REPORTORIAL REQUIREMENTS OF CORPORATIONS REGISTERED WITH THE SEC 1. What laws govern the submission of reports to the SEC?

Securities Regulation Code (R.A. 8799) Corporation Code of the Philippines Investment Houses Law (P.D. 129)

Under the Memo-Circular, corporations with gross sales or revenues of PhP10 Million and above are required to submit a soft or diskette copy of their GIS and GFFS, in addition to the 4 sets of hard or paper copies to be submitted to the SEC. A certification that the GIS contains the exact data stated in the hard copies and that the GFFS diskette has the basic and material data in the AFS, executed under oath by the Corporate Secretary for the former and the Treasurer for the latter, should also be submitted. The GIS The GIS should be certified and sworn to by the corporate secretary, or by the president, or any duly authorized officer of the corporation. If no Annual Meeting was held, the corporation should submit the GIS together with Affidavit of Non-Holding of Annual Meeting. (If the Annual Meeting is postponed, the firm should submit a Notice of Postponement within ten (10) days before the date of the meeting as specified in the bylaws.) If the corporation is not operating or has ceased its business operations, it is required to submit an Affidavit of Non-Operation or Board Resolution or Affidavit of Cessation of Business Operations together with the GIS. The GFFS There are specific types of GFFS forms prescribed for different types of corporations. The General Form is applicable to corporations other than those with secondary licenses or those whose securities are registered or listed. Special Forms shall be used by publicly held companies and those engaged in non-bank financial intermediation activities, credit granting and activities auxiliary to financial intermediation, which require secondary licenses from SEC. The special forms include: Special Forms for Financial Statements of Investment Companies and Publicly-held Companies (PHFS1 and PHFS2) There are two (2) forms applicable to Investment Companies and Publicly-held Companies enumerated in Section 17.2 of the SRC (excluding banks, insurance and public utility companies): PHFS1 - This form Company's Financial submit their individual form and Consolidated form PHFS2. is applicable to Individual or Parent Statements. Parent Companies shall Audited Financial Statements using this Financial Statements using supplemental

2.

Who should file reports with the SEC?

Registered stock corporations (Including foreign corporations e.g. branch offices, representative offices, regional headquarters or regional operating headquarters) Registered non-stock corporations (Foundations, associations, non-government organizations, religious organizations, corporation sole, etc.) Corporations granted secondary licenses e.g. broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or openend investment company, investment house, transfer agent, commodity or financial futures exchange/broker merchant, financing company, pre-need plan issuer, general agent in preneed plans and time shares/club shares/membership certificates issuers or selling agents thereof Other entities required by the SEC to submit reports on a regular or special basis

REPUBLIC OF THE PHILIPPINES

SECURITIES AND EXCHANGE COMMISSION

A CITIZENS MANUAL ON

REGISTRATION SECs REPORTORIAL REQUIREMENTS PARTNERSHIPS

(PAMPHLET NO.4)
2 IV 2002

3.

What reports should registered corporations file with the SEC?

The reports to be submitted by all registered stock and non-stock corporations are listed in Table 1. Reports required of corporations with secondary licenses are given in Table 2.

SEC Building, EDSA, Greenhills Mandaluyong City Tel. Nos. 726-0931 to 39 http://www.sec.gov.ph

TABLE 1: REPORTS FOR ALL SEC REGISTERED CORPORATIONS No. of Document Filing Period Copies General Information Sheet Within 30 days from date of (GIS) as of Date of Annual 6 sets annual meeting as specified Meeting in the By-Laws Audited Financial Statement (AFS) duly stamped Received by the BIR and General Form of Financial Statements (GFFS) For corporations whose Within 105 days after the end securities are registered under 6 sets of the fiscal year as specified the Revised Securities Act or in the By-Laws Securities Regulation Code Within 120 days after the end For corporations whose 6 sets of the fiscal year as specified securities are not registered in the By-Laws Within 110 days after the end Securities Brokers 6 sets of the fiscal year
The SEC, in its Memo-Circular No. 02, Series of 2001 has prescribed the GIS and GFFS forms to be used by stock and non-stock corporations, consistent with Sec. 27 of RA 8792 or the E-commerce Act and Sec. 37 of its Implementing Rules and Regulations.

