ARTICLES OF INCORPORATION OF

ABC MERCHADISING INC.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and a majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a
(stock) (non-stock) corporation under the laws of the Republic of the
Philippines;
AND WE HEREBY CERTIFY:
FIRST: That the
MERCHANDISING INC.

name

of

said

corporation

shall

be

ABC

SECOND: A. That the purpose or purposes for which such corporation

is incorporated are:
To engage in, conduct and carry on the business of buying,
selling, distributing, marketing at wholesale or retail in so far as may
be permitted by law all kinds of goods, commodities, wares and
merchandise of every kind and description; to enter into all kinds of
contracts for the export, import, purchase, acquisition, sale at
wholesale or retail and other dispositions for its own account as
principal or representative capacity as manufacturing representatives,
merchandise broker, indentor, commission merchant, factors or agents
upon consignment of all kinds of goods, wares, merchandise or
product whether natural or artificial.
B. That the corporation shall have all the express powers of a
corporation as provided for under Section 36 of the Corporation Code of the
Philippines.
THIRD: That the principal office of the corporation is located in the City
of Cebu, Philippines.
FOURTH: That the term for which said corporation is to exist is FIFTY
(50) years from and after the date of issuance of the certificate of
incorporation.
FIFTH: That the names, nationalities
incorporators of the corporation are as follows.
Name

Nationality

and

residences

of

Residence

the

1. Bregette Magdoza
City
2. Marianne Audrey Mahusay
City
3. Laarni Maglasang

Mandaue

Filipino

Mandaue

Filipino

4. Sherlyn Niere
City
5. Sarah Jane Semblante

Filipino

Cebu City

Filipino

Mandaue

Filipino

Mandaue City

SIXTH: That the number of directors or trustees of the corporation shall

be five (5) who are also incorporators.
SEVENTH: That the authorized capital stock of the corporation is ONE
MILLION (P1,000,000.00) PESOS in lawful money of the Philippines, divided
into 10,000 shares with the par value of ONE HUNDRED (P100.00) pesos per
share.
EIGHTH: That at least twenty five (25%) per cent of the authorized
capital stock above stated has been subscribed as follows:
Name

Nationality No of Shares
Amount
subscribed
paid

Amount
subscribed

1. Bregette Magdoza
Filipino
2. Marianne Audrey Mahusay Filipino

1000
1000

P100,000
P100,000

P100,000
P100,000

3. Laarni Maglasang

Filipino

1000

P100,000

P100,000

4. Sherlyn Niere

Filipino

1000

P100,000

P100,000

5. Sarah Jane Semblante

P100,000

Filipino

1000

P100,000

NINTH: That no transfer of sock or interest which would reduce the

ownership of Filipino citizens to less 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.

TENTH: That AURA BERN YSULAN has been elected by the subscribers
as Treasurer of the Corporation to act as such until his successor is duly
elected and qualified in accordance with the by-laws, and that as such
Treasurer, he has been authorized to receive for and in the name and for the
benefit of the corporation, all subscription paid or given by the subscribers.
ELEVENTH: That the incorporators undertake to change the name of
the corporation 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 misleading, deceptive, confusingly similar to a registered
name, or contrary to public morals, good customs or public policy.
IN WITNESS WHEREOF, we have hereunto signed these Articles of
Incorporation, this 24th day of April, 2015 in the City of Cebu, Philippines.

BREGETTE MAGDOZA
MAHUSAY

LAARNI MAGLASANG

MARIANNE

AUDREY

SHERLYN NIERE

SARAH JANE SEMBLANTE

SIGNED IN THE PRESENCE OF:

_______________________

_______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

City of Cebu

)
)S.S.

BEFORE ME, a Notary Public for and in the City of Cebu, personally appeared:
Name

TIN NO.

Date Issued

1. Bregette Magdoza
111-111-111-000
January 2, 2015
2. Marianne Audrey Mahusay 222-222-222-000
January 3, 2015
3. Laarni Maglasang
333-333-333-000
January 4, 2015
4. Sherlyn Niere `
5. Sarah Jane Semblante

