Special SPA

SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
I, SOLOMON S. GUNDY, of legal age, single/married, with residence

at Blk 1 Lt 1 Doña Carmen St. Dacoville Dumoy, Davao City Philippines
8000 do hereby appoint, name and constitute ATTY. JUAN LORENZO U.
NARTATEZ, likewise of legal age, single, with residence at 101 A. Luna St.
Indang, Cavite Philippines 4122, to appear for me and in my behalf and/or
represent me at the PRE-TRIAL CONFERENCE, and all other proceedings
in the case entitled “People of the Philippines vs. Gundy.” which is pending
before the Sandiganbayan, Seventh Division, Quezon City with docket
number Criminal Case No. SB-456-CRZ-2894 with full and special power
to do and perform any of the following:
1. To negotiate, conclude, enter into and execute a compromise or
amicable settlement of the case under such terms and conditions as
my attorney-in-fact may deem just and reasonable.
2. To agree on the simplification of issues:
3. To amend pleadings:
4. To obtain stipulations or admissions of facts and of documents to
avoid unnecessary proof;
5. To do and agree on such other matters as may aid in the prompt
disposition of the action.
I hereby grant my representative full power and authority to execute
and perform every act necessary to render effective the power to compromise
as though I myself have so performed it and hereby approving all that he may
do by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hands this 10th day
of January 2020, in the city of Davao
SOLOMON S. GUNDY
Principal
ATTY. JUAN LORENZO U. NARTATEZ

Authorized Representative
SIGNED IN THE PRESENCE OF
_________________________ _________________________
REPUBLIC OF THE PHILIPPINES)

CITY OF DAVAO ) SS.
ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the City of Davao,

personally appeared SOLOMON S. GUNDY with Passport number 1645789
issued on July 20, 2018 at Davao City and Tax Identification Number (TIN)
767619, known to me and to me known to be the same person who executed
the foregoing instrument which he acknowledged to me to be his free and
voluntary act and deed, consisting of two (2) pages, including this page in
which this Acknowledgement is written.
WITNESS MY HAND AND SEAL this 10th of January, 2020 at

Davao City, Philippines.
Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
SPECIAL POWER OF ATTORNEY
That I, JUAN LORENZO U. NARTATEZ, Filipino, of legal age,

single and resident of 101 A. Luna St. Indang Cavite, Philippines 4122 do
hereby constitute and appoint, JOHANNI MARI U. NARTATEZ, Filipino,
of legal age, single with residence and postal address at Blk 1 Lt 1 Doña
Carmen St. Dacoville, Dumoy Davao City, Philippines 8000 as my true and
legal representative to act for and in my name and stead and to submit any and
all relevant documents pertinent to and necessary for my application for
registration as a professional with the Bureau of Internal Revenue and other
relevant government offices and agencies.
HEREBY GIVING AND GRANTING unto our Attorney-in-Fact the
full power and authority to do and perform all acts and thing whatsoever
necessary to be done in and about the premises, as fully to all intent and
purposes as we might or could do if personally present hereby ratifying and
confirming all previous transaction of all kinds and all that my said Attorney-
in-Fact, his/her delegates or substitute shall lawfully do or cause to be done
by virtue of these presents.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day

JUAN LORENZO U. NARTATEZ

Principal
JOHANNI MARI U. NARTATEZ

Attorney-in-fact
_________________________ _________________________
CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

personally appeared JOHANNI MARI NARTATEZ with Passport number
1645789 issued on July 20, 2018 at Davao City and Tax Identification
Number (TIN) 767619, known to me and to me known to be the
same person who executed the foregoing instrument which he acknowledged
to me to be his free and voluntary act and deed, consisting of two (2) pages,
including this page in which this Acknowledgement is written.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
REVOCATION OF SPECIAL POWER OF ATTORNEY
WHEREAS, under the date of December 22, 2019, I JOHANNI

MARI U. NARTATEZ executed a Special Power of Attorney, naming and
appointing JUAN LORENZO U. NARTATEZ as my true and lawful
Attorney-in-Fact, for the purposes and with the powers set forth in the
instrument which was ratified before Atty. Gene Claude Jose, Notary Public
in and for the collection of my final pay at Leverage Credit Recovery Inc., as
per Doc no. 13 Page no. 3 Book no. 2, Series of 2018 of his Notarial Register;
NOW THEREFORE, I have revoked, countermanded, annulled and

made void, and by these presents do revoke, countermand and make void the
said Special Power of Attorney and all powers and authorities therein granted
and conferred upon said Attorney-in-Fact.
IN WITNESS WHEREOF, I have hereunto set my hands this 10th day

_________________________ _________________________

CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

Number (TIN) 767619, known to me and to me known to be the
same person who executed the foregoing instrument which he acknowledged
to me to be his free and voluntary act and deed, consisting of only two (2)
pages, including this page in which this Acknowledgement is written.
Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
PROMISSORY NOTE
FOR VALUE RECEIVED, I JOMBI C. HIPONIA the Borrower

promise to pay without need of demand to the order of EZER IVAN R.
BACAYO the LENDER, at his office at Door 3, EIB Bldg, Bacaca Road, El-
rio, Davao City, the principal amount of TEN THOUSAND PESOS (P
10,000.00) on or before November 10, 2020.
In addition to the foregoing, I promise to pay monthly interest at the
rate of TWO (2%) percent, without need of demand, starting from
the month of February until this note is fully paid.
This note shall be governed and constructed in accordance with the laws
of the Republic of the Philippines.
This note is executed by the Borrower and delivered to the Lender this
10th Day of January 2020 at Davao City, Philippines.
JOMBI C. HIPONIA
Borrower

CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

personally appeared JOMBI C. HIPONIA with Passport number 1785789
issued on October 23, 2018 at Davao City and Tax Identification Number
(TIN) 987619, known to me and to me known to be the same person who
executed the foregoing instrument which he acknowledged to me to be
his free and voluntary act and deed, consisting of only (1) page, including this
page in which this Acknowledgement is written.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
BILL OF EXCHANGE
Pay to the order of JOEMARIE C. LAZO the sum of TEN

THOUSAND PESOS (P10,000.00) and charge the same to the account of
HANZO N. FERNANDO at Banco de Oro with account number 498746512.
HANZO N. FERNANDO
Drawer
TO:
JOEMARIE C. LAZO
Block 4, Lot 33 Sunrise Village, Matina, Davao City.

CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

personally appeared HANZO N. FERNANDO with Passport number 992411
issued on June 4, 2018 at Davao City and Tax Identification Number (TIN)
94512, known to me and to me known to be the same person who executed
the foregoing instrument which he acknowledged to me to be his free and
voluntary act and deed, consisting of only (1) page, including this page in

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
CHECK
ARTICLES OF LIMITED PARTNERSHIP
OF
“MARIE VIE , LTD”
That we, the undersigned partners, all of legal age, residents and
citizens of the Philippines, have on this day voluntarily associated ourselves
together for the purpose of forming a limited partnership under the following
terms and conditions and subject to existing and applicable laws of the
Republic of the Philippines:
AND WE HEREBY CERTIFY:
ARTICLE I. Partnership Name: That the name of this

partnership shall be MARIE VIE LTD and shall transact business under
the said company name.
ARTICLE II. Business Purpose: That the purpose/s for which this
partnership is formed are as follows:
1. To conduct business related to graphics design, layout editing including
business promotion and advertising.
2. To conduct photography and videography service for any occasion.
ARTICLE III. Principal Place of Business: That the principal place

of business of this partnership shall be located at Door 8, Shank Bldg, Ulas,
Davao City.
ARTICLE IV. Term of Existence: That this partnership shall have a

term of THREE (3) years from and after the original recording of its Articles
of Partnership by the Securities and Exchange Commission.
Articles of Partnership
ARTICLE V. Partners’ Circumstances: That the names,

nationalities and complete residence addresses of the partners are as follows:
Name Nationality Complete Residence Address Kind of Partner
JOHANNI MARI U. NARTATEZ Filipino Block 1, Lot 1, Dacoville, Davao City. General Partner
SANDRA D. UCHO Filipino Block 2, Lot 8, Sunset Village, Ulas, Davao City Limited Partner
SARA S. DONGI Filipino Door 9, XY Apartment, Matina, Davao City Limited Partner
ARTICLE VI. Capital Contributions: That the capital of this

Partnership shall be the amount of FIVE HUNDRED THOUSAND PESOS
(P500,000.00), Philippine Currency, contributed in cash by the partners, as
follows:
Name Amount Contributed
JOHANNI MARI U. NARTATEZ THREE HUNDRED THOUSAND PESOS (P300,000.00)
SANDRA D. UCHO ONE HUNDRED THOUSAND PESOS (P100,000.00)
SARA S. DONGI ONE HUNDRED THOUSAND PESOS (P100,000.00)
That no transfer of interest which will reduce the ownership of Filipino

citizens to less than the required percentage of capital as provided by existing
laws shall be allowed or permitted to be recorded in the proper books of the
partnership.
ARTICLE VII. Sharing Ratios: That the profits and losses of this
partnership shall be divided and distributed proportionately on the ratio of the
capital contribution of each partner.
ARTICLE VIII. Management: That this partnership shall be

under JOHANNI MARI U. NARTATEZ, as General Manager, who shall
be in charge of the management of the affairs of the company. she shall have
the power to use the partnership name and in otherwise performing such acts
as are necessary and expedient in the management of the firm and to carry out
its lawful purposes.
ARTICLE IX. Undertaking to Change Name: That the partners
undertake to change the name of this partnership, 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 customs or public policy.
IN WITNESS WHEREOF, we have hereunto affixed our
signatures this 10th day of January 2020 at Davao City, Philippines.
JOHANNI MARI U. NARTATEZ

TIN: 103-56-51256
SANDRA D. UCHO
TIN: 143-74-99563
SARA S. DONGI
TIN: 162-52-22353
_________________________ _________________________
CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

Number (TIN) 103-56-51256, SANDRA D. UCHO with Passport number
7895789 issued on August 22, 2018 at Davao City and Tax Identification
Number (TIN) 143-74-99563, and SARA S. DONGI with Passport number
4512023 issued on August 29, 2018 at Davao City and Tax Identification
Number (TIN) 162-52-22353 known to me and to me known to be the
same persons who executed the foregoing instrument which they
acknowledged to me to be their free and voluntary act and deed,
consisting of five (5) pages, including this page in which this
Acknowledgement is written.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020
ARTICLES OF PARTNERSHIP
OF
“MARIE VIE”
That, we the undersigned,; all of legal age and residents of the republic
of the Philippines, have agreed to amend a general partnership under the terms
and conditions herein set forth and subject to the provisions of existing laws
of the Republic of the Philippines.
AND WE HEREBY CERTIFY:
ARTICLE I: That the name of the partnership shall be MARIE VIE.
ARTICLE II: That the principal office of the Partnership shall be

located at Door 3, SMV Bldg, KM 9, Buhangin, Davao City.
ARTICLE III: That the names, citizenship, and residence of the

partners of the said partnership are as follows:
Name Residence Citizenship

JOHANNI MARI NARTATEZ Block 1, Lot 2, Dacoville Dumoy, Davao City Filipino
SEFIA MARI VICTORIA Block 34, Lot 9, IWHA Subdivision, Davao City Filipino
ARTICLE IV: That the term for which said partnership is to exist is
five (5) years from the original recording of the said partnership by the
Securities and Exchange Commission.
ARTICLE V: That the purpose for which said partnership is performed

as follows:
1. To conduct business related to graphics design, layout editing including
business promotion and advertising.
2. To conduct photography and videography service for any occasion.
ARTICLE VI: That the capital of this partnership shall be Five Hundred
Thousand (₱ 500,000.00) Pesos, Philippine Currency contributed in cash by
the partners as follows:
Name Amount Contributed

JOHANNI MARI NARTATEZ ₱ 250,000.00
SEFIA MARI VICTORIA ₱ 250,000.00
TOTAL ₱ 500,000.00
ARTICLE VII: That the profits and losses shall be divided prorate
among the partners.
ARTICLE VIII: That the firm shall be under the management of

JOHANNI MARI NARTATEZ as General Manager and as such she shall
have charge of the management of the affairs of the partnership.
ARTICLE IX: That the partners undertake to change the name of the
partnership immediately upon the receipt of notice or directive from the
Securities and Exchange Commission that another partnership, corporation or
person has acquired a prior right to the use of the name or that the name has
been declared misleading, deceptive, confusingly similar to a registered name,
or contrary to public morals, good customs or public policy.
IN WITNESS WHEREOF, we have hereunto set our hands this 10th

day of January 2020, in the city of Davao
_________________________ _________________________
JOHANNI MARI NARTATEZ SEFIA MARI VICTORIA
TIN: 103-56-5562 TIN: 198-55-5592
CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

Number (TIN) 103-56-5562 and SEFIA MARI VICTORIA with Passport
number 698532 issued on June 7, 2018 at Davao City and Tax Identification
Number (TIN) 198-55-5592, known to me and to me known to be the
same persons who executed the foregoing instrument which they
acknowledged to me to be their free and voluntary act and deed,
consisting of three (3) pages, including this page in which this
Acknowledgement is written.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
ARTICLES OF INCORPORATION AND BY-LAWS – STOCK
CORPORATION
Articles of Incorporation
Of
ALTISSIA, INC.
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;
AND WE HEREBYCERTIFY:
FIRST: That the name of said corporation shall be

ALTISSIA, INC.
SECOND: That the purpose for which such corporation is incorporated:

PRIMARY PURPOSE
A) To engage in, carry on and undertake the general business of trading,
merchandising, distributing, selling, buying, producing,
manufacturing, importing, exporting, or dealing in all kinds of
goods, merchandise, and other objects of business, commerce and
trade, whether real or personal, in wholesale or retail.
SECONDARY PURPOSE
1. To own, purchase, hold, lease, let, sell, mortgage, encumber,

dispose of and/or otherwise deal with such properties, real or
personal or mixed, in any part of the Philippines or any other
country, as the purpose for which this corporation is formed may
permit, as lands, buildings and warehouses, as well as
machinery, equipment, trucks and/or vehicles and other
properties as may be necessary or incidental to the conduct of
the corporate business.
2. To locate, take or lease, purchase or otherwise acquire, and to

hold, own, occupy, use, explore, `dispose of, pledge, mortgage,
hypothecate or otherwise deal in lands, timberlands, real estate,
water and water rights, grants, concessions, licenses, leases and
franchises in connection thereto, either absolutely or
conditionally.
Provided that the corporation shall not solicit, accept or take

investments/placements from the public neither shall it issue investment
contracts.
THIRD: That the principal office of the corporation is located in

Door 1, MVAR Bldg, Km 4, Mc-Arthur Highway, Matina, Davao City.
FOURTH: That the term for which said corporation is to exist shall be
FORTY-NINE (49) years from and after the date of issuance of the certificate
of incorporation;
FIFTH: That the names, nationalities and residences of the

incorporators are as follows:
Name Nationality Residence
Francis F. Si Filipino Block 23, Lot 2
Philam Village, Ulas,
Davao City
Joseph F. Si Filipino Block 23, Lot 8
Davao City
Peter F. Si Filipino Block 23, Lot 10
Davao City
Paul F. Si Filipino Block 23, Lot 3
Davao City
James F. Si Filipino Block 23, Lot 2 Star
Village, Matina,
Davao City
SIXTH: That the number of directors of said corporation shall be five
(5) and that the names, nationalities and residences of the first directors who
are to serve until their successors are elected and qualified as provided by the
by-laws are as follows:
Name Nationality Residence
Francis F. Si Filipino Block 23, Lot 2
Davao City
Joseph F. Si Filipino Block 23, Lot 8
Davao City
Peter F. Si Filipino Block 23, Lot 10
Davao City
Paul F. Si Filipino Block 23, Lot 3
Davao City
James F. Si Filipino Block 23, Lot 2 Star
Village, Matina,
Davao City
SEVENTH: That the authorized capital stock of the corporation is

ONE MILLION PESOS (Php 1,000,000.00), Philippine Currency,
consisting of Ten Thousand Common Shares (10,000.00) with the par of
value of One Hundred Pesos (P100.00), per share.
EIGHT: That at least twenty five (25%) percent of the authorized

capital stock above has been subscribed as follows:
Name No. of shares Amount Subscribed
subscribed
Joseph F. Si 2,000 P 200,000.00
Francis F. Si 2,000 P 200,000.00
Peter F. Si 2,000 P 200,000.00
Paul F. Si 2,000 P 200,000.00
James F. Si 2,000 P 200, 000.00
10,000 P1,000,000.00
Total
NINTH: That the above-named subscribers have paid at least twenty-

five (25%) percent of the total subscription as follows:
Name Amount Paid-in on Subscription
Joseph F. Si P 50, 000.00
Francis F. Si P 50, 000.00
Peter F. Si P 50, 000.00
Paul F. Si P 50, 000.00
James F. Si P 50, 000.00
Total P 250, 000.00
TENTH: That PETER F. SI 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 or donations paid or given by the subscribers.
ELEVENTH: That no transfer of stock or interest which will reduce

the 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 and this restriction shall be
indicated in all the stock certificates issued by the corporation.
TWELFTH: That the incorporators and directors undertake 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 hereunto signed these Articles of

Incorporation, this 10th day of January 2020, in the City of Davao, Republic
of the Philippines.
JOSEPH F. SI
T.I.N. – 2239-071-A
Passport ID: A-170171
FRANCIS F. SI
T.I.N. 3040-124-5
PETER F. SI
T.I.N. – 1029-272-4
PAUL F. SI
T.I.N. – 5229-012-4
JAMES F. SI
T.I.N. – 1267-793-8

CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

personally appeared:
JOSEPH F. SI
T.I.N. – 2239-071-A
FRANCIS F. SI
T.I.N. 3040-124-5
PETER F. SI
T.I.N. – 1029-272-4
PAUL F. SI
T.I.N. – 5229-012-4
JAMES F. SI
T.I.N. – 1267-793-8
known to me and to me known to be the same persons who executed

the foregoing instrument which they acknowledged to me to be their free and
voluntary act and deed, consisting of six (6) pages, including this page in

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
TREASURER’S CERTIFICATE
REPUBLIC OF THE PHILIPPINES )

CITY OF DAVAO ) S.S
I, PETER F. SI, of legal age, Filipino and a Resident of Block 23, Lot
10 Philam Village, Ulas, Davao City being duly sworn in accordance of the
law hereby depose and say:
That I have been elected by the subscribers of the corporation as
Treasurer thereof, to act as such until my successor has been duly elected and
qualified in accordance with the by-laws of the corporation, and that as such
Treasurer, I hereby certify under oath that at least 25% of the authorized
capital stock of the corporation has been subscribed and at least 25% of the
total subscriptions has been paid, and received by me, in cash or property, in
the amount of ONE MILLION PESOS (P1,000,000.00) in accordance with
the Corporation Code
PETER F. SI
Corporate Treasurer
Subscribed and Sworn before me in Davao City, on this 10 th day of

January 2020, affiant PETER F. SI, who is personally known to me and to
be the same person who executed the foregoing instrument and who exhibited
to me his TIN NUMBER 1029-272-4 who was identified by me through
competent evidence of identity to be the same person who executed the
foregoing instrument.
Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
BY –LAWS
OF
ALTISSIA, INC.
I. THE TIME, PLACE AND MANNER OF CALLING AND

CONDUCTING REGULAR OR SPECIAL MEETINGS OF THE
DIRECTORS.
a) Regular meetings of the board of directors of the corporation shall

be held monthly, unless the by-laws provide otherwise.
b) Special meetings of the board of directors may be held at any time

upon the call of the president or as provided in the by-laws
c) Meetings of directors may be held anywhere in or outside of the

Philippines, unless the by-laws provide otherwise. Notice of regular
or special meetings stating the date, time and place of the meeting
must be sent to every director or trustee at least one (1) day prior to
the scheduled meeting, unless otherwise provided by the by-laws. A
director may waive this requirement, either expressly or impliedly.
II. THE TIME AND MANNER OF CALLING AND CONDUCTING

REGULAR OR SPECIAL MEETINGS OF THE STOCKHOLDERS.
a) Regular or annual meetings of stockholders shall be held annually

on April 26 (specific date).
b) Written notice of regular meetings shall be sent to all stockholders

of record at least two (2) weeks prior to the meeting, unless a
different period is required by the by-laws.
c) Special meetings of stockholders shall be held at any time deemed

necessary or as provided in the by-laws:
d) Written notice of special meetings shall be sent to all stockholders

at least one week prior to the meeting, unless a different period is
required by the by-laws.
e) Stockholders’ meetings, whether regular or special, shall be held in

the city or municipality where the principal office of the corporation
is located, and if practicable in the principal office of the
corporation. Davao City shall, for the purpose of this provision, be
considered city or municipality.
III. THE REQUIRED QUORUM IN MEETINGS OF STOCKHOLDERS
a) The required quorum in meetings of stockholders shall consist of the

stockholder/s representing a majority of the outstanding capital
stock.
IV. THE FORM FOR PROXIES OF STOCKHOLDERS AND THE

MANNER OF VOTING THEM
a) Stockholders may vote in person or by proxy in all meetings of

stockholders. Proxies shall be in writing, signed by the stockholder
and filed before the scheduled meeting with the corporate secretary.
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.
V. THE QUALIFICATIONS, DUTIES, TERM AND COMPENSATION

OF DIRECTORS
a) No person convicted by final judgment of an offense punishable by

imprisonment for a period exceeding six (6) years, or a violation of
this Code, committed within five (5) years prior to the date of his
election shall qualify as a director. Every director must own at least
one (1) share of the capital stock of the corporation, which share
shall stand in his name on the books 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 thereby cease to be a director. A
majority of the directors must be residents of the Philippines.
b) 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.
c) 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.
VI. THE MANNER OF ELECTION OR APPOINTMENT,
QUALIFICATION AND THE TERM OF OFFICE OF ALL
OFFICERS OTHER THAN DIRECTORS
a) 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 may or may not be a director, a
SECRETARY who shall be a resident and citizen of the Philippines,
and such other officers as may be provided in the by-laws. 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. The officers of
the corporation shall hold office for one (1) year and until the
successors are elected and qualified. The officers of the corporation
shall perform functions as required by existing laws, rules and
regulations.
VII. FISCAL YEAR
a) The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December of each year.
VIII. SEAL
a) The corporate seal shall be determined by the Board of Directors.
IX. MISCELLANEOUS PROVISIONS:
a) Matters not covered by the provisions of these by-laws shall be

governed by the provisions of the Corporation Code of the
Philippines.
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 January 2020, at Davao City, Philippines.
JOSEPH F. SI
T.I.N. – 2239-071-A
FRANCIS F. SI
T.I.N. 3040-124-5
PETER F. SI
T.I.N. – 1029-272-4
PAUL F. SI
T.I.N. – 5229-012-4
JAMES F. SI
T.I.N. – 1267-793-8

CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

personally appeared:
JOSEPH F. SI
T.I.N. – 2239-071-A
FRANCIS F. SI
T.I.N. 3040-124-5
PETER F. SI
T.I.N. – 1029-272-4
PAUL F. SI
T.I.N. – 5229-012-4
JAMES F. SI
T.I.N. – 1267-793-8
known to me and to me known to be the same persons who executed

the foregoing instrument which they acknowledged to me to be their free and
voluntary act and deed, consisting of six (6) pages, including this page in

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
SECRETARY’S CERTIFICATE
I, KEVIN S. WOKOKO, of legal age, being the duly elected and

qualified Corporate Secretary of WOKOKO SONS GROUP INC. (the
“Corporation”) with principal office at Door 2, Wokoko Bldg., J.P Laurel
Avenue Bajada Davao City after having been sworn according to law, hereby
depose and state:
That a Special Meeting of the Board of Directors of the Corporation
held on January 7, 2020, at which meeting a quorum was present and acting
throughout, the following resolutions were unanimously approved:
“ RESOLVED, that the Corporation be, as it is hereby, authorized to
enter into transaction and/or avail of products or facilities of, or brokered by,
or through the intermediation of, PHILTRUST BANK (PTC), or any of its
branches, affiliates, and wholly/partly owned subsidiaries (hereinafter
individually or collectively referred to as “PTC” for the purpose of these
resolutions), including but not limited to, deposit accounts (including
phone/electronic/internet banking facilities), cash management services, and
similar transactions as the Corporation may deem reasonable, beneficial and
in the furtherance of the interest of the Corporation;
“RESOLVED, that any two (2) of the following officers or directors
of the Corporation be, as they are hereby, authorized to sign, for and in behalf
of the credit instructions, fund transfer instructions, check encashment/
endorsement, forms, agreements, or contracts as may be appropriate and/ or
required for the implementation of the foregoing powers/transactions,
authorized above;
Position Name of Incumbent Officers/Directors Signature
CHAIRMAN JAMES S. WOKOKO
DIRECTOR JAMES S. WOKOKO
DIRECTOR KEVIN S. WOKOKO
DIRECTOR PAUL S. WOKOKO
DIRECTOR KENNETH WOKOKO
“RESOLVED, that the Corporate Secretary or the Asst. Corp.

Secretary of the Corporation be authorized, to submit the updated lists of
incumbent officers/directors occupying the above mentioned positions, from
time to time.
“RESOLVED further that in addition to the cited signatories, any one
of the following corporate personnel has the authority to inquire on matters
pertaining to the corporation’s account, e.g. outstanding balances, as well as
the authority to confirm the due issuance of the corporation’s checks, the
correctness of all the entries thereon and/or its regularity (vis-à-vis technical
validity/deficiencies) of the same any other related transaction/matters:
Authorized Person Signature
MARY CRIS S. LIBRE
JANALYN U. TIMBOGAN
ELEIZER P. GONZALEZ
“RESOLVED furthermore that the authorized signatories are hereby

given authority to submit the updated list of authorized personnel occupying
the above mentioned positions whenever applicable and necessary.
“RESOLVED, FINALLY, that this Resolution shall remain valid,
subsisting and enforceable unless subsequently modified, revoked, rescinded
or superseded by a resolution of the Board of Directors and a copy of such
resolution is actually received by PTC.
IN WITNESS WHEREOF, I have hereunto set my hands this 10TH day of

January 2020, at Davao City, Philippines.
KEVIN S. WOKOKO
CORPORATE SECRETARY

DAVAO CITY )SS
Subscribed and Sworn before me in Davao City, on this 10 th day of January

2020, affiant KEVIN S. WOKOKO, who is personally known to me and to
be the same person who executed the foregoing instrument and who exhibited
to me his TIN NUMBER 2229-272-8 who was identified by me through
competent evidence of identity to be the same person who executed the
foregoing instrument.
Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
CERTIFICATION OF BOARD RESOLUTION
I, JAN SHARON G. SOCO, of legal age, Filipino, with a residential

address at 2238 Paraiso St., East Village, Davao City, Philippines, on
the basis of corporate records, do hereby certify under oath that:
I am the Corporate Secretary of ONE MIDGUARD GROUP

CORPORATION, a corporation duly organized and existing under the
laws of the Republic of the Philippines with principal office address at
5/F Prudence Mansion, Fernandez St., Dumoy, Davao City.
That on January 8, 2020 at its principal place of business, the Board of

Directors and Stockholders of the Corporation held its annual meeting
wherein a quorum was present, and the following resolution was
unanimously approved to wit:
That as such Secretary, I am the custodian of the corporate records of

ONE MIDGUARD GROUP CORPORATION including the
minutes of the meetings of the Board of Directors.
That at a meeting held at its principal place of business, at which

meeting, a quorum was present; and pursuant to a duly made, seconded,
and unanimously carried motion, the following resolution were adopted
and approved by the Corporation’s Board of Directors.
BOARD RESOLUTION NO. 4

Series of 2020
RESOLVED AS IT IS HEREBY RESOLVED that the Board of

Directors hereby calls for the Corporation’s Stockholders to
SUBSCRIBE for ADDITIONAL SHARES OF STOCK shall
amount to a total of SIXTY MILLION PESOS (P60,000,000.00)
representing 600,000 shares at P100.00 per share.
RESOLVED FURTHER that the ADDITIONAL SUBSCRIPTION

shall be made sometime on February 2020 by the following
Stockholders with the corresponding amounts of their subscriptions, to
wit:
ADDITIONAL
NAMES CAPITAL
SUBSCRIPTION
JAN SHARON G. SOCO P15,000,000.00
DAVID L. SOCO 15,000,000.00
JAMES O. SOHOTON JR. 15,000,000.00
JAMES JUSTIN K. SANO 15,000,000.00
TOTAL ADDITIONAL P60,000,000.00
SUBSCRIPTION
RESOLVED FINALLY that amount paid up for the ADDITIONAL

SUBSCRIPTION are as follows:
ADDITIONAL
NAMES CAPITAL
SUBSCRIPTION
JAN SHARON G. SOCO P3,803,375.00
DAVID L. SOCO 3,803,375.00
JAMES O. SOHOTON JR. 3,803,375.00
JAMES JUSTIN K. SANO 3,803,375.00
TOTAL AMOUNT PAID UP P15,213,500.00
That I am executing this Certification of Board Resolution for whatever

purpose/s it may serve the corporation and that the same is a true and
correct copy of a resolution duly adopted at a meeting of the Board of
Directors thereof, convened and held in accordance with Law and the
By-Laws of the corporation.
That the foregoing resolution has not been altered, modified or revoked
and that the same is still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this

_________________________ in Davao City, Philippines.
JAN SHARON G. SOCO

Corporate Secretary
SSS ID No. 33-9536624-4

DAVAO CITY )SS
Subscribed and Sworn before me in Davao City, on this 10 th day of January

2020, affiant JAN SHARON G. SOCO, who is personally known to me and
to be the same person who executed the foregoing instrument and who
exhibited to me her SSS ID No. 33-9536624-4 who was identified by me
through competent evidence of identity to be the same person who executed
the foregoing instrument.
Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;
MINUTES OF BOARD OF DIRECTORS’
AND STOCKHOLDERS’ MEETING
Excerpt from the minutes of the special meeting of the Board of Directors and
Stockholders of ONE GREAT ALTISSIA GROUP, INC. (OGAGI for
brevity) duly called and held on January 6, 2020 at its principal office at 4th
Level, Doors 23-30, AYC Bldg., J.P. Laurel Avenue, Davao City, Philippines,
commencing at ten (10:00) o’clock in the morning;
PRESENT WERE:
CLOUD L. SEVILLA, JR. -CHAIRMAN / PRESIDENT

JUSTIN L. LEONPUSO - MEMBER / SECRETARY
KELVIN C. PUSA - MEMBER/TREASURER/CHIEF FINANCIAL OFFICER
KRISTINE C. CHINGCHONG - MEMBER
NOTICE OF THE BOARD OF DIRECTORS AND STOCKHOLDERS’

MEETING
TO: Board of Directors and Stockholders of ONE GREAT ALTISSIA

GROUP, INC. (OGAGI)
DATE: JANUARY 6, 2020
Please be advised that the Board of Directors and Stockholders’ meeting of

ONE GREAT ASIA GROUP, INC. will be held on January 6, 2020 at ten (10)
o’clock in the morning at the principal office of the Corporation at 4th Level,
Doors 23-30, AYC Bldg., J.P. Laurel Avenue, Davao City, Philippines,
commencing at ten (10:00) o’clock in the morning;
ROLL CALL
Meeting was called to order by the Chairman of the Board. A quorum of

directors was present, and the meeting, having been duly convened, was ready
to proceed with business.
AGENDA
Update/s with regards the financial standing of the Corporation as a

Franchisee of food businesses, and reports in relation to the economic
performance of the Corporation, and interests of the Stockholders,
among others.
PRESIDENT’S REPORT
The President of the Corporation CLOUD L. SEVILLA, JR, welcomed

everyone to the meeting and presented the meeting’s agenda to those present.
The Board of Directors and Stockholders noted the aforesaid agenda.
DISCUSSION
KELVIN C. PUSA, Treasurer / Chief Financial Officer of OGAGI, rendered

his report and discussed the current financial status of the Corporation.
Moreover, he presented to the Stockholders the Corporation’s audited

financial statements which comprise the consolidated balance sheets and the
consolidated statements of comprehensive income and statements of cash
flows and a summary of accounting policies and other explanatory
information.
The Directors and/or Stockholders therein present were satisfied of the

economic performance of the Corporation and saw its progress in the financial
aspect. Consequently, they welcomed the idea of issuing new shares of stock
for future subscription by its Stockholders. Such proposed idea was thereby
reserved for discussion, consideration, and approval sometime in the future,
considering the contingencies along the way and the continued financial
progress, stability, and viability of the Corporation.
JUSTIN L. LEONPUSO, Secretary of the Corporation, took note of the ideas

and the discussions conferred and agreed to by them.
Corollary, CLOUD L. SEVILLA, JR Chairman of the Board and President,

requested for and followed-up the status of the Corporation as a Franchisee of
various food business and transferred its business Chicken Bravo to YUMMY
EXPERT INCORPORATED. Whereby the company all its rights, title,
obligations and interest over the aforementioned business franchise together
with the management and operations.
The Corporation’s Secretary, presented the franchise records and documents

including the Franchise Agreements, among others, for review and revision,
whenever found necessary and applicable.
Correspondingly, the Treasurer of the Corporation, presented the updated
records of the billings, financial statements and other financial records in
relation to the franchise.
The Corporate Secretary, recorded everything that transpired in the said

meeting for reference and safekeeping.
Therefore, after all the agenda/matters concerned were discussed, deliberated

and approved, the Board of Directors and Stockholders carefully reviewed the
records made by the Secretary and the Audited Financial Statements presented
by the Treasurer, to ensure the credibility and completeness of the reports and
updates made.
ADJOURNMENT
There being no further business to transact at this time, it was voted to adjourn
the meeting.
Certified correct:
JUSTIN L. LEONPUSO
Corporate Secretary
Attested by:
KELVIN C. PUSA
Corporate Treasurer/Chief Financial Officer

CITY OF DAVAO ) SS.
ACKNOWLEDGMENT

personally appeared JUSTIN L. LEONPUSO with Passport number 54956
issued on July 20, 2019 at Davao City and Tax Identification Number (TIN)
61989 and KELVIN C. PUSA with Passport number 226223 issued on
February 21, 2019 at Davao City and Tax Identification Number (TIN) 33635,
known to me and to me known to be the same persons who executed the
foregoing instrument which they acknowledged to me to be their free and
voluntary act and deed, consisting of four (4) pages, including this page in

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020;

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SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, SOLOMON S. GUNDY, of legal age, single/married, with residence

ATTY. JUAN LORENZO U. NARTATEZ

REPUBLIC OF THE PHILIPPINES)

BEFORE ME, a Notary Public for and in the City of Davao,

WITNESS MY HAND AND SEAL this 10th of January, 2020 at

Doc. No. ______;

KNOW ALL MEN BY THESE PRESENTS:

That I, JUAN LORENZO U. NARTATEZ, Filipino, of legal age,

IN WITNESS WHEREOF, I have hereunto set my hand this 10th day

JUAN LORENZO U. NARTATEZ

JOHANNI MARI U. NARTATEZ

SIGNED IN THE PRESENCE OF

BEFORE ME, a Notary Public for and in the City of Davao,

WITNESS MY HAND AND SEAL this 10th of January, 2020 at

Doc. No. ______;

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, under the date of December 22, 2019, I JOHANNI

NOW THEREFORE, I have revoked, countermanded, annulled and

IN WITNESS WHEREOF, I have hereunto set my hands this 10th day

SIGNED IN THE PRESENCE OF

REPUBLIC OF THE PHILIPPINES)

BEFORE ME, a Notary Public for and in the City of Davao,

Doc. No. ______;

FOR VALUE RECEIVED, I JOMBI C. HIPONIA the Borrower

REPUBLIC OF THE PHILIPPINES)

BEFORE ME, a Notary Public for and in the City of Davao,

WITNESS MY HAND AND SEAL this 10th of January, 2020 at

Doc. No. ______;

Pay to the order of JOEMARIE C. LAZO the sum of TEN

REPUBLIC OF THE PHILIPPINES)

BEFORE ME, a Notary Public for and in the City of Davao,

WITNESS MY HAND AND SEAL this 10th of January, 2020 at

Doc. No. ______;

KNOW ALL MEN BY THESE PRESENTS:

AND WE HEREBY CERTIFY:

ARTICLE I. Partnership Name: That the name of this

2. To conduct photography and videography service for any occasion.

ARTICLE III. Principal Place of Business: That the principal place

ARTICLE IV. Term of Existence: That this partnership shall have a

ARTICLE V. Partners’ Circumstances: That the names,

Name Nationality Complete Residence Address Kind of Partner

ARTICLE VI. Capital Contributions: That the capital of this

JOHANNI MARI U. NARTATEZ THREE HUNDRED THOUSAND PESOS (P300,000.00)

SANDRA D. UCHO ONE HUNDRED THOUSAND PESOS (P100,000.00)

SARA S. DONGI ONE HUNDRED THOUSAND PESOS (P100,000.00)

That no transfer of interest which will reduce the ownership of Filipino

ARTICLE VIII. Management: That this partnership shall be

JOHANNI MARI U. NARTATEZ

SIGNED IN THE PRESENCE OF

BEFORE ME, a Notary Public for and in the City of Davao,

WITNESS MY HAND AND SEAL this 10th of January, 2020 at

Doc. No. ______;

KNOW ALL MEN BY THESE PRESENTS:

AND WE HEREBY CERTIFY:

ARTICLE I: That the name of the partnership shall be MARIE VIE.

ARTICLE II: That the principal office of the Partnership shall be

ARTICLE III: That the names, citizenship, and residence of the