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Securities and Exchange Commission Sec Form 17-A SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2012 2. SEC Identification Number 157912 3. BIR Identification No. 000-551-890-000 4. Exact name of the issuer as specified in its charter: CEBU HOLDINGS, INC. 5. Province, Country or other jurisdiction of incorporation or organization: Cebu, Philippines 6. Industry Classification Code: _______ (SEC Use Only) 7. Address of principal office: 7/F, Cebu Holdings Center, Cardinal Rosales Avenue, Cebu Business Park, Cebu City Postal code: 6000 8. Issuer’s telephone number: (032) 231-5301 9. Former name, former address, former fiscal year: not applicable 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sections 4 and 8 of the RSA: Title of each class Number of shares of common stock outstanding Common shares 1,920,073,623 shares P1,920,073,623 Amount of debt outstanding: The Company has no registered debt. 11. Are any or all of these securities listed on a Stock Exchange? Yes [x] No [ ] Name of Stock Exchange: Philippine Stock Exchange Class of securities listed: Common stocks 12. 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 preceeding 12 months (or for such shorter period that the registrant was required to file such reports): Yes [x] No [ ] (b) has been subject to such filing requirements for the past 90 days: Yes [x] No [ ] 13. Aggregate market value of the voting stock held by non-affiliates: P 7.680 billion (as of end-Dec.2012) No. of Shares % Market Value (P4.00/share) Ayala Land, Inc. (Parent Company) 956,241,738 49.80% 3,824,966,952.00 Non-affiliate (Public) 963,831,885 50.20% 3,855,327,540.00 Total 1,920,073,623 100.00% 7,680,294,492.00 APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEEDING FIVE YEARS 1. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. Not applicable. DOCUMENTS INCORPORATED BY REFERENCE 2. Briefly describe documents incorporated by reference and identify the part of the SEC Form 17-A into which the document is incorporated: 2012 Audited Consolidated Financial Statements (incorporated as reference for Item 7 of SEC Form 17-A) TABLE OF CONTENTS Page No. PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business 1 Item 2. Properties 25 Item 3. Legal Proceedings 26 Item 4. Submission of Matters to a Vote of Security Holders 26 PART II – OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters 26 Item 6. Management’s Discussion and Analysis or Plan of Operation 28 Item 7. Financial Statements 36 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 36 PART III – CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer 36 Item 10. Executive Compensation 41 Item 11. Security Ownership of Certain Beneficial Owners and Management 43 Item 12. Certain Relationships and Related Transactions 44 Item 13. Compliance with Leading Practice on Corporate Governance 46 PART IV - EXHIBITS AND SCHEDULES Item 14. Exhibits and Reports on SEC Form 17-C (a) Exhibits 47 (b) Reports on SEC Form 17-C 47 Item 14. Additional Disclosures Data 48 SIGNATURES 52 INDEX TO EXHIBITS INDEX TO SUPPLEMENTARY SCHEDULES PART I - BUSINESS AND GENERAL INFORMATION Item 1. Business (Part I, Paragraph (A) of SRC Rule 12) (A) Description of the Business (The Company) (1) Business Development. Cebu Holdings, Inc. is a publicly listed company engaged in real property ownership, development, marketing, management. It was registered with the Securities and Exchange Commission on December 9, 1988 with an authorized capitalization of P1 Billion. It is an affiliate company of ALI (49.80%). Other partners include BPI Capital Corp. (15.29%), a wholly- owned real estate subsidiary of the Bank of the Philippine Islands, First Metro Investment Corporation, (11.52%), and the Public (23.39%). The Company's operations consist of seven (7) types of activities: rental of retail space commercial land sales office and residential condominium sales sale of proprietary sports club shares sale of residential subdivisions lease of office space (e-office / eBloc) via a subsidiary CPVDC hotel development/operations via an affiliate Cebu Insular Hotel Co. Inc. The Company owns and manages the Cebu Business Park (CBP), a 50-hectare business and commercial subdivision in Cebu City, and, to date, the single largest urban development project in Southern Philippines. CBP is master-planned to be the central business district in Cebu that integrates business, high-rise residential, shopping, and sports and recreational facilities. CBP is complete with world-class utilities and is home to some of the top local and international companies. CBP is strategically located to co-exist with the development plans and directions of Cebu City’s urban growth. CBP’s major streets serve as a vital part of Cebu City’s radial road network in the northern district. CBP was officially proclaimed as a PEZA-accredited IT Park pursuant to Presidential Proclamation 2053 (2010). According to the Special Economic Zone Act of 1995 (as amended in R.A. 7916), all investors and locators in PEZA-accredited IT Parks are now entitled to fiscal and non-fiscal incentives. Among the benefits of an IT Park are improvement in international competitiveness, increase in direct investments and capital formation, employment of job creation, and an improved of quality of life This development allows Cebu to maximize its advantages as a preferred business and tourist destination in the country. There are currently 25 buildings in CBP, with 12 ongoing constructions. This development is noteworthy not only for its scale but also because of its environment and urban development aspects. Its roadways have become integral to Cebu City’s road network, and therefore contribute to the easy flow of vehicular traffic and to daytime population distribution. The master plan allows for generous open spaces (20 percent of CBP is devoted to open green space and greenery), and makes allowances for the growing demands of a modern urban commercial community. The Cebu Business Park and Cebu IT Park, the flagship project of CHI’s subsidiary CPVDC, are unified through an integrated brand identity as Cebu Park District, which was launched in 2011 Each one is a complete destination comprising a dynamic whole. Their respective strengths will be highlighted as a representation of shared growth. The Cebu Park District’s identity will serve to magnify each park’s best- in-class positioning and unify both park’s value proposition of being the premier district for business, leisure - 1 - and living. This integrated brand also serves to sustain continuing build up and promote investment in both developments. Ayala Center Cebu is the shopping and lifestyle destination of the region. Nestled at the heart of the vibrant metropolis, it showcases the most sought-after retail brands as well as promising concepts clustered in specialized zones. It has also a collection of popular dining and hangout places for fun, bonding, and nurturing relationship activities. Since 1994, Ayala Center has continuously offered the most unique and rewarding shopping and dining experiences to both its local and tourist patrons. It is the preferred mall of the AB market, gated villages, and office workers with its wide selection of foreign and local brands. It is a masterpiece of retail innovation. Strategically located at the center of CBP, it is only 20 minutes away from the Mactan Cebu International Airport, and is just a walk away from some of Cebu’s best hotels, including Cebu City Marriott Hotel. It is also just 10 minutes away from the nearest seaports for that quick island getaway. The Terraces at Ayala Center Cebu aims to strengthen the mall’s ambiance-driven dining component with a cohesive and comprehensive mix of established Manila restaurants like BonChon Chicken which recently opened in 2012 and Cebu dining concepts like Casa Verde and Mooon Café to name a few. Set at the center of this area is the outdoor activity area surrounded by vibrant greeneries and soothing water features that provides distinctive sun up to sun down experience in dining and entertainment. The Terraces strengthens Ayala Center Cebu’s position as the landmark of unsurpassed shopping, dining, and entertainment in the region. In 2011, the Company embarked on the expansion project of Ayala Center Cebu to address the market gap and strengthen its landmark as the lifestyle and retail destination in Metro Cebu. The expansion will add four levels of retail stores with over 36,000 square meters of gross leasable space in a gross floor area of approximately 50,000 square meters. Rustan’s Fresh will transfer to an area twice its existing space at the basement of the mall. Rustan’s Department Store will likewise expand to a three-storey area four times its current size to bring in their full line-up in product and brand offerings. The expansion is expected to open in the last quarter of 2013 and with its seamless connectivity to the existing mall and The Terraces, it will complete the full-circle architecture of the mall.
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