1. business and industrial
2. company
3. merger and acquisition

COVER SHEET
D I Z ON
6 F L R
CO P P E R
S I L V E R
3 0 1 8 5
SEC Registration Number
M I N E S , I N C .
(Company’s Full Name)
S U N P L A Z A
C E N T R E
S H AW
COR . P R I N C E T O N
GR E E N H I L L S
B L V D
S T . , B RG Y . WA C K - WA C K ,
E A S T , MA N D A L U Y O NG
C I T Y ,
ME T RO
MA N I L A , P H I L I P P I N E S
(Business Address: No. Street City/Town/Province)
Atty. Francis Gustilo
570-9754
(Contact Person)
(Company Telephone
Number)
1 2
3 1
2 0 - I S
Month
Month
Day
(Form Type)
Day
(Fiscal Year)
(Annual
Meeting)
(Secondary License Type, If Applicable)
CFD
Dept. Requiring this Doc.
Amended Articles
Number/Section
Total Amount of Borrowings
Total No. of
Stockholders
Domestic
Foreign
To be accomplished by SEC Personnel concerned
File Number
LCU
Document ID
Cashier
STAMPS
Remarks: Please use BLACK ink for scanning purposes.
1
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
NOTICE IS HEREBY GIVEN THAT an Annual Meeting of Stockholders of Dizon
Copper-Silver Mines, Inc. (DCSMI) will be held on 14 December 2012 (Friday) at 11:30 AM
at 4th Floor, Sunplaza Centre, Shaw Blvd corner Princeton St., Barangay Wack-Wack,
Greenhills East, Mandaluyong City, Metro Manila.
The Agenda of the meeting are as follows:
1. Call to Order
2. Determination of Quorum
3. Approval of the Minutes of the Previous Stockholders’ Special Meeting of 30 May
2012.
4. Ratification of the Acts, Resolutions and Proceeding of the Board of Directors,
Corporate Officers and Management up to December 30, 2012
5. Election of the Board of Directors and Independent Directors.
6. Appointment of Independent Auditors
7. Other business as may properly be brought the meeting and open forum
8. Adjournment
Only stockholders of record at the close of business on November 16, 2012 are
entitled to notice of, and vote at this meeting.
Any stockholder who does not expect to attend the meeting in person and desires to
be represented thereat is requested to date and sign the proxy enclosed herewith and mail it
back using the return envelope. Proxies should be mailed on time so as to be received by
the Corporate Secretary for validation on or before 7 December 2012. Only proxy forms
submitted on time will be validated.
A copy of the Annual Reports of the company for the year ended 31 December 2011
and Interim Financial Statements as of September 30, 2012 containing the financial
statements for the year 2011 accompanies this notice.
FRANCIS V. GUSTILO
Corporate Secretary
2
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.
Filed by the registrant
DIZON COPPER SILVER MINES, INC.
3.
Filed by the party other than the registrant
4.
Name of registrant as specified in the charter
5.
Jurisdiction of Incorporation
6.
SEC I.D. No.
30185
7.
BIR TIN
310-000-841-269
8.
Address
6th Flr, Sunplaza Center, Shaw Blvd cor. Princeton St.,
Bgy.Wack-Wack, Greenhills East, Mandaluyong City, MM.
9.
Telephone No.
570-9754
10.
Date, Time and Place of the meeting of Security Holders
NONE
DIZON COPPER SILVER
MINES, INC.
MANDALUYONG CITY
December 14, 2012
11:30 AM
4th Flr, Sunplaza Centre, Shaw Blvd cor. Princeton St.,
Bgy. Wack-Wack, Greenhills East, Mandaluyong City.
11.
Name of persons other than the Registrant Filing Proxy Statement
12.
Securities registered pursuant to Section 8 and 12 of the Code :
13.
NONE
Title of each Class
Number of Shares Outstanding
and Amount of Debt Outstanding
COMMON CLASS B
78,006,687
Are any or all of registrants securities listed on the Stock Exchange?
Yes: X_
No: ___
Shares are listed at the Philippine Stock Exchange, Ayala Triangle, Ayala Avenue,
Makati City.
3
PART I
INFORMATION REQUIRED IN INFORMATION STATEMENT
1.
GENERAL INFORMATION
Item 1.
DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS
The enclosed Proxy is solicited for the Annual Stockholders’ Meeting of DIZON COPPERSILVER MINES INC. (DCSMI or the Company), or any adjournment thereof (the “Annual
Meeting”), details of which are as follows:
(a)
Date
Time
Place
:
:
:
Complete Mailing
Address of Company :
14 December 2012
11:30 A.M.
4th Flr, Sunplaza Centre, Shaw Blvd cor.
Princeton St., Bgy. Wack-Wack, Greenhills East,
Mandaluyong City, MM.
6th Flr, Sunplaza Centre, Shaw Blvd cor.
Princeton St., Bgy.Wack-Wack, Greenhills
East, Mandaluyong City,
Mr. Delfin S. Castro, Jr.
Chairman and President
(b)
Item 2.
Approximate Date on which copies of the Information Statement are first to be
sent or given to security holders entitled to notice of and to vote at the Annual
Meeting
:
26 November 2012
DISSENTERS RIGHT OF APPRAISAL
The appraisal right of the stockholder is not applicable in this meeting since there are
no corporate actions or matters included in the proposed agenda of the meeting which may
need the exercise by the stockholders of their appraisal right.
The term appraisal right refers to a stockholder’s right to demand payment of the fair
value of his shares, after dissenting from a proposed corporate action involving a
fundamental change in the corporation.
As provided in Title X of the Corporation Code, a stockholder may exercise his
appraisal right in the following instances;
1. In case any amendment to the articles of incorporation has the effect of changing or
restricting the rights of any stockholders or class of shares, or of authorizing
preferences in any respect superior to those of outstanding shares of any class, or
of extending or shortening the term of corporate existence;
2. In case of sale, lease exchange, transfer, mortgage, pledge or other disposition of all
or substantially all of the corporate property and assets as provided in this Code; and
4
3. In case of merger or consolidation.
In the exercise of the appraisal right, Title X of the Corporation Code, provides the
procedure on how it may be exercised:
1. A dissenting stockholder files a written demand within 30 days after the date on
which the vote was taken. Failure to file the demand within the 30-day period
constitutes a waiver of the right. Within ten (10) days from demand, the dissenting
stockholder shall submit the stock certificates to the corporation for notation that
such shares are dissenting shares. From the time of demand for payment until
either abandonment of the corporate action or purchase of the shares by the
corporation, all rights accruing to the shares shall be suspended, except the
stockholders’ right to receive payment of the fair value of his shares.
2. If corporate action is implemented, the corporation pays the stockholder the fair value
of his shares upon surrender of the certificate/s of stock. Fair value is determined
by the value of shares on the day prior to the date of which the vote was taken,
excluding appreciation/depreciation in anticipation of such corporate action.
3. If the fair value is not determined within 60 days from date of action, it will be
determined by 3 disinterested persons (one chosen by the stockholder, another
chosen by the corporation, and the last one chosen by both). The findings of the
said appraisers will be final, and their award will be paid by the corporation within 30
days after such award is made. Upon such payment, the stockholder shall forthwith
transfer his shares to the corporation. No payment shall be made to the dissenting
stockholder unless the corporation has unrestricted retained earnings.
4. If the stockholder is not paid within 30 days from such an award, his voting and
dividend rights shall be immediately restored.
Item 3.
Interest of Certain Persons in or Opposition to Matters to be Acted Upon
1. Substantial interest of directors / officers of the Registrant in any matter to be acted
upon other than election to office – None
2. No director or executive officer, or associate of the foregoing persons, has any
substantial interest in the matters to be acted upon by the stockholders at the
Special Meeting.
3. No director has informed the Company in writing of any intention of opposing any
action intended to be taken by the Company during the Annual Meeting.
2.
Item 4.
CONTROL AND COMPENSATION INFORMATION
Voting Securities and Principal Holders Thereof
a. Class of Voting Securities:
Common Class B
Number of Shares Outstanding as of October 31, 2012
Number of Votes Entitled
5
78,006,687
One (1) vote per share
b. The record date for those who shall be entitled to vote is September 30, 2012.
c. Manner of Voting
Article I, Sections 3, 4 and 5 of the Amended By-Laws of the Company provides:
“Section 3 Quorum – A quorum at any meeting of the stockholders shall consist
of a majority of the voting stock of the Corporation, and a majority of such quorum
shall decide any question at the meeting, save and except in these matters where
the Corporation Law, as amended, require affirmative vote of a greater
proportion.
“Section 4. Proxy – Stockholders may vote at meetings either in person or by
proxy duly given in writing to the Secretary for inspection and record prior to the
opening of said meeting.
“Section 5. Vote – Voting upon all questions at all meetings of the stockholders
shall be by shares of stock and not per capita.”
d. Securities Ownership of Certain Record and Beneficial Owners
Management
Securities Ownership of Certain Record and Beneficial Owners
and
Owners of record of more than Five (5) percent of the Company’s Shares of
Common Stock as of September 31, 2012 were as follows:
Title of
Class
Common
Class B
Name, Address of Record
Owners and Relationship
with issuer
Name of
Beneficial
Owners and
Relationship w/
Record Owner
PCD NomineeCorp.
G/F, Makati Stock Exchange
Ayala Ave., Makati City
Various
Stockholders
Client
No relationship with issuer
6
Citizenship
Filipino
No. of
Shares
held
Nature of
Ownership
(Record or
Beneficial)
71,596,131
(record)
Percent
90.53%
Under PCD the following brokers have 5% ownership as of September 30,
2012
No. of
Name of
Shares
Title of
Name, Address of Record
Beneficial
Citizenship
held
Class
Owners and Relationship
Owners and
Nature of
with issuer
Relationship w/
Ownership
Record Owner
(Record or
Beneficial)
Angping & Associates
Filipino
16,199,950
Common Securities, Inc.
Various
(record)
Class B G/F, Makati Stock Exchange Stockholders
Ayala Ave., Makati City
Client
Common
Class B
Common
Class B
Common
Class B
Common
Class B
The Hongkong and
Shanghai Banking Corp.
Suite 2002/2004, The Peak,
107 Alfaro St., Salcedo
Village, Makati City
Belson Securities Inc.
4th Floor Belson House 271
EDSA, Mandaluyong City
Premiun Securities Inc.
Unit 1415, Tower &
Exchange Plaza, Ayala
Avenue, Paseo de Roxas,
Makati City
Tower Securities Inc.
1802-C Tektite I Exchange,
Ortigas Centre, Pasig City
Percent
20.48%
Various
Stockholders
Client
Filipino
8,464,910
(record)
10.70%
Various
Stockholders
Client
Various
Stockholders
Client
Filipino
6,327,264
(record)
8.00%
Filipino
6,319,083
7.99%
Filipino
4,022,641
5.08%
Various
Stockholders
Client
The shares registered under the name of the stock brokers are owned by various
client, buyers and individuals.
PCD Nominee Corporation, now known as Philippine Depository & Trust Corporation
(PDTC) is the registered owner of the shares in the books of the Company’s transfer
agent. The participants of PCD are the beneficial owners of and have been
nominated as proxy to vote such shares. PCD holds the shares in their behalf or in
behalf of their clients.
The above mentioned brokers are participants of PCD with more than 5% of the
company’s outstanding capital stock (part of the 90.53% of the PCD Nominee
Corporation ownership). In order to vote the brokers are required by existing rules &
regulation to comply with the necessary proxy form duly signed by the true and
beneficial owner of the said shares.
7
Security Ownership of Directors and Management as of September 30, 2012
Title/Class
Name of Beneficial Owner
Position
Common
Delfin S. Castro Jr.
Common
Jose Francisco Miranda
Common
Common
Antonio Victorino Gregorio
III
Alejandro Yu
Common
David Chua
Director
Common
Reyno Dizon
Director
Common
Leonardo Cua
Director
Common
Mark Matthew Joven
Common
Philip Ella Juico
Common
Francis V. Gustilo
Chairman/
President
Vice
President /
Director
Treasurer /
Director
Director
Independent
Director
Independent
Director
Corporate
Secretary
Amount
Citizenshi
and Nature
p
of
Beneficial
Ownership
10,000
Filipino
(direct)
10,000
Filipino
(direct)
10,000
(direct)
100
(direct)
10,000
(direct)
1
(direct)
10,000
(direct)
5,000
(direct)
1
(direct)
95
(direct)
Percent of
All Class
0.01281%
0.01281%
Filipino
0.01281%
Filipino
0.00013%
Filipino
0.01281%
Filipino
Filipino
0.0000013
%
0.01281%
Filipino
0.006405%
Filipino
0.0000013
%
0.00012%
Filipino
The aggregate numbers of shares owned of record by all or key officers and directors as a
group as of September 30, 2012 is 55,197 shares or approximately 0.07% of the Company’s
outstanding capital stock.
Voting Trust Holders of 5% or More
The Company has no knowledge of any person holding more than five percent (5%) of the
Company’s shares of common stock under a voting trust or similar agreement.
Change in Control
As disclosed to the Securities Exchange Commission and to the Investing Public via the
disclosure facilities of the Philippine Stock Exchange, the composition of the Board of
Directors of DCSMI has significantly changed beginning the last quarter of 2011. The former
controlling shareholders of DCSMI who belong to the Dizon family have substantially sold
their holdings in the open market. After that, they nominated Mr. Delfin S. Castro, Jr. and his
group to manage the Company. No particular person or entity now holds more than ten
(10%) of the outstanding shares of the Company. With this ownership divestment by the
Dizon family and their loss of interest to run the affairs of the Company, they have nominated
the group of Mr. Delfin S. Castro, Jr. to manage DCSMI.
8
Item 5.
Directors and Executive Officers
a. Information Required of Directors and Executive Officers
i.
The following table sets forth certain information as to Directors and
Executive Officers of the Company as of September 30, 2012:
Name
Delfin S. Castro, Jr.
Jose Francisco Miranda
Antonio Victoriano Gregorio III
Alejandro Yu
David Chua
Reyno D. Dizon
Leonardo Cua
Mark Matthew Y.C. Joven
Philip Ella Juico
Francis V. Gustilo
Venus L. Gregorio
Bernard L. Fong
Position
Chairman/ President
Vice President/ Director
Treasurer/Director
Director
Director
Director
Director
Independent Director
Independent Director
Corporate Secretary
Assistant Corporate Secretary
Vice
President
for
Business
Development
Citizens
hip
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Filipino
Ag
e
46
34
40
52
57
57
27
64
63
43
35
1. DELFIN S. CASTRO, JR. Concurrently Chairman and President. He holds a
Master’s Degree in Business Administration and a Bachelor of Science in
Business Management from the University of the Philippines. He is also
currently the Director, Treasurer and Compliance Officer of Geograce
Resources Philippines, Inc. He is the Corporate Secretary of Sunplaza
Development Corporation. From June 2000 to April 2001, he was the Global
Portfolio Manager for Private Equities at United Resources Asset Management,
Inc. He was formerly the Engagement Director of Palo Alto Consultant Asia,
Inc. and a Senior Assistant Vice President at Asiatrust Bank.
2. JOSE FRANCISCO MIRANDA. Vice President – Operations and Director. He
holds a degree in Bachelor of Science in Geodetic Engineering from the
University of the Philippines and continuing Master Degree of Business
Administration from De La Salle University. He is currently the President and
Director of Geograce Resources Philippines, Inc. and Vice President of
Lodestar Investment Holdings Corporation. From 2003 – 2007, he was a
Professional Instructor IV at the La Salle College Antipolo on Elementary
Statistics and Business Statistics. He held various positions in Koldstor Centre
Philippines, Inc. from 2002 to 2007 and was formerly the Group Head of Sales
of the Lopez Group of Companies.
3. ATTY. ANTONIO VICTORIANO GREGORIO III. Currently the Treasurer and
Director. He graduated with a Juris Doctor from the Ateneo de Manila
University Second Honor in 1998 and passed the bar examination in 1999. He
also has a Bachelor of Science Major in Management Engineering and a
Bachelor of Arts, Major in Economics-Honors, both from the Ateneo de Manila
University, Magna Cum Laude. He was a valedictorian of his high school class
in Ateneo. Atty. Gregorio is a Partner at Gregorio Law Offices and sits as
director and officer of various public and private companies, including AGP
Industrial, Inc. (Chairman and President), NiHAO Mineral Resources
International, Inc. (President and Director), Lodestar Investment Holdings
9
Corporation (Corporate Secretary and Treasurer), Abacus Consolidated
Resources and Holdings, Inc., Pride Development Bank Corporation, Tajima
Yakiniku, Inc., Tanba Yakiniku, Inc., Big Herald Link International Corporation,
among other companies.
4. BERNARD L. FONG. Vice President for Business Development. Mr. Fong
graduated with a Bachelor of Science degree in Electrical Engineering from
Rensselaer Polytechnic Institute in Troy, NY and received a Master of Business
Administration degree from the MIT Sloan School of Management
(Massachusetts Institute of Technology) in Cambridge, MA. Previously, he was
the General Manager of Multi-Forms Corporation and a Business Analyst of
General Motors Strategic Initiatives in Detroit, MI.
5. FRANCIS V. GUSTILO. He has been the Corporate Secretary for the past
twelve (12) years. A practising lawyer and a Chemical Engineer, he is the
Executive Director of Tindig Porac Development Foundation, Inc.; Past
President Rotary Club of Paranaque East, President for RY2001-2002 under
Rotary District 3830, Chairman, Mary Help of Christians Pabahay Foundation,
Inc., Director, Kalahi Realty Inc., Director, Waste to Energy (Phils.) Holdings
Inc., Independent Director-Rural Electrification Financing Corporation.
6. VENUS L. GREGORIO. She is the Assistant Corporate Secretary. Atty.
Gregorio graduated with a Juris Doctor from the Ateneo de Manila University in
1998 and passed the bar examinations in 1999. She has a Bachelor of Arts
degree major in Political Science from the University of the Philippines. Atty.
Gregorio is a Partner at Gregorio Law Offices and sits as director and officer of
various companies.
7.
8.
DAVID CHUA. He graduated from St. Mary’s College of California with a
Bachelors of Science in Financial Services Management Honors Program and
received his Master of Business Administration form J.L. Kelogg School of
Management (Northwestern University) and the Hong Kong University of
Science and Technology (HKUST) Graduate School of Management. Mr. Chua
is President of both Cathay Pacific Steel Corporation (CAPASCO) and Asia
Pacific Capital Equities and Securities Corporation. He currently serves as a
director on the board of the Philippines Stock Exchange, Philippine Savings
Bank, NiHAO Mineral Resources International, Inc. and Crown Equities, Inc. He
is also a trustee of the University of the East Ramon Magsaysay Medical Center.
Mr. Chua is a director of the Trade Committee of t Federation of Filipino-Chinese
Chambers of Commerce and Industry as well as Chairman of the 2008 National
Employer’s Conference of the Employers Confederation of the Philippines
(ECOP).
He also serves as a director of Galleria Corporate Center
Condominium Corporation and as director and Treasurer of the Heavenly
Garden Memorial Park Development Corporation. Mr. Chua currently serves as
President of the Kellogg/Northwestern University Alumni Association of the
Philippines as well as the President of the Steelmakers Association and director
of the Hardware Foundation of the Philippines. He is also a member of the
Makati Business Club, Financial Executives Institute of the Philippines (FINEX),
ECOP, Rotary Club of Makati West and the Young Presidents Organization. He
was previously a director for First Metro Investment Corporation, The Philippine
Banking Corporation, PBC Capital and Investments Corporation and Philippine
Internet Service Organization.
LEONARDO CUA. He graduated from the University of the Philippines, Diliman,
with a degree in Bachelor of Science in Biology. He is a Doctor of Medicine from
10
the University of the East Ramon Magsaysay Memorial Medical Center
(UERMMMC). He completed his post graduate internship from the Manila
Doctor’s Hospital (1980-1981) and residency training, specializing in anesthesia
at UERMMMC. He is a member of the Philippine Medical Association,
Philippine Society of Anesthesiologist and Rotary Club of Chinatown-Manila
Chapter. He is currently a visiting Anesthesia Consultant at UERMMMC and
Medical Center Manila, and has been the Vice President for Operations of BCHT
Enterprises from 1990 up to present.
9. ALEJANDRO YU. He received his Bachelor of Science Degree in Industrial
Engineering, minor in Mechanical Engineering, from De La Salle University. He
is currently a director of the Philippine Stock Exchange, Inc. (PSE) and the
Securities Clearing Corporation of the Philippines (SCCP). He is likewise the
President and CEO of R.S. Lim & Company, Inc. since 1990, its Trading
Manager in 1982 and Vice President in 1987. He is also the President of
Marden Enterprises since 1990.
Mr. Yu has been a Governor of the PSE from
1994 to 1996. He was Chairman of both the FTAC and Sports Committees in
the same period, as well as member of both Committees from 1994-2006, and
the Computer Committee from 1994-1996.
10. PHILIP E. JUICO. He was elected as one of the Independent Directors during the
annual stockholders’ meeting on August 31, 2010. He was the of the De La Salle
University Graduate School of Business (DLSU GSB) from 2002 to 2008, holding
the Corazon C. Aquino Chair for Business Management. He was a full time
Professor at the Asian Institute of Management from 1990 to 1995. He was
Secretary of the Dept. of Agrarian Reform (DAR) from 1987 to 1989. He also
practiced his profession as Educator in various prestigious universities
and colleges. Aside from being an Educator, he is also a Consultant of various
companies and organizations and served in the Boards of some of the largest
conglomerates in the Philippines such as San Miguel Corp., Meralco, Land Bank,
DBP and Development Academy of the Philippines. He is an Entrepreneur, a
Journalist, a Sportsman and an active Socio-Civic Leader.
11. MARK MATHEW Y.C. JOVEN. He was elected one of the Independent Directors
of the Company during the August 31, 2011. A graduate of De la Salle University
with a degree of Bachelor of Science in Accountancy and is currently taking up
Masteral Degree in Business Administration at the Ateneo Graduate School of
Business. He acquired his license as a Certified Public Accountant (CPA) in
November 2007. He is a member of PICPA since 2007. He became an
Associate of SyCip, Gorres, Velayo & Co. CPAs (SGV & Co.) from November
2007-2009. He also became a Lecturer in Government Service Insurance System
(GSIS) from January – March 2010. He is presently employed as a Lecturer in De
la Salle University Manila since May 2009 and a General Manager of Victory
System-Plus Inc. since November 2009.
12. REYNO D. DIZON. He has been appointed as the company’s Vice President.
Before joining DCSMI, he served as Vice President for Administration and
Finance of Vendiz Pharmaceuticals, Inc. Mr. Dizon is also the previous President
of Celestino-Maria Dizon Foundation, Inc. He was the Materials Management
Manager of Dizon Copper Operation in San Marcelino, Zambales of Benguet
Corporation.
11
(b)
Significant Employees
The Company maintains a skeletal force of technical and administrative personnel. For the
current year 2012, owing to the relatively small number of employees, the Company does
not know yet if any employee is expected to make significant contribution to the business,
and thus has no significant employees to name and report.
(c)
Family Relations
Atty. Antonio Victoriano F. Gregorio III and Atty. Venus L. Gregorio are spouses.
Other than the relationship disclosed above, the company is not aware of any other family
relationships up to the fourth civil degree, either by consanguinity or affinity, among the
directors and officers of the Company.
(d)
Certain Relationships and Related Transactions
The Company has no related transactions to report owing to the lack of business operations
for the last 2 fiscal years.
We are not part of any conglomerate or any group of companies, so we cannot show any
relationship between parent company and subsidiaries. (As prescribed under SRC Rule 68C).
(e)
Nominees
The Nomination Committee created by the Board under its Corporate Governance Manual
nominated the following for re-election to the Board of Directors at the forthcoming Annual
Stockholder’ Meeting:
1.
2.
3.
4.
5.
6.
7.
(f)
Delfin S. Castro, Jr.
Jose Francisco Miranda
Antonio Victoriano Gregorio III
Alejandro Yu
David Chua
Reyno D. Dizon
Leonardo Cua
Independent Directors
Mrs. Marilou de Jesus nominated to the Board for inclusion in the list of candidates for
Independent Directors the following stockholders:
1. Mark Matthew Y.C. Joven
2. Philip Ella Juico
12
Item 6.
Compensation of Directors and Executive Officers
The following summarizes the compensation packages of the Directors and Executive
Officers of the Registrant during the last two (3) years.
Name and Principal
Position
2010
Gregorio C. Dizon, Chairman
Lourdes D. Dizon, President
Frederick D. Matsuda,
Treasurer
2011
Gregorio C. Dizon, Chairman
Lourdes D. Dizon, President
Frederick D. Matsuda,
Treasurer
2012
Delfin S. Castro Jr.,
Chairman/President.
Jose Francisco Miranda, Vice
President Operations
Antonio Victoriano Gregorio
III, Treasurer
Francis V. Gustilo, Corporate
Secretary
Venus L. Gregorio, Assistant
Corporate Secretary
Bernard Fong, Vice President
Business Development
All above named officers
As a group
YEAR
SALARY
BONUS
OTHER ANNUAL
COMPENSATION
2012
2011
2010
520,000*
342,339
304,652
-
-
All other directors and
Officer as a group unnamed
2012
2011
2010
800,000*
1,408,210
1,312,940
-
-
Total Directors per diem
2012
2011
2010
-
-
240,000*
80,000
90,000
*Estimate January to September 2012
There are no other arrangements, including consulting contracts, pursuant to which any
director of the Company was compensated, or is to be compensated, directly or
indirectly, for any service provided as a director.
No action is to be taken with regard to any bonus, profit sharing, pension, retirement plan
or the granting or extension of any option or warrant to directors and executive officers.
The Company has no officers categorized as highly paid executives.
13
Annual Report to Stockholders
The Financial Statements and Consolidated Statement of Income and Retained
Earnings of the Company as of December 31, 2011 and the Interim Financial Statements as
of September 30, 2012 will be mailed together with this proxy statement. The Corporate
Secretary holding office at 6th Flr, Sunplaza Centre, Shaw Blvd cor., Princeton St.,
Bgy.Wack-Wack, Greenhills East, Mandaluyong City shall provide without charge, upon
written request by the shareholder, a copy of the registrant’s annual report on SEC Form
17A and SEC Form 17Q.
ITEM 7.
Independent Public Accountant
a. The accounting firm Sycip, Gorres, Velayo & Co. (SGV & Co.), Ayala Ave., Makati
City has been the Company’s Independent Public Accountant for the past year and
has been selected to serve as such for the current year. A representative of that firm
will be present at the Annual Meeting with an opportunity to make a statement, if they
so desire, and to respond to appropriate questions. The Company’s auditors did not
perform any substantial non-audit services for the company.
b. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosures
There has been no event where SGV & Co. and the Company had any disagreement
with regard to any matter relating to accounting principles or practices, financial
statement disclosure or accounting procedure.
C. ISSUANCE AND EXCHANGE OF SECURITIES
Item 8.
Modification or Exchange of Securities
No action will 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 in
exchange for outstanding securities of another class.
Item 9 .
Financial and Other Information
1. Stockholders entitled to notice and to vote will be furnished the following
information and documents:
The Audited Financial Statements of the Company for the fiscal year 2011 and the Interim
Financial Statement as of September 30, 2012 and the Management’s Discussion and
Analysis Results of Operation and Financial Condition are attached to this Information
Statement and incorporated herein by reference as part of the Financial Report of
Management.
2. Management Discussion and Analysis and Plan of Operation
The continued regional economic slump in the year 2009 did not prevent our
company in pursuing other businesses.
14
Port Dizon, the Company’s port facilities located in Subic, Zambales, may still be
used as loading facility for ore and aggregates should the Company resume mining
operations.
It cannot be denied, however that the biggest setback suffered by the company was
the closure of Urban Bank in April 2000 where the company has substantial investments.
On April 25, 2000, UBI declared bank holiday and was subsequently placed under
receivership. A rehabilitation plan of UBI was drawn up, but on February 08, 2001, the
prospective acquiring bank suspended its plan to acquire UBI, pending resolution of all legal
issues involving UBI. On May 2001, Export Industry Bank (EIB) had shown a greater interest
in rehabilitating Urban Bank. EIB has forged a working partnership with the National
Association of UBI and UII Depositors and Creditors Group (NAUD) and has actively pursued
its rehabilitation proposal. EIB had been designated by the Philippine Deposit Insurance
Corporation (PDIC) to take full control and management of Urban Bank Inc. (UBI) and
Urbancorp Investment, Inc. (UII) and was opened to the public on September 3, 2001. A
MOA entered among the major stockholders of UBI/UII, including the Company (major
stockholders) and the EIB provides for the original shares of stock held by the Major
stockholders to be placed in an escrow account to be managed by an escrow agent under an
escrow arrangement for a period of six (6) years from the opening of the merged bank.
In order for the Major stockholders to recover their original investment in the old
UBI/UII, the merged bank has created an Assets Pool, Non-Performing Assets Pool and
Real Properties Pool. Cash collections or sales proceeds from the sale of assets in the NonPerforming Assets and Real Properties Pool, after satisfying the additional interest
recoveries of depositors and creditors of UBI and UII up to a certain amount, will be
distributed according to sharing arrangements outlined in the MOA. As of December 31,
2007, it is not possible at this time to determine the amount that the Company can ultimately
recover pending the actual realization of the values of the assets in the Assets Pool over the
six (6) years period.
Aside from the investment of the Corporation in the capital stock of UBI and UII, the
company had money market placement in the bank’s premium time deposits of more than
P60 million.
On opening of operations of UBI by EIB, as per approval of the Board of Trustees,
10% of the outstanding balance of the placement was converted to common shares
amounting to P6.1 million and an initial amount of P500 thousand was received in 2001.
Under the terms and conditions of the repayment plan, the balance shall be payable within
the next 3 years. The first payment of 30% was received in September 2002, the next 30%
was collected in September 2003 and the full payment of the balance was collected in
August 2004. No losses were incurred in the transactions and even realized interest
earnings although at lower rate.
As in the prior years, the company’s current ratio as of the end of the current year still
indicated a sound financial position. Its total current assets amounted to P1.975 million
whereas its total current liabilities amounted to P3.814 million thereby giving a positive
current ratio of 0.51:1 or 51%. Likewise, its overall liquidity ratio is also indicative of the
company’s strong financial condition when it generated a positive 844% or 8.44:1 ratio which
was derived by getting the quotient of P32.195 million Total Assets and P 3.814 million Total
Liabilities. As of the end of the current year, stockholders’ equity ratio was 0.8815:1which
has been computed by dividing total stockholders’ equity of P28.381 million over total assets
of P32.195 million. Since the company operated at a loss, its basic/diluted loss per share
was P0.06 computed using the weighted average number of shares during the year of
15
78,006,687. Return on equity ratio has been -0.16, which was computed by getting the
quotient of Net Loss of P4.594 million and Total Stockholders’ Equity of P28.381 million.
As against last year’s net loss, the company showed an unfavorable variance of 15%
or P0.613 million because its net loss during the current year increased to P 4.60 million from
previous year’s P 4 million. Revenue for the year was P 5.192 million an increased by P
1.919 million compared with last year’s P 3.273 million. Further, the company expenses this
year of P 8.124 million increased by P1 million compared to last year P 7.122 million due to
payment of employees who resigned from the company in Oct 2011. As compared to year
2009’s net loss of P7.744 million, the company’s net loss during the year likewise showed a
positive variance of 40% or P3.144 million.
Revenue for 2011 of P 5.192 million comprised mainly of miscellaneous income
arising from sale of Tektite Condominium, Interest earnings and rentals P 4.730 million, P
0.137 million and P 0.188 million respectively. These amounts represent 91.1 %, 2.64% and
3.62% of the total revenues respectively. Interest income during the current year is P 0.137
million comprised 3.62% of the company’s total revenues. This account, which pertains to
interest earnings of various time deposits and other bank deposits, increased by 1.5% or
P0.003 million from last year’s P 0.135 million.
Rental income generated from the condominium unit held for lease of P 0.188 million
compared to last year’s P 0.753 million because of the effectivity of the sales of Tektite
Condominium in the first quarter 2011. Rental income represented 2.64% of the
corporation’s total revenues during the current year and 23% of 2010 total revenue.
Basic / diluted loss per share during the current year of P0.06 reflected an
unfavorable variance of 20% because of a P.01 per share decrease from last year’s loss per
share of P 0.05.
The Company’s P8.124 million expenses during the current year pertained to mine
site and administrative expenses. A P1 million or 14.06% increase in this account has been
generated as a result of the separation pay of regular employees of the company from last
year’s P7.122 million to this year’s P8.124 million.
Total assets as of the current year is P32.176 million declined by P9.77 million or
22.57% from last year’s P41.553 million. This has been brought about by the net effect of the
decrease in the company’s non current assets and the decrease in current assets.
The company’s total current assets of P 1.976 million as of December 31, 2011
accounted for 6.1% of the corporation’s total assets. As against last year’s figures of P 9.414
million, it gave a unfavourable variance of P 7.438 million or 79% due to net effect of the
decrease in cash and cash equivalents and receivables totalling to P 2.155million and the
decrease in prepayments of P 1.084 million and the sale of Tektite Towers amounting to P
4.198 million has contributed greatly in the decrease of total current assets.
As in the previous years, there were more cash outflows than cash inflows; hence,
there was a 61% decrease in cash and cash equivalents account. Receivables also declined
by 68% after some accounts had been collected during the year. Prepayments decreased by
65% compared to 2010 balance of P 1.667 million due to the application of the input taxes to
output VAT.
Cash and cash equivalents accounted for 68.90% of the company’s total current
assets. This account of P1.363 million decreased by P2.091 million or 61% as against
previous year’s balance of P3.454 million. This has been due to the fact that since the
company had not much revenue to pay for its current operating expenses, there had been
16
various withdrawals from the company’s time deposit accounts thereby causing a significant
decrease in the cash and cash equivalent account during the year.
Receivables which comprises 1.5% of the corporation’s total current assets
amounted to P 0.03 million. As compared to year 2010 figures of P 0.94 million, this account
decreased significantly due to collection of some receivable accounts.
As mentioned above, Prepayments and other current assets which comprised 30%
of the total current assets decreased from last year’s P1.667 million to P 0.583 million,
thereby giving a variance of 65% or P1.084 million due primarily to the recognition of input
VAT.
Total noncurrent assets as of the end of the current year which accounted for 94% of
the total assets of the company amounted to P30.219 million. As against prior year’s
P32.139 million, the company had a P 1.921million or 6% decreased.
Property and equipment which comprised only 0.04% of the total noncurrent assets
during the current year increase from last year’s P.0036 million to P 0.014 million. The 306%
or P 0.011 million increased is brought about by the provision for purchase of computer
accessories as furniture and fixtures.
Investment properties, which account for 99.32% of the company’s total noncurrent
assets amounted to P30.013 million as of the current year which is the same as last year
amount for investment properties.
Available for sale financial assets account pertains to the fair value of the
investments in debt and equity securities and mutual funds. This year’s ending balance of
P0.192 million accounted for 0.64% of the company’s total noncurrent assets. As compared
against balance of P 2.123 million, this account gave a negative variance of 91% or a P
1.931 decrease due to some adjustment in value of the said investment.
Total liabilities as of the end of the current year amounted to P3.814 million. As
compared to balances in 2010 in the amount of P 7.582 million, total liabilities showed a
49.7% decrease equivalent to P3.768 million brought about by decrease in accounts
payables from P3,384 million in 2010 to P 0.229 million in 2011 and 100% decrease in
accrued retirement benefits.
Current liabilities amounting to P3.814 million comprised 100% of the company’s total
liabilities as of end of the current year. There had been a 45.29% decrease equivalent to P
3.156 million from P 6.969 million balances as of year 2010 to current year due to decrease
in accounts payable and accrued expenses.
Accounts payable and accrued expenses, which amounted to P 0.229 million in the
current year, and which comprised 6% of the total current liabilities, decreased by P 3.155
million or 93% as against last year’s P 3.384 million due to full settlement of account due to
creditors.
Dividends payable is P3.584 million during the year, which accounted for 94% of the
company’s total current liabilities during the current year. There was a movement to this
account from 2010 of P 395.00 from one the stockholders who got her cash dividend.
Noncurrent liabilities, which pertained to accrued retirement benefits ending a zero
balance for the current period. This account showed 100% decrease from last year’s P0.613
million balance due to a retirement benefit of one of the an employee who separated from
the company. There were adjustments in the retirement benefits.
17
Stockholders Equity as of the end of the current year amounted to P28.363 million.
As of end of the previous year, it had a balance of P33.971 million. The 16.57% decrease
which is equivalent to P 5.608 million as against 2010 figures represents the P 4.613million
in net loss during the current year and some adjustments in net changes in fair values of
available investment.
KEY PERFORMANCE INDICATORS:
1.1 CURRENT RATIO – Measures ability to meet currently maturing obligations from
existing current assets:
CURRENT ASSETS:
CURRENT LIAB.
P 1,975,671
P 3,813,598
= 0.52 : 1
Current assets for the year are not sufficient to cover all current obligations. In this case the
company needs to infuse fresh funds to meet its obligations. For this reason, there are plans
to sell all the remaining unsubscribed shares and the treasury shares to raise working
capital.
2.1 DEBT TO EQUITY RATIO – Measures the relative amount of resources provided by
shareholders and creditors. It indicates an extent of leverage used and creditor protection in
case of insolvency.
TOTAL LIABILITIES:
STOCKHOLDERS EQUITY
P 3,813,598
P 28,381,401 = 0.13 : 1
The creditors are protected in case of insolvency.
3.1 RETURN ON STOCKHOLDERS EQUITY RATIO – Measures rate of earnings on
resources provided by shareholders.
NET LOSS
STOCKHOLDERS EQUITY
P 4,594,391
P 28,381,401 = 16.1%
The ratio indicates that the company should generate positive income so as to have
satisfactory return on investments.
4.1 EARNINGS PER SHARES (EPS) – Measures the amount of earnings attributable to
each share of common stock.
NET LOSS
P 4,594,391
NO. OF SHARES OUTSTANDING 78,006,687
= 0.06
For the current year and continuing loss, the shares were further diluted.
5.1 EQUITY RATIO – Measures total investment provided by stockholders.
STOCKHOLDERS EQUITY
TOTAL ASSETS
P28,381,401
32,194,999 = 0.8815 : 1
The total investment provided by the stockholders indicates a good sign.
5.2 CREDITORS’ EQUITY TO TOTAL ASSETS – Measures the amount of resources
provided by creditors.
18
TOTAL LIABILTIES
TOTAL ASSETS
P 3,813,598
32,194,999 = 0.1184 :1
The company being solvent and liquid is evident by the above ratio.
A reconciliation of Retained Earnings available for dividend declaration is not
applicable in our company, because we don’t have any. (As prescribed in SRC Rule 68-C).
There are no known trends, demands, commitments, events, or uncertainties that will
have material impact on the company’s liquidity as of this date.
As discussed in the preceding paragraphs, despite the company’s net losses for the
past years, the financial condition of the company is still very sound such that it has the full
ability to pay its operating expenses and other obligations without having to resort to
borrowing funds from outside creditors. This is evidenced by the company’s current ratio of
52% and over-all liquidity ratio of 844%. It has no outstanding loan or any indebtedness that
have not been paid within the stated trade terms. Also, there are no seasonal events that will
have a material effect on the financial condition or result of operation of the company.
Comparative amounts of consolidated revenues, expenses, assets, liabilities and
stockholders’ equity for the last 3 years are as follows:
Total Revenues (million)
Operating Expenses
Total Assets
Total Liabilities
Stockholders’Equity
2011
P 5.192
8.124
32.19
3.81
28.38
2010
P 3.27
7.124
41.55
7.58
33.97
P
2009
1.22
8.88
44.10
6.00
38.10
As disclosed to the Securities Exchange Commission and to the Investing Public via
the disclosure facilities of the Philippine Stock Exchange, the composition of the Board of
Directors of DCSMI has significantly changed beginning the last quarter of 2011.
With the ownership divestment by the Dizon family and their loss of interest to run the
affairs of the Company, they have nominated a new group to manage DCSMI.
With a new management in place, the Board of Directors is paving the way for
renewed business activities for DCSMI. Thus, the following corporate actions have been
approved by the stockholders on May 2012 during the Special Stockholder’s Meeting for
purposes of laying the groundwork for new business undertakings that the Company may
engage in.
-
Change of the Company name.
-
Change of address to SUN PLAZA Centre, Shaw Blvd., Barangay Wack-wack,
Mandaluyong City.
-
Denial of Shareholders’ Pre Emptive Rights.
Increase in the authorized capital stock of the Company from One Hundred One
Million Two Hundred Fifty Thousand Pesos (P101,250,000.00) divided into One
Hundred One Million Two Hundred Fifty Thousand (101,250,000.00) shares at a par
value of one Peso (P1.00) per share TO UP to One Billion Pesos
19
(P1,000,000,000.00) divided into One billion (1,000,000,000) shares at One Peso
(P1.00) per share without stockholders’ pre-emptive right which capital increases will
be undertaken in tranches in such amounts as may be determined by the Board of
Directors.
-
Amendment of By Laws to provide for the creation, functions and powers of the
Compensation, Nomination and Audit Committees in compliance with the rules on
Corporate Governance.
-
Approval of the issuance of shares of stock from the proposed capital increase via
pre-emptive Stock Rights Offering (SRO) on a 1:1 proportion i.e., one (1) share held
by qualified stockholders entitles said stockholders to subscribe to one (1) share
under the SRO at the SRO price of Five Pesos (P 5.00) including a delegation the
Board of Directors to set and determine other terms and conditions of the SRO and
to appoint / select the underwriter(s), the financial consultant(s), legal team to effect
the SRO.
-
Disposition of the Company’s treasury shares with authorization to the President to
negotiate terms and conditions thereof subject to compliance with applicable laws
and regulations.
-
Creation of two (2) subsidiaries with authority to engage in the business of mining
development
3. During the Company’s two (2) most recent fiscal years or any subsequent interim
periods, the Company had no material disagreements with its external auditor, SGV
& Co., on accounting and financial disclosures.
Representatives of SGV & Co. are expected to be present at the Special Meeting
and will have opportunity to make a statement, if they desire to do so, and are
expected to be available to respond to appropriate questions.
D. OTHER MATTERS
Item 10.
Action with Respect to Reports
The following reports will be submitted for approval by the Stockholders:
1. Election of new Board members and 2 Independent Directors as follows: Delfin S.
Castro Jr., Francisco Miranda, Antonio Victoriano Gregorio III, David Chua, Alejandro
Yu, Leonardo B. Cua. Mark Matthew Joven, Dr. Philip Juico and Reyno D. Dizon.
2. Appointment of Sycip, Gorris, Velayo & Co. (SGV) as external Auditor of the
Corporation for the year 2012.
3. September 17, 2012 Meeting- Results of the Meeting of the Board:
The Board approved to accept the Memorandum of Agreement between Capital Gold
Pty. Ltd and Welcome Stranger Mining Ltd and authorizes the Chairman Mr. Delfin
Castro Jr. and Eng’r Jose Francisco E. Miranda to sign for and in behalf of the
company and
20
4. The members of the Audit Committee to be tasked to comply with SEC Memorandum
Circular 4 to prepare the Audit Committee Charter including the self assessment of
its performance. These are intended to aid the Company to comply with the
principles of Good Corporate Governance.
Item 11.
Amendment of Charter, By-Laws or Other Documents
On August 14, 2012 the Securities and Exchange Commission approved the
Company’s Articles of Incorporation (Amending Articles III and VII thereof) as follows:
a) The place where the principal office of the corporation is located at a new
address to 6th Floor, Sun Plaza Centre, Shaw Blvd., Barangay Wack-wack,
Mandaluyong City, Philippines.
b) The pre-emptive right of stockholders to subscribe to all issues or disposition
of shares of any class, proportion to their respective shareholdings, is hereby
denied.
Also, August 14, 2012 the Securities and Exchange Commission approved the
Company’s Amended By-Laws on Articles IX on the creation of Board Committees
(Nomination Committee, Compensation and Remuneration Committee and Audit
Committee) and its functions, to aid the Company in complying with the principles of
Good Corporate Governance.
Item 12.
Other Proposed Actions
There are no other proposed actions other than those discussed in the preceding
sections.
Item 13.
a.
Voting Procedures
Vote required:
Article I, Sections 3, 4 and 5 of the Amended By-Laws of the Company provides:
“Section 3 Quorum – A quorum at any meeting of the stockholders shall
consist of a majority of the voting stock of the Corporation, and a majority of
such quorum shall decide any question at the meeting, save and except in
these matters where the Corporation Law, as amended, require affirmative
vote of a greater proportion.
“Section 4. proxy – Stockholders may vote at meetings either in person or by
proxy duly given in writing to the Secretary for inspection and record prior to
the opening of said meeting.
“Section 5. Vote – Voting upon all question sat all meetings of the
stockholders shall be by shares of stock and not per capita.”
The vote of stockholders representing at least two-thirds (2/3) of the issued and
outstanding capital stock entitled to vote is required on certain matters affecting
changes / amendments in the Company’s Charter and By-laws.
b.
Method of Voting: Straight Voting
21
In all items for approval, each share of stock entitles its registered owner to one vote.
c.
Method by which votes will be counted
Art. II, Sec. 5 states that “voting upon all questions at all meetings of the stockholders
shall be by shares of stock and not per capita.” The counting of votes cast will be
done by the Office of the Corporate Secretary with the assistance of the External
Auditors or the Stock Transfer Agent.
Item 14.
Matters
Market for Registrant’s Common Equity and Related Stockholder
Market Information
The Company’s common equity is principally traded at the Philippine Stock Exchange (PSE).
The high and low quarterly sales prices for the last three (3) years and for the third quarter of
the year 2012 are indicated in the table below.
