BIR Ruling No. 293-2021

Me

REPUBLCOF THF PHHLHPPINES

DEPART&ENT GF FINANCE

BUREAU OF INTERNAL REVENUE

Quezon City

[Sec.40(C)(2)&(6)(b): RR 18-0)] B1R Ru{ing No.2T4-12 BIR Ruling No. 075-18

+M- N{u

2GO GROUP, INC 8th Floor, Tower 1, Double Dragon Plaza EDSA Extension cor. Macapagal Avenue Pasay City

Attention: Atty. Atty. Kenneth S. Ng

Gentlemen:

This refers to your letter dated December 6. 2018 requesting for confirmation that the merger of Negros Navigation Co. Inc. ("NENACO"), as the absorbed corporation with 2GO Group Inc. (2GO") as the surviving corporation. is a tax-free merger within the contemplation of Section 40(C)(2) in relation to Section 40(C)(6)(h) of the National Internal Revenue Code of 1997, as amended ("Tax Code").

Background

It is under the control of NENACO) as its parent company, owning 88.31% of the shares of 2GO. Million Three Hundred Forty Three Thousand Six Hundred Seventy (4.070.343.670) shares with Shares with a total par value of Two Billion Four I lundred Forty-Six Million One Hundred Thirty Six Thousand Four Hundred Pesos (P2.446.+36.400.00) are subscribed and paid-up. duly registered with the Securities and Exchange Conmission (SEC) under Company Registration 2GO has an authorized capital stock of Four Billion Seventy Million Three Hundred Forty Three par value of P1.00 per share.Out of the authorized capital stock of 2GO, Two Billion Four Hundred Forty-Six Million One Hundred Thirty-Six [housand Four H lundred (2,446.136.400) No. Thousand Six Hundred Seventy Pesos (P4,070.343.670.00)' divided into Four Billion Seventy 2CO, with Tax Identification Number (TIN) on January i. 1996. to engage primarily in the business of freight and passage services. is a domestic corporation

registered with the SEC and is engaged in domestic shipping operations. such as. of owning. Hundred Seventy Five Million Pesos (975.000.000.00) Preferred shares series B divided into One the total authorized capital stock of NENACO. Eight Billion Three Hundred Sixty-Nine Miltion Eight Hundred Eighteen Thousand Eight Hundred Seventy (8.369.8 18.870) shares with a par value maintaining, Servicing. operating. leasing. chartering and chartering out shipping vessels. NENACO has an authorized capital stock consisting of Ihree Billion Six Hundred Fifty Six Million Three Hundred Eighty Thousand Pesos (P3.656.380.000.00) common shares divided into Twelve Biltion Four Hundred Six Million Nine Hundred Ihousand (12,406.900.000). with a par value of P0.20 per share, Two Hundred Million Pesos (P200.000.000.00) Preferred shares series A divided into One Biltion Shares (1.000.000.000) with a par value of P0.20 per share and Nine Billion Five Hundred Million (1.500.000.000) shares with a par vatue of P0.65 per share. Out of On the other hand, NENACO with T{N: is a domestic corporation duly

the amount of P4,564,330 which is considered part of the authorized capital stock of 2G0. 1 The Artictes of Merger submitted to the Securities and Exchange Commission still includes the preferred shares in L

Negros Navigation - 2(jo(roup, Inc. Sec.4(){(}{2}&{6}{h}

of One Billion Six Hlundred Seventy-Three Milion Nine Hundred Sixty-T`hree Thousand Seven Hundred Seventy-Four Pesos (P1,673,963.774) are subseribed and paid-up.

