Mr. Roberto M. Mendoza

February 14, 1991 Mr. Roberto M. Mendoza 1985 C. M. Recto Avenue University Belt S i r : This refers to your letter of January 18, 1991 requesting a written certification that a Resolution involving capital investment of a corporation in another corporation is required to be filed with the Securities and Exchange Commission. llcd Please be advised that the SEC Rules Requiring Statement of Reasons for Change in the Corporate Charter or Cessation of Business, and Filing of Corresponding Resolution Authorizing Same, dated November 4, 1971, provide in part, thus: "2. Corporations investing in any other corporation or business or for any purpose other than the main purpose for which the company was organized pursuant to Section 17 of the Corporation Law, as amended (now Section 42 of the Corporation Code), shall likewise file with the Commission, in duplicate, a copy of the resolution adopted by the affirmative vote of stockholders holding at least two-thirds of the voting power authorizing the board of directors to invest in another corporation or business. The copy of the resolution shall be signed and attested by the president and secretary of the Corporation, and submitted to the Commission not later than thirty (30) days after the investment is made. 3. . . . . Non compliance with the requirement contained in paragraph No. 2 shall be penalized by a fine of not less than twenty pesos nor more than one hundred pesos, which may be increased to not exceeding one hundred per centum of the last fine, for repeated violation." Accordingly, a resolution authorizing capital investment of a corporation in another corporation must be duly filed with the Commission. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman