PSE Circular for Brokers No. 595-98

April 3, 1998 PSE CIRCULAR FOR BROKERS NO. 595-98 SEC FORM 34-C Information Statement Pursuant to Section 34(c) of The Revised Securities Act 1. Check the appropriate box: x Preliminary Information Statement Definitive Information Statement 2. Name of Registrant as specified in its Charter SOUTH CHINA PETROLEUM AND EXPLORATION, INC. 3. Province, country or other jurisdiction or incorporation or organization: Not Applicable 4. SEC Identification Number: ASO92-6441 5. BIR Tax Identification Number: 001-945-016 6. Address of principal office 8th floor, Vicente Madrigal Building, 6793 Ayala Avenue, 1200 Makati City 7. Registrant's telephone number, including area code: (632) 812-2383/892-2049 8. Date, time and place of the meeting of security holders 08 May 1998 at 2:00 p.m. The Peninsula Manila, corner of Ayala and Makati Avenue Makati City 9. Approximate date on which the Information Statement is to be first sent or given to security holders: 24 April 1998 10. Securities registered pursuant to Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding Common Shares 906,559,568 11. Are any or all of registrant's securities listed on the Philippine Stock Exchange? Yes x No Date, Time and Place of Meeting of Security Holders The annual stockholders' meeting shall be held on 08 May 1998 at 2:00 p.m. at The Peninsula Manila, Corner of Ayala and Makati Avenue in Makati City. Proxy WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. Dissenters' Right of Appraisal The appraisal right of a stockholder may be exercised only when a proposed corporate action would involve a fundamental change in the corporation in the cases provided by law. It is not applicable to this meeting. Voting Securities Stockholders of record of the Corporation as of 18 April 1998 entitled to vote during the annual stockholders' meeting on 08 May 1998 is 906,559,568 common shares unclassified with a par of P1.00 each. Cumulative Voting Pursuant to the Corporation Code, every stockholder is entitled to vote such number of shares for as many persons as there are directors or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates he shall see fit; provided, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected. LLpr Securities Ownership of Certain Record and Beneficial Owners and Management as of 18 April 1996 (owning more than 10% of any class of voting securities) Name of Record/ Beneficial Owner Title of Class ownership (indicate by "r" or "b") Amount and nature of record/beneficial Percent of class Edgardo P. Reyes Common 231,853,123 B 25.575% Wilfrido P. Reyes Common 231,853,123 B 25.575% Belen R. Castro Common 231,353,122 B 25.519% 695,059,368 76.669% ========= ======= Directors and Executive Officers The following are the names of all Directors of the Corporation: Office Name Birthdate Chairman of the Board Edgardo P. Reyes 02 December 1954 President Wilfrido P. Reyes 21 January 1947 Director, Vice President Belen R. Castro 09 April 1948 and Treasurer Director Felix K. Maramba, Jr. 07 February 1925 Director Felipe U. Yap 12 July 1937 Compensation of Directors and Executive Officers 1996 1997 1998 EDGARDO P. REYES (CEO) P260,000 P312,000 P312,00 Chairman WILFRIDO P. REYES President Two (2) most highly compensated Executive Officers P562,000 P739,200 P780,000 DAVID R. BALADAD VP for Operations HERMIE T. DEANO Acctg. Manager P822,000 P1,051,200 P1,092,000 ======= ======== ======= Independent Public Accountant The Corporation recommends the appointment of Cycip Gorres Velayo & Co. as the Principal Accountant of the Corporation. Sycip Gorres Velayo & Co. is the incumbent Public Accountant of the Company. Action with Respect to Reports The minutes of the last stockholders' meeting and the report of management shall be submitted for the approval of the stockholders while the acts and transactions of the Board of Directors and Officers shall be submitted for the ratification of the stockholders. Amendment of Charter The amendment of the Corporation's Articles of Incorporation changing its corporate name from South China Petroleum and Exploration, Inc. to South China Resources, Inc. shall be submitted for the approval of the stockholders. The change in the corporate name has been proposed in order to reflect the Corporation's investment in areas not strictly related to oil exploration. The change in the corporate name will not have any substantial effect on the Corporation. Voting Procedures The approval of the minutes of the last stockholders meeting and the report of management, as well as the ratification of the acts and transactions of the Board of Directors, will require approval of a majority of all the stockholders present or represented during the annual meeting. The approval of the amendment of the Corporation's Articles of Incorporation will require the vote of two-thirds (2/3) of the stockholders present or represented at the annual meeting. The vote required for the election of Directors shall be through cumulative voting. prLL