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Philippine Stock Exchange, Inc.Revised Listing Rules 38 of 67

Initial Public Offering Shares through the Exchange of the Listing & DisclosureRules.

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SECTION 6. Consequences for Non-Compliance with th Post-ListingRequirement -In the event the Issuer referred in Section 5 ereof, fails toconduct a public offering within the one (1) year period, the Excha ge shall grantthe Issuer an additional thirty (30) days within which to submit a etailed plan tooffer its securities to the public including the timetable of activities. Upon approvalby the Board of Directors of the Exchange of the detailed plan, the Exchangeshall give the Issuer an additional sixty (60) days from the lapse of theaforementioned 30-day period within which to implement its detail plan to offer.

If the Issuer fails to submit and implement the said detail d plan to offerwithin the prescribed period stated above, the Issuer must submit n explanationfor its non-compliance with the post-listing requirements under S tion 5 hereof.If the explanation is found to be unsatisfactory and unacceptable, e Exchange,after informing the Commission, shall impose a suspension of trading of theIssuer's securities. I

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SECTION 7. Applicable Fees- Applicant companies se king listing oftheir securities by way of introduction shall pay the listing fee, rocessing fee, !annual listing maintenance fee and other exchange fees in accor ance with the j

,schedule of fees released by the Exchange and in effect upo filing of the fapplicatiqn. ~ iV ~ . ,

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Philippine Stock Exchange, Inc.Revised Listing Rules 39 of 67

ARTICLE IVDEBT SECURITIES

S CTION 1. Scope. These rules set out the requiremen for the listingof debt securities on the Exchange.

SECTION 2. Requirement for a Rating. Except for natio al governmentsecurities, every issue that will be listed on the Exchange hall be ratedperiodic~lly as long as it remains outstanding, regardless of th fact that theIssuer a~d guarantor, in the case of guaranteed issues, may hav already beenrated. I

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The applicant Issuer shall engage the services of a reputa Ie credit ratingagency acceptable to the SEC to rate the issue. :1

SECTION 3. Requirements from Guarantor. In cases bf guaranteedissues, a Guarantor will be required to comply with these Rule, to the sameextent as if such guarantor was the issuer of the relevant debt sec rities.

~ (a~ The Prospectus issued in relation to a guaranteed issu must contain -the same information regarding the Guarantor as tha regarding theapplicant Issuer, so that, where appropriate, refe ences to the"applicant Issuer" should be read as equally a plying to theguarantor; and

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(bj The Guarantor will be required to sign a Listing Agreem nt in the forml prescribed and provided by the Exchange.

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Thle relevant guarantee must be issued in, conformity wit existing lawsand regulations and in conformity with the guarantor's articles of i corporation orequivalent documents and all authorization needed for its issue rder such lawmust have been duly given. I

SECTION 4. Requirement for an Underwriter -The a plicant Issuershall engage the services of a duly licensed underwriter, who amo g others, mayact as the applicant Issuer's lead underwriter. [I

!The lead underwriter and/or issue manager shall warr t that it has

exercised due diligence in ascertaining that all material presentationscontained in the applicant Issuer's prospectus or offering mem randum, theiramend~ents or s~pplements are true and correct, and th t no material"",information was omitted. ! -~.

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IIPhilippine Stock Exchange, Inc. "'~,Revised Listing Rules 46 of 67

a) Copies of all agreements duly executed that are r levant to thetransaction; I,

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b) Description of the proposed transaction including th timetable forimplementation, and related regulatory requirements; I I

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c) Rationale for the transaction including the benefits whic are expected :.to be accrued to the listed issuer as a result of the trans ction;

d) The aggregate value of the consideration, explaining ho this is to besatisfied, including the terms of any arrangements for! ayment on adeferred basis; II

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e) The basis upon which the consideration or the is e value wasdetermined;

f) Detailed work program of the application of roceeds, thecorresponding timetable of disbursements and status 0 each projectincluded in the work program. For debt retirement ap lication, state Iwhich projects were financed by debt being retired, th project cost, IIamount of project financed by debt and financing s urces for the i:remaining cost of the project; II

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g) Identity of the beneficial owner(s) of the shares s I bscribed. (forCorporations: date of incorporation and nature of b siness, majorprojects and investments, capital structure, aud ted financialstatements for the last three (3) fiscal years, list of su sidiaries andaffiliates, board of directors and principal officers; for ind viduals: list of -shareholdings in other companies with the issuer, list! of companies Iwhere the individual is an officer or a director, and rei tionships with ithe existing directors and stockholders of all parties to th transaction);

h) For Subscribers with no track record or with rio operat g history: theSubscriber must present a statement of active busi.ne~ pursuits and !objectives which details the steps undertaken and p posed to beLihdertaken by the Issuer in order to advance its busin! ss. Projectedfinancial statements shall only be required sh9uld there I e referencesmade in the Statement to forecasts or targets. I It I

i) Identities of controlling and substantial stockholders 0; he parties tothe transaction, accompanied by a structural chart depicting thestructure of the Subscriber and the Issuer and the int rests of suchstockholders, both before and after the implementation the p~sedtransaction; ti;;: .

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