Brgy Santor, Tanauan City, Batangas SS, & GAB RILINE INCORPORGTED en Ofc 250 Cade So. nramaoe Mande Laguna Ofc: Meri Compl I, St Ro Lana TaNe (005279640 FanNo™ (ODS2T9N2 — TeNa (2) 736K, (2) eT aSH CERTIFICATE To 'SMCC Philippines, Inc. Address : 6F Peninsula Court Bldg, 8735 Paseo De Roxas Cor. Makati Ave, Makati City Philippines Date: June 21,2021 Dear Sirs, WHEREAS, we, FABRILINE INCORPORATED, a company duly organized and existing under the Jaws of Philippines, having its principal place of business at BRGY. SANTOR, TANAUAN CITY, BATANGAS (hereinafter collectively referred to as the "Parties together with SMCC and individually referred to as the "Party") have transactional relationships or desire to enter into transactional relationships with SMCC (hereinafter referred to as the “Transactions”). WHEREAS, SMCC has Corporate Principles, in which it represents that SMCC practices fair corporate ‘activities and is a good corporate citizen which society can trust; and the Charter of Corporate Conduct, in which SMCC represents that it improves awareness to comply with laws, social norms, international rules and corporat ethics in order to perform fair, transparent and free competition. WHEREAS, we understand and agree to such SMCC’s Corporate Principles and Charter of Corporate Conduct. WHEREAS, we also desire to, through the Transactions, practice fair corporate activities and become a ‘g00d corporate citizen which society can trust; improve awareness to comply with laws, social norms, international rules and corporate ethies in order to perform fair, transparent and free competition.( @. | GABRILINE INCORBPORETED | ‘gy. Santor, Tanaan City, Batangas | nan me: 230 obo See. nranaros Man Lagan fic: Meda in Compe I, St Rosa. Lapa P TaN aH sar s6ht enon (anszroa2 TaN (in) 7309882 (2) WISH NOW, THEREFORE, we hereby pledge and certify as follows: ARTICLE 1 - EXCLUSION OF ANTISOCIAL FORCES 1.1 We hereby represent and covenant to SMCC that we, or any employee, agent, sub-contractor, or representative of each of them or any person who directly or indirectly controls each of them, do not at present, and shall not hereafter, fall under any of the following: (Organized Crime Group in the Philippines. Gi) Organized crime group, Boryokudan, as defined in Article 2, Clause 2 of the Act on Prevention of Unjust Acts by Organized Crime Group Members (Act No.77 of 1991) of ‘Japan (hereinafter referred to as the "Boryokudan"); Gi) A member of any Boryokudan; (iv) A quasi-member of any Boryokudan; (¥) — Anaffiliated company of any Boryokudan; (vi) A corporate racketeer (“Sokaiya”), defined as a person or a member of an entity ‘engaging in criminal activities under the pretext of conducting social campaigns or political activities, or a criminal group specialize ellectual crimes, ete.; (vil) Any person or entity against which Japanese goverment implements economic sanctions pursuant to Article 16 of Clause 1, Article 21 of Clause 1, Article 24 of ‘Clause 1 or Article 25 of Clause 6 of the Foreign Exchange and Foreign Trade Act (Act 1No.228 of 1949) of Japan; (vii) Any person or entity specified on any list issued by the Office of Foreign Assets Control of the United States Treasury Department, in order to execute Executive Order 13224 or Executive Order 13581 issued by the President of the United States of ‘America, or any of the respective Annexes of each Executive Order, (jx) An organized crime group or a terrorist group (including, but not limited to, a person or entity specified on any list designating a person or entity as target of asset-freeze or embargo published by national governments or intemational organizations) or any ‘member thereof, (%) Any other person or entity equivalent to or similar to any of the above; and(| GABRILINE INCORPORATED Brgy. Santor, Tanauan City, Batangas | | non Ofc: 250 Cutie Sect names Mania Lagin Ofc: Mea in Compe I, St. Rou, Lag Be TaN agisrontt Feene casarse Ta Ne {ny Bose, 2) ease (xi) Any other person or entity who has a close relationship with any of (i) to (ix) above. 1.2 We hereby covenant to SMCC that we, and any employee, agent, sub-contractor, or representative of each of them or any person who directly or indirectly controls each of them, shall not perform against SMC any of the following acts by ourselves or by using a third party (i Any act of making demands in a violent, ilegal, threatening, fraudulent or unreasonable ‘manner; ‘Any act of making unreasonable demands beyond the legal responsibility of SMCC; (Gif) Any act of using threatening language’ behavior or using violence in relation to Transactions; (iv) Any act of discrediting SMCC or disrupting SMCC's business by spreading rumors, using fraudulent means oF force; and (¥) Any other act equivalent to or similar to any of the above. 