BY –LAWS

of

SMART SPEED, INC.

Doing business under the name and style of ‘Smart Speed, Inc.’ and ‘Smart
Speed’.

ARTICLE 1
NAME AND DOMICILE

Section 1. Name. This corporation shall be known as Smart Speed, Inc.

Section 2. Domicile. The principal office of the Smart Speed Inc. shall be located at Block 5, San
Nicolas, Tarlac City, Philippines. Representative offices in other parts of the Philippines may, from
time to time, be established and/or maintained upon approval by the Board of Directors of the
Corporation.

ARTICLE II
MEETINGS of STOCKHOLDERS (SEC. 49) [Sec 46 (b)]

Section 1. Annual or Regular Meetings. Annual meetings of the board of directors of the
corporation shall be held every 15 th of July of each year at the main office of the Corporation or in
such other places in the city where the principal office of the Corporation is located as may
be designated in the notice. If the date of the annual meeting falls on a legal holiday, the
annual meeting shall be held on the next succeeding business day which is not a legal
holiday, at such hour as may be specified in the notice of said meeting.

Regular meeting of the Board of Directors shall be held monthly. (Sec. 52)

Section 2. Special Meetings. The special meetings, for any purpose or purposes, may at any time
be called by any of the following: (a) Chairman of the Board, (b) the President of the
Corporation, at their discretion, or (c) upon request in writing addressed to the Chairman of
the Board, signed by a majority of the members of the Board of Directors, or (d) by two or
more stockholders registered as the owners of at least thirty percent (30%) of the total
shares of stock issued and outstanding which are entitled to vote.

Section 3. Place of Meetings. Annual or regular meetings shall be held in the Principal Office of the
Corporation. Special meetings may be held anytime and anywhere in the Philippines . (Sec. 50)

Section 4. Notice of Meetings. Annual or Regular and Special meetings stating the date, time and
place of the meeting must be sent to every director or trustee at least fifteen (15) business days
prior to the scheduled meeting.
 Each notice shall further be accompanied by the following:

(a) The agenda of the meeting

(b) A proxy form which shall be submitted to the corporate secretary within a reasonable
time prior to the meeting

(c) When the meeting is for the election of directors or trustees, the requirements and
procedure for nomination and election. (Sec. 50)

Written of printed notice of all annual and regular or special meetings of

stockholders shall be transmitted by personal delivery, mail, telegraph, facsimile, or
electronic mail to each stockholder of record entitled to vote thereat at his address last
known to the Secretary of the Corporation.
.
Section 5. Conduct of Meetings. Meeting of the stockholders as well as the Directors shall be
presided over by the Chairman, or in his absence, by the President. (Sec. 53)

Section 6. Minutes. When the Secretary designated in for purposes of such meetings is not
present, the chairman of the meeting shall appoint an acting secretary for such meeting.

Section 7. Quorum. Majority of the Directors shall constitute a quorum. Unless otherwise provided
by law, all regular or special meetings of stockholders shall consist of the stockholder/s
representing a majority of the outstanding capital stock. (Sec. 51)
In the absence of a quorum, any officer entitled to preside or act as Secretary of such
meeting, shall have the power to adjourn the meeting from time to time, until stockholders
holding the requisite number of shares shall be present or represented.

Section 7. Vote. At each meeting of the stockholders, every stockholder shall be entitled to
vote in person or by proxy for each share of stock held by him which has voting power upon
the matters in question. The votes for the election of directors, and, except upon demand by
any stockholder, the votes upon any question before the meeting, except with respect to
procedural question determined by the chairman of the meeting, shall be by viva voce, or
show of hands.

Section 8. Voting Proxies. Any stockholder entitled to vote in a regular or special meeting may be
represented by /proxy. Proxies shall be in writing, signed by the stockholder and filed before the
scheduled meeting with the Corporate Secretary for inspection and recording. Unless otherwise
provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall
be valid and effective for a period longer than five (5) years at any one time. (Sec. 57)

Section 9. Order of Business. The Order of Business at the annual meeting and as far as
possible at all other meetings of the stockholders shall be as follows:

1. Calling the Roll.

2. Secretary’s proof of due notice of the meeting and existence of a quorum.
3. Reading and approval of any unapproved minutes.
4. Reports of officers, annual and otherwise.
5. Financial Report and Approval of Financial Statements for the preceding year.
6. Election of Directors.
 7. Unfinished business.
8. New Business.
9. Transaction of such other matters as may properly come during the meeting.
10. Adjournment.

Section 10. Adjournment. Any meeting of the stockholders, annual, regular or special, may
adjourn from time to time at the same or some other place, and notice need not be given of
any such adjourned meeting, if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the reconvened meeting, the Corporation may transact
any business which might have been transacted at the original meeting.

Article III
The Board of Directors [Sec. 46 (a)]

Section 1. Powers of the Boards. Unless otherwise provided by law, the corporate power of
the Corporation shall be exercised, all business conducted and all property of the
Corporation controlled and held by the Board of Directors to be elected by and from among
the stockholders. Without prejudice to such general powers as may be granted by law, the
Board of Directors shall have the following express powers:
a. From time to time, make and change rules and regulations not inconsistent with these
by laws for the management of the Corporation’s business affairs;
b. To purchase, receive, take or otherwise acquire in any lawful manner, for and in the
name of the Corporation, any and all properties, rights, interest, or privileges for such
consideration and upon such terms and conditions as the Board may deem proper or
convenient;
c. To sell, or otherwise dispose of any property, real or personal, belonging to the
Corporation, whenever in the Board’s judgment, the Corporation’s interest would
thereby be promoted; provided that no agreement, contract, or obligation involving
the payment of money or of the credit or liability of the Corporation shall be made
without the approval of the Board of Directors;
d. To prosecute, maintain, defend compromise or abandon any lawsuit in which the
Corporation or its officers are either plaintiffs or defendants in connection with the
business of the Corporation, and likewise, to grant installments for the payment or
settlement of whatsoever debts or payments to the Corporation;
e. To delegate from time to time, any of the powers of the Board which may lawfully be
delegated in the course of the current business or businesses of the Corporation to
any standing or special or to any officer or agent and to appoint any person to be
agents of the Corporation with such powers, and upon such terms, as may be deemed
fit; and
f. To implement these by-laws and to act on any matter not covered by these by-laws
provided such matter does not require the approval or consent of the stockholders
under any existing law, rule, and regulation.

Section 1. Number, Election and Term of Office. The business and property of the Corporation
shall be managed by a Board of five (5) Directors who shall be stockholders and who shall be
elected annually by the stockholders owning majority of the subscribed capital stock entitled
to vote in the manner provided in these by-laws for a term of one year and shall serve until
the election and acceptance of their duly qualified successors, or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided. (Sec. 22) The
directors of the Corporation shall be elected by plurality of vote at the annual meeting of the
Stockholders for that year at which a quorum is present.

Section 2. Regular Meeting. Regular Meetings of the Board of Directors shall be held monthly.
(Sec. 52)

Section 3. Special Meeting. Special meetings may be requested by the President, Vice President,
Secretary, or any two directors. (Sec 52)

Section 4. Notice. Notice of Regular or Special meeting shall state the date, time and place of the
meeting which must be sent five (5) business days prior to the scheduled meeting. (Sec 52)

Section 2. Required Share. Every director must own at least one (1) share of the capital stock of
the corporation. Any director who ceases to be the owner of at least one (1) share of the capital
stock of the corporation shall cease to be a director. A majority of the directors must be residents of
the Philippines. (Sec. 22) No person shall qualify or be eligible for nomination or election to the
Board of Directors if he is engaged in any business which competes with or is conflicting to that of
the Corporation.

Section 3. Disqualification. The following are persons who are disqualified from being a Director
of this corporation within 5 years after the commission of the following acts:

1. A person convicted of Final judgement for these offense:

a. An offense punishable by imprisonment for a period exceeding six (6) years;

b. Violation of the revised Corporation Code;

b. Violation of R.A. 8799, otherwise known as "The Securities Regulation Code";

2. Persons found administratively liable for any offense involving fraudulent acts; and

3. By a foreign court or equivalent foreign regulatory authority for acts, violating or

misconduct similar to those enumerated in paragraph nos. 1 and 2 above. (Sec. 26)

Section 5. Removal. A director shall be subject to removal, with or without cause, at a meeting of
the stockholders called for that purpose. (SEc 27)

.
Section 6. Vacancies Any vacancy occurring in the Board of Directors other than by removal by
the stockholders or by expiration of term, may be filled by the vote of at least a majority of the
remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the
stockholders at a regular or at any special meeting of stockholders called for the purpose. A director
so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office
and until his successor is duly elected and qualified.

The vacancy resulting from the removal of a director by the stockholders in the manner provided by
law may be filled by election at the same meeting of stockholders without
further notice, or at any regular or at any special meeting of stockholders called for the purpose,
after giving notice as prescribed in these by-laws. (Sec. 28)

Section 7. Resignations. Any director of the Corporation may resign at any time by giving written
notice to the President or the Secretary of the Corporation. The resignation of any director shall
take effect as of the date of its acceptance by the Board of Directors.
Section 8. Compensation. The directors shall not receive any compensation, as such directors,
except for reasonable per diems. Any compensation may be granted to directors by the vote of the
stockholders representing at least a majority of the outstanding capital stock at a regular or special
stockholders’ meeting, In no case shall the total yearly compensation of directors, as such directors,
exceed ten (10%) percent of the net income before income tax of the corporation during the
preceding year. (Sec. 29)

ARTICLE IV
OFFICERS

Section 1. Duties. The corporate powers of the corporation shall be exercised. All business
conducted and all property of the corporation be controlled and held by the board of directors to be
elected from among the holders of stocks, who shall hold office for one (1) year and until their
successors are elected and qualified. (Sec. 22)

ARTICLE V
MANNER OF ELECTION OR APPOINTMENT, QUALIFICATION AND THE TERM OF OFFICE
CORPORATE OFFICERS (Sec. 24)

Section 1. Corporate Officers. Immediately after their election, the directors of a

corporation must formally organize by the election of a PRESIDENT, who shall be a director,
a TREASURER who must be a resident, a SECRETARY who shall be a resident and citizen of
the Philippines, and such other officers.

Section 2. Prohibition. Two (2) or more positions may be held concurrently by the same
officer, however no one shall act as PRESIDENT and SECRETARY or as PRESIDENT and
TREASURER at the same time.

Section 3. Term. The officers of the corporation shall hold office for one (1) year and until
the successors are elected and qualified.
Section 4. Duties. The officers of the corporation shall perform functions as required by
existing laws, rules and regulations.

Article VI
Amendment to By –Laws

The By-Laws may be amended, repealed, and adopted by the Board of Directors by
majority of the quorum, or the stockholders who owns at least majority of the outstanding
capital stock. (Sec. 47)

ARTICLE VII
FISCAL YEAR

The Fiscal year of the Corporation shall begin in the first day of January and end on the last
day of December of each year.

ARTICLE VIII
SEAL

The Corporate Seal shall be determined by the Board of Directors.

IN WITNESS WHEREOF, we, the undersigned incorporators and/or stockholders present at

said meeting and voting thereat in favor of the adoption of said by-laws, have hereunto subscribed
our names this 10th day of April, 2019 at Tarlac City, Tarlac, Philippines.

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