REPUBLIC OF THE PHILIPPINES)

____________________________)S.S.

SECRETARY’S CERTIFICATE

I, Mary Anne Espineda Funtanar, Filipino citizen, of legal age, with office address at
Magic Star Square 2217 Leveriza St., Pasay City, being the current Corporate Secretary of
ONE SOUTHLAND GROUP INC.. [“the Corporation”], a domestic corporation duly organized
and existing under Philippine laws, with principal office located at Magic Star Square 2217
Leveriza St., Pasay City, do hereby certify that at a meeting of the Board of Directors of the
Corporation held at principal address on August 28, 2017, during which a quorum was present
and acting throughout, the following resolutions were approved by majority vote:

“RESOLVED, as it is hereby resolved, that the Corporation, through its

Representative/s identified hereunder, shall transact with BDO UNIBANK, INC.,
including its trust department, and/ or any of its branches, subsidiaries, or affiliates,
including but not limited to BDO Capital & Investment Corporation and BDO Leasing
and Finance, Inc. [ collectively “BDO”] to obtain loan facilities and other credit
accommodations, as well as their products and services;

“RESOLVED, FURTHER, as it is hereby resolved, that in this regard, the

Corporation shall be authorized to do the following

1. OPEN AND MAINTAIN DEPOSITORY ACCOUNTS. To open, maintain, operate

and manage in the name of the Corporation, any number of savings, current, time
and other accounts with BDO (the “Depository Accounts”), and to:

1a. Deposit to and withdraw or make fund transfers from the Depository Accounts,
in whatever form and manner, and in such amount as the Representatives may
deem appropriate or necessary;

1b. Receive, accept, endorse and negotiate all checks, drafts, or orders of
payment payable to the Corporation or its order that may require the Corporation's
endorsement;

1c. Enroll and use the Corporation's Depository Accounts with BDO to serve as
debit account/s to fund the needs/requirements of its subsidiaries and/or affiliates,
subject to existing policies of BDO thereon; and

1d. Close the Depository Accounts and ask, demand, sue for, collect, and receive
the proceeds of the Depository Accounts.

2. OPEN AND MAINTAIN CORPORATE CARD ACCOUNT. To apply, maintain

and manage in the name of the Corporation, any number of Corporate Card
accounts of any Card brand / product offered by BDO, including but not limited to
Purchasing, Distribution and Fleet Card, with BDO or any of its branches,
hereinafter to be referred to as Corporate Card Accounts, and in this regard, to:

2a. Authorize BDO to issue Corporate Cards from said Corporate Card Accounts
to the Corporation’s qualified officers or employees (‘Assignees”);

2b. Fully pay and settle any and all purchases made and/or expenses incurred
by said Assignees through the use of the issued Corporate Cards, including
interest and service charges that may accrue thereto, through any means,
including the enrollment and use of the Corporation's Depository Accounts under
an Automatic Debit Arrangement, if applicable.

3. AVAIL OF PRODUCTS AND SERVICES. To apply for, avail, and/or register for
any and all products and services offered by BDO, including but not limited to:

3a. Products and services offered by BDO's Consumer Lending Group-Credit

Card Unit and in this regard, to:

3b. Apply for merchant affiliation which includes acceptance of credit cards
and/or ATM / debit cards and/or other types of cards for transactions that will pass
through BDO’s Point-of-Sale (POS) terminals and/or for internet transactions
and/or other payment platforms;

3c. Products and services offered by BDO's Trust and Investments Group
and in this regard, to:

i. Open and maintain trust (including UITFs), investment management,

 fiduciary and other accounts;
ii. Give instructions/approvals in connection with the account/s opened.

3d. Products and services offered by the BDO's Treasury Group and in this
regard to:

i. Purchase, and sell securities, as well as to invest in other money market

instruments and products such as but not limited to, government securities
and corporate papers including those issued by BDO;
ii. Enter into foreign exchange dealings such as buying and selling of foreign
exchange;
iii. Enter into derivatives transactions including but not limited to swaps,
options, and forwards;
iv. Appoint authorized trader/s of the Corporation to deal with BDO, as well
as, execute, deliver and perform any and all agreements, instruments,
contracts, documents as may be necessary to effect the foregoing
transactions.

For the purpose of investments or dealings in or purchase/sale

of securities or other documents of title, to appoint BDO as the
Corporation's true and lawful attorney, to act for its name and in its behalf
in transacting business directly or indirectly with the appropriate
government securities registry/custodian, a BSP accredited securities
custodian/securities registry or an SEC authorized central securities
depository in accordance with the relevant BSP regulations, to do and
perform every act necessary that the Corporation might or could do in
reference to any and all corporate and government bonds, bills of
exchange, certificates of deposits, convertible bonds, debentures,
promissory notes, shares of stock, certificates of participation in any fund,
and such other commercial paper, documents, and instruments of any
kind or nature.

3f. Products and Services offered by BDO Capital & Investments Corporation
and in this regard to:

i. Purchase and sell securities, as well as to invest in and other money

market instruments and products such as but not limited to, government
securities and corporate papers including those issued by BDO;

ii. Appoint authorized trader/s of the Corporation to deal with BDO

Capital & Investments Corporation, as well as, execute, deliver and
perform any and all agreements, instruments, contracts, documents as
may be necessary to effect the foregoing transactions.

For the purpose of investments or dealing in or purchase/sale of

securities, to appoint BDO Capital & Investments Corporation as the
Corporation's true and lawful attorney, to act for its name and in its behalf
in transacting business directly or indirectly with the appropriate
government securities registry/custodian, a BSP accredited securities
custodian/securities registry or an SEC authorized central securities
depository in accordance with the relevant BSP regulations, to do and
perform every act necessary that the Corporation might or could do in
reference to any and all corporate and government bonds, bills of
exchange, certificates of deposits, convertible bonds, debentures,
promissory notes, shares of stock, certificates of participation in any fund,
and such other commercial paper, documents, and instruments of any
kind or nature.

3g. Products and Services offered by BDO's Transaction Banking Group such
as:

i. Cash Management Services, collection and disbursement services,

liquidity management, account services and retail products, and in this
regard to execute, deliver and perform any and all enrollment forms,
notices, instructions and debit authorizations including without limitation
designation of e-mail addresses authorized to transmit files and/or
instructions that may be required or permitted under the terms of said
documents; and to give consent to or allow the enrollment, use and
 aggregation of the Corporation’s accounts with BDO for the purpose of
allowing the Corporation’s related companies to comply with any average
daily balance requirement required by BDO, and/or use the Corporation’s
accounts with BDO to serve as debit accounts, under such terms and
subject to the conditions that the Representatives may in their sole
discretion deem necessary or appropriate;

ii. Electronic Banking Services such as but not limited to Business Online
Banking (BOB), electronic payment and collection services, payroll
services through Internet, Cash Card services, and such other Internet-
based products and services that are now or in the future be offered by
BDO, and in this regard to execute, deliver and perform such agreements,
contracts, documents, instruments and other writings under such terms
and conditions that the Representatives may in their sole discretion deem
necessary or appropriate to avail of said products and services, and for
this purpose, for the Representative/s to designate, enroll, dis-enroll and/or
re-enroll: (a) Users (such as but not limited to System Administrators,
Authorizers, and Releasers) of the BOB facility with authority to exercise
and perform access rights with respect to the enrolled Depository Accounts
as may be allowed under the BDO terms and conditions governing the
BOB facility, and other transactions that Users are allowed to perform
under BOB; and (b) Depository Accounts in BOB, as well as merchants,
subscribers and/or third party accounts for bills and other payments.

iii. Remittance Products and Services, and in this regard to execute, deliver
and perform such agreements, contracts, documents, instruments and
other writings under such terms and conditions that the Representatives
may in their sole discretion deem necessary or appropriate to avail of said
products and services.

4. AVAIL OF CREDIT AND LEASE FACILITIES. To apply for, negotiate and obtain
loans, credit and/or lease accommodations or facilities, such as letters of credit,
trust receipts, bills purchases, foreign exchange settlement lines from time to time
in amounts which may be required by the Corporation, which authority shall
include extensions, renewals, re-availments, increases, excess / overavailments,
rollovers, restructurings, novations, amendments or conversions into other credit
form or type, and in this regard, to:

4a. Execute, sign and deliver from time to time the relevant loan, lease
agreements, promissory note/s, disclosure statements, lease schedules, trust
receipts and any and all other documents pertinent and necessary to implement
the accommodations / facilities referred hereto;

4b. Lease from and/or sell to BDO Leasing and Finance, Inc. (BDOLFI) and/or
BDO Rental, Inc. (BDORI), real and/or personal property (such as motor vehicle/s,
vessels, aircraft, equipment and/or machinery) including availment of BDOLFI's
or BDORI's facilities such as Installment Paper Purchase, factoring, floor stock
financing, assignment of trade receivables and sale-and-lease back transactions.

