ORGANIZATION, MANAGEMENT AND POLICY ENVIRONMENT

ARTICLES OF PARTNERSHIP

OF

J&M PARTNERSHIP

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned partners, all of legal age, residents and citizens of the

Philippines have on this day voluntarily associated ourselves together for the purpose of

forming a general partnership under the following terms and conditions and subject to

existing and applicable laws of the Republic of the Philippines:

AND WE HEREBY CERTIFY:

ARTICLE I. Partnership Name: That the name of this partnership shall be J&M

PARTNERSHIP and shall transact business under the said company name.

ARTICLE II. Principal Place of Business: The principal place of business of

this partnership shall be located at: Magsaysay Drive, Olongapo City, Philippines.
 ARTICLE III. Partner’s Name/Citizenship/Residency/Designation: That the

names, citizenship, complete residence address and designations of the partners are as

follows:

Name Citizenship Residency Designation

John Michael Filipino San Marcelino, Zambales General Partner

Espice
Maria Espice Filipino San Marcelino, Zambales General Partner

ARTICLE IV. Term of Existence: That this partnership shall have a term of 20

years from and after the original recording of its Articles of Partnership by the Securities

and Exchange Commission (SEC).

ARTICLE V. Business Purpose: That the purpose/s for which this partnership is

formed are as follows:

1. To conduct business related to accounting and auditing activities.

2. To provide exceptional financial and professional services with integrity and

professionalism to clients.

3. To improve the skills of all hired and to be hired employees.

ARTICLE VI. Capital Contributions: That the capital of this Partnership shall

be the amount of five hundred thousand (P 500,000), Philippine Currency, contributed in

cash by the partners, as follows:

Name Amount Contributed

John Michael Espice P200,000

Maria Espice P300,000

ARTICLE VII. Division of Profit/Losses: That the profit and losses of this

partnership shall be divided and distributed proportionately on the ratio of the capital

contribution of each partner.

ARTICLE VIII. Right to Continue in case of: Death, Insanity, Retirement:

That the remaining general partner or partners shall have the right to continue the

business in cases of death, retirement, civil interdiction, insanity or insolvency of a

general partner(s).

ARTICLE IX. Management: That this partnership shall be under John Michael

Espice, as a General Manager, who shall be in charge of the management of the affairs of

the company. He shall have the power to use the partnership name and in otherwise

performing such acts as are necessary and expedient in the management of the firm and

to carry out its lawful purposes.

ARTICLE X. Undertaking to Change Name: That the partners undertake to

change the name of this partnership, as herein provided or as amended thereafter,

immediately upon receipt of notice or directive from the Securities and Exchange

Commission that another corporation, partnership or person has acquired a prior right to

the use of that name or that the name has been declared as misleading, deceptive,

confusingly similar to registered name, or contrary to public morals, good customs or

public policy.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this 1 st day of

January, 2022, at Magsaysay Drive, Olongapo City, Philippines.

JOHN MICHAEL ESPICE MARIA ESPICE

(Name of Partner) (Name of Partner)

406-169-498 407-971-542
TIN TIN
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES

City of Olongapo

BEFORE ME, a Notary Public, for and in Olongapo City, Philippines this 1 st day

of January, 2022, personally appeared the following persons:

Name TIN No. Date & Place Issued

John Michael Espice 406-169-498 1 Jan. 2022, Olongapo City

Maria Espice 407-971-542 1 Jan. 2022, Olongapo City

Known to me and to me known to are the same persons who executed the foregoing

Articles of Partnership constituting of three (3) pages, including this page where the

acknowledgement is written, and they acknowledged to me that the same is their free and

voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place above written.

Atty. Laurence Espice, CPA, MBA

NOTARY PUBLIC

Valid Until December 31, 2025

PIR. No. 01269243
IBP No. 968134982
Roll of Attorney No. 968718
TIN: 912423016
Olongapo City
NOTARY PUBLIC

Doc. No. 123

Page No. 4
Book No. 5
Series of 2022
ORGANIZATIONAL STRUCTURE
Duties, Responsibilities, Qualifications and Job Description

- The duties and responsibilities of the partners are as follows:

A. Duties

1. To carry on the business of the firm to the greatest common advantage. Good

faith requires that a partner shall not obtain a private advantage at the expense of

the firm. Where a partner carries on a rival business in competition with the

partnership, the other partners are entitled to restrain him.

2. To be just and faithful. Partnership as a rule is presumed to be based on mutual

trust and confidence of each partner, not only in the skill and knowledge, but also

in the integrity, of each other partner

3. To render true accounts and full information of all things done by them to their

co-partners.

4. To indemnify for loss caused by fraud. Every partner shall indemnify the firm

for loss caused to it by his fraud in the conduct of the business of the firm.

5. Not to carry on business competing with the firm. If a partner carries on any

business of the same nature as and competing with that of the firm, he shall

account for and pay to the firm all profits made by him in that business.

6. To indemnify the firm for willful neglect of a partner. A partner shall

indemnify the firm for any loss caused to it by his willful neglect in the conduct of

the business of the firm.

7. To carry out the duties created by the contract. The partners are bound to

perform all the duties created by the agreement between the partners.
B. Responsibilities

1. Maintaining positive client relationships and driving new acquisitions.

2. Developing and implementing organizational goals, procedures, and policies.

3. Managing, monitoring, and reviewing business operations.

4. Identifying improvement gaps and implementing corrective measures.

5. Reviewing and overseeing all financial activities, performance, and

documentation.

6. Overseeing hiring activities and approving contracts.

C. Qualifications

1. Have graduated a 4th year course in Bachelor of Science in Accountancy or any

related course.

2. Have passed the Certified Public Accountant Licensure Examination for

Accountancy graduates.

3. Have an experience with 1-2 years in the corporate world.

D. Job Description

- An Accountant helps businesses make critical financial decisions by collecting,

tracking, and correcting the company's finances. Accountant responsibilities

include auditing financial documents and procedures, reconciling bank statements

and calculating tax payments and returns. To be successful in this role, you should

have previous experience with bookkeeping and a flair for spotting numerical

mistakes.
General Manager. This role should possess excellent communication skills,

superior knowledge of business functions, exceptional budgeting, and finance

skills, and strong leadership qualities. The noteworthy general manager should

account for all business activities, support staff development, enhance efficiency,

drive sales and improve revenue, maintain relationships with clients, enhance the

organization's image, and meet overall growth objectives.

Assistant Manager. The ideal candidate will be well-versed in all areas of

business, with specialized skill in interviewing, scheduling, delegating, and

motivating. He or she will be an inspiring team member ready to ensure

productivity and quality performance to achieve our long-term company vision.

Operation Manager. The Operations Manager role is mainly to implement the

right processes and practices across the organization. The specific duties of an

Operations Manager include formulating strategy, improving performance,

procuring material and resources and securing compliance. You should be ready

to mentor your team members, find ways to increase quality of customer service

and implement best practices across all levels.

Technical Manager. He generally oversees the development, implementation and

maintenance of technological company systems and processes, including

troubleshooting any potential issues. They are responsible for making key

decisions that relate to continuous improvement within all areas of technical

operations, and managing the teams that are developing materials. A technical

manager wears a lot of hats as their role is regulatory, operational and

commercial.
 Marketing Manager. They are responsible for developing, implementing and

executing strategic marketing plans for an entire organization (or lines of business

and brands within an organization) in order to attract potential customers and

retain existing ones. They must be great business leaders as well as great

marketing leaders. That’s because they are responsible for working with

executives to determine budgets and targets, and they are often charged with

developing pricing strategies for products and services.

Policy Environment

A. Recruitment and Selection

- We follow a thorough 7-steps process to help the company source the right

candidate for the company.

1. Discussion of Search Requirements

2. Company Culture Assessment

3. Talent Sourcing and Targeted Selection

4. Structured Interview with our Recruiters

6. Job Offer and Salary Negotiation

7. Reference Checks

These steps allow the company to carefully select and filter candidates that best

fit the job requirements and the company’s culture, helping it achieve a seamless

recruitment process.
B. Hiring Process

Policy brief

Our candidate hiring and recruitment policy describes the process for properly

assessing and selecting external candidates. It is the organization's policy to find

candidates who meet the qualifications of the open position. Our company has

dedicated itself to equal opportunity policy hiring processes. All involved hiring

parties must provide a well-executed and discrimination-free hiring initiative and

procedure.

