Issuu

Illllfl llfll lllfl lllll lflll lflll llfll lllfl llflf il|iltfill ffilt lltft tlilt fltft ililil|

101082016001143

SECURITIES AND EXCHANGE COMMISSION sECBuirding, EDSA, Greenhiils, Mandaruyongcity, MetroManira, phirippines

Tel: (632) 7 26-o931to 39 Fax: (6 32) 7

2s-s2gi er"ir, rir@sec. gov. ph

Barcode Page The following document has been received:

Receiving officer/Encoder : Reggienard R. De castro - cos Receiving Branch : SEC Head Office Receipt Date and rime : January 0g, 2016 02:06:10 pM 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 Document lD

101082016001 143

Document Type Document Code

17-C (FORM

1-C:CURRENT DTSCL/RPT)

17-C

Period Covered

December 31, 2O1S

No. of Days Late

Department

CFD

Remarks

COYER SHEET

4 0 9 7 9 SEC Registrarion Number

S E

A F R

R E

N T

U R C E S

R P

I o

R A T

{Company's FulI Narne)

F L

T H

J M T

A V E N U E

A D B P A

R T

B U

G A

*{onth

{frscal

N G

CIE N T E R

I T Y {Busi**s Addrs: Ns.

Etr

I L

Sffi

CityiTounlRorince)

ARLAN P. PROFETA

637-2917

{Conbct P€rs$n)

{Coarpeny Teltpbonc Number)

Consolirlated change of

Flc-l-c-Ffl

Month

DsJ''

Ys)

ffi w

{Anxusl Meeting)

(Securdary Licerl* Tyge, lf Applicabte)

Ar*ended Artic les Nurn

Depr Requiring this lloc.

Total No. cf Stockholdss To be a*omplished by SEC Pssonrd

File Number

ki3ection

]f-l

Total Amount of Borrowines

Dornestic

Foreign

cstwrd

LCU

Ren:rar*s: Ptease use BI-ACR ink forsmnning purpcses

January 08, 2016

SEC{ruTIES AI{D EXCHANGE COMMISSION SEC Building, E. de los Santos Avenue Onigas Center, MandaluYong CitY

Attention

Gentlemen

Atty. Justina F. Callangan Director, Corporate Governance and Finance Department

pursuant to SEC Memorandum Circular No. 12, Series of 20L4,we hereby submit the (ACGR) Consolidated Changes in the Company's Annual Corporate Governance Report covering the year 2015.

this in tn compliance with SEC Memorandum CircularNo. 1, Series of 2015, we shall include the Company's website. Thank you.

Very truly yours,

. SAMTIEL V. TO RRES orporate SecretarY

/t/

SEAFRONT RESOURCES CORPORATION

Republic of the PhiliPPines

city

q;r._

)

l_.- .tl"i-fl:TT)

S.S.

SECRETARY' S CERTIFICATE

I, SAMUEL V. TORRES, Filipino, olleqa! age, yit! office-address at Ground {loor, Grepalife fuilding, Sen. Gil J. puyat Avenue, Makati Clry, after having been sworn in accordance with law, hereby depose and state that:

Secretary of SEAIIRONT RESOSRCES dOnTORATION (the "Corporatiod'), a corygratign duly organiTed1nd existing under and by virtue of the laws of ine Republic of the Philippines, with office addresJ atTb Floor, Ilt4T Ruilding ADB Avenue, Ortigas Center, Pasig City.

I am the duly elected and incumbent Corporate

pursuant to the Securities and Exchange Commission Circul* N9. 12, Seri-es of 2014, with respect to the submission of the Consolidated Changes in the Annual Corporate Governance Report of the Corporation for 2015, altache.d-hergto are the Minutes of the Regular Annual Stock*rolders' Meeting in regard to the said updates and changes-

IN WITNESS WI{ERXOF, I have

execgled

this

Secretary's Certificate this

Ql,rFzoN ClTv

', ,r' (h/ ^/,4 1

n /---^

SAMUEL t//f'lTV. Corporate SecreW

V. TORRES

STIBSRCRIBED AI{D SWORN to before me this

JAN

exhibiting to me his Passport No. 885647362 issued in Manila and

8 zAE

affrant

will expire on June 13,2017 .

