The Securities Regulation Code and its Implementing Rules and Regulations

Rule 12

5 (B) Publication and Posting of Notice of Filing 12.5(b).1. The Issuer shall prepare and file with its registration statement a notification of such filing which shall state that (a) a registration statement for the sale of the subject security has been filed with the Commission; (b) that the registration statement is open for inspection by interested parties during business hours at the Commission; and (c) that copies shall be furnished to anyone requesting them for a reasonable cost. The notice shall be signed by the Director of the department concerned or any officer designated by the Commission. The Issuer shall, upon or before filing, publish the notice, at its own expense, in two (2) national newspapers of general circulation once a week for two (2) consecutive weeks and post the said notice and updated prospectus in its website. The required format for this notice is shown in "Annex A." 12.5(b).1.1. In the choice of the newspaper where the notice shall be published, the Issuer shall take into account the following considerations: 12.5(b).1.1.1. The notice shall likely be read by the persons who may be interested in or whose interests would be affected by the registration statement; 12.5(b).1.1.2. The national newspaper of general circulation is published at regular intervals, preferably five (5) times a week; 12.5(b).1.1.3. The newspaper must not be devoted to the interests of or published for the entertainment of a particular class, profession, trade, calling, race or religious denomination. 12.5(b).1.2. The burden of proof of showing satisfactory compliance with the notice requirement shall rest with the Issuer and the Commission may order a republication and/or re-posting of the notice if, in its judgment, the objective of the notice requirement has not been met. 12.5(b).2. As part of its registration statement, the Issuer shall submit to the Commission an affidavit of publication with a copy of the notice that was published or a copy of the pro-forma notice to be published, with the attestation that the publication has been or will be immediately undertaken. 12.5(b).3. The order of the Commission rendering effective the registration statement shall, at the expense of the Issuer, be published in a national newspaper of general circulation and uploaded in its website within two (2) business days from its issuance. 13.1. If the Commission, after due notice and hearing, revokes or suspends the effectivity of a registration statement under Sections 13 and 15 of the Code respectively: 13.1.1. The Commission shall publish a notice of the order of revocation or suspension in a national newspaper of general circulation in the Philippines and/or post at the Commission's website, along with a statement that the offering in its current form has been cancelled. 13.1.2. Upon receipt of a notice under SRC Rule 13.1.1, the Issuer and all persons acting on its behalf in the distribution of the subject securities shall immediately terminate the offering and return any and all payments received from purchasers within ten (10) business days after the notice was first published. 13.2. Voluntary Revocation 13.2.1. An Application for Voluntary Revocation of Registration of Securities shall include the following documents: 13.2.1.1. Verified Petition for Revocation of Registration; 13.2.1.2. Board Resolution approving the revocation, certified under oath by the corporate secretary and attested to by the president or anyone performing a similar function; 13.2.1.3. List of stockholders indicating their respective shareholdings as of the latest date; 13.2.1.4. All relevant books and papers of the Issuer, as may be determined by the Commission; 13.2.1.5. Proposed Notice of Filing of Petition for Voluntary Revocation of Registration of Securities, reciting the facts supporting the said petition which shall be subject to the approval of the Commission; and 13.2.1.6. Copy of the official receipt representing payment of the prescribed filing fees. 13.2.2. The Commission may impose such other requirements or conditions it may deem necessary. 13.2.3. Procedures 13.2.3.1. Upon the presentation of the documents required for voluntary revocation of registration of securities, the Notice of Filing of Petition for Voluntary Revocation shall be immediately published by the Issuer at its own expense, once in a national newspaper of general circulation. 13.2.3.2. If, after fifteen (15) business days from the said publication, the Commission finds that the petition together with all other papers and documents attached to it, is on its face complete and that no party stands to suffer any damage from the revocation, it shall prepare an order revoking the registration. 13.2.3.3. The Order of Revocation shall be published once in a national newspaper of general circulation at the expense of the company, and/or uploaded at the Commission's website. 13.3. The Order of Revocation shall exempt the Issuer from its reporting obligations under Section 17.2 of the Code unless it still qualifies as a public company. 14.1. For purposes of this Rule, material information shall include, but not be limited to, the following: 14.1.1. Any event or transaction which increases or creates a risk on the investments or on the securities covered by the registration; 14.1.2. Increase or decrease in the volume of the securities being offered at an issue price higher or lower than the range set and disclosed in the registration statement and which results to a derogation of the rights of existing security holders, as may be determined by the Commission; 14.1.3. Major change in the primary business of the Issuer; 14.1.4. Reorganization of the company; 14.1.5. Loss, deterioration or substitution of the property underlying the securities; 14.1.6. Ten percent (10%) or more change in the financial condition or results of operation of the Issuer unless a report to that effect has been filed with the Commission and furnished the prospective purchaser; 14.1.7. Classification, de-classification or re-classification of securities which results to the derogation of the rights of existing security holders, as may be determined by the Commission. 14.2. If a registration statement or prospectus on file with the Commission becomes incomplete or inaccurate in any material respect or if the Issuer wants to change any material information therein after a current report or SEC Form 17-C has been filed, the Issuer shall: 14.2.1. File an amendment to the registration statement with the Commission explaining in detail all proposed changes which shall be reviewed by the Commission in accordance with Section 14 of the Code; 14.2.2. If the registration statement has been declared effective by the Commission, publish a notice of the proposed amendment/s, including the reasons for the amendments, in two (2) national newspapers of general circulation in the Philippines stating that the offering in its current form has been amended; 14.2.3. If the changes shall result in a derogation of the rights of existing security holders or purchasers of securities or, membership certificates who have paid a portion of the selling price, the Issuer may include in the above-mentioned publication an offer to rescind all transactions that have been completed for sale to date, without making any deduction pursuant to SRC Rule 14.2.4 and wait for thirty (30) days for the purchasers to respond to the rescission offer before initiating the amended offering; 14.2.4. If the conditions under SRC Rule 14.23 are present, the purchasers may, within thirty (30) days from the date of such notification, renounce their purchase of the said securities. Upon such renunciation, the Issuer, or any person acting on behalf of the Issuer in connection with the distribution of the said securities, shall, within ten (10) days from receipt of notification of such election, return the payments made by security holders or purchasers of securities, or membership certificates. Purchasers who decide not to renounce their purchase of securities shall be subject to the terms of the amended offering; and 14.2.5. In case of an increase in the volume or offering price of the securities to a level higher than the range previously disclosed by the Issuer, the amended registration statement or prospectus shall be accompanied by a filing fee based on the difference between the highest aggregate amount in relation to the previous range and the total amount based on the new volume or price. For amendments other than the offering price, the filing fee for the amended registration statement or prospectus shall be in such amount as the Commission may determine. 14.3. If the Commission learns that the prospectus is on its face incomplete or inaccurate in any material respect, or there is a material omission in it, it may require Issuer to comply with SRC Rule 14.2, or suspend or revoke its registration under Section 13 or 15 of the Code. 14.4. If non-material information stated in the prospectus changes, the Issuer shall file a report on SEC Form 17-C on the said changes prior to making any amendments in the registration statement. The proposed amendments shall be considered part of the original disclosure unless the Commission, within twenty (20) business days from receipt of such report, requires the Issuer to explain such changes. 14.5. Every amendment of a registration statement shall be signed by the persons specified in Section 12.4 of the Code or by any executive officer duly authorized by the board of directors. The final registration statement and prospectus shall, however, be signed by all the required signatories under Section 12.4 of the Code. 14.6. The Issuer shall file with the Commission one (1) complete, unmarked copy of every amendment, including exhibits and other papers and documents filed as part of the amendment and one (1) additional copy, marked to indicate clearly and precisely, by underlining or in some other appropriate manner, the changes effected in the registration statement by the amendment. Four (4) copies of the amended registration statement and prospectus shall be signed by the required signatories and filed with the Commission. 14.7. A copy of every amendment relating to a certified financial statements shall include the consent of the certifying accountant on the use of his certificate in the amended financial statements in the registration statement or prospectus and to being named as having certified such financial statements. 14.8. The date on which the amendments are received by the Commission shall be considered their date of filing if all the requirements of the Code and these Rules have been complied with. 14.9. The Commission may, taking into consideration the interests of the investors, order the publication in a national newspaper of general circulation of its order rendering effective the amended registration statement. 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 the 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. 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.

