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COMPANY INFORMATION
Company's Email Address Company's Telephone Number/s Company's Facsimile Number/s
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Document I.D.
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
2. That the increase was likewise approved by at least majority of the directors at the meeting
held on
----------------
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
Raphael Agustin
Filipino 5,740 574,000 574,000
Palencia
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:
TREASURER'S AFFIDAVIT
RITA CANLAS
TREASURER
121-025-833-000
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.
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
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COUNTERSIGNED:
CORPORATE SECRETARY
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NOTARY PUBLIC
Doc. No.
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Page No.
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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)
(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.
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.
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.
(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)
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
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;
Signatur
e
Printed Name :
CPA Cert. No. :
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