Mr. Fiorello E. Azura

April 11, 1995 Mr. Fiorello E. Azura Asset Privatization Trust 10th Flr.,BA-Lepanto Bldg., 8747 Paseo de Roxas, 1226 Makati, Metro Manila S i r : This refers to your letter of February 1, 1995 in relation to your letter of December 5, 1994 requesting confirmation that the sale by the Asset Privatization Trust of the shares presently owned by the Government in Philippine Shipyard and Engineering Corporation (PHILSECO) in favor of private local buyers is exempt from the registration requirements under the provisions of the Revised Securities Act. As stated in our previous letter on the matter dated December 14, 1994, under Section 63 of the Corporation Code, issued or outstanding shares, as a general rule, may be transferred by the owner thereof without the approval by the Commission as the same are considered personal property. In the present case, however, it appears that the outstanding shares are to be sold to a number of small local investors indiscriminately. Because of the indiscriminate nature of the offer, it is advised to have the PHILSECO shares registered under the Revised Securities Act, unless it can be shown that the above transaction is expressly exempted by an existing law. LibLex Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner