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GREENERGY HOLDINGS INCORPORATED
(formerly MUSX Corporation)
54 National Road, Dampol II
Pulilan, Bulacan
Tel. No. (02) 661-6945
September 16, 2011
DISCLOSURE DEPARTMENT
The Philippine Stock Exchange, Inc.
3/F Tower One and Exchange Plaza
Ayala Triangle, Ayala Avenue
Makati City
Attention: Janet A. Encarnacion
Head
Gentlemen:
Pursuant to the continuing disclosure requirements of the Philippine Stock
Exchange, please find attached the Preliminary Information Statement (SEC Form
20-IS) of Greenergy Holdings Incorporated (formerly MUSX Corporation) filed
with the Securities and Exchange Commission today.
Should you have questions, please let us know.
Very truly yours,
LYRA GRACIA Y. LIPAE-FABELLA
Corporate Secretary / Corporate Information Officer
Compliance Officer
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20-IS
INFORMATION STATEMENT PURSUANT TO SECTION 20
OF THE SECURITIES REGULATION CODE
1. Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Definitive Information Statement
[ ] Additional Materials
Notice and Agenda
Proxy Form
2. Name of Registrant as specified in its charter: GREENERGY HOLDINGS INCORPORATED
(formerly MUSX CORPORATION)
3. Province, country or other jurisdiction of incorporation or organization: PHILIPPINES
4. SEC Identification Number: 092-000589
5. BIR Tax Identification Code: 001-817-292
6. Address of principal office: 54 National Road, Dampol II-A, Pulilan, Bulacan
Postal Code:
7. Registrant’s telephone number, including area code: c/o (02) 661-6945
8. Date, time, and place of the meeting of security holders: October 19, 2011, 2:30 P.M. at 54 National
Road, Dampol II-A, Pulilan, Bulacan.
9. Approximate date on which the Proxy Statement is first to be sent or given to security holders: October
5, 2011.
10. In case of Proxy Solicitation:
Name of the Person filing the Statement/Solicitor: GREENERGY HOLDINGS INCORPORATED
(formerly MUSX CORPORATION)
Mailing Address and Telephone No: 54 National Road, Dampol II-A, Pulilan, Bulacan, Philippines.
Tel. #: c/o (02) 661-6945
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 Common Stock
Outstanding or Amount of Debt Outstanding
Common 63,876,000,500 shares
12. Are there securities of the registrant listed in a Stock Exchange?
Yes. The Registrant has 23,267,477,740 shares listed at the PSE.
If yes, disclose the name of such Stock Exchange and the class of securities listed therein: The Registrant’s
Common Shares are listed at the PHILIPPINE STOCK EXCHANGE
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PART I -GENERAL INFORMATION
Item 1. Date, time and place of meeting of security holders
The Annual Meeting of the stockholders of the Registrant will be held on October 19, 2011, at 2:30 p.m. at 54
National Road, Dampol II-A, Pulilan, Bulacan.
a. The complete mailing address of the Registrant is at 54 National Road, Dampol II-A, Pulilan, Bulacan,
Philippines.
b. The approximate date on which the Proxy Statement, form of proxy and other solicitation materials are
first to be sent or given to security holders is on October 5, 2011.
Item 2. Revocability of Proxy
Under existing regulations, proxies may be revoked (but in writing) and received by the registrant at
its address above, at least six business days prior to the meeting.
Item 3 Dissenters’ Right of Appraisal
Under Batas Pambansa Blg.168, otherwise known as the Corporation Code, a dissenting stockholder who
has voted against a proposed corporate action shall have the right of appraisal or the right to demand
payment of the fair value of his shares in the following instances:
1. Any amendment to the articles of incorporation which has the effect of changing or restricting the rights
of any stockholder 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. Sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the corporate
property and assets;
3. Merger or consolidation; and
4. Investment in another corporation, business, or for any purpose other than the primary purpose for
which the corporation was organized.
The appraisal right may be exercised by a dissenting stockholder by making a written demand for the
payment of the fair market value of his shares upon the corporation within thirty (30) days after the date on
which the vote was taken. Payment of the shares shall be made only when the corporation has unrestricted
retained earnings in its books to cover such payments. A more detailed outline of the procedure for the
exercise of the appraisal right is found in Section 81 to 86 of B.P. Blg.168.
However, it is Management’s opinion that there are no matters to be taken up at this meeting which might
trigger the exercise of this right.
PART II- SOLICITATION INFORMATION
Item 4. Persons making the Solicitation
1. No director of the registrant has informed the Company in writing that he/she opposes any action
intended to be taken or to be acted upon in the said meeting of stockholders on October 19, 2011.
2. The registrant will engage the services of a courier company for the mailing or distribution of the
solicitation materials at approximate cost of Php20,000.00 the cost of which will be borne by the
registrant.
3. The registrant will be preparing the packages of the shareholder meeting materials and handing them to
a courier company for delivery to shareholders.
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4. Most of the Company’s shares are registered in the name of stockbroker houses, and each house is
given up to 8 sets of Materials to pass out to their clients, the beneficial owners of the Company’s
shares.
5. The week after the delivery, the Company’s Corporate Information and Compliance Officer, without
extra compensation, will begin contacting the Stockbrokers and/or stockholders to ask the status of the
proxy. This continues without break up until the proxy deadline has passed.
Item 5. Interest of Certain Persons in, or Opposition to, Matters to be Acted Upon
No director of the registrant has informed the Company in writing that he/she opposes any action intended
to be taken or to be acted upon in the said meeting of stockholders on October 19, 2011.
PART III. CONTROL AND COMPENSATION INFORMATION
Item 6. Voting Securities and Principal Holders Thereof
a. As of August 31, 2011, the Company has 63,876,000,500 issued and outstanding common shares of
stock. Each issued and outstanding share is entitled to one vote.
b. The record date with respect to this solicitation is fixed at September 28, 2011.
c. Voting Procedures:
With respect to the election of seven (7) directors, each stockholder may vote such number of shares for as
many as seven (7) persons he may choose to be elected from the list of nominees, or he may cumulate said
shares and give one candidate as many votes as the number of his shares multiplied by seven 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
seven. The seven nominees who receive the highest number of votes shall be declared elected.
The votes will be tabulated by the Stock and Transfer agent (RGFS) and cross-checked by the Accounting
firm of BDO ALBA ROMEO & CO.
d. Security Ownership of Certain Record and Beneficial Owners and Management.
As of August 31, 2011, the following persons or group own more than five percent (5%) of the
Registrant’s voting securities:
Name and Address of Record
Owner and Relationship with Name of Beneficial Owner and No. of Shares
Citizenship Percent
Issuer Relationship with Record Owner Held
PCD Nominee Corp PCD Nominee Corporation, a
37/F The Enterprise Center wholly-owned subsidiary of the
Ayala Avenue, Makati City Philippine Depository and Trust
Corporation, Inc. (PDTC), is the
registered owner of the shares in
the books of the Registrant’s stock
Common Filipino 21,481,306,240 33.63%
transfer agent. The beneficial
owner of such shares entitled to
vote the same are PDTC’s
participants, who hold the shares
either in their own behalf or on
behalf of their clients.
Jaime L. Tiu
c/o 30F Washington Tower,
Common The Asiaworld Complex, Jaime L. Tiu Filipino 6,000,000,000 9.39%
Brgy. Tambo, Marina,
Paranaque City
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-Director of Issuer
Southern Field Limited (BVI)*
Palm Grove House P.O. Box Southern Field Limited (BVI)
Common BVI 5,000,000,000 7.83%
438, Road Town, Tortola,
British Virgin Islands
Sunchamp Real Estate and
Development Corporation** Sunchamp Real Estate and
Common Filipino 3,500,000,000 5.48%
35 Gasan St., Masambong, Development Corporation
SFDM, Quezon City
*
Shares to be voted by Lee Yung Tsung or any other duly authorized representative
**
Shares to be voted by James L. Tiu or any other duly authorized representative
The following table shows the ownership of the following directors and executive officers in the Registrant’s
Common shares as of August 31, 2011:
Title of Percent
Name of Beneficial Owner Citizenship No of shares Nature
Class Ownership
Common Antonio L. Tiu Filipino 1,000,000 Record* 0.00%
Common Lyra Gracia Y. Lipae-Fabella Filipino 100,000 Record* 0.00%
Common James L. Tiu Filipino 3,009,000,000 Record* 4.71%
Common Martin C. Subido Filipino 200,000 Record** 0.00%
Common Jaime L. Tiu Filipino 6,000,000,000 Record 9.39%
Common Claro F. Certeza Filipino 100,000 Record* 0.00%
Common Joel L. Lin Filipino 100,000 Record* 0.00%
Common Kenneth S. Tan Filipino 100,000 Record* 0.00%
Total 9,010,600,000 14.11%
* On record and lodged under Tri-State Securities, Inc. ** Lodged under Tri-State Securities, Inc. and Asiasec Equities, Inc.
The aggregate number of shares owned by all officers and directors as a group as of August 31, 2011 is
9,010,600,000 or 14.11% of the Registrant’s outstanding capital stock.
Voting Trust Holders of 5% or more
To the knowledge of the Registrant, no such voting trust exists.
Changes in Control
The Registrant is not aware of any change in control or arrangement that may result in a change in control of
the Registrant since the beginning of its last fiscal year.
Item 7. Directors and Executive Officers
As of August 31, 2011, the Board of Directors is composed of seven (7) individuals:
Name Position Nationality Age Term of Period Served
Office
Antonio L. Tiu Director Filipino 36 One year 2010 to present
Lyra Gracia Y. Lipae- Director Filipino 35 One year 2010 to present
Fabella
James L. Tiu Director Filipino 28 One year 2010 to present
Martin C. Subido Director Filipino 35 One year 2010 to present
Jaime L. Tiu Director Filipino 34 One year 2010 to present
Claro F. Certeza* Director Filipino 53 One year 2010 to present
Joel L. Lin* Director Filipino 42 One year 2010 to present
* Independent director
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ANTONIO L. TIU, Director/Chairman of the Board. Mr. Tiu is also the CEO of Beidahuang Philippines
Agro Industrial Development Corp, Chairman/President and CEO of Agrinurture, Inc., and Chairman of
Sunchamp Real Estate Development Co. He has held and/or continues to hold chairmanship positions in the
Board of Directors of First Class Agriculture Corporation, Fresh & Green Harvest Agricultural Company Inc.,
Best Choice Harvest Agricultural Corp., Lucky Fruits & Vegetable Products Inc., M2000 IMEX Company
Inc., Fruitilicious Company Inc., Ocean Biotech Inc., and Fresh and Green Palawan Agri Ventures. He
likewise served as part-time lecturer in International Finance at DLSU Graduate School from 1999 to 2001.
In 2009, he was given the Ernst and Young Emerging Entrepreneur of the Year award. He is an active
member of the Integrated Food Manufacturer Association of the Philippines, PHILEXPORT, PHILFOODEX,
Chinese Filipino Business Club, and Philippine Chamber of Agriculture and Food Industries.
Mr. Tiu has a Masters degree in Commerce specializing in International Finance from University of New
South Wales, Sydney Australia and BS Commerce major in Management from De La Salle University,
Manila. He is currently a candidate for a Doctorate degree in Public Administration at the University of the
Philippines.
Lyra Gracia Y. Lipae-Fabella, Director. Atty. Lipae-Fabella is a Certified Public Accountant and member
of the Integrated Bar of the Philippines. Her work experience includes that as of Junior Staff Auditor in a
leading auditing firm, Associate in a law firm and Securities Counsel III with the Securities and Exchange
Commission. She is presently the Managing Partner of the Fabella and Fabella Law Office.
Atty. Lipae-Fabella graduated from the San Beda College of Law and obtained her BS Business
Administration and Accountancy degree from the University of the Philippines-Diliman.
James L. Tiu, Director. Mr. Tiu is a member of the board and General Manager of Team ANI in the
Philippine Basketball League.since 2009. He served as General Manager of Fresh and Green Corporation
from 2008 to 2009. He also worked as Chinese interpreter in 2006 to 2008 for the Philippine Airlines.
Mr. Tiu attended the University of Santo Tomas and Chang Kai Shek College, obtaining from the latter his
Bachelor of Science degree in Commerce major in marketing.
Martin C. Subido, Director. Atty. Subido is a Certified Public Accountant and a member of the Integrated
Bar of the Philippines. He was a Senior Associate of the Villaraza & Angcangco Law Offices before
becoming managing partner of The Law Firm of Subido Pagente Certeza Mendoza & Binay.
Atty. Subido graduated with a B.S. Accountancy degree from De La Salle University and obtained his Juris
Doctor Degree, with honors, from the School of Law of the Ateneo de Manila University.
Jaime L. Tiu, Director. Mr. Tiu is a registered Mechanical Engineer and works for the Origin Energy
(Brisbane) as a joint venture accountant. His previous work and business experience includes that as
accountant for QGC Pty Ltd., Unidel Pty Ltd , Jungle Busters Co. and Mabuhay 2000 Enterprises, Inc, during
the period 2003 to 2010. He was also Team Lead and Customer Support Officer for Sykes Asia, Inc. in 2000
to 2003.
Mr. Tiu obtained his B.S. Mechanical Engineering degree from De La Salle University and Masters of
Commerce in Professional Accounting from the University of Queensland (Brisbane).
Claro F. Certeza*, Independent Director. Atty. Certeza has a solid track record and experience, both as
lawyer and executive, having dealt with various commercial issues, issues management and brand imaging,
labor relations management and franchise program development.
Atty. Certeza is a faculty member of the Ateneo de Manila College of Law since 1992. He has also taught, as
member of the faculty and/or MCLE lecturer, at the Lyceum College of Law and Adamson College of Law.
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He is Senior Partner at Subido Pagente Certez Mendoza and Binay since 2005. He served as Managing
Director of Strategic Franchising Concepts, Inc. from 2003 to 2005 and Vice President for Legal and
Corporate Affairs and Corporate Franchising of Jollibee Foods Corporation since 1995 up to 2003.
Atty. Certeza received his Bachelor of Laws from the Ateneo de Manila College of Law and Bachelor of
Science from the University of the East.
Joel L. Lin*, Independent Director. Mr. Lin works for PT Integra Indocabinet (Indonesia) as Plant Manager.
His previous work and business experience includes that of being the Managing Owner of PT. Warna Indah
Sejahtera, Assistant to the General Manager of CV. Hanjaya Beltim, Plant/Production Manager of PT.
Internasional Disaintama Primakarya from 2006 until 2008, IT Department Head of PT. Tanjung Tiara/PT.
Tanjung Nilam Printing from 1994 until 2006, MIS Manager of PT. SLA International Distribution from
1993 until 1994, and Software Programmer from 1992 until 1993. He speaks Mandarin, Fukien, English,
Tagalog and Indonesian.
Mr. Lin received his Bachelor of Science in Computer Science and Information from the Fu Jen Catholic
University in Taiwan.
* The Independent Directors, Atty. Certeza and Mr. Lin, have never been engaged as Consultant/s of the
Company.
A. The Executive Officers of the Company:
Chairman, President and CEO - Antonio L. Tiu
Treasurer - James L. Tiu
Corporate Secretary/CIO/Compliance Officer- Lyra Gracia Y. Lipae-Fabella
CIO/Compliance Officer (Alternate) - Kenneth S. Tan
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The Current Executive Officers of the Company
Name Age Citizenship Period Business Experience for the past 5 years
Served
Antonio L. Tiu, 36 Filipino Nov. 3, Mr. Tiu is the President and CEO of the Company.
President and 2010 to Mr. Tiu is also the CEO of Beidahuang Philippines
CEO present Agro Industrial Development Corp,
Chairman/President and CEO of Agrinurture, Inc.,
and Chairman of Sunchamp Real Estate
Development Co. He has held and/or continues to
hold chairmanship positions in the Board of
Directors of First Class Agriculture Corporation,
Fresh & Green Harvest Agricultural Company
Inc., Best Choice Harvest Agricultural Corp.,
Lucky Fruits & Vegetable Products Inc., M2000
IMEX Company Inc., Fruitilicious Company Inc.,
Ocean Biotech Inc., and Fresh and Green Palawan
Agri Ventures. He likewise served as part-time
lecturer in International Finance at DLSU
Graduate School from 1999 to 2001. In 2009, he
was given the Ernst and Young Emerging
Entrepreneur of the Year award. He is an active
member of the Integrated Food Manufacturer
Association of the Philippines, PHILEXPORT,
PHILFOODEX, Chinese Filipino Business Club,
and Philippine Chamber of Agriculture and Food
Industries.
James L. Tiu, 28 Filipino Nov. 9, Mr. Tiu is the Treasurer of the Company. He is a
Treasurer 2010 to member of the Board and General Manager of
present Team ANI in the Philippine Basketball
League.since 2009. He has served as General
Manager of Fresh and Green Corporation from
2008 to 2009. He has also worked as Chinese
interpreter in 2006 to 2008 for the Philippine
Airlines.
Lyra Gracia Y. 35 Filipino Nov. 9, Atty. Lipae-Fabella is the Corporate Secretary,
Lipae-Fabella, 2010 to Corporate Information and Compliance Officer of
Corporate present the Company. She is a Certified Public
Secretary, Accountant and member of the Integrated Bar of
Corp. the Philippines. Her work experience includes that
Information as of Junior Staff Auditor in a leading auditing
and firm, Associate in a law firm and Securities
Compliance Counsel III with the Securities and Exchange
Officer Commission. She is presently the Managing
Partner of the Fabella and Fabella Law Office.
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Kenneth S. 38 Filipino Dec. 23, Mr. Tan is the Company’s alternate Corporate
Tan, Corp. 2010 to Information and Compliance Officer. He is also
Information present the VP for Admin/CIO and Compliance Officer of
and Agrinurture, Inc. His prior work experience
Compliance includes that as an officer of Citibank and
Officer Manulife Financial and part-time lecturer in
(Alternate) Economics at an international school in Manila.
The directors are elected at each annual stockholders’ meeting by the stockholders entitled to vote. Each
director holds office for a period of one (1) year or until the next annual election and his/her successor is duly
elected, unless he/she resigns, dies, or is removed prior to said next annual election.
Since the Company’s last annual stockholders’ meeting on December 23, 2010, none of the directors elected
therein by the stockholders has resigned or declined to stand for re-election to the Board of Directors because
of a disagreement with the Company on any matter relating to the Company’s operations, policies or
practices, and the required disclosures relevant to the existence thereof.
Neither the Company nor its subsidiaries have engaged in any transaction in which a director, officer or
shareholders owning more than 10% would have a direct or indirect actual interest.
The nominees for the election to the Board of Directors are as follows:
1. Antonio L. Tiu
2. John Aloysius Bernas
3. Helen O. Tong
4. Mark Kenneth O. Duca
5. George Y. Uy
6. Martin C. Subido
7. Lyra Gracia Y. Lipae-Fabella
8. Leonor Breones (Independent Director)
9. Benjamin P. Lim (Independent Director)
Below sets forth the brief background on the nominees for election/reelection to the Board of Directors:
ANTONIO L. TIU, 36, Filipino. Mr. Tiu is presently the Company’s Chairman of the Board of Directors
and President/CEO. Please see above for more details.
JOHN ALOYSIUS BERNAS, 49, Filipino. Mr. Bernas sits on the Board of various commercial as well as
non-profit organizations in the Philippines. He is currently Chairman of Team Micro Credit Corporation and
member of the Board of Philippines First Plans Inc. and Philhealthcare. He is also Treasurer of Urban
Program for Livelihood Finance and Training Inc. (Uplift), a non-profit MFI operating among the informal
settler communities in Metro Manila. He was Associate in Global Fixed Income with Chemical Bank (now
JP Morgan Chase) in New York City in 1987 before joining Continental Bank (now Bank of America).
Subsequently, he joined Bankers Trust Company (now Deutsche Bank) in Tokyo as Vice President. In 1997,
he moved on to Bear Stearns International (now JP Morgan Chase) as Senior Managing Director and General
Partner. In 2002, he embarked on a sabbatical period to pursue his passion for cooking, completing a year-
long professional culinary course at Scuola di Culinaria Cordon Bleu in Florence, Italy. In 2004, he returned
to Manila and eventually joined the Ayala Foundation until 2006.
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Mr. Bernas graduated from the Honors Program in Economics at the Ateneo de Manila University. He earned
his MBA from the Darden Graduate School of Business and MA in Asian Studies from the Corcoran School
of History.
HELEN O. TONG, Filipino. Ms. Tong is the Managing Director of Propmech Corporation. She also
occupies various positions as COO/Treasurer, Secretary and/or Director of the following business entities:
Safehull Marine Technologies Inc., Paleeno AP Inc., Floatech International Corporation, Philmarine
Technology Group Inc. and Manila Cordage Company.
Ms. Tong obtained her degree in Bachelor of Arts in Business Administration from the College of the Holy
Spirit.
MARK KENNETH O. DUCA, 33, Filipino. Mr. Duca is a Director of Central Equity Rural Bank (soon to
be Agricultural Bank of the Philippines upon approval of the SEC) and Beidahaung (Phils.) Agro-Industrial
Development Corporation. He is also the General Manager of United Pharmachem Agrivet Corp.
Mr. Duca is a graduate of Yok University Canada with a degree in BS Commerce.
GEORGE Y. UY, 61, Filipino. Mr. Uy started his career with the United Laboratories and Squibb between
1969 and 1970. He co-founded the Optima Scientific Consultants, Inc. which is engaged in the design of
pollution abatement systems. Mr. Uy was one of the first proponents in the Philippines of the polypropylene
woven bag plant using equipment from Europe, and also first to set up a meat processing plant that uses
equipment from Germany with a license to export to Japan from the Philippines granted by the Japanese
Ministry of Agriculture. In 1988, he co-founded a company engaged in mass transport system,
telecommunications, and indentor of steel products. Currently he is also engaged in the biofuel program in the
Philippines.
Mr. Uy obtained both his Bachelor’s degree and Master’s degree in Chemistry from the Ateneo de Manila
University.
MARTIN C. SUBIDO, 35, Filipino, Director. Atty. Subido is an incumbent member of the Board of
Directors. Please see above for more details.
LYRA GRACIA Y. LIPAE-FABELLA, 35, Filipino. Atty. Lipae-Fabella is an incumbent member of the
Board of Directors and the Company’s Corporate Secretary, Corporate Information and Compliance Officer.
Please see above for more details.
LEONOR M. BRIONES, 70, Filipino. Prof. Briones is a nominee for election as independent director of the
Company. She is a Director for Policy and Executive Development, National College of Public
Administration and Governance, University of the Philippines System, Diliman. She is also a Professor and
Faculty Member, Graduate Level, in the same university. Prof. Briones was the Treasurer of the Philippines,
Bureau of Treasury from August 1998 to February 2001 and was concurrently the Presidential Adviser for
Social Development, with Cabinet Rank, Office of the President.
BENJAMIN P. LIM, 66, Filipino. Mr. Lim is a nominee for election as independent director of the
Company. Mr. Lim has served as Vice-President for Operations and Vice President for Corporate Services
and various other management positions while with the PNOC Energy Development Corporation from 1993
until 2005. After his retirement, he became adviser to the Board of Directors of the PNOC rendering timely
advice on policy and operational matters. He also occupied various management positions while working with
Petron Corporation from 1977 until 1993. Previously, he was connected with Lakeview Industrial
Corporation from 1974 until 1977, with Esso Philippines Incorporated from 1971 until 1974 and Freeman
Incorporated from 1967 until 1969. He was also a member of the Faculty of Engineering of the University of
Sto. Tomas from 1966-1969.
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Mr. Lim obtained his degree in BS Chemical Engineering (summa cum laude) at the University of Sto. Tomas
and his degree in MS Chemical Engineering at the University of Washington.
Prof. Briones and Mr. Lim have been nominated by Antonio L. Tiu to stand election as independent directors.
Mr. Tiu has no business relationship with each nominee for independent directors.
In compliance with SEC Memorandum Circular No. 16, series of 2002 (now Rule 38 of the SRC) which
provides for the guidelines on the nomination and election of independent directors, a Nomination Committee
has been created which is composed of the following:
Chairman - Joel L. Lin*
Member - Jaime L. Tiu
Member - Antonio L. Tiu
* Independent Director
The Nomination Committee pre-screened the nominees for election as independent directors pursuant to the
criteria in the SEC Memorandum Circular and in the Manual for Corporate Governance, and has determined
that Prof. Briones and Mr. Lim meet the qualifications and none of the disqualifications for independent
directors.
Family Relationships
Except for Messrs. Antonio L. Tiu, James L. Tiu and Jaime L. Tiu who are brothers, and Attys. Martin Subido
and Claro F. Certeza who are nephew and uncle, there are no other existing family relationships within the
fourth civil degree either by consanguinity or affinity among the directors, executive officers, or persons
nominated or chosen by the Company to become directors or executive officers.
Certain Relationships and Related Transactions
The Group’s related parties include key management personnel and stockholders (for more discussion, please
refer to the Company’s 2010 Consolidated Financial Statement note 23).
Involvement in Legal Proceedings
To the best of the Registrant’s knowledge, in the last 5 years up to the latest date of this information
statement, none of the directors or officers is or has been involved in any of the following events material in
evaluating his ability or integrity as such director or officer:
a. any bankruptcy proceeding filed by or against any business of which such person was a general partner
or executive officer either at the time of the bankruptcy or within two (2) years prior to that time;
b. any conviction by final judgment;
c. any order, judgment or decree, permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities, commodities or banking activities; and
d. violation of a securities or commodities law or regulation.
Significant Employees
No single person is expected to make a significant contribution to the business. The Company
considers the collective efforts of all its employees as instrumental to the overall success of the business. The
Company recognizes that its success depends upon the combined efforts of its management and employees
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who are currently challenged by the Company’s market, business and product development strategies. The
Company believes that so long as it continues to provide opportunity for growth to its employees coupled
with appropriate incentive compensation programs, the employees will continue to be satisfied with and loyal
to the Company.
