CULMINATING LEARNING EVIDENCE – ARTICLES OF INCORPORATION Submitted to: Atty. Charisse A. Tomaro Submitted by: Symon Angelo C. Albino COMA2B ARTICLES OF INCORPORTION OF LUX HOTELS AND RESORTS INC. __________________________________________________ KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned incorporators, all of legal age, have voluntarily agreed to form a stock corporation under the laws of the Republic of the Philippines. AND WE HEREBY CERTIFY: FIRST: That the name of the said corporation shall be: “LUX HOTELS AND RESORTS INC.” SECOND: That the purposes for which the said corporation is formed are: PRIMARY To manage and operate activities pertaining to general amusement and recreation enterprise, such as, but not limited to resorts, golf courses, sports facilities, hotel and gaming facilities with the apparatus, equipment, and other appurtenances as may be related or in connection with the management and operation therewith. SECONDARY 1. To purchase, acquire, own, improve, construct, build, develop, maintain, sell, control, or dispose of any plants, machinery, works, and things or property, real and personal, incidental to, connected with, or appropriately necessary, or convenient for any of the purposes above mentioned and enumerated, including all or a part of the properties, assets, business and goodwill of any person, form, association, or other corporation; 2. To invest and deal with the moneys and properties of the corporation in such manner, from time to time, be considered wise for the advancement of its interests and to sell, dispose of or transfer of 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; 3. To enter into contracts and arrangements of every kind and description for any lawful purpose with any person, firm, association, corporation, municipality, territory, province, or government, and obtain from any government body or authority any rights, privileges, contracts and Articles of Incorporation of Lux Hotels and Resorts Inc. Page 1 of 7 concessions which the Corporation may deem desirable to obtain, carry out, perform or comply with and to hire the services of professionals as may be necessary to accomplish the purposes for which the Corporation is organized. It is the intention that the foregoing clauses shall be construed as rights as well as objects and purposes, and the foregoing enumeration of specific rights shall not be held to limit or restrict in any manner the general power of the Corporation, and generally, the Corporation shall be authorized to exercise and enjoy all other powers, rights and privileges now or hereafter granted by the laws of the Republic of the Philippines. THIRD: That the place where the principal office of the Corporation is to be located at J. R. Torres Ave, Bacolod, 6100 Negros Occidental, Bacolod City, Philippines. FOURTH: That the term for which the corporation is to exist is fifty (50) years from the date of incorporation. FIFTH: That the names, nationalities, and residences of the incorporators of the said corporation are as follows: Name Nationality Residence Symon Angelo C. Albino Filipino Bacolod City Ethan John D. Veloso Filipino Bacolod City Henry M. Son Filipino Bacolod City Elijahm C. Mahilum Filipino Bacolod City Steven V. Dominic Filipino Bacolod City SIXTH: That the number of directors of said corporation shall be five (5) 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 Symon Angelo C. Albino Filipino Bacolod City Ethan John D. Veloso Filipino Bacolod City Joseph C. Bago Filipino Bacolod City Articles of Incorporation of Lux Hotels and Resorts Inc. Page 2 of 7 Henry M. Son Filipino Bacolod City Elijahm C. Mahilum Filipino Bacolod City Troy John M. Mansueto Filipino Bacolod City SEVENTH: That the authorized capital stock of the said corporation is TWENTY MILLION PESOS (PHP 20,000,000.00), Philippine Currency, and the said capital stock is divided into FIVE MILLION (5,000,000) common shares with a par value of Two Pesos (Php 2.00) per share and TWO MILLION FIVE HUNDRED shares of preferred stock with a par value of Four Pesos (Php 4.00) per share. The preferred stock may be issued in series and shall be nonvoting and non-participating, however holders of such shares are entitled to preferential and cumulative dividends, and shall have other rights, preferences, restrictions and qualifications consistent with law and this articles of incorporation, as may be fixed by the Board of Directors at their issuance. The Corporation may at any time issue, option for sale, and sell or dispose any part of stock or of any other securities convertible into or carrying options or warrants to purchase stock of the Corporation, whether out of the unissued authorized capital stock or future increases thereof, pursuant to a resolution of the Board of Directors to such persons and upon such terms as such the Board may deem proper, without first offering such stock or securities or any part thereof to existing stockholders. Should there be any change, modification or amendment to this articles of incorporation or to the corporate by-laws, certificate of stocks so issued to the shareholders upon full payment of their respective subscriptions prior to change, modification or amendment thereto shall and will still be in force. EIGHT: That the number of shares of the authorized capital stock stated above has been subscribed as follows: Name Nationality Number of Shares Subscribed Amount Subscribed Amount Paid Symon Angelo C. Albino Filipino 840,000 P8,400,000.00 P2,100,000.00 Ethan John D. Veloso Filipino 200,000 2,000,000.00 500,000.00 Steven V. Dominic Filipino 35,000 350,000.00 87,500.00 Joseph C. Bago Filipino 35,000 350,000.00 87,500.00 Michael A. Velasco Filipino 35,000 350,000.00 87,500.00 Henry M. Son Filipino 35,000 350,000.00 87,500.00 Articles of Incorporation of Lux Hotels and Resorts Inc. Page 3 of 7 Elijahm C. Mahilum Filipino 35,000 350,000.00 87,500.00 Troy John M. Mansueto Filipino 35,000 350,000.00 87,500.00 Total 1,250,000 P12,500,000.00 P3,125,000.00 NINTH: That Mr. Henry M. Son has been elected by the subscribers as Treasurer of the said Corporation to act as such until after the successor is duly elected and qualified in accordance with the by-laws, that as Treasurer, authority has been given to receive in the name and for the benefit of the corporation, all subscriptions, contributions or donations paid or given by the subscribers or members, who certifies the information set forth in the eighth clause above, and that the paid-up portion of the subscription in cash and/or property for the benefit and credit of the corporation has been duly received. TENTH: That this articles of incorporation may be amended or modified from time to time by a majority vote of the Board of Directors and the vote or written assent of the stockholders representing at least two-thirds (2/3) of the outstanding capital stock. ELEVENTH: That any controversy or claim arising out of or relating to this article of incorporation or by-laws and the breach thereof shall be settled by arbitration administered by the Philippine Dispute Resolution Center Inc. (PDRCI) under its Commercial Arbitration Rules and it shall be binding upon the corporation, its directors, shareholders, officers, and executive managers and the number of arbitrators shall be three (3), the place of arbitration shall be within Bacolod City, and judgement on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof, however, disputes involving criminal offenses and interests of third parties shall be nonarbitrable. TWELFTH: That the rules and regulations governing the accreditation of hotels and resorts pursuant to the provisions of Executive Order No. 120 in relation to Republic Act. 7160, otherwise known as the Local Government Code of 1991 on the devolution of Department of Tourism’s regulatory function over tourist establishments had been strictly followed by the above-named corporation and any change, modification, or amendment of this articles of incorporation shall not change its compliance set forth in the foregoing provisions, unless otherwise, such rules and regulations be changed, modified, or amended by the government itself, in such case, the corporation shall be in obligation to comply with the new provisions newly imposed. Articles of Incorporation of Lux Hotels and Resorts Inc. Page 4 of 7 IN WITNESS WHEREOF, we have set our hands, this 22nd day of December 2020 at Bacolod City, Negros Occidental, Philippines. SYMON ANGELO C. ALBINO TIN - 142-442-243 STEVEN B. DOMINIC TIN - 134-432-234 HENRY M. SON TIN - 113-321-123 ELIJAHM C. MAHILUM TIN - 123-321-231 ETHAN JOHN D. VELOSO TIN - 123-123-321 SIGNED IN THE PRESENCE OF: EFFIE A. CRUZ Articles of Incorporation of Lux Hotels and Resorts Inc. GESSIE C. UY Page 5 of 7 ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) BACOLOD CITY, NEGROS OCCIDENTAL ) S.S. On the 22nd day of December 2020 before me, a Notary Public and in Bacolod City, Negros Occidental, Philippines personally appeared: Name C.T.C. No Place Issued Ethan John D. Veloso No. 11471800 Apr.13, 2020; Bacolod City Steven B. Dominic No. 11470394 Apr.13, 2020; Bacolod City Henry M. Son No. 11479637 Jan.10, 2020; Bacolod City Elijahm C. Mahilum No. 11474273 Jan.19, 2020; Bacolod City Symon Angelo C. Albino No. 11471727 Feb.24, 2020; Bacolod City All known to me and known to me 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. ATTY. JUAN DELA CRUZ Notary Public Valid Until December 31, 2020 PTR. No.213123 IBP No. 3212321 Roll of Attorney No.10035 TIN 193-313-938 Bacolod City Doc. No.: 302; Page No.: 62; Book No.: III; Series of 2020. Articles of Incorporation of Lux Hotels and Resorts Inc. Page 6 of 7