BY-LAWS

OF

HOLDING HANDS HOLDINGS CORPORATION

ARTICLE I
CORPORATE CAPITAL AND SHARES
SECTION 1. AUTHORIZED CAPITAL STOCKS. The authorized capital stock of the corporation
shall be stated in the Articles of Incorporation.
The stockholders of the corporation shall have a preferred right to subscribe to any additional or
new issuance of corporate shares.
SECTION 2. ISSUANCE OF CERTIFICATE OF STOCK. Each stockholder who has paid his
subscription in full shall be entitled to a stock certificate registered under his name. Each
certificate shall indicate the number of stocks of the corporation and shall bear the signatures of
the President and corporate secretary. It shall also have a corporate seal and certificate number.
Each stock shall be issued chronologically. Fractional shares shall not be entitled to issuance of
certificate of stock. The Board of directors may give a due date as to when the subscription of
stocks should be fully paid.
SECTION 3. TRANSFERS OF STOCK. The corporation shall continue to recognize as its
stockholder the person in whose name the stock is registered in the corporations stock and
transfer book, even if the stock has been sold, transferred, delivered or pledged in writing by the
transferor to the transferee. Any transfers of stock shall be made with the old stock certificate
cancelled and a new stock certificate shall be issued.
SECTION 4. CANCELLATION OF STOCK. Cancellation of a stock shall be made by
surrendering the old stock certificate by delivery to the corporate personnel in charge of the
stock and transfer book. Each stock cancelled shall be marked with word CANCELLED on its
face with the date of cancellation indicated therein.
SECTION 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. The stockholder whose
stock certificate has been lost, destroyed or mutilated has the obligation to immediately notify
the corporation of such fact. The Board of Directors has the right to promulgate rules and
regulations on how to replace an alleged lost, destroyed or mutilated stock certificate. In all
these cases, the owner of the lost, destroyed or mutilated stocks shall give a bond to the
corporation in the amount based on the fair value of the stocks to be determined through the
rules and regulations promulgated by the Board of Directors.

ARTICLE II
INVESTMENT OF CORPORATE CAPITAL
SECTION 1. The funds of the Corporation other than the sums necessary for current expenses
shall be invested as may be directed by the Board of Directors in accordance with the Articles of
Incorporation and subject to the limitations provided by existing laws.
SECTION 2. All cash of the Corporation shall be deposited in its name in such banks and credit
institutions as the board of directors may designate.
ARTICLE III
MEETINGS OF STOCKHOLDERS
SECTION 1. REGULAR ANNUAL MEETINGS. A meeting of the stockholders, duly constituted,
represents the entire body of stockholders and its decisions in matters proper for deliberation by
it are binding upon absenting or dissenting stockholders.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders, unless otherwise
provided by law, may be called at any time by the President and Corporate Secretary, or by the
Corporate Secretary upon orders of the Board of Directors. The Secretary shall call a special
meeting of stockholders whenever he is requested in writing to do so by holders of record of the
majority of the capital stock of the Corporation entitled to vote at such meetings.
SECTION 3. NOTICE OF REGULAR AND SPECIAL MEETINGS. Regular or special meeting of
stockholders shall be called by written or printed notice. The notice shall be sent to each
stockholder by personal delivery or by mail, postal or electronic, addressed to the physical or
electronic or e-mail address of the stockholder registered in the books of the Corporation, at
least fifteen (15) business days advance of the date for which the meeting is called. The notice
shall be deemed to have been given at the time when delivered personally or deposited in the
Makati Central Post Office, or sent electronically or by e-mail and addressed as herein provided.
Notice of regular or special meeting shall contain, in addition to the date, hour and place of the
meeting, a statement of the matters to be transacted at the meeting, and no business other than
that specified in the call shall be transacted at such meeting. The notice of the stockholders'
meeting shall also set the date, time and place of the validation of proxies, which in no case,
shall be less than five (5) business days prior to the stockholders' meeting.
The Corporation may also provide information or documents to a stockholder by e-mail or by
posting the information or documents on the website of the Corporation or another electronic
network; provided that, a separate notice is given to the stockholder of such posting. In case the
Corporation provides information or documents by electronic posting, the information or
documents shall be deemed delivered or given upon the later of (i) the posting of the information
or documents or (ii) the giving of a separate notice to the stockholders of such specific posting.

The Corporation shall give notice and provide information or documents electronically, as
provided above, only to stockholders who have consented to receive notices, information or
documents by e-mail or electronic transmission. A stockholder shall be deemed to have
consented to receiving notices, information or documents electronically if he has provided an email or electronic address to the Corporation and he has not notified the Corporation in writing
that he requires notices, information or documents to be given to him in physical paper form.
SECTION 3. PLACE OF MEETINGS. The meetings of stockholders may be regular or special,
and shall be held at the offices of the Corporation or at any place in Metro Manila designated by
the Board of Directors. Regular meetings, also referred to as annual or general meetings, shall
be held annually on any date in April of each year as may be determined by the Board of
Directors. Special meetings may be held at any time by resolution of the Board of Directors or at
the request of stockholders representing at least one-third of the subscribed and outstanding
capital, setting forth the purpose of such meeting in the notice.
SECTION 6. QUORUM. At all meetings of stockholders, regular or special, other than meetings
wherein the quorum required is fixed by law, there shall be present either in person or by proxy
the holders of record of the majority of the stock issued and outstanding and entitled to vote,
and except in those cases where the Corporation Code requires the affirmative vote of a greater
proportion.
In case any vacancy or vacancies should occur on the Board of Directors during the period
between two stockholders meetings due to death, resignation or any other causes, the
remaining Directors, if still constituting a quorum, may fill said vacancies by election from among
the stockholders, and the stockholders so elected shall act as members of said Board until the
new Board of Directors is elected.
SECTION 7. VOTATION. Each share of stock entitles the person in whose name it is registered
in the books of the Corporation to one vote, provided the share has not been declared
delinquent.
SECTION 8. GUIDELINES FOR NOMINATION AND SELECTION OF NON-INDEPENDENT
DIRECTORS. The Board of Directors shall passed a resolution calling a meeting for purposes of
election and shall fixed the deadline of submission of nominations. All nominations for directors
shall be submitted in writing to the Corporate Secretary. Nominations submitted beyond the
deadline shall not be included in the list of nominees. Only a stockholder of record entitled to
notice of or to vote at a regular or special meeting shall be qualified to be nominated and
elected director of the Corporation. The Board of Directors shall review the qualifications of the
nominees and shall release a list of nominees, which shall be final and binding to the
stockholders.
SECTION 9. GUIDELINES FOR NOMINATION AND SELECTION OF INDEPENDENT
DIRECTORS. There shall be at least two (2) Independent Directors or such Independent

Directors as shall constitute at least twenty percent (20%) of the members of the Board of
Directors, whichever is greater. For this purpose, an "Independent Director" is a director
independent of the management, who is neither an officer or employee of the Corporation, or
any other individual having a relationship with the Corporation, and who, apart from his fees and
shareholdings, is free from any business or other relationship with the Corporation which could,
or could reasonably be perceived to, materially interfere with his exercise of independent
judgment in carrying out his responsibilities as a director of the Corporation.
The following are not independent directors:
1. A director who is an employee, or whose immediate family member is an executive
officer, of the company would not be independent until three years after the end of such
employment relationship. Employment as an interim Chairman or CEO would not
disqualify a director from being considered independent following that employment.
2. A director who receives, or whose immediate family member works as senior
management and above and receives direct compensation from the corporation, except
for certain permitted payments, would not be independent until three years after he or
she ceases to receive such compensation.
3. A director who is affiliated with or employed by, or whose immediate family member is
affiliated with or employed in a professional capacity by, a present or former internal or
external auditor of the company would not be independent until three years after the end
of the affiliation or the employment or auditing relationship.
4. A director who is employed, or whose immediate family member is employed, as an
executive officer of another company where any of the listed corporations present
executives serve on that corporations compensation committee would not be
independent until three years after the end of such service or the employment
relationship.
5. A director who is an executive officer or an employee, or whose immediate family
member is an executive officer, of a corporation that makes payments to, or receives
payments from, the listed company for property or services in an amount which, in any
single fiscal year, exceeds the greater of Php1,000,000, or 2% of such other
corporations consolidated gross revenues, would not be independent until three years
after falling below such threshold.
The list shall not be exclusive and may be changed by the Board of Directors.
SECTION 10. ELECTION OF DIRECTORS. The election of Directors shall be by ballot and
each stockholder entitled to vote may cast the vote to which the number of share he owns
entitles him, for as many persons as are Directors to be elected multiplied by the number of his
shares shall equal, or he may distribute them on the same principle among as many candidates

he may see fit, provided that the whole number of votes cast by him shall not exceed the
number of shares owned by him multiplied by the whole number of directors to be elected.
SECTION 11. PROXIES. Any stockholder entitled to vote may be represented by proxy at any
regular or special stockholders' meetings. Proxies shall be in writing and signed and in
accordance with the existing laws, rules and regulations of the Securities and Exchange
Commission, Duly accomplished proxies must be submitted to the office of the Corporate
Secretary not later than seven (7) business days prior to the date of the stockholders' meeting.
Validation of proxies shall be conducted at least five (5) business days prior to the date of the
stockholders' meeting.
SECTION 12. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. For
purposes of determining stockholders entitled to notice of, or eligible to vote or be voted at any
stockholders meeting or any adjournments thereof, or entitled to receive payment of any
dividends or other distribution or allotment of any rights, or for other lawful purposes, the Board
of Directors may provide that the stock and transfer books be closed for an agreed stated
period, which is not more than sixty (60) days or not less than thirty (30) days before the date of
such meeting. In lieu of closing the stocks and transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of stockholders. This
determination of stockholders shall be applicable to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 13. ORDER OF BUSINESS. The order of business at the regular meeting of the
stockholders shall be as follows:
1. Calling the roll;
2. Secretarys proof of the required notice of meeting;
3. Secretarys proof of the presence of a quorum;
4. Reading of minutes of previous meeting and actions taken;
5. Reports of Officers;
6. Report of the Board of Directors;
7. Financial Report and Approval of Financial Statements for the preceding year;
8. Unfinished business;
9. New business;
10. Appointment of inspectors of election;
11. Election of Directors for the ensuing year;
12. Transaction of other matters as may properly come during the meeting
The order of business to be followed in any regular meeting may be changed by majority vote of
the outstanding capital stock entitled to vote present in the meeting.
The order of business to be followed at any special meeting may be determined by the
Presiding Officer or by a vote of majority of the outstanding capital stock entitled to vote.

SECTION 14. ADJOURNMENTS. In the absence of a quorum, the holders of record of the
majority of the shares present and entitled to vote may adjourn the meeting from time to time
until a quorum shall be present, and no notice of such adjourned meeting shall be required.
Any meeting of the stockholders, regular or special, may adjourn from time to time to reconvene
at the same or some other place, and notice need not be given to stockholders if the time and
place of the new meeting are announced at the adjourned meeting. If the adjournment is for
more than thirty (30) days, or if after the adjourned meeting, a new record date is fixed for the
adjourned meeting, a notice for the reconvened meeting shall be given to each stockholder of
record. At the reconvened meeting, the Corporation may transact any business which might
have been transacted at the original meeting.

ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. POWERS OF THE BOARD. The Board of Directors shall exercise the corporate
powers of the Corporation and is the ultimate authority in matters of governance to be elected
annually by and from among the stockholders. The directors shall regulate the concerns of the
Corporation and shall always uphold the best interests of the Corporation and all its
stakeholders. Without prejudice and in addition to the general duties, powers and attributes
granted by the Corporation Code and other applicable laws, the Board of Directors shall have
the following express powers:
a. Make and change rules for the internal regulation of the company not inconsistent with
these by-laws under which the Corporation shall manage its business and affairs.
b. Determine the manner in which the corporate capital or funds shall be invested, be it in
another Corporation or for any other purpose other than those for which the Corporation
was organized, as the Corporation may necessarily require, upon such terms and
condition which the Board deem fit to be convenient and consistent with the
stakeholders interest, subject to stockholders approval as may be required by law.
c. Purchase, take, receive, or otherwise acquire in any lawful manner, for and in the name
of the Corporation, any and all properties, rights, interest or privileges, including bonds
and securities of other Corporations, as the transactions of the Corporation may
reasonably or necessarily require.
d. Guarantee for and in behalf of the Corporation obligations of other Corporations or
entities in which it has lawful interest.
e. Approve the general expense accounts and budgets of the company.

f.

Make provisions for the discharge of corporate obligations as they mature.

g. Establish types of compensation and incentive plans for employees and directors such
as pension, retirement, or bonus and the system by which to determine the persons who
may participate in any such plans and the amount of their respective participation.
h. Delegate any power of the Board which may be lawfully delegated to any standing or
special committee or any officer in the normal course of current business or businesses
upon such terms as the directors may see fit.
i.

Implement these by-laws and act on other matters not covered herein, provided such
matters and not subject to the approval or consent of the stockholders under any
existing laws, rules or regulation.

SECTION 2. COMPOSITION AND TERM OF OFFICE. The Board of Directors shall consist of
six (6) members and shall be composed of stockholders who must have at least one (1) share
registered to their name. After a term of one (1) year, they shall be individually elected at the
annual meeting by stockholders entitled to have a vote. Each member of the Board shall hold
office until the election and acceptance of the duly qualified successor. In case of vacancies in
the membership of the Board due to death, resignation, or other causes, the vacancy shall be
filled up in the manner prescribed by law.
SECTION 3. ORGANIZATIONAL MEETINGS. After the annual election of the Board of
Directors, they shall meet for the purpose of organization and election of officers and discussion
of relevant business matters as soon as practicable and if possible on the same day of the
Board of Directors Regular meeting. Such meeting may be done at another time and place
prescribed in a notice.
SECTION 4. REGULAR AND SPECIAL MEETINGS. The Board of Directors shall designate the
time and date when it shall conduct regular meetings, which must be held once every three (3)
months. It may be convened in a special session called for by the Chairman of the Board or at
the request of the majority members of the Board of Directors of the Corporation.
SECTION 5. NOTICE OF MEETINGS. The Secretary shall have the duty to give notice of either
regular or special meeting to the Board of Directors in a postage letter addressed to each
member at his given address, or by delivering it to each member personally or through other
common, convenient, and practicable means. Such notice must be received at least three (3)
working days before the designated date of the meeting. In case of special meetings, the time,
place and object thereof shall be stated therein. Notice of any meeting of the Board to any
director may be dispensed with if he waives such right in writing or if he is present at the
meeting. Any meeting shall be deemed legal despite absence of any notice thereof to any
director in the event all directors shall be present and participates thereat.

SECTION 6. QUORUM. Four (4) directors shall constitute a quorum, unless the law requires the
presence of a greater number. Any meeting of the Board shall not proceed without a quorum at
the start of and throughout the meeting.

SECTION 7. CONDUCT OF THE MEETINGS. Meetings of the Board of Directors shall be

presided over by the Chairman of the Board, or in his absence, by the President, or if none of
the foregoing is in office and present and acting, by any other director chosen by the Board. The
Secretary, shall act as secretary of every meeting, if not present, the Assistant Secretary shall
act as secretary of the meeting. In the absence of both, the Chairman of the meeting shall
appoint a secretary of the meeting.

SECTION 8. RESIGNATIONS. Any board of directors may file his/her written resignation any
time with the President or the Secretary of the Corporation. It shall take effect as of the date of
its acceptance by the Board of Directors.
SECTION 9. VACANCIES. Vacancies, not due to removal by the stockholders or expiration of
the term, shall be filled in through at least a majority vote of the remaining Board of Directors, if
still constituting a quorum; if not, the stockholders shall elect by a two thirds vote the new
member. The newly elected member shall fill the vacancy only up to the unexpired term of his
predecessor in office.
SECTION 10. COMPENSATION. By resolution of the Board, each director shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than ten percent
(10%) if the net income before income tax of corporation during the be preceding year. Such
compensation shall be determined and apportioned among the directors in such manner as the
Board may deem proper, subject to the approval of stockholders representing at least a majority
of the outstanding capital stock at a regular or special meeting of the stockholders.
SECTION 11. EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS. The Board may
create and constitute Committees as may be deemed necessary in the operations of the
corporation. Such Committees shall have the corresponding powers and functions as may be
delegated to them by the Board except those that may not be delegated under the Corporation
Code. The Board shall have the power to appoint and remove members of the Committees and
may at any time, with or without justifiable cause, dissolve in any of such Committees.

