Asiabest Group International Inc. (ABG)


Corporate History and Description of Business

Asiabest Group International Inc. (ABG) (formerly AGP Industrial Corporation) was registered as an investment holdings corporation with the Securities and Exchange Commission on October 23, 1970 and was listed in the Philippine Stock Exchange (then Makati Stock Exchange) on July 10, 1979. ABG became the holding company for Atlantic Gulf and Pacific Company of Manila, Incorporated (AG&P), one of the largest diversified engineering and general construction firms in the Philippines in the 1980's.

In 1999, the Securities and Exchange Commission (SEC) issued an order temporarily suspending payment of obligations of the Company's major shareholder Trans-Phils Investment Corp. (TPIC). Thereafter, internal difficulties arose between the Company's majority and minority shareholders mainly on questions involving the validity of contracts and agreements entered into by the Company with TPIC.

In 2003, the Securities and Exchange Commission issued an order revoking the effectivity of ABG's Registration of Securities and Permit to Sell Securities for its failure to submit some reportorial requirements. TPIC, ABG's former major stockholder, was undergoing temporary relief from payment of its obligations. To address this financial difficulty, as early as 2003, the Company's Board of Directors explored the possibility of looking for an investor who will provide a new business direction for ABG, infuse fresh capital and finance its commercial activities. Thus, the appropriate board resolutions were passed and approved by the stockholders in 2003 as follows:

Together with the Board of Directors of ABG, minority shareholders took the initiative of reviving the Company's status as a listed company.They assessed and identified investment opportunities and weighed various options geared towards finding a new investor.In 2008, through HDI Securities, Inc., a group of investors pooled together a fund to invest in the Company.Initial investments of Fifteen Million Pesos (15,000,000.00) provided the Company with funds needed to pay off regulatory and statutory penalties that accumulated during its period of non-operations.

To carry out the plan to revive and re-instate ABG, on August 4, 2008, the Board of Directors approved the Company's quasi-reorganization plan and approved the subscription by investors to 45 million shares at One Peso (1.00) per share for a total investment of 45 million.

On October 28, 2008, the Stockholders, representing 75% of the issued and outstanding shares of the Company, approved and ratified the following:

In the said meeting of October 28, 2008, stockholders representing 75% of the issued and outstanding shares of the Company, approved and ratified the plan of the Company to issue subscriptions to its investors.Stockholders representing the majority of the minority likewise approved the same.

The quasi-reorganization and equity restructuring of the Company were approved by the Securities and Exchange Commission (SEC) on May 3, 2011. The capital increase was undertaken using the Fifteen Million Pesos (P 15,000,000.00) deposit for future subscriptions as partial payment for subscriptions to Forty Five Million (45,000,000) Shares at One Peso (P1.00) per share. After approval of the capital increase, the Company's issued and outstanding shares was increased to Sixty two million one hundred seventy thousand two hundred ninety three (62,170,293). The corresponding Subscription Agreements with the investors were executed by the Company on May 16, 2011 and the remaining balances were received by the Company on June 23, 2011.

On June 17, 2011, the Board of Directors approved the sale and issuance, via private placement, of 136,678,651 shares of the Company at 1 par value a share to various investors.

On June 22, 2011, the Philippine Stock Exchange (PSE) lifted the trading suspension of the Company due its full compliance with the Exchange's requirements, submission of structured reports and payment of the Company's obligations.

On March 26, 2012, the Securities and Exchange Commission (SEC) approved the amendment of the Corporation's Articles of Incorporation and By-Laws specifically the change in the name of the Company from AGP Industrial Corporation to AsiaBest Group International, Inc.

Subsidiaries

On June 17 2011, the Board of Directors also approved the creation of several subsidiaries via investment in various corporations where the Company will own 100% of the outstanding capital stock of the said subsidiaries. The subsidiaries were all incorporated in anticipation of the projects that will be infused into the Group upon its re-organization. The real estate subsidiary of the Group may be used to acquire the Sunplaza office condominium units currently owned by Sunplaza Development Corporation based on disclosures made by the Company. The mining companies will be the vehicles for possible future acquisition of rights or interests in mining projects.

Subsidiaries Nature of Business Date of Incorporation Percentage of Ownership
Alta Minera Inc. Mining 2 September 2011 100
Breccia Resources Inc. Mining 23 September 2011 100
Millionaire's Offices and Properties Inc. Mining 5 September 2011 100

Disclosures

Annual Corporate Governance Report for year 2012