Marine Resources Corporation

February 27, 1998 Marine Resources Corporation C/o Miguela C. Malabana 42 Lansang St. North Susana Executive Village, Quezon City Gentlemen : This refers to your letter dated February 26, 1998 requesting for a certification that there is no need to amend the Articles of Incorporation of the corporation to reflect any transfer of ownership of shares of stocks. In connection therewith, please be advised that transfer of ownership of shares does not require an amendment of the articles of incorporation. The portion in the article of incorporation stating the names of the original subscribers cannot be changed or amended for the reason that said portion states an established or accomplished facts at the time of incorporation. Transferees of shares of stock who desire to be recognized as stockholders must secure a standing as such by having the transfers recorded in the stock and transfer book (STB) of the corporation pursuant to the following provisions of the Corporation Code: "SECTION 63. Certificate of stock and transfer of shares . ...Shares of stocks so issued are personal property and may be transferred by delivery of the certificate or certificates indorsed by the owner of his attorney-in-fact or other person legally authorized to make the transfer. No transfer ,however, shall be valid, except as between the parties, until the transfer is recorded in the books of the corporation so as to show the names of the parties to the transaction, the date of the transfer, the number of the certificate or certificates and the number of shares transferred." (Emphasis supplied) The Corporation Code further provides: "SECTION 74. Books to be kept ;... xxx xxx xxx Stock corporations must also keep a book to be known as the " stock and transfer book " in which must be kept a record of all stocks in the names of the stockholders alphabetically arranged; the installments paid and unpaid on all stock for which subscription has been made, and the date of payment of any installments; a statement of every alienation sale or transfer of stock made ,the date thereto, and by and to whom made; and such other entries as the by-laws may prescribe. The stock and transfer book shall be kept in the principal office of the corporation or in the office of its stock transfer agent ...." (Emphasis supplied) Thus, to be able to give a definite information as to the present ownership of the corporation, much would depend on the identities of the stockholders as appearing in the stock and transfer book of the corporation which is kept in the principal office of the corporation. The function of registration of stock ownership or transfer thereof in the stock and transfer book of the corporation pertains to that of the corporate secretary or transfer agent. Very truly yours, (SGD.) SONIA M. BALLO Director Corporate and Legal Department