13. As of December 31, 2021 the aggregate market value of the voting stock held by non-affiliates of the CompanyisequivalenttoTwoHundredSixtySixMillionThreeHundredSeventyThousandSixHundred EightyFourPesosand16/100.(P266,375,684.16)or132,525,216sharesatP2.01/share.
a. 2021and2020FinancialStatementswithManagement Responsibility
b. Supplementaryinformationanddisclosuresrequiredon SRCRule68and68.1asamended
c. SustainabilityReport
d. ReportsonSECForm17-C(CurrentReport)
DescriptionofBusiness
PARTI-BUSINESSANDGENERALINFORMATION
Item1-BusinessDevelopment
Seafront Resources Corporation(the“Company”) wasregisteredwiththeSecuritiesandExchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amendeditsArticlesofIncorporationwhichprovidesfortherevisionofitsprimarypurposefromengaginginthe business of oil explorationandproductionintoaholdingcompanyandtoincludeoilexplorationandproduction businessasoneofitssecondarypurposes.
The Company’s shares of stock were listed on May 7, 1974 and are currently traded at the Philippine Stock Exchange.
The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.
The Company maintains a portfolio of investments in stocks traded in the Philippine Stock Exchange and investmentinGovernmentSecurities.ThesefinancialassetsatFVTPLarecarriedatfairvalueasfollows:
OnJanuary31,1997,theCompanyenteredintoaProjectShareholders’Agreementwithfiveothercompaniesled by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500to600hectaresofrawlandinHermosa,Bataanintoanewtownshipconsistingofindustrialestates,residential communities,agolfandcountryclubandacommercialcenter.
The fair value of investment in HEDC is determined using the adjusted net asset method wherein the assets of HEDCconsistingmainlyofparcelsoflandareadjustedfromcosttoitsfairvalue.Thevaluationoftheparcelsof land was performed bya Securities and Exchange Commission- accreditedindependent valuer as at December 31,2021and2020.ThismeasurementfallsunderLevel3inthefairvaluehierarchy.
TheCompanyhasitsinvestmentsinstocks(asdiscussedinthe“BusinessoftheIssuer”)asitsprincipalproduct. TotalrevenueasofDecember31,2021amountedtoP32.675million,bulkofwhichisfromthedividendincome from the investment in HEDC. Other than discussed, the Company has no principal product which contributes 10%ormoretosalesorrevenues. Nogovernmentapprovalisneededforitsprincipalproduct.
The Company itself has no competitor because it is a holding company. Its major investment, HEDC has competitorssuchasClarkDevelopmentCorporation,SubicGatewayParkandothernearbyindustrialzones.
Noamount ofmoneywasspent fordevelopment activitiesforthelast three fiscal years. TheCompanydoesnot intend to acquire additional properties in the next twelve (12) months. However, the Company can sustain its needforoperatingexpensesintheordinarycourseofbusiness.
Totalnumberofemployees
The Company has no employees; PERC provides administrative, accounting and compliance services to the Company. TheCompanydoesnotanticipateanyspecialundertakingthatwouldwarranthiringsomepeoplefor regularemployment.
RiskFactors
Political,EconomicandLegalRisksinthePhilippines
The Philippines has, from time to time, experienced military instability, mass demonstrations, and similar occurrences, which have led to political instability. The country has also experienced periods of slow growth, high inflation and significant depreciation of the Peso. The regional economic crisis which started in 1997 negatively affected the Philippine economy resulting in the decline of the Peso, higher interest rate, increased unemployment, greater volatilityandlower value ofthe stockmarket, lower credit ratingof the countryandthe reductionofthecountry’sforeigncurrencyreserves. Therehasalsobeengrowingconcernsabouttheunrestrained
There is no assurance that the political environment in the Philippines will be stable and that current or future governmentswilladopteconomicpoliciesconducivetosustainedeconomicgrowth.
The general political situation in and the state of the economy of the Philippines may influence the growth and profitabilityoftheCompany. Anyfuturepoliticaloreconomicinstabilityinthesecountriesmayhaveanegative effectonthefinancialresultsoftheCompany.
EquityPartnershipRisk
TheCompanyenteredintoa Project Shareholder’sAgreementwithfive other companies led byInvestment and CapitalCorporationofthePhilippinesandPentaCapitalInvestmentCorporationtodevelop500-600hectaresof rawlandinHermosa,Bataan.Intoatownshipconsistingofindustrialestates,residentialcommunities,agolfand countryclubandacommercialcenter.Thissituationmayinvolvespecialrisksassociatedwiththepossibilitythat the equity partner (i) may have economic or business interests or goals that are inconsistent with those of the Company; (ii) take actions contrary to the interests of the Company; (iii) be unable or unwilling to fulfill its obligationsundertheProject Shareholder’sAgreement; or(iv)experiencefinancial difficulties. These conflicts may adversely affect the Company’s operations. To date, the Company has not experienced any significant problemswithrespecttoitsequitypartners.
TheCompany’sfinancialinstrumentscomprisecashandcashequivalents,receivables,financialassets,accounts payable and accruedexpenses andsubscriptions payable. The main purpose of these financial instruments isto fund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managing these risks.
LiquidityriskistheriskthattheCompanyisunabletomeetitsfinancialobligationwhendue. TheCompanyhas substantial investmentsinshares of stockwhichare notlistedinthePhilippineStockExchange and maynot be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company. InvestmentsinunquotedequitysecuritiesclassifiedasfinancialassetsatFVOCIamountedtoP404.38 millionandP440.75million,asofDecember31,2021and2020,respectively.
Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changesinmarketprices. Thevalueofafinancialinstrumentmaychangeasaresultofchangesininterestrates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s marketriskemanatesfromitsholdingsindebtandequitysecurities.
TheCompanycloselymonitorstheprices of itsdebtandequitysecuritiesaswellasmacroeconomicandentityspecific factors which could directlyor indirectly affect the prices of these instruments. In case of an expected declineinitsportfolioofequitysecurities,theCompanyreadilydisposesortradesthesecuritiesforreplacement withmoreviableandlessriskyinvestments.
TheCompanycloselymonitorstheprices of itsdebtandequitysecuritiesaswellasmacroeconomicandentityspecific factors which could directlyor indirectly affect the prices of these instruments. In case of an expected declineinitsportfolioofequitysecurities,theCompanyreadilydisposesortradesthesecuritiesforreplacement withmoreviableandlessriskyinvestments.
Suchinvestmentsecuritiesare subjecttoprice riskduetochangesinmarket values of instrumentsarisingeither from factors specific to individual instruments or their issuers, or factors affecting all instruments traded in the market.
InterestRateRisk
The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s moneymarketplacementsanddebtsecurities.
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the otherpartytoincurafinancialloss.Withrespecttocreditriskarisingfromcashandcashequivalents,receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputablecounterparties.
For cash and cash equivalents, the Company applies the low credit risk simplification where the Company measures the ECLs on a 12-month basis based on the probability of default and loss given default which are publicly available. The Company also evaluates the credit rating of the bank and other financial institutions to determinewhetherthedebtinstrumenthassignificantlyincreasedincreditriskandtoestimateECLs.
The primary objective of the Company’scapital managementistoensurethatitmaintainsa strongcredit rating andhealthycapitalratiosinordertosupportitsbusinessandmaximizeshareholders'value.
The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholdersorissuenewshares.
The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Companyincludeswithintotaldebtthefollowing:accountspayable,accruedexpensesandsubscriptionspayable. Totalequityincludescapitalstock,netunrealizedgains(losses)onfinancialassetsatFVOCIandretainedearnings (deficit).
Aside from the investments in Financial Assets discussed above, the Company owns two parking lot slots in Tektite TowerinOrtigas City. This propertyisaccountedas investment propertyof the Company. In2013,the Companyfullydepreciated the investment. Fair value of this investment is estimated at ₱800,000 - ₱1,000,000 perslot.
1. None of the holders of the Company’s common shares registered under the name of PCD owns more than 5% of the Company’scommonshares.
2. ThecorporateactsofPMMICarecarriedoutbyitsBoardofDirectorsandManagement.Ms.HelenY.Deeisthecurrent Chairman of the Company.
3. The corporate acts of Alsons Consolidated Resources Inc. are carried out by its Board of Directors. Mr. Nicasio I. Alcantaraisthe currentChairmanandPresidentoftheCompany.
4. CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts between China Banking Corporation as Trustee. The CorporateactsofCBCarecarriedoutbyitsBoardofDirectorsand Management. Mr.WilliamC. Whangisthecurrent CBC Presidentand COO.
InaccordancewiththeCorporationCodeofthePhilippines,theCompanyintendstodeclaredividends (either in cash or stock or both) in the future. Shareholders of the Companyare entitled to receive a proportionate share in cash dividends that may be declared bythe Board of Directors out of surplus profitsderivedfromtheCompany’soperations. Thesamerightexistswithrespecttoastockdividend, thedeclarationofwhichissubjecttotheapprovalofstockholdersrepresentingatleasttwo-thirds(2/3) of the outstanding shares entitled to vote. The amount of dividend will depend on the Company’s profitsanditscapitalexpenditureandinvestmentrequirementsattherelevanttime.
The Company did not declare any cash or stock dividends in the last two (2) fiscal years 2021 and 2020.
Total assets amounted to P573.623 million and P584.095 million as of December 31, 2021 and December 31, 2020,respectively.
The Company’s cash and cash equivalents amounted to P100.293 million and P77.118 million as of December 31,2021and2020,respectively.The30.05%netincreasewasduetocashdividendsreceivedduringtheyear,net ofpaymentofworkingcapitalrequirements.
Financial assets at fair value through profit or loss amounted to P36.112 million from P38.399 million as of December 31, 2021 and as of December 31, 2020, respectively. The 5.96% net decrease is due to decline in marketvaluesofinvestmentsinstockstradedatPSE.
The 6.62% net decline in Receivables mainlypertains toreceipt of dividends, interest income and other income duringtheperiod.
Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted toP1.278 million and P1.175 million as of December 31, 2021 and 2020, respectively. The 8.78% net increase in this accountmainlyrepresentsadditionalinputtaxesrecordedduringtheperiod.
Financial Assets at fair value through other comprehensive income (FVOCI) account as of December 31, 2021 amounted to P435.610 million as compared with December 31, 2020 of P467.050 million. The net decrease pertainstothedownwardadjustment oftherevaluationoftheinvestmentinHEDC(please refertoNote8ofthe 2021AFS).
The Company recognized Deferred tax liability amounting to P45.649 million and P51.104 million as of December 31, 2021 and 2020, respectively. The decrease is due to the adjustment in the set-up of tax liability
associated with the decline in the revaluation of the investment in HEDC, more particularly, the related 15% capitalgainstaxshouldtherebeanysaleofHEDCshares.
DividendincomeamountedtoP31.710millionandP34.029millionasofDecember31,2021andDecember31, 2020,respectively. Bulk of thisamountspertainstocashdividendfrom HEDC. Decline for theperiodismainly duetolowerdividendsfromHEDC.
Other income as of December 31, 2021 and 2020pertainsto- accountingservices rendered bythe Companyto HEDCandrentalincome.
Lower net unrealized losses in the changes in market values (of investment in stocks at FVTPL) from P6.889 millionlastyeartoP2.287millionthisyearismainlyduetoslightrecoveryoftheinvestmentsinstockstradedat thePSE.
Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 30% regular tax because most of its income are from unrealized market changes of investments and passive income subject to final tax. The declinefrom last year’s provision is mainlydue tothe changeintheMCITratefrom2%to1%.
Financial assets at fair value through profit or loss amounted to P38.399 million and P45.288 million as of December 31, 2020 and as of December 31, 2019, respectively. The 15.21% net decrease is due to decline in marketvaluesofinvestmentsinstockstradedatPSE.
Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted toP1.175 million and P1.069 million as of December 31, 2020 and 2019, respectively. The 9.97% net increase in this accountmainlyrepresentsadditionalinputtaxesrecordedduringtheperiod.
Financial Assets at fair value through other comprehensive income account as of December 31, 2020amounted toP467.050millionascomparedwithDecember31,2019of P540.410million.Thenet decrease pertainstothe downwardadjustmentoftherevaluationoftheinvestmentinHEDC(pleaserefertoNote8ofthe2020AFS).
AccountspayableandaccruedexpensesamountedtoP0.802millionandP0.583millionasofDecember31,2020 and December 31, 2019, respectively. The 37.71% net increase in this account is due to accrual of professional feesandotherexpensesduringtheperiod.
TheCompanypostedaNetincomeofP26.498millionorP0.1626earningspershareasofDecember31,2020as comparedwithP32.422millionorP0.1989earningspershareinDecember31,2019.Thedownturninthebottomline figure is mainlydue to the negative movements of the market values of the investments in stocks traded in thePSE.
The changes in market values (of investment in stocks at FVTPL) amounted to net loss of P6.889 million as of December31,2020ascomparedtonetgainofP0.438millionasofDecember31,2019.Thedownturnismainly duetothenegativemovementsofthemarketvaluesoftheinvestmentsinstockstradedinthePSE,resultingfrom theslumpofthemarketduetotheCOVID19pandemic.
Interest income amounted to P0.667 million and P0.416 as of December 31, 2020 and December 31, 2019, respectively.TheincreaseisattributedtohigherinterestsfromMoneyMarketPlacementduringthe year.
Other income as of December 31, 2020 and 2019pertainsto- accountingservices rendered bythe Companyto HEDCandrentalincome.
General and administrative expenses amounted to P1.637 million and P2.216 million as of December 31, 2020 and December 31, 2019, respectively. The decline mainly pertains to lower expenses attributed to the travel restrictionsbroughtaboutbytheCOVID19pandemic.
Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 30% regular tax because most of its income are from unrealized market changes of investmentsandpassiveincomesubjecttofinaltax.
Total assets amounted to P630.211 million and P485.126 million as of December 31, 2019 and December 31, 2018,respectively.Theincreaseismainlyduetothefairvaluere-measurementoftheinvestmentinHEDCshares basedoncurrentmarket valuation(ofthelandheldforsaleofHEDC).
TheCompany’scashandcashequivalentsamountedtoP43.037millionandP10.402millionasofDecember31, 2019 and 2018, respectively. The 313.72% net increase was due to proceeds from cash dividend income from HEDC.
Financial assets at fair value through profit or loss amounted to P45.288 million and P44.851 million as of December 31, 2019andasofDecember31, 2018,respectively. Theminimal change of0.98%isdue tomarket valuemovementsinthemarketvaluesofinvestmentsinstocktradedatPSE.
Receivables account as of December 31, 2019 amounted to P0.407 million compared to P12.538 million as of December 31, 2018. The decrease mainly pertainstocollection of HEDCscash dividend declaration on August 2018;payableonJanuary2019.
Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted toP1.069 millionandP0.982 millionas of December 31, 2019and2018,respectively. The8.85% net increase pertainsto additionalinputtaxesincurredduringtheperiod.
Financial Assets at fair value through other comprehensive income account as of December 31, 2019amounted toP540.410millionascomparedtoDecember31,2018ofP416.353million.Thenetincreasepertainstoupward adjustmentoftherevaluationoftheinvestmentinHEDC.
AccountspayableandaccruedexpensesamountedtoP0.583millionandP0.655millionasofDecember31,2019 and December 31, 2018, respectively. The 11.03% net decrease in this account is due to lower accrual of professionalfeesandotherexpensesduringtheperiod.
The Company posted a net income of P32.422 million or P0.20 earnings per share in December 31, 2019 as comparedtonet loss of P6.857millionas of December31, 2018.Theupturn of the bottom-linefigure ismainly due to the positive movements of the market values of the investments in stocks traded in the PSE and higher dividendincome.
Interest income amounted to P0.416 million and P0.118 as of December 31, 2019 and December 31, 2018, respectively.TheincreaseisattributedtohigherinterestsfromMoneyMarketPlacementduringthe year.
Other income as of December 31, 2019 and 2018 pertains to recurring service income for accounting services renderedbytheCompanytoHEDCandrentalincome.
The changes in market values (of investment in stocks at FVTPL) amounted to net gain of P0.438 million and net loss of P17.994 million as of December 31, 2019 and 2018, respectively. The upturn is mainly due to the regainofthemarketvaluesoftheinvestmentsinstockstradedinthePSE.
General and administrative expenses amounted to P2.216 million and P2.217 million as of December 31, 2019 andDecember31,2018,respectively.
Provision for income tax pertains to the Minimum Corporate Income Tax (MCIT) set-up. The Company set-up MCIT rather than the 30% regular tax because most of its income are from unrealized market changes of investmentsandpassiveincomesubjecttofinaltax.
Except for items discussed above, there are no more changes in the financial statements that will reach the materialitythresholdof5%.
The Philippine economy is still affected byeconomic crisis, resulting in fluctuating foreign exchange rates and increase stockmarket uncertainties. Uncertaintiesremainas towhetherthecountrywill continueto be affected by regional trends in the coming months. The financial statements do not include any adjustments that might resultfromtheseuncertainties. Relatedeffectswillbereportedinthefinancialstatements,astheybecomeknown andestimable.
KeyPerformanceIndicators(KPI)
PleaserefertoFinancialSoundnessIndicators
PlanofOperations
A. InvestmentinAFSnottradedinthemarket(InvestmentinHEDC)
As of December 31, 2021 the Company holds 11.3% interest in its investment in Hermosa Development Corporation(HEDC).
The Management of HEDC is taking all efforts to sell its saleable property, proceeds of which will be used to financethedevelopmentoftheundevelopedportionsoftheproperty.Portionsoftheproceedswerealsodeclared asdividendstoitsstockholders.
B. InvestmentinFinancialAssetsatFVTPLandFVOCItradedinthemarket
TheCompanywill continue tocloselymonitor the pricesofitssecuritiesaswellasthose specific factorswhich could directlyor indirectlyaffect the prices of these instruments. Because such investments are subject to price riskduetochangesinmarketvalues,anexpecteddeclineintheportfoliowill prompttheCompanytodisposeor tradethesecuritiesforreplacementwithmoreviableandlessriskyinvestmentsinthefuture.
Aside from the Company’s investments stated above, there are no other researches or development plans, and purchaseorsale ofsignificant equipmentthattheCompanyexpectsperform.
Liquiditymanagement
TheCompanyhassubstantialinvestmentsinsharesofstockwhicharenotlistedinthePhilippineStockExchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirementsoftheCompany. InvestmentinunquotedsecuritiesincludedinfinancialassetsatFVOCIamounted toP404.381millionandP440.75millionasofDecember31,2021and2020,respectively.
Managementofliquidityrequiresaflowandstockperspective. Constraintsuchaspoliticalenvironment,taxation, foreign exchange, interest rates and other environmental factors can impose significant restrictions on firms in managementoftheirfinancialliquidity.
The 2021 AFS of the Company are incorporated herein byreference. The schedules listed in the accompanying indextoSupplementarySchedulesarefiledaspartofthisForm17-A.
The external auditor of the Corporation is the auditing firm SyCip Gorres Velayo & Co. (SGV). The same accounting firm has been endorsed by the Audit Committee to the Board. The Board, in turn, approved the endorsement andwill nominatethereappointment of the saidauditingfirmfor the stockholders’approvalatthe scheduledannualstockholders’meeting. The saidauditingfirmhasacceptedtheCompany’s invitationtostand forre-electionthisyear.
Audit services of SGV for the calendar year ended December 31, 2021 are the examination of the financial statementsoftheCompany,reviewofincometaxreturnsandotherservicesrelatedtofilingofreportsmadewith theSecuritiesandExchangeCommissionandBureauofInternalRevenue.
The company is compliant with the Rotation requirement of its external auditor’s certifying partner as required under SRC Rule 68(3)(b) (1V). A two year coolingoff periodshall be observed inthe re-engagement of same signingpartnerorindividualauditor.
Disagreements with Accountants on Accounting and Financial Disclosures
The Audit Committee approved the above fees based on the services rendered and the amount paid from the previousyear’saudit.
It is the policy of the company that all audit findings are presented to its Audit Committee which reviews and make recommendations to the Board on actions to be taken thereon. The Board of Directors of the Company passes uponandapprovesthe Audit Committee’s recommendations. The members of the Audit Committee are asfollows:
Seafront’s Board of Directors is composed of nine (9) members elected by and from among the Company’s stockholders. TheBoardisresponsibleforprovidingoverallmanagementanddirectiontotheCompany. Board meetings are held on a quarterly basis or as often as required to discuss the Company’s operations, business strategy, policies and other corporate matters. A brief background of each member of the Company’s Board of Directorsisprovidedbelow:
Mr.RobertoJoseL.Castillo,68,Filipino,ispresentlythePresident&CEOofEEICorporation,an87-yearold company that provides construction services in the Philippines, the Middle East, South Pacific and Africa. Mr. Castillo also oversees EEI subsidiaries namely: Equipment Engineers, EEI Construction and Marine, Inc., EEI Power Corporation, Al Rushaid Petroleum Investment Company in Saudi Arabia, EEI Realty Corporation and Gulf Asia International Corporation. EEI is a member of the Yuchengco Group of Companies. He is also a Director of the following: PetroWind Energy, Inc., PetroGreen Energy Corporation, PetroSolar Corporation, Brightnote Assets Corporation, Hermosa Ecozone Development Corporation, Kubota-Kasui Philippines Corporation, SQ Resources, Inc., SN Resources, Inc., Somerset Hospitality Holdings Philippines, Inc., Ascott HospitalityHoldings Philippines, Inc.and TongHsingElectronicsPhilippines, Inc. He is alsoChairman of the AdvisoryBoard,CarmelrayIndustrialCorporationandChairmanCJCCorporation.
Educational Background: Master’s degree in Business Administration, Wharton Graduate School of the University of Pennsylvania, Bachelor of Science in Commerce, University of Santo Tomas, Bachelor of Arts, UniversityofSantoTomas. Professional Qualification: CertifiedPublicAccountant(CPA)
Ms. Milagros V. Reyes, 80, Filipino, is presently the Chairman/President of PetroGreen Energy Corporation, Chairmanof MaibararaGeothermal,Inc.She isalsothePresidentofPetroEnergyResourcesCorporation, anoil exploration and development company She is also a Director of Ipeople, Inc., Director/Treasurer of Hermosa Ecozone & Development Corporation. She was formerlya Director/Consultant ofPNOC-EC anda Senior Vice PresidentofBasicPetroleumandMinerals,Inc.
Educational Background: Bachelor of Science in Geology and Physical Sciences (Double Degree) from the University of the Philippines. She pursued various technical trainings from the National Iranian Oil Co., UniversityofIllinoisandAjmanFieldsinU.A.E.
Mr. Basil L. Ong, 69, Filipino, Independent Director. He is presently Director of Transnational Diversified Group, Inc., AdventureInternationalTours, Inc. (Philippine representative of American Express, Inc.), Nike StadiumStoresandKidzStationStores)andWordtextSystems,Inc.(WSI)andW.S.PacificPublications,Inc.
Educational Background: Mr.Ong,receivedhisBachelor’sDegreeinManagementfromtheAteneodeManila University and he completed his post graduate, the Program for Management Development, at the Harvard BusinessSchool.
Mr. RaulM.Leopando, 70, Filipino, He is the Chairman of RCBC Securities, Inc., President and Director of InvestmentHousesAssociationofthePhils.(IHAP),ConsultantofRCBCCapitalCorporation,Director,Bankard, Inc. He is also formerly Chairman of the Board and Nominee of Philippine Stock Exchange, Inc and formerly PresidentandCEOofRCBCCapitalCorporation.
Ms. Yvonne S. Yuchengco, 68, Filipino, is the Chairperson/President/Director of Phil. Integrated Advertising Agency, Inc., Royal Commons, Inc., Y Realty Corporation, Y Tower II Office Condominium Corporation, YuchengcoMuseum,Inc.,YuchengcoTowerOfficeCond.Corporation,ChairpersonofXYZAssetsCorporation, Director/President of AltoPacificCorporation, RCBCLand,Inc.,MicoEquities,Inc.SheisDirector/Treasurer of Honda Cars Kaloocan, Inc., Malayan High School of Science, Inc., Mona Lisa Development Corporation, PetroEnergyResourcesCorporation,WaterDragon,Inc.,DirectorTreasurer/CFOofPanMalayanMgm’t.&Inv’t. Corp., Director/Vice Chairperson of Malayan Insurance Co., Inc., Director/Vice President/Treasurer of Pan Managers, Inc., Trustee/Chairperson of The MalayanPlaza Condominium Owners Association, Inc., Trustee of AYFoundation,Inc,MapuaInstituteofTechnology,Inc.,Phil-AsiaAssistanceFoundation,Inc.,Sheisamember of Advisory Committee of Rizal Banking Corporation, Director/Corporate Secretary of MPC Investment Corporation. SheisalsoamemberoftheBoardofDirectorsof thefollowingcompanies:AnnabelleY.Holdings & Management Corporation, Asia-Pac Reinsurance Co., Ltd., A.T.Yuchengco, Inc. DS Realty, Inc., Enrique T. Yuchengco, Inc., GPL Holdings, Inc., House of Investment, Inc., HYDee Management and Resource Corp., iPeople,inc.,LaFunerariaPaz,Inc.-Sucat,LuisitaIndustrialParkCorp.,MalayanCollegeLaguna,Inc.,Malayan Colleges,Inc., MalayanHighSchool ofScience, Inc., MalayanInternational Insurance Corp., Manila Memorial Park Cemetery, Inc., National Reinsurance Corporation of the Philippines, Pan Malayan Express, Inc., Pan MalayanRealtyCorporation,ShayamalaCorporationandYGCCorporateServices,Inc,YuchengcoCenter,Inc. Educational Background: BachelorofArtsinInterdisciplinaryStudiesfromtheAteneoDeManilaUniversity.
Mr. Nicasio I. Alcantara, 79, Filipino, He is presently the Chairman and President of Alsons Consolidated Resources, Inc., ACR Mining Corporation, Alsons Development and Investment Corporation, Sarangani AgriculturalCompany, Inc., Conal Holdings Corporation, Alsons Thermal Energy Corporation, Alto Power Management Corporationandother subsidiariesunderthe AlcantaraGroup. HeistheChairmanoftheBoard of SITE Group International, Ltd. Mr. Alcantara serves as the Chairman of both the Corporate Governance Committee and Related Party Transactions Committee of BDO Private Bank, Inc. and a member of the Bank’s AuditCommittee.HeistheViceChairmanofAvainaDevelopmentCorporation.HeisaDirectorofThePhilodrill Corporation, Enderun Colleges, Inc., Sagittarius Mines, Inc. and Phoenixs Petroleum Philippines, Inc. Prior to this, Mr. Alcantara held the position of Chairman and President in various corporation, namely, Petron Corporation, Iligan Cement Corporation, Alsons Cement Cement Corporation, Northern Mindanao Power Corporation and Refratories Corporation of the Philippines. He was also the Chairman of Alsons Prime Investments Corporation until recently and served as Director of Bank One Savings, Bancasia Capital Corporation,CAlcantara&Sons,Inc.andAlsonsCorporation.
Educational Background: Bachelor of Science in Business Administration from the Ateneo de Manila University,Master’sinBusinessAdministrationfromSta.ClaraUniversity,California,USA.
Mr. Victor V. Benavidez, 70, Filipino, He is the Nominee of Alakor Securities Corporation, Director of Boulevard Holdings, Inc. Formerly: General Manager of Alakor Securities, Inc, Director, Mariwasa Siam Holdings, Anglo Philippines Holdings Corporation, VP and Director Mabuhay Holdings Corporation and TagaytayProperties & Holdings Corporation, Columnist, The DailyGlobe, Investment Research Consultant of JamesCapel,Manager/CorplanofBancoFilipinoandManager/InvestmentResearchofAnselmoTrinidad&Co.
Mr.MedelT.Nera, 66,Filipino, isa Director ofHouse ofInvestments,Inc.from2011topresent.Heisalsoa DirectorofiPeopleinc.,EEICorp.,NationalReinsuranceCorporationandGenerikaGroup.Hispastexperiences include: President & CEO of House of Investments, Inc.; President of Honda Cars Kalookan, Inc., Director andPresidentofRCBCRealtyCorp.;ChairmanoftheBoardofGreyhoundsSecurity&InvestigationAgency Corp., ZamboangaIndustrialFinanceCorporation,EEIRealtyCorp.,Hi-EisaiPharmaceuticalsInc.,Investments Manager Inc., Landev Corp., Malayan Colleges Laguna, Inc., Manila Memorial Park Cemetery Inc., YGC CorporateServices,DirectorandChairmanofRiskCommitteeofRizalCommercialBankingCorp.;Director andTreasurer ofCRIBSFoundation,Inc., andSeniorPartner atSycipGorresVelayo&Co.
Educational Background: Master in Business Administration from Stern School of Business, New York University, USA and Bachelor of Science in Commerce from Far Eastern University, Philippines, International Management Program from Manchester Business School, UK, Pacific Rim Program from University of Washington,USA.
Atty. Ernestine Carmen Jo Villareal-Fernando, 60, Filipino, is the Director of various corporation such as: Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, Jose E. Desiderio, Inc., FuegoyHielo, Inc.SeniorPartner,PlatonMartinezFloresSanPedroLeanoFernandoPanagsaganBantilanLaw Office. Independent Director of RCBC Securities, Inc., RCBC Forex Brokers Corporation and RP Land DevelopmentCorporation,President-TrusteeDeltaLambdaSigmaAlumniAssn.
Educational Background: Bachelor of Laws from the University of the Philippines, A.B. Economics-College Scholar,Dean’sMedalfromtheUniversityofthePhilippines,CertificateinMathandComputerProgrammingat MichiganStateUniversity,ComputerCenter.
Atty.SamuelV.Torres, 57, Filipino, isthe Gen. Counsel/Corporate Secretaryof AY Foundation, AltoPacific Company, Inc. (Formerly: The Pacific Fund, Inc.), Bankers Assurance Corp., FBIA Insurance Agency, Inc., Bluehounds Security & Invt. Agency,Enrique T. Yuchengco, Inc., First Nationwide Assurance Corp., GPL Holdings,Inc.GPLCebuTowerOfficeCond.Corp.,GPLHoldings,Inc.,Grepaland,Inc.,GrepaRealityHolding Corporation, Hexagon Integrated Financial & Insurance Agency, Hi-Eisai Pharmaceutical, Inc., Honda Cars Kalookan, Inc, House of Investments, Inc.,Hexagon Integrated Fin. Ins. Agency, Inc., Hexagon Lounge, Inc., iPeople,Inc.,InvestmentManagers,Inc.,LandevCorporation,LaFunerariaPaz-Sucat,Inc.,MalayanHighSchool of Science, Inc., Malayan Insurance Co., Inc., Mico Equities, Inc., Malayan Colleges, Inc., Malayan Colleges Laguna,Inc.,MalayanSecuritiesCorporation,MapuaInformationTechnologyCenter,Inc., MJ888Corporation, MonaLisaDevelopmentCorporation, PanMalayanManagement&InvestmentCorporation,PanMalayanRealty Corporation, Pan Malayan Express, Inc., Pan Pacific Computer Center, Inc., People eServe Corporation, PetroEnergy Resources Corporation, Philippine Integrated Advertising Agency, Inc., Royal Commons, Inc.,RCBCForexCorporation, RCBCRealtyCorporation, RCBC Land,RCBCSecurities,Inc.,RCBCBankard Services Corporation, RCBC Securities, Inc., RP Land Development Corporation, Seafront Resources
Corporation, Sun Life Grepa Financial, Inc., Yuchengco Museum, YGC Corporate Services, Inc., Y Realty Corporation,YTowerIIOfficeCondominiumCorp.,YuchengcoTowerOfficeCondominiumCorp.andXamdu Motors,Inc.
Atty. Keel Achernar R. Dinoy, 36, Filipino, is the Corporate Secretary of Maibarara Geothermal, Inc.; Compliance Officer/Alternate of PERC, PetroGreen Energy Corporation and PetroSolar Corporation. Educational Background: HetookhisBachelor ofLawsdegreefromtheUniversityofSantoTomasSchool of Law.
Ms. Vanessa G. Peralta, 36, Filipino, is PetroEnergy Resources Corporation’s current AVP for Corporate CommunicationandChiefInformationOfficerandDataPrivacyOfficer.
Educational Background: She took Bachelor of Science in Development Communication from the University ifthePhilippines
SignificantEmployees
OtherthantheaforementionedDirectorsandExecutiveOfficersidentifiedintheitemonDirectorsandExecutive Officersin thisreport, there are no otheremployees of the Companywho mayhave significant influence in the Company’smajorand/orstrategicplanninganddecision-making.
The Corporation values its human resources. It expects each employee to do his share in achieving the Corporation’ssetgoals.
The Directors of the Company are elected at the annual stockholders’ meeting to hold office until the next succeedingannualmeetinganduntiltheirrespectivesuccessorshavebeenelectedandqualified.
Officers are appointed or elected annually by the Board of Directors at its first meeting following the Annual MeetingofStockholders,eachtoholdofficeuntilthenextannualstockholders’meetingoruntilasuccessorshall havebeenelected,appointedorshallhavequalified.
FamilyRelationship
TherearenofamilyrelationshipsknowntotheCompany.
InvolvementinCertainLegalProceedings
For thepastfive (5) years,none oftheDirectorsor ExecutiveOfficerswasinvolvednorhasanysuch officer or director has been involved in any legal cases under the Insolvency Law or the Philippine Revised Penal Code eitherasdefendantoraccused,norhasanysuchofficerordirectorbeenthesubjectofanycourtorder,judgment or decree barring, suspending or otherwise limiting him from engaging in the practice of any type of business includingthoseconnectedwithsecuritiestrading,investments,insuranceorbankingactivities.
2. ThecorporateactsofPMMICare carried out by its BoardofDirectorsandManagement.Mrs.HelenY.DeeistheChairman ofPMMIC.
3. The Corporate acts ofAlsons Cons. Res., Inc.are carried out byits Board of Directors. Mr. Tomas I. Alcantara is the current presidentoftheCompany.
4. CBCT/A-SSC#0010andT/A-SSC#0011areTrustAccountswithChinaBankingCorporationas Trustee. TheCorporateacts of CBC are carried outby its Board of Directors and Management. Mr. WilliamC. Whangis the current CBC President and COO. *PCD totalsharesincludeFilipino andNon-Filipino.
NameofBeneficialOwner NameandPosition AmountandNature of Beneficial Ownership Citizenships PercentofClass
Common RobertoJoseL.Castillo ChairmanoftheBoard 1“Direct” Filipino -
Common MilagrosV.Reyes PresidentandDirector 1 “Direct” Filipino -
Common BasilL.Ong IndependentDirector 1 “Direct” Filipino -
Common YvonneS.Yuchengco Director 1“Direct” Filipino -
Common NicasioI.Alcantara IndependentDirector 425“Direct” 2,834“Indirect” Filipino -
Common MedelT.Nera Director
1“Direct” Filipino -
Common ErnestineCarmenJoD.Villareal-Fernando IndependentDirector 1“Direct” Filipino -
Common RaulM.Leopando Director 661“Indirect” Filipino -
Common VictorV.Benavidez Director 1,000 “Direct” Filipino -
Common SamuelV.Torres CorporateSecretary - Filipino -
Common KeelAchernarR.Dinoy Asst.CorporateSecretary - FilipinoTotal 4,926shares 0.003%
As of December 31, 2021, the Company’s directors and executive officers owned an aggregate of 4,926 shares equivalent to 0.003% of the Company’s outstandingshares. None of the members of the Company’s directors andmanagementownsmorethan2%ormoreoftheoutstandingcapitalstockoftheCompany.
Voting Trust Holders of 5% or more-The Company is not aware of any voting trust or similar arrangement amongpersonsholdingmorethan5%ofaclassofshares.
ChangesinControl- There had been no change in the control of the Companysince the beginning of the last fiscalyear. TheCompanyhasnoexistingvotingtrustorchangeincontrolagreements.
a. Adjustments made that lead to the revenue recognition but which adjustmentscannotbeproperlysupported.
b. Changesinestimateswithoutproperdisclosurewhichhavetheimpactof improvingresultsofoperations.
c. Non-Application or misapplication of accounting principles and standards,misstatements,omissions,etc.
d. Other cases involving accounting and auditing matters resulting to possible concealment of a fraud or the creation of a risk for the commission offraud.
The President acts as the Principal Operating Officer and Principal Executive Officer; and the Treasurer as the Principal FinancialOfficeroftheCompany.
Ma. Theresa A. Calate
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NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.
INDEPENDENT AUDITOR’S REPORT
The Board of Directors and Stockholders
Seafront Resources Corporation
7th Floor, JMT Building, ADB Avenue
Ortigas Center, Pasig City
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Seafront Resources Corporation (the Company), which comprise the statements of financial position as at December 31, 2021 and 2020, and the statements of comprehensive income, statements of changes in equity and statements of cash flows for each of the three years in the period ended December 31, 2021, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2021 and 2020, and its financial performance and its cash flows for each of the three years in the period ended December 31, 2021 in accordance with Philippine Financial Reporting Standards (PFRSs).
Basis for Opinion
We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics) together with the ethical requirements that are relevant to our audit of the financial statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial statements.
Valuation of unquoted equity securities
The Company has an investment in the unquoted equity security of Hermosa Ecozone Development Corporation (HEDC) classified as financial assets at fair value through other comprehensive income which is carried at the estimated fair value of P=404.38 million as of December 31, 2021 representing 70.50% of its total assets. This matter is significant to our audit because estimating the fair value of an unquoted equity instrument is inherently subjective as it involves the application of significant judgment in selecting the valuation technique and in using valuation inputs that are not observable in the market. The assumptions include comparative sales price of substitute properties and cost to develop the parcels of land of HEDC by reference to historical and market data on comparable properties as determined by the Company’s external appraiser.
The Company’s disclosures about its unquoted equity investment in HEDC are included in Note 8 to the financial statements.
Audit response
We involved our internal specialist in the review of the scope, bases, and methodology assumptions used in the valuation and results of the work by the Company’s external appraiser. We reviewed the Company’s disclosures on the sensitivity of the fair value measurement to changes in unobservable inputs. We also considered the competence, capabilities and objectivity of management’s external appraiser who prepared the valuation estimates.
Other Information
Management is responsible for the other information. The other information comprises the information included in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2021, but does not include the financial statements and our auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report for the year ended December 31, 2021 are expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audits of the financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audits, or otherwise appears to be materially misstated.
3 -
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with PSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with PSAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on the Supplementary Information Required Under Revenue Regulations No. 15-2010
The supplementary information required under Revenue Regulations No. 15-2010 for purposes of filing with the Bureau of Internal Revenue is presented by the management of Seafront Resources Corporation in a separate schedule. Revenue Regulations No. 15-2010 requires the information to be presented in the notes to financial statements. Such information is not a required part of the basic financial statements. The information is also not required by the Revised Securities Regulation Code Rule 68. Our opinion on the basic financial statements is not affected by the presentation of the information in a separate schedule.
The engagement partner on the audit resulting in this independent auditor’s report is Ana Lea C. Bergado.
SYCIP GORRES VELAYO & CO.
Ana Lea C. Bergado Partner
CPA Certificate No. 80470
Tax Identification No. 102-082-670
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 0660-AR-4 (Group A)
October 22, 2019, valid until October 21, 2022
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-063-2020, November 27, 2020, valid until November 26, 2023
PTR No. 8853473, January 3, 2022, Makati City
April 12, 2022
SEAFRONT RESOURCES CORPORATION
STATEMENTS OF FINANCIAL POSITION
ASSETS
Current Assets
Cash and cash equivalents (Notes 6, 7, 8 and 14)
(Notes 8, 9 and 14)
Financial assets at fair value through profit or loss (FVTPL) (Notes 8 and 14)
Financial assets at fair value through other comprehensive income (FVOCI) (Notes 8 and 14)
LIABILITIES AND EQUITY
Current Liability Accounts
and accrued expenses (Notes 13 and 14)
Equity
Capital stock - P =1 par value (Note 15)
Authorized - 388,000,000 shares Issued and outstanding - 163,000,000 shares
Net unrealized gains on financial assets at FVOCI (Notes 8 and 15)
(Note 15)
See accompanying Notes to Financial Statements.
SEAFRONT RESOURCES CORPORATION
STATEMENTS OF COMPREHENSIVE INCOME
REVENUES
income (Note 9)
(Note 6)
8)
EXPENSES AND CHARGES General and administrative expenses (Note 11)
Net loss on fair value changes on financial assets at FVTPL (Note 8)
COMPREHENSIVE INCOME (LOSS)
Item not to be reclassified to profit or loss in subsequent periods:
Net unrealized gains (losses) on financial assets at FVOCI - net of tax (Notes 8 and 14):
shares:
Unquoted shares-changes in adjusted net asset of HEDC arising from: Increase in value of remaining
See accompanying Notes to Financial Statements.
SEAFRONT RESOURCES CORPORATION
STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED…….
See accompanying Notes to Financial Statements.
SEAFRONT RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
loss (gain) on fair value changes on financial assets at FVTPL (Note 8)
(Note 9)
(Note 6)
CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at FVOCI (Note 8)
(Note
AND CASH EQUIVALENTS AT END OF YEAR (Note 6)
See accompanying Notes to Financial Statements.
SEAFRONT RESOURCES CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. Corporate Information
Seafront Resources Corporation (the Company or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amended its Articles of Incorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company and to include oil exploration and production business as one of its secondary purposes. The Company’s shares of stock were listed on May 7, 1974 and are currently traded at the Philippine Stock Exchange.
The registered office address of the Company is 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.
The accompanying financial statements were approved and authorized for issue by the Board of Directors (BOD) on April 12, 2022.
2. Basis of Preparation
Basis of Preparation
The accompanying financial statements of the Company have been prepared under the historical cost basis, except for the financial assets at fair value through profit or loss (FVTPL) and financial assets at fair value through other comprehensive income (FVOCI), which havebeen measured at fair value. The Company’s financial statements are presented in Philippine Peso (P=), which is also the Company’s functional and presentation currency.
The Company has investment in trust funds. The transactions and balances of the Company’s trust funds (see Note 7) are consolidated on a line by line basis with the Company. The trust fund reports are prepared for the same reporting year as the Company, using consistent accounting policies in accordance with Philippine Financial Reporting Standards (PFRSs).
Statement of Compliance
The financial statements of the Company have been prepared in accordance with PFRSs. The term PFRSs, in general, include all applicable PFRSs, Philippine Accounting Standards (PASs) and Interpretations issued by the Standing Interpretations Committee, the Philippine Interpretations Committee (PIC) and the International Financial Reporting Interpretations Committee (IFRIC), which have been approved by the Philippine Financial Reporting Standards Council (FRSC) and adopted by the Philippine SEC.
3. Changes in Accounting Policies and Disclosures
The accounting policies adopted are consistent with those of the previous financial year, except that the Company adopted the following new standards effective in 2021. The adoption of these new standards did not have an impact on the financial statements of the Company.
Amendment to PFRS 16, COVID-19-related Rent Concessions beyond June 30, 2021
Amendments to PFRS 9, PAS 39, PFRS 7 and PFRS 16, Interest Rate Benchmark ReformPhase 2
Standards Issued but not yet Effective
Pronouncements issued but not yet effective are listed below. The Company does not expect that the future adoption of the said pronouncements will have a significant impact on its financial statements. The Company intends to adopt the following pronouncements when they become effective.
Effective beginning on or after January 1, 2022
Amendments to PFRS 3, Reference to the Conceptual Framework
Amendments to PAS 16, Plant and Equipment: Proceeds before Intended Use
Amendments to PAS 37, Onerous Contracts - Costs of Fulfilling a Contract
Annual Improvements to PFRSs 2018-2020 Cycle
• Amendments to PFRS 1, First-time Adoption of Philippines Financial Reporting Standards, Subsidiary as a first-time adopter
• Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for derecognition of financial liabilities
• Amendments to PAS 41, Agriculture, Taxation in fair value measurements
Effective beginning on or after January 1, 2023
Amendments to PAS 12, Deferred Tax related to Assets and Liabilities arising from a Single Transaction
Amendments to PAS 8, Definition of Accounting Estimates
Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies
Effective beginning on or after January 1, 2024
Amendments to PAS 1, Classification of Liabilities as Current or Non-current
Effective beginning on or after January 1, 2025
PFRS 17, Insurance Contracts
Deferred effectivity
Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
4. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash with original maturities of three (3) months or less and that are subject to an insignificant risk of changes in value.
Financial Instruments
Initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets - Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost; FVOCI; and FVTPL.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s business model for managing them. The Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flow that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
Financial assets at amortized cost (debt instruments)
Financial assets at FVOCI with recycling of cumulative gains and losses (debt instruments)
Financial assets designated at FVOCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
Financial assets at FVTPL
Financial assets at amortized cost (debt instruments)
The Company measures financial assets at amortized cost if both of the following conditions are met:
The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows; and
The contractual terms of the financial asset give rise onspecified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortized cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired.
The Company’s financial assets at amortized cost includes cash and cash equivalents and receivables.
Financial assets at FVTPL
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedginginstruments. Financial assetswith cash flowsthatare not solelypaymentsofprincipal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortized cost or at fair
value through OCI, as described above, debt instruments may be designated as at FVTPL on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
FinancialassetsatFVTPL arecarriedinthestatementoffinancialpositionatfairvaluewithnetchanges in fair value recognized in profit or loss.
This category includes derivative instruments and quoted equity investments which the Company had not irrevocably elected to classify at fair value through OCI. Dividends on quoted equity investments are also recognized as other income in profit or loss when the right of payment has been established.
The Company’s financial assets at FVTPL consists of investments in quoted equity securities held for trading.
Financial assets designated at FVOCI (equity instruments)
Upon initial recognition, the Company can elect to classify irrevocably its equity investments as equity instruments designated at FVOCI when they meet the definition of equity under PAS 32 and are not held for trading. The classification is determined on an instrument-by-instrument basis.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at FVOCI are not subject to impairment assessment.
The Company’s financial assets at FVOCI include quoted and unquoted equity securities and quoted government securities.
Impairment of financial assets
The Company recognizes an allowance for ECLs for all debt instruments not held at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into accountany credit enhancements heldbytheCompany. A financial assetis written off when there is no reasonable expectation of recovering the contractual cash flows.
Financial liabilities - Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at FVTPL
Loans and borrowings
Loans and borrowings
After initial recognition, interest-bearing loansand borrowings are subsequentlymeasured at amortized cost using the EIR method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the EIR amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of comprehensive income.
The Company’s loans and borrowings include accounts payable and accrued expenses, excluding statutory liabilities.
Derecognition of financial assets and financial liabilities
Financial assets
A financial asset (or where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognized when:
the rights to receive cash flows from the asset have expired;
the Company retains the rights to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a “pass-through” arrangement; or
the Company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Company’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged, cancelled or has expired.
Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss.
Offsetting of Financial Instruments
Financial assets and financial liabilities are set off and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or
In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
Capital Stock
Capital stock is measured at par value for all shares issued. Incremental costs incurred directly attributable to the issuance of new shares are shown in equity as a deduction from proceeds, net of tax. When the Company purchases its own capital stock (treasury shares), the consideration paid, including any attributable incremental costs, is deducted from equity until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related tax effects is included in equity.
Retained Earnings
Retained earnings represent accumulated earnings of the Company less dividends declared and with consideration of any changes in accounting policies and other adjustments applied retroactively. The retained earnings of the Company are available for dividends only upon approval and declaration of the BOD.
Earnings Per Share (EPS)
Basic earnings per share are computed on the basis of the weighted average number of shares outstanding duringtheyearaftergiving retroactiveeffect foranystockdividendsdeclaredin thecurrent year.
Diluted earnings per share, if applicable, is computed on the basis of the weighted average number of shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. There are no dilutive potential common shares that would require disclosure of diluted earnings per common share in the financial statements.
Revenue Recognition
Revenue from contracts with customers is recognized when control of the services is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company has concluded that it is the principal in its revenue arrangement since it is the primary obligor in all revenue arrangements, has pricing latitude and is also exposed to credit risk.
Dividend income
Dividend income is recognized when the Company’s right to receive the payment is established, which is generally when the BOD approves the dividend declaration.
Interest income
Interest income is recognized as the interest accrues taking into account the effective yield on the asset.
Service income
The Company recognizes revenue from services over time, using an input method to measure progress towards complete satisfaction of the service, because the customer simultaneously receives and consumes the benefits provided by the Company.
Rental income
Rental income under non-cancellable leases is recognized in the on a straight-line basis over the lease terms, as provided under the terms of the lease contract.
General and Administrative Expenses
Expenses are recorded when incurred. General and administrative expenses constitute costs of administering the business.
Income Tax
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantially enacted by the reporting date.
Deferred tax
Deferred tax is provided on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized for all deductible temporary differences, carryforward of unused tax credits from excess minimum corporate income tax (MCIT) over regular corporate income tax and unused net operating loss carryover (NOLCO), to the extent that it is probable that taxable profit will be available against
which the deductible temporary differences, and the carryforward of unused tax credits from excess MCIT and unexpired NOLCO can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantially enacted at the reporting date.
Provisions and Contingencies
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of apastevent, it is probablethatanoutflowofresources embodying economicbenefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects a provision to be reimbursed,the reimbursement is recognized as aseparate asset but only when the reimbursement is virtually certain. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as an interest expense. Provisions are reviewed at each reportingdate and adjusted to reflect the current best estimate.
Contingent liabilities are not recognized in the financial statements. They are disclosed unless the possibility of an outflow of resources embodying economic benefits is remote. Contingent assets are not recognized in the financial statements but are disclosed when an inflow of economic benefits is probable. Contingent assets are assessed continually to ensure that developments are appropriately reflected in the financial statements. If it has become virtually certain that an inflow of economic benefits will arise, the asset and the related income are recognized in the financial statements.
Events After the Reporting Date
Post year-end events up to the date of auditors’ report that provide additional information about the Company’s situation at the reporting date (adjusting events) are reflected in the financial statements, if any. Post year-end events that are not adjusting events are disclosed in the notes when material.
5. Significant Accounting Judgments, Estimates and Assumptions
The preparation of the accompanying financial statements requires management to make judgments, estimates and assumptions that affect amounts reported in the financial statements and related notes. The judgments, estimates and assumptions used in the financial statements are based upon management’s evaluation of relevant facts and circumstances as of the date of the Company’s financial statements. Actual results could differ from such estimates.
Judgments and estimates are contractually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Judgments
In the process of applying the Company’s accounting policies, management has made the following judgments, apart fromthoseinvolvingestimations, which hasthemost significant effect ontheamounts recognized in the financial statements:
Recognition of deferred tax assets
The Company’s deferred tax assets pertain to the carryforward benefits of NOLCO and excess MCIT over RCIT. Judgmentis required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
The Company did not recognize deferred tax assets amounting to P=2.01 million and P=1.54 million as of December 31, 2021 and 2020, respectively (see Note 12). Management believes that it may not be probable that sufficient taxable income will be available against which the income tax benefits can be realized prior to their expiration.
Estimates and Assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the statements of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Estimation of fair value of unquoted equity securities classified as financial assets at FVOCI
The Company uses its judgment to select the most appropriate valuation methodology to value its unquotedequityinvestmentsandmakeassumptionsthataremainly basedonmarket conditionsexisting at each reporting period. As of December31, 2021 and 2020, theCompany valued the unquoted equity securities classified as financial assets at FVOCI using the adjusted net asset method which is a combination of the market and income approaches. It involves directly measuring the fair value of the assets and liabilities of the investee company, as mainly determined by the Company’s external appraiser. Assets of the investee company consist mainly of parcels of land for sale which is adjusted to its fair value. The fair value adjustments arising from changes in fair value of unquoted equity securities are fully disclosed in Note 8.
6. Cash and Cash Equivalents
in banks (Note 7)
P =2,377,686 Cash equivalents (Note 7) 96,683,227 74,740,043 P=100,292,585 P =77,117,729
Cash in banks earn interest at the prevailing bank deposit rates. Cash equivalents are short-term investments that are made for varying periods of up to three months depending on the immediate cash requirements of the Company and earn interest at the prevailing short-term placement rates.
Interest income earned on cash in banks and cash equivalents amounted to P=0.62 million, P =0.67 million and P =0.42 million in 2021, 2020 and 2019, respectively.
7. Investment in Trust Funds
The Company established trust funds (the Trust) which are being administered by a local bank under two trust agreements. The details of the trust funds based on the financial statements issued by the trustee bank as of December 31 follow:
(Note 6)
(Note 8)
(Note 9)
The assets, liabilities and performance of the fund are consolidated in the applicable accounts of the Company for financial statement presentation purposes.
8. Financial Assets
The Company’s financial assets are summarized by measurement categories as follows:
and cash equivalents (Note 6)
(Note 9)
(Note 7)
(Note 14)
Financial Assets at FVTPL
Details of financial assets at FVTPL consisting of quoted equity securities follow:
The net loss on fair value changes on financial assets at FVTPL amounted to P=2.29 million and P =6.89 million for the years ended December 31, 2021 and 2020, respectively, while the net gain on fair value changes on financial assets at FVTPL amounted to P=0.44 million for the year ended December 31, 2019.
The movements in financial assets at FVTPL for the years ended December 31 follow:
Financial Assets at FVOCI
Financial assets atFVOCIconsistof quoted andunquoted shares ofstockheldforlong-terminvestment purposes and are carried at fair value. The carrying values of these investments are as follows:
Quoted equity securities:
Unquoted equity security: Hermosa Ecozone Development Corporation
The movements in financial assets at FVOCI for the years ended December 31 follow:
Movements in the net unrealized gains on financial assets at FVOCI in equity are as follows:
Investment in HEDC
On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines (ICCP) and Penta Capital Investment Corporation (PCIC) to develop 500 to 600 hectares of raw land in Hermosa, Bataan into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center.
As of December 31, 2018, the Company has outstanding subscriptions payable to HEDC which amounted toP =12.35 million. On January 25, 2019, theCompany has paid upallthe subscriptionpayable to HEDC.
The fair value of investment in HEDC is determined using the adjusted net asset value method wherein the assets of HEDC consisting mainly of parcels of land are adjusted from cost to its fair value.
The valuation of the parcels of land was performed by a SEC-accredited independent valuer as at December 31, 2021 and 2020. This measurement falls under Level 3 in the fair value hierarchy.
Fair value measurement disclosures for the determination of fair value of unquoted equity securities are provided in Note 14.
9. Receivables
10. Other Income
(Note 13)
Service income pertains to accounting services rendered by the Company to HEDC (see Note 13).
Rental income pertains to rentals earned from the two (2) parking slots owned by the Company which are classified as investment property. As of December 31, 2021 and 2020, the cost of the fully depreciated parking slots amounted to P=207,598.
The fair value of the investment property ranges from P=800,000 to P=1,000,000 per slot as of December 31, 2021 and 2020, respectively. This has been determined on the basis of recent sales of similar properties in the same area as the investment property and taking into account the economic conditions prevailing at the time the valuation was made. There are no related costs for the operation of the investment property.
11. General and Administrative Expenses
Plug and abandonment cost pertains to the Company’s share in the plug and abandonment of Service Contract 14 of Tara South Well 1 (the Tara South Well 1). As discussed in Note 1, the Company was registered with SEC in 1970 as an oil exploration and production company. The Company invested in various oil exploration projects, including the Tara South Well 1. The Tara South Well 1 operated, generated revenues and was permanently plugged and abandoned. As stated in the service contract of Tara South Well 1, the Company, being a member of the consortium is liable for its share in its plug and abandonment. In 2021, the Company received the final billing of said share.
Miscellaneous consist of penalties paid, office supplies, bank charges, notarial fees, among others.
12. Income Taxes
a. The current provision for income tax for the years ended December 31, 2021, 2020 and 2019 represents MCIT.
b. As of December 31, 2021 and 2020, the Company did not recognize deferred tax assets on the carryforward benefits of the following NOLCO and excess MCIT over RCIT as management assessed that there will be no future available taxable income against which the deferred tax assets can be utilized prior to their expiration.
The details of unexpired MCIT and NOLCO are as follows:
December 31, 2026 and 2024, for NOLCOandMCIT,respectively
31, 2025 and 2023, for NOLCOandMCIT,respectively
31, 2025 and 2023, for
The Company has incurred NOLCO in taxable year 2021 and 2020 which can be claimed as deduction from the regular taxable income for the next five (5) consecutive taxable years pursuant to the Bayanihan to Recover As One Act.
Rollforward of NOLCO follows:
at beginning of year
Rollforward of MCIT follows:
c. As of December 31, 2021 and 2020, the Company recognized deferred tax liability amounting to P =45.65 million and P=51.10 million, respectively, which pertains to the setup of 15% deferred tax on unrealized gains on unquoted shares of stock classified as financial assets at FVOCI.
d. The reconciliation of the income tax computed at the statutory tax rate to the provision for income tax as shown in the statements of comprehensive income follows:
tax at 25% in 2021 and 30% in 2020 and 2019
(deduct) reconciling items:
13. Related Party Transactions
Related party relationship exists when one party hastheability to control, directly, orindirectly through one or more intermediaries, the other party or exercise significant influence over the other party in making financial and operating decisions. Such relationship also exists between and/or among entities, which are under common control with the reporting enterprises and its key management personnel, directors, or its shareholders. In considering each related party relationship, attention is directed to the substance of the relationship, and not merely the legal form.
The Company in its regular conduct of business has entered into the following transactions with related parties consisting of reimbursement of expenses and management and accounting services agreements.
The Company’s financial statements include the following amounts resulting from transactions with related parties:
* included as part of accounts payable and accrued expenses
* included as part of accounts payable and accrued expenses
The Company has no employee. PERC provides administrative support to the Company. Therefore, no compensation and short-term benefits for key management personnel were charged in profit or loss for the years ended December 31, 2021, 2020 and 2019.
Terms and conditions of transactions with related parties
Outstanding balances at year-end are to be settled in cash. There have been no guarantees provided or received for any related party receivables or payables.
14. Financial Instruments
Categories
and Fair Values of Financial Instruments
The methods and assumptions used by the Company in estimating the fair values of the financial instruments are:
Cash and cash equivalents and receivables
Due to the short-term nature of the instruments, carrying amounts approximate fair values as of the reporting date.
Government securities
Fairvaluesaregenerallybasedonquotedmarket pricesatreportingdate. Thisis underLevel 1category of the fair value hierarchy.
Equity securities
For quoted equity securities, fair values are based on published quoted prices. This is under Level 1 category of the fair value hierarchy.
For unquoted equity securities, fair values are determined using the adjusted net asset value method which involves directly measuring the fair value of the assets and liabilities of the investee company. This measurement falls under Level 3 in the fair value hierarchy.
Accounts payable and accrued expenses
Carrying values approximate fair values due to their short-term nature.
Description of significant unobservable inputs to valuation:
The significant unobservable inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy together with a quantitative sensitivity analysis as at December 31, 2021 and 2020 are shown below:
The appraised value of the land was determined using the market approach which is a valuation technique that uses prices and other relevant information generated by market transactions involving identical or comparable assets. Net adjustment factors arising from external and internal factors (i.e. location, size/shape/terrain, and development) affecting the subject properties as compared to the market listing of comparable properties ranges from -5% to -10%. Significant favorable (unfavorable) adjustments to the aforementioned factors based on the professional judgment of the independent appraisers would increase (decrease) the fair value of land, in return the fair value of the unquoted financial asset.
Financial Risk Management Objectives and Policies
The Company’s financial instruments comprise cash and cash equivalents, receivables, financial assets and accounts payable and accrued expenses. The mainpurpose of these financial instruments is to fund its own operations and capital expenditures. The BOD reviews and approves policies for managing these risks. Also, the Audit Committee of the BOD meets regularly and exercises oversight role in managing these risks.
Financial Risks
The main financial risks arising from the Company’s financial instruments are liquidity risk, market risk and credit risk.
Liquidity risk
Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidityrequirements oftheCompany. Investmentsin unquoted equity securities classified asfinancial assets at FVOCI amounted toP =404.38 million andP =440.75 million as of December 31, 2021 and 2020, respectively (see Note 8).
The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidityrisk. TheCompanymaintainsalevelofcashandcashequivalents deemedsufficientto finance operations and to mitigate the effects of fluctuation in cash flows.
The Company’s accounts payable and accrued expenses are all settled on a monthly basis.
The tables below summarize the maturity profile of the Company’s financial assets and liabilities as of December 31, 2021 and 2020 based on contractual undiscounted payments.
2021
Market risk
Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changes in market prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.
The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement with more viable and less risky investments.
The analysis below is performed for reasonably possible change in the market price of quoted shares classified as financial assets at FVTPL, with all other variables held constant, showing the impact on income before tax:
Increase (decrease) in market price
The table below demonstrates the sensitivity to a reasonably possible change in the market price of quoted shares classified as financial assets at FVOCI, with all other variables held constant, showing the impact on equity:
The percentage of increase and decrease in market price is based on the movement in the Philippine Stock Exchange Index from beginning to end of the year.
Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. With respect to credit risk arising from cash and cash equivalents, receivables, financial assets at FVTPL and financial assets at FVOCI, the Company’s exposure to credit risk is equal to the carrying amount of these instruments. The Company limits its credit risk on these assets by dealing only with reputable counterparties.
For cash and cash equivalents and quoted government securities, the Company applies the low credit risksimplification wheretheCompanymeasurestheECLsona12-monthbasisbasedontheprobability of default and loss given default which are publicly available. The Company also evaluates the credit rating of the bank and other financial institutions to determine whether the debt instrument has significantly increased in credit risk and to estimate ECLs.
The Company considers its cash and cash equivalents and quoted government securities as high grade since these are placed in financial institutions of high credit standing. Accordingly, ECLs relating to these debt instruments rounds to nil.
The Company’s receivables are aged current as of December 31, 2021 and 2020. No receivables are considered credit-impaired.
As of December 31, 2021 and 2020, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.
The table below shows the comparative summary of maximum credit risk exposures on financial instruments as of December 31, 2021 and 2020:
assets at FVTPL:
The following tables show financial instruments recognized at fair value as of December 31, 2021 and 2020, analyzed between those whose fair values are based on:
1. quoted prices in active markets for identical assets or liabilities (Level 1);
2. those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (Level 2); and
3. those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
assets at FVTPL:
assets at FVOCI:
There were no transfers between Level 1 and Level 2 fair value measurements and no transfers into and out of Level 3 fair value measurements in 2021 and 2020.
15. Capital Management
The primary objective of the Company’s capital management is to ensure that it maintains a strong creditrating andhealthy capitalratiosinorderto supportitsbusinessandmaximizeshareholders’value.
The Companymanages its capital structureandmakesadjustmentsto it,in light ofchanges in economic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares.
The Company monitors capital using a debt-to-equity ratio, which is total debt divided by total equity. The Company includes within total debt the following: accounts payable and accrued expenses. Total equity includes capital stock, net unrealized gains on financial assets at FVOCI and retained earnings.
The Company has no externally imposed capital requirements as of December 31, 2021 and 2020.
The table below demonstrates the debt-to-equity ratios of the Company as of December 31, 2021 and 2020:
There were no changes in the objectives, policies or processes for the years ended December 31, 2021 and 2020.
The Company has declarable dividends amounting to P=100.45 million as of December 31, 2021.
The Company’s track record of capital stock is as follows:
Listing date - May 7, 1974 10,000,000,000
Add (deduct):
60%
November 5, 1973
November 27, 1981
October 31, 1990 1:2.400
16. Basic and Diluted Earnings Per Share
The computations of the Company’s basic earnings per share are as follows:
The Company has no potentially dilutive common stock in 2021, 2020 and 2019.
17. Other Matters
In the light of the Government’s decision to declare Code Red Sub-level 2 resulting in national and localized community quarantine effective March 15, 2020, the Company has instituted specific guidelines to mitigate the risks brought by COVID-19 and to ensure business continuity.
SRC, being an investment holding company, is exposed to market risk or loss on future earnings due to volatility in financial instruments due to uncertainties in the capital market. The Company’s market risk emanates from its holdings in debt and equity securities. To address this, the Company closely monitors the prices of its debt and equity securities as well as the macroeconomic and entity-specific factors which could directly or indirectly affect the prices of these instruments.
There are also the risks associated with operations of HEDC, a joint-venture project of SRC and five other companies led by ICCP and PCIC. HEDC is a master planned township consisting of industrial estates, residential communities, and commercial center. COVID-19 may affect the manpower and operating schedules of the locators in the ecozone, which may lead to negative financial impact in their businesses. To mitigate this risk, SRC, together with its partners will work closely with HEDC administration to ensure that the locators have their respective business continuity plans in place.
The Company assures its shareholders that while it fully supports the Government’s actions to combat COVID-19, it will also ensure that the Company’s business operations will remain unhampered.
The Company has recognized the health and business risks posed by the virus to the general public and the need to join the collective effort in mitigating the spread of COVID-19. In the face of this global crisis, the Company remains collected and vigilant as it operates and maintains mitigation efforts to help safeguard the health and safety of its employees. Considering the evolving natureofthis outbreak, the Company is continuously assessing at this time the impact to its financial position, performance and cash flows. TheCompany has taken measures to manage the risks and uncertainties brought about by the outbreak and will continue to monitor the situation.
INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY SCHEDULES
The Board of Directors and Stockholders
Seafront Resources Corporation
7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City
We have audited in accordance with Philippine Standards on Auditing, the financial statements of Seafront Resources Corporation as at December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021, included in this Form 17-A and have issued our report thereon dated April 12, 2022. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedules listed in the Index to Financial Statements and Supplementary Schedules are the responsibility of the Company’s management. These schedules are presented for purposes of complying with the Revised Securities Regulation Code Rule 68 and are not part of the basic financial statements. These schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly state, in all material respects, the information required to be set forth therein in relation to the basic financial statements taken as a whole.
SYCIP GORRES VELAYO & CO.
Ana Lea C. Bergado Partner
CPA Certificate No. 80470
Tax Identification No. 102-082-670
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 0660-AR-4 (Group A)
October 22, 2019, valid until October 21, 2022
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-063-2020, November 27, 2020, valid until November 26, 2023
PTR No. 8853473, January 3, 2022, Makati City
April 12, 2022
SEAFRONT RESOURCES CORPORATION
SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON REVISED SRC RULE NO. 68
DECEMBER 31, 2021
PhilippineSecuritiesandExchangeCommission(SEC)issuedtheRevisedSecuritiesRegulationCodeRule No. 68 (Revised SRCRule No. 68) which consolidates the two separate rules and labeled in the amendment as “Part I” and “Part II”, respectively. It also prescribed the additional information and schedule requirements for issuers of securities to the public.
Below are the additional informationand schedules required by Revised SRCRule No. 68, that are relevant to the Company. This information is presented for pur poses of filing with the SEC and is not required part of the basic financial statements.
Schedule A. Financial Assets
Below is the detailed schedule of the Company’s financial assets as of December 31, 2021:
Name of IssuingEntityandAssociation of Each Issue
at FVTPL
Name of Issuing Entity and Association of Each Issue
Number of Shares or Principal Amount of Bonds and Notes
Amount Shown in the Statement of
Number of Shares or Principal Amount of Bonds and Notes Amount Shown in the
Thefairvalueforfinancialinstruments tradedinactivemarkets atthereportingdateis basedontheirquoted market price without any deduction for transaction costs. For securities in which current bid and asking prices are not available, the price of the most recent transaction provides evidence of the current fair value
as long as there has not been a significant change in economic circumstances since the time of the transaction.
For unquoted financial securities, the most recent sales transaction was used as the basis for determining the fair value as of December 31, 2021.
Schedule B. Amounts Receivable from Directors, Officers, Employees, Related Parties and Principal Stockholders (Other than Related Parties)
The Company has no outstanding receivables from its directors, officers, employees, related parties and principal stockholders as of December 31, 2021.
Schedule C. Amounts Receivable from/Payable to Related Parties which are Eliminated during the Consolidation of Financial Statements
Not applicable.
Schedule D. Long-term Debt
The Company has no outstanding long-term debt as of December 31, 2021.
Schedule E. Indebtedness to Related Parties (Long Term Loans from Related Companies)
The Company has no long-term indebtedness to related parties as of December 31, 2021.
Schedule F. Guarantees of Securities of Other Issuers
The Company does not have guarantees of securities of other issuers as of December 31, 2021.
Schedule G. Capital Stock
SEAFRONT RESOURCES CORPORATION
SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
AS OF DECEMBER 31, 2021 AND 2020
Financial Soundness Indicators
Below are the financial ratios that are relevant to the Company for the years ended December 31, 2021 and 2020:
*Earnings before interest, taxes, depreciation and amortization (EBITDA)
SEAFRONT RESOURCES CORPORATION
RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION
DECEMBER 31, 2021
SEAFRONT RESOURCES CORPORATION
MAP OF RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP
Group Structure
All existing stockholders as of December 31, 2021 neither constitute control nor significant influence over the Company. Also, the Company’s investments neither constitute control nor significant influence.
SEAFRONT RESOURCES CORPORATION
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES
SEC FORM 17-A
FINANCIAL STATEMENTS
Statement of Management’s Responsibility for Financial Statements
Report of Independent Auditors’ Report
Statements of Financial Position as at December 31, 2021 and 2020
Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019
Statements of Changes in Equity for the years ended December 31, 2021, 2020 and 2019
Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Financial Statements
SUPPLEMENTARY SCHEDULES
Report of Independent Auditors’ on Supplementary Schedules
Schedules Required under SRC Rule 68-E
A. Financial Assets
B. Amounts Receivable from Directors,Officers, Employees, RelatedParties, andPrincipalStockholders (Other than Related Parties)
C. Amounts Receivable from Related Parties which are Eliminated during the Consolidation of Financial Statements
D. Long-term Debt
E. Indebtedness to Related Parties
F. Guarantees of Securities of Other Issuers
G. Capital Stock
Additional Components
Schedule of Financial Soundness Indicators
Reconciliation of Retained Earnings Available for Dividend Declaration
Map of Relationship of the Companies within the Group
Annex A to the SEC Form 17-A: SRC Sustainability Report
Contextual Information
Company Details
Name of Organization
Location of Headquarters
Seafront Resources Corporation (SPM or SRC)
7F JMT Bldg. ADB Avenue, Ortigas Center, Pasig City
Location of Operations Pasig City, Metro Manila; Bataan, Philippines
Report Boundary: Legal entities (e.g. subsidiaries) included in this report*
Business Model, including Primary Activities, Brands, Products, and Services
Reporting Period
Highest Ranking Person responsible for this report
Materiality Process
This report mainly covers SRC’s business as a Holding Company and its investment in Hermosa Ecozone Development Corporation (HEDC).
SRC, as a holding company, owns investments in shares of stocks of HEDC and in various shares of stocks of companies listed in the Philippine Stock Exchange. These investments represent 70.49% and 11.74%, respectively, of the total Assets of the Company.
January 1 to December 31, 2021
Milagros V. Reyes - President
Explain how you applied the materiality principle (or the materiality process) in identifying your material topics
As a holding Company, SRC has very minimal operations. Its sustainability focus was to ensure that its investment in capital market and business venture would yield optimum values for its shareholders. For this report, the material topics that were identified were those relating to economic impact and how the Company mitigates risks and recognizes opportunities.
In succeeding Sustainability Reports, the following additional steps will be employed to identify other material topics:
a) Identification – this involves discussion on sustainability issues and how the Company can focus its efforts on crafting its sustainability agenda;
b) Prioritization – this entails determination and prioritization of the material topics based on the relevance and degree of impact to business’ operations; and
c) Validation – this pertains to the process of gathered pertinent data to further deliberate on the topic and validate results.
ECONOMIC
Economic Performance
Direct Economic Value Generated and Distributed
* Direct economic value generated (revenue) and operating costs includes SRC’s revenues and operating costs from its investments in capital markets and in Hermosa Ecozone Development Corporation (HEDC).
Direct Economic Value Discussion on Impact, Risks, and Management Approach
Seafront Resources Corporation (SPM or SRC) was registered with the Securities and Exchange Commission (SEC) on April 16, 1970 as an oil exploration and production company. On October 18, 1996, the Company amended its Articles of Incorporation which provides for the revision of its primary purpose from engaging in the business of oil exploration and production into a holding company.
On January 31, 1997, the Company entered into a Project Shareholders’ Agreement with five other companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500 to 600 hectares of raw land in Hermosa, Bataan (through Hermosa Ecozone Develoment Corporation or HEDC) into a new township consisting of industrial estates, residential communities, a golf and country club and a commercial center. SRC holds 11.3% shares interest in HEDC.
HEDC started its land development in 2002 and has developed a total of 162 hectares in the industrial area The remaining 323 hectares are allocated for leisure area. Initial sale of lot was at Php1,400/sqm in 2007 Sales started to pick up from 2017 to 2020 From 2017 to 2021, HEDC sold a total of 1,002,227 sqm of lots for a gross revenue of Php3.458 billion.
HEDC has already declared and paid a total of Php1.049 billion of dividends, wherein SRC received its share in the amount of Php119 million.
SRC’s management and administration are done by its affiliate Company, PetroEnergy Resources Corporation (PERC). PERC oversees the financial, treasury, legal, and administrative functions of SRC. As a holding company, SRC has very minimal to no environmental and social impact. However, its generated economic value, which include taxes paid to government, indirectly contributes to social development projects of host local government units where it operates.
SRC recognizes the following risks and implements several management approaches to mitigate the identified risks.
(1) Political, Economic, and Legal Risks in the Philippines
As an emerging market, the Philippines is exposed to various political and economic risks that may affect the Company. Over the years, the country was met with political instability brought by mass demonstrations, military coup, and election-related issues. These scenarios undeniably affect the Philippine economy resulting in negative impact such as decline in Peso, higher interest rates , increased unemployment, greater volatility and lower value of stock market, lower credit rating of the country, and
the reduction of the country’s foreign currency reserves. Any negative impact may also pose a negative effect to SRC’s financial performance.
(2) Equity Partnership Risk
The Company entered into a Project Shareholder’s Agreement with five other companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation to develop 500-600 hectares of raw land in Hermosa, Bataan into a township consisting of industrial estates, residential communities, a golf and country club and a commercial center. This situation may involve special risks associated with the possibility that the equity partner (i) may have economic or business interests or goals that are inconsistent with those of the Company; (ii) take actions contrary to the interests of the Company; (iii) be unable or unwilling to fulfill its obligations under the Project Shareholder’s Agreement; or (iv) experience financial difficulties. These conflicts may adversely affect the Company’s operations.
(3) Financial Risk
The main financial risks arising from the Company’s financial instruments are liquidity risk, market risk and interest rate risk
Liquidity risk is the risk that the Company is unable to meet its financial obligation when due. The Company has substantial investments in shares of stock which are not listed in the Philippine Stock Exchange and may not be readily convertible to liquid assets necessary to meet any potential additional liquidity requirements of the Company.
Market risk is the risk of loss on future earnings, on fair values or on future cash flows that may result from changes in market prices. The value of a financial instrument may change as a result of changes in interest rates, foreign currency exchanges rates, commodity prices, equity prices and other market changes. The Company’s market risk emanates from its holdings in debt and equity securities.
The Company’s exposure to market risk for changes in fixed interest rates relates primarily to the Company’s money market placements and debt securities.
(4) Risks due to health crisis or pandemic
Health crisis, such as the COVID-19 pandemic which started in late 2019 has also negatively affected the financial markets. SRC is exposed to this risk because of its investments in HEDC shares of stocks. On the other hand, as Company with limited or very little on-site operations, SRC was also able to perform its corporate function despite many disruptions in many businesses.
To mitigate these risks, SRC closely monitors global and national economic and political issues that may have impact to the Company. In addition, it also establishes and cultivates good relationship and mutual respect among its partners to ensure that equity risk is mitigated.
To manage health-related risks, SRC will ensure unhampered operations by employing business continuity practices and tools.
To manage its financial risks, SRC continuously monitors its cash position and overall liquidity position. The Company maintains a level of cash and cash equivalents deemed sufficient to finance operations and to mitigate the effects of fluctuation in cash flows.
SRC also closely monitors the prices of its debt and equity securities as well as macroeconomic and entity-
specific factors which could directly or indirectly affect the prices of these instruments. In case of an expected decline in its portfolio of equity securities, the Company readily disposes or trades the securities for replacement
Discussion on Opportunities
To further improve the economic value of SRC, the Company recognizes other opportunities in capital market by building up on its reputation as a profitable holding company. SRC also expects to increase its direct and indirect economic impact when HEDC is fully developed and operated.
Climate-related risks and opportunities
As a holding Company, SRC is not directly at risk of climate-related threats. However, the SRC Board of Directors is tasked to primarily manage the overall risks and opportunities by establishing the Board Risk Oversight Committee (BROC).
At present the Company has no formal climate-related risk strategies and metrics. Nonetheless, the Company will consider adopting a formal enterprise risk management program.
Procurement Practices
Proportion of spending on local suppliers
Percentage of procurement budget used for significant locations of operations that is spent on local suppliers
The current operations of SRC does not involve spending on local suppliers.
Anti-corruption
Training on Anti-corruption Policies and Procedures
Percentage of employees to whom the organization’s anticorruption policies and procedures have been communicated to
Percentage of business partners to whom the organization’s anticorruption policies and procedures have been communicated to
Percentage of directors and management that have received anti-corruption training
Percentage of employees that have received anti-corruption training
*SRC has no employees.
Incidents of Corruption
Number of incidents in which directors were removed or disciplined for corruption
Number of incidents in which employees were dismissed or disciplined for corruption
Number of incidents when contracts with business partners were terminated due to incidents of corruption
Anti-Corruption
SRC’s Board of Directors participate in annual seminar on Corporate Governance to be abreast of the best practices in corporate governance. No corruption incidents were reported in 2021.
ENVIRONMENT
Over the years, SRC’s investee, HEDC follows best practices in environmental management and adheres to the highest environmental protection standards. It likewise implements waste reduction and proper disposal protocols to ensure that impact to environment is managed and mitigated. HEDC also encourages and welcomes locators who are into the renewable energy business. In 2016, an all-Filipino solar company, YH Green Energy Company, started to generate electricity from its 14.5 MW utility scale solar power project located in HEDC. This project does not only contribute to power stability in the country, but most importantly help combat GHG emissions.
Resource Management
Energy
within the organization:
Water consumption within the organization
Materials used by the organization
Ecosystems and biodiversity (whether in upland/watershed or coastal/marine)
Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas
N/A
Habitats protected or restored N/A ha
IUCN1 Red List species and national conservation list species with habitats in areas affected by operations N/A
Environmental impact management
Air Emissions
GHG
Direct (Scope 1) GHG Emissions
Energy indirect (Scope 2) GHG Emissions
Emissions of ozone-depleting substances (ODS)
Air pollutants
air pollutants (HAPs)
Solid and Hazardous Wastes
Effluents
Environmental compliance
Non-compliance with Environmental Laws and Regulations
Total amount of monetary fines for non-compliance with environmental laws and/or regulations
No. of non-monetary sanctions for non-compliance with environmental laws and/or regulations
No. of cases resolved through dispute resolution mechanism
SOCIAL
This section is not applicable directly to SRC since the Company has no employees. The data presented in this section pertains to the HEDC’s which SRC owns 11.33% interest.
Employee Management
Employee Hiring and Benefits
Employee data
Ratio of lowest paid employee against minimum wage
Employee benefits
2 Employees are individuals who are in an employment relationship with the organization, according to
3 Attrition are = (no. of new hires – no. of turnover)/(average of total no. of employees of previous year and total no. of employees of current year)
Employee Training and Development
Disclosure
Total training hours provided to employees
a. Female employees 12 hours
b. Male employees 0 hours
Average training hours provided to employees
a. Female employees 12 hours/employee
b. Male employees 0 hours/employee
Labor-Management Relations
Disclosure
% of employees covered with Collective Bargaining Agreements N/A %
Number of consultations conducted with employees concerning employee-related policies N/A #
Diversity and Equal Opportunity Disclosure
% of female workers in the workforce
% of male workers in the workforce
Number of employees from indigenous communities and/or vulnerable sector* N/A #
*Vulnerable sector includes, elderly, persons with disabilities, vulnerable women, refugees, migrants, internally displaced persons, people living with HIV and other diseases, solo parents, and the poor or the base of the pyramid (BOP; Class D and E).
Workplace Conditions, Labor Standards, and Human Rights
Occupational Health and Safety Disclosure
Labor Laws and Human Rights
No. of legal actions or employee grievances involving forced or child labor #
Do you have policies that explicitly disallows violations of labor laws and human rights (e.g. harassment, bullying) in the workplace?
Supply Chain Management
Do you have a supplier accreditation policy? If yes, please attach the policy or link to the policy:
Do you consider the following sustainability topics when accrediting suppliers?
Topic Y/N If Yes, cite reference in the supplier policy
Environmental performance
Relationship with Community
Significant Impacts on Local Communities
Operations with significant (positive or negative) impacts on local communities (exclude CSR projects; this has to be business operations)
Location Vulnerable groups (if applicable)*
Does the particular operation have impacts on indigenous people (Y/N)?
Collective or individual rights that have been identified that or particular concern for the community
Mitigating measures (if negative) or enhancement measures (if positive)
Customer Management
Customer Satisfaction
Disclosure Score Did a third party conduct the customer satisfaction study (Y/N)?
Customer satisfaction N/A
Health and Safety
Disclosure
No. of substantiated complaints on product or service health and safety*
No. of complaints addressed
*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.
Marketing and labelling
Disclosure
No. of substantiated complaints on marketing and labelling* N/A #
No. of complaints addressed #
*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.
Customer privacy
No. of substantiated complaints on customer privacy* 0 #
No. of complaints addressed #
No. of customers, users and account holders whose information is used for secondary purposes #
*Substantiated complaints include complaints from customers that went through the organization’s formal communication channels and grievance mechanisms as well as complaints that were lodged to and acted upon by government agencies.
Data Security
No. of data breaches, including leaks, thefts and losses of data 0 #
UN SUSTAINABLE DEVELOPMENT GOALS
Product or Service Contribution to UN SDGs
Key products and services and its contribution to sustainable development.
Key Products and Services
Investment in stocks and capital market
Societal Value / Contribution to UN SDGs
SRC’s investment in HEDC contributes to SDG 9 by helping companies finance projects that will boost manufacturing industries and infrastructure
Potential Negative Impact of Contribution Management Approach to Negative Impact
Absence of risk management program may consequently result in negative impact to financed businesses and investments
SRC closely monitors the various economic, political, and financial risks that may affect the Company.
* None/Not Applicable is not an acceptable answer. For holding companies, the services and products of its subsidiaries may be disclosed.
ControlNo.:
GENERAL FORM FOR FINANCIAL STATEMENTS NAMEOFCORPORATION:SEAFRONTRESOURCESCORPORATION
A.1.3.2Goods in process (including unfinished goods, growing crops, unfinished seeds)
A.1.3.3Finished goods
A.1.3.4Merchandise/Goods in transit
A.1.4 National Government Public Financial Institutions
A.1.4.1Financial Assets at Fair Value through Profit or Loss - issued by domestic entities (A.1.4.1.1 + A.1.4.1.2 + A.1.4.1.3 + A.1.4.1.4 + A.1.4.1.5)
Financial Assets other than Cash/Receivables/Equity investments (A.1.4.1 + A.1.4.2 + A.1.4.3 + A.1.4.4+A.1.4.5+A.1.4.6) Public Non-Financial Institutions
A.1.4.2
NOTE: Held to Maturity Investments - issued by domestic entities (A.1.4.2.1 + A.1.4.2.2 + A.1.4.2.3 + A.1.4.2.4 + A.1.4.2.5)
ThisgeneralformisapplicabletocompaniesengagedinAgriculture,Fishery,Forestry,Mining,andQuarrying,Manufacturing,Electricity,GasandWater,Construction,WholesaleandRetailTrade, Transportation,StorageandCommunications,HotelsandRestaurants,RealEstate,Community,SocialandPersonalServices,otherformsofproduction,andgeneralbusinessoperations.Thisformisalso applicabletoothercompaniesthatdonothaveindustry-specificSpecialForms.Specialformsshallbeusedbypublicly-heldcompaniesandthoseengagedinnon-bankfinancialintermediationactivities,credit granting, and activities auxiliary to financial intermediation, which require secondary license from SEC.
DomesticcorporationsarethosewhichareincorporatedunderPhilippinelawsorbranches/subsidiariesofforeigncorporationsthatarelicensedtodobusinessinthePhilippineswherethecenterofeconomic interest or activity is within the Philippines. On the other hand, foreign corporations are those that are incorporated abroad, including branches of Philippine corporations operating abroad.
FinancialInstitutionsarecorporationsprincipallyengagedinfinancialintermediation,facilitatingfinancialintermediation,orauxiliaryfinancialservices.Non-Financialinstitutionsrefertocorporationsthatare primarily engaged in the production of market goods and non-financial services.
GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION
7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.:
CURRENT ADDRESS: 8637-2917
COMPANY TYPE :
A.1.5
If these are based on consolidated financial statements, please so indicate in the caption. Loans and Receivables - issued by domestic entities: National Government A.3.2
1. Statements of Financial Position
Table 1. Statements of Financial Position
Financial Assets at Fair Value Thruogh other Comprhensive Income (FVOCI)
Public Financial Institutions A.2.6Appraisal
Public Non-Financial Institutions
Private Financial Institutions
Private Non-Financial Institutions
Financial Assets issued by foreign entities: (A.1.4.5.1+A.1.4.5.2+A.1.4.5.3+A.1.4.5.4)
Held-to-maturity investments HOLDING
Supplies Inventory
Investments accounted for using the equity method (A.3.1 + A.3.2 + A.3.3 ) Prepaid taxes A.3.1Equity in domestic subsidiaries/affiliates Equity in foreign branches/subsidiaries/affiliates
A.2.4 Transportation/motor vehicles, automotive equipment, autos and trucks, and delivery equipment A.2.5Others, specify (A.2.5.1 +
GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION:SEAFRONT RESOURCES CORPORATION
CURRENT ADDRESS: 8637-2917
7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City
TEL. NO.:
COMPANY TYPE : HOLDING
If these are based on consolidated financial statements, please so indicate in the caption.
Table 1. Statements of Financial Position
Table 1. Statements of Financial Position
Long-term receivables (net of current portion) (A.9.1 + A.9.2 + A.9.3)
COMPANY TYPE : If these are based on consolidated financial statements, please so indicate in the caption.
Table 4. Statements of Changes in Equity
Table 1. Statements of Financial Position
FINANCIAL DATA
Balance, 1-Jan-19
H.1Correction of Error (s)
H.2Changes in Accounting
Surplus
J.1SurpJus (Deficit) on J.2SurpJus (Deficit) on J.3Currency TransJation
J.4Other SurpJus (specify)
Net Income (Loss) for the Period Dividends (negative entry) Appropriation for (specify) M.1 M.2
M.5
Issuance of Capital Stock
N.1 Common Stock
Balance, 1-Jan-20 M.3 M.4
O.1Correction of Error (s)
O.2Changes in Accounting
Surplus
Q.1SurpQus (Deficit) on Q.2SurpQus (Deficit) on Q.3Currency TransQation
Q.4Other SurpQus (specify)
Net Income (Loss) for the Period Dividends (negative entry)
Appropriation for (specify)
T.1
T.3 T.4
T.5
Issuance of Capital Stock U.1 Common Stock
T.2 Preferred Stock Others
Balance, 1-Jan-21
O.1Correction of Error (s) O.2Changes in Accounting
Surplus
Q.1SurpQus (Deficit) on Q.2SurpQus (Deficit) on Q.3Currency TransQation
Q.4Other SurpQus (specify)
Net Income (Loss) for the Period Dividends (negative entry) Appropriation for (specify)
T.1 T.2
Stock Others Balance, 31-Dec-21 T.3 T.4 T.5
Issuance of Capital Stock
U.1 Common Stock
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1 Date of Report (Date of earliest event reported) Mar 25, 2021
2. SEC Identification Number 40979
3 BIR Tax Identification No 000-194-465
4 Exact name of issuer as specified in its charter SEAFRONT RESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines
6 Industry Classification Code(SEC Use Only)
7 Address of principal office 7F JMT BUILDING ADB AVE., ORTIGAS CENTER, PASIG CITY 1605 Postal Code 1600
8 Issuer's telephone number, including area code (632)-8637-2917
9. Former name or former address, if changed since last report ---
10 Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding common 163,000,000
11. Indicate the item numbers reported herein Item No 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party
Seafront Resources Corporation SPM
PSE Disclosure Form 7-1 - Notice of Annual or Special Stockholders' Meeting
References: SRC Rule 17 (SEC Form 17-C) and Sections 7 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Notice of Annual Stockholders' Meeting of Seafront Resources Corporation
Background/Description of the Disclosure
Please be informed that at the Board of Directors' meeting of Seafront Resources Corporation, held on March 25, 2021 through Electronic Means of Communication, at which a quorum was present, the Board of Directors approved the holding of the Annual Stockholders' Meeting on June 24, 2021 (time and venue to be announced) The record date of stockholders entitled to notice and to vote at the meeting shall be on April 15, 2021
Type of Meeting
Annual Special
Date of Approval by Board of Directors Mar 25, 2021
Date of Stockholders' Meeting Jun 24, 2021
Record Date Apr 15, 2021
Agenda Agenda to be announced and to be included in the Preliminary Information Statement.
Inclusive Dates of Closing of Stock Transfer Books
Start Date N/A
End Date N/A
Other Relevant Information
--Filed on behalf by:
Name Arlan Profeta
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1 Date of Report (Date of earliest event reported) Apr 7, 2021
2. SEC Identification Number 40979
3 BIR Tax Identification No 000-194-465
4 Exact name of issuer as specified in its charter SEAFRONT RESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines
6 Industry Classification Code(SEC Use Only)
7 Address of principal office 7F JMT BUILDING ADB AVE., ORTIGAS CENTER, PASIG CITY 1605 Postal Code 1600
8 Issuer's telephone number, including area code (632)-8637-2917
9. Former name or former address, if changed since last report ---
10 Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding common 163,000,000
11. Indicate the item numbers reported herein Item No 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party
Seafront Resources Corporation SPM
PSE Disclosure Form 4-30 - Material Information/Transactions
References: SRC Rule 17 (SEC Form 17-C) and Sections 4.1 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Please be informed that, at the meeting of the Board of Directors of Seafront Resources Corporation, held on April 7, 2021, through electronic means of communication, at which meeting a quorum was present, upon recommendation by the Audit Committee, the Board approved the 2020 Audited Financial Statements
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1 Date of Report (Date of earliest event reported) May 18, 2021
2. SEC Identification Number 40979
3 BIR Tax Identification No 000-194-465-000
4 Exact name of issuer as specified in its charter SEAFRONT RESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation METRO MANILA, PHILIPPINES
6 Industry Classification Code(SEC Use Only)
7 Address of principal office 7TH FLOOR, JMT BUILDING, ADB AVENUE, ORTIGAS CENTER, PASIG CITY Postal Code 1600
8 Issuer's telephone number, including area code (632) 8637 2917
9. Former name or former address, if changed since last report -
10 Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding COMMON 163,000,000
11. Indicate the item numbers reported herein ITEM 9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party
Subject of the Disclosure Amendments to By-Laws
Seafront Resources Corporation SPM
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Background/Description of the Disclosure
At the Special Meeting of the Board of Directors of Seafront Resources Corporation ("SRC") held on May 14, 2021, the Board approved the Amendments to the By-Laws as directed by the SEC to include Article lll, Section 8.
Date of Approval by Board of Directors May 14, 2021
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable Not Applicable
Date of Approval by Relevant Regulatory Agency, if applicable N/A
Date of Approval by Securities and Exchange Commission TBA
Date of Receipt of SEC approval TBA
Amendment(s)
Article and Section Nos. From To Pleas see Annex "A"
Please see Annex "A"
Please see Annex "A"
Rationale for the amendment(s)
The Amendment to the By-Laws is being directed by the SEC to include Article lll, Section 8
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC TBA
Expected date of SEC approval of the Amended By-Laws TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
No seen significant effect in business, operations and/or capital structure, and there is no seen change in the rights of the stockholders and directors considering that the amendments merely confirmed the existence of the Corporate Governance Committee and the Audit and Board Risk Oversight Committee
Other Relevant Information
-----
Filed on behalf by:
Name Arlan Profeta
Designation
Asst Corporate Secretary/ Alternate CIO
Item 17 Amendment of Charter, By-Laws or Other Document
The Company’s By-Laws will be amended as directed by the SEC, following the SEC’s review for approval of the Amended By-Laws that was approved bythe Stockholders during the July27, 2020 Annual Stockholders’ Meeting. Please see below for the comparison of the proposed amendment vis-à-vis the original wordings of the By-Laws.
Article and Section Nos. From To
Article III, Section 8
Section 8. Committees. The Board of Directors may create and appoint such other committees as it may consider necessary or advisable for the proper conduct and operation of the affairs of the Corporationandprescribetheirrespective powers and duties. The other committees shall be composed of Directors and shall be of such numbers as the Board may determine. The members of any such committee created and appointed by the Board of Directors may be removed at anytime by the Board, and any vacancies in any of said committees shall be filled by the Board of Directors.
Section8.Committees.TheBoardofDirectorsshallcreateand appoint an Audit and Board Risk Oversight Committee, and a Corporate Governance Committee. The Auditand Board Risk Oversight Committee shall be composed only of members of the Board. On the other hand, the Corporate Governance Committee shall likewise act as the Nomination and Remuneration Committee of the Corporation, and shall have at least three (3) members, one of whom is an independent director.
The Board of Directors may create and appoint such other committees as it may consider necessary or advisable for the proper conduct and operation of the affairs of the Corporation and prescribe theirrespective powers andduties.The othercommittees shall be composed of Directors and shall be of such numbers as the Board may determine. The members of any such committee created and appointed by the Board of Directors may be removed at anytime by the Board, and any vacancies in any of said committees shall be filled by the Board of Directors.
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1 Date of Report (Date of earliest event reported) Mar 25, 2021
2. SEC Identification Number 40979
3 BIR Tax Identification No 000-194-465
4 Exact name of issuer as specified in its charter SEAFRONT RESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines
6 Industry Classification Code(SEC Use Only)
7 Address of principal office 7F JMT BUILDING ADB AVE., ORTIGAS CENTER, PASIG CITY 1605 Postal Code 1600
8 Issuer's telephone number, including area code (632)-8637-2917
9. Former name or former address, if changed since last report ---
10 Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding common 163,000,000
11. Indicate the item numbers reported herein Item No 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party
Seafront Resources Corporation SPM
PSE Disclosure Form 7-1 - Notice of Annual or Special Stockholders' Meeting
References: SRC Rule 17 (SEC Form 17-C) and Sections 7 and 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Notice of Annual Stockholders' Meeting of Seafront Resources Corporation
Background/Description of the Disclosure
Please be informed that at the Board of Directors' Meeting of Seafront Resources Corporation, held on March 25, 2021 through Electronic Means of Communication, at which a quorum was present, the Board of Directors approved the holding of the Annual Stockholders' Meeting and the setting of record date for the said meeting on Thursday, June 24, 2021, at 3:30 p m virtually or via online/remote communication The Board also approved the Amendment to the ByLaws - Article III Section 8 on May 14, 2021
Type of Meeting
Annual Special
Date of Approval by Board of Directors Mar 25, 2021
Date of Stockholders' Meeting Jun 24, 2021
Time 3:30 PM
Venue Will be conducted virtually or via online means of communications.
Record Date Apr 15, 2021
(1) Certification of Service of Notice;
(2) Determination of Quorum/Call to Order;
(3) Approval of Minutes of the last Regular Stockholders’ Meeting held on July 27, 2020;
(4) Approval of Management Report and the 2020 Audited Financial Statements contained in the 2020 Annual Report;
(5) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period July 27, 2020 to June 24, 2021;
Agenda
(6) Election of nine (9) members of the Board of Directors for the year 2021-2022: a Approval of the extension and retention of Mr Nicasio I Alcantara and Atty Ernestine Carmen Jo D Villareal-Fernando as Independent Director
(7) Approval of the Amendments to the By-Laws – Article III, Section 8
(8) Appointment of External Auditors;
(9) Other Matters; and
(10) Adjournment
Inclusive Dates of Closing of Stock Transfer Books
Start Date N/A
End Date N/A
Other Relevant Information
To include time, venue and agenda of the 2021 Annual Stockholders' Meeting of Seafront Resources Corporation.
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1 Date of Report (Date of earliest event reported) Jun 24, 2021
2. SEC Identification Number 40979
3 BIR Tax Identification No 000-194-465
4 Exact name of issuer as specified in its charter SEAFRONT RESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines
6 Industry Classification Code(SEC Use Only)
7 Address of principal office 7F JMT BUILDING ADB AVE., ORTIGAS CENTER, PASIG CITY 1605 Postal Code 1600
8 Issuer's telephone number, including area code 86372917
9. Former name or former address, if changed since last report --
10 Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding common 163,000,000
11. Indicate the item numbers reported herein Item No 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party
Seafront Resources Corporation SPM
PSE Disclosure Form 4-24 - Results of Annual or Special Stockholders' Meeting
References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of Seafront Resources Corporation's Annual Stockholders' Meeting 2021
Background/Description of the Disclosure
Seafront Resources Corporation’s 2021 ASM was conducted through Remote Means of Communication today, June 24, 2021 (Thursday) at 3:30 P.M.
List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer Name of Person Shareholdings in the Listed Company
Raul M Leopando
Victor V Benavidez
External auditor SyCip Gorres Velayo & Co
List of other material resolutions, transactions and corporate actions approved by the stockholders
(1) Certification of Service of Notice;
(2) Determination of Quorum/Call to Order;
(3) Approval of Minutes of the last Regular Stockholders’ Meeting held on July 27, 2020;
(4) Approval of Management Report and the 2020 Audited Financial Statements contained in the 2020 Annual Report; (5) Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period July 27, 2020 to June 24, 2021;
(6) Election of nine (9) members of the Board of Directors for the year 2021-2022: a Approval of the extension and retention of Mr Nicasio I Alcantara and Atty Ernestine Carmen Jo D VillarealFernando as Independent Director
(7) Approval of the Amendments to the By-Laws – Article III, Section 8
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1 Date of Report (Date of earliest event reported) Jun 24, 2021
2. SEC Identification Number 40979
3 BIR Tax Identification No 000-194-465
4 Exact name of issuer as specified in its charter SEAFRONT RESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines
6 Industry Classification Code(SEC Use Only)
7 Address of principal office 7F JMT BUILDING ADB AVE., ORTIGAS CENTER, PASIG CITY 1605 Postal Code 1600
8 Issuer's telephone number, including area code 86372917
9. Former name or former address, if changed since last report --
10 Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding common 163,000,000
11. Indicate the item numbers reported herein Item No 9 The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party
Seafront Resources Corporation SPM
PSE Disclosure Form 4-25 - Results of Organizational Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Results of Seafront Resources Corporation's Organizational Meeting of the Board of Directors after the Annual Stockholders' Meeting on June 24, 2021
Background/Description of the Disclosure
Results of Seafront Resources Corporation's Organizational Meeting of the Board of Directors on June 24, 2021.
List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer
Shareholdings in the Listed
Name of Person
Roberto Jose L Castillo
Medel T. Nera
Samuel V Torres Corporate Secretary, Chief Information Officer
Keel Achernar R Dinoy Assistant Corporate Secretary, Alternate Information Officer
Vanessa G Peralta Data Privacy Officer
List of Committees and Membership
Name of Committees
Corporate Governance Committee Ernestine Carmen Jo D Villareal-Fernando Chairman
Corporate Governance Committee Nicasio I Alcantara Member
Corporate Governance Committee Basil L. Ong Member
Audit Committee/BROC Nicasio I Alcantara Chairman
Audit Committee/BROC Ernestine Carmen Jo D Villareal-Fernando Member
Audit Committee/BROC Basil L Ong Member
List of other material resolutions, transactions and corporate actions approved by the Board of Directors --
Other Relevant Information
Filed on behalf by:
Name Arlan Profeta
Designation
Asst Corporate Secretary/ Alternate CIO
SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1 Date of Report (Date of earliest event reported) Jun 25, 2021
2. SEC Identification Number 40979
3 BIR Tax Identification No 000-194-465-000
4 Exact name of issuer as specified in its charter SEAFRONT RESOURCES CORPORATION
5. Province, country or other jurisdiction of incorporation Metro Manila, Philippines
6 Industry Classification Code(SEC Use Only)
7 Address of principal office 7th Floor, JMT Building, ADB Avenue, Ortigas Center Pasig City Postal Code 1600
8 Issuer's telephone number, including area code (632) 8637 2917
9. Former name or former address, if changed since last report -
10 Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common 163,000,000
11. Indicate the item numbers reported herein Item 9
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party
Seafront Resources Corporation SPM
PSE Disclosure Form 4-8 - Change in Directors and/or Officers (Resignation/Removal or Appointment/Election) References: SRC Rule 17 (SEC Form 17-C) and Section 4 4 of the Revised Disclosure Rules
Subject of the Disclosure
Appointment of Compliance Officer and Assistant Corporate Secretary
Background/Description of the Disclosure
Appointment of Compliance Officer and Assistant Corporate Secretary during the Company's Organizational Meeting on June 24, 2021
Resignation/Removal or Replacement
Name of Person Position/Designation
Effective Date of Resignation/Cessation of term (mmm/dd/yyyy)
ARLAN P PROFETA Compliance Officer/Asst Corporate Secretary Jun 24, 2021
Election or Appointment
Name of Person Position/Designation Date of Appointment/Election (mmm/dd/yyyy) Effective Date of Appointment Election (mmm/dd/yyyy)
Reason(s) for Resignation/Cessation
personal reason
Shareholdings in the Listed Company Nature of Indirect Ownership Direct Indirect
Milagros V Reyes Compliance Officer Jun 24, 2021 Jun 24, 2021 1 - -
Keel
Achernar R. Dinoy Asst Corporate Secretary/Alternate Information Officer Jun 24, 2021 Jun 24, 2021 - - -
Vanessa G. Peralta Data Privacy Officer Jun 24, 2021 Jun 24, 2021 - - -
Promotion or Change in Designation
Name of Person Position/Designation Date of Approval (mmm/dd/yyyy) Effective Date of Change (mmm/dd/yyyy)
Shareholdings in the Listed Company Nature of Indirect Ownership From To Direct Indirect - - - - - - - -
