OECD Capital Market Review of the Philippines 2024

Annex A. Methodology for data collection and classification

Company categories and financial information

The corporate information presented in Chapter 2 is mainly based on the OECD ORBIS Corporate Finance database. The OECD-ORBIS Corporate Finance dataset includes financial and ownership information for non‑financial companies between 2005 and 2021.

Company categories construction

Chapter 2 shows the following four non-financial firm categories: Category 1 “Listed companies”, Category 2 “Large unlisted companies”, Category 3 “Small and mid-sized companies part of a group”, and Category 4 “Independent small and mid-sized companies”. The construction of the company categories is based on the ownership, industry, legal information and financial information tables. The procedure starts by identifying all listed and unlisted companies with assets over USD 100 million in the entire ORBIS universe. Non-financial listed companies are classified immediately as Category 1 and large unlisted non-financial companies as Category 2. For these groups, the consolidated financial statements are used, if available.

The following steps identify the countries of interest and uses their ownership country year tables to identify companies in Category 3 and Category 4. ORBIS provides many records of owners at different points in time from different sources. Two criteria are used to clean the ownership information and to be left out with only one record for each owner firm year observation: the largest owner is kept and the latest information is prioritised. The largest owner can be either the global ultimate owner at 50%, the global ultimate owner at 25%, or the largest direct owner with over 25% holdings. Once the sample has a unique owner firm year record, owners are classified as corporations or natural persons.

Using the ownership records generated in the previous step, the routine starts by identifying the subsidiaries of the listed and large unlisted companies. Three types of companies are identified: 1) domestic subsidiaries with a local parent, 2) domestic subsidiaries with a foreign parent, and 3) companies controlled by a person. Some companies that are classified as subsidiaries in this step were already identified as large unlisted companies at the beginning. In these cases, since the subsidiary was already consolidated, its data were not used to avoid duplications. The domestic subsidiaries with a local parent in Category 1 or 2, or with foreign parents Category 1 or 2 are classified as Category 3. Please note that this category includes the non-financial domestic subsidiaries of financial domestic parent and foreign parents as these parents are excluded as they do not meet the industry requirement or because they are not incorporated in the domestic market under analysis. The companies where the largest owner is a person (over 25% ownership) are classified as Category 4.

Economy wide calculations take into account the ownership structure of companies and avoid considering companies that are already consolidated in the accounts of domestic non-financial parent companies. Thus, economy wide calculations include companies from Category 1, Category 2, Category 4, companies without ownership information, and companies from Category 3 that had a foreign parent or a financial domestic parent.

Financial information cleaning

The company category classification described in the previous section also incorporates different types of financial reporting (consolidated and unconsolidated reports). Large companies in the universe commonly report consolidated financial statements as well as unconsolidated financial statements. For the listed and large unlisted non-financial company categories, consolidated accounts are considered, if available. For the remaining categories, unconsolidated financial statements are used. The raw financial dataset contains several firm year observations when a company has multiple consolidation codes or it reports for different purposes. To construct a panel with a unique firm year observation, the following steps are applied:

• Financial companies are excluded.

• The fiscal year is recorded as the previous calendar year of the closing date whenever the closing date of the financial statement is before 30 June.

• Financial statements covering a 12-month period are used, preferably.

• When multiple observations within the same year exist, accounts with closing dates closer to year-end are preferred to accounts with older closing dates.

• Published annual reports are preferred to local registry filings. Local Registry filings are preferred to unknown filing types.

• Accounts using IFRS are preferred to those using GAAP, accounts using GAAP are preferred to those using unknown accounting practices.

• For companies with multiple consolidation codes, the following criteria apply: for companies that release consolidated financial statements, C1 is preferred when both C1 and C2 exist; for companies that release unconsolidated statements the observation from annual reports are preferred over others.

• Financial information is adjusted by annual USD Consumer Price Index changes and information is reported in 2023 constant million USD.

• Companies with at least one observation showing negative assets or negative fixed assets are dropped from the sample.

• Companies with equal or less than 10 employees are dropped from the sample. When employee number is not available companies with total assets below USD 54 000 (PHP 3 million) are dropped from the sample.

• Financial statement information is winsorised at 1% for both tails within companies’ categories.

• In the case that there are single year gaps in the financial data, these are populated by interpolation using the average value of the preceding and the succeeding year for major items. Sub items are then calculated using accounting identities. Such interpolation is reserved for single year gaps, and is not applied for data gaps with two or more years. The OECD ORBIS Corporate Finance uses the 1 digit SIC industry classification.

Table A A.1. ORBIS industry classification

Standard Industrial Classification (SIC)
Agriculture, forestry and fishing	Retail trade
Construction	Services
Manufacturing	Transportation, communications, electric gas and sanitary services
Mining	Wholesale trade

Company MSMEs classification by size

The firm size information presented in Chapter 2 is mainly based on each country’s own classification of MSMEs. These classifications differ across countries, and even across different sectors in one country. The MSME classification used in this report is as follows:

Table A A.2. Definition of MSMEs by countries

Countries	Micro		Small		Medium
	Number of employees	Other criteria	Number of employees	Other criteria	Number of employees	Other criteria
Indonesia	1-4 people	Net assets (land and building excluded.): less than Rp 50 million Total annual sales: less than Rp 300 million	5-19 people	Net assets (land and building excluded.): between Rp 50 million – Rp 500 million Total annual sales: between Rp 300 million – Rp 2.5 billion	20-99 people	Net assets (land and building excluded.): between Rp 500 million – Rp 10 billion Total annual sales: between Rp 2.5 billion – Rp 50 billion
Malaysia*	1-4 people	Annual sales turnover less than RM 300 000	Manufacturing: 5-74 people Services and other sectors: 5-29 people	Annual sales turnover: between RM 300 000 – RM 15 million in manufacturing Annual sales turnover: between RM 300 000 – RM 3 million in services and other sectors	Manufacturing: 75-200 people Services and other sectors: 30-75 people	Annual sales turnover: between RM 15 million – RM 50 million in manufacturing Annual sales turnover: between RM 3 million – RM 20 million in services and other sectors
Philippines	1-9 people		10-99 people		100-199 people
Singapore*	Less than 200 people	Revenue less than or equal to USD 1 million	Less than 200 people	Revenue between USD 1 million – USD 10 million	Less than 200 people	Revenue between USD 10 million – USD 100 million
Thailand	1-5 people	Revenue less than B 1.8 million	Manufacturing: 6-50 people Services and trading: 6-30 people	Revenue between: B 1.8 million – B 100 million in manufacturing Revenue between: B 1.8 million – B 50 million in services and trading	Manufacturing: 51-200 people Services and trading: 31-100 people	Revenue between: B 100 million – B 500 million in manufacturing Revenue between: B 50 million – B 300 million in services and trading
Viet Nam	1-10 people	Total revenue not more than: D 3 billion for agriculture, forestry, and fishery; industry and construction or Total capital not more than: D 3 billion Total revenue not more than D 10 billion for commerce and services or Total capital not more than: D 3 billion	Agriculture, forestry, and fishery; industry and construction: 11-100 people Commerce and services: 11-50 people	Total revenue not more than: D 50 billion for agriculture, forestry, and fishery; industry and construction or Total capital not more than: D 20 billion Total revenue not more than D 100 billion for commerce and services or Total capital not more than: D 50 billion	Agriculture, forestry, and fishery; industry and construction: 101-200 people Commerce and services: 51-100 people	Total revenue not more than: D 200 billion for agriculture, forestry, and fishery; industry and construction or Total capital not more than: D 100 billion Total revenue not more than: D 300 billion for commerce and services or Total capital not more than: D 100 billion

Notes: In Malaysia, either the employment or annual sales turnover criteria should be met to be classified within that category. Singapore defines small and medium enterprises (SMEs) as enterprises with operating value no more than USD 100 million or employment of no more than 200 workers. The distribution of MSMEs in this report is mainly done by considering the first criteria. As Singapore uses SME rather than MSME definition, income thresholds for each category of firm size are taken from Singapore Department of Statistics publications.

Source: PSA, (2022[208]) 2022 List of Establishments, https://dtiwebfiles.s3.ap-southeast-1.amazonaws.com/MSME+Resources/2022+Philippine+MSME+Statistics+in+Brief.pdf; ASEAN (2024[271]), Definitions of MSME in ASEAN Member States, https://asean.org/wp-content/uploads/2023/11/Definition-of-MSME-in-ASEAN-Member-States.pdf.

Public equity data

The information on initial public offering (IPOs) and secondary public offerings (SPOs) presented in Chapter 1 and Chapter 3 is based on transaction and/or firm level data gathered from several financial databases, such as LSEG (Screener, Datastream), FactSet and Bloomberg. Considerable resources have been committed to ensuring the consistency and quality of the dataset. Different data sources are checked against each other and, whenever necessary, the information is also controlled against original sources, including regulator, stock exchange and company websites and financial statements.

Country coverage and classification

The dataset includes information about all initial public offerings (IPOs) and secondary public offerings (SPOs or follow on offerings) by financial and non-financial companies. All public equity listings following an IPO, including the first-time listings on an exchange other than the primary exchange, are classified as a SPO. If a company is listed in more than one exchange within 180 days, those transactions are consolidated under one IPO. The country breakdown is carried out based on the domicile country of the issuer. In the dataset, the country of issue classification is also made based on the stock exchange location of the issuer. It is possible that a company becomes listed in more than one country when going public. The financial databases record a dual listing as multiple transactions for each country where the company is listed. However, there is also a significant number of cases where dual listings are reported as one transaction only based on the primary market of the listing. For this reason, the country breakdown based on the stock exchange is currently carried out based on the primary market of the issuer. The IPO and SPO data are collected on a deal basis via commercial databases in current USD values. Issuance amounts initially collected in USD were adjusted by 2023 US Consumer Price Index (CPI).

Exclusion criteria

With the aim of excluding IPOs and SPOs by trusts, funds and special purpose acquisition companies the following exclusion criteria are used:

• Financial companies that conduct trust, fiduciary and custody activities

• Asset management companies such as health and welfare funds, pension funds and their third‑party administration, as well as other financial vehicles

• Open-end investment funds

• Other financial vehicles

• Grant making foundations

• Asset management companies that deal with trusts, estates and agency accounts

• Special Purpose Acquisition Companies (SPACs)

• Closed-end investment funds

• Listings on an over the counter (OTC) market

• Security types classified as “units” and “trust”

• Real Estate Investment Trusts (REITs)

• Transactions with missing or zero proceeds

Industry classification

LSEG uses the Reference data Business Classification (TRBC) Industry Description. The economic sectors used in the analysis are the following economic sectors:

Table A A.3. Public offerings industry classification

TRBC Economic Sector
Basic materials	Industrials
Cyclical consumer goods & services	Non-cyclical consumer goods & services
Energy	Non-profit/private organisations/services
Financials	Technology
Governmental services	Telecommunications services
Healthcare	Utilities

Ownership data

The main source of information is the FactSet Ownership database. Data are collected as of end of 2023 in current USD thus no currency nor inflation adjustment is needed. The data are complemented and verified using LSEG and Bloomberg. Market information for each company is collected from LSEG. The dataset includes the records of owners for 31 342 companies listed on 115 markets covering 94% of the world market capitalisation. For each of the countries/regions presented, the information corresponds to all listed companies in those countries/regions with available information.

Table A A.4. Categories of owners

Investor category	Categories of owners
	Investor type
Private corporations and holding companies	Business association	Operating division
	Employee stock ownership plan	Private company
	Holding company	Public company
	Joint venture	Subsidiary
	Non-profit organisation
Public sector	Government	Regional governments
	Sovereign wealth manager	Public pension funds
Strategic individuals and family members	Individual (strategic owners)	Family office
Institutional investors	Bank investment division	Mutual fund manager
	Broker	Other
	College/University	Pension fund
	Foundation/Endowment manager	Pension fund manager
	Fund of funds manager	Private banking/Wealth management
	Fund of hedge funds manager	Private equity fund/Alternative inv.
	Hedge fund	Real estate manager
	Hedge fund manager	Research firm
	Insurance company	Stock borrowing/lending
	Investment adviser	Trust/Trustee
	Market maker	Umbrella fund
	Mutual fund-closed end	Venture capital/Private equity
Other free‑float including retail investors	Shares in the hands of investors that are not required to disclose their holdings. It includes the direct holdings of retail investors who are not required to disclose their ownership and institutional investors that did not exceed the required thresholds for public disclosure of their holdings.

The information for all the owners reported as of the end of 2023 is collected for each company. Some companies have up to 5 000 records in their list of owners. Each record contains the name of the institution, the percentage of outstanding shares owned, the investor type classification, the origin country of the investor, the ultimate parent name, among other things.

The table below presents the five categories of owners defined and used in this report following (De La Cruz, Medina and Tang, 2019[225]). Different types of investors are grouped into these five categories of owners. In many cases, when the ultimate owner is identified as a Government, a Province or a City and the direct owner was not identified as such, ownership records are reclassified as public sector. For example, public pension funds that are regulated under public sector law are classified as government, and sovereign wealth funds (SWFs) are also included in that same category.

Corporate bond data

Data presented on corporate bond issuance in Chapter 3 and Section 1.5 are based on OECD calculations using data obtained from London Stock Exchange Group (LSEG) that provides international deal-level data on new issues of corporate bonds that are underwritten by an investment bank. The database provides a detailed set of information for each corporate bond issue, including the identity, nationality and sector of the issuer; the type, interest rate structure, maturity date and rating category of the bond, the amount of and use of proceeds obtained from the issue. Convertible bonds, deals that were registered but not consummated, preferred shares, sukuk bonds, bonds with an original maturity less than or equal to one year or an issue size less than USD 1 million are excluded from the dataset. The analyses in the report are limited to bond issues by non-financial companies. The industry classification is carried out based on the TRBC Industry Description. The country breakdown is carried out based on the issuer’s country of domicile. Yearly issuance amounts initially collected in USD were adjusted by 2023 US CPI.

Given that a significant portion of bonds are issued internationally, it is not possible to assign such issues to a certain country of issue. For this reason, the country breakdown is carried out based on the country of domicile of the issuer.

Early redemption data

When calculating the outstanding amount of corporate bonds in a given year, issues that are no longer outstanding due to being redeemed earlier than their maturity should also be deducted. The early redemption data are obtained from LSEG WS and cover bonds that have been redeemed early due to being repaid via final default distribution, called, liquidated, put or repurchased. The early redemption data are merged with the primary corporate bond market data via international securities identification numbers (i.e. ISINs).

Rating data

Rating information is based on OECD calculations using data obtained from LSEG that provides rating information from three leading rating agencies: S&P, Fitch and Moody’s. For each bond that has rating information in the dataset, a value of 1 is assigned to the lowest credit quality rating (C) and 21 to the highest credit quality rating (AAA for S&P and Fitch and Aaa for Moody’s). There are eleven non-IG categories: five from C (C to CCC+); and six from B (B- to BB+). There are ten IG categories: three from B (BBB- to BBB+); and seven from A (A- to AAA).

If ratings from multiple rating agencies are available for a given issue, their average is used. Some issues in the dataset, on the other hand, do not have rating information available. For such issues, the average rating of all bonds issued by the same issuer in the same year (t) is assigned. If the issuer has no rated bonds in year t, year t-1 and year t-2 are also considered, respectively. This procedure increases the number of rated bonds in the dataset and hence improves the representativeness of rating‑based analyses. When differentiating between investment and non‑IG bonds, the final rating is rounded to the closest integer and issues with a rounded rating less than or equal to 11 are classified as non‑IG.

Industry classification

The corporate bond dataset uses the Reference data Business Classification (TRBC) Industry Description. The economic sectors used in the analysis are the following economic sectors:

Table A A.5. Corporate bonds industry classification

TRBC Economic Sector
Basic materials	Healthcare
Consumer cyclicals	Industrials
Consumer non-cyclicals	Technology
Energy	Utilities

MSCI data

The MSCI data used in the Section 1.4 has been retrieved from the equity index constituents disclosed by MSCI, and the data is as of September 1, 2023. The details are cross-referenced with the OECD dataset on listed companies. Industry classification and market capitalisation are extracted from this dataset built with the aforementioned process on “Listing Information”. The information on listed companies was as of end 2022, REITS and investment funds are excluded from the analysis. The matched sample used in the analysis represents nearly 90% of the total weight for the MSCI Emerging Asia index and over 90% of the weight for the MSCI Emerging, MSCI World and AC Asia Pacific indices.

PSE and PDEx listing requirements and fees

Table A A.6. PSE Main Board admission/post-listing requirements

Admission requirements
Operating lifetime	At least three years.
Capital requirement	The shareholders’ equity required to be at least PHP 500 million for the most recent fiscal year.
Minimum number of shareholders	At least 1 000 shareholders owning shares equivalent to at least one board lot.
Board of Directors	Minimum of seven directors, two of which - or 20% of the board - must be independent, and each director should have at least one share in his name.
Minimum public offering	If the market capitalisation: less than PHP 500 million: the highest of PHP 50 million and 33% of the ownership. between PHP 500 million and PHP 1 billion: the highest of PHP 100 million and 25% of the ownership. over PHP 1 billion: the highest of PHP250 million and 20% of the ownership.
Financial requirements	A cumulative net income of at least PHP75 million, excluding non-recurring items, for the three last full fiscal years preceding the application for listing. An exception is made if the company has been operating for at least ten years prior to filing the application, in which case the PHP75 million rule is for 2 of the 3 years
	A minimum net income of at least PHP 50 million for the most recent fiscal year.
	To validate the two requirements on net income above, the applying company shall submit audited consolidated financial statements for the last three full fiscal years preceding the application for the listing to the PSE. The financial statements shall be accompanied by an unqualified external auditor’s opinion.
SEC registration and compliance	Filing of a registration statement for the securities to be listed, which includes: a prospectus, audited financial statements (or reviewed financial statements provided a justification citing constraints for having audited statements and a certification that no material events occurred during the interim period that would require an audit), a mandate letter from underwriter(s) and contract in case of underwriting syndicate, a tax compliance report, articles of incorporation/by-laws. Opinions by independent counsel on securities to be sold and tax matters, a list of subsidiaries and the PSE listing application.
	Report on compliance with the SEC Corporation Code of the Philippines.
Other requirements	Submission of a red herring prospectus to the PSE Listings Department, as well as the official public prospectus, press releases, advertisements for the Exchange to review.
	Engagement of an underwriter, underwriting the entire issue and exercising due diligence on the applicant company’s prospectus, or offering memorandum.
	Engagement of a licensed stock transfer agent, for which the applying company is jointly liable.
Post-listing requirements
Accounting for listing proceeds	Quarterly progress report on the use of the proceeds within fifteen days of the following quarter.
	Annual summary report of the use of listings proceeds on January 31 the following year at the latest.
	Any approval by the company’s board of directors to reallocate any of the planned use of proceeds. Any actual disbursement must be disclosed thirty days before any actual reallocation.
Periodic financial statements	An annual report must be released within one hundred five days after the end of the fiscal year.
	Three quarterly reports within forty-five days from the end of the quarter for the first three quarters of the fiscal year.
Periodic reporting on shareholders	Monthly report on the number of shareholders within five trading days after the close of each month.
	Quarterly report on the top hundred shareholders within fifteen days of the end of each quarter.
Corporate governance report	An annual corporate governance report, following a “comply or explain” approach, in accordance with the code of corporate governance adopted by the SEC.
Ad hoc	Disclosure of any significant business, financial or legal event that may affect investors’ trading decisions regarding the company’s securities.

