Mr. Christopher L. Stewart

February 14, 1996 Mr. Christopher L. Stewart Merced County Economic Development Corporation 2105 O Street, Merced, CA 95340 S i r : In connection with your letter dated February 9, 1996 inquiring about BANCOR OF ASIA CORPORATION formerly: Asian Bancor Corporation, please be advised that the said corporation was registered with the Commission as a corporation on January 23, 1992, organized primarily: " To engage in the business of providing financial agency services, bringing borrowers with guarantors, whether individuals or institutions offering credit covers or collateral, to provide management advisory as well as administrative services, liaison and communication facilities among its customers, and for this purpose, to engage the services of licensed brokers, agents, intermediaries, consultants and other professionals as may, from time to time, be needed in the pursuit of the Corporation's business ." LexLib On the basis of the allegations in your letter we cannot categorically answer whether or not the business activity mentioned therein is within the powers of the corporation to undertake. However, to determine the extent of business activities of the corporation, the following corporate principle should be applied. It is well-settled in corporate jurisprudence that a corporation only has the powers as are expressly granted in its charter or in the statutes under which it is created or such powers as are necessary for the purpose of carrying out its express powers . Only such powers as are reasonably necessary to enable corporations to carry out the express powers granted and the purposes of their creation are to be implied as are to be deemed incidental. Powers merely convenient or useful are not implied if they are not essential having in view the nature and object of incorporation. Thus, in the determination of what businesses may be carried on by a corporation, reference must be made to its articles of incorporation, and unless the power to carry a particular business is either expressly or impliedly conferred thereby, it cannot be undertaken by a corporation. If you know of any irregularity committed by the above Corporation in violation of its Articles of Incorporation, please inform this Commission immediately so that we can refer the matter to our Prosecution and Enforcement Department for proper investigation. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman