DA ITAD BIR Ruling No. 071-08

October 29, 2008 DA ITAD BIR RULING NO. 071-08 Article 11 (Interest); Philippines-Singapore tax treaty; BIR Ruling No. DA-ITAD 169-06 Sycip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati City Attention: Atty. Fabian K. Delos Santos Partner, Tax Services Gentlemen : This refers to your letter dated April 3, 2007, requesting confirmation that interests on loans to be paid to Sumifru Singapore Pte. Ltd. (hereinafter, Sumifru Singapore ) by certain domestic corporations in the Philippines are subject to Philippine income tax at the rate of 15% based on the gross amount thereof, pursuant to the Convention between the Republic of the Philippines and the Republic of Singapore for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income (Philippines-Singapore tax treaty) . 1 aAHDIc BASIC FACTS It is represented that Sumifru Singapore is a corporation organized and existing under the laws of Singapore, as evidenced by the relevant Certificate Confirming Incorporation of Company dated November 5, 2006, issued by the Accounting and Corporate Regulatory Authority of Singapore; that Sumifru Singapore was incorporated on March 30, 2006, under the Companies Act (Cap 50) of Singapore, and that it is a private company limited by shares; that Sumifru Singapore has its address at 3 Phillip Street, No. 08-04 Commerce Point, Singapore 048693; that Sumifru Singapore is licensed by the Securities and Exchange Commission of the Philippines to establish a regional operating headquarters in the Philippines under Certificate of Registration and License dated July 26, 2006 and SEC Registration No. FS200611778; that the Regional Operating Headquarters is licensed to engage in general administration and planning, business planning and coordination, sourcing/procurement of raw materials and components, corporate finance advisory services, marketing control and sales promotion, training and personnel management, logistic services, research and development services and product development, technical support and maintenance, data processing, and communication and business development; and that the Regional Operating Headquarters has its address at AMS Compound, F. Torres Street, Davao City, Philippines. It is further represented that Sumifru Singapore, in the Resolutions in Writing of its Board of Directors dated November 9, 2006, has resolved for the immediate cessation of the operation of the Regional Operating Headquarters by reason of the forthcoming corporate restructuring plan of Sumifru Singapore ; that on October 25, 2006, pursuant to this resolution, the Regional Operating Headquarters, through its Resident Agent, Mr. Roger M. Guadalquiver, has filed a petition with the Securities and Exchange Commission for the closure/withdrawal of the business operations of the Regional Operating Headquarters; that on April 2, 2007, the Securities and Exchange Commission granted this petition by issuing the relevant Certificate of Cancellation of License of a Multinational Company to Establish a Regional Operating Headquarters in the Philippines; and that based on the notarized Affidavit of No Creditors and Affidavit of Non-Operation dated January 31 and March 16, 2007, respectively, executed by the Resident Agent of the Regional Operating Headquarters, the Regional Operating Headquarters has not engaged in any business operations in the Philippines from the date of the issuance of its Certificate of Registration and License by the Securities and Exchange Commission on July 26, 2006, up to present, and that there has been no outstanding creditors holding claims against the Regional Operating Headquarters as of those dates. cdll Loan Agreements between PSBW Limited and AJMR Holding Company, Ltd., AJMR Port Services Corporation, Pacific Services & Packaging Enterprises, Inc., PSC Diversified Fruits, Inc. and Sumifru (Philippines) Corporation It is further represented that on January 26 and June 3 and 8, 2006, PSBW Limited (hereinafter, PSBW), (a corporation organized and existing under the laws of Hong Kong, with address at Unit 2613, 26th Floor, Miramar Tower, 132 Nathan Road, Tsin Sha Tsui, Kowloon, Hong Kong) has entered into separate Loan Agreements with AJMR Holding Company, Ltd. , 2 AJMR Port Services Corporation, 3 Pacific Services & Packaging Enterprises, Inc. , 4 PSC Diversified Fruits, Inc. , 5 and Sumifru (Philippines) Corporation 6 (hereinafter, AJMR Holding, AJMR Port, Pacific Services, PSC Diversified and Sumifru Philippines, respectively), all corporations organized and existing under the laws of the Philippines; that these domestic corporations are engaged in the following business activities: (1) for AJMR Holding : development and production of agricultural products (particularly, bananas) in the Philippines, (2) for AJMR Port : providing of port ancillary services in the Philippines, and (3) for Pacific Services, PSC Diversified and Sumifru Philippines : export service, operation management and consulting of agricultural products (like bananas) in the Philippines; and that these domestic corporations have their addresses at: (1) for AJMR Holding and AJMR Port : AJMR Compound, F. Torres Street, Davao City, Davao del Sur, Philippines, (2) for Pacific Services and PSC Diversified: 2nd Floor, Nicolas Building, Jose P. Laurel Avenue, Davao City, Davao del Sur, Philippines, and (3); for Sumifru Philippines : 3rd Floor, Pacific Star Building, Senator Gil Puyat Avenue corner Makati Avenue, Makati City, Philippines; that under the Loan Agreements, PSBW, as lender, granted loans to these five domestic corporations, the purpose of such loan being (1) for AJMR Holding, to fund its development and planting of banana plantations and processing of bananas for export, (2) for AJMR Port, to fund its capital expenditure requirements for its port project, (3) for Pacific Services and PSC Diversified, to fund their capital expenditure requirements, and (4) for Sumifru Philippines, to fund its additional investment and capital expenditure requirements; and that the terms of the loans are detailed as follows: Loan Agreement Principal Interest Proof of Inward Remittance Loan Agreement US$7,843,137.00 6% An amount of with AJMR Principal payable in Interest payable in one US$7,843,127.00 was Holding dated one single payment on single payment on credited earlier to June 8, 2006 December 29, 2006. December 29, 2006. AJMR Holding's Maturity is extendable account with and/or convertible to Metropolitan Bank and equity at PSBW's Trust Company discretion. (Metrobank) Davao Center Branch (under Savings Account No. 2-008-01307-6) on May 16, 2006. 7 Loan Agreement US$2,789,659.66 PSBW's borrowing An amount of with AJMR Port Principal payable in interest rate plus 1%, US$2,789,649.66 was dated January 26, one single payment on or 6%, whichever is credited earlier to 2006 November 30, 2010. higher AJMR Port's account Interest payable in one with Metrobank Davao single payment on Roxas Branch (under November 30, 2010. Dollar Savings Account No. 665-2665-00198-3) on December 10, 2005. 8 Loan Agreement US$2,898,550.72 6.19% An amount of with AJMR Port Principal payable in Interest payable in one US$2,898,540.72 was dated June 3, 2006 one single payment on single payment on credited earlier to January 31, 2011. January 31, 2011. AJMR Port's account Maturity is extendable Interest period is from with Metrobank Davao and/or convertible to February 6, 2006 to Roxas Branch (under equity at PSBW's January 31, 2011. Dollar Savings Account discretion. No. 665-2665-00198-3) on February 7, 2006. 9 Loan Agreement US$1,600,000.00 6.6% An amount of with Pacific Principal payable in 10 Interest payable US$1,600,000.00 Services dated semiannual semiannually from was credited earlier to June 3, 2006 installments of November 24, 2006 to Pacific Services' US$160,000.00 from January 31, 2011. account with November 24, 2006 to Interest period is from Metrobank Davao January 31, 2011. May 25, 2006 to Bajada Branch (under January 31, 2011. Dollar Savings Account No. 2-239-00602-1) on May 28, 2006. 10 Loan Agreement US$1,500,000.00 7% An amount of with PSC Principal payable in 10 Interest payable US$1,500,000.00 Diversified dated semiannual semiannually from was credited earlier to June 3, 2006 installments of September 29, 2006 to PSC Diversified's US$150,000.00 from January 31, 2011. account with September 29, 2006 to Interest period is from Metrobank Davao January 31, 2011. April 7, 2006 to Bajada Branch (under January 31, 2011. Dollar Savings Account No. 2-239-00585-8) on April 11, 2006. 11 Loan Agreement US$2,660,000.00 6.44% - with Sumifru Principal payable in Interest payable Philippines dated one single payment on quarterly on May 16, June 3, 2006 February 16, 2007. 2006 to February 16, 2007. Interest period is from February 16, 2006 to February 16, 2007. In 2006, interest is payable on May 16, August 16, and November 16. Loan Agreement US$3,500,000.00 6.37% - with Sumifru Principal payable in 20 Interest payable Philippines dated quarterly installments quarterly from June 6, June 3, 2006 of US$175,000.00 from 2006 to January 31, June 6, 2006 to 2011. Interest period is January 31, 2011. from March 6, 2006 to January 31, 2011. In 2006, interest is payable on June 6, September 6 and December 6. Deeds of Assignment of Loan to Sumifru Singapore It is further represented that on July 14, 2006, PSBW has entered into separate Deeds of Assignment of Loan with Sumifru Singapore for the loans granted by PSBW to the five domestic corporations; that under the Deeds of Assignment, PSBW assigned all its rights and interests in such loans to Sumifru Singapore ; that in consideration therefore, Sumifru Singapore will be paying PSBW the outstanding principals and accrued interests of such loans as of July 14, 2006, detailed as follows: Loan Agreement Outstanding Principal Accrued Interest 1. Loan Agreement with US$7,843,137.00 US$78,431.37 AJMR Holding dated June 8, 2006 2. Loan Agreement with US$2,789,659.66 US$102,134.71 AJMR Port dated January 26, 2006 3. Loan Agreement with US$2,898,550.72 US$78,681.96 AJMR Port dated June 3, 2006 4. Loan Agreement with US$1,600,000.00 US$14,666.67 Pacific Services dated June 3, 2006 5. Loan Agreement with PSC US$1,500,000.00 US$28,583.33 Diversified dated June 3, 2006 6. Loan Agreement with US$2,660,000.00 US$28,074.82 Sumifru Philippines dated June 3, 2006 7. Loan Agreement with US$3,325,000.00 US$22,356.93 Sumifru Philippines dated June 3, 2006 that the payments will be remitted by Sumifru Singapore to PSBW's account with Sumitomo Mitsui Banking Corporation Singapore Branch (under U.S. Dollar Current Account No. 1381529-1) through telegraphic transfer; that as a result of the assignments, the five domestic corporations will be paying the outstanding principals and accruing interests of such loans to Sumifru Singapore, from July 14, 2006, until the maturity of the loans; and that the payments will be remitted by the five domestic corporations to Sumifru Singapore's account with Sumitomo Mitsui Banking Corporation Singapore Branch (under Current Account No. 1000467-1) through telegraphic transfer. SCaIcA Loan Agreements between Sumifru Singapore and Sumifru Philippines, Nature's Land Agri-Ventures, Inc. and Upland Banana Corporation It is further represented that on September 21, 2006, Sumifru Singapore entered into separate Loan Agreements with Sumifru Philippines, Nature's Land Agri-Ventures, Inc. 12 and Upland Banana Corporation 13 (hereinafter, Nature's Land and Upland Banana, respectively); that Nature's Land and Upland Banana are also corporations organized and existing under the laws of the Philippines; that Nature's Land and Upland Banana are engaged in the development and production of agricultural products (particularly, bananas) in the Philippines, and that both have the same address at AMS Compound, F. Torres Street, Davao City, Davao del Sur, Philippines; that under the Loan Agreements, Sumifru Singapore, as lender, granted loans to Sumifru Singapore, Nature's Land and Upland Banana, the purpose of which is, for Sumifru Philippines, to fund its capital expenditure requirements, and for Nature's Land and Upland Banana, to fund their operational requirements in the development and production of bananas; and that the terms of the loans are detailed as follows: Loan Agreement Principal Interest Proof of Inward Remittance 1. Loan Agreement PHP150,000,000.00 6% An amount of with Sumifru or its equivalent Interest payable in one US$2,419,987.00 was Philippines in U.S. Dollars single payment on credited to AJMR Principal payable in December 31, 2006. Holding's account with one single payment on (Metrobank) Davao December 31, 2006. Roxas Branch (Dollar Maturity is extendable Savings Account No. and/or convertible to 665-2665-00273-4) on equity at Sumifru September 26, 2006. 14 Singapore's discretion. 2. Loan Agreement PHP100,000,000.00 6% An amount of with Nature's or its equivalent Interest payable in one US$1,984,633.89 was Land in U.S. Dollars single payment on credited to Nature's Principal payable in December 31, 2006. Land's account with one single payment on Banco de Oro Universal December 31, 2006. Bank (Banco de Oro) Maturity is extendable Davao J.P. Laurel and/or convertible to Avenue Branch (Dollar equity at Sumifru Savings Account No. Singapore's discretion. 1730057363) on October 2, 2006. 15 3. Loan Agreement US$2,420,000.00 6.7% An amount of with Upland Principal payable in 10 Interest payable US$2,979,436.85 was Banana semiannual semiannually from credited to Upland installments of March 22, 2007 to Banana's account with US$242,000.00 from September 22, 2011. Banco de Oro Davao March 22, 2007 to Interest period is from J.P. Laurel Avenue September 22, 2011. September 22, 2006 to Branch (Dollar Savings September 22, 2011. Account No. 1730057371) on September 29, 2006. 16 Deed of Assignment of Loan to AJMR Port It is further represented that on December 11, 2006, Sumifru Philippines has entered into a Deed of Assignment of Loan with AJMR Port whereby Sumifru Philippines assigned all its rights and obligations interests in such loans to Sumifru Singapore and Sumifru Singapore entered into a Deed of Assignment of Loan whereby Sumifru Philippines assigned to AJMR Port all its rights and obligations under the following loan agreements with Sumifru Singapore : (1) Loan Agreement dated June 3, 2006 with principal of US$2,660,000.00, originally with PSBW but subsequently assigned by PSBW to Sumifru Singapore under a Deed of Assignment dated July 14, 2006, (2) Loan Agreement dated June 3, 2006 with principal of US$3,500,000.00, originally with PSBW but subsequently assigned by PSBW to Sumifru Singapore under a Deed of Assignment dated July 14, 2006, and (3) Loan Agreement dated September 21, 2006 with principal of PHP150,000,000.00 (US$2,419,987.00); that prior to the effectivity of the Deed of Assignment on December 2, 2006, Sumifru Philippines, as the borrower, would be paying Sumifru Singapore the accruing interests on the loans subject of the three Loan Agreements; and that upon the effectivity of the Deed of Assignment, AJMR Port, as the new obligor, will be paying Sumifru Singapore the balance of such loans amounting to US$8,230,000.00 and the accruing interests of the loans until their maturity. ITAaHc RULING A. On income tax In reply, please be informed that paragraphs 1 and 2, Artic le 1 1 of the Philippines-Singapore tax treaty, as quoted below, provide for the taxation of interest arising in the Philippines and derived by a resident of Singapore, thus: "Article 11 Interest 1. Interest arising in a Contracting State and paid to a resident of the other Contracting State may be taxed in that other State. 2. However, such interest may be taxed in the Contracting State in which it arises, and according to the law of that State, but if the recipient is the beneficial owner of the interest the tax so charged shall not exceed 15 per cent of the gross amount of the interest. The competent authorities of the Contracting States shall by mutual agreement settle the mode of application of this limitation." Under paragraph 1, interest arising in the Philippines and derived by a resident of Singapore may be taxed in Singapore; under paragraph 2, such interest may also be taxed in the Philippines in which it arises, but if the recipient is the beneficial owner of the interest the tax so charged shall not exceed 15% of the gross amount of the interest. However, this tax treatment will not apply if Sumifru Singapore has a permanent establishment in the Philippines and the loans in respect of which the interests are paid are effectively connected with such permanent establishment; in such case, the interests will be considered as business profits of the permanent establishment and taxed accordingly. Paragraph 4 of Article 11 provides: "4. The provisions of paragraphs 1 and 2 shall not apply if the recipient of the interest, being a resident of a Contracting State, carries on in the other Contracting State in which the interest arises a trade or business through a permanent establishment situated therein, or performs in that other State professional services from a fixed base situated therein and the debt-claim in respect of which the interest is paid is effectively connected with such permanent establishment or fixed base. In such a case, the provisions of Article 7 or Article 14, as the case may be, shall apply." THDIaC A permanent establishment is defined in paragraphs 1 and 2, Article 5 of the Philippines-Singapore tax treaty below, thus: "Article 5 Permanent Establishment 1. For the purposes of this Convention, the term 'permanent establishment' means a fixed place of business in which the business of the enterprise is wholly or partly carried on. 2. The term 'permanent establishment' includes specially but is not limited to: a) A seat of management; b) A branch; c) An office; d) A store or other sales outlet; e) A factory; f) A workshop; g) A warehouse, in relation to a person providing storage facilities for others; h) A mine, quarry, or other place of extraction of natural resources; i) A building site or construction or assembly project or installation project or supervisory activities in connection therewith, provided such site, project or activity continues for a period more than 183 days; and j) The furnishing of services, including consultancy services, by a resident of one of the Contracting States through employees or other personnel, provided activities of that nature continue (for the same or a connected project) within the other Contracting State for a period or periods aggregating more than 183 days." In the case of the Regional Operating Headquarters (ROHQ) of Sumifru Singapore in the Philippines (as described previously) which might be in the nature of an office (under subparagraph (b) above), the same will be considered a permanent establishment if by definition it is a fixed place of business in which the business of the enterprise (Sumifru Singapore) is wholly or partly carried on . In this regard, while the ROHQ is a fixed place of business by the fact that the Securities and Exchange Commission has issued the relevant Certificate of Registration and License for its operation and that it has an address in the Philippines at AMS Compound, F. Torres Street, Davao City, Philippines, it does not follow that Sumifru Singapore carried out its business, wholly or partly, through such ROHQ. In this case, it is represented by the Resident Agent of the ROHQ in his notarized Affidavit of Non-Operation dated January 31, 2007 that the ROHQ has not engaged in any business operations in the Philippines from the date of the issuance of its Certificate of Registration and License on July 26, 2006, and up to January 31, 2007. This being the case, the provisions of paragraph 2, Artic le 1 1 of the Philippines-Singapore tax treaty will apply on such interests derived by Sumifru Singapore . CEcaTH Based on the representations, following the assignment of the loans from one creditor (PSBW) to another (Sumifru Singapore) and from one obligor (Sumifru Philippines) to another (AJMR Port), the current creditors and obligors of such loans are now as follows: 1. Loan Agreement between PSBW and AJMR Holding dated June 8, 2006 with principal of US$7,843,137.00. This was assigned by PSBW to Sumifru Singapore under a Deed of Assignment of Loan dated July 14, 2006. Current creditor is Sumifru Singapore and current obligor is AJMR Holding . 2. Loan Agreement between PSBW and AJMR Port dated January 26, 2006 with principal of US$2,789,659.66. This was assigned by PSBW to Sumifru Singapore under a Deed of Assignment of Loan dated July 14, 2006. Current creditor is Sumifru Singapore and current obligor is AJMR Port . 3. Loan Agreement between PSBW and AJMR Port dated June 3, 2006 with principal of US$2,898,550.72. This was assigned by PSBW to Sumifru Singapore under a Deed of Assignment of Loan dated July 14, 2006. Current creditor is Sumifru Singapore and current obligor is AJMR Port . 4. Loan Agreement between PSBW and Pacific Services dated June 3, 2006 with principal of US$1,600,000.00. This was assigned by PSBW to Sumifru Singapore under a Deed of Assignment of Loan dated July 14, 2006. Current creditor is Sumifru Singapore and current obligor is Pacific Services . 5. Loan Agreement between PSBW and PSC Diversified dated June 3, 2006 with principal of US$1,500,000.00. This was assigned by PSBW to Sumifru Singapore under a Deed of Assignment of Loan dated July 14, 2006. Current creditor is Sumifru Singapore and current obligor is PSC Diversified. 6. Loan Agreement between PSBW and Sumifru Philippines dated June 3, 2006 with principal of US$2,660,000.00. This was assigned by PSBW to Sumifru Singapore under a Deed of Assignment of Loan dated July 14, 2006, and by Sumifru Philippines to AJMR Port under a Deed of Assignment of Loan dated December 11, 2006. Current creditor is Sumifru Singapore and current obligor is AJMR Port . ATEHDc 7. Loan Agreement between PSBW and Sumifru Philippines dated June 3, 2006 with principal of US$3,500,000.00. This was assigned by PSBW to Sumifru Singapore under a Deed of Assignment of Loan dated July 14, 2006, and by Sumifru Philippines to AJMR Port under a Deed of Assignment of Loan dated December 11, 2006. Current creditor is Sumifru Singapore and current obligor is AJMR Port . 8. Loan Agreement between Sumifru Singapore and Sumifru Philippines dated September 21, 2006 with principal of PHP150,000,000.00 or its equivalent in U.S. Dollars. This was assigned by Sumifru Philippines to AJMR Port under a Deed of Assignment of Loan dated December 11, 2006. Current creditor is Sumifru Singapore and current obligor is AJMR Port . 9. Loan Agreement between Sumifru Singapore and Nature's Land dated September 21, 2006 with principal of PHP100,000,000.00 or its equivalent in U.S. Dollars. Current creditor is Sumifru Singapore and current obligor is Nature's Land. EACIaT 10. Loan Agreement between Sumifru Singapore and Upland Banana dated September 21, 2006 with principal of US$2,420,000.00. Current creditor is Sumifru Singapore and current obligor is Upland Banana. Accordingly, pursuant to paragraph 2, Article 11 of the Philippines-Singapore, inasmuch as Sumifru Singapore is a resident of Singapore who is the beneficial owner of the interests accruing on such loans mentioned above, this Office is of the opinion and hereby confirms that the interests to be paid to Sumifru Singapore by the current obligors and by Sumifru Singapore are subject to Philippine income tax at the rate of 15% of the gross amount thereof. (BIR Ruling No. DA-ITAD 169-06 dated December 22, 2006.) Inasmuch as PSBW is not a resident of Singapore but of Hong Kong (which does not have an