Incorporation - AOI Mobile Gadgets

ARTICLES OF INCORPORATION
OF
___________
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.
THAT WE HEREBY CERTIFY:
FIRST: That the name of this corporation shall be:
_____________
SECOND: That the purposes for which this corporation is formed are:
PRIMARY PURPOSE
To engage in the sale, purchase, import, retail, distribution of

goods and commodities, including but not limited to mobile
gadgets and their accessories, and to conduct business
necessary and incidental to the foregoing purposes.
SECONDARY PURPOSES
1. To establish, operate, and maintain restaurants, coffee

shops, cafes, bars, bistros, refreshment parlors, cocktail
lounges, and allied activities such as but not limited to
serving, arranging, and catering of foods, drinks, refreshments
and other foods or commodities; to do and perform such other
acts and things necessary or incidental to the accomplishments
of the foregoing corporate business and objects insofar as may
be allowed by applicable laws and rules and regulations;
2. To purchase, acquire, own, lease, sell, and convey real

properties, such as lands, buildings, factories and warehouses,
and machineries, equipment and other personal properties, as
may be necessary or incidental to the conduct of the corporate
business, and to pay in cash, shares of its capital stock,
debentures and other evidences of indebtedness, or other
securities, as may be deemed expedient, for any business or
1
property acquired by this corporation, but without engaging in
financial leasing;
3. To borrow or raise money, from not more than

nineteen (19) lenders, including its stockholders necessary to
meet the financial requirements of its business by the issuance
of bonds, promissory notes and other evidences of
indebtedness, and to secure the repayment thereof by
mortgage, pledge, deed of trust or lien upon the properties of
this corporation or to issue pursuant to law shares of its capital
stock, debentures and other evidences of indebtedness in
payment for properties acquired by this corporation or for
money borrowed in the prosecution of its lawful business;
4. To invest and deal with the money and properties of

this 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 this corporation or any part thereof
for such consideration an under such terms as it shall see fit to
accept;
5. To aid in any manner, including acting as guarantor or

surety for and on behalf of, any corporation, association, or
trust estate, domestic or foreign, or any firm or individual, any
shares of stock in which or any bonds, debentures, notes,
securities, evidences of indebtedness, contracts, or obligations
of which are held by or for this corporation, directly or
indirectly through other corporations or otherwise;
6. To enter into any lawful arrangement for sharing

profits, union of interest, unitization or farm-out agreement,
reciprocal concession, or corporation, 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 of
the purposes of this corporation;
7. To acquire or obtain from any government or

authority, national, provincial, municipal or otherwise, or any
corporation, company, or partnership or person, such charter,
contracts, franchise, privileges, exemption, licenses and
concessions as may be conducive to any of the objects of this
corporation;
8. To establish and operate one or more branch offices of

agencies and to carry on any or all of its operations and
business without any restrictions as to place or amount
including the right to hold, purchase or otherwise acquire,
2
lease mortgage, pledge and convey or otherwise deal in and
with real and personal property anywhere within the
Philippines;
9. To distribute as dividends the unrestricted retained

earnings of this corporation to the stockholders thereof either
in cash or in kind, namely, properties of this corporation,
particularly any shares of stock, debentures or securities of
other companies belonging to this corporation;
10. 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
Philippines, and in any and all foreign countries, and to do
everything necessary, desirable or incidental to the
accomplishment of the purposes or the exercise of any or
more of the powers herein enumerated, or which shall at any
time appear conducive to or expedient for the protection or
benefit of this corporation; and
11. To exercise all the express powers of a corporation as

provided for under Section 36 of the Corporation Code of the
Philippines.
THIRD: That the place where the principal office of this corporation is
to be established is at:
23rd Floor, Tower 6789, 6789 Ayala Avenue, Makati City
FOURTH: That the term for which this corporation is to exist is perpetual.
FIFTH: That the names, nationalities, and residences of the

incorporators are as follows:
Name Nationality Residence

1 OMNISTELLAR PTE Singaporea 1 Kaki Bukit Road 1, #02-44, Enterprise
LTD n One, Singapore 415934
2 WILSON LIM TIONG Singaporea 1 Burgundy Drive, Burgundy Hills
HOW n Singapore (6558804)
3 JOHN HENLEY Filipino Unit 11F, Tower Alessandro, Venice
GODINEZ Luxury Residence, McKinley Hill, Taguig
City
4 PETER GUAN S. Filipino 2141 Revellin Street, Sta. Ana, Manila
ESPIRITU
SIXTH: That the number of directors of this corporation shall be Three

(3) and that the names, nationalities, and residences of the first directors who are to
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serve until their successors are elected and qualified as provided by the by-laws are as
follows:
SEVENTH: That the authorized capital stock of this corporation is ONE

HUNDRED MILLION PESOS (PhP100,000,000.00), divided into ONE
MILLION (1,000,000) shares with par value of ONE HUNDRED PESOS
(PhP100.00) per share.
EIGHTH: That at least 25% of the authorized capital stock has been
subscribed and at least 25% of the total subscription has been paid as follows:
NINTH: No issuance or transfer of stock or 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 this corporation and this restriction shall be printed or indicated
in the stock certificates issued by this corporation.
TENTH: That _____________ has been elected by the subscribers as

Treasurer of this 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 has been
authorized to receive for and in the name and for the benefit of this corporation, all
subscriptions paid by the subscribers.
ELEVENTH: That this corporation manifests its willingness to change its

corporate name in the event another person, firm or entity has acquired a prior right to
use the said firm name or one deceptively or confusingly similar to it.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this
______________ in _____________.
WITNESSES
____________________________ __________________________
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ACKNOWLEDGMENT
Republic of the Philippines)

Makati City ) S.S.
BEFORE ME, a Notary Public in and for Makati City, Philippines, this
______________ personally appeared:
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.
Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2020.

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ARTICLES OF INCORPORATION

KNOW ALL MEN BY THESE PRESENTS:

THAT WE HEREBY CERTIFY:

FIRST: That the name of this corporation shall be:

To engage in the sale, purchase, import, retail, distribution of

1. To establish, operate, and maintain restaurants, coffee

2. To purchase, acquire, own, lease, sell, and convey real

3. To borrow or raise money, from not more than

4. To invest and deal with the money and properties of

5. To aid in any manner, including acting as guarantor or

6. To enter into any lawful arrangement for sharing

7. To acquire or obtain from any government or

8. To establish and operate one or more branch offices of

9. To distribute as dividends the unrestricted retained

10. To conduct and transact any and all lawful activities,

11. To exercise all the express powers of a corporation as

23rd Floor, Tower 6789, 6789 Ayala Avenue, Makati City

FIFTH: That the names, nationalities, and residences of the

Name Nationality Residence

SIXTH: That the number of directors of this corporation shall be Three

SEVENTH: That the authorized capital stock of this corporation is ONE

NINTH: No issuance or transfer of stock or interest which would reduce

TENTH: That _____________ has been elected by the subscribers as

ELEVENTH: That this corporation manifests its willingness to change its

Republic of the Philippines)

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my

Doc. No. _____;

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