Attys. Renato G. Calma & Dominador E. Almeda

July 13, 1994 Attys. Renato G. Calma & Dominador E. Almeda Bito, Lozada, Ortega and Castillo Alpap I Bldg. 5th & 6th Floors 140 Alfaro St. Salcedo Village, 1227 Makati, Rizal Gentlemen: This refers to your letter of July 8, 1994 requesting confirmation by the Commission to the effect that the proposed issuance by Amkor/Anam Pilipinas, Inc. of U.S. Dollar Denominated Notes amounting to US$40,000,000.00 to be guaranteed by Anam Industrial Company, Limited (AICL) of the Republic of Korea, does not require compliance with Section 38 of the Corporation Code. prcd The Commission, in a previous opinion dated April 29, 1987 addressed to Perez, Olan, Lago opined that "bonded indebtedness" refers to negotiable corporate bonds which are secured by mortgage on corporate property." Likewise, under the SEC "Interim Guidelines for the Registration of Bonds", only issuances of bonds which are secured by mortgage on specific corporate property are required to comply with the requirements under Section 38 of the Corporation Code. Accordingly, since the above-mentioned issuance of Notes is not secured by mortgage on corporate property but to be guaranteed instead by AICL, the same need not comply with the requirements of Section 38 of the Corporation Code. Furthermore, issuance of Foreign Currency Denominated Notes exempted from the registration requirements under the Revised Securities Act if sold abroad. This is in line with the previous ruling of the Commission in the case of MERALCO Mortgage bonds denominated in foreign currency, which states: "Please be informed that the Commission during its meeting held on September 5, 1991 confirmed the view that the First Mortgage Bonds denominated in US Dollars to be issued by MERALCO to EFIC and which are to be issued abroad are not covered by the registration requirements under the RSA. ( Ltr. to Mr. M.O. Punzalan Jr. dated September 11, 1991 )" Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman