COVERSHEET
COMPANY REGISTRATION AND MONITORING DEPARTMENT
Nature of Application SEC Registration Number
REGISTRATION
I I I I I I I I I I I I
Company Name
I I
I I
I I
I I
Principal Office ( No./Street/Barangay/City/Town/Province)
I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I
I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I
I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I
COMPANY INFORMATION
Company's Email Address Company's Telephone Number/s Company's Facsimile Number/s
CONTACT PERSON INFORMATION
Name of Contact Person Email Address Telephone Number/s Facsimile Number/s
Contact Person's Address
To be accomplished by CRMD Personnel
Date Signature
Assigned Processo~r :
~~~~~~~~~~~~~~
Document I.D.
Received by Corporate Filing and Records Division (CFRD)
Forwardedto:
Corporate and Partnership Registration Division
Green Lane Unit
Financial Analysis and Audit Division
~ Licensing Unit
CERTIFICATE OF INCREASE OF CAPITAL STOCK
OF
KNOW ALL MEN BY THESE PRESENTS:
That, we, the undersign, the Chairman and the Secretary of the Stockholder's meeting and
majority of the members of the Board of Directors of the above-named corporation, organized and
existing under and by virtue of the laws of the Philippines do hereby CERTIFY:
1. That at the meeting of the stockholders of the said corporation held at the principal office on
, at which meeting there was a quorum, the stockholders
representing at least two-thirds (2/3) of the outstanding capital stock in person or by
proxy, approved the increase of the corporation's authorized capital stock from
shares, with a par value of (P _
per share to _
shares with a par value of (P ) per share;
2. That the increase was likewise approved by at least majority of the directors at the meeting
held on
----------------
3. That of the net increase in the authorized capital stock of _
the amount of _
(P _
has been actually subscribed by the subscribers indicated hereunder, and of said subscription,
the amount of
---------------------------------
(P
Has been actually paid in form of advances, as follows:
No. of Shares
Amount of
Subscribed
Name Nationality Shares Amount Paid
From the
Subscribed
Increase
Glennda E Canlas Filipino 258,300 25,830,000 25,830,000
Jose Raul Canlas Filipino 14,350 1,435,000 1,435,000
Rita Canlas Filipino 5,740 574,000 574,000
Raphael Agustin
Filipino 5,740 574,000 574,000
Palencia
Gil Norman Palencia Filipino 2,870 287,000 287,000
TOTAL 287,000 ₱28,700,000 ₱28,700,000
4. That the total actual indebtedness of the corporation as of the date of the
m e e t i n g amounts to P 19,777,132.16
5. That no bonded indebtedness has been incurred, created or increased as of the date of the
stockholders' meeting;
6. That the reason for the increase o f capital s tock is to strengthen its Financial Position
and meet the growth objectives of the company.
7. That the requirements of Sec. 38 of the Corporation Code of the Philippines has been
complied with;
IN WITNESS WHEREOF, we have hereunto set our hands this day of _
20 , at Philippines.
Director Director
Director Director
Director Director
Director Director
Director Director
Director Director
Director Director
Director
COUNTERSIGNED:
CHAIRMAN OFSfOCKHOLDERS' MEETING
SECREfARY OFSfOCKHOLDERS' MEETING
*PRINT NAME BELOW THE SIGNATURE.
Republic of the Philippines)
) S.S.
TREASURER'S AFFIDAVIT
RITA CANLAS after first b e i n g sworn deposes and says:
That he/she was elected treasurer by the stockholders of HALCYON
MARINE HEALTHCARE SYSTEMS INC , to act as such until his/her successor
has been duly elected and qualified in accordance with the by-laws of the
corporation, and that he/she has been authorized to receive for the corporation
all subscriptions paid in by the subscribers for the capital; that out of the net
increase in capital stock, shares worth TWENTY EIGHT MILLION SEVEN
HUNDRED THOUSAND (P 28,700,000 ) has been actually subscribed and that of
said subscription, the amount of TWENTY EIGHT MILLION SEVEN HUNDRED
THOUSAND (P 28,700,000 ) has been actually paid in cash; and out of the existing and unissued
authorized capital stock of Php 750,000.00 the amount of Php25,700.00 has been actually subscribed and of
said subscription, the amount of Php25,700.00 has been actually paid in form of advances.
RITA CANLAS
TREASURER
121-025-833-000
SUBSCRIBED AND SWORN to before me this day of 20
affiant exhibiting to me his Community Tax Certificate No. issued at
on , 20 .
NOTARY PUBLIC
Doc. No.
Page No.
BookNo. ,
Series of20
DIRECTORS' CERTIFICATE
We, the undersigned majority members of the directors and the Corporate Secretary of
HALCYON MARINE HEATHCARE SYSTEMS INC. , do hereby certify
that the Articles of Incorporation of said corporation was amended by a majority vote of the
directors and the vote of stockholders representing at least two-thirds (2/3) of the outstanding
capital stock at a meeting held on APRIL 4, 2016 at the
principal office of the corporation.
The amended provisions of the attached Amended Articles of Incorporation refer to
THE INCREASE OF THE CAPITAL STOCK OF HALCYON MARINE HEALTCARE SYSTEMS INC.
