SOPHIA FRANCISCO HOLDING OPC / FINANCIAL CONSULTANCY SERVICES SOPHIA-FRANCISCO / SOPHIA FRANCISCO HOLDING

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

IN THE MATTER OF:

SOPHIA FRANCISCO HOLDING OPC CONSULTANCY FINANCIAL SERVICES

FRANCISCO HOLDING SOPHIA-FRANCISCO / SOPHIA Promulgated: 24 November 2022 SEC CD0 Case No. 10-22-094

DEPARTMENT (EIPD). ENFORCEMENT INVESTOR PROTECTION Movant. AND

CEASE AND DESIST ORDER

Francisco (nominee), John Mark Hena Department (EIPD) on 20 October 2022 praying that (a) a Cease and Desist Order ("CDO") be issued directing the respondents, SOPHIA FRANCISCO HOLDING OPC, FINANCIAL CONSULTANCY SERVICES SOPHIA-FRANCISCO and SOPHIA FRANCISCO TRADING (collectively) referred to as the "Sophia Francisco Group"), together with Sophia Maria Andrea Francisco (DTI registered owner Dela Cruz (single stockholder, director and president), Yolanda Ramirez Orderi (the "Motion") filed by the Enforcement and Investor Protection This resolves the Motion for the Issuance of a Cease and Desist and agent), Gregorio Ramirez Hr ncisco (alternate nominee).

in activities of selling and/or c and all persons, conduit entities and subsidiaries claiming and acting for and in its behalf, to immediately attarin TO and desist from further engaging sale securities in the form of

filed with and approved by investment contracts until th the stration statements are duly and the corresponding permits to offer/sell secu C d (b) prohibiting SOPHIA

SOPHIA-FRANCISCO and SOPHIA FRANCISCO TRADING or any of its FRANCISCO HOLDING OPC officers, representatives, sales FINANCLA CONSULTANCY SERVICES s from transacting any and +T all business involving the funds transferring, disposing, or AV 1 ny other manner, any and all depository banks, and from

assets, properties, real or personal, including bank deposits, if any, of

1 Dated 19 October 2022. SEC .OGC

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which the named persons herein may have any interest, claim or the investors without authority from the Commission. custody, immediately to forestall grave damage and prejudice to all participation whatsoever, whether directly or indirectly, under their concerned and to ensure the preservation of the assets for the benefit of

PARTIES

tasked, among others, to investigate motu proprio or upon complaint or CDO whenever warranted by the circumstance.2 referral, violations of laws, rules, and regulations administered. implemented, or issued by the Commission, and to seek the issuance of a Movant EIPD is one of the Commission's operating departments

Lazaro St. Canumay West (Canumay), City of Valenzuela, Third District, 2022070060502-58 issued on 19 July 2022 and with principal address at Corporation with the Commission bearing the Company Registration No. National Capital Region.3 Sophia Francisco Holding OPC is a registered One Person

stated in its Articles of Incorporation, to wit: The purpose or purposes of Sophia Francisco Holding OPC, as

incorporated are: "Second: That the purpose or purposes for which such corporation is

bonds, and other evidences of indebtedness or securities of this or any to receive, collect and dispose of interest, dividends, and income arising broker or dealer in securities nor solicit, take, accept and/or issue investments and/or investment contracts from public investors.; To invest in, purchase, or otherwise acquire and own, hold, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real property and personal property of every kind and description, indebtedness and other securities or obligations of any corporation or corporations, association or associations, domestic or foreign, for whatever lawful purpose or purposes the same may have been organized and to pay thereof in money or by exchanging thereof stocks, other corporation, stocks, bonds, debentures, contracts, or obligations. from such property, and while the owner or holder thereof, to exercise all the rights, powers and privileges of ownership, including all voting powers of any stock so owned; provided that it shall not act as stock including shares of stock, bonds, debentures, notes, evidences of

2 SEC Office Order No. 512, series of 2013. 3 Annexes "A" and "B" of the Motion. CERTIFEED TEE COPY O S

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

authorized to sell securities without prior registration with the Commission. This is a specific limitation provided in its Certificate of Registration, to wit: Albeit granted with a separate juridical personality, it is not

"This Certificate grants juridical personality to this corporation but DOES NOT AUTHORIZE it:

A. 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 this Commission.

C. To act as a permit to undertake activities for which other government B. To undertake business activities such as, but not limited to acting as: to virtual currency exchange nor engage in investment solicitation and investment taking requiring a Secondary License from this 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, financing/lending company, and time shares/club shares/membership certificate issuers or selling agents thereof; nor to operate a fiat money agencies require a license or permit." commodity/financial Commission. futures exchange/broker/merchant,

Francisco Holding are both not registered with the Commission either as a corporation or as a partnership.4 Financial Consultancy Services Sophia-Francisco and Sophia

RELEVANT FACTS

received by the EIPD since September 20225 on the alleged unauthorized investment-taking activities of the Sophia Francisco Group, the EIPD conducted a formal investigation of its operations for possible violations of the Securities Regulation Code (SRC), Revised Corporation Code (RCC) and such other rules and regulations enforced by the Commission. Acting on the numerous complaints, reports, and inquiries being

5 Annex "D" of the Motion. 6 Republic Act No. 8799. 4 Paragraph 1 of the Motion. 7 Republic Act No. 11232. CERTFIED TRUE COPY OF SEC -OGC

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fee to those who are able to invite new investors to Sophia Francisco Francisco Holding OPC is actively offering/selling unregistered securities with guaranteed earnings of as much as 3% daily for 20 days. Trading.8 in the form of investment contracts to the public consisting of a minimum investment amount of Five Hundred Pesos (PHP 500.00) per account Furthermore, Sophia Francisco Holding OPC also gives out a 5% referral The investigation generated information and evidence that Sophia

filed nor has any pending application for a secondary license with the Department issued a Certification that Sophia Francisco Holding OPC is registered as a one person corporation but has not been issued a secondary license as a lending company, broker and/or dealer of securities, dealer in government securities, the investment adviser of an investment company, investment house, and transfer agent and has not department.9 On 19 September 2022, the Company Registration and Monitoring

proprietary/non-proprietary shares or membership certificates and licensed to offer or sell such securities to the public.10 On the same date, not a registered issuer of mutual funds, exchange traded funds, and timeshares pursuant to Sections 8 and 12 of the SRC and therefore not the Markets and Securities Regulation Department likewise issued a Sophia Francisco Holding OPC. Department issued a Certification that Sophia Francisco Holding OPC is Certification that it has not issued Permit to Sell Securities in favor of On 20 September 2022, the Corporate Governance and Finance

prior registration and/or license from the Commission as prescribed headed by Sophia Maria Andrea Ramirez Francisco is not authorized to solicit, accept or take investments from the public since it has not secured under Sections 8 and 28 of the Securities Regulation Code. issued an Advisory11 warning the public that the Sophia Francisco Group Due to the foregoing, on 22 September 2022, the Commission

solicit investments from the public and tried to discredit the Commission by spreading false and/or misleading information as reflected in its social Amidst the Advisory, the Sophia Francisco Group continued to

11 Annex "I" of the Motion. 8 Paragraphs 10-11 of the Motion. 9 Annex "F" of the Motion 10 Annex "H" of the Motion. CERTFED TREYY OG SEC - OGC

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media posts and as confirmed by the email reports received by the Commission.12

is based on a "Ponzi Scheme", which relies purely on incoming that the investment mechanism or system of the Sophia Francisco Group subsequent members when the scheme eventually collapses due to operators, top recruiters and/or prior risk takers but detrimental to scarcity of new investors.13 investments to function continuously and is designed mainly to favor its As a result of its investigation, the EIPD concluded and confirmed

involves selling and/or offering securities to the general public in the form of investment contracts, with a guaranteed pure passive income verify the veracity of the information provided in the email complaints describing the modus operandi of the Sophia Francisco Group which derived from the investments from the public. In the course of its investigation, the EIPD was able to confirm and

ISSUE

the issuance of a CDO against the Sophia Francisco Group. Whether the evidence presented by the EIPD on record warrants

RULING

same. The Commission finds merit in the Motion and hereby grants the

Sophia Francisco Group sells or offers securities in the form of investment contract.

public. This is clear from the import of Article Second of its AoI, to wit: one person corporation. It bears emphasis that its Aol specifically provides that it has no authority to solicit or accept investments from the At the outset, Sophia Francisco Holding OPC is incorporated as a

"Second: That the purpose or purposes for which such corporation is incorporated are:

12 Annexes "D" and " of the Motion. 13 Paragraph 12 of the Motion. THE DOCUMENT CERTFIET SEC -OGC TEUE COY OF W

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

investments from the public are not allowed to form a one person emphasized that Section 14 of SEC Memorandum Circular No. 07, series of 2019 ("Guidelines on the Establishment of a One Person Corporation (OPC)") provides that corporations requiring secondary license to solicit corporation, to wit: Being incorporated as a one person corporation, it must be

"Section 14. Who are Not Allowed to Form OPCs. -

insurance, public and publicly listed companies, non-chartered Banks, non-bank financial institutions, quasi-banks, pre-need, trust, incorporate as OPC. government-owned and -controlled corporations (GOCCs) cannot

A natural person who is licensed to exercise a profession may not organize as an OPC for the purpose of exercising such profession except as otherwise provided under special laws." (Emphasis ours)

able to establish that Sophia Francisco Group, its directors, officers and submitted in support thereof, the Commission finds that the EIPD was agents are selling and/or offering unregistered securities in the form of investment contracts to the public without the requisite license from the provisions of the SRC and its Implementing Rules and Regulations. Commission, in violation not only of its AoI but also of the relevant After considering the allegations in the Motion and the evidence

Section 3 of the SRC defines "securities" as follows:

"SEC. 3. Definition of Terms. -

includes: 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

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

Moreover, an "investment contract" has been defined as follows:

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

"pool" their resources, creating a common enterprise, even if the promoter receives nothing more than a broker's commission."14 (Emphasis A common enterprise is deemed created when two (2) or more investors supplied)

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: Section 8.1 of the SRC categorically provides that securities cannot

approved by the Commission. Prior such sale, information on the securities, in such form and with such substance as the Commission may shall not be sold or offered for sale or distribution within the Philippines. without a registration statement duly filed with and prescribe, shall be made available to each prospective purchaser." (Emphasis and underscoring supplied) "SEc. 8. Requirement of Registration of Securities. - 8.1 Securities

securities that are required to be registered with the Commission for the protection of the investing public, to wit: Commission,15 the Supreme Court ruled that investment contracts are In the case of Power Homes Unlimited v. Securities and Exchange

must be registered with public respondent SEC, otherwise the SEC cannot protect the investing public from fraudulent securities. The markets depend on the investing public's level of confidence in the system." (Emphasis supplied) "As an investment contract that is security under R.A. No. 8799, it strict regulation of securities is founded on the premise that the capital

14 Rule 26.3.5 of the Implementing Rules and Regulations of the SRC. 15 G.R. No. 164182, 26 February 2008 THE OOCUMENTS ON CERTIFIED TRUE COPY OF SEC - OGC CORD

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in a common enterprise with the expectation that they would earn a stated 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. Investment contracts have been used and adopted in various situations where individuals were led to invest money profit through the efforts of the promoter or of someone other than themselves.17 American origin. It traces its roots from the US Supreme Court case Securities and Exchange Commission v. W.J. Howey Co.16 where the Court The concept of an investment contract in the Philippines is of

control to another for the purpose of deriving profits from them, he or Commission,18 where the Supreme Court ruled that for investment money; (2) in a common enterprise; (3) with expectation of profits; (4) applied in Power Homes Unlimited Corporation v. Securities and Exchange contracts to be considered as securities which are subject to the regulatory authority of the Commission in our jurisdiction, the following elements must be shown to exist i.e. (1) there must be an investment of primarily from efforts of others. Under this definition, whenever an investor relinquishes control over his or her funds and submits their she is in fact investing in securities.19 The concept of an investment contract was thereafter adopted and

with the EIPD's finding, and so holds that the Sophia Francisco Group is engaged in the sale and/or offer of securities in the form of investment contracts in violation of Section 8 of the SRC because it has no license to carry out the same. More importantly, the elements of Howey Test are present in the instant case. Applying the foregoing to the instant case, the Commission agrees

invested money have started coming forward after the Sophia Francisco complaints received by the EIPD also show that investors who actually Sophia Francisco Group has investors who have purchased the same and have parted with their money with proofs of their payouts posted in its Two Hundred Fifty Thousand Pesos (PHP 250,000.00). Moreover, the being used to promote and sell securities, contains an admission that the Facebook Account ranging from Four Thousand Pesos (PHP 4,000.00) to First, the marketing plan which was uploaded and is currently

expected to be solely through the efforts of another party, Rule 26.3 of the 2015 IRR of the SRC replaced the individual who placed the money exerted a small amount of effort in an attempt to earn the profits 16 328 U.S, 293, 66 S. Ct. 1100,90 L. Ed. 1244, 163 A.L.R. 1043 (1946) the qualifier with "primarily", acknowledging that an investment contract may still be present where 18 G.R. No. 164182, 26 February 2008. 19 Investment Co. Institute v. Camp, 274 F. Supp. 624 (D. D.C. 1967). 17 Ibid. Although the definition as stated in the Howey Case qualified that the earning of profit was THE DOCUMENTS ON RECORD CERTIFIED TRUE COPY OF SEC -OGC

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Group has allegedly failed to pay them their guaranteed returns. These shows that there was actual investment of money by investors.

investments will grow in due time. that the Sophia Francisco Group was offering/selling involves the pooling of amounts invested by its members which are actually utilized to satisfy and pay the guaranteed returns of its existing investors. This is the common enterprise that is being sustained by the investments received by the Sophia Francisco Group from the public who believes that their Second, the EIPD was able to show that the investment scheme

trading, they can hit a win rate of 4% daily, 28% weekly, or 112% investments with a minimum investment amount of Five Hundred Pesos (PHP 500.00) at which it guaranteed that through its skills in crypto monthly. of 3% daily for 20 days or 60% total in 20 days or earn 25% in just 10 days. Investors are being lured by the Sophia Francisco Group to buy Third, investors clearly expect a guaranteed lucrative daily earning

and their agents who continue to promote the investment-taking scheme and operate the business of the entities to ensure that investors are paid. The investors are thus not required to do anything to earn guaranteed efforts of the Sophia Francisco Group, Ms. Sophia Maria Andrea Francisco returns. Lastly, the expectation of profits is derived primarily from the

Francisco Group have the characteristics of a Ponzi Scheme because of the promise of an exorbitant rate of return with little or no risk at all to investors. In People v. Tibayan20, it held that: It is also worthy to note that the investment schemes of the Sophia

appearance that investors are profiting from a legitimate business. It is not an investment strategy but a gullibility scheme, which works only as long as there is an ever-increasing number of new investors joining "To be sure, a Ponzi Scheme is a type of investment fraud that involves the payment of purported returns to existing investors from funds contributed by new investors. Its organizers often solicit new investors by promising to invest funds in opportunities Ponzi schemes, the perpetrators focus on attracting new money to make promised payments to earlier-stage investors to create the false claimed to generate high returns with little or no risk. In many the scheme.'

20 G.R. Nos. 209655-60, 14 January 2015. PAGE THE DOCUMENT'S ON RECRE CERTFIED TRUF CXOPY O& G SEC - DCC RAES

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Sophia Francisco Group is

public in the Philippines offering securities to the

without license from the Commission.

securities within the Philippines without a Registration Statement duly filed with and approved by the Commission, to wit: Section 8.1 of the SRC specifically proscribes the offering of

"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 securities, in such form and with such substance as the Commission may prescribe, shall be made available to each prospective purchaser. (Emphasis and underscoring supplied) approved by the Commission. Prior such sale, information on the

Regulations of the SRC defines "Public Offering" as follows: Relative thereto, Rule 3.1.17 of the 2015 Implementing Rules and

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: "3.1.17. Public offering is any offering of securities to the public or

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communication;"21 (Emphasis supplied) communication 3.1.17.3 Advertisement or announcement in radio, television, telephone, electronic technology or communications, any other information forms of

through their Facebook Pages and group chat.22 Group is offering investments and making actual presentations of their schemes during Facebook Live and inviting investors to join the company In the instant case, the records show that the Sophia Francisco

approved by the Commission before the same can be lawfully undertaken. Considering that the Sophia Francisco Group has not secured SRC Rule 3.1.17 and thus, requires a registration statement duly The foregoing constitutes a public offering as defined under the

22 Paragraph 37 of the Motion. 21 Rule 3.1.17 of the Implementing Rules and Regulations of the SRC. PAGE..O THE DOCUMENI^S CERTIFIED TRUE COPY OF SEC -- OGC RECORD 3P

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thus constitutes a clear violation of Section 8 of the SRC. a license from the Commission, its act of offering securities to the public

investors or is otherwise likely to cause grave or irreparable injury or that the Commission may issue a CDO without the necessity of conducting a hearing if, to its mind, the act or practice will operate as a fraud on prejudice to the investing public, thus: Relative to the issuance of a CDO, Section 64.1 of the SRC provides

prejudice to the investing public." (Emphasis supplied) 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 is otherwise likely to cause grave or irreparable injury or investigation or verification, motu proprio or upon verified complaint practice, unless restrained, will operate as a fraud on investors or "Section 64. Cease and Desist Order. - 64.1. The Commission, after proper

requisites that must be complied with for a valid issuance of a CDo: Under the afore-quoted provision, there are two (2) essential

1. There must be a conduct of a proper investigation or 2. There must be a finding that 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.23 verification; and

requirements prescribed by law which will justify the valid issuance of a finds and so holds that the EIPD was able to comply with the CDO. After a careful review of the records of the case, the Commission

in the gathering and submission of information and evidence that supported its allegations. The EIPD conducted an independent investigation which resulted

public.24 This finds support in the case of Securities and Exchange Commission operates as a fraud to the public which, if unrestrained, will likely cause grave or irreparable injury or prejudice to the investing Group in selling/offering securities sans the requisite license from the The EIPD was also able to show that the act of the Sophia Francisco

23 Securities and Exchange Commission v. Performance Foreign Exchange Corporation, G.R. No. 154131, 20 July 2006 24 Section 64 of the SRC. SEC -- OGC

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Commission v. CJH Development Corp.25 where the Supreme Court categorically held that:

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 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. 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 a good reason for this "The law is clear on the point that a cease and desist order may be

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) The act of selling unregistered securities would necessarily operate as a fraud on investors as it deceives the investing public

this Commission, the Sophia Francisco Group's act of selling/offering the SRC. This warrants and justifies the immediate issuance of a Cease investment contracts constitutes a clear violation of Sections 8 and 12 of and Desist Order. Without the registration statement duly filed with and approved by.

