ARTICLES OF INCORPORATION

OF
SABIFOODS, INC.

KNOW ALL MEN BY THESE PRESENTS:

WE, all of whom are of legal age, all residents and citizens of the Philippines, and
have this day, voluntarily associated ourselves for the purpose of forming a corporation
under the laws of the Republic of the Philippines;

AND WE HEREBY CERTIFY:

FIRST: That the name of said corporation shall be:

SABIFOODS, INC.

SECOND: That the purpose/s for which such corporation is incorporated

is/are:
PRIMARY PURPOSES

1. To engage in the manufacture, production, processing, packing,

preserving, distribution, and marketing, at wholesale and retail any and all
goods, commodities, wares and merchandise of every nature and
description, including but not limited to, all kinds of foods and food-related
products such as:

a. Agro-industrial products of all kinds and livestock such as

chickens, pigs, ducks, hogs, cattle and other livestock, livestock
feeds, corn products, rice, vegetable oils, and veterinary
compounds and;

b. Consumer food products such as variety of snack foods, instant

noodles and canned goods;

2. To acquire by purchase, manufacture or otherwise, all machinery,

devices, boxes, packages, wrappings, materials, supplies and other articles
necessary for the use in carrying on the business mentioned;

3. To purchase, build, lease, construct or otherwise acquire land,

buildings, factories, warehouses, plants and offices as may be necessary or
useful to carry out the objects and purposes of the corporation;
4. To buy, lease, acquire, own, hold, sell, let or otherwise dispose of
property of all kinds, both real and personal that may be necessary for the,
incidental or convenient to the carrying on of the business of this
corporation;

5. To apply for, obtain, register, purchase, lease or otherwise acquire,

and, to the extent authorized by law, to hold, use, own, operate, develop,
introduce, sell, assign and otherwise dispose of and traffic in any
trademarks, tradenames, distinctive marks, patents, inventions,
improvements and processes, used in connection with or secured under
letters patent of the Philippines or elsewhere or otherwise, and to use,
exercise, grant licenses in respect of, and otherwise turn to account, any
patents, inventions, processes and the like, or any such property or rights;

6. To do and perform any and all things reasonably and usually

appurtenant and relative to the foregoing purposes, necessary, or proper for
the carrying out of the foregoing objects and exercise and enjoy all the
powers, authorities and privileges granted and conceded by the laws of the
Philippines to corporations organized under and in accordance with said
laws, and in particular, unto corporations of like nature and kind.

SECONDARY PURPOSES

1. To conduct, operate and maintain the business of distributing,

selling, buying, or otherwise dealing in meat, animal, dairy and poultry
productions, produced or resulting in whole or in part from slaughtered
chicken, cattle, hogs, sheep and other kinds of livestock or poultry, as well
as in other food products or preparations of all kinds and descriptions,
including seafoods, vegetable and fruits and their by-products, and in
connection therewith to acquire, operate and maintain factories, packing
houses, refrigeration and cold storage plants with all the machinery,
equipments and facilities required for such manufacturing operations;

2. To breed, raise, buy, sell and otherwise, deal and trade in chickens,
hogs, cattle and other livestock, dairy products and other agricultural or
manufactured goods produced or resulting in whole or in part from
slaughtered agricultural livestock, to compound, manufacture or produce
the same and to store or keep the same and in connection therewith to
purchase, acquire, maintain and manage poultry farms, grazing and pasture
lands for the raising of all kinds of livestock and fowls;

3. To acquire, hold, sell, exchange and invest in stocks, bonds or

securities of any public or private corporation, person, firm, association or
other organization, entitled in the same manner and to the same extent as a
juridical person might, could or would do and while the owner of such
stocks or interest therein, or other obligations or evidence of indebtedness,
 to exercise all the rights, powers and privileges of ownership, including the
right to vote thereon, or consent in respect thereof, for any and all purposes
to the extent permitted by law. In no case shall corporation engage in
business as broker or dealer in securities;

4. To invest and deal with the moneys and properties of the company
in such manner as may from time to time be considered wise and expedient
for the advancement of its interest, and to sell, dispose of or transfer the
business, goodwill, properties, and undertakings of the company or any part
thereof for such consideration and under such terms as the company shall
see fit to accept;

