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NorthPine Properties, Inc.

BIR Ruling [DA-171-08] • Bureau of Internal Revenue (BIR) Issuances • Rulings (Unnumbered) • Mar 17, 2008

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March 17, 2008 BIR RULING [DA-171-08] Secs. 52 (C); 53 DA-011-2006; DA-528-2006 NorthPine Properties, Inc. c/o NorthPine Land, Inc. 15th Floor, The Taipan Place F. Ortigas, Jr. Rd. Ortigas Center, Pasig City Attention: Mr. Arnel O. Medina AVP-Finance & Administration Gentlemen : This refers to your letter dated July 30, 2007 requesting for an extension of ninety (90) days within which to file the short period return for NorthPine Properties, Inc. (NPP), the absorbed corporation, as a result of its merger with NorthPine Land, Inc. (NPL) which was approved by the Securities and Exchange Commission on July 5, 2007. It is represented that NPL and NPP are domestic corporations both engaged in the business of acquiring, holding, developing and selling real estate properties; that they are registered with the SEC under SEC Registration Nos. AS096-004391 and A1996-03545; that the board of directors and stockholders of NPL and NPP approved the merger of both corporations where NPL will be the surviving corporation and NPP will be the absorbed corporation; that the Articles and Plan of Merger by and between NPL and NPP were filed with the SEC on April 30, 2007; that the Articles and Plan of Merger were approved by the SEC on July 5, 2007, that currently, NPP is in the process of engaging its external auditor to conduct an audit and prepare the Audited Financial Statements which would be the basis for the short period return; that NPP is still completing the closure of its books and compiling the records and documents necessary for the external audit; and that it will be physically impossible for NPP to meet the August 4, 2007 deadline for filing its short period return. CHTcSE Pursuant to Section 52 (C) of the Tax Code of 1997, as amended, in relation to BIR Ruling No. 10-2002 dated February 19, 2002, the requirement for the filing of the short period return is applicable to an absorbed corporation in cases of merger. For this purpose, the short period return should be filed within thirty (30) days from the SEC approval of the merger. Considering that the merger between NPL and NPP was approved on July 5, 2007, NPP was required to file its short period return on or before August 4, 2007. In reply, please be informed that the above-cited reasons are found to be meritorious, thus, your request for an extension of 90 days reckoned from the original deadline of August 4, 2007, or until November 2, 2007 within which to file the short period return of NPP is hereby granted pursuant to Section 53 of the Tax Code. (BIR Rulings No. DA-011-2006 dated January 19, 2006 and DA-528-2006 dated September 1, 2006) This ruling is being issued on the basis of the foregoing facts as represented. However, if upon investigation, it is disclosed that the facts are different, this ruling shall be considered null and void. Very truly yours, Commissioner of Internal Revenue By: (SGD.) JAMES H. ROLDAN Assistant Commissioner Legal Service

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