(Articles of Incorporation - Merchandising / Trading Company)

ARTICLES OF INCORPORATION

OF

__________________________ MERCHANDISING, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, all of whom are of legal age and residents of the Philippines, Filipinos, have on
this day, voluntarily associated ourselves together for the purpose of forming a stock corporation
under the laws of the Republic of the Philippines:

AND WE DO HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be __________________________

MERCHANDISING, INC.

SECOND: That the specific purposes for which said Corporation is formed are:

To engage in, conduct and carry on the business of buying, selling, distributing, marketing at
wholesale or retail in so far as may be permitted by law all kinds of goods, commodities, wares
and merchandise of every kind and description; to enter into all kinds of contracts for the export,
import, purchase, acquisition, sale at wholesale or retail and other dispositions for its own
account as principal or representative capacity as manufacturing representatives, merchandise
broker, indentor, commission merchant, factors or agents upon consignment of all kinds of
goods, wares, merchandise or product whether natural or artificial.

THIRD: That the place where the principal office of the corporation is to be established
or located is at _____________, Philippines.

FOURTH: That the term for which the Corporation is to exist is _____________
(________) years from and after the date of issuance of the Certificate of Incorporation.

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

Name Nationality Residence

SIXTH: That the number of directors of the Corporation shall be five (5) and that the
names, nationalities and residence of the Directors of said Corporation who shall act as such until
their successors are elected and have qualified as provided for in the by-laws are as follows:

Name Nationality Residence

SEVENTH: That the authorized capital stock of the Corporation is _____________

(P_____________) PESOS in lawful money of the Philippines, divided into
__________________________ (_________) shares with the a par value of _____________
(P_________) PESOS per share.

EIGHT: That the authorized capital stock of the corporation has been fully subscribed
representing the sum of __________________________ (P_______________) PESOS,
Philippine Currency, and at least twenty (25%) per cent of the total subscription has been paid as
follows:

Name No. of Shares Subscribed Amount Paid-In

NINTH: That _____________ has been elected by the subscribers as Treasurer of the
corporation to act as such until his/her successor is duly elected and qualified in accordance with
the by-laws; and that as such Treasurer, (he/she) has been authorized to receive for and in the
name and for the benefit of the corporation, all subscriptions paid by the subscribers.

TENTH: That no transfer of stocks or interest therein which will reduce the ownership of
Filipino citizens to less than the percentage of the capital stock required by law shall be allowed
or permitted to be recorded in the Corporate Books and this restriction shall be indicated in all
the stock certificates issued by the corporation.

ELEVENTH: That 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 hereunto affixed our signatures this

_____________, at the City of _____________, Philippines.

(SIGNATURES OF ALL INCORPORATORS)

 SIGNED IN THE PRESENCE OF:

__________________ __________________

(ACKNOWLEDGMENT)