Source: PSE (2024[78]), Consolidated Listing and Disclosure Rules, https://documents.pse.com.ph/wp-content/uploads/sites/15/2024/04/Consolidated-Listing-and-Disclosure-Rules_as-of-April-2024_FINAL.pdf; SEC (2024[227]), Schedules of fees, https://www.sec.gov.ph/forms-and-fees/schedules-of-fees/#gsc.tab=0; SEC (2020[228]), Registration of Debt or Equity Securities, https://www.sec.gov.ph/wp-content/uploads/2020/02/2018_UpdatedRequirementsForRegistrationofDebtOrEquitySecurities.pdf.

Table A A.7. PSE Main Board fees

Fees
SEC registration fees	Legal research fee (1% of filing fee) and if aggregate price of securities: less than PHP 500 million: 0.10% of the maximum aggregate price of the securities to be offered. more than PHP 500 million not over PHP 750 million: PHP 500 000 plus 0.075% of the excess over PHP 500 million. more than PHP 750 million not over PHP 1 billion: PHP 687 500 + 0.05% of the excess over PHP 750 million. more than PHP1 billion: PHP 812 500 plus 0.025% of the excess over PHP 1 billion.
Stock exchange admission rates	If market capitalisation is below PHP 15 billion: 1/10 of 1% of market capitalisation, with a minimum of PHP 500 000. above PHP 15 billion: PHP 15 million + 1/20 of 1% of the excess over PHP 15 billion of market capitalisation.
	Annual fee: 1/100 of 1% of market capitalisation, with a minimum of PHP 250 000 and a maximum of PHP 2 million.

Source: PSE (2024[78]), Consolidated Listing and Disclosure Rules, https://documents.pse.com.ph/wp-content/uploads/sites/15/2024/04/Consolidated-Listing-and-Disclosure-Rules_as-of-April-2024_FINAL.pdf; SEC (2024[227]), Schedules of fees, https://www.sec.gov.ph/forms-and-fees/schedules-of-fees/#gsc.tab=0.

Table A A.8. PSE SME Board admission/post-listing requirements

Admission requirements
Operating lifetime	At least two years.
Capital requirement	The shareholders’ equity required to be at least PHP 25 million for the most recent fiscal year.
Minimum number of shareholders	At least 200 shareholders owning shares equivalent to at least one board lot.
Board of Directors	Minimum of seven directors, two of which - or 20% of the board - must be independent, and each director should have at least one share in his name.
Minimum public offering	If the market capitalisation: less than PHP 500 million: the highest of PHP 50 million and 33% of the ownership. between PHP 500 million and PHP 1 billion: the highest of PHP 100 million and 25% of the ownership. over PHP 1 billion: the highest of PHP 250 million and 20% of the ownership.
Financial requirements	A cumulative EBITDA of at least PHP 15 million, excluding non-recurring items, for the three last full fiscal years preceding the application for listing (or shorter if the company has been operating less than three years). OR A cumulative operating revenue of at least PHP 150 million for the last three fiscal years prior to applying for listing (or shorter if the company has been operating less than three years), with an average operating revenue growth rate of at least 20% for the two years prior to listing.
	To validate the above, the applying company shall submit audited consolidated financial statements for the last three full fiscal years preceding the application for the listing to the PSE, or the shorter if the company has been operating less than three years. The financial statements shall be accompanied by an unqualified external auditor’s opinion.
Sponsorship alternative	A company that does not meet the financial requirements or those of shareholders’ equity may apply for endorsement by a sponsor accredited by the PSE. The sponsor files the application on behalf of the company and shall conduct the proper due diligence and produce a resulting sponsor assessment report, accepting responsibility for any false or misleading information.
SEC registration and compliance	Filing of a registration statement for the securities to be listed, which includes: a prospectus, audited financial statements, (or reviewed financial statements provided a justification citing constraints for having audited statements and a certification that no material events occurred during the interim period that would require an audit), a mandate letter from underwriter(s) and contract in case of underwriting syndicate, a tax compliance report, articles of incorporation/by-laws. Opinions by independent counsel on securities to be sold and tax matters, a list of subsidiaries and the PSE listing application.
	Report on compliance with the SEC Corporation Code of the Philippines.
Other requirements	Submission of a business plan containing a strategy and needed actions to advance the company’s business over five years.
	Submission of a red herring prospectus to the PSE Listings Department, as well as the official public prospectus, press releases, advertisements for the Exchange to review.
	Engagement of an underwriter, underwriting the entire issue and exercising due diligence on the applicant company’s prospectus, or offering memorandum.
	Engagement of a licensed stock transfer agent, for which the applying company is jointly liable.
Post-listing requirements
Accounting for listing proceeds	Quarterly progress report on the use of the proceeds within fifteen days of the following quarter.
	Annual summary report of the use of listings proceeds on January 31 the following year at the latest.
	Any approval by the company’s board of directors to reallocate any of the planned use of proceeds. Any actual disbursement must be disclosed thirty days before any actual reallocation.
	A comprehensive report on the progress of its business plan within fifteen days of the following quarter
Periodic financial statements	An annual report must be released within one hundred five days after the end of the fiscal year.
	Three quarterly reports within forty-five days from the end of the quarter for the first three quarters of the fiscal year.
Periodic reporting on shareholders	Monthly report on the number of shareholders within five trading days after the close of each month.
	Quarterly report on the top hundred shareholders within fifteen days of the end of each quarter.
Corporate governance report	An annual corporate governance report, following a “comply or explain” approach, in accordance with the code of corporate governance adopted by the SEC.
Ad hoc	Disclosure of any significant business, financial or legal event that may affect investors’ trading decisions regarding the company’s securities.

Source: PSE (2024[78]), Consolidated Listing and Disclosure Rules, https://documents.pse.com.ph/wp-content/uploads/sites/15/2024/04/Consolidated-Listing-and-Disclosure-Rules_as-of-April-2024_FINAL.pdf; SEC (2024[227]), Schedules of fees, https://www.sec.gov.ph/forms-and-fees/schedules-of-fees/#gsc.tab=0; SEC (2020[228]), Registration of Debt or Equity Securities, https://www.sec.gov.ph/wp-content/uploads/2020/02/2018_UpdatedRequirementsForRegistrationofDebtOrEquitySecurities.pdf.

Table A A.9. PSE SME Board fees

Fees
SEC registration fees	If aggregate price of securities: less than PHP 500 million: 0.10% of the maximum aggregate price of the securities to be offered + legal research fee (1% of filing fee). more than PHP 500 million not over PHP 750 million: PHP 500 000 plus 0.075% of the excess over PHP 500 million + legal research fee (1% of filing fee). more than PHP 750 million not over PHP 1 billion: PHP 687,500 + 0.05% of the excess over PHP 750 million + legal research fee (1% of filing fee). more than PHP 1 billion: PHP 812,500 plus 0.025% of the excess over PHP 1 billion + legal research fee (1% of filing fee).
Stock exchange admission rates	1/10 of 1% of the maximum aggregate price of the securities to be offered.
	Annual fee: PHP 100 per million of market capitalisation with a minimum of PHP 50 000 and a maximum of PHP 250 000.

Source: PSE (2024[78]), Consolidated Listing and Disclosure Rules, https://documents.pse.com.ph/wp-content/uploads/sites/15/2024/04/Consolidated-Listing-and-Disclosure-Rules_as-of-April-2024_FINAL.pdf; SEC (2024[227]), Schedules of fees, https://www.sec.gov.ph/forms-and-fees/schedules-of-fees/#gsc.tab=0.

Table A A.10. PDEx listing and post-listing requirements

Main admission requirements
Issuers’ characteristics	Public offer and qualified buyers: Entity approved by the SEC to have its securities sold, purchased and traded in the Philippines.
Features of securities	Public offer and qualified buyers: Technologically compatible to trade on the PDEx Trading Platform. Dematerialised, or – if issued prior to later PDEx rules – immobilised with a qualified securities depository and must have a licensed registry (or transfer agent). Securities must be freely transferable to both qualified and non-qualified investors and cannot have restrictions on transferability between investors of different tax categories.
SEC registration	Public offer Filing of a registration statement for the securities to be listed, which includes: a prospectus, audited financial statements, a mandate letter from underwriter(s) and contract in case of underwriting syndicate, a tax compliance report, articles of incorporation/by-laws. Opinions by independent counsel on securities to be sold and tax matters, a list of subsidiaries and the PDEx listing application. Qualified buyers Exempted from SEC registration but may be requested to confirm its status at any time and needs to make potential investors aware of its exemption.
External services	Public offer and qualified buyers: Must have a facility agent (or trustee) that takes on the responsibility of acting on behalf of the holders of securities, such as monitoring compliance with covenants, changes in deposited collateral, calls for redemption, etc. Due diligence must have been performed by an SEC licensed external underwriter, arranger or issue manager according to regulatory standards. Issuer or issue must be rated by a credit rating agency at the time of listing. Issuer shall have liquidity providers: corporate securities must have commitments from at least one market maker.
Disclosure and documentation	Public offer and qualified buyers: An offer document, including an offer memorandum and a term sheet is considered best practice. Public offer: A prospectus (in accordance with SRC rules) to allow the public to make an informed investment decision. This includes financial statements, management plans, description of the business, risk factors and a plan for the deployment of the issue proceeds. Qualified buyers: Restrictions for ‘exempt transactions’ (from the IRR related to Section 10.1(k) of the SRC) require information on: the nature of the issuer’s business, products and services; the number of shares and securities outstanding at the end of the most recent fiscal year; the most recent balance sheet, profit and loss and retained earnings statement for the last two fiscal years. A clear commitment that the offer is directed to qualified buyers, constituting an ‘exempt transaction’.
Post listing requirements
Disclosure	Public offer: Compliance with SEC requirements of periodic financial reporting: annual reports, quarterly reports and audited financial statements, as well as key information in the prospectus. Qualified buyers: Periodic financial reporting: annual reports, quarterly reports and audited financial statements.
Ad hoc disclosures	Public offer and qualified buyers: Any material information, financial or otherwise, that may affect the price, value or the decision to buy or hold the securities.
Credit ratings	Public offer and qualified buyers: Continual ratings of issuer or issues.

Note: Qualified buyers are professional investors registered with the SEC (includes banks, investment houses, insurance companies, pension funds and some other institutions and individuals), these investments are also known as qualified bonds (previously private placements).

Source: PDEx (2021[235]), Rules for the Fixed Income Securities Market, https://www.pds.com.ph/wp-content/uploads/2021/02/PDEx-Rules-for-the-Fixed-Income-Securities-Market-as-Amended-Revised-25-February-2021.pdf; PDEx (2024[236]), Listing Qualifications, https://www.pds.com.ph/index.html%3Fpage_id=598.html; PDEx (2011[234]), Listing Checklist: Listing Application (Registered Securities); PDEx (2022[272]), Enrolment Checklist: Enrolment Application (Exempt Securities); SEC (2024[237]), SEC Form 12-1 Checklist, https://www.sec.gov.ph/wp-content/uploads/2024/02/2024Form_SEC-Form-12-1-Submission-Checklist-2024.docx.

Table A A.11. PDEx fees

Fees
SEC registration fee	Public offer: If aggregate price of securities: less than PHP 500 million: 0.10% of the maximum aggregate price of the securities to be offered + legal research fee (1% of filing fee). more than PHP 500 million not over PHP 750 million: PHP 500 000 plus 0.075% of the excess over PHP 500 million + legal research fee (1% of filing fee). more than PHP 500 million not over PHP 1 billion: PHP687 500 + 0.05% of the excess over PHP750 million + legal research fee (1% of filing fee). more than PHP 1 billion: PHP 812 500 plus 0.025% of the excess over PHP 1 billion + legal research fee (1% of filing fee).
PDEx listing fee	Application fee: For government-like securities* PHP 50 000 For non-government-like securities** PHP 100 000 if Category 1, PHP 150 000 if Category 2 and PHP 200 000 if Category 3 Annual maintenance fee 0.005% per annum, with a minimum of PHP 50 000 (for an issue of PHP 1 billion and below), and a maximum of PHP 150 000 (for an issue of PHP 3 billion and above)

Notes: * Government-like securities are structured as Treasury Bills, Notes or Bonds of the Philippine National Government in terms of maturities, coupon and discount-basis; having no call, put or convertibility features and a 20% final withholding tax.

** Non-government-like securities are either Category 1 if they do not have all the features of short-term or longer-term government-like securities and/or are floating rate securities; Category 2 if they are issued as part of debt issuance programmes not falling under Category 3; and Category 3 if they are structured as asset-backed securities, mortgage-backed securities or fixed income funds.

Source: PDEx (2014[127]), Listing Fee Schedule; SEC (2024[227]), Schedules of fees, https://www.sec.gov.ph/forms-and-fees/schedules-of-fees/#gsc.tab=0.

Pension fund investment guidelines

Table A A.12. Investment limits for the pension funds and pension reserves of the SSS

Asset class	Investment reserve fund (as % of total assets)	MySSS Pension Booster mandatory scheme (as % of total assets)	MySSS Pension Booster voluntary scheme (as % of total assets)
Government securities	Min 15%	Min 15%	Min 15%
Government securities to finance infrastructure projects	Max 30%
Securities issued by government financial institutions or corporations	Max 30%
Securities issued by banks doing business in the Philippines	Max 40%
Short-and-medium-term loans to members	Max 25%	Max 25%	Max 25%
Securities issued by educational or medical institutions	Max 10%
Real estate property and joint ventures	Max 10%
Other income earning projects and investment secured by first mortgages and or other collaterals	Max 25%
Securities issued by corporations or multilateral institutions	Max 40%	Max 20%	Max 20%
Listed equities	Max 40%	Max 20%	Max 20%
Mutual funds	Max 40%, of which max 15% for foreign mutual funds
Foreign currency instruments and foreign assets	Max 15%
Loans secured by collaterals, including loans to pensioners	Max 30%		Max 70% (loans to pensioners)
Money market instruments	No limit	Max 40%	Max 40%

Source: Social Security Act of 2018, Revised guidelines on the implementation of the mandatory provident fund programme for SSS members, and Revised guidelines on the implementation of the new voluntary provident fund programme for SSS members.

Table A A.13. Investment limits for the pension reserves of the GSIS

Asset class	GSIS Investment Policy Guidelines
Government securities	Max 60% of total investible fund
Direct housing loans to members and group housing projects secured by first mortgage	Min 40% of total investible fund
Foreign exchange currency exposure	Max 10% of total investible fund
Government debt, US Treasuries and investment grade corporate bonds (local and foreign)	Max 60% of total investible fund net of loans
Corporate bonds
Foreign sovereign, private corporations, or supranational corporations	Max 25% of total investible fund net of loans
Foreign sovereign, private corporations, or local governments	Max 15% of total investible fund net of loans
Domestic private corporations or local governments	Max 10% of total investible fund net of loans
Perpetual bonds	Max 1% of total investible fund net of loans
Convertible and exchangeable bonds/notes	Max 1% of total investible fund net of loans
Structured products	Max 2.5% of total investible fund net of loans
Equities	Max 40% of total investible fund net of loans

Source: GSIS Investment Policy Guidelines.

References

[2] ASEAN (2024), Definitions of MSME in ASEAN Member States, https://asean.org/wp-content/uploads/2023/11/Definition-of-MSME-in-ASEAN-Member-States.pdf.

[3] De La Cruz, Medina and Tang (2019), Owners of the World’s Listed Companies, https://www.oecd.org/corporate/Owners-of-the-Worlds-Listed-Companies.htm.

[8] PDEx (2024), Listing Qualifications, https://www.pds.com.ph/index.html%3Fpage_id=598.html.

[10] PDEx (2022), Enrollment Checklist: Enrollment Application (Exempt Securities), PDEx.

[7] PDEx (2021), PDEx Rules for the Fixed Income Securities Market, https://www.pds.com.ph/wp-content/uploads/2021/02/PDEx-Rules-for-the-Fixed-Income-Securities-Market-as-Amended-Revised-25-February-2021.pdf.

[12] PDEx (2014), PDEx Listing Fee Schedule, PDEx.

[9] PDEx (2011), Listing Checklist: Listing Application (Registered Securities), PDEx.

[1] PSA (2022), 2022 Philippine MSME Statistics in Brief, https://dtiwebfiles.s3.ap-southeast-1.amazonaws.com/MSME+Resources/2022+Philippine+MSME+Statistics+in+Brief.pdf.

[4] PSE (2024), Consolidated Listing and Disclosure Requirements, https://documents.pse.com.ph/wp-content/uploads/sites/15/2024/04/Consolidated-Listing-and-Disclosure-Rules_as-of-April-2024_FINAL.pdf.

[5] SEC (2024), Schedules of Fees, https://www.sec.gov.ph/forms-and-fees/schedules-of-fees/#gsc.tab=0.

[11] SEC (2024), SEC Form 12-1 Submission checklist, https://www.sec.gov.ph/wp-content/uploads/2024/02/2024Form_SEC-Form-12-1-Submission-Checklist-2024.docx.

[6] SEC (2020), Registration of Debt or Equity Securities, https://www.sec.gov.ph/wp-content/uploads/2020/02/2018_UpdatedRequirementsForRegistrationofDebtOrEquitySecurities.pdf.