ARTICLES OF PARTNERSHIP

Of

ZENO APPAREL

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, all of legal age and residents of the Republic of the Philippines have
agreed to form a General Partnership under the terms and conditions herein set forth and
subject to the provisions of existing laws of the Philippines.

AND WE HEREBY CERTIFY:

ARTICLE I: That the name of the Partnership shall be:

Zeno Apparel

ARTICLE II: That the principal office of the Partnership shall be located at ___________.

ARTICLE III: That the names, citizenships, residences and designation of the partners of the said
partnership are as follows:

Name Citizenship Residences Designation

Regel F. Andaya Filipino Cebu City General Partner

Ashley Li Chinese Cebu City General Partner
Kenjie De Guzman Filipino Cebu City General Partner
Nichol John Filipino Cebu City General Partner
Ruki Van Leeuwen Filipino Cebu City General Partner
Harries F. Andaya Filipino Cebu City General Partner

ARTICLE IV: That the purpose for which said partnership is formed are as follows:

1. To conduct business related to designing and merchandising apparels.

2. To conduct business related to manufacturing of apparels.
3. To engage in business related to buying and selling machineries and equipment related to
apparel industry.

ARTICLE V: That the capital of the partnership shall be thirty thousand, in Philippine Currency
contributed in cash by the partners as follows:

Name Amount Contributed

Regel F. Andaya 5,000

Ashley Li 5,000
Kenjie De Guzman 5,000
Nichol John 5,000
Ruki Van Leeuwen 5,000
Harries F. Andaya 5,000
 That no transfer will reduce the ownership of Filipinos Citizen to less than the required percentage
of capital shall be recorded in the paper books of partnership.

ARTICLE VI: That the profit and losses shall be divided pro-rata among the partners.

ARTICLE VII: That there may be a capitalist partner admitted, such must be agreed upon by all the
partners in writing and duly recorded at least two (2) days after signing of the same agreement. Such
admission together with its contribution shall amend Article VI of the articles of partnership and in no
case shall such amendment be done less than one (1) year after the original recording of said partnership
by the Securities and Exchange Commission.

ARTICLE VIII: That the remaining general partner or partners shall have the right to continue the
business in cases of death, retirement, civil interdiction, insanity or insolvency of a general partner.

ARTICLE IX: That the firm shall be under the management of Regel F. Andaya, as General Manager
and as such he shall be in charge of the management of the affairs of the partnership. And the other
General Partner will be assigned of the following:

Name Assigned Task

Kenjie De Guzman Marketing

Ashley Li Arts and Design
Ruki Van Leeuwen Arts and Design
Nichol John
Harries F. Andaya Accounting and Finances

ARTICLE X: That the partners willingly undertake to change the name of the partnership
immediately upon receipt of notice/directive from the Securities and Exchange Commission that another
partnership, corporation, or person has been declare 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 on this ___ day of ________, 2016 at
Cebu City, Philippines.

NAME NAME
TIN: TIN:

NAME NAME
TIN: TIN:
 ACKNOWLEDGEMENT

Republic of the Philippines )

Cebu City ) S. S.

BEFORE ME, a Notary Public, for and in Cebu City Philippines, this ___ day of _________, 2016
personally came and personally appeared the following persons the following persons with their
Community Tax Certificates as follows:

Name CTC# Date Place Issued

Name
Name
Name
Name
Name
Name

Known to me to be the same persons who executed the FOREGOING ARTICLES OF

PARTNERSHIP, and they acknowledge to me the same in their voluntary act and deed.

WITNESS MY HAND AND SEAL on the date first above written.

Doc. No.:
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Series of 2016