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INCORPORATION CHECKLIST

FOR A WHOLLY-OWNED SUBSIDIARY

Information Requested Your Response / Remarks / Comments

CORPORATE NAME First Choice:

Please provide three preferred names of the corporation, in the order of your preference. Each one must have as its suffix, any Second Choice:
of the following: (i) Incorporated, (ii) Inc., (iii) Corporation, or (iv) Corp. (for example, XYZ Philippines, Inc.).
Third Choice:
The corporate name will be indicated in the articles of incorporation ("AOI").

PRIMARY PURPOSE CLAUSE

The Primary Purpose Clause provides a description of the main activity that the corporation will pursue. The language of the
primary purpose clause would depend on the activities to be performed by the corporation.

SECONDARY PURPOSES

We have provided a standard set of secondary purposes below, for your consideration. This refers to the secondary activities
that corporation may engage in.

1. To invest in, hold, purchase, acquire, lease, sell, convey, encumber, or otherwise, within the limits
allowed by law, any and all real and personal properties of every kind and description whatsoever,
which the Corporation may deem necessary or appropriate, and to own, hold, operate, improve,
develop, manage, administer, lease, sell, convey, encumber, exchange or otherwise dispose of the whole
or any part thereof, for itself or for others, for profit or advantage, without, however, managing
securities portfolio or similar securities or to act as broker of securities;

2. To raise capital or borrow money from not more than 19 lenders, including stockholders, to meet the
financial requirements of the business;

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 advancement of its interests;

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Information Requested Your Response / Remarks / Comments

4. To aid in any manner any corporation, association, or trust estate, domestic or foreign, or any firm or
individual, in which the Corporation holds any shares of stock, or in which or any bonds, debentures, notes,
securities, evidences of indebtedness, contracts, or obligations of which are held by or for the Corporation,
directly or indirectly or through other corporations or otherwise, without acting as stockbroker or dealer in
securities;

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 the
carrying on of any business or transaction deemed necessary, convenient or incidental to carrying out any
of the purposes of the Corporation;

6. To acquire or obtain from any government or authority, national, provincial, municipal or otherwise, or any
corporation, company or partnership or person, such charter, contracts, franchise, privileges, exemption,
licenses and concessions as may be conducive to any of the objects 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 real and personal
property anywhere within the Philippines;

8. To distribute the surplus profits of the Corporation to the stockholders thereof in kind, namely, properties of
the Corporation, particularly any shares of stock, debentures or securities of other companies belonging to
this Corporation;

9. To provide support, financial or otherwise, including guarantees, ,to the undertakings in which the
Corporation has a participating interest or which form a part of the group of companies to which the
Corporation belongs;

10. To render on an occasional basis assistance in any form (including but not limited to advances, loans,
credits, guarantees or granting of security) to third parties other than the group of companies to which
the Corporation belongs, subject to the condition that such assistance falls within the Corporation's best

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Information Requested Your Response / Remarks / Comments

interest, and the Corporation may participate in the creation, development, management and control of
any company or enterprise, either directly or indirectly, which have similar objects or whose objects are
closely related to its own;

11. To guarantee obligations of other entities in which the Corporation has lawful interest; and

12. To do or cause to be done any one or more of the acts and things herein set forth as its purposes, within or
without 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 of more of the powers herein
enumerated, or which shall at any time appear conducive to or expedient for the protection or benefit of this
Corporation.

Please review and let us know whether the above are acceptable. Please also let us know whether the corporation intends to
engage in other activities, so that we can include them in the secondary purposes to be stated in the AOI as may be necessary.
Please indicate the additional activities (if any) in the next column.

PRINCIPAL OFFICE ADDRESS

Please provide the complete and specific address of the corporation's principal office (i.e., building name, street number, street
name, barangay name, name of the city of location, and the postal or zip code).
CORPORATE TERM OF EXISTENCE

The corporation may exist for a maximum of 50 years from the date of its incorporation, extendible by another 50 years in any
single instance by amendment of the AOI. Please confirm that the corporate term will be 50 years, which is the maximum term
which a corporation may exist, subject to renewals. The corporate term may also be shortened anytime by amending the AOI.

INCORPORATORS

Please provide the following:

(a) the complete name, gender, nationality, address (including ZIP code and barangay), date of birth, and taxpayer
identification number ("TIN"), and passport details (name, date and place of issuance, date of expiration) in the case of
Filipino incorporators

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Information Requested Your Response / Remarks / Comments

(b) the complete name, address, date of birth, and passport details, in the case of foreign incorporators

When providing the requested information, please be mindful of the following:

 The Corporation Code requires a minimum of five and a maximum of 15 individuals to act as incorporators, who will
sign the AOI and By-Laws. A majority of the incorporators must be residents (as opposed to nationals) of the
Philippines. A foreigner with a valid visa to reside and work in the Philippines for at least one year would qualify as a
resident. Each incorporator must own at least one share in the corporation.
DIRECTORS

Please provide the following:

(a) the complete name, gender, nationality, address (including zip code and barangay), date of birth, TIN, and passport details
(name, date and place of issuance, date of expiration) in the case of Filipino directors; and

(b) the complete name, address, date of birth, and passport details, in the case of foreign directors.

When providing the requested information, please be mindful of the following:

 A corporation may have a minimum of five and a maximum of 15 directors. As the nature of the corporation's proposed
business will not be subject to any nationality restrictions, all five directors may be foreigners. However, a majority of the
directors must be residents of the Philippines. Expatriates with the appropriate Philippine working visa valid for at least
one year are considered Philippine residents.

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Information Requested Your Response / Remarks / Comments

CAPITAL STRUCTURE

Please provide the following:

(a) amount of authorized capital, the number of shares into which it should be divided, and the par value per share

(b) the amount of subscribed capital, which must be at least 25% of the authorized capital

(c) the amount of paid-up capital, which must be at least 25% of the subscribed capital

(d) the complete name of the entity that will subscribe to the shares (i.e., the immediate parent company of the corporation) (Please accomplish the attached Capital Structure Form)

When providing the requested information, please be mindful of the following:

 For the par value per share, the amounts commonly used in the Philippines are PHP 1, PHP 10, or PHP 100 per share.

 The shares in the corporation may be divided into classes or series of shares, or both. Any of the classes or series of
shares may have such rights, privileges or restrictions as may be stated in the AOI, to the extent allowed by law. The
common shares can have a par value greater than the par value of the preferred shares. On the other hand, you may also
opt for the shares not the have any classifications, in which case all shares will be common shares. This is normally the
case in wholly-owned subsidiaries.

TREASURER-IN-TRUST

Please provide the following:

(a) the complete name, nationality, gender, complete address (including ZIP code and barangay), and TIN of your
representative whom you would like to designate as treasurer-in-trust, who must be a Philippine resident; and

(b) the name of the bank in the Philippines with which the treasurer-in-trust (TIT) bank account will be opened (if the entity
will open a TIT account). The opening of a TIT account is not mandatory.
FISCAL YEAR

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Information Requested Your Response / Remarks / Comments

Please provide your preferred fiscal year for the corporation. This may follow the calendar year or any other specific fiscal
year. Any twelve-month period may be provided for the fiscal year. There is no standard or common fiscal year for Philippine
corporations.

DATE OF ANNUAL STOCKHOLDERS' MEETING

Please provide your preferred date for the annual stockholders' meeting of the corporation. The proposed date may either be a
fixed date (i.e., 15 April) or a variable date (i.e., second Monday of April).

Normally, annual stockholders' meetings are held only after the audited financial statements are already available, and before
the deadline for the filing the income tax returns of the corporation. Based on our experience, auditors usually complete their
audit and issue the audited financial statements approximately three months after the close of the accounting period. On the
other hand, under Philippine law, a corporation is required to file its annual income tax return not later than the 15th day of the
fourth month after the close of its taxable year (whether the accounting period follows the fiscal or calendar year).