MARIA ANDREA FRANCISCO (DTI-Registered Owner and Agent), President),YOLANDA RAMIREZ FRANCISCO (Nominee),JOHN MARK entities and subsidiaries claiming and acting for and its behalf, are hereby ordered to IMMEDIATELY CEASE AND DESIST from further engaging in investment contracts or any others of the same nature, as discussed in this Cease and Desist Order, until the requisite registration statement is duly filed and approved by the Commission. HENAREZ FRANCISCO (Alternate Nominee), and all persons, conduit activities of selling and/or offering for sale securities in the form of HOLDING OPC, FINANCIAL CONSULTANCY SERVICES SOPHIA- FRANCISCO, and SOPHIA FRANCISCO TRADING, together with SOPHIA GREGORIO RAMIREZ DELA CRUZ (Single Stockholder, Director, and WHEREFORE, premisesconsidered,SOPHIAFRANCISCO

25 G.R. No. 210316, 28 November 2016. THE DOUMENT CERTIFED TYUE COPY Q& SEC. GC ONARCED

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action against any persons or entities found to act as solicitors, information providers, salesmen, agents, brokers, dealers, or the like for investment scheme covered by this Cease and Desist Order. The Commission will institute the appropriate administrative and criminal operators, directors, officers, representatives, salesmen, agents, and any and all persons claiming and acting for and in their behalf are likewise directed to CEASE their internet presence relating to the transactions and and in their behalf. SERVICES SOPHIA-FRANCISCO, and SOPHIA FRANCISCO TRADING, its SOPHIA FRANCISCO HOLDING OPC, FINANCIAL CONSULTANCY

involving funds in its depository banks, and from transferring, disposing. indirectly, under their custody, to ensure the preservation of the assets of the investors. directors, officers, representatives, salesmen, agents and any all persons claiming and acting for and in their behalf from transacting any business 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 FRANCISCO, and SOPHIA FRANCISCO TRADING and its operators, HOLDING OPC, FINANCIAL CONSULTANCY SERVICES SOPHIA- Finally, the Commission hereby PROHIBITS SOPHIA FRANCISCO

Copy of this CDO to SOPHIA FRANCISCO HOLDING OPC,FINANCIAL and (b) cause the posting of this CDO in the Commission's website. Owner and Agent), GREGORIO RAMIREZ DELA"CRUZ (Single (Nominee), JOHN MARK HENAREZ FRANCISCO (Alternate Nominee), FRANCISCO TRADING, and their incorporators, operators, directors, and Stockholder, Director, and President),YOLANDA RAMIREZ FRANCISCO CONSULTANCY SERVICES SOPHIA-FRANCISCO, and SOPHIA officers namely: SOPHIA MARIA ANDREA FRANCISCO (DTI-Registered The EIPD of the Commission is hereby DIRECTED to (a) serve a

administrative proceedings against SOPHIA FRANCISCO HOLDING OPC (DTI-Registered Owner and Agent), GREGORIO RAMIREZ DELA CRUZ FRANCISCO (Nominee), JOHN MARK HENAREZ FRANCISCO (Alternate Nominee) and impose the appropriate penalties, including revocation of Certificate of Incorporation, if warranted, and (b) submit a formal FINANCIAL CONSULTANCY SERVICES SOPHIA-FRANCISCO, and SOPHIA FRANCISCO TRADING, and their incorporators, operators, directors, and officers namely: SOPHIA MARIA ANDREA FRANCISCO (Single Stockholder, Director, and President), YOLANDA RAMIREZ The EIPD is FURTHER DIRECTED to (a) initiate the appropriate

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compliance report, by way of pleading, to the Commission En Banc within ten (10) days from receipt of this CD0

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

parties subject of this CDO may file a verified Motion to Lift the CDO to the Commission En Banc thru the Office of the General Counsel, within five (5) days from receipt of this Order. Part II, Rule IV, Section 4-3 of the 2016 Rules of Procedure of the SEC, the In accordance with the provisions of Section 64.3 of the SRc and

FAIL NOT UNDER PENALTY OF LAW. $1} rz* Xtm6Pm} ya

SO ORDERED.

Makati City, Philippines.

EMILIO B. AQUINO*

Chairperson

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

KARLQ S.BELLO Commissioner MCJ JLL BRYANT T.FERNANDEZ Commissioner

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