SL Agritech Corporation

Transcription

1 SL Agritech Corporation NOTICE OF ANNUAL STOCKHOLDERS MEETING AND PRELIMINARY INFORMATION STATEMENT (SEC FORM 20-IS) August 15, 2016 At 9: Pasong Tamo Extension, Makati City

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3 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [x] Preliminary Information Statement [ ] Definitive Information Statement 2. Name of Registrant as specified in its charter SL Agritech Corporation 3. METRO MANILA, PHILIPPINES Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number A BIR Tax Identification Code Pasong Tamo Extension, Makati City Address of principal office Postal Code 7. Registrant s telephone number, including area code (02) August 15, 2016 at 9:00AM,2302 Pasong Tamo Extension, Makati City Date, time and place of the meeting of security holders 9. Approximate date on which the Information Statement is first to be sent or given to security holdersjuly22, In case of Proxy Solicitations: Name of Person Filing the Statement/Solicitor:_n/a Address and Telephone No.:n/a 11. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class Number of Shares of Stock Outstanding or Amount of Debt Outstanding 810,000,000 Short Term Commercial Paper 1,000,000, Are any or all of registrant's securities listed in a Stock Exchange? Yes x No PDEX If yes, disclose the name of such Stock Exchange and the class of securities listed therein: 4

4 SL Agritech Corporation PART I. A. GENERAL INFORMATION Item 1. Date, time and place of meeting of security holders. Date : August12, 2016 Time : 9:00AM Place : 2302 Pasong Tamo Extension, Makati City Principal Office: 2302 Pasong Tamo Extension, Makati City Approximate Date of Distribution to Security Holders: July22, 2016 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Item 2. Dissenters' Right of Appraisal There are no matters to be acted upon at the meeting involving instances set forth in the Corporation Code of the Philippines for which a stockholder may exercise the right of appraisal. Pursuant to Section 81 Title X, Appraisal Right, Corporation Code of the Philippines, any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in the following instances: (1) in case of any amendment to the articles of incorporation that has the effect of changing or restricting the rights of any stockholder or class of shares, or authorizing preferences in any respect superior to those of outstanding shares of any class, or extending or shortening the term of corporate existence; (b) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets, and (c) in case of merger. Section 82 of the Corporation Code also provides that, this appraisal right may be exercised by any stockholder who shall have voted against the proposed action, by making a written demand on the corporation within thirty (30) days after the date on which the vote was taken for payment of the fair value of his shares. Failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed action is implemented or affected, the corporation shall pay to such stockholder, upon surrender of the certificate or certificates of stock representing his shares, the value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and the corporation cannot agree on the value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom shall be named by the stockholder, another by the corporation, and the third by the two thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the corporation within thirty (30) days after such award is made. No payment shall be made to the dissenting stockholder unless the bank has unrestricted retained earnings in its book to cover such payment. Upon payment by the Corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the Corporation. From the time of demand for payment of the fair value of a stockholder s shares until either the abandonment of the corporate action involved or the purchase of the said shares by the corporation, all rights accruing to such shares, including voting and dividend right, shall be suspended, except the right of such stockholder to receive payment of the fair value thereof: Provided, that if the dissenting stockholder is not paid the value of his shares within 30 days after the award, his voting right and dividend rights shall immediately be restored (Section 83 of the Corporation Code). 5

5 Within ten (10) days after demanding payment of his shares, a dissenting stockholder shall submit the certificate(s) of stock representing his shares to the Corporation for notation thereon that such shares are dissenting shares. His failure to do so shall, at the option of the Corporation, terminate his appraisal right (Section 86, Corporation Code). No demand for payment as aforesaid may be withdrawn by the dissenting stockholder unless the Corporation consents thereto (Section 84, Corporation Code). The appraisal right shall be exercised in accordance with Title X of the Corporation Code. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon Other than the election to office, the ratification of the approval of the amendment of the Articles of Incorporation creating preferred shares, and the ratification of the approval of the amendment of the By-Laws changing the date of annual meeting is to be taken up in the Annual Stockholders Meeting. No director has informed the Company in writing of his intentions to oppose any action to be taken by the Company during the Annual Stockholders Meeting. A. CONTROL AND COMPENSATION INFORMATION A. CONTROL AND COMPENSATION INFORMATION ITEM 4.VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF As of June30, 2016,there are 810,000,000 subscribed, issued and outstanding common shares entitled to vote at the meeting, with each share entitled to one vote. All stockholders of record at the close of business hours on July 15, 2016shall be entitled to cumulative voting rights with respect to the election of directors. A stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Company as of July 15, 2016 multiplied by the whole number of directors to be elected. 6

6 Security Ownership of Certain Record & Beneficial Owners and Management (1) Security Ownership of Certain Record and Beneficial Owners of more than 5% There were no delinquent stocks, and the direct and indirect record and beneficial owners of more than five percent (5%) of the Company s voting securities as of June 30, 2016 are as follows: Title of Class Name, Address of Record Owner & Relationship with the Company Name of Beneficial Owner and Relationship with the Record Owner Citizenship No. of Shares Percentage Henry Lim Bon Liong Chairman and President Chairman, President & CEO Joseph Lim Bon Huan Gerry Lim Bon Hiong and Treasurer and Treasurer Ruben Lim Bon Siong Same as the record owner Same as the record owner Same as the record owner Same as the record owner Filipino 328,049, % Filipino 295,605, % Filipino 129,600, % Filipino 56,700, % TOTAL 809,955, % (2) Security Ownership of Management The following is a summary of the aggregate shareholdings of the Company s directors and executive officers in the Company and the percentage of their shareholdings as of June 30, 2016: Title of Class Name of Beneficial Owner Amount and Nature of Beneficial Ownership Henry Lim Bon Liong Chairman and President Joseph Lim Bon Huan Gerry Lim Bon Hiong and Treasurer 328,049,996 Same as the record owner 295,605,450 Same as the record owner 129,600,000 Same as the record owner Citizenship Percent of Class Filipino 40.50% Filipino 36.49% Filipino 16.00% 7

7 Ruben Lim Bon Siong Evelyn Lim Pete Nicomedes Prado Independent Gregorio Pio P. Catapang Jr. Independent 56,700,000 Same as the record owner 44,550 Same as the record owner 2 Same as the record owner 2 Same as the Filipino 7.00% Filipino 0.01% Filipino 0.00% Filipino 0.00% record owner TOTAL 810,000, % 8

8 (3) Voting Trust Holders of 5% or More There is no voting trust or similar arrangement executed among holders of five percent (5%) or more of the issued and outstanding shares of common stock of the Company. ITEM 5.DIRECTORS AND EXECUTIVE OFFICERS Except in cases where a higher vote is required under the Corporation Code, the approval of any corporate action shall require the majority vote of all the stockholders present in the meeting, if constituting a quorum. Except in cases where voting by ballot is applicable, voting and counting shall be viva voce. If by ballot, the counting shall be supervised by the external auditors and transfer agent of the Company. In the election of directors, each common shareholder of record as of July 15, 2016is entitled to as many votes as there are directors to be elected. A stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit: Provided, that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by the number of directors to be elected. The Corporate Secretary or Assistant Corporate Secretary and attended by the Stock and Transfer Agent shall settle questions and issues relating to the validity and sufficiency, both as to form and substance, of proxies resolved. The Corporate Secretary s decision shall be final and binding upon the shareholders. Any such question or issue decided upon by the Corporate Secretary shall be deemed settled and those not brought shall be deemed waived and may no longer be raised during the stockholder s meeting. 9

9 (1) Board of s and Executive Officers The incumbent directors, including independent directors and executive officers of the Company are as follows: Name Age Assumption of Designation office Henry Lim Bon Chairman/President and CEO Liong Joseph Lim Bon Huan Gerry Lim Bon /Executive Vice President and CFO Hiong Ruben Lim Bon Siong Evelyn Lim Pete Independent Nicomedes Prado Gregorio Pio P. Catapang Jr Independent Christine P Corporate Secretary Base The nominees for independent directors of the Company are Pete Prado and Gregorio Catapang, Jr. They are nominatedby Henry Lim Bon Liong, a shareholder of the Company; and, to the Company s knowledge, there is no relationship between the nominees for independent directors and Mr. Henry Lim Bon Liong. DIRECTORS AND EXECUTIVE OFFICERS The following are the business experiences and positions held by the s and Executive Officers for the past five (5) years: The Company s Board of s is responsible for over-all management and direction of the Company. The Board meets to review and monitor the Company s future plans. The Company has seven (7) directors. The table below sets forth each member of the Company s Board elected during the most recent annual stockholder s meeting and are to serve until the next annual stockholders meeting or until their successors have been duly elected and qualified. Name Henry Lim Bon Liong Joseph Lim Bon Huan Gerry Lim Bon Hiong Ruben Lim Bon Siong Evelyn Lim Pete Nicomedes Prado Gregorio Pio P. Catapang Jr. Christine P. Base Designation Chairman/President and CEO /Executive Vice President and CFO Independent Independent Corporate Secretary Henry Lim Bon Liong, 65, Filipino, is the Chairman, President and Chief Executive Officer of the Company since its inception. He is currently the Chairman and Chief Executive Officer of Sterling Paper Products Enterprises, Inc., Central Book Store, Inc., Expressions Stationery Shop Inc., S.P. Properties, Inc., and Straight Lines International, Inc. He is also a of the Philippine Stationers Association, Inc. and of the Philippine School Pad & Notebook Manufacturers Association, Chairman of the Agriculture Committee of the Philippine Chamber of Commerce & Industry, Inc., and a Vice President and Board Member of the Federation of Filipino-Chinese Chamber of Commerce &Industry. He was formerly the President of the Philippine Stationers Association, Inc. in 1995 and of the Philippine School 10

10 Pad & Notebook Manufacturers Association in 2000, the Chairman of the Food Security Committee of the Philippine Chamber of Commerce & Industry, Inc. in 2006, and the executive & Vice Chairman of the External Affairs Committee of the Federation of Filipino-Chinese Chamber of Commerce & Industry in Mr. Lim graduated from the University of the Philippines with a Bachelor of Science degree in Mechanical Engineering in He attended the Strategic Business Economics Program at the University of Asia and the Pacific in 1992 and the Executive Education Program Owner/President Management Program at the Harvard Business School from Joseph Lim Bon Huan, 62, Filipino, is a of the Company since its inception. He is currently the President and Chief Operating Officer of Sterling Paper Products Enterprises, Inc., SP Properties, Inc., Central Bookstore Inc., and Straight Lines International, Inc, President of Expressions Stationery Shop, and Vice President of QCABI. He is also in the Board of Trustees of Ai-Hu Foundation Incorporated and is a Board Member in the Federation of Filipino-Chinese Chamber of Commerce & Industry, Inc. He was formerly the Executive of the Federation of Filipino-Chinese Chamber of Commerce & Industry, Inc. from 2005 to 2009, the President of Ai Hu Foundation Incorporated from 2003 to 2010 and of Bulacan Commercial & Industrial Association, Inc from 2004 to He completed subjects leading to a Bachelor of Science degree in Electrical Engineering from the University of the Philippines. Gerry Lim Bon Hiong, 55, Filipino, has been a since the Company s inception and is currently the Executive Vice President and CFO of the Company. He is currently the President of Sterling Global Call Center Inc., the Executive Vice President of Sterling Paper Products Enterprises, Inc., Treasurer of SP Properties, Inc. and Vice President for Marketing of Straight Lines International, Inc. Mr. Lim graduated from the University of Santo Tomas with a Bachelor of Science degree in Business Administration, Major in Marketing in Ruben Lim Bon Siong, 52, Filipino, is a of the Company since its inception. By profession, Mr. Ruben Lim Bon Siong is a Doctor of Medicine, specializing in Opthalmology. He is currently serving as a in the International Eye Institute of St. Luke s Medical Center, as Chair of St. Luke s College of Medicine of the Deparment of Opthalmology, as a Board Memberof the Philippine Board of Opthalmology, as a Senior Consultant in the Allied Opthalmic Consultants, as Vice President in the Philippine Academy of Opthalmology and and as a Trustee in the Eye Bank Foundation of the Philippines and the Hope in Sight Foundation. Mr. Ruben Lim Bon Siong is also concurrently a part time Clinical Associate Professor in the College of Medicine of the University of the Philippines and a Medical Specialist III in the Philippine General Hospital. Mr. Ruben Lim Bon Siong graduated cum laude with a degree in Biology in 1984 and as a Doctor of Medicine in 1989 from the University of the Philippines. He then studied Cornea, External Disease and Refractive Surgery from the Barnes-Jewish Hospital Washington University School of Medicine in St. Louis, Missouri, USA and Dacryology in the Centro Especial Hospital Ramon y Cajal, Unibersidad de Alcala de Heneras in Madrid, Spain in This was followed by studies in Cornea and External Diseases in the University of the Philippines in Evelyn Co Lim, 44, Filipino, is a of the Company since its inception. She is currently the Assistant Vice President for Purchasing of Sterling Paper Products Enterprises, Inc. and of Central Bookstore, Inc. She was previously the AVP of Purchasing of SL Agritech Corporation from 2008 to 2010 and the AVP of Purchasing of Central Bookstore, Inc. from 1996 to Ms. Evelyn Lim graduated from the College of the Holy Spirit with a Bachelor of Science degree in Marketing in Pete Nicomedes Prado, 67, Filipino, is a non-executive director of the Company since June 1, He is currently the Chairman and CEO of Kifil International Inc. (Phils.), Churn Properties, LLC (Georgia, USA) and Southeast Country Bank, the Chairman and President of Pratrium Holdings, N.A. Inc. (USA), the Chairman of Pratrium Holdings Inc. (Phils.) and President of Barnston Herbs International, Inc. (Phils.) Mr. Prado previously served as the Secretary of the Department of Transportation and Communication from 1990 to 1992, as Chairman of the Board of the Manila International Airport Authority from 1990 to 1992 and the Philippine National Railways, as the Chairman and General Manager of the Project Management Office from 1987 to 1990, the Chairman of the Philippine Ports Authority from 1990 to 1992, and as a in the United Nations Development Program 1973 to Mr. Prado received his Doctor of Humanities from the University of Baguio in 1990, Master s Degree in Environmental Planning from the University of the Philippines in 1971, Postgraduate diploma in Intermodal Transportation system from the United Nations Center for Regional Development in Japan 11

