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)
Dec 19, 2023
2. SEC Identification Number
A1997-13456
3. BIR Tax Identification No.
005-029-4010999
4. Exact name of issuer as specified in its charter
Concepcion Industrial Corporation
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
308 Sen. Gil Puyat Ave., Makati CityPostal Code1209
8. Issuer's telephone number, including area code
87721819
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 Shares
397,912,491
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.
Concepcion Industrial Corporation CIC
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
Approval of Amendments to By-Laws
Background/Description of the Disclosure
We disclose that at the Special Meeting of the Board of Directors of Concepcion Industrial Corporation (the “Board” and “Company”, respectively) held on September 21, 2023, the Board approved the Amendment of Article II and Article IV of the By-Laws summarized in the attached Annex A of the SEC Form 17-C.
The Board also approved to call for a special meeting of the stockholders for the purpose of securing the approval of the proposed amendments to the By-Laws and confirmed the following items in connection therewith:
(a) The Special Stockholders Meeting will be held on November 21, 2023 at 10am via remote communication and voting in absentia is expressly authorized (“Special Meeting”).
(b) The record date for stockholders entitled to notice of, and to vote at the Special Meeting is October 5, 2023.
(c) The last day for filing proxies in connection with the Special Meeting is November 11, 2023.
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During the Special Meeting of the Stockholders of Concepcion Industrial Corporation (the “Company”) held on November 21, 2023, stockholders representing more than 2/3 of the issued and outstanding capital stock of the Company approved the amendments to Article II and Article IV of the By Laws of the Company.
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As an update to the disclosures on the Amendment of the By-Laws (dated September 21 and November 21, 2023), please refer to the attached SEC approved Amended By-Laws of Concepcion Industrial Corporation.
Date of Approval by Board of Directors
Sep 21, 2023
Date of Approval by Stockholders
Nov 21, 2023
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
Dec 18, 2023
Date of Receipt of SEC approval
Dec 19, 2023
Amendment(s)
Article and Section Nos.
From
To
Article II Section 4
Please see attached Annex A of SEC Form 17-C
Please see attached Annex A of SEC Form 17-C
Article II Section 6
Please see attached Annex A of SEC Form 17-C
Please see attached Annex A of SEC Form 17-C
Article II Section 7
Please see attached Annex A of SEC Form 17-C
Please see attached Annex A of SEC Form 17-C
Article IV Section 1
Please see attached Annex A of SEC Form 17-C
Please see attached Annex A of SEC Form 17-C
Article IV Section 4
Please see attached Annex A of SEC Form 17-C
Please see attached Annex A of SEC Form 17-C
Article IV Section 5 (NEW)
Please see attached Annex A of SEC Form 17-C
Please see attached Annex A of SEC Form 17-C
Rationale for the amendment(s)
To update the processes of holding a Regular or Special Meeting of Stockholders; addition of the position of Chief Executive Officer and defining the functions of the President and the Chief Executive Officer.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
Dec 15, 2023
Expected date of SEC approval of the Amended By-Laws
Dec 19, 2023
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
To update the processes of holding a Regular or Special Meeting of Stockholders; addition of the position of Chief Executive Officer and defining the functions of the President and the Chief Executive Officer.
Other Relevant Information
Please refer to the attached report (21 Sept. 2023).
On the Date of Approval by Stockholders, please refer to the related separate disclosure on the Notice of Special Stockholders' Meeting scheduled on November 21, 2023. ---
The disclosure was amended to provide details on the approval of the stockholders.
Please refer to the attached report (21 Nov. 2023).
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The disclosure was further amended to provide the details of the approval of the SEC. Please refer to the attached report (December 19, 2023).