Mrs. Milagros Poblete

April 12, 2002 SEC OPINION Mrs. Milagros Poblete Senior Citizens of Gattaran, Inc. Centro Norte, Gattaran, Cagayan, Philippines Madame : This is to confirm receipt of a copy of your letter requesting opinion from this agency relative to the dispute regarding the position of the treasurer, which is currently being contested by two contenders. While the Commission has jurisdiction over the entities involved as provided under the Corporation Code of the Philippines and the Securities Regulation Code (SRC), please be informed that jurisdiction over cases enumerated under Section 5 of PD 902-A involving corporations and partnerships has been transferred from SEC to the regular courts. Section 5.2 of the SRC, thus states: "5.2. The Commission's jurisdiction over all cases enumerated under Section 5 of Presidential Decree No. 902-A is hereby transferred to the Courts of general jurisdiction or the appropriate Regional Trial Court . . ." For reference, please note that said cases, as expressly stated under Sec. 5 of PD No. 902-A, are comprised of the following: a) Devices or schemes employed by or any acts of the board of directors, business associates, its officers or partners, amounting to fraud and misrepresentation which may be detrimental to the interest of the public and/or of the stockholders, partners, members of associations or organizations registered with the Commission. b) Controversies arising out of intracorporate or partnership relations, between and among stockholders, members or associations, between any or all of them and the corporation, partnership or association of which they are stockholders, members, or associates respectively; and between such corporation, partnership or association and the State insofar as it concerns their individual franchise or right to exist as such identity. c) Controversies in the election or appointments of directors, trustees, officers or managers of such corporations, partnerships or associations. d) Petitions of corporations, partnerships or associations to be declared in the state of suspension of payments in cases where the corporation, partnership or association possesses sufficient property to cover all its debts but foresees the impossibility of meeting them when they respectively fall due or in cases where the corporation, partnership or association has no sufficient assets to cover its liabilities, but is under the management of a Rehabilitation Receiver or Management Committee created pursuant to this Decree. Please be guided accordingly. Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department