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Semirara Mining Corporation Labor Union (SMCLU) Last December 14, 2006, Which Will Last Five (5) Years After Effectivity

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Semirara Mining Corporation Labor Union (SMCLU) Last December 14, 2006, Which Will Last Five (5) Years After Effectivity COVER SHEET 0 0 0 0 0 0 0 9 1 4 4 7 SEC Registration Number S E M I R A R A M I N I N G A N D P O W E R C O R P O R A T I O N (Company’s Full Name) 2 n d F l o o r D M C I P L A Z A 2 2 8 1 D O N C H I N O R O C E S A V E N U E M A K A T I C I T Y (Business Address: No. Street City/Town/Province) John R. Sadullo 888-3055 (Contact Person) (Company Telephone Number) 1 2 3 1 1 7 - A (Form Type) Month Day 1 (Fiscal Year) (Annual Meeting ) (Secondary License Type, If Applicable) CFD 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 LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes. 1 First Monday of May of each year. SEMIRARA MINING AND POWER CORPORATION 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, 2019 2. SEC Identification No.: 91447 3. BIR Tax ID No.: 000-190-324-000 4. Exact Name of issuer as specified in its charter: Semirara Mining and Power Corporation 5. Philippines 6. ______________ (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: Incorporation or organization 7. 2nd Floor, DMCI Plaza, 2281 Don Chino Roces Avenue, Makati City 1231 Address of principal office Postal Code 8. (02) 888-3055 / (02) 888-3955 (Fax) Issuer’s telephone number, including area code 9. ……………………………………………………………………………………… Former name, Address and fiscal year, if changed since last report 10. Securities registered pursuant to Secs. 8 & 12 of SRC, or Secs. 4 & 8 of RSA Title of Each Class Number of Shares Stock Outstanding and Amount of (Long-term) Debt Outstanding Common 4,250,547,620 / Php13,067,601,460 11. Are any or all of these 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 Shares 12. Check whether the issuer: (a) Has filed all reports required to be filed by Sec. 17 of the SRC and SRC Rule17 thereunder or Sec. 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 (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 ninety (90) days. Yes (✓) No ( ) - 1 - (c) State the aggregate market value of the voting stock held by non-affiliates of the Registrant.1 Name No. Of Shares % of Aggregate Market Held Total Value (PHP) PCD Nominee Corp. (Foreign) 215,484,147 5.07 2,758,197,081.60 Others 1,085,225,299 25.53 13,890,883,827.20 TOTAL 1,300,709,446 30.60 16,649,080,908.80 1 Computed on the basis of closing price at P12.80/share as of March 13, 2020 as quoted by the Philippine Stock Exchange. - 2 - SEMIRARA MINING AND POWER CORPORATION SEC FORM 17-A TABLE OF CONTENTS Page PART I – BUSINESS AND GENERAL INFORMATION ----------------------------------- 4 A. Description of Business ------------------------------------------------------------------- 4 1. Business Development --------------------------------------------------------------- 4 2. Business of Issuer -------------------------------------------------------------------- 4 B. Description of Property ------------------------------------------------------------------- 8 1. Property -------------------------------------------------------------------------------- 8 2. Mining and Oil Companies ---------------------------------------------------------- 9 C. Legal Proceedings -------------------------------------------------------------------------- 10 PART II – SECURITIES OF THE REGISTRANT ------------------------------------------- 14 A. Market Price and Dividends on Registrant’s Common Equity and Related Stockholders Matters ---------------------------------------------------------------------- 14 1. Market Information ------------------------------------------------------------------- 15 2. Holders --------------------------------------------------------------------------------- 16 3. Dividends ------------------------------------------------------------------------------ 17 4. Recent Sales of Unregistered Securities ------------------------------------------- 17 PART III – FINANCIAL INFORMATION ----------------------------------------------------- 17 A. Management’s Discussion and Analysis of Financial Condition and Results of Operation (years 2016-2019) ------------------------------------------------------------- 17 1. Full Years 2018-2019 ---------------------------------------------------------------- 17 2. Full Years 2017-2018 ---------------------------------------------------------------- 30 3. Full Years 2016-2017 ---------------------------------------------------------------- 43 B. Information on Independent Accountant and Other Related Matters --------------- 58 1. External Audit Fees and Services -------------------------------------------------- 58 PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS ----------------- 59 A. Directors and Executive Officers of the Issuer ----------------------------------------- 59 1. Citizenship, Educational Attainment, etc. ----------------------------------------- 59 Board Meeting and Attendance ----------------------------------------------- 68 Term of Office ------------------------------------------------------------------- 68 Independent Directors ---------------------------------------------------------- 68 Other Directorship Held in Reporting Companies -------------------------- 69 2. Significant Employees/Executive Officers of the Issuer ------------------------ 69 3. Family Relationship ------------------------------------------------------------------ 69 4. Involvement in Certain Legal Proceedings --------------------------------------- 69 B. Executive Compensation ------------------------------------------------------------------ 70 C. Security Ownership of Certain Beneficial Owners and Management -------------- 71 1. Security Ownership of Certain Record and Beneficial Owners ---------------- 71 2. Security Ownership Management -------------------------------------------------- 72 D. Certain Relationship and Related Transactions ---------------------------------------- 72 PART V – COMPLIANCE WITH LEADING PRACTICES ON CORPORATE GOVERNANCE--------------------------------------------------------------------------------------- 73 PART VI – EXHIBITS AND SCHEDULES ---------------------------------------------------- 75 A. Exhibits and Reports on SEC Form 17-C ----------------------------------------------- 75 1. Exhibits -------------------------------------------------------------------------------- 75 2. Reports on SEC Form 17-C --------------------------------------------------------- 75 SIGNATURES ----------------------------------------------------------------------------------------- 78 INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 79 ATTACHMENTS: ANNEX “A” SUSTAINABILITY REPORT ANNEX “B” CORPORATE GOVERNANCE DISCLOSURES - 3 - NON-FINANCIAL DISCLOSURE REQUIREMENTS PART I- BUSINESS AND GENERAL INFORMATION A. DESCRIPTION OF BUSINESS (1) Business Development (a) Form and year of organization. - The Company was incorporated on February 26, 1980 to explore, develop, and mine the coal resources in Semirara Island. To date, the Company has six (6) wholly- owned (100%) subsidiaries: (i) SEM-Calaca Power Corporation (SCPC) was incorporated on November 19, 2009 to engage in the business of power generation; (ii) SEM-Cal Industrial Park Developers Inc. (SIPDI) was incorporated on April 27, 2011 to engage the development of economic zone in accordance with Republic Act No. 7916, as amended, otherwise known as the Special Economic Zone Act of 1995; (iii) Southwest Luzon Power Generation Corporation (SLPGC) was incorporated on August 31, 2011 to engage in the business of power generation; (iv) Semirara Claystone Inc. (SCI) was incorporated on November 29, 2012 to engage in the business of manufacturing of cement, cement products, and pottery, among others; (v) Semirara Energy Utilities Inc. (SEUI) was incorporated on February 18, 2013 to perform qualified third-party functions as an alternative electric service provider authorized to serve remote and unviable areas; and (vi) Southeast Luzon Power Generation Corporation (SELPGC) was incorporated on September 9, 2013 to engage in the business of power generation. (b) Any bankruptcy, receivership or similar proceedings. - None. (c) Any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. - None. (2) Business of Issuer (a) Description of Registrant (i) Principal product or services and their markets. - The Company generates its revenues through the production and sale of sub-bituminous coal. The coal handling services at the National Power Corporation’s Calaca Power Plants, located in Batangas was terminated after the Company’s wholly-owned subsidiary, SCPC acquired ownership over the Calaca Power Plants in December 2, 2009. Over the years the Company diversified its coal market. For the year 2017, volume sold to export market accounted for 49% of the total coal sales, the power generation sector 41%, cement and other industries at 10%. Year on year, market share varies depending on the demand from each of the major market sector.
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