20November 2019

ATTY. DENNIS ARVIN L. CHAN

BERNARDO PLACIDO CHAN &LASAM LAW
Units 2303 & 2304, 139 Corporate Center,
139 Valero St., Salcedo Village, Makati City

Gentlemen:

Re: Notice of Cancellation and Nullity of

Purchase Agreement dated 30 August
2019
--------------------------------------------------------

We write on behalf of our clients, Mr. Alberto V. Jimenez and

Ms. Socorro V. Jimenez, relative the above-captioned agreement which
was entered into between the latter as sellers, and your client, Aladdin
Fintech, Ltd., represented by Liang Song, as buyer.

Anent thereto, please be advised that our clients have already

prepared and signed the Conditional Deeds of Sale and they have also
endorsed the stock certificates covering fifty-one point ninety-two
percent (51.92%) of Rural Bank of Mangaldan, Inc.’s (“RBM”) common
shares.Photocopies of the said documents including the corresponding
Special Power of Attorney are hereto attached as Annexes “A” to “M”, all
with sub-markings, for your reference, as follows:

Annex Shareholder Description No. of

share
s
A to Andrada, Juliet Signed Conditional Deed of Sale of Shares 3,284
A-43 with corresponding duly endorsed
Certificates of Stock
B to B- De Vera, Maria Signed Conditional Deed of Sale of Shares 3,038
4 Immaculada with corresponding Certificates of Stock
C to Dizon, Maria Signed Conditional Deed of Sale of Shares 4,964
C-40 Teresa with corresponding Certificates of Stock
 D to Jimenez, Alberto Signed Conditional Deed of Sale of Shares 84,062
D-153 with corresponding Certificates of Stock
E to E- Jimenez, Jason Signed Conditional Deed of Sale of Shares 2,983
30 Patrick with corresponding Certificates of Stock
and Consularized Special Power Attorney
executed by Jason Patrick Jimenez and
Jerome Michael Jimenez for Jose K.
Jimenez dated 16 October 2018
F to F- Jimenez, Jerome Signed Conditional Deed of Sale of Shares 2,984
31 Michael with corresponding Certificates of Stock
and Consularized Special Power Attorney
executed by Jason Patrick Jimenez and
Jerome Michael Jimenez for Jose K.
Jimenez dated 16 October 2018
G to Jimenez, Jose K. Signed Conditional Deed of Sale of Shares 6,288
G-54 with corresponding Certificates of Stock
H to Jimenez, Jose Signed Conditional Deed of Sale of Shares 10,546
H-43 Vicente with corresponding Certificates of Stock
I to I- Jimenez, Signed Conditional Deed of Sale of Shares 59,452
63 Margarita V. with corresponding Certificates of Stock
and Notarized Special Power of Attorney
executed by Margarita De Vera Jimenez
for Socorro Jimenez dated 03 September
2019
J to J- Jimenez, Maria Signed Conditional Deed of Sale of Shares 31,676
72 Gracia Ana with corresponding Certificates of Stock
K to Jimenez, Socorro Signed Conditional Deed of Sale of Shares 32,477
K-74 V. with corresponding Certificates of Stock
L to L- Sandoval, Ignacia Signed Conditional Deed of Sale of Shares 3,430
12 with corresponding Certificates of Stock
and Notarized Special Power of Attorney
executed by Ignacia Sandoval for Maria
Immaculada De Vera dated 22 October
2019
M to Villamil, Corazon Signed Conditional Deed of Sale of Shares 14,394
M-4 with corresponding Certificates of Stock

As regards the affidavit mentioned in paragraph 1 of the Purchase

Agreement, it was previously established that the same shall be executed
and signed by your client. Hence, the same was no longer attached
herein.
 Be that as it may, a reading of the subject Purchase Agreement
readily shows that the same is null and void for being contrary to law,
more particularly the provisions of Republic Act No. 7353, otherwise
known as Rural Bank Act of 1992, as amended, and other related laws
and regulations, limiting foreign ownership of voting stocks in rural
banks. In addition, your client is fully aware that RBM owns several
parcels of land in the Philippines and as such, foreign-owned companies,
including Aladdin Fintech, Ltd., are prohibited from acquiring 100% of
the issued and outstanding capital stock of RBM. We have also perused
the provisions of the Purchase Agreement and discussed the same with
our client. Based on our discussion and review of the provisions thereof,
we believe that the Purchase Agreement is also null and void for reasons,
among others, that there was no meeting of the minds between the
parties therein.

Accordingly, although our clients have already prepared, signed

and endorsed the documents mentioned above, we regret to inform your
client that we cannot deliver the original copies thereof due to the patent
nullity of the Purchase Agreement. Our clients are also constrained to
cancel the said agreement, and notice is hereby given to your client of the
cancellation of the subject Purchase Agreement for reasons mentioned
above.

We trust that you understand our clients’ position on the matter.

Very truly yours,

BENIGNO G. PAR, JR.

DENISE PAULINE P. PURUGGANAN

JOSE ANICETO DAVID S. DEALINO