Ms. Jesusa F. Pizarro/Mario U. Arevalo

May 27, 1996 Ms. Jesusa F. Pizarro/Mario U. Arevalo South Asia Publications Phils., Inc. Block 4, Lot 27 Adelina 1 Complex San Pedro, Laguna Madam: This refers to your letter dated April 15, 1996 requesting for the immediate release of the certificate of registration of SOUTH ASIA PUBLICATIONS PHILIPPINES, INC . with the following purpose clause, claiming that there is no valid ground for withholding the issuance of the certificate of registration. "To engage in, conduct, and carry on the business of buying, selling, distributing, marketing at wholesale insofar as may be permitted by law, all kinds of goods, commodities, wares and merchandise of every kind and description such as, but not limited to printed materials like books, magazines and newspapers , to enter into all kinds of contract for the export, import purchase, acquisition, sale at wholesale and other disposition for its own account as principal or in representative capacity as manufacturer's representative, merchandise broker, indentor, commission merchant, factors or agents, upon consignment of all kinds of goods, wares, merchandise or products natural or artificial." By the use of the term " Publications " in the corporate name of the above-named proposed corporation and the insertion in the purpose clause of the phrase " such as, but not limited to, printed materials like books, magazines and newspapers ", it is construed that the company would also engage in the business of " mass media ", particularly, publication of print media , aside from its "wholesale trading" business. Take note that under PD 576, quoted hereunder, "publications" is included in the term "print media" . " Print media " includes all newspapers, periodicals, magazines, journals, and PUBLICATIONS and all advertising therein, and billboards, neon signs and the like. And "Broadcast Media" includes radio and television broadcasting in all their aspects and other cinematographic or radio promotion and advertising. (Section 2, emphasis supplied) Accordingly, it is subject to Article XVI Sec. 11 (1) of the Philippine Constitution, quoted hereunder, which seeks to insure that firms engaged in "mass media" are free from foreign influence. "SECTION 11. (1) The ownership and management of mass media shall be limited to citizens of the Philippines, or to corporations, cooperatives or associations, wholly owned and managed by such citizens . . . ." (Emphasis supplied) It is therefore advised that since the proposed corporation has foreign equity participation , the corporation should not use the term "Publications" as part of its corporate name and it must clarify with certainty the scope of its business activities limiting the same to "wholesale trading business". It has to be emphasized that under Section 18 of the Corporation Code, the use of deceptive or confusing corporate name is prohibited. This directive is made purposely to clarify the extent of the corporation's business and to prevent confusion in the determination as to what businesses may be carried on by the corporation. llcd Pending compliance therewith, action on your papers will be held in abeyance. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Acting Chairman