Articles of Incorporation

of
Kabayan Enterprises Corporation

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines;

AND WE HEREBY CERTIFY:

First: That the name of said corporation shall be

t
Kabayan Enterprises Corporation

f
Second: That the purpose or purposes for which such corporation is
ra
incorporated are:

Primary:

To engage in the retail trading, sale, commerce and trade of all commodities,
items and products, operate and maintain the business of importing, exporting,
D

distribution, leasing (except financial lease), dealership and sub-dealership,

consigning, servicing, repair, or otherwise dealing in, at wholesale or retail, all kinds
of commodities as permitted under the laws of the Philippines; to offer such other
services to the public , including the establishment of exchange business as broker
on commission basis; to operate in cargo transport services and logistic operations
as required in the pursuit of its business, and; to do and perform such other acts and
things necessary or incident to the accomplishment of the foregoing corporate
business and objects insofar as may be allowed by applicable laws and rules and
regulations.

Secondary:

1. To purchase, acquire, own, lease (except financial leasing), sell and convey
real properties such as lands, building, factories and warehouse and machineries,
equipment and other personal properties as may be necessary or incidental to the
conduct of the corporate business, and to pay in cash, shares or its capital stock,
debentures and other evidences of indebtedness, or other securities, as may be

Page 1 of 7
deemed expedient, for any business or property acquired by the corporation.
2. To borrow or raise money from not more than nineteen (19) lenders,
including its stockholders, necessary to meet the financial requirements of its
business by the issuance of bonds, promissory notes and other evidences of
indebtedness, and to secure the 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 evidences of indebtedness in payment for
properties acquired by the corporation or for money borrowed in the prosecution of
its lawful business;
3. To invest and deal with the money and properties of the corporation in such
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 any part thereof for such consideration and under
such terms as it shall see fit to accept;
4. To aid in any manner any corporation, association, or trust estate, domestic
or foreign, or any firm or individual, any shares of stock in which or any bonds,
debentures, notes, securities, evidences of indebtedness, contracts, or obligations of
which are held by or for this corporation, directly or indirectly or through

t
corporations or otherwise.
5. To enter into any lawful arrangement for sharing profits, union of interest,

f
unitization or farm out agreement, reciprocal concession, or cooperation, with any
corporation, association, partnership , syndicate, entity. person or governmental,
ra
municipal or public authority, domestic or foreign, in carrying on of any business or
transaction deemed necessary, convenient or incidental to carrying out any of the
purpose of this corporation;
6. To acquire or obtain from any government or authority, national, provincial,
municipal or otherwise, or any corporation, company or partnership or person, such
charter, contracts, franchise, privileges, exemption, licenses and concessions as may
D

be conductive to any of the objects of the corporation;

7. To Establish and operate one or more branch offices, dealership and sub-
dealership, warehouses, shops. or agencies and to carry on any of all 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 and with real and personal property anywhere within the
Philippines;
8. To distribute the surplus profits of the corporation to the stockholders
thereof in kind, namely, properties of the Corporation, particularly any shares of
stock, debentures or securities of other companies belonging to this Corporation;
and
9. To conduct and transact any and lawful activity, and to do or cause to be
done any one or more of the acts and things herein set forth as its purposes, within
or without the Philippines, and in any and all foreign countries, and to do everything
necessary, desirable or incidental to the accomplishment of the purposes or the
exercise of any one or more of the powers herein enumerated, or which shall at any
time appear conductive to or expedient for the protection or benefit of this
corporation.

Page 2 of 7
 Provided that the corporation shall not solicit, accept or take
investments/placements from the public neither shall it issue investment
contracts.

Third: That the principal office of the corporation is located in BLK 44 LOT
5&6 AETERNITAS BUILDING COMMONWEALTH AVE BATASAN HILLS ,
QUEZON CITY, SECOND DISTRICT, NATIONAL CAPITAL REGION (NCR),
1126;

Fourth: That the corporation shall have perpetual existence;

Fifth: That the names, nationalities and residences of the incorporators are as
follows:

Name Nationality Residence

JULIUS SUMAIT Philippine, Filipino BLK17 L23 AVIDA SETTINGS

CORPUZ Santa Arcadia , CABANATUAN
CITY, NUEVA ECIJA, REGION III

t
(CENTRAL LUZON), 3100

MYRA MAE BORROMEO Philippine, Filipino 208 J.RUIZ ST Salapan , CITY OF

REFUERZO f SAN JUAN, SECOND DISTRICT,
NATIONAL CAPITAL REGION
ra
(NCR), 1500

ARLENE CALIWARA Philippine, Filipino JORDAN PARK HOMES

MUNDIN Commonwealth , QUEZON CITY,
SECOND DISTRICT, NATIONAL
CAPITAL REGION (NCR), 1121
D

ANGELICA FRANCISCO Philippine, Filipino 179 P.PEREY Isabelita , CITY OF

SALEN SAN JUAN, SECOND DISTRICT,
NATIONAL CAPITAL REGION
(NCR), 1500

PERLYN BERNAL Philippine, Filipino 49 P202 SWIRE ELAN HOTEL

OCAMPO SUITES ANNAPOLIS ST.
Greenhills , CITY OF SAN JUAN,
SECOND DISTRICT, NATIONAL
CAPITAL REGION (NCR), 1500

Sixth: That the number of directors of the corporation shall be five (5); and the
names, nationalities and residences of the first directors of the corporation are as
follows:

Name Nationality Residence

JULIUS SUMAIT Philippine, Filipino BLK17 L23 AVIDA SETTINGS

CORPUZ Santa Arcadia , CABANATUAN
CITY, NUEVA ECIJA, REGION III
(CENTRAL LUZON), 3100

Page 3 of 7
MYRA MAE BORROMEO Philippine, Filipino 208 J.RUIZ ST Salapan , CITY OF
REFUERZO SAN JUAN, SECOND DISTRICT,
NATIONAL CAPITAL REGION
(NCR), 1500

ARLENE CALIWARA Philippine, Filipino JORDAN PARK HOMES

MUNDIN Commonwealth , QUEZON CITY,
SECOND DISTRICT, NATIONAL
CAPITAL REGION (NCR), 1121

ANGELICA FRANCISCO Philippine, Filipino 179 P.PEREY Isabelita , CITY OF

SALEN SAN JUAN, SECOND DISTRICT,
NATIONAL CAPITAL REGION
(NCR), 1500

PERLYN BERNAL Philippine, Filipino 49 P202 SWIRE ELAN HOTEL

OCAMPO SUITES ANNAPOLIS ST.
Greenhills , CITY OF SAN JUAN,
SECOND DISTRICT, NATIONAL
CAPITAL REGION (NCR), 1500

f
Pesos (P5,000,000.00), divided into:

t
Seventh: That the authorized capital stock of the corporation is Five Million
ra
a. Fifty Thousand (50,000) common voting shares with par value of One
Hundred Pesos (P100.00) per share.

Eighth: That the authorized capital stock above has been subscribed and paid
as follows:
D

No. of
Amount
Name Nationality Share Type Shares
Subscribed
Subscribed
JULIUS SUMAIT CORPUZ Philippine, Common - 1 P100.00
Filipino Voting - with
Par
MYRA MAE BORROMEO Philippine, Common - 1 P100.00
REFUERZO Filipino Voting - with
Par
ARLENE CALIWARA Philippine, Common - 1 P100.00
MUNDIN Filipino Voting - with
Par
ANGELICA FRANCISCO Philippine, Common - 1 P100.00
SALEN Filipino Voting - with
Par
PERLYN BERNAL Philippine, Common - 49,996 P4,999,600.00
OCAMPO Filipino Voting - with
Par
TOTAL 50,000 P5,000,000.00

Page 4 of 7
 Addt'l
Share Mode of
Name Amount Paid Paid-in
Type Payment
Capital
JULIUS SUMAIT CORPUZ Common - Voting -
Cash P100.00 P1.00
with Par
MYRA MAE BORROMEO Common - Voting -
Cash P100.00 P1.00
REFUERZO with Par
ARLENE CALIWARA Common - Voting -
Cash P100.00 P1.00
MUNDIN with Par
ANGELICA FRANCISCO Common - Voting -
Cash P100.00 P1.00
SALEN with Par
PERLYN BERNAL Common - Voting -
Cash P1,249,600.00 P49,996.00
OCAMPO with Par
TOTAL P1,250,000.00 P50,000.00

Ninth: That ARLENE CALIWARA MUNDIN has been elected by the subscribers
as Treasurer of the Corporation to act as such until after the successor is duly

t
elected and qualified in accordance with the bylaws, that as Treasurer, authority has
been given to receive in the name and for the benefit of the corporation, all
subscriptions, contributions or donations paid or given by the subscribers or
f
members, who certifies the information set forth in the seventh and eighth clauses
above, and that the paid-up portion of the subscription in cash and/or property for
ra
the benefit and credit of the corporation has been duly received.

Tenth: That no transfer of stock or interest which will reduce the ownership of
Filipino citizens to less than the required percentage of the 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 the stock certificates
D

issued by the corporation.

Eleventh: That the incorporators undertake to change the name of the

corporation, as herein provided or as amended thereafter, 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, customs or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this __________ day of ____________, 20________ in the City/Municipality
of ___________________, Province of _____________________, Republic of the Philippines.

Name TIN Signature

JULIUS SUMAIT CORPUZ 444-468-500-000

Page 5 of 7
MYRA MAE BORROMEO
366-017-204-000
REFUERZO

ARLENE CALIWARA MUNDIN 282-362-907-000

ANGELICA FRANCISCO SALEN 266-801-824-000

PERLYN BERNAL OCAMPO 404-897-731-000

ARLENE CALIWARA MUNDIN

282-362-907-000
Treasurer

f t
ra
D

Page 6 of 7
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

S.S)

BEFORE ME, a Notary Public, for and in _____________________, Philippines, this

_______ day of ______________, 20___, personally appeared the following persons:

Name TIN/Passport No. Date and Place Issued

JULIUS SUMAIT CORPUZ 444-468-500-000

MYRA MAE BORROMEO

366-017-204-000
REFUERZO

t
ARLENE CALIWARA MUNDIN 282-362-907-000

f
ANGELICA FRANCISCO SALEN 266-801-824-000
ra
PERLYN BERNAL OCAMPO 404-897-731-000

ARLENE CALIWARA MUNDIN

282-362-907-000
Treasurer
D

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

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC

Doc. No. ___________ ;

Page. No. ___________;
Book. No. ___________;
Series Of ___________.

Page 7 of 7