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)

Dec 3, 2021

2. SEC Identification Number

CS200411461

3. BIR Tax Identification No.

232-715-069-000

4. Exact name of issuer as specified in its charter

Megawide Construction Corporation

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

No 20 N. Domingo Street, Barangay Valencia, Quezon City Postal Code 1112

8. Issuer's telephone number, including area code

(02) 8655-1111

9. Former name or former address, if changed since last report

Not Applicable

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	2,013,409,717
Preferred	143,626,010

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.

Megawide Construction CorporationMWIDE

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 Bylaws - Approval by the Board of Directors
Background/Description of the Disclosure
On December 3, 2021, the Board of Directors approved the amendments to the Bylaws to align with the provisions of the Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020. The amended provisions refer to the authority of the Board of Directors and the stockholders to hold meetings through remote communications. The specific amendments are listed below.

Date of Approval by Board of Directors	Dec 3, 2021
Date of Approval by Stockholders	TBA
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	TBA
Date of Receipt of SEC approval	TBA

Amendment(s)

Article and Section Nos.	From	To
Article II, Section 1	“Section 1. Annual/Regular Meetings – The annual/regular meetings of stockholders shall be held at the principal office on June 30 of each year, if legal holiday, then on the day following.	“Section 1. Annual/Regular Meetings – The annual/regular meetings of stockholders shall be held at the principal office on June 30 of each year, if that day is a weekend or a legal holiday, then on the following business day. The annual/regular meetings may also be held through remote communications.”
Article II, Section 2	“Section 2. Special Meetings – The special meetings of stockholders, for any purpose or purposes, may at any time be called by any of the following: (a) Board of Directors, at its own instance, or at the written request of stockholders representing a majority of the outstanding capital stock, (b) President.	“Section 2. Special Meetings – The special meetings of stockholders, for any purpose or purposes, may at any time be called by any of the following: (a) Board of Directors, at its own instance, or at the written request of stockholders representing a majority of the outstanding capital stock, or (b) President. The special meetings may also be held through remote communications.”
Article II, Section 3	“Section 3. Place of Meeting – Stockholders’ meetings, whether regular or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the corporation is located. "	“Section 3. Place of Meeting – Stockholders’ meetings, whether regular or special, shall be held in the principal office of the corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the corporation is located. The entirety of the regular or special meetings may also be held through remote communications.”
Article II, Section 4	“Section 4. Notice of Meeting – Notices for regular or special meetings of stockholders may be sent by the Secretary by personal delivery, by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called.	“Section 4. Notice of Meeting – Notices for regular or special meetings of stockholders may be sent by the Secretary by personal delivery, by mail at least two (2) weeks prior to the date of the meeting to each stockholder of record at his last known address. The notice shall state the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called. The notice shall also contain the following information:
Article II, Section 4 (continuation)	-	a.) agenda of the meeting; b.) a proxy form which shall be submitted to the Secretary; c.) when attendance, participation, and voting are allowed by remote communication, or in absentia, the requirements and procedures to be followed when a stockholder elects either option; d.) the requirements for the nomination and election of directors; and e.) the fact that there will be visual and audio recording of the meetings, if appropriate.
Article II, Section 4 (continuation)	When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting.	When the meeting of stockholders is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the reconvened meeting, any business may be transacted that might have been transacted on the original date of the meeting. In case of postponement of the meeting, notice shall be sent by the Secretary by personal delivery, by mail, or by electronic means at least fourteen (14) days prior to the new date of meeting.”
Article II, Section 7	“Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote in person, or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary prior to a scheduled meeting, or by their personal presence at the meeting."	“Section 7. Manner of Voting – At all meetings of stockholders, a stockholder may vote in person, or by proxy. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has been presented to the Secretary. All proxies must be in the hands of the Secretary before the time set for the meeting. Proxies filed with the Secretary may be revoked by the stockholders either in an instrument in writing duly presented and recorded with the Secretary prior to a scheduled meeting, or by their personal presence at the meeting.
Article II, Section 7 (continuation)	-	The right of the stockholders to vote may also be exercised through remote communications, when authorized by a resolution of the majority of the Directors in a meeting previously called for that purpose, provided that the resolution shall only be applicable for that particular meeting.”
Article III, 1(h)	“h.) To delegate, from time to time, any of the powers of the Board which may lawfully be deleted in the course of the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any person to be agent of the corporation with such powers and upon such terms as may be deemed fit;”	“h.) To delegate, from time to time, any of the powers of the Board which may lawfully be delegated in the course of the current business of the corporation to any standing or special committee or to any officer or agent and to appoint any person to be agent of the corporation with such powers and upon such terms as may be deemed fit;”

Rationale for the amendment(s)
The purpose of the amendments is to align with the provisions of the Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020.

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the By-Laws with the SEC	TBA
Expected date of SEC approval of the Amended By-Laws	TBA

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
Board of Directors and stockholders' authority to hold meetings through remote communications are now recognized under the Bylaws of the Corporation.
Other Relevant Information
None.