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AMENDED ARTICLES OF INCORPORATION

OF

CARD MRI PROERTY HOLDINGS INC.

Know All Men By These Presents:

The undersigned incorporators, all of legal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY THAT:

FIRST: The name of this corporation shall be:

CARD MRI PROPERTY MANAGEMENT INC.


(As amended on March 8, 2019)

SECOND: The purposes for which this corporation is organized are as follows:

PRIMARY PURPOSES

A. That the primary purposes of this corporation are:

1. To deal and engage in land or real estate business in all its


branches and ramifications, to hold, develop, manage, administer, sell, convey,
encumber, purchase, acquire, rent or otherwise deal in and dispose of, for
itself or for others, for profit and advantage, including hotels, inns or resorts,
all adjuncts and accessories thereto, housing projects, commercial and
industrial, urban or other kinds of real property, improved or unimproved, with
or to such persons and entities and under such conditions as may be
permitted by law and any and all other businesses as may be necessary and
desirable in connection therewith; to maintain any and all services and
facilities incident to the foregoing, including but not limited to the operation
and maintenance of restaurants, bars, cafes, barbershops, gift souvenir and
curio shops, boutiques, gyms, golf courses, tennis and pelota courts,
swimming pools, other sports and recreational facilities, automobiles, buses,
motorboats and tourist-oriented services; and to do and perform any and all
things for the pleasure, comfort, convenience and amusement of guests in
said hotels, inns or resorts; to erect, construct, alter, manage, operate, lease,
in whole or in part, buildings and tenements of the Corporation or of other
persons and undertake such other powers and purposes as may be required
and necessarily implied from the purposes herein mentioned. (As amended on
March 8, 2019)

2. To invest in, purchase or otherwise acquire and own, hold, use, sell,
assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real and

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personal property of every kind and description, including shares of stock, bonds,
debentures, notes, evidence of indebtedness, and other securities or obligations of
any corporation or corporation, association or associations, domestic or foreign, for
whatever lawful purpose or purposes the same may have been organized and pay
therefor in money or by exchanging therefor stocks, bonds, or other evidence of
indebtedness or securities of this Corporation or any other corporation, and while the
owner or holder of any such real or personal property, stocks, bonds, debentures,
contracts, or obligations, to receive, collect, and dispose of the interest, dividends,
and income arising from such property, and to possess and exercise in respect
thereof all the rights, powers, and privileges of ownership, including all voting powers
of any stock so owned.

SECONDARY PURPOSES

B. That the secondary purposes of this corporation are:

1. To engage in the business of a holding company; to promote,


establish, operate, hold, or own companies; to buy and hold shares of other
companies, whether common, preferred, treasury, founders or other kinds of
shares, either by subscribing to the unissued shares of the capital stock in
public or private offerings or by purchasing the shares of the capital stock by
way of assignment in private sale; to invest in the stock or equity of other
companies; to acquire the rights in the stock of other companies by way of
pledge, chattel mortgage or assignment; to sell, dispose, assign, pledge or
convey any or all of its shareholdings in other companies in favor of qualified
persons by way of private sale, assignment or other forms of private
conveyance, all in accordance with the Corporation Code, the Securities Act
and other applicable laws and regulations; to vote its shareholdings in other
companies and exercise all the rights of a shareholder under the Corporation
Code and applicable laws; and to do other acts, things, necessary, desirable or
appropriate for the attainment of the foregoing purposes; (As amended on
March 8, 2019)

2. To acquire by purchase, lease, donation or otherwise and to own, use,


improve, develop, subdivide, sell, mortgage, exchange, lease, develop and hold for
investment or otherwise, real estate of all kinds, and to construct, improve, manage
or otherwise dispose of buildings, condominiums, housing and other structures of
whatever kind, together with their appurtenances; and to perform all and everything
necessary and proper for the attainment of or in furtherance of this purpose, either
alone or in association with other corporations or individuals;

3. To conduct, maintain, engage in, and carry on the business of


acquiring, constructing, developing and/or operating hotels, inns, lodges, resorts,
leisure parks, and other tourist-oriented projects; to conduct, maintain, engage in, or
carry on the business of acquiring, constructing, developing and/or operating funeral
parlors, cemeteries, funeral gardens, shops, stalls, and other allied or similar
establishments as complimentary or support services therefor;

4. To promote, establish, operate, manage, own or invest in any and all


kinds of business enterprises or assist or participate in the organization, merger or

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consolidation thereof, and in connection with such activities, to subscribe to,
purchase or otherwise acquire shares of stock or other evidence of equity
participation in any business enterprise, or purchase or otherwise acquire all or part
if assets, franchises, concessions or goodwill of any firm, corporation or
establishment as may be allowed by law;

5. To borrow money, to make and issue notes, and other evidences or


indebtedness of all kinds and to secure the same by mortgage, pledge, or otherwise,
in amounts as the business of the Corporation may require;

6. The corporation shall have all the express powers of a corporation as


provided for under Section 36 of the Corporation Code of the Philippines.

THIRD: The place where the principal office of the corporation is to be


established is at M.L. Quezon Street, City Subdivision, San Pablo City, Laguna 4000,
Philippines.

FOURTH: 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.

FIFTH: The names, nationalities, and residences of the incorporators are as


follows:

Name Nationality Address


Deverna dT. Briones Filipino Jeansville Subd., Brgy. Sto. Angel San
Pablo City, Laguna
Jocelyn D. Dequito Filipino Burgos St., Teomora Village, Phase III, San
Pablo City, Laguna
Anatalia F. Buenaventura Filipino San Roque, Gapan City, Nueva Ecija
Maida B. Decano Filipino Brgy. Sto. Angel, San Pablo City Laguna
Janet D. Caneo Filipino Brgy. Bungoy, Dolores, Quezon

SIXTH: That the number of directors of said corporation shall be five (5) and
the names, nationalities and residences of the first Directors of the corporation who
are to serve until their successors are elected and qualified under the By-Laws, are
as follows:

Name Nationality Address


Deverna dT. Briones Filipino Jeansville Subd., Brgy. Sto. Angel San
Pablo City, Laguna
Jocelyn D. Dequito Filipino Burgos St., Teomora Village, Phase III, San
Pablo City, Laguna
Anatalia F. Buenaventura Filipino San Roque, Gapan City, Nueva Ecija
Maida B. Decano Filipino Brgy. Sto. Angel, San Pablo City Laguna
Janet D. Caneo Filipino Brgy. Bungoy, Dolores, Quezon

SEVENTH: The authorized capital stock of the corporation is PESOS: FIVE


HUNDRED MILLION (P500,000,000.00) in lawful money of the Philippines, divided

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into FIVE MILLION (5,000,000) SHARES, with a par value of PESOS: ONE
HUNDRED (P100.00) per share.

EIGHT: At least 25% of the authorized capital stock has been subscribed and
at least 25% of the total subscription has been paid as follows:

Name TIN Nationality No. of Amount Amount


Shares Subscribed Paid
Subscribed
Deverna dT. Briones 162-653-293 Filipino 1 100 100
Jocelyn D. Dequito 131-074-684 Filipino 1 100 100
Anatalia F. 155-679-194 Filipino 1 100 100
Buenaventura
Maida B. Decano 915-893-313 Filipino 1 100 100
Janet D. Caneo 213-066-731 Filipino 1 100 100
Center for Agriculture 001-289-011 Filipino 500,000 50,000,000 12,500,000
and Development
(CARD), Inc.
CARD MRI Insurance 205-834-517 Filipino 500,000 50,000,000 12,500,000
Agency, Inc.
CARD MRI Insurance 006-806-701 Filipino 125,000 12,500,000 3,125,000
Agency, Inc.
CARD Employees 240-579-985 Filipino 125,000 12,500,000 3,125,000
Multi-Purpose
Cooperative
Total 1,250,005 125,000,500 31,250,500

NINTH: No transfer of stock interest which would reduce the stock ownership of
Filipino Citizens to less than the required percentage of the capital 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 issued by
the corporation.

Furthermore, no transfer of stock in favor of parties other than existing


stockholders shall be registered in the books of the corporation unless the same is
first tendered to the corporation or other existing stockholders under the same terms
and conditions, the same offer to be effective for a period not exceeding thirty (30)
days from such tender.

TENTH: Ms. Jocelyn D. Dequito has been elected by the subscribers as


treasurer of the corporation to act as such until her successor is duly elected and
qualified in accordance with the by-laws; and that as such Treasurer, she has been
authorized to receive, for and in the name of the corporation, all subscriptions paid in
by the subscribers.

ELEVENTH: The incorporators undertake to change the name of the corporation as


herein provided or as amended thereafter immediately upon receipt of notice or
directive from the Securities and Exchange Commission that another corporation,
partnership or person has acquired a prior right to the use of that name or that the
name has been declared misleading, deceptive, confusingly similar to a registered
name, or contrary to public morals, good customs or public policy.

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IN WITNESS WHEREOF, we have set our hands this Oct 21 2016 day of
October 2016 in San Pablo City, Laguna, Philippines.

(Sgd.) (Sgd.)
Deverna dT. Briones Jocelyn D. Dequito
TIN: 162-653-293 TIN: 131-074-684

(Sgd.) (Sgd.)
Anatalia F. Buenaventura Maida B. Decano
TIN: 155-679-194 TIN: 915-893-313

(Sgd.)
Janet D. Caneo
TIN: 213-066-731
WITNESSES:
(Sgd.) (Sgd.)
CARISSA BIANCA I. MEDRANO SAMUEL JOHN (illegible)

ACKNOWLEDGMENT

Republic of the Philippines)


San Pablo City Laguna ) S.S.

BEFORE ME, a notary public for and in the SAN PABLO CITY LAGUNA,
Philippines this OCT. 24, 2016 day of October 2016, personally appeared:
Name Tax Identifaction Number
Deverna dT. Briones 162-653-293
Jocelyn D. Dequito 131-074-684
Anatalia F. Buenaventura 155-679-194
Maida B. Decano 915-893-313
Janet D. Caneo 213-066-731

all known to me to be the same persons who executed the foregoing Articles of
Incorporation and they acknowledged to 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 above written.

NOTARY PUBLIC
(Illegible)
Doc. No. 459;
Page No. 92;
Book No. CCCLXXXIII;
Series of 2016.

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