTION 43. Uncertificated Securities. — Notwithstanding Section 63 of

the Corporation Code of the Philippines: 43.1. A corporation whose securities
are registered pursuant to this Code or listed on a securities Exchange may:

(a) If so resolved by its Board of Directors and agreed by a

shareholder, investor or securities intermediary, issue shares to, or
record the transfer of some or all of its shares into the name of said
shareholders, investors or, securities intermediary in the form of
uncertificated securities. The use of uncertificated securities in
these circumstances shall be without prejudice to the rights of the
securities intermediary subsequently to require the corporation to
issue a certificate in respect of any shares recorded in its name; and

(b) If so provided in its articles of incorporation and by-laws, issue all

of the shares of a particular class in the form of uncertificated
securities and subject to a condition that investors may not require
the corporation to issue a certificate in respect of any shares
recorded in their name.

43.2. The Commission by rule may allow other corporations to provide in

their articles of incorporation and by-laws for the use of uncertificated securities. DHcSIT

43.3. Transfers of securities, including an uncertificated securities, may be

validly made and consummated by appropriate book-entries in the securities accounts
maintained by securities intermediaries, or in the stock and transfer book held by the
corporation or the stock transfer agent and such bookkeeping entries shall be binding
on the parties to the transfer. A transfer under this subsection has the effect of the
delivery of a security in bearer form or duly indorsed in blank representing the
quantity or amount of security or right transferred, including the unrestricted
negotiability of that security by reason of such delivery. However, transfer of
uncertificated shares shall only be valid, so far as the corporation is concerned, when
a transfer is recorded in the books of the corporation so as to show the names of the

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 parties to the transfer and the number of shares transferred.

However, nothing in this Code shall preclude compliance by banking and other
institutions under the supervision of the Bangko Sentral ng Pilipinas and their
stockholders with the applicable ceilings on shareholdings prescribed under pertinent
banking laws and regulations.

SECTION 44. Evidentiary Value of Clearing Agency Record. — The

official records and book entries of a clearing agency shall constitute the best
evidence of such transactions between clearing agency and its participants and
members, without prejudice to the right of participants' or members' clients to prove
their rights, title and entitlement with respect to the book-entry security holdings of
the participants or members held on behalf of the clients. However, the corporation
shall not be bound by the foregoing transactions unless the corporate secretary is duly
notified in such manner as the Commission may provide.

SECTION 45. Pledging a Security or Interest Therein. — In addition to

other methods recognized by law, a pledge of, or release of a pledge of, a security,
including an uncertificated security, is properly constituted and the instrument
proving the right pledged shall be considered delivered to the creditor under Articles
2093 and 2095 of the Civil Code if a securities intermediary indicates by
book-entry that such security has been credited to a specially designated pledge
account in favor of the pledgee. A pledge under this subsection has the effect of the
delivery of a security in bearer form or duly indorsed in blank representing the
quantity or amount of such security or right pledged. In the case of a registered
clearing agency, the procedures by which, and the exact time at which, such
book-entries are created shall be governed by the registered clearing agency's rules.
However, the corporation shall not be bound by the foregoing transactions unless the
corporate secretary is duly notified in such manner as the Commission may provide.

SECTION 46. Issuer's Responsibility for Wrongful Transfer to Registered

Clearing Agency. — The registration of a transfer of a security into the name of and
by a registered clearing agency or its nominee shall be final and conclusive unless the
clearing agency had notice of an adverse claim before the registration was made. The
above provision shall be without prejudice to any rights which the claimant may have
against the issuer for wrongful registration in such circumstances. cTaDHS

SECTION 47. Power of the Commission With Respect to Securities

Ownership. — The Commission is authorized, having due regard to the public interest

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 and the protection of investors, to promulgate rules and regulations which:

47.1. Validate the transfer of securities by book-entries rather than the

delivery of physical certificates;

47.2. Establish when a person acquires a security or an interest therein and

when delivery of a security to a purchaser occurs;

47.3. Establish which records constitute the best evidence of a person's

interests in a security and the effect of any errors in electronic records of ownership;

47.4. Codify the rights of investors who choose to hold their securities
indirectly through a registered clearing agency and/or other securities intermediaries;
cDAISC

47.5. Codify the duties of securities intermediaries (including clearing

agencies) who hold securities on behalf of investors; and

47.6. Give first priority to any claims of a registered clearing agency against a
participant arising from a failure by the participant to meet its obligations under the
clearing agency's rules in respect of the clearing and settlement of transactions in
securities, in a dissolution of the participant, and any such rules and regulations shall
bind the issuers of the securities, investors in the securities, any third parties with
interests in the securities, and the creditors of a participant of a registered clearing
agency.

CHAPTER XII

Margin and Credit

SECTION 48. Margin Requirements. — 48.1. For the purpose of

preventing the excessive use of credit for the purchase or carrying of securities, the
Commission, in accordance with the credit and monetary policies that may be
promulgated from time to time by the Monetary Board of the Bangko Sentral ng
Pilipinas, shall prescribe rules and regulations with respect to the amount of credit
that may be extended on any security. For the extension of credit, such rules and
regulations shall be based upon the following standard:

An amount not greater than whichever is the higher of —

(a) Sixty-five per centum (65%) of the current market price of the

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 security, or

(b) One hundred per centum (100%) of the lowest market price of the
security during the preceding thirty-six (36) calendar months, but
not more than seventy-five per centum (75%) of the current market
price. HcACST

However, the Monetary Board may increase or decrease the above

percentages, in order to achieve the objectives of the Government with due regard for
promotion of the economy and prevention of the use of excessive credit.

