BIR Ruling No. 427-2020

TERR REPUBLICOF THE PHILIPPINES

DEPARTMENT OF FINANCE

01 BUREAU OF INTERNAL REVENUE

Quezon City

Sec.40(C2&(6b;RR

18-01

S400272020 BIR Ruling No. 075-18 BIR Ruling No. 100-17 BIR Ruling No.214-12 JUL 3 U 2020

DeGUZMAN CELIS & DIONISIO LAW OFFICES Suite C, 15th Floor, Strata 2000 Building F. Ortigas Jr. Road, Ortigas Center

Pasig City

Attention: ATTYS. MARIANO L. CELIS II

AMALIA E. DIONISIO

and MARJORIE F.MONCES

Gentlemen:

This refers to your letter dated January 30, 2018 requesting on behalf of your

client, Nutri-Asia, Inc. [doing business under the name and style of UFC Philippines] (hereinafter referred to as "NAI, for confirmation of your opinion that the merger between NAI and Southeast Asia Food, Inc. ("SAFI") for brevity) is a tax-free merger in accordance with Section 40(C)(2) and 6(b) of the National Internal Revenue Code

(NIRC) of 1997, as amended.

Background

1. NAIwithTax Identification No.(TIN) is a domestic

with principal office address at JY Campos Centre,9 Avenue cor. 30th Stree Bonifacio Global City, Taguig City."At present, NAI has authorized capital corporation duly registered with Securities and Exchange Commission (SEC) stock of common shares with a par value of P 0 ) each' share. The total capita stock issued and (P preferred shares with a rar value of ), divided into (P J each and

outstanding amounts to of P additional paid-in capital and P (O inclusive treasury

shares.

2. SAFI, with TIN corporation prior to the subject merger and had its principal office at 12/F Centerpoint Building, Julia Vargas Ave. cor. Garnet Road, Ortigas Center Pasig City.It had an authorized capital stock of (P shares with a par value of divided into was likewise a duly registered domestic (P per

Section 40(C)(2) & 6(b) S40~0427-2020 SAFI-NAI merger 2 JUL 3 0 2020

share. The total capital stock issued and outstanding amounts to

( ), inclusive of treasury shares worth

said capital stock, equivalent to shares is owned by NAI. (P of the

3.In April 2011, NAI and SAFI entered into a Plan and Agreement of Merger. with NAI as the surviving corporation, wherein the effective date of the merger is July 1, 2011.

A The stockholders of the said corporations approved such merger, for the

following business purposes:

a. The integration of the administrative facilities of the constituent

b. The consolidation of the assets of the constituent corporations will allow corporations will result in economies of scale and efficiency of operations;

the procurement of financing and credit facilities under more favorable

The merger will make possible the more productive use of the properties of the constituent corporations. terms; and

5. At the time of the merger, NAI had an authorized capital stock of Pesos(P stock issued' and outstanding amounted to ) with a par value of , divided into (P ) each.The total capital Shares Pesos

6. To implement the issuance of new shares in exchange for the shares of SAFI. NAI simultaneously increased its authorized capital stock from P

to P

On May 27, 2011, SEC approved the Plan and Agreement of Merger and the

Articles of Merger of the constituent corporations, as well as the increase in NAI's authorized capital stock.

8.In view thereof, NAI requested for a confirmation of the tax-free nature of .ne said merger with the Bureau of Internal Revenue's Law and Legist tive Division in a letter dated June 1, 2011:

9.Thereafter, in a letter dated March'20,2013, the BIR's Law and Legislative Division notified NAI that said request for confirmatory ruling has beer archived for failure of the latter to comply with the submissin of required documents to process the application.

10. On May 23, 2013, an Amended Plan and Agreement of Merger was pprove by the respective members of the Board of Directors and stockloldert ef N and number of shares to be distributed to the stockholders of SArl. and SAFI, in order to reflect the true intention of the parties on the amoun

11.On April 2,2014,the SEC issued an Order approving the AmedPlan and

Agreement of Merger between NAI and SAFI.

Section 40(C)(2)& 6(b) S40-0427-2020 SAFI-NAI merger 3 JUL 3 0 2020

12. Under the said approved Amended Plan and Agreement of Merger, based on the audited financial statement of SAFI as of December 31,2010,SAFI shall exchange all its assets, net of liabilities and obligations for such number of common shares of the Surviving Corporation (NAI) at the exchange ratio of 10 shares of NAI at a par value of P P par value of the Absorbed Corporation (SAFI). per share for everyshare worth

13. Under the said Amended Plan and Agreement of Merger, the stockholders of the constituent corporations resolved to issue a total of the total number of issued shares to all SAFI stockholders from shares shall be held in treasury. favor of NAI, in exchange for its common shares to share. Since the said common shares at a par value of P shares shall be issued by NAI to itself, these shares in SAFI, thereby amending shares in each

14. It is proper and desirable that the corresponding number of shares for NAI's issued, thereby, a total of of SAFI by virtue of the merger. ownership in the capital stock of SAFI or shares shall be issued to the stockholders shares should be

opinion that - Based on the foregoing representations, you now request confirmation of your

2 The described merger of SAFI into NAI is a tax-free merger under Section The transfer of assets by SAFI to NAI pursuant to the merger is not subject to 40(C)(2) and (6)(b) of the NIRC, such that no gain or loss shall be recognized for income tax purposes;

3 date of the merger is absorbed by NAI, as the surviving corporation; The transfer of assets of SAFI to NAI is likewise not subject to donor's tax for value-added tax (VAT) and any unused input tax of SAFI as of the effective

4 The transfer of real properties to NAI is not subject to documentary stamp tax lack of donative intent on the part of SAFI;

5. 6. Any excess creditable withholding tax (CWT) of SAFI, as the absorbea corporation in a statutory merger, is transferred to and vested in NAI, as the surviving corporation, and such excess CWT may be utilized by the latter: and (DST) under Section 199(m) of the NIRC, as amended by Republic Act (RA) The original issuance of NAI's shares to the stockholders of SAFI is subjec 1 to No. 9243:

fractional part thereof. DST at the rate of (P -) on each C 0

In reply thereto, please be informed, as follows:

albeit, to the best interest of their respective stockholders.Hence, the merger of SAFI Section 40 (C)ain relation to 40 (C6(b of the Tax Code of 1997,as amended. result in economies of scale and efficiency of operations of the merging corporations, allow the procurement of financing and credit facilities under more favorable terms, and make possible the more productive use of the properties of the constituent corporations because NAI shall acquire/assume all the assets and liabilities of SAFI and the same will 1. The foregoing merger of SAFI and NAI is a merger within the conternplatiom of

Section 40(C)(2)& 6(b) S40-0427-2020 SAFI-NAI merger 4 JUL 3 0 2020

and NAI is being undertaken for a bona fide business purpose and not for the purpose of escaping the burden of taxation.

income tax purposes in accordance with Section 40(C)(2) of the Tax Code of 1997, as amended, that no gain or loss shall be recognized by SAFI, as the transferor of all assets and liabilities, to NAI pursuant to the Plan of Merger. The merger of SAFI and NAI qualifies for non-recognition of gain or loss for

receipt of the assets and liabilities of SAFI pursuant to and as a consequence of the merger. Accordingly, no gain or loss shall be recognized by NAI, as the transferee, on its

shareholders of SAFI upon the exchange shall be the same as the bases of the properties. stocks or securities exchanged, decreased by (1) the money received, and (2) the fair market value of the other property/ies received and increased by (a) the amount treated as dividend of the shareholders and (b) the amount of any gain that was recognized in the exchange. (Sec. 40 (C) (5) (a) of the Tax Code of 1997, as amended) On the other hand, the bases of the shares of stocks to be received by the

increased by the amount of the gain, if any, recognized to the transferor (SAFI) on the Annex "A" hereof, shall be the same as it would be in the hands of the transferor (SAFI) transfer. (Sec. 40 (C) (5) (b), supra) The basis of the properties transferred in the hands of the transferee (NAI) listed in

Finally, if the amount of the liabilities assumed plus the amount of the liabilities to

transferred pursuant to such exchange, then such excess shall be considered as a gain, on is not a capital asset, as the case may be. (Sec. 40 (C) (4) (b), supra) which the property is subject exceed the total of the adjusted basis of the properties the part of the transferor, from the sale or exchange of a capital asset or of property which

assumed and to which the property is subject do not exceed the adjusted basis ci the adjusted basis of the properties transferred for purposes of determining whether liabilities property transferred pursuant to No. IV(A)(2) of Revenue Memorandum Ruling (RMR) No. 2-2002 dated June 10, 2002. with the rule that cash and other cash items will be excluded from the computation of the The substituted basis of the properties transferred by SAFI to NAI shall compl

transferred by SAFI to NAI, based on SAFI's audited financial statenrents as of December Accordingly, the allocated shares and liabilities, and the substituted hasis of the assets

31, 2010 shall be as follows:

Cash and Cash Amount (in Php) Liabilities Allocated Allocated Shares Basis nPhp Substituted

Receivables Equivalents

Due from related parties

Inventories

SAFI-NAI merger Section 40(C)(2) & 6(b) S40-0427-2020 JUL 3 0 2020

V

CFEEEEEEEEEEEE

Prepayments and other

current assets

Investment in shares of stock

Property, plant and

equipment

Investment properties

Deferred income tax assets

Pension assets

Other noncurrent assets

TOTAL

Liabilities under finance lease -- net of current portion Short-term bank loans Accounts payable and accrued expenses Current portion of liabilities under finance lease Long-term bank loans -- net of current portion Liabilities Amount (in Php)

Accrued rent

TOTAL

the Value-Added-Tax. Thus, 2. Section 105 of the Tax Code of 1997, as amended, identifies the persons liable for

"SECTION 105. Persons Liable. -- Any person who, in the course of trad. or business, sells, barters, exchanges, leases goods or properties, renders services, and any person who imports goods shall be subject to the val.-- added-tax (VAT) imposed in Sections 106 to 108 of this Code.

XXX.

amended by RR No. 4-20071, specifically excludes mergers Trom being subject to outpnt tax. Hence. However, Section 4.106-8(b)(3) of Revenue Regulatius (RR) No. 16-2005, as

"SECTION 4.106-8.Change or Cessation of Status as VAT-registered Person.

XXX

(b) Not subject to output tax.

1 now exempted from VAT under Section 34 of RA No.10963, amending Section 109 of RA Nos. 8424 and 9337

SAFI-NAI merger Section 40(C)(2) & 6(b) S40-0427-2020 JUL 3 U 2020

6

occurrence of the following: The VAT shall not apply to goods or properties existing as of the

(1 XXX

( XXX

(3) Merger or consolidation of corporations. The unused input tax of the dissolved corporation, as of the date of merger or consolidation, shall be

absorbed by the surviving or new corporation."

Thus, the above-mentioned transaction shall not be subject to VAT, and any

unused input VAT of SAFI as of the effective date of merger will be transferred to and

absorbed by NAI pursuant to Section 4.106-8(b)(3) of RR No. 16-2005, as amended, the

said transfer being considered a transaction "not subject to output tax" under the said

Section.

3. Well-settled in our jurisprudence is the fact that the essential elements of a

valid donation are: (1) the reduction of the patrimony of the donor, (2) the increase in the

patrimony of the donee, and (3) the intent to do an act of liberality (animus donandi).

Clearly, there is no intention on the part of any of the parties to the merger -- SAFI

to donate to NAI its assets since the transaction is purely for legitimate business purpose.

Thus, the aforesaid merger will not be subject to gift tax since there is no intention to

donate, and the transaction is a bonafide merger effected solely for business reasous.

4. No DST is due on the transfer of assets made pursuant to the Plan of Merger

under Section 199 (m) of the Tax Code, as amended by Republic Act No. 9243,in

relation to Section 40 (C) (2) of the Tax Code, as amended. (BIR Ruling No. 100-2017

dated March 2, 2017

In the case of Pilipinas Shell Petroleum Corporation vs. Commissioner of Internal

Revenue (C.T.A. Case No. 6477 dated April 20, 2003), the Court stated that all the

integral parts of the merger including the surrender of'shares in exchange for shares.

should be treated as a single and continuing transaction subject only to one DST. The

Court held, as follows:

"As earlier stated, DST is in the nature of an excise tax

because it is really imposed on the privilege to enter into a

transaction. Its imposition, therefore, should be only once.

And in a statutory merger, there is only one transaction, i.e.

the issuance by the surviving corporation of its own shares of

stock to the stockholders of the 'absorbed corporation in

exchange for the shares surrendered by the shareholders of the

absorbed corporation. All other transactions which are an

integral and inherent part of the merger, such as the absorption

of real property, should no longer be subject to another round

of DST. In other words, all the integral parts of the merger

(e.g., surrender of shares in exchange for shares, transfer of

assets, assumption of liabilities, etc. should be treated as a

Section 40(C)(2) & 6(b S40-0427-2020 SAFI-NAI merger A JUL 3 0 2020

single and continuing transaction subject only to one DST continuation of the initial transaction which was previously The transfer of real property is not a transaction separate and distinct from the merger but an integral part or a mere consummated."

