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REPUBLIC OF THE PHILIPPINESSECURITIES AND EXCHANGE COMMISSION
SEC Bu ding, EDSA, GreenhillsCity oI lvlandaluyong, Metro Manila
CoMPANY REG. NO. CS201421688
C0MPANY TIN 008-900-023
CERTIFICATE OF INCORPORATION
KNOW ALL PERSONS BY TIIESE PRESENTS:
This is to certiry that the Articles oflncorporation end By-Laws of
CENTURY ACQUA LIFESTYLE CLUB CORPORATION
were duly approved by the Commission otr this date upon the issuance of thisCertilicale of lncorporation in accordance witb tbe CorDoration Code of thePhilippitres (Batos Pdmbansa 819,68), and copies of said Ariicles and By-Laws arehereto attach€d.
This Certilicatc grants juridicel persotrality to the corporation but does notauthorize it to undertake business activities requiring a Secondary License from thisCommission such as, but not limited to acting as: broker or dealer in securities,government securities eligible dealer (GSED), investment adviser of an investmentcompany close-end or open-end itrvBtment company, investment house, transferagent, commodity/linancial ftitures exchange/broker/merchant, linancitrg compatry,pre-need plan issuer, general rg€nt in pre-n€ed plans and time shareslclubshares/membersbip certilicates issuers or selling agents lhcrcof, Neither does thisCertilicate constitute as permit to underteke rctivities for which other govenmentagencies require a license or permit
As a registered corporation, it shall submit annually to this Commission thereports indicated at the back ofthis certificatc.
IN WITNESS WHEREOF, I have hereunto set my hand and caused the sealof lhis CguXmission to be affued at Maodaluyong City, ltie tro Mrnila, Philippitres,this & lt day ofNovember, Twenty Foirtein.
.L+FERDTqAND B, SALES
DirectorCompany Registration and Monitoring DepartmeDt
INCORPORATORS'DIFECIORS
Genllom€n:
Transmittod herewith is tho C€nifcat6 ol Inco.poratiodReco.ding ot lh€ above-nam€d coDorafrory'partnership b6aring its SECBegislralion Number and Coporato Tax tdsntification Nunbor (TtN).
Pleas€ bo inlom€d that lhe coDorat€ TIN es lndicatod therein is only s computsr-systgm pre-g€ne€ted numbor issuedpursuanl lo BIB'S Memorandum of Agr€€menl with this Cornmisdon. The corporalion/psrtnochlp must imm€diatsly register said TINwilh lhe appropriets 8lR f,eglonal District Olfce tocated in the city or municipality where it holds tt6 principat office.
Should the p€-g€neratod TIN b€ deniod conffmation, kindly r€pon tho n€tl€r to thls Department with indication of th€ ROOand ils kicalion, which d€nled its regi6tblion, the FOO'S conlacl peEon and BDOS cont&t nornb€r to facilitate our coodination with thesaidOlfic6.
A €placement cadif|cal6 thall only be j6su6d by this Ol6ce to r€tecl any change or cor€ciion of TIN upon conlirmation by th€BtR.
Coneant Ragldra[oll .id fhnhorii! Dqifiit
VerytrulyyouA,
FERrrfinud-salEs
COVER SHEETior Appllo.tlons at
CO*PAIIY REGISTRATION AND MON|TORI'IG DEPARTIEI{T
tlall|l ol Arpllcrtlon
lot ir{D ey- ur,{SEC n gltlrdlon llutttt
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Docum€d l.D.
Recelved by Conorrt! F inq rnd Becords Olvbion (CFRD)
Foftaded b:
Fl-.1
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Coporato and Padn€rship Begrglatiff Division
Gre€n Lane ljnilFinancial Analysis and Audit Division
Lrcensno ljnil
Comdianco Monitc{irg Dilision
ARTICLES OF TNCORPORATION
OF
CENTIJRY ACQUA LIFESTYLE CLUB CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
The undersigned incorporators, all oflegal age and majority ofwhom are rcsidents ofthePhilippines, have this day voluntarily agreed to form a stock corporation under the laws of theRepublic of the Philippines.
THAT WE HEREBY CERTIFY:
FIRST : The name ofthis corporation shall be:
CENTURY ACQUA LIFESTYLE CLUB COR?ORATION
SECOND
A. That the primary purpose ofthis corporation is:
To acquire by purchase, own, hold, manage, administer, lease or operate the one hundredfifty two (152) condominium units of the Acqua 6 Tower of Acqua Private Residences for thebenefi t of its shareholders.
B. That the secondary purposes ofthis Corporation are as follows:
l. To invest and deal with the monies or properties of the Corporation in suchmanner as may from time to time be considered wise or expedient for the advancement of itsinterest and to sell, dispose ofor transfer the business properties and goodwill of the Corporationor any part thereofat an opportune time to further the objectives ofthe Corporation;
2. In accordance with the requirements ofthe law, to raise money from the sale of itssecurities, including to its stockholders for any ofthe purposes ofthe Corporation, and from timeto time without limit as to amount, to draw, make, accept, endorse, discount, transfer, assign,execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures andother negotiable and tmnsferable insruments and evidence of indebtedness, and for the purpose
of securing any of its obligations or contmcts to convey, transfer, assign, deliver, mongageand/or pledge all or any part of the property or assets at any time held or owned by theCorporation on such terms and conditions as the Board ofDirectors ofthe Corporation or its dulyauthorized officer or agents shall determine and as may be permitted by law;
3. To enter into any la$4tl arrangement for sharing of profits, union of interest,
reciprocal concession or cooperation, with any corporation, association, partnership syndicate,
entity, person or govemmental, municipal o. public authority, domestic or foreign, in the
canying on ofany business or transaction deemed necessary, convenient or incidental to carrying
out any ofthe purposes ofthis corporation:
4. 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 condominiums, buildings and structures ofwhatever kind or nature anywhere within the
Philippines;
5. To purchase or otherwise acquire, and to hold, own, trade and deal in, mortgage,
pledge, assign, sell, exchange, hansfer or otherwise dispose of goods, wares, merchandise and
personal property ofevery class and description and to transport the same in any manner;
6. To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold,
own, use, exefcise, develop, operate and introduce, and to sell, assign, grant licenses or territorialrights in respect of, or otherwise to tum to account or dispose ol any copyrights, trademarks,
trade-names, brands, labels, patents, design patents, improvements or processes used inconnection with or secured under letters patent of any country, govemment or authority, orotherwise, in relation to any of the purposes herein stated; and to acquire, use, cxercise, orotherwise tum to gain licenses or rights in respect ofany such copyrights, trademarks, trade-
names, brands, labels, patents, design patents, inventions, improvements, processes and the like;
7. Insofar as may be permitted by law, to purchase or otherwise acquire the stocks.
bond, and other securities or evidence ofindebtedness ofany other corporation, association, firmor entity, domestic or foreign, and to issue in exchange therefore its own stocks, bonds, or otherobligations or to pay therefore in cash, or otherwise; to hold for investment or otherwise own,use, sell deal in, dispose oi and tum to account any such stocks, bonds, or other securities, and
exercise the rights and powers ofownership, including the right to vote thereon lor any purpose;
8. lnsofar as may be permitted by law, to do any act or things necessary or useful forthe protection, development, improvement or operation of any person, corporation, association,
firm or entity in or with which this Corporation has an interest of any kind, whether as
stockholder, manager, investment adviser, technical consultant or otherwise including, amongothers, the power to extend all kinds offinancial assistanc€ by loan, guaranty, surety, or subsidy
to such corporation, association, firm or entity without engaging in surety business,
9. To purchase, hold, cancel, re-issue, sell, exchange, transfer of otherwise deal inshares of its own capital stock, bonds or other obligations from time to time to such an extent and
in such manner and upon such tenns as its Board of Directors shall determine; provided that the
Corporation shall not use its funds or property for the purchase of its own shares ofcapital stockwhen such use would cause any impairment ofits capital stock, except to the extent permitted bylaw;
10. To merge, consolidate, combine or amalgamate with any corporation, firm,association or entity heretofore or hercafter created in such manner as may be permitted by law;
I l. To acquire, take over, hold or control all or any part of the business, goodwill,propeny and other assets, as may be allowed under the law, and to assume or undertake thewhole or any part ofthe liabilities and obligations ofany person, firm, association or corporation,whether domestic or foreign, and whether a going concem or not, engaging in or previouslyengaged in a business which the Corporation is or may become authorized to cany on or whichmay be appropriated or suitable for the purposes ofthe Corporation, and to pay for the same incash or in stock, bonds, or securities of the Corporation or otherwise, and to hold, manage,operate, conduct and dispose of , in any manner, the whole or part ofany such acquisitions, andto exercise all the powers necessary or convenient for the conduct and management thereof;
12. To enter into contracts and anangements of every kind and description for anyIawful purpose with any percon, firm, association corporation, municipality, body politic, oounty,territory, province, state, govemment or colony or dependency thereol, obtain fiom anygovernment or authority any rights, privileges, contracts and concessions which the Corporationmay deem desirable to obtain, carry-out, perform or comply with such contmcts or arrangementsand exercise any such rights, privileges and concessions;
13. To guarantee, for and in behalf ofthe Corporation, obligations of other corpomtionsor entities in which it has la\rfil interest, including its affiliated companies, and to secure therepayment ofthe obligations and liabilities ofany such corporation, partnership, association inwhich the Corporation has an interest, including its affiliated companies, by mortgage, pledge,assignment, deed of trust or other encumbBnces upon the monies and properties of theCorporation; and
14. To do and perform all acts and things necessary, suitable or property for theaccomplishment of any of the pulposes herein enumerated or which shall at any time appearconducive to the protection or benefit of the Corporation, including the exercise of the powers,authorities and attributes conferred upon corporations organized under the laws of thePhilippines in general and upon domestic corporations in particular.
C. That the Corpofation shall have all the express powers of a corporationas provided for under Section 36 ofthe Corporation Code ofthe Philippines.
THIRI) : That the place where the principal office of the Corporation is at 2lsrFloor Pacific Star Building Makati Avenue, Makati City, Philippines, and branch offices at suchother places as the Board ofDirectoN may, from time to time, determine or fix.
FOURTH : That the term for which the Corporation is to exist is fifty (50) yearsfrom and after the date ofissuance ofthe Certificate oflncomoration.
FIFTHas follows:
That the names, nationalities, and residences of the incomorators, are
Name NNtionrlity Address Tax ldentificationNo. ("TIN")
Tim Hallett British 2l F Pacific Star Bldg., Sen.
Gil Puyat. Makali City315-685-747
Domie S. Eduvane Filipino 2lF Pacific Star Bldg., Sen.
Cil Puvat. MakatiCity112-681-577
Carlos Benedict K. Rivilla IV Filipino 2l F Pacific Star Bldg., Sen.
Gil Puvat. Makati Citv\6'7 -589-322
lsabelita C. Sales Filipino 2lF Pacific Star Bldg., Sen.
Gil Puvat. Makati Ciw208-r30-969
Rhoel Albeno C. Nolido Filipino 2lF Pacific Star Bldg., Sen.
Gil Puvat. Makati Citvls0-60r -725
SIXTH : That the number of directors of said corporation shall be seven (7), at
least two (2) ofwhom shall be independent.
The names, nationalities and residences ofthe first directors who are to serve until theirsuccessors are elected and qualified as provided by the by-laws are as followsl
Name Nstionrlity Address Tor IdentilicalionNo. ("TIN")
Tim Hallett British 2lF Pacific Star Bldg., Sen.
Cil Puval Makati Citv315-685-147
Dornie S. Eduvane Filipino 2lF Pacific Srar Bldg., Sen.
Cil Puvat. Makati Cityt'72-687 -577
Carlos Benedicl K. Rivilla lV Filipino 2lF Pacific Star Bldg., Sen.
Gil Puyat. Makari City167-589-322
Isabelita C. Sales Filipino 2lF Pacific Star Bldg., Sen.
Cil Puvat. Makati Citv208-ll0-969
Rhoel Alberto C. Nolido Filipino 21F Pacific Star Bldg., Sen.
Gil Puval. Makati citv 150-60t -?25
SEVENTH : That the Authorized Capital Stock ol the Corporation is ONEHUNDRED MILLION PESOS (P100,000,000.00) in lawful money of the Philippines dividedinto:
(i) Ninety Four Million One Hundred Sixty Four Thousand Five Hundred Sixty(94,164,560) Common Shares with a par value of P1.00 per share, or theaggregate amount ofNinety Four Million One Hundred Sixty Four Thousand FiveHundred Sixty Pesos (+94,164,560.00),
(iD Six Thousand Three Hundred Forty Four (6,344) Preferred A Shares with a parvalue of Ten Pesos (P10.00) per share, or the aggregate amount of Sixty ThreeThousand Four Hundred Forty Pesos (P63,440.00);
(iiD Five Hundred Twenty (520) Preferred B Shares with a par value of OneHundred Pesos (P100.00) per share, or the aggregate amount of Fifty TwoThousand Pesos (P52,000.00);
(iv) Five Hundred Twenty (520) Preferred C Shares with a par value of One
Thousand Pesos (P 1,000.00) per share, or the aggregate amount of Five HundredTwenty Thousand Pesos (P520,000.00);
(v) Five Hundred Twenty (520) Preferred D shares with a par value of Ten
Thousand Pesos (P10,000.00) per share, or the aggregate amount of Five MillionTwo Hundred Thousand Pesos (f5,200,000.00)
The Common Shares
The Common Shares of stock of the Corporation shall enjoy the same rights andprivileges. Subject to the limitatiods provided by law, only holde$ ofthe Common Shares ofstock of the Corporation shall b€ €ntilled to vote and be voted for in all meetings of the
shareholders ofthe Corporation where such vote is called for (including in the election, whetherregular or special, ofthe members, ofthe Board ofDirectors ofthe corporation),
The Preferred Shares
l Subject to the provisions of applicable law, all classes of the Preferred Shares of the
Corporation shall be non-voting;
2. Subscription to any class ofthe Prefened Shares shall be for a minimum ofthirteen (13)
shares and in multiples ofthirteen (13) shares thereafter ("Board Lot");
3. A Preferred Shareholder may not sell or transfer their shares for less than a Board LoU
4. A Preferred Shareholder may not sgll, transfer or otherwise dispose oftheir shares untilthe same has been fully paid and subject to the right of first refusal of the CommonShareholder;
A Preferred Shareholder shall be subject to a lock-up ofat least [six (6) months], from thedate he/she/it has fully paid their shares;
The Preferred Shareholders shall be entitled to use and occupy, for rwenty-eight (28)
nights per year (the "Annual Usage Entitlement"), the condominium units owned by theCorporation in Acqua 6 Tower ofthe Acqua Private Residences (upon its completion andonly when such condominium units are ready for occupancy), subject to the followinglimitationsi
5.
6.
a. Holders of Preferred A Shares shall be entitled to use the Studio room onlv:
b. Holders of Preferred B Shares shall be entitled to use the One Bedroom Deluxe roomonlv:
c,
d.
c
Holders of Prefeffed C Shares shall be entided to use the One-Bedroom Superiorroom onlY;
Holders of Prefened D Shares shall be entitled to use the One-Bedroom Premierroom onlyi
7.
The exercise by the Preferred Shareholders ofthe Annual Usage Entitlement shall be
subject to the availability of rooms and the reservation rules and regulations of theCorporation and/or the hotel manager engaged by the Corporation to manage itsproperty (the "Hotel Manager");
Exercise of the Annual Usage Entitlement shall be taken in minimum blocks of notless than three (3) consecutive nights stay up to a maximum of twenty eight (28)consecutive nights;
Annual Usage Entitlements arc non-cumulative, unused Annual Usage Entitlementsfor a particular year shall not be carried over to the subsequent year;
h. A Prefened Shareholder shall only be entitled to their Annual Usage Entitlementsupon full payment of their shares and payment of all annual dues and service fees,provided further, that such Preferred Shareholders are not considered as delinquent;
i. Use of the Annual Usage Entitl€ments shall be subject to a usage fee (the "UsageFee") for each night during which a Preferred Shareholder occupies a room pursuantto their exercise oftheir rcsp€clive Annual Usage Entitlement. The Usage Fee shallbe payable at the time the Preferred Shareholder checkout. The Usage Fee shallcover the costs of room amenities and housekeeping services whilst the PreferredShareholders are in residence together with the costs attributable to utilities servicecharge and any local taxes which may be payable in respect ofsuch service;
j. Use of rooms in excess ofa Preferred Shareholders' Annual Usage Entitlement shallbe paid at the standard published rate of the Hotel Manager and paid immediatelyupon checkout;
k. Preferred Shareholders may only transfer the use of all or a part of their AnnualUsage Entitlement to direct family memberc, who shall be subject to the same rulesand regulations provided herein;
l. The Prefened Shareholders shall be subject to such other rules and regulations whichthe Corporation or the Hotel Manager may, from time to time, issue with respect tothe use ofthe Annual Usage Entitlement, provided that the Prefened Shareholders aregiven at least thirty (30) days notice ofsuch rules and regulations.
The Preferred Shareholders shall be entitled to a share in the Net Apartment RentalRevenue at the rate of up to 30% ofthe room class corresponding to the class ofPrefenedShares held, payable annually.
For purposes of this provision, 'Net Apartment Rental Revenue" means total revenue
from rentals of a room class less expenses, taxes and othe. deductions properly due
thereon.
For the avoidance of doubt, the corresponding classes of Prefened Shares to room class
shall be as follows:
Class of Preferred SharesPreferred A Shares
Pref€rred B Shares
Preferred C Shares
Preferred D Shares
Corresponding Room ClassStudio RoomOne Bedroom Deluxe RoomOne Bedroom Superior RoomOne Bedroom Premier Room
8.
The Preferred Shareholders shall no longer participate in any dividend declaration oftheCorporation.
obligations of the Preferred Shareholder:
a. Regularly and diligently pay the fees, contributions, charges and other dues, including
but not limited to the Annual Managem€nt Fee, Annual Operating Budget, Furniture,
Fiftings and Equipment Reserve, pertaining to the maintenance and use of the
condominium units owned by the Corporation in Acqua 6 Tower of Acqua Private
Residences;
b. Comply, observe and obey the rules and regulations to be adopted and provided by
the Corporation and/or the Hotel Manager for the use and proper govemance of the
condominium units owned by the Corporation in Acqua 6 Tower of Acqua Private
Residences and such other equipment, machineries or furniture appurtenant thereto.
other rights and privileges oflhe Prefened Shareholders:
a. Right to use the amenities and facilities of [Acqua 6 Tow€r of Acqua Private
Residences during the exe.cise by a Prefened Shareholder of their Annual Usage
Entitlements;
b. Right to avail ofthe discounted rates for the use and occupancy of room ofthe Acqua6 Tower of Acqua Private Residences in excess of the Prefered Shareholders'Annual Usage Entitlements.
9.
Denial of Pre-emptive Rishts
No stockholder of any class shall be entitled to any pre-emptive right to purchase,
subscribe for, or receive any part of the shares of the Corporation, whether issued from itsunissued capital or its reasury stock.
EIGHTH I That at least 25o/o ofthe Authorized Capital Stock has been subscribedand at least 25olo ofthe toral subscription has been paid as follows:
NINTH : No transfer of stock or interest which would reduce the stockownership of Filipino citizens to less than the percentage of the capital stock as provided byexisting laws shall be allowed or permitted to be recorded in the proper book ofthe Corporationand this restriction shall be indicated in the stock certificates issued by the CorDoration.
TENTH : That Carlos Benedict K. Rivilla lV has been elected by the subscribersas Treasurer ofthe Corporation to act as such until his successor is duly elected and qualified inaccordance with the by-laws; and that as such Treasurer, he has been authorized to receive forand in the name and for the benefit ofthe Corporation, all subscriptions paid by the subscribers.
ELEVENTH : That the Corporation manifest its willingness to change its corporatename in the event another person, firm or entity has acquired a prior right to use the said firmname or one deceptively or confusingly similar to it.
TWELFTH : The Corporation undertakes to comply with the followingcommrtments:
l. Report under oath to the Securities and Exchange Commission any increase in the dueswhich a Prefened Shareholder must pay; and
2. Notiry the Preferred Shareholders ofany fees that will be imposed against them by virtueofthe exercise oftheir entitlements as a holder ofthe Prefe(ed Shares.
Type of Shire(in t)
Century Limitlesscorooration
Filipino 24,999,995 P 24,999,995.00 I 6,249.995.00
Tim Hallett British Common 1.00 1.00
Domie S. Eduvane FiliDino 1.00 1.00
Carlos Benedict K.Rivilla IV
Filipino 1.00 l_00
Isab€lita C. Sales t.00 t.00RhoelAlberto B.Nolido
Filipino t.00 t.00
Tot3l Comnon 25.000.000 p 25.000.000.00 t 6250.000.00
In witness wh€reof, w€ have set our hands this Qb day of oo'd'NZol4 at Makati city,
/-,;24,urRSOEL AIJERI1O B. NOIIIX)
TIN NO. 150{01-725
SIGNED IN THE PRESENCE OF:
DOMIES.EDWANETrN NO. t?2{8?-577
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)MAKATI CITY ) S.S
TIN Number
315-685-747-000172-687 -577 -000167 -589-322-000208-130-969-000150-601-725-000
Dale and Place Issue
B^{;O
N-.r-y_T6r" t*r|{4 cil'
Klown to me lo be the ssme persons who executed the foregoing instsument and theyacknowledged to me that the same is their fi€e and voluntary act and deed.
WTNESS MY HAND AND SEAL on the date at the plac€ first above written.
Doc. No.l!:Page No. 4 :Bo;k No.l-;Series of20l4
uSI D.caL. tl. rla '
-#f":f*-^yffi,o",*snaiffiIrk;s
BEFoRE ME, a Notary pubtic for, and in Makati Ciry, *Sl? 3r\n.,personally appqred:
Name
Tim HalleftDomie S. EduvaneCaflos Benedict K. Rivilla IVIsab€lita C. SalesRhoelAlberto B. Nolido
Republic of the PhiliPPines)City of Makati ) S.S.
TREASURER'S AFFIDAVIT
I, CARLOS BENEDICT K' RIVILLA IV' being first duly swom' deposed and
state:
That I was duly elected by the subscribers narned in the foregoing Articles of
rn.o.oo.ution oi c"niu,x Acqu; Lifestyle club corporation' as Treasurer of the
il#;; i" ;"4;t tuJr' unt .v successors has been dulv elected and qualified in
i""Tra-"" *Lf ,ft" gy-Laws ofthe Corporation, and that as such Treasurer' I have been
ffi;#;il" J!"rii"r, to *""i""'fo' the corporation all subscriptions paid in bv
*" ."lr*ili.t for the capital stock; that out of the authorized capital stock of one
ii;"dr;;;ilt;; t"t;s (PiPl00'000,000 00), the amount or rwenrv Five Million Pesos
a;,'fti'd;i;;"h-;i.hur"s h* b""n u"tuullv subscribed and the amount ol srx Million
i*" if-,i"a.ia rinv fhousand Pesos has been actually paid to.him for the benefit and to
,fr".r"Ji "i,ft" Cotporation; that at least twenty five per cent (25%) ofthe entire number
;iil;;;;;;;: oi capital stock has bein subscribed and at least 25% or such
ir]t.iiip,ii'" i"lit""; p;iJti nim tor the benefit and to the credit ofthe corporation
That in case the
approval of the Articleswaive our right to a
incorporation.
said paid-up capital is not deposited or withdrawn prlor to
J ln*.po,oltlon,' t. in behalfofthe above named corporation'
-,L" -"'"J
hearin! in the revocation of our certificate of
sUscRIBED AND SwoRN to befbre me *ris Ua& $r20lt Philippines,
affiant exhibiting to me his TIN No. 161-589-322-000'
Doc. No. 4 ;PageNo. 3 ;
BookNo. 4 ;Series of20l4.
ihril Jl4.€n iti i .1,
:,l Drri li -.rir: ir'|e irg
Oil hrFi .-' 1ri: rr ' !1!t1r ' rl
k.. r. r' l
PTR 1\o ,1!,'.r,1 :' 1 n1,! i \rBP No '|.r
r.! ,J ,. i :, ( \
BENEDICT K. RIVILLA IVTreasurer-in-Trltst
BY LAWS
OF
CENTURY ACQUA LIFESTYLE CLUB COR}ORATION
ARTICLE I
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section l. Subscription - Subscribers to the capital stock ofthe corporation shallpay to the corporation the subscription value or price ofthe stock in accordance with the terms
and conditions prescribed by the board ofdirectors. Unpaid subscriptions shall not eam inter€st
unless otherwise determined by the board ofdirectors.
Unpaid Prefened Shares shall not be entitled to any ofthe rights and benefits given to a
Preferred Shareholder, as provided in the Articles oflncorporation.
The subscription to any class ofthe Prefe(ed Shares shall be for a minimum ofthirteen(13) shares and in multiples ofthirteen (13) shares thereafter (the "Board Lof').
Section 2, C€rtificates - Each stocLtolder shall be entitled to one or more
cenificates for such fully paid stock subscription in his name in the books ofthe corporation. The
certificates shall contain the matters required by law and the Articles of Incorporation. They shall
be in such form and design as may be determined by the board of directors and shall be
numbered consecutively. The certificates, which must be issued in consecutive order, shall bear
the signature ofthe President, be manually countersigned by the Secretary or Assistant Secretary,
and sealed with the corporate seal.
Section 3. Tralsfer of Shares - Subject to the restrictions, terms and conditions
contained in the Articles of Incorporation, shares may be transferred, sold, ceded, assigned or
pledged by deliver ofthe certificates duly indorsed by the stockholders, their attomeys-in-fact or
other legally authorized person. A transfer shall be valid and binding on the corporation onlyupon record thereof in the book ofthe corporation, cancellation ofthe certificate surrendered to
the Secretary or Assistant Secreta.ry, and issuance ofa new certificate to the taansferee-
No shares of stock against which the Corporation holds any unpaid claim shall be
transferable in the books ofthe corporation,
A Preferred Shareholder may not sell or transfer their shares for less than a Board Lot.
All cenificates sunendered for transfer shall be stamped "Cancelled" on the face thereof,
together with the date of cancellation, and attached to the conesponding stub with the certificatebook.
Section 4, !9!Lg9I!!SSg&! - In case any certificates for the capital stock ofthe corporationis lost, stolen or destroyed, a new certificate may be issued in lieu thereof in accordance with the
procedure prescribed under Section 73 of the Corporation Code of the Republic of the
Philippines or any modification or re-enactment thereof for the time being in force (the
"Corporation Code")
ARTICLE II
MEETINGS OF STOCKIIOLDERS
Section l. Annual Meetine The annual/regular meetings of stockholders shall be
held at the principal office on the FIRST FRIDAY OF MAY of each year, if a legal holiday ornon-working day, then on the day following.
Section 2. SpgSlClMggllg - The Special meetings ofstockholders, lbr any purPose
or purposes, may at any time be called by any ofthe following: (a) Board of Directorc, at its own
instance, or at the written request of stockholders representing a majority of the outstanding
capital stock or (b) President.
Section 3. Plac€ of Meetins - Stockholders' meetings, whether regulat or special,
shall be hetd in the principal office ofthe Corporation or at any place designated by the Board ofDirectors in the city or municipality where the principal office ofthe Corporation is located.
Section 4, Notice of Meetins - Notices for regular or special meetings ofstockhold€$ may be sent by the Secretary by personal delivery, by mail or by elec[ronic means
at least two (2) weeks prior to the date ofthe meeting to each stockholders of record at its/his/her
last known address or e-mail address. The notice shall state the place, date and hour of the
meeting, and the purpose or purposes for which the meeting is called.
When the meeting of stockholders is adjoumed to another time or place, it shall not be
necessary to give any notice ofthe adjoumed meeting ifthe time and place to which the meeting
is adjoumed are announced at the meeting at which the adjournment is taken. At the reconvened
meeting, any business may be transacted that might have been transacted on the original date ofthe meeting.
Section 5. AcSIg-lq - Unless otherwise provided by law, in all regular or special
meetings of stockholders, a majority of the outstanding capital stock must be present or
represented in order to constitute a quorum, If no quorum is constituted, the meeting shall be
adjoumed until the requisite amount ofstock shall be present.
Section 6. Conduct of Meetine - Meetings of the stockholders shall be presided
over by the President, or in hiVher absence, by a chairman to be chosen by the stock:holders. The
Corporate Secretary shall act as Secretary of every meeting, but if not present, the Chairman ofthe mceting shall appoint a secretary ofthe meeting.
Section 7, Manner of Votinq - At all meetings of stockholders, a stockholder mayvote in person or by proxy. Proxies shall be in writing and signed in accordance with the existinglaws, rules and regulations of the Securities and Exchange Commission. Duly accomplishedproxies must be submitted to the office of the Corporate Secretary not later than seven (7)
business days prior to the date ofthe stockholders' meeting for proxy validation.
Unless otherwise provided in the proxy, it shall be valid only for the meeting at which ithas been pres€nted to the Corporate Secretary. Proxies filed with the Corporate Secretary may be
revoked by the stockholders either in an instrument in writing duly presented and recorded withthe Corporate Secretary prior to a scheduled meeting or by their personal presence at themeeting.
Section 8. Closine of Transfer Books or Fixine of Record Date For the purpose
ofdetermining the stockholders entitled to notice of, or to vote at, any meeting ofstockholders orany adjoumment thereof or to receive payment of any revenue, the Board of Directors mayprovide that the stock and trdnsfer book be closed for ten (10) working days immediatelypreceding such meeting.
Section 9. Proxies - The instrument appointing a proxy shall be in writing signedunder the hand of the appointor or his attorney-in-fact duly authorized in writing, or if theappointor is a corporation, either under the seal ofthe corporation or under the hand ofan officeror attomey-in-fact duly authorized by the corporation, Any corporation that is a stockiolder mayalso by resolution of its directors or other goveming body authorize such person as it thinks fil toact as its attorney-i-fact at any and all meetings of stockholders, and the person so authorizedshall be entitled to exercise the same powers on behalfofthe corporate stockholders that he/she
represents as that which the corporation could have itselfexercised ifpresent.
A proxy need not be a stockholder, unless otherwise provided in the proxy; it shall be
valid only for the meeting at which it has been presented to the Corporate Secrctary. All proxies
must be in the hands ofthe Corporate Secretary at least !y9-lSlbqgi!19!!-!!qy! before the time set
for the meetine.
ARTICLE III
BOARD OF DIRECTORS
section l. EglvgIc-a!!9-Egad - Unless otherwise provided by law, the corporatepowers of the Corporation shall be exercised, all business conducted and all property of theCorporation controlled and held by the Board of seven (7) Directors to be elected by and fromamong the stockholders. without prejudice to such powers as may be granted by law, the Board
ofDirectors shall also have the following powers:
a) From time to time, to make and change rules and regulations notinconsistent with these By-Laws for the management ofthe Corporation'sbusiness and affairs;
b)
D
h)
d)
e)
To purchase, receive, take or otherwise acquire for and in the name of theCorporation, any and all properties, rights or privileges includingsecu ties and bonds of other corporations for such consideration and uponsuch terms and conditions as the Board may deem proper ofconvenient;
To invest the funds of the Corporation in other corporations or forpurposes other than those for which the Corporation was organized,subject to such stockholders' approval as may be required by law;
To incur such indebtedness as the Board may deem necessary, to issueevidence of indebtedness including, without limitation, notes, deed oftrust, bonds, debentures or secu.ities, subject to such stockholders'approval as may be required by law, and/or pledge, mortgage, or otherwiseencumber all or part ofthe properties ofthe Corporation;
To establish pension, retirement, bonus or other types of incentives orcompensation plans for the employees, including officers and directors ofthe Corporatiod;
To prosecute, maintain, defend, compromise or abandon any lawsuit inwhich the Corporation or its officers are either plaintiffs or defendants inconnection with the business ofthe Corporation:
To delegate, ftom time to time, any ofthe powers ofthe Board which maylawfully be delegated in the course of the current business of theCorporation to any standing or special committee or to any officer or aggntand to appoint any person to be agents of the Corporation with suchpowers, and upon such terms, as may be deemed fit;
To implement these By-Laws, and to act on any maner not covered bythese By-Laws, provided such matter does not require the approval orconsent ofthe stockholders underthe Comoration Code.
Section 2, Election and Term - The Board ofDirectors shall be elected during each
regular meeting of stockholders and shall hold office for one (l) yeaf and until their successorsare elected and qualified.
Section 3. ye!g!!lig! - Any vacancy occurring in the Board of Directors other thanby removal by the stockholders or by expiration of term, may be filled by the vote ofat least a
majority ofthe remaining directors, if sill constituting a quorum; otherwise, the vacancy must be
filled by the stockholders at a regular or at any special meeting ofthe stockholders called for thepurpose. A director so elected to fill a vacancy shall be elected only for the unexpired term ofhiYher Dredecassor in office.
The vacancy resulting from the removal of a director by the stockholders in the manner
provided by law may be filled by election at the same meeting of stockholders without further
notice, or at any regular or at any special meeting of stockholders called for the purpose, aftergiving notice as prescribed in these By-Laws.
Section 4. Ourlificalions of Directors - Any stockholder having at least one (l)Common share registered in his/her name may be elected Director, provided, however, that no
person shall qualiry or be eligible for nomination or election to the Board of Directors ifhe/she has
any of the disqualifications provided under relevant laws including but not limited to the Revised
Code of Corporate Covemance; or that he/she is engaged in any business or activity which
compgtes with or is antagonistic to that ofthe Corporation. Without limiting the generality oftheforegoing, a person shall be deemed to be so engaged in any business or activity which competes
with or is antagonistic to that ofthe Corporation -(a) Ifhdshe is a director, oflicer, manager or controlling person of, or the owner
(either of record or beneficially) of 2% or more of any outstanding class ofshares of, any corporation (other than one in which the Corpomtion owns at
least 30% of the capital stock) engaged in a business or activity which the
Board, by at least a majority vote, determines to be competitive orantagonistic to that ofthe Corporation; or
(b) Ifhe/she is a director, olTicer, manager or controlling person of, or the owner(either of re{ord or beneficially) of2% or more of any outstanding class ofshares of, any other corporation or entity engaged in any line of business or
activity ofthe Corporation, when in thejudgment ofthe Board, by at least a
majority vote, the laws against combinations in restraint of trade shall be
violated by such person's membership in the Board ofDirectors; or
(c) If th€ Board, in the exercise of its judgment in good faith, determine by at
least a majority vote that he is the nominee of any person set forth in (a) and
(b) ofthis Section 4
In determining whether, or not a person is a conholling person, beneficial owner, or the
nomine€ of another, the Board may take into account such factors as business and family
relationship.
Section 5. Indeoendent Directors
(a) At least two (2) of the seven (7) directors provided in Section l, above shall be
independent directors. For this purpose, an independent director shall mean a person who, apart
ftom hiJher fees and shareholdings, is independent of management and free from any business or
other relationship which could, or could reasonably be perceived to, materially interfere with his/her
exercis€ of independent judgment in carrying out his,4rer responsibilities as a director of the
Corporation and includes, among others, a person who:
I . Is not a director or oflicer or subslantial stockho lder of the CorDoration or of
its related companies or any of its substantial shareholders (other than as an
independent director ofany ofthe foregoing;
Is not a relative of any dir€ctor, officer or substantial shareholder of the
Corporation, any of its related companies or any of its substantial
shareholders. For this purpose, relatives include spouse, parent, child,brother, sister and the spouse of such child, brother or sister;
Is not acting as a nominee or representative ofa substantial shareholder ofthe Corporation, any of its related companies or any of its substantial
shareholders;
Has not been employed in any executive capacity by the Corpomtion, any ofits related companies or any of its substantial shareholders within the last
five (5) yea$;
Has not engaged and does not engage in any transaction with the
Corporation or with any of its related companies or with any of its
substantial sharcholders, whether by himself or with other persons or
through a firm of which he is a partner or a company of which he is adirector or substantial shareholder, other than transactions which are
conduct€d at arm'slength and are immaterial or insignificant.
When used in relation to a company subject to the requirement above.
i. Related company means another c-ompany which is (a) its holding company,(b) its subsidiary, and (c) a subsidiary of its holding company.
ii, Substantial shareholder means any person who is directly of indirectly the
beneficial owner of more than ten percent (10%) of any class of its equity
security.
O) Qualifications of an Independent Director - An independent director shall have the
following qualifi cations:
2.
3.
4.
5.
2.
4.
3.
l. He/she must b€ a holder ofat least one (l) share of stock ofthe Corporationregistered under hiVher name;
He/she must be a college graduate or holds an equivalent academic degree;
He/sh€ must have b€en engaged in or exposed to the business of the
Corporation for at least five (5) years;
He/she must be a person of proven integ tylprobity.
G) Disquatifications ofan Independent Director No person enumerated under Article3 (E) of the Revised Code of Corporate Govemance shall qualify as an independent director.
He/she shall also be disqualified during his tenure under any ofthe following instances or causes:
l. He/she becomes an oflicer or employee ofthe Corporation where he is such
member ofthe Board of Directon or becomes any of the persons enumerated
under Se€tion 2 (a) ofthese By-laws;
2. HiVher beneficial security ownership exceeds ten percent (10%) of the
outstanding capital s'tock ofthe Corporation where he/she is such director;
3. Fails, without any justifiable cause, to attend at least fifty percent (50%) ofthe total number of Board meetings during his incumbency unless such
absenc€ are due to grave illness or death ofan immediate family;
4. Such other disqualifications which the Corporation's Manual on Corporate
Covemance provides.
(d) ElectionoflndependentDirectors
l. Except as those requir€d under Securities Regulation Code and subject topertinent existing laws, rules and regulations of SEC, the conduct of the
election of independent directo/s shall be made in accordance with the
standard election procedures for rcgular directors as provided by these By-laws. It shall be the responsibility ofthe Chairman ofthe Me€ting to inform
all stockholders in aftendance of the mandatory requirement of electing
independent director/s;
2. Specific slots for independent directors shall not be filled-up by unqualifiednomm@s;
3. In case of failure ofelection for independent director/s, the Chairman oftheMeeting shall call a separale election during the same meeting to fill up the
vacancy.
(e) Termination/Cessation of Independent Directorship - ln case of resignation,
disqualification or cessation of independent directorship and only after notice has been made with
SEC within five (5) days from such resignation, disqualification or cessation, the vacancy shall be
filled by the vote ofat least a majority ofthe.emaining direttors, ifstill constituting a quorum; upon
the nomination of the Nominations committee. Otherwise, said vacancies shall be filled by the
stockholders in a regular or special meeting called for that purpose. An independent director so
elected to fill a vacancy shall serve only for the unexpired term of hit4ter predecessor in office
Section 6. !!99!!49 - Regular meetings ofthe Board ofDirectors shall be held once a
month on such dates and at such places as may be called by the Chairman ofthe Board, or upon
the request ofa majority ofthe Directors.
Section 7, !91!99 - Notice ofthe regular or special meetings of the Board, specifying
the date, time and place ofthe meeting, shall be communicated by the Secretary to each director
personally, or by telephone, telegram, by written message or by electronic means. A director may
waive this requirement, either expressly or impliedly
Section 8. Ouorum - A majority of the number of directors as fixed in the Articles
of Incorporation shall constitute a quorum for the transaction of colporate business and every
decision ofat least a majority ofthe directors present at a meeting (whether physically in person,
or to the extent permitted by law, through electronic medium or telecommunications, such as
video or teleconferencing, where the directorc who are not present are located at different tocal
or intemational places) at which th€re is a quorum shall be valid as a corporate act, except for the
election ofofficers which shall re4uire the vote ofa majority ofall the members ofthe Board.
Section 9, Conduct of the Meetines - Meetings of the Board of Directors shall be
presided over by thg Chairman ofthe Board, or in his/her absence, by any other director chosen
by the Board. The Corporate Secretary shall act as secreiary ofevery meeting, and ifnot present,
the Chairman ofthe meeting shall appoint a secretary ofthe meeting.
Section l0- Meetinqs bv Teleconference. Videoconference. or Similar Modes - Adirector may attend a meeting of the Board of Directors by teleconference, videoconference, or
through similar modes of modem communication technology lf a director attends a meeting
through teleconferencing or video conferencing, such meetings shall be properly recorded with
appropriate tapes, discs, and/or other r€cording material which shall be properly stored for
safekeeping, in addition to the secretary ofsuch meeting maintaining written minutes thereol
Section 11, gglqpgllgllg! - By resolution ofthe Board, each director shall receive a
reasonable per diem allowance for hiVher attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than ten percent
(10%) ofthe net income before income tax ofthe Corporation during the preceding year' Such
compensation shall be determined and apportioned among the directors in such manner as the
Board may deem proper, subject to the approval ofstockholders representing at least a majority
ofthe outstanding capital stock at a regular or special meeting ofthe stockholders.
ARTICLE IV
COMMITTEES
Section l. Audit and Risk Committee - The audit and risk committee shall consist
of three (3) directors, one of whom shall be an independent director. The audit and risk
committee shall have such functions to be determined by the Board of Directors.
Section 2, Nomination and Comoensation Committee - The nomination and
comDensation committee shall consi$ of three (3) directors, one of whom shall be an
independent director. The nomination and compensation committee shall have such functions to
be determined by the Board ofDirectors.
Section 3, Corpomte Governance Committee - the corporate governance
committee shall consist ofthree (3) directors, one ofwhich shall be an independent director'
Section4. lnvestment Committee - The investment committee shall consist of three
(3) directors, one of whom shall be an independent director. The investment committee shall
have such functions to be determined by the Board ofDirectors
ARTICLE V
OFFICER
Section l. Election/Aooointment - Immediately after their eledion, the Board ofDirectors shall formally organize by electing the President, the Vice-President, the Treasurer,
and the Corporate Secretary, at said meeting.
The Board may, from time to time, appoint such other officers as it may determine to be
necessary or proper. Any two (2) or more positions may be held concurently by the same
person, ixcepi thit no one shall act as President and Treasurer or Secretary at the same time'
Section 2. President - The President shall be the Chief Executive Offrce of the
Comoration and shall exercise the following functions:
a) To preside at the meetings ofthe stockholders;
b) To initiate and develop corporate objectives and policies and formulate-
tong range projects, plans and progams for the approval of the Board ofDirectors, including those for executive tIaining, development and
compensation;
c) To supervise and manage the business affairs of the Corporalion upon the
dir€ction ofthe Board of Directors;
d) To implement the administrative and operational policies of the
Corporation under his/her sup€rvision and control;
e) To appoint, remove. suspend or discipline employees of the Corporation.
prescribe their duties and determine their salaries:
[) To oversee the preparation of the budgets and lhe statements of accounts
ofthe Corporation;
g) To represent the Corporation at all functions and proceedings;
h) To execute in behalfofthe Co.pontion all contracts, agreements and other
inshuments affecting the interest of the Corporation which require the
approvalofthe Board of Directors;
i) To make repofis to the Board ofDirectors and stockholders;
j) To sign certificate ofstocks; and
k) To perform such other duties as are incident to his office or are entrusted
to him/her by the Board ofDirectors.
Section 4. The Vice-President - He/she shall, if qualified, act as President in the
absence ofthe latter. He/she shall have such other powers and duties as may from time to time to
assigned to him by the Board ofDirectors or by the President.
Section 5. II!-99cI434 - The Secretary must be a resident and a citizen of the
Philippines. He/she shall have the following specific pow€rs and duties;
a) To record the minutes and transactions ofall the meetings of the directors
and the stockholders and to maintain minute books ofsuch meetings in the
form and manner required by law,
b) To keep record books showing the details requircd by law with respect tothe stock cenificates of the Corporation, including ledgers and tmnsfel
books showing all shares of the Corporation subscribed, issued and
transfened;
c) To keep the corporate seal and affix it to all papers and documents
requiring a seal, and to attest by his,/her signature all corporate documents
requiring the same;
d) To attend to the giving and serving of all notice of the Corporation
required by law or these By-Laws to be given;
e) To certify to such corporate acts, countersign corporate documents or
certificates, and make reports or statements as my be required of him-/her
by law or by govemment rules and regulations;
f) To act as inspector at the election of directors and, as such, to determine
the number of shares of stock outstanding and entitled to vote, the shares
ofstock represented at the meeting, the existence of a quorum, the validityand effect of proxies, and to receive votes, ballots, or consents, hear and
determine questions in connection with the right to vote, count and
tabulate all votes, determine the result, and do such acts as are proper toconduct the election:
g) To perform such other duties as are incident to his/her office or as may be
assigned to him by the Board ofDirectors or the President.
S€ction 6. The Treasurer The Treasurer of the Corporation shall have the
following duties:
a) To keep full and accumte accounts of receipts and disbursements in the
books of the Coryoration;
b) To have custody of, and be responsible for, all the funds, secuiities and
bonds of the Corporation;
c) To deposit in the name of and to the credit of the corporation, in such
bank as may be designated from time to time by the Board ofDirectors, allthe moneys, funds, securities, bonds and similar valuable effects belonging
to the Corporation which may come under his/her control;
d) To render an annual statement showing the financial condition of the
Corporation and such other financial reports as the Board of Directors, orthe President may, from time to time require;
e) To prepare such financial repofts, statements, certifications and otherdocuments which may, from time to time, be required by govemment
rules and regulations and to submit the same to the prcper government
agencies; and
0 To exercise such powers and perform such duties and functions as may be
assigned to him/her by the President.
Sectior 7. q!I9f-.lqE99I - The Board of Directors may also appoint from time to
time such Assistant Corporate Secretary and Assistant Treasury, and such other olficers and
agents as may be deemed proper and nec€ssary for the c-onduct of the Corporation's business.
Each of such officers and agents shall hold office at the pleasure of the Board of Directors,
subject to any special agreement as to the length of time and service and to the provisions ofexisting laws.
Section 8. Term of OIfice - The term of office of all oflicers shall be one ( 1) yea.
and untiltheir successors are duly elected and qualified.
Section 9. Vacancies - If any position of the officers becomes vacant by reason ofdeath, resignation, disqualification or for any other cause, the Board of Directors, by majorityvotej may elect a successor who shall hold office for the unexpired term.
Section 10. Compensation - The officers shall receive such remuneration as the
Board of Directors may determine. A director shall not be precluded ti"om serving the
Corporation in any other capacity as an ofTicer, agent or otherwise, and receiving compensation
thereof.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. lndemnification of Directors and Olficers - The Corporation shallindemnify every director or officer, hiyher heirs, executors and administrators against all costs
and expenses reasonably incurred by such person in connection with any civil, criminal,administrative or investigative action, suit or proceeding (other than an action taken by the
Corporation) to which he/she may be, or is made a party by reason of his/her being or having
been a director or officer ofthe Corporation, except in relation to matters as to which he/she shall
be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct.
Section 2. Extent of Indemnificltion - ln the event of a settlement or compromise,
indemnification shall be provided only in connection with such matters covered by the seftlement
as to which the Corporation is advised by counselthat the person to be indemnified did not commit
a breach ofdut) as such director or officer
The amount payable by way of indemnify shall be determined and paid pursuanl to aresolution adopted by a majority of the members ofthe Board ofDirectors.
The costs and expenses incurred in defending the aforementioned action, suit or proceeding
may be paid by the Corporation in advance of the final disposition of such action, suil orproceeding as authorized in the manner provided for in the preceding paragraph upon receipt ofany undertaking by or on behalf of the director or officer to repay such amount, unless it shall
ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in
this Article.
ARTICLE VII
OFFICES
The principal office ofthe corporation shall be located at the place stated in Article lll ofthe Articles of Incorporation. The Corporation may have such other branch offices, either withinor outside lhe Philippines, as the Board ofDirectors may designate.
ARTICLE VIII
AUDIT OF BOOKS, FISCAL YEAR AND
Section l. External Auditor - At the regular stocklolders' meeting, the external
auditor or the Corporation for the ensuing year shall be appointed. The extemal auditor shall
examine, verify and report on the eamings and expenses ofthe corporation.
section 2. IlssglJggl - The fiscal year ofthe Corporationday of JANUARY of each calendar year and shall end on the last daysame year.
shall begin on the firstof DECEMBER of the
ARTICLE IX
SEAL
Form and lnscription - The corporate seal shall be determined by the Board ofDirectors.
ARTICLE X
AMENDMENTS
These By-Laws may be amended or repealed by the affirmative vote ofat least a majorityofthe Board ofDirectors and the stockholders representing a majority ofthe outstanding capitalstock at any stockholders' meeting called for the purpose. However, the power to amend,modify, repeal or adopt new By-Laws may be delegated to the Board of Directors by affirmativevote of stockholders representing not less than two-thirds of the outstanding capital stockiprovided, however, that any such delegation of powers to the Board of Directors to amend,
repeal or adopt new By-Laws may be revoked only by the vote of stockholders representing a
majority ofthe outstanding capital stock at a regular or special meeting.
IN WITNESS the undersigned stockholders have adopted theour sisnatures this '^ da0ftf ? q rnrr. 2014 in
22,.',-* 2tL2JRHOEL ALBERTO B. NOLTDO
TINNO. t50-601-725
ity, Phi
ws and
WHEREOF, we,hereunto affixed
5-685-7 47DOMIE S. EDUVANETIN NO. I72-687-577
BENEDICT K. RII'ILLA IVTIN NO. t67-589-322 8-130-969
October28,20l4
THE SECURITIES AND EXCTIANGE COMMISSIONSEC Building, EDSAMandaluyong, M.M
Gentlemen:
This is to authorize the representative of your olfice to examine and verify the deposit in theamount of Six Million Two Hundred Fifty Thousard Pesos (P6,250,000.00) with BANCO DEORO, Pacific Star Building, in my name as Treasurer-in-Trust for CENTURY ACeUALIFESTYLE CLUB COR?ORATION, representing the paid up capital of said Corporationwhich is in the process of incorporation.
This authority is valid and inspection ofsaid deposit may be made even after the issuance ofthecertificate of incorporation to the corporation. Should this deposit be transferred to another bankprior to or after the incorporation, this letter will also serve as standing authority for your officeto ve.iry and examine the same.
It is also understood that the duly authorized representative of the Securities and ExchangeCommission may examine the pertinent books and records ofaccounts ofthe Corporation shouldit become necessary to trace the utilization and disbursement ofsaid paid-up capitat.
SUBSCRIBED AND SWORN To before meCity, Philippines, affiant exhibiting to fte his TIN No.
Doc.No.l;Page No.-1,;Book No.l[_;Series of20l4
2014 at Makati
loll No. a36?IANa 4aal52to7 ll.l4/ .hicittBPNo. 5E4mOa.6.laMltd Ctt
ict K, Rivilla IV
.. t,cT2 I ^llllltnls oay ot| 67 -589-322-000.
Republic of the PhiliPPines)Makati Ciry
JOINT AFFIDAVIT OF UNDERTAKING TO CHANCE NAME
We,CarlosBenedictK'RivillaIVandDomieS'EduYanebothoflegalage'Filipinos
""a U",t *ii-rii"" "JAi"tr
at Zt" ftoo, Pacific Star Building, Sen. Gil Puyal comer Makati
1,""""",-ft4"f"i Ci y *d, having been swom to in accordance with law hereby depose and state:
That we are the incorporators ofCentury Acqua Lifestyle-Club Corporation' wlich is
in the process ofregistering its oorporate name with the Securilies & Exchange Lommlsslon'
That we, in behalfof said corporation, hereby undertake to change its corpolate name as
fr"r"i" p.Ji"a, "i
u. amended thereafter, immediaiely upon receipt of notice or directive from
il; 6oi;i"s-il; ,il "nother
corporation, pannership or person has.acquired a prior right to the
il;;;;;;;" ;, that the n;me has been declired as misleading' deceplive' contusinglv'
similar to a registered name, or contmry to public morals' good customs or public policy'
Thisaffidavitisexecutedtoattesttothetruthoftheforegoingandforwhateverlegalpurpose and intent it may serve.
TIN Number
| 67 -589-322-000
t12-687 -57 7 -000
Doc. No.Page No.BookNoSeries of
103.1
2014.
OllAtFrctr. Matttr ^v..
M4t ri CitRou No.616?0
PIR No_ /g4l5z40t l t. r (e.hklti : ,4IBP No. 968470/04.0a l4'1tti\3ti !ir)
N wrTNESs WHEREoF, we herebv signed this affidavit thPCILg tl0ff 2014 at
Makati City.
SUBSCRIBED AND SWORN to before me this
- day of $T 2I ?i,'
2014
in Makati City by the above-named persons who exhibited to me their TIN Number as follows:
NAME
Carlos Benedict K. Rivilla IV
Domie S. Eduvane
Domie S. Eduvane
NotnyPublrct t Marnn City
2lFPscinc Sl3rBuldi'{
Paym€nt ConU rrnation http:// 1 50. I 50. 1 50.61/admidMainSery ter
Finish
Republic of the Phitippines
SECURITIES AND EXCHAI{GE COMMISSION
Relerence ReseNation Nufiber (RRN): RRN20.1409txi43i26926
Type of Industry i Activities, Misc_ Busjness, N.E.C.
Breakdown of Fs€s:
Reservation Fee: Php 120.00
TOTAL: Php 120.00
lmportant Remindsls:
NOTE:The tact thal the name is avaitabte atthe date veified, it is notto be regaiMa anapproval ol the regislration of lhe conpany or any applic€tDn for change of na;E_ No e)@ense forpinling ofrsteials using a verifred narE shoutd be incurred untit regiataton,takes efiect. As thtis a compuler printout, any erasure or atteralion on lhis document nuiiines veffcation.The applic€nt undedakes lo change the resetued nar€ in cas€ anolher person or frm hasacquired a prior right lo lhe use of lhe said fm name or lhe sarEiis deceplivety or confusingtysiftilarlo one already regislered.
Please do not pay for your Narne Reseruatron ahd Ettonsron VVITHTN THE SAME DAy.via FundsTEnsfer You may course your payment al any selected UnionBank bGnches oi attte SeCiette,
2004 SEC-iRegislerAll rights Reservedwww.sec_oov,oh
T
Reservation Payment ConfirmThis certines thatthe nanE CENTURY ACQUA LTFESreserved from Se ptem ber 4, 2014 lo Oece m b€r 3, 2014
ofl9/4120)4 5:2'7 PM
,8 I Print Ro&rvation Notice
Pnnl Finish
http://iregisters€c-gov.ph/MainServlet
Republic ot lhe Philippines
sEcuRtTtEs At{D ExcHAt{GE COitMtSStOt{
Reservation Notice:This certifes that the name ACQUA LIFESTYLE CLUB CORPORATION has been reserved from
Soptember 4, 2014 to Oecember 3,2014 by CARLOS BENEDICT KANGLEON RIVILLA.
Reference Reservation Number (RRN): RRt{20140904085115280
Type of Induslry: [K74990]Other Business Aclivities, N.E.C
Payment Transaction Number: (reier to SEC Teller)
ReseNation Fee: PhD 120.00
lmportant R6mandet!:
Please paywilhin 4 days (on or b€fore S€ptember 8, 2014, except on Salurdays and Sundays) alany SEC ofiice or at selected unionBank br3nches.
Please file your SEC Registration fomswilhinlhe reseruation pe od al SEC offce.
You may also accomplish and pdnt your SEC Registration foms online. For mor€ details, please
visit the SEC i-Regiatsr site at lreo,ilersec.oov.ph- In case you don't have an inlernet access,you may go to the nearest SECCCU Intemet desk. You will bs assisted by SECCCU slaff duringyour online regislration.
Please do nol pay foryour Nane R€servation and Exlension WTHIN THE SAME DAY via Funds
Transfer.
You may reserve a company nar|e for a maximum of 90 calendar days
lf you have nol completed your conpany regislration within the reservalion p€riod, you may applyfor reservation extension online or al sny SEC offce,
lfthe reservation pe od has elapsed and you stillhave not compleled youlcompany registration,yourcompany name IeseNalion will be forteited. In thiscase, you should veriry and reseNe the
company name again,
NoTE: The fad that the name is available at lhe date verified, it is not to be regarded as an
approval of the rcgistration of lhe compeny or any application for cfiange of nam€. No exp€ns€ forprinting of msledals using a verifed neme should be incur.ed until registralion takes effect. As lhisis a computer printout, any erasure or alteration on thi! document nullifes vetifrcation.
The applicant undortakes lo change the reserved name in case anolher peBon or firm has
acquired a prior right lo the use of the said frm name or lhe same is deceptively or contusinglysimilar to one already registered
2004 SEGiRegisterAll righls Reserv€d
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CERTIFICATE OF BANK DEPOSIT
TIT-356140525
ocToBER 29, 2014
The Securities and Exchange Commission
Greetings
Thrs is to certify that there is on deposit with this bank the sum of SIX MILLIONfWAIADBEL:|FTY THOUSAND PESOS ANp 00/100 (Php 6.250.000.00 underSavings Account No-003560242449 in the name ol !4L Carlos Benedict K. Rivi a lVTfeasurer-rn-Trust for CENTURY ACQUA LIFESfYLE CLUB CORPORATION. which isIn the process of incorooration.
The said depositmay be withdrawn inincorporation thereof
CRIgTIIIIAMa4<etlhg81f-5938
REPUBLIC OF THE PHILIPPINES)
SUBSCRIBED AND SWORNaffiant exhrbited to me his/her Tin No
is clear and free from lien. restriction. condition or holdout andbehalf of said company upon presentation of due
LOGO MARIA T O. CAPATIBranch811-5940
to before me thrs 29'" October 2014167 -589-322.
Doc. No 321Paoe No --F6I-
,
eo6r No --1y-s&tts o+ zDtq.
M.k u Cily 0726. Phil pp n€3
i;i rJo.4233439 /01.08.14l Mabti Cityl!.. No.9s1?S2 / 01.07.14 / Zambates
c. cR
,ry 2ubllc for Ma kati Cittapporntn€nt No. M,202U ntil December _:1, 2015
