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ARTICLES OF INCORPORATION
OF
That we, all of legal age, majority of whom
Philippines, have this day voluntarily associa
a corporation under the laws of the Philippines.
a Republic of the
‘ves together for the purpose of forming
AND WE HEREBY CERTIFY:
hat 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,
convey, encumber, purchase, acquire, rent, or othypf@rise deal in and dispose of, for itself or for
others, for profit and advantage, residential inéfeding, but not limited to, afl kinds of housing
projects, commercial, industrial, urban or other kinds of real property, improved or
unimproved, whether privately or publicly owned, with or to syef persons and entities and
tunder 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 Corporajjoh may determine or as
the law permits, except real estate investment trust (REIT).
ld, develop, manage, administer, sell,
SECONDARY PURPOSES
1, To develop, improve, erect, constpft, alter, manage, operate, lease, in whole or in part,
improved or unimproved land, builgéags and tenements of the Corporation or of other persons,
whether private or public, or to therwise engage in and carry on the business as its own
general builder or contractor or that of third persons, whether private or public, and pursuant
thereto, 1o participate and enter into public or private bidding, or otherwise enter into contracts
to erect, build, construct, maintain, alter, reclaim lang/repair, pull down and restore, either
alone or jointly, with any other companies or perséns, works and construction jobs of all
description including roads, bridges, warchouses, 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 iease or hire all kinds of tools, implements,
supplies, equipment, machine engines, and a't other siaterialsp apparatuses, and contrivances
as are necessary for the purpose or object aforesaid, s+ howt engaging. in ret shail not
engage in investment solicitation activities fre investors.)
3. To deal, engage, and transact, directly oF
acts and transactions, concerning all kinds of f
choses in action, tangible and intangible pro
personal and real rights, commercial papers, evidence of indebtedness, or 0
obligations, services, and all other things including future ones, which are not excluded from
the commerce of men ot which are not contrary to law or good morals;
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purpose, pertaining to the business of the corporation, or in any manner or for any incident
4. Yo enter into, make, perform and carry out contracts of every kind and for any a
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 in
in, amalgamate with, or enter into any agreement with, or enter into any arrangement
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,
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6. Yo borrow or raise money from not more than 19 lendersjnecesSary 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
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 pr
such as lands, buildings, factories and warchouses and machineries, equipment a
and to pay in cash, shares of its capital stock, debentures and other evidence of in
or other securities, as may be deemed expedient, for any business or property acquired by the
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8. ‘To apply for, obtain, register, lease, license,purehase, or otherwise acquire and to hold,
use, own, operate, sell, assign, and disposi of any trademark, tradename, trade secrets,
formulas, patents, inventions, copyrightsyant — used Se curiegr, secured
10, To enter into any lawful arrangement for sharing ion of interest, utjliZation or
farm out agreements, reciprocal concessions, or coopetation, with any/Corporation,
association, partnership, syndicate, entity, person, govemment or authog, 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;
LL, 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
conducive 10 any of the objects of the corporation,
‘other company, or carry on any business which may dirfctly of indirectly assist any attivities
carried on by this corporation;
13, To establish and operate one or more branch offices or agencies, and on
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all of its operations and businesses without any restriction as to place or amount, meni
right to hold, purchase or otherwise acquire, lease, mortgage, pledge ad convey or otHerwise