Scope

This hiring and recruitment policy applies to all employees involved in the

company's hiring process, including all departments of the organization. It refers

to anyone who is a prospective job candidate.

Personnel requisitions

Personnel requisitions must describe the position title, hours and shifts, exemption

statutes, purpose for opening the position, qualifications and essential job

functions. Complete personal requisitions prior to filling the organization's

positions. The Assistant Manager is responsible for initiating personnel

requisitions and the General Manager is responsible for approving.

Intake meetings

It is the responsibility of Assistant Manager to arrange an intake meeting with the

hiring manager prior to posting an official position opening to discuss the details
of the position, necessary requirements and the ideal candidate profile. It is during

this meeting that the recruiting initiative is to be set and key partners must be

present to establish expectations of employment drafting strategies.

Open position postings

It is the responsibility of Assistant Manager to prepare job postings that succinctly

detail the position and properly illustrate the organization's brand and culture.

He/She is to post all position openings to the organization's intranet server and to

external web sources that are appropriate for filling the role. Position postings are

to remain open until they're filled. He/She is responsible for keeping track of all

applicants and preserving applications and resumes as necessary.

Internal company candidates

Current employees can qualify for an open internal position if they meet

satisfactory employment status. Employees with less than a year of service with

the organization may need to gain consent from the General Manager. All

applicants seeking an open vacancy are to be taken into consideration solely on

their qualifying capabilities and ability to fulfill the role successfully. HR is

responsible for notifying internal candidates not chosen for a position.

Interview procedures and processes

It is the responsibility of Assistant Manager to screen applicants and resumes

before scheduling an interview with a candidate. He/She must conduct an initial

interview that tests an applicant based on behavioral questions and a structured

process. After each interview, collect candidate evaluation forms and keep them

with the applications. He/She is responsible for notifying external applicants not

chosen for the position.

Guidelines for reference verifications

It is the responsibility of Assistant Manager to conduct a professional reference

check and verify a candidate's employment status based on the evaluation form

results the interview completed. Each candidate needs to provide a minimum of

two professional references to qualify. The hiring manager can also determine the

necessity of professional references for the open position.

Guidelines for job offerings

After selecting the candidate to hire, provide an offer after the successful

completion of background checks. A background may involve credit history,

criminal history, driving record and drug tests. The background check may also

include additional information that is relevant to the position. Internal candidates

are to complete any additional background checks as necessary. After the

Assistant Manager receives the background checks and verifies them for

satisfactory results, they can provide the candidates with a job offer. If a candidate

does not accept and sign the job offer within seven workdays, then the company

can redact the offer.

 C. Registration Policy

- J&M PARTNERSHIP was registered through the following steps:

1. Registered the business in the Securities and Exchange Commission (SEC).

2. Obtained a Barangay Clearance

3. Registered the business together with its employees in SSS, Philhealth, and

Pag-ibig.

4. Obtained a Business Permit from Mayor's Office

5. Registered in the Bureau of Internal Revenue (BIR).

D. Compensation

- The compensation is based on the position that they were placed in:

Position Basic Salary Additional Salary for OT Add Salary for Holidays

General Manager P25,000 +25% from regular wage Double Pay, 30% for OT

Assistant Manager P16,000 +25% from regular wage Double Pay, 30% for OT

Operation Manager P16,000 +25% from regular wage Double Pay, 30% for OT

Marketing Manager P16,000 +25% from regular wage Double Pay, 30% for OT

Technical Manager P16,000 +25% from regular wage Double Pay, 30% for OT

E. Employee Benefits

- Benefits that will be given to the employees are: SSS Benefits, Philhealth

Benefits, and Pag-Ibig Benefits.

F. Business Rules & Regulations

- The following Rules and Regulations shall apply to all employees of the

Company while in the Company's premise at all times including break times and

overtime.

1. Each employee must act in accordance with the company's policies, orders,

rules, regulations, guidance etc. applicable from time to time.

2. The Company expects each employee to maintain proper decorum. Employees

are expected to conduct themselves on the job in the manner that contributes to

operating effectiveness, productivity, safety and a harmonious work environment.

3. The duty must be performed in good faith and a brief reporting of the work

done in the entire day must be given to the head office.

4. Proper registers must be maintained for easy tracking and record keeping.

5. No employee shall be under the influence of or using alcoholic beverages

during work hours. Any employee who disobey this rule will not permitted to

work.

6. Employees are required to be at their appointed work place and ready to begin

work at the appointed starting time. Irregular attendance or tardiness will not be

tolerated and may result in termination.

7. Employees who will be late or absent from work must inform their Manager at

least two (2) hours prior to working schedule.

8. Under no circumstances should employees leave the assigned work are early

without express permission from a Manager.

9. Dress code is to be followed strictly. Employees must wear their uniforms at

locations where uniforms are required.

10. Working hours per day. The normal hours of work of any employee shall not

exceed eight (8) hours a day but subject to extension of 1-2 hours if necessary.

11. Working schedule. Hours worked shall include (a) all time during which an

employee is required to be on duty or to be at a prescribed workplace; and (b) all

time during which an employee is suffered or permitted to work.

12. OT Work. Work may be performed beyond eight (8) hours a day provided that

the employee is paid for the overtime work, an additional compensation

equivalent to his regular wage plus at least twenty-five percent (25%) thereof.

Work performed beyond eight hours on a holiday or rest day shall be paid an

additional compensation equivalent to the rate of the first eight hours on a holiday

or rest day plus at least thirty percent (30%) thereof.

13. Work on Holidays. The employer may require an employee to work on any

holiday but such employee shall be paid a compensation equivalent to twice his

regular rate.
Working Schedule
Business Definition of Use Class

Facility Layout
Marketing Aspect

Production Schedule. The production schedule for J&M PARTNERSHIP is

every Monday to Saturday, 8am to 5pm with one-hour break during 12nn to 1pm.

During that days, employees must render all of their time to be productive. All of

their daily duties stated above must be properly followed.

Target Market. The target market of J&M PARTNERSHIP are those businesses

in Magsaysay Drive, Olongapo City who needs to record their day-to-day

activities (bookkeeping), need to file their tax form to BIR, and need to present an

Audited Financial Statements to various users, whose monthly net income of

P100,000.

Market Distribution. The company distribute its services to its clients through

the use of Electronic Mail (Email). After performing the services which was on

the file (document form), the Marketing Manager forward it to the client via

Email. The client must reply to the email to confirmed that the file has been

received.

Overall Market Share. The overall market share of J&M PARTNERSHIP was

11.48%. The estimated annual total gross revenue for the same line industry was
 P11,500,000. It was the first year of operation P1,320,000 (Total Gross Revenue)

divided by the P11,500,000.

Price (5 years forecasted price and sales)

The price of services offered by the Company will depends on the Gross Revenue

of Client. The policy stated that, price was 3% of Gross Revenue. The target client of the

Company has a monthly gross revenue of P100,000. If the price was 3%, therefore it was

P3,000 per service, P6,000 if the client opted the 2 services, and P9,000 if 3 services. The

Company estimates in 2024 they have 15-20 clients, P6,000 multiply by 20 clients

multiply by 12months, therefore for 2024, the Company has a gross revenue of

P1,440,000. For 2025 estimation, the Company have 25 clients, for 2026 and 2027

estimation it has 30 clients, and for 2028 estimation it has 50 clients.

Forecasted Price and Sales

4,000
3,500
3,000
Amount (in thousands)

2,500
2,000 Sales
Price
1,500
1,000
500
0
2024 2025 2026 2027 2028
Years
Place

The channel that our Company choose to economically reach our target is through

direct advertising, we give fliers to the potential clients of our Company, who are

in our target market area. To expand our marketing strategy, we will encourage

our existing clients to introduce us to their customers or even to their suppliers.

For that, we will offer a discount to those businesses who are completely managed

to help us to increase our network.

Product

J&M Partnership offers the following services:

1. Bookkeeping

2. Filling of Tax

3. Auditing