C00246-2024

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 17, 2024
2. SEC Identification Number
CS201619734
3. BIR Tax Identification No.
009-393-167
4. Exact name of issuer as specified in its charter
Chelsea Logistics and Infrastructure Holdings Corp.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Stella Hizon Reyes Road, Bo. Pampanga, Davao City Postal Code 8000
8. Issuer's telephone number, including area code
+63 82 224 5373 / +63 2 8403 4015
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 1,821,977,615
11. Indicate the item numbers reported herein
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.

Chelsea Logistics and Infrastructure Holdings Corp.C

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

Subject of the Disclosure

Amendment of Section 1 of Article II and of Section 7 of Article IV of the By-Laws of Chelsea Logistics and Infrastructure Holdings Corp.

Background/Description of the Disclosure

Section 1 of Article II of the By-Laws will be amended to change the date of the Annual Stockholders' Meeting from the last Monday of March to the last Monday of April. Section 7 of Article IV of the By-Laws will be amended to create the office of the Chief Financial Officer, and to transfer some of the duties of the Treasurer to the Chief Financial Officer.

Date of Approval by Board of Directors Nov 8, 2022
Date of Approval by Stockholders May 9, 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 Jan 12, 2024
Date of Receipt of SEC approval Jan 16, 2024
Amendment(s)
Article and Section Nos. From To
Article II, Section 1 The annual/ regular meeting of the stockholders shall be held at the principal place office on the last Monday of March of each year, if legal holiday, then on the day following.r "The annual/ regular meeting of the stockholders shall be held at the principal place office on the last Monday of April of each year, if legal holiday, then on the day following.
Article IV, Section 7 The Treasurer of the corporation shall have the following duties: a. to keep full and accurate accounts of receipts and disbursements in the books of the corporation; b. to have custody of, and be responsible for, all the funds, securities, and bonds of the corporation; c. To deposit in the name and to the credit of the corporaiton, in such bank as may be designated from time to time by the Board of Directors, all the moneys, fuds, securities, binds and similar valuable effects belonging to the corporation which may come under his control; d. to render an annual statement showing the financial condition of the corporation and such other financial reports as the Board of Director, or the President may, from time to time require; The Treasurer of the corporation shall have the following duties: a. to keep full and accurate accounts of receipts and disbursements in the books of the corporation; b. to have custody of, and be responsible for, all the funds, securities, and bonds of the corporation; c. To deposit in the name and to the credit of the corporaiton, in such bank as may be designated from time to time by the Board of Directors, all the moneys, fuds, securities, binds and similar valuable effects belonging to the corporation which may come under his control; d. To exercise such powers and perform such duties and functions as may be assigned by to him by the President."
(continuation) e. To prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and regulations and to submit the same to the proper government agencies; f. to exercise such powers and perform such duties and functions as may be assigned to him by the President. Section 8. The Chief Financial Officer - The Chief Financial Officer of the corporation shall have the following duties: a. to render an annual statement showing the financial condition of the corporation and such other financial reports as the Board of Director, or the President may, from time to time require; b. To prepare such financial reports, statements, certifications and other documents which may, from time to time, be required by government rules and to submit the same to the proper government agencies; c. To exercise such powers and perform such duties and functions as may be assigned to him by the President."
Rationale for the amendment(s)

The amendment in the date of the Annual Stockholders' Meeting to the last Monday of April will align with the usual completion of the Audited Financial Statements of the Corporation by its external auditor.
The amendment in the functions of the Treasurer and creation of the office of the Chief Financial Officer will clearly delineate the functions of the Treasurer and of the Chief Financial Officer

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC Aug 24, 2023
Expected date of SEC approval of the Amended By-Laws Dec 29, 2023
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The amendments of the By-Laws of the Corporation will not affect the business or capital structure of the Corporation.

Other Relevant Information

The subject amendments to the By-Laws of the Corporation were filed / submitted to the Securities and Exchange Commission for its approval on August 24, 2023, and were approved by the Commission on December 29,2023. However, since the Certificate of Filing of Amended By-Laws indicated the approval by the Board of Directors of the amendments to the By-Laws to be May 9, 2023 instead of November 8, 2022, the Corporation requested for a correction of the date of approval by the Board of Directors.

The Securities and Exchange Commission issued the new Certificate of Filing of Amended By-Laws on January 12, 2024 and a copy of the same was received by the Corporation on 16 January 2024.

Filed on behalf by:
Name Ma. Henedina San Juan
Designation Corporate Secretary