ARTICLES OF INCORPORATION

OF

CAR PARAMOUNT CORPORATION

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, all of legal age and 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 HEREBYCERTIFY:

FIRST. The name of said corporation shall be CAR PARAMOUNT

CORPORATION, hereinafter called the “Corporation”

SECOND. The purpose for which this Corporation is formed is:

PRIMARY PURPOSE

To own, lease, operate or manage one or more hotels, inns or resorts,

all adjuncts and accessories thereto, and any and all other business as may be
necessary or desirable in connection therewith; to maintain any and all
services and facilities incident to the foregoing, including but not limited to
the operation and maintenance of restaurants, bars, cafes, barbershops, gift,
souvenir and curio shops, boutiques, beauty shops, gyms, golf courses, tennis
and pelota courts, swimming pools, other sports and recreational facilities,
automobiles, buses, motorboats and other vehicles of all kinds; to provide
other tourist-oriented services and to do and perform any and all things for the
pleasure, comfort, convenience and amusement of guests in said hotels, inns or
resorts.
AND IN FURTHERANCE OF THE PURPOSE AFORESAID, the Corporation shall
have the following incidental powers:

(a) operate in, among other areas, the mechanical, electrical, electro mechanical,
thermo mechanical, electronic, nuclear, chemical, mining, steel and metallurgical
industries, as well as in telecommunications, civil, industrial and agricultural
engineering, publishing, information services, tourism and other service industries;
(b) acquire shareholdings and interests in companies and enterprises of any kind or
form and purchase, sell or place shares, debentures, bonds, promissory notes or
other securities or evidence of indebtedness;
(c) provide financing to companies and entities it wholly or partially owns and carry
on the technical, commercial, financial and administrative coordination of their
activities;
(d) provide or arrange for the provision (including through partially owned entities)
of financing for distributors, dealers, retail customers, vendors and other business
partners and carry on the technical, commercial, financial and administrative
coordination of their activities;
(e) purchase or otherwise acquire, on its own behalf or on behalf of companies and
entities it wholly or partially owns, the ownership or right of use of intangible assets
providing them for use by those companies and entities;
(f) promote and ensure the performance of research and development activities, as
well as the use and exploitation of the results thereof;
(g) undertake, on its own behalf or on behalf of companies and entities it wholly or
partially owns, any investment, real estate, financial, commercial, or partnership
transaction whatsoever, including the assumption of loans and financing in general
and the granting to third parties of endorsements, surety ships and other
guarantees, including real security; and
(h) undertake and perform any management or support services or any other
activity ancillary, preparatory or complementary to any of the above.

THIRD. That the place where the principal office of the corporation is to be
established is at: 1st Floor, Patricio-Florentino Building, No. 0508 Destined St., Brgy.
48A Cabungaan Laoag City, Ilocos Norte 2900, Philippines
FOURTH. That 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 of the

Corporation are as follows:
Name Nationality Residence

JOHANNA F. PATRICIO Filipino Brgy. 50 Buttong, Laoag City, I.N

MARLON P. CALIVOSO FILIPINO Brgy. Balaoi Pagudpud, I.N

ASHBURNE BUENO Filipino Brgy. 49 Raraburan, Laoag City, I.N

LAARNI MAY
Filipino Brgy. Buyon, Bacarra IN
RAMORAN

CHRISTEL JANELA
Filipino Brgy. Balatong, Laoag City, IN
BAPTISTA

CHARRISE SOPHIA
Filipino Brgy. Gapu, Laoag City, IN
RAQUINO

VIVIAN CASIL Filipino Brgy. 2 San Roque, Paoay, IN

SIXTH. That the number of directors of the corporation shall be five (8), and that the
names, nationalities and residences of the first directors who are to serve until their
successors are elected and qualified as provided by the by-laws are as follows.
Name Nationality Residence

JOHANNA F. PATRICIO Filipino Brgy. 50. Buttong, Laoag City I.N

MARLON CALIVOSO Filipino Brgy. Balaoi, Pagudpud, I.N

ASHBURNE BUENO Filipino Brgy. 49 Raraburan, I.N

LAARNI MAY
Filipino Brgy. Buyon, Bacarra IN
RAMORAN

CHRISTEL JANELA
Filipino Brgy. Balatong, Laoag City, IN
BAPTISTA

CHARRISE SOPHIA
Filipino Brgy. Gapu, Laoag City, IN
RAQUINO

VIVIAN CASIL Filipino Brgy. 2 San Roque Paoay , IN

SEVENTH. That the authorized capital stock of the corporation is FIVE MILLION
PESOS (P5,000,000.00), in lawful money of the Philippines, divided into one million
(P5,000,00.00) shares of the par value of one peso (P 1.00) per share.

A. Shares of stock of the Corporation shall be subscribed, issued and

transferred, and the rights in respect thereof shall be exercised, subject to the
following conditions and restrictions.

1. Ownership by Nationality – That no transfer of shares of stock or interest

which will reduce the ownership of Filipino citizens to less than the
required percentage of the capital stock shall be allowed or permitted to be
recorded in the proper books, and this restriction shall be printed or
indicated on all the stock certificates to be issued by the Corporation.
2. Certain Preferential Rights to Stockholders – Each stockholder shall have the
following preferential rights in respect of (i) all issues of shares of stock of
the Corporation, (ii) any sale, transfer or assignment of shares of stock of
the Corporation by any stockholder, and (iii) any foreclosure sale or sales
after attachment or execution of judgment involving shares of stock of the
Corporation, set forth below;

(a) Preemptive Right – Each stockholder shall be entitled at all times to

preemptive rights in respect of all issues of the capital stock of the
Corporation, whether such issues are to be made out of present authorized
capital stock or out of a proposed increase of authorized capital stock or from
treasury.

(b) Right of First Refusal – In the event any stockholder, including pledges and
holders of any interest in such stock, (hereinafter referred to as the
“Offeror”) desires to transfer or sell any such stock to third parties,
(hereinafter referred to as the “Offered Stock”), the Offeror shall give a right
of first refusal to the Corporation and to all the other stockholders of record
thereof to acquire or purchase the Offered Stock in accordance with the
procedure set forth below.
The Offeror shall transmit to the Secretary of the Corporation by
personal delivery or registered mail a written offer to transfer or sell the
Offered Stock specifying therein the number of shares to be transferred or
sold, the consideration or price per share, and the terms and conditions of
transfer or sale. Within forty-eight (48) hours after receipt of such notice, the
Secretary shall transmit by personal delivery or, in the case of stockholders
residing outside the Philippines, by the most expeditious available mail or
messenger service, a copy of such offer to each stockholder of record at his
address on the books of the Corporation and, at the appropriate time, shall
notify each such stockholder of the expiry date of the Corporation’s Option
Period and of the Stockholders’ Option Period (as these terms are defined
below).
The Corporation shall then have the first option to purchase all (but not
a portion only) of the Offered Stock under the terms of the Offeror’s written
offer. If the Corporation declines of fails to accept or does not purchase all
the Offered Stock within thirty (30) days (the “Corporation’s Option
Period”) from the date of receipt by the Secretary of the written offer of the
Oferror, the Corporation shall be deemed to have refused the same and to
have waived its option to acquire the Offered Stock.
Each stockholder of record of the Corporation shall be entitled, up to
the limit allowed by applicable provision of Philippine law or regulation, to
purchase such proportion of the Offered Stock as the number of shares of
stock which he holds bears to the total number of outstanding stock
(excluding the Offered Stock) of the Corporation, and may, in addition, offer
to purchase any portion of the Offered Stock not taken up by any stockholder
pursuant to the option herein given (the “Unsubscribed Shares”). If the total
number of shares which the other stockholders wish to acquire exceeds the
actual number of Unsubscribed Shares available to be purchased, each such
stockholder offering to purchase Unsubscribed Shares shall be entitled to
purchase such proportion of the actual number of Unsubscribed Shares as the
number of shares of stock which he holds prior to the exercise of his of his
option bears to the actual number of Unsubscribed Shares available to be
purchased. The stockholders’ right of first refusal and right to purchase
additional Unsubscribed Shares provided herein shall be effective for a
period of thirty (30) days (the “Stockholders’ Option Period”) from the date
the Corporation declines the offer, or, from the expiration of the
Corporation’s Option Period, whichever is earlier, as such date is notified to
each stockholder by the Secretary of the Corporation as provided in the
second paragraph of this subparagraph A.2 (b) above, or, in the case of a
stockholder requiring prior governmental or regulatory approval in
connection with the exercise of such rights, such longer period as may be
necessary to obtain such approval.
Any shares of Offered Stock not acquired by the Corporation or the
other stockholders of record within the applicable Option Period may be
transferred or sold by the Offeror to any person at not less than the price and
on the same terms and conditions as those contained in the Offeror’s original
written Offer. If the Offeror shall then be unable to sell any shares of the
Offered Stock at the price and on the terms and conditions specified in the
original offer, and if he should desire to sell at a lower price or under
amended terms and conditions, the Offeror shall re-offer such shares first, to
the Corporation and second, to the other stockholders of the Corporation, in
the manner above prescribed, at such lower price or under such amended
terms and conditions, and any shares not purchased pursuant to such re-offer
within thirty (30) days from the date of receipt by the Corporation, through
the Secretary Corporation, of the notice of re-offer or, in the case of any
stockholder requiring prior governmental or regulatory approval in
connection with the exercise of such right, within such longer period as may
be necessary to obtain such approval, may be sold within one (1) year from
the date of such re-offer at such lower price and upon such altered terms and
conditions.
The provisions of this subparagraph A.2 (b) shall not apply to the
transfer, after the expiry of the redemption period provided in the succeeding
subparagraph A.2 (c) of shares of stock to any pledgee or other holder of a
security interest or to a judgment creditor who has purchased the same at a
foreclosure sale or sale after attachment or an execution of judgment.

(c) Right of Redemption – In cases of foreclosure sales or sales after attachment

or an execution of judgment, involving shares of stock of the Corporation,
each stockholder of record shall have the right to redeem said shares at bid
price or book value at the time of redemption, whichever is lower, within one
hundred twenty (120) days from and after the time a transfer consequent
upon such a sale is presented to the Corporation for registration on its Stock
and Transfer Book. Each stockholder shall be entitled, up to the limit
allowed by applicable provisions of Philippine law or regulation, to redeem
such proportion of said shares as the number of shares of stock which he
holds bears to the total number of outstanding stock, excluding the shares
available for redemption, of the Corporation, and may, in addition, offer to
redeem any other shares not taken up by any stockholder pursuant to the
right of redemption herein given. If the total number of shares which the
stockholders wish to redeem exceeds the actual number of shares available
for redemption, each stockholder offering to so redeem shall be entitled to
redeem such proportion of the actual number of shares available for
redemption which the number of shares of stock he holds prior to the
exercise of his right of redemption bears to the total number of shares
available for redemption.
The foregoing conditions, limitations and restrictions shall be printed
on all certificates of stock of the Corporation and no such stock may be
issued or transferred on the books of the Corporation except in accordance
with the terms and provisions thereof, and no liability for damages of any
kind shall attach to the Corporation, its Board of Directors or officers by the
refusal to register on the books of the Corporation any issuance, sale or
transfer of stock made in contravention with such terms and conditions.

