ARTICLES OF INCORPORATION

OF

TESCOPHILS INCORPORATED

KNOW ALL MEN BY THESE PRESENTS

That we, all of legal age, citizens and residents of the Republic of the Philippines, have this
day voluntarily associated ourselves together for the purpose of forming a corporation under the
laws of the Philippines

AND WE HEREBY CERTIFY :

FIRST : That the name of the said corporation shall be:

TESCOPHILS INCORPORATED
SECOND : That the purposes for which said corporation is formed are:
A. To engage in business of electronic board repair, electronic test equipments and its various
auxiliary spare parts and all kinds of products relating to and in particular to the electronics and
semiconductors companies.
B. To provide technical services to various semiconductor companies.

THIRD: That the place where the principal office of the corporation is to be established at :
UNIT 24 PASEO DE CARMONA,
BARANGAY MADUYA,
CARMONA, CAVITE 4116
FOURTH: That the term of for which the corporation is to exists 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

Jose A. Domingo

Filipino

B7 L11 San Rafael Estates 3, Brgy San Antonio Heights,

Sto. Tomas, Batangas

Vladimar M. Oco

Filipino

148 Christmas Circle GSIS Village, San Pedro Laguna

Junrey L. Lustiva

Filipino

B19 L4 P1 St. Joseph 6, Butong, Cabuyao, Laguna

Jocelyn V. Domingo

Filipino

B3 L8 Dna. Justina St. Filinvest South Homes, Tubigan

Binan, Laguna

Lerma I. Lustiva

Filipino

B19 L4 P1 St. Joseph 6, Butong, Cabuyao, Laguna

SIXTH: That the number of directors of the corporation is five (2) who are also the incorporators.
SEVENTH: That the authorized capital stock of the corporation is Five hundred Thousand
(500,000) pesos in lawful money of the Philippines, divided into 500,000 shares with a par value
of 1.00 pesos per share.
EIGHT: That the subscribers to the capital stock an the amount paid-in to their subscription are as
follows:
Name

Nationality

No. Of shares
subscribed

Amount
subscribed

Jose A. Domingo

Filipino

255,000

51%

Vladimar M. Oco

Filipino

50,000

10%

Junrey L. Lustiva

Filipino

50,000

10%

Jocelyn V. Domingo

Filipino

120,000

24%

Lerma I. Lustiva

Filipino

25,000

5%

Amount Paid

NINTH: That 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, Jocelyn V. Domingo 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 ad 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 set our hands this _________________ at _____________.

Jose Arenas Domingo

TIN 136 684 378 000

Junrey Lawagon Lustiva

TIN 239-862-222-000

Vladimar Manago Oco

TIN
224-778-301-00

Jocelyn Villamor Domingo

TIN 905-130-093-000

Lerma Ilao Lustiva

TIN 266-849-110
WITNESSESS:

____________________

____________________

ACKNOWLEDGEMENT

Republic of the Philippines}

Province of ____________ }

Municipality of _________} S.S

BEFORE ME, a Notary Public in and for _________ Philippines this _________ day of
__________ personally appeared.

NAME

COMMUNITY
TAX
CERTIFICATE NUMBER

DATE& PLACE ISSUED

Jose A. Domingo
Vladimar M. Oco
Junrey L. Lustiva
Jocelyn V. Domingo
Lerma I. Lustiva

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 place first above written.

Doc. No. ________

Page No. ________
Book No. ________
Series of _________
TREASURERS AFFIDAVIT

Republic of the Philippines}

Province of ____________ }
Municipality of _________} S.S

I, Jocelyn V. Domingo, 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 if te
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 authorized 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 TESCOPHILS INCORPORATED 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 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 capital is not deposited or withdrawn prior to the approval of the articles of
incorporation, I, on behalf of the above named corporation, waived our right to a notice and
hearing in the revocation of our Certificate of Incorporation.

____________________
Treasurer
SUBSCRIBED AND SWORN to before me, this _________________ in Binan, City with affiant
exhibiting her CTC No. issued at ___________on ____________

Doc. No.
Page No.
Book No.
Series 2014

____________
____________
____________
____________
BY-LAWS OF

TESCOPHILS INCORPORATED

ARTICLE 1

OFFICES
The registered office of the corporation shall be the same as listed on the Articles of Incorporation
and such place may be fixed from time to time by the Board of Directors.
ARTICLE 2
SHAREHOLDERS MEETINGS
2.1 MEETING PLACE - All meetings of the shareholders shall be held in the registered office of
the corporation or in such place as shall be determined by the Board of Directors, and the place
shall be stated in the notice of the meeting.
2.2 ANNUAL MEETING TIME: The annual meeting of the shareholders shall be held anytime in
March of each year.
2.3 CONDUCT OF MEETING: Stockholders meeting shall be presided over by the President
while the Secretary shall act as Secretary of every meetings..
ARTICLE 3
BOARD OF DIRECTORS
3.1 The business and affairs of the Corporation shall be managed by its Board of Directors
3.2 Each Director shall receive a reasonable compensation for his attendance. The Board shall
receive and allocate an amount of not more than 10% of the net income before income tax of the
corporation during the preceding year.
ARTICLE 4
OFFICERS
4.1 The officers of the Corporation shall be President, Secretary and Treasurer each of whom
shall be elected by the Board of Directors.
4.2 TERM OF OFFICE - The officers of the Corporation shall be elected annually by the Board
of Directors during its annual meeting.
4.3 The principal executive officer of the Corporation shall be the President who will supervise
and control the the business and affairs of the Corporation. He will preside on all meetings. He
will sign, with the Secretary certificates of shares of the Corporation, any deeds, mortgages,
bonds, agreements and contracts.
4.4 The Secretary shall have the following duties; record the minutes of the meeting, to keep
record books showing details required by law, including ledgers and transfer books showing all
shares of the corporation. To keep the corporate seal. To certify corporate acts, countersign
corporate documents or certificates and make reports as may be required by law.

4.3 The Treasurer shall have the following duties; to keep full and accurate accounts of receipts
and disbursements in the books of corporations. To have custody of all corporate funds, securities
and bonds.To deposit in the name and to the credit of the corporation. To prepare financial
reports.
4.4 The term of office of all officers shall be one (2) years and until their successors are duly
elected.
4.6 The officers shall receive a salary as may be determined by the Board of Directors.
ARTICLE 5
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section 1. Subscriptions - Subscribers to the capital stock of the corporation shall pay the value of
the stock in accordance with the terms and conditions prescribed by he Board of Directors.
Unpaid subscriptions shall not earn interest unless determined by the Board of Directors.
Section 2. Certificate - The stockholder shall be entitled to one or more certificates for fully paid
stock subscription in his name in the books of the corporation. The certificates shall contain the
matters required by law and the Articles of Incorporation. They shall be in such form and design
as may be determined by the Board of Directors and numbered consecutively. The certificate shall
be signed by the President, countersigned by the Secretary , and sealed with the corporate seal.
Section 3. - Transfer of Stocks - Subject to the restrictions, terms and conditions contained in the
Articles of Incorporation, shares may be transferred, sold, assigned or pledged by delivery of the
certificates duly endorsed by the stockholder, his attorney-in-fact, or other legally authorized
person. The transfer shall be valid and binding on the corporation only upon record thereof in the
books of the corporation. The Secretary shall cancel the stock certificates and issue new
certificates to the transferee.
No share of stock against which the corporation holds unpaid claim shall be transferable in the
books of the corporation.
All certificates surrendered for transfer shall be stamped CANCELLED on the face thereof,
together with the date of cancellation, and attache to the corresponding stub with the certificate
book.
Section 4. Lost Certificates - In case any stock certificates is lost, stolen or destroyed, a new
certificate may be issued in lieu thereof in accordance with the procedure prescribed under
Section 73 o the Corporation Code.

ARTICLE 6
INDEMNITY
The Corporation shall indemnify its directors, officers and employees as follows:

A. Every director, officer ,or employee ,of the Corporation shall be indemnified by the
Corporation against all expenses and liabilities, including counsel fees to which he maybe a party
or become involved, by reason of his being or having been a company officer, employee or agent
during the performance of his duties.
ARTICLE 7
CHECK DEPOSITS CONTRACTS AND LOANS
7.1 All checks, drafts and other order of payment of money or other form of indebtedness issued
in the name oft the Corporation signed be signed by the President and Treasurer.
7.2 The President is authorize to enter into any contract, execute and deliver any instrument in the
name of and on behalf of the corporation.
7.3 No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness
shall be issued in the name of the corporation.

ARTICE 8
AUDIT OF BOOKS , FISCAL YEAR AND DIVIDENDS
8.1 The fiscal year of the Corporation shall begin on the first day of January ad end on the last
day of December of each year.
8.2 Dividends shall be declared and paid out of the unrestricted retained earnings which shall be
payable in cash or stock to all stockholders on the basis of outstanding stock held by them.
8.3 At the regular stockholders meeting the external auditor of the corporation for the ensuing
year shall be appointed, The external auditor shall examine, verify and report on the earnings and
expenses of the corporation.

ARTICLE 9
CORPORATE SEAL
9.1 The Board of Directors may adopt a corporate seal, circular inform and shall have inscribed
thereon the name of the Corporation. No seal shall be necessary to make any contract or
undertaking valid.
ARTICLE 10
AMENDMENTS

10.1 These By-laws may be altered, amended or repealed and new By-laws may be adopted by
the Board of Directors during the corporations regular meeting.

IN WITNESS WHEREOF, we the undersigned stockholders have adopted the foregoing by-laws
and hereunto affixed our signatures this _______ day of ________ at _________.

____________________
JD

__________________
JL

____________________
VO

__________________
JV

____________________
LL