unnve rmnnevaenainnn es

Republic of the Philippines
HOUSE OF REPRESENTATIVES

CEE
eee on City, Metro Manila cao
Fifteenth Congress
second Regular ‘Session
8733
House Bill No. _——

Introduced by Honorable Rosendeo S- Labadlabad
EXPLANATORY NOTE

Artie Ti of our Constitution, OF State Policies provides that “the State
jzey the vital role of communications and information in nation
puilding”- (Section 24).

It is in the light of this policy that MILLAWAVE SYSTEMS
CORPORATION, (MILLAWAVE) wholly owned and managed by Filipinos,
has been, primarily conceived and formally organized. imbued with the strong
enthusiasm. and conscious ‘of their material and technological resources and
capabilities, the incorporators have concretized theit plan and vision to
pi, oe har a growth of

the country through public service and information ‘dissemination.

Te is the primary aim of MILLAWAVE SYSTEMS CORPORATION, t©
bring about progress ‘py utilizing, proadcasting, 35 jis medium, given the fact
that technology has become so advanced that global relations ‘and national
vjevelopment are received Md transmitted to a wide Tange of coverage ata
very fast pace, and through digitalized data, information and news.

MILLAWAVE by this, #8 applying for @ congressional franchise 09 install,
operate and maintain radio and television proadcast stations in the Visayas and
Mindanao.



Republic of the Philippines
HOUSE OF REPRESENTATIVES
Quezon City, Metro Manila

Fifteenth Congress
Second Regular Session

House BilNo.__ 5713
ee
Introduced by Honorable Rosendo S, Labadlabad
eS

AN ACT
GRANTING THE MILLAWAVE SYSTEMS CORPORATION(MILLAWAVE) A
FRANCHISE TO CONSTRUCT, ESTABLISH, INSTALL, MAINTAIN AND
OPERATE FOR COMMERCIAL PURPOSES AND IN THE PUBLIC INTEREST,
RADIO AND TELEVISION BROADCAST STATIONS IN VISAYAS AND
MINDANAO.

Be it enacted by the Senate and House of Representative of the Philippines in
Cony bled:

Congress assembled:

SECTION 1. Nature and Scope of Franchise - Subject to the provisions
of the Constitution and applicable laws, rules and regulations, there is hereby
granted to Millawave Systems Corporation (Millawave), hereunder referred to
as the grantee, it's successors or assigns, a franchise to construct, establish,
install, maintain and operate for commercial purposes and in the public
interest, radio and television broadcast stations in Visayas and Mindanao,
utilizing the technological advances or innovations in the future; to originate,
Gistribute, transmit, and receive through said systems, news and
documentaries, entertainment, informational and educational radio and
television programs, both live and recorded; and to establish, construct,
maintain and operate such other systems as are essential or convenient to carry
out the purpose of this franchise.

SECTION 2 Manner of Operation of Stations or Facilities, - The
stations or facilities of the grantee shall be constructed and operated in a
manner as will at most result only in the minimum interference on the
wavelengths or frequencies of the existing stations or other stations which may
be established by law, without in any way diminishing its own right to use its
selected wavelengths or frequencies and the quality of transmission or
reception thereon as should maximize rendition of the grantee’s services
and/or the availability thereof.

SECTION 3, Authority of the National Telecommunications
Commission. The grantee shall secure from the National Telecommunications
Commission (NTC), hereinafter referred to as the Commission, a certificate of
Public convenience and or the appropriate permits, and ficenses for the
location, construction, installation and operation of its broadcast stations. in
issuing the certificate, the Commission shall have the power to impose such


conditions relative to the constraction, operation, maintenance or service level
of the broadcast stations. The Commission shall have the authority to regulate
the construction and operation of its broadcast stations. The grantee shall not
use any frequency in the radio spectrum without having been authorized by the
Commission. Such certificate shall state the areas covered and date the grantee
shall commence the service. The Commission, however, shal! not unreasonably
withhold or delay the grant of any such authority, permits or license.

SEC. 4 Responsibility to the Public - The grantee shall provide
adequate public service line to enable the government through the said radio
and_ television stations, to reach the population on important public issues;
provide at all times sound and balanced programming, promote public
Participation such as in community programming: assist in the functions of
Public information and education: conform to the ethics of honest enterprise
and shall not use its stations for the transmission of obscene ot indecent
language, speech, act, or scene, or for the dissemination of deliberately false
information or willful misrepresentation to the detriment of the public interest
of to incite, encourage, or assists in subversive or treasonable acts.

‘The grantee shall operate and maintain all its broadcast stations, and
‘equipment for the transmission and reception of messages, signals and pulses
in a satisfactory manner at all times, and as far as economical and practicable,
modify, improve or change such operating equipment and facilities to keep
abreast with the advances in science and technology.

SECTION 5. Right of Government. ~ A special right is hereby reserved
to the President of the Philippines in times of wat, rebellion, public peril,
calamity emerOgency, disaster or disturbance of peace and order, to temporarily
take over and operate the stations, transmitters, faciliies or equipment of the
granize, to temporarily suspend the operation of any station, transmitter,
facility or equipment in the interest of public safety, security and public
welfare, or to authorize the temporary use and operation thereof by any agency
of the government, upon the compensation to the grantce for the use of said
stations, transmitters, facilities or equipment during the period when they shall
be so operated,

The radio spectrum is a finite resource that is part of the national
patrimony and the use thereof is a privilege conferred upon the grantee by the
State and may be withdrawn anytime, after due process.

SECTION 6. Term of Franchise. ~ This franchise shall be for a term of
twenty-five 25) years from the date of effectivity of this Act, unless sooner
revoked or cancelled. This franchise shall be deemed ipso facto revoked, in the
‘event the grantee fails to comply with any of the following conditions:

{a} Commence operations within one (1) year from the approval of its
operating permit or provisional authority by the NTC;

(©) Operate continuously for two (2) years; and

(© Commence operations within three (3) years from the effectivity of
this Act.

SECTION 7. Acceptance and Compliance. - Acceptance of this
franchise shall be given in writing within sixty (60) days from the effectivity of
this Act. Upon giving such acceptance, the grantee shall exercise the privileges
granted under this Act. Nonacceptance shall render the franchise void.


SECTION 8, Bond. - The grantee shall file a bond issued in favor of the
National Telecommunications Commission, which shall determine the amount,
to guarantee the compliance with and fulfillment of the conditions under which
this franchise is granted. If after three (3) years from the date of the approval of
its permit by the Commission, the grantee shall have fulfilled the same, the
bend shall be cancelled by the Commission. Otherwise, the bond shall be
forfeited in favor of the government and the franchise ipso facto revoked.

SECTION 9. Tax Provisions. - The grantee, its successors or assigns,
shall be subject to the payment of taxes, duties, fees or charges and other
impositions under the National Internal Revenue Code (NIRC) of 1997, as
amended and other applicable laws: Provided, That nothing herein shall be
construed as repealing any specific tax exemptions, incentives or privileges,
benefits and exemptions accorded to existing and future broadcasting station
franchises shall likewise be extended to the grantee,

‘The grantee shall file the return with the province were its facility is
located, and pay the taxes due thereon to the Commissioner of Internal
Revenue or his duly authorized representatives in accordance with the NIRC
and the return shall subject to audit by the Bureau of Internal Revenue.

SECTION 10. Seif Regulation by and Undertaking of Grantee. — The
Grantee shall not require any previous censorship of any speech, play, act or
Scene or other matter to be broadcast from its station; Provided, That the
Erantee, during any broadcast, shall cut off from the air the speech, play, act or
scene, or other matter being broadcast if the tendency thereof is to propose
and/or incite reason, rebellion or sedition; or the language use therein or the
theme thereof is indecent or immoral and willful failure to do shall constitute a
valid cause for the cancellation of this franchise.

SECTION 11. Warranty in Favor of National and Local Governments. -
The grantee shall hold the national, provincial, city and municipal governments
of the Philippines harmless from all claims, accounts, demands of actions
axising out of accidents or injuries, whether to property or to persons, caused by
the construction or operation of the stations of the grantee.

SECTION 12. Non ‘Transferability of Franchise. - The ‘grantee shall not
lease, transfer, grant the usufruct of, sell nor assign this franchise or the rights
and privileges acquired there under to any person, firm, company, corporation

such person, firm, company, corporation or entity without the prior approval of
the Congress of the Philippines. Any person or entity to which this franchise is
sold transferred or assigned, shall be subject to the same conditions, terms,
restrictions and limitation of this Act.

SECTION 13. Dispersal of Ownership. - In accordance with the
constitutional provisions to encourage public participation in the public
utilities, the grantee shall offer at least thirty per centum (30%) of its
Outstanding capital stock or a higher percentage that may hereafter be provided
by law in any securities exchange in the Philippines within five (5) years from
the time it has achieve the status of a national broadcasting network. A”


national broadcasting network” is hereby defined as one that operates three (3_
or more radio and/or television stations. Noncompliance therewith shal} render
the franchise ipso facto revoked.

SECTION 14. Equality Clause. - Any advantages, favor, privileges,
exemptions or immunity granted under existing franchises, or which maybe
hereunder be granted for radio and/or television broadcasting, shall be ipso
facto become part of this franchise and shall be accorded immediately and
unconditionally to the herein grantee: Provided, however, That the foregoing
shall neither apply to nor affect the provisions of the broadcasting franchises
concerning territory covered by the franchise, the lifespan of the franchise or
the type of service authorized by the franchise.

SECTION 15. General Broadcast Policy. - The grantee shall comply
with and be subject to the provisions of a general broadcast Policy iaw, which
Congress may hereafter enact,

SECTION 16. Reportorial Requirement. - The grantee shall submit an
annual report to the Congress of the Philippines on its compliance with the
terms and conditions of the franchise and on its operations within sixty (60)
days from the end of every year.

SECTION 17. Separabitity Clause. - If any of the sections or Provisions
of this Act is held invalid, all other provisions not affected thereby, shall remain
valid.

SECTION 18. Repealability and Nonexctusivity Clause. - This
franchise shall be subject to amendment, alteration, or repeal by Congreso of the
Philippines when the public interest so Tequires and shall not be interpreted as
an exclusive grant of the privileges herein provided for,

SECTION 19. Effectivity Clause. — This act shall take effect fifteen 15)
days from the date of its publication in at least two (2) newspapers of general
circulation in the Philippines.

Approved.


MILLAWAVE SYSTEMS CORPORATION
Certificate of Incorporation

Articles of incorporation and By-Laws


pore

EEG

REPUBLIC OF THE PHLPPNES
SECURITIES AND EXCHANGE COMMISSION
hy of arntakyoos, Mone a

COMPANY REG. NO. _€S201109793
COMPANY TIN 088-060-606

CERTIFICATE OF INCORPORATION-

JKNOW ALL PERSONS BY THESE PRESENTS:
This is to certify that the Articles of Incorporation and By-Laws of,

MILLA WAVE SYSTEMS CORPORATION

Care duly approved by the Commission on this date upon the issnance of this
SErtiticate of Incorporation in accordance with the Corporation Code. ef tee
Limippines (Batas Pambansa Blg.68), and copies of said Articles and By Las om
hereto attached.

‘This Certificate grants juridical personality t the corporation but’ -ases not
Cithorize it to undertake business activities requiring a Secondary Ta

Such as, but not limited to acting as: twoker or dealerin securities,
goverment securities eligible dealer (GSED), investment adviser of an investment
Company, close-end or open-end investment compay, investment house, wansfer
cee cg rmotkty financial futures exchange/broker/merchant, financing company,
Preneed plan issuer, general agent im pre-need plans ant fime soaretclee
shares/membership certificates issuers or selling agents thereat, Neither docs ta
Certificate constitute as permit to undertake activities for which other goverment
agencies require 2 license or permit.

As & registered corporation, it shall submit. ‘annually to this Commission the
reports indicated at the back of this certificate,

IN WITNESS WHEREOF, { have hereunto set my head and camed the seal
of this sion to be affixed at Mandaluyong City, Metro Manila, Pidligpines,
day of June, Twenty Eleven.



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ARTICLES OF INCORPORATION ow,

MILLA WAVE SYSTEMS CORPORATION
‘(Naane of Corporation)

Know All Men By These Presents:

‘The undersigned incorporators, all of iegal age and majority of whom are
residents of the Philippines, have this day voluntarily agreed to form a stock corporation
under the iaws of the Republic of the Philippines.

THAT WE HEREBY CERTIFY :

FIRST: The name of this corporation shall be:

MILLAWAVE SYSTEMS CORPORATION

SECOND: A . That the primary purpose of this corporation is

To establish a Multi-media, Multi-platform IP data casting, Radio, TV and Satellite
Broadcasting, Pay TV, Multi-casting and Intemet distribution network. To engage

Jease of its facility, bandwidth and carrier and to engage in the business of
manufacturing, trade, sell and distribution of multi-media product, softwar,
hardware, broadcast and communication equipment and related products.

SC-97-01 1

/

‘


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

THIRD: That the place where the principal office of the corporation is to be
established is at :

NoJ/Street_Unit 902 OSMA Bigg, San Miguel AVE. Gf applicable)
RAs San Miguel Ave

City/Town Pasig City Province Metro Mania

FOURTH: That the term for which the 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
(Complete Address)
Eduardo N, Millana Filipino P2A Libertad, Butuan City
Macrina N. Millana Filipino Balanghai, Libertad, Butuan City
Marjorie P, Millana Filipino P2A Libertad, Butuan City
Bobby N. Mitlana Filipino P2A Libertad, Butuan City
May N. Millana Filipino Balanghai, Libertad, Butuan City

SC-97-01 2 conformed copy

aan fy

Bile,


SUXTH: That the number of directors of said corporation shall be five (3)
and that the names, nationalities and residences of the first directors who are ta serve unt]

their successors are elected and qualified as provided by the by-laws are as follows:

Name Nationality Residence
(Complete Address)
Eduardo N. Mitlana Filipino P2A Libertad, Butuan City
Maerina N. Mitlana Balanghai, Libertad, Butuan City
Marjorie P. Millana P2A Libertad, Butuan City
Bobby N. Miilana P2A Libertad, Butuan City
. May N. Millana Balanghai, Libertad, Butuan City
pe)
SEVENTH: That the authorized capital stock of the ration is
sixteen million (B_16,000,000.00
“ Pesos in lawful ~aoney— ofthe Philippines, divided lary
sixteea mi 16,006,000 shares with the par
———____Sixteea million 18,000,000 _)
value of, one (PF 1,00 ___) pesos per share,

SC-97-01

MEM,


EIGHTH: That at least 25% of the authorized capital stock has been subscribed
and at least 25% of the total subscription has been paid as follows:

No. of Amount Amount
Name Nationality Shares Subscribed Paid
Subseribed
Eduardo N, Millana Filipino 3,200,000 3,200,000.00 800,000.00
Filipino 200,000 200,000.00 50,000.00
Marjorie P. Millana Filipino (200,000 200,000.00 50,000.00
Bobby N. Millana Filipino 200,000 200,000.00 $0,000.00
May N, Millana Filipino 200,000 200,000.00 50,000.00
1

Total
of Filipino citi
by existing laws shall be allowed or permitted to be recorded in thie proper books of
corporation and this restriction shal! be indicated in the stocks certificates issued by the
Sorporation. Tae 189-402-260

TENTH : That Rachelle Rosanna $, Papa_~ has

been elected by the subscribers as treasurer of the corporation to act as such uml bis/hes
Successor is duly elected and qualified in accordance with the by-laws; and that as such
Treasurer, he / she has been authorized to receive for and in the name and for the benefit

of the corporation, ali subscriptions paid by the subscribers. }

SC-97-01 4 ‘conformed copy


ELEVENTH: That the incorporators undertake to change the name of the
corporation immediately upon receipt of notice or difective from Wit-Sasurities and
Exchange Commission that another corporation, partnership or person has acquired prior
right to the use ofthat name or thatthe name has been declared as misleading, deceptive,
confusingly similar to a registered name, or contrary to public morals, good customs or
Public policy,

IN WITNESS WHEREOF, we have set our hands this -__16th day
of____ May nat Pasig City :
Dritlange &
Macrina N. Miilana Marjorit P. Millana
TN 5: “Tn 166-621-5870
=
TIN i TIN
TIN TIN TIN
TIN TIN TIN
TIN TIN TIN

‘WITNESSES:

ABE oth

(Ail Incorporstors appearing on the ffte article und the two wlmessess should affix their signatures on
‘the blanks provided in this page above their respective names}

SC-97-01 5 ‘conformed copy


ACKNOWLEDGEMENT

Republic of the Philippines)
: — SS.

QUEZONCHX = omy

BEFORE ME , a Notary Public in and for____—=_Phailippines, this

___ day of personally appeared :
Name Comnnmity Tax Certificate No. Date & place Issued

Eduardo N. Millana 03257821 01/07/11 Butuan City Rs

¥ Macrina N. Millana 03275894 01/20/11 Butuan City

Marjorie P. Millana 0328834] 01/12/11 Butuan City

Bobby N. Millana 18541654 05/10/11 Butuan Ci

May N. Millana 18542735 04/05/11 Butuan City

ail Known to me and to me known to be the same persons who executed the foregoing
Articles of Incorporation and they acknowledged to me that the same is their free and
voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
notarial seal on the date and at the place first abo: written.

FER NOL ASSO: BE .

tin ler NU. 774185; 1p2018; OC.
Dos. No. ;

Page No.

Book No.

Series of,

SC-97-01 6 ‘canformed copy


TREASURER’S AFFIDAVIT

REPUBLIC OF THE PHILIPPINES —_)
CITY/MUNICIPALITY OF ISS
PROVINCE GHUEZON CHy )

1, Rachelle Rosanna $. Papa teing duly swon, 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 25% of the authorized capital stock of the corporation has been subscribed and at
least 25% of the subscription has been paid, and received by me in cash property for the
benefit and credit of the corporation.

This is, also to authorize the Securities and Exchange Commission and Bangko

Sentral Ng Pilipinas to examine and verify the deposit in the
Universal Bank Shaw Blvd.-Escrive Drive
Banco Be Oro Unk a

(Name of Bank) - (Branch)
in my name as treasuret in tst for the Millawave Systems Cofposstion
a (Naan of Corporation)
in the amount of on¢ million pesos ¢ P_!,000,000.00_

jgbresenting the paid -up capital of the said corporation which is in the process of
incorporation. 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

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 utilisation ad
disbursement of the said paid-up capital.

In case the said prid-up capital is noe deposited or withdrawn priot tothe approval
of the articles of incorporation, 1, in behalf of the above pamed corporation, were out
‘ight to a notice and hearing in the revocation of our Centficate of Incorporation,

rachetehcecte S. Papa

Treasures

20 may 200
SUBSCRIBED AND SWORN to before me this ___ day of +20

at . i affiant exhibiting to me hi: ity Tax
Cartas Nar ST — Pliny anepbibing to mes Carn

Doc. No, :
3 Ung
Page No. tet Tee:
Book No. 3 Rolt No. 16554 ° March 13, 1961
i TBP No 301359 /01-03-11-Q.C
Series of 20) — FERN. 453933110 9s 1 C.

CLe PREMPTED.
SC-97-01 MCLE copy


(STOCK)

BY-LAWS
OF
MILLAWAVE SYSTEMS CORPORATION
(Name of Corporation)

ARTICLE 1

‘SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES

Sestion 1. Subscriptions ~ Subscribers tothe capital stock ofthe corporation shall pay the vi
(\ Pf the stock in accordance with the terms and conditions prescribed by the Board of Direc
i ‘Unpaid subscriptions shall not eam interest unless determined by the Board of Directors.

Section 2. Certificate- The stockholder shall be entitled to one of more certificates for 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 ia neat
form and design as may be determined by the Board of Directors and numbered cousecutively.
‘The certificate shal] be signed by the President, countersigned by the Secretary or Assistant
Secretary, and sealed with the corporate seal.

Section 3, Transfer of Shares ~ Subject to the restrictions, terms and conditions contained io
i i assigned or pledged by delivery of
the certificates duly indorsed by the stockholder, his atomey-in-fuct, of ther legally author ood

No share af stock against which the corporation holds unpaid claim shal} be transferable
in the books of the corporation. é

CS Hite
Fe
i
i
i

Alll certificates surrendered for transfer shall be stamped “Cancelled” 90 the face
thereof, together with the date of cancellation, and attached fo the corresponding stub with the
certificate book.

Section 73 of the Corporation Code,

BL-S-97-01 pl conformed copy


(dep

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1. Annual/ Regular Meetings - The annuaV/regular meetings of stockholders shall
be held at the principal office on March 31 of each year, if legal holiday,
then on the day following.

Section 2. Special Meeting - The special meetings of stockholders, for any Purpose or
Purposes, may at any time be called by any of the following: (a) Board of Directors, a its own
instance, “or at the written request of stockholders representing, a majority of the outstanding
capital stock, (b) President.

Section 3. Place of Meeting - Stockholders meetings, whether seguiar or special, shail be
held in the principal office of the corporation or at any place designated by the Board of
Directors in the city or municipality where the principal office of the corporation is located.

Section 4. Notice of Meeting - Notices for regular or speci! meetings of stockholders may be
som by the Secretary by personal delivery or by mail atleast two (2) weeks prior to the dane of

r mieeting 10 each stockholder of record at his last known address. The notice shal state tie
place, date and hour of the meeting, and the parpose or purposes for which the meeting is

Section 5. Quorum - Unless otherwise provided by law, in ali regular or special meeting of
Sockholders, s majority of the outstanding capital stock must be present or represented in wdc
fo Constitute a quorum. | [f no quorum is constituted, the meeting shall be adjourned und the
requisite amount of stock shall be present.

Section 6 Conduct of Meeting - Meeting of the stockholders shall be presided over by the
President, or in his absence, by a chairman to be chosen by the stockholders. The Secretary,
shall act as Secretary of every meetings, but if not present, the chairman of the meeting shall
appoint a secretary of the meeting.

BL-S-97-01 p2 conformed copy


Section 8. Closing of Transfer Books or Fixing of Record Date - For the Purpose of
determining the stockholders entitled to notice of, or to vote at, any meeting of stockholders or
any adjournment thereof or to receive payment of any dividend, the Boar! of Directors may
Provide that the stock and transfer books be closed for ten (10) working days immediately
preceding such meeting.

ARTICLE

BOARD OF DIRECTORS

Section I, Powers of the Board Unlest otherwise provided by law, the corporate powers of
the corporation shall be exercised, all business conducted and all property of the corporation
controlled and held by the Board of Directors to be elected by and fram among the stockholders,
Without prejudice to such powers as may be granted by law, the Board of Directors shall also
faave the following powers:

8) From time to time, to make and change moles and regulations not inconsistent
‘With these by-laws for the management of the corporation's business and affairs.

b)_ To purchase, receive, tke or otherwise acquire for and in the name of the
corporation, any and all properties, rights, or privileges, including securities and
bonds of other corporations, for such consideration and upon such terms and
conditions as the Board may deem proper or conven

£) To establish pension, retirement, bomis, or other types of incentives or
compensation plans for the employees, including officers and directors of the
corporation;

£) To prosecute, maintain, defend, compromise or abandon any lawsuit in which

the corporation or its officer are cither plaintiffs or defendants in connection with the
business of the corporation;

BL-S-97-01 ps ‘conformed copy

©.) To invest the funds of the corporation in other corporations or for purposes other
than those for which the corporation was organized, subject to such stockholders”
‘approval as may be required by law;

4.) To incur such indebtedness as the Board may deem necessary, to issue evidence
of indebtedness including without limitation, notes, deeds of trust, bonds,
debentures, or securities, subject to such stockholders approval as may be required

}


8) ne dslegate, from time to time, any of the powers of the Hoard which may
lavfully be delegated in the course of the current business of the corporstion tO any
Standing or special committee or to any officer or agent and to appoint any person to
be agent of the corporation with such powers and upon such terms as maybe

2) "To implement these by-laws and to act on any matter not covered by these by
laws, provided such matier does not require the approval or consent of the
stockholders under the Corporation Code.

Section 2, Election and Term - The Board of Directors shall be elected during each regular
meeting of stockholders and shall hold office for one (1) year and until their successors are
elected and qualified.

Section 3. Vacancies - Any vacancy occurring in the Board of Directors other than by removal
by the stockholders or by expiration of term, may be filled by the vote of at least majority of
the remaining directors, if still constituting 2 quorum: otherwise, the vacancy must be filled by

The vacancy resulting from the removal of a director by the stockholders in the manner
provided by law may be filled by election at the saime meeting of stockholders without further
notice, ‘or at any regular or at any special meeting of stockholders called for the Purpose, after
Siving notice as prescribed in these by-tzws.

Section 4. Mectings- Regular meetings of the Board of Directors shall be held once a month
on Such dates and at places as may be called by the Chaitman of the Board, ‘or upon the request
of a majority of the Directors.

Section 5. Notice - Notice of the regular or special meeting of the Board, specifying the date,

pensoand Place of the meeting, shall be communicated by the Secretary to each dren:
Personally, or by telephone, telegram, or by written message. A director may waive this

shall be valid as a corporate act, except for the election of officers which shall require the vote
of a majority of all the members of the Board.

BL-S-97-01 Pa conformed copy


Section 8. Compensation - By- resolution of the Board, each director shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than ten percent
(10%) of the net income before income tax of the corporation during the preceding vear. Such
compensation shall be determined and apportioned among the directors in such manner as the
Board may deem proper, subject to the approval of stockholders representing at least» taajority
of the outstanding capital stock at a regular or special meeting of the stockholiers.

ARTICLE FV

OFFICER

Section 1. Election / Appointment - Immediately after their election, the Board of Directors
Shall formally organize by electing the President, the Vice-President, the Treasures, and the
at said meeting.
‘The Board muy, from time ta time, appoint such other officers as it may determine to
be necessary or proper. Any two (2) oF more positions may be held concurrently by the same
Person, except that no one shall act as President and Treasurer or Secretary at the seme time

Section 2, President - The President shall be the Chief Executive Officer of the corporation
and shall exercise the following fictions:

3.) To preside at the meetings of the stockholders:
Tange Projects, plans and programs for the approval of the Board of Directors:
including those for executive training, development and compensation,

©) _To supervise and manage the business affaits of the corporation upon the
direction of the Board of Directors;

@.) _To implement the administrative and operational policies of the corporation
under his supervision and control;

¢) _T0 appoint, ‘remove, suspend or discipline employees of the corporation,
Prescribe their duties, and determine their salaries;

£) To oversee the preparation of the budgets and the statements of accounts of the
carporation;

&) To represent the corporation xi all functions and proceedings;

BL-S97-01 pS ‘conformed copy

:


(ant de

N

Cra

hh) _To execute om behalf of;the corporation all contracts, agreements and other
instruments affecting the interests of the corporstion which require the approval of
the Board of Directors.

1} To make reports to the Board of Directors and stockholders;

4.) To sign certificates of stock;

&.) To perform such other duties as are incident to his offiee or are entrusted to him

dy the Board of Directors.
Section3. The Vice-President - He shall, if qualified, act as President in the absence of the

lattet. He shall have such other powers and duties as may from time to time be assigned to bim
by the Board of Directors or by the President.

Section 4. The Secretary - The Secretary must be a resident and a citizen of the Philippines.
He shall have the following specific powers and duties:

%) To record the minutes and transactions of all meetings of the directors and the
stockholders and to maintain minute books of such meetings in the form and manner

b.) To keep record books showing the details required by law with Tespect to the
Stock certificates of the corporation, including ledgers and transfer books showing
all shares of the corporation subscribed, issued and transferred,

©) To keep the corporate seal and affix it to all papers and documents requiring a
Seal, and to attest by his signature all corporate documents requiring the same;

@) To attend to the giving and serving of all notices of the corporation required by
Jaw or these by-laws to be given;

8) ‘To perform such other duties as are incident to his office or as may be assigned
to him by the Board of Directors or the President.

BL-S-97-01 Pb conformed copy


CFs, Hiirtblarg:

Section S. The Treasurer- The Treasurer of the corporation shall have the following duties:

4.) To keep full and accurate
the corporation;

b.) To have custody of, and
of the corporation;

‘accounts of receipts and disbursements in the books of

be responsible for, all the funds, securities and bonds

©) To deposit in the name and to the credit of the corporation, in such bank as may
be designated from time to time by the Board of Directors, all the moneys, funds,

4) To render an annual
corporation and such other

President may, from time to time requis

statements showing the financial condition of the
financial reports as the Board of Directors, or the

©) To prepare such financial reports, statements, certifications and other

documents which may, from

time to time, be required by government rules and

‘regulations ard to submit the same to the proper government agencies,

£) To exercise such powers and perform such duties and functions as may be
assigned to him by the President.

Section 6. Term of Office - The

term of office of all officers shall be one (1) year and until

their successors are duly elected and qualified.

Section 7. Vacancies - If any position of the officers becomes Vacant by reason of
resignation, disqualification or for any other cause, the Board of Directors, by majority ve
may elect & successor who shall hold office for the unexpired term.

Section 8. Compensation - Thi

e officers shall receive such renumeration as the Board of

Directors may determine. A director shall not be precluded from serving the corporation in any
‘other capacity as an officer, agent or otherwise, and receiving compensation therctor

Section 1. The principal office of
Il of the Articles of incorporation.
within o¢ outside the Philippines as

BL-S-97-01

ARTICLE V

OFFICES

the corporation shall be located at the place stated in Article
‘The corporation may itave such other branch offices, either
the Board of Directors may designate,

BT ‘conformed copy

i
€


AUDIT OF BOOKS,

Section 1. External Auditor- Ac the re:
corporation for the ensuing year shall be

ARTICLE VI
FISCAL YEAR AND DIVIDENDS

‘gular stockholders’ meeting, the extemal euditor of the
appoiricd. The external auditor shall examine, verify

and report on the earnings and expenses of the corporation.

Section 2. Fiscal Year - The fiscal year of the cor
January and end on the last day of December of each y

Section 1.
Directors.

ARTICLE VIL

AMENDMENTS,

Form and Inscriptions - The corporate seal shall be determined by the

poration shall begin on the first day of

SEAL

Cursianding capital stock; provided, however, that any such delegation of powers to the Board oF
Directors to amend, repeal or adopt new by-laws may be revoked only ly the vote of
stockholders representing a majority of the outstanding capital stock at a regular or special

meeting,

BL-S-97-01

PB conformed copy

;
.



IN WITNESS WHEREOF, we, the undersigned stockholders have adopted the
foregoing by-laws and hereunto affixed our signatures this day of

May _ 2 1 at Pasig City
(Note: I
incorporators;
2. [filed after incorporation. should be signed by majority of the subscribers and
should submit director's certificate for the adoption of the by-laws.)

4 fled with Articles of incorporation, these by-laws should be signed by all

Marjone P. Miliana

BL-S-97-01 po conformed copy


[Print| (Finist

Republic of the Philippines
SECURITIES AND EXCHANGE COMMISSION

Reservation Payment Confirmation

This certifies that the name MILLAWAVE: E SYSTEMS CORPORATION has been reserved from
June 2, 2011 to July 2.2011
Type of Industry: Transmission Of Radio And Television Bro

Breakdown of Fees:

Reservation Fee: Php 40.00

TOTAL: Php 40.00

Important Reminders:

NOTE: The fact that the name is available at the date verified, i is not to be segarded as an
‘approval of the registration of the company or any application far change of name. No expense for

ating of materials using a verified name should be incurred until registration takes effec As tre
|S @ computer printout, any erasure or alteration on this document nulifies verification.

‘The appicant undertakes to change the reserved name in case another parson or firm has
acquired a prior ight to the use of the said frm name or the same is deceptively ov conkasingly
‘similar to one already registered,

Please do not pay for your Name Reservation and Extension WITHIN THE SAME DAY via Funes
Transfer. You may course your payment xt any selected UnionBank branches or at the SEC
Teller

Stamp Number: 927516

2004 SEC iRegister
‘AX nights Reserved

‘http://150.150.150.63/admin/MainServiet 6/2/2011


Payment Confirmation Page tof i

Punt i Finish

Repubsc of the Philippines
SECURITIES AND EXCHANGE COMMISSION

Reservation Payment Confirmation

[8 cetas that the name MILLAWAVE SYSTEMS CORPORATION has boon reserved fram
Ape, 2011 to May 28,2041

Reference Reservation Number (RAN): RRN20110429140246913,

Type of Industry Transmission Of Radio Are Teton re

Breakdown of Fees:

Reservation Fee: Php 40.00

TOTAL: Pp 40.00

Important Reminders:

NOTE: The fact thatthe name is avaiable at he date verified, its otto he regen! as an
Dering of mates ng tenes Ne ae ee crrgetaton hen a ne
(82 computer prot, any easure or eration On fis docirt heb oa

nge
acquired a Poor nant to the use of the said firm name or the sorne is decoptively or conkanighy
similar to one alroady registered.
‘riage co nek pay for your Name Reservation and Eximnalon WITHIN THE GAME DAY via Funds
Te You may course your payment at any selected UnionBank branches er ar he SoG
Teter

hup://1 50.150, 150.63/admin/MainServlet 4/29/2011


BD”

Ref .No:TIT-707-11-046,

Shaw Blvd-Escrive Drive

Sune 02, 2011

The Securities and Exchange Commission -
EDSA, Greenhills, Mandaluyong City

Greetings:

This is to certify that there is on deposit with this Branch the sum of One Million
Pesos Only (Php 1,000,000.00) under Savings Account No. 7070010319 in the name of
Rachelle Rosanna $. ‘Treasurer-in-Trust-For MILLAWAVE SYSTEMS
CORPORATION which is in the process of incorporation.

