INFORMATION STATEMENT PURSUANT TO SECTION 17.1(b) OF THE SECURITIES REGULATION CODE
1. Check the appropriate box:
Preliminary Information Statement
Definitive Information Statement
2. Name of Registrant as specified in its charter
Megawide Construction Corporation
3. Province, country or other jurisdiction of incorporation or organization
Philippines
4. SEC Identification Number
CS200411461
5. BIR Tax Identification Code
232-715-069-000
6. Address of principal office
No. 20 N. Domingo Street, Barangay Valencia, Quezon CityPostal Code1112
7. Registrant's telephone number, including area code
(02) 8655-1111
8. Date, time and place of the meeting of security holders
The 2024 SSM of Megawide Construction Corporation will be held on December 10, 2024 at 2:00PM via remote communication (accessible through a link that will be made available on the Company's website)
9. Approximate date on which the Information Statement is first to be sent or given to security holders
Nov 15, 2024
10. In case of Proxy Solicitations:
Name of Person Filing the Statement/Solicitor
N/A
Address and Telephone No.
N/A
11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common (MWIDE)
2,013,409,717
Preferred Stock (MWP2B)
17,405,880
Preferred Stock (MWP3)
29,000,000
Preferred Stock (MWP4)
40,000,000
Preferred Stock (MWP5)
15,000,000
13. Are any or all of registrant's securities listed on a Stock Exchange?
Yes
No
If yes, state the name of such stock exchange and the classes of securities listed therein:
The Philippine Stock Exchange, Inc. – Common Shares (MWIDE), Series 2B Preferred Shares (MWP2B), Series 4 Preferred Shares (MWP4), Series 5 Preferred Shares (MWP5)
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.
Megawide Construction CorporationMWIDE
PSE Disclosure Form 17-5 - Information Statement for Annual or Special Stockholders' Meeting References: SRC Rule 20 and Section 17.10 of the Revised Disclosure Rules
Date of Stockholders' Meeting
Dec 10, 2024
Type (Annual or Special)
Special
Time
2:00PM
Venue
Through remote communication (link to be provided)
Record Date
Nov 19, 2024
Inclusive Dates of Closing of Stock Transfer Books
Start Date
Nov 20, 2024
End date
Dec 10, 2024
Other Relevant Information
In connection with the Special Stockholders’ Meeting of the Company on 10 December 2024, which includes the following appendices:
1. Notice and Agenda; 2. Proxy Forms; 3. Procedure for Voting and Participation via Remote Communication; 4. Management’s Discussion and Analysis; 5. Interim Condensed Consolidated Financial Statements for the quarter ended 30 June 2024 6. Consolidated Audited Financial Statements for the period ended 31 December 2023; 7. Minutes of the Annual Stockholders’ Meeting on 03 July 2024; 8. Certifications of Independent Directors; and 9. Secretary’s Certificate stating that none of the directors or officers are connected with the government.
Update 27 November 2024
Following the adoption of the 2014 European Union Audit Regulation by Megawide Construction Corporation's (the "Company") parent company, Citicore Holdings Investment Inc., ("CHII"), the Company's Board of Directors approved the engagement of PwC/Isla Lipana & Co. as the Company's independent auditor effective on 1 December 2024. The appointment of the new independent auditor will be submitted to our stockholders for approval at their special meeting on December 10, 2024.
In this connection, since the Definitive Information Statement containing and discussing all the matters for approval by the Stockholders during the Special Stockholders Meeting to be held 10 December 2024 was already reviewed and cleared by the SEC Market and Securities Regulation Department (“SEC MSRD”) and released to the stockholders last 15 November 2024, the Company filed an application under Rule 20 of the Implementing Rules of the SRC with the SEC MSRD to be allowed to make changes on the Company's Definitive Information Statement (“DIS”) to be able to include the above-discussed matter in the Agenda of the SSM.
On 27 November 2024, the SEC MSRD, in MSRD Order No. 105 series of 2024, approved the request to make the necessary changes to the Company’s DIS.