Revocation Order against St. Timothy Construction Corporation

Exchange Securities and Commission LDPINF

BAGONG PILIPINAS

ENFORCEMENT AND INVESTOR PROTECTION DEPARTMENT

IN THE MATTER OF: ST.TIMOTHY CONSTRUCTION CORPORATION SEC Company Reg. No. CS201413029 OTHERWISE KNOWN AS THE 2019 FOR: VIOLATION OF SEC MEMORANDUM MEMORANDUM CIRCULAR NO.10, SERIES SEC EIPD CASE NO.2025-8064 CIRCULAR NO. 15 SERIES OF REVISION OF THE GENERAL INFORMATION SHEET (GIS), AS AMENDED BY SEC OF 2022 2019

RESOLUTION

TO:THE PRESIDENT THE MEMBERS OF THE BOARD OF DIRECTORS

E-mail: st.timothyconstruction@yahoo.com ST.TIMOTHY CONSTRUCTION CORPORATION 0793 F.Manalo St. corner,J.Pueblo Brgy. Bambang, Pasig City cfs iii@yahoo.com sttimothystc@gmail.com

Attention:

This refers to the Notice and Order dated 11 September 2025 issued to ST. TIM0THY Ownership Information under Section 11, I-A of SEC Memorandum Circular No. 10, Series of 2022 CONSTRUCTION CORPORATION (hereafter, "ST. TIMOTHY") for False Declaration of Beneficial

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ANTECEDENT FACTS AND STATEMENT OF THE CASE

Department of the Beneficial Ownership Declaration Pages submitted by corporations, to determine 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 of2022. 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 (hereafterMS.DISCAYA"),under oath,responded to queries from the Senators and stated that she is the owner and officer of ST. TIMOTHY.

However, records of the Securities and Exchange Commission (SEC) show that ST. TIMOTHY 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 submitted false beneficial ownership information, in violation of SEC Memorandum Circular No. 15 2025.

Consequently, this Department issued a Notice and Order dated 11 September 2025, sent via email on 12 September 2025, addressed to ST. TIM0THY, its President, and the members of its Board of September 2025, to submit its reply. beneficial ownership information. ST. TIMOTHY was given fifteen (15) calendar days, or until 27 Directors, assessing a penalty of TW0 MILLION PES0S (Php2,000,000.00) for false declaration of

On 30 September 2025, this Department received a Formal Entry of Appearance with Motion for Samaniego & Associates Law Office and requesting an extension until 31 October 2025 within which the 2016 Rules of Procedure of the SEC, Rule 3, Section 3-3 expressly provides: Extension of Time, informing the Commission that the Corporation would be represented by to file its reply and comply with the Notice and Order. On 12 November 2025, another Motion for Extension of Time was received, requesting a further extension until 24 November 2025. However,

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

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

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requested extension until 24 November 2025, ST. TIMOTHY nonetheless failed to submit any Since a Motion for Extension of Time is a prohibited pleading in this proceeding, the same must be even assuming arguendo that this Department were to recognize and give due course to the expunged from the records, and this Department shall proceed to resolve the matter. Moreover compliance or responsive pleading with the period so extended.

ISSUE OF THE CASE

Whether or not ST. TIM0THY violated Section 11, I-A of SEC Memorandum Circular No. 10, Series of 2022.

RULING OF THE CASE

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

"Sec11. Penalties.

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

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

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 Resolution that the corporation indeed submitted false Beneficial Ownership Information, the reporting corporation shall be penalized with a fine up to Two Million Pesos (Php 2,000,000.00), and shall subsequently be dissolved."

Despite having every opportunity to controvert the allegation, the Corporation did not submit any 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 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 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, I-A of SEC Memorandum Circular No. 10, Series of 2022. The matter at issue is neither Yet, despite receipt of the Notice and Order, the Corporation opted not to address the substance of

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

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

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.

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

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

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