ARTICLES OF INCORPORATION
OF
ALPHA, INC.
(Name of Corporation)
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 THAT:
FIRST: The name of this corporation shall be:
ALPHA, INC.SECOND:(A.)The primary purpose of this corporation is: 1.To engage in the business of a
holding company; to buy and hold shares of other companies, whether common, preferred, treasury,
founders or other kinds of shares, either by subscribing to the unissued shares of the capital stock in
public or private offerings or by purchasing the shares of other stockholders by way of assignment in
private sale; to invest in the stock or equity of other companies; to acquire rights in the stock of other
companies by way of pledge, chattel mortgage or assignment; to sell, dispose, assign, pledge or convey
any or all of its shareholdings in other companies in favor of qualified persons by way of private sale,
assignment or other forms of private conveyance, all in accordance with the Corporation Code, the
Securities Act and other applicable laws and regulations; 2.To engage in the business of a holding
company; to buy and hold shares of other companies, whether common, preferred, treasury, founders or
other kinds of shares, either by subscribing to the unissued shares of the capital stock in public or private
offerings or by purchasing the shares of other stockholders by way of assignment in private sale; to invest
in the stock or equity of other companies; to acquire rights in the stock of other companies by way of
pledge, chattel mortgage or assignment; to sell, dispose, assign, pledge or convey any or all of its
shareholdings in other companies in favor of qualified persons by way of private sale, assignment or other
forms of private conveyance, all in accordance with the Corporation Code, the Securities Act and other
applicable laws and regulations; 3.To vote its shareholdings in other companies and exercise all the rights
of a shareholder under the Corporation Code and applicable laws; 4.To do other acts and things,
necessary, desirable or appropriate for the attainment of the foregoing purposes. (B)The secondary
purpose of the corporation is: to acquire, maintain and dispose of properties necessary to keep the
company in operation and to perform other acts and things secondary or incidental to the primary purpose
of the corporation. (C)The corporation shall have all the express powers of a corporation as provided 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 Metro, Manila, Philippines.FOURTH: The term for which the
corporation is to exist is fifty (50) years from and after the date of issuance of the certificate of
incorporation.FIFTH: The names , nationalities, and residences of the incorporators are as follows:
NameNationalityAddressLevin F. JonesU. S.254 Charlestown Suites
Amber Drive, Ortigas Center,
Pasig City, Metro ManilaSheila B. JonesFilipino254 Charlestown Suites
Amber Drive, Ortigas Center,
Pasig City, Metro ManilaClaudine FelipeFilipino515 Celeridad St.,
Pasay City, Metro ManilaVictor R. NableFilipinoBlk. 32, Lot 18,
Soldiers’ Hill Subdivision,
Muntinlupa CityWella MontinolaFilipino9671-C, Pililla St., Rizal Village
Makati City
SIXTH: That the number of directors of said corporation shall be five (5) and that the incorporators shall
constitute the first board of directors.SEVENTH: The authorized capital stock of the corporation is
PESOS: FIVE HUNDRED THOUSAND (P500,000.00) in lawful money of the Philippines, divided into
FIVE THOUSAND (5,000) SHARES, with a par value of PESOS: ONE HUNDRED (PHP 100.00) 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:
NameNationalityNo of Shares
SubscribedAmount
SubscribedAmount
PaidLevin F. JonesU. S.600P60,000.00P35,000.00Sheila B.
JonesFilipino735P7,350.00P2,000.00Claudine FelipeFilipino50P5,000.00P200.00Victor R.
NableFilipino50P5,000.00P200.00Wella MontinolaFilipino65P6,000.00P100.00Total
1,500P150,000.00P37,500.00
NINTH: No 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 corporation and this restriction shall be indicated in the
stocks certificates issued by the corporation.
Furthermore, no transfer of stock in favor of parties other than existing stockholders shall be registered in
the books of the corporation unless the same is first tendered to the corporation or other existing
stockholders under the same terms and conditions, the same offer to be effective for a period not
exceeding thirty (30) days from such tender.
TENTH : That Sheila F. Jones has been elected by the subscribers as treasurer of the corporation to act
as such until her successor is duly elected and qualified in accordance with the by-laws; and that as such
Treasurer, she has been authorized to receive, for and in the name of the corporation, all subscriptions
paid in by the subscribers.ELEVENTH: The 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 set our hand this 18th day
of November 1999 in Makati City, Metro Manila.
LEVIN F. JONES
SHEILA B. JONES
CLAUDINE FELIPE
VICTOR R. NABLE
WELLA MONTINOLA
WITNESSES:
_________________
__________________
ACKNOWLEDGMENT
Republic of the Philippines)
Makati City, Metro Manila )
BEFORE ME, a notary public for and in the City of Makati, Metro Manila, Philippines, this ___ day of
November 1999, personally appeared:
Name
CTC/Passport No.
Date
Place
all known to me to be the same persons who executed the foregoing Articles of Incorporation and they
acknowledged to me that the same is of their free and voluntary act and deed.
IN WITNESS 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 2000..