5. Any excess and unutilized creditable withholding taxes (CWT), which form part of the assets to be transferred by SAFI as of the effective date of the merger, shall be

transferred to and vested in NAI, as the surviving corporation, and such excess CWT may be utilized by the latter. (BIR Ruling No. 100-2017 dated March 2, 2017)

6. DST at the rate of P1.002 on each P200 par value, or fractional part thereof, shall be

imposed on the original issuance of shares by NAI to the stockholders of SAFI as a consequence of the merger as provided under Section 174 of the Tax Code, as amended.

7.It is to be emphasized, however, that the net operating loss carry-over (NOLCO)

under Section 34(D) (3) of the Tax Code, as amended, and as implemented by Revenue Regulations No. 14-2001, of SAFI, if any, is not one of their assets that can be transferred and absorbed by the surviving corporation, NAI, as this privilege or deduction can be availed of by SAFI only. Accordingly, the tax-free merger between SAFI and NAI does not cover the NOLCO of the former.

8. The excess and unexpired minimum corporate income tax (MCIT) of SAFI, as of

the effective date of the merger as of year 2011, if any, shall be carried forward and

credited against the normal income tax due of NAI for the three (3) immediately

succeeding taxable years pursuant to Section 27(E)(2) of the Tax Code, as amended; and

9.The retained earnings of the absorbed corporation amounting to

dividends constructively received by its individual shareholders pursuant to Section 24 (B) Pesos (P ) are subject to the ten percent (10%) final withholding tax on

(2) of the Tax Code. (BIR Ruling No. 1422-18 dated December 7, 2018)

In order that the above-described reorganization can be considered as merger under

Section 40 (C) (2) and (6) (b) of the Tax Code of 1997, as amended, the parties to the

merger should`comply with the following requirements set forth under Revenue

Regulations No. 18-2001:

A. The plan of reorganization should be adopted by each of the corporations, partie.

thereto, the adoption being shown by the acts of its duly constitutedl responsible officers and appearing upon the official records of the corporaticn. Each

corporation, which is a party to the reorganization, shall file, as partof Hs return for the taxable year within which the reorganization occurred a comr cte statement of all facts pertinent to the non-recognition of gain or loss ip sonnection with the

reorganization, including:

1 A copy of the plan of reorganization, together win a statement executed under the penalties of perjury, showing in full the purposes thereof and im detail all

transactions incident to, or pursuant to the plan;

2 now P2.00 on each P200.00 under Section 51 of RA No. 10963, amending Section 174 of RA No. 8424

Section 40(C)(2)& 6(b) SAFI-NAI merger 8 S40-0 427 -2020 JUL 3 0 2020

2.A complete statement of all cost or other basis of all property, including all stocks or securities, transferred incident to the plan;

3.A statement of the amount of stock or securities and other property or money received from the exchange, including a statement of all distribution of other disposition made thereof. The amount of each kind of stock or securities and other property received shall be stated on the basis of the fair market value thereof at the date of the exchange;

A A statement of the amount and nature of any liabilities assumed upon the exchange, and the amount and nature of any liabilities to which any of the property acquired in the exchange is subject.

B. Every taxpayer, other than a corporation, party to the reorganization, who received stock or securities and other property or money upon a tax-free exchange in connection with a corporate reorganization shali incorporate in his income tax return for the taxable year in which the exchange takes place a complete statement

of all facts pertinent to the non-recognition of gain or loss upon such exchange, including:

A statement of the cost or other basis of the stock or securities transferred in the

exchange; and

2.A statement in full of the amount'of stock or securities and other property or money

received from the exchange, including any liabilities assumed upon the exchange

and any liabilities to which property received is subject. The amount of each k of stock or' securities and other property (other liabilities assumed upon the exchange) received shall be set forth upon the basis of the fair market value thereof at the date of the exchange.

C. Records in substantial form shall be kept by every taxpayer who participates in a tax-free exchange in connection with " a corporate reorganization showing the subsequent disposition of such stock of securities and other property received from cost or other basis 'of the transferred property or money received (including any liabilities assumed on' the exchange, or any liabilities to which any of the properties received were subject), in order to facilitate the determination of gain or loss from

the exchange.

respective income tax returns for the taxable year in which the merger oecurred a copy of the request for ruling filed with, and the corresponding ruling issued by, the Bureau of In addition to the foregoing requirements, the parties shall enclose with their

Internal Revenue, both duly stamp-received by the appropriate office of the Bureau of

Internal Revenue.

Such parties shall include as a note to their respective audited financial statements

for the taxable year in which the merger occurred a statement to the effect that they hold

such assets/shares acquired in a merger'and the year in which such merger occurred, and

in the taxable years until the'subject properties are subsequently transferred to another

transferee.

0

Section 40(C)(2) & 6(b) SAFI-NAI merger 9 S40-027-2020 JUL 3 0 2020

surviving/transferee corporation shall record in their respective books of accounts the mandatory accounting entries stated in Annex "B" hereof, pursuant to Revenue Memorandum Order (RMO) No. 17-2016. Moreover, the shareholders of the absorbed/dissolving corporation and the

Certificates of Title (TCT) and Certificates of Stock, the date the merger was executed. the original or historical cost of acquisition of the properties or shares of stock involved. and the fact that no gain or loss was recognized as a result of such merger; provided however, that any violation by the Register of Deeds or by the Corporate Secretary of this condition shall be penalized under Section 269 or 275, as the case may be, of the Tax Code of 1997. as amended. Furthermore, the parties shall cause to annotate at the back of the Transfer

Bureau of Internal Revenue, proof of annotation of the substituted basis of the shares of stock and/or real properties involved in the transfer within ninety (90) days from receipt of this ruling. Violation of this requirement is subject to the penalties provided in Section 275 of the Tax Code of 1997. Finally, the parties are required to submit to the Law and Legislative Division,

This ruling is being issued on the basis of the foregoing facts as represented. However, if upon investigation, it will be disclosed that the facts are different, then this ruling shall be considered null and void.

Very truly yours, 1ay80Mea

Commissioner of Internal Revenue CAESAR R. DULAY

-036057 y

K-1 gps(safi-nai merger)

Section 40(C)(2)& 6(b) SAFI-NAI merger 10 S40-0427-2020 JUL 3 0 2020

Annex "A"

and Revenue Memorandum Order No. 32-2001 dated November 28, 2001) LIST OF PROPERTY/IESTRANSFERRED (Pursuant to Section 40(C)(2) and 6(c) of the Tax Code of 1997. Revenue Regulations No. 18-2001 dated November 13, 2001

Name of Transferee: NUTRI-ASIA, INC.

No. Properties Nature of Declaration No. Title No./Tax Certificates of Transfer Property Description and Classification Acquisition Cost Adjustment / Depreciation Adjusted Basis Original/ (in PhP)

N Condominium

2 Land

3 Imp -

Warehouse

Imp -

h Warehouse Imp -

Warehouse

6 Imp

Open Shed

1 Land

8 Land

Imp - Warehouse

10 Land

Building Imp

12 Imp -

Fence

13 Imp -

Building

14 Imp

Stockroom

Section 40(C)(2)& 6(b S40-0427-2020 SAFI-NAI merger 11 JUL 3 0 2020

15 Land

16 Land

1 Land

18 Land

19 Land

20 Land

TOTAL(Php)

No. Name of Issuing Corporation Stock Certificate No. Number of Shares Adjusteu, as indicated) (in Php) Valuation (Original or

NutriAsia, Inc. (BVI) TOTAL

The total Investment Properties amounts to Statement as of December 31, 2010. The difference of as indicated in the Audited Financial pertains to the development cost

included as part of Investment Properties.

ITRGER

[Entry to Journal Tax-Free Particulars Record the Exchange Investment in (name of transferee) (The entry/ies shall be per individual shareholder of the absorbed corporation To record the Tax-Free Exchange (TFE) of investment in Dividend Income (net of FWT on dividend) Investment in (name of dissolving corporation) Individual Shareholders' Book XXX.XX xxx.xxOthers Assets (as applicable XXx.xxPPE-Land&Improvement (for real props) Investment in (issuing corp. for shares of stock) Additional Paid-In Capital Liabilities Capital Stock Transferee's Book Annex "B" XXX.XX XXX.XX XXX.XX XXX.XX XXX.XX XXX.XX

Sheet Notes Balance Entry (share type) shares of (name issuing corporation/s) with aggregate fair market value of P (type and no. of share) of (name of transferee) with par value of P Investment includes (no. and type of share/s) with par from the Tax-Free Exchange of investment in (no. and type of share/s) of (issuing corporation/s) covered by Stock Certificate No/s. Were acquired for the total cost of (substituted basis) value of p and which have fair market value as of the date of exchange amounting to P per share. in (name of transferee) resulting in exchange for which and other assets with aggregate fair market value of To record the Tax-Free Exchange (TFE) of real properties. investment in (share type) shares of (name issuing corp/s). merger, in exchange for (type and no. of share) of (name of transferee) with par value of P of (issuing corporation/s) and other assets were acquired Articles of Merger, including the increase of the (name of transferee) of the investment/s amounts to (FMV at the time of exchange). The real properties. by Transfer Certificate of Title and Stock Certificate Real properties, investment in (no. and type of share/s) through merger as evidenced by Plan of Merger and Authorized Capital Stock of (name of transferee) approved by the Securities and Exchange Commission on (date). The total acquisition cost/substituted cost to investiment/s and other assets were previously covered Nols. including liabilities assumed resulting from issued by (issuing corporation/s) and per share.

are now presently covered by Stock Certificate No/s shares in the name of (name of transferee) constituting (no. and type of share/s) [total]

Proforma Subsequent Entries to Record Sale I Cash or Accounts receivables Investment in (name of transferee) Gain on Sale of Investment XXX.XX XXX.XX XXX.XX Cash or Accounts receivables Investment in (name of issuing comoration) / PPE - Land & Improvement / Other Assets Gain on Sale of Investment XXX.XX XXX.XX XXX.XX

Transfer To record subsequent sale / transfer of investment acquired thru Tax-Free Exchange Current Tax Payable XXX.XX XXX.X investment/s and/or other assets acquired thru Tax-Free Current To record subsequent sale / transfer of reall properties. Tax Payable XXX XXX.XX

Provision for Tax as follows: Provision for tax as follows.

1U Net Capital Gains Tax Tax Type 5% on P100,000 and 10% on excess Tax Rate* Gains realized on Multiply By TE Amount D Net Capital Gains Tax Tax Ty pe Ta Rate* 15% Maip[y By Gains realved on Suhsequent sale of nvestments Amount

Computation of Gain Realised on Subsequent Sale of Investment OR OR 2 [Stock Transaction Tax Ne Capital Gains Tax Stock Transaction Tax If subsequent sale/s of investment/s was/were made before January 1. 2018. Total Tax Payable the tax rales used in the compulation of Ne Capital Gains Ta and Stock Transaction Tax at the time of tax-free exchange shall apply Selling Price Less: Cost Substituted Basis Net Capital Gain on sale of unlisted shares 6/10 of 1% 1/2 of 1% 15% subsequent sale FMV of inv/5 at Gains realized on the time of TFE subsequent sale of investment/s Selling Price of investment at the time of XXX.XX KX.X XXX.XX XXX.XX XXX.XX XXX.XX Gain on sale of property/ies is subject.to Norma Corporate Income Ta (NCIT FMV at the time of subsequent sale/transfer refers to the selling price.zona OR [Stock Transaction Tax 3 Withholding Tax- value or the value reflected in the ta decarationwhichever is highes! Documentar Stamp Value-Added Ta\ Total Tax Payable ONETT Tax (DST) (VAT) Total Tax Payable Tax Type and fractional part theof] 1.5%09%er RRN s%oreven Pib 6O of 1 291 Bnate 12 Iinivestment at the subsequent sale Value(FMV) of Selfing Price of the propern/ies at the time of Multiply By Fair Market absequent sale transfe time of Amount AX XKXXI X8X.L XXX.XX XXX. XXX.X

* Per RMO 17-2016, the substituted basis of the stock or securities received by the transferor on a lax-free exchange shall be as to be transferred:(2 Less(a mone ovo (rina basi fe prope d. if ans. ock ofse b}u

the amount of any gain that was recognized on the exchange. if air market value of the other he amount treated as div idend of the shareholder,if anv.and (b) received.if an 3Plus.a

D

BUREAU OF INTERNAL REVENUE Quezon City

Making the Public Know

1 INDORSEMENT

National Office, the herein .copy of BIR Ruling No." or Certification Ruling SN No. 30th Street, Bonifacio Global City, Taguig City, pursuant to Section 40(C)(2) of the Tax Code of Asia Food, Inc. and Nutri-Asia, Inc., with principal office in JY Campos Centre, 9th Avenue cor. 1997 as amended Referred to the Revenue District Office No. 116, Large Taxpayers Service, BIR dated JUL 3 0 2020 , relative to the statutory merger of Southeast

of the above-mentioned ruling is presented to ascertain whether the facts as represented in the said ruling are true and the requirements set forth therein are complied with. In this connection, you are hereby requested to conduct necessary evaluation once a copy

Your prompt report hereon is earnestly desired

aeealwe

Commissioner of Internal Revenue CAESAR R.DULAY

O

K-1