ARTICLES OF INCORPORATION AND BY-LAWS – STOCK CORPORATION

Articles of Incorporation

Of

SEEN ZONE 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

SEEN ZONE INC.

SECOND: That the primary purpose for which such corporation is

incorporated:
PRIMARY PURPOSE

1. To engage in the buying, selling, trade, manufacture, dealing, and deal with
goods, wares, and merchandize of any kind and nature, and to carry on such
business as wholesalers, importers, exporters; to acquire all such merchandize,
supplies, materials, and other articles as shall be necessary and expedient, in
conducting the business of the corporation and to have any and all powers set forth
as fully as natural persons, whether principals, agents, trustees or otherwise, such as
but not limited to sea foods products.

SECONDARY PURPOSES

1. To acquire by purchase or lease or otherwise, lands and interests in land,

and to own hold, improve, develop, manage, any real estate so acquired and to erect
or cause to be erected on any lands owned, held or occupied by the corporation,
buildings or other structures with their appurtenances, and to rebuild, enlarge, alter
or improve any buildings or other structures now or hereafter erected on any lands
so owned, held, or occupied and to mortgage, sell, lease, or otherwise dispose of any
lands or interests in lands and in buildings or other structures, any stores, shops,
suite rooms or part of any buildings or other structures at anytime owned or held by
the corporation.

2. To do every other act or acts, incidental or appurtenant to, or connected

with the aforesaid business or powers, or any part or parts thereof.

3.To perform all and everything necessary and proper for the attainment of
the purposes, or the furtherance of any of the powers above set forth, either alone or
in association with other corporations or individuals.

4. To invest and deal with the monies and properties of the corporation in
such manner as may from time to time be considered wise or expedient for the
advancement of its interest.
 5. To enter in any lawful agreement for sharing profits, union of interest,
unitization or farmout agreement, reciprocal concession, or cooperation, with any
corporation, association, partnership, syndicate, entity, person or governmental,
municipal, or public authority, domestic or foreign, in the carrying on or any
business or transaction deemed necessary, convenient or incidental to carrying out
any of the purposes of this corporation.

6. To acquire or obtain from any governmental authority, national,

provincial, municipal or otherwise, or any corporation, company of partnership or
person, such charter, contracts, franchise, privileges, exemption, licenses and
concessions as may be conductive to any of the objects of the corporation.

7. To establish and operate one or more offices or agencies and to carry any
or all of its operations and business without any restrictions as to place or amount
including the right to hold, purchase or otherwise deal in and with real and personal
property anywhere within the Philippines.

8. To issue, pursuant to law, shares of its capital stock, bonds, debentures, or

other obligations in payment of property purchased or acquired by it, or for money
borrowed; to purchase, acquire, hold, dispose of and otherwise deal in and with
shares, stocks, bonds, and other securities issued by any company, and to exercise
all the rights and incidents of ownership thereof, including the right to vote the
same, and to receive, collect and dispose of the interests, dividends and any other
income therefrom.

9. To conduct and transact any and all lawful business to do or cause to be

done any one or more of the acts and things therein set forth as its purposes, within
or without the Philippines, and in any and all foreign countries, and to do everything
necessary, desirable or incidental to the accomplishment of the purposes of the
exercise of any one or more of the powers herein enumerated, or which shall at any
time appear conducive to or expedient for the protection or benefit of the
corporation.

THIRD: That the principal office of the corporation is located in theFloor 1,

Seen Zone Building, Quezon Boulevard, City of Davao, Province of Davao Del Sur,
Philippines;

FOURTH: That the Corporation shall have perpetual existence from the date
of issuance of the certificate of incorporation;

FIFTH: That the names, nationalities and residence addresses of the

incorporators are as follows:

NAME NATIONALITY RESIDENCE

1. Ray Kristoffer C. Ramirez
2. Jasper Francis B. Cambe
3. Alexander Dela Pena Besa
4. Juan De La Cruz
Lot 3, Block 5, Deca Homes,
Filipino Cabantian, Davao City
Candelaria Ave., Ecoland,
Filipino Davao City
Block 20, Lot 3 Deca Homes,
Filipino Catalunan Grande, Davao City
Lot 1, Block 1, Deca Homes,
Filipino Cabantian, Davao City
 Lot 1, Block 2, Deca Homes,
5. Maria Clara Filipino Cabantian, Davao City

SIXTH: That the number of directors of the corporation shall be FIVE (5); and
the names, nationalities and residence and addresses of the first directors of the
corporation are as follows:
Lot 3, Block 5, Deca Homes,
1. Ray Kristoffer C. Ramirez Filipino Cabantian, Davao City
Candelaria Ave., Ecoland,
2. Jasper Francis B. Cambe Filipino Davao City
Block 20, Lot 3 Deca Homes,
3. Alexander Dela Pena Besa Filipino Catalunan Grande, Davao City
Lot 1, Block 1, Deca Homes,
4. Juan De La Cruz Filipino Cabantian, Davao City
Lot 1, Block 2, Deca Homes,
5. Maria Clara Filipino Cabantian, Davao City

SEVENTH: That the authorized capital stock of the corporation is ONE

HUNDRED MILLION (P100,000,000.00) pesos in lawful money of the Philippines,
divided into ONE HUNDRED THOUSAND (100,000) shares with the par value of ONE
THOUSAND (P1,000) pesos per share;

EIGHT: That the number of shares of the authorized capital stock above-
stated has been subscribed as follows:
NO. OF
NAME OF SHARES AMOUNT AMOUNT
SUBSCRIBERS NATIONALITY SUBSCRIBE SUBSCRIBED PAID
D
1. RAY
KRISTOFFER Filipino 33,334 33,334,000 8,333,500
C. RAMIREZ

2. JASPER
Filipino 33,333 33,333,000 8,333,000
FRANCIS B.
CAMBE
3. ALEXANDER
DELA PENA Filipino 33,333 33,333,000 8,333,000
BESA

4. JUAN DE LA Filipino 1 1000 250

CRUZ

5. MARIA Filipino 1 1000 250

CLARA

NINTH: That JASPER FRANCIS B. CAMBE has been elected by the

subscribers as Treasurer of the Corporation to act as such until after the successor is
duly elected and qualified in accordance with the by-laws, and that as Treasurer,
authority has been given to receive in the name and for the benefit of the corporation,
all subscriptions, contributions or donations paid or given by the subscribers or
members, who certifies the information set forth in the seventh and eighth clauses
above, and that the paid-up portion of the subscription in cash and/or property for the
benefit and credit of the corporation has been duly received.
 TENTH: That the incorporators undertake to change the name of the
corporation immediately upon receipt of notice from the Commission that another
corporation, partnership or person has acquired a prior right to the use of such name,
that the name has been declared not distinguishable from a name already registered or
reserved for the use of another corporation, or that it is contrary to law, public morals,
good customs or public policy.

ELEVENTH: No transfer of stock or interest which shall reduce the ownership

of Filipino citizens to less than the required percentage of 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 stock certificates issued by the
corporation.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 7thday of December 2019, in the City of Davao, Province of Davao
Del Sur, Republic of the Philippines.

1.RAY KRISTOFFER C. 2. JASPER FRANCIS B. 3. ALEXANDER DELA PENA

RAMIREZ CAMBE BESA
TIN No. 123-456-000 TIN No. 123-456-111 TIN No. 123-456-222

4. JUAN DE LA CRUZ 5. MARIA CLARA

TIN No. 123-333-444 TIN No.123-444-333

Signed in the presence of

_____________________________ _____________________________

JASPER FRANCIS B. CAMBE

Treasurer

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES}

} S.S.

BEFORE ME, a Notary Public, for and in Davao City, Philippines, this
7thday of December, 2019, personally appeared the following persons:

TIN/ID/Passport Date &

Name No. Place Issued
1. Ray Kristoffer C. Ramirez 123-456-000 Davao City
2. Jasper Francis B. Cambe 123-456-111 Davao City
3. Alexander Dela Pena Besa 123-456-222 Davao City
4. Juan De La Cruz 123-333-444 Davao City
5. Maria Clara 123-444-333 Davao City

all known to me and to me known to be the same persons who executed the
foregoing Articles of Incorporation constituting of five (5) 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.

Doc. No. __123_; ATTY. RICARDO A. DALISAY

Page No. __90__; Notarial Commission No. 020-2019
Book No. _20__; IBP No. 123456, 12/30/19, DC
PTR No. 7654321, 01/05/19, DC
Series of 2020. Roll No. 65432
MCLE Compliance No. VI-0012345,
11/14/18
Office Address: Bolton St. Davao City
 BY –LAWS

OF

SEEN ZONE INC.

(Name of Corporation)

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE DIRECTORS.

a) Regular meetings of the board of directors of the corporation shall be

held monthly, unless the by-laws provide otherwise.

b) Special meetings of the board of directors may be held at any time upon
the call of the president or as provided in the by-laws

c) Meetings of directors may be held anywhere in or outside of the

Philippines, unless the by-laws provide otherwise. 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, unless otherwise provided by the by-laws. A director
may waive this requirement, either expressly or impliedly.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Regular or annual meetings of stockholders shall be held annually on

January 6th of every year.

b) Written notice of regular meetings shall be sent to all stockholders of

record at least two (2) weeks prior to the meeting, unless a different
period is required by the by-laws.

c) Special meetings of stockholders shall be held at any time deemed

necessary or as provided in the by-laws:

d) Written notice of special meetings shall be sent to all stockholders at least

one week prior to the meeting, unless a different period is required by the
by-laws.

e) Stockholders’ meetings, whether regular or special, shall 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. Davao
City shall, for the purpose of this provision, be considered city or
municipality.

III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist of the

stockholder/s representing a majority of the outstanding capital stock.

IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

VOTING THEM
 a) Stockholders may vote in person or by proxy in all meetings of
stockholders. Proxies shall be in writing, signed by the stockholder and
filed before the scheduled meeting with the corporate secretary. Unless
otherwise provided in the proxy, it shall be 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.

V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS

a) No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this
Code, committed within five (5) years prior to the date of his election
shall qualify as a director. Every director must own at least one (1) share
of the capital stock of the corporation, which share shall stand in his
name on the books of the corporation. Any director who ceases to be the
owner of at least one (1) share of the capital stock of the corporation shall
thereby cease to be a director. A majority of the directors must be
residents of the Philippines.

b) The corporate powers of the corporation shall be exercised, all business

conducted and all property of the corporation be controlled and held by
the board of directors to be elected from among the holders of stocks,
who shall hold office for one (1) year and until their successors are
elected and qualified.

c) The directors shall not receive any compensation, as such directors,

except for reasonable per diems. Any compensation 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.

VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE

TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

a) Immediately after their election, the directors of a corporation must

formally organize by the election of a PRESIDENT, who shall be a director,
a TREASURER who may or may not be a director, a SECRETARY who shall
be a resident and citizen of the Philippines, and such other officers as may
be provided in the by-laws. Two (2) or more positions may be held
concurrently by the same officer, however no one shall act as PRESIDENT
and SECRETARY or as PRESIDENT and TREASURER at the same time. The
officers of the corporation shall hold office for one (1) year and until the
successors are elected and qualified. The officers of the corporation shall
perform functions as required by existing laws, rules and regulations.

VII. FISCAL YEAR

a) The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.

VIII. SEAL

a) The corporate seal shall be determined by the Board of Directors.

 IX. PENALTIES FOR VIOLATION OF BYLAWS:

a) Any director or officer who is found to have violated the bylaws may be
removed from office by a vote of the stockholders holding or representing
at least (2/3) of the outstanding capital stock. Provided, that such removal
shall take place either at a regular meeting of the corporation or at a
special meeting called for the purpose, and in either case, after previous
notice to stockholders of the corporation of the intention to propose such
removal at the meeting.

X. ISSUANCE OF STOCK CERTIFICATES:

a. No certificate of stock shall 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.

b. Issuance of Stock Certificate should be:

b1. signed by the president or vice-president, countersigned by the
secretary or assistant secretary, and sealed with the seal of the
corporation, and issued in accordance with the law.
b2. The certificate must be delivered or mailed to the subscriber, with
the documentary stamps required by law affirmed thereon.
b3. The par value with respect to shares with par value, or the full
subscriptions, as to no-par value shares must be fully paid.
b4. Where it involves transfer of outstanding shares, the original
certificate must be retained.

XI. MISCELLANEOUS PROVISIONS:

a) Matters not covered by the provisions of these by-laws shall be

governed by the provisions of the Revised Corporation Code of the
Philippines.

XII. ARBITRATION AGREEMENT:

a) Any and all disputes, claims or controversies arising from or related in

any way to the Corporation's buying, selling, trade, manufacture, dealing,
and deal with goods, wares, and merchandize of any kind and nature, or in
its furnishing of any goods, or in the conduct of its operations, other than
disputes or claims relating to the payment for goods, wares, and
merchandise and/or other services provided by the Corporation, that are
not resolved by agreement of the parties, shall, at the request of either
party, be resolved by binding arbitration. In the event the arbitration
involves a sum in excess of P100,000.00, there shall be three (3)
arbitrators, one picked by each party and a third selected by the two (2)
arbitrators selected by the parties. In the event the dispute involves less
than P100,000.00, there shall be one (1) arbitrator. If the parties cannot
agree on an arbitrator, the determination shall be made by the Regional
Trial Court in Davao City, Philippines. The arbitration shall take place in
Davao City, Philippines. The cost of the arbitrators and the filing fees shall
be shared equally by the parties.

IN WITNESS WHEREOF, we, the undersigned incorporators and/or

stockholders present at said meeting and voting thereat in favor of the adoption of
said by-laws, have hereunto subscribed our names this 7th day of December 2019 at
Davao City, Davao Del Sur.

1. RAY KRISTOFFER C. 2. JASPER FRANCIS B. 3. ALEXANDER DELA PENA

RAMIREZ CAMBE BESA

4. JUAN DE LA CRUZ 5. MARIA CLARA

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

Doc. No. __124_; ATTY. RICARDO A. DALISAY

Page No. __90__; Notarial Commission No. 020-2019
IBP No. 123456, 12/30/19, DC
Book No. _20__;
PTR No. 7654321, 01/05/19, DC
Series of 2020. Roll No. 65432
MCLE Compliance No. VI-0012345,
11/14/18
Office Address: Bolton St. Davao City