AMENDED ARTICLES OF INCORPORATION

Of

ZHONG HAI GROUP 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 stock
corporation under the laws of the Republic of the Philippines;

AND WE HEREBYCERTIFY:

FIRST: That the name of said corporation shall be

ZHONG HAI GROUP INC

SECOND: A. That the purpose for which such corporation is incorporated

shall be:

PRIMARY PURPOSE
To engage in and carry on a general engineering construction, contracting
and machinery and supply sales business in all its phases, including therein the
designing, constructing, enlarging, repairing, removing or otherwise engaging in
any works upon buildings, roads, highways, and industrial plants of a kinds,
bridges, piers, waterworks, railways, structures, public works and all iron, steel
work, masonry and earth construction and to extend and receive any contracts or
assignments or contracts therefore or relating thereto or connected therewith.

To buy, sell, market, trade and deal in machinery equipment, tools,

appliances, fittings, suppliers, materials, goods, wares and merchandise of every
nature, kind and description;

To do all other acts related to construction except locally funded civil works
and defense related structures.

SECONDARY PURPOSES

1. To purchase, acquire, own, lease, sell and convey to the extent allowed by
law, property of every kind and description as may be necessary or
incidental to the conduct of its corporate business,
 2. To raise capital or borrow money from not more than nineteen (19)
lenders, including its stockholders, to meet the financial requirements of
its business.

3. To invest in other companies and enter into joint venture agreements with
any company, partnership, persons or government entities, domestic or
foreign, for the advancement of its interest and in carry out its primary
purpose;

4. To establish and operate branch offices or agencies to carry out any or all
of its operations and business without any restriction as to place or
amount;

5. To do and perform all acts and things necessary or incidental to the

accomplishment of the foregoing purposes or the exercise of any or all
powers of a corporation for the benefit of this corporation and its
stockholders.

(Amended as of September 28, 2018)”

B. That the corporation shall have all the express powers of a corporation as
provided for under Section 36 of the Corporation Code of the Philippines.

THIRD: That the principal office of the corporation is located in:

G2 Golden Empire Tower 1322 Roxas Blvd. Malate Manila

(complete address)

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

Unit 201 Metropolitan Tower, 1746 A.
EMMIE CORNELIO MAHILUM FILIPINO Mabini St. Malate Manila

16-A2 Golden Empire Tower, 1322

CHEUNG FAI WAN CHINESE Roxas Blvd. Ermita Manila

Unit 201 Metropolitan Tower, 1746 A.

ERICSON R. SEPEDA FILIPINO Mabini St. Malate Manila

Four Season Tropican Tower Binondo

XINGYANG CHEN CHINESE Manila

EVANGELINA POSADA 16-A2 Golden Empire Tower, 1322

ROMERO FILIPINO Roxas Blvd. Ermita Manila
 SIXTH: That the number of directors of the corporation shall be FIVE (5);
and the names, nationalities and residences of the first directors of the corporation
are as follows:

NAME NATIONALITY RESIDENCE

Unit 201 Metropolitan Tower, 1746 A.

EMMIE CORNELIO MAHILUM FILIPINO Mabini St. Malate Manila

16-A2 Golden Empire Tower, 1322

CHEUNG FAI WAN CHINESE Roxas Blvd. Ermita Manila

Unit 201 Metropolitan Tower, 1746 A.

ERICSON R. SEPEDA FILIPINO Mabini St. Malate Manila

Four Season Tropican Tower Binondo

XINGYANG CHEN CHINESE Manila

EVANGELINA POSADA 16-A2 Golden Empire Tower, 1322

ROMERO FILIPINO Roxas Blvd. Ermita Manila

SEVENTH: That the authorized capital stock of the corporation is TEN MILLION
PESOS (P10,000,000.00) pesos in lawful money of the Philippines, divided into
TEN MILLION shares with the par value of ONE (P1.00) pesos per share;

EIGHT: That at least twenty five (25%) percent of the authorized capital
stock above has been subscribed as follows:

NAME OF NO. OF SHARES AMOUNT

SUBSCRIBERS NATIONALITY SUBSCRIBED SUBSCRIBED

EMMIE CORNELIO
MAHILUM FILIPINO 500,000.00 500,000.00

CHEUNG FAI WAN CHINESE 500,000.00 500,000.00

ERICSON R. SEPEDA FILIPINO 500,000.00 500,000.00

XINGYANG CHEN CHINESE 500,000.00 500,000.00

EVANGELINA POSADA
ROMERO FILIPINO 500,000.00 500,000.00

TOTAL 2,500,000.00 2,500,000.00

 NINTH: That the above-named subscribers have paid at least twenty-five
(25%) percent of the total subscription as follows:

NAME OF AMOUNT
SUBSCRIBERS SUBSCRIBED TOTAL PAID-UP

EMMIE CORNELIO MAHILUM 500,000.00 125,000.00

CHEUNG FAI WAN 500,000.00 125,000.00

ERICSON R. SEPEDA 500,000.00 125,000.00

XINGYANG CHEN 500,000.00 125,000.00

EVANGELINA POSADA ROMERO 500,000.00 125,000.00

TOTAL 2,500,000.00 625.000.00

TENTH: That CHEUNG FAI WAN 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.

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 30th day of July 2018, in the City/Municipality of Malate
Province of Manila Republic of the Philippines.

EMMIE CORNELIO MAHILUM

TIN-208-361-180-000

XINGYANG CHEN
TIN-243-835-855-000

CHEUNG FAI WAN

TIN-252-590-333-000

ERICSON R. SEPEDA
TIN-238-094-254-000

EVANGELINA POSADA ROMERO

TIN-471-013-074-000

(Names and signatures of the incorporators and TIN)