Such rules and regulations may make appropriate provision with respect to the
carrying of undermargined accounts for limited periods and under specified
conditions; the withdrawal of funds or securities; the transfer of accounts from one
lender to another; special or different margin requirements for delayed deliveries,
short sales, arbitrage transactions, and securities to which letter (b) of the second
paragraph of this subsection does not apply; the bases and the methods to be used in
calculating loans, and margins and market prices; and similar administrative
adjustments and details.

48.2. No member of an Exchange or broker or dealer shall, directly or

indirectly, extend or maintain credit or arrange for the extension or maintenance of
credit to or for any customer:

(a) On any security unless such credit is extended and maintained in

accordance with the rules and regulations which the Commission
shall prescribe under this Section including rules setting credit in
relation to net capital of such member, broker or dealer; and

(b) Without collateral or on any collateral other than securities, except

(i) to maintain a credit initially extended in conformity with the
rules and regulations of the Commission and (ii) in cases where the
extension or maintenance of credit is not for the purpose of
purchasing or carrying securities or of evading or circumventing
the provisions of paragraph (a) of this subsection. cDCaTH

48.3. Any person not subject to Subsection 48.2 hereof shall extend or
maintain credit or arrange for the extension or maintenance of credit for the purpose
of purchasing or carrying any security, only in accordance with such rules and
regulations as the Commission shall prescribe to prevent the excessive use of credit
for the purchasing or carrying of or trading in securities in circumvention of the other
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 provisions of this Section. Such rules and regulations may impose upon all loans
made for the purpose of purchasing or carrying securities limitations similar to those
imposed upon members, brokers, or dealers by Subsection 48.2 and the rules and
regulations thereunder. This subsection and the rules and regulations thereunder shall
not apply:

(a) To a credit extension made by a person not in the ordinary course

of business;

(b) To a loan to a dealer to aid in the financing of the distribution of

securities to customers not through the medium of an Exchange; or

(c) To such other credit extension as the Commission shall exempt

from the operation of this subsection and the rules and regulations
thereunder upon specified terms and conditions or for stated
period. cDTCIA

SECTION 49. Restrictions on Borrowings by Members, Brokers, and

Dealers. — It shall be unlawful for any registered broker or dealer, or member
of an Exchange, directly or indirectly:

49.1. To permit in the ordinary course of business as a broker or dealer his

aggregate indebtedness including customers' credit balances, to exceed such
percentage of the net capital (exclusive of fixed assets and value of Exchange
membership) employed in the business, but not exceeding in any case two thousand
percentum (2,000%), as the Commission may by rules and regulations prescribe as
necessary or appropriate in the public interest or for the protection of investors.

49.2. To pledge, mortgage, or otherwise encumber or arrange for the pledge,

mortgage or encumbrance of any security carried for the account of any customer
under circumstances: (a) That will permit the commingling of his securities, without
his written consent, with the securities of any customer; (b) That will permit such
securities to be commingled with the securities of any person other than a bona fide
customer; or (c) That will permit such securities to be pledged, mortgaged or
encumbered, or subjected to any lien or claim of the pledgee, for a sum in excess of
the aggregate indebtedness of such customers in respect of such securities. However,
the Commission, having due regard to the protection of investors, may, by rules and
regulations, allow certain transactions that may otherwise be prohibited under this
subsection.

49.3. To lend or arrange for the lending of any security carried for the account
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 of any customer without the written consent of such customer or in contravention of
such rules and regulations as the Commission shall prescribe.

SECTION 50(23). Enforcement of Margin Requirements and Restrictions on

Borrowing. — To prevent indirect violations of the margin requirements under
Section 48, the broker or dealer shall require the customer in non-margin transactions
to pay the price of the security purchased for his account within such period as the
Commission may prescribe, which shall in no case exceed the prescribed settlement
date. Otherwise, the broker shall sell the security purchased starting on the next
trading day but not beyond ten (10) trading days following the last day for the
customer to pay such purchase price, unless such sale cannot be effected within said
period for justifiable reasons. The sale shall be without prejudice to the right of the
broker or dealer to recover any deficiency from the customer. To prevent indirect
violation of the restrictions on borrowings under Section 49, the broker shall, unless
otherwise directed by the customer, pay the net sales price of the securities sold for a
customer within the same period as above prescribed by the Commission: Provided,
That the customer shall be required to deliver the instruments evidencing the
securities as a condition for such payment upon demand by the broker. STIEHc

CHAPTER XIII

General Provisions

SECTION 51. Liabilities of Controlling Persons, Aider and Abettor and

Other Secondary Liability. — 51.1. Every person who, by or through stock
ownership, agency, or otherwise, or in connection with an agreement or
understanding with one or more other persons, controls any person liable under this
Code or the rules or regulations of the Commission thereunder, shall also be liable
jointly and severally with and to the same extent as such controlled persons to any
person to whom such controlled person is liable, unless the controlling person proves
that, despite the exercise of due diligence on his part, he has no knowledge of the
existence of the facts by reason of which the liability of the controlled person is
alleged to exist.

51.2. It shall be unlawful for any person, directly or indirectly, to do any act
or thing which it would be unlawful for such person to do under the provisions of this
Code or any rule or regulation thereunder.

51.3. It shall be unlawful for any director or officer of, or any owner of any
securities issued by, any issuer required to file any document, report or other
information under this Code or any rule or regulation of the Commission thereunder,
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 without just cause, to hinder, delay or obstruct the making or filing of any such
document, report, or information.

51.4. It shall be unlawful for any person to aid, abet, counsel, command,
induce or procure any violation of this Code, or any rule, regulation or order of the
Commission thereunder. SEHDIC

51.5. Every person who substantially assists the act or omission of any person
primarily liable under Sections 57, 58, 59 and 60 of this Code, with knowledge or in
reckless disregard that such act or omission is wrongful, shall be jointly and severally
liable as an aider and abettor for damages resulting from the conduct of the person
primarily liable: Provided, however, That an aider and abettor shall be liable only to
the extent of his relative contribution in causing such damages in comparison to that
of the person primarily liable, or the extent to which the aider and abettor was
unjustly enriched thereby, whichever is greater.

SECTION 52(24). Accounts and Records, Reports, Examination of Exchanges,

Members, and Others. — 52.1. Every registered Exchange, broker or dealer,
transfer agent, clearing agency, securities association, and other self-regulatory
organization, and every other person required to register under this Code, shall make,
keep and preserve for such periods, records, furnish such copies thereof, and make
such reports, as the Commission by its rules and regulations may prescribe. Such
accounts, correspondence, memoranda, papers, books, and other records shall be
subject at any time to such reasonable periodic, special or other examinations by
representatives of the Commission as the Commission may deem necessary or
appropriate in the public interest or for the protection of investors.

52.2. Any broker, dealer or other person extending credit, who is subject to
the rules and regulations prescribed by the Commission pursuant to this Code, shall
make such reports to the Commission as may be necessary or appropriate to enable it
to perform the functions conferred upon it by this Code.

52.3. For purposes of this Section, the term "records" refers to accounts,
correspondence, memoranda, tapes, discs, papers, books and other documents or
transcribed information of any type, whether written or electronic in character. IDaEHS

SECTION 53. Investigations, Injunctions and Prosecution of Offenses.

— 53.1. The Commission may, in its discretion, make such investigations as it
deems necessary to determine whether any person has violated or is about to violate
any provision of this Code, any rule, regulation or order thereunder, or any rule of an
Exchange, registered securities association, clearing agency, other self-regulatory
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 organization, and may require or permit any person to file with it a statement in
writing, under oath or otherwise, as the Commission shall determine, as to all facts
and circumstances concerning the matter to be investigated. The Commission may
publish information concerning any such violations, and to investigate any fact,
condition, practice or matter which it may deem necessary or proper to aid in the
enforcement of the provisions of this Code, in the prescribing of rules and regulations
thereunder, or in securing information to serve as a basis for recommending further
legislation concerning the matters to which this Code relates: Provided, however,
That any person requested or subpoenaed to produce documents or testify in any
investigation shall simultaneously be notified in writing of the purpose of such
investigation: Provided, further, That all criminal complaints for violations of this
Code, and the implementing rules and regulations enforced or administered by the
Commission shall be referred to the Department of Justice for preliminary
investigation and prosecution before the proper court: Provided, furthermore, That in
instances where the law allows independent civil or criminal proceedings of
violations arising from the same act, the Commission shall take appropriate action to
implement the same: Provided, finally, That the investigation, prosecution, and trial
of such cases shall be given priority.

53.2. For the purpose of any such investigation, or any other proceeding
under this Code, the Commission or any officer designated by it is empowered to
administer oaths and affirmations, subpoena witnesses, compel attendance, take
evidence, require the production of any book, paper, correspondence, memorandum,
or other record which the Commission deems relevant or material to the inquiry, and
to perform such other acts necessary in the conduct of such investigation or
proceedings.

53.3. Whenever it shall appear to the Commission that any person has
engaged or is about to engage in any act or practice constituting a violation of any
provision of this Code, any rule, regulation or order thereunder, or any rule of an
Exchange, registered securities association, clearing agency or other self-regulatory
organization, it may issue an order to such person to desist from committing such act
or practice: Provided, however, That the Commission shall not charge any person
with violation of the rules of an Exchange or other self-regulatory organization unless
it appears to the Commission that such Exchange or other self-regulatory organization
is unable or unwilling to take action against such person. After finding that such
person has engaged in any such act or practice and that there is a reasonable
likelihood of continuing, further or future violations by such person, the Commission
may issue ex-parte a cease and desist order for a maximum period of ten (10) days,
enjoining the violation and compelling compliance with such provision. The
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 Commission may transmit such evidence as may be available concerning any
violation of any provision of this Code, or any rule, regulation or order thereunder, to
the Department of Justice, which may institute the appropriate criminal proceedings
under this Code. aHDTAI

53.4. Any person who, within his power but without cause, fails or refuses to
comply with any lawful order, decision or subpoena issued by the Commission under
Subsection 53.2 or Subsection 53.3 or Section 64 of this Code, shall after due notice
and hearing, be guilty of contempt of the Commission. Such person shall be fined in
such reasonable amount as the Commission may determine, or when such failure or
refusal is a clear and open defiance of the Commission's order, decision or subpoena,
shall be detained under an arrest order issued by the Commission, until such order,
decision or subpoena is complied with.

SECTION 54. Administrative Sanctions. — 54.1. If, after due notice

and hearing, the Commission finds that: (a) There is a violation of this Code, its rules,
or its orders; (b) Any registered broker or dealer, associated person thereof has failed
reasonably to supervise, with a view to preventing violations, another person subject
to supervision who commits any such violation; (c) Any registrant or other person
has, in a registration statement or in other reports, applications, accounts, records or
documents required by law or rules to be filed with the Commission, made any untrue
statement of a material fact, or omitted to state any material fact required to be stated
therein or necessary to make the statements therein not misleading; or, in the case of
an underwriter, has failed to conduct an inquiry with reasonable diligence to insure
that a registration statement is accurate and complete in all material respects; or (d)
Any person has refused to permit any lawful examinations into its affairs, it shall, in
its discretion, and subject only to the limitations hereinafter prescribed, impose any or
all of the following sanctions as may be appropriate in light of the facts and
circumstances:

(i) Suspension, or revocation of any registration for the offering of

securities;

(ii) A fine of no less than Ten thousand pesos (P10,000.00) nor more
than One million pesos (P1,000,000.00) plus not more than Two
thousand pesos (P2,000.00) for each day of continuing violation;

(iii) In the case of a violation of Sections 19.2, 20, 24, 26 and 27,
disqualification from being an officer, member of the Board of
Directors, or person performing similar functions, of an issuer

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 required to file reports under Section 17 of this Code or any other
act, rule or regulation administered by the Commission; HcSDIE

(iv) In the case of a violation of Section 34, a fine of no more than

three (3) times the profit gained or loss avoided as a result of the
purchase, sale or communication proscribed by such Section; and

(v) Other penalties within the power of the Commission to impose.

54.2. The imposition of the foregoing administrative sanctions shall be

without prejudice to the filing of criminal charges against the individuals responsible
for the violation.

54.3. The Commission shall have the power to issue writs of execution to
enforce the provisions of this Section and to enforce payment of the fees and other
dues collectible under this Code.

SECTION 55(25). Settlement Offers. — 55.1. At any time, during an

investigation or proceeding under this Code, parties being investigated and/or charged
may propose in writing an offer of settlement with the Commission.

55.2. Upon receipt of such offer of settlement, the Commission may consider
the offer based on timing, the nature of the investigation or proceeding, and the public
interest. IaAScD

55.3. The Commission may only agree to a settlement offer based on its
findings that such settlement is in the public interest. Any agreement to settle shall
have no legal effect until publicly disclosed. Such decision may be made without a
determination of guilt on the part of the person making the offer.

55.4. The Commission shall adopt rules and procedures governing the filing,
review, withdrawal, form of rejection and acceptance of such offers.

SECTION 56. Civil Liabilities on Account of False Registration Statement.

— 56.1. Any person acquiring a security, the registration statement of which or
any part thereof contains on its effectivity an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to make such
statements not misleading, and who suffers damage, may sue and recover damages
from the following enumerated persons, unless it is proved that at the time of such
acquisition he knew of such untrue statement or omission:

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 (a) The issuer and every person who signed the registration statement;

(b) Every person who was a director of, or any other person
performing similar functions, or a partner in, the issuer at the time
of the filing of the registration statement or any part, supplement or
amendment thereof with respect to which his liability is asserted;

(c) Every person who is named in the registration statement as being

or about to become a director of, or a person performing similar
functions, or a partner in, the issuer and whose written consent
thereto is filed with the registration statement;

(d) Every auditor or auditing firm named as having certified any

financial statements used in connection with the registration
statement or prospectus. HCacTI

(e) Every person who, with his written consent, which shall be filed
with the registration statement, has been named as having prepared
or certified any part of the registration statement, or as having
prepared or certified any report or valuation which is used in
connection with the registration statement, with respect to the
statement, report, or valuation, which purports to have been
prepared or certified by him.

(f) Every selling shareholder who contributed to and certified as to the

accuracy of a portion of the registration statement, with respect to
that portion of the registration statement which purports to have
been contributed by him.

(g) Every underwriter with respect to such security.

56.2. If the person who acquired the security did so after the issuer has made
generally available to its security holders an income statement covering a period of at
least twelve (12) months beginning from the effective date of the registration
statement, then the right of recovery under this subsection shall be conditioned on
proof that such person acquired the security relying upon such untrue statement in the
registration statement or relying upon the registration statement and not knowing of
such income statement, but such reliance may be established without proof of the
reading of the registration statement by such person. DcITHE

SECTION 57. Civil Liabilities Arising in Connection with Prospectus,

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 Communications and Reports. — 57.1. Any person who:

(a) Offers to sell or sells a security in violation of Chapter III, or

(b) Offers to sell or sells a security, whether or not exempted by the

provisions of this Code, by the use of any means or instruments of
transportation or communication, by means of a prospectus or
other written or oral communication, which includes an untrue
statement of a material fact or omits to state a material fact
necessary in order to make the statements, in the light of the
circumstances under which they were made, not misleading (the
purchaser not knowing of such untruth or omission), and who shall
fail in the burden of proof that he did not know, and in the exercise
of reasonable care could not have known, of such untruth or
omission, shall be liable to the person purchasing such security
from him, who may sue to recover the consideration paid for such
security with interest thereon, less the amount of any income
received thereon, upon the tender of such security, or for damages
if he no longer owns the security.

57.2. Any person who shall make or cause to be made any statement in any
report, or document filed pursuant to this Code or any rule or regulation thereunder,
which statement was at the time and in the light of the circumstances under which it
was made false or misleading with respect to any material fact, shall be liable to any
person who, not knowing that such statement was false or misleading, and relying
upon such statements shall have purchased or sold a security at a price which was
affected by such statement, for damages caused by such reliance, unless the person
sued shall prove that he acted in good faith and had no knowledge that such statement
was false or misleading.

SECTION 58. Civil Liability for Fraud in Connection with Securities

Transactions. — Any person who engages in any act or transaction in violation of
Sections 19.2, 20 or 26, or any rule or regulation of the Commission thereunder, shall
be liable to any other person who purchases or sells any security, grants or refuses to
grant any proxy, consent or authorization, or accepts or declines an invitation for
tender of a security, as the case may be, for the damages sustained by such other
person as a result of such act or transaction. SCETHa

SECTION 59. Civil Liability for Manipulation of Security Prices. — Any

person who willfully participates in any act or transaction in violation of Section 24

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 shall be liable to any person who shall purchase or sell any security at a price which
was affected by such act or transaction, and the person so injured may sue to recover
the damages sustained as a result of such act or transaction.

