Bank of South Wales

July 1, 1982 The Manager Bank of South Wales P.O. Box 16 Preston, Victoria 3072 Australia Sir : This refers to your letter dated May 27, 1982 addressed to the Central Bank of the Philippines, requesting for the requirements to enable the "Asian Pacific Christian Mission" to engage in missionary activities in the Philippines. prcd Before a foreign non-stock corporation can be allowed to do business/engage in any activities in the Philippines, it must secure a license from the Securities and Exchange Commission, by filing an application therefor, which must be under oath, and specifically setting forth the following: 1. The date and term of incorporation; 2. The address, including the street number of the principal office of the corporation in the country or state of incorporation; 3. The name and address of its resident agent authorized to accept summons and process in all legal proceedings and, pending the establishment of a local office, all notices affecting the corporation; 4. The place in the Philippines where the corporation intends to operate; 5. The specific purposes of the corporation which it intends to pursue in the transaction of its business/activities in the Philippines; Provided, that said purpose or purposes are those specifically stated in the certificate of authority issued by the appropriate government agency; 6. The name and addresses of the present directors and officers of the corporation. The application for license must be accompanied by the following. 1. Certified copy of the resolution of the Board of Directors of the corporation authorizing the establishment of a branch or representative office in the Philippines. 2. A certificate of reciprocity under oath by the authorized official or officials of the jurisdiction of its incorporation, attesting to the fact that the laws of the country or state of the applicant allow Filipino citizens and corporations to do business therein and that the applicant is an existing corporation in good standing. If such certificate is in a foreign language, a translation thereof in English under oath of the translator shall be attached thereto. 3. A written power of attorney designating some person who must be a resident of the Philippines or a domestic corporation on whom any summons and other legal processes may be served in all actions or other legal proceedings against such corporation, and consenting that service upon such resident agent shall be admitted and held as valid as if served upon the duly authorized officers of the foreign corporation at its home office. 4. A copy of the articles of incorporation and by-laws, their amendments, if any, certified in accordance with law and their translation to an official language of the Philippines, if it is in a foreign language. 5. An agreement or stipulation executed by a duly authorized officer of the foreign corporation to the effect that if at any time the said corporation shall cease to transact business in the Philippines, or shall be without any resident agent in the Philippines on whom any summons or other legal processes may be served, in any action or processing arising out of any business or transaction which occurred in the Philippines, then service of any summons or other legal processes may then be made upon the Securities and Exchange Commission and that service shall have the same force and effect as if made upon the authorized officers of the corporation at its home office. 6. Certificate of Authority from the Board of Investments. Likewise, the amount of P102.00 in postal money order payable to the Commission shall be remitted to cover examination and filing fee therefor. Please be guided accordingly. Very truly yours, (SGD.) CORAZON I. MORANDO Director Corporate and Legal Department