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COVER SHEET

S.E.C. Registration Number Z H I N T E R T R A D E C O R P O R A T I O N (Companys Full Name) RM 1 2 0 9 H E R R E R A O C O R T O W E R C I T Y L A N D O S T S .

R U F I N

N E R

V A L E R

M A K A T I C I T Y (Business Address: No. Street City / Town / Province) Manuel Morente Jr. Contact Person 0 6 3
Day

09175877869 Company Telephone Number 0 1 2


Day

Month

S T O C K Form Type

Month

Fiscal Year

Annual Meeting

Secondary License Type, if Applicable


Dept. Requiring this Doc. Amended Articles Number/Section

FIVE
Total Number of Stockholders

Total Amount of Borrowings

Domestic Foreign ----------------------------------------------------------To be accomplished by SEC Personnel Concerned _________________________ LCU _________________________ Cashier -----------------------

STAMPS
----------------------Remarks = use black ink for scanning purposes

ARTICLES OF INCORPORATION OF ZHINTERTRADE CORPORATION


(Name of Stock Corporation)

KNOW ALL MEN BY THESE PRESENTS:


The undersigned incorporators, all of legal age and nationals of the Republic of the Philippines, have this 25th day of July 2011, at Quezon City voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines;

AND WE HEREBY CERTIFY:


FIRST: That the name of said corporation shall be:

ZHINTERTRADE CORPORATION
SECOND: That the purpose or purposes for which such corporation is incorporated is to engage in and carry on the business of dealership, brokerage, manufacture and distribution of commodities, products, goods, wares, merchandise, machineries and equipment and in connection therewith to purchase, borrow, acquire, hold, exchange, distribute, sell, lend, mortgage, pledge or otherwise dispose of, import or export, process or turn to account in any lawful manner, commodities, goods, products, wares, merchandise and other articles of commerce or interests therein or instruments evidencing right to acquire such interests and to guarantee any and all obligations relating to transactions made to any board of trade, commodities exchange or similar institutions locally and across international borders or territories; Secondary Purpose: To guarantee, for and in behalf of the corporation, obligations of other corporations or entities in which it has a lawful interest;

THIRD: That the corporation shall have all the express powers of a corporation as provided for under Section 36 of the Corporation Code of the Philippines; FOURTH: That the principal office of the corporation is located and established at:

1209 Herrera Tower Cityland, Rufino corner Valero Streets, Makati City FIFTH: That the term for which said corporation is to exist is fifty (50) years from and after the date of issuance of the certificate of incorporation; SIXTH: That the names, nationalities and residences of the incorporators of the corporation are as follows: NAME 1. 2. 3. 4. NATIONALITY Filipino Filipino Filipino Chinese Chinese RESIDENCE

MANUEL A. MORENTE, JR. MANUEL G. ANDAYA PEDRO C. ANTIENZA ZHI LIN

5. FANYE MENG

Pinamalayan, Oriental Mindoro Roxas, Oriental Mindoro 201 Turo, Bocaue, Bulacan 3F 1036 Pale San Vitores Road, Tumon, Guam 3F 1036 Pale San Vitores Road, Tumon, Guam

SEVENTH: That the number of directors or trustees of the corporation shall be FIVE (5); and the names, nationalities and residences of the first directors or trustees of the corporation are as follows: NAME 1. 2. 3. 4. NATIONALITY Filipino Filipino Filipino Chinese Chinese RESIDENCE

MANUEL A. MORENTE, JR. MANUEL G. ANDAYA PEDRO C. ANTIENZA ZHI LIN

5. FANYE MENG

Pinamalayan, Oriental Mindoro Roxas, Oriental Mindoro 201 Turo, Bocaue, Bulacan 3F 1036 Pale San Vitores Road, Tumon, Guam 3F 1036 Pale San Vitores Road, Tumon, Guam

EIGHTH: That the authorized capital stock of the corporation is FOUR MILLION PESOS (PHP 4,000,000.00), Philippine Currency, divided into Four Million SHARES with the par value of One Peso per share (PHP 1.00/share); NINTH: That at least twenty five (25%) per cent of the authorized capital stock above stated has been subscribed of which twenty five (25%) per cent has been paid as follows:

Name of Subscriber 1. 2. 3. 4. 5. MANUEL A. MORENTE MANUEL G. ANDAYA PEDRO C. ATIENZA ZHI LIN FANYE MENG

Nationality No of Shares Amount Subscribed Subscribed Filipino Filipino Filipino Chinese Chinese TOTAL 800,000 800,000 800,000 800,000 800,000 P 200,000 P 200,000 P 200,000 P 200,000 P 200,000

Amount Paid P 50,000.00 P 50,000.00 P 50,000.00 P 50,000.00 P 50,000.00

4,000,000 P1,000,000 P 250,000.00

TENTH: That ZHI LIN has been elected by the subscribers as Treasurer of the Corporation to act as such until his successor is duly elected and qualified in accordance with the by-laws, and that as such Treasurer, he has been authorized to receive for and in the name and for the benefit of the corporation, all subscription (or fees) or contributions or donations paid or given by the subscribers; ELEVENTH: That the Corporation manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it. (Note: we may add another Article that pertains on the restriction as to the transfer of shares to guard the possibility of diminution of the voting power of the remaining stockholder the only requirement by law is to have a provision regarding the same written in the AOI and the Stock Certificate itself.) (Note: we may add another section for classifying the share of the Incorporators as a FOUNDERs SHARE giving it the exclusive power to vote any election of a Director within the maximum period of 5 years. such share will depend on the advantages and disadvantages that it may offer based on the corporate setting. IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation, this 25 day of June, 2011 in Quezon City, Metro Manila, Republic of the Philippines.
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......................................... MANUEL G. ANDAYA TIN ___________ ............................................ ZHI LIN

