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)
Aug 5, 2020
2. SEC Identification Number
A200115151
3. BIR Tax Identification No.
219-045-668-000
4. Exact name of issuer as specified in its charter
Ferronoux Holdings, Inc. (formerly, AG Finance, Incorporated)
5. Province, country or other jurisdiction of incorporation
PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6th Floor, Hanston Building, F. Ortigas Jr. Road, Ortigas Center, Pasig CityPostal Code1605
8. Issuer's telephone number, including area code
+63 917 8078815 / (02) 8888-4762
9. Former name or former address, if changed since last report
AG Finance, Incorporated; 16/F Citibank Tower, 8741 Paseo de Roxas, Makati City; Unit 2205A East PSE Centre, Exchange Road, Ortigas Center, Pasig City
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
261,824,002
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.
Ferronoux Holdings, Inc.FERRO
PSE Disclosure Form 7-1 - Notice of Annual or Special Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and Sections 7 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Postponement of stockholders’ meeting
Background/Description of the Disclosure
During the meeting of the Board of Directors on April 8, 2020, the Board of Directors resolved to postpone the schedule of the Annual Stockholders’ Meeting (ASM) which, under the By Laws of the Corporation, is scheduled on the last Friday of June to August 25, 2020.
The foregoing postponement of the ASM is rendered necessary in order to be able to comply with the regulatory deadlines for the required notices and information statements that will be affected due to the enhanced community quarantine implemented by the Philippine government to stop the spread of COVID-19 virus
During the meeting of the Board of Directors on August 5, 2020, the Board of Directors resolved to further postpone the 2020 Annual Stockholders’ Meeting (ASM) of the Corporation which was originally scheduled on August 25, 2020 to October 20, 2020. The Board of Directors also approved the conduct of the 2020 Annual Stockholders’ Meeting of the Corporation through remote communications or other alternative modes of communication and the participation of the stockholders of the Corporation in such meeting through remote communications or other alternative modes of communication in accordance with procedures and mechanics that are to be determined by the management of the Corporation.
The foregoing further postponement of the ASM is rendered necessary in order for the management of the Corporation to have sufficient time to prepare, ensure and secure the appropriate infrastructure and facilities that will allow and enable the online participation of the Corporation’s stockholders in the 2020 Annual Stockholder’s Meeting of the Corporation
Type of Meeting
Annual
Special
Date of Approval by Board of Directors
Aug 5, 2020
Date of Stockholders' Meeting
Oct 20, 2020
Time
1:00
Venue
via remote communication
Record Date
Sep 18, 2020
Agenda
The agenda for the said meeting shall be as follows:
1. Call to Order 2. Secretary’s Proof of Due Notice of the Meeting and Determination of Quorum 3. Approval of the Minutes of the Stockholders’ Meeting held on October 15, 2019 4. Management’s Report 5. Ratification of Acts of the Board of Directors and Management during the Previous Year 6. Election of Directors (including Independent Directors) 7. Appointment of External Auditor 8. Other Matters 9. Adjournment
Inclusive Dates of Closing of Stock Transfer Books
Start Date
N/A
End Date
N/A
Other Relevant Information
The disclosure is amended to inform the stockholders, the Philippine Stock Exchange, and the Securities and Exchange Commission regarding the further postponement of the Annual Stockholders' Meeting from August 25, 2020 to October 20, 2020 and to provide the following details:
(1) New date of the Annual Stockholders' Meeting (ASM); (2) Time of the ASM; (2) Venue of the ASM; (3) Record Date; and (4) Agenda
In light of the current conditions and in support of efforts to contain the outbreak of COVID-19, stockholders may attend the meeting and vote via remote communication only. The Company is in the process of finalizing the details of the online facilities for the remote communication and the procedures for the pre-registration of the stockholders of the Company. The Company will immediately provide the necessary information, disclosure and notices as soon as the foregoing details are finalized.
In compliance with the Notice dated April 3, 2020 issued by the Securities Exchange Commission on the (1) Filing of SEC Form 17-LC, in lieu of a Written Request for Extension of Filing 17-A or 17-Q Reports; and (2) Filing of the Notice of Postponement of Annual Stockholders Meeting, attached is the certification issued by the Corporate Secretary of the Corporation attesting to the resolution of the board of directors with respect to the postponement of the ASM.
Please see attached SEC Form 17-C (Current Report) to be filed with the Securities and Exchange Commission with the following attachments: (a) Notice of Meeting for the 2020 ASM; and (b) Secretary's Certificate on the resolution of the Board of Directors on the postponement of the ASM.
Ferronoux Holdings, Inc.FERRO