Beruflich Dokumente
Kultur Dokumente
THIS AGREEMENT is made this 22nd day of May 2016, by and among:
ARTHUR GO, of legal age, Filipino, single with residence at 124
Rose St., BF Pilar, Las Pinas City;
ANDREW CHUA, of legal age, Filipino, single with residence at 12
Santos St., Greenwoods Village, Quezon City;
KENNEDY LIM, of legal age, Filipino, single with residence at 43
San Antonio St., Forbes Park, Makati City;
(ARTHUR GO, ANDREW CHUA AND KENNEDY LIM are herein
collectively referred to as Existing Shareholders.);
ALLIED COMPANY, INC., a corporation duly organized and
existing under Philippine laws, with principal office address at
principal office address at 8th and 9th floor RCBC Tower, Ayala
Avenue, Makati City, Metro Manila and hereinafter referred to as
the Company;
-
and
The table below sets for the shareholders of the Company and the
number of shares owned by them in the Company.
Name of
Shareholder
Number of
Shares Held
ARTHUR GO
ANDREW CHUA
KENNEDY LIM
5124955
30
15
Classification of
Shares
PREFERRED
PREFERRED
PREFERRED
Percentage
Total of
Shareholding
99.99
.00058537
.00029268
The Existing Shareholders wish to enter into this Agreement for the
purpose of transferring the shares in the capital stock of the Company
under the name of Arthur Go to the Investor, and regulating certain
matters in connection with the business and affairs thereof and their
respective relationships with each other.
NOW, THEREFORE, the parties hereto agree as follows:
1.
1.1
Number of
Shares
Subscribed
5124955
30
Amount
Subscribed
Amount
Paid
% to Total
Outstanding
512495500
3000
512495500
3000
99.99
.00058537
15
1500
1500
.00029268
1.2
1.3
2.
BOARD OF DIRECTORS
2.1.
2.2.
2.3.
2.4.
Each of the Parties shall cause the election of the nominees to the Board
of Directors by casting their votes in favor of the nominees.
2.5.
Each Party, subject to the procedures under the Corporation Code, shall
be entitled to remove any director it has nominated. Each Party shall also
be entitled to nominate a new Director to take the place of its nominee
who is removed or vacates his office for any cause.
3.
DISPOSAL OF SHARES
3.1.
3.2.
3.3.
The restrictions in this Section shall not apply to qualifying shares held
by representative Directors of any of the Parties.
3.4.
4.
DIVIDEND
4.1.
5.
RIGHT OF INSPECTION
5.1.
Either party shall have the right to inspect the books and records of the
Company regarding all its business transactions and minutes of
meetings, and to obtain a copy of its financial statements or other
financial information in accordance with Sections 74 and 75 of the
Corporation Code of the Philippines.
6.
LIQUIDATING DIVIDEND
6.1.
Upon its dissolution, the Company shall distribute its assets to the
Parties by way of liquidating dividend, in proportion to the amount of
their investment in the Company.
7.
CONFIDENTIALITY
7.1.
Each of the Parties hereto shall hold in strict confidence this Agreement
and all information, data and documentation received by one party from
the other or the Company in connection with the transactions
contemplated under this Agreement, and shall not divulge or disclose
any of them without the prior written consent of the other party.
7.2.
The Parties undertake not to release any publicity with respect to this
Agreement, the Company or the transactions contemplated hereunder
without the prior written approval of the other party.
This Agreement, shall be binding upon the parties and their successors
and personal representatives while any of the provisions of this
Agreement remain to be performed and observed.
The obligations of each of the parties hereunder shall terminate on that
party ceasing to own or be entitled to an interest in the shares in the
capital of the Corporation save:
a. In respect of the obligations of any party that had accrued but not
been discharged prior to its so ceasing;
b. In respect of any rights of a party to claim damages by reason of any
breach of this Agreement by any other party that had accrued prior to
any party so ceasing.
9.
FURTHER UNDERTAKINGS
9.1.
9.2.
10.
MISCELLANEOUS
This Agreement, and the rights and obligations under this Agreement are
personal to the Parties, their successors and assigns.
10.1. All notices, requests, demands and other communications under this
Agreement or in connection therewith shall be in writing and shall be
addressed to the address stated above or such other address as may be
notified by a party to the other in writing. Such notice shall be given
sufficiently if delivered by hand, post or sent by prepaid registered
airmail, or recorded airmail, by telex authenticated by answer-back code
or by telefax transmission or email as set forth above. Any notice
dispatched in conformity with this clause shall be deemed to have been
effected in the case of delivery by hand on the same day, in the case of
prepaid registered airmail ten (10) days after dispatch of such notice, in
the case of telex five (5) days after the dispatch of such notice and in the
case of telefax and email on the same day.
10.2. This Agreement hereto constitutes the entire agreement of the Parties
with respect to the subject matter of this Agreement, and supersedes any
commitments or agreements, written or verbal, that the Parties hereto
may have had.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement
to be signed by their duly authorized representative as of the date first written
above.
Existing Shareholders:
ARTHUR GO
Chairman of the Board
ANDREW CHUA
Shareholder
ALLIED COMPANY, INC.
Company
by:
_______________________
GEORGE SY
Investor
KENNEDY LIM
Shareholder
___________________________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MAKATI
)SS.
BEFORE ME, a Notary Public for and in the City of Makati,
Philippines, this day of 23rd day of May, 2016, personally appeared:
NAME
ARTHUR GO
ANDREW CHUA
KENNEDY LIM
GEORGE SY
Government Issued
ID/s
TIN No. 515-252-211
TIN No. 145-088-002
PRC No. 2456908
Drivers License No. 41353
All known to me to be the same persons who executed the forgoing instrument
and acknowledged the same to be their free and voluntary act and deed and
that of the respective corporation/s which they represent.
Said instrument refers to a Shareholders Agreement consisting of Eight (8)
pages, including this page wherein the Acknowledgment is written, signed by
the parties and witnesses on all pages and sealed with my notarial seal.