ARICLES OF INCORPORATION

OF

JJ-FEND CO.

KNOW ALL MEN BY THESE PRESENT:

The undersigned incorporators, all of legal age and majority of whom are residents of the
Philippines, have this day 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 the said corporation shall be

JJ-FEND CO.

SECOND: That the purpose for this Corporation is organized for the purposes of
transacting any and all business for which corporation may be incorporated, Establishing and
operating retail coffee bars in Olongapo City.

THIRD: That the place where the principal office of the corporation is to established and
located in 1623 Rizal Avenue, 2200 Olongapo City.

FOURTH: That the period of this Corporation’s duration is perpetual.

FIFTH: That the names, nationalities, and residences of the incorporators as follows:

Name Nationality Address

Dannica Jhoy N. Barrago Filipino Subic Homes, Pamatawan,Subic Zambales

Fritz Gail A. Movilla Filipino West Tapinac, Olongapo City

Marc Nataniel G. Mendoza Filipino New Cabalan, Olongapo City

Jayson Geronimo Filipino Tabacuhan, Sta.Rita, Olongapo City

Jerico Vasquez Filipino Gordon Heights, Olongapo City

Edward Michael Santiago Filipino

 SIXTH: That the number of trustees of the corporation shall be 6 (six); and the names,
nationalities and residences of the first trustees of the corporation are as follows:

Name Nationality Address

Dannica Jhoy N. Barrago Filipino Subic Homes, Pamatawan,Subic Zambales

Fritz Gail A. Movilla Filipino West Tapinac, Olongapo City

Marc Nataniel G. Mendoza Filipino New Cabalan, Olongapo City

Jayson Geronimo Filipino Tabacuhan, Sta.Rita, Olongapo City

Jerico Vasquez Filipino Gordon Heights, Olongapo City

Edward Michael Santiago Filipino

SEVENTH: That the corporation shall have authority to issue P20,000,000 in lawful
money of the Philippines, divided into 12,000,000 shares of common stock without par value and
8,000,000 shares of preferred stock, each without par value.

EIGHTH: That at least twenty-five percent (25%) of the authorized capital stock above
stated has been subscribed as follows:

Name of Subscriber Nationality No. of Shares Subscribed Amount

Subscribed

Dannica Jhoy N. Barrago Filipino 3,000,000 3,000,000

Fritz Gail A. Movilla Filipino 3,000,000 3,000,000

Marc Nataniel G. Mendoza Filipino 2,000,000 2,000,000

Jayson Geronimo Filipino 2,000,000 2,000,000

Jerico Vasquez Filipino 1,000,000 1,000,000

Edward Michael Santiago Filipino 1,000,000 1,000,000

NINTH: That at least twenty-five percent (25%) of the authorized capital stock above
stated has been subscribed as follows:

Name of Subscriber Amount Subscribed Total Paid-in

Dannica Jhoy N. Barrago 3,000,000 750,000

Fritz Gail A. Movilla 3,000,000 750,000s

Marc Nataniel G. Mendoza 2,000,000 500,000

Jayson Geronimo 2,000,000 500,000

Jerico Vasquez 1,000,000 250,000

Edward Michael 1,000,000 250,000

TENTH: That Dannica Jhoy N. Barrago has been elected by the members 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 contributions or donations paid or given by the
members.

ELEVENTH: That no transfer of stock or interest which shall reduce the 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 the corporation and this
restriction shall be indicated in all the stock certificates issued by the corporation.

In witness whereof, we have hereunto signed these Articles of Incorporation, this

18th day of March 2018, in the City/Municipality of Olongapo, Province of
Zambales, Republic of the Philippines.

________________________________ ________________________________
DANNICA JHOY N. BARRAGO FRITZ GAIL A. MOVILLA

________________________________ ________________________________
MARC NATANIEL G. MENDOZA JAYSON GERONIMO

________________________________ ________________________________
JERICO VASQUEZ EDWARD MICHAEL SANTIAGO

(Names and Signatures of the Incorporators)

SIGNED IN THE PRESENCE OF: