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12-1 SRS Simplified Registration Statement For Hospitals
SEC statement of simplified registration for hospitals
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SEC FORM 12-1 SRS
SIMPLIFIED REGISTRATION STATEMENT FOR HOSPITALS
GENERAL INSTRUCTIONS
1. Pursuant to SEC Res. No. 225, s. of 2017, hospitals may use Form 12-1 SRS for registration of
its securities that are sold or offered for sale pursuant to Section 8 and 12 of the Code. The
use of Form 12-1 SRS is without prejudice to the right of the Commission to require such
other information or documents as it may prescribe, consistent with the interest of the
general public and for the protection of investors.
2. Under Section 13.1(b) of the Securities Regulation Code (“SRC”), the Commission may reject
Registration Statement which on its face is incomplete. Notwithstanding the said provision,
Sec. 14.2 of the SRC states that an amendment filed prior to the effectivity date of the
Registration Statement (“RS”) shall recommence the forty-five (45) day period within which
the Commission shall act on a RS. Thus, should the company be amendable to extending the
45-day processing period (by executing a letter consenting to the processing time of the
application to enable the company to amend its RS) the Market and Securities Regulation
Department (“MSRD”) shall be constrained to elevate the application based on the existing
RS on file, to enable MSRD to comply with the said processing period mandated under
Section 12.6 of the SRC.
3. Attention is directed to Section 68, As Amended on the Financial Statement requirements.
Prior to preparation of their filings, registrants should also review the provisions of SRC
Rule 72.1, "General Rules and Regulations for Filing of SEC Forms with the Securities and
Exchange Commission." Definitions contained in “Annex B” and SRC Rule 68, as amended,
to the extent they are not defined herein, shall govern the meanings of similar terms used
therein.
4. The registration statement shall be signed by the registrant’s chief executive officer, its chief
operating officer, its chief financial officer, its controller, its chief accounting officer, its
corporate secretary or persons performing similar functions.
5. The name of each person who signs the registration statement shall be typed or printed
beneath his/her signature. Any person who occupies more than one of the specified
position shall indicate the capacity in which he signs the registration statement. At least one
(1) copy of the documents filed shall be manually signed and the unsigned copies shall be
conformed.
6. Every amendment to 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 prospectus shall, however, be signed by all required signatories under
Section 12.4 of the Code.
7. Three (3) copies of the complete Form 12-1 SRS shall be filed including exhibits and all
other papers and documents filed as part thereof.
8. In case of withdrawal of a registration statement, fifty percent (50%) of the filing fee paid
shall be forfeited and not be allowed for future application.
9. In the event that the registration statement is rejected pursuant to Section 13 of the Code,
the filing fee paid thereon shall be forfeited.
10. Confidential Treatment of Information filed with the Commission –any request for
confidentiality will be presented to Commission En Banc prior its application for
registration or offering
11. How to use this form: Put ✓ inside the box to mark a box.
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 12-1 SRS
SIMPLIFIED REGISTRATION STATEMENT FOR HOSPITALS
1.
SEC Registration Number ……
2. Exact name of issuer as specified
in its charter
……………………………………………..
3. Principal Business Address
including postal code………..
4. Province, country of other
jurisdiction of incorporation or
organization………..
5.
BIR Tax Identification No.
6.
Industry Group:
Hospitals and Physicians
7. Telephone Number including
area code:
(02)
Fax Number
(02)
8. Official company’s website………..
www.
9. Fiscal Year (Day and Month)
31 December
COMPUTATION OF FILING FEE
Title of each class
of securities to be
registered
Amount to be
registered
Proposed
Maximum offering
price per unit
Proposed
maximum
aggregate offering
price
Amount of
registration fee
Registration Statements filed pursuant to Section 12 of the Code shall be accompanied by a fee as follows:
Maximum aggregate price of
securities to be offered
Amount of filing fee
Not more than P500 Million
0.10% of the maximum aggregate price of the
securities to be offered
More than P500 Million but not more than P750
Million
P500,000 plus 0.075% of the excess over P500
Million
More than P750 Million but not more than P1 Billion
P687,500 plus 0.05% of the excess over P750
Million
More than P1 Billion
P812,500 plus 0.025% of the excess over P1 Billion
A legal research fee of 1% of the filing fee paid for filings made pursuant to SRC Rule 8.1 shall
also be paid at the time of the filing.
PART I - INFORMATION REQUIRED IN PROSPECTUS
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Front of the Registration Statement and Outside Front Cover Page of Prospectus
Inside Front Cover and First Two or More Pages of Prospectus
Forward looking Statement
Definition of Terms
Executive Summary
Risk Factors
Business Information
Use of Proceeds
Description of Securities Offered
Plan of Distribution
Capitalization
Outstanding Securities and Principal Shareholders
Board of Directors
Management
Financial Information
Information on Independent Accountant and Other Related Matters
Independent Auditors and Counsels
Regulatory Framework
Corporate Governance and Board Committees
Other Material Factors
PART II - INFORMATION REQUIRED IN REGISTRATION STATEMENT
BUT NOT REQUIRED IN PROSPECTUS
21. Other Expenses of Issuance and Distribution
Give the itemized statement of all expenses of the offering other than the
discounts and commission (if applicable). If any of the securities are registered
for sale by security holders, state how much of the expenses the security holders
will pay. If the amount of any items are not known, give estimates but identify
them as such.
22. Exhibits
Description
Exhibit
No.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Publication of Notice re: Filing
Articles of Incorporation and By-laws
Instruments defining the rights of security holders
Opinion re: Legality
Opinion re: Tax Matters
Material Contracts
Audited Financial Statements/Audited Interim Financial Statements
Subsidiaries of the Issuer
Consent of Experts and Independent Counsel
Notarized Curriculum Vitae and Latest Photographs of Officers and
Members of the Board of Directors
11. Authorization re: Issuer’s Bank Account
12. Copy of Board Resolution approving the securities offering and authorizing
the filing of Registration Statement
13. Duly verified resolution of the Issuer’s Board of Directors approving the
disclosure contained in the registration statement and prospectus and
assuming liability for the information contained therein
14. Manual on Corporate Governance
15. Additional Exhibits:
Certification that all mandated government license, permit are secured and
valid
Certification on legal proceedings filed against and by the Issuer
Certification that all AFS of all subsidiaries has been filed with the Commission
(if applicable)
Certification by selling shareholder as to the accuracy of any part of the
registration statement contributed by such selling shareholders
(if applicable)
Certification from Project Engineer as to percentage of building constructed
Tax Compliance Report filed by the Issuer
Feasibility study prepared by qualified profession on the capacity of the Issuer
to provide Medical Benefits
Memorandum of Agreement with other Group of Hospitals (if applicable)
Permit to Construct Hospital issued by Bureauof Health Facilitiesand Services
(BHFS) of the Department of Health (DOH)
Credit Line Agreement
Copy of the Environmental Compliance Certificate
Copy of Development Agreement
Certified True Copy of Transfer Certificate Title
23. Furnish any other document the omission of which will render the foregoing
material facts or any other part of the Registration Statement misleading.
SIGNATURES
Pursuant to the requirements of the Securities Regulation Code, this registration statement is signed
on behalf of the registrant by the undersigned, thereunto duly authorized, in the City of
___________________on ____________________________________ .
Chief Operating Officer
Corporate Secretary
Chief Executive Officer
Comptroller
Chief Financial Officer
Chief Accounting Officer
SUBSCRIBED AND SWORN to before me this ______________________________________ affiants
exhibiting to me his/her ____________________________________ as follows:
Name
Type of
Identification
I.D. Number
Date/Place of Issue
NOTARY PUBLIC
Page No. ________________
Doc. No. ________________
Book No. _______________
Series of _______________
(1)
Front of Registration Statement and Outside Front Cover Page of Prospectus.
On the outside front cover page of the prospectus, the information provided shall be in an easily
readable style and format and include, at a minimum, the following information:
(a)
Name of the issuer
(b)
The terms of the offer including:
(i)
Description and amount of securities offered;
(ii)
Public offering price or the offering price range in the case of a preliminary
prospectus;
(c)
Name(s) of the salesman; (if applicable)
(d)
The date of the prospectus
(e)
The following statement in bold face 12 point type, prominently displayed:
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BEEN
DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND
NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE REGISTRATION
STATEMENT HAS BECOME EFFECTIVE THEREBY, AND ANY SUCH OFFER MAY BE
WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY
KIND. AT ANY TIME PRIOR TO THE NOTICE OF ITS ACCEPTANCE AN INDICATION OF
INTEREST IN RESPONSE THERETO INVOLVES NO OBLIGATION OR COMMITMENT OF
ANY KIND. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE
CONSIDERED A SOLICITATION OF AN OFFER TO BUY.
(2)
Inside Front Cover and First Two or More Pages of Prospectus.
This (Preliminary/Final) Prospectus relates to the (primary/secondary) offer and sale of
________________common shares with an aggregate principal amount of ______________________(Px.xx) of
_______________________________ (the “Company, the Issuer, or “Company Name) to be offered in
__________________. The securities will be issued on __________________________.
The ______________________________expects to raise gross proceeds amounting up to ________________________
and the net proceeds are estimated to be at least _______________________________ after deducting fees,
commissions and expenses relating to the issuance of the securities. The net proceeds of the Offer
shall be used primarily by the Company to
. For further detailed information on
the use of proceeds, see “Use of Proceeds” on page ___________ of this (preliminary/final) Prospectus.
Each investor must comply with all laws applicable to it and must obtain the necessary consent,
approvals or permission for its purchase, offer or sale under the laws and regulation in force to
which it is subject.
The company is organized under the Philippine Law. The Company is authorized to distribute
dividends out of its surplus profit, in cash, properties of the Company, shares of stock. Dividends
paid in the form of cash or property, are subject to approval of the Board of Directors of the
Company. Dividends paid in the form of additional Common Shares are subject to the approval of
the Board of Directors and stockholders who owns at least two-third (2/3) of the outstanding
capital of the company. The Board may not declare dividends as determined by the Board, taking
into consideration factors such as implementation of business plans, debt service requirements,
operating expenses, budgets, funding of new investments and acquisitions and appropriate reserves
and working capital. Refer to page ____ on Dividends and Dividend Policy of this Prospectus.
Unless otherwise, indicated, all information in this (Preliminary/Final) Prospectus is as of the date
of this (Preliminary/Final) Prospectus. Neither the delivery of this (Preliminary/Final) Prospectus
nor any sale made pursuant to this (Preliminary/Final) Prospectus shall, under any circumstances,
create implication that the information contained herein is correct as of any date subsequent to the
date hereof or that there has been no change in the affairs of the Company since such date.
No person has been authorized to give any information or to make any representation not contained
in this (Preliminary/Final) Prospectus. If given or made, any such information or representation
must not be relied upon as having been authorized by the Company.
This
(Preliminary/Final)Prospectus does not constitute an offer or any securities, or any offer to sell or
solicitation of any offer to buy any of the securities of the Company in any jurisdiction, to or from
any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
Before making an investment decision, investor must rely on their own due diligence examination of
the Company and the terms of the Offer including the risks involved.
The Issuer has included in this Statement all of its representation about this offering. If anyone
gives you more or different information, you should ignore it. You should carefully review and rely
only on the information in this Statement in making an investment decision. The Investors should
be aware that risks and uncertainties might occur.
By:
NAME & SIGNATUIRE
[Position]
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS .......................................................................................................... 1
DEFINITION OF TERMS ................................................................................................................................... 2
EXECUTIVE SUMMARY .................................................................................................................................... 2
Brief Background on the Company ............................................................................................................................................. 2
Core Business ........................................................................................................................................................................................ 2
Business Strategies ............................................................................................................................................................................. 3
RISK FACTORS ................................................................................................................................................... 3
BUSINESS INFORMATION .............................................................................................................................. 6
Description of Business .................................................................................................................................................................... 6
Competition ............................................................................................................................................................................................ 6
Properties................................................................................................................................................................................................ 7
Legal Proceedings of Company, its Subsidiaries and/or Affiliates .............................................................................. 7
Services and Departments .............................................................................................................................................................. 8
Transactions with and/or dependence on related parties.............................................................................................. 8
USE OF PROCEEDS ............................................................................................................................................ 9
Net Proceeds .......................................................................................................................................................................................... 9
Detailed Use of Net Proceeds ......................................................................................................................................................... 9
DESCRIPTION OF SECURITIES OFFERED ............................................................................................... 11
Securities of the Registrant ...........................................................................................................................................................11
Secondary Offering ...........................................................................................................................................................................11
Recent sale of Unregistered or Exempt Securities ............................................................................................................12
Determination of the Offer Price ................................................................................................................................................12
Dilution ...................................................................................................................................................................................................12
Terms and Conditions of the Offer ............................................................................................................................................13
Management Discounts and/or Privileges ............................................................................................................................13
Investor Restrictions........................................................................................................................................................................14
PLAN OF DISTRIBUTION ............................................................................................................................. 14
CAPITALIZATION ........................................................................................................................................... 14
Capital Stock.........................................................................................................................................................................................14
OUTSTANDING SECURITIES AND PRINCIPAL SHAREHOLDERS.................................................... 15
Outstanding Securities ....................................................................................................................................................................15
Stockholders ........................................................................................................................................................................................15
Dividends and Dividend Policy ...................................................................................................................................................17
BOARD OF DIRECTORS ................................................................................................................................ 17
Directors ................................................................................................................................................................................................17
Business and Work Experience ..................................................................................................................................................17
Security Ownership of Directors ................................................................................................................................................18
MANAGEMENT ................................................................................................................................................ 19
Officer, Manager and Key Person ...............................................................................................................................................19
Security Ownership of Officers, Managers and Key Persons ........................................................................................19
Compensation......................................................................................................................................................................................20
Arrangements with Officers, Directors, Managers and Key Persons ........................................................................21
Insolvency Legal Proceedings of Management and Key Personnel ..........................................................................21
Certain Legal Proceedings .............................................................................................................................................................22
Litigation................................................................................................................................................................................................22
Family Relationship ..........................................................................................................................................................................23
Certain Relationship and Related Party Transactions .....................................................................................................23
FINANCIAL INFORMATION ......................................................................................................................... 23
Management Discussion and Analysis (MD&A) or Plan of Operation .....................................................................23
Summary Financial Information ................................................................................................................................................25
INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER RELATED MATTERS .......... 26
External Audit Fees and Services...............................................................................................................................................26
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure........................27
Taxation..................................................................................................................................................................................................27
INDEPENDENT AUDITORS AND COUNSELS .......................................................................................... 27
Tax and Legal Matters .....................................................................................................................................................................27
Independent Auditors .....................................................................................................................................................................28
OTHER MATERIAL FACTORS ..................................................................................................................... 28
Forward-looking Statements
This Prospectus contains forward-looking statements that are, by their nature, subject to significant
risks and uncertainties. These forward-looking statements include, without limitation, statements
relating to:
•
•
•
known and unknown risks;
uncertainties and other factors which may cause actual results, performance or
achievements of the Issuer , to be materially different from any future results; and
performance or achievements expressed or implied by forward-looking statements.
Such forward-looking statements are based on assumptions regarding the present and future
business strategies and the environment in which the registrant will operate in the future.
Important factors that could cause some or all of the assumptions not to occur or cause actual
results, performance or achievements to differ materially from those in the forward-looking
statements include, among other things:
•
•
•
•
•
•
•
•
the ability of the registrant to successfully implement its strategies;
the ability of the registrant to anticipate and respond to healthcare trends;
the ability of the registrant to successfully manage its growth;
the condition and changes in the Philippines, Asian or global economies;
any future political instability in the Philippines, Asia or other regions;
changes in interest rates, inflation rates and the value of the Peso against the U.S. Dollar and
other currencies;
changes in government regulations, including tax laws, or licensing requirements in the
Philippines, Asia or other regions; and
competition in the healthcare industries in the Philippines and globally.
Additional factors that could cause actual results, performance or achievements of registrant to
differ materially include, but are not limited to, those disclosed under “Risk Factors” and elsewhere
in this Prospectus.
These forward-looking statements speak only as of the date of this Prospectus. The registrant
expressly disclaim any obligation or undertaking to release, publicly or otherwise, any updates or
revisions to any forward-looking statement contained herein to reflect any change in the
expectations of the registrant with regard thereto or any change in events, conditions, assumptions
or circumstances on which any statement is based.
This Prospectus includes forward-looking statements, including statements regarding the
expectations and projections of the Issuer for future operating performance and business prospects.
The words “believe”, “expect”, “anticipate”, “estimate”, “project”, “may”, “plan”, “intend”, “will”,
“shall”, “should”, “would” and similar words identify forward-looking statements. In addition, all
statements other than statements of historical facts included in this Prospectus are forward-looking
statements. Statements in this Prospectus as to the opinions, beliefs and intentions of the Issuer
accurately reflect in all material respects the opinions, beliefs and intentions of the management of
the registrant as to such matters at the date of this Prospectus, although the Issuer can give no
assurance that such opinions or beliefs will prove to be correct or that such intentions will not
change. This Prospectus discloses, under the section “Risk Factors” and elsewhere, important
factors that could cause actual results to differ materially from the expectation of the Issuer. All
subsequent written and oral forward-looking statements attributable to either the Issuer or persons
acting on behalf of the Issuer are expressly qualified in their entirety by cautionary statements
1|Page
DEFINITION OF TERMS
As used in this Prospectus, the following terms shall have the meanings ascribed to them:
“SEC”
“BIR”
“DOH”
Environmental Compliance
Certificate “ECC”
Management Discount
Philippine Securities and Exchange Commission
Bureau of Internal Revenue
Department of Health
Environmental Compliance Certificate is a document issued by the
DENR/EMB after a positive review of an ECC application certifying that
the proposed project will not cause significant negative environmental
impact and the project proponent has complied with all the requirements
of the Environmental Impact System, and has committed to implement its
approved Environmental Management Plan
EXECUTIVE SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information and audited financial statements, including notes thereto, found in the appendices
of this Prospectus.
Prospective investors should read this entire Prospectus fully and carefully, including the section on
“Risk Factors”. In case of any inconsistency between this summary and the more detailed information in
this Prospectus, then the more detailed portions, as the case may be, shall at all times prevail.
Brief Background on the Company
Core Business
2|Page
Business Strategies
RISK FACTORS
An investor should seek professional advice if he or she is uncertain of, or has not understood any aspect
of the securities to invest in or the nature of risks involved in buying of securities.
An investor deals in an investment of which may carry a different level of risks.
1.
The following is a summary of all the risks that apply to the Issuer and/or this offering. You should
carefully consider these risks prior to investing in this offering.
Operating History:
The Issuer has limited or no operating history because the Issuer may have operated for only a short
period of time, it has produced little or no profit. There is no assurance that it will ever produce a
profit.
Difficulty to collect from patients (select all that apply): Check Box
Existing law penalizes the refusal of hospitals and medical clinics to administer appropriate initial
medical treatment and support in emergency or serious medical cases.
