ARTICLES OF INCORPORATION OF

SUNDO SHIPPING, INC

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and a 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 said corporation shall be “Sundo Shipping,Inc.”;

SECOND: That the purpose for which such corporation is incorporated is to operate
vessels, responsible for the handling and transporting of cargo aboard the ships of our
customers;

THIRD: That the principal office of the corporation is located in the City of Ozamiz,
Province of Misamis Occidental, Philippines;

FOURTH: That the term for which the said corporation is to exist is 35 years from
and after the date of issuance of the certificate of incorporation;

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

Name Nationality Residence

Last Village, Manabay,

ANGEAL LOCSIN Filipino
Ozamiz City
Purok Malinawon, Tudela,
ANGIE PANGANIBAN Filipino
Misamis Occidental
Maunawain Place, Lanao del
ELYN ADERNA Filipino
Sur
Seaplace, Cagayan De Oro
JERALD ANDERSON Filipino
City
Seaside Life, Aguada, Ozamiz
JESY MENDIOLA Filipino
City

JON LOID CRUZ Filipino Honest Blueplace, Iligan City

 Purok-Matinabangon, Tinago,
JULIE BARETO Filipino
Ozamiz City
Tinagsa, Kolambugan, Lanao
LUISIANO MANZANO Filipino
del Norte
Special Subdivision, Lam-an,
VHEA ALONZO Filipino
Ozamiz City
Silver Palace, Colon, Cebu
ZARRA GERONIMO Filipino
City

Sixth: That the number of directors or trustees of the

corporation shall be five (5) and the names, nationalities, and residence addresses of the
first directors or trustees of the corporation are asfollows:

NAME NATIONALITY RESIDENCE

Last Village, Manabay,
ANGEAL LOCSIN Filipino
Ozamiz City
Maunawain Place, Lanao del
ELYN ADERNA Filipino
Sur
Seaside Life, Aguada, Ozamiz
JESY MENDIOLA Filipino
City
Purok-Matinabangon, Tinago,
JULIE BARETO Filipino
Ozamiz City
Special Subdivision, Lam-an,
VHEA ALONZO Filipino
Ozamiz City

Seventh: That the authorized capital stock of the corporation is TEN MILLION
PESOS (P10,000,000) in lawful money of the Philippines, divided into ONE HUNDRED
THOUSAND SHARES with the par value of ONE HUNDRED PESOS (P100.00) per share.

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

No. of shares Amount

Name ofSubscriber Nationality Subscribed Subscribed

ANGEAL LOCSIN Filipino 2,500 P250,000

ANGIE PANGANIBAN Filipino 2,500 P250,000

ELYN ADERNA Filipino 2,500 P250,000

JERALD ANDERSON Filipino 2,500 P250,000

JESY MENDIOLA Filipino 2,500 P250,000

JON LOID CRUZ Filipino 2,500 P250,000

JULIE BARETO Filipino 2,500 P250,000

LUISIANO MANZANO Filipino 2,500 P250,000

VHEA ALONZO Filipino 2,500 P250,000

ZARRA GERONIMO Filipino 2,500 P250,000

TOTAL P25,000 P2,500,000

NINTH: That the above-named subscribers have paid at least twenty-five percent
(25%) of the total subscription as follows:

Name ofSubscriber Amount Subscribed Total Paid-in

ANGEAL LOCSIN P250,000 P100,000

ANGIE PANGANIBAN P250,000 P150,000

ELYN ADERNA P250,000 P100,000

JERALD ANDERSON P250,000 P100,000

JESY MENDIOLA P250,000 P100,000

JON LOID CRUZ P250,000 P200,000

JULIE BARETO P250,000 P62,500

LUISIANO MANZANO P250,000 P100,000

VHEA ALONZO P250,000 P100,000

ZARRA GERONIMO P250,000 P62,500

TOTAL P2,500,000 P1,075,000

TENTH: That Jon Loid Cruz, 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 for the benefit of the corporation, all subscriptions or contributions or donations paid or
given by the subscribers or members

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,

th
this 29 day of January, 2020 in the City Ozamiz, Province of Misamis Occidental, Republic
of the Philippines.

(SGD.) ANGEAL LOCSIN (SGD.) ANGIE PANGANIBAN

TIN: 132-101-506 TIN: 101-058-404

(SGD.)ELYN ADERNA (SGD.) JERALD ANDERSON

TIN: 153-052-109 TIN: 159-174-304

(SGD.)JESY MENDIOLA (SGD.) JON LOID CRUZ

TIN: 104-107-015 TIN: 115-969-729

(SGD.)JULIE BARETO (SGD.) LUISIANO MANZANO

TIN: 124-416-177 TIN: 124-143-143

(SGD.)VHEA ALONZO (SGD.) ZARRA GERONIMO

TIN: 165-143-417 TIN: 121-099-100

SIGNED IN THE PRESENCE OF:

(SGD) MAY SHEENE TAPAY (SGD.) EFREN BARILLO

 SUBSCRIPTION CONTRACT

The undersigned (“Subscriber”) desires to become a holder of shares of 

DUMBO,INC.(“Corporation”),, a corporation organized under the laws of the Republic of the
Philippines; one share of Common Stock has a par value P100 per share. Accordingly, the
Subscriber hereby agrees as follows:
 
1.           SUBSCRIPTION
 
  1.1 The Subscriber hereby subscribes for and agrees to accept from the
Corporation that number of Shares set forth to this Subscription Agreement, in
consideration of P100 per share.  This offer to purchase is submitted in
accordance with and subject to the terms and conditions described in this
Subscription Agreement. The Subscriber acknowledges that the Corporation
reserves the right, in its sole and absolute discretion, to accept or reject this
subscription, and that the subscription will not be binding until accepted by the
Corporation.
 
