MEMO TO : KBS

FROM : ZOC
Subject : UPPI – CIP SEC Licensing and PSE Listing
Date : 14 August 2019

A. SEC LICENSING

1. Registration of Securities1

2. Additional Registration/Licensing of Securities2

 1/10 of 1% of the maximum aggregate price at which the securities are proposed
to be offered plus Legal Research Fee (1%)

3. Penalties
 No specific penalty since all shares are registered but not licensed to sell
 Please see attached list of penalties for public companies

B. PSE LISTING

1. Additional Listing Fees

 Processing Fee - Upon application, the Issuer shall pay a non-refundable
processing fee of Fifty Thousand Pesos (₱50,000.00) for all applications for
listing of shares arising from subsequent public offerings of shares involving

1 SEC MC 9 s. 2008
2 SEC MC 9 s. 2004
 either primary or secondary shares, mergers or consolidations, substantial
acquisitions, takeovers and reverse takeovers.

For all other types of additional listing applications, the Listed Company shall pay
a non-refundable processing fee of Ten Thousand Pesos (₱10,000.00).

Out of pocket expenses incurred by the Exchange in the conduct of its due
diligence on the Applicant Companies shall be charged separately to the
Applicant Companies.
 Additional listing fee - 1/10 of 1% of the number of shares to be listed multiplied
by its offer price

2. Annual Maintenance Fee

 The new Annual Listing Maintenance Fee (“ALMF”) for Listed Companies shall
be 1/100 of 1% of market capitalization but in no case to be less than Two
Hundred Fifty Thousand Pesos (₱250,000.00) nor more than Two Million Pesos
(₱2,000,000.00) for each Listed Company. The ALMF for companies listed under
the SME Board is One Hundred Pesos (₱100.00) for every One Million Pesos
(₱1,000,000.00) market capitalization, but in no case to be less than Fifty
Thousand Pesos (₱50,000.00) nor more than Two Hundred Fifty Thousand Pesos
(₱250,000.00).

3. Payment Period for Listing Fee

 The Issuer/Listed Company shall pay the listing fee as soon as practicable which
in no case shall be later the fifteen (15) calendar days from receipt of notice from
the Exchange approving the application for listing. If the Issuer fails to pay within
the prescribed period, the Issuer shall incur a surcharge of twenty-five percent
(25%) plus one percent (1%) interest (based on the listing fee) for every day of
delay.

4. Payment Period for Annual Listing Maintenance Fee

 The annual listing maintenance fee shall be paid on or before 15 January of each
year, with an allowable grace period of one (1) week.

The Issuer/Listed Company shall be assessed a fine One Thousand Pesos (₱1,000.00)
for every calendar day of delay. If the Issuer fails to remit the maintenance fee by 15
February of that same year, the Exchange shall discontinue assessing the Issuer the
fine but it shall automatically suspend the Issuer from trading for two (2) months or
until 15 April. If the Listed Company still fails to pay the required fee after 15 April,
the Issuer shall be considered for delisting in accordance with the Delisting Rules of
the Exchange.

5. Penalties
 No specific penalty in relation to listing
 Penalties are confined to non-compliance with disclosure requirements