We hereby certify that the Amended Articles of Incorporation is a true and correct copy.
In witness whereof, we have hereunto signed this certificate this 04 day
of
APRIL , 20 16 at MAKATI CITY
GLENNDA E. CANLAS JOSE RAUL C. CANLAS
TIN: 137-152-278-000 TIN: 111-220-714-000
Director/President/Medical Director Director/Chairman
RITA CANLAS RAPHAEL AGUSTIN E. CANLAS
TIN: 121-025-833-000 TIN: 261-598-394-000
Director/Treasurer Director
TIN: TIN:
TIN: TIN:
TIN: TIN:
TIN:
COUNTERSIGNED:
CORPORATE SECRETARY
TIN:
SUBSCRIBED AND SWORN to before me this day of , 20 in
by the above-named persons who exhibited to me their
Community Tax Certificates as follows:
NAME CCT. NO. DATE/PLACE ISSUED
NOTARY PUBLIC
Doc. No.
--'
Page No.
--'
Book No.
Series of 20
(NOTE: To be attached to the Amended Articles of Incorporation reflecting the increase of capital stock)
List of Stockholders o f Record
As of APRIL 4, 2016 (date of stockholders’ meeting approving the increase of capital stock)
Name of Subscriber Nationality Subscribed Amount P a i d
No. Of Shares Amount
1. Glennda E Canlas Filipino 8,250 825,000 825,000
2. Jose Raul Canlas Filipino 875 87,500 87,500
3. Rita Canlas Filipino 325 32,500 32,500
4. Raphael Agustin Palencia Filipino 400 40,000 40,000
5. Norma Perez Estores Filipino 150 15,000 15,000
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
Total 10,000 1,000,000 1,000,000
SUBSCRIBE A N D SWORN to before me this_ day of ~ 20_ , affiant exhibiting to me
his issued at on
Doc. No. Page NOTARYPUBLIC
No. Book No.
Series of 20_
WAIVER OF PRE-EMPTIVE RIGHTS
I/We, the undersigned stockholder/s of HALCYON MARINE HEALTHCARE
SYSTEM, INC., hereby waive my/our pre-emptive right/s to subscribe to the new
shares that will be issued to a new subscriber, Mr. Gil Norman Palencia, in the aggregate
amount of Php 287,300.00 out of the existing and unissued authorized capital stock and
out of the increase in capital from Php 1,000,000.00 to Php 29,700,000.00 duly approved
by the Board of Directors and by the stock holders comprising two-thirds (2/3) of the
outstanding capital stock on 04 April 2016.
In witness whereof, I/We hereby signed my/our name this day of
, 20 .
GLENNDA ESTORES CANLAS JOSE RAUL CASTRO CANLAS
RAPHAEL AGUSTIN E. PALENCIA RITA CANLAS
MANAGEMENT REPRESENTATION
To the Securities and Exchange Commission:
In connection with the application of _
-----------~(nameofcompany)for_~~~~~~~~~~~
(describe the application), the undersigned hereby declares under oath the following:
(1) That all information and representation contained in the submitted application and
its supporting documents are true and correct;
(2) That the verification procedures required by the Commission were conducted by an
independent auditor who issued a report thereon, in accordance with the auditing
standards in force;
(3) That the items/accounts subject of the application are authorized, valid and legal;
and
(4) That the shares of stock to be issued are not watered (if the subject application
pertains to an increase of capital stock).
The management hereby authorizes the Commission to examine anytime, even after the
approval of the application, the company's books of accounts and records to determine
the validity and accuracy of the transaction.
President/Chief Executive Officer
Treasurer/Chief Finance Officer
CHECKLIST OF BASIC REQUIREMENTS FOR INCREASE OF CAPITAL
STOCK
1. Certificate of Increase of Capital Stock
2. Treasurer's Affidavit
3. Directors' Certificate of Amended Articles of Incorporation
4. Amended Articles of Incorporation
5. List of Stockholders of Record as of the date of the stockholders' meeting approving the
increase of capital stock
6. Written Waiver of Pre-emptive Rights of Non-subscribing Stockholders
ADDITIONAL REQUIREMENTS (If payment on the subscription to the increase
of capital is CASH)
1. A report to be rendered by an independent CPA on the on-site verification of the cash
payment on subscription to the increase of capital, in accordance with the attached guide on
on-site verification;
2. CPA Statement of Representation;
3. Management Representation;
4. Covering letter of the report of an Independent CPA on the conduct and result of the
required verification procedure if the engagement of the external auditor involves agreed•
upon procedure;
5. Copies of the official receipts (ORs), deposit slip(s), bank statement(s), passbook(s);
6. Trial balance as of the end of the month immediately preceding the submission of the
requirements, certified by the Company Accountant (must include the additional cash
infusion);
7. Audited financial statements as of the last fiscal/calendar year, stamped-received by the
BIR/SEC;
8. Others - Secure from the Law and Regulation Division (3rd Floor of the SEC Bldg.) the
Clearance I Confirmation of Payment (COP) of Penalties for late/non-filing of the General
Information Sheet (GIS), financial statements (FS) and late/non registration of Stock and
Transfer Book (STB).
