BIR Ruling No. 474-2021

RHI'UBLlc:OH THE HHILIPIMNES I DEPARTMENT OF FINANCT BUREAU O^INTEI^REVENUE Sec. 40(C)(2)&(6)(b) ofthe NIRC,as amended: RRNo. 18-01 BIR Ruling No.S40-0427-2020; BIR Ruling No.840-0384-2020 o ^fDM-0 7 '2 n ? 1 iiFc �; ? im ABAYA INVESTMENTS CORPORATION Suite A, Floor, Strata 100 Building, Emerald Avenue Ortigas Complex,Pasig City Attention: Ms Marlvn C. De Leon Corporate Secretary Gentlemen: This refers to your requeSt for confirmation that the merger of Wawona Holdings, Inc. ("WHI"), as the absorbed corporation and Abaya Investments Corporation ("AIC"), as the surviving corporation, qualifies as a tax-free merger under Section 40(C)(2) of the National Internal Revenue Code of 1997(NIRC),as amended. BACKGROUND I. WHI IS a corporation duly organized and existing under Philippine laws with pnnctpal othce at Floor, Strata 100 Building, F. Ortigas, Jn Road, Ortigas tpTn nnn nnJfno?d'iiv^id<ed into Three Million (3,000,000)Thsihratryes MaitllTieonn PPeessooss ( 0.00) par value ot which the amount of Thirty Million (P30,000,000.00) has been subscribed and paid. WHT-s primary purpose is to purchase,subscribe for or otherwise dispose ot real,and personal property of every kind and deseription including but not I mited to shares of stocks, debentures, notes, evidences of indebtedness and other securities. AIC IS likewise a cjirporation duly organized and existing under Philippine laws with prmcipaUdficeat 8'" Floor,Strata 100 Building, F. Ortigas,Jr. Road,Ortigas Center,PasigCity. AsofJune30,2016,it hasanauthorized capitalofSixty Million ((PPIi0n.o00n)?par value(It which the amount ofForty-(O6n,e00M0i,l0l0i0o)nsThwaroesHautndfreendPFeisfotsy Six�MMiililnion Five Hhuhdred fhousand Pe.sos(P36,562,500.a0n0d)thhaesabmeoenunptaiodf.TAhIirCtyi-s engaged in the leasiiig otcommercial buildingsand lot located in Metro Manilaand Cagayan de Oro Citt and has stocks investments in various corporations since its incorporation on Debcmber 27, 1944. 3. WHI and AIC hay agreed that a merger between them will he mutually advantageous and vvill result in specific benefits lo them,such as but not limited to