Swap of Lands for Stocks - Tax-Free Exchange

February 10, 1993 BIR RULING NO. 061-93 SWAP OF LANDS FOR STOCKS TAX-FREE EXCHANGE 25 (b) (5) (c) 000-00 061-93 Quasha Asperilla Ancheta Pea and Nolasco Don Pablo Bldg., 114 Amorsolo St. Makati, Metro Manila Attention: Atty . Felisa B . Baguilat Attorney-in-Fact This refers to your letter dated January 12, 1993 stating that your client, Kingspoint Investment Limited of HongKong has opened Trust Account No. 76-257-1 with the Rizal Banking & Trust Corporation (RCBC); that on November 4, 1992, it executed a Deed of Assignment whereby it assigned, transferred and conveyed to RCBC Trust Account No. 76-257-1 its 23,336 shares in Pryce Development Corporation; that RCBC Trust Account No. 76-257-1 is beneficially owned by the Transferor, Kingspoint Investment Limited as shown by a certification dated August 24, 1992 of the Trust and Investment Division of the Rizal Commercial Banking Corporation; and that the transfer will not involve any transfer of beneficial ownership. cdta In connection therewith, you now request a ruling to the effect that the transfer by Kingspoint Investment Limited of HongKong of its 23,336 shares in Pryce Development Corporation to its RCBC Trust Account No. 76-257-1 is not subject to tax. In reply thereto, I have the honor to inform you that as represented there is no actual transfer of ownership over the aforementioned 23,336 shares of stock from Kingspoint Investment Limited to its RCBC Trust Account No. 76-257-1, the said transfer is not subject to the capital gains tax imposed under Section 25(b)(5)(C) of the Tax Code, as amended. Moreover, the Deed of Assignment of said shares executed abroad is not subject to the documentary stamp tax. This ruling is being issued based on the facts abovestated. If upon investigation, it is found that the facts are different, this ruling shall be considered automatically revoked as of the date of its issuance. cdt JOSE U. ONG Commissioner of Internal Revenue