ARTICLES OF INCORPORATION AND BY-LAWS

Articles of Incorporation

Of

CLOTHLET TEXTILE INC.

KNOW ALL MEN BY THESE PRESENTS:

We, all of legal age, Filipino citizens, and all of whom are residents of the
Philippines, have this day voluntarily associated ourselves of forming corporation in
accordance with the laws of the Republic of the Philippines, do hereby adopt the
following Articles of Incorporation for such corporation:

ARTICLE I

The name of the corporation shall be called CLOTHLET TEXTILE INC.

ARTICLE II

The purpose or purposes for which the said Corporation is formed are:

(1) To deal

ARTICLE III

That the place where the principal office of the Corporation is located in Scott
Road, Jolo, Sulu, Philippines.

ARTICLE IV

The term for which said corporation is to exist is 50 years from and after the
date of issuance of the certificate of incorporation;

ARTICLE V

The initial Board of Directors shall consist of two (2) Directors. The Persons
who are to serve Directors until their successor are elected and qualified are as
follows:

NAME RESIDENCE
Pearl Allyssa S. Jimlan St. 6, Blk. 36, Lt. 15, Kasalamatan Village, Jolo, Sulu
Fatima Cristine H. Tungupon

ARTICLE VI

The Directors are also the incorporators:

NAME RESIDENCE

Pearl Allyssa S. Jimlan St. 6, Blk. 36, Lt. 15, Kasalamatan Village, Jolo, Sulu
Fatima Cristine H. Tungupon

ARTICLE VII

The authorized capital stock of the corporation is ONE MILLION PESOS

(P1,000,000.00), in lawful money of the Philippines, divided into SEVEN HUNDRED
FORTY THOUSAND PESOS (P740,000.00) shares with the par value of One Peso
(P1.00) and TWO HUNDRED SIXTY THOUSAND PESOS (P260,000.00) pesos per
share.

ARTICLE VIII

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
issued by the corporation.

ARTICLE IX

The incorporators and directors undertake to change the name of the

corporation 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 a
registered name or contrary to public morals, good custom 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.
TIN- TIN- TIN-

TIN- TIN- TIN-

(Names and signatures of the incorporators and TIN)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES }

} S.S.

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

NOTARY PUBLIC
Doc. No. ________
Page No. ________
Book No. _________
Series of _________

TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY/MUNCIPALITY OF ) S.S
PROVINCE OF )

I, ______________________________________, being duly sworn to, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer

thereof, to act as such until my successor has been duly elected and qualified in
accordance with the by-laws of the corporation, and that as such Treasurer, I hereby
certify under oath that at least 25% of the authorized capital stock of the
corporation has been subscribed and at least 25% of the total subscriptions has
been paid, and received by me, in cash or property, in the amount
of______________________________ in accordance with the Corporation Code
 ___________________________________
(Signature of Treasurer)

SUBSCRIBED AND SWORN to before me, a Notary Public, for and in the
City/Municipality of_____________________________, Province of___________________________
this ______ day of ____________________,19_______; by _________________with Res. Cert.
No._____________________ issued at _________________________on _________________, 19_________.

NOTARY PUBLIC
My commission expires on
_______________________, 19___________

Doc. No._______
Page No._______
Book No.________
Series of ________

BY –LAWS
 OF

CLOTHLET TEXTILE INC.

I. THE TIME, PLACE AND MANNER OF CALLING AND CONDUCTING REGULAR

OR SPECIAL MEETINGS OF THE DIRECTORS.

a) Regular meetings of the board of directors of the corporation shall be

held monthly, unless the by-laws provide otherwise.

b) Special meetings of the board of directors may be held at any time upon
the call of the president or as provided in the by-laws

c) Meetings of directors may be held anywhere in or outside of the

Philippines, unless the by-laws provide otherwise. Notice of regular or
special meetings stating the date, time and place of the meeting must be
sent to every director or trustee at least one (1) week prior to the
scheduled meeting, unless otherwise provided by the by-laws. A director
may waive this requirement, either expressly or impliedly.

II. THE TIME AND MANNER OF CALLING AND CONDUCTING REGULAR OR

SPECIAL MEETINGS OF THE STOCKHOLDERS.

a) Regular or annual meetings of stockholders shall be held annually on June

15 of each year, if it falls on Saturday, Sunday or a Legal holiday, then on
the day following.

b) Written notice of regular meetings shall be sent to all stockholders of

record at least two (2) weeks prior to the meeting, unless a different
period is required by the by-laws.

c) Special meetings of stockholders shall be held at any time deemed

necessary or as provided in the by-laws:

d) Written notice of special meetings shall be sent to all stockholders at least

one week prior to the meeting, unless a different period is required by the
by-laws.

e) Stockholders’ meetings, whether regular or special, shall be held in the

city or municipality where the principal office of the corporation is
located, and if practicable in the principal office of the corporation. Jolo,
Sulu shall, for the purpose of this provision, be considered city or
municipality.
III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS

a) The required quorum in meetings of stockholders shall consist of the

stockholder/s representing a majority of the outstanding capital stock.

IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE MANNER OF

VOTING THEM

a) Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the stockholder and
filed before the scheduled meeting with the corporate secretary. Unless
otherwise provided in the proxy, it shall be valid only for the meeting for
which it is intended. No proxy shall be valid and effective for a period
longer than five (5) years at any one time.

