China Banking Corporation

January 13, 1986 China Banking Corporation Dasmarias corner Juan Luna St., Manila, Philippines Attention : Mr . Florentino B . del Rosario Vice-President and Corporate Secretary Sir : This has reference to your letters dated January 19, 1984, April 28, 1983 and February 22, 1983, addressed to this Commission in connection with the applicability of reportorial requirements to commercial banking institutions, specifically to your bank. LexLib Anent thereto, Sections 26 and 141 of the Corporation Code are hereunder quoted: "SECTION 26. Report of election of directors, trustees and officers . Within thirty (30) days after the election of the directors, trustees and officers of the corporation, the secretary or any other officer of the corporation shall submit to the Securities and Exchange Commission the names, nationalities and residences of the directors, trustees and officers elected. ..." SECTION 141. Annual report of corporations . Every corporation, domestic or foreign, lawfully doing business in the Philippines shall submit to the SEC an annual report of its operations, together with a financial statement of its assets and liabilities, certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require. Such report shall be submitted within such period as may be prescribed by the Securities and Exchange Commission." The foregoing provisions, therefore, make the submission of reportorial requirements obligatory. Furthermore, said provisions repealed by substitution said Rule 3 of Regulation ARFS (S-1958) which exempts "banks and banking institutions, public utility corporations, insurance corporations, cooperative associations, labor unions, and other corporations governed by laws not entrusted to this Commission for enforcement," even though the former did not make any reference to the latter. As provided by Section 146 of the Corporation Code "Except as expressly provided by this Code, all laws or parts thereof inconsistent with any provision of this Code shall be deemed repealed." As the court stated in Wall vs. Chesapeake & Ohio Reg. Co. "There is no vested right in a public law which is not in the nature of a private grant. However, beneficial an act of the legislative may be to a particular person or however injuriously repeal may affect him, the legislature to abrogate would clearly have the right to abrogate it." llcd Considering the same, it is concluded that you are not exempt from submitting reportorial requirements. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner