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CHAPTER V
Reportorial Requirements
SEC. 17. 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
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;
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.
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.
SEC. 18. Reports by Five per centum (5%) Holders of
Equity 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.
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, 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.
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