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ARTICLES OF INCORPORATION AND BY-LAWS STOCK

CORPORATION
Articles of Incorporation
Of
WALANG FOREVER 22, INC.
(Name of the 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;
AND WE HEREBYCERTIFY:
FIRST: That the name of said corporation shall be
WALANG FOREVER 22, INC.;
SECOND: That the primary purpose for which such corporation is
incorporated is to engage in the business of sub-contracting, export,
import, purchase, sale and distribution of any form of commodities,
goods, or merchandise which may be the object of commerce such as
but not limited to ready- to-wear goods, footwear, accessories,
cosmetics and the like.
To conduct, undertake, and engage in the manufacture and
production of apparel or clothing of whatever kind, class or design,
both for domestic and foreign consumption, to market, distribute and
sell the same on wholesale or retail.
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
Door 5, Charlies Building, 123 Lacson St., Bacolod City, Negros
Occidental, 6100;

WALANG FOREVER 22, INC.

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 or December 8, 2065;
FIFTH: That the names, nationalities and residences of the
incorporators are as follows:
NAME

NATIONALITY

RESIDENCE

Katrina Tan

Filipino

Kabankalan City, Neg.


Occ.

Anna Lydia Ibonia

Filipino

Talisay City, Neg. Occ.

Gabriela Daguman

Filipino

Bacolod City, Neg. Occ.

Katrina Angelea
Cabaas

Filipino

Bacolod City, Neg. Occ.

Joshua William Su

Chinese

Bacolod City, Neg. Occ.

Jaysun Buensalida

British

Bacolod City, Neg. Occ

SIXTH: That the number of directors of the corporation shall be


eleven (11); and the names, nationalities and residences of the first
directors of the corporation are as follows:
NAME

NATIONALITY

RESIDENCE

Katrina Tan

Filipino

Kabankalan City, Neg.


Occ.

Anna Lydia Ibonia

Filipino

Talisay City, Neg. Occ.

Gabriela Daguman

Filipino

Bacolod City, Neg. Occ.

Katrina Angelea
Cabaas

Filipino

Bacolod City, Neg. Occ.

Joshua William Su

Chinese

Bacolod City, Neg. Occ.

Jaysun Buensalida

British

Bacolod City, Neg. Occ

WALANG FOREVER 22, INC.

SEVENTH: That the authorized capital stock of the corporation is


Fifty Million Pesos P50, 000, 000. 00 pesos in lawful money of the
Philippines, divided into Five Million (5, 000, 000) shares with the par
value of Ten (P10. 00) pesos per share;
EIGHT: That at least twenty five (25%) percent of the authorized
capital stock above has been subscribed as follows:
NAME OF
SUBSCRIBERS
Joshua William Su

NATIONALIT
Y
Chinese

NO. OF
SHARES
SUBSCRIBED

AMOUNT
SUBSCRIBED

500,000

P5, 000,
000.00

Jaysun Buensalida

British

250, 000

P2, 500,
000.00

Anna Lydia Ibonia

Filipino

250, 000

P2, 500,
000.00

Katrina Angelea
Cabaas

Filipino

250, 000

P2, 500,
000.00

Katrina Tan

Filipino

1, 000, 000

P10, 000,
000.00

2, 000, 000

P20, 000,
000.00

Gabriela Daguman

Filipino

NINTH: That the above-named subscribers have paid at least


twenty-five (25%) percent of the total subscription as follows:
NAME OF
SUBSCRIBERS

AMOUNT
SUBSCRIBED

Katrina Tan

P10, 000, 000.00

Anna Lydia Ibonia

P2, 500, 000.00

Gabriela Daguman

P20, 000, 000.00

TOTAL PAIDUP
P5, 000,
000.00
P2, 500,
000.00
P10, 000,
000.00

WALANG FOREVER 22, INC.

TENTH:
That Gabriela Daguman has been elected by the
subscribers as Treasurer of the Corporation to act as such until her
successor is duly elected and qualified in accordance with the by-laws,
and that as such Treasurer, she 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 7th day of December 2015, in the City of Bacolod,
Province of Negros Occidental, Republic of the Philippines.
JOSHUA WILLIAM SU
LYDIA IBONIA
TIN 123-456-789

JAYSUN BUENSALIDA

ANNA
TIN - 456-789-123

TIN 987-654-321
KATRINA ANGELEA
CABAAS
TIN 789-123-456

KATRINA TAN
TIN 654-321-987

GABRIELA
DAGUMAN
TIN - 321-456-789

(Names and signatures of the incorporators and TIN)


ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES }
}
S.S.

WALANG FOREVER 22, INC.

BEFORE ME, a Notary Public, for and in Bacolod City, Philippines,


this 7th day of December, 2015, personally appeared the following
persons:
Name
Joshua William Su
Jaysun Buensalida
Anna Lydia Ibonia
Gabriela Daguman
Katrina Angelea Cabaas
Katrina Tan

TIN/ID/Passport
No.
TIN 123-456789
TIN 987-654321
TIN - 456-789123
TIN - 321-456789
TIN 789-123456
TIN 654-321987

Date &
Place Issued
July 10, 2014
July 11, 2014
July 10, 2014
July 11, 2014
July 11, 2014
July 10, 2014

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


the foregoing Articles of Incorporation constituting of ten (10) 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 abovewritten.

NOTARY PUBLIC
Doc. No. 25
Page No. 10
Book No. XI
Series of 2015
TREASURERS AFFIDAVIT
REPUBLIC OF THE PHILIPPINES
)
CITY OF BACOLOD
) S.S
PROVINCE OF
NEGROS OCCIDENTAL )
I, Gabriela Daguman, being duly sworn to, depose and say:

WALANG FOREVER 22, INC.

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 subscriptions has been paid,
and received by me, in cash or property, in the amount
of______________________________ in accordance with the Corporation
Code

____________________________________
GABRIELA DAGUMAN
SUBSCRIBED AND SWORN to before me, a Notary Public, for and
in the City of Bacolod, Province of Negros Occidental this 7 th day of
December 2015; by _________________ with Res. Cert. No. 123456 issued
at Bacolod City on January 10, 2015.
ANGELIE GANDA DE LEON
NOTARY PUBLIC
My commission expires on January 9,
2016
Doc. No. 20
Page No. 04
Book No. VII
Series of 2015