MINUTES OF THE JOINT SPECIAL MEETING

OF THE STOCKHOLDERS AND BOARD OF DIRECTORS OF

101 RESTAURANT CITY INC.
Held at Unit 1503 China Bank Corporate Center, Samar Loop,
Cebu Business Park, Brgy. Mabolo, Cebu City
4 February 2019

PRESENT DIRECTORS/OFFICERS

LOWELL L. YU (Chairman of the Board)

WINGLIP K. CHANG (Director/President)
LUIS MICHAEL R. YU, III (Director/Treasurer)
CAROLINA ELOISA R. YU (Director) – Through Teleconference
MARIA ELENA E. POCONG (Director)
IAN NORMAN E. DATO (Corporate Secretary)

I. CALL TO ORDER

The Chairman of the Board, Atty. Lowell L. Yu (“Chairman”), called the meeting to
order and presided over the same. The Corporate Secretary, Atty. Ian Norman E. Dato,
recorded the Minutes of the meeting.

II. CERTIFICATION OF NOTICE AND QUORUM

The Corporate Secretary certified that the notice and agenda for today’s meeting
were sent to all the members of the Board of Directors of 101 Restaurant City, Inc.
(“Corporation”) in accordance with the Corporation Code and the Corporation’s By-Laws.
He further certified that a quorum was present for the transaction of business by the Board
of Directors.

III. APPROVAL OF THE MINUTES OF THE BOARD MEETING HELD ON 17

DECEMBER 2018

The Chairman announced that the next item on the agenda is the approval of the
Minutes of the special meeting of the Board of Directors held on 17 December 2018. After
discussion and upon motion duly made and seconded, the Board of Directors approved
the Minutes of the meeting held on 17 December 2018.

IV. CHANGE OF PRINCIPAL OFFICE ADDRESS OF THE CORPORATION IN THE

ARTICLES OF INCORPORATION

The Chairman called the attention of the stockholders present and

manifested that the meeting was called for the purpose of changing the principal
office address of the Corporation in its Articles of Incorporation which, at present, is
at Unit 1503 China Bank Corporate Center, Samar Loop, corner Road 5, Cebu
Business Park, Barangay Mabolo, Cebu City.

The Chairman thereafter moved that the new principal office address of the
Corporation be changed to 11th Floor Tech Tower, Sumilon corner Camiguin
Road, Cebu Business Park, Cebu City. Upon a vote of the stockholders owning or
representing at least two-thirds (2/3) of all outstanding capital stock of the
Corporation, it has been seconded that the principal office address of the
Corporation shall be amended to 11th Floor Tech Tower, Sumilon corner Camiguin
Road, Cebu Business Park, Cebu City. The stockholders owning or representing at
least two-thirds (2/3) of all outstanding capital stock of the Corporation further voted
to amend the Articles of Incorporation of the Corporation to reflect such change.
 Thereafter, upon motion of the Chairman duly seconded by the Corporate
Secretary, the majority of the members of the Board of Directors present approved
the change of the principal office address of the Corporation from Unit 1503 China
Bank Corporate Center, Samar Loop, corner Road 5, Cebu Business Park,
Barangay Mabolo, Cebu City to 11th Floor Tech Tower, Sumilon corner Camiguin
Road, Cebu Business Park, Cebu City, as well as the amendment of the Articles of
Incorporation of the Corporation to reflect such change.

V. RESOLUTIONS

Thereafter, it has been –

RESOLVED, that the Third Article of the Articles of

Incorporation of the Corporation be amended as follows:

“x x x.

THIRD: That the place where the principal office of

the corporation is to be established or located is at 11th Floor
Tech Tower, Sumilon corner Camiguin Road, Cebu Business
Park, Cebu City. (As amended on 04 February 2019.)

x x x.”

V. ADJOURNMENT

There being no further business to transact, the meeting was, upon motion duly
made and seconded, thereupon adjourned.

CERTIFIED CORRECT:

IAN NORMAN E. DATO

Corporate Secretary

ATTESTED BY:

LOWELL L. YU
Chairman of the Board

2
 APPROVED BY:

WINGLIP K. CHANG MARIA ELENA E. POCONG

Director Director

LUIS MICHAEL R. YU, III

Director