C06602-2023

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)
Aug 24, 2023
2. SEC Identification Number
14812
3. BIR Tax Identification No.
000-110-888-000
4. Exact name of issuer as specified in its charter
CHEMICAL INDUSTRIES OF THE PHILIPPINES, INC.
5. Province, country or other jurisdiction of incorporation
METRO MANILA, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
CHEMPHIL BUILDING, 851 A. ARNAIZ AVENUE MAKATI CITY Postal Code 1229
8. Issuer's telephone number, including area code
(02) 8687-8877
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 P10 PAR VALUE 10,296,601
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.

Chemical Industries of the Philippines, Inc.CIP

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Approval of Material Transactions
Background/Description of the Disclosure

Please be advised that at its special meeting held today, August 24, 2023, the Board of Directors of Chemical Industries of the Philippines, Inc. (CIP), approved the following:

1. Amendment to the Share Purchase Agreement on 11 August 2023 over One Million (1,000,000) Common Shares of the Capital Stock of Tierra Ariana;
2. Accession Agreement with BPI for the Omnibus Loan and Security Agreement;
3. Internal Restructuring Involving Merger with Seven (7) Companies, with Corporation as Surviving Entity, as an Internal Restructuring
4. Increase in Authorized Capital Stock to Php 2 Billion;
5. Amendment of Seventh Article of the Articles of Incorporation to Reflect the Increase in Authorized Capital Stock and the Denial of Preemptive Rights;
6. Amendment of Fourth Article of the Articles of Incorporation to Further Expand Purpose as an Investment Holding Company;
7. Approval for the Issuance of Primary Common Shares to Such Number of Investors to be Determined by the Board of Directors, and the Delegation of Authority to the Board of Directors to Negotiate and Determine the Terms and Conditions of the Issuance, and to Engage the Servicers of Arrangers, Advisors, Legal Counsel, and Other Agents as may be Necessary, Proper, or Desirable for the Transaction, and the Approval for the Listing of the Common Shares with the PSE;
8. Waiver of the Requirement to Conduct a Rights or Public Offer in the Event that the Holder of the Common Shares will Result in the Issuance of at least 10% of the Company’s Total Issued and Outstanding Shares, Pursuant to Article V Part A of the PSE Revised Listing Rules; and
9. Delegation of Authority to the Board of Directors to Amend By-Laws

The foregoing matters will be endorsed and presented at the upcoming Annual Stockholders’ Meeting for stockholder approval. The Corporation is authorized to issue new shares in exchange of the assets to be received from the absorbed companies as a result of the Merger. However, as of the meeting date, the Board has yet to determine the final number of shares to be issued in totality and to each of the absorbed companies, and there is a possibility that the number of shares to be issued may be adjusted. The relevant terms and agreements on the transaction are yet to be determined. Finally, agenda item 7 is related to agenda item 3.

On 24 August 2023, the Board of Directors, through a Special Meeting likewise approved the following matters:
1. Authorizing the Annual Stockholders Meeting and Voting by Stockholders to be Held via Videoconferencing on 21 September 2023;
2. Authorizing the Corporation to open an account with BDO Unibank Inc.;
3. Appointment of External Auditor for 2023;
4.Authority to Process Confirmation of Non-Coverage with PCC; and
5. Authority to Process Tax-free Exchange Requirements with the BIR
Other Relevant Information

Please see attached report.

Amending the previous disclosure to indicate that agenda item 7 is related to agenda item 3.
Filed on behalf by:
Name Nancy Ocampo-Omadto
Designation Compliance Officer