C04200-2024

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)
Jun 25, 2024
2. SEC Identification Number
AS092-00589
3. BIR Tax Identification No.
001-817-292
4. Exact name of issuer as specified in its charter
Greenergy Holdings Incorporated
5. Province, country or other jurisdiction of incorporation
hilippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
54 National Road, Dampol II-A, Pulilan, Bulacan Postal Code 3005
8. Issuer's telephone number, including area code
(02) 88175116
9. Former name or former address, if changed since last report
Not Applicable
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 2,600,778,574
Preferred Shares 1,000,000,000
11. Indicate the item numbers reported herein
Item 9. Other Events

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.

Greenergy Holdings IncorporatedGREEN

PSE Disclosure Form 4-2 - Acquisition/Disposition of Shares of Another Corporation
References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Subscription to 480 Million Shares in Winsun Green Ventures, Inc.
Background/Description of the Disclosure

In the meeting of the Board of Directors (the “Board”) of Greenergy Holdings Incorporated (the “Company”) held today, the Board approved the subscription by the Company to 480 million shares out of the increase in the authorized capital stock of Winsun Green Ventures, Inc. (“WGVI”), a wholly-owned subsidiary of the Company, from Php20 Million divided into 20 million shares to Php500 Million divided into 500 million shares (the “Increase”), with a par value of One Peso per share (Php1.00), and the initial payment of Php185 Million upon subscription with the balance of Php295 Million to be paid within sixty (60) calendar days from subscription. The Increase is subject to the approval by the Securities and Exchange Commission (“SEC”).
Date of Approval by
Board of Directors		 Sep 18, 2023
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

The transaction will strengthen the position of the Company in renewable energy and sustainable community projects.
Details of the acquisition or disposition
Date Sep 18, 2023
Manner

Subscription to Increase in authorized capital stock
Description of the company to be acquired or sold

WGVI is a wholly-owned subsidiary of the Company engaged in the development and investment in energy projects including, but not limited to, the exploration, development and utilization of Renewable Energy ("RE") resources, importation, exportation and actual operations of RE systems and facilities within or without the Philippines and promotion, offering, negotiation, conclusion, execution, selling, engaging in and/or render management, investment, technical consultancy services for commercial, industrial, manufacturing and other kinds of enterprises, including but not limited to power generating plants, whether locally or abroad.
The terms and conditions of the transaction
Number of shares to be acquired or disposed 480,000,000
Percentage to the total outstanding shares of the company subject of the transaction 100
Price per share Php1.00
Nature and amount of consideration given or received

The total consideration is Php480 Million. The Company has paid Php185 Million upon subscription while the balance of Php295 Million will be paid within sixty (60) calendar days from subscription or until 17 November 2023.
Principle followed in determining the amount of consideration

The subscription price is based on the par value of the shares.
Terms of payment

The Company has paid Php185 Million upon subscription while the balance of Php295 Million will be paid within sixty (60) calendar days from subscription or until 17 November 2023.
Conditions precedent to closing of the transaction, if any

The transaction is subject to the approval by the SEC of the Increase.
Any other salient terms

None
Identity of the person(s) from whom the shares were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
WGVI Wholly-owned subsidiary
Effect(s) on the business, financial condition and operations of the Issuer, if any

The transaction will strengthen the position of the Company in renewable energy and sustainable community projects.
Other Relevant Information

Please see attached SEC Form 17-C.

This disclosure was amended to reflect the receipt by WGVI on 25 June 2024 of the Certificate of Approval of Increase of Capital Stock dated 24 June 2024 issued by the SEC approving the Increase.

As a result of the approval by the SEC of the Increase, the subscribed shares are now issued to the Company.
Filed on behalf by:
Name Sarah Jeane Cardona
Designation Assistant Corporate Secretary