Mr. Crismel F. Verano

July 10, 1998 Mr. Crismel F. Verano Valley Golf & Country Club, Inc. Antipolo Rizal S i r : This refers to your letter dated June 25, 1998 requesting advice on what course of action to take on the existing situation where the Club allegedly failed to muster the required quorum in several meeting called for the election of a new set of Directors. prcd Under a situation where a corporation encounters several unsuccessful attempts or if it would be impossible for the corporation to get the required quorum of the stockholders/members necessary to transact business, it may, pursuant to the provisions of Presidential Decree No. 902-A, as amended, quoted hereunder, petition the SEC for the appointment of a management committee to undertake the management thereof. "SECTION 6. In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: xxx xxx xxx d. To create and appoint a management committee , board, or body upon petition or motu proprio to undertake the management of corporations, partnerships or other associations not supervised or regulated by other government agencies in appropriate cases when there is imminent danger of dissipation, loss, wastage or destruction of assets or other properties or paralization of business operations of such corporations or entities which may be prejudicial to the interest of minority stockholders, parties-litigants or the general public. . . . . The management committee or rehabilitation receiver, board or body shall have the power to take custody of, and control over, all the existing assets and properties of such entities under management; to evaluate the existing assets and liabilities, earnings and operations of such corporations, partnerships or other associations; to determine the best way to salvage and protect the interest of the investors and creditors: to study, review and evaluate the feasibility of continuing operations and restructure and rehabilitate such entities if determined to be feasible by the Commission until dissolved by order of the Commission. . . . ." (Emphasis supplied) Please be advised accordingly. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman