AMENDED ARTICLES OF INCORPORATION

OF

QROI NETWORK SERVICES INC

KNOW ALL MEN BY THESE PRESENTS:

THAT WE, all of whom are of legal ages and majority 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 hereby certify that:

ARTICLE I

The name of the corporation shall be:

QROI NETWORK SERVICES INC.

ARTICLE II

The purposes for which said corporation is formed are as follows:

PRIMARY PURPOSE

To act and engage in the business of performing services providing project

management, supervision, planning and maintenance services for communications
and telecommunications facilities and acting as technical advisor in the
communications and telecommunications field including the development,
adaptation, and evaluation of standards, routines, documentation, electronic data
processing systems and software packages, as may be allowed by law, without
however, engaging in mass media or communication/telecommunication business.

SECONDARY PURPOSES

1. To purchase, acquire, own, lease, except financial leasing, sell and convey
properties, except land, such as buildings, factories and warehouses,
machineries, equipment and personal properties as may be necessary or
incidental to the conduct of the corporate business, and to pay in cash, shares of
its capital stock, debentures and other evidences of indebtedness, or other
securities, as may be deemed expedient, for any business or property acquired
by the Corporation;

2. To borrow or raise money from not more than Nineteen (19) lenders including
its shareholders necessary to meet the financial requirements of its business by
the issuance of bonds, promissory notes and other evidences of indebtedness,
and to secure the repayment thereof by mortgage, pledge, deed of trust or lien
 upon the properties of the Corporation or to issue pursuant to law, shares of
capital stock, debentures and other evidences of indebtedness in payment for
properties acquired by the Corporation or for money borrowed in the
prosecution of its lawful activities;

3. To guarantee, for and in behalf of the corporation obligations of other

corporations or entities in which it has lawful interest;

4. To invest and deal with the money and properties of the corporation in such
manner as may from time to time be considered wise or expedient for the
advancement of its interest and to sell, dispose of or transfer the business,
properties and goodwill of the Corporation or any part thereof for such
consideration and under such terms as it shall see fit to accept;

5. To aid, in any manner, any individual, firm, corporation, association, or trust

estate, domestic or foreign, wherein shares of stock, bonds, debentures, notes
securities, evidences of indebtedness, contracts or obligations are held by or for
the Corporation, directly or indirectly or through other corporations or
otherwise;

6. To enter into any lawful arrangement for sharing profits, union of interest,
utilization or farm-out agreement, reciprocal concession, or cooperation with
any corporation, association, partnership, syndicate, entity, person or
governmental, municipal or public authority, domestic or foreign, in carrying on
any business or transaction deemed necessary, convenient or incidental to carry
out any of the purposes of the Corporation;

7. To acquire or obtain from any from any government authority, national,

provincial or otherwise, or from any corporation, company or partnership or
person, such charter, contract, franchise, privilege, exemption, license and or
concession as may be conducive to any of the objects of the Corporation;

8. To establish and operate one or more branch offices or agencies and to carry on
any or all of its operations and business without any restrictions as to place or
amount, including the fight to hold, purchase or otherwise acquire, lease,
mortgage, pledge and convey or otherwise deal in any personal or real property
anywhere within the Philippines;

9. To do or cause to be done any one or more of the acts and things herein set forth
as its purposes, within or outside the Philippines, and in any and all foreign
countries, and to do everything necessary, desirable or incidental to the
accomplishment of the purposes or the exercise of any one or more of the
powers herein enumerated, or which shall at any tine appear conducive to or
expedient for the protection or benefit of the Corporation.
 ARTICLE III

The place where the principal office of the Corporation is to be located is in

Unit 10-01, One Global Place, 5th Ave. cor. 25th St., Bonifacio Global City 1634, Metro
Manila, Philippines.

ARTICLE IV

The term for which the Corporation is to exist is fifty (50) years from and
after the date of incorporation.

ARTICLE V

The names and residences of the incorporators and their nationalities are the
following:

Name Nationality Residence

HEDGE TUOMO KALEVI FINNISH
RAITANEN Kyronkatu 9, Turku 20810, Finland
180 Plus City Park, Soi
MATTI JUHANI JOKINEN FINNISH Wachirathamsathit, 31, Bangchak,
Prakanong, Bangko 10260, Thailand
HENRY OCON PEREZ FILIPINO Blk. 13 Lot 6, Molino Parkhomes,
Queensrow West, Bacoor Cavite
DARWIN ROPHER R. PEREZ FILIPINO 74 A. Luna Street, AFPOVAI, Phase 5, Fort
Bonifacio, Taguig City
MA. KATHERINE P FILIPINO Blk. 7 Lot 12 J Abad Santos St.,
TUMANENG Katarungan Vilage, Muntinlupa City

ARTICLE VI

The number of directors of the Corporation shall be five (5), and the names
and residences of said directors who are to serve as such until their successors are
elected and qualified as provided in the By-laws are as follows:

Name Nationality Residence

HEDGE TUOMO KALEVI FINNISH
RAITANEN Kyronkatu 9, Turku 20810, Finland
180 Plus City Park, Soi
MATTI JUHANI JOKINEN FINNISH Wachirathamsathit, 31, Bangchak,
Prakanong, Bangko 10260, Thailand
HENRY OCON PEREZ FILIPINO Blk. 13 Lot 6, Molino Parkhomes,
Queensrow West, Bacoor Cavite
DARWIN ROPHER R. PEREZ FILIPINO 74 A. Luna Street, AFPOVAI, Phase 5, Fort
Bonifacio, Taguig City
MA. KATHERINE P FILIPINO Blk. 7 Lot 12 J Abad Santos St.,
TUMANENG Katarungan Vilage, Muntinlupa City
 ARTICLE VII

The authorized capital stock of said corporation is NINE MILLION FIVE

HUNDRED NINETY NINE THOUSAND FIVE HUNDRED PESOS (PHP9,599,500.00),
Philippine Currency, and that the following persons have subscribed and paid for
the number of shares in the amount of the capital stock set out after their respective
names:

Name Nationality No. of Shares Amount Amount

Subscribed Subscribed Paid-up
QROI LIMITED CHINESE 95,990 P9,599,000.00 P9,599,000.00
HEDGE TUOMO FINNISH 1 100.00 100.00
KALEVI RAITAMEN
MATTI JOKINEN FINNISH 1 100.00 100.00
HENRY OCON FILIPINO 1 100.00 100.00
PEREZ
MA. KATHERINE P. FILIPINO 1 100.00 100.00
TUMANENG
DARWIN ROPHER R. FILIPINO 1 100.00 100.00
PEREZ
TOTAL FILIPINO 95,995 P9,599,500.00 P9,599,500.00

ARTICLE IX

The subscription or ownership of the shares of stock of the Corporation is

made and taken subject to the condition that any subscriber, owner or stockholder
desiring to sell or otherwise dispose, in whatsoever manner, of his/her shares of
stock shall observe the following priorities, limitations and restrictions:

1. First Order of Priority. – Any stockholder desiring to sell or otherwise

dispose of his/her shares of stock, shall first offer the same to the
Corporation through the Corporate Secretary. To the extent allowed by law,
the Corporation shall have thirty (30) days from receipt of the written offer
within which to buy the shares of the stockholders priced at book value of
each share as shown in the latest audited balance sheet of the Corporation.

2. Second Order of Priority. – Upon failure of the Corporation to exercise the

foregoing option within the aforementioned period, the President through
the Secretary shall notify all stockholders of the shares for sale. The
stockholders shall thirty (30) days from the date of receipt of notice to
exercise their option priced at the same value at which they were offered to
the Corporation; and

3. Third Order of Priority. – Upon the failure of the stockholders to exercise the
option therein granted, the selling stockholder shall be free to offer the same
to any person under the same to any person under the same terms and
 conditions offered to the corporation and the stockholders, as required
above. Any change of term or condition of transfer of the shares will require
a similar offer to be made in the manner provided above.

The foregoing order of priority shall apply to the extent possible in every
disposition of the capital stock of the corporation. The Corporation or in its default,
the Stockholders to and for each other, may, to the extent allowed by law, exercise
the right of redemption over any capital share of the Corporation that is the subject
of involuntary transfer, execution, levy, foreclosure or attachment proceedings, as
well as testate/intestate proceedings. The right granted herein shall be exercisable
within one hundred twenty (120) days from written notice to the Corporation.

Any transfer or conveyance in violation of the above terms and conditions

shall be null and void and shall not be recorded and transferred in the books of the
Corporation. No liability for damages of any kind shall attach to the corporation, its
Board of Directors or officers by the refusal to register in the books of the
Corporation any issuance, sale, transfer, or conveyance made in contravention of the
terms, conditions, limitations and restrictions contained herein.

Dealings in /Transfer of Shares

In every issuance of shares, the pre-emptive right of the

shareholders shall be duly observed.

Shares can be conveyed, assigned or transferred only upon

compliance with the following requisites, thus:

Transfer of shares to another entity where the Transferring

Shareholder owns a controlling interest of at least fifty-one percent (51%)
in the said entity is allowed.

