(CORPORATE GOVERNANCE SURVEY DA VINCICAPITAL HOLDINGS, INC. MARCH, 2016 | Guidelines No. DEVELOPS AND EXECUTES A SOUND BUSINESS STRATEGY [EXPCAIN— 111 Havea clearly defined vision, mision and core values |The Company & carendlyaahell company and has no specie operation or business. [12 Hlavea wall develoyed busines ae same with I= 113 Have aratpy exciton process thn ncGTeseTeCve perTomnanGe MAnAGERENE and 'Satuned othe com any’ busines environment, manajement ss and cular “sate wilh Ie {14 Haves board continually engaged i discussions of rte c business Sues “ame with 1 ‘Galdelines No.2 ESTABLISHES A WELLSTRUCTURED AND FUNCTIONING BOARD 21 _Havea board composi of dietoreaf proven cometence and ny ‘22 Beled by a chairman who shall ensure that the board functions in an efecve and ‘cole manne, "23 — Have a last es (3) or tty percent (908), wher B Righer, oF direc ay independent dzetos. | 2a Havein place weten manual, galdelins and Gsuances about routine procedures and | processes a CNR = “The Company, in accordance with is By-Laws and Mantalon Corporate Governance, omplics with the requlrement of Section 38 of the Securities and Regulation Code and rakes nd regulations ofthe Securities and xchange ‘Commission (SEC) that publ isted ‘companies must have atleast two) Independent directors ort leat twenty percent (20%) of ts board size, whichever eset, 25 Have Audit Rik, Govemancs, Nomination and Hletion Commies 26 Haves Chairman and CEO positions beldseparaely by individuals who are not lied tweachother 27” Havea deco nomination and election process at ensures that all sharsholers are given the opportunity to nominate and elect dirctors individually based onthe mimber of hare vote 25 Have in jlacea formal board and decir development roam. [29 Havea corporat secret.(CORPORATE GOVERNANCE SURVEY DA VINCI CAPITAL HOLDINGS, INC. ae ae RE RL SET = Se a a Eee [a | ae i | MAINTAINS A ROBUST INTERNAL AUDIT AND CONTROL SYSTEM | TEMES nuts ep EK SSE Senet atte Board eve | | | Se ee eae aes ESET} LT Soe a [ae tee se reer loser ageaie | Ne poe an is valid ions, Have the Chief Executive Ofizer and Chie Audit ecutive atest in witing at lsat ‘anally, ata sound inal audit contol and compliance sytem fein place and working tectively ‘Guidelines Nace [RECOGNIZES AND MANAGES ITS ENTERPRISE RISKS [1 Have ts board oversee the coma 42 Havea formal sk management poly that guides the companys rik management and | ‘comgllancejrocesees and iro Wes 43 Design and undertake ts Enterpge Kak Management (ERM) activites on the basisof ar | No same with LI In accordance with Inerationlly recognized fameworks such a but not limite t, COSD, | (the Comite of Sgoneoring Organizations ofthe Teadway Commision) and I ih Ne sane wT “ame with L1- “same with Le 44 Haves unitat the managment level headed by Risk Manajement Officer (RMO)_—— No same wit +15 Dslr suffcint information abouts sk management prcedues and prceseras | No [ste wi rela the ke isks the company is current facing nluding how these are bel manaped. | +1 Seok extemal technical support in isk management when such competence isnot No [ame with 13 | rable internally Guidelines No.5 ENSURES THE INTEGRITY OF FINANCIAL REPORTS AS WELL ASITS EXTERNAL AUDITING FUNCTION. ee 51 Have the board Audi Commits approve allnan-audit services conducted by the No ‘extomal autor The Committe should ensue thatthe ntrandit es do ot oateigh the Ses cared from te external audi = 52. Ensure that he extemal anditoris ceil, competent aa should have the ability ‘Yes | Altiough the Company has no operation, i understand complex lated arty warsactons, counterparties, and valuations of such ‘il however mantaln » nancial statement eaneactions. |The Company engaged RS. Beraldo te(CORPORATE GOVERNANCE SURVEY [DAVINCICAPITAL HOLDINGS, INC. MARCH, 2016, ‘Aasocates tw avd the nances of the ‘Company RS. Beraldo & Associates and the Companys comptroller ensure the integrity of {he financial statement of te Com sn 5 Ensur tha he exemal andor Rar adcsute qual conv roedares Ye 4 Dace rlevantinfrsaton onthe exe actors = ye 7 /55~ ours dard etal ai ir sled onthe bass of rand Wansparet Ye tender roe | Slave ts sud commis conduc egalarmesngs ad dalogues with extemal adit No |aame with ] |team witout amore rom management presen Ls = |S3" Thve the financial epost to by the Cie Eeestve Oi and Che Franca) Yes Ofte 58 ave poly of tating he od aad partner very five ars = v= = = ‘Guidelines No.6 RESPECTS AND PROTECTS THE RIGHTS OF ITS SHAREHOLDERS, PARTICULARLY \OSE THAT BELONG TO THE MINORITY OR NON-CONTROLLING GROUP. {1 Adopt the prince of “one share, one vote” ‘62 Ens that all shareholders ofthe same clas ar cated ually with respect to voting ‘ght eubsrigton rights and wansfer nhs. 63 Have anelletve, cure and efficient voling Sst. We anew TT ‘G4 Haveclfctive shareholder voting mechaniems sucha supernajvity ormajoiy of Iminorityrequiesnent to protect minerityshrcholders against actions of controling shareholder {85 Provide allskarehoLrs with the notice and agenda of he anual general meeting (AGM at east thirty GO) days before a regular meeting and twenty 20 days before a special, “gate with Le sane WHT Allow shareholder ocala spel shareholders meeting submit proposal for Consideration atthe AGM or the pera mesting and ensure the atendanceof te external dito and ther evant individuals to answer shareholder questions in such meeting. ane with Te {27 Ensure hall elevan questions during the AGM are answered ae with “EB” Have clearly articulated and enforceable polices with respect o eeatnent of minority sreholdes, “ame with Le (69 - Avoid aniblakcover measures or similar devices at may entnch nective ‘managment or the extn controling ekarehober prow. {610 Provide all shareholders wit accurate and timely information regarding the numberof ame with LT‘CORPORATE GOVERNANCE SURVEY DA VINCI CAPITAL HOLDINGS, INC MARCH 7, 2016 No same with | st hry yeren 0%) ple Nas to erate guy nthe marke. Noh Compani= pablo 5% {619 Havea uaeparent dWvidend poy ‘No |-same with Li Guidelines No.7 ‘SBOFTS AND IMPLEMENTS AN INTERNATIONALLY-ACCEPTED DISCLOSURE AND | TRANSPARENCY REGIME een 7.1 Have writen polis and procedures designed to ensre compliance with PSE and 36C | dsctosre a, as walla other disclosure rarements under exiting las and regulations. | 72. Disclose the extece justification and details on shareholders agreements voting trust) Yes ereements, conidentaty agreements and sch oe grsmets that ay tnpac othe {Srtol ownership and state deton fhe compan 173 Daclose tis dredor and erestvecompersaton poy 74 Disclose mimes of group of ndividuals who has ive percent SB) or more ownercip| Yer ‘ners nthe compary igre com sharcholing teltonahip an eros porate a2 srellas the natu of the companys other comanis fit belong corporate group | | 75, ‘Disdose annual and quarety consolidated report, cs fw stamens and spa aud revisions. Consolidated franc! satements shall publshed within ninety 0) ays | Yes fom the end ofthe nae yen whiten eps salt publahed win ry ve 4 days rom theend ofthe reporting prin 2 | 76 Disclose to shareholders and the Exchange any changes oi corporate governance Ye 1 ‘manaal and practices, andthe extent to which such practices conform fo the SEC and PSE CG | Gaidetines ——_ | - i 727 Publish and/or dative to Ws harsher ina nel fashion alnformaion and Yer ‘material relevant to corporate actions that require shareholder approval. i 78 Disclose the uading of the corporation's shares by directors, offices (Or pesos Yer Alctosur ofthe company’s purchase oft shares rom the ket (esate By hc popam) = 7 79 Discos anal rpart We pcp vas mn sarehaler ssid with Yes {heidenty of thecompay'scontling sare the degree of owner concent ao, Stes ldings among company affine and ay ibalancesDewern he coming Shareholder vongfowe! and overall oson nthe compan 1 performing similar functions) and controlling shasholders. This shall alo iviade the |* CORPORATE GOVERNANCE SURVEY [DA VINCI CAPITAL HOLDINGS, INC. MARCH?, 206 adaine Ne 7 = RESPECTS AND PROTECTS THE RIGHTS AND INTEREST OF EMPLOYEES, ‘COMMUNITY, ENVIRONMENT AND OTHER STAKEHOLDERS i Boul and dds acer poly sateen tht arts te puRTT aGAGR | — Noa wi td protection height snd net of hey sakes spetey employes Suppl and easton, reds aswell ie ment commen andor hey fehode oupe i “ _ a Have aces Wor re Re aaa — [aa Have ingles Sod bast pect aus mahalo vck wn enployeemck| No | ane aN tion plan (207) or ay suchschome that sare and incntvns ployee these Ane alge tir interests with Gone Ue sachs. [sc" Hie nbs scanmniy rena pagan —— ea == 5-H inn an env snd a — No same wi | 16 He caplet idee San ns dang wits saps astomes, | No | same EE Cdl aad market inten afd oe murat ear I | aida Na [DORS NOT ENGAGEIN ABUSIVE RELATED-PARTY TRANSACTIONS AND INSIDER TRADING | : : St Deeop an Ais pI inal pany asain Wi ae RES] — No |e wT 1 "92 Clearly define the thresholds for disclosure and approval for RPTs and categorize such No | same with Li- | transection according to those that are considered de minimis or transactions that need not be reported or announced those that need to be dsdsed, and thow that need prior shareholder approval. The aggregate of RPT within any twelve (12) month period should be considered for | _rposes of applvng the threshold for dladosure and approval, 93." Esablsha voung system whereby amaponty of non-elated pay sharcholder approve | No | ane wih T> specie rypesof elated party Wansnctions in shareholders meting ‘94 Have ts independent directors or audit commits play an inporantroleineviewing | No | ame with UE sigieant RPT. : shall be peblhed inthe company's anal report - 916 Have dear pole in dealing with matral nof-jublcnfoomaton by company isiders | Ves ‘97° Hive clear poly and pracie ofall and ney declorare to sharcholders fall eansactons with alates of We contol shareholders, decors or management, | ‘Guidelines No 10 DEVELOPS AND NURTURES A CULTURE OF ETHICS, COMPLIANCE AND. 1 | ‘93. Be transparent and consist! in eporing is RPTR A summary of sch Wansactons No | same with TT | 1 |CORPORATE GOVERNANCE SURVEY * DA\VINCI CAPITAL HOLDINGS, INC MARCH, 2016 [ENFORCEMENT 401 Formally adopta code of AiG and proper conduct that guids individual behavior and decsln making cary responsibilities and inform oer stakeholders onthe conduct expected from company personnel _ TWEE. Haves formal comprehensive compliance program covering compliance with awe and {slevant regulations. The program should include appropriate traning and awareness {nitive to facilitate understanding acceptance and compfance with the sid suances. 403. Notseckexemption fromthe application ofa lw, ule epulton especialy wien it ‘efecto corporate govemance fsa Should do so, itha 9 dslose the reason for such “ction as well present the specie taps Ding taken to Gnaly comply with the applicable aw, rule or elation. [Hilt Have a clear and stinget polices and procedures on curing and penalizing company fovemploye inveverent in offering ang and reevin; bribes. 0S Haves designated ofcer responsible for ensuring comphiance with ll relevant laws ‘les and rslaton, as wel all eulatoyroqulrements Reset intllactual property rgb 407 Esai and commit elt an alematve dispute resolution system so that conics and difference with countgpatesartiulry with harcoldets and oter key stakeholders, ‘would bested in far and exvedows manner. Yer Ye ame wah ane WNT “ame wih ae WHT “This isn cert thatthe undersigned reviewed the contents of ths document and to thebestof my knowledge and bic, the information contains set forth inthis document ite, complet nd cree one this 7 day of March 2006 the City of Mania {= MAR(IB/ TACUS ATTY, ANGELO PATRICK F. ADVINCULA Independent Direcor‘The Chairman and Present of Da Vinei Capital Holdings Inc. out ofthe country and is not avaiable to siga the Corporate Governance Survey The Vice-President, Ms Edtha D. Akanta is signing the document on his behal