REPUBLIC OF THE PH ILIPPINES SECURITIES AND EXCHANGE COMMISSION

SEC Bu ilding, EDSA, Greenhi lls, City of Mandalu yong, Metro Mani la

COMPANY REG. NO. 159950

CERTIFICATE OF FILING OF

AMENDED ARTICLES OF INCORPORATION

KNOW ALL PERSONS BY THESE PRESENTS:

This is to certify that the amended articles of incorporation of the

CROWN ASIA COMPOUNDERS CORPORATION (Amending Articles VI, VII and X thereof)

copy annexed, adopted on October 17, 2012 by majority vote of the Board of Directors and by the vote of the stockholders owning or representing at least two­thirds of the outstanding capital stock and certified under oath by the Secretary and a majority of the Board of Directors of the corporation was approved by the Commission on this date pursuant to the provision of Section 16 of the Corporation Code of the Philippines, Batas Pambansa Blg. 68, approved on May 1, 1980 and copi~s thereof are filed with the Conunission.

Unless this corporation obtains or already has obtained the appropriate Secondary License from this Commission, this Certificate does not authorize it to undertake business activities requiring a Secondary License from this Commission such as, but not limited to acting as: broker or dealer in securities, government securities eligible dealer (GSED), investment adviser of an investment company, close-end or open-end investment company, investment house, h"ansfer agent, commodity/financial futures exchange/broker/merchant, financing company, pre-need plan issuer, general agent in pre-need plans and time shares/club shares/ membership certificates issuers or selling agents thereof. Neither does Certificate constitute as pennit to undertake activities for which other government agencies require a license or permit.

IN WITNESS WHEREOF, I have set my hand and caused the seal of this Commission to be aff~J}~ed to this Certificate at Mandaluyong City, Metro Manila, Philippines, this 2f ~'v day of January, Twenty Thirteen.

F#dtiALES Acting Director

Company Registration and Monitoring Departm.ent

AMENDED*

ARTICLES OF INCORPORATION

OF

CROWNASIA COMPOUNDERS CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

That we, a ll of legal age, citizens and residents of the Republic of the Philippines, have this clay 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 -

CROWN ASIA COMPOUNDERS CORPORATION

SECOND: That the purposes for which the said corporation is formed are:

PRIMARY PURPOSE To engage in, operate, conduct and maintain the business of manufacturing,

importing, exporting, buying, selling or otherwise dealing in, at wholesale and retail such goods as: plastic and/or synthetic resins and compounds and other al lied or related products/goods of same/similar nature, and any and all equipment, materials supplies used or employed in or related to the manufacture of such' finished products.

SECONDARY PURPOSE

1. To purchase, acquire, own lease, sell and convey real properties such as lands , buildings, factor ies and warehouses and machineries, equipment and other personal properties as may be necessary or incidenta l to the co nduct of the corporate business , and to pay in cash, shares or its capital stock, debentures and other evidences of indebtedness, or other securities, as may be deemed expedient, for any business or property acquired by the corporat ion;

2. To borrow or raise money necessary to meet the financial requirements of its business by th e iss uance of bonds, promissory notes and other evidences of

" As last amended by al leas t a majority of the Boar-cl of Directors and by the shareholders holding at least two-thirds of the outstanding capital stock during their joint special meeting held on 17 October 2012.

indebtedness, and to secure the repa yment thereof by mortgage, p ledge, deed of trust, lien upon the properties of the corporation or to issue pursuant to law shares of its capital stock,- debentures and other evidences of indebtedness in payment for properties acquired by the corporation or for money borrowed in the proce of its lawful business;

3. 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 terms as it shall see fit to accept;

4. To ei1ter into any lawful arrangem ent for sharing profits, union, of interest, reciprocal concession or cooperation, with any corporation, association, partnership, syndicate, entity, person or governmental, municipal or public authority, 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;

5. To acquire or o btain from any government or authority, nation al, provincial, 1i1t111icipal or otherwise, or any corporation, company or partnership 1 or person, such charter, contracts, franchise, privileges, exemption, licenses and concessions as may be conducive to any of the objects of the corporation;

6. To establish and operate one or more branch offices or agencies and to carry on any of all of its operations and business with but any restrictions as to place or amount including the right to hold, purchase or otherwise acquire, lease, mortgage, pledge and convey or otherwise deal in and with real and personal property anywhere within the Philipp ines;

7. To distribute the surp lus profits of the corporation to the stockholders thereof in cash or in kind, namely, properties of the corporation, particularly any shares of stock, debentures or securities of other companies belonging to this corporation; and

8. 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 purposes, within or without the Phil ippines, and in any and all foreign countri es, and to do everything necessary, desirab le or incidental to the accomp lishment of the purposes or the exercise of any one or more of the powers herein enumerated, or which shall at any time appear conduci ve to or expedient for the protection or benefit of this corporation.

THIRD: That the place where the principal office of the corporation is to be established or located is at Km . 33 MacArthur Highway, Bo. Tuktukan, Guiguinto, Bulacan, Phi lippines .

FOURTH: That the term for which said corporation is to exist 1s fifty (50) years from and after the elate of incorporation .

FIFTH: That the names, nationalities and res idences of the incorporators of said corporation are as follows:

Name Nationality Residence Eugene Villanueva Filipino 33 Milkyway Drive, Blueridge, Quezon City Walter H. Villanueva Filipino 31 Dalahikan St., Damar Village, Quezon City Tita P . Villanueva Filipino 31 Dalahikan St., Damar Village, Quezon City Nicasio T. Perez Filipino 40 Bulletin St., Quezon Cit.}'. Christie T. Perez Filipino 40 Bulletin St., Quezon City Wilson L. Villanueva Filipino 80 Kanlaon St., Mandaluyong Metro Manila Jefferson Sy Filipino 7 Daraga St., Damar Village, Quezon Cit,}'. Gloria Go Filipino 16 Daet St., Damar Village, Quezon City Sofia P. Po Filipino 604 Sta. Elena St., Binondo, Manila Oscar T. Perez Filipino 11 West Lawin, Philamlife, Quezon City Meda T. Perez Filipino U West Lawin, Philamlife, Quezon City

SIXTH 1: That the number of directors of the said corporation shall be

nine (9) and that the names, nationalities and residences of the directors who are to serve until their successors are elected and qualified as provided by the by-laws are as follows:

Name Nationality Residence Eugene Villanueva Filipino 33 Milk:tWa):'. Drive, Bluericlge, Quezon Cit_)'. Walter H. Villanueva Filipino 31 Dalahikan St., Damar Village, Quezon City Tita P. Villanueva Filipino 31 Dalahikan St., Damar Village, Quezon City Nicasio T. Perez Filipino 40 Bulletin St. , Quezon City Christie T. Perez Filipino 40 Bulletin St., Quezon City Wilson L. Villanueva Filipino 80 Kanlaon St., Manclaluyong Metro Manila Jefferson Sy Filipino 7 Daraga St., Damar Village, Quezon City Gloria Go Filipi.no 16 Daet St., Damar Villa,ge, Quezon City SofiaP. Po Filipino 604 Sta. Elena St. , Binondo, Manila Oscar T. Perez Filipino 11 West Lawin, Philamlife, Quezon City Meda T. Perez Filipino 11 West Lawin, Philamlife, Quezon City

SEVENTI-r2: That the authorized capital stock of the said corporation is ONE BILLION THREE HUNDRED MILLION PESOS (Pl,300,000,000.00), Philippine Currency, and said capital stock is divided into ONE BILLION THREE HUNDRED (1,300,000,000) shares with a par value of ONE PESO (Pl.00) each.

EIGHTH: That the amount of said capital stock which has been

1 As last amended by at leas t a majority of the Board of Directors and by the shareholders holding at least lwo­thircls of the outstanding cap.ital stock during their joint special meeting held on I 7 October 2012. 2 As last amended by at least a majority of the Board of Directors and by the shareholders holding at least two­thirds of the outstanding capital stock during their joint special meeting held on 17 October 2012.

2 I

J r

actually subscribed is TWO MILLION FIVE HUNDRED THOUSAND PESOS (P2,500,000.00), and the follO\ving persons have subscribed for the number of shares and the amount of capital stock indicated opposite their respective names:

Name Nationality No. of Shares Amount Subscribed Eugene Villanueva Filipino 5,000 P500,000 .00 Walter H. Villanueva Filipino 2,500 250,000 .00 Tita P. Villanueva Filipino 2,500 250,000.00 Nicasio T. Perez Filipino 2,500 250,000.00 Christie T. Perez Filipino 2,500 250,000.00 Wilson L. Villanueva Filipino 2,500 250,000.00 Jefferson Sy Filipino 2,500 250,000.00 Gloria Go Filipino 1,250 125,000.00 Sofia P. Po Filipino 1,250 125,000.00 Oscar T. Perez Filipino 1,250 125,000.00 Meda T. Perez Filipino 1,250 125,000.00

TOTAL 25,000 P2,500,000.00

NINTH: That the following persons have paid on the shares of capital stock for which they have subscribed, the amount set out after their respective names:

Name of Subscriben· Eugene Villanueva Walter Villanueva Tita P. Villanueva Nicasio T. Perez Christie T. Perez Wilson L. Villanueva Jefferson Sy Gloria Go Sofia P. Po Oscar T.Perez Meda T.Perez

TOTAL

Amount Paid-up Pl25,500.00

62,500.00 62,500 .00 62,500.00 62,500 .00 62,500.00 62,500.00 31,250.00 31,250.00 31,250.00 3 1,250.00

P625,500.00

TENTH3: No stockholder shall have a right to purchase or subscribe to any

additional share of the capital stock of the corporation whether such shares of capital stock are now or hereafter authorized whether or not such stock is convertible into or exchangeable for any stock of the Corporation or of any other class, and whether out of the number of shares authorized by the Articles of Incorporation of the Corporation as originally filed, or by any amendment thereof, or out of shares of the capital stock of any class of the Corporation acquired by it after the issue thereof; nor shall any holder of any such stock of any class, as such holder have any right to purchase or subscribe for any obligation which the Corporation may issue or sell that shall be convertible into, or exchangeable for, any shares of the capital stock of any class of the Corporation to which

3 As last amended by at least a majority of the Board of Directors and by the shareholders holding at least two-thirds of the outstanding capital stock during their joint special meeting held on 17 October

2012.

shall be attached or appertain any warrant or warrants or any instrument or instruments that shall confer upon the owner of such obligation, warrant or instrument the right to subscribe for, or to purchase from the Corporation, any shares of its capital stock of any class.

The Board of Directors may, from time to time, grant stock options, issue warrants or enter into stock purchase or similar agreements for purposes necessary or desirable for the Corporation and allocate, sell or otherwise transfer, convey or dispose of shares of stocks of the Corporation of a class or classes and to such persons or entities to be determined by the Board, including, but not limited to, employees, officers and directors of the Corporation.

The foregoing shall be printed on the stock certificates of the corporation.

ELEVENTH: That no issuance or transfer of shares of stock of the corporation which would reduce the stock ownership of Filipino citizens to less than the percentage of the outstanding capital stock required by law to be owned by Filipino citizens, shall be allowed or permitted to be recorded in the books of the corporation. This restriction shall be printed or indicated in all the certificates of stock to be issued by the corporation.

TWELFTH: NICASIO T. PEREZ has been elected by the subscribers as Treasurer of the corporation to act as such until his, successor is duly elected and shall have qualified in accordance with the by-laws; and that, as such Treasurer, he has been authorized to receive for the corporation, and to issue in its name receipts for, all subscriptions paid in by the subscribers.

IN WITNESS WHEREOF, we have hereunto set our hands, this 6th day of February 1989 at Makati, Metro Manila, Philippines.

(Sgd.) EUGENE VILLANUEVA

(Sgd.) TIT A P. VILLANUEVA

(Sgd .) CHRISTIE T. PEREZ

(Sgd.) JEFFERSON SY

(Sgd.) WALTER VILLANUEVA

(Sgd.) NICASIO T. PEREZ

(Sgd .) WILSON L. VILLANUEVA

(Sgd.) GLORIA GO

(Sgd.) SOFIA P. PO

(Sgd.) MEDA T. PEREZ

(Sgd.) OSCAR T.PEREZ

SIGNED IN THE PRESENCE OF:

(Sgd.) ZENAIDA C. A GRES

(Sgd.) MARJTA GUTIERREZ

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) MAKATI CITY, METRO MANILA) S.S,

BEFORE ME, a Notary Public in and for Makati , Philipp ines, this 9th day of February 1989 personally appeared:

Eugene Villanueva Walter Villanueva Tita P. Villanueva Nicasiot. Perez Christie T. Perez Wilson L. Villanueva Jefferson Sy Gloria Go Sofia P. Po Oscar T. Perez Meda T. Perez

Comm.Tax Cert. No.

11018242 13601758 11022302 13602460 11022256 4675516 11021909 11021802 4699092 11022254

Date & Place Issued

1-26-89-QuezonCity 1-12-89 - Valenzuela, MM 1-25-89 - Quezon City 1-12-89 - Valenzuela, City 1 -2~-89 - Quezon City 1-12-89 - Mandaluyong, MM 2-03-89 - Quezon City 1-29-89 - Quezon City 2-03-89 - Manila 1-25-89 - Quezon City

all known to me and to me known 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 elate and at the place first above-written.

Doc No 163 Page No. 34; Book No. lX; Series of 1989.

F:\dmn\CLIENTS\1338\Arnended AO! Crown Asln Compornulers (dean).doc ABKT\JCN\CND 1338-200

(Sgd)

NATALIO M. PANGANIBAN NOTARY PUBLIC.

Until December 31, 1989 PTRNO. 584915-1 -18-89

Makati, Metrn Manila

DIRECTORS' CERTIFI K'E

KNOW ALL MEN BY THESE PRESENTS

The undersigned, being the majority of the members of the Board of Directors and the Corporate Secretary of CROWN ASXA COMJ>OUNDERS CORPORATllON ("Corporation"), a corporation duly organized and existing under the laws of the Philippines, with princ ipal office address at Km. 33 MacArthur Highway, Bo. Tt1ktukan, Guiguinto, Bulacan, under oath, do hereby certify that the attached instruments are true and correct copies of the Corporati on's Amended Articles of Incorporation and Amended By~Laws reflecting amendments to the following:

1. Articles of Incorporation

a) Sixth Art icle - reducing the number of Directors from eleven (11) to nine (9);

b) Seventh Article - increasing the authorized capital stock of the corporation from Ten Million Pesos to One Billion Three Hundred Million Pesos;

c) Tenth Article - denying pre-emptive rights.

2. By-Laws

a) Article I, Section 2 - deleting the requirement of the Corporate Secretary manually countersign ing the Certificates and creating a procedure in signing the Certificates;

b) Article II, Section 1 - changing the elate of annual stockholders' meeting from February 6 to third Thursday of May;

c) Article II, Section 4 - providing for periods when notice of the stockho lders' meeting is sent to each stockholder and providing for different modes of delivery of notice;

cl) · Article III, Section 1 - providing for the consideration of the corporate policy of the Corporation prior to incurring indebtedness;

e) Article III, Section 2 - changing the election and term of the Board of Directors;

f) Article III, Section 3 - providing for nominations by the Nomination Committee and adding a proviso in the process of filling vacancies;

g) Article III, Section 4 - providing for qualifications of .the members of the Board of Directors;

h) Article Ill, Section 5 - providing for disqualifications of the members .of the Board of Directors;

i) Article III, Section 6 - providing for additional requirements for lnclepenclent Directors;

j) Article III, Section 7 - providing for an organizational meeting of the Board of Directors;

k) Article III, Section 8 - adding the word regular to the section title;

J) Article III, Section 9 - providing for special meetings of the Board of

Directors;

111) Article III, Section I 0 - providing for periods ·when notice of the meetings should be sent to Directors and including electronic mail as a mode of transmittir1g notices;

n) Article III, Section 13 - allowing vicleoconference and teleconference meetings of the Board of Directors;

o) Article IV - providing for different Committees within the Board of

Directors;

Directors;

p) Article V, Section 7 - provid ing for ~lJ .. exception on the power of the President to execute agreements;

q) Article VI - providing for resolutions req uiring)JVproval of the stockho lders:.

r) Article VIII - providing for non-competition ·clause;

The foregoing amendments to the Arti.cles of Incorporation and the By-Laws we re adopted and approved by at le51st a majority .0(the Board of Directors and by the stockho lders owning more than two-thirds (2/3) of the iss<i'ed and outstanding capital stock of the Corporation in a j oirit special meeting held on October 17, 2012 at the principal office of the Corporation.

I

. .:""7 " ~.

NICASIO 'f. PEREZ .?

~yo~ TIT AP. VJrLLANUEV A \f

TI1103- ?75C.'"64 ~l~(JJ~ {i,

GL IP..JAP; G TIN 103- 074-700

Countersigned:

CaEANG Asst. Corporate Secretary TIN 242-996-484

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'

SOl!?IA F'.PO

T~l43-~74 v~ l

JlE ~RSON SY ~" TI 10~76-638

ME~l'EREZ

TIN103-074- 852

&~vtt-;.._ CHRISTIE 'f.lP'JEREZ

TIN 103- 075- 115

. ·~ 9£,C 16F 1011 2012 ( a1

exhib iting to me their community tax. certificates 2Jd _>..

SUBSCRIBED AND SWORN to before me thi s <Pasic City, Metro Man i la, affiants

competent evidence of identification, to wit:

~1~----Comm . Tax. Cert. I Competent Ev idence I

Wa lter !-I.Villanueva /'l'b1;7.·l <'l~!}.~e~ti~-~~/,7"'' '·i, . .::cl.:.:1-

i-:E:::-L-15-a_e_n_e-=v=i 1:-:l_a_n_u_e_v_a------+---------------'-!-~-.~!Lj:L~c?".fL~:~g~,::;3'2'.,},""~j~"';cc.~L· ~=:~~,,~ . ';~· ':;,_ 'l~::. :::::;:,r Date/Place Issued

J~ i cas i o T. perez '•''A' 1,a,"~

Christie P. Perez f>;·i!1._~iS·'<-~rJ:~ ~.!:f >t! /·<~-;. /',, .. ,;_.,,, v~ ~J~Lc;~--if ·-

Caro l N. Deang )•//i,,,,/l"J'?I/;, ;t;;J:S ,J,,:,!{j/•-.fw.C,11 ,.,)'.. ~/ .~.f/;_' - 'j9c: - f";;9'

Doc. No. __l0_~; PageNo._2; Book No. ·•· Series of 20(2 .

f:\DAT A\CLIENTS\ IJJK\OIREClURS' CERTIFICATE V~.ooc i:i:u1.200 ABKTIJC'N/CND

'··

Z.

Repu!IJilic of the PRimppilmes Department of Finance

Securntnes mull .fil',xdrnfillge Commn:ssfonll SEC lBld.g. EDSA, Gi·eenhilis, Mandaluyong City

COMPANY REGISTRATION AND MONIT()RING DEPARTME&\lT

RN THJE MATfEJR OJF' : FOJR THE VIOLA THON OIF THE

CROWN ASKA COMR"OUNDJERS CORP. : CORPORATION CODE OF THE PHIUrrINES : AND THE SJEC GUIDELINES ON : REPORTORIAL REQlHIDE:MENTS

SIEC Registration No. 159950 "--------------------··--·-----------------------------------~--------- .. -x

CONFIRMATION OF JP' A YMENT OJF FINES ·

The CROWN ASIA COMPOUNDERS CORP., registered on JF'ebnnairy 10, 1989, violated the Corporation Code of the Philippines (the Code) and the SEC Guidelines on Reportorial Requirements by failing to submit the following within the prescribed period:

·-····-·---------~· NO'fEJD DEJPJICIENCIJES ~

REQlHREMENTS j__ _ ______ v_E_A_R_s;_c_o_v_E_1

R_E_n ___ .,.:____ .

NOT FILED . f JFILED LA TE General Information Sheet I 2002;2004;2006

lt also violated Section 48 of the Code, by effecting a change in the fiscal year without properly amending its By-laws.

The corporation was directed to pay a total fine of f20;000.00 paid on 26 September 2012 under Official Receipt No. 0793445. ··

This serves as a confirmation that the corporation has paid the.fines for its failure to comply with the above-stated requirements. .

It is warned that if the corporation futiher commits. a similar violation in the future, the Commission shal I be constrained to impose heavier penalties On the corporation and/or its responsible officers .

'! ...

Iner

Mandaluyong City, Philippines.--~-~-- September 2012:

For the Director:

~L~· -MA~~~~~ORA~ LAGlURA . Offtce1 -11:-ci:ar ""e . . .

Compliance Mo111tor111 ~ Jat tment

,,