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Cover Sheet a 2 0 0 1 1 7 5 9 5 S.E.C COVER SHEET A 2 0 0 1 1 7 5 9 5 S.E.C. Registration Number EMPERADORINC. (Company's Full Name) 7TH FLOOR, 1880 EASTWOOD AVENUE, EASTWOODCITYCYBERPARK 188 E. RODRIGUE JR. AVENUE, BAGUMBAYAN, "UE ON CITY, METROMANILA (Business Address: No. Street City/Town/Province) DINA INTING 7 0 9 2 0 3 8 Contact Person Company Telephone Number 12 31 SECFORM17-A 05 3rd Mon. Month Day FORM TYPE Month Day Fiscal Year (Annual Report for December 31, 2013) Annual Meeting Registration of securities Secondary License Type, If Applicable SEC - 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 3-5 Document I.D. Cashier S T A M P S Remarks = pls. use black ink for scanning purposes SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended: December 31, 2 13 2. SEC Identification Number: A2 117595 3. BIR Tax Identification No. 214-815-715- 4. Exact name of issuer as specified in its charter: EMPERADOR INC. 5. Metro Manila, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. 1 .F Liberty Center, 1 4 H.0. dela Costa Street, Salcedo 0illage, Ma3ati City 1227 Address of principal office Postal Code 8. 45326 7 9-2 38 to 41 Issuer's telephone number, including area code 9. Touch Solutions, Inc. 9 1 8afer Place, 19 Eisenhower Street, Greenhills San 8uan 15 4 Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common 15, , , 11. Are any or all of these securities listed on a Stock Exchange. Yes [a ] No [ ] Philippine Stoc3 Exchange 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of he Corporation Code of the Philippines durin. the precedin. twelve (12) months (or for such shorter period that the re.istrant was required to file such reports): Yes [a ] No 8 9 (b) has been sub-ect to such filin. requirements for the past ninety (40) days. Yes [ .a ] No 8 9 13. he a..re.ate mar6et value of the votin. stoc6 held by non-affiliates is P22,412,220,060, based on the closin. price of Php12.00 per share on March 13, 2014 at the Philippine Stoc6 Exchan.e. EMP 2013 17-A - 2- TABLE OF CONTENTS Pa.e No. PART I @ BUSINESS AND GENERAL INFORMATION 1. BUSINESS 3 Overview; Subsidiaries; 7escription of Business; Products; Mar6etin., Sales and 7istribution; Competition; Sources and 1vailability of Raw Materials; 7ependence on 1 Sin.le or Few Customers; ransactions With 1nd/or 7ependence on Related Parties; Intellectual Property; Re.ulatory and Environmental Matters; Research and 7evelopment; Employees; Ris6s 1ssociated with the Business; Ris6 Mana.ement and Business Strate.y 2. PRINCIPAL PROPERTIES 23 3. LEGAL PROCEEDINGS 23 4. SUBMISSION OF MATTERS TO A 0OTE OF SECURITY HOLDERS 23 PART II - OPERATIONAL AND FINANCIAL INFORMATION 5. MARAET FOR ISSUERBS COMMON ECUITY AND RELATED STOCAHOLDER MATTERS 23 Mar6et Information; Shareholders; 7ividend Policy; Recent Sales of Unre.istered or Exempt Securities, Includin. Recent Issuance of Securities Constitutin. an Exempt ransaction 5. MANAGEMENTBS DISCUSSION AND ANALYSIS 25 Aey Performance Indicators; Results of Operations; Financial Condition; Liquidity and Capital Resources; Other Matters 7. FINANCIAL STATEMENTS 30 8. INFORMATION ON INDEPENDENT ACCOUNTANT AND OTHER 30 RELATED MATTERS External 1udit Fees and Services; Chan.es In and 7isa.reements with 1ccountants on 1ccountin. and Financial 7isclosure PART III @ CONTROL AND COMPENSATION INFORMATION 9. DIRECTORS AND EXECUTI0E OFFICERS OF THE ISSUER 31 7irectors and Executive Officers; Si.nificant Employees; Family Relationships; Involvement in Certain Le.al Proceedin.s 1 . EXECUTI0E COMPENSATION 35 Summary Compensation able; Compensation of 7irectors; Employment Contracts and ermination of Employment and Chan.e-in-Control 1rran.ement; Outstandin. Warrants and Options 11. SECURITY ODNERSHIP OF CERTAIN BENEFICIAL ODNERS AND MANAGEMENT 30 Security Ownership of Certain Record and Beneficial Owners of More han 5C as of March 31, 2014; Security Ownership of Mana.ement as of March 31, 2014; Dotin. rust Eolders of 5C or More; Chan.es in Control 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 32 PART I0 @ EXHIBITS AND SCHEDULES 14. EXHIBITS AND REPORTS ON SEC FORM 17-C 32 SIGNATURES 34 AUDITED CONSOLIDATED FINANCIAL STATEMENTS SUPPLEMENTARY SCHEDULES TO THE FINANCIAL STATEMENTS EMP 2013 17-A - 3- PART I - BUSINESS AND GENERAL INFORMATION 1. BUSINESS O0ER0IED EMPER17OR INC. (the FCompanyG) is a holdin. company which throu.h Emperador 7istillers, Inc. (FE7IG) and its subsidiaries is an inte.rated manufacturer, distributor, and bottler of brandy and