2014 SRC ACGR

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SECURITIES AND EXCHANGE GOMMISSION SECBuilding, EDSA, Greenhills, MandaluyongCity, MetroManila, Philippines T el: (632) 7 26-093

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Barcode Page The following document has been received:

Receiving Officer/Encoder : Joselito O. Alfaro : SEC Head Office Receiving Branch Receipt Date and Time : January 09, 2015 08:15:02 AM Received

From

: Head Office

Company Representative

Doc Source Company Information SEC Registration No.

0000040979

Company Name

SEAFRONT RESOURCES CORP

Industry Classification Company Type

Stock Corporation

Document Information 5000001

Document lD

1

Document Type Document Code

17-C (FORM 17-c

Period Covered

January 08,2014

No. of Days Late

0

Department

CFD

Remarks

01 09201

1

1-C:CURRENT DISCL/RPT)

COVER SIIEET

4 0 9 7 9 SEC Registration Nun*e.r

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I N G C E N T E R

I T Y (Businex

.4ddress : Na. Street Ciry'lTorvnlProvince)

ARLAN P. PROFETA

637-2917

(Contact Person)

{Campany T elephane lirunber)

EI EE lv'Ionth

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Consolidated

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A C G R

Dtr-,-

Dtry* (.tumuul l{eetingi

fFiscal Year)

iSecondar_r' Lic,anse T1pe,

If Applicable)

Dept Requiring this Dcc.

Amended Arti ele.s liumberi

S

ection

Total Amorrnt of Barro*inss

Total No. of Stockholders

Domestic

Foreign

Ta be accomplished by SEC Personnel concemed

File Numher

Cashier

Remarks: Please use BLACK ink for scsnning purpcses.

SECURITIES AND EXCHANGE COMMISSION

sEc FORM 17-C CURRENT REPORT UNDER SECTION 17

oF THE SECURTIES REGULATTON CODE SRC 17.2(C) THEREUNDER 1.

January 08. 20'14 Date of Report (Date of earliest event reported)

2.

SEC fdentification

4.

Seafront Resources Comoration ct name of registrant as specified in its charter

5.

Manila,

Number

4A979 3. BIR Tax ldentification No. 000-194-4Os

Philippines

6.

(SEC Use Only) Induslry Classification Code :

of incorporation 7.

Zth.

floor, J-Mf Blril4ingrADB Avenue, Ortigas Center, pasig Gitv

1600

Address of principal office 8.

637-2917 Registrant's telephone number, incfuding area code

9.

N.A.

ormer name or Securities registered pursuant to Sections 4 and 8 of the RSA

10.

Titfe of Each

Class

Common (par value of

Number of Shares of Common Stock Outstanding

Pl.O0/share)

-

163,000,000 shares

Amount of Debt Outstanding = none 11.

lndicate the item numbers reported

herein: ltem g SIGNATURES

Please refer to the attached letter to the S'ecudties and Exchange Commission (SEC) dated January 8, 2015 rcgarding compliance with SEC Memorandum Circular No. 12, Series of 2014 on the Consolidated Chaages in tle Company's armuaf Corporate

Goremance Report (ACGR).

Pursuant to the requirements of the Revised Secudties Act, the registrant has duly caused this repon to be

.

signed on its behalf by the undersigned hereunto duly authorized.

SEAFRONT RESOURCES CORPORATION Registrant

6/2.L

/\f,i$.

' Date

:

08 January 2O15

Samuel V. Torres

Corporate Secre",

{

It

6 January 49,2014

SECURITIES AND EXCHANGE COM MISSION SEC Building, E. de los Santos Avenue Ortigas Center, Mandafuyong City

Attention :

Atty. Justina F. Gallangan Director, Corporate Govemance and Finance Department

Gentlemen

:

Pursuant to SEC Memorandum Circular No. 12, Series of 2A14, we hereby submit the Consolidated Changes in the Company's Annual Corporate Govemance Report (ACGR) covering the year 2AM. fn compliance with SEC Memorandum Circular No. 1, Series of 2014, we shall include this in the Company's website.

Thank you.

Very truly yours,

6//,,L

SAMUEL V. TORR ES /,ATTY. Corporate Secretary

{

SEAFRONT RESOURCES CORPORATION

CONSOLIDATED CHANGES IN THE SEAFRONT RESOURCES CORPORATION ACGR FOR 2OT4

1.

Page 4 of

the zotz

Helen Y. Dee

ACGR

-

NED

composition of the Board tor 2oL4

N.A.*

Nomination Committee

March L9,

May 15, 2014

5-t0-2012

zoo2 Milagros V. Reyes

Perry Y. Uy

Nicasio l. Alcantara

ED

ED

ID

N.A.'l

N.A.*

Nomination Committee Nomination Committee

Arturo

N.A.'r

B.

Maulion-No Relation Yvonne S. Yuchengco

MedelT. Nera

NED

NED

N.A.*

N.A.*

Feb.

May 15, 2014

5-1&.2012

2000 Sept.

OL,

Meetins s-1s2012

May 15,2014

July 25,

Nomination Committee

May L9,

/

May 15, 2014 3 year

Nomination Committee

June

Nomination Committee

May

May 15, 2014

2007

NED

N.A.*

NED

N.A.i

ID

N.A.*

Arturo

B.

Maulion-No

2 years

May 15, 2014

16 years

5-10-20t2

3 years

t3, May 15, 2014

20,

Relation

I Reckoned from the election immediatety foilowing January 02,2012.

May 10,

20t2

5 years

5-tG20I2

Annual Meetins

2010 Ernestine Carmen Jo D. Villareal-Fernando

12 years

Annual Meetins 5-10.2012 Annual Meeting

1996 Reynaldo B. Vea

5-lG,2012 Annual Meetins 5-1U20L2 Annual Meetine

t5,2014

May

20Lt Albert S. Yuchengco

5 years

Annual Meetine

1995

Nomination Committee

12 years

Annual

26, 2007 August

10 years

Annual MeetinS

May 15, 2014

2year

/

5-1&2012 Annual

Meetins

1 year

2.

Page 7 of

the 20t2

ACGR

- Voting Result of the last Annual

General Meeting for za'4

LL3,847,6L5 or 69.845%

Milagros V. Reyes

LL3,847,6L5

or 69,845%

Lt3,847,6t5 or 69.845% Albert S. Yuchengco

tL3,847,615 or 69.845%

Yvonne S. Yuchengco

tL3,847,6L5 or 69.845%

Nicasio l. Alcantara

LL3,847,6t5 or 69.845%

Reynaldo B. Vea

t13,847,6t5 or 69.845% LL3,847,6L5 or 69.845%

Ernestine Carmen Jo D. Villareal-Fernando

3. Page 15 of the 2012 ACGR -

LL3,847,615 or 69.845%

Attendance of the Directors for the last Annual General

Meeting for 2Ot4

Chairman

Helen Y. Dee

Member

Milagros V. Reyes

Member

Yvonne S. Yuchengco

Member

MedelT. Nera

Member

Reynaldo B. Vea

Member

Albert S. Yuchengco

Member

Perry Y. Uy

Independent

Nicasio l. Alcantara

Independent

Ernestine Carmen

Jo D.

Villareal-

Fernando *Scheduled meeting coincided with business trip ab,roacl.

May 15, 20L4 May 15, 2014 May 15, 20L4 May 15, 2014 May 15, 20L4 May 15, 20L4 May 15, 20L4 May 15, 2014 May 15, 20L4

6

6

5

6

6

6

6

5

6

6

5

5

6*

3

5

6

6+

3

L00%

t30% L00% LAo%

L00% 83.33%

50% L00% 50%

4. Page 18 of the 2012 ACGR - Remuneration

Scheme lor 2Ot4

YES,

total remuneration of the Board of Directors and Officers is disclosed in the Company's Definitive 20-lS

May 15 2014

submitted

to all stockholders of record and who approve and ratify all acts and resolutions of the

May 09, 2013

Board during the Annual Stockholders, Meetings.

May 10, 20Lz

5.

Page 19 of the 2Ot2 ACGR

(a)

Fixed Remuneration

(b)

Variable Remuneration

(c)

Per diem Allowance

(d)

Bonuses

-

Aggregate Remuneration for 2OL4

47,647.05

(e) Stock Options

and/or other financial instruments

47,647.06

6. Page 2L of 2Ot2 ACGR - Audit Committee

for 2OL4

7. Page 22 of 2Ot2 ACGR - Nomination Committee

8. Page 22 of 2Ot2 ACGR - Remuneration

Cornmittee for 2OL4

9. Page 22 ofz0t? ACGR - Risk Management

10. Page 24 of 2At2 ACGR

(c)

-

for 2OL4

Committee for 2Ot4

Period covered by the review for 20L4

Period covered by the review: 07 January 2074 to 37 December 2074.

A"

11. Page 31 of zOtZ ACGR

-

Ownership Structure for 2Ot4

(a) HoldingS% shareholding or more

Pan Malayan Management and lnvestment Co., lnc.

Alsons Consolidated Res., Inc,

Majority of the shares are owned and controlled bv the Yuc Majority of the shares are owned by

L5,444,gLt shares

the Alcantara group of companies.

Trust Accounts with CBC as Trustee.

The Corporate acts of CBC are carried out bv its BOD and Ma Trust Accounts with CBC as Trustee.

The Corporate acts of CBC are carried out by its BOD and Ma

t4,178,625 shares

cBc r/A-scA#o011

10,204,L20 shares

Z:OLZ ACGR

-

External Auditor/s Fee for 2OL4

13. Page 32 oI2Ot2 ACGR

-

Date of Release of Financial Report for 20L4

12. Page 32 of

15 April 2Ot4

t4. Page 33 of 2Ot2 ACGR -

Disclosure of RPT of

20t4

Seafront entered into an Accounting Services Agreement with Hermosa Ecozone Development Corporatin (HEDC), effective June 2009, whereby Seafront will provide accounting services.

Seafront charged HEDC the amount of P25,000.00 (inclusive of VAT).

Seafront entered into a Corporate Services and Consultancy Agreement with PERC, effective June 8, 1999, whereby PERC will act as a consultant of the Company in its oil exploration

ventures and

its

non-oil ventures, investments

or

participation including providing

administrative, accounting, technical, legal and other corporate services in exchange for share in general and administrative cost of PERC. PERC charged the Company the amount of P10,000.00 in 2005 and P60,000.00 in 2004. Since March 2005, PERC charge P1.00 per month.

15. Page 34 of

?:OLZ ACGR

-

Date of sending out notices

ol20t4

April 27, 2074. (Publication of Notice with Agenda: March 07, 2074 ond April 26,2014)

16. Page 35 of ?:ALZ ACGR

-

Date of Annual General Meetin g of 2OL4

May 75, 2074

tT,Page 35 of 2OL2 ACGR - Result of Annual/Special Stockholders' Meeting's Resolutions of 20t4

Approval of the Minutes of the Meeting of

Approvalof Management Report and the Audited Financial Statements of 2013 Confirmation and Ratification of all acts,

1t3,847,6L5 or 69.845% LL3,847,6L5 or 59.845% LL3,847,6L5 or 69.845%

contracts and investments made and entered into by Management and/or , Board of Directors of the Company during the period 9 May 20L3 to L5 May 2014 Election of Directors for 2014-2015

LL3,847,6t5 or 59.845%

Appointment of SGV & Co. as external auditors of the Comoanv for 2074

tL3,847,6L5 or 69.845%

18. Page 35 of 2AL2 ACGR

-

Stockholder/s Attendance of 20t4

Directors: Ms. Helen Y. Dee

Mr. MedelT. Nera Ms.Yvonne S. Yuchengco Ms. Milagros V. Reyes (Pres.)

