SECURITIES AND EXCHANGE COMMISSION

SEC FORM 12-1 SRS SUBMISSION CHECKLIST

(“SEC HOPES”)

General Instruction
(a) Use of Form SEC HOPES Submission Checklist

This form SEC HOPES1 Pre-Evaluation Checklist shall form part of the application for
registration of securities under Section 8 and 12 of the Securities Regulation Code (SEC
Form 12-1) under the jurisdiction of the Markets and Securities Regulation Department
(“MSRD”) pursuant to SEC Memorandum Circular No. 11, Series of 2017.

(b) Preparation of Form

1. All fields in this form must be filled up.

2. Put N/A if information or exhibit is not applicable in the Exhibit Number column
3. All Exhibits must be submitted unless if not applicable
4. Manually signed by named officer
5. Must be notarized
6. Insert additional rows if necessary
7. These general instructions are not to be filed with application.

(c) Filing and Review

1. For initial application and review: Email digital copies of the following to
[email protected] in PDF and word format:

1.1 OGA Pre-Evaluation Clearance

1.2 SEC HOPES Submission Checklist
1.3 Form 12-1 SRS
1.4 All required Exhibits (in the Exhibit Table)

2. In case of materially incomplete documents, the application shall not be cleared for
receiving by the Department. Please complete the required documents and present for
re-evaluation (including this Pre-evaluation Checklist) by the handling specialist.

3. All emails receive not later than 11:59 pm from Monday to Friday shall be considered
deemed filed within the day. Submissions made on Saturdays, Sundays, and non-
working holidays shall be considered filed on the immediately succeeding business day.

4. Any undertaking to submit any document(s) required to be submitted will not be

accepted and considered or deemed incomplete, except for undertaking to pay the
remaining registration fees application under the Shelf Registration no later than thirty
(30) business days prior to the expiry of the three (3) year period of effectivity of the
registration statement2 and those required under exhibit l.

5. Each of the exhibits required in the exhibit table shall be filed or incorporated by
reference from its previously filed reports provided such information is readily available
and downloadable form the company’s website and as part of the registration
statement.

6. If application is accepted, MSRD will compute the required registration fee and issue a
Payment Assessment Form (PAF).

1
Hospitals Entrepreneurs (SEC Form 12-1 SRS)
2
Rule 8.1.2.3 – 2015 Implementing Rules and Regulation of the SRC
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 7. Registrant shall pay the assessed registration fee 3, and send via email scan copy of any
proof of payment made to start the review and evaluation process.

8. Registrant shall submit two (2) complete sets of the hard copies to MSRD located at the
17th Floor SEC Headquarters, Makati Avenue, Salcedo Village, Brgy. Bel-Air, Makati City,
National Capital Region

9. Registrant shall immediately upload digital copy of the prospectus in its website.

(d) Amendment to the prospectus

In filing of an amended/updated/final prospectus in compliance with MSRD’s findings on

the registration statement, the registrant shall submit:

(1) a letter reply specifying its responses to the findings;

(2) an amended prospectus addressing/incorporating therein the findings of
MSRD and upload the same in its website;
(3) a certified list of the changes made in the amended prospectus and/or
exhibits;
(4) all clearances from CGFD, CRMD, EIDP, OGC.

(e) Request for Confidential Treatment and/or Exemptive Relief

All request for confidential treatment 4 and/or exemptive relief5 in relation to the
application shall be filed simultaneously with the application for registration and pay
the required fee of ₱50,000.00 per issue and per company plus UP Legal Research
Fee.

(f) Review and Procedure

1. All clearances from the pertinent operating department of the Commission shall be
secure and/or completed prior filing of a registration statement with MSRD:

1.1 All corporate actions and approval necessary for the Offer are completed
and secured a Certificate of Good Standing from Company
Registration and Monitoring Department (CRMD).
1.2 A validation of the qualifications and non-disqualifications of its
independent directors and compliance with website template
from Corporate Governance and Finance Department (CGFD).
1.3 A certificate of no pending case from the Office of the General
Counsel (OGC) and Enforcement and Investors Protection Department.
1.4 A pre-evaluation clearance from the Office of the General Accountant
(OGA)

2. Only complete application for registration will be accepted for processing.

3. The review process shall reckon on the date of payment of the assessed registration
fee
4. The Department shall issue a comment letter outlining the findings, issues and
deficiencies identified in the documents submitted
5. Registrant shall comply with additional disclosures in the prospectus and/or
submission of additional documentary requirements within the prescribed date.

3
eSPAYSEC or any branch of LandBank of the Philippines

4
Rule 66.3 of 2015 IRR of the SRC
5
Rule 72.2 of 2015 IRR of the SRC

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 6. The age requirement of the financial statement is
compliant with Part II 5 (A)(iv) of the Revised Rule
68.1.
7. The Department shall present before the Commission
En Banc the registrant’s application for its
consideration based on the available information,
compliance and submission.

MARKETS AND SECURITIES REGULATION DEPARTMENT

Securities Registration Division
SEC HOPES PRE-EVALUATION CHECKLIST
RS APPLICATION # SEC
Use Only

Click or tap to enter a date.

A. REGISTRANT INFORMATION
SEC Registration Number Click or tap here to enter text.

Company Name Click or tap here to enter text.

Principal Office Address Click or tap here to enter text.

Click or tap here to enter

Contact Number#1 Contact Number #2 Click or tap here to enter text.
text.

Click or tap here to enter Alternative Email

Official email (MC#28)
(MC#28)
Click or tap here to enter text.
text.
AUTHORIZED REPRESENTATIVE
Name & Email Click or tap here to enter text.

Position / Designation Click or tap here to enter text.

Company Name Click or tap here to enter text.

Principal Office Address Click or tap here to enter text.

B. CAPITAL STOCK
Authorized Capital Stock No. of Shares Par/Stated Value Amount

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Click or tap here to Click or tap here to ₱ Click or tap here to enter
TOTAL
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Subscribed Capital No. of Shares Par/Stated Value Amount

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Choose an item.
enter text. enter text. text.

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2024 SEC HOPES Submission Checklist v1 Page | 3
 enter text. enter text. text.

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TOTAL
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Paid-Up Capital No. of Shares Par/Stated Value Amount

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Click or tap here to Click or tap here to ₱ Click or tap here to enter
TOTAL
enter text. enter text. text.

C. SECURITIES TO BE REGISTERED/OFFERED:
☐ Initial Public Offering ☐ Follow-On Offering ☐ Direct Public Offering
Type of Registration (Tick Box)
☐ Shelf Registration Tranche: ☐ 1st ☐ 2nd ☐3rd ☐4th ☐5th ☐ 6th (3-years)

Class of Offered Securities No. of Blocks Price/Block Amount

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enter text.
enter text.

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enter text.
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Total here to ₱ Click or tap here to enter text.
enter text.
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D. USE OF PROCEEDS
Description – Order of Priority Amount Disbursement Period
Click or tap here to Click or tap here to enter
1. Click or tap here to enter text.
enter text. text.
Click or tap here to Click or tap here to enter
2. Click or tap here to enter text.
enter text. text.
Click or tap here to Click or tap here to enter
3. Click or tap here to enter text.
enter text. text.
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 Click or tap here to Click or tap here to enter
4. Click or tap here to enter text.
enter text. text.
Click or tap here to Click or tap here to enter
TOTAL
enter text. text.

E. UNDERWRITER(S)
Name of Underwriters Amount Underwritten

Click or tap here to enter

Click or tap here to enter text.
text.
Click or tap here to enter
Click or tap here to enter text.
text.
Click or tap here to enter
Click or tap here to enter text.
text.
Click or tap here to enter
Click or tap here to enter text.
text.
TOTAL

F. LIST OF EXHIBITS SUBMITTED

D ESCRIPTION EXIBIT # REMARKS

Click or
tap here Choose
1. Draft Copy of the Publication of Notice re: Filing
to enter an item.
text.
Click or Choose
2. Latest (A) Articles of Incorporation (B) By-laws. The Articles of Incorporation should already
tap here an item.
reflect the amendments that may be necessary for the legal issuance of the securities
covered by the offering
to enter
text.
Click or Choose
tap here an item.
3. Instruments Defining the Rights of Security Holders of common shares being registered
to enter
text.
Click or Choose
tap here an item.
4. Opinion re: Legality in conformity with the attached Template.
to enter
text.
Click or Choose
tap here an item.
5. Opinion re: Tax Matters in conformity with the attached Template.
to enter
text.
Click or Choose
6. Material Contracts (duly signed contracts entered into with suppliers and or contractors (if
tap here an item.
applicable) The Commission reserves the right to conduct post audit on the relevant
representation
to enter
text.
Click or Choose
tap here an item.
7. Audited Financial Statements
to enter
text.
Click or Choose
tap here an item.
8. List of Subsidiaries (if applicable)
to enter
text.
9. Consent of Experts and Independent Counsel Click or Choose
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 D ESCRIPTION EXIBIT # REMARKS

tap here an item.

to enter
text.
Click or Choose
10. Notarized Curriculum Vitae and Latest Photographs of Officers and Members of the Board of tap here an item.
Directors to enter
text.
Click or Choose
tap here an item.
11. Authorization re: Issuer’s Bank Account
to enter
text.
Click or Choose
tap here an item.
12. Copy of Board Resolution approving the securities offering and authorizing the filing of RS
to enter
text.
Click or Choose
13. Duly verified resolution of the Issuer’s Board of Directors approving the disclosures
tap here an item.
contained in the Registration Statement and Prospectus and assuming liability for the
information contained therein.
to enter
text.
Click or Choose
tap here an item.
14. Manual on Corporate Governance
to enter
text.
ADDITIONAL EXHIBITS
a. Certification that all mandated government permits/licenses are secured and valid, Choose
with a table containing the type of permit/license, issuing agency, Issuance date and an item.
Expiry date as Annex (or reference to the page of the Prospectus where such table of Click or
Permits and Licenses can be found). tap here
In case of permits which are still under application, the table shall indicate the name to enter
of the permit/license, the issuing agency, the date the application was filed, and the text.
current status of the application. The Commission reserves the right to conduct post
audit on this representation.
Click or Choose
tap here an item.
a) Certification on legal proceedings filed against and by the Issuer
to enter
text.
Click or Choose
b) Certification that all AFS of all subsidiaries has been filed with the Commission (if tap here an item.
applicable) to enter
text.
Click or Choose
c) Certification by selling shareholders as to the accuracy of any part of the tap here an item.
Registration Statement contributed by such selling shareholder (if applicable) to enter
text.
Click or Choose
d) Certification from Project Engineer as to percentage of project completion tap here an item.
(construction of hospitals) to enter
text.
Click or Choose
tap here an item.
e) Tax Compliance Report
to enter
text.

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 D ESCRIPTION EXIBIT # REMARKS

Click or Choose
f) Feasibility study prepared by qualified profession on the capacity of the Issuer to tap here an item.
provide Medical Benefits to enter
text.
Click or Choose
tap here an item.
g) Memorandum of Agreement with other Group of Hospitals (if any)
to enter
text.
Click or Choose
h) Permit to Construct Hospital issued by the Bureau of Health Facilities and Services tap here an item.
(BHFS) of the Department of Health (DOH) to enter
text.
Click or Choose
tap here an item.
i) Credit Line/Loan Agreement with any financial institution
to enter
text.
Click or Choose
tap here an item.
j) Environmental Compliance Certificate
to enter
text.
Click or Choose
tap here an item.
k) Development and/or Construction Agreement (Contractors)
to enter
text.
Click or Choose
tap here an item.
l) Certified True Copy of Transfer Certificate Title
to enter
text.
Click or Choose
15. Authorization letter from the registrant designating a representative through whom all tap here an item.
dealings with the Commission regarding the application is coursed to enter
text.
Click or Choose
tap here an item.
16. Certifications and/or Pre-evaluation Form from SEC Operating Department
to enter
text.
Click or Choose
a. OGA - approved pre-evaluation form in compliance with the Revised SRC Rule 68 tap here an item.
(Section 2 D of the Memorandum Circular No. ___) to enter
text.
b. CGFD – Certificate of Qualification of Independent Director and/or Website Template
Choose
12 an item.
for PLCs

Click or Choose
tap here an item.
c. CRMD – Certificate of good standing and/or no dues collectible
to enter
text.
Click or Choose
tap here an item.
d. EIPD – Certificate of no pending case filed or pending with the department
to enter
text.
e. OGC - Certificate of no pending case filed against the company and/or its directors and Click or Choose
officers
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 D ESCRIPTION EXIBIT # REMARKS

tap here an item.

to enter
text.
30. OTHER EXHIBITS

b. Certification from parties involved in the preparation and submission of documents Click or Choose
involving registration with the Commission and listing on an Exchange were done tap here an item.
and with the full knowledge and consent of the parties, i.e. Issuer, Counsel of the to enter
Issuer, Underwriters and Counsel of the Underwriters text.
Click or Choose
tap here an item.
c. Copy of Hospital Construction Plan
to enter
text.
Click or Choose
tap here an item.
d. Copy of Subscription Agreement
to enter
text.
Click or Choose
tap here an item.
e. Certificate of Qualification of Independent Director
to enter
text.
Click or Choose
tap here an item.
f. Security Agreement for Movable Property
to enter
text.
Click or Choose
tap here an item.
j. Deed of Assignment of receivables from Philhealth
to enter
text.
Click or Choose
k. Secretary’s Certification that all corporate actions (e.g. Increase in Authorized Capital
tap here an item.
Stock, Enabling Resolutions, and etc.) and approvals necessary for the Offer are
secured and completed
to enter
text.
l. Undertaking to submit the following documents as soon as available: (i) License to Click or Choose
Operate issued by the DOH; (ii) Healthcare Waste Management Plan; (iii) Copy of tap here an item.
MOA with a private provider of Treatment Storage and Disposal for waste collection; to enter
(iv) LGU permits text.

This pre-evaluation is without prejudice to other substantive deficiencies that maybe noted thereon
during the processing proper wherein a full substantive review of all documents is done and shall
informed the registrant of the findings or action thereon.

Note: The Commission may require additional information or documents, including written information
from an expert, depending on the necessity thereof or their applicability to the class of securities
sought to be registered.

Such a requirement will be included in the comment letter. The Commission reserves the right to
conduct post audit activity on the relevant representation.

CERTIFICATION FROM ISSUER

I, hereby acknowledge that this form serves as an initial evaluation of the documents submitted by (name of
Issuer) on Click or tap to enter a date. in relation to its application for registration and that the MSRD will conduct a
thorough and substantial review of the documents presented as well as to provide comments based thereon,
which shall be subject to the Company's compliance.

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I, the undersigned, certifying the timeliness, accuracy, completeness, and truthfulness of all information contained
in the Registration Statement and Prospectus. We acknowledge that any misrepresentation as to the content of
this checklist, registration statement, and all exhibits will be dealt with accordingly.

Name

President

SUBSCRIBED AND SWORN to before me this _______________________ by affiant who is personally

known to me or whom I have identified through competent evidence of identity.

Name Type of Identification and Number Place of Issuance

Click or tap here to enter
Click or tap here to enter text. Click or tap here to enter text.
text.

NOTARY PUBLIC

Doc. No. _____;

Page No.______;
Book No.______;
Series of 20____.

------------------------------------------------- DO NOT FILL UP – FOR MSRD STAFF ONLY ---------------------------------------------

RECOMMENDATION:

Accept Application Return to Applicant for completion of documents

Acknowledged by:

(Name) (Name)

MSRD-SRD Staff Authorized Representative

REMARKS

Click or tap here to enter text.

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