SECTION 60. Civil Liability with Respect to Commodity Futures

Contracts and Pre-need Plans. — 60.1. Any person who engages in any act or
transaction in willful violation of any rule or regulation promulgated by the
Commission under Section 11 or 16, which the Commission denominates at the time
of issuance as intended to prohibit fraud in the offer and sale of pre-need plans or to
prohibit fraud, manipulation, fictitious transactions, undue speculation, or other unfair
or abusive practices with respect to commodity future contracts, shall be liable to any
other person sustaining damage as a result of such act or transaction.

60.2. As to each such rule or regulation so denominated, the Commission by

rule shall prescribe the elements of proof required for recovery and any limitations on
the amount of damages that may be imposed.

SECTION 61. Civil Liability on Account of Insider Trading. — 61.1. Any

insider who violates Subsection 27.1 and any person in the case of a tender offer who
violates Subsection 27.4 (a)(i), or any rule or regulation thereunder, by purchasing or
selling a security while in possession of material information not generally available
to the public, shall be liable in a suit brought by any investor who, contemporaneously
with the purchase or sale of securities that is the subject of the violation, purchased or
sold securities of the same class unless such insider, or such person in the case of a
tender offer, proves that such investor knew the information or would have purchased
or sold at the same price regardless of disclosure of the information to him.

61.2. An insider who violates Subsection 27.3 or any person in the case of a
tender offer who violates Subsection 27.4 (a), or any rule or regulation thereunder, by
communicating material nonpublic information, shall be jointly and severally liable
under Subsection 61.1 with, and to the same extent as, the insider, or person in the
case of a tender offer, to whom the communication was directed and who is liable
under Subsection 61.1 by reason of his purchase or sale of a security. CcTIAH

SECTION 62. Limitation of Actions. — 62.1. No action shall be

maintained to enforce any liability created under Section 56 or 57 of this Code unless
brought within two (2) years after the discovery of the untrue statement or the
omission, or, if the action is to enforce a liability created under Subsection 57.1 (a),
unless brought within two (2) years after the violation upon which it is based. In no
event shall any such action be brought to enforce a liability created under Section 56

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 or Subsection 57.1 (a) more than five (5) years after the security was bona fide
offered to the public, or under Subsection 57.1 (b) more than five (5) years after the
sale.

62.2. No action shall be maintained to enforce any liability created under any
other provision of this Code unless brought within two (2) years after the discovery of
the facts constituting the cause of action and within five (5) years after such cause of
action accrued.

SECTION 63. Amount of Damages to be Awarded. — 63.1. All suits to

recover damages pursuant to Sections 56, 57, 58, 59, 60 and 61 shall be brought
before the Regional Trial Court, which shall have exclusive jurisdiction to hear and
decide such suits. The Court is hereby authorized to award damages in an amount not
exceeding triple the amount of the transaction plus actual damages.

Exemplary damages may also be awarded in cases of bad faith, fraud,

malevolence or wantonness in the violation of this Code or the rules and regulations
promulgated thereunder. HIcTDE

The Court is also authorized to award attorney's fees not exceeding thirty
percentum (30%) of the award.

63.2. The persons specified in Sections 56, 57, 58, 59, 60 and 61 hereof shall
be jointly and severally liable for the payment of damages. However, any person who
becomes liable for the payment of such damages may recover contribution from any
other person who, if sued separately, would have been liable to make the same
payment, unless the former was guilty of fraudulent representation and the latter was
not.

63.3. Notwithstanding any provision of law to the contrary, all persons,

including the issuer, held liable under the provisions of Sections 56, 57, 58, 59, 60
and 61 shall contribute equally to the total liability adjudged herein. In no case shall
the principal stockholders, directors and other officers of the issuer or persons
occupying similar positions therein, recover their contribution to the liability from the
issuer. However, the right of the issuer to recover from the guilty parties the amount it
has contributed under this Section shall not be prejudiced.

SECTION 64. Cease and Desist Order. — 64.1. The Commission,

after proper investigation or verification, motu proprio, or upon verified complaint by
any aggrieved party, may issue a cease and desist order without the necessity of a
prior hearing if in its judgment the act or practice, unless restrained, will operate as a
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 fraud on investors or is otherwise likely to cause grave or irreparable injury or
prejudice to the investing public.

64.2. Until the Commission issues a cease and desist order, the fact that an
investigation has been initiated or that a complaint has been filed, including the
contents of the complaint, shall be confidential. Upon issuance of a cease and desist
order, the Commission shall make public such order and a copy thereof shall be
immediately furnished to each person subject to the order.

64.3. Any person against whom a cease and desist order was issued may,
within five (5) days from receipt of the order, file a formal request for a lifting
thereof. Said request shall be set for hearing by the Commission not later than fifteen
(15) days from its filing and the resolution thereof shall be made not later than ten
(10) days from the termination of the hearing. If the Commission fails to resolve the
request within the time herein prescribed, the cease and desist order shall
automatically be lifted.

SECTION 65. Substituted Service Upon the Commission. — Service

of summons or other process shall be made upon the Commission in actions or legal
proceedings against an issuer or any person liable under this Code who is not
domiciled in the Philippines. Upon receipt by the Commission of such summons, the
Commission shall within ten (10) days thereafter, transmit by registered mail a copy
of such summons and the complaint or other legal process to such issuer or person at
his last known address or principal office. The sending thereof by the Commission,
the expenses for which shall be advanced by the party at whose instance it is made,
shall complete such service.

SECTION 66(26). Revelation of Information Filed with the Commission.

