ARTICLES OF INCORPORATION OF LING- YI INDUSTRIES INC.

, KNOW BY ALL MEN BY THESE PRESENTS: The undersigned incorporators, all of legal age and a 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: First: That the company name of said corporation shall be LING-YI INDUSTRIES INC., Second: That the purposes for which the corporation is incorporated are: a.) To carry on and engage in the industrial business b.) To have and exercise subject to the laws of the Philippines all right, privileges and attributes of a industrial company and c.) To promote and engage in exporting market that will make the corporation wellestablished; Third: That the principal office of the corporation is located in the 01022 First Industrial City of Bulacan in the city of Malolos province of Bulacan, Philippines; Fourth: That the term for which the said corporation is to exist is 20 years from and the date of issuance of the certificate of incorporation; Fifth: That the names, nationalities and residences of the incorporators of the corporation are as follows: CRISTINA L. BAGANI MAURINCE VICENTE KAYLINE CENTENO JENNIFER ISIP CARL VINCENT LUZADAS JEANETTE IVY BERNAL AIRA SANTOS FILIPINO FILIPINO FILIPINO FILIPINO FILIPINO FILIPINO FILIPINO 013 Luwasan St. Guyong, Sta. Maria, Bulacan 1382 Bambang, Bulacan, Bulacan 022 Bukid St. Bagna City of Malolos, Bulacan 411 Sampaloc, Apalit, Pampanga 019 Mahogany St., Meycauyan, Bulacan 220 F. Santos St. Wawa,Balagtas, Bulacan 116 Purok 2 Kapitangan, Paombong Bulacan

Sixth: That the number of directors or the trustees of the corporation shall be four (4); and the names, nationalities and residences of the first directors or trustees of the corporation are as follows: MABELLE ANN FAJARDO JENNYLYN AJOSE MARK IVYNS BALTAZAR FILIPINO FILIPINO FILIPINO 3127 Sto. Cristo, City of Malolos, Bulacan 422 Villa Juana Subdv., Borol 2nd Balagtas, Bulacan 122 The Groove Subdv. Gatbuca Calumpit ,Bulacan 083 San Miguel, San Simon, Pampanga

GIRLIE GAYE MAGLANQUE FILIPINO

Seventh: That the authorized capital stock of the corporation is P 40,000,000 pesos in lawful money of the Philippines, divided into 4,000,000 shares with the par value of P10 pesos per share: Eight: That at least twenty-five (25%) percent of the authorized capital stock aboved stated has been subscribed as follows:

MARK IVYNS BALTAZAR JEANETTE IVY BERNAL CARL VINCENT LUZADAS GIRLIE GAYE MAGLANQUE JENNYLYN AJOSE JENNIFER ISIP MABELLE ANN FAJARDO

1,666,666.67 1,666,666.67 1,666,666.67 1,666,666.67 833,333.33 1,666,666.67 833,333.33

Ninth: That the above-name subscribers have paid at least twenty-five (25%) percent of the subscription as follows:
AMOUNT SUBSCRIBED TOTAL PAID-IN

MARK IVYNS BALTAZAR JEANETTE IVY BERNAL CARL VINCENT LUZADAS GIRLIE GAYE MAGLANQUE JENNYLYN AJOSE JENNIFER ISIP MABELLE ANN FAJARDO

416,666.67 416,666.67 416,666.67 416,666.67 208,333.33 416,666.67 208,333.33

4,166,666.67 4,166,666.67 4,166,666.67 4,166,666.67 2,083,333.33 4,166,666.67 2,083,333.33

Tenth: That CRISTINA BAGANI has been elected by the subscribers as Treasure of the corporation to act as such until his 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 and for the benefit of the corporation, all subscriptions (or fees) or contributions ar donations paid or given by the subscribers or members. Eleventh: No transfer of stock or interest which will reduce the 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 the corporation and this restriction shall be indicated in all the stock certificates issued by the corporation. In witness whereof, we have hereunto signed these Articles of Incorporation, this_____ day of ______________, 2011 in the City of Malolos Province of Bulacan, Region III, Philippines.

CRISTINA L. BAGANI

MAURINCE VICENTE

KAYLINE CENTENO

JENNIFER ISIP

CARL VINCENT LUZADAS

JEANETTE IVY BERNAL

AIRA SANTOS JENNYLYN AJOSE

MABELLE ANN FAJARDO

MARK IVYNS BALTAZAR

GIRLIE GAYE MAGLANQUE

Signed in the Presence of:

_________________________

______________________

Notarial Acknowledgement

TREASURERS AFFIDAVIT REPUBLIC OF THE PHILIPPINES) (CITY OF MALOLOS, BULACAN) Sc.

I, being dully sworn, depose and say; That I have been elected by the subscribers of the corporation as Treasurer thereof, to act as such until my successor has been duly elected and qualified in accordance with the by laws of the corporation, and that as such Treasurer, I hereby certify under oath that at least 25% of the authorized capital stock of the corporation has been subscribed and at least 25% of the total subscription has been paid, and received by me, in cash or property, in the amount of not less than P5,000.00, in accordance with the Corporation code.

________________________

Subscribed and sworn to before me, a Notary Public, for and in the City/ Municipality of _____________________ Province of _________________ this_______ day of _____________________, 2011 by ______________________ with Res. Cert. No.__________________ Issued at____________________________ on____________________2011.

Notary Public My commission expires on ______________, 2011 PTR:__________ IBP no.:__________ Roll:____________

My commission expires on _______________2011 MCLE compliance no._________

Doc.No.___________ Page No.__________ Book No.__________ Series 2011