Romulo Mabanta Buenaventura Sayoc & Delos Angeles

January 23, 1989 Romulo Mabanta Buenaventura Sayoc & Delos Angeles Fourth Floor, Kings Court 2129 Pasong Tamo St. Makati, Metro Manila Attention : Teresita A . M . Villaruz Gentlemen: This refers to your letter dated March 30, 1988 requesting consideration on the filing of Statement of Cash Receipts and Disbursements of your client Ebasco Services International Inc.,a representative office, instead of financial statements. Relative thereto, quoted hereunder is the pertinent provision of the Corporation Code: "SECTION 141. Annual report of corporations . Every corporations, domestic or foreign lawfully doing business in the Philippines shall submit to the Securities and Exchange Commission an annual report of its operations, together with a financial statement of its assets and liabilities certified by any independent certified public accountant in appropriate cases, covering the preceding fiscal year and such other requirements as the Securities and Exchange Commission may require. Such report shall be submitted within such period as may be prescribed by the Securities and Exchange Commission." (emphasis supplied) The SEC "Rules Requiring the Keeping of Accounting Records and Filing of Annual Financial Statements by corporations as amended on July 9, 1982 also covers "all corporations whether domestic or foreign, transacting business in the Philippines" and do not exclude representative offices of foreign corporations. Although a mere representative office, subject corporation is deemed doing business in the Philippines. Under Article 44 of the Omnibus Investments Code of 1987, the definition of "doing business" includes also "opening offices whether called "liaison" offices or branches". In view thereof, please be informed that the Commission en banc in its meeting of January 16, 1989 resolved to deny your request. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman