Chemical Industries of the Philippines, Inc.CIP

Reply to PSE's Query dated May 29, 2024

Response of the Company's Management to the requested additional information regarding the proposed change in primary purpose, the merger of certain entities into Uniholdings, Inc. (as surviving entity) and the amendment to increase the authorized capital stock as approved by the Company's shareholders last September 21, 2023. Specifically, the Exchange wrote:

By way of background, we note that the Company’s disclosure last September 22, 2023 also included the amendment to Article 7 of the Company’s Articles of Incorporation (”AOI”) increasing the authorized capital stock (“ACS”) from Php 190,000,000.00 to Php 2,000,000,000.00. In the said disclosure, the Company also stated that the proposed amendments to the AOI are made in connection with the 8-way Merger of CIP with Unioil Group Inc, Addventure Properties Inc., Citiworld Properties and Development Corporation, Exquadra, Inc., Quantumlink Realty Corp., Buklod Realty Corporation, and Rivertanks Inc., with CIP as surviving corporate entity (the "Merger").

In this regard, we would like to request the following additional information:

1. Status or timeline on the SEC approval of the increase in its ACS which will support the issuance of the shares subject of the merger transaction. Please provide the latest correspondence with SEC on the said matter;
2. Additional information on the merger transaction, which includes but not limited to the following:
a. total number of CIP shares to be issued as a result of the merger transaction;
b. total transaction value;
c. exchange ratio of the shares vis-à-vis the assets to be transferred; and
d. any other details that may be applicable.
3. Effect on the revenue stream of the Company as a result of the merger (revenue from leasing, sale of properties, etc.); and
4. Any other relevant information.

Please be advised that the Company, through its Board of Directors, approved today the exclusion of Unioil Group, Inc. from the proposed merger. After a careful review of the business plan of the Company and its affiliates, the Company has approved the exclusion to clearly delineate and define the lines of businesses within the organization, with Uniholdings, Inc. focusing primarily on businesses related to real estate.

The Company shall cause the filing of the Articles of Merger, Plan of Merger and such other required documents with the Securities and Exchange Commission, the Philippine Stock Exchange and other regulatory agencies, as may be necessary, to effect the foregoing resolution.

Subject to the confirmation of valuation and approval of the Securities and Exchange Commission, please be advised that in the implementation of the Merger, all the shares of the capital stock of the absorbed corporations issued and outstanding on the Effective Date of the Merger shall be canceled.

In exchange for the net assets of the absorbed corporations and the canceled shares of stock of the absorbed corporations’ stockholders, an aggregate of 61,983,967 Uniholdings, Inc. shares will be issued as follows out of the increase of capital of the Company, which shall be filed and processed simultaneously with the Merger application:


Stockholders of Addventure Properties Inc.
Geminesse L. Co 569,847
Angeline L. Co 569,847
Janice Co Roxas-Chua 284,826
Ray Anthony Roxas-Chua 284,826
Eugenius Kevin L. Co 87,629

Stockholders of Citiworld Properties & Development Corp.
Addventure Properties Inc. (to CIP as Surviving Entity) 6,658,725
O Frontier Inc. 4,437,219
Janice Co Roxas-Chua 70
Ray Anthony Roxas-Chua 23
Geminesse L. Co 23
Eugenius Kevin L. Co 11
Angeline L. Co 11
Treasury (to CIP as Surviving Entity) 584,004

Stockholders of Exquadra Inc.
Unilandt Properties Limited 11,386,827
Janice Co Roxas-Chua 4,809,976
Geminesse L. Co 4,809,976
Eugenius Kevin L. Co 4,809,976
Ray Anthony Roxas-Chua 1,325,156
Sally L. Co 1,325,156
Impexoil Services Corp. 713,405

Stockholders of Quantumlink Realty Corp.
Unioil Group Inc. (to CIP as Surviving Entity) 5,778,438
Janice Co Roxas-Chua 4,743,308
Quantumlink Resources Limited 359,771
Geminesse L. Co 9,467
Angeline L. Co 9,467
Eugenius Kevin L. Co 9,467
Kelly Inzie P. Kada 9,467

Stockholders of Buklod Realty Corp.
Oilink International Corporation 4,721,587
Janice Co Roxas-Chua 23
Geminesse L. Co 23
Angeline L. Co 23
Sally L. Co 23
Salvacion A. Villadiego 23

Stockholders of Rivertanks Inc.
Janice Co Roxas-Chua 1,181,201
Geminesse L. Co 1,181,201
Ray Anthony Roxas-Chua 1,181,201
Angeline L. Co 141,744
TOTAL 61,983,967


Of the proposed absorbed corporations, the following companies currently derive revenues in leasing activities: Exquadra, Inc.; Citiworld Properties & Development Corp.; Quantumlink Realty Corp., and Buklod Realty Corp. Copies of their latest audited financial statements are submitted for the Exchange’s reference.