Issuu

COVER SHEET

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)

ARLAN P. PROFETA

8637-2917

(Contact Person)

(Company Telephone Number)

Definitive

1 2

3 1

Month

Day

2 0 - I S

(Fiscal Year)

0 6

2 4

Month

Day

(Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc.

Amended Articles Number/Section Total Amount of Borrowings

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.

SEAFRONT RESOURCES CORPORATION 7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City

8637-2917 Telephone Number

31 December 2020 Fiscal Year Ending

Notice of Regular Annual Stockholders’ Meeting

SEC Form 20-IS Information Statement Pursuant to Section 20 of the Securities Regulation Code Form Type

SEAFRONT RESOURCES CORPORATION NOTICE OF REGULAR ANNUAL STOCKHOLDERS’ MEETING TO OUR STOCKHOLDERS: NOTICE IS HEREBY GIVEN that the Regular Annual Meeting of the Stockholders of Seafront Resources Corporation (the “Company”) will be conducted virtually (or via online means of communication) on Thursday, June 24, 2021 at 3:30 PM, with the following agenda: (1) (2) (3) (4) (5) (6)

(7) (8) (9) (10)

Certification of Service of Notice; Determination of Quorum/Call to Order; Approval of Minutes of the last Regular Stockholders’ Meeting held on July 27, 2020; Approval of Management Report and the 2020 Audited Financial Statements contained in the 2020 Annual Report; Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period July 27, 2020 to June 24, 2021; Election of nine (9) members of the Board of Directors for the year 2021-2022: a. Approval of the extension and retention of Mr. Nicasio I. Alcantara and Atty. Ernestine Carmen Jo D. Villareal-Fernando as Independent Director Approval of the Amendments to the By-Laws – Article III, Section 8 Appointment of External Auditors; Other Matters; and Adjournment.

Only stockholders of record at close of business on April 15, 2021 shall be entitled to vote at said meeting or any adjournment thereof. Pursuant to the alternative modes of notice as provided for in the Securities and Exchange Commission’s NOTICE dated April 20, 2020, this notice to Stockholders shall be published in the business section of two (2) newspapers of general circulation, in print and online format, for two (2) consecutive days not later than 21 days before the scheduled meeting. The Information Statement, Management Report, SEC Form 17-A and other pertinent meeting documents shall be made available in the Company’s website (www.seafrontresources.com.ph) and via PSE Edge. To conform with the Government’s regulation on social distancing and prohibition on mass gatherings, and as allowed under the Company’s Amended By-Laws, the Regular Annual Meeting shall be held virtually or via online/remote communication. The stockholders shall be allowed to cast their votes by proxy, or by remote communication, or in absentia pursuant to Section 49 of the Revised Corporation Code of the Philippines and SEC Memorandum Circular No. 6-2020. To participate in the Annual Meeting, stockholders must register from 9:00 a.m. of June 03, 2021 until 5:00 p.m. of June 14, 2021 through the following link: http://seafrontresources.com.ph/investor_relations and follow the steps provided therein. The procedures for participation via remote communication and in absentia can be found in the said link. Please see Annex “B” of the Information Statement. Stockholders who wish to appoint proxies may submit proxy forms until 5:00 p.m. of June 14, 2021 to the Office of Corporate Secretary at 7th Floor, JMT Building, ADB Ave., Ortigas Center, Pasig City or by email to asm@seafrontresources.com.ph. Validation of proxies will be held on June 15, 2021. A sample proxy form will be enclosed in the Information Statement for your convenience.

ATTY. SAMUEL V. TORRES Corporate Secretary

AGENDA DETAILS AND RATIONALE

Call to Order. The Chairman of the Board of Directors, Mr. Roberto Jose L. Castillo, will call the meeting to order.

Certification of Notice and Quorum. The Corporate Secretary will certify that the written Notice for the meeting was duly sent to stockholders of record, including the date of publication and the newspaper where the notice was published. He will also certify that the quorum exists, and the Stockholders representing at least a majority of the outstanding capital stock, present in person or by proxy, shall constitute a quorum for the transaction of business. Pursuant to Sections 23 and 57 of the Revised Corporation Code and SEC Memorandum Circular No. 6, Series of 2020, stockholders may participate and vote through remote communication or in absentia. Stockholders may register by submitting the requirements via email at asm@seafrontresources.com.ph and vote in absentia on the matters for resolution at the meeting. A stockholder who votes in absentia, as well as a stockholder participating by remote communication, shall be deemed present for the purpose of quorum. Please refer to Annex “B” on the Procedures and Requirements for Voting and Participation in the 2021 Regular Annual Stockholders’ Meeting for complete information on remote participation or voting in absentia, as well as on how to join the livestream for the 2021 ASM.

Approval of the Minutes of the Annual Stockholders Meeting held on July 27, 2020. The Copy of the Minutes of the Meeting held on July 27, 2020 is available at the Company’s website: link for the said Minutes. and at the PSE Edge. A resolution approving the minutes will be presented to the stockholders for approval.

Approval of Management Report and the 2020 Audited Financial Statements contained in the 2020 Annual Report. The Report summarizes the milestones and key achievements of Seafront Resources Corporation (the “Company”) and provides a clear picture of how the Company achieved its goals and strategic objectives for the year 2020. The Company’s audited financial statements, the highlights of which are explained in the President and Chief Executive Officer’s Report and in the Information Statement. Copies of the 2020 Audited Financial Statements, previously approved by the Board of Directors, were also submitted to the Securities and Exchange Commission (SEC) and the Bureau of Internal Revenue (BIR). Please see Annex “D” for AFS 2020 and 1 st Quarterly Report ending March 2021

Confirmation and Ratification of all acts contracts and investments made and entered into by the Management and/or Board of Directors during the period July 27, 2020 to June 24, 2021. The actions for approval are those taken by the Board and/or its committees and the Management since the Annual Stockholders’ Meeting on July 27, 2020 until June 24, 2021, including the internal procedures for participation in meetings and voting through remote communication or in absentia. Agreements, projects, investments, treasury-related matters and other matters covered by disclosures to the SEC and the Philippine Stock Exchange will likewise be presented for approval. The acts of the officers were those taken to implement the resolutions of the Board or its committees or made in the general conduct of business.

Election of Nine (9) members of the Board of Directors (including retention of Independent Directors) for the year 2021-2022. At its meeting held on April 23, 2021, the Corporate Governance Committee, as the standing committee of the Board of Directors constituted for the purpose of reviewing and evaluating the qualifications of persons nominated to become members of the Board of Directors (including the independent directors) and pursuant to the provisions of the Revised Manual on Corporate Governance Manual of the Company, reviewed the candidates for director to ensure that they have all the qualifications and none of the disqualifications for nomination and election as members of the Board of Directors. The nine (9) nominees will be submitted for election to the Board of Directors by the stockholders at the Annual Stockholders’ Meeting. For this year, the candidates to the Board are the following: a.

As Regular Directors: 1) Mr. Roberto Jose L. Castillo 2) Mr. Medel T. Nera 3) Mr. Raul M. Leopando 4) Mr. Victor V. Benavidez 5) Ms. Milagros V. Reyes 6) Ms. Yvonne S. Yuchengco

As Independent Directors: 7) Atty. Ernestine Carmen Jo D. Villareal-Fernando (for retention) 8) Mr. Nicasio I. Alcantara (for retention) 9) Basil L. Ong (new election)

Please refer to Item 5 – Directors and Executive Officers of the Information Statement for the profile of the nominees to the Board. Stockholders will have the opportunity to elect the directors who will serve for the term 2021- 2022 by way of individual voting, by ballot and by proxy. 7.

Approval of the Amendments to the By-Laws – Article III, Section 8 The Company’s By-Laws will be amended as directed by the Securities and Exchange Commission, more particularly, Section 8, Article III of the same.

Appointment of the Company’s External Auditors. The Company’s Board Audit Committee assessed and evaluated the performance for the previous year of the Company’s external auditor, SYCIP GORRES VELAYO & CO. (SGV). Based on the Board Audit Committee, the Board of Directors will recommend the reappointment of SGV as the Company’s external auditor for 2020. SGV, one of the top auditing firms in the country, is fully accredited by the SEC. A resolution for the appointment of the Company’s external auditor for 2021 shall be presented to the stockholders for approval.

Other Matters The Chairman of the meeting will inquire whether there are other relevant matters and concerns to be discussed.

10. Adjournment Upon determination that there are no other relevant matters to be discussed, the meeting will be adjourned on motion duly made and seconded.

SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS Information Statement Pursuant to Section 20 of Securities Regulation Code 1.

Check the appropriate box: Preliminary Information Statement √ Definitive Information Statement

Name of Registrant as specified in its charter: SEAFRONT RESOURCES CORPORATION

Province, country or other jurisdiction of incorporation or organization: PASIG CITY, PHILIPPINES

SEC Identification Number: 40979

BIR Tax Identification Code: 000-194-465

Address of principal office: 7TH FLOOR, JMT BUILDING, #27 ADB AVENUE, ORTIGAS CENTER PASIG CITY 1600, PHILIPPINES

Registrant’s telephone number, including area code: (632) 8637-2917

Date, time and place of the meeting of security holders: June 24, 2021 at 3:30 p.m. virtually or via online/remote communication. http://seafrontresources.com.ph/investor_relations.

Approximate date on which the Information Statement is first to be sent or given to security holders: May 31, 2021.

10. Securities registered pursuant to Section 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants):

Title of Each Class Common

Number of Shares of Common Stock Outstanding 163,000,000 shares

11. Are any or all of registrant’s securities listed on the Philippine Stock Exchange? Yes______________No_____________ If so, disclose name of the Exchange: The Philippine Stock Exchange, Inc.

Information Required by Items of SEC Form 20-IS A. GENERAL INFORMATION

Item 1 Date, time and place of meeting of security holders The Regular Annual Meeting of the Stockholders of Seafront Resources Corporation (the “Company”) will be held on Thursday, June 24, 2021, at 3:30 p.m. To be called and conducted and presided virtually or via online/remote communication by the presiding officer at the Company’s principal office address at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City. http://seafrontresources.com.ph/investor_relations. Mailing Address –7th Floor, JMT Building, #27 ADB Avenue, Ortigas Center, Pasig City, Philippines. Approximate date of which the Information Statement is to be first sent or given to security holders: 31 May 2021 WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Item 2 Dissenters’ Right of Appraisal There are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of appraisal as provided in Section 80 of the Revised Corporation Code of the Philippines (RCC). The Dissenter’s Right of Appraisal shall be available under the following instances: a.

b. c. d.

In case of any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholders or class of shares, or of authorizing preferences in any respect superior to those outstanding shares of any class, or extending or shortening the term of corporate existence; In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the RCC; In case of merger or consolidation; and In case of investment of corporate funds for any purpose other than the primary purpose of the Company.

In the event that a dissenting stockholder exercises his Right of Appraisal, he shall be entitled to demand payment of the fair value of his shares. The right of appraisal shall be exercised by making a written demand to the Company for the payment of the fair value of shares held, within thirty (30) days after the date on which the vote was taken. Failure to make the demand within such period shall be deemed a waiver of the Appraisal Right. If the proposed corporate action is implemented, the dissenting stockholder shall be paid the fair value his shares as of the day before the vote was taken, excluding any appreciation or depreciation, upon surrender of the certificate or certificates of stock representing the stockholder’s shares (Sec. 81, RCC). If the dissenting/withdrawing stockholder and the Company cannot agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the same shall be determined and appraised by three (3) disinterested persons, the first shall be named by the dissenting/withdrawing stockholder, the second by the Corporation, and the third by the two (2) thus chosen. The findings of the majority of the appraisers shall be final, and their award shall be paid by the Company within 30 days after such award is made, but no payment shall be made unless the Company has unrestricted retained earnings in its books to cover such payment. Upon payment by the Company of the agreed or awarded price, the stockholder shall forthwith transfer the shares to the Company (Sec. 81, RCC). Item 3 Interest of Certain Persons in Matters to be Acted Upon No director, nominee for election as director, associate of the nominee or executive officer of the Company at any time since the beginning of the last fiscal year had any substantial interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon in the meeting, other than election to office. No director has informed the Corporation in writing that he intends to oppose any action to be taken by the registrant at the meeting. 6

B. CONTROL AND COMPENSATION INFORMATION

Item 4 Voting Securities and Principal Holders Thereof a) Number of Shares Outstanding as of 30 April 2021: Number of Votes Entitled

163,000,000 One (1) vote per share

Foreign Equity Ownership as of 30 April 2021: The Company Foreign equity ownership, as follows: No. of Shares % Ownership Shares held by Filipino 162,166,619 common 99.49% Shares held by foreign nationals 833,381 common 0.51% Total 163,000,000 common 100.00% b) Only holders of the Company’s stock of record at the close of business on April 15, 2021, acting in person or by proxy, on the day of the meeting are entitled to notice and to vote at the Annual Stockholders Meeting to be held on June 24, 2021. Stockholders of record are entitled to one vote per share. Voting may be done viva voce or by balloting or in absentia.

Manner of Voting Section 5.0 of Article II of the By-Laws of the Corporation provides that stockholder may vote at all meetings the number of shares registered in their respective names either in person or by proxy executed in writing, or through remote communication or in absentia as allowed by the Board of Directors. No proxy shall be recognized unless presented to the Secretary for inspection and registration at least ten (10) calendar days before the date of said meeting. The stockholders have cumulative voting right with respect to the election of the Company’s Directors: (See also Page 17 Item 19 Voting Procedures). 1. Election of Directors shall be held at the Annual Stockholders’ Meeting. It shall be done by majority (2/3 for the amendment of the By-Laws) of stock represented in the meeting, or vote through remote communication or in absentia, and shall be conducted in the manner provided in Section 23 of the RCC, and with such formalities and in such manner as the presiding officer at the meeting shall then and there determine and provide: a) he/she may vote such number of shares for as many persons as there are Directors to be elected; b) he/she may cumulate said share and give one candidate as many votes as the number of Directors to be elected multiplied by his/her shares; c) he/she may distribute them on the same principle among as many candidates as he/she may see fit. In any of these instances, the total number of votes cast by the stockholders should not exceed the number of shares owned by him/her as shown in the books of the Corporation multiplied by the total number of Directors to be elected. d) Discretionary authority to cumulate vote is not solicited.

d) Security Ownership of Certain Record and Beneficial Owners and Management 1.

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 April 30, 2021. Title of Class

Name, Address of Record Owner

Relationship with Issuer

Name of Beneficial Owner

Common

PCD Nominee Corp. MSE Building, Ayala Ave., Makati City

Stockholder

Various clients (Note 1)

Common

Common NOTE: 1. 2. 3. 4.

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

Citizenship

No. of shares held

Percentage of Ownership

Filipino

66,877,572*

41.03%

Stockholder

Pan Malayan Management and Investment Corporation (Note 2)

Filipino

30,469,858

18.69%

Stockholder

Alsons Consolidated Resources, Inc.(Note 3)

Filipino

15,544,911

9.54%

Stockholder

China Banking Corp. (Note 4)

Filipino

14,178,625

8.70%

Stockholder

-do-

Filipino

10,204,120

6.26%

None of the holders of the Company’s common shares registered under the name of PCD Nominee ownsmore than 5% of the company’s common shares. The corporate acts of PMMIC are carried out by its Board of Directors and Management.Ms. Helen Y. Dee is the Chairperson of PMMIC. The Corporate acts of Alsons Cons. Res., Inc. are carried out by its Board of Directors. Mr. Nicasio I. Alcantara is the current Chairman and 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 CEO * PCD total shares include Filipino and Non-Filipino.

Security Ownership of Management as of April 30, 2021. 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 Common Common Common Common Common Common Common Common Common Common Common Total

Name of Beneficial Owner Amount and Nature Name and Position Beneficial Ownership Roberto Jose L. Castillo Chairman 1 “Direct” Milagros V. Reyes President and Director 1 “Direct” Perry Y. Uy Director/Treasurer 1 “Direct” Yvonne S. Yuchengco Director 1 “Direct” Nicasio I. Alcantara 425 “Direct” Independent Director 2,834 “Indirect” Medel T. Nera Director 1 “Direct” Ernestine Carmen Jo D. Villareal-Fernando Independent Director 1 “Direct” Raul M. Leopando Director 661 “Indirect” Victor V. Benavidez Director 1,000 “Direct” Samuel V. Torres Corporate Secretary Arlan P. Profeta Asst. Corporate Secretary 4,926 shares

of Citizenships

Percent of Class

Filipino

0.40%

As of April 30, 2021, the Company’s directors and executive officers owned an aggregate of 4,926 shares equivalent to 0.40% of the Company’s outstanding shares. None of the members of the Company’s directors and management owns more than 2% 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 5

Directors and Executive Officers:

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

Age 67 79 75 70 67 78 69 65 59

79 75 56 47

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

Citizenship Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino Filipino

Period of Service 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

President Treasurer Corporate Secretary Asst. Corporate Secretary

Filipino Filipino Filipino Filipino

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

The Directors of the Company are elected at the annual meeting of stockholders to hold office until the next annual meeting and until each respective successor shall have been elected and qualified. Each Board member serves for a term of one year or until his successor is duly elected and qualified.

The following are the incumbent directors of the Company and their business experience for the past five (5) years: Board of Directors Mr. Roberto Jose L. Castillo, 67, Filipino, Chairman (Non-Executive Director) Publicly-Listed Companies: Mr. Castillo is the Chairman of the Board since 2018. He is also the President and Chief Executive Officer of Engineering Equipment, Inc. Non Listed: 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, Director/President Publicly-Listed Companies: She is a Director and President of PetroEnergy Resources Corporation and formerly of iPeople, inc. Non-Listed: She is presently the Chairman/President of PetroGreen Energy Corporation, Chairman of Maibarara Geothermal, Inc. and PetroSolar Corporation; 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, Director/Treasurer Non-Listed: He 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. Ms. Yvonne S. Yuchengco, 67, Filipino, Director Publicly-Listed Companies: She is a Director of House of Investments, Inc. Director/Treasurer of PetroEnergy Resources Corporation and Director of iPeople, Inc. Non-Listed: She 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

Mr. Medel T. Nera, 65, Filipino, Director Publicly-Listed Companies: Mr. Nera is the Director of iPeople, Inc.; EEI, Inc. and House of Investments, Inc. Non-Listed: He is also a Director of Generika Group. His past experience include: President and CEO of House of Investments, Inc., Director and President of RCBC Realty Corp.; Chairman of the Board of Greyhounds Security & Investigation Agency Corporation, and Zamboanga Industrial Finance Corporation (ZIFC); Chairman and President of Honda Cars Kalookan, Inc.;Director of HI-Eisai Pharmaceuticals, Inc., Investment Managers, Inc., Landev Corp., Malayan Colleges Laguna, Inc. Manila Memorial Cemetery Park, Inc., YGC Corporate Services, Inc., Chairman of Risk Oversight Committee and member of the Audit Committee of Rizal Commercial Banking Corp.; 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. Mr. Nicasio I. Alcantara, 78, Filipino, Independent Director Publicly-Listed Companies: He is presently Chairman and President of Alsons Consolidated Resources, Inc., an Independent Director of The Philodrill Corporation and Phoenix Petroleum Philippines, Inc. Non-Listed: Chairman and President of ACR Mining Corporation, Alsons Development and Investment Corporation, Sarangani Agricultural Company, Inc., Conal Corporation, Thermal Energy Corporation, Alto Power Management Corporation and many other subsidiaries under the Alcantara Group. He is the Chairman of the SITE Group International, Ltd. Mr. Alcantara serves as the Chairman of both the Corporate Governance Committee and Related Party Transactions Committee of the BDO Private Bank, Inc. and a member of the Bank’s Audit Committee. He is the Vice-Chairman of Aviana Development Corporation. Director of Enderun Colleges, Inc. Prior to this, Mr. Alcantara held the position of Chairman and President in various corporations, namely, Petron Corporation, Iligan Cement Corporation, Alson Cement Corporation, Northern Mindanao Power Corporation and Refractories Corporation of the Philippines. He was also the Chairman of Alsons Prime Investments Corporation until recently and served as Director of the 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 Atty. Ernestine Carmen Jo Villareal-Fernando, 59, Filipino, Independent Director Non-Listed: She is the Director of various corporations such as: Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, Jose E. Desiderio, Inc. and Fuego y Hielo, Inc., Founding Partner, Platon Martinez Flores San Pedro Leano Fernando Panagsagan Bantilan Law Office from 1996-2004. Independent Director of RCBC Securities, Inc., RCBC Forex Brokers Corporation and RP Land Development Corporation, Treasurer – Trustee of Philippine Bar Association. 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. Mr. Victor V. Benavidez, 69, Filipino, Director Publicly-Listed Companies: He is a Director of Boulevard Holdings, Inc. Non-Listed: He is the Nominee of Alakor Securities Corporation, 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. Mr. Raul M. Leopando, 70, Filipino, Director Non-Listed: 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.

Executive Officers: Ms. Milagros V. Reyes, 79, Filipino, Director/President Publicly-Listed Companies: She is a Director and President of PetroEnergy Resources Corporation and a Director of iPeople, Inc. Non-Listed: She is presently the Chairman/President of PetroGreen Energy Corporation, Chairman of Maibarara Geothermal, Inc. and PetroSolar Corporation; 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. 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, 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 presently the Corporate Secretary of Maibarara Geothermal, Inc., PetroGreen Energy Corporation, PetroWind Energy, Inc. and PetroSolar Corporation. He is also the Asst. Corporate Secretary of PetroEnergy Resources Corporation 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. Nominees for Election as Members of the Board of Directors for the year 2021-2022: The following incumbent directors have been nominated to the Board of Directors of the Company for the ensuing year 2021-2022 except for Mr. Basil L. Ong, and have been approved for election by the Corporate Governance Committee at its meeting on April 23, 2021.

1. 2.

3. 4. 5.

Mr. Roberto Jose L. Castillo – Director Ms. Milagros V. Reyes - Director Mr. Raul M. Leopando – Director Ms. Yvonne S. Yuchengco - Director Mr. Medel T. Nera– Director

6. 7. 8. 9.

Mr. Nicasio I. Alcantara – Independent Director Atty. Ernestine Carmen Jo D. Villareal-Fernando–Independent Director Mr. Basil L. Ong – Independent Director Mr. Victor V. Benavidez– Director

Nomination and Election of Independent Directors: Atty. Arturo B. Maulion, a stockholder of record, formally nominated Mr. Nicasio I. Alcantara, Atty. Ernestine Carmen Jo D. Villareal-Fernando and Mr. Basil L. Ong as Independent Directors. Atty. Maulion has no relations with the Nominees. (Please see attached Annex “A” for the Certification of Independent Directors). Mr. Basil L. Ong, 69, Filipino, who has been nominated as new Independent Director, has vast and deep experience in directorship as he sits as Independent Director at PetroEnergy Resources Corporation since 2011 and as Director at Transnational Diversified Group, Inc., Adventure International Tours, Inc., Wordtext Systems, Inc., Transnational Medical and Diagnostic Center, Inc., TDG Insurance Management and Agency, Inc., Transnational Financial Services, Inc., and Wellcare Health Maintenance, Inc. Mr. Ong, received his Bachelor’s Degree in Management from the Ateneo de Manila University and he completed his post graduate the Program for Management Development at the Harvard Business School.

Justification for the Retention of Mr. Nicasio I. Alcantara and Ernestine Carmen Jo Villareal-Fernando as Independent Directors Mr. Nicasio I. Alcantara, 78, Filipino, Independent Director Mr. Alcantara is a product of Ateneo de Manila University with a degree in BS Business Administration in 1964. He then pursued his studies abroad and finished his Masters in Business Administration postgraduate diploma at Sta. Clara University, California, U.S.A. in 1968. Mr. Alcantara is a distinguished and an astute businessperson who has been at the helm of numerous different companies in finance, real estate, agriculture, mining, oil and power. He is presently the Chairman and President of Alsons Consolidated Resources, Inc., Alto Power Management Corp., Alsons Thermal Energy Corp., ACR Mining Corp., the Chairman of Site Group International Limited, an Australian company, and Conal Corporation, and the Vice Chairman of Aviana Development Corp. From 2001 until 2009, he led Petron Corporation, the largest oil refining and marketing company, one of the leading oil suppliers in the Philippines, as its Chairman and CEO. He likewise served as Chairman and President for various corporations, namely, Western Mindanao Power Corporation, Northern Mindanao Power Corporation, Southern Phil. Power Corp., Refractories Corporation of the Phils., Davao Industrial Plantation, Inc., Alsons Insurance Brokers Corp., Alsons Cement Corporation, Alsons Aquaculture Corporation, and Chairman of Acil Corporation. In addition to the aforementioned executive positions, Mr. Alcantara held and continuous to hold directorships with numerous companies. Alcantara’s first directorship experience traces as far back as 1973 with Alsons Insurance Brokers Corp. and has been well-sought as director by several companies ever since. For almost five (5) decades, or from 1973 onwards, Mr. Alcantara served and continues to serve as director for various corporations, namely: Aces Technical Services, Inc., Acil Corporation, Alabel Sa Lipa Farms, Inc., Alcor Transport Corporation, Aleca Corp., Alsing Power Holdings, Inc., Alsons Aquaculture Corporation, Alsons/AWS Information System, Inc., ACR Mining Corporation, Alsons Corporation, Alsons Development and Investments Corp., Alsons Land Corporation, Alsons Power Holdings Corporation, Alson Properties Corporation, Alsons Security Co., Inc., Alsons Thermal Energy Corp., Alsons Prime Investments Corp., Alto Power Management Corporation, Alsons Cement Corporation, Alsons Consolidated Resources, Inc., Aquasur Resources Corporatioon, Buayan Cattle Co., Inc., C. Alcantara and Sons, Inc., Bank One Savings & Trust Corp., Bancasia Finance and Investment Cop., Bancasia Capital Corporation, Conal Corporation, Enderun Colleges Inc., Finfish Hatcheries, Inc., Indophil Resources NL, Kennemer Foods International, Lima Agri Farms, Inc., Lima Land, Inc., Roscal Corporation, Samal Agricultural Dev’t. Corporation, San Ramon Power, Inc., Sarangani Agricultural Co., Inc., Sarangani Cattle Co., Inc., Sarangani Energy Corporation, Sagittarius Mines, Inc., Seawood Holdings Incorporated, South Star Aviation Corporation, Sunfoods Agri. Ventures, Inc., Site Group International, Ltd., Southern Philippines Power Corporation, T'boli AgroIndustrial Development, Inc., Trusto Corporation, Western Mindanao Power Corporation, WWF Philippines, United Pulp and Paper Co. Mr. Alcantara likewise holds independent director position with BDO Private Bank, Inc., Phoenix Petroleum Philippines, Inc., Seafront Resources Corporation and The Philodrill Corporation. With the above, Mr. Alcantara’s extensive experience in various industries and remarkable professional reputation is beyond question. His guidance, through the knowledge and wisdom he gained over the years, would therefore be more than necessary in stimulating the Company’s financial growth. Atty. Ernestine Carmen Jo Villareal-Fernando, 59, Filipino, Independent Director Atty. Villareal-Fernando graduated from the University of the Philippines with a degree in A.B. Economics in 1982 with a Dean’s Medal award and having been a college scholar. Atty. Villareal- Fernando pursued her law studies in the University of the Philippines and graduated Bachelor of Laws in 1987. Prior to her UP education, she was granted a scholarship and secured a Certificate in Math and Computer Programming from Michigan State University. She was also granted a scholarship in the revived UP LLM Program. She is a member of the UP Delta Lambda Sigma Sorority and served as its Grand Archon in 1986. She was also President of the UP Delta Lambda Sigma Alumni Association. Atty. Villareal-Fernando was admitted to the Philippine Bar in 1988. In the early years of Atty. Villareal-Fernando’s law practice, she worked with Siguion Reyna Montecillo & Ongsiako Law Office, one of the oldest law firms in the Philippines, wherein she became its first female partner. She subsequently became one of the founding and Senior Partners of Platon Martinez Flores San Pedro Leano Fernando Panagsagan Bantilan Law Office in 1996, one of the top and prominent law firms in the Philippines. She co-headed its Labor Department as well. Her law practice covers the areas of general litigation, product liability, labor law, corporate law, property and due diligence. Atty. Villareal-Fernando left the Firm in 2004 to live overseas. She continued a distinguished career in the corporate practice as she held and continues to hold directorships with various notable corporations. Atty. Villareal-Fernando serves as independent director for RCBC Forex Inc., RP Land Development Corp., Seafront Resources Corporation. She also sits on the board of

directors of Fuego y Hielo Publishing, Country Bankers Insurance Corporation, Country Bankers Life Insurance Corporation, and Jose E. Desiderio, Inc. Simultaneous to these directorships, as Independent Director of RCBC Securities Inc., she presided as Chairman of RCBC Securities Inc.’s Audit Committee and Corporate Governance Committee; and was a member of various committees such as Risk Management Committee and Compensation and Remuneration Committee. She is also on the Audit Committee of Seafront Resources Corporation. She is likewise in the Executive Committee, Corporate Governance Committee and Audit Committee of both Country Bankers Life Insurance Corp. and Country Bankers Insurance Corp. She is also on the Board of the Philippine Bar Association, the oldest voluntary lawyers’ group of the Philippines where she is likewise its Treasurer. She is with the University of the Philippines Law Alumni Foundation where she is Vice Treasurer. She is also a Fellow of the Institute of Corporate Directors. Notwithstanding the above, Atty. Villareal-Fernando still finds the time to share her knowledge and wisdom as an academe in several institutions and companies. She is a lecturer at the UP College of Law and is the lone Lecturer representative on the UP Law Academic Personnel Committee. She was once Chairman of the UP Law Commercial Law Cluster. She has likewise lectured for the National Convention of the Integrated Bar of the Philippines, the UP Law Center and private corporations. She has been trained in the United Kingdom and in the Asia Pacific region on litigation and evidentiary training. Given Atty. Villareal-Fernando’s aforementioned deep and impressive professional track-record in the fields of law and corporate practice, together with her passion as an academe, it is undeniable that her knowledge and wisdom would prove to be invaluable in leading and guiding the Company towards a much robust future. Considering the above, the Corporate Governance Committee passed upon the qualifications of the above-named nominees and found no disqualifications in accordance with Rule 38 of Republic Act No. 8799 or otherwise known as the Securities Regulation Code (SRC) and the Company’s Manual on Corporate Governance, and as provided for in the Company’s By-Laws, as amended and approved by the Board of Directors and Stockholders on June 29, 2020, and July 27, 2020, respectively. The Corporate Governance Committee adheres to the criteria and guidelines governing the conduct of the nominations as set forth in the procedures under SRC Rule 38 on the Nomination and Election of Independent Directors, Amended By-Laws, and the Company’s Manual on Corporate Governance. The Company has adopted SRC Rule 38 and compliance therewith has been made. Only nominees whose names appear on the Final List of Candidates shall be eligible for election as Independent Director. No further nominations shall be entertained or allowed on the floor during the actual annual stockholders’ meeting. An Independent Director is a person who is independent of management and the controlling shareholder, and is free from any business or other relationship which could, or could reasonably be perceived to, materially interfere with his exercise of independent judgement in carrying out his responsibilities as a director.(Please see Annex “A” for the Certification of Independent Director). The members of the Board of Directors and the Independent Directors are elected at the general meeting of stockholders, who shall hold office for the term of one (1) year or until their successors shall have been elected and qualified. The Management Committee members and other Officers of the Company, unless removed by the Board of Directors, shall serve as such until their successors are elected or appointed. Significant Employees Other than the aforementioned Directors and Executive Officers identified in the item on Directors and Executive Officers in this Information Statement, 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. Family Relationship There are no family relationships known to the Company. Certain Relationships and Related Transactions (refer to Note 13 of the 2020 Audited Financial Statements) 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. All of the related party transactions disclosed in the Notes to the AFS are required disclosures of the law under the SEC and BIR regulations.

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. As of this report, the Company is not a party to any litigation or arbitration proceedings of material importance, which could be expected to have a material adverse effect on the Company or on the results of its operations. No litigation or claim of material importance is known to be pending or threated against the Company or any of its properties. As of the record date, to the best of Company’s knowledge, there are no legal proceedings against the directors and executive officers of the company within the categories described in SRC Rule 12, Part 1V paragraph (A) (4). Stocks Warrants or Options NO warrants or options were granted to the Directors and Officers from 1999. Disagreements with the Company No director has resigned or declined to stand for re-election for the Board of Directors since the date of the annual meeting of security holders due to any disagreement with the Corporation relative to the Corporation’s operations, policies and practices. Item 6

Compensation of Directors and Executive Officers

Summary Compensation Table (CEO and Top 4 Highest Paid Executive Officer) Name Designation Milagros V. Reyes President Perry Y. Uy Treasurer Atty. Samuel V. Torres Corporate Secretary Atty. Arlan P. Profeta Asst. Corporate Secretary

Compensation * -

Summary Compensation Table (All Directors as a group)

Particulars

Year

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

Salary -

Bonuses

Other Annual Compensation

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

Total 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 7

Independent Public Accountant

The external auditor of the Corporation is the auditing firm of SyCip Gorres Velayo & Co. (SGV), which was endorsed by the Audit Committee to the Board. The Board approved the endorsement and submitted the same for stockholders’ approval at the scheduled annual meeting of the stockholders. SGV accepted the Company’s nomination for re-election this year.

SGV performed the following audit services for the calendar year ended December 31, 2020: 1) the examination of the financial statements of the Company; 2) review of income tax returns; and 3) such other services related to the filing of reports made to the SEC and the Bureau of Internal Revenue (BIR). The representatives of SGV were consistently present during previous shareholders’ meeting and are expected to attend this year’s stockholders’ meeting to address questions as regards matters for which their services were engaged. In compliance with SRC Rule 68 Paragraph 3 (b) (1V) (Re: Rotation of External Auditors), Ms. Ana Lea Bergado’s engagement as signing partner for SGV for the purpose of examining the Company’s 2020 financial statements, did not exceed the five-year term limit. Ms. Ana Lea Bergado’s engagement as signing partner of SGV for Calendar year 2020 is likewise subject to the approval by the shareholders. A two-year cooling off period shall be observed in the re-engagement of the same signing partner or individual audit. Disagreements with Accountants on Accounting and Financial Disclosures As of December 31, 2020, there were no reported disagreements with Accountants on Accounting and Financial Disclosure. Audit and audit- related fees External audit fees amounted to P366,912.00 (inclusive of VAT) for the period ended December 31, 2019 and P388,080.00 (inclusive of VAT) for the period ended December 31, 2020. The fees were for the audit and review of the Company’s annual financial statements, and for services normally provided in connection with statutory and regulatory filings, and other similar engagements for CY 2019 and 2020. Aside from those discussed above, there were no other fees or other services incurred. 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/BROC’s recommendations. The Audit/Board Risk Oversight Committee (BROC), the Board of Directors and the stockholders of Seafront Resources Corporation approved the engagement of SGV & Co as the Company’s external auditor. The members of the Audit Committee/BROC are as follows: Nicasio I. Alcantara Chairman - Independent Director Medel T. Nera Member Ernestine Carmen Jo Villareal-Fernando Member - Independent Director Item 8

Compensation Plan

No action is to be taken with respect to any plan pursuant to which cash or non-cash compensation may be paid or distributed.

C. ISSUANCE AND EXCHANGE OF SECURITIES Item 9 Authorization or Issuance of Securities Otherwise than for Exchange There is no matter or corporate action to be taken up in the meeting with respect to issuance of securities. Item 10 Modification or Exchange of Securities No Modification of Outstanding Securities Item 11 Financial and Other Information The Audited Financial Statements of the Company is attached as Annex “E”. The Management’s Discussion & Analysis is incorporated in the attached Management Report. Item 12 Mergers, Consolidation, Acquisition and Similar Matters Not Applicable. Item 13 Acquisition or Disposition of Property Not Applicable. Item 14 Restatement of Accounts None.

D. OTHER MATTERS

Item 15 Action with Respect to Reports a)

Approval of the Minutes of the 2020 Annual Shareholders Meeting; The Minutes of 2020 Annual Shareholders Meeting reflects the following: 1.

Approval of Management Report and the 2019 Audited Financial Statements contained in the 2018Information Statement.

2. 3.

Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period of 30 May 2019 to 27 July 2020. Election of Nine (9) members of the Board of Directors for the year 2020-2021.

Appointment of External Auditors.

Approval of Management Report and the 2020 Audited Financial Statements;

Confirmation and Ratification of all acts, contracts and investments made and entered into by Management and/or the Board of Directors during the period of 27 July 2020 to 24 June 2021; 1.

Constitution of various Committees and Appointment of Chairman and Members: (Organizational Meeting held July 27, 2020). Such as: Corporate Governance Committee Chairperson Ernestine Carmen Jo D. Villareal-Fernando - Independent Director Members Nicasio I. Alcantara - Independent Director Medel T. Nera

Audit Committee/BROC Chairperson Mr. Nicasio I. Alcantara – Independent Director Members Ernestine Carmen Jo D. Villareal-Fernando - Independent Director Mr. Medel T. Nera - Director Corporate Information Officer/ -Atty. Samuel V. Torres Asst. Corporate Information Officer/ Compliance Officer - Atty. Arlan P. Profeta 2.

Ratification of acts and resolutions of Management and of the Board of Directors as referred to in the Notice of the Annual Meeting refers only to acts and resolutions done in the ordinary course of business and operation of the Company. Ratification is being sought in the interest of transparency and as a matter of customary practice or procedure undertaken at every Annual Meeting of Stockholders of the Company. There are no other acts and resolutions of Management and of the Board of Directors that needs the approval of the stockholders.

d) Election of Nine (9) members of the Board of Directors (including Independent Directors) for the year 2021-2022. Item 16 Matters Not Required to be Submitted a) Proof of the required notice of the meeting b) Proof of the presence of a quorum

Item 17 Amendment of Charter, By-Laws or Other Document The Company’s By-Laws will be amended as directed by the SEC, following the SEC’s review for approval of the Amended By-Laws that was approved by the Stockholders during the July 27, 2020 Annual Stockholders’ Meeting. Please see below for the comparison of the proposed amendment vis-à-vis the original wordings of the By-Laws. Article and Section Nos. Article III, Section 8

From

Section 8. Committees. The Board of Directors may create and appoint such other committees as it may consider necessary or advisable for the proper conduct and operation of the affairs of the Corporation and prescribe their respective powers and duties. The other committees shall be composed of Directors and shall be of such numbers as the Board may determine. The members of any such committee created and appointed by the Board of Directors may be removed at anytime by the Board, and any vacancies in any of said committees shall be filled by the Board of Directors.

Section 8. Committees. The Board of Directors shall create and appoint an Audit and Board Risk Oversight Committee, and a Corporate Governance Committee. The Audit and Board Risk Oversight Committee shall be composed only of members of the Board. On the other hand, the Corporate Governance Committee shall likewise act as the Nomination and Remuneration Committee of the Corporation, and shall have at least three (3) members, one of whom is an independent director. The Board of Directors may create and appoint such other committees as it may consider necessary or advisable for the proper conduct and operation of the affairs of the Corporation and prescribe their respective powers and duties. The other committees shall be composed of Directors and shall be of such numbers as the Board may determine. The members of any such committee created and appointed by the Board of Directors may be removed at anytime by the Board, and any vacancies in any of said committees shall be filled by the Board of Directors.

Item 18 Other Proposed Action None. Item 19 Voting Procedures Considering that the Company will dispense with the physical attendance of its stockholders, the Board of Directors has adopted an internal procedure for the voting and participation in the 2021 Annual Stockholders’ Meeting, which covers both electronic voting in absentia and proxy voting. For the detailed steps and guidelines, please see attached Annex “B” Procedures and Requirements for Voting and Participation in the 2021 Annual Stockholders’ Meeting.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. This report is signed in the City of Pasig on May 14, 2021.

SEAFRONT RESOURCES CORPORATION By:

SAMUEL V. TORRES Corporate Secretary

MANAGEMENT REPORT TO STOCKHOLDERS PART I - BUSINESS AND GENERAL INFORMATION INCORPORATED HEREIN ARE THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF SEAFRONT RESOURCES CORPORTION FOR THE YEAR ENDED DECEMBER 31, 2020 WITH THE CORRESPONDING STATEMENT OF MANAGEMENT RESPONSIBILITY and Unaudited 1st Quarterly Report 2021. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

For the last five (5) years, there have been no disagreements with the independent accountants on any matter of accounting principles or practices, financial statement disclosures or auditing scope or procedure. (Please see discussion on page 15 of the Information Statement Item 7 – Independent Public Accountant, Audit and Audit-Related Fees. 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 implemented a quasi-reorganization plan whereby (a) its authorized capital stock was decreased from P800 Million divided into 800 Million shares, to P388 Million divided into 388 Million shares, both at par value of P1; and (b) its issued and subscribed capital stock were decreased from P575 Million to P163 Million applied proportionately for all stockholders. The reduction surplus resulting from the quasi-reorganization was used to offset the Company’s deficit as of December 31, 1997. The quasi-reorganization plan was approved by the SEC on October 5, 1998. The registered office address of the Company is 7 th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City. The Company’s shares of stocks are listed and are currently traded at the Philippine Stock Exchange.

Business of Issuer A. Investments in Financial Assets at Fair Value through Profit and Loss (FVTPL) (Note 8 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: 2020 2019 Listed securities: Equity securities P =38,399,292 P =45,288,418 B. Investment in Financial Assets at Fair value through other comprehensive income (FVOCI) (Note 8 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 19

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. The subscriptions payable are due on demand. Investment in HEDC, is presented in the statement of financial position at fair value net of subscription payable. On January 26, 2019, the Company has paid up all the subscription payable to HEDC. 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 SECaccredited 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 of the 2020 AFS. Transaction with and/or dependence on related parties Not applicable Percentage of sale or revenue and net income contributed by foreign sales Revenues which are mainly from the unrealized gains on market value changes of FVPL, interest income, dividend and rental income are denominated in Pesos. There are no revenues from foreign sales. 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. 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. Patent, trade, copyright, licenses and etc. The Company has no existing patents, trademarks, copyrights, licenses, franchises, concessions or royalty agreements. 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. 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. 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, 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 (5) 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 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. Equity Price Risk 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. 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 creditimpaired. 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 2020 AFS for the maximum credit risk exposures on the financial instruments. Capital Management (Note 15 of the AFS) 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 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: There were no changes in the objectives, policies or processes for the years ended December 31, 2020 and 2019.

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.

PART II – SECURITIES OF THE REGISTRANT Item 5 – Market for Registrant’s Common Equity and Related Stockholders Matters Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters

Market Information Stock Market Price and Dividend on Registrant’s Common Equity (last 2 years). st

ParValue

High Low Volume

Quarter

2nd Quarter

3rd Quarter

4th Quarter

2020 2019 2020 2019 2020 2019 2020 2019 P1.00 P1.00 P1.00 P1.00 P1.00 P1.00 P1.00 P1.00 2.21 2.79 1.99 2.45 1.95 2.80 2.30 2.45 1.90 2.25 1.78 2.38 1.81 2.41 1.81 2.20 .249M .244M .93M .194M .237M .252M 1.164M 2.196M The Company’s common equity is traded in the Philippine Stock Exchange (PSE)

1st Quarter 2021 P1.00 2.79 1.85 .979M

Holders As of April 30, 2021, the Company has 4,686 stockholders.

Hereunder is the list of the top 20 Stockholders as of 30 April 2021: STOCKHOLDERS TITLE OF SHARES CLASS 1. PCD Nominee Corporation (Filipino) Common 66,546,901 2. Pan Malayan Mgnt & Inv. Corp. (PMMIC) Common 30,469,858 3. Alsons Consolidated Resources, Inc. Common 15,544,911 4. China Banking Corporation T/A-SCA-#0010 Common 14,178,625 5 China Banking Corporation T/A-SCA-#0011 Common 10,204,120 6. House of Investments, Inc. Common 4,697,613 7. Yuchengco, Alfonso T. Common 1,283,348 8. Hydee Management & Resources Corporation Common 1,042,093 9. China Banking Corporation T/A-SCA-#0013 Common 571,427 10. China Banking Corporation T/A-SCA-#0012 Common 556,122 11 PCD Nominee Corporation (NF) Common 330,671 12. Ong, Clemente Common 287,644 13. Pacific Basin Sec. Co., Inc. Common 271,248 14. Floreindo, Antonio O. Common 214,104 15. Paz, Wenceslao R. de la Common 195,594 16. A.T. Yuchengco, Inc. Common 186,637 17. Pua Yok Bing Common 159,799 18. Reyes, Vicenta S. Common 147,850 19. Santiago, Violeta G. Common 147,655 20. Kensigton Management Corporation Common 138,207 Sub-Total 147,174,427 Others 15,825,573 Grand Total 163,000,000 Note:1. 2. 3. 4.

May 18, 2021 P1.00 2.09 2.05 .44M

PERCENT OF CLASS 40.83% 18.69% 9.54% 8.70% 6.26% 2.88% 0.79% 0.64% 0.35% 0.34% 0.20% 0.18% 0.17% 0.13% 0.12% 0.11% 0.10% 0.09% 0.09% 0.08% 90.29% 9.71% 100.00%

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

Dividends In accordance with the RCC, 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 maybe 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 2019 and 2020. The last stock dividend (15%) was paid in 1997. Prior to 1997, the last cash/stock dividend paid was in 1990.

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

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 XVlll of the Continuing Listing Requirements of the Listing and Disclosure Rules. As of March 31, 2021, the Company’s public float was 81.30%.

Description of Registrant`s Securities 1.

Common Stock

The details of the Company’s capital stock are as follows:

Authorized - (P1.00 par value) Issued and outstanding

Debt Securities - Not Applicable

Stock Options - Not Applicable

No. of Shares 388,000,000 163,000,000

Amount P388,000,000.00 P163,000,000.00

PART 111 - FINANCIAL INFORMATION 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. 25

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. 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.

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. 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.

Financial Conditions (As of December 31, 2018 and 2017)

Total assets amounted to P485.126 million and P501.589 million as of December 31, 2018 and December 31, 2017, respectively. The decline 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 P10.402 million and P8.652 million as of December 31, 2018 and 2017, respectively. The 20.23% net increase was due to maturity of investment in Government Security which were previously accounted under Investment in AFS. Financial assets at fair value through profit or loss amounted to P44.851 million and P62.845 million as of December 31, 2018 and as of December 31, 2017, respectively. The 28.63% net decrease is due to downward movement in the market values of investments in stocks traded at PSE. Receivables account as of December 31, 2018 amounted to P12.538 million compared to P0.262 million as of December 31, 2017. The P12.27 million increase pertains to HEDCs 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 P0.982 million and P0.900 million as of December 31, 2018 and 2017, respectively. The 9.05% 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, 2018 amounted to P416.353 million as compared to December 31, 2017 of P428.930 million. The net decrease pertains to the downward movement of the investment in stocks. Accounts payable and accrued expenses amounted to P0.655 million and P0.711 million as of December 31, 2018 and December 31, 2017, respectively. The 7.87% 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 P45.901 million and P45.730 million relative to the 15% deferred tax on unrealized gains on untraded shares of stock classified as AFS financial assets. Total Stockholders’ Equity as of December 31, 2018 amounted to P438.570 million or P2.69 book value per share as compared to December 31, 2017 of P455.149 million or P2.79 book value per share.

Results of Operations (For the years ended December 31, 2018 and 2017)

The Company posted a net loss of P6.857 million in December 31, 2018 as compared to net income of P14.672 million or P0.09 earnings per share as of December 31, 2017. The downturn in the bottom-line figure is mainly due to the negative movements of the market values of the investments in stocks traded in the PSE. The significant increase in dividend income from P0.295 million in 2017 to P12.886 million in 2018 is mainly due to HEDC’s declaration of Dividends in August 2018, payable January 2019, none in 2017.

Interest income amounted to P0.118 million and P0.097 as of December 31, 2018 and December 31, 2017, respectively. The increase is attributed to higher interests from the RCBC trust account during the year. Other income as of December 31, 2018 and 2017 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 FVPL) amounted to net loss of P17.994 million loss and net gain of P15.387 million as of December 31, 2018 and 2017, respectively. The downturn is mainly due to the negative movements of the market values of the investments in stocks traded in the PSE. General and administrative expenses amounted to P2.217 million and P1.452 million as of December 31, 2018 and December 31, 2017, respectively. The 52.71% increase is due to payment of the Company’s share in the Plug and Abandonement (P&A) of TARA South-1 Well that the Department of Energy required for funding. As a result, the Company paid its original corresponding share in the P&A amounting to $13,702.41 (P735,545). 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%. There are no known trends, demands, commitments, events or uncertainties that will have material impact on the Company’s liquidity. There are no events that will trigger direct or contingent financial obligation that is material to the company, including default or acceleration of an obligation. There are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the company with unconsolidated entities or other persons created during the period. As of December 31, 2020, there are no material commitments for capital expenditures. There are no known trends, events or uncertainties that has material impact on sales. Aside from discussed above, there are no other significant elements of income or loss. The causes of the material changes from period to period of the financial statements, using the horizontal and vertical analysis are discussed above. Aside from those discussed, there are no other items that reached the material threshold of 5%. There are no seasonal aspects that has material effect in the financial statements 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 Please refer to the attached Financial Soundness Indicators Plan of Operations A. Investment in Financial Assets at FVOCI 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). 29

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 FVPL 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. Commitments There are no known trends, demands, commitments, events or uncertainties that will have material impact on the Company’s liquidity. Discussion of indicators of the Company’s level of performance Receivable Management The Company manages its receivables by monitoring on a regular basis to ensure timely execution of necessary intervention efforts. Bulk of the receivables as of December 31, 2020 pertains to the dividends receivable and accrued interest receivable/. 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. Rate of return of each stockholder The company has no existing dividend policy. However, the Company intends to declare dividends in the future out of its unrestricted retained earnings accordance with the RCC. Cost-reduction effort In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporation to handle its legal, administrative, accounting and treasury functions. Item 7 - Financial Statements The 2020 Audited Financial Statements (AFS) and Supplementary Schedules of the Company are incorporated herein by reference. Item 8 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 30

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

PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS Please refer to page 8 to page 13 of the Information Statement for the discussion on the identity of each of Company’s directors and executive officers, their principal occupation or employment, the name of the principal business of any organization by which such directors and executive officers are employee.

PART V – CORPORATE GOVERNANCE Compliance with Leading Practices on Corporate Governance a.

Evaluation System to Determine Compliance with Manual of Corporate Governance – The Company’s Board of Directors and management substantially adheres to and complies with the principles and best practices contained in its Manual on Code of Corporate Governance. The Company is adopting the Integrated Annual Corporate Governance Report, pursuant to the Code of Corporate Governance for Publicly-listed Companies (CG Code for PLCs), as an evaluation system for the company to measure or determine the level of compliance of the Board of Directors and top management with its Manual of Corporate Governance.

Measures Undertaken/to be undertaken to Comply with Leading Practices on Corporate Governance – Among the measures undertaken/to be undertaken to comply the Company’s Manual of Corporate Governance, are as follows: 1.

The attendance of each Director in the scheduled meetings of the Board of Directors is monitored and recorded.

The Company has Committee on Audit/Board Risk Oversight Committee (BROC) and Corporate Governance Committee under the CG Code for PLCs.

The financial reports and reports of operations are thoroughly reviewed by the external auditor before these are released to shareholders, the SEC and PSE.

Deviation from the Company’s Manual of Corporate Governance - There is no deviation from the Company’s Manual of Corporate Governance.

Plan to Improve Corporate Governance – The Company updated its Manual as mandated by SEC Memorandum Circular No. 19, series of 2016, based on the CG Code for PLCs and will, as far as they are practicable and relevant to the Company, adopt the recommendations therein. The Company will likewise accomplish and submit the Integrated Annual Corporate Governance Report.

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.

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

Defaults - None

The following are not applicable in the preparation of this report. 31

a. b. c. d.

Adjustments made that lead to the revenue recognition but which adjustments cannot be properly supported. Changes in estimates without proper disclosure which have the impact of improving results of operations. Non-application or misapplication of accounting principles and standards, misstatements, omissions, etc. 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.

Schedule of Receivable account – please refer to Note 9 of the 2020 AFS

Breakdown of Accounts payable and accrued expenses Accounts payable and accrued expenses

Professional fees Related party

Other G&A Total

509,169 2,812 290,305

802,286

As of December 31, 2019, the Corporation has no receivables from any officer, directors, employees, related parties and principal stockholders.

The Company has no liability guaranteed by others.

There were no assets pledged against secured liabilities.

Undertaking to Provide Annual Report UPONTHE WRITTEN REQUEST OF THE STOCKHOLDERS, THE COMPANY UNDERTAKES TO FURNISH SAID STOCKHOLDER WITH A COPY OF SEC FORM 17-A FREE OF CHARGE. ANY WRITTEN REQUEST FOR A COPY OF SEC FORM-17A SHALL BE ADDRESSED TO THE FOLLOWING:

Office of the Corporate Secretary SEAFRONT RESOURCES CORPORATION 7th Floor, JMT Building, ADB Avenue Ortigas Center, Pasig City

Pursuant to the requirements of the Securities Regulation Code, the Issuer has duly caused this report to sign on its behalf by the undersigned hereunto duly authorized, this May 14, 2021 in Pasig City

SEAFRONT RESOURCES CORPORATION Issuer By:

SAMUEL V. TORRES Corporate Secretary

ANNEX “A”

CERTIFICATION OF

INDEPENDENT DIRECTOR

CERTIFICATION OF INDEPENDENT DIRECTORS

I, l{lCASlO l. ALCANTARA, Filipino, of legal age and a resident of #1 Tamarind Road, Forbes Park, Makati City, after having been duly sworn to in accordance wilh law do hereby declare that:

1. I am a

nominee

for

independent director

SEAFRONT RESOURCES

CORPORATION and been Independent Dir€ctor since May 15,2002.

I am affiliated with the following companies or organizatjons:

Name of Company

Position

Term '1,

Aces Technical Services, Inc.

Chairman & President

March

Acil Corporation

Dkector

November 1987 - Present

Alabel Sa Lipa Farms, Inc.

Director

April 2012 - Present

Alcor Transport Corporalion

Director

February 1974 - Present

Alecal Corp.

Director

October 1989 - Pnsent

Alsing Po\i€r Holdings, Inc.

Chairman & President

March 1, 2021 - Present

Alsons Aquaculture Corporation

Chairman & President

March 1, 2021 - Present

Alsons/ AWS lnformation System, Inc.

Dhector

May 1997 - Present

Alsons Consolidated Resources, Inc.

Chairman & President

March 1, 2021 - Present

ACR Mining Corporation

Chahman

September 21, 2017 Present

Alsons Corporation

Director

April 1ggs-Present

Alsons Development & Investments Corp.

Chairman & President

March 1. 2021-Present

Alsons Land CorDoration

Direclor

November ot 1994+resent

Alsons Power Holdings Corporation

Director

December o{ 201 1-Presenl

Alsons Properlies Corporation

Dhectot

November of 1997-Present

Alsons Securily Co., Inc.

Director

Mav of 2013-Present

Alsons Thermal Energy Corp.

Chaiman & President

March 1. 2021- Present

Afto Power Management Corporation

Chaiman & President

March 1, 2021 - Present

Aquasur Resources Comoration

Chahman & President

March 1. 2021 - Present

Aviana Development Corporation

Yrce-Chairman

March

BDO Private Bank. Inc,

Director

September of 2009 - Present

Buayan Callle Co., Inc.

Chairman & President

March 1. 2021 - Present

Bulacnin Agri. Farms, Inc,

Dreclor

April2012 - Present

2021 - Present

2015 - Present

Casa Sonoma Agri Farms, lnc.

Director

April 2012 - Present

Colina de Conrado Farms. Inc.

Director

Aoril 2012 - Presenl

Conal Corporation

Chairman

lvlay of 2006 - Present

Conal Holdings Corporation

Chairman & President

March 1,2021 - Present

Edicon Comoration

Director

Oclober o{ 1989 - Present

Enderun Colleges, Inc.

Director

May of 2018 - Present

Fial Corporation

Chairman & President

october of 1989 - Present

Finlish Hatcheries, Inc.

Chairman

March 1, 2021 - Present

Kennemer Foods Intemational

Director

June 2013 - Present

Lima Agri Farms, Inc.

Direclor

Aoril of 2012 - Present

Maoalad Power Comoralion

Chahman & President

Mardr 1, 2021 - Present

Niacor Corporation

Chairman & President

October of 1989 - Present

Phoenix Pefoleum Philippine6, lDc.

Director

March 15, 20'19

Punta Pmperties, lnc.

Chairman & President

lvlay of 1997 - Present

Roscal Corporalion

Director

oclober of 1989 - Present

Sagittarius Mines, Inc.

Director

August of 2015 - Present

Samal Agricullunal Det't. Corporation

Director

october of 1989 - Present

San Ramon Porwr. inc.

Chairman & President

March 1, 2021 - Present

Sarangani Cattle Co., Inc.

Chairman & President

March 1, 2021 - Present

Sarangani Agricultural Co., Inc.

Chairman & President

March 1, 2021 - Present

Earangani Energy Corporation

Chairman & President

March 1, 2021 - Present

Seafront Resources Corporation

Director

illay of '1995 - Present

Seawood Holdings Incorporated

Director

January of 2013 - Present

South Star Aviation Corporation

Director

Dectmber of 1990 . Present

Sunfoods Agri, Ventures, Inc,

Chairman & President

March 1,2021 - Present

Site Group International, Ltd.

Chairman

June of 2018 - Present

Southern Philippines Power Corporation

Chairman & President

March 1, 2020 - Present

Trusto Corporation

Director

October of 1989 - Present

Westem Mindanao Power Corooration

Chaiman & President

March 1. 2021 - Present

3. I possess all lhe qualificalions

Present

and none of the disoualifications to serve as an

Independent Director of SEAFRONT RESOURCES CORPORATTON, as orovided for

in Se€tion 38 of lhe Securities Regufalion Code and its lmplementing Rules and Regulallons and SEC issuances.

I am not related to the following director/officer/subslantial shareholder of SEAFRONT

RESOURCES CORPORATION

ils

subsidiaries and afiiliates, other than the

relationship provid€d under the Rule 38.2.3 of the Securities R€gulation Cod€.

To the best of rny knowledge, I am not the subject of any pending criminal or administEtive investigation or proceeding6.

I am nol in government service or am afiiliated with a government agency or GOCC. I

shallfaithfully and diligenfly comply with my duties and responsibilities as independent

director under

lhe Securities Regulation Code and its lmplemenling Rules

and

Regulations, Code of Corporate Govemance and olher SEC issuancos. I

shall inform the Corporate Screlary of SEAFRONT RESOURCES CORPORATION

of any changes in the

above-mentioned information wilhin five days from its

o@uffence,

Done, this May 7,

2021 , at Pasig

CirV,Uev{antta,Philippines./-J

JOH

NICASIO I. ALCANTARA

Affiant SUBSCRIBED AND SWORN to before me this May z, 2021 at Pasig City, affiant personally appeared before me and exhibited to me his Passport No. P2285039A issued on March 13, 2017 by DFA Manila.

errv.

LftUre IARK R. LrucoLroc

Appo$tm€nt tlo. 112 (2020-20211 I'lot'ry Publlc forPasig. Ssn Jusn end Pateros

Doc.

No: Bl-

Paoe No.: soSk No.: Sories of 204

atr-; :

Deqnber 2021 Bldg, Ortg€s Cenler. Pa€19 0W Roll l,lo. 63341 PTR No. 52.12299; 01/11.2021; Pasig CIty IBP No. 'l13855: 01fl 112021: RSM CLE ComDliance No. Vl{018291: 0206/1I Until 31

;

JMI

CERTIFICATION OF INDEPENDENT DIRECTOR

I, BASIL L. ONG, Filipino, of legal age and a resident of 420 Agoncillo cor. Alitagtag Street, Ayala Alabang Village, Muntilupa City, after having been duly sworn in accordance with law do hereby declare that: 1. I am a nominee for Independent Director of SEAFRONT RESOURCES CORPORATION and been Independent Director since 2011 to present. 2. I am affiliated with the following companies or organizations (including Government-Owned and Controlled Corporations): COMPANY / ORGANIZATION

POSITION / RELATIONSHIP Transnational Diversified Group, Inc. Director Adventure International Tours, Inc. Director Wordtext Systems, Inc. (WSI) Director Transnational Medical and Diagnostic Director Center, Inc. (Doing business under the name and style of Transnational Medical and Diagnostic Center and Botika TDG) TDG Insurance Management and Director Agency, Inc. Transnational Financial Services, Inc. Director Wellcare Health Maintenance, Inc. Director

PERIOD OF SERVICE 1996 to present 1996 to present 2009 to present 2016 to present

2017 to present 2017 to present 2020 to present

3. I possess all the qualifications and none of the disqualifications to serve as an Independent Director of SEAFRONT RESOURCES CORPORATION, as provided for in Section 38 of the Securities Regulation Code, its Implementing Rules and Regulations and other SEC issuances. 4. I am not related to the following director/officer/substantial shareholder of SEAFRONT RESOURCES CORPORATION its subsidiaries and affiliates, other than the relationship provided under the Rule 38.2.3 of the Securities Regulation Code. (where applicable)

NAME OF DIRECTOR/OFFICER/SUBSTANTIAL SHAREHOLDER

COMPANY

NATURE OF RELATIONSHIP

5. To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding. OFFENSE CHARGED/INVESTIGATED

TRIBUNAL OR AGENCY INVOLVED

STATUS

6. I am not in government service or am affiliated with a government agency or GOCC. 7. I shall faithfully and diligently comply with my duties and responsibilities as Independent Director under the Securities Regulation Code and its Implementing Rules and Regulations, Code of Corporate Governance and other SEC issuances. 8. I shall inform the Corporate Secretary SEAFRONT RESOURCES CORPORATION of any changes in the abovementioned information within five (5) days from its occurrence. Done this May 28, 2021.

BASIL L. ONG Independent Director SUBSCRIBED AND SWORN to before me this ____________, 2021, affiant personally appeared before me and exhibited his Philippine Passport No. P5209696B issued on June 05, 2020 and valid until June 04, 2030 as competent evidence of his identity. Doc. No.: _______; Page No.: _______; Book No.: _______; Series of 2021.

ANNEX “B”

SEAFRONT RESOURCES CORPORATION Procedures and Requirements for Voting and Participation in the 2021 Annual Stockholders’ Meeting To conform with the Government’s regulations on social distancing and prohibition on mass gatherings and to protect the safety of its stockholders during the COVID-19 pandemic crisis, Seafront Resources Corporation (the “Company”) will dispense with the physical attendance of its stockholders for the 2021 Annual Stockholders’ Meeting (ASM). Instead, the Company will conduct the 2021 ASM scheduled on June 24, 2021 at 3:30 PM by remote communication and will conduct electronic voting in absentia. Only stockholders of record as of April 15, 2021 are entitled to participate and vote in the 2021 ASM. The Company has adopted the following procedures and requirements to enable its stockholders to participate and vote in the 2021 ASM: I.

ONLINE REGISTRATION STEPS AND REQUIREMENTS A. Stockholders may register from 9:00 AM of June 3, 2021 until 5:00 PM of June 14, 2021 to signify his/her/its intention to participate in the 2021 ASM by remote communication. The registration steps and requirements are available through the following link: http://seafrontresources.com.ph/investor_relations. B. To register, stockholders shall submit the following requirements to the Office of the Corporate Secretary via email at asm@seafrontresources.com.ph: B.1. For Individual Stockholders: (i) Scanned valid government issued identification card; (ii) Valid email address and active contact number; B.2. For Stockholders with Joint Accounts: (i) Authorization letter signed by all stockholders indicating the name of the person authorized to cast the votes; (ii) Valid email address and active contact number of the authorized stockholder; (iii) Scanned copy of valid government-issued identification card of the authorized stockholder; B.3. For Stockholders under PCD Participant/Brokers Account or holding ‘Scripless Shares’: (i) Broker’s Certification on the stockholder’s number of shareholdings; (ii) Valid email address and active contact number of the stockholder; (iii) Scanned copy of valid government-issued identification card of stockholder; and B.4. For Corporate Stockholders: (i) Secretary’s Certificate attesting to the authority of the representative to vote the shares on behalf of the corporate stockholder; (ii) Valid email address and active contact number of authorized representative; and (iii) Valid government-issued identification card of authorized representative. C. The documents submitted will then be verified by the Office of the Corporate Secretary with the assistance of the Stock Transfer Agent. The validation process will be completed by the Company no later than three (3) business days from the stockholder’s receipt of an email from the Company acknowledging receipt of the stockholder’s registration documents. Once validated, the stockholder will receive an email that his/her/its account has been verified and shall be provided instructions for the stockholder’s access to the Company’s electronic voting and to access the ASM livestreaming link.

II. ELECTRONIC VOTING IN ABSENTIA A. Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2021 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of 14 June 2021. Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.

B. After verification, the Company shall send a ballot to the registered stockholder through his/her/its e-mail address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows: (1) For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares. (2) For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, or vote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns. (3) Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to asm@seafrontresources.com.ph. (4) After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded. C. Thereafter, the Office of the Corporate Secretary, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies. D. Registered stockholders shall have until 5:00 PM of 14 June 2021 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2021 ASM. III. VOTING BY PROXY A. For individual stockholders holding certificated shares of the Company – Download the proxy form that is available at http://seafrontresources.com.ph/investor_relations. B. For stockholders holding ‘scripless’ shares, or shares held under a PCD Participant/Broker – Download the proxy form that is available at http://seafrontresources.com.ph/investor_relations. Stockholders are advised to coordinate with their brokers first for the execution of this type of proxy. C. For corporate stockholders Download the proxy form that is available at http://seafrontresources.com.ph/investor_relations. A copy of the duly signed and notarized Secretary’s Certificate must be submitted together with the proxy form. D. General Instructions on Voting by Proxy: (1) (2)

(3) (4) (5)

Download and fill up the appropriate proxy form. Follow the instructions on how to cumulate or allocate votes in the election of directors. Send the scanned copy of the duly executed proxy form via email to corporate secretary via asm@seafrontresources.com.ph or submit the original proxy form to the Office of the Corporate Secretary at 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City. Deadline for the submission of proxies is at 5:00 PM of 14 June 2021. Validation of proxies will be on 15 June 2021. If a stockholder avails of the option to cast his/her vote electronically in absentia and also issues proxy votes with differing instructions, the duly accomplished ballots sent through e-mail shall replace the proxy votes issued by the stockholder.

IV. PARTICIPATION BY REMOTE COMMUNICATION A. Only duly registered stockholders will be included in determining the existence of a quorum. B. Duly registered stockholders may send their questions and/or comments prior to the ASM through email at asm@seafrontresources.com.ph. The deadline for submitting questions shall be at 5:00 PM of 14 June 2021. C. The proceedings during the 2021 ASM will be recorded. For any clarifications, please contact the Office of the Corporate Secretary via email at asm@seafrontresources.com.ph.

ANNEX “C” SAMPLE ONLY PROXY SEAFRONT RESOURCES CORPORATION 2021 STOCKHOLDERS’ MEETING I/WE hereby name and appoint, _____________________________, or in his absence, the Chairman of the meeting, as my/our proxy at the annual stockholders’ meeting of SEAFRONT RESOURCES CORPORATION. (“SRC”) to be held on 24 June 2021 and/or at any postponement or adjournment thereof, and/or any annual stockholders’ meeting of SRC, which appointment shall not exceed five (5) years from date hereof. In particular, I hereby direct my said proxy to vote all my shares on the agenda items set forth below as I have expressly indicated by marking the same with an “X”. Item Subject Action No. For Against Abstain I. Approval of Minutes of the Annual Meeting on July 27, 2020 II. Approval of Management Report and the 2020 Audited Financial Statements contained in the 2020 Annual Report III. Confirmation and Ratification of all acts, contracts and investment made and entered during the period July 27, 2020 to June 24, 2021. Approval of Amendments to the By-Laws (See “Item 17” of the IV. Information Statement.)

