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SECRETARYS CERTIFICATE

I, ________________________________, _____________ (please indicate name,


surname, nationality), single/married, with residence address at
______________________________, _____________________, after having been duly
sworn in accordance with law, hereby depose and say that:

1. I am the duly elected Corporate Secretary of


__________________________ (hereinafter referred to as the Company), a
corporation existing and organized under and by virtue of the laws of the
________________, and duly registered with the ______________________________;

2. At the Board of Directors meeting of the Company held on


__________________, _______ (date) at __________________________________
(location), at which meeting a quorum of the Board of Directors was present,
the following resolution was unanimously passed and approved, to wit:

RESOLUTION

RESOLVED, That, the Board of Directors hereby authorizes


the establishment of a branch office in the Philippines in
accordance with the laws of the Philippines, under the legal
name of _______________________________________ (hereinafter the
Branch).
RESOLVED, FURTHER, That, the principal activities of the
Branch shall
be___________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
_________________________________________________________________.

RESOLVED, FURTHER, that the legal address of the Branch


shall be
_______________________________________________________________
__________________________________________________________________
_________________________________________________________________.

RESOLVED, FURTHER, that the Board of Directors hereby


authorizes the appointment of _________________________________,
(please indicate: name, surname, nationality,) who currently
resides at
_________________________________________________________
(indicate place of residence), as the Resident Agent of the Branch
who is hereby empowered to accept service of summons and
processes in legal proceedings against the Company and of all
notices affecting the same. In the absence of such Resident
Agent or upon cessation of the Companys operations in the
Philippines, any summons or legal processes may be served on
the Securities and Exchange Commission as if the same is made
upon the Company at its home office.

RESOLVED, FURTHER, That, the Board of Directors hereby


authorizes the engagement of the legal and professional services
of _______________________________ of the law firm of Baniqued and
Baniqued (Attorneys-at-Law) for the purpose of providing
assistance in the execution, signing, delivery, filing, and follow-
up of documents for the establishment of the branch office, and
to transact with the Securities and Exchange Commission, the
Bureau of Internal Revenue, relevant local government units and
other various offices and agencies on behalf of the Company in
relation thereto, under the prevailing laws and regulations of the
Philippines.

RESOLVED, FINALLY, That, the Board of Directors hereby


authorizes the opening of a bank account, whether savings,
checking or any similar account, in connection with the
establishment of a branch office in the Philippines, with the
_______________________________________ (name of Philippine Bank)
or any banking institution in the Philippines, subject to the
following:

a. Any withdrawal from, or charge against, the funds


maintained in the Bank Account by way of checks,
withdrawal slips, debit instructions, fund transfer,
check encashment/endorsement and similar
instruments shall be signed, executed and
delivered by ___________________________________,
whose specimen signature appears below:

Specimen Signature:
________________________________

b. _____________________________ is hereby authorized


to act for and represent the Company in
connection with the use of online banking and/or
mobile banking (collectively referred to as e-
Banking Facilities) in connection with the Bank
Account, including but not limited to: (i)
designating and/or changing, from time to time,
the Companys User ID and password for the Bank
Account to be enrolled in the e-Banking Facilities;
(ii) accessing the enrolled Bank Account with the
use of the said user ID and password; and (iii)
making use of any feature relating to e-Banking
Facilities.

3. I hereby certify that the foregoing resolutions are in full force and
effect and that they have not been revoked, amended or cancelled.

IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of


___________ 201__, at _________________________.

____________________________
Signature over Printed Name
Affiant

SUBSCRIBED AND SWORN to before me, a notary public in and for


_____________ this _________ day of ______________________, 201__. The affiant,
whom I identified through the following competent evidence of identity:
___________________________________, issued on _______________________
personally signed the foregoing instrument before me and avowed under the
penalty of law to the whole truth of the contents of said instrument.

____________________________
Notary Public