C05236-2021

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)
Jul 30, 2021
2. SEC Identification Number
AS092-00589
3. BIR Tax Identification No.
001-817-292
4. Exact name of issuer as specified in its charter
Greenergy Holdings Incorporated
5. Province, country or other jurisdiction of incorporation
Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
54 National Road, Dampol II-A, Pulilan, Bulacan Postal Code 3005
8. Issuer's telephone number, including area code
(02) 8997-5184
9. Former name or former address, if changed since last report
Not applicable
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 1,800,778,573
Preferred Shares 1,000,000,000
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.

Greenergy Holdings IncorporatedGREEN

PSE Disclosure Form 4-30 - Material Information/Transactions References: SRC Rule 17 (SEC Form 17-C) and
Sections 4.1 and 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Matters Approved and Ratified by the Board of Directors and Execution of Share Purchase Agreement with ABS-CBN Corporation
Background/Description of the Disclosure

Greenergy Holdings Incorporated (the “Company”) is pleased to inform the investing public that in the meeting of the Board of Directors (the “Board”) held today, the Board approved:

a. The authority of the Company to enter into a Share Purchase Agreement with ABS-CBN Corporation (“ABS-CBN”) for: (i) the investment of the Company in U-Pay Digital Technologies, Inc. (“U-Pay”) through the acquisition from ABS-CBN of 51,000,000 shares of stock of U-Pay (the “Subject Shares”) with a par value of Php1.00 per share, at a price of its total par value of Php51,000,000.00 (the “Purchase Price”), which would result in the Company owning 51% of the outstanding capital stock of U-Pay; and (ii) payment of additional consideration of Php3,000,000.00 for disbursement of fees and charges due on U-Pay’s governmental permits and licenses, reimbursement for the pre-operating expenses advanced by ABS-CBN to U-Pay and assignment to U-Pay of ABS-CBN’s rights and interests to the marks and all other intellectual property rights created and developed by ABS-CBN (the “Transaction”);

b. The authority of the Company to enter into a Shareholders’ Agreement with the existing shareholder of U-Pay, iBayad Online Ventures Incorporated, which will govern the relationship between the said corporation and the Company as shareholders of U-Pay; and

c. The ratification of the Memorandum of Agreement between the Company and DITO Telecommunity Corporation dated 23 July 2021, the execution of which was previously disclosed on even date.

The Company is further pleased to inform the investing public that the above-mentioned Share Purchase Agreement was executed by the Company and ABS-CBN today. The closing date of the Transaction shall be subject to the completion of certain conditions precedent to closing, including the issuance by the Bangko Sentral ng Pilipinas (BSP) of a letter of no objection to the acquisition of the Subject Shares by the Company, which shall not be later than 30 September 2021.

U-Pay is a fintech company engaged in the business of customer and merchant e-wallet/e-money services and other related services, operating a platform therefor, as well as advertising, producing, distributing, and marketing products and services that are connected to the operations of said business. It has a Type “C” E-Money Issuer license issued by BSP and duly registered to operate as a Remittance and Transfer Company.
Other Relevant Information

Please see attached SEC Form 17-C.
Filed on behalf by:
Name Paula Katrina Nora
Designation Corporate Secretary