Alhi 2021 Pis Final 042221

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ANCHOR LAND HOLDINGS, INC.

NOTICE OF ANNUAL
STOCKHOLDERS’ MEETING

AND

INFORMATION STATEMENT
(SEC FORM 20-IS)

June 24, 2021


At 3:00 p.m.
The Annual Stockholders’ Meeting will be conducted online and information about said
virtual meeting can be accessed at the link provided in ALHI’s website at
[https://anchorland.com.ph/asm-2021]
ANCHOR LAND HOLDINGS, INC.
th
11 Floor L.V. Locsin Building, 6752 Ayala Ave. cor. Makati Ave., Makati City
Phone: (02)-8988-7988

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Anchor Land
Holdings, Inc. (ALHI) will be conducted virtually on June 24, 2021, 3:00 PM. The said
virtual meeting can be accessed at the link provided in ALHI’s website at
https://anchorland.com.ph/asm-2021 with the following agenda:

1. Call to order;
2. Proof of notice and due calling of meeting;
3. Determination of a quorum;
4. Approval of the Minutes of the Regular Meeting of the Stockholders held on November
26, 2020;
5. Report of the President;
6. Presentation and approval of the Financial Statements as of December 31, 2020;
7. Ratification of acts of the Board of Directors and Officers;
8. Election of the members of the Board of Directors;
9. Appointment of external auditors;
10. Other Matters; and,
11. Adjournment.

Minutes of the Regular Meeting of the Stockholders held on November 26, 2020 will be
available for examination during office hours at the Office of the Corporate Secretary.

The conduct of this Annual Stockholders' Meeting will be streamed live to stockholders
qualified to attend the meeting and stockholders of record as of April 30, 2021 may attend,
participate and vote only through proxy, remote communication or in absentia using the above-
stated link. The requirements and procedures on how to participate in this meeting and for
voting in absentia are stated in the Information Statement. These are likewise published and
made accessible in the same link above.

Stockholders who opt to vote by proxy must submit and address their proxy form to the
attention of the Corporate Secretary at 8th Floor, Chatham House Bldg. Valero corner Rufino
Sts., Salcedo Village, Makati City or via e-mail at [email protected] not
later than 5:00 p.m. on or before June 20, 2021. A sample proxy form may be found in the
company website at https://anchorland.com.ph/asm-2021.

Any questions for the Board must also be emailed at the address mentioned above on or before
June 20, 2021.

Makati City, April 23, 2021

CHRISTINE P. BASE
Corporate Secretary
SECURITIES AND EXCHANGE COMMISSION

SEC FORM 20-IS

Information Statement
of
ANCHOR LAND HOLDINGS, INC.
Pursuant to Section 20 of the Securities Regulation Code

1. Check the appropriate box:


X Preliminary Information Statement
Definitive Information Statement

2. Name of Registrant as specified in its charter: ANCHOR LAND HOLDINGS, INC.

3. Makati City, Philippines


Province, country or other jurisdiction of incorporation or organization

4. SEC Identification Number: CS-200411593

5. BIR Tax Identification Code: 232-639-838

6. 11th Floor, L.V. Locsin Building, 6752 Ayala Avenue cor. Makati Avenue, Makati City,
Philippines
Address of principal office

7. Registrant’s telephone number, including area code (02) 8988-7988

8. Date, time and place of the meeting of security holders


June 24, 2021 at 3:00 p.m., The Annual Stockholders’ Meeting will be conducted online and
information about said virtual meeting can be accessed at the link provided in ALHI’s website
at https://anchorland.com.ph/asm-2021.

9. Approximate date on which the Information Sheet is first to be sent or given to security holders:
June 2, 2021

10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA
(information on number of shares and amount of debt is applicable only to corporate
registrants):
Number of Shares of Common Stock
Outstanding or Amount of Debt Outstanding (As
Title of Each Class of December 31, 2020
Common Stock, Php1.00 par value 1,040,001,000 Shares
Preferred Shares, Php1.00 par value 346,667,000 Shares
Loans Payable P19,310,647,503

11. Are any or all of registrant’s securities listed on a Stock Exchange?


Yes X No ___

If yes, disclose the name of such Stock Exchange and the class of securities listed therein:
Philippine Stock Exchange, Common shares
ANCHOR LAND HOLDINGS, INC.
INFORMATION STATEMENT

A. GENERAL INFORMATION

ITEM 1: DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS

Date : June 24, 2021


Time : 3:00 p.m.
Place : The Annual Stockholders’ Meeting will be conducted online and information about
said virtual meeting can be accessed at the link provided in ALHI’s website at
https://anchorland.com.ph/asm-2021
Principal Office: 11th Floor, L.V. Locsin Building, 6752 Ayala Avenue cor. Makati
Avenue, Makati City, Philippines

Approximate Date of Distribution to Security Holders: June 2, 2021

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE


REQUESTED NOT TO SEND US A PROXY

ITEM 2: DISSENTER’S RIGHT OF APPRAISAL

There are no matters to be acted upon at the meeting involving instances set forth in the Revised
Corporation Code of the Philippines for which a stockholder may exercise the right of
appraisal.

Pursuant to Section 80 Title X, Appraisal Right, Revised Corporation Code of the Philippines,
any stockholder of a corporation shall have the right to dissent and demand payment of the fair
value of his shares in the following instances: (a) in case of any amendment to the articles of
incorporation that has the effect of changing or restricting the rights of any stockholder or class
of shares, or authorizing preferences in any respect superior to those of outstanding shares of
any class, or extending or shortening the term of corporate existence; (b) in case of sale, lease,
exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the
corporate property and assets, and (c) in case of merger.

Section 81 of the Revised Corporation Code also provides that, this appraisal right may be
exercised by any stockholder who shall have voted against the proposed action, by making a
written demand on the corporation within thirty (30) days after the date on which the vote was
taken for payment of the fair value of his shares. Failure to make the demand within such period
shall be deemed a waiver of the appraisal right. If the proposed action is implemented or
affected, the corporation shall pay to such stockholder, upon surrender of the certificate or
certificates of stock representing his shares, the value thereof as of the day prior to the date on
which the vote was taken, excluding any appreciation or depreciation in anticipation of such
corporate action.

If within a period of sixty (60) days from the date the corporate action was approved by the
stockholders, the withdrawing stockholder and the corporation cannot agree on the value of the
shares, it shall be determined and appraised by three (3) disinterested persons, one of whom
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shall be named by the stockholder, another by the corporation, and the third by the two thus
chosen. The findings of the majority of the appraisers shall be final, and their award shall be
paid by the corporation within thirty (30) days after such award is made. No payment shall be
made to the dissenting stockholder unless the bank has unrestricted retained earnings in its
book to cover such payment. Upon payment by the Corporation of the agreed or awarded price,
the stockholder shall forthwith transfer his shares to the Corporation.
From the time of demand for payment of the fair value of a stockholder’s shares until either
the abandonment of the corporate action involved or the purchase of the said shares by the
corporation, all rights accruing to such shares, including voting and dividend right, shall be
suspended, except the right of such stockholder to receive payment of the fair value thereof:
Provided, that if the dissenting stockholder is not paid the value of his shares within 30 days
after the award, his voting right and dividend rights shall immediately be restored (Section 82
of the Revised Corporation Code).
Within ten (10) days after demanding payment of his shares, a dissenting stockholder shall
submit the certificate(s) of stock representing his shares to the Corporation for notation thereon
that such shares are dissenting shares. His failure to do so shall, at the option of the Corporation,
terminate his appraisal right (Section 85, Revised Corporation Code). No demand for payment
as aforesaid may be withdrawn by the dissenting stockholder unless the Corporation consents
thereto (Section 83, Revised Corporation Code).

The appraisal right shall be exercised in accordance with Title X of the Revised Corporation
Code.

ITEM 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS


TO BE ACTED UPON
Other than the election to office, there is no matter to be acted upon during the Annual
Stockholders’ Meeting to which a beneficial owner, director or officer has any substantial
interest.
No director has informed the Company in writing of his intentions to oppose any action to be
taken by the Company during the Annual Stockholders’ Meeting.

B. CONTROL AND COMPENSATION INFORMATION

ITEM 4. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF


As of March 31, 2021, there are 1,040,001,000 subscribed, issued and outstanding common
shares and 346,667,000 subscribed, issued and outstanding preferred shares entitled to vote at
the meeting, with each share entitled to one vote.
All stockholders of record at the close of business hours on April 30, 2021 shall be entitled to
cumulative voting rights with respect to the election of directors. A stockholder may vote such
number of shares for as many persons as there are directors to be elected or he may cumulate
said shares and give one candidate as many votes as the number of directors to be elected
multiplied by the number of his shares shall equal, or he may distribute them on the same
principle among as many candidates as he shall see fit: Provided, that the total number of votes
cast by him shall not exceed the number of shares owned by him as shown in the books of the
Company as of April 30, 2021 multiplied by the whole number of directors to be elected.

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Security Ownership of Certain Record & Beneficial Owners and Management

(1) Security Ownership of Certain Record and Beneficial Owners of more than 5%
There were no delinquent stocks, and the direct and indirect record and beneficial owners of
more than five percent (5%) of the Company’s voting securities as of March 31, 2021 are as
follows:

Name of Beneficial Percentage


ownership and Held Out of
Name and Address of relationship with Percentage the Total
Title of Class Record Owner and record owner No. of Held Per Outstanding
Relationship with Issuer Citizenship Shares Class Shares
Common LTC Prime Holdings, LTC Prime Filipino 248,108,100 23.86% 26.56%
Inc. Holdings, Inc. *
Preferred Lots 2-7, Kaingin Road, 120,134,048 34.65%
Multinational Village,
Paranaque City

Common Sybase Equity Sybase Equity Filipino 202,609,200 19.48% 19.49%


Investments Investments
Preferred Corporation Corporation 67,609,400 19.50%

Common Steve Li Steve Li Hong Kong 156,000,000 15.00% 15.00%


15th Floor, LV Locsin National
Preferred Bldg. 6752 Ayala Avenue 52,000,000 15.00%
corner Makati Avenue,
Makati City

Common Cindy Sze Mei Ngar Cindy Sze Mei Ngar British 155,999,298 15.00% 15.00%
Room 21B Ocean Tower
Preferred Roxas Boulevard, Manila 51,999,766 15.00%

Common PCD Nominee Various clients and Non- 78,814,490 7.58% 4.62%
Corporation (Non- PDTC participants Filipino
Filipino) who hold the shares
on behalf of their
clients.

* Avelino Guzman will vote for the shares held by LTC


** PCD Nominee Corporation is not related to the Company. PCD Nominee Corporation is the registered
owner of shares beneficially owned by Participants of the Philippine Depository and Trust Corporation (PDTC),
a private company organized to implement an automated book entry system for the handling securities transactions
in the Philippines. Under the PDTC procedures, when an issuer of a PDTC -eligible security will hold a
stockholders’ meeting, PCD Nominee Corporation shall execute a pro-forma proxy in favor of the Participants
for the total number of shares in their respective principal securities account as well as for the total number of
shares in their client securities account. For the shares held in the principal securities account, the Participant
concerned is appointed as proxy with full voting rights and powers as registered owner of such shares. For the
shares held in the client securities account, the Participant concerned is appointed as proxy, with the obligation to
constitute a sub-proxy in favor of its clients with full voting and other rights for the number of shares beneficially
owned by such clients.

The Company expects to receive the proxy form at least 10 days prior to the Annual Stockholders’ Meeting.

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As of March 31, 2021, the following are known to the Company as participants of the PCD
holding 5% or more of the Company’s common shares:

Member Name / Percentage


Title Address No. of Shares Held

Common Lucky Securities Corporation 226,844,290 21.81%

Unit 1402 b, Philippine Stock


Exchange Center, Exchange Road,
Pasig City

Common BDO Securities Corporation 66,708,654 6.41%

20th Floor BDO Corporate Centre


BDO South Tower Makati Avenue,
Makati City

Common COL Financial Group Inc. 61,402,189 5.90%

Unit 2401B East Tower, PSE


Centre, Exchange Road, Ortigas
Center, Pasig City

Common Eastern Securities Development 60,056,500 5.77%


Corporation

Unit 1603-1605 PSE Tower 5th


Avenue corner 28th St. BGC Taguig
City address

Common HSBC Clients Account 58,107,000 5.59%

7th Floor HSBC Centre 3058 5th


Avenue West Bonifacio Global City
Taguig City

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(2) Security Ownership of Management

The following is a summary of the aggregate shareholdings of the Company’s directors and
executive officers in the Company and the percentage of their shareholdings as of
March 31, 2021:

Percentage
Amount and Held Out of
Nature of Percentage the Total
Title of Name of Beneficial Owner / Beneficial Per Class of Outstanding
Class Address Ownership Citizenship Share Shares
Common Charles Stewart Sze Lee 15,000,900 British 0.00% 0.00%
Chairman /Director Direct National

Rm. 21B Ocean Tower,


Roxas Boulevard, Manila
Common Steve Li 156,000,000 Hong Kong 15.00% 15.00%
Vice-Chairman/Director Direct National

Preferred 15th Floor, LV Locsin Bldg. 6752 52,000,000 15.00%


Ayala Avenue corner Makati Direct
Avenue, Makati City

Common Avelino M. Guzman, Jr. 1,000 Filipino 0.00% 0.00%


Director Direct

Unit 403 Alfaro Place


Condominium, 146 L.P. Leviste St.,
Salcedo Village, Makati City,
Philippines

Common Christine P. Base 300,003 Filipino 0.03% 0.03%


Corporate Secretary/Director Direct

Preferred 8/F Chatham House, 116 Valero St., 100,000 Direct 0.03%
Salcedo Village, Makati City

Common Lorna Pangilinan 1000 Filipino 0.00% 0.00%


Independent Director Direct

Unit 8G, The Shang Grand Tower,


Perea corner Dela Rosa Streets,
Makati City

Common Digna Elizabeth Ventura 300 Filipino 0.00% 0.00%


President/Director Direct

Preferred 11/F LV Locsin Bldg., Ayala 100 0.00%


Avenue Makati City Direct

Common Clinton Steven Lee 603,490 British 0.00% 0.00%


Director Direct National

11/F LV Locsin Bldg., Ayala


Avenue Makati City

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Percentage
Amount and Held Out of
Nature of Percentage the Total
Title of Name of Beneficial Owner / Beneficial Per Class of Outstanding
Class Address Ownership Citizenship Share Shares
Common Violeta Josef 1,000 Filipino 0.00% 0.00%
Independent Director Direct

217 Santiago St., Ayala Alabang


Village, Muntinlupa City

Common Ma. Victoria Villaluz 1,000 Filipino 0.00% 0.00%


Independent Director Direct

116 J. P. Rizal St., Project 4,


Quezon City

Common Neil Y. Chua 5,400 Filipino 0.00% 0.00%


Chief Financial Officer/Director Direct

Preferred 11/F LV Locsin Bldg., Ayala 1,800 0.00%


Avenue Makati City Direct

Common Edwin Lee 27,100 Filipino 0.00% 0.00%


Director Direct

Preferred 54 Angeles St. Alabang Hills, 1,000 0.00%


Muntinlupa City Direct

TOTAL FOR THE GROUP 16.53%

(3) Voting Trust Holders of 5% or More

There is no voting trust or similar arrangement executed among holders of five percent (5%)
or more of the issued and outstanding shares of common stock of the Company.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Except in cases where a higher vote is required under the Revised Corporation Code, the
approval of any corporate action shall require the majority vote of all the stockholders present
in the meeting, if constituting a quorum.

Except in cases where voting by ballot is applicable, voting and counting shall be viva voce. If
by ballot, the counting shall be supervised by the external auditors and transfer agent of the
Company.

In the election of directors, each common shareholder of record as of April 30, 2021 is entitled
to as many votes as there are directors to be elected. A stockholder may vote such number of
shares for as many persons as there are directors to be elected or he may cumulate said shares
and give one candidate as many votes as the number of directors to be elected multiplied by
the number of his shares shall equal, or he may distribute them on the same principle among
as many candidates as he shall see fit: Provided, that the total number of votes cast by him shall
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not exceed the number of shares owned by him multiplied by the number of directors to be
elected.

All proxies must be in the hands of the Secretary at least ten (10) days before the time set for
the meeting. Such proxies filed with the Secretary may be revoked by the stockholders either
in an instrument in writing duly presented and recorded with the Secretary prior to a scheduled
meeting or their personal attendance at the meeting (Par. 2 Section 7, By-Laws).

A forum for validation of proxies chaired by the Corporate Secretary or Assistant Corporate
Secretary and attended by the Stock and Transfer Agent shall be convened seven (7) days
before any meeting. Any questions and issues relating to the validity and sufficiency, both as
to form and substance, of proxies shall only be raised during said forum and resolved by the
Corporate Secretary. The Corporate Secretary’s decision shall be final and binding upon the
shareholders. Any such question or issue decided upon by the Corporate Secretary shall be
deemed settled and those not brought before said forum shall be deemed waived and may no
longer be raised during the stockholder’s meeting (Par. 3 section 7, By-Laws).

(1) Board of Directors and Executive Officers

The incumbent directors, including independent directors and executive officers of the
Company are as follows:

Year of
Assumption of
Name Age Office Office No. of Year/Month
Charles Stewart Lee 30 Director 2014 6 years
Chairman of the Board 2020 6 months

Steve Li 50 Director 2004 17 years


Vice Chairman 2007 13 years
Chief Executive Officer 2013 7 years

Avelino Guzman 47 Director 2015 5 years

Digna Elizabeth L. 48 Director 2011 9 years


Ventura President 2011 9 years

Lorna Pangilinan 65 Independent Director 2018 2 years

Christine P. Base 50 Director 2007 13 years


Corporate Secretary 2007 13 years

Violeta Josef 74 Independent Director 2015 5 years

Ma. Victoria 67 Independent Director 2015 5 years


Villaluz

Clinton Steven Lee 27 Director 2020 6 months

Neil Y. Chua 50 Director 2013 7 years


Chief Finance 2009 11 years
Officer/Treasurer

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Year of
Assumption of
Name Age Office Office No. of Year/Month

Edwin Lee 63 Director 2013 7 years

Honorio A. Alvarez, 52 AVP for Engineering 2017 3 years


Jr.

Sarah Joelle Lintag 48 Corporate Affairs Manager 2016 4 years


& Compliance Information
Officer

Edwin L. Aquino 43 Internal Audit Manager 2019 1 year

The Company has adopted SRC Rule 38 and SEC Circular No. 16, Series of 2002 on the
Guidelines on Nomination and Election of Independent Directors as stated in the By-laws and
Manual on Corporate Governance of the Corporation. The following are the procedures for
the nomination and election of independent directors of the Company:

A. All nominations for directors to be elected by the Stockholders of the Corporation shall
be submitted in writing to the Corporate Secretary of the Corporation at the principal
office of the Corporation not earlier than forty (40) days nor later than twenty (20) days
prior to the date of the regular or special meeting of stockholders for the election of
directors. Nominations which are not submitted within such nomination period shall
not be valid. Only stockholder of record entitled to notice and vote at the regular or
special meeting of the stockholders for the election of the directors shall be qualified to
be nominated and elected a director of the Corporation (Section 9, By Laws).

B. All nominations shall be signed by the nominating stockholder/s together with the
acceptance and conformity of the would-be nominees (SRC Rule 38). After the
nomination, the Nomination Committee shall prepare a Final List of Candidates, which
shall contain all the information about all the nominees for independent directors. The
list shall be made available to the Securities and Exchange Commission and to all
stockholders through the filing and distribution of the Information Statement or Proxy
Statement, or in such other reports the Corporation is required to submit to the
Commission. The name of the person or group of person who recommended the
nomination of the independent director shall be identified in such report including any
relationship with the nominee.

C. Only nominees whose names appear on the Final List of Candidates shall be eligible
for election as an Independent Director. No other nomination shall be entertained after
the Final List of Candidates shall have been prepared. No further nomination shall be
entertained or allowed on the floor during the actual annual stockholders’ meeting.

D. It shall be the responsibility of the Chairman of the Meeting to inform all stockholders
in attendance of the mandatory requirement of electing an independent director. He
shall ensure that an independent director is elected during the stockholders’ meeting.

E. The specific slot for an independent director shall not be filled-up by the unqualified
nominees.

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F. The decision of the Nomination Committee, once confirmed by the Board of Directors,
shall be final and binding upon the shareholders and may no longer be raised during the
stockholders’ meeting (Section 10, By-Laws).

G. In case of failure of election for the independent director, the Chairman of the Meeting
shall call a separate election during the same meeting to fill-up the vacancy.

The nominees for independent directors of the Company are Lorna Pangilinan, Violeta J. Josef
and Ma. Victoria A. Villaluz. They are nominated by Steve Li, a shareholder of the Company;
and, to the Company’s knowledge, there is no relationship between the nominees for
independent directors and Mr. Steve Li.

The members of the Nomination Committee are as follows:


1. Charles Stewart Lee - Chairman
2. Steve Li - Member
3. Ma. Victoria Villaluz - Member

DIRECTORS AND EXECUTIVE OFFICERS


The following are the business experiences and positions held by the Directors and Executive
Officers for the past five (5) years:

CHARLES STEWART LEE, British National, 30 years old, is the incumbent Chairman of
the Board of Directors of Anchor Land Holdings, Inc. He is currently a Director of Pacific
Apex Food Ventures, Inc. Mr. Lee studied at the University of Southern California, Los
Angeles, California, USA where he obtained his Business of Arts Degree in Social Science
with emphasis in Economics.

STEVE LI, Hong Kong SAR National, 50 years old, is the Vice-Chairman and Chief
Executive Officer since 2007 and 2013, respectively. Mr. Li graduated from York University,
Toronto, Canada with a Bachelor’s Degree in Business Administration major in Finance and
Accounting.
DIGNA ELIZABETH L. VENTURA, Filipino, 48 years old, is the President of Anchor Land
Holdings, Inc. since August 15, 2011. She has served as Asst. Vice President from
July 2005 and as Vice President from 2009 for Sales & Marketing. Prior to joining the
Company, she was the Sales Director of Filinvest, Inc., Sales and Marketing Manager of the
Waterfront Hotel and Megaworld Properties and Holdings, Inc. Ms. Ventura earned her
Bachelor of Science Degree in Hotel and Restaurant Management from the University of Santo
Tomas.
LORNA PANGILINAN, Filipino, is 65 years old, is an Independent Director of the Company.
Currently, she does consultancy engagements with various companies. Her clients includes
Fraport AG, Macroasia Corporation, Sublic Leisure Inc., Zuellig, MRT-4 (Bouygues), Asia’s
Emerging Dragon Corporation, Metropolitan Medical Center, and Ever-Gotesco Group of
Companies. She held several executive positions from 1977 to 2010. She also served as director
and committee member to different private and financial institutions such as Savers Dome Inc.,
Tong Yang Savings Bank, Chamber of Thrift Banks, Capwire and Pocketbell, Republic
Telecommunications Holdings, Inc., AG Finance Inc., DBP Management Corporation, DBP
Data Center, Inc. and DBP Provident Fund Committee and DBP-Institutional Banking Group

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Credit Committee. She also earned her bachelor’s degree in Economics at the University of the
Philippines Diliman and a MA candidate in Economics at Ateneo de Manila University.

CHRISTINE P. BASE, Filipino, 50 years old, is the Corporate Secretary and a member of the
Audit Committee since April 10, 2007. She is currently a Corporate and Tax Lawyer at Pacis
and Reyes, Attorneys and the Managing Director of Legisforum, Inc. She concurrently serves
as the Corporate Secretary of Araneta Properties, Inc., SBS Philippines Corporation, Asiasec
Equities, Inc., SL Agritech Corporation, and Ever-Gotesco Resources and Holdings, Inc.. She
also acts as a director and corporate secretary of Italpinas Development Corporation. Ms. Base
also acts as a Director and/or Corporate Secretary of several other private corporations. She
was an Auditor and then a Tax Lawyer of Sycip Gorres Velayo & Co. She is a graduate of
Ateneo De Manila University School of Law with a degree of Juris Doctor. She passed the Bar
Examination in 1997. Ms. Base is also a Certified Public Accountant. She graduated from De
La Salle University with a degree in Bachelor of Science in Commerce major in Accounting.

NEIL Y. CHUA, Filipino, 50 years old, is a Director and the Chief Finance Officer since 2013
and 2009, respectively. He was a Senior Manager at KPMG, Auckland, New Zealand from
March 2008 to May 2009; and at Purwantono, Sarwoko & Sandjaja/Ernst & Young, Indonesia
from October 2002 to February 2008. He was also an Andersen Worldwide Manager of
Prasetio, Utomo & Co/Andersen, Indonesia and a supervisor at Sycip Gorres
Velayo & Co./Arthur Andersen, Philippines from November 1991 to September 1996. Mr.
Chua obtained his Bachelor of Accountancy from the University of San Carlos, Cebu City. He
is also a Certified Public Accountant and a member of the Philippine Institute of Certified
Public Accountants since 1992.

EDWIN LEE, Filipino, 63 years old, was elected as a Director on June 28, 2012 but only
assumed office on April 2, 2013 after the SEC approved the amendment of the Company’s
Articles of Incorporation which effectively increased the number of Directors from seven (7)
to nine (9). He is currently serving as the Senior Assistant Vice President at the Office of the
President of SM Investments Corporation. He graduated from De La Salle University with a
Bachelor of Science Degree in Commerce major in Business Management.

CLINTON STEVEN LEE, British, 27 years old, has been working for Anchor Land
Holdings, Inc. since 2016 under the Office of the Chairman. He heads the Business
Development Group as well as the Market Research Group. Mr. Lee graduated from the
University of California, Los Angeles, California USA where he obtained his degree of
Bachelor of Arts Degree in Sociology.

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VIOLETA J. JOSEF, Filipino, 74 years old, was elected as Independent Director of the
Company. She completed her Bachelor in Business Administration from the University of East.
She is a Certified Public Accountant and received her Masters Degree in Business
Administration-Top Executive Program from the Pamantasan ng Lungsod ng Maynila where
she is now a part-time Lecturer in PLM’s Graduate School of Business. She also completed
her General Management Executive Program at the National University of Singapore, Faculty
of Business Administration in 1992. She held various executive positions such as Senior Vice-
President, Treasurer, Controller and Director at the Multinational Group of Companies from
1972-2014. She started her career in public practice in SGV and Co. immediately after
completing her Bachelor’s Degree. Ms. Josef was also a former board member of the
Professional Regulatory Board of Accountancy, for years 1995 to 1998. She has held several
positions in various professional and civic organizations, such as Past National President of the
Philippine Institute of Certified Public Accountants in 2013-2014, Deputy Vice-President of
the Philippine Federation of Professional Associations in 2014-2016, life-time member of the
Philippine Association of Professional Regulatory Board Members since 1995, Past President
of the Association of CPAs in Commerce and Industry in 1986 and a former member of the
Auditing Standards and Practices Council. As PICPA President, she was a board and council
member of various international accountancy organizations, such as the Asean Federation of
Accountants (AFA), the Confederation of Asian and Pacific Accountants (CAPA) and the
International Federation of Accountants (IFAC).

MA. VICTORIA A. VILLALUZ, Filipino, 67 years old, was elected as an Independent


Director on June 25, 2015. She is a Member of the Integrated Bar of the Philippines, the UP
Women Lawyers’ Circle and the Tax Management Association of the Philippines where she
also served as President in 2010. She previously worked with Sycip Gorres Velayo & Co. from
1980 until her retirement in 2014 as a Partner in the Tax Services Group where she provided,
among others, tax advisory and tax planning, as well as quality and risk management, services
to clients from various industries such as utilities (power, water, oil and gas),
telecommunications, entertainment, engineering and construction, real estate, hotel,
transportation, trading and manufacturing. Ms. Villaluz is an accredited lecturer in the
Mandatory Continuing Legal Education (MCLE) prescribed by the Supreme Court for lawyers;
she was also the tax training director for the Arthur Anderson New Tax Seniors’ Training
Seminar in Penang Malaysia until 2001 and was a lecturer in the Arthur Andersen New
Manager’s training seminars in St. Charles, Illinois. Ms. Villaluz obtained her Bachelor of Arts
in Philosophy and her Bachelor of Laws from the University of the Philippines.

AVELINO M. GUZMAN, JR., Filipino, 47 years old, was elected as a Director on


June 25, 2015. He is the Managing Partner of A.M. Guzman, Jr. and Associates Law Office,
and of Golden Ace Credit Solutions Company, Ltd. He also serves as the President and
Chairman of the Board of Whidbey Holdings Corporation and as the Corporate Secretary of
Santino Metal Industries, Inc., Merckammed Concepts, Inc., Ideaship Phils. Holdings, Inc.,
LTC Group of Companies, VS Marketing Corporation, Anchor Land Global Corporation and
Akuna (Philippines) Inc. He was previously a Senior Associate Lawyer at Saulog & De Leon
Law Offices from January 1999-December 2009. Mr. Guzman, Jr. obtained his Bachelor of
Arts major in Economics and his Bachelor of Laws from San Beda College. He became a
Member of the Integrated Bar of the Philippines in 1999.

11
(2) Independent Director

Three (3) incumbent directors of the Company, namely Lorna Pangilinan, Violeta Josef and
Ma. Victoria Villaluz, are the Independent Directors for the year 2020-2021. They are not
employees of the Company and do not have any relationship with the Company, which would
interfere with the exercise of their independent judgment in carrying out the responsibilities of
a director.

The following are nominated for election to the Board of Directors during this year’s Annual
Stockholders’ Meeting:

1. Charles Stewart Lee Director


2. Steve Li Director
3. Digna Elizabeth Ventura Director
4. Christine P. Base Director
5. Edwin Lee Director
6. Neil Y. Chua Director
7. Clinton Steven Lee Director
8. Avelino M. Guzman Director
9. Lorna Pangilinan Independent Director
10. Violeta J. Josef Independent Director
11. Ma. Victoria A. Villaluz Independent Director

The nominees for independent directors for this year’s Annual Stockholders’ meeting of the
Company are Lorna Pangilinan, Violeta J. Josef, and Ma. Victoria A. Villaluz. They were
nominated by Steve Li, a shareholder of the Corporation and, to the Company’s knowledge;
there is no relationship between nominees for independent directors and Mr. Steve Li.

The term of office of all directors, including independent directors shall be one (1) year until
their successors are duly elected and qualified.

(3) Key Officers

The members of the management team, aside from those mentioned above, are as follows:

HONORIO A. ALVAREZ, JR., Filipino, 52 years old, is the Assistant Vice-President for
Engineering. He was formerly the General Manager and Vice President of DD Happy Homes
Residential Centers, Inc., a subsidiary of Double Dragon Properties, from June 2015 to January
2017. He also served as the Senior Assistant Vice President-Project Management Head, High
Rise Division/Special Projects of Eton Properties Philippines, Inc. from March 2011 to March
2015. He graduated from the University of Santo Tomas with a Bachelor of Science in Civil
Engineering in 1989.
SARAH JOELLE C. LINTAG, Filipino, 48 years old, is the Head of the Corporate Affairs
Department. She was formerly the Vice President for Billings, Credit Operations and Legal
Services from June 2015 to December 2015 for ACM Landholdings, Inc. (Philippines), where
she also served as its Assistant Vice President for Legal and Human Resources and
Administration from July 2013 to May 2015. She was also the Chief Political Affairs Officer
of the Office of the Honorable Edgardo “Sonny” Angara in the House of Representatives from
October 2010 to June 2013. She graduated from California State University, Northridge,

12
California (USA) with a Bachelor of Arts degree in Political Science in 1995, and earned her
Bachelor of Laws degree from the University of the Philippines, Diliman, Quezon City in 1999.

EDWIN L. AQUINO, Filipino, 43 years old, is the Internal Audit Manager at Anchor Land
Holdings, Inc. He is a Certified Public Accountant and a Certified Internal Auditor. He was a
former Audit Head of the Century Properties Group from May 2015 to April 2019. He was
also previously an Audit Manager of the Siycha Group of Companies, Watsons Personal Care
Stores (Philippines), Inc., Steel Asia Manufacturing Corporation, and a Senior Internal Auditor
of San Miguel Corporation Group. He obtained his Bachelor of Science in Accountancy degree
at the University of the East in 1998.

(4) Family Relationships

Aside from Mr. Charles Stewart Lee and Mr. Clinton Steven Lee, there are no family
relationships, either by affinity or consanguinity up to the fourth civil degree among the
directors, executive officers and persons nominated and chosen by the Company to become
directors and executive officers.

(5) Involvement in Certain Legal Proceedings

To the knowledge of the Company, there has been no occurrence of any of the following events
during the past five (5) years up to the present which are material to an evaluation of the ability
and integrity of any director, any person nominated to become director, executive officer or
control person of the Company:

1. Any insolvency or bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer whether at the time of insolvency or
within two (2) years prior to that time;

2. Any conviction by final judgment in a criminal proceeding, domestic or foreign, in any


pending criminal proceeding, domestic or foreign, excluding traffic violations and other
minor offenses;

3. Any final and executory order, judgment or decree of any court of competent
jurisdiction, domestic or foreign, permanently or temporarily, enjoining, barring,
suspending or otherwise limiting involvement in any type of business, securities,
commodities or banking activities; and

4. Any final and executory judgment by a domestic or foreign court or competent


jurisdiction (in a civil action), the SEC, or comparable foreign body, or domestic or
foreign exchange or electronic marketplace or self-regulatory organization, for
violation of a securities or commodities law.

There are no legal proceedings to which the Company or its subsidiary or any of their properties
is involved in or subject to, that would have a material effect adverse effect on the business or
financial position of the Company or its subsidiary.

(6) Significant Employees

No single person is expected to make a significant contribution to the business since the
Company considers the collective efforts of all its employees as instrumental to its success.
13
(7) Certain Relationships and Related Transactions

As of March 31, 2021, the following is a summary of the director who owns ten percent (10%)
or more of the outstanding shares of the Company:

Name of Company Percentage of


and Director Position Held Voting Securities
Steve Li Vice Chairman and Chief Executive Officer 15.00%

Related Party Transactions


The Company, in the normal course of business, enters into transactions with its related parties
consisting primarily of non-interest bearing advances for working capital requirements.

Outstanding balances with related parties included in the appropriate accounts in the
consolidated balance sheets are as follows:

2020 2019 2018


Advances to related parties – – –
Advances from related parties – – –

No transaction was entered by the Company with parties who are not considered related parties
but with whom the Company or its related parties have a relationship that enables the parties
to negotiate terms of material transactions.

There were no transactions with promoters in the past five years.

ITEM 6. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

(1) Compensation Table

Information as to the aggregate compensation of the key management personnel of the Group,
which includes all directors, executives and senior management during the last three (3) fiscal
years is as follows:

Total Total
Name and Principal Group Group Other Annual
Position Fiscal Year Salary Bonus Compensation
1. Steve Li - CEO Actual 2018 =
P33.5 M =
P1.0 M
2. Digna Elizabeth L.
Ventura - President Actual 2019 =
P35.3M -0-
3. Neil Y. Chua - CFO
4. Honorio Alvarez - Actual 2020 =
P35.8M =
P1.4M
AVP Engineering
5. Atty. Sarah C. Lintag - Projected 2021 =
P35.8 -0-
Head of the Corporate
Affairs Department

14
All other officers and Actual 2018 =
P22.4 M
directors as a group -
unnamed Actual 2019 =
P23.5M

Actual 2020 =
P34.1M

Projected 2021 =
P34.1M

(2) Compensation of Directors


Under the By-Laws of the Company, by resolution of the Board, each director shall receive a
reasonable per diem allowance for his attendance at each meeting of the Board. As
compensation, the Board shall receive and allocate an amount of not more than ten percent
(10%) of the net income before income tax of the Company during the preceding year. Such
compensation shall be determined and apportioned among directors in such manner as the
Board may deem proper, subject to the approval of stockholders representing at least a majority
of the outstanding capital stock at a regular or special meeting of the stockholders.

The total annual compensation of the Board of Directors is P


=6.9 million.

Other than those mentioned above, there are no other arrangements for compensation either by
way of payments for committee participation or special assignments. There are also no
outstanding warrants or options held by the Company’s Chief Executive Officer and other
officers and/or directors.

(3) Employment Contracts and Termination of Employment and Change-in-Control


Arrangements

There are no other special contracts of employment between the Company and the named
directors and executive officers, as well as special compensatory plans or arrangements,
including payments to be received from the Company with respect to any named directors or
executive. Employment contracts of all Supervisors and Rank are all hired as long-term
employment period until regularization or termination of any cause.

ITEM 7. INDEPENDENT PUBLIC ACCOUNTANTS


Sycip Gorres Velayo & Co. (SGV) was the Independent Public Accountant for the year 2020.
The reappointment of the said accounting firm as Independent Public Accountant for the
incoming year will be submitted to the stockholders for their confirmation and approval. The
Partner-in-Charge is Jennifer D. Ticlao. Duly authorized representatives of SGV are expected
to be present at the Annual Meeting of Stockholders and they will have the opportunity to make
statements if they desire to do so and are expected to be available to respond to appropriate
questions.
Under the existing regulation of the Securities and Exchange Commission, the registrant shall
change its external auditor or rotate the engagement partner every five years. This is in
compliance with the rotation requirement of its external auditor’s certifying partner as required
under SRC Rule 68 Paragraph 3(B) (ix). Considering that the assigned partner of SGV has been
the Company’s independent public accountant beginning 2017, rotation is not necessary.
15
The members of the Audit Risk Oversight and Related Party Committee are as follows:

1. Violeta Josef - Chairman


2. Steve Li - Member
3. Christine P. Base - Member
4. Atty. Ma. Victoria Villaluz - Member
5. Lorna Pangilinan - Member

ITEM 8. COMPENSATION PLANS

No action with respect to any plan pursuant to which cash or non-cash compensation may be
paid or distributed for the year shall be discussed during the meeting.

C. ISSUANCE AND EXCHANGE OF SECURITIES

ITEM 9. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHER THAN FOR


EXCHANGE

There are no matters or actions to be taken up in the meeting with respect to authorization or
issuance securities.

ITEM 10. MODIFICATION OR EXCHANGE OF SECURITIES

There are no matters or actions to be taken up in the meeting with respect to the modification
of any class of the Company’s securities or the issuance of authorization for issuance of one
class of the Company’s securities in exchange for outstanding securities of another class.

ITEM 11. FINANCIAL AND OTHER INFORMATION

The audited financial statements as of December 31, 2020, Management’s Discussion and
Analysis, Market Price of Shares and Dividends and other data related to the Company’s
financial information are attached hereto.

ITEM 12. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR


MATTERS

There are no matters or actions to be taken up in the meeting with respect to merger,
consolidation, acquisition by, sale or liquidation of the Company.

ITEM 13. ACQUISITION OR DISPOSITION OF PROPERTY

There are no matters or actions to be taken up in the meeting with respect to acquisition or
disposition of any property by the Company.

16
ITEM 14. RESTATEMENT OF ACCOUNTS

The Company is not taking any action, which involves the restatement of any of its assets,
capital or surplus account.

D. OTHER MATTERS

ITEM 15. ACTION WITH RESPECT TO REPORTS

(1) Approval of the Minutes of the 2020 Annual Stockholders’ Meeting held on
November 26, 2020 covering the following matters:

1. Approval of the Minutes of the Regular Meeting of the Stockholders held on June
26, 2019;
2. Report of the President;
3. Presentation and approval of the Financial Statements as of December 31, 2019;
4. Ratification of acts of the Board of Directors and Officers;
5. Election of the members of the Board of Directors;
6. Appointment of external auditors;
7. Amendment of Company’s By-Laws
8. Other Matters; and,
9. Adjournment.

(2) Resolutions for Ratification by the Stockholders

At the Annual Stockholders’ Meeting, stockholders will be asked to approve and ratify all acts
of the Board of Directors and management during their term of office. These include, but not
limited to, opening and maintaining deposit accounts and/or trust accounts with various
banking institutions; obtaining loans/credit accommodations and trust receipt agreements with
various banks and approval of signing limits.

ITEM 16. MATTERS NOT REQUIRED TO BE SUBMITTED

Other than election to office, there is no matter to be acted upon during the Annual
Stockholders’ Meeting to which a beneficial owner, director or officer has any substantial
interest.

No director has informed in writing of his intention to oppose any action to be taken during the
proposed Annual Stockholders’ meeting.

ITEM 17. AMENDMENT OF CHARTER, BY-LAWS OR OTHER DOCUMENTS

There are no amendment of charter and by-laws of the Corporation.

17
ITEM 18. OTHER PROPOSED ACTIONS

There are no other proposed actions to be taken up in the meeting.

ITEM 19. VOTING PROCEDURES

Except in cases where a higher vote is required under the Revised Corporation Code, the
approval of any corporate action shall require the majority vote of all the stockholders present
in the meeting, if constituting a quorum.

In the election of directors, each common shareholders of record as of April 30, 2021 is entitled
to as many votes as there are directors to be elected. A stockholder may vote such number of
shares for as many persons as there are directors to be elected or he may cumulate said shares
and give one candidate as many votes as the number of directors to be elected multiplied by
the number of his shares shall equal, or he may distribute them on the same principle among
as many candidates as he shall see fit: Provided, that the total number of votes cast by him shall
not exceed the number of shares owned by him multiplied by the number of directors to be
elected.

The method by which the votes of security holders will be counted is in accordance with the
general provisions of the Revised Corporation Code of the Philippines. The counting of votes
will be done by the Corporate Secretary with the assistance of his staff and the Corporation's
stock and transfer agent. In addition, shareholders who are unable to attend the meeting may
choose to execute a proxy form or vote electronically in absentia using the link
https://anchorland.com.ph/asm-2021. The requirements and procedures for voting in absentia
and participation in the Annual Stockholders' Meeting through remote communication are set
forth under Annex “A” of this Information Statement.

Stockholders who opt to vote by proxy must submit and address their proxy to the attention of
the Corporate Secretary at 8th Floor, Chatham House Bldg., Valero corner Rufino Sts., Salcedo
Village, Makati City or via e-mail at [email protected] not later than
5:00 p.m. on or before June 20, 2021. Any questions for the Board must also be emailed the
address mentioned above on or before June 20, 2021.

Stockholders may view the Notice and Agenda, Proxy Form, Definitive Information Statement,
SEC Form 17-A (2020 Annual Report), SEC Form 17-Q (1st Quarter Report of 2021) and other
pertinent documents related to ALHI's Annual Stockholders' Meeting at link
https://anchorland.com.ph/asm-2021 and via the PSE Electronic Disclosure Generation
Technology (PSE EDGE) portal at https://edge.pse.com.ph.

18
UNDERTAKING TO PROVIDE WITHOUT CHARGE A COPY OF THE
COMPANY’S ANNUAL REPORT

A COPY OF THE COMPANY’S ANNUAL REPORT ON SEC FORM 17-A


WILL BE PROVIDED WITHOUT CHARGE TO EACH PERSON UPON
WRITTEN REQUEST OF ANY SUCH PERSON ADDRESSED TO:

THE OFFICE OF THE CORPORATE SECRETARY


ANCHOR LAND HOLDINGS INCORPORATED
8th Floor, Chatham House,
116 Valero cor. V.A. Rufino St., Makati City

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this report is true, complete and correct. This report is signed in the
City of Makati on April 23, 2021.

ANCHOR LAND HOLDINGS, INC.

By:

CHRISTINE P. BASE
Corporate Secretary

19
MANAGEMENT REPORT

20
BUSINESS AND GENERAL INFORMATION

Business Overview

Anchor Land Holdings, Inc. (“ALHI” or the “Company”) was registered with the Philippine
Securities and Exchange Commission (“SEC” or the “Commission”) on July 29, 2004 with an
authorized capital stock of P10,000,000.00 divided into 100,000 common shares with a par
value of P100.00.

The Company is the holding company of the ALHI Group (the “Group”) with principal
business interest in real estate organized to acquire by purchase, lease, donation, or otherwise,
and to own, use, improve, develop, subdivide, sell, mortgage, exchange, lease, and hold for
investment, real estate of all kinds, whether to improve, manage or otherwise dispose of
buildings, houses, apartments, and other structures of whatever kind, together with their
appurtenances.

The Company traces its roots to Anchor Properties Corporation. Anchor Properties Corporation
was incorporated in July 15, 2003. It commenced commercial operations on April 30, 2004,
simultaneously with the start of the construction of its Lee Tower project. The Company was
founded by a group of entrepreneurs led by Mr. Stephen L. Keng and Mr. Steve Li. The
Company was primarily organized to engage in real estate development and marketing
focusing initially in high-end residential condominiums within the Manila area. It started
business operations on November 25, 2005.

On December 13, 2006, the board of directors and stockholders of the Company approved and
authorized the plan of merger of Anchor Properties Corporation, with the Company as the
surviving entity. Simultaneously with the approval of the Company’s merger with Anchor
Properties Corporation, the Company’s board of directors and stockholders also approved
amendments to Company’s Articles as follows: (a) reduction of the par value from P100.00 to
P1.00 resulting in stock split and increase in authorized capital stock from P10,000,000.00 to
P1,000,000,000.00. Both companies are substantially under common control and the merger of
the two companies was done to consolidate their real estate projects under one group.

On July 7, 2011, the board of directors and stockholders of the Company approved the
amendment of the Company’s Articles of Incorporation as follows: a) increase in authorized
capital stock of the Company from 1,000,000,000 shares of common stock with par value of
P1.00 per share to 2,300,000,000 shares of common stock with par value of P1.00 per share;
and b) increase in authorized capital stock of the Company by creating 1,300,000,000 units of
8%, voting, preferred shares with par value of P1.00 per share.

On November 8, 2013, the Philippine SEC approved the increase of capital stock of ALHI from
P3,600,000,000.00 divided into 2,300,000,000 common shares and 1,300,000,000 preferred
shares, both with a par value of P1.00 each to P4,800,000,000.00 divided into 3,500,000,000
common shares and 1,300,000,000 preferred shares, both with a par value of
P 1.00 per share.

21
Business Plan

Despite the severe impact of the coronavirus pandemic on the global and local economies in
2020, Anchor Land Holdings, Inc., was able to weather the challenges and ended the year with
a net income of =
P351.39 million, reflecting our strong financial position and sound business
strategies.

We also learned valuable insights from emerging market trends that were further highlighted
during the pandemic, including a dramatic consumer shift to e-commerce which provides us
the impetus to develop more logistics centers to cater to this growing segment.

Full Digitalization, E-Commerce Push

The lessons of 2020 made ALHI more determined than ever to continue our path towards full
digitization and to further embrace electronic technologies in all facets of our operations,
especially towards digital marketing and customer care that were started long before the
pandemic hit the entire world.

The key for the Group, moving forward, is to further strengthen our resilience and our
capability to rise above unforeseen challenges by embracing more innovations and cutting-
edge solutions, and to apply them to both our property developments and corporate culture.

This means that current and future projects will see the incorporation of more intelligent and
environment-friendly building designs that will enable our customers to live and do business
in absolute comfort and safety without sacrificing aesthetics and productivity.

These modern and intelligent building features are already standard in our developments, but
we shall endeavor to further maximize their use and potential applications so that our projects
will all be “future-ready”.

In terms of marketing and customer support, we continuously pursue innovations such as the
creation of virtual project site tours that will bring real-life images to our customers, rendered
in such vivid details that makes the visitors feel as if they are in actually in the units they plan
to purchase.

We have likewise adopted the use of video conferencing facilities and applications for our sales
personnel, both for training and reporting purposes. This eliminates the need for actual long-
distance travel especially as the Group pursues the development of more projects across the
archipelago.

Customers shall also have the option to talk with our sales and marketing personnel anytime,
anywhere to discuss project development updates, payment options. This greatly benefits our
overseas clients especially during times of restricted and limited travel.

Resilience and Risk Reduction Through Diversification

One of our long-standing business principles to guarantee resilience and risk reduction has been
the diversification of our project offerings.

22
From the luxury residential condominiums that have become our trademark since we started in
Binondo, we have expanded to logistics centers, office developments, co-living spaces, as well
as hotels and tourist facilities all over the country.

Many of these newer developments create more recurring rental flow for the Group, thus
insulating us further from fluctuations in the residential-commercial market.

Our success in this endeavor is reflected by the upward trend in Anchor Land’s rental income
through the past five years so that, in 2020, we broke through the Php1 billion mark in this
revenue category.

Our 2020 rental income received a huge boost from the opening of the Centrium, our first office
project which has been a LEED Pre-Certified Gold 12-story development consisting of two
towers to meet the growing demand for such spaces at the Entertainment City District.

Construction is also in full swing for our first public-private partnership or PPP endeavor, the
Central Link, which is a Php4 billion joint venture with the Parañaque City Government that
commenced in 2019.

The Central Link boasts of three purpose-specific buildings: A satellite office tower for the
host city government, a corporate office tower and a co-living tower. They are all designed to
create more jobs as well as to bring government services closer to the Bay City.

Outside of Metro Manila, our 202 Peaklane project in the heart of Davao City continues to rise.
This 28-story, two-tower development is a perfect vehicle for property investments because of
its strategic location and top-notch amenities.

Strong, Sustainable Growth

In terms of market share, we continue our niche developments that include reshaping and
revitalizing Manila’s Chinatown district – a prime example of how well-conceived
development concepts can help uplift and usher an entire community into the future.

Our Chinatown portfolio continues to grow by the day, thanks to our deep understanding and
intimate knowledge of the community where Anchor Land is already considered part of the
family.

This is evidenced by our ongoing projects in the district like Anchor Grandsuites, 8 Alonzo
Parksuites, and Juan Luna Logistics Center which have been warmly received just like our
previous offerings.

Another fertile field for bold and audacious development plans is the Manila Bay Area where
Anchor Land has helped create a pulsing, vibrant business and entertainment hub that has
become one of the most dynamic and fastest growing in the country.

Ongoing developments such as The Centrium at the Bay City within the jurisdiction of
Parañaque, together with Cosmo Suites and Kanlaon Tower in Pasay City, are designed to
boost and complement the booming BPO and KPO industries in this strategic commercial and
leisure center.

23
Along Roxas Boulevard, we have ongoing projects like the Admiral Grandsuites and the
Admiral Hotel Manila MGallery boutique hotel to further strengthen Anchor Land’s position
in the Bay Area.

A Steady Stream of Development

To ensure sustained growth and availability of inventory, Anchor Land has at least 12 new
projects planned for launching in the near future, including five that will be started in 2021.

These developments range from residential and office developments to logistics centers and
hotel and tourism establishments in accordance with the Group’s goal of continuous
diversification.

New Projects in 2021

In Chinatown, we intend to further expand our footprint by launching at least four new projects
in 2021, namely: One Financial Center, One Legacy Grandsuites, Cornell Parksuites and Rosan
Logistics.

Our fifth offering for 2021, Recto Logistics, will be located in the adjacent Sta. Cruz district
across the 168 Mall.

One Legacy Grandsuites and Cornell Parksuites will continue catering to the ever-growing
residential market in Binondo while One Financial Center will be our first office building in
the district to meet strong pent-up demand.

Rosan Logistics and Recto Logistics, for their part, will provide businessmen with increasing
storage and logistics facilities as e-commerce continues to grow exponentially in the
Philippines especially during the pandemic.

Projects in the Pipeline

Anchor Land’s planned projects in the near future include high-end residential tower The
Panorama Manila along Roxas Boulevard aimed at sustaining our momentum in the Bay Area.

Likewise, there are at least three more logistics centers in the pipeline, all in Chinatown:
Divisoria Logistics and two as yet unnamed projects that will be built in company-owned
properties along Yuchengo Street and Juan Luna Street.

Our hotel and resort developments in world-famous Boracay island and two others in Palawan
– in the island municipalities of San Vicente and Coron – likewise remain in the pipeline as we
await better opportunities and improved market conditions in the tourism sector.

We Are Here to Stay

While the year 2020 may have proven a challenging one, Anchor Land remains unfazed and
unshaken in our commitment to continue creating value for our customers and shareholders.

We shall remain at the forefront of innovation in the local real estate industry, and continue our
leadership in niche markets where we have built trust, confidence and the reputation for always
creating new trends that soon become industry-wide practices.
24
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Basis of Presentation of Financial Statements


Basis of Preparation
The consolidated financial statements of the Group have been prepared using the historical cost
basis. The consolidated financial statements are presented in Philippine Peso (P=), the Parent
Company’s functional currency and presentation currency under Philippine Financial
Reporting Standards (PFRS). All amounts are rounded to the nearest peso, except when
otherwise indicated.

The accompanying consolidated financial statements have been prepared under the going
concern assumption. While the government eases restrictions of business activities to revive
economic growth, the impact of COVID-19 may continue to evolve giving inherent
uncertainties on businesses.

Statement of Compliance
The accompanying consolidated financial statements of the Group have been prepared in
compliance with PFRS, which include the availment of the relief granted by the SEC under
Memorandum Circular Nos. 14-2018 and 3-2019, that deferred the implementation of the
following accounting pronouncements until December 31, 2020. These accounting
pronouncements address the issues of PFRS 15, Revenue from Contracts with Customers
affecting the real estate industry:

Deferral of the following provisions of the Philippine Interpretations Committee (PIC) Q&A
2018-12, PFRS 15 Implementation Issues Affecting the Real Estate Industry

a. Exclusion of land in the determination of percentage of completion (POC) discussed in PIC


Q&A No. 2018-12-E
b. Assessing if the transaction price includes significant financing component (as amended by
PIC Q&A No. 2020-04)

Deferral of the adoption of PIC Q&A No. 2018-14: PFRS 15 – Accounting for Cancellation of
Real Estate Sales

Deferral of the Implementation of IFRS Interpretations Committee ("IFRIC") Agenda Decision


on Over Time Transfer of Constructed Goods [Philippine Accounting Standards (PAS) 23-
Borrowing Cost] For Real Estate Industry
In December 2020, the SEC issued Memorandum Circular No. 34-2020, allowing the further
deferral of the adoption of provisions (a) and (b) above of PIC Q&A 2018-12 and the IFRIC
Agenda Discussion on Borrowing Cost, for another 3 years or until December 31, 2023.

The details and the impact of the adoption of the above financial reporting reliefs are discussed
in the PFRSs include PFRS, Philippine Accounting Standards and Interpretations issued by
PIC.

25
Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Company and
its subsidiaries. The financial statements of the subsidiaries are prepared for the same reporting
period as the Company using consistent accounting policies.

The subsidiaries are fully consolidated from the date of acquisition, being the date on which
the Group obtains control, and continues to be consolidated until the date that such control
ceases.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis of the Group’s financial condition and
results of operations should be read in conjunction with the Group’s audited financial
statements, including the related notes, contained in this report. This report contains forward-
looking statements that involve risks and uncertainties. The Group cautions investors that its
business and financial performance is subject to substantive risks and uncertainties.

Results of Operations Jan-Dec 31, 2020 vs. Jan-Dec 31, 2019

The Group generated a total of P


=351.39 million consolidated net income for the year ended
December 31, 2020. This is 57% lower than =
P814.27 million recognized in the prior year.

The decrease in the consolidated net income was mainly due to the decrease in real estate sales
of about =
P2,605.97 million or 55% due to low construction accomplishment and low sales
volume due to limited selling activities as a result of the quarantine measures implemented by
the Government with ongoing COVID 19 pandemic.

On the other hand, the Group’s revenue from rental continues to improve in 2020, contributing
31% to the total consolidated revenue or an amount of = P1,022.47 million compared to the = P
782.99 million recorded in 2019. The increased rental income of the Group was mainly from
the rentals earned from The Centrium.

The significant increase in rental income and the ongoing construction of The Centrium,
Cosmo Suites and Admiral Hotel are all in line with the Group’s continuing efforts to invest
and increase its recurring income projects to rebalance the mix of its revenue sources.

In general, the Group’s operation has been significantly affected by the disruptions caused by
the
COVID-19 pandemic. Nevertheless, the revenue increase from rental operations helped the
Group to remain profitable despite the pandemic’s negative effect to the Group’s consolidated
net income.

Financial Condition 2020 - 2019

The Group’s total assets amounting to =P35.63 billion and =


P33.52 billion as at December 31,
2020 and 2019, respectively, increased by 6% or =P2.11 billion. The increase was mainly due
to increases in real estate for development and sale by = P1,801.30 million, properties and
equipment and investment properties by =
P950.62 million and other assets (including noncurrent
portion) by =
P264.26 million.

26
The Group incurred construction and development cost of = P2,663.21 million under real estate
for development and sale. Moreover, reclassification of assets, particularly the land assets for
the Panorama, Recto Logistics, and Rosan Logistics which are previously recorded under
investment properties contributed to the significant increase in the real estate for development
and sale in 2020.

The construction and development cost incurred for The Centrium, Admiral Hotel, Central
Link and Cosmo Suites caused the increase in property and equipment and investment
properties. The construction of the Central Link, the Public-Private Partnership (PPP) project
with the local government of Paranaque City started in 2020. This resulted to an increase to
other noncurrent assets due to the advances paid to the contractors.

The Group’s total liabilities has grown by =


P1.85 billion partly from the loans availments in
2020, the increase in payables related to the Group’s ongoing projects and the customer’s
deposits and advances from the Group’s buyers that include collections of receivables not yet
recognized as revenue.

The movements in equity accounts follow:


• Retained earnings - increase was brought by the net income for the year ended
December 31, 2020 net of the cash dividends declared.
• Non-controlling interests – increased due to net income during the year attributable to
the
non-controlling interests.

Results of Operations Jan-Dec 31, 2019 vs. Jan-Dec 31, 2018

The Group generated a consolidated net income of P =814.27 million for the year ended
December 31, 2019, an increase of 16% from =
P700.63 million consolidated net income for the
same period in 2018.

The increase in the consolidated net income is mainly due to the growing rental operations.
The rental operations of the Group posted a stronger performance in 2019 as evidenced by an
increase of 29% in rental income compared to 2018. This is brought about by the significant
increase in rental income from The Centrium, Baylife Venue and Kanlaon Tower Project.

Real estate sales revenue, on the other hand, decreased by 12% because the Group has sold
most of its real estate inventories while 3 new projects that were planned to be launched in
2019 were pushed back to 2020.

The significant increase in rental income and the ongoing construction of The Centrium,
Cosmo Suites and Admiral Hotel are all in line with the Group’s continuing efforts to invest
and increase its recurring income projects while rebalancing the mix of its revenue sources.

27
Financial Condition 2019 - 2018

The Group’s total assets amounted to = P33.52 billion and =


P28.00 billion as at December 31,
2019 and 2018, respectively. The increase of 20% in total assets is mainly due to the increase
in cash and cash equivalents by =
P129.39 million and the increase in investment properties and
property and equipment by P =5.94 billion due to the continuing construction and development
of The Centrium, Cosmo Suites and Admiral Hotel and acquisitions of several properties in the
City of Manila and San Vicente, Palawan.

The increase of 23% in the Group’s total liabilities was mainly brought about by the bank loans
availed during the year to acquire several properties in the City of Manila and deposits received
from the prospective lessees and from the buyers of the Group’s new and ongoing projects
which includes new sales that are not yet recognized as revenue.

The movements in equity accounts follow:

• Retained earnings - increase brought by the net income for the year ended December
31, 2019 which was slightly offset by the dividends declared on April 3, 2019.
• Other comprehensive income – decrease resulted from the remeasurements in pension
liabilities.
• Non-controlling interests - decrease due to net loss attributable to the non-controlling
interests.

Results of Operations Jan-Dec 31, 2018 vs. Jan-Dec 31, 2017

The consolidated net income of the Group increased to =


P700.63 million, 13% higher compared
to the net income for year ended December 31, 2017.

The increase in the Group’s net income is mainly due to the steadily growing rental operations
of the Group as evidenced by the 65% increase in rental income thereby accounting for 9% of
the Group’s total revenue in 2018. Higher income from rental operations is due to the
continuous rise in the occupancy in recurring income projects which included the turned-over
commercial units in Solemare Parksuites, Monarch Parksuites, Oxford Parksuites, BayLife
Venue and the newly acquired Kanlaon Tower. Moreover, the Group continues to generate
recurring income from its warehousing facilities, namely One Soler and One Logistics Center,
and from its warehouse and commercial centers pertaining to One Shopping Center and Two
Shopping Center.

The Group has ongoing construction of recurring income projects. These are The Centrium
located in Aseana City, Paranaque which is expected to be completed in 2020 and Cosmo Suites
which will offer bed spacing facilities in Pasay. These developments are presented as
investment properties in the Group’s consolidated financial statements and the related rental
income is recognized when construction of these assets are completed and leased out to third
parties.

The significant increase in rental income and the ongoing construction of The Centrium and
Cosmo Suites are all in line with the Group’s continuing efforts to invest and increase its
recurring income projects while rebalancing the mix of its revenue sources.

28
Financial Condition 2018 - 2017

The Group’s total assets amounted to =P28.00 billion and = P25.83 billion as at December 31,
2018 and
December 31, 2017, respectively. The increase in total assets is mainly due to the increase in
investment properties by =
P2.15 billion which was driven by the continuing construction and
development of The Centrium and Cosmo Suites, the acquisition of Kanlaon Tower and the
completion of BayLife Venue and the commercial units in Monarch Parksuites and Oxford
Parksuites. The ongoing development of Admiral Hotel, which led to the increase in the
property and equipment, has likewise contributed to the increase in the Group’s total assets.

The increase of 9% or =P1.72 billion in the Group’s total liabilities is mainly due to the additional
availment of loans during 2018 in order to partly fund the Group’s continuing construction
activities and property acquisitions. Further, the advances, downpayments and deposits paid
by the Group’s buyers of condominium units and lessees of commercial units have likewise
contributed to the increase in the Group’s total liabilities as at December 31, 2018.

The movements in equity accounts follow:


• Retained earnings - increase brought by the net income for the period ended December
31, 2018 less cash dividend declaration and the effect of the initial adoption of new
accounting standards.
• Other comprehensive income - increase resulted from the remeasurement gain in
pension liabilities.
• Non-controlling interests - decrease due to current period net loss attributable to the
non-controlling interests.

Key performance indicators are listed below:

2020 2019 2018


Liquidity Ratio
(1) Current Ratio 1.27 : 1 1.27:1 1.79:1
(2) Debt to Equity Ratio 3.30 : 1 3.17:1 2.81:1
(3) Asset-to-Equity Ratio 4.30 : 1 4.17:1 3.81:1
(4) Income before Tax,
Interest, Depreciation and
Amortization P
=1,472.75 million P
=1,953.88 million P
=1,810.82 million
(5) Interest coverage ratio 1.18 1.75 2.12
(6) Return on Revenue 9% 13% 11%
(7) Return on Equity 4% 10% 10%
(8) Basic Earnings per P
=0.31 P
=0.77 P
=0.65
Share

29
(1) Current Assets / Current Liabilities
(2) Total Liabilities / Total Stockholders’ Equity
(3) Total Assets / Total Stockholders’ Equity
(4) Income before Tax , Interest, Depreciation and Amortization
(5) Income before Tax, Interest, Depreciation and Amortization / Interest Expense
(6) Net Income attributable to equity holders / Total Revenue
(7) Net Income attributable to equity holders / Total Stockholders’ Equity
(8) Net Income attributable to equity holders –Preferred Shares Dividends / Outstanding
Shares

These key indicators were chosen in order to provide management with a measure of the
Group’s financial strength (Current Ratio and Debt to Equity) and ability to maximize the value
of its stockholders’ investment in the Group (Basic Earnings per Share, Income before Interest,
Taxes, Depreciation and Amortization and Return on Equity).

The Group will continue to identify potential sites for development and pursue expansion
activities by establishing landmark developments in the high rise residential luxury
condominium and investment properties. The Group intends to implement this by putting up
the required resources needed for the development of its existing and future projects.

Review of December 31, 2020 as compared with December 31, 2019

Material Changes to the Balance Sheet as at December 31, 2020


Compared to December 31, 2019 (Increase/Decrease of 5% or more)

Cash and cash equivalents increased by P =186.20 million or 16% mainly due from cash
collections from the buyers and lesees and from the loans availed during the year.
Receivables (including noncurrent portion) dropped by 17% due to the lower real estate sales
recognized during the year and the reduction from continuing collections from the buyers.
Real estate for development and sale increased by 30% or = P1,801.30 million as a result of
reclassifications of assets from investment properties with a net amount of =
P1,385.95 million
and the incurred construction and other direct cost of =P2,663.21 million gross of =
P2,247.86
million recognized as cost of sales during the year.
Other assets (including noncurrent portion) increased by 9% or =
P264.26 million. It was mainly
brought by the advances paid to the contractor for the development of The Central Link, the
PPP project with the local government of Paranaque City.
The increase in property and equipment of = P622.95 million was mainly attributable to the
construction cost incurred for the development of Admiral Hotel and the right-of-use asset
recognized related to the renewal of lease contract for the head office.
The increase in deferred tax assets of 13% was mainly due to the increase in deferred taxes due
to the other comprehensive income recognized from pension during the year.
Accounts and other payables (including noncurrent portion) increased by 7% or = P241.16
million due to the increase in payable to contractors due to continuing development of the
Group’s real estate projects.
30
Income tax payable decreased by 61% compared to the balance as at December 31, 2019 due
to the lower taxable income recognized during the year.
Loans payable (including noncurrent portion) increased by 8% as a result of loan availments
during the year made to finance the Group’s ongoing real estate projects.
The increase in customers’ deposits of 10% was mainly brought by deposits paid by the buyers
for the Group’s new and existing projects. This also includes new sales not yet recognized as
revenue during the year.
Increase in lease liabilities (including noncurrent portion) increased by = P59.09 million mainly
due to the additional liability recognized related to the renewal of lease contract for the Group’s
head office.
Pension liability decreased by = P29.93 million due to the other comprehensive income
recongnized as a result to changes in financial assumptions in 2020.
Deferred tax liabilities decreased by =
P18.35 million mainly attributable to the recognition of
the difference between tax and book basis of accounting for real estate transactions.
Other comprehensive income increased by = P34.96 million as a result of gain recongnized in
other comprehensive income related to adjustments in pension liabilities.
The 4% increase in retained earnings represents consolidated net income net of cash dividend
declaration in 2020.

Material Changes to the Statements of Income for the Year Ended December 31, 2020
Compared to the Year Ended December 31, 2019 (Increase/Decrease of 5% or more)

Real estate sales revenue decreased by 55% mainly due to the lower construction
accomplishment and low sales volume during the year due the quarantine measures
implemented by the Government to fight the COVID-19 pandemic.

Management fees decreased by 7% mainly due to the expiration of property management


agreement of the Group with Mayfair Tower Condominium.

The significant increase in rental revenue of about =


P239.48 million or 31% was mainly brought
by the significant increase in rental income from The Centrium. The Group likewise continues
to generate rental income from other recurring income projects such as One Soler, One
Logistics Center, One Shopping Center, Two Shopping Center and from other commercial
facilities in the Group’s completed condominium projects.

Interest and other income increased by 10% or = P64.47 million mainly from the income
recognized arising from pre-termination of lease contracts.

The =P1,484.71 million or 40% decrease in cost of real estate was mainly due to lower real estate
sales revenue recognized.

Selling and administrative expenses decreased by 13% mainly due to the decrease in sales and
marketing expenses.

31
The increase in finance cost of 5% was mainly brought by the interest expense recognized
related to the amortization of lease liabilities.

Income before income tax and provision for income tax decreased by 56% and 55%,
respectively, as a collective result of the above-mentioned causes.

Review of December 31, 2019 as compared with December 31, 2018

Material Changes to the Balance Sheet as at December 31, 2019


Compared to December 31, 2018 (Increase/Decrease of 5% or more)

Cash and cash equivalents increased by 12% as the net result of proceeds from loan availments
and settlements, and collections from customers less disbursements for construction activities
and property acquisitions.

The 10% decrease in real estate for development and sale is mainly due to the construction
costs charged to cost of sales related to the units sold for the year and the transfer to investment
properties pertaining to the costs of completed commercial units in Princeview Parksuites
project.

Other assets (including noncurrent portion) increased by 17% mainly due to the higher
advances to contractors and suppliers related to the construction activities. Moreover, higher
input value added tax, creditable withholding tax and prepaid expenses also contributed to the
increase in other assets.

Property and equipment increased by 77% as a result of the continuing construction and
development of Admiral Hotel.

The 51% increase in investment properties is mainly due to the continuing construction and
development of The Centrium, Cosmo Suites and Kanlaon Tower and acquisitions of several
properties in the City of Manila (Binondo and Roxas Boulevard) and San Vicente, Palawan.
Due to the adoption of PFRS 16, recognition of right-of-use asset for the lease of land in Aseana
City, Paranaque, also contributed to the increase in investment properties byP =209.52 million.

The increase of 35% in deferred tax assets mainly resulted from the recognition of the
difference between tax and book basis of accounting for real estate transactions and revenue.

Accounts and other payables (including noncurrent portion) increased by 43% mainly
attributed to the increase in rental security deposits related to the Group’s new recurring income
project, The Centrium. Increase in accruals for commission and interests, other taxes payable,
and retention payable related to construction also contributed to the increase in accounts and
other payables.

Loans payable increased by 13% or =P2.03 billion due to the recent loan availments partly to
finance the Group’s ongoing construction and land acquisitions.

Customers’ advances and deposits increased by 83% due to the increase in advances and
deposits paid by buyers for the Group’s new and existing projects. This account also includes
the new sales not yet recognized as revenue during the period.

32
Lease liabilities (including noncurrent portion) increased by =
P259.93 million due to the result
of the adoption of PFRS 16 in 2019. The amount of increase is net of rental payments and
amortization of interest expense during the year.

The increase in income tax payable by 144% is due to higher taxable net income in 2019. This
also resulted to higher current income tax expense in 2019.

Pension liabilities increased by =


P38.36 million as a result of pension expense and interest costs
for the year ended December 31, 2019.

Other comprehensive income decreased by =


P13.97 million due to the remeasurement loss in
pension liability.

The decrease of 52% in deferred tax liabilities mainly resulted from the recognition of the
difference between tax and book basis of accounting for real estate transactions.

The 13% increase in retained earnings represents consolidated net income net of cash dividend
declaration in 2019.

Non-controlling interests decreased by =


P10.43 million due to current period net loss attributable
to the non-controlling interests.

Material Changes to the Statements of Income for the Year Ended December 31, 2019
Compared to the Year Ended December 31, 2018 (Increase/Decrease of 5% or more)

Real estate sales revenue decreased by 12% mainly due to the decrease in sales in terms of the
number of units since most of the inventories have already been sold for the old projects.

Rental income increased by 29% in 2019 mainly due to the increase in rental income from
commercial and office units to =
P445.02 million in 2019 compared to =P283.81 million in 2018.
Rental income from warehousing facilities and commercial centers contributed = P337.97
million in 2019 which slightly increased from =
P320.95 million in 2018.

Revenue from management fees increased by 12% or =


P3.43 million due to higher property
management services rendered during the year.

Interest and other income increased by 67% mainly due to higher amortization of discount on
installment contracts receivable from Copeton Baysuites, 202 Peaklane, 8 Alonzo Parksuites,
Anchor Grandsuites and Juan Luna Logistics Center.

Cost of real estate sales went down by 12% or =


P487.70 million due to the lower level of realized
sales of residential units during the year.

The increase in selling and administrative expenses of 10% is primarily brought by the increase
in depreciation and amortization of the Group’s completed recurring income projects and right-
of-use assets. The higher operating costs on the Group’s recurring income projects also
contributed to the increase in selling and administrative expenses.

Finance cost increased by 39% or = P14.30 million mainly due to the amortization of interest
expense on the Group’s lease liability in relation to the adoption of the new accounting standard
for leases in 2019.
33
Income before income tax and provision for income tax increased by 16%, respectively, as a
collective result of the above-mentioned transactions.

In general, the Group reported a net income of =


P814.27 million or an increase of 16% for the
year ended December 31, 2019 mainly due to the increase in net income generated from leasing
operations.

Review of December 31, 2018 as compared with December 31, 2017

Material Changes to the Balance Sheet as at December 31, 2018


Compared to December 31, 2017 (Increase/Decrease of 5% or more)

Cash and cash equivalents increased by 11% as the net result of proceeds from loan availments
and settlements, and collections from customers less disbursements for construction activities
and property acquisitions.

The 11% decrease in Real estate for development and sale is mainly due to the sold units during
the year and the transfer of the costs of the completed commercial units to investment
properties.

The 25% increase in Other assets is mainly due to the advance payments made for the future
acquisition of shares of a company and the increase in advances made to contractors and
suppliers.

Property and equipment increased by 31% as a result of the continuing construction and
development of Admiral Hotel.
Investment properties increased by 28% or = P2.15 billion mainly due to the acquisition of
Kanlaon Tower, the continuing construction and development of The Centrium and Cosmo
Suites, and the transfer from real estate for development and sale of the costs of the completed
commercial units of Monarch Parksuites and Oxford Parksuites, and completion of BayLife
Venue.

The increase of 187% or = P36.76 million in Deferred tax assets mainly resulted from the
recognition of the difference between tax and book basis of accounting for real estate
transactions and contracts revenue.

The decrease in income tax payable by 11% is due to the higher amount of creditable
withholding taxes claimed against income tax expense in 2018.

The 12% increase in Loans payable is the net result of loan availments and settlement of loans.
These loans were obtained to partly finance the Group’s construction of ongoing projects and
property acquisitions.

Pension liabilities increased by 11% or P


=6.62 million as a result of pension expense and interest
costs for the year ended December 31, 2018.

Other comprehensive income increased by 67% or =


P6.69 million due to the remeasurement
gain in pension liability.

34
The 9% increase in Retained earnings represents 2018 net income net of cash dividend
declaration in 2018 and the effect of the initial adoption of new accounting standards.

Non-controlling interests decreased by 115% or =


P4.47 million due to current period net loss
attributable to the non-controlling interests.

Material Changes to the Statements of Income for the Year Ended December 31, 2018
Compared to the Year Ended December 31, 2017 (Increase/Decrease of 5% or more)

Rental income increased by 65% mainly due to the increased occupancy in recurring income
projects which included the turned-over commercial units in Solemare Parksuites, Monarch
Parksuites, Oxford Parksuites and Baylife Venue, and the residential and commercial units in
Kanlaon Tower. The Group likewise continues to generate rental income from other recurring
income projects such as One Soler, One Logistics Center, One Shopping Center, Two Shopping
Center and from other commercial units in the Group’s completed condominium projects.

Revenue from management fees decreased by 10% or =


P3.30 million due to fewer property
management services rendered during the year.

Interest and other income increased by 71% mainly due to higher amortization of discount on
installment contracts receivable.

The 8% increase in cost of real estate is mainly due to the increase in costs to complete the
Group’s condominium projects.

Finance cost increased by 19% or =


P5.93 million on account of interest arising from loan
availments during the year.

Income before income tax and provision for income tax increased by 12% and 10%,
respectively, as a collective result of the above-mentioned transactions.

In general, the Group reported a net income of =


P700.63 million or an increase of 13% for the
year ended December 31, 2018 mainly due to the increase in net income generated from leasing
operations.

Changes in Accounting Policies and Disclosures


The accounting policies adopted in the preparation of the Group’s financial statements are
consistent with those of the previous financial years except for the following new and amended
PFRSs which were adopted beginning January 1, 2020. The adoption of these pronouncements
did not have any significant impact to the Group’s consolidated financial position and
performance unless otherwise indicated.

• Amendments to PFRS 3, Definition of a Business


The amendments to PFRS 3 clarify the minimum requirements to be a business, remove
the assessment of a market participant’s ability to replace missing elements, and narrow the
definition of outputs. The amendments also add guidance to assess whether an acquired
process is substantive and add illustrative examples. An optional fair value concentration
test is introduced which permits a simplified assessment of whether an acquired set of
activities and assets is not a business.

35
These amendments will apply on future business combinations of the Group.

• Amendments to PFRS 7, Financial Instruments: Disclosures and PFRS 9, Financial


Instruments Interest Rate Benchmark Reform
The amendments to PFRS 9 provide a number of reliefs, which apply to all hedging
relationships that are directly affected by the interest rate benchmark reform. A hedging
relationship is affected if the reform gives rise to uncertainties about the timing and or
amount of benchmark-based cash flows of the hedged item or the hedging instrument.

These amendments had no significant impact to the Group’s consolidated financial


statements.

• Amendments to PAS 1, Presentation of Financial Statements, and PAS 8, Accounting


Policies, Changes in Accounting Estimates and Errors, Definition of Material
The amendments provide a new definition of material that states “information is material
if omitting, misstating or obscuring it could reasonably be expected to influence decisions
that the primary users of general purpose financial statements make on the basis of those
financial statements, which provide financial information about a specific reporting entity.”

The amendments clarify that materiality will depend on the nature or magnitude of
information, either individually or in combination with other information, in the context of
the financial statements. A misstatement of information is material if it could reasonably
be expected to influence decisions made by the primary users.

• Conceptual Framework for Financial Reporting issued on March 29, 2018


The Conceptual Framework is not a standard, and none of the concepts contained therein
override the concepts or requirements in any standard. The purpose of the Conceptual
Framework is to assist the standard-setters in developing standards, to help preparers
develop consistent accounting policies where there is no applicable standard in place and
to assist all parties to understand and interpret the standards.

The revised Conceptual Framework includes new concepts, provides updated definitions
and recognition criteria for assets and liabilities and clarifies some important concepts.

• Amendments to PFRS 16, COVID-19-related Rent Concessions


The amendments to PFRS 16 provide practical relief to the lessees in accounting for rent
concessions arising as a direct consequence of the COVID-19 pandemic. A lessee may
elect not to assess whether a rent concession is a lease modification if all of the following
conditions are met:
§ The change in lease payments results in a revised lease consideration that is
substantially the same as, or less than, the lease consideration immediately
preceding the change;
§ Any reduction in lease payments affects only payments originally due on or before
June 30, 2021; and
§ There is no substantive change to other terms and conditions of the lease.

A lessee that applies this practical expedient will account for any change in lease payments
resulting from the COVID-19 related rent concession in the same way it would account for
a change that is not a lease modification, i.e., as a variable lease payment.
36
The amendments are effective for annual reporting periods beginning on or after June 1,
2020.

The amendments did not have a significant impact to the Group as there are no rent
concessions granted to the group as a lessee.

• Adoption of PIC Q&A 2020-03, Q&A No. 2018-12-D: STEP 3 - On the Accounting of the
Difference When the Percentage of Completion is Ahead of the Buyer’s Payment.
PIC Q&A 2020-03 was issued by the PIC on September 30, 2020 aims to provide an
additional option to the preparers of financial statements to present as receivables, the
difference between the POC and the buyer’s payment, with the POC being ahead. This PIC
Q&A is consistent with the PIC guidance issued to the real estate industry in September
2019.

Standards and Interpretation Issued but Not yet Effective


Pronouncements issued but not yet effective are listed below. Unless otherwise indicated, the
Group does not expect the future adoption of these pronouncements to have a significant impact
on its consolidated financial statements. The Group intends to adopt the following
pronouncements when they become effective.

Effective beginning on or after January 1, 2021

• Amendments to PFRS 9, PFRS 7, PFRS 4 and PFRS 16, Interest Rate Benchmark Reform
– Phase 2
The amendments provide the following temporary reliefs which address the financial
reporting effects when an interbank offered rate (IBOR) is replaced with an alternative
nearly risk-free interest rate (RFR):
§ Practical expedient for changes in the basis for determining the contractual cash
flows as a result of IBOR reform
§ Relief from discontinuing hedging relationships
§ Relief from the separately identifiable requirement when an RFR instrument is
designated as a hedge of a risk component
The Group shall also disclose information about:
§ The about the nature and extent of risks to which the entity is exposed arising
from financial instruments subject to IBOR reform, and how the entity manages
those risks; and
§ Their progress in completing the transition to alternative benchmark rates, and
how the entity is managing that transition
The amendments are effective for annual reporting periods beginning on or after January
1, 2021 and apply retrospectively, however, the Group is not required to restate prior
periods.

37
Effective beginning on or after January 1, 2022

• Amendments to PFRS 3, Reference to the Conceptual Framework


The amendments are intended to replace a reference to the Framework for the Preparation
and Presentation of Financial Statements, issued in 1989, with a reference to the Conceptual
Framework for Financial Reporting issued in March 2018 without significantly changing
its requirements. The amendments added an exception to the recognition principle of PFRS
3, Business Combinations to avoid the issue of potential ‘day 2’gains or losses arising for
liabilities and contingent liabilities that would be within the scope of PAS 37, Provisions,
Contingent Liabilities and Contingent Assets or Philippine-IFRIC 21, Levies, if incurred
separately.
At the same time, the amendments add a new paragraph to PFRS 3 to clarify that contingent
assets do not qualify for recognition at the acquisition date.

The amendments are effective for annual reporting periods beginning on or after January
1, 2022 and apply prospectively.

• Amendments to PAS 16 , Plant and Equipment: Proceeds before Intended Use

The amendments prohibit entities deducting from the cost of an item of property, plant and
equipment, any proceeds from selling items produced while bringing that asset to the
location and condition necessary for it to be capable of operating in the manner intended
by management. Instead, an entity recognizes the proceeds from selling such items, and the
costs of producing those items, in profit or loss.

The amendment is effective for annual reporting periods beginning on or after January 1,
2022 and must be applied retrospectively to items of property, plant and equipment made
available for use on or after the beginning of the earliest period presented when the entity
first applies the amendment.

• Amendments to PAS 37, Onerous Contracts – Costs of Fulfilling a Contract


The amendments specify which costs an entity needs to include when assessing whether a
contract is onerous or loss-making. The amendments apply a “directly related cost
approach”. The costs that relate directly to a contract to provide goods or services include
both incremental costs and an allocation of costs directly related to contract activities.
General and administrative costs do not relate directly to a contract and are excluded unless
they are explicitly chargeable to the counterparty under the contract.

The amendments are effective for annual reporting periods beginning on or after January
1, 2022. The Group will apply these amendments to contracts for which it has not yet
fulfilled all its obligations at the beginning of the annual reporting period in which it first
applies the amendments.

38
• Annual Improvements to PFRSs 2018-2020 Cycle

o Amendments to PFRS 1, First-time Adoption of Philippines Financial Reporting


Standards, Subsidiary as a first-time adopter
o
The amendment permits a subsidiary that elects to apply paragraph D16(a) of PFRS 1
to measure cumulative translation differences using the amounts reported by the parent,
based on the parent’s date of transition to PFRS. This amendment is also applied to an
associate or joint venture that elects to apply paragraph D16(a) of PFRS 1.

The amendment is effective for annual reporting periods beginning on or after


January 1, 2022 with earlier adoption permitted.

o Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for
derecognition of financial liabilities

The amendment clarifies the fees that an entity includes when assessing whether the
terms of a new or modified financial liability are substantially different from the terms
of the original financial liability. These fees include only those paid or received between
the borrower and the lender, including fees paid or received by either the borrower or
lender on the other’s behalf. An entity applies the amendment to financial liabilities that
are modified or exchanged on or after the beginning of the annual reporting period in
which the entity first applies the amendment.

The amendment is effective for annual reporting periods beginning on or after January
1, 2022 with earlier adoption permitted. The Group will apply the amendments to
financial liabilities that are modified or exchanged on or after the beginning of the
annual reporting period in which the entity first applies the amendment.

o Amendments to PAS 41, Agriculture, Taxation in fair value measurements

The amendment removes the requirement in paragraph 22 of PAS 41 that entities


exclude cash flows for taxation when measuring the fair value of assets within the scope
of
PAS 41.

An entity applies the amendment prospectively to fair value measurements on or after


the beginning of the first annual reporting period beginning on or after January 1, 2022
with earlier adoption permitted. The amendments are not expected to have a material
impact on the Group.

39
Effective beginning on or after January 1, 2023

• Amendments to PAS 1, Classification of Liabilities as Current or Non-current


The amendments clarify paragraphs 69 to 76 of PAS 1, Presentation of Financial
Statements, to specify the requirements for classifying liabilities as current or non-current.
The amendments clarify:
o What is meant by a right to defer settlement
o That a right to defer must exist at the end of the reporting period
o That classification is unaffected by the likelihood that an entity will exercise its
deferral right
o That only if an embedded derivative in a convertible liability is itself an equity
instrument would the terms of a liability not impact its classification

The amendments are effective for annual reporting periods beginning on or after January
1, 2023 and must be applied retrospectively. The standard will affect the future
classification of liabilities as current or noncurrent when there are future deferral of
settlement of the Group’s financial liabilities.

PFRS 17, Insurance Contracts
PFRS 17 is a comprehensive new accounting standard for insurance contracts covering
recognition and measurement, presentation and disclosure. Once effective, PFRS 17 will
replace PFRS 4, Insurance Contracts. This new standard on insurance contracts applies to
all types of insurance contracts (i.e., life, non-life, direct insurance and re-insurance),
regardless of the type of entities that issue them, as well as to certain guarantees and
financial instruments with discretionary participation features. A few scope exceptions will
apply.
The overall objective of PFRS 17 is to provide an accounting model for insurance contracts
that is more useful and consistent for insurers. In contrast to the requirements in PFRS 4,
which are largely based on grandfathering previous local accounting policies, PFRS 17
provides a comprehensive model for insurance contracts, covering all relevant accounting
aspects. The core of PFRS 17 is the general model, supplemented by:
§ A specific adaptation for contracts with direct participation features (the variable fee
approach)
§ A simplified approach (the premium allocation approach) mainly for short-duration
contracts
PFRS 17 is effective for reporting periods beginning on or after January 1, 2023, with
comparative figures required. Early application is permitted.

The Group is not engaged in the business of insurance; hence, this standard is not applicable
to the Group.

Deferred Effectivity

• Amendments to PFRS 10, Consolidated Financial Statements, and PAS 28, Sale or
Contribution of Assets between an Investor and its Associate or Joint Venture
The amendments address the conflict between PFRS 10 and PAS 28 in dealing with the
loss of control of a subsidiary that is sold or contributed to an associate or joint venture.
The amendments clarify that a full gain or loss is recognized when a transfer to an
40
associate or joint venture involves a business as defined in PFRS 3. Any gain or loss
resulting from the sale or contribution of assets that does not constitute a business,
however, is recognized only to the extent of unrelated investors’ interests in the
associate or joint venture.

On January 13, 2016, the Financial Reporting Standards Council deferred the original
effective date of January 1, 2016 of the said amendments until the International
Accounting Standards Board (IASB) completes its broader review of the research
project on equity accounting that may result in the simplification of accounting for such
transactions and of other aspects of accounting for associates and joint ventures.

The Group does not expect these amendments to have significant impact to the
consolidated financial statements because it does not currently have interests in
associates and joint ventures.

• Deferral of Certain Provisions of PIC Q&A 2018-12, PFRS 15 Implementation Issues


Affecting the Real Estate Industry (as amended by PIC Q&As 2020-02 and 2020-04)

On February 14, 2018, the PIC issued PIC Q&A 2018-12 which provides guidance on
some PFRS 15 implementation issues affecting the real estate industry. On October 25,
2018 and February 08, 2019, the Philippine Securities and Exchange Commission
(SEC) issued SEC MC No. 14-2018 and SEC MC No. 3-2019, respectively, providing
relief to the real estate industry by deferring the application of certain provisions of
this PIC Q&A for a period of three years until December 31, 2020. On December 15,
2020, the Philippine SEC issued SEC MC No. 34-2020 which further extended the
deferral of certain provisions of this PIC Q&A until December 31, 2023.

A summary of the PIC Q&A provisions covered by the SEC deferral and the related
deferral period follows:

Deferral Period
a. Assessing if the transaction price includes a Until December 31, 2023
significant financing component as discussed in
PIC Q&A 2018-12-D (amended by PIC Q&A
2020-04)

b. Treatment of land in the determination of the Until December 31, 2023


POC discussed in PIC Q&A 2018-12-E

The SEC Memorandum Circulars also provided the mandatory disclosure requirements
should an entity decide to avail of any relief. Disclosures should include:

a. The accounting policies applied.


b. Discussion of the deferral of the subject implementation issues in the PIC Q&A.
c. Qualitative discussion of the impact on the financial statements had the concerned
application guidelines in the PIC Q&A been adopted.
d. Should any of the deferral options result into a change in accounting policy (e.g.,
when an entity excludes land and/or uninstalled materials in the POC calculation
under the previous standard but opted to include such components under the relief
provided by the circular), such accounting change will have to be accounted for
41
under PAS 8, i.e., retrospectively, together with the corresponding required
quantitative disclosures.

In November 2020, the PIC issued the following Q&As which provide additional
guidance on the real estate industry issues covered by the above SEC deferrals:
• PIC Q&A 2020-04, which provides additional guidance on determining whether
the transaction price includes a significant financing component

The Group availed of the SEC reliefs to defer the above specific provisions of PIC Q&A
No. 2018-12. Had these provisions been adopted, the Group assessed that the impact
would have been as follows:

• The mismatch between the POC of the real estate projects and right to an amount of
consideration based on the schedule of payments explicit in the contract to sell would
constitute a significant financing component. In case of the presence of significant
financing component, the guidance should have been applied retrospectively and
would have resulted to restatement of prior year financial statements. Adoption of
this guidance would have impacted interest income, interest expense, revenue from
real estate sales, instalment contracts receivable, provision for deferred income tax,
deferred tax asset or liability for all years presented, and the opening balance of
retained earnings. Currently, any significant financing component arising from the
mismatch discussed above is not considered for revenue recognition purposes.

• The exclusion of land in the determination of POC would reduce the percentage of
completion of real estate projects resulting in a decrease in beginning retained
earnings as well as a decrease in the revenue from real estate sales in 2020.

The above would have impacted the cash flows from operations and cash flows from
financing activities for all years presented.

As prescribed by SEC MC No. 34-2020, for financial reporting periods beginning on or


after January 1, 2021, the availment of the above deferral will impact the Group’s financial
reporting during the period of deferral as follows:

a. The financial statements are not considered to be in accordance with PFRS and should
specify in the “Basis of Preparation of the Financial Statements” section of the
financial statements that the accounting framework is:

PFRS, as modified by the application of the following financial reporting reliefs issued
and approved by the Securities and Exchange Commission in response to the COVID-
19 pandemic:
1. Treatment of land in the determination of the percentage-of-completion; and
2. Assessing if the transaction price includes a significant financing component (as
amended by PIC Q&A 2020-04)

42
b. The Auditor’s report will:
i. reflect in the Opinion paragraph that the financial statements are prepared in
accordance with the compliance framework described in the notes to the financial
statements; and
ii. include an Emphasis of Matter paragraph to draw attention to the basis of
accounting that has been used in the preparation of the financial statements.

Upon full adoption of the above deferred guidance, the accounting policies will have to be
applied using full retrospective approach following the guidance under PAS 8, Accounting
Policies, Changes in Accounting Estimates and Errors.

• Deferral of PIC Q&A 2018-14, Accounting for Cancellation of Real Estate Sales (as
amended by PIC Q&A 2020-05)

On June 27, 2018, PIC Q&A 2018-14 was issued providing guidance on accounting for
cancellation of real estate sales. Under SEC MC No. 3-2019, the adoption of PIC Q&A No.
2018-14 was deferred until December 31, 2020. After the deferral period, real estate
companies will adopt PIC Q&A No. 2018-14 and any subsequent amendments thereto
retrospectively or as the SEC will later prescribe.

On November 11, 2020, PIC Q&A 2020-05 was issued which supersedes PIC Q&A 2018-
14. This PIC Q&A adds a new approach where the cancellation is accounted for as a
modification of the contract (i.e., from non-cancellable to being cancellable). Under this
approach, revenues and related costs previously recognized shall be reversed in the period of
cancellation and the inventory shall be reinstated at cost. PIC Q&A 2020-05 will have to be
applied prospectively from approval date of the Financial Reporting Standards Council which
was November 11, 2020.

The Group availed of the SEC relief to defer the adoption of this PIC Q&A until December
31, 2020. Currently, the Group records the repossessed inventory at cost. The Group opted
to implement approach 3 in its accounting for sales cancellation.

• IFRIC Agenda Decision on Over Time Transfer of Constructed Goods (PAS 23,
Borrowing Cost)

In March 2019, IFRIC published an Agenda Decision on whether borrowing costs can be
capitalized on real estate inventories that are under construction and for which the related
revenue is/will be recognized over time under paragraph 35(c) of IFRS 15 (PFRS
15). IFRIC concluded that borrowing costs cannot be capitalized for such real estate
inventories as they do not meet the definition of a qualifying asset under Philippine
Accounting Standards (PAS) 23, Borrowing Costs, considering that these inventories are
ready for their intended sale in their current condition.

The IFRIC Agenda Decision would change the Group’s current practice of capitalizing
borrowing costs on real estate projects with pre-selling activities.

On February 11, 2020, the Philippine SEC issued Memorandum Circular No. 4-2020,
providing relief to the Real Estate Industry by deferring the mandatory implementation of
the above IFRIC Agenda Decision until December 31, 2020. Further, on December 15,

43
2020, the Philippine SEC issued SEC MC No. 34-2020, which extends the relief on the
application of the IFRIC Agenda Decision provided to the Real Estate Industry until
December 31, 2023. Effective January 1, 2024, the Real Estate Industry will adopt the
IFRIC agenda decision and any subsequent amendments thereto retrospectively or as the
SEC will later prescribe. A real estate company may opt not to avail of the deferral and
instead comply in full with the requirements of the IFRIC Agenda Decision.

The Group opted to avail of the relief as provided by the SEC. Had the Group adopted the
IFRIC agenda decision, borrowing costs capitalized to real estate inventories related to
projects with pre-selling activities should have been expensed out in the period incurred. This
adjustment should have been applied retrospectively and would have resulted in restatement
of prior year financial statements. Adoption of the IFRIC agenda decision would have
impacted interest expense, cost of sales, provision for deferred income tax, real estate
inventories, deferred tax liability and the opening balance of retained earnings. The above
would have impacted the cash flows from operations and cash flows from financing
activities for all years presented.

INFORMATION ON INDEPENDENT ACCOUNTANT

External Audit Fees and Services

The aggregate fees for each of the last three (3) years for professional services rendered by the
Company’s external auditors are as follows:

2020 2019 2018


Audit Fees =
P3,297,000 =
P3,154,000 =
P2,970,000
Tax fees – – –
Other Fees – – –
Total =
P3,297,000 =
P3,154,000 =
P2,970,000

(a) Audit and audit related fees for the Group was for expressing an opinion on the financial
statements and the annual income tax return.
(b) There are no other assurance and related services by the external auditor that are
reasonably related to the performance of the audit or review of the registrant’s financial
statements.
(c) There were no tax fees paid for the years 2020, 2019 and 2018.
(d) There were no other fees paid to the external auditors for the years 2020, 2019 and
2018.
(e) Audit committee’s approval policies and procedures for the above services – the
committee will evaluate the proposals from known external audit firms. The review
will focus on quality of service, commitment to deadline and fees as a whole, and no
one factor should necessarily be determinable.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

There were no changes in and disagreements with accountants on accounting and financial
disclosure.

44
RISKS

The Group is subject to competition in each of its principal businesses. This competition comes
in terms of attracting buyers for its condominium and tenants for its commercial spaces. The
Group manages this risk by identifying the underserved and/or hard to penetrate market,
recognizing their needs and wants prior to project inception, prompt project delivery and
maintaining highest turnover standards. With this, the Group is confident that it will surpass
the competition.

BRIEF DESCRIPTION OF THE GENERAL NATURE AND SCOPE OF THE


BUSINESS OF THE REGISTRANT AND ITS SUBSIDIARIES

Anchor Land Holdings, Inc. (the Parent Company) was incorporated in the Philippines and
registered with the Philippine Securities and Exchange Commission (SEC) on July 29, 2004
with corporate life of 50 years. The Parent Company started its operations on
November 25, 2005 and eventually traded its shares to the public in August 2007. The
registered office address of the Parent Company is at 11th Floor, L.V. Locsin Building, 6752
Ayala Avenue corner Makati Avenue, Makati City.

Below are the Parent Company’s subsidiaries with its respective percentage ownership in 2020
and 2019:

Property Development
Gotamco Realty Investment Corporation (GRIC) 100%
Anchor Properties Corporation (APC ) 100%
Posh Properties Development Corporation (PPDC) 100%
Admiral Realty Company, Inc. (ARCI) 100%
Anchor Land Global Corporation 100%
Realty & Development Corporation of San Buenaventura 100%
Pasay Metro Center, Inc. 100%
1080 Soler Corp. 100%
Nusantara Holdings, Inc. 100%
Globeway Property Ventures, Inc. (GPVI) 70%
Basiclink Equity Investment Corp. 100%
Irenealmeda Realty, Inc. 100%
Frontier Harbor Property Development, Inc. 100%
TeamEx Properties Development Corporation (TPDC) 100%
WeWork Realty Development Corporation (WRDC) 100%
All Farm Genetic Venture Corp. (AFGVC) 70%
Fersan Realty Corporation (FRC) 100%
Hotels and Resorts
Anchor Land Hotels & Resorts, Inc. (ALHRI) 100%
Property Management
Momentum Properties Management Corporation (MPMC) 100%
Aluminum and Glass Doors and Windows Fabrication and Installation
Eisenglas Aluminum and Glass, Inc. (EAGI) 60%

All of the Parent Company’s subsidiaries were incorporated and domiciled in the
Philippines.

45
The Parent Company and its subsidiaries (collectively called “the Group”) have principal
business interest in the development and sale of high-end residential condominium units
and in the development and leasing of commercial, warehouse and office spaces. MPMC
provides property management services to the Group’s completed projects, commercial
centers and buyers. ALHRI was incorporated in June 2017 to engage in the Group’s hotel
and resort operations. TPDC and WRDC were incorporated in September 2018 and
November 2018, respectively, to engage in the Group’s property development operations.
AFGVC was incorporated in November 2018 to engage in the Group’s development and
operate agricultural lands and farms.

On January 7, 2019, the Group through APC acquired 100% of the voting shares of FRC,
a company registered in the Philippines whose principal activity is to engage in property
development

As of December 31, 2020, FRC, TPDC, WRDC, AFGVC and ALHRI have not yet started
commercial operations.

In 2020, EAGI has stopped its operations. EAGI is previously engaged in the fabrication
and installation of aluminum and glass doors and windows.

There are non-controlling interests of 30% in AFGVC, 30% in GPVI and 40% in EAGI in
2020 and 2019.

COMPANY’S DIRECTORS AND EXECUTIVE OFFICERS

Please refer to Item 5 of the Information Statement for the discussion on the identity of each of
the registrant’s directors and executive officers including their principal occupation or
employment, name and principal business of any organization by which such persons are
employed.

46
MARKET FOR ISSUER’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

(1) Market Information

(a) The principal market of the Company’s shares of stock is the Philippine Stock
Exchange. The closing prices (in Philippine Peso) of the Company’s share for each
quarter for the last two fiscal years were as follows:

High Low Closing Price


Year Quarter (in Php) (in Php) (in Php)
2020 First 9.69 8.00 9.00
Second 9.10 6.41 8.69
Third 8.89 7.04 8.28
Fourth 8.80 7.52 8.15

2019 First 11.78 10.20 10.22


Second 11.88 10.02 11.00
Third 11.54 9.71 10.02
Fourth 10.40 8.81 8.95

2018 First 19.48 12.20 16.00


Second 15.92 13.18 14.48
Third 14.98 10.84 11.04

(b) The closing prices (in Philippine Peso) of the Company’s stocks as of the latest
practicable trading dates were as follows:

High Low Closing Price


Year Month (in Php) (in Php) (in Php)
2021 January 8.75 7.50 7.50
February 8.39 7.39 7.46
March 8.50 7.30 8.49

47
(c) For the first Quarter of 2021, the high and low sales prices (in Philippine Peso) of
the Company’s stocks are as follows:

Year Date High Low


2020 (First January 2021 8.75 7.50
Quarter) February 2021 8.39 7.39
March 2021 8.50 7.30

(d) The price information as of March 30, 2021, the latest practicable trading date is as
follows:

Date Open High Low Close


March 31, 8.50 8.50 7.30 8.49
2021

(2) Holders

The top twenty (20) stockholders as provided by the transfer agent of the Company as of
March 31, 2021 were as follows:

Stockholders Number of shares


1. PCD Nominee Corporation (Filipino) 400,327,304
2. Sybase Equity Investments Corporation 202,609,200
3. Yi Chiang Li 156,000,000
4. Cindy Mei Ngar Sze 155,999,298
5. PCD Nominee Corporation (Non-Filipino) 78,814,490
6. Rena Obo Alvarez 30,000,000
7. Philip O. Bernardo 6,840,000
8. Rena Obo Alvarez 5,550,000
9. Carlos Sotingco 2,114,400
10. Harley Tan Sy 1,650,000
11. Alexis Valine B. Uy 15,000
12. Anjelica B. Uy 15,000
13. Jan Reiner B. Uy 15,000
14. Maria Charito B. Uy 15,000
15. Haidee Generoso and/or Sandy Edward Generoso 11,400
16. Ma. Christmas R. Nolasco 10,200
17. Robert Chua 6,000
18. Edwin Lee 3,000
19. Avelino M. Guzman, Jr. 1,000
20. Violeta Josef 1,000
21. Ma. Victoria Villaluz 1,000
TOTAL 1,040,000,842

48
(3) Dividends

Cash Dividends

On April 7, 2021, Parent Company’s BOD declared cash dividends as follows:

1. For preferred shares - 8% dividends per issued and outstanding preferred share; and
2. For common shares - = P0.02 per issued and outstanding common share.

The record date is May 27, 2021 and dividends amounting to =


P48.53 million were payable on
June 17, 2021.

On June 18, 2020, the Company’s BOD declared cash dividends as follows:
1. For preferred shares - 8% dividends per issued and outstanding preferred share; and
2. For common shares - = P0.09 per issued and outstanding common share.

The record date is set on August 20, 2020 and the dividends will be paid on
September 10, 2020.

On April 3, 2019, the Company’s BOD declared cash dividends as follows:


3. For preferred shares - 8% dividends per issued and outstanding preferred share; and
4. For common shares - = P0.08 per issued and outstanding common share.

The record date is set on June 5, 2019 and the dividends will be paid on June 20, 2019.

(4) Recent Sales of Unregistered Securities

As at reporting date, no sales of unregistered securities or shares of the Company were sold
except during the date of listing with the Philippine Stock Exchange.

CORPORATE GOVERNANCE

The Corporation has promulgated a Manual on Corporate Governance that took effect on
March 31, 2007. The Manual continues to guide the activities of the Corporation and
compliance therewith has been consistently observed.

The Corporation is committed to high standards of corporate governance in discharging its


obligations to act in the interests of the public and to enhance shareholders’ value. It has
complied throughout the period under review with the applicable principles and provisions set
out in its Manual on Corporate Governance.

There has been no deviation from the Company’s Manual on Corporate Governance.

The Company believes that its manual on Corporate Governance is in line with the leading
practices and principles on good governance, and such, is in full compliance.

The Company will improve its Manual on Corporate Governance when appropriate and
warranted, in the Board of Directors’ best judgment. In addition, it will improve when the
regulatory agency such as the SEC requires the inclusion of a specific provision.

49
The Board of Directors

There is an effective and appropriately constituted Board of Directors who received relevant
information required to properly accomplish their duties. The Board of Directors is comprised
of three executive directors, five non-executive directors and three independent directors that
reflect a blend of different ages, financial and commercial experiences.

Executive Non-Executive Independent


Directors Directors Directors Director
Charles Stewart Lee ü
Avelino Guzman ü
Steve Li ü
Digna Elizabeth L. Ventura ü
Neil Y. Chua ü
Lorna Pangilinan ü
Edwin Lee ü
Christine P. Base ü
Violeta Josef ü
Ma. Victoria Villaluz ü
Clinton Steven Lee ü

All independent directors are independent of management and free from any business or other
relationship with ALHI which could materially interfere with the exercise of their independent
judgment.

The Nomination Committee is mandated to ensure that there is a formal and transparent
procedure for the appointment of new Directors of the Board. Where appropriate, every director
receives training, taking into account his individual qualifications and experience. Training is
also available on an ongoing basis to meet individual needs.

The term of office of all directors, including independent directors and officers shall be
one (1) year and until the successors are duly elected and qualified.

Board Process

Members of the Board meet when necessary throughout the year to adopt and review its key
strategic and operational matters; approve and review major investments and funding decision;
adopt and monitor appropriate internal control; and ensure that the principal risks of the
Company are identified and properly managed.

The Board works on an agreed agenda as it reviews the key activities of the business.

The Corporate Secretary is responsible to the Board of Directors and is available to individual
Directors in respect of Board of Directors procedures. Atty. Christine P. Base holds the post.

Committees

The Board has established a number of committees with specific mandates to deal with certain
aspects of its business. All of the Committees have defined terms of reference.

50
• Executive Committee

The Executive Committee oversees the formulation of policies governing the daily
operations of the Company. The Committee directs the business of the Company as may
be lawfully delegated to it.

• Audit, Risk Oversight, and Related Party Transactions Committee

The Audit Committee functions under the terms of reference approved by the Board. It
meets at least once every quarter or more frequently as circumstances require and its roles
include the review of the financial and internal reporting process, the system of internal
control and management of risks and the external and internal audit process. The Audit
Committee reviews the scope and results of the audit with external auditors and obtains
external legal or other independent professional advice where necessary.

Other functions of the Audit Committee include the recommendation of the appointment
or re-appointment of external auditors and the review of audit fees.

The Audit Committee also functions as the Risk Oversight and Related Party Transactions
Committee.

• Nomination Committee

The Committee assesses and recommends to the Board of Directors the candidates for
appointment to executive and non-executive directors’ positions. The Committee also
makes recommendations to the Board of Directors on its composition. The Committee
meets as required.

51
• Compensation and Remuneration Committee

The Compensation and Remuneration Committee is responsible for determining the


Company’s policy on executive remuneration and in specifying the remuneration and
compensation packages on the employment or early termination from office of each of the
executive directors of the Company. All decisions of the Remuneration Committee are only
recommendatory and they are referred to the Board of Directors for final approval. The
Remuneration Committee also monitors the compensation packages of other senior
executives in the group below the Board of Directors level. The Committee meets as
required.

• Corporate Governance Committee

The Corporate Governance Committee ensures the implementation of the Company’s


policies of good corporate governance. The Committee also ensures compliance with the
requirements of various government agencies in achieving the best practices for corporate
governance.

Compliance Officer

The compliance officer is responsible for ensuring that the Company’s corporate principles are
consistently adhered to throughout the organization. The compliance officer acts independently
and his role is to supply the top management with the necessary information on whether the
organization’s decisions comply with professional rules and regulations, internal directives,
regulatory authorities, and the statutory law.

Relation with Shareholders

The Directors place a high importance on maintaining good relationships with the shareholders
and ensure that they are kept informed of significant Company developments. The Company
encourages shareholders to attend its annual stockholders’ meetings that provide opportunities
for stockholders to ask questions to the Board/Management.

52

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