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)
Oct 18, 2023
2. SEC Identification Number
AS095-006755
3. BIR Tax Identification No.
004-513-153
4. Exact name of issuer as specified in its charter
TRANSPACIFIC BROADBAND GROUP INTL, INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Bldg. 1751 Chico St. Clark Special Economic Zone, Angeles PampangaPostal Code1610
8. Issuer's telephone number, including area code
+63277170523
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
379,562,200
11. Indicate the item numbers reported herein
1
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.
Transpacific Broadband Group Int`l. Inc.TBGI
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
MINUTES OF THE ANNUAL STOCKHOLDERS MEETING OF TRANSPACIFIC BROADBAND GROUP INT’L. INC. HELD ON OCTOBER 18, 2023, 1:30PM VIA ZOOM MEETING AT 8TH FLOOR, SUMMIT ONE TOWER, 530 SHAW BLOULEVARD, MANDALUYONG CITY
Background/Description of the Disclosure
1. Call to Order. The Chairman, Mr. Arsenio T. Ng, called the meeting to order at 1:30PM
2. Notice of the Meeting. The Corporate Secretary certified that the Notice of the Annual Stockholders’ Meeting and Definitive Information Statement were sent on September 1, 2023 and September 14, 2023 respectively via (1) Disclosure in the PSE Edge system, (2) Disclosure in the Company’s website, (3) Publication in two (2) newspapers Daily Tribune and Malaya both on September 18 and 19, 2023, and (4) via email upon request of stockholders.
3. Determination of Quorum. The Corporate Secretary certified that a quorum existed with 55.62% or 2,111,017,070 shares of the issued and outstanding shares were present in person or by proxy.
4. Instructions on Rules of Conduct, Voting Procedures and Voting Requirements. The Corporate Secretary explained the rules of conduct, voting procedures and voting requirements of the meeting via (1) show of hands or (2) registration and voting in absentia. Registration form and/or proxy forms were sent to stockholders that signified their intent to join the meeting via email or via downloadable form in the company website with a deadline of submission on October 11, 2023. Other questions are to be taken up under “Other Matters.”
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
Arsenio T. Ng
1,712,370,990
0
N/A
Hilario T. Ng
4,008,040
0
N/A
Ardi Bradley L. Ng
100,000
0
N/A
Simoun S. Ung
10,000
0
N/A
Paul B. Saria
258,040
0
N/A
Hyland Si
5,000,000
0
N/A
Paul C. Cheah
10,000
0
N/A
External auditor
R.R. Tan and Associates
List of other material resolutions, transactions and corporate actions approved by the stockholders
5. Approval of the Minutes of Meeting of 2022. The Assistant Corporate Secretary presented an electronic copy of the previous minutes of the meeting held on September 28, 2022. On motion duly made and seconded, the minutes of meeting of the previous meeting held on September 28, 2022 is duly ratified by the Stockholders.
6. Report of the President and Presentation of the Audited Financial Statements. The President, Arsenio T. Ng instructed the Chief Operations Officer, Paul B. Saria to present the report and the Audited Financial Statements ending December 31, 2022 of the Corporation. Stockholders noted the President/Annual Report and the Audited Financial Statements ending December 31, 2022 without objections.
7. Ratification of the Acts of the Board of Directors and Officer. The Corporate Secretary announced that stockholders’ ratification is being sought for all the acts and resolution of the Board and other Board Committees exercising powers delegated by the Board, which were adopted for year 2022 to 2023, as well as for all the acts of the Corporation’s officers performed in accordance with the resolutions of the Board. Stockholders ratified all the acts of the Board, Committees and Officers.
8. Election of Directors. The Corporate Secretary presented the nominees for the Board of Directors of the Corporation and certified that the following were duly nominated as directors of the Company for the ensuing year in accordance with the By-laws of the Corporation. Given that the number of nominees is similar to the required number of Directors under the Corporation’s By-laws, stockholders duly elected the new Board of Directors based on the total cumulative votes
Transpacific Broadband Group Int`l. Inc.TBGI