Period -2009
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
High
1.80
5.30
4.65
4.60
Low
1.44
1.52
2.80
3.55
Period-2010
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
High
4.45
4.30
4.50
6.10
Low
3.40
3.85
3.60
3.91
Period-2011
1st Quarter
2nd Quarter
3rd Quarter
4th Quarter
High
5.00
6.05
14.40
11.98
Low
4.00
4.34
5.65
6.96
Period-2012
1st Quarter
2nd Quarter
3rd Quarter
High
49.50
61.80
37.00
Low
11.40
29.50
17.56
Market price as of the latest practicable date September 28, 2012 was Php 23.40 per share.
There was no trading from September 29 to 30, 2012.
22
The Company has a total of 79,087,499 outstanding Common B shares and total of
1,080,812 treasury shares. As of September 30, 2012, the Company has 2,143 stockholders
on record.
The top 20 stockholders as of September 30, 2012 are as follows:
Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
No. of Shares Held
PCD NOMINEE CORPORATION
PCD NOMINEE CORPORATION
FRANCISCO M. VARGAS
LOURDES D. DIZON
JESUS DEL FIERRO MAGSAYSAY
FELICITO C. PAYUMO
PILIPINAS BANK EMPLOYEE RET. PLAN
ELOISA TANTUCO
JECI LAPUZ
ALFONSO LAO
EDMUNDO MADARAZO
ANTONIO JALANDONI
MRIA ISABEL O. DE LA RIVA
EDWIN LIM
ABRAHAM ONG LEE
MANUEL SY
JAMES CU KEHIONG
ELISA D. PAPA
ANITA CHUA &/OR ELY CHUA
ROBERTO GUEVARRA
MARIE JOSINE N. DEE
JOSEPH D. ONG
71,596,131
1,328,363
223,250
202,786
117,014
110,000
100,000
95,732
93,000
90,781
62,500
58,505
54,159
50,000
50,000
50,000
47,000
46,805
43,750
40,000
39,003
35,937
% of Total
90.53%
1.68%
0.28%
0.26%
0.15%
0.14%
0.13%
0.12%
0.12%
0.11%
0.08%
0.07%
0.07%
0.06%
0.06%
0.06%
0.06%
0.06%
0.06%
0.05%
0.05%
0.05%
The number of stockholders on record of the previous years are December 30, 2009 –
2,341, as of December 31, 2010 – 2,308 and December 29, 2011 – 2,231.
Item 15.
Corporate Governance
All the Directors were required to attend a seminar on Good Corporate Governance
Principles that was sponsored by the Philippine Institute of Certified Public Accountants
(PICPA). Also, the creation of the different Committees was acted upon during the
organizational meeting of the Board. The Company continues to follow the Manual of
Corporate Governance and will continue to review and adopt ways to improve on its
compliance. The Company also submitted the Corporate Governance Score Card jointly
prepared by the Institute of Corporate Directors in collaboration with the SEC, PSE and
Ateneo School of Law being a publicly listed company.
The Company has complied with Securities and Exchange Commission (SEC)
Memorandum Circular No. 4, Series of 2012, entitled Guidelines for the Assessment of
Performance of Audit Committees of Companies listed on the Exchange by submitting its
23
Audit Committee Charter and the results of assessment on the performance of the
Committee.
NOTE: The Company will provide without charge a copy of the Company’s Annual
Report on SEC Form 17-A to its stockholders upon receipt of a written request
addressed to Atty. Francis V. Gustilo, Corporate Secretary, at 6th Flr., Sunplaza
Centre, Shaw Blvd cor. Princeton St., Bgy.Wack-Wack, Greenhills East, Mandaluyong
City, Metro Manila.
PART II.
INFORMATION REQUIRED TO BE IN THE PROXY FORM
Item 1.
Identification
This Proxy is solicited by the Board of Directors of the Company to be voted at the Annual
Stockholders’ Meeting. The Information Statement and this Proxy shall be sent through the
mail or courier services to stockholders of record as of November 16, 2012 starting 26
November, 2012. Duly executed Proxies may be returned by mail or by hand at the mailing
address of the Company. Proxies must be received on or before December 7, 2012 at 2.00
p.m.
The cost of solicitation will be borne by the Company and is estimated not to exceed P250,
000.00. In addition to solicitation of the Proxies by use of the mail, officers and employees of
the Company may solicit Proxies personally or by telephone. No person has informed the
Company in writing that he intends to oppose any action intended to be taken by the
Company at the Annual Meeting.
Item 2.
Instructions
All proxies must be accomplished in writing in the form hereto attached. Proxies must be
duly signed by the stockholder and delivered or returned either by mail or by hand to the
Company c / o the Corporate Secretary at the following address:
DIZON COPPER-SILVER MINES, INC.
6th Flr, Sunplaza Centre, Shaw Blvd cor.
Princeton St., Bgy.Wack-Wack, Greenhills East,
Mandaluyong City, Metro Manila
Attention:
Mr. Delfin S. Castro, Jr.
President
Proxies must be received for validation not later than 7 December, 2012 at 2:00 p.m. Proxies
sent by mail shall be considered only when actually received at the address stated above.
Stockholders who mail their proxies have the burden of proof in establishing actual receipt of
the proxies at the address above stated.
At their discretion, the Proxies are authorized to vote upon such matters as are set forth in
the Agenda and such other matters as may properly come before the meeting.
24
Management is hereby authorized to use this proxy for subsequent stockholders’ meetings
within a period no longer than five (5) years from the date of this Proxy, unless the Proxy
holder instructs otherwise.
Item 3.
Revocability of Proxy
A stockholder returning a Proxy may revoke it any time prior to the voting at the Annual
Stockholders’ Meeting. A Proxy returned by a stockholder at least four (4) days before the
Annual Meeting, which is not subsequently revoked, will be voted in accordance with the
marked instructions indicated thereon.
A Proxy which revokes another Proxy shall not be allowed to vote unless it has passed the
proxy validation process. The Proxy validation will be conducted by the Corporate Secretary
and representatives from the stock transfer agent of the Company. All proxies submitted on
or before the deadline will be checked and tallied. Proxy validation will be held at the
Company’s principal office.
Item 4.
Persons making the Solicitation
This Proxy is solicited by the Board of Directors of the Company. It is estimated that about
P250, 000.00 will be spent for the preparation, printing, mailing and distribution of the proxy
statements.
Item 5.
Interest of Certain Persons in Matters to be Acted Upon
No director or executive officer, or associate of the foregoing persons, has any
substantial interest in the matters to be acted upon by the stockholders at the Annual
Meeting.
This Proxy is solicited on behalf of the Board of Directors of Dizon Copper-Silver
Mines Inc.
Important: The Office of the Corporate Secretary of the Company must receive this
Proxy not later than December 7, 2012 at 2:00 p.m.
_______________________________________
Signature of Stockholder over Printed Name
Dated this _____ day of _____________, 2012
25