Articles of Incorporation

of
ESMER CREDIT & FINANCE , OPC;

The undersigned, of legal age, voluntarily forms a One Person

Corporation (OPC) under the laws of the Republic of the Philippines and
certifies the following:

First: That the name of said corporation shall be ESMER CREDIT

& FINANCE , OPC;

Second: The purposes for which the corporation is organized is to

engage in general financing business by extending credit facilities to
consumers and to industrial, commercial, or agricultural enterprises,
either by direct lending or by discounting, re-discounting or factoring
commercial papers or accounts receivable, or by buying and selling
contracts, leases, chattel mortgages, or other
evidences of indebtedness, or by financial leasing of movable as well as
immovable property, particularly as follows:

a) To undertake the acquisition and rental of all kinds of real and

personal properties, and any and all kinds of accounts
receivables, notes receivables, general agency, negotiable
instruments, letters of credit, acceptances, drafts,
bills of exchange and other evidences of indebtedness owned
by any person, partnership, corporation or association under
such terms and conditions as the corporation may deem fit, and
to own, sell, rediscount, mortgage, assign or otherwise
dispose of such properties, real or personal, accounts
receivables, notes receivables, general agency, negotiable
instruments, letters of credit, acceptances, drafts,
bills of exchange, and other evidences of indebtedness.

b) To undertake the business of a commercial credit agency by the

gathering, accumulation and evaluation and
consolidation of credit, financial and other allied information and
disseminating such information to clients or subscribers for a
monetary fee.

c) To receive, purchase, own, sell, hold, assign, deposit, create

trust with respect to, exchange, pledge, mortgage or otherwise
 dispose of, and generally deal in and with all or any of the
following: all kinds of shares, stocks, voting trust certificates,
bonds, mortgages, debentures, trusts receipts, notes,
bills of exchange and other certificates, obligations, contracts,
chooses in action and evidences of indebtedness of any other
corporation, partnership or association, persons or
governmental, municipal or public authority, domestic or foreign,
and to acquire, purchase, sell or otherwise dispose of its own
shares of capital stock or any securities or other
obligations of the corporation.

d) To extend credit facilities for home, building, and for agricultural,

commercial, and industrial development.

e) To act or serve as the credit and collection

agency of individuals, firms, or corporations.

f) To purchase, acquire, and take over all or any part of the rights,

assets, business and property of any person, partnership,
corporation, or association, and to undertake and assume the
liabilities and obligations of such persons, partnership,
corporation or association whose rights, assets, business or
property may be purchased, acquired or taken over.

g) To undertake, subject to such terms and conditions as the

corporations may deem fit, the management and
financing of the operation of the business, industry or
enterprise of any person, partnership, corporation or
association.

Third: That the principal office of the OPC is located in Centro,

Canares,Batuan, Masbate;

Fourth: That the OPC shall have perpetual existence;

Fifth: That the name, nationality, and residence address of the

single stockholder/ director/ president of the OPC are as follows:

Name Nationality Official

Residence
Emmanuel Esmer Filipino Centro, Canares,
Batuan, Masbate
 Sixth: That the names, nationalities, and residence addresses of
the nominee and alternate nominee are as follows:

Name Nationality Residence

Nominee: Lony L. Esmer Filipino Canares, Batuan,

Masbate

Alternate: Aries L. Esmer Filipino Canares, Batuan,

Masbate

Seventh: That the authorized capital stock of the OPC is Two

Million Pesos (P2,000,000), divided into Two Thousand shares (2000)
with par value of One Thousand Pesos(P1,000) Per share.

Eighth: That the number of shares of the authorized capital stock

above stated has been subscribed as follows:

Name of Nationality No. of Amount Amount

Subscriber Shares Subscribed Paid
Subscribed
Emmanuel Filipino 1,000 1,000,000 1,000,000
Esmer

Romar
E.Mirasol Filipino 100 100,000 50,000

Rudy Filipino 500 500,000 500,000

Mirasol

Lope Lauren Filipino 400 400,000 400,000

Ninth: That as self-appointed treasurer of the OPC, I acknowledge

to have received in the name and for the benefit of the corporation, all
subscriptions paid or given by the subscriber, 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 has been
duly received for the benefit and credit of the corporation, and that I shall
faithfully administer the corporation’s funds to be received as Treasurer,
and to disburse and invest the same in accordance with law and these
Articles of Incorporation;

Tenth: That I undertake to change the name of the OPC

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: That 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 OPC, and this restriction shall
be indicated in all stock certificates issued by the corporation.

Twelfth: That the fiscal year of the OPC shall begin on the first day
of January and shall end on the last day of December of each year.

IN WITNESS WHEREOF, I have hereunto signed these Articles of

Incorporation, this 4th day of March 2021 in Municipality of Batuan,
Province of Masbate, Republic of the Philippines.

Emmanuel L. Esmer
TIN: 480128345

Emmanuel L. Esmer
Name and signature of the treasurer
TIN: 480128345
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

S.S)

BEFORE ME, a Notary Public, for and in __________________,

Philippines, this ___________ day of _______________, 2019,
personally appeared the following persons:

Name TIN/ Passport No. Date and Place

Issue

known to me and to me known to be the same person who executed the

foregoing Articles of Incorporation constituting of ________ pages,
including this page where the acknowledgement is written, and he
acknowledged to me that the same is his free act and voluntary deed.

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

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of ______.