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)
Jan 31, 2018
2. SEC Identification Number
A200117708
3. BIR Tax Identification No.
219-934-330
4. Exact name of issuer as specified in its charter
XURPAS INC.
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
7F Cambridge Centre Building, 108 Tordesillas St., Salcedo Village, Makati CityPostal Code1227
8. Issuer's telephone number, including area code
(632) 889-6467
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
1,803,654,504
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.
Xurpas Inc.X
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendment of the By-Laws
Background/Description of the Disclosure
On August 9, 2017, the Board of Directors (the "Board") of Xurpas Inc. (the "Corporation") approved the amendment of Article II Section 1, Article III Section 2, Article V Section 1 and 3 and Article VI of the By-laws of the Corporation pursuant to the authority granted by the stockholders during the meeting held on May 10, 2017 delegating to the Board the power to amend/repeal the same.
Date of Approval by Board of Directors
Aug 9, 2017
Date of Approval by Stockholders
May 10, 2017
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency, if applicable
TBA
Date of Approval by Securities and Exchange Commission
TBA
Date of Receipt of SEC approval
TBA
Amendment(s)
Article and Section Nos.
From
To
Article III Section 2
Please see Annex A
Please see Annex A
Article V Section 2
ELECTION/APPOINTMENT - Immediately after the election of the directors at the annual or special meeting of stockholders, the Board of Directors shall formally organize by electing or appointing the President, the Vice-President, the Treasurer and the Secretary at said meeting.
ELECTION/APPOINTMENT – Immediately after the election of the directors at the annual or special meeting of stockholders, the Board of Directors shall formally organize by electing or appointing the President, the Treasurer and the Secretary at said meeting.
Article V Section 3
THE VICE PRESIDENT - He shall, if qualified, act as President in the absence of the latter. He shall have such other powers and duties as may from time to time are assigned to him by the Board of Directors or by the President.
Deleted
Article VI
Unless otherwise ordered by the Board of Directors, the President, or in his absence, a Vice President duly assigned by the Board of Directors or the President, shall have full power and authority in behalf of the corporation to attend, to act and to vote at any meeting of stockholders of any company in which the corporation holds stock and at any such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock, and which, as the owner thereof, the corporation might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like powers upon any person or persons, not necessarily directors or officers of the corporation.
Unless otherwise ordered by the Board of Directors, the President or the Chief Executive Officer shall have full power and authority in behalf of the corporation to attend, to act and to vote at any meeting of stockholders of any company in which the corporation holds stock and at any such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock, and which, as the owner thereof, the corporation might have possessed and exercised if present. The Board of Directors, by resolution, from time to time, may confer like powers upon any person or persons, not necessarily directors or officers of the corporation.
Rationale for the amendment(s)
Article III Section 2 - To provide guidelines on nomination for the election of directors.
Article V Section 1 and 3 - Deletion of the reference to a Vice-President since this is not applicable to the Corporation.
Article VI - To grant the President and Chief Executive Officer the authority, and accordingly the deletion of Vice-President, to act and vote upon stocks held by the Corporation.
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
Jan 31, 2018
Expected date of SEC approval of the Amended By-Laws
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
None
Other Relevant Information
This disclosure is amended to remove Article II, Section 1 from the list of amended provisions. The said amendment was superseded by a later amendment approved by the Board on January 4, 2018.
A further amendment to this disclosure is made to reflect the expected date of filing the amendments to the By-Laws with the SEC on January 31, 2018.