ARTICLES OF INCORPORATION® OF (Name of Corporation) ‘Know All Men By These Presents: “The undersigned incorporatos, all of legal age and majority of who are residents of the ‘Philippines, have this day voluntarily agreed 10 form a stock corporation under the laws of the Republic ofthe Philippines. ‘THAT WE HEREBY CERTIFY: FIRST: That the name of this corporation shall be: KRISTAL CLEAR DIAMOND }. GOLD PAWNSHOP INC. ‘SECOND: A. That the primary purpose of this corporation is: PRIMARY PURPOSE “To engage in the pawnshop business which is the business of lending money on personal property delivered as security for loans in accondance with Presidential Decree 'No.114 provided thatthe corporation shall not engage in financing business as defined under RA S980 as amended. ‘SECONDARY PURPOSES ‘A. “To act as 2 remittance agent or 10 regularly engage in the money transfenfremittance Sness service that cnxbles end users to send and/or to receive money or value szansfer.” B. To act as money changer/Torcign exchange dealers or to engage in the business of buying. and/or selling foreign currencies done on real time, delivery against payment basis. CC. Subject to the existing rules and regulations issued by the Bangko Sentral ng Pilipinas, the corporation shall have all the express powers of a corporation as provided for under ‘section 36 ofthe Corporation Code ofthe Philippines .'B. That the comporation shall have all the express powers ofa corporation ‘as provided for under Section 36 of the Corporation Code of the Philippines. ‘THIRD: That the place where the principal offict of the cofporation is to be established is at: ‘ NoJStwet 390 J.P. Rizal St, Sto,Nino _(\fapplicable) CityrTown Marikina City Province FOURTH: That the term for which the corporation is to cxst i fy (SO) years ‘rom and afte the date of issuance ofthe certiicate of incorporation. FIFTH: That the names, nationalities, and residences of the inconporaiors wre as follows: Name [Nationality Residence (Complete Adtres) Rubie B. Balde Filipino _ 25 Palm avenue, Makati City festito P. Ferrer Filipino ~3243warvard st, Pinagkeisahn Makati Genelya V. De Pedro Filipino S115 Malolos et, Makati City Ronald S. Yadao 7 Pilipino 1708 Cor.Dian & PinthoverSt. Makati Antonio #. EvangelisBulipino ‘189 Salcedo Village , Maketi city Il IIH‘SIXTH: That the number of directors of ssid corporation shall be FIVE § and thatthe 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 + Resigence, (Complete Adress) ——Filipino— 25-Paim Avenue Makai Cily Filipino __ 3243 Harvard St, Pinagkaisahan Makati Cy Filipino __ 5135 Maloos'St, Makati City Fp 1708 co Durs ehitover St Watt Filiping 165 Sateeas Vilage: Makai ——— il value of _ oye (P gop + pesos per share, SC-97-01EIGHTH: That at least 25% of the authorized capital stock has been subscribed ‘and at least 25% of the total subscription has been paid as follows: No.of Amount Amount Name Nationality Shares Subscribed Paid Subscribed RubieBHaide _______Eilipino 0.090 _ 80,000.00 20,000.00 _ Restito P, Ferrer Filipino $0,000 ___ 80,000.00 __20,000.00 Genelyn V. De Pedro Filipino 80,000 80,000.00 Ronald S. Yadao Filipino 80,000 $80,000.00 Antonio H. Evangelista Filipino 80,000 $80,000.00 Total NINTH: No transfer of stock or interest which would reduce the stock ownership of Filipino citizens to less than the required percentage of the éapital 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 isqued by the corporation. Antonio H. Evangeli TENTH : That ee has ‘been elected by the subscribers as Ueasurer of the corporation 10 act as such until hiv/her successor is duly elected and qualified in accordance with the by-laws, and that as such ‘Treasurer, he / she has been authorized to receive for aad in the name and for the benefit of the corporation, all subscriptions paid by the subseribers, SC-97-01 4ELEVENTH: That the incorporstors undertake to change the name of the corporation immediately upon receipt of notice or directive from the Securities and ‘Exchange Commission thet another corporation, partnership or person has acquired a prior ‘igh tothe use of that name or thatthe name has been decared ws misleading. dcoptive, ‘confusingly similar to a rgisered name, or contrary to public morals, good customs of public policy. IN WITNESS WHEREOF, we haves curhands tis OCT 27 20014, of 20 ‘t_MINGPALITY OF Tass of Ki pelde TIN 433-568-559 TIN TN snabhts. Ferrer TIN 308-126-161 TN TN Gentiva v. De Pedra Tin 308-214 -i61 TIN oN 0" Royalé S. Yadao : ‘997-993-095, TiN TN 7 Antonie B. /evdagerist a TiN 269- ¥60-061 pe ee pba i ee ‘he Manks provided ln his page above her respecte naman) sc-97-01 sACKNOWLEDGEMENT a ase OF TAGUG = SS. Saal eae ~ BEFORE ME. Public in and ase Philippines, fy Public in and forwPP____Pitipines, his Sag at OES, povonaly appeared? Nae Community Tx Cerise No. De & place sed abies, sansa 1920900 san.t7-z0tmaneet ontieo'eo"itrer ugedsee 3 seetee 2: Si peice | Hage2s9 Rovala’'s Antonio ti. Evange1iste 38960888 all koown to me and to me known to be the same persons who executed the foregoing ‘Acticles of Incorporation and they acknowledged 10 me that the same is their free and ‘voluntary act and deed. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first, SC-97-01 ‘ ‘rina copy‘TREASURER'S AFFIDAVIT REPUBLIC OFTHE PHILIPPINES) CITY/MUNICIPALITY OF pss PROVINCE OF MIRICPALITY OF TABUS ) Hs Sane sing duly sworn, depose and sy: ‘been elected by the subscribers of the Corporation as Treasurer thereof. ‘o.act as such until my successor has been duly elected and qualified in accordance with the by-laws of the corporation, and that 2s such Treasurer. I hereby centfy under oath that least 25% of the authorized capital siock of the corporation has been subscribed and at least 25% of the subscription has been paid, and received by me in eash property For the ‘benefit and credit of the corporation. “This is also 10 authorize the Securities and Exchange Commission and Bangko Sentral Ng Pilipinas 10 examine and verify the deposit in the UPLANTERS DEVELOPMENT BANK RADA BRANCH co og in my name as treasurer in trust for the KRISTAL CLEAR DIAMOND 2” GOLD PAANSHOP INC. (Nan of Caper) in the amount of N® HUNDRED THOUSAND PESOS"; P' 100,000.00 ‘representing the paid -up capital of the said corporation’ whichis in'the process of incorporation. This authority is valid and inspection of said deposit may be made even after the issuance of the Centficate of Incorporation to the corporation. Should the deposit be transferred to soother bank prior to or afer incorporation, tis will also serve as authority to verify and examine the same. The representative of the Securities and Exchange ‘Commission is also authorized to examine the pertinent books and records of accounts of ‘he corporation as well as all supporting papers to determine the utilization and disborsement ofthe said paid-up capital. ‘case the sai paid-up capital isnot deposited or withdrawn prior othe approval ofthe ariles of incorporation, I in behalf of the above named corporation, waive Our Fight to a notice and hearing inthe revocation of our Cenicate of Antedio yf. eWangeliste Treasurer OCT 27 200 Doc.No. 4A; Page No. : Book No. Series of 20-26-44. sc-97-01ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. Annual / Regular Meetings - The annual/regular meetings of stockholders shall be held at the principal office on October 5 of each year, if legal holiday, then on the day following. a) Seetion 2. Special Meeting - ‘The special meotings of stockholders, for any purpose or purposes, may at any time be called by any of the following: (a) Board of Directors, at its own instance, or at the written request of stockholders representing a majority of the outstanding Section 3. Place of Mecting - Stockholders meetings, whether reguiar or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city er municipality where the principal office of the corporation ys located. ‘Scetion 4. Notice of Mecting - Notices for regular or special mectings of stockholders may be sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known address. “The notice shall state the Place, date and hour of the meeting, and the purpose or purposcs for which the meeting is cated. When the mecting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place 1o which the meeting is adjoured are announced at the meeting at which the adjournment is taken, At the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting. Section 5. Quorum - Unless otherwise provided by law, in all rogular or special mesting of stockholders, majority of the outstanding capital stock must be present or represented in order to constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be present. Section 6. Conduct of Mecting - Mecting of the stockholdets shall be presided over by the President, or in his absence, by a chairman to be chosen by the stockholders. "The Secretary, ‘shall act as Secretary of every mectings, but if not present, the chairman of the mecting shall ‘appoint a secretary of the mecting. ‘Section 7. Manner of Voting - At all meetings of stockholders, a stockholder may vote in person or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the ‘esting a which it has been presented to the Secretary. All praxies mast be in the hands of the Secretary before the time set for the mecting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrament in writing duly presented and recorded with the Secretary, prior to a scheduled mecting or by their personal presence at the meeting. BL-S-97-01 n2 original copy