Atty. Romulo A. Badilla

June 9, 1988 Atty. Romulo A. Badilla Rm. 503, PNB Building City of Naga Sir : This relates to your letter, dated October 24, 1987, requesting the assistance of the Commission on the problem posed therein. It appears therein that your clients are stockholders of Naga Telephone Company, Inc. (NATELCO). That on February 14, 1980, they were required by NATELCO to surrender their respective certificates of stock on the pretext that said certificates shall be cancelled and new ones would be issued. That a period of seven years has elapsed and notwithstanding several written demand from your client, NATELCO refused and continues to refuse to replace said certificates of stock. Hence, your request that NATELCO be directed to cause the issuance of new certificates of stock to your clients. Anent thereto, please be informed that the Commission had had occasion to rule that there are four (4) remedies available to a stockholder if a corporation wrongfully refuses to issue a certificate of stock. ( SEC Letter to Cagayan Sugarcane Planters Association, Inc., dated January 7, * 1987 ), to wit: 1. He may file a suit for specific performance of an express or implied contract. 2. He may file for an alternative relief by way of damages where specific performance cannot be granted. 3. He may also file a petition for a mandamus to compel the issuance of a certificate where the conditions and circumstances of the particular case bring it within the legal rules which govern the granting of the writ. 4. He may rescind his contract of subscription if the corporation wrongfully refuses to deliver a certificate and sue to recover back what he has paid. Please be guided accordingly. Very truly yours, (SGD.) JESUS O. VALDES Associate Commissioner * Copied verbatim from the documents obtained directly from the Securities and Exchange Commission.