Election of Directors for the year 2021-2022 1. Roberto Jose L. Castillo 2. Milagros V. Reyes 3. Nicasio I. Alcantara (For extension and retention as Independent Director.)

Ernestine Carmen Jo D. Villareal-Fernando (For extension and retention as Independent Director.)

VI.

5. Yvonne S. Yuchengco 6. Raul M. Leopando 7. Medel T. Nera 8. Basil L. Ong 9. Victor V. Benavidez Appointment of External Auditors

I am accomplishing this Proxy Form this _____ day of June 2021.

___________________________________ PRINTED NAME OF STOCKHOLDER

_____________________________ AUTHORIZED SIGNATORY

THIS PROXY SHOULD BE SUBMITTED UNTIL 5:00 PM OF 14 JUNE 2021, TO THE OFFICE OF THE CORPORATE SECRETARY AT 7th Floor, JMT Building, ADB Avenue, Ortigas Center, Pasig City OR BY EMAIL AT asm@seafrontresources.com.ph. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER AS DIRECTED HEREIN BY THE STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AND FOR THE APPROVAL OF THE MATTERS STATED ABOVE AND FOR SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING IN THE MANNER DESCRIBED IN THE INFORMATION STATEMENT. A STOCKHOLDER GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME BEFORE THE RIGHT GRANTED IS EXERCISED. A PROXY IS ALSO CONSIDERED REVOKED IF THE STOCKHOLDER ATTENDS THE MEETING IN PERSON AND EXPRESSED HIS INTENTION TO VOTE IN PERSON. THIS PROXY DOES NOT NEED TO BE NOTARIZED.

ANNEX “C-1” SEAFRONT RESOURCES CORPORATION 2021 STOCKHOLDERS’ MEETING ELECTRONIC VOTING IN ABSENTIA B.

Duly registered stockholders have the option to vote for the matters contained in the agenda for the 2021 ASM through electronic voting in absentia. The deadline for registration is 5:00 PM of 14 June 2021. Beyond this date, stockholders may no longer avail of the option to electronically vote in absentia.

After verification, the Company shall send a ballot to the registered stockholder through his/her/its e-mail address which shall contain all the agenda items for approval as indicated in the Notice of Meeting and the registered stockholder may vote as follows: (1)

For items other than Election of Directors, the registered stockholder has the option to vote: In Favor of, Against, or Abstain. The vote is considered cast for all the registered stockholder’s shares.

(2)

For the Election of Directors, the registered stockholder may vote for all nominees, not vote for any of the nominees, or vote for some nominees only, in such number of shares as preferred by the stockholder, provided that the total number of votes cast shall not exceed the number of shares owned, multiplied by the number of directors to be elected. The total number of votes the stockholder is allowed to cast shall be based on the number of shares he/she or it owns.

(3)

Once voting on the agenda items is finished, the stockholder can proceed to submit the accomplished ballot via email to asm@seafrontresources.com.ph. After the ballot has been submitted, the stockholder may no longer change his/her vote. The stockholder will receive a confirmation email that his/her/its vote has been recorded.

(4)

Thereafter, the Office of the Corporate Secretary and the Transfer Agent, shall tabulate all valid and confirmed votes cast through electronic voting, together with the votes through proxies.

Registered stockholders shall have until 5:00 PM of 14 June 2021 to cast their votes in absentia. Stockholders will not be allowed to cast votes during the livestream of the 2021 ASM.

Item No.

Subject

Action For

I. II. III.

IV. V.

VI.

Against

Abstain

Approval of Minutes of the Annual Meeting held on July 27, 2020 Approval of Management Report and the 2020 Audited Financial Statements contained in the 2020 Annual Report Confirmation and Ratification of all acts, contracts and investment made and entered during the period July 27, 2020 to June 24, 2021. Approval of Amendments to the By-Laws (See “Item 17” of the Information Statement.) Election of Directors for the year 2021-2022 1. Roberto Jose L. Castillo 2. Milagros V. Reyes 3. Nicasio I. Alcantara (For extension and retention as Independent Director.) 4. Ernestine Carmen Jo D. Villareal-Fernando (For extension and retention as Independent Director.) 5. Yvonne S. Yuchengco 6. Raul M. Leopando 7. Medel T. Nera 8. Basil L. Ong 9. Victor V. Benavidez Appointment of External Auditors

ANNEX “D”

2020 AUDITED FINANCIAL STATEMENT AND 2021 1ST QUARTERLY REPORT

April 7, 2021

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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:   

The submitted forms, documents and attachments are complete, truthful and correct based on the personal knowledge and the same are from authentic records; The submission is without prejudice to the right of the BIR to require additional document, if any, for completion and verification purposes; The hard copies of the documents submitted through this facility shall be submitted when required by the BIR in the event of audit/investigation and/or for any other legal purpose.

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B u i t

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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

*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.

*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

*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 =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

‒ ‒ 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

=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

− − 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

+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‒

=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

=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.

*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.

*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

EBITDA to total interest paid

EBITDA* Total interest paid

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.

C O V E R SH E E T 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) 1st Quarter Report 1 7 - Q

0 6 2 4 Month Day (Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc.

Amended Articles Number/Section Total Amount of Borrowings

4,686 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.

SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 11 OF THE SECURITIESS REGULATION CODE (SRC) AND SRC RULE 17(a)-1(b)(2) THEREUNDER 1.

March 31, 2021 For the quarterly period ended

SEC Identification Number 40979

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

Manila, Philippines Province, country or other jurisdiction of incorporation

7th Floor, JMT Condominium, ADB Avenue, Ortigas Center, Pasig City Address of principal office Postal Code

(632) 8637-29-17 Registrant’s telephone number, including area code

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

Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA Title of Each Class

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

1605

Number of Shares of Common Stock Outstanding

Common (par value of P1.00/share)

163,000,000

Amount of Debt Outstanding 9.

(SEC Use Only) Industry Classification Code:

₱52,338,215

Are any or all of the securities listed on the Philippine Stock Exchange? All issued and outstanding common shares are listed in the Philippine Stock Exchange

10.

Indicate by check mark whether the registrant: (a) has filed all reports required to be filed by Section 11 of the Securities Regulation Code(SRC) and SRC Rule 11(a)-1 thereunder and Sections 26 and 141 of the Corporation Code of the Philippines, during the preceding 12 months (or for such shorter period the registrant was required to file such reports) Yes [] (b) has been subject to such filing requirements for the past 90 days Yes []

TABLE OF CONTENTS Page no. PART I

FINANCIAL INFORMATION

Item 1. Financial Statements 1. Statements of Financial Position As of March 31, 2021, March 31, 2020 and December 31, 2020 2. Statements of Income For the 1st quarter ended March 31, 2021 and March 31, 2020 3. Statement of Changes in Equity As of March 31, 2021, March 31, 2020 and December 31, 2020 4. Statement of Cash flows As of March 31, 2021, March 31, 2020 and December 31, 2020 5. Notes to Financial Statements

4 5 6 7 8 - 27

Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations 1. Financial Condition – March 31, 2021 and March 31, 2020 2. Results of Operations – For the quarter ended March 31, 2021 and March 31, 2020 3. Financial Condition – March 31, 2021 and December 31, 2020 4. Key Performance Indicator 5. Discussion of Indicators of the Company’s Level of Performance 6. Disclosure in view of the current financial condition. 7. Results and Plan of Operations PART II OTHER INFORMATION

28 29 30 31 31 32 33 33

OTHER SUPPLEMENTARY SCHEDULES Supplementary Information and disclosures required on SRC Rule 68 Schedule of Financial Soundness Indicators Reconciliation of Retained Earnings Available for Dividend Declaration Map of relationships of companies within the group

34 - 36 37 38 39

SIGNATURES

SEAFRONT RESOURCES CORPORATION STATEMENTS OF FINANCIAL POSITION

31-Mar-21 (Unaudited)

31-Mar-20 (Unaudited)

31-Dec-20 (Audited)

P =79,326,023

=45,344,383 P

P =77,117,729

36,159,468 4,899,930 1,231,478 121,616,899

29,757,961 366,701 1,099,541 76,568,586

38,399,292 353,174 1,175,050 117,045,245

462,296,542

531,512,743

467,049,955

P =583,913,441

=608,081,329 P

P =584,095,200

Current Liabilities Accounts payable and accrued expenses

P =1,233,865

=428,740 P

=802,286 P

Noncurrent Liability Deferred tax liability Total Liabilities

51,104,350 52,338,215

62,568,371 62,997,111

51,104,350 51,906,636

Equity Capital stock - P =1 par value Authorized - 388,000,000 shares Issued and outstanding - 163,000,000 shares

163,000,000

Net unrealized gains on financial assets at FVOCI Retained earnings Total Equity

296,295,450 72,279,776 531,575,226

353,021,314 29,062,904 545,084,218

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

P =583,913,441

=608,081,329 P

P =584,095,200

ASSETS Current Assets Cash and cash equivalents Financial assets at fair value through profit or loss (FVTPL) Receivables Other current assets Total Current Assets Noncurrent Assets Financial assets at fair value through other comprehensive income (FVOCI) TOTAL ASSETS

LIABILITIES AND EQUITY

TOTAL LIABILITIES AND EQUITY See accompanying Notes to Financial Statements.

SEAFRONT RESOURCES CORPORATION STATEMENTS OF COMPREHENSIVE INCOME

REVENUES Dividend income Interest income Other income EXPENSES AND CHARGES General and administrative expenses Net losses on fair value changes on financial assets at FVTPL INCOME (LOSS) BEFORE INCOME TAX

31-Mar-21 (Unaudited)

31-Mar-20 (Unaudited)

P =4,530,011 148,776 84,964 4,763,751

=− P 236,317 85,158 321,475

1,386,648 2,239,824 3,626,472

372,166 15,530,457 15,902,623

P =1,137,279

PROVISION FOR INCOME TAX

1,416

=(15,581,148) P 1,699

NET INCOME (LOSS)

P =1,135,863

=(15,582,847) P

OTHER COMPREHENSIVE INCOME (LOSS) Items to be reclassified to profit or loss in subsequent periods Net unrealized gains (losses) on financial assets at FVOCI net of tax TOTAL COMPREHENSIVE INCOME (LOSS)

(1,749,202) (P =613,339)

(6,392,922) (P =21,975,769)

(P =0.007)

(P =0.096)

Basic and Diluted Earnings (Loss) Per Share

See accompanying Notes to Financial Statements.

SEAFRONT RESOURCES CORPORATION STATEMENTS OF CHANGES IN EQUITY

Capital Stock

Net Unrealized Gains (Loss) on Financial Assets at FVOCI

Retained Earnings (Deficit)

Total

For the 1st Quarter Ended March 31, 2021 (Unaudited) BALANCES AT BEGINNING OF YEAR Net loss Other comprehensive loss Total comprehensive loss BALANCES AT END OF QUARTER

P =163,000,000 − − – P =163,000,000

P = 298,044,651 − (1,749,202) (1,749,202) P = 296,295,449

P =71,143,913 1,135,863 − 1,135,863 P = 72,279,776

P = 532,188,564 1,135,863 (1,749,202) (613,339) P = 531,575,226

For the 1st Quarter Ended March 31, 2020 (Unaudited) BALANCES AT DECEMBER 31, 2019 Net income Other comprehensive income Total comprehensive income BALANCES AT END OF QUARTER

P =163,000,000 − − − P = 163,000,000

P = 359,414,236 − (6,392,922) (6,392,922) P = 353,021,314

P = 44,645,751 (15,582,847) − (15,582,847) P =29,062,904

P = 567,059,987 (15,582,847) (6,392,922) (21,975,769) P = 545,084,218

For the Year Ended December 31, 2020 (Audited) BALANCES AT DECEMBER 31, 2019 Net income Other comprehensive income Total comprehensive income BALANCES AT DECEMBER 31, 2020

P =163,000,000 − − − P =163,000,000

See accompanying Notes to Financial Statements.

P = 359,414,236 − (61,369,585) (61,369,585) P = 298,044,651

P = 44,645,751 26,498,162 − 26,498,162 P = 71,143,913

P = 567,059,987 26,498,162 (61,369,585) (34,871,423) P = 532,188,564

SEAFRONT RESOURCES CORPORATION STATEMENTS OF CASH FLOWS

31-Mar-21 (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Income (loss) before income tax Adjustments for: Net loss (gain) on fair value changes on financial assets at FVTPL Dividend income Interest income 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 Interest received Net cash used in operating activities

P =1,137,279

31-Mar-20 (Unaudited) (P =15,581,148)

31-Dec-20 (Audited) =26,504,899 P

2,239,824 (4,530,011) (148,776) (1,301,684)

15,530,457 ‒ (236,317) (287,008)

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

(55,047) (56,427) 430,164 (982,996) ‒ 187,079 (795,917)

18,973 (30,998) (155,553) (454,586) 28,920 228,235 (197,431)

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

CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at FVOCI Payment of subscription payable Net cash provided by investing activities

3,004,211 ‒ 3,004,211

2,504,545 ‒ 2,504,545

526,650 ‒ 526,650

NET INCREASE IN CASH AND CASH EQUIVALENTS

2,208,294

2,307,114

34,080,460

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

77,117,729

43,037,269

CASH AND CASH EQUIVALENTS AT END OF YEAR

P =79,326,023

=45,344,383 P

=77,117,729 P

See accompanying Notes to Financial Statements.

SEAFRONT RESOURCES CORPORATION NOTES TO FINANCIAL STATEMENTS

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 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. 8

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 The amendments provide the following temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR):  Practical expedient for changes in the basis for determining the contractual cash flows as a result of IBOR reform  Relief from discontinuing hedging relationships  Relief from the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component The Company shall also disclose information about:  The about the nature and extent of risks to which the entity is exposed arising from financial instruments subject to IBOR reform, and how the entity manages those risks; and  Their progress in completing the transition to alternative benchmark rates, and how the entity is managing that transition The amendments are effective for annual reporting periods beginning on or after January 1, 2021 and apply retrospectively, however, the Company is not required to restate prior periods. The amendments are expected not to have a material impact on the Company. 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 

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 is not at fair value through profit or loss, transaction costs. In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flow that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories:    

Financial assets at amortized cost (debt instruments) The Company measures financial assets at amortized cost if both of the following conditions are met:  

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. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognized as other income in profit or loss when the right of payment has been established, except when the Company benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at FVOCI are not subject to impairment assessment. The Company’s financial assets at FVOCI include quoted and unquoted equity securities and quoted government securities. Impairment of financial assets The Company recognizes an allowance for ECLs for all debt instruments not held at FVTPL. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

The Company may consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into 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. The 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:   

Financial liabilities A financial liability is derecognized when the obligation under the liability is discharged, cancelled or has expired. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in profit or loss. Offsetting of Financial Instruments Financial assets and financial liabilities are set off and the net amount is reported in the statement of financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle the liability simultaneously. Fair Value Measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:  

In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to by the Company. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:   

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. Interest income Interest income is recognized as the interest accrues taking into account the effective yield on the asset. Service income The Company recognizes revenue from services over time, using an input method to measure progress towards complete satisfaction of the service, because the customer simultaneously receives and consumes the benefits provided by the Company. Rental income Rental income under non-cancellable leases is recognized in the on a straight-line basis over the lease terms, as provided under the terms of the lease contract. General and Administrative Expenses Expenses are recorded when incurred. administering the business.

General and administrative expenses constitute costs of

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 recognized 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 as of December 31, 2020 and March 31, 2021. Management believes that it may not be probable that sufficient taxable income will be available against which the income tax benefits can be realized prior to their expiration. Estimates and Assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the statements of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Estimation of fair value of unquoted equity securities classified as financial assets at FVOCI The Company uses its judgment to select the most appropriate valuation methodology to value its unquoted equity investments and make assumptions that are mainly based on market conditions existing at each reporting period. As of March 31, 2021 and December 31, 2020, 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 31-Mar-21 (Unaudited) P =1,399,515 77,926,508 P =79,326,023

Cash in banks Cash equivalents

31-Dec-20 (Audited) =2,377,686 P 74,740,043 =77,117,729 P

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 follows: 31-Mar-21 (Unaudited) Assets Cash and cash equivalents Financial assets at FVTPL Financial assets at FVOCI - government securities Receivables 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

31-Dec-20 (Audited)

P =9,087,009 13,371,252 1,074,074 4,402 23,536,738

P6,014,443 = 13,515,806 4,123,003 30,670 23,683,922

(40,094) P =23,496,644

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

P =28,056,417

=28,056,417 P

(4,413,591) (146,182) (4,559,773) P =23,496,644

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

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: 31-Mar-21 (Unaudited) P =79,326,023 4,899,930 36,159,468 462,296,542 P =582,681,963

Cash and cash equivalents Receivables Financial assets at FVTPL Financial assets at FVOCI

31-Dec-20 (Audited) =77,117,729 P 353,174 38,399,292 467,049,955 =582,920,150 P

Financial Assets at FVTPL Details of financial assets at FVTPL consisting of quoted equity securities follow: 31-Mar-21 (Unaudited) P =36,159,468 48,100,916

Fair value Acquisition cost

31-Dec-20 (Audited) =38,399,292 P 48,100,916

The net loss on fair value changes on financial assets at FVTPL amounted to P =2.24 million, P =15.53 million and P =6.89 million for the 1st quarter 2021 and 2020 and for the year ended December 31, 2020, respectively. 17

The movements in financial assets at FVTPL for the 1st quarter ended March 31, 2021 and year ended December 31, 2020 follow: 31-Dec-20 31-Mar-21 (Audited) (Unaudited) Balance at beginning of year =45,288,418 P P =38,399,292 Fair value gain (loss) recognized during the year (6,889,126) (2,239,824) Balance at end of year =38,399,292 P P =36,159,468 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: 31-Mar-21 (Unaudited) Quoted equity securities: PetroEnergy Resources Corporation (PERC) Benguet Corporation Unquoted equity security: Hermosa Ecozone Development Corporation (HEDC) Investments in government securities

31-Dec-20 (Audited)

P =14,249,308 6,218,858 20,468,166

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

440,750,025 440,750,025 1,078,351 P =467,049,955

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

The movements in financial assets at FVOCI for the 1st quarter ended March 31, 2021 and year ended December 31, 2020 follow: 31-Dec-20 31-Mar-21 (Audited) (Unaudited) Balance at beginning of year =540,410,212 P P =467,049,955 Fair value gain (loss) recognized during the year (72,873,248) (1,749,202) Payment of subscription payable to HEDC ‒ ‒ Movement of government securities (487,009) (3,004,211) Balance at end of year =467,049,955 P P =462,296,542 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

31-Mar-21 (Unaudited) P =298,044,651

31-Dec-20 (Audited) =359,414,236 P

(1,749,202) P =296,295,449

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

Dividend income earned on its investments amounted to P =4.53 million for the 1st quarter of 2021, nil st for the 1 quarter of 2020 and P =34.03 million for the year ended 2020. 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 18

new township consisting of industrial estates, residential communities, a golf and country club and a commercial center. 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. 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

31-Mar-21 (Unaudited) P =4,768,620 22,865 51,525 56,920 P =4,899,930

31-Dec-20 (Audited) =238,609 P 61,167 34,425 18,973 =353,174 P

31-Dec-20 (Audited) =267,857 P 69,000 =336,857 P

31-Dec-19 (Audited) P =267,857 61,040 =328,897 P

10. Other Income

Service income Rental income

31-Mar-21 (Unaudited) P =66,964 18,000 P =84,964

Service income pertains to accounting services rendered by the Company to HEDC. Rental income pertains to rentals earned from the two (2) parking slots owned by the Company which are classified as investment property. As of March 31, 2021 and December 31, 2020, the cost of the fully depreciated parking slots amounted to P =207,598. The fair value of the investment property ranges from P =800,000 to P =1,000,000 per slot as of March 31, 2021 and December 31, 2020. 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. 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. 19

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

31-Mar-21 (Unaudited) Receivables/ Amount/ (Accounts Volume payable)

Terms

Conditions

Affiliate: PERC

Reimbursements

= 1,558 P

HEDC

Accounting services

56,920 P =58,478

Noninterest bearing; (P =1,558)* due and demandable 56,920

Unsecured Unsecured, - do - no impairment

* included as part of accounts payable and accrued expenses

Nature of transaction

Amount/ Volume

31-Dec-20 (Audited) Receivables/ (Accounts payable)

PERC

Reimbursements

=83,431 P

(P =2,812)*

Noninterest bearing; due and demandable

HEDC

Accounting services

267,857 = P351,288

18,973

- do -

Terms

Conditions

Affiliate: 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 quarter ended March 31, 2021 and 2020 and year ended December 31, 2020. 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.

12. 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. 20

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 March 31, 2021 and December 31, 2020 are shown below: Valuation Significant technique unobservable inputs Unquoted equity Adjusted net asset Price per square meter shares at value method FVOCI

Range =460 - P P =5,820

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. 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 as of March 31, 2021 and December 31, 2020, 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. The tables below summarize the maturity profile of the Company’s financial assets and liabilities as of March 31, 2021 and December 31, 2020 based on contractual undiscounted payments. 31-Mar-21 (Unaudited)

On demand

Within one year

More than one year

Total

P =36,159,468

P =‒

P =36,159,468

79,326,023

‒

79,326,023

56,920 51,525 22,865 ‒

‒ ‒ ‒ 4,768,620

‒ ‒ ‒

56,920 51,525 22,865 4,768,620

‒ ‒

14,249,308 6,218,858

‒ ‒ 115,616,801

‒ ‒ 4,768,620

440,750,025 1,078,358 462,296,549

440,750,025 1,078,358 582,681,970

1,233,865 1,233,865 P = 114,382,936

‒ ‒ P = 4768,620

‒

‒ P = 462,296,549

1,233,865 1,233,865 P = 581,448,105

31-Dec-20 (Audited)

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

= 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

‒ ‒ 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

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. 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 March 31, 2021 and December 31, 2020. No receivables are considered credit-impaired. As of March 31, 2021 and December 31, 2020, the carrying values of the Company’s financial instruments represent maximum exposure as of reporting date. The table below shows the comparative summary of maximum credit risk exposures on financial instruments as of March 31, 2021 and December 31, 2020:

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

31-Mar-21 (Unaudited)

31-Dec-20 (Audited)

P =36,159,468

=38,399,292 P

79,326,023 56,920 51,525 22,865 4,768,620

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

14,249,308 6,218,858

14,403,335 7,773,572

440,750,025 1,078,351 P =582,681,963

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

The following tables show financial instruments recognized at fair value as of March 31, 2021 and December 31, 2020, analyzed between those whose fair values are based on: 1. quoted prices in active markets for identical assets or liabilities (Level 1); 2. those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (Level 2); and 3. those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

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

Level 1

31-Mar-21 (Unaudited) Level 2

Level 3

Fair Value

P =36,159,468

P =‒

P =36,159,468

‒ ‒ ‒

‒ ‒ 440,750,025

14,249,308 6,218,858 440,750,025

‒ P =‒

‒ P =440,750,025

1,078,351 P =498,456,010

14,249,308 6,218,858 ‒ 1,078,351 P =57,705,985

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

Level 1

31-Dec-20 (Audited) Level 2

Level 3

Fair Value

P =38,399,292

P =–

P =38,399,292

– – –

– –

14,403,355 7,773,572 400,750,025

14,403,355 7,773,572 –

4,123,003 = P64,699,222

400,750,025

–

= P‒

P =440,750,025

4,610,013 P =505,449,247

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 March 31, 2021 and December 31, 2020.

13. 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 March 31, 2021 and December 31, 2020. The table below demonstrates the debt-to-equity ratios of the Company as of March 31, 2021 and December 31, 2020:

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

31-Mar-21 (Unaudited)

31-Dec-20 (Audited)

P =1,233,865

=802,286 P

P =163,000,000 296,295,450 72,279,776 531,575,226 0.0023:1

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

There were no changes in the objectives, policies or processes for the 1st quarter 2021 and year ended December 31, 2020. The Company has retained earnings available for dividend declaration amounting to P =81.41 million as of March 31, 2021. 25

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 P =0.01/share to 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 Add (deduct): Movement March 31, 2021

Number of shares registered

Issue/ offer price

Date of SEC approval

10,000,000,000

P =0.01/share

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

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 (3) 4,686

14. 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

31-Mar-21 (Unaudited) P =1,135,863 163,000,000 P =0.007

31-Mar-20 (Unaudited) (P =15,582,847) 163,000,000 (P =0.096)

31-Dec-20 (Audited) =26,498,162 P 163,000,000 P =0.163

The Company has no potentially dilutive common stock as of March 31, 2021, March 31, 2020, and December 31, 2020.

15. Others a) The Interim Financial Report as of March 31, 2021 is in compliance with generally accepted accounting principles (all effective standards and interpretations under PFRS). b) The same policies and methods of computation were followed in the preparation of the interim financial report compared to the December 31, 2020 Audited Financial Statements. c) There are no unusual item or items that affected the assets, liabilities, equity and cash flows of the March 31, 2021 Financial Statements. d) There are no material events happened subsequent to the end of March 31, 2021 that might affect the result of said financial statements. e) Earnings per share is presented in the face of the unaudited statements of income for the period ended March 31, 2021 and March 31, 2020. f) No significant events happened during the quarter that will affect the March 31, 2021 Unaudited Financial Statements. g) There are no seasonal aspects that had a material effect on the financial condition or results of operation of the Company. h) There is no foreseeable event that will trigger direct or contingent financial obligation that is material to the Company, including any default of accelerated obligation. i)

There are no material off-balance sheet transactions, arrangements, obligations and other relationship of the Company with other entities or persons that were created during the period.

There are no changes in estimates of amounts reported in prior periods of the current financial year or changes in estimates of amounts reported in prior financial years that could have material effect in the current period.

k) There are no issuances, repurchases, repayments, repayments of debt and equity securities. l)

We are not required to disclose segment information in our financial statements because we only have one source of revenue.

m) There are no changes in the composition of the issuer during the interim period, including business combinations, acquisition or disposal of subsidiaries and long term investments, restructuring and discounting operations during the period.

