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)
Feb 12, 2025
2. SEC Identification Number
CS201518815
3. BIR Tax Identification No.
009-133-917-000
4. Exact name of issuer as specified in its charter
CEMEX HOLDINGS PHILIPPINES, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
34th Floor BDO Life Megaplaza Building, 358 Sen. Gil J. Puyat Avenue, Makati CityPostal Code1200
8. Issuer's telephone number, including area code
+632 8849-3600
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
Common Shares
13,489,226,623
11. Indicate the item numbers reported herein
Item 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.
Cemex Holdings Philippines, Inc.CHP
PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendments to the FIRST and SIXTH Articles of the Amended Articles of Incorporation of Cemex Holdings Philippines, Inc. (CHP)
Background/Description of the Disclosure
During one of the special meetings of the CHP Board of Directors which was held on 2 December 2024, the Board approved certain changes to the Amended Articles of Incorporation in order to change its corporate name and to increase the number of members of the Board of Directors.
During the Special Meeting of Stockholders held on 12 February 2025, via remote communication, stockholders owning more than two-thirds of the total issued and outstanding capital of CHP approved the foregoing amendments.
Date of Approval by Board of Directors
Dec 2, 2024
Date of Approval by Stockholders
Feb 12, 2025
Other Relevant Regulatory Agency, if applicable
-
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Securities and Exchange Commission
TBA
Date of Receipt of SEC approval
TBA
Amendment(s)
Article No.
From
To
FIRST Article
FIRST: That the name of the said corporation shall be: CEMEX HOLDINGS PHILIPPINES, INC.
FIRST: That the name of the said corporation shall be: CONCREAT HOLDINGS PHILIPPINES, INC.
SIXTH Article
SIXTH: That the number of directors of the Corporation shall be eight (8) and that the names, nationality, and residences of the Directors of the Corporation who are to serve until their successors are elected and qualified, as provided by the By-Laws are as follows, to wit: XXX
SIXTH: That the number of directors of the Corporation shall be nine (9) and that the names, nationality, and residences of the Directors of the Corporation who are to serve until their successors are elected and qualified, as provided by the By-Laws are as follows, to wit: XXX
Rationale for the amendment(s)
The proposed amendment to the FIRST Article is made due to the change of control in the beneficial owner of the principal stockholder of CHP, Cemex Asian South East Corporation.
The proposed amendment to the SIXTH Article is to increase shareholders' representation in the Board of Directors of CHP.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the Articles of Incorporation with the SEC
Feb 28, 2025
Expected date of SEC approval of the Amended Articles of Incorporation
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
Change in corporate name.
Other Relevant Information
The report is amended in order to include: (i) the date of the Special Meeting of Stockholders when the requisite approval of stockholders of CHP was obtained for the subject amendment; (ii) the latest date expected for the filing with the SEC of the amendments to CHP's Articles of Incorporation; and (iii) a reference to the stockholders' approval in the Background section of the disclosure.