Hospital experience delay in payment from Health Insurance or Health Maintenance
Organizations.
However, the Issuer can mitigate said risk by:
Limited Resources/Losses (select all that apply):
The Issuer has limited resources and will not be able to continue operating without the proceeds
from this offering. It is possible that the proceeds from this offering and other resources may not
be sufficient for the Issuer to continue to finance operations. The Issuer expects to continue to
experience losses from operations and it cannot be predicted when or if the Issuer will become
profitable. If the Issuer achieves profitability, it may not be sustainable.
The Issuer has incurred losses since inception and may incur future losses. The Issuer has not yet
generated a profit from operations. As of the date of the most recent financial statements, the
Issuer had an accumulated deficit of
However, the Issuer can mitigate said risk by:
3|Page
Key Personnel
The Issuer success depends substantially on the services of a small number of individuals
The Issuer may be harmed if it loses the services of these people and it is not able to attract and
retain qualified replacements
The Issuer’s officers, directors, managers and key persons will continue to have substantial
ownership and control over the Issuer after the offering
The Issuer does not maintain key person life insurance on those individuals on whom the
Issuer’s success depends. The loss of any of these individuals could have a substantial negative
impact on the Issuer and your investments.
However, the Issuer can mitigate said risk by:
Inexperience Management (select all that apply):
None of the Issuer’s officers, directors, and/or managers has managed a company in this
industry. The Issuer’s ability to operate successfully may depend on its ability to attract and
retain qualified personnel, who may be in great demand.
None of the Issuer’s officers, directors, and/or managers has experience in managing a
development stage hospital
However, the Issuer can mitigate said risk by:
Past Failures
Prior to organizing the Issuer, one or more of the Issuer’s officers, directors, and/or managers
operated a business in which shareholders lost part or all of their investment. The Issuer’s
ability to operate successfully may depend on its officers, directors, and/or managers to
succeed where they have failed before.
However, the Issuer can mitigate said risk by:
Government Regulations:
The Issuer must comply with local and national rules and regulations. If the Issuer fails to comply
with a rule or regulation it may be subject to fines or other penalties, or its permit or license may be
revoked or suspended. The Issuer may have to stop operation and you may lose your entire
investment.
Dilution (select all that apply):
4|Page
The price of a share in this offering is significantly higher than the book value of the securities.
By participating in this offering, you will incur immediate and substantial dilution of the book
value of your investment.
To the extent outstanding options or warrants to purchase securities are exercised, new
Investors will incur further dilution of the book value of their investment
There are no limits in place to restrict the Issuer’s ability to issue securities in the future. If the
Issuer issues additional securities, by participating in this offering you may experience further
dilution of the value of your investment.
No Existing Market
Because there is no market for the Issuer’s securities, you may not be able to sell your securities
or recover any part of your investment. You should not invest unless you can afford to hold
your investment indefinitely.
Offering Price
The offering price of the Issuer’s securities has been arbitrarily set and accordingly should not
be considered an indication of the actual value of the Issuer.
Best-effort Offering:
The Issuer is offering these securities on a “best-effort” basis. The Issuer has not contracted
with an underwriter, placement agent, or other person to purchase or sell all, or a portion of its
securities and there is no assurance that it can sell all or any of the securities.
Lack of Investor Control (select if applicable):
The Issuer’s officers, directors, managers, and/or key persons will continue to have substantial
control over the Issuer after the offering. As such, you may have little or no ability to influence
the affairs of the Issuer.
Other Risks
Risk relating to Hospital Business
• Licenses, permits
• Regulatory risks
• Healthcare infections
• Emergencies/disaster risks
• Government discount programs/collection from Philhealth
• Hazardous material events, e.g. chemical/radiological exposure
• Physician litigation
Risks to purchasers associated with corporate actions including:
•
Additional issuance of securities
•
Issuer repurchases of securities
•
A sale of the Issuer or of assets of the Issuers
•
Transactions with related parties
Describe any other risks that apply to the Issuer and/or the offering that have not yet been address
above. Failure to disclose all material risks may subject the Issuer, its Officers, Directors, Managers
or promoters to liability for securities fraud.
5|Page
BUSINESS INFORMATION
Description of Business
2. Business of the Issuer and form of organization
Describe in details the business of the Issuer
3. Anticipated Business Plan of the Issuer
Describe in detail the Anticipated Business Plan of the Issuer
4.
Operations
The Issuer (select all that apply):
Has never conducted operations
Is in the construction development stage
Is currently conducting operations
Has shown a profit in the last fiscal year
Briefly describe
5.
Jurisdiction: Is the Issuer an entity organized and doing business in the Philippines?
_____Yes_____ No
6.
Date of Incorporation: ______________________________________
7.
Fiscal Year End (Month and Day):
Competition
Describe the competition that the Issuer faces, and how the Issuer intends to compete. If the Issuer
offers what it considers to be unique good or services, discuss competition from companies that
provide similar or substantial goods or services.
Name the Issuer’s principal competitors, and indicate their relative size and financial market
strengths. Describe the Issuer’s strategy, whether to compete by price, service, or some other basis
Employees
The Issuer (select all that apply):
Has existing Labor Union in the company
6|Page
Has existing Collective Bargaining Agreement
Has existing labor strike
Indicate whether or not any of them are subject to collective bargaining agreements (CBA) and the
expiration dates of any CBA. If the registrant’s employees are on strike, or have been in the past
three (3) years, or are threatening to strike, describe the dispute. Indicate any supplemental benefits
or incentive arrangements the registrant has or will have with its employees;
Number of Current
Employees
Type of Employees
Expected within the
Next 12 months
Medical Support Staff
Administrative Staff
Engineering and Maintenance
Outsourced
Clerical
Others
Medical Practitioners
Briefly describe the qualifications and criteria to qualify. Disclose the current number of medical
practitioners and its expected number within the next 12 months.
Properties
The Issuer (select all that apply):
Property
Land/Building/Real Estate
Equipment and other long term assets
Intangible property such as patents,
licenses, copyrights, trademarks, etc.
Own
Lease
Give the location and describe the condition of the principal properties (such as real estate, plant and
equipment, mines, patents, etc.) that the registrant and its subsidiaries own. Disclose any mortgage,
lien or encumbrance over the property and describe the limitations on ownership or usage over the
same. Indicate also what properties it leases, the amount of lease payments, expiration dates and the
terms of renewal options. Indicate what properties the registrant intends to acquire in the next
twelve (12) months, the cost of such acquisitions, the mode of acquisition (i.e. by purchase, lease or
otherwise) and the sources of financing it expects to use. If the property is being leased, indicate and
describe the terms and conditions of the lease.
Legal Proceedings of Company, its Subsidiaries and/or Affiliates
Describe briefly any material pending legal proceedings to which the registrant or any of its
subsidiaries or affiliates is a party or of which any of their property is the subject. Include the name of
the court or agency in which the proceedings are pending, the date instituted, the principal parties
thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought.
7|Page
Include similar information as to any such proceedings known to be contemplated by governmental
authorities or any other entity.
Services and Departments
Provide information on hospital departments and their functions. Include personnel overview per
department and their functions.
Transactions with and/or dependence on related parties
8|Page
USE OF PROCEEDS
Net Proceeds
8.
The net proceeds of the offering for the minimum and maximum offering amounts are as follows:
Minimum Offering
Maximum Offering
Gross Proceeds from the Offering
Less: Expenses
SEC Registration Fee
UP Legal Research Fee
Documentary Stamp
Legal Fees
Auditors Fees
Others (Specify)
Net Proceeds from the Offering
Detailed Use of Net Proceeds
Provide a detailed breakdown on how the Issuer intends to use the net offering proceeds. Include the
repayment of debt, payment to officers, directors and related parties and any purchase of assets.
Description of Use
Minimum Offering
Amount
%
Maximum Offering
Amount
%
TOTAL
Where less than all of the securities to be offered may be sold and more than one use is listed for the
proceeds, the registrant shall indicate the order of priority of such purposes and discuss its plans if
substantially less than the maximum proceeds are obtained.
If any material amounts of other funds are necessary to accomplish the specified purpose(s) for which
the offering is made, the registrant shall state the amounts and sources of such other funds needed.
If the proceeds will be used to pay-off existing debt, disclose the following: ______ Not Applicable
Name of Debtor
Amount of Debt
Interest
Maturity Date
TOTAL
9|Page
Description of the debt
Is the debtor related to the Issuer or any of its Directors or Officers?_____Yes
_____No
If the answer to any of the above is "yes", disclose the relationship between each person and the
issuer and the principal terms of each transaction. If assets were acquired from a person, disclose the
cost of the asset to the issuer and the method used to determine this cost. Disclose for each person
who has been involved in more than one related party transaction, their relationship with the issuer
and which of the transactions they have been involved with.
Is the proceeds will be used to purchase real estate property? _________Yes _____No
(Provide information on each property acquired)
Description of Property
Name of Seller
Acquisition Cost
Terms of Payment
If the answer to any of the above is "yes", disclose the relationship between each person and the
issuer and the principal terms of each transaction. If assets were acquired from a person, disclose the
cost of the asset to the issuer and the method used to determine this cost. Disclose for each person
who has been involved in more than one related party transaction, their relationship with the issuer
and which of the transactions they have been involved with.
If any material amount of the proceeds is to be used to acquire assets or finance the acquisitions of
other businesses, describe the assets or businesses and identify the persons from whom they will be
bought. State the cost of the assets and, where such assets are to be acquired from affiliates of the
registrant or their associates, give the names of the persons from whom they are to be acquired and set
forth the principle followed in determining the cost to the registrant.
If the proceeds will be used for the construction of the hospital, provide the following:
Project Name
Project Cost (Estimate)
Schedule of Disbursement
Target Completion Date
Percentage Completed
9.
If proceeds to this offering is not sufficient to fund the intended use, where will the company source
the additional funding? _____ Not Applicable
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DESCRIPTION OF SECURITIES OFFERED
Securities of the Registrant
10. The securities being offered are (select all that apply):
Founder’s Shares
Common Shares
Preferred Shares
Others (specify):
(a) State the amount of capital stock of each class issued or included in the shares of stock to be
offered:
(b) If the registrant is offering com mon equity, describe any dividend, voting and preemption
rights.
(c) If the registrant is offering preferred stock, describe the dividend, voting, conversion and
liquidation rights as well as redemption or sinking fund provisions.
11. These securities have (select all that apply):
Cumulative voting rights
Pre-emptive rights to purchase any new issue of securities
Preference as to dividends or interest
Restrictions on dividends or other distributions
Preference over liquidation
Anti-dilution
Conversion rights
Other special voting rights
Other special rights or preference (specify):
(a)
Describe any other material rights of common or preferred stockholders.
(b) Describe any provision in the charter or by-laws that would delay, defer or prevent a change in
control of the registrant.
12.
Source of the aforementioned shares offered for sale (select all that apply):
Primary (from the unissued portion of the Authorized Capital Stock)
Secondary Selling Shareholders
Secondary Offering
11 | P a g e
13. If any of the securities to be registered are to be offered for the account of shareholder, name each
such security holder, indicating the following: _____ Not Applicable
Name of Selling
Shareholder
Class of
Securities
Offered
No. of Shares
Offered for Sale
Offer Price
Issue Value
14. The selling shareholder/s (select all that apply):
Certifies as to the accuracy of any part of the registration statement contributed to
Certifies that he/she are the legitimate beneficial owner of the securities.
15. Are these securities are to be registered under a delay or continuous offering?
______Yes _______No
Recent sale of Unregistered or Exempt Securities
Furnish the following information as to all securities of the registrant sold by it within the past three (3)
years which were not registered under the Code. Include sales of reacquired securities, as well as new
issues, securities issued in exchange for property, services, or other securities, and new securities
resulting from the modification of outstanding securities. Indicate whether the issuer received written
confirmation from the Commission under SRC Rule 10.1 that such exemptive relief from registration
was available and, if so, the date such confirmation was issued:
Class of Securities Sold
Purchasers
Consideration
Exemption from
Registration Claimed
Determination of the Offer Price
Discuss the various factors considered in determining the offering price of the securities for
registration.
The following factors may be relevant to the price at which the securities are being offered: after-tax
earnings, price/earnings multiple, net tangible bookvalue per share.
Dilution
Where common equity securities are being registered and there is a substantial disparity between
the public offering price and the effective cash cost to officers, directors, promoters and affiliated
persons of common equity acquired by them in transactions during the past five (5) years, or which
12 | P a g e
they have the right to acquire, and the registrant is not subject to the reporting requirements of
Section 17 of the Code immediately prior to filing of the registration statement, there shall be
included a comparison of the public contribution under the proposed public offering and the
effective cash contribution of such persons. In such cases, and where common equity securities are
being registered by a registrant that has had losses in each of its last three fiscal years, or from
inception if shorter, and there is a material dilution of the purchasers' equity interest, the following
shall be disclosed:
(1)
The net tangible book value per share before and after the distribution. For this purpose, net
tangible book value means total assets (exclusive of copyrights, patents, goodwill, research
and development costs, pre-operating costs, and similar intangible assets) minus total
liabilities.
(2)
The amount of the increase in such net tangible book value per share attributable to the cash
payments made by purchasers of the shares being offered; and
(3)
The amount of the immediate dilution from the public offering price which will be absorbed
by such purchasers.
The following does not purport to be a complete listing of all the rights, obligations, and privileges
attaching to or arising from the Offer Shares. Some rights, obligations, or privileges may be further
limited or restricted by other documents and subject to final documentation. Prospective investors are
enjoined to perform their own independent investigation and analysis of the Company and the Offer
Shares. Each prospective investor must rely on its own appraisal of the Company and the Offer Shares
and its own independent verification of the information contained herein and any other investigation it
may deem appropriate for the purpose of determining whether to invest in the Offer Shares and must not
rely solely on any statement or the significance, adequacy, or accuracy of any information contained
herein. The information and data contained herein are not a substitute for the prospective investor’s
independent evaluation and analysis.
Terms and Conditions of the Offer
Issue Size ……………………………………..
Offer Shares …………………………………
Terms and Manner of Payment ……..
Offer Period ………………………………….
Applications ………………………………….
Eligible Applicants ……………………….,
Restriction on Ownership …………….,
Right to accept, reject and scale down
applications ………………………..
Refunds ……………………………………….
Issuance and Transfer of Taxes …….
Restrictions on the Issuance and
Disposal of shares ………………………..
Trading of Shares …………………………
Management Discounts and/or Privileges
16. Does the company provide discounts and/or privileges to its medical and non-medical stockholders?
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Disclose in details the discounts and/or privileges
Investor Restrictions
17. Is the offering subject to any other Investor restrictions? _____ Yes
_____ No
18. Are the securities subject to any resale restrictions by the Issuer? _____ Yes
_____ No
PLAN OF DISTRIBUTION
19. List the persons or companies who will offer and sell the securities on behalf of the Issuer:
Name
Relationship
to Issuer
Address
Tel. No.
Compensation
received for
selling
securities
Outline briefly the plan of distribution of any securities to be registered.
CAPITALIZATION
Capital Stock
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OUTSTANDING SECURITIES AND PRINCIPAL SHAREHOLDERS
Outstanding Securities
20. For each class of the Issuer’s securities, indicate the total number of outstanding securities and
the total number of securities of the Issuer is authorized to issue. Also, include a description
of each class of securities.
Class of Securities
Securities Outstanding
Securities the Issuer is
Authorized to Issue
TOTAL
Stockholders
Original Stockholders
21. Provide the names of the original stockholders, class of securities, number of shares held and
percentage of total shares held over outstanding shares.
No
Name
Class of Securities
Shares Held
%
1
2
3
4
5
6
7
8
TOTAL
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Current Stockholders
22. Provide the names of the current stockholders, class of securities, number of shares held and
percentage of total shares held over outstanding shares. ____ Same as Above
No
Name
Class of Securities
Shares Held
%
1
2
3
4
TOTAL
Top 20 Stockholders
23. Provide the names of the Top Twenty (20) principal shareholders who beneficially owns at
least 10% interest of each class of securities in the Issuer.
Class of
No
Name
Securities
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
TOTAL
Number of Share
Held
%
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Dividends and Dividend Policy
24. Dividends and DividendPolicy
(a) Discuss any cash dividends declared on each class of its common equity by the registrant for
the two most recent fiscal years and any subsequent interim period for which financial
statements are required to be presented by SRC Rule 68 if applicable.
(a) Describe any restriction that limits the ability to pay dividends on common equity or that are
likely to do so in the future.
(b) Describe company’s dividend policy
BOARD OF DIRECTORS
Directors
25. The table below sets forth each member of the Board of Directors of the Issuer as of the date of
the Prospectus:
No
Name
Position
Citizenship
1
2
Chairman
Vice Chairman
3
4
5
6
7
8
9
10
11
12
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Independent
Director
Independent
Director
Independent
Director
Year
Appointed
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
13
14
15
Age
Filipino
Filipino
Filipino
Business and Work Experience
26. Provide information on the business and/or professional working experience of the above
named Directors for the past five (5) years:
No
1
Name
Business and/or Professional Work Experience
2
3
4
17 | P a g e
No
5
Name
Business and/or Professional Work Experience
6
7
8
9
10
11
12
13
14
15
27. Other Directorship of Independent Directors
Name of Independent Director
Reporting Company
Year
Appointed
Security Ownership of Directors
The following table shows the security ownership of directors in the common shares of the
Company as of____________________.
Name
Amount and Nature of
Beneficial Ownership
Direct
Citizenship
No. of Shares
% Ownership
Indirect
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
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Filipino
Filipino
Filipino
Filipino
MANAGEMENT
Officer, Manager and Key Person
28. Provide background information for each Officer, Manager and Key Person. The term “Key
Person” means a person who makes significant contribution to the business of the Issuer.
Name
Age
Title
Time spent on Issuer’s business
(Indicate if Part Time or Full Time)
Hospital affiliation – 5 years
Education
Name
Age
Title
Time spent on Issuer’s business
(Indicate if Part Time or Full Time)
Hospital affiliation – 5 years
Education
Name
Age
Title
Time spent on Issuer’s business
(Indicate if Part Time or Full Time)
Hospital affiliation – 5 years
Education
Security Ownership of Officers, Managers and Key Persons
The following table shows the security ownership of management in the common shares of the
Company as of ____________________.
Name
Amount and Nature of
Beneficial Ownership
Direct
Citizenship
No. of Shares
% Ownership
Indirect
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Compensation
29. List the compensation paid by the Issuer to the Chief Executive Officers and four (4) most highly
compensated officers other than the CEO, all of whom shall be individually named during the last fiscal
year:
SUMMARY COMPENSATION TABLE
Annual Compensation
_____________________________________________________________________________________________________________________
(a)
(b)
(c)
(d)
(e)
Name and
Other Annual
Principal position
Year
Salary (P)
Bonus (P)
Compensation
______________________________________________________________________________________________________________________
CEO _____
_____
A
______
______
B
______
______
C
______
______
D
______
E
All other officers and
directors as a
group unnamed
___________________________________________________________________________________________________________________
30. The Issuer (select all that apply):
Expects compensation to change in the next year
Owes compensation for prior years
20 | P a g e
Arrangements with Officers, Directors, Managers and Key Persons
31. The Issuer (select all that apply):
Has entered into employment or non-compete agreements with any Officer, Manager, Director or
Key Person.
Plans to enter into employment or non-compete agreements with any Officer, Manager, Director
or Key Person
Insolvency Legal Proceedings of Management and Key Personnel
Bankruptcy
Administrative
Criminal
Civil
32. An Officer, Manager, Director, Key Person of the Issuer (Put ✓ in column if applicable and х
otherwise):
Position:
D = Director
ID –
Name
Case Details
Independent
Director
O - Officer
21 | P a g e
Certain Legal Proceedings
This section applies to:
• The issuer, its subsidiaries and affiliates
• All Directors and Officers of the Issuer
• All Beneficial Owners of 10% or more of the Issuer’s outstanding voting equity and
• All Promoters of the Issuers
33. Have any of the above-listed persons filed or subject of any bankruptcy petition filed by or against
any business of which such person was a general partner or executive either at the time of the
bankruptcy or within two (2) years prior to that time. [ ] Yes [ ] No
34. Have any of the above-listed persons been named as the subject of a pending felony or misdemeanor
criminal proceeding excluding traffic violations or other minor offenses not related to fraud or a
financial crime? [ ] Yes [ ] No
35. Have any of the above-listed persons been the subject of an order, judgment, decree, sanction or
administrative findings imposed by any government agency, administrative agency, self-regulatory
organization, civil court, or administrative court in the last five (5) years related to his or her
involvement in any type of business, securities, insurance, or banking activity? ? [ ] Yes [ ] No
36. Are any of the above-listed persons the subject of a pending civil, administrative, or self-regulatory
action related to his or her involvement in any type of business, securities, insurance, or banking
activity? ? [ ] Yes [ ] No
37. Has any civil action, administrative proceeding, or self-regulatory proceeding been threatened
against any of the above-listed persons related to his or her involvement in any type of business,
securities, insurance or banking activity? [ ] Yes [ ] No
Litigation
38. The Issuer (select all that apply):
22 | P a g e
Has been involved in litigation or subject to administrative action in the last five (5) years that has
had a material effect upon the Issuer’s business, financial condition or operations
Has pending litigation or administrative action that may have a material effect upon the Issuer’s
business, financial condition, or operations
Is currently threatened by litigation or administrative action that may have a material effect upon
the Issuer’s business, financial condition, or operations
None of the above
Family Relationship
39. Describe any family relationships up to the fourth civil degree either by consanguinity or affinity
among directors, executive officers, or persons nominated or chosen by the registrant to become
directors or executive officers.
Certain Relationship and Related Party Transactions
40. The Issuer (select all that apply):
Has made loans to an Officer, Manager, Director or Principal Stockholders within the last two (2)
years
Has one or more outstanding loans with an Officer, Manager, Director or Principal Stockholder in
the future.
Has done other business not associated with this offer with current Officer, Manager, Director, or
Principal Stockholder within the last two (2) years
Plans to do other business not associated with this offering with a current Officer, Manager,
Director, or Principal Stockholder in the future
FINANCIAL INFORMATION
Management Discussion and Analysis (MD&A) or Plan of Operation
Registrants that have not had revenues from operations in each of the last two fiscal years, or the last
fiscal year and any interim period in the current fiscal year for which financial statements are
furnished in the disclosure document, shall in addition to applicable items under subparagraph (2),
provide the information in subparagraph (1) hereof.
(1)
Plan of Operation
Describe the plan of operation for the next twelve (12) months. This description should
include such matters as:
23 | P a g e
(a)
a discussion of how long the registrant can satisfy its cash requirements and
whether it will have to raise additional funds in the next twelve (12) months;
(b)
a summary of any product research and development that the registrant will
perform for the term of the plan;
(c)
any expected purchase or sale of plant and significant equipment; and
(d)
any expected significant changes in the number of employees.
(2) Management’s Discussion and Analysis
MD&A helps explain financial results. A reader of the MD&A should understand the financial
results of the registrant’s business as discussed in the “Business” section. It shall provide
information with respect to liquidity, capital resources and other information necessary to
understanding the registrant’s financial condition and results of operation.
The discussion and analysis shall focus specifically on material events and uncertainties known
to management that would cause reported financial information not to be necessarily indicative
of future operating results or of future financial condition. This would include descriptions and
amounts of matters that would have an impact on future operations and have not had an impact
in the past, and matters that have had an impact on reported operations and are not expected to
have an impact upon future operations.
For both full fiscal years and interim periods, disclose the company’s and its majority-owned
subsidiaries’ top five (5) key performance indicators. It shall include a discussion of the manner
by which the company calculates or identifies the indicators presented on a comparable basis.
(a)
Full fiscal years
Discuss the registrant's financial condition, changes in financial condition and results of
operations for each of the last three fiscal years. If the registrant’s financial statement
shows losses from operations, explain the causes of these losses and the steps the
registrant has taken or is taking to address these causes. This discussion should address
the past and future financial condition and results of operation of the registrant, with
particular emphasis on the prospects for the future. The discussion should also address
those key variable and other qualitative and quantitative factors which are necessary to
an understanding and evaluation of the registrant. If material, the registrant should
disclose the following:
(i)
Any known trends or any known demands, commitments, events or
uncertainties that will result in or that are reasonably likely to result in the
registrant’s liquidity increasing or decreasing in any material way. The
registrant shall indicate balance sheet conditions or income or cash flow items
that it believes may be indicators of its liquidity condition. The following
conditions shall be indicated: whether or not the registrant is having or
anticipates having within the next twelve (12) months any cash flow or
liquidity problems; whether or not the registrant is in default or breach of any
note, loan, lease or other indebtedness or financing arrangement requiring it to
make payments; whether or not a significant amount of the registrant’s trade
payables have not been paid within the stated trade terms. If a material
deficiency is identified, the course of action that the registrant has taken or
proposes to take to remedy the deficiency should also be indicated. The
registrant should identify and separately describe internal and external sources
of liquidity, and briefly discuss any sources of liquid assets used.
