SEC 17 A Seafront 2020 Final

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noreply-cifssost@sec.gov.ph May 05, 2021 8:38 AM SEC CiFSS-OST Initial Acceptance

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SEC Registration No: 40979 Company Name: Seafront Resources Corporation Document Code: AFS This serves as temporary receipt of your submission.

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SECURITIES AND EXCHANGE COMMISSION Secretariat Building, PICC Complex, Roxas Boulevard, Pasay City, 1307, Metro Manila, Philippines THIS IS AN AUTOMATED MESSAGE - PLEASE DO NOT REPLY DIRECTLY TO THIS EMAIL The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any. The contents of this e-mail message and any attachments are confidential and are intended solely for the addressee. The information may also be legally privileged. This transmission is sent in trust, for the sole purpose of delivery to the intended recipient. If you have received this transmission in error, any use, reproduction or dissemination of this transmission is strictly prohibited. If you are not the intended recipient, please immediately notify the sender via e-mail or phone and delete this message and its attachments, if any.

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CO VER SH EET 4 0 9 7 9 SEC Registration Number S E A F R O N T

R E S O U R C E S

C O R P O R A T I O N

(Company’s Full Name) 7 T H

F L O O R

A D B

A V E N U E

P A S I G

J M T

B U I L D I N G

O R T I G A S

C E N T E R

C I T Y (Business Address: No. Street City/Town/Province)

MILAGROS V. REYES (Contact Person) 1 2 3 1 Month Day (Fiscal Year)

8637-2917 (Company Telephone Number) 1

Form Type 7 - A

0 6 Month

2 4 Day

(Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc.

Amended Articles Number/Section Total Amount of Borrowings

4,689 Total No. of Stockholders

Domestic

Foreign

__________________________________________________________________________________________ To be accomplished by SEC Personnel concerned

File Number

LCU

Document ID

Cashier

STAMPS Remarks: Please use BLACK ink for scanning purposes.

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SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1.

For the fiscal year ended December 31, 2020

2.

SEC Identification Number 40979

4.

Exact name of issuer as specified in its charter Seafront Resources Corporation

5.

Metro Manila, Philippines (SEC Use Only) Province, Country or other jurisdiction of incorporation or organization

3. BIR Tax Identification No.000-194-465-000

6.

Industry Classification Code:

7.

7th F, JMT Bldg., ADB Avenue, Ortigas Center, Pasig City Address of principal office

1605 Postal Code

8.

(632) 637-2917 Issuer's telephone number, including area code

9.

Not Applicable Former name, former address, and former fiscal year, if changed since last report.

10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class

Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding

Common (par value of P =1.00/share)

163,000,000

11. Are any or all of these securities listed on a Stock Exchange.

Yes [X] No [ ] If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports); Yes [X]

No [ ]

(b) has been subject to such filing requirements for the past ninety (90) days.

Yes [X] No [ ] 13. As of December 31, 2020 the aggregate market value of the voting stock held by non-affiliates of the Company is equivalent to Two Hundred Ninety Two Million Eight Hundred Eighty Thousand Seven Hundred Twenty Seven Pesos and 36/100. (P292,880,727.36) or 132,525,216 shares at P2.21/share.

2

APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission.

Not Applicable.

DOCUMENTS INCORPORATED BY REFERENCE 

2020 Audited Financial Statements (AFS)

3

TABLE OF CONTENTS Page No. PART I – BUSINESS AND GENERAL INFORMATION Item 1.

Item 2.

Item 3.

Item 4.

Business Development Properties Legal Proceedings Submission of Matters to a Vote of Security Holders

5 9 9 9

PART II – OPERATIONAL AND FINANCIAL INFORMATION Item 5.

Item 6.

Item 7.

Item 8.

Market for Registrant’s Common Equity and Related Stockholder’s Matters Management’s Discussion and Analysis or Plan of Operation Financial Statements Changes and Disagreements with Accountants on Accounting and Financial Disclosure

10 11 15 15

PART III – CONTROL AND COMPENSATION INFORMATION Item 9.

Item 10.

Item 11.

Item 12.

Directors and Executive Officers of the Registrant Executive Compensation Security Ownership of Certain Beneficial Owners and Management Certain Relationships and Related Transactions

16 19 20 21

PART IV – EXHIBITS AND SCHEDULES Item 13.

Item 14.

Exhibits and reports a. 2020 and 2019 Financial Statements with Management Responsibility b. Supplementary information and disclosures required on SRC Rule 68 and 68.1 as amended c. Sustainability Report d. Reports on SEC Form 17-C (Current Report) General Notes to Financial Statements

SIGNATURES

22

22 23

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PART I - BUSINESS AND GENERAL INFORMATION Description of Business Item 1 - Business Development Seafront Resources Corporation (the “Company”) 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.

Business of Issuer A. Investments in Financial Assets at Fair Value through Profit and Loss (FVTPL) (Notes 8 and 14 of the AFS) The Company maintains a portfolio of investments in stocks traded in the Philippine Stock Exchange and investment in Government Securities. These financial assets at FVTPL are carried at fair value as follows: Listed securities: Equity securities

2020

2019

P =38,399,292

P =45,288,418

B. Investment in Financial Assets at Fair value through other comprehensive income (FVOCI) (Notes 8 and 14 of the AFS) Financial assets at FVOCI consist of quoted and unquoted shares of stock held for long-term investment purposes and are carried at fair value. The carrying values of these investments are as follows Listed equity securities: PetroEnergy Resources Corporation (PERC) Benguet Corporation Non-listed equity security: Hermosa Ecozone Development Corporation (HEDC) Subscriptions payable to HEDC Investment in Government Securities

2020

2019

P =14,403,355 7,773,572 22,176,927

P =15,789,774 2,833,592 18,623,366

440,750,025 440,750,025 4,123,003 P =467,049,955

517,176,832 517,176,832 4,610,013 P =540,410,211

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 and Penta Capital Investment Corporation 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.

From inception to December 31, 2020, HEDC sold a total of 957,915 sqm. Out of this total, 230,053 sqm. or 24% were solely sold in 2020.

As of December 31, 2018, the Company has outstanding subscriptions payable to HEDC which amounted P =12.35 million. On January 25, 2019, the Company paid up all the subscription payable to HEDC. 5

The fair value of investment in HEDC is determined using the adjusted net asset 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 Securities and Exchange Commission - accredited independent valuer as at December 31, 2020 and 2019. 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 of the AFS. Products The Company has its investments in stocks (as discussed in the “Business of the Issuer”) as its principal product.

Total revenue as of December 31, 2020 amounted to P35.033 million, bulk of which is from the dividend income from the investment in HEDC. Other than discussed, the Company has no principal product which contributes 10% or more to sales or revenues. No government approval is needed for its principal product.

Percentage of sale or revenue and net income contributed by foreign sales There are no revenues from foreign sales.

Distribution Method Not applicable Status of publicly –announced new product or service The Company has no new product or service.

Competition The Company itself has no competitor because it is a holding company. Its major investment, HEDC has competitors such as Clark Development Corporation, Subic Gateway Park and other nearby industrial zones.

Sources and Availability of Raw Materials and Names of Principal Suppliers The Company is not into manufacturing and has no need for raw materials for its business.

Dependence on a single customer or few customers The Company is not dependent upon a single customer or a few customers.

Transaction with and/or dependence on related parties Not applicable Summary of principal terms and expiration dates of all patents, trademarks, copy rights, licenses, franchises, concessions and royalty agreements The Company has no existing patents, trademarks, copyrights, licenses, franchises, concessions or royalty agreements.

Need for Government approvals of Principal Products and effect of existing or probable governmental regulation No government approval is needed for its principal product.

Research and development activities No amount of money was spent for development activities for the last three fiscal years. The Company does not intend to acquire additional properties in the next twelve (12) months. However, the Company can sustain its need for operating expenses in the ordinary course of business.

Total number of employees The Company has no employees; PERC provides administrative, accounting and legal services to the Company.

The Company does not anticipate any special undertaking that would warrant hiring some people for regular employment.

Risk Factors Political, Economic and Legal Risks in the Philippines 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, 6

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 volatility and lower value of the stock market, lower credit rating of the country and the reduction of the country’s foreign currency reserves. There has also been growing concerns about the unrestrained judicial intervention in major infrastructure project of the government.

There is no assurance that the political environment in the Philippines will be stable and that current or future governments will adopt economic policies conducive to sustained economic growth.

The general political situation in and the state of the economy of the Philippines may influence the growth and profitability of the Company. Any future political or economic instability in these countries may have a negative effect on the financial results of the Company.

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. To date, the Company has not experienced any significant problems with respect to its equity partners.

Financial Risk Management Objectives and Policies (Note 14 of AFS) The Company’s financial instruments comprise cash and cash equivalents, receivables, financial assets, accounts payable and accrued expenses and subscriptions payable. The main purpose 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. a. 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 liquidity requirements of the Company. Investments in unquoted equity securities classified as financial assets at FVOCI amounted to P440.75 million and P517.18 million, as of December 31, 2020 and 2019, respectively.

The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk.

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.

The Company’s accounts payable and accrued expenses are all settled on a monthly basis.

Please refer to Note 14 of the AFS for the maturity profile of the Company’s financial assets and liabilities. b. 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 entityspecific 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.

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Please refer to Note 14 of the AFS for the analysis performed for reasonably possible change in the market price of quoted shares classified as financial assets at FVTPL. Equity Price Risk The Company closely monitors the prices of its debt and equity securities as well as macroeconomic and entityspecific 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.

Such investment securities are subject to price risk due to changes in market values of instruments arising either from factors specific to individual instruments or their issuers, or factors affecting all instruments traded in the market.

Interest Rate Risk 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.

There is no other impact on the Company’s equity other than those already affecting net income. c. 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, 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 determine whether the debt instrument has significantly increased in credit risk and to estimate ECLs. The Company considers its cash and cash equivalents 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, 2020 and 2019. No receivables are considered credit-impaired.

As of December 31, 2020 and 2019, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.

Please refer to Note 14 of the AFS for the maximum credit risk exposures on the financial instruments.

Capital Management The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders' 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 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, accrued expenses and subscriptions payable.

Total equity includes capital stock, net unrealized gains (losses) on financial assets at FVOCI and retained earnings (deficit).

The Company has no externally imposed capital requirements as of December 31, 2020 and 2019.

Please refer to Note 15 of the AFS for the table of the debt-to-equity ratios of the Company as of December 31, 2020 and 2019, respectively: 8

There were no changes in the objectives, policies or processes for the years ended December 31, 2020 and 2019.

Item 2 - Properties Aside from the investments in Financial Assets discussed above, the Company owns two parking lot slots in Tektite Tower in Ortigas City. This property is accounted as investment property of the Company. In 2013, the Company fully depreciated the investment. Fair value of this investment is estimated at ₱800,000 - ₱1,000,000 per slot.

Item 3 - Legal Proceedings There are no pending legal proceedings to which the Company is party or which any of its property is the subject.

Item 4 - Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report.

9

PART II - OPERATIONAL AND FINANCIAL INFORMATION Item 5 - Market for Registrant’s Common Equity and Related Stockholder Matters a)

Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters 1.

Market Information Stock Market Price and Dividend on Registrant’s Common Equity (last 2 years) 1st Quarter 2020 2019

2nd Quarter 2020 2019

3rd Quarter 2020 2019

P1.00

P1.00

P1.00

P1.00

P1.00

P1.00

P1.00

P1.00

High

2.21

2.79

1.99

P1.00 2.45

2.80

2.80

2.30

2.45

2.79

Low

1.90

2.35

1.78

2.38

1.81

2.41

1.81

2.20

2.20

.093M

.194M

.237M

.246M

1.164M

2.196M

0.984M

ParValue

Volume

2.

.249M

.244M

4th Quarter 2020 2019

1st Q 2021

Holders As of December 31, 2020, the Company has 4,689 stockholders.

Hereunder is the list of the top 20 Stockholders (as of 31 December 2020): Stockholders Title of Class No. of Shares

1. PCD Nominee Corporation (Filipino) 2. Pan Malayan Mgnt & Inv. Corp. (PMMIC) 3. Alsons Consolidated Resources, Inc. 4. China Banking Corporation T/A-SCA-#0010 5 China Banking Corporation T/A-SCA-#0011 6. House of Investments, Inc. 7. Yuchengco, Alfonso T. 8. Hydee Management & Resources Corporation 9. China Banking Corporation T/A-SCA-#0013 10. China Banking Corporation T/A-SCA-#0012 11 PCD Nominee Corporation (NF) 12. Ong, Clemente 13. Pacific Basin Sec. Co., Inc. 14. Floreindo, Antonio O. 15. Paz, Wenceslao R. de la 16. A.T. Yuchengco, Inc. 17. Pua Yok Bing 18. Reyes, Vicenta S. 19. Santiago, Violeta G. 20. Kensigton Management Corporation Sub-Total Others Grand Total

Common Common Common Common Common Common Common Common Common Common Common Common Common Common Common Common Common Common Common Common

Percent of Class

66,526,584 30,469,858 15,544,911 14,178,625 10,204,120 4,697,613 1,283,348 1,042,093 571,427 556,122 341,534 287,644 271,248 214,104 195,594 186,637 159,799 147,850 147,655 138,207 147,164,973 15,835,027 163,000,000

1.

None of the holders of the Company’s common shares registered under the name of PCD owns more than 5% of the Company’s common shares.

2.

The corporate acts of PMMIC are carried out by its Board of Directors and Management. Ms. Helen Y. Dee is the current Chairman of the Company.

3.

The corporate acts of Alsons Consolidated Resources Inc. are carried out by its Board of Directors. Mr. Tomas I. Alcantara is the current President of the Company.

4.

CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts between China Banking Corporation as Trustee. The Corporate acts of CBC are carried out by its Board of Directors and Management. Mr. William C. Whang is the current CBC President and COO.

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40.81% 18.69% 9.54% 8.70% 6.26% 2.88% 0.79% 0.64% 0.35% 0.34% 0.21% 0.18% 0.17% 0.13% 0.12% 0.11% 0.10% 0.09% 0.09% 0.08% 90.28% 9.72% 100%

As of December 31, 2020, the Company has a total of 163,000,000 shares issued and outstanding. Of the total outstanding common capital stock, 162,155,756 shares or 99.48% are owned by Filipino citizens, while 844,244 shares or 0.52% are owned by foreigners.

1.

Minimum Public Ownership The Company is compliant with the required Minimum Public Ownership of at least 10% of the total issued and outstanding capital stock, as mandated by Section 3, Article XVIII of the Continuing Listing Requirements of the Listing and Disclosure Rules. As of December 31, 2019, the Company’s public float was 81.30%.

2.

Dividends In accordance with the Corporation Code of the Philippines, the Company intends to declare dividends (either in cash or stock or both) in the future. Shareholders of the Company are entitled to receive a proportionate share in cash dividends that may be declared by the Board of Directors out of surplus profits derived from the Company’s operations. The same right exists with respect to a stock dividend, the declaration of which is subject to the approval of stockholders representing at least two-thirds (2/3) of the outstanding shares entitled to vote. The amount of dividend will depend on the Company’s profits and its capital expenditure and investment requirements at the relevant time.

The Company did not declare any cash or stock dividends in the last two (2) fiscal years 2020 and 2019.

The last stock dividend (15%) was paid in 1997. Prior to 1997, the last cash/stock dividend paid was in 1990.

3.

Recent sale of Unregistered Securities There was no sale of unregistered securities for the past three years.

b)

Description of Registrant’s Securities 1. Common Stock The details of the Company’s capital stock are as follows: No. of Shares

Authorized (P 1.00 par value) Issued and outstanding 2. Debt Securities - Not Applicable

388,000,000 163,000,000

3. Stock Options - Not Applicable 4. Securities Subject to Redemption call – Not Applicable 5. Warrants – Not applicable 6. Market Information for Securities Other than Common Equity – Not Applicable 7. Other Securities – Not Applicable

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Amount P388,000,000.00 P163,000,000.00

Item 6 - Management’s Discussion and Analysis or Plan of Operation Management’s Discussion and Analysis of Financial Conditions and Results of Operations 1. Financial Condition (As of December 31, 2020 and 2019)

ASSETS Cash & cash equivalents Financial assets at fair value through profit or loss (FVTPL) Receivables Other current assets Financial assets at fairvalue through other comprehensive income (FVOCI) TOTAL ASSETS

31-Dec-20

31-Dec-19

P77,117,729

P43,037,269

79.19%

13.20%

38,399,292 353,174 1,175,050 467,049,955

45,288,418 406,512 1,068,543 540,410,211

-15.21% -13.12% 9.97% -13.57%

6.57% 0.06% 0.20% 79.96%

584,095,200

630,210,953

-7.32%

100.00%

802,286 51,104,350 51,906,636

582,595 62,568,371 63,150,966

37.71% -18.32% -17.81%

0.14% 8.75% 8.89%

532,188,564 P584,095,200

567,059,987 P630,210,953

-6.15% -7.32%

91.11% 100.00%

% Change % in Total Asset

LIABILITIES AND EQUITY Accounts payable and accrued expenses Deferred tax liability TOTAL LIABILITIES EQUITY TOTAL LIABILITIES AND EQUITY

Total assets amounted to P584.095 million and P630.211 million as of December 31, 2020 and December 31, 2019, respectively.

The Company’s cash and cash equivalents amounted to P77.118 million and P43.037 million as of December 31, 2020 and 2019, respectively. The 79.19% net increase was due to cash dividends received during the year, net of payment of working capital requirements.

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 market values of investments in stocks traded at PSE. The 13.12% net decline in Receivables mainly pertains to receipt of dividends, interest income and other income during the period.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to P1.175 million and P1.069 million as of December 31, 2020 and 2019, respectively. The 9.97% net increase in this account mainly represents additional input taxes recorded during the period.

Financial Assets at fair value through other comprehensive income account as of December 31, 2020 amounted to P467.050 million as compared with December 31, 2019 of P540.410 million. The net decrease pertains to the downward adjustment of the revaluation of the investment in HEDC (please refer to Note 8 of the 2020 AFS).

Accounts payable and accrued expenses amounted toP0.802 million and P0.583 million as of December 31, 2020 and December 31, 2019, respectively. The 37.71% net increase in this account is due to accrual of professional fees and other expenses during the period.

The Company recognized Deferred tax liability amounting to P51.104 million and P62.568 million. 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% capital gains tax should there be any sale of HEDC shares.

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Total Stockholders’ Equity as of December 31, 2020 is P532.189 million or P3.26/share book value as compared to December 31, 2020 of P567.060 million or P3.48 book value per share.

