SECURITY

REGULATION CODE
FEES OF TENDER OFFERS AND
CERTAIN PROXY SOLICITATIONS
■ At the time of filling with the Commission of any statement required under Section
19 for any tender offer or Section 72.2 for issuer purchases, or Section 20 for proxy
or consent solicitation, The Commission may require that the person making such
filing pay a fee of not more than one-tenth (1/10)(1%) of;
– The propose aggregate purchase price in the case of a transaction under
Section 20 or 72.2;
– The proposed payment in cash, and ion value of any securities or property to
be transferred in the acquisition, merger or consolidating, or the cash and
value of any securities proposed to be received upon the sale disposition of
such assets in the case of a solicitation under Section 20. The Commission
shall prescribe by rule diminishing fees in inverse proportion to the value of the
aggregate price of the offering
INTERNAL RECORD KEEPING AND
ACCOUNTING CONTROL
■ Device and maintain a system of internal accounting controls sufficient to provide
reasonable assurance that:
– Transactions and access to assets are pursuant to management authorization;
– Financial statements are provided in conformity with generally accepted
accounting principles that are adopted by the Accounting standards council
and the rules promulgated by the Commission with the regard to the
preparation of the financial statements; and
– Recorded assets are compared with existing assets at reasonable intervals
and differences are reconciled.
TRANSACTIONS OF DIRECTORS, OFFICERS
AND PRINCIPAL STOCKHOLDERS
■ Every person who is directly or indirectly the beneficial owner of more than ten per
centum (10%) of any class of any equity security or who is a director or an officer of
the issuer of such security, shall file, at the time either such requirement is first
satisfied or after ten (10) days after he becomes such a beneficial owner, a
statement form the Commission and, if such security is listed for trading on an
exchange, also with the exchange of the amount of all the equity security of such
issuer of which he is the beneficial owner, and within ten days after the close of
each calendar month thereafter, if there has been a change in such ownership at
the close of the calendar month and such changes in his ownership as have
occurred during such calendar month.
TRANSACTIONS OF DIRECTORS, OFFICERS
AND PRINCIPAL STOCKHOLDERS
■ For the purpose of preventing the unfair use of information which may have been
obtained by such beneficial owner by reason of his relationship to the issuer, any
profit realized by him from any purchase or sale, of any equity security of such issuer
within any period of less than (6) months unless such security was acquired in good
faith in connection with a debt previously contracted, shall inure to and be
recoverable by the issuer, irrespective of any intention of holding the security
purchased or of not repurchasing the security sold for a period exceeding six (6)
months. Suit to recover such profit may be instituted before the Regional Trial Court
by the issuer, the owner of any security of the issuer, in the name and in behalf of
the issuer if the issuer shall fail or refuse to bring such suit within sixty (60) days
after request or shall fail diligently to prosecute the same thereafter, but not such
shall be brought more than two (2) years after the date such profit was realized
TRANSACTIONS OF DIRECTORS, OFFICERS
AND PRINCIPAL STOCKHOLDERS
■ It shall be unlawful for any such beneficial owner, director or officer, directly or
indirectly, to sell any equity security of such issuer if the person selling the principal:
– Does not own the security sold: or
– If owning the security, does not deliver it against such sale within 20 days
thereafter, or does not within five (5) days after such sale deposit in the mails
or the unusual channels of transportation; but no person shall be deemed to
have violated this subsection if he proves not withstanding the exercise of good
faith he was unable to make such delivery in such time, or that to do so would
cause undue inconvenience or expense.
TRANSACTIONS OF DIRECTORS, OFFICERS
AND PRINCIPAL STOCKHOLDERS
■ The provisions of subsection 23.2 shall not apply to any purchase and sale, or sale
and purchase, and the provisions of Subsection 23.3 shall not apply to any sale, of
an equity security not then or thereafter held by him and an investment account, by
a dealer in the ordinary course of his business and incident to the establishment or
maintenance by him of a primary or secondary market, otherwise than on an
Exchange, for such security. The Commission may, by such rules and regulations as
it deems necessary or appropriate in the public interest, define and prescribe terms
and conditions with respect to securities held in an investment account and
transactions made in the ordinary course of business and incident to the
establishment or maintenance of a primary or secondary market.