NENACO and 2GO as set forth in their respective Audited Financial Statements (as of December 31, 2018) fifed with SEC together with the Articles of Merger and Plan of Merger, are as follows: To summarize, the authorized capital stock issued and outstanding capital stock of

2G0

Share Common Tvpe of Share Value Par P 1.00 (No. of Shares) Capital Stock Authori zed Authorized Capital (Amount) Stock (No. of Shares) Capital Stock Outstanding Issued and Capital Stock Outstanding Issued and (Amount)

NENACO

Common Preferred Series B Share Shares Series A Shares Preferred Type of Share Par Value P 0.20 P 0.20 (0.65 (No. of Shares) Capital Stock Authorized. Authorized Capital 3 (Amount) Stock (No. of Shares) Capital Stock Outstanding Issued and 8 Capital Stock Outstanding Issued and (Amount)

assets amounting to Six Billion One Hundred Three Million Four Hundred Fifty-Seven Thousand Pesos (6.103.457.000.00) and total tiabilities of Three Hundred Fourteen Million Seven Hundred Forty-Two Thousand Pesos (P314,742,00o.00). Based on its Audited Financial Statement as of December 31. 2018. NENACO has total

approved the 'merger between 2GO and NENACO with 2GO as the surviving corporation. It is the month following the date when the Certificate of Merger shall have been issued and released Iegal structures, create synergy, and promote operational efficiency and cost etfectiveness. by the SEC ("Effective Date of' Merger"). The merger was undertaken to simplify their collective further agreed in the Plan of Merger that the Effective Date of the merger shall be the first day ot On April 5. 2018. the Board of Directors and Stockholders of the two corporations

of NENACO and 2GO with the latter as the'surviving entity. On September 18. 2018. the SEC approved the Articles of Merger and the Plan of Merger

of the merger. all the issued and outstanding shares of the capital stock of' NENACO hekd by the merger to the stockholders of NENACO proportionate to their stockholdings in NENACO. In stockholders of NENACO shall be exchanged tor shares in the capital stock of 2GO on the basis of the net asset value of NENACO. Considering that a portion of the assets transferred to 2GO are its own shares of stock, 2G0 will re-issue those shares which it reacquired as a consequence of the In the implementation of the Merger hetween 2(O) and NENACO. upon the effective date

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Negros Navigation - 2Go Group, Ine. Sec. 4(}{(C}(2}&(6){h}

addition to the shares which will be re-issued in exchange for the shares reacquired by 2GO from NENACO, 2GO will issue new common shares to the stockholder of NENACO.

Pursuant to the Plan of Merger, 2GO will issue a totai of Two Biltion One Hundred Seventy Six Million One Hundred Fifty One 'Thousand Nine Hundred Seven (2.176,151,907) shares with a par value of One Peso (P 1.00) per share to the stockholders of NENACO in exchange for the net assets of NENACO, which shares are composed of the Two Billion One Hundred Sixty Million

Sixteen (16,009,916) shares from the unissued authorized capital stock of 2GO, as follows: One Hundred Forty One Thousand Nine Hundred Ninety One (2.160,141,99 1) shares reacquired by 2GO as a consequence of the merger, and Sixteen Million Nine 'Thousand Nine Hundred

China-ASEAN Holdings, Inc. Stockholder Marine B.V. Investments Corporation KGLI-NM Name of TOTAL Public SM Nationality Foreign Filipino Filipino Common Common Common Common Type No. of Shares and Paid-up Subscribed and Paid-up Subscribed Amount (in PhP) Percentage of Ownership

outstanding capital stock of 2GO are as fotlows: Beginning on the Effective Date of Merger. the authorized capital stock and issued and

2GO (Beginning the Effective Date ot Merger)

Common Share Type of Share Value PT.00 Par (No. of Shares) Capital Stock Authorized Authorized Capital (Amount) Stock {(No. of Shares} Capital Stock Outstanding Issued and Capital Stock Outstanding Issued and {Amount}

Based on the foregoing representations. you now request for confirmation that:

Section 40(C)(2) in relation to +0(C)(6)(b) of the Tax Code because 2GO), pursuant to the structure of the parties to the merger, create synergy, and promote operational efficiency and cost effectiveness, and not for the purpose of escaping the burden of taxation. Hence no gain or loss will be recognized by: same is being undertaken for bona fide business purposes to simplify the collective tega! The transaction descrihed above constitutes a "Merger" within the contemplation ot Plan of Merger. acquired all the assets and assumed all the fiabilities of NENACO and the

NENACO, upon the transfer and conveyance of its assets to 2GO and upon assumption by 2GO of NENACO's liabilities. obligations and undertakings pursuant to the Plan of Merger.

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Sec.4(}(}{2}&{6}(h} Negros Navigation - 2Go Gronp. Ine

h. The stockholders of NENACO. including its nominee stockholders, upon receipt of 2GO shares in exchange for NENACO shares.