B. Shareholders’ Vote Requirements

Unless the law shall provide for a higher vote, the affirmative vote of
the holders of three-fourths (3/4) of the issued and outstanding capital stock
of the Corporation shall be necessary for each of the following corporate
actions:

1. Any Material or entry into a new type of business substantially

and materially different from that which the Corporation is presently
engaged in;
2. The sale, assignment, transfer, conveyance or other disposition of,
and the mortgage, pledge, or other hyphenation of, any asset of the
Corporation having an aggregate book or market value, whichever is
the greater, in excess of Twenty Million Pesos ( P 20,000,000 ) and
any such transaction or series of transactions which results in
exceeding the foregoing limit;
3. The incurring of any long term debt, and for purposes hereof the
term “long term debt”
shall mean any financial obligation exceeding one year;
4. Entering into or being a party to any merger or consolidation, or
acquiring a firm or assets of another firm where the amount involved is
in excess of Five Million Pesos ( P 5,000,000.00) and any such
transaction which results in exceeding the foregoing limit;
5. Purchasing outstanding shares (i.e., treasury stock) of the
Corporation;
6. Sale of the Corporation’s assets or disposition of the Corporation’s
properties in the event of liquidation of the Corporation;
7. Amendment of the Corporation’s Articles of Incorporation
8. Amendment of the Corporation’s By-laws;
9. Change in the number of the Corporation’s directors;
10. Removal of any of the Corporation’s directors;
11. Fixing the compensation of the Corporation’s directors;
12. Declaration of stock dividends;
13. Entering into major contracts where the amount involved is in
excess of Ten Million Pesos ( P 10,000,000.00 ); and
14. Voluntary extra-judicial dissolution of the Corporation.

C. Directors’ Vote Requirements

Unless the law shall provide a higher number of votes, four (7)
directors (out of a total number of five (8) directors) shall constitute a
quorum for the transaction of business at any meeting of directors. In (i) the
instances and transactions mentioned in the immediately preceding
paragraph B, (ii) any declaration of cash dividends and (iii) the issuance of
shares out of the Corporation’s authorized but unis-sued capital stock, no
corporate act shall be deemed to have been validly taken by the Corporation
without the affirmative vote of at least four (4) directors (out of a total
number of five (5) directors) in addition to any other applicable requirement
of law.

That, as such Treasurer, she has been authorized to receive for and in the
name and for the benefit of the Corporation all subscriptions paid by the
subscribers.

IN WITNESS WHEREOF, the parties hereto have signed these presents this 15th
day of March 2024 at Laoag City, 2900, Philippines.

SIGNED JOHANNA F. PATRICIO LAARNI MAY RAMORAN IN

THE
PRESENCE MARLON CALIVOSO ASHBURNE BUENO OF:

CHRISTEL JANELA CHARRISE SOPHIA _____

_____ BAPTISTA RAQUINIO _____
_____ ___
VIVIAN CASIL

_______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

LAOAG CITY, ILOCOS NORTE ) SS
BEFORE ME, a Notary Public in and for Pila, Laguna, Philippines, personally
appeared on this 15 day of March, 2024 the following persons:

Name Res. Cert. No. Place/Date Issued

Johanna F. Patricio
Marlon Calivoso
Ashburne Bueno
Laarni May Ramoran
Christel Janela Baptista
Charrise Sophia Raquinio
Vivian Casil

all known to me and to me known to be the same person who executed the foregoing
instrument and she acknowledged to me that the same is her free and voluntary act
and deed.

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

notarial seal this ____________ day of _________ at Laoag City.

Doc. No.________;
Page No.________;
Book No._______;
Series of 2024
TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

LAOAG CITY, ILOCOS NORTE ) SS

I, JOHANNA F. PATRICIO, of legal age, single, Filipino citizen and a

resident of Brgy. 8, Laoag City, Ilocos Norte, Philippines, under oath state that:

That on the __ day of ___, 2024, she was duly elected by the subscribers
named in the foregoing Articles of Incorporation as Treasurer of the Corporation to
act as such until her successor has been duly elected and qualified in accordance with
the By-laws of the Corporation, and that as such Treasurer she has been duly elected
and qualified in accordance with the By-laws of the Corporation, and that as such
Treasurer she has been authorized by the subscribers to receive for the Corporation all
subscriptions paid in by the subscribers for the capital stock; that out of One Million
Pesos (1,000,000) shares of stock with an aggregate par value of ONE MILLION
Pesos (P 1,000,000.00),

Philippine currency, Two Hundred Fifty Thousand shares (250,000) worth

P 250,000.00 have actually been subscribed; that out of the said subscription Sixty
Two Thousand Five Hundred Pesos ( P 62,500.00 ) has been actually paid and
transferred to his in trust and received by his in cash for the benefit and to the credit
of the corporation; and that at least twenty five per centum (25%) of the entire number
of authorized shares of capital stock has been subscribed and that at least twenty five
per centum (25%) of said subscription has been actually paid to him for the benefit
and to the credit of the corporation.

Johanna F. Patricio
Treasurer
SUBSCRIBED AND SWORN to before me this ___ day of ____, 2024 at
Laoag City, Philippines, affiant exhibiting to me her __________________________
issued at Laoag City on ________________.

Doc. No. _____

Page No. _____
Book No.______
Series of 2024

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:

Amount
Name Citizenship Subscribed Amount Paid
Subscribed

VIVIAN G. CASIL Filipino 998,000 P99,800,000.00P24,950,000.00

LAARNI MAY
Filipino 998,000 99,800,000.00 24,950,000.00
RAMORAN

CHRISTEL JANELA
Cayman 498,000 49,800,000.00 12,450,000.00
BAPTISTA

CHARRISE SOPHIA
Filipino 2,000 200,000.00 50,000.00
RAQUINO

JOHANNA PATRICIO Filipino 2,000 200,000.00 50,000.00

MARLON CALIVOSO Filipino 2,000 200,000.00 50,000.00

TOTAL 2,500,000 250,000,000.00 62,500,000.00

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 stock certificates issued by the
corporation.

In connection with the corporation's initial listing by way of introduction on

the Philippine Stock Exchange ("PSE") of the corporation's 490.196,200 common
shares (the "Subject Shares"), the corporation . shall comply with the following lock-
up requirements prescribed by the rules and regulations of the PSE, subject to any
waiver or exemption that may be granted by the PSE in respect of such lock-up
requirements.

(a) The corporation shall cause its existing stockholders who own an
equivalent of at least ten percent (10%) of the issued and outstanding shares of stock
of the corporation refrain from selling, assigning or in any manner disposing of their
shares for a period of!

i. one hundred eighty (180)days after the listing of the Subject Shares if
the corporation the track record requirements in Article III Part D Section1 of
the PSE Revised Listing Rules; or
ii. three hundred sixty-five(365)days after listing of the Subject Shares if
the corporation is exempt from the track record and operating history
requirements of the PSE Revised Listing Rules.

(b) If there is any issuance or transfer of shares (i.e., private placements,

asset for shares swap or a similar transaction) or instruments which lead to issuance of
shares (i.e., convertible bonds, warrants or a similar instrument) done and fully paid
for within one hundred eighty (180)days prior to the listing date, and the transaction
price is lower than the listing price, all shares availed of shall be subject to a lock-up
period of at least three hundred sixty five (365) days from full payment of the
aforesaid shares. (As amended by the Board of Directors and the Stockholders at their
respective meetings both held on 17 October 2023)

TENTH. That MARLON CALIVOSO 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, he 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 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, the parties hereto have signed these presents this 15th
day of March 2024 at Laoag City, 2900, Philippines.

VIVIAN G. CASIL LAARNI MAY RAMORAN

CHRISTEL JANELA CHARRISE SOPHIA

BAPTISTA RAQUINIO

JOHANNA PATRICIO