CORPORATE SECRETARY CERTIFICATE

I, (NAME OF CORPORATE SECRETATY), Filipino, of legal

age, being the duly elected and qualified Corporate Secretary
of (NAME OF COMPANY), with principal office address at
(ADDRESS OF COMPANY). And that the following is a true
copy of a Resolution unanimously adopted by the Board of
Directors of said corporation at a special meeting held on
December 20, 2014 at which a quorum was present, to-wit:

BE IT HEREBY RESOLVED THAT the Board of

Directors unanimously approved that the
accumulated retained earnings of the corporation be
used for (REASON OF APPROPRIATION OF
RETAINED EARNINGS) in the amount of (AMOUNT
OF RETAINED EARNINGS TO BE APPROPRIATED).

And, I further certify that the foregoing Resolution is still

in full force and effect; that the same has not been rescinded,
nor has been amended or modified in any way.

IN WITNESS WHEREOF, I have hereto affixed my

signature on this _______ of _______ at _________ City,
Philippines.

NAME OF CORP. SEC.

CORPORATE SECRETARY

REPUBLIC OF THE PHILIPPINES )

CITY OF _______________________. ) S.S.

SUBSCRIBED AND SWORN TO BEFORE ME, this _______ day of

__________________ ,personally appeared and showed
his___________________________.

NOTARY PUBLIC

Doc No._____
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Book No.____
Series of 2017