ARTICLES OF INCORPORATION

OF
ABCS CORPORATION

The undersigned incorporators, all of legal age, have voluntarily agreed to form
a stock corporation (the “Corporation”) under the laws the Republic of the Philippines
and certify the following:

AND WE HEREBY CERTIFY:

FIRST: That the name of the Corporation shall be:

ABCS Corporation

SECOND: That the purposes for which the Corporation is incorporated are:

PRIMARY PURPOSE

To engage in, conduct, carry on and undertake the general business of trading,
merchandising, distributing, selling, buying, producing, manufacturing, importing,
exporting or dealing in all kinds of goods, commodities, merchandise of every kind and
description insofar as may be permitted by law and other objects of business, commerce
and trade, whether real or personal, in wholesale or retail.

SECONDARY PURPOSES

1. To purchase or otherwise acquire and own, hold, use, develop, sell, assign,
transfer, lease, mortgage, pledge, create and perfect a security interest in, exchange, or
otherwise dispose of personal property of every kind and description, including shares
of stock, bonds, debentures, notes, evidences of indebtedness, and other securities or
obligations of any other person, corporation, partnership, association, or entity,
domestic or foreign, for whatever lawful purpose or purposes the same may have been
organized, and to pay therefor in money or by exchanging therefor stocks, bonds,
securities, or other evidences of indebtedness of this or any other person, corporation,
partnership, association, or entity, and while the owner or holder of any such property,
stocks, bonds, debentures, contracts, or obligations to receive, collect, and dispose of the
interest, dividends, and income arising from such property and to possess and exercise
in respect thereof all the rights, powers, and privileges of ownership.

2. To acquire by purchase, exchange, assignment, gift, or otherwise, and to

manage and hold, sell, assign, transfer, exchange, lease, let, develop, mortgage, pledge,
create a security interest in, traffic, deal in and with, and otherwise operate, enjoy, and
dispose of, to the extent permitted by law, land and other real properties of every kind
and description, whether improved or unimproved, including any buildings,
tenements, factories, edifices, structures, and other improvements, and any interest or
rights in any of the foregoing.

3. To borrow or raise money from not more than nineteen (19) lenders, including
its stockholders, at any one time necessary to meet the financial requirements of its
business through the issuance of bonds, notes, and other evidences of indebtedness, and
to secure the repayment thereof by way of mortgage, pledge, security interest, deed of
trust, or lien upon the properties of the Corporation, or to issue pursuant to law shares
of its capital stock, debentures, and other evidences of indebtedness in payment for
properties acquired by the Corporation or for money borrowed in the course or pursuit
of its lawful business.

4. To enter into contracts and arrangements of every kind and description for any
lawful purpose with any person, corporation, partnership, association, or entity, and
obtain from any government or authority any rights, privileges, contracts, licenses, and
concessions which may be convenient or proper for the purposes of the Corporation,
and to carry out, perform, or comply with such contracts, licenses, concessions, or other
arrangements and exercise any such rights, privileges, licenses, and concessions.

5. To guarantee, whether by way of guaranty, suretyship, or any other lawful

arrangement, the obligations of any subsidiary or affiliate of the Corporation, or to
create and perfect a security interest in, or constitute a lien over, any property of the
Corporation for the purpose of securing the obligations of any subsidiary or affiliate of
the Corporation.

6. To acquire all or any part of the goodwill, rights, franchises, property, and
business of any person, corporation, partnership, association, or entity heretofore or
hereafter engaged in any business similar or analogous to any business which the
Corporation has power to conduct, to apply for the same in cash, stock, bonds, or other
obligations of the Corporations, or otherwise to hold, utilize, and in any manner
dispose of the whole or any part of the rights and property so acquired and to assume
in connection therewith any liabilities of any such person, corporation, partnership,
association, or entity and conduct in any lawful manner the whole or any part of the
business thus acquired.

7. To invest and deal with the money and other properties of the Corporation in
such manner as may from time to time be considered wise or expedient for the
advancement of its interests, and to sell, transfer, or otherwise dispose of the business,
properties, and goodwill of the Corporation, or any part thereof, for such consideration
and under such terms as it shall see fit to accept.

8. To establish and operate one or more branch offices or agencies and to carry on
any or all of its operations and business without any restrictions as to place or amount,
including the right to acquire, purchase, hold, lease, mortgage, pledge, create and
perfect a security interest, convey, or otherwise deal in and with properties anywhere
within the Philippines.

9. To purchase, hold, sell, transfer, re-issue or cancel shares of its own capital
stock or any securities or other obligations of the Corporation in the manner and to the
extent now or hereafter permitted by the laws of the Philippines, provided that shares
of its own capital stock belonging to the Corporation shall not be voted directly or
indirectly.

10. To undertake all that may be necessary, conducive, or proper to the

attainment of any or all of the above purposes, and anything identical thereto or
impliedly included therein. It is the intention that the foregoing clauses shall be
construed as powers as well as objects and purposes, and the foregoing enumeration of
specific powers shall not be held to limit or restrict in any manner the general powers of
the Corporation, and, generally, the Corporation shall be authorized to exercise and
enjoy all other powers, rights, and privileges now or hereafter granted by the laws of
the Philippines, or of any country, state, or territory in which it does business or owns
property, to a corporation of the character of the Corporation; provided, however, that
the Corporation shall not in any state, territory, or country, carry on any business, or
exercise any powers, which a corporation organized under the laws of said state,
territory, or country could not carry on or exercise, except to the extent permitted or
authorized by the laws of such state, territory, or country.

THIRD: That the principal office of the Corporation is located at No. 10, J.P. Laurel
Avenue, Bajada, Poblacion, Davao City, Davao del Sur, Philippines 8000.

FOURTH: That the term of the Corporation shall be perpetual.

FIFTH: That the names, nationalities, and residential addresses of the incorporators of
the Corporation are as follows:

Name Nationality Residence

Bryant dela Cruz Filipino No. 6 V. Mapa Street, Poblacion, Davao City
Rose dela Cruz Filipino No. 10 J.P. Laurel Avenue, Bajada, Poblacion,
Davao City

SIXTH: That the number of directors of the Corporation shall be two (2), and the names,
nationalities, and residential addresses of the first directors of the Corporation are as
follows:

Name Nationality Residence

Bryant dela Cruz Filipino No. 6 V. Mapa Street, Poblacion, Davao City
Rose dela Cruz Filipino No. 8 J.P. Laurel Avenue, Bajada, Poblacion, Davao
City

SEVENTH: That the authorized capital stock of the corporation is ONE HUNDRED
FIFTY MILLION PESOS (P150,000,000), divided into ONE HUNDRED FIFTY MILLION
(150,000,000) shares with the par value of ONE PESO (P 1.00) per share.

7.1 Procedure for Voluntary Transfers

(a) Any stockholder (the “Transferor”) who intends to sell, assign, transfer, dispose,
encumber, or constitute a lien over (each a “Transfer”) any or all of his shares shall give
written notice (the “Offer Notice”) to the other stockholders holding more than one (1)
share (the “Eligible Stockholder”) of the Transferor’s intent to Transfer his shares (the
“Offered Shares”). The Offer Notice shall identify the third party to which the Transfer
is intended, specify the terms and conditions of the proposed Transfer, and offer to sell
the Offered Shares to the Eligible Stockholders based on the terms and conditions
specified therein.

(b) Any Eligible Stockholder shall have the right, within thirty (30) calendar days from
his receipt of the Offer Notice (the “Offer Period”), to purchase the Offered Shares on
the basis of the terms set out in the Offer Notice or as may otherwise be agreed upon by
the parties (the “Agreed Purchase Terms”); provided that if more one (1) Eligible
Stockholder desires to purchase the Offered Shares, then the Offered Shares shall be
allocated pro rata to such Eligible Stockholders; provided, further, that if an Eligible
Stockholder does not consummate the purchase of his portion of the Offered Shares
within the Offer Period, then said Offered Shares may be taken up by the remaining
Eligible Stockholders not later than fifteen (15) calendar days from the lapse of the Offer
Period (the “Extended Offer Period”).

(c) Any Offered Shares not purchased by an Eligible Stockholder during the Offer
Period or Extended Offer Period, as the case may be, in accordance with this Article 7.1
may be freely Transferred by the Transferor to the third party identified in the Offer
Notice on terms and conditions not less favorable to the Transferor than those in the
Offer Notice or, as applicable, the Agreed Purchase Terms; provided that such Transfer
to the third party must be completed within fifteen (15) calendar days from the lapse of
the Offer Period or Extended Offer Period, as the case may be.

(d) If, as a result of any change in Philippine law, a stockholder is compelled to sell,
assign, transfer, or dispose of any or all of its shares, the disposing stockholder shall
proceed in accordance with Article 7.1(a) to (c) above. 7.2 Any Transfer of shares by a
stockholder in violation of these Articles shall be null and void.

EIGHT: That the number of shares of the authorized capital stock above-stated has been
subscribed as follows:

Name of Stockholder Nationality No. of Shares Subscribed Amount Subscribed and Paid-
Up
1. Bryant dela Cruz Filipino 35,000,000 P35,000,000.00
2. Rose dela Cruz Filipino 25,000,000 P25,000,000.00
3. Salvo Panels Filipino 18,500,000 P18,500,000.00
4. Barry Roque Filipino 12,534,560 P12,534,560.00
5. Frank Duque Filipino 8,965,440 P8,965,440.00

TOTAL 100,000,000 P100,000,000.00

NINTH: That Rose dela Cruz, with TIN 201-513-771, 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 bylaws; that as Treasurer, authority has been given
to her to receive in the name and for the benefit of the Corporation all subscriptions,
contributions, or donations paid or given by the subscribers; and who certifies the
information set forth in the seventh and eight clauses above, and that the paid-up
portion of the subscription in cash 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 Securities and Exchange Commission that
another corporation, partnership, or person has acquired a prior right to the use of such
name, or 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 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
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 on
December 16, 2020 in Makati City, Metro Manila, Philippines.

___________________________ ___________________________
Bryant dela Cruz Covid Rose dela Cruz
Incorporator Incorporator
TIN 132-017-513 TIN 103-196-854

SIGNED IN THE PRESENCE OF:

___________________________ ________________________

ACKNOWLEDGMENT

Republic of the Philippines )

Makati City ) S.S.

BEFORE ME, a Notary Public in and for Makati City, this 18th day of December 2020,
personally appeared the following, whose identities I have confirmed through
competent evidence of identity stated below, bearing their respective photographs and
signatures:

Name: Competent Evidence of Identity Date & Place of Issue

Bryant dela Cruz Passport No. EC8370209 21 July 2016 / Davao City
Rose dela Cruz Passport No. EC6344702 08 May 2016 /Davao City

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation, consisting of five (5) pages, including this page on which this
Acknowledgment is written, signed by the parties and their instrumental witnesses and
they acknowledged to me that the same is of their own free will and voluntary act and
deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal on
the date and at the place first above-written.

ATTY. JESSETTE AMIHOPE N.CASTOR

NOTARY PUBLIC
UNTIL DECEMBER 31, 2021
PTR NO. 5012318 / 01.06.19-DAVAO CITY
IBP NO. 1060315 / 01.06.19 / DAVAO
CITY
TIN 945-629-772 * ROLL NO. 14344
MCLE NO. 123457

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