The term “liquidity” refers to the ability of an enterprise to generate adequate
24 | P a g e
amount of cash to meet its needs for cash. Liquidity generally must be
discussed on both a long-term and short-term basis.
(ii)
Any events that will trigger direct or contingent financial obligation that is
material to the company, including any default or acceleration of an obligation;
(iii)
All material off-balance sheet transactions, arrangements, obligations
(including contingent obligations), and other relationships of the company with
unconsolidated entities or other persons created during the reporting period.
(iv)
Any material commitments for capital expenditures, the general purpose of
such commitments, and the expected sources of funds for such expenditures
should be described;
(v)
Any known trends, events or uncertainties that have had or that are reasonably
expected to have a material favorable or unfavorable impact on net sales or
revenues or income from continuing operations should be described. If the
registrant knows of events that will cause material change in the relationship
between costs and revenues (such as known future increases in cost of labor or
materials or price increases or inventory adjustments), the change in the
relationship shall be disclosed.
(vi)
Any significant elements of income or loss that did not arise from the
registrant's continuing operations;
(vii)
The causes for any material change from period to period which shall include
vertical and horizontal analyses of any material item;
The term “material” in this section shall refer to changes or items amounting to
five percent (5%) of the relevant accounts or such lower amount, which the
registrant deems material on the basis of other factors.
(viii)
(b)
Any seasonal aspects that had a material effect on the financial condition or
results of operations.
Interim Periods
If interim financial statements are included in the registration statement or report,
provide a comparable discussion that will enable the reader to assess material
changes in financial condition and results of operations since the end of the last fiscal
year and for the comparable interim period in the preceding year.
Summary Financial Information
Prospective purchasers of the Offer should read the summary financial data below together with the
financial statements, including the notes thereto, included in this Prospectus and “Management's
Discussion and Analysis of Results of Operations and Financial Condition”. The summary financial data
for the _________ year ended ___________ and ________ are derived from the audited financial statements of
_____________, including the notes thereto. The detailed financial information for the _______ years ended
________ are found on page ________ Prospectus and the _______ months ended _____________ are found on page
_______ Prospectus.
The summary of financial and operating information of ___________ presented below as of and for the years
ended _________________ were derived from the consolidated financial statements of ___________, audited by
_______________________________and prepared in compliance with the Philippine Financial Reporting
25 | P a g e
Standards (“PFRS”). The financial and operating information of ___________ presented below as of and for
the _______months ended ______________________ were derived from the unaudited consolidated financial
statements of _________ prepared in compliance with Philippine Accounting Standards (“PAS”) 34, “Interim
Financial Reporting” and reviewed by ______________. in accordance with Philippine Standards on
Reviewing Engagements (“PSRE”) 2410, “Review of Interim Financial Information performed by the
Independent Auditors of the Entity.” The information below should be read in conjunction with the
consolidated financial statements of __________________ and the related notes thereto, which are included in
____________ of this Preliminary Prospectus. The historical financial condition, results of operations and
cash flows of ______________ are not a guarantee of its future operating and financial performance.
For the years ended
____________,
20____
20____
For the ______ months
ended
___________,
20____
20_____
20____
(Audited)
(Audited)
(in millions except per share figures or where otherwise
indicated)
Consolidated Statements of Income Data
As of the years ended
As of the _______ months
ended
(Audited)
(Audited)
20______
20______
20______
20______
Consolidated Statements of Financial
Position Data
For the years ended
December 31,
20___
20____
For the _____
months ended
,
20____
(Audited)
20___
(Audited)
Cash Flow Data
Information on Independent Accountant and other Related Matters
External Audit Fees and Services
41. The External Auditor has rendered (select all that apply):
audit of the registrant’s annual financial statements or services that are normally provided by the
external auditor in connection with statutory and regulatory filings or engagements for those fiscal
years
Other assurance and related services that are reasonable related to the performance of the audit
or review of the registrant’s financial statements.
The audit committee has approved the above mentioned services
42. The aggregate fees billed are shown below
Year
20__
20__
26 | P a g e
Audit Fees
Tax Fees
All Other Fees
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
43. The Issuer has no disagreement with its external auditor on any matter regarding (select all that
apply):
Accounting principles or practices
Financial statement disclosures
Auditing scope or procedure
(a)
If during the registrant's two most recent fiscal years or any subsequent interim period, an
independent accountant who was previously engaged as the principal accountant to audit the
registrant's financial statements, or an independent accountant who was previously engaged to
audit a significant subsidiary, ceased performing services for registrant, disclose the name of the
previous accountant or the handling partner in case of a firm, reason/s for the cessation of
service and the date of his resignation, dismissal or cessation of performing services for
registrant.
(b) Describe disagreements, if there were any, with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of the former accountant, would have caused it to make
reference to the subject matter of the disagreement(s) in connection with its report.
(c)
If there were any disagreements as described in subparagraph (2), the registrant shall request
the former accountant to furnish the registrant with a letter addressed to the Commission stating
whether it agrees with the statements made by the registrant and, if not, stating the respects in
which it does not agree. The registrant shall file the former accountant's letter as an exhibit to the
report or registration statement containing this disclosure
Taxation
44. Describe any material tax consequences to Investors in this Offering:
INDEPENDENT AUDITORS AND COUNSELS
Tax and Legal Matters
All legal opinions/matters in connection with the issuance of each Offer will be passed upon by
___________________ for the Company. ___________________________ have no direct interest in the Company.
_____________________________________ may from time to time be engaged to advise in the transactions of the
Company and perform legal services on the basis that ________________________ provide such services to its
other clients.
27 | P a g e
Independent Auditors
The consolidated financial statements of the Company as at and for the years ended have been audited by
_______________________________, independent auditors, in accordance with Philippine Standards on Auditing
as set forth in their report thereon appearing elsewhere in this Prospectus.
The Audit Committee of the Company, reviews and monitors, among others, the integrity of all financial
reports and ensures compliance with both internal financial management manual and pertinent
accounting standards, including regulatory requirements. The Audit Committee also performs the
following duties and responsibilities relating to the services of the Company’s external auditors:
There is no arrangement that experts and independent counsels will receive a direct or indirect interest
in the Issuer or was a promoter, underwriter, voting trustee, director, officer, or employee of the Issuer.
OTHER MATERIAL FACTORS
Describe any other material factors that will or could affect the Issuer or its business or which are
necessary to make any other information in this Statement not misleading or incomplete.
28 | P a g e
