Mr. Vicente N. Leonidas

January 3, 1985 Mr. Vicente N. Leonidas P. O. Box 435 Bacolod City Sir : This refers to your last letter dated September 18, 1984 requesting information on the existence of Shrimps Processing Corporation of the Philippines and recommendation for the recovery of your investment with the said corporation. Our records show that the corporation has not filed its general information sheet and minutes of directors and stockholders meeting from 1978 up to 1984, and financial statements since 1976. We tried to communicate with the corporation through Mr. Victor A. Lim, named as corporate president in its general information sheet as of September 30, 1974, but with negative result. Attached herewith is a xeroxed copy of his letter-reply dated December 6, 1984 for your reference. Relative to your twenty (20) shares of stocks worth P2,000.00, please be advised that the same cannot be refunded without complying with the requirements of Section 41 of the Corporation Code since this will constitute acquisition by the corporation of its own shares. The said Section in enumerating the grounds for the acquisition of shares specifically requires that the corporation must have "unrestricted retained earnings in its books to cover the shares to be purchased or acquired." (SEC Opinion dated October 15, 1984). In a similar case, it was also held that "the prevailing rule on the matter is that stockholders have no right to demand refund of his investment conformably to the general rule that subscription to the capital stock of corporation constitutes a trust fund for the benefit of creditors and no agreement can be made by which a subscriber can be released therefrom. (SEC Opinion dated February 1, 1984 citing Fletcher, Vol. VI, 1747 citing Leman V. Teter, 169 III App. 503). In view thereof and considering that the operation of the corporation remains unknown and the profitability of its business uncertain, we feel that your desire to recover your investment may not have a favorable outcome. However, in spite of the foregoing problem, rest assured that we shall continue to exert effort to locate the office of Shrimps Processing Corporation of the Philippines and refer to it your request for appropriate action. Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner