ARTICLES OF INCORPORATION AND BY-LAWS – STOCK CORPORATION

Articles of Incorporation

Of
WALANG FOREVER 22, INC.
(Name of the 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;

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

WALANG FOREVER 22, INC.;

SECOND: That the primary purpose for which such corporation is

incorporated is to engage in the business of sub-contracting, export, import,
purchase, sale and distribution of any form of commodities, goods, or merchandise
which may be the object of commerce such as but not limited to ready- to-wear
goods, footwear, accessories, cosmetics and the like.

To conduct, undertake, and engage in the manufacture and production of

apparel or clothing of whatever kind, class or design, both for domestic and foreign
consumption, to market, distribute and sell the same on wholesale or retail.

Provided that the corporation shall not solicit, accept or take

investments/placements from the public neither shall it issue investment
contracts.

THIRD: That the principal office of the corporation is located in Door 5,

Charlie’s Building, 123 Lacson St., Bacolod City, Negros Occidental, 6100;

FOURTH: 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 or
December 8, 2065;
WALANG FOREVER 22, INC. 2

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

NAME NATIONALITY RESIDENCE

Katrina Tan Filipino Kabankalan City, Neg. Occ.

Anna Lydia Ibonia Filipino Talisay City, Neg. Occ.

Gabriela Daguman Filipino Bacolod City, Neg. Occ.

Katrina Angelea Cabañas Filipino Bacolod City, Neg. Occ.

Joshua William Su Chinese Bacolod City, Neg. Occ.

Jaysun Buensalida British Bacolod City, Neg. Occ

SIXTH: That the number of directors of the corporation shall be eleven (11);
and the names, nationalities and residences of the first directors of the corporation
are as follows:

NAME NATIONALITY RESIDENCE

Katrina Tan Filipino Kabankalan City, Neg. Occ.

Anna Lydia Ibonia Filipino Talisay City, Neg. Occ.

Gabriela Daguman Filipino Bacolod City, Neg. Occ.

Katrina Angelea Cabañas Filipino Bacolod City, Neg. Occ.

Joshua William Su Chinese Bacolod City, Neg. Occ.

Jaysun Buensalida British Bacolod City, Neg. Occ

WALANG FOREVER 22, INC. 3

SEVENTH: That the authorized capital stock of the corporation is Fifty Million
Pesos P50, 000, 000. 00 pesos in lawful money of the Philippines, divided into Five
Million (5, 000, 000) shares with the par value of Ten (P10. 00) pesos per share;

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

NAME OF NO. OF SHARES AMOUNT

SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIBED

Joshua William Su Chinese 500,000 P5, 000, 000.00

Jaysun Buensalida British 250, 000 P2, 500, 000.00

Anna Lydia Ibonia Filipino 250, 000 P2, 500, 000.00

Katrina Angelea
Cabañas Filipino 250, 000 P2, 500, 000.00

Katrina Tan Filipino 1, 000, 000 P10, 000, 000.00

Gabriela Daguman Filipino 2, 000, 000 P20, 000, 000.00

NINTH: That the above-named subscribers have paid at least twenty-five

(25%) percent of the total subscription as follows:

NAME OF AMOUNT
SUBSCRIBERS SUBSCRIBED TOTAL PAID-UP

Katrina Tan P10, 000, 000.00 P5, 000, 000.00

Anna Lydia Ibonia P2, 500, 000.00 P2, 500, 000.00

Gabriela Daguman P20, 000, 000.00 P10, 000, 000.00

TENTH: That Gabriela Daguman 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 and for the benefit of the corporation, all
subscriptions or donations paid or given by the subscribers.
WALANG FOREVER 22, INC. 4

ELEVENTH: That no transfer of stock or interest which will 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.

TWELFTH: That the incorporators and directors undertake to change the

name of the corporation as herein provided, or as amended thereafter, 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 that name or that the name has been declared as misleading, deceptive,
confusingly similar to a registered name or contrary to public morals, good custom
or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 7th day of December 2015, in the City of Bacolod, Province of
Negros Occidental, Republic of the Philippines.

JOSHUA WILLIAM SU JAYSUN BUENSALIDA ANNA LYDIA IBONIA

TIN – 123-456-789
TIN – 987-654-321 TIN - 456-789-123

KATRINA ANGELEA
CABAÑAS KATRINA TAN GABRIELA DAGUMAN
TIN – 789-123-456 TIN – 654-321-987 TIN - 321-456-789

(Names and signatures of the incorporators and TIN)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

} S.S.

BEFORE ME, a Notary Public, for and in Bacolod City, Philippines, this 7th day
of December, 2015, personally appeared the following persons:

TIN/ID/Passport Date &

Name No. Place Issued
Joshua William Su TIN – 123-456-789 July 10, 2014
Jaysun Buensalida TIN – 987-654-321 July 11, 2014
WALANG FOREVER 22, INC. 5

Anna Lydia Ibonia TIN - 456-789-123 July 10, 2014

Gabriela Daguman TIN - 321-456-789 July 11, 2014
Katrina Angelea Cabañas TIN – 789-123-456 July 11, 2014
Katrina Tan TIN – 654-321-987 July 10, 2014

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of ten (10) pages, including this page where
the acknowledgement is written, and they acknowledged to me that the same is
their free act and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC
Doc. No. 25
Page No. 10
Book No. XI
Series of 2015

TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY OF BACOLOD ) S.S
PROVINCE OF NEGROS OCCIDENTAL )

I, Gabriela Daguman, being duly sworn to, 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 25% of the authorized capital stock of the
corporation has been subscribed and at least 25% of the total subscriptions has
been paid, and received by me, in cash or property, in the amount
of______________________________ in accordance with the Corporation Code

____________________________________
GABRIELA DAGUMAN
WALANG FOREVER 22, INC. 6

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the City
of Bacolod, Province of Negros Occidental this 7th day of December 2015; by
_________________ with Res. Cert. No. 123456 issued at Bacolod City on January 10,
2015.

ANGELIE GANDA DE LEON

NOTARY PUBLIC
My commission expires on January 9, 2016

Doc. No. 20
Page No. 04
Book No. VII
Series of 2015