5. To engage in the business of general merchandising, trading, or

dealing in all kinds of goods and articles of commerce, products of
agriculture, and industries, and in the manufacture of any and all materials,
substance, commodities and their by­ products, and generally to engage in
and carry on any mercantile or commercial business and industries at
wholesale and retail including importation and exportation, as are not
contrary to law;

6. To purchase, hire, construct, operate and maintain means of

conveyance for the transportation of any and all kinds of materials and
products to and from vessels or ships, ports or terminals, warehouses,
buildings, and/or factories, by land and water;

7. Generally, to do and perform all acts and things properly and

reasonably necessary in carrying all purposes and objects of the
corporation.

THIRD: That the principal office of the corporation shall be located at Road 14,
Narcisa Subdivision Brgy. Rizal, Calbayog City, Samar but the corporation may establish
factories and branch offices elsewhere as the exigencies of the business may command.

FOURTH: That the term for which said corporation is to exist is 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 Residence

1. Hassan Abdel Hamid Filipino Fulgencio Subdivision, Calbayog

Hassan Sabi City, Samar

2. Thaair Abdelhameed Filipino Fulgencio Subdivision, Calbayog

Hassan Sabi City, Samar
3. Rasha Abdel Hamid Filipino Fulgencio Subdivision, Calbayog
Hassan Sabi City, Samar
4. Ibrahim Abdelhamid Filipino Fulgencio Subdivision, Calbayog
Sabi City, Samar
5. Latifeh Abdel Hamid Filipino Fulgencio Subdivision, Calbayog
Hassan Sabi City, Samar
6. Qais Abdelhameed Filipino Gateway Garden Heights,
Perito Sabi Mandaluyong City
7. Aquilina Perito Sabi Filipino Fulgencio Subdivision, Calbayog
City, Samar

SIXTH: That the number of Directors of the corporation shall be SEVEN (7); and
the names, nationalities and residences of the first Directors of the corporation are as
follows:

Name Nationality Residence

1. Hassan Abdel Hamid Filipino Fulgencio Subdivision, Calbayog

Hassan Sabi City, Samar
2. Thaair Abdelhameed Filipino Fulgencio Subdivision, Calbayog
Hassan Sabi City, Samar
3. Rasha Abdel Hamid Filipino Fulgencio Subdivision, Calbayog
Hassan Sabi City, Samar
4. Ibrahim Abdelhamid Filipino Fulgencio Subdivision, Calbayog
Sabi City, Samar
5. Latifeh Abdel Hamid Filipino Fulgencio Subdivision, Calbayog
Hassan Sabi City, Samar
6. Qais Abdelhameed Filipino Gateway Garden Heights,
Perito Sabi Mandaluyong City
7. Aquilina Perito Sabi Filipino Fulgencio Subdivision, Calbayog
City, Samar
 SEVENTH: That the capital stock of the said corporation is THREE MILLION
PESOS (P 3,000,000.00) Philippine Currency, and said capital stock is divided into
Thirty Thousand (30,000) shares with a par value of One hundred pesos (P 100.00) each.

EIGHTH: That the amount of capital stock which has actually been subscribed is
ONE MILLION FOUR HUNDRED THOUSAND PESOS (P 1,400,000.00) and the
following persons have subscribed for the number of shares and amount of capital stock
set out after their respective names:

Name No. of Shares Amount of Capital

Subscribed Stock Subscribed
1. Hassan Abdel Hamid Hassan Sabi 3,150 P 315,000.00
2. Aquilina Perito Sabi 2,100 210,000.00
3. Thaair Abdelhameed Hassan Sabi 1,750 175,000.00
4. Rasha Abdel Hamid Hassan Sabi 1,750 175,000.00
5. Ibrahim Abdelhamid Sabi 1,750 175,000.00
6. Latifeh Abdel Hamid Hassan Sabi 1,750 175,000.00
7. Qais Abdelhameed Perito Sabi 1,750 175,000.00
14,000 P 1,400,000.00

NINTH: That the following persons have paid on the shares of the capital stock
for which they have subscribed the amount set out after their respective names, to wit:

Name Amount Paid on

Subscription

1. Hassan Abdel Hamid Hassan Sabi P 78,750.00

2. Aquilina Perito Sabi 52,500.00

3. Thaair Abdelhameed Hassan Sabi 43,750.00

4. Rasha Abdel Hamid Hassan Sabi 43,750.00

5. Ibrahim Abdelhamid Sabi 43,750.00

6. Latifeh Abdel Hamid Hassan Sabi 43,750.00

7. Qais Abdelhameed Perito Sabi 43,750.00

P 350,000.00
 TENTH: That Aquilina Perito Sabi has been elected by the members as
Treasurer of the corporation to act as such until his/her successor is duly elected and
qualified in accordance with the by-laws, and that as such Treasurer, he/she has been
authorized to receive for and in the name and for the benefit of the corporation, all
subscriptions paid in by said subscribers.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this day of 20 , in the City/Municipality of
, Province of , Republic of the Philippines.

HASSAN ABDEL HAMID THAAIR ABDELHAMEED

HASSAN SABI HASSAN SABI
TIN: TIN:

RASHA ABDEL HAMID IBRAHIM ABDELHAMID

HASSAN SABI SABI
TIN: TIN:

LATIFEH ABDEL HAMID QAIS ABDELHAMEED

HASSAN SABI PERITO SABI
TIN: TIN:

AQUILINA PERITO
SABI
TIN:

SIGNED IN THE PRESENCE OF:

 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES }

} S.S.

BEFORE ME, a Notary Public, for and in , Philippines,

this day of , 20 , personally appeared the
following persons:

Name TIN/ Date & Place

Passport/ID No. Issued

1. Hassan Abdel Hamid Hassan Sabi

2. Aquilina Perito Sabi

3. Thaair Abdelhameed Hassan Sabi

4. Rasha Abdel Hamid Hassan Sabi

5. Ibrahim Abdelhamid Sabi

6. Latifeh Abdel Hamid Hassan Sabi

7. Qais Abdelhameed Perito Sabi

known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation constituting of ( ) pages, including this
page where the acknowledgement is written, and they acknowledged to me that the same
is their free act and voluntary deed.

WITNESS MY HAND AND SEAL on the day first above-written.

NOTARY PUBLIC

Doc. No.
Page No.
Book No.
Series of .
 TREASURER'S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

CITY/MUNICIPALITY OF ) S.S.
PROVINCE OF )

I, AQUILINA PERITO SABI being duly sworn, depose and say:

That I have been elected by the subscribers of the corporation as Treasurer thereof, to act
us such until my successor has been duly elected and qualified in accordance with the
by-laws of the 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 / property for the
benefit and credit of the corporation.

This is also to authorize the Securities and Exchange Commission and Bangko
Sentral Ng Pilipinas to examine and verify the deposit in the
_________________________________________________ _____________________
(Name of Bank) (Branch)
in my name as treasurer in trust for ________________________________________
(Name of Corporation)
in the amount of THREE HUNDRED FIFTY THOUSAND PESOS (P350,000.00)
representing the paid -up capital of the said 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 the Certificate of Incorporation to the corporation. Should the deposit
be transferred to another bank prior to or after incorporation, this will also 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.

Treasurer

SUBSCRIBED AND SWORN to before me this in ___ day of _______ 2022 at

_______________, Philippines, affiant exhibiting to me his Community Tax Certificate
No. _____________ issued at _____________ on ________________.

Doc. No. ______;

Page No. ______;
Book No. _____;
Series of 20 ____;
 BY-LAWS
OF
SABIFOODS, INC.

ARTICLE I

SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Section 1. Subscriptions - Subscribers of the capital stock of the corporation shall pay the value
of the stock in accordance with the terms and conditions prescribed by the 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 subscriptions 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 or Assistant Secretary,
and sealed with the corporate seal.

Section 3. Transfer of Shares - 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 claims 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 attached to the corresponding stub with the certificate
book.

Secretion 4. Lost Certificates - In case any stock certificate is lost, stolen or destroyed, a new
certificate may be issued in lieu thereof in accordance with the procedures prescribed under
Section 73 of the Corporation Code.
 ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual / Regular Meetings - The annual / regular meetings of stockholders shall be
held at the principal office on any date in March of each year, if a legal holiday, then on the day
following.

Section 2. Special Meeting - The special meetings of stockholders, for any purpose or
purposes, may at any time be called by any of the following: (a) Board of Directors, at its own
instance, or at the written request of stockholders representing a majority of the outstanding
capital stock, (b) President.

Section 3. Place of Meeting - Stockholders meetings, whether regular or special, shall be held
in the principal office of the corporation or at any place designated by the Board of Directors in
the city or municipality where the principal office of the corporation is located.

Section 4. Notice of Meeting - Notices for regular or special meetings of stockholders may be
sent by the Secretary by personal delivery or by mail at least two (2) weeks prior to the date of the
meeting to each stockholder of record at his last known address. The notice shall state the place,
date and hour of the meeting, and the purpose or purposes for which the meeting is called.

When the meeting of stockholders is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. At the reconvened
meeting, any business may be transacted that might have been transacted on the original date of
the meeting.

Section 5. Quorum - Unless otherwise provided by law, in all regular or special meetings of
stockholders, a majority of the outstanding capital stock must be present or represented in order to
constitute a quorum. If no quorum is constituted, the meeting shall be adjourned until the
requisite amount of stock shall be present.

Section 6. Conduct of Meeting - Meeting of the stockholders shall be presided over by the
President, or in his absence, by a chairman to be chosen by the stockholders. The Secretary shall
act as Secretary of every meeting, but if not present, the chairman of the meeting shall appoint a
secretary of the meeting.

Section 7. Manner of Voting - At all meetings of stockholders, a stockholder may vote in

person or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the meeting
at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary
before the time set for the meeting. Proxies filed with the Secretary may be revoked by the
stockholders either in an instrument in writing duly presented and recorded with the Secretary,
prior to a scheduled meeting or by their personal presence at the meeting.
Section 8. Closing of Transfer Books or Fixing of Record Date - For the purpose of
determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or any
adjournment thereof or to receive payment of any dividend, the Board of Directors may provide
that the stock and transfer books be closed for ten (10) working days immediately preceding such
meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers of the Board - Unless otherwise provided by law, the corporate powers of
the corporation shall be exercised, all business conducted and all property of the corporation
controlled and held by the Board of Directors to be elected by and from among the stockholders.
Without prejudice to such powers as may be granted by law, the Board of Directors shall also have
the following powers:

a.) From time to time, to make and change rules and regulations not inconsistent
with these by-laws for the management of the.corporation's business and affairs;

b.) To purchase, receive, take or otherwise acquire for and in the name of the
corporation, any and all properties, rights, or privileges, including securities and
bonds of other corporations, for such consideration and upon such terms and
conditions as the Board may deem proper or convenient;

c.) To invest the funds of the corporation in other corporations or for purposes other
than those for which the corporation was organized, subject to such stockholders'
approval as may be required by law;

d.) To incur such indebtedness as the Board may deem necessary, to issue evidence
of indebtedness including without limitation, notes, deeds of trust, bonds,
debentures, or securities, subject to such stockholders approval as may be required
by law, and/or pledge, mortgage, or otherwise encumber all or part of the properties
of the corporation;

e.) To establish pension, retirement, bonus, or other types of incentives or

compensation plans for the employees, including officers and directors of the
corporation;

f.) To prosecute, maintain, defend, compromise or abandon any lawsuit in which the
corporation or its officer are either plaintiffs or defendants in connection with the
business of the corporation;
 g.) To delegate, from time to time, any of the powers of the Board which may
lawfully be delegated in the course of the current business of the corporation to any
standing or special committee or to any officer or agent and to appoint any person to
be agent of the corporation with such powers and upon such terms as may be
deemed fit;

h.) To implement these by-laws and to act on any matter not covered by these
by-laws, provided such matter does not require the approval or consent of the
stockholders under the Corporation Code.

Section 2. Election and Term - The Board of Directors shall be elected during each regular
meeting of stockholders and shall hold office for one (1) year and until their successors are elected
and qualified.

Section 3. Vacancies - Any vacancy occurring in the Board of Directors other than by removal
by the stockholders or by expiration of term, may be filled by the vote of at least a majority of the
remaining directors, if still constituting a quorum; otherwise, the vacancy must be filled by the
stockholders at a regular or at any special meeting of stockholders called for the purpose. A
director so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor
in office.

The vacancy resulting from the removal of a director by the stockholders in the manner
provided by law may be filled by election at the same meeting of stockholders without further
notice, or at any regular or at any special meeting of stockholders called for the purpose, after
giving notice as prescribed in these by-laws.

Section 4. Meetings - Regular meetings of the Board of Directors shall be held once a month on
such dates and at places as the Chairman of the Board, or upon the request of a majority of the
Directors.

Section 5. Notice - Notice of the regular or special meeting of the Board, specifying the date,
time and place of the meeting, shall be communicated by the Secretary to each director personally,
or by telephone, telegram, or by written message. A director may waive this requirement, either
expressly or impliedly.

Section 6. Quorum - A majority of the number of directors as fixed in the Articles of

Incorporation shall constitute a quorum for the transaction of corporate business and every
decision of at least a majority of the directors present at a meeting at which there is a quorum shall
be valid as. a corporate act, except for the election of officers which shall require the vote of a
majority of all the members of the Board.

Section 7. Conduct of the Meetings - Meetings of the Board of Directors shall be presided
over by the Chairman of the Board, or in his absence, by any other director chosen by the Board.
The Secretary, shall act as secretary of every. meeting, if not present, the Chairman of the
meeting, shall appoint a secretary of the meeting.
Section 8. Compensation - By- resolution of the Board, each director, shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As compensation,
the Board shall receive and allocate an amount of not more than ten percent (10%) of the net
income before income tax of the corporation during the preceding year. Such compensation shall
be determined and apportioned among the directors in such manner as the Board may deem
proper, subject to the approval of stockholders representing at least a majority of the outstanding
capital stock at a regular or special meeting of the stockholders.

ARTICLE IV

OFFICER

Section 1. Election / Appointment - Immediately after their election, the Board of Directors
shall formally organize by electing the President, the Vice-President, the Treasurer, and the
Secretary at said meeting.

The Board may, from time to time, appoint such other officers as it may determine to be
necessary or proper. Any two (2) or more compatible positions may be held concurrently by the
same person, except that no one shall act as President and Treasurer or Secretary at the same time.

Section 2. President - The President shall be the Chief Executive Officer of the corporation
and shall exercise the following functions:

a.) To preside at the meetings of the stockholders;

b.) To initiate and develop corporate objectives and policies and formulate long
range projects, plans and programs for the approval of the Board of Directors,
including those for executive training, development and compensation;

c.) To supervise and manage the business affairs of the corporation upon the
direction of the Board of Directors;.

d.) To implement the administrative and operational policies of the corporation under
his supervision and control;

e.) To appoint, remove, suspend or discipline employees of the corporation,

prescribe their duties, and determine their salaries;

f.) To oversee the preparation of the budgets and the statements of accounts of the
corporation;

g.) To represent the corporation at all functions and proceedings;

 h.) To execute on behalf of the corporation all contracts, agreements and other
instruments affecting the interests of the corporation which require the approval of
the Board of Directors.

i.) To make reports to the Board of Directors and stockholders;

j.) To sign certificates of stock;

k.) To perform such other duties as are incident to his office or are entrusted to him
by the Board of Directors.

Section 3. The Vice-President - He shall, if qualified, act as President in the absence of the
latter. He shall have such other powers and duties as may from time to time be assigned to him by
the Board of Directors or by the President.

Section 4. The Secretary - The Secretary must be a resident and a citizen of the Philippines. He
shall have the following specific powers and duties:

a.) To record the minutes and transactions of all meetings of the directors and the
stockholders and to maintain minute books of such meetings in the form and manner
required by law;

b.) To keep record books showing the details required by law with respect to the
stock certificates of the corporation, including ledgers and transfer books showing
all shares of the corporation subscribed, issued and transferred;

c.) To keep the corporate seal and affix it to all papers and documents requiring a
seal, and to attest by his signature all corporate documents requiring the same;

d.) To attend to the giving and serving of all notices of the corporation required by
law or these by-laws to be given;

e.) To certify to such corporate acts, countersign corporate documents or certificates,

and make reports or statements as may be required of him by law or by government
rules and regulations.

f.) To act as inspector at the election of directors and, as such, to determine the
number of shares of stock outstanding and entitled to vote, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect of
proxies, and to receive votes, ballots or consents, hear and determine questions in
connection with the right to vote, count and tabulate all votes, determine the result,
and do such acts as are proper to conduct the election.

g.) To perform such other duties as are incident to his office or as may be assigned to
him by the Board of Directors or the President.
Section 5. The Treasurer - The Treasurer of the corporation shall have the following duties:

a.) To keep full and accurate accounts of receipts and disbursements in the books of
the corporation;

b.) To have custody of, and be responsible for, all the funds, securities and bonds of
the corporation;

c.) To deposit in the name and to the credit of the corporation, in such bank as may
be designated from time to time by the Board of Directors, all the moneys, funds,
securities, bonds, and similar valuable effects belonging to the corporation which
may come under his control;

d.) To render an annual statements showing the financial condition of the

corporation and such other financial reports as the Board of Directors, or the
President may, from time to time require;

e.) To prepare such financial reports, statements, certifications and other

documents which may, from time to time, be required by government rules and
regulations and to submit the same to the proper government agencies;

f.) To exercise such powers and perform such duties and functions as may be
assigned to him by the President.

Section 6. Term of Office - The term of office of all officers shall be one (1) year and until
their successors are duly elected and qualified.

Section 7. Vacancies - If any position of the officers becomes vacant by reason of death,
resignation, disqualification or for any other cause, the Board of Directors, by majority vote may
elect a successor who shall hold office for the unexpired term.

Section 8. Compensation - The officers shall receive such renumeration as the Board of
Directors may determine. A director shall not be precluded from serving the corporation in any
other capacity as an officer, agent or otherwise, and receiving compensation therefor.

ARTICLE V

OFFICES

Section 1. The principal office of the corporation shall be located at the place stated in Article
III of the Articles of Incorporation. The corporation may have such other branch offices, either
within or outside the Philippines as the Board of Directors may designate.
 ARTICLE VI

AUDIT OF BOOKS, FISCAL YEAR AND DIVIDENDS

Section 1. External Auditor - 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.

Section 2. Fiscal Year - The fiscal year of the corporation shall begin on the first day of January
and end on the last day of December of each year.

Section 3. Dividends - Dividends shall' be declared and paid out of the unrestricted retained
earnings which shall be payable in cash, property, or stock to all stockholders on the basis of
outstanding stock held by them, as often and at such times as the Board of Directors may
determine and in accordance with law.

ARTICLE VII

AMENDMENTS

Section 1. These by-laws may be amended or repealed or new by-laws adopted by the
affirmative vote of at least a majority of the Board of Directors and the stockholders representing
a majority of the outstanding capital stock at any stockholders' meeting called for that purpose.
However, the power to amend, modify, repeal or adopt new by-laws may be delegated to the
Board of Directors by the affirmative vote of stockholders representing not less than two-thirds of
the outstanding capital stock; provided, however, that any such delegation of powers to the Board
of Directors to amend, repeal or adopt new by-laws may be revoked only by the vote of
stockholders representing a majority of the outstanding capital stock at a regular or special
meeting.

ARTICLE VIII

SEAL
Section 1. Forms and Inscriptions - The corporate seal shall be determined by the Board of
Directors.
 ARTICLE IX

ADOPTION CLAUSE

The foregoing by-laws were adopted by all the stockholders of the corporation on
____________________________ at the principal office of the corporation.

IN WITNESS WHEREOF, we, the undersigned stockholders present at said meeting

and voting thereat in favor of the adoption of said by-laws, have hereunto,subscribed our names
this ______ day of _______________________________ at __________________________

(Note: 1. If filed with Articles of Incorporation, these by-laws should be signed by all
incorporators;
2. If filed after incorporation, should be signed by majority of the subscribers and should
submit director's certificate for the adoption of the by-laws.)

HASSAN ABDEL HAMID THAAIR ABDELHAMEED

HASSAN SABI HASSAN SABI
TIN: TIN:

RASHA ABDEL HAMID IBRAHIM ABDELHAMID

HASSAN SABI SABI
TIN: TIN:

LATIFEH ABDEL HAMID QAIS ABDELHAMEED

HASSAN SABI PERITO SABI
TIN: TIN:

AQUILINA PERITO
SABI
TIN: