PROCAP INTERNATIONAL, INC., PROCAP INSURE, PROCAP INSURETECH, LTD.,

Securities and Exchange Commission COMMISSION EN BANC Republic of the Philippines Department of Finance

IN THE MATTER OF:

PROCAP INTERNATIONAL, INC.. PROCAP INSURE, PROCAP INSURTECH, LTD..

SEC CD0 Case No. 02-24-108 Promulgated: 08 February 2024

PROTECTION ENFORCEMENT AND INVESTOR DEPARTMENT (EIPD) Movant.

CEASE AND DESIST ORDER

involving the funds in their respective depository banks, and/or from not have the requisite license to carry out the same; and (b) prohibiting assets, properties, real or personal, including bank deposits, if any, of participation whatsoever, directly or indirectly, without the prior written engaging in the sale and/or offer of securities in the form of investment contracts, executed under the guise of either a Memorandum of PROCAP and its Agents from transacting any business using and/or transferring, disposing, or conveying in any other manner, any and all which the named persons herein may have any interest, claim or PROCAP INSURTECH, LTD (collectively referred to as "PROCAP"), their officers, representatives, salesmen, and all persons, conduit entities and subsidiaries claiming and acting for and on their behalf (collectively referred to as the "Agents"), to immediately cease and desist from further Agreement, Valued Policy; Gaming Package Plan, and the like, as they do authority from the Commission.1 (the "Motion") filed by the Enforcement and Investor Protection Department (EIPD) on 7 February 2024, praying that an Order be issued (a) directing PROCAP INTERNATIONAL, INC., PROCAP INSURE,AND This resolves the Motion for Issuance of a Cease and Desist order

1 Motion for Issuance of a Cease and Desist Order dated 7 February 2024

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THE PARTIES

Movant EIPD is one of the Commission's operating departments tasked, among others, to investigate and institute administrative actions

unregistered securities without the requisite secondary license.? against persons and entities engaged in the sale and/or offer of

PROCAP INTERNATIONAL INC., is a corporation duly organized

Its principal office address as stated in its Articles of Incorporation its AoI is: District, National Capital Region, 1603. Its primary purpose as stated in and existing under Philippine laws, having been issued a Certificate of Incorporation bearing Company Registration No. 2023020085206-01 Plaza Tower, Bonifacio Global City, Fort Bonifacio, Taguig City, Fourth ("AoI") is located at Units 1701 and 1719 High Street South Corporate

furtherance of the above purpose. not limited to back office technology support call or contact center activities, data entry and encoding data management, general human resource functions business planning, account receivable management general financial support services, customer support services and customer relationship management sales support and other industry documentation for filing processing and securing documents from clients except the management of funds_securities_portfolios and profession but will hire the services of professionals for the outsourcing services, shared services and support solutions, including but specific purposes. To act as agent assistant in the preparation of pertinent government agencies; and to provide support to all aspects of the business affiliates and related companies and operations and other other assets of the managed entity nor engaging in the practice of "To engage in the business of consultancy, by providing business process

investment contracts." (Bold underscoring for emphasis) Provided that the corporation shall not solicit accept or take investment/placements from the public neither shall it issue

The incorporators and members of the Board of directors of PROCAP, as stated in its Aol are as follows:

2 Section 2-2 (c)(1-c), Rule II, Part I of the 2016 SEC Rules of Procedure

In the Matt Of PROCAP INTERNATIONAL INC.

PROCAP INSURE,PROCAP INSURTECH, LTD SEC CDO Case No. 02-24-108 Cease and Desist Order Page 3 of 15

NAMES ADDRESS NATIONALITY and Paid-Up Subscribed Capital

{In Php)

Marilyn Presto Pedrigal National Capital Region U310 Lancris Residences, Japan Street, Don Bosco, City of Paranaque, Fourth District, Filipino 500,000.00

Jessica Fuentes Florendo 3306 Purok 3 Callao, Alicia, Isabela, Region II (Cagayan Valley), Filipino 500,000.00

PROCAP INSURE, is an entity that was allegedly incorporated in Seychelles in 2022.

incorporated in Seychelles, East Africa. PROCAP INSURTECH LTD., is an entity. that was allegedly

RELEVANT FACTS

individuals or a group of persons working for, and/or representing invest their money with the latter, and promising high monetary rewards PROCAP were enticing the public, using the social media platforms, to or profits. Sometime in June 2023, the EIPD received information that

business operations and transactions of PROCAP and its Agents, to verify the information received, and to determine if they are violating the relevant provisions of the Securities Regulation Code ("SRC") or its Implementing Rules and Regulations (the "SRC-IRR). This prompted the EIPD to conduct a formal investigation on the

in Makati City. During the entrapment operation, which was attended by explained, among others, the reason for the creation/establishment of the EIPD investigating team (the "Investigating Team") together with the Philippine National Police's Criminal Investigation and Detection Group during an event of PR0CAP conducted on 15 October 2023 at Dusit Thani witnessed the presentation made by a certain James Teo (Mr. Teo) who (PNP-CIDG) and the Presidential Anti-Organized Crime Commission (PAOCC), collaborated and carried out a joint entrapment operation On the basis of the information gathered during the investigation,

In the Matter of PROCAP INTERNATIONAL INC.. PROCAP INSURE, PROCAP INSURTECH, LTD. SEC CD0 Case No. 02-24-108 Cease and Desist Order Page 4 of 15

.--

PROCAP, and represented to the attendees that there is zero risk of loss in joining and participating in PROCAP.

The information gathered by the Investigating Team revealed that PROCAP presents itself to the public as a general insurance provider, and sells/offers to the latter, securities in the form of investment contracts which are presented as gaming packages. To entice the investing public

for the rest of your life", where an investor who buys a gaming package to invest with them, PROCAP and its Agents use the slogan "win once daily

worth between Php73,000.00 to Php4,300,000.00, and plays its prediction game, will yield a return ranging from 6% to 42% per month (or 72% to 504% per annum). PR0CAP promises its members and investors zero-risk on their investment by securing the same 100%.

"tier-policy values" and/or "gaming packages", their respective investment requirements and their corresponding yields, are as follows: The investment packages which PROCAP is offering/selling as

Entry Policy: 1,235 USD Enhanced Policy: 12,350 USD Superior Policy: 74,000 USD Basic Policy: 2,470 USD Deluxe Policy: 24,700 USD POLICY 0.2%-1.4% month 0.2%-1.4% 0.2%-1.4% 0.2%-1.4% month) 0.2%-1.4% month month month per per per per per EARNINGS day day day day day (6%-42% (6%-42% (6%-42% (6%-42% (6%-42% per per per per per

Superior Package: $74,100 Basic Package: $2,470 Deluxe Package:$ 24, 700 Entry Package: $1,235 Enhanced Package: $12,350 Gaming Package 6%-42% per Month 6%-42% per Month 6%-42% per Month 6%-42% per Month 6%-42% per Month Range of Returns

accessible in its social media account (Facebook), involves an investment investor to shell out an amount ranging from PhP73,000.00 to in either the policies or gaming packages which requires a prospective PhP4,300,000.00. The investor will then be able to play seven (7) rounds) of its prediction game which promises a return ranging from 6%-42% per month (or 72% up to 504% per annum). Investors also receive referral The foregoing investment scheme of PROCAP, which is posted and

incentives for new investors brought in. PROCAP represents to the public that under its formula Quantum 7, policy holders/players will not incur

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insurance provides all players with a fresh seven (7) rounds which will any loss even if all their predictions are wrong, since its capital protection enable them to play unlimited times.

The evidence submitted by the EIPD further showed that PROCAP is also offering to its investors the following incentives/benefits3:

Plan/Commission/Bonus/Rewards Earnings

Compensation Plan 35 USDT a day up to 2100 USDT a day

Referral Commissions 5% up to 8% referral commission rate

Matching Bonus 1% to 8% depending of the levels matched

Leadership Rewards 1% to 5% ranked-based bonus which may be doubled or tripled

investors which is being implemented by PROCAP, and which is posted and available in its Facebook account, a screenshot of which was submitted in evidence, thus: The EIPD also obtained the investment process for prospective

August7.@ ProCap Philippines

4. Fund your account. In order to deposit and withdraw funds, it is necessary to have a Coins PH or 2. After signing up for your account you will prompt to set up 2FA. Click the link for the 3. Choose your policy Binance account https://www.facebook.com/100095219966962/videos/969959724212719 5. Purchase policy. How to be a Procap Memb tutorial on how to set up 2FA (Two-Factor Authentication) 1. Sign-up using this link. https://member.procap.insure/Register/Index Basic Policy: 2, 470 USDT Entry Policy: 1, 235 USDT Enhanced Policy: 12, 350 USDT Deluxe Policy: 24,700 USDT Superior Policy: 74, 100 USDT

Congratulations. Welcome to Procap Insurance. You have begun your journey to FINANCIAL FREEDOM.

by PROCAP not only through the various social media platforms, but also The unregistered investment packages are also being offered/sold

during events/presentations which the EIPD have confirmed to have

3 Ibid. No. 23 of the Motion

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been conducted by PROCAP in various commercial places around the

Abreeza Hotel in Davao City, Seda Centrio-Hotel in Cagayan De Oro City, country which included the New Port City Resorts World Manila, Seda Hotel Seda Ayala Center in Cebu City, Seda Capitol Central in Bacolod City and Seda Atria in Iloilo.

securities, the EIPD presented in evidence the Certifications issued by the In support of its allegation that PROCAP has no license to sell/offer

Company Registration and Monitoring Department (CRMD), Markets and Securities Regulation Department (MSRD), and the Corporate Governance and Finance Department (CGFD) of the Commission which all certified that they have not issued to PROCAP a secondary license to operate as a broker/dealer of securities, and that PROCAP is not a registered issuer of securities pursuant to Sections 8 and 12 of the SRC, or of mutual funds, including exchange traded funds, membership certificates, and time shares.

The EIPD also obtained and submitted in evidence a Certification4

neither applied for, nor has been issued any license to carry out an issued by the Insurance Commission which showed that PROCAP has insurance business.

a license to engage in any form of internet gaming (e-casino games including card games, and online random number generator games) in the Philippines. Certification5 issued by the Philippine Amusement and Gaming Corporation (PAGCOR), which showed that PROCAP has not been issued The EIPD likewise obtained and submitted in evidence a

packages that PROCAP were offering/selling are securities that need to counsel, Aguirre Dayao-Gomos & Aguirre Law Firm, requesting the Commission's opinion on whether PROCAP needs to amend its primary be registered under Section 8 of the SRC. purpose and secure a secondary license. In response thereto, the Commission issued a letter-reply7 which essentially stated that the The EIPD further submitted in evidence a letter from PROCAP's

informing the public of the entrapment operation conducted by the PNP- CIDG, SEC, and PAOCC where twenty (20) individuals, including the directors, incorporators, employees and agents of PROCAP were arrested On 20 October 2023, the Commission issued a Press Release

4 Dated 18 October 2023 7 Dated 07 December 2023 5 Dated 17 January 2024 Dated 07 November 2023

In the Matter of PROCAP ] ERNATIONAL ING

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for engaging in the illegal offering, solicitation, and selling of securities in the form of investment contracts without the requisite license from the SEC.

its unauthorized investment-taking activities as the EIPD showed another evidence that PROCAP is continuously offering/selling its unregistered securities. PROCAP had in fact invited the public to join its Apparently, the foregoing did not deter PROCAP from carrying out

business presentations via Zoom platform on 23 January 2024 for this purpose.

Hence, the instant Motion

ISSUE

PROCAP is warranted based on the finding and evidence presented by the EIPD. Whether the issuance of a Cease and Desist Order (CDO) against

RULING

The Motion is impressed with merit.

sufficiently established that PROCAP is offering and/or selling unregistered securities to the public in the form of investment contracts and the SRC-IRR. without the requisite license from the Commission in violation of the SRC The EIPD's Motion which is supported by substantial evidence,

provides that it has no authority to solicit or accept investments from the Clause of PROCAP INTERNATIONAL, INC. as stated in its AoI specifically public, to wit: At the outset, the Commission notes that the Primary Purpose

investment/placements from the public neither shall it issue investment contracts." "Provided that the corporation shall not solicit accept or take

Section 3 of the Securities Regulation Code ("SRC") defines securities, to wit:

"SEC. 3. Definition of Terms. -

3.1. "Securities" are shares, participation or interests in a corporation or in a commercial enterprise or profit-making venture

In the Matt. Of PROCAP INTERNATIONALJNC

PROCAP INSURE SEC CDO Case No. 02-24-108 Cease and Desist Orde J.APY Page 8 of 15 FCHLTT

and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes:

XXX

future subscription;" (Emphasis supplied) participation in a profit-sharing agreement, certificates of deposit for a b Investment contracts, certificates of interest or

investment contract as follows: Securities Regulation Code (the "SRC-IRR") specifically defines an Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the

promise of profits. "An investment contract is a contract, transaction or scheme (collectively "contract") whereby a person invests his money in a common enterprise and is led to expect profits primarily through the efforts of others. An investment contract is presumed to exist whenever a person seeks to use the money or property of others on the

commission." (Emphasis supplied) investors "pool" their resources, creating a common enterprise, even if the promoter receives nothing more than a broker's A common enterprise is deemed created when two (2) or more

registered with the Commission for the protection of the investing public, to wit: ruled that investment contracts are securities that are required to be Commission,8 the Supreme Court applied the afore-quoted provision and In the case of Power Homes Unlimited v. Securities and Exchange

"As an investment contract that is security under R.A. No. 8799, it

confidence in the system." (Emphasis supplied) The strict regulation of securities is founded on the premise that the capital markets depend on the investing public's level of cannot protect the investing public from fraudulent securities! must be registered with public respondent SEc. otherwise the SEc

investment contract as a contract or scheme for the placing of capital or laying out of money in a way intended to secure income or profit from its various situations where individuals were led to invest money in a common enterprise with the expectation that they would earn a profit through the efforts of the promoter or of someone other than employment.9 Investment contracts have been used and adopted in In the case of SEC vs. Howey Co., the US Supreme Court defined ar

Note 24, Supra. 9 328 U.S. 293 (1946).

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themselves.1o It is in the context of the foregoing that the U.S. Supreme Court came up with and adopted the Howey Testi in determining if an investment scheme, regardless of the legal terminology used, partakes of the nature of an investment contract.

The concept of an investment contract in the Philippines traces its roots from the US Supreme Court case entitled Securities and Exchange Commission v. W.J. Howey Co.12 where the Court held that an investment contract is a transaction, contract, or scheme whereby a person (1) makes an investment of money, (2) in a common enterprise, (3) with the expectation of profits, (4) to be derived solely from the efforts of others. On this basis, transactions or schemes where individuals invest their

through the efforts of the promoter or of someone other than themselves money in a common enterprise with the expectation of earning a profit

were consistently been considered as investment contracts.13

used in Power Homes Unlimited Corporation v. Securities and Exchange Commission,14 where the Supreme Court ruled that in our jurisdiction, for This concept of investment contract was thereafter adopted and

her funds and submits their control to another for the purpose of deriving profits from them, he or she is in fact investing in securities.15 investment contracts, the following elements must be shown to exist: (1) further ruled that whenever an investor relinquishes control over his or transactions/schemes to be considered securities in the form of an investment of money; (2) in a common enterprise; (3) with expectation of profits, (4) primarily from the efforts of others. The Supreme Court

emphasized the applicability of the Howey Test in determining if a In the case of Virata vs. Ng Wee16, the Supreme Court reiterated and

security is an investment contract that requires prior registration from the Commission, thus:

named after the landmark case of Securities and Exchange "In this jurisdiction. the Court employs the Howey test

with "primarily" acknowledging that an investment contract may still be present where the individual who 12 328 U.S. 293, 66 S. Ct. 1100, 90 L. Ed. 1244, 163 A.L.R. 1043 (1946). 13 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was qualifier with "primarily", acknowledging that an investment contract may still be present where the 15 Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967). 10 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was expected to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced the qualifier expected to be solely through the efforts of another party, Rule 26.3 of the 2015 SRC IRR replaced the individual who placed the money exerted a small amount of effort in an attempt to earn the profits. 16 G.R. Nos. 220926, 221058, 221109, 221135 & 221218, [July 5, 2017]. placed the money exerted a small amount of effort in an attempt to earn the profits. 14 G.R. No. 164182, 26 February 2008. I (bid

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Commission v. W.I. Howey Co., to determine whether or not the security being offered takes the form of an investment contract. The case served as the foundation for the domestic definition of the said security.

agrees with the EIPD's finding, and holds that PROCAP and its Agents are Applying the Howey Test to the instant case, the Commission

engaged in the sale and/or offer of unregistered securities in the form of investment contracts in violation of Section 8 of the SRc as all the elements are present, to wit:

First, the investment scheme of PROCAP involves and/or requires an investment of money. Investors may purchase its policies or gaming packages at the amount ranging from PhP73,000.00 to PhP4,300,000.00] Moreover, the fact that PROCAP has been shown to be offering/selling or dealing in unregistered securities suffices to justify the issuance of a CDO for the protection of the investing public. It is not the intent of the law that the investing public must actually buy unregistered securities and be defrauded before a CDO can be issued;

Second, PROCAP'sinvestmentschemewhich promises

thereof, are the main factor that entices the investing public to purchase unconscionably high returns, together with zero-risk of loss component

to PhP4,300,000.00. The investments received from the public which are its policies or gaming packages at the amount ranging from PhP73,000.00 pooled, are then used to pay the returns promised to its investors. This mechanism which ensures the continued operation of PROCAP is the common enterprise that is being sustained by the investments that it is receiving from the public;

which ensure that new investments from the public are made. The guaranteed return on their investment at a rate ranging from 6%-42% per month (or 72% up to 504% per annum), plus referral incentives Third, PROCAP's members/policy-holders expect to earn a

insurance which effectively makes its investment scheme loss-free; guaranteed returns on investment is insured by PR0CAP's 100% capital

anything after parting with their hard-earned money except to enjoy playing or place their bets in PROCAP's authorized online gaming platforms where they are guaranteed to rake-in the promised returns in practically all circumstances. Moreover, it is PROCAP and its Agents who primarily carry out the marketing, promotion and selling of the Fourth, PROCAP's investors/policy-holders are not required to do

unregistered securities.

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Relative thereto, Section 8.1 of the SRC categorically provides that securities cannot be sold or offered for sale within the Philippines if the same are not registered with the Commission in the form of an approved Registration Statement and a Permit to Offer/Sell issued in favor of the applicant, to wit:

"SEC. 8. Requirement of Registration of Securities. - 8.1 Securities shall not be sold or offered for sale or distribution within the

securities, in such form and with such substance as the Commission approved by the Commission. Prior such sale, information on the may prescribe, shall be made available to each prospective purchaser. (Emphasis and underscoring supplied) Philippines without a registration statement duly filed with and

Moreover, the act of PROCAP in offering/selling its unregistered securities through its social media accounts, as well as in the public

3.1.17 of the 2015 SRC IRR, to wit: events conducted by it constitute public offering as defined under Rule

following modes shall be presumed to be a public offering: Any solicitation or presentation of securities for sale through any of the public or to anyone who will buy, whether solicited or unsolicited. "Rule 3.1.17 - Public Offering is any offering of securities to the

X

communication technology or any other forms of 3.1.17.2. Presentation in any public or commercial place; 3.1.17.3. Advertisement or announcement on radio, television. communication; or telephone, electronic xxx."(Emphasis supplied) communications, information

from the Commission as shown in the Certifications issued by the MSRD securities constitutes a violation of Sec. 8 of the SRC in relation to the afore-quoted provision of the SRC-IRR. Verily, this warrants the issuance CRMD, and CGFD, its act of publicly offering/selling unregistered of a CDO. Considering that PROCAP has not secured the requisite license

Section 64.1 of the SRC provides, thus: Finally, relative to the requirements for valid issuance of a CDO.

"Section 64. Cease and Desist Order. --- 64.1. The Commission, after proper investigation or verification, motu proprio or upon verified or practice, unless restrained, will operate as a fraud on investors complaint by any aggrieved party, may issue a cease and desist order without the necessity of a prior hearing if in its judgment the act

In the Matte PROCAP INSURE, PROCAP INSURTECH, LTI Of PROCAP INTERNATIONAL IN SEC CDO Case No. 02-24-108 Cease and Desist Order Page 12 of 15

or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public." (Emphasis supplied)

requisites that must be complied with before a CDO can be validly issued: Under the afore-quoted provision, there are two (2) essential

1) There must be a conduct of a proper investigation or verification; and

2) There must be a finding that the act or practice, unless

investing public.17 likely to cause grave or irreparable injury or prejudice to the restrained, will operate as a fraud on investors or is otherwise

In the instant case, the foregoing requisites were complied with.

investigation and presented sufficient documentary evidence in support Commission; screenshots of Facebook posts; Affidavit of Investigating team; Letter request of PROCAP's counsel, and photos of PROCAP's events and Agents. of its Motion i.e. Certifications from the CRMD, CGFD, and MSRD18; the Certification from PAGCOR; the Certification from the Insurance First, the records disclose that the EIPD conducted a formal

to the public that it is authorized/licensed to offer/sell securities when investments ranging from PhP73,000.00 to PhP4,300,000.00. Agents willfully employed fraud by making it appear or misrepresenting Pesos (P1,000,000.00), an amount which certainly will not be able to sustain the payment of between 6% to 42% monthly return for its Purpose Clause in its Aol clearly provides otherwise. Furthermore, the Commission takes administrative notice of PROCAP INTERNATIONAL, INC's AoI which shows that its authorized capital stock is only One Million Second, the evidence presented showed that PROCAP and its

the Supreme Court emphasized the need for a prompt issuance of a CDO likely cause grave or irreparable injury or prejudice to the investing securities operates as a fraud to the public which, if unrestrained, will public.19 The foregoing finds support in the case of Securities and Exchange Commission vs. CJH Development Corp.20 (SEC vs. CJH), where Moreover, the act of PROCAP in selling/offering unregistered

17 Securities and Exchange Commission vs. Performance Foreign Exchange Corporation, G.R. No. 154131, 20 18 G.R. No. 210316, November 28, 2016 19 Section 64 of the Securities Regulation Code. is Motion. Annexe July 20, 2006

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defraud or cause grave or irreparable injury to the investing public, thus: after a finding by this Commission of a violation of the SRC that will likely

also not required whenever the Commission finds it appropriate issued by the SEC motu proprio, it being unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing is to issue a cease and desist order that aims to curtail fraud or grave "The law is clear on the point that a cease and desist order may be

or irreparable injury to investors. There is good reason for this provision, as any delay in the restraint of acts that yield such results can only generate further injury to the public that the SEc is obliged to protect."

investing public by making it appear that respondents have necessarily operate as a fraud on investors as it deceives the "The act of selling unregistered securities would

On the basis of the foregoing disquisitions, this Commission finds and so holds that the issuance of a CDO is warranted and is in order.

