ARTICLES OF PARTNERSHIP

OF
LOPEZ & SEMBLANTE CO.

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, all of the legal age, residents and citizens of the
Republic of the Philippines, have on this day voluntarily associated ourselves together for
the purpose of forming a general partnership under the following terms and conditions
subject to existing and applicable laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY:

ARTICLE I.

That the name of the partnership shall be LOPEZ & SEMBLANTE CO. and shall
transact business under the said company name.

ARTICLE II.

That the principal office of the partnership shall be located at Tulips Center
Building, A.S. Fortuna Street, Mandaue City, Cebu.

ARTICLE III.

That the names, citizenship and residence of the partners of the said partnership
are as follows:

Name Citizenship Residence

Lopez, Lindy Ann C. Filipino Poblacion Occidental, Consolacion,

Cebu

Semblante, Rhea Angelica D. Filipino Waling-waling, Opao, Mandaue City

ARTICLE IV.

That the term for which said partnership is at will of the partners.

ARTICLE V.

That the purpose for which said partnership is established is to engage in selling
customized shoes and bags.

ARTICLE VI.

That the capital of this partnership shall be TWO MILLION FIVE HUNDRED
THOUSAND PESOS (P2, 500,000.00), Philippine Currency, broken down in
contributions, in cash, as follows:
 Total of Amount
Name
Contributed

Lopez, Lindy Ann C. P1, 500, 000.00

Semblante, Rhea Angelica D. P1, 000, 000.00

ARTICLE VII.

That the profit-sharing shall be as follows:

Lindy Ann C. Lopez and Rhea Angelica D. Semblante shall receive annual salary
of P15, 000.00 but only Lopez shall receive a bonus of 5% of the Net Income after
Salary Deduction.

Semblante is to receive an interest of her weighted average beginning capital at

8% of rate per annum.

The remainder is to be divided with a ratio of 55:45 of which the 55% is for Lopez
and 45% is for Semblante.

That in case of loss, the loss sharing shall be:

Lopez and Semblante shall receive annual salary of P15, 000.00 but Lopez will
not receive the 5% bonus.

Semblante will not receive an interest of her weighted average beginning capital
at 8% rate per annum.

The net loss shall be divided by the partners equally among themselves.

ARTICLE VIII.

That the firm shall be under the management of Lindy Ann C. Lopez as Managing
Partner and she shall have the charge of management affairs of the partnership. She
shall have the power to use the partnership name and in otherwise performing such acts
as are necessary and expedient in the management of the firm and to carry out its lawful
purposes.

ARTICLE IX.

That the partners undertake to change the name of the partnership immediately
upon receipt of notice or directive from the Securities and Exchange Commission that
another partnership, corporation or person has acquired a prior right to use of that name
or that name has been misleading, deceptive, confusingly similar to a registered name or
contrary to law, public morals, good customs, public policy and public order.
ARTICLE XI.

In the event that a partner withdraws or retires from the partnership for any reason,
the remaining partner shall not continue to operate under the same partnership name. A
withdrawing or a retiring partner is obliged to give a written notice, stating the intention of
withdrawing, ten(10) days prior to his/her retirement.

The remaining partner shall pay the withdrawing or retiring partner, or to legal
representative of the deceased or disabled partner the value of his/her interest in the
partnership including the following: (a) sum of his/her capital contribution; (b) unpaid loans
to him/her; (c) his/her proportionate share of undistributed partnership net income.

IN WITNESS WHEREOF, we have hereunto affixed our signatures this 1st day
of August, 2018 at Cebu City.

______________________ _______________________
Lindy Ann C. Lopez Rhea Angelica D. Semblante
TIN TIN

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

____________________________) S.S.

BEFORE ME, a Notary Public, for and in _________________, this ____day of

_________, 20___, personally appeared the following persons:

Name TIN/ID/Passport No. Date & Place Issued

Known to me and to me known to be the same persons who executed the foregoing
Articles of Partnership constituting of 4 pages, including this page where the
acknowledgement is written, and they acknowledged to me that the same is their free and
voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place above written.

NOTARY PUBLIC
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 20 ______.