Republic of the Philippines

REGIONAL TRIAL COURT

Branch 56, Makati City

In re: Petition for rehabilitation

Dragon Sisters’ Food Corporation,
Petitioner,

Civil Case No. 14344

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PETITION

PETITIONER, by counsel and to this Honorable Court, respectfully alleges that:

1. Petitioner is a corporation duly organized and existing under and by virtue of the
Philippines, with principal offices at No. 20 Rockwell Drive, Rockwell Center, Makati City,
where it may be served with legal processes.
2. Petitioner is engaged in restaurant and fast food services, with branches and franchises
operating in Metro Manila.
3. Sometime in February 2016, petitioner suffered financial losses due to a sudden drop on
sales and stock prices as a consequence of the illegal acts of two of the main stockholders.
Said acts where unknown and undisclosed to other innocent stockholders who wish to
continue the current restaurant and fast food business, such that the remaining
stockholders had to infuse additional capital of PhP10, 000,000.00 to keep the company
a going concern.
4. The petitioner corporation has enough properties consisting of buildings and lands in
various cities in Metro Manila, where the stores and the main office where located,
starting the second quarter of 2016 the company has suffered liquidity problems, such
that it had to retrench 50 salesgirls. Such liquidity problems has persisted that it finds
difficulties in paying on time the salaries of its employees and other maturing obligations.
5. As of May 2017, petitioner’s financial records show that its properties approximately
valued at PhP80, 000,000.00 and obligations of PhP70, 000,000.00, which are mostly
maturing and petitioners would be unable to pay them when they become due as it still
suffered liquidity problems because its properties, mostly lands and buildings could not
be immediately sold for cash to settle the maturing obligations.
6. No pending actions or proceedings against the petitioner is known to the debtor.
7. The list of petitioner’s creditors is as follows, opposite of which is their claims against
petitioner.
Marianne Macarilay PhP 20,000,000.00
Nadine Agustin PhP 20,000,000.00
Jessica Lim PhP 10,000,000.00
Codei Buendia PhP 10,000,000.00
Beau Masiglat PhP 10,000,000.00
8. Some of the creditors have threatened to sue petitioner for collection of money owed to
them.
9. Petitioner submits that it can still be rehabilitated by suspending payment of all its
obligations, during the period of rehabilitation, and by the present stockholders
increasing their capital contributions to at least PhP50, 000,000.00 and inviting outside
capital investment, which plan has been approved by the board of directors and
authorized its President Jamie Bond, to file the petition for rehabilitation. The
stockholders likewise approved the rehabilitation of the corporation and have adopted,
in their special stockholders’ meeting held on February 14, 2017, the rehabilitation plan.
Copies of the board resolution and the stockholders’ resolution, approving said plan, are
attached hereto as Annexes “A” and “B”, respectively.
10. A rehabilitation plan has been prepared in detail by experts and by the officers of the
petitioner, showing how the corporation may be rehabilitated and how such
rehabilitation will benefit the creditors, employees and stockholders, and when profit
may be earned and creditors would be paid their claims, which rehabilitation plan is
attached hereto as Annex “C”.
11. In addition, attached hereto, in support of the petition, are the following:
a. An audited financial statement of the debtor at the end of its last fiscal year;
b. Interim financial statements as of the end of the month prior to the filing of the
petition;
c. Schedule of Debts and Liabilities which lists all the creditors of the debtor
indicating the name and address of each creditor, the amount of each claim as to
principal, interest, or penalties due as of the date of filing, the nature of the claim,
and any pledge, lien, mortgage judgment, or other security given for the payment
thereof;
d. An Inventory of Assets which list with reasonable specificity all the assets of the
debtor, stating the nature of each asset, the location and condition thereof, the
book value or market value of the assets, and attaching the corresponding
certificate of title therefor in case of real property, or the evidence of title or
ownership in case of movable property, the encumbrances, liens or claims
thereon, if any, and the identifies and addresses of the lienholders and claimants.
The Inventory includes a Schedule of Accounts Receivable which must indicate the
amount of each, the persons from whom due, the date of maturity, and the degree
of collectability categorizing them as highly collectible to remotely collectible;
e. A Schedule of Payments and disposition of assets which the debtor have effected
within three (3) months immediately preceding the filing of the petition;
f. A Schedule of the Cash Flow of the debtor for three (3) months immediately
preceding the filing of the petition, and a detailed schedule of the projected cash
flow for the succeeding three (3) months;
g. A Statement of Possible Claims by or against the debtor which contain a brief
statement of the facts which might give rise to the claim and an estimate of the
probable amount thereof;
h. An Affidavit of General Financial Condition
 i. Three (3) nominees for the position of Rehabilitation Receiver as well as their
qualifications and addresses, including, their telephone numbers, fax number and
e-mail address;
j. A Certificate attesting, under oath, that the (a) filing of the petition has been duly
authorized; and (b) the directors and stockholders have irrevocably approved
and/or consented to, in accordance with existing laws, all actions or matters
necessary and desirable to rehabilitate the debtor including, but not limited to,
amendments to the articles of incorporation and by-laws or articles of
partnership; increase or decrease in the authorized capital stock; issuance of
bonded indebtedness; alienation, transfer, or encumbrance of assets of the
debtor; and modification of shareholders' rights.