INC., PROCAP INSURE, PROCAP INSURTECH, LTD., its partners, and/or offering for sale securities in the form on investment contracts and/or other activities/transactions, until the requisite registration statements are duly filed with and approved by this Commission, and the operators, directors, officers, salesmen agents, representatives, promoters, and all persons, conduit entities and subsidiaries claiming CEASE AND DESIST UNDER PAIN OF CONTEMPT from further engaging in, promoting and facilitating the selling of the Securities Regulation Code corresponding license and/or permit to offer/sell securities are issued. and acting for and, on its behalf, are hereby directed to IMMEDIATELY WHEREFORE, premises considered, PROCAP INTERNATIONAL

information providers, salesmen, agents, brokers, dealers, or the like for INSURTECH, LTD, its officers, operators, administrators, promoters, representatives, salesmen, agents, investment team planners, mentors, criminal action against any persons or entities found to act as solicitors, enablers, influencers, assigns, conduit entities, subsidiaries, and any and directed to immediately CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. The Commission will institute the appropriate administrative and and in their behalf. all persons claiming and/or acting for and in their behalf are likewise PROCAP INTERNATIONAL INC., PROCAP INSURE, PROCAP

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Finally, the Commission herebyPROHIBITS PROCAP INTERNATIONAL INC., PROCAP INSURE, PROCAP INSURTECH, LTD

any business involving the funds covered by this CDO in its depository banks, and from transferring, disposing, or conveying in any manner, all representatives, promoters, and all persons, conduit entities and its partners, operators, directors, officers, salesmen agents, subsidiaries claiming and acting for and on its behalf from transacting assets, properties, real or personal, including but not limited to bank deposits, of which the named persons herein may have any interest, claim or participation whatsoever, directly or indirectly, under its/their custody, to forestall grave damage and prejudice to all concerned and to ensure the preservation of the assets for the benefit of the investors.

The EIPD of the Commission is hereby DIRECTED to:

1) Serve this Cease and Desist Order to PROCAP INTERNATIONAL owners; or if impracticable;21 INC.,PROCAP INSURE,PROCAP INSURTECH,LTD and their

2) Cause the posting of this Cease and Desist Order in the Commission's website.

report, by way of pleading, to the Commission En Banc within ten (10) days from receipt of this Cease and Desist Order. The EIPD is FURTHER DIRECTED to submit a formal compliance

and Monitoring Department, Market and Securities Regulation Information and Communications Technology for their information and and Industry, the National Privacy Commission, and the Department of appropriate action. Department, Corporate Governance and Finance Department and the Information and Communications Technology Department of this Commission, the Bangko Sentral ng Pilipinas, the Department of Trade Let a copy of this Order be furnished to the Company Registration

Section 4-3 of the 2016 Rules of Procedure of the Commission, the parties subject of this CDO may file a verified Motion to Lift the CDO within five the Commission En Banc through the Office of the General Counsel. (5) days from receipt thereof. The Motion to Lift the CDO must be filed to In accordance with the provisions of Section 64.3 of the SRC and

21 Due to Declaration of State of Public Health Emergency throughout the Philippines as declared by President Rodrigo Duterte under Presidential Proclamation No. 922. S. 2020 dated 8 March 2020.

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FAIL NOT UNDER PENALTY OF LAW

SO ORDERED.

Makati City, Philippines.

EMILIO B. AQUINO Chairperson

JAVEY/PAUL D. FRANCISCO KELVIN LESTER K. LEE**

Commissioner Commissioner

KARLO S. BELLO* MCJILL BRYANT T. FERNANDEZ

Commissioner Commissioner

**On Leave *On Official Business