WRITTEN DISCLOSURE

To all Stockholders/and New

Subscribers
Please be informed that ABC, Inc. shall be
issuing 3,500 common shares of stock
from its authorized but unissued capital
stock with a par value of P100.00 to all
existing stockholders of record as of 15
October 2014.
Said issuance was
unanimously approved by the members of
the Board of Directors in their meeting on
15 September held in the Corporations
principal place of business.
Considering
that the shares shall be
issued to the companys own stockholder
exclusively, where no commission, or
other remuneration is paid or given
directly in connection with the sale of such
capital stock, a request for confirmation
for an Exemptive relief under Section 10.1
of the Securities Regulation Code was file
with
the
Securities
and
Exchange
Commission.
Please be further advised that:

THE SECURITIES BEING OFFERED OR

SOLD HAVE NOT BEEN REGISTERED
WITH
THE
SECURITIES
AND
EXCHANGE COMMISSION UNDER THE
SECURITIES REGULATION CODE. ANY
FURTHER OFFER OR SALE THEREOF IS
SUBJECT
TO
REGISTRATION
REQUIREMENTS UNDER THE CODE
UNLESS
SUCH
OFFER
OR
SALE
QUALIFIES
AS
AN
EXEMPT
TRANSACTION
Finally, please signify your intention to
subscribe to said shares within 10 days
from actual receipt of this Notice,
Otherwise, you shall be deemed to have
waived your pre-emptive right.
Any
shares
not
taken
shall
be
sold

proportionately
to
subscribing there.

the

stockholders

Very truly yours,

CORPORATE SECRETARY
NOTICE TO STOCKHOLDERS
To
Existing
Subscribers

Stockholders/&

New

RE: Notice of/Application for Confirmation

of Exemption from the Registration
Requirements under Sec. 8 of the
Securities Regulation Code (SRC) by
(Company Name), with the Securities and
Exchange Commission.
Gentlemen:
In connection with the above-referenced
matter and in compliance with Rule 10-1
of the Implementing Rules and Regulations
of the SRC, we wish to inform you as
follows:
1.
2.
3.
4.
5.
6.

Name of Issuer
Address of Principal Executive Office
Place of Incorporation
Exact Title & Class of Security
Par or Stated Value of the Security
No of shares Outstanding as of the
end of the Issuers Most Recent Fiscal
Year
7. Name and Address of the Transfer
Agent
8. Nature of Issuers Business
9. Name of Products Offered
10. Nature & Extent of the Issuers
Facilities
11. Names of the CEO and Members of
the Board of Directors
12. Issuers Recent Balance Sheet and
Profit and Loss Retained Earnings
Statement for the Precedent Fiscal

Year or such shorter period as the

Issuer has been in existence
13. Whether the Person Offering or
Selling the Securities is Affiliated with
the Issuer
14. Whether the Offering is made on
behalf of the Issuer
15. (a) Provision of the SRC relied upon
for Exemption:
Section 10.1(k) of the Securities
Regulation Code which states:
Section 10.1 Exempt Transactions 10.1
The requirement of registration
under Subsection 8.1 shall not apply
to the sale of any security in any of
the following transactions:
(a) The sale of securities by an
issuer to fewer than twenty (20)
persons in the Philippines during any
twelve-month period
(b) An application for confirmation of
exemption under the Securities
Regulation Code was filed with the
Securities
and
Exchange
Commission.
(c) Written disclosure to investors
pursuant to Rule 10-1(1) of the
Implementing Rules and Regulations
of the SRC was made to all
subscribers.
If you have any questions in this
regard, please let us know.
Sincerely yours,
CORPORATE SECRETARY
OTHER REQUIRED ATTACHMENTS:
1. List of Stockholders before
and after the subscription

2. Latest
Audited
Financial
Statement
3. Waiver of Pre-emptive Rights
(if applicable)
Applicable

to

both

Notice

of/Application for Confirmation

Additional requirement for
Companies:
1. Mandate
letter
Underwriter/s

Listed
from

2. Underwriting Agreement/s
3. Certification of No
remuneration or
compensation