ARTICLES OF INCORPORATION

OF
Toys n Games R Us, Inc.
(Name of 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 corporation under the laws of the Republic of
the Philippines.
THAT WE HEREBY CERTIFY:
FIRST: The name of the said corporation shall be:
Toys n Games R Us, Inc.

SECOND: A. That the purpose or purposes for which such corporation is incorporated are:
1. To sell toys and other accessories for children.
2. To sell related merchandise for children
THIRD: That the place where the principal office of the corporation is to be established is at:
No. /Street : 551 Miciano Rd, Dumaguete City, Negros Oriental
City/Town
Dumaguete City
Province
Negros Oriental
FOURTH: That the term for which the corporation is to exit 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 of the corporation are as
follows:
Name

Nationality

1. James R.Hetfield

American

2. Jaapar S. Sababan

Filipino

3. Maria O. Clara
Janet R. Cruz
4.

Filipino
Filipino

Residence
(Complete Address)
23 St., Bgy Jordan, Angeles,
Pampanga
56 Bgy Bantayan, Dumaguete City,
Negros Oriental
123 Bgy Piapi, Dumaguete City,
Negros Oriental
68 Bgy Looc, Dumaguete City,
Negros Oriental

23 Bgy Bantayan, Dumaguete City,

Negros Oriental Balibago, A.C

Filipino

5. Rosario P. Rosario

SIXTH: That the number of directors of the corporation shall be five (5) and that the names,
nationalities and residences of the first directors of the corporation are as follows:
Name

Nationality

1. James R.Hetfield

American

2. Jaapar S. Sababan

Filipino

3. Maria O. Clara
Janet R. Cruz
4.

Filipino

5. Rosario P. Rosario

Filipino

Residence
(Complete Address)
23 St., Bgy Jordan, Angeles, Pampanga
56 Bgy Bantayan, Dumaguete City,
Negros Oriental
123 Bgy Piapi, Dumaguete City,
Negros Oriental
68 Bgy Looc, Dumaguete City,
Negros Oriental
23 Bgy Bantayan, Dumaguete City,
Negros Oriental Balibago, A.C

Filipino

SEVENTH: The authorized capital stock of the corporation is PESOS: FIVE HUNDRED
THOUSAND (P500,000.00) in lawful money of the Philippines, divided into FIVE THOUSAND
(5,000) SHARES, with a par value of PESOS: ONE HUNDRED (PHP 100.00) per share.
EIGHTH: At least 25% of the authorized capital stock has been subscribed and at least 25% of the
total subscription has been paid as follows:

No of Shares
Subscribed

Amount
Subscribed

Amount
Paid

Name

Nationality

James R. Hetfield

U. S.

600

P60,000.00

P35,000.00

Rosario P. Rosario

Filipino

735

P7,350.00

P2,000.00

Janet R. Cruz

Filipino

50

P5,000.00

P200.00

Maria O. Clara

Filipino

50

P5,000.00

P200.00

Jaapar S. Sababan

Filipino

65

P6,000.00

P100.00

1,500

P150,000.00

P37,500.00

Total

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 stocks certificates issued by the corporation.
Furthermore, no transfer of stock in favor of parties other than existing stockholders shall be
registered in the books of the corporation unless the same is first tendered to the corporation or other
existing stockholders under the same terms and conditions, the same offer to be effective for a period
not exceeding thirty (30) days from such tender.
TENTH : That James L. Curry 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 of the corporation, all
subscriptions paid in by the subscribers.
ELEVENTH: 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 firm name or one deceptively
or confusingly similar to it.
IN WITNESS WHEREOF, we have set our hand this 8th day of February 2016 in Dumaguete City,
Negros Oriental.
Rosario P. Rosario

Janet R. Cruz

Maria O. Clara

Jaapar S. Sababan
James R. Hetfield

REPUBLIC OF THE PHILIPPINES )

City of Bais
) S.S.
BEFOREME,aNotaryPublicforandintheabovejurisdiction,this8thdayof February,2016,personally
appeared:
Name
1.) Rosario P. Rosario
2.) Janet R. Cruz
3.) Maria O. Clara
4.) Jaapar S. Sababan
5.) James R. Hetfield

Driver's LicenseNo.
1236944
6594949
9874166
5498958
69898565

Date/PlaceIssued
02/6/2014, Dumaguete City
03/07/2014 Dumaguete City
04/05/2015 Dumaguete City
05/23/2014 Dumaguete City
01/03/2015 Cebu City

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

Doc. No. __
Page No. __
Book No. __
Series of 20___

NOTARY PUBLIC
402 ABC Building, Bais City
Commission Serial No.909809
Until December 31, 2016
PTR12345
IBP No. 32142
Roll No. 34896

Treasurer's Affidavit
REPUBLIC OF THE PHILIPPINES )
City of Dumaguete
)S.S.
I, Pororo D. Penguin, of legal age, single and a resident of Dumaguete City, after 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 subscription
has been paid, and received by me in cash for the benefit and credit of the corporation.
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 ,DUMAGUETE
CITY, QUEZON PARK branch, in my name as treasurer in trust for Toys n Games R Us, Inc.
in the amount of Thirty Seven Thousand PESOS ONLY (P37,000) 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 incorporation, this will also serve as authority to verify and examine the same. The
representative of the Securities and Exchange Commission is also authorized to 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, in behalf of the above named corporation, waive our right to a notice and hearing in
the revocation of our Certificate of Incorporation.
In witness hereof, I hereunto affix my signature this 7th Day of February, 2016, in Dumaguete City,
Philippines.
Pororo D. Penguin
Treasurer
Passport: No.46895656
Issued on: May 31, 2015
Issued at: Manila, Philippines
Expires on: December 31, 2018

SUBSCRIBED AND SWORN TO before me, a notary in the Province and City of Cebu, personally
appeared above name with her Community Tax Certificate Number as shown above, who is
personally known to me to be the same and/ or identified through competent evidence of identity as
defined by Rules on Notarial Practice, who presented the foregoing instrument and signed the
instrument in my presence, and who took an oath before me as to such instrument. Witness my hand
and seal this on February 8, 2016.
Doc. No. __
Page No. __
Book No. __
Series of 20___

NOTARY PUBLIC
402 ABC Building, Bais City
Commission Serial No.909809
Until December 31, 2016
PTR12345
IBP No. 32142
Roll No. 34896