C00457-2021

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 22, 2021
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
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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 4-3 - 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 the Seventh Article of the Articles of Incorporation of Chelsea Logistics and Infrastructure Holdings Corp.

Background/Description of the Disclosure

The application for the amendment of the Articles of Incorporation to increase the authorized capital stock from Php 2,000,000,000.00 to Php 3,500,000,000.00, and the change in the feature of the Preferred Shares from non-convertible to convertible Preferred Shares, was filed with and received by the Securities and Exchange Commission on January 22, 2021.

Date of Approval by
Board of Directors
Jul 10, 2020
Date of Approval by Stockholders Oct 6, 2020
Other Relevant Regulatory Agency, if applicable -
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 No. From To
Seventh SEVENTH: That the authorized capital stock is Two Billion Pesos (P 2,000,000,000.00) in lawful money of the Philippines, divided into the following classes of shares: a. One Billion Nine Hundred Ninety Million (1,990,000,000) Common Shares with a par value of One Peso ( P 1.00) per share; b. Ten Million (10,000,000) non-voting, non-convertible, redeemable Preferred Shares with a par value of One Peso ( P 1.00) per share. SEVENTH:: That the authorized capital stock is Three Billion Five Hundred Million Pesos (P 3,500,000,000.00) in lawful money of the Philippines, divided into the following classes of shares: a. Three Billion Four Hundred Ninety Million (3,490,000,000) Common Shares with the par value of One Peso ( P 1.00) per share; b. Ten Million (10,000,000) non-voting, convertible, redeemable Preferred Shares with a par value of One Peso ( P1.00) per share.
Rationale for the amendment(s)

The amendment of the Seventh Article of the Articles of Incorporation is to accommodate additional subscriptions to the shares of the Corporation to finance its current and future projects and for additional working capital.

The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC Jan 22, 2021
Expected date of SEC approval of the Amended Articles of Incorporation TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any

The Corporation's authorized capital stock will increase from the present Php 2,000,000,000.00 divided into 1,990,000,000 Common Shares and 10,000,000 Preferred Shares, both with the par value of One Peso ( Php 1.00) per share, to Php 3,500,000,000.00, divided into 3,490,000,000 Common Shares and 10,000,000 Preferred Shares, both with the par value of One Peso (Php 1.00) per share. The subscriptions to the increase in the authorized capital stock will provide additional funds for current and future projects, and additional working capital for the Corporation.

The Corporation's Preferred Shares will now be convertible.

Other Relevant Information

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