C06777-2020

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)
Sep 25, 2020
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
20 N. Domingo St., 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 40,000,000
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 4-3 - 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 Article Seventh of the Articles of Incorporation
Background/Description of the Disclosure

On April 13, 2020, the Board of Directors approved the following resolutions: 1) increasing the Corporation's authorized capital stock to Five Billion Fifty Four Million Pesos (Php5,054,000,000.00); 2) increasing the Corporation's authorized capital stock of preferred shares by Fifty-Four Million (54,000,000) shares to a total of One Hundred Twenty-Four Million (124,000,000) shares; and 3) amending Article Seventh of the Corporation's Articles of Incorporation.

On June 30, 2020, the stockholders also approved the same resolutions.
Date of Approval by
Board of Directors		 Apr 13, 2020
Date of Approval by Stockholders Jun 30, 2020
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 Sep 22, 2020
Date of Receipt of SEC approval Sep 25, 2020
Amendment(s)
Article No. From To
Seventh That the authorized capital stock of the corporation is FIVE BILLION PESOS (P5,000,000,000.00) in lawful money of the Philippines, divided into the following classes: 1. FOUR BILLION NINE HUNDRED THIRTY MILLION (4,930,000,000) voting common shares with the par value of ONE PESO (P1.00) per share; and 2. SEVENTY MILLION (70,000,000) cumulative, non-voting, non-participating, non-convertible, perpetual shares with the par value of ONE PESO (P1.00) per share. That the authorized capital stock of the corporation is FIVE BILLION FIFTY-FOUR MILLION PESOS (Php5,054,000,000.00) in lawful money of the Philippines, divided into the following classes: 1. FOUR BILLION NINE HUNDRED THIRTY MILLION (4,930,000,000) voting common shares with the par value of ONE PESO (P1.00) peso per share; and 2. ONE HUNDRED TWENTY-FOUR MILLION (124,000,000) cumulative, non-voting, non-participating, non-convertible, perpetual preferred shares with the par value of ONE PESO (P1.00) per share. (see full amendment below)
Rationale for the amendment(s)

The increase in authorized capital stock will allow Megawide to issue at least Three Billion Pesos (P3,000,000,000,00.) worth of preferred shares to fund its existing projects.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Jul 6, 2020
Expected date of SEC approval of the Amended Articles of Incorporation Sep 22, 2020
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The total authorized capital stock will increase to Php5,054,000,000.00, while the authorized capital stock for preferred shares will increase to Php124,000,000.00.
Other Relevant Information

This Report was amended to update the date of approval by the Securities and Exchange Commission ("SEC"). On 22 September 2020, the SEC has approved the increase of the authorized capital stock and the corresponding Amended Articles of Incorporation of Megawide Construction Corporation (the “Company”), increasing the total authorized capital stock of the Company to Five Billion Fifty Four Million Pesos (PhP 5,054,000,000.00), and the authorized capital stock for preferred shares to increase to One Hundred Twenty Four Million Pesos (Php124,000,000.00).

Article Seventh of the Amended Articles of Incorporation of the Company reads as follows:

"That the authorized capital stock of the corporation is FIVE BILLION FIFTY-FOUR MILLION PESOS (Php5,054,000,000.00) in lawful money of the Philippines, divided into the following classes:

1. FOUR BILLION NINE HUNDRED THIRTY MILLION (4,930,000,000) voting common shares with the par value of ONE PESO (P1.00) peso per share; and
2. ONE HUNDRED TWENTY-FOUR MILLION (124,000,000) cumulative, non-voting, non-participating, non-convertible, perpetual preferred shares with the par value of ONE PESO (P1.00) per share.

The Preferred Shares shall be issued in series, sub-series or in tranches as the Board of Directors may determine, and authority is hereby expressly granted to the Board of Directors, to establish and designate the series, sub-series or tranches of the Preferred Shares, fix the issue price and the number of shares in each sub-series or tranche, establish the specific terms and conditions of each sub-series or tranche and determine the manner by which the Preferred Shares will be subscribed and paid for, such as but not limited to, a private placement transaction or public offering.

Preferred shares of stock shall be cumulative, non-voting, non-participating, non-convertible, perpetual; Provided, that no share will be issued below par value.

The preferred shares shall have the following features, rights and privileges:

a) Its issue value shall be determined by the Board of Directors at the time of the issuance of the shares;
b) The Board of Directors shall declare a dividend rate equivalent to the 7-year benchmark rate or any other rate determined by the Board of Directors as of issue date, payable on a date to be set by the Board of Directors in accordance with Philippine laws, rules and regulations;
c) Preferred shares shall be non-convertible into common shares;
d) Preference over holders of common stock in the distribution of the corporate assets in the event of dissolution and liquidation of the corporation and in the payment of the dividend at the rate specified at the time of issuance;
e) Preferred shares shall be cumulative;
f) Preferred shares shall be non-participating in any other or further dividends beyond that specifically payable on the shares;
g) Holders of preferred shares shall have no pre-emptive rights to any issue of shares, common or preferred; and
h) The preferred shares may be redeemed by the corporation at the sole option of the Board of Directors at the price to be determined by the Board of Directors."

Please see the attached the Certificate of Approval of Increase of Capital Stock and the Certificate of Filing of Amended Articles of Incorporation both dated September 22, 2020 which were received by the Company on September 25, 2020.
Filed on behalf by:
Name Raymund Jay Gomez
Designation Chief Legal Officer / Compliance Officer / Data Protection Officer