Mr. Gonzalo C. Goquiolay

April 11, 1994 Mr. Gonzalo C. Goquiolay Acoje Oil Exploration and Drilling Co., Inc. 4th Flr. Vernida Condominium Bldg., Amorsolo St., Legaspi Village Makati, Metro Manila S i r : This refers to your letter of March 23, 1994 requesting guidance on how resolve the following problem of Acoje Oil Exploration and Drilling Co., Inc. LibLex As stated, it is the desire of management of the corporation to raise additional equity and amend the articles of incorporation and by-laws to bring about better profitability and growth of the company. However, the stockholders over the years have become indifferent and unconcerned toward the progress of the company that even in stockholders meeting, very few attend and participate. They do not even bother to inform the company of their present whereabouts and/or status. At present, the management can only muster stockholders' presence and vote up to 54.0% of the outstanding shares, making it legally difficult to pass on important decisions such as increasing the authorized capital and other corporate acts that need at least 2/3 vote approval by the stockholders. The company is intending to raise its authorized capital and amend its articles of incorporation and by-laws. It is the plan of the management to call a special stockholders meeting to take up these plans. In anticipation of failure to attain the required 2/3 vote as required by law, you now request for guidance by the Commission on what measures to take or legal remedy to the situation. Under the above-situation, where there is unsuccessful attempt by the corporation or if it would be impossible for the corporation to get the required quorum of the stockholders necessary to transact business, the corporation may petition the SEC for the appointment of a management committee, board or body to undertake the management of the corporation pursuant to the provisions of Presidential Decree No. 902-A as amended, quoted hereunder: "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 guided accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman