Quasha Ancheta Peña & Nolasco

June 17, 1998 Quasha Ancheta Pea & Nolasco C/o Atty. Danilo D. Doronila Don Pablo Bldg.,114 Amorsolo St. Makati City Gentlemen : This refers to your letter dated May 28, 1998 calling the attention of the Commission of the alleged failure of Chemphil Industries of the Phils . ,Inc . to call and hold annual stockholders' meeting mandated under its by-laws . prcd The pertinent provisions of the Corporation Code and PD 902-A, as amended, provide: "Whenever, for any cause, there is no person authorized to call a meeting, the Securities and Exchange Commission, upon petition of a stockholder or member, and on the showing of good cause therefor, may issue an order to the petitioning stockholder or member directing him to call a meeting of the corporation by giving proper notice required by this Code or by the by-laws. The petitioning stockholder or member shall preside thereat until at least a majority of the stockholders or members present have chosen one of their member as presiding officer." (SECTION 50, CORPORATION CODE) xxx xxx xxx "In order to effectively exercise such jurisdiction, the Commission shall possess the following powers: xxx xxx xxx. (f) To compel the officers of any corporation or association registered by it to call meetings of stockholders or members thereof under its supervision. " (SECTION 6 (f), PD 902-A, AS AMENDED) Thus, if there is no person authorized to call a meeting or in the event the person authorized in the By-laws to call a meeting fails or refuses to call for a meeting, any interested stockholder may, pursuant to the above-cited provisions, petition the Securities Investigation and Clearing Department (SICD) of this Commission to authorize him to call a meeting or compel the officers of the corporation to call a meeting. cdll Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman