SEC EIPD Case No. 2025-8064Resolution upholding the 26 November 2025 Revocation Order against St. Timothy Construction Corporation

Exchange Commission Securities and

BACONG PILIPINAS

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT

IN THE MATTER OF: CORPORATION SEC Company Reg.No.CS201413029 ST. TIMOTHY CONSTRUCTION SEC EIPD CASE NO.2025-8064 SERIES OF 2019,OTHERWISE KNOWN MEMORANDUM CIRCULAR NO. 15, GENERAL INFORMATION SHEET (GIS) AS AMENDED BY SEC MEMORANDUM CIRCULAR NO.10,SERIES OF 2022 FOR: AS THE VIOLATION 2019 REVISION OF THE OF SEC

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RESOLUTION

TO THE PRESIDENT 0792 F.Manalo St., corner J.Pueblo Brgy.Bambang Pasig City E-mail: st.timothyconstruction@yahoo.com ST CORPORATION sttimothystc@gmail.com cfs ii@yahoo.com TIMOTHY CONSTRUCTION THE MEMBERS OF THE BOARD OF DIRECTORS

Attention:

Enforcement and Investor Protection Department of the Securities and Exchange Series of 2019,as amended by SEC Memorandum Circular No.10, Series of 2022 This refers to the 11 December 2025 Motion for Reconsideration filed by ST. TIMOTHY TIMOTHY"/"Corporation"), received on the same date, in relation to Notice and Order dated 11 September 2025, and Resolution dated 26 November 2025 issued by the Commission(SEC) finding ST.TIMOTHY in violation of SEC Memorandum Circular No.15 CONSTRUCTION CORPORATION. (hereafter Teferred to as ST

ANTECEDENT FACTS AND STATEMENT OF THE CASE This instant case stemmed from the conduct of a beneficialownership verification by this Department of the Beneficial Declaration Pages submitted by corporations,to determine compliance with the beneficial ownership disclosure and transparency requirements under SEC Memorandum Circular No.15,series of 2019,as amended by SEC Memorandum Circular No.10,Series of 2022

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During a Senate Blue Ribbon Committee hearing held on 01 September 2025, MS. oath,responded to queries from the Senators and stated that she is the ownerand officer CEZARAH ROWENA CRUZ-DISCAYA (hereafter referred to as "MS.DISCAYA"),under of ST.TIMOTHY.

However, records of the SEC show that ST. TIMOTHY submitted false beneficial ownership information,in violation of SEC Memorandum Circular No.15,series of 2019,as amended by SEC Memorandum Circular No.10, Series of 2022, by failing to disclose MS. DISCAYA as its beneficial owner in its Beneficial Declaration pages from 2022 to 2024.

to submit its reply. that "on September 3, 2025, this Honorable Commission immediately issued a Notice and via email on 12 September 2025, addressed to ST.TIM0THY, its President,and the Members of its Board of Directors, assessing a penalty of TWO MILLION PESOS TIM0THY,and giving the latter fifteen (15) calendar days,or until 27 September 2025, Contrary to ST.TIMOTHY's claim in the antecedentfacts of its Motion for Reconsideration Order"1,based on records,the Notice and Order is dated11 September2025,and was sent (PHP2,000,000.00) for false declaration of beneficial ownership information of ST.

Motion for Extension of Time, informing the Commission that ST. TIMOTHY would be represented by Samaniego & Associates Law Office with a request for an extension until 31 October 2025 within which to file its reply and comply with the Notice and Order. On further extension until 24 November 2025.However,the 2016 Rules of Procedure of the SEC, Rule 3, Section 3-3 expressly provides: On 30 September 2025,this Department received a Formal Entry of Appearance with 12 November 2025, another Motion for Extension of Time was received,requesting a

submission filed or made under a similar guise or title shall not be "Sec.3-3 Prohibited Pleadings. - The following pleadings or any allowed:

b.Motion for Bill of Particulars; c.Motion for New Trial, or Reopening of Trial e. Motion for extension of time to file pleadings, d.Petition for relief from judgment; a.Motion to Dismiss; f Motion to declare a party in default; affidavits, or any other submission of similar intent;

g.Motion for postponement and any other motions of similar intent; and h. Motion for leave to amend pleadings."

1 11 December 2025 Motion for Reconsideration, Page 3, Item 6.

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With a Motion for Extension of Time being a prohibited pleading in this proceeding, the same was expunged from the records.

Further, with ST. TIMOTHY failing to submit any compliance or responsive pleading within the 15 day period,and even until 24 November 2025,assuming arguendo that this Department recognized and gave due course to the request for extension, Resolution the facts established on record and waiver of right to be heard by the former. dated 26 November 2025,which is the subject of ST. TIM0THY's 11 December 2025 Motion for Reconsideration, was issued by this Department finding implied admission of

ISSUES I.Whether or not the finding of violation of Section 11,I-A of SEC Memorandum Circular No.15,Series of 2019,as amended by SEC Memorandum Circular No.10,Series of 2022 against ST.TIMOTHY is not supported by substantial evidence;

II. Whether or not the penalties imposed on ST.TIMOTHY are inconsistent with the

principle of proportionality in administrative law; and

I. Whether or not ST. TIMOTHY was deprived of its right to a fair opportunity to

contest the allegation with evidence.

RULING

I SUPPORTED BY SUBSTANTIAL THE EVIDENCE RESOLUTION IS

Before we discuss the sufficiency of evidence at hand, this Department finds it appropriate to discuss the quantum of proof it requires in its resolutions.

The Supreme Court in a string of cases has consistently held that in administrative proceedings, necessary for a finding of guilt is substantial evidence or such relevant evidence as a reasonable mind may accept as adequate to support a conclusion. It does not require overwhelming or conclusive evidence. Rather,it calls for"more than a mere Scintilla of evidence but "less than preponde action,grounded on the idea that adminis technical rules of procedure. AGT rance" that is demanded in ordinary civil bodies,which are not strictly bound by reliable standard of proof. By adopting this lower threshold thal efficiently decide matters that of evidence,these bodies can more SuC regulatory issues without being hamstrung by the stricter technicalities of trial courts.(citations omitted)

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declaration of MS. DISCAYA,the following are the basis of the 26 November 2025 Resolution: Contrary to ST. TIMOTHY's claim that the Resolution is only based on the sworn

a.Undisputed and uncontroverted fact of the admission ofownership,under oath,by MS.DISCAYA of ST.TIMOTHY during the September 1,2025 Senate Blue Ribbon Committee hearing; b. Undisputed and uncontroverted fact that ST. TIMOTHY did not disclose MS DISCAYA in its beneficial ownership declaration from 2022 to 2024;and c.Implied admission of ST.TIMOTHY on the matterfor its non-complianceto the 11 September 2025 Notice and Order,it beingin the positionto controvert the findings and question the assessment,but nonetheless failed to do so despite the explicit provision in the Notice and Order stating:

"Failure to submit the required explanation and corrective filing right to be heard, and this assessment shall be deemed final without within the prescribed period shall be construed as a waiver of your prejudice to the imposition of additionalpenalties for continuing non compliance".

has chosen, not to submit any explanation, clarification, or documentary refutation ST.TIMOTHY was clearly notified of the finding of its violation of SEC Memorandum of 2022 through the Notice and Order. Despite having the knowledge as to its beneficial owners; having been ordered by the Commission to respond to the Notice and Order, which will subject the corporation to penalties and fines for its inaction;and having been given the opportunity to deny and or explain the same within an ample time of 15 days upon receipt of the Notice and Order, in accordance to the Section 11,I-A of SEC Memorandum Circular No.10 of 2022,ST.TIMOTHY nonetheless chose,and continuously thereto when it could easily have done so. Circular no.15 series of 2019,as amended by the SEC Memorandum Circular no.10, series

From the above, it is but rational for this Department to find a conclusion that ST. TIMOTHY has committed the subject violations.

Additionally, it is being noted that in respondent's Motion for Reconsideration, it still avoided to directly confirm or deny MS. DISCAYA's beneficial ownership thereto, and even attempted to pass of as fact her admissions in the Senate hearing as merely an this department found in pages 45 and 51 of the transcript of stenographic notes (TSN) of the hearing, in total disregard of her numerous direct admissions to ownership of the corporation as may be found in pages 57,60, 62, 226 of the same note, to wit: "inadvertent admission"by quoting snippets of her testimony in the Senate hearing,which

TSN Page 57

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and Omega, Elite General Contractor and Development Corporation, St. Matthew, Great Pacific Builders, YPR General Contractor, Amethyst Horizon Builders,and Way Maker OPC.Am I correct? that you own nine companies, namely: St. Gerrard, St. Timothy, Alpha SEN. ESTRADA. Madam Discaya, Sarah, it is common knowledge

MS.DISCAYA.Yes,po

nine construction companies? SEN. ESTRADA. Hanggang ngayon? Up to now you own these

MS. DISCAYA.Yes,po.

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TSN Page 60

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na kumpanya,ilang beseskayong nanalo? At ilang beses--kungnatatalo rin kayo sa bidding, ilang beses kayong natatalo? SEN.ESTRADA.Okay.Sa mga bidding na sinalihan mo, itong siyam

napapanalunan, very minimal lang po talaga, mga two percent. Pero ang dami naming projects po na sinasalihan na bidding." MS. DISCAYA.Actually, I don't have the actual figures. Pero sa

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TSN Page 62

the other eight remaining companies that you own? SEN.ESTRADA.What about the other companies? What about

called as Alpha and Omega. MS.DISCAYA. I don't have statistics for that because I was only

own these nine companies and you answered in the affirmative. xxx. Kanina sabi mo ikaw ang may-ari ng siyam, why can't you answer in behalf of the eight companies? SEN.ESTRADA.You admitted earlier when I asked you if you

today's hearing." MS. DISCAYA. Kasi po iyon lang iyong na-prepare po namin for

XXX TSN Page 226

naglalaban sa isang bidding, sa isang kontrata? construction company, mayroon bang pagkakataon na sila-sila SEN. ESTRADA. Mrs.Discaya,iyong siyam na pag-aari mo ng

MS. DISCAYA. Hindi po.

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SEN. ESTRADA. Sigurado ka? MS. DISCAYA. Iyon po ang pagkakaalam ko.

St. Timothy, St. Gerrard, si Alpha and Omega - sino pa? SEN. ESTRADA. Kapag makakuha ako ng records sa DPWH na si

isang bidding. Pero iyong ibang licenses magkakasama sila minsan. MS. DISCAYA. Si Alpha and St. Gerrard, hindi po sila nagsasali sa

XXX TSN Page 227

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iyong siyam na korporasyon, inamin mo sa iyo lahat iyon, hindi ba? Records will bear me out. SEN. ESTRADA. Noong tinanong kita ulit, in-enenumerate ko lahat

MS. DISCAYA. Opo.

korporasyon na iyon naglalaban-laban ba sa bidding iyan? SEN. ESTRADA. Ngayon, ang tinatanong ko sa iyo, iyon bang siyam na

MS.DISCAYA.Yes po

question. THE CHAIRPERSON. Panglimang tanong na iyan eh. Sabi mo kanina last

SEN. ESTRADA. Hindi pa sumasagot. Ayaw sumagot. Sagutin mo. MS. DISCAYA. Yes po. Sumagot ako, opo.

korporasyon sa isang kontrata at kung sino ang manalo roon, kahit isa sa siyam na manalo, sa iyo pa rin iyon, ikaw pa rin ang panalo, correct? SEN. ESTRADA. So kapag naglalaban-laban iyong siyam na

MS. DISCAYA. Opo.

sa isang kontrata at kung sino ang manalo roon, kahit is sa siyam na manalo, sa iyo pa rin iyon, ikaw pa rin ang panalo, correct? SEN. ESTRADA. So, kapag naglaban-laban iyong siyam na korporasyon

MS.DISCAYA.Opo. xxx" (emphasis ours) showing clear and willful admissions from MS. DISCAYA herself.

and/or contravert the findings and its self-serving act of claiming inadvertence of MS. DISCAYA without any supporting proof, when it could have easily done so and provide proof thereto, fortifies this Department's conclusion that ST. TIMOTHY was in violation With everything considered,together with ST. TIMOTHY's continuedavoidance to clarify of the subject Memorandum Circular.

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I PENALTIES IMPOSED ARE PROPER

The Securities Regulation Code, together with the Corporation Code of the Philippines, as amended by the Revised Corporation Code of the Philippines,has vested SEC with the power to impose sanctions for the violation of laws, rules regulations and orders issued pursuant thereto, including the power to suspend or revoke certificate of registration of corporations, and disqualification of its officers.

SEC Memorandum Circular No.10, series of 2022 states that:

upon referral by a competent authority that a corporation submitted false beneficial ownership information, shall send Notice and Order to the "I-A. False Declaration. The Commission, upon its finding motu proprio or corporation stating that:

1. The fact of false disclosure of beneficial ownership information;and 2. Giving the corporationfifteen (15) calendar days to comply and submit complete and accurate beneficialownership information and a written explanation for the false disclosure.

Information, the Corporation shall be penalized with a fine up to Two abovementioned,or after a finding by the Commissionthroughits Resolution that the the corporation indeed submitted false Beneficial Ownership If after fifteen (15 days from receipt by the Corporation of the Notice & Order from the commission has lapsed without compliance with the Million Pesos (Php 2,000,000.00) and be subsequently dissolved

II. Liability of Directors/Trustees and Officers of the Corporation.xxx Provided, that if the violation pertains to false declaration under Section responsible in the commission thereof or in the non-compliance of the related Notice and Order issued therefor shall, after due notice and hearing, each be penalized with a fine up to Two Hundred Thousand Pesos (P200,000.00) and shall be disqualified to be directors. trustees and officers of any corporation for a period of five (5) years." 11 (1-A) of this Circular, the directors, trustees and officers, found

(Emphasis and underscoring ours.)

of non-compliance,and are explicitly to be imposed thereupon. The above Circular clearly states that the corporation shall be penalized with a fine up to Two Million Pesos and shall subsequently be dissolved, with its directors, trustees and officers shall be disqualified for five (5) years for non-compliance to the Notice and Order. The Circular leaves no room for interpretation other than said penalties are consequences

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information is deemed by the Commission as a serious violation. This is out of SEC's Force Recommendation number 24 on Beneficial Ownership transparency of legal persons, wherein establishing clear liability and effective,proportionate,and dissuasive imposition being used for illicit purposes such as circumventing anti-money laundering and counter terrorist financing measures. In fact,SEC in its Memorandum Circular no.10,series of 2022 Was specifically promulgated to increase the penalty for such declarations to make it a point With regard to respondent's claim that the penalties should be reserved for egregious violations involving fraud or deliberate concealment and not on mere procedurallapses,this department would like to emphasize that false declaration of beneficial ownership commitment to adhere to international standards, particularly, the Financial Action Task of sanctions are considered as a key feature to prevent corporations,as among others, from that false declaration is considered as a serious violation by the Commission.

In view of the foregoing,penalties imposed in the 26 November 2025 Resolution are deemed proper and require no further reconsideration.

H ST. TIMOTHY WAS ACCORDED

CONTEST THE ALLEGATION WITH FAIR OPPORTUNITY TO

ST.TIMOTHY's claim that it has been deprived of its right to a fair opportunity to contest the allegation with evidence is without merit.

The Supreme Court has consistently held that administrative due process is anchored on fairness and equity in procedure. It is satisfied if the party is properly notified of the charge against it and is given a fair and reasonable opportunity to explain or defend itself.

its violation of SEC Memorandum Circular No.15,series of 2019,as amended by SEC Memorandum Circular No. 10, series of 2022 for false declaration of Beneficial Ownership Information and the assessed P2,000,000.00 penalty through the Notice and Order, and was given 15 calendar days from receipt thereof to comply and/or submit a responsive At the case at hand,it is undisputed that the company was duly notified of the findings of pleading thereto.

The latter nonetheless failed to defend and/or explain itself in the given period. Clearly, a fair and reasonable opportunity to explain and/or defend itself was accorded.

With the above considered, this Department finds no reason to reverse its 26 November 2025 Resolution.

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SO ORDERED.

Makati, Philippines, 19 January 2026.

ATTY.FILBERT CATALINO H.FLORES III,MNSA,CESO IV

Director

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