C 2GO, upon its receipt of the assets transferred by NENACO and its assumption of' tiabilities, undertakings and obiigations of NENACO, as well as upon the issuance by

2GO of its shares of stock to"NENACO stockholders, who shail surrender their NENACO stock certificates for cancellation, pursuant to the Plan of Merger.

2 The above-mentioned transactions and exchanges pursuant to the Plan of Merger of NENACO into 2GO are not subject to donor's tax: and

3. The transfer by NENACO of its assets pursuant to the Plan of Merger is not subject to

value-added tax ("VAT") and any unused input tax of NENACO as of the effective date of Merger shall be absorbed by 2GO as the surviving corporation pursuant to Sec. 4.106-8(b) of Revenue Regulations ("RR") No. 16-2005, as amended.

In reply thereto, please be informed as follows:

1. The foregoing merger of NENACO and 2GO is a merger within the contemplation of

Section 40(C)(2) and (6)(b) of the Tax Code because 2GO's acquisition/assumption of all the assets and liabilities of NENACO is heing undertaken to simplify their collective legal structures. create synergy, and promote operational efficiency and cost effectiveness. Thus, said merger was undertaken for a bona fide business purpose and not for the purpose of escaping the burden of taxation.

pursuant to and as a consequence of the merger. The merger of NENACO and 2GO qualifies for non-recognition of gain or loss for income or loss'shall be recognizcd by 2GO, as the transferee. on its receipt of the assets and Tiabilities of NENACO and NENACO, as the transferor ot its assets and tiabilities to 2GO. tax purposes in accordance with Section 40(() (2) of the Tax Code. Accordingly. no gain

Code} the amount of any gain that was recognized in the exchange. (Sec. 40 (C)(5)(a) of the T'ax The basis of the shares of stocks to be received by the stockholders of NENACO upon the exchange shall be the same as the basis of the propcrties, stocks or securities exchanged. decreased by ( ) the money received, and (2) the fair market value of the other propertv/ies received and increased by (a) the amount treated as dividend of the shareholders and (b)

((')(4)(b), supra) of a capital asset or of property which is not a capital asset, as the case may be. (Sec. t0 If the amount of the liabilities assumed plus the amount of the liabilities to which the property is subject excced the total of the adjusted basis of the property transferred pursuant to such exchange. then such excess shall be considered as a gain from the sale or exchange transfer. (Sec. 40 (C)(5)(h), supru) increased by the amount of the gain. if any, recognized to the transferor (NENACO) on the The basis of the properties transterred in the hands of the transferee (2(0), tisted in -nnex "+" hereof, shall be the same as it would be in the hands of the transferor (NENACO)

Hiabilities assumed and to which the property is subject do not exceed the adjusted basis ot The substituted bases of the properties transferred hy NENACO to 20O should strictty comply with the rule that cash and other cash itens will be excluded from the computation of the adjusted bases of the properties transferred for purposes of determining whether

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Sec.4({(}(2}&{6){h} Negros Navigation - 2Go (roup, Ine

the properties transferred, pursuant to No. IV (A) (2) of Revenue Memorandum Ruling (RMR) No.2-2002 dated June 10, 2002.

Accordingly. the allocated shares and liabitities and the substituted basis of the properties transferred by NENACO, as of December 31. 208, are as follows:

Amount (in Php) Allocated Liabilities Allocated Shares Basis (in Php) Substituted

Cash Receivables Trade and other 1

Other current assets Property and Equipment

Other non-current assets Investment in subsidiaries

TOTAL

Crren Liabilities Total (Current Liahilities Trade & other payables Liabilities (in Thousands) Amount

Non-current liabilities Total Noncurrent Liuhilit ies TOTAL Deferred Tax Liabilities

2. Well-settled in our jurisprudence is the fact that the essential elements of a valid donation 3 No documentary stamp tax (DST) is due on the transfer imade pursuant to the Plan of 9243. in relation to Section 40(()(2) of the Tax Code. However. the original issuance of treasury shares as a consequence of the merger shall be subject to DsT' at the rates of P2.oo Clearly, there is no intention on the part of any of the parties to the merger -- NENACO to and the transaction is a hona fide merger effected solely for business reasons. Merger under Section 199(m) of the tax (ode, as amended hy Republic Act (R.A.) No shares hy 2GO) to the stockholders of NENACO. as well as the re-issuanee bv 20O of its donate to 2GO its assets since the transaction is purety for a legitimate husiness purpose Thus the aforesaid merger will not be subject to gift tax since there is no intention to donate. 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 (unimus donandi).

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Sec.40(()(2)&(6)(h} Negros Navigation - Go Group, Ine

and P1.50, respectivety, on each P200.00 par value. or fractional part thereof, as provided under Seetion 174 of the Tax Code, as amended.

1 The transfer of properties of NENACO to 2GO as a consequence of the merger shall not

be subject to any output tax, pursuant to Section 4.109-1(B)(!)(x) of Revenue Regulations (RR) No. 13-2018, since the said transfer is considered a VAT-exempt transaction under Section 34 of Republic Act (RA) No. 10963. The conveyance of properties to effectuate a merger is not made in the course of business but by operation of iaw pursuant to the merger. Thus, any unused input tax as of the effective date of merger will be absorbed by 2GO, as the surviving corporation pursuant to Section 4.106-8(b)(3) of RR No. 16-2005, as amended by RR Nos 4-2007 and i0-2011.

5. The excess and unutilized creditable withholding taxes (CWT) of NENACO as of the

effective date of the merger, which form part of the assets to be transferred by NENACO to 2GO as a consequence of the merger, may be applied as a tax credit by 2GO against its income tax due for the taxabie year 2018, the effective date of the merger being September l, 2018, and in the succeeding taxable years, or may he the subject of a claim for refund or issuance of a tax credit certificate (TcC).

6. The excess and unexpired MCIT of NENACO as of the effective date of the merger as of year 2018, if any, shall be carried forward and credited against the normal income tax due of the surviving corporation, 2GO. for the three (3) immediately succeeding taxable years pursuant to Section 27(E)(2) of the Tax Code, as amended. 7. It is to be emphasized, however, that the net operating loss carry-over (NOLCO) under of hy NENACO oniy. Accordingly. the tax-free merger between NENACO and 2GO does not cover the NOLCo of'the former. absorbed by the surviving corporation. 2GO. as this privilege or deduction can be availed Section 34 (D) (3) of the Tax Code, and as implemented by Revenue Regulations No. 14-2001, of NENAC0, if any. is not one of their assets that can be transferred and

The retained earnings. if any, of NENACO are subject to the ten percent (10%) final withholding tax on"dividends constructively received by its shareholders pursuant to Section 24 (B)(2) of the Tax Code, as amended. (BIR Ruling No. 1+22-18 duted December 7, 2018

Section 40(C)(2) and (6)(b) of the Tax Code. the parties to the merger should comply with the following requirements set forth under Revenue Regutations No. 18-2001: A. The plan of reorganization shouid be adopted hy each of the corporations. parties thereto. 2. A complete statement of alf cost or other basis of all property. including all stocks or of gain or loss in connection with the reorganization, including: appearing upon the official records of the corporation. Each corporation. which is a party to the reorganization, shall file. as part of its return for the taxable year within which the reorganization occurred a complete statement of all facts pertinent to the non-recognition the adoption being shown by the acts of its duly coustituted'responsibte otficers and In order that the above-described reorganization can be considered as merger under A copy of the plan of reorganization, together with a statement executed under the securities. transferred incident to the plan:t penalties of perjury, showing in full the purposes thereof and in detail all transactions incident to, or pursuant to the plan:

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Sec.() & (h) Ne'gros Nuvigation - 2Go( H00.h

A statement of the amount of stock or securities and other property or money received 3 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:

4. A statement of the amount and nature of any liabilities assumed upon the exchange.

and the amount and nature of any tiabilities 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 shall 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:

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

exchange; and

A statement in full of the amount of stock or securities and other property or money. or securities and other property (other iiabilities assumed upon the exchange) received shall be set forth upon the hasis of the fair market value thereof at the"date of the any liabilities to which property received is subject. The amount of each kind of stock received from the exchange, including any liabilities assumed upon the exchange, and exchange.

C. Permanent records in substantial form shall he kept by every taxpayer who participates in of such stock of securities and other property received from the exchange. a tax-free exchange in connection with a corporate reorganization showing the 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 subsequent disposition

No. 17-2016. surviving/transferee corporation shail record in their respective books of accounts the mandatory accounting entries stated in Annex "B" hereof. pursuant to Revenue Memorandum Order (RMO) duly stamp-received by the appropriate office of the Bureau of Internai Revenue. taxable year in which the merger occurred a statement to the effect that they hotd 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 transteree. income tax returns for the taxable year in which the merger occurred a copy of the request for ruling filed with. and the corresponding ruling issued by. the Bureau of Internal Revenue, both Moreover. the shareholders of the absorbed/dissolving corporation and the In addition to the foregoing requirements, the parties shall enclose with their respective Such parties shall include as a note to their respective audited financial statements for the

costs of acquisition of the properties or shares of stock involved. and the fact that no gain or loss Seeretary of' this condition shall be penalived under Section 275 of the same (ode. It is further Title and Certificates of Stock. the date the merger was executed. the original/historical/adjusted was recognized as a result of such merger: provided however. that any violation hy the Corporate Furthermore, the parties shatt cause to annotate at the back of the T'ransfer Certificates of

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Sec.4{}{C}(2}&{6}{h} Negros Navigaion - 2GoGrop, lnc.

required that within ninety (90) days from receipt of this ruling, the parties to the transaction must submit to the Legal and Legistative Division, Bureau of Internal Revenue, proof of annotation of the original/historical/adjusted bases of the properties and/or real properties involved in the transfer and certified true copies by the Corporate Secretary. of duly annotated Certificates of Stock, in respect of the shares of stock of the transferee corporation, including the revised allocation of shares and re-computation of the substituted bases of the properties which shall be in accordance with RMR No. 2-2002.

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 ditferent, then this ruling shall be considered null and void.

1eusania Very truly yours.

(ommissioner of Internal Revenue CAESAR R. DULAY

044317

K - gps(negros navigation-20io)

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Sec.40)((}(2) & (6}(h) Negros Navigution 2GioGrop, Ine.

-2

Annex "A"

and Revenue Memorandum Order No. 32-2001 dated Novemher 28, 200 1) LIST OF PROPERTY/IES TRANSFERRED (Pursuant to Section 40(C)(2) and 6(c) of the Fax (ode of 1997. Revenue Regulations No. 1 8-2001 dated November 13. 2001.

Name of Transferee: 2GO GROUP, INC

2 No. Title No./Tax Dectaration Transfer Certificates of Nos. Classification Description Land/CR Property Land/CR and Cost (in Php) Acquisition Depreciation Original/Adjusted Basis (in PhP)

3 Land/CR

4 Land/CR S T Land/CR Land/RR I.and/RR

Land/RR

4 Land/RR

1) l.and/RR 1 Land/RR

TOTAL

C No Name of Issuing 2GO Group Inc. 2GO Group Inc Corporation TOTAL Stock Certificate No. Number of Shares Original Basis (in Php)

Certificates issued by 2GO in favor of NENACO are {1) additional paid-in capital and (2) capitalized transaction costs (e.g., consuiting and advisory fees) Declarations or non-registrable properties " Only represents the amount of real properties (with TCTs and Tax Declarations) or registrable properties. The ending Dec. 31, 2018 under Land and Leasehold fmprovements, represents those properties without ICTs and Tax 3 The difference of P 2,080,017,009 between the investment balance in the books of NENACO and the stock difference of P 67,066,167.38 from a total of P 83,813,000 a5 appearing in NENACO's Audited Financial Statements

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ANNEX "B"

Particulars (The entry/ies shall be per individuat shareholder of individual Sharehoider's Book the absorbed corporation) Transferee/Surviving Corporation's Book

Journal Fntry to Record the Tax Free Exchange I Investment in (transferee's name) Investiment in (naine of dissolving corp.) Dividend Income (net of FWT on dividend) XYY. Xx XXx. xY X XX.XX Investment in (issuing corp., for shares of stock)xxx.xx Other Assets (as applicable) PPE - Land & Improvement (for real props ) Lrablities XXX.XX XXX.XX XXX XX

Capital Stock Additional Paid-[n Capital XXX xX XXX. X

of (name of issuing corporatton/s) with aggregate fair market value of trinsferee) with par value of P 1 T'o record the Tax-Free Lxchange of investiment in (share type) shares in exchange for (type and no. ot share} of {name of per share. (share type) shares of (name of issuing corporation s), and other assets To record the Tax-Free Exchange of real properties, investment in with aggregate fair market value of P of (name of transferee) with par value of P assumed resulting from merger, in exchange for (type ind no. of share) : Including liabilities . per share

Balance Sheet Notes Entry Investment includes (no. and type of share/s) with par value of of investment in (no. and type of share/s) of (issuing corporation/s) Covered by Stock Certificate No/s. total cost of (substituted basis) and which have fair market value as of the date of exchange amounting to P In (name ot transferee) resulting from the Tax-Free Exchange which were acquired for the hy (issuing corporaton/s) and are now presenty covered by Stoxck Certificate No/s. Shares in the name of (name ot transferee). Real properties, investment in (no. and type of share's) of (issuing corporation's), and other assets were acquired through merger as evidenced by Plan of Merger and Articles of Merger, including the propertses, investment's, and other assets were previously covered hy increase of the Authorized Capital Stock of (naine of transferee). total acquisition cost/substituted cost to (name of transferee) of the Investment's amounts to (FMV at the time of the exchange). The real Transfer Certificate of Titte and Stock Certificate No s. approved by the Securities and Exchange Commission on (date). i'he constituting (no. and type of share.s) [total) Issued

Proforima Entries]Cash or Accounts Receivables Sate Transfer Subsequent to Record Current Proviston tor Tax as foilows tree exchange To record suhsequent sate Ciain on Sale of Investment T:ax Payable Investment in (name of transferee) transter of investment acquired thru lax- XYX xx KXX. X Y YX. XX XX. YXX xX Proviston for Tax as follows Cash or Accounts Receivables (`urrent I'ree exchange To record subsequent sale transfer of investrnent s acqured thru tas- Investment in (name of issuing corp.) PPE - Land & Improvement Other Assets tHain on Sale of Property tes* Tax Payable XSX X XXX XX XXX

OR O Stock Transactiron Hed in the computation ot Nt (apral cains fax ind Stock Iransactton Ta at the Iinic Stock [ran If suhsequent saleson Net ( opeta (iains Net ( apital (ams] th} I'st Ivx 1 T re exchange shal} spph P(xn arans realized on ta-free echange H n xn escess E at Ratc* Inw I L I otal PivaDl (jains realized on subsequent sale of +VV of incestment s at the time ot heling price ut my rhe tas-tree cschangt iI cubwquknt sak Multiply hy nslincnv Ineot al the tem JanoanI.x.the r Imount I M ()R Wthhnlding aIto e Vaiue-Adkled fax SampiaST Nct ( apital Gains Stock transacix Tax T'y pe [xnmentar [ax T y pe FTT T' RK No (-2i1 I(+ for cven PI (H N} ard hI nt I"a ictional pan Tas Rate a Ratc hctenf) I*c I otal Tar Payah popxertsres at the tome ot suhsequent [Scelhne priee st mestiment at the tume Ciains realized cn suheqent sate ot Tin Marhet Vale (+ AViot rhe .it snhscqucn sale Vultiply by tle transter Multiply hy Inse'strxent Imnunt H

puration of an Reared on Suhsequent Sale ot Inesmen Tes (nt iSnhstiluted Basis) T'thing Prce ha<spital inoneateof onsted shares HET I SV u the tume ot subsexueret salesr.nster rcters to rhe sefi Hre wolected in the ta .kectaraton ahetheser Is tw.hes f proper es is sehiet to Normal ('orporate ineome Lis +?

rmkor .n ...+.t. Hr R(I u 'wl, the substt St rie sthet propert tned it mt Plu i} he anont tnated e thanstered ettessta ninngtetssd. shall be s tollowstl He omnal bius vhkk wr ccuntics reeered hy th 1 1tJ fh

the ewhamweit m nt the -heelokker nt th) I amrunt ut UDLY