Rule 12

2 Incorporation by Reference 12.2.1. Except for information filed as an exhibit, as provided for in SRC Rule 12.2.3, or is required to be contained in the prospectus subject of SRC Rule 12.2.4, information may be incorporated by reference to fully or partially answer any item of a registration statement filed pursuant to SRC Rule 8 or a report filed pursuant to SRC Rule 17.1 subject to the following provisions: 12.2.1.1. Financial statements incorporated by reference shall satisfy the requirements of the form or report in which they are incorporated. Financial statements or other financial data required to be given in comparative form for two (2) or more fiscal years or periods shall not be incorporated by reference unless the material incorporated by reference includes the entire period for which the comparative data are given; 12.2.1.2. Information in any part of the registration statement or other reports may be incorporated by reference to fully or partially answer any other item of the registration statement or other report; and 12.2.1.3. Copies of any information or financial statements incorporated into a registration statement or other report by reference, or copies of the pertinent pages of the document containing such information or statements, shall be filed as an exhibit to the statement or report. 12.2.2. All materials incorporated by reference shall be clearly identified by page, paragraph, caption or other means of identification. If only certain pages of a document are incorporated by reference and filed as an exhibit, the document from which the material was taken shall be clearly identified in the reference. An express statement that the specified matter is incorporated by reference shall be made at the particular place in the statement or report where the information is required. A matter shall not be incorporated by reference in any case if such incorporation would render the statement or report incomplete, unclear or confusing. 12.2.3. Incorporation of Exhibits by Reference 12.2.3.1. Any document or parts of it that have been filed with the Commission pursuant to the Code may be incorporated by reference as an exhibit to any statement or report filed with the Commission by the same or any other person. Any document or parts of it that are filed with an Exchange pursuant to the Code may be incorporated by reference as an exhibit to any statement or report filed with that Exchange by the same or any other person. 12.2.3.2. If any modification has been made in the text of any document incorporated by reference since its filing, the Issuer shall file with the reference a statement containing the text of any such modification and its date. 12.2.4. Information shall not be incorporated by reference in a prospectus.

Rule 12

1 Filing Requirements under the Code 12.1.1. Underwriting Requirement for Registered Securities Issuers of Registered Securities shall enter into an underwriting agreement with a universal bank, investment house or any other financial institution duly licensed under the Investment Houses Law; Provided, that if the underwriter is part of a group composed of such institutions, the group shall agree on a syndicate manager that shall act on behalf of, and be responsible to, the group and whose actions shall be binding on the members of the group. No underwriting agreement shall be required for issuers of proprietary/non-proprietary securities and timeshares. 12.1.2. Requirements for Registration of Commercial Papers and Bonds 12.1.2.1. No commercial papers or bonds shall be offered for sale to the public unless the following registration requirements are complied with: 12.1.2.1.1. A registration statement shall be filed in accordance with SRC Rule 8.1 and this Rule; 12.1.2.1.2. The Commission may grant exemptive relief with respect to the requirement of an underwriting agreement provided the Issuer can show sufficient proof that it has the ability to sell all or substantially all of its debt securities to the public; 12.1.2.1.3. Except for an issuance that amounts to not more than twenty five percent (25%) of the Issuer's net worth both on the basis of its stand-alone Audited Financial Statements and Consolidated Audited Financial Statements, if applicable, or where there is an irrevocable committed credit line with a bank covering one hundred percent (100%) of the proposed issuance, an issuer of commercial papers shall be rated by a Credit Rating Agency ("CRA") accredited by the Commission. 12.1.2.2. The CRA which will provide the rating required under these rules shall comply with the requirements for accreditation, operations and reporting of CRA under SEC Memorandum Circular No. 7, Series of 2014 and SRC Rule 39.1. 12.1.2.3. The Issuer shall comply with such other terms and conditions that the Commission may impose from time to time in the exercise of its mandate to protect the investors. 12.1.2.4. The Issuer shall comply with the conditions imposed for the registration of its commercial papers during the effectivity of the registration statement covering the said securities. The failure to comply with the conditions shall be sufficient ground, after notice and hearing, for the suspension or revocation of the registration. 12.1.2.5. Term of Registration and Reissuance The registration of commercial papers shall be valid for three (3) years or a longer period as may be prescribed by the Commission; Provided, that the Issuer shall include in its quarterly report the amount of commercial papers actually sold. 12.1.2.6. Default 12.1.2.6.1. If an Issuer of commercial papers defaults or fails to pay in full upon demand at its maturity date, the Issuer shall, within the next business day after such failure, notify in writing its underwriter or selling agent and the Commission of such failure and the latter shall forthwith issue a Cease and Desist Order enjoining the Issuer and underwriter or selling agent from further offering for sale the subject commercial papers. 12.1.3. Requirements for Registration of Derivatives 12.1.3.1. Warrants 12.1.3.1.1. Definitions. For purposes of this Rule, the following terms shall be construed as follows: 12.1.3.1.1.1. Warrant Certificate — means the certificate representing the right to a Warrant, which may or may not be detachable, that is issued by an Issuer to a Warrant holder. 12.1.3.1.1.2. Warrant Instrument — means the written document or deed containing the terms and conditions of the issue and exercise of a Warrant whose terms and conditions shall include (i) the maximum underlying shares that can be purchased upon exercise, (ii) the exercise period, and (iii) such other terms and conditions as the Commission may require. 12.1.3.1.1.3. Detachable Warrant — means a Warrant that may be sold, transferred or assigned to any person by the Warrant holder separate from, and independent of, the corresponding Beneficiary Securities. 12.1.3.1.1.4. Non-detachable Warrant — means a Warrant that may not be sold, transferred or assigned to any person by the Warrant holder separate from, and independent of, the Beneficiary Securities. 12.1.3.1.1.5. Beneficiary Securities — means the shares of stock and other securities of the Issuer which form the basis of entitlement in a Warrant. 12.1.3.1.1.6. Underlying Shares — means the unissued shares of a corporation that may be purchased by the Warrant holder upon the exercise of the right granted under the Warrant. 12.1.3.1.2. Registration 12.1.3.1.2.1. Upon registration of its warrants under Sections 8 and 12 of the Code and SRC Rules 8.1 and 12.1, a corporation may offer and issue such securities to the public. 12.1.3.1.2.2. The Issuer shall disclose in its registration statement the terms and conditions of the warrant plan, including its related computational data. 12.1.3.1.2.3. An Issuer proposing to offer Warrants to the public shall file SEC Form 12-1 and pay the filing fees in such amounts as the Commission may determine. 12.1.3.1.3. Form, Content and Other Requirements of Warrant Certificates 12.1.3.1.3.1. All Warrants authorized for issuance by the Commission shall be evidenced by Warrant Certificates which shall be signed by the president (or such other officer as may be duly authorized by the board of directors) and corporate secretary of the Issuer. 12.1.3.1.3.2. For Detachable Warrants, the Warrant Certificate shall state the following on its face: "This Warrant does not represent any share of stock, but only a right to purchase shares of stock of the Issuer under the terms and conditions contained in the certificate." A Warrant Certificate shall also state (whether on its face or on its reverse side) the warrant certificate number; par or issue value, class and number of the corresponding underlying shares; exercise price, or formula for computing the same, or any adjustments; exercise period and expiry date of the Warrant; procedure for the exercise; summary of the provisions contained in the Warrant Instrument; and exchange ratio or the number of underlying shares that may be purchased by each Warrant holder. 12.1.3.1.3.3. For Non-detachable Warrants, the right granted under the Warrant shall be described in the stock transfer or instrument evidencing the Beneficial Securities. A Warrant Certificate or the stock certificate or instrument evidencing the Beneficial Securities where the non-detachable Warrant is described shall also state (whether on its face or on its reverse side) the warrant certificate number; par or issue value, class and number of the corresponding underlying shares; exercise price, or formula for computing the same, or any adjustments; exercise period and expiry date of the Warrant; procedure for the exercise; summary of the provisions contained in the Warrant Instrument; and exchange ratio or the number of underlying shares that may be purchased by each Warrant holder. 12.1.3.1.4. Exercise Period Warrant holders may exercise the right granted under a Warrant within the period set by the Issuer as disclosed in its registration statement. Such set period shall hereinafter be referred to as the "Exercise Period". No extension of such period shall be allowed without the written consent of the Warrant Holders representing a majority of the total number of warrants held. 12.1.3.1.5. Exercise Price 12.1.3.1.5.1. The Exercise Price shall be a price fixed at the time of the registration, or computed using the stated formula, and disclosed by the Issuer in its registration statement. 12.1.3.1.5.2. The Exercise Price shall be paid in full upon the exercise of the right, and shall not be less than the par value of the underlying shares nor less than Five Pesos (PhP5.00) per share, if the underlying shares have no par value. 12.1.3.1.5.3. The Exercise Price shall be adjusted only if the Warrant Instrument provides for (i) the conditions under which adjustments in Exercise Price can be made; (ii) the formula under which the adjusted Exercise Price can be determined; and (iii) under any of the following circumstances that may occur after the issuance of the Warrant: 12.1.3.1.5.3.1. Change in the par value of the underlying shares; 12.1.3.1.5.3.2. Declaration of stock dividends; 12.1.3.1.5.3.3. Offering of additional shares at a price different from the original exercise price; 12.1.3.1.5.3.4. Merger, consolidation or quasi-reorganization; 12.1.3.1.5.3.5. Disposition of a substantial portion of the assets of the corporation; and 12.1.3.1.5.3.6. Such other similar instances as may be approved by the Commission. 12.1.3.1.6. Warrants Registry Book Any corporation authorized to issue Warrants shall have a Warrants Registry Book or equivalent scripless record system maintained by a designated Warrants Registrar who shall preferably be the Stock and Transfer Agent of the Issuer. Upon the exercise of the right granted under a Warrant, a notation to this effect shall be duly recorded in the Warrants Registry Book and the purchase of the Underlying Shares shall be recorded in the Stock and Transfer Book of the Issuer. Any sale, transfer, or assignment of a Warrant must be recorded in the Warrants Registry Book, including the names of the transferor and transferee, the number of Warrants transferred and the number of Underlying Shares covered by the said transfer. Unless recorded in the Warrants Registry Book, the transfer of Warrants shall not be binding on the Issuer. 12.1.3.1.7. Transferability of Warrants All registered Warrants shall be transferable without need of approval from the Commission; Provided, that Non-detachable Warrants shall be transferred only together with the Beneficial Securities. 12.1.3.1.8. Listing Requirements Warrants authorized for issuance by the Commission may be listed in an Exchange together with the Beneficiary Securities in accordance with existing rules for the listing of securities, and under such other rules as the Exchange may adopt and approved by the Commission; Provided, that the Warrants shall be automatically delisted upon the lapse of the Exercise Period. 12.1.3.1.9. Structured and other types of Warrants The registration and trading of structured and other warrants shall be governed by special rules that may be issued by the Commission. 12.1.3.2. Options 12.1.3.2.1. No corporation shall grant or offer any Option to the public unless it is registered in accordance with Sections 8 and 12 of the Code and Rules 8.1 and 12.1, except when the security is exempt from registration under Sections 9 and 10 of the Code or under these Rules. 12.1.3.2.2. A person proposing to offer any Option to the public shall file SEC Form 12-1. Notwithstanding that the Option has no issue value, it shall pay the filing fees in such amounts as the Commission may determine. 12.1.3.2.3. The Issuer shall disclose in its registration statement the terms and conditions of the Option plan, including its related computational data. The plan shall be submitted as an exhibit to the registration statement. 12.1.3.2.4. In evaluating the registration of stock Options, the Commission shall be guided by the following considerations: 12.1.3.2.4.1. Stocks granted to stockholders proportionate to their shareholdings may be allowed. 12.1.3.2.4.2. Stock Options may be granted to employees or officials who are not members of the board of directors, subject, however, to a review of the scheme by the board and approval by the stockholders in order to widen the corporate base and distribute corporate profits more equitably. 12.1.3.2.4.3. Stock Options may be granted to non-stockholders if the board has been authorized to grant that benefit by the corporation's articles of incorporation, by-laws or by a resolution of the stockholders representing at least two-thirds (2/3) of the outstanding voting and non-voting capital stock. 12.1.3.2.4.4. Stock Options granted to directors and officers must be approved in a meeting of the stockholders representing at least two-thirds (2/3) of the outstanding voting and non-voting capital stock. 12.1.3.2.4.5. The exercise of Options must be done within the period set by the Issuer as disclosed in its registration statement. 12.1.3.2.4.6. Corporations that grant Options shall maintain an Option Registry Book or equivalent scripless record system where all Options granted, including transfers, shall be recorded with the entries showing the name of the person to whom the Option has been granted, the basis or authority for such grant, the date of the grant, the number of shares, the price per share, the exercise date, the total cost and official receipt number. 12.1.3.3. Other Types of Derivatives 12.1.3.3.1. All companies that plan to offer to sell derivatives to the public shall file a registration statement under SEC Form 12-1 in accordance with SRC Rules 8.1 and 12.1. 12.1.3.3.2. The registration statement shall include financial statements prepared in accordance with the Philippine Financial Reporting Standards and applicable International Accounting Standards on Financial Instruments, enumeration of attendant risks and a description of the company's financial risk management policies, including its policies for hedging. 12.1.4. Additional registration requirements for Proprietary and Non-Proprietary Shares or Certificates 12.1.4.1. The Issuer shall clearly indicate in its articles of incorporation, by-laws and prospectus the following: 12.1.4.1.1. A description of the nature and type of the shares or certificates, rights and privileges of their holders, in particular, their right over the use of the facilities of the Issuer; 12.1.4.1.2. The undertaking that the certificates or shares shall be issued within sixty (60) business days from the date of their full payment, and that the Issuer shall qualify the prospective members before the actual sale or transfer of the share or certificate. 12.1.4.2. The Issuer shall also include in the prospectus an undertaking that, if the project or underlying asset for which the securities are sold is, for any reason, not completed within the periods stated in the prospectus, it shall refund the amount of the investment of the purchaser of the securities within ten (10) business days from receipt of a written demand, and which undertaking shall be covered by a surety bond under such terms and conditions as may be approved by the Commission. 12.1.4.3. The Issuer shall also state in the prospectus that it shall: 12.1.4.3.1. Not collect membership dues unless the project is fifty percent (50%) usable as indicated in the prospectus, unless the Issuer provides for a higher percentage of usability; 12.1.4.3.2. Submit to the Commission a report under oath of any increase in fees and the rationale for such increase within thirty (30) business days from the approval by its board of directors of such increase; 12.1.4.3.3. Notify the members of any increase in fees upon the board's approval of the increase; and 12.1.4.3.4. Cause the posting of proper notices and other communications on the charging of fees on bulletin boards situated at conspicuous place/s at the site of the Issuer for the benefit of the secondary market. 12.1.4.4. The following documents shall be submitted as annexes to the registration statement: 12.1.4.4.1. Copy of Subscription Agreement containing the required undertaking under SRC Rule 12.1.4.2 above; 12.1.4.4.2. Copy of a Credit Line Agreement with a reputable domestic bank covering the cost of the entire or unfinished portion of the project. The credit line shall be availed of in the event of insufficiency of funds for the completion of the project arises. The terms of the agreement shall be disclosed in the prospectus; 12.1.4.4.3. Copy of a Custodianship or Escrow Agreement with a reputable bank covering the proceeds from the sale of the shares or certificates, which provides, among others, that the said proceeds shall be withdrawn only upon the presentation of the company's work progress report; and 12.1.4.4.4. Copy of the Environmental Compliance Certificate from the Department of Environment and Natural Resources covering the project. 12.1.4.4.5. Copy of the Original/Transfer Certificate of Title of the property to be developed in the name of the Issuer.