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ARTICLES OF INCORPORATION

OF

HARVESTQUEEN PACKAGING PRODUCTS MANUFACTURING


INCORPORATED

KNOW ALL MEN BY THESE PRESENTS:

That we, all of legal age, citizens and residents of the Republic of the Philippines,
have this day voluntarily associated ourselves together for the purpose of forming a
corporation under the laws of the Philippines.

AND WE HEREBY CERTIFY:

FIRST: That the name of the said corporation shall be:

HARVESTQUEEN PACKAGING PRODUCTS MANUFACTURING


INCORPORATED.

SECOND:

A. That the primary purpose of this corporation is:

To engage in, conduct and carry on the business of manufacturing paper and
paperboard-based packaging products, as well as, other packaging materials.

B. The secondary purposes of the corporation are:

1. To purchase, acquire, own, lease, use, possess, sell, transfer, assign and
convey real properties such as land, buildings, factories and warehouses and
machinery, equipment and other personal properties as may be necessary or
incidental to the conduct of the corporate business, and to pay in cash, shares of its
capital, debentures and other evidences of indebtedness, or other securities, as may
be deemed expedient, for any business or property acquired by the corporation;

2. To borrow or raise money necessary to meet the financial requirements of its


business by the issuance of bonds, promissory notes and other evidences of
indebtedness, and to secure the repayment thereof by mortgage, pledge, deed of
trust or lien upon the properties of the corporation or to issue, pursuant to law,
shares of its capital stock, debentures and other evidences of indebtedness in
payment for properties acquired by the corporation or for money borrowed in the
prosecution of its lawful business;
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3. To invest and deal with the money and properties of the corporation in such
manner as may from time to time be considered wise or expedient for the
development of its interests and to sell, dispose or transfer the business, properties
and goodwill of the corporation or any part thereof for such consideration and under
such terms as it shall see fit to accept;

4. To aid, in any manner, any individual, firm, corporation, association, or trust


estate, domestic or foreign, wherein shares of stock, bonds debentures, notes,
securities, evidences of indebtedness, contracts or obligations are held by or for this
corporation, directly or indirectly or through other corporations or otherwise;

5. To enter into any lawful arrangement for sharing profits, union of interest,
unitization or farm-out agreement, reciprocal concession, or cooperation with any
corporation, association, partnership, syndicate, entity, person or governmental,
municipal or public authority, domestic or foreign, in carrying on any business or
transaction deemed necessary, convenient or incidental to carrying out any of the
purposes of this corporation;

6. To acquire or obtain from any government authority, national, provincial,


municipal or otherwise, or from any corporation, company or partnership or person,
such charter, contracts, franchise, privileges, exemption, licenses and concessions as
may be conducive to any of the object of the corporation;

7. To establish and operate one or more branch offices or agencies and to carry
on any or all of its operations and business without any restrictions as to place or
amount, including the right to hold, purchase or otherwise acquire, lease, mortgage,
pledge and convey or otherwise deal in and with any personal or real property, except
land, and anywhere within the Philippines;

8. To do or cause to be done any one or more of the acts and things herein set
forth as its purposes, within or outside the Philippines, and in any and all foreign
countries and to do everything necessary, desirable or incidental to the
accomplishment of the purposes or the exercise of any one or more powers herein
enumerated, or which shall at any time;

9. To acquire, maintain and dispose of properties necessary to keep the company


in operation and to perform other acts and things secondary or incidental to the
primary purpose of the corporation; and

10. To distribute the surplus profits of the corporation to the stockholders thereof
in kind, namely, properties of the corporation, particularly any share of stock,
debentures, or securities of other companies belonging to this corporation.

C. 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.

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THIRD: That the place where the principal office of the corporation is to be
established is at: Lots 1 and 2, Block 3, Phase 7, Laguna Technopark Special
Economic Zone, Biñan, Laguna.

FOURTH: That the term of 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 Residence


Chan, Harvey T. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Chan, Lowell T. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Tan, Lily C. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Robles, Jenny C. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Chan, John L. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Chan, Wendel L. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Chan, Lawrence C. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City

SIXTH: That the number of directors of the corporation is Seven (7) 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 Residence


Chan, Harvey T. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Chan, Lowell T. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Tan, Lily C. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Robles, Jenny C. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Chan, John L. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City

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Chan, Wendel L. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City
Chan, Lawrence C. Filipino 123 4th St., corner 10th Avenue,
Grace Park, Caloocan City

SEVENTH: That the authorized capital stock of the corporation is FIVE


HUNDRED MILLION PESOS (PhP 500,000,000.00) in lawful money of the
Philippines, divided into FIVE HUNDRED THOUSAND (500,000.00) shares with
the par value of ONE THOUSAND (PhP 1,000.00) pesos per share.
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:

Name Nationality No. of Amount Amount


Shares Subscribed Paid
Subscribed
Harvest Filipino 124,930 PhP124,930,000 PhP31,232,500
Press, Inc.
Harvey T. Filipino 10 PhP10,000 PhP2,500
Chan
Lowell T. Filipino 10 PhP10,000 PhP2,500
Chan
Lily C. Tan Filipino 10 PhP10,000 PhP2,500

Jenny C. Filipino 10 PhP10,000 PhP2,500


Robles
John L. Filipino 10 PhP10,000 PhP2,500
Chan
Wendel L. American 10 PhP10,000 PhP2,500
Chan
Lawrence Filipino 10 PhP10,000 PhP2,500
C. Chan
TOTAL 125,000 PhP125,000,000 PhP31,250,000

NINTH: That no transfer of stock or interest which would 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.

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 and in the

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name and for the benefit of the corporation, all subscriptions paid in 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 set our hands this __ th day of __2015, at


______ City, Philippines.

____________________ ___________________
Harvey T. Chan Lowell T. Chan
TIN 127-195-906 TIN 108-934-843

_____________________ ___________________
Lily C. Tan Jenny C. Robles
TIN 129-295-608 TIN 103-931-215

_____________________ ___________________
John L. Chan Wendel L. Chan
TIN 116-173-694 TIN 155-564-182

_____________________
Lawrence C. Chan
TIN 132-831-676

WITNESSESES:

____________________ ______________________

ACKNOWLEDGMENT

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Republic of the Philippines ) S.S.
Quezon City )

BEFORE ME, a Notary Public in and for Quezon City, on ____ 2015, exhibiting
competent proof of identity, personally appeared:

NAMES TIN Date and Place Issued


Harvey T. Chan 127-195-906 Caloocan City
Lowell T. Chan 108-934-843 Caloocan City
Lily C. Tan 129-295-608 Caloocan City
Jenny C. Robles 103-931-215 Caloocan City
John L. Chan 116-173-694 Caloocan City
Wendel L. Chan 155-564-182 Caloocan City
Lawrence C. Chan 132-831-676 Caloocan City

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.

Doc. No. _______;


Page No. _______;
Book No. _______;
Series of 2015.

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