444-444-444-000
January 5, 2015
555-555-555-000
January 6, 2015

Known to me and to me known to be the same persons who executed

the foregoing instrument and acknowledged to me that the same are their
free act and voluntary deed.
This instrument, consisting of ___ (___) pages, including the page on
which this acknowledgment is written, has been signed on the left margin of

each and every page thereof by the concerned parties and their witnesses,
and sealed with my notarial seal.
WITNESS MY HAND AND SEAL on this 24 th day of April 2054 at the City
of Cebu, Philippines.
ATTY. JUAN DE LA CRUZ
Notary Public for the City of
Cebu
until December 31, 2016
Serial No. of Commission:
000001
Roll No.: _____
PTR No.: ______
Issued on/at: ______
IBP no. _________
Issued on/at:_______
MCLE No.: _______
Doc. No. ___;
Page No. ___;
Book No. ___;
Series of 2015.
TREASURERS AFFIDAVIT
REPUBLIC OF THE PHILIPPINES
)
CITY OF CEBU
) S.S.
I, AURA BERN YSULAN, being duly sworn, 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
subscription has been paid, and received by me, in cash or property, in the
amount of not less than P5,000.00, in accordance with the Corporation Code.
This is also to authorize the Securities and Exchange Commission and
Bangko Sentral ng Pilipinas to examine and verify the deposit in the Bank of
the Philippine Islands- Ayala Branch, in my name as treasurer in trust for ABS
MERCHANDISING INC. in the amount of FIVE HUNDERED THOUSAND PESOS
(P500,000.00) representing the paid-up capital of the corporation which is in
the process of incorporation. This authority is valid and inspection of aid
deposit may be made even after the issuance of the Certificate of

Incorporation to the corporation. Should the deposit be transferred to

another bank prior to or after, this will serve as authority to verify and
examine the pertinent books and records of accounts of the corporation as
well as all supporting papers to determine the utilization and disbursement
of the said paid-up capital.
In case the said paid-up capital is not deposited or withdrawn prior to
the approval of the articles of incorporation, I, on behalf of the above named
corporation, waive our right to a notice and hearing in the revocation of our
Certificate of Incorporation.

AURA BERN YSULAN

Treasurer

SUBSCRIBED AND SWORN before me, a Notary Public, for and in the
City Cebu, Philippines, this 24th day of April, 2015; by AURA BER YSULAN
with TIN NO. 123-456-789-000 issued at Cebu City on January 7, 2015.

ATTY. JUAN DE LA CRUZ

Notary Public for the City of
Cebu
until December 31, 2016
Serial No. of Commission:
000001
Roll No.: _____
PTR No.: ______
Issued on/at: ______
IBP no. _________
Issued on/at:_______
MCLE No.: _______
Doc. No. ___;
Page No. ___;
Book No. ___;
Series of 2015.

TREASURERS AFFIDAVIT WITH FOREIGN SUBSCRIBER

REPUBLIC OF THE PHILIPPINES
)
CITY OF CEBU
) S.S.

I, Aura Bern Ysulan, Filipino, of legal age, single and a resident of

Paseo Ezperanza, Maria Luisa, Cebu City, Philippines, after being sworn to in
accordance with law, depose and state:

That I have been elected by the subscribers of the ABC Merchandising

Inc., as Treasurer thereof, to act as such until my successor have 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 twenty-five
(25%) percent of the authorized capital stock has been subscribed and at
least twenty-five (25%) percent of the subscription has been paid and
received by me in cash for the benefit and credit of the corporation.
That one of the subscribers, John F. Doe, is an US citizen and he has
subscribed to 500 shares with a total value of FIFTY THOUSAND (P 50,
000.00) PESOS ad has fully paid his subscription in Philippine Currency which
amount was duly received by me to the benefit and credit of the corporation.
This is also to authorize the Securities and Exchange Commission
(SEC) and Bangko Sentral ng Pilipinas (BSP) to examine and verify the
deposit in the Bank of the Philippine Islands- Ayala Branch in my name as
Treasure-in-Trust for ABC Merchandising Inc. in the amount of FIVE HUNDRED
FIFTY THOUSAND (P 550, 000.00) PESOS representing the paid-up capital of
the said corporation which is in the process of incorporation. This authority is
valid and inspection of said deposit may be made even after the issuance of
the Certificate of Incorporation to the corporation. Should the deposit be
transferred to another bank prior to or after, this will serve as authority to
verify and examine the pertinent books and records of accounts of the
corporation as well as all supporting papers to determine the utilization and
disbursement of the said paid-up capital.
AURA BERN YSULAN
Treasurer-in-Trust

SUBSCRIBED AND SWORN before me, a Notary Public, for and in the
City Cebu, Philippines, this 24th day of April, 2015; by AURA BER YSULAN
with TIN NO. 123-456-789-000 issued at Cebu City on January 7, 2015.
ATTY. JUAN DE LA CRUZ
Notary Public for the City of
Cebu
until December 31, 2016
Serial No. of Commission:
000001
Roll No.: _____
PTR No.: ______
Issued on/at: ______

IBP no. _________

Issued on/at:_______
MCLE No.: _______
Doc. No. ___;
Page No. ___;
Book No. ___;
Series of 2015.