C07072-2023

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)
Sep 21, 2023
2. SEC Identification Number
14812
3. BIR Tax Identification No.
000-110-888-000
4. Exact name of issuer as specified in its charter
CHEMICAL INDUSTRIES OF THE PHILIPPINES, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
CHEMPHIL BUILDING, 851 A. ARNAIZ AVENUE MAKATI CITY Postal Code 1229
8. Issuer's telephone number, including area code
(02) 8687-8877
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 STOCK P10 PAR VALUE 10,296,601
11. Indicate the item numbers reported herein
Item 9

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.

Chemical Industries of the Philippines, Inc.CIP

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendment of Fourth and Seventh Articles of the Articles of Incorporation
Background/Description of the Disclosure

At the Annual Stockholders’ Meeting held today, September 21, 2023, stockholders of Chemical Industries of the Philippines, Inc. (CIP) approved the amendments to CIP’s Articles of Incorporation (AOI), as follows:

1. Increase CIP’s authorized capital stock from Php190 Million to Php 2 Billion to accommodate the shares which will be issued as a result of the proposed merger of the Company with 7 affiliated companies, and the corresponding amendment to the Seventh Article of the AOI;
2. The denial of pre-emptive rights of shareholders to allow flexibility in issuances of shares by the Company, and the corresponding amendment to the Seventh Article of the AOI;
3. Further expansion of CIP’s primary purpose as an investment holding company for various sectors and not just for real estate, and the amendment of the Fourth Article of the AOI.

The detailed amendments are set forth below.

The Amendments were previously approved by the Board of Directors of CIP on August 24, 2023.

The Corporation is authorized to issue new shares in exchange of the assets to be received from the absorbed companies as a result of the Merger. However, as of the meeting date, CIP has yet to determine the final number of shares to be issued in totality and to each of the absorbed companies, and there is a possibility that the number of shares to be issued may be adjusted. The relevant terms and agreements on the transaction are yet to be determined.
Date of Approval by
Board of Directors		 Aug 24, 2023
Date of Approval by Stockholders Sep 21, 2023
Other Relevant Regulatory Agency, if applicable N/A
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article No. From To
Fourth PRIMARY PURPOSE (a) To invest in, hold, own, purchase and otherwise acquire interests in corporations, associations, and other entities engaged in the development and business of the chemical industry, its allied industry as well as in agricultural and commercial enterprises; and to provide management, corporate planning, marketing, research and development, technical support and other services necessary or convenient in and about the conduct and operation of the business of such industries and enterprises. PRIMARY PURPOSE To operate as an investment holding company and invest in, purchase, or otherwise acquire and own, hold, sell, assign, transfer, mortgage, pledge, exchange, or otherwise dispose of real property and personal property of every kind and description, including shares of stock, bonds, debentures, notes, evidences of indebtedness and other securities or obligations of any corporation or corporations, association or associations, domestic or foreign, for whatever lawful purpose or purposes the same may have been organized and to pay thereof in money or by exchanging thereof stocks, bonds, and other evidences of indebtedness or securities of this or any other corporation, stocks, bonds, debentures, contracts, or obligations, to receive, collect and dispose of interest, divid
Seventh SEVENTH: That the capital stock of the said corporation shall be ONE HUNDRED NINETY MILLION PESOS (P190,000,000.00), Philippine currency, and said capital stock is divided into NINETEEN MILLION (19,000,000) shares at the par value of TEN PESOS (P10.00) each. SEVENTH: That the capital stock of the said corporation shall be TWO BILLION PHILIPPINE PESOS (P2,000,000,000.00), Philippine currency, and said capital stock is divided into TWO HUNDRED MILLION (200,000,000) shares at the par value of TEN PESOS (P10.00) each. No stockholder of the corporation shall have any pre-emptive right to subscribe and/or purchase any stock of the corporation, including any additional or increased stock, of any class, whether now or hereafter authorized.
Rationale for the amendment(s)

The proposed amendments to the AOI are made in connection with the proposed 8-way Merger of CIP with Unioil Group Inc, Addventure Properties Inc., Citiworld Properties and Development Corporation, Exquadra, Inc., Quantumlink Realty Corp., Buklod Realty Corporation, and Rivertanks Inc., with CIP as surviving corporate entity (the "Merger").

The amendment to the Fourth Article of the Articles of Incorporation is being made to expand CIP’s primary purpose into an investment holding company for various business sectors and not just in real estate.

The amendment to the Seventh Article of the Articles of Incorporation is being made to reflect the increase in authorized capital stock to Php 2 Billion and to expressly deny preemptive rights of stockholders, so the Company can issue shares in exchange to assets received as a result of the Merger.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC TBA
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The expansion of CIP’s primary purpose as an investment holding company will allow the Company to venture into other business lines, including but not limited to, realty, oil, logistics, power, and technology.

The increase CIP’s authorized capital stock to from Php 190 Million to Php 2 Billion to accommodate the shares which will be issued as a result of the 8-way Merger.

The denial of pre-emptive rights of shareholders will allow flexibility in issuances of shares by the Company.
Other Relevant Information

Previous disclosure is being amended to reflect stockholder approval of the amendments to the Articles of Incorporation during the Annual Stockholders’ Meeting on September 21, 2023.

Please see attached report.
Filed on behalf by:
Name Nancy Ocampo-Omadto
Designation Compliance Officer