C00091-2024

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 8, 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 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Resolutions approved during the CLI Special BOD Meeting
Background/Description of the Disclosure

Notice is hereby given to The Philippine Stock Exchange, Inc. (“PSE” or the “Exchange”), the Securities and Exchange Commission (“SEC”), the Philippine Dealing & Exchange Corp. (“PDEx”), and the public of the following resolutions approved during the special board meeting of Cebu Landmasters, Inc. (“CLI” or the “Company”) held on 08 January 2024:

1) Approval and authorization of 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 (“Offer Shares”) at an offer price of Php 1,000 per share;

2) Approval of the terms and conditions of the Offer Shares;

3) Appointment of the underwriters, issue managers, coordinators, arrangers, bookrunners, receiving agent, stock transfer agent, paying agent, other agents, counsels, advisors, and/or other relevant persons or entities for the Offer;

4) Approval and authorization to apply for and obtain the registration of the Offer Shares with the SEC, and apply for and obtain approval from the PSE for the listing of the Offer Shares;

5) Approval of the disclosures contained in the Registration Statement, the Prospectus, Information Statements, the Listing Application and other documents to be filed by the Corporation with the SEC, PSE, and other pertinent corporate regulators and stakeholders;

6) Designation of CLI’s Authorized Representatives and Signatories; and

7) Approval of the schedule of the Special Stockholders’ Meeting to be held on 14 February 2024 at 9:30 A.M. through teleconferencing and/or videoconferencing with the following agenda:

• Call to Order
• Proof of Notice of Meeting
• Certification of Notice and Quorum
• Approval of the Public Offering of the Offer Shares
• Approval and confirmation of 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
• Adoption and approval of the other resolutions of the Board of Directors during its meeting held on 08 January 2024
• Other Matters
• Adjournment
Other Relevant Information

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