COVER SHEET

COMPANY REGISTRATION AND MONITORING DEPARTMENT

Nature of Application SEC Registration Number

REGISTRATION

Company Name

S E A M A R K I N C .

Principal Office ( No./Street/Barangay/City/Town)Province)

D O O R 1 , O H G E O R G E B L D G .

M A T E O R O A D ,

G E N E R A L S A N T O S C I T Y
ZIP CODE

P H I L I P P I N E S 9 5 0 0
COMPANY INFORMATION
Company's Email Address Company's Telephone Number/s Mobile Number

[email protected] +63 83 855 4895

CONTACT PERSON INFORMATION
The designated person MUST be a Director/Trustee/Partner/Officer/Resident Agent of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number

BJ D. AMAHAN [email protected] +63 83 855 4895 +63 919 881 2084

Contact Person's Address

To be accomplished by CRMD Personnel

Date Signature
Assigned Processor :

Document I.D.

Received by Corporate Filing and Records Division (CFRD)

Forwarded to:
Corporate and Partnership Registration Division
Green Lane Unit
Financial Analysis and Audit Division
Licensing Unit
 Articles of Incorporation

Of

SEAMARK, INC.
(Name of the 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 non-stock
corporation under the laws of the Republic of the Philippines;

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

“SEAMARK, INC.”

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

PRIMARY PURPOSE

To engage in, conduct and carry on the business of the sale, lease, manufacture
and repair of Global Positioning Satellite (GPS) devices, receivers, transmitters, trackers
and transponders, and carry on a general mercantile business of products, trading,
purchasing, selling, dealing in, storing and exporting of GPS devices, receivers,
transmitters, trackers and transponders or other remote monitoring providing satellite
tracking services, and the development, sale, lease, operation of tracking and monitoring
systems and related software.

SECONDARY PURPOSE

1. To acquire or manufacture Global Positioning System (GPS) devices,

receivers, transmitters, trackers, and transponders, and all kinds of equipment
needed to produce GPS products;
2. To acquire machinery, equipment, materials and chemicals needed as maybe
required in its operations;
3. To render services through software-as-a-service.
4. To provide technical assistance to the consumers of products.

Provided that the corporation shall not solicit, accept or take

investments/placements from the public neither shall it issue investment contracts.

THIRD: That the principal office of the corporation is located in Door 1, Oh

George Building, Mateo Road, General Santos City, Philippines;

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:
 - 2 -

NAME NATIONALITY RESIDENCE

Anya Mynorka J. Ileto Filipino General Santos City

Alexander J. Narvaez Filipino General Santos City

BJ D. Amahan Filipino General Santos City

Jemuel E. Carlos Filipino General Santos City

Ryan Omar V. Reyes Filipino General Santos City

Carlo Rafael A. Torres Filipino General Santos City

SIXTH: That the number of directors of the corporation shall be SIX (6); and the
names, nationalities and residences of the first trustees of the corporation are as follows:

NAME NATIONALITY RESIDENCE

Anya Mynorka J. Ileto Filipino General Santos City

Alexander J. Narvaez Filipino General Santos City

BJ D. Amahan Filipino General Santos City

Jemuel E. Carlos Filipino General Santos City

Ryan Omar V. Reyes Filipino General Santos City

Carlo Rafael A. Torres Filipino General Santos City

SEVENTH: That the capital stock of the corporations is TWENTY THOUSAND

PESOS ONLY (₱20,000.00), in lawful money of the Philippines, divided into ONE
HUNDRED (100) shares having a par value of TWO HUNDRED PESOS (₱200.00) per
share.

EIGHTH: That at least TWENTY FIVE (25%) percent of the authorized capital
stock above has been subscribed as follows:
 - 3 -

NO. OF
NAME OF SHARES AMOUNT OF
SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIPTION

Anya Mynorka J. Ileto Filipino 17 ₱3,400.00

Alexander J. Narvaez Filipino 17 ₱3,400.00

BJ D. Amahan Filipino 17 ₱3,400.00

Jemuel E. Carlos Filipino 17 ₱3,400.00

Ryan Omar V. Reyes Filipino 16 ₱3,200.00

Carlo Rafael A. Torres Filipino 16 ₱3,200.00

TOTAL 100 ₱20,000.00

NINTH: That the above-named persons have paid at least TWENTY FIVE (25%)
percent of the total subscription as follows:

AMOUNT TOTAL PAID-

NAME SUBSCRIBED UP

Anya Mynorka J. Ileto ₱3,400.00 ₱850.00

Alexander J. Narvaez ₱3,400.00 ₱850.00

BJ D. Amahan ₱3,400.00 ₱850.00

Jemuel E. Carlos ₱3,400.00 ₱850.00

Ryan Omar V. Reyes ₱3,200.00 ₱800.00

Carlo Rafael A. Torres ₱3,200.00 ₱800.00

TOTAL ₱20,000.00 ₱5,000.00

TENTH: That ALEXANDER J. NARVAEZ has been elected by the subscribers

as Treasurer of the Corporation to act as such until his 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 or donations paid or given by the subscribers.
 - 4 -

ELEVENTH: That no transfer of stock or interest which will 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.

TWELFTH: That the incorporators and directors undertake to change the name of
the corporation as herein provided, or as amended thereafter, 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 as misleading, deceptive, confusingly similar to a
registered name or contrary to public morals, good custom or public policy.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 11th day of March 2022 in General Santos City, Philippines.

ANYA MYNORKA J. ILETO ALEXANDER J. NARVAEZ

TIN-417-341-141 TIN-412-233-121

BJ D.AMAHAN JEMUEL E. CARLOS

TIN-421-554-201 TIN-433-400-122

RYAN OMAR V. REYES CARLO RAFAEL A.

TIN-418-169-012 TORRES
TIN-422-233-142
 - 5 -

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

GENERAL SANTOS CITY ) S.S.

BEFORE ME, a Notary Public, for and in General Santos City,

Philippines, this 11th day of March, 2022, personally appeared to me the following
persons:

Taxpayer’s
Name Identification Issued

Anya Mynorka J. Ileto TIN-417-341-141 12/03/12 Davao

Alexander J. Narvaez TIN-412-233-121 12/03/12 Davao
BJ D. Amahan TIN-421-554-201 12/03/12 GSC
Jemuel E. Carlos TIN-433-400-122 12/03/12 Cebu
Ryan Omar V. Reyes TIN-418-169-012 12/03/12 GSC
Carlo Rafael A. Torres TIN-422-233-142 12/03/12 Cebu

who have satisfactorily proven to me their identities through their above listed
identification, that they are the same persons who executed and voluntarily signed the
foregoing instrument consisting of FIVE (5) pages, including this page where the
acknowledgement is written, which they acknowledged before me as their free and
voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place above

mentioned.

Doc. No. ________;

Page No. ________;
Book No. _______ ;
Series of 20 ______.
 - 6 -

By-Laws of
SEAMARK MOTORS, INC.
(Effective as of 11 March 2022)

ARTICLE I
CORPORATE OFFICES
Section 1. REGISTERED OFFICE.
The principal office of the corporation is located in Door 1, Oh George
Building, Mateo Road, General Santos City, Philippines.
Section 2. OTHER OFFICES.
The corporation may have such other branch offices, either within the Philippines,
as the Board of Directors may designate or as the business of the Corporation may, from
time to time, require.

ARTICLE II
STOCK
Section 1. SUBSCRIPTIONS.
Subscribers of the capital stock of the corporation shall pay to the Corporation 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. STOCK CERTIFICATES.
Each stock holder shall be entitled to one or more certificates for such 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 certificates, which must be issued in consecutive order, shall bear the
signature of the President, countersigned by the Secretary or in the absence of such
Secretary, any Director or Stockholder authorized by the corporation to countersign the
same.
Section 3. TRANSFER OF SHARES.
Subject to the provisions of the law, and the terms and conditions contained in the
Articles of Incorporation, shares may be transferred, sold, ceded, or pledged by delivery of
the certificates duly indorsed by the stockholder, his attorney-in-fact, or other legally
authorized person.
The corporation shall consider the person in whose name the certificate was issued
as the owner thereof until said transfer has been recorded in the books of Corporation
showing the names of the parties to the transaction, the date of the transfer and number of
certificate or certificates and the number of shares transferred. Said certificate or
certificates in the name of the transferee before the transfer will be recorded in the books
of the corporation.
 - 7 -

No shares against which the Corporation holds any unpaid claim shall be
transferable in the books of the Corporation.
Section 4. CANCELLATION OF STOCK CERTIFICATES AND ISSUANCE OF
NEW ONES.
Every certificate surrendered for exchange or transfer shall be cancelled by marking
“CANCELLED” on the face thereof and affixed to the original stub. No new certificates
shall be issued unless and until the old certificates have been surrendered to and cancelled
by the Corporation or their loss is satisfactorily proven.
Section 5. LOST, STOLEN OR DESTROYED CERTIFICATES.
Lost, stolen, or destroyed certificates may be replaced in the manner provided for
in Section 72 of the Revised Corporation Code of the Philippines and/or other pertinent
laws at the time of the replacement.
Section 6. CLOSING OF TRANSFER BOOKS.
The stock and transfer book shall be closed for at least Twenty (20) days for regular
meetings and Seven (7) days for special meetings before the scheduled date of the meeting.

ARTICLE III
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS.
Meetings of stockholders shall be held in any place within the Philippines as
designated by the Board. The Board may, in its sole discretion, determine that a meeting
of stockholders shall not be held at any place, but may instead be held solely by means of
online communication via zoom or any related online platforms. In the absence of any such
designation or determination, stockholders’ meetings shall be held at the corporation’s
principal office.
Section 2. ANNUAL MEETING.
The annual meeting of stockholders shall be held each year on a date and at a time
designated by the Board. At the annual meeting, directors shall be elected and any other
proper business may be transacted.
Section 3. SPECIAL MEETING.
Unless otherwise required by law, special meetings of the stockholders may be
called at any time, for any purpose or purposes, only by (i) the Board, (ii) the Chairman of
the Board, (iii) the chief executive officer of the corporation, or (iv) holders of more than
twenty percent (20%) of the total voting power of the outstanding shares of capital stock
of the corporation then entitled to vote.
If any person(s) other than the Board calls a special meeting, the request shall:
(i) be in writing;
(ii) Specify the general nature of the business proposed to be transacted; and
(iii) Be delivered personally or sent by registered mail or electronic mail (email) to
the secretary of the corporation.
 - 8 -

Upon receipt of such a request, the Board shall determine the date, time and place
of such special meeting, which must be scheduled to be held on a date that is within thirty
(30) days of receipt by the secretary of the request therefor, and the secretary of the
corporation shall prepare a proper notice thereof. No business may be transacted at such
special meeting other than the business specified in the notice to stockholders of such
meeting.
Section 4. NOTICE OF STOCKHOLDERS’ MEETINGS.
Written notice of all meetings shall be prepared by the Secretary and sent by
personal service or mailed to all stockholders of record entitled to vote and at the address
registered in the books of the corporation or through electronic mail or such other manner
as the Securities and Exchange Commission (SEC) may allow under its guidelines at least
Twenty-One (21) days prior to the regular or One (1) week prior to the date set for a special
meeting.
Notices for a special meeting shall state the object of objects thereof.
The requirements for notice of the meeting shall be deemed waived if the
stockholder, in person, or by proxy, shall be present thereat except if the presence of the
stockholder is solely for the purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened. Notice of any annual or special
meeting of the stockholders may be waived in writing by all the stockholders entitled to
vote thereat.
Section 5. QUORUM.
Unless otherwise prescribed by law, a quorum at any meeting of the stockholders
shall be the majority of the amount of the subscribed capital stock issued and outstanding
entitled to vote, represented in person or by proxy. A majority of such quorum shall decide
any question that may come before the meeting, except for matters which the law requires
the affirmative vote of a greater proportion. If no quorum is present, the meeting shall be
adjourned until the requisite number of stockholders are present.
Attendance, participation, and voting by online communication or in absentia shall
be allowed in determining of a quorum.
Section 6. PROXIES.
Any stockholder entitled to vote at a stockholders’ meeting may do so either in
person or by proxy appointed in an instrument in writing, signed by such stockholder of by
his duly authorized representatives, in accordance with the existing laws, rules and
regulations of SEC.
Duly accomplished proxies must be presented to and received by the Secretary for
inspection and recording at any time set for meeting.
Unless otherwise provided in the proxy, it shall be valid for the meeting at which it
has been presented to the Secretary. However, the proxy may only be valid for no longer
than one (1) year. The proxy may be revoked in writing or suspended for any meeting
wherein the stockholder appears in person.

Section 7. MANNER OF VOTING.

 - 9 -

Every stockholder entitled to vote may vote at all meetings of the stockholders the
number of shares registered in their name on the books of the corporation at the time of the
closing of the stock and transfer books for each meeting.
Section 8. ELECTION OF DIRECTORS.
Each stockholder entitled to vote shall have the right to vote, in person or by proxy,
the number of shares in the stockholder’s name recorded in the Corporation’s stock and
transfer book at the time of its closing, for as many persons as there are directors to be
elected or he may cumulate said shares and give one candidates as many votes as the
number of directors to be elected multiplied by the number of the shares as he shall see fit:
Provided, that the total number of votes cast by him shall not exceed the number of shares
owned by him as shown in the books of the corporation multiplied by the whole number
of directors to be elected: Provided, however, that no delinquent stock shall be voted.
Section 9. CONDUCT OF MEETINGS.
Meetings of the stockholder shall be presided by the Chairman or in his absence,
the President, or in his absence, a member of the Board of Directors elected as the chairman
of the meeting by a majority of the Board of Directors present at said meeting of the
stockholders.
Section 10. MINUTES.
The Secretary shall keep a faithful record of the proceedings at all stockholders’
meetings, and in his absence, the chairman of the meeting shall appoint the secretary of the
meeting. The minutes shall be signed by the secretary of the meeting with the approval of
the chairman of the meeting.

ARTICLE IV
DIRECTORS
Section 1. POWERS.
Subject to the provisions of the law, and any limitations in the Certificate, the
business conducted and all the property of the corporation shall be manage and all
corporate powers shall be exercised by or under the direction of the Board of Directors.
Section 2. NUMBER OF DIRECTORS.
The authorized number of directors shall be determined from time to time by
resolution of the Board, provided the Board shall consist of at least six (6) members. No
reduction of the authorized number of directors shall have the effect of removing any
director before that director’s term of office expires.
Section 3. ELECTION, QUALIFICATION AND TERM OF OFFICE OF
DIRECTORS.
Directors shall be elected at each annual meeting of stockholders to hold office until
the next annual meeting. Directors must be stockholders. The Certificate or these by-laws
may prescribe other qualifications for directors. Each director, including a director elected
to fill a vacancy, shall hold office until such director’s successor is elected and qualified or
until such director’s earlier death, resignation or removal.
All elections of directors shall be by written ballot, unless otherwise provided in
the Certificate. If authorized by the Board, such requirement of a written ballot shall be
 - 10 -

satisfied by a ballot submitted by electronic transmission, provided that any such electronic
transmission must be either set forth or be submitted with information from which it can
be determined that the electronic transmission was authorized.
Section 4. RESIGNATION AND VACANCIES.
Any director may resign at any time upon written notice or by electronic
transmission to the chairman of the Board, with a copy to the secretary of the corporation.
The resignation shall take effect as of the date of its acceptance by the Board of
Directors.
Section 5. FEES AND COMPENSATION OF DIRECTORS.
Unless otherwise restricted by the Certificate or these by-laws, the Board shall have
the authority to fix the compensation of directors.
Section 6. REMOVAL OF DIRECTORS.
Any director or the entire Board may be removed from office at any time, with valid
or just and/or legal cause, by the affirmative vote of the holders of at least a majority of the
voting power of the issued and outstanding shares of capital stock of the corporation then
entitled to vote in the election of directors.
Section 7. ORGANIZATION MEETINGS.
The board of directors shall meet for the purpose of organization and for election
of the Corporation immediately after their election, of which no notice shall be required.
Section 8. REGULAR AND SPECIAL MEETINGS.
Unless otherwise determined by the Board of Directors, the Board shall meet every
first Monday of each month.
Special meetings of the board of directors may be called by the President or by any
member of the Board of Directors.
Section 9. NOTICE OF MEETINGS.
Notice of any regular or special meeting of the Board of Directors stating the date,
time, and place of the meeting shall be given by the Secretary to each director at least two
(2) days before the day of the meeting by personal delivery, emailed, or any other means
as prescribed by SEC or by law.
Section 10. CONDUCT OF MEETINGS.
Meetings of Directors shall be presided by the Chairman or in his absence, the
President, or in his absence, any member of the Board of Directors elected as the chairman
of the meeting by a majority of the Board of Directors present at said meeting of the
stockholders.
Section 11. QUORUM.
Except as otherwise required by law or the Certificate, at all meetings of the Board,
a majority of the authorized number of directors shall constitute a quorum for the
transaction of business. The vote of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the Board, except as may be otherwise
specifically provided by statute, the Certificate or these by-laws.
Section 12. WAIVER OF NOTICE.
 - 11 -

Whenever notice is required to be given under any provisions of the law, the
Certificate or these by-laws, a written waiver thereof, signed by the person entitled to
notice, or a waiver by electronic transmission by the person entitled to notice, whether
before or after the time stated therein, shall be deemed equivalent to notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting solely for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the directors, or members of a committee of directors, need be specified
in any written waiver of notice or any waiver by electronic transmission unless so required
by the Certificate or these by-laws.
Section 13. BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise restricted by the Certificate or these by-laws, any action required
or permitted to be taken at any meeting of the Board, or of any committee thereof, may be
taken without a meeting if all members of the Board, consent thereto in writing or by
electronic transmission and the writing or writings or electronic transmission or
transmissions are filed with the minutes of proceedings of the Board or committee. Such
filing shall be in paper form if the minutes are maintained in paper form and shall be in
electronic form if the minutes are maintained in electronic for
Section 14. ADJOURNED MEETING; NOTICE.
If a quorum is not present at any meeting of the Board, then a majority of the
directors present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present.
Section 15. MINUTES.
The Secretary shall keep a faithful record of the proceedings at all Directors’
meetings, and in his absence, the chairman of the meeting shall appoint the secretary of the
meeting. The minutes shall be signed by the secretary of the meeting with the approval of
the chairman of the meeting.

ARTICLE V
OFFICERS
Section 1. OFFICERS.
The officers of the corporation shall be a President, a Secretary and a Treasurer.
The corporation may also have, at the discretion of the Board, a chairman of the Board,
and any such other officers as may be appointed in accordance with the provisions of these
by-laws.
Any number of offices may be held by the same person, provided, however, that,
except as provided in Section 5.6 below, the chairman of the Board shall not hold any other
office of the corporation.
Section 2. APPOINTMENT OF OFFICERS.
The Board shall appoint the officers of the corporation, subject to the rights, if any,
of an officer under any contract of employment. Each officer shall hold office until his or
 - 12 -

her successor is elected and qualified or until his or her earlier resignation or removal. A
failure to elect officers shall not dissolve or otherwise affect the corporation.
Section 3. SUBORDINATE OFFICERS.
The Board may appoint such other officers and agents as the business of the
corporation may require. Each of such officers and agents shall hold office for such period,
have such authority, and perform such duties as are provided in these by-laws or as the
Board may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS.
Any officer may be removed, either with or without cause, by an affirmative vote
of the majority of the Board at any regular or special meeting of the Board or, except in the
case of an officer appointed by the Board, by any officer upon whom such power of
removal has been conferred by the Board.
Any officer may resign at any time by giving written notice to the corporation. Any
resignation shall take effect at the date of the receipt of that notice or at any later time
specified in that notice. Unless otherwise specified in the notice of resignation, the
acceptance of the resignation shall not be necessary to make it effective. Any resignation
is without prejudice to the rights, if any, of the corporation under any contract to which the
officer is a party.
Section 5. VACANCIES IN OFFICES.
Any vacancy occurring in any office of the corporation shall be filled by the Board
or as provided in Section 5.2.
Section 6. CHAIRMAN OF THE BOARD.
The chairman of the Board shall be a member of the Board and, if present, preside
at meetings of the Board and exercise and perform such other powers and duties as may
from time to time be assigned to him or her by the Board or as may be prescribed by these
by-laws.
The chairman shall be an Outside Director (as defined in the Certificate) and shall
not hold any other office of the corporation unless the appointment of the chairman is
approved by two-thirds of the members of the Board then in office, provided, however,
that if there is no chief executive officer or president of the corporation as a result of the
death, resignation or removal of such officer, then the chairman of the Board may also
serve in an interim capacity as the chief executive officer of the corporation until the Board
shall appoint a new chief executive officer and, while serving in such interim capacity,
shall have the powers and duties prescribed in Section 5.7 of these by-laws.
Section 7. PRESIDENT.
Subject to the control of the Board and any supervisory powers the Board may give
to the chairman of the Board, any president or presidents of the corporation shall have
general supervision, direction, and control of the business and affairs of the corporation
and shall see that all orders and resolutions of the Board are carried into effect. The
president shall also perform all duties incidental to this office that may be required by law
and all such other duties as are properly required of this office by the Board of Directors.
The president shall serve as chairman of and preside at all meetings of the stockholders. In
the absence of the chairman of the Board, the president shall preside at all meetings of the
Board.
 - 13 -

A president shall have such other powers and perform such other duties as from
time to time may be prescribed for him or her by the Board, these by-laws, the chief
executive officer, or the chairman of the Board.
Section 8. VICE PRESIDENTS.
In the absence or disability of the president, the vice president, if any, in order of
their rank as fixed by the Board or, if not ranked, a vice president designated by the Board,
shall perform all the duties of a president. When acting as a president, the appropriate vice
president shall have all the powers of, and be subject to all the restrictions upon, that
president. The vice president shall have such other powers and perform such other duties
as from time to time may be prescribed for them respectively by the Board, these by-laws,
the chairman of the Board, the chief executive officer or, in the absence of a chief executive
officer, any president.
Section 9. SECRETARY.
The secretary shall keep or cause to be kept, at the principal executive office of the
corporation or such other place as the Board may direct, a book of minutes of all meetings
and actions of directors, committees of directors, and stockholders. The minutes shall
show:
(i) the time and place of each meeting;
(ii) whether regular or special (and, if special, how authorized and the notice
given);
(iii) the names of those present at directors’ meetings or committee meetings;
(iv) the number of shares present or represented at stockholders’ meetings; and
(v) the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office of the
corporation or at the office of the corporation’s transfer agent or registrar, as determined
by resolution of the Board, a share register, or a duplicate share register showing:
(i) the names of all stockholders and their addresses;
(ii) the number and classes of shares held by each;
(iii) the number and date of certificates evidencing such shares; and
(iv) the number and date of cancellation of every certificate surrendered for
cancellation.
The secretary shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board required to be given by law or by these by-laws. The
secretary shall keep the seal of the corporation, if one be adopted, in safe custody and shall
have such other powers and perform such other duties as may be prescribed by the Board
or by these by-laws.
Section 10. TREASURER.
The treasurer shall keep and maintain, or cause to be kept and maintained, adequate
and correct books and records of accounts of the properties and business transactions of
the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains,
losses, capital, retained earnings and shares. The books of account shall at all reasonable
times be open to inspection by any director.
 - 14 -

The treasurer shall deposit all moneys and other valuables in the name and to the
credit of the corporation with such depositories as the Board may designate. The treasurer
shall disburse the funds of the corporation as may be ordered by the Board, shall render to
the chief executive officer or, in the absence of a chief executive officer, any president and
the directors, whenever they request it, an account of all his or her transactions as treasurer
and of the financial condition of the corporation, and shall have other powers and perform
such other duties as may be prescribed by the Board or these by-laws.
Section 11. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairman of the Board, the president, the treasurer, or the secretary of this
corporation, or any other person authorized by the Board, is authorized to vote, represent,
and exercise on behalf of this corporation all rights incident to any and all shares or other
equity interests of any other corporation or entity standing in the name of this corporation.
The authority granted herein may be exercised either by such person directly or by any
other person authorized to do so by proxy or power of attorney duly executed by such
person having the authority.
Section 12. AUTHORITY AND DUTIES OF OFFICERS.
In addition to the foregoing authority and duties, all officers of the corporation shall
respectively have such authority and perform such duties in the management of the
business of the corporation as may be designated from time to time by the Board.

ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. SEAL.
The Corporate Seal shall be determined by the Board of Directors.
Section 2. AMENDMENTS.
The by-laws of the corporation may be adopted, amended or repealed by a majority
of the voting power of the stockholders entitled to vote; provided, however, that the
corporation may, in its Certificate, also confer the power to adopt, amend or repeal by-laws
upon the Board. The fact that such power has been so conferred upon the Board shall not
divest the stockholders of the power, nor limit their power to adopt, amend or repeal by-
laws.
 - 15 -

CERTIFICATE OF ADOPTION

The foregoing By-Laws were adopted by the vote of the stockholders owning or
representing majority of the outstanding capital stock of the Corporation at the meeting of
the stockholders held on 11th day of March 2022 at General Santos City, Philippines.

IN WITNESS WHEREOF, we the the undersigned incorporators present at said

meeting and voting thereat in favor of the adoption of said By-Laws, have hereunto
subscribed our names unto these By-Laws which are certified to by the Corporate
Secretary.

ANYA MYNORKA J. ILETO ALEXANDER J. NARVAEZ

BJ D. AMAHAN JEMUEL E. CARLOS

RYAN OMAR V. REYES CARLO RAFAEL A. TORRES

 TREASURER'S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES )

GENERAL SANTOS CITY ) S.S.

I, ALEXANDER J. NARVAEZ 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 of the corporation, and that as such Treasurer, I hereby
certify under oath that at least TWENTY FIVE (25%) percent of the authorized capital
stock of the corporation has been subscribed and at least TWENTY FIVE (25%) percent
of the subscription has been paid, and received by me in cash for the benefit and credit of
the corporation.

This is also to authorize the Securities and Exchange Commission to examine and
verify the deposit in the amount of FIVE THOUSAND PESOS (₱5,000.00), Philippine
Currency, at the Metropolitan Bank & Trust Company, with its office at Santiago
Boulevard, General Santos City, Philippines, representing the paid-up capital of the said
corporation which is in the process of incorporation in my name as treasurer in trust for
SEAMARK, INC. 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.

IN WITNESS WHEREOF, I have hereunto affixed my signature this 11th day of

March 2022 at General Santos City, Philippines.

ALEXANDER J. NARVAEZ
Treasurer/Affiant

SUBSCRIBED AND SWORN to before me in General Santos City, Philippines

this 11th day of March, by the abovenamed affiant, who has satisfactorily proven to me
his identity through his Professional Identification Card 1556168 with expiry date 15 July
2024, to be the same person who presented and personally signed before me this
Treasurer’s Affidavit and attested that the contents thereof are true and correct; and that
he voluntarily executed the same.

Doc. No. ________;

Page No. ________;
Book No. _______ ;
Series of 20 ______.