(STOCK)

ARTICLES OF INCORPORATION
OF
MAYEN BAVALA 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 the said corporation shall be:
MAYEN BAVALA INC.
SECOND: (A.) The primary purposes for which said corporation is formed are:
1. To engage in the business of operating steamships, motorboats and
other kinds of water crafts for the transportation of cargoes and
passengers within the waters and territorial jurisdiction of the
Philippines as well as on high seas
2. To act as agents of domestic or foreign shipping companies; to
purchase, charter, hire, build, or otherwise acquire motor or steam or
other ships or vessels, and to employ the same in conveyance and
carriage of goods, wares, merchandise of every description, and of
passengers, within the waters and territorial jurisdiction of the
Philippines as well as on high seas; and generally
3. To do and perform all acts and things necessary or proper or incidental
for the accomplishment of the foregoing purposes.
(B.) The secondary purposes for which said corporation is formed are:
1. To acquire by purchase, exchange, assignment, gift or otherwise, and to
hold, own and use for investment or otherwise, and to sell, assign,
transfer, exchange, lease, mortgage, pledge, and otherwise operate,
enjoy, and dispose of personal properties of every kind and description
and wherever situated, as and to the extent permitted by law, including,
but not limited to, shares of capital stock, bonds, debentures, evidence
of indebtedness, promissory notes, or other securities or obligations,
created, negotiated or issued by any corporation, association, or other
entity, foreign or domestic, including securities in corporations engaged
in the following:

(a) the business of air and land transportation such as but not
limited to transporting any and all kinds of goods, cargoes,
passengers, of air and land freight forwarding, of acting as a
courier for mails, letters, pouches, delivery and transfer of
money remittances and its equivalent, cargo and personal
effects of all kinds, domestic and international;
(b) the business of warehousing and distribution, of receiving (on
consignment or otherwise), storing, selling and distributing
goods on commission or other basis; exporting, importing and/or
otherwise dealing in goods, wares and merchandise of all
classes and description, of issuing warehouse receipts,
certificates and circulars (negotiable or otherwise) to a persons
warehoused goods, wares or merchandise with said
corporation; of making advances or loans secured by mortgage
of or pledge or deposit warehouse receipts for the goods,
wares, or merchandise stored in said corporation, or otherwise;
(c) the business of container leasing and container yard
management and operations;
(d) the business of trucking, container handling and trailer leasing;
(e) the business of providing or furnishing any and all forms or
types of services and facilities relating to placement or
employment or crewing, the business of contracting, enlisting,
recruiting Filipino professionals, and skilled and unskilled
workers for overseas work to maintain and operate an
information bureau for the collection and supply of information
as to proposals for work and job opportunities available for
unemployed labor (whether skilled or unskilled), business
conditions, credit ratings, and other subjects of trade interest,
and otherwise, to carry on and conduct a general agency
business, to act, and to appoint others to act, as general agent,
special agent, broker, factor, representatives and commission
merchant for individuals or firms, whether domestic or foreign;
and/or
(f) the business of establishing, maintaining and operating
domestic and international pick-up and delivery service by air,
land and sea freight of any kind and nature wherever bound
including storage, brokerage, forwarding, transportation and/or
allied services and includes customizing inventory and cost
management solutions to support domestic, import and export
oriented enterprises through an ecommerce ready system which
includes the following activities: all inclusive, Door-to-Door
pickup and delivery of goods, supply chain and management,
and the loading into any carrier where the following are done:

scanning, weighing, packing into containers and re-loading into

any carrier of packages and bundled documents, confirmation of
export documentation and completion of manifests which are
then sent electronically to destination airport gateways to enable
the customers to track their shipments progress through the
integrators system over the internet and SMS from pick up to
delivery; while the owner, holder or possessor of such
securities, to exercise any and all rights, powers and privileges
of ownership or any other interest therein, including the right to
vote on any proprietary or other interest on any shares of the
capital stock, and upon any bonds, debentures, or other
securities having voting power, so owned or held and the right to
receive, collect and dispose of, any and all dividends, interests
and income derived there from; Provided it shall not act as an
investment bank or investment company or as a stockbroker or
dealer of securities or as a manager of fund portfolios or similar
assets of such managed entities.
(C.) That the corporation shall have all the express powers of a corporation
asprovided 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
Celestial Bldg., Gil Puyat corner Chino Roces Avenue, Makati City.
FOURTH: The term of for which the corporation is to exist is FIFTY (50) years from and
after the date of issuance of the certificate of incorporation.
FIFTH: That the names, nationalities, and residences of the incorporators are as
follows;
Name

Nationality

Address

Mark John N. Agustin

Angelica Mae A. Asuncion
Robert John N. Baares
Adrian S. De Guzman
Rose Anne A. Juan

Filipino
Filipino
Filipino
Filipino
Filipino

Jiar Bianca A. Lamanilao

Hanze Emmanuel T. Macasil

Filipino
Filipino

Judith A. Ocenar

Filipino

Joshua Martin R. Tablizo

Filipino

114 Purok 5, Lugam, Malolos City

902 Bilibid Viejo St. Quiapo, Manila
#164 Dolores St., Pasay City
382 Lolomboy, Bocaue, Bulacan
#376 Tramo, San Antonio, San Pascual,
Batangas
#861 P. Campa, Sampaloc, Manila City
Blk10 lot17 Jabson Comp. Brgy. San Andres
Cainta,Rizal
#75 Jaena St., Cupang Proper, Balanga City,
Bataan
B7 L9 Sunflower St., Capitol Park Homes II,
Caloocan City

Darwin Paul L. Valencia

Filipino

Denise Lois V. Ventenilla

Filipino

1151 Jorenz St., Tanada Subd., T. De Leon,

Valenzuela City
#6 Narcissus St., Roxas District, Quezon City

SIXTH: The number of directors of the corporation is five (5) and that the incorporators
shall constitute the first board of directors.
SEVENTH: The authorized capital stock of the corporation is PESOS: FIFTEEN
MILLION FIVE HUNDRED THOUSAND (P15, 500, 000.00) in lawful money of the
Philippines, divided into FIFTEEN THOUSAND FIVE HUNDRED (15,500) SHARES,
with a par value of PESOS: ONE THOUSAND (PHP 1000.00) per share.
EIGHTH: 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

Mark John N. Agustin

Angelica Mae A. Asuncion
Robert John N. Baares
Adrian S. De Guzman
Rose Anne A. Juan
Jiar Bianca A. Lamanilao
Hanze Emmanuel T. Macasil
Judith A. Ocenar
Joshua Martin R. Tablizo
Darwin Paul L. Valencia
Denise Lois V. Ventenilla

Nationality

No. of
Amount
Amount Paid
Shares
Subscribed
Subscribe
d
Filipino
350
P 350,000.00 P 300,000.00
Filipino
340
340,000.00
300,000.00
Filipino
380
380,000.00
350,000.00
Filipino
340
340,000.00
310,000.00
Filipino
430
430,000.00
410,000.00
Filipino
420
420,000.00
210,000.00
Filipino
560
560,000.00
530,000.00
Filipino
300
300,000.00
280,000.00
Filipino
310
310,000.00
280,000.00
Filipino
350
350,000.00
260,000.00
Filipino
380
380,000.00
320,000.00
TOTAL
4160
P 4,000,000.00 P 3,560,000.00

NINTH: No transfer of stock or interest which would 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.
TENTH: That Jubert Manansala has been elected by the subscribers as treasurer 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, he/she has been authorized to receive for
and in the name and for the benefit of the corporation, all subscriptions paid in by the
subscribers.

ELEVENTH: That the incorporators undertake to change the name of the corporation
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.
IN WITNESS WHEREOF, we have hereunto set our hands on the 17th day of March,
2016, in the City of Makati, Philippines.
Mark John N. Agustin

Angelica Mae A. Asuncion

TIN: 123 456 789 000

TIN: 123 456 789 000

Robert John N. Baares

Adrian S. De Guzman

TIN: 123 456 789 000

TIN: 123 456 789 000

Rose Anne A. Juan

Jiar Bianca A. Lamanilao

TIN: 123 456 789 000

TIN: 123 456 789 000

Emmanuel T. Macasil

Judith A. Ocenar

TIN: 123 456 789 000

TIN: 123 456 789 - 000

Joshua Martin R. Tablizo

Darwin Paul L. Valencia

TIN: 123 456 789 000

TIN: 123 456 789 000

Denise Lois V. Ventenilla

TIN: 123 456 789 - 000

WITNESSES:
Baldita Gundimayor

Barbara Batumbakal

ACKNOWLEDGEMENT
Republic of the Philippines}
S.S.
)
BEFORE ME, A Notary Public in and for the City of Makati, Metro Manila, Philippines,
this 20th day of March 2016, personally appeared.

Name

Community Tax
Certficate Number

Date

Place

Mark John N. Agustin

Angelica Mae Asuncion
Robert John Baares
Adrian S. De Guzman
Rose Anne Juan
Jiar Bianca A. Lamanilao
Hanze Emmanuel T. Macasil
Judith Ocenar
Joshua Martin R. Tablizo
Darwin Paul L. Valencia
Denise Lois V. Ventenilla

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March 15, 2016

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Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati City
Makati 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 date and at the place first above written.
Notary Public
Until December 31, 20__
Doc. No. ___;
Page No ___;
Book No. ___;
Series of ___;

TREASURERS AFFIDAVIT
Republic of the Philippines
City of Makati
Province of

}
} S.S.
}

I, Jubert Manansala, being duly 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 subscription has been paid, and received by me in cash for the benefit and credit of
the corporation.
This is also to authorize the Securities and Exchange Commission and Bangko
Sentral ng Pilipinas to examine and verify the deposit in the ________________________,
__________________ in my name as treasurer in trust for
________________________________________________________in the amount
of __________________________________(________________)representing the paid up
capital of the corporation which is in the process of incorporation. This authority is valid and
inspection of said deposit may be made even after the issuance of the Certificate of
Incorporation to the corporation. Should the deposit be transferred to another bank prior to or
after incorporation, this will serve as authority to verify and examine the same. The
representative of the Securities and Exchange Commission is also authorized to examine the
pertinent books and records of accounts of the corporation as well as all supporting papers to
determine the utilization and disbursement of the said paid up capital.
In case the said paid up capital is not deposited or withdrawn prior to the
approval of the articles of incorporation, I, on behalf of the above named corporation, waive our
right to a notice and hearing in the revocation of our Certificate of Incorporation.

Jubert Manansala
Treasurer
SUBSCRIBED AND SWORN to before me this ____day of _____at ________, Philippines,
affiant exhibiting to me his Community Tax Certificate No.__________ issued at _______, on
____________.
Doc. No. ________;
Page No. ________;
Book No. _______;
Series of ________

NOTARY PUBLIC
Until Dec. 31, 20_______