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ARTICLES OF INCORPORATION

OF
DIPASUPIL CONSTRUCTION & TRADING CORPORATION

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.
THAT WE HEREBY CERTIFY:
FIRST:

The name of this corporation shall be:

DIPASUPIL CONSTRUCTION & TRADING CORPORATION


SECOND:
are as follows:

That the purpose for which said Corporation is formed


PRIMARY

To engage in general construction and other allied businesses


including the constructing, enlarging, repairing, removing, developing, or
otherwise engaging in any work upon buildings, roads, highways,
manufacturing plants, bridges, airfields, piers, dock, mines, shafts,
waterworks, railroads, railways structures, all iron, steel, wood, masonry,
and earth construction, and to make, execute, bid for and take or receive
contracts r assignment of contracts therefore, or in relation thereto, or
connected therewith and to manufacture and furnish building materials
and supplies connected therewith, and doing of any and all other business
and contracting incidental thereto or connected therewith and the doing
and performing of any and all acts and things necessary, proper or
convenient for and incidental to the furtherance and/or implementation of
the purposes therein mentioned..
SECONDARY
(1)
To deal, engage and transact, directly or indirectly, all forms of
business and mercantile acts and transactions concerning all kinds of real
or personal property, movables, semi-movables, goods, wares, chattels,
choses in action, tangible and intangible property, technical and industrial

equipment and machineries, personal and real rights, commercial papers


and documents, securities, evidences of indebtedness or representatives
of value or other forms of obligations, services, and all things, including
future ones, which are not excluded from the commerce of man or which
are not contrary to law or good morals;
(2)
To borrow or raise money or funds for the purpose of the
Corporation, and in pursuance thereof, to issue mortgages,
hypothecations, deeds of trust, debentures, bonds, liens, or other
obligations of the Corporation, either at par, premium or discount, secured
by all or part of the revenues, rights, interests and properties of the
Corporation, and to change or vary from time to time any such mortgages,
obligations and securities.
(3)
To acquire for itself or in behalf of other parties, and to invest
in, hold, sell or otherwise dispose of stocks, bonds, debentures,
certificates or other securities of any corporation, domestic or foreign, or
other persons, in the same manner and to the same extent as juridical
persons might or could do, and while the owner or holder of such stocks,
bonds or other securities, to exercise all rights, privileges and powers
appurtenant thereto; without dealing in securities or engaging in stock
business;
(4)
To apply for, obtain, register, lease, license, purchase or
otherwise acquire, and to hold, use, operate, sell, assign and dispose of
any trademark, tradename, trade secrets, formulas, patents, inventions,
copyrights and processes used in connection with or secured under
letters, patents, copyrights, domestic or foreign;
(5)
To buy, sell, rent manufacture, install, use, operate and
generally deal in and with machines, devices, apparatuses, inventions,
gadgets and other kinds of technical or industrial equipment or
improvement within the commerce of man;
(6)
To make, enter into and ratify and confirm, undertake and
perform all kinds of lawful contracts with any person, firm or corporation
without limit as to amount and conditions including but not limited to,
contracts creating rights, encumbrances, liens , easements, servitudes
and other privileges respecting any property or girth of any kind owned by
the Corporation , and
(7)
To do all such other things and acts as are necessary or
impliedly included, incidental or conductive to the attainment of the above
objects or any of them, or which may be conveniently carried on or done
in connection therewith, or which may be directly or indirectly enhance
the value of or render profitable any business of the Corporation, provided
always that nothing shall be done in connection with any of the above
objects of the Corporation which is prohibited by the laws of the
Philippines now or hereafter existing, and provided further that the funds

of the Corporation invested for one purpose shall not be diverted to


another purpose except in accordance with the Corporation Law of the
Philippines.
THIRD:
That the place where the principal office of the
corporation is to be established is at:
No. /Street: 310 De Dios Street Sta Mesa Boulevard (If applicable)
City/Town:

Manila

Province: Metro Manila

FOURTH: That the term for which the 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 and residences of the
incorporators are as follows:
Name

Nationality

Address

Manuel A. Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

Marietta S. Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

Jess Anthony S.
Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

Ma. Anthony S.
Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

John Anthony S.
Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

SIXTH: That the number of directors of said corporation shall be five (5)
and that the names, nationalities and residences of the first directors who
are to serve until their successors are elected and qualified as provided by
the by-laws are as follows:
Name

Nationality

Address

Manuel A. Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

Marietta S. Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

Jess Anthony S.
Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

Ma. Anthony S.
Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

John Anthony S.
Dipasupil

Filipino

310 De Dios Street


Santa. Mesa Boulevard
Manila City

SEVENTH: That the authorized capital stock of the corporation is


_________________ (P _______________.00) in lawful money of the Philippines,
divided into Five Hundred Thousand (___________) shares with the par
value of One Hundred Pesos (_____________) per share.
The subscribers shall have the pre-emptive or preferential right of
subscription to any increase in the authorized capital stock of the
Corporation or to any obligation convertible into stock newly issued by the
Corporation in accordance with the respective shareholdings of each
shareholder at the date of such increase or at the date such obligation is
incurred, as the case may be.
Any decrease in authorized capital stock shall likewise be pro-rated
among the shareholders.
In the event that any shareholder wishes to sell or otherwise
transfer his/her/its shares to a bonafide outside purchaser, such
shareholder must first offer in writing such shares on the same terms and
conditions to the remaining shareholders or their qualified assignee(s), on
a pro-rata basis, indicating the name of the potential outside purchaser,
the price, and the conditions of payment. If the potential purchaser is not
acceptable to the other shareholders, such shareholders shall suggest
another purchaser who is mutually acceptable. If no acceptable new
purchaser is found within thirty (30) days from the date the original offer
is made, the shareholders objecting to the sale or transfer shall either
withdraw their objection or purchase/assign the shares in proportion to
their respective shares or move for the dissolution of the Corporation. If
the shares are offered to the objecting shareholders as provided in this
4

Clause, the objecting shareholders shall have the right to require the
offering shareholder to purchase/assign his shares at the same price and
terms and conditions as those offered to him. If the counter offer is not
accepted, the party objecting to the sale may move for the dissolution of
the Corporation and the other party shall agree to dissolve the
Corporation.
No shareholder shall be allowed to neither pledge nor mortgage its
shares.
EIGHTH:
That at least 25% of the authorized capital stock has
been subscribed and at least 25% of the total subscription has been paid
as follows:

Nationali
ty

No. of
share
s
Subsc
ri-bed

Amount
Subscribed

Amount
paid

Manuel S. Dipasupil

Filipino

_______

___________

___________

Marietta S. Dipasupil

Filipino

_______

___________

___________

Jess Anthony S.
Dipasupil
Ma. Anthony S.
Dipasupil
John Anthony S.
Dipasupil

Filipino

_______

___________

___________

Filipino

_______

___________

___________

Filipino

_______

___________

___________

Name

NINTH:
No transfer of stock or interest which would reduce the
stock 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 corporation and this
restriction shall be indicated in the stock certificates issued by the
corporation.
TENTH: That _________________ 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 in and in the name and
for the benefit of the corporation, all subscriptions paid by the subscribers.

ELEVENTH:
That the corporation manifests its willingness to
change its corporate name in the event another person, firm or entity has
acquired a prior right to use the said name or one deceptively or
confusingly similar to it.
In Witness Whereof, we have set our hands this ____ day of
September_ 2013 at Makati City.

_____________________________
Manuel S. Dipasupil

_______________________________
Marietta S. Dipasupil

_____________________________
Jess Anthony S. Dipasupil
Dipaasupil

____________________________
Ma. Anthony S.

___________________________
John Anthony S. Dipasupil

WITNESSES:

______________________

________________________

(All incorporators appearing on the fifth article and two witnesses should affix
their signatures on the blanks provided in this page above their respective
names)

ACKNOWLEDGEMENT
Republic of the Philippines)
Makati City
) S.S.
BEFORE ME, a Notary Public in and for San Juan City, Philippines,
this _______ day of ____________ 2013 personally appeared:
Name

CTC No.

Date & Place Issued

Manuel S. Dipasupil

____________

____________

Marietta S. Dipasupil

____________

____________

Jess Anthony S. Dipasupil

____________

____________

Ma. Anthony S. Dipasupil

____________

____________

John Anthony S. Dipasupil

____________

____________

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


the foregoing Articles of Incorporation and they acknowledged to me that
the same is their free and voluntary act and deed.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed
my notarial seal on the date and at the place first above written.

NOTARY PUBLIC
Doc. No. _______;
Page No. _______;
Book No. _______;
Series of 2013.