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1 Securities and Exchange Commission Sec 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 1. For the fiscal year ended 31 December 2011 2. SEC Identification Number: AS094-006430 3. BIR Tax Identification No.: 003-942-108 4. EMPIRE EAST LAND HOLDINGS, INC. Exact name of issuer as specified in its charter 5. Metro Manila Province, Country or other jurisdiction of incorporation or organization 6. (SEC Use Only) Industry Classification Code 7. 21/F The World Centre 330 Sen. Gil J. Puyat Avenue Makati City, Philippines 1227 Address of principal office 8. (632) 867-8351 to 55 Issuer’s telephone number, including area code 9. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA Title of Each Number of Shares of Common Class Stock Outstanding Common 10,495,236,253 10. Are any or all of these securities listed on a Stock Exchange? Yes [x] No [ ] Philippine Stock Exchange Common Shares 11. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months. Yes [x] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [x] No [ ] 1 12. Aggregate Market Value of Voting Stock held by Non-Affiliates as of 31 March 2012 is Php1,898,032,831,.36 based on the closing price of P0.64. PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business Business Development Empire East Land Holdings, Inc. (the “Company”) was incorporated under Philippine law on 15 July 1994. Prior to its incorporation, the Company was a division of Megaworld Corporation (formerly, Megaworld Properties & Holdings, Inc.) and was then known as its Community Housing Division. In 1994, Megaworld Corporation decided to spin off its Community Housing Division into what is now the Company for the purpose of separating its high-end residential and office business from its lower and middle-income housing business. As of December 2011, Megaworld holds 61.32% of the Company. As of December 31, 2011, the Company holds 100% equity interest in Eastwood Property Holdings, Inc. (EPHI); Valle Verde Properties, Inc. (“VVPI”); Sherman Oak Holdings, Inc. (“SOHI”) and Empire East Communities, Inc. (“EECI”); 73% in Laguna BelAir School, Inc. (LBAS); 33% in Suntrust Properties, Inc. (“SPI”) (formerly “Empire East Properties, Inc.”); 60% in Sonoma Premier Land, Inc. (“SPLI”) (formerly, “Galleria Corsini Holdings, Inc.”); and 52% in Gilmore Property Marketing Associates, Inc. (“GPMAI”). EPHI, which was incorporated on September 5, 1996, serves as the marketing arm of the Company and markets the projects of the Company and those of other related parties. SPI, which was incorporated on November 14, 1997, is a company that is engaged in the development and construction of affordable projects. In 2008, SPI increased its authorized capital stock and the Company subscribed to 262.5 million common shares at P1.00 par value, paid by way of conversion of advances into equity, resulting in an increase in the Company’s ownership in SPI from 40% to 80%. In 2011, the percentage ownership of the Company in SPI was reduced to 33% due to Megaworld’s subscription to SPI’s increase in capital stock. VVPI was incorporated on October 13, 2006. In 2008, the Company acquired shares of VVPI from another stockholder increasing the Company’s ownership in VVPI to 100%. SPLI was incorporated on February 26, 2007 and started its commercial operations in 2008. In 2008, 200 million shares in SPLI were acquired by the Company, increasing its ownership to 60% from 20%. EECI was incorporated on October 14, 2008 and is wholly owned by the Company. It started commercial operations on the same month of its incorporation and acts as a marketing arm of the Company. SOHI was incorporated on February 2, 2007. In January 2008, the Company acquired 100% ownership in SOHI. GPMAI was incorporated on September 5, 1996 to acquire, lease and construct or dispose of properties. In 2010, the Company acquired 52% ownership in GPMAI by subscribing to 27M shares by way of conversion of advances into equity. LBAS is a company incorporated on February 13, 1996 and is presently operating a school for primary and secondary education. The Company owns 73% of LBAS. Neither the Company nor its subsidiaries has been the subject of a bankruptcy, receivership or similar proceeding or has been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business except as otherwise stated herein. 2 Business of Issuer and Subsidiaries Principal Products, Services and Markets The Company is one of the major players in the Philippine real estate industry. Its core business is building, developing and selling residential projects ranging from mid-rise to high- rise condominiums located in key places in Metro Manila and single-detached homes in progressive suburban areas. The Company has introduced various breakthrough concepts and trends in the industry. Its pioneering township and mixed-use developments have provided residents the convenience of easy access to vital urban establishments in the city-- central business districts, shopping malls, schools and universities, and medical centers. Retail arcades places of worship, learning hubs and entertainment spots are also readily available in most of the Company's projects. The Company has unveiled its Transit-Oriented Developments or TODs, another trend-setting concept, where the condominium communities are directly linked to mass-transit systems for faster and more efficient mobility in the metro. The Company leads in marketing strategies that set standards for its competitors to follow. Its trademark of affordable and flexible payment terms provide home buyers the opportunity to avail of residential units at no down payment and zero interest schemes with low monthly amortizations. The Company also extends a proactive after-sales support, efficient property management and long-term client relations to ensure excellent customer satisfaction. Contribution to Sales and Revenues In 2011, the income from sales of various condominium units and house-and-lot packages accounted for 50% of total revenues. Finance income, the bulk of which came from in-house financing of units sold to buyers, accounted for 20%. The commission income of a subsidiary of the Company realized from marketing of real properties of related parties, rentals and other business related sources accounted for the remaining 30% of total revenues. Foreign sales contributed minimally to the Group’s consolidated sales and revenues for the year 2011. The percentage of contribution to revenues of the above products and services differs from their percentage of contribution to net income since certain revenues do not have corresponding expenses and some expenses are not identifiable with projects. Distribution Methods The Company closely monitors current market conditions through its in-house sales divisions, Empire East Elite (EEE) and Empire East Communities (EEC) which regularly conduct in- depth evaluation to determine the changing needs and demands of its clientele. In addition, the EEE and ECC sales divisions, composed of Sales Directors, Sales Managers and Real Estate Consultants, help promote the Company's projects by adopting different sales strategies including leafleting, showroom and exhibit manning and open-house activities to strengthen the Empire East brand. Aside from its core in-house sales groups, the Company has satellite offices in key cities outside Metro Manila where Real Estate Consultants are also based as part of its network expansion. The Company likewise draws support from its external licensed brokers in promoting its projects locally and internationally. The Company has tied-up with private institutions and organizations to provide housing opportunities to their officers and employees. The Company utilizes all forms of media, both traditional and non-traditional. Various advertisements in major broadsheets, magazines, graphic billboards, LED displays, lamp post banners, directional signage, posters and transit top-ads increase the Company's visibility to the public. Putting up showrooms in major malls in Metro Manila and in project sites is an 3 effective marketing strategy of the Company that has been adopted by other developers. Update on Projects Pioneer Woodlands is the Company's first TOD project. This multi-tower development sits at the corner of EDSA and Pioneer Street in Mandaluyong City. It is physically connected to the Boni Avenue Station of MRT 3. The first tower is expected to be completed by the end of 2012. Little Baguio Terraces is a four-tower project strategically located between two major roads, and sits right on the boundary of two cities, San Juan and Quezon City. It is also set between J. Ruiz and Gilmore stations of the LRT Line 2. The first tower is expected to be completed by the end of 2012. San Lorenzo Place is marketed as an upscale residential condominium project. It is a four- tower project strategically located at the corner of EDSA and Chino Roces Avenue. The project's residential towers sit on a podium linked directly to the Magallanes Station of the MRT Line 3. The construction of Tower 4 is expected to be finished by 2014. Laguna BelAir is the Company’s flagship township project outside Metro Manila. This 156- hectare development, located in Sta, Rosa City in Laguna, is composed of several residential phases. The project is approximately 45 minutes away from the Makati central business district and 10 minutes away from an industrial zone. Buyers have options of availing house-and-lot packages or lots-only packages where they can build their American style homes.
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