existing tax treaty with the Philippines yet), interests to be paid by Sumifru Philippines to PSBW on May 16 and June 6, 2006, as mentioned above, are subject to income tax under Section 28 (B) (5) (a) of the National Internal Revenue Code of 1997 (Tax Code of 1997), as amended by Republic Act No. 9337, 17 which provides: "SEC. 28. Rates of Income Tax on Foreign Corporations . xxx xxx xxx (B) Tax on Nonresident Foreign Corporation. xxx xxx xxx (5) Tax on Certain Incomes Received by a Nonresident Foreign Corporation. (a) Interest on Foreign Loans. A final withholding tax at the rate of twenty percent (20%) is hereby imposed on the amount of interest on foreign loans contracted on or after August 1, 1986;" B. On documentary stamp tax Finally, pursuant to Section 179 of the National Internal Revenue Code of 1997, as amended by Republic Act No. 9243, 18 the ten Loan Agreements subject of this ruling are subject to documentary stamp tax, thus: DHcESI "SEC. 179. Stamp Tax on All Debt Instruments . On every original issue of debt instruments, there shall be collected a documentary stamp tax of One peso (P1.00) on each Two hundred pesos (P200), or fractional part thereof, of the issue price of any such debt instrument: Provided, That for such debt instruments with terms of less than one (1) year, the documentary stamp tax to be collected shall be of a proportional amount in accordance with the ratio of its terms in number of days to three hundred sixty-five (365) days: Provided, further, That only one documentary stamp tax shall be imposed on either loan agreement, or promissory notes issued to secure such loan. For purposes of this section, the term debt instrument shall mean instruments representing borrowing and lending transactions including but not limited to debentures, certificates of indebtedness, due bills, bonds, loan agreements, including those signed abroad wherein the object of the contract is located or is used in the Philippines, instruments and securities issued by the government or any of its instrumentalities, deposit substitute debt instruments, certificates or other evidences of deposits that are either drawing interest significantly higher than the regular savings deposit taking into consideration the size of the deposit and the risks involved or drawing interest and having a specific maturity date, orders for payment of any sum of money otherwise than at sight or on demand, promissory notes, whether negotiable or non-negotiable, except bank notes issued for circulation." (BIR Ruling No. DA-ITAD 169-06 dated December 22, 2006.) This ruling is issued on the basis of the facts as represented. However, if upon investigation it shall be disclosed that the actual facts are different, then this ruling shall be without force and effect insofar as the herein parties are concerned. Very truly yours, Commissioner of Internal Revenue By: (SGD.) GREGORIO V. CABANTAC Deputy Commissioner Footnotes 1. Signed on August 1, 1977, and became effective on January 1, 1977. ETIHCa 2. Under SEC Company Registration No. D804833. 3. Under SEC Company Registration No. CS200428899. 4. Under SEC Company Registration No. CS200428900. 5. Under SEC Company Registration No. CS200528697. 6. Under SEC Company Registration No. CS200341519. 7. Based on the bank's notarized Certification of Inward Remittance No. 2006-419 dated December 8, 2006. 8. Based on the bank's notarized Certification of Inward Remittance No. 665-005-007 dated December 19, 2005. 9. Based on the bank's notarized Certification of Inward Remittance No. 665-005-008 dated February 17, 2006. 10. Based on the bank's notarized Certification of Inward Remittance dated December 8, 2006. 11. Based on the bank's notarized Certification of Inward Remittance dated December 8, 2006. 12. Under SEC Company Registration No. CS200431352. 13. Under SEC Company Registration No. D200100960. 14. Based on the bank's notarized Certification of Inward Remittance No. 665-006-087 dated October 11, 2006. 15. Based on the bank's notarized Certification of Inward Remittance No. 3161-2006-0929 dated October 17, 2006. cASIED 16. Based on the bank's notarized Certification of Inward Remittance No. 3161-2006-0929 dated October 12, 2006. 17. Entitled An Act Amending Sections 27, 28, 34, 106, 107, 108, 109, 110, 111, 112, 113, 114, 116, 117, 119, 121, 148, 151, 236, 237 and 288 of the National Internal Revenue Code of 1997, As Amended, and for Other Purposes , which was signed into law on May 24, 2005, and became effective in November 2005. 18. Entitled An Act Rationalizing the Provisions on the Documentary Stamp Tax of the National Internal Revenue Code of 1997, as Amended, and for Other Purposes, which was signed into law on February 17, 2004, and became effective on March 20, 2004.