— 66.1. All information filed with the Commission in compliance with the
requirements of this Code shall be made available to any member of the general
public, upon request, in the premises and during regular office hours of the
Commission, except as set forth in this Section. AcISTE

66.2. Nothing in this Code shall be construed to require, or to authorize the

Commission to require, the revealing of trade secrets or processes in any application,
report, or document filed with the Commission.

66.3. Any person filing any such application, report or document may make
written objection to the public disclosure of information contained therein, stating the
grounds for such objection, and the Commission may hear objections as it deems
necessary. The Commission may, in such cases, make available to the public the
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 information contained in any such application, report, or document only when a
disclosure of such information is required in the public interest or for the protection of
investors; and copies of information so made available may be furnished to any
person having a legitimate interest therein at such reasonable charge and under such
reasonable limitations as the Commission may prescribe.

66.4. It shall be unlawful for any member, officer, or employee of the

Commission to disclose to any person other than a member, officer or employee of
the Commission or to use for personal benefit, any information contained in any
application, report, or document filed with the Commission which is not made
available to the public pursuant to Subsection 66.3.

66.5. Notwithstanding anything in Subsection 66.4 to the contrary, on request

from a foreign enforcement authority of any country whose laws grant reciprocal
assistance as herein provided, the Commission may provide assistance in accordance
with this subsection, including the disclosure of any information filed with or
transmitted to the Commission, if the requesting authority states that it is conducting
an investigation which it deems necessary to determine whether any person has
violated, is violating, or is about to violate any laws relating to securities or
commodities matters that the requesting authority administers or enforces. Such
assistance may be provided without regard to whether the facts stated in the request
would also constitute a violation of law of the Philippines. EDCcaS

SECTION 67. Effect of Action of Commission and Unlawful

Representations with Respect Thereto. — 67.1. No action or failure to act by the
Commission in the administration of this Code shall be construed to mean that the
Commission has in any way passed upon the merits of or given approval to any
security or any transaction or transactions therein, nor shall such action or failure to
act with regard to any statement or report filed with or examined by the Commission
pursuant to this Code or the rules and regulations thereunder to be deemed a finding
by the Commission that such statements or report is true and accurate on its face or
that it is not false or misleading. It shall be unlawful to make, or cause to be made, to
any prospective purchaser or seller of a security any representation that any such
action or failure to act by the Commission is to be so construed or has such effect.

67.2. Nothing contained in Subsection 67.1 shall, however, be construed as an

exemption from liability of an employee or officer of the Commission for any
nonfeasance, misfeasance or malfeasance in the discharge of his official duties.

SECTION 68(27). Special Accounting Rules. — The Commission shall

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 have the authority to make, amend, and rescind such accounting rules and regulations
as may be necessary to carry out the provisions of this Code, including rules and
regulations governing registration statements and prospectuses for various classes of
securities and issuers, and defining accounting, technical and trade terms used in this
Code. Among other things, the Commission may prescribe the form or forms in
which required information shall be set forth, the items or details to be shown in the
balance sheet and income statement, and the methods to be followed in the
preparation of accounts, appraisal or valuation of assets and liabilities, determination
of depreciation and depletion, differentiation of recurring and non-recurring income,
differentiation of investment and operating income, and in the preparation, where the
Commission deems it necessary or desirable, of consolidated balance sheets or
income accounts of any person directly or indirectly controlling or controlled by the
issuer, or any person under direct or indirect common control with, the issuer.

SECTION 69. Effect on Existing Law. — The rights and remedies

provided by this Code shall be in addition to any and all other rights and remedies that
may now exist. However, except as provided in Sections 56 and 63 hereof, no person
permitted to maintain a suit for damages under the provisions of this Code shall
recover, through satisfaction of judgment in one or more actions, a total amount in
excess of his actual damages on account of the act complained of: Provided, That
exemplary damages may be awarded in cases of bad faith, fraud, malevolence or
wantonness in the violation of this Code or the rules and regulations promulgated
thereunder. DSacAE

SECTION 70. Judicial Review of Commission Orders. — Any person

aggrieved by an order of the Commission may appeal the order to the Court of
Appeals by petition for review in accordance with the pertinent provisions of the
Rules of Court.

SECTION 71. Validity of Contracts. — 71.1. Any condition,

stipulation, provision binding any person to waive compliance with any provision of
this Code or of any rule or regulation thereunder, or of any rule of an Exchange
required thereby, as well as the waiver itself, shall be void.

71.2. Every contract made in violation of any provision of this Code or of any
rule or regulation thereunder, and every contract, including any contract for listing a
security on an Exchange heretofore or hereafter made, the performance of which
involves the violation of, or the continuance of any relationship or practice in
violation of, any provision of this Code, or any rule or regulation thereunder, shall be
void:
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 (a) As regards the rights of any person who, in violation of any such
provision, rule or regulation, shall have made or engaged in the
performance of any such contract, and

(b) As regards the rights of any person who, not being a party to such
contract, shall have acquired any right thereunder with actual
knowledge of the facts by reason of which the making or
performance of such contract was in violation of any such
provision, rule or regulation. IDScTE

71.3. Nothing in this Code shall be construed:

(a) To affect the validity of any loan or extension of credit made or of

any lien created prior or subsequent to the effectivity of this Code,
unless at the time of the making of such loan or extension of credit
or the creating of such lien, the person making such loan or
extension of credit or acquiring such lien shall have actual
knowledge of the facts by reason of which the making of such loan
or extension of credit or the acquisition of such lien is a violation
of the provisions of this Code or any rules or regulations
thereunder; or

(b) To afford a defense to the collection of any debt, obligation or the

enforcement of any lien by any person who shall have acquired
such debt, obligation or lien in good faith, for value and without
actual knowledge of the violation of any provision of this Code or
any rule or regulation thereunder affecting the legality of such
debt, obligation or lien.

SECTION 72. Rules and Regulations; Effectivity. — 72.1. This Code

shall be self-executory. To effect the provisions and purposes of this Code, the
Commission may issue, amend, and rescind such rules and regulations and orders
necessary or appropriate, including rules and regulations defining accounting,
technical, and trade terms used in this Code, and prescribing the form or forms in
which information required in registration statements, applications, and reports to the
Commission shall be set forth. For purposes of its rules or regulations, the
Commission may classify persons, securities, and other matters within its jurisdiction,
prescribe different requirements for different classes of persons, securities, or matters,
and by rule or order, conditionally or unconditionally exempt any person, security, or
transaction, or class or classes of persons, securities or transactions, from any or all
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 provisions of this Code. CTaSEI

Failure on the part of the Commission to issue rules and regulations shall not in
any manner affect the self-executory nature of this Code.

72.2. The Commission shall promulgate rules and regulations providing for
reporting, disclosure and the prevention of fraudulent, deceptive or manipulative
practices in connection with the purchase by an issuer, by tender offer or otherwise, of
and equity security of a class issued by it that satisfies the requirements of Subsection
17.2. Such rules and regulations may require such issuer to provide holders of equity
securities of such dates with such information relating to the reasons for such
purchase, the source of funds, the number of shares to be purchased, the price to be
paid for such securities, the method of purchase and such additional information as
the Commission deems necessary or appropriate in the public interest or for the
protection of investors, or which the Commission deems to be material to a
determination by holders whether such security should be sold.

72.3. For the purpose of Subsection 72.2, a purchase by or for the issuer or
any person controlling, controlled by, or under common control with the issuer, or a
purchase subject to the control of the issuer or any such person, shall be deemed to be
a purchased by the issuer. The Commission shall have the power to make rules and
regulations implementing this subsection, including exemptive rules and regulations
covering situations in which the Commission deems it unnecessary or inappropriate
that a purchase of the type described in this subsection shall be deemed to be a
purchase by the issuer for the purpose of some or all of the provisions of Subsection
72.2.

72.4. The rules and regulations promulgated by the Commission shall be

published in two (2) newspapers of general circulation in the Philippines, and unless
otherwise prescribed by the Commission, the same shall be effective fifteen (15) days
after the date of the last publication.

SECTION 73. Penalties. — Any person who violates any of the

provisions of this Code, or the rules and regulations promulgated by the Commission
under authority thereof, or any person who, in a registration statement filed under this
Code, makes any untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, shall, upon conviction, suffer a fine of not less than Fifty thousand pesos
(P50,000.00) nor more than Five million pesos (P5,000,000.00) or imprisonment of
not less than seven (7) years nor more than twenty-one (21) years, or both in the

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 discretion of the court. If the offender is a corporation, partnership or association or
other juridical entity, the penalty may in the discretion of the court be imposed upon
such juridical entity and upon the officer or officers of the corporation, partnership,
association or entity responsible for the violation, and if such officer is an alien, he
shall in addition to the penalties prescribed, be deported without further proceedings
after service of sentence. DcSACE

SECTION 74. Transitory Provisions. — The Commission, as organized

under existing laws, shall continue to exist and exercise its powers, functions and
duties under such laws and this Code: Provided, That until otherwise mandated by a
subsequent law, the Commission shall continue to regulate and supervise commodity
futures contracts as provided in Section 11 and pre-need plans and the pre-need
industry as provided in Section 16 of this Code.

All further requirements herein shall be complied with upon approval of this
Code: Provided, however, That compliance may be deferred for such reasonable time
as the Commission may determine but not to exceed one (1) year from approval of
this Code: Provided, further, That securities which are being offered at the time of
effectivity of this Code pursuant to an effective registration and permit, may continue
to be offered and sold in accordance with the provisions of the Revised Securities Act
in effect immediately prior to approval of this Code.

All unexpended funds for the calendar year, properties, equipment and records
of the Securities and Exchange Commission are hereby retained by the Commission
as reorganized under this Code and the amount of Two hundred million pesos
(P200,000,000.00) or such amount necessary to carry out the reorganization provided
in this Code is hereby appropriated.

All employees of the Commission who voluntarily retire or are separated from
the service with the Commission and whose retirement or separation has been
approved by the Commission, shall be paid retirement or separation benefits and other
entitlements granted under existing laws.

SECTION 75. Partial Use of Income. — To carry out the purposes of this
Code, the Commission is hereby authorized, in addition to its annual budget, to retain
and utilize an amount equal to One hundred million pesos (P100,000,000.00) from its
income. EDATSI

The use of such additional amount shall be subject to the auditing

requirements, standards and procedures under existing laws.

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 SECTION 76. Repealing Clause. — The Revised Securities Act (Batas
Pambansa Blg. 178), as amended, in its entirety, and Sections 2, 4 and 8 of
Presidential Decree 902-A, as amended, are hereby repealed. All other laws, orders,
rules and regulations, or parts thereof, inconsistent with any provision of this Code
are hereby repealed or modified accordingly.

SECTION 77. Separability Clause. — If any portion or provision of this

Code is declared unconstitutional or invalid, the other portions or provisions hereof,
which are not affected thereby shall continue in full force and effect.

SECTION 78. Effectivity. — This Code shall take effect fifteen (15) days
after its publication in the Official Gazette or in two (2) newspapers of general
circulation. ISTDAH

Approved: July 19, 2000

Published in The Daily Tribune and Today on July 24, 2000. Published in the
Official Gazette, Vol. 97 No. 1, 182 Supp., on January 1, 2001.

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 Endnotes

1 (Popup - Popup)
A.M. No. 03-03-03-SC (June 21, 2016)
PCC Memorandum Circular No. 002-16
2015 Implementing Rules and Regulations of the Securities Regulation Code (RA 8799)
SEC Memorandum Circular No. 13-09

SEC Memorandum Circular No. 13-04

SEC Memorandum Circular No. 05-08
The 2006 Rules of Procedure of the Securities and Exchange Commission
SEC Memorandum Circular No. 14-06 (Rules Governing the Over the Counter
Market)
Amended Implementing Rules and Regulations of the Securities Regulation Code
DOJ Circular No. 89
ERC Business Separation Guideline
Implementing Rules and Regulations of the Securitization Act of 2004 (Republic Act
No. 9267)

Implementing Rules and Regulations of the Securities Regulation Code

SRC Rule No. 68-02

Supreme Court Administrative Circular No. 8-01

Supreme Court Resolution A.M. No. 00-8-10-SC (August 22, 2000)
Supreme Court Resolution A.M. No. 00-8-10-SC (November 21, 2000)
Supreme Court Resolution A.M. No. 00-11-03-SC (November 21, 2000)
Supreme Court Resolution A.M. No. 03-03-03-SC June 17, 2003
Supreme Court Resolution A.M. No. 04-9-07-SC (September 14, 2004)
Supreme Court Resolution A.M. No. 01-2-04-SC (March 13, 2001)
Supreme Court Resolution A.M. No. 00-8-10-SC (December 2, 2008)
Supreme Court Resolution A.M. No. 03-03-03-SC (June 16, 2015)

Supreme Court Resolution A.M. No. 03-03-03-SC (November 16, 2015)

New Rules on the Registration and Sale of Pre-Need Plans under Section 16 of the
Securities Regulation Code
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 Revised Implementing Rules and Regulations of RA No. 9160, as Amended by RA
9164
Implementing Rules and Regulations of the Special Purpose Vehicle (SPV) Act of
2002

BP 68
BP 178
PD 902-A
RA 6758
RA 9160
RA 9194
RA 9267
RA 9856
RA 10785
RA 10867

2 (Popup - Popup)

SRC Rule 4(5) of Implementing Rules and Regulations of the Securities Regulation
Code.

3 (Popup - Popup)

4(6) and 4(7) of Implementing Rules and Regulations of the Securities

SRC Rules
Regulation Code.

4 (Popup - Popup)

SRC Rules4(1), 4(2), 4(3), 4(4) of Implementing Rules and Regulations of the
Securities Regulation Code.

5 (Popup - Popup)

SRC Rule 8 of Implementing Rules and Regulations of the Securities Regulation

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 Code.

6 (Popup - Popup)

SRC Rule 9.2 of Implementing Rules and Regulations of the Securities Regulation
Code.

7 (Popup - Popup)

SRC Rule 10.1 of Implementing Rules and Regulations of the Securities Regulation
Code.

8 (Popup - Popup)

SRC Rule 11.1 of Implementing Rules and Regulations of the Securities Regulation
Code.

9 (Popup - Popup)

SRC Rule 17 of Implementing Rules and Regulations of the Securities Regulation

Code.

10 (Popup - Popup)

SRC Rule 19.1 of Implementing Rules and Regulations of the Securities Regulation Code.

11 (Popup - Popup)

SRC Rule 19.1 of Implementing Rules and Regulations of the Securities Regulation Code.

12 (Popup - Popup)

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 SRC Rule 20 of Implementing Rules and Regulations of the Securities Regulation Code.

13 (Popup - Popup)

SRC Rule 24.1(b)-1 of Implementing Rules and Regulations of the Securities Regulation Code.

14 (Popup - Popup)

SRC Rule 25.1 of Implementing Rules and Regulations of the Securities Regulation Code.

15 (Popup - Popup)

SRC Rule 28.1-1 of Implementing Rules and Regulations of the Securities Regulation Code.

16 (Popup - Popup)

SRC Rule 31 of Implementing Rules and Regulations of the Securities Regulation Code.

17 (Popup - Popup)

SRC Rule 32.1-1 of Implementing Rules and Regulations of the Securities Regulation Code.

18 (Popup - Popup)

SRC Rule 33.1 of Implementing Rules and Regulations of the Securities Regulation Code.

19 (Popup - Popup)

SRC Rule 34.1-2 of Implementing Rules and Regulations of the Securities Regulation Code.

20 (Popup - Popup)

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 SRC Rule 38.1 of Implementing Rules and Regulations of the Securities Regulation Code.

21 (Popup - Popup)

SRC Rule 39.1-1 of Implementing Rules and Regulations of the Securities Regulation Code.

22 (Popup - Popup)

SRC Rule 40.5.1 of Implementing Rules and Regulations of the Securities Regulation Code.

23 (Popup - Popup)

SRC Rule 50.1 of Implementing Rules and Regulations of the Securities Regulation Code.

24 (Popup - Popup)

SRC Rule 52.1 of Implementing Rules and Regulations of the Securities Regulation Code
(12-30-2003).

25 (Popup - Popup)

SRC Rule 55.1 of Implementing Rules and Regulations of the Securities Regulation Code.

26 (Popup - Popup)

SRC Rule 66.3 of Implementing Rules and Regulations of the Securities Regulation Code.

27 (Popup - Popup)

SRC Rule 68 of Implementing Rules and Regulations of the Securities Regulation Code.

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Copyright 2018 CD Technologies Asia, Inc. and Accesslaw, Inc. Philippine Law Encyclopedia First Release 2018 74