11 in 1973, Bachelor of Arts degree from the Ateneo de Manila University, and an Associate of Arts degree from San Jose Seminary in Gregorio Pio P. Catapang Jr., 56, Filipino, is an Independent of the Company. He is a member of the board of directors of Bases Conversion and Development Authority. Previously, he served as the 45th Chief of Staff of the Armed Forces of the Philippines, Chairman of the Board of Armed Forces and Police Savings and Loan Association, Armed Forces and Police Mutual Benefit Association, Inc., and Armed Forces of the Philippines Retirement and Separation Benefit System. Christine P. Base, 45, Filipino, is the Corporate Secretary of the Company since July She is currently a Corporate and Tax Lawyer at Pacis and Reyes, Attorneys and the Managing of Legisforum, Inc. She is a director and/or corporate secretary of several private corporations. She was an Auditor and then Tax Lawyer of Sycip, Gorres, Velayo& Co. She is a graduate of Ateneo De Manila University School of Law with a degree of Juris Doctor. Ms. Base is also a Certified Public Accountant. She graduated from De La Salle University with a Bachelor of Science degree of Commerce major in Accounting. Significant Employee The business of the Company is not highly dependent on the services of any particular employee. The Company has a group of select researchers and scientists which have trained under Dr. Yuan Longping in China. This group of researchers and scientists heads the Company s research and development on hybrid rice seeds. The researchers and scientists work as a team, thus the Company is not dependent on one specific researcher and/or scientist to develop its products. In the future, the Company also intends to expand the number of its researchers and scientists to ensure the continuous development of products. Family Relationships s Henry Lim Bon Liong, Joseph Lim Bon Huan, Gerry Lim Bon Hiong, Ruben Lim Bon Siong, and Evelyn Lim are siblings. Other than the foregoing, there are no family relationships either by consanguinity or affinity up to the 4 th civil degree among the executive officers. (2) Independent Two(2) incumbent directors of the Company, namely Pete Prado and Gregorio Catapang, Jr., are the Independent s for the year They are not employees of the Company and do not have any relationship with the Company, which would interfere with the exercise of their independent judgment in carrying out the responsibilities of a director. The following are nominated for election to the Board of s during this year s Annual Stockholders Meeting: Name Henry Lim Bon Liong Joseph Lim Bon Huan Gerry Lim Bon Hiong Ruben Lim Bon Siong Evelyn Lim Pete Nicomedes Prado Gregorio Pio P. Catapang Jr. Position Independent Independent The nominees for independent directors for this year s Annual Stockholders meeting of the Company arepete Nicomedes Prado, and Gregorio Pio P. Catapang, Jr..They were nominated by Henry Lim Bon Liong, a 12

