Aquatic Farms, Ltd.

October 10, 1985 Aquatic Farms, Ltd. c/o Purefoods Corporation 3rd Floor, Ortigas Bldg. Ortigas Avenue, Pasig Metro Manila Attention : Mr . Michael P . Yunker Gentlemen: This refers to your application for a license to do business in the Philippines under the provisions of Batas Pambansa Blg. 68, otherwise known as the Corporation Code of the Philippines filed with this Commission on July 24, 1985. llcd Anent thereto, please be informed that under Section 123 of the Corporation Code of the Philippines, a foreign corporation shall have the right to transact business in the Philippines after it shall have obtained a license to do business in the country in accordance with the Code and a Certificate of Authority from the appropriate government agency. However, there are instances wherein a foreign corporation may be exempted therefrom if its commercial dealing is limited to a single or isolated transaction and indicates no element of continuity of conduct in that respect. Thus, the Commission previously ruled that where a corporation enters into a single agreement, or engages in some isolated business act or transaction within the Philippines, with no intention to repeat the same, such corporation cannot be said to be doing business or transacting business within the meaning of the usual statutory provisions regulating the transaction of business by foreign corporations. (SEC letter dated February 23, 1983 addressed to Bharat Heavy Electricals Ltd. citing Agbayani, Commentaries and Jurisprudence on Commercial Laws of the Philippines, Vol. 3 pp. 634-635, citing Pacific Micronesian Line Inc. v. del Rosario, G.R. No. L-7154, Oct. 23, 1954) It appearing in the letter of the Board of Investments (BOI) dated September 19, 1985 addressed to Aquatic Farms Ltd.,that the company's contract with Pure Foods Corporation is an isolated transaction and that the company has no plan of entering further into other contracts or engaging in any other business in the Philippines after the fulfillment of the company's contract with Pure Foods Corporation, the company is not deemed doing business in the Philippines. Therefore, there is no need for any license or permit to be issued by the Securities and Exchange Commission (SEC). llcd It is understood, however, that you will not engage in any other business or economic activity without securing prior authority from the Board of Investments and license from the Securities and Exchange Commission. Very truly yours, (SGD.) JULIO A. SULIT, JR. Associate Commissioner