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(STOCK)

ARTICLES OF INCORPORATION
OF

ALPHA, INC.
(Name of Corporation) Know All Men By These Presents: The undersigned incorporators, all of legal age and majority of whom are residents of the Philippines, have this day voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines. THAT WE HEREBY CERTIFY THAT: FIRST: The name of this corporation shall be:

ALPHA, INC.
SECOND: (A.) The primary purpose of this corporation is: 1. To engage in the business of a holding company; to buy and hold shares of other companies, whether common, preferred, treasury, founders or other kinds of shares, either by subscribing to the unissued shares of the capital stock in public or private offerings or by purchasing the shares of other stockholders by way of assignment in private sale; to invest in the stock or equity of other companies; to acquire rights in the stock of other companies by way of pledge, chattel mortgage or assignment; to sell, dispose, assign, pledge or convey any or all of its shareholdings in other companies in favor of qualified persons by way of private sale, assignment or other forms of private conveyance, all in accordance with the Corporation Code, the Securities Act and other applicable laws and regulations; 2. To engage in the business of a holding company; to buy and hold shares of other companies, whether common, preferred, treasury, founders or other kinds of shares, either by subscribing to the unissued shares of the capital stock in public or private offerings or by purchasing the shares of other stockholders by way of assignment in private sale; to invest in the stock or equity of other companies; to acquire rights in the stock of other companies by way of pledge, chattel mortgage or assignment; to sell, dispose, assign, pledge or convey any or all of its shareholdings in other companies in favor of qualified persons by way of private sale, assignment or other forms of private conveyance, all in accordance with the Corporation Code, the Securities Act and other applicable laws and regulations; To vote its shareholdings in other companies and exercise all the rights of a shareholder under the Corporation Code and

3.

applicable laws; 4. To do other acts and things, necessary, desirable or appropriate for the attainment of the foregoing purposes.

(B) The secondary purpose of the corporation is: to acquire, maintain and dispose of properties necessary to keep the company in operation and to perform other acts and things secondary or incidental to the primary purpose of the corporation. (C) The corporation shall have all the express powers of a corporation as provided for under Section 36 of the Corporation Code of the Philippines. THIRD: The place where the principal office of the corporation is to be established is at Metro, Manila, Philippines. FOURTH: The term for which the corporation is to exist is fifty (50) years from and after the date of issuance of the certificate of incorporation. FIFTH: The names , nationalities, and residences of the incorporators are as follows: Name Levin F. Jones Nationality U. S. Address 254 Charlestown Suites Amber Drive, Ortigas Center, Pasig City, Metro Manila 254 Charlestown Suites Amber Drive, Ortigas Center, Pasig City, Metro Manila 515 Celeridad St., Pasay City, Metro Manila Blk. 32, Lot 18, Soldiers Hill Subdivision, Muntinlupa City 9671-C, Pililla St., Rizal Village Makati City

Sheila B. Jones

Filipino

Claudine Felipe

Filipino

Victor R. Nable

Filipino

Wella Montinola

Filipino

SIXTH: That the number of directors of said corporation shall be five (5) and that the incorporators shall constitute the first board of directors. SEVENTH: The authorized capital stock of the corporation is PESOS: FIVE HUNDRED THOUSAND (P500,000.00) in lawful money of the Philippines, divided into FIVE THOUSAND (5,000) SHARES, with a par value of PESOS: ONE HUNDRED (PHP 100.00) per share. EIGHTH: 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 Levin F. Jones No of Amount Nationality Shares Subscribed Subscribed U. S. 600 735 Amount Paid

P60,000.00 P35,000.00 P7,350.00 P2,000.00

Sheila B. Jones Filipino

Claudine Felipe Filipino Victor R. Nable Filipino Wella Montinola Filipino Total

50 50 65 1,500

P5,000.00 P5,000.00 P6,000.00

P200.00 P200.00 P100.00

P150,000.00 P37,500.00

NINTH: 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 corporation and this restriction shall be indicated in the stocks certificates issued by the corporation. Furthermore, no transfer of stock in favor of parties other than existing stockholders shall be registered in the books of the corporation unless the same is first tendered to the corporation or other existing stockholders under the same terms and conditions, the same offer to be effective for a period not exceeding thirty (30) days from such tender. TENTH : That Sheila F. Jones has been elected by the subscribers as treasurer of the corporation to act as such until her successor is duly elected and qualified in accordance with the by-laws; and that as such Treasurer, she has been authorized to receive, for and in the name of the corporation, all subscriptions paid in by the subscribers. ELEVENTH: The corporation manifests its willingness to change its corporate name in the event another person, firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it.

IN WITNESS WHEREOF, we have set our hand this 18th day of November 1999 in Makati City, Metro Manila. LEVIN F. JONES SHEILA B. JONES

CLAUDINE FELIPE

VICTOR R. NABLE

WELLA MONTINOLA

WITNESSES: _________________ __________________

ACKNOWLEDGMENT

Republic of the Philippines) Makati City, Metro Manila )

BEFORE ME, a notary public for and in the City of Makati, Metro Manila, Philippines, this ___ day of November 1999, personally appeared:

Name

CTC/Passport No.

Date

Place

all known to me to be the same persons who executed the foregoing Articles of Incorporation and they acknowledged to me that the same is of 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 2000..

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