2. Results of Operations (For the years ended December 31, 2020, 2019 and 2018)

31-Dec-20 REVENUES Dividend income Interest income Net gains on fair value changes on financial assets at fair value through profit or loss Other income-net Foreign exchange gain TOTAL REVENUES COST AND EXPENSES General & administrative Foreign exchange loss Net loss on fair value changes on financial assets at fair value through profit or loss TOTAL EXPENSES Income/(Loss) before income tax Provision for income tax NET INCOME (LOSS)

31-Dec-19

31-Dec-18

P 34,029,410 P 33,463,784 P 12,885,767 666,938 415,615 117,951

% Change % in Total 2020 vs. 2019 Revenue 1.69% 60.47%

97.13% 1.90%

336,857 35,033,205

437,517 328,897 34,645,813

352,337 5,573 13,361,628

-100.00% 2.42% 0.00% 1.12%

0.00% 0.96% 0.00% 100.00%

1,637,426 1,754

2,216,330 1,232

2,217,206 -

-26.12% 42.37%

4.67% 0.01%

6,889,126 8,528,306 26,504,899 6,737 P 26,498,162

2,217,562 32,428,251 6,578 32,421,673

17,994,390 20,211,596 (6,849,968) 7,047 (6,857,015)

100.00% 284.58% -18.27% 2.42% -18.27%

19.66% 24.34% 75.66% 0.02% 75.64%

The Company posted a Net income of P26.498 million or P0.1626 earnings per share as of December 31, 2020 as compared with P32.422 million or P0.1989 earnings per share in December 31, 2019. The downturn in the bottomline figure is mainly due to the negative movements of the market values of the investments in stocks traded in the PSE. Dividend income amounted to P34.029 million and P33.464 million as of December 31, 2020 and December 31, 2019. Bulk of this amounts pertains to cash dividend from HEDC. The changes in market values (of investment in stocks at FVTPL) amounted to net loss of P6.889 million as of December 31, 2020 as compared to net gain of P0.438 million as of December 31, 2019. The downturn is mainly due to the negative movements of the market values of the investments in stocks traded in the PSE, resulting from the slump of the market due to the COVID 19 pandemic.

Interest income amounted to P0.667 million and P0.416 as of December 31, 2020 and December 31, 2019, respectively. The increase is attributed to higher interests from Money Market Placement during the year.

Other income as of December 31, 2020 and 2019 pertains to - accounting services rendered by the Company to HEDC and rental income.

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 restrictions brought about by the COVID 19 pandemic.

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.

13

3. Financial Conditions (As of December 31, 2019 and 2018) Total assets amounted to P630.211 million and P485.126 million as of December 31, 2019 and December 31, 2018, respectively. The increase is mainly due to the fair value re-measurement of the investment in HEDC shares based on current market valuation (of the land held for sale of HEDC).

The Company’s cash and cash equivalents amounted to P43.037 million and P10.402 million as of December 31, 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, 2019 and as of December 31, 2018, respectively. The minimal change of 0.98% is due to market value movements in the market values of investments in stock traded at PSE. 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 pertains to collection of HEDCs cash dividend declaration on August 2018; payable on January 2019.

Other current assets consists of prepayments, prepaid taxes and input tax carry-overs. This amounted to P1.069 million and P0.982 million as of December 31, 2019 and 2018, respectively. The 8.85% net increase pertains to additional input taxes incurred during the period.

Financial Assets at fair value through other comprehensive income account as of December 31, 2019 amounted to P540.410 million as compared to December 31, 2018 of P416.353 million. The net increase pertains to upward adjustment of the revaluation of the investment in HEDC. Accounts payable and accrued expenses amounted to P0.583 million and P0.655 million as of December 31, 2019 and December 31, 2018, respectively. The 11.03% net decrease in this account is due to lower accrual of professional fees and other expenses during the period.

The Company recognized deferred tax liability amounting to P62.568 million and P45.901 million. This pertains to the set-up of 15% tax liability on the market value movement of the Company’s investment in HEDC. Total Stockholders’ Equity as of December 31, 2019 amounted to P567.060 million or P3.48 book value per share as compared with December 31, 2018 of P438.570 million or P2.69 book value per share.

4. Results of Operations (For the years ended December 31, 2019 and 2018) The Company posted a net income of P32.422 million or P0.20 earnings per share in December 31, 2019 as compared to net loss of P6.857 million as of December 31, 2018. The upturn of the bottom-line figure is mainly due to the positive movements of the market values of the investments in stocks traded in the PSE and higher dividend income.

The significant increase in dividend income from P12.886 million in 2018 to P33.464 million in 2019 is mainly due to higher cash dividend declaration of HEDC during the period.

Interest income amounted to P0.416 million and P0.118 as of December 31, 2019 and December 31, 2018, respectively. The increase is attributed to higher interests from Money Market Placement during the year.

Other income as of December 31, 2019 and 2018 pertains to recurring service income for accounting services rendered by the Company to HEDC and rental income.

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 regain of the of the market values of the investments in stocks traded in the PSE. General and administrative expenses amounted to P2.216 million and P2.217 million as of December 31, 2019 and December 31, 2018, respectively.

14

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.

Except for items discussed above, there are no more changes in the financial statements that will reach the materiality threshold of 5%.

The Philippine economy is still affected by economic crisis, resulting in fluctuating foreign exchange rates and increase stock market uncertainties. Uncertainties remain as to whether the country will continue to be affected by regional trends in the coming months. The financial statements do not include any adjustments that might result from these uncertainties. Related effects will be reported in the financial statements, as they become known and estimable.

Key Performance Indicators (KPI) Please refer to Financial Soundness Indicators Plan of Operations A. Investment in AFS not traded in the market (Investment in HEDC) As of December 31, 2020 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 finance the development of the undeveloped portions of the property. Portions of the proceeds were also declared as dividends to its stockholders.

B. Investment in Financial Assets at FVTPL and FVOCI traded in the market The Company will continue to closely monitor the prices of its securities as well as those specific factors which could directly or indirectly affect the prices of these instruments. Because such investments are subject to price risk due to changes in market values, an expected decline in the portfolio will prompt the Company to dispose or trade the securities for replacement with more viable and less risky investments in the future.

With the Company’s current cash position, it can sustain its needs for its operating expenses. There are no possible material commitment expected in the next twelve months. Thus, it does not intend to raise additional funds.

Aside from the Company’s investments stated above, there are no other researches or development plans, and purchase or sale of significant equipment that the Company expects perform.

Liquidity management 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. Investment in unquoted securities included in financial assets at FVOCI amounted to P467.050 million and P540.410 million as of December 31, 2020 and 2019, respectively.

Management of liquidity requires a flow and stock perspective. Constraint such as political environment, taxation, foreign exchange, interest rates and other environmental factors can impose significant restrictions on firms in management of their financial liquidity.

Seafront has considered the above factors and paid special attention to its cash flow management. The Company identifies all its cash requirements for a certain period and invests unrestricted funds to maximize interest earnings, i.e. money market placements.

Commitments There are no known trends, demands, commitments, events or uncertainties that will have material impact on the Company’s liquidity.

15

Item 7 - Financial Statements The 2020 AFS of the Company are incorporated herein by reference. The schedules listed in the accompanying index to Supplementary Schedules are filed as part of this Form 17-A. Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Information on Independent Auditor 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 and will nominate the reappointment of the said auditing firm for the stockholders’ approval at the scheduled annual stockholders’ meeting. The said auditing firm has accepted the Company’s invitation to stand for re-election this year.

Audit services of SGV for the calendar year ended December 31, 2020 are the examination of the financial statements of the Company, review of income tax returns and other services related to filing of reports made with the Securities and Exchange Commission and Bureau of Internal Revenue.

Pursuant to SRC Rule 68 Paragraph 3 (b) (1V) (Re: Rotation of External Auditors), the Company has not engaged Ms. Ana Lea Bergado, partner of SGV & Co., for more than five (5) years. She was engaged by the Company for examination of the Company’s 2020 AFS. 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 cooling off period shall be observed in the re-engagement of same signing partner or individual auditor.

Disagreements with Accountants on Accounting and Financial Disclosures As of December 31, 2020, there are no disagreements with Accountants on Accounting and Financial Disclosure.

Audit and audit- related fees External audit fees amounted to P388,080 (inclusive of VAT) as of December 31, 2020. Said fees are for the audit and review of registrant’s annual financial statements and other services rendered in connection with filing of said financial statements with the government institution such as SEC and BIR. There were no fees paid or accrued for the last two years relative to tax accounting, compliance, advice, planning and any other form of tax services.

The Audit Committee approved the above fees based on the services rendered and the amount paid from the previous year’s audit.

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 upon and approves the Audit Committee’s recommendations. The members of the Audit Committee are as follows: Nicasio I. Alcantara

-

Medel T. Nera Ernestine Carmen Jo D. Villareal-Fernando

-

16

Chairman Independent Director Member Member Independent Director

PART III - CONTROL AND COMPENSATION INFORMATION Item 9 - Directors and Executive Officers of the Registrant Roberto Jose L. Castillo Milagros V. Reyes Ernestine Carmen Jo Villareal-Fernando Nicasio I. Alcantara Raul M. Leopando Victor V. Benavidez Yvonne S. Yuchengco Perry Y. Uy Medel T. Nera Officers: Milagros V. Reyes Perry Y. Uy Samuel V. Torres Arlan P. Profeta

-

Chairman of the Board President and Director Independent Director Independent Director Director Director Director Treasurer and Director Director President Treasurer Corporate Secretary Asst. Corporate Secretary

a) Board of Directors Seafront’s Board of Directors is composed of nine (9) members elected by and from among the Company’s stockholders. The Board is responsible for providing overall management and direction to the Company. 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 Directors is provided below: Directors: Name of Director Roberto Jose L. Castillo Milagros V. Reyes Perry Y. Uy Raul M. Leopando Yvonne S. Yuchengco Nicasio I. Alcantara Victor V. Benavidez Medel T. Nera Ernestine Carmen Jo D. Villareal-Fernando

Age

Position

Nationality

Tenure

67 79 75 69 67 78 69 65 59

Chairman of the Board Director/President Director/Treasurer Director Director Independent Director Director Director Independent Director

Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino

2018 to present 1999 to present 2007 to present 2017 to present 2000 to present 1995 to present 2017 to present 2011 to present 2012 to present

Age 79 75 56 47

Position President Treasurer Corporate Secretary Asst. Corporate Secretary

Nationality Filipino Filipino Filipino Filipino

Tenure 1999 to present 2007 to present 2006 to present 2008 to present

Executive Officers: Name of officer Milagros V. Reyes Perry Y. Uy Atty. Samuel V. Torres Atty. Arlan P. Profeta

The members of the Board are elected at the Annual Stockholders’ Meeting to hold office until the next Annual Stockholders’ Meeting and until their respective successors have been appointed or elected and qualified.

17

Below is the list of the members of the Board and the corporate officers, and their business experience during the past five (5) years: Mr. Roberto Jose L. Castillo, 67, Filipino, is presently the President & CEO of EEI Corporation, an 87-year old 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 Hospitality Holdings Philippines, Inc. and Tong Hsing Electronics Philippines, Inc. He is also Chairman of the Advisory Board, Carmelray Industrial Corporation and Chairman CJC Corporation.

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, University of Santo Tomas. Professional Qualification: Certified Public Accountant (CPA) Ms. Milagros V. Reyes, 79, Filipino, is presently the Chairman/President of PetroGreen Energy Corporation, Chairman of Maibarara Geothermal, Inc. She is also the President of PetroEnergy Resources Corporation, an oil exploration and development company She is also a Director of Ipeople, Inc., Director/Treasurer of Hermosa Ecozone & Development Corporation. She was formerly a Director/Consultant of PNOC-EC and a Senior Vice President of Basic Petroleum and Minerals, 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., University of Illinois and Ajman Fields in U.A.E. Mr. Perry Y. Uy, 75, Filipino, is presently the President of Manila Memorial Park. He is a Director of La Funeraria Paz, Sucat. He is also an Ex-Com member of Manila Memorial Park and La Funeraria Paz, Sucat. He is formerly a member of the Board of Directors of various companies such as: RCBC Realty Corp., EEI Corporation, I People, Inc., Landev Corp., Hi-Esai, First Malayan Leasing, Subic Power Corporation, Malayan Colleges Laguna, Inc., Honda Cars, Inc. in Quezon City/Kalookan and Isuzu Manila.

Educational Background: Bachelor of Science in Mechanical Engineering from De La Salle University, Master’s Degree in Business Administration at Wharton Graduate School of the University of Pennsylvania.

Mr. Raul M. Leopando, 69, Filipino, He is the Chairman of RCBC Securities, Inc., President and Director of Investment Houses Association of the Phils. (IHAP), Consultant of RCBC Capital Corporation, Director, Bankard, Inc. He is also formerly Chairman of the Board and Nominee of Philippine Stock Exchange, Inc and formerly President and CEO of RCBC Capital Corporation.

Educational Background: Bachelor of Arts in Economics from the University of the Philippines and Bachelor of Science in Commerce-Accounting from San Beda College.

Ms. Yvonne S. Yuchengco, 67, Filipino, is the Chairperson/President/Director of Phil. Integrated Advertising Agency, Inc., Royal Commons, Inc., Y Realty Corporation, Y Tower II Office Condominium Corporation, Yuchengco Museum, Inc., Yuchengco Tower Office Cond. Corporation, Chairperson of XYZ Assets Corporation, Director/President of Alto Pacific Corporation, RCBC Land, Inc., Mico Equities, Inc. She is Director/Treasurer of Honda Cars Kaloocan, Inc., Malayan High School of Science, Inc., Mona Lisa Development Corporation, PetroEnergy Resources Corporation, Water Dragon, Inc., DirectorTreasurer/CFO of Pan Malayan Mgm’t. & Inv’t.

Corp., Director/Vice Chairperson of Malayan Insurance Co., Inc., Director/Vice President/Treasurer of Pan Managers, Inc., Trustee/Chairperson of The Malayan Plaza Condominium Owners Association, Inc., Trustee of AY Foundation, Inc, Mapua Institute of Technology, Inc., Phil-Asia Assistance Foundation, Inc., She is a member of Advisory Committee of Rizal Banking Corporation, Director/Corporate Secretary of MPC Investment Corporation. She is also a member of the Board of Directors of the following companies: Annabelle Y. 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., La Funeraria Paz, Inc.-Sucat, Luisita Industrial Park Corp., Malayan College Laguna, Inc., Malayan Colleges, Inc., Malayan High School of Science, Inc., Malayan International Insurance Corp., Manila Memorial Park Cemetery, Inc., National Reinsurance Corporation of the Philippines, Pan Malayan Express, Inc., Pan Malayan Realty Corporation, Shayamala Corporation and YGC Corporate Services, Inc, Yuchengco Center, Inc. Educational Background: Bachelor of Arts in Interdisciplinary Studies from the Ateneo De Manila University.

18

Mr. Nicasio I. Alcantara, 78, 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 Corporation and other subsidiaries under the Alcantara Group. He is the Chairman of the Board 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 Audit Committee. He is the Vice Chairman of Avaina Development Corporation. He is a Director of The Philodrill 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, C Alcantara & Sons, Inc. and Alsons Corporation.

Educational Background: Bachelor of Science in Business Administration from the Ateneo de Manila University, Master’s in Business Administration from Sta. Clara University, California, USA. Mr. Victor V. Benavidez, 69, 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 Tagaytay Properties & Holdings Corporation, Columnist, The Daily Globe, Investment Research Consultant of James Capel, Manager/Corplan of Banco Filipino and Manager/Investment Research of Anselmo Trinidad & Co. Educational Background: Bachelor of Science in Economics from the University of Sto. Tomas, Master’s Degree in Economics from the University of Sto. Tomas, Professional Development Program from CRC. MEDEL T. NERA, 65, Filipino, is a Director of House of Investments, Inc. from 2011 to present. He is also a Director of iPeople inc., EEI Corp., National Reinsurance Corporation and Generika Group. His past experiences include: President & CEO of House of Investments, Inc.; President of Honda Cars Kalookan, Inc., Director and President of RCBC Realty Corp.; Chairman of the Board of Greyhounds Security & Investigation Agency Corp., Zamboanga Industrial Finance Corporation, EEI Realty Corp., Hi-Eisai Pharmaceuticals Inc., Investments Manager Inc., Landev Corp., Malayan Colleges Laguna, Inc., Manila Memorial Park Cemetery Inc., YGC Corporate Services, Director and Chairman of Risk Committee of Rizal Commercial Banking Corp.; Director and Treasurer of CRIBS Foundation, Inc., and Senior Partner at Sycip Gorres Velayo & 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, 59, Filipino, is the Director of various corporation such as: Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, Jose E. Desiderio, Inc., Fuego y Hielo, Inc. Senior Partner, Platon Martinez Flores San Pedro Leano Fernando PanagsaganBantilan Law Office. Independent Director of RCBC Securities, Inc., RCBC Forex Brokers Corporation and RP Land Development Corporation, President-Trustee Delta Lambda Sigma Alumni Assn.

Educational Background: Bachelor of Laws from the University of the Philippines, A.B. Economics-College Scholar, Dean’s Medal from the University of the Philippines, Certificate in Math and Computer Programming at Michigan State University, Computer Center.

Atty. Samuel V. Torres, 56, Filipino, is the Gen. Counsel/Corporate Secretary of AY Foundation, Alto Pacific 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. GPL Cebu Tower Office Cond. Corp., GPL Holdings, Inc., Grepaland, Inc., Grepa Reality Holding 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., Investment Managers, Inc.,Landev Corporation, La Funeraria Paz-Sucat, Inc., Malayan High School of Science, Inc., Malayan Insurance Co., Inc., Mico Equities, Inc., Malayan Colleges, Inc., Malayan Colleges Laguna, Inc., Malayan Securities Corporation, Mapua Information Technology Center, Inc., MJ888 Corporation, Mona Lisa Development Corporation, Pan Malayan Management & Investment Corporation, Pan Malayan Realty Corporation, Pan Malayan Express, Inc., Pan Pacific Computer Center, Inc., People eServe Corporation, PetroEnergy Resources Corporation, Philippine Integrated Advertising Agency, Inc., Royal Commons, Inc.,RCBC Forex Corporation, RCBC Realty Corporation, RCBC Land, RCBC Securities, Inc., RCBC Bankard Services Corporation, RCBC Securities, Inc., RP Land Development Corporation, Seafront Resources 19

Corporation, Sun Life Grepa Financial, Inc., Yuchengco Museum, YGC Corporate Services, Inc., Y Realty Corporation, Y Tower II Office Condominium Corp., Yuchengco Tower Office Condominium Corp. and Xamdu Motors, Inc. Educational Background: Bachelor of Science in Business Economics from the University of the Philippines and Bachelor of Laws from Ateneo de Manila University.

Atty. Arlan P. Profeta, 47, Filipino, is the Asst. Corporate Secretary/Compliance Officer of PERC. He is the Corporate Secretary of Maibarara Geothermal, Inc., PetroGreen Energy Corporation and PetroSolar Corporation.

Corporate Secretary of PetroWind Energy, Inc. and formerly Tax Manager of Punongbayan and Araullo.

Educational Background: Bachelor of Science in Accountancy from San Beda College. He is a Certified Public Accountant. He took his Bachelor of Laws degree from the Arellano University School of Law. Significant Employees Other than the aforementioned Directors and Executive Officers identified in the item on Directors and Executive Officers in this report, there are no other employees of the Company who may have significant influence in the Company’s major and/or strategic planning and decision-making.

The Corporation values its human resources. It expects each employee to do his share in achieving the Corporation’s set goals.

There is no significant employee of the registrant that is expected to make significant contribution to the business.

The Directors of the Company are elected at the annual stockholders’ meeting to hold office until the next succeeding annual meeting and until their respective successors have been elected and qualified.

Officers are appointed or elected annually by the Board of Directors at its first meeting following the Annual Meeting of Stockholders, each to hold office until the next annual stockholders’ meeting or until a successor shall have been elected, appointed or shall have qualified.

Family Relationship There are no family relationships known to the Company.

Involvement in Certain Legal Proceedings For the past five (5) years, none of the Directors or Executive Officers was involved nor has any such officer or director has been involved in any legal cases under the Insolvency Law or the Philippine Revised Penal Code either as defendant or accused, nor has any such officer or director been the subject of any court order, judgment or decree barring, suspending or otherwise limiting him from engaging in the practice of any type of business including those connected with securities trading, investments, insurance or banking activities.

Certain Relationships and Related Transactions Please refer to Note 13 of the 2020 AFS for the disclosure of the related party transactions.

Aside from the disclosure in the Audited Financial Statements, there were no other related transactions or proposed transactions during the last two (2) years to which the registrant was or is to be a party.

Item 10 - Executive Compensation Compensation of Directors and Executive Officers Summary Compensation Table (CEO and Top 4 Highest Paid Executive Officer) Name Milagros V. Reyes Perry Y. Uy Atty. Samuel V. Torres Atty. Arlan P. Profeta

Designation President Treasurer Corporate Secretary Asst. Corporate Secretary

20

Compensation * -

Summary Compensation Table (All Directors as a group)

Particulars

Year

Salary

2017 2018 All Directors as a group* 2019 2020 2021*

Bonuses

-

Other Annual Compensation

-

Total

85,000 175,000 170,000 325,000 230,000

85,000 175,000 170,000 325,000 230,000

*all executive officers of the company do not receive any compensation. ** 2021 projected per diem during BOD meetings.

There is no employment contract between the registrant and the Chairman and all others Executive Officers.

There are no other arrangements pursuant to which any director of the company was compensated, or is to be compensated, directly or indirectly.

Item 11 - Security Ownership of Certain Record and Beneficial Owners and Management (as of December 31, 2020) a) Security Ownership of Certain Record and Beneficial Owners.

The following table sets forth information with respect to a record or beneficial owner directly or indirectly owning more than 5% of the Company’s Capital Stock as of December 31, 2020.

Title of Class Common

Name, Address of Record Owner PCD Nominee Corp.

MSE Building, Ayala Ave., Makati City PMMIC 10th Floor, GPL Building, Buendia Ave., Makati City

Relationship with Issuer

Name of Beneficial Owner

Stockholder

Various clients (Note 1)

Citizenship

No. of shares held

Percentage of Ownership

Filipino

66,868,118 *

41.02%

Filipino

30,469,858

18.69%

Filipino

15,544,911

9.54%

Filipino

14,178,625

8.70%

Filipino

10,204,120

6.26%

Others

137,265,632 25,734,368

84.21% 15.79%

Total

163,000,000

100.00%

Common

Common Common

Common

Alsons Cons. Res., Inc. 2286 Pasong Tamo Ext. Makati City CBC T/A-SCA#0010 CBC Building, Trust Dept.

Paseo de Roxas, Makati City CBC T/A-SCA#0011 CBC Building, Trust Dept.

P. de Roxas, Makati City

Stockholder

Stockholder Stockholder

Pan Malayan Management and Investment Corporation (Note 2) Alsons Consolidated Resources, Inc.(Note 3)

China Banking Corp.

(Note 4)

-do-

Stockholder

NOTE: 1.

2.

3.

4.

None of the holders of the Company’s common shares registered under the name of PCD Nominee owns more than 5% of the company’s common shares.

The corporate acts of PMMIC are carried out by its Board of Directors and Management. Mrs. Helen Y. Dee is the Chairman of PMMIC. The Corporate acts of Alsons Cons. Res., Inc. are carried out by its Board of Directors. Mr. Tomas I. Alcantara is the current president of the Company.

CBC T/A-SSC#0010 and T/A-SSC#0011 are Trust Accounts with China Banking Corporation as Trustee. The Corporate acts of CBC are carried out by its Board of Directors and Management. Mr. William C. Whang is the current CBC President and COO. * PCD total shares include Filipino and Non-Filipino.

b) Security Ownership of Management as of December 31, 2020.

21

The following are the number of shares owned of record by the Directors, the Chief Executive Officer and each of the key officers of the Company and the percentage of shareholdings of each: Title of Class

Name of Beneficial Owner Name and Position

Common

Roberto Jose L. Castillo Chairman of the Board Milagros V. Reyes President and Director Perry Y. Uy Director/Treasurer Yvonne S. Yuchengco Director Nicasio I. Alcantara Independent Director Medel T. Nera Director

Common

Ernestine Carmen Jo D. Villareal-Fernando Independent Director

Common

Raul M. Leopando Director

Common

Victor V. Benavidez Director

Common

Samuel V. Torres Corporate Secretary

Common

Arlan P. Profeta Asst. Corporate Secretary

Common Common Common Common Common

Total

Amount and Nature of Beneficial Ownership

Citizenships

Percent of Class

1 “Direct”

Filipino

-

1 “Direct”

Filipino

-

1 “Direct”

Filipino

-

Filipino

-

Filipino

-

1 “Direct”

Filipino

-

1 “Direct”

Filipino

-

661 “Indirect”

Filipino

-

Filipino

-

Filipino

-

1 “Direct” 425 “Direct” 2,834 “Indirect”

1,000 “Direct” -

4,926 shares

Filipino

-

0 .003%

As of December 31, 2020, the Company’s directors and executive officers owned an aggregate of 4,926 shares equivalent to 0.003% of the Company’s outstanding shares. None of the members of the Company’s directors and management owns more than 2% or more of the outstanding capital stock of the Company.

Voting Trust Holders of 5% or more-The Company is not aware of any voting trust or similar arrangement among persons holding more than 5% of a class of shares.

Changes in Control - There had been no change in the control of the Company since the beginning of the last fiscal year. The Company has no existing voting trust or change in control agreements.

Item 12 - Certain Relationships and Related Transactions There were no related transactions or proposed transactions during the last two (2) years to which the registrant was or is to be a party.

22

PART IV - EXHIBITS AND SCHEDULES Item13 - Exhibits and Reports a. b. c. d.

2020 and 2019 Audited Financial Statements Supplementary Information and Disclosures required on SRC Rule 68 and 68.1 as amended Sustainability Report Reports on SEC Form 17-C 1.

February 27, 2020 - Notice of Annual Stockholders’ Meeting 2.

March 16, 2020 - Securities Regulation Code Amid Covid 19 Pandemic 3.

April 08, 2020 - 2020 Form-SEC Form 17-LC –FV Notification Inability to file 17-Q 4.

April 13, 2020 - 2020 Form-SEC Form 17-LC-FV Notification Inability to file 17-A 5.

April 13, 2020 - Postponement of 2020 SRC Annual Stockholders Meeting 6.

May 26, 2020 - Approval of AFS 2019 7.

May 26, 2020 - Amend (1) Notice of Annual Stockholders’ Meeting (Setting of Date of Meeting and Record Date of Meeting) 8.

June 29, 2020 - Amendments to the By-Laws 9.

June 30, 2020 - Amend (2) Notice of ASM include time, venue and agenda of 2020 ASM 10.

July 28, 2020 - Results of Annual Stockholders’ Meeting 2020 11.

July 28, 2020 - Results of Organizational Meeting 2020

Item 14- General Notes to Financial Statements 1. Assets subject to Lien and Restrictions on Sales of Assets As of December 31, 2020, there were no assets mortgaged, pledged or otherwise subject to lien.

2. Subsequent Events There were no subsequent events that required adjustments on the December 31, 2020 Audited Financial Statements.

3. Defaults -None 4. The following are not applicable in the preparation of this report. a. Adjustments made that lead to the revenue recognition but which adjustments cannot be properly supported. b. Changes in estimates without proper disclosure which have the impact of improving results of operations. 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 of fraud.

5. The Company has no liability guaranteed by others.

6. There were no assets pledged against secured liabilities.

7. Events after the date of Statement of Financial Position. a. Dividends There is no dividend proposal or declaration neither after the Statement of Financial Position date nor before the financial statements are authorized for issue. b. Discontinuing Operations There were no significant events after the Statement of Financial Position date but before the financial statements are authorized for issue that may warrant suspension of the Corporation’s operations. c. Earnings per share There are no significant events after the Statement of Financial Position date that will affect the computation of earnings per share.

SIGNATURES: The President acts as the Principal Operating Officer and Principal Executive Officer; and the Treasurer as the Principal Financial Officer of the Company.

SIGNATURES

23

April 7, 2021

Ma. Theresa A. Calate From: Sent: To: Cc: Subject:

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Transaction Code: AFS-0-4MN1WQY20NN12VRNZPT4M3P4X0M2RVP2RX Submission Date/Time: Apr 29, 2021 03:53 PM Company TIN: 000-194-465 Please be reminded that you accepted the terms and conditions for the use of this portal and expressly agree, warrant and certify that:   

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1

COVER

SHEET for

AUDITED FINANCIAL STATEMENTS SEC Registration Number

4 0 9 7 9 COMPANY

NAME

S E A F R O N T

R E S O U R C E S

C O R P O R A T I O N

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

7

t h

F l

A D B P a s

o o r

,

A v e n u e i

g

C i

J M T ,

O r

B u i t

i

l

d i

g a s

n g

,

C e n t

e r

,

t y

Form Type

Department requiring the report

A A F S

Secondary License Type, If Applicable

S E C COMPANY

N / A

INFORMATION

Company’s Email Address

Company’s Telephone Number

Mobile Number

N/A

8637-2917

N/A

No. of Stockholders

Annual Meeting (Month / Day)

Fiscal Year (Month / Day)

4,689

6/24

12/31

COMPANY

INFORMATION

The designated contact person MUST be an Officer of the Corporation Name of Contact Person

Email Address

Telephone Number/s

Mobile Number

Milagros V. Reyes

mvreyes@petroenergy.com.ph

8637-2917

N/A

CONTACT PERSON’s ADDRESS

7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City 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.

*SGVFSM007339*

SyCip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati City Philippines

Tel: (632) 8891 0307 Fax: (632) 8819 0872 ey.com/ph

BOA/PRC Reg. No. 0001, October 4, 2018, valid until August 24, 2021 SEC Accreditation No. 0012-FR-5 (Group A), November 6, 2018, valid until November 5, 2021

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, 2020 and 2019, 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, 2020, 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, 2020 and 2019, and its financial performance and its cash flows for each of the three years in the period ended December 31, 2020 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.

*SGVFSM007339* A member firm of Ernst & Young Global Limited

-2We 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 determined using the adjusted net asset value method wherein the assets of HEDC are adjusted from cost to its fair value. The valuation of this asset is performed by an external appraiser on an annual basis. As of December 31, 2020, the estimated fair value of the investment determined using the adjusted net asset method is = P440.75 million representing 75.46% of the Company’s 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 Company’s disclosures about its unquoted equity investment in HEDC are included in Note 8 to the financial statements.

Audit response We evaluated the competence, capabilities and qualifications of the external appraiser by considering their qualifications, experience and reporting responsibilities. We involved our internal specialist in evaluating the valuation technique and assumptions used, which include sales price of comparable properties with reference to market data and cost to develop the parcels of land of HEDC. We also reviewed the Company’s disclosures about those assumptions to which the outcome of the valuation is most sensitive; specifically, those that have the most significant effect on the determination of the fair value of the unquoted equity investment.

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, 2020, 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, 2020 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.

*SGVFSM007339* A member firm of Ernst & Young Global Limited

-3Responsibilities 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.

*SGVFSM007339* A member firm of Ernst & Young Global Limited

-4

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 SEC Accreditation No. 0660-AR-4 (Group A), October 22, 2019, valid until October 21, 2022 Tax Identification No. 102-082-670 BIR Accreditation No. 08-001998-063-2020, November 27, 2020, valid until November 26, 2023 PTR No. 8534225, January 4, 2021, Makati City April 7, 2021

*SGVFSM007339* A member firm of Ernst & Young Global Limited

SEAFRONT RESOURCES CORPORATION STATEMENTS OF FINANCIAL POSITION

December 31 2020 2019 ASSETS Current Assets Cash and cash equivalents (Notes 6, 7, 8 and 14) Receivables (Notes 8, 9 and 14) Financial assets at fair value through profit or loss (FVTPL) (Notes 8 and 14) Other current assets Total Current Assets Noncurrent Asset Financial assets at fair value through other comprehensive income (FVOCI) (Notes 8 and 14) TOTAL ASSETS

P =77,117,729 353,174

=43,037,269 P 406,512

38,399,292 1,175,050 117,045,245

45,288,418 1,068,543 89,800,742

467,049,955

540,410,211

P =584,095,200

=630,210,953 P

P =802,286

=582,595 P

51,104,350 51,906,636

62,568,371 63,150,966

163,000,000 298,044,651 71,143,913 532,188,564

163,000,000 359,414,236 44,645,751 567,059,987

P =584,095,200

=630,210,953 P

LIABILITIES AND EQUITY Current Liability Accounts payable and accrued expenses (Notes 13 and 14) Noncurrent Liability Deferred tax liability (Note 12) Total Liabilities 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) Retained earnings (Note 15) Total Equity TOTAL LIABILITIES AND EQUITY See accompanying Notes to Financial Statements.

*SGVFSM007339*

SEAFRONT RESOURCES CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31 2019 2020 REVENUES Dividend income (Note 9) Interest income (Note 6) Net gain on fair value changes on financial assets at FVTPL (Note 8) Foreign exchange gain - net Other income (Note 10)

2018

=34,029,410 P 666,938

=33,463,784 P 415,615

=12,885,767 P 117,951

‒ ‒ 336,857 35,033,205

437,517 − 328,897 34,645,813

− 5,573 352,337 13,361,628

1,637,426

2,216,330

2,217,206

6,889,126 1,754 8,528,306

− 1,232 2,217,562

17,994,390 − 20,211,596

INCOME (LOSS) BEFORE INCOME TAX

26,504,899

32,428,251

(6,849,968)

PROVISION FOR INCOME TAX (Note 12)

6,737

6,578

26,498,162

32,421,673

(6,857,015)

3,593,201

1,622,748

10,695,859

EXPENSES AND CHARGES General and administrative expenses (Note 11) Net loss on fair value changes on financial assets at FVTPL (Note 8) Foreign exchange loss - net

NET INCOME (LOSS) OTHER COMPREHENSIVE INCOME (LOSS) Item not to be reclassified to profit or loss in subsequent periods: Net unrealized fair value changes of financial assets at FVOCI arising from (Notes 8 and 14): Quoted shares: Fair value changes Unquoted shares: Increase (decrease) in value of remaining real estate held for sale and development Dividends declared Costs, expenses, gains and losses Income tax effect

TOTAL COMPREHENSIVE INCOME (LOSS) Basic and Diluted Earnings (Loss) Per Share (Note 16)

7,888,648 (33,975,070) (50,340,385) 11,464,021 (64,962,786) (61,369,585) (P =34,871,423)

=0.16257 P

159,444,639 (23,123,000) (25,208,759) (16,666,932) 94,445,948 96,068,696 =128,490,369 P

=0.19891 P

7,047

(20,246,468) (12,321,031) (2,974,469) 15,123,712 (20,418,256) (9,722,397) (P =16,579,412)

(P =0.04207)

See accompanying Notes to Financial Statements.

*SGVFSM007339*

SEAFRONT RESOURCES CORPORATION STATEMENTS OF CHANGES IN EQUITY

BALANCES AT JANUARY 1, 2018 Net loss Other comprehensive loss Total comprehensive loss BALANCES AT DECEMBER 31, 2018 Net income Other comprehensive income Total comprehensive income BALANCES AT DECEMBER 31, 2019 Net income Other comprehensive loss Total comprehensive income (loss) BALANCES AT DECEMBER 31, 2020

Capital Stock (Note 15) =163,000,000 P − − − 163,000,000 − − − 163,000,000 ‒ ‒ ‒ =163,000,000 P

Net Unrealized Gains (Losses) on Financial Assets at FVOCI (Notes 8 and 15) = 273,067,937 P − (9,722,397) (9,722,397) 263,345,540 − 96,068,696 96,068,696 359,414,236 ‒ (61,369,585) (61,369,585) =298,044,651 P

Retained Earnings (Note 15) = 19,081,093 P (6,857,015) − (6,857,015) 12,224,078 32,421,673 − 32,421,673 44,645,751 26,498,162 ‒ 26,498,162 =71,143,913 P

Total =455,149,030 P (6,857,015) (9,722,397) (16,579,412) 438,569,618 32,421,673 96,068,696 128,490,369 567,059,987 26,498,162 (61,369,585) (34,871,423) =532,188,564 P

See accompanying Notes to Financial Statements.

*SGVFSM007339*

SEAFRONT RESOURCES CORPORATION STATEMENTS OF CASH FLOWS

2020 CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments for: Net loss (gain) on fair value changes on financial assets at FVTPL (Note 8) Dividend income (Note 9) Interest income (Note 6) Operating loss before working capital changes Decrease (increase) in: Receivables Other current assets Increase (decrease) in accounts payable and accrued expenses Cash used in operations Dividends received (Note 9) Interest received Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at FVOCI (Note 8) Payment of subscription payable (Note 8) Net cash provided by investing activities

Years Ended December 31 2019 2018

=26,504,899 P

=32,428,251 P

(P =6,849,968)

6,889,126 (34,029,410) (666,938) (1,302,323)

(437,517) (33,463,784) (415,615) (1,888,665)

17,994,390 (12,885,767) (117,951) (1,859,296)

11,211 (106,507) 212,954 (1,184,665) 34,008,615 729,860 33,553,810

(19,550) (86,918) (78,798) (2,073,931) 45,668,186 361,850 (1,712,081)

(28,388) (88,425) (55,938) (2,032,047) 645,154 111,163 (1,920,884)

1,032,630 (12,353,884) 34,346,932

3,026,268 − 3,671,422

526,650 ‒ 526,650

NET INCREASE IN CASH AND CASH EQUIVALENTS

34,080,460

32,634,851

1,750,538

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

43,037,269

10,402,418

8,651,880

CASH AND CASH EQUIVALENTS AT END OF YEAR (Note 6)

=77,117,729 P

=43,037,269 P

=10,402,418 P

See accompanying Notes to Financial Statements.

*SGVFSM007339*

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 7, 2021.

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 have been 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 Company adopted the following new accounting pronouncements starting January 1, 2020. Except as specifically stated, the adoption of these new accounting pronouncements did not have any impact on the Company’s financial statements.

*SGVFSM007339*

-2  

Amendments to PFRS 3, Business Combinations, Definition of a Business Amendments to PFRS 7, Financial Instruments: Disclosures and PFRS 9, Financial Instruments, Interest Rate Amendments to PFRS 16, COVID-19-related Rent Concessions



Changes in Accounting Estimates and Errors, Definition of Material The amendments provide a new definition of material that states “information is material if omitting, misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.”

The amendments clarify that materiality will depend on the nature or magnitude of information, either individually or in combination with other information, in the context of the financial statements. A misstatement of information is material if it could reasonably be expected to influence decisions made by the primary users.



Conceptual Framework for Financial Reporting issued on March 29, 2018 The Conceptual Framework is not a standard, and none of the concepts contained therein override the concepts or requirements in any standard. The purpose of the Conceptual Framework is to assist the standard-setters in developing standards, to help preparers develop consistent accounting policies where there is no applicable standard in place and to assist all parties to understand and interpret the standards.

The revised Conceptual Framework includes new concepts, provides updated definitions and recognition criteria for assets and liabilities and clarifies some important concepts.

New Accounting Standards, Interpretations and Amendments Effective Subsequent to December 31, 2020 Pronouncements issued but not yet effective are listed below. Unless otherwise indicated, 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, 2021 

Amendments to PFRS 9, PFRS 7, PFRS 4 and PFRS 16, Interest Rate Benchmark Reform Phase 2

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

*SGVFSM007339*

-3

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 1, Classification of Liabilities as Current or Non-current 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.

*SGVFSM007339*

-4Subsequent 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 on specified 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 hedging instruments. Financial assets with cash flows that are not solely payments of principal 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.

Financial assets at FVTPL are carried in the statement of financial position at fair value with net changes 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.

*SGVFSM007339*

-5Gains 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 account any credit enhancements held by the Company. A financial asset is 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 Financial liabilities at amortized cost

Financial liabilities at amortized cost After initial recognition, interest-bearing financial liabilities are subsequently measured 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.

*SGVFSM007339*

-6The Company’s financial liabilities at amortized cost includes 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.

*SGVFSM007339*

-7All 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 during the year after giving retroactive effect for any stock dividends declared in the current 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.

*SGVFSM007339*

-8Interest 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. administering the business.

General and administrative expenses constitute costs of

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 a past event, it is probable that an outflow of resources embodying economic benefits 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 a separate 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

*SGVFSM007339*

-9recognized as an interest expense. Provisions are reviewed at each reporting date 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 from those involving estimations, which has the most significant effect on the amounts 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. Judgment is 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 =1.54 million and P =1.48 million as of December 31, 2020 and 2019, 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.

*SGVFSM007339*

- 10 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 unquoted equity investments and make assumptions that are mainly based on market conditions existing at each reporting period. As of December 31, 2020 and 2019, the Company 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. 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 Cash in banks (Note 7) Cash equivalents (Note 7)

2020 P =2,377,686 74,740,043 P =77,117,729

2019 P690,233 = 42,347,036 =43,037,269 P

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 =0.67 million, =0.42 million and = P P0.12 million in 2020, 2019 and 2018, 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: Assets Cash and cash equivalents (Note 6) Financial assets at FVTPL (Note 8) Financial assets at FVOCI - government securities (Note 8) Receivables (Note 9) Liability Accounts payable and accrued expenses Equity Principal fund Accumulated trust fund loss at beginning of year Trust fund income (loss) for the year Accumulated trust fund loss at end of year

2020

2019

P =6,014,443 13,515,806

P5,561,000 = 14,816,793

4,123,003 30,670 23,683,922

4,610,013 70,440 25,058,246

(41,096) P =23,642,826

(177,027) =24,881,219 P

P =28,056,417

=28,056,417 P

(3,175,198) (1,238,393) (4,413,591) P =23,642,826

(5,756,733) 2,581,535 (3,175,198) =24,881,219 P

*SGVFSM007339*

- 11 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: Cash and cash equivalents (Note 6) Receivables (Note 9) Financial assets at FVTPL (Note 7) Financial assets at FVOCI (Note 7)

2020 P =77,117,729 353,174 38,399,292 467,049,955 P =582,920,150

2019 =43,037,269 P 406,512 45,288,418 540,410,211 =629,142,410 P

Financial Assets at FVTPL Details of financial assets at FVTPL consisting of quoted equity securities follow: Fair value Acquisition cost

2020 P =38,399,292 48,100,916

2019 =45,288,418 P 48,100,916

The net loss on fair value changes on financial assets at FVTPL amounted to P =6.89 million and =17.99 million for the years ended December 31, 2020 and 2018, respectively, while the net gain on P 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: Balance at beginning of year Fair value gain (loss) recognized during the year Balance at end of year

2020 P =45,288,418 (6,889,126) P =38,399,292

2019 =44,850,901 P 437,517 =45,288,418 P

Financial Assets at FVOCI Financial assets at FVOCI consist of quoted and unquoted shares of stock held for long-term investment purposes and are carried at fair value. The carrying values of these investments are as follows: Quoted equity securities: PetroEnergy Resources Corporation (PERC) Benguet Corporation Unquoted equity security: Hermosa Ecozone Development Corporation (HEDC) Investments in government securities (Note 7)

2020

2019

P =14,403,355 7,773,572 22,176,927

=15,789,774 P 2,833,592 18,623,366

440,750,025 440,750,025 4,123,003 P =467,049,955

517,176,832 517,176,832 4,610,013 =540,410,211 P

*SGVFSM007339*

- 12 The movements in financial assets at FVOCI for the years ended December 31 follow: Balance at beginning of year Fair value gain (loss) recognized during the year Payment of subscription payable to HEDC Movement of government securities Balance at end of year

2020 P =540,410,212

2019 =416,353,329 P

(72,873,248) ‒ (487,009) P =467,049,955

112,735,629 12,353,884 (1,032,631) =540,410,211 P

Movements in the net unrealized gains on financial assets at FVOCI in equity are as follows: Balance at beginning of year Net unrealized fair value changes of financial assets at FVOCI Balance at end of year

2020 P =359,414,236

2019 =263,345,540 P

(61,369,585) P =298,044,651

96,068,696 =359,414,236 P

Dividend income earned on its investments amounted to P =34.03 million, P =33.46 million and =12.89 million in 2020, 2019 and 2018, respectively.

P 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 to = P12.35 million. On January 25, 2019, the Company paid up all the subscription payable 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 appraiser as at December 31, 2020 and 2019. 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 Dividends receivable Accrued interest receivable Rent receivable Receivable from HEDC (Note 13)

2020 P =238,609 61,167 34,425 18,973 P =353,174

2019 =217,814 P 124,089 26,663 37,946 =406,512 P

*SGVFSM007339*

- 13 10. Other Income Service income (Note 13) Rental income

2020 P =267,857 69,000 P =336,857

2019 =267,857 P 61,040 =328,897 P

2018 =267,857 P 84,480 =352,337 P

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, 2020 and 2019, the cost of the fully depreciated parking slots amounted to = P207,598.

The fair value of the investment property ranges from P =800,000 to P =1,000,000 per slot as of December 31, 2020 and 2019. 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 Professional fees and services Directors’ fees Stock transfer expenses Stockholders’ meeting expenses Stock listing maintenance fees Taxes and licenses Advertising IT services Insurance expense Miscellaneous

2020 P =414,820 325,000 296,911 268,091 261,000 32,658 12,014 9,238 3,549 14,145 P =1,637,426

2019 =889,271 P 170,000 266,257 320,246 250,000 153,339 11,118 4,390 3,202 148,507 =2,216,330 P

2018 =1,085,946 P 175,000 253,538 378,830 264,116 32,749 10,212 6,516 3,682 6,617 =2,217,206 P

Miscellaneous consist of penalties paid, office supplies, bank charges, notarial fees, among others.

12. Income Taxes a. The provision for income tax for the years ended December 31, 2020, 2019 and 2018 represents MCIT. b. As of December 31, 2020 and 2019, 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.

NOLCO MCIT

2020 P =5,055,337 20,362

2019 =4,853,099 P 20,672

*SGVFSM007339*

- 14 The details of unexpired MCIT and NOLCO are as follows: Year incurred

2020 2019 2018

Year incurred 2019 2018 2017

2020 MCIT

NOLCO

P6,737 = 6,578 7,047 =20,362 P

P1,301,801 = 1,888,667 1,864,869 =5,055,337 P

2019 MCIT =6,578 P 7,047 7,047 =20,672 P

NOLCO P1,888,667 = 1,864,869 1,099,563 =4,853,099 P

Expiry Dates December 31, 2025 (for NOLCO)/ December 31, 2023 (for MCIT) December 31, 2022 December 31, 2021

Expiry Dates December 31, 2022 December 31, 2021 December 31, 2020

As of December 31, 2020, the Company has incurred NOLCO in taxable year 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: Balance at beginning of year Additions Expirations Balance at end of year

2020 P =4,853,099 1,301,801 (1,099,563) P =5,055,337

2019 =3,939,030 P 1,888,667 (974,598) =4,853,099 P

2020 P =20,672 6,737 (7,047) P =20,362

2019 =21,141 P 6,578 (7,047) =20,672 P

Rollforward of MCIT follows: Balance at beginning of year Additions Expirations Balance at end of year

c. As of December 31, 2020 and 2019, the Company recognized deferred tax liability amounting to = P51.10 million and P =62.57 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.

*SGVFSM007339*

- 15 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: Income tax at statutory tax rate of 30% Add (deduct) reconciling items: Net loss (gain) on fair value changes on financial assets at FVTPL Movement in unrecognized DTA Interest income subjected to final tax Dividend income Provision for income tax

2020

2019

2018

P =7,951,470

=9,728,474 P

(P =2,054,990)

2,066,738 397,433 (200,081) (10,208,823) P =6,737

(131,255) 573,178 (124,684) (10,039,135) =6,578 P

5,398,317 564,835 (35,385) (3,865,730) =7,047 P

Republic Act No. 11534 otherwise known as the Corporate Recovery and Tax Incentives for Enterprises Act or CREATE President Rodrigo Duterte signed into law on March 26, 2021 the Corporate Recovery and Tax Incentives for Enterprises (CREATE) Act to attract more investments and maintain fiscal prudence and stability in the Philippines. Republic Act (RA) 11534 or the CREATE Act introduces reforms to the corporate income tax and incentives systems. It takes effect 15 days after its complete publication in the Official Gazette or in a newspaper of general circulation or April 11, 2021.

The following are the key changes to the Philippine tax law pursuant to the CREATE Act which have an impact on the Company: •

Effective July 1, 2020, RCIT rate is reduced from 30% to 25% for domestic and resident foreign corporations. For domestic corporations with net taxable income not exceeding P =5 million and with total assets not exceeding P =100 million (excluding land on which the business entity’s office, plant and equipment are situated) during the taxable year, the RCIT rate is reduced to 20%.

•

MCIT rate reduced from 2% to 1% of gross income effective July 1, 2020 to June 30, 2023.

As clarified by the Philippine Financial Reporting Standards Council in its Philippine Interpretations Committee Q&A No. 2020-07, the CREATE Act was not considered substantively enacted as of December 31, 2020 even though some of the provisions have retroactive effect to July 1, 2020. The passage of the CREATE Act into law on March 26, 2011 is considered as a non-adjusting subsequent event. Accordingly, current and deferred taxes as of and for the year ended December 31, 2020 continued to be computed and measured using the applicable income tax rates as of December 31, 2020 (i.e., 30% RCIT / 2% MCIT) for financial reporting purposes.

Applying the provisions of the CREATE Act, the Company would have been subjected to lower MCIT rate of 2% effective July 1, 2020.

•

This will result in lower provision for current income tax for the year ended December 31, 2020 and lower income tax payable as of December 31, 2020, which will be reflected in the Company’s 2020 annual income tax return but will only be recognized for financial reporting purposes in its 2021 financial statements. Pending clarification from the tax authorities on how the taxable income for the period beginning July 1, 2020 will be computed, the Company has not quantified the impact of the lower corporate income tax rate on the 2020 current income tax.

*SGVFSM007339*

- 16 -

13. Related Party Transactions Related party relationship exists when one party has the ability to control, directly, or indirectly 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:

Nature of transaction

Amount/ Volume

2020 Receivables/ (Accounts payable)

Terms

Conditions

Affiliate: PERC HEDC

Reimbursements Accounting services (Note 10)

P =83,431 267,857 P =351,288

Noninterest bearing; (P = 2,812)* due and demandable 18,973

Unsecured Unsecured, - do - no impairment

* included as part of accounts payable and accrued expenses

Nature of transaction

Amount/ Volume

2019 Receivables/ (Accounts payable)

Terms

=100,806 P

(P =12,417)*

Noninterest bearing; due and demandable

267,857 P368,663 =

37,946

- do -

Conditions

Affiliate: PERC HEDC

Reimbursements Accounting services (Note 10)

Unsecured Unsecured, no impairment

* 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, 2020, 2019 and 2018.

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.

*SGVFSM007339*

- 17 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 Fair values are generally based on quoted market prices at reporting date. This is under Level 1 category of the fair value hierarchy.

Equity securities For quoted equity securities, fair values are based on published quoted prices.

Level 1 category of the fair value hierarchy.

This is under

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, 2020 and 2019 are shown below: Significant Valuation technique unobservable inputs Unquoted equity Adjusted net asset Price per square meter shares at FVOCI value method

Range 2020 2019 =460 - = P P5,820 =450 - = P P5,650

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 main purpose 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.

*SGVFSM007339*

- 18 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 liquidity requirements of the Company. Investments in unquoted equity securities classified as financial assets at FVOCI amounted to P =440.75 million and P =517.18 million as of December 31, 2020 and 2019, respectively (see Note 8).

The Company monitors its cash position and overall liquidity position in assessing its exposure to liquidity risk. 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.

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, 2020 and 2019 based on contractual undiscounted payments.

2020

Financial assets Financial assets at FVTPL: Equity securities Financial assets at amortized cost: Cash and cash equivalents Receivables: Receivable from HEDC Rent receivable Accrued interest receivable Dividends receivable Financial assets at FVOCI: Quoted equity securities: PERC Benguet Corporation Unquoted equity security: HEDC Government securities Financial liabilities at amortized cost: Accounts payable and accrued expenses Net financial assets

On demand

Within one year

More than one year

Total

P =38,399,292

P =‒

P =‒

P =38,399,292

77,117,729

‒

‒

77,117,729

18,973 34,425 61,167 ‒

‒ ‒ ‒ 238,609

‒ ‒ ‒

18,973 34,425 61,167 238,609

‒ ‒

‒ ‒

14,403,355 7,773,572

14,403,355 7,773,572

‒ ‒ 115,631,586

‒ ‒ 238,609

440,750,025 4,123,003 467,049,955

440,750,025 4,123,003 582,920,150

802,286 802,286 P =114,829,300

‒ ‒ P =238,609

‒ ‒ P =467,049,955

802,286 802,286 P =582,117,864

*SGVFSM007339*

- 19 2019

Financial assets Financial assets at FVTPL: Equity securities Financial assets at amortized cost: Cash and cash equivalents Receivables: Receivable from HEDC Rent receivable Accrued interest receivable Dividends receivable Financial assets at FVOCI: Quoted equity securities: PERC Benguet Corporation Unquoted equity security: HEDC Investments in government securities Financial liabilities at amortized cost: Accounts payable and accrued expenses Net financial assets

On demand

Within one year

More than one year

Total

=45,288,418 P

=− P

=− P

=45,288,418 P

43,037,269

−

−

43,037,269

37,946 26,663 124,089 −

− − − 217,814

− − − −

37,946 26,663 124,089 217,814

− −

− −

15,789,774 2,833,592

15,789,774 2,833,592

− − 88,514,385

− − 217,814

517,176,832 4,610,013 540,410,211

517,176,832 4,610,013 629,142,410

582,595 582,595 =87,931,790 P

− − 217,814

− − 540,410,211

582,595 582,595 628,559,815

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 2020 2019

+16.71% -16.71% +0.94% -0.94%

Effect on income before tax P =6,417,402 (6,417,402) =431,932 P (431,932)

*SGVFSM007339*

- 20 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: Increase (decrease) in market price 2020 2019

+14.15% -14.15% +0.76% -0.76%

Effect on equity P =3,138,687 (3,138,687) =140,822 P (140,822)

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 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 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, 2020 and 2019. No receivables are considered credit-impaired.

As of December 31, 2020 and 2019, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date.

*SGVFSM007339*

- 21 The table below shows the comparative summary of maximum credit risk exposures on financial instruments as of December 31, 2020 and 2019: Financial assets at FVTPL: Equity securities Financial assets at amortized cost: Cash and cash equivalents Receivable from HEDC Rent receivable Accrued interest receivable Dividend receivable Financial assets at FVOCI: Quoted equity securities: PERC Benguet Corporation Unquoted equity security: HEDC Investments in government securities

2020

2019

P =38,399,292

=45,288,418 P

77,117,729 18,973 34,425 61,167 238,609

43,037,269 37,946 26,663 124,089 217,814

14,403,355 7,773,572

15,789,774 2,833,592

440,750,025 4,123,003 P =582,920,150

517,176,832 4,610,013 =629,142,410 P

The following tables show financial instruments recognized at fair value as of December 31, 2020 and 2019, 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).

2020 Level 1 Financial assets: Financial assets at FVTPL: Equity securities Financial assets at FVOCI: PERC Benguet Corporation HEDC Investments in government securities

Level 2

Level 3

Fair Value

=38,399,292 P

= P‒

= P‒

=38,399,292 P

14,403,355 7,773,572 ‒

‒ ‒ ‒

‒ ‒ 440,750,025

14,403,355 7,773,572 440,750,025

4,123,003 P64,699,222 =

‒ P‒ =

‒ =440,750,025 P

4,123,003 =505,449,247 P

*SGVFSM007339*

- 22 2019 Financial assets: Financial assets at FVTPL: Equity securities Financial assets at FVOCI: PERC Benguet Corporation HEDC Investments in government securities

Level 1

Level 2

Level 3

Fair Value

=45,288,418 P

=– P

=– P

=45,288,418 P

– – –

– –

15,789,774 2,833,592 517,176,832

15,789,774 2,833,592 –

4,610,013 P68,521,797 =

517,176,832

–

–

=‒ P

=517,176,832 P

4,610,013 =585,698,629 P

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 2020 and 2019.

15. Capital Management The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholders’ 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 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, 2020 and 2019.

The table below demonstrates the debt-to-equity ratios of the Company as of December 31, 2020 and 2019: Total liabilities: Accounts payable and accrued expenses Total equity: Capital stock Net unrealized gains on financial assets at FVOCI Retained earnings Debt-to-equity ratio

2020

2019

P =802,286

=582,595 P

P =163,000,000 298,044,651 71,143,913 532,188,564 0.0015:1

=163,000,000 P 359,414,236 44,645,751 =567,059,987 P 0.0010:1

There were no changes in the objectives, policies or processes for the years ended December 31, 2020 and 2019.

The Company has retained earnings available for dividend declaration amounting to = P77.60 million as of December 31, 2020.

*SGVFSM007339*

- 23 The Company’s track record of capital stock is as follows:

Listing date - May 7, 1974 Add (deduct): 50% stock dividend 60% stock dividend 1:2.400 stock rights offering 1:2.125 stock rights offering 15% stock dividend Change in par value from =0.01/share to P P =1.00/share Quasi-reorganization December 31, 2010 Add (deduct): Movement December 31, 2011 Add (deduct): Movement December 31, 2012 Add (deduct): Movement December 31, 2013 Add (deduct): Movement December 31, 2014 Add (deduct): Movement December 31, 2015 Add (deduct): Movement December 31, 2016 Add (deduct): Movement December 31, 2017 Add (deduct): Movement December 31, 2018 Add (deduct): Movement December 31, 2019 Add (deduct): Movement December 31, 2020

Number of shares registered

Issue/ offer price

Date of SEC approval

10,000,000,000

=0.01/share P

November 5, 1973

5,000,000,000 9,000,000,000 10,000,000,000 16,000,000,000 7,500,000,000

Number of holders as of year-end

0.01/share November 27, 1981 0.01/share October 31, 1990 0.01/share September 28, 1992 0.01/share February 8, 1994 0.01/share January 20, 1997

(56,925,000,000) (412,000,000) 163,000,000 − 163,000,000 − 163,000,000 − 163,000,000 − 163,000,000 − 163,000,000 − 163,000,000 − 163,000,000 − 163,000,000 − 163,000,000 ‒ 163,000,000

1/share

August 14, 1997 October 5, 1998

−

−

−

−

−

−

−

−

−

−

− − − − − − − − − −

− − − − − − − − − −

4,941 (38) 4,903 (156) 4,747 71 4,818 (32) 4,786 (28) 4,758 − 4,758 (41) 4,717 (11) 4,706 (14) 4,692 (3) 4,689

16. Basic and Diluted Earnings Per Share The computations of the Company’s basic earnings per share are as follows: Net income (loss) Weighted average number of shares Basic/Diluted earnings (loss) per share

2020 P26,498,162 = 163,000,000 =0.16257 P

2019 P32,421,673 = 163,000,000 =0.19891 P

2018 (P =6,857,016) 163,000,000 (P =0.04207)

The Company has no potentially dilutive common stock in 2020, 2019 and 2018.

*SGVFSM007339*

- 24 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 nature of this outbreak, the Company is continuously assessing at this time the impact to its financial position, performance and cash flows. The Company has taken measures to manage the risks and uncertainties brought about by the outbreak and will continue to monitor the situation.

*SGVFSM007339*

SyCip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati City Philippines

Tel: (632) 8891 0307 Fax: (632) 8819 0872 ey.com/ph

BOA/PRC Reg. No. 0001, October 4, 2018, valid until August 24, 2021 SEC Accreditation No. 0012-FR-5 (Group A), November 6, 2018, valid until November 5, 2021

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, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, included in this Form 17-A and have issued our report thereon dated April 7, 2021. 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 SEC Accreditation No. 0660-AR-4 (Group A), October 22, 2019, valid until October 21, 2022 Tax Identification No. 102-082-670 BIR Accreditation No. 08-001998-063-2020, November 27, 2020, valid until November 26, 2023 PTR No. 8534225, January 4, 2021, Makati City April 7, 2021

*SGVFSM007339* A member firm of Ernst & Young Global Limited

SyCip Gorres Velayo & Co. 6760 Ayala Avenue 1226 Makati City Philippines

Tel: (632) 8891 0307 Fax: (632) 8819 0872 ey.com/ph

BOA/PRC Reg. No. 0001, October 4, 2018, valid until August 24, 2021 SEC Accreditation No. 0012-FR-5 (Group A), November 6, 2018, valid until November 5, 2021

INDEPENDENT AUDITORS’ REPORT ON COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

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 (the Company) as at December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020, and have issued our report thereon dated April 7, 2021. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The Supplementary Schedule on Financial Soundness Indicators, including their definitions, formulas, calculation, and their appropriateness or usefulness to the intended users, are the responsibility of the Company’s management. These financial soundness indicators are not measures of operating performance defined by Philippine Financial Reporting Standards (PFRSs) and may not be comparable to similarly titled measures presented by other companies. This schedule is presented for the purpose of complying with the Revised Securities Regulation Code Rule 68 issued by the Securities and Exchange Commission, and is not a required part of the basic financial statements prepared in accordance with PFRSs. The components of these financial soundness indicators have been traced to the Company’s financial statements as at December 31, 2020 and 2019 and for each of the three years in the period ended December 31, 2020 and no material exceptions were noted.

SYCIP GORRES VELAYO & CO.

Ana Lea C. Bergado Partner CPA Certificate No. 80470 SEC Accreditation No. 0660-AR-4 (Group A), October 22, 2019, valid until October 21, 2022 Tax Identification No. 102-082-670 BIR Accreditation No. 08-001998-063-2020, November 27, 2020, valid until November 26, 2023 PTR No. 8534225, January 4, 2021, Makati City April 7, 2021

*SGVFSM007339* A member firm of Ernst & Young Global Limited

SEAFRONT RESOURCES CORPORATION SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON REVISED SRC RULE NO. 68 DECEMBER 31, 2020

Philippine Securities and Exchange Commission (SEC) issued the Revised Securities Regulation Code Rule No. 68 (Revised SRC Rule 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 information and schedules required by Revised SRC Rule No. 68, that are relevant to the Company. This information is presented for purposes 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, 2020: Number of Amount Shown Shares or in the Principal Statement of Name of Issuing Entity and Association of Amount of Financial Each Issue Bonds and Notes Position Financial assets at FVTPL Equity Securities: =13,515,806 P PetroEnergy Resources Corporation 3,613,852 9,985,680 House of Investments, Inc. 2,484,000 Ayala Land, Inc. 128,193 5,243,094 4,470,578 Araneta Properties, Inc. 3,756,788 2,827,275 EEI Corporation 372,500 Others 2,356,859 =38,399,292 P

Income Received and Accrued

=‒ P ‒ 34,356 ‒ ‒ 19,984 =54,340 P

-2-

Name of Issuing Entity and Association of Each Issue Financial assets at FVTOCI Debt equities Philippine Government Quoted: Benguet Corporation PetroEnergy Resources Corporation Unquoted: Hermosa Ecozone Development Corporation

Number of Shares or Amount Shown Principal in the Amount of Statement of Bonds and Financial Notes Position

Income Received and Accrued

‒

=4,123,003 P

=‒ P

2,507,604 3,851,164

7,773,572 14,403,355 22,176,927

‒ ‒ ‒

‒

440,750,025 =467,049,955 P

33,975,070 =33,975,070 P

The fair value for financial instruments traded in active markets at the reporting date is based on their quoted 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, 2020.

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, 2020.

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, 2020.

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, 2020.

Schedule F. Guarantees of Securities of Other Issuers The Company does not have guarantees of securities of other issuers as of December 31, 2020.

-3Schedule G. Capital Stock

Title of issue Common Shares

Number of shares authorized 388,000,000

Number of shares issued and outstanding as shown under related balance sheet caption 163,000,000

Number of Shares reserved for options, warrants, conversion and other rights ‒

Number of shares held by related parties 30,469,858

Directors, officers and employees 4,926

Others 132,525,216

SEAFRONT RESOURCES CORPORATION SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS AS OF DECEMBER 31, 2020 AND 2019

Financial Soundness Indicators Below are the financial ratios that are relevant to the Company for the years ended December 31, 2020 and 2019: Financial ratios Current ratio

Current assets Current liabilities

2020 145.89:1

2019 154.14:1

Debt to assets

Total debt Total assets

0.09:1

0.10:1

Asset-to-equity ratio

Total assets Total equity

1.10:1

1.11:1

Earnings per share

Net income Weighted average no. of shares

0.16257:1

0.19891:1

Price earnings ratio

Closing price Earnings per share

11.38

11.11

Return on revenue

Net income Total revenue

0.76

0.94

Long-term debt to equity ratio

Long-term debt Equity

N/A

N/A

EBITDA to total interest paid

EBITDA* Total interest paid

N/A

N/A

*Earnings before interest, taxes, depreciation and amortization (EBITDA)

SEAFRONT RESOURCES CORPORATION RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION DECEMBER 31, 2020

Unadjusted retained earnings, beginning Unrealized fair value gain adjustment (marked-to-market) Adjusted retained earnings, beginning

=44,645,751 P (437,517) 44,208,234

Net income during the period closed to retained earnings

26,498,162

Add: Non-actual/unrealized income net of tax Fair value loss adjustments (market-to-market) Less: Non-actual/unrealized income net of tax Fair value gain adjustments (mark-to-market) Impairment loss on financial assets at fair value through other comprehensive income Net income actually incurred during the year Less: Dividend declarations during the year Total retained earnings available for dividends

‒ 6,889,126 ‒ ‒ ‒ 33,387,288 ‒ =77,595,522 P

SEAFRONT RESOURCES CORPORATION MAP OF RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP

Group Structure All existing stockholders as of December 31, 2020 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, 2020 and 2019 Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018 Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018 Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 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, Related Parties, and Principal Stockholders (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

Seafront Resources Corporation (SPM or SRC)

Location of Headquarters

7F JMT Bldg. ADB Avenue, Ortigas Center, Pasig City

Location of Operations

Pasig City, Metro Manila; Bataan, Philippines This report mainly covers SRC’s business as a Holding Company and its investment in Hermosa Ecozone Development Corporation (HEDC).

Report Boundary: Legal entities (e.g. subsidiaries) included in this report* Business Model, including Primary Activities, Brands, Products, and Services

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 75.46% and 10.37%, respectively, of the total Assets of the Company.

Reporting Period

January 1 to December 31, 2020

Highest Ranking Person responsible for this report

Milagros V. Reyes - President

Materiality Process 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.

SRC 2020 Sustainability Report

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ECONOMIC Economic Performance Direct Economic Value Generated and Distributed Disclosure Direct economic value generated (revenue)* Direct economic value distributed: a. Operating costs b. Taxes given to government

Amount 35,033,205 1,637,426 1,604,768 32,658

Units PhP PhP PhP PhP

* 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 2020, HEDC sold a total of 957,915 sqm of lots for a gross revenue of Php3.135 billion.

HEDC has already declared and paid a total of Php769 million of dividends, wherein SRC received its share in the amount of Php87 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 SRC 2020 Sustainability Report

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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.

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 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 entityspecific 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.

SRC 2020 Sustainability Report

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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 Disclosure Percentage of procurement budget used for significant locations of operations that is spent on local suppliers

Quantity

Units

N/A

%

Quantity

Units

N/A*

%

N/A

%

N/A

%

N/A

%

Quantity

Units

0

#

0

#

0

#

The current operations of SRC does not involve spending on local suppliers.

Anti-corruption Training on Anti-corruption Policies and Procedures Disclosure 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 Disclosure 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 2020.

SRC 2020 Sustainability Report

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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 consumption within the organization: Disclosure Energy consumption (renewable sources) Energy consumption (gasoline) Energy consumption (LPG) Energy consumption (diesel) Energy consumption (electricity)

Quantity N/A 4.02 N/A 9.65 3,811

Units GJ GJ GJ GJ kWh

Water consumption within the organization Disclosure Water withdrawal Water consumption Water recycled and reused

Quantity 65 100 0

Units m3 m3 m3

Materials used by the organization Disclosure Materials used by weight or volume  Renewable  Non-renewable

Quantity

Units

20 N/A

kg/liters

Ecosystems and biodiversity (whether in upland/watershed or coastal/marine) Disclosure Operational sites owned, leased, managed in, or adjacent to, protected areas and areas of high biodiversity value outside protected areas Habitats protected or restored IUCN1 Red List species and national conservation list species with habitats in areas affected by operations

Quantity N/A

Units

N/A N/A

ha

5 of 11

SRC 2020 Sustainability Report

Environmental impact management Air Emissions GHG Disclosure Direct (Scope 1) GHG Emissions Energy indirect (Scope 2) GHG Emissions Emissions of ozone-depleting substances (ODS) Air pollutants Disclosure NOx SOx Persistent organic pollutants (POPs) Volatile organic compounds (VOCs) Hazardous air pollutants (HAPs) Particulate matter (PM)

Quantity N/A N/A N/A

Units Tonnes CO2e Tonnes CO2e Tonnes

Quantity N/A N/A N/A N/A N/A N/A

Units kg kg kg kg kg kg

Solid Waste Disclosure Total solid waste generated Reusable Recyclable Composted Incinerated Residuals/Landfilled

Quantity 85 N/A 20 50 N/A 15

Units kg kg kg kg kg kg

Hazardous Waste Disclosure Total weight of hazardous waste generated Total weight of hazardous waste transported

Quantity N/A N/A

Units kg kg

Solid and Hazardous Wastes

Effluents Disclosure Total volume of water discharges Percent of wastewater recycled

Quantity 65 0

Units Cubic meters %

Environmental compliance Non-compliance with Environmental Laws and Regulations Disclosure 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

SRC 2020 Sustainability Report

Quantity 0

Units PhP

N/A

#

N/A

#

6 of 11

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 Disclosure Total number of employees2 a. Number of female employees b. Number of male employees Attrition rate3 Ratio of lowest paid employee against minimum wage Employee benefits List of Benefits

SSS PhilHealth Pag-ibig Parental leaves Vacation leaves Sick leaves Medical benefits (aside from PhilHealth)) Housing assistance (aside from Pagibig) Retirement fund (aside from SSS) Further education support Company stock options Telecommuting Flexible-working Hours (Others)

Y/N

Quantity 1 1 0

Units # # rate ratio

Y Y Y N/A Y Y HMO

% of female employees who availed for the year 100% 100% 100% N/A 100% 100% N/A

% of male employees who availed for the year N/A N/A N/A N/A N/A N/A N/A

N/A

N/A

N/A

N/A N/A N/A N.A N/A

N/A N/A N/A N/A N/A

N/A N/A N/A N/A N/A

Employee Training and Development Disclosure Total training hours provided to employees a. Female employees b. Male employees Average training hours provided to employees

Quantity

Units

12 0

hours hours 7 of 11

2

Employees are individuals who are in an employment relationship with the organization, according to national law or its application (GRI Standards 2016 Glossary) 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)

SRC 2020 Sustainability Report

a. Female employees b. Male employees

12 0

hours/employee hours/employee

Quantity N/A

Units %

N/A

#

Quantity N/A N/A N/A

Units % % #

Labor-Management Relations Disclosure % of employees covered with Collective Bargaining Agreements Number of consultations conducted with employees concerning employee-related policies

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*

*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 Safe Man-Hours No. of work-related injuries No. of work-related fatalities No. of work related ill-health No. of safety drills

Quantity N/A N/A N/A N/A N/A

Units Man-hours # # # #

Labor Laws and Human Rights Disclosure No. of legal actions or employee grievances involving forced or child labor

Quantity

Units #

Do you have policies that explicitly disallows violations of labor laws and human rights (e.g. harassment, bullying) in the workplace?

Topic Y/N If Yes, cite reference in the company policy Forced labor N Child labor N Human Rights N

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 N Forced labor N SRC 2020 Sustainability Report

8 of 11

Child labor Human rights Bribery and corruption

N N N

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

Customer satisfaction

Score

Did a third party conduct the customer satisfaction study (Y/N)?

N/A

Health and Safety Disclosure Quantity Units No. of substantiated complaints on product or service N/A # 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 Quantity Units No. of substantiated complaints on marketing and N/A # labelling* 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.

SRC 2020 Sustainability Report

9 of 11

Customer privacy Disclosure Quantity Units 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 Disclosure No. of data breaches, including leaks, thefts and losses of data

SRC 2020 Sustainability Report

Quantity 0

Units #

10 of 11

UN SUSTAINABLE DEVELOPMENT GOALS Product or Service Contribution to UN SDGs Key products and services and its contribution to sustainable development.

Key Products and Societal Value / Potential Negative Services Contribution to UN SDGs Impact of Contribution Investment in stocks and capital market

SRC’s investment in HEDC contributes to SDG 9 by helping companies finance projects that will boost manufacturing industries and infrastructure

Absence of risk management program may consequently result in negative impact to financed businesses and investments

Management Approach to Negative Impact 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.

SRC 2020 Sustainability Report

11 of 11

% Republic of the Philippines)

)s's'

CERTIFICATION I, the undersigne4 MILAGROS V. REYES, PRESIDENT OF SEAFRONT RESOURCES CORPORATION, with office address at 7d Floor JMT Building, ADB Avenue, Pasig City, after having been swom and in accordance with law hereby states that the prescribed accounts and figures provided in the electronic documents are based on the contents ofthe 2020 Annual Audited Financial Statements Submitted to the Securities and Exchange Commission (SEC).

IN WITNESS WHEREOF. I hereto affixed my signature this

day

of

2021 at

Pasig City.

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MvR

'fr88w*MILAGdOS V.ftEYES

AFFIANT ^,^) "*' Lr

day of tlAY 0 3 20?1 2021 at Pasig Ciry, SUBSCRIBED AND SWORN to before me this affiant exhibited to me her Tan Identification Number (TIN) 100-732-77 5.

Doc. Pase

No.---F-: {f''l : No.

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ATTY. LOUtFttARK R. L|MCOL|OC

-. . Apgoiolnlbnt N o. 112 (2020-2021) Notary Publi{for Pasig, San Juan, paieros Until 31 Oecember 202,1 7F JMT Bldg. Ortigas Center, pasig City

RottNo.6334i PTRllo. 5242984 i O'l t't1l2a i; pasig City ' ItsP No..143420;01/1112021:

RS[4

MCLE Complrance No. Vt-0018291: 02/06/19

SEAFRONT RESOURCES CORPORATION

Control No.: Form Type:

GFFS (rev 2006)

GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

PSIC:

Table 1. Statements of Financial Position FINANCIAL DATA A.

ASSETS (A.1 + A.2 + A.3 + A.4 + A.5 + A.6 + A.7 + A.8 + A.9 + A.10) A.1 Current Assets (A.1.1 + A.1.2 + A.1.3 + A.1.4 + A.1.5) A.1.1 Cash and cash equivalents (A.1.1.1 + A.1.1.2 + A.1.1.3) A.1.1.1 On hand A.1.1.2 In domestic banks/entities A.1.1.3 In foreign banks/entities A.1.2 Trade and Other Receivables (A.1.2.1 + A.1.2.2) A.1.2.1 Due from domestic entities (A.1.2.1.1 + A.1.2.1.2 + A.1.2.1.3 + A.1.2.1.4) A.1.2.1.1 Due from customers (trade) A.1.2.1.2 Due from related parties A.1.2.1.3 Others, specify (A.1.2.1.3.1+A.1.2.1.3.2) A.1.2.1.3.1 Receivables from a consortium operator A.1.2.1.3.2 Accrued interest A.1.2.1.3.3 Loans receivable A.1.2.1.3.4 Dividends receivable A.1.2.1.3.5 Advances to Suppliers A.1.2.1.3.6 Receivable from HEDC A.1.2.1.3.7 Others A.1.2.1.4 Allowance for doubtful accounts (negative entry) A.1.2.2 Due from foreign entities, specify (A.1.3.2.1 + A.1.3.2.2 + A.1.3.2.3 + A.1.3.2.4) A.1.2.2.1 A.1.2.2.2 A.1.2.2.3 Allowance for doubtful accounts (negative entry) A.1.3 Inventories (A.1.3.1 + A.1.3.2 + A.1.3.3 + A.1.3.4 + A.1.3.5 + A.1.3.6) A.1.3.1 Raw materials and supplies A.1.3.2 Goods in process (including unfinished goods, growing crops, unfinished seeds) A.1.3.3 Finished goods A.1.3.4 Merchandise/Goods in transit A.1.4 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) A.1.4.1 Financial 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) A.1.4.1.1 National Government A.1.4.1.2 Public Financial Institutions A.1.4.1.3 Public Non-Financial Institutions A.1.4.2 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)

2020

2019

( in P'000 )

( in P'000 )

584,095 117,045 77,118

630,211 89,801 43,037

77,118

43,037

353 353

407 407

353

407

61

124

239

218

53

65

38,399

45,288

38,399

45,288

38,399

45,288

NOTE: This general form is applicable to companies engaged in Agriculture, Fishery, Forestry, Mining, and Quarrying, Manufacturing, Electricity, Gas and Water, Construction, Wholesale and Retail Trade, Transportation, Storage and Communications, Hotels and Restaurants, Real Estate, Community, Social and Personal Services, other forms of production, and general business operations. This form is also applicable to other companies that do not have industry-specific Special Forms. Special forms shall be used by publicly-held companies and those engaged in non-bank financial intermediation activities, credit granting, and activities auxiliary to financial intermediation, which require secondary license from SEC. Domestic corporations are those which are incorporated under Philippine laws or branches/subsidiaries of foreign corporations that are licensed to do business in the Philippines where the center of economic 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.

Financial Institutions are corporations principally engaged in financial intermediation, facilitating financial intermediation, or auxiliary financial services. Non-Financial institutions refer to corporations that are primarily engaged in the production of market goods and non-financial services.

Page 1

Control No.: Form Type: GFFS (rev 2006) GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

Table 1. Statements of Financial Position

PSIC:

2020 ( in P'000 )

Table 1. Statements of Financial Position A.1.4.3 Loans and Receivables - issued by domestic entities: A.1.4.3.1 National Government A.1.4.3.2 Public Financial Institutions A.1.4.3.3 Public Non-Financial Institutions A.1.4.4 Financial Assets at Fair Value Thruogh other Comprhensive Income (FVOCI) A.1.4.4.1 National Government A.1.4.4.2 Public Financial Institutions A.1.4.4.3 Public Non-Financial Institutions A.1.4.4.4 Private Financial Institutions A.1.4.4.5 Private Non-Financial Institutions A.1.4.5 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) A.1.4.5.1 Financial Assets at fair value through profit or loss A.1.4.5.2 Held-to-maturity investments A.1.4.6 Allowance for decline in market value (negative entry) A.1.5 Other Current Assets (state separately material items) (A.1.5.1 + A.1.5.2 + A.1.5.3) A.1.5.1 Creditable Input VAT A.1.5.2 Other investment A.1.5.3 Prepaid taxes A.1.5.3 Supplies Inventory A.1.5.3 Prepaid expenses A.1.5.3 Other current asset A.2 Property, plant, and equipment (A.2.1 + A.2.2 + A.2.3 + A.2.4 + A.2.5 + A.2.6 + A.2.7+A.2.8) A.2.1 Land A.2.2 Building and improvements including leasehold improvement A.2.3 Machinery and equipment (on hand and in transit) A.2.4 Transportation/motor vehicles, automotive equipment, autos and trucks, and delivery equipment A.2.5 Others, specify (A.2.5.1 + A.2.5.2 + A.2.5.3 + A.2.5.4 + A.2.5.5) A.2.5.1 Property, or equipment used for education purposes A.2.5.2 Construction in progress A.2.6 Appraisal increase, specify (A.2.6.1 + A.2.6.2 + A.2.6.3 + A.2.6.4) A.2.7 Accumulated Depreciation (negative entry) A.2.8 Impairment Loss or Reversal (if loss, negative entry) A.3 Investments accounted for using the equity method (A.3.1 + A.3.2 + A.3.3 ) A.3.1 Equity in domestic subsidiaries/affiliates A.3.2 Equity in foreign branches/subsidiaries/affiliates A.3.3 Others, specify (A.3.1.1 + A.3.2.1 + A.3.3.1 + A.3.3.4) A.3.3.1 A.3.3.2 A.4 Investment Property A.5 Biological Assets A.6 Intangible Assets (A.6.1 + A.6.2) A.6.1 Major item/s, specify (A.6.1.1 + A.6.1.2 + A.6.1.3 + A.6.1.4) A.6.1.1 A.6.1.2 A.6.1.3 A.6.2 Others, specify (A.6.2.1 + A.6.2.2 + A.6.2.3 + A.6.2.4) A.6.2.1 A.7 Assets Classified as Held for Sale A.8 Assets included in Disposal Groups Classified as Held for Sale

Page 2

2019 ( in P'000 )

467,050 4,123

540,410 4,610

462,927

535,800

1,175 801

1,069 738

369

330

5

Control No.: Form Type:

Control No.: Form Type:

GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

Table 1. Statements of Financial Position

PSIC:

2020 ( in P'000 )

Table 1. Statements of Financial Position A.9 Long-term receivables (net of current portion) (A.9.1 + A.9.2 + A.9.3) A.9.1. From domestic entities, specify (A.9.1.1 + A.9.1.2 + A.9.1.3 + A.9.1.4) A.9.1.1 A.9.1.2 A.9.1.3 A.9.1.4 A.9.2 From foreign entities, specify (A.9.2.1 + A.9.2.2 + A.9.2.3 + A.9.2.4) A.9.2.1 A.9.2.2 A.9.2.3 A.9.3 Allowance for doubtful accounts, net of current portion (negative entry) A.10 Other Assets (A.10.1 + A.10.2 + A.10.3 + A.10.4+A.10.5) A.10.1 Deferred charges - net of amortization A.10.2 Deferred Income Tax A.10.3 Advance/Miscellaneous deposits A.10.4 Others, specify (A.10.4.1 + A.10.4.2 + A.10.4.3 + A.10.4.4) A.10.5 Allowance for write-down of deferred charges/bad accounts (negative entry) B. LIABILITIES (B.1 + B.2 + B.3 + B.4 + B.5) B.1 Current Liabilities (B.1.1 + B.1.2 + B.1.3 + B.1.4 + B.1.5 + B.1.6 + B.1.7) B.1.1 Trade and Other Payables to Domestic Entities B.1.1.1 Loans/Notes Payables B.1.1.2 Trade Payables B.1.1.3 Payables to Related Parties, specify (B.1.1.3.1 + B.1.1.3.2 + B.1.1.3.3) B.1.1.3.1 B.1.1.3.2 B.1.1.3.3 B.1.1.4 Others, specify (B.1.1.4.1 + B.1.1.4.2 + B.1.1.4.3) B.1.1.4.1 Accruals B.1.1.4.2 Withholding tax payable B.1.1.4.3 Deferred credits B.1.1.4.4 Accounts payable B.1.1.4.5 Due from broker B.1.2 Trade and Other Payables to Foreign Entities (specify) (B.1.2.1+B.1.2.2+B.1.2.3+B.1.2.4) B.1.2.1 Derivative liability B.1.2.2 B.1.2.3 B.1.3 Provisions B.1.4 Financial Liabilities (excluding Trade and Other Payables and Provisions) B.1.5 Liabilities for Current Tax B.1.6 Deferred Tax Liabilities B.1.7 Others, specify (If material, state separately; indicate if the item is payable to public/private or B.1.7.1 Dividends declared and not paid at balance sheet date B.1.7.2 Acceptances Payable B.1.7.3 Liabilities under Trust Receipts B.1.7.4 Portion of Long-term Debt Due within one year B.1.7.5 Deferred Income B.1.7.6 Any other current liability in excess of 5% of Total Current Liabiilities, specify: B.1.7.6.1 B.1.7.6.2

Page 3

GFFS (rev 2006)

2019 ( in P'000 )

51,907 802 802

63,151 583 583

802 771 16 6 9

583 550

51,104

62,568

6 27

Control No.: Form Type: GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

Table 1. Statements of Financial Position

PSIC:

2020 ( in P'000 )

Table 1. Statements of Financial Position B.2 Long-term Debt - Non-current Interest-bearing Liabilities (B.2.1 + B.2.2 + B.2.3 + B.2.4 + B.2.5) B.2.1 Domestic Public Financial Institutions B.2.2 Domestic Public Non-Financial Institutions B.2.3 Domestic Private Financial Institutions B.2.4 Domestic Private Non-Financial Institutions B.2.5 Foreign Financial Institutions B.3 Indebtedness to Affiliates and Related Parties (Non-Current) B.4 Liabilities Included in the Disposal Groups Classified as Held for Sale B.5 Other Liabilities (B.5.1 + B.5.2) B.5.1 Deferred Income Tax B.5.2 Others, specify (B.5.2.1 + B.5.2.2 + B.5.2.3 + B.5.2.4) B.5.2.1 Subscription payable B.5.2.2 B.5.2.3 B.5.2.4 C. EQUITY (C.3 + C.4 + C.5 + C.6 + C.7 + C.8 + C.9+C.10) C.1 Authorized Capital Stock (no. of shares, par value and total value; show details) C.1.1 Common shares 388,000,000 shares, P1 par value C.1.2 Preferred Shares C.1.3 Others C.2 Subscribed Capital Stock (no. of shares, par value and total value) (C.2.1 + C.2.2 + C.2.3) C.2.1 Common shares C.2.2 Preferred Shares C.2.3 Others C.3 Paid-up Capital Stock (C.3.1 + C.3.2) C.3.1 Common shares C.3.2 Preferred Shares C.4 Additional Paid-in Capital / Capital in excess of par value / Paid-in Surplus C.5 Minority Interest C.6 Others, specify (C.6.1 + C.6.2 + C.6.3 + C.6.4 + C.6.5) C.6.1 Net unrealized gains on financial assets at FVOCI C.6.2 C.6.3 C.6.4 C.6.5 C.7 Appraisal Surplus/Revaluation Increment in Property/Revaluation Surplus C.8 Retained Earnings (C.8.1 + C.8.2) C.8.1 Appropriated C.8.2 Unappropriated C.9 Head / Home Office Account (for Foreign Branches only) C.10 Cost of Stocks Held in Treasury (negative entry) D. TOTAL LIABILITIES AND EQUITY (B + C)

Page 4

2019 ( in P'000 )

532,189 388,000 388,000

567,060 388,000 388,000

163,000 163,000

163,000 163,000

298,045 298,045

359,414 359,414

71,144

44,646

71,144

44,646

584,095

630,211

GFFS (rev 2006)

Control No.: Form Type: GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

GFFS (rev 2006)

PSIC:

Table 2. Statements of Income 2020 ( in P'000 )

FINANCIAL DATA A.

B.

C.

D.

REVENUE / INCOME (A.1 + A.2 + A.3) A.1 Net Sales or Revenue / Receipts from Operations (manufacturing, mining,utilities, trade, A.2 Share in the Profit or Loss of Associates and Joint Ventures accounted for using the A.3 Other Revenue (A.3.1 + A.3.2 + A.3.3 + A.3.4 + A.3.5) A.3.1 Rental Income from Land and Buildings A.3.2 Receipts from Sale of Merchandise (trading) (from Secondary Activity) A.3.3 Sale of Real Estate or other Property and Equipment A.3.4 Royalties, Franchise Fees, Copyrights (books, films, records, etc.)

A.3.5 Others, specify (A.3.5.1 + A.3.5.2 + A.3.5.3 + A.3.5.4 + A.3.5.5 + A.3.5.6 + A.3.5.7) A.3.5.1 Net gains on fair value changes on financial assets at FVPL A.4 Other Income (non-operating) (A.4.1 + A.4.2 + A.4.3 + A.4.4) A.4.1 Interest Income A.4.2 Dividend Income A.4.3 Net gain on FV changes on financial asset at FVPTL A.4.4 Gain / (Loss) from selling of Assets, specify A.4.3.1 Gain from sale of financial assets A.4.4 Gain / (Loss) on Foreign Exchange (A.4.4.1 + A.4.4.2 + A.4.4.3 + A.4.4.4) A.4.4.1 Net foreign currency exchange gain A.4.4.2 Miscellaneous A.4.4.3 COST OF GOODS SOLD (B.1 + B.2 + B.3) B.1 Cost of Goods Manufactured (B.1.1 + B.1.2 + B.1.3 + B.1.4 + B.1.5) B.1.1 Direct Material Used B.1.2 Direct Labor B.1.3 Other Manufacturing Cost / Overhead B.3 Finished Goods, End (negative entry) COST OF SALES (C.1 + C.2 + C.3) C.1 Purchases C.2 Merchandise Inventory, Beginning C.3 Merchandise Inventory, End (negative entry) COST OF SERVICES, SPECIFY (D.1 + D.2 + D.3 + D.4 + D.5 + D.6) D.1 D.2 D.3 D.4 D.5

Page 5

2019 ( in P'000 )

2018 ( in P'000 )

35,033

34,645

13,361

35,033 667 34,029

34,645 416 33,464 437

13,361 118 12,886

337

329

337

329

357 5 352

Control No.: Form Type: GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

GFFS (rev 2006)

PSIC:

Table 2. Statements of Income 2020 ( in P'000 )

FINANCIAL DATA E. OTHER DIRECT COSTS, SPECIFY (E.1 + E.2 + E.3 + E.4 + E.5 + E.6) E.1 E.2 E.3 E.4 E.5 E.6 F. GROSS PROFIT (A - B - C - D - E) G. OPERATING EXPENSES (G.1 + G.2 + G.3 + G.4) G.1 Selling or Marketing Expenses G.2 Administrative Expenses G.3 General Expenses G.4 Other Expenses, specify (G.4.1 + G.4.2 + G.4.3 + G.4.4 + G.4.5 + G.4.6) G.4.1 Net loss on fair value changes on financial assets at FVPL G.4.2 Unrealized foreign currency exchange loss G.4.3 Realized foreign currency exchange loss G.4.4 Unrealized marked-to market loss from currency forward G.4.5 Impairment loss on available-for-sale financial assets G.4.6 H. FINANCE COSTS I. NET INCOME (LOSS) BEFORE TAX ( F - G - H) J. INCOME TAX EXPENSE (negative entry) K. INCOME AFTER TAX L. Amount of (i) Post-Tax Profit or Loss of Discontinued Operations; and (ii) L.1 L.2 M. Profit or Loss Attributable to Minority Interest N. Profit or Loss Attributable to Equity Holders of the Parent

Page 6

2019 ( in P'000 )

2018 ( in P'000 )

35,033 8,528

34,645 2,217

13,361 20,212

1,637

2,216

2,217

6,891 6,889 2

1

17,994 17,994

26,505 7 26,498

32,428 7 32,421

1

-6,850 7 -6,858

Control No.: Form Type: GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas Center, Pasig City TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

GFFS (rev 2006)

PSIC:

Table 3. Statements of Cash Flows 2020 ( in P'000 )

Table 1. Statements of Financial Position CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) Before Tax and Extraordinary Items Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities Depreciation Amortization, specify: Impairment (recovery of) loss on receivables Others, specify: Net unrealized foreign currency exchange loss (gain) Net unrealized loss (gains) on financial assets at FVTPL Net unrealized loss (gains) on sale financial assets at FVTPL Unrealized marked-to-market loss from currency forward Gain on sale of financial assets/ Dividend income Interest income Impairment loss on available-for-sale financial assets Write-down of Property, Plant, and Equipment Changes in Assets and Liabilities: Decrease (Increase) in: Receivables Short-term investment Inventories Other Current Assets Others, specify: Increase (Decrease) in: Trade and Other Payables Income and Other Taxes Payable Subscriptions payable Interest received Income taxes paid A. Net Cash Provided by (Used in) Operating Activities (sum of above rows) CASH FLOWS FROM INVESTING ACTIVITIES Reductions/(Additions) to Property, Plant, and Equipment Others, specify: Dividends received Proceeds from sale of financial assets at FVPL Proceeds from sale of AFS financial assets Acquisitions of AFS financial assets Acquisitions of financial assetsat FVPL Decrease in AFS Payment of subscriptions payable B. Net Cash Provided by (Used in) Investing Activities (sum of above rows) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from: Issuance of Securities Payments of: (Stock Subscriptions) C. Net Cash Provided by (Used in) Financing Activities (sum of above rows) NET INCREASE IN CASH AND CASH EQUIVALENTS (A + B + C) Cash and Cash Equivalents Beginning of year End of year

Page 7

2019 ( in P'000 )

2018 ( in P'000 )

26,505

32,428

-6,850

6,889

-437

17,994

-34,029 -667

-33,464 -416

-12,886 -118

11

-19

-28

-107

-87

-88

213

-79

-56

730

362

111

-455

-1,712

-1,921

34,009

45,668

645

527

-11,321

3,026

34,535

34,347

3,671

34,080

32,635

1,751

43,037 77,118

10,402 43,037

8,652 10,402

Control No.: Form Type: GFFS (rev 2006) GENERAL FORM FOR FINANCIAL STATEMENTS NAME OF CORPORATION: SEAFRONT RESOURCES CORPORATION CURRENT ADDRESS: 7th Floor JMT Building, ADB Avenue, Ortigas TEL. NO.: 8634-6066 FAX NO.: COMPANY TYPE : HOLDING If these are based on consolidated financial statements, please so indicate in the caption.

Table 4. Statements of Changes in Equity (Amount in P'000)

Table 1. Statements of Financial Position

A.

B. C.

D. E. F.

G.

H.

FINANCIAL DATA Balance, 1-Jan-18 A.1 Correction of Error (s) A.2 Changes in Accounting Policy Restated Balance Surplus C.1 Surplus (Deficit) on C.2 Surplus (Deficit) on C.3 Currency Translation C.4 Other Surplus (specify) C.4.1 C.4.2 C.4.3 C.4.4 C.4.5 Net Income (Loss) for the Period Dividends (negative entry) Appropriation for (specify) F.1 F.2 F.3 F.4 F.5 Issuance of Capital Stock G.1 Common Stock G.2 Preferred Stock G.3 Others Balance, 1-Jan-19

PSIC:

Capital Stock 163,000

Additional Paidin Capital

Revaluation Increment

Translation Differences

Net Unrealized Gains (Losses) on Financial Assets at FVOCI 273,068

Retained Earnings 19,081

-9,722

TOTAL 455,149

-9,722

-9,722

163,000

263,346

Page 8

-6,857

-6,857

12,224

438,570

C01204-2020

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)

Feb 27, 2020 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 6. Industry Classification Code(SEC Use Only) 7. Address of principal office

7th Floor, JMT Building, ADB Avenue, Ortigas Cente Postal Code

1600 8. Issuer's telephone number, including area code

(632) 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 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 February 27, 2020 at the Conference Room 1, 47th Floor, Yuchengco Tower 1, RCBC Plaza Building, cor. Sen. Gil J. Puyat and Ayala Avenues, Makati City, at which a quorum was present, the Board of Directors approved the holding of the Annual Stockholders' Meeting on May 28, 2020 at 1:30 p.m. at Rooms 527-528 YIAS, Level 5, Podium 4, RCBC Plaza Building, 6819 cor. Sen. Gil J. Puyat and Ayala Avenues, Makati City. The record date of stockholders entitled to notice and to vote at the meeting shall be on March 16, 2020.

Type of Meeting ✔

Annual Special

Date of Approval by Board of Directors

Feb 27, 2020

Date of Stockholders' Meeting

May 28, 2020

Time

1:30 PM

Venue

Rooms 527-528 YIAS, Level 5, Podium 4, RCBC Plaza Building, 6819 Cor. Sen. Gil J. Puyat and Ayala Avenues, Makati City

Record Date

Mar 16, 2020

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

Designation

Asst. Corporate Secretary/ Alternate CIO

C01844-2020

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 16, 2020 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 6. Industry Classification Code(SEC Use Only) 7. Address of principal office

7TH Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City Postal Code

1600 8. Issuer's telephone number, including area code

(632) 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 - Other Events

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

Filing of Current Report under Section 17 of the Securities Regulation Code Amid COVID-19 Pandemic Background/Description of the Disclosure

We are pleased to attach our report on the risks and impact of the COVID-19 on Seafront Resources Corporation's business operations. This is pursuant to the declaration of state policy to ensure full and fair disclosure about securities and the duty of issuers to report every fact which would be reasonably expected to materially affect the investors to buy, to sell or hold securities.

Other Relevant Information

Please see attached disclosure.

Filed on behalf by: Name

Arlan Profeta

Designation

Asst. Corporate Secretary/ Alternate CIO

SEAFRONT RESOURCES CORPORATION Current Report under Section 17 of the Securities Regulation Code Amid COVID-19 Pandemic

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, Seafront Resources Corporation (SRC), 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, SRC 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 the Hermosa Ecozone, a jointventure project of SRC and five other companies led by Investment and Capital Corporation of the Philippines and Penta Capital Investment Corporation. Hermosa Ecozone is a masterplanned 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 Hermosa Ecozone administration to ensure that the locators have their respective business continuity plans in place.

SRC assures its shareholders that while it fully supports the Government’s actions to combat COVID-19, it will also ensure that SRC’s business operations will remain unhampered.

CR01975-2020

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 17-4 - Request for Extension to File SEC Form 17-Q References: SRC Rule 17, SEC Memorandum Circular No. 7 Series of 2008 and Section 17.2 and 17.8 of the Revised Disclosure Rules.

For the period ended

Mar 31, 2020

Deadline of Submission May 15, 2020 of Quarterly Report Reason for requesting extension to submit Quarterly Report

In compliance with SEC Memorandum Circular No. 5, Series of 2020, as amended, Seafront Resources Corporation (SRC) is requesting for an extension of time with the SEC for the filing of its 2019 SEC 17-A Report, including the applicable attachments thereto. The preparation of the financial statements and timely completion of the reports have been affected by circumstances beyond the control of SRC such as travel restrictions, the limitations on normal business operations, and the resulting measures imposed in response to COVID-19 outbreak. Considering that the 2019 Annual Report and Financial Statements are necessary to complete the 2020 SEC 17Q 1st Quarter Report, we hereby request for an extension of time up to June 30, 2020 to submit the Company’s 2020 SEC 17Q 1st Quarter Report.

