Mr. Eli C. Busa

February 1, 1989 Mr. Eli C. Busa 2010 Modesto Street Malate, Manila 1004 Sir : This refers to your letter dated December 12, 1989, requesting for information on the number of shares owned by the existing stockholders of Explo Industries Corporation. llcd You claim that you cannot establish the remaining stockholders of subject corporation and the actual number or shares owned by them since there appears to be inconsistencies on the corporate documents available, example of which are the two deeds of assignment of the same number of shares executed by Col. Lazaro Y. Kavinta in favor of Col. Andres J. Garcia and Col. Carlos C. Teves, both of which were duly acknowledged by the Commission on February 1, 1979 and September 10, 1979, respectively. Section 63 of the Corporation Code provides as follows: "SECTION 63. Certificate of stock and transfer of shares ...Shares of stock so issued are personal property and may be transferred by delivery of the certificate or certificates indorsed by the owner or his attorney-in-fact or other person legally authorized to make the transfer. No transfer, however, shall be valid except as between the parties, until the transfer is recorded in the books of the corporation so as to show the names of the parties to the transaction, the date of the transfer, the number of the certificate or certificates and the number of shares transferred ." (emphasis supplied.) Thus, to be able to give a definite information as to the actual transfers of shares, much would depend on the identities of the stockholders as appearing in the stock and transfer book which is kept in the principal office of the corporation. The registration of transfer of shares of stock in the stock and transfer book of the corporation is a function which usually pertains to that of the corporate secretary or the transfer agent of the corporation. Considering therefore that the Commission is not in possession of the stock and transfer book of the corporation, we cannot furnish you definite information on the matter. Please be advised. accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman