NEGO FOOD SOLUTION CORP.

Republic of the Philippines Department of Finance Securities and Exchange Commission ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT IN THE MATTER OF: NEGO FOOD SOLUTION CORP. SEC EIPD CDO CASE No.: 2026-0009 x------------------------------------------------------------x CEASE AND DESIST ORDER Pursuant to the mandate of the Enforcement and Investor Protection Department (“EIPD,” for brevity) to protect the investing public, and in accordance with Rule XI of the 2026 Rules of Procedure of the Securities and Exchange Commission on the issuance of Cease and Desist Order in relation to Section 53.3 and Section 64 of the Securities Regulation Code (SRC), upon a finding of prima facie evidence of ongoing violations of the SRC and other rules and regulations being enforced by the Commission, the EIPD hereby issues this Cease and Desist Order against NEGO FOOD SOLUTION CORP., NOEL B. ANDRES, a certain Marko/Mark Marquez and Celyn/Jocelyn Manzanero, their officers, representatives, salesmen, agents, operators, enablers, influences and any and all persons, conduit entities and subsidiaries claiming and/or acting for and in their behalf (collectively referred to as the “Agents”), directing them to immediately cease and desist from offering and/or selling unregistered securities to the public without a requisite license(s)/ authority from the Commission. THE RELEVANT FACTS This Commission has received reports and information on the investment solicitation activities of NEGO FOOD SOLUTION CORP. (“NEGO FOOD” for brevity), through NOEL B. ANDRES, a certain Marko/Mark Marquez and Celyn/Jocelyn Manzanero. Based on the Co-Ownership Agreement executed between NEGO FOOD SOLUTION CORP. and its investors attached to the verified Affidavit-Complaint of investors filed with the Commission, NEGO FOOD entered into various “Co-ownership Agreement” to its investors where it states, among others, THAT: xxx (a) NEGO FOOD SOLUTION CORP., as the result of the expenditure of time, skill, effort and money, has developed and owns a unique and distinctive system related to the establishment and operation of food outlets called “TAKOYADO” (hereafter, “COMPANY”).xxx xxx (e) CO-OWNER desires to be a part owner of one (1) TAKOYADON store to be identified in this Agreement (hereafter, the “Business”), of which NEGO FOOD SOLUTION CORP. shall have full and complete management and control over the operations thereof. (f) CO-OWNER warrants that it has the financial capacity needed to setup the said “TAKOYADON” store. xxx

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x xxxSECTION 1. CONTRACTUAL INTENT OF THE PARTIESxxx xxx1.3 CO-OWNER hereby declares and affirms that he/she has entered into this Agreement with the intention of co-owning a “TAKOYADON” store, as identified in Section 3 below (the “Business”), with the full and complete understanding and acknowledgment that the Business, as with any other business and/or enterprise, involves risks and that the volume, profit, income and success, if any, are dependent on market forces. 1.4 CO-OWNER hereby acknowledges and agrees that NEGO FOOD SOLUTION CORP. shall have full management and control over the operations of the Business and that, subject to the covenants, terms and conditions of this Agreement, CO-OWNER’s business interest therein is limited to his/her shares as provided in Section 5 below.xxx xxxSECTION 3. BUSINESS ENTITY AND LOCATION The Business shall be created and established as a separate and distinct entity to be duly registered with the Securities and Exchange Commission (SEC) under the name of SMNV PROJECT FOOD CORP. to put the store to be located at No. 220E SM CITY NOVALICHES QUIRINO HIGHWAY, BRGY. SAN BARTOLOME, QUEZON CITY. xxxSECTION 4. CAPITAL SHAREHOLDING 4.1 The capital of the Business shall be maintained in the account of NEGO FOOD SOLUTION CORP. only. CO-OWNER hereby acknowledges and agrees that his/her investment in the Business as specified in Section 3 above will be in the form of purchased shares on a percentage basis as provided in Section 5 below. 4.2 NEGO FOOD SOLUTION CORP. shall serve as an industrial partner of the Business who shall contribute to the capital contribution by reason of its expertise, competence, skill and resources. NEGO FOOD SOLUTION CORP. shall have a contribution with a non-cash share equivalent to 20 shares of the total of 20 shares of SMNV PROJECT FOOD CORP. 4.3 Administration and Management Operations Fees. CO-OWNER hereby acknowledges and agrees to pay NEGO FOOD SOLUTION CORP. the following: a. Adminstration Fee – CO-OWNER shall pay a one-time non-refundable fee or the fixed amount of Pesos: Ninety-Nine Thousand (Php99,000.00) and acknowledged by a receipt.

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x b. Management Operations Fee – Three percent (3%) of the Gross Sales per month basis which shall form part of SMNV PROJECT FOOD CORP.’s operational expense. c. System wide and Marketing Fee – shall likewise be applied at the rate of four percent (4%) of the Gross Sales per month which shall form part of the operational expense. xxxSECTION 5. CO-OWNERSHIP 5.1 Declaration and Undertaking of CO-OWNER. CO-OWNER hereby acknowledges and agrees that there are other Co-owners in the Business as specified in Section 3 and that the same shall be solely operated and managed by SMNV PROJECT FOOD CORP. in which CO- OWNER is not part of the Management team thereof. 5.2 Co-Ownership Business Interest. The Parties hereby acknowledge and understand that CO-OWNER’s participation in by SMNV PROJECT FOOD CORP. shall be in the form of contributions representing a 10% interest in the Business which shall be represented as shares specified in Section 5.3 below. CO-OWNER’s share shall earn proceeds in the Business based on the proportionate sharing and in accordance with Section 7 below. 5.3 Share Breakdown. CO-OWNER’s shares in SMNV PROJECT FOOD CORP. amounts to Pesos: Seven Hundred Fifty Thousand Pesos (Php750,000.00) which is equivalent to 10% shares in SMNV PROJECT FOOD CORP. 5.4 Proof of Co-Ownership a. CO-OWNER receives a copy of this Agreement within one (1) week after notarization. b. CO-OWNER appears in the General Information Sheet (GIS) as stockholder as filed with the Securities and Exchange Commission (SEC). c. Upon start of the Business as identified in Section 3 above, CO-OWNER receives shares thereof in accordance with the terms as provided in Section 7 below.xxx xxxSECTION 6. BANK ACCOUNT OF THE BUSINESS NEGO FOOD SOLUTION CORP. will open a new account where all the sales collected from the Takoyadon branch as specified in Section 3 above will be deposited. All withdrawals are done by NEGO FOOD SOLUTION CORP. only.

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x SECTION 7. PROFIT AND LOSS 7.1 The net profits of the corporation, after payment of the applicable government taxes and fees, shall be divided proportionately based on the co-ownership slots, and which will be termed or called as “profit sharing”, and likewise, the net losses of NEGO FOOD SOLUTION CORP shall likewise be proportionately divided among the co-owners; 7.2 A separate income account shall be maintained for each Co-Owner. 7.3 The Co-Owners’ profits and losses shall be charged or credited in the separate income account of each Co- Owner. 7.4 Upon commencement of the operations, at the fifteenth (15th) day after each quarter, each Co- owner will receive his/her share of profit if there is any, and will be directly deposited to his/her account by the corporation. If the company has credit balance in his/her income account, losses shall be carry over to the succeeding month. 7.5 To monitor his/her income, each Co-Owner will receive a monthly statement reflecting sales and expenses of the station 15 days after end of each month.xxx xxxSECTION 9. NEGO FOOD SOLUTION CORP OBLIGATIONS 9.1 NEGO FOOD SOLUTION CORPPORATION (NFS) shall devote management to conduct the Business including the latter’s sales, marketing and business operations. 9.2 The Takoyadon as provided in Section 3 above shall maintain all books at the office of NEGO FOOD SOLUTION CORP. and each CO-Owner shall have access to it upon prior written notice and only during reasonable business hours.xxx 9.3 NEGO FOOD SOLUTION CORPORATION (NFS) shall provide full access to the co-owners in CCTV mobile application and POS web based sales monitoring.xxx (bold Moreover, complainants provided the EIPD screenshots of the postings on Facebook on the offering of the purportedly co-ownership program by NEGO FOOD SOLUTION CORP.

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x Records of the Commission shows that while NEGO FOOD SOLUTION CORP. is registered as a corporation with the SEC under Company Reg. No. 2021090025729-23 on 17 September 2021, however, it is important to highlight, as it was indicated in the issued Certificate of Incorporation that: xxx”does not authorize it to issue, sell or offer for sale to the public, securities such as but not limited to, shares of stock, investment contracts, debt instruments and virtual currencies without prior Registration Statement approved by the Securities and Exchange Commission; nor to undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as: broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity/financial futures exchange/broker/merchant, financing/lending company, and time shares/club shares/membership certificate issuers or selling agents thereof; nor to operate a fiat money to virtual currency exchange. Neither does this Certificate constitute a permit to undertake activities for which other government agencies require a license or permit. This Certificate DOES NOT AUTHORIZE INVESTMENT SOLICITATION AND INVESTMENT- TAKING WITHOUT A SECONDARY LLICENSE FROM THIS COMMISSION.”xxx Furthermore, the primary purpose of NEGO FOOD SOLUTION CORP. explicitly mentioned that: xxx“Provided that the corporation shall not solicit, accept or take investments/placements from the public neither shall it issue investment contracts.” Corollary, the Commission’s operating departments issued certifications pertaining to NEGO FOOD SOLUTION CORP., stating among others that: Company Registration and Monitoring xxx”records of this Commission show that it Department (CRMD) has not been issued a secondary license as a Lending Company, Broker and/or Dealer of

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x Securities, Dealer in Government Securities, Investment Adviser of an Investment Company, Investment House and Transfer Agent. Further, it has not filed nor has any pending application for a secondary license with this Department.”xxx; xxx”Moreover, records of this Commission also show that the following individuals have not been issued a Certificate of Registration as registered Associated Person, Compliance Officer, Salesman and/or Certified Investment Solicitor of a Broker Dealer in Securities Investment, Investment House, Underwriter of Securities, Investment Company Adviser, and/or Mutual Fund Distributor: NOEL B ANDRES LOREN MARIE B ANDRES MARY GRACE A MALANYAON NICOLE KRISTINE M POSTRADO HAZEL M POSTRADO HONEYGRACE B BARRIENTOSxxx xxxMARK RAMONCITO ANDRES MARQUEZ JOCELYN MORATO MANZANEROxxx” Markets and Securities Regulation xxx”have not been issued any license to act Department (MSRD) as Broker and/or Dealer of Securities, Dealer in Government Securities, Investment Adviser of an Investment Company, Investment House, Transfer Agent and Fund Manager. Also, said entities have not registered any securities pursuant to Sections 8 and 12 of the Securities Regulation Code, including Real Estate Investment Trusts. Furthermore, no application for said Certificates of Registration or Licenses has been filed or is currently pending with this Department. Accordingly, said entities are not, under any circumstance, authorized or licensed to engage in activities and/or solicit investments necessarily connected with or incidental to the pursuit of and carrying on the above-mentioned type of business which are required to secure secondary licenses from this Commission.xxx”

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x Corporate Governance and Finance xxx”are not registered issuers of mutual Department (CGFD) funds, and proprietary/non-proprietary shares or membership certificates and timeshares pursuant to Sections 8 and 12 of the Securities Regulation Code and therefore not licensed to offer or sell such securities to the public.”xxx FINDINGS OF THE DEPARTMENT Section 3.1 of the SRC defines “securities” as follows: “3.1. “Securities” are shares, participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate, contract, instrument, whether written or electronic in character. It includes: xxx (b) Investment contracts, certificates of interest or participation in a profit-sharing agreement, certificates of deposit for a future subscription; xxx” An investment contract is defined under Rule 26.3.5 of the 2015 Implementing Rules and Regulations of the SRC (the “SRC-IRR") as follows: “An investment contract means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others. It is presumed to exist whenever a person seeks to use the money or property of others on the promise of profits. A common enterprise is deemed created when two (2) or more investors “pool” their resources, creating a common enterprise, even if the promoter receives nothing more than a broker’s commission.” (Emphasis supplied) In the case of SEC v. Howey Co., the US Supreme Court defined an 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 employment.1 Investment contracts have been used and adopted in 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 themselves.2 It is in the context of the foregoing that the 1 328 U.S. 293 (1946). 2 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 with “primarily”, acknowledging that an investment contract may still be present where the individual who placed the money exerted a small amount of effort in an attempt to earn the profits.

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x U.S. Supreme Court came up with, and adopted the Howey Test3 in determining if an investment scheme, regardless of the legal terminology used, partakes of the nature of an investment contract. Our Supreme Court thereafter adopted and consistently applied the Howey Test in determining if a transaction or a scheme is a security in the form of an investment contract, which requires prior registration from the Commission. The case of Virata v. Ng Wee4 emphasized this, to wit: “In this jurisdiction, the Court employs the Howey test, named after the landmark case of Securities and Exchange Commission v. W.J. 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. Under the Howey test, the following must concur for an investment contract to exist: (1) a contract, transaction, or scheme; (2) an investment of money; (3) investment is made in a common enterprise; (4) expectation of profits; and (5) profits arising primarily from the efforts of others. Indubitably, all of the elements are present in the extant case.” (Emphasis supplied) Moreover, in the case of Power Homes Unlimited Corp. v. Securities and Exchange Commission5 the Supreme Court ruled that in applying the Howey Test, the nature and the entirety of the transaction should be considered, consistent with the broad concept of “securities” in our jurisdiction, thus: “It behooves us to trace the history of the concept of an investment contract under R.A. No. 8799. Our definition of an investment contract traces its roots from the 1946 United States (US) case of SEC v. W.J. Howey Co. In this case, the US Supreme Court was confronted with the issue of whether the Howey transaction constituted an "investment contract" under the Securities Act's definition of "security." The US Supreme Court, recognizing that the term "investment contract" was not defined by the Act or illumined by any legislative report, held that "Congress was using a term whose meaning had been crystallized" under the state's "blue sky" laws in existence prior to the adoption of the Securities Act. Thus, it ruled that the use of the catch-all term "investment contract" indicated a congressional intent to cover a wide range of investment transactions. It established a test to determine whether a transaction falls within the scope of an "investment contract." Known as the Howey Test, it requires a transaction, contract, or scheme whereby a person (1) makes an investment of money, 3 Ibid. 4 G.R. Nos. 220926, 221058, 221109, 221135 & 221218, July 5, 2017. 5 G.R. No. 164182, February 26, 2008.

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x (2) in a common enterprise, (3) with the expectation of profits, (4) to be derived solely from the efforts of others. Although the proponents must establish all four elements, the US Supreme Court stressed that the Howey Test "embodies a flexible rather than a static principle, one that is capable of adaptation to meet the countless and variable schemes devised by those who seek the use of the money of others on the promise of profits." Needless to state, any investment contract covered by the Howey Test must be registered under the Securities Act, regardless of whether its issuer was engaged in fraudulent practices.” (Emphasis ours) Applying the foregoing parameters established in jurisprudence, the EIPD finds that NEGO FOOD SOLUTION CORP. through NOEL B. ANDRES, a certain Marko/Mark Marquez and Celyn/Jocelyn Manzanero is engaged in investment offering, selling, and distributing to the public sans the requisite authority or licenses from the Commission. Scrutiny of the scheme of NEGO FOOD SOLUTION CORP. would reveal that all the elements of the Howey Test are present, to wit: First, there is an investment of money by the public by paying a total of Eight Hundred Forty Nine Thousand Pesos (Php849,000.00); Second, there is a common enterprise in the sense that the investors monies were pooled to NEGO FOOD SOLUTION CORP.; Third, there was clearly an expectation of profits on the part of its investors and were it not for the profit, investors would not part their money; Lastly, the profits are derived primarily from the efforts of others. Here the investors had no hand in the management of NEGO FOOD SOLUTION CORP. and earned profits by merely investing in said entity. Furthermore, the act of NEGO FOOD SOLUTION CORP. in carrying out its unauthorized investment-taking activities through social media, promoting its unauthorized investment schemes constitute as public offering as defined under Rule 3.1.17 of the 2015 SRC IRR, to wit: “3.1.17. Public offering is any offering of securities to the public or to anyone, whether solicited or unsolicited. Any solicitation or presentation of securities for sale through any of the following modes shall be presumed to be a public offering: xxx 3.1.17.2 Presentation in any public or commercial place; 3.1.17.3 Advertisement or announcement in radio, television, telephone, electronic communications,

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x information communication technology or any other forms of communication;” (Emphasis supplied) 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 Philippines, without a registration statement duly filed with and approved by the Commission. Prior such sale, information on the securities, in such form and with such substance as the Commission may prescribe, shall be made available to each prospective purchaser.” (Emphasis supplied) In the instant case, the Certifications issued by the MSRD, CGFD, and CRMD all confirm that NEGO FOOD SOLUTION CORP. has no license to sell, offer, or deal with securities; neither have they caused the registration of the securities that they are currently offering or selling. These circumstances warrant the immediate issuance of a Cease and Desist Order in order to protect the investing public. Relative to the issuance of a CDO, Section 64.1 of the SRC provides that the Commission may issue a CDO without the need for a prior hearing, when by its judgment, the act or practice will operate as a fraud upon investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public, thus: “Section 64. Cease and Desist Order. — 64.1. The Commission, after proper investigation or verification, motu proprio or upon verified 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 or practice, unless restrained, will operate as a fraud on investors or is otherwise likely to cause grave or irreparable injury or prejudice to the investing public.” (Emphasis supplied) Corollarily, pursuant to Section 50, in relation to Section 55, Rule XI of the 2026 Rules of Procedure of the Securities and Exchange Commission, the Commission, through its Operating Departments, may issue a Cease and Desist Order, motu proprio or upon a verified complaint, without the necessity of a prior hearing, whenever there is reasonable basis to believe that a person has engaged or is about to engage in any act or practice which, unless restrained, will operate as a fraud on investors or will likely cause grave or irreparable injury or prejudice to the investing public, to wit: “Section 50. How Commenced. An Operating Department, Extension Office or SHP, motu proprio or upon a complaint, may issue a CDO without the necessity of a prior hearing, upon a finding that the grounds for the issuance of the CDO provided under Sections 53.3 and 64 of the SRC, Section 156 of the RCC, or Section 6(d)(4) of the FCPA are present.

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x xxx Section 55. Grounds for a CDO under the SRC. Whenever the Operating Department, Extension Office or SHP, motu proprio or upon a verified complaint, has reasonable basis to believe that a person has engaged or is about to engage in any act or practice which, unless restrained, will operate as a fraud on investors, or will likely cause grave or irreparable injury or prejudice to the investing public, it may issue a CDO without the necessity of a prior hearing. A CDO issued under this Section shall contain a directive to the person/s against whom it is issued to submit a verified Motion to Lift the CDO within five (5) days.” The Supreme Court, in Primanila Plans, Inc. v. Securities and Exchange Commission6, emphasized that it is the duty of the Commission to promptly issue a cease and desist order whenever necessary to immediately stop acts that may cause fraud, grave injury, or irreparable prejudice to investors and the investing public, to wit: “The law is clear on the point that a cease and desist order may be issued by the SEC motu proprio, it being unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing is also not required whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave 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.” (Emphasis supplied) The unauthorized investment scheme of NEGO FOOD SOLUTION CORP. likewise constitutes investment fraud as defined under the Republic Act. No. 11765 of the Financial Products and Services Consumer Protection Act (FCPA), which provide that any form of deceptive solicitation of investments from the public, which includes Ponzi schemes and such other schemes involving the promise or offer of profits or returns sourced from the investments or contributions made by the investors themselves, and the offering or selling of investment schemes to the public without a license. Considering that investment fraud is punishable under the FCPA, any act constituting the same should immediately be cease and desist by the Commission for the protection of the investing public. The act of NEGO FOOD SOLUTION CORP. through NOEL B. ANDRES, a certain Marko/Mark Marquez, Celyn/Jocelyn Manzanero, and/or any of its officers, directors, representatives, salesmen, agents, brokers, dealers, promoters, recruiters, uplines, influencers, endorsers, abettors, and enablers in selling/offering unregistered securities operates as a fraud to the public which, if unrestrained, will likely cause grave injury or prejudice to the investing public.7 Further, unless restrained, the act of NEGO FOOD SOLUTION CORP. through NOEL B. ANDRES, a certain Marko/Mark Marquez, Celyn/Jocelyn Manzanero, and/or any of its 6 G.R. No. 193791, August 6, 2014 7 Section 64 of the Securities Regulation Code.

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x officers, directors, representatives, salesmen, agents, brokers, dealers, promoters, recruiters, uplines, influencers, endorsers, abettors, and enablers in selling/offering unregistered securities constitutes a continuing violation of the provisions of the SRC and the FCPA. In SEC vs. CJH Development Corporation (G.R. No. 210316, 28 November 2016), the Supreme Court ruled that the act of selling unregistered securities without the requisite license necessarily operates as a fraud on investors, thus: “The law is clear on the point that a cease and desist order may be issued by the SEC motu proprio, it being unnecessary that it results from a verified complaint from an aggrieved party. A prior hearing is also not required whenever the Commission finds it appropriate to issue a cease and desist order that aims to curtail fraud or grave 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. The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives the investing public by making it appear that respondents have authority to deal on such securities. Section 8.1 of the SRC clearly states that securities shall not be sold or offered for sale or distribution within the Philippines without a registration statement duly filed with and approved by the SEC and that prior to such sale, information on the securities, in such form and with such substance as the SEC may prescribe, shall be made available to each prospective buyer.” (Emphasis supplied) WHEREFORE, premises considered, NEGO FOOD SOLUTION CORP. through NOEL B. ANDRES, a certain Marko/Mark Marquez, Celyn/Jocelyn Manzanero, and their respective officers, directors, representatives, salesmen, agents, brokers, dealers, promoters, recruiters, uplines, influencers, endorsers, abettors, and enablers and any and all persons claiming and/or acting for and in their behalf, are hereby ordered to IMMEDIATELY CEASE AND DESIST from further engaging in activities of selling and/or offering for sale of unregistered securities in the form of investment contracts and/or other activities/transaction relative thereto, until the requisite registration and registration statements are duly filed with and approved by the Commission, and the corresponding license and/or permit to offer/sell securities are issued. NEGO FOOD SOLUTION CORP., NOEL B. ANDRES, Marko/Mark Marquez, Celyn/Jocelyn Manzanero, and/or any of its agents, representatives, conduits, assigns its leaders, agents, officers, operators, administrators, promoters, representatives, salesmen, agents, investment team planners, mentors, enablers, influencers, assigns, conduit entities, subsidiaries, and any and all persons claiming and/or acting for and in their behalf are likewise directed to immediately CEASE their internet presence relating to the transactions and investment scheme covered by this Cease and Desist Order. The Commission through the EIPD will initiate the appropriate administrative and criminal action against any persons or

In the Matter of: NEGO FOOD SOLUTION CORP. SEC EIPD Case No.: 2026-0009 Cease and Desist Order x------------------------------------------------------------------------------------x entities found to act as solicitors, information providers, salesmen, agents, brokers, dealers or the like for and in their behalf. Finally, NEGO FOOD SOLUTION CORP., NOEL B. ANDRES, a certain Marko/Mark Marquez, Celyn/Jocelyn Manzanero, and/or any of its agents, representatives, conduits, assigns, agents, and their respective officers, operators, administrators, promoters, representatives, salesmen, agents, investment team planners, mentors, enablers, influencers, assigns, conduit entities, subsidiaries, and any and all persons claiming and/or acting for and in their behalf are PROHIBITED from transacting any and all business involving funds in its depository banks, and from transferring, disposing, or conveying in any manner, any and all assets, properties, real or personal, including bank deposits, if any, of which the named persons herein may have interest, claim or participation, whether directly or indirectly, under their custody, immediately to forestall grave damage and prejudice to all concerned and to ensure the preservation of the assets for the benefit of the investors without authority from the Commission. Let a copy of this Order be furnished to the Company Registration and Monitoring Department, Markets and Securities Regulation 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 and Industry, the National Privacy Commission, the Department of Information and Communications Technology, and the relevant local government unit(s) for their information and appropriate action. Further, let a copy of this Order be published on the official website of the Commission for general circulation. In accordance with Section 64.3 of the SRC and Rule XI of the 2026 Rules of Procedure of the SEC, the Respondent may file a verified Motion to Lift the CDO with the EIPD within five (5) days from receipt of this Order, or the posting of the CDO on the Commission’s website, whichever is earlier. FAIL NOT UNDER PENALTY OF LAW. SO ORDERED. Makati City, 24 August 2026. Digitally signed by Lupango- Tamayo Sheara Laurio Date: 2026.08.24 14:48:00 +08'00' SHEARA L. LUPANGO-TAMAYO Officer-in-Charge, EIPD