NOTE : Disregard item no. 1 (of the additional requirements) if payment on subscription to the
increase is already reflected in the audited financial statements as of the last fiscal/calendar year,
and said additional capital infusion is already reflected in the Cash Flow Statement.
FOR OTHER FORMS OF PAYMENT, additional lists of requirements are available at the
Financial Analysis & Audit Division (FAAD) of the COMPANY REGISTRATION AND
MONITORING DEPARTMENT (CRMD), 2nd Floor, Sec Building, EDSA, Mandaluyong City
and may also be down-loaded from http://www.sec.2ov.ph/
Covering letter of the report of an independent CPA on the conduct and result of the required
verification procedure if the engagement of the external auditor involves agreed-upon
procedures.
To the Securities and Exchange Commission:
In connection
with the application of _
(name of company) for
--------- -----------------
(describe the application), the undersigned hereby declares:
(1) That as external auditor engaged by the said company, I/We conducted the
verification procedures required under Section 2 of the Guidelines on On-site
Verification of Financial Records Relative to Certain Applications Filed with the
Commission, and that I/We observed all the requirements of existing auditing
standards and practices applicable to the said engagement; and
(2) That since the foregoing engagement does not involve an audit or review of the
company's financial statements but only the conduct of a set of agreed-upon
procedures and issuance of a report of the factual findings thereon, I/We gave a "no
assurance" statement in my/our (date) report attached to
said report does not exempt me/us from responsibility over the conduct of the said
procedures and the factual findings stated therein.
Name and signature of external auditor
BOA Registration No. _
Date of issuance -------
SEC Accreditation No. (if any)
GUIDELINES ON ON-SITE VERIFICATION OF FINANCIAL RECORDS
RELATIVE TO CERTAIN APPLICATIONS FILED WITH THE
COMMISSION
(SEC Memorandum Circular No. 6, Series of 2008)
Section 2.1 - Application for Increase of Capital Stock
(a) Payment of Cash on Subscription - Among other requirements for the approval of the application, a
report on the conduct of the following on-site verification procedures should be submitted:
1. Obtain from the company a schedule of cash received as deposits for subscription on the
proposed increase in capital stock which shows the following information:
1. Date recorded in the books
2. Official Receipt (OR) No.
3. Name of subscriber
4. Amount of cash received
5. Form of payment (cash or check)
Note: A copy of the official receipt (OR) should be attached to the
company's schedule.
11. Check the mathematical accuracy of the company's schedule;
111. Compare the balance of the deposits for subscription to the general ledger;
iv. Trace the cash received as deposits for subscription to the cash receipts book
v. Obtain a copy of the minutes of the meetings of the board of directors and stockholders
approving the increase of capital stock of the company;
vi. Compare the amounts received from the subscribers to the duplicate copy of the official
receipts;
v11. Trace the amounts received to the bank-validated deposit slips and, for check payments,
trace the amounts to the bank statement. (Note: A copy of the deposit slip, passbook
and/or bank statement should be attached to the company's schedule);
v111. Inspect all entries in the cash disbursement books of the company for any prior
disbursements made to the subscribers that can be linked or associated with the
subscriber's payment for subscriptions;
ix, Inspect all entries in the cash disbursement book of the company for any subsequent
disbursement, advances or loans granted to the subscriber;
x. Conduct a cash count of the funds of the company as of the date of examination and work
back up to the month immediately preceding the date of the meeting when the
stockholders approved the increase in capital stock of the company;
xi. Obtain a summary of the cash in the bank account of the company and bank
reconciliation statements as of the end of the month immediately preceding the
submission of the application;
x11. Check the mathematical accuracy of the summary and bank reconciliation statements;
trace the receipts and disbursements and other transactions in the summary and bank
reconciliation statements to the entries in the general ledger, and compare the balances
shown in the summary and bank reconciliation statements with the balances per books
and bank statements.
TO THE SECURITIES AND EXCHANGE COMMISSION
In connection with my examination of the financial statements of client
corporations which are to be submitted to the Commission, I hereby represent the
following:
1. That said financial statements are presented in confirmity with
generally accepted accounting principles in all cases where I
shall express an unqualified opinion; except that in case of any
departure from such principles, I shall indicate the nature of
the departure, the effects thereof, and the reasons why
compliance with the principles would result in a misleading
statement, if such is a fact;
2. That I shall fully meet the requirements of independence as provided for
in Section 14 of the Code of Professional Ethics for CPAs;
3. That in the conduct of the audit, I shall comply with the generally
accepted auditing standards promulgated by the Board of
Accountancy. In case of my departure from such standards or any
limitation in the scope of my examination, I shall indicate the nature
of departure and the extent of the limitation, the reasons thereof;
4. That relative to the expression of my opinion on the said financial
statements, I shall not commit any act discreditable to the
profession as provided for in Section 23 of the Code of Professional
Ethics for CPAs.
As a CPA engaged in public practice, I make these representations in my individual
capacity.
Signatur
e
Printed Name :
CPA Cert. No. :
TIN
PTR No.
