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GENERAL LIST OF DOCUMENTS INITIALLY REQUIRED FOR LEGAL DUE

DILIGENCE EXAMINATION

1. CORPORATE STRUCTURE AND STANDING


a. Articles of Incorporation (original and amended, if applicable)
b. By laws (original and amended, if applicable)
c. Stock and Transfer Book
d. Stock Certificate Book
e. General Information Sheet (GIS) filed with the SEC during the last 3 years
f. Minutes Book (regular and special meetings of the Directors and
Stockholders)
g. Audited Financial Statements (preferably those filed with the SEC during
the last 3 years)
h. Licenses and/or Permits issued to the corporation that are material to the
business of the corporation such as, but not limited to, business permits,
environmental compliance certificates and mayors permits, including its
Certificate of Registration as a Value Added Service Provider (CCAD-0014-
98-VAS) and related documents.
i. Business Name Registration/s
j. List of Directors and Officers for the last 3 years
k. List of Stockholders for the last 3 years with citizenship, number and class
of shares owned by each
l. Documents on reporting compliance with the SEC
m. Information Statements, Proxy Statements and Annual Reports to the
stockholders for the last 3 years
n. List of subsidiaries and affiliates and the AOI, BL, GIS and AFS thereof.
o. The documents evidencing share transfers and all documents on
subsequent share transfers
p. The Subscription Agreements, if any.
q. Documents relating to capital increase, if any

2. LIABILITIES
a. Debt or loan instruments and documents, including the credit agreement,
promissory notes
b. Security documents, e.g. mortgage and pledge agreements, including the
Real Estate Mortgage
c. Materials given to creditors and investors in connection with obtaining
credit or investments or prepared for potential lenders and investors.
d. Write-ups or reports on debt secured or loans granted and on the
procedures and policies in the obtention and/or granting of loans.
e. Counsel/s opinion on any loan or other transaction
f. Any due diligence report (legal and financial) and information
memorandum on the company issued preferably during the last 3 years

3. ASSETS
a. List of real estate properties owned by the company, with title numbers
and location
b. Transfer Certificate of Title (TCT) and other documents evidencing title or
possession of real properties
c. Documents on leases, mortgages, pledges, encumbrances or other
restrictions on real property
d. Documents on investments made, including commercial papers,
certificate of stocks and loans or advances granted to other persons or
entities
e. Insurance policies on assets of the company
4. TAXES
a. Tax returns filed during the last 3 years
b. Documents on payment of taxes and custom duties during the last 3
years
c. Documents on importations made during the last 3 years
d. Documents on any tax or custom duty liabilities or potential liabilities,
assessments, protests or tax cases
e. Tax rulings, application for tax rulings, tax certificates, tax exemption
documents, tax credits and other arrangements issued during the last 3
years
f. Documents on any tax claim

5. LITIGATION/CLAIMS
a. List of cases involving the company, whether in court or any
administrative agency, including arbitration proceedings, with a brief
description and status thereof
b. Complainants, petitions and other initiatory pleadings filed by or against
the company and other material pleadings filed in connection therewith
(including those referred to in 6(6) below)
c. Demand letters by or against the company and documents relating to any
potential claim by or against the company, including those by or against
the government agencies

6. EMPLOYMENT ISSUES
a. Collective bargaining agreement/s, if any
b. Employment contracts
c. List of employees, with their corresponding positions, date of employment
and latest salaries and wages
d. Documents on any claim by any employee against the company
e. Notices from the DOLE and its agencies in connection with labor
standards, dismissal, strikes and lockouts, conciliator and mediation
proceedings.
f. Complaints, petition and other initiatory pleadings, notice of strike and
lockout and other related documents in connection with any labor
g. Pension plans, retirement plans, profit sharing plans, employee trust
funds, stock opinion plans, compensation plans and other similar plans.

7. INTELLECTUAL PROPERTY
a. Certificates of registration of any patents, trademarks and copyrights
b. Licensing, agreements, technical assistance arrangements, management
contracts and other agreements involving the use of patents, trademarks,
copyrights, business systems and other intellectual property
c. Information on software and computer programs owned by the company,
proofs of ownership thereof, or applicable licenses

8. OTHER MATERIAL CONTRACTS


a. Contracts with suppliers, contractors and developers
b. Joint venture, partnership merger, consolidation agreements
c. Outstanding performance guarantees and bonds
d. Documents on the acquisition and disposition of companies, significant
assets and business in the last 3 years
e. Contracts with the government or any agency or subdivision thereof
f. Secrecy, confidentiality and non-disclosure agreement
g. Management, agency or similar agreements
h. Contracts with advisers, consultants, brokers and counsels
i. Agreements with subsidiaries and affiliates and related documents
j. Contracts