Item 8. Compensation of Directors and Executive Officers
Annual Compensation of the Group’s Executive Officers and Directors
Salary Bonuses Other
Year
(US$) (US$) Income
Name & Position of Four Most Highly Compensated
Officers
Antonio L. Tiu-President and CEO
James L. Tiu-Treasurer
Rafaelito Soliza-Comptroller*
Lyra Gracia Y. Lipae-Fabella-Corporate Secretary
2011 28,000** NA 0
President and CEO and the three most highly
2010 177,557 NA 0
compensated officers named above
2009 302,090 NA 0
(term effective 2010-2011)
2008 443,000 NA 0
2007 431,105 NA 0
2011 30,000** NA 0
Aggregate compensation of the Executive Officers 2010 182,312 NA 0
and Directors 2009 312,090 NA 0
2008 465,000 NA 0
2007 453,505 NA 0
**Approximate aggregate compensation for 2011
*Non-reporting officer
Compensation of Directors
In 2007, each non-employee member of the board received a per diem of US$800 for attendance at every
regular board meeting, and US$400 for attendance at every special board meeting. The Chairman of a
Committee received US$200 every month, while the members received US$200 per attendance at every
committee meeting. Commencing 2008, the directors’ fees had been reduced to US$500 for attendance at
every regular board meetings and US$250 for special board meetings. Starting May 2008, the monthly fee for
Chairman of each Committee had been reduced from $200 to $100, while membership attendance fee for each
Committee meeting was also reduced from $200 to $100. Effective January 2010, the monthly chairmanship
fee of all committees had been removed. Effective 2011, the per diem rate for the Board of Directors has been
further reduced to P5,000 for every board meeting.
Employment Contracts
None.
Warrants and Options Outstanding and Options Held by Directors and Officers
There are no warrants or options outstanding and there are no options held by directors and officers.
Item 9. Independent Public Accountants
a. BDO Alba Romeo & Co. is a general professional partnership established in 1995. It is composed of
partners whose competence and expertise have been tested by the business community for more than
30 years.
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BDO Alba Romeo & Co. is a member of BDO (BINDER DIJKER OTTE) INTERNATIONAL, one
of the largest accounting and consulting organizations in the world with more than 600 offices in over
100 countries. As one of the leading providers of accounting and consulting services in the
Philippines, BDO Alba Romeo & Co has over 800 audit clients which operate in all sectors of
business activity and ranging from single proprietorship to large multinational companies. The Firm
maintains offices in Metro Manila and in the key cities of Bacolod, Cagayan De Oro and Metro Cebu.
b. Representatives of BDO Alba Romeo & Co. are expected to be present at the Annual Meeting to
respond to appropriate questions and will be given the opportunity to make a statement if they desire
to do so.
c. There are no disagreements with the Registrant’s external auditors as regards to accounting principle,
practices or financial disclosures.
d. With reference to SRC Rule 68(3)(b)(iv) re: rotation of external auditors, the engagement of BDO
Alba Romeo & Co. as the external auditors complies with this requirement.
e. BDO Alba Romeo & Co. is recommended for election for calendar year 2011 as external auditor.
Item 10. Compensation Plans
None
PART IV. ISSUANCE AND EXCHANGE OF SECURITIES
Item 11. Authorization or Issuance of Securities other than for Exchange
As of August 31, 2011, the Corporation has an authorized capital stock of Php1,000,000,000.00 consisting of
100,000,000,000 common shares with par value of Php0.01 each, of which 63,876,000,500 shares are issued
and outstanding.
The Annual Stockholders’ Meeting of the Company for the year ended December 31, 2009 took place on
December 23, 2010. In attendance in said meeting were the following:
Present:
Total issued and outstanding shares -5,000,000,000(@ P0.10 par value per share
Total no. of shares represented in the meeting -3,543,982,179 (70.88%)
The following matters which were on the agenda, were approved/ratified by the stockholders present or
represented in the said meeting:
1. Minutes of the last stockholders' meeting held on December 14, 2009.
2. Adoption of the Audited Financial Statements for the calendar year ended December 31, 2009.
3. Revision of the issue price, from 10.4 centavos per share to the par value of 10.0 centavos per share, of the
123,252,226 Stock Purchase Plan shares previously approved to be sold at 10.4 centavos per share during
the December 14, 2009 annual stockholders meeting.
The majority of the minority shareholders also approved the repricing of the subject Stock Purchase Plan
shares to the par value of 10.0 centavos per share.
12
4. Issuance of the remaining 1.55 Billion unissued shares at par value of 10.0 centavos per share by way of
private placement by the following:
a. Ann Loraine Buencamino – 300 Million shares
b. Jaime L. Tiu – 300 Million shares
c. Jose Marie E. Fabella – 300 Million shares
d. James L. Tiu – 300 Million shares
e. Sunchamp Real Estate and Development Corporation – 350 Million shares
The majority of the minority shareholders also approved, confirmed and ratified the above issuance of
shares by way of private placement.
5. The Company’s growth strategy to retain an interest in the semiconductor business of its subsidiary Music
Semiconductors Philippines, Inc. (MSPI) and the divestment of 61% interest in MSPI as well as the
divestment of the Corporation’s interest in its foreign subsidiaries MUSIC Semiconductors, Inc., Musem
Electonic N.V. and Protelcon, Inc..
The majority of the minority shareholders also approved, confirmed and ratified the above growth strategy
and acts of divestments.
6. All acts of the Management and the Board of Directors for the year 2010 until date of the stockholders’
meeting.
7. Amendment of the Articles of Incorporation for the purpose of the following:
a. Change of name to Greenergy Holdings Incorporated;
b. Change of principal office to 54 National Road, Dampol II-A, Pulilan, Bulacan;
c. Decrease of par value from 10.0 Centavos per share to 1.0 Centavo per share;
d. Increase in authorized capital stock from P500 Million divided into 5 Billion shares at 10
Centavos par value per share, of up to an amount to be determined by the Board not exceeding
P1 Billion divided into 100 Billion shares at 1 Centavo par value per share; and
e. Increase in the Number of the Membership of the Board of Directors from 7 to 9 Members
8. Conversion of the Company’s debt to equity in the amount of P14,260,005.00 or equivalent to
142,600,050 Company shares at par value of 10.0 centavos per share, to be taken from the proposed
increase in authorized capital stock.
The majority of the minority shareholders also approved the said debt to equity conversion.
9. The allocation of 500 Million Company shares at par value of 10.0 centavos per share out of the increase
in authorized capital stock for additional issuance pursuant to the Company’s stock purchase plan
previously approved at the December 14, 2009 annual stockholders’ meeting.
10. Authority for the Chairman to enter into negotiations with third parties for possible mergers, acquisitions
and the creation of subsidiaries.
11. Appointment of BDO Alba Romeo & Co. as the Company’s external auditor for the Calendar Year 2010.
12. At the same meeting, the following were elected Directors of the Company:
a. Antonio L. Tiu
b. Lyra Gracia Y. Lipae-Fabella
c. James L. Tiu
d. Martin C. Subido
13
e. Jaime L. Tiu
f. Claro F. Certeza (Independent Director)
g. Joel L. Lin (Independent Director)
NEW APPROVALS/RATIFICATIONS REQUESTED:
AGENDA ITEM 7 – TO APPROVE AND RATIFY THE ISSUANCE VIA PRIVATE PLACEMENT OF
5,500,000,000 AUTHORIZED BUT UNISSUED COMMON SHARES AT PAR VALUE OF P0.01 PER
SHARE.
The Board of Directors approved on September 9, 2011 the issuance of 5,500,000,000 authorized but
unissued common shares at par value of P0.01/share which were subscribed via private placement by the
following:
a. Phillip L. Ong-2,000,000,0000 shares; and
b. Grand Design International Limited-2,500,000,000 shares
c. Jerry Go Yu- 1,000,000,000 shares
AGENDA ITEM 8 – TO APPROVE AND RATIFY THE ISSUANCE OF 13,876,000,500 COMMON
SHARES AT PAR VALUE OF P0.01 ON JUNE 22, 2011 PURSUANT TO THE INCREASE IN
AUTHORIZED CAPITAL STOCK FROM P500 MILLION TO P1 BILLION WHICH WAS APPROVED
BY THE STOCKHOLDERS ON DECEMBER 23, 2010 AND BY THE SECURITIES AND EXCHANGE
COMMISSION ON JUNE 22, 2011.
The SEC approved on June 22, 2011 the issuance of a total of 13,876,000,500 common shares at par
value of P0.01, pursuant to the increase in authorized capital stock from P500 million to P1 billion which
was approved by the stockholders on December 23, 2010. The subscribers are as follows:
Johnyee Campsite Corp. – 300,000,000
Allan U. Porras - 300,000,000
Ma. Aileen P. Sy – 300,000,000
Guilin Shi (a.k.a. Sy Kui Lam; a.k.a. Benito Sy) -- 300,000,000
Southern Field Limited (BVI) – 5,000,000,000
Lee, Ya Chuan - 300,000,000
Lee, Pei Feng (a.k.a. Li, Pei Feng) - 450,000,000
Maria Lorena S. Florendo – 2,500,000,000
Jaime L. Tiu – 3,000,000,000
Michael Burton - 1,426,000,500
AGENDA ITEM 9 – SUBJECT TO COMPLIANCE WITH THE LISTING REQUIREMENTS OF THE
PHILIPPINE STOCK EXCHANGE (“PSE”), TO CAUSE THE LISTING WITH THE PSE AND TO
OBTAIN THE APPROVAL OF THE MAJORITY OF THE MINORITY SHAREHOLDERS ON THE
WAIVER OF THE REQUIREMENT, IF ANY, TO CONDUCT A RIGHTS OR A PUBLIC OFFERING
WITH RESPECT TO THE FOLLOWING COMMON SHARES:
a. ISSUANCE OF 5,500,000,000 SHARES AT PAR VALUE OF P0.01/SHARE SUBJECT OF
ITEM 7 HEREOF;
b. ISSUANCE OF 13,876,000,500 SHARES AT PAR VALUE OF P0.01/SHARE SUBJECT
OF ITEM 8 HEREOF; AND
14
c. ISSUANCE OF 15,500,000,000 1 SHARES AT PAR VALUE OF P0.01/SHARE ISSUED
ON NOVEMBER 25, 2010, THE ISSUANCE OF WHICH WAS APPROVED AND
RATIFIED BY THE STOCKHOLDERS ON DECEMBER 23, 2010
AGENDA ITEM 10 – TO APPROVE THE AMENDMENT TO THE CORPORATION’S ARTICLES OF
INCORPORATION FOR THE PURPOSE OF INCREASING THE AUTHORIZED CAPITAL STOCK
FROM P1 BILLION UP TO AN AMOUNT TO BE DETERMINED BY THE BOARD OF DIRECTORS
NOT EXCEEDING P2 BILLION.
AGENDA ITEM 11 – TO APPROVE AND RATIFY THE WAIVER OF THE PRE-EMPTIVE RIGHT
TO SUBSCRIBE TO THE ISSUANCE OF SHARES BY MUSIC SEMICONDUCTORS PHILIPPINES,
INC. PURSUANT TO THE DIVESTMENT OF 61% INTEREST THEREIN AS APPROVED BY THE
STOCKHOLDERS ON DECEMBER 23, 2010.
AGENDA ITEM 12 – TO APPROVE AND RATIFY AGREEMENT TO ACQUIRE 51% OF TOTAL
WASTE MANAGEMENT RECOVERY SYSTEM AND INFUSE ADVANCES UP TO P25,000,000.00.
AGENDA ITEM 13 –TO APPROVE AND RATIFY AGREEMENT WITH TIANJIN TIANBAO
INVESTMENT AND DEVELOPMENT CORPORATION PERTAINING TO THE ESTABLISHMENT
OF A JOINT VENTURE VEHICLE FOR THE DEVELOPMENT, FUNDING AND OPERATION OF
RENEWABLE ENERGY PROJECTS.
AGENDA ITEM 14 – TO AUTHORIZE THE REDISTRIBUTION, IF NEEDED AND UNDER SUCH
TERMS AND CONDITIONS AS MAY BE DETERMINED BY THE BOARD OF DIRECTORS, OF
THE 1,232,522,260 COMMON SHARES UNDER THE STOCK PURCHASE PLAN, THE ISSUE PRICE
OF WHICH WAS PREVIOUSLY REVISED AND APPROVED BY THE STOCKHOLDERS ON
DECEMBER 23, 2010 TO PAR VALUE EQUIVALENT TO P0.01/SHARE.
AGENDA ITEM 15 – TO APPROVE INVESTMENT OF CORPORATE FUNDS IN ANOTHER
CORPORATION OR BUSINESS OR THROUGH JOINT VENTURE PROJECTS OR PARTNERSHIPS,
UNDER SUCH TERMS AND CONDITIONS AS MAY BE DETERMINED BY THE BOARD OF
DIRECTORS AND AS MAY BE WARRANTED AND ALLOWED UNDER EXISTING LAWS, RULES
AND REGULATIONS.
AGENDA ITEM 16 – RATIFICATION AND CONFIRMATION OF ALL ACTS OF THE BOARD OF
DIRECTORS AND MANAGEMENT SUBSEQUENT TO 2010 ASM TO DATE.
Shareholders are requested to ratify and confirm all acts of the Board of Directors and Management
subsequent to the last annual stockholders’ meeting to date as reflected in the records of the Registrant.
Management and Board Actions as disclosed
March 30, 2011 Preparation of requirements pursuant to the Company’s amendment to its Articles
of Incorporation, including subscription by various investors in relation to the
increase in authorized capital stock; revision of Manual of Corporate Governance;
mutual rescission of Deeds of Sale
June 8, 2011 Postponement of Annual Stockholders’ Meeting
June 13, 2011 Agreement to acquire 51% of Total Waste Management Recovery System, Inc.
and infusion of up to P25M as advances
July 27, 2011 Waiver of pre-emptive right to subscribe to the issuance of shares by Music
Semiconductors Philippines, Inc. in relation to the divestment of sixty one per cent
interest therein as approved by the stockholders on December 23, 2010; and
amendment of the authorized signatories to the various bank accounts of the
1
Originally 1,550,000,000 shares at par value of P0.10/share but adjusted pursuant to decrease in par value from
P.10/share to P.01/share, approved by the SEC on June 22, 2011.
15
Corporation.
August 31, 2011 Agreement with Tianjin Tianbao Investment and Development Corporation
(“TTIDC”) for the establishment of a joint venture vehicle for wind energy and
other renewable energy projects; the grant of authority upon Antonio L. Tiu, the
Chairman and CEO of the Corporation, to enter into and execute the Agreement
with TTIDC on behalf of the Corporation; authorizing the lodgment of securities
in accordance with the Amended Rules on Lodgment of Securities of the
Philippine Stock Exchange; and the grant of authority to the Corporation’s
President and CEO and/or Corporate Secretary as duly-designated representatives
to sign any document for the purpose of implementing the same.
September 9, 2011 Conduct of annual stockholders’ meeting on October 19, 2011 with record date
September 28, 2011; issuance of 5,500,000,000 unissued common shares at par
value of P.01/share; to cause the listing and obtain the approval of the majority of
the minority shareholders on the waiver of the requirement, if any, to conduct a
rights or public offering with respect to the following issuances of common
shares: i) 5,500,000,000 shares at par value of P0.01/share; ii) 13,876,000,500
shares at par value of P0.01/share; and iii) 15,500,000,000 shares at par value of
P0.01/share; amendment to the Corporation’s Articles of Incorporation for the
purpose of increasing the authorized capital stock from P1 Billion up to an amount
to be determined by the Board not exceeding P2 Billion; to obtain stockholders’
approval for the Board to invest corporate funds in another corporation or business
or through joint venture projects or partnerships, under such terms and conditions
as may be determined by the Board of Directors and as may be warranted and
allowed under existing laws, rules and regulations; to obtain stockholders’
approval for the redistribution, if needed and under such terms and conditions as
may be determined by the Board, of the 1,232,522,260 common shares under the
Stock Purchase Plan, the issue price of which was previously revised and
approved by the stockholders on December 23, 2010 to par value equivalent to
P0.01/share;and reappointment of BDO Alba Romeo and Co. as external auditor
for calendar year 2011.
AGENDA ITEM 18 – APPOINTMENT OF BDO ALBA ROMEO & CO. AS EXTERNAL AUDITOR
FOR CALENDAR YEAR 2011.
Item 12. Modification or Exchange of Securities
The Company is not at this time, considering any modification to its existing class of securities, neither is it
contemplating to issue, or authorize to issue one class of securities in exchange for outstanding securities of
another class.
Item 13. Financial and Other Information
The following are the financial and other information of the Company:
MANAGEMENT REPORT
Audited Financial Statements and Interim Financial Statements
Changes in, and Disagreements with, Accountants on Accounting and Financial Disclosure –
The Company has had no disagreements with its previous auditors or with the current auditor, BDO Alba
Romeo & Co., on either accounting matters or on Financial Disclosures.
16
Management’s Discussion and Analysis of Financial Condition and Results of Operations
1. Interim 2nd Quarter 2011
Comparable Discussion of Changes in Financial Conditions and Results of Operations.
Sales revenue for the 2nd quarter 2011 totaled P11.5 million, an increase of 12.7% over the same period in
2010, but a decrease from the 1st quarter 2011 level of P14.7 million. While we remain cautious on further
growth this year, as market sentiment is clearly averse to taking any kind of inventory risk, we are optimistic
that the Company’s recent ventures in the field of renewable energy will yield positively as they take fruition
within the next couple of years.
Gross profit in the 2nd quarter 2011 was P8.3 million, equal to 72.21% of sales. This result was due to a
weighted mix of higher margin products and successful overhead cost containment as compared to prior
years. The Company will continue to maintain pressure on overhead as well as direct material costs, in efforts
to further lower costs.
Operating expenses in the 2nd quarter 2011 totaled P6.6 million, a decrease of about P3.74 million compared
to the amount incurred in the 2nd quarter 2010, but an increase of about P0.6 million from the 1st quarter level
of P5.7 million. Management continues to focus on Operating expense optimization as a way to offset any
impact of further sales revenue tightness during the upcoming quarters.
As a result of the above, profit from operations in the 2nd quarter 2011 was P1.7 million, a marked increase
compared to the operating loss of P3.0 million same quarter last year. During the 1st quarter 2011, the
Company also earned a P1.5 million operating profit. The Company incurred Other Expenses amounting to
P3.75 million during the 2nd quarter 2011, resulting to a loss before tax of P2.1 million, an amount slightly
lower compared to the negative P3.2 million earned during the same quarter last year.
Causes of Material Changes in Balance Sheet accounts
Total assets as of June 30, 2011 were P469.4 million, an increase by P53.0 million from the amount of P416.4
million as of December 31, 2010. This increase is attributed to the increase in current assets, particularly in
cash and advances to project.
Total liabilities at June 30, 2011 decreased to P26.7 million from P53.1 million at Dec.31, 2010 due to
payment of various obligations and liabilities.
Discussion and Analysis of Material Events and/or Uncertainties known to Management
Revenue levels meet or exceed $5.0 million per year
This minimum requirement challenge remains difficult to achieve. The partial spin–off of the semiconductors
business and the Company’s ventures into other fields, the renewable energy among them, will contribute to a
great extent in enabling Management to grow the business, initially up to these minimal levels.
Timely and efficient fund raising for New Products
Funding the production of the Company’s products is critical for the future growth potential of the Company.
17
Key Performance Indicators
The top 5 key performance indicators for the Company’s business are shown below:
______________________________________________________________________________________
Q2 2011 Q2 2010
______________________________________________________________________________________
Revenue Growth % - in Dollars 39% -9%
Number of new design wins 0 2
New geographic markets entered 0 2
New applications for Music Products 0 0
Selling price reduction - % 0 -3%
_____________________________________________________________________________________
For 2011 and beyond, the Company will intensify its efforts to increase the number of new design wins, new
geographic markets, and new applications.
Revenue growth percentage in units compares the number of units sold one year compared with previous
year.
The number of new design wins is the number of new customer projects going into production that will use
one of the Company’s products in its system. New geographic markets entered means new countries where
the Company has representation and new applications for Company’s products means other than for
networking.
All of the above, taken together, will indicate the health and dynamics of the business.
The last indicator tracks that portion of period-to-period change in average selling price which is due to price
reductions, since this can have an impact on profit.
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations – 2010
The Company revenues for 2010 totaled Php38.16 million, around 3.54% below the level raised in 2009. This
is quite a steady pace from the 2009 figures which dipped due to the collapse of the technology based demand
on a worldwide basis as a result of the global economic crisis.
Gross Profit in 2010, at Php27.3 million or 72% of revenues, is a better outcome compared to 2009, and is a
continued result of the outsourcing and other general Production cost actions taken in 2008 and 2009. The
Company expects that its Gross Profit Margins will continue to improve in 2011.
Expenses in 2010 totaled Php38.3 million, a drop by 30% compared to 2009. In 2011, the Company expects
further semiconductor expense declines as new business opportunities are being explored in the field of
renewable energy. The Other Expenses are due largely to the impairment loss from prepayments.
As a result of the above, the Company had a consolidated Operating Loss in 2010 of Php5.8 million. The loss
relating to the semiconductor business was largely due to the global economic crisis.
18
Other Income and Expense for 2010 was a net other income of Php5.0 million, caused principally by a foreign
exchange gain. The other income recorded in 2009 was to a great extent due to the unneeded reserves held for
potentially non-saleable inventory which, with the Company’s new approach to the market were expected to
be sold.
Net income before tax in 2010 was negative Php6.2 million.
C. BALANCE SHEET TRENDS
Cash increased to Php39.1 million at December 31, 2010, from Php19.7million at December 31, 2009.
Trade and Other receivables increased slightly to Php 21.1 million at December 31, 2010 from Php17.2
million at December 31, 2009.
Inventory on a net basis decreased to Php51.0 million at the end of 2010 from Php54.4 million at the end of
2009.
Available-for-sale investments, reflected at fair value, decreased to Php39.8 million at the end of 2010 from
Php51.6million at the end of 2009.
Intangible assets grew to Php191.2 million in 2010 from Php182.2 million in 2009, reflecting the
development of the “HARRP ” and “FlexHARRP” products.
Total Current Liabilities rose to Php53.1 million at the end of 2010 from Php32.0 million at the end of 2009.
The increase in amount was a result of the recording as part of accrued salaries and benefits account under
accounts payable and accrued expenses the outstanding balance of retirement liability as of 2009 which was
previously classified as non-current liability.
Non-current liability decreased to zero at the end of 2010 from Php18.2 million in 2009 largely due to the
reclassification of the retirement liability recorded in 2009 as current liability in 2010 forming part of accrued
salaries and benefits account under accounts payable and accrued expenses.
Share capital increased to Php308.8 million at the end of 2010 from Php270.0 million in 2009 because of the
issuance in 2010 of the remaining 1.55 billion unissued shares of the Company paid-up at 25% of the
subscribed amount.
Key Performance Indicators
The top 5 key performance indicators for the Company’s business are shown below, along with their relevant
results for 2008, 2009 and 2010.
2010 2009 2008
Revenue Growth % - in units (2%) (42%) (22)%
Number of new design wins 2 2 3
New geographic markets entered 0 0 0
New applications for Company’s products 0 0 0
19
Selling price reduction % overall selling change from prior year (1%) 3% 8%
The Company will continue to try to grow the number of new design wins, new geographic markets, and new
applications for its products, both current and new. These are the "grass roots" actions, which, if successful,
will undoubtedly lead to increasing growth of all aspects of the business.
Revenue growth percentage in units compares the number of units sold one year compared with previous
year.
The number of new design wins is the number of new customer projects going into production that will use
one of the Company’s products in its system. New geographic markets entered means new countries where
the Company has representation and new applications for Company’s products means other than for
networking.
All of the above, taken together, will indicate the health and dynamics of the business.
The last indicator tracks that portion of period-to-period change in average selling price which is due to price
reductions, since this can have an impact on profit.
Key Variable and Other Qualitative Factors
Other than the discussions provided above, there are no other key variable and other qualitative factors which
are deemed material in relation to the following:
(1) Any known trends, events or uncertainties;
(2) Events that will trigger direct or contingent financial obligation that is material to the company including
any default or acceleration of an obligation;
(3) All material off-balance sheet transactions, arrangements, obligations, and other relationships of the
company with unconsolidated entities or other persons created during the reporting period;
(4) Description of any material commitments for capital expenditures, general purpose of such commitments,
expected sources of funds for such expenditures;
(5) Any known trends, events or uncertainties which have material impact on sales;
(6) Any significant elements of income or loss from continuing operations:
(7) Causes for any material changes from period to period of the financial statements which shall include
vertical and horizontal analyses of any material item.
Audit and Audit-Related Fees – 2010/2009
1. The audit fees for the Company’s financial statements charged by external auditor, BDO Alba Romeo
and Co., for its services, in connection with statutory and regulatory filings or engagements for
calendar year 2010, was Php610,000.
2. The audit fees for the Company’s financial statements charged by the external auditor Manabat
Sanagustin & Co. (KPMG) for its services, in connection with statutory and regulatory filings or
engagements for calendar year 2009, was Php610,000.
Tax Fees –2010/2009
The fees paid to the external auditors on tax services on various tax queries were both zero in 2010 and 2009.
All Other Fees – 2010/2009
20
The Company paid Php15,000 in 2009 as fees to the external auditor for the increase in the capital stock.
Audit Committee’s Approval Policies and Procedures for the above services
The Audit Committee had approved the above fees paid to the external auditors for the calendar years 2010
and 2009.
Item 14. Mergers, Consolidations, Acquisitions and Similar matters
Please see Agenda Items 12 and 13.
Item 15. Acquisition or Disposition of Property
Please see Agenda Item 11.
Item 16. Restatement of Accounts
None contemplated at this time
PART V. OTHER MATTERS
Item 17. Action with Respect to Reports
The following reports will be submitted for approval by the stockholders of the Company:
1. The Minutes of the Annual Stockholders’ Meeting held on December 23, 2010
2. Audited Financial Statements for the year ended December 31, 2010.
3. Annual Report for the year ended December 31, 2010.
Approval of the Annual Report and the Audited Financial Statements for the year ended December 31, 2010
constitutes ratification by the stockholders of the Company’s performance for 2010.
Item 18. Matters not required to be submitted
None
Item 19. Amendment of Charter, Bylaws or Other Documents
As discussed under Agenda Item 10.
Item 20. Other Proposed Action
None
Item 21. Voting Procedures
1. All stockholders who will not, are unable, or do not expect to attend the meeting in person are urged
to fill out, date, sign and send the enclosed proxy to the Corporation at 54 National Road, Dampol II-
A, Pulilan, Bulacan not later than October 9 , 2011.
2. The Proxies submitted shall be validated by a Committee of Inspectors (composed of representatives
from the stock and transfer agent RGFS and the Corporation Corporate Secretary) commencing on
21
3. The Stockholder shall direct his/her proxy to vote his/her shares on the agenda items set forth in the
proxy form attached hereto by marking the same with an “X”. Should the stockholder fail to mark the
items, the vote will automatically go in favor of the action. Similarly, if the proxy is not identified,
then the Chairman of the Annual meeting of Stockholders shall vote the proxy.
4. At the actual meeting of the Stockholders, representatives from the stock and transfer agent RGFS,
the Company’s Corporate Secretary and the external auditor will tally and certify the final votes of
shareholders present and by proxy.
Market for Issuer’s Common Equity and Related Stockholders Matters
Securities
As of August 31, 2011, the Company had one class of stock – common, and had 63,876,000,500 shares issued
and outstanding of which 23,267,477,740 shares are listed and traded at the PSE.
There are no sales of unregistered securities within the past three years.
No debt securities are registered or contemplated to register.
No securities subject to redemption or call exist or are planned.
No warrants exist and are outstanding.
Market Information
The Company’s common equity is traded on the Philippine Stock Exchange.
As of August 31, 2011, the Company’s stock price closed at P0.011 per share (with par value of P0.01 per
share).
The following is a summary of the trading prices at the PSE for each of the quarterly periods for 2009, 2010
and 2011.
Ave. Price *2011 *2010 *2009
Quarter High Low High Low High Low
1st 0.072 0.070 0.120 0.100 0.101 0.095
2nd 0.072 0.071 0.100 0.070 0.106 0.098
3rd - - 0.070 0.070 0.123 0.115
4th - - 0.081 0.079 0.125 0.118
*At par value of P0.10 per share.
Holders
Based on the records of the Company’s stock transfer agent, RGFS Registry & Agency Services, Inc. (Stock
Transfer Agent) the Company had 1,058 stockholders as of August 31, 2011*. The top 20 shareholders
reported by the Stock Transfer Agent as of said date were as follows:
22
Shareholder No. of Common Pct.*
Shares
1 PCD Nominee Corp. (Filipino) 21,481,306,240 33.63%
2 Jaime L. Tiu 6,000,000,000 9.39%
3 Southern Field Limited (BVI) 5,000,000,000 7.83%
4 Sunchamp Real Estate and Development Corporation 3,500,000,000 5.48%
5 Ann Loraine Buencamino 3,000,000,000 4.70%
6 James L. Tiu** 3,000,000,000 4.70%
7 Jose Marie E. Fabella 3,000,000,000 4.70%
8 Richard N. Palou 2,800,010,500 4.38%
9 Leonardo S. Gayao 2,800,000,000 4.38%
10 Maria Lorena S. Florendo 2,500,000,000 3.91%
11 Michael Burton 1,905,991,300 2.98%
12 PCD Nominee Corp. (Non-Filipino) 1,355,996,420 2.12%
13 Ma. Theresa L. Alvarez 1,000,000,000 1.57%
14 Eugene B. Macalalag 900,000,000 1.41%
15 Noel Z. Bundalian 800,000,000 1.25%
16 Emmanuel B. Isnit 700,000,000 1.10%
17 Andres N. Borja 500,000,000 0.78%
18 Nora de Lara-Garcia 500,000,000 0.78%
19 Pei Feng Lee 450,000,000 0.70%
20 Guilin Shi (a.k.a. Benito Sy; a.k.a. Sy Kui Lam) 300,000,000 0.47%
Total 61,493,304,460 96.27%
Others 2,382,696,040 3.73%
Total Issued and Outstanding Shares 63,876,000,500 100.00%
*The issuance of a total of 5,500,000,000 common shares on September 9, 2011 will affect the composition of the top 20 stockholders above.
**He owns 9,000,000 additional shares lodged under Tri-State Securities, Inc.
Background of Major Shareholders
PCD Nominee Corporation (PCNC) is a wholly owned subsidiary of the Philippine Central Depository, Inc.
(PCD), a corporation established to improve operations in securities transactions and to provide a fast, safe
and highly efficient system for securities settlement in the Philippines. PCNC acts as trustee-nominee for all
shares lodged in the PCD system, where trades effected on the Philippine Stock Exchange are finally settled
with the PCD.
PCD, now known as Philippine Depository and Trust Corporation, is a private institution established in
March 1995 to improve operations in securities transactions. Regulated by the Securities and Exchange
Commission (SEC), PCD is owned by major capital market players in the Philippines, namely: the Philippine
Stock Exchange, Bankers Association of the Philippines, Financial Executives Institute of the Philippines,
Development Bank of the Philippines, Investment House Association of the Philippines, Social Security
System and Citibank N.A
All PSE-member brokers are Participants of PCD. Other Participants include custodian banks, institutional
investors and other corporations or institutions that are active players in the Philippine equities market.
23
Dividends
No dividends were distributed in 2009, 2010 and to date. There are no restrictions that limit the payment of
dividend of common shares.
Recent Sales of Unregistered or Exempt Securities, Including Recent Issuance of Securities
Constituting an Exempt Transaction
1. On November 25, 2010, the Company issued 1,550,000,000 shares at par value of P.10/share (now
equivalent to 15,500,000,000 shares at par value of P0.01/share due to reduction in par value approved by
the SEC on June 22, 2011), the issuance of which via private placement was approved and ratified by the
stockholders on December 23, 2010. This is an exempt transaction under Section 10.1 (k) of the
Securities Regulation Code (“SRC”).
2. On June 22, 2011, the Company issued 13,876,000,500 shares at par value of P0.01/share pursuant to an
increase in authorized capital stock whereby the subscriptions were paid for in cash and by conversion of
debt into equity and approved by the SEC on June 22, 2011. This is an exempt transaction under Sections
10.1 (i) and 10.1 (b) of the SRC.
3. On September 9, 2011, the Company approved the issuance of 5,500,000,000 authorized but unissued
common shares at par value of P.01. This is an exempt transaction under Section 10.1 (k) of the SRC.
Warrants
No warrants exist and are outstanding.
Debt Securities
No debt securities are registered or contemplated to be registered.
Stock Option
None
Securities Subject to Redemption or Call
No securities subject to redemption or call exist or are planned.
Market Information for Securities Other Than Common Equity
None
Corporate Governance
The Company has adopted the Corporate Governance Self-Rating system to measure its compliance with the
Manual on Corporate Governance. Items that need improvement are being reviewed and discussed for
actions by champions as assigned by the Audit and Compliance Committee (which is composed of a majority
of independent directors, one of which is the Chairperson.). The results of these reviews are documented and
forwarded to the Board for further discussion and if needed, for resolutions.
The performance of the Board and its individual members is being measured and monitored via the Board
Performance Tracking system in which the Compliance Officer regularly reports to the Board. Areas for
improvement are discussed for action during the Board/Committee meetings. Board performance metrics
24
include among others the individual director’s attendance at Board and Committee meetings, availability of
minutes, open/closed action items, etc.
The Board through its Audit and Compliance Committee continuously reviews and follow-up until closure all
action items needed to be in full compliance with the company’s Manual on Corporate Governance and its
related documents and policies. No substantial deviation from the Company’s Manual on Corporate
Governance was recorded and disclosed in January 2011.
Plan to improve the Corporate Governance of the Company:
Continuous training of Directors, Officers and Employees to the various documents on corporate governance
manuals and policies including its revisions.
Undertaking to Provide Financial Reports
The Corporation undertakes to provide each stockholder a copy of its Annual Report on SEC form 17-
A and the Interim 2nd Quarter 2011 FS in SEC Form 17-Q, without charge and upon written request
to the Corporation addressed to:
The Corporate Secretary
Greenergy Holdings Incorporated (formerly MUSX Corporation)
54 National Road, Dampol II-A, Pulilan, Bulacan
c/o Tel. #: (02) 661-6945
Email : LYL@musxcorp.com
Please note that soft copy of the above reports are available on the Philippine Stock Exchange (PSE)
website htpp://www.pse.com.ph under Greenergy Holdings Incorporated (formerly MUSX
Corporation) Information company filings and at the Company website http://www.musxcorp.com.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in
this report is true, complete and correct.
This report is signed in Pulilan, Bulacan on September 16, 2011.
By:
ANTONIO L. TIU
President and CEO
25
GREENERGY HOLDINGS INCORPORATED
(formerly MUSX Corporation)
54 National Road, Dampol II
Pulilan, Bulacan
Tel. No. (02) 661-6945
TO: ALL STOCKHOLDERS
NOTICE is hereby given that the Annual Meeting of the Stockholders of GREENERGY HOLDINGS INCORPORATED (the
“Corporation”, formerly MUSX Corporation) will be held on October 19, 2011 at 2:30 p.m. at 54 National Road, Dampol II-A,
Pulilan, Bulacan, to consider the following items:
A G E N D A:
1. Call to Order;
2. Certification of Notice and Quorum;
3. Reading and Approval of the Minutes of the Annual Meeting of the Stockholders held on December 23, 2010;
4. Adoption of the Audited Financial Statements for the calendar year ended December 31, 2010 as contained in the Annual
Report;
5. Management’s Discussion of the Annual Report for the year 2010;
6. Report on the 2011 Operations and Results to date;
7. To approve and ratify the issuance via private placement of 5,500,000,000 authorized but unissued common shares at par
value of P0.01 per share;
8. To approve and ratify the issuance of 13,876,000,500 common shares at par value of P0.01 on June 22, 2011 pursuant to
the increase in authorized capital stock from P500 Million to P1 Billion which was approved by the stockholders on
December 23, 2010 and by the Securities and Exchange Commission on June 22, 2011;
9. Subject to compliance with the listing requirements of the Philippine Stock Exchange (“PSE”), to cause the listing with
the PSE and to obtain the approval of the majority of the minority shareholders on the waiver of the requirement, if any, to
conduct a rights or a public offering with respect to the following common shares:
a. Issuance of 5,500,000,000 shares at par value of P0.01/share subject of Item 7 hereof;
b. Issuance of 13,876,000,500 shares at par value of P0.01/share subject of Item 8 hereof; and
c. Issuance of 15,500,000,000 shares at par value of P0.01/share issued on November 25, 2010, the issuance of
which was approved and ratified by the stockholders on December 23, 2010
10. To approve the amendment to the Corporation’s Articles of Incorporation for the purpose of increasing the authorized
capital stock from P1 Billion up to an amount to be determined by the Board of Directors (“Board”) not exceeding P2
Billion;
11. To approve and ratify the waiver of the pre-emptive right to subscribe to the issuance of shares by Music Semiconductors
Philippines, Inc. pursuant to the divestment of 61% interest therein as approved by the stockholders on December 23,
2010;
12. To approve and ratify agreement to acquire 51% of Total Waste Management Recovery System and infuse advances up to
P25,000,000.00;
13. To approve and ratify agreement with Tianjin Tianbao Investment and Development Corporation pertaining to the
establishment of a joint venture vehicle for the development, funding and operation of renewable energy projects;
14. To authorize the redistribution, if needed and under such terms and conditions as may be determined by the Board, of the
1,232,522,260 common shares under the Stock Purchase Plan, the issue price of which was previously revised and
approved by the stockholders on December 23, 2010 to par value equivalent to P0.01/share;
15. To approve investment of corporate funds in another corporation or business or through joint venture projects or
partnerships, under such terms and conditions as may be determined by the Board and as may be warranted and allowed
under existing laws, rules and regulations;
16. Ratification and Confirmation of All Acts, Resolutions and Decisions of the Board and Management;
17. Election of Directors;
18. Appointment of BDO Alba Romeo & Co. as External Auditor for calendar year 2011;
19. Other Matters; and
20. Adjournment.
In accordance with the rules of the Philippine Stock Exchange, the close of business on September 28, 2011 has been fixed as
the record date for the determination of the stockholders entitled to notice of such meeting and any adjournment thereof, and to
attend and vote thereat.
All stockholders who will not, are unable, or do not expect to attend the meeting in person are urged to fill out, date, sign and
send the enclosed proxy to the Corporation at 54 National Road, Dampol II-A, Pulilan, Bulacan not later than October 9, 2011.
The Proxies submitted shall be validated by a Committee of Inspectors commencing on October 12, 2011 at the office of the
Corporation’s stock and transfer agent, RGFS Stock Financial Services Ltd. (Philippines) Inc. at Unit 5-B, 8101 Pearl Plaza
Building, Pearl Drive, Brgy. San Antonio, Ortigas Center, Pasig City.
To avoid inconvenience in registering your attendance at the meeting, you or your proxy are requested to bring valid
identification paper(s) containing a photograph and signature, e.g. passport, driver’s license, SSS ID, etc.
Pulilan, Bulacan, September 16, 2011.
By:
ANTONIO L. TIU
President and CEO
PROXY
Annual Meeting of the Stockholders
October 19, 2011
I, the undersigned stockholder of Greenergy Holdings Incorporated (the “Corporation”, formerly MUSX Corporation), do hereby appoint,
name and constitute:
________________________________________
or, in his absence, The Chairman of the Corporation or, in his absence, the Acting Chairman of the Annual Meeting of the Stockholders
As my attorney and proxy, to represent me at the Annual Meeting of the Stockholders of the Corporation scheduled for October 19, 2011 at 54
National Road, Dampol II-A, Pulilan, Bulacan and any adjournment(s) thereof, as fully and to all intents and purposes as I might or could if
present and voting in person, hereby ratifying and confirming any and all action taken on matters which may properly come before such
meeting or adjournment(s) thereof. In particular, I hereby direct my said proxy to vote my shares on the agenda items set forth below as I have
expressly indicated by marking the same with an “X”. With respect to the election of directors, I understand that I may withhold
authority to vote for any nominee by lining through or otherwise striking out the name of the nominee. In the event that I fail to indicate
my vote on the items specified below, I hereby authorize my said proxy to vote in accordance with the recommendation of Management.
Agenda Action
Item Subject For Against Abstain
No.
3 To approve the Minutes of the Annual Meeting of the Stockholders held on 23 December 2010
4 To adopt the 2010 Audited Financial Statements as contained in the Annual Report.
7 To approve and ratify the issuance via private placement of 5,500,000,000 authorized but
unissued common shares at par value of P0.01 per share, to the following:
a. Phillip L. Ong-2,000,000,0000 shares; and
b. Grand Design International Limited-2,500,000,000 shares
c. Jerry Go Yu- 1,000,000,000 shares
8 To approve and ratify the issuance of 13,876,000,500 common shares at par value of P0.01 on
June 22, 2011 pursuant to the increase in authorized capital stock from P500 Million to P1
Billion which was approved by the stockholders on December 23, 2010 and by the Securities
and Exchange Commission on June 22, 2011;
9 Subject to compliance with the listing requirements of the Philippine Stock Exchange (“PSE”),
to cause the listing with the PSE and to obtain the approval of the majority of the minority
shareholders on the waiver of the requirement, if any, to conduct a rights or a public offering
with respect to the following common shares:
a. Issuance of 5,500,000,000 shares at par value of P0.01/share subject of Item 7
hereof;
b. Issuance of 13,876,000,500 shares at par value of P0.01/share subject of Item 8
hereof; and
c. Issuance of 15,500,000,000 shares at par value of P0.01/share issued on November
25, 2010, the issuance of which was approved and ratified by the stockholders on
December 23, 2010
10 To approve the amendment to the Corporation’s Articles of Incorporation for the purpose of
increasing the authorized capital stock from P1 Billion up to an amount to be determined by the
Board of Directors (“Board”) not exceeding P2 Billion;
11 To approve and ratify the waiver of the pre-emptive right to subscribe to the issuance of shares
by Music Semiconductors Philippines, Inc. pursuant to the divestment of 61% interest therein
as approved by the stockholders on December 23, 2010;
12 To approve and ratify agreement to acquire 51% of Total Waste Management Recovery
System and infuse advances up to P25,000,000.00;
13 To approve and ratify agreement with Tianjin Tianbao Investment and Development
Corporation pertaining to the establishment of a joint venture vehicle for the development,
funding and operation of renewable energy projects;
14 To authorize the redistribution, if needed and under such terms and conditions as may be
determined by the Board, of the 1,232,522,260 common shares under the Stock Purchase Plan,
the issue price of which was previously revised and approved by the stockholders on December
23, 2010 to par value equivalent to P0.01/share;
15 To approve investment of corporate funds in another corporation or business or through joint
venture projects or partnerships, under such terms and conditions as may be determined by the
Board and as may be warranted and allowed under existing laws, rules and regulations;
16 Ratification and Confirmation of All Acts, Resolutions and Decisions of the Board and
Management;
To elect the following to the Board:
17 Antonio L. Tiu
John Aloysius Bernas
Helen O. Tong
Mark Kenneth O. Duca
George Y. Uy
Martin C. Subido
Lyra Gracia Y. Lipae-Fabella
Leonor Breones*
Benjamin P. Lim*
* Independent Director
18 To appoint BDO Alba Romeo & Co. as External Auditor for 2011
OTHER MATTERS
19 Other matters Proxy’s Discretion Abstain
Signed this ______________________________________ at __________________________________.
______________________________ _______________________________________
Printed Name of Stockholder Signature of Stockholder or Authorized Signatory
[N.B. Partnerships, Corporations and Associations must attached certified resolutions thereof designating Proxy/Representative and Authorized
Signatories]
