+ARTICLES OF INCORPORATION

OF
SBG Corporation, 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 SBG Corporation, OPC;
SECOND: That the purpose or purposes for which such corporation is incorporated are:
PRIMARY PURPOSE
To engage in, conduct and carry on the business of buying, selling, distributing ,
marketing at wholesale and retail insofar as may be permitted by law, description and all
merchandise, supplies, materials and articles, such but not limited to petroleum, lubricants and
other chemical products, as shall be necessary or expedient in conducting the business; to enter
into all kinds of contract for the export, import, purchase, acquisition for its own account as
principal or in representative capacity as manufacturer’s representative, merchandise broker,
commission merchant, factors or agents, upon consignment of all kinds of goods, wares,
merchandise, or products, whether natural or artificial.

SECONDARY PURPOSES
1. To the extent permitted by law, to buy, trade, exchange and sell at retail, all kinds and
classes of goods, wares, merchandise, and other articles of trade including, but not
limited to, dry goods, foodstuff, products, electrical supplies, office equipment, rubber
and synthetic products, hydrocarbon products, chemical and chemical products.

2. To engage in online selling of goods, wares, merchandise, and other articles of trade
including, but not limited to, dry goods, foodstuff, products, electrical supplies, office
equipment, rubber and synthetic products, hydrocarbon products, chemical and
chemical products.

3. To raise, process, manufacture and package all kinds of food products; To establish,
operate, and maintain restaurants, refreshment parlors; to serve, arrange and cater
foods, drinks, refreshments and other foods or commodities; to offer such other services
to the public.

4. To sell and purchase, import and otherwise deal with motor vehicle components thereof
and replacement part and accessories such as but not limited to tires and batteries.

5. To sell and purchase, import and otherwise deal with used motor vehicle components
thereof and replacement part and accessories such as but not limited to tires and
batteries .
6. To engage in all aspects of motor vehicle detailing, servicing, repairing, body paint and
upholstery on all types of automobiles such as but not limited to motorcycles SUV’s and
AUV’s, vans, pick-up trucks and larger type trucks.

7. To purchase, acquire, own, lease, sell and convey real properties, such as lands, building,
factories and warehouses, machinery, equipment and other personal properties as may
be necessary or beneficial to the conduct of corporate activities and other related
activities advanced by the Corporation and to pay in cash, debentures and other
evidences of indebtedness or other securities, as may be deemed expedient, for any
business or property acquired by the corporation;

8. To borrow or raise money necessary to meet the financial requirements of its activities
by the issuance of bonds, promissory notes and other evidences of indebtedness,
including issuance of any type of derivatives and notes and other securities and to
secure repayment thereof by mortgage, pledge, 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 evidence of indebtedness in payment for properties acquired by the corporation
or for money borrowed in the prosecution of its lawful business;

9. To invest and deal with them money and properties of the corporation in such a manner
as may from time to time be considered wise or expedient for the advancement of its
interest and to sell, dispose of, or transfer 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;

10. To enter into any lawful arrangement for sharing of profits, union of interest, utilization
or far mount agreement, reciprocal concession, or cooperation with any corporation,
association, partnership, syndicate, entity, person or government, municipal or public
authority, domestic or foreign, including execution of management contracts with and
for its subsidiaries, affiliates and other corporation, in the carrying on of any transaction
deemed necessary, convenient, or incidental in the carrying out any of the purpose of
the corporation.

11. To acquire or obtain from any government or authority, national, provincial, municipal
or otherwise, or any corporation, company, partnership or person, such charter,
contracts, franchise, privileges, exemption, licenses and concession as may be conducive
to any of the objects of the corporation;

12. To aid in any lawful manner, by loan, subsidy, guaranty or otherwise, any corporation
whose stocks, bonds, notes, debentures or other securities or obligations are held or
controlled, directly or indirectly, by the Corporation and to do any and all lawful acts or
things necessary or desirable to protect, preserve, improve or enhance the value of such
stocks, bonds, securities or other obligations or evidences of indebtedness, and to
guarantee the performance of any contract or undertaking of any person, partnership,
association or corporation in which the Corporation is or becomes interested;

13. 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 hold, purchase or otherwise acquire, lease, mortgage, pledge, and
 convey or otherwise deal in with real and personal property anywhere within the
Philippines; and

14. Generally, to do every and other act and things necessary, suitable or proper for the
accomplishment of the business of the corporation as may now or hereafter be
authorized by law, and to perform any and all acts connected with the business above-
defined or arising therefrom or incidental thereto.

THIRD: That the principal office of the OPC is located in Lot4 A,B,C,D Robinsons Highland
Diversion Road Davao city Davao del Sur.
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 RESIDENCE

CECILE ESCODIVAL DIAZ FILIPINO 11 TAAL ST. ROLLING HILLS
SUBD., DAVAO CITY

SIXTH: That the names, nationalities, and residence addresses of the nominee and alternate
nominee are as follows:

Name Nationality RESIDENCE

NOMINEE: MARGARET CAMILLE FILIPINO 11 TAAL ST. ROLLING HILLS
E. DIAZ SUBD., DAVAO CITY

ALTERNATE: MICHAEL CHRISTIAN FILIPINO 11 TAAL ST. ROLLING HILLS

E. DIAZ SUBD., DAVAO CITY

SEVENTH: That the authorized capital stock of the OPC is Six Million Pesos (₽6,000,000.00),
divided into 60,000 shares with par value of One Hundred Pesos (₽ 100.00) per share.
EIGHTH: That the number of shares of the authorized capital stock above-stated has been
subscribed as follows:

Amount
No. Of Shares
Name of Subscriber Nationality Subscribed Amount Paid (₽)
Subscribed
(₽ )
CECILE E. DIAZ Filipino 60,000 6,000,000.00 6,000,000.00

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 eight 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 1 st day of January and shall end on
the 31st day of December of each year.

IN WITNESS WHEREOF, I have hereunto signed these Articles of Incorporation, this ______ day
of ____________________, 2021 in the City/Municipality of Davao, Provence of Davao del Sur,
Republic of the Philippines.

CECILE E. DIAZ
(Name and signature of the Incorporator)
TIN :160-390-918-000

CECILE E. DIAZ
(Name and signature of the Treasurer)
TIN :160-390-918-000

ACKWNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

PROVINCE OF DAVAO del SUR) S.S.
CITY/MUNICIPALITY OF DAVAO)
BEFORE ME, a Notary Public in and for Davao City Philippines, this _________ day of __________,
2021 personally appeared the following persons:

Name TIN/PASSPORT NO. DATE AND PLACE ISSUED

CECILE E. DIAZ 160-390-918-000

All known to me and to me known to be the same persons who executed the foregoing Articles
of Incorporation constituting of five(5) pages, including this page where the acknowledge is
written and they acknowledged to me that the same is their free and voluntary act and deed.

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

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2021.
Date:

To: CECILE E. DIAZ

Saved by Grace, OPC
LOT 516, BLK 18, BACACA ROAD, VENTOSA SUBD.,
BRGY 19-B DAVAO CITY DAVAO del SUR.
Dear Ms. Cecile E. Diaz

I am writing to confirm my acceptance of the offer to be you designated nominee (or alternate
nominee), in compliance with the requirement of the Revised Corporation Code of the Philippines
for the purpose of registration of your One Person Corporation with the Securities and Exchange
Commission.

I have understood the extent and limitations of my authority as nominee (or alternate nominee) in
the event that I am called to manage the affairs of the One Person Corporation, as we discussed.

Thank you,

Very truly yours,

__________________________
MARGARET CAMILLE E. DIAZ
TIN: 456-560-330-000

Date:

To: CECILE E. DIAZ

Saved by Grace, OPC
LOT 516, BLK 18, BACACA ROAD, VENTOSA SUBD.,
BRGY 19-B DAVAO CITY DAVAO del SUR.

Dear Ms. Cecile E. Diaz

I am writing to confirm my acceptance of the offer to be you designated nominee (or alternate
nominee), in compliance with the requirement of the Revised Corporation Code of the Philippines
for the purpose of registration of your One Person Corporation with the Securities and Exchange
Commission.

I have understood the extent and limitations of my authority as nominee (or alternate nominee) in
the event that I am called to manage the affairs of the One Person Corporation, as we discussed.

Thank you,

Very truly yours,

__________________________
MICHAEL CHRISTIAN E. DIAZ
TIN: 750-857-980-000