C02569-2021

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)
Apr 20, 2021
2. SEC Identification Number
22264
3. BIR Tax Identification No.
000-446-527
4. Exact name of issuer as specified in its charter
BHI HOLDINGS, INC.
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
22ND FLOOR THE PEARLBANK CENTER 146 VALERO ST., SALCEDO VILLAGE, MAKATI CITY Postal Code 1227
8. Issuer's telephone number, including area code
8840-2961
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 STOCKS A AND B 500,000
11. Indicate the item numbers reported herein
ITEM 4

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.

BHI Holdings, Inc.BH

PSE Disclosure Form 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure

UPDATE ON COMPANY'S PLAN OF ACTION WITH REGARDS TO NON-COMPLIANCE WITH MINIMUM PUBLIC OWNERSHIP

Background/Description of the Disclosure

Relative to the letter that we have received dated December 11, 2020 for the Non-compliance with Minimum Public Ownership requiring us to provide the Company’s plan of action to correct the above mentioned minimum public ownership deficiency.

Per the company’s disclosure on December 09, 2020, we were reported that the acquisition of shares by Ms. Jemie Tan from public shareholders as they pleaded to sell their shares due to financial difficulties as an effect of the pandemic. By Ms. Tan’s desire to help the long-time shareholders, she purchased such shares without realizing that the public ownership of the corporation would fall to 9.86%.

We immediately took the necessary actions to correct it. Bulk Handlers, Inc. as the major share owners of BHI Holdings, Inc. with 89.89% shares sold 800 shares to four (4) different buyers namely: Armando Panlaan, Ma. Eloisa Dominguez, Melani Masangcay and Vivian Maureen Protacio with 200 shares each, respectively. These persons are not in any way related to BHI Holdings, Inc. either on its directors and officers.
On December 22, 2020, we have executed the deed of assignment of shares and made all necessary documentary on this. Right after, we were submitted those to Bureau of Internal Revenue (BIR) for their further examination and assessment. When the BIR released and had certified the taxes for payment, we’ve settled it promptly. On February 3, 2021, the BIR has accepted, received and acknowledged those accomplished documents as required. Finally, on March 9, 2021 we secured Certificate Authorizing Registration (CAR) with them. This CAR was immediately forwarded to our stock agent for recording and preparation of stock certificate to be ready for issuance to corresponding buyers as per mentioned here.

On March 18, 2021 all pertinent and required documents and actions are fully accomplished and done. As to date, all shares purchased by the buyers as stated here are already recorded and registered on the Company’s book same day. Stock Certificate are already distributed to all new shareholders and Minimum Public Ownership are now under compliance with 10.01%.

Other Relevant Information

N/A

Filed on behalf by:
Name Erwin Diaz
Designation Accountant