PEOPLES CREDIT & FINANCE (PCFC) CORP.

Securities and Commission Exchange PINE BACONG PILIPINAS FINANCING AND LENDING COMPANIES DEPARTMENT In the matter of: FinLend Order No.2025-17 PEOPLE'S CREDIT AND FINANCE CORPORATION (SEC Reg. No. AS095-009074, C.A. No. 170) FOR: REVOCATION OF CERTIFICATE AUTHORITY TO OPERATE AS A FINANCING COMPANY FOR VIOLATONS OF THE REVISED OF CORPORATION CODE OF THE PHILIPPINES (R.A CIRCULARS AND ISSUANCES 11232), FINANCING COMPANY ACT (R.A. 8556) AND ITS IRR; AND OTHER SEC MEMORANDUM TO: bfhosaka@gcg.gov.ph Atty. Brian Keith F. Hosaka Commissioner gberberabemartinez@gcg.gov.ph Atty. Geraldine Marie B. Berberabe-Martinez Commissioner Executive Director, Office of the Commission Proper jsbarcena@gcg.gov.ph Johann Carlos S. Barcena Atty. Mario Lorenzo V. Corpus mlvcorpus@gcg.gov.ph Head Executive Assistant,Office of the Commission Proper Office of the President of the Philippines damo@gcg.gov.ph Disposition and Assets Management Office Governance Commission for Controlled Corporations Government Owned or Greetings: to you in advance referring to the above-entitled case; the original of which is now on file with the Commission. Please take notice that on 14 May 2025, an ORDER, copy hereto attached, was filed and emailed Please acknowledge receipt hereof. 14 May 2025, Makati City 1MMM ATTY.KENNRTHJOY A.QUIMIO Officer-In-Charge-Director VMM Scan the QR to verify the document Securities and Exchange Commission THES AGONG PILIPINAS FINANCING AND LENDING COMPANIES DEPARTMENT In the matter of: FinLend Order No. 2025 - 17 PEOPLE'S CREDIT AND FINANCE CORPORATION FOR: REVOCATION OF CERTIFICATE OF SEC Reg.No.AS095-009074,C.A.No.170 AUTHORITY TO OPERATE ASA FINANCING COMPANY FOR VIOLATIONS OF THE REVISED CORPORATION CODE OF THE COMPANY ACT (R.A. 8556) AND ITS IRR; PHILIPPINES(R.A.11232)FINANCING AND OTHER SEC MEMORANDUM CIRCULARS AND ISSUANCES ORDER to a Memorandum Recommendation from the Office of the Executive Secretary. "Delinquent"; and on the recommendation of the Office of the President to abolish the Respondent pursuant ("Respondent") for continuously failing to commence operations or business after the declared status of This resolves the issue on the corporate status of People's Credit and Finance Corporation 170, to operate as a Financing Company. ("SEC" or "Commission") under Primary Registration No. AS095-009074, and Certificate of Authority No. The Respondent is a Stock Corporation,registered with the Securities and Exchange Commission existence through a memorandum from the Executive Secretary, thus: until 2017. However, on 03 September 2015 the Office of the President abolished the Respondent's Based on records, the Respondent commen. ces its operation in 1998 and continuously operating to abolish the People's Credit and Finance Corp. has been APPROVED subject to the existing laws, rules and regulations. Upon the representations of the Governance Commission for the GOCCs (GCG) the recommendation of liabilities of PCFC. One of the recommendations is to winding down of operations, disposition of assets and settlement Commission to put its status as "Delinquent". operations did not materialize. The non-continuance of the Respondent's operation, constrained the Notwithstanding, the Corporation failed to perform such directives and the winding down of show cause letter to the Company with the following noted violations: On 05 December 2024, the Financing and Lending Companies Department (FinLenD) isst Scan the QR to verify the document Exchange Securities and Commission Page 2 of 6 In the Matter of: Peoples Credit Finance Corp. REQUIREMENTS Legal Basis DEADLINES YEARSCOVERED DEFICIENCIES NOTED FILED LATE FILED NOT Annual Fees (AF(Not Paid/Paid Late) Section 8 of Financing Company Act and its IRR anniversary date of CA 45 days before the 2010- 2024 SEC Circular No.9,series 2010 Memorandum General Information Sheet Sec. 13 of the IRR of the within 30 days after the (GIS) Financing Company Act of 1998 factual date of the annual meeting 2010 2012 2017- 2023 Revised Corporation Code of the Philippines Audited Financial Statements(AFS See SEC Memorandum Circulars Memorandum Circulars Please see related SEC 2010 2017- 2023 Special Form of Financial Statements (FCFS) Section Financing and its IRR Company Act 13 d of within 30 days after the due date of the AFS 2010- 2012 2017- 2023 2014 Financing Company Statements (LCIF) Interim Financial Section Act and its IRR Financing 13 Company (a of within 45 days after the end of the semester First Semester 2017- 2024 Second Semester 2017 2024 Anti-Money Laundering Compliance Form (AML-CF) SEC Memorandum Circular No. 19, Series 2014 every 3 years thereafter 1st working day of June after the submission of the R-AMLOM and 2015 2021 2024 2018 Manual on Corporate Governance 2009 Circular No.5,series of SEC Memorandum SEC Memorandum Circular No. 6, series of within 30 days from the existing companies or March 31,2011 for date the Company became covered 2011 2010 Scan the QR to verify the document Commission Exchange Securities and I1PPIE Page 3 of 6 In the Matter of: Peoples Credit Finance Corp. Legal Basis NOTED REQUIREMENTS DEADLINES YEARSCOVERED DEFICIENCIES Compliance Officer's Certificate (COC) Circular No. 6, series of 2009 SEC Memorandum On or before 30 January 20152016 2011 2017 2023 2010 2012 Stock and Transfer Book Revised Corporation 30 days after X (STB) Code of the Philippines registration SEC MC 28 of 2020 SEC Memorandum Circular No. 28, series Corporation within 60 effectivity of the rule calendar days from For existing X Sworn Certification (SEC MC 18) 2019 SEC Circular No. 4 series of Memorandum 08 October 2019 V Impact Evaluation Report (IER) SEC Memorandum 2022 in relation to BSP of 2021 Circular No.1133 series Circular No. 3 series of 06 February 2023 31 March 2024 X Business Plan SEC Memorandum 05 May 2022 X 2022 in relation to BSP Circular No. 1133 series of 2021 Circular No. 3 Series of List of Third-Party Service Providers (TPSP) Order dated 08 June 2023 13 June 2023 Complaints Handling Order dated 07 February 22-February 2024 X Details and Mechanism 2024 FinLenD was not able to received any response from the Company ISSUE: revoked for the violations of the Revised Corporation Code, FCA and Commission's Memorandum Ciruars Whether the Respondent's Certificate of Authority (CA) to operate as a Financing Company should be FINLEND'S RULING: We rule in the affirmative. Scan the QR to verify the document Exchange Commission Securities and Page 4 of 6 In the Matter of Peoples Credit Finance Corp. I DUE PROCESS PROCEEDINGS Philippine Institute of Architects-Davao Section Inc. vs. Philippine Institute of Architects2, the Supreme Court explained the nature and extent of the regulatory power of this Commission, to wit: In the case of Provident International Resources Corp. v. Venusi as mentioned in the case of fines or other penalties for violations of the Revised Securities Act, as well as concerns. This authority more vividly springs from the fact that a corporation for, or may suspend or revoke (after due notice and hearing), compel legal and regulatory compliances; conduct inspections; and impose implementing rules and directives of the SEC, such as may be warranted." encompasses a wide margin of areas, touching nearly all of a corporation's Under its regulatory responsibilities, the SEC may pass upon applications certificates of registration of corporations, partnerships and associations (excluding cooperatives, homeowners' association, and labor unions); (emphasis and italics supplied) "It can be said that the SEC's regulatory authority over private corporations owes its existence to the concession of its corporate franchise from the state. pending before the courts. The right to due process in administrative cases is a simple opportunity to be process in cases pending before administrative agencies must be distinguished from due process in cases heard, whereas judicial due process adheres to the strict observance of the technical Rules of Court. As mentioned in an Order of Revocation against Familyhan Credit Corporation3, procedural due distinction between administrative due process and judicial due process and stated that one cannot be interchanged with the other, quoted as follows: In the same order, the case of Vivo v. PAGCOR4 was cited wherein the Supreme Court made the always necessary, and technical rules of procedure are not strictly applied." strict judicial sense, for in the former a formal or trial type hearing is not "Administrative due process cannot be fully equated with due process in its (italics supplied) the Company informing the same of its infractions and giving it multiple opportunities to be heard. As ruled by the Supreme Court in the case of Cabrera vs Ngs, "there was substantial compliance with the requirements of due process where the adverse party actually had the opportunity to be heard." By the mere fact that the Respondent failed to answer the SCL and obey the directives therein, the FinLenD will perform its functions to revoke the Respondent's Certificate of Authority after taking into consideration the violations it had committed. It can be noted that the Department satisfied the requirements of due process when it sent SCL to for a finding of guilt is substantial evidence. More than a mere scintilla of evidence, substantial evidence means such relevant evidence as a reasonable mind might accept as adequate to support a conclusion, even if other minds equally reasonable might conceivably opine otherwise. The requirement is satisfied wher As discussed in the series of cases, in administrative proceedings, the quantum of proof necessary 2 SEC En Banc Case No. 09-17-430, 25 November 2021. 3 CGFD Order No. 29, series of 2021. 1.G.R. No. 167041, 17 June 2008. 4GR No.187854,12 November 2013 5 G.R. No.201601,12 March 2014 6 Macaventa v. Nuyda, A.C. No. 11087, October 12, 2020 Scan the QR to verify the document Exchange Commission Securities and LNE Page 5 of 6 In the Matter of: Peoples Credit Finance Corp. there is reasonable ground to believe that the respondent is guilty of the act or omission complained of, even if the evidence might not be overwhelming?. I THE PENALTY OF REVOCATION IS WARRANTED of erring financing companies for its continuous non-compliance with the directive of the Commission, thus. The Implementing Rules and Regulations of the Financing Company Act warrants the Revocation SECTION 14. Administrative Sanctions to operate as a Financing Company, of any Commission order, decision or ruling, or the financing company refuses to have its books of accounts audited, or continuously fails to comply with the SEC requirements, the Commission shall, in its discretion, impose any or all of the following sanctions: If the Commission finds that there is a violation of RA 8556, of these Rules and Regulations,of the terms and conditions ofthe Certificate of Authority a b C A basic fine of not less than Ten Thousand Pesos (P10,000) and for each Other sanctions within the power of the Commission. Suspension or revocation of the Certificate of Authority to operate as a Financing Company after proper notice and hearing; day of continuing violation, but in no case shall the total fine be more than One Hundred Thousand Pesos (P100,000); (emphasis ours) as required by the law and other SEC issuances, some even in the year 2010. As per records, the Company failed to comply and/or submit fifteen (15) reportorial requirements The penalty of Revocation is also warranted under the Revised Corporation Code as it provides: following the end of the five (5)-year period. certificate of incorporation shall be deemed revoked as of the day Section 21.Effects of Non-Use of Corporate Charter and Continous its business within five (5) year from the date of its incorporation, its Inoperation. -If a corporation does not formally organize and commence under delinquent status. However, if a corporation has commence its business but subsequently becomes inoperative for a period of at least five (5) consecutive years, the Commission may, after due notice and hearing, place the corporation operations and comply with all requirements that the Commission shall prescribed. Upon the compliance by the corporation, the Commission shall issue an order lifting the delinquent status. Failure to comply with A delinquent corporation shall have a period of two (2) years to resume 7 Diaz v. Ombudsman, G.R. No. 203217. July 02, 2018 Scan the QR to verify the document Exchange Securities and Commission Page 6 of 6 In the Matter of. Peoples Credit Finance Corp. the requirements and resume operations within the period given by the Commission shall cause the revocation of the corporation's certificate of incorporation. the certificate of incorporation of companies under their special regulatory jurisdiction. The Commission shall give reasonable notice to, and coordinate with the appropriate regulatory agency prior to the suspension or revocation of winding down of operations, disposition of assets and settlement of liabilities of PCFC. made. More so, as per the recommendation of the Executive Secretary, the Company failed to process its submit the required reportorial requirements.After the declaration,no effort from the Company has been The Company has been declared delinquent by the Commission for its failure to comply and/or Certificate of Authority No. to Operate as a Financing Company (C.A. No. 170) of Peoples Credit Finance Corp. is hereby REVOKED. WHEREFORE, in view of the foregoing, the Primary Registration No. No. AS095-009074, and Technology Department (ICTD), Company Registration and Monitoring Department (CRMD) and all other Department concerned for their information and appropriate action. Let a copy of this Order be furnished the Corporation and the Information and Communication SO ORDERED. May 2025, Makati City. aNNA AMA ATTY.KENNETHJOM oId-0 ector Y A.QUIMIO Scan the QR to verify the document