Articles of Incorporation

of the
KARINYOSA APPAREL, INC.

KNOW ALL MEN BY THESE PRESENTS:

That we, all of whom are of legal age and residents of the Philippines, have this day voluntarily
associated ourselves for the purpose of organizing the foundation, a non-stock and non-profit corporation
under and by virtue of the laws of the Republic of the Philippines, and

WE HEREBY CERTIFY THAT:

First. The corporate name of the Foundation shall be KARINYOSA APPAREL, INC. and may be
popularly called and known as "KA-AP".

Second. The purposes and mission for which the corporation is formed are as follows:

To help develop and harness the legitimate clothing potentials, with special emphasis on providing for
both domestic and foreign travelers;

To help develop and harness opportunities for inbound and outbound trading, with special emphasis on
representing all facts, conditions and requirements truthfully and accurately;

To establish the highest ethical standards in the packaged garment industry by conducting business in a
manner befitting a true, honest and professional taylor operator and/or clothing agent; to establish and
promote a code of ethical standards and professional responsibility among its members in dealing with
one another and the general public;

To promote our motto in accord with the principles of the company by promoting, advertising and quoting
tour-related prices which are deliverable, moral, just and lawful;

To demonstrate the highest ethical and financial responsibility in the conduct of business and instill
confidence in financial stability, reliability and integrity;

To provide business opportunities and continuing professional education to its members and to the
garment/textile industry about apparels, rtws and different clothing line in an environment where
members can foster relationships with one another;

To protect the consumer against financial loss in the event of a members bankruptcy, insolvency or
fraudulent business transactions;

To adopt, promote and enhance the purposes of the national trading development program of the
government.

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 By-Laws
of the
KARINYOSA APPAREL, INC.

Article I
Name & Domicile

Section 1. Name: This organization shall be known as the KARINYOSA APPAREL, INC. It may also be
called for short as KA-AP.

Section 2. Affiliation. The company may affiliate with an existing national garment-related organization
as it may deem necessary to carry out its objectives.

Section 3. Domicile. The principal office of the company shall be located at Diversion Road, Bolbok,
Batangas City or at any other convenient location which the companym may deem appropriate in order to
serve and carry out its objectives.

Article II
Meetings

Section 1. Annual Meetings - The annual meetings of the members shall be held at the principal office
of the Foundation or at any other convenient location which the Foundation may deem appropriate in
order to serve and carry out its objectives on 2nd Thursday of November of each year. The
President shall render his annual report to the members regarding the activities of the association and
the annual election of officers or trustees shall be held on this day. The elected officers meeting shall
also be held during this regular meeting.

Section 2. Special Meetings - Special meetings of the members shall be called, as the need thereof
arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership.

Section 3. Notices - Notices of the time and place of annual, and special meetings of the members shall
be given either personally, by email or by special delivery mail, at least two (2) weeks before the date
set for such meeting. The notice of every special meeting shall state briefly the purpose or purposes of
the meeting.

Section 4. Quorum - A quorum for any meeting of the members shall consist of a majority of the
members and a majority of such quorum may decide any question at the meeting, except those matters
where the Corporation Code requires the affirmative vote of a greater proportion.

Section 5. Order of Business - The order of business at the annual meeting of the members shall be as
follows:

a. Proof of service of the required notice of the meeting.

b. Proof of the presence of a quorum.
c. Reading and approval of the minutes of the previous annual meeting
d. Unfinished business.
e. Report of the President.
f. Election of the officers or Trustees for the ensuing year.
g. Other matters.

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Section 6. Voting Proxy - Each member shall be entitled to one vote, and he may vote either in person
or by proxy which shall be in writing and filed with the Secretary of the association before the
scheduled meeting.

Article III
Declaration of Purpose

Section 1. Purposes of the Foundation. The enduring purposes for the formation of the company are:

To help develop and harness the legitimate clothing potentials, with special emphasis on providing for
both domestic and foreign travelers;

To help develop and harness opportunities for inbound and outbound trading, with special emphasis on
representing all facts, conditions and requirements truthfully and accurately;

To establish the highest ethical standards in the packaged garment industry by conducting business in a
manner befitting a true, honest and professional taylor operator and/or clothing agent; to establish and
promote a code of ethical standards and professional responsibility among its members in dealing with
one another and the general public;

To promote our motto in accord with the principles of the company by promoting, advertising and quoting
tour-related prices which are deliverable, moral, just and lawful;

To demonstrate the highest ethical and financial responsibility in the conduct of business and instill
confidence in financial stability, reliability and integrity;

To provide business opportunities and continuing professional education to its members and to the
garment/textile industry about apparels, rtws and different clothing line in an environment where
members can foster relationships with one another;

To protect the consumers against financial loss in the event of a members bankruptcy, insolvency or
fraudulent business transactions;

To adopt, promote and enhance the purposes of the national trading development program of the
government.

Article IV
Membership

Section 1. Classes of Membership: There shall be three (3) classes of membership in the Foundation:

1. Regular Members
2. Affiliate Members
3. Honorary Members

Regular Membership

Section 2. Regular Members. Any legitimate taylor and garment/textile-related entity or person engaged
in the business of clothing businesses may formally become regular members of this corporation.

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Affiliate Membership

Section 3. Affiliate Members. Any person or entity which espouses the goals and objectives of this
company, other than those specified above, may qualify as affiliate member of the company, provided that
it has paid the appropriate dues and/or assessments promulgated by the company and its name duly
recorded in the official Roster of Members. Affiliate members may not be officers or trustees of the
Foundation, and may not vote as provided hereof.

Section 4. Honorary Members. Any person or an individual that complies with the requirements of the
Board of Trustees for Honorary Membership, as from time to time in effect, and which by this reference
are incorporated herein and made part hereof, is eligible for membership and to continue its, his or her
membership, as Honorary Member of the company. Honorary members shall not pay dues, may not be
officers or trustees of the Foundation, and may not vote as provided hereof.

Section 5. Renewal of Membership. Each regular member shall be required to apply for renewal of
membership on or before January 31 of each year by filing with the Secretariat, in conjunction with the
payment of dues for renewal and a written membership renewal application, in the form to be provided by
the corporation. Failure to submit such an application for renewal including the payment of dues within
the time provided shall result in an automatic termination. Renewal of membership shall be the
responsibility of each member and shall be made even without prior notice from the KA-AP.

Section 5. Requirements for Affiliation. The requirements, rules and regulations duly promulgated by the
Board of Trustees from time to time shall be adopted by this Foundation.

Section 6. Voting and Speaking Rights. Regular members, or their authorized representatives, shall have
voting and speaking rights. Affiliate and honorary members shall have no voting rights but have speaking
rights.

Section 7. Membership Rights. Legitimate members shall have the right to use the Foundation logo and to
participate in the programs and activities of the Foundation, subject to the limitations and standards
established by the Board of Trustees, as from time to time in effect and which by this reference are
incorporated herein and made a part hereof.

Section 8. Review of Application for Membership. A persons application for membership shall begin by
submission of a duly-accomplished application form to the Secretariat. The Board shall review individual
applications for completeness and compliance with applicable requirements and standards and shall notify
the applicant of its decision.

Article V
The Board of Trustees

Section 1. Composition of the Board. There shall be the Board of Trustees of seven (7) members, directly
elected every year by the general membership in a general membership meeting duly called for this
purpose, provided that only voting members in good standing shall be entitled to vote.

Section 2. Functions of the Board. The Board of Trustees, by its lawful acts in the form of board
resolutions, adopted and passed while duly assembled, shall govern the affairs of the Foundation; it shall
promulgated policies, rules and regulations for the responsive operation of the Foundation; and shall act
on all such issues and concerns as may be properly brought to the attention of the Board.

Section 3. Officers of the Board. There shall be the Board Chairman, the Board Vice-Chairman and the

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Corporate Secretary, who shall discharge the functions, with the corresponding authorities inherent upon
their respective offices, as well as those that may be properly delegated to the Board by the general
membership. The Board Chairman may concurrently serve as President of the Foundation.

Article VI
Fiscal Matters

Section 1. Annual Dues. New members shall be assessed a one-time payment of Two Thousand Five
Hundred Pesos (P2,500.00) each upon approval of application for membership. All members of the
corporation shall pay annual dues of One Thousand Five Hundred (P1,500.00) each or in such amount as
may be deemed appropriate by the Board of Trustees from time to time. A special monthly assessment of
Two Hundred Fifty Pesos (P250) shall be collected from each member to be paid on or before each
monthly meeting.

Section 2. Power to impose Dues and Assessments. The company may impose additional dues and/or
special assessments to be collected from the members of the KA-AP, subject to the approval of the
general membership.

Section 3. Deadline for Payments. Annual dues shall be paid in full on or before January 31 of the current
year; all other dues and assessments shall be paid within the period specified in the call for such
payments. All members who fall to satisfy their financial obligations to the Foundation shall be suspended
from any participation in the Foundation activities; reinstatement may only be effected upon payment of
the obligation and upon approval by the Board of Trustees.

Section 4. Other Revenues. The KA-AP may accept donations, legacies and bequests from legitimate
sources, either in cash or in kind.

Section 5. Budget. The Executive Committee shall prepare and submit to the Board of Trustees the
proposed operating budget for the ensuing fiscal year.

Section 6. Remuneration. No officer and member of the corporation shall receive any remuneration
whatsoever for services rendered to the Foundation; provided, however, that the Executive Director, and
members of his staff, if any, shall be entitled to salaries and wages duly approved by the Board of
Trustees.

Article VII
Supremacy Clause & Waiver

No provision of these By-Laws shall be waived, suspended, superseded, or in anyway rendered

ineffective by virtue of any resolution, action, or otherwise inaction of any officer or member of the
Foundation. Violation of this provision shall render all such acts pursuant thereto null and void ab initio,
and the officers and/or member enforcing, or claiming any right or defense under the same shall be
subject to sanctions, suspension or expulsion from the Foundation. Expulsion shall require the three-
fourths vote of the members of the Board of Trustees physically present, duly assembled and in session, in
any meeting called for the purposes.

Article VIII
Amendments

Section 1. Method. Upon recommendation of the Board of Trustees, these By-Laws may be amended,
modified, altered or repealed by the majority vote of the total voting membership in good standing

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personally present in any regular or special meeting called for the purpose.

Article IX
Dissolution

In the event of the dissolution of the KA-AP, the principal assets of the corporation, after the payment of
all debts and expenses, shall be transferred to a tax-exempt organization or to the Republic of the
Philippines, as the Board of Trustees may so determine.

Article X
Effectivity and Transition

Section 1. Effectivity. These By-Laws shall take effect upon the approval the general membership.

Certification

These By-Laws including the Articles of Incorporation have been approved and adopted by the Board of
Trustees and ratified by the incorporators on April 29, 2016 duly assembled and in session at Bellevue
Hotel, Manila, Philippines. The same shall be presented to the general membership for ratification.