A PROPOSAL BY

AETNIX INC.

ARTICLES OF
INCORPORATION
April 24, 2023
 For Educational Purposes Only

PREPARED BY:

Lobriguito, Roy B.

Masaplod, Frinz Joseph C.

Pica, Aj S.
Nodalo, Arnold B.

Villalon, Dante J.

Villamor, Jimnel Y.
Realino, Jeyvee C.

PREPARED FOR

Atty. Jose R. Aguinalde

TABLE OF CONTENTS
Article 1 Name of Corporation... Page 3
Article 2 Statement of Purpose... Page 3
Article 3 Registered Office Address... Page 4
Article 4 Term of Existence... Page 4
Article 5 Incorporators... Page 4
Article 6 Board of Directors... Page 5
Article 7 Authorized Capital Stocks... Page 5
Article 8 Subscribed Capital Shares... Page 5
Article 9 Corporate Treasurer... Page 6
Article 10 Changes to Corporate Name... Page 7
Acknowledgement... Page 8
 ARTICLES OF INCORPORATION
OF
AETNIX INC.

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned incorporators, all of whom are of legal age and residents
of the Philippines, Filipinos, have on this day, voluntarily associated ourselves
together for the purpose of forming a stock corporation under the laws of the
Republic of the Philippines.

WE DO HEREBY CERTIFY:

Article 1

Name of Corporation

That the name of said corporation shall be Aetnix Inc.;

Article 2
Statement of Purpose

That the purposes for which such corporation is incorporated are as follows;
(1) To provide monetary compensation to the policy holders to cover the
expensive medical costs incurred for various health related expenses like serious
health disorders or illnesses, routine check-ups, diagnostic tests, physical
examinations, prescription drugs, doctor consultation and various other expenses.
(2) To offer an affordable medical insurance premium in either of our Silver,
Platinum or Gold type of plans, depending on the needs of our clients, by which will

be payable either on an upfront or installment (monthly or quarterly) basis.

(3) To undertake the acquisition or disposition of any assets or properties
necessary for business operation.
(4) To undertake, subject to such terms and conditions as the corporations
may deem fit, the management and financing of the operation of the business.
 Article 3
Registered Office Address

That the principal office of the corporation is located at No. 18 Sto. Niño St.
Población Dist. VI in the Municipality of Burauen, Province of Leyte, Philippines.

Article 4

Term of Existence

That the corporation shall have perpetual existence from the date of issuance
of the certificate of incorporation.

Article 5
Incorporators

That the names, nationalities, and residence addresses of the incorporators of

the corporation are as follows:

Name Nationality Residence

Roy B. Lobriguito Filipino No 17 Sto. Niño St Burauen, Leyte

Frinz Joseph C. Masaplod Filipino Brgy. San Jose Dulag, Leyte

Jeyvee C. Realino Filipino Dist. III Pastrana, Leyte

Aj S. Pica Filipino Brgy. San Isidro Dulag, Leyte

Arnold B. Nodalo Filipino Brgy. Ugbon Leyte, Leyte

Jimnel Y. Villamor Filipino Brgy. Matin-ao Burauen, Leyte

Dante J. Villalon Filipino Brgy. Canlinga Dagami, Leyte

 Article 6

Board of Directors

That the number of directors of the corporation shall be five (5); and the

names, nationalities, and residence addresses of the first directors of the

corporation are as follows:

Name Nationality Residence

Roy B. Lobriguito Filipino No 17 Sto. Niño St Burauen, Leyte

Frinz Joseph C. Masaplod Filipino Brgy. San Jose Dulag, Leyte

Jeyvee C. Realino Filipino Dist. III Pastrana, Leyte

Aj S. Pica Filipino Brgy. San Isidro Dulag, Leyte

Jimnel Y. Villamor Filipino Brgy. Matin-ao Burauen, Leyte

Article 7
Authorized Capital Stocks

That the authorized capital stock of the corporation is TEN MILLION PESOS
(P10,000,000.00) divided into 1,000 shares with the par value of TEN THOUSAND
PESOS (P10,000.00) per share.

Article 8
Subscribed Share Capital

That the number of shares of the authorized capital stock above-stated has
been subscribed as follows:
 No. of
Amount
Name Nationality Shares Amount Paid
Subscribed
Subscribed

Roy B. Lobriguito Filipino 50 Shares P 500,000.00 P 500,000.00

Frinz Joseph C. Masaplod Filipino 50 Shares P 500,000.00 P 400,000.00

Jeyvee C. Realino Filipino 50 Shares P 500,000.00 P 500,000.00

Aj S. Pica Filipino 50 Shares P 500,000.00 P 500,000.00

Arnold B. Nodalo Filipino 30 Shares P 300,000.00 P 150,000.00

Jimnel Y. Villamor Filipino 40 Shares P 400,000.00 P 300,000.00

Dante J. Villalon Filipino 30 Shares P 300,000.00 P 150,000.00

TOTAL 300 Shares P 3,000,000.00 P 2,500,000.00

Article 9
Corporate Treasurer

That Mr. Aj S. Pica has been elected by the subscribers as the Treasurer of the

Corporation to act as such until after the successor is duly elected and qualified in
accordance with the by-laws, that as such Treasurer, the authority have been given to
receive in the name and for the benefit of the corporation, all subscriptions,
contributions or donations paid or given by the subscribers or members, who certify
the information set forth in the seventh and eighth clause above, and that the paid-

up portion of the subscription and/or property for the benefit and credit of the
corporation has been duly received.
 Article 10

Changes to Corporate Name

That the incorporators undertake to change the name of the corporation

immediately upon receipt of notice from the Commission that another corporation,
partnership or person has acquired a prior right to the use of such name, that the

name has been declared not distinguishable from a name already registered or
reserved for the use of another corporation, or that it is contrary to law, public morals,
good customs or public policy.

Article 11

Transfer of Stocks

No transfer of stock or interest which shall reduce the ownership of Filipino

citizens to less than the required percentage of 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 stock certificates issued by the
corporation. That in addition, any stockholder or his heirs desiring to dispose of his

shares must give the first option to this corporation to purchase the same at their net
book value based upon the latest audited financial statements of this corporation. The
first option shall be valid and exclusive for a period of thirty (30) days from receipt by

the corporation of the formal written offer to sell from the shareholder. Upon the
expiration of such thirty (30) days, if the corporation has not exercised its first option
totally or partially, then the shareholder shall give the second option to fellow
shareholders at the same price and conditions as offered to the corporation. This
second option shall be valid and exclusive for a period of thirty (30) days from receipt
by fellow shareholders of the notice of the expiration of the first option together with
the formal written offer to sell from the vendor-shareholder. Should more than one
fellow shareholder desire to exercise this second option, the number of shares for sale
shall be apportioned to them in proportion to their existing shareholdings. Upon the expiration of

the second option and the second thirty-day period, if none of the shareholders have exercised

their second option totally or partially, then the vendor-shareholder shall be free to sell the shares
to third persons at a price not lower and under terms and conditions not more favorable than that
offered in the first and second options. Any sale or transfer, directly or indirectly in violation of

the above conditions and restrictions shall be null and void and shall not be registered in the
books of the corporation. Provided, however, that any transfer of shares by a shareholder to his

heir either by sale, donation, estate or intestate succession, or otherwise, shall be exempted from
the afore-mentioned restrictions. The foregoing restrictions must appear at the back of all stock

certificate of the corporation.

IN WITNESS WHEREOF, we have hereunto affixed our signatures on

these Articles of Incorporation, this 24th day of April 2024 in the Municipality of
Burauen, Province of Leyte, Republic of the Philippines.

___________________________________ _________________

___________________________________ _________________
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(Name and Signatures of the Incorporators)

___________________________________ _________________

(Name and Signature of the Treasurer)