  1.2 The closing of the Subscription of Shares hereunder (“Closing”) shall occur
immediately upon: (i) Receipt and acceptance by the Corporation of a properly
executed Signature Page to this Agreement; and (ii) Receipt of all funds for
the subscription of shares hereunder.
 
2.           PURCHASE PROCEDURE.  The Subscriber acknowledges that, in order to
subscribe for Shares, he must, and he does hereby, deliver to the Corporation:
 

  2.1 One (1) executed counterpart of the Signature Page attached to this Agreement
together with appropriate notarization; and
 
  2.2 A check, trade draft or media due bill in the amount set forth on the Signature
Page attached to this Agreement, representing payment in full for the Shares
desired to be purchased hereunder, made payable to the order of DUMBO,
INC.
 
3.           REPRESENTATIONS OF SUBSCRIBER.  By executing this Agreement, the
Subscriber makes the following representations, declarations and warranties to the
Corporation, with the intent and understanding that the Corporation will rely thereon:
 
  3.1 All information herein concerning the Subscriber is correct and complete as of
the date hereof and as of the date of Closing.
 
  3.2 If the Subscriber is purchasing the Shares in a fiduciary capacity for another
person or entity, including without limitation a corporation, partnership, trust
or any other entity, the Subscriber has been duly authorized and empowered to
 execute this Subscription Agreement and all other subscription
documents.  Upon request of the Corporation, the Subscriber will provide true,
complete and current copies of all relevant documents creating the Subscriber,
authorizing its investment in the Corporation and/or evidencing the
satisfaction of the foregoing.
 
4.           APPLICABLE LAW.  This Agreement shall be construed in accordance with and
governed by the laws applicable to contracts made and wholly performed in the Republic of
the Philippines
 
5.           EXECUTION IN COUNTERPARTS.  This Subscription Agreement may be
executed in one or more counterparts.
 
6.           PERSONS BOUND.  This Subscription Agreement shall, except as otherwise
provided herein, inure to the benefit of and be binding on the Corporation and its successors
and assigns and on each Subscriber and his respective heirs, executors, administrators,
successors and assigns.
 
7.           NOTICES.  Any notice or other communication required or permitted hereunder
shall be in writing and shall be delivered personally, telegraphed, telexed, sent by facsimile
transmission or sent by certified, registered or express mail, postage prepaid, to the address of
each party set forth herein. Any such notice shall be deemed given when delivered
personally, telegraphed, telexed or sent by facsimile transmission or, if mailed, three days
after the date of deposit in the United States mails.
 
8.           CERTIFICATION.  The Subscriber certifies that he has read this entire
Subscription Agreement and that every statement made by the subscriber herein is true and
complete.
 

SUBSCRIBER SIGNATURE
 
The undersigned, desiring to subscribe for the number of Shares of DUMBO, INC. as is set
forth below, acknowledges that he/she has received and understands the terms and conditions
of the Subscription Agreement attached hereto and that he/she does hereby agree to subscribe
the stated amount below and in which all the terms and conditions are followed therein.
 
No. of shares Amount
Name of Subscriber Subscribed Subscribed
ANGEAL LOCSIN 2,500 P250,000
ANGIE PANGANIBAN 2,500 P250,000
ELYN ADERNA 2,500 P250,000
JERALD ANDERSON 2,500 P250,000
JESY MENDIOLA 2,500 P250,000
JON LOID CRUZ 2,500 P250,000
JULIE BARETO 2,500 P250,000
LUISIANO MANZANO 2,500 P250,000
VHEA ALONZO 2,500 P250,000
ZARRA GERONIMO 2,500 P250,000

WITNESS WHEREOF, we have hereunto signed this Subscription Agreement, this 29 th day
of January, 2020 in the City Ozamiz, Province of Misamis Occidental, Republic of the
Philippines.
 
(SGD.) ANGEAL LOCSIN (SGD.) ANGIE PANGANIBAN
TIN: 132-101-506 TIN: 101-058-404

(SGD.)ELYN ADERNA (SGD.) JERALD ANDERSON

TIN: 153-052-109 TIN: 159-174-304

(SGD.)JESY MENDIOLA (SGD.) JON LOID CRUZ

TIN: 104-107-015 TIN: 115-969-729

(SGD.)JULIE BARETO (SGD.) LUISIANO MANZANO

TIN: 124-416-177 TIN: 124-143-143

(SGD.)VHEA ALONZO (SGD.) ZARRA GERONIMO

TIN: 165-143-417 TIN: 121-099-100