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CERTIFICATE OF FILING
OF
AMENDED ARTICLES OF INCORPORATION
KNOW ALL PERSONS BY THESE PRESENTS:
THIS IS TO CERTIFY that the amended articles of incorporation of the
copy annexed, adopted on November 12, 2018 by a majority vote of the Board
of Directors and by the vote of the stockholders owning or representing at
least two-thirds of the outstanding capital stock, and certified under oath by
the Secretary and a majority of the Board of Directors of the corporation was
approved by the Commission on this date pursuant to the provision of
Section 1.6 of the Corporation Code of the Philippines, Batas Pambansa Blg.
68, approved on May 1, 7980 and copies thereof are filed with the
Commission.
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ROSARIO
Monitoring Department
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AMENDED
ARTICLES OF INCORPOMTION
OF
(Name of Corporation)
The we, all of legal age, majority are citizens and residents of the Republic of
the Philippines, have this day voluntarily associated ourselves together for the purpose of
forming a stock corporation under the laws of the Philippines:
SILICON VALLEY COMPUTER GROUP PHILS. INC' doino business under the name
and stvle of SILICON VALLEY; TOMIKO MOBILE; MAC VALLEY; APPLE VALLEY;
TAKE A BYTE AND TAKE A BYTE BY SIUCOil VALLEY
SGICONDARY PUBP('SES
FIFTII: That the names, nationalities and residences of the incorporators of said
corporation are as follows:
Caloocan, City
CdoocelCity
(As Amended on September 30, 2013 and Further Amended on April 06,2017 and
November 12.2018)
Shareholders shall have no nre-emptive right or any oreferential right to subscribe to.
acquire or purchase any issuance or distribution or sale by the Corporation of its shares of stock.
EIGHT: That the amount of said capital stock which has been actually subscribed is One
Million Two Hundred Fifty Thousand Six Hundred (P 1.250.600.00), and the following persons
have subscribed for the number of shares and the amount ofcapital stock indicated opposite their
resDective names:
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DIRECTORS' CERTIFICATE
We, the undersigned majority of the directors and the Corporate Secretary of SILICON
VALLEY COMPUTER GROUP PHILS. INC. Doing Business Under the Name/s and Style/s of
SILICON VALLEY; TOMIKO MOBILE; MAC VALLEY; APPLf, VALLEY; TAKE A BYTE
AllD TAKE A BYTE BY SILICON VALLEY, do hereby certify that.the Articles of lncorporation of
said corporation was amended by a majority vote of the directors and the vote of stockholders
representing at least two-thirds (2/3) of the outstanding capital stock at a meeting held on November 12,
2018 at the principal office ofthe corporation.
The amended provision ofthe attached Amended Articles oflncorporation refers to:
SEVENTH: That the authorized capital stock of said Comoration is Two Hundred Twenty Million Pesos
(P220.000.000.00). Philippine Currencv. divided into Two Hundred Twentv Million Shares
(220.000.000) with a par value ofOne Peso (P1.00) per share.
(As Amended on September 30, 2013 and Further Amended on April 06,2017 and
November 12, 2018)
We further certi! that the attached Amended Articles oflncorporation is true and correct copy
thereof
NU\/ 2 6 20lu
IN WITNESS WHEREOF. we have hereunto signed this certificate this_day
of 2018, at the
h?'l
MEI NGA KO -
Director
TIN: 103-915-047-000
ANNETTE CO AI EEN CO
Director Dir clor
TIN: 125-155-227-000 : 240-074-900-000
cou
CHYISCNEU.TAN
Corporate Secretary
TIN: 209-868-552-000
lort 2 6 2010.
SUBSCRIBED AND SWORN to before me this day of 20......, afnants
exhibited to me their Valid Identification Cards containing their photographs and signatures as competent
evidence oftheir identities as indicated below their sisratures. -
Doc. No. l4
-E
Pase No.
Bo;kNo.-q
Series of20 T-f
REPUBLIC OF THE PHILIPPINES)
) S.S.
SECRETARY'S CERTIFICATE
I, Christine U, Tan, Filipino, of legal age, with office address at I I P. West Drive Marikina
Heights, Marikina City, being duly sworn, depose and state that:
Corporate Secretary
./
ll0l| 6 20t0
- SUBSCRIBED AND SWORN to before me this OI ZU AI
lA$gffi!-Philippines affiant exhibiting to me her vidence of Identity (TIN)
No. 209-868-552-000 issued by Bureau of Intemal Revenue.
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ts
UtitiSS on,:
SILICON VALLEY tbo names/s and
(E
(:(rrpotatc Name style/s SILICOI{ LLIY; TAKE A BYTE
AND TAKE BY SILICON V
774029
&cBistration No.
Q'rnr of Sxistence 50 YEARS lleetitrg. zl|O SATURDAY OF MAY
'rnrincipal 0mcc 35 SAN ANTONIO ST,. SFDM, QC Acual Mredng MAY 12, 2018
G]
dy{,. of Flscal Year DECEMBER 31
rl)ircctors/Trustees
2018
Stock a|rd
Ilri-r ossesrm"n! do.'r noa corraraulr os rulwr q any frrc t p|'r'/lt', lor d$dadfs ,a rcptw,.i,al rcqatl'tt|'G/|,j duc fram, or motl
hcrealLer be ossessed ogdtnst, the @rpor,idon nor does lt pt?clade ttG lastltttdon of tny rcl',on ?/gt4,rnsa the coryorat on lor
r,tutiodoIqnyofaheprcvistonsofiheCorporg/ttoncorrcofthePNlI'.!/ng'.,ahcSrf,,urltlcsRegulatlutf,,dc,onIlBlmPlcmentlng
rdcs and regutotion' ond oth?x Par,lnent iotvs, ond Bg.ttaalor|6 lmPt mand ry &e Commrsfin.
'|/'.5
tu lrrsa ahe coqmmtlon ls Eublccl of a a"mpfulnc or tav''|lgoalan h! afu Comm,ls,on or arv Porir, tha @'',puas,lon o, p€nal! mol,
|,t: ytrtN, eollier th.tn the live (5) lears ond Mposltlori of nne slm,' bc mo,te tf wofirnt d.
.)aLe: 2018-11-27 Time: 13:02:08 PM Ugername: Fulgencio A. Alayon
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VIRGII\IIA D. BESA
Certified Public Accountrnt
Unit 8F 8th Floor fuverview Mansion
T. Pinpin St. cor. Muelle del Banco National St.
Brgy,29l Zone 27, Binondo, Manila 1006
Gentlemen:
At yow request, I have performed certain agreed-upon procedures, as more specifically described
below with respect to the capital increase from Sixty Million Pesos (P 60,000,000.00) to Two
Hundred Twenty Million Pesos (P220,000,000.00) of SILICON VALLEY COMPUTER
GROUP PHILS INC. Doing Business Under the Name/s and Style/s of SILICON
VALLEY; TOMIKO MOBILE; MAC VALLEY; APPLE VALLEY; TAKE A BYTE
AI\D TAKE A BYTE BY SILICON VALLEY whereby subscription payments thereon is
via CASH in the amount of Forty Million Pesos (P40,000,000.00). I understand that this
informative report will be submitted to the Securities and Exchange Commission (SEC) in support
ofyour application for increase in authorized capital stock.
l. On the basis of the minutes of the joint stockholders and board of directors meeting
held on November 12,2018, the authorized capital stock of subject corporation was
increased from Sixty Million Pesos (P 60,000,000.00) to Two Hundred Twenty
Million Pesos (P220,000,000.00), as approved by the majority ofthe directon and by
the stockholders representing at least two-thirds (2/3) ofthe outstanding capital stock in
person or by proxy. Of said capital increase, shares Forty Million Pesos
(P40,000,000.00) was subscribed and of said subscription the amount of Forty Million
Pesos (P40,000,000.00) has been paid in Cash.
2. I obtained a schedule of the Deposit for Stock Subscription and test traced with the
Cash Receipts Book, verified against the receipts and otler related documents. As a
result thereof, I ascertained that the amount of Forty Million Pesos (P40,000,000.00)
was received in CASH from the subscribers enumerated below:
NAME AMOI]NT
Joel L. Pe 4,544,000.00
Jeannette Co 4,544,000.00
November 27, 20 1 8
1. That, as an extemal auditor engage.d by the said company, I conducted the verification
procedures required under Section 2 of the Guidelines on On-site Verification of
Financial Records Relative to Certain Application Filed with the Commission, and that,
I observed all the requirements of existing auditing standards and practioes applioable
to the engagement; and
2. T"hat since the foregoing engagement does not involve an audit or review of the
company's financial statements but only the conduct ofa set of agreed-upon procedures
and issuance ofa report of the factual findings thereon, I gave no assurance statement
in my November 27, 2018 report attached to this letter. I understand, however, that the
"no assurance" statement in my said report does not exempt me from responsibility
, over the condrlct ofthe said procedures and the factual findings stated therein.
lA.al
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VIRGINIA D. BESA
'p*J
CPA Cert. No. 0O34333
TIN I t7-005-028
BOA Accreditation No. 2010,
Valid until November 27, 2020
BIR Accreditation No. 06002763-001-201 8
Issued on March 5, 2018
Valid until Mmch 5, 2021
P.T.R. No.7003940
Issued On January 8, 2018, City of Manila
TOTAL P 40,000,000.00
The above payments were recorded in Cash Receipts Book (CRB), and tha! these were
subsequently deposited on November 20, 20 I I with BDO under Account No. 00 I 090 I 99 I 88 with
deposit slip copy attached as "Annex A"
3. I also verified the entries in the Cash Disbursements Book (CDB) and ascertained that the
aforesaid cash payments represents fresh and additional capital and was not originally
disbursed to the subscribers concemed in the form of loans and/or advances and
subsequently paid back to the corporation as their subscription payments to the capital
increase nor the same was subsequentlv disbursed or retumed to them in the form of loans
and/or advances.
A
I also conducted a cash count ofthe funds ofthe company as of date of examination and
worked back to the month immediately preceding that date of the meeting then the
stockholders approved the subject capital increase.
5. Further, I have checked the mathematical accuracy ofthe summary and bank reconciliation
statements, traced the receipts and disbursements and other transaction in the summary and
bank reconciliation stalements to the entities in the general ledger, and compare the
balances shown in the summary and bank reconciliation statements with the balances p€r
book and bank statements.
t,/
/";4./J
VIREINIA D. BESA
CPA Cert. No. 0034333
TIN 117-00s-028
BOA Accreditation No. 2010,
Valid until November 27, 2020
BIR Accreditation No. 06-002763-00 1 -201 8
Issued on March 5, 2018
Valid mtil March 5. 2021
P.T.R. No.7003940
Issued On January 8, 2018, City of Manila