Puruganan Chato Tan & Eleazar

August 7, 1998 Puruganan Chato Tan & Eleazar 8th Floor Strata 200 Building, Emerald Avenue Ortigas Center 1605, Pasig City Attention : Atty . Fe L . Conception Gentlemen: This refers to your letter dated July 31, 1998 requesting confirmation of your opinion that the resulting " surplus " from the decrease of capital stock may be distributed to " one " of the stockholders, to the exclusion of all others , provided that the decrease and distribution is approved by majority of the directors and by the stockholders holding at least 2/3 of the outstanding capital stock. We regret to inform you that we cannot confirm the above opinion. In a decrease of capital stock where the purpose is to create reduction " surplus ", such surplus is considered as additional paid-in capital which can only be distributed to the stockholders in the form of " stock dividends ". It is well-settled in corporate jurisdiction that in the distribution of dividends, all stockholders of record at the time the dividend is declared are entitled as a matter of right to share in the dividend in proportion to their respective holdings. If the purpose of the capital decrease is not to create a reduction surplus, but to return part of the capital to one of its stockholders, such return of capital is allowed only when all the stockholders give their consent thereto. Very truly yours, (SGD.) DANILO L. CONCEPCION Associate Commissioner