ARTICLE V
OFFICERS

SECTION 1. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. As indicated in Article IV,

Section 3 of these By-Laws, elections of officers shall be held during the organizational meeting.
The officers for election include the Chairman & Chief Executive Officer, Vice-Chairman,
President, one or more Executive Vice President(s), one or more Senior Vice President(s), one
or more Vice-President(s), Treasurer, Secretary, and such officers as may be deemed
necessary and appointed by the Board of Directors.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors shall
preside at all of stockholders' meetings and meetings of the Board of Directors. He shall
exercise powers as may be conferred upon him by the Board of Directors.
SECTION 3. VICE-CHAIRMAN OF THE BOARD. The Vice-Chairman of the Board shall act as
Chairman of the board in his absence or disability. He shall also perform functions and duties
assigned to him by the board of directors.
SECTION 4. PRESIDENT & CHIEF EXECUTIVE OFFICER. The President may be the Chief
Executive Officer of the Corporation. The President shall preside, in the absence of the
Chairman and Vice-Chairman, at all of stockholders' meetings and meetings of the Board of
Directors. He shall sign all certificates of stock and all instruments required to be executed on
the part of the Corporation except as otherwise provided and shall perform functions assigned
by the Board of Directors.
SECTION 5. EXECUTIVE VICE-PRESIDENT(S). The Executive Vice President shall act as
President in his absence or disability. He shall also perform functions and duties as directed by
the Board of Directors and such specific tasks of the president properly delegated to him by the
said officer in writing.
SECTION 6. SENIOR VICE-PRESIDENT(S). The Senior Vice-President(s) shall perform
functions and duties assigned to him by the President and/or the Board of Directors.
SECTION 7. VICE-PRESIDENT(S). The Vice-President(s) shall perform functions and duties
assigned to him by the President and/or the Board of Directors.
SECTION 8. TREASURER. The Treasurer shall be the custodian of funds, credit instruments
and documents of the Corporation and shall furnish bond, with faithful performance of this
duties. He shall sign all receipts and vouchers for payment made to the Corporation as well as
sign all check for payout jointly with other officers and/or under the direction of the Board of
Directors. He shall perform all acts incident to the position of Treasurer, subject to the control of
the Board of Directors
SECTION 9. SECRETARY. The secretary shall prepare and keep the minutes of all meetings of
the Board of Directors and stockholders and attend to the correspondence and files of the

Corporation. He shall sign, jointly with the President, all stock certificates, keep and affix the
Corporate seal, record all transfers of stock and cancellations and keep all stock certificates
transferred and keep a list in alphabetical order of all stockholders of the Corporation and of
their residences and corresponding shares. He shall perform all other duties incident to the
office of secretary and those which may be assigned to him by the Board of Directors.
SECTION 10. COMPLIANCE OFFICER. To ensure adherence to corporate principles and best
practices, the Chairman shall designate a Compliance Officer who shall hold the position of a
Vice-President or its equivalent. He shall have direct reporting responsibilities to the Chairman.
He shall perform the following duties:
A. Monitor compliance with the provisions and requirements of the SEC Code of Corporate
Governance and the Corporation's Manual on Corporate Governance;
B. Appear before the SEC upon summon on similar matters that need to be clarified by the
same;
C. Determine violations of the Corporation's Manual on Corporate Governance and
recommend penalty for violation thereof for further review and approval of the Board of
Directors;
D. Issue a certification every January 30 of the year on the extent of the Corporations
compliance with the Manual on Corporate Governance for the completed year,
explaining the reason/s of the latter's deviation from the same; and
th

E. Identify, monitor and control compliance risks.

SECTION 11. COMPENSATION. The Board of Directors shall determine the remuneration to be
received by the officers designated in these by-laws. All other officers of the Corporation shall
receive such remuneration as the Board of Directors may determine, upon recommendation of
the President. The fact that any officer is a director shall not preclude him from receiving a
salary or bonus as officer or from voting upon the resolution fixing the same.
SECTION 12. ABSENCE. Absent any other stipulation, the Chairman shall have the power to
designate a temporary replacement for any officer, in case of his illness or absence.

ARTICLE VI
VOTING UPON STOCKS HELD BY THE CORPORATION
Unless otherwise ordered by the Board of Directors, the President, or in his absence, the
vice-president, shall have the full power and authority to represent the Corporation in any
meeting of stockholders of any corporation where it holds stock/s and at any such meeting/s

shall possess and may exercise any and all rights and powers incident to ownership of such
stock/s. The Board of Directors through a Board resolution may delegate such power to any
person/s, which may not necessarily be a director or officer of the corporation.

ARTICLE VII
INDEPENDENT AUDIT
SECTION 1. EXTERNAL AUDIT. An independent auditor shall be designated by the Board of
Directors prior to the close of the business in each fiscal year. The auditor shall audit and
examine the books of account of the corporation, and shall certify to the Board of Directors and
stockholders the annual balance of said books which shall be prepared at the close of the said
year under the direction of the Comptroller. No director or officer of the Corporation, and no firm
or corporation of which such-officer or director is a member, shall be eligible to discharge the
duties of Auditor. The compensation of the Auditor shall be fixed by the Board of Directors.
SECTION 2. INTERNAL AUDIT. The Board of Directors shall appoint an independent director to
be the Chief Audit Executive (CAE) who will oversee the internal audit activity of the
Corporation. An Internal Audit Charter shall be approved by the Board of Directors and shall be
annually reviewed by the Board of Directors. The CAE will report functionally to the Board and
administratively to the Chief Executive Officer. The Board will approve all decisions regarding
the performance evaluation, appointment, or removal of the Chief Audit Executive as well as the
Chief Audit Executives annual compensation and salary adjustment. The Chief Audit Executive
will communicate and interact directly with the Board, including in executive sessions and
between Board meetings as appropriate.

ARTICLE VIII
MISCELLANEOUS AND TRANSITORY PROVISIONS
SECTION 1. AMENDMENT OF BY-LAWS. These By-Laws may be amended, repealed or
modified by stockholders owning or representing a majority of the outstanding capital stock and
by a majority of the Board of Directors at any regular meeting, or at any special meeting called
for the purpose, or the Board of Directors may, in any regular meeting or special meeting thereof
amend, repeal or modify these By-Laws or adopt new By-Laws, provided, however, that this
power delegated to the Board of Directors, to amend or repeal these By-Laws or adopt new ByLaws shall be considered as revoked whenever stockholders representing majority of the
outstanding capital stock of the Corporation shall so vote at a regular or special meeting called
for the purpose.
SECTION 2. SEAL. The seal of the Corporation shall contain the name Holding Hands Holdings
Corporation and said seal is hereby adopted as corporate seal.

SECTION 3. FISCAL YEAR. The fiscal year of the corporation shall begin on the first day of
January and shall end on the last day of December of each year.

ARTICLE IX
ADOPTION CLAUSE
The foregoing by-laws were adopted by all stockholders of the Corporation on June 1,
2015 at the principal office of the Corporation.

IN WITNESS WHEREOF, we the undersigned stockholders of the corporation present at

said meeting and voting thereat in favor of the adoption of said by-laws have hereunto
subscribed our names this 9th day of June, 2015 at Makati, Metro Manila, Philippines.

JOHN RAFAEL ATIENZA

ADRIAN BERNARDO

LOVELY NIKKI CARIAGA

DANICA PABALAN

ESTHER LAUREN PEREZ

NORMAN KENNETH SANTOS

KAREN SUPAPO