Articles of Incorporation

of
FIRST HIGHLAND SURETY AND INSURANCE
AGENCY SERVICES CORP.
operating under the name of
FIRST HIGHLAND SURETY AND INSURANCE
AGENCY SERVICES

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

FIRST HIGHLAND SURETY AND INSURANCE AGENCY SERVICES CORP.

operating under the name of
FIRST HIGHLAND SURETY AND INSURANCE AGENCY SERVICES

Second: That the purpose or purposes for which such corporation is

incorporated are:

Primary:

To engage in the business of providing assistance or act as an insurance agent

for facilitation of life/non-life insurance for private individuals, company or
corporation.

Secondary:

To provide consultancy and advisory services with respect to the financial and
insurance directional plan of client companies and to provide special services with
respect to short and long term corporate plan, as well as organizational planning and
development programs for its client companies.

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 GROUND

FLOOR, ID 26 CIPKO BUILDING HALSEMA HIGHWAY BETAG , LA
TRINIDAD (Capital), BENGUET, CORDILLERA ADMINISTRATIVE REGION

System generated by the Page 1 of 5

SEC-ESPARC
(CAR), 2601;

Fourth: That the corporation shall have perpetual existence;

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

Name Nationality Residence

APPASAN KIPAS Philippine, Filipino 4th Floor Scandic Palace Emilia

PADKIW Street Palanan , CITY OF
MAKATI, FOURTH DISTRICT,
NATIONAL CAPITAL REGION
(NCR), 1235

LENNON CHAN TIAGO Philippine, Filipino KF 45 KANGAS Cruz , LA

TRINIDAD (Capital), BENGUET,
CORDILLERA ADMINISTRATIVE
REGION (CAR), 2601

JULIUS KIPAS PADKIW Philippine, Filipino KC 108 Cruz , LA TRINIDAD

(Capital), BENGUET,
CORDILLERA ADMINISTRATIVE
REGION (CAR), 2601

Sixth: That the number of directors of the corporation shall be three (3); and
the names, nationalities and residences of the first directors of the corporation are as
follows:

Name Nationality Residence

APPASAN KIPAS Philippine, Filipino 4th Floor Scandic Palace Emilia

PADKIW Street Palanan , CITY OF
MAKATI, FOURTH DISTRICT,
NATIONAL CAPITAL REGION
(NCR), 1235

LENNON CHAN TIAGO Philippine, Filipino KF 45 KANGAS Cruz , LA

TRINIDAD (Capital), BENGUET,
CORDILLERA ADMINISTRATIVE
REGION (CAR), 2601

JULIUS KIPAS PADKIW Philippine, Filipino KC 108 Cruz , LA TRINIDAD

(Capital), BENGUET,
CORDILLERA ADMINISTRATIVE
REGION (CAR), 2601

Seventh: That the authorized capital stock of the corporation is Three Million
Pesos (P3,000,000.00), divided into:

a. Three Million (3,000,000) common voting shares with par value of One
Peso (P1.00) per share.

System generated by the Page 2 of 5

SEC-ESPARC
 Eighth: That the authorized capital stock above has been subscribed and paid
as follows:

No. of
Share Amount
Name Nationality Shares
Type Subscribed
Subscribed
APPASAN KIPAS PADKIW Philippine, Common - 1,000,000 P1,000,000.00
Filipino Voting -
with Par
LENNON CHAN TIAGO Philippine, Common - 1,000,000 P1,000,000.00
Filipino Voting -
with Par
JULIUS KIPAS PADKIW Philippine, Common - 1,000,000 P1,000,000.00
Filipino Voting -
with Par
TOTAL 3,000,000 P3,000,000.00

Addt'l
Share Mode of
Name Amount Paid Paid-in
Type Payment
Capital
APPASAN KIPAS PADKIW Common - Voting -
Cash P1,000,000.00 P0.00
with Par
LENNON CHAN TIAGO Common - Voting -
Cash P1,000,000.00 P0.00
with Par
JULIUS KIPAS PADKIW Common - Voting -
Cash P1,000,000.00 P0.00
with Par
TOTAL P3,000,000.00 P0.00

Ninth: That LENNON CHAN TIAGO has been elected by the subscribers as
Treasurer of the Corporation to act as such until after the successor is duly 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 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 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
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

System generated by the Page 3 of 5

SEC-ESPARC
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

APPASAN KIPAS PADKIW 284-380-607-000

LENNON CHAN TIAGO 309-521-779-000

JULIUS KIPAS PADKIW 299-147-839-000

LENNON CHAN TIAGO

309-521-779-000
Treasurer

System generated by the Page 4 of 5

SEC-ESPARC
 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

APPASAN KIPAS PADKIW 284-380-607-000

LENNON CHAN TIAGO 309-521-779-000

JULIUS KIPAS PADKIW 299-147-839-000

LENNON CHAN TIAGO

309-521-779-000
Treasurer

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 ___________.

System generated by the Page 5 of 5

SEC-ESPARC