........................................... PEDRO C. ATIENZA TIN _________ ............................................. FANYE MENG

PROC PP NO. G40861954

PROC PP NO. G38623738

.............................................. MANUEL A. MORENTE, JR. TIN 124 300 315

(Signatures over Printed Name of the incorporators)

SIGNED IN THE PRESENCE OF: ............................................ ............................................. ACKNOWLEDGMENT Republic of the Philippines ) s.s. ) BEFORE ME, a Notary Public in and for Makati City, Philippines, this 9TH day of May, 2011 personally appeared: NAME 1. ZHI LIN 2. FANYE MENG 3. MANUEL G. ANDAYA 4. PEDRO C. ATIENZA 5. MANUEL A. MORENTE D/L ID/PASSPORT NO. Date&Place of Issue PP NO. G40861954 PP NO. G38623738 P/P No. 4390234 03/22/2010 LA, USA 11/29/2010 LA, USA Until August 2014/Lucena

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written.

NOTARY PUBLIC My commission expires December 31, 2011 Doc. No. ...............; Page No. ...............; Book No. ..............; Series of 2011

TREASURER'S AFFIDAVIT
REPUBLIC OF THE PHILIPPINES ) ) s.s. I, ZHI LIN, being duly sworn, depose and say: That I have been elected by the subscribers of the corporation as Treasurer thereof, to act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that as such Treasurer, I hereby certify under oath that at least 50% of the authorized capital stock of the corporation has been subscribed and has been paid, and received by me, in cash or property, for the benefit of the corporation. This is also to authorize the Securities and Exchange Commission and Bangko Sentral ng Pilipinas to examine and verify the deposit in the ___________________ (Name of Bank) _____________ (Branch)

in my name as treasurer in trust for ZHINTERTRADE CORPORATION in the amount of FOUR MILLION PESOS (PHP 4,000,000.00), Philippine Currency, representing the paid-up capital of the said corporation which is in the process of incorporation. This authority is valid and inspection of said deposit may be made even after the issuance of the Certificate of Incorporation to the Corporation. Should the deposit be transferred to another bank prior to or after incorporation, this will also serve as authority to verify and examine the same. The representative of the Securities and Exchange Commission is also authorized to examine the pertinent books and records of accounts of the corporation as well as all supporting papers to determine the utilization and disbursement of the said paid-up capital. In case the said paid-up capital is not deposited or withdrawn prior to the approval of the articles of incorporation, I, in behalf of the above named corporation, waive our right to a notice and hearing in the revocation of our Certificate of Incorporation. ..................................... Treasurer

SUBSCRIBED AND SWORN to before me, this ___day of ______________, 2011 Affiant exhibiting to me his CTC No. ___________issued at ____________ on __________. NOTARY PUBLIC
Doc. No. ...............; Page No. ...............; Book No. ..............; Series of 2011 My commission expires December 31, 2011.

BY-LAWS OF ZHINTERTRADE CORPORATION

ARTICLE I BOARD OF DIRECTORS Section 1 Powers of the Board Unless otherwise provided by law, the corporate powers of the corporation shall be exercised, all businesses conducted and all property of the corporation controlled and held, by the Board of Directors to be elected, by and from among the stockholders. Without prejudice to such general powers and such other powers as may be granted by law, the Board of Directors shall have the following express powers: To purchase, receive, take or otherwise acquire in any lawful manner, for and in the name of the corporation, any and all properties, assets, rights, interest or privileges, including securities and bonds of other corporations, as the transaction of the business of the corporation may reasonably or necessarily require, for such consideration and upon such terms and conditions as the Board of Directors may deem proper or convenient or beneficial to the corporation; To sell, lease, exchange, assign, transfer or otherwise, dispose of any property, real or personal, belonging to the corporation whenever in the judgment of the Board of Directors, the corporations interests would thereby be promoted; To invest funds of the corporation in another corporation or business or for any other purposes other than those for which the corporation was organized, whenever in the

judgment of the Board of Directors the interests of the corporation would thereby be promoted, subject to such stockholders approval as may be required by law; To incur such indebtedness as the Board of Directors may deem necessary and, for such purpose, to make and issue evidence of such indebtedness including, , without limitation, notes, deeds of trust, instruments, bonds, debentures, or securities, subject to such stockholders approval as may be required by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties and rights of the corporation; To guarantee, for and in behalf of the corporation, obligations of other corporations or entities in which it has a lawful interest; To make provisions for the discharge of the obligations of the corporation as they mature, including payment for any property in stocks, bonds, debentures, or other securities of the corporation lawfully issued for the purpose; To prosecute, maintain, defend, compromise or abandon any lawsuit in which the corporation or its officers are either the plaintiffs or defendants in connection with the business of the corporation, and likewise, to grant installments for the payment or settlement of whatsoever debts are payable to the corporation; To establish pensions, retirement, bonus, profit-sharing or other types of incentives or compensation plans for the employees, including officers and directors of the corporation and to determine the persons who will participate in any such plans and the amount of their respective participations; To delegate, from time to time, any of the powers of the Board of Directors which may lawfully be delegated in the course of the current business or businesses of the corporation to any standing or special committee or to any officer or agent and to appoint any person to an agent of the corporation with such powers (including power to sub-delegate), and upon such terms, as may be deemed fit; To implement these by-laws and to act on any matter not covered by these by-laws, provided such matter does not require the approval or consent of the stockholders under any existing law, rule or regulation.; and From time to time, to make and change rules and regulations not inconsistent with these by-laws for the management of the corporations businesses and affairs.

(Note: the power of the BOD were classified into 5 by law 1.) Expressly conferred or granted by the AOI, By Laws, or Official act of the BODs. 2.) Incidental or acts naturally or ordinarily done as they are reasonable to carry out the corporate purpose(s). 3.) Inherent or acts that go with the officers. 4.) Apparent or acts though not actually granted, the principal allows or permits it to be done. 5.) Such Powers arising out of customs, usage or emergency. Wherefore any acts done falling under the above classification shall bind the Corporation, considering further that all powers and authority of the Corp. emanate from the BOD.) Section 2 Election and Term The Board of directors shall be elected during each Annual meeting of the stockholders and shall hold office for one (1) year and until their successors are elected and qualified.

(Note hold over capacity of a director is allowed until a successor in interest is duly elected and qualified.) Section 3 Vacancies Any vacancy occurring in the Board of Directors other than by removal by the stockholders or by expiration of term, may be filled by the vote of at least a majority of the remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the stockholders at a Annual or at any special meeting of the stockholders called for the purpose. A director so elected to fill a vacancy shall be elected only for the un-expired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled only by an election at an Annual or at a special meeting of stockholders duly called for the purpose, or in the same meeting authorizing the increase of directors if so stated in the notice of the meeting. The vacancy resulting from the removal of a director by the stockholders in the manner provided by law may be filled by election at the same meeting of stockholders without further notice, or at any Annual or at any special meeting of stockholders called for the purpose, after giving notice as prescribed in these by-laws. Section 4. Regular Meetings Regular meetings of the Board if Directors shall be held on such dates and at such times and places as announced by the Chairman of the Board, or in his absence, the President. Special meetings may also be held upon the request of a majority of the directors and shall be held at such places as may be designated in the notice, Meetings of the Board of Directors may be held by teleconferencing, videoconferencing, or such other means allowed by law, regulations or official issuance of the relevant government agencies Section 5 Notice Notice of regular or special meeting of the Board of Directors, specifying the date, time and place of the meeting shall be communicated by the Secretary to each director personally, or by telephone, telex, telegram, or by written, oral message or by electronic / short messaging. A director may waive this requirement, either expressly or impliedly. Section 6 Quorum A majority of the number of directors as fixed in the Articles of Incorporation shall constitute a quorum for the transaction of corporate business, and every decision of at least a majority of the directors present at a meeting in which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all the members of the Board of Directors. Section 7 Conduct of Meetings Meetings of the Board of Directors shall be presided over by the Chairman of the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting, by any other director chosen by the Board of Directors. The Secretary shall act as secretary of every meeting. If the Secretary is not present, the Chairman of the meeting shall appoint a secretary of the meeting.

Section 8 Compensation By resolution of the Board of Directors, each director may receive a reasonable per diem allowance for his attendance at each meeting of the Board of Directors. As compensation, the Board of Directors may receive and allocate an amount not more than ten per cent (10%) of the net income before income tax of the corporation during the preceding year. In case of regular or special meetings that must actually be held outside the principal office or with the physical presence of each director of the Board, each director may receive a reasonable per diem allowance, including expenses, for his attendance at such meetings. Such compensation shall be determined and apportioned among the directors in such manner as the Board of Directors may deem proper, subject to the confirmation by the stockholders at the annual or special meeting held for the purpose. (Note: We can add another Section here that pertains to the grounds for the disqualification in an election of a Director like: when he / she have a substantial interest in a competitor Corp. to avoid any possible adverse effects of conflicting interest of a Director and may also be a ground for an automatic removal upon discovery thereof.) (Note: a section for the removal of corporate officers may be incorporated here) (Note: Section 8: Directors are not allowed to receive any compensation except for reasonable per diems, unless the by-laws so provide. If there is any the Yearly compensation of a Director shall not exceed 10% of the net income before income tax of the Corp. But this serves only as a ceiling or threshold for the compensation as such Directors only.) (Note: A section for the creation of a 3 man team executive committee can be inserted in this Article. Such executive committee powers, functions and authority are those that may be delegated to it by the BODs or those that may be specifically granted to it by the by-laws. Classification of Corporate Authority: 1.) Those expressly granted or authorize by law inclusive of the corporate charter or AOI 2.) Those impliedly granted as are essential or reasonably necessary to the carrying out of the express powers; and 3.) Those that are incidental to its existence.) ARTICLE II OFFICERS Section 1 Election / Appointment Immediately after their election, the Board of Directors shall formally organize by electing the Chairman, the President, one or more VicePresidents, the Treasurer, and, the Secretary at said meeting. The Board of Directors may, from time to time, appoint such other officers as it may determine to be necessary or proper.

Any two (2) or more positions may be held concurrently by the same person except that no one shall act as President and Treasurer or Secretary at the same time. (Note: A corporate officer or agent may represent and bind the Corp. in transactions with 3rd persons to the extent that authority to do so has: 1.) been conferred upon him, 2.) Incidental in the usual course of bus. 3.) Implied from the powers intentionally conferred 4.) Apparent as the Corp. has caused persons dealing with the officer or agent to believe that it has conferred. 5.) Or added by customs, and usage.) Section 2 Chairman of the Board The Chairman of the Board of Directors shall preside at the meetings of the directors and of the stockholders. He shall also exercise such powers and performs such duties as the Board of Directors may assign to him. Section 3 President The President, who shall be a director, shall be the Chief Executive Officer of the corporation, and shall also have administration and direction of the dayto-day business affairs of the corporation. He shall exercise the following functions: To preside over at meetings of the Board of Directors and of stockholders in the absence of the Chairman of the Board of Directors; To initiate and develop corporate objectives and policies and formulate long range projects, plans and programs for the approval of the Board of Directors, including those for executive training, development and compensation; To have general supervision and management of the business affairs and property of the corporation; To ensure that the administrative and operational policies of the corporation are carried out under his supervision and control; Subject to guidelines prescribed by law, to appoint, remove, suspend or discipline employees of the corporation, prescribe their duties, and determine their salaries; To oversee the preparation of the budgets and the statements of accounts of the corporation; To prepare such statements and reports of the corporation as may be required of him by law; To represent the corporation at all functions and proceedings; To execute on behalf of the corporation all contracts, agreements, and other instruments affecting the interests of the corporation which require the approval of the Board of Directors, except as otherwise directed by the Board of directors; To make reports to the Board of Directors and stockholders; To sign certificates of stock; and To perform such other duties as are incidental to his office or are entrusted to him by the Board of Directors.

The President may assign the exercise or performance of any of the foregoing powers, duties and functions to any other officer(s), subject always to his supervision and control. Section 4 Vice President The Board of Directors may appoint one or more vice-presidents who shall have such powers and shall perform such duties as may from time to time, be assigned to him/them by the Board of Directors or by the President. Section 5 Secretary The Secretary must be a resident and a citizen of the Philippines. He shall be the custodian of and shall maintain the corporate books and records and shall be the recorder of the corporations formal actions and transactions. He shall have the following specific powers and duties: to record or see to the proper recording of the minutes and transactions of all meetings of the directors and the stockholders and to maintain minute books of such meetings in the form and manner required by law; to keep or cause to be kept record books showing the details required by law with respect to the stock certificates of the corporation, including ledgers and transfer books showing all shares of the corporation subscribed, issued and transferred; to keep the corporate seal and affix it to all papers and documents requiring a seal, and to attest by his signature all corporate documents requiring the same. To attend to the giving and serving of all notices of the corporation required by law or these by-laws to be given; To certify to such corporate acts, countersign corporate documents or certificates, and make reports or statements as may be required of him by law or by government rules and regulations; To act as the inspector at the election of directors and, as such, to determine the number of shares of stock, outstanding and entitled to vote, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, to receive votes ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the results, and do such acts as are proper to conduct the election or vote. The Secretary may assign the exercise or performance of any or all of the foregoing duties, powers and functions to any other person or persons, subject always to his supervision and control; and To perform such other duties as are incidental to his office or as may be assigned to hum by the Board of Directors or the President.

(Note: A secretary must only be a resident of the Philippines and must not be the President at the same time as expressly prohibited by law) Section 6 Treasurer The Treasurer of the corporation shall be its chief fiscal officer and the custodian of its funds, securities and property. The Treasurer shall have the following duties: To keep full and accurate account of receipts and disbursements in the books of the corporation;

To have custody of, and be responsible for, all the funds, securities and bonds of the corporation; To deposit in the name of and to the credit of the corporation, in such bank as may be designated from time to time by the Board of Directors, all the moneys, funds, securities, bonds. And similar valuable effects belonging to the corporation which may come under his control; To render annual statements showing the financial condition of the corporation and such other financial reports as the Board of Directors, the Chairman, or the President may, from time to time require; To prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies; and To exercise such powers and perform such duties and functions as may be assigned to him by the President.

(Note: A treasurer may be or may not be a director but it cannot be the President at the same time as expressly prohibited by law) Section 7 Term of Office The term of office of all officers shall be for a period of one (1) year and until their successors are duly elected and qualified. Such officers may, however, be sooner removed for cause. Section8 Vacancies If any position of the officers becomes vacant by reason of death, resignation, disqualification or for any other cause, the Board of Directors, by majority vote, may elect a successor who shall hold office for the un-expired term. Section 9 Compensation The by-laws officers shall receive such remuneration as the Board of Directors may determine. All other officers shall receive such remuneration as the Board of Directors may determine upon recommendation of the President. A director shall not be precluded from serving the corporation in any other capacity as an officer, agent or otherwise, and from receiving compensation therefore. (Note: Cumulative Voting in a stock Corporation here is allowed it is a right granted by law to a stockholder to allow the minority to have a rightful representation in the BOD and this is done by multiplying his shares of stock to the number of the BOD to be elected the product can be cast to only one candidate or apportion them to any number of candidate the he may wishes.) (Note any 2 or more position may be held concurrently by the same person, except that no one may be the President and Secretary nor President and Treasurer at the same time.) ARTICLE III MEETINGS OF STOCKHOLDERS

