The Securities Regulation Code and its Implementing Rules and Regulations

Rule 66

5 Notwithstanding anything in Subsection 66.4 of the Code to the contrary, on request from a foreign enforcement authority of any country whose laws grant reciprocal assistance as herein provided, the Commission may provide assistance in accordance with this subsection, including the disclosure of any information filed with or transmitted to the Commission, if the requesting authority states that it is conducting an investigation which it deems necessary to determine whether any person has violated, is violating, or is about to violate any laws relating to securities or commodities matters that the requesting authority administers or enforces. Such assistance may be provided without regard to whether the facts stated in the request would also constitute a violation of law of the Philippines. The SEC and its employees shall treat the information received or processed pursuant to this provision with utmost confidentiality and shall not reveal, in any manner, any information known to them by reason of their office. This prohibition shall apply even after their separation from the Commission. The Commission shall formulate rules governing information exchange and dissemination, the security and confidentiality of such information, including procedures for handling, storage, and protection of, as well as access to such information. 67.1. No action or failure to act by the Commission in the administration of the Code shall be construed to mean that the Commission has in any way passed upon the merits of or given approval to any security or any transaction or transactions therein, nor shall such action or failure to act with regard to any statement or report filed with or examined by the Commission pursuant to the Code or the rules and regulations thereunder to be deemed a finding by the Commission that such statements or report is true and accurate on its face or that it is not false or misleading. It shall be unlawful to make, or cause to be made, to any prospective purchaser or seller of a security any representation that any such action or failure to act by the Commission is to be so construed or has such effect. 67.2. Nothing contained in Subsection 67.1 of the Code shall, however, be construed as an exemption from liability of an employee or officer of the Commission for any nonfeasance, misfeasance or malfeasance in the discharge of his official duties. Any person aggrieved by an order of the Commission may appeal the order to the Court of Appeals by petition for review in accordance with the pertinent provisions of the Rules of Court. 71.1. Any condition, stipulation, provision binding any person to waive compliance with any provision of the Code or of any rule or regulation thereunder, or of any rule of an Exchange required thereby, as well as the waiver itself, shall be void. 71.2. Every contract made in violation of any provision of the Code or of any rule or regulation thereunder, and every contract, including any contract for listing a security on an Exchange heretofore or hereafter made, the performance of which involves the violation of, or the continuance of any relationship or practice in violation of, any provision of the Code, or any rule or regulation thereunder, shall be void: 71.2.1. As regards the rights of any person who, in violation of any such provision, rule or regulation, shall have made or engaged in the performance of any such contract; and 71.2.2. As regards the rights of any person who, not being a party to such contract, shall have acquired any right thereunder with actual knowledge of the facts by reason of which the making or performance of such contract was in violation of any such provision, rule or regulation. 71.3. Nothing in the Code shall be construed: 71.3.1. To affect the validity of any loan or extension of credit made or of any lien created prior or subsequent to the effectivity of the Code, unless at the time of the making of such loan or extension of credit or the creating of such lien, the person making such loan or extension of credit or acquiring such lien shall have actual knowledge of the facts by reason of which the making of such loan or extension of credit or the acquisition of such lien is a violation of the provisions of the Code or any rules or regulations thereunder; or 71.3.2. To afford a defense to the collection of any debt, obligation or the enforcement of any lien by any person who shall have acquired such debt, obligation or lien in good faith, for value and without actual knowledge of the violation of any provision of the Code or any rule or regulation thereunder affecting the legality of such debt, obligation or lien.

Rule 66

4 It shall be unlawful for any member, officer, or employee of the Commission to disclose to any person other than a member, officer or employee of the Commission or to use for personal benefit, any information contained in any application, report, or document filed with the Commission which is not made available to the public pursuant to Subsection 66.3 of the Code.

Rule 66

3 Confidential Treatment of Information Filed with the Commission 66.3.1. Any person required to file any application, report or document (hereinafter collectively referred to as the "report") with the Commission under Section 8 or 17 of the Code may remove any confidential information pertaining to trade secrets and processes, commercial or financial information that has been prepared by analysts within or outside a company for strategic purposes, and similar information which raises concerns for business confidentiality from such required report, provided that he files with the Commission a complete report containing such confidential information prominently labeled "CONFIDENTIAL", together with a request for confidential treatment of the report and enumerate or state with particularity, in matrix form, the information or items it wants to be treated as confidential; state the justification for such request for each of the above-mentioned information or items and should answer the question "How will the public disclosure of this information adversely affect my interests?"; indicate the period of effectivity of confidential treatment; and complies with this Rule; provided, however, that the Commission may require disclosure of such confidential information. 66.3.2. For purposes of this Rule, confidential information shall include, but is not limited to, such matters as trade secrets, commercial or financial information that has been prepared by analysts within or outside a company for strategic purposes and similar information which raises concerns for business confidentiality. 66.3.3. The Commission shall maintain the confidentiality of the information contained in the supplemental report, pending a determination by the Commission as to the validity of the request for confidential treatment. (SEC RES. No. 154, s. of 2010) 66.3.4. Within two (2) working days from receipt of the report, the MSRD shall evaluate the application for confidential treatment and present to the Commission En Banc its recommendation on whether or not to grant said request within five (5) working days from receipt of all requirements. (SEC RES. No. 154, s. of 2010) 66.3.5. If it is determined by the MSRD that confidential treatment is not warranted with respect to all or part of the information in question, the person requesting confidential treatment of the information will be notified of this decision by telephone, facsimile, email or other equally prompt means followed up by written notification sent by mail. Such notice will also advise such person that he has the right, which shall be exercised no later than within ten (10) days of receipt of notification by telephone, to request that the Commission en banc reconsider such determination. 66.3.6. A request for reconsideration shall be in writing and include additional factors for the Commission en banc to consider. 66.3.7. The Commission en banc may reconsider such determination only once and its administrative decision shall not be subject to judicial review. 66.3.8. If the Commission en banc makes a determination that any or all of the information in the supplemental report is not entitled to confidential treatment, the person who submitted the request shall promptly make an amended filing with the Commission containing such information. cCHITA