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The prospectus is being displayed on the website to make the prospectus accessible to more

investors. The Philippine Stock Exchange, Inc. (PSE) assumes no responsibility for the
correctness of any of the statements made or opinions or reports expressed in the prospectus.
Furthermore, the PSE makes no representation as to the completeness of the prospectus and
disclaims any liability whatsoever for any loss arising from or in reliance in whole or in part on
the contents of the prospectus.
Century Properties Group Inc.
(Incorporated in the Republic of the Philippines)

Primary Offer of 20,000,000 Series B Preferred Shares with an


Oversubscription Option of up to 20,000,000 Series B Preferred
Shares with an Initial Dividend Rate of 7.5432% per annum at an
Offer Price of ₱100.00 per Series B Preferred Share to be listed and
traded on the Main Board of The Philippine Stock Exchange, Inc.

Sole Issue Manager, Lead Underwriter and Sole Bookrunner

Selling Agents

Trading Participants of The Philippine Stock Exchange, Inc.

The date of this Prospectus is 2 February 2024.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED THESE


SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE AND SHOULD
BE REPORTED IMMEDIATELY TO THE SECURITIES AND EXCHANGE COMMISSION.

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Office Address Contact Numbers
Century Properties Group Inc. Trunkline (+632) 7793-5500
35th Floor Century Diamond Tower, Cellphone (+63917) 555-5274
Century City, Kalayaan Ave. www.century-properties.com
Makati City 1210 Philippines

Century Properties Group Inc. (the “Issuer” or the “Company” or “CPGI”) is offering perpetual,
cumulative, non-participating, non-voting, redeemable, non-convertible, Philippine Peso-
denominated Series B preferred shares (the “Series B Preferred Shares” or “Offer Shares”),
with a firm offer of 20,000,000 Series B Preferred Shares (the “Firm Shares”) worth an
aggregate amount of ₱2,000,000,000 (“Base Offer”). In the event of oversubscription, the
Sole Issue Manager, Lead Underwriter and Sole Bookrunner, in consultation with the
Company, reserves the right but not the obligation, to increase the Offer size by up to an
additional 20,000,000 Series B Preferred Shares (“Oversubscription Option Shares”,
together with the Firm Shares shall be referred to as the Offer Shares) worth an aggregate
amount of up to ₱2,000,000,000 (the “Oversubscription Option”, together with the Base
Offer, the “Offer”), subject to the registration requirements of the Securities and Exchange
Commission (the “SEC”). The specific terms and conditions of the Offer are set out in the
relevant sections of this Prospectus. The Series B Preferred Shares will be issued out of the
unissued Preferred Shares of the Company.

The Company amended its Articles of Incorporation (“AOI”) on 30 September 2016. In the
amended AOI of the Company, the authorized capital stock is ₱9,540,000,000.00 divided into
18,000,000,000 Common Shares with a par value of ₱0.53 per share. On 26 September 2019,
the Company filed an application for the amendment of its AOI with the SEC for the
reclassification of its shares. On 30 September 2019, the SEC approved the amended AOI of
the Company, with its authorized capital stock of ₱9,540,000,000, consisting of
15,000,000,000 Common Shares with a par value of ₱0.53 each and 3,000,000,000 Preferred
Shares with a par value of ₱0.53 each.

The Series B Preferred Shares are being offered for subscription solely in the Philippines
through China Bank Capital Corporation (“Chinabank Capital” or the “Sole Issue Manager,
Lead Underwriter and Sole Bookrunner”), and the Selling Agents named herein at an offer
price of ₱100.00 per Series B Preferred Share (the “Offer Price”). The determination of the
Offer Price is further discussed on page 109 of this Prospectus.

The Series B Preferred Shares will be listed on the Main Board of The Philippine Stock
Exchange, Inc. (“PSE”) on 22 February 2024 (“Listing Date”) under the trading symbol
“CPGPB”.

The Company will not allocate any Offer Shares for the Local Small Investors Program of the
PSE.

Following the Offer, if the Oversubscription Option is not exercised, the Company will have (a)
11,599,600,690 outstanding Common Shares and 100,123,000 Common Shares in treasury,
and (b) 20,000,000 outstanding Series B Preferred Shares and 30,000,000 Series A Preferred
Shares in treasury. Otherwise, if the Oversubscription Option is exercised in full, the Company
will have (a) 11,599,600,690 outstanding Common Shares and 100,123,000 Common Shares

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in treasury, and (b) outstanding 40,000,000 Series B Preferred Shares and 30,000,000 Series
A Preferred Shares in treasury.

Any and all Preferred Shares of the Company shall have preference over Common Shares in
dividend distribution and in case of liquidation or dissolution.

Initial dividends on the Series B Preferred Shares shall be at a rate of 7.5432% per annum by
reference to the Offer Price thereof in respect of each Dividend Period. Subject to the
limitations described in this Prospectus, cash dividends on the Series B Preferred Shares will
be payable quarterly in arrears on 22 May, 22 August, 22 November and 22 February of each
year (each a “Dividend Payment Date”), each being the last day of a Dividend Period
following the relevant Listing Date. The dividends on the Series B Preferred Shares will be
calculated on a 30/360-day basis. If the Dividend Payment Date is not a Business Day,
dividends will be paid on the next succeeding Business Day, without adjustment as to the
amount of dividends to be paid.

The declaration and payment of cash dividends for each Dividend Period will be subject to the
sole and absolute discretion of the Board of Directors of the Company, to the extent permitted
by applicable laws and regulations, and the covenants (financial or otherwise) in the
agreements to which the Company is a party. The Board of Directors will not declare and pay
dividends for any Dividend Period where payment of such dividends would cause the
Company to breach any of its covenants (financial or otherwise).

Dividends on the Series B Preferred Shares will be cumulative. If for any reason the Board of
Directors of the Company does not declare a dividend on the Series B Preferred Shares for a
Dividend Period, the Company will not pay a dividend on the Dividend Payment Date for that
Dividend Period. However, on any future Dividend Payment Date on which dividends are
declared, holders of the Series B Preferred Shares must receive the dividends due them on
such Dividend Payment Date as well as any dividends in which the declaration and/or payment
have been deferred, in respect of prior Dividend Periods (the “Arrears of Dividends”).

As and if approved by the Board of Directors (or the Executive Committee), the Company may
redeem the Series B Preferred Shares on the second (2nd) anniversary of the Listing Date or
on any Dividend Payment Date thereafter (each an “Optional Redemption Date”), in whole
but not in part, without preference or priority, at the redemption price (the “Redemption Price”)
price equal to the Offer Price plus all dividends due them on such Optional Redemption Date
as well as all Arrears of Dividends. In case of redemption, the redeemed Series B Preferred
Shares shall be recorded as treasury stock and may be re-issued in the future, as expressly
provided in the Company’s Amended AOI.

The Company may also redeem the Series B Preferred Shares, in whole but not in part, at
any time prior to any Optional Redemption Date if (a) an Accounting Event (as defined in the
section “Summary of the Offering”) or a Tax Event (as defined in the section “Summary of the
Offering”) has occurred and is continuing, having given not more than sixty (60) nor less than
thirty (30) days’ notice prior to the intended date of redemption; or (b) a Change of Control
Event or an Indebtedness Default Event (as defined in the section “Summary of the Offering”)
has occurred and is continuing, having given at least ten (10) days’ notice prior to the intended
date of redemption. A notice of redemption given hereunder shall be irrevocable and binding
upon the Company to effect such redemption. In the event of an exercise of the redemption
option in respect of any Accounting Event, Tax Event, Change of Control Event, or
Indebtedness Default Event, the redemption due shall be made by the Company at the
Redemption Price, which shall be paid within five (5) Business Days of the exercise of the right
to redeem the Series B Preferred Shares.

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Upon listing on the PSE, the Company may purchase the Series B Preferred Shares at any
time in the open market or by public tender or by private contract at any price through the PSE
without any obligation to purchase or redeem the other Series B Preferred Shares. The Series
B Preferred Shares so purchased may either be redeemed (pursuant to their terms and
conditions as set out in this Prospectus) and cancelled or kept as treasury shares, as
applicable.

Documentary stamp tax and all other costs and expenses for the issuance of the Series B
Preferred Shares and the recording thereof in the name of the Preferred Shareholder under
the Offer, shall be paid for by the Company. After the Listing Date, taxes generally applicable
to a subsequent sale of the Series B Preferred Shares by any Preferred Shareholder, including
receipt by such Preferred Shareholder of a redemption payment, shall be for the account of
the said Preferred Shareholder.

However, the Company shall not be liable for: (a) any withholding tax applicable on dividends
earned by or on any amounts payable to the holders of the Series B Preferred Shares,
including any additional tax on such dividends imposed by changes in law, rule, or regulation;
(b) any income tax (whether or not subject to withholding), percentage tax (such as stock
transaction tax), DST or other applicable taxes on the redemption of the Series B Preferred
Shares or on the liquidating distributions as may be received by a holder of Series B Preferred
Shares; (c) any expanded value added tax which may be payable by any holder of the Series
B Preferred Shares on any amount to be received from the Company under the Series B
Preferred Shares; (d) any withholding tax, including any additional tax imposed by changes in
law, rule, or regulation, on any dividend payable to any holder of the Share or any entity which
is a non-resident foreign corporation; and (e) any applicable taxes on any subsequent sale or
transfer of the Series B Preferred Shares by any holder of the Series B Preferred Shares which
shall be for the account of the said holder (or the buyer in case such buyer shall have agreed
to be responsible for the payment of such taxes).

CPGI expects to raise gross proceeds amounting to ₱2,000,000,000 and the net proceeds
are estimated to be approximately ₱1,963,942,475.00 after deducting fees, commissions and
expenses relating to the issuance of the Series B Preferred Shares. If the Oversubscription
Option of up to ₱2,000,000,000 is fully exercised, then the total net proceeds will be
₱3,943,825,675.00 after deducting fees, commissions and expenses relating to the issuance
of the Series B Preferred Shares. The net proceeds from the Offer shall be used by the
Company to finance the following: (a) payment of the principal amount of CPGI’s Fixed Rate
3-Year Bonds with coupon rate of 4.8467% issued on 1 March 2021; (b) strategic land banking
for PHirst Park Homes; (c) capital expenditures for Azure North development; and (d) general
corporate requirements (see “Use of Proceeds” on page 104 of this Prospectus). The net
proceeds of the Offer will either be (a) infused as equity into, or (b) lent to, CPGI’s respective
operating Subsidiaries.

The Sole Issue Manager, Lead Underwriter and Sole Bookrunner shall receive a fee of 1.00%
of the gross proceeds of the Offer, or an equivalent amount of ₱20,000,000.00 for the Firm
Shares and a total of ₱40,000,000.00 in the event that the Oversubscription Option is fully
exercised, inclusive of amounts to be paid to the PSE Trading Participants (the “Selling
Agents”).

The Series B Preferred Shares shall be issued in scripless form through the electronic book-
entry system maintained by the Registrar and lodged with PDTC as Depository Agent on
Listing Date through the Selling Agents nominated by the applicants. On the Listing Date, the
Series B Preferred Shares shall be listed in the PSE to facilitate secondary trading.

On 5 December 2023, CPGI filed a Registration Statement with the SEC, in connection with
the offer and sale to the public of equity securities, particularly, the Series B Preferred Shares.

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The SEC is expected to issue an order rendering the Registration Statement effective and a
corresponding permit to offer securities for sale covering the Series B Preferred Shares.

In the event that the Oversubscription Option is partly exercised or is not exercised at all during
the Offer Period, the remaining Oversubscription Option Shares will be returned back to the
unissued Preferred Shares of the Company.

The Company’s subsidiaries own parcels of land as identified in “Description of Properties” on


page 165 of this Prospectus. In this connection, Article XII, Section 7 of the 1987 Philippine
Constitution states that no private land shall be transferred or conveyed except to citizens of
the Philippines or to corporations or associations organized under the laws of the Philippines
at least 60% of whose capital is owned by such citizens. Pursuant to regulations, for as long
as the percentage of Filipino ownership of the Company’s capital stock is at least 60% of (i)
the total number of outstanding shares entitled to vote for directors of the Company and (ii)
the total number of outstanding shares, whether or not entitled to vote for directors of the
Company, the Company shall be considered as a Filipino-owned corporation qualified to own
land.

Unless otherwise stated, the information contained in this Prospectus has been supplied by
the Company. To the best of its knowledge and belief, the Company, which has taken all
reasonable diligence to ensure that such is the case, confirms that the information contained
in this Prospectus is correct, and that there is no material misstatement or omission of fact
which would make any statement in this Prospectus misleading in any material respect. The
Company hereby accepts full and sole responsibility for the accuracy of the information
contained in this Prospectus.

The Company and the Sole Issue Manager, Lead Underwriter and Sole Bookrunner have
exercised the required due diligence to ascertain that all material representations contained
in this Prospectus, including any amendments and supplements thereto, are true and correct
as of the date of this Prospectus, and that no material information was omitted, which was
necessary in order to make the statements contained herein as of the Listing Date not
misleading.

CPGI confirms that this Prospectus contains all material information relating to the Company,
its Subsidiaries and affiliates namely, Century City Development Corporation (“CCDC”),
Century Communities Corporation (“CCC”), Century Limitless Corporation (“CLC”), Century
Properties Management, Inc. (“CPMI”), Century Destinations and Lifestyle Corp. (“CDLC”),
PHirst Park Homes, Inc. (“PPHI”), and Century Nuliv Development Corporation (“CNDC”)
which are, in the context of the Offer, material (including all information required by applicable
laws of the Republic of the Philippines), and are true, accurate, and correct in every respect.
To the best of its knowledge and belief, there is no material misstatement or omission of fact,
which would make any statement in this Prospectus misleading in any material respect. CPGI
confirms that it has made all reasonable inquiries in respect of the information, data and
analysis provided to it by its advisors and consultants for inclusion in this Prospectus.

CPGI, however, has not independently verified any publicly available information, data, or
analyses. Neither the delivery of this Prospectus nor any sale made pursuant to the Offering,
shall, under any circumstance, create any implication that the information contained or referred
to in this Prospectus is accurate as of any time subsequent to the date hereof. No
representation, warranty or undertaking, express or implied, is made by the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner, and no responsibility or liability is accepted
by any thereof to the accuracy, adequacy, reasonableness or completeness of the information
and materials contained herein (excluding any and all information pertaining to the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner) or any other information provided by the
Company herein in connection with the Series B Preferred Shares, their distribution or their

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future performance. Nevertheless, this non-assumption of liability shall not affect the duties of
due diligence of the Sole Issue Manager, Lead Underwriter and Sole Bookrunner.

Neither the delivery of this Prospectus nor any offering, sale or delivery made in connection
with the issue of the Series B Preferred Shares shall, under any circumstances, create any
implication that the information contained or referred to in this Prospectus is accurate as of
any time subsequent to the date hereof. This Prospectus does not constitute an offer of, or an
invitation by or on behalf of the Issuer or the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner, or any of its affiliates, directors or advisors to subscribe for or purchase the Series
B Preferred Shares and may not be used for the purpose of an offer to, or a solicitation by,
anyone in any jurisdiction or in any circumstances in which such offer or solicitation is not
authorized or is unlawful.

In making an investment decision, investors must rely on their own examination of CPGI and
the terms of the Offer, including the material risks involved. The Offer is being made on the
basis of this Prospectus only.

To the fullest extent permitted by law, none of the Issuer’s advisors or the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner or any of its affiliates, directors or advisors accept any
responsibility for the contents of this Prospectus. The Sole Issue Manager, Lead Underwriter
and Sole Bookrunner or any of its affiliates, directors or advisors accordingly disclaims all and
any liability, whether arising in tort or contract or otherwise, which it might otherwise have in
respect of this Prospectus or any such statement. Neither the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner nor any of its affiliates, directors or advisors undertake to
review the financial condition or affairs of the Issuer or the Group during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor
in the Series B Preferred Shares of any information coming to the attention of the Issuer’s
advisors or the Sole Issue Manager, Lead Underwriter and Sole Bookrunner.

No dealer, salesman or any other person has been authorized by CPGI and the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner to give any information or to make any
representation concerning the Series B Preferred Shares other than those contained herein,
and, if given or made, any such other information or representation should not be relied upon
as having been authorized by CPGI or by the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner.

The price of securities can and does fluctuate, and any individual security may experience
upward or downward movements, and may even become valueless. There is an inherent risk
that losses may be incurred rather than profit made as a result of buying and selling securities.
An investment in the Series B Preferred Shares, as described in this Prospectus, involves a
certain degree of risk. A prospective purchaser of the Series B Preferred Shares should
carefully consider several risk factors, such as risks inherent to the Company and the business
and risks pertinent to the Philippines vis-à-vis risks inherent to the Series B Preferred Shares,
in addition to the other information contained in this Prospectus, in deciding whether to invest
in the Series B Preferred Shares.

The contents of this Prospectus are not to be considered as definitive legal, business or tax
advice. Each prospective shareholder receiving a copy of this Prospectus acknowledges that
he has not relied on the Sole Issue Manager, Lead Underwriter and Sole Bookrunner in their
investigation of the accuracy of any information found in this Prospectus or in his investment
decision. Prospective purchasers should consult their own counsel, accountants or other
advisors as to legal, tax, business, financial and related aspects of the purchase of the Series
B Preferred Shares, among others. It is best to refer again to the section on “Risk Factors” for
a discussion of certain considerations with respect to an investment in the Series B Preferred
Shares.

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CPGI is organized under the laws of the Philippines. Its principal office address is at the 35th
Floor Century Diamond Tower, Century City, Kalayaan Avenue, Makati City, Philippines 1210,
with telephone number +63 (2) 7793 5500.

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TABLE OF CONTENTS
DEFINITION OF TERMS ....................................................................................................... 11
EXECUTIVE SUMMARY ...................................................................................................... 19
SUMMARY FINANCIAL INFORMATION .............................................................................. 31
SUMMARY OF THE OFFERING .......................................................................................... 40
DESCRIPTION OF THE SERIES B PREFERRED SHARES............................................... 59
CAPITALIZATION ................................................................................................................. 69
RISK FACTORS.................................................................................................................... 70
PHILIPPINE TAXATION ........................................................................................................ 96
USE OF PROCEEDS ......................................................................................................... 104
DILUTION ........................................................................................................................... 108
DETERMINATION OF OFFER PRICE ............................................................................... 109
PLAN OF DISTRIBUTION ................................................................................................... 110
DESCRIPTION OF BUSINESS .......................................................................................... 120
MATERIAL AGREEMENTS ................................................................................................ 163
DESCRIPTION OF PROPERTIES ..................................................................................... 165
REGULATORY AND ENVIRONMENTAL MATTERS .......................................................... 169
LEGAL PROCEEDINGS ..................................................................................................... 183
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS ............................................................................................... 198
SELECTED FINANCIAL INFORMATION ........................................................................... 202
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................................................. 212
INTERESTS OF INDEPENDENT LEGAL COUNSELS AND INDEPENDENT AUDITORS 238
CAPITAL EXPENDITURES ................................................................................................ 240
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS ............................... 241
COMPENSATION AND BENEFITS OF KEY MANAGEMENT PERSONNEL .................... 246
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN RECORD AND BENEFICIAL
OWNERS ............................................................................................................................ 248
SECURITY OWNERSHIP OF MANAGEMENT .................................................................. 249
DESCRIPTION OF DEBT ................................................................................................... 252
CORPORATE GOVERNANCE ........................................................................................... 255
THE PHILIPPINE STOCK MARKET................................................................................... 256
FINANCIAL STATEMENTS................................................................................................. 264

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FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking


statements can generally be identified by use of statements that include words or phrases
such as “believes”, “expects”, “anticipates”, “intends”, “plans”, “foresees”, or other words or
phrases of similar import. Similarly, statements that describe CPGI’s objectives, plans or goals
are also forward-looking statements. All such forward-statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement. Important factors that could cause actual results to
differ materially from the expectations of CPGI include, among others:

• General economic and business conditions in the Philippines;


• Industry risk in which CPGI, its Subsidiaries and affiliates operate;
• Changes in laws and regulations that apply to the segment or industry in which CPGI, its
Subsidiaries and affiliates operate; and
• Changes in political conditions in the Philippines.

For further discussion of such risks, uncertainties and assumptions, see “Risk Factors” on
page 70 of this Prospectus. Prospective purchasers of the Series B Preferred Shares are
urged to consider these factors carefully in evaluating the forward-looking statements. The
forward-looking statements included herein are made only as of the date of this Prospectus,
and CPGI undertakes no obligation to update such forward-looking statements publicly to
reflect subsequent events or circumstances.

The Sole Issue Manager, Lead Underwriter and Sole Bookrunner does not take any
responsibility for, or give any representation, warranty or undertaking in relation to, any such
forward-looking statement.

Additional factors that could cause CPGI’s or any of its Subsidiaries’ actual results,
performance or achievements to differ materially include those disclosed under “Risk Factors.”
These forward-looking statements speak only as of the date of this Prospectus. Each of the
Company and the Sole Issue Manager, Lead Underwriter and Sole Bookrunner expressly
disclaim any obligation or undertaking to release, publicly or otherwise, any updates or
revisions to any forward-looking statement contained herein to reflect any change in our
expectations with regard thereto or any change in events, conditions, assumptions or
circumstances on which any statement is based. In light of these risks, uncertainties and
assumptions, investors should be aware that the forward-looking events and circumstances
discussed in this Prospectus might not occur in the way CPGI expects, or at all. CPGI’s or any
of its Subsidiaries’ actual results could differ substantially from those anticipated in our
forward-looking statements. Investors should not place undue reliance on any forward-looking
information.

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DEFINITION OF TERMS
As used in this Prospectus, unless the context otherwise requires, the following terms shall
have the meanings set out below.

ACCRALAW Angara Abello Concepcion Regala & Cruz Law


Offices.

Act-IRR Implementing Rules and Regulations of B.P.


220.

AOI Articles of Incorporation.

Applicant A person, whether natural or juridical, who seeks


to subscribe to the Offer Shares by submitting an
Application under the terms and conditions
prescribed in this Prospectus.

Application to Purchase or the Application The application forms accomplished and


submitted by an applicant for the purchase of a
specified amount of the Series B Preferred
Shares, together with all the other requirements
set forth in such application form.

Arrears of Dividends Dividends in which the declaration and/or


payment have been deferred and which are due
to the Shareholders.

Balikbayans Former Filipino citizens who have returned to the


Philippines.

Beneficial Owner Any person (and “Beneficial Ownership” shall


mean ownership by any person) who, directly or
indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or
shares voting power, which includes the power to
vote or to direct the voting of such security;
and/or investment returns or power in respect of
any security, which includes the power to
dispose of, or to direct the disposition of such
security; provided, however, that a person shall
be deemed to have an indirect Beneficial
Ownership interest in any security which is held
by:

i. Members of his immediate family sharing


the same household;
ii. A partnership in which he is a general
partner;
iii. A corporation of which he is a controlling
shareholder;
iv. Subject to any contract, arrangement or
understanding, which gives him voting
power with respect to such securities;

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provided, however, that the following
persons or institutions shall not be
deemed to be Beneficial Owners of
securities held by them for the benefit of
third parties or in customer or fiduciary
accounts in the ordinary course of
business, so long as such securities were
acquired by such persons or institutions
without the purpose or effect of changing
or influencing control of the issuer:
a. A broker dealer;
b. An investment house registered
under the Investment Houses Law;
c. A bank authorized to operate as such
by the BSP;
d. An insurance company subject to the
supervision of the Office of the
Insurance Commission;
e. An investment company registered
under the Investment Company Act;
f. A pension plan subject to regulation
and supervision by the Bureau of
Internal Revenue and/or the
Securities and Exchange
Commission or relevant authority;
and
g. A group in which all of the members
are persons specified above.

BIR Philippine Bureau of Internal Revenue.

Board of Directors or the Board Board of Directors of CPGI.

BOI Philippine Board of Investments.

B.P. 220 Batas Pambansa Blg. 220, An Act Authorizing


the Ministry of Human Settlements to Establish
and Promulgate Different Levels of Standards
and Technical Requirements for Economic and
Socialized Housing Projects in Urban and Rural
Areas from those provided under Presidential
Decrees Numbered 957, 1216, 1096 and 1185.

BSP Bangko Sentral ng Pilipinas, the central bank of


the Philippines.

Building Code Republic Act No. 6541 as amended by


Presidential Decree No. 1096, also known as the
National Building Code of the Philippines.

Business Day refers to a day, other than a public non-working


holiday, Saturday, or Sunday, on which the
BSP’s Philippine Payment and Settlement
System (PhilPaSS) and the Philippine Clearing
House Corporation (PCHC) (or, in the event of

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the discontinuance of their respective functions,
their respective replacements) are open and
available for clearing and settlement, and banks
are generally open for business in Metro Manila,
Philippines.
By-Laws The Company’s By-Laws, as amended.

CCC Century Communities Corporation.

CCDC Century City Development Corporation.

CDLC Century Destinations and Lifestyle Corp.


(formerly known as Century Properties Hotel and
Leisure, Inc.)

Chinabank Capital China Bank Capital Corporation as Sole Issue


Manager, Lead Underwriter and Sole
Bookrunner.

Civil Code Republic Act No. 386, also known as the Civil
Code of the Philippines, as amended.

CLC Century Limitless Corporation.

CNDC Century Nuliv Development Corporation.

Common Shares Common shares of the Company with a par


value of ₱0.53.

Constitution The 1987 Constitution of the Philippines.

CPGI, or the Company, or the Issuer Century Properties Group Inc.

CPC Century PHirst Corporation.

CPI Century Properties, Inc.

CPMCC Century Project Management and Construction


Corporation.

CPMI Century Properties Management, Inc.

CTRP Comprehensive Tax Reform Program.

DAR Philippine Department of Agrarian Reform.

DENR Philippine Department of Environment and


Natural Resources.

Depository/Depository Agent Philippine Depository & Trust Corp.

DHSUD Department of Human Settlements and Urban


Development.

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Dividend Payment Date 22 May, 22 August, 22 November and 22
February of each year. If the Dividend Payment
Date is not a Business Day, it will be paid on the
next succeeding Business Day, without any
adjustment as to the amount of dividend to be
paid.

Dividend Period shall refer to the period commencing on the


Listing Date and having a duration of three (3)
months, and thereafter, each of the successive
periods of three (3) months commencing on the
last day of the immediately preceding Dividend
Period up to, but excluding, the first day of the
immediately succeeding Dividend Period.

Initial Dividend Rate 7.5432% per annum.

DST Documentary Stamp Tax.

EAPRC East Asia Power Resources Corporation.

EBITDA Earnings Before Interest, Taxes, Depreciation,


and Amortization.

ECC Environmental Compliance Certificate.

EGF Environmental Guarantee Fund.

EIS Environmental Impact Statement.

EMB Environmental Management Bureau.

EMF Environmental Monitoring Fund.

FF/FF Fully-Fitted and Fully-Furnished.

Firm Shares Base offer of 20,000,000 Series B Preferred


Shares.

GDP Gross Domestic Product.

GFA Gross floor area.

Group Century Properties Group Inc. and its


Subsidiaries.

Government Government of the Republic of the Philippines.

HLURB Housing and Land Use Regulatory Board.

HSAC Human Settlements Adjudication Commission.

JV Joint Venture.

LEED Leadership in Energy and Environmental Design.

14
LGU Local Government Unit.

Listing Date 22 February 2024 or such date on which the


Series B Preferred Shares will be issued by
CPGI to the Shareholders and listed on the Main
Board of the PSE.

Maceda Law Republic Act No. 6552, “An Act to Provide


Protection to Buyers of Real Estate on
Installment Payments” otherwise known as the
“Realty Installment Buyer Act”.

Material Subsidiary PHirst Park Homes, Inc.

Meridien Meridien Group of Companies.

MPO Minimum Public Ownership.

NIAT Net Income After Tax.

Offer or Offering The offer and issuance of the Series B Preferred


Shares by the Company pursuant to the
Underwriting Agreement, Application to
Purchase, and the Registry and Paying Agency
Agreement. The terms and conditions of such
offer and issuance are summarized in the section
“Description of the Series B Preferred Shares”.

Offer Period The period when the Offer Shares are available
for subscription commencing at 11:00 a.m. on 6
February 2024 and ending at 12:00 noon on 13
February 2024, or such other times or dates as
the Company and the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner may agree in
writing, with the approval of the SEC and the
PSE. If for any reason, 6 February 2024 and/or
13 February 2024 is a non-Business Day, then,
the relevant Offer Period shall commence at 9:00
a.m. and/or expire at 12:00 noon of the
immediately succeeding Business Day following
said dates, unless the aforesaid Offer Periods
are sooner terminated or extended upon the
mutual consent of the Company and the Sole
Issue Manager, Lead Underwriter and Sole
Bookrunner subject to the approval of SEC and
the PSE.
Offer Shares Perpetual, cumulative, non-participating, non-
voting, redeemable, non-convertible, Philippine
Peso-denominated Series B Preferred Shares,
comprised of a base offer of 20,000,000
Preferred Shares and an Oversubscription
Option of up to 20,000,000 Preferred Shares.

OFWs Overseas Filipino Workers.

15
Oversubscription Option In the event of an oversubscription, the Sole
Issue Manager, Lead Underwriter and Sole
Bookrunner, in consultation with the Issuer,
reserves the right, but do not have the obligation,
to increase the Offer size by up to 20,000,000
Series B Preferred Shares subject to the
registration requirements of the SEC.

Oversubscription Option Shares Series B Preferred Shares pertaining to the


Oversubscription Option.

PAS Philippine Accounting Standards.

P.D. 957 Presidential Decree No. 957, “The Subdivision


and Condominium Buyers’ Protective Decree”,
as amended.

P.D. 1529 Presidential Decree No. 1529, “Property


Registration Decree”.

PCAB Philippine Contractors Accreditation Board.

PDTC Philippine Depository and Trust Corp.

PCD Nominee PCD Nominee Corporation.

Person Individuals, juridical persons such as


corporation, partnership, joint venture,
unincorporated association, trust or other
juridical entities, or any governmental authority.

Peso or Pesos or P or ₱ or Php Philippine Pesos, the lawful and official currency
of the Republic of the Philippines.

PEZA Philippine Economic Zone Authority.

PFRS Philippine Financial Reporting Standards.

PIC Philippine Interpretations Committee.

PPHI PHirst Park Homes, Inc.

Preferred Shares Preferred shares of the Company with a par


value of ₱0.53.

Preferred Share Transactions Acquisition, ownership and disposition of the


Series B Preferred Shares, as well as declaration
of dividends to holders thereof.

Preferred Shareholders or Shareholders or Holders of Series B Preferred Shares.


Series B Preferred Shareholders

Prospectus This Prospectus together with all its annexes,


appendices and amendments, if any.

16
PSA Philippine Standards on Auditing.

PSE The Philippine Stock Exchange, Inc.

PSRE Philippine Standard on Review Engagement.

R.A. 4726 Republic Act No. 4726 or The Condominium Act.

R.A. 10667 or the “PCA” Republic Act No. 10667 or the Philippine
Competition Act, also referred to as the PCA.

R.A. 11201 Republic Act No. 11201 or Department Human


Settlements and Urban Development Act.

Receiving Agent Stock Transfer Service, Inc.

Registrar Stock Transfer Service, Inc.

Registry of Shareholders Electronic register of Series B Preferred


Shareholders maintained by the Registrar.

REIT Act of 2009 Republic Act No. 9856, or The Real Estate
Investment Trust (REIT) Act of 2009.

Revised Corporation Code Republic Act No. 11232, or An Act Providing for
the Revised Corporation Code of the Philippines.

SEC Philippine Securities and Exchange Commission


and its successor agency/ies.

Selling Agents PSE Trading Participants.

Series B Preferred Shares Perpetual, cumulative, non-participating, non-


voting, redeemable, non-convertible, Philippine
Peso-denominated Series B Preferred Shares.

SGV & Co. SyCip Gorres Velayo & Co., the Company’s
Independent Auditor.

Sole Issue Manager, Lead Underwriter China Bank Capital Corporation.


and Sole Bookrunner

sq.m. or sqm square meter(s).

SRC Republic Act No. 8799, otherwise known as “The


Securities Regulation Code of the Philippines”,
including its implementing rules and regulations
as promulgated and amended or supplemented
by the SEC from time to time.

Stock Transfer Agent Stock Transfer Service, Inc.

Subsidiaries mean with respect to the Issuer, any entity of


which fifty percent (50%) or more of whose

17
securities, or other ownership interest having
voting power to elect the board of directors or
other person or body performing similar
functions, are directly or indirectly owned by the
Issuer.

SyCipLaw SyCip Salazar Hernandez & Gatmaitan.

Tax Code The Philippine National Internal Revenue Code


of 1997, as amended, and its implementing rules
and regulations as may be in effect from time to
time.

TCT Transfer Certificate of Title.

TRAIN Law Republic Act No. 10963, otherwise known as the


“Tax Reform for Acceleration and Inclusion”.

Transaction Documents Has the meaning given to such term in the


Underwriting Agreement.

Underwriting Agreement Issue Management and Underwriting Agreement


entered into on 2 February 2024 between the
Company and the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner.

VAT Value-Added Tax.

18
EXECUTIVE SUMMARY
The following summary is qualified in its entirety by the more detailed information, including
the Company’s financial statements and notes relating thereto, appearing elsewhere in this
Prospectus. Because it is a summary, it does not contain all the information that a prospective
purchaser should consider before investing. Prospective purchasers of the Series B Preferred
Shares must read the entire Prospectus carefully, including the section on “Risk Factors”, and
the financial statements and the related notes to those statements annexed to this Prospectus.
Capitalized terms not defined in this summary are defined in the section “Definition of Terms”.

THE COMPANY

CPGI is one of the leading real estate companies in the Philippines with a thirty-seven (37)-
year track record. The Company is primarily engaged in the development, marketing, and sale
of mid- and high-rise condominiums and single detached homes, leasing of retail and office
space, hotel operations, and property management.

CPGI, formerly East Asia Power Resources Corporation (“EAPRC”), was originally
incorporated on 23 March 1975 as Northwest Holdings and Resources Corporation. On 26
September 2011, the Board of Directors of EAPRC approved the change in the Company’s
corporate name to its present name, as well as the change in its primary business purpose
from power generation to that of a holding company and real estate business. Between May
and November 2011, CPGI entered into a series of transactions with EAPRC, a corporation
organized under the laws of the Philippines and listed on the Philippine Stock Exchange, Inc.
(“PSE”), whereby, among other things, CPI acquired 96.99% of EAPRC’s common shares and
EAPRC acquired all of the Subsidiaries of CPGI.

Currently, the Company has seven (7) wholly owned subsidiaries – CCDC, CLC, CCC, PPHI,
CDLC, CPMI and CNDC (collectively known as the “Subsidiaries”). Through its Subsidiaries,
the Company develops, markets, and sells residential, office, medical and retail properties in
the Philippines, as well as manages residential and commercial properties in the Philippines.
For a complete conglomerate map of the Company and its Subsidiaries, please refer to page
129 of this Prospectus.

As of 30 September 2023, the Company has completed 38 projects which include 33


residential projects, consisting of (a) 17,480 completed residential condominium units with an
aggregate gross floor area (“GFA”) of 1,238,636 sq. m. (inclusive of parking) for its vertical
housing developments, and (b) 1,414 single detached homes with an aggregate GFA of
224,113 sq. m. for its Canyon Ranch and Commune Village at Batulao developments.

CPGI also has five (5) commercial leasing projects with 1,267 units and gross leasable area
(“GLA”) of 145,021 sq. m. These include the Century City Mall, Centuria Medical Makati, Asian
Century Center, Century Diamond Tower and Novotel Suites Manila.

Since its entry into the horizontal affordable housing development market in 2017 through
PPHI, CPGI’s JV with Mitsubishi Corporation, the Company has already launched 18 master-
planned communities and completed 8,053 homes as of 30 September 2023. On 31 May
2023, the Board of Directors of the Company approved the acquisition of the 40%
shareholdings or One Billion Sixty Million (1,060,000,000) common shares with a par value of
One Peso (₱1.00) per share and Two Hundred Sixty Five Thousand (265,000) Preferred B
shares with a par value of One Thousand Pesos (₱1,000.00) per share of Mitsubishi
Corporation in PPHI. As of 24 November 2023, the acquisition was concluded and a deed of
absolute sale was executed by Mitsubishi Corporation in favor of the Company.

19
In addition, the Company has completed 19 buildings consisting of 4,128 units with an
aggregate GFA of 548,262 sq. m. prior to 2010 by the Meridien Group of Companies
(“Meridien”), the founding principals’ prior development companies. Noteworthy
developments of Meridien include: the Essensa East Forbes and South of Market in Fort
Bonifacio, SOHO Central in the Greenfield District of Mandaluyong City, Pacific Place in
Ortigas, Le Triomphe, Le Domaine, and Le Metropole in Makati City.

The Company, through its subsidiary CPMI, also engages in a wide range of property
management services, from facilities management and auction services, to lease and
secondary sales. Through CPMI, the Company endeavors to ensure the properties it manages
maintain and improve their asset value, and are safe and secure. As of 30 September 2023,
CPMI manages 60 projects with a total of 153 buildings and 3.881 million sq. m. of GFA
(inclusive of parking) under management. Of the total CPMI projects under management, 63%
of the projects were developed by third parties. Notable third-party developed projects under
management include the One Corporate Center and Union Bank Plaza in Ortigas, Pacific Star
Building in Makati City, Philippine National Bank branches in various locations, National Grid
Corporation of the Philippines in Quezon City and San Juan City, The Globe Tower in Cebu
and De La Salle University in Lipa City.

20
Completed Projects as of 30 September 2023

Residential Projects

GFA in sq. m. Year


Residential Projects Location Type Units
(with parking) Completed

Century City
Gramercy
Makati City Residential 121,595 1,432 2012
Residences
Knightsbridge
Makati City Residential 87,717 1,329 2013
Residences
Milano Tower Makati City Residential 64,304 516 2016
Trump Tower Makati City Residential 55,504 267 2017
Century Spire Makati City Residential/Office 92,138 552 2022
Subtotal 421,258 4,096

Azure Urban Resorts Residences


Rio Parañaque City Residential 42,898 756 2013
Santorini Parañaque City Residential 36,126 553 2013
St. Tropez Parañaque City Residential 36,260 580 2014
Positano Parañaque City Residential 35,164 597 2015
Miami Parañaque City Residential 34,954 559 2015
Maui Parañaque City Residential 41,235 601 2016
Maldives Parañaque City Residential 28,859 385 2017
Boracay Parañaque City Residential 27,713 473 2018
Bahamas Parañaque City Residential 53,701 851 2019
Subtotal 336,910 5,355

Acqua Private Residences


Niagara Mandaluyong City Residential 33,709 474 2015
Sutherland Mandaluyong City Residential 41,705 736 2015
Dettifoss Mandaluyong City Residential 36,536 607 2016
Livingstone Mandaluyong City Residential 40,251 675 2016
Iguazu Mandaluyong City Residential 36,367 492 2018
Acqua Tower 6 Mandaluyong City Residential 13,531 185 2019
Subtotal 202,099 3,169

The Residences at Commonwealth by Century


Osmeña West Quezon City Residential 14,525 158 2015
Quezon North Quezon City Residential 17,760 285 2017
Roxas East Quezon City Residential 27,255 389 2017
Osmeña East Quezon City Residential 14,089 220 2018
Roxas West Quezon City Residential 26,767 500 2019
Quirino West Quezon City Residential 26,759 517 2020
Quirino East Quezon City Residential 26,747 498 2020
Quezon South Quezon City Residential 38,341 687 2022
Subtotal 192,243 3,254

Canyon Ranch
Phase 1 & 2 Carmona, Cavite Residential 166,896 779 Per house
Moderno Carmona, Cavite Residential 25,304 150 Per house
Subtotal 192,200 929

The Resort Residences at Azure North


Monaco Pampanga Residential 43,063 800 2021
Bali Pampanga Residential 43,063 806 2021
Subtotal 86,126 1,606

Commune Village at 31,914 178


Batangas Residential Per house
Batulao

Grand Total 1,462,750 18,587

21
Commercial/ Office Projects

Commercial/Office Location Type GLA in sq. m. Units Year Completed


Projects (with parking)

Century City Mall Makati City Retail 16,443 150 2013


Centuria Medical
Makati City Medical Office 29,749 708* 2015
Makati
Asian Century
BGC, Taguig City Office Building 29,154 51 2018
Center
Century Diamond
Makati City Office Building 57,137 206 2019
Tower
Novotel Suites Mandaluyong
Hotel 12,538 152 2022
Manila City
Total 145,021 1,267
*555 units sold, 148 units for lease, 5 unsold units open for sale

Sold Residential Business Projects as of 30 September 2023

Project Location
No. of No. of % Sold Total Sales Sold Remarks
Units Units Value Revenues
Inventory Sold (₱ millions) (₱ millions)
EXISTING IN-CITY VERTICAL DEVELOPMENTS
Unsold units
are mostly in
Century Spire,
Century City Makati City 4,097 4,075 99.46% 34,190 33,447 the last tower
which is
already
completed.
Unsold units
Azure Urban are mostly in
Resorts Parañaque City 5,355 5,346 99.83% 22,576 22,406 Maui, which
Residences are the retail
units.
Bali and
Monaco are
already
The Resort completed.
San Fernando,
Residences at 2,426 2,309 95.18% 10,419 9,646 Barbados, the
Pampanga
Azure North last tower, is
expected to be
completed in
2025.
Only a few
Acqua Mandaluyong
3,169 3,166 99.91% 16,095 16,031 unsold RFO
Residences City
units.
Unsold units
are mostly in
Quezon South,
Commonwealth Quezon City 3,254 3,211 98.68% 13,037 12,741 the last tower
which is
already
completed.
Launched in
Commune
Nasugbu, Q4 2017.
Village at 485 251 51.75% 3,402 1,541
Batangas Completed 178
Batulao
units.
Substantially
Carmona,
Canyon Ranch 929 911 98.06% 3,700 3,620 sold and
Cavite
completed.
TOTAL 19,715 19,269 97.7% 103,419 99,432

FIRST-HOME MARKET RESIDENTIAL DEVELOPMENTS


Phase 1 & 2
were launched
PHirst Park
in 2017 and
Homes – Tanza, Cavite 2,877 2,762 96% 4,794 4,442
Phase 3 in
Tanza
2019; 2,638
houses are

22
completed as
of September
2023, Phase 1
is 99% sold,
Phase 2 is
99% sold,
Phase 3 is
88% sold.
1,444 houses
are completed
as of
PHirst Park September
Lipa, Batangas 1,698 1,477 87% 2,920 2,390
Homes – Lipa 2023, Phase 1
is 92% sold,
Phase 2 is
80% sold.
Phase 1 was
launched in Q1
2019, 96%
sold; Phase 2
was launched
in Q2 2019,
88% sold;
PHirst Park
San Pablo, Phase 3 was
Homes – San 1,624 1,421 88% 2,855 2,396
Laguna launched in Q2
Pablo
2021, 75%
sold;
1,065
completed
houses as of
September
2023
Phase 1 and 2
were launched
in Q4 2019;
Phase 1 is
60% sold,
Phase 2 is
PHirst Park
Pandi, Bulacan 1,598 1,291 81% 3,060 2,375 92% sold,
Homes – Pandi
Phase 3 is
82% sold; 813
completed
houses as of
September
2023
Phase 1 was
launched in Q4
2019, 93%
sold; Phase 2
PHirst Park
Calamba, in Q1 2021,
Homes – 1,501 1,381 92% 2,789 2,420
Laguna 90% sold; 883
Calamba
completed
houses as of
September
2023.
Phase 1A was
launched in Q4
2019, 97%
sold. Phase 1B
was launched
in Q3 2020,
PHirst Park 98% sold,
Nasugbu,
Homes- 2,150 2,083 97% 5,344 5,121 Phase 2 was
Batangas
Batulao launched in Q1
2021, 97%
sold; 578
completed
houses as of
September
2023.
Phase 1 was
PHirst Park
Magalang, launched in Q4
Homes – 1,079 1,000 93% 1,996 1,821
Pampanga 2020, 93%
Magalang
sold; 569

23
completed
houses as of
September
2023.
Phase 1 was
launched in Q3
2021. Phase 2
was launched
PHirst Park
Gen. Trias, in March 2022,
Homes – Gen 1,339 1,286 96% 2,656 2,464
Cavite 99% sold.
Tri
Phase 3 was
launched in Q4
2021, 72%
sold.
Phase 1A was
launched in Q3
PHirst Park 2021, 98%
Tayabas,
Homes – 778 723 93% 1,253 1,166 sold. Phase 1B
Quezon
Tayabas was launched
in Q4 2021,
86% sold.
Phase 1 was
launched in Q3
PHirst Park 2021, 98%
Baliwag,
Homes – 822 796 97% 1,511 1,459 sold. Phase 2
Bulacan
Baliwag was launched
in Q3 2022,
93% sold.
Phase 1 was
launched in Q4
2021, 94%
PHirst Park sold. Phase 2
Naic, Cavite 704 669 95% 1,248 1,185
Homes – Naic was launched
in January
2023, 97%
sold.
PHirst Park Phase 1 was
Balanga,
Homes – 732 282 39% 1,251 500 launched in Q2
Bataan
Balanga 2022.
PHirst Park Phase 1 was
Gapan, Nueva
Homes – 546 116 21% 1,035 219 launched in
Ecija
Gapan late Dec 2022.
PHirst Park Phase 1A was
Nasugbu,
Homes – 656 260 40% 1,309 517 launched in
Batangas
Batulao Sequel May 2023.
PHirst Park Phase 4A was
Homes – Lipa Lipa, Batangas 396 69 17% 642 105 launched in
The Cove August 2023.
Phase 1 was
launched in Q4
2022, 89%
Nasugbu,
PHirst Editions 629 476 76% 3,204 2,148 sold. Phase 2
Batangas
was launched
in May 2023,
35% sold.
Phases 1 and
2 were
PHirst Sights Bay, Laguna 1,816 1,608 89% 2,099 1,790
launched in
Dec 2022
Phase 1 was
Hermosa,
PHirst Centrale 528 136 26% 1,037 267 launched in
Bataan
late Dec 2022
TOTAL 21,473 17,836 83.1% 41,003 32,785
GRAND
41,188 37,105 90.1% 144,422 132,217
TOTAL

The Company has a land bank for future development of 204.8 hectares consisting of in-city
properties for its future mid-rise buildings, leasing and horizontal affordable housing projects
in various locations in Quezon City, Mandaluyong City, Pampanga, Batangas, Palawan,
Laguna, Bulacan, Cavite, Bataan, Nueva Ecija and Bacolod City.

24
The Company’s aim is to enhance the overall quality of life for its Filipino and foreign clients
by providing distinctive, high quality and affordable properties. The Company focuses on
differentiation to drive demand, increase its margins and grow market share. In particular, the
Company identifies what it believes are the best global residential standards and adapts them
to the Filipino market. The Company believes that it has earned a reputation for pioneering
new housing concepts in the Philippines. One of the Company’s significant contributions is the
Fully-Fitted and Fully-Furnished (“FF/FF”) concept, which is now an industry standard in the
Philippines. The Company also employs a branding strategy that focuses on strategic
arrangements with key global franchises to help capture and sustain consumers’ awareness.
To date, the Company has entered into agreements with Gianni Versace S.P.A., The Trump
Organization, Paris Hilton, Missoni Homes, Yoo by Philippe Starck, and Giorgio Armani S.p.A.,
among others.

The Company has marketed and sold to clients in more than 15 countries and, as a result, a
significant portion of its vertical residential properties are sold to Filipinos living abroad.
International pre-sales accounted for approximately two-thirds of total pre-sales, in terms of
value, for each of the last three (3) years. For the horizontal affordable housing segment, the
Company generates an equal mix of pre-sales from an equal mix of domestic (locally
employed and self-employed) and international (mostly OFWs) buyers. The Company
conducts its sales and marketing for both vertical residential properties and affordable housing
through the Company’s extensive domestic and international network of 374 exclusive agents
who receive monthly allowances and commissions, and 3,787 external agents, which include
2,972 commission-based agents and 815 brokers as of 30 September 2023.

For calendar years ended 31 December, 2020, 2021, 2022 and for the nine (9)-month period
ended 30 September 2023, revenue was ₱10,836 Million, ₱9,444 Million, ₱11,127 Million and
₱9,695 Million, respectively, and net income was ₱1,149 Million, ₱1,269 Million, ₱1,405
Million, and ₱1,304 Million, respectively. As of 30 September 2023, the Company had total
assets of ₱54,257 Million, and total equity of ₱19,087 Million (excluding non-controlling
interest).

Considering that the Company is subject to foreign ownership restrictions on account of its
land ownership, the Company is limited to a maximum of 40% foreign ownership of both the
total issued and outstanding capital stock entitled to vote and the total number of issued and
outstanding capital stock, whether or not entitled to vote.

RECENT DEVELOPMENTS

2023

Issuance of ₱3 Billion Fixed Rate Retail Bonds

On 17 March 2023, CPGI issued and listed with the PDEx a total of ₱3,000,000,000 Fixed
Rate Retail Bonds comprising of 6.5760% per annum three (3) year fixed rate bonds (“Series
A Bonds”), 7.4054% per annum five (5) year fixed rate bonds (“Series B Bonds”) and
7.6800% per annum seven (7) year fixed rate bonds (“Series C Bonds”). The bond issuance
is the second tranche of the Company’s ₱6,000,000,000.00 Debt Securities Program Shelf
Registration with the SEC under SEC Order No. 5, Series of 2022. The bonds have been rated
“AA+” by Credit Rating and Investor Services Philippines Inc. (CRISP).

The proceeds from the issuance of the bonds were used primarily: (i) to partially finance the
redemption of CPGP Preferred Shares with dividend rate of 6.7177%; (ii) to fund capital

25
expenditures for new horizontal affordable housing developments; and (iii) to fund general
corporate requirements.

Acquisition of Shares of Mitsubishi Corporation in PHirst Park Homes Inc.

On 31 May 2023, the Board of Directors of CPGI approved the acquisition of the 40%
shareholdings or One Billion Sixty Million (1,060,000,000) common shares with a par value of
One Peso (₱1.00) per share and Two Hundred Sixty-Five Thousand (265,000) Preferred B
shares with a par value of One Thousand Pesos (₱1,000.00) per share of Mitsubishi
Corporation in PPHI. The Philippine Competition Commission has approved the above
transaction on 9 August 2023.

PPHI was incorporated on 31 August 2018, and is the first-home division and brand of CPGI.
Its projects are located within the fringes of Metro Manila and its target market is first-time
homebuyers. Its current projects are located at Lipa and Batulao in Batangas, San Pablo and
Calamba in Laguna, Naic, General Trias and Tanza in Cavite, Baliwag and Pandi in Bulacan,
Tayabas in Quezon, Magalang in Pampanga, Balanga in Bataan and Gapan Nueva Ecija,
which involve a multi-phase horizontal residential property and offer both Townhouse units &
Single Attached units. PPHI is a joint venture project between Century Properties Group Inc.
and Mitsubishi Corporation with a 60-40% shareholding, respectively.

On 24 November 2023, the Company has concluded the acquisition of 40% shareholdings or
One Billion Sixty Million (1,060,000,000) common shares at ₱1.09 per share and Two Hundred
Sixty Five Thousand (265,000) Preferred B shares at ₱1,085.28 per share of Mitsubishi
Corporation, with a total acquisition price of One Billion Four Hundred Thirty Eight Million
Pesos Only (₱1,438,000,000.00) paid in cash. A Deed of Absolute Sale of Shares was
executed by Mitsubishi Corporation in favor of CPGI.

Redemption of ₱3 Billion Preferred Shares

On 10 July 2023, CPGI fully redeemed its ₱3,000,000,000.00 cumulative, non-voting, non-
convertible, non-participating, non-convertible, redeemable Peso-denominated Preferred
Shares (“CPGP Preferred Shares”) issued by the Company and listed on the PSE on 10
January 2020.

The Company’s Board of Directors approved the optional redemption of the CPGP Preferred
Shares in its special board meeting last 12 May 2023. The CPGP Preferred Shares were
redeemed at its redemption price of One Hundred Pesos (₱100.00) per share, pursuant to the
terms set out in the Prospectus dated 12 December 2019.

2022

Issuance of Fixed Rate Bonds

On 24 February 2022, CPGI issued and listed with the PDEx a total of ₱3,000,000,000 fixed
rate bonds, the first tranche of the Company’s ₱6,000,000,000 Debt Securities Program shelf
registered with the SEC under SEC Order No. 5, Series of 2022.

The bonds were comprised of five (5)-year bonds at an interest rate of 5.7524% per annum.

The proceeds from the issuance of the bonds were used primarily: (i) for the partial refinancing
of bonds with interest rate of 7.8203% issued in 2019; (ii) to fund capital expenditures for
horizontal affordable housing developments; and (iii) to fund general corporate requirements.

26
Project Completion, Openings and Launches in 2022

On 26 October 2022, the Company launched its new Century NULIV business unit, a brand
for a new residential concept that offers townhouses and other low-rise structures that are
situated in key growth areas. Its maiden project, Century NULIV Townvillas at Acqua features
a low-density high street with 22 multi-storey houses and lots on an exclusive road behind
Acqua Private Residences.

In October 2022, Century Spire in Century City, was completed. The 50-storey tower is a
mixed-use development designed by Daniel Libeskind, the visionary architect behind New
York’s Ground Zero. Century Spire has a total GFA of 92,138 sq. m. (inclusive of parking) and
a total of 552 units.

In December 2022, the last tower at The Residences at Commonwealth, Quezon South, was
completed. The largest among the 8 towers of The Residences at Commonwealth, Quezon
South has a total GFA of 38,341 sq. m. and a total of 687 units. With the completion of the
Quezon South tower, all 8 towers of the 4.4-hectare project of CPGI located in its first master-
planned residential community development in Quezon City have been completed.

The Company, through PHirst Park Homes, launched PHirst Park Homes Naic, PHirst Park
Homes Balanga and PHirst Park Homes Gapan in 2022, with 400 houses valued at ₱0.7
Billion, 732 houses valued at ₱1.2 Billion and 546 houses valued at ₱1 Billion. The Company
has also expanded its horizontal housing brand that will cater to different market segments of
first-home buyers with the objective to address the strong housing demand in the Philippines.

On 15 December 2022, Novotel Suites Manila, CPGI’s first hospitality venture, opened its
doors to both leisure and business guests. Novotel Suites Manila, housed at the sixth and final
tower of Acqua Private Residences, is a 152-room hotel conceptualized by CPGI, in
partnership with Accor, a multinational hospitality company.

Century PHirst Corporation

On 23 February 2023, CPGI announced the expansion of its first home market residential
offerings through Century PHirst Corporation (CPC), a wholly-owned subsidiary of Century
Limitless Corporation (CLC). Through CPC, CPGI will, by itself, be venturing into the
socialized, economic, and mid-income residential markets. CLC is a wholly-owned subsidiary
of CPGI.

CPC’s flagship projects are: (1) PHirst Editions Batulao located in Nasugbu, Batangas, which
was launched in October 2022; (2) PHirst Sights Bay in Laguna, which was launched in
December 2022; and (3) PHirst Centrale Hermosa in Bataan, which was launched in
December 2022 (PHirst Fairgrounds) and May 2023 (PHirst Impressions).

PHirst Editions Batulao, Century PHirst’s maiden middle-income development, is a horizontal


residential project in Nasugbu, Batangas and is located adjacent to the existing PHirst Park
Homes Batulao community. PHirst Editions Batulao spans 14 hectares and will house 629
single attached and single detached units with a project sales value of ₱3.06 Billion for middle
income, priced from ₱3.2 Million to ₱6 Million.

PHirst Sights Bay in Laguna with 1,816 houses valued at ₱2.1 Billion is a project that will cover
segments from socialized housing with units priced at ₱580,000, and economic housing with
units ranging from ₱800,000 to ₱1.5 Million.

To round up its expansion plan, CPC also ventured into its first mixed-use township in Bataan,
PHirst Centrale Hermosa, which will have multiple residential product offerings, as well as

27
support commercial, retail, and institutional components. Launched in May 2023, PHirst
Impressions Centrale Hermosa is a townhouse development that occupies 14.5 hectares with
1,574 units valued at around ₱3.12 Billion. Unit prices range from ₱1.7 to ₱ 2.5 Million.
Alongside PHirst Impressions is PHirst Fairgrounds, PHirst Centrale Hermosa’s commercial
component launched in December 2022. This 3.1 hectare development offers lot cuts ranging
from 503-1,531sqm, with the first phase valued at ₱602 Million.

These expansion efforts of PPHI & CPC bring forth a broader range of housing packages and
price points to provide first-time home buyers with a wider set of options to acquire their very
own home.

KEY INVESTMENT HIGHLIGHTS

The Company believes that it can effectively compete in the industry because of the following
strengths:

• Growth strategy supported by a favorable macroeconomic environment


• Proven track record of delivering innovative and high-quality projects in the luxury and
middle-income condominium segments
• Diverse product offerings capitalizing on various market segments
• Strong international sales platform
• Experienced management team

A more detailed discussion of the Company’s “Key Investment Highlights” may be found on
page 132 of this Prospectus.

BUSINESS STRATEGY

The following are the strategies that the Company employs as it pursues its real property
business:

• Leverage its industry leading reputation in the high-rise condominium market to


develop low to mid-rise condominium projects
• Expansion of First-Home platform to achieve nationwide presence.
• Maintain a stable and positive operating cashflow and recurring earnings from
commercial leasing portfolio.

A more detailed discussion of the Company’s “Business Strategy” can be found on page 136
of this Prospectus.