Section 1 Annual Meetings The annual meetings of the stockholders, for the purpose of electing directors and for the transaction of such business as may properly come before the meeting, shall be held at the principal office in January 22 of each year, if a legal holiday, then on the day following. Section 2 Special Meeting The special meetings of stockholders, for any purpose or purposes, may at any time be called by any of the following: a) the Board of Directors, at its instance, or b) at the written request of stockholders representing majority of the outstanding capital, or c) the President. Section 3 Place of Meeting Stockholders meetings, whether Annual or special, shall be held in the principal office of the corporation or at any place or by any means designated by the Board of Directors. Section 4 Notice of Meeting Notices for Annual or special meetings of stockholders may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known post office address or by publication in a newspaper of general circulation. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. In case of special meetings, only matters stated in the notice can be the subject of motions, deliberations, resolutions or decisions at such meetings. When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time or place to which the meeting is adjourned, are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business may be acted upon that might have been transacted on the original fate of the meeting. (Note: Notice as to Special meeting may be given at least 1 week before the meeting) Section 5 Quorum Unless otherwise provided by law, in all Annual or special meetings of stockholders, a majority of the outstanding capital stock must be present or represented in order to constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be present. Section 6 Conduct of Meeting Stockholders meetings shall be presided over by the Chairman of the Board, or in his absence, the President, or if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary shall act as Secretary of the meeting, The chairman of the meeting may adjourn the meeting from time to time without notice other than that announced at the meeting. Section 7. Manner of voting At all stockholders meetings, a stockholder may vote in person or by proxy executed in writing by the stockholder or his duly authorized attorney-in-fact. Unless otherwise provided in the proxy, the proxy shall be valid only for the meeting at which it has been presented to the secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Such proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented to and recorded by the Secretary prior to a scheduled meeting or by their personal presence at the meeting.

Section 8 Closing of Transfer Books and fixing of Record Date For purpose of determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any adjournment thereof, or to receive payment of any dividend, or of making a determination of stockholders for any other proper purpose, the Board of Directors may provide that the stock and the transfer books be closed for a specified period, but not to exceed, in any case, twenty (20) days. If the stock and transfer books be closed for the purpose of determining stockholders entitled to notice of, or to vote at, a meeting of stockholders, such books shall be closed for at least ten (10) working days immediately preceding such meeting. In lieu of closing the stock and transfer books, the Board of Directors may fix in advance a date as the record date which in no case shall be more than twenty (20) days prior to the date on which the particular action requiring such determination of stockholders is to be taken, except in instances where applicable rules and regulations provide otherwise. ARTICLE IV SUBSCRIPTION, ISSUANCE and TRANSFER of SHARES Section 1. Subscription Subscribers to the capital stock of the corporation shall pay to the corporation the subscription value or price of the stock of the corporation with the terms and conditions prescribed by the Board of Directors. Unpaid subscriptions shall not earn interest unless determined by the Board of the Directors to be entitled to such earnings. Section 2. Certificate Each stockholder shall be entitled to one or more certificates for such fully paid stock subscription in his name in the books of the corporation. The certificates shall contain the matters required by law and the Articles of Incorporation. They shall be in such form and design as may be determined by the Board of Directors and numbered consecutively. The certificates, which must be issued in consecutive order, shall bear the signature of the President, manually countersigned by the Secretary or Assistant Secretary, and sealed with the corporate seal. Section 3. Transfer of Shares Subject to the restrictions, terms and conditions contained in the Articles of Incorporation, shares may be transferred by sale, lease, mortgage, assignment, or pledge by delivery of the certificates duly indorsed by the stockholder, his attorney-in-fact, or other legally authorized persons. The transfer shall be valid and binding on the corporation only upon record thereof in the books of the corporation, cancellation of the certificate surrendered to the Secretary, and issuance of a new certificate to the transferee. All certificates surrendered for transfer shall be stamped CANCELLED on the face thereof, together with the date of cancellation, and attached to the corresponding stub with the certificate book. No shares of stock against which the corporation holds unpaid claims shall be transferable in the books of the corporation unless such unpaid claims are paid, cleared and settled.

Section 4. Lost Certificates On case any certificates for the capital stock of the corporation is lost, stolen, or destroyed, a new certificate may be issued in lieu thereof on accordance with the procedure prescribed under Section 73 of the Corporation Code. ARTICLE V AUDIT OF BOOKS, FISCAL YEAR and DIVIDENDS Section 1. External Auditors At the Annual stockholders meeting, the external auditor or auditors of the corporation for the ensuing year shall be appointed. The external auditor or auditors shall examine, verify and report on the earnings and expenses of the corporation and shall certify the remuneration of the external auditor or auditors as determined by the Board of Directors. Section 2 Fiscal Year The fiscal year of the corporation shall begin on the first day of July and end on the last day of June of the following year. Section 3 Dividends Dividends shall be declared and paid out of the unrestricted retained earnings which shall be payable in cash, property, or stock to all stockholders on the basis of outstanding stock held by them as often and at such times as the Board of Directors may determine and in accordance with the law and applicable rules and regulations ARTICLE VI OFFICES The principal office of the corporation shall be located at the place stated in Article III of the Articles of Incorporation. The corporation may have such other branch offices, either within or outside the Philippines as the Board of Directors may designate or as the business of the corporation may, from time to time, require. ARTICLE VII SEAL The Form and inscription of the corporate seal shall be determined by the Board of Directors. ARTICLE VIII AMENDMENTS

These By-laws may be amended or repealed by the affirmative vote of at least a majority of the Board of Directors and he stockholders representing a majority of the outstanding capital stock at any stockholders meeting called for that purpose. However, the power to amend, modify, repeal or adopt new by-laws may be delegated to the Board of Directors by the affirmative vote of stockholders representing not less than two-thirds of the outstanding capital stock; provided, however, that any such delegation of powers to the Board of Directors to amend, repeal or adopt new by-laws may be revoked only by the vote of the stockholders representing a majority of the outstanding capital stock at an Annual or special meeting. ARTICLE IX ADOPTION CLAUSE The foregoing By-laws were adopted by all the incorporators of the corporation on the 19 day of June, 2011 at Quezon City .
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IN WITNESS WHEREOF, We, the undersigned incorporators present at said meeting and voting thereat in favor of the adoption of said By-laws, have hereunto subscribed our names this 25th day of June, 2011 at Quezon City.

......................................... MANUEL G. ANDAYA TIN ___________ ............................................ ZHI LIN PROC PP NO. G40861954

........................................... PEDRO C. ATIENZA TIN _________ ............................................. FANYE MENG PROC PP NO. G38623738

.............................................. MANUEL A. MORENTE, JR. TIN 124 300 315 (Signatures over Printed Name of the incorporators)

General Knowledge on how make or draft a by-laws. The by-laws contain provisions for the corporations internal government and for the government of its stockholders as well as those having the direction, management and control of the corporation. (see Corporation Code of the Philippines Annotated, p. 441 [2006].) Under the Corporation Code, the corporation must adopt the by-laws within one month after receipt of official notice of the issuance of its certificate of incorporation by the Securities and Exchange Commission (SEC). (Corporation Code, sec. 46). In practice, the incorporators of a corporation usually submit the articles of incorporation and the by-laws for approval by the SEC at the same time. For the adoption of by-laws after incorporation, the approval of stockholders representing at least majority of the outstanding capital stock must be obtained. The approval of the majority of the directors must also be obtained. (see Corporation Code, sec. 46). What provisions should be included in the by-laws? Section 47 of the Corporation Code lists some of the matters that may be included in the bylaws: 1. The time, place and manner of calling and conducting regular or special meetings of the directors or trustees; 2. The time and manner of calling and conducting regular or special meetings of the stockholders or members; 3. The required quorum in meetings of stockholders or members and the manner of voting therein; 4. The form for proxies of stockholders and members and the manner of voting them; 5. The qualifications, duties and compensation of directors or trustees, officers and employees; 6. The time for holding the annual election of directors of trustees and the mode or manner of giving notice thereof; 7. The manner of election or appointment and the term of office of all officers other than directors or trustees; 8. The penalties for violation of the by-laws;

9. In the case of stock corporations, the manner of issuing stock certificates; and 10. Such other matters as may be necessary for the proper or convenient transaction of its corporate business and affairs. Here are some notes to each of the foregoing: 1. The time, place and manner of calling and conducting regular or special meetings of the directors or trustees. Unless otherwise provided in the by-laws: (a) regular meetings of the board of directors or trustees of every corporation must be held monthly; (b) special meetings of the board of directors or trustees may be held at any time upon the call of the president; (c) meetings of directors or trustees of corporations may be held anywhere in or outside of the Philippines; (d) notice of regular or special meetings stating the date, time and place of the meeting must be sent to every director or trustee at least one (1) day prior to the scheduled meeting; and (e) the president shall preside at all meetings of the directors or trustee as well as of the stockholders or members. (see Corporation Code, secs. 53, 54). 2. The time and manner of calling and conducting regular or special meetings of the stockholders or members. Unless otherwise provided in the by-laws: (a) regular meetings of stockholders or members must be held annually on any date in April of every year as determined by the board of directors; (b) written notice of regular meetings must be sent to all stockholders or members of record at least two (2) weeks prior to the meeting; (c) at least one (1) week written notice must be sent to all stockholders or members prior to a special meeting. Stockholders or members meetings, whether regular or special, must be held in the city or municipality where the principal office of the corporation is located, and if practicable in the principal office of the corporation. In this regard, Metro Manila is considered a city or municipality. Notice of meetings must be in writing, and the time and place thereof stated therein. 3. The required quorum in meetings of stockholders or members and the manner of voting therein. Unless otherwise provided for in the Corporation Code or in the by-laws, the quorum for stockholders meetings consist of the

stockholders representing a majority of the outstanding capital stock or a majority of the members in the case of non-stock corporations. (Corporation Code, sec. 52). In certain instances, the Corporation Code requires the approval of stockholders representing at least 2/3 of the outstanding capital stock (or 2/3 of the members in case of non-stock corporations). Quorum for such meetings would be higher. 4. The form for proxies of stockholders and members and the manner of voting them. Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. Proxies must be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it is valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time. (Corporation Code, sec. 58). Directors cannot designate proxies for board meetings. 5. The qualifications, duties and compensation of directors or trustees, officers and employees. The by-laws may fix the qualifications of directors and officers. However, the by-laws cannot dispense with the minimum legal requirements that a director must be a registered owner of at least one share of stock and that at least a majority of the directors must be residents of the Philippines. (see Corporation Code of the Philippines Annotated, p. 455 [2005]). Similarly, the by-laws cannot do away with the requirement that the President must be a director or that the Corporate Secretary must be resident and citizen of the Philippines. (Corporation Code, sec. 25). The by-laws may validly provide for the disqualification for the position of directors (e.g., a person engaged in the business which competes or is antagonistic to the business of the corporation (see Gokongwei vs. SEC, 89 SCRA 336 [1979]). In the absence of any provision in the by-laws fixing their compensation, the directors do not receive any compensation, as such directors, except for reasonable per diems. Any such compensation other than per diems may be granted to directors by the vote of the stockholders representing at least a majority of the outstanding capital stock at a regular or special stockholders meeting. In no case shall the total yearly compensation of directors, as such directors, exceed ten (10%) percent of the net income before income tax of the corporation during the preceding year. (Corporation Code, sec. 30). The by-laws do not usually fix the compensation of officers and employees. It is within the power of the board of directors to fix the compensation of corporate officers appointed by it. (See Corporation Code Annotated, p. 252 [2005]). The by-laws do not normally define the duties of directors (which duties are governed by law); however, the by-laws normally define the powers of the board of directors.