other alcoholic bevera.es. E7I has established its identity in the alcoholic bevera.es business with steady .rowth and production of hi.h quality liquor. E7I has a product portfolio that consists of its own brands as well as licensed products. he Company was incorporated as ouch Solutions, Inc. ( SI) in the Philippines on November 26, 2001 and listed its shares on 7ecember 14, 2011 under the symbol F SIG. It used to operate an information technolo.y (I ) business of providin. I services and products which it disposed in 1pril 2013 by transferrin. substantially all assets relatin. to the I business to a related I company. On Huly 31, 2013, the Securities and Exchan.e Commission (FSECG) approved the chan.e in the CompanyIs primary purpose to that of a holdin. company. In 1u.ust 2013, in line with the chan.e in primary purpose, the stoc6holders of the Company approved, amon. others, the chan.e in corporate name to F rillionStars Eoldin.s, Inc.G and the increase in capital stoc6 to 20 billion from 100 million shares, which chan.es were approved by the SEC on September 5, 2013. On September 20, 2013, the SEC approved the chan.e in corporate name from rillionStars Eoldin.s, Inc. to Emperador Inc. he CompanyIs shares are presently traded on the First Board of the Philippine Stoc6 Exchan.e (PSE) under the symbol FEMPG. Sometime in 1u.ust and September 2013, 1lliance Global Group, Inc. (F1GIG), the Company, and E7I, a subsidiary of 1GI then, entered into a series of transactions whereby 1GI acquired 22C ownership interest in the Company and the Company concurrently acquired 100C ownership in E7I from 1GI. he Company thus became a subsidiary of 1GI while the Company became the sole owner of E7I. he CompanyIs acquisition of E7I is accounted for similar to a reverse acquisition of a non-operatin. shell company, wherein the le.al subsidiary, which is E7I, is deemed as the acquirer and the le.al parent, which is the Company, is deemed as the acquired. EDI E7I is the leadin. brandy manufacturer and distributor in the Philippines. It was incorporated on Hune 6, 2003 and it acquired the brandy manufacturin. assets and related brands, namely, KEmperadorI and KGenerosoI, of Consolidated 7istillers of the Far East, Inc. (FCondisG) in Hanuary 2000. 1GI subsequently acquired full ownership of E7I from he 1ndresons Group, Inc. ( 1GI) and the an Family in February 2000. In 1pril, 2004, E7I launched flavored vod6a and .in bevera.es under K he BaRI brand. K he BaRI became the first flavored vod6a and .in products manufactured by a Philippine company. In the third quarter of 2012, E7I introduced K he BaRI coc6tails line primarily tar.eted at youn.er alcoholic bevera.e consumers and female customers. E7I be.an sellin. the KEmperador 7eluxeI brand in March 2013 which is bein. manufactured in Spain for export to Philippines under a supply a.reement with Gon/ale/ Byass. E7I also acquired various Spanish vineyard lands as part of its plans to .row and vertically inte.rate its business. E7I currently sells two principal brands: KEmperadorI brandy and K he BaRI flavored alcohol bevera.es. E7I also distributes Ernest L Hulio Gallo wines and Pi6-Ni6 shoestrin.-shaped potato snac6s. It operates two manufacturin. plants in La.una and an alcohol distillery plant in Batan.as. he main plant is bein. leased from radewind Estates, Inc., a wholly owned subsidiary under 1GI .roup. EMP 2013 17-A - 4- It has 22 billion shares authori/ed capital stoc6, 12.5 billion shares of which were issued and outstandin. as of to-date. Subsidiaries of EDI Emperador International Ltd. Emperador International Ltd. is a business company incorporated in the British Dir.in Islands on 7ecember 13, 2006. It is an investment and holdin. company which is involved in the international sales, mar6etin. and merchandisin. of E7IIs products. his .roup is responsible for the investments and properties in Spain. Anglo Watsons Glass, Inc. 1n.lo Watsons Glass, Inc. (1WGI), a wholly-owned subsidiary of E7I, was incorporated in the Philippines on Huly 22, 1444. E7I acquired 1WGI from its previous owner, 1GI, in 2012. 1WGIIs business consists of 1GIIs ori.inal flint .lass container manufacturin. business that was spun off in 1444. Flint .lass is a plain, transparent .lass that can be processed into a variety of shapes and si/es. 1WGI operates a manufacturin. plant at the Canluban. Industrial Estate in Canluban., La.una, Philippines which runs on a 24-hour shift and has a capacity of 200 metric tons per day.
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