DO,

The said deposit is clear and free from lien, restriction, condition, or hold-oun and
may be withdrawn in behalf of said company upon presentation of proof of due
incorporation thereof.

mrence Wencel J. Lucide

BDOPHP ane

4707204/4707189

RARER FELD PINES)
METRI JSS.

SUBSCRIBED AND SWORN to before me this SAWN, 0 22
20_, affiant exhibiting to me his/her Community Certificate No. issued at
on :

a sonsmaat tt

COMMISSION
PTR NO. 48
IBP NO. 7744:
ROLL OF &

Doc. No.
Page No.
Book No.
Series No.
Banca De Ore
600 Crore Cont
7208 Me Arar
Matas Oy 0728, Prince
wt Case: BHORPY
‘et +62) 40 7000



Republic of the Philippines
COMMISSION ON INFORMATION AND COMMUNICATIONS TECHNOLOGY
NATIONAL TELECOMMUNICATIONS COMMISSION

1st Indorsement
May 24, 2011

Respectfully retumed to the Securities and Exchange Commission (SEC),
Atin.: Ferdinand B. Sales, Assistant Director, Corporate and Partnership
Registration Division, the herein attached Articles of Incorporation and By-Laws
of MILLAWAVE SYSTEMS CORPORATION interposing no objection to the
Primary Purpose of the Corporation as contained in Article I thereaf. suhiact ta
activitiesfacilities without first securing from this Commission
the appropriate permits and licenses and/or certificate of public
convenience and necessity or certificate of public convenience,
after due notice and public hearing in accordance with law and
subject further to the condition that the corporation shail be
subject to the registration requirement of this Commission with
Fespect to value-added service (VAS),

2. Applicant must have a valid congressional franchise before it
can operate telecommunications or broadcasting services;

3. No single franchise shall be issued embracing both broadcast
and telecommunications, pursuant to RA 7925; and

4. Any issue or transfer of shares of stocks by the Corporation
must be in accordance with the provisions of CA 146, and other

existing laws, rules and regulations.
Quezon City, Philippines.
GAMALIEL A. CORDOBA
Comrhissioner é

168 08 the leading ICT-driven econom;
NIC Building BR Rd. Eas! Triangle Daiman. Quezon City
nic @ntic.cov.ph* weew.ntc gov. ph

Email:


Officers of Millawave Systems Corporation

Annual Income Tax Return (BIR Form 1701)

A.

C.

Year 2008 ITR and BIR Tax Payment/Income Statement/
Year 2008 ITR and BIR Tax Payment/Income Statement/
Statement of Management Responsibility

Year 2010 ITR and BIR Tax Payment/Income Statement/
Statement of Management Responsibility/

BIR Form 2316


































i
i
f

ws ET















For inven ed tnetebecs1, 2008

INCOME P 45,200.00

Less: 10% standard apfional deduction - ee

NET INCOME 45,200.00
Balance Sheet.

As of December at, 2008

ASSETS
CURRENT ASSETS
Cash P 48,462.00
NON-CURRENT ASSET
Property and Equipment
TOTAL ASSETS 78,462.00
EQUITY
PROPRIETOR'S EQUITY
Capita} beginning =, P es282:20
Add : Net income: ’ 45,200:00
Total 108,462.00
Less: Personal withdrawais.
Proprietor’s Equity 78,462.00
TOTAL EQUITY P___79.402.90
Certified Correct:

BANK Puck: 4+


=
Ts
is
bo
ae
ca







STATEMENT, QE MANAGEMENT'S RESPONSIBILITY

and atitaxes and other im
eald forthe reporting period, ¢







2B wp Peace







(CURRENT ASSETS.

°"" Sesh

|NON-CURRENT ASSET

Property and Equipment
Equipment, fumiture and fixtures

TOTAL ASSETS

PROPRIETOR'S EQUITY

















‘and ail taxes and other
paid for the:reporting peri







2 RRs mmmmNCNN N55 EEL STEER







RESUME OF STOCKHOLDERS
Eduardo N. Millana
Macrina N. Millana
Marjorie P. Millana

Bobby N. Millana
May N. Millana


EDUARDO NIODA MILLANA
Home Address:

MSI Bldg. P2A Libertad, Butuan City 8600 Philippines
Mobile Phone: +63 919 6556441

Personal £-mail: ed@millana.org

Website: www edmillana com

Office Addresses:

MARJEDS SYSTEMS INC.
MSI Bldg. P2A Libertad, Butuan City 8600 Philippines
Phone: +63 85 8151515

+6385 8157070

Fax No. +63 85 3602000

Website: www.marjeds.com

E-mail: ed@marjeds.com

MARIEDS SYSTEMS INC.
902 One San Miguel Ave. Bldg. San Miguel Ave. Cor Shaw Blvd. Ortigas Center, Pasig City, Philippines
Phone: +63 G2 4709986

Qualification Summary:

More than 15 years experience in Broadcast Communication Electronics, special training earned over
top leading resources, exposure into a large scale and complex projects, experienced in the different
fields of wireless, data and broadband systems with direct exposure into different laboratory
test equipment and computers, practicing professional innovation with the ability to handle
simultaneous task.

‘Specialization:

Research & Development and Systems Integration: broadcast equipment and consumer's product
for digital wireless broadcast and communication, micro-cell, carrier over carrier network and
Satellite communication for commercial and military application.

Product Design and Integration: DVB, 'SOB, ATSC, DAB standard equipment specialized in modulation,
‘muttiplexing, encoding, 1° encapsulation, Mutticasting, Encryption and SEN.

Front-end and RF Oesign: analog and digital TV and FM transmission; modulation, processing, RF power
combining. DC power design, impedance matching, antenna and transmission design.

Microwave RF Engineering: modulation, processing, embedded software integration, encryption and
RF combining.

Embedded software development: MCU logic and flash base firmware, API and middleware.


Design and integration: satellite communication specialized in fixed earth station, transportable uplink,
SAT, on the moveuplink and flyaway.

Programming: PHP, HTML, XML, Ruby, Python, C+, C+4, Visual C++, Java, Peart, and Scala.

Objective:

To utilize my experience and skills with a strong and stable organization that provides growth
‘©pportunity, carrier advancement, technical challenge, professional freedom and good environment.
Present Assignment:

President and CEO of MARIEDS SYSTEMS INC, a Philippine based company specializes i
Broadcast, Communication Electronics equipment Research & Development and Manufacturing.
‘The company is also engage in telecom system integration, management and operation.

Chairman of DIGIPHIL TECHNOLOGY INC, a newly organized Philippine based company engages in
broadcast, telecom, consumer product and equipment manufacturing and distribution,

Chairman of WAVECAST NETWORK INC. 2 newly developed Philippine based company engages in
‘network operation, management, data and content distribution.

Board of Director of FREESKY Technology Lid., a China based a company engage in R&D and
‘manufacturing of ‘satellite consumer's product and embedded software development.

Board of Director of PHILTECH Ltd., @ company based in South Korea engages in R&O and manufacturing
of Microwave and Sateltite transmission equipment.

Achievement:

MARIEDS SYSTEMS INC. is a private Filipino owned corporation with investment in Broadcast Electronics
and Communication. | founded the small company in the city of Butuan, Philippines on 1997 and serves
3s the company's Honorary Chairman. | took aver as CEO in 2002, and have increased the size of
the firm over the years through organic growth and strategic acquisitions. Under my ste wardship,
MARIEDS SYSTEMS INC. became the leading player in the Research and Development of Digital
Broadcast in the Philippine industry.

‘As the majority shareholder of the company, it is my initiative to create several businesses
essentially to launch the first production line of the Philippine manufactured and integrated digital
broadcast equipment under the brand name Digital-ST. DigitalST gained intemational market
reputation in USA, Europe and Asia for the past few years.

‘The company also plans to establish 2 nationwide digital broadcast carrier infrastructure in the
Phifippines after turning into a viable content and telecom partners. The company tends to buyout and
raised substantial capital for investment locally and abroad. MARIEDS SYSTEMS INC. recently put-up two
‘subsidiary companies named WAVECAST NETWORK INC. and DIGIPHIL TECHNOLOGY INC. which trusts is
to setup a full scale electronics consumers manufacturing and commercial cartier network ‘operation.


(MARJEDS SYSTEMS INC. collaborated with loca! and Intemational Corporation as a long term strategic
partner.

In the past decade, MARIEDS SYSTEMS INC. has demonstrated Its ability to deploy technology, capital as
‘well as partner with leading international companies to create and grow businesses in several Industries,

‘Carrier Highlights:

installed over 400 GSM cell sites and microwave links for Smart Communications and Globe Telecom
Constructed over 10 CATV networks nationwide

Installed over 50 commercial FM and TV broadcast stations nationwide

‘Set-up and installed the first 18 Ghz and 28 Ghz MMDS test system In the Philippines

Developed new generation DSS Circuttry for military communication encryption now in the world
market

Designed and developed RF amplifiers utilizing Motorola's MRF, MHW, CA, MHL series modules
for production.

Designed and developed high-power RF amplifiers utilizing NXP chipset.

Developed PayTV CAS & SM software solution and middleware now In the world market under the
brand name VIEWCRYPT.

Developed middleware and AIP for Fujitsu based DVB-S STB in Partnership with Fujitsu Germany
now in the world market.

Developed 18 Ghz RF amplifier for MMOS in collaboration of ALLSAT Germany now in the world market.

Developed 10 Mhz Block-up-converter Reference Oscillator for PHILTECH South Korea now in
‘the world market.

Projects and Engagement with MSI:
2000 MSI designed and produce 120km. range Telephone Line Extender for commercial use.

2001 MSI started the focal assembly of T V and FM Broadcast Transmitter using European
RF sub-modules,

2002 MS! Completed about 150 installed cell sites for Globe Telecom and KEPPEL Communication.
2003 Succeed the local development or RF power modules f or DVB-T/H transmission.
2004 MS! Completed around 300 installed cell sites and Microwave Link for Smart Communication,

2004 MSI Succeed the development of a complete high power DVB-T/H transmitter.


2004 MSI Succeed the design and started producing DVB-S, DVB-T and DVB-C Set Top Boxes through the
cooperation of a China based embedded software company.

2005 MSI Started producing DVB-T broadcast transmission products.

2006 MSI established and expand its operation to China, USA, and Korea and establish cooperation with
known international Distributors.

2007 MSI in cooperation with European and Korean associates opened an International trade name
Digital-ST and started the distribution of digital terrestrial, cable and satellite broadcast product.

2008 MSI successfully developed and integrated new professional tow cost solution and the
Production line of fixed and portable satellite broadcast equipment.

2009 MSI Completed the development of low cost multi-channel Digital Transmitter with BPSK
modulation and MPEG4 encoding for nationwide wireless PayTV.

Manufacturing and Assembly Projects:

Assembly and integration of DVB-T Power Amplifiers utilizing NXP solution.
‘Assembly and integration of DVB-T Drive Amplifiers utilizing Free scale solution.
Assembly and integration of DVB-¥ Exciters and MC units.

Production of low cast OVE video Microwave Link.

Production of 48V 1204 PSU.

Production of 1kW DSP+DDS FM transmitters,

Production of MC panels for Analog TV.

Production of 3kW FM broadband Broadcast Antennas.

Production of DVB-T Broadband Broadcast Antennas.

Production of 1kW and 2kW digital ready TV transmitters.

Production of SKW FM transmitters.

Production of QPSK modulators.

Production of LOMhz reference oscillator units.

Production of Ku-band BUC MU controller units,

Assembly and integration of COFDM modulators.

Assembly and integration of 8 channel MPEG2/4 StatMux Encoders.
Production of Gysel high power UHF cambiners.

Production of UHF Antenna dividers.

Assembly and integration of Sync clock generator.

Integration of DVB-S CAS and APt.

System Integration Projects:

Integration of Ku-band Fly-away satellite uplink using head-end for USA.
Integration of C-band redundant VSAT uplink for Hong Kong.


Supply and integration of Ku-band fixed terminal video uplink for Philippines.
Integration of 20 channel satellite OTH system for Germany.

Integration of 3 channel satetlite uplink for South Africa.

‘Supply and integration of 2 hoops DVB video microwave link for Philippines.
‘Supply and integration of C-band Flyaway for Philippines.

Supply and integration of 4 channel Ku-band Flyaway satellite uplink for Philippines.
Integration of L-band MMDS system for indonesia,

Integration of 12 channe! C-band TV uplink for india.

Supply and instalation of 3kW TV for Phillppines using MSI TV transmitter.

Supply and installation of 1kW FM for Philippines using MS!-DF1200.

‘Supply and Installation of 20 station, 1kW FM using MSI-DF1200.

Supply and installation of a nationwide UHF TV network for Philippines.

Educational Background:

Degree in Electronics & Communications Engineering, University of the East (Manila, Phil.) 1995.
Diploma in Electronics Technology, Guzman Technical Institute (Manila, Phil.) 1991.

Agusan National High School, graduated with honors (Butuan City, Phil.) 1989

‘Vocational Diploma Electronics Technician Course, ANHS Non-format Education (Butuan City, Phil.) 1985
Butuan Central Elem. School, graduated with honors (Butuan City, Phil.} 1985

Special Trainings:

Deita RF Technology: RF Design & Engineering / Reno, USA / 1998

Silicon Valley RF: Electronic RF Design / Arlington Virginia, USA / 1998

Ericson: BTS Installation Training / Manila, Philippines / 1999

Ericson: Microwave Installation Training / Manila, Philippines / 1999

Nokia: BTS and Microwave Installation Training / Manila, Philippines / 2000
Alcatel: Link Budget Design and Microwave Installation / Manila, Philippines / 2000
NK Cables: Cable Termination & Installation / Manila, Philippines / 2001

Fujitsu: MCU Programming / Beijing, China / 2003

DEHOO Technology: Protel-99 Design Automation / Shenzhen, China / 2005

NXP: RF Design and Testing / Shenzhen, China / 2005

Personal Data:

39 years of age, in good health, stands 5’4” in height, weights 65 kilogrem, black hair,
brown eyes, medium built, fair complexion, married with three daughters and one son.


Macrina Nioda Millana
January 14, 1950

P-2A, Libertad, Butuan City
(+63) 948-671-265-2

Education:
1965 Barobo Central Elementary Schoo!
1970 Father Satumino Urios High Schoo!
1973 Accounting

Father Urios College
Working Experience:
2002- Present Board of Director

Marjeds Systems Inc.


Mazjorte Pino Millana \
June 20, 1972

Village li, Libertad Butuan City
(+63) 932-206-428-3

Education:
1992 Bachelor of Elementary Education
Urios College, Butuan City
Working Experience:
1997-Present Teacher tl
Department of Education
2002-Present Board of Director

Marjeds Systems inc.


Bobby N. Millana

January 8, 1979

Vilage Ii, Libertad, Butuan City

(+63) 908-782-633-1

bobg@marieds.com

Education:

1999 Associate in Geodetic Engineering
NORMISIST, Ampayon Butuan City

2002 Electronics and Communication Engineering
Saint Joseph Institute of Technology

Working Expertence:

2005-Present InstallerfTechnician

Marjeds Systems Inc.


May Nioda Millana
August 19, 1980

may_millana@hotmail.com

Education:
2003 Bachelor of Secondary Education
Father Saturnino Urios University
Working Experience:
2006-2009 Teaches |
Department of Education
2009-Present Instructor |
‘AMA Computer Leaning Center
Butuan City
2005-Present Board of Director

Marjeds Systems inc.


FINANCIAL & ECONOMIC FEASIBILITY STUDIES

FOR THE PROPOSED

1.0 Kw. FM RADIO BROADCAST STATION
IN

SINDANGAN, ZAMBOANGA DEL Ni ORTE

(A FIVE-YEAR DEVELOPMENT PLAN)

MILLAWAVE SYSTEMS CORPORATION
Proponent


SINDANGAN, ZAMBOANGA DEL NORTE
A Broadcast Economic Profile
I. INTRODUCTION
Profitability is a requirement of business survival. Viability is the pre-condition towards
profitability. In more certain terms, economic viability spells out the basic assumption which
leads to the firm's profitability. In other terms can an enterprise be profitable if the total business
milieu does not permit viability. Nevertheless, it must be noted that economie viability takes 4

different dimension from industry to industry.

The profitability of the enterprise speaks much of its initial action to set-up business.
Project costs, various income assumptions, projected income over a long period and payback
Period are just some of the more salient points to describe the profitability state of the proposed
1.0 Kw FM radio station in Sindangan, Zamboanga del Norte.

‘The economic environment of radio broadcast media today presents both an opportunity
and threat to station operators. Profitability as a business requirement has become pronounced
than ever. Changes in mass behavioral patterns have witnessed consequent adjustments in the
Program services of stations to vie enterprise have suffered financial losses due to ineptitude.

Others, too, seem to follow suit.


It is in this current state of the business environment that would-be operators shy away
from the industry. Unprofitability has automatically shelved feasibility studies to await better
business prospects. Those who have remained in operation display greater resilience and resolve
as they rise above the objectives of viability and profitability. They have, as one pundit puts it,

addressed themselves to the call of public service

‘The operation of FM Broadcast station is a type of enterprise that addressed to serve the
Public good. And why is this so? The people own the airwaves and itis the state, through the
government who supervises and regulates the use of this domain. Hence, an entity granted and
Privilege to use the airwave must, for all intent and purposes, extend to the public that type of

service that would serve and promote its interest and safeguard its welfare.

I. OBJECTIVES AND SCOPE OF STUDY

The objectives of this study are the following:
a. Verify the need to provide radio program services in Sindangan;
b. Highlight the demographic profile of the area

¢. Present basic issues on Economic Viability


ee
ee,

ra ee

Armed with this set of objectives, the Study is presented in the following manner:
1. Size and Profile of Market Audience:

a. population
b. age group

©. occupation/various source of income
4. average family income/expenditures
¢. household ownership of radio sets
2. Size and Profile of existing radio stations in the area
a. number
b. sharing on Sindangan gross revenue
¢. share of AM and FM service
3. Program Profile of Sindangan’s stations and the imperatives for
market

MARKET AUDIENCE:

Sindangan is mentioned as the regional market for goods and services. The rationale for

this is its population growth rate. Table I shows the profile:


TABLE 1

Sindangan, Zamboanga del Norte Population
Ave. Growth of 1.34% Per Annum

Year Population
2005 118,007
2006 719,694
2007 121,405
2008 123,141
2009 124,901
2010 127,142 ~|
2011 128,731
2012 130,340
2013 T 131,969
2014 133,618
2015 135,669
I

(Source : NCSO Population Projection, Medium Assumption)


ee es ee Oa

Zamboanga del Norte, like other Province in the Philippines is primarily composed of

young people, This is shown in Table II:

TABLE 0
Age Grouping of Zamboanga del Norte Province
(As of 2005)

AGE GROUP MALE FEMALE
0 - 4 62,918 60,557
5 - 9 59,248 57,136
10 - 14 55,550 54,036
15 - i9 51,577 50,027
20 - 24 46,711 45,113
25 - 29 42,744 40,256
30 - 34 35,403 31,845
35 - 39 30,381 29,377
40 - 44 25,363 24,658
45 - 49 22,041 21,469
50 - 54 17,554 18,471
55 - so 13,335 13,249
6 - 64 10,263 11,012
65 - 69 7,804 8,418
70 - 74 4,987 5,877
75+ 4448 6,184


With a total houscholds of 23,347 in year 2007, Sindangan boasts of a labor force of
32,300 skilled and semi-skilled workers. This does not include the unreported casual and

temporary employment of other members of the household as farm and factory workers.

Gleaned with the average size of the family in the area, Sindangan holds on to 5.0
members per household. This totals 23,347 houscholds for an estimated combined annual family
income of P245.1 million and an expenditure of P210.8 million. In terms of trade, the
mentioned amounts represents the gross value of the money available with the consumers to
prope] the town of Sindangan into a Major center of economic activity. The latest count shows
21,012 households or 90 percent of the total household owns at least one radio set. Of these
umber, 80% are owned by the so called C and D economic classes. Such classes represent the
‘mass audience composed of workers in the agro estates and factories. ‘The remaining number of

the estimated total number of sets are owned by the well-to-do householders,

TABLE Il
Household Socio-Economic Class

Sindangan, Zamboanga del Norte

Monthly Family Income “% Household No. of Household
AB (Php 25,000 +) 2.0% 466
C Php 6,001-25,000) 14% 3,268


D (Php 3,001-6,000) 45% 10,506

E (Php3,000 less) 39% 9,105

TABLE Iv
The Broadcast Environment
As of December 2009, there is only one (1) FM radio broadcasting station existing in

Sindangan, Zamboanga del Norte operated by Manila Broadcasting Company (DXRE-FM, 92.1
MHz)

FINANCIAL STUDY

The total cost of the project witl be P 1,000,000.00 of which P 500,000.00 goes to the
Purchase of transmitter, P 200,000.00 for the Purchase of antenna, P 250,000.00 for the studio
equipment and the remaining balance of P 50,000.00 is for the office furniture and fixture,

‘The basic assumption of our financial study which evaluates the financial viability of the
Project are as follows:

1. There are 4.5 spots/br available

2. Air time rate shall be P 200.00 per 30 second slot

3. Only 20% of the total available air time could be sold

4. The said station shall broadcast 20 hours per day

5. Only 80% of air time sales will be collected


6. Operating expenses is projected at 7% per annum.

7. Taxes are also computed at 7% increase per annum

RESULT OF FINANCIAL S TUDY

The attached Projected Income Statement shows that the station can generate a Gross
Income of P 1,036,800.00 on year | on the assumption that only 20% of the available air time
can be sold at P 200.00 per 30 second slot. Sales are expected to increase by an average of 15%
Per annum due to scheduled increase in air time rates. On the second year, the revenue could
now reached P 1,192,320.00 and for the fifth year of operation, the station could generate a

fevenue of P 1,813,370.

The net income for the first year of operation is projected to be P 82,800.00 and shall
increase to P 549,429.00 by year five. This increase is based on the assumption that the operating
capital shall be maintained at a rate of 7% per annum.

For a complete understanding of the financial Projections of the study, please refer to
Annexes A,B, C and D.


FINANCIAL ANALYSIS

compared to other alternative investment open to the company. In this particular study, the
average retum of investment is estimated at 29.97% Per annum. This ROI is fairly attractive in
a8 much that in other business endeavor, the ratio will farely go about 18% per annum. Itis also
emphasized that the figures in this study are all conservative. So, in all probability, the actual
income of this Project would exceed those already projected,

FUNDING REQUIREMENTS

Applicant, MILLA WAVE SYSTEMS CORPORATION, intends to finance this
Project thru additional capital infusions from their stockholders

a ret cert sce


CONCLUSION:

This study is made to determine the economic viability of Sindangan, Zamboanga del
Norte and to answer the very basic question on how the town of Sindangan fered with the entry
of this new FM station.

The foregoing explanations, tables and figures in this study are carefully presented in
order to arrive at the conclusion applicable to MILLAWAVE SYSTEMS CORPORATION in
setting up a new FM broadcast station. This study also shows that the local economy in
Sindangan is healthy enough to absorb this new station,

Finally, all the resulting benefits from the setting up of a new FM station in Sindangan
clearly outweigh any disadvantage, in terms of greater employment generated, larger

revenue for the local government, increase dissemination of information in the area and it will
surely give the people of Sindangan the benefit ofa hometown radio station

comparable to existing stations in the Region in onder to satisfy their requirement in

entertainment and information.



Exhibit |
Five Year Income Projection

YEAR 1 Yee e YEARS

S (Php) 7,036 800.00 7.182,320.00 T.a7T 168.00
Less: Operating Expenses
Commission 282,500.00 312,975.00 334,888.00
Heat, Light and Water 50,000.00 53,500.00 57,245.00
Salaries, Bonuses and Allow. 494,000.00 543,400.00 548,834.00
Rental 40,000.00 42,800.00 45,796.00
Transportation/Travelling 15,000.00 16,050.00 17,173.00
Representation Enter 15,000.00 16,050.00 17,173.00
Advertising and Promotion 18,750.00 20,082.00 21,468.00
Depreciation 10,000.00 10,000.00 10,000.00
Taxes 18,750.00 20,062.00 21,486.00
Total 964,000.00 1,034,899,00 1,074,047.00
Net income 82,800.00 187,421.00 297,127.00

Note: Operating Expenses

rojacted to Increase by 7% per annum except depreciation expense


Exhibit 2
Total Project Cost

ASSETS:

Transmitier
‘Antenna Tower

Studio Equipment
Office Furniture/Foure

TOTAL

cost
{Php}

$00,000.00
200,000.00
250,000.00

50,000.00

P 1,000,000.00


Exhibit 3
Financial Analysis

A. RETURN OF INVESTMENT (ROI NET INCOME
TOTAL PROJECT COST
NET INCOME Rt
(Php) he)
q 82,800.00
Ht 187,421.00
mn 297,127.00
Vv 411,860.00
lv 549,429.00
Total Net income 1,498,637,00
‘Totat Project Cost 1,000,000.00
Ave. Net income (299,727.00

Ave. ROI 29.97%


Exhitit 4
Manpower Requirement and Salaries.

SALARY

Position Per Month Per Annum
(Php) {Php)
[OPERATIONS :
‘Station Manager 12,000.00 156,000.00
Discjockey 18,000.00 208,000.00
(2x P8,000)

TECHNICAL DEPT. ;

52,000.00

494,000.00

Note:
* include 13th month pay
‘satiaries and wages are expected to increase by 7% per annum



FREQUENCY FEASIBILITY STUDY
AND DETERMINATION OF FIELD INTENSITY CONTOURS.

POSED STATION PARTICULAR:

Location : Sindangan. Zamboanga de! Norte
Frequeney/Channel : 94.5 Mhz
Power : 1 Kw (ERP = 2.1 Kw]
Antenna Height: 150 Ft.
Antenna Gain : 3.2aB
HO FI ICY PROTECTION RATIOS:
0 7
200
400 &Q du : 80 dBy

The nature and extent of protection from interference accorded the fM.
broadcast stations is limited solely to that which resulls from the application of the radio
frequency protection ratio.

FIELD INTENSITY:

R.F. SIGNAL
60 dBy {imv/m}
15 dBu (5.62 uv/m),
53 dBu (0.4466 mv/m}
80 dBu (10 mv/mn)
48 du (251 uv/m)

SIGNAL STRENGTH (KM)

IMUM DISTANCE SEPARATION REQUIREMENTS :
NEAREST CO-CHANNEL STATION:

DXRB-FM / 0.5 Kw (ERP = 1.05 Kw} / Tacurong, Sultan Kudarat

Aeriat Distance Separation = 250 Km

Minimum Distance Requirement = 138 km


FOR 400 KHZ ADJACENT STATIONS :

DX22-FM / 5 Kw (ERP = 15 Kw) / 94.1 Mhz / Dipolog City

Aerial Distance Separation = 46Km
Minimum Distance requirement = 34Km
DETERMINATION OF EFFECTIVE RADII ARE

ANT. HEIGHT = 150 Ft.
POWER = 1 Kw (ERP = 2.1 Kw]

FOR PRIMARY (60cBu / 1 mV/m)
Radius = 17 Km

FOR SECONDARY (48 dBu / 251uV/m}
Radius = 33 Km

TECHNICAL CONCLUSION:

from ihe above calculations, it would be shown that the proposed | Kw FM
Radio Station in Sindangan, Zamboanga dei Norte meets the minimum distance

requirement hence the proposed station is technically feasible and will cause no harmful
interference.


PREDICTION OF SERVICE AREA AND OF INTERFERENCE

FM RADIO BROADCAST STATION
CALSGN : _ tage FREQUENCY: _245__ Mw. CHANNEL:
[OCATION OF TRANSMITTER (Ds
TMIARGMITTER POWER. lowats COPECTVE DATED POWER’_BL_ Kiowa
ANTENNA HEIGHT = 150 Feet HAAT ANTENNAGAIN: 32 a8

‘TYPE OF ANTENNA: —Choulacy Polaries
NO. OF BaYS:__4

EXTENT OF FIELDS 1M SULDSMETERS,
Deaton | weebo sion | $3 860; eas uhm Bo a8u fowl ae Bien
7k. 124 tm 25en, ‘6xm 336m

{AASIC CONSIDERATIONS:

4. Appecations for FMA BROADCAST AUTHORIZATIONS must show two fed strength contours, these are the 48 @Bu [251 uv/m}
‘ed the 60 €Bu {1 mu/m) contours

2. THE ALLOCATION PROTECTION RATIOS FOR FM BROADCASTS ARE AS FOLLOWS:

FREQUENCY ADIACENCY | FREQUENCY SEPARATION RE SIGNAL RATIO [RF PROTECTION RATIO ah

Boa: 15 da

co-channe, 0 tein seeeym 5
THIRST ADIACENCT Tow Cea: 53 du

[UPPER OR LOWER} ene A466 eer u
‘SECOND ADJACENCY oO ‘COdu: 9.680

{LOWER OR UPPER) amen 1D rmvfen xd

3. reciting the stance to the freld strength contours (EXTENT OF FELOS) ~F {50,50} FM CHANNELS FIELD INTENSITY CHART
(FCC) may be used. The chart is based on an ERP of ane bkowatt. Far ether values of ERP, the accompanying siders shal be
ues. The distance mikes obtained from use of Cre charts commer tn klometers by rullighving male by £609

‘4 INTERFERENCE 1S IMMINENT when the aggregate sum of the “extent of Fed’ of two stations {based on thet frequency
‘separation and RF grtestion rato} recer thant the pyc! tae between Bes to satons

LO-Cranenss STATIONS ‘LOCATION OF Kaonarens | _Exree oF Fans Asanscare | werempememct
Renitied awa o as {Kua} ((fes.am mo}
{City Fowm, Prenewac) Ses oo
Taearong Suga Resort [eae cs
Kato, Allan sas ase as ry
Ey
ou
Cagayan de Oro Gay a re cy
TB, Zambos Soy 7 |
Cet y a ry
Davee Gy ns] ne
Tambnangs ica] 95 Ne
@
ou
—- —
5 Tipaiog ey — = = rn =
16 Pagadian Sty [os [3 En me
os Balaban, Cobo ca 2 te
fy | 949] 31 | —Xabacan, Nort Cons ws | 2 ho

asec on the aggregate sum of the ‘Extent of Fits’ of the proposed station and its co-channel/adjacent stations, imterference
‘s natioennert._ [signal are attenuated by the presence of natural abstraction)

—

CERTIFICATION ‘ORY SEAL

| cary that ‘have prepared this section of this application on behalf ofthe applicant, ans
‘at ahtes such preparation, Ihave examioud and found ft to be acarate and true tothe best of

sy knowledge and bebe
tame "ress
Seate PRC Reg: Re. —

bk PTH Me.
Tekaboratin «/ epplnant (ag Conaating | Issued on
9) sued at



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BAY 3 | Bay 2 Bay 1
[oT a em APERTURE = —— +

FMS INTERBAY ———..

BAY SPACING

im TYPICAL

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RADIATING
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{INPUT LENGTH

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TOP c

PRESSURE RELIEF PLUG MOUNTING BRACKET

TYPICAL 5 PLACES

CALL LETTERS:
FREQUENCY:
DATE:

Mhz

TOWER LEG

INPUT TUNER

DIMENSIONS:
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BAY SPACING:

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INPUT LENGTH;

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* FM Broadcast Antenna
Medium Power PENETRATOR

This FM anteana is the medium power version of
the JHPC antenna, which has become an industry standard for
quality and performance. Each bay consists of a JHPC style
radiating element with 3 15/8 inch shunt feed line supported b ye
8 galvanized steel mounting bracket; standard round feg mount
ing brackets for a uniform face tower are included with each
antenna. Silver plated inner conductor connectors are used
throughout for maximum contact life and minimum power joss.

Excellent Performance for Stereo and
SCA Operation

Excellent VSWR Bandwidth

Rugged Mechanical Construction
and mounting

True Circular Polarization
Frequency Range 88-108 MHz

Factory Tuned on.a Similar Mounting
Structure

DC Grounded at Every Bay for Maximum
Lightning Protection

Made With Marine Brass and Copper for
Long-Lasting Performance



9.00 M. ‘ioe + 5.00M

STUDIO

12,00

OFrice

FM BROADCAST STATION
FLOOR PLAN

BEALE 1 100m.

Kitemott-nose mater

Z <a De
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Yollmeter Frequency mete
poweeaaecrnic | SUSTOMAUILY MAIN POWER
MAN'SeRVICE Roe | “SwirenBoany
'
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TUDO BROADCAST ALL SpART
TRAM ER - Sean EQUIRIENT Chien oan”

SIRCOROTTIONNG
SINGLE LINE MAIN FEEDER DIAGRAM

NOT TO SCALE