Transfer of shares to other entity/ies where the Transferring

Shareholder owns an interest of less than fifty-one percent (51%) persons,
the right of first refusal of the other shareholders has to be complied
with by first sending a written notice to transfer/sell shares of the
Transferring Shareholder to the other shareholders thereby giving a period of
thirty (30) calendar days within which to buy the shares at the indicated
amount or offered price (the “Offered Price”). It is only after the lapse of the
thirty days’ notice that the Transferring Shareholder can offer it to other
persons at the same Offered Price.

Shares cannot be mortgaged or pledged without the express

written consent of the other shareholders.
“Drag Along”

In the event that any party or collectively parties representing the

majority of the subscribed shares in QROI-PH is selling shares to a third
party, other parties shall also sell shares to such third party .

New Investor

In the event that there is a need to accept a new investor in QROI-

PH, the parties agree that the new investor has to take or invest in a
minimum of ten percent (10%) of QROI-PH.

Funding of the Company

10.1 In case additional funding is required, the Board shall decide based on
the following order:

a. Shareholder loan in proportion to shareholding;

b. Third party financing (like banks, etc.);
c. Issuance of new shares

Branding and Shared Services

QROI-PH shall continue to operate under the QROI Brand as one of QROI
Group of Companies.

Some shared services shall be provided by QROI Limited as agreed by

the Board.

Dividend Policy

All Parties shall work towards maximizing dividends for the

shareholders.

Confidentiality

Each party hereby acknowledges that the other party has provided
confidential information. All Parties hereby acknowledge that all the information
and/or documentation they may access, disclosed to them and/or delivered by
the other Parties, whether or not related to this Agreement, at any time and even
after the termination thereof, is of a confidential nature and represents a valuable
asset and a commercial, industrial and trade secret for all purpose.
Consequently, all Parties agree to preserve and keep such information as strictly
confidential, and to limit the access to all information providing the same only to
the persons who require to know the same for the performance of this
Agreement, notifying them of the confidential nature of the such information and
the treatment to be given to it.

For the purposes of this Agreement, the term “Confidential Information” shall
mean all information and documentation in connection to the business,
organization, finance, operation, transactions or any matter of operation or of
any of the Parties.

The Parties agree to the following:

a) To keep confidential and secret any Confidential Information received from

the other party and, consequently, not to use such Information to their benefit
or to the benefit of third parties, except for the performance of their obligations
under this Agreement.

b) Use all reasonable efforts to prevent other Persons from disclosing and
delivering the Confidential Information to third parties who are not expressly
authorized by the Parties.

Non-Disclosure

All parties agree not to disclose the contents of this Agreement or any
portion thereof to anyone without the prior written approval of the other
Parties.

Governing Law

This Agreement shall be governed by Philippine Law.

ARTICLE X

No transfer of stock or interest which would reduce the stock 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 the stock certificates issued
by the Corporation.

ARTICLE XI

HENRY OCON PEREZ has been elected by the subscribers as Treasurer of the
Corporation to act as such until his successor has been duly elected and qualified in
accordance with the By-laws, and that as such Treasurer, he has been authorized to
receive for the Corporation and to issue receipt in its name for all subscriptions paid
in by the said subscribers.

Article XII

The incorporators undertake to change the name of the Corporation as

herein provided, or as may be 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 misleading, deceptive, or confusingly similar to a
registered name, or contrary to public morals, good customs or public policy. For
purposes of this Article, QROI means Quick Response on Internet”.

IN WITNESS WHEREOF, we have set our hands this day of March 08, 2016

HEDGE TUOMO KALEVI RAITANEN MATTI JOKINEN

HENRI O. PEREZ DARWIN ROPHER R. PEREZ

MA. KATHERINE P. TUMAMENG

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES

MAKATI CITY ) S.S.

BEFORE ME, personally appeared the following persons with their respective
Passport/IDs, to wit:

Name Passport/TIN ID No. Date/Place Issued

HEDGE TUOMO KALEVI PD6800077 23 FEB. -2015
RAITAMEN /FINLANDS AMBASSAD
BANGKOK
MATTI JOKINEN PG7663032 08-SEP-2016/FINLANDS
AMBASSAD BANGKOK
HENRY O, PEREZ TIN 912-676-212-000
DARWIN ROPHER R. TIN 400-499-373-000
PEREZ
MA. KATHERINE P. TIN: 444-607-489-000
TUMAMENG
All known to me and to me known to be the same persons who executed the
foregoing Articles of Incorporation consisting of seven (7) pages including this
acknowledgement page, and they acknowledged to me that the same is their free
and voluntary act and deed.

IN WITNESS WHEREOF, I have set my hand and affixed my notarial seal on

this day of March 08, 2016 at Makati City, Philippines.

CECILIA O PEREZ
Notary Public

Doc. No. 121

Book No. 26;
Page No. 146
Series of 2016