RISKS OF INVESTING

Before making an investment decision, investors must rely on their own examination of the
Company and the terms of the Offer, including the risks involved. These risks include:

• Risks relating to the Company, its subsidiaries and their business and operations,
brought about by the following facts:
o The Company derives a significant portion of its revenue from Overseas Filipino
Workers (“OFWs”), expatriate Filipinos, former Filipino citizens who have
returned to the Philippines (“Balikbayans”) and other overseas buyers, which

28
exposes the Company to risks relating to the performance of the economies
where they are located;
o All of the Company’s properties are in the Philippines and, as a result, it is
exposed to risks associated with the Philippines, including the performance of
the Philippine economy;
o The Company is exposed to geographic portfolio concentration risks;
o Its portfolio of residential real estate property development projects exposes
the Company to sector-specific risks;
o Since the Company operates in a competitive industry, it might not be able to
maintain or increase its market share, profitability and ability to acquire land for
new projects;
o The interests of joint venture partners and landowners for development projects
may differ from the interests of the Company, and such joint venture partners
and landowner may take actions that can adversely affect the Company;
o The Company uses celebrities and international brands to design, market and
sell some of its properties;
o The Company may not be able to successfully manage its growth;
o The Company is involved in a cyclical industry and is affected by changes in
general and local economic conditions;
o The Company might not be able to generate sufficient funds internally or
through external financing to operate and grow its business as planned;
o The cancellation of sales of housing or condominium units could adversely
affect business, financial condition and results of operations;
o The Company is controlled by Century Properties, Inc., which is in turn,
controlled by the Antonio family. Hence, the interests of the Antonio family may
differ significantly from the interests of the other shareholders;
o The Company is highly dependent on certain directors and members of senior
management;
o The Company may be unable to attract and retain skilled professionals, such
as architects and engineers;
o The Company may not be able to hire independent contractors that meet its
requirements;
o Construction defects and building-related claims may be asserted against the
Company, and it may be involved in litigation, which could result in financial
losses or harm to its business;
o Third parties may contest the Company’s titles to its properties;
o The Company faces risks relating to its property development, including risks
relating to project costs, completion time frame and development rights;
o The Company’s reputation may be adversely affected if it does not complete
projects on time or to customers’ requirements;
o The Company operates in a highly regulated environment and must obtain and
maintain various permits, licenses and other government approvals;
o Environmental laws applicable to the Company’s projects could have a material
adverse effect on its business, financial condition or results of operations;
o Natural or other catastrophes, including severe weather conditions, may
materially disrupt operations, affect the ability to complete projects and result
in losses not covered by insurance;
o The Company uses third-party non-exclusive brokers to market and sell some
of its projects;
o The Company is exposed to risks relating to the ownership and operation of
commercial real estate;
o Increases in interest rates and changes in Government borrowing patterns and
Government policies could adversely affect the Company’s and its customers’
ability to obtain financing;

29
o Any restriction or prohibition on the Company’s Subsidiaries’ ability to distribute
dividends would have a negative effect on its financial condition and results of
operations;
o The adoption of new accounting standards may have an impact on the
Company’s financial statements;
o The Company is subject to certain debt covenants;
o The Company may, at any given time, consider business combination
alternatives;
o The Company is exposed to interest rate, liquidity, credit, currency and
commodity risks; and
o The Company may suffer losses that are not covered by its insurance.

• Macroeconomic risks that may affect the Company’s financial and operating
performance, such as:
o The performance of the Philippine economy;
o Any economic and political instability in the Philippines;
o The continuing effects of COVID-19, future pandemics, epidemics, or
outbreaks of diseases;
o Acts of terrorism and violent crimes that could destabilize the Philippines;
o The credit ratings of the Philippines; and
o Occurrence of natural or other catastrophes, including severe weather
conditions and other environmental factors, which may materially disrupt the
Company’s operations.

• Risks relating to the Series B Preferred Shares, due to the following:


o The Series B Preferred Shares may not be a suitable investment for all
investors;
o Shareholders have no right to require redemption and bear the financial risk of
selling their Series B Preferred Shares at a loss;
o The Company’s discretion to defer dividend payments on the Series B
Preferred Shares;
o Volatility of the market price of the Series B Preferred Shares;
o There is no guarantee on the existence of an active and liquid market for the
Series B Preferred Shares;
o Sufficiency of the Company’s residual assets, in case of liquidation;
o The Company’s existing and future indebtedness;
o Holders of the Series B Preferred Shares may not be able to reinvest at a
similar return on investment; and
o The Series B Preferred Shares are non-voting shares.

For a more detailed discussion of the risks, refer to page 70 of this Prospectus.

30
SUMMARY FINANCIAL INFORMATION
The selected financial information set forth in the following tables has been derived from the
Company’s unaudited interim consolidated financial statements as of 30 September 2023 and
for the nine-month periods ended 30 September 2023 and 2022, and its audited consolidated
financial statements as of 31 December 2022, 2021, and 2020 and for the years ended 31
December 2022, 2021, 2020, and 2019. This should be read in conjunction with the unaudited
interim condensed consolidated financial statements and audited consolidated financial
statements annexed to this Prospectus, the section entitled “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and other financial information
included herein.

The Company’s unaudited interim condensed consolidated financial statements were


prepared in compliance with Philippine Accounting Standards (“PAS”) 34, “Interim Financial
Reporting”, as modified by the application of the financial reporting reliefs issued and approved
by the Securities and Exchange Commission, and were reviewed by SGV & Co., in
accordance with Philippine Standard on Review Engagement (“PSRE”) 2410, “Review of
Interim Financial Information Performed by the Independent Auditor of the Entity”. The
Company’s audited consolidated financial statements were prepared in accordance with the
Philippine Financial Reporting Standards (“PFRS”), as modified by the application of the
financial reporting reliefs issued and approved by the Securities and Exchange Commission,
as described in the notes to the audited consolidated financial statements, and were audited
by SGV & Co., in accordance with Philippine Standards on Auditing (“PSA”).

The Group adopted PFRS 16, Leases, using the modified retrospective approach with the
initial date of application of 1 January 2019. Amounts presented in the consolidated
statements of financial position and consolidated statements of comprehensive income as at
and for the years ended 31 December 2018 are based on PAS 17, Leases, International
Financial Interpretations Committee 4, Determining whether an Arrangement contains a
Lease, SIC-15, Operating Leases-Incentives, and SIC-27, Evaluating the Substance of
Transactions Involving the Legal Form of a Lease. The comparative financial information for
accounts affected by the adoption of PFRS 16 may not be comparable to the information
presented as at and for the year ended 31 December 2019. Refer to Note 2 of the Group’s
audited interim condensed consolidated financial statements included elsewhere in this
Prospectus for the effect of the adoption of PFRS 16.

The summary financial information set out below does not purport to project the results of
operations or financial condition of the Company for any future period or date.

31
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the nine (9)


In Million Pesos (₱) months ended 30 For the years ended 31 December
September (Audited)
(Unaudited)
2023 2022 2022 2021 2020 2019
Revenue
Real estate sales 8,231 7,371 9,232 7,664 9,483 12,685
Leasing revenue 1,047 963 1,363 1,200 795 713
Property management fee and other services 345 303 423 400 390 412
Hotel Revenue 32 - - - - -
Interest income from real estate sales 40 111 109 180 168 504
Total Revenue 9,695 8,748 11,127 9,444 10,836 14,314

Cost
Cost of real estate sales 4,756 4,662 5,608 4,808 6,083 8,460
Cost of leasing 326 278 441 352 227 217
Cost of Hotel Services 31 - - - - -
Cost of services 192 196 268 273 286 295
Total Costs 5,305 5,136 6,317 5,433 6,596 8,972

Gross Profit 4,390 3,612 4,810 4,011 4,240 5,342

General, administrative and selling


expenses 2,396 2,017 2,771 2,693 2,864 3,235

Other Income (Expenses)


Interest and other income 629 347 470 398 568 573
Gain on change in fair value of
investment properties (7) 22 28 226 559 261
Gain (loss) on change in fair value
of derivative asset - - - - - (76)
Share in net earnings of JVs
and associate 2 4 4 9 7 11
Interest and other financing charges (970) (672) (918) (895) (948) (937)

Unrealized foreign exchange loss (gain) - - 1 3 2 (117)


Total Other Income (Expenses) (346) (299) (415) (259) 188 (285)

Income Before Tax 1,648 1,296 1,624 1,059 1,564 2,056

Provision for Income Tax 344 150 219 (210) 415 577

Net Income 1,304 1,146 1,405 1,269 1,149 1,479

Other Comprehensive Income


Net change in fair value of equity instruments
at fair value through OCI 0 0 0 0 (1) 0
Remeasurement (Loss) Gain on Defined
Benefit Plan 0 (5) 64 76 (37) (15)
Total Comprehensive Income 1,304 1,141 1,469 1,345 1,111 1,464

32
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

For the nine


(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)

2023 2022 2021 2020 2019


ASSETS
Current Assets
Cash and cash equivalents 3,832 4,131 3,693 2,474 4,005
Short-term investments 18 37 1,033 285 -
Receivables 10,383 9,845 9,295 11,491 10,967
Real estate inventories 16,659 17,724 16,143 14,651 15,558
Due from related parties 1,101 975 527 464 420
Advances to suppliers and
contractors 1,724 1,750 2,427 2,428 2,007
Investment in bonds - - - 464 -
Prepayments and other current
assets 2,002 1,642 1,895 1,810 1,409
Total Current Assets 35,719 36,104 35,013 34,067 34,366

Noncurrent Assets
Real estate receivables – net of
current portion 1,063 109 366 125 1,138
Investment in bonds - - - - 464
Investment in and advances to
JV 277 275 275 265 259
Deposits for purchased land 1,112 1,410 1,359 1,354 1,079
Investment properties 12,388 12,395 13,995 13,628 12,933
Property and equipment 2,480 2,484 1,816 1,784 1,648
Deferred tax assets – net 44 34 27 86 42
Other noncurrent assets 1,174 1,120 1,657 1,700 1,513
Total Noncurrent Assets 18,538 17,827 19,494 18,942 19,076

TOTAL ASSETS 54,257 53,931 54,507 53,009 53,442

LIABILITIES AND EQUITY


Current Liabilities
Accounts and other payables 5,627 4,995 5,251 5,592 5,703
Contract liabilities 3,282 2,769 3,049 1,458 1,784
Short-term debt 579 235 468 812 1,453
Current portion of long-term debt 3,980 2,192 5,468 5,447 5,462
Current portion of bonds payable 2,993 - 2,992 119 1,393
Current portion of liability for
purchased land 67 67 67 67 67
Current portion of lease liability 14 16 26 5 22
Due to related parties 390 358 317 270 171
Income tax payable 205 69 70 62 9
Other current liabilities 76 68 109 352 35
Total Current Liabilities 17,213 10,769 17,817 14,184 16,099

Noncurrent Liabilities

33
For the nine
(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)

2023 2022 2021 2020 2019


Long-term debt – net of current
portion 5,270 8,814 6,371 9,409 9,881
Bonds payable – net of current
portion 5,874 5,917 2,955 2,966 3,060
Liability for purchased land – net
of current portion 0 64 141 208 268
Lease liability – net of current
portion 9 12 32 - 40
Pension liabilities 252 231 280 373 307
Deposit for future stock
subscription - - - - 42
Deferred tax liabilities – net 2,557 2,542 2,648 2,952 2,708
Other noncurrent liabilities 1,726 1,790 1,913 1,786 1,421
Total Noncurrent Liabilities 15,688 19,370 14,340 17,694 17,727

Total Liabilities 32,901 30,139 32,157 31,878 33,826

Equity
Capital stock
Common Stock 6,201 6,201 6,201 6,201 6,201
Preferred Stock 16 16 16 16 -
Additional paid-in capital 5,525 5,525 5,525 5,525 2,640
Treasury shares (3,110) (110) (110) (110) (110)
Other components of equity (683) (683) (683) (683) 99
Retained earnings 11,120 10,514 9,814 9,029 8,734
Remeasurement Loss on
Defined Benefit Plan 18 17 (43) (118) (81)
Total equity attributable to
Parent Company 19,087 21,480 20,720 19,859 17,483
Non-controlling interests 2,269 2,312 1,630 1,272 2,133
Total Equity 21,356 23,792 22,350 21,131 19,616

TOTAL LIABILITIES AND


EQUITY 54,257 53,931 54,507 53,009 53,442

34
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine


(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)
2023 2022 2021 2020 2019
CASH FLOWS FROM
OPERATING ACTIVITIES
Income before income tax 1,648 1,624 1,059 1,565 2,056
Adjustments for:
Interest and other financing
charges 970 918 895 948 937
Loss (gain) from change in
fair value of derivative - - - - 76
Depreciation and
amortization 89 56 68 59 58
Retirement expense 21 47 50 54 41
Loss on pre-termination of
derivative - - - - 40
Gain from pre-termination of
lease contracts - - - (6) -
Impairment of investment in
associate - - - - -
Interest income (158) (163) (220) (263) (616)
Loss (gain) from change in
fair value of investment
properties 7 (28) (225) (559) (261)
Foreign exchange loss (gain) - - - - (116)
Impairment on investment in
joint venture - 3 - - -
Share in net earnings of joint
ventures and associate (2) (4) (9) (7) (11)
Loss (gain) on sale of
investment property - 1 34 13 (4)
Operating income before
working capital changes 2,575 2,454 1,651 1,804 2,199
Decrease (increase) in:
Receivables (1,451) (184) 2,135 489 (1,336)
Real estate inventories 1,483 127 (1,317) 1,455 2,735
Advances to suppliers and
contractors 26 677 1 (421) 230
Other assets (313) 306 (27) (650) (423)
Increase (decrease) in:
Accounts and other payables 608 (256) (8) (488) 759
Contract liabilities 513 (280) 1,591 (326) (510)
Liability from purchased land
intended for development (63) (77) (67) (60) (33)
Other liabilities (140) (80) (117) 590 418
Cash generated by (used in)
operations 3,237 2,686 3,841 2,392 4,038
Interest received 118 53 40 263 616
Interest and other financing
costs paid (960) (1,018) (1,150) (1,273) (1,944)
Income taxes paid (300) (288) (63) (137) (363)
Retirement benefits paid - (15) (31) (43) (6)
Net cash provided by (used in)
operating activities 2,094 1,418 2,637 1,203 2,341
CASH FLOWS FROM
INVESTING ACTIVITIES
Proceeds from:

35
For the nine
(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)
2023 2022 2021 2020 2019
Refund of deposits for
purchased land - - - - 182
Sale of investment
- 31
properties 93 29 157
Marginal deposits - - - - 32
Refund of rental deposits - - - 20 7
Sale of property and -
- 12
equipment - -
Maturity of short-term
investments 19 996 464 - -
Payments for:
Additions to investment
properties - (13) (269) (113) (1,251)
Additions to short-term
investments - - (747) (285) -
Additions to investment in
- - (464)
bonds - -
Additions to property and
equipment (81) (160) (29) (223) (355)
Deposits for purchased land - (81) (5) (275) (238)
Intangible assets (7) - (22) (5) (2)
Marginal deposits - - - - -
Acquisition of non-controlling
interest - - - (1,900) -
Collections from (advances to)
related parties (126) (443) (63) (45) (25)
Net cash used in investing
activities (195) 329 (566) (2,798) (1,957)
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from:
Short-term and long-term
debt 1,476 6,776 3,365 6,100 12,464
Issuance of preferred stock - - - 2,911 -
Deposits for preferred
shares 1 (30) - 56 412
Issuance of bonds payable 3,000 3,000 3,000 - 3,000
Additional investment from
non- controlling interest - 320 200 - 827
Deposits for future stock
subscription - - - - 42
Receipts of advances from
related parties 32 41 47 126 72
Payments for:
Short-term and long-term
(7,869)
debt (2,898) (6,751) (7,225) (14,807)
Deferred financing cost (82) (117) (83) (86) (150)
Cash dividends (216) (202) (327) (297) (126)
Dividends paid to non-
controlling interest (500) (200) (160) (96) -
Lease liabilities (11) (29) (24) (17) (11)
Deposits for preferred
-
shares - - - -
Bonds payable - (3,000) (119) (1,394) -
Bond issuance cost (3,000) - - (14) -
Stock issuance cost - - - - (52)
Net cash provided by
financing activities (2,198) (1,310) (852) 64 1,670

36
For the nine
(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)
2023 2022 2021 2020 2019
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS (299) 438 1,220 (1,531) 2,055
CASH AND CASH
EQUIVALENTS AT BEGINNING
OF YEAR 4,131 3,693 2,474 4,005 1,950
CASH AND CASH
EQUIVALENTS AT END OF
YEAR 3,832 4,131 3,693 2,474 4,005

FINANCIAL RATIOS
Please refer to the section entitled “Selected Financial Information” located on page 202 of
this Prospectus for further details.

For the nine (9) months For the years ended


In Million Pesos (₱) ended 30 September 31 December
(Unaudited) (Audited)
2023 2022 2022 2021 2020 2019
Net income attributable to the
equity holders of the parent
company 847 777 901 950 796 1,282
Dividends declared to preferred
shares 101 151 202 50 353 -
746 626 699 900 443 1,282
Weighted average number of
shares 11,600 11,600 11,600 11,600 11,600 11,600
EPS, basic / diluted (₱) 0.064 0.054 0.060 0.078 0.038 0.110

Gross Profit Margin


Revenue 9,695 8,748 11,126 9,444 10,836 14,314
Gross Profit 4,390 3,612 4,809 4,011 4,240 5,342
Gross Profit Margin (%) 45.3% 41.3% 43.2% 42.5% 39.1% 37.3%

NIAT Margin
Net income 1,304 1,146 1,405 1,269 1,149 1,479
Revenue 9,695 8,748 11,126 9,444 10,836 14,314
NIAT Margin (%) 13.5% 13.1% 12.6% 13.4% 10.6% 10.3%

Return on Asset (ROA)


Total annualized net income
after tax 1,739 1,528 1,405 1,269 1,149 1,479
Total asset current year 54,257 53,629 53,931 54,507 53,009 53,442
Total asset as of beginning
of period 53,931 54,507 54,507 53,009 53,442 49,366
Average total asset 54,094 54,068 54,219 53,758 53,225 51,404
ROA (%) 3.2% 2.8% 2.6% 2.4% 2.2% 2.9%

Return on Equity (ROE)


Total annualized net income
after tax 1,739 1,528 1,405 1,269 1,149 1,479
Total equity current year 21,356 23,460 23,792 22,350 21,131 19,616
Total equity prior year 23,792 22,350 22,350 21,131 19,616 17,463
Average total equity 22,574 22,905 23,071 21,740 20,373 18,539
ROE (%) 7.7% 6.7% 6.1% 5.8% 5.6% 8.0%

37
For the nine (9) months For the years ended
In Million Pesos (₱) ended 30 September 31 December
(Unaudited) (Audited)
2023 2022 2022 2021 2020 2019
Interest coverage ratio
Total net income after tax 1,304 1,146 1,405 1,269 1,149 1,479
Add: Provision for income tax 344 150 219 (210) 415 577
Add: Interest expense 890 581 796 795 784 748
EBIT 2,538 1,877 2,420 1,855 2,349 2,804
Interest expense 890 581 796 795 784 748
Interest coverage ratio (x) 2.85 3.23 3.04 2.33 3.00 3.75

Debt service coverage ratio


Total debt service excluding sale of
receivables with recourse and
refinancing 3,590 4,853 6,230 4,538 4,538 3,367
Add: Cash and cash equivalents 3,842 3,328 4,131 3,693 2,474 4,005
Cash Before Debt Service 7,432 8,180 10,361 8,231 7,012 7,372
Divide: Debt service 3,590 4,853 6,230 4,538 4,538 3,367
Debt service coverage ratio (x) 2.07 1.69 1.66 1.81 1.55 2.19

Current ratio
Current Assets 35,720 33,951 36,104 35,013 34,067 34,366
Current Liabilities 17,213 11,435 10,769 17,817 14,183 16,099
Current ratio (x) 2.1 3.0 3.4 2.0 2.4 2.1

Quick Ratio
Current Assets 35,720 33,951 36,104 35,013 34,067 34,366
Inventory 16,659 15,519 17,723 16,143 14,651 15,558
Quick Assets 19,061 18,432 18,380 18,870 19,416 18,807
Current Liabilities 17,213 11,435 10,769 17,817 14,184 16,099
Quick Ratio (x) 1.1 1.6 1.7 1.1 1.4 1.2

Debt to equity ratio


Short-term debt 579 304 235 468 812 1,453
Current portion of long-term debt 3,980 2,600 2,192 5,468 5,447 5,462
Current portion of bonds payable 3,000 0 0 2,992 119 1,393
Long-term debt – net of current
Portion 5,270 8,070 8,814 6,371 9,409 9,881
Bonds payable – net of current 5,867 5,909 5,917 2,955 2,966 3,060
Debt 18,695 16,883 17,159 18,254 18,753 21,248
Equity 21,356 23,460 23,792 22,350 21,131 19,616
Debt to equity ratio (x) 0.9 0.7 0.7 0.8 0.9 1.1

Net debt to equity ratio


Debt 18,695 16,883 17,159 18,254 18,753 21,248
Less: Cash and cash equivalents 3,832 3,328 4,131 3,693 2,474 4,005
Net Debt 14,864 13,556 13,028 14,561 16,279 17,243
Total Equity 21,356 23,460 23,792 22,351 21,131 19,616
Net debt to equity ratio (x) 0.7 0.6 0.5 0.7 0.8 0.9

EBITDA
Net income after tax 1,304 1,146 1,405 1,269 1,149 1,479
Provision for income tax 344 150 219 (210) 415 577
Income before Income Tax 1,648 1,296 1,624 1,059 1,564 2,056
Interest expense 890 581 796 795 784 748
Depreciation and amortization 89 46 56 68 59 58
EBITDA 2,627 1,923 2,476 1,922 2,408 2,861

Debt
Debt 18,695 16,883 17,159 18,254 18,753 21,248
EBITDA (Annualized for Interim) 3,502 2,564 2,476 1,922 2,408 2,861
Debt-to-EBITDA (x) 5.3 6.6 6.9 9.5 7.8 7.4

38
For the nine (9) months For the years ended
In Million Pesos (₱) ended 30 September 31 December
(Unaudited) (Audited)
2023 2022 2022 2021 2020 2019

Net Debt 14,864 13,556 13,028 14,561 16,279 17,243


EBITDA (Annualized for Interim) 3,502 2,564 2,476 1,922 2,408 2,861
Net Debt-to-EBITDA 4.2 5.3 5.3 7.6 6.8 6.0

Asset to equity ratio


Total Assets 54,257 53,629 53,931 54,507 53,009 53,442
Total Equity 21,356 23,460 23,792 22,350 21,131 19,616
Asset to equity ratio (x) 2.5 2.3 2.3 2.4 2.5 2.7

Total Liabilities / Total Equity


Total Liabilities 32,901 30,169 30,139 32,156 31,878 33,826
Total Equity 21,356 23,460 23,792 22,350 21,131 19,616
Total Liabilities / Total Equity 1.5 1.3 1.3 1.4 1.5 1.7

Notes:

1) These financial ratios are not required by and are not a measure of performance under PFRS. Investors should
not consider these financial ratios in isolation or as an alternative to net income as an indicator of the Group’s
operating performance or to cash flow from operating, investing and financing activities as a measure of
liquidity, or any other measures of performance under PFRS. Because there are various calculation methods
for these financial ratios, the Group’s presentation of these measures may not be comparable to similarly titled
measures used by other companies.
2) Gross Profit is the Group’s Core Revenue (Real estate sales, Leasing revenue, Property management fee and
other services, Interest income from accretion) less its Direct Costs (Cost of real estate sales, Cost of Leasing,
Cost of services). Gross Profit Margin is computed by dividing the Group’s Gross Profit by its Core Revenue.
3) NIAT Margin is computed by dividing Net income attributable to the owners of the parent company by its Core
Revenue.
4) Return on assets is calculated by dividing net income (net income for the nine (9)-month period ended 30
September divided by three multiplied by four) for the period by average total assets (beginning plus end of
the period divided by two).
5) Return on equity is calculated by dividing net income (net income for the nine (9)-month period ended 30
September divided by three multiplied by four) for the period by average total equity (beginning plus end of the
period divided by two).
6) Interest coverage ratio is equal to earnings before interest and taxes (“EBIT”) divided by interest expenses.
7) Debt service coverage ratio is equal to the sum of the Company’s total debt service for the period and cash
and cash equivalents divided by the total debt service. Debt service means debt principal amortizations,
interest payments, financing fees and charges during such period, with the exclusion of payments made for
the period pertaining to refinancing activities and rediscounting of receivables transactions sold on a with
recourse basis.
8) Current ratio is obtained by dividing the Current Assets of the Group by its Current liabilities. This ratio is used
as a test of the Group’s liquidity.
9) Quick ratio is calculated by dividing Quick Assets (Current Assets less Inventory) of the Group by its Current
Liabilities. This ratio is used as a test of the Group’s liquidity.
10) Debt to EBITDA is calculated by dividing EBITDA (EBITDA for the nine (9)-month period ended 30 September
divided by three multiplied by four) for the period by total interest-bearing debt.
11) Debt to Equity ratio computed by dividing total interest-bearing debt (includes short-term and long-term debts
and bonds payable) by total equity.
12) Net debt-to-equity ratio is calculated as total interest-bearing debt minus cash and cash equivalents divided
by total equity as of the end of the period.
13) Asset-to-equity ratio is total assets over total equity.
14) Liabilities-to-equity ratio is total liabilities over total equity.
15) EBITDA is computed by adding back provision for income tax, interest expense and depreciation and
amortization to the net income for the period.

39
SUMMARY OF THE OFFERING
The following does not purport to be a complete listing of all the rights, obligations and
privileges attaching to or arising from the offer of the Series B Preferred Shares. Prospective
shareholders are enjoined to perform their own independent investigation and analysis of the
Company and the Series B Preferred Shares. Each prospective shareholder must rely on its
own appraisal of the Company and the proposed equity raising and its own independent
verification of the information contained herein and any other investigation it may deem
appropriate for the purpose of determining whether to participate in the proposed equity raising
and must not rely solely on any statement or the significance, adequacy or accuracy of any
information contained herein. The information and data contained herein are not a substitute
for the prospective shareholder’s independent evaluation and analysis.

The following summary is qualified in its entirety by, and should be read in conjunction with,
the more detailed information appearing elsewhere in this Prospectus. This overview may not
contain all of the information that prospective investors should consider before deciding to
invest in the Series B Preferred Shares. Accordingly, any decision by a prospective investor
to invest in the Series B Preferred Shares should be based on a consideration of this
Prospectus as a whole. Should there be any inconsistency between the summary below and
the final documentation, the final documentation shall prevail. Any specific time of day shall
refer to Philippine Standard Time.

Issuer Century Properties Group Inc.

Instrument Perpetual, cumulative, non-participating, non-voting, redeemable, non-


convertible, Philippine Peso-denominated Series B Preferred Shares
(“Offer Shares” or “Series B Preferred Shares”)

Issue Size Primary offering of 20 million Series B Preferred Shares (“Firm Shares”)
worth an aggregate issue amount of ₱2.0 billion (“Base Offer”) with an
oversubscription option of up to 20 million Series B Preferred Shares
(“Oversubscription Option Shares”) worth an aggregate issue amount
of up to ₱2.0 billion (“Oversubscription Option”, and together with the
Base Offer, the “Offer”).

Sole Issue China Bank Capital Corporation


Manager,
Lead Underwriter
and Sole
Bookrunner

Registration and To be registered with the Securities and Exchange Commission (“SEC”)
Listing and listed on the Main Board of The Philippine Stock Exchange, Inc.
(“PSE”) subject to compliance with applicable SEC regulations and PSE
listing rules.

The Series B Preferred Shares are expected to be listed on the Main


Board of the PSE under the symbol “CPGPB”.

Listing Date 22 February 2024 or such other date when the Series B Preferred Shares
are to be listed on the Main Board of the PSE.

Use of Proceeds The net proceeds from the Offer shall be used by the Company to finance
the following:

40
(a) the payment of the principal amount of CPGI’s Fixed Rate 3-Year
Bonds with coupon rate of 4.8467% issued on 1 March 2021;

(b) the partial funding for strategic land banking of PHirst Park
Homes;

(c) the partial funding for capital expenditures of Azure North


development; and

(d) the general corporate requirements.

The net proceeds of the Offer will either be (a) infused as equity into, or
(b) on lent to, CPGI’s respective operating Subsidiaries.

Par Value The Offer Shares shall have a par value of ₱0.53 per share.

Offer Price The Series B Preferred Shares shall be offered at a price of ₱100.00 per
share.

Initial Dividend 7.5432% per annum


Rate
Dividend Rate As and if cash dividends are declared by the Board of Directors, cash
dividends on the Series B Preferred Shares shall be at the “Initial
Dividend Rate”, subject to step-up as provided below.

“Dividend Rate” means (a) from the Listing Date up to the Step-Up Date,
the Initial Dividend Rate, and (b) from the Step-Up Date, unless the Series
B Preferred Shares are redeemed, the higher of the Initial Dividend Rate
and the Dividend Rate Step-Up. The Dividend Rate shall be calculated on
a 30/360-day basis.

Dividend Rate If the Series B Preferred Shares are not redeemed by the fourth (4th)
Step-Up anniversary of the Listing Date (such date, the “Step-Up Date”), the
Dividend Rate shall be adjusted to the higher of:

(a) the Initial Dividend Rate; or

(b) a Dividend Rate equal to the sum of the Step-Up Benchmark Rate
and five hundred (500) basis points.

If the Series B Preferred Shares are not redeemed within the period for
optional redemption in respect of a Change of Control Event or an
Indebtedness Default Event, the Dividend Rate shall be adjusted to a
Dividend Rate equal to the prevailing Dividend Rate plus two hundred and
fifty (250) basis points. Such Dividend Rate step-up shall apply on a per
event basis.

If the Series B Preferred Shares are not redeemed within the period for
optional redemption in respect of a Tax Event, the Dividend Rate shall be
adjusted to a Dividend Rate equal to the prevailing Dividend Rate plus
such amount as would fully compensate the holder of the Series B
Preferred Shares for any reduction in dividend to such holder as a result
of the Tax Event. Such Dividend Rate step-up shall apply on a per event

41
basis. If the Tax Event does not result in any such reduction, then no
Dividend Rate step-up shall occur in respect of said Tax Event.

Step-Up The Step-Up Benchmark Rate will be equivalent to the simple average of
Benchmark Rate the seven (7)-year PHP BVAL reference rate as published on the website
of the Philippine Dealing System, or if unavailable, the Philippine Dealing
& Exchange Corp. or PDEx page of Bloomberg (or such successor
website or page of the publication agent or electronic service provider) for
each of the three (3) Business Days immediately preceding and inclusive
of the Step-Up Date.

In the event that BVAL is replaced by a new benchmark rate as


determined by the Bankers Association of the Philippines (“BAP”) or the
BSP, such new benchmark rate shall be adopted for purposes of
determining the Dividend Rate (the “New Benchmark Rate”). In the
absence of such New Benchmark Rate as determined by the BAP or the
BSP and there is a mandatory directive by the BAP or the BSP to no
longer use or apply BVAL, the Company and the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner shall negotiate to adopt an
alternative rate that will serve as the New Benchmark Rate.

Dividend Payment Cash dividends on the Series B Preferred Shares will be payable quarterly
Date starting on the third month after the Listing Date and every last day of
each three (3)-month period thereafter, each a “Dividend Payment
Date”, being the last day of each Dividend Period following the relevant
Listing Date, as and if declared by the Board of Directors in accordance
with the terms and conditions of the Series B Preferred Shares.

A “Dividend Period” shall refer to the period commencing on the Listing


Date and having a duration of three (3) months, and thereafter, each of
the successive periods of three (3) months commencing on the last day
of the immediately preceding Dividend Period up to, but excluding, the
first day of the immediately succeeding Dividend Period.

If a Dividend Payment Date occurs after the end of a Dividend Period,


there shall be no adjustment as to the amounts of dividends to be paid.
The dividends on the Series B Preferred Shares will be calculated on a
30/360-day basis.

If the Dividend Payment Date is not a Business Day, dividends will be paid
on the next succeeding Business Day, without adjustment as to the
amount of dividends to be paid.

Conditions on The declaration and payment of cash dividends for each Dividend Period
Declaration and will be subject to the sole and absolute discretion of the Board of Directors
Payment of Cash of the Company, to the extent permitted by applicable laws and
Dividends regulations, and subject to the covenants (financial or otherwise) in the
agreements to which the Company is a party.

The Board of Directors will not declare and pay dividends for any Dividend
Period where payment of such dividends would cause the Company to
breach any of its covenants (financial or otherwise).

42
If the profits available to distribute as dividends or distributions are, in the
Board’s reasonable opinion, not sufficient to enable the Company to pay
in full, on the same date, both dividends on the Series B Preferred Shares
and the dividends or distributions on other securities that are scheduled
to be paid on or before the same date as the dividends on the Series B
Preferred Shares, and have an equal right to dividends or distributions as
the Series B Preferred Shares, the Company is required: first, to pay in
full, or to set aside an amount equal to, all dividends or distributions
scheduled to be paid on or before that dividend or distribution payment
date, and any arrears on past cumulative dividends or distributions, on
any securities with a right to dividends or distributions ranking in priority
to that of the Series B Preferred Shares; and second, to pay dividends or
distributions on the Series B Preferred Shares and any other securities
ranking equally with the Series B Preferred Shares as to participation in
profits, pro rata to the amount of the cash dividends or distributions
scheduled to be paid to them. The amount scheduled to be paid will
include the amount of any dividends or distributions payable on that date
and any arrears on past cumulative dividends or distributions on any
securities ranking equal in the right to dividends or distributions with the
Series B Preferred Shares.

The profits available for distribution are, in general and with some
adjustments, equal to the Company’s accumulated, realized profits less
accumulated, realized loss. Dividends on the Series B Preferred Shares
will be cumulative. If for any reason the Company’s Board does not
declare a dividend on the Series B Preferred Shares for a Dividend
Period, the Company will not pay dividends for that Dividend Period.
However, on any future Dividend Payment Date on which dividends are
declared, holders of the Series B Preferred Shares must receive the
dividends due them on such Dividend Payment Date as well as all
dividends accrued and unpaid to the holders of the Series B Preferred
Shares prior to such Dividend Period.

Holders of Series B Preferred Shares shall not be entitled to participate in


any other or further dividends beyond the dividends specifically payable
on the Series B Preferred Shares.

The Company shall covenant that, in the event that (a) any dividends due
with respect to any Series B Preferred Shares then outstanding for any
period are not declared and paid in full when due, (b) any dividends in
which the declaration and/or payment have been deferred, in respect of
prior Dividend Periods (the “Arrears of Dividends”), or (c) there remains
any other amounts payable under the Series B Preferred Shares terms
and conditions are not paid in full when due for any reason:

a) It will not declare or pay any dividends or other distributions in


respect of, or repurchase or redeem, securities ranking junior or pari
passu to Series B Preferred Shares (or contribute any moneys to a
sinking fund for the redemption of any securities ranking junior or
pari passu to the Series B Preferred Shares); and

b) Subject to legal requirements, the Company will procure that no


subsidiary over which the Company has a Controlling Participation
(as defined below) will pay any discretionary dividends or other
discretionary distributions on, or at the Company’s discretion

43
repurchase or redeem, any security ranking senior to the respective
subsidiary's common shares other than those senior securities held
by the Company or a wholly-owned subsidiary thereof (or contribute
any moneys to a sinking fund for the purposes of any such
redemption).

“Controlling Participation” shall refer to the possession, directly or


indirectly, of the power to direct or cause the direction of the affairs or
management of the Company, whether through the ownership of voting
securities, as trustee or executor, by contract or otherwise, including,
without limitation, the ownership, directly or indirectly, of securities having
the power to elect at least a majority of the board of directors or similar
body governing the affairs of the Company.

Optional As and if approved by the Board of Directors (or the Executive


Redemption and Committee), the Company may redeem the Series B Preferred Shares on
Purchase the second (2nd) anniversary of the Listing Date or on any Dividend
Payment Date thereafter (each an “Optional Redemption Date”), in
whole but not in part, without preference or priority, at the redemption
price (the “Redemption Price”) equal to the relevant Offer Price of the
Series B Preferred Shares plus all dividends due them on such Optional
Redemption Date as well as all Arrears of Dividends.

The Company may also redeem the Series B Preferred Shares, in whole
but not in part, at any time prior to any Optional Redemption Date if (a) an
Accounting Event or a Tax Event has occurred and is continuing, having
given not more than sixty (60) days nor less than thirty (30) days’ notice
prior to the intended date of redemption; or (b) a Change of Control Event
or an Indebtedness Default Event has occurred and is continuing, having
given at least ten (10) days’ notice prior to the intended date of
redemption. A notice of redemption given hereunder shall be irrevocable
and binding upon the Company to effect such redemption. In the event of
an exercise of the redemption option in respect of any Accounting Event,
Tax Event, Change of Control Event, or Indebtedness Default Event, the
redemption due shall be made by the Company at the Redemption Price,
which shall be paid within five (5) Business Days of the exercise of the
right to redeem the Series B Preferred Shares.

Upon listing on the PSE, the Company may purchase the Series B
Preferred Shares at any time in the open market or by public tender or by
private contract at any price through the PSE without the obligation to
purchase or redeem any other outstanding Series B Preferred Shares.
The Series B Preferred Shares so purchased may either be redeemed
and cancelled (after the Optional Redemption Date) or kept as treasury
shares, as applicable.

Accounting Event An accounting event (“Accounting Event”) shall occur if an opinion of a


recognized accountancy firm authorized to perform auditing services in
the Philippines has been delivered to the Company stating that the Series
B Preferred Shares may no longer be recorded as equity in the audited
consolidated financial statements of the Company prepared in
accordance with Philippine Financial Reporting Standards (“PFRS”), or
such other accounting standards which succeed PFRS as adopted by the
Company for the preparation of its audited consolidated financial

44
statements for the relevant financial year, and such event cannot be
avoided by use of reasonable measures available to the Company.

Tax Event A tax event (“Tax Event”) shall occur if payments on the Series B
Preferred Shares become subject to additional or higher withholding tax
or any new tax (including a higher rate of an existing tax) as a result of
certain changes in law, rule or regulation, or in the interpretation or
application thereof, and such tax cannot be avoided by use of reasonable
measures available to the Company.

Change of Control A change of control event (“Change of Control Event”) shall occur if any
Event person or group of related persons, other than the CPGI Principal
Shareholders, becomes the beneficial owner(s), directly or indirectly, of a
higher percentage of the total voting power of the outstanding voting stock
of the Company than the aggregate percentage of the total voting power
of the outstanding voting stock of the Company beneficially owned,
directly or indirectly, by the CPGI Principal Shareholders.

“CPGI Principal Shareholders” means (A) Jose E.B. Antonio, Hilda R.


Antonio, John Victor R. Antonio, Jose Marco R. Antonio, Jose Carlo R.
Antonio, and Jose Roberto R. Antonio; and (B) any Affiliate of the
foregoing.

For purposes of the foregoing definition, “Affiliate” means, with respect


to any person, any other person (i) directly or indirectly controlling,
controlled by, or under direct or indirect common control with, such
person; or (ii) who is a spouse, child or step child, parent or step parent,
brother, sister, step brother or step sister, parent-in-law, grandchild,
grandparent, uncle, aunt, nephew or niece of a person described in (A).

For purposes of this definition, “control” (including, with correlative


meanings, the terms “controlling,” “controlled by” and “under common
control with”), as applied to any person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership
of voting securities, by contract, or otherwise.

Indebtedness An indebtedness default event (“Indebtedness Default Event”) shall


Default Event occur if: (a) any other present or future indebtedness of the Company or
any of its Subsidiaries for or in respect of moneys borrowed or raised
becomes (or becomes capable of being declared) due and payable prior
to its stated maturity by reason of any actual or potential default, event of
default, or the like (howsoever described); or (b) any such indebtedness
is not paid when due or, as the case may be, within any originally
applicable grace period; or (c) the Company or any of its Subsidiaries fails
to pay when due any amount payable by it under any present or future
guaranty or suretyship for, or indemnity in respect of, any moneys
borrowed or raised, provided that the aggregate amount of the relevant
indebtedness, guaranties, suretyships, and indemnities in respect of
which one or more of the events mentioned above in this definition have
occurred equals or exceeds ₱500,000,000 (or its equivalent in any other
currency or currencies on the basis of the middle spot rate for the relevant
currency against the Philippine Peso as quoted by any leading bank on
the day on which a calculation is made).

45
No Sinking Fund The Company is not legally required to establish, has not established,
and currently has no plans to establish, a sinking fund for the redemption
of the Series B Preferred Shares.

Taxation All payments in respect of the Series B Preferred Shares are to be made
free and clear of any deductions or withholding for or on account of any
present or future taxes or duties imposed by or on behalf of the Republic
of the Philippines, including, but not limited to, stamp, issue, registration,
documentary, value-added or any similar tax or other taxes and duties,
including interest and penalties. If such taxes or duties are imposed, the
Company will pay additional amounts so that holders of the Series B
Preferred Shares will receive the full amount of the relevant payment
which otherwise would have been due and payable; provided, however,
that the Company shall not be liable for, and the foregoing payment
undertaking of the Company shall not apply to:

(a) any withholding tax applicable to dividends earned by or on any


amounts payable to the holders of the Series B Preferred Shares;

(b) any income tax (whether or not subject to withholding), percentage


tax (such as stock transaction tax), documentary stamp tax or other
applicable taxes on the redemption of the Series B Preferred
Shares or on the liquidating distributions as may be received by a
holder of Series B Preferred Shares;

(c) any expanded value-added tax which may be payable by any holder
of the Series B Preferred Shares on any amount to be received from
the Company under the terms and conditions of the Series B
Preferred Shares;

(d) any withholding tax on any amount payable to any holder of Series
B Preferred Shares or any entity which is a non-resident foreign
corporation; and

(e) any applicable taxes on any subsequent sale or transfer of the


Series B Preferred Shares by any holder of the Series B Preferred
Shares which shall be for the account of the said holder (or the
buyer in case such buyer shall have agreed to be responsible for
the payment of such taxes).

All sums payable by the Company to tax-exempt entities shall be paid in


full without deductions for taxes, duties, assessments or governmental
charges provided said entities present sufficient proof of such tax-exempt
status from the tax authorities.

Any documentary stamp tax for the issuance of the Series B Preferred
Shares and the recording thereof in the name of a Preferred Shareholder
under the Offer shall be paid for by the Company. After the Listing Date,
taxes generally applicable to a subsequent sale of the Series B Preferred
Shares by any Preferred Shareholder, including receipt by such Preferred
Shareholder of a redemption payment, shall be for the account of the said
Preferred Shareholder.

46
Form, Title and The Series B Preferred Shares will be issued in scripless form through the
Registration of the electronic book-entry system of the Registrar for the Offer, and lodged
Preferred Shares with the Depository Agent on the Listing Date through the PSE Trading
Participants nominated by the accepted Applicants. For this purpose,
Applicants shall indicate in the proper space provided for in the
Application to Purchase forms to be issued and circulated in connection
with the Offer (together with the required documents, the “Application”)
the name of the Trading Participants under whose name their Series B
Preferred Shares will be registered.

After the Listing Date, Preferred Shareholders may request their


nominated PSE Trading Participants to facilitate the conversion of their
scripless Series B Preferred Shares into stock certificates. Any expense
that will be incurred in relation to such issuance of stock certificates shall
be for the account of the requesting Preferred Shareholder.

Legal title to the Series B Preferred Shares will be shown in an electronic


register of shareholders (the “Registry of Shareholders”) which shall be
maintained by the Registrar. The Registrar shall send a transaction
confirmation advice confirming every receipt or transfer of the Series B
Preferred Shares that is effected in the Registry of Shareholders (at the
cost of the requesting Shareholder). The Registrar shall send (at the cost
of the Company) at least once every quarter, a statement of account to all
Preferred Shareholders named in the Registry of Shareholders, except
certificated Preferred Shareholders and depository participants,
confirming the number of Series B Preferred Shares held by each
Preferred Shareholder on record in the Registry of Shareholders. Such
Statement of Account shall serve as evidence of ownership of the relevant
Preferred Shareholder as of the given date thereof. Any request by a
Preferred Shareholder for certifications, reports or other documents from
the Registrar, except as provided herein, shall be for the account of the
requesting Preferred Shareholder.

Selling and Initial placement and subsequent transfers of interests in the Series B
Transfer Preferred Shares shall be subject to normal selling restrictions for listed
Restrictions securities as may prevail in the Philippines from time to time.

Governing Law The Series B Preferred Shares will be issued pursuant to the laws of the
Republic of the Philippines.

FEATURES OF THE PREFERRED SHARES


Status The Series B Preferred Shares shall constitute the direct and unsecured
subordinated obligations of the Company ranking at least pari passu in all
respects and ratably without preference or priority among themselves.

The obligations of the Company in respect of the Series B Preferred


Shares will, in the event of the winding-up of the Company (subject to and
to the extent permitted by applicable law), rank:

(a) junior to all unsubordinated obligations of the Company (other than


Parity Securities) and any obligation assumed by the Company
under any guarantee of, or any indemnity in respect of, any
obligation or commitment which rank or are expressed to rank
senior to the Series B Preferred Shares;

47
(b) pari passu with each other and with any Parity Securities of the
Company; and

(c) senior only to the Company’s Junior Securities.

“Parity Securities” means: (i) any instrument, security (including


preferred shares) or obligation issued or entered into by the Company
which ranks, or is expressed to rank, by its terms or by operation of law,
pari passu with the Series B Preferred Shares; and (ii) any security
guaranteed by, or subject to the benefit of an indemnity entered into by,
the Company where the Company’s obligations under the relevant
guarantee or indemnity rank, or are expressed to rank, pari passu with the
Company’s obligations under the Series B Preferred Shares.

“Junior Securities” means (i) the common shares of the Company; (ii)
any instrument, security or obligation issued or entered by the Company
which ranks, or is expressed to rank, junior to the Series B Preferred
Shares; and (iii) any security guaranteed by, or subject to the benefit of
an indemnity entered into by, the Company where the Company’s
obligations under the relevant guarantee or indemnity rank, or are
expressed to rank, junior to the Company’s obligations under the Series
B Preferred Shares.

The Company is at liberty from time to time without the consent of the
holders of the Series B Preferred Shares to create and issue additional
preferred shares or other securities either (a) ranking at least pari passu
in all respects with the Series B Preferred Shares, or (b) upon such terms
as to ranking, distributions, conversion, redemption and otherwise as the
Company may determine at the time of the issue.

Cumulative Dividends on the Series B Preferred Shares will be cumulative. If for any
Dividends reason the Board of Directors of the Company does not declare a dividend
on the Series B Preferred Shares for a Dividend Period, the Company will
not pay a dividend on the Dividend Payment Date for that Dividend Period.
However, on any future Dividend Payment Date on which dividends are
declared, holders of the Series B Preferred Shares must receive the
dividends due them on such Dividend Payment Date as well as all Arrears
of Dividends.

Non-Participating Holders of the Series B Preferred Shares shall not be entitled to


participate in any other or future dividends beyond the dividends
specifically payable on the Series B Preferred Shares.

No Voting Rights Holders of the Series B Preferred Shares shall not be entitled to vote at
the Company’s stockholders’ meetings, except as otherwise provided by
law.

Non-Convertible Holders of the Series B Preferred Shares shall have no right to convert
the Series B Preferred Shares to any other preferred shares, common
shares, or other securities of the Company.

48
No Pre-emptive Holders of the Series B Preferred Shares shall have no pre-emptive rights
Rights to subscribe to any shares (including, without limitation, treasury shares)
that will be issued or sold by the Company.

Liquidation Rights In the event of a return of capital in respect of the Company’s winding up
or otherwise (whether voluntarily or involuntarily) but not on a redemption
or purchase by the Company of any of its share capital, the holders of the
Series B Preferred Shares at the time outstanding will be entitled to
receive, in Philippine Pesos out of the assets of the Company available
for distribution to shareholders, together with the holders of any other
securities of the Company ranking, as regards repayment of capital, pari
passu with the Series B Preferred Shares and before any distribution of
assets is made to holders of any class of the securities of the Company
ranking after the Series B Preferred Shares as regards repayment of
capital, liquidating distributions in an amount equal to the Offer Price of
the Series B Preferred Shares plus an amount equal to any dividends
declared but unpaid in respect of the previous dividend period and any
accrued and unpaid dividends for the then-current dividend period to (and
including) the date of commencement of the winding up of the Company
or the date of any such other return of capital, as the case may be. If, upon
any return of capital in the winding up of the Company, the amount
payable with respect to the Series B Preferred Shares and any other
securities of the Company ranking as to any such distribution pari passu
with the Series B Preferred Shares is not paid in full, the holders of the
Series B Preferred Shares and of such other securities will share ratably
in any such distribution of the assets of the Company in proportion to the
full respective preferential amounts to which they are entitled. After
payment of the full amount of the liquidating distribution to which they are
entitled, the holders of the Series B Preferred Shares will have no right or
claim to any of the remaining assets of the Company and will not be
entitled to any further participation or return of capital in a winding up.

OTHER TERMS OF THE OFFER


Expected The timetable of the Offer is expected to be as follows:
Timetable
SEC en Banc approval 4 January 2024
and issuance of Pre-
effective Clearance
Issuance of Notice of 25 January 2024
PSE Board Approval
Initial Dividend Rate 1 February 2024
Setting Date
Issuance of Permit to Sell 5 February 2024
and Order of Registration
Offer Period 6 February 2024 to 13
February 2024
PSE Trading Participants’ 6 February 2024 to 8 February
Commitment Period 2024
Release of Notice of PSE 12 February 2024
Trading Participants’
Allocation
Listing Date and 22 February 2024
commencement of
trading on the PSE

49
The dates indicated above are subject to the approval of the PSE and the
SEC, market and other conditions, and may be changed.

Offer Period The offer period shall commence at 11:00 a.m. on 6 February 2024 and
end at 12:00 noon on 13 February 2024 or such earlier or later day as
may be mutually agreed upon by the Issuer and the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner (the “Offer Period”). The Issuer
and the Sole Issue Manager, Lead Underwriter and Sole Bookrunner
reserve the right to extend or terminate the Offer Period with the approvals
of the SEC and the PSE, as applicable.

An application to subscribe to the Series B Preferred Shares shall be


considered irrevocable upon submission to the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner, the Receiving Agent or a Selling Agent
of a duly executed Application to Purchase form to subscribe to the Series
B Preferred Shares. The Application shall be subject to the terms and
conditions of the Offer as stated in the Prospectus and the Application to
Purchase.

Applications to Purchase must be received by the Sole Issue Manager,


Lead Underwriter and Sole Bookrunner or the Receiving Agent not later
than 12:00 noon on 13 February 2024. Applications to Purchase received
thereafter or without the required documents and/or full payments will be
rejected. The Company may waive any requirement for the acceptance of
an Application.

Minimum Each application to purchase the Series B Preferred Shares shall be for
Subscription to the a minimum of 500 Series B Preferred Shares, and thereafter, in multiples
Series B Preferred of 100 Series B Preferred Shares. No application for multiples of any other
Shares number of Series B Preferred Shares will be considered or accepted.

Eligible Investors The Series B Preferred Shares may be owned or subscribed to by any
person, partnership, association or corporation regardless of nationality,
provided that the Company may reject an Application or reduce the
number of Series B Preferred Shares applied for subscription or purchase
for purposes of complying with any applicable constitutional or statutory
minimum Filipino ownership requirement. In determining compliance with
such nationality requirement, the required percentage of Filipino
ownership shall be applied to both (a) the total number of outstanding
shares of stock entitled to vote in the election of directors, and (b) the total
number of outstanding shares of stock, whether or not entitled to vote in
the election of directors, as set out in applicable regulations.

Law may restrict subscription to the Series B Preferred Shares in certain


jurisdictions. Foreign investors interested in subscribing to or purchasing
the Series B Preferred Shares should inform themselves of the applicable
legal requirements under the laws and regulations of the countries of their
nationality, residence or domicile, and as to any relevant tax or foreign
exchange control laws and regulations affecting them personally. Foreign
investors, both corporate and individual, warrant that their purchase of the
Series B Preferred Shares will not violate the laws of their jurisdiction and
that they are allowed to acquire, purchase and hold the Series B Preferred
Shares.

50
Procedure for Applications to Purchase may be obtained from the Sole Issue Manager,
Application Lead Underwriter and Sole Bookrunner or the Selling Agents. All
Applications shall be evidenced by the Application to Purchase, duly
executed in each case by the Applicant or an authorized signatory of the
Applicant and accompanied by two completed specimen signature cards,
the corresponding payment for the Series B Preferred Shares covered by
the Application to Purchase and all other required documents including
documents required for registry with the Registrar and Depository Agent.

The duly executed Application to Purchase and required documents


should be submitted to the Sole Issue Manager, Lead Underwriter and
Sole Bookrunner, Receiving Agent or the Selling Agents on or prior to the
set deadlines for submission of Applications to the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner, the Receiving Agent, and the
Selling Agents, respectively.

If the Applicant is a corporation, partnership, or trust account, the


Application must be accompanied by the following documents:

i. a certified true copy of the Applicant’s latest articles of


incorporation and by-laws, general information sheet or equivalent
constitutive documents, each as amended to date, duly certified
by the corporate secretary (or equivalent officer);

ii. a certified true copy of the Applicant’s SEC certificate of


registration, duly certified by the corporate secretary (or equivalent
officer);

iii. a duly notarized corporate secretary’s certificate setting forth the


resolution of the Applicant’s board of directors or equivalent body
authorizing (i) the purchase of the Series B Preferred Shares
indicated in the Application, and (ii) the designated signatories
authorized for the purpose, including their respective specimen
signatures;

iv. two (2) duly accomplished signature cards containing the


specimen signatures of the Applicant’s authorized signatories,
validated by its Corporate Secretary or by an equivalent officer/s
who is/are authorized signatory/ies together with copies of two (2)
valid government-issued identification cards of the Applicant’s
authorized signatory/ies;

v. validly issued taxpayer identification number issued by the BIR;


and

vi. such other documents as may be reasonably required by the Sole


Issue Manager, Lead Underwriter and Sole Bookrunner or the
Receiving Agent in the implementation of its internal policies
regarding “knowing your customer” and anti-money laundering.

For foreign corporate and institutional Applicants, in addition to the


documents required in the paragraph above, four (4) copies of a
representation and warranty statement that the purchase of the Series B
Preferred Shares will not violate the laws of their jurisdiction of

51
incorporation or organization, and that they are allowed under such laws
to acquire, purchase, and hold the Series B Preferred Shares.

As required under the listing rules of the PSE, the Offer Shares must be
in scripless form and lodged with the PDTC. In the event an Applicant
does not have a nominated Trading Participant (“TP”), the Applicant may
apply for opening of a securities trading account with any TP for the
lodgment of the Offer Shares. A list of the TPs and their contact
information is provided in https://www.pse.com.ph/directory/.

Applicants may also apply for opening of a trading account with the Sole
Issue Manager, Lead Underwriter and Sole Bookrunner’s affiliated
brokerage house, as provided below and nominate the entity as its
endorsing PSE Trading Participant.

Default Trading Website Access/ Contact


Participant Details
China Bank https://www.chinaban +63 (2) 8333 – 7388
Securities kseconline.ph/ +63 (2) 8333 – 7389
Corporation +63 (2) 8230 6660 to
64

Payment for the The Series B Preferred Shares must be paid for in full upon submission
Preferred Shares of the Application. The purchase price must be paid in full in Pesos upon
the submission of the duly completed and signed Application to Purchase
and specimen signature cards together with the requisite attachments.
Payment for the Series B Preferred Shares shall be made by manager’s
check/cashier’s check, corporate check or personal check drawn against
any Bangko Sentral ng Pilipinas-authorized agent bank having a clearing
period of no more than one (1) Business Day. All checks should be made
payable to “Century Properties Group Inc. – Preferred Shares”, in
Philippine Pesos, crossed “Payee’s Account Only,” and dated on or
before the date as the Application and must be made within the clearing
cut-off of the last day of the Offer Period. The Applications and the related
payments will be received at any of the offices of the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner, the Receiving Agent, or the
Selling Agents. Checks subject to a clearing period of over one (1)
Business Day and cash payments shall not be accepted.

The amount received for the payment of the Offer Shares must be the full
subscription amount of the Offer Shares and not net of any applicable
bank fees.

Acceptance/ The actual number of Series B Preferred Shares that an Applicant will be
Rejection of allowed to subscribe for is subject to the confirmation of the Sole Issue
Applications Manager, Lead Underwriter and Sole Bookrunner. The Company, upon
consultation with the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner, reserves the right to accept or reject, in whole or in part, or
to reduce any Application due to any grounds specified in the Underwriting
Agreement entered into by the Company and the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner. Applications which were unpaid
or where payments were insufficient and those that do not comply with
the terms of the Offer shall be rejected. Moreover, any acceptance or

52
receipt of payment pursuant to the Application does not constitute
approval or acceptance by the Company of the Application.

An Application, when accepted, shall constitute an agreement between


the Applicant and the Company for the subscription to the Preferred
Shares at the time, in the manner and subject to terms and conditions set
forth in the Application to Purchase and those described in the
Prospectus. Once accepted, an Application may not be unilaterally
revoked or canceled by the Applicant, in full or in part, and the rights and
privileges pertaining thereto shall be non-transferrable. However,
notwithstanding the acceptance of any Application by the Company, the
actual subscription by the Applicant for the Series B Preferred Shares will
become effective only upon listing of the Series B Preferred Shares on
the PSE and upon the obligations of the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner under the Underwriting Agreement
becoming unconditional and not being suspended, terminated or
cancelled, on or before the Listing Date, in accordance with the provision
of the said agreement. If such conditions have not been fulfilled on or
before the periods provided above, all Application payments will be
returned to the Applicants without interest, within five (5) Business Days
from the end of the Offer Period.

Subject to the right of the Company to withdraw or cancel the offer and
sale of the Series B Preferred Shares prior to Listing Date pursuant to the
Withdrawal of the Offer section of this Prospectus, the Company and any
of its agents involved in the Offer undertake to comply with all conditions
that are within the control of the Company and any of its agents involved
in the Offer, to ensure the listing of the Offer Shares on Listing Date.

Refunds for In the event that the number of Series B Preferred Shares to be allotted
Rejected to an applicant, as confirmed by the Sole Issue Manager, Lead
Applications Underwriter and Sole Bookrunner, is less than the number covered by its
Application, or if an Application is wholly or partially rejected by the
Company, then the Company shall refund, without interest, within five (5)
Business Days from the end of the Offer Period, all or the portion of the
payment corresponding to the number of Series B Preferred Shares
wholly or partially rejected. All refunds, without interest, shall be made
through the Receiving Agent, the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner, or Selling Agent with whom the applicant has filed
the Application. In case of joint Applicants, the check refund shall be made
payable to the first named applicant in the Application.

Rejected Applications and check refunds for rejected or scaled down


Applications shall be available for pick-up at the office of the Receiving
Agent. Refund checks that remain unclaimed after thirty (30) days from
the date such checks are made available for pick-up shall be delivered
through registered mail, at the applicant’s risk, to the address specified by
the applicant in the Application.

Underwriter’s Firm The Sole Issue Manager, Lead Underwriter and Sole Bookrunner will fully
Commitment to underwrite, on a firm commitment basis, the Firm Shares.
Purchase
After the commencement of the Offer Period, the Offer shall not be
withdrawn, cancelled, suspended or terminated solely by reason of the (i)
inability of the Company or the Sole Issue Manager, Lead Underwriter

53
and Sole Bookrunner to sell or market the Offer Shares or (ii) the refusal
or failure by the Company, the Sole Issue Manager, Lead Underwriter and
Sole Bookrunner, or any other entity or person to comply with any
undertaking or commitment to take up any Offer Shares remaining after
the Offer Period.

In undertaking the Underwriter’s Firm Commitment to Purchase, the Sole


Issue Manager, Lead Underwriter and Sole Bookrunner hereby manifests
its conformity to comply with and be bound by all duly promulgated and
applicable listing and disclosure rules, requirements, and policies of the
PSE.

Withdrawal of the The Company reserves the right to withdraw the offer and sale of the Offer
Offer Shares at any time before the commencement of the Offer Period, in
which event the Company shall make the necessary disclosures to the
SEC and PSE.

The Sole Issue Manager, Lead Underwriter and Sole Bookrunner may
also cancel or terminate its underwriting commitment at any time prior to
the commencement of the Offer Period, by giving written notice to the
Issuer, the SEC and the PSE, if prior to the commencement of the Offer
Period, any of the events set out in the Underwriting Agreement occurs.

The Company may also withdraw the offer and sale of the Offer Shares
at any time on or after the commencement of the Offer Period and prior
to the Listing Date, upon the happening or occurrence of any of the
following supervening force majeure or fortuitous events:

a. An outbreak or escalation of hostilities or acts of terrorism involving


the Philippines or a declaration by the Philippines of a state of war;
or occurrence of any event or change (whether or not forming part
of a series of events occurring before, on and/or after the date
hereof) of a political, military, economic or other nature; or
occurrence of any change in local, national or international financial,
political, economic or stock market conditions which renders it
impracticable or inadvisable to continue with the Offer and/or listing
of the Offer Shares in the manner contemplated by this Prospectus,
or would have a material adverse effect on the Philippine economy,
on the securities or other financial or currency markets of the
Philippines, or on the distribution, offer and sale of the Offer Shares
in the Philippines, rendering it impracticable or inadvisable to
proceed with the Offer in the manner contemplated by this
Prospectus, provided that for the avoidance of doubt, the Offer shall
not be withdrawn, cancelled, suspended or terminated solely by
reason of the Issuer’s or the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner’s inability to sell or market the Offer Shares
or refusal or failure to comply with any undertaking or commitment
by the Issuer, the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner, or any other entity/person to take up any Offer Shares
remaining after the Offer Period;

b. Issuance of an order revoking, cancelling, suspending, preventing


or terminating the offer, sale, distribution or listing of the Offer
Shares by any court or governmental agency or authority with
jurisdiction on the matter, including the SEC or the PSE;

54
c. Suspension, cancellation, revocation or termination of the PSE
Notice of Approval, the SEC pre-effective clearance, the SEC Order
of Registration, and the SEC Permit to Sell;

d. Cancellation or suspension of trading in the PSE for at least three


(3) consecutive trading days, or in such manner or for such period
as will render impracticable the listing and trading of the Offer
Shares on the Listing Date or such other date as may be approved
by the PSE;

e. A change or impending change in the law, rule, regulation, policy or


administrative practice, or a ruling, interpretation, decree or order
which (i) materially and adversely affects: (a) the ability of the Issuer
or any of its Subsidiaries to engage in the business it is presently
engaged in; or (b) the capacity and due authorization of the Issuer
to offer, sell, or issue the Offer Shares or enter into any of the
transaction documents in connection with the Offer; or (ii) would
render illegal the performance by the Sole Issue Manager, Lead
Underwriter, and Sole Bookrunner of its underwriting obligations
thereunder;

f. Any significant, adverse, and unforeseeable change or


development in the Issuer’s (by itself or taken as a whole with its
Subsidiaries) long-term financial condition, assets, liabilities, results
of operations, business, properties, or profitability;

g. The Issuer or its Material Subsidiary decides to or is compelled to


stop or is about to stop its operations, which is not remedied within
five (5) Business Days from such cessation;

h. (i) Any of the Issuer or its Material Subsidiary shall be adjudicated


bankrupt or insolvent, or shall admit in writing its inability to pay its
debts as they mature, or shall make or threaten to make an
assignment for the benefit of, or a composition or assignment with,
its creditors or any class thereof, or shall declare or threaten to
declare a moratorium on its indebtedness or any class thereof; or
(ii) any of the Issuer or its Material Subsidiary shall apply for or
consent to the appointment of any receiver, trustee or similar officer
for it or for all or any substantial part of its property; or (iii) such
receiver, trustee or similar officer shall be appointed; or (iv) any of
the Issuer or its Material Subsidiary shall initiate or institute (by
petition, application or otherwise howsoever), or consent to the
institution of any bankruptcy, insolvency, reorganization,
rehabilitation, arrangement, readjustment of debt, suspension of
payment, dissolution, liquidation or similar proceeding relating to it
under the laws of any jurisdiction; or (v) any such proceeding shall
be instituted against any of the Issuer or its Material Subsidiary; or
any judgment, writ, warrant of attachment or execution or similar
process shall be issued or levied against any material asset, or
material part thereof, of the Issuer or its Material Subsidiary; or (vi)
any event occurs which under the laws of the Philippines or to other
jurisdictions, or any applicable political subdivision thereof, has an
effect equivalent to any of the foregoing;

55
i. A general banking moratorium is declared in the Philippines or a
material disruption in commercial banking or securities settlement
or clearance services occurs in the Philippines;

j. Any court proceeding, litigation, arbitration or other similar


proceeding is commenced or threatened against the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner of its underwriting
obligations hereunder in connection with or with respect to the
issuance or sale by the Issuer of the Offer Shares or the Offer in
general which renders the performance of its underwriting
commitment impossible or impracticable;

k. Any event occurs which makes it impossible for the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner to perform its
underwriting obligations due to conditions beyond their control,
such as issuance by any court, arbitral tribunal, or government
agency which has jurisdiction on the matter of an order restraining
or prohibiting the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner, or directing the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner to cease, from performing its underwriting
obligations;

l. Any representation, warranty or statement made by the Issuer in


this Prospectus shall prove to be untrue or misleading in any
material respect or Issuer shall be proven to have omitted a material
fact necessary in order to make the statements in this Prospectus
not misleading, which untruth or omission: (a) was not known and
could not have been known to the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner on or before commencement of
the Offer Period despite the exercise of due diligence, and (b) has
a material and adverse effect on the Issuer’s (by itself or taken as a
whole with its Subsidiaries) long-term financial condition, assets,
liabilities, results of operations, business, properties, or profitability;

m. Unavailability of PDTC’s lodgment facilities and the PSE’s listing


facilities used for the Offer and/or listing to or on the target Listing
Date, which unavailability impacts the ability of the Issuer and Sole
Issue Manager, Lead Underwriter and Sole Bookrunner to fully
comply with the listing requirements of PSE; and

n. Any force majeure or fortuitous event, other than the ones


enumerated above, that has material and adverse effect on the
Issuer’s (by itself or taken as a whole with its Subsidiaries) long-
term financial condition, assets, liabilities, results of operations,
business, properties, or profitability.

Pursuant to the Underwriting Agreement, the Sole Issue Manager, Lead


Underwriter and Sole Bookrunner may cancel or terminate its
underwriting commitment thereunder by giving written notice to the Issuer,
the SEC and the PSE if the Offer Period has already commenced and
prior to the Listing Date of the Offer Shares, if there is a supervening force
majeure or fortuitous event, such as those enumerated above.

The Offer shall not be withdrawn, cancelled, suspended, or terminated


solely by reason of the Issuer’s or the Sole Issue Manager, Lead

56
Underwriter and Sole Bookrunner’s inability to sell or market the Offer
Shares or refusal or failure to comply with any undertaking or commitment
by the Issuer, the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner, or any other entity/person to take up any Offer Shares
remaining after the Offer Period.

Notwithstanding the acceptance of any Application, the actual issuance


of the Offer Shares to an applicant shall take place only upon the listing
of the Offer Shares on the PSE. Subject to the right of the Company to
withdraw or cancel the offer and sale of the Offer Shares prior to Listing
Date pursuant to this section and the “Plan of Distribution – Withdrawal of
the Offer” of the Prospectus, the Company and any of its agents involved
in the Offer undertake to comply with all conditions that are within the
control of the Company and any of its agents involved in the Offer, to
ensure the listing of the Offer Shares on Listing Date.

Notwithstanding the foregoing, the Company and the Sole Issue


Manager, Lead Underwriter and Sole Bookrunner recognize and
acknowledge that the PSE, in the exercise of its authority as a self-
regulatory organization and further to its mandate to maintain a fair and
orderly market, may impose appropriate sanctions and penalties on the
relevant party for the termination or withdrawal of the Offer if
subsequently, the PSE makes a determination that the suspension,
cancellation or termination of the Offer and/or the underwriting
commitment was not warranted based on the facts gathered and properly
evaluated by PSE and after due and proper proceedings initiated by the
PSE not later than five (5) Business Days after such termination or
withdrawal.

Registration of The BSP requires that investments in shares of stock funded by inward
Foreign remittance of foreign currency be registered pursuant to BSP regulations
Investments if the foreign exchange needed to service capital repatriation or dividend
remittance will be sourced from the domestic banking system. Obtaining
a Bangko Sentral Registration Document evidencing such registration of
foreign investments in the Offer Shares shall be the responsibility of the
foreign investor.

Local Small The Company will not allocate any Offer Shares for the Local Small
Investors Investors Program of the PSE.

Selling Agents Trading Participants of the PSE

Depository Agent Philippine Depository & Trust Corp.

Registrar, Stock Transfer Service, Inc.


Paying Agent, and
Stock Transfer
Agent

Receiving Agent Stock Transfer Service, Inc.

Auditor SyCip Gorres Velayo & Company

57
Legal Counsel to Angara Abello Concepcion Regala & Cruz Law Offices
the Issuer
Legal Counsel to SyCip Salazar Hernandez & Gatmaitan
the Sole Issue
Manager, Lead
Underwriter and
Sole Bookrunner
Accounting/ Equity accounting, deferrable, and cumulative
Dividend
Treatment

58
DESCRIPTION OF THE SERIES B PREFERRED SHARES
This section is not intended to be a complete enumeration of all the Series B Preferred Shares’
rights, obligations or privileges. Further limitation or restriction of these rights, obligations, or
privileges may be found in other documents. Careful review and understanding of the AOI,
By-Laws and resolutions of the Board of Directors and shareholders of CPGI, the information
contained in this Prospectus, and other agreements relevant to the Offer shall be made by the
prospective Shareholders. Further, consultation with their legal counsels and accountants are
likewise encouraged to better advise of the circumstances surrounding the Series B Preferred
Shares.

SHARE CAPITAL OF CPGI

Under the Revised Corporation Code, a corporation may issue common or preferred shares,
or such other classes of shares with such rights, privileges or restrictions as may be provided
for in the AOI and the by-laws of the corporation.

Considering that the Company is subject to foreign restrictions on account of its land
ownership, the Company is limited to a maximum of 40% foreign ownership of both the total
issued and outstanding capital stock entitled to vote and the total number of issued and
outstanding capital stock, whether or not entitled to vote.

The Company amended its AOI on 30 September 2016. In the amended AOI of the Company,
the authorized capital stock is ₱9,540,000,000.00 divided into 18,000,000,000 Common
Shares with par value of ₱0.53 per share. As of 31 December 2018, 11,599,600,690 Common
Shares have already been issued and fully paid with 100,123,000 Common Shares in treasury.

On 26 September 2019, the Company filed an application for the amendment of its AOI with
the SEC for the reclassification of its shares. On 30 September 2019, the SEC approved the
amended AOI of the Company, with its authorized capital stock of ₱9,540,000,000, consisting
of 15,000,000,000 Common Shares of the par value of ₱0.53 each and 3,000,000,000
Preferred Shares with a par value of ₱0.53 per share.

On 4 December 2023, the SEC issued the Certificate of Filing of Enabling Resolutions
approving the terms and conditions of Series B Preferred Shares.

The Series B Preferred Shares will be issued out of the unissued capital stock of the Company.
The Sole Issue Manager, Lead Underwriter and Sole Bookrunner, in consultation with the
Issuer, have the discretion to allocate the Oversubscription Option of up to ₱2,000,000,000 in
the event that Oversubscription Option is exercised.

THE SERIES B PREFERRED SHARES

GENERAL FEATURES

The following are the features, rights and privileges of the Series B Preferred Shares:

Issue Size Primary offering of 20 million perpetual, cumulative, non-


participating, non-voting, redeemable, non-convertible,
Philippine Peso-denominated Series B Preferred Shares worth
an aggregate issue amount of ₱2.0 billion with an
oversubscription option of up to 20 million Series B Preferred
Shares worth an aggregate issue amount of up to ₱2.0 billion.
Par Value ₱0.53 per Preferred Share

59
Offer Price ₱100.00 per Preferred Share

Initial Dividend Rate Fixed rate of 7.5432% per annum, in all cases calculated in
respect of each share by reference to the Offer Price thereof in
respect of each Dividend Period.
Dividend Rate Step-Up If the Series B Preferred Shares are not redeemed by the fourth
(4th) anniversary of the Listing Date (such date, the “Step-Up
Date”), the Dividend Rate shall be adjusted to the higher of:

(a) the Initial Dividend Rate; or

(b) a Dividend Rate equal to the sum of the Step-Up


Benchmark Rate and five hundred (500) basis points.

SPECIFIC OR PARTICULAR FEATURES OF THE PREFERRED SHARES

The following are certain features specific or particular to the Series B Preferred Shares:

In General: No Voting Rights

The Preferred Shares shall have no voting rights except as specifically provided by the
Revised Corporation Code. Thus, Shareholders shall not be eligible, for example, to vote for
or elect the Company’s Board of Directors or to vote for or against the issuance of a stock
dividend. Shareholders, however, may vote on matters which the Revised Corporation Code
considers significant corporate acts that may be implemented only with the approval of
shareholders, including those holding shares denominated as non-voting in the AOI. These
acts, which require the approval of shareholders representing at least two-thirds (2/3) of the
issued and outstanding capital stock of the Company are as follows:

• Amendment of the Company’s AOI;


• Amendment of the Company’s By-Laws;
• Sale, lease, exchange, mortgage, pledge or other disposition of all or a substantial
part of the Company’s assets;
• Incurring, creating or increasing bonded indebtedness;
• Increase or decrease of capital stock;
• Merger or consolidation of the Company with another corporation or corporations;
• Investment of corporate funds in any other corporation or business or for any purpose
other than the primary purpose for which the Company was organized; and
• Dissolution of the Company.

At present, the Company does not have any outstanding voting preferred shares.

Dividend Policy in Respect of the Series B Preferred Shares

Dividend Rates Applicable to the Series B Preferred Shares

The Dividend Rate applicable to the Series B Preferred Shares shall mean:

(a) From the Listing Date up to the Step Up Date, the Initial Dividend Rate (as defined
below); and

(b) From the Step-Up Date, unless the Series B Preferred Shares are redeemed, the
higher of the Initial Dividend Rate and the Dividend Rate Step-Up (as defined below).

60
Initial Dividend Rate

In case of declaration of dividends by Board, it shall be at a rate of 7.5432% per annum by


reference to the Offer Price in respect of each Dividend Period.

As and if cash dividends are declared by the Board of Directors, cash dividends on the Series
B Preferred Shares shall be at the Initial Dividend Rate, subject to step-up as provided below.

“Dividend Rate” means (a) from the Listing Date up to the Step-Up Date, the Initial Dividend
Rate, and (b) from the Step-Up Date, unless the Series B Preferred Shares are redeemed,
the higher of the Initial Dividend Rate and the Dividend Rate Step-Up. The Dividend Rate
shall be calculated on a 30/360-day basis.

Dividend Rate Step-Up

If the Series B Preferred Shares are not redeemed by the fourth (4th) anniversary of the
Listing Date (such date, the “Step-Up Date”), the Dividend Rate shall be adjusted to the
higher of:

(a) the Initial Dividend Rate; or

(b) a Dividend Rate equal to the sum of the Step-Up Benchmark Rate and five hundred
(500) basis points.

If the Series B Preferred Shares are not redeemed within the period for optional redemption
in respect of a Change of Control Event or an Indebtedness Default Event, the Dividend Rate
shall be adjusted to a Dividend Rate equal to the prevailing Dividend Rate plus two hundred
fifty (250) basis points. Such a Dividend Rate step-up shall apply on a per event basis.

If the Series B Preferred Shares are not redeemed within the period for optional redemption
in respect of a Tax Event, the Dividend Rate shall be adjusted to a Dividend Rate equal to
the prevailing Dividend Rate plus such amount as would fully compensate the holder of the
Series B Preferred Shares for any reduction in dividend to such holder as a result of the Tax
Event. Such a Dividend Rate step-up shall apply on a per event basis. If the Tax Event does
not result in any such reduction, then no Dividend Rate step-up shall occur in respect of said
Tax Event.

The “Step-Up Benchmark Rate” will be equivalent to the simple average of the seven (7)-
year PHP BVAL reference rate as published on the website of the Philippine Dealing System,
or if unavailable, the Philippine Dealing & Exchange Corp. or PDEx page of Bloomberg (or
such successor website or page of the publication agent or electronic service provider) for
each of the three (3) Business Days immediately preceding and inclusive of the Step-Up
Date.

In the event that BVAL is replaced by a new benchmark rate as determined by the Bankers
Association of the Philippines (“BAP”) or the BSP, such new benchmark rate shall be
adopted for purposes of determining the Dividend Rate (the “New Benchmark Rate”). In the
absence of such New Benchmark Rate as determined by the BAP or the BSP and there is a
mandatory directive by the BAP or the BSP to no longer use or apply BVAL, the Company
and the Sole Issue Manager, Lead Underwriter and Sole Bookrunner shall negotiate to adopt
an alternative rate that will serve as the New Benchmark Rate.

Dividend Period; Dividend Payment Date

Cash dividends on the Series B Preferred Shares shall be payable quarterly in arrears on

61
the last day of each Dividend Period, that is, 22 May, 22 August, 22 November, and 22
February (each a “Dividend Payment Date”), each being the last day of each Dividend
Period following the relevant Listing Date, as and if declared by the Board of Directors at the
time of declaration of such dividends in accordance with the terms and conditions of the
Series B Preferred Shares.

A “Dividend Period” shall refer to the period commencing on the Listing Date and having a
duration of three (3) months, and thereafter, each of the successive periods of three (3)
months commencing on the last day of the immediately preceding Dividend Period up to, but
excluding, the first day of the immediately succeeding Dividend Period.

If a Dividend Payment Date occurs after the end of a Dividend Period, there shall be no
adjustment as to the amounts of dividends to be paid. The dividends on the Series B
Preferred Shares will be calculated on a 30/360-day basis.

If the Dividend Payment Date is not a Business Day, dividends will be paid on the next
succeeding Business Day, without adjustment as to the amount of dividends to be paid.

Conditions on Declaration and Payment of Cash Dividends

The declaration and payment of cash dividends for each Dividend Period will be subject to the
sole and absolute discretion of the Board of Directors of the Company, to the extent permitted
by applicable laws and regulations, and the covenants (financial or otherwise) in the
agreements to which the Company is a party.

The Board of Directors will not declare and pay dividends for any Dividend Period where
payment of such dividends would cause the Company to breach any of its covenants (financial
or otherwise).

If the profits available to distribute as dividends or distributions are, in the Board’s reasonable
opinion, not sufficient to enable the Company to pay in full, on the same date, both dividends
on the Series B Preferred Shares and the dividends or distributions on other securities that
are scheduled to be paid on or before the same date as the dividends on the Series B
Preferred Shares, and have an equal right to dividends or distributions as the Series B
Preferred Shares, the Company is required: first, to pay in full, or to set aside an amount equal
to, all dividends or distributions scheduled to be paid on or before that dividend or distribution
payment date, and any arrears on past cumulative dividends or distributions, on any securities
with a right to dividends or distributions ranking in priority to that of the Series B Preferred
Shares; and second, to pay dividends or distributions on the Series B Preferred Shares and
any other securities ranking equally with the Series B Preferred Shares as to participation in
profits, pro rata to the amount of the cash dividends or distributions scheduled to be paid to
them. The amount scheduled to be paid will include the amount of any dividends or
distributions payable on that date and any arrears on past cumulative dividends or distributions
on any securities ranking equal in the right to dividends or distributions with the Series B
Preferred Shares.

The profits available for distribution are, in general and with some adjustments, equal to the
Company’s accumulated, realized profits less accumulated, realized loss.

Dividends are Cumulative

Dividends on the Preferred Shares will be cumulative. If for any reason the Company’s Board
does not declare a dividend on the Series B Preferred Shares for a Dividend Period, the
Company will not pay dividends for that Dividend Period. However, on any future Dividend
Payment Date on which dividends are declared, holders of the Series B Preferred Shares

62
must receive the dividends due them on such Dividend Payment Date as well as all dividends
accrued and unpaid to the holders of the Series B Preferred Shares prior to such Dividend
Period.

Holders of the Series B Preferred Shares shall not be entitled to participate in any other or
further dividends beyond the dividends specifically payable on the Series B Preferred Shares.

The Company shall covenant that, in the event that (a) any dividends due with respect to any
Series B Preferred Shares then outstanding for any period are not declared and paid in full
when due, (b) any dividends in which the declaration and/or payment have been deferred, in
respect of prior Dividend Periods (the “Arrears of Dividends”), or (c) there remains any other
amounts payable under the Series B Preferred Share terms and conditions are not paid in full
when due for any reason:

a) It will not declare or pay any dividends or other distributions in respect of, or repurchase
or redeem, securities ranking junior or pari passu to Series B Preferred Shares (or
contribute any moneys to a sinking fund for the redemption of any securities ranking junior
or pari passu to the Preferred Shares);

b) Subject to legal requirements, the Company will procure that no subsidiary over which the
Company has a Controlling Participation (as defined below) will pay any discretionary
dividends or other discretionary distributions on, or at the Company’s discretion
repurchase or redeem, any security ranking senior to the respective subsidiary's common
shares other than those senior securities held by the Company or a wholly-owned
subsidiary thereof (or contribute any moneys to a sinking fund for the purposes of any
such redemption).

“Controlling Participation” shall refer to the possession, directly or indirectly, of the power to
direct or cause the direction of the affairs or management of the corporation, whether through
the ownership of voting securities, as trustee or executor, by contract or otherwise, including,
without limitation, the ownership, directly or indirectly, of securities having the power to elect
at least a majority of the board of directors or similar body governing the affairs of the
Company.

Purchase of the Series B Preferred Shares in the Open Market

Upon listing on the PSE, the Company may purchase the Series B Preferred Shares at any
time in the open market or by public tender or by private contract at any price through the PSE.
The Preferred Shares so purchased may either be redeemed and cancelled (after the Optional
Redemption Date) or kept as treasury shares, as applicable.

Optional Redemption of the Preferred Shares

The Articles of Incorporation of the Company provides that the Preferred Shares shall be
redeemable at the option of the Company at such time and prices as may be determined by
the Board of Directors at the time of issue, which price may not be less than the par value
thereof plus accrued dividends. Any shares redeemed or purchased by the Company shall
be recorded as treasury stock and may be re-issued in the future.

As and if approved by the Board of Directors (or the Executive Committee), the Company
may redeem the Series B Preferred Shares on the second (2nd) anniversary of the Listing
Date or on any Dividend Payment Date thereafter (each an “Optional Redemption Date”),
in whole but not in part, without preference or priority, at the redemption price (the
“Redemption Price”) equal to the Offer Price of the Series B Preferred Shares plus all
dividends due them on such Optional Redemption Date as well as all Arrears of Dividends.

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The Company shall give not less than thirty (30) nor more than sixty (60) days prior written
notice of its intention to redeem the Series B Preferred Shares, which notice shall be
irrevocable and binding upon the Company to effect such early redemption of the Series B
Preferred Shares at the Optional Redemption Date stated in such notice.

The Company may also redeem the Series B Preferred Shares, in whole but not in part, at
any time if a Change of Control Event or an Indebtedness of Default Event, Accounting Event
and a Tax Event has occurred and is continuing, having given written notice prior to the
intended date of redemption which must be a Business Day, which notice shall be irrevocable
and binding upon the Company to effect such redemption of the Series B Preferred Shares
at the redemption date stated in such notice. The redemption due to an Accounting Event or
a Tax Event shall be made by the Company at the Redemption Price, which shall be paid
within five (5) Business Days of the exercise of the right to redeem the Series B Preferred
Shares on the date of redemption set out in the notice. Payments shall be delivered by the
Paying Agent to the registered addresses of the Series B Preferred Shareholders as of the
record date stated in the notice based on the Registrar’s records.

Redemption due to a Change of Control Event or an Indebtedness Default Event

The Company may also redeem the Series B Preferred Shares, in whole but not in part, at
any time prior to any Optional Redemption Date if a Change of Control Event or an
Indebtedness Default Event has occurred and is continuing, having given at least 10 days’
notice prior to the intended date of redemption. A notice of redemption given hereunder shall
be irrevocable and binding upon the Company to effect such redemption. In the event of an
exercise of the redemption option in respect of any Change of Control Event or Indebtedness
Default Event, the redemption due shall be made by the Company at the Redemption Price,
which shall be paid within five (5) Business Days of the exercise of the right to redeem the
Series B Preferred Shares. Payments shall be delivered by the Paying Agent to the
registered addresses of the Series B Preferred Shareholders as of the record date stated in
the notice based on the Registrar’s records.

A “Change of Control Event” shall occur if any person or group of related persons, other
than the CPGI Principal Shareholders, becomes the Beneficial Owner(s), directly or
indirectly, of a higher percentage of the total voting power of the outstanding voting stock of
the Company than the aggregate percentage of the total voting power of the outstanding
voting stock of the Company beneficially owned, directly or indirectly, by the CPGI Principal
Shareholders.

“CPGI Principal Shareholders” means (A) Jose E.B. Antonio, Hilda R. Antonio, John Victor
R. Antonio, Jose Marco R. Antonio, Jose Carlo R. Antonio, and Jose Roberto R. Antonio; and
(B) any Affiliate of the foregoing.

“Affiliate” means, with respect to any person, any other person (i) directly or indirectly
controlling, controlled by, or under direct or indirect common control with, such person; or (ii)
who is a spouse, child or step child, parent or step parent, brother, sister, step brother or step
sister, parent-in-law, grandchild, grandparent, uncle, aunt, nephew or niece of a person
described in (A).

For purposes of this definitions, “control” (including, with correlative meanings, the terms
“controlling,” “controlled by” and “under common control with”), as applied to any person,
means the possession, directly or indirectly, of the power to direct or cause the direction of the
management and policies of such person, whether through the ownership of voting securities,
by contract, or otherwise.

64
An “Indebtedness Default Event“ shall occur if: (a) any other present or future indebtedness
of the Company or any of its Subsidiaries for or in respect of moneys borrowed or raised
becomes (or becomes capable of being declared) due and payable prior to its stated maturity
by reason of any actual or potential default, event of default, or the like (howsoever
described); or (b) any such indebtedness is not paid when due or, as the case may be, within
any originally applicable grace period; or (c) the Company or any of its Subsidiaries fails to
pay when due any amount payable by it under any present or future guaranty or suretyship
for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate
amount of the relevant indebtedness, guaranties, suretyships, and indemnities in respect of
which one or more of the events mentioned above in this definition have occurred equals or
exceeds ₱500,000,000 (or its equivalent in any other currency or currencies on the basis of
the middle spot rate for the relevant currency against the Philippine Peso as quoted by any
leading bank on the day on which a calculation is made).

Redemption due to an Accounting Event

The Company may also redeem the Series B Preferred Shares, in whole but not in part, at
any time prior to any Optional Redemption Date if an Accounting Event has occurred and is
continuing, having given not more than sixty (60) nor less than thirty (30) days' notice prior
to the intended date of redemption. A notice of redemption given hereunder shall be
irrevocable and binding upon the Company to effect such redemption. In the event of an
exercise of the redemption option in respect of any Accounting Event, the redemption due
shall be made by the Company at the Redemption Price, which shall be paid within five (5)
Business Days of the exercise of the right to redeem the Series B Preferred Shares.
Payments shall be delivered by the Paying Agent to the registered addresses of the Series
B Preferred Shareholders as of the record date stated in the notice based on the Registrar’s
records.

An “Accounting Event” shall occur if an opinion of a recognized accountancy firm authorized


to perform auditing services in the Philippines has been delivered to the Company stating
that the Series B Preferred Shares may no longer be recorded as equity in the audited
consolidated financial statements of the Company prepared in accordance with PFRS, or
such other accounting standards which succeed PFRS as adopted by the Company for the
preparation of its audited consolidated financial statements for the relevant financial year,
and such event cannot be avoided by use of reasonable measures available to the Company.

Redemption due to a Tax Event

The Company may also redeem the Series B Preferred Shares, in whole but not in part, at
any time prior to any Optional Redemption Date if a Tax Event has occurred and is
continuing, having given not more than sixty (60) nor less than thirty (30) days' notice prior
to the intended date of redemption. A notice of redemption given hereunder shall be
irrevocable and binding upon the Company to effect such redemption. In the event of an
exercise of the redemption option in respect of any Tax Event, the redemption due shall be
made by the Company at the Redemption Price, which shall be paid within five (5) Business
Days of the exercise of the right to redeem the Series B Preferred Shares. Payments shall
be delivered by the Paying Agent to the registered addresses of the Series B Preferred
Shareholders as of the record date stated in the notice based on the Registrar’s records.

A “Tax Event” shall occur if payments on the Series B Shares become subject to additional
or higher withholding tax or any new tax (including a higher rate of an existing tax) as a result
of certain changes in law, rule or regulation, or in the interpretation or application thereof, and
such tax cannot be avoided by use of reasonable measures available to the Company.

Payment on the Series B Preferred Shares

65
All payments in respect of the Series B Preferred Shares are to be made free and clear of any
deductions or withholding for or on account of any present or future taxes or duties imposed
by or on behalf of the Republic of the Philippines, including but not limited to, stamp, issue,
registration, documentary, value added or any similar tax or other taxes and duties, including
interest and penalties. If such taxes or duties are imposed, the Company will pay additional
amounts so that holders of the Series B Preferred Shares will receive the full amount of the
relevant payment which otherwise would have been due and payable; provided, that the
Company shall not be liable for, and the foregoing payment undertaking of the Company shall
not apply to:

(a) any withholding tax applicable to dividends earned by or on any amounts payable to
the holders of the Series B Preferred Shares;
(b) any income tax (whether or not subject to withholding), percentage tax (such as stock
transaction tax), DST or other applicable taxes on the redemption of the Series B
Preferred Shares or on the liquidating distributions as may be received by a holder of
the Series Preferred Shares;
(c) any expanded value-added tax which may be payable by any holder of the Series B
Preferred Shares on any amount to be received from the Company under the terms
and conditions of the Series B Preferred Shares;
(d) any withholding tax on any amount payable to any holder of the Series B Preferred
Shares or any entity which is a non-resident foreign corporation; and
(e) any applicable taxes on any subsequent sale or transfer of the Series B Preferred
Shares by any holder of the Series B Preferred Shares which shall be for the account
of the said holder (or the buyer in case such buyer shall have agreed to be responsible
for the payment of such taxes).

All sums payable by the Company to tax-exempt entities shall be paid in full without deductions
for taxes, duties, assessments or governmental charges provided said entities present
sufficient proof of such tax- exempt status from the tax authorities.

Any DST for the issuance of the Series B Preferred Shares and the recording thereof in the
name of a Preferred Shareholder under the Offer shall be paid by the Company. After the
Listing Date, taxes generally applicable to a subsequent sale of the Series B Preferred Shares
by any Preferred Shareholder, including receipt by such Preferred Shareholder of a
Redemption Payment, shall be for the account of the said Preferred Shareholder.

Preferred Shares’ Liquidation Rights

In the event of a return of capital in respect of the Company’s winding up or otherwise (whether
voluntarily or involuntarily) but not on a redemption or purchase by the Company of any of its
share capital, the holders of the Series B Preferred Shares at the time outstanding will be
entitled to receive, in Philippine Pesos out of the assets of the Company available for
distribution to shareholders, together with the holders of any other securities of the Company
ranking, as regards repayment of capital, pari passu with the Series B Preferred Shares and
before any distribution of assets is made to holders of any class of the securities of the
Company ranking after the Series B Preferred Shares as regards repayment of capital,
liquidating distributions in an amount equal to the Offer Price of the Series B Preferred Shares
plus an amount equal to any dividends declared but unpaid in respect of the previous dividend
period and any accrued and unpaid dividends for the then-current dividend period to (and
including) the date of commencement of the winding up of the Company or the date of any
such other return of capital, as the case may be. If, upon any return of capital in the winding
up of the Company, the amount payable with respect to the Series B Preferred Shares and
any other securities of the Company ranking as to any such distribution pari passu with the
Series B Preferred Shares is not paid in full, the holders of the Series B Preferred Shares and

66
of such other securities will share ratably in any such distribution of the assets of the Company
in proportion to the full respective preferential amounts to which they are entitled. After
payment of the full amount of the liquidating distribution to which they are entitled, the holders
of the Series B Preferred Shares will have no right or claim to any of the remaining assets of
the Company and will not be entitled to any further participation or return of capital in a winding
up.

Denial of Pre-emptive Rights

Holders of the Series B Preferred Shares shall have no pre-emptive rights to subscribe to any
shares (including, without limitation, treasury shares) that will be issued or sold by the
Company.

No Sinking Fund

The Company is not legally required to establish, has not established, and currently has no
plans to establish, a sinking fund for the redemption of the Series B Preferred Shares.

Transfer of Shares and Share Register

In case of issuance of Series B Preferred Shares, the same shall be made in scripless form
through the electronic book-entry system maintained by the Registrar and lodged with PDTC
as Depository Agent on Listing Date through Selling Agents nominated by the applicants.

In the Application to Purchase, applicants shall indicate in the proper space provided for the
name of the Selling Agents under whose name their Series B Preferred Shares will be
registered and the relevant Selling Agents shall sign the Application to Purchase on the space
provided therefor.

The Registry of Shareholders will show the legal title to the Series B Preferred Shares and will
be maintained by the Registrar. A transaction confirmation advice confirming every receipt or
transfer of the Series B Preferred Shares that is effected in the Registry of Shareholders (at
the cost of the requesting Shareholder) shall be sent by the Registrar. At least once every
quarter, the Registrar shall send a Statement of Account to all Shareholders named in the
Registry of Shareholders, confirming the number of Series B Preferred Shares held by each
Shareholder of record in the Registry of Shareholders. This Statement of Account will serve
as evidence of ownership of the relevant Shareholder as of a given date thereof. The
requesting Shareholder shall be answerable for any request for certifications, reports or other
documents from the Registrar, except as provided herein.

The normal Philippine selling restrictions for listed securities shall apply to initial placement of
the Series B Preferred Shares and subsequent transfers of interests in the Series B Preferred
Shares.

Shareholders may, after Listing Date, request the Registrar, through their nominated Selling
Agent, to (a) open a scripless registry account and have their holdings of the Series B
Preferred Shares registered under their name (“name-on-registry account”), or (b) issue stock
certificates evidencing their investment in the Series B Preferred Shares. The requesting
Shareholder shall be answerable for any expense that will be incurred in relation to such
registration or issuance.

Even if Philippine law does not require transfers of the Series B Preferred Shares to be
effected on the PSE, any off-exchange transfers will subject the transferor to a capital gains
tax or, to the extent applicable, donor’s tax and DST, which taxes may be significantly greater
than the stock transfer tax applicable to transfers effected on an exchange. See “Taxation”. A

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licensed stock broker in the Philippines is necessary to effect all transfers of shares on the
PSE.

Non-convertible into Common Shares

Holders of the Series B Preferred Shares shall have no right to convert the Series B Preferred
Shares to any Preferred Shares or Common Shares of the Company.

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CAPITALIZATION
As of the date of this Prospectus, the Company has an authorized capital stock of
₱9,540,000,000 consisting of 15,000,000,000 Common Shares with a par value of ₱0.53 per
Common Share and 3,000,000,000 cumulative, non-voting, non-participating, non-
convertible, redeemable, preferred shares with a par value of ₱0.53 per preferred share. The
subscribed capital stock of the Company is ₱6,147,788,365.70 consisting of 11,599,600,690
Common Shares.

The following table sets out the Company’s consolidated debt, shareholders’ equity and
capitalization as of 30 September 2023, and as adjusted to reflect the issuance of the Series
B Preferred Shares. The table should be read in conjunction with the Company’s consolidated
financial statements, included in the Prospectus. There has been no material change in the
figures as shown in the following table and the notes thereto since the date thereof except for
the issuance of the Series B Preferred Shares.

Actual as of 30 After Giving Effect After Giving Effect


September 2023 to the Base Offer to the
Oversubscription
Option
(₱) (₱) (₱)
(Unaudited)
Total debt (1) 18,695,380,196 18,695,380,196 18,695,380,196
Equity:
Capital stock:
Common 6,200,853,553 6,200,853,553 6,200,853,553
Preferred 15,900,000 26,500,000 37,100,000
Additional paid-in
5,524,776,889 7,514,176,889 9,503,576,889
capital(2)
Treasury shares –
100,123,000 shares (3,109,674,749) (3,109,674,749) (3,109,674,749)
Other components of
equity (683,197,961) (683,197,961) (683,197,961)
Retained earnings 11,120,106,421 11,120,106,421 11,120,106,421
Remeasurement loss on
17,657,255 17,657,255 17,657,255
defined benefit plan
Total Equity
Attributable to Equity
Holders of the Parent
Company 19,086,421,408 21,086,421,408 23,086,421,408
Non-controlling interest 2,269,208,219 2,269,208,219 2,269,208,219
Total Equity 21,355,629,627 23,355,629,627 25,355,629,627
Total Capitalization 40,051,009,823 42,051,009,823 44,051,009,823

Note:
(1) Total debt comprises “Current portion of loans payable”, “Loans payable – net of current
portion”, “Bonds payable” and “Short-term debt”.
(2) Addiitonal paid-in capital as reflected in the columns “After Giving Effect to the Base Offer” and
“After Giving Effect to the Oversubscription Option” do not take into consideration the related
issuance costs for the Offer.

69
RISK FACTORS
An investment in the Series B Preferred Shares, as described in this Prospectus, involves a
certain number of risks. The price of securities can and does fluctuate, and any individual
security may experience upward or downward price movements and may lose part, or all, of
its value over time. There is an inherent risk that losses may be incurred rather than profit, as
a result of buying and selling securities. There is an extra risk of losing money when securities
are bought from smaller companies. Past performance is not a guide to future performance
and there may be a large difference between the buying price and the selling price of any
security. An investor deals in a range of investments, each of which may carry a different level
of risk. The market price of the Series B Preferred Shares could decline due to any one of, but
not limited to, the risks described herein, and all or part of an investment in the Series B
Preferred Shares could be lost.

Prior to making any investment decision, prospective investors should carefully consider all of
the information in this Prospectus, including the risk factors described below.

This section entitled “Risk Factors” does not purport to be a comprehensive disclosure of all
of the risks and other significant aspects of investing in these securities, but is intended to give
a general idea to a prospective investor of the scope of risks involved in investing in the Series
B Preferred Shares. The occurrence of any of the events discussed below and any additional
risks and uncertainties not presently known to the Company or that are currently considered
immaterial could have a material adverse effect on the Company's business, results of
operations, financial condition and prospects and on the Series B Preferred Shares in the
future. Prospective investors may request publicly available information on the Series B
Preferred Shares in the future from the Philippine Securities and Exchange Commission
(“SEC”). Prospective investors should undertake their own independent research and study
on the merits of investing, and subsequently, trading these securities. Prospective investors
should seek professional advice if he or she is uncertain of, or has not understood any aspect
of the Offer or the nature of risks involved in purchasing, holding and trading the Series B
Preferred Shares. Each potential investor should consult its own counsel, accountant other
than advisors as to legal, tax, business, financial and related aspects of an investment in the
Series B Preferred Shares. CPGI and the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner do not make any warranty or representation on the marketability of an investment
in the Series B Preferred Shares and the sustainability of the price of the Series B Preferred
Shares. The risk factors discussed in this section are separated into categories for ease of
reference and are enumerated in order of importance.

To mitigate the risks identified below, the Company shall continue to adopt what it considers
conservative, financial and operational controls and policies within the context of the prevailing
business, economic, and political environments taking into consideration the interests of its
customers, stockholders and creditors.

A. RISK FACTORS RELATING TO THE COMPANY AND ITS BUSINESS

The Company derives a significant portion of its revenue from OFWs, expatriate
Filipinos, Balikbayans and other overseas buyers, which exposes the Company to risks
relating to the performance of the economies where they are located.

The Company generates a significant portion of its revenues, particularly sales of its affordable
and middle-income projects, from OFWs, expatriate Filipinos, Balikbayans and other overseas
buyers. It derives approximately 40% of its pre-sales from overseas. The company's OFW
customer base is largely formed of professionals, management and services/clerical. A
number of factors could reduce the number of OFWs, remittances from OFWs or the

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purchasing power of expatriate Filipinos, Balikbayans and other overseas buyers. These
include:

• a downturn in the economic performance of the countries and regions where a


significant number of these potential customers are located, such as the United States,
France, Italy, the United Kingdom, Hong Kong, Japan, Korea, Taiwan, Singapore, the
United Arab Emirates, Qatar and Bahrain, among others;
• a change in Government regulations that currently exempt the income of OFWs from
taxation in the Philippines;
• the imposition of Government restrictions on the deployment of OFWs to particular
countries or regions, such as the Middle East; and
• restrictions imposed by other countries on the entry or the continued employment of
foreign workers.

Any of these events could adversely affect demand for the Company’s projects from OFWs,
expatriate Filipinos, Balikbayans and other overseas buyers, which could materially and
adversely affect its business, financial condition or results of operations. Considering the
global impact of the COVID-19 pandemic and the Israel-Hamas conflict which resulted to the
repatriations of OFWs, the Company expects a possible decline in the sale of its projects to
the OFW sector.

In any case, despite the concerns about the sustainability of the overseas market, OFW
remittances continued to increase from US$31.3 billion in 2017 to US$32.2 billion in 2018, and
US$33.5 billion in 2019. OFW remittances in 2020 registered a slight decline to US$33.2 billion
but recovered to US$34.9 billion in 2021 and further increased to US$36.2 billion in 2022
despite the COVID-19 pandemic. For January to September 2023, OFW remittances
amounted to US$24.2 billion.

To mitigate the risk, the Company procures clients from different countries. The Company has
clients located in 15 different countries; hence it is not exposed to any single jurisdiction. As
of 30 September 2023, 44%, 11%, 17%, 4%, 1% of the Company’s sales are from Asia, Middle
East, North America, Australia/Oceania, United Kingdom, and others, respectively.

All of the Company’s properties are in the Philippines and, as a result, it is exposed to
risks associated with the Philippines, including the performance of the Philippine
economy.

All of the Company’s properties are in the Philippines and accordingly, the Company is
significantly influenced by the general state of the Philippine economy.

In the past, the Philippines experienced periods of slow or negative growth, high inflation,
significant devaluation of the peso and the imposition of exchange controls. For companies in
the real estate sector, demand for, and prevailing prices of, commercial and residential
properties are affected by the strength of the Philippine economy (including overall growth
levels and interest rates), the overall levels of business activity in the Philippines and the
amount of remittances received from OFWs.

Demand for commercial and residential developments is also affected by social trends and
changing spending patterns in the Philippines, which in turn are influenced by economic,
political and security conditions in the Philippines.

Moreover, extensive construction of condominium and housing units and other factors could
lead to the risk of formation of asset bubbles in real estate. The Philippine residential housing
industry is cyclical and sensitive to changes in general economic conditions in the Philippines

71
such as levels of employment, consumer confidence and income, availability of financing for
property acquisitions, construction and mortgages, interest rate levels, inflation and demand
for housing.

When the Philippines underwent financial and political crises in the past, demand for real
estate dropped and consequently led to an oversupply in the market and reduced demand for
new residential projects. The global financial crises, which resulted in a general slowdown of
the global economy, likewise, led to a decline in property sales in the Philippines.

If changes in the Philippine property market or the Philippine economy cause a decrease in
revenues from the sale of properties, significant expenditures associated with investment in
real estate, such as real estate taxes, maintenance costs and debt payments, generally cannot
be correspondingly reduced and therefore could materially and adversely affect the
Company’s business, financial condition and results of operations.

To mitigate this risk, the Company continues to adopt prudent financial and operational
controls and policies within the context of the prevailing business, economic and political
environments. The Company likewise continues to undertake risk management initiatives and
constant monitoring of key economic and market indicators.

The Company is exposed to geographic portfolio concentration risks.

Properties located in Metro Manila, the commercial capital of the Philippines, account for a
substantial portion of the Company’s real estate assets. Further, its current projects are
primarily located within Metro Manila and, in particular, within relatively short distances from
the traditional main business districts of Makati City, Ortigas Center and Bonifacio Global City.
Due to the concentration of its property portfolio in Metro Manila, a decrease in property values
in Metro Manila would have a material adverse effect on its business, financial condition and
results of operations.

To mitigate this risk, as of the date of this Prospectus, the Company has launched projects
and contracted land further outside Metro Manila including Bulacan, Pampanga, Batangas,
Cavite, Laguna, Quezon Province, Bataan, Palawan, Nueva Ecija and Negros Occidental.
This allows the Company to mitigate geographic concentration risk.

Its portfolio of residential real estate property development projects exposes the
Company to sector-specific risks.

The Company’s business is concentrated in the Philippine residential market. Therefore,


reduced levels of economic growth, adverse changes in the country’s political or security
situation or weak performance of the country’s property development market generally could
materially and adversely affect its profitability. The Company’s results of operations are
dependent on the continued success of its development projects. Additionally, the Philippine
real estate industry is highly competitive. The Company’s projects are largely dependent on
the popularity of its development when compared to similar types of developments in similar
geographic areas, as well as on its ability to gauge correctly the market for its developments.
Important factors that could affect the Company’s ability to effectively compete include a
development’s relative location versus that of its competitors, particularly with regard to
proximity to transportation facilities and commercial centers, as well as the quality of the
developments and related facilities that it offers, pricing and the overall attractiveness of the
development. The Company’s inability to develop attractive projects could materially and
adversely affect its business, financial conditions and results of operations.

To mitigate this risk, the Company is venturing into commercial leasing developments to
reduce its dependence on the residential market. By venturing into commercial leasing, the

72
Company hopes to be less exposed to the business cycles inherent in residential
developments.

Since the Company operates in a competitive industry, it might not be able to maintain
or increase its market share, profitability and ability to acquire land for new projects.

The Company operates in a competitive business environment. The entry of new competitors
could also reduce the Company’s sales and profit margins. The Company faces significant
competition in connection with the acquisition of land for its real estate projects. Its growth
depends significantly on its ability to acquire or enter into agreements to develop additional
land suitable for its real estate projects. The Company may experience difficulty acquiring land
of suitable size in locations and at acceptable prices, particularly land located in and near
Metro Manila and in other urban areas in the Philippines. If it is unable to acquire suitable land
at acceptable prices or to enter into agreements with joint venture partners to develop suitable
land with acceptable returns, its growth prospects could be limited and its business, financial
condition and results of operations could be adversely affected.

To mitigate this risk, the Company has strategically positioned itself at the upper end of each
of the three residential segments it caters to, namely, affordable, middle income, and luxury
markets. Furthermore, the Company strives to maintain the design and quality of its
developments and is focused on being customer-centric.

The interests of joint venture partners and landowners for development projects may
differ from the interests of the Company, and such joint venture partners and landowner
may take actions that can adversely affect the Company.

The Company entered into joint venture agreements and Contracts to Sell with various parties
as part of its overall land acquisition strategy, property development and property
management, and intends to continue to do so. Under the terms of the joint venture
agreements, the Company is responsible for project development, project sales and project
management, while its joint venture partners typically supply the project land. Under the terms
of the Contracts to Sell, the Company shall pay the purchase value of the land on staggered
basis, and in certain transactions, pay in addition proportionate payments dependent on
generated sales.

A joint venture or acquisition of land via Contracts to Sell involve additional risks where the
joint venture partners or landowners may have economic or business interests or goals that
differ from the Company’s. For example, the joint venture partners or landowners may withhold
certain key information relating to the land that the Company may not be able to discover after
conducting due diligence and such information could affect its right to possess and develop
such land. Titles over the land, although already in the name of the joint venture partners or
landowners, may still be contested by third parties. The joint venture partners or landowners
may also take actions contrary to the Company’s instructions or requests, or in direct
opposition to its policies or objectives with respect to its investments or with respect to the
project land, or dispute the distribution of joint venture shares or installment payments. The
joint venture partner may also not meet its obligations under the joint venture agreement.
Disputes between the Company and its joint venture partners or the landowner could arise
after significant capital investments in a project have been made, which could result in the loss
of some or all of the Company’s investments in the project. Any of the foregoing could have a
material adverse effect on the Company’s business, financial condition and results of
operations.

The Company conducts due diligence and performs contract management on its joint venture
partners to reduce this risk.

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The Company uses celebrities and international brands to design, market and sell some
of its properties.

The Company maximized its collaborations with international brands, designers, and
celebrities to learn the best practices in world-class design and raise its standards in customer
experience and pride of ownership.

This entailed design and licensing fees, and sometimes a revenue sharing arrangement.
Circumstances beyond the Company’s control could decrease the popularity of the celebrities
and brands with whom it partners, which could, in turn, adversely affect the Company’s
marketing and sales efforts and its reputation. To reduce this risk, the Company conducted
due diligence and performed contract management on its partner brands.

Using its learnings, the Company has built its own homegrown brand, attaching the “Century”
name to various properties including The Residences at Commonwealth by Century, Asian
Century Center, Century Diamond Tower, and Century Spire.

Committing to deliver excellence above the current standard of living, PHirst Park Homes
redefines “affordability” as it provides beyond what is expected in a housing community,
believing every homeowner deserves to take pride not only in where they live but also how
they live. Derived from the words Philippines and First, PHirst Park Homes was built upon the
dreams and aspirations of first-time homebuyers. Thus, it offers what it calls its signature “4Cs”
experience for its customers: Complete Homes, Conceptive Amenities, Connected Essentials
and Convenient Buying and Selling Experience.

To date, the Company has launched 18 projects that carry the PHirst Park Homes brand
namely in Tanza, Cavite; Lipa, Batangas (2); San Pablo, Laguna; Pandi, Bulacan; Calamba,
Laguna; Nasugbu, Batangas (3); Magalang, Pampanga; General Trias, Cavite; Baliwag,
Bulacan; Tayabas, Quezon; Naic, Cavite; Balanga, Bataan; Gapan, Nueva Ecija; Bay,
Laguna; and Hermosa, Bataan. PHirst Park Homes goes beyond being just a material house
to live in but by being a strong foundation of togetherness that can be passed on from
generation to generation.

The Company may not be able to successfully manage its growth.

The Company intends to continue to pursue an aggressive growth strategy by increasing the
amount of properties it develops and manages and by expanding into new market segments.
However, the Company might experience capital constraints, construction delays, operational
difficulties at new locations or difficulties operating existing businesses and training personnel
to manage and operate its business. Any inability to adapt effectively to growth, including
strains on management and logistics, could result in losses or development costs that are not
recovered as quickly as anticipated or at all. These problems could have a material adverse
effect on the business, financial condition and results of operations of the Company.

To mitigate this risk, the Company studies and analyzes its total capital and human resource
requirements and attempts, to the best of its abilities, to allocate resources most prudently in
order to complete its projects on time.

The Company is involved in a cyclical industry and is affected by changes in general


and local economic conditions.

The real estate development industry is cyclical and is significantly affected by changes in
general and local economic conditions, including employment levels, availability of financing
for property acquisitions, construction and mortgages, interest rates, consumer confidence
and income, demand and supply of residential or commercial developments. The Philippine

74
property market has in the past been cyclical and property values have been affected by the
supply of and the demand for properties, the rate of economic growth and political and social
developments in the Philippines.

Furthermore, the real estate industry may experience rapid and unsustainable rises in
valuations of real property followed by abrupt declines in property values, as was experienced
in the United States housing bubble from 1997 to 2006. Such real estate bubbles may occur
periodically, either locally, regionally or globally, which may result in a material adverse effect
on the business, financial condition and results of operations of the Company.

To mitigate this risk, the Company is diversifying its revenue sources by expanding its leasing
portfolio and entering into the affordable housing segment in addition to its current vertical
housing developments and property management business.

The Company might not be able to generate sufficient funds internally or through
external financing to operate and grow its business as planned.

The real estate business is capital intensive and requires significant capital expenditures to
develop and implement new projects and complete existing projects.

Historically, while the Company has funded a significant portion of its capital expenditure
requirements internally from the pre-sales of its development projects, it has periodically
utilized external sources of financing. However, it might not be able to continue funding its
capital expenditure requirements internally or obtain sufficient funds externally on acceptable
terms or at all. Its ability to raise additional equity financing from non-Philippine investors is
subject to foreign ownership restrictions imposed by the Philippine Constitution and applicable
laws. Its access to debt financing is subject to many factors, many of which are outside the
Company’s control. For example, political instability, an economic downturn, social unrest or
changes in the Philippine regulatory environment could increase the Company’s costs of
borrowing or restrict its ability to obtain debt financing. In addition, the disruptions in the capital
and credit markets may continue indefinitely, which could adversely affect its access to
financing. Inability to obtain financing on acceptable terms would adversely affect the
Company’s ability to operate and execute its growth strategies.

To mitigate this risk, the Company is endeavoring to broaden its sources of capital. While
historically it has relied predominantly on pre-sales, receivables financing, and bi-lateral loans,
it has been able to diversify its sources of financing through the equity and debt capital and
syndicated loan markets.

The cancellation of sales of housing or condominium units could adversely affect


business, financial condition and results of operations.

As a developer and seller of residential real estate, the Company’s business, financial
condition and results of operations could be adversely affected if a material number of housing
or condominium unit sales are cancelled. Under R.A. 6552 or the Maceda Law, which applies
to all transactions or contracts involving the sale or financing of real estate through installment
payments, buyers who have paid at least two years of installments are granted a grace period
of one month for every year of paid installments to cure any payment default. During the grace
period, the buyer may pay the unpaid installments due, without additional interest. If the
contract is cancelled, the buyer is entitled to receive a refund of at least 50% of the total
payments made by the buyer, with an additional 5% per annum in cases where at least five
years of installments have been paid (but with the total not to exceed 90% of the total
payments). Buyers who have paid less than two years of installments and who have defaulted
on installment payments are given a 60-day grace period to pay all unpaid installments before
the sale can be cancelled, but without any right of refund.

75
The Company could experience a material number of cancellations, particularly during
slowdowns or downturns in the Philippine economy, periods when interest rates are high or
similar situations. If the Company experiences a material number of cancellations, it may not
have enough funds on hand to pay the necessary cash refunds to buyers, in which case it
may have to incur indebtedness to pay such cash refunds, but it might not be able to obtain
debt financing on reasonable terms or at all. In addition, particularly during an economic
slowdown or downturn, it might not be able to able to resell the same property at an acceptable
price or at all. Any of these events could have a material adverse effect on its business,
financial condition and results of operations.

If the Company experiences a material number of sales cancellations, investors are cautioned
that its historical revenue from its real estate sales would have been overstated because such
historical revenues would not have accurately reflected subsequent customer defaults or sales
cancellations. Investors are also cautioned not to rely on the Company’s historical statements
of income as indicators of future revenues or profits.

The Company attempts to mitigate this risk by collecting more equity from the buyer, subject
to market demands and competitive factors. A material amount of its pre-sales are sold on the
basis of collecting 10% to 30% from each buyer before project completion, with some projects
charging as high as 50% buyer equity. The higher equity the Company collects from the buyer,
the less chances a buyer defaults since such buyer has committed more capital to the unit
purchase.

The Company offers in-house financing to qualified buyers with interest rates ranging from
12% to 16%. The risk is very minimal since this payment option accounts for only 2% of the
total collection and 6% of the total sold inventory.

The Company is controlled by CPI, which is in turn, controlled by the Antonio family.
Hence, the interests of the Antonio family may differ significantly from the interests of
the other shareholders.

Century Properties, Inc. (“CPI”) was incorporated in the Philippines and registered with the
SEC on 6 September 1983. The primary purpose of business of CPI is to act as property
manager or as commercial, special or general agent or representative of, and to provide
management, marketing, investment and technical advice, assistance and services to
corporations, associations, partnerships, firms, trustees, syndicates, individuals,
combinations, organizations and other entities, whether domestic or foreign. In no case,
however, shall the corporation manage the funds, securities, portfolios and similar assets of
such managed entities. CPI is owned by the Antonio family.

Members of the Antonio family indirectly own a majority of the Company’s issued and
outstanding shares. Accordingly, the Antonio family will be able to elect a majority of the Board
and determine the outcome of many significant matters voted on by shareholders. Members
of the Antonio family also serve as directors and executive officers. The Antonio family could
also take advantage of business opportunities that may otherwise be attractive to the
Company. The interests of the Antonio family may differ significantly from or compete with the
interests of the Company and the other shareholders, and the Antonio family may vote their
shares in a manner that is contrary to the interests of the Company or the interests of the other
shareholders. From time to time, members of the Antonio family may be involved in
complaints, investigations, litigation and negative publicity that may impact the reputation of
the Company.

To mitigate this risk, the Company is continuously increasing its professional management
team. See “Directors, Executive Officers, and Control Persons” on page 241 of this

76
Prospectus. The Company has already hired professionals responsible for key parts of the
business, including the heads of leasing, affordable housing, leisure and tourism, finance and
investor relations.

The Company is highly dependent on certain directors and members of senior


management.

The Company’s directors and members of senior management have been an integral part of
its success and the experience, knowledge, business relationships and expertise that would
be lost if any such persons depart or take on reduced responsibilities could be difficult to
replace and may adversely affect its operating efficiency and financial performance. In
particular, members of the Antonio family fill certain key executive positions and the Company
may not be successful in attracting and retaining executive talent to replace these family
members if they depart or take on reduced responsibilities. Such executives include: Jose
E.B. Antonio, Executive Chairman; Jose Marco R. Antonio, President and Chief Executive
Officer; John Victor R. Antonio, Managing Director; Jose Carlo R. Antonio, Managing Director;
Hilda R. Antonio, Director of the Company; Rafael G. Yaptinchay, Managing Director; and
Ricardo P. Cuerva, Director of the Company and President of Century Project Management
and Construction Corporation (“CPMCC”), the company exclusively charged with managing
the construction projects for the Company’s vertical developments. The Company does not
carry insurance for the loss of the services of any of the members of its management. If the
Company loses the services of any such person and are unable to fill any vacant key executive
or management positions with qualified candidates, it could have a material adverse effect on
its business, financial condition and results of operations.

To mitigate this risk, the Company has a succession plan in place.

The Company may be unable to attract and retain skilled professionals, such as
architects and engineers.

The Company believes that there is significant demand for its skilled professionals from its
competitors. Its ability to retain and attract highly skilled personnel, particularly architects,
engineers and sales and marketing professionals, affects its ability to plan, design, execute,
market and sell projects. In particular, any inability on the Company’s part to hire and retain
qualified personnel could impair its ability to undertake project design, planning, execution and
sales and marketing activities in-house and could require it to incur additional costs by having
to engage third parties to perform these activities.

To mitigate this risk, the Company benchmarks industry best practices in human resource
management.

The Company may not be able to hire independent contractors that meet its
requirements.

The Company relies on independent contractors to provide various services, including land
clearing and infrastructure development, construction works and building and property fitting-
out works. It selects independent contractors principally by conducting tenders and taking into
consideration factors such as the contractor’s experience and track record, its financial and
construction resources, any previous relationships with the Company and its reputation for
quality. However, the Company might not be able to find a suitable independent contractor
who is willing to undertake a particular project within its budget and schedule. This may result
in increased costs for the Company or delays in the project. Also, the services independent
contractors render might not be satisfactory or match the Company’s requirements for quality.
Contractors may also experience financial or other difficulties, such as shortages in, or
increases in the price of, construction materials, which in turn could delay the completion of

77
the project or increase the costs for the Company. Any of these factors could have a material
adverse effect on the Company’s business, financial condition, and results of operations.

To mitigate this risk, the Company prudently selects its network of accredited contractors and
monitors the development of each project from project inception up to project turnover.

Construction defects and building-related claims may be asserted against the


Company, and it may be involved in litigation, which could result in financial losses or
harm to its business.

Under Philippine law, the engineer or architect responsible for the plans and specifications for
a building is liable for damages if, within 15 years from the completion of the structure, it
collapses by reason of a defect in those plans and specifications or due to the defects in the
ground. The action must commence within 10 years following the collapse of the building.
Thus, if the architect or engineer is one of the Company’s employees, it may be held liable for
damages if any of its buildings collapse. It may also be held responsible for hidden (that is,
latent or non-observable) defects in the housing and condominium units it sells if such hidden
defects render a unit unfit for the use for which it was intended or if its fitness for such use is
diminished to the extent that the buyer would not have acquired it or would have paid a lower
price had the buyer been aware of the hidden defect. This warranty may be enforced within
six months from the delivery of the house to the buyer. In addition, the National Building Code
of the Philippines (the “Building Code”), which governs, among others, the design and
construction of buildings, sets certain requirements and standards that the Company must
comply with. The Company may be held liable for administrative fines or criminal penalties in
case of any violation of the Building Code. Likewise, it could be held liable for the damages
mentioned above, the cost of repairs and the expense of litigation surrounding such claims.
Claims could also arise out of uninsurable events or circumstances not covered by the
Company’s insurance. Significant claims arising from structural or construction defects could
have a material adverse effect on the Company’s reputation and business, financial condition
and results of operations. It may also be implicated in lawsuits on an ongoing basis. Litigation
could result in substantial costs to, and a diversion of effort by, the Company and subject it to
significant liabilities, including potential defaults under its present debt covenants. Legal
proceedings could materially harm its business and reputation, and it may be unable to recover
any losses incurred from third parties, regardless of whether or not the Company is at fault.
Losses relating to litigation could have a material adverse effect on the Company’s business,
financial condition and results of operation, and provisions made for litigation related losses
might not be sufficient to cover losses.

To mitigate this risk, the Company prudently selects its network of accredited contractors and
monitors the development of each project from project inception up to project turnover. The
Company also protects majority of its construction interests with an all-risk insurance policy
for construction.

Third parties may contest the Company’s titles to its properties.

While the Philippines has adopted the Torrens System, a system of land registration which is
intended to conclusively confirm land ownership by providing a state guarantee of indefeasible
title to those in the register, and which is binding on all persons (including the Government), it
is not uncommon for third parties to claim ownership of land which has already been registered
in favor of another. In particular, Quezon City, Metro Manila and the province of Cavite, have
been known to experience problems with syndicates of squatters (informal settlers) and forged
or false title holders. There have been cases where third parties have produced false or forged
title certificates over land and there are difficulties in obtaining title guarantees with respect to
property in the Philippines. Title to land is often fragmented and land may have multiple
owners. Land may also have irregularities in title, such as non-execution or non-registration of

78
conveyance deeds, and may be subject to liens, encumbrances or claims of which the
Company may be unaware. The difficulty of obtaining title guarantees in the Philippines means
that title records provide only for presumptive rather than guaranteed title. As each transfer in
a chain of title may be subject to a variety of defects, the Company’s title and development
rights over land may be subject to various defects of which it is unaware. For these and other
reasons, title insurance is not readily available in the Philippines. Title defects may result in
the loss of the Company’s title over land. From time to time, the Company may be required to
defend itself against third parties who claim to be the rightful owners of land that it acquires. If
third-party claims for title are brought against the Company, or if any such claim involves land
that is material to its projects, it may have to devote significant time and incur significant costs
in defending itself against such claims. Such claims could also affect its ability to develop land
for particular projects by causing the relevant governmental authority to delay or prevent
continued business operations on the property or withhold required permits or clearances until
such claim is definitively resolved. In addition, if any such claims are successful, the Company
may have to either incur additional costs to settle such third-party claims or surrender title to
land that may be material for its projects. In addition, title claims made by third-parties against
the Company or its joint venture partners may have an adverse effect on its reputation. Any of
the foregoing circumstances could have a material adverse effect on the Company’s business,
financial condition and results of operations, as well as on the Company’s reputation. Any
successful claim against the Company or its joint venture partners may affect its ability to
deliver its developments on time and free and clear of any liens or encumbrances.

The Company mitigates this risk, to the extent it can, by having joint venture partners indemnify
the Company in the event third parties are successful in their claim. To the extent the title
belongs to the Company and not its joint venture partners, it conducts very thorough due
diligence on titles. Notwithstanding due diligence, to the extent there are still third party claims,
the Company assesses the risks and possible solutions to eventually have titles without
adverse claims.

The Company faces risks relating to its property development, including risks relating
to project costs, completion time frame and development rights.

The property development business involves significant risks distinct from those involved in
the ownership and operation of established properties, including the risk that it may invest
significant time and money in a project that may not attract sufficient levels of demand in terms
of anticipated sales and which may not be commercially viable. In addition, obtaining required
Government approvals and permits may take substantially more time and resources than
anticipated or construction of projects may not be completed on schedule and within budget.
In addition, the time and costs involved in completing the development and construction of
real estate projects can be adversely affected by many factors, including shortages of
materials, equipment and labor, adverse weather conditions, depreciation of the peso, natural
disasters, disputes with contractors and subcontractors, accidents, changes in laws, land
zoning, use and classification, or In Government priorities and other unforeseen problems or
circumstances, and each of these could have an adverse effect on the Company’s revenues.
Where land to be used for a project is occupied by tenants or squatters, the Company may
have to take steps, and incur additional costs, to remove such occupants and, if required by
law, to provide relocation facilities for them. Any of these factors could result in project delays
and cost overruns, which could negatively affect margins and delay when it recognizes
revenue. Further, failure to complete construction of a project to its planned specifications or
schedule may result in contractual liabilities to purchasers and lower returns. In addition,
orders of the Department of Agrarian Reform (“DAR”) allowing conversion of agricultural land
for development may require a project to begin by a prescribed deadline. These events could
materially and adversely affect the Company’s business, financial condition or results of
operations.

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To mitigate this risk, the Company prudently monitors the development of each stage of each
project, from project inception up to project turnover, to quickly address possible cost and
completion risks.

The Company’s reputation may be adversely affected if it does not complete projects
on time or to customers’ requirements.

If the Company’s projects experience construction or infrastructure failures, design flaws,


significant project delays, quality control issues or other problems, this could have a negative
effect on its reputation and make it more difficult to attract new customers to new and existing
development projects. Any negative effect on its reputation could also adversely affect its
ability to pre-sell its development projects. This in turn could adversely impact its capital
investment requirements. Any of these events could adversely affect the Company’s business,
results of operations or financial condition.

To mitigate this risk, the Company prudently monitors the development of each stage of each
project, from project inception up to project turnover, to quickly address possible cost and
completion risks.

The Company operates in a highly regulated environment and must obtain and maintain
various permits, licenses and other government approvals.

The Philippines operates in a highly-regulated environment and the development of


subdivision and other residential projects is subject to a wide range of government regulations,
which, while varying from one locality to another, typically include zoning considerations as
well as the requirement to procure a variety of environmental and construction-related permits.
In addition, projects that are to be located on agricultural land must get clearance from the
DAR so that the land can be reclassified as nonagricultural land and, in certain cases, tenants
occupying agricultural land may have to be relocated at the developer’s expense.

Presidential Decree No. 957, as amended, (“P.D. 957”), Republic Act No. 4726 (“R.A. 4726”)
and Batas Pambansa Blg. 220 (“B.P. 220”) are the principal statutes which regulate the
development and sales of real property as part of a condominium project or subdivision. P.D.
957, R.A. 4726 and B.P. 220 cover subdivision projects for residential, commercial, industrial
or recreational purposes and condominium projects for residential or commercial purposes.
The Department of Human Settlements and Urban Development (“DHSUD”) (formerly, the
Housing and Land Use Regulatory Board or “HLURB”) is the administrative agency of the
Government which enforces these statutes. Regulations applicable to its operations include
standards regarding:

• the suitability of the site;


• road access;
• necessary community facilities
• open spaces;
• water supply
• sewage disposal systems;
• electricity supply;
• lot sizes;
• the length of the housing blocks;
• house construction;
• sale of subdivision lots or condominium units; and
• time of completion of construction projects.

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All subdivision and condominium development plans are required to be filed with and approved
by the local government unit (“LGU”) with jurisdiction over the area where the project is located
and by the DHSUD. Approval of development plans is conditioned on, among other things,
completion of the acquisition of the project site and the developer’s financial, technical and
administrative capabilities. Alterations of approved plans that affect significant areas of the
project, such as infrastructure and public facilities, also require the prior approval of (1) the
relevant LGU; (2) the DHSUD; (3) for subdivisions, the duly organized homeowners’
association, or if none, the majority of the lot buyers; and (4) for condominiums, a majority of
the registered owners. In addition, owners of or dealers in real estate projects are required to
obtain licenses to sell before making sales or other dispositions of subdivision lots and housing
and condominium units. The DHSUD can suspend, cancel or revoke project permits and
licenses to sell based on its own findings or upon complaint from an interested party. The
Company is in the process of obtaining licenses to sell and building permits for some of its
current projects. It may not be able to obtain these licenses and permits within the time period
expected or at all.

Any of the foregoing circumstances or events could impair the Company’s ability to complete
projects on time, within budget or at all, or sell units in its projects, which in turn could materially
and adversely affect its business, financial condition and results of operations.

To mitigate this risk, the Company’s legal department closely monitors the status of the
required permits and licenses of the Company to ensure compliance with applicable laws,
rules and regulations.

Environmental laws applicable to the Company’s projects could have a material


adverse effect on its business, financial condition or results of operations.

In general, developers of real estate projects are required to submit project descriptions to
regional offices of the Department of Environment and Natural Resources (“DENR”). For
environmentally-critical projects or for projects located in environmentally-critical areas as
identified by the DENR, a detailed Environmental Impact Assessment may be required and
the developer will be required to obtain an Environmental Compliance Certificate (“ECC”) to
certify that the project will not have an unacceptable environmental impact. Current or future
environmental laws and regulations applicable to the Company could increase the costs of
conducting its business above currently projected levels or require future capital expenditures.
In addition, if a first violation of an ECC occurs or if environmental hazards on land where its
projects are located cause damage or injury to buyers or any third party, the Company may
be required to pay a fine, to incur costs in order to cure the violation and to compensate its
buyers and any affected third parties, however, on subsequent violations, an ECC may be
revoked and operations may be stopped. The Company cannot predict what environmental
legislation or regulations will be amended or enacted in the future, how existing or future laws
or regulations will be enforced, administered or interpreted, or the amount of future
expenditures that may be required to comply with these environmental laws or regulations or
to respond to environmental claims. See “Regulatory and Environmental Matters” on page 169
of this Prospectus. The introduction or inconsistent application of, or changes in, laws and
regulations applicable to the business could materially and adversely affect the Company’s
business, financial condition or results of operations.

To mitigate this risk, the Company’s legal department closely monitors the status of the
required permits and licenses of the Company to ensure compliance with environmental
regulations.

Natural or other catastrophes, including severe weather conditions, may materially


disrupt operations, affect the ability to complete projects and result in losses not
covered by insurance.

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The Philippines has experienced a number of major natural catastrophes over the years,
including typhoons, floods, droughts, volcanic eruptions and earthquakes. Natural
catastrophes may disrupt business operations and impair the economic conditions in the
affected areas, as well as the overall Philippine economy. These factors could have significant
adverse effects on the Company’s development projects, which may be susceptible to
damage. Damages resulting from natural catastrophes could also give rise to claims against
the Company from third parties or from customers, for example, for physical injury or loss of
property. As a result, the occurrence of natural or other catastrophes or severe weather
conditions may adversely affect its business, financial condition and results of operations.

Furthermore, the Company cannot obtain insurance at a reasonable cost or at all for certain
types of losses from natural and other catastrophes. Neither does it carry any business
interruption insurance. If an uninsured loss or a loss in excess of insured limits occurs, it could
lose all or a portion of the capital invested in a property, as well as the anticipated revenue
from such property, and incurs liabilities for any project costs or other financial obligations
related to the business. Any material uninsured loss could materially and adversely affect the
Company’s business, financial condition and results of operations.

To mitigate this risk, the Company requires its contractors to maintain contractors’ all-risk
insurance for the duration of the development of its projects. The Company requires its
contractors to provide a warranty on their respective works.

The Company uses third-party non-exclusive brokers to market and sell some of its
projects.

Although exclusive sales agents are responsible for a significant portion of the Company’s
sales, it also uses third-party non-exclusive brokers to market and sell some of its residential
housing developments to potential customers inside and outside the Philippines. These
brokers may also act as brokers for other developers in the same markets in which the
Company operates, and they may favor the interests of their other clients over the Company’s
interests in sale opportunities, or otherwise fail to act in the Company’s best interests. There
is competition for the services of third-party brokers in the Philippines, and many of the
Company’s competitors either use the same brokers as it does or attempt to recruit brokers
away from it. If a large number of these third-party brokers were to terminate or breach their
brokerage agreements, the Company would need to seek other third-party brokers and it may
not be able to do so quickly or in sufficient numbers. This could disrupt its business and
negatively affect the Company’s business, financial condition or results of operation.

To mitigate this risk, all of the material sales of the Company are coursed and booked through
the Company’s in-house sales team, who are Company employees thus having more control
of its distribution network.

The Company is exposed to risks relating to the ownership and operation of


commercial real estate.

The Company is subject to risks relating to ownership and management of commercial real
estate. Specifically, the performance of its subsidiary CPMI could be affected by a number of
factors, including:

• the national and international economic climate;


• trends in the commercial property industry;
• changes in laws and governmental regulations in relation to real estate;
• Increased operating costs;

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• the inability to collect rent due to bankruptcy of tenants or otherwise;
• competition for tenants;
• changes in market rental rates;
• the need to periodically renovate, repair and re-let space and the costs thereof;
• the quality and strategy of management; and
• the Company’s ability to provide adequate maintenance and insurance

The Company could be further affected by tenants failing to comply with the terms of their
leases or commitments to lease, declining sales turnover of tenants, oversupply of or reduced
demand for commercial space or changes in laws and governmental regulations relating to
real estate including those governing usage, zoning, taxes, and government charges. If the
Company is unable to lease the properties that it owns or manages in a timely manner, or
collect rent at profitable rates or at all, this could have a material adverse effect on its business,
financial condition and results of operations.

To mitigate this risk, CPMI conducts stringent screening procedures on potential tenants.

Increases in interest rates and changes in Government borrowing patterns and


Government policies could adversely affect the Company’s and its customers’ ability
to obtain financing.

Increases in interest rates, and factors that otherwise impair the availability of credit, such as
the Government’s fiscal policy, could have a material adverse effect on the Company’s
business and demand for its property developments. For example:

• Higher interest rates make it more expensive for the Company to borrow funds to
finance current projects or to obtain financing for new projects.
• Access to capital and the cost of financing are also affected by restrictions, such as
the single borrower limit imposed by the BSP on bank lending. The total amount of
loans, credit accommodations and guarantees that may be extended by a bank to any
person, partnership, association, corporation or other entity shall at no time exceed
25% of the net worth of such bank. This may be increased by an additional 10% of the
net worth of the bank provided that the additional liabilities are secured by trust
receipts, shipping documents, warehouse receipts or other similar documents
transferring or securing title covering readily marketable, non-perishable goods which
must be fully covered by insurance. If the Company reaches the single borrower limit
with respect to any bank, it may have difficulty obtaining financing with reasonable
interest rates from other banks.
• Because a substantial portion of customers procure financing to fund their property
purchases, higher interest rates make financing, and therefore purchases of real
estate, more expensive, which could adversely affect demand for the Company’s
residential developments.
• Increases in Government borrowing in the domestic currency market could increase
the interest rates banks and other financial institutions charge and reduce the amount
of financing available to the Company and prospective property purchasers of its
property.
• Increased inflation in the Philippines could result in an increase in the costs of raw
materials, which the Company may not be able to pass on to customers through
increased prices.
• Increases in the Government’s budget deficit could increase interest rates and
inflation, which could in turn have a material adverse effect on its customers’ ability to
obtain financing on attractive terms.
• The occurrence of any of the foregoing events could have a material adverse effect on
the Company’s business, financial condition and results of operations.

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To mitigate this risk, the Company enters into long term financing to reduce its reliance on
shorter term financing. This will allow the Company to further reduce the potential variability
in interest rates. The Company also continuously seeks the accreditation of its projects with
various financial institutions to provide its customers with financing options.

Any restriction or prohibition on the Company’s Subsidiaries’ ability to distribute


dividends would have a negative effect on its financial condition and results of
operations.

As a holding company, the Company conducts its operations through its Subsidiaries. As a
result, it derives substantially all of its revenues from dividends from its Subsidiaries. It relies
on these funds for compliance with its own obligations and for financing its Subsidiaries.
Further, the ability of its Subsidiaries to upstream dividends is subject to applicable laws and
may be subject to restrictions contained in loan agreements and other debt instruments they
are party to.

Any restriction or prohibition on the ability of any of the Subsidiaries to distribute dividends or
make other distributions to the Company, either due to regulatory restrictions, debt covenants,
operating difficulties or other limitations, could have a negative effect on its cash flow or
therefore may adversely impact its financial condition and results of operations.

To manage this risk, the Company’s Subsidiaries have regularly been distributing dividends
out of its unrestricted retained earnings and as excess cash becomes available.

Adoption of New Accounting Standards might have an impact on the financial


statements.

Adoption of Accounting on Uncertainty

The interpretation addresses the accounting for income taxes when tax treatments involve
uncertainty that affects the application of PAS 12 and does not apply to taxes or levies outside
the scope of PAS 12, nor does it specifically include requirements relating to interest and
penalties associated with uncertain tax treatments. The interpretation specifically addresses
the following:
• Whether an entity considers uncertain tax treatments separately
• The assumptions an entity makes about the examination of tax treatments by taxation
authorities
• How an entity determines taxable profit (tax loss), tax bases, unused tax losses,
unused tax credits and tax rates
• How an entity considers changes in facts and circumstances.

An entity must determine whether to consider each uncertain tax treatment separately or
together with one or more other uncertain tax treatments. The approach that better predicts
the resolution of the uncertainty should be followed.

The Group made a reassessment of all of its tax treatments and has determined that there
are no uncertainties involved in the computation of its current and deferred taxes.

Adoption of Borrowing Costs, Borrowing Costs Eligible for Capitalization

Real estate entities classify their sold real estate properties (i.e. installment contracts
receivable and contract assets) and unsold real estate properties (i.e. real estate inventories)

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which are not yet substantially completed as qualifying assets. Accordingly borrowing cost is
capitalized until such qualifying assets are substantially completed.

In March 2019, the IFRS Interpretations Committee (the “Committee”) issued IFRIC Update
summarizing the decisions reached by the Committee in its public meetings. The March 2019
IFRIC Update includes the Committee’s Agenda Decision on the capitalization of borrowing
cost on over time transfer of constructed goods. The IFRIC Agenda Decision clarified whether
borrowing costs may be capitalized in relation to the construction of a residential multi-unit real
estate development (building) which are sold to customers prior to start of construction or
completion of the development.

Applying paragraph 8 of PAS 23, Borrowing Cost, an entity capitalizes borrowing costs that
are directly attributable to the acquisition, construction, or production of a qualifying asset as
part of the cost of that asset. Paragraph 5 of PAS 23 defines a qualifying asset as “an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale”.
Under the March 2019 IFRIC Update, the Committee clarified that the related assets that might
be recognized in the real estate company’s financial statements (i.e., installment contract
receivable, contract asset, or inventory) will not qualify as a qualifying asset and the
corresponding borrowing cost may no longer be capitalized.

On 11 February 2020, the SEC issued Memorandum Circular No. 4, Series of 2020, providing
relief to the Real Estate Industry by deferring the mandatory implementation of the above
IFRIC Agenda Decision until 31 December 2020. Effective 1 January 2021, 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.

For real estate companies that avail of the deferral, the SEC requires disclosure in the Notes
to the Financial Statements of the accounting policies applied, a discussion of the deferral of
the subject implementation issues, and a qualitative discussion of the impact in the financial
statements had the IFRIC agenda decision been adopted.

On 15 December 2020, the SEC issued Memorandum Circular No. 34, Series of 2020
providing relief to the real estate industry by referring the application of provision PIC Q&A No.
2018-12 with respect for the accounting for significant financing component and the exclusion
of land in the calculation of percentage of completion POC and IFRIC Agenda Decision on
Over Time Transfers of Constructed Goods under PAS 23-Borrowing Costs, for another period
of three (3) years until 2023.

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 preselling activities would have been expensed out in the period incurred. This
would result in decrease in retained earnings as of 1 January 2017 and net income for 2018
and 2017.

The Company is subject to certain debt covenants.

The Company has certain loan agreements, which contain covenants that limit its ability to,
among other things:

• Incur additional long-term debt to the extent that such additional indebtedness results
in a breach of the required debt-to-equity ratios;
• Materially change its nature of business;
• Encumber, mortgage or pledge some of its assets; and

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• Pay out dividends in the event debt payments are in arrears and such debt payments
will result in the breach of its required current and debt-to-equity ratios.

Complying with these covenants may cause the Company to take actions that it otherwise
would not take or not take actions that it otherwise would take. The Company’s inability and/or
failure to comply with these covenants would cause a default, which, if not waived could result
in the debt becoming immediately due and payable. In the likelihood of this event, the
Company may not be able to repay or refinance such debt on terms that are acceptable to it
or at all.

To mitigate this risk, the Company adopts the necessary internal controls in its financial
management and corporate governance policies in order to comply with its debt covenants.

The Company may, at any given time, consider business combination alternatives.

Although some of the Company’s debt covenants contain certain restrictions on business
combinations, it may consider engaging in certain types of business combinations. Business
combinations involve financial and operational risks and could result in critical changes to the
Company’s business, management and financial condition.

To manage this risk, the Company takes into consideration its existing debt obligations and
corresponding debt covenants before it pursues any major business investments or
acquisitions. Further, prior to undertaking any business combination, the Company assesses
and attempts to mitigate the business and financial risks, which may include the hiring of third
party legal and financial consultants.

The Company is exposed to interest rate, liquidity, credit, currency and commodity
risks.

The Company’s principal financial instruments consist of cash on hand and in banks, cash
equivalents, receivables from installment sales and due from and to affiliated companies and
credit facilities from commercial banks. It uses these financial instruments to fund its business
operations. The Company has entered into Master Agreements under the International Swaps
and Derivatives Association Inc. with third parties.

The Company believes that the principal risks arising from its financial instruments are interest
rate risk, liquidity risk, credit risk, commodity risk and currency risk.

Interest Rate

Fluctuations in interest rates could negatively affect the potential margins in respect of the
Company sales of receivables and could make it more difficult for the Company to procure
new debt on attractive terms or at all. The Company does not engage in interest rate derivative
or swap activities to hedge its exposure to increases in interest rates.

Fluctuations in interest rates also have an effect on demand for the Company’s products. As
most of its customers obtain some form of financing for their real estate purchases, increases
in interest rate levels could adversely affect the affordability and desirability of the Company’s
subdivision lots and housing and condominium units. In any case, the Company relies on its
ability to continue developing projects that are affordable and attractive for its target market.
While the Company cannot fully avoid all the adverse effects of interest rate fluctuations, to
mitigate the risk, it continues to conduct various studies to be able to come up with
arrangements to ensure that the project units are developed in accordance with the
Company’s standards.

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Liquidity

The Company faces the risk that it will not have sufficient cash flows to meet its operating
requirements and financing obligations when they become due. The Company manages its
liquidity profile by pre-selling housing projects. In addition, the Company’s receivables backed
credit facilities with banks and other financial institutions under the terms of which the
Company, from time to time, assign installment contract receivables on a “with recourse”
basis. The Company is typically required to replace receivables assigned on a “with recourse”
basis if the property buyer fails to pay three consecutive installments or when the sale is
otherwise cancelled. If the Company is unable to maintain its credit lines with banks and other
financial institutions, it may not have sufficient funds to meet its operational requirements.

To mitigate this risk, the Company is endeavoring to broaden its sources of capital. While
historically it has relied predominantly on pre-sales, receivables financing, and bi-lateral loans,
it has been able to diversify its sources of financing through the capital and syndicated loan
markets.

Credit Risk

The Company is exposed to credit risk from defaults by purchasers on their mortgages during
the pre-sale periods for its properties. In 2007, the Company began to guarantee the
mortgages of purchasers of uncompleted projects. Accordingly, if a purchaser who has a
mortgage on an uncompleted project defaults on the mortgage, and the Company is not able
to find a replacement purchaser, or if the Company fails in an undertaking with the bank,
including delivering the property and title to such property within the mutually agreed period,
the Company is obligated to pay the mortgage.

The Company mitigates this risk by completing projects on time, and providing mortgage
banks collateral documents promptly.

Commodity Risk

The Company is exposed to the risk that prices for construction materials used to build its
properties (including timber, cement and steel) will increase. These materials are global
commodities whose prices are cyclical in nature and fluctuate in accordance with global
market conditions. The Company and its Subsidiaries are exposed to the risk that they may
not be able to pass increased commodities costs to customers, which would lower their
margins. The Company does not engage in commodity hedging, but the Company attempts
to manage its commodity risk by requiring its internal procurement group to supply raw
materials for the relevant construction and development projects.

Currency Risk

Financial assets and credit facilities of the Group, as well as major contracts entered into for
the purchase of raw materials, are mainly denominated in Philippine Peso. There are only
minimal placements in foreign currencies and the Group does not have any foreign currency-
denominated debt. As such, the Group’s foreign currency risk is minimal.

The Company may suffer losses that are not covered by its insurance.

The Company may be negatively affected due to the occurrence of typhoons, severe storms,
earthquakes, floods, fires or other natural disasters or similar events. Although the Company
carries an all-risk insurance policy for all its current and ongoing projects against catastrophic
events and business interruption insurance for Century City Mall, in amounts and with
deductibles that the Company believes are in line with general real estate industry practice,

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not all risks can be insured against. There are losses for which the Company cannot obtain
insurance at a reasonable cost or at all. Should an uninsured loss or a loss in excess of insured
limits occur, the Company could lose all or a portion of the capital invested in a property as
well as the anticipated future turnover from the property. Any material uninsured loss could
materially and adversely affect the Company’s business, financial condition and results of
operations.

The Company requires its contractors to provide a warranty on their respective works.

In addition, the Company’s employees are covered by a Health Maintenance Program with
built-in insurance coverage under Maxicare and Group Life Insurance under Sunlife, on top of
the government mandated Philhealth Benefit Packages for COVID-19 and the Philippine
Social Security System’s sickness benefit.

B. RISKS RELATING TO THE PHILIPPINES

Substantially all of the Company’s business activities and assets are based in the
Philippines, which exposes it to risks associated with the country, including the
performance of the Philippine economy.

Historically, the Company has derived all of its revenues from the sale of real estate and the
management of properties in the Philippines and, as such, its business is highly dependent
on the state of the Philippine economy. Demand for residential real estate is directly related to
the strength of the Philippine economy (including its overall growth and income levels), the
overall levels of business activity in the Philippines. Factors that may adversely affect the
Philippine economy include:

• decreases in business, industrial, manufacturing or financial activities in the


Philippines, the Southeast Asian region or globally;
• scarcity of credit or other financing, resulting in lower demand for products and services
provided by companies in the Philippines, the Southeast Asian region or globally;
• exchange rate fluctuations;
• inflation or increase in interest rates;
• levels of employment, consumer confidence and income;
• changes in the Government’s fiscal policies;
• natural disasters such as tsunamis, typhoons, earthquakes, fires and floods;
• political instability, terrorism or military conflict in the Philippines, other countries in the
region or globally; and
• other regulatory, social, political or economic developments in or affecting the
Philippines.

If the Philippine economy experiences weakness due to any of the foregoing or other reasons,
it could materially and adversely affect business, financial condition or results of operations.

The Company has survived major economic and political crises brought about by domestic
and international developments through the implementation of its core strategies.

To mitigate the risks identified below, constant monitoring of the key economic and market
indicators allows the Company to detect risk exposures and react to the external environment
appropriately. Although there is no assurance that the Company will be able to fully overcome
the adverse effects of any or all crisis, it has in place a system of financial prudence and
corporate governance that provides the foundation for its risk management initiatives.

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Any economic and political instability in the Philippines may adversely affect business,
results of operations or financial condition.

Following the 2022 elections, Ferdinand Marcos Jr. was elected as the 17th President of the
Philippines, following former Pres. Rodrigo Roa Duterte. The presidency of President Marcos
commenced on 30 June 2022. President Marcos’ campaign promised the broad continuity of
former President Duterte’s plans of developing infrastructure, strengthening foreign policy, and
focusing on the growing the country’s local agricultural industry.

Based on the World Bank’s June 2023 update, the growth of the Philippine economy will be
driven by strong domestic demand despite weak external conditions. For the first and second
quarters of 2023, GDP growth registered at 6.4% and 4.3%, respectively.

Growth drivers will include the Business Process Outsourcing (“BPO”) sector and tourism.
The Asian Development Bank said a low unemployment rate, the sustained rise in
remittances, and increased public investments in infrastructure will also contribute much to
the Philippines’ growth.

The average inflation rate for 2022 is at 5.8% compared to only 3.9% average inflation rate in
2021.

Although various political and economic changes continue to happen in the country, to
manage this risk, the Company has continuously integrated sound business practices in its
management to guarantee that any political and/or economic instability will not hamper its
growth and allow it to survive such instabilities and crisis in the country.

The continuing effects of COVID-19, future pandemics, epidemics, or outbreaks of


diseases could have an adverse effect on economic activity in the Philippines, and
could materially and adversely affect the Company’s business, financial condition and
results of operations.

On 8 March 2020, the President, through Presidential Proclamation No. 922 declared a State
of Public Health Emergency throughout the Philippines. To further address the pandemic,
Republic Act No. 11469 or the Bayanihan to Heal as One Act, and later Republic Act No.
11494 or the Bayanihan to Recover as One (“Bayanihan 2”), were signed into law. These
laws declared a State of National Emergency over the entire country and granted temporary
emergency powers to the President, and provide for response and recovery interventions to
address the current health and economic challenges of the country. One of the impositions
under the Bayanihan 2 is the moratorium on the collection of residential and commercial rental
payments of lessees not permitted to operate or which have temporarily ceased operations
under the Bayanihan 2 Act during and after the effectivity of quarantine measures. As a result
of the quarantine measures, the Company has experienced delays in project completions.
Said delays, however, have already been assumed by the Company into its current
construction timelines. Moreover, the DHSUD has granted an additional 1-year period to the
Company’s licenses to sell to complete each building under construction.

The pandemic situation slowed construction and collections resulting to a 17% decline in total
real estate sales revenue. However, as affordable housing projects are located outside Metro
Manila, the Company was able to resume construction as soon as the restrictions from
provincial cities were lifted. Accordingly, initial recognition of real estate sales revenues from
newly launched projects of affordable housing projects in 2020 offsets such decline.

While mall operations declined, the impact on the leasing portfolio is not significant as its
contribution is marginal to the total revenue of the Company prior to the COVID-19 pandemic.

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The increase in leasing revenue is a result of the initial rentals from the recently completed
Century Diamond Tower.

On 27 February 2022, the Government announced that quarantine restrictions in varying areas
of the country will be eased to Alert Level 1 or 2 in view of the decline in the number of COVID-
19 cases. In September 2022, under the recommendation of the IATF, the Government has
started easing the use of face masks to help bolster the economy.

On 5 May 2023, the World Health Organization (“WHO”) declared the end of COVID-19 as a
global health emergency. Notwithstanding such declaration by the WHO that COVID-19 is no
longer a global health emergency, the Department of Heath issued a warning to the public on
9 May 2023 that the pandemic is not yet over.

On 21 July 2023, the President of the Philippines issued Presidential Proclamation No. 297
effectively lifting the State of Public Health Emergency throughout the Philippines brought
about by the COVID-19 pandemic.

Subsequently, on 20 September 2023, the Department of Labor and Employment issued


Labor Advisory No. 23, Series of 2023 (“LA 23-23”), containing the Guidelines on Minimum
Public Health Standards in Workplaces Relative to the Lifting of the State of Public Health
Emergency. The same covers all those in the private sector and emphasizes the shared
responsibility of both employers and employees in ensuring safe and healthy working
conditions. LA 23-23 further mandates the Safety and Health Committee to review, evaluate
and update their occupational safety and health programs.

Significantly, the Advisory expressly revoked prior labor advisories that were effective during
the State of Public Health Emergency, which include Labor Advisory No. 9, Series of 2020
and Labor Advisory No. 17, Series of 2020, pertaining to the guidelines on the implementation
of flexible work arrangements and employment preservation upon the resumption of business
operations. However, employers may still be guided by these permissible work arrangements,
subject to strict compliance with labor laws.

With the continuing effects of COVID-19, the Company believes that the extent of the future
impact of an outbreak of COVID-19 or any public health epidemic or pandemic on the
Company will depend on certain developments, including the emergence of new COVID-19
variants and contagious diseases, duration and spread of the outbreak, the actions taken to
contain COVID-19 or any other and contagious diseases, the impact on the Company’s
business, and the accessibility and effectiveness of government support programs, all of which
are highly uncertain and cannot be predicted. There is no assurance that COVID-19 or any
public health epidemic or pandemic will not have an adverse effect on economic activity in the
Philippines, and could materially and adversely affect the Company’s business, financial
condition and results of operations.

The Company continues to monitor and evaluate developments relating to COVID-19 or any
public health epidemic or pandemic to develop contingency measures to mitigate the risk
impact to its business.

Acts of terrorism and violent crimes could destabilize the Philippines and have a
material adverse effect on business and financial results.

Terrorists are very likely to try to carry out attacks in the Philippines. Terrorist groups continue
to plan attacks and have the capacity and the intent to carry out attacks at anytime and
anywhere in the country, including in the capital Manila and in places visited by foreigners,
such as airports, shopping malls, public transport, including the metro system and places of
worship. Attacks have been carried out using improvised explosive devices and small arms.

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Terrorist groups have threatened to attack passenger ferries and other vessels, particularly
those operating from Mindanao.

The considerable heightened threat of terrorist attacks in the Philippines posts risk to our
economy, may adversely affect business, its operations, financial conditions and results.

The Company’s affordable housing projects are situated in non-dense sub-urban areas far
from the known high-risk insurgent camps or potentially war-torn areas. In any case, to
mitigate this risk, the Company constantly monitors such threats which allows the Company
to detect risk exposures and react to the external environment appropriately.

The credit ratings of the Philippines may adversely affect the Company’s business.

Directly and adversely affecting companies resident in the Philippines is a credit rating used
by sovereign wealth funds, pension funds and other investors to gauge the credit worthiness
of Philippines thus having a big impact on the country's borrowing costs. This includes the
government debt credit rating for Philippines as reported by major credit rating agencies. The
ratings are based on a forward-looking macroeconomic model which takes into account
several leading economic indicators and financial markets.

In November 2022, Standard & Poor Ratings Group (“S&P”) affirmed the Philippines credit
outlook to positive, while affirming the country's current credit rating at 'BBB+' for long-term
and 'A-2' for short-term. A long-term credit rating of 'BBB' puts the Philippines at an adequate
investment grade, although adverse economic conditions could weaken the country's ability
to meet its financial obligations. On the other hand, the country's 'A-2' short-term rating means
that the Philippines has a satisfactory chance of meeting its short-term financial obligations.
S&P based its current report on the government's fiscal policies, including the Comprehensive
Tax Reform Program (“CTRP”), which is intended to fund the administration's "Build, Build,
Build" program. Change in ratings depends on the government's fiscal reform program over
the course of the next twenty four (24) months, if the reform agenda has been achieved or
stalls, if the recalibrated fiscal program leads to higher-than-expected net general government
debt levels, or if deem that policymaking settings have otherwise regressed against
expectations. On 30 April 2019, S&P raised the Philippines sovereign long-term credit rating
to BBB+, which is its highest rating to date. According to S&P, the upgrade was made on the
basis of the Philippines’ consistent economic growth, solid fiscal accounts, and good position
in the external environment. S&P stated that with the enactment of the first package of the
CTRP under TRAIN Act, finances are expected to remain sustainable while the country
addresses pressing infrastructure needs.

Moody's credit rating for Philippines was last set at Baa2 with stable outlook in December
2014 and was affirmed last March 2023 while in May 2023, Fitch's credit rating for Philippines
was last reported at BBB with stable outlook.

Any uncertainties, moreover downgrade, could have adverse impact on the liquidity in the
Philippine financial markets, the ability of the Government and Philippine companies, including
the Company, to raise additional financing and the interest rates and other commercial terms
at which such additional financing will be made available.

Natural or other catastrophes, including severe weather conditions, may materially


disrupt the Company’s operations, affect its ability to complete projects and result in
losses not covered by its insurance.

The Philippines is subject to frequent seismic activity. From 2019 to 2022, there were thirteen
(13) large known earthquakes in the Philippines, with magnitudes ranging from 5.6 to 7.1. On

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27 July 2022, a powerful 7.1 magnitude earthquake struck the province of Abra, killing at least
5 people, injuring at least 64, and damaging more than a hundred buildings and structures.
On 12 August 2021, an earthquake with a magnitude of 7.1 struck the islands of Mindanao,
though no damages or injuries were reported.

The Philippines also experiences occasional volcanic eruptions. Last January 2020, the Taal
Volcano erupted again after forty-two (42) years. The eruption affected thousands of families
and caused widespread damage in the aftermath. Although immediate ash fall clean-up and
disposal operations were conducted, the continued activity of the Taal Volcano forced the
affected LGUs (especially those in close proximity to the Taal Volcano) to impose restrictions
to movements within their respective territorial jurisdictions. As a result of this, business
operations within the vicinity of the volcano were severely affected and interrupted.
Businesses and properties which are farther likewise experienced minor interruptions primarily
due to ashfall. On 26 March 2022, the Taal Volcano erupted again, resulting to PHIVOLCS
issued an Alert Level 3 and recommended the immediate evacuation of residents in the
surrounding area. While the Taal Volcano has a classification of Alert Level 1 currently, in
September 2023, it spewed above average sulfur dioxide and volcanic smog, prompting
authorities to close schools in dozens of cities and towns and to urge people to stay indoors.

Approximately twenty (20) tropical cyclones enter the Philippine Area of Responsibility yearly,
an area which incorporates parts of the Pacific Ocean, West Philippines Sea and the Philippine
Archipelago (with the exception of Tawi-Tawi province). Among these cyclones, ten (10) will
be typhoons, with five (5) having the potential to be destructive ones. The Philippines is "the
most exposed country in the world to tropical storms" according to a Time Magazine.

Super Typhoon Karding made landfall in Luzon on 15 September 2022, affecting more than
714,200 people. The DAR reported around ₱1.97 Billion’s worth of agricultural damage since
the storm hit 148,091 hectares of farmlands.

There can be no assurance that the occurrence of such natural catastrophes will not materially
disrupt the Company’s operations. These factors, which are not within the Company’s control,
could potentially have significant effects on the Company’s development projects, many of
which are large infrastructure, such as buildings, which are susceptible to damage. Damage
to structures resulting from such natural catastrophes could also give rise to claims against
the Company from third parties or from customers, for example for physical injuries or loss of
property. As a result, the occurrence of natural or other catastrophes or severe weather
conditions may adversely affect the Company’s business, financial condition and results of
operations. Further, the Company does not carry any insurance for certain catastrophic
events, and there are certain losses for which the Company cannot obtain insurance at a
reasonable cost or at all. The Company also does not carry any business interruption
insurance. Should an uninsured loss or a loss in excess of insured limits occur, the Company
could lose all or a portion of the capital invested in a property, as well as the anticipated future
turnover from such property, while remaining liable for any project construction costs or other
financial obligations related to the property. Any material uninsured loss could materially and
adversely affect the Company’s business, operations, financial condition and results.

C. RISKS RELATING TO THE SERIES B PREFERRED SHARES

The Series B Preferred Shares may not be a suitable investment for all investors.

Each prospective investor in the Series B Preferred Shares must determine the suitability of
that investment in light of its own circumstances. In particular, each prospective investor
should:

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• Have sufficient knowledge and experience to make a meaningful evaluation of the
Series B Preferred Shares, the merits and risks of investing in the Series B Preferred
Shares and the information contained in this Prospectus;
• Have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Series B Preferred
Shares and the impact the Series B Preferred Shares will have on its overall
investment portfolio;
• Have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Series B Preferred Shares, including where the currency for principal or dividend
payments is different from the prospective investor’s currency;
• Understand thoroughly the terms of the Series B Preferred Shares and be familiar with
the behavior of any relevant financial markets; and
• Be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate, foreign exchange rate and other factors that may
affect its investment and its ability to bear the applicable risks.

Shareholders have no right to require redemption and bear the financial risk of selling
their Series B Preferred Shares at a loss.

Shareholders have no right to require the redemption of Series B Preferred Shares by the
Company at any time since they have no fixed final maturity date. If the Shareholders intend
to dispose their shares, they can only do so in the secondary market. Shareholders would
have to bear the financial risk on the possibility of the Series B Preferred Shares being sold at
a price below the amount paid for by the Shareholders, if at the time of the sale insufficient
liquidity exists in the market for the Series B Preferred Shares.

The Company has a discretion to defer dividend payments on the Series B Preferred
Shares.

Payment of cash dividends on the Series B Preferred Shares is not guaranteed since the
Company has discretion whether or not to declare and pay the dividends on a Dividend
Payment Date. Further, Shareholders will not receive dividends on a Dividend Payment Date
or for any period if the Company does not have retained earnings out of which to pay
dividends. Given these dividend limitations, the market price for the Series B Preferred Shares
may be more volatile compared to other securities which do not have the said limitations.

If dividends on the Series B Preferred Shares are not paid, its market price may be adversely
affected since they may be traded at a lower price than they might otherwise have been traded
if dividends had been paid.

A Shareholder who disposes of his Series B Preferred Shares during such a period may
receive a lower return on his investment compared to Shareholder who may have opted to
hold the Series B Preferred Shares until the dividends are paid.

The market price of the Series B Preferred Shares may be affected by several factors
which could result to its volatility.

The market price of the Series B Preferred Shares could be affected by several factors such
as but not limited to: (i) the market value of the assets of the Company; (ii) market conditions;
(iii) condition of Philippine politics and economy; (iv) recommendations of financial analysts;
(v) condition of business operations or occurrence of business risks; and (vi) changes in
Government regulations and legislations.

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Furthermore, global equity markets have experienced price and volume volatility that has
affected the prices of the shares of various companies. These fluctuations could also
adversely affect the market price of the Series B Preferred Shares.

There is no guarantee on the existence of active and liquid market for the Series B
Preferred Shares.

The Company cannot guarantee that the market for the Series B Preferred Shares will always
be active or liquid upon their listing on the PSE, considering the unpredictability and relative
lack of stability in the Philippine securities markets. Further, Philippine securities markets are
substantially less liquid compared to major securities markets in other jurisdictions.

Moreover, there is no obligation on the part of the Company and the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner to create a trading market for the Preferred Shares.
Should they opt to create such trading market, the same will be subject to limits imposed by
applicable law, and runs the risk of termination without notice. It is also for this reason that the
Company cannot guarantee the existence of an active or liquid trading market.

Consequently, a Shareholder may be constrained either to hold his Series B Preferred Shares
for an indefinite period of time or to trade and sell them at a loss (i.e. less than the Offer Price).

The Company may not have enough residual assets to pay the holders of the Series B
Preferred Shares in full.

The Series B Preferred Shares will constitute unsecured and subordinated obligations of the
Company. While Shareholders enjoy preference over the holders of Common Shares in some
matters, in the event of winding-up of the Company their rights and claims are still
subordinated to the claims of all other creditors of the Company,

Under Philippine Corporation law, holders of Series B Preferred Shares will be entitled only to
residual assets of the Company which remains after the satisfaction of the claims of the
creditors of the Company. Since Series B Preferred Shares are subordinated obligations, there
is a substantial risk that the Shareholder will not be able to recover his investment in full or at
all, if the Company has no residual assets upon winding-up of its corporate affairs.

The Series B Preferred Shares does not contain any term or condition which restricts the
Company from incurring additional indebtedness, including those that which rank senior to or
pari passu with the Series B Preferred Shares.

The Company’s existing and future indebtedness may affect its ability to pay the
amounts due to the holders of the Series B Preferred Shares.

In order to sustain the business, the Company has outstanding indebtedness and still intends
to enter into financing agreements in the future, either directly or indirectly through its
Subsidiaries. Such financing agreements, including those already executed, may contain
provisions which could limit or restrict the Company to pay the amounts due to the holders of
Series B Preferred Shares. There is no guarantee that existing or future financing
arrangements will not adversely affect the Company’s ability to make payments on the Series
B Preferred Shares.

Holders of the Series B Preferred Shares may not be able to reinvest at a similar return
on investment.

On the Optional Redemption Date or at any time a Tax Event or an Accounting Event occurs,
the Company may redeem the Series B Preferred Shares for cash at the redemption price

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See “Description of the Series B Preferred Shares” of this Prospectus. At the time of
redemption dividend rates may be lower than at the time of the issuance of the Series B
Preferred Shares and, consequently, the holders of the Series B Preferred Shares may not be
able to reinvest the proceeds at a comparable yield or purchase securities otherwise
comparable to the Series B Preferred Shares.

The Series B Preferred Shares are non-voting shares.

Shareholders will not be entitled to elect the Directors of the Company. Generally, Series B
Preferred Shares have no voting rights except in the instances enumerated under the law or
where voting rights are specifically granted by a corporation to holders of its Preferred Shares.

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PHILIPPINE TAXATION
The following is a discussion of the material Philippine tax consequences on the acquisition,
ownership and disposition of the Series B Preferred Shares, as well as declaration of dividends
to holders thereof (“Preferred Share Transactions”). Discussion hereof does not purport to
cover tax aspects of Series B Preferred Share Transactions under tax laws of other
jurisdictions. This discussion is based upon Philippine laws, regulations, rulings, and income
tax conventions (treaties) in effect at the date of this Prospectus.

The tax treatment of a Preferred Shareholder may vary depending upon such Preferred
Shareholder’s particular situation, and certain Preferred Shareholder may be subject to special
rules not discussed below. This discussion does not purport to address all tax aspects that
may be important to a Preferred Shareholder.

PROSPECTIVE PURCHASERS OF THE SERIES B PREFERRED SHARES ARE URGED


TO CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX
CONSEQUENCES OF THE SERIES B PREFERRED SHARE TRANSACTIONS,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY LOCAL OR FOREIGN TAX
LAWS.

On 1 January 2018, Republic Act No. 10963, otherwise known as the TRAIN Law, took effect.
The TRAIN Law amended certain provisions of the National Internal Revenue Code of 1997
(“Tax Code”) by simplifying income tax, estate and donor’s taxes, expanding the VAT base
and introducing additional items that would be subject to excise taxes. It is the first of five
packages of the Comprehensive Tax Reform Program (“CTRP”) of the Philippine government.

Pursuant to the Tax Code, the following terms used in this section shall refer to:

a. “resident alien” - an individual whose residence is within the Philippines and who is not
a citizen thereof;
b. “non-resident alien” - an individual whose residence is not within the Philippines and
who is not a citizen of the Philippines;
c. “non-resident alien engaged in trade or business within the Philippines” – a non-
resident engaged in trade or business in the Philippines, provided that, a non-resident
individual who is actually within the Philippines for an aggregate period of more than
180 days during any calendar year shall be deemed as non-resident alien doing
business in the Philippines;
d. “non-resident alien not engaged in trade or business within the Philippines” - non-
resident alien who is actually within the Philippines for an aggregate period of 180 days
or less during any calendar year shall be deemed as non-resident alien not doing
business in the Philippines;
e. “domestic corporation” – a corporation that is created or organized in the Philippines
or under its laws;
f. “resident foreign corporation” – a non-domestic corporation engaged in trade or
business within the Philippines; and
g. “non-resident foreign corporation” – a non-domestic corporation not engaged in trade
or business within the Philippines.

On 11 April 2021, Republic Act No. 11534, or the Corporate Recovery and Tax Incentives for
Enterprises Act (“CREATE”), being the second package of the CTRP, took effect. The
CREATE Law brought about numerous changes with respect to corporate income tax rates,
capital gains tax on the sale of shares of stock not traded in the stock exchange, among others
Below are some of the salient provisions of the CREATE Law:

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(i) Effective 1 July 2020, corporate income tax is reduced from 30% to 25% imposed upon
the taxable income derived during each taxable year from all sources within and
without the Philippines by every domestic corporation.1

Corporations with a net taxable income not exceeding Five Million Pesos (Php
5,000,000.00) and with total assets not exceeding One Hundred Million Pesos (Php
100,000,000.00), excluding the land on which the particular business entity’s office,
plant and equipment are situated during the taxable year for which the tax is imposed,
shall be taxed at 20%.

(ii) Effective 1 July 2020, income tax at the rate of 25% of the taxable income derived from
all sources within the Philippines is imposed on foreign corporations engaged in trade
or business in the Philippines.

(iii) Effective 1 January 2021, a foreign corporation not engaged in trade or business in the
Philippines shall pay a tax equal to 25% of the gross income received during each
taxable year from all sources within the Philippines.

(iv) Effective 1 July 2020 until 30 June 2023, the minimum corporate income tax rate
(“MCIT”) is reduced from 2% to 1%. Any excess of the MCIT over the ordinary
corporate income tax shall be carried forward and credited against the latter for the
three (3) immediately succeeding taxable years. Subject to certain conditions, the
MCIT may be suspended for corporations which suffer losses on account of a
prolonged labor dispute, or because of force majeure, or because of legitimate
business reverses.

(v) Effective 1 January 2022, regional operating headquarters shall be subject to the
regular corporate income tax of 25%.

(vi) The improperly accumulated earnings tax shall no longer be imposed on corporations
upon the effectivity of the CREATE onwards.

(vii) A final tax at the rate of 15% is imposed upon the net capital gains realized during the
taxable year from the sale, barter, exchange or other disposition of shares of stock in
a domestic corporation, except shares sold or disposed of through the stock exchange.

TAX ON SALE, EXCHANGE OR DISPOSITION OF SHARES

SHARES LISTED AND TRADED THROUGH THE PSE

Without prejudice to the application of an income tax treaty, every sale, barter, exchange, or
other disposition of shares of stock listed and traded through the PSE, other than the sale by
a dealer in securities, shall be subject to a stock transaction tax at the rate of 6/10 of 1% of
the gross selling price or gross value in money of the shares of stock sold, bartered,
exchanged or otherwise disposed which shall be paid by the seller or transferor. This stock
transaction tax is classified as a percentage tax imposed in lieu of a capital gains tax. A value-
added tax (“VAT”) of 12% is imposed on the commission earned by the PSE-registered broker
who facilitated the sale, barter, exchange or disposition through the PSE.

1
The term 'corporation' shall include one person corporations, partnerships, no matter how created or organized,
joint stock companies, joint accounts, associations, or insurance companies, but does not include general
professional partnerships and a joint venture or consortium formed for the purpose of undertaking construction
projects or engaging in petroleum, coal, geothermal and other energy operations pursuant to an operating
consortium agreement under a service contract with the Government.

97
However, instead of the stock transaction tax, the tax on sale, exchange or disposition of
shares not listed and trade through the PSE shall apply for the sale of listed Company’ shares
during the trading suspension since the sale thereof may be effected only outside the trading
system of the PSE.

On 7 November 2012, the BIR issued Revenue Regulations No. 16-2012 which provides that
the sale, barter, transfer, and/or assignment of shares of listed companies that fail to meet the
minimum public ownership (“MPO”) requirement after 31 December 2012 will be subject to
capital gains tax and documentary stamp tax.

Pursuant to the PSE Amended Rule on Minimum Public Ownership, listed companies are
required, at all times, to maintain a minimum percentage of listed securities held by the public
of 10.0% or 20.0%, as applicable, of the listed companies’ issued and outstanding shares,
exclusive of any treasury shares. For purposes of determining compliance with the MPO,
shares held by the following are generally considered “held by the public”: (i) individuals (for
as long as the shares held are not of a significant size (i.e., less than 10.0%) and are non-
strategic in nature; (ii) trading participants (for as long as the shares held are non-strategic in
nature); (iii) investment and mutual funds; (iv) pension funds; (v) PCD nominees if this account
constitutes a number of shareholders, none of which has significant holdings (provided that if
an owner of shares under the PCD Nominee has a shareholding that is 10% or more of the
total issued and outstanding shares, then this shareholder is considered a principal
stockholder); and (vi) social security funds.

Listed companies which become non-compliant with the MPO on or after 1 January 2013 will
be suspended from trading for a period of not more than six (6) months and will automatically
be delisted if it remains non-compliant with the MPO after the lapse of the suspension
period. Suspended or delisted shares will not be traded on the exchange. In addition, sale of
shares of listed companies that do not maintain the MPO are not considered publicly listed for
taxation purposes and should, therefore, be subjected to capital gains tax and DST.

On 4 August 2020, the PSE issued Guidelines on MPO Requirement for Initial and Backdoor
Listings, effective immediately. Under the guidelines, companies applying for initial listing
through an initial public offering are required to have a minimum public offer size of 20% to
33% of its outstanding capital stock, as follows:

Market Capitalization Minimum Public Offer


Not exceeding ₱500 million 33% or ₱50 million, whichever is higher
Over ₱500 million to ₱1 billion 25% or ₱100 million, whichever is higher
Over ₱1 billion 20% or ₱250 million, whichever is higher

A company listing through an initial public offering is required to maintain at least 20% public
ownership level at all times, whether the listing is initial or through backdoor listing. For
companies doing a backdoor listing, the 20% MPO requirement shall be reckoned from the
actual issuance or transfer (as may be applicable) of the securities which triggered the
application of the Backdoor Listing Rules or from actual transfer of the business in cases
where the Backdoor Listing Rules are triggered by a substantial change in business.

In accordance with the SEC Memorandum Circular No. 13 Series of 2017 issued on 1
December 2017, the MPO requirement on initial public offerings is increased from 10.0% to
20.0%. For existing publicly listed companies, the existing rules and/or guidelines of an
exchange on minimum public float duly approved by the SEC still apply. The PSE rule on MPO
requires that listed companies shall, at all times, maintain a minimum percentage of listed
securities held by the public of 10.0% or 20.0%, as applicable, of the listed companies’ issued

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and outstanding shares, exclusive of any treasury shares. Pursuant to PSE Circular No. 2020-
0076, the 20% MPO requirement will also apply to companies applying for listing by way of
introduction and companies undertaking a backdoor listing. Notwithstanding such rules,
however, real estate investment trusts must comply with the minimum of public ownership
requirements prescribed by the REIT Act of 2009.

SHARES NOT LISTED AND TRADED THROUGH THE PSE

The net capital gains realized by an individual taxpayer or a domestic corporation (other than
a dealer in securities) during each taxable year from the sale, exchange or disposition of
shares of stock in the Philippine corporation listed at and effected outside the facilities of the
PSE, are subject to capital gains tax at the final rate of 15% of the net capital gains realized
during the taxable year. Net capital gains realized by resident and non-resident foreign
corporations during each taxable year from the sale, exchange or disposition of shares of
stock in a Philippine corporation listed at but effected outside of the facilities of the local stock
exchange, are also subject to the final tax rate of 15% based on the net capital gains realized
during the taxable year.

Further, if the the fair market value of the shares of stock in a Philippine corporation sold
outside the facilities of the PSE exceeds the consideration received, the amount by which the
fair market value exceeds the selling price shall be deemed a gift that is subject to donor’s tax:
Provided, however, that a sale, exchange or other transfer of property made in the ordinary
course of business (a transaction which is a bona fide, at arm’s length, and free from any
donative intent), will be considered as made for an adequate and full consideration in money
or money’s worth and will not be subject to donor’s tax.

The foregoing, however, is without prejudice to the application of an income tax treaty
providing for exemption from capital gains tax. In which case, to avail of the exemption, an
application for tax treaty relief has to be filed with and approved by the BIR.

No change in ownership of shares shall be recorded in the stock and transfer book of the
Company, unless a Certificate Authorizing Registration has been secured from the BIR,
certifying that capital gains and documentary stamp taxes relating to the sale or transfer have
been paid or, where applicable, tax treaty relief has been confirmed by the International Tax
Affairs Division (“ITAD”) of the BIR in respect of the capital gains tax, or other conditions that
should be met.

TAX ON DIVIDENDS

Under the Tax Code, tax on cash or property dividends received from a domestic corporation
shall vary depending on who the recipient is, as follows:

a. citizens or residents of the Philippines (including resident aliens) – final tax rate of 10%;
b. non-resident alien individuals engaged in trade or business within the Philippines –
final tax rate of 20% based on the gross amount of dividends, subject to applicable
preferential tax rates under tax treaties in force between the Philippines and the
country of domicile of such non-resident alien individuals;
c. non-resident alien individuals not engaged in trade or business within the Philippines -
tax rate of 25%, subject to applicable preferential tax rates under tax treaties executed
between the Philippines and the country of residence or domicile of such non-resident
foreign individuals;
d. domestic corporation and resident foreign corporation – exempt from tax;
e. non-resident foreign corporation – final tax rate of 25%. The 25% final tax rate may be
reduced to a lower rate of 15% if the tax sparing rule applies, which is when:

99
(i) the country where the non-resident foreign corporation is domiciled imposes no
tax on foreign sourced dividends; or
(ii) the country of domicile of the non-resident foreign corporation allows a credit
against the tax due from the nonresident foreign corporation on taxes deemed
to have been paid in the Philippines; provided, effective 1 July 2020, the credit
against tax due shall be equivalent to 15%, which represents the difference
between the regular income tax on corporations and the 15% tax on dividends.

To avail of the 15% preferential tax rate, a non-resident foreign corporation must file an
application with the BIR for a confirmatory ruling on its entitlement pursuant to Revenue
Memorandum Order No. 46-20 (Guidelines and Procedures for the Availment of the Reduced
Rate of 15% on Intercompany Dividends Paid by a Domestic Corporation to a Non-resident
Foreign Corporation Pursuant to Section 28 (B) (5) (b) of the Tax Code, as amended dated
23 December 2020). The application has to be filed with the BIR-ITAD within ninety (90) days
from “the remittance of the dividends or from the determination by the foreign tax authority of
the deemed paid tax credit/non-imposition of tax because of the exemption, whichever is later.”
A domestic corporation is not required to first secure a ruling from the BIR in order to use the
tax sparing rate when it remits the dividends. However, it is required to determine if under the
law of the country of domicile of the non-resident foreign corporation, such non-resident
foreign corporation is granted the applicable “deemed paid” tax credit, or an exemption from
income tax on such dividends

If the regular tax rate is withheld by the Company instead of the reduced rates applicable
under an income tax treaty, the non-resident foreign corporation may file a claim for refund
from the BIR. However, because the refund process in the Philippines requires the filing of an
administrative claim and the submission of supporting information, and may also involve the
filing of a judicial appeal, it may be impractical to pursue such a refund. Taxes on dividends
shall be withheld by Company and remitted to the BIR in behalf of the shareholders.

The foregoing, however, is without prejudice to the applicable preferential tax rates under
income tax treaties executed between the Philippines and the country of residence or domicile
of a non-resident alien or non-resident foreign corporation. The BIR prescribed certain
procedures for availment of tax treaty relief on dividends under Revenue Memorandum Order
No. 14-2021 (Streamlining the Procedures and Documents for the Availment of Treaty
Benefits dated 31 March 2021), as clarified by Revenue Memorandum Circular No. 77-21
(Clarification on Certain Provisions of Revenue Memorandum Order No. 14-21, dated 15 June
2021). To avail of the tax treaty relief benefits, the following shall be observed:

(i) The non-resident income recipient should submit to the withholding agent or income
payor the submitted Application Form for Treaty Purposes, Tax Residency Certificate
duly issued by the foreign tax authority, and the relevant provision of the applicable tax
treaty on whether to apply a reduced rate of, or exemption from, withholding at source
on the income derived by the nonresident income recipient. The documents should be
submitted to each withholding agent or income payor prior to the payment of income
for the first time. The failure to provide the said documents when requested may lead
to the withholding using the regular withholding rates without the tax treaty benefit rate.

(ii) When the preferential tax rates have been applied by the withholding agent, it shall file
with the ITAD a request for confirmation on the propriety of the withholding tax rates
applied by the withholding agent. On the other hand, if the regular withholding rates
have been imposed on the income, the non-resident income recipient shall file a tax
treaty relief application (“TTRA”) with ITAD. In either case, each request for
confirmation and TTRA shall be supported by the documentary requirements set out
in the issuance.

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(iii) The request for confirmation shall be filed by the withholding agent at any time after
the payment of withholding tax but shall in no case be later than the last day of the
fourth month following the close of each taxable year. On the other hand, the filing of
the TTRA may be filed by the nonresident income recipient at any time after the receipt
of the income.

If the BIR determines that the withholding tax rate applied is lower than the rate that should
have been applied on an item of income pursuant to the treaty, or that the non-resident
taxpayer is not entitled to treaty benefits, it will issue a BIR Ruling denying the request for
confirmation or TTRA. Consequently, the withholding agent shall pay the deficiency tax plus
penalties.

If the withholding tax rate applied is proper or higher than the rate that should have been
applied, the BIR will issue a certificate confirming the non-resident income recipient’s
entitlement to treaty benefits. In the latter case, the taxpayer may apply for a refund of excess
withholding tax.

For property dividends, taxes such as VAT, DST and local transfer tax may be imposable
depending on the type of property distributed as dividends. Stock dividends distributed pro
rata to all holders of shares are not subject to Philippine income tax. A stock dividend
constitutes income if it gives the shareholder an interest different from that which his former
stock holdings represented. A stock dividend does not constitute income if the new shares
confer no significantly different rights or interest than did the old. The sale, exchange or
disposition of shares received as property dividends by the holder is subject to either capital
gains tax and documentary stamp tax or stock transaction tax.

DOCUMENTARY STAMP TAX (“DST”)

There shall be a DST imposed on every original issue of shares of stock by any association,
company or corporation, in the amount of ₱2.00 on each ₱200.00, or fractional part thereof,
of the par value, of such shares of stock issued. In case of the original issue of shares of stock
without par value, the amount of the documentary stamp tax herein prescribed shall be based
on the actual consideration for the issuance of such shares of stock.

The transfer of shares, other than by original issuance, by way of sale, agreement to sell, or
memoranda of sale, or deliveries, or transfer of shares or certificates of stock in any
association, company, or corporation shall be subject to DST of ₱1.50 on each ₱200.00, or
fractional part thereof, of the par value of such stock sold or transferred. In the case of stock
without par value, the amount of the DST herein prescribed shall be equivalent to 50% of the
DST paid upon the original issue of said stock.

The DST is payable by either the transferor or transferee of the shares. However, if the
transferor enjoys exemption from the DST, the transferee who is not exempt shall be directly
liable for the same.

The sale, barter or exchange of shares of stock listed and traded at the PSE is exempt from
DST. In addition, the borrowing and lending of securities executed under the Securities
Borrowing and Lending Program of a registered exchange, or in accordance with regulations
prescribed by the appropriate regulatory authority, are likewise exempt from documentary
stamp tax. However, the securities borrowing and lending agreement should be duly covered
by a master securities borrowing and lending agreement acceptable to the appropriate
regulatory authority, and should be duly registered and approved by the BIR.

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ESTATE AND DONOR’S TAX

Shares of a domestic corporation transferred by way of succession is subject to Philippine


estate tax. Philippine donor’s tax, on the other hand, shall apply if such shares are transferred
by way of donation.

Estate tax is equivalent to 6% of the net estate of the deceased, while donor’s tax is 6% of the
total gifts in excess of ₱250,000.00 gift made during the calendar year by the donor.

When property (other than real property subject to capital gains tax) is transferred for less than
an adequate and full consideration in money or money’s worth, the amount by which the fair
market value of the property exceeded the value of the consideration shall be deemed a gift
or donation subject to donors’ tax. However, a sale, exchange, or other transfer of property
made in the ordinary course of business, or a transaction made at arm’s length and free from
donative intent, will be considered as made for an adequate and full consideration in money
or money’s worth, and will not be subject to donors’ tax.

The estate or donor’s taxes payable in the Philippines may be credited with the amount of any
estate or donor’s taxes imposed by the authority of a foreign country, subject to limitations on
the amount to be credited, and the tax status of the donor. The estate tax and the donor’s tax,
in respect of the Preferred Shares, shall not be collected:
(i) If the decedent at the time of his death or the donor at the time of the donation was a
citizen and resident of a foreign country which at the time of his death or donation did
not impose a transfer tax of any character, in respect of intangible personal property
of citizens of the Philippines not residing in that foreign country; or

(ii) if the laws of the foreign country of which the decedent or donor was a citizen and
resident at the time of his death or donation allows a similar exemption from transfer
or death taxes of every character or description in respect of intangible personal
property owned by citizens of the Philippines not residing in that foreign country.

TAX ON TRANSACTIONS OUTSIDE THE PHILIPPINES

Gain from sale of shares a domestic corporation is deemed derived entirely from Philippine
sources, regardless of the place of sale and thus, subject to Philippine income tax. The transfer
of such shares by donation or succession is subject to the donors’ tax or estate tax.

Note that the tax treatment of a non-resident shareholder in jurisdictions outside the
Philippines may vary depending on the tax laws applicable to such shareholder. This
Prospectus does not discuss the tax considerations of non-resident shareholders under laws
other than those of the Philippines.

PREFERENTIAL RATES UNDER INCOME TAX TREATIES

Below is a summary of some of the countries with which the Philippines has tax treaties and
the tax rates currently applicable to non-resident holders who are residents of those countries:

Dividend Stock Transaction Tax Capital Gains Tax (for


(for Sale of Shares Sale of Shares not Listed
Listed and Traded and Traded Through
Through PSE) PSE)

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Canada 25%2 0.60%3 May be exempt4
China 15%5 Exempt6 May be exempt3
France 15%7 Exempt8 May be exempt3
Germany 15%9 Exempt10 May be exempt3
Japan 15%11 0.60%2 May be exempt3
Singapore 25%12 0.60%2 May be exempt3
United Kingdom 25%13 0.60%2 Exempt14
United States 25%15 0.60%2 May be exempt3

2
15% if the recipient company controls at least 10% of the voting power of the company paying the dividends;.
3
If the stock transaction tax is not expressly included in the tax treaty, the income recipient will be subject to stock
transaction tax at the rate of 0.6% of the gross selling price or gross value in money of the shares of stock sold,
bartered, exchanged or otherwise disposed as provided under Tax Code, as amended by TRAIN Act.
4
Capital gains are taxable only in the country where the seller is a resident, provided the shares are not those of
a corporation, the assets of which consist principally of real property situated in the Philippines, in which case the
sale is subject to Philippine taxes.
5
10% if the beneficial owner is a company which holds directly at least 10% of the capital of the company paying
the dividends;.
6
Article 2(1)(b) of the RP-China Tax Treaty with respect to Taxes on Income was signed on 18 November 1999.
7
10% if the recipient company holds directly at least 10% of the voting shares of the company paying the dividends.
8
Article 1 of the Protocol to the Tax Convention between the Government of the Republic of the Philippines and
the Government of the French Republic signed on 9 January 1976 was signed in Paris, France on 26 June 1995.
9
5% if the recipient company holds directly at least 70% of the capital of the company paying the dividends; 10%
if the recipient company holds directly at least 25% of the capital of the company paying the dividends;
10
Article 2 (3)(a) of RP-Germany Tax Treaty with respect to Taxes on Income and Capital signed on 9 September
2013.
11
10% if the recipient company holds directly at least 10% of either the voting shares of the company paying the
dividends or of the total shares issued by that company during the period of six months immediately preceding the
date of payment of the dividends;.
12
15% if during the part of the taxable year of the paying company which precedes the date of payment of dividends
and during the whole of its prior taxable year at least 15% of the outstanding shares of the voting shares of the
paying company were owned by the recipient company;
13
15% if the recipient company is a company which controls directly or indirectly at least 10% of the voting power
of the company paying the dividends;
14
Under the RP-UK Tax Treaty, capital gains on the sale of the shares of Philippine corporations are subject to tax
only in the country where the seller is a resident, irrespective of the nature of the assets of the Philippine
corporation.
15
20% if during the part of the taxable year of the paying company which precedes the date of payment of dividends
and during the whole of its prior taxable year, at least 10% of the outstanding shares of the voting shares of the
paying corporation were owned by the recipient corporation. Notwithstanding the rates provided under the RP-US
Tax Treaty with respect to Taxes on Income, corporations which are residents of the United States may avail of
the 15% withholding tax rate under the tax-sparing clause of the Philippine Tax Code provided certain conditions
are met.

103
USE OF PROCEEDS
Following the offer and sale of ₱2,000,000,000.00 perpetual, cumulative, non-voting, non-
participating, redeemable, non-convertible, Philippine Peso-denominated Series B Preferred
Shares, CPGI expects that the net proceeds of the Offer shall amount to approximately
₱1,963,942,475.00 after fees, commissions and expenses. Assuming an oversubscription of
up to ₱2,000,000,000.00, CPGI expects total net proceeds of approximately
₱3,943,825,675.00 after fees, commissions, and expenses.

Net proceeds from the Offer are estimated to be as follows:

Firm Offer +
Firm Offer Oversubscription
Option
Estimated proceeds from the sale of
₱2,000,000,000.00 ₱4,000,000,000.00
Series B Preferred Shares
Less: Estimated expenses
Underwriting fees 19,500,000.00 39,500,000.00
Trading Participants selling fees 500,000.00 500,000.00
DST 106,000.00 212,000.00
SEC registration and legal research fee 1,830,625.00 1,830,625.00
PSE Filing fee (inclusive of VAT) 5,500,000.00 5,500,000.00
PDTC Lodgement Fee 60,800.00 71,600.00
Legal fees (excluding OPE)(1) 4,000,000.00 4,000,000.00
Stock Transfer and Receiving Agent fee 650,000.00 650,000.00
Insurance Commission processing fee 10,100.00 10,100.00
Audit fees 3,900,000.00 3,900,000.00
Total Estimated Expenses ₱36,057,525.00 ₱56,174,325.00
Total Estimated net proceeds for the ₱1,963,942,475.00 ₱3,943,825,675.00
Offer
(1) Legal fees to be paid to the Counsel of the Issuer and independent third party counsel, Flores Law Office.

TIMING AND USE OF PROCEEDS

The net proceeds from this Offering shall be used by the Company based on the following
allocation and schedule of disbursements, in order of priority:

Percentage of
Net Net Proceeds Total Net
Percentage
Proceeds from the Offer Proceeds from
of Total Net
from the assuming the the Offer Estimated Status of
Proceeds
Purpose Base Oversubscription assuming the Timing of Project
from the
Offer Option is Fully Oversubscription Disbursement Development
Base Offer
(₱ Exercised Option is Fully
(%)
Million) (₱ Million) Exercised
(%)

Payment of
the principal
amount
CPGI Fixed 1,964 100% 3,000 76.07% 1 March 2024 Not applicable
Rate 3-Year
Bonds with
coupon rate
of 4.8467%

104
issued on 1
March 2021

Future
Partially fund
developments
strategic land
Q2 2024 to Q3 of various
banking for 0 - 350 8.87%
2024 PHirst Park
PHirst Park
Homes
Homes
projects

Partially fund
capital Future
expenditures Q2 2024 to Q3 developments
0 - 350 8.87%
for Azure 2024 of new Azure
North North projects
development

Fund general April to


corporate 0 - 244 6.19% December Not applicable
requirements 2024

Total 1,964 100% 3,944 100%

Finance the Principal Payment of CPG Fixed Rate 3-Year Bonds

A portion of the net proceeds of the Base Offer shall be used to partially pay the principal
amount of CPGI’s ₱3 Billion Unsecured Fixed Rate Peso Retail Bonds due 1 March 2024,
while the remaining balance shall be paid through internally generated funds and/or bank lines.
If the Oversubscription Option is fully exercised, ₱3 Billion of the net proceeds of the Offer
shall be used to pay the principal amount of the bonds. The said bonds which have a coupon
rate of 4.8467% per annum were issued on 1 March 2021. The bonds are listed in the fixed
income board of the Philippine Dealing & Exchange Corp. (“PDEx”). The majority bondholder
of the bonds to be redeemed as of 10 January 2024 is as follows:

Name of Bondholder Principal Amount Percentage (%)


(₱ Millions)
PDTC Nominee Corp. – Taxable 239.13 7.97%

Subtotal 239.13 7.97%


Others 2,760.87 92.03%
Total 3,000 100.0%

None of the proceeds will be used to refinance the term loans with the parent company or
affiliates of the Sole Issue Manager, Sole Lead Underwriter and Sole Bookrunner.

Strategic Land Banking for PHirst Park Homes

To capitalize on a huge housing demand in the Philippines, PPHI strategically targeted to


develop its first twenty (20) projects around Calabarzon and Central Luzon, the regions with
the highest number of housing backlog. Following the same direction, PPHI likewise aimed at
expanding its reach by widening the range of its product offering to other market segments
(Socialized & Economic, and the Mid-Income), covering the 6.5 million unmet housing needs.

With solid proofs of concept of its business and operating model, in Q4 2023, PPHI embarks
on taking its brand signature outside of Luzon, debuting in the biggest housing market in
Visayas (Region VI) via PHirst Park Homes Bacolod in the fourth quarter of 2023.

105
Experiencing the warm welcome and excitement from the Bacolod market, PPHI is seeding
its Visayas expansion plan with capital appropriated to secure identified rawland properties
situated in some of the bustling territories both in Bacolod City and Iloilo Province. The
Company will allocate ₱350 million from the net proceeds to partially finance the acquisition
of the following properties.

Location Developer Allocation Project Description Esitmated Estimated Target Timing of


for Purchase Development Area Units Disbursement
of Land (Hectares)
(P Million)
Vista Alegre, PPHI 150 Horizontal Affordable Housing 17 1,700 Q2 2024
Bacolod City Development
San Miguel, PPHI 100 Horizontal Affordable Housing 17 1,400 Q3 2024
Iloilo Development
Mansilingan PPHI 100 Horizontal Affordable Housing 38 1,700 Q3 2024
Bacolod City Development Mid-Income Housing 900
Total 350 72 5,700

This disbursement will either be in the form of equity infusion of the Company into PPHI, or
through a loan agreement with this subsidiary.

As of the date of this Prospectus, an agreement for the acquisition of the land in Vista Alegre,
Bacolod City has already been signed while negotiations are being undertaken for the
acquisitions of the properties in San Miguel, Iloilo and Mansilingan, Bacolod City. Should the
terms and conditions of the acquisitions turned out to be unfavorable for the Company or the
allotted funds be more than the final price, the Company may consider other sites.

Capital Expenditures for Azure North Development

The Company’s capital expenditure for 2024 includes the funds needed for the proposed
expansion of the Azure North development project in San Fernando, Pampanga under CLC.
The Company will allocate ₱350 million from the net proceeds of this Offer to partially finance
the capital expenditures for the first building of Azure North Medium Rise Building (MRB) which
will comprise six (6) MRBs. This disbursement will either be in the form of equity infusion of
the Company into CLC, or through a loan agreement with this subsidiary.

Project Project Developer Total Total Allocation Project Launch Target Date of
Name Location Project Spent to from Net Description Date Completion
Cost Date Proceeds
(P Million) (P Million) (P Million)
Azure North San CLC 1,100 10 350 Low to medium Q2 2024 Q2 2027
Medium Rise Fernando, rise building for
Building 1 Pampanga sale, with total
GFA of 13,227
sq. m, 375
units and ₱2.5
Billion sales
value

Total 1,100 10 350

Fund General Corporate Requirements

If the oversubscription is fully exercised, approximately ₱244 Million out of the ₱3.944 Billion
net proceeds will be used to partially finance the general corporate requirements, including
but not limited to working capital, of CLC, CCDC or PPHI. This disbursement will either be in
the form of equity infusion of the Company into CLC, CCDC or PPHI or through a loan
agreement with these subsidiaries.

106
In the event that the Oversubscription Option is partly exercised or not exercised at all, the
Company shall use internally generated funds and/or available bank lines to the extent the net
proceeds of the Offer are insufficient to fund the use of proceeds discussed above.

No amount of the proceeds is to be used to reimburse any officer, director, employee, or


shareholder, for services rendered, assets previously transferred, money loaned or advanced,
or otherwise.

The Company undertakes that it will not use the net proceeds from the Offer for any purpose,
other than as discussed above. The Company’s cost estimates may also change as these
plans are developed further, and actual costs may be different from budgeted costs. For these
reasons, timing and actual use of the net proceeds may vary from the foregoing discussion
and the Company’s management may find it necessary or advisable to alter its plans. In the
event of any substantial deviation, adjustment or reallocation in the planned use of proceeds,
the Company shall inform the SEC, PSE and the holders of the Series B Preferred Shares in
writing at least thirty (30) days before such deviation, adjustment or reallocation is
implemented. Any material or substantial adjustments to the use of proceeds, as indicated
above, should be approved by the Board, and disclosed to the PSE. In addition, the Company
shall submit via the PSE’s online disclosure system, the Electronic Disclosure Generation
Technology (“EDGE”), the following disclosures to ensure transparency in the use of
proceeds:

a. any material disbursements made in connection with the planned use of proceeds from
the Offer;

b. quarterly progress report on the application of the proceeds from the Offer on or before
the first fifteen (15) days of the following quarter;

c. annual summary of the application of the proceeds on or before 31 January of the


following year; and

d. approval by the Board of any reallocation on the planned use of proceeds. The actual
disbursement or implementation of such reallocation must be disclosed by the
Company at least 30 days prior to the said actual disbursement or implementation.

The Company shall submit a certification by the Company’s Treasurer and external auditor on
the accuracy of the information reported by the Company to the PSE, as well as a detailed
explanation for any material variances between the actual disbursements and the planned use
of proceeds in the Prospectus, if any, in the Company’s quarterly and annual reports as
required in items (b) and (c) above. Such detailed explanation will state the approval of the
Board as required in item (d) above.

107
DILUTION
The Series B Preferred Shares will not have any dilutive effect as these are non-voting, non-
convertible and non-participating.

108
DETERMINATION OF OFFER PRICE
The Offer Price of ₱100.00 is at a premium to the Preferred Share’s par value of ₱0.53. The
Offer Price was arrived at by dividing the desired gross proceeds of ₱2,000,000,000.00 (or
₱4,000,000,000.00 in the event that the Oversubscription Option is exercised in full) by the
amount of Series B Preferred Shares allocated for this Offer.

The Series B Preferred Shares shall be listed and traded on the Main Board of the PSE under
the stock symbol “CPGPB”.

109
PLAN OF DISTRIBUTION
CPGI plans to issue the Series B Preferred Shares to institutional and retail investors through
a public offering to be conducted through the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner.

SOLE ISSUE MANAGER, LEAD UNDERWRITER AND SOLE BOOKRUNNER

China Bank Capital Corporation (“Chinabank Capital”), an investment house licensed by the
SEC, pursuant to an Underwriting Agreement to be entered into with the Company (the
“Underwriting Agreement”) has agreed to act as the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner for the Offer and as such, distribute and sell the Series B Preferred
Shares at the Offer Price, and has also committed to underwrite ₱2,000,000,000.00 of the
Series B Preferred Shares on a firm basis, with an Oversubscription Option of up to
₱2,000,000,000.00 in either case subject to the satisfaction of certain conditions provided in
the Underwriting Agreement and in consideration of an underwriting fee equivalent to 1.00%
of the gross proceeds of the Offer. This shall be inclusive of fees to be paid to the PSE Trading
Participants, which shall be equivalent to 0.125% of the total proceeds of the sale of Series B
Preferred Shares by such PSE Trading Participants.

There is no arrangement for the Sole Issue Manager, Lead Underwriter and Sole Bookrunner
to return to CPGI any unsold Series B Preferred Shares. The Underwriting Agreement may
be terminated in certain circumstances prior to payment of the net proceeds of the Series B
Preferred Shares being made to CPGI. There is no arrangement giving the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner the right to designate or nominate
member(s) of the Board of Directors of CPGI.

The Sole Issue Manager, Lead Underwriter and Sole Bookrunner is duly licensed by the SEC
to, among others, engage in underwriting and distribution of the Series B Preferred Shares.
The Sole Issue Manager, Lead Underwriter and Sole Bookrunner may, from time to time,
engage in transactions with and perform services in the ordinary course of its business for
CPGI.

The Sole Issue Manager, Lead Underwriter and Sole Bookrunner has no direct relations with
CPGI in terms of ownership by its major stockholder/s.

Chinabank Capital is the wholly owned investment banking subsidiary of China Banking
Corporation. It was registered and licensed as an investment house on 27 November 2015,
with SEC Company Registration No. CS201522558 and SEC Investment House License No.
CR 01-2015-00279 (renewed on 18 November 2022), as a result of the spin-off of China
Banking Corporation’s Investment Banking Group. The firm offers a full suite of investment
banking solutions that enable clients to achieve their fundraising objectives and strategic
goals. The company’s services include arranging, managing, and underwriting debt and equity
transactions, such as bond offerings, corporate notes issuances, initial public offerings and
follow-on offerings of common and preferred shares, private placement of securities,
structured loans, project finance, real estate investment trusts, and asset securitizations.
Chinabank Capital also provides financial advisory services, such as deal structuring,
valuation, and execution of mergers, acquisitions, divestitures, joint ventures, and other
corporate transactions. As of 31 December 2022, it has total assets of ₱3.09 billion and a
capital base of ₱3.00 billion.

110
SALE AND DISTRIBUTION

The distribution and sale of the Series B Preferred Shares shall be undertaken on a firm
commitment basis by the Sole Issue Manager, Lead Underwriter and Sole Bookrunner who
shall sell and distribute the Series B Preferred Shares to eligible buyers/investors. The Sole
Issue Manager, Lead Underwriter and Sole Bookrunner authorized to organize a syndicate of
other underwriters, soliciting dealers and/or selling agents for the purpose of the Offer. Nothing
herein shall limit the rights of the Sole Issue Manager, Lead Underwriter and Sole Bookrunner
from purchasing the Series B Preferred Shares for its own account.

There are no persons to whom the Series B Preferred Shares are specifically allocated or
designated. The Series B Preferred Shares shall be offered to the public at large and without
preference.

Of the 20,000,000 Series B Preferred Shares to be offered, 80% or 16,000,000 Preferred


Shares are being offered through the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner for subscription and sale to qualified institutional buyers and the general public.
The Company plans to make available up to 20% or 4,000,000 Series B Preferred Shares for
distribution to the respective clients of the 123 PSE Trading Participants of the PSE, acting as
Selling Agents. Each PSE Trading Participant shall be allocated 32,500 Series B Preferred
Shares (the “TP Allocation”) (computed by dividing the aggregate Preferred Shares allotted
to the PSE Trading Participants by 123). Based on the initial allocation for each PSE Trading
Participant, there will be a total of 2,500 residual Series B Preferred Shares to be allocated as
may be determined by the Sole Issue Manager, Lead Underwriter and Sole Bookrunner. Each
PSE Trading Participant may undertake to purchase more than their allocation of 32,500
Series B Preferred Shares. Any requests for shares in excess of 32,500 Series B Preferred
Shares may be satisfied via the reallocation of any Series B Preferred Shares not taken up by
the other PSE Trading Participants.

Prior to the close of the Offer Period, any of the Series B Preferred Shares not taken up by
the PSE Trading Participants shall be distributed by the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner directly to its clients and the general public. All Series B Preferred
Shares not taken up by the PSE Trading Participants, the general public and the clients of the
Sole Issue Manager, Lead Underwriter and Sole Bookrunner, shall be purchased by the Sole
Issue Manager, Lead Underwriter and Sole Bookrunner pursuant to the terms and conditions
of the Underwriting Agreement.

TRADING PARTICIPANT ALLOCATION PROCESS

The total number of Series B Preferred Shares to be allocated to each participating PSE
Trading Participant (each a “Participating TP”) in accordance with the following process:

a) If the total number of Series B Preferred Shares requested by a Participating TP, based
on its firm undertaking to purchase (the “Firm Undertaking”), does not exceed the TP
Allocation, the Sole Issue Manager, Lead Underwriter and Sole Bookrunner shall fully
satisfy the request of such Participating TP. Each Participating TP is assured of not less
than the TP Allocation. The balance, if any, shall be re-distributed among those who
have signified a commitment to purchase more than the TP Allocation in their Firm
Undertaking until all the Series B Preferred Shares allotted for distribution to the PSE
Trading Participants are fully allocated.
b) If the total number of Series B Preferred Shares requested by a Participating TP
exceeds the TP Allocation, additional shares may be sourced from the Series B
Preferred Shares not taken up by the other PSE Trading Participants. The Sole Issue
Manager, Lead Underwriter and Sole Bookrunner shall allocate the Series B Preferred
Shares to Participating TPs by: (i) fully satisfying the orders of those Participating TPs

111
who have Firm Undertakings that are less than or equal to the TP Allocation; and (ii)
distributing equitably the remaining Series B Preferred Shares allotted for the PSE
Trading Participants to other Participating TPs with orders for additional shares, but only
up to their respective Firm Undertakings.
c) In no case shall any Participating TP be awarded more than the Series B Preferred
Shares indicated in its Firm Undertaking.
d) If the aggregate number of Series B Preferred Shares requested by all Participating
TPs is less than the total Series B Preferred Shares allotted for the PSE Trading
Participants, the balance shall be returned to the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner.

LOCAL SMALL INVESTORS

There will be no allocation to Local Small Investors under the proposed Offer.

OFFER PERIOD

The Offer Period shall commence at 11:00 a.m. on 6 February 2024 and end at 12:00 noon
on 13 February 2024, or such other date or time as may be mutually agreed between the
Company and the Sole Issue Manager, Lead Underwriter and Sole Bookrunner.

APPLICATION TO PURCHASE

Applicants may purchase the Series B Preferred Shares during the Offer Period by submitting
to the Sole Issue Manager, Lead Underwriter and Sole Bookrunner or the Receiving Agent
properly completed Applications to Purchase, together with two signature cards, and the full
payment of the purchase price of the Series B Preferred Shares in the manner provided in
said Application to Purchase.

Corporate and institutional Applicants must also submit, in addition to the foregoing, a copy of
their SEC Certificate of Registration, AOI, By-Laws, and the appropriate authorization by their
respective boards of directors and/or committees or bodies relative to the purchase of the
Series B Preferred Shares and designating the authorized signatory(ies) thereof.

For foreign corporate and institutional Applicants, in addition to the documents required for
corporate and institutional Applicants above, four (4) copies of a representation and warranty
statement that the purchase of the Series B Preferred Shares will not violate the laws of their
jurisdiction of incorporation or organization, and that they are allowed under such laws to
acquire, purchase, and hold the Series B Preferred Shares.

Individual Applicants must also submit, in addition to accomplished Application to Purchase


and its required attachments, a photocopy of any two of the following identification cards (“ID”),
subject to verification with the original ID: Passport, Driver’s License, Tax Identification (TIN)
ID, Professional Regulation Commission (PRC) ID, National Bureau of Investigation (NBI)
Clearance, Police Clearance, Postal ID, Voter’s ID, Barangay Certification, Government
Service Insurance System (GSIS) e-Card, Social Security System (SSS) Card, Senior Citizen
Card, Overseas Workers Welfare Administration (OWWA) ID, OFW ID, Seaman’s Book, Alien
Certification of Registration/Immigrant Certificate of Registration, Government Office and
GOCC ID, e.g. Armed forces of the Philippines (AFP ID), Home Development Mutual Fund
(HDMF ID), National Council for the Welfare of Disabled Persons (NCWDP) Certification,
Department of Social Welfare and Development (DSWD) Certification.

A corporate or institutional investor who is exempt from or is subject to a preferential


withholding tax rate shall be required to submit the following requirements to the Registrar,

112
Paying Agent, and Stock Transfer Agent, subject to acceptance by the Issuer as being
sufficient in form and substance:

(1) a current and valid BIR-certified true copy of the tax exemption certificate, ruling or opinion
addressed to the relevant Applicant confirming its exemption or preferential rate as required
under BIR Revenue Memorandum Circular No. 8-2014 including any clarification, supplement
or amendment thereto, and certified by the Corporate Secretary of the Applicant that: (a) the
original is in the possession of the Corporate Secretary as the duly authorized custodian of
the same; and (b) the Corporate Secretary has personal knowledge based on his official
functions of any amendment, revocation, expiration, change or any circumstance affecting the
said certification’s validity. Should the submitted tax exemption certificate, ruling or opinion
expire during the Offer Period, the Applicant must submit an updated/revalidated tax
exemption certificate;

(2) a duly notarized undertaking, in the prescribed form, executed by (ii.a) the Corporate
Secretary or any authorized representative, who has personal knowledge of the exemption
based on his official functions, if the applicant purchases the Series B Preferred Shares for its
account, or (ii.b) the Trust Officer, if the applicant is a universal bank authorized under
Philippine law to perform trust and fiduciary functions and purchase the Series B Preferred
Shares pursuant to its management of tax-exempt entities (i.e. Employee Retirement Fund,
etc.), declaring and warranting such entities’ tax exempt status or preferential rate entitlement,
undertaking to immediately notify the Issuer and the Registrar and Paying Agent of any
suspension or revocation of the tax exemption certificate, ruling or opinion issued by the BIR,
executed using the prescribed form, with a declaration and warranty of its tax exempt status
or entitlement to a preferential tax rate, and agreeing to indemnify and hold the Issuer and the
Registrar, Paying Agent, and Stock Transfer Agent free and harmless against any claims,
actions, suits, and liabilities arising from the non-withholding of the required tax;

(3) with respect to tax treaty relief:

(a) prior to the payment of the initial interest due: (i) three (3) originals of the duly executed
and apostilled/consularized BIR Form 0901-I (Interest Income) or Application Form for
Treaty Purposes filed by the Applicant or, if the Applicant is a fiscally transparent entity,
each of the Applicant's owners or beneficiaries with the proof of receipt by the concerned
office of the Bureau of Internal Revenue, as required under Revenue Memorandum Order
No. 14-2021; (ii) one (1) original of the apostilled/consularized Tax Residency Certificate
duly issued by the respective foreign tax authority of the country of residence of the
Applicant or, if the Applicant is a fiscally transparent entity, the country of residence of
each of the Applicant's owners or beneficiaries, in the form acceptable for recognition
under Philippine laws; (iii) the relevant provision of the tax treaty providing for the claimed
tax exemption or preferential tax rate, in a form acceptable to the Issuer; and (iv) three (3)
originals of the duly notarized, consularized or apostilled (as the case may be), if executed
outside of the Philippines, Special Power of Attorney executed by the Applicant or the
Applicant's owners or beneficiaries, as may be applicable, in favor of the authorized
representative (if the Application Form for Treaty Purposes and other documents are
accomplished by an authorized representative) and confirmation acceptable to the Issuer
that the Applicant or the Applicant's owners or beneficiaries is/are not doing business in
the Philippines to support the applicability of a tax treaty relief;

(b) prior to the payment of subsequent interests due: (i) three (3) originals of the duly
executed and apostilled/consularized new or updated BIR Form 0901-I (Interest Income)
or Application Form for Treaty Purposes, as the Issuer deems applicable; and (ii) one (1)
original of the apostilled/consularized Tax Residency Certificate duly issued by the
respective foreign tax authority of the country of residence of the Applicant or, if the
Applicant is a fiscally transparent entity, the country of residence of each of the Applicant's

113
owners or beneficiaries, in the form acceptable for recognition under Philippine laws, if the
validity period of the previously issued tax residency certificate has already lapsed; and

(c) other additional documents as may be required by the Issuer or pursuant to applicable
tax regulations, which shall be submitted by the Applicant/Registrar, Paying Agent, and
Stock Transfer Agent to the Issuer no later than the 1st day of the month when such initial
or subsequent interest payment/s shall fall due and, if applicable, including any
clarification, supplement or amendment thereto;

(4) such other documentary requirements as may be required by the Issuer or the Registrar,
Paying Agent, and Stock Transfer Agent, or as required under the applicable regulations of
the relevant taxing or other authorities which for purposes of claiming tax treaty withholding
rate benefits, shall include evidence of the applicability of a tax treaty and consularized or
apostilled (as the case may be) proof of the Applicant’s legal domicile in the relevant treaty
state, and confirmation acceptable to the Issuer that the Applicant is not doing business in the
Philippines; provided that the Issuer shall have the exclusive discretion to decide whether the
documents submitted are sufficient for purposes of applying the exemption or the reduced rate
being claimed by the Applicant on the interest payments to such Applicant; provided further
that, all sums payable by the Issuer to tax-exempt entities shall be paid in full without
deductions for taxes, duties, assessments or government charges, subject to the submission
by the Applicant claiming the benefit of any exemption of the required documents and of
additional reasonable evidence of such tax-exempt status to the Registrar, Paying Agent, and
Stock Transfer Agent.

As required under the listing rules of the PSE, the Offer Shares must be in scripless form and
lodged with the PDTC. In the event an Applicant does not have a nominated Trading
Participant (“TP”), the Applicant may apply for opening of a securities trading account with any
TP for the lodgment of the Offer Shares. A list of the TPs and their contact information is
provided in https://www.pse.com.ph/directory/.

Applicants may also apply for opening of a trading account with the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner’s affiliated brokerage house, as provided below and
nominate the entity as its endorsing PSE Trading Participant.

Default Trading Participant Website Access/ Contact Details


China Bank Securities https://www.chinabankseco +63 (2) 8333 – 7388
Corporation nline.ph/ +63 (2) 8333 – 7389
+63 (2) 8230 6660 to 64

Payment for the Series B Preferred Shares shall be made by manager’s check/cashier’s
check, corporate check or personal check drawn against any BSP-authorized agent bank
having a clearing period of no more than one (1) Business Day. All checks should be made
payable to “Century Properties Group Inc. - Series B Preferred Shares”, in Philippine Pesos,
crossed “Payee’s Account Only,” and dated on or before the date of the Application Form and
must be made within the clearing cut-off of the last day of the Offer Period. Checks subject to
a clearing period of over one (1) Business Day and cash payments shall not be accepted.
Payments through real time gross settlement (RTGS) or direct debit/credit or deposit is only
applicable for applications submitted directly to the Sole Issue Manager, Lead Underwriter and
Sole Bookrunner. The amount received by the Sole Issue Manager, Lead Underwriter and
Sole Bookrunner, Receiving Agent or a Selling Agent should be the full subscription amount
of the Offer Shares and not net of any applicable bank fees.

Completed Applications to Purchase and corresponding payments must reach the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner or the Receiving Agent prior to the end of
the Offer Period, or such earlier date as may be specified by the Sole Issue Manager, Lead

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Underwriter and Sole Bookrunner. Acceptance by the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner or the Receiving Agent of the completed Application to Purchase shall
be subject to the availability of the Series B Preferred Shares and the acceptance by CPGI. In
the event that any check payment is returned by the drawee bank for any reason whatsoever
or the nominated bank account to be debited is invalid, the Application to Purchase shall be
automatically canceled and any prior acceptance of the Application to Purchase is deemed
revoked.

MINIMUM PURCHASE

A minimum purchase of 500 Series B Preferred Shares shall be considered for acceptance.
Purchases in excess of the minimum shall be in multiples of 100 Series B Preferred Shares.

ACCEPTANCE OF APPLICATIONS

CPGI and the Sole Issue Manager, Lead Underwriter and Sole Bookrunner reserve the right
to accept or reject applications to subscribe in the Series B Preferred Shares, and in case of
oversubscription, allocate the Series B Preferred Shares available to the applicants in a
manner they deem appropriate.

REFUNDS

In the event that the number of Series B Preferred Shares to be allotted to an Applicant, as
confirmed by the Sole Issue Manager, Lead Underwriter and Sole Bookrunner or Selling
Agent, is less than the number covered by its application, or if an Application is wholly or
partially rejected by the Company, then the Company shall refund, without interest to such
applicant, within five (5) Business Days from the end of Offer Period, all or the portion of the
payment corresponding to the number of Series B Preferred Shares wholly or partially
rejected. All refunds, without interest, shall be made through the Receiving Agent.

Should the refund be made via a check, an Applicant may retrieve such check refund at the
office of the Receiving Agent. Refund checks that remain unclaimed after thirty (30) days from
the date such checks are made available for pick-up shall be delivered through registered
mail, at the applicant’s risk, to the address specified by the applicant in the Application.

SECONDARY MARKET

CPGI intends to list the Series B Preferred Shares on the Main Board of the PSE. CPGI may
purchase the Preferred Shares at any time without any obligation to make pro-rata purchases
of Series B Preferred Shares from all Shareholders.

REGISTRY OF SHAREHOLDERS

The Series B Preferred Shares shall be issued in scripless form through the electronic book-
entry system maintained by the Registrar and lodged and lodged with PDTC as Depository
Agent on Listing Date through Selling Agents nominated by the applicants.

Applicants shall indicate in the proper space provided for in the Application to Purchase the
name of the Selling Agent under whose name their Series B Preferred Shares will be
registered and the relevant Selling Agent shall sign the Application to Purchase on the space
provided therefor.

Legal title to the Series B Preferred Shares will be shown in the Registry of Shareholders
which shall be maintained by the Registrar. The Registrar shall send a transaction confirmation
advice confirming every receipt or transfer of the Series B Preferred Shares that is effected in

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the Registry of Shareholders (at the cost of the requesting Shareholder). The Registrar shall
send at least once every quarter a Statement of Account to all Shareholders named in the
Registry of Shareholders, confirming the number of Series B Preferred Shares held by each
Shareholder of record in the Registry of Shareholders. Such Statement of Account shall serve
as evidence of ownership of the relevant Shareholder as of a given date thereof. Any request
by Shareholders for certifications, reports or other documents from the Registrar, except as
provided herein, shall be for the account of the requesting Shareholder.

FIRM COMMITMENT OF UNDERWRITER

The Sole Issue Manager, Lead Underwriter and Sole Bookrunner will fully underwrite, on a
firm commitment basis, the Firm Shares.

After the commencement of the Offer Period, the Offer shall not be withdrawn, cancelled,
suspended or terminated solely by reason of the (i) inability of the Company or the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner to sell or market the Offer Shares or (ii) the
refusal or failure by the Company, the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner, or any other entity or person to comply with any undertaking or commitment to
take up any Offer Shares remaining after the Offer Period.

In undertaking the Underwriter’s Firm Commitment to Purchase, the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner hereby manifests its conformity to comply with and be
bound by all duly promulgated and applicable listing and disclosure rules, requirements, and
policies of the PSE.

WITHDRAWAL OF THE OFFER

The Company reserves the right to withdraw the offer and sale of the Offer Shares at any time
before the commencement of the Offer Period, in which event the Company shall make the
necessary disclosures to the SEC and PSE.

The Sole Issue Manager, Lead Underwriter and Sole Bookrunner may also cancel or terminate
its underwriting commitment at any time prior to the commencement of the Offer Period, by
giving written notice to the Issuer, the SEC and the PSE, if prior to the commencement of the
Offer Period, any of the events set out in the Underwriting Agreement occurs.

The Company may also withdraw the offer and sale of the Offer Shares at any time on or after
the commencement of the Offer Period and prior to the Listing Date, upon the happening or
occurrence of any of the following supervening force majeure or fortuitous events:

a. An outbreak or escalation of hostilities or acts of terrorism involving the Philippines


or a declaration by the Philippines of a state of war; or occurrence of any event or
change (whether or not forming part of a series of events occurring before, on
and/or after the date hereof) of a political, military, economic or other nature; or
occurrence of any change in local, national or international financial, political,
economic or stock market conditions which renders it impracticable or inadvisable
to continue with the Offer and/or listing of the Offer Shares in the manner
contemplated by this Prospectus, or would have a material adverse effect on the
Philippine economy, on the securities or other financial or currency markets of the
Philippines, or on the distribution, offer and sale of the Offer Shares in the
Philippines, rendering it impracticable or inadvisable to proceed with the Offer in
the manner contemplated by this Prospectus, provided that for the avoidance of
doubt, the Offer shall not be withdrawn, cancelled, suspended or terminated solely
by reason of the Issuer’s or the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner’s inability to sell or market the Offer Shares or refusal or failure to

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comply with any undertaking or commitment by the Issuer, the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner, or any other entity/person to take up any
Offer Shares remaining after the Offer Period;

b. Issuance of an order revoking, cancelling, suspending, preventing or terminating


the offer, sale, distribution or listing of the Offer Shares by any court or
governmental agency or authority with jurisdiction on the matter, including the SEC
or the PSE;

c. Suspension, cancellation, revocation or termination of the PSE Notice of Approval,


the SEC pre-effective clearance, the SEC Order of Registration, and the SEC
Permit to Sell;

d. Cancellation or suspension of trading in the PSE for at least three (3) consecutive
trading days, or in such manner or for such period as will render impracticable the
listing and trading of the Offer Shares on the Listing Date or such other date as
may be approved by the PSE;

e. A change or impending change in the law, rule, regulation, policy or administrative


practice, or a ruling, interpretation, decree or order which (i) materially and
adversely affects: (a) the ability of the Issuer or any of its Subsidiaries to engage
in the business it is presently engaged in; or (b) the capacity and due authorization
of the Issuer to offer, sell, or issue the Offer Shares or enter into any of the
transaction documents in connection with the Offer; or (ii) would render illegal the
performance by the Sole Issue Manager, Lead Underwriter, and Sole Bookrunner
of its underwriting obligations thereunder;

f. Any significant, adverse, and unforeseeable change or development in the Issuer’s


(by itself or taken as a whole with its Subsidiaries) long-term financial condition,
assets, liabilities, results of operations, business, properties, or profitability;

g. The Issuer or its Material Subsidiary decides to or is compelled to stop or is about


to stop its operations, which is not remedied within five (5) Business Days from
such cessation;

h. (i) Any of the Issuer or its Material Subsidiary shall be adjudicated bankrupt or
insolvent, or shall admit in writing its inability to pay its debts as they mature, or
shall make or threaten to make an assignment for the benefit of, or a composition
or assignment with, its creditors or any class thereof, or shall declare or threaten
to declare a moratorium on its indebtedness or any class thereof; or (ii) any of the
Issuer or its Material Subsidiary shall apply for or consent to the appointment of
any receiver, trustee or similar officer for it or for all or any substantial part of its
property; or (iii) such receiver, trustee or similar officer shall be appointed; or (iv)
any of the Issuer or its Material Subsidiary shall initiate or institute (by petition,
application or otherwise howsoever), or consent to the institution of any
bankruptcy, insolvency, reorganization, rehabilitation, arrangement, readjustment
of debt, suspension of payment, dissolution, liquidation or similar proceeding
relating to it under the laws of any jurisdiction; or (v) any such proceeding shall be
instituted against any of the Issuer or its Material Subsidiary; or any judgment, writ,
warrant of attachment or execution or similar process shall be issued or levied
against any material asset, or material part thereof, of the Issuer or its Material
Subsidiary; or (vi) any event occurs which under the laws of the Philippines or to
other jurisdictions, or any applicable political subdivision thereof, has an effect
equivalent to any of the foregoing;

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i. A general banking moratorium is declared in the Philippines or a material disruption
in commercial banking or securities settlement or clearance services occurs in the
Philippines;

j. Any court proceeding, litigation, arbitration or other similar proceeding is


commenced or threatened against the Sole Issue Manager, Lead Underwriter and
Sole Bookrunner of its underwriting obligations hereunder in connection with or
with respect to the issuance or sale by the Issuer of the Offer Shares or the Offer
in general which renders the performance of its underwriting commitment
impossible or impracticable;

k. Any event occurs which makes it impossible for the Sole Issue Manager, Lead
Underwriter and Sole Bookrunner to perform its underwriting obligations due to
conditions beyond their control, such as issuance by any court, arbitral tribunal, or
government agency which has jurisdiction on the matter of an order restraining or
prohibiting the Sole Issue Manager, Lead Underwriter and Sole Bookrunner, or
directing the Sole Issue Manager, Lead Underwriter and Sole Bookrunner to cease,
from performing its underwriting obligations;

l. Any representation, warranty or statement made by the Issuer in this Prospectus


shall prove to be untrue or misleading in any material respect or Issuer shall be
proven to have omitted a material fact necessary in order to make the statements
in this Prospectus not misleading, which untruth or omission: (a) was not known
and could not have been known to the Sole Issue Manager, Lead Underwriter and
Sole Bookrunner on or before commencement of the Offer Period despite the
exercise of due diligence, and (b) has a material and adverse effect on the Issuer’s
(by itself or taken as a whole with its Subsidiaries) long-term financial condition,
assets, liabilities, results of operations, business, properties, or profitability;

m. Unavailability of PDTC’s lodgment facilities and the PSE’s listing facilities used for
the Offer and/or listing to or on the target Listing Date, which unavailability impacts
the ability of the Issuer and Sole Issue Manager, Lead Underwriter and Sole
Bookrunner to fully comply with the listing requirements of PSE; and

n. Any force majeure or fortuitous event, other than the ones enumerated above, that
has material and adverse effect on the Issuer’s (by itself or taken as a whole with
its Subsidiaries) long-term financial condition, assets, liabilities, results of
operations, business, properties, or profitability.

Pursuant to the Underwriting Agreement, the Sole Issue Manager, Lead Underwriter and Sole
Bookrunner may cancel or terminate its underwriting commitment thereunder by giving written
notice to the Issuer, the SEC and the PSE if the Offer Period has already commenced and
prior to the Listing Date of the Offer Shares, if there is a supervening force majeure or fortuitous
event, such as those enumerated above.

The Offer shall not be withdrawn, cancelled, suspended, or terminated solely by reason of the
Issuer’s or the Sole Issue Manager, Lead Underwriter and Sole Bookrunner’s inability to sell
or market the Offer Shares or refusal or failure to comply with any undertaking or commitment
by the Issuer, the Sole Issue Manager, Lead Underwriter and Sole Bookrunner, or any other
entity/person to take up any Offer Shares remaining after the Offer Period.

Notwithstanding the acceptance of any Application, the actual issuance of the Offer Shares to
an applicant shall take place only upon the listing of the Offer Shares on the PSE. Subject to
the right of the Company to withdraw or cancel the offer and sale of the Offer Shares prior to
Listing Date pursuant to this section and the “Plan of Distribution – Withdrawal of the Offer” of

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the Prospectus, the Company and any of its agents involved in the Offer undertake to comply
with all conditions that are within the control of the Company and any of its agents involved in
the Offer, to ensure the listing of the Offer Shares on Listing Date.

Notwithstanding the foregoing, the Company and the Sole Issue Manager, Lead Underwriter
and Sole Bookrunner recognize and acknowledge that the PSE, in the exercise of its authority
as a self-regulatory organization and further to its mandate to maintain a fair and orderly
market, may impose appropriate sanctions and penalties on the relevant party for the
termination or withdrawal of the Offer if subsequently, the PSE makes a determination that the
suspension, cancellation or termination of the Offer and/or the underwriting commitment was
not warranted based on the facts gathered and properly evaluated by PSE and after due and
proper proceedings initiated by the PSE not later than five (5) Business Days after such
termination or withdrawal.

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DESCRIPTION OF BUSINESS
OVERVIEW

CPGI is one of the leading real estate companies in the Philippines with thirty-seven (37) years
of experience. The Company is primarily engaged in the development, marketing, and sale of
mid- and high-rise condominiums, retail leasing and property management.

CPGI, formerly EAPRC, was originally incorporated on 23 March 1975 as Northwest Holdings
and Resources Corporation. On 26 September 2011, the Board of Directors of EAPRC
approved the change in the Company’s corporate name to its present name, as well as the
change in its primary business purpose from power generation to that of a holding company
and real estate business. Between May and November 2011, CPGI entered into a series of
transactions with EAPRC, a corporation organized under the laws of the Philippines and listed
on the PSE, whereby, among other things, CPI acquired 96.99% of EAPRC’s common shares
and EAPRC acquired all of the Subsidiaries of CPGI.

Currently, the Company has seven (7) wholly-owned Subsidiaries namely CCDC, CLC, CCC,
PPHI, CDLC, CPMI and CNDC. Through its Subsidiaries, CPGI develops, markets and sells
residential, office, medical and retail properties in the Philippines, as well as manages
residential and commercial properties in the Philippines.

The following are CPGI’s master-planned communities with the corresponding subsidiaries:

Master Planned Community Subsidiary


Century City Century City Development Corporation
Acqua Private Residences Century Limitless Corporation
Azure Urban Resort Residences Century Limitless Corporation
The Residences at Commonwealth Century Limitless Corporation
Canyon Ranch Century Communities Corporation
PHirst Park Homes PHirst Park Homes Inc.
The Resort Residences at Azure North Century Limitless Corporation
Commune Village at Batulao Century Limitless Corporation

As of 30 September 2023, the Company has completed 38 projects which include 33


residential projects, consisting of (a) 17,480 completed residential condominium units with an
aggregate gross floor area (“GFA”) of 1,238,636 sq. m. (inclusive of parking) for its vertical
housing developments, and (b) 1,107 single detached homes with an aggregate GFA of
224,114 sq. m. for its Canyon Ranch and Commune Village at Batulao developments.

Currently, the Company is developing 23 master-planned communities that is expected to


have 31 condominiums with 18,300 units, 1,414 single detached homes, and 19,869
horizontal houses, with a total expected GFA of 2,694,560 sq. m and commercial leasing
projects with 145,021 sq. m of GLA. Among these master-planned communities are:

• Century City – A 3.4-hectare mixed-use project in Makati City with eight (8) buildings
covering a total planned GFA (with parking) of 643,176 sq.m. The Company completed
The Gramercy Residences, The Knightsbridge Residences, Century City Mall, Centuria
Medical Makati, The Milano Residences and Trump Tower. Century Diamond Tower, an
office building, was completed in 2019. Century Spire, designed by world renowned
architect Daniel Libeskind and interior designed by Giorgio Armani S.P.A., was also
completed in October 2022.

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• Acqua Private Residences – Located in Mandaluyong City, this development is
comprised of six (6) towers with views of the Makati City skyline and will feature a country
club with fitness, retail, dining and entertainment facilities, as well what is expected to be
the first riverwalk promenade in the Philippines. There are five (5) towers completed;
namely: Niagara, Sutherland, Detifoss, Livingstone, and Iguazu. Acqua 6, the last tower,
was completed in September 2019. As of the date of this Prospectus, all towers of Acqua
Private Residences have been completed.

• Azure Urban Resort Residences – CPGI’s first property in the affordable market
segment, Azure Urban Resort Residences is a nine (9)-building residential property set on
six (6) hectares in Parañaque City. The development features the first man-made beach
in an urban residence in Manila and a beach club designed by Paris Hilton. The nine (9)
towers have been completed, namely: Rio, Santorini, St. Tropez, Positano, Maui, Miami,
Maldives, Boracay and Bahamas.

• The Residences at Commonwealth – It is a 4.4-hectare project of CPGI and its first


master-planned residential community development in Quezon City. The eight (8)-tower
project will rise in Commonwealth Avenue within the vicinity of a shopping center, top
schools, techno hubs, churches and major thoroughfares. The Commonwealth by Century
residential package includes livable unit layouts with extended balconies, distinctive
amenities that encourage outdoor and holistic social interaction, a community with open
spaces, greenery and waterscapes; and round the clock safety and security systems for
the peace of mind of all residents. The project’s unique architectural design, spacious unit
layouts and pioneering amenities aim to redefine the standards of living in Quezon City.
All of the eight (8) towers have already been completed; namely, Osmeña West, Quezon
North, Roxas East, Osmeña East, Roxas West, Quirino West, Quirino East and Quezon
South.

• Canyon Ranch – A 25-hectare house and lot community that is part of the 77-hectare San
Lazaro Leisure Park in Cavite City targeted for middle-income buyers. The community
features a clubhouse with sports and leisure facilities and offers residents views of the
Leisure Park which includes one of only two (2) operating horse racing tracks in the
Philippines. A total of 929 houses have already been completed.

• PHirst Park Homes – It is the first-home division and brand of the CPGI. Its maiden project
located along Governor’s Drive, Brgy. Tanauan, Tanza, Cavite, is a three (3)-phase
horizontal residential property, which offers both townhouse units & single attached units.
The development covers a total of 2,877 houses currently valued at ₱4.8 Billion. PHirst
Park Homes has also launched a 20-hectare development in Lipa, Batangas with 1,698
houses, presently valued at ₱2.9 Billion, in the second quarter of 2018 and the 18-hectare
development in San Pablo, Laguna with 1,571 houses, now valued at ₱2.7 Billion,
launched in March 2019. PHirst Park Homes Pandi launched in October 2019, with 1,598
houses valued at ₱3.0 Billion as of the date of this Prospectus. PHirst Park Homes
Calamba was launched in November 2019 with 1,441 houses now valued at ₱2.5 Billion.
PHirst Park Homes Batulao (Nasugbu) was launched in December 2019, with 2,150
houses presently valued at ₱5.3 Billion. PHirst Park Homes Magalang was launched in
November 2020, with 1,079 houses currently valued at ₱2.0 Billion. PHirst Park Homes
Gen. Trias, PHirst Park Homes Tayabas, and PHirst Park Homes Baliwag were launched
in July to August 2021, with 1,339 houses now valued at ₱2.6 Billion; 778 houses currently
valued at ₱1.2 Billion; and 822 houses presently valued at ₱1.5 Billion, respectively. In
2022, the Company launched PHirst Park Homes Naic, PHirst Park Homes Balanga and
PHirst Park Homes Gapan with 400 houses valued at ₱0.7 Billion, 732 houses valued at
₱1.2 Billion and 546 houses valued at ₱1 Billion. Three (3) new segments under PHirst

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was also launched in December 2022. PHirst Editions located in Nasugbu, Batangas with
473 houses valued at ₱2 Billion; PHirst Sights in Bay Laguna with 1,816 houses valued at
₱2.1 Billion and PHirst Centrale in Hermosa, Bataan with 528 houses valued at ₱1 Billion
and 21 commercial lots at ₱0.6 Billion.

• The Resort Residences at Azure North – CPGI’s first development in Pampanga and
outside of Metro Manila. This eight (8)-hectare mixed-use development replicates the
developer’s success with the Azure Urban Resort Residences in Bicutan, Parañaque,
through its concept of beachfront living in the city.

With plans for condominium towers, townhouse clusters, office towers, and a retail
boardwalk, Azure North is located on the western side of the North Luzon Expressway,
close to the existing retail complexes. Each residential cluster will again be named after
famous beaches around the world, namely Monaco, Bali, and Barbados. In addition to the
beach, its water features will include various pools for children and adults. Amid these will
be a pool bar, a beach club, a multi-purpose event space, and a centerpiece called the
Azure North Island, which will be offered for private events and gatherings. Monaco and
Bali towers were completed in 2021. Barbados, the last tower, is expected to be completed
in 2025.

• Commune Village at Batulao – Commune Village is a 6.5-hectare horizontal residential


development located in Nasugbu, a nurturing middle ground that is ideal for those who
love the cool vistas of Tagaytay and the welcoming beaches of Batangas. Nestled on the
foothills of Mt. Batulao, Commune Village features livable spaces in exclusive collaboration
with industry-leading Filipino designers, making high-end architecture accessible, with
homes by architect Ed Calma called Polygonal Successions and designer Kenneth
Cobonpue’s Hedera home. New home models Kaizen (2BR) and Sansa (3BR) are also
being offered in Commune Village. A fresh take on minimalist design, updated with the
new living preferences of buyers in mind.

It is anchored on 4 pillars: Integrated, Connected, Accessible, and Sustainable. The


community has features that can reduce maintenance costs and increase the vitality of the
community – from solar-powered street lights and water pumps that reduce power
consumption. Plans are also well underway for recreational and retail establishments that
cater to a broader range of cultural preferences and that will further increase the
commercial value of its land.

The community is a 1.5 to 2-hour drive from Makati via 4 access points through: (1) Daang
Hari Road towards the scenic Nasugbu-Kaybiang Tunnel; (2) Star Tollway to Tanauan
Exit; (3) South Luzon Expressway (SLEX); and (4) Cavite Expressway (CAVITEX).

Century PHirst Corporation

On 23 February 2023, CPGI announced the expansion of its first home market residential
offerings through Century PHirst Corporation (CPC), a wholly-owned subsidiary of Century
Limitless Corporation (CLC). Through CPC, CPGI will, by itself, be venturing into the
socialized, economic, and mid-income residential markets. CLC is a wholly-owned subsidiary
of CPGI.

CPC’s flagship projects are: (1) PHirst Editions Batulao located in Nasugbu, Batangas, which
was launched in October 2022; (2) PHirst Sights Bay in Laguna, which was launched in
December 2022; and (3) PHirst Centrale Hermosa in Bataan, which was launched in
December 2022 (PHirst Fairgrounds) and May 2023 (PHirst Impressions).

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In addition, the Company has completed Asian Century Center in 2018, an office development
project in Bonifacio Global City, in partnership with Asian Carmakers Corporation .

The Company’s land bank for future development consists of properties in Quezon City
Mandaluyong City, Pampanga, Palawan, Batangas, Laguna, Bulacan, Cavite, Bataan, Nueva
Ecija and Bacolod City that cover a total site area of 204.8 hectares.

The Company, through its subsidiary CPMI, also engages in a wide range of property
management services, from facilities management and auction services, to lease and
secondary sales. CPMI manages 60 projects with a total of 153 buildings and 3.881 million
sq. m. of GFA (inclusive of parking) as of 30 September 2023, including properties such as
One Corporate Center and Union Bank Plaza in Ortigas, Pacific Star Building in Makati City,
Philippine National Bank branches in various locations, National Grid Corporation of the
Philippines in Quezon City and San Juan City, The Globe Tower in Cebu and De La Salle
University in Lipa City. Of the total CPMI’s projects under management, 67% of the properties
were not developed by the Company, underscoring CPMI’s reputation in the market.

The Company has marketed and sold to clients in more than 15 countries and, as a result,
significant portions of its residential properties are sold to Filipinos living abroad. International
pre-sales accounted for approximately two-thirds of the total pre-sales, in terms of value, for
each of the last three (3) years. The Company conducts its sales and marketing through the
Company’s extensive domestic and international network of 374 exclusive agents who receive
monthly allowances and commissions, and 3,787 external agents which include 2,972
commission-based agents and 815 brokers as of 30 September 2023.

For calendar years ended 31 December 2020, 2021, 2022 and for the nine (9)-month period
ended 30 September 2023, revenue was ₱10,836 Million, ₱9,444 Million, ₱11,127 Million and
₱9,695 Million, respectively, and net income was ₱1,149 Million, ₱1,269 Million ₱1,405 Million
and ₱1,304 Million, respectively. As of 30 September 2023, the Company had total assets of
₱54,257 Million, and total equity of ₱19,087 Million (excluding non-controlling interest).

Completed Projects as of 30 September 2023


Residential Projects

GFA in sq. m. Year


Residential Projects Location Type Units
(with parking) Completed

Century City
Gramercy Residences Makati City Residential 121,595 1,432 2012
Knightsbridge
Makati City Residential 87,717 1,329 2013
Residences
Milano Tower Makati City Residential 64,304 516 2016
Trump Tower Makati City Residential 55,504 267 2017
Century Spire Makati City Residential/Office 92,138 552 2022
Subtotal 421,258 4,096

Azure Urban Resorts Residences


Rio Parañaque City Residential 42,898 756 2013
Santorini Parañaque City Residential 36,126 553 2013
St. Tropez Parañaque City Residential 36,260 580 2014
Positano Parañaque City Residential 35,164 597 2015
Miami Parañaque City Residential 34,954 559 2015
Maui Parañaque City Residential 41,235 601 2016
Maldives Parañaque City Residential 28,859 385 2017
Boracay Parañaque City Residential 27,713 473 2018
Bahamas Parañaque City Residential 53,701 851 2019
Subtotal 336,910 5,355

Acqua Private Residences

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Niagara Mandaluyong City Residential 33,709 474 2015
Sutherland Mandaluyong City Residential 41,705 736 2015
Dettifoss Mandaluyong City Residential 36,536 607 2016
Livingstone Mandaluyong City Residential 40,251 675 2016
Iguazu Mandaluyong City Residential 36,367 492 2018
Acqua Tower 6 Mandaluyong City Residential 13,531 185 2019
Subtotal 202,099 3,169

The Residences at Commonwealth by Century


Osmeña West Quezon City Residential 14,525 158 2015
Quezon North Quezon City Residential 17,760 285 2017
Roxas East Quezon City Residential 27,255 389 2017
Osmeña East Quezon City Residential 14,089 220 2018
Roxas West Quezon City Residential 26,767 500 2019
Quirino West Quezon City Residential 26,759 517 2020
Quirino East Quezon City Residential 26,747 498 2020
Quezon South Quezon City Residential 38,341 687 2022
Subtotal 192,243 3,254

Canyon Ranch
Phase 1 & 2 Carmona, Cavite Residential 166,896 779 Per house
Moderno Carmona, Cavite Residential 25,304 150 Per house
Subtotal 192,200 929

The Resort Residences at Azure North


Monaco Pampanga Residential 43,063 800 2021
Bali Pampanga Residential 43,063 806 2021
Subtotal 86,126 1,606

Commune Village at Residential 31,914 178


Batangas Per house
Batulao

Grand Total 1,462,750 18,587

Commercial/ Office Projects

Commercial/Office Location Type GLA in sq. m. Units Year Completed


Projects (with parking)

Century City Mall Makati City Retail 16,443 150 2013


Centuria Medical
Makati City Medical Office 29,749 708* 2015
Makati
Asian Century
BGC, Taguig City Office Building 29,154 51 2018
Center
Century Diamond
Makati City Office Building 57,137 206 2019
Tower
Novotel Suites Mandaluyong
Hotel 12,538 152 2022
Manila City
Total 145,021 1,267
*555 units sold, 148 units for lease, 5 unsold units open for sale

Sold Residential Business Projects as of 30 September 2023


Project Location
No. of No. of % Sold Total Sales Sold Remarks
Units Units Value Revenues
Inventory Sold (₱ millions) (₱ millions)
EXISTING IN-CITY VERTICAL DEVELOPMENTS
Unsold units
are mostly in
Century Spire,
Century City Makati City 4,097 4,075 99.46% 34,190 33,447 the last tower
which is
already
completed.
Unsold units
Azure Urban are mostly in
Parañaque
Resorts 5,355 5,346 99.83% 22,576 22,406 Maui, which
City
Residences are the retail
units.

124
Project Location No. of No. of % Sold Total Sales Sold Remarks
Units Units Value Revenues
Inventory Sold (₱ millions) (₱ millions)
Bali and
Monaco are
already
The Resort San completed.
Residences at Fernando, 2,426 2,309 95.18% 10,419 9,646 Barbados, the
Azure North Pampanga last tower, is
expected to be
completed in
2025.
Only a few
Acqua Mandaluyon
3,169 3,166 99.91% 16,095 16,031 unsold RFO
Residences g City
units.
Unsold units
are mostly in
Quezon South,
Commonwealth Quezon City 3,254 3,211 98.68% 13,037 12,741 the last tower
which is
already
completed.
Launched in
Commune
Nasugbu, Q4 2017.
Village at 485 251 51.75% 3,402 1,541
Batangas Completed 178
Batulao
units.
Substantially
Carmona,
Canyon Ranch 929 911 98.06% 3,700 3,620 sold and
Cavite
completed.
TOTAL 19,715 19,269 97.7% 103,419 99,432
FIRST-HOME MARKET RESIDENTIAL DEVELOPMENTS
Phase 1 & 2
were launched
in 2017 and
Phase 3 in
2019; 2,638
houses are
PHirst Park
Tanza, completed as
Homes – 2,877 2,762 96% 4,794 4,442
Cavite of September
Tanza
2023, Phase 1
is 99% sold,
Phase 2 is
99% sold,
Phase 3 is
88% sold.
1,444 houses
are completed
as of
PHirst Park Lipa, September
1,698 1,477 87% 2,920 2,390
Homes – Lipa Batangas 2023, Phase 1
is 92% sold,
Phase 2 is
80% sold.
Phase 1 was
launched in Q1
2019, 96%
sold; Phase 2
was launched
in Q2 2019,
88% sold;
PHirst Park
San Pablo, Phase 3 was
Homes – San 1,624 1,421 88% 2,855 2,396
Laguna launched in Q2
Pablo
2021, 75%
sold;
1,065
completed
houses as of
September
2023
Phase 1 and 2
PHirst Park Pandi, were launched
1,598 1,291 81% 3,060 2,375
Homes – Pandi Bulacan in Q4 2019;
Phase 1 is

125
Project Location No. of No. of % Sold Total Sales Sold Remarks
Units Units Value Revenues
Inventory Sold (₱ millions) (₱ millions)
60% sold,
Phase 2 is
92% sold,
Phase 3 is
82% sold; 813
completed
houses as of
September
2023
Phase 1 was
launched in Q4
2019, 93%
sold; Phase 2
PHirst Park
Calamba, in Q1 2021,
Homes – 1,501 1,381 92% 2,789 2,420
Laguna 90% sold; 883
Calamba
completed
houses as of
September
2023.
Phase 1A was
launched in Q4
2019, 97%
sold. Phase 1B
was launched
in Q3 2020,
PHirst Park 98% sold,
Nasugbu,
Homes- 2,150 2,083 97% 5,344 5,121 Phase 2 was
Batangas
Batulao launched in Q1
2021, 97%
sold; 578
completed
houses as of
September
2023.
Phase 1 was
launched in Q4
2020, 93%
PHirst Park
Magalang, sold; 569
Homes – 1,079 1,000 93% 1,996 1,821
Pampanga completed
Magalang
houses as of
September
2023.
Phase 1 was
launched in Q3
2021. Phase 2
was launched
PHirst Park
Gen. Trias, in March 2022,
Homes – Gen 1,339 1,286 96% 2,656 2,464
Cavite 99% sold.
Tri
Phase 3 was
launched in Q4
2021, 72%
sold.
Phase 1A was
launched in Q3
PHirst Park 2021, 98%
Tayabas,
Homes – 778 723 93% 1,253 1,166 sold. Phase 1B
Quezon
Tayabas was launched
in Q4 2021,
86% sold.
Phase 1 was
launched in Q3
PHirst Park 2021, 98%
Baliwag,
Homes – 822 796 97% 1,511 1,459 sold. Phase 2
Bulacan
Baliwag was launched
in Q3 2022,
93% sold.
Phase 1 was
launched in Q4
PHirst Park
Naic, Cavite 704 669 95% 1,248 1,185 2021, 94%
Homes – Naic
sold. Phase 2
was launched

126
Project Location No. of No. of % Sold Total Sales Sold Remarks
Units Units Value Revenues
Inventory Sold (₱ millions) (₱ millions)
in January
2023, 97%
sold.
PHirst Park Phase 1 was
Balanga,
Homes – 732 282 39% 1,251 500 launched in Q2
Bataan
Balanga 2022.
PHirst Park Phase 1 was
Gapan,
Homes – 546 116 21% 1,035 219 launched in
Nueva Ecija
Gapan late Dec 2022.
PHirst Park Phase 1A was
Nasugbu,
Homes – 656 260 40% 1,309 517 launched in
Batangas
Batulao Sequel May 2023.
PHirst Park Phase 4A was
Lipa,
Homes – Lipa 396 69 17% 642 105 launched in
Batangas
The Cove August 2023.
Phase 1 was
launched in Q4
2022, 89%
Nasugbu,
PHirst Editions 629 476 76% 3,204 2,148 sold. Phase 2
Batangas
was launched
in May 2023,
35% sold.
Phases 1 and
2 were
PHirst Sights Bay, Laguna 1,816 1,608 89% 2,099 1,790
launched in
Dec 2022
Phase 1 was
Hermosa,
PHirst Centrale 528 136 26% 1,037 267 launched in
Bataan
late Dec 2022
TOTAL 21,473 17,836 83.1% 41,003 32,785

GRAND
41,188 37,105 90.1% 144,422 132,217
TOTAL

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PROPERTIES UNDER MANAGEMENT AS OF 30 SEPTEMBER 2023

The Company, through CPMI, manages both residential and commercial properties. The
following table sets forth information regarding residential properties under its management.
NO. OF
PROJECT LOCATION DEVELOPER GFA (sq. m .)
BLDGS.

CPG PROJECTS
7 Acqua Private Residences Mandaluyong Century Limitless Corporation 199,527
10 Azure Urban Residences Paranaque Century Limitless Corporation 235,518
1 Batulao Artscapes Batangas Century Limitless Corporation 4,625
7 The Residences at Commonw ealth Commonw ealth Century Limitless Corporation 137,565
1 Knightsbridge Condominium Makati Century City Development Corp 64,952
1 Phirst Park Homes Tanza Century Limitless Corporation 263,062
1 Phirst Park Homes Pandi Century Limitless Corporation 183,329
1 Phirst Park Homes Lipa Century Limitless Corporation 19,509
1 Phirst Park Homes San Pablo Century Limitless Corporation 63,694
1 Phirst Park Homes Calamba Century Limitless Corporation 61,006
1 Phirst Park Homes Batulao Century Limitless Corporation 28,088
1 Phirst Park Homes Magalang Century Limitless Corporation 103,370
1 The Gramercy residences Makati Century City Development Corp 121,595
1 The Milano Residences Makati Century City Development Corp 32,738
1 The Trump Tow er Makati Century City Development Corp 55,504
1 Asian Century Center Taguig Century City Development Corp 31,759

1 Century City Lifestyle Mall Makati Century City Development Corp 26,919

1 Century City Estates Associations, Inc. Makati Century City Development Corp 439,698
1 Centuria Medical Makati Makati Century City Development Corporation 74,103
1 Century Diamond Tow er Makati Century City Development Corporation 63,101
1 Century Spire Makati Century City Development Corporation 61,533
2 The Resorts Residence at Azure North Pampanga Century Limitless Corporation 64,327
1 Bel-Air Soho Condominium Makati Meridien East Realty & Development Corp. 9,468
2 Essensa East Forbes Taguig Meridien East Realty & Development Corp. 115,000
1 Le Triomphe Condominium Makati Meridien East Realty & Development Corp. 20,239
1 West of Ayala Condominium Makati Meridien East Realty & Development Corp. 30,184
1 Medical Plaza Ortigas Pasig Meridien Property Ventures, Inc. 34,642
1 One Corporate Plaza Makati Inchport Realty Corporation 12,034
1 One Magnificent Mile Condominium Pasig Meridien Far East Properties 23,105
2 Pacific Star Building Makati Penta Pacific Realty Corporation 56,822
54 TOTAL 2,637,016

THIRD-PARTY PROPERTY MANAGEMENT


1 139 Corporate Center Makati Antel Realty & Development Corporation 24,426
1 88 Corporate Condominium Makati Belgen Realty Development, Inc. 37,677
1 AvecShares Asia, Inc. Taguig Avecshares Asia, Inc. 12,232
1 BSA Suites Condominium Makati ASB Development Corp. 22,925
1 Golden Empire Tow er Manila Moldex Land Holdings 129,514
1 The Globe Tow er Cebu Prosperity Properties & Management Corp 12,031
2 La Nobleza Terrazas Manila KTL Development Corporation 40,805
1 Launchpad Building Mandaluyong TV5 Netw ork Inc. 3,700
1 One Corporate Center Ortigas Pasig Amberland Corporation 117,799
1 Paragon Plaza Mandaluyong Fil Estate Properties, Inc. 71,631
1 Pioneer Highlands North Mandaluyong Universal Rightfield Property Holdings, Inc. 89,990
1 Prestige Tow er Condominium Pasig Amberland Corporation 58,698
2 Salcedo Park Makati Empire East 39,430
2 Skyw ay Tw in Tow ers Pasig Amberland Corporation 95,463
1 Tiffany Place Condominium Makati River Oaks Realty Corporation 24,702
1 Tw o Lafayette Square Makati Megaw orld Properties & Holdings, Inc. 17,189
1 Union Bank Plaza Pasig Union Bank Plaza 76,893
20 TOTAL 875,103

FACILITY MANAGEMENT
1 Singapore Embassy Taguig Singapore Embassy 15,000
1 Fisher-Rosemount Systems, Inc. Pasig Emerson 7,378
1 Emerson Manila Shared Services Quezon City Office only* 18,228
1 Makati Cinema Square Makati MCS Condominium Corporation 4,000
6 National Grid Corporation of the Phils Quezon City Government Ow ned 19,378
1 National Grid Corporation of the Phils San Juan Government Ow ned 9,989
2 HMRID Industrual Park Taguig HMRID 73,000
2 PNB Financial Center Pasig/Makati Philippine National Bank 45,389
1 PNB Binondo Philippine National Bank 6,935
1 PNB Naga Philippine National Bank 4,476
1 PNB Bacolod Philippine National Bank 6,912
6 Oracle Philippine Coporation Makati City Oracle Philippine Coporation 18,389
1 De La Salle University - Lipa Lipa City Batangas *No data 140,000
25 TOTAL 369,074

TOTAL PROJECTS 60 TOTAL GFA 3,881,193


TOTAL BUILDINGS 153

128
CORPORATE STRUCTURE

The following chart shows the Company’s corporate and ownership structure as of the date of
this Prospectus.

Note: As of 31 December 2023


*On 24 November 2023, the acquisition has been concluded and a Deed of Absolute Sale has been executed by Mitsubishi
Corporation in favor of CPGI. These are now wholly-owned subsidiaries of CPGI.

As of the date of this Prospectus, there are no (i) bankruptcy, receivership, or similar
proceedings, and (ii) material reclassifications, merger, consolidation or purchase or sale of a
significant amount of assets.

129
The Subsidiaries are segregated by the target market of each project, allowing each to
specialize and focus on their buyers’ requirements in pricing, size, location, and amenities.

The following are CPGI’s master-planned communities with the corresponding subsidiaries:

Master Planned Community Subsidiary


Century City Century City Development Corporation
Acqua Private Residences Century Limitless Corporation
Azure Urban Resort Residences Century Limitless Corporation
The Residences at Commonwealth Century Limitless Corporation
Canyon Ranch Century Communities Corporation
PHirst Park Homes PHirst Park Homes Inc.
The Resort Residences at Azure North Century Limitless Corporation
Commune Village at Batulao Century Limitless Corporation

Below is a description of each subsidiary and associate of the Company:

Century Communities Corporation (CCC)

CCC, incorporated on 15 March 1994, is focused on horizontal house-and-lot developments.


From the conceptualization to the sellout of a project, CCC provides experienced specialists
who develop and execute the right strategy to successfully market a project. CCC is currently
developing Canyon Ranch, a 25-hectare house-and-lot development located in Carmona,
Cavite.

Century City Development Corporation (CCDC)

CCDC, incorporated on 19 December 2006, is focused on developing mixed-use communities


that contain residences, office, and retail properties. CCDC is currently developing Century
City, a 3.4-hectare mixed-use development along Kalayaan Avenue in Makati City.

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Century Limitless Corporation (CLC)

CLC, incorporated on 9 July 2008, focuses on developing high quality, affordable residential
projects. Projects under CLC will cater to first-time home buyers, start-up families, and retirees
seeking safe, secure, and convenient homes within close proximity of quality healthcare
facilities.

Century Properties Management, Inc. (CPMI)

CPMI, incorporated on 17 March 1989, is one of the largest property management companies
in the Philippines, as measured by total gross floor area under management. CPMI has 46
projects in its portfolio, covering a total GFA of 2.38 million sq.m as of 30 June 2019. The
Company believes that CPMI is the first independent and local property management
company to introduce international standards in the Philippine property market. CPMI has
been awarded 18 safety and security distinctions from the Safety Organization of the
Philippines.

Century Destinations and Lifestyle Corp. (CDLC)


(Formerly Century Properties Hotel and Leisure, Inc.)

CDLC, incorporated in 27 March 2014, operates, conducts and engages in hotel business and
related business ventures.

PHirst Park Homes Inc. (PPHI)

PPHI, incorporated on 31 August 2018, is the first-home division and brand of CPGI. Its
projects are located within the fringes of Metro Manila and its target market are first-time
homebuyers. Its current projects are located at Barangay San Lucas in Lipa City and San
Pablo, Laguna, which involve a multi-phase horizontal residential property and offer both
Townhouse units & Single Attached units. PHirst Park Homes is a joint venture project
between Century Properties Group Inc. and Mitsubishi Corporation with a 60-40%
shareholding, respectively. On 31 May 2023, the Board of Directors of the Company approved
the acquisition of the 40% shareholdings or One Billion Sixty Million (1,060,000,000) common
shares with a par value of One Peso (₱1.00) per share and Two Hundred Sixty Five Thousand
(265,000) Preferred B shares with a par value of One Thousand Pesos (₱1,000.00) per share
of Mitsubishi Corporation in PPHI. As of 24 November 2023, the acquisition was concluded
and a deed of absolute sale was executed by Mitsubishi Corporation in favor of the Company.

Century Nuliv Development Corporation


(Formerly Century Prima Corp.)

Incorporated in 2020, CNDC shall focus on continuing Century’s legacy of serving the needs
of the premium and luxury market. Its subdivisions and enclaves consist of premium
townvillas, house and lots, and low-rise, low-density condos located in Metro Manila and key
growth cities in the Philippines. CNDC’s developments feature innovative and inspired
architectural designs and provide superior customer experience that is keenly attuned to
primary home buyer preferences and new generation living. Century Nuliv Townvillas at Acqua
development is the brand’s maiden project, strategically located within the award-winning
Acqua Private Residences community in Mandaluyong City.

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KEY INVESTMENT HIGHLIGHTS

The Company believes that its competitive strengths include the following:

Growth strategy supported by favorable macroeconomic environment

The Company’s entry into affordable housing segment capitalizes on the country’s demand
for affordable housing. For the period between 2001 and 2015, unmet housing need is already
at 6.6 Million units. Demand for housing units is expected to increase with housing demand
estimated at 5.7 Million units for the period between 2016 and 2030 totaling to 12.3 Million
units of housing need by 2030.

Unmet Housing Estimated Housing


Estimated Housing
Segment Need, Demand,
Need by 2030
2001-2015 2016-2030

Can't Afford 786,984 1,134,986 1,921,970

Socialized 1,275,921 1,369,181 2,645,102

Economic 3,686,429 2,509,718 6,196,147


Low Cost 918,820 611,815 1,530,635

Mid Cost 78,705 78,705

High End 11,767 11,767

Need 6,668,154 5,716,172 12,384,326


Source: SHDA, HUDCC

Housing Backlog by Region

Source: SHDA, HUDCC

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Source: SHDA, HUDCC

Proven track record of delivering innovative and high-quality projects in the luxury and
middle-income condominium segments

With a thirty-seven (37)-year track record of delivering innovative luxury, middle-income and
affordable condominiums, the Company continues to focus on identifying the best global
standards and adapting them to the Philippine setting. To date, the Company has introduced
into the Philippines FF/FF units (now common throughout the Philippines), the first urban
residence featuring a man-made beach, and medical offices sold to doctors.

As of 30 September 2023, the Company has completed 38 projects which include 33


residential projects, consisting of (a) 17,481 completed residential condominium units with an
aggregate GFA of 1,238,635 sq. m. (inclusive of parking) for its vertical housing developments,
and (b) 1,414 single detached homes with an aggregate GFA of 224,113 sq. m. for its Canyon
Ranch and Commune Village at Batulao developments.

CPGI also has five (5) commercial leasing projects with 1,267 units and GLA of 145,021 sq.
m. These include the Century City Mall, Centuria Medical Makati, Asian Century Center,
Century Diamond Tower and Novotel Suites Manila.

These are in addition to the 19 buildings consisting of 4,128 units with an aggregate GFA of
548,262 sq.m. that were completed prior to 2010 by the Meridien, the founding principals’ prior
development companies. Noteworthy developments of Meridien include: the Essensa East
Forbes and South of Market in Fort Bonifacio, SOHO Central in the Greenfield District of
Mandaluyong City, Pacific Place in Ortigas, Le Triomphe, Le Domaine and Le Metropole in
Makati City.

Furthermore, CPGI has significantly pre-sold, completed and financed projects that are
expected to generate positive cash flow for the Company once construction and collection of
turnover balances are completed. The cash cycle of condominium projects is such that buyer
equity collected during the construction period is around 10% to 30% of total contract price.
As a result, the company requires credit facilities to bridge condominium completion. The
company is at a stage wherein (27 out of 40) of its projects are already completed. From these
40 projects, the CPGI has already pre-sold 90% in terms of units and has remaining
installment contract receivables of ₱24.0 Billion. For the remaining eleven (11) projects under
construction, the Company has already pre-sold 68% in terms of units, and has remaining
installment contract receivables of ₱14.4 Billion. These projects are also backed with existing
credit facilities, thus further mitigating completion risk.

133
The Company also leads the Philippines in partnering with globally renowned brands to
enhance the prestige and visibility of its developments, leveraging its credibility, track record
and focus on quality to make it a preferred partner to global franchises. For example, the
Company has previously executed successful tie-ups with Paris Hilton, Versace Home, Trump
Organization, Missoni Home, Yoo inspired by Starck, and Armani/Casa.

Complementing its focus on innovation, the Company is similarly dedicated to ensuring its
projects are delivered on time and on budget. The Company believes that its reputation for
high quality, well-executed projects is of paramount importance and will continue to be a key
driver of demand.

Diverse product offerings capitalizing on various market segments

Over the years, CPGI has slowly expanded its businesses by slowly shifting into new product
offerings, which allows the Company to diversify its revenue base. With the launch of its
affordable housing projects and completion of its leasing properties, the Company has grown
its affordable housing segment revenue contribution to 55% for the nine-month period in 2023
from 11% for the year 2018. Additionally, the revenue contribution of its leasing business has
increased to 10% for the nine-month period in 2023.

The Company is expanding rapidly in the affordable housing market. Its current projects
located in Tanza, Cavite; Lipa, Batangas (2); San Pablo, Laguna; Pandi, Bulacan; Calamba,
Laguna; Nasugbu, Batangas (2); Magalang, Pampanga; General Trias, Cavite; Tayabas,
Quezon; Baliwag, Bulacan; Naic, Cavite; Balanga, Bataan; Gapan; Nueva Ecija; have enjoyed
tremendous success, with 84% of its 18,500 units of inventory already pre-sold as of 30
September 2023.

The average price of the homes here is ₱1.2 Million, and currently, 90% of its buyers are first
time end users, catering to the more than 6 Million home backlogs per government statistics.

Given the success of the Company in its initial foray into affordable housing, it is allocating
8.87% of the proceeds of this Offer to partially fund strategic land banking for PHirst Park
Homes (see “Use of Proceeds” on page 104 of this Prospectus).

Additionally, CPGI also has five (5) commercial leasing projects with GLA of 145,021 sq.m.
and an average occupancy rate of 87% as of 30 September 2023. These include the Century
City Mall, Centuria Medical Makati, Asian Century Center, Century Diamond Tower and
Novotel Suites Manila. The Company has registered ₱1,046,942,711 total leasing revenues
for the nine-month period in 2023.

Strong International Sales Platform

The Company employs a progressive marketing strategy, which in addition to successfully


marketing to domestic buyers, actively targets OFWs and other overseas buyers in over 50
countries, enabling it to derive approximately 40% of its pre-sales from overseas. The
company's OFW customer base is largely formed of professionals, management and
services/clerical.

134
Pre-Sales by Region

The Company believes it has an industry-leading overseas sales and marketing presence,
consisting of overseas offices, international selling partners, and a network of 374 exclusive
agents. The Company also conducts about 15 international roadshows per month, which
directly generate significant pre-sales while also increasing its brand presence. In addition,
the Company has an online sales platform, which allows its overseas customers to access
their statements and enables its agents to market its projects in real time.

The Company believes that its significant international presence offers several advantages.
First, it believes that the overseas market, underpinned by OFW buyers, represents one of the
most resilient sources of demand for Philippine real estate. According to the BSP, OFW
remittances exhibited steady growth throughout the recent global financial crisis, in part due
to the geographical diversification of OFWs. Second, the geographical diversity of the
Company’s sales similarly decreases its exposure to any single jurisdiction. Third, the average
income of the OFW population is higher than that of Philippine residents, allowing the
Company to sell its developments at a higher price point. OFW remittances continued to
increase from US$31.3 Billion in 2017 to US$32.2 Billion in 2018, and US$33.5 Billion in 2019.
OFW remittances in 2020 registered a slight decline to US$33.2 Billion but recovered to
US$34.9 Billion in 2021 and further increased to US$36.2 Billion in 2022 despite the COVID-

135
19 pandemic. For January to September 2023, OFW remittances amounted to US$24.2
Billion.

Experienced management team

The Company has an experienced management team that has been with the Company since
its founding, with an average of 27 years of operational and management experience in real
estate. It has completed projects in all stages of the business cycle, including the Asian
financial crisis in the late 1990s. The Company’s management team has extensive experience
in and in-depth knowledge of the Philippine real estate market and has also developed positive
relationships with key market participants, including contractors and suppliers, regulatory
agencies and local government officials in the areas where the Company’s projects are
located.

BUSINESS STRATEGY

The primary elements of the Company’s business strategy are the following:

Leverage its industry leading reputation in the high-rise condominium market to


develop low to mid-rise condominium developments

As the Company has completed 30 out of 31 high rise condo buildings, with the remaining 1
building to be substantially completed in 2025, the Company will seek to leverage its industry
leading reputation in the condominium market not to develop high rise condominiums, but
instead foray into mid-rise condominium and town homes projects, with building heights of no
more than fifteen (15)-stories, which shall be less capital intensive, and which will have a
quicker cash cycle. It shall seek to also complete these projects within three (3) years, as
opposed to the current five (5)-year construction cycle, in order to reduce carrying costs in
general, administrative and interest expenses.

This shall be accomplished through its land bank and joint venture developments in its mixed-
use development in Azure North San Fernando, Pampanga. The Company is allocating 8.87%
of the proceeds of this Offer to Partially fund capital expenditures for Azure North development
(see “Use of Proceeds” on page 104 of this Prospectus).

Expansion of First-Home platform to achieve nationwide presence

PPHI is CPGI’s Residential Development Platform catering to the first-home market via a
range of product lines in the socialized & low-economic (₱580,000 - ₱1.5 Million), high-
economic to affordable (₱1.5 Million - ₱3.5 Million), and mid-income (₱3.5 Million - ₱8 Million)
segments, essentially covering the full spectrum of the 6.5 Million housing backlog in the
Philippines.

By the end of 2023, PPHI would have mustered a portfolio of 21 active projects spanning 8
provinces within the Calabarzon and Central Luzon regions, and also includes its successful
entry into the Visayas Area by way of PPH Bacolod. The projects are a combination of stand-
alone communities and neighborhood villages within PPHI’s two (2) masterplanned
Townships. Both Townships have appropriated sufficient areas for future commercial and
retail business opportunities to support lifestyle essentials of residents within 15-minute
proximity.

Within the next three to five years, PPHI will mount an accelerated expansion plan to achieve
its programmed nationwide presence, launching at least five (5) high-margin projects annually
in targeted market hotspots. Internally generated funds and external capital sourcing will fund

136
the completion of existing projects while at the same time seed much needed land acquisition
efforts. As such, PPHI will continue to be CPGI’s revenue and net income driver.

The Company is allocating 8.87% of the proceeds of this Offer to partially fund strategic land
banking for PHirst Park Homes (see “Use of Proceeds” on page 104 of this Prospectus).

Maintain a stable and positive operating cashflow and recurring earnings from
commercial leasing portfolio

As of 30 September 2023, the Company has five (5) commercial leasing projects with 1,267
units and GLA of 145,021 sq. m. These include the Century City Mall, Centuria Medical Makati,
Asian Century Center, Century Diamond Tower and Novotel Suites Manila. During the
pandemic, CPGI opted to defer the launch of large leasing projects given high capital
expenditure requirements and long payback period business model. The Company is
expecting to generate operating cashflow of around ₱600 Million from the Commercial Leasing
segment.

CPGI will continue to market the un-leased spaces in order to improve its 87% occupancy rate
as of 30 September 2023. At the same time, the Company will launch small leasing projects
such as Azure North Centuria and Azure North Retail. Azure North Centuria project will have
medical clinics and dialysis facility for lease, with a total GFA of 3,440 sq. m., while Azure
North Retail project will have retail establishments such as supermarket, convenience store,
restaurant, salon, barber shop, home improvement stores, laundry, shoe and bag repair,
courier, condo cleaning and driving school, with a total GFA of 3,561 sq. m.

In addition to its existing and planned leasing projects, the Company is seeking to develop
more leasing projects in strategic locations with high foot traffic, in the coming years. CPGI
hopes that its Commercial Leasing segment will contribute at least 10% of its revenue in the
next five (5) years.

PROPERTY DEVELOPMENT PROJECTS

As one of the leading real estate developers in the Philippines, CPGI prides itself on providing
a wide range of innovative real estate products to its customers. The Company’s approach to
property development focuses on creating unique real estate properties with the best design,
quality and amenities. CPGI identifies the global standard and combines that with its ability to
acquire land in prime urban areas to create properties that meet the demands of the Philippine
real estate market. It develops properties for several market segments, from luxury residential
projects to affordable and mixed-use developments.

Acqua Private Residences

A six (6)-tower master-planned development on a 2.4-hectare at the border of Makati City and
Mandaluyong City, Acqua Private Residences has a tropical rainforest-infused design that
attempts to combine nature with urban living. The towers each expected have views of the
Makati City skyline. Acqua’s amenities include a lounge area, juice bar and café, spa, climbing
wall, boxing studio, tennis courts, and the first river walk promenade in the Philippines, which
feature restaurants, bars, and designer stores. The six (6)-tower project is already complete -
consisting of 3,320 units with a total GFA (inclusive of parking) of 227,740 sq.m. and is
targeted at customers in the middle-income segment. The Pasig River separates Acqua
Private Residences from Makati City, and the property will be easily accessible from Makati
City via a bridge at the Pasig River.

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Azure Urban Resort Residences

Designed by the award-winning master planning and architectural firm Broadway Malyan,
Azure Urban Resort Residences consists of nine (9) residential buildings on a six (6)-hectare
property, with 80% of the land dedicated to open space. The property is the first man-made
beach residential development in the Philippines and features a beach club designed by
internationally renowned celebrity, Paris Hilton. In addition to the Paris Beach Club, the
property’s amenities include a beach volleyball area, Zen garden, lap pool with cascading
waterfalls, poolside bar, basketball court, multi-purpose court, THX-certified theater, an open
park, playgrounds, and restaurants. The property is located beside the SM Bicutan mall in
Parañaque City. The development targets the affordable housing segment, with 5,355 units
and have total GFA (inclusive of parking) of 336,909 sq.m. The nine (9) towers have been
completed, namely: Rio, Santorini, St. Tropez, Positano, Maui, Miami, Maldives, Boracay, and
Bahamas.

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The Resort Residences at Azure North

CPGI’s first development in Pampanga and outside of Metro Manila. This eight (8)-hectare
mixed-use development replicates the developer’s success with the Azure Urban Resort
Residences in Bicutan, Parañaque, through its concept of beachfront living in the city.

With plans for condominium towers, townhouse clusters, office towers, and a retail boardwalk,
Azure North is located on the western side of the North Luzon Expressway, close to the
existing retail complexes. Each residential cluster will again be named after famous beaches
around the world, namely Monaco, Bali, and Barbados. In addition to the beach, its water
features will include various pools for children and adults. Amid these will be a pool bar, a
beach club, a multi-purpose event space, and a centerpiece called the Azure North Island,
which will be offered for private events and gatherings. Monaco and Bali towers were
completed in 2021. Barbados, the last tower, is expected to be completed in 2025.

Century Spire

Launched in 2013, Century Spire is the last of the five (5) residential skyscrapers to rise in
Century City, but is the first residential building to bear the Century name. The building’s
architecture is designed by Daniel Libeskind, the visionary architect behind New York’s
Ground Zero, while its amenities and common areas are interior-designed by Armani Casa.
The 52-story tower has a total GFA (inclusive of parking) of 92,138 sq. m. and 360 residential
units, 184 office units and 8 retail units for sale. Century Spire has 21 residential floors, 24
floors of office space and 2 floors of retail space.

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Century Diamond Tower

Century Properties has also constructed an office building in partnership with Mitsubishi
Corporation. The project is situated in a land area of 3,166 sq.m. and will be composed of
commercial and IT office units. The entire project has a total GLA (inclusive of parking) of
approximately 57,137 with 41 physical floors including 11 parking floors (five (5) basement
parking and six (6) above ground parking) with 652 slots. The Philippine Economic Zone
Authority (“PEZA”)-accredited building was completed in 2019. It has a net leasable area of
58,618 sq. m. and follows the core and shell rating system of the Leadership in Energy and
Environmental Design (“LEED”). It is designed with the latest building features including the
Variable Refrigerant Flow air-conditioning system, a building automation system, 100%
backup power with redundancy, and fire detection and alarm systems.

On 24 August 2020 CPGI acquired its joint venture partner Mitsubishi Corporation’s
subsidiary’s 40% stake in the newly-completed Century Diamond Tower. CPGI paid ₱1.9
Billion for the acquisition of Mitsubishi Corporation’s common shares in CCDCII. The
transaction, which was approved by the Philippine Competition Commission (“PCC”) on 11
August 2020, made CCDC II a wholly-owned subsidiary of CPGI.

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The Residences at Commonwealth

It is a 4.4-hectare project of CPGI and its first master-planned residential community


development in Quezon City. The eight (8)-tower project is located in Commonwealth Avenue
within the vicinity of a shopping center, top schools, techno hubs, churches and major
thoroughfares. The Commonwealth by Century residential package includes livable unit
layouts with extended balconies, distinctive amenities that encourage outdoor and holistic
social interaction, a community with open spaces, greenery and waterscapes; and round the
clock safety and security systems for the peace of mind of all residents. The project’s unique
architectural design, spacious unit layouts and pioneering amenities aim to redefine the
standards of living in Quezon City.

In December 2022, the last tower at The Residences at Commonwealth, Quezon South, was
completed. All eight (8) towers (namely, Osmeña West, Quezon North, Roxas East, Osmeña

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East, Roxas West, Quirino West, Quirino East and Quezon South) of the 4.4-hectare project
of CPGI located in its first master-planned residential community development in Quezon City
have been completed.

Canyon Ranch

Canyon Ranch Phase 1 and Phase 2

Actual Site Image

The Canyon Ranch development, located in Carmona, Cavite, is a community south of Manila
containing single-family detached homes, single attached homes, duplex, and townhomes.
This development is a part of the San Lazaro Leisure Park, which includes one (1) of only two
(2) operating horse racing tracks in the Philippines. CPGI acquired the right to develop the
land and launched the project in May 2007. The project is a joint venture with the Manila
Jockey Club. The development targets middle-income customers and is expected to consist
of 929 single detached homes situated on 280,300 sq. m. upon completion. The Canyon
Ranch development is a 25-minute drive from Makati City and is highly accessible via the
South Luzon Expressway or the Alabang Skyway. The project is close to several shopping
destinations, including the Alabang Town Center, Festival Mall, SM Dasmariñas, Pavillion
Mall, and Robinsons Place Dasmariñas. As of 30 September 2023, 929 houses have already
been completed.
Canyon Ranch Moderno (Phase 3)

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The Moderno at Canyon Ranch is the expansion and Phase 3 of Canyon Ranch. With 163
homes, it offers an alternative home concept to practical urban families with its uplifting
minimalist architecture and green design.

Asian Century Center

CPGI’s office development in Fort Bonifacio, which has been approximately 97% leased out
as of September 2023, is its first venture into the office property segment in Bonifacio Global
City. The 21-storey office building, launched in partnership with Asian Carmakers Corporation
has a GLA of 30,584 sq. m. Asian Century Center is accredited by the PEZA and meets its
strict requirements of 100-percent power backup, provision for high-speed internet and
infrastructure, and a building management system.

The tower has been pre-certified for the core and shell rating of LEED, a globally recognized
green building and sustainability certification system. Precertification is awarded to projects
with achievable sustainable targets that demonstrate the project’s commitment to LEED
certification. Asian Century Center is working towards a LEED Silver status.

Commune Village at Batulao

Commune Village is a 6.5-hectare horizontal residential development located in Nasugbu, a


nurturing middle ground that is ideal for those who love the cool vistas of Tagaytay and the
welcoming beaches of Batangas. Nestled on the foothills of Mt. Batulao, Commune Village
features livable spaces in exclusive collaboration with industry-leading Filipino designers,
making high-end architecture accessible, with homes by architect Ed Calma called Polygonal
Successions and designer Kenneth Cobonpue’s Hedera home. New home models Kaizen
(2BR) and Sansa (3BR) are also being offered in Commune Village. A fresh take on minimalist
design, updated with the new living preferences of buyers in mind.

It is anchored in four (4) pillars: Integrated, Connected, Accessible, and Sustainable. The
community has features that can reduce maintenance costs and increase the vitality of the
community— from solar-powered street lights and water pumps that reduce power
consumption. Plans are also well underway for recreational and retail establishments that
cater to a broader range of cultural preferences and that will further increase the commercial
value of its land.

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The community is a 1.5 to 2-hour drive from Makati via 4 access points through: (1) Daang
Hari Road towards the scenic Nasugbu-Kaybiang Tunnel; (2) Star Tollway to Tanauan Exit;
(3) South Luzon Expressway (SLEX); and (4) Cavite Expressway (CAVITEX).

PHirst Park Homes Inc.

PHirst Park Homes Inc. (PPHI), the first home buyer brand of Century Properties Group and
Mitsubishi Corporation unveiled its first development in the municipality of Tanza, Cavite,
south of Metro Manila in May 2017. The 26-hectare horizontal community is accessible via
Governor’s Drive, one of the major highways in Cavite, and is about 3 minutes away from SM
City Trece Martires.

With the success of PHirst Park Homes Tanza, the Company also launched PHirst Park
Homes Lipa in May 2017, and PHirst Park Homes San Pablo in December 2018, PHirst Park
Homes Pandi in September 2019, PHirst Park Homes Calamba in September 2019, and
PHirst Park Homes Batulao in December 2019, and PHirst Park Homes Magalang in
September 2020.

PPHI launched projects in June to August 2021, including PHirst Park Homes Gen Tri, an 18-
hectare project in General Trias, Cavite; PHirst Park Homes Tayabas, a 23-hectare
development and its first project in Quezon Province; and PHirst Park Homes Baliwag, a 15-
hectare project in Bulacan which is its second project in the province.

The Company, through PPHI, launched the first phase of PHirst Park Homes Naic and PHirst
Park Homes Balanga in the fourth quarter of 2021 and the second quarter of 2022,
respectively, with 400 houses valued at ₱0.7 Billion and 732 houses valued at ₱1.2 Billion.

Home seekers can expect the brand’s 4Cs in all PPHI master-planned developments:
Complete and well-provisioned homes with a perimeter fence and gate, Conceptive amenities
that promote a healthy and holistic lifestyle, connected living through WiFi zones and a shuttle
service, and a Convenient and simplified selling and buying experience.

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Century PHirst Corporation

On 23 February 2023, CPGI announced the expansion of its first home market residential
offerings through Century PHirst Corporation (CPC), a wholly-owned subsidiary of Century
Limitless Corporation (CLC). Through CPC, CPGI will, by itself, be venturing into the
socialized, economic, and mid-income residential markets. CLC is a wholly-owned subsidiary
of CPGI.

CPC’s flagship projects are: (1) PHirst Editions Batulao located in Nasugbu, Batangas, which
was launched in October 2022; (2) PHirst Sights Bay in Laguna, which was launched in
December 2022; and (3) PHirst Centrale Hermosa in Bataan, which was launched in
December 2022 (PHirst Fairgrounds) and May 2023 (PHirst Impressions).

PHirst Editions Batulao, Century PHirst’s maiden middle-income development, is a horizontal


residential project in Nasugbu, Batangas and is located adjacent to the existing PHirst Park
Homes Batulao community. PHirst Editions Batulao spans 14 hectares and will house 629
single attached and single detached units with a project sales value of ₱3.06 Billion for middle
income, priced from ₱3.2 Million to ₱6 Million.

PHirst Sights Bay in Laguna with 1,816 houses valued at ₱2.1 Billion is a project that will cover
segments from socialized housing with units priced at ₱580,000, and economic housing with
units ranging from ₱800,000 to ₱1.5 Million.

To round up its expansion plan, CPC also ventured into its first mixed-use township in Bataan,
PHirst Centrale Hermosa, which will have multiple residential product offerings, as well as
support commercial, retail, and institutional components. Launched in May 2023, PHirst
Impressions Centrale Hermosa is a townhouse development that occupies 14.5 hectares with
1,574 units valued at around ₱3.12 Billion. Unit prices range from ₱1.7 to ₱ 2.5 Million.
Alongside PHirst Impressions is PHirst Fairgrounds, PHirst Centrale Hermosa’s commercial
component launched in December 2022. This 3.1 hectare development offers lot cuts ranging
from 503-1,531 sq.m., with the first phase valued at ₱602 Million.

These expansion efforts of PPHI & CPC bring forth a broader range of housing packages and
price points to provide first-time home buyers with a wider set of options to acquire their very
own home.

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LAND BANK

The Company has an aggregate land bank with a site area of 2,253,687 sq.m. as of 30
September 2023. CPGI believes that its disciplined land acquisition, usually through joint
ventures or installment sales, allows the Company to maintain a higher return on its equity
compared to its peers and to have sufficient developable inventory for the next several years.

Below is a table of the Company’s current land bank:

Land size
Location Product Class
(in sq. m.)
Mandaluyong 14,271 Mixed Use with Mid Rise Condo and Leasing Assets
Katipunan, Quezon City 3,064 Mixed Use with Mid Rise Condo and Leasing Assets
Novaliches, Quezon City 573,623 Mixed Use with Mid Rise Condo and Leasing Assets
San Fernando, Pampanga 39,062 Mixed Use with Mid Rise Condo and Leasing Assets
Batulao 444,029 Leisure / Tourism
Palawan 564,169 Leisure / Tourism
Lipa, Batangas 13,476 Horizontal Housing
San Pablo, Laguna 2,793 Horizontal Housing
Pandi, Bulacan 5,713 Horizontal Housing
General Trias, Cavite 34,818 Horizontal Housing
Tayabas, Batangas 90,380 Horizontal Housing
Baliuag, Bulacan 31,168 Horizontal Housing
Naic, Cavite 80,655 Horizontal Housing
Balanga, Bataan 25,295 Horizontal Housing
Gapan, Nueva Ecija 69,457 Horizontal Housing
Hermosa, Bataan 62,201 Horizontal Housing
Batulao, Batangas 27,628 Horizontal Housing
Bacolod 171,886 Horizontal Housing
Total 2,253,688

Employees

CPGI and its Subsidiaries have 1,092 employees as of 30 September 2023 and 1,025
employees as of 31 December 2022.

Its employees are primarily engaged in development operations, construction, property


management, as well as sales and marketing. CPGI and its Subsidiaries’ local and
international marketing and distribution network consist of 3,787 agents as of 30 September
2023 and 3,129 agents as of 31 December 2022. CPGI and its Subsidiaries have entered into
an expense allocation agreement to pay the costs of such services and record such costs in
general, administrative and selling expenses.

The following table shows the distribution of the Company and its Subsidiaries’ employees
across its core function areas.

31 December 30 September
2022 2023
Development operations 415 489
Sales and marketing 29 21

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31 December 30 September
2022 2023
Construction 54 39
Property management 527 543
Total 1,025 1,092

Agents:
Subsidized agents 613 815
Agents on commission 2,516 2,972
Total 3,129 3,787

In order to fulfill the manpower requirements, the Company subscribes to local and
international job portals, job fairs, executive search and advertise job postings in leading
newspapers and internet sites. The Company practices equal opportunity employment to all
qualified talents in terms of hiring, salary job offers and promotion to hired employees.

CPGI employees are being empowered to take proactive roles with active learning and
development plans, regular training opportunities and real career progression to ensure the
continuity of the Company’s vision.

Managers and staff are also routinely given feedback on their job performance and CPGI takes
other steps to ensure the continuous development of its employees.

The total employee remuneration program provided by the Company has been designed to
help compete in the marketplace for quality employees and the Company believes that these
packages are in line with the industry standard in the Philippines. CPGI shall provide and
enhance long term incentive programs such as a housing program, an employee stock option
plan and a retirement program. The Company conducts annual performance reviews and
rewards employees with annual salary increases if merited. The Company’s goal is to position
itself as an employer of choice in the Philippines.

The employees are not covered by a collective bargaining agreement and no employee
belongs to a labor union. There has been no loss of work due to any labor disputes.

Land Acquisition

The Company sources land for development through joint venture agreements with land
owners, or through direct purchases. Direct purchases can either be paid for in cash or on
installment basis. The land acquisition process consists of three main steps: identifying,
assessing and executing.

Project Design

The project design process involves the planning of the potential project, including
determination as to the suitable market segment, master planning, design of property and
landscape design. Development timetables vary from project to project, as each project differs
in scale and design. Typically, project planning begins after land acquisition and takes at least
nine months, during which time CPGI prepares both the master plan for the entire project
(which can take several months and may be revised over the course of the project) and
detailed plans for each project phase.

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Project Development and Construction

Project development and construction involves obtaining the required Government regulatory
approvals and executing the Company’s plans. Typically, once the Company has completed
the project planning phase, it obtains the necessary Government approvals and permits to
conduct pre-marketing activities. For residential projects, once the project has received a
development permit from the relevant LGU or HLURB, now DHSUD, as the case may be, and
a permit to sell from the latter, pre-sales of the residential unit can, and initial development
work on the project site may commence. Before the site development process can begin, the
Company must also obtain clearances from various Government departments, principally the
DENR and the DAR, as well as the relevant LGU.

Below is the summary of amount spent on development activities, and its percentage to
revenues during the last three (3) fiscal years:

2020 2021 2022 9M 2023


(₱ in Millions) (₱in Millions) (₱ in Millions) (₱ in Millions)
Construction
4,628 4,548 4,029 2,210
cost incurred
Real Estate
9,483 7,664 9,232 8,231
Revenue
% to Real Estate
48.8% 59.3% 43.6% 34.6%
Revenue

Marketing And Sales

The Company utilizes its local and international marketing network and believes it is one of
the most active industry players when it comes to sales and marketing. The local and
international marketing and distribution network consists of 374 exclusive agents who receive
monthly allowances and commissions, and 3,787 external agents which include 2,972
commission-based agents and 815 brokers as of 30 September 2023.

The Company’s advertising and promotional campaigns include the use of show rooms, print
and outdoor advertising, fliers, leaflets and brochures designed specifically for the particular
target market. The advertising and promotional campaigns are carefully conceptualized and
managed by the Company’s Corporate Communications Department.

Sales And Customer Financing

The Company normally conducts pre-selling of its property units prior to both construction and
project completion. Customers generally start with the payment of non-refundable, non-
transferable pre-sale fee that is valid for thirty (30) calendar days from the date of payment.
Within this period, the customer is required to submit the complete post-dated checks covering
the monthly amortizations and the final turnover balance.

Notwithstanding certain buyers who opt to pay the purchase price in full and in cash, the
Company requires 20% to 50% of the total purchase price to be paid during the construction
stage, which is between three to five years. On the turnover date, the buyers would have fully
paid the required 20% to 50% of the total purchase price, and would be required to either pay
the balance in cash or apply for a bank-financed loan. The Company assists qualified
homebuyers in obtaining mortgage financing from government-sponsored mortgage lenders
and from commercial banks.

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The Company offers in-house financing to qualified buyers with interest rates ranging from
12% to 16%. This payment option accounts for only 2% of the total collection and 6% of the
total sold inventory.

Sales Cancellations

Default and cancellations are subject to a variety of circumstances beyond the Company’s
control, such as adverse economic and market conditions as well as increase in interest rates.

After Sales Services

The Company provides maintenance services through its subsidiary CPMI on projects that are
fully turned over to the owners. The Company believes that CPMI’s management of the
completed projects increases their asset value.

The Company obtains feedback from the unit owners in order to provide quality home dwelling
units in the future and to enhance long-term relationships with them. Finally, the Company has
an in-house leasing department to handle the leasing and re-sale needs of its clients.

Insurance

The Company believes that it has sufficient insurance coverage that is required by Philippine
regulations for real and personal property. Subject to customary deductibles and exclusions,
the Company’s insurance policies include coverage for, among other things, building and
improvements, machinery and equipment, furniture, fixtures and fittings against damage from
fire and natural perils, machinery breakdown, third-party liability to the public and construction
works. The Company is not covered by business interruption insurance.

Competition

The Philippine real estate development industry is highly competitive. CPGI’s primary
competitors are real estate companies that also focus on developing residential and
commercial buildings in the Philippines. The Company believes that customers choose among
competing real estate companies based on design, amenities, price, location, developer
reputation, quality of finishes, after-sales support services, unit sizes, monthly amortization
and financing terms. Century’s competitors vary depending on the target market. The main
competitors are Ayala Land, Inc., DMCI Homes, Filinvest Land Inc., Megaworld Corp.,
Robinson Land Corp., Rockwell Land Corporation, and Vista Land & Lifescapes, Inc.

The Company believes that it can effectively compete with other companies in its industry
through innovative branding strategies to effectively enhance brand visibility and product
appeal while attempting to reinforce credibility as a leading developer in the Philippines. The
Company is also developing properties in partnership with global brand names and setting up
various marketing offices abroad to cater to foreign customers, Filipinos based abroad and
OFW’s.

Suppliers

The Company has a broad base of suppliers both local and international. The Company is not
dependent on one or a limited number of suppliers.

Customers

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The Company has a broad market base including local and foreign individual and institutional
clients. The Company is not dependent on a single or few clients.

Intellectual Property

The Company through its Subsidiaries has several trademarks/trade name and logos
registered with the Intellectual Property Office of the Philippines. These trademarks have
registration licenses and the same are continuously maintained and renewed after such
registration anniversary for exclusive use of trademarks, names and logos.

The following are significant trademarks and logos of the Company’s Subsidiaries registered
which the management protects and secures licenses in updating its rights to use exclusively
for its operations:

Century City Development Corporation

Registration
Trademark Title Registration No. Status
Date

The Knightsbridge Residences at Century 4-2008-002251 07/07/2009 Active

The Gramercy Residences 4-2007-003346 08/13/2007 Active

Century City Development Corporation 4-2007-003034 08/13/2007 Active

The Gramercy Residences at Century City 4-2007-003343 08/13/2007 Active

MOMA the Modern Makati 4-2007-004279 10/29/2007 Active

Century City 4-2007-003035 08/13/2007 Active

Century City Mall 4-2013-001793 02/18/2013 Active

Century City Mall 4-2013-001794 07/25/2013 Active

Century Limitless Corporation

Trademark Title Registration No. Registration Status


Date

The Sanctuary Cove 4-2009-006601 05/20/2010 Active

Sanctuary Cove (Stylized) 4-2009-006622 05/20/2010 Active

Acqua Private Residences 4-2010-009211 09/15/2011 Active

Acqua Private Residences and Design 4-2010-009212 09/15/2011 Active

The Pebble 4-2011-003766 09/15/2011 Active

Niagara Tower 4-2011-003771 09/15/2011 Active

Sutherland Tower 4-2011-003772 09/15/2011 Active

Dettifoss Tower 4-2011-003770 09/15/2011 Active

Yosemite Tower 4-2011-003767 09/15/2011 Active

Acqua Victoria Tower 4-2011-003768 09/15/2011 Active

Iguazu Tower 4-2011-003769 09/15/2011 Active

The Atlantis Residences 4-2009-004741 11/19/2009 Active

The Atlantis 4-2009-004742 11/19/2009 Active

151
Trademark Title Registration No. Registration Status
Date

Azure Urban Resort Residences 4-2009-010680 05/20/2010 Active

Azure Urban Resort Residences with a Rectangle 4-2009-010681 05/20/2010 Active

Azure Urban Resort Residences with a Rectangle 4-2009-010682 05/20/2010 Active


Active

Acqua Iguazu Yoo Inspired by Starck 4-2011-014335 12/01/2011 Active

The Residences at Commonwealth by Century and 4-2012-009282 07/27/2012 Active


Logo

Nova by Century 4-2013-00009720 08/14/2013 Active

Novacity by Century 4-2013-00009728 08/14/2013 Active

Azure 4-2017-009341 12/08/2019 Active

Azure North 4-2017-009355 11/18/2017 Active

St. Tropez 4-2017-009344 11/18/2017 Active

Rio at the Azure 4-2017-009343 08/04/2019 Active

The St. Tropez at the Azure 4-2017-009345 07/25/2019 Active

The Santorini at the Azure 4-2017-009346 11/18/2017 Active

Positano at the Azure 4-2017-009347 07/25/2019 Active

Maui 4-2017-009348 11/18/2017 Active

Maui at the Azure 4-2017-009349 07/25/2019 Active

The Miami at the Azure 4-2017-009351 02/29/2020 Active

The Maldives at the Azure 4-2017-009352 02/29/2020 Active

Bahamas at the Azure 4-2017-009353 03/31/2019 Active

Boracay at the Azure 4-2017-009354 03/31/2019 Active

Barbados at Azure North 4-2017-009356 03/31/2019 Active

Monaco at Azure North 4-2017-009357 03/31/2019 Active

Bali at Azure North 4-2017-009358 03/31/2019 Active

Batulao Artscapes 4-2017-009367 11/09/2017 Active

Batulao Artscapes 4-2017-009368 06/16/2017 Active

Century Estates At Batulao EFPH202300007


02/21/2023 New
9083

Commune Village at Batulao EFPH202300002


10/26/2023 New
645941

Artventure 4-2017-011921 07/28/2017 Active

Artscapes 4-2017-011920 07/28/2017 Pending review of application

Co. Dorms 4-2018-002012 02/02/2018 Pending review of application

Co. Livingspaces 4-2018-002013 02/02/2018 Pending review of application

Co. 4-2018-002014 02/02/2018 Pending review of application

Co. Spaces 4-2018-002015 02/02/2018 Pending review of application

Prima 4-2018-002016 02/02/2018 Active

Prima Villahome 4-2018-002017 02/02/2018 Active

152
Trademark Title Registration No. Registration Status
Date

Prima Townvilla 4-2018-002018 02/02/2018 Active

Prima Resorthome 4-2018-002019 02/02/2018 Active

Century Destinations 4-2019-00010918 06/26/2019 Active

Century Enclaves 4-2019-00010920 06/26/2019 Active

Century Prima 4-2019-00010919 06/26/2019 Active

Century Vertical Villas 4-2019-00010916 06/26/2019 Active

Century TownVillas 4-2019-00010913 06/26/2019 Active

Century Co. 4-2019-00010921 06/26/2019 Active

Century City Prima Homes At San Fernando 4-2021-515436 07/01/2021 Pending review of application

Century Estate Prima Homes At Batulao And Logo 4-2021-515437 07/01/2021 Pending review of application

Century Prima Residences At Acqua And Logo 4-2021-515446 07/01/2021 Pending review of application

Century Prima Residences At Katipunan And Logo 4-2021-515440 07/01/2021 Pending review of application

Century Prima New Generation Living With Aqua 4-2021-515443 07/01/2021 Pending review of application
Background And Logo

Century Prima And Logo 4-2021-515444 07/01/2021 Pending review of application

Century City Prima Towers At San Fernando And Logo 4-2021-515445 07/01/2021 Pending review of application

Century Prima New Generation Living 4-2021-515442 07/01/2021 Pending review of application

Century Communities Corporation

Trademark Title Registration No. Registration Status


Date

Century Communities and Device 4-2007-003036 08/13/2007 Active

Mt. Batulao by Century 4-2015-001992 11/05/2015 Active

Century Destinations and Lifestyle Corp.

Trademark Title Registration No. Registration Status


Date

Narra Hotels & Resorts and Logo 4-2014-006411 05/21/2014 Active

Crib by Narra and Design 4-2014-006413 05/21/2014 Active

Crib Hotels 4-2014-006412 05/21/2014 Active

The Cove at San Vicente Lifestyle Resort & Private 4-2018-00016429 04/25/2019 Active
Residences

The Viu at Batulao Artscapes 4-2018-00016432 04/25/2019 Active

The Viu at Batulao Artscapes 4-2018-00016433 04/25/2019 Active

Destinations by Century Properties 4-2018-00011086 07/14/2019 Active

CDLC 4-2018-00011085 10/25/2018 Active

Century Properties Group Inc.

153
Trademark Title Registration No. Registration Status
Date

Cape San Vicente 4-2015-001994 02/24/2015 Active

A Censo Homes 4-2015-001995 02/24/2015 Active

Censo Homes 4-2015-001993 02/24/2015 Active

Century Nuliv Development Corporation (formerly CENTURY PRIMA CORP.)

Trademark Title Application No. Application Status


Date

CENTURY NULIV DESTINATIONS 4-2022-00522445 09/06/2022 Pending review of application

CEDNTURY NULIV 4-2022-00522442 09/06/2022 Pending review of application

CENTURY NULIV ESTATES 4-2022-00522432 09/06/2022 Pending review of application

CENTURY NULIV HOMES 4-2022-00522443 09/06/2022 Pending review of application

CENTURY NULIV RESIDENCES 4-2022-00522439 09/06/2022 Pending review of application

CENTURY NULIV SUITES 4-2022-00522434 09/06/2022 Pending review of application

CENTURY NULIV TOWER 4-2022-00522437 09/06/2022 Pending review of application

CENTURY NULIV TOWNVILLAS 4-2022-00522438 09/06/2022 Pending review of application

NULIV DESTINATIONS 4-2022-00522435 04/06/2023 Active

NULIV ESTATES 4-2022-00522433 04/06/2023 Active

NULIV HOMES 4-2022-00522450 04/06/2023 Active

NULIV RESIDENCES 4-2022-00522430 02/26/2023 Active

NULIV SUITES 4-2022-00522448 04/06/2023 Active

NULIV TOWER 4-2022-00522436 04/06/2023 Active

NULIV TOWNVILLAS 4-2022-00522449 04/06/2023 Active

CENTURY NULIV NEW GENERATION LIVING AND 4-2022-00522444 09/06/2022 Pending review of application
LOGO

CENTURY N AND LOGO 4-2022-00522431 09/06/2022 Pending review of application

CENTURY NULIV HOMES AT ANGELES AND LOGO 4-2022-00522447 09/06/2022 Pending review of application

CENTURY NULIV RESIDENCES AT KATIPUNAN 4-2022-00522440 09/06/2022 Pending review of application


AND LOGO

CENTURY NULIV TOWNVILLAS AT ACQUA AND 4-2022-00522446 09/06/2022 Pending review of application
LOGO

N HOMES N TOWNVILLAS N CONDO AND LOGO 4-2022-00522441 09/04/2023 Active

Government Approvals/Regulations

The Company secures various Government approvals such as the ECC, development
permits, licenses to sell, etc. as part of the normal course of its business.

154
The Company has no principal product that has pending Government approval as of 30
September 2023.

As of 30 September 2023, the Company is not aware of any existing or probable governmental
regulations that will have an impact on the Company’s operations.

All Government approvals and permits issued by the appropriate Government agencies or
bodies which are material and necessary to conduct the business and operations of the
Company, were obtained by the Company and are in full force and effect, as of 30 September
2023.

Based on the legal opinion dated 18 December 2023 issued by an independent counsel,
Flores Law Office, and unless otherwise indicated below, the material permits and licenses
required for the Company’s operations are valid and subsisting.

The list of the material permits and licenses of the Company and its Subsidiaries are set out
below:

Validity/
Issuing Title of Permit Date of
Expiration Status/Remarks
Agency /License Issuance
Date
Century Properties Group Inc.
SEC Certificate of 13 March 1975 N.A. Valid and subsisting.
Incorporation
LGU of Business Permit 1 February 2023 31 December The renewal of
Makati City 2023 business permit is
still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

BIR Certificate of 1 January 1997 / N.A. Valid and subsisting.


Registration 27 April 2023
(Updated BIR-
COR) issued by
RDO No. 126,
Regular LT Audit
Division III)
Century City Development Corporation
SEC Certificate of 19 December N.A. Valid and subsisting.
Incorporation 2006
LGU of Business Permit 1 February 2023 31 December The renewal of
Makati City 2023 business permit is
still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on

155
Validity/
Issuing Title of Permit Date of
Expiration Status/Remarks
Agency /License Issuance
Date
or before 15
February 2024.

LGU of Business 1 February 2023 31 December The renewal of


Makati City Permit-Lessor 2023 business permit is
CC Mall still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

LGU of Business 2 March 2023 31 December The renewal of


Taguig City Permit-Lessor 2023 business permit is
(Asian Century still ongoing, with the
Center) Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

BIR Certificate of 20 December N.A. Valid and subsisting.


Registration 2006 / 23 June
2023 (Updated
BIR-COR) issued
by RDO No. 126,
Regular LT Audit
Division III)
Century Communities Corporation
SEC Certificate of 15 March 1994 N.A. Valid and subsisting.
Incorporation
LGU of Business Permit 20 January 2023 31 December The renewal of
Municipality 2023 business permit is
of Carmona, still ongoing, with the
Province of Company currently
Cavite processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

BIR Certificate of 20 June 1994 / N.A. Valid and subsisting.


Registration June 2013
(Newly Enlisted-
Revenue District
No. Large

156
Validity/
Issuing Title of Permit Date of
Expiration Status/Remarks
Agency /License Issuance
Date
Taxpayers
Service)
Century Limitless Corporation
SEC Certificate of 19 July 2008 N.A. Valid and subsisting.
Incorporation
LGU of Business Permit 19 January 2023 31 December The renewal of
Mandaluyong 2023 business permit is
City still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

LGU of Business Permit 17 February 31 December The renewal of


Parañaque 2023 2023 business permit is
City still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

LGU of Business Permit 12 December 12 December The renewal of


Quezon City 2022 2023 business permit is
still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

LGU of San Business Permit 7 February 2023 31 December The renewal of


Fernando, 2023 business permit is
Pampanga still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

157
Validity/
Issuing Title of Permit Date of
Expiration Status/Remarks
Agency /License Issuance
Date
LGU of Business Permit 19 October 2023 31 December The renewal of
Batulao, 2023 business permit is
Batangas still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

BIR Certificate of 2 May 2023 N.A. Valid and subsisting.


Registration (Updated BIR-
COR) issued by
RDO No. 126,
Regular LT Audit
Division III)
Century Properties Management, Inc.
SEC Certificate of 17 March 1989 N.A. Valid and subsisting.
Incorporation
LGU of Business Permit 20 January 2023 31 December The renewal of
Makati City 2023 business permit is
still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

BIR Certificate of 1 January 1996 / N.A. Valid and subsisting.


Registration June 2013
(Newly Enlisted-
Revenue District
No. Large
Taxpayers
Service)
Century Destinations and Lifestyle Corp. (formerly CENTURY PROPERTIES HOTEL AND
LEISURE, INC.)
SEC Certificate of 27 March 2014 N.A. Valid and subsisting.
Incorporation
LGU of Business 1 February 2023 31 December The renewal of
Makati City Permit 2023 business permit is
still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on

158
Validity/
Issuing Title of Permit Date of
Expiration Status/Remarks
Agency /License Issuance
Date
or before 15
February 2024.

BIR Certificate of 8 April 2014 N.A. Valid and subsisting.


Registration
Century Nuliv Development Corporation (formerly CENTURY PRIMA CORP.)
SEC Certificate of 31 January 2020 N.A. Valid and subsisting.
Incorporation
LGU of Business 1 February 2023 31 December The renewal of
Makati City Permit 2023 business permit is
still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

LGU of Business 30 January 2023 31 December The renewal of


Mandaluyong Permit 2023 business permit is
City still ongoing, with the
Company currently
processing
assessments and
payments. Target
date for securing the
renewed permit is on
or before 15
February 2024.

BIR Certificate of 15 November N.A. Valid and subsisting.


Registration 2022 (Century
Nuliv
Development
Corporation)

ISSUING TITLE OF PERMIT/LICENSE


PROJECT NAME STATUS/REMARKS
AGENCY PERMIT/LICENSE NO.
CENTURY CITY DEVELOPMENT CORPORATION

HLURB/ DHSUD GRAMERCY LICENSE TO SELL 26948 Valid and Subsisting

HLURB/ DHSUD KNIGHTSBRIDGE LICENSE TO SELL 20226 Valid and Subsisting

HLURB/ DHSUD CENTURIA MEDICAL LICENSE TO SELL 25672 Valid and Subsisting

HLURB/ DHSUD MILANO LICENSE TO SELL 25038 Valid and Subsisting

HLURB/ DHSUD TRUMP LICENSE TO SELL 26183 Valid and Subsisting

HLURB/ DHSUD SPIRE LICENSE TO SELL 029323 Valid and Subsisting


ECC-NCR-0710-
DENR-EMB-NCR ECC 0089 (AMENDED) Valid and Subsisting

159
ISSUING TITLE OF PERMIT/LICENSE
PROJECT NAME STATUS/REMARKS
AGENCY PERMIT/LICENSE NO.
CENTURY LIMITLESS CORPORATION (ACQUA)

ISSUING TITLE OF PERMIT/LICENSE


PROJECT NAME STATUS/REMARKS
AGENCY PERMIT/LICENSE NO.

HLURB/ DHSUD NIAGARA LICENSE TO SELL 25631 Valid and Subsisting


Valid and Subsisting
HLURB/ DHSUD SUTHERLAND LICENSE TO SELL 26132
Valid and Subsisting
HLURB/ DHSUD DETTIFOSS LICENSE TO SELL 26229
Valid and Subsisting
HLURB/ DHSUD LIVINGSTONE LICENSE TO SELL 26972
Valid and Subsisting
HLURB/ DHSUD IGUAZU LICENSE TO SELL 28552
ACQUA BUILDING 6
HLURB/ DHSUD (NOVOTEL) LICENSE TO SELL 030967 Valid and Subsisting
ECC-NCR-1009-
DENR-EMB-NCR ECC 0324 (AMENDED) Valid and Subsisting
CENTURY LIMITLESS CORPORATION (AZURE SOUTH)

HLURB/ DHSUD RIO LICENSE TO SELL 24077 Valid and Subsisting

HLURB/ DHSUD SANTORINI LICENSE TO SELL 23646 Valid and Subsisting

HLURB/ DHSUD ST. TROPEZ LICENSE TO SELL 25655 Valid and Subsisting
HLURB/ DHSUD
POSITANO LICENSE TO SELL 26378 Valid and Subsisting
HLURB/ DHSUD
MIAMI LICENSE TO SELL 26379 Valid and Subsisting
HLURB/ DHSUD
MAUI LICENSE TO SELL 26395 Valid and Subsisting
HLURB/ DHSUD
MALDIVES LICENSE TO SELL 26396 Valid and Subsisting
HLURB/ DHSUD
BAHAMAS LICENSE TO SELL 28491 Valid and Subsisting
HLURB/ DHSUD
BORACAY LICENSE TO SELL 27016 Valid and Subsisting

ECC-NCR-0910- Valid and Subsisting


DENR-EMB-NCR ECC 0035
CENTURY LIMITLESS CORPORATION (AZURE NORTH)

Provisional
HLURB/ DHSUD MONACO LICENSE TO SELL 2020-12-147 Valid and Subsisting
Provisional
HLURB/ DHSUD BALI LICENSE TO SELL 2020-12-148 Valid and Subsisting

HLURB/ DHSUD BARBADOS LICENSE TO SELL 030665 Valid and Subsisting


DENR-EMB-
REGIONAL ECC-REF. CODE Valid and Subsisting
OFFICE NO. III ECC NO. R03-1403-0128
CENTURY LIMITLESS CORPORATION (COMMONWEALTH)

HLURB/ DHSUD
OSMEÑA WEST LICENSE TO SELL 28528 Valid and Subsisting
HLURB/ DHSUD
QUEZON NORTH LICENSE TO SELL 032499 Valid and Subsisting
HLURB/ DHSUD
ROXAS EAST LICENSE TO SELL 28613 Valid and Subsisting
HLURB/ DHSUD
OSMEÑA EAST LICENSE TO SELL 032500 Valid and Subsisting
HLURB/ DHSUD

160
ISSUING TITLE OF PERMIT/LICENSE
PROJECT NAME STATUS/REMARKS
AGENCY PERMIT/LICENSE NO.
QUIRINO WEST LICENSE TO SELL 033301 Valid and Subsisting
HLURB/ DHSUD
ROXAS WEST LICENSE TO SELL 032498 Valid and Subsisting
HLURB/ DHSUD
QUIRINO EAST LICENSE TO SELL 032497 Valid and Subsisting
HLURB/ DHSUD
QUEZON SOUTH LICENSE TO SELL 033302 Valid and Subsisting
DENR-EMB-NCR
ECC
ECC-NCR-1204-
Valid and Subsisting
0132
CENTURY COMMUNITIES CORPORATION (NOVA)

DENR-EMB-NCR ECC ECC-NCR-1507-


Valid and Subsisting
0280

RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and
operating decisions. Parties are also considered to be related if they are subject to common
control or common significant influence which include affiliates.

The Company, in its regular conduct of business, enters into transactions with related parties
principally consisting of advances and reimbursement of expenses, development,
management, marketing, leasing, and administrative service agreements and purchases,
which are made based on terms agreed upon by the parties.

The table below sets out principal ongoing transactions of the Company with related parties.

Due from Related Parties


Amount of Amount of
30 September 2023 31 December 2022 Terms and
transactions transactions
(Unaudited) (Audited) Conditions
(30 September 2023) (30 September 2022)
Ultimate Parent P
= 307,477,574 P
= 270,437,913 P
= 37,039,661 P
= 37,450,000 Noninterest
Officers and stockholders 218,929,753 223,177,152 (4,247,399) 34,413,430 bearing, due
Under common control and
CISI 543,898,695 450,659,309 93,239,386 361,009,661 demandable,
Century Group International Corp. settlement
(CGIC) 77,093 77,093 – 51,068 occurred
Century Retail IT, Inc. (CRIT) 10,821 10,821 – (13,372) generally on
Entity managed by a related cash,
party unsecured, no
CAC 30,847,016 30,960,415 (113,399) – impairment
Centuria Pharma − − − (113,401)
P
= 1,101,240,952 P
= 975,322,703 P
= 125,918,249 P
= 432,797,386

Due to Related Parties


Amount of Amount of
30 September 2023 31 December 2022 Terms and
transactions transactions
(Unaudited) (Audited) Conditions
(30 September 2023) (30 September 2022)
Ultimate Parent P
= 234,795,327 P
= 237,284,750 (P
= 2,489,423) (P
= 3,009,285) Noninterest
CGIC 456,360 456,360 – bearing, due and
demandable,
settlement
occurred generally
on cash,
Officers and unsecured, no
stockholders 154,676,104 120,319,516 34,356,588 21,314,438 impairment
P
= 389,927,791 P
= 358,060,626 P
= 31,867,165 P
= 18,305,153

Significant transactions of the Group with related parties are described below:

161
Due from related parties pertains to advances provided by the Group to the stockholders and
other affiliates.

Due to related parties pertains to advances received by the Group for its working capital.

Management agreement

The Group contracted CISI to manage all of its sales and marketing activities. CISI is a wholly-
owned subsidiary of CPI.

162
MATERIAL AGREEMENTS
The Company and its Subsidiaries, in the ordinary course of its trade and business, have
executed material agreements for land acquisition, service agreements and licensing
agreements with global brands it has partnered with, and insurance contracts.

Likewise, the Company and its Subsidiaries execute standard contracts to sell for the sale of
its condominium units, which is the repository of the provisions that govern the relationship
and the rights and obligations of the parties until the execution of the deed of absolute sale. A
standard deed of absolute sale for the sale of the condominium units is executed upon full
payment of all installments due for the purchase of the unit.

In addition to the agreements related to its ordinary course of business, the Company and its
Subsidiary have signed the following material agreement as of the date of this Preliminary
Prospectus:.

Parties to
Material Date of Term of the
the Description
Contract Execution Contract
Contract
Deed of 24 Mitsubishi Acquisition of the 40% The Purchase Price
Absolute November Corporation shareholdings or One Billion for the shares of
Sale 2023 Sixty Million (1,060,000,000) One Billion Four
Century common shares with a par Hundred Thirty
Properties value of One Peso (₱1.00) per Eight Million Pesos
Group, Inc. share and Two Hundred Sixty- (PhP
Five Thousand (265,000) 1,438,000,000.00)
Preferred B shares with a par was paid on closing
value of One Thousand Pesos date.
(₱1,000.00) per share of
Mitsubishi Corporation in
PPHI

Deed of 24 MCCavite Acquisition of the 40% The Purchase Price


Absolute November Holdings shareholdings or One for the Tanza I
Sale 2023 Inc. Hundred Seventy Five shares of One
Thousand Six Hundred Hundred Twelve
Century Twenty (175,620) common Million Eight
Limitless shares with a par value of One Hundred Thousand
Corporation Hundred Peso (₱100.00) per Pesos (PhP
share and Four Hundred Nine 112,800,000.00)
Thousand Seven Hundred was paid on closing
Eighty (409,780) Preferred date.
shares with a par value of One
Hundred Pesos (₱100.00) per
share of MCCavite Holdings
Inc. in Tanza Properties I Inc.

Acquisition of the 40% The Purchase Price


shareholdings or One for the Tanza II
Hundred Forty Thousand shares of Twenty
(140,000) common shares Seven Million Four
with a par value of One Hundred Thousand
Hundred Peso (₱100.00) per Pesos (PhP

163
share of MCCavite Holdings 27,400,000.00)
Inc. in Tanza Properties II Inc. was paid on closing
date.

Acquisition of the 40% The Purchase Price


shareholdings or One Twenty for the Tanza III
Thousand (140,000) common shares of Eight
shares with a par value of One Hundred Thousand
Hundred Peso (₱100.00) per Pesos (PhP
share of MCCavite Holdings 800,000.00) was
Inc. in Tanza Properties III Inc. paid on closing
date.

164
DESCRIPTION OF PROPERTIES
The following is a list of properties owned by the Company and its Subsidiaries as of 30
September 2023. The list excludes condominium titles under the development projects which
have been completed although titles are still under the Subsidiaries’ names as payments
thereof have not yet been completed by the buyers. The list likewise excludes properties which
are covered by joint venture agreements and properties still subject to contracts to sell, the
titles of which have not been transferred in the name of the Company or Subsidiary upon full
payment of the contract price. In pursuit of its trade and business, the Company and its
Subsidiaries have entered into various mortgage agreements covering its properties in favor
of financial institutions for the purposes of securing development loans. The Company intends
to acquire properties within twelve (12) months and the same will be disclosed to the SEC
once finalized.

DESCRIPTION
CENTURY CITY OWNER’S NAME TCT NOS. ADDRESS
AND USE
KNIGHTSBRIDGE CENTURY CITY TCT NO. Valdez St., corner Spring Residential/
DEVELOPMENT CORP. 006- St., Makati City Commercial
2013000519
CENTURIA CENTURIA MEDICAL TCT NO. Valdez St., Makati City Retail/Office
DEVELOPMENT CORP. 224340
MILANO MILANO TCT NO. Spring St., Makati City Residential/
DEVELOPMENT CORP. 006- Commercial
2015000268
TRUMP CENTURY CITY TCT NO. Salamanca St., Makati City Residential
DEVELOPMENT CORP. 006-
2011000941
DIAMOND (FORBES) CENTURY CITY TCT NO. B. Valdez St., Makati City Commercial
DEVELOPMENT II 224334
CORP.
SPIRE CENTURY CITY TCT NO. Gen. Luna St., Makati City Residential/ Office
DEVELOPMENT CORP. 006-
2014000691
CENTURY CITY MALL CENTURY CITY TCT NO. Kalayaan Ave., Makati City Commercial/ Retail
DEVELOPMENT CORP. 006-
2011000940

DESCRIPTION
CLC – ACQUA OWNER’S NAME TCT NOS. ADDRESS
AND USE
NIAGARA CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Residential
CORPORATION 008-
2011000713
SUTHERLAND CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Residential
CORPORATION 008-
2011000714
DETTIFOSS CENTURY LIMITLESS TCTC NO. Brgy. Hulo, Mandaluyong Residential
CORPORATION 008-
2011001016
LIVINGSTONE CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Residential
CORPORATION 008-
2011001017
IGUAZU CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Residential
CORPORATION 008-
2011001018
ACQUA BUILDING 6 CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Hotel / Residential
CORPORATION 008-
2011000715
PEBBLE CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Retail
CORPORATION 008-
2011000276

DESCRIPTION
CLC – AZURE OWNER’S NAME TCT NOS. ADDRESS
AND USE
RIO CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2014000588 Way, Marcelo, Parañaque
City

165
SANTORINI CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2014000587 Way, Marcelo, Parañaque
City
ST. TROPEZ CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2014000587 Way, Marcelo, Parañaque
City
MIAMI CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2015002913 Way, Marcelo, Parañaque
City
MAUI CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2015002914 Way, Marcelo, Parañaque
City
MALDIVES CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2015003761 Way, Marcelo, Parañaque
City
BAHAMAS CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2019003137 Way, Marcelo, Parañaque
City
BORACAY CENTURY LIMITLESS TCT NO. Km. 16, West Service Residential
CORPORATION 010- Road, South Super High
2015003760 Way, Marcelo, Parañaque
City

DESCRIPTION
CLC – AZURE NORTH OWNER’S NAME TCT NOS. ADDRESS
AND USE
MONACO CENTURY LIMITLESS TCT NO. Brgy. San Jose, San Retail/ Residential
CORPORATION 042- Fernando City, Pampanga
2018009772
BALI CENTURY LIMITLESS TCT NO. Brgy. San Jose, San Retail/ Residential
CORPORATION 042- Fernando City, Pampanga
2018009773
BARBADOS CENTURY LIMITLESS TCT NO. Brgy. San Jose, San Residential
CORPORATION 042- Fernando City, Pampanga
2019002870

DESCRIPTION
CLC – ACQUA OWNER’S NAME TCT NOS. ADDRESS
AND USE
OSMEÑA WEST CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CORPORATION 004- Matandang Balara, Quezon
2015009483 City
QUEZON NORTH CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CORPORATION 004- Matandang Balara, Quezon
2017010840 City
ROXAS EAST CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CORPORATION 004- Matandang Balara, Quezon
2017010837 City
OSMEÑA EAST CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CORPORATION 004- Matandang Balara, Quezon
2017010835 City
QUIRINO WEST CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CORPORATION 004- Matandang Balara, Quezon
2017010841 City
ROXAS WEST CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CORPORATION 004- Matandang Balara, Quezon
2017010836 City
QUIRINO EAST CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CIORPORATION 004- Matandang Balara, Quezon
2017010839 City
QUEZON SOUTH CENTURY LIMITLESS TCT NO. Don Antonio Avenue, Residential
CORPORATION 004- Matandang Balara, Quezon
2017010838 City

CNDC – ACQUA
DESCRIPTION
EXPANSION OWNER’S NAME TCT NOS. ADDRESS
AND USE
TOWNVILLAS

166
ACQUA EXPANSION CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Residential Land
TOWNVILLAS CORPORATION 008- (JVA between CLC
2022000609 and Century PHirst)
ACQUA EXPANSION CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Residential Land
TOWNVILLAS CORPORATION 008-
2022000613
ACQUA EXPANSION CENTURY LIMITLESS TCT NO. Brgy. Hulo, Mandaluyong Residential Land
TOWNVILLAS CORPORATION 008-
2022000617

CCC-MWSS DESCRIPTION
OWNER’S NAME TCT NOS. ADDRESS
(Novaliches Property) AND USE
CENTURY TCT NO. Quirino Hi-Way, Greater Land
COMMUNITIES 004- Lagro, Novaliches, Quezon
CORPORATION 2014010377 City
CENTURY TCT NO. Quirino Hi-Way, Greater Land
COMMUNITIES 008- Lagro, Novaliches, Quezon
CORPORATION 2018009232 City
CENTURY TCT NO. Quirino Hi-Way, Greater Land
COMMUNITIES 008- Lagro, Novaliches, Quezon
CORPORATION 2018009491 City

The Company and its Subsidiaries do not lease any land for development. The Company and
its Subsidiaries lease office spaces at Pacific Star Building and Century Diamond Tower, both
of which are located in Makati City. Details of the leased offices spaces are as follows:

Annual Rent
Number of Floors Location Area Term
(₱ in Millions)
2 Floors Pacific Star 2,537.1 30.1 3 years
Building Makati
2 Floors Century Diamond 4,075.1 37.7 5 years
Tower Makati

The cost value of office, computers, furniture and fixture, transportation, and other equipment
is ₱2,876.98 Million, with a net book value of ₱2,439.13 Million as of 30 September 2023. The
cost value of construction equipment is ₱292.02 Million, with a net book value of ₱40.52 Million
as of 30 September 2023. The total cost value of equipment owned by the Company and its
Subsidiaries is ₱3,169.00 Million, with a net book value of ₱2,479.65 Million as of
30 September 2023.

The following is a schedule of equipment owned by the Company and its Subsidiaries as of 30
September 2023.

Company Construction Equipment Office & Other Equipment Consolidated


Net Book Net Book Net Book
(in Million Pesos) Cost Cost Cost
Value Value Value
Century City Development
₱127.44 ₱0.00 ₱119.58 ₱18.37 ₱247.02 ₱18.37
Corporation
Century Limitless Corporation 107.05 0.00 1,748.34 1,680.33 1,855.39 1,680.33
Milano Development Corporation 11.72 0.00 0.18 0.00 11.91 0.00
Centuria Medical Development
5.06 0.00 4.73 0.09 9.78 0.09
Corporation
Century Communities Corp 0.22 0.00 12.02 0.00 12.24 0.00
Century Properties Management Inc. 0.00 0.00 19.11 4.60 19.11 4.60
Century Properties Group Inc. 0.00 0.00 39.26 0.70 39.26 0.70
Century Acqua Lifestyle, Inc 0.00 0.00 664.15 654.31 664.15 654.31
Siglo Suites, Inc. 0.00 0.00 22.27 1.56 22.27 1.56
Tanza Properties, Inc. 0.00 0.00 28.28 0.16 28.28 0.16
PHirst Park Homes, Inc. 0.00 0.00 214.50 74.91 214.50 74.91
PHirst Park Homes Development
40.52 40.52 2.89 2.69 43.41 43.22
Corp
Century Prima Corporation 0.00 0.00 1.67 1.41 1.67 1.41
Total ₱292.01 ₱40.52 ₱2,876.98 ₱2,439.13 ₱3,168.99 ₱2,479.66

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As part of CPGI’s business strategy, CPGI intends to launch efforts in identified strong and
low risk areas, while ensuring sustained competitive presence and delivery of client
commitments in its existing developments.

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REGULATORY AND ENVIRONMENTAL MATTERS

LAW ON HOUSING AND LAND PROJECTS

Presidential Decree No. 957: The Subdivision and Condominium Buyer’s Protective Decree

Presidential Decree No. 957 is the principal statute which regulates the development and sale
of real property as part of a condominium project. It was enacted pursuant to the policy of the
state to ensure that real estate subdivision owners, developers, operators, and/or sellers
provide and properly maintain roads, drainage, sewerage, water systems, lightning systems
and other similar basic requirements in order to guarantee the health and safety of home and
lot buyers.

B.P. 220: An Act Authorizing the Ministry of Human Settlements to Establish and Promulgate
Different Levels of Standards and Technical Requirements for Economic and Socialized
Housing Projects in Urban and Rural Areas from those Provided under Presidential Decrees
Numbered Nine Hundred Fifty-Seven, Twelve Hundred Sixteen, Ten Hundred Ninety-Six, and
Eleven Hundred Eighty-Five

B.P. 220 and its Implementing Rules and Regulations (“Act-IRR”) apply to the development
of economic and socialized housing projects in urban and rural areas. Likewise, they apply to
the development of either a house and lot or a house or lot only.

Executive Order No. 71, Series of 1993

Under Executive Order No. 71, Series of 1993, cities and municipalities assume the powers
of the HLURB, now DHSUD, over the following:

a) approval of preliminary as well as final subdivision schemes and development


plans of all subdivisions, residential, commercial, industrial, and for other
purposes;
b) approval of preliminary as well as final subdivision schemes and development
plans of all economic and socialized housing projects;
c) evaluation and resolution of opposition against issuance of development
permits for any of said projects; and
d) monitoring the nature and progress of its approved land development projects
to ensure their faithfulness to the approved plans and specifications.

Republic Act No. 7279: Urban Development and Housing Act of 1992

Republic Act No. 7279, as amended recently by Republic Act No. 10884, or the Urban
Development and Housing Act of 1992, requires developers of proposed subdivision projects
to develop an area for socialized housing equivalent to at least fifteen percent (15%) of the
total subdivision area or total subdivision project cost, and at least five percent (5%) of
condominium area or project cost, at the option of the developer, within the same city or
municipality whenever feasible, and in accordance with the standards set by HLURB, now
DHSUD, and other existing laws. Alternatively, the developer may opt to buy socialized
housing bonds issued by various accredited government agencies or enter into joint venture
arrangements with other developers engaged in socialized housing development.

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Republic Act No. 9646: Real Estate Service Act

Real estate dealers, brokers and salesmen are also required to register with HLURB, now
DHSUD, before they can sell lots or units in a registered subdivision or condominium project.
Furthermore, no person shall practice or offer to practice real estate service in the Philippines
unless he/she has satisfactorily passed the licensure examination given by the Professional
Regulatory Board of Real Estate Service.

Republic Act No. 4726: The Condominium Act

Republic Act No. 4726 likewise regulates the development and sale of condominium projects.

R.A No. 4726 requires the annotation of the master deed or the declaration of restrictions on
the title of the land on which the condominium project shall be located. The master deed
contains, among other things, the description of the land, building/s, common areas and
facilities of the condominium project. The declaration of restrictions shall constitute a lien upon
each condominium unit in the project, and shall insure to and bind all condominium owners in
the project. Such liens, unless otherwise provided, may be enforced by any condominium
owner in the project or by the management body of such project.

Republic Act No. 11201: Department of Human Settlements and Urban Development Act

Republic Act No. 11201, otherwise known as “Department of Human Settlements and Urban
Development Act was signed by the President on 14 February 2019. The Implementing Riled
and Regulations of the Act was approved on 19 July 2019. This Act created DHSUD through
the consolidation of HUDCC and HLURB, simultaneously with the reconstitution of HLURB
into Human Settlement Adjudication Commission (“HSAC”). The functions of the HUDCC and
the planning and regulatory functions of HLURB shall be transferred to and consolidated in
the DHSUD, while the HSAC shall assume and continue to perform the adjudication functions
of HL URB.

The DHSUD shall:

1. Act as the primary national government entity responsible for the management of
housing, human settlement and urban development;

2. Be the sole and main planning and policy-making, regulatory, program, coordination,
and performance monitoring entity for all housing, human settlement and urban
development concerns, primarily focusing on the access to an affordability of basic
human needs. The following functions of HLURB are transferred to DHSUD:

a. The land use planning and monitoring function, including the imposition of
penalties for noncompliance to ensure that LGUs will follow the planning
guidelines and implement their CLUPs and ZOs;
b. The regulatory function, including the formulation, promulgation, and
enforcement of rules, standards and guidelines over subdivisions,
condominiums and similar real estate developments, and imposition of fines
and other administrative sanctions for violations, pursuant to PD 957, as
amended, BP 220 and other related laws; and
c. The registration, regulation and supervision of Homeowners Associations,
including the imposition of fines for violations, pursuant to RA 9904, Section 26
of RA 8763 in relation to Executive Order No. (EO) 535, series of 1979, and
other related laws; and

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3. Develop and adopt a national strategy to immediately address the provision of
adequate and affordable housing to all Filipinos, and ensure the alignment of the
policies, programs, and projects of all its attached agencies to facilitate the
achievement of this objective.

All existing policies, and rules and regulations of the HUDCC and the HLURB shall continue
to remain in full force and effect unless subsequently revoked, modified or amended by the
DHSUD or the HSAC, as the case may be.

All applications for permits, licenses and other issuances pending upon the effectivity of the
Act and filed during the transition period shall continue to be acted upon by the incumbents
until transition shall have been completed.

All cases and appeals pending with the HLURB shall continue to be acted upon by the HLURB
Arbiters and the Board of Commissioners, respectively, until transition shall have been
completed and the Commission's operations are in place. Thereafter, the Regional
Adjudicators and the Commission shall correspondingly assume jurisdiction over those cases
and appeals. All decisions of the Commission shall thenceforth be appealable to the Court of
Appeals under Rule 43 of the Rules of Court.

The transition period shall commence upon the effectivity of the Implementing Rules and
Regulations and shall end on 31 December 2019. Thereafter, the Act shall be in full force and
effect.

Republic Act No. 9160: Anti-Money Laundering Act, as amended

On 29 January 2021, Republic Act No. 11521 was enacted, amending certain provisions of
Republic Act No. 9160, otherwise known as the Anti-Money Laundering Act of 2001 (“AMLA”).
The necessary changes were likewise incorporated in the 2018 Implementing Rules and
Regulations through the Anti-Money Laundering Council’s (“AMLC”) Regulatory Issuance A,
B, and C No. 1 Series of 2021 which took effect on 31 January 2021. In particular, RA 11521
revised the list of “Covered Persons” under the AMLA to include real estate brokers and
developers. As such, real estate brokers and developers are now required to submit a covered
transaction report involving any single cash transaction exceeding ₱7,500,000 or its
equivalent in any other currency.

Further, RA 11521 provides the following suspicious transactions with Covered Persons,
regardless of the amounts involved, where any of the following circumstances exist:

1. There is no underlying legal or trade obligation, purpose or economic justification;


2. The client is not properly identified;
3. The amount involved is not commensurate with the business or financial capacity of
the client;
4. Taking into account all known circumstances, it may be perceived that the client’s
transaction is structured in order to avoid being the subject of reporting requirements
under the Act;
5. Any circumstance relating to the transaction which is observed to deviate from the
profile of the client and/or the client’s past transactions with the covered person;
6. The transaction is in any way related to an unlawful activity or offense under this Act
that is about to be, is being or has been committed; or
7. Any transaction that is similar or analogous to any of the foregoing.

Under the AMLA, Covered Persons shall report covered transactions and suspicious
transactions to the AMLC, and shall identify and record the true identity of their customers,
whether permanent or occasional, and whether natural or juridical persons, or legal

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arrangements based on official documents. To comply with this, such Covered Persons are
obligated to implement appropriate systems of collecting and recording identification
information and identification documents, and shall implement and maintain a system of
verifying the true identity of their clients, including validating the truthfulness of the information
and confirming the authenticity of the identification documents presented, submitted, and
provided by the customer, using reliable and independent sources, documents, data, or
information. All records of transactions and records of closed accounts are required to be
maintained and stored for five (5) years from the date of a transaction or after their closure,
respectively.

As a real estate developer, the Company is obligated to comply with the provisions of the
AMLA, as amended. Failing to report to the AMLC all covered and suspicious transactions
within the prescribed periods may expose real estate developers to penalties.

SAFETY STANDARDS

Presidential Decree No. 1096 or the National Building Code

Under the Building Code, in order for a person or corporation to erect, construct, alter, repair,
move, convert, or demolish any building or structure, a building permit must first be secured
from the Building Official assigned at the place where the building work is to be done. A
building permit is a written authorization granted by the building official to an applicant allowing
him to proceed with the construction of a building after plans, specifications and other pertinent
documents required for the construction of the structure have been found to be in conformity
with the Building Code.

All buildings or structures as well as accessory facilities thereto shall conform in all respects
to the principles of safe construction under the Building Code. Aside from the building permit
under the Building Code, an applicant in specific instances may be required to secure a Height
Clearance Permit from the Civil Aviation Authority of the Philippines.

Republic Act No. 9514 or the Fire Code of the Philippines

The Fire Code seeks to ensure public safety and promote economic development by
preventing and suppressing all kinds of destructive fires. Compliance with the following
requirements are expected from building owners, administrators, and occupants: inspection
requirements, safety measures for hazardous materials, safety measures for hazardous
operations or processes, provisions on fire safety construction, protective and warning
systems, and abatement of fire hazards. Non-compliance with the said requirements may
result into penalties.

BUSINESS PERMITS

Before any company may commence operations in the territory of an LGU, it must secure the
permits, clearances and licenses from such LGU. Usually, it is assumed that a corporation has
complied with all of the permitting requirements of the LGU if it is issued a business permit
(also referred to as a mayor’s permit in certain jurisdictions). These permits, clearances and
licenses must be renewed on an annual basis.

Without these permits, clearances or licenses, the LGU may shut down the operations of a
business establishment until these are obtained and the corresponding fees and penalties are
settled.

ZONING AND LAND USE

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Republic Act No. 7160: Local Government Code of the Philippines

A city or municipality may, through an ordinance passed by the Sanggunian, after conducting
public hearings for the purpose, authorize the reclassification of agricultural lands and provide
for the manner of their utilization or disposition in the following cases: (i) when the land ceases
to be economically feasible and sound for agriculture or (ii) where the land shall have
substantially greater economic value for residential, commercial or industrial purposes, as
determined by the Sanggunian concerned; provided that such reclassification shall be limited
to the following percentage of total agricultural land area at the time of the passage of the
ordinance:

1. For Highly Urbanized and Independent Component Cities, fifteen percent (15%);
2. For Component Cities and First to Third Class Municipalities, ten percent (10%);
3. For Fourth to Sixth Class Municipalities, five percent (5%).

Land use may be also limited by zoning ordinances enacted by LGUs. Once enacted, land
use may be restricted in accordance with a comprehensive land use plan approved by the
relevant LGU. Lands may be classified under zoning ordinances as commercial, industrial,
residential or agricultural. While a procedure for change of allowed land use is available, this
process may be lengthy and cumbersome.

Republic Act No. 6657: Comprehensive Agrarian Reform Law of 1998

Under the Comprehensive Agrarian Reform Law currently in effect in the Philippines and the
regulations issued thereunder by the DAR, land classified for agricultural purposes as of or
after 15 June 1988, cannot be converted to non-agricultural use without the prior approval of
DAR.

ENVIRONMENTAL LAWS

Environmental Impact Statement System

Development projects that are classified by law as environmentally critical or projects within
statutorily defined environmentally critical areas are required to obtain ECC prior to
commencement. The DENR, through its regional offices or through the Environmental
Management Bureau (“EMB”), determines whether a project is environmentally critical or
located in an environmentally critical area. As a requisite for the Issuance of an ECC, an
environmentally critical project is required to submit an Environmental Impact Statement
(“EIS”) to the EMB while a project in an environmentally critical area are generally required to
submit an Initial Environmental Examination to the proper DENR regional office. In case of an
environmentally critical project within an environmentally critical area, an EIS is required. The
construction of major roads and bridges are considered environmentally critical projects for
which EISs and ECCs are mandated.

The EIS refers to both the document and the study of a project’s environmental impact,
including a discussion of the scoping agreement identifying critical issues and concerns as
validated by the EMB, environmental risk assessment if determined necessary by EMB during
the scoping, environmental management program, direct and indirect consequences to human
welfare and ecological as well as environmental integrity. The IEE refers to the document and
the study describing the environmental impact, including mitigation and enhancement
measures, for projects in environmentally critical areas.

While the EIS or an IEE may vary from project to project, as a minimum, it contains all relevant
information regarding the projects’ environmental effects. The entire process of organization,

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administration and assessment of the effects of any project on the quality of the physical,
biological and socio-economic environment as well as the design of appropriate preventive,
mitigating and enhancement measures is known as the EIS System. The EIS System
successfully culminates in the issuance of an ECC. The ECC is a Government certification,
which provides that based on the representations of the proponent, the proposed project or
undertaking will not cause a significant negative environmental impact; that the proponent has
complied with all the requirements of the EIS System and that the proponent is committed to
implement its approved Environmental Management Plan in the EIS or, if an IEE was required,
that it shall comply with the mitigation measures provided therein before or during the
operations of the project and in some cases, during the project’s abandonment phase. The
ECC also provides for other terms and conditions, any violation of which would result in a fine
or the cancellation of the ECC.

Project proponents that prepare an EIS are required to establish an Environmental Guarantee
Fund (“EGF”) when the ECC is issued to projects determined by the DENR to pose a
significant public risk to life, health, property and the environment. The EGF is intended to
answer for damages caused by such a project as well as any rehabilitation and restoration
measures. Project proponents that prepare an EIS are mandated to include a commitment to
establish an Environmental Monitoring Fund (“EMF”) when an ECC is eventually issued. The
EMF shall be used to support the activities of a multi-partite monitoring team which will be
organized to monitor compliance with the ECC and applicable laws, rules and regulations.

While a development project may not fall under the categories wherein an ECC is required, it
is still required to obtain a Certificate of Non-Coverage from the EMB or the DENR Regional
Office. The applicant must submit a Project Description to the EMB, which will then evaluate
whether or not an ECC is required for the project. If an ECC is not required, then the EMB will
issue a CNC to be submitted to HLURB, now DHSUD.

Aside from the EIS and IEE, engineering, geological and geo-hazard assessments are also
required for ECC applications covering subdivisions, housing and other land development and
infrastructure projects.

Presidential Decree No. 1067 or The Water Code of the Philippines

The Water Code requires a water permit for the utilization, exploitation, and appropriation of
natural bodies of water, except in certain instances provided under the Water Code. Examples
of the use of water include domestic, municipal, irrigation, power generation, fisheries,
livestock raising, industrial, and recreational. Appropriation of water without obtaining the
necessary water permit when applicable will expose such entity to penalties.

Republic Act No. 9275 or The Philippine Clean Water Act of 2004

The Clean Water Act aims to protects the country’s water bodies from pollution from land-
based sources (i.e., industries and commercial establishments, agriculture, and community or
household activities). It provides for a comprehensive and integrated strategy to prevent and
minimize pollution through a multi-sectoral and participatory approach involving all the
stakeholders.

It requires owners or operators of facilities that discharge regulated effluents (i.e., wastewater
from commercial facilities) to secure a permit to discharge from the DENR. Such discharge
permit shall specify the quantity and quality of effluent that said facilities are allowed to
discharge into a particular water body, with compliance schedule and monitoring requirement.

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Republic Act No. 8749 or The Philippine Clean Air Act of 1999

The Clean Air Act aims to create a holistic national program of air pollution management and
encourage cooperation and self-regulation among citizens and industries through the
application of market-based instruments. It sets air quality standards and emission limits for
different industries and sources of air pollution. It also provides for the maximum permissible
limits for all major pollutants. Non-compliance exposes the violator to fines and penalties.

Republic Act No. 9003 or The Ecological Solid Waste Management Act of 2000

The Ecological Solid Waste Management Act aims to ensure the protection of the public health
and environment by adopting a systematic, comprehensive, and ecological solid waste
management program using environmentally-sound methods that maximize the utilization of
valuable resources and encourage resource conservation and recovery. It also provides
guidelines for avoidance and reduction of solid waste through various measures. Violations
therewith may result in fines and penalties.’

PROPERTY REGISTRATION AND NATIONALITY RESTRICTIONS

Presidential Decree No. 1529 (“P.D. 1529”): Property Registration Decree

The Philippines has adopted a system of land registration which conclusively confirms land
ownership which is binding on all persons, including the Government. Once registered, title to
registered land can no longer be challenged except with respect to claims noted on the
certificate of title. Title to registered lands cannot be lost through adverse possession or
prescription. P.D. 1529, as amended, codified the laws relative to land registration and is
based on the generally accepted principles underlying the Torrens System.

NATIONALITY RESTRICTIONS

The Philippine Constitution limits ownership of land in the Philippines to Filipino citizens or to
corporations the outstanding capital stock of which is at least sixty percent (60%) owned by
Philippine Nationals. While the Philippine Constitution prescribes nationality restrictions on
land ownership, there is generally no prohibition against foreigners owning building and other
permanent structures. However, with respect to condominium developments, the foreign
ownership of units in such developments is limited to forty percent (40%).

Republic Act No. 7042, as amended, otherwise known as the Foreign Investments Act of 1991,
and the Eleventh Regular Foreign Investment Negative List, provide that certain activities are
nationalized or partly- nationalized, such that the operation and/or ownership thereof are
wholly or partially reserved for Filipinos. Under these regulations, and in accordance with the
Philippine Constitution, ownership of private lands is partly nationalized and thus, landholding
companies may only have a maximum of forty percent (40%) foreign equity.

REAL PROPERTY TAXATION

Republic Act No. 7160: Local Government Code of the Philippines

Real property taxes are payable annually based on the property’s assessed value. The
assessed value of property and improvements vary depending on the location, use and the
nature of the property. Land is ordinarily assessed at twenty percent (20%) to fifty percent
(50%) of its fair market value; buildings may be assessed at up to 80% of their fair market
value; and machinery may be assessed at forty percent (40%) to eighty percent (80%) of its
fair market value. Real property taxes may not exceed two percent (2%) of the assessed value
in municipalities and cities within Metro Manila or in other chartered cities and 1% in all other

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areas. An additional special education fund tax of one percent (1%) of the assessed value of
the property is also levied annually.

REAL ESTATE SALES ON INSTALLMENTS

Republic Act No. 6552: Realty Installment Buyer Act

The Realty Installment Buyer Act, more popularly known as the “Maceda Law”, applies to all
transactions or contracts involving the sale or financing of real estate on installment payments
(including residential condominium units, but excluding industrial lots, commercial buildings
and sales under the agrarian reform laws).

Under the Maceda Law, where a buyer of real estate has paid at least two (2) years of
installments, the buyer is entitled to the following rights in case he/she defaults in the payment
of succeeding installments: (a) To pay, without additional interest, the unpaid installments due
within the total grace period earned by him, which is fixed at the rate of one month for every
one year of installment payments made. However, the buyer may exercise this right only once
every five years during the term of the contract and its extensions, if any (b) if the contract is
cancelled, the seller shall refund to the buyer the cash surrender value of the payments on the
property equivalent to fifty percent (50%) of the total payments made, and in cases where five
years of installments have been paid, an additional five percent (5%) every year (but with a
total not to exceed ninety percent (90%) of the total payments), or (c) buyers who have paid
less than two years of installments are given a sixty (60)-day grace period to pay all unpaid
installments before the sale can be cancelled, but without right of refund. If a buyer fails to pay
the installments due at the expiration of the grace period, the seller may cancel the contract
after thirty (30) days from receipt by the buyer of the notice of cancellation or the demand for
rescission of the contract by a notarial act from the seller.

CONSTRUCTION LICENSE

A regular contractor’s license is required to be obtained from the Philippine Contractors


Accreditation Board (“PCAB”). In applying for and granting such license, PCAB takes into
consideration the applicant-contractor’s qualifications and compliance with certain minimum
requirements in the following criteria: (i) financial capacity, (ii) equipment capacity, (iii)
experience of the firm, and (iv) experience of technical personnel. Philippine laws also require
a contractor to secure construction permits and environmental clearances from appropriate
government agencies prior to actually undertaking each project.

In the case of Philippine Contractors Accreditation Board v. Manila Water Co., Inc. (G.R. No.
217590, 10 March 2020) the Supreme Court held that foreigners can obtain regular licenses
from the PCAB. It ruled that the construction industry is not one which the Constitution has
reserved exclusively for Filipinos. There is also no prohibition under current laws for foreigners
to enter into the same projects as Filipinos in the field of construction. “Private domestic
construction contracts” has also been removed from the Foreign Investments Negative List
since 1998. Thus, the provision, requiring foreigners to obtain a special license has been
declared null and void, along with the provision limiting the regular license to construction firms
at least 60% of which is owned by Filipinos. In light of this ruling, foreigners can now obtain
regular licenses from the PCAB.

BOARD OF INVESTMENTS

The Board of Investments (“BOI”), an agency attached to the Department of Trade and
Industry, was created under the Omnibus Investment Code of 1987 (Executive Order No. 226,
as amended). The BOI is responsible for promoting and assisting local and foreign investors
to venture in desirable areas of business or economic activities.

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Under the Corporate Recovery and Tax Incentives for Enterprises (CREATE) Law, registered
business enterprises specified in the Strategic Investment Priorities Plan (“SIPP”) enjoy tax
and duty incentives to the extent of their approved registered project or activity under the SIPP.
Generally, these incentives include the grant of income tax holiday (“ITH”), Special Corporate
Income Tax rate (“SCIT”), enhanced deductions, duty exemption on importation of capital
equipment, raw materials, spare parts, or accessories and value-added tax exemption on
importation and value-added tax zero-rating on local purchases.

Depending on both the location and industry priority of the registered project or activity as
determined in the SIPP, the income tax holiday (“ITH”) incentive may be granted for a period
of four (4) years to seven (7) years followed by five percent (5%) SCIT or enhanced deductions
for ten (10) years for export enterprises and for domestic market enterprises under the SIPP
engaged in activities that are classified as “critical”; provided, that in no case shall the
enhanced deductions be granted simultaneously with the SCIT.

The domestic market enterprise under the SIPP engaged in activities that are classified as
“critical” shall refer to those enterprises belonging to industries identified by the National
Economic and Development Authority to be crucial to national development.

For domestic market enterprises under the SIPP not classified as “critical”, ITH for four (4) to
seven (7) years followed by SCIT or enhanced deductions for five (5) years shall be granted;
provided, that only domestic market enterprises, which have an investment capital of not less
than Five Hundred Million Pesos (₱500,000,000.00) shall be eligible for the SCIT.

In addition to the incentives above, projects or activities of registered enterprises located in


areas recovering from an armed conflict or a major disaster, as determined by the Office of
the President, shall be entitled to two (2) additional years of ITH.

Projects or activities registered prior to the effectivity of the CREATE Law or under the
incentive system provided herein that shall, in the duration of their incentives, completely
relocate from the National Capital Region, shall be entitled to three (3) additional years of ITH;
provided, that the additional incentive shall commence at the completion of the relocation of
operations.

The period of availment of the foregoing incentives shall commence from the actual start of
commercial operations with the registered business enterprise availing of the tax incentives
within three (3) years from the date of registration, unless otherwise provided in the SIPP and
its corresponding guidelines.

Further to BOI Memorandum Circular No. 2023-005, qualified housing projects are only
eligible to ITH and duty exemption on capital equipment, raw materials, spare parts, or
accessories. Twenty-five percent (25%) of a project’s construction materials must be sourced
from domestic manufacturers. Additionally, projects that are eligible for five (5) to six (6) years
of ITH are required to submit proof of compliance of three hundred (300) trees or five hundred
(500) trees, respectively, planted within the project location itself and/or within the community
where the project will be located within one (1) year prior to availing the ITH.

Based on the latest BOI guidelines, economic and low-cost housing projects must meet the
following criteria to qualify for registration: (a) the selling price of each housing unit shall not
exceed Three Million Pesos (₱3,000,000.00) and shall not fall below the price ceiling of
socialized housing based on the prevailing price ceiling issued by the DSHUD (i.e. Two Million
Five Hundred Thousand Pesos (₱2,500,000.00)); (b) the project must be located outside NCR;
(c) the project must have a minimum of one hundred (100) livable dwelling units in a single
site or building; (d) the project must be new or expanding economic/low-cost housing project;

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I for residential condominium projects, at least fifty one percent (51%) of the total gross floor
area must be devoted to housing units.

Economic housing projects with selling price not exceeding Two Million Five Hundred
Thousand Pesos (₱2,500,000.00) are required to comply with socialized housing requirement
by building socialized housing units in an area equivalent to at least fifteen percent (15%) of
the total registered project area or total BOI-registered project cost for subdivision housing
and fifteen percent (15%) of the total floor area of qualified saleable housing units for
residential condominium projects.

Further, low-cost housing projects with selling price exceeding Two Million Five Hundred
Thousand Pesos (₱2,500,000.00) but not exceeding Three Million Pesos (₱3,000,000.00)
must build socialized housing units in an area equivalent to at least twenty percent (20%) of
the total registered project area or total BOI-registered project cost for subdivision housing
and twenty percent (20%) of the total floor area of qualified saleable housing units for
residential condominium projects.

SPECIAL ECONOMIC ZONE

The PEZA is the government agency that operates, administers and manages designated
special economic zones. An Ecozone is a comprehensive land use plan generally created by
proclamation of the President of the Philippines. These are areas earmarked by the
Government for development into balanced agricultural, industrial, commercial, and
tourist/recreational regions.

An Ecozone may contain any or all of the following: industrial estates, export processing
zones, free trade zones, and tourist/recreational centers. PEZA-registered enterprises located
in an Ecozone are entitled to fiscal and non-fiscal incentives such as income tax holidays and
duty-free importation of equipment, machinery and raw materials.

Enterprises offering IT services (such as call centers and other Business Process Outsourcing
firms using electronic commerce) are entitled to fiscal and non-fiscal incentives if they are
PEZA-registered locators in a PEZA-registered IT Park, IT Building, or Ecozone. An IT Park
is an area which has been developed into a complex capable of providing infrastructure and
support facilities required by IT enterprises, as well as amenities required by professionals
and workers involved in IT enterprises, or easy access to such amenities. An IT Building is an
edifice, a portion or the whole of which, provides such infrastructure, facilities and amenities.

PEZA requirements for the registration of an IT Park or IT Building differ depending on whether
it is located in or outside of Metro Manila. These PEZA requirements include clearances or
certifications issued by the city or municipal legislative council, the DAR, the National Water
Resources Board and the DENR.

Certain properties of the Company are proclaimed Ecozones. Tenants in those properties may
register with PEZA to avail of significant benefits under RA 7916 and its Implementing Rules
and Regulations. They can, for example, take advantage of income tax incentives such as
income tax holidays or five percent (5%) gross income taxation, thereby making tenancy in
our buildings located in Ecozones potentially more attractive.

Pursuant to the CREATE Law, for corporations / enterprises currently registered with
investment promotion agencies have been given the following sunset provisions:

a) Those enjoying the ITH are allowed to continue the available incentive for the
remaining period of the ITH as specified in the terms of their registration;

178
b) Those granted ITH but have not yet availed of the incentive may use the ITH for
the period as specified in the terms of their registration;
c) Those granted ITH and are entitled to the five percent (5%) tax on gross income
earned may be allowed to avail of the five percent (5%) tax provided the five
percent (5%) tax shall be allowed for only ten (10) years; and
d) Those availing of the five percent (5%) tax on gross income earned shall be allowed
to continue to avail of the incentive for ten (10) years.

COMPETITION

Republic Act No. 10667: The Philippine Competition Act

R.A. No. 10667 or The Philippine Competition Act (“PCA”) with its implementing rules and
regulations (“IRR”), is the primary competition policy of the Philippines. It aims to enhance
economic efficiency and promote free and fair competition in trade, industry and all commercial
economic activities.

The PCA, as amended, provides for mandatory notification to the Philippine Competition
Commission (“PCC”) where the value of such transaction exceeds Two Billion Nine Hundred
Million Pesos (₱2,900,000,000.00), and where the size of the ultimate parent entity of either
party exceeds Seven Billion Pesos (₱7,000,000,000.00) (“Size of Party”). Notification is also
mandatory for joint venture transactions if either (a) the aggregate value of the assets that will
be combined in the Philippines or contributed into the proposed joint venture exceeds Two
Billion Nine Hundred Million Pesos (₱2,900,000,000.00); or (b) the gross revenues generated
in the Philippines by the assets to be combined in the Philippines or contributed into the
proposed joint venture exceed Two Billion Nine Hundred Million Pesos (₱2,900,000,000.00).

Recognizing that joint ventures can result in business efficiencies, the PCC issued Guidelines
on Notification of Joint Ventures (“JV Guidelines”) on 9 September 2018 as joint venture
agreements may pose competition concerns as these may result in a substantial lessening of
competition in a relevant market. Under the JV Guidelines, joint ventures may be formed by
any of the following: (i) incorporating a joint venture company; (ii) entering into a contractual
joint venture; or (iii) acquiring shares in an existing corporation. In determining whether the
transaction is subject to PCC notification, it must be examined if joint control will exist between
or among the joint venture partners. In the absence of joint control, the relevant thresholds for
acquisition of shares shall be applied.

LABOR LAWS

Retirement Benefits under the Labor Code

The Philippine Labor Code provides that, in the absence of a retirement plan provided by their
employers, private sector employees who have reached 60 years of age or more, but not
beyond 65 years of age, the compulsory retirement age for private sector employees without
a retirement plan, and who have rendered at least five years of service in an establishment,
may retire and receive a minimum retirement pay equivalent to one-half month’s salary for
every year of service, with a fraction of at least six months being considered as one whole
year. For the purpose of computing the retirement pay, “one-half month’s salary” shall include
all of the following: fifteen days’ salary based on the latest salary rate; in addition, one-twelfth
of the thirteenth month pay and the cash equivalent of five days of service incentive leave pay.
Other benefits may be included in the computation of the retirement pay upon agreement of
the employer and the employee or if provided in a collective bargaining agreement.

179
Social Security Act

An employer or any person who uses the services of another person in business, trade,
industry or any undertaking is required under Republic Act No. 11199, the Social Security Act
of 2018 to ensure coverage of employees following procedures set out by the law and the
SSS. Under the said law, an employer must deduct from its employees their monthly
contributions in an amount corresponding to his salary, wage, compensation or earnings
during the month in accordance with the monthly salary credits, the schedule and the rate of
contributions as may be determined and fixed by the Social Security Commission, pay its
share of contribution and remit these to the SSS within a period set by law and/ or SSS
regulations. This enables the employees or their dependents to claim their pension, death
benefits, permanent disability benefits, funeral benefits, sickness benefits and maternity-leave
benefits.

The failure of the employer to comply with any of its obligations may lead to sanctions,
including the imposition of a fine of not less than Five Thousand Pesos (₱5,000.00) nor more
than Twenty Thousand Pesos (₱20,000.00), or imprisonment for not less than six (6) years
and one (1) day nor more than twelve (12) years, or both, at the discretion of the court. The
erring employer will also be liable to the SSS for damages equivalent to the benefits to which
the employee would have been entitled had his name been reported on time to the SSS and
for the corresponding contributions and penalties thereon.

Home Development Fund Law

Under Republic Act No. 9679, the Home Development Mutual Fund Law of 2009, all
employees who are covered by the SSS must also be registered with and covered by the
Home Development Mutual Fund, more commonly referred to as the Pag-IBIG Fund. It is a
national savings program as well as a fund to provide for affordable shelter financing to Filipino
workers. Coverage under the HDMF is compulsory for all SSS members and their employers.
Under the law, an employer must deduct and withhold 2.0% of the employee’s monthly
compensation, up to a maximum of Five Thousand Pesos (₱5,000.00), and likewise make a
counterpart contribution of 2.0% of the employee’s monthly compensation, and remit the
contributions to the HDMF. Refusal of an employer to comply, without any lawful cause or with
fraudulent intent, particularly with respect to registration of employees as well as collection
and remittance of contributions, is punishable by a fine of not less but not more than twice the
amount involved, or imprisonment of not more than six (6) years, or both such fine and
imprisonment. When the offender is a corporation, the penalty will be imposed upon the
members of the governing board and the president or general manager, without prejudice to
the prosecution of related offenses under the Revised Penal Code and other laws, revocation
and denial of operating rights and privileges in the Philippines and deportation when the
offender is a foreigner.

National Health Insurance Act

Employers are likewise required to ensure enrolment of its employees in a National Health
Insurance Program (“NHIP”) administered by the Philippine Health Insurance Corporation, a
government corporation attached to the Department of Health tasked with ensuring
sustainable, affordable and progressive social health insurance pursuant to the provisions of
Republic Act No. 10606, the National Health Insurance Act of 2013.

On 20 February 2019, Republic Act No. 11223, the Universal Health Care Act, was enacted,
which amended certain provisions of the National Health Insurance Act of 2013. Under the
said law, all Filipino citizens are now automatically enrolled into the National Health Program.
However, membership is classified into two types: (i) direct contributors, and (ii) indirect
contributors. Direct contributors refer to those who have the capacity to pay premiums, are

180
gainfully employed and are bound by an employer-employee relationship, or are self-earning,
professional practitioners, migrant workers, including their qualified dependents, and lifetime
members. On the other hand, indirect contributors refer to all others not included as direct
contributors, as well as their qualified dependents, whose premium shall be subsidized by the
national government including those who are subsidized as a result of special laws. Every
member is also granted immediate eligibility for health benefit package under the program. An
employer who fails or refuses to register its employees, regardless of their employment status,
or to deduct contributions from its employees’ compensation or remit the same to our
Corporation shall be punished with a fine of not less than Five Thousand Pesos (₱5,000.00)
multiplied by the total number of employees of the firm.

Other Labor-Related Laws and Regulations

The Labor Code recognizes subcontracting arrangements, whereby a principal puts out or
farms out with a contractor the performance or completion of a specific job, work or service
within a definite or predetermined period, regardless of whether such job, work or service is to
be performed or completed within or outside the premises of the principal. Such arrangements
involve a “trilateral relationship” among: (i) the principal who decides to farm out a job, work
or service to a contractor; (ii) the contractor who has the capacity to independently undertake
the performance of the job, work, or service; and (iii) the contractual workers engaged by the
contractor to accomplish the job, work, or service.

On 16 March 2017, the DOLE issued DOLE Department Order No. 174-17 or Rules
Implementing Articles 106 to 109 of the Labor Code, as Amended (“D.O. No. 174-17”), under
the principle that non-permissible forms of contracting and subcontracting arrangements
undermine the constitutional and statutory right to security of tenure of workers. D.O. No. 174-
17 empowered the Secretary of Labor and Employment to regulate contracting and
subcontracting arrangement by absolutely prohibiting labor-only contracting, and restricting
job contracting allowed under the provisions of the Labor Code. Labor-only contracting refers
to arrangement where the contractor or subcontractor merely recruits, supplies or places
workers to perform a job or work for a principal, and the contractor or subcontractor does not
have substantial capital, or the contractor or subcontractor does not exercise the right to
control over the performance of the work of the employee. D.O. No. 174-17 expressly requires
the registration of contractors with the Regional Office of the DOLE where it principally
operates, without which, a presumption that the contractor is engaged in labor-only contracting
arises.

The Department Order provides that in the event that there is a finding that the contractor or
subcontractor is engaged in labor-only contracting and other illicit forms of employment
arrangements, the principal shall be deemed the direct employer of the contractor’s or
subcontractor’s employees. Further, in the event of violation of any provision of the Labor
Code, including the failure to pay wages, there exists a solidary liability on the part of the
principal and the contractor for purposes of enforcing the provisions of the Labor Code and
other social legislations, to the extent of the work performed under the employment contract.

DATA PRIVACY LAWS

Republic Act No. 10173: Data Privacy Act

The Philippines government enacted legislation with the aim to protect the fundamental human
right to privacy while ensuring the free flow of information. Republic Act No. 10173, or the
“Data Privacy Act of 2012,” applies to processing of all types of information, whether that be
of individuals or legal entities, except for publicly available information, or those required for
public functions. The law provides that when an entity collects personal data, the purpose and
extent of processing of such information collected must be legitimate and declared specifically

181
to the owner of the personal information (i.e. whether such information will be used for
marketing, data-sharing and the like), and that consent must be obtained from the owner. This
requirement applies to all data collectors and data processors. The term data collectors refers
to a natural or juridical person who controls or supervises the person collecting, storing, or
processing the relevant personal information, while the term data processors refers to a
natural or juridical person who processes the information, whether or not outsourced by the
data collector.

Personal information that is collected must be retained only for a reasonable period of time.
Such a reasonable period of time is the reasonable amount of time the collector needs the
information for its purposes, and the collector must notify the owner of the personal information
of that duration. The data collector must implement appropriate measures for the storage and
protection of the collected personal information from accidental alteration, destruction,
disclosure and unlawful processing. Furthermore, the data controller must assign compliance
officer(s) to ensure compliance with the provisions of the data privacy law and its
accompanying implementing rules and regulations.

182
LEGAL PROCEEDINGS
From time to time, the Company and its Subsidiaries, its Board of Directors and Key Officers
are subject to various civil, criminal and administrative lawsuits and other legal actions arising
in the ordinary course of its business. Typical cases include adverse claims over title to land,
claims for recovery of money and damages and claims for cancellations of sales agreements
and refund of deposits. In the opinion of the Company's management, as of the date of this
Prospectus, none of the lawsuits or legal actions to which it is currently subject will materially
affect the daily operations of its business nor will they have a material adverse effect on the
Company's consolidated financial position and results of operations.

List of Cases as of 21 December 2023:

Century Limitless Corporation

CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE


Department of Justice (“DOJ”) / Office of the City Prosecutor
Miyuki Jane DOJ-Manila Violations of Sections The complainant is the buyer of 2 SPI units, later cancelling
B. Oka vs. 20 and 17 of 1 unit and consolidating payments to the retained unit. The
Jose Presidential Decree No. account was cancelled due to default after not paying TOB
Eduardo B. 957. upon receipt of the TO notice. Not qualified for Maceda
Antonio and Law refund.
Jose Marco
R. Antonio 1. The Investigating Prosecutor issued a Resolution dated
26 October 2022 dismissing the complaint for lack of
probable cause.
2. The complainant, through counsel, filed a Petition for
Review before the Department of Justice seeking the
reversal of the Resolution.
3. We filed an Opposition/Comment to the Petition for
Review that was filed by Oka.
4. Awaiting the resolution of the Secretary of Justice to the
Petition for Review.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Courts
Jose E.B. Makati City- RTC, BP 22 and Estafa This is a criminal case for Estafa and BP 22 against
Antonio vs. Branch 130 Marinela Trinidad, as Vice President and Treasurer of TCG
Marinela Holdings, Inc. and Champ Center for Hospitality Arts and
Trinidad Management Phil. Inc. The case is now submitted for
Resolution.

1. Atty. Alex Mallillin attended the hearing last 4 November


2022 and entered his appearance as the new private
prosecutor and counsel of CLC.
2. During the hearing, the defense presented its first
witness, Marcela T. Gatbonton and identified her judicial
affidavit. Gatbonton concluded her Direct, Cross, Re-
Direct, and Re-Cross examinations.
3. Next hearing on this case is scheduled on 22 January
2024 at 8:30 a.m.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

TCG Quezon City-RTC, Petition for Declaratory TCG Holdings, Inc. filed the Petition to obtain either a
Holdings, Branch 216 Relief and Reformation judicial interpretation, reformation or annulment of the
Inc. vs. CLC of Instruments and/or Memorandum of Understanding and Memorandum of
Annulment of Contract Agreement that it entered into with CLC. Based on the
under Article 1359 of complaint, its main reason for initiating the action was to
the Civil Code forestall the construction that the subject contracts would
allow upon the extrajudicial foreclosure of the properties
owned by mortgagors © Culinary Services Inc. and A.
Guerrero Development Corp. This is despite the fact that a
valid real estate mortgage was constituted over the subject

183
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
lands and the contracts consistently provided for the
possibility of having to resort to extrajudicial foreclosure of
the mortgaged lands should TCG Holdings, Inc. fail to
comply with its obligations.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

TCG Makati City- RTC, Annulment of Deeds of 1. The complaint prays that judgment be rendered: (1)
Holdings, Branch 147 Revocation of Trust, Granting the motion to consolidate this case with the RTC
Inc. and Reversion of Shares of Quezon City Branch 216 case and thereafter, (2)
Marinela G. and Declare the Deeds of Revocation of Trust with Reversion
Trinidad vs. Inclusion/Reinstatement of Shares dated 17 January 2020 as null and void; (3)
CLC, Jose of President and Board revert the 39,998 common shares of stock and 2 shares of
Marco Director stock in Katipunan Prime Development Corporation to the
Antonio, plaintiffs, TCG Holdings, Inc. and Marinela G. Trinidad (for
Jose Carlo and in behalf of TCG Holdings, Inc.) respectively; (4)
Antonio, reinstate the plaintiffs, TCG Holdings, Inc. and Marinela G.
Rafael G. Trinidad as the stockholders-of-record of Katipunan Prime
Yaptinchay Development Corporation; (5) Reinstate the plaintiff
and Isabelita Marinela G. Trinidad (for and in behalf of TCG holdings,
Ching-Sales Inc.) as the President and Board Director of Katipunan
Prime Development Corporation and; (6) DIRECT the
defendants Century Limitless Corporation, Jose Marco R.
Antonio as Director of CLC, and the Majority Board of
Directors of Katipunan Prime Development Corporation,
namely: Jose Marco R. Antonio as Director; Jose Carlo R.
Antonio, as Director; Rafael G. Yaptinchay as Treasurer
and Director; Isabelita C. Sales as Corporate Secretary
and Director, to pay the plaintiffs, TCG holdings, Inc. and
Marinela G. Trinidad for Attorney’s Fees in the amount of
₱250,000 in addition to litigation expenses and costs of
suit.

2. Next hearing is set on 7 November 2023, 8:30 a.m.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

KPDC vs. R-QZN-22-05776- Specific Performance/ 1.The case is filed by Katipunan Prime Development
Bengzon et CV, RTC Branch Consignation Corporation where CLC is the majority shareholder for
al. 101 specific performance against Gonzalo Bengzon and other
defendants for the delivery of titles subject of the supposed
Joint Venture Agreement between CLC and TCG Holdings
Inc.

2. Next hearing of this case is set 29 January 2024.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Abano IFS Unlawful Detainer 1. The letter offer to Alfredo Abano and Felipito Abano is
(For being prepared for settlement.
Settlement)
2. The amounts to be paid for the settlement with Felipito
Abano and Alfredo Abano are ₱1,634,600 and ₱573, 500,
respectively in the following payment terms:

15 January 2023 -15%


15 February 2023 – 15%
Balance upon move out: 70%

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

184
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
Carino IFS Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
(M-MND-22- – MTC, Branch 101 settlers who are occupying parcels of land owned by CLC
03395-SC, in Mandaluyong City.
CLC vs.
Alexander 2. Court dismissed the case for lack of merit.
Carino and
John Paul This case has no material adverse effect on the
Carino) Company’s consolidated financial position and results of
operations.

David IFS Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
(MND-22- – MTC, Branch 96 settlers who are occupying parcels of land owned by CLC
03395-SC, in Mandaluyong City.
CLC vs.
David et al.) 2. Court dismissed the case for lack of merit.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Jaime Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
Villaflor IFS – MTC, Branch 97 settlers who are occupying parcels of land owned by CLC
(MND-22- in Mandaluyong City.
03390-SC,
CLC vs. 2. Court dismissed the case for lack of merit.
Villaflor)
This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

Reyes IFS Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
(MND-22- – MTC, Branch 101 settlers who are occupying parcels of land owned by CLC
03392-SC, in Mandaluyong City.
CLC vs.
Reyes) 2. Court dismissed the case for lack of merit.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Marasigan Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
IFS (MND- – MTC, Branch 101 settlers who are occupying parcels of land owned by CLC
22-03390- in Mandaluyong City.
SC, CLC vs.
Villaflor) 2. Court dismissed the case for lack of merit.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Ricardo Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
Villaflor IFS – MTC, Branch 96 settlers who are occupying parcels of land owned by CLC
(MND-22- in Mandaluyong City.
03389-SC,
CLC vs. 2. Court dismissed the case for lack of merit.
Ricardo
Villaflor) This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

Nicolas IFS Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
(MND-22- – MTC, Branch 97 settlers who are occupying parcels of land owned by CLC
03394-SC, in Mandaluyong City.
CLC vs.
Villaflor) 2. Court granted the unlawful detainer case and ordered
the illegal occupants therein to vacate the premises and
pay CLC reasonable rent in the amount computed by the
Court.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

185
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
Salome IFS Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
(M-MND-22- – MTC, Branch 96 settlers who are occupying parcels of land owned by CLC
03389-CV, in Mandaluyong City.
CLC vs.
Salome) 2. Court dismissed the case for lack of merit.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Benjamin Mandaluyong City Unlawful Detainer 1. This is case for unlawful detainer filed against informal
Villaflor et al. – MTC, Branch 59 settlers who are occupying parcels of land owned by CLC
IFS (MND- in Mandaluyong City.
22-03393-
SC, CLC vs. 2. Court dismissed the case for lack of merit.
Benjamin
Villaflor et This case has no material adverse effect on the
al.) Company’s consolidated financial position and results of
operations.

Arch. Froilan Court of Appeals Refund CLC filed Petition for Review. Arch. Froilan Hoang filed
Hoang vs. Comment. Awaiting decision of Court of Appeals.
CLC
This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

Armin Court of Appeals Refund, Cancellation of The complainant prays for the revocation of CLC’s License
Esguerra vs. License to Sell, to Sell on the Azure Urban Resort Residences project,
CLC Damages refund of total payments made in the amount of
₱2,249,457.28 plus interest, award of ₱200,000 moral
damages and ₱100,000 exemplary damages, and
attorney’s fees equivalent to 10% of the total monetary
award, on the ground of delay in completion of her unit and
forfeiture of her payments upon the cancellation of her
account. CLC, in its defense, claims that the complainant
reneged on her obligation to pay the balance. The arbiter
decided in favor of the complainant and ordered the full
refund of the payments made as prayed for, with 6%
interest per annum, as well as the award of ₱50,000 moral
damages, ₱50,000 exemplary damages, ₱50,000
attorney’s fees and ₱20,357.65 representing costs of suit
in the form of filing fees.

CLC appealed the decision of the arbiter to the BOC;


however, the appeal was denied. The case is now pending
with the Court of Appeals for review of the decisions of the
arbiter and the BOC.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Baby Calope Court of Appeals Reinstatement of The complainant prays for the reinstatement of the
vs. CLC Account and Damages Reservation Agreement in relation to her purchased unit in
Commonwealth by Century and ordering CLC to allow her
to update her account, and an award of moral and
exemplary damages and attorney’s fees, on the ground
that her account was unilaterally terminated without notice.
On the contrary, CLC alleges that the complainant was
able to receive a copy of the Notarial Notice of
Cancellation, thus rendering the cancellation of her
account in full effect. The arbiter dismissed the complaint
for lack of merit, to which the complainant-buyer elevated
on appeal with the Commission.

The complainant appealed the decision of the arbiter to the


BOC; however, the appeal was denied. On Motion for
Reconsideration, the BOC reversed its decision and
resolved in favor of the complainant. The case is now
pending with the Court of Appeals for review of the
resolution of the BOC.

186
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

Beatrix Alicia Court of Appeals Refund with Interest The complainant prays for the full refund of her payments
Arcega Pinar amounting to ₱1,267,996.48 with interest at legal rate, an
vs. CLC award of actual damages of ₱80,000 representing
unnecessary rental fees paid after September 2018,
₱50,000 attorney’s fees, and exemplary damages of
₱100,000, on the ground of delay in delivery of the unit. In
its defense, CLC alleges that the complainant was in fact
delinquent in her payments, which led to the cancellation
of her account, and is thus not entitled to a full refund. The
arbiter found for the complainant-buyer and ordered the
refund of ₱1,267,996.48 with legal interest computed from
the filing of the case until fully paid, exemplary damages of
₱10,000, attorney’s fees of ₱10,000, and costs of suit.

CLC appealed the decision of the arbiter to the BOC;


however, the appeal was denied. The case is now pending
with the Court of Appeals for review of the decisions of the
arbiter and the BOC.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Bobby Libor Court of Appeals Refund The complainant prays for the payment of the refund over
vs. CLC the cancellation of his purchase of a condominium unit in
Azure Urban Residences Resort that was received by his
authorized representative, who allegedly did not remit said
amount to him. CLC argues that HLURB, now DHSUD, has
no jurisdiction to hear the complaint. The arbiter dismissed
the complaint and ordered the complainant to accept the
payment made by his authorized representative.

The complainant appealed the decision of the arbiter to the


BOC; however, the appeal was denied. On Motion for
Reconsideration, the BOC reversed its decision and
resolved in favor of the complainant. The case is now
pending with the Court of Appeals for review of the
resolution of the BOC.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Sps. Court of Appeals Refund The complainants pray for the refund of their payments
Charlton and amounting to ₱4,818,288.50 with legal interest, an award
Caroline Lim of ₱1,000,000 moral damages and attorney’s fees
vs. CLC equivalent to 25% of total claims due, as well as costs of
suit, on the ground of engaging in real estate practices
prior to the issuance of the License to Sell and delay in the
completion and delivery of their unit. CLC alleges that it is
compliant with the HLURB, now DHSUD, rules on selling
real estate with the required license to sell. On the
contrary, the complainants were in breach of the CTS by
defaulting in their payments, resulting in the cancellation of
their account.

CLC appealed the decision of the arbiter to the BOC;


however, the appeal was denied. The case is now pending
with the Court of Appeals for review of the decisions of the
arbiter and the BOC.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Algainy P. Court of Appeals Refund and Damages The complainant prayed for the HLURB, now DHSUD, to
Alug vs. CLC (1) Revoke the Registration Certificate and License To Sell
of the respondent; (2) Nullify the notarial cancellation and
direct the rescission of the contract involving condominium
unit 602; (3) Direct the respondent to pay the complainant

187
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
the following: (3.1) ₱ 2,184,349.91 as refund or return of
payments; (3.2) ₱240,278.48 by way of compensatory
damages; and (3.3) ₱50,000.00 as Litigation expenses.

The case is now pending with the Court of Appeals for


review of the decisions of the arbiter and the BOC.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Sps. Luisito HLURB (now Refund and Damages This is a Complaint for refund/reimbursement under PD
and Cherry DHSUD) 957 in view of the alleged delay in the turnover of the unit.
Cruz vs.
CLC Answer filed on 10 December 2021. Awaiting for the Order
of Mandatory Conference to be issued by the arbiter. CLC
filed its Position Paper on 13 April 2022.The Complainants
filed their Position Paper dated 25 April 2022. CLC filed its
Appeal Memorandum dated 22 September 2022.

The case is now pending with the Court of Appeals for


review of the decisions of the arbiter and the BOC.
This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

DHSUD (previously HLURB)


Algainy P. HLURB (now Reinstatement and This is a Complaint for reinstatement of possession of the
Alug vs. CLC DHSUD) Damages unit under PD 957 in view of the alleged unfair real estate
practices.

Position Paper filed in October 2023. Awaiting Arbiter’s


decision.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Kenneth Ian HLURB-NCR (now Refund The complainant alleged bad faith on the part of CLC in the
T. Moyes vs. DHSUD) sale of a condominium unit in Acqua Private Residences,
CLC Iguazu Tower, and sought payment in the amount of
₱1,801,156.56, constituting the loan he has to pay to
Banco de Oro from July 2018 to July 2019 without the unit
being turned over to him. The complainant further claims
that he made an overpayment amounting to
₱1,637,584.05, which must be returned to him. Finally, he
prays for the replacement of the unit delivered to him with
a unit of the same size and area located at the topmost
floor of the building. CLC argues that the complainant is
not entitled to the reliefs prayed for and that the case must
be dismissed for failure to state cause of action.

The arbiter dismissed the complaint. The complainant filed


an appeal with the BOC, which was granted in its Decision
dated 25 July 2021. The BOC ordered CLC to refund the
overpayment amounting to ₱552,900 with interest. CLC
filed a Motion for Reconsideration which is now pending for
resolution.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Reynelda HLURB-NCR (now, Refund with Damages The complainant prayed that her total payment for
Denolan vs. DHSUD) purchasing a condominium unit at the Azure Urban Resort
CLC Residences amounting to ₱4,620,000 be refunded due to
the fact that there was no effective cancellation of the CTS
before the unit was sold to a third person. In its defense,
CLC claims that the complainant is not entitled to a full
refund as she voluntarily cancelled her account and
refused to pay the remaining monthly amortization and
turnover balance of the total contract price. CLC filed its
Answer on 2 March 2020, and subsequently, its Position
Paper on 9 September 2021.

188
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE

CLC appealed the decision of the arbiter to the


Commission level for resolution.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Nadia HLURB-Region 3 Refund On 18 July 2022, CLC received summons dated 13 July
Natalee (now, DHSUD) 2022 with attached Complaint. The complainant is a buyer
Shuriah vs. of Unit 1733 of The Resort Residences at Azure North
CLC located at the North Luzon Expressway (NLEX) San
Fernando, Pampanga (the Project). The buyer prayed for
a refund of all the payments and monthly amortizations for
the unit in the total sum of ₱1,411,797.18 and for the
following damages/interest: (1) attorney’s fees amounting
to ₱300,000.00; (2) moral damages amounting to
₱200,000.00; (3) exemplary damages amounting to
₱100,000.00; (4) plus 6% annual legal interest.

This case is dismissed at Arbiter level. Complainant


appealed the Arbiter’s decision at Commission level.
Decision is now pending at Commission level.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Philip HLURB-NCR (now, Refund Complainant prayed for full refund with damages under PD
Hipolito vs. DHSUD) 957 for alleged delay in turnover (₱1,070,676.65).
CLC
CLC submitted its Position Paper. Decision is now pending
at Arbiter level.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Megan Faye HLURB-NCR (now, Refund Complainant prayed for full refund with damages under PD
Enriquez DHSUD) 957 for alleged delay in turnover (₱2,339,397.23).
Diputado,
et.al. vs. CLC submitted its Appeal Memorandum at Commission
CLC level. Decision is now pending at Commission level.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Carmelo HLURB-Region 3 Refund Complainant prayed for full refund with damages under PD
Cordero (now, DHSUD) 957 for alleged delay in turnover (₱744,219.99).
Cabatic, Jr.,
vs. CLC CLC submitted its Position Paper. Decision is now pending
at Arbiter level.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Alejandro HLURB-NCR (now, Refund Complainant prayed for full refund with damages under PD
Alfonso E. DHSUD) 957 for alleged false advertisements (₱8,614,564.13).
Navarro and
Maria Amina Both parties are under mediation.
O. Amado
vs. CLC This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

Filipina HLURB-NCR (now, Refund Complainant prayed for full refund under basis of equity
Hequibal vs. DHSUD) (₱265,000.00).
CLC
CLC submitted its Position Paper. Decision is now pending
at Arbiter level.

189
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

Victor HLURB-Region 4-A Refund Complainant prayed for full refund with damages under PD
Domingo vs. (now, DHSUD) 957 for alleged delay in turnover (₱3,308,218.88).
CLC
CLC submitted its Appeal Memorandum at Commission
level. Decision is now pending at Commission level.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Mia Angelie HLURB-NCR (now, Refund Complainant prayed for full refund with damages under PD
Goyenechea DHSUD) 957 for alleged delay in turnover (₱1,445,077.80 ).
vs. CLC
CLC submitted its Appeal Memorandum at Commission
level. Decision is now pending at Commission level.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Century City Development Corporation

CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE


Courts
CCDC vs. Makati City - RTC, Reconveyance of Title CCDC filed a case to compel the Registry of Deeds to re-
Joannie Branch 148 issue the condominium certificate of title in the name of the
Lumacang developer, CCDC, after it had successfully evicted the
buyer, Ms. Joannie Lumacang, from the unit. The court
decided in favor of CCDC and will order the enforcement
thereof after attaining finality.

For execution of reconveyance. Case already final with


Entry of Judgment issued by the Court of Appeals
(dismissing the Petition filed by Lumacang’s counsel). The
judge issued an order holding the motion for issuance of
the Writ of Execution under abeyance pending compliance
with the service of the decision to Lumacang. The sheriff
reported the service of the decision to defendant’s
addresses on record which was received by the security
guard and the receptionist in all instances. CCDC filed the
motion to lift the judge’s latest order considering the
sheriff’s service of the decision via substituted service.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Sps. Cheng Makati City – RTC, Nullification, Cheng is the buyer of Unit 201 Gramercy Residences,
vs. CCDC Branch 235 Rescission, Injunction partially paid through loan with UCPB. She defaulted in her
and Damages payments and UCPB sent notice of buyback to CCDC.
CCDC then sent the NNC and notice to vacate to Cheng.

Cheng seeks the nullification of the NNC and believes that


CCDC has no right to cancel the CTS after the TCP is fully
paid. In its defense, CCDC argues that the DOU compels
CCDC to buy back the unit after the default in loan by
borrower Cheng.

As counterclaim, CCDC seeks to compel Cheng to sign the


Deed of Reconveyance as mandated under the CTS. The
Notice of Lis Pendens was annotated on the CCT with
Cheng as registered owner.

1. The next hearing on the case is set on 19 January 2024


at 8:30 a.m.
2. The case was turned over by Atty. Alex Mallillin to its
new handling lawyer, Atty. Daren Liban.

190
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

Baolong- Makati City – RTC, Collection of Sum of 1. External counsel Divina Law is actively handling the
Collection of Branch 57 Money case.
Sum of Money 2. Eloisa Martin of CLC identified her Judicial Affidavits
(M-MKT-21- which we adopted as her direct testimony. In the course of
03718-CV, her cross-examination, Ms. Martin was asked about the
Balong payment that Jason Huang made and if such payment was
Technology made for the benefit of Baolong - to which she stated that
Industry Jason Huang, as far as she knows, paid for another entity.
Group Ltd., Counsel for Baolong asked if a contract was executed for
Inc. vs. CCDC that other entity and asked if the witness can produce a
II) copy. At which point, we objected based on relevance and
in any case such motion should have been made in writing.
The Court sustained our objection and directed plaintiff to
file a written motion should they intend to do so.

3. The continuation of the cross examination of the witness


is set on 5 December 2023 at 8:30 a.m., depending on the
resolution of the motion.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Baolong- RTC Makati Br.129 Replevin 1. External Counsel Divina Law is actively handling the
Replevin (M- case.
MKT-21- 2. Case is already resolved by virtue of the compromise
03292-CV, agreement executed between Baolong and CLC.
Baolong
Technology
Industry
Group Ltd.,
Inc. vs. CCDC
II,
Kondo vs. Court of Appeals Refund On 22 January 2016, Hiroshi Kondo and CCDC entered
CCDC into a CTS for the purchase of 13 units in Spire, particularly
units SPI-1601, 1602, 1603, 1604, 1605, 1606, 1607,
1608, 1609, 1610, 1611, 1612, and 1614. CCDC cancelled
the purchase due to non-payment of the turnover balance.

The case is now pending with the Court of Appeals for


review of the decisions of the arbiter and the BOC.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

DHSUD (previously HLURB)


Grace V. HLURB-NCR (now, Refund The complainant is the buyer of Unit 1411 and a parking
Trinidad and DHSUD) slot in Century Spire for the total price of ₱12,550,407, with
Jan Darell V. turnover date of 7 June 2019. The complainant filed a
Trinidad complaint with the HSAC. Both parties filed their respective
through their Position Papers. On 8 September 2022, CLC received the
Attorney-in- Order dated 23 August 2022 stating that both parties are
Fact Alma willing to explore the possibility of amicable settlement.
Regina V.
Espinosa
Set for mediation.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Sps. Nelia HLURB-NCR (now, Refund On 6 December 2022, CLC received the Alias Summons
Allado Chan DHSUD) dated 28 November 2022 with the attached Complaint and
and Chan with an order for the former to file its Answer within twenty
Hock Guan (20) days from receipt thereof.
vs. CCDC

191
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
The complainants are buyers of SPI-0602. The
complainants demanded ₱5, 865,504.80 plus legal interest
at the rate of 12% per annum counted from February 2020,
the date of the extrajudicial demand. CCDC, in its defense,
stated that it is justified in relocating the complaints due to
a provision in the executed CTS allowing CCDC to relocate
the complainants in case of a change in the number of
saleable units.

CCDC filed its Answer dated 27 December 2022. The case


is set for Mandatory Conference to explore the possibility
of amicable settlement.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Century Communities Corporation

CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE


Courts
Republic of the Quezon City – Expropriation On 30 June 2023, we received another Formal Entry of
Philippines RTC, Branch 98 Appearance dated 27 June 2023 filed by Atty. Romeo N.
Represented Juayno, Jr.
By the DOTr
vs. CCC and On 18 July 2023, we received a Motion to Admit Reply
the Register of dated 10 July 2023 filed by Rogelio A. Mendoza.
Deeds
On 25 July 2023, we received a Manifestation and Motion
(to take judicial Notice of Complaint before RTC 76
Quezon City) dated 12 July 2023 filed by Atty. Juayno, Jr.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

Republic of the Quezon City – Expropriation On 15 June 2023, we received from the court an Omnibus
Philippines RTC, Branch 216 Order dated 7 June 2023. The court resolved (i) that the
Rep. by the Motion for Reconsideration of the 1,411 Awardees dated
Department of 19 September 2022 and the Motion for Partial
Transportation Reconsideration of the Republic of the Philippines dated
vs. The 1, 411 27 September 2022 are denied, and the Order of
Awardees of substitution by Century of the 1,411 Awardees as
the NWSA defendant in this case as embodied in the Omnibus Order
Employees dated 12 September 2022 is maintained and (ii) a Special
Housing Order is issued granting Century’s Motion for Execution
Project and the Pending Appeal, and a writ of execution issue to enforce
Register of and implement the Order of the court dated 29 June 2022,
Deeds as modified by theOrder dated 16 September 2022,
directing the Republic of the Philippines to deposit or
consign with the Office of the Clerk of Court of RTC
Quezon City, the sum of ₱4,495,568,000.00 representing
the difference between the amount already paid and the
just compensation as determined by the court.

On 21 June 2023, the court issued an Order giving due


course and approving the Republic Record on Appeal.

On 10 July 2023, we received a Motion for Partial


Reconsideration (Re: Omnibus Order dated 7 June 2023)
filed by the plaintiff Republic of the Philippines.

On 25 July 2023, we received a Manifestation and Motion


(To Take Judicial Notice of Complaint before RTC 76,
Quezon City) filed by Atty. Romeo Juayno, Jr.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

192
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE

CCC vs. Hon Court of Appeals Petition for Certiorari On 6 April 2022, the Court issued its Consolidated
Marilou D. Decision granting our Petition. Thus, the assailed
Runes- Resolutions of the trial court dated 28 July 2020 and 7
Tamang September 2020 declaring the sufficiency of the Republic’s
and the DOTr’s provisional deposit were nullified and set
aside.

We filed our Memorandum on 17 February 2023.

More importantly, the Court determined the subject


properties as commercial valued at ₱47,000 per square
meter. Accordingly, plaintiffs were directed to deposit the
additional amount of ₱3,797,162,000 in favor of Century
without prejudice to the subsequent determination of just
compensation.

Nelson Malolos, Bulacan – Petition for Declaratory On 12 December 2022, we have filed our Answer to the
Babaran vs. RTC Relief seeking a judicial Petition. On 9 January 2023, we received Babaran’s Reply
The 1,411 declaration affirming with Answer to Compulsory Counterclaims.
Awardees Rep. the validity of the Deed
by their of Absolute Sale he The Motion for Reconsideration is now submitted for
Attorney-in- executed with Genaro resolution.
Fact Genaro C. Bautista representing
Bautista and the Awardees. This case has no material adverse effect on the
CCC Company’s consolidated financial position and results of
operations.

The 1,411 Court of Appeals Petition for Certiorari On 25 May 2022, the petitioner filed its Motion to Withdraw
Awardees of pertaining to the Order the Petition citing the agreement of the parties amicably
the NWSA dated 28 September resolving their respective claims.
Employees 2020 granting
Housing Project Century’s Motion to In its Resolution dated 21 June 2022, the Court directed
(NEHP) vs. Hon Release Provisional the petitioners’ counsel, Atty. Gil Valera, to submit within
Eleuterio L. Deposit. ten (10) days the petitioners’ written conformity to the filed
Bathan et.al Motion to Withdraw.

On 5 October 2022, Atty. Valera filed the petitioner’s


Retraction of Motion to Withdraw Petition. As such, the
Court required the parties to file their respective
Memoranda.

The Memorandum will be filed on 18 January 2023.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

The 1,411 Court of Appeals Petition for Certiorari On 7 January 2021, the Court of Appeals issued its
Awardees of pertaining to the Order Resolution of even date dismissing the instant Petition for
the NWSA dated 24 July 2020 the petitioners’ failure to pay docket fees within the
Employees recognizing Genaro C. prescribed period.
Housing Project Bautista as the
(NEHP) vs. Hon attorney-in-fact of the On 26 January 2021, the petitioners filed their Motion for
Eleuterio L. 1,411 awardees of the Reconsideration. On 8 March 2021, we filed our Comment
Bathan et.al NWSA Employees to the petitioners’ Motion.
Housing Project and
the release of the On 6 June 2022, the Court issued its Resolution of even
provisional deposit to date denying the petitioners’ Motion for Reconsideration.
Genaro Bautista and
Century Communities. This case has no material adverse effect on the
Company’s consolidated financial position and results of
operations.

193
CASE TITLE COURT / AGENCY NATURE BACKGROUND OF THE CASE
77 Awardees of Court of Appeals Petition for Certiorari On 9 January 2023, we received the Court’s Resolution
the NWSA assailing the Omnibus denying the petitioners’ Application for Temporary
Employees Order dated 4 April Restraining Order and/or Writ of Preliminary Injunction.
Housing Project 2022 and the Order Furthermore, the petitioners were directed to correct the
et al. vs. Hon dated 24 June 2022 infirmities of their Petition.
Betlee Ian J. issued by Judge
Barraquias, et Barraquias in CIVIL This case has no material adverse effect on the
al. CASE NO. R- QZN-19- Company’s consolidated financial position and results of
17419-CV denying operations.
petitioners’
participation and/or
intervention therein.

1,411 Court of Appeals Petition for Certiorari The Court issued its Consolidated Decision dated 6 April
Awardees vs. filed by the Tañada 2022 denying the Petition.
Hon. Marilou D. faction of the 1,411
Runes-Tamang Awardees to assail This case has no material adverse effect on the
Judge Tamang’s Company’s consolidated financial position and results of
orders releasing the operations.
provisional deposit to
Century.

1,411 Court of Appeals Petition for Certiorari On 25 May 2022, the petitioners-Awardees filed their
Awardees vs. assailing Judge Motion to Withdraw citing the agreement of the parties
Hon. Marilou D. Tamang’s Order dated amicably settling their dispute.
Runes-Tamang 26 February 2021
ordering (i) the This case has no material adverse effect on the
expropriation of the Company’s consolidated financial position and results of
subject properties; (ii) operations.
the payment of just
compensation in favor
of Century; and (iii) the
grant of an easement
of right of way in favor
of Century.

Avelino T. Court of Appeals Petition for Certiorari The Court issued its Consolidated Decision dated 6 April
Amores, et al. and Prohibition dated 2022 dismissing the Petition.
vs. Hon Aurora March 10,
A. Hernandez – 2020 filed by the On 18 May 2022, the petitioners filed their Motion for
Calledo Tañada Faction of the Partial Reconsideration. On 16 September 2022, we filed
1,411 Awardees to our Comment thereto.
question Judge
Calledo’s orders This case has no material adverse effect on the
granting the Writ of Company’s consolidated financial position and results of
Preliminary operations.
Mandatory Injunction
in favor of Century,
insofar as the
possession of the 7
hectares
and 2,000 sqm. lots are
concerned.

DHSUD (previously HLURB)


Herminigilda HLURB-Calamba Delivery of Title and This is a complaint arising from CCC’s alleged failure to
Macalalad vs. (now, DHSUD) Damages deliver the title over the subject property.
CCC & CBKR –
HLURB Reg. IV An appeal is pending with the Office of the President. Title
and ₱50,000 damages were released to complainant.

CCC received the Decision dated 6 June 2022. CCC filed


a Motion for Reconsideration on the Assailed Decision.
Waiting for the Resolution on this case.

This case has no material adverse effect on the


Company’s consolidated financial position and results of
operations.

194
PHirst Park Homes Inc.

CASE TITLE COURT / NATURE BACKGROUND OF THE CASE


AGENCY
Courts
Allan C. Ravelo vs DARAB Disturbance Compensation Ravelo claimed to be a tenant-farmer in the
PPHI portion of the land acquired for the GenTri project.

The DARAB Provincial Agrarian Reform


Adjudicator ruled in favor of PPHI on the ground
that Ravelo is not a farmer-tenant, and hence, not
entitled to compensation.

Pending appeal by Ravelo before the Board filed


in October 2022.

PPHI conducted due diligence and procured all


the necessary permits, including from DAR,
finding no tenant occupying the land.

Ravelo was unable to prove that he was an actual


tenant-farmer. Thus, he is not entitled to
disturbance compensation.

The DARAB-PARAD dismissed the case for lack


of merit. Appeal to the DAR was likewise
dismissed for lack of merit. Dismissal already
attained finality.

Wilfredo Delos Malolos, Bulacan Reconveyance Delos Santos, et al. alleged that Fermin and
Santos, et. al – RTC Severina Santos, from whom PPHI acquired the
property for the Pandi project, deprived them of
their shares over the property. They asserted that
the Deed of Donation was forged, and that the
adverse claim that was annotated on the title of
the property was not validly cancelled.

PPHI filed its Answer in December 2022. PPHI


alleges that it is a buyer in good faith and an
innocent purchaser for value. PPHI conducted
legal and technical due diligence prior to
acquisition which showed that the property was
legally and physically owned by the sellers. PPHI
could not have had knowledge of the facts that
allegedly transpired within the family forty (40)
years ago. Thus, the property cannot be
reconveyed to Delos Santos, et al. Hence, the
complainants’ recourse is to go after the estate of
the deceased sellers.

Pre-trial was conducted in 10 August 2023.


Mediation was set on 31 August 2023 but no
amicable settlement was reached. JDR is
scheduled on 6 December 2023.

National Grid Malolos, Bulacan Expropriation (RTC- NGCP claimed that it needs to expropriate a
Corporation of the – RTC Malolos) portion of the Pandi project in order to construct
Philippines and implement its Hermosa-San Jose 500kv
Transmission Line Project which was certified as
an energy project of national significance.

PPHI filed its Answer on 12 September 2022.


The RTC issued a Writ of Possession on 30
September 2022 without considering PPHI’s
Answer.

PPHI filed an MR questioning the validity of the


Writ. The RTC and NGCP have likewise not
notified the affected homeowners, hence, the Writ
cannot be validly enforced. The motion is still
pending with the RTC.

On 29 December 2022, NGCP filed a Motion for


Break Open/Demolition which PPHI opposed on

195
CASE TITLE COURT / NATURE BACKGROUND OF THE CASE
AGENCY
4 January 2023. The motion is also pending with
the RTC.

The expropriation is invalid because NGCP failed


to prove its authority to expropriate and the
reasonable necessity to expropriate the
properties. NGCP also failed to offer just
compensation for the expropriation of the
properties.

Meanwhile, the RTC should exercise judicial


courtesy because of the pending Supreme Court
(“SC”) Petition for the issuance of TRO.

PPHI filed a Petition before the SC to enjoin the


RTC and NGCP from proceeding with the
Petition for TRO expropriation case.
(Supreme Court)
The SC is yet to act on the Petition.

This case questions the propriety of NGCP’s act


of expropriating the property given that they did
not follow with the guidelines set forth under the
ROW Act, i.e., there was no genuine necessity to
expropriate PPHI’s property.

On 6 July 2023, the SC issued a TRO against


NGCP and the RTC-Malolos prohibiting them
from proceeding with the expropriation case and
demolishing PPHI Project/units, until further
notice from the Court.

PPHI filed a petition questioning the propriety of


the dismissal by the RTC-Malolos of the Motion
for reconsideration it filed in the expropriation
case whereby the Court denied PPHI’s motion
Petition for Certiorari and upheld the issuance of the writ of possession
(Court of Appeals) in favor of NGCP.

On 30 June 2023, PPHI received NGCP’s


Comment to the Petition. PPHI filed its reply
thereto on 5 July 2023.

The Petition is currently pending resolution by the


Court of Appeals.

PPHI filed this complaint against certain NGCP


individuals who participated and facilitated the
demolition of certain units in PPHI Pandi despite
the lack of demolition permit and order from the
expropriation court. The respondents filed their
Complaint for Indirect answer in July 2023. The court remanded the
Contempt case to the expropriation court for consolidation
(RTC-Malolos) with the expropriation case.

In September 2023, PPHI reminded the Court that


the expropriation court proceedings is the subject
of a TRO from the SC and thus, the hearing for
the indirect contempt case will just be delayed if
remanded to the expropriation court. The Court
has yet to issue an order in response to PPHI’s
Manifestation and Motion.

196
CASE TITLE COURT / NATURE BACKGROUND OF THE CASE
AGENCY
Eduardo DHSUD Refund Complainant is a buyer of PPH-Tanza. When the
Dagumampan, Jr. vs. unit was turned over to him in March 2023, there
PHirst Park Homes were punchlist items that were identified. Upon
Inc. completion of the punchlist, he again complained
of items which were no longer within the scope of
deliverables of PPHI. Complainant filed this case
seeking for refund and alleging that the unit
turned over to him was not the one agreed upon.

PPHI filed its Answer in August 2023. It’s position


is that all of the agreed items in the executed CPA
have already been delivered and/or rectified.
Thus, complainant cannot allege beyond what
was agreed upon in the contract. PPHI also filed
its Position Paper in September 2023.
Complainant, on the other hand, did not file his
Position Paper.

The DHSUD has yet to issue its resolution on the


matter.

197
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
MARKET INFORMATION

The shares of the Company consist solely of Common Shares, which are presently being
traded in the PSE, Inc. The high, low and close prices for the shares of the Company for each
quarter within the last four (4) fiscal years are as follows:

(in ₱) 2023 2022 2021 2020

Quarter High Low Close High Low Close High Low Close High Low Close

First
0.410 0.350 0.365 0.430 0.370 0.420 0.470 0.375 0.380 0.570 0.335 0.370
quarter

Second
0.380 0.345 0.360 0.425 0.360 0.365 0.570 0.380 0.570 0.430 0.325 0.370
quarter

Third
0.370 0.320 0.330 0.395 0.345 0.355 0.540 0.405 0.440 0.405 0.345 0.360
quarter

Fourth
0.335 0.270 0.280 0.385 0.330 0.385 0.470 0.380 0.400 0.495 0.355 0.450
quarter

The closing price of the Company’s Common Shares of stock as of 31 January 2024 is ₱0.275
per share.

STOCKHOLDERS

The number of shareholders of the Company’s Common Shares of record as of 30 September


2023 is Four Hundred Ninety Six (496). The number of issued Common Shares of the
Company as of 30 September 2023 are Eleven Billion Six Hundred Ninety Nine Million Seven
Hundred Twenty Three Thousand Six Hundred Ninety (11,699,723,690) with total paid-up
capital of ₱6,200,853,553.

The top 20 stockholders of Common Shares as of 30 November 2023 are as follows:

Name Number of Shares Held % to Total


CENTURY PROPERTIES, INC. 6,311,104,949 53.942
PCD NOMINEE CORPORATION (FILIPINO) 4,970,633,055 42.485
F. YAP SECURITIES, INC. 169,183,755 1.446
TRIVENTURES CONSTRUCTION &
119,441,756 1.021
MANAGEMENT CORPORATION
PCD NOMINEE CORPORATION (NON-
108,256,685 0.925
FILIPINO)
QIU NINI 6,800,000 0.058
ERNESTO B. LIM 6,000,000 0.051
PEDRO RIZALDY ALARCON 1,000,000 0.009
GOH WAY SIONG 1,000,000 0.009
SOLAR SECURITIES, INC. 723,978 0.006

198
Name Number of Shares Held % to Total
ANTONIO A. INDUCTIVO 723,959 0.006
VICTOR S. CHIONGBIAN 688,732 0.006
RAFAEL JAY P. RAMORES 510,596 0.004
VICENTE GOQUIOLAY & CO., INC. 395,288 0.003
MAGDALENO B. DELMAR, JR. 361,458 0.003
CRISANTO L. DAPIGRAN 217,000 0.002
REGINA CAPITAL DEV. CORP. 000351 200,000 0.002
ALFRED REITERER 200,000 0.002
PACIFICO B. TACUB 150,661 0.001
ROMAN T. YAP 144,794 0.001

Under Article 6 of the Company’s Articles of Incorporation, all shareholders have been denied
their pre-emptive right to subscribe, purchase or take any part of any stock of the Company.

FOREIGN EQUITY HOLDERS

As of 30 November 2023, the percentage of the total outstanding capital stock of the Company
held by foreigners is 1.002%.

Class of Total Outstanding Local Shares Foreign Shares


Shares Shares
Common 11,599,600,690 11,483,343,704 116,256,986
Shares
Percentage 98.998% 1.002%
Holdings

CPGI’S DIVIDENDS AND DIVIDEND POLICY

The Company declares dividends yearly, either through Cash or Stock, to shareholders of
record, which are paid from the Company’s unrestricted retained earnings.

CPGI intends to maintain an annual cash dividend payment ratio for the issued and
outstanding Common Shares of the Company of approximately 10% of its consolidated net
income from the preceding fiscal year, subject to the requirements of applicable laws and
regulations, availability of unrestricted retained earnings, and the absence of circumstances
which may restrict the payment of such dividends as provided in certain loan agreements. As
of date, the Company has not established a formal policy on dividend payments.

Below is the summary of CPGI’s dividend declaration for 2013 until 2023.

Cash Dividends
Fiscal Year Total Amount of Amount of Date of Date of Payment
Dividends dividends per Declaration
share
2012 184,436,193 ₱0.019024 15 April 2013 16 May 2013

2013 184,471,576 ₱0.0190 30 April 2014 5 June 2014


2014 201,158,909 ₱0.0173418822 15 June 2015 16 July 2015
2015 ₱205,022,943 ₱0.0177 22 June 2016 20 July 2016

199
2016 ₱205,065,834 ₱0.0177 22 May 2017 19 June 2017
2017 ₱199,999,999 ₱0.0172 8 June 2018 6 July 2018
2018 ₱137,919,252 ₱0.01189 25 June 2019 23 July 2019
₱0.0063 18 September 2020
2019 ₱147,847,020 26 August 2020
₱0.0063 18 November 2020
₱0.0050 18 August 2021
2020 ₱114,923,406 21 July 2021
₱0.0050 18 October 2021
2021 0 0 - -
2022 ₱140,475,907.9 ₱0.006055 11 August 2023
29 June 2023
₱0.006055 13 October 2023

Below is the summary of the Company’s stock dividend declaration for Common
Shareholders.

Stock Dividends
Fiscal Year Total Number of Dividend Rate Date of Date of Payment
Shares Declaration
2013 1,999,999,993 20.661985% 13 October 2014 14 November 2014

CPGI’s net income for fiscal year 2015 was ₱1,530.6 Million, and it paid dividends of ₱205.0
Million to its stockholders in July of 2016. CPGI’s net income for fiscal year 2016 was ₱727.1
Million, and it paid dividends of ₱205.1 Million to its stockholders in June of 2017. CPGI’s net
income for fiscal year 2017 was ₱650 Million, and it paid dividends of ₱200 Million to its
stockholders in June of 2018. CPGI’s net income for fiscal year 2018 was ₱1,118 Million, and
it paid dividends of ₱138 Million to its stockholders in June of 2019. CPGI’s net income for
fiscal year 2019 was ₱1,479 Million, and it paid dividends of ₱148 Million to its stockholders
in September and November of 2020. CPGI’s net income for fiscal year 2020 was ₱1,149
Million, and it paid dividends of ₱115 Million to its stockholders in August and October of 2021.
CPGI’s net income for fiscal year 2022 was ₱1,404 Million, and it paid dividends of ₱140
Million to its stockholders in August and October of 2023.

The Subsidiaries do not have a stated dividend policy. CCDC declared dividends to CPGI of
₱100 Million in 2017 and ₱201 Million in 2018. CLC declared dividends to CPGI of ₱300 Million
in 2015 and ₱300 Million in 2016, ₱700 Million in 2017, ₱700 Million in 2018, ₱850 Million in
2019 and ₱350 Million in 2020 and ₱400 Million in 2022. CCDC II declared dividends to CPGI
of ₱140 Million in 2020 and ₱50 Million in 2022. CPMI declared dividends to CPGI of ₱49
Million in 2021 and ₱35 Million in 2022. PPHI declared dividends to CPGI of ₱80.62 Million in
2021, ₱155.61 Million in 2022 and ₱1,238.91 Million in January to September 2023. Each
subsidiary ensures that on aggregate, the Subsidiaries adhere to CPGI’s dividend policy of
distributing at least 10% of CPGI’s prior year’s net income.

200
RECENT SALES OF UNREGISTERED OR EXEMPT SECURITIES, INCLUDING RECENT
ISSUANCE OF SECURITIES CONSTITUTING AN EXEMPT TRANSACTION

Short-Term Master Promissory Notes

On 5 June 2023, the Company entered into a Master Trust and Agency Agreement with PNB
Trust for the Issuance of Short-Term Master Promissory Note (“MPN”).

On 7 July 2023, the Company issued a six-month Short-Term Series A MPN due 3 January
2024 amounting to ₱86 Million at a fixed rate of 6.7181% per annum. The proceeds of the
Short-Term MPN were utilized for the Company’s working capital and/or general corporate
purposes.

On 9 August 2023, the Company issued a six-month Short-Term Series B MPN due 5
February 2024 amounting to ₱144 Million at a fixed rate of 6.0731% per annum. The proceeds
of the Short-Term MPN were utilized for the Company’s working capital and/or general
corporate purposes.

On 13 September 2023, the Company issued a six-month Short-Term Series C MPN due 11
March 2024 amounting to ₱49 Million at a fixed rate of 6.7807% per annum. The proceeds of
the Short-Term MPN were utilized for the Company’s working capital and/or general corporate
purposes.

On 13 September 2023, the Company issued a twelve-month Short-Term Series D MPN due
7 September 2024 amounting to ₱63 Million at a fixed rate of 7.1457% per annum. The
proceeds of the Short-Term MPN were utilized for the Company’s working capital and/or
general corporate purposes.

The issuances of the MPN were made on the basis of Section 10.1(l) of the Securities
Regulation Code (“SRC”) or on the basis of the qualified buyer exemption, which is a
transaction exempt from the securities registration requirement. Accordingly, all the lenders or
the beneficial owners of the MPN are qualified buyers as such term is defined in the SRC and
its implementing regulations (as amended by SEC Memorandum Circular No. 6, series of
2021) (“SRC Rules”).

The CP IS form was submitted for each series as a notice of exemption from the registration
requirement prior to the issuance of the MPN, pursuant to Rule 10.1.6.1 of the SRC Rules.

201
SELECTED FINANCIAL INFORMATION
The selected financial information set forth in the following tables has been derived from the
Company’s unaudited interim condensed consolidated financial statements as of and for the
nine (9) months ending 30 September 2023 and 2022 and its audited consolidated financial
statements as of and for the years ending 31 December 2022, 2021 and 2020. This should be
read in conjunction with the unaudited interim condensed consolidated financial statements
and audited consolidated financial statements annexed to this Prospectus, the section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and other financial information included herein.

The Company’s unaudited interim condensed consolidated financial statements were


prepared in compliance with PAS 34, “Interim Financial Reporting”, as modified by the
application of the financial reporting reliefs issued and approved by the SEC, and were
reviewed by SGV & Co., in accordance with PSRE 2410 “Review of Interim Financial
Information Performed by the Independent Auditor of the Entity”. The Company’s audited
consolidated financial statements were prepared in accordance with the PFRS, as modified
by the application of the financial reporting reliefs issued and approved by the SEC, as
described in the notes to the audited consolidated financial statements, and were audited by
SGV & Co., in accordance with PSA.

The summary financial information set out below does not purport to project the results of
operations or financial condition of the Company for any future period or date.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


For the nine (9)
In Million Pesos (₱) months ended 30 For the years ended 31 December
September (Audited)
(Unaudited)
2023 2022 2022 2021 2020 2019
Revenue
Real estate sales 8,231 7,371 9,232 7,664 9,483 12,685
Leasing revenue 1,047 963 1,363 1,200 795 713
Property management fee and other services 345 303 423 400 390 412
Hotel Revenue 32 - - - - -
Interest income from real estate sales 40 111 109 180 168 504
Total Revenue 9,695 8,748 11,127 9,444 10,836 14,314

Cost
Cost of real estate sales 4,756 4,662 5,608 4,808 6,083 8,460
Cost of leasing 326 278 441 352 227 217
Cost of Hotel Services 31 - - - - -
Cost of services 192 196 268 273 286 295
Total Costs 5,305 5,136 6,317 5,433 6,596 8,972

Gross Profit 4,390 3,612 4,810 4,011 4,240 5,342

202
General, administrative and selling expenses 2,396 2,017 2,771 2,693 2,864 3,235

Other Income (Expenses)


Interest and other income 629 347 470 398 568 573
Gain on change in fair value of
investment properties (7) 22 28 226 559 261
Gain (loss) on change in fair value
of derivative asset - - - - - (76)
Share in net earnings of JVs
and associate 2 4 4 9 7 11
Interest and other financing charges (970) (672) (918) (895) (948) (937)

Unrealized foreign exchange loss (gain) - - 1 3 2 (117)


Total Other Income (Expenses) (346) (299) (415) (259) 188 (285)

Income Before Tax 1,648 1,296 1,624 1,059 1,564 2,056

Provision for Income Tax 344 150 219 (210) 415 577

Net Income 1,304 1,146 1,405 1,269 1,149 1,479

Other Comprehensive Income


Net change in fair value of equity instruments at fair
value through OCI 0 0 0 0 (1) 0
Remeasurement (Loss) Gain on Defined Benefit
Plan 0 (5) 64 76 (37) (15)
Total Comprehensive Income 1,304 1,141 1,469 1,345 1,111 1,464

203
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

For the nine


(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)

2023 2022 2021 2020 2019


ASSETS
Current Assets
Cash and cash equivalents 3,832 4,131 3,693 2,474 4,005
Short-term investments 18 37 1,033 285 -
Receivables 10,383 9,845 9,295 11,491 10,967
Real estate inventories 16,659 17,724 16,143 14,651 15,558
Due from related parties 1,101 975 527 464 420
Advances to suppliers and
contractors 1,724 1,750 2,427 2,428 2,007
Investment in bonds - - - 464 -
Prepayments and other current
assets 2,002 1,642 1,895 1,810 1,409
Total Current Assets 35,719 36,104 35,013 34,067 34,366

Noncurrent Assets
Real estate receivables – net of
current portion 1,063 109 366 125 1,138
Investment in bonds - - - - 464

Investment in and advances to JV 277 275 275 265 259


Deposits for purchased land 1,112 1,410 1,359 1,354 1,079
Investment properties 12,388 12,395 13,995 13,628 12,933
Property and equipment 2,480 2,484 1,816 1,784 1,648
Deferred tax assets – net 44 34 27 86 42
Other noncurrent assets 1,174 1,120 1,657 1,700 1,513
Total Noncurrent Assets 18,538 17,827 19,494 18,942 19,076

TOTAL ASSETS 54,257 53,931 54,507 53,009 53,442

LIABILITIES AND EQUITY


Current Liabilities
Accounts and other payables 5,627 4,995 5,251 5,592 5,703
Contract liabilities 3,282 2,769 3,049 1,458 1,784
Short-term debt 579 235 468 812 1,453
Current portion of long-term debt 3,980 2,192 5,468 5,447 5,462
Current portion of bonds payable 2,993 - 2,992 119 1,393
Current portion of liability for
purchased land 67 67 67 67 67
Current portion of lease liability 14 16 26 5 22
Due to related parties 390 358 317 270 171
Income tax payable 205 69 70 62 9
Other current liabilities 76 68 109 352 35
Total Current Liabilities 17,213 10,769 17,817 14,184 16,099

Noncurrent Liabilities
Long-term debt – net of current
portion 5,270 8,814 6,371 9,409 9,881
Bonds payable – net of current
portion 5,874 5,917 2,955 2,966 3,060

204
For the nine
(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)

2023 2022 2021 2020 2019


Liability for purchased land – net of
current portion 0 64 141 208 268
Lease liability – net of current
portion 9 12 32 - 40
Pension liabilities 252 231 280 373 307

Deposit for future stock subscription - - - - 42


Deferred tax liabilities – net 2,557 2,542 2,648 2,952 2,708
Other noncurrent liabilities 1,726 1,790 1,913 1,786 1,421
Total Noncurrent Liabilities 15,688 19,370 14,340 17,694 17,727

Total Liabilities 32,901 30,139 32,157 31,878 33,826

Equity
Capital stock
Common Stock 6,201 6,201 6,201 6,201 6,201
Preferred Stock 16 16 16 16 -
Additional paid-in capital 5,525 5,525 5,525 5,525 2,640
Treasury shares (3,110) (110) (110) (110) (110)
Other components of equity (683) (683) (683) (683) 99
Retained earnings 11,120 10,514 9,814 9,029 8,734
Remeasurement Loss on Defined
Benefit Plan 18 17 (43) (118) (81)
Total equity attributable to Parent
Company 19,087 21,480 20,720 19,859 17,483
Non-controlling interests 2,269 2,312 1,630 1,272 2,133
Total Equity 21,356 23,792 22,350 21,131 19,616

TOTAL LIABILITIES AND EQUITY 54,257 53,931 54,507 53,009 53,442

205
CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine


(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)
2023 2022 2021 2020 2019
CASH FLOWS FROM OPERATING
ACTIVITIES
Income before income tax 1,648 1,624 1,059 1,565 2,056
Adjustments for:
Interest and other financing
charges 970 918 895 948 937
Loss (gain) from change in fair
value of derivative - - - - 76
Depreciation and amortization 89 56 68 59 58
Retirement expense 21 47 50 54 41
Loss on pre-termination of
derivative - - - - 40
Gain from pre-termination of
lease contracts - - - (6) -
Impairment of investment in
associate - - - - -
Interest income (158) (163) (220) (263) (616)
Gain from change in fair value of
investment properties 7 (28) (225) (559) (261)
Foreign exchange loss (gain) - - - - (116)
Impairment on investment in
-
joint venture 3 - - -
Share in net earnings of joint
ventures and associate (2) (4) (9) (7) (11)
Loss (gain) on sale of
investment property - 1 34 13 (4)
Operating income before working
capital changes 2,575 2,454 1,651 1,804 2,199
Decrease (increase) in:
Receivables (1,451) (184) 2,135 489 (1,336)
Real estate inventories 1,483 127 (1,317) 1,455 2,735
Advances to suppliers and
26
contractors 677 1 (421) 230
Other assets (313) 306 (27) (650) (423)
Increase (decrease) in:
Accounts and other payables 608 (256) (8) (488) 759