Mr. Perry Y. Uy (Treasurer)

Mr. Nicasio l. Alcantara

Atty. Ernestine D. VillarealFernando

Other Officers: Atty. SamuelV. Torres (Corporate Secretary) Atty. Arlan P. Profeta (Asst. Corp. Sec.) Ms. Carlota R. Viray (CFO)

May 15, 20L4

4.298%

65.547%

Republic of the Philippines ) city ) s.s.

PAS'6 cln

of

S

ECRETAR]TS CERTI FICATE

I, SAMUEL V. TORRES, Filipino, of legal og€, with office address at Ground Floor, Grepalife Building, Gil Puyat Ave., Makati City, after having been sworn in accordance with law, hereby depose and state that:

1. I am the duly elected and incumbent Corporate Secretary of SEAFRONT RESOURCES CORPORATION (the "Corporation"), a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at/.h Floor, JMT Building, ADB Avenue, Ortigas Center, Pislg City.

2.

Pursuant to the Securities and Exchange Commission Circular No. 12, Series of zot4, with respect to the submission of the Consolidated Changes in the Annual Corporate Governance Report of the Corporation for 2oL4. Attached hereto the Minutes of the Annual Stockholders Meeting in regard to the said updates and changes.

IN WITNESS WHEREOF, I DIC ? g

?CIl{ at

have executed this Secretary's Certificate this

P4SI6

(In

/

b//,,L

,T SANNUELV. TORRES Corporate Secret

"O

(

(|

? ?N1{ SUBSCRIBED AI\ID SWORN to before me this exhibiting to me his TIN lf,g-754-895, as competent evidence of his identity.

DFC

affiant

,1

KtJ Page No.: 7 Book No.: -'ll Doc.

No.:

Series of zor5.

t ; ;

,.\fTY. MARflt

//t/'gFiiSTlf''iA

A. T/ilrl-Dil.,i

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MOTARY PU[|J.iC . PA:]!G Y PTR I'lc. 191810b, i 01.i)3-'!+ i)&riG ClT''f lBp LltE]"lfv,lfi f-io. 01Ll3,lij FA-qlG Ctiy tR0LL l+0. 5SS7:l Appointnmtt No. 40

bcon,luissiof i EXpifirs oN i2.31-14 f"tciE CotvipitnNCE No- tv-001 0 1 14

MINUTES OF THE ANNUAL STOCKHOLDERS' MEETING OF SEAFRONT RESOURCES CORPORATION

DATE TIME PLAGE

: :

:

May 15,2014 1:30 p.m.

Rooms 507-508 YIAS Level ,5, Podium 4, RCBC Plaza Building, Ayala cor. Sen. Gil J. Puyat Avenues, Makati City

The Chairman, Ms. Helen Y. Dee, welcomed all the stockholders to the zAM Regular Stockholders' Meeting, and thereafter, introduced the incumbent members of the Board of Directors of the Company who were then present, as follows: Ms. Helen Y, Dee Ms. Yvonne Y. Yuchengco Mr. Medel T. Nera Ms. Milagros V. Reyes Dr. Reynaldo B. Vea Mr. Nicasio l. Alcantara

I.

Director Director Director Director/President Director Independent Director

CERTIFICATION OF SERVICE OF NOTICE

The Corporate Secretary, Atty. Samuel V. Torres was called to submit proof of the notice of meeting. The Corporate Secretary certified that notices of the meeting were sent to all stockholders of record as of March 10, 2014 either by mail or through messengerial services. The Corporate Secretary also certified that the Notice of the Meeting was published in the Manila Butletin on March 1, 2014, as evidenced by an affidavit of Ms. Lyne A. Abanilla, Vice PresidentClassified Advertising of the said publication, which was likewise presented and submitted. The Chairman requested that the above affidavit be attached to the Minutes.

II.

DETERMINATION OF QUORUM / CALL TO ORDER

The Corporate Secretary certified that there was a quorum for the transaction of any business that may be properfy brought before the body, with attendance of shareholders present in person covering 7,006,188 shares (4.298%) and 106,841,427 (65.547%l represented by proxy, for a total of 113,847,615 (69.845%) out of the 163,000,000 total outstanding shares. Thereafter, the Chairman called the meeting to order.

III.

APPROVAL

OF THE

MINUTES

OF THE LAST

REGULAR

STOGKHOLDERS' MEETING HELD ON MAY 9,2013

The Chairman requested the shareholders present to review the minutes of the last Regular Stockholder's Meeting held on May 9,2013, copies of which were earlier distributed. Upon motion duly made and seconded, the reading of the minutes was dispensed with and the following resolution was unanimously I

approveo:

.RESOLVED, That

the minutes of the Regular Meeting of

the

Stockholders hetd on May g, 2013 be, as it is hereby, approved."

IV. APPROVAL OF MANAGEMENT REPORT FINANCIAL STATEMENTS

AND THE 2A13

AUDITED

The Chairman called the attention of the stockholders regarding the Management Report and the 2013 Audited Financial Statements which were earlier distributed to all stockholders through mail and messengerial services and at the registration

table. She requested the stockholders that all questions and requests for clarification be raised after the presentation of the results of operation by the President. She then, called President MV Reyes to give the 2013 year-end report, including some updates, The President reported the following, to wit: "Dear Fellow Stockholders:

The Philippine economy soared by 7.2% in 2013, and is again regarded as one of the best performing economies in Asia. The services and industry sectors remain to be the key contributors to the economic growth

affis

qs 2

in 2A13. However, despite this scenario, Seafront financial position showed a decrease in Total Assets from P219 million in 2Q12 to P194 rniflion in 2013. The decrease resulted mainly from the decline in market price of our investment in Benguet Corporation and payment of subscriptions payable to our investment company, Hermosa Ecozone Devetopment Corporation (or HEDC). Net income likewise decreased from P16.8 million in 2012 to P3.2 million in 2013 on account of changes in market price of our financial assets.

Despite these downward movements, your Company nevertheless benefitted from the Philippines' stronger economy. Last year, our investment company, HEDC, was able to sell another 7.4 hectares to Sumi Philippines Wiring Systems Corporation at a price of P143 million.

This is in addition to the 6.8 hectares that Sumi bought earlier.

HEDC also managed to close a long-term lease with Bioteque Medical Phil. lnc. for the lease of a 3.4-hectare lot, with a contract amounting to P77 million.

On the development side, HEDC already commenced with

'the

construction of the bridge across the Tama River that will connect Phase I and Phase 2 of the industrial zone. This is expected to be completed anytime now.

These positive developments resulted in the increase in HEDC's Net income to P59.76 million from a Net loss of P4.96 million, and increase in the Retained earnings toP42.88 million from a Deficit of P16.88 million.

It is betieved that the Philippine economy will remain strong and robust in 2014, particularly the industry sector. Your Company will make the most out of these devetopments in order to bring-in more opportunities and better value for you our stockholders.

Thank you."

N 3

After the report and there being no questions raised by the stockholders,

the

following resolution was adopted, upon motion made, seconded, and carried:

"RESOLVED, as it is hereby resolved, that the 2013 Management Report and the 2013 Audited Financiat Statements, as made avaitable to the stockholders, be as they are hereby, noted and approved."

V. CONFIRMATION AND RATIFICATION OF ALL ACTS,

RESOLUTIONS, CONTRACTS AND INVESTMETTTS MADE NNO.EN'ERED INTO BY iHC BOARD OF DIRECTORS AND MANAGEMENT DURING THE PERIOD MAY 9, 2013 TO MAY 15,2414

Upon motion made, seconded and carried, a resolution was adopted, as follows:

"RESOLVED, as if is hereby resolved that all acts, resolutions, contracts and investments made by Management and/or the Board of Directors for the period May 9, 2013 to May 15, 2A14, be as they atre h=ereby confirmed, ratified and approved."

vt. ELECTTON OF NINE (9) MEMBERS OF THE BOARD OF DIRECTORS

FOR

THE YEAR 2014.2015

Agenda. She discussed that for The Chairman then tackled the-next it:_T in the ASella the purposes of election to the Board of Directors and in accordance with Section 6 of Article ll of the Company's Amended By-Laws, any and all nominations shall be submitted to and received at the principal office of the Corporation at least ten (10) days prior to the scheduled date of the Annual Meeting and addressed to the attention of the Corporate Secretary. Only those parties nominated in accordance with this rule shall be included in the list of nominees or candidates to the Board of Directors to be presented to the stockholders during the Annual Meeting.

She then asked the Corporate Secretary if he has the list of nominees to the Board of Directors. The Corporate Secretary replied in the affirmative and that as of May 14,2014, the deadline for nominations, there were nine (9) nominees, screened and short listed by Nomination Committee for election as members of the Board of Directors, namely:

1, HELEN Y. DEE 2, WONNE S. YUCHENGCO 3. ALBERT S. YUCHENGCO 4. MILAGROS V REYES 5. PERRY Y. UY

6, REYNALDO B. VEA 7. MEDEL T. NERA

8

9.

NICASIO I. ALCANTARA ERNESTINE CARMEN JO D. VILLAREAL-FERNANDO

Director Director Director Direclor Director Director Director Independent Director Independent Director

Since there were only nine (9) nominees representing nine (9) seats, a motion was made, seconded and unanimously carried dispensing with the formal balloting and directing the Corporate SeCretary to cast all votes in favor of the nine (9) nominees, except for those proxies, if any, which haVe been voted against the election of the above mentioned nominees.

The Chairman then declared/proclaimed the above named nominees as elected members of the Board of Directors of the Corporation for the year 2014-2A15.

vil.

ro

rHE rHIRD Aryrl_clL:-9.f l[c9ryP9-T4]l9l_.T.9 AMENDMENT tNDtcATE THE EXACT ADDRESS OF THE PRINCIPAL OFFICE qf_THF ro sEc MEMoRANDUM clRcuLAR No. 6, IqRSUANT SERIES OF 2014

99!lll[I

Upon motion made, seconded and carried, the foltowing resolutions

were

adopted, as follows:

VED, as it is hereby resolved, that the Corporation be authorized to amend Third Article of the Corporation's Amended Articles of Incorporation to indicate the exact address of the principal RESOT

office of the Corporation pursuant to SEC Memorandum Circular No. 6, Series of 2014.

RESOT VED, FURTHER, that the Third Article be amended to read as follows:

THIRD: That the principal office of the. Corporation shall be establishbd and located at 7th Ftoor, JMT Building, ADB Avenue, Ortigas Center, Pasig Gity, Metro Manila, Philippines.

al I 5

!t

L

RESOLVED, FINALLY, that the Amendrnent to the Articles of Incorporation of the Corporation for the THIRD ARTICLE as amended and approved by the Board of Directors be hereby ratified and approved.

VIII.

APPOINTMENT OF EXTERNAL AUDITORS

Upon motion duly made and seconded, the a-uditing firm of SyCip Gorres Velayo & Co. was reappointed as External Auditors of the Corporation for the ensuing year and for such purpose, the fotlowing resolution was unanimously approved:

'RESOLVED, That the auditing firm of SGV & Co., be as it is hereby, reappointed Externat Auditors of the Company for the calendar year ending December 31 , 2014 " t

IX.

, t

A )

AA

ADJOURNMENT

Since no other business was brought to the table, the meeting was adjourned upon motion duly made and seconded.

TY. SAMUEL V. TORRES Corporate Secretary

y

ATTEST: