(STOCK)

ARTICLES OF INCORPORATION
OF

ALPHA, INC.
(Name of Corporation)
Know All Men By These Presents:
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.
THAT WE HEREBY CERTIFY THAT:
FIRST: The name of this corporation shall be:

ALPHA, INC.
SECOND:

(A.)

The primary purpose of this corporation is:

1.

To engage in the business of a holding company; to buy and hold shares of other
companies, whether common, preferred, treasury, founders or other kinds of shares,
either by subscribing to the unissued shares of the capital stock in public or private
offerings or by purchasing the shares of other stockholders by way of assignment in
private sale; to invest in the stock or equity of other companies; to acquire rights in the
stock of other companies by way of pledge, chattel mortgage or assignment; to sell,
dispose, assign, pledge or convey any or all of its shareholdings in other companies in
favor of qualified persons by way of private sale, assignment or other forms of private
conveyance, all in accordance with the Corporation Code, the Securities Act and other
applicable laws and regulations;

2.

To engage in the business of a holding company; to buy and hold shares of other
companies, whether common, preferred, treasury, founders or other kinds of shares,
either by subscribing to the unissued shares of the capital stock in public or private
offerings or by purchasing the shares of other stockholders by way of assignment in
private sale; to invest in the stock or equity of other companies; to acquire rights in the
stock of other companies by way of pledge, chattel mortgage or assignment; to sell,
dispose, assign, pledge or convey any or all of its shareholdings in other companies in
favor of qualified persons by way of private sale, assignment or other forms of private
conveyance, all in accordance with the Corporation Code, the Securities Act and other
applicable laws and regulations;

3.

To vote its shareholdings in other companies and exercise all the rights of a
shareholder under the Corporation Code and applicable laws;

4.

To do other acts and things, necessary, desirable or appropriate for the attainment of
the foregoing purposes.

(B)

The secondary purpose of the corporation is: to acquire, maintain and dispose of
properties necessary to keep the company in operation and to perform other acts and
things secondary or incidental to the primary purpose of the corporation.

(C)

The corporation shall have all the express powers of a corporation as provided for
under Section 36 of the Corporation Code of the Philippines.

THIRD: The place where the principal office of the corporation is to be established is at Metro, Manila,
Philippines.
FOURTH: The term for which the corporation is to exist is fifty (50) years from and after the date of issuance
of the certificate of incorporation.
FIFTH: The names , nationalities, and residences of the incorporators are as follows:
Name

Nationality

Address

Levin F. Jones

U. S.

254 Charlestown Suites

Amber Drive, Ortigas Center,
Pasig City, Metro Manila

Sheila B. Jones

Filipino

254 Charlestown Suites

Amber Drive, Ortigas Center,
Pasig City, Metro Manila

Claudine Felipe

Filipino

515 Celeridad St.,

Pasay City, Metro Manila

Victor R. Nable

Filipino

Blk. 32, Lot 18,

Soldiers Hill Subdivision,
Muntinlupa City

Wella Montinola

Filipino

9671-C, Pililla St., Rizal Village

Makati City

SIXTH: That the number of directors of said corporation shall be five (5) and that the incorporators
shall constitute the first board of directors.
SEVENTH: The authorized capital stock of the corporation is PESOS: FIVE HUNDRED
THOUSAND (P500,000.00) in lawful money of the Philippines, divided into FIVE THOUSAND
(5,000) SHARES, with a par value of PESOS: ONE HUNDRED (PHP 100.00) per share.
EIGHTH: At least 25% of the authorized capital stock has been subscribed and at least 25% of
the total subscription has been paid as follows:
No of Shares
Subscribed

Amount
Subscribed

Amount
Paid

Name

Nationality

Levin F. Jones

U. S.

600

P60,000.00

P35,000.00

Sheila B. Jones

Filipino

735

P7,350.00

P2,000.00

Claudine Felipe

Filipino

50

P5,000.00

P200.00

Victor R. Nable

Filipino

50

P5,000.00

P200.00

Wella Montinola

Filipino

65

P6,000.00

P100.00

1,500

P150,000.00

P37,500.00

Total

NINTH: 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.
Furthermore, no transfer of stock in favor of parties other than existing stockholders shall be
registered in the books of the corporation unless the same is first tendered to the corporation or
other existing stockholders under the same terms and conditions, the same offer to be effective
for a period not exceeding thirty (30) days from such tender.
TENTH : That Sheila F. Jones has been elected by the subscribers as treasurer of the corporation
to act as such until her successor is duly elected and qualified in accordance with the by-laws;
and that as such Treasurer, she has been authorized to receive, for and in the name of the
corporation, all subscriptions paid in by the subscribers.
ELEVENTH: 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.
IN WITNESS WHEREOF, we have set our hand this 18th day of November 1999 in Makati City,
Metro Manila.

WELLA MONTINOLA

LEVIN F. JONES

SHEILA B. JONES

CLAUDINE FELIPE

VICTOR R. NABLE

WITNESSES:
_________________

__________________

ACKNOWLEDGMENT

Republic of the Philippines)

Makati City, Metro Manila )

BEFORE ME, a notary public for and in the City of Makati, Metro Manila, Philippines, this ___ day of November 1999, personally appeared:

Name

CTC/Passport No.

Date

Place

all known to me to be the same persons who executed the foregoing Articles of Incorporation and they acknowledged to me that the same is of their free and
voluntary act and deed.

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

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2000..