12 shareholder of the Corporation and, to the Company s knowledge; there is no relationship between nominees for independent directors and Mr. Lim. The term of office of all directors, including independent directors shall be one (1) year until their successors are duly elected and qualified. (3) Key Officers The members of the management team, aside from those mentioned above, are as follows: Name Zhang Zhao Dong Catalina B.Galura Dr. Noel Mamicpic Dr. Weijin Xu Zhang Zhicheng Position Executive Vice President - Research and Development Senior Vice President Vice President for Seed Quality Control Vice President- International Business Development General Manager Seed Production Zhang Zhao Dong,63, Chinese, is the Executive Vice President of Research and Development of the Company since its inception,.mr Zhang graduated from Hunan Agricultural University with a Bachelor of Science degree in Agriculture in Before joining SLAC, he was the Vice and Senior Scientist of China National Hybrid Rice Research and Development Center. He was a lecturer of Lingling Agricultural School, Vice President of Hunan Rice Research Institute and President of Rice Foundation Seed Farm of Hunan Rice Research Institute. Catalina B. Galura, 60, Filipino, is a Senior Vice President of the Company since June 16, Prior to joining SLAC, she was the Regional Finance Manager and Business Analyst, Asia of PPG Coatings, (Malaysia) SdnBerhad / PPG Industries (Singapore) Pte., Ltd from 1999 to 2002 and the Regional Finance Manager for Asia of ICI Paints (Asia Pacific) Pte. Ltd. From 1998 to Ms. Galura graduated with a Bachelor s degree in Commerce major in Accounting from La Consolacion College in 1976 and a Master s degree in Business Management from the University of the Philippines in She is a Certified Public Accountant since Dr. Weijin Xu, 50, Chinese, has been the Vice President of International SalesSales of the Company since Dr. Xu was previously the Chief Consultant of BISI Indonesia until 2002 and a Project Scientist in the International Rice Research Institute until He has received training from the Department of Agriculture, Philippines on Plant seed testing and quality control in 2004.He graduated with a Bachelor of Science degree in Agronomy from the Wannan Agricultural College in Anhui, China in 1986, and a Master of Science in Plant Breeding and Genetics from the Kunnan Agricultural University in Kunming, China in in 1989, and a Doctor of Philosophy in Plant Breeding and Bio Chemistry from the University of the Philippines in Dr. Noel Mamicpic, 79, Filipino, is Vice President for Seed Quality Control of the Company since October 1, Dr. Mamicpic served as Dean of the Graduate School at the University of the Philippines in Los Banos in He was a Technical Consultant with the Philippine Rice Research Institute, Department of Agriculture in Nueva Ecija fromjanuarytoseptember2002 and of the Asia and Pacific Seed Association, Bangkok, Thailand from He graduated from the University of the Philippines, Los Baños with a Bachelor s degree in Agriculture major in Agronomy in He undertook a Master of Science degree in Seed Technology from Mississippi State University in the USA, and a Doctor of Philosophy in Field Crop Science and Seed Technology from Cornell University in Zhang Zhicheng, 35, Chinese, is the General Manager of the Seed Production of the Company has been with the Company since His father is Zhang Zhaodong. He was previously a Research & development Manager in the China National Hybrid Rice R&D Center in 2003.Mr. Zhang graduated from Hunan Agriculture University with a Bachelor of Science degree in Agriculture Science in He trained directly under Yuan Longping, the Father of Hybrid Rice from 2001 to2002. The business of the Company is not highly dependent on the services of any particular employee. 13

13 The Company has a group of select researchers and scientists which have trained under Dr. Yuan Longping in China. This group of researchers and scientists heads the Company s research and development on hybrid rice seeds. The researchers and scientists work as a team, thus the Company is not dependent on one specific researcher and/or scientist to develop its products. In the future, the Company also intends to expand the number of its researchers and scientists to ensure the continuous development of products. (4) Family Relationships s Henry Lim Bon Liong, Joseph Lim Bon Huan, Gerry Lim Bon Hiong, Ruben Lim Bon Siong, and Evelyn Lim are siblings. Other than the foregoing, there are no family relationships either by consanguinity or affinity up to the 4 th civil degree among the executive officers. (5) Involvement in Certain Legal Proceedings To the knowledge of the Company, there has been no occurrence of any of the following events during the past five (5) years up to the present which are material to an evaluation of the ability and integrity of any director, any person nominated to become director, executive officer or control person of the Company: 1. Any insolvency or bankruptcy petition filed by or against any business of which such person was a general partner or executive officer whether at the time of insolvency or within two (2) years prior to that time; 2. Any conviction by final judgment in a criminal proceeding, domestic or foreign, in any pending criminal proceeding, domestic or foreign, excluding traffic violations and other minor offenses; 3. Any final and executory order, judgment or decree of any court of competent jurisdiction, domestic or foreign, permanently or temporarily, enjoining, barring, suspending or otherwise limiting involvement in any type of business, securities, commodities or banking activities; and 4. Any final and executory judgment by a domestic or foreign court or competent jurisdiction (in a civil action), the SEC, or comparable foreign body, or domestic or foreign exchange or electronic marketplace or self-regulatory organization, for violation of a securities or commodities law. There are no legal proceedings to which the Company or its subsidiary or any of their properties is involved in or subject to,thatwould have amaterial effect adverse effect on the business or financial position of the Company or its subsidiary. (6) Significant Employees The business of the Company is not highly dependent on the services of any particular employee. The Company has a group of select researchers and scientists which have trained under Dr. Yuan Longping in China. This group of researchers and scientists heads the Company s research and development on hybrid rice seeds. The researchers and scientists work as a team, thus the Company is not dependent on one specific researcher and/or scientist to develop its products. In the future, the Company also intends to expand the number of its researchers and scientists to ensure the continuous development of products. (7) Certain Relationships and Related Transactions As of March 31, 2016, the following is a summary of the director who owns ten percent (10%) or more of the outstanding shares of the Company: Name of Beneficial Owner No. of Shares Percent Henry Lim Bon Liong 328,049, % Joseph Lim Bon Huan 295,605, % Gerry Lim Bon Hiong 129,600, % 14

14 Related Party Transactions The Company, in the normal course of business, enters into transactions with its related parties consisting primarily of non-interest bearing advances for working capital requirements. The Company also has noninterest-bearing operating advances from its stockholders. Outstanding balances with related parties included in the appropriate accounts in the consolidated balance sheets are as follows: Advances to related parties Advances from related parties 7,453,547 2,333,968 4,814,845 No transaction was entered by the Company with parties who are not considered related parties but with whom the Company or its related parties have a relationship that enables the parties to negotiate terms of material transactions. There were no transactions with promoters in the past five years. Item 6. Compensation of s and Executive Officers For the year 2013, 2014, and 2015, the total salaries, bonuses, allowances, to all officers as a group are as follows: Annual Compensation (In thousands) Compensation of Executive Officers and s (in thousand Pesos) Name and Principal Position Year (s) Salaries Bonus Other Annual Total in Php (in Php) Compensation Mr. Henry Lim Bon Liong Chairman, President, & Chief Executive Officer Mr. Gerry Lim Bon Hiong Executive Vice President & Chief Finance Officer Mr. Zhang Zhao Dong Senior Vice President Ms. Cathy Galura Executive Vice President Mr. Emmanuel Cendana Vice President-Marketing Aggregate Compensation of the Officers and directors named All other officers and directors unnamed 2015 Php 5,525, Php 5,410, Php 5,301, Php 1,560, Php 1,485, Php 1,414,966 15

15 Estimates in 2016 Php 7,793,500 The estimated executive compensation of Officers and directors named for fiscal year 2016 is about Php 7,793,500 Except for the salaries and bonuses stated above, the directors did not receive other allowances or per diems for the past and ensuing year. Performance based bonuses may be given to management and key executives within reasonable standards and according to appropriate indicators. There are no other existing arrangements/agreements under which directors are to be compensated during the last completed fiscal year and the ensuing year. Item 7. Independent Public Accountants SGV and Co. was the Independent Public Accountant for the year The reappointment of the said accounting firm as Independent Public Accountant for the incoming year will be submitted to the stockholders for their confirmation and approval. The Partner-in-Charge is Jennifer D. Ticlao. Duly authorized representative of SGV and Co. are expected to be present at the Annual Meeting of Stockholders and they will have the opportunity to make statements if they desire to do so and are expected to be available to respond to appropriate questions. Under the existing regulation of the Securities and Exchange Commission, the registrant shall change its external auditor or rotate the engagement partner every five years. This is in compliance with the rotation requirement of its external auditor s certifying partner as required under SRC Rule 68 Paragraph 3(B)(ix). Considering that the assigned partner of SL Agritech has been the Corporation s independent public accountant for the current year only, rotation is not necessary. Item 8. Compensation Plans No action with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed for the year shall be discussed during the meeting. C. ISSUANCE AND EXCHANGE OF SECURITIES Item 9. Authorization or Issuance of Securities Other than for Exchange There are no action to be taken with respect to the authorization or issuance of any securities otherwise than for exchange for outstanding securities of the registrant Item 10. Modification or Exchange of Securities There is no action to be taken with respect to the modification of any class of securities of the registrant, or the issuance or authorization for issuance of one class of securities of the registrant in exchange for outstanding securities of another class. Item 11. Financial and Other Information The audited financial statements as of May 31, 2015, Interim Financial Statements, Management s Discussion and Analysis, and other data related to the Company s financial information are stated in the Management Report prepared. Item 12. Mergers, Consolidations, Acquisitions and Similar Matters There are no matters or actions to be taken up in the meeting with respect to merger, consolidation, acquisition by, sale or liquidation of the Company. 16

16 Item 13. Acquisition or Disposition of Property There are no matters or actions to be taken up in the meeting with respect to acquisition or disposition of any property by the Company. Item 14. Restatement of Accounts There is no record of restatement of any accounts. D. OTHER MATTERS Item 15. Action with Respect to Reports (1) Approval of the Minutes of the 2015 Annual Stockholders Meeting held on August 29, 2015 covering the following matters: (a) Approval of the Minutes of the Regular Meeting of the Stockholders held on 2014; (b) Management s Report; (c) Presentation and approval of the Financial Statements as of May 31, 2015; (d) (e) (f) Confirmation and Ratification of acts of the Board of s and Officers; Election of the members of the Board of s; Confirmation of Appointment of the external auditor; (2) Resolutions for Ratification by the Stockholders At the Annual Stockholders Meeting, stockholders will be asked to approve and ratify all acts of the Board of s and management during their term of office. These include, but not limited to, opening and maintaining deposit accounts and/or trust accounts with various banking institutions; obtaining loans/credit accommodations and trust receipt agreements with various banks and approval of signing limits. Item 16. Matters Not Required to be Submitted Other than election to office, there is no matter to be acted upon during the Annual Stockholders Meeting to which a beneficial owner, director or officer has any substantial interest. No director has informed in writing of his intention to oppose any action to be taken during the proposed Annual Stockholders meeting. Item 17. Amendment of Charter, Bylaws or Other Documents (A) The shareholders shall vote on the ratification of the board of directors approval of the amendment of the Articles of Incorporation creating 2,500,000,000 preferred shares, and the delegation to the management of the Company the determination of the other terms and conditions of such issuance. The reason for the amendment is to effectively raise funds for the Corporation to finance its upcoming projects. (B) The board of directors approved the amendment of the By-Laws of the Corporation for ratification of the shareholders. Said amendment pertains to the change in the annual date of meeting to the last business day of August every year. The reason for the amendment is to be able to prepare the updated financial statements considering that the book of the Corporation closes every end of May. Said amendment also aims to have efficiency and convenience while ensuring the attendance of shareholders, directors, and other officers. 17

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