REPUBLIC OF THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION SEC Building, EDSA, Greenhills Mandaluyong City, Metro Manila In the Matter of PIPC CORP. SEC Admin. Case No_ 8 /-/2B ENFORCEMENT AND PROSECUTION DEPARTMENT, Petitioner. _ PETITION (For Revocation of Corporate Registration) Petitioner, Enforcement and Prosecution Department ("EPD", for brevity), through the undersigned counsels, most respectfully states that: PREFATORY STATEMENT This petition is being filed to seek the revocation of the corporaté registration of respondent PIPC. CORP. on the ground of serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public under Section 6, letter (I), subparagraph (2) of Presidential Decree 902-A, as amended which provides, to wit “Section 6. In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: Xxx Page 1 of 14“l) To 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, including the following: XXX 2. Serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public’ PARTIES 1. Petitioner EPD is the department of the SEC mandated to file petitions for revocation of certificates of registration for violation of the Securities Regulation Code, the Corporation Code, PD 902-A, as amended, including their Implementing Rules and Regulations, and such other relevant laws enforced by the SEC. It is located at the 5" Floor, SEC Building. EDSA Greenhills, Mandaluyong City, where it may be served with summons and processes of this Honorable Office. 2. Respondent PIPC CORP. (formerly "CARAVAGGIO HOLDINGS, INC.’) is a corporation originally registered with the SEC on February 21, 2001 under SEC Registration No. A200102293. Based on its 2006 General Information Sheet, the principal office of respondent PIPC CORP. is located at 31* Floor, Citibank Tower, 8741 Paseo de Roxas, Makati City. However, upon verification with the office of the Property Manager of CitiTower Condominium Corporation, the latter issued a certification that respondent PIPC CORP. does not reside anymore’ at said address. Copies of the Certificate of Registration of CARAVAGGIO HOLDINGS, INC., Certificate of Filing of Amended Articles of Incorporation of PIPC CORP. and 2008 General Information Sheet of PIPC CORP. and the Certification from the Property Manager of CitiTower Condominium Corporation are hereto attached and made integral parts hereof as Annexes “A”, “B”,"“C” and “D”, respectively. STATEMENT OF FACTS 3. Respondent PIPC CORP. was originally registered with the SEC as Caravaggio Holdings Inc. on 21 February 2001 under SEC Registration No. A200102293. Page 2 of 144. On 12 March 2001, Caravaggio Holdings, Inc. amended its Incorporation by changing its purposes as well as its corporate name to PIPC CORP. A copy Articles of of its Amended Articles of Incorporation is hereto attached and made an integral part hereof as Annex “E”. 5 Based on its Amended Articles of Incorporation, the primary purpose of respondent PIPC CORP. is as follows: “To establish a lawful and formal medium through which general or special management services and/or specific technical, consultancy or advisory services including research and allied facilities may be offered to any and alll kinds of enterprises, projects, or programs. Within this frame of reference, the scope of the Corporation business shall include but not necessarily be limited to the services specifically stated hereunder, it being understood that the enumeration of specific purposes shall not be held to be a restriction to the undertaking by the Corporation of allied arid/or incidental services to that hereby specifically set forth, or to the carrying on by the Corporation of other activities necessary to its existence, to its efficient operation, or conducive to the proper allocation’ of its resources, except management of funds, portfolio and similar assets of the managed entity or corporation and without engaging as securities adviser, broker/dealer, and investment house.” 6. As stated in its Amended Articles of Incorporation, the names of the incorporators of respondent PIPC CORP. with their respective nationalities and addresses are as follows. NAME NATIONALITY RESIDENCE 1. GABRIEL A, DEE Filipino 16 Horseshoe Drive, Quezon City aoe 2. MARIO C. LORENZO | Filipino 38 Dublin St, BF Homes Parafiaque, Metro Manila 3. JONAS-KARL V. | Filipino 1 Alta Vista Drive, Loyola Heights, Quezon City PEREZ 4. PETER DONNELY A. | Filipino 1407 Amos St, Jordan Plains Novaliches, _BAROT Quezon City _ ‘| 5, MANUEL ANTONIO Z. | Filipino 38 Tower, Wack-wack Heights,"Lee St., Wack- GONZALEZ wack Village, Mandaluyong City 7. The latest General Information Sheet (GIS) of PIPC Corp. filed with the SEC on Page 3 of 14: es July 24, 2007, showed the following details: “Name 7 an Pre Michael H.K. Liew _| Cristina G Tuason | General | i "Amount Paid Director Shares Board of | No. of Subscribed | HH ___Manager Ma. Cristina B. NIA iz 8. Sometime in 2006, the Office of Commissioner JUANITA CUETO of the SEC indorsed the case of PIPC CORP. to the CED (now EPD) and pursuant thereto an investigation was undertaken by the CED on the activities of PIPC Corp. As found out in the initial investigation, PIPC CORP. was authorized to engage in the dissemination of information on the current flow of foreign exchange (forex) as well as precious metals such as gold, silver, and oil, and items traded in stock and other securities/commadities exchanges around the world. To be more specific, PIPC Corp. was authorized to act only as a research arm of their foreign clients. 9. On 17 July 2007, news broke out about the disappearance of the Chairman of the Board of PIPC CORP., MICHAEL H. K. LIEW (“LIEW’, for brevity), allegedly bringing with him approximately US$250 Million worth of investments in PIPC CORP. Immediately thereafter, a number of investors sought the assistance of SEC, particularly the CED, to inquire about the possible iegal actions that should be taken by them with regard to their investments as well as the possible criminal and administrative cases that could be instituted against the subject company, its officers and agents. 10. In the months following the disappearance of Mr. LIEW, the CED received Complaint-Affidavits from several complainants-investors of PIPC Corp. Copies of thirty-two (32) of the said Complaint-Affidavits are hereto attached and made integral parts hereof as Annexes “F”, "6", “H", I", J", «", “L", MI", SN", "0", "BP", "Q", R", 8", TU", vr, W808", 2", “AA”, “BB”, “CC”, “DD”, "EE", “FF”, “GG”, “HH”, “II”, “Ju” and “KK” respectively. ! Page 4 of 14ReSae teen tue te ertnceer mmm decir tCtntr ear anC EEE For easy reference, a matrix containing the list of complainants-investors together with the details of their investment with respondent PIPC CORP., is hereto attached and made an integral part hereof as Annex “LL”. 11. The complainants-investors substantially alleged that respondent PIPC CORP., through ils directors, officers, employees and agents, enticed them to place their monies in PIPC CORP. with a promise of higher income potential at relatively low-risk as opposed to other types of traditional investment products offered by banks and other financial institutions. This profit, as confirmed by the complainants-investors, ranged from 12% to 18% interest per annum, 12. A perusal of the contents of the Complaint-Affidavits revealed that for every completed investment transaction, a company brochure, depending on the type of investment product chosen, was provided to each investor containing the following information on PIPC — BVI and its investment product called Performance Managed Portfolio or PMP, the salient points of which are as follows: 8 calendar week maturity period principal investment (minimum of USD 40,000) is protected investments maintained in strict confidentiality features: security, liquidity, short term commitment, eagge tax-exemption status for offshore investments. 13. The investment flow is described as follows: a. Investors’ funds will be placed into a fixed deposit account with a PIPC designated bank and shall not be exposed for trading purposes. The PIPC designated bank shall then extend a margin line request for trading based on the deposit; b. PIP shall open a separate account which will contain an amount of not more than 30% of its own funds to serve as a profit and loss account; c. Trading will commence with PIPC designated bank closely monitoring the performance to ensure that if losses are incurred trading will cease immediately should the 20% stop limit be hit; Page § of 14d. Profits will be credited into the Pigfittand Loss account with PIPC designated bank accéunt. Losses will be debited from the same accounilf¥B to the controlled 20% limit; a, Notice of withdrawals must be submitted two weeks prior to schedule of maturity otftefnise investment is automatically rolled over to the next f. At maturity, profits accumulates account shall be distributed andpdeposited into each investor's dollar bank account{fwithin fourteen (14) banking days. ‘ 9. The funds of various investors aie pooled, batched and deposited with PIPC desigigted bank account acting as custodian bank, to form!a massive asset base. This account is separatejand distinct from the Profit and Loss Account. The ‘Iifé from this pooled fund is then entrusted to full time: professional and experienced foreign traders whoigach specialize in the following currencies: Japaneseliien, Euro, British Pound, Swiss Francs and Ausifalian Dollar. Profits generated from trading these/major currencies is credited into the Profit and LossiAGcount, which at the end of the eight calendar week (8tiin period, will be distributed among the investors! — Investors « are informed of their account “Stus thru trading statements issued by PIPC every{liine there is a trade made in their respective accounts! §! A copy of the company brochure together with its atfachments are hereto attached and made an integral part hereof as Annex "MM", ae 14. The complainants-investors further alleged thaljthe directors, officers, employees and agents of PIPC CORP. claimed that the company is ontiiea in offshore foreign currency exchange trading and is the Philippine office/branch of theif Bormance Group of Companies c particularly, China, Hong Kong, Japan, Singapore, indo Sia, British Virgin Islands and bly of respondent PIPC CORP., h the authority to solicit, offer ‘erformance Group’, for brevity), with affliates situated;{in different parts of the world, Zurich. With such basic depiction of the legitimacy and stal the complainants-investors deduced that it was clothed i and/or sell securities. As regards the directors, officers, emplgyees and agents of respondent PIPC CORP., that they secured the proper individual licens ht feom the SEC as salesmen of securities to enable them to solicit, offer and/or sell the samé. ip qf ; Page 6 of 1415. However, upon inquiry from the Corporation Finance Department (CFD), the complainants-investors were informed that respondent PIPC CORP. did not file any registration statement with respect to the securities being offered and sold to the public. Hence, the act of respondent PIPC CORP. and its directors, officers, employees and agents of offering and selling securities to the public is not only unauthorized but also contrary to the purpose stated in its Articles of Incorporation, which is to act only as a financial research facility. A copy of the Certification issued by Director JUSTINA F. CALLANGAN of the CFD. dated 11 November 2008 stating that PIPC CORP./PERFORMANCE INVESTMENT PRODUCTS CORPORATION-BVI is not a registered issuer of securities pursuant to Sections 8 and 12 of the SRC is hereto attached and made an integral part hereof as Annex “NN”. 16. On 3 December 2007, the CED filed a complaint-Affidavit with the Department of Justice (DOJ) against PIPC CORP., MICHAEL H.K. LIEW and CRISTINA GONZALES TUASON for violation of Sections 8, 26 and 28 of the Securities Regulation Code (SRC) and MA. CRISTINA B, JURADO, BARBARA GARCIA, JONATHAN OCAMPO, ANTHONY KIERULF, MARIA PAMELA MORRIS/MARIA MORRIS, RENATO SARMIENTO JR., DEBORAH V. YABUT, VJ VERGEL DE DIOS, DAVID CHUA-UNSU, NICOLE ORTEGA, © NICOLINE AMORANTO/NICOLINE AMORANTO MENDOZA, JOSE “JAY” TENGCO III, LUIS “JIMBO” ARAGON, OUDINE SANTOS, MIA LEGARDA, CHRISTINE: YU, HERLEY HESUITAS, YEYE SAN PEDRO CHOA, MYENNE CARMONA, EUGENE GO and MICHAEL MELCHOR NUBLA for violation of Sections 8 and 28 of the SRC, which was docketed as 1S No, 2007-1054. A copy of the said Complaint-Affidavit is hereto attached and made an integral part hereof as Annex “OO”. 17. On 18 April 2008, the Panel of State Prosecutors rendered its Resolution finding probable cause against: [1] PIPC Corp., MICHAEL H.K. LIEW and CRISTINA GONZALES TUASON for violation of Section 8 of the SRC; [2] MICHAEL H.K. LIEW and CRISTINA GONZALES TUASON for violation of Section 26 of the SRC; and [3] CRISTINA GOZALEZ- TUASON, MA. CRISTINA BAUTISTA-JURADO, BARBARA GARCIA, ANTHONY KIERULF, EUGENE GO, MICHAEL MELCHOR “NUBLA’, MA. PAMELA MORRIS, LUIS “JIMBO" ARAGON, RENATO SARMIENTO, JR., VICTOR JOSE VERGEL DE DIOS, NICOLINE AMORANTO MENDOZA, JOSE "JAY" TENGCO Ill, OUDINE SANTOS and HERLEY HESUITAS for violation of Section 28 of the SRC. A copy of the Resolution of the Panel of State Prosecutors is hereto attached and made an integral part hereof as Annex “PP”. Page 7 of 14ARGUMENTS/DISCUSSION 18. Section 8 paragraph 8.1 of the SRC clearly states that “securities shall not be sold or offered for sale or distribution in the Philippines, without a registration statement duly filed with and approved by the SEC’. 19. _ Inthe instant case, the contract entered into between respondent PIPC CORP. and the individual complainants-investors denominated as “Portfolio Management Partnership Agreement" fall under the category of a security, particularly that of an investment contract. Under Section 3.1 of the Securities Regulation Code securities are “shares, participation or interest 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: xxx investment contracts, certificates of interest or participation in a profit sharing agreement, certificates of deposit for a future subscription.” 20. _ Inrelation thereto, SRC, Rule 3(1)(G) of the Amended Implementing Rules and Regulations of the Securities and Regulation Code defines an investment contract as follows: °G. An investment contract means a contract, transaction or scheme (collectively “contract") whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. 4. An investment contract is presumed to exist whenever a person seeks to use the money or property of others on the promise of profits. 2. A common enterprise is deemed created when two (2) or more investors “pool” their resources, creating a common enterprise, even if the promoter receives nothing more than a broker's commission.” 21. - There are three (3) investment products offered as options by PIPC CORP. to its investors, viz: (1) PMP 1 — with a minimum placement of US$40,000, the principal is fully guaranteed, with varied returns on the investment; (2) PMP 2 ~ with a minimum placement of US$100,000, where the principal is 80% guaranteed; and (3) PMP 3 ~ where the investor would place his money and he would trade it himself. Page 8 of 1422. When the investor agrees to purchase or avail of the investment product/s offered by PIPC Corp.,- detailed instruction as regards the transfer of money is laid down by the agent or salesman. The investor is given the option to pay the minimum amount of US$40,000 either in cash to his agent or to PIPC CORP’s head office or remit the money directly to its offshore account, usually in ABN-Amro Bank or Standard Chartered Bank. Some of the complainants-investors also issued checks for the amount invested, payable to the salesman or agent who recruited them, Others even deposited their investment to the local andlor personal accounts of the officer, salesman or agent of PIPC CORP. as clearly evidenced by the deposit slips filled up by them. 23, Based on the Complaint-Affidavits of the complainants-investors and the documents attached thereto (Please see Annexes “F” fo “KK’), after the complainants investors have decided to invest their money in PIPC CORP. and after they have transmitted their investment to the offshore bank account of Performance-BV! as instructed by the officers, agents, employees and salesmen of PIPC CORP., the complainants-investors were given the following documents: a. The investment contract which is denominated as Portfolio Management Partnership Agreement (PMPA) which includes a Partnership Application, Declaration of Trust Agreement for a Party Referral Agent and Consent to Disclosure; b. Letter from Performance Investment Products Corporation signed by Michael H.K. Liew stating that Performance-BVI received the investor's signed Partnership Agreement and his/her capital investment; c. Receipt stating that Performance Investment Products Corporation received the money/capital investment of the investor either in US Dollars or in any other foreign currency; d. _ Regular trading reports. 24. Allegedly, PIPC CORP. utilizes the invested funds for foreign currency trading. As provided in the PMPA, profits realized will be distributed between. the investor and Performance-BVI according to a 60%-40% or 80%-20% ratio with the higher percentage in favor of the investor, Performance-BVI, in turn, will remit the profit eamed by the investor to the latter's dollar account in the Philippines after deducting trading commissions and management fees therefrom. Page 9 of 1425. However, losses from the foreign exchange trading shall be bore by the investor to the extent of Thirty Percent (30%) of the total invested funds. . In other words, PIPC Corp./Performance-BVI guarantees the return to the investors of Seventy Percent (70%) of the invested funds. 26. The common thread in all the complainants-investors' affidavits is that they part with their money and in effect entrust their funds for remittance to an offshore account in the name of Performance Investments Products Corporation. All the monies that were transferred to the offshore account of PIPC are said to be held in trust by Performance-BVI as stated in the Declaration of Trust signed by PIPC and each complainant-investor. 27. The funds from these investors are pooled together and are placed into a fixed deposit account with a PIPC designated bank. In turn, the latter manages and supposedly trades the same abroad In an exchange by a Fund Manager who represents PIPC. 28. In “In the Matter of Octopus Network, Inc., PED Case No. 98-2220, May 22, 1998," the Commission declared: “Several tests have evolved to determine what constitutes ‘common enterprise.’ One of these tests is the horizontal commonality approach. Under this test, the determination of whether a transaction satisfies the commonality element of the modified Howey test involves an inquiry into whether, said transaction involved the joint participation of more than one investor in the investment of funds or the sharing of profits. Furthermore, joint participation by investors in the same investment enterprise, achieved by pooling the invested funds for a common purpose, is required in order to satisfy the common enterprise element. In the case at bar, there are 21,210 participants in the scheme based upon the ‘List of Participants’ submitted by the Octopus to this Commission. Clearly, the horizontal approach has been satisfied with the number of participants that have joined the scheme since its inception. Likewise, there is a pooling as the participants deposit P100.00 each to the account of the participant ‘on the top position.” ! ' 29. In this case, records clearly showed that the monies infused by the complainants-investors were deposited directly to the account of Performance Investment Products Corporation. It is not clear, though, if said account belonged to PIPC CORP. or Performance-BVI. But the ambiguity seemed to have been deliberately and conveniently Page 10 of 14created in order that PIPC CORP. may easily deny connection with Performance-BVI on the plain assertion that the two corporations are separate and distinct from each other. 30. The prevailing factor in the complainants-investors’ decision to entrust their funds with PIPC CORP. was the purported viability, soundness and uniqueness of the investment product and the potentially higher profits that could be realized with limited risk of loss. Moreover, the representation that the capital would be managed by the most experienced and seasoned fund managers here and abroad further enticed the complainants- investors and gave them a sense of security that their money was professionally if not expertly managed 31. It could not be denied that profits arose principally from the exertions of others, particularly, the efforts of PIPC CORP. and its “alleged” battery of conservative expert foreign currency traders abroad. It was PIPC CORP. that conceptualized and packaged the program including the entitlement to the benefits, Indubitably, complainants-investors relied wholly on the representations and enticements of respondent PIPC CORP'’s. directors, officers, employees and agents. 32. The complainants-investors were also made to sign a set of pro forma documents without the terms and conditions being explained to them. There was no disclosure of the magnitude of the risks involved and the technical aspects of the foreign currency exchange trading scheme. The investors were simply told that their funds would be traded in the international foreign currency trading market. The complaingnts-investors who had no experience in foreign currency trading relied completely on the updates and reports of PIPC CORP. through its directors, officers, employees and agents. They had no clear idea of the mechanics of the trading transactions employed abroad and had no occasion or opportunity to influence the decisions made on their behalf by PIPC CORP.'s so-called traders. The complainants-investors simply waited for the profits to be credited to their accounts after each investment cycle or period which was usually eight (8) weeks long. In other words, it is patent that it was not through investors’ efforts that profits were generated from their investments. 33. The act of the respondent PIPC CORP. in offering and selling its investment product to the general public through the distribution of brochures and solicitation by the salesmen, agents and employees of PIPC CORP. constitutes public offering as defined under Rule 3, Paragraph 1, Subparagraph N of the Amended Implementing Rules and Regulations Page 11 of 14of the Securities Regulation Code, which provides: “Public Offering means a random or indiscriminate offering of securities in general to anyone who will buy, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes shall be presumed to be a public offering: i. Publication in any newspaper, magazine or printed reading material which is distributed within the Philippines or any part thereof; ii. Presentation in any public or commercial place; iii, Advertisement or announcement in any radio or television, or in any online or email system; or Wv. Distribution and/or making available flyers, brochures or any offering material in a public or commercial place, or mailing the same to prospective purchasers.” H Moreover, based on the documents submitted by the complainants-investors, a sale or disposition for value of the PMPA was already made by the respondent to them. 34. Considering that the PMPA ts considered an investment contract, which under the SRC falls squarely within the ambit of “securities,” the same is prohibited from being offered and sold within the Philippines without first being registered. In the same manner that any person, juridical or natural, who would offer or sell securities shall secure the required secondary license from the SEC. PIPC CORP. is not a broker or dealer of securities under the SRC. Neither is it licensed to issue securities to the public. There is either no record that would show that PIPC CORP. had secured any exemption from thé requirement of registration from the SEC. 35. Said investment contract, being in the nature of securities, is required under Section 8 of the SRC to be registered before being offered or sold to the general public. However, based from the records of the SEC as evidenced by the Certification issued by the CFD (Please see Annex “NN"), respondent PIPC CORP. did not file any registration statement with respect to the securities being offered and sold to the public in violation of Sections 8 and 12 of the SRC. However, as can be seen from the facts and evidence, respondent PIPC CORP. knowingly engaged in the offering and selling of investment contracts to the damage and prejudice of the public. ; Page 12 of 1436. The afore-quoted Section of the Securities Regulation Code requires registration of securities before being offered or sold to the general public. Thus, offering or selling securities to the general public knowing that the securities being offered are not registered with the SEC amounts to serious misrepresentation as to what the corporation can do or is doing to the great prejudice of or damage to the general public which is a ground for revocation of license as provided for in Section 6 (I) (2) of Presidential Decree 902-A. 37. _ As discussed above, respondent PIPC Corp. has been shown, among others, to be offering or soliciting investments from the public despite the fact that it is not authorized by the SEC to offer and sell the PMPA which is an investment contract, in violation of Sections 8 and 12 of the SRC. Consequently, it has committed serious misrepresentation to the great prejudice and damage of the general public which therefore necessitates the revocation of its Certificate of Registration. PRAYER WHEREFORE, premises considered, it is most respectfully prayed of this Honorable Office that the Certificate of Registration of respondent PIPC CORP. be revoked for violation of Section 6, letter (L) (2) of Presidential Decree No. 902-A. It is also prayed that summons be effected by publication pursuant to Section 4-9 of the 2006 Rules of Procedure of the SEC. Petitioner EPD likewise prays for such other reliefs and remedies as are just and ‘equitable under the premises. Mandaluyong City, August 24, 2011 FOR THE ENFORCEMENT AND PROSECUTION DEPARTMENT LEILA T. LAURETA-AGUSTIN OIC-Evaluation and Prosecution Division Enforcement and Prosecution Department IBP No. 735673/01-09-10/Nueva Ecija Roll of Attorneys No. 45185 MCLE Compliance No. !1-0013602 Issued on: April 23, 2010 Page 13 of 14ationand es Cowal Division Enforcement and Prosecution Department Securities and Exchange Commission IBP No. 810526/01-08-10/Manila |V Roll of Attorneys No. 48222 MCLE Compliance No. IlI-0013789 Issued on: April 23, 2010 Page 14 of 14VERIFICATION and CERTIFICATION WE, Attys. JOSE VERMON G. FILIO and NILO V. MARGATE are all of legal age, Filipinos and with postal address at c/o Enforcement and Prosecution Department, 5° Floor, SEC Building, EDSA-Greenhills, Mandaluyong City, after having been sworn in accordance with law, hereby depose and state that: 1. We are the investigators assigned in the instant case; 2. We have read and understood the foregoing PETITION (For Revocation of Corporate Registration) 3. The allegations therein are true and correct based on our personal knowledge and available records. 4, Other than an Information which was filed with the Regional Trial Court of Makati City, Branch 139 and docketed as Criminal Case No. 08-1083 entitled “People of the Philippines vs. Cristina Gonzales-Tuason, et al.” for violation of Section 28 of the SRC in connection with the preliminary investigation conducted by the Special Panel of Investigating Prosecutors in 1.8. No. 2007-1054 and a criminal complaint pending with the Department of Justice for Violation of Sections 8, 26 and 28 of the Securities Regulation Code docketed as NPS Docket No. XVI-INV-09A-00027 entitled "Securities and Exchange Commission vs. PIPC Corp. et al., no other action or proceeding involving the same issues has been filed before the Supreme Court, Court of Appeals, or any other court, tribunal or agency. 5, If we should lear that a similar action or proceeding has been filed or is pending before the Supreme Court, Court of Appeals, or any other Court, tribunal or agency, we undertake to notify this Honorable Office of the same within five (5) days from knowledge. IN WITNI EREOF, we have hereunto affixed our signatures this 25" day of August 2011 at Sheva tire . Philippines. ? wes JO: ER) ‘G. FILIO NILO waniGare Af Affiant QUEZON cry SUBSCRIBED AND SWORN lo before me in_ this 25" day of August 2011 by JOSE VERMON, G. FILIO and NILO V. MARGATE who have satisfactorily proven to me their identities through their respective Identification Cards issued by the Securities and Exchange Commission (SEC) beating their photographs and signatures with No. 1142 and 1114, that they are the same persons who signed before me the foregoing verification and acknowledged that they executed the same [fer okies fowhus ee ssc UR OM RMS Bupa. IRE ani ER ae ean PPE NOL ASS991 WOM EOT: : voc. no. A, Page No. 2]: Book No. uel: Series of 2011