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ARTICLES OF INCORPORATION

Of

MINULUAN SOUTH MARKETING, INC.

(Name of Corporation)

KNOW ALL PERSONS BY THESE PRESENTS:

We, the undersigned incorporators, all of legal age, have this day voluntarily Agreed
to form a stock corporation under the laws of the Republic of the Philippines.

THAT WE HEREBY CERTIFY:

Article 1: That the name of this corporation shall be

MINULUAN SOUTH MARKETING, INC.

Article 11: That the purposes for which this corporation is formed are:

PRIMARY PUPOSE

To engage in the business of importation and/or distribution, either retail or wholesale, of


animal feed additives, including but not limited to vitamins, amino acids and enzymes as
ingredients in feed formulation, either retail or wholesale, of poultry and livestock feeds
with the above-named feed additives.

MINULUAN is the historic name of Talisay City in Negros Occidental. It is also the Name of
the largest river in the city.

MINULUAN is the chosen name of the corporation as the incorporators were born in Talisay
City, Negros Occidental.
SECONDARY PURPOSES

1. To purchase, acquire, own, lease, sell and convey to the extent allowed by
Law, property of every kind and description as may be necessary or incidental to the
Conduct of its corporate business,

2. To raise capital or borrow money from not more the nineteen (19) lenders,
including its stockholders, to meet the financial requirements of its business.

3. To invest in other companies and enter into joint venture agreements with
any company, partnership, persons or government entities, domestic or foreign, for the
advancement of its interest and in carry out its primary purpose;

4. To establish and operate branch offices or agencies to carry out any or all of
its operations and business without any restriction as to place or amount;

5. To do and perform all acts and things necessary or incidental to the


accomplishment of the foregoing purposes or the exercise of any or all the powers of a
corporation for the benefit of this corporation for the benefit of this corporation and its
stockholders.

Article 111: That the corporation shall have its principal office at:

No./Street : Unit 1209 12th Floor Ramos Tower

City/Town : Ramos, Cebu City

Province : Cebu

Article IV: That the term for which said corporation is to exist is FIFTY (50)

Years from and after the date of issuance of the certificate of incorporation.

Article V: That the names, nationalities, and residence of the incorporators,

Majority of whom are residents of the Philippines, are as follow:

Name Nationality Residence

(Complete address)

JOHNDY P. LABAYEN FILIPINO Purok 22, Brgy., Casisang, Malaybalay City, Bukidnon

ADRIAN L. SIMONDO FILIPINO No.11 Burgos St. Talisay City, Negros Occidental

JOEFFREY L. TOLEDO FILIPINO No.11 Burgos St. Talisay City, Negros Occidental

CRISTINA L. MOSQUERA FILIPINO Brgy. Zone 4, Talisay City, Negros Occidental

ERIC S. LABAYEN FILIPINO No.11 Burgos St. Talisay City, Negros Occidental
Articles VI: That all of directors of the corporation shall be FIVE (5); and the
names, nationalities and residences of the first directors of the corporation, Majority of
whom are residents of the Philippines, are as follows:

Name Nationality Residence

(Complete address)

JOHNDY P. LABAYEN FILIPINO Purok 22, Brgy., Casisang, Malaybalay City, Bukidnon

ADRIAN L. SIMONDO FILIPINO No.11 Burgos St. Talisay City, Negros Occidental

JOEFFREY L. TOLEDO FILIPINO No.11 Burgos St. Talisay City, Negros Occidental

CRISTINA L. MOSQUERA FILIPINO Brgy. Zone 4, Talisay City, Negros Occidental

ERIC S. LABAYEN FILIPINO No.11 Burgos St. Talisay City, Negros Occidental
Article VII: That the authorized capital stock of the corporation is TWO MILLION
PESOS (Php2,000,000.00) in lawful money of the Philippines, divided into TWENTY
THOUSAND PESOS (Php20,000.00) shares with the par value of ONE HUNDRED PESOS
(Php100.00) per share.

Article VIII: That the following persons have subscribed to the authorized Capital
stock; and 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 SHARES AMOUNT AMOUNT PAID


SUBCRIBED SUBSCRIBED

JOHNDY P. LABAYEN FILIPINO 4,000 Php400,000.00 Php400,000.00

ADRIAN L. SIMONDO FILIPINO 500 Php 50,000.00 Php 12,500.00

JOEFFREY L. TOLEDO FILIPINO 400 Php 40,000.00 Php 10,000.00

CRISTINA L. MOSQUERA FILIPINO 50 Php 5,000.00 Php 1,250.00

ERIC S. LABAYEN FILIPINO 50 Php 5,000.00 Php 1,250.00

TOTAL: 5,000.00 Php500,000.00 Ph425,000.00


Article IX: That 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 the corporation.

Article X: That ADRIAN L. SIMONDO 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 and for the benefit of the corporation, all subscriptions paid by the
subscribers.

Article XI: That the incorporators and directors undertakes to change the name
of the corporation as herein provided, or as amended thereafter, 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 as misleading, deceptive, confusingly similar to a registered
name, or contrary to public morals, good custom or public policy.

IN WITNESS WHEREOF, we have set our hands this ____day of ______at ________,
Philippines.

SGD: JOHNDY P. LABAYEN SGD: JOEFFREY L. TOLECO SGD: ERIC S. LABAYEN

TIN: 190-977-497-000 TIN: 297-254-649-000 TIN: 942-108-249-000

SGD: ADRIAN L. SIMONDO SGD: CRISTINA L. MOSQUERA

TIN: 923-647-087-000 TIN: 938-908-117-000

Signed in the presence of

_____________________ _____________________
ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

)SS

BEFORE ME, a Notary Public in and for ____________Philippines, this _____day of


____________personally appeared:

Name Tin/Id Date & Place Issued

JOHNDY P. LABAYEN TIN: 190-977-497-000 Issued by the BIR/DOB: 11/29/1963

ADRIAN L. SIMONDO TIN: 923-647-087-000 Issued by the BIR/DOB: 5/15/1979

JOEFFREY L. TOLECO TIN: 297-254-649-000 Issued by the BIR/DOB: 4/5/1988

CRISTINA L. MOSQUERA TIN: 938-908-117-000 Issued by the BIR/DOB: 10/11/1978

ERIC S. LABAYEN TIN: 942-108-249-000 Issued by the BIR/DOB: 9/14/1980

All known to me known to be the same persons who executed the foregoing Articles of
Incorporation and they acknowledge to me that the same is 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 2016

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