GORDOLA

btary Publlc Commi(}ion ires until December 31.2417 Adm No 069, R ll No. 25103. IBP No. 1013094 PTR No 1876?.82. 1i04!1'.i: Q C TtN 126-768 09; tvlCl-E itlo V [iOn1n31 Untif 1 #878 Quirin

SECURITIES AND EXCHANGE COMMISSION

sEc FoRM 17-C

Current Report under Section L7 ofthe Securities Regulation Code (SRC) and SRC Rule t7.2 (cl

Report is Filed for the Year: 2015

Exact Name of Registrant as Specified in its Charter: SEAFRONT RESOURCES CORPORATION

3. 7n Floor, JMT Building, ADB Avenue,

Ortigas Center, Pasig

City

Address of Principal Office

SEC

ldentification Number: 4W79

1505 Postal Code

(SEC Use Only)

Industry Classification Code

Bf R

Tax ldentification Number: fi)O'tg4-4i65

(532) 637-29t7 lssuer's Telephone number, including area code

Negative. No change has been made from the last report. Former name or former address, if changed from the last report

9. Indicate the item numbers

reported herein: ltem No. 9 $tem No. 9 - other events: Please refer to the attached letter to the Securities and Exchange Commission (SEC) dated 19 December 2014 regarding compliance with SEC Memorandum Circular No. 12, Series of 2A14 on the Consolidated Changes in the Company's Annual Corporate Governance Report (ACGR)]

Pursuant to the requirements of the SRC, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SEAFRONT RESOURCES CORPORATION

strant 'r/-

Athl, SamuelV. Torres Corporate I nfarmoti on Offi ce r

da I

A\. .a

CONSOTIDATED CHANGES IN THE SEAFRONT RESOURCES CORPORATION ACGR FOR 2015

Page 4 of the

zOlif ACcR-Compsition of the Board for 2015

Helen Y- llee

trlEO

NA"T

Hominatlon Committee

March

May26,2015

Perry Y. Uy

Nicasie l.

Alantara

NA{'

N*.* NA*

Nominatio* €o:nrnittee

Feb.

Norninatien Committee

Sept.

Arturo

Maulio*'No Relation Yrronne

NED

Yuchengeo

MedelT. Nera

Atbert

N.A**

NED

S. Yuchengco

Reynalde B"Vea

l.lA.*

May26- 2015

20tr) May26,2015

et-

May26" 20151

4years

1995

May26,2O15

Nomination Committee

July 25.

Nominatien Committee

MaY 19, 20L1

May242OL5

2m7

Re*sd

from tre

*clkn

lrxffiy

s-1$2e12

5 years

$.1e.2eu

12 years

Annrnt MeetinE 5-1&2012 Annual

Meetins $'1$2012

5 years

I years

Meetins 15 years

NED

NA.{

Nomination Cemrnittee

June 13, 1996

May26,2015

5-1G'2012 Annuat

NED

NA*

Nornination Committee

May

May26'2015

5*10Ft012

3 years

May26.20151

Annual Meetins s-10-2e12 Annual Meetine

NAI

Arturo B.

Maulior'No Relation

12 years

Annual

Meetine

20,

2010 EmestineCarmenJo \fitlareaFFernando

$.1e-201? Annual Meetine Annua! Meetlne

2A 2tr!7 August

X0pars

Meetins

20s2 ED

tvtilagrmV. ReYes

5rtt}2012 Annual

19,

rulw*ng Jauary 0a 4112.

MaY 10, 2012

3 years

year

Fage 7 of the 2012 ACGR

Sharehotding in the Company (for 2015|

Board of DireGors who direstlY and comptete the following tabte on the mernbers of the compant's indirectly own shares in the company:

1,917,084

Helen Y. Dee

Milaerosv. Reyes

t.27Vs,

Perry Y. Uy Albert S. Yuchengco Wonne S. Yuchengco

.(X)02?6

325 1

425

Nicasio l. Alcantara Revnaldo B.Vea

.m296

2,834

MedelT. Nera

Ernestine Carmen Jo D" Villareal-Fernando

L917,8fftshares

TOTAT

165,ffi)

page 11 ef the 2012 ACGR

16?,834

- Voting Resuh sf the last Annual General

Meeting for lo15

9!),4t)1,049 or 60.982%

99,rKl1,o4g or6S.982% Ernestine Carmen Jo D. \fillareal-Fernando

1279e?6

Fqe 16 of the l0ll Meting for 2015

Chairrnan

AC€R

- Attendanee

of the Directors for the last Annual €eneral

1ffH6

May 26, 2015

1&196

May2O

10r)96

1ff)?6

10M,

lm96

&i33%

May 26 2015

833396

roQ%

May26,

Helen V- t}ee

2(}1s

Member

MilagrosV. Reyes

Merrber

Yvonne 5. Yuchengco

2015

Mernber

Medett

May26,

Nera

2015

Member

May26

Reynaldo B-Vea

2015

Mernkr

Maf 26.

Atberts. Yuchengco

2e15

Member

PerryY.

May26, 2t)15

lndependent

Nieasio l" Alcantara

tndependent

Ernestine Carmen

Jo D.

VillareaF'

Fernando

MaV

2015

5. Fage 18 of the 20fit ACGR - Remuneration Scherne tor 2O15

YES,

tetal rer*uneration of the Board of Directqrs and

Orffrcerc is disclesed

i* the Compant's DefinWe 2&lS

submitted to all stockholders of record and who approire and rattfy atl acts and resolutiens of the Board during the Annual Stockholders, Meetings-

Page 1$ of the 2me ACGR-ASg,regate Remuneration for 2O15

AggregpteRemuneration table on the aggregate remuneration accrued during the most recent Year:

Cl*pi"i* in. f.tto*ing

tc)

PerdiemAltowance

1l 2) 3)

Advances

Creditgranted Fension Plan/s

€ontributions

(dl

Pension Ptans, Obligations

incurred

(e) Life Insurance Premium (fl HospitalizationPlan te) Car Plan (hl Others (SpecifY)

None

l,lone

None

Nene

None

4| Stock Rights, Options and Warrants

(a)

Board

cf Directors

who own or are complete the following table, on the rnembers,ef the compant's Board of Directors shares: entitled to stock rights, options or urarrants over the carnpant's

(b) Amendments of lncentive Programs

programs introduced, including the Indicate any amendments and discontinuation of any incentive are subiect to approval during the these whether program. Disclose criteria used ln the creation of the Annual Stockholders' Meeting:

5) Remuneration of Management

ldentifu the five tSl members of managernent who are net at the same time executive directors and indicate the total remuneration received duringthe financial year:

Not Applicable

since Seafront is managed by

PetroEnerry Resources Corporation

Fage 21 of 2C12 ACGR

-Audit &mmittee for 2015

Page 22 oJ 20fi1 ACGR

Page 22

Nomination Comrnittee fur 2015

of z0fit ACGR - Remuneration f.ommittee for 2015

10. Page 22 of zOfilACGR

- Risk Management Conrmittee

for 2O15

11. Page 24 of 20fit ACGR - Period covered by the review for 2015

(c)

Period covered bythe revierar:

January 2075 to

12. Page 31 of 2012 ACGR

31 December 2075.

- Ournership Structure for 2015

{a} Hotding 596 shareholding or more

Majorrtyof the sharm are owned and

Pan Malayan Management and

lnvestrnent Co.. lnc. 15r444q11shares

Majority of the shares are owned by Trust AEcounts with CBC as Trustee. The Corporate acts of CBC are earried Trust Aecounts with CBC as Trustee. The Corprate acts of CBC are carried

Atty. Adan P- Profieta- Asst.

13. Page 32 of zalzAccR = ErGemal Auditot's

14. Page illl of 201ll ACGR

Fe for 2o15

- Date of Releae of Financial Report for 2015

March 31, 2015

15-

hge

of ZatzAcGR

- Disdosurc of Rpr for 2015

p"Tra:t

remaired yrrabte. Total csets incremd to php2fi) Miuion in 2014 ard net The said increase muld be attributed tothe pcitirre movements in tt"

I"_ I*.]l*t 3:l*: incorne increasedto PT3-4 Million.

inrrotments with PetroEnergy Resources Corporation and Benguet Corporation.

16- Page

:14

of 2a{2Ac6R - Date of sendirg out nstices of zo15

April 2A,2(t75. fpublicotfon ef lr,a&be.- Morcfr

17. Page 35 of 20fit ACGR May

2075]

- tlate of Annual General Meeting

of 2015

26 zets

18' Page 35 of 20fit ACGR - Resuh of Annual Stockholders' Meeting's Resolutions of 2015 Approwl ef the Minutes of the Meetingcf

Appronl of Management Reprt and the Audited Finaraial Statements of ?$lrt Conlirmatrlon and Ratification of att acts, eontraets and investments made and

entered inta by

Management and/or , Eoard of Directors of the Company during !!g rcriod 15 May2014to 26 May2015 Eleetien of DireAon for 2015-201 6

Appointmentof SGV&Co. as external auditors of the Company for 2016

99,401.049 or6tl982?6

19. Page 35 of zOfiIACGR -stockhdder's Attendance of 2015

Ilrlrectorsl Ms. HelenY. Dee Mr. MedelT. Nera Ms.rfuonneS.Yuehergco Ms. MilagresV" ReYes (Fres.l Mr. PerryY. tjy ftreasurer] Mr. Nieasio l. Akantara Atty. Ernstine D. VillareaF

May 28 ao15

"22%

Fernande

A&erQfficers: AttT. Samuel V. Torres (Corporate Secretaryl

Atty. Arlan F" Frafeta

20. page

of lgfil

ACGR

- Elefinitirre lnfonnation

Sffiements & Management Report

Alt stockhotders as of record date who are eettHed to receive the Definitive Information are prowUed fur by the Companythrough mail and messengerial services-

ApA aA 2015

27 business days before the annual

MINUTES OF THE ANNUAL STOCKHOLDERS' MEETING OF SEAFRONT RESOURCES CORPORATION

DATE TIME ..'...'. PLACE

May 26,2015 1:30 p.m, t-"'.' _'-__ Rooms, ,577"528 YIAS Level 5, Podium

4, RCBC plaza

Building, Ayala cor. Sen, Gil J. Puyat Avenue5, Makati Gity

The Chairman, Ms.Helen Y. Dee, welcomed all the stockholders to the 2O1S negriir nnnuat SioCkholders' Meetihg, 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 S. Yuchengco Mr. Medel T. Nera Ms. Milagros V. Reyes Dr. Reynaldo B. Vea Mr. Perry Y. Uy Atty. Ernestine Carmen Jo D. Villareal-Fernando

Director Director Director Director/President Director 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 16,2015 either by mail or through messengerial services. The Corporate Secretary atso certified that the Notice of the Meeting was published in the Manila Bulletin on March 11, 2015, as evidenced by an affidavit of Ms. Rodora R. Beltran, Audit Supervisor of the said publication, which was likewise presented and submitted. The Chairman requested that the above affidavit be attached to the Minutes.

ffi7+

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 properly brought b_d?1". tf_e^noOYr, with.atlendance of shareholders pr"."ni in person covering 1,991,1 50 shares (1.222%) and 97,409,899 shares (59.761%) represented by proxy, for a total of 99,401,049 shares (60.982%) out of the 163,000,000 total outstanding shares. Thereafter, the Chairman called the meeting to order.

REGULAR ANNUAL III. APPROVAL OF THE MINUTES OF THE STOCKHOLDERS' MEETING HELD ON MAY 15,2014

LA:I

the minutes of the requested the sharehotders :present to review The Chairman .:: -'l'.:::'':::-': "'rlast Regular Anhual Stockholder's Meeting held on May 15, 2A14, copies of which were earlier distributed. Upon motion duly made and seconded, the reaOing of the minutes was dispensed with, and the following resolution was unanimously approved:

"RESOIVED, That the Minutes

of the

Regular Annual Stockholders'

Meeting held on May 15, 201 4 be, as if is hereby, approved."

IV. APPROVAL OF MANAGEMENT REPORT FINANCIAL STATEMENTS

AND THE 2A14

AUDITED

The Chairman calted the attention of the stockholders regarding the Managemenl Report and the 2014 Audited Financia! Statements which were earlier dis-tributed 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 2A14 year-end report, including some updates. The President reported the following, to wit:

SRC Annual Stockholders' Meeting, May 26,2015 Page 2

"Dear Fellow Stockholders:

The past year has been rather good year for the Company, as the " country's growth rate of 63% also brought in more investors to our Hermosa Ecozone.

'The sefuices sector was the ,main economic driver, particularly

the

bu.siness.processoutsourcihg,andealestateand|easin$ Your Company's financial position remained viabfe, Total,assets increased to PZOO' Million int 20t14, and net income increased to'P3.4 Million These :---positive movements in the market re mainlv fncreases we r the result of prices of our investments in PetroEnergy Resources Corporation and in

Last year, our investment company in Bataan, the Hermosa Ecozone DeVelopment Corporation (HEDC) was able to sell 3 3 hectares priced at P93.1 Million, ln addition, serious expressions of interest from a numbei of prospective buyers prompted HEDC to further develop the Phase ll of the Industrial Park. a

HEDC , also managed to obtain a License to Sell and Certificate of Registration for an additional 52.46 hectares in Phase ll.