V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION OF DIRECTORS

a) No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of this
Code, committed within five (5) years prior to the date of his election
shall qualify as a director. Every director must own at least one (1) share
of the capital stock of the corporation, which share shall stand in his
name on the books of the corporation. Any director who ceases to be the
owner of at least one (1) share of the capital stock of the corporation shall
thereby cease to be a director. A majority of the directors must be
residents of the Philippines.

b) The corporate powers of the corporation shall be exercised, all business

conducted and all property of the corporation be controlled and held by
the board of directors to be elected from among the holders of stocks,
who shall hold office for one (1) year and until their successors are
elected and qualified.

c) The directors shall not receive any compensation, as such directors,

except for reasonable per diems. Any compensation may be granted to
directors by the vote of the stockholders representing at least a majority
of the outstanding capital stock at a regular or special stockholders’
meeting, In no case shall the total yearly compensation of directors, as
such directors, exceed ten (10%) percent of the net income before income
tax of the corporation during the preceding year.
VI. THE MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE
TERM OF OFFICE OF ALL OFFICERS OTHER THAN DIRECTORS

a) Immediately after their election, the directors of a corporation must

formally organize by the election of a PRESIDENT, who shall be a director,
a TREASURER who may or may not be a director, a SECRETARY who shall
be a resident and citizen of the Philippines, and such other officers as may
be provided in the by-laws. Two (2) or more positions may be held
concurrently by the same officer, however no one shall act as PRESIDENT
and SECRETARY or as PRESIDENT and TREASURER at the same time. The
officers of the corporation shall hold office for one (1) year and until the
successors are elected and qualified. The officers of the corporation shall
perform functions as required by existing laws, rules and regulations.
b) The President shall be the Chief Executive Officer of the corporation and
shall exercise the following functions:

1.)To preside at the meetings

2.)To initiate and develop corporate objectives and policies

and
formulate long range projects, plans and programs for the
approval of the Board of Directors

3.)To supervise and manage the business affairs of the

corporation upon the direction of the Board of Directors.

4.)To implement the administrative and operational policies of

the corporation, prescribe their duties, and determine their
salaries.

5.)To appoint, remove, suspend or discipline employees of the

corporation, prescribe their duties, and determine their
salaries;

6.)To oversee the preparation of the budgets and the

statements of accounts of the corporation;

7.)To represent the corporation at all functions and

proceedings;
 8.)To execute on behalf of the corporation all contracts,
agreements and other instruments affecting the interests of the
corporation which require the approval of the Board of
Directors.

9.)To make reports to the Board of Directors and stockholders;

10.)To sign certificates of stock; and

11.)To perform such other duties as are incident to his officer

or are entrusted to him by the Board of Directors.

c) The Chief Finance Officer - He shall have such other power and duties, as
may from time to time be assigned to him by the Board of Directors or by
the President

d) The Secretary - The Secretary must be a resident and a citizen of the

Philippines. He shall have the following specific powers and duties.

1.) To record the minutes and transactions of all meetings of the directors and
the stockholders and to maintain minute book of such meetings in the form
and manner required by law.

2.) To keep record books showing the details required by law with respect to
the stock certificates of the corporation, including ledgers and transfer book
showing all shares of the corporation subscribed, issued and transferred;

3.) To keep corporate seal and affix it to all papers and documentary requiring
a seal, and to attest by his signature all corporate documents requiring the
same;

4.) To attend to the giving and serving of all notice of the corporation required
by law or these by-laws to be given;

5.) To certify such corporate acts, countersign corporate documents or

certificates, and make reports or statements as may be required of him by
law or by government rules and regulations;

6.) To act as inspector at the election of directors and, as such, to determine the
 number of shares of stock outstanding and entitled to vote, the shares of
stock represented at the meeting, the existence of quorum, the validity and
effect of proxies, and to receive votes, ballots or consents, hear and
determine questions in connection with the right to vote, count and
tabulate all votes, determine the result, and do such acts as re proper to
conduct the election; and

7.) To perform such other duties as are incident to his office or as may be
assigned to him by the Board of Director or President.

e) Treasurer - The Treasurer of the corporation shall have the following

duties:

1.) To keep full and accurate accounts of receipts and disbursements in the
books of the corporation;

2.) To have custody of, and be responsible for, all the funds, securities and
bonds of the corporation;

3.) To deposit in the name and to the credit of the corporation, in such banks as
may be designated from time to time by the Board of Directors, all the
moneys, funds, securities, bonds, and similar valuable effects belonging to
the corporation which may come under his control;

4.) To render an annual statements showing the financial condition of the

corporation and such other financial reports as the Board of Directors, or
the President may, from time require;

5.) To prepare such financial reports, statements, certifications and other

documents which may, from time to time, be required by the government
rules and regulations and to submit the same to the proper government
agencies;

6.) To exercise such powers and perform such duties and functions as may be
assigned to him by the President.

f) Vacancies - If any position of the officers become vacant by reason of

death, resignation, disqualification or for any other cause, the Board of
Directors may, by majority vote, elect a successor who shall hold office
for the unexpired term.

g) Compensation - The officers shall receive such remuneration as the

 Board of Directors may determine. A director shall not be precluded from
serving the corporation in any other capacity as an officer, agent or
otherwise, and receiving compensation therefore.

VII OFFICES. The principal office of the corporation shall be located at the place
stated in Article III of Incorporation. The corporation may have such other
branch offices, either within or outside the Philippines as the Board of Directors
may designate.

VII. FISCAL YEAR

a) The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.

VIII. CORPORATE SEAL

a) The corporate seal shall be determined by the Board of Directors.

IX. MISCELLANEOUS PROVISIONS:

a) Matters not covered by the provisions of these by-laws shall be

governed by the provisions of the Corporation Code of the Philippines.

IN WITNESS WHEREOF, we, the undersigned incorporators present at said

meeting and voting thereat in favor of the adoption of said by-laws, have hereunto
subscribed our names this 15th day of April 2022 at Jolo, Sulu, Philippines