Revocation Order against St. Gerrard Construction General Contractor and Development Corporation

Exchange Commission Securities and

BAGONG PILIPINA:

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT

IN THE MATTER OF: CONTRACTOR AND DEVELOPMENT CORP: SEC Company Reg. No. CS201522644 ST. GERRARD CONSTRUCTION GENERAL REVISION OF THE GENERAL INFORMATION FOR: VIOLATION OF SEC MEMORANDUM OTHERWISEKNOWN MEMORANDUM CIRCULAR NO. 10, SERIES SEC EIPD CASE N0. 2025-8063 CIRCULAR NO. 15, SERIES OF SHEET(GIS), AS AMENDED OF 2022 ASTHE BYSEC 2019 2019

RESOLUTION

TO: THE PRESIDENT THE MEMBERS OF THE BOARD OF DIRECTORS

E-mail: stgerrardconstructionsgc@gmail.com ST. GERRARD CONSTRUCTION GENERAL CONTRACTOR AND DEVELOPMENT CORP. 0792 F. Manalo St. corner, J. Pueblo Brgy. Bambang, Pasig City st gerrard_const@yahoo.com cfs iii@yahoo.com

Attention:

Memorandum Circular No. 10, Series of 2022, which was received on 04 September 2025. This refers to the Notice and Order dated 03 September 2025 issued to ST. GERRARD CONSTRUCTION GENERAL CONTRACTOR GERRARD") for False Declaration of Beneficial Ownership Information under Section 11, I-A of SEC ANDDEVELOPMENTCORP. (hereafter, ST.

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ANTECEDENT FACTS AND STATEMENT OF THE CASE

Memorandum Circular No. 15, Series of 2019, as amended by SEC Memorandum Circular No. 10, Series compliance with the beneficial ownership disclosure and transparency requirements under SEc Department of the Beneficial Ownership Declaration Pages submitted by corporations, to determine of 2022. This instant case stemmed from the conduct of a beneficial ownership verification by this

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

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 the Beneficial Ownership Declaration Pages from 2022 to However, records of the Securities and Exchange Commission (SEC) show that ST. GERRARD 2024. submitted false beneficial ownership information, in violation of SEC Memorandum Circular No. 15,

Consequently, this Department issued a Notice and Order dated 03 September 2025, which was received on 04 September 2025, addressed to ST. GERRARD, its President, and the members of its Board of Directors, assessing a penalty of TW0 MILLI0N PESOS (Php2,000,000.00) for false declaration of beneficial ownership information. ST. GERRARD was given fifteen (15) calendar days, or until 19 September 2025, to submit its reply.

On 21 October 2025, this Department received a Formal Entry of Appearance with Motion for Samaniego & Associates Law Office and requesting an extension until 21 November 2025 within of the SEC, Rule 3, Section 3-3 expressly provides: Extension of Time, informing the Commission that the Corporation would be represented by which to file its reply and comply with the Notice and Order. However, the 2016 Rules of Procedure

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

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

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requested extension until 21 November 2025, ST. GERRARD nonetheless failed to submit any Since a Motion for Extension of Time is a prohibited pleading in this proceeding, the same must be expunged from the records, and this Department shall proceed to resolve the matter. Moreover, even assuming arguendo that this Department were to recognize and give due course to the compliance or responsive pleading with the period so extended.

ISSUE OF THE CASE

Whether or not ST. GERRARD violated Section 11, I-A of SEC Memorandum Circular No. 10, Series of 2022.

RULING OF THE CASE

of 2019, as amended by SEC Memorandum Circular No. 10, Series of 2022, which expressly provides: Clearly, ST. GERRARD failed to comply within the prescribed fifteen (15) calendar days to submit its explanation or justification for the above-cited violation of SEC Memorandum Circular No. 15, Series

"Sec11. Penalties.

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

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

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

admission of the factual circumstances established on record. This failure to rebut clear, objective explanation, clarification, or documentary refutation within the period expressly granted under Section 11, 1-A of SEC Memorandum Circular No. 10, Series of 2022. The matter at issue is neither complex nor technical---the Corporation could have easily reconciled the inconsistency between its sworn representations before the Senate Blue Ribbon Committee and the beneficial ownership information it submitted to the SEC by providing a simple written explanation or supporting records. Yet, despite receipt of the Notice and Order, the Corporation opted not to address the substance of the allegation, and instead filed a prohibited pleading which does not justify or negate its false declaration. Its silence on a matter it is uniquely positioned to clarify amounts to an implied Despite having every opportunity to controvert the allegation, the Corporation did not submit any

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beneficial ownership information, warranting the imposition of the penalty under the Circular. documentary and testimonial evidence establishes prima facie that the Corporation submitted false

WHEREFORE, premises considered, and in view of the Corporation's failure to submit any explanation, clarification, or refutation within the period expressly granted under Section 11, I-A of SEC Memorandum Circular No. 10, Series of 2022, thereby implying admission of the facts established MILLION PES0S (PHP2,000,000.00) as penalty for submitting false beneficial ownership on record and waiver of its right to be heard, ST. GERRARD CONSTRUCTION GENERAL CONTRACTOR ANDDEVELOPMENT CORP. is hereby ORDERED TO_PAY the amount of TWO information.

In addition, should the Corporation and its responsible directors fail to comply with this Resolution within fifteen (15) calendar days from receipt hereof, they shall incur an administrative fine of ONE TH0USAND PES0S (Php 1,000.00) per day of continuing violation pursuant to Section 158 of the Revised Corporation Code.

the Circular, they are each hereby DISoUALIFIED from being a director, trustee, or officer of any By reason of the Corporation's silence despite clear notice, and the absence of any corrective action tolerated the false declaration. Accordingly, pursuant to the non-financial sanctions authorized under corporation for a period of five (5) years, without prejudice to the imposition of individual or justification from its leadership, the directors are deemed to have permitted, allowed, or otherwise administrative fines under existing SEC penalty schedules.

Consistent with Section 11, I-A of the Circular, the Corporation's Certificate of Incorporation under SEC Registration No. CS201522644 is likewise REV0KED, subject to compliance with the corresponding internal processes and entries to be undertaken by the appropriate operating departments of the Commission.

may be taken under the Revised Corporation Code or other applicable laws, rules, and regulations. This Resolution is WITHOUT PREJUDICE to any other administrative, civil, or criminal actions that

SO ORDERED.

Makati City, Philippines. 26 Novembers 2025.

ATTY. FILBERT CATALINO Direttor LORES III, MNSA, CESO IV f

CC Director, Company Registration and Monitoring Department ATTY. GERARDO F. DEL ROSARIO

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