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)

Jul 31, 2024

2. SEC Identification Number

39652

3. BIR Tax Identification No.

004-844-938-000

4. Exact name of issuer as specified in its charter

Medco Holdings, Inc.

5. Province, country or other jurisdiction of incorporation

Metro Manila, Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

31st Floor, Rufino Pacific Tower, 6784 Ayala Ave., Makati City Postal Code 1229

8. Issuer's telephone number, including area code

(632) 8811-0465

9. Former name or former address, if changed since last report

-

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	3,159,292,441

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.

MEDCO Holdings, Inc.MED

PSE Disclosure Form 4-5 - Change in Control of Issuer References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Change in Control of Issuer
Background/Description of the Disclosure
Millennium Empire Holdings, Ltd. ("MEHL"), a company that owns 100% of Bonham Strand Investments Ltd. ("BSIL") which, in turn, owns 2,201,421,241 common shares of MEDCO Holdings, Inc. (“MED”), or approximately 69.68% of the total outstanding capital stock of MED, was acquired by Winter Dragon Limited ("WDL") pursuant to a Share Purchase Agreement executed on 29 July 2024. As a result of WDL's acquisition of MEHL, WDL indirectly holds 69.68% of MED’s total issued and outstanding shares.
Rationale for the transaction
WDL seeks to expand their investments in Southeast Asia.
Description of the transaction
MEHL and WDL executed a Share Purchase Agreement on 29 July 2024, detailing the acquisition by WDL of 2,201,421,241 common shares of MED through MEHL, resulting in WDL indirectly holding 69.68% of MED’s total issued and outstanding shares.

Identity of the person(s)/entity(ies) who intends to acquire a controlling interest in the Issuer

Name	Nature of any material relationship with the Issuer, their directors/ officers or any of their affiliates
Winter Dragon Limited	None

Identity of the person(s)/entity(ies) from whom control was assumed

Name	Number of Shares	% to Total Number of Outstanding Shares
Tay Yew Beng Peter	2,201,421,241	69.68

Details of the transaction

Number of shares of voting securities which will be beneficially owned by the person(s)/entity(ies) who will acquire control	2,201,421,241
Percentage to total number of shares of voting securities	69.68
Amount and source of consideration used by such person(s)/entity(ies)	USD1,560,000 from the internal resources of WDL

Any arrangement or understanding among members of both the former and new control groups and their affiliates/associates with respect to the election of directors or other matters
No such arrangement at present.
Describe any arrangement known to the Issuer, including any pledge by any person of securities of the issuer or any of its parents
None
The interest which directors of the parties have in the proposed transaction
None
Statement as to the steps to be taken, if any, to safeguard the interests of any independent shareholders
The Board of Directors of WDL approved on 29 July 2024 the conduct of a tender offer of all outstanding shares of MED, except those owned by WDL, Citivest Asia Limited, and the members of the Board of Directors and the officers of MED, in accordance with the SRC, subject to its terms and conditions.

Effects on the following

Ownership structure

Principal Shareholders	Before		After
	Number of shares	%	Number of shares	%
Bonham Strand Investments Ltd.	2,201,421,241	69.68	2,201,421,241	69.68
Citivest Asia Limited	322,314,874	10.2	322,314,874	10.2

Capital structure

Issued Shares

Type of Security/Stock Symbol	Before	After
Common	3,159,292,441	3,159,292,441

Outstanding Shares

Type of Security/Stock Symbol	Before	After
Common	3,159,292,441	3,159,292,441

Treasury Shares

Type of Security/Stock Symbol	Before	After
-	-	-

Listed Shares

Type of Security/Stock Symbol	Before	After
Common	700,000,000	700,000,000

Effect(s) on the public float, if any	None
Effect(s) on foreign ownership level, if any	None

Other Relevant Information
Beneficial owner of WDL - Vasanta Master Fund Pte. Ltd. Beneficial owner of MEHL - Winter Dragon Limited, after acquisition as of 29 July 2024; Tay Yew Beng Peter, prior to the acquisition Beneficial owner of BSIL - Winter Dragon Limited, after acquisition as of 29 July 2024