Rules on Reportorial Requirements for A) Regional Headquarters under Book III of the Omnibus Investments Code of 1987; B) Foreign Corporations under Title XV of the Corporation Code of the Philippines and Book III, Chapter II of the Omnibus Investments Code of 1987

April 16, 1991 RULES ON REPORTORIAL REQUIREMENTS FOR A) REGIONAL HEADQUARTERS UNDER BOOK III OF THE OMNIBUS INVESTMENTS C OD E OF 1987; B) FOREIGN CORPORATIONS UNDER TITLE XV OF THE CORPORATION C OD E OF THE PHILIPPINES AND BOOK III, CHAPTER II OF THE OMNIBUS INVESTMENTS C OD E OF 1987 Pursuant to the provisions of Sec. 143 of the Corporation Code of the Philippines, the following rules governing foreign corporations and Regional Headquarters of multinational corporations are hereby promulgated for the information and guidance of all concerned: llcd I A. REGIONAL HEADQUARTERS All regional headquarters of multinational companies registered under Book III of the Omnibus Investments Code of 1987 shall submit to the Securities and Exchange Commission the following reports: 1. A General Information Sheet in the prescribed form, within 30 days after the issuance of license. 2. A certificate of inward remittance from a local bank of the amount of at least US$30,000.00 or its equivalent in other foreign currencies and converted the same to Philippine currency within 30 days from receipt of the certificate of registration. 3. Annual report to be submitted within 30 days from anniversary date of registration showing its operations in the Philippines, proofs of inward remittances amounting to at least US$50,000.00 converted into pesos and expenditures in the Philippines during the past year. 4. Notice of change in composition of personnel within 10 days after such change occurs. 5. Written notice at least 15 days before cessation or suspension of operations of the regional headquarters. B. FOREIGN CORPORATIONS All foreign corporations doing business in the Philippines under Sec. 126 in relation to Sec. 148 of the Corporation Code and Book II of the Omnibus Investments Code shall submit the following requirements: 1. Within 60 days from the issuance of certificate of registration, a registered foreign enterprise shall deposit with the Securities and Exchange Commission, securities and bonds or other evidence of indebtedness of the government, shares of stock in BOI-registered enterprises, shares of stock in domestic corporations registered in stock exchanges or any combination of these kinds of securities with an actual market value of at least P100,000.00. 2. Within 6 months after each fiscal year of the licensee (branch office),the following shall be strictly complied with: A. Deposit additional securities equivalent in actual market value to 2% of the amount by which the licensee's gross income for that fiscal year exceeds P5M. B. If the actual market value of the deposit securities decreased by at least 10% of the actual market value at the time of deposit, the licensee shall submit additional securities. However, the following corporations need not comply with the investment requirement: 1. Foreign banking corporations including offshore banking units. cdll 2. Foreign insurance corporations 3. Foreign non-stock corporations including foreign religious corporations 4. Representative offices in the Philippines of foreign corporations 5. Regional or area headquarters of multinational companies 6. Petroleum service contractors 3. Annual reports of its operations together with a financial statement showing assets, liabilities and networth of the Philippine branch, 120 days after the end of the fiscal year of licensee. 4. In the event of merger/consolidation within 60 days after the merger or consolidation becomes effective, licensee shall file with the Securities and Exchange Commission a copy of its articles authenticated by the proper officials of the country under the laws of which such merger was effected provided that if the absorbed corporation is the licensee, it shall file a petition for withdrawal of its license. 5. Submit a General Information Sheet in the prescribed form within 30 days from anniversary date of registration. 6. Written notice of change of resident agent, exact address, transfer or opening of new offices, at least 15 days before and not later than 10 days after said change is effected. 7. At least 6 months advance notice in writing of intention to stop doing business in the Philippines. II. VIOLATIONS OF THESE RULES Any violation of these rules shall be penalized under the corresponding scale of penalties, herein made an integral part of this Rules. cdll These rules shall take effect immediately. (SGD.) ROSARIO N. LOPEZ Chairman Securities and Exchange Commission SCALE OF FINES FOR THE NON FILING/LATE FILING OF THE REPORTORIAL REQUIREMENTS BY FOREIGN CORPORATIONS (APPROVED BY THE COMMISSION ON APRIL 16, 1991) SCALE OF FINES FOR THE NON FILING/LATE FILING OF THE REPORTORIAL REQUIREMENTS BY REGIONAL/AREA HEADQUARTERS OF MULTINATIONAL COMPANIES (APPROVED BY THE COMMISSION ON MAY 19, 1989)