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS 1. Financial Condition (As of March 31, 2021 and March 31, 2020)

31-Mar-21 ASSETS Cash & cash equivalents Financial assets at FVTPL Receivables Other current assets Financial assets at FVOCI TOTAL ASSETS

31-Mar-20

% Change

% to Asset

P79,326,023 36,159,468 4,899,930 1,231,478 462,296,542 583,913,441

P45,344,383 29,757,961 366,701 1,099,541 531,512,743 608,081,329

74.94% 21.51% 1236.22% 12.00% -13.02% -3.97%

13.59% 6.19% 0.84% 0.21% 79.17% 100.00%

Accounts payable and accrued expenses Deferred Tax Liability TOTAL LIABILITIES

1,233,865 51,104,350 52,338,215

428,740 62,568,371 62,997,111

187.79% -18.32% -16.92%

0.21% 8.75% 8.96%

EQUITY TOTAL LIABILITIES AND EQUITY

531,575,226 P583,913,441

545,084,218 P608,081,329

-2.48% -3.97%

91.04% 100.00%

LIABILITIES AND EQUITY

Total assets amounted to P583.913 million and P608.081 million as of March 31, 2021 and March 31, 2020, respectively. The Company’s cash and cash equivalents amounted to P79.326 million as of March 31, 2021 and P45.344 million as of March 31, 2020. The 74.94% net increase was due to cash dividend received from HEDC net of payment for working capital requirements during the period. Financial assets at fair value through profit or loss amounted to P36.159 million and P29.758 million as of March 31, 2021 and as of March 31, 2020, respectively. The 21.51% increase is mainly due to positive movement of market values of investments in stocks traded at PSE. Receivables account as of March 31, 2021 amounted to P4.900 million compared to P0.367 million as of March 31, 2020. The bulk of the increase pertains to dividend receivable from HEDC, which is expected to be received by April 2021 amounting to P4.530 million. Other current assets consist of prepayments, prepaid taxes and input tax carry-overs. This amounted to P1.231 million and P1.100 million as of March 31, 2021 and March 31, 2020, respectively. The 12.00% net increase mainly represents additional input taxes recorded during the period. Financial assets at FVOCI as of March 31, 2021 amounted to P462.297 million and P531.513 million as of March 31, 2020. The 13.02% net decrease is due to the revaluation of the investment in HEDC at year end 2020. The decline in the revaluation is net effect of the increase in the value of the remaining unsold lots, dividends declared during the period, actual costs / expenses for the sold lots and net income tax effect of the change in market value.

Accounts payable and accrued expenses amounted to P1.234 million and P0.429 million as of March 31, 2021 and March 31, 2020, respectively. The 187.79% increase is due to additional accruals made during the period. Total Stockholders’ Equity as of as of March 31, 2021 amounted to P531.575 million or P3.261 book value per share and P545.084 million or P3.344 book value per share as of March 31, 2020. 2. Results of Operations (For the Quarter ended March 31, 2021 and March 31, 2020)

31-Mar-21 REVENUES Interest income Dividend income Other income-net TOTAL REVENUES/(LOSS) EXPENSES General & administrative 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-Mar-20

% Change 2021 vs. 2020

% in Total Revenue

148,776 4,530,011 84,964 4,763,751

236,317 85,158 321,475

-37.04% 100.00% -0.23% 1381.84%

3.12% 95.09% 1.78% 100.00%

1,386,648

372,166

272.59%

29.11%

2,239,824 3,626,472 1,137,279 1,416 1,135,863

15,530,457 15,902,623 (15,581,148) 1,699 (15,582,847)

-85.58% -77.20% -107.30% -16.66% -107.29%

47.02% 76.13% 23.87% 0.03% 23.84%

The Company posted a net income of P1.136 million or 0.007 earnings per share as of March 31, 2021 or compared to net loss of P15.583 million as of March 31, 2020. The Company’s net loss on fair value changes on financial assets at FVTPL amounted to P2.240 million and P15.530 million as of March 31, 2021 and March 31, 2020, respectively. The lower losses this period account to the net increase in market prices of the investment in PetroEnergy Resources Corporation’s share from P2.50/share to P3.70/share, House of Investments’ share from P3.70/share to P3.64/share and other investments. Interest income amounted to P0.149 million and P0.236 million as of March 31, 2021 and March 31, 2020, respectively. There is a 37.04% decrease due to the lower interest rate per annum of money market placements. Other income amounted to P0.085 million and P0.085 million as of March 31, 2021 and March 31, 2020 respectively. This pertains to the rental income from the Company’s owned parking space in Tektite. General and administrative expenses amounted to P1.387 million and P0.372 million as of March 31, 2021 and March 31, 2020, respectively. The 272.59% increase in the account pertains to the Company’s share in the plug and abandonment cost of the Tara South 1 well of which the Company is historically a consortium member. Under SC 14 – TARA Service Contract, SRC is liable for its share in the abandonment cost. Provision for income tax as of March 31, 2021 and 2020 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. 29

3. Financial Conditions (As of March 31, 2021 and December 31, 2020)

31-Mar-21 ASSETS Cash & cash equivalents Financial assets at FVTPL Receivables Other current assets Financial assets at FVOCI TOTAL ASSETS

31-Dec-20 % Change

% Asset

P79,326,023 36,159,468 4,899,930 1,231,478 462,296,542 583,913,441

P77,117,729 38,399,292 353,174 1,175,050 467,049,955 584,095,200

2.86% -5.83% 1287.40% 4.80% -1.02% -0.03%

13.59% 6.19% 0.84% 0.21% 79.17% 100.00%

1,233,865 51,104,350 52,338,215

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

53.79% 0.00% 0.83%

0.21% 8.75% 8.96%

531,575,226

532,188,564

-0.12%

91.04%

P583,913,441

P584,095,200

-0.03%

100.00%

LIABILITIES AND EQUITY Accounts payable and accrued expenses Deferred Tax Liability TOTAL LIABILITIES EQUITY TOTAL LIABILITIES AND EQUITY

Total assets amounted to P583.913 million as of March 31, 2021 compared to P584.095 million as of December 31, 2020. The Company’s cash and cash equivalents amounted to P79.326 million as of March 31, 2021 compared to P77.118 million as of December 31, 2020. The 2.86% increase pertains to the maturity of investment in government security recorded in financial assets at FVOCI net of payment of general and administrative expenses during the period. Financial assets at FVTPL account as of March 31, 2021 amounted to P36.159 million compared to P38.399 million as of December 31, 2020. The 5.83% decrease pertains to negative movements of market values of investments in stocks traded at PSE during the period. Receivables account as of March 31, 2021 amounted to P4.900 million compared to P0.353 million as of December 31, 2020. The 1287.40% increase pertains to dividend receivable from HEDC, which is expected to be received by April 2021 amounting to P4.530 million. Other current assets as of March 31, 2021 amounted to P1.231 million compared to P1.175 million as of December 31, 2020. The increase is due to additional input taxes and other assets recorded during the period. Bulk of the 1.02% decrease in financial asset at FVOCI pertains to the maturity of investment in government security amounting to P3 million. Accounts payable and accrued expenses amounted to P1.234 million and P0.802 million as of March 31, 2021 and December 31, 2020, respectively. The 53.79% net increase accounts for the additional accruals made during the period.

Total Stockholders’ Equity as of March 31, 2021 amounted to P531.575 million or P3.261 book value per share compared to P532.189 million or P3.265 book value as of December 31, 2020. Except for items discussed above, there are no more changes in the financial statements that will reach the materiality threshold of 5%. KEY PERFORMANCE INDICATORS (KPI): The following liquidity and profitability ratios indicate acceptable levels of financial condition and performance of the company:

There is a decrease in the Company’s current ratio as of March 31, 2021 as compared to March 31, 2020 mainly due to the increase in current assets and current liabilities. There is an increase in the Company’s debt-equity ratio as of March 31, 2021 compared to March 31, 2020 due to decrease in liabilities during the period. Asset turnover for the 1st quarter 2021 is higher compared to the 1st quarter 2020 due to dividend income from HEDC. Please refer to Financial Soundness Indicators for additional KPIs Discussion of indicators of the Company’s level of performance Receivable Management The Company’s receivables reported in the Statements of Financial Position include the following: 1. Cash Dividends from various stock investments. 2. Accrued Interest Receivable from the Company’s short term investments as of March 31, 2021 of which the Company will receive upon maturity. Furthermore, the Company manages its receivables by monitoring on a regular basis to ensure timely execution of necessary interventions efforts.

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 P440.750 million as of March 31, 2021 and December 31, 2020. 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. Rate of Return of Each Stockholder The Company has no existing dividend policy. However, the Company intends to declare dividends in the future out of its unrestricted retained earnings in accordance with the Corporation Code of the Philippines. Cost Reduction Effort In order to minimize expenses, the Company has engaged the services of PetroEnergy Resources Corporation to handle its legal, administrative, accounting and treasury functions. Financial disclosures in view of the current financial condition The Company is still on wait-and-see attitude with respect to investing in other businesses. It has no intention of increasing its capital stock. The current market does not warrant an aggressive stance towards investments. The Company is generating its funds from interest earnings on money market placements. There are no known trends, demands, commitments, events or uncertainties that will have material impact on the Company’s liquidity. The Philippine economy is still affected by economic crisis, resulting in fluctuating foreign exchange rates and increase stock market uncertainties. Uncertainties including the impact of the COVID 19 pandemic 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. Assess the financial risks exposures of the Company particularly on currency, interest credit, and market and liquidity risks. If any change thereof would materially affect the financial condition and results of operation of the Company, provide a discussion in the report on quantitative impact or such risks and include a description of enhancement in the company’s risk management policies to address the same. The Company’s principal financial instruments include cash and cash equivalents, trading and investment securities (financial assets at FVTPL) and receivables. The main purpose of these financial instruments is to fund the Company’s working capital requirements.

Financial Risk Management Objectives and Policies Please refer to Note 12 Plan of Operations A. Investment in Financial assets at FVOCI not traded in the market (Investment in HEDC) As of March 31, 2021 and March 31, 2020, the Company holds 11.33% interest in its investment in Hermosa Development Corporation (HEDC). The Management of HEDC is taking all efforts to sell portion of its saleable property, proceeds of which will be used to finance the development of the undeveloped portions of the property. 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 operating expenses. The only possible material commitment is a cash call from HEDC, of which is not expected to call 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. PART II - Other Information The Company has no other information that need to be disclosed other than disclosures made under SEC Form 17-C (if any).

SEAFRONT RESOURCES CORPORATION SUPPLEMENTARY INFORMATION AND DISCLOSURES REQUIRED ON SRC RULE 68 AS AMENDED MARCH 31, 2021 Philippine Securities and Exchange Commission (SEC) issued the amended Securities Regulation Code Rule SRC Rule 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 SRC Rule 68, as Amended (2011) 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 March 31, 2021: 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 FVPL Equity Securities: PetroEnergy Resources Corporation 3,613,852 P =13,371,252 House of Investments, Inc. 2,484,000 9,041,760 Araneta Prop. 3,756,788 4,508,146 Ayala Land, Inc. 128,193 4,403,430 EEI Corporation 372,500 2,704,350 Others 2,130,530 P =36,159,468

Name of Issuing Entity and Association of Each Issue Financial assets at FVOCI Debt equities Philippine Government Quoted: Benguet Corporation PetroEnergy Resources Corporation

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

Income Received and Accrued = P− − − − − − = P−

Income Received and Accrued

−

P =1,078,351

P =−

2,507,604 3,851,164 −

6,218,858 14,249,308 20,468,166

− − −

− −

440,750,025 = P462,296,542

4,530,011 P =4,530,011

Unquoted: Hermosa Ecozone Development Corporation

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 March 31, 2021 and 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 March 31, 2021 and 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. Intangible Asset The Company has no intangible assets as of March 31, 2021 and December 31, 2020. Schedule E. Long-term Debt The Company has no outstanding long-term debt as of March 31, 2021 and December 31, 2020. Schedule F. Indebtedness to Related Parties (Long Term Loans from Related Companies) The Company has no long-term indebtedness to related parties as of March 31, 2021 and December 31, 2020. Schedule G. Guarantees of Securities of Other Issuers The Company does not have guarantees of securities of other issuers as of March 31, 2021 and December 31, 2020.

Schedule H. 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 Financial Soundness Indicators Below are the financial ratios that are relevant to the Company for the 1st quarter ended March 31, 2021, March 31, 2020 and for the year ended December 31, 2020: Financial ratios Current ratio

Current assets Current liabilities

31-Mar-21 (Unaudited) 98.566:1

31-Mar-20 (Unaudited) 178.59:1

31-Dec-20 (Audited) 145.89:1

Debt to assets

Total debt Total assets

0.09:1

0.10:1

0.09:1

Asset-to-equity ratio

Total assets Total equity

1.10:1

1.12:1

1.10:1

Earnings/(loss) per share

Net income Weighted average no. of shares

0.007:1

N/A

0.16257:1

Price earnings ratio

Closing price Earnings per share

314.29

N/A

11.38

Return on revenue

Net income Total revenue

0.24

N/A

0.76

Long-term debt to equity ratio Long-term debt Equity

N/A

EBITDA to total interest paid EBITDA* Total interest paid

N/A

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

SEAFRONT RESOURCES CORPORATION RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR DIVIDEND DECLARATION MARCH 31, 2021

Unadjusted retained earnings, beginning Prior year adjustments: Unrealized fair value adjustments (marked-to-market) Adjusted retained earnings, beginning

P =71,143,913 6,889,126 78,033,039

Net income (loss) during the period closed to retained earnings

1,135,863

Add: Non-actual/unrealized income net of tax Less: Non-actual/unrealized income net of tax Fair value adjustments (mark-to-market) Impairment loss on available-for-sale financial assets

– – 2,239,824 –

Net income actually incurred during the year

3,375,687

Less: Dividend declarations during the year

–

Total retained earnings available for dividends

P =81,408,726

SEAFRONT RESOURCES CORPORATION MAP OF RELATIONSHIPS OF THE COMPANIES WITHIN THE GROUP Group Structure All existing stockholders as of March 31, 2021 neither constitute control nor significant influence over the Company. Also, the Company’s investments neither constitute control nor significant influence.

April 17, 2021

ANNEX "E"

ANNEX "F"

CERTIFICATION OF INDEPENDENT DIRECTOR

PERIOD OF SERVICE 1996 to present 1996 to present 2009 to present 2016 to present

2017 to present 2017 to present 2020 to present

NAME OF DIRECTOR/OFFICER/SUBSTANTIAL SHAREHOLDER

COMPANY

NATURE OF RELATIONSHIP

5. To the best of my knowledge, I am not the subject of any pending criminal or administrative investigation or proceeding. OFFENSE CHARGED/INVESTIGATED

TRIBUNAL OR AGENCY INVOLVED

STATUS

ANNEX "G"