Archemicals Corp.

December 10, 2019 CERTIFICATE OF TAX EXEMPTION NO. 781-19 CERTIFICATE OF TAX EXEMPTION TO ALL WHOM IT MAY CONCERN : This certifies that ARCHEMICALS CORP. , with Tax Identification Number 000-000-000, is exempt from income tax and creditable withholding tax on its income received directly in connection with the sales of Biodiesel from its registered project, Renewable Energy Developer of Biomass Resources (Manufacturer of Biodiesel), with capacity of 15 Million Liters located in Brgy. Natumolan, Tagoloan, Misamis Oriental, a project duly registered with the Board of Investments (BOI) under Registration No. 2017-024 dated January 19, 2017, for a period of seven (7) years beginning from date of actual commercial operation as certified by the Department of Energy but in no case earlier than the date of registration with the BOI, pursuant to Executive Order No. 226, otherwise known as the "Omnibus Investments Code of 1987" and Section 2.57.5 (B) (2) of Revenue Regulations No. 2-98, as amended. The exemption, however, from income tax and creditable withholding tax does not cover revenues from the sales of Crude Glycerin, C810 Methyl Ester and Acid Oil . The grant of tax exemption herein is subject to the compliance with the provisions of applicable BIR rules and regulations and the Terms and Conditions stated at the back hereof. The Company is liable, however, for all other applicable taxes not discussed above. This Certificate of Tax Exemption is being issued on the basis of the facts and documents as represented and submitted. However, if upon investigation, the BIR ascertains that the facts are different, then this Certificate shall be considered null and void. Issued this 10th day of December, 2019. (SGD.) CAESAR R. DULAY Commissioner of Internal Revenue ATTACHMENT TERMS AND CONDITIONS OF THE CERTIFICATE OF TAX EXEMPTION 1. The exemption from income and creditable withholding taxes covers only income directly attributable to the revenues generated from the registered project, Renewable Energy Developer of Biomass Resources (Manufacturer of Biodiesel), with capacity of 15 Million Liters . The ITH does not cover revenues from the sales of Crude Glycerin, C810 Methyl Ester and Acid Oil. 2. The Company is mandated to observe the following production schedule: Year Sales Volume (Liters) Average Selling Price (PhP) per Unit Total Projected Sales Value (PhP Million) Y1 4,999,500 __________ __________ Y2 13,770,000 __________ __________ Y3 13,770,000 __________ __________ Y4 13,770,000 __________ __________ Y5 13,770,000 __________ __________ 3. Pursuant to Section 4 of Republic Act (RA) No. 10708, 1 the Company is required to file its tax returns and pay its tax liabilities, on or before the deadline as provided under the 1997 Tax Code, as amended, using the electronic system for filing and payment of taxes of the BIR. It shall file with BOI a complete annual tax incentives report of its income-based tax incentives, VAT and duty exemptions, deductions, credits or exclusions from the tax base, as may be provided under E.O. 226, within the periods prescribed under R.A. 10708's Implementing Rules and Regulations and Joint Memorandum Circular No. 1-2016 dated September 1, 2016. 4. The Company shall be constituted as a withholding agent for the government if it acts as employer and any of its employees received compensation income subject to compensation withholding tax, or if it makes payments to individuals or corporations subject to the withholding taxes as source as required under Chapter XIII and Section 57 of the Tax Code of 1997, as amended and implemented by Revenue Regulations (RR) No. 2-98 , as amended. 5. The Company is required to file on or before the 15th day of the fourth month following the close of its accounting period a Profit and Loss Statement and Balance Sheet with the Annual Information Return under oath, stating its gross income and expenses incurred during the taxable year. 6. Finally, the Company's books of accounts and other pertinent records shall be subject to periodic examination by revenue enforcement officers of this Bureau for the purpose of ascertaining whether it is complying with the conditions under which it has been granted tax exemption or tax incentives and its tax liability, if any, pursuant to Section 235 of the Tax Code of 1997, as amended. Footnotes 1. An Act Enhancing Transparency in the Management and Accounting of Tax Incentives Administered by Investment Promotion Agencies.