Other Relevant Information

Please see attached.

The Company undertakes to submit the report within five (5) calendar days after the prescribed deadline or upon submission of the report to the Securities and Exchange Commission, whichever is earlier. The Company understands that failure to comply with the undertaking may result to the imposition of applicable penalty/ies and/or sanction/s.

Filed on behalf by: Name

Arlan Profeta

Designation

Asst. Corporate Secretary/ Alternate CIO

SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-LC (COVID 19) NOTIFICATION OF INABILITY TO FILE SEC FORM 17-A OR 17-Q Check One: SEC Form 17-A [ ] Period ended: Date of this report:

SEC Form 17-Q []

March 31, 2020 April 8, 2020

Date of required filing: May 15, 2020

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

.

1.

SEC Identification Number: 40979

3.

Exact name of issuer as specified in its charter: Seafront Resources Corporation

4.

Province, country or other jurisdiction of incorporation: Metro Manila, Philippines

5.

Industry Classification Code:

6.

7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City Address of principal office

7.

(632) 8637-2917 Issuer's telephone number, including area code

8.

Not Applicable Former name, former address, and former fiscal year, if changed since last report.

9.

Are any or all of these securities listed on a Stock Exchange Yes [ ]

2. BIR Tax Identification No.: 000-194-465-000

(SEC Use Only) 1605 Postal Code

No [ ]

If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange

PART I - REPRESENTATIONS If the subject report could not be filed due to COVID19 and the issuer seeks relief from SRC Rule 17-1, the following should be completed. (Check box if appropriate) (a) The operation of the Company is.

[  ] Domestic Only [ ] Domestic and Foreign

(b) The subject annual report on SEC Form 17-A [ ] and/or the subject quarterly report on SEC Form 17-Q [] will be filed within the period prescribed in SEC MC 5, series of 2020 or in any amendment thereto.1

1 SEC Form 17-LC (H1 2020)

PART II- OTHER INFORMATION (a) Name, address and telephone number, including area code, and position/title of person to contact in regard to this notification Name and position : Arlan P. Profeta, Compliance Officer Telephone number : (632) 8637 2917 Address: 7th Floor JMT Building ADB Ave. Otigas Pasig City

(b) Have all other periodic reports required under Section 17 of the Code and under Sections 25 and 177 of the Revised Corporation Code, during the preceding 12 months, or for such shorter period that the issuer was required to file such report(s), been filed? If the answer is no, identify the report(s).

Yes [  ]

No [ ]

Reports: ............................................................

(c) The indicative date the company would convene the Annual Stockholders’ Meeting: Late August 2020 to September 2020 (The actual date of the ASM will be determined as soon as the uncertainties connected with the ECQ and the COVID19 become more manageable) Please provide reason if company could not provide an indicative date.

SIGNATURE Pursuant to the requirements of the SRC Rule 17-1, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Seafront Resources Corporation Registrant's full name as contained in charter

Milagros V. Reyes .................................................................................................................................................

President / CEO/COO

Date : April 8, 2020

1

For PLC with domestic operation only, the filing of 17_A or 17-Q is extended until 30 June 2020. For PLC with foreign operation, the filing of said reports is extended until 30 June 2020 or 60 days from that date of lifting of travel restrictions/ban by the concerned government authorities, whichever comes later.

2 SEC Form 17-LC (H1 2020)

CR02005-2020

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 17-3 - Request for Extension to File SEC Form 17-A References: SRC Rule 17, SEC Memorandum Circular No. 7 Series of 2008 and Section 17.2 and 17.8 of the Revised Disclosure Rules

For the fiscal year ended

Dec 31, 2019

Deadline of Submission Apr 14, 2020 of Annual Report Reason for requesting extension to submit Annual Report

In compliance with SEC Memorandum Circular No. 5, Series of 2020, as amended, Seafront Resources Corporation (SRC) is requesting for an extension of time with the SEC for the filing of its 2019 Annual Reports, including the applicable attachments thereto. The preparation of the financial statements and timely completion of the reports have been affected by circumstances beyond the control of SRC such as travel restrictions, the limitations on normal business operations, and the resulting measures imposed in response to COVID-19 outbreak.

Other Relevant Information

Please see attached.

The Company undertakes to submit the report within fifteen (15) calendar days after the prescribed deadline or upon submission of the report to the Securities and Exchange Commission, whichever is earlier. The Company understands that failure to comply with the undertaking may result to the imposition of applicable penalty/ies and/or sanction/s.

Filed on behalf by: Name

Arlan Profeta

Designation

Asst. Corporate Secretary/ Alternate CIO

SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-LC (COVID 19) NOTIFICATION OF INABILITY TO FILE SEC FORM 17-A OR 17-Q Check One: SEC Form 17-A [  ] Period ended: Date of this report:

SEC Form 17-Q [ ]

December 31, 2019 April 8, 2020

Date of required filing: April 14, 2020

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

.

1.

SEC Identification Number: 40979

3.

Exact name of issuer as specified in its charter: Seafront Resources Corporation

4.

Province, country or other jurisdiction of incorporation: Metro Manila, Philippines

5.

Industry Classification Code:

6.

7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City Address of principal office

7.

(632) 8637-2917 Issuer's telephone number, including area code

8.

Not Applicable Former name, former address, and former fiscal year, if changed since last report.

9.

Are any or all of these securities listed on a Stock Exchange Yes [ ]

2. BIR Tax Identification No.: 000-194-465-000

(SEC Use Only) 1605 Postal Code

No [ ]

If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange

PART I - REPRESENTATIONS

If the subject report could not be filed due to COVID19 and the issuer seeks relief from SRC Rule 17-1, the following should be completed. (Check box if appropriate) (a) The operation of the Company is.

[  ] Domestic Only [ ] Domestic and Foreign

(b) The subject annual report on SEC Form 17-A [  ] and/or the subject quarterly report on SEC Form 17-Q [ ] will be filed within the period prescribed in SEC MC 5, series of 2020 or in any amendment thereto.1

1 SEC Form 17-LC (H1 2020)

PART II- OTHER INFORMATION (a) Name, address and telephone number, including area code, and position/title of person to contact in regard to this notification Name and position : Arlan P. Profeta, Compliance Officer Telephone number : (632) 8637 2917 Address: 7th Floor JMT Building ADB Ave. Otigas Pasig City

(b) Have all other periodic reports required under Section 17 of the Code and under Sections 25 and 177 of the Revised Corporation Code, during the preceding 12 months, or for such shorter period that the issuer was required to file such report(s), been filed? If the answer is no, identify the report(s).

Yes [  ]

No [ ]

Reports: ............................................................

(c) The indicative date the company would convene the Annual Stockholders’ Meeting: Late August 2020 to September 2020 (The actual date of the ASM will be determined as soon as the uncertainties connected with the ECQ and the COVID19 become more manageable) Please provide reason if company could not provide an indicative date.

SIGNATURE Pursuant to the requirements of the SRC Rule 17-1, the issuer has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Seafront Resources Corporation Registrant's full name as contained in charter

Milagros V. Reyes .................................................................................................................................................

President / CEO/COO

Date : April 8, 2020

1

For PLC with domestic operation only, the filing of 17_A or 17-Q is extended until 30 June 2020. For PLC with foreign operation, the filing of said reports is extended until 30 June 2020 or 60 days from that date of lifting of travel restrictions/ban by the concerned government authorities, whichever comes later.

2 SEC Form 17-LC (H1 2020)

C02673-2020

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 8, 2020 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 6. Industry Classification Code(SEC Use Only) 7. Address of principal office

7TH Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City Postal Code

1605 8. Issuer's telephone number, including area code

(632) 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 7-2 - Postponement of Annual Stockholders' Meeting References: SRC Rule 17 (SEC Form 17-C) and Section 7 of the Revised Disclosure Rules

Subject of the Disclosure

Postponement of the Regular Annual Stockholders’ Meeting of Seafront Resources Corporation Background/Description of the Disclosure

Postponement of the Regular Annual Stockholders’ Meeting originally scheduled on May 28, 2020, to be held at a later date (to be determined).

Date of Approval by Board of Directors

Apr 7, 2020

Date of Stockholders' Meeting (as provided in any day of May the By-Laws) Reason(s) for postponement

The postponement is being requested in relation to the delays in the preparation and submission of relevant reports, such as the Annual Report (SEC Form No. 17-A) and the Quarterly Report (SEC Form No. 17-Q) for the First Quarter of 2020, brought about by the Enhanced Community Quarantine as a means to contain the spread of COVID-19.

Other Relevant Information

Please see attached.

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.

April 8, 2020 Date of Report (Date of earliest event reported)

2. SEC Identification Number: 40979 3. BIR Tax Identification No. 000-194-465-000 4. SEAFRONT RESOURCES CORPORATION Exact name of issuer as specified in its charter 5.

Metro Manila, Philippines Province, country or other jurisdiction of incorporation

(SEC Use Only) 6. Classification Code: 6. Industry

7.

7th Floor JMT Building ADB Ave. Ortigas, Pasig City Address of principal office

8.

(632) 8637-2917 Issuer's telephone number, including area code

9.

NA Former name or former address, if changed since last report

1605 Postal Code

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Class

Common Stock

Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding 163,000,000

11. Indicate the item numbers reported herein: (Items 9): Item 9.

The Annual Stockholders’ Meeting (ASM) of Seafront Resources Corporation (SPM) scheduled for any day in May 2020 as per by-laws will be postponed due to the implementation of the Enhanced Community Quarantine (ECQ) by the national government, its effect on SPM’s distribution of documents and reports required to be given to stockholders prior to the ASM, and to safeguard the health and safety of all our stakeholders.

The actual date of the ASM will be determined as soon as the uncertainties connected with the ECQ and the COVID-19 become more manageable.

SIGNATURES Pursuant to the requirements of the Securities Regulation Code, the SEC Code of Corporate Governance and the Registrant’s Manual on Corporate Governance, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARLAN P. PROFETA Compliance Officer Assistant Corporate Secretary Date: April 8, 2020

REPUBLIC OF THE PHILIPPINES ) PASIG CITY ) S.S. SECRETARY’S CERTIFICATE I, ARLAN P. PROFETA, Filipino, of legal age, with office address at 7 th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City, after having been sworn in accordance with law, hereby depose and state that: 1.

I am the duly elected and incumbent Assistant 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 7 th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City.

2.

At the Special Meeting of the Board of Directors of the aforesaid Corporation held on April 7, 2020, via remote communications, as allowed under Republic Act No. 11232 or otherwise known as the Revised Corporation Code, and the Securities and Exchange Commission Memorandum Circular No. 06 Series 2020, the following resolution was passed and approved while a legal quorum was present: RESOLVED, that SEAFRONT RESOURCES CORPORATION (the “Corporation”) be authorized to postpone and reschedule its Annual Stockholders’ Meeting originally set on May 28, 2020, to be held at a date to be determined by the Board of Directors.

3.

I have executed this Certification to attest to the veracity of the facts provided above.

4.

The foregoing Resolution is valid and effective and has not been modified or revoked by the Corporation’s Board of Directors or Stockholders and reliance thereon may be made until such time that a written notice of the modification or revocation of the Resolution is received from the Corporation.

IN WITNESS WHEREOF, I have executed this Secretary’s Certificate this April 8, 2020 in Pasig City.

ARLAN P. PROFETA Corporate Secretary SUBSCRIBED AND SWORN to before me this April 8, 2020, affiant exhibiting to me his Passport No. P7449715A issued on 05 June 2018 and valid until 04 June 2028 as competent evidence of his identity.

Doc. No: 191; Page No.: 40; Book No.: 3; Series of 2020.

SRC Special BOD 04072020

ATTY. LOUIE MARK R. LIMCOLIOC Appointment No. 112 (2020-2021) Notary Public for Pasig, San Juan and Pateros Until 31 December 2021 7F JMT Bldg. Ortigas Center, Pasig City Roll No. 63341 PTR No. 5242299; 01/15/2020; Pasig City IBP No. 113855; 01/15/2020; RSM MCLE Compliance No. VI-0018291; 02/06/19

C03658-2020

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)

May 25, 2020 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 6. Industry Classification Code(SEC Use Only) 7. Address of principal office

7TH Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City Postal Code

1605 8. Issuer's telephone number, including area code

(632) 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 4-30 - 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

Approval of the 2019 Audited Financial Statements of Seafront Resources Corporation.

Background/Description of the Disclosure

Please be advised that the Board of Directors of Seafront Resources, and the Audit Committee, has approved today, May 25, 2020 the Company's 2019 Audited Financial Statements.

Other Relevant Information

---

Filed on behalf by: Name

Arlan Profeta

Designation

Asst. Corporate Secretary/ Alternate CIO

C03659-2020

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)

May 25, 2020 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 6. Industry Classification Code(SEC Use Only) 7. Address of principal office

7th Floor, JMT Building, ADB Avenue, Ortigas Cente Postal Code

1600 8. Issuer's telephone number, including area code

(632) 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 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 the 2020 Annual Stockholders' Meeting of Seafront Resources Corporation Background/Description of the Disclosure

At the regular meeting of the Board of Directors of Seafront Resources Corporation (SRC) held on May 25, 2020, the board of directors approved the holding of the 2020 Annual Stockholders' Meeting (ASM) of SRC on July 27, 2020 and the setting of the record date for said ASM on June 10, 2020.

Type of Meeting ✔

Annual Special

Date of Approval by Board of Directors

May 25, 2020

Date of Stockholders' Meeting

Jul 27, 2020

Time

TBA

Venue

TBA

Record Date

Jun 10, 2020

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

Designation

Asst. Corporate Secretary/ Alternate CIO

C04543-2020

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 29, 2020 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

7th Floor, JMT Building, ADB Avenue, Ortigas Center Pasig City Postal Code

1605 8. Issuer's telephone number, including area code

(632) 8637 2917 9. Former name or former address, if changed since last report

Not Applicable 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 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Amendments to By-Laws Background/Description of the Disclosure

At the Special Meeting of the Board of Directors of Seafront Resources Corporation ("SRC") held on June 29, 2020, the Board approved the Amendments to By-Laws. The amendments is to update the Company's By-Laws with the recent changes in corporate laws, rules and regulations as well as to make the same consistent with the Company's Manual on Corporate Governance.

Date of Approval by Board of Directors

Jun 29, 2020

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 TBA Exchange Commission Date of Receipt of SEC approval

TBA

Amendment(s) Article and Section Nos.

Please see attached "Annex A"

From

Please see Annex "A"

To

Please see Annex "A"

Rationale for the amendment(s)

The amendment of the By-Laws is being proposed to update the same of the recent changes brought by the Revised Corporation Code, and issuances by the Securities and Exchange Commission. Further, certain rights are further clarified to avoid any confusion and interpretation.

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, except for minor effect particular to the place and conduct of annual stockholders' meeting and board of director's meetings. There is no seen change in the rights of the stockholders and directors since the amendments merely reflect the provisions of the Revised Corporation Code. The provision on disqualification of directors merely clarified the parameters for such disqualification.

Other Relevant Information

-----

Filed on behalf by: Name

Arlan Profeta

Designation

Asst. Corporate Secretary/ Alternate CIO

ANNEX “A”

SEAFRONT RESOURCES CORPORATION Summary of Proposed Amendments to By-laws Article and Section Nos. Article I, Section 1

Article I, Section 3

From

To

Section 1. Certificates of Stock. Each stockholder whose subscription has been fully paid shall be entitled to one or more certificates of stock showing the number of shares registered in his name. It shall be signed by the President and countersigned by the Secretary of the Company and sealed with its corporate seal. The certificates of stock shall be issued n consecutive order and upon the stub of each certificate shall be entered the number of the certificate, date of issue, number of shares, name of stockholders, address and such other pertinent data that may be necessary. The stub shall be signed by the stockholder upon issuance to him of the corresponding certificate and shall be considered, for all purposes of the corporation, as a valid receipt therefore from the stockholders. The necessary documentary stamps for each certificate of stock shall be borne by the stockholders, purchaser or transferee.

Section 3. Transfer of Stock. Certificates of stock may be sold, transferred or hypothecated by endorsement or separate deed, but the corporation shall not consider any transfer effective until the endorsed certificate is submitted for cancellation and a new one issued in the name of the transferee.

Section 1. Certificates of Stock. Each stockholder whose subscription has been fully paid shall be entitled to a certificate of stock showing the number of shares registered in his name. It shall be signed by the President and countersigned by the Secretary of the Company and sealed with its corporate seal. The certificates of stock shall be issued in consecutive order and upon the stub of each certificate shall be entered the number of the certificate, date of issue, number of shares, name of stockholders, address and such other pertinent data that may be necessary. The stub shall be signed by the stockholder upon issuance to him of the corresponding certificate and shall be considered, for all purposes of the corporation, as a valid receipt therefore from the stockholders. The necessary documentary stamps for each share issued shall be borne by the stockholders, purchaser or subscriber.

Section 3. Transfer of Stock. Subject to restrictions, terms and conditions contained in the Articles of Incorporation, shares may be transferred, sold, assigned or pledged by delivery of the certificates of stock duly indorsed by the stockholder, his attorney-in-fact or other legally authorized person. The transfer shall be valid and binding on the corporation only upon record thereof in the books of the corporation.

All certificates submitted for transfer to another name shall be marked “CANCELED” by the Secretary and attached to its corresponding stub whereon the following data shall be shown: a. b. c.

The date when the shares were transferred.

To whom transferred.

Number of shares transferred.

Number or numbers of the new certificate or certificates.

Article I, Section 4

Section 4. Lost, Stolen or Destroyed Certificates. Duplicate certificates of stock may be issued, in lieu of any certificate or certificates alleged to have been lost or destroyed only upon compliance with the requirements of the Corporation Code.

Article I, Section 6

Section 6. Inspection of the Stock Book or Register. The Stock Book or Register shall be available for inspection by any stockholder at a reasonable time during the office hours of the corporation.

None

Article I, Section 7

Article II, Section 1

Section 1. Annual Meetings. The annual meetings of the stockholders, for the purpose of electing directors and for the transaction of such business as may properly come before the

All certificates submitted for transfer to another name shall be marked “CANCELLED” by the Secretary and attached to its corresponding stub whereon the following data shall be shown: a.

The date when the shares were transferred. b. To whom transferred. c. Number of shares transferred. d. Number or numbers of the new certificate or certificates.

No share of stock against which the corporation holds unpaid claim shall be transferable in the books of the corporation.

Section 4. Lost, Stolen or Destroyed Certificates. Duplicate certificates of stock may be issued, in lieu of any certificate or certificates alleged to have been lost or destroyed only upon compliance with the requirements of the Revised Corporation Code.

Section 6. Inspection of the Stock Book or Register. The Stock and Transfer Book or Register shall be available for inspection by any stockholder at a reasonable time during the office hours of the corporation.

Section 7. Treasury Shares. The treasury shares of the corporation shall consists of such issued, fully paid and outstanding stock of the corporation as may be donated to it, or otherwise reacquired by it either through purchase, redemption or other lawful means, and shall be held subject to disposal by the Board of Directors or the stockholders as the case may be. Such stock shall neither vote nor participate in dividends while held by the corporation.

Section 1. Annual Meetings. The annual meetings of the stockholders, for the purpose of electing directors and for the transaction of such business as may properly come

ANNEX “A”

Article II, Section 2

Article II, Section 3

Article II, Section 4

Article II, Section 7

Article II, Section 8

meeting shall be held in the principal office of the Corporation or at any place designated by the Board of Directors in the city or municipality where the principal office of the Corporation is located on any day in May as may be fixed by the board of Directors.

Section 2. Special Meetings. Special meetings of the stockholders may be called at the principal office of the Company at any time by resolution of the Board of Directors, or by order of the President, and must be called upon the written request of stockholders registered as the owners of one-third (1/3) of the total outstanding stock.

Section 3. Notice of Meetings. Notices for regular or special meetings of the stockholders may be sent by the Secretary by personal delivery, or by mailing the notice at least fifteen (15) days prior to the date of the meetings to each stockholder of record at his last known post office address, or by publishing the notice in a newspaper of national circulation. The notice shall state the place, date, and hour of the meeting, and in case of a special meeting for the purpose for which the meetings is called. Notice of any meetings may be waived, expressly or impliedly by any stockholder, in person or by proxy, before or after the meetings.

Section 4. Quorum. Unless otherwise prescribed by the Corporation Law, a quorum at any meeting of the stockholders shall consist of a majority of the subscribed capital stock of the Company represented in person or by proxy, and a majority of such quorum shall decide any question that may come before the meeting, save and except in those several matters in which the laws of the Philippines require the affirmative vote of a greater proportion.

None

None

before the meeting shall be held on any day in June as may be fixed by the board of Directors.

Section 2. Special Meetings. Special meetings of the stockholders may be called at any time by resolution of the Board of Directors, or by order of the President, or upon the written request of stockholders registered as the owners of one-third (1/3) of the total outstanding stock.

Section 3. Notice of Meetings. Notices for regular or special meetings of the stockholders may be sent by the Secretary by personal delivery, by mail, electronic mail, facsimile, or such other manner as may be allowed by the Securities and Exchange Commission (SEC), to each stockholder of record at his last known post office address, or by publishing the notice in a newspaper of general circulation, at least twenty (21) days prior to the meeting. The notice shall state the place, date, hour of the meeting, and the purpose for which the meeting is called. No failure or irregularity of notice of any regular meetings at which all the stockholders are present or represented without protest or challenge as to the legality or irregularity of said meeting, shall invalidate such meeting or any proceedings thereat. Furthermore, notice of any meetings may be waived, expressly or impliedly by any stockholder, in person or by proxy, before or after the meetings.

Section 4. Quorum. Unless otherwise prescribed by the Revised Corporation Code, a quorum at any meeting of the stockholders shall consist of a majority of the subscribed capital stock of the Company, whether represented in person or by proxy, or by remote communication or in absentia as may be allowed by law. A majority of such quorum shall decide any question that may come before the meeting, save and except in those several matters in which the laws of the Philippines, require the affirmative vote of a greater proportion. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be present or represented.

A stockholder who participates through remote communication or in absentia shall be deemed present for the purpose of determining quorum.

Section 7. Place and Conduct of Meetings. Stockholders meetings, whether regular or special, shall be held in the principal office of the corporation, or in any city in Metro Manila, or at any place designated by the Board of Directors in the city of municipality where the principal office of the corporation is located, or through remote communication which shall include, but is not limited to, teleconferencing, videoconferencing, or other alternatives modes of communication.

If a stockholder intends to participate in a meeting through remote communication, he/she shall notify in advance the Presiding Officer and/or the Secretary of the Company of his/her intention to do so. The Secretary shall note such fact in the Minutes of the Meeting.

Section 8. Conduct of Meeting. At all meetings of the stockholders, the Chairman of the Board, or in his absence, the President, or in the absence of both the Chairman and the President, a person chosen by the majority in interest of the stockholders of the corporation present in person or by proxy shall act as Chairman of the meeting. The

ANNEX “A”

Article II, Section 9

None

Article III, Section 3

Section 3. Vacancy. If any vacancy shall occur among the Directors by death, resignation or otherwise, any meeting at which a quorum shall be present. In case of vacancy in the Board, the remaining Directors shall continue to act, but if at any time their number be reduced to less than a quorum, the Directors shall call a special meeting of the stockholders for the purpose of filling such vacancies.

Article III, Section 5

Section 5. Regular Meetings. The Board shall meet regularly once every quarter on such day, at such time and in such place at it may fix.

Secretary of the corporation shall act as secretary of all meetings of stockholders, or in his absence, any person appointed by the Chairman of the meeting.

Section 9. Proxies. A stockholder entitled to vote at any meeting of stockholders may vote either in person or by proxy, or through remote communication which shall include, but is not limited to, teleconferencing, videoconferencing, or other alternatives modes of communication. Unless otherwise provided in the proxy, such proxy shall be valid only for the meeting for which it is intended. Proxies must be filed with the Corporation's Secretary, Assistant Secretary or transfer agent at least ten (10) calendar days before the meeting. A stockholder may revoke the proxy either by written revocation duly presented to the Secretary, Assistant Secretary, or transfer agent of the corporation at least three days before the day of the meeting or by actual presence at the meeting. The Secretary or a special committee of inspectors composed of the Secretary, Assistant Secretary, and the transfer's agent representatives should validate the proxies at least five days before the meeting. The decision of the Secretary or the special committee of inspectors on the validity of the proxies shall be final and binding until and unless set aside by a court of competent jurisdiction.

Section 3. Vacancy. Any vacancy or vacancies occurring in the Board of Directors by reason of death, resignation or for any cause other than removal by the stockholders, may be filled by the vote of at least a majority of the remaining members of the Board, if still constituting a quorum; otherwise, the vacancy must be filled by the stockholders at a regular or at any special meeting of the stockholders called for the purpose. A Director so elected to fill the vacancy shall be elected only for the unexpired term of his predecessor in office.

When the vacancy prevents the remaining directors from constituting a quorum and emergency action is required to prevent grave, substantial, and irreparable loss or damage to the Corporation, the vacancy may be temporarily filled from among the officers of the Corporation by unanimous vote of the remaining directors. The action by the designated director shall be limited to the emergency action necessary, and the term shall cease within a reasonable time from the termination of the emergency or upon election of the replacement director, whichever comes earlier. The Corporation must notify the Securities and Exchange Commission within three (3) days from the creation of the emergency board, stating therein the reason for its creation.

Section 5. Regular Meetings. The Board shall meet regularly once every quarter on such day, at such time, at the principal office of the corporation, or in any city in Metro Manila, or at such other place as a majority of the directors may designate from time to time, or through remote communication which shall include, but is not limited to, teleconferencing, videoconferencing, or other alternative modes of communication.

Directors may attend Board meetings through teleconference or videoconference or any electronic medium where attendees can participate, including the right to vote on matters for approval of the Board, during the meeting even if not physically present. Board meetings through teleconferencing or videoconferencing should comply with the applicable rules and requirements of the Securities and Exchange Commission.

ANNEX “A” Article III, Section 6

Section 6. Special Meetings. Special Meetings of the Board of Directors shall consist of a majority of the entire membership of the Board. A majority of such quorum shall decide any question that may come before the meeting.

Section 6. Special Meetings. Special Meetings of the Board of Directors shall be held in the principal office of the corporation, or in any city in Metro Manila, or at such other places as may be designated in the call, or through remote communication which shall include, but is not limited to, teleconferencing, videoconferencing, or other alternative modes of communication. The meeting may be called by the President, or by request of a majority of Directors. Such special meetings may be held at any time and place without notice by the unanimous written consent of all members of the Board who are present in the Philippines.

Directors may attend and vote during Board meetings through teleconference or videoconference or any electronic medium where attendees can participate during the meeting even if not physically present. Board meetings through teleconferencing or videoconferencing should comply with the applicable rules and requirements of the Securities and Exchange Commission.

Article III, Section 10

Section 10. Disqualification. No person shall qualify or be eligible for nomination or election to the Board of Directors if the Board of Directors, by at least a majority vote of all its members, determines that such person is engaged in or is otherwise connected with any business which is antagonistic and / or inimical to that of the Corporation.

Section 10. Disqualification. No person shall qualify or be eligible for nomination or election to the Board of Directors if such person is an antagonistic-competitor of the Corporation, or has interest/s whether directly or indirectly, which is/are disadvantageous or inimical to the Corporation, as may be determined by at least a majority of the Board of Directors, in the exercise of its judgment in good faith. Without limiting the generality of the foregoing, a person shall be deemed to be an antagonisticcompetitor:

i.

If he is an employee, officer, manager or controlling person, director, or the owner (either of record or beneficially) of ten percent (10%) or more of any outstanding class of shares, of any corporation [other than one in which the Corporation owns at least thirty percent (30%) of the capital stock], or any entity engaged in a business that the Board of Directors, by at least a majority vote, determines to be competitive or antagonistic to that of the Corporation or any of its subsidiaries or affiliates; or

ii.

If he is an employee, officer, manager or controlling person, director, or the owner (either of record or beneficially) of ten percent or more of any outstanding class of shares, of any corporation or entity engaged in any line of business of the Corporation or any of its subsidiaries or affiliates, when in the judgment of the Board of Directors, by at least majority vote, the laws against combinations and restraint of trade shall be violated by such person’s membership in the Board of Directors; or

iii.

If the Board of Directors, in the exercise of its judgment in good faith, determines by at least a majority vote, that he is a nominee of any person set forth in (i) and (ii) above.

ANNEX “A”

Article III, Section 11

Article IV, Section 1

Article IV, Section 6

Article V, Section 2

None

Section 1. Officers. The officers of the Corporation shall consist of the Chairman of the Board, President, such Vice-Presidents as the Board of Directors may determine, General Manager, Treasurer, Secretary and such other officers, the offices of whom may be created by the Board of Directors as the necessities of the Directors. An officer may hold more than one office provided the duties thereof are not incompatible.

The Chairman of the Board, and President shall be members of the Board of Directors.

Section 6. Treasurer. The Treasurer shall have the custody of all money, securities and values of the Corporation which come into his possession, and shall keep regular books of accounts; shall deposit said money, securities and values of the Corporation in such banking institutions as may be designated from time to time by the Board of directors, subject to withdrawals there from only upon the checks or other written demands of the Corporation which shall be signed by at least two officers to be designated by the Board of directors; and shall make such reports and perform such duties as are incident to this office or are properly required of him by the Board of directors.

Section 2. Dividends. Dividends shall be declared only from the surplus profits and shall be payable at such time, in such manner and in such amounts as the Board of Directors shall determine. No dividend shall be shall be declared which will impair the capital of the company. Stock dividends shall be declared only in accordance with law.

In determining whether or not a person is controlling person, beneficial owner, or the nominee of another, the Board of Directors may take into account such factors as business and family relationships.

Section 11. Notices. The notice of the regular or special meeting of the Board, specifying the date, time, place, object and purpose of the meeting shall be mailed by the Secretary to each of the member of the board at least two business days before any such meeting. The Secretary may send the notice by delivery, fax, electronic mail or short messaging system (SMS), or by other means of written or printed communication generally accepted and used by the business community currently available or as may be made available through technical advances or innovations in the future.

The attendance of a director at a meeting shall constitute a waiver of notice of the meeting, except where the director attends a meeting for the specific purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 1. Officers. The officers of the Corporation shall consist of the Chairman of the Board, President, such VicePresidents as the Board of Directors may determine, General Manager, Treasurer, Secretary and such other officers, the offices of whom may be created by the Board of Directors as the necessities of the Directors. Any two or more positions may be held concurrently by the same person whenever deemed convenient or expedient, except that no one shall act as President and Treasurer or Secretary at the same time.

Section 6. Treasurer. The Treasurer, who must be a resident, shall have the custody of all money, securities and values of the Corporation which come into his possession, and shall keep regular books of accounts; shall deposit said money, securities and values of the Corporation in such banking institutions as may be designated from time to time by the Board of directors, subject to withdrawals there from only upon the checks or other written demands of the Corporation which shall be signed by at least two officers to be designated by the Board of directors; and shall make such reports and perform such duties as are incident to this office or are properly required of him by the Board of directors.

Section 2. Dividends. Dividends shall be declared and paid out only to all stockholders on the basis of outstanding stock held by them from the surplus profits unrestricted retained earnings and shall be payable at such time, in such manner, frequency and in such amounts as the Board of Directors shall determine, and in accordance with law. No dividend shall be shall be declared which will impair the capital of the company. Stock dividends shall be declared only in accordance with law.

The Board of Directors shall have power and authority to fix and determine, and from time to time vary, the amount to be reserved, over and above its capital stock paid in, as working capital, to meet contingencies, to provide for the equalizations of dividends and/or for other purposes, to direct and determine the use and disposition of working capital and of any amounts so reserved; to use and apply the surplus or any part thereof in acquiring the bonds or other obligations or shares of the capital stock of the corporation, to such extent, in such manner and upon such terms as the directors shall deem expedient (and shares of

ANNEX “A”

Article VIII, Section 1

Section 1. The corporate seal of the Corporation, unless otherwise ordered by the Board of Directors, shall be circular in form and shall bear the words “SEAFRONT RESOURCES CORPORATION.” (formerly “SEAFRONT PETROLEUM AND MINERAL RESOURCES, INC.”)

Article IX, Section 1

Section 1. These By-Laws may be amended, repealed or altered, in whole or in part, by a majority vote of the entire subscribed capital stock of the company at any regular meeting of the shareholders, or at any special meeting where such action has been announced in the cell and notice of such meeting.

Section 2. The Board of Directors may adopt additional rules in harmony with foregoing By-Laws and their amendments, but shall not alter, modify or repeal the foregoing By-Laws and their amendments.

Section 3. These By-Laws shall take effect immediately after the approval of the stockholders.

capital stock so purchased or acquired may be resold, and shall not be deemed to have been retired, unless such shares shall have been retired for the purpose of reducing the capital of the corporation in the manner provided by law); to determine whether any part of the net profits or surplus shall be declared and paid as dividends; and generally to fix and determine the use and disposition of any net profits or surplus.

Section 1. The corporate seal of the Corporation, unless otherwise ordered by the Board of Directors, shall be circular in form and shall bear the words “SEAFRONT RESOURCES CORPORATION.” (formerly “SEAFRONT PETROLEUM AND MINERAL RESOURCES, INC.”). The Board has full authority to revise the corporate seal.

Section 1. The power to amend, repeal or alter these Bylaws is delegated to the Board of Directors by the affirmative vote of the stockholders owning at least twothirds (2/3) of the outstanding capital stock of the corporation. Nevertheless, the power delegated to the Board of Directors to amend or repeal the By-laws shall be considered revoked whenever stockholders owning or representing a majority of the outstanding capital stock shall so vote at a regular or special meeting.

C04545-2020

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 30, 2020 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 6. Industry Classification Code(SEC Use Only) 7. Address of principal office

7th Floor, JMT Building, ADB Avenue, Ortigas Cente Postal Code

1600 8. Issuer's telephone number, including area code

(632) 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 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 the 2020 Annual Stockholders' Meeting of Seafront Resources Corporation Background/Description of the Disclosure

At the regular meeting of the Board of Directors of Seafront Resources Corporation (SRC) held on May 25, 2020, the board of directors approved the holding of the 2020 Annual Stockholders' Meeting (ASM) of SRC on July 27, 2020 and the setting of the record date for said ASM on June 10, 2020.

Type of Meeting ✔

Annual Special

Date of Approval by Board of Directors

May 25, 2020

Date of Stockholders' Meeting

Jul 27, 2020

Time

10:00 AM

Venue

Virtual Through Remote Means of Communication

Record Date

Jun 10, 2020

Agenda

(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 May 30, 2020; (4) Approval of Management Report and the 2019 Audited Financial Statements contained in the 2019 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 May 30, 2019 to July 27, 2020; (6) Election of nine (9) members of the Board of Directors, including two (2) Independent Directors for the year 2020-2021; (7) Approval of the Amendments to the By-Laws—Article I: Sections 1, 3, 4, 6 and 7; Article II: Sections 1, 2, 3, 4, 7, 8 and 9; Article III: Sections 3, 5, 6, 10 and 11; Article IV: Sections 1 and 6; Article V: Section 2; Article VIII: Section 1; and Article IX: Section 1; (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 2020 Annual Stockholders' Meeting of Seafront Resources Corporation

Filed on behalf by: Name

Arlan Profeta

Designation

Asst. Corporate Secretary/ Alternate CIO

C05242-2020

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)

Jul 27, 2020 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

7th Floor, JMT Building, ADB Ave., 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

ITEM NO. 9 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

Results of Seafront Resources Corporation's Annual Stockholders' Meeting 2020

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 2020 Background/Description of the Disclosure

Seafront Resources Corporation’s 2020 ASM was conducted through Remote Means of Communication earlier today, July 27, 2020 (Monday) at 10:00 A.M.

List of elected directors for the ensuing year with their corresponding shareholdings in the Issuer

Name of Person

Shareholdings in the Listed Company Direct

Nature of Indirect Ownership

Indirect

Roberto Jose L. Castillo

1

- -

Milagros V. Reyes

1

- -

Perry Y. Uy

1

- -

Yvonne S. Yuchengco

1

- -

Nicasio I. Alcantara

425

2,834 Lodged with PDTC

Medel T. Nera

1

- -

Ernestine Carmen Jo D. Villareal-Fernando

1

- -

Raul M. Leopando

-

Victor V. Benavidez External auditor

1,000

661 Lodged with PDTC - -

SyCip Gorres Velayo & Co.

List of other material resolutions, transactions and corporate actions approved by the stockholders

All items in the Agenda that need Stockholders' approval were confirmed and ratified as follows: AGENDA I. Call to Order II. Proof of Notice of the Meeting III. Approval of the Minutes of the Annual Stockholders’ Meeting held on May 30, 2019 IV. Approval of Management Report and the 2019 Audited Financial Statements contained in the 2019 Annual Report V. Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period May 30, 2019 to July 27, 2020 VI. Approval to the Amendments of By-Laws—Article I: Sections 1, 3, 4, 6, and 7; Article II: Sections 1, 2, 3, 4, 7, 8 and 9; Article III: Sections 3, 5, 6, 10 and 11; Article lV: Sections 1 and 6; Article V: Section 2; Article Vlll: Section 1; and Article lX: Section 1 VII. Election of Nine (9) members of the Board of Directors including two (2) Independent Directors for the years 2020-2021 VIII. Appointment of the Company’s External Auditors IX. Other Matters X. Adjournment Other Relevant Information

--

Filed on behalf by: Name

Arlan Profeta

Designation

Asst. Corporate Secretary/ Alternate CIO

C05243-2020

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)

Jul 27, 2020 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

7th Floor, JMT Building, ADB Ave., 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

COMMON 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 July 27, 2020.

Background/Description of the Disclosure

Results of Seafront Resources Corporation's Organizational Meeting of the Board of Directors on July 27, 2020.

List of elected officers for the ensuing year with their corresponding shareholdings in the Issuer

Name of Person

Position/Designation

Shareholdings in the Listed Company Direct

Nature of Indirect Ownership

Indirect

Roberto Jose L. Castillo

Chairman

1

- -

Milagros V. Reyes

President

1

- -

Perry Y. Uy

Treasurer

1

- -

Samuel V. Torres

Corporate Secretary, Chief Information Officer

-

- -

Arlan P. Profeta

Assistant Corporate Secretary, Alternate Information Officer; Compliance Officer, Data Privacy Officer

-

- -

List of Committees and Membership Name of Committees

Members

Position/Designation in Committee

Corporate Governance Committee

Ernestine Carmen Jo D. Villareal-Fernando

Chairman

Corporate Governance Committee

Nicasio I. Alcantara

Member

Corporate Governance Committee

Medel T. Nera

Member

Audit Committee/BROC

Nicasio I. Alcantara

Chairman

Audit Committee/BROC

Ernestine Carmen Jo D. Villareal-Fernando

Member

Audit Committee/BROC

Medel T. Nera

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