5. AVAILABILITY OF CREDIT FACILITY/IES TO CO-USER/S. To allow the

following individual/s, subsidiary/ies, affiliate/s, entity/ies to share / use / avail /
earmark against the Corporation’s credit facility/ies with BDO.

6. MORTGAGE, PLEDGE, ASSIGN CORPORATION PROPERTY. To mortgage,

pledge, assign or otherwise encumber properties of the Corporation, whether real
or personal, as collaterals for credit accommodations extended by BDO.

7. APPOINT AND CONSTITUTE ATTORNEY-IN-FACT. To appoint and constitute

BDO as its attorney-in-fact, with full powers of substitution, to register the lease,
sale, mortgage, pledge, assignment and/or encumbrance as well as cancellation
thereof with any and all appropriate government offices / agencies; The
Corporation hereby declares that the power of attorney is coupled with interest
and is irrevocable until all obligations secured by the aforementioned properties
of the Corporation are fully paid to the entire satisfaction of BDO and released in
writing by the latter.”

“RESOLVED, FURTHER, that in order to implement the resolutions hereto,

any one two all _________ of the following officers of the Corporation (the
“Representative/s”):
NAME POSITION SPECIMEN SIGNATURE

Yuanzi Ding Treasurer _________________

shall be authorized as they are hereby authorized to represent, and transact for and
on behalf of the Corporation to enter into arrangements with BDO under such terms
and conditions as the Representative/s may deem necessary or appropriate, and to
execute, deliver and perform any and all of the agreements, contracts, documents,
instruments and other writings that may be necessary to obtain and/or implement the
foregoing transactions. Provided, further, that the Representative/s are hereby
authorized with full powers of substitution, to receive, for and on behalf of the
Corporation any and all of the mortgaged / pledged / assigned and / encumbered
property/ies of the Corporation upon full payment to the entire satisfaction of BDO of
the obligations secured thereby.”

“RESOLVED, FURTHER, that the Corporation hereby ratifies and confirms

all that the Representatives may lawfully do or cause to be done by virtue of these
presents;

RESOLVED, FURTHER, that the foregoing Resolutions shall remain valid

and subsisting unless otherwise revoked or amended in writing by the Corporation
duly served upon and received by BDO; and

RESOLVED, FINALLY, that any one of the Representative/s is hereby

empowered to provide BDO with a copy of these resolutions.”

After the adjournment of the meeting of the Board of Directors, a special

meeting of all the Stockholders of record of the Corporation was also held on May
16, 2018, and by the unanimous vote of stockholders representing all of the
outstanding capital stock, passed and adopted the aforesaid Resolutions approved
by the Board of Directors.

8. That the CORPORATION has a Board of Directors composed of FIVE (5) member
and the following are the current members of the board of directors elected in the
special meeting of stockholders held on May 16, 2018:

NAME POSITION

Sonny Ramos Que President

MARY ANNE ESPINEDA FUNTANAR Corporate Secretary
Yuanzi Ding Treasurer
Mary Hannah Po Board of Director
Kris Anthony Hidalgo Board of Director

9. That the principal officers of the Corporation elected in the Organizational Meeting
of the Board of Directors held on May 16, 2018 are as follows:

NAME POSITION

Sonny Ramos Que President

MARY ANNE ESPINEDA FUNTANAR Corporate Secretary
Yuanzi Ding Treasurer

10. That list of principal stockholders owning at least 2% of the capital stock are as
follows:

NAME POSITION

Sonny Ramos Que President

Mary Anne Espineda Funtanar Corporate Secretary
Yuanzi Ding Treasurer

That the foregoing information is in accordance with the records of the

CORPORATION and Securities and Exchange Commission;

IN WITNESS WHEREOF, this certification has been signed this day of

______________ in __________.
 CERTIFIED CORRECT:

MARY ANNE ESPINEDA FUNTANAR

Corporate Secretary

SUBSCRIBED AND SWORN TO before me at ________________________

on ___________________; affiant exhibited to me the following:

Competent Communit Date /

Name Evidence of y Tax Place
Identity Certificate Issued

MARY ANNE ESPINEDA FUNTANAR TIN NO. _____________________

and is/are personally known to or identified by me to be the same person/s who

executed the foregoing instrument and he/she/they further affirmed and made oath
as to the said instrument.

Doc. No. _____________;

Page No. ______________;
Book No. _____________;
Series of _____________.