C07074-2023

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 4-23 - Mergers and Consolidations References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 and/or Section 5 of the Revised Disclosure Rules

Subject of the Disclosure

Merger of Chemical Industries of the Philippines, Inc. CIP with Seven (7) Companies, with CIP as Surviving Entity
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 proposed merger of CIP with seven (7) companies, namely Unioil Group Inc., Addventure Properties Inc., Citiworld Properties and Development Corporation, Exquadra Inc., Quantumlink Realty Corp., Buklod Realty Corporation, and Rivertanks Inc. (collectively, "Constituent Companies"), with CIP as surviving corporate entity (the "Merger").

The Merger was 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, the Board 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 N/A
Date of Approval by Securities and Exchange Commission TBA
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

In line with the strategic direction for CIP to become an investment holding company and considering that the Constituent Companies own, hold, and manage various assets for the same ultimate beneficial owners and are part of one group, it is deemed advisable to merge the eight companies, in order to achieve greater efficiency and economy in management and operations.
Description of the transaction including the timetable for implementation and related regulatory requirements, if any

The Merger of CIP and its affiliated companies, with CIP as the surviving entity was approved by the Board of Directors on August 24, 2023. The Merger was subsequently approved by stockholders holding at least 2/3 of the outstanding voting capital stock of CIP on September 21, 2023.

The Merger will be subject to the approval of the Securities and Exchange Commission (SEC) and confirmation of non-coverage for being an internal restructuring by the Philippine Competition Commission.

The timetable for implementation of the Merger including effective date will depend on timeline of regulatory approvals.
Identities of the parties to the transaction
Name Nature of Business Nature of any material relationship with the Issuer, their directors/officers or any of their affiliates
Unioil Group Inc. Investment Company Indirect shareholder of CIP through Quantumlink Realty Corporation; Certain common directors and officers
Addventure Properties Inc. Realty Company Indirect shareholder of CIP through Citiworld Properties and Development Corporation; Certain common directors and officers
Citiworld Properties and Development Corporation Realty Company Direct shareholder of CIP (12.78%); Certain common directors and officers
Exquadra Inc. Realty Company Direct shareholder of CIP (12.78%); Certain common directors and officers
Quantumlink Realty Corp. Realty Company Direct shareholder of CIP (12.78%); Certain common directors and officers
Buklod Realty Corporation Realty Company Same controlling shareholders; Certain common directors and officers
Rivertanks Inc. Realty Company Same controlling shareholders; Certain common directors and officers
Terms and conditions of the transaction
Plan of merger

TBA
Ratio of exchange of shares

TBA
Basis upon which the exchange ratio was determined

TBA
Number of shares subject of the merger

TBA
Timetable

Definite timetable for implementation of the merger cannot be determined at the moment as the Merger is subject to regulatory approval of the SEC.
Conditions precedent to closing of the transaction, if any

The completion of the Merger is subject to the following:
1. Approval by stockholders of the constituent companies;
2. Confirmation of non-coverage by the Philippine Competition Commission
3. Final approval of the merger by the SEC
Procedures for exchange

TBA
Description of the company subject of the transaction
Nature and business

Please see attached Annex A.
Discussion of major projects and investments

Please see attached Annex A.
List of subsidiaries and affiliates, with percentage holdings
Name % Ownership
Please see attached Annex A. -

Capital structure

Authorized capital stock
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A. - -
Subscribed Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A. - -
Paid-Up Capital
Amount Please see attached Annex A.
Number of Shares -
Issued Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A. - -
Outstanding Shares
Type of Security /Stock Symbol Amount Number of Shares
Please see attached Annex A. - -
Par Value
Type of Security /Stock Symbol Amount
Please see attached Annex A. -
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Please see attached Annex A. - -
Board of Directors
Name (Regular or Independent)
Please see attached Annex A. Please see Annex A.
Principal Officers
Name Position/Designation
Please see attached Annex A. Please see attached Annex A.
Effect(s)/impact on the business, financial condition and operations of the Issuer

As a result of the Merger, the assets, rights, and liabilities of the seven absorbed companies will accrue to and be owned by CIP as surviving entity. In exchange, common shares of CIP will be issued to the shareholders of the absorbed companies. The Company believes that the Merger will be value-accretive to the shareholders of CIP.
Other Relevant Information

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

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