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AEV SEC Form 17-A (Annual Report)

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AEV SEC Form 17-A (Annual Report) April 15, 2021 via electronic mail SECURITIES AND EXCHANGE COMMISSION Secretariat Building, PICC Complex Roxas Boulevard, Pasay City, 1307 ATTENTION : DIR. VICENTE GRACIANO P. FELIZMENIO, JR. Markets and Securities Regulation Department via PSE EDGE PHILIPPINE STOCK EXCHANGE, INC. th th PSE Tower, 28 Street, cor. 5 Avenue, Bonifacio Global City, Taguig City ATTENTION : MS. JANET A. ENCARNACION Head - Disclosure Department via electronic mail PHILIPPINE DEALING & EXCHANGE CORP. Market Regulatory Services Group 29th Floor BDO Equitable Tower 8751 Paseo de Roxas, Makati City ATTENTION : ATTY. MARIE ROSE M. MAGALLEN-LIRIO Head - Issuer Compliance and Disclosures Department Gentlemen: Attached is the SEC Form 17-A (Annual Report 2020) of Aboitiz Equity Ventures Inc. for your files. Kindly acknowledge receipt hereof. Thank you. Very truly yours, ABOITIZ EQUITY VENTURES INC. By: MANUEL ALBERTO R. COLAYCO Corporate Secretary COVER SHEET C E O 2 5 3 6 S.E.C. Registration Number A B O I T I Z E Q U I T Y V E N T U R E S I N C . ( Company's Full Name ) 3 2 N D S T R E E T , B O N I F A C I O G L O B A L C I T Y , T A G U I G C I T Y , M E T R O M A N I L A P H I L I P P I N E S (Business Address: No. Street City / Town / Province ) MANUEL ALBERTO R. COLAYCO (02) 8 886-2338 Contact Person Company Telephone Number Contact Person 2020 Annual Report 4th Monday of April 1 2 3 1 1 7 - A 0 4 2 6 Month Day FORM TYPE Month Day Fiscal Year Annual Meeting N/A Secondary License Type, if Applicable SEC N/A Dept. Requiring this Doc Amended Articles Number/Section x Total No. of Stockholders Domestic Foreign - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - To be accomplished by SEC Personnel concerned File Number LCU 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 177 OF THE REVISED CORPORATION CODE OF THE PHILIPPINES 1. For the year ended 2020 2. SEC Identification Number CEO2536 3. BIR TIN 003-828-269-000-V 4. Exact name of registrant as specified in its charter Aboitiz Equity Ventures Inc. 5. Philippines 6. Province, country or other jurisdiction Industry Classification Code of incorporation 7. 32nd Street, Bonifacio Global City, Taguig City, Metro Manila __1634__ Address of principal office Postal Code 8. (02) 8 886-2800 Issuer’s telephone number, including area code 9. NA Former name or former address, if changed since last report 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Section 4 and 8 of the RSA. Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Stock P1 Par Value 5,630,225,457 Amount of Debt Outstanding (As of 31 December 2020) P330,140,809,000.00 Fixed-Rate Peso Retail Bonds Issued by the Company: Issue Date Series Amount of Issuance Maturity Date Tenor November 2013 Series A ₱6.2 billion November 2020 7 years November 2013 Series B ₱1.8 billion November 2023 10 years August 2015 Series A ₱10.5 billion August 2020 5 years August 2015 Series B ₱8.5 billion August 2022 7 years August 2015 Series C ₱5 billion August 2027 12 years June 2019 Series A ₱3.4 billion June 2024 5 years June 2019 Series B ₱1.7 billion June 2029 10 years November 2020 Series C ₱6.9 billion November 2023 3 years November 2020 Series D ₱0.7 billion November 2025 5 years For a discussion on the Company’s bond issuances, please refer to Part I Item 1 (I)(b). 11. Are any or all of the securities listed on a Stock Exchange? Yes ( ✓ ) No ( ) If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange Common 12. Check whether the registrant: (a) has filed all reports required to be filed by Section 17 of the Securities Regulation Code (SRC) and SRC Rule 17.1 thereunder or Section 11 of the RSA and RSA Rule 11 (a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the Philippines, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); Yes ( ✓ ) No ( ) (b) has been subject to such filing requirements for the past 90 days. Yes ( ✓ ) No ( ) 13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within sixty (60) days prior to the date of filing. If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided the assumptions are set forth in this Form. For 2020, aggregate voting stock of registrant held outside of its affiliates and/or officers and employees totaled 2,664,627,105 shares as of 31 December 2020 (for details please refer to the attached notes to financial statements and Schedule H of this report) while its market price per share was ₱47.25 at the close of the last trading day in 2020. Based on this data, total market value of registrant’s voting stock not held by its affiliates and/or officers and employees was computed to be ₱125,903,630,711.25. APPLICABLE ONLY TO REGISTRANTS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 14. Check whether the registrant has filed all documents and reports required to be filed by Section 17 of the RSA subsequent to the distribution of securities under a plan confirmed by a court or the SEC. Yes ( ) No (✓ ) DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: (a) Any annual report to security holders; • Aboitiz Power Corporation’s SEC Form 17-A and 2020 Audited Financial Statements • 2020 Audited Financial Statements of Aboitiz Equity Ventures Inc. (with BIR ITR Filing Reference) • Integrated Annual Corporate Governance Report • 2020 Annual and Sustainability Report (b) Any information statement filed pursuant to SRC Rule 20; • SEC Form 20-IS (Information Statement) for 2021 Annual Stockholders’ Meeting (c) Any prospectus filed pursuant to SRC Rule 8.1. • None TABLE OF CONTENTS PART 1 – BUSINESS AND GENERAL INFORMATION 1 Item 1. Business 1 A. Parent Company ................................................................................................................................... 2 B. Strategic Business Units ..................................................................................................................... 28 I. Power ............................................................................................................................................. 28 II. Financial Services .......................................................................................................................... 89 III. Food Manufacturing .................................................................................................................... 98 IV. Real Estate ................................................................................................................................. 113 V. Infrastructure .............................................................................................................................. 122 Item 2. Properties 133 Item 3. Legal Proceedings 136 Item 4. Submission of Matters to a Vote of Security Holders 144 PART II – OPERATIONAL AND FINANCIAL INFORMATION 145 Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters 145 Item 6. Management’s Discussion and Analysis or Plan of Action 146 Item 7. Financial Statements 172 Item 8. Information on Independent Accountant and Other Related Matters 172 PART III – CONTROL AND COMPENSATION INFORMATION 173 Item 9. Directors and Executive Officers of the Issuer 173 Item 10. Executive Compensation 186 Item 11. Security Ownership of Certain Beneficial Owners and Management 188 Item 12. Certain Relationships and Related Transactions 190 PART IV – CORPORATE GOVERNANCE 192 Item 13. Corporate Governance 192 PART V – EXHIBITS AND SCHEDULES 199 Item 14. Exhibits and Reports on SEC Form 17-C 199 Reports on SEC Form 17-C 199 SIGNATURES ANNEX A CORPORATE STRUCTURE ANNEX B INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES ANNEX C SUSTAINABILITY REPORT PART 1 – BUSINESS AND GENERAL INFORMATION Item 1. Business Overview of the Business of the Registrant Aboitiz Equity Ventures Inc. (“AEV”, the “Company” or the “Registrant”), is the public holding and management company of the Aboitiz Group, one of the largest conglomerates in the Philippines. As of 31 January 2021, it is the fifth largest Philippine conglomerate based on market capitalization. Incorporated on 11 September 1989, the Company was originally known as Cebu Pan Asian Holdings, Inc. Its name was changed to Aboitiz Equity Ventures Inc. on 29 December 1993, and its ownership was opened to the general public through an Initial Public Offering (“IPO”) of its common shares in 1994. Driven by the pursuit of advancing business and communities for the nation’s development, AEV’s core businesses, conducted through its various domestic and international
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