It is projected that the country will continue to have a strong GDP growth for 2A15 and 2016. This sustained growth is expected to bring about opportunities, most especially, in the real estate redevetopment; and this is one of the areas your Company is planning to try to pursue.

We hope you will continue to support your Company as it ventures

into

new areas of endeavor.

Thank you."

A/F+ SRC Annual Stockholders' Meeting, May 26,2015 Paoe 3

After the report, and there being no questions raised by the stockholders, following resolution was adonte.!., upon motion made, seconded, and carried:

the

,, "RESOLVED, as it is hereby resolved, that the 2014 Management Report and the 2014 Auditied Financiat Statemenfs, as made. available to the stockholders, be as they are hereby, noted and approved."

coNFtRrvlArtoru'AND RArlFlCArloN oF, A-LL AcrstRE _ol,qll-qlL cONfRAcTS AND INVESTMETTS, MADE AND ENTERED lNTo BY TH.E ioAnO' oF DtREcroRS ,AND''MnNnceMiNi DU-RING rHE PERIoD MAY 15,2014 TO MAY 26,2A15

Upon motion made, seconded and carried, a resolution was adopted, as follows: "RES,OL;VED, as it is hereby resolved that

all

acts, resolutio.ns, contracls

'aid.ii,uestments made by Managemeyt and/or the Board of Directys

flr

the..perioidMay15,2014toMar26,2:015,be.asthey confirmed, ratified and approved."

vt. ELECTTON OF N|NE (9) wIEMBERS OF THE BOARD OF DIRECTORS

FOR

THE YEARS 2015.2016

The Chairman then tackled the next item in the Agenda. She discussed that for the purposes of election to the Board of Directors and in a1o1!ance.*'ll t".11:: 6 of Article ll of the Company's Amended By-Laws, ?hy and all nominali .ons shall be submitted to and received at the principal oTfice 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 th.? Board of Directors to be presented to the stockholders during the Annual

l:Meeting

SRC Annual Stockholders' Meeting, May 26,2015

Page 4

She then asked the Corporate Secretary if he has the list of nominees to the Board of Directors. The Corporate Secretary replied 1n the affirmative and that as of May 14,2014, the deadline for nominations, there were nine (9) nominees, screened and short liste- by Nomination Commlttee for election as members of

the Board of Directors,'namely:

HEI_EN.Y.,DEE,,' ...::.:....:::.:..l-..:.:......

:,,,

woNNE

S, YUCHENGCO ALBERT S, YUCHENGCO MILAGROS V. REYES

PERRYY: UY J B. VEA REYNALDO -' ' .,-. ,: r : T. 'NERA. MEDEL : :.,,.. .'...1 -. NICASIO I..ALCANTARA ERNESTINE CARMEN JO . D. VILLAREAL.FERNANDO ]

Directo_r ' '..:

Director Director DireCtor

DireClor ,l

Director Director Independent Director

':,"'

Independent Director

Since there were only nine (9) nominees representing nine (9) seats, ? motion was made, seconded and unanimously carried dispensinO wfh -the folmal 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 mernbers of the Board of Directors of the Corporation for the years 2015-2016.

VII.

APP.OINTMENT OF EXTERNAL AUDITORS

secon.dld,.lhe auditing firm of SyCip Gorres Velayo Upon motion duly made "n1 & Co. was reappointed as External Auditors of the Corporation for 2015 and for such purpose, the following resolution was unanimously approved:

'RESOLVED, That the auditing firm of SGV & Co., be as it is hereby, reappointed as External Auditors of the Company for the calendar year ending December 31 , 2015."

SRC Annual Stockholders' Meeting, May 26,

2015

ases

n ,1

VIII.

ADJOURNMENT

Since no other business was biought to the table, the meeting was adjourned upon motign duty made and seconded.

6ta

//ATTY. SEUUEL V: TORRES

Corporate SecretarY

ATTEST: ,..4,,,,,,

ihairman

SRC Annual Stockholders'Meetins,

t* 3t;J3,3