Ms. Remedios C. Llego

October 27, 1982 Ms. Remedios C. Llego Llego & Collera Law Office No. 70 R.N. Abjuela St., Cagayan de Oro City Madam: This has reference to your letter dated September 1, 1982 requesting for copies of the implementing rules and regulations of the Securities and Exchange Commission and in the absence thereof, information on the following: a. Certificates of stocks- Should this be individually registered with SEC? Should printing be made through the government printing press or any commercial printers? Should the form be approved beforehand by the SEC? b. Stock and transfer book c. When did compliance for a and b start? If it has not yet been complied, what is the penalty, if any? We regret to inform you that the SEC has no available copies of its rules and regulations, as well as those of the new Corporation Code, for distribution. As to the above queries, please be advised as follows: The three queries on stock certificates are all answered in the negative. On the second item, second paragraph of Section 74 of the Corporation Code has this to state: "Stock corporations must also keep a book to be known as the "stock and transfer book," in which must be kept a record of all stocks in the names of the stockholders alphabetically arranged; the installments paid and unpaid on all stock for which subscription has been made, and the date of payment of any installment, a statement of every alienation sale or transfer of stock made, the date thereof, and by and to whom made; and such other entries as the by-laws may prescribe. The stock and transfer book shall be kept in the principal office of the corporation or in the office of its stock transfer agent and shall be open for inspection of any director or stockholder of the corporation at reasonable hours on business days." Relative to the last item, stock certificates are not required to be registered with the Securities and Exchange Commission. They are signed by the president or vice president, countersigned by the secretary or assistant secretary and sealed with the corporate seal and issued in accordance with the by-laws of the corporation. Unlike stock certificates, stock and transfer book must be registered with this Commission within thirty (30) days from date of registration of articles of incorporation. Per SEC Circular No. 3, Series of 1982 dated April 13, 1982, the penalty for late filing of stock and transfer book shall be based on the following: Paid up capital not P50 plus and additional exceeding P50,000.00 penalty of P2.00 per day for every day of delay. Paid-up capital over P100 plus and additional P50,000.00 but not penalty of not exceeding exceeding P100,000.00 P5.00 per day for every day of delay. Paid-up capital over P200 plus and additional P100,000 but not penalty of not exceeding exceeding P200,000.00 P10 for every day of delay. Paid-up capital over P300.00 plus an additional P200,000 but not penalty of not exceeding exceeding P500,000 P10.00 for every day of delay. Paid-up capital over P400 plus an additional P500,000 but not penalty of not exceeding exceeding P1,000,000.00 P10.00 for every day of delay. Paid-up capital over P500.00 plus an additional P1,000,000.00 penalty of not exceeding P10 for every day of delay. Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner