republicofthephilippines securitiesand …

16
REPUBLIC OF THE PHILIPPINES SECURITIES AND EXCHANGE COMMISSION Ground Floor. Secretariat Building, PICC City Of Pasay, Metro Manila COMPANY REG. NO. 40524 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 MACROASIA CORPORATION (Amending Article IV by extending the term of its existence thereof) copy - annexed, adopted March 22, 2018 by majority vote of the Board of Directors and on July 20, 2018 by the vote of the stockholders owning or representing at least two-thirds of the outstanding capital stock, and certified under oath by the Corporate 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 16 of the Corporation Code of the Philippines, Batas Pambansa BIg. 68, approved on May 1, 1980,and copies thereof are filed with the Commission. Unless this corporation obtains or already has obtained the appropriate Secondary License from this Commission, this Certificate does not authorize it to undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as: broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, transfer agent, commodity/financial futures exchangefbroker/merchant, financing company and time shares/club shares/membership certificates issuers or selling agents thereof. Neither does this Certificate constitute as permit to undertake activities for which other government agencies require a license or permit. IN WITNESS WHEREOF, I have set my hand and caused the seal of this Commission to ~ affixed to this Certificate at Pasay City, Metro Manila, Philippines, this day of August, Twenty Eigh _......,......,....- arge any Registration and Monitoring Department BAjmii

Upload: others

Post on 08-Dec-2021

1 views

Category:

Documents


0 download

TRANSCRIPT

REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION

Ground Floor. Secretariat Building, PICCCity Of Pasay, Metro Manila

COMPANY REG. NO. 40524

CERTIFICATE OF FILINGOF

AMENDED ARTICLES OF INCORPORATION

KNOW ALL PERSONS BY THESE PRESENTS:

This is to certify that the amended articles of incorporation of the

MACROASIA CORPORATION(Amending Article IV by extending the term of its existence thereof)

copy - annexed, adopted March 22, 2018 by majority vote of the Board ofDirectors and on July 20, 2018 by the vote of the stockholders owning orrepresenting at least two-thirds of the outstanding capital stock, and certifiedunder oath by the Corporate Secretary and a majority of the Board of Directorsof the corporation was approved by the Commission on this date pursuant to theprovision of Section 16 of the Corporation Code of the Philippines, BatasPambansa BIg. 68, approved on May 1, 1980,and copies thereof are filed with theCommission.

Unless this corporation obtains or already has obtained the appropriateSecondary License from this Commission, this Certificate does not authorize it toundertake business activities requiring a Secondary License from this Commissionsuch as, but not limited to acting as: broker or dealer in securities, governmentsecurities eligible dealer (GSED), investment adviser of an investment company,close-end or open-end investment company, investment house, transfer agent,commodity/financial futures exchangefbroker/merchant, financing company andtime shares/club shares/membership certificates issuers or selling agents thereof.Neither does this Certificate constitute as permit to undertake activities for whichother government agencies require a license or permit.

IN WITNESS WHEREOF, I have set my hand and caused the seal of thisCommission to ~ affixed to this Certificate at Pasay City, Metro Manila,Philippines, this day of August, Twenty Eigh _......,......,....-

argeany Registration and Monitoring Department

BAjmii

.,

.j! COVER SHEETfor Applications at

COMPANY REGISTRATION AND MONITORING DEPARTMENTNature of Application

Amendment of Articles of Incorporation

I I I I IMIA Ie IRio IA Is II IA I I c 10IRip I 0 I R IA IT I I 101NI I I I I II I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I

AMENDED TO:

IIIIII I II I II nrrrn I II IIII IIIIIPrincipal Office (No/Street/BarangayfCity/fown)Province)

1I111211FILIoioIRllpiNIBIIAILILIIIEIDIIBIAINIKIIIIII I IcIEINITIEIRI, I 161715141 IAly IAIL IAI IAlvlEINlulEI I I II I IMI A IKI A I T I I I I c I I I T Iy I I I I I I I I I I I I I I I I I I

Company's Telephone Numberfs

840-2001Contact Person Contact Person's Telephone Number

ATTY. FLORENTINO M. HERRERA III I (632)813-7111Contact Person's Address

5fF SGV II Bldg., 6758 Ayala Avenue, Makati City

ate Signature

Received by Corporate Filling and Records Division (CFRD)

Forwarded to:

Corporate and Partnership Registration Division

Green Lane Unit

Financial Analysis and Audit Division

Licensing Unit

Compliance Monitoring Division

Securities andExchangeCommissionfI 1'1 I I. I P r I N f. S

MARKETS AND SECURITIES REGULATION DEPARTMENT

July 25,2018

MACROASIA CORPORATION12thFloor, PNB Allied Bank Center6754 Ayala Avenue, Makati CityTel. No. 813-71-11

ATTENTION: MR. JOSEPH T. CHUAPresident/COO

: ATTY. FLORENTINO M. HERRERA IIICorporate Secretary

Subject REQUEST FOR COMMENT/RECOMMENDA nON

Gentlemen:

This is in connection with your request for comments/or recommendation relative to your company'sapplication for approval of your Amendment to its Articles ofincorporation as follows:

Articles of Incorporation

i. Article IV be, as it is hereby amended to extend the corporate term of the corporation for another fifty(50) years, from and after 15 February 2020.

We do not interpose any objection to your application provided that once the application has been approved,MarcoAsia Corporation, shall file a duly accomplished Current Report (SEC Form 17-C) disclosing thereinthe Commission's approval of said amendment with the Commission's Central Receiving and RecordsDivision, within five (5) days from the approval of the Amended Articles ofincorporation.

Our Department, nonetheless defers to the discretion of the Commission's Company Registration andMonitoring Department (CRMD) considering that it has primary jurisdiction over registration of corporationsand partnership in general, as well as amendments to Articles of Incorporation and By-Laws. Furthermore, ourcomments or recommendations are limited merely to this Department's regulatory requirements and does notcover the substance of the application with respect to compliance with the Corporation Code of thePhilippines.

This comment is without prejudice to the prerogative of this Department to act later against the subject entity,if warranted, to ensure full compliance with the provision of the Securities Regulation Code, its implementingrules and regulations, and other pertinent laws, rules and regulations, as may be necessary and applicable underthe circumstances.

Very truly yours,

VICENTE GRACIA ~ ~NIO, JR.Director ~

RECEIVED BY:

Signature Over Printed Name of Authorized Representative

(J

DIRECTORS' CERTIFICArf.E r -:I(Amendment of Articles of Incorpo ation) I 1-~ -(~ I

SECURITIESAND EXGii\NGr: CO.\1,V1ISSI0N;r..rnon INnn I in.. ro .",.., i

II

",

p ;~~C 'l·:.! \.1 ,; DI t._ , ,. 'Ii ._. l-

f --, " '1~:""''''1 -x-We, the undersigned, being a majority i.of .__th~ itec! ts . -of'

MACROASIA CORPORATION (the "Corporation"), the Chairman and theCorporate Secretary of the Annual Stockholders' Meeting held on 20 July 2018at the principal office of the Corporation, hereby certify that:

1. The Board of Directors, by affirmative vote of at least majority ofits members, during its meeting held on 22 March 2018, and thestockholders, by affirmative vote of at least two-thirds (2/3) of theoutstanding capital stock of the Corporation, during the AnnualStockholders' Meeting held on 20 July 2018, respectively, approved theamendment to the Fourth Article of the Articles of Incorporation, as setforth hereunder:

"RESOLVED, That the Fourth Article of theArticles of Incorporation be, as it is hereby amendedto extend the corporate term of the Corporation foranother fifty (50) years, from and after 15 February2020;

"RESOLVED FURTHER, That the President,the Corporate Secretary and other officers of theCorporation be, as they are hereby authorized toperform all acts including but not limited to the filingof the necessary documents with the Securities andExchange Commission and to sign, execute anddeliver, for and on behalf of the Corporation, any andall documents as may be necessary and/ orappropriate to implement the foregoing resolution."

2. The Corporation's Amended Articles of Incorporation attachedhereto as Annex "A" is a true and correct copy of the Corporation'sAmended Articles of Incorporation and reflects the amendmentthereto.

IN WITNESS WHEREOF, we have hereunto set our hands this 20thday of July 2018at Makati City.

ATTEST:

/

air n of theal St ckholders' Meetingheld on 20 July 2018T.I.N. 168-487-675

x.r:~~--~ FLORENTINO M. HERRERA IIICorporate Secretary of the

Annual Stockholders' Meetingheld on 20 July 2018T.I.N.106-098-926

~JAIMEJ. BAUTISTA

DirectorT.I.N. 113-315-324

STEWART C. LIMDirector

T.I.N.120-532-822

~Director

T.I.N.120-146-639

tfAUvwDMARIXI R.PRIETO

DirectorT.I.N. 109-904-900

DirectorT.I.N. 105-313-197

2

-,

REPUBLIC OF THE PHILIPPINES)MAKATI CITY )SS.

SUBSCRIBED AND SWORN to before me this 20th day of July 2018 inMakati City, affiants exhibited to me the following:

Name Tax Identification Number

Joseph T. ChuaJaime J. BautistaStewart C LimJohnip G. CuaBen C TiuMarixi R. PrietoSamuelC UyFlorentino M. Herrera III

168-487-675113-315-324120-532-822120-146-639101-333-103109-904-900105-313-197106-098-926

and affixed my

Doc. No.Page No.Book No.

• TlZ JotMatt."

nttlOece 31,2018,., No• .s61S5· etIme MemberMClE Compllonc He. Y·OOO69l'

Appo!ntment No. ·104(2017.2018)'lit No.• 6018 9 Jon. 3,2018Makoti C1tv Roll No• .00"

1a1 UrbanAve.Campo, Ruedalid;.Brgy. "0Del "nor. Makoti City

Series of 2018.

Dtro,,,,,,C.r1IlIr... (AOI.En.ndCorp<>r ... T.ru,)LTc:10I./MAC

3

Annex "A"

AMENDED

ARTICLES OF INCORPORATION

OF

MACROASIA CORPORATION

KNOW ALLMEN BYTHESEPRESENTS:

That we, all of whom are of legal age, Filipinos and residents of thePhilippines, on this 12th day of February 1970, have voluntarily associatedourselves together for the purpose of forming a corporation under the laws ofthe Republic of the Philippines:

AND WE HEREBYCERTIFY:

FIRST: That the name of the said corporation shall be:

MACROASIA CORPORATION(As amended on 29 September 1995 and 10 December 1993)

SECOND: That the primary and secondary purposes for which thisCorporation is formed shall be:

PRIMARY PURPOSE

To invest in, hold, own, purchase, acquire, lease, contract,operate, improve, develop, manage, grant, sell, exchange, or otherwisedispose of real and personal properties of every kind and description,including shares of stock, bonds, and other securities or evidence ofindebtedness of any other corporation, association, firm or entity,domestic or foreign, where necessary or appropriate, and to possessand exercise in respect thereof all the rights, powers, and privileges ofownership, including all voting powers of any stock so owned; toacquire, take over, hold and control all or part of the business,goodwill, property and other assets, and to assume or undertake thewhole or any part of the liabilities and obligations of any person, firm,association or corporation, domestic or foreign, whether a goingconcern or not, engaging in or previously engaged in business whichthe Corporation is or may become authorized to carry on or which maybe appropriate or suitable for any or all of the purposes of theCompany.

SECONDARY PURPOSES

1. To purchase, acquire, own, lease, sell and convey real propertysuch as lands, buildings, factories and warehouses and machinery, equipmentand other personal properties as may be necessary or incidental to theconduct of the corporate business, and to pay in cash, shares of its capitalstock, debentures and other evidences or indebtedness, or other securities asmay be deemed expedient, for any business or property acquired by theCorporation.

2. To borrow or raise money necessary to meet the financialrequirements of its business by the issuance of bonds, promissory notes andother evidences of indebtedness, and to secure the repayment thereof bymortgage, pledge, deed of trust or lien upon the properties of the Corporationor to issue pursuant to law, shares of its capital stock, debentures and otherevidences of indebtedness in payment for properties acquired by theCorporation or for money borrowed in the prosecution of its lawful business.

3. To invest and deal with the money and properties of theCorporation in such manner as may from time to time be considered wise orexpedient for the advancement of its interests and to sell, dispose of ortransfer the business, properties and goodwill of the Corporation or any partthereof for such consideration and under terms as it shall see fit to accept.

4. To aid in any manner any corporation, association or trustestate, domestic or foreign or any firm or individual, any shares of stock inwhich or any bonds, debentures, notes, securities, evidences of indebtedness,contracts, or obligations of which are held by or for this Corporation, directlyor indirectly or through other corporations or otherwise.

5. To enter into any lawful arrangement for sharing profits, unionof interest, utilization or farmout agreement, reciprocal concession, orcooperation, with any corporation, association, partnership, syndicate, entity,person or governmental, municipal or public authority, domestic or foreign,in the carrying on of any business or transaction deemed necessary,convenient or incidental to carrying out any of the purposes of thisCorporation.

6. To acquire or obtain from any government or authority,national, provincial, municipal, or otherwise, or any corporation, company orpartnership or person, such charter, contracts, franchise, privileges,exemption, licenses and concessions as may be conducive to any of theobjectives of the Corporation.

2

-_

7. To establish and operate one or more branch offices or agenciesand to carry on any or all of its operations and business without anyrestrictions as to place or amount including the right to hold, purchase orotherwise acquire, lease, mortgage, pledge and conveyor otherwise deal inand with real and personal properties anywhere within the Philippines.

8. To conduct and transact any and all lawful business, and to door cause to be done anyone or more of the acts and things herein set forth asits purposes, within and without the Philippines, and in any and all foreigncountries, and to do everything necessary, desirable or incidental to theaccomplishment of the purposes or the exercise of anyone or more of thepowers herein enumerated, or which shall at any time appear conducive to orexpedient for the protection or benefit of the Corporation.

9. To engage in and carryon any lawful manufacturing enterprisesfor the production of any and all goods, chattels, wares merchandise andcommodities, to import, buy, sell at wholesale and generally deal in and withall machinery, equipment, appliances and devices as well as in the rawmaterials and supplies required for such manufacturing operations, and toown, lease, construct, manage, control, operate and maintain such buildings,works, workshops, laboratories, power, plants, mills, factories, stores,warehouses and other structures, with the real estate necessary therefor, asmay be necessary, useful or convenient in connection with said business andany other business of the Corporation.

10. To engage in the business of general builders or contractors, toerect, construct, rebuild, enlarge, repair, improve and alter buildings,tenements, warehouses, factories, edifices and structures of every kind anddescription, and to fabricate, install, maintain, repair and operate machinery,equipment, appliances, appurtenances, accessories, fixtures, and any and allmaterial and supplies for use in such structures or forming a part thereof.

11. To carry on a general mercantile and commercial business, tobuy, sell at wholesale, import, export, and otherwise deal in and with allgoods, chattels, wares, merchandise and commodities which are the lawfulobjects of commerce.

12. To act as manufacturers, representatives, indentors, commissionmerchants, or in any other representative capacity for natural and juridicalpersons whether domestic or foreign.

13. To construct, hire, purchase, own, control and operate airlines,railroads, motor vehicles, vessels and all other means of transportation inconnection with the business of the Corporation.

3

14. To purchase, acquire, and take over, as a going concern orotherwise, and to carry on, maintain and operate, all or any part, of theproperty or business or any person, firm, association or corporation deemedto be necessary or useful in carrying on the business of the Corporation, andto pay for the same in cash, stocks, bonds, debentures or other obligation ofthe Corporation, and to undertake, assume and guarantee the liabilities of anyperson, firm, association or corporation, whose property or business may sobe taken over or shares of whose capital stock may be acquired and owned bythe Corporation but to the extent only permitted by law.

15. To carry on the business of operating mines, and of prospecting,exploring, mining, milling, concentrating, converting, smelting, treating,refining, preparing for market, manufacturing, buying, selling, exchangingand otherwise producing and dealing in all other kinds of ores, metals andminerals, hydrocarbons, acids and chemicals and in the products and by­products of every kind and description and by whatsoever process, the samecan be or may hereafter be produced; to purchase, lease, option, locate orotherwise acquire, own, exchange, sell or otherwise dispose of, pledge,mortgage, deed in trust, hypothecate, and deal in mines, mining claims,mineral lands, coal lands, timber lands, water and water rights, and otherproperty both real and personal.

16. To engage in and carryon the business of consultancy, counseling andplanning in the field of aviation, undertake arrangements and negotiations ofjoint venture projects or mergers of persons, firms, associations orcorporations, both foreign and domestic and to conduct and transact any andall activities related thereto. (As amended on June 11and July 18,1997)

THIRD: That the place where the principal office of theCorporation is to be established or located shall be at 12jF PNB Allied BankCenter, 6754Ayala Avenue, Makati City, without prejudice to the opening ormaintenance of such branch correspondents or representative offices outsideof the Republic of the Philippines, as the exigencies of the business oroperation of the Corporation may require or dictate from time to time. (Asamended on September 30, 1987); (As amended by majority vote of the Board ofDirectors and by the affirmative vote of stockholders owning at least two-thirds (2/3)of the outstanding capital stock, at separatemeetings held on 18July 2014).

FOURTH: That the term of for which the Corporation is to exist isfifty (50) years from and after the date of incorporation and, is extended foranother fifty (50) years from and after its expiry date on 15 February 2020.(As amended by majority vote of the Board of Directors, during its meetingheld on 22 March 2018 and by the affirmative vote of stockholders owningat least two-thirds (2/3) of the outstanding capital stock, during the AnnualStockholders' Meeting held on 20 July 2018)

4

._

FIFTH: That the names, nationalities and residences of theincorporators of the Corporation are as follows:

Names Nationality

1. Edgardo Rodrigueza Lee Filipino

2. Mariano S. Calderon Filipino

3. Joseph L.G. Chua Filipino

4. Joselito Baltazar I Filipino

5. Jose C. Alcantara Filipino

Residence

31 Taurus Street, Bel-Air,Makati Metro Manila

45 Isabel Avenue, NorthernHills, Malabon, Rizal

11 Cabignayan Street, QuezonCity

Sto. Rosario Street, PlainviewSubdivision, MandaluyongRizal

12 Betty Street, BF Homes, LasPifias, Rizal

SIXTH: That the number of directors of the Corporation shall beEleven (11) and that the names, nationalities, and residences of the directorswho are to serve until their successors are selected and qualified as providedin its Code of By-laws, are as follows (As amended on 10 December 1993); (Asamended by majority vote of the Board of Directors and by the affirmative vote ofstockholders owning at least two-thirds (2/3) of the outstanding capital stock, atmeetings held on 20May 2015 and 17July 2015 respectively).

Names Nationality

1. Edgardo Rodrigueza Lee Filipino

2. Mariano S. Calderon Filipino

3. Joseph L.G. Chua Filipino

4. Joselito Baltazar I Filipino

5. Jose c.Alcantara Filipino

5

Residence

31 Taurus Street, Bel-Air,Makati Metro Manila

45 Isabel Avenue, NorthernHills, Malabon, Rizal

11 Cabignayan Street, QuezonCity

Sto. Rosario Street, PlainviewSubdivision, MandaluyongRizal

12 Betty Street, BF Homes, LasPifias, Rizal

-,

SEVENTH: That the capital stock of the Corporation is Two BillionPesos (P2,OOO,OOO,OOO.00),Philippine Currency, divided into Two Billion(2,000,000,000) shares with a par value of One Peso (P1.00), Philippinecurrency per share. (As amended on 10December 1993,30 September 1987and 18July 1997).

No stockholder shall, because of his ownership of stock of theCorporation, have any pre-emptive right or other preferential right topurchase, subscribe for, or take any part of any stock or of any other securitiesconvertible into or carrying option or warrants to purchase stock of theCorporation. Any part of any such stock or other securities may at any timebe issued, optioned for sale, and sold or disposed of by the Corporationpursuant to a resolution of its Board of Directors, without first offering suchstock or securities or any part thereof to existing stockholders of theCorporation. (As amended on 10December 1993and 30 September 1987).

