Republic of the Philippines

Department of Finance
INSURANCE COMMISSION B
1071 United Nations Avenue
Manila

MEMORANDUM FROM THE INSURANCE COMMISSIONER

(CRL Memo No. 45-2020)

TO All Conservators, Receivers, Liquidators and Overseers

SUBJECT : Rules and Guidelines for the Sale, Transfer or Disposal of

Real and Personal Assets of the Companies Placed under
Conservatorship, Receivership and Liquidation and those
with Servicing License

DATE 23 September 2020

Pursuant to this Commission's mandate to protect the assets of the companies placed
under Conservatorship, Receivership and Liquidation (CRL), and those with servicing
license, the following rules and guidelines are hereby promulgated, to wit:

1. Conservator, Receiver, Liquidator or Overseer (CRLO)'s

Recommendation

A recommendation for the sale, transfer or disposal of real or personal property

must be submitted by the appointed CRLO using the prescribed Complete Staff Work
(CSW) form, in accordance with our CRL Memo No. 21-2014 dated 26 August 2014,
for the review and approval of this Commission.

In the absence of the aforesaid CRLO, the officer primarily responsible or in

charge with the management of company, as designated by the ex -officio CRLO, shall
submit the aforesaid recommendation.

The following documents must be attached to the said CSW:

1. Letter from the President or any officer designated by the Board of

Directors/Trustees (the "Board" for brevity) of the company requesting the
sale, transfer or disposal of its properties;

2. Certified True Copy of Board Resolution with Secretary's Certificate

authorizing the said sale, transfer or disposal of the company's properties;

3. Copy of the latest appraisal report of the property intended for sale;

4. Copy of latest Bureau of Internal Revenue (BIR) Zonal Valuation of the

property intended for sale;

5. Duly accomplished Notarized Undertaking and Quitclaim (see attached

template);

6. A brief description of special circumstances (e.g., pending case,

annotations, informal settlers, right of first refusal, unpaid taxes), if any; and

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Head Office, P.O. Box 3589 Manila I Trunk Line: +(632) 8523-8461 to 70 I Fax No: +(632) 8522-1434 I www.insurance.gov.ph
 7. Other supporting documents that may be required by this Commission to
warrant its approval.

2. Duly Accomplished Notarized Undertaking and Quitclaim (see attached

template)

A duly accomplished Notarized Undertaking and Quitclaim must be executed

by the Board.

The Board, through a Special Board Resolution, may authorize the President
or any officer designated by the Board to accomplish the said Undertaking. A certified
true copy of the Board Resolution with Secretary's Certificate shall be attached to the
Undertaking.

In the absence of the aforesaid Board and/or company officer/s, the officer
primarily responsible or in charge of the management of company, as designated by
the CRLO, shall execute and sign the said Notarized Undertaking, which shall contain
the following indispensable statements:

1. That the person who executed the Notarized Undertaking and Quitclaim is
duly authorized by the Board of Directors/Trustees to sell, transfer and/or
dispose the intended property/ies of the company, as well as to execute the
said Undertaking;

2. That he/she complied with the relevant laws, policies, guidelines, rules and
regulations to ensure the legality and validity of all acts performed relative to
the sale, transfer and/or disposal of the property intended for sale by the
company;

3. That the persons who executed the Undertaking, including the members of
the Board of Directors/Trustees who approved the said sale, will hold
themselves personally responsible for any irregularity in the sale, transfer
and/or disposal thereof, and further undertake to be personally liable for any
damage or prejudice that will be incurred by the company;

4. That the person who executed the Undertaking, including the members of
the Board of Directors/Trustees who approved the said sale, will personally
address any concern of any third party/ies who may file a complaint against
the company in connection with the sale, transfer and/or disposal of the
company property, and shall indemnify the said third party/ies should the
complaint be found to be meritorious up to the extent of the selling price of
the property.

5. That the person who executed the Undertaking, as well as the Company
authorizing him/her, release and forever discharge the Insurance
Commission and its officers and employees, and the Conservator, Receiver
and Liquidator, from any and all claims, demands, cause of action of
whatever nature, including administrative, civil or Ombudsman case against
said officers.

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Rules and Guidelines for the Sale, Transfer or Disposal of
Real and Personal Assets of the Companies Placed under
Conservatorship, Receivership and Liquidation and those
with Servicing License
3. Basis of Selling Price

The CRLO must include in his submitted CSW his recommendation for the
proposed selling price of the intended sale of the company's real or personal
property/ies. To ensure that the sale is above board, the proposed selling price must
be in accordance with the following guidelines:

1. For sale of real estate property — It must not be less than its current market
value as determined by an IC accredited appraiser or Bureau of Internal
Revenue (BIR)'s zonal valuation, whichever is higher.

2. For sale of personal property — It must not be less than its book value as
declared in the company's latest annual statement or audited financial
statements or its current market value as determined by IC or professional
appraiser or other relevant agency, whichever is higher.

Notwithstanding the above requirements, the Commission may, in his own

discretion and/or when circumstances warrant, designate an independent professional
appraiser to determine the appropriate valuation of the property/ies for sale.

The Commission, upon recommendation of the CRLO and the CRL Division,
may allow a lesser selling price in view of the exceptional or special circumstances of
the property/ies intended for sale (e.g., pending case, annotations, informal settlers).

4. Ocular Inspection

If the above-stated documents are sufficient in form and substance, the

Commission's CRL Division shall conduct an ocular inspection of the real or personal
property/ies intended for sale by the company. Thereafter, the CRL Division shall
submit its recommendation to Insurance Commissioner for his consideration and
approval.

5. Publication and/or Notice of Sale

When CRLO's recommendation for intended sale, transfer or disposal of real

and personal property is approved by the insurance Commissioner, the company shall
be required to publish in a newspaper of general circulation and post a notice of sale
in the conspicuous places of the company premises, as well as in the website of this
Commission and the company, if any, to invite the public and other interested
bidders/buyers to submit a competitive proposal therefor. In addition, the CRLO and
the CRL Division may also identify and invite prospective buyers through invitation
letters.

The aforesaid publication must strictly comply with the requirements stated in
IC-Circular Letter No. 2016-34 dated 21 June 2016 entitled "Newspaper Publication
Requirement," which must have the following minimum details:

1. Location and detailed description of property;

2. Approved minimum selling/bid price;

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Rules and Guidelines for the Sale, Transfer or Disposal of
Real and Personal Assets of the Companies Placed under
Conservatorship, Receivership and Liquidation and those
with Servicing License
 3. The person and the place wherein the said Letter of Intent or proposed bid
will be submitted, copy furnished the CRL Division of the IC;
4. A statement that the properties are for sale on an "as-is-where-is" basis.

6. Manner of Selling

To ensure transparency, the sale, transfer or disposal of the real or personal

property must be made through a public auction or, if not possible under the
circumstances, through negotiation to at least three (3) prospective buyers, wherein
the highest or responsive bid or offer shall be chosen.

If despite publication and/or notice, only one prospective buyer submitted its
proposal, such prospective buyer may be chosen provided his/her bid is responsive
and shall not be less than the approved minimum selling price, pursuant to the
abovementioned guidelines.

The bidding procedure or negotiation process may, when circumstances

warrant, be observed by a representative of the CRL Division to confirm the
compliance with aforesaid requirements.

For sale of trust fund assets of pre-need companies under CRL and those with
servicing license, the auction shall be conducted in accordance with the existing
auction procedure of the trustee banks, which shall be supervised by the CRLO and a
representative of the CRL Division. The IC, through the CRL Division, may recommend
reasonable modifications to said procedure. In the absence of such procedure, the
process under this Memorandum shall apply.

7. Compliance Report

A Compliance Report must be submitted to the Commission by the CRLO, with

copies of necessary documents showing compliance with the herein guidelines within
thirty (30) days from receipt of this letter. The said Compliance Report shall include an
accounting of the proceeds of the sale and its intended use, allocation and distribution.

The foregoing shall be without prejudice to other requirements that the

Commission may require from the company or its appointed CRLO.

Subsequent guidelines shall be issued from time to time to establish or clarify

existing guidelines, rules, regulations and processes of this Commission.

Please coordinate with the CRL Division for the implementation of this CRL
Memo.

For guidance and strict compliance.

DENIMS B. FUNA
Insurance Commissioner

Rules and Guidelines for the Sale, Transfer or Disposal of

Real and Personal Assets of the Companies Placed under
Conservatorship, Receivership and Liquidation and those
with Servicing License
 UNDERTAKING AND QUITCLAIM
(Attached to CRL Memo No. 45-2020)

KNOW ALL MEN BY THESE PRESENTS:

I/We, (Name/s) , officer/s of (Name of Company)

of legal age, Filipino, and with office address at
, after having been duly sworn in accordance with law,
hereby depose, certify and undertake that:

1. I/We am/are duly authorized by the Board Directors/Trustees, as evidenced by a

Board Resolution (Annex "A") of (Name of Company) to sell, transfer
and/or dispose of the intended property/ies of the company (Annex "B"), as well as
to execute this Undertaking and Quitclaim.

2. I/We complied with the relevant laws, policies, guidelines, rules and regulations to
ensure the legality and validity of all acts performed relative to the sale, transfer
and/or disposal of the property intended for sale by the company.

3. I/We, including the members of the Board of Directors/Trustees who approved the
said sale, will hold ourselves personally responsible for any irregularity in the sale,
transfer and/or disposal thereof, and further undertake to be personally liable for
any damage or prejudice that will be incurred by the company.

4. I/We, including the members of the Board of Directors/Trustees who approved the
said sale, will personally address any concern of any third party/ies who may file a
complaint against the company in connection with the sale, transfer and/or
disposal of the company property, and shall indemnify the said third party/ies
should the complaint be found to be meritorious up to the extent of the selling price
of the property.

5. I/We, as well as the Company authorizing me/us, release and forever discharge
the Insurance Commission and its officers and employees, and the Conservator,
Receiver or Liquidator, from any and all claims, demands, causes of action of
whatever nature, including administrative, civil or Ombudsman case against said
officers.

6. Finally, I/we have read this document entitled Undertaking and Quitclaim, and fully
understand every word of it and its meaning, and I/we affixed my/our signature
hereunder voluntarily and freely with the full and complete knowledge of the
meaning and intent of this document and of my/our rights under existing laws.

IN WITNESS WHEREOF, we have hereunto set our hand this day of

in City of , Philippines.

Affiant/s
REPUBLIC OF THE PHILIPPINES)
CITY OF ) SS.

SUBSCRIBED AND SWORN TO before me this th day of , 2020

in the City of , Affiant exhibiting to me his
ID No. issued at and dated

NOTARY PUBLIC

Doc. No.
Page No. ;
Book No. ,
Series of 2019.