NG KHAI DEV’T.
CORPORATION
Hernan Cortes St., Banilad, Mandaue City
SPECIAL MEETING OF STOCKHOLDERS
(On June 19, 2015)
STOCKHOLDERS RESOLUTION
WHEREAS, the Shareholders of Ng Khai Dev’t. Corporation (the
“Corporation”), representing at least 2/3 of the outstanding capital stock, a quorum
being present, during a special meeting held on June 19, 2015, have voted and approved
the following resolutions during this special meeting of shareholders:
“WHEREAS, the Corporation has decided to invest, subscribe, and fully pay into
the shares of stock of Reminisense Corp., a corporation duly organized and existing
under the laws of the Philippines with office address G/F Engy Tech Bldg., Hernan
Cortes St., Banilad, Mandaue City;
WHEREAS, Ng Khai Corporation, with business address at Hernan Cortes St.,
Banilad, Mandaue City has authorized Wilson P. Ng, to represent the Corporation in the
investment and subscription to Reminisense Corp.;
WHEREFORE IT IS RESOLVED, that the Corporation shall subscribe and pay
for the equivalent of 67.80% of the authorized capital stock of Reminisense Corp. with a
par value of PESOS: ONE HUNDRED (P100.00) per share.
RESOLVED MOREOVER, that the corporation shall allocate and pay the
amount of PESOS: THREE MILLION THREE HUNDRED NINETY THOUSAND
ONLY (P3,390,000.00) to Reminisense Corp. for the purpose of subscribing into the
latter’s shares of stock and to fully pay for said subscription, details of which are
enumerated below:
Number of Shares Subscribed 33,900
Amount Subscribed P 3,390,000.00
Paid up Capital P 3,390,000.00
RESOLVED, FURTHER, as it is hereby RESOLVED, that the foregoing
Board resolution is in accordance with and does not in any way contravene any provision
of the Articles of Incorporation or By-laws of the Corporation.”
RESOLVED, FURTHERMORE, as it is hereby resolved, that WILSON P. NG
shall be the Corporation’s duly authorized representative to sign all the documents and
bind the Corporation in all the contracts and agreements with respect to the subscription,
purchase and payment for the Reminisense Corp. shares of stocks.
RESOLVED, FURTHERMORE that the shareholders authorize and direct the
President and Secretary of this meeting to make, execute, and acknowledge a sealed
certificate of the Corporation setting out the above resolution and taking the appropriate
actions for the filing of said certificate with the Securities and Exchange Commission
and/or the BIR.
RESOLVED, FINALLY, that this Resolution shall remain valid, subsisting
and enforceable unless subsequently modified, revoked, rescinded or superseded by a
resolution of the Shareholders.”
UNANIMOUSLY APPROVED.
_______________ _______________ ______________
WILSON P. NG MELANIE C. NG NANCY N. TAN
TIN: 102-594-794 TIN: 100-791-364 TIN:
102-594-801
______________ _______________ _______________
FELISA P. NG
TIN: 100-068-860
Republic of the Philippines )
City of Cebu ) S.S.
SUBSCRIBED AND SWORN TO before me this _________at __________ City,
affiants personally appeared and exhibited to me their Tax Identification Nos. indicated above.
NAME TIN NOS. PLACE OF ISSUE
WILSON P. NG 102-594-794 CEBU
MELANIE C. NG 100-791-364 CEBU
NANCY N. TAN 102-594-801 CEBU
FELISA P. NG 100-068-860 CEBU
Doc . No. ___
Page No. ___
Book No. ___
Series of 2015
