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)
Mar 7, 2018
2. SEC Identification Number
52412
3. BIR Tax Identification No.
000-156-011
4. Exact name of issuer as specified in its charter
BELLE CORPORATION
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
5th Floor, Tower A, Two E-Com Center, Palm Coast Avenue, Mall of Asia Complex, CBP 1-A, Pasay CityPostal Code1300
8. Issuer's telephone number, including area code
6628888
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 stock
10,498,679,857
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.
Belle CorporationBEL
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
SEC approval of the Corporation's Amended By-Laws
Background/Description of the Disclosure
Please be advised that the SEC has approved on 02 March 2018, the following amendments to the Corporation’s By-Laws: Ref. No. Title Art. II Section 1 Place of Meeting Art. II Section 2 Annual Meeting Art. II Section 4 Notice of Time and Place of Special/Regular ASM Art. II Section 5 Voting Art. II Section 6 Proxies Art. II Section 10 Record Date Art. II Section 11 Organization of Meeting Art III Section 1 Number and Term Art III Section 5 Nomination of Directors Art III Section 6 List of Candidates Art III Section 10 Vacancies Art III Section 12 Other Committees Art. IV. Section 1 Officers Art IV - Section 8 Executive Vice Presidents Art IV - Section 9 Senior Vice Presidents Art IV - Section 10 Vice Presidents
Date of Approval by Board of Directors
Aug 2, 2017
Date of Approval by Stockholders
Dec 20, 1993
Other Relevant Regulatory Agency, if applicable
SEC
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Securities and Exchange Commission
Mar 2, 2018
Date of Receipt of SEC approval
Mar 7, 2018
Amendment(s)
Article and Section Nos.
From
To
Art. II Section 1
neetings held at the principal office in Metro Manila
shall be held in Metro Manila
Art. II Section 2
meetings held in last Thursday of May
4th Monday of April
Art. II Section 4
mailing notices at least 10 days prior to meeting
at least 28 days prior to meeting
Art. II Section 5
voting process described in general
voting process described in more detail
Art. II Section 6
proxies must be received 4 days prior to ASM
proxies must be received 7 days prior to ASM
Art. II Add
record date - not mentioned
Board shall authorize Executive Committee or the President to set a record date
Art. II Add
organization of meeting - not mentioned
designate the Chairman / Vice Chairman / President to preside and the Secretary/Asst Secretary to record the minutes
Art. III Section 1
Nomination Committee
Corporate Governance Committee
Art. III Section 5
nominations to be submitted on or before January 30
must be submitted at least 30 business days prior to meeting
Art III Section 6
the committee prepares list of candidates
corporate governance committee prepares list of candidates
Art. III Section 10
Nomination Committee
Corporate Governance Committee
Art III Section 12
Other Committees
Board may create other committees to assist in Board functions
Art. IV. Section 1
officers shall be a Chairman, 1 or more Vice Chairmen, a President, 1 or more Vice Presidents ...
add: 1 or more Executive and Senior Vice Presidents
Art. IV. Section 8
Executive Vice Presidents
if there are more than one executive vice presidents...
Art. IV. Section 9
Senior Vice Presidents not mentioned
Senior Vice Presidents mentioned
Art. IV. Section 10
Senior Vice President not mentioned
Senior Vice President mentioned
Rationale for the amendment(s)
Update of the By-Laws to reflect current practice and in accordance with good governance.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
Nov 8, 2017
Expected date of SEC approval of the Amended By-Laws
Feb 28, 2018
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
n/a
Other Relevant Information
Amended to reflect the approval by the SEC of the Amended By-Laws on March 02, 2018.
Items being amended in the previous disclosure: 1. From 15 days to 28 days under Art. II Sec 4; 2. Inclusion of Article III Section 1,6,10; 3. Inclusion of Article IV Section 8, 9, 10.
Stockholders' approval was on December 20, 1993 thru delegation of authority to amend the By-Laws to the Board of Directors.
The Amended By-Laws was submitted to SEC for pre-clearing on November 08, 2017. After compliance of SEC requirements, the same was accepted for filing on February 08, 2018.