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2018 Annual Report

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2018 Annual Report 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, 2018 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: 20 th Floor, Ayala Center Cebu Tower, Bohol Street, Cebu Business Park, Cebu City Postal code: 6000 8. Issuer’s telephone number: (63-32) 888-3700 9. Former name, former address, former fiscal year: Unit #701, 7/F, Cebu Holdings Center, Cardinal Rosales Avenue, Cebu Business Park, Cebu City 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 2,156,756,631 shares (exclusive of 760,087,992 Treasury Shares) Amount of debt outstanding: P5,000,000,000.00 (Bonds/Registered) 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 13.738 billion (as of end-Dec. 2018) No. of Shares % Market Value (P6.37/share) Ayala Land, Inc. (Parent Company) 1,519,106,716 70.43% P 9,676,709,780.92 Non-affiliate (Public) 637,649,915 29.57% 4,061,829,958.55 Total 2,156,756,631 100.00% P 13,738,539,739.47 APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEEDING FIVE YEARS 14. 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 15. Briefly describe documents incorporated by reference and identify the part of the SEC Form 17-A into which the document is incorporated: 2018 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 37 Item 3. Legal Proceedings 38 Item 4. Submission of Matters to a Vote of Security Holders 38 PART II – OPERATIONAL AND FINANCIAL INFORMATION Item 5. Market for Issuer’s Common Equity and Related Stockholder Matters 38 Item 6. Management’s Discussion and Analysis or Plan of Operation 40 Item 7. Financial Statements 52 Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 52 PART III – CONTROL AND COMPENSATION INFORMATION Item 9. Directors and Executive Officers of the Issuer 52 Item 10. Executive Compensation 57 Item 11. Security Ownership of Certain Beneficial Owners and Management 58 Item 12. Certain Relationships and Related Transactions 60 Item 13. Compliance with Leading Practice on Corporate Governance 62 PART IV - EXHIBITS AND SCHEDULES Item 14. Exhibits and Reports on SEC Form 17-C (a) Exhibits 62 (b) Reports on SEC Form 17-C 63 Item 14. Additional Disclosures Data 64 SIGNATURES 66 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, and management. It was registered with the Securities and Exchange Commission on December 9, 1988. Currently, its authorized capitalization stock is P3 Billion. It is 70.43%-owned subsidiary of ALI and 29.57% of its outstanding shares are owned by the public. The Company's operations consist of six (6) types of activities: strategic land management mixed-use development real estate business (commercial land sales and residential subdivision/condominium sales) commercial business operations and management (retail space lease and office space lease) hotel development and operations proprietary sports club shares sales The Company owns and manages the Cebu Business Park, a 50-hectare business and commercial subdivision in Cebu City, and, to date, the single largest operating IT economic zone in Southern Philippines. Cebu Business Park is master-planned to be the central business district in Cebu that integrates business, high-rise residential, shopping, and sports and recreational facilities. Cebu Business Park is complete with world-class utilities and is home to some of the top local and international companies. Cebu Business Park is strategically located to co-exist with the development plans and directions of Cebu City’s urban growth. Cebu Business Park’s major streets serve as a vital part of Cebu City’s radial road network in the northern district. Cebu Business Park 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 40 buildings in Cebu Business Park, with 10 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 Cebu Business Park is devoted to open green space and greenery), and makes allowances for the growing demands of a modern urban commercial community. 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 also hosts a collection of popular dining and hangout places for fun, bonding, and nurturing relationship activities. - 1 - 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 Cebu Business Park, 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 national brands like Italianni’s, Cyma, Gerry’s Grill, and TGI Friday’s and Cebu dining concepts like Casa Verde, Mooon Café, Hukad and Laguna Garden to name a few. Set at the center of The Terraces is the outdoor activity area surrounded by vibrant greeneries and soothing water features that provides a distinctive 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. Opened to the public last 2013, this expansion adds four levels of retail, dining and entertainment establishments with over 34,000 square meters of gross leasable space in a gross floor area of approximately 50,000 square meters. Rustan’s Supermarket and Rustan’s Department Store moved to an expanded area in this new wing, occupying four storeys to bring in their full line-up in product and brand offerings. This latest expansion of this mall garnered Gold in the renovations and expansions design and development category of the 2015 Asia Pacific Shopping Center Awards competition of The International Council of Shopping Centers. CHI also developed the City Sports Club Cebu , an exclusive urban resort equipped with health and fitness facilities, as well as restaurants and function rooms for members and their guests to use. This project is in partnership with ALI. To enhance its offerings for its members, the club completed a multi-million peso renovation in 2013. In 2010, CHI partnered with Ayala Land Premier (ALP), the high-end product category of ALI, for the development of a premier residential condominium project within the Cebu Business Park. 1016 Residences provides 109 units of country club living in Cebu’s address of choice.
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