REPUBLIC OF THEPHLIPPINES™ SO ‘SECURITIES AND EXCHANGE. COMANISSION. SEC Boling, EDEA, Greenhiy— iy ofMandaliyong, MereMaria | ‘COMPANY. REG. NO: / €5201505752 “COMPANY TIN 008-988-817 CERTIFICATE OF INCORPORATION KNOW ALL PERSONS BY THESE PRESENTS: ‘This is to cextify that the Articles of Incorporation and By-Laws of SHOPEE PHILIPPINES INC. were duly approved by the Commission on this date upon. the issuance of this Certificate of Incorporation in accordance with the Corporation Code of the Pilippines (tas Pambansa Blg68), approved on May 11960 and the Foreign Investments Act of 1991. (Republic Act No, 7042, ag zmended), approved on Jane 13, 1991, and copies of said Articles and By-Laws are hereto attach ‘This Certificate grants juridical personality to the corporation but does not authorize it to undertake business activities requiring a Sccondary License from this Commission such as, but not limited to acting as: broker or dealerin securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity/financial futures exchange/broker/mercbant, financing company, preneed plan issuer, general agent in preuced plans and time shares/club shares/membership certificates issuers or selling agents thereof. Neither does this Cenificate constitute as permit to undertake activities for which other government agencies require a license or permit. As a registered corporation, it shall submit annually to this Commission the reports indicated at the back of this certificate. IN WITNESS WHEREOF, [have hereunto set my hand and caused the seal of this Commission to be affixed at Mandaluyong City, Metro Manila, Philippines, this_25a0l_ day of March, Twenty Fifteen.UNIFIED REGISTRATION RECORD {URR) COMPANY NAME “~ SEC REGISTRATION NUMBER |” TECHBRED CONCEPT CORP. ©8201507752 TAXIDENTIFICATION NUMBER (Tih): (009-013-730-000 BUSINESS/TRADE NAMES : i PAG:IBIG EMPLOYER NUMBER [Eyer 1D) 205367460005 PHILHEACTH EMPLOYER NUMBER (PEM) PRINCIPAL ADDRESS. 001000037024 UNIT 4L AMBER PLACE #67BAYANI ROAD : WESTERN BICUTAN TAGUIG, METRO MANILA ‘SSSEMPLOVER NUMBER (EB. Noa 0304285002 PHONE No. : FAXND: MOBILE NO. EMAIL ADDRESS: don-villamor@yahoo.com AUTHORIZED REPRESENTATIVE (to be filled up by company - for presénvation to sovial agencies) 04-23-2015 03:25:12 PM: aoe COVER SHEET Od ses NA COMPANY REGISTRATION AND MONITORING DEPARTMENT: BSE Nature of Application S.E.C Registration Number [= F100 i E LT i Company Néme : CSTHTOTPTETEL_IPTHIVICICIPIPITINSetsT We [wrery T TTT TT COZ OTRITT IC TETSIEINIOT TroiwietRist, T TsTRIel 1 ATVIETWiUlE clorR S[t[sirh Jatcyi |o Lo Sit lfolBsalt cli {ti{yt. TIATG ATAY | ISIE er Nest TT TT a (AMENDED TO:* New Company foo EERE EEE EERE EECA (Business Address: No, Street City/Town/Province) covpnrwonnaon onan nal adres congstegionstumbe/s Maa number Tnelgoushcam [de 8159071 t078 CONTRACT PERSON INFORMATION The designated contact person MUST be a Director/Trustee/Partner/Offcer/Resident Agent of the Corporation Name of Contaet Person mall address Telephone Number/s Mobile Number [Olivia P. Taganas ‘optaganas@jglawph.co 815 9071 to 78 m Contact Person's Address CE 6" Floor, SOL Bldg., 112 Amorsolo Street, Legaspi Village, Makati City To be accomplished by RMD Personnel Date signee Assigned Processor: __ VY) DLS). advo ie ee Received by Corporate Fling and Records Division (CFRO) corporate and Partnership Regsatlon Division Groen Lane Unit Financial Analysis and Aud vision eensing Unit ‘Compliance Monitoring Dvsionatte: SEC iReport 1 Itip1/1S0.150,150.130:8686isecirepervepaymertl dow’ oaoras sx “ek Republic of the Philippines EX eA DEPARTMENT OF FINANCE AY \\ SECURITIES & EXCHANGE COMMISSION {/ 3 SEC Building, EDSA, Greenhills AQ Say | City of Mandaluyong. 1564/0” es] of! PAYMENT ASSESSMENT FORM jo, o3202016-202517 ( ba RESPONSIBILITY CENTER << oy) DATE: (03/20/2015 (DEPARTMENT) CRM 7 PAYOR: SHOPEE PHILIPPINES INC. TAGUIG CITY NATURE OF COLLECTION ‘coun cane| AMOUNT REGISTRATION, 605. 20,000.00 LRF (A0823) 131 210.00 BY-LAWS, 606. 500.00. Foreign Investment Act 605, 000,00} ‘TOTAL AMOUNT TO BE PAD { Php 22,730.00 Assessed by: anprew2 Jo(fo323-/OR Machine Validation: ae CS 2WiSOS BU 3/20/2015 3:31 PM-... SEC FORM No. 100 For New Corporations / —Swith inore than 40% APPLICATION TO DO BUSINESS UNDER THE 5. FOREIGN INVESTMENT ACT OF 1991 (RA 7042) 7 ‘SHOPEE PHILIPPINES INC, hereby applies for authority to do business under the Foreign Investments Act of 1! amended by R.A. No, 8179 and submits the following statements accompanying documents: 1, That the applicant is a new corporation with 100% foreign equity and intends to operate a: (%) domestic market enterprise : ( export market enterprise = ‘That the primary purpose of said corporation is “bo creste ond develop an online marketplace where sellers of gous, and services can cond.ct, facilitate and manage transactions with buyers; and £0 engage in other. eckivities necessary, incidental and/or related to the business, withaut opersticn of pletifom and without engaging in advertising, ass media and retail activity, end without acting as en intemet service provider." }. That the principal office of the corporation is at 12/F Fort Legend Towers, 3rd Avenue cor 31st, Bonifacio Global City, Taguig City, Philippines. ‘That the authorized capital stock, outstanding and paid-up capital of the applicant are as follows: AUTHORIZED OUTSTANDING PAID UP Php10,000,000.00 ‘Php9,000,500.00 Php9,000,500.00 * “domestic market enterprise — an enterprise which produces goods for sale, or renders services or otherwise engages in any business in the Philippines. This requires minimum paid-up capital equivalent to USD200,000.00 “export market enterprise — an enterprise wherein a manufacturer, processor or service (including tourism) enterprise exports sixty percent (60%) or more of its output, or wherein a trader purchaser products domestically or exports sixty percent (60%) or more of such purchases. Minimum paid-up capital required is P3,000.005. That the alien subscriber(s) of the applicant who are stockholders/partners of an existing corporation partnership in the Philippines which is engaged in the seme Tine of business as ofthe applicant areas follows NAME NAME OF PERCENTAGE OF “NO! OF CORPORATION) SHAREHOLDINGS DIRECTORS/ PARTNERSHIP _ PARTNERS (Please use additional shestif necessary) _/ 6. That as an export enterprise, the applicant undertakes «6 export at least 60% of its total output as indicated hereunder and. commits to submit report of such export to the Board of Investments as required by the Implementing Rules of RA 7042 as amended. YEAR PRODUCTS TOTAL DOMESTIC EXPORT EXPORT PROJECTED SALES SALES % SALES VOLUME) VALUE" ““* Please use value in case of products of different kinds and characteristics as well as to those of the same kind but with various categories using different unit of measurement, volume in case of producis of the same kind or category using a ‘common unit of measurement. 7. That we undertake to change the name of the corporation immediately upon receipt of notice or directive from the Securities and Exchange Commission that another corporation, partnership, or person has acquired a prior right to the use of the name or that the name has been declared as misleading, deceptive, confusingly similar to a registered name, or contrary to morals, good customs or public policy. IN WITNESS WHEREOF, the authorized representative of the applicant, hereby sign this application this_hday of March 2015 in Makati City. foe IO &. PAR, JR. ‘Treesurer“in-Trust SUBSCRIBED AND SWORN TO before me, this /2//ay of March 2015, affiant exhibiting, to me his Social Security System 1D No. 33-3059461-0. Doc No. _/47 / Page NO counts Book No._/@ rest Series of 2015 IEP Lietne WaNOTE: ® Only applications with complete supporting documents including propper endorsements from appropriate government agencies shall be accepted, All documents executed abroad should be.authianticated by the Philippine Embassy or Consulate in the country where executed. © Submit six (6) copies List of Requirements 1) Application form 2) Name Verification Slip 3) Articles of Incorporation & By-laws 4) Bank Certificate of Deposit 5) Proof of Inward Remittance such as benk certificate of inward remittance ©) Treasurer's AffidavitFOREIGN SERVICE OF THE fine REPUBLIC OF THE PHILIPPINES EMBASSY OF THE PHILIPPINES Consular Section Singapore CERTIFICATE OF AUTHENTICATION 4 J. ANTHONY A. REYES Consul of the Republic of the Philippines in Singapore, duly commissioned and qualifed,.do, hereby centfy that NUR FADZLINA BINTE ZAINAL before whom the annexed instrument has been executed, to wit: ARTICLES OF INCORPORATION OF SHOPEE PHILIPPINES INC ‘was al the time he/she signed the same _ MINISTRY OF FOREIGN AFFAIRS and that his/her signature affixed thereto is genuine. ‘The Embassy assumes no responsibility for the contents of the annexed instrument. IN WITNESS HEREOF, | have hereunto set my hand and affixed the seal ‘of the Embassy of the Philippines in Singapore this day of 23° February 2018 . NTHONY A. REYES: {i Ve Consul “Voli of this Certiction sol low te wi of the atoched andes document.”SINGAPORE \CADEMY-OF LAWs. I, Lai Wai Leng, Deputy Director, Singapore Academy of Law, Republic of Singapore, hereby certify that Tay Siew Gek Linda is a duly appointed Notary Public practising in Singapore, and that the signature appearing at the foot of the annexed Notarial Certificate dated 16th February 2015 is the signature of the said Tay Siew Gek Linda, Dated at Singapore this 17th day of February 2015. bans LALWAI LENG DEPUTY DIRECTOR SINGAPORE ACADEMY OF LAW 15021363 Certified trua signature nue it 23 FEB IU 1 Supreme Court Lane, Level 6, Singapore 178879 “Tel -65 6332 4388 Fax +65 6334 4940 | Website: hep www sore s@1 TAY SIEW GEK LINDA, NOTARY. PUBLIC, ‘duly authorized and appointed, practicing in the Republic of Singapore ‘DO HEREBY CERTIFY ‘AND ATTEST that I was present on the 16% day of Febranny 2015 at Singapore and did then and there see the ‘Articles of Incorporation of Shope Philippines, Inc attached hereunder, signed by FENG ZHIMIN and HOU TIANYU, executing for and on behalf of SHOPEE PEULIPPINES, INC. and that the names FENG ZHIMIN and HOU TIANYU, subscribed to the ald Articles of Incorporation are ofthe proper signatures and hands7rting of the said FENG ZHIMIN and HOU TIANYU, IN FAITH AND TESTIMONY whereof T have hereunto subscribed my name and affixed my Seal of Office at Singapore this 16 day of February in the Year of Our Lord Two Thousand ‘and Fifteen (2015).ARTICLES OF INCORPORATION OR, Aee E25 SHOPEE PHILIPPINES, INC. KNOW ALL MEN BY THESE PRESENTS: idents of the ‘The undersigned incorporators, all of legal age and majority of whom are re Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines. ‘THAT WE HEREBY CERTIFY: FIRST: The nameof this Corporation shall be: Shopee Philippines. Ine. SECOND: The purpose for which the corporation is formed are: Erimary Purpose ‘A. The primary purpose of the Corporation is To exec and dasep an nie woriayrenhow seer o gate and serene can conduct, Paciitate aid manage ttancaction with buyer, ard © engoge. {in other actives, ecestany, cidental, afer elated to the business, wahauk gpnakivs OF platperm and wilhas Srgagirgity RAM SINg ara55 me ond rebel acHity ud wihouk dling alan internet Mme framicler. B, That the Corporation shall havesll the express powers of a corporation as provided for under Section 36 of the Corporation Code of the Philippines. ‘THIRD: The place where the princtpal office of the corparation is to be established Is in 12/F Fort Legend Towers, 3rd Avenue car 3ist, Bonifacio Global City, Taguig City, Philippines. FOURTH: The term for which the corporation is to exist is fifty (60) years from and after the date of issuance ofthe certificate of incorporation,2 FIFTH: The names, nationalities ad residenoed ofthe incorporators are as follows: Name Nationality Residence Feng Zhimin Singaporean | AptBik 13i@Kiin Tan Road #22-189, | Singapore 168131 Hou Tianya Chinese | Apt Bik 74A Redhill Road #1948, Singapore 151074. Gregorio, Filipino | No. 29 Hawk Street Metrogreen Fernandez Village, Sta. Lucia Pasig City Benigno G. Pat Jr Filipino | No.5 Colt St, Rancho Estate Subdivision, Concepcion I, ‘Marikina City Tory Anne P. Tilipino | 151 A San Gabriel St Longos Manuel-MeMollin Balagtas, Bulacan SIXTH: ‘The number of directors of said corporation shall be five (6) and that the ‘names, nationalities and residences of the first directors who are to sexve until their sticcessors are elected and qualified as provided by the by-laws are as follows: ‘Name Nationality Residence Feng Zhimin ‘Singaporean | AptBik 131C Kim Tian Road #22-189, Singapore 165131 How Tanya Chinese | Apt Bik 74A Redhill Road #19-48, Singapore 151074 Gregorio F, Filipino | No. 29 Hawk Street, Metiogreen Femandez Village, Sta, Lucia Pasig City Benigno G. Pat Jr Filipino No.5 Colt St, Rancho Estate T Subdivision, Concepcion Tl, Marikina Cit Tory Anne P. Filipino | 151 A San Gabriel St. Longos ‘Manuel-McMullin Balagtas, Bulacan SEVENTH: The authorized capital stock of the corporation is Ten Million Pesos (Php10,000,000.00), divided into One Hundred Thousand (100,000) shares with the par value of ‘One Hundred Pesos (Phyp100.00) per share.3 EIGHT: That the amount of said capilal, which has been actaally subscribed and paid, is Nine Million Five Hundsed Pesos (Php9,000,500:00) and the fallowing persons have subscribed for the number of shares and the arnount of capital slock indicated as follows: Name Nationality | No.of Shares | Amount” | Amount Paid Subscribed | -- subscribed Shopee Limited | Oayaywin 96,000 '9,000,000.00 | 9,000,000,00 Feng Zhimin | Singaporean u 100.00 100.00 ‘Hou Tianyu ‘Chinese El 7100.00 7100.00 Gregorio F. Filipino 1 100.00 7100.00 Femandez ‘BenignoG. Par, | Filipino 7 70000 700.00 I. Lory Anne P. Filipino T 710000 7100.00 Mamuel- MeMullin TOTAL 90,005 9,000 500.00 | 9/000,500.00 ‘TENTH: Benigno G. Par, Jr. 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 as such Treasurer, he has been authorized to receive for and in the name and for the benefit of the corporation, all subscriptions paid by the subscribers. ELEVENTH: That the corporation manifests its willingness to change its corporate name in the eventanother corporation, partnership or person has acquired a prior right to the use of that name or that the name has been declared as misleading, deceptive, confusingly similar to a registered name, or contrary to public morals, good customs or public policy.Se a) 4 eae Ne IN WITNESS WHEREOE, we have set our hands tris I. 5 ACKNOWLEDGMENT “> AN BEFORE ME, a Notary Public in and for Makati Cily, this 20% day of nang 2015 Name Passport No/Taxpayer's Date & Place Issued Identification Number_| Gregorio-Gerty F. Passport # EB3652963 Manila /Seplember 15, 2011 Femandez Benigno G.Par Jr. ‘Passport # EBO9S7505, Manila /September 12, 2010 Lory AnneP. Manuel | Passport # EBO129522 Manila / April 22, 2010 MeMullin i all known tome and to me known tobe the same persons who executed the foregoing Articles of Incorporation and they acknowledged to me thatthe same s their free and voluntary actand deed. IN WITNESS WHEREOF, I have hereunto set my hand and affix my notarial seal on the date and at the place first above written. Doe. No. 34 Page No. 3A Book No. EL Series of 2015 uP tits he a giant re wats cay Fase Via by 7REPUBLIC OF THE PHILIPPINES) CITY OF MAKATI )ss. : TREASURER’S AFFIDAVIT. * 1, BENIGNO G. PAR, JR, of legal age, Filipino, with resiflence address at No. 5 Colt St, +" Rancho Estate I Subdivision, Concepcion I, Marikina City, aperbving ‘been duly sworn in accordance with law, depose and say that: 1. Tam elected by the subscribers of Shopee Philippines In¢ (“Corporation”) 2s ‘Treasurer thereof; 7 7 2. As Treasurer, ] am authorized to act as such until my successor has been elected and «qualified in accordance with the by-laws of the Corporation; 3, I certify under oath that at least twenty-five percent (25%) of the authorized capital stock of the Corporation has been subscribed and at least twenty-five percent (25%) of the subscription has been paid, and remitted to Metrobank - Skyland Plaza Branch for the benefit and credit of the Corporation. 4. One of the subscribers, Shopee Limited, is a company registered under laws of the Cayman Islands, and it has subscribed to Nine Hundred Thousand (900,000) shares with a total value of Nine Million Pesos (Php9,000,000.00) and has fully paid its subscription which amount was duly paid, and remitted to Metrobank - Skyland Plaza Branch. This is also to authorize the Securities and Exchange Commission (SEC) and Bangko Sentral ng, Pilipinfs (BSP) to examine and verify the deposit in the Metrobank - Skyland Plaza Airanch, in the amount of Nine Million Five Hundred Pesos (Php9,000,500.96) 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 serve as authority to examine the pertinent books and records of accounts of the corporation as well as supporting papers to determine the utilization and disbursement of the said paid-up capital. IN WITNESS WHEREOF, I hereby sign this A‘fidavit this Lf day of March 2015 at Makati City resi in. ofa listSUBSCRIBED AND SWORN to before me thisflday of Mayéh 2015 at Makati ity, affiant exhibiting to me his Social Security System ID No: 99-2059461-0. Doe. No ae Page No: Book No: Series of 2015.FOREIGN SERVICE OF THE \ REPUBLIC OF THE PHILIPPINES EMBASSY OF THE PHILIPPINES ) ~ Consular Section ) 8s. ) Singapore CERTIFICATE OF AUTHENTICATION 4 J. ANTHONY A, REYES: Consul, of the Republic of the Philippines in Singapore, duly commissioned and qualified, do hereby cerify that NUR FADZLINA BINTE ZAINAL before whom the annexed instrument has been executed, to wit: BY-LAWS OF SHOPEE PHILIPPINES INC was at the time he/she signed the same __ MINISTRY OF FOREIGN AFFAIRS and that his/her signature affixed thereto is genuine. ‘The Embassy assumes.no responsibility for the contents of the annexed instrument, IN WITNESS HEREOF, | have hereunto set my hand and afixed the seal {tie Embassy of the Phiippines in Singapore this day of 23. February 2048 . fervice No.: 01850 .R.No. :_s17081 nf we Fee Paid : $4250 fern . REYES Consul 7 he “ity of this Cerifcotion shot follow the valalty af the attoched / underying documment:*SINGAPORE ACADEMY. I, Lai Wai Leng, Deputy Director, Singapore Academy of Law, Republic of Singapore, hereby certify that Tay Siew Gek Linda is a duly appointed Notary Public practising in Singapore, and that the signature appearing at the foot of the annexed Notarial Certificate dated 16th February 2015 is the signature of the said Tay Siew Gek Linda. Dated at Singapore this 17th day of February 2015. hae LAI WAILENG DEPUTY DIRECTOR: = = SINGAPORE ACADEMY OF LAW 23 FEB 16 1 Supreme Court Lane, Level 6, Sings Tel, -65 63324388 Fax: -65 63344940 Website: hrtpulieww.sal.org1 TAY SIEW GEK LINDA, NOTARY PUBLIC, duly aiithorized and appointed, practicing in the Republic of Singapore, DO HEREBY CERTIFY AND ATTEST that I was present on the 16% day of February 2015 at Singapore and did then and there see the By-Laws of Shopee Philippines, Inc. attached hereunder, signed by FENG ZHIMIN and HOU TIANYU, executing for and on behalf of SHOPEE PHILIPPINES, INC. and that the names FENG ZHIMIN and HOU TIANYU, subscribed to the said By-Laws are of the proper signatures and handwriting of the said FENG ZHIMIN and HOUTIANYU. IN FAITH AND TESTIMONY whereof T have hereunto subscribed my name and affixed my Seal of Office at Singapore this 16" day of February in the Year of Our Lord Two Thousand and Fifteen (2015). ‘hy GIEW GEK nee ‘NOTARY PUBLIC SINGAPORE‘SHOPEE PHILIPPINES-{NC. ARTICEBY. ‘SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES Section 1. Subscriptions - Subscribers to the capital stock of the Corporation shall pay {o the Corporation the subscription value or price of the stock in accordance with the terms and conditions prescribed by the Board of Directors. Unpaid subscriptions shall not earn interest unless determined by the Board of Directors. Section2, Certificates - Each stockholder shall be entitled to one or more certificates for such fully paid stock subscription in his/her 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 issuted in consecutive order, shall bbear the signature of the President, manually countersigned by the Secretary or Assistant Secretary, and sealed with the corporate seal Section3. Transfer of Shares - Subject to the restrictions, terms and conditions contained in the Articles of Incorporation and existing Lavs, shares may be transfetred, sold, ceded, assigned or pledged by delivery of the certificates duly indorsed by the stockholder, his/her attomey-in-fact, or other legally authorized person. ‘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. No shares of stock against which the Corporation holds unpaid claim shall be transferable in the books of the Corporation. Alll certificates surrendered for transfer shall be stamped "Cancelled" on the face thereof fogether with the date of cancellation, and attached to the corresponding stub with the certificate book, Section4. Lost Certificates - In case any cettificate for the capital stock of the Corporation is lost, stolen, or destroyed, a new certificate may be issued in lieu thereat in accordance with the procedure prescribed under Section 73 of the Corporation Code.ARTICLETL MEETINGS OF STOCKHOLDERS Section. Regular Meeting - The regular moctings of stockhold ‘lecting, directors and for the transaction of such business af thay properly come before the ‘meeting, shall be held at the principal office every y Section2. Special Meeting - The special meetings of stockholdets, for any purpose ot purposes, may at any time be called by any of the following: (a) Board of Directors, at its Ewa instance, or at the written request of stockholders representing a majority of the outstanding capital stock; (b) President. Section 3. Place of Meeting - Stockhalder’s meetings, whether regular or special, shall be held in the principal office of the Corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the Corporation is located. Section 4. Notice of Meeting - Notices for regular or special meetings of stockholders may be sent by the Secretary by personal delivery or by sending it through the post in a prepaid letter addressed to each stockholder of record entitled to vote thereat, or by Hectronic medium, at least two (2) weeks prior to the date of the meeting to each Stockholder of record at his/her 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 ineetings, only matters stated in the notice can be the subject of motions or deliberations at such meeting, 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 and 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 transacted that might have been transacted on the original date of the meeting, Section. Quorum - Unless otherwise provided by law, in all regular or special meetings of stockholders, a majority of the outstanding capital stock must be present o 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. Section6. Conduct of Meeting - Mecting of the stockholders shall be presided over by: the Chairman of the Board, or in his/her 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 os secretary of every meeting, but if not present, the.chainrasn of the ‘meeting shall appoint a secretary of the meeting. The chairman of the meeting may adjourn the meeting from time to time, without notice other than announced at the meeting,S =~ 3 Gection 7, Manner of Voting - Atall meetings of stodkbieldérs, a stockholder may vote in person or by proxy executed in writing by the stockkiclders or hishher duly authorized ‘attomney-in-fact. Unless otherwise provided in the proxy, it shall bel valid only for the meeting at which it has been presented to the Secretary. si All proxies must be in the hands of the Secretary before the tithe set for the meeting, Such proxies filed with the Secretary may be tevoked by the Stockholdéte either in an instrument {in writing duly presented and recorded with the Sectetary, prior-to'a scheduled meeting or by their personal presence at the meeting. Section8. Closing of Transfer Books or Fixing of Record Date - For the 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 transfer books be closed for a stated 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, oF to vote at, a meeting of stockholders, such ‘books shall he closed for at least ten (10) working days immediately preceding such meeting. In liew of closing the stock and transfer books, the Board of Directors may fix in advance a date as the record date and shall in no case be more than twenty (20) days prior to the date, ‘on which the particular action requiring sich determination of stockholders is to be taken, ‘except on instances where applicable rules and regulations provided otherwise, ARTICLE IIL BOARD OF DIRECTORS Section 1, Powers of the Board - The Board of Directors shall have the general ‘management of the business of the Corporation and such powers and authorities as axe herein stated in these By-Laws or by statutes of the Philippines expressly conferred upon it, 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: a. From time to time, to make and change rules and regulations not inconsistent with these By-laws for the management of the Corporation's business and affairs b. To purchase, receive, take or otherwise acyaire in any laveful manner, for and in the name of the Corporation, any personal properties, 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 stich terms and conditions as the Board may deem proper or convenient.4 To invest the funds of the Corporation in ancther cotporation or Business ot for any other purposes other than those for which the Corporation was organized, whenever in the judgement of the Board of Diréciors the interests of the Cotporation would thereby be promoted, subject to such stockholders” approval as may be required by law; ‘ = L- Ho} To make provisions in relation to the dischatge of the obligatiané of the Corporation as they mature, including payment for any property, or in-stocks, bonds, debentures, ‘or other securities of the Corporation lawtully issued for the purpose; To incur such indebtedness as the Board may deem necessary and, for stich purpose, to make and issue evidence of such indebtedness including, without limitation, notes, deeds of trust, instruments, bonds, debentures, or securities, subject to such stockholder approval as may be required by Jaw, and/or pledge, mortgage, ot otherwise encumber all or part of the properties and rights of the Corporation ‘To guarantee, for and on behalf of the Corporation obligations of other corporations ‘orentitis in which it has lawful interest; To sell, ease, exchange, assign, transfer or otherwise dispose of any property, belonging to the Corporation whenever in the Board's judgement the Corporation's interest would thereby be promoted; ‘Yo cstablish pension, retirement, bonus, profit-sharing, or other types of incentives or compensation plans for the employces, including officers and directors of the Corporation and to determine the persons to participate in any such plans and the amount of their respective participations; To prosecute, maintain, defend, compromise or abandon any lawsuit in which the Corporation or its officers are either plaintiffs or defendants in connection with the business of the Corporation, and likewise, to grant instalment for the payments or settlement of whatsoever debts are payable to the Corporation; To delegate, from time to time, any of the powers of the Board which may lawfully be delegated in the course of the current business or businesses of the Corporation to any standing or special committze ot to any officer or agent and to appoint any persons to be agents of the Corporation with such powers (including the 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, rules or regulations,s Section 2. Election and Term - The Board of Dinsctos hall ‘be elected during each regular meeting of stockholders and shall hold office for ine (1) Year and until their successors are elected and qualified. Q Sv rey Section 3, Vacancies - Any vacancy occurring in the Board of Directors other than by removal by the stockholders or by expiration of term inaj be filled by-the vote of at Teast a majority of the remaining directors, if still constituting a quotumy, otherwise, the vacancy must be filled by the stockholders at a regular or at any special meeting of stockholders called for the purpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of his/her predecessor in office. Any directorship to be filled by reason of an increase in the mumber of directors shall be filled only by an election at a regular or at a special meeting of stockholders duly called for that purpose, or in the same meeting of stockholders duly called for that purpose, ot 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 that manner provided by law may be filled by election at the same meeting of stockholders without further notice, or at any regular or at any special meeting of stockholders called for the purpose, after giving notice as prescribed in this By-laws. Section 4. Place of Meetings - The Board of Directors may hold its meeting at the principal office of the Corporation or at such other places within or without the Republic of the Philippines as the Board may from time to time determine or as shall be specified or fixed in the respective notices or waivers of notice thereof, Such meetings of the Board may be attended by a video or telephone conference of the any oral of the Directors. Section 5. Regular Meetings - Until otherwise directed by the Board of Directors, regular meetings of the Board of Directors shall be held at least once a year on such date, time and place as the Board may determine. Written notice of such reguilar meetings shall be sent, by telegraph, cable, (elefax or email, by the Secretary to each director at least two (2) weeks before the date of the meeting stating the time and place thereof. A ditector may waive this requirement, either expressly or impliedly. Any meeting of the Board shall be a egal meeting without any notice thereof having been given to any director, if all the directors shall be present thereat.6 Section6. Special Meetings - Special meétings of the Board:of Ditcciors shall be held when called by the Chairman, President, or a the writien request of at least two (2) directors. Notice of each such meeting shall be sent by registered or electzonic mail to each rector, addressed to him at his residence or ustil place of business or sent to him at such place by telegraph, cable, telefax or email at least two (2) weeks before the day on which the meeting is to be held, Every notice shall state the tiné and place’of the meeting as well as the purpose or purposes of such meeting. Notice of any meeting of the Board shall be given through telegraph, cable, telefax or email. A director may-waive this requirement, either expressly or impliedly. Any meeting of the Board shall be a legal meeting without any notice thereof having been given to any director, if all the directors shall be present thereat. Section 7. Quorum - A majority of the number of directors as fixed in the Articles of Incorporations 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 at 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 ofall the members of the Board. Section8. Conduct of the Meeting - Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors or in his/her absence, the President or if none of the foregoing is in office and present and acting, by any other director chosen by the Board. The Secretary, shall act as secretary of every meeting, if not present, the Chairman of the meeting, shall appoint a secretary of the meeting. Section 9. Compensation - By resolution of the Board, each director, shall receive a reasonable per diem allowance for his/her attendance at each meeting of the Board. AS compensation, the Board shall receive and allocate an amount of not more than ten percent (20%) of the net income before income tax of the Corporation during the preceding year. Such compensation shall be determined and apportioned among the ditectors in such manner as the Board may deem proper, subject to the approval of stockholders representing at Teast a majority of the outstanding capital stock at a regular or special meeting of the stockholders. ARTICLE 1V OFFICERS Section 1. _Electiox/Appointment - Immediately after their’ election, the Board of Directors shall formally organize by electing the Chairman, the President, one or more Vice- President, the Treasurer, and the Secretary, atsaid meeting.1 ‘The Board may, from time to time, appoint such other officers as it may determine to be necessary or proper. Any two (2) ot more compatible pasttions may be held concurrently by the same person, except that no one shall act as President and Treasurer ot Secretary at the same time. Any two (2) or more positions may be held concuriently by the same person, except that no one shall act as President and Treastifer or Secretary af the same time, Section 2. Chairman of the Board - The Chaitmait ot the. Board of Directors shall preside at the meetings of the directors and the stockholders. He/She shall also exercise such powers and perform such duties as the Board of Directors may assign to hinyher. Section3. President - The President, who shall be a director, shall have administration and direction of the day-to-day business affairs of the Corporation, He/She shall exercise the following functions: a. To preside at the meetings of the Board of Directors and of the stockholders in the absence of the Chairman of the Board of Directors; b. To initiate and develop corporate objectives and policies and formulate Jong 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; 4. To ensure that the administrative and operational policies of the Corporation are carried out under hishher supervision and control. fe. Subject to guidelines prescribed by law, to appoint remove, suspend ot discipline employees of the Corporation, prescribe their duties, and determine thelr salaries; {To oversee the preparation of the budgets and the statements of accounts of the Corporations; g. To propare such statements and reports of the Corporation as may be required of hhimfher by law; h. To represent the Corporation at all functions and proceedings; i. 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; j Tomake reports to the Board of Directors and stdcktiolders; Kk Tosign certificates of stock; and“ 8 are entrusted to 1. To perform such other duties as are incident 16 his/her office hinv/her 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 alwrays 10 hisfher/hier supervision and control Section 4. The Vice-President(s) - If one br moit’ Vice-Picsidents are appointed, he/she/they shall have such powers and shall perform such duties as may from time to time ‘be assigned to him/her/them by the Board of Directors ot by the President. Section5. The Secretary - The Secretary must be a resident and a citizen of the Philippines. He/She shall be the custodian of and shall maintain the corporate books and record and shall be the recorder of the Corporation's formal actions and transactions. He/She shall have the following specific powers and duties: a. 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; b. 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 ooks showing all shares of the Corporations subscribed, issued and transferred; & To keep the corporate seal and affix it to all papers and documents requiring a seal, and to atiest by his/her signature all corporate documents requiring the same; To attend to the giving and serving of all notices of the Conporation required by law ‘or these By-laws to be given; e. To certify to such corporate acts, countersign corporate documents or certificates, and ‘make reports or statements as may be required of him/her by law ox by goverment 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 elfect of proxies, and to receive votes, ballots or consents, hear and determine all challenges and questions arising in corinection with the right to! vote, count and tabulate all votes, ballots or consents, determine the result, 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/her supervision and control; and g To perform such other duties as are incident to his/her office or as may be him/her by the Board of Directors or the President. ned to9 Sectioné. The Treasurer - The Treasurer/of the, Corporation shall be its chief fiscal officer and the custodian of its funds, securitiés afd propérty. The treasurer shall have the following duties: a. To keep full and accurate accounts of receipts and disbursements.in the books of the Corporation; { , b. To have custody of, and be responsible for, ali the funds, securities and bonds of the Corporation; To deposit in the name 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, secutities, bonds, and similar valuable effects belonging to the Corporation which may come under his/her control; 4. To render an 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 {& Tocexercise such powers and perform such duties and functions as may be assigned to hiner by the President. Section7. 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 unexpired 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 arty othér capacity as an officer, agent or otherwise and receiving compensation therefore.Section. Form and Inscriptions - The corporate séal shall be dotevhined by the Board of Directors \ GS ARTICLE IX ADOPTION CLAUSE 1 The foregoing By-laws were adopted by all the siockholders of the Corporation on this IG day of_Eebruary , 36/6 at the principal office of the Corporation, IN WITNESS WHEREOE, we, the undersigned incorporators present at said meeting and voting thergat in favor of the adoption of said by-laws, have hereunto subscribed ou names this_ |b" day of at_Zingapore a FENG ZHIMIN HOU TIANYU Passport No,: B4061699A Passport: G54182375