| eer WAR 9 9 200] i Hak 2 0 207 | ARTICLES OF INCORPORATIO! Pecerven a OF CENTURY HONGYU PROPERTY VENTURES CORP. KNOW ALL MEN BY THESE PRESENTS: That we, all of legal age, majority of whom are citizens and residents of the Republic of the Philippines, have this day voluntarily associated ourselves together for the purpose of forming, a corporation under the laws of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of the said corporation shall be: CENTURY HONGYU PROPERTY VENTURES CORP. SECOND: That the purposes for which said corporation is formed are: PRIMARY PURPOSE To deal and engage in land’or real estate business, to hold, develop, manage, administer, sell, convey, encumber, purchase, acquire, rent, of otherwise deal in and dispose of, for itself or for others, for profit and advantage, residential including, but not limited to, all kinds of housing projects, commercial, industrial, urban or other kinds of real property, improved or unimproved, whether privately or publicly owned, with or to such persons and entities and under such terms and conditions as may be permitted by law; to acquire, purchase, hold, manage, develop, and to sell subdivision lots, with or without buildings or improvements, for such other consideration and in such manner or form as the Corporation may determine or as the law permits, except real estate investment trust (REIT), SECONDARY PURPOSES. 1. To develop, improve, erect, construct, alter, manage, operate, lease, in whole or in part, improved or unimproved land, buildings and tenements of the Corporation or of other persons, whether private or public, or to otherwise engage in and carry on the business as its own general builder or contractor or that of third persons, whether private or publie, and pursuant thereto, to participate and enter into public or private bidding, or otherwise enter into contracts to erect, build, construct, maintain, alter, reclaim land, repair, pull down and restore, either alone or jointly, with any other companies or persons, works and construction jobs of all description including roads, bridges, warehouses. factories, engines, machinery, drainage, and sewage, houses and buildings of every description, barracks, piers, and other edifications needed and necessary in the ordinary course of business and life, without engaging in locally funded government projects and defense related structures;2. To produce, manufacture, buy, hold, sell or otherwise acquire and dispose of and deal in, lease (except financial leasing), hire, and let on lease or hire all kinds of tools, implements, supplies, equipment, machine engines, and all other materials, apparatuses, and contrivances as are necessary for the purpose or object aforesaid, without engaging in retailing and shall not engage in investment solicitation activities from public investors. 3. To deal, engage, and transact, directly or indirectly, in all forms of activities and mercantile acts and transactions, concerning all kinds of real or personal property, goods, wares, chattel, choses in action, tangible afd intangible properties, technical and industrial equipment, personal and real rights, commercial papers, evidence of indebtedness. or other forms of obligations, services, and all other things including future ones, which are not excluded from the commerce of men or which are not contrary to luw or good morals, 4. To enter into, make, perform and carry out contracts of every kind and for any lawful purpose, pertaining to the business of the corporation, or in any manner or for any incident thereto, as principal agent, or otherwise; with any person, firm, association, or corporation; 5, To acquire and undertake the whole or in any part of the business, goodwill, and assets of any person, firm or company carrying on or proposing to carry on any of the business which this corporation is authorized to carry on, and as part of the consideration of such acquisition, to undertake all or any of the liabilities of such person, firm, or company, or to acquire interest in, amalgamate with, or enter into any agreement with, or enter into any arrangement for sharing profits, or for cooperation, or for mutual assistance, with any such person, firm or company, and to give, accept, by way of consideration for any of the acts or things aforesaid or for any property acquired, any shares, debentures, bonds or securities that may be agreed upon; and to hold and retain or sell, mortgage, and deal with any shares, debentures, bonds, or securities as received, without engaging in stock brokerage business or/and dealership of securities; pan dang te Shree Ieee 6. To borrow or raise money from not more than 19 lenders, necessary to meet the financial requirements of its business by the issuance of bonds, promissory notes, and other evidence of indebtedness; and to secure the repayment thereof by the mortgage, pledge, deed of trust or lien, upon the properties of the corporation; or to issue pursuant to law shares of its capital stock, debentures, or other evidence of indebtedness, in payment for properties acquired by the corporation or for money borrowed in the prosecution of its lawful business: 7. To purchase, acquire, own, lease (except financial leasing), sell and convey real properties such as lands, buildings, factories and warehouses and machineries, equipment and other personal properties as may be necessary or incidental to the conduct of the corporate business ‘nd to pay in cash, shares of its capital stock, debentures and other evidence of indebtedness or other securities, as may be deemed expedient, for any business or property acquired by the corporation;8. To apply for, obtain, register, lease, license, purchase, or otherwise acquire and to hold, use, own, operate, sell, assign, and dispose of any trademark, tradename, trade secrets, formulas, patents, inventions, copyrights, and processes used in connection with or secured under letters, patents, copyrights, domestic or foreign; 9. To invest and deal with the money and properties of the corporation in such manner as may from time to time be considered wise or expedient for the advancement of its interests and to sell, dispose of or transfer the business, properties and goodwill of the corporation or any part thereof for such consideration and under such time as it shall see fit to accept: 10. To enter into any lawful arrangement for sharing of profits, union of interest, utilization or farm out agreements, reciprocal concessions, or cooperation, with any corporation, association, partnership, syndicate, entity, person, government or authority, municipal or public, domestic or foreign, in the carrying on of any business or transaction deemed necessary, convenient or incidental to carrying out any of the purposes of this corporation; 1. To acquire or obtain from any government or authority, national, provincial, municipal or otherwise, or any corporation, company, partnership or person, such charters, contracts, decrees, rights, franchises, privileges, exemptions, licenses and concessions, as may be conducive to any of the objects of the corporation; 12. To purchase otherwise acquire and held shares or other interest in or securities of any other company, or carry on any business which may directly or indirectly assist any activities carried on by this corporation; 13. To establish and operate one or more branch offices or agencies, and to carry on any or all of its operations and businesses without any restriction as to place or amount, including the right to hold, purchase or otherwise acquire, lease, mortgage, pledge ad convey or otherwise deal in and with real and personal property anywhere within the Philippines; 14, To conduct and transact any and all lawful activities, and to do or cause to be done any one or more of the acts and things herein set forth as its purpose, within or without the Philippines; as well as in any and all foreign countries: and to do everything necessary, desired or incidental to the accomplishment of the purposes or the exercise of any one or more of the powers herein enumerated, or which shall at any time appear conducive to or expedient for the protection or benefit of this corporation. B. That the corporation shall have all the express powers of a corporation as provided for under Section 36 of the Corporation Code of the Philippines. * THIRI That the place where the principal office of the corporation is to be established is at FOURTH: That the term for which the corporation is to exist is FIFTY (50) YEARS from and after the date of issuance of the certificate of incorporation.