Remarks C07627-2024

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)
Nov 28, 2024
2. SEC Identification Number
35841
3. BIR Tax Identification No.
158-664-300
4. Exact name of issuer as specified in its charter
. FILSYN CORPORATION
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 8, 5B The Pearlbank Centre, 146 Valero St. Salcedo Village, Makati City Postal Code 1227
8. Issuer's telephone number, including area code
(+632) 8652-5167
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
CLASS A COMMON 123,747,707
CLASS B COMMON 49,071,976
PREFERRED 33,426,498
11. Indicate the item numbers reported herein
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.

Filsyn CorporationFYN

PSE Disclosure Form 4-12 - Change in Par Value References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Change in Par Value of Common and Preferred Shares

Background/Description of the Disclosure

On November 11, 2021, the Board of Directors of Filsyn Corporation approved the amendments to the Seventh Article of the Articles of Incorporation (AOI) as follows:

A. Decrease in Authorized Capital Stock and Reclassification or Conversion of 33,426,498 Class B shares into 33,426,498 Preferred Shares

1. Reduction of par value of all common shares from P5.00 per share to P0.50 per share;
2. Decrease the authorized capital stock from P1,200,000,000.00 to P120,000,000.00;
3. Treatment of the capital contributed in excess of the reduced par value as additional paid in capital;
4. Creation of Preferred shares by Reclassification of 33,426,498 Class B common shares into 33,426,498 Preferred shares with special features;
5. Subscription by Malaysia Garments Manufacturers (Pte) Ltd. to the 33,426,498 Preferred shares.

B. Increase of the Corporation’s authorized capital stock from P120,000,000.00 to P647,306,477.72 consisting of:
a) 440,229,812 Class A Common Shares with par value of P0.50 per share or an aggregate par value of P220,114,906.00;

b) 293,486,507 Class B Common Shares with par value of P0.50 per share or an aggregate par value of P146,743,253.50;

c) 33,426,498 Preferred Shares with a par value of P8.39 per share or an aggregate par value of P280,448,318.22.


On June 26, 2023, the Securities and Exchange Commission approved the Decrease/Increase in Authorized Capital Stock and Equity Restructuring of Filsyn Corporation.

Date of Approval by
Board of Directors
Nov 11, 2021
Date of Approval by
Stockholders
Nov 11, 2021
Date of Approval by
Securities and Exchange Commission
Jun 26, 2023
Previous Par Value Common A – P5.00 , Common B - P5.00, Preferred – P0.00
New Par Value Common A – P0.50 , Common B - P0.50, Preferred – P8.39
Rationale for the change in par value of the Issuer's shares

To wipe-out the Parent Company's deficit as of 31 December 2021 in the amount of P1,862,551,707

Effects on Capital Structure

Issued Shares
Type of Security /Stock Symbol Before After
COMMON A 123,747,707 123,747,707
COMMON B 82,498,474 49,071,976
PREFERRED - 33,426,498
Outstanding Shares
Type of Security /Stock Symbol Before After
COMMON A 123,747,707 123,747,707
COMMON B 82,498,474 49,071,976
PREFERRED - 33,426,498
Treasury Shares
Type of Security /Stock Symbol Before After
COMMON A - -
COMMON B - -
PREFERRED - -
Listed Shares
Type of Security /Stock Symbol Before After
COMMON A 123,747,707 123,747,707
COMMON B 82,498,474 49,071,976

Procedure(s) for updating stock certificates

Details of Stock Transfer Agent
Name BDO UNIBANK, INC.
Address 46TH FLOOR BDO CORPORATE CENTER ORTIGAS, EAST TOWER, 12 ADB AVENUE, MANDALUYONG CITY
Contact Person OLIVER L. GALVEZ / GESAN TESIORNA
Inclusive dates when the old stock certificates can be replaced
Start Date Dec 9, 2024
End Date Feb 10, 2025
Documentary requirements
Individual Shareholders

(a) letter requesting for the change of Old Stock Certificate(s) to the Transfer Agent provided in this Notice;
(b) duly verified signature card;
(c) photocopies of two (2) valid government issued IDs.

For those who will claim their replacement stock certificates through representatives, please submit the following:
(a) original and photocopy of ID with photograph of the representative;
(b) photocopy of two (2) IDs with photograph and specimen signature of the stockholder of record; original authorization letter/Special Power of Attorney from the stockholder of record.

Corporate Shareholders

(a) letter requesting for the change of Old Stock Certificate(s) to the Transfer Agent;
(b) secretary's Certificate of the list of authorized signatories for stock transactions;
(c) specimen signature card of the authorized signatories verified by the Corporate Secretary;
(d) photocopies of two valid government issued IDs certified as true copy by the Corporate Secretary;
(e) latest Articles of Incorporation and By-Laws; and latest General Information Sheet.

Date of availability of new stock certificates Dec 9, 2024
Procedures in case of lost stock certificates

1. Submission of the following documents:

a. Affidavit of Loss with undertaking, executed by registered owner, specifying the name of stock, name of registered owner, number of shares, cert. no. and circumstances of the loss.
b. Affidavit of Publication executed by the publisher of a newspaper of general circulation in the principal office of Issuer Corporation stating that the required Notice of Loss had been published once a week for three consecutive weeks indicating the stock name, registered owner, no. of shares and certificate number. The notice should also state that after one year from last date of publication, if no contest has been presented, the corporation shall issue a new certificate.
c. One-year surety bond to be posted in favor of the Issuing Corporation in the amount twice the market value of the total shares lost , otherwise, issuance will be made one (1) year after the last date of publication.

2. Payment of Transfer Fee - P100.00 per certificate, and Cancellation Fee - P20.00 per certificate

Other Relevant Information

To update the following:
1. Inclusive dates when the old stock certificates can be replaced
2. Documentary requirements for individual and corporate stockholders
3. Date of availability of new stock certificates

Filed on behalf by:
Name Apolinario Posio
Designation Chief Financial Officer