PHFS2 - This form shall be used for reporting Consolidated Financial Statements. Special Form for Financial Statements of Pre-Need Plan Companies Using the Pre-Need Uniform Chart of Accounts

Special Form for Financial Statements of Broker Dealers in Securities Special Form for Financial Statements of Financing Companies (Under revision) Special Form for Financial Statements of Investment Houses The AFS and Rule 68 of the SRC Implementing Rules & Regulations (IRR) For stock corporations, an independent CPA must audit financial statements, where paid-up capital is at least PhP50,000.00. If less, the same may be attested and sworn to by the treasurer of the corporation.

For non-stock corporations, financial statements must be audited by an independent CPA, where total assets amount to at least PhP500,000.00 or annual gross receipts total at least PhP100,000.00. If less, the same may be attested and sworn to by the treasurer of the corporation. Furthermore, in February, 2002, the SEC amended Rule 68 of the SRC IRR, in view of its adoption and implementation of International Accounting Standards (IAS), as approved by the Accounting Standards Council. Rule 68 (together with subsequent official pronouncements, interpretations and rulings on accounting and reporting matters, which may be issued by the Commission from time to time) states the requirements applicable to the form and content of financial statements required to be filed with the Commission by all corporations that file with the Commission AFS that are prepared and presented in conformity with the generally accepted accounting principles, except those whose paid-up capital is less than P50,000.00. Additional requirements for financial statements of corporations covered under Section 17.2 of the S RC are given in Rule 68.1. SRC Rule 68, as amended, shall become effective for financial statements covering the period beginning January 1, 2001 and for interim financial statements starting the first quarter of 2002, and thereafter.

TABLE 2: REPORTS FOR CORPORATIONS WITH SECONDARY LICENSES Filer Document No. Filing Period
Brokers / Dealers SEC Form 49OP (Finop Report) SEC Form 52AR (Annual Audited Financial Report) SEC Form 28 T (Notice of Salesman / Associated Person Termination) SEC Form AR (Annual Report) Affidavit of Non-holding of Meeting Monthly Reconciliation of PCD and TA Monthly Certification as to number of shares registered under name of PCD nominee Notice of Change of Address 2 2 2 2 2 2 2 2 Within 15 days after e.o. month Within 110 days after e.o. fiscal year Within 30 days from date of termination 105 days after e.o. fiscal year Within 30 days from date of Annual Meeting 10 days after e.o. month 10 days after e.o. month

TABLE 2: REPORTS FOR CORPORATIONS WITH SECONDARY LICENSES Filer Document No. Filing Period
Investment Houses (cont.) Report on the composition of Board of Directors or any resignation, dismissal, suspension, or filing of vacancies therein, or any officer or managerial staff (Under revision to conform with SEC Form IHU-A ) SEC Form 17 A ( Annual Report) SEC Form 17 Q (Quarterly Report) SEC Form 17 C (Current Report) SEC Form 17 IS (Information Statement) SEC Form 17 L (Notification of Inability to fil 17 A or 17 Q) SEC Form 18 A (Report of 5% beneficial ownership) SEC Form 18 AS (Report of 5% institutional buyers) SEC Form 19-1 (Tender Offer Report) SEC Form 20 (Proxy Statement) SEC Form 23 A (Initial Statement of Beneficial Ownership) SEC Form 23B (Statement of Changes in Beneficial Ownership) SEC Form 17 C Notice (Cease to be an Officer/Director or Security Holdings fall below 10%) SEC Form 17 EX (Notification of suspension of duty to file reports under Sec. 17) SEC Form 12-1 (Registration Statement for IPOs) All of the above reports plus Monthlly Sales/Redemption Report Quarterly Report Monthly Re[port Quarterly Report Quarterly Statement of Condition Annual Audited Financial Statements Actuarial Valuation Report Interim Financial Statements Quarterly Trust Fund Statements Monthly Trust Fund Statements from Trustee Bank Monthly Sales Reports Monthly Collection Reports List of Salesmen on Apprenticeship List of Terminated Salesmen Publication of Annual Financial Statements together with Trust Fund Balance Sheet Statement of financial condition Report on Lapsed , Cancelled , and Surrendered Plans

Within 15 days after occurrence

Transfer Agent

Listed and Registered Issuers

1 1 1 1

Within 105 days after e.o. fiscal year Within 45 days after e.o. quarter Within 5 days after occurrence At least 25 business days prior to meeting date

4.

What are the specifications of the GIS, AFS and GFFS reports?
The GIS, AFS and GFFS should be printed on an A4-sized (8.27x11.69) bond paper under a standard cover page or sheet. The original and all conformed pages should use only one side of the paper.

SRO (e.g. PSE)

5.

Where can one obtain blank GIS and GFFS forms?

Both hard and soft copies of blank GIS and GFFS forms are available from the CRMD. The forms may also be downloaded from the SEC web site at http://www. sec.gov.ph .

6.

Where can one obtain blank SEC forms for reports required of corporations with secondary licenses?
The blank forms are available from the following departments as shown below.

TABLE 3 FILER Brokers/Dealers, Salesmen and Associated Persons, Investment Co. Advisers, Investment Adviser, Sales Agent, Transfer Agents, Investment House/Underwriter of Securities, Self-Regulatory Organizations (e.g. Exchanges, etc.) Listed and Registered Securities Issuers, Exempt Issuers, Corporations with QuasiBanking License, Investment or Mutual Fund Companies, Financing Companies Pre-Need Plan Issuers, Dealers, Branches, Salesmen, General Agent in Pre-need Plans, Commodity or Financial Futures Exchange/Broker Merchant DEPARTMENT Market Regulation Department (MRD)

Corporation Finance Department (CFD) Non-Traditional Securities and Instrument Department (NTD)

Investment Houses

Within 10 days after occurrence Within 7 days after Exception Reports 2 occurrence Delay in turnaround or processing of an issue, transfer or replacement of a security Discrepancy between its records and those of registered clearing agency Loss of securities reported to it Termination of functions as transfer agent for a particular security As soon as Any proposed rule or amendment 2 proposed/amended Examination Calendar 2 On or before 15th of January Monthly reports of all periodic 2 Within 10 days afer e.o. examinations within the month month 2 Monthly reports on dockets of Within 15 days after e.o. examinations and investigations being month conducted Monthly reports on capital adequacy 2 Within 15 days after e.o. of members month Quarterly reports on results of the 2 monitoring of trading of listed Within 15 days after e.o. companies and investigations with quarter regard to SRC Rule 39.1-1 Monthly report on on no. of nvestors 2 Within 15 days after e.o. complaints and other allied cases month 2 Semi-annual report on no. of Within 15 days after e.o. Investors Complaints and Other Allied semester Cases 2 Within 15 days after e.o. Quarterly updates on pirce alerts quarter Semi-annual report on no. of newly 2 Within 15 days after e.o. listed issues, diluted/suspended Iisues semester Notices on any investigation on 2 As needed suspected violations of securities laws Notices on action taken re 2 a)suspensions of expelled or suspended member, participant, As needed associated person from another SRO and b)suspension of member found in financial or operational difficulty 2 Notice/written report on any disciplinary sanction on any member, As needed participant; denial of membership or participation; disciplinary sanction on associated person SEC Form QPR (Quarterly Progress 2 Within 15 days after e.o. Reports) quarter SEC Form SAR (Semi-Annual 2 Within 60 days after e.o. Reports) semester 2 Within the month of March SEC Form AR (Annual Reports) each year

1 1 1 1 1

Within 5 days after acquisition Within 45 days after e.o. fiscal year As soon as practicable on date of commencement of offer At least 25 business days prior to meeting date Within 10 days after effective date of RS or Within 10 days after becoming an officer, director or 10% holder Within 10 days after close of each month thereafter Within 5 days after occurrence As of the first day of any such fiscal year Prior to the sale of offer to sale of securities to the public

1 1 1

Investment Companies CP Issuers & Exempt Issuers Corporations with QB license Financing Companies Pre-Need Plan Issuers

1 1 1 1 1 3 3 3 3 3 3 3 3 3 3 3 3

Within 10 days after e.o. month 30 days after e.o. quartrer 10 business days after e.o. month 30 days after e.o. quarter Within 45 days after e.o. quarter Within 105 days after e.o. fiscal year Within 105 days after e.o. fiscal year Within 45 days after e.o. quarter Within 45 days after e.o. quarter Within 20 days after e.o. month Within 15 days after e.o. month Within 20 days after e.o. month Within 45 days after e.o. month Within 45 days after e.o. month Within 120 days after e.o. fiscal year Within 45 days after e.o. quarter Within 60 days after e.o. quarter