C00732-2024

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Feb 14, 2024
2. SEC Identification Number
CS200321240
3. BIR Tax Identification No.
227-599-320
4. Exact name of issuer as specified in its charter
CEBU LANDMASTERS, INC.
5. Province, country or other jurisdiction of incorporation
CEBU CITY, CEBU PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
10th FLOOR, PARK CENTRALE TOWER, JOSE MA. DEL MAR ST., CEBU I.T. PARK, BRGY. APAS, CEBU CITY, PHILIPPINES Postal Code 6000
8. Issuer's telephone number, including area code
(032) 231-4870
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON SHARES 3,465,201,467
11. Indicate the item numbers reported herein
Other items

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Cebu Landmasters, Inc.CLI

PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Special Stockholders Meeting
Background/Description of the Disclosure

Resolutions approved at the Special Stockholders Meeting held on 14 February 2024. Please see the attached disclosure.
List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer
Name of Person Shareholdings in the Listed Company Nature of Indirect Ownership
Direct Indirect
N/A - - N/A
External auditor N/A
List of other material resolutions, transactions and corporate actions approved by the stockholders

Notice is hereby given to The Philippine Stock Exchange, Inc. (“PSE” or the “Exchange”), the Philippine Dealing & Exchange Corp. (“PDEx”), and the public that the leading VisMin developer Cebu Landmasters, Inc. (“CLI” or the “Company”) held its Special Stockholders Meeting today, February 14, 2024, and the following resolutions were duly adopted and approved, to wit:


1. Approval of CLI’s Public Offering of the Offer Shares

“BE IT RESOLVED, as it is hereby RESOLVED, that the shareholders of Cebu Landmasters, Inc. (“CLI” or the “Corporation”) approve and authorize, as it hereby approves and authorizes, CLI’s public offering (the “Offer”) of up to 3,000,000 Series “A” Preferred Shares with an oversubscription option of up to 2,000,000 Series “A” Preferred Shares, to be issued from its unissued Series “A” Preferred Shares (collectively, the “Offer Shares”) and to be issued at an offer price of Php1,000 per share. The Offer Shares which are redeemable starting on the 4th anniversary of the issue date, or on any Dividend Payment Date thereafter, will be denominated as Series A-1 Preferred Shares, while those which are redeemable starting on the 7th anniversary of the issue date, or on any Dividend Payment Date thereafter, will be denominated as Series A-2 Preferred Shares (for purposes of this Offer and unless the context otherwise provides, the Offer Shares may also be referred to as the “Series “A” Preferred Shares”)”;

2. Approval and confirmation of the delegated authority to the Board of Directors

“RESOLVED, FURTHER, that the shareholders approve and confirm, as it hereby approves and confirms, the delegation to the Board of Directors of the power and authority to determine the manner of issuance, sale, and distribution of the Series “A” Preferred Shares and the Terms and Conditions of the Offer”;

3. Adoption and approval of the other resolutions of the Board of Directors during its meeting held on 08 January 2024.

“RESOLVED, FURTHERMORE, that the shareholders adopt and approve, as it hereby adopts and approves, the other resolutions of the Board of Directors during its meeting held on January 08, 2024”

The aforementioned resolutions were duly approved by CLI stockholders present at the meeting constituting 76.30% of the outstanding capital stock.
Other Relevant Information

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Filed on behalf by:
Name Larri-Nil Veloso
Designation AVP-Legal