Two Hundred Million (200,000,000) shares of the capital stock of theCorporation is hereby reserved for subscription by the incorporators of theCorporation to be subscribed by them at their option within a period of three(3) years, which shall expire on 14 February 1973.

Incorporators

1. Edgar Rodrigueza Lee2. Mariano S.Calderon3. Joseph L.G.Chua4. Joselito C. Baltazar I5. JoseC. Alcantara

Any amount of the reserved stock not subscribed for on any occasionby any number of incorporators otherwise entitled to subscribe for them shallbe placed in a pool and shall be offered by the Board of Directors in anequitable manner to the other incorporators and/ or subscribers who haveexercised their own options at the same price but under such terms andconditions with respect to the time and amount of payment as the Board ofDirectors may establish. Provided, however, that the minimum initialpayments for such subscriptions shall in no case be less than that required bylaw nor shall such subscriptions be allowed after 14 February 1973.

The following scale subscription price per share shall be observedwithin the period of the option herein provided for:

a. If subscribed within six (6) months afterdate of incorporation

P 0.010

6

."

"

b. If subscribed after six (6) months, butwithin one (1) year after date ofincorporation

c. If subscribed after one (1) year, but withineighteen (18) months, after date ofincorporation

d. If subscribed after eighteen (18) months butwithin two (2) years after date ofincorporation

e. If subscribed after two (2) years, but withinthree (3) years, after date of incorporation

EIGHTH:

Il 0.015

Il 0.020

Il 0.025

Il 0.030

That no transfer of stock or interest which in thedetermination of the Corporation will reduce the percentage of ownership ofthe capital stock of the Corporation by citizens of the Philippines below thatrequired by the Constitution of the Republic of the Philippines or by otherapplicable laws in respect of the principal business of the Corporation shall bepermitted to be registered in the books and records of the Corporation. Thiscondition shall likewise be printed in the certificates of stocks to be issued bythe Corporation.

NINTH: That the amount of said capital stock which has beensubscribed is Two Million Pesos (P2,OOO,OOO.00)and the following personshave subscribed and paid for the number and amount of capital stock setforth after their respective names:

Name Citizenship No. of Amount of Amount PaidShares Capital Stock on

Subscribed Subscription

Edgar Rodrigueza Lee Filipino 20,000,000 Il200,OOO.00 PSO,OOO.OOMariano S. Calderon Filipino 20,000,000 200,000.00 50,000.00Joseph L.G. Chua Filipino 20,000,000 200,000.00 50,000.00Joselito C. Baltazar I Filipino 20,000,000 200,000.00 50,000.00Jose c.Alcantara Filipino 20,000,000 200,000.00 50,000.00Jose Locsin Filipino 20,000,000 200,000.00 50,000.00Cesar Esguerra Filipino 10,000,000 100,000.00 25,000.00GuillermoE. Cruz Filipino 10,000,000 100,000.00 25,000.00Benjamin Benitez Filipino 10,000,000 100,000.00 25,000.00Andres R. Narvasa Filipino 10,000,000 100,000.00 25,000.00Marciano Villanueva Filipino 10,000,000 100,000.00 25,000.00Joventino L. Maranan Filipino 10,000,000 100,000.00 25,000.00

7

.'-, Francisco A. Bermudez Filipino 5,000,000 50,000.00 12,500.00

Charles Olmedo Filipino 5,000,000 50,000.00 12,500.00Vicente B. Esguerra, Jr. Filipino 5,000,000 50,000.00 12,500.00Gonzalo R.Navales Filipino 5,000,000 50,000.00 12,500.00

200,000,000 P2,000,000.00 Il500,OQO.00

TENTH: That Joselito C. Baltazar I has been elected by thesubscribers as Treasurer of the Corporation to act as such until his successor isduly elected and qualified in accordance with the By-Laws, and that, as suchTreasurer, he has been authorized to receive for the Corporation and toreceipt in its name for all subscriptions paid in by said subscribers.

IN WITNESS WHEREOF, the parties hereto have signed these presentsthis 12th day of February 1970 at Manila, Philippines.

(Sgd.)EDGAR RODRIGUEZA LEE

(Sgd.)MARIANO S. CALDERON

(Sgd.)JOSE L.G. CHUA

(Sgd.)JOSELITO C. BALTAZAR I

(Sgd.)JOSE C. ALCANTARA

SIGNED IN THE PRESENCE OF:

(Sgd.)AURORASALINASYU

(Sgd.)ESTRELITA NARVAEZ

8

'.

ACKNOWLEDGEMENT

REBULICOF THE PHILIPPINES)CITYOFMANILA )S.S.

BEFOREME, the undersigned Notary Public in and for the City ofManila, Philippines, on this 12thday of February 1970,personally appeared:

Name Res. Cert. No. Date/Place Issued

Edgar Rodrigueza LeeMariano S.CalderonJoseph L.G. ChuaJoselito C. Baltazar IJose C. Alcantara

A-124024A-4151931A-96121A-124030A-96119

6 January 1970/Manila23January 1970/Malabon5 January 1970/Manila7 January 1970/Manila5 January 1970/Manila

all of whom are known to me and to me known to be the same persons whosenames are subscribed to and who executed the foregoing Articles ofIncorporation, and acknowledged to me that the same is an act of their freewill and deed.

IN TESTIMONY WHEREOF, I have hereunder set my hand andaffixed my notary seal at Manila, Philippines, on this 12th day of February1970.

Doc. No. 277;Page No. 57;BookNo. XXXI;Series of 1970.

(sgd)POLICARPIO SANGALANG

NOTARYPUBLICuntil 3 December 1970

MAC Aalended. AOI (ExtendCorporate Term)LTC2011/MAC/ Amended AOi

9

I, FLORENTINO M. HERRERA III, of legal age, Filipino, with officeaddress at the 5/F SGV II Building, 6758 Ayala Avenue, Makati City, afterhaving been duly sworn to in accordance with law, hereby depose and statethat:

1. I am the duly elected and incumbent Corporate Secretary ofMACROASIA CORPORATION (the "Corporation"), a corporationduly organized and existing under and by virtue of Philippine lawswith principal office address at 12/F PNB Allied Bank Center, 6754Ayala Avenue, Makati City.

2. To the best of my knowledge, no action or proceeding has beenfiled or is pending before any court involving an intra-corporatedispute and/or claim by any person or group against the Board ofDirectors, individual directors and/or major corporate officers of theCorporation as its duly elected and/ or appointed directors or officersor vice-versa.

3. The foregoing is in accordance with the records of theCorporation in my possession.

IN WITNESS WHEREOF, I have executed this Secretary's Certificatethis 24thday of July 2018 at Makati City.

FLORENTINO M. HERRERA IIICorporate Secretary

REPUBLIC OF THE PHILIPPINES)MAKATI CITY )SS.

SUBSCRIBED AND SWORN to before me this 24thday of July 2018 atMakati City, affiant exhibited to me his Republic of the Philippines PassportNo. EC3606842issued on 7March 2015at DFA NCR East.

Doc. No. ~g(, .Page No. ;_J/9_;BookNo. ~Series of 2018:

...~~",'" "" " 'JJII •• : /J ____- S T L "\ ~GV':"';;\~~..···~...'!.C/~'. LE IRIS T. LUCIDO..: 'vv ••• '. v. •# Notary Publicfor Makati City::- ..' ".0 I, Appointment No. M-389# : ~ I, •N • I. Until 31 December 2018: *: OTARY PUBLIC: * ~ SfFSGVllBuilding, ..~ : ROLLNO 64413: ~ 6758 Ayala Avenue, Makati CItyI, ~ • • II Roll of Attorneys No. 64413~ -; ·0 ... ~ ~ PTR No. 6628743 / Makati / 11 January2018"~" •••:Ji;.,: mp LMNo. 013826 / Batangas / LifetimeMember'.":1)':'" ••••o~: MCLEComplianceNo. V-0020003.,_(9iY."p\-\\\.~~ NBINo. L230GLNS58-MA18411949

\\\"{.,,:"'--