Articles of Incorporation

Of

FS Dental Clinic and Aesthetic Center Inc.

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

FS Dental Clinic and Aesthetic Center Inc.

SECOND: That the primary purpose for which such corporation is incorporated:
To operate a dental clinic. Secondary Purpose: To provide beauty and wellness
services including but not limited to facial aesthetic treatments, laser treatments
and other techniques. Provided that the dental services shall be performed by
qualified dental medical doctors.

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

Eton Mall WestEnd Square Yakal Street corner Chino Roces Avenue San
Antonio CITY OF MAKATI, FOURTH DISTRICT, NCR, Philippines, 1203

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

FIFTH: That the names, nationalities and residences of the incorporators are as follows:
NAME NATIONALITY RESIDENCE
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Unit 44B Tower 1 Salcedo Park Condominium 121 HV Dela Costa

Farzaneh
Filipino Street Salcedo Village Bel-Air CITY OF MAKATI, FOURTH
Shamsi
DISTRICT, NCR, Philippines, 1233

Unit 44B Tower 1 Salcedo Park Condominium 121 HV DELA COSTA

Shahideh
Filipino STREET SALCEDO VILLAGE Bel-Air CITY OF MAKATI,
Nikbin
FOURTH DISTRICT, NCR, Philippines, 1233
 Farahnaz Filipino
Shamsi Unit 1012 Tower 3 Avida Towers Centera Edsa cor. Reliance Highway
Hills CITY OF MANDALUYONG, SECOND DISTRICT, NCR,
Philippines, 1550

Farhad Block 39 Lot 7 Waling Waling Pembo CITY OF MAKATI, FOURTH

Filipino
Shamsi DISTRICT, NCR, Philippines, 1218

7G Signa Designer Residence Tower 1 Rufino St. Cor. Valero Salcedo

Fransisca
Indonesian Village Pembo CITY OF MAKATI, FOURTH DISTRICT, NCR,
Sutanto
Philippines, 1233

SIXTH: That the number of directors of the corporation shall be 5 ; and the names,
nationalities and residences of the first directors of the corporation are as follows:
NAME NATIONALITY RESIDENCE

Unit 44B Tower 1 Salcedo Park Condominium 121 HV Dela Costa

Farzaneh
Filipino Street Salcedo Village Bel-Air CITY OF MAKATI, FOURTH
Shamsi
DISTRICT, NCR, Philippines, 1233

Unit 44B Tower 1 Salcedo Park Condominium 121 HV DELA COSTA

Shahideh
Filipino STREET SALCEDO VILLAGE Bel-Air CITY OF MAKATI,
Nikbin
FOURTH DISTRICT, NCR, Philippines, 1233

Unit 1012 Tower 3 Avida Towers Centera Edsa cor. Reliance Highway
Farahnaz
Filipino Hills CITY OF MANDALUYONG, SECOND DISTRICT, NCR,
Shamsi
Philippines, 1550
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Farhad Block 39 Lot 7 Waling Waling Pembo CITY OF MAKATI, FOURTH

Filipino
Shamsi DISTRICT, NCR, Philippines, 1218
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7G Signa Designer Residence Tower 1 Rufino St. Cor. Valero Salcedo

Fransisca
Indonesian Village Pembo CITY OF MAKATI, FOURTH DISTRICT, NCR,
Sutanto
Philippines, 1233

SEVENTH: That the authorized capital stock of the corporation is Fifty Million Pesos
(P50,000,000.00) in lawful money of the Philippines, divided into:

a. TWENTY MILLION (20,000,000) common voting shares with par value of One
Pesos (P1.00) per share; and
 b. THIRTY MILLION (30,000,000) preferred voting shares with par value of One
Pesos (P1.00) per share;

EIGHTH: That at least twenty five (25%) percent of the authorized capital stock above has been
subscribed as follows:

SHARE NO. OF SUBSCRIBED

NAME NATIONALITY
TYPE SHARES AMOUNT
Farzaneh Shamsi Filipino Common 8,250,000 P8,250,000.00
Shahideh Nikbin Filipino Common 8,250,000 P8,250,000.00
Farahnaz Shamsi Filipino Common 1,300,000 P1,300,000.00
Farhad Shamsi Filipino Common 200,000 P200,000.00
Fransisca
Indonesian Common 2,000,000 P2,000,000.00
Sutanto
20,000,000 P20,000,000.00

NINTH: That the above-named subscribers have paid at least twenty-five (25%) percent of the
total subscription as follows:
TOTAL
PAID UP ADDITIONAL MODE OF
NAME NATIONALITY AMOUNT
CAPITAL PAID-IN CAPITAL PAYMENT
PAID
Farzaneh
Filipino P1,500,000.00 P0.00 P1,500,000.00 Cash
Shamsi
Shahideh
Filipino P1,500,000.00 P0.00 P1,500,000.00 Cash
Nikbin
Farahnaz
Filipino P500,000.00 P0.00 P500,000.00 Cash
Shamsi
Farhad
Filipino P20,000.00 P0.00 P20,000.00 Cash
Shamsi
Fransisca
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Indonesian P2,000,000.00 P0.00 P2,000,000.00 Cash

Sutanto
P5,520,000.00 P0.00 P5,520,000.00

TENTH: That Shahideh Nikbin has been elected by the subscribers as Treasurer of the
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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 subscriptions or
donations paid or given by the subscribers.

ELEVENTH: 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.

TWELFTH: That 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.

Name TIN/Passport No. Signature

Farzaneh Shamsi 232 472 670 000

Shahideh Nikbin 296 450 549 000

Farahnaz Shamsi 414 417 928 000

Farhad Shamsi 294 872 709 000

Fransisca Sutanto 411 620 356 000

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 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/ID/Passport No. Date & Place Issued

Farzaneh Shamsi 232 472 670 000

Shahideh Nikbin 296 450 549 000

Farahnaz Shamsi 414 417 928 000

Farhad Shamsi 294 872 709 000

Fransisca Sutanto 411 620 356 000

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.

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NOTARY PUBLIC
Doc. No. ______;

Page No. ______;

Book No. ______;

Series of ______.