1.3 If we breach any of the representations or covenants under Article 1,1 and 1.2 above, SMCC may, without prejudice to any other remedies SMCC may have under any agreement between the Parties, by law or otherwise, immediately suspend or terminate any transactions between the Parties, any affiliated agreements or any other signed agreements between the Parties in whole, or in part, without any notice, demand or other procedures. In such case, SMCC shall not be liable for providing any indemnification or compensation in relation to any damages of us suffered as @ result of any such suspension or termination. ARTICLE 2- ANTI CORRUPTION 2.1 We hereby represent and covenant to SMCC that we, or any employee, agent, sub-contractor, or representative of each of them or any person who directly or indirectly controls each of them: (@ Do at present, and shall hereafter strictly comply with the Anti-Graft and Corrupt Practices ‘Act (Republic Act 3019) of the Philippines, Penal Code of Japan (Act No. 45 of 1907), Unfair ‘Competition Prevention Act (Act No. 47 of 1993) of Japan, Foreign Corrupt Practice Act of 1977 of the United States, the Bribery Act 2010 of United Kingdom, and any other applicable laws whatsoever which relate to corruption or bribery (hereinafter referred to as the “Anti Corruption Laws”); andGRD RILINIE INGORPORATTED Brgy. Sater, Tanauan City, Batangas nies Of 20 Cah Sr. nramaos, Maia Lape Ofc. Mean Compe I, St. Roe, Laguna Me aka Coshsaraett Fmt unszroee TaN (0d) Peas (0) ara) i) Within ten (10) years from the date of this Certificate, except as may otherwise be disclosed to SMCC, have not violated the aforementioned Anti-Corruption Laws and have not been prosecuted, convicted or investigated under said Laws; 2.2 We hereby represent and covenant to SMC that we, or any employee, agent, sub-contractor, ot representative of each of them or any person who directly or indirectly controls each of them, shall not offer, give or agree to give any person, including without limitation any public official, or accept or agree to accept from any person any bribe, gift, payment, financial or non-financial advantage or benefit, which; ‘Constitutes corrupt and illegal practice under the laws of any country applicable tothe Parties; (Gi) Is intended to or does, influence or reward any person for acting in breach of an expectation, ‘of good faith, impartiality or trust, or which it would otherwise be improper for the receipt to accept; (Gis intended to influence any third party, including, without limitation, any publi official and to obtain ot retain any advantage in the conduct of business; and (iv) Which a reasonable person would otherwise consider as unethical, illegal or improper (hereinafter referred to as the “Anti-Corruption Obligation” 2.3 We hereby represent and covenant to SMCC that we, or any employee, agent; sub-contractor, or representative of each of them or any person who directly or indirectly controls each of them, shall not seek, directly or indirectly, improperly or corruptly to influence or attempt to influence any third party, including, without limitation, any public official or any third parties to act to the advantage of the Party or otherwise to perform its duties improperly. 24 We shall disclose immediately, in writing to SMC, details of any breach of the Anti-Corruption Obligation, should we, or any employee, agent, sub-contractor, or representative of each of them ‘or any person who directly or indirectly controls each of them, breach said Obligation. 2.5 We shall be required to undertake, at our own cost and expense, any such anti-corruption training, as SMCC may reasonably require.GAS RIDINIE INCORPORATE Bray. Santor, Tanauan City, Batangas ) nie Ofer 20 Cai Set neumaos Mele Lagun Oe: Mean In Compe, St. Ros, Lagan ‘TaNo.{Oa)S27oNAT Fachon GDS27SU2 Teta (00) 7365052 (0) 801241 26 If we breach any ofthe representations or covenants hereunder or the Anti-Corruption Obligation, SMCC may, without prejudice to any other remedies SMCC may have under any agreement between the Parties, by law or otherwise, after giving 14 days notice to us suspend or terminate any transactions between the Parties, any affiliated agreements or any other signed agreements between the Parties in whole, or in part, without any other procedures. In such case, SMCC shall not be liable for providing any indemnification or compensation in relation to any damages of us suffered as a result of any such suspension or termination. ARTICLE 3~ GOVERNING LAW 3.1 This Certificate shall be governed by and construed in accordance with Philippine laws. ARTICLE 4— NOTICES 4.1 All notices and other communications pursuant to this Certificate shall be in writing and shall be deemed given if (a) delivered personally, (b) sent by nationally recognized, overnight courier, (¢) ‘mailed by c sd mail, or (A) sent by facsimile (followed by a copy sent by courier or certified to the Parties atthe following addresses: Tous FABRILINE INCORPORATED, BRGY. SANTOR, TANAUAN CITY, BATANGAS ARTICLE S~ MISCELLANEOUS. 5.1 This Certificate hereby is not intended to create nor should it be construed as creating a corporation, partnership (whether general or limited), or any legal entity or continuing, relationship or commitment between the Parties other than as expressly contained in this Certificate.HINCOREGERATED) ray. Santor, Tanaua City, Batangas nen fe 20 Cae tt nsarog Maula Lagan Ofc: Mein tn Compe, St. Roo, Lagan ‘TaNo. (OH) S27SMAT TaN WDS2TSNND — TeNe (02) 96900, (02) 8712541 ‘5.2 If any provision of this Certificate is or becomes invalid that shall not affect the validity of any other provision of the Certificate. The invalid provision shall be replaced by a lawful provision having a valid proximate effect. IN WITNESS WHEREOF, we, the undersigned, have executed this Certificate as of the date above ‘mentioned. For and on behalf of FABRILINE INCORPORATED. Name: Engr. Elmer Sta, Maria Title: VP Operations Signature: