C00063-2024

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)
Jan 4, 2024
2. SEC Identification Number
CS200321240
3. BIR Tax Identification No.
227-599-320-000
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
ITEM 9 (OTHER MATTERS)

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 4-3 - 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 Articles of Incorporation
Background/Description of the Disclosure

Notice is hereby given to the Philippine Stock Exchange (“Exchange”), the Philippine Dealing & Exchange Corp. (“PDEx”), and the public that the Securities and Exchange Commission (“SEC”) issued and released today, 04 January 2024, the Certificates of Filing of Amended Articles of Incorporation, both dated 29 December 2023, which formally approve the leading VisMin developer Cebu Landmasters, Inc.’s (“CLI” or the “Company”) applications for amendment of its Articles of Incorporation (AOI) to create a new class of CLI preferred shares through the reclassification of one (1) billion unissued common shares with a par value of Php 1.00 per share to 1 billion Series “A” preferred shares with a par value of Php 1.00 per share.

The SEC applications are in line with the approval of the Board of Directors during the special board meeting held on 25 April 2023, and approval of the Stockholders during the Annual Stockholders’ meeting held on 01 June 2023 on the amendment of Article VII of CLI’s Articles of Incorporation, including the creation of the new class of preferred shares.

The Series “A” preferred shares, which shall be redeemable, cumulative, and non-voting, among other terms and features, shall be offered for private and/or public offering, subject to the securing of the necessary approvals from the government regulators.
Date of Approval by
Board of Directors		 Apr 25, 2023
Date of Approval by Stockholders Jun 1, 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 Dec 29, 2023
Date of Receipt of SEC approval Jan 4, 2024
Amendment(s)
Article No. From To
Article VII Please see attached Comparative Matrix Please see attached Comparative Matrix
Rationale for the amendment(s)

To create a new class of CLI preferred shares
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Jul 31, 2023
Expected date of SEC approval of the Amended Articles of Incorporation Dec 1, 2023
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The new class of preferred shares (i.e., Series “A” preferred shares), which shall be redeemable, cumulative, and non-voting, among other terms and features, shall be offered for private and/or public offering, subject to the securing of the necessary approvals from the government regulators.
Other Relevant Information

This disclosure is amended to indicate the pertinent SEC approval dates, including the date of receipt by the Company. Copies of the SEC approval documents are attached in this disclosure.
Filed on behalf by:
Name Larri-Nil Veloso
Designation AVP-Legal