Scicor Development Co. Inc.

July 31, 1996 Scicor Development Co. Inc. 5th Flr.,OMI Bldg.,Bonifacio Drive cor. 20th St.,Port Area, Manila Attention : Mr . Norberto B . Tria Corporate Secretary S i r : This refers to your letter dated July 25, 1996 inquiring whether it is still necessary to apply for an increase in the authorized capital stock if the company, still having subscription receivables, would increase its paid-up capital within its existing authorized capital stock . In case of increase of paid-up capital thru " call of unpaid subscription ", prior approval of the SEC is not necessary, provided that the additional payment consists of cash. Where the payment is in the form of property, other than cash, approval by the Commission is required pursuant to the provision of Section 62 of the Corporation Code of the Philippines, quoted in part hereunder: Where the consideration is other than actual cash ,or consists of intangible property such as patents or copyrights, the valuation thereof shall initially be determined by the incorporators or the board of directors, subject to the approval by the Securities and Exchange Commission ." (Emphasis supplied) However, where the increase in the paid-up capital is by way of " issuance of unissued shares of the authorized capital stock ", the corporation, whose shares of stock are not registered under the Revised Securities Act, must secure from the Commission prior exemption from registration requirements under said Act. llcd Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner