Remarks C06050-2021

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)
Aug 23, 2021
2. SEC Identification Number
24015
3. BIR Tax Identification No.
000-282-553
4. Exact name of issuer as specified in its charter
The Keepers Holdings, Inc.
5. Province, country or other jurisdiction of incorporation
Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
No. 900 Romualdez St., Paco, Manila Postal Code 1007
8. Issuer's telephone number, including area code
(632) 8522-8801 to 04
9. Former name or former address, if changed since last report
Da Vinci Capital Holdings, Inc.
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 11,508,750,305
11. Indicate the item numbers reported herein
Other Matters

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.

Da Vinci Capital Holdings, Inc.DAVIN

PSE Disclosure Form 4-11 - Change in Number of Issued and Outstanding Shares References: Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Change in the Number of Issued and Outstanding Shares of The Keepers Holdings, Inc., formerly Da Vinci Capital Holdings, Inc.

Background/Description of the Disclosure

On October 20, 2020, the Board of Directors of The Keepers Holdings, Inc. approved to increase its capital stock to P2 billion with a par value of P0.10 per share from Three Hundred Twenty-Seven Million Six Hundred Thousand Pesos (Php327,600,000.00) divided into One Billion Two Hundred Million (1,200,000) common shares with a par value of Two and Three-Tenths Centavos (Php0.023) per share, and Three Billion (3,000,000,000) preferred shares with a par value of Ten Centavos (Php0.10) per share.

On November 20, 2020, more than 2/3 of the stockholders of the Company approved the said increase of capital stock and change of par value.

On February 19 and March 29, 2021, the Company's Board of Directors approved the issuance of 11,250,000,000 common shares to Cosco Capital, Inc. at P2.00 per share, to be issued from the Company's increase of capital stock, in exchange for Cosco Capital's full ownership in Montosco, Inc., Meritus Prime Distributions, Inc. and Premier Wines and Spirits, Inc. ("Share Swap Transaction").

On May 28, 2021, pursuant to the Share Swap Transaction with Cosco Capital, Inc., more than 2/3 of the Company's stockholders approved the issuance and listing of 11,250,000,000 common shares to Cosco Capital, Inc. and the waiver of the requirement to conduct a rights offering.

On June 30, 2021, the Securities and Exchange Commission approved the Company's increase of capital stock supported by the Share Swap Transaction, the change of par value and the treatment of fractional shares. (For more details of the SEC approval, please refer to Company's Disclosure dated July 7, 2021).

Change(s) in Number of Issued and Outstanding Shares

Issued Shares
Type of Security /Stock Symbol Before After
Common shares / DAVIN 258,750,305 11,508,750,305
Outstanding Shares
Type of Security /Stock Symbol Before After
Common shares / DAVIN 258,750,305 11,508,750,305
Other Changes, if any
In percent Before After
Public float 15 0.34
Foreign Ownership level 0.51 0.01
Filed on behalf by:
Name Candy Dacanay-Datuon
Designation Corporate Secretary