WHEREFORE, petition prays that after due notice and hearing:

1. The rehabilitation plan, a copy of which is attached hereto as Annex “C”, be
approved;
2. And such other reliefs as are provided in the Interim Rules of Procedure on
Corporate Rehabilitation.

City of Makati, Philippines May 2, 2017.

ATTY. JUAN DE LA CRUZ

Counsel for Petitioner
Unit 123, XYZ Building, Ayala Avenue, Makati
IBP No. 12345678; 01/01/10- Manila
PTR No. 123456; 01/01/10- Manila
Roll No. 12345; 02/02/02
MCLE No I- 01234; 09/25/09
MCLE No II- 00234; 09/25/09
 VERIFICATION

I, Jamie Bond, President of Dragon Sisters’ Food Corporation, do solemnly swear that the
petitioner has been duly authorized to file the petition and that the stockholders and board of
directors have approved and/or consented to, in accordance with law, all actions or matters
necessary or desirable to rehabilitate the debtor. There is no petition for insolvency filed with
any other body, court, or tribunal affecting the petitioner. The Inventory of Assets and the
Schedule of Debts and Liabilities contains a full, correct, and true description of all debts and
liabilities and of all goods, effects, estate, and property of whatever kind or class belonging to
petitioner. The Inventory also contains a full, correct, and true statement of all debts owing or
due to petitioner, or to any person or persons in trust for petitioner and of all securities and
contracts whereby any money may hereafter become due or payable to petitioner or by or
through which any benefit or advantage may accrue to petitioner. The petition contains a concise
statement of the facts giving rise, or which might give rise, to any cause of action in favor of
petitioner. Petitioner has no land, money, stock, expectancy, or property of any kind, except
those set forth in the Inventory of Assets. Petitioner has, in no instance, created or acknowledged
a debt for a greater sum than the true and correct amount. Petitioner, its officers, directors, and
stockholders have not, directly or indirectly, concealed, fraudulently sold or otherwise
fraudulently disposed of, any part of petitioner's real or personal property, estate, effects, or
rights of action, and petitioner, its officers, directors, and stockholders have not in any way
compounded with any of its creditors in order to give preference to such creditors, or to receive
or to accept any profit or advantage therefrom, or to defraud or deceive in any manner any
creditor to whom petitioner is indebted. Petitioner, its officers, directors, and stockholders have
been acting in good faith and with due diligence.

Executed this 2nd day of May 2017 at Makati City, Philippines

(Sgd.) JAMIE BOND

President

SUBSCRIBED AND SWORN to before me, this _____________, by _____________ who exhibited
to me (his/her) Passport No. _____________ issued at _____________ on _____________.
Notary Public Doc. No. ______;
Page No. ______;
Book No. ______;
Series of ______;