6. The time for holding the annual election of directors of trustees and the mode or manner of giving notice thereof. Directors or trustees are normally elected during the annual stockholders meetings. The notice requirements are normally the same as any other stockholders meeting. 7. The manner of election or appointment and the term of office of all officers other than directors or trustees. In general, corporate officers (such as President, Treasurer and Corporate Secretary) are appointed by majority vote of the members of the board of directors. 8. The penalties for violation of the by-laws. In the absence of any provision in the by-laws authorizing the imposition of penalties, a violation of the by-laws would merely constitute in appropriate cases an actionable wrong for which the ultimate remedy resides in the courts. (see Corporation Code Annotated, p. 456 [2005]). 9. In the case of stock corporations, the manner of issuing stock certificates. The capital stock of stock corporations are divided into shares for which certificates are signed by the president or vice president, countersigned by the secretary or assistant secretary, and sealed with the seal of the corporation. (Corporation Code, sec. 63) Stock certificates cannot be issued to a subscriber until the full amount of his subscription together with interest and expenses (in case of delinquent shares), if any is due, has been paid. 10. Such other matters as may be necessary for the proper or convenient transaction of its corporate business and affairs. These may include: (a) authorization given to the board of directors to fix the issue price of no par value shares (Corporation Code, sec. 62); (b) rate of interest for unpaid subscriptions or for failure to pay on due date (Corporation Code, secs. 66, 67); (c) entries that will be made in the stock and transfer book (Corporation Code, sec. 74); (d) restrictions on the transfer of shares; (e) appointment of external auditors; (f) fiscal year of the corporation; and (g) dividend policies.

Recommendation in the by laws if not contrary to any existing laws and provision in the proposed Articles of Inc. and By-Laws.

ARTICLE * OFFICES Section *. Principal Office. The principal office of the corporation shall be located in the City of ____, _____.

ARTICLE * BOARD OF DIRECTORS Section *. General Powers. The business and affairs of the

corporation shall be managed by its Board of Directors. Section *. Number, Term, and Qualifications. The number of Directors constituting the Board of Directors shall be fixed from time to time by the Board of Directors, but shall be no less five and no more than fifteen. Each director shall hold office until his death, resignation, retirement, removal, disqualification or his successor shall have been elected and qualified. Election of Directors. The directors shall be elected by the vote of the directors then in office; and those persons who receive the highest number of votes at a meeting at which a quorum is present shall be deemed to have been elected. If any director so demands, the election of directors shall be by ballot. The present intent of the Board of Directors, which is non-binding, is that the persons holding the following positions, from time to time, shall be elected to the Board of Directors as ex officio members Removal. Any director may be removed at any time with our without cause by the vote of a majority of the directors present at a meeting at which quorum is present.

Section *.

Section *.

Section *.

Chairman of Board. There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. In the absence of a Chairman, the President shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. Compensation. The Board of Directors may not compensate directors for their services as such but by resolution may pay a fixed sum for attendance at meetings of the Board of Directors and may provide for the payment of any or all expenses incurred by directors in attending regular and special meetings of the Board.

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ARTICLE *

MEETINGS OF DIRECTORS

Section *.

Waiver of Notice. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section *.

Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Informal Action by Directors. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Committees of the Board. The Board of Directors, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present, may designate directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by

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law.

ARTICLE *

OFFICERS Section *. Officers of the Corporation. The officers of the corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and such Assistant Secretaries, Assistant Treasurers, and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than once capacity where action of two or more officers is required. In addition, the Board of Directors may from time to time appoint one or more persons to staff positions, including the position of Executive Director, to carry out the instructions of the Board of Directors and the Corporations officers. Election and Term. The officers of the corporation shall be elected annually by the Board of Directors and each officer shall hold office for one year or until his successor shall have been elected and qualified. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term. Compensation of Officers. The compensation of all officers of the corporation shall be fixed by the Board of Directors and no officer shall serve the corporation in any other capacity and receive compensation therefor unless such additional compensation be authorized by the Board of Directors. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the corporation will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Bonds. The Board of Directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such

Section *.

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other conditions as may from time to time be required by the Board of Directors. Section *. President. The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the corporation. He shall, when present, preside at meetings of the Board of Directors in the Chairman of the Board is not present or if there is no Chairman of the Board. He shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent ot the corporation, or shall be required by law to be otherwise signed or executed; and in general he shall perform all duties incident to the office of President and such other duties as they may be prescribed by the Board of Directors from time to time. Vice President. In the absence of the President or in the event of his death, inability, or refusal to act, the Vice President, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him the President or Board of Directors. Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Board of Directors and of all Executive Committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Assistant Secretaries. In the absence of the Secretary or in the event of his death, inability or refusal to act, the

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Assistant Secretaries, in the order of their length of service as Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President, or by the Board of Directors. Section *. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such depositories as shall be selected in accordance with the provisions of Section 4 of Article V of these bylaws; and (b) in general perform all of the duties incident to the office of Treasurer and such other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors, or by these bylaws. Assistant Treasurers. In the absence of the Treasurer or in the event of his death, inability, or refusal to act, the Assistant Treasurers, in the order of their length of service as such, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, by the President, or by the Board of Directors.

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ARTICLE *

CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS Section *. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be

Section *.

issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. Section *. Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such resolution, such instruments shall be signed by the Treasurer and countersigned by the President or Vice President of the corporation. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors may select. Gifts. The Board of Directors may accept, on behalf of the corporation, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the corporation.

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ARTICLE * GENERAL PROVISIONS

Section *.

Indemnification. Any person who at any time serves or has served as a director, officer, employee or agent of the corporation, or in such capacity at the request of the corporation for any other corporation, partnership, joint venture, trust, other enterprise, shall have a right to be indemnified by the corporation to the fullest extent permitted by law against (a) reasonable expenses, including attorneys fees, actually and necessarily incurred by him in connection with any threatened pending or completed action, suit, or proceedings, whether civil, criminal, administrative, or investigative, and whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment, money decree, fine, penalty or settlement for which he may have become liable in any such action,

suit, or proceeding. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him. Any person who at any time after the adoption of this bylaw serves or has served in any of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive or any other rights to which such person may be entitled apart from the provision of this bylaw. In addition to the foregoing, the Board of Directors shall have the right and power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability. Section *. Section *. Fiscal Year. The fiscal year of the corporation shall be fixed by the Board of Directors. Amendments. Except as otherwise provided herein, these bylaws or the corporations articles of incorporation may be amended or repealed and new bylaws (or amended articles of incorporation) may be adopted by the affirmative vote of two thirds of the directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present, provided that at least ten (10) days written notice is given of intention to alter, amend, repeal or adopt new Bylaws (or articles of incorporation) at such meeting.

Section *.

Books and Records. The corporation shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. The books, records and papers of the corporation shall be at all times, during reasonable business hours, be subject to inspection by any director. The articles of incorporation and the bylaws of the corporation shall be available for inspection by any member at the principal office of the corporation.

Articles of Incorporation additional recommendations

Secondary purpose: * to the extent permitted by law, to purchase, acquire, hold, sell, convey, lease, mortgage, encumber, and otherwise deal with such property, real, personal or mixed, in any part of the Philippines or any other country, as the purpose for which the corporation is formed may permit, and as may be reasonable and necessarily required for the transaction of the business of the Corporation. * To engage the services of technicians, counselors, professionals, employees, workers or agents as may be desired or needed in the conduct of the business of the Corporation. * As may be necessary or incidental to the purpose for which this Corporation is organized, to advance money or give credit to such persons, firms and Companies under such terms as may be fit and, in particular, to customers, persons, firms and companies dealing with the Corporation, and to give guaranty or become surety for any such persons, firms or companies, without necessarily engaging in surety business. * to borrow or raise money in such manner as the corporation shall think fit and to secure the repayment of any moneys borrowed or raised or owing by the Corporation by mortgage, pledge, deed of trust, charge or lien upon the whole or any part of the corporation's properties or assets (whether present or future). And also by similar mortgage, pledge, deed of trust, charge lien, to secure and

guarantee the performance by the Corporation of any obligation or liability it may undertake for itself or for other companies in which it may be interested. * Subject to the provision of any applicable law or laws, to acquire, buy, own, hold, invest funds in, deal in, or in any other way become interested in, shares, bonds, mortgages, obligations, promissory notes, contracts or credits of any corporation legally constituted within or without the Philippines, and to acquire, purchase, sell or otherwise dispose of and to reissue the shares of its own capital stock or any securities or other obligations of the Corporation. * to act as collection agent and to enter into, make, perform, carry on contracts of every kind of this Corporation with any person, natural or juridical, to borrow money, and without limits as to amount, to draw, make, accept, endorse, execute, and issue promissory notes, drafts, bills of exchange warrants, bonds, debentures, and other negotiable instrument and evidence of indebtedness, whether the same is secured by mortgage or otherwise as may be necessary for the conduct of business of the Corporation and so far as may be permitted by law. * to acquire by purchase, donation, exchange, or other means or modes, and to hold, own, control, construct, manage, maintain, operate, lease, convey, use, and otherwise alienate or dispose of lands, buildings, plants, machinery and equipment, instruments, shops, laboratories, store, transport facilities, and other such real or personal properties as may be needed to implement the objects of said corporation. * to the extent permitted by law and as may be necessary or incidental to the purpose for which the corporation is organized, to engage in export trading of any products manufactured or processed in the Philippines.

Generally, to perform all and everything proper, necessary or incidental to and for the attainment of the purposes, or furtherance of any of the powers above set forth, either alone or in association with other natural or juridical persons or entities, provided, the same be not in conflict with law. CAPITAL STOCK

There shall be no pre-emptive rights to the issuance of common shares in any increase that may take effect in the authorized capital stock of the Corporation
No transfer of stock or interest which would reduce the stock ownership of Filipino citizens to less than the required percentage of the capital stock as provided by existing laws shall be allowed or permitted to be recorded in the proper books of corporation and this restriction shall be indicated in the stocks certificates issued by the corporation.

The corporation manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it.

That the stockholders by the affirmative vote of (2/3) of all the subscribed capital stock may, at any regular or special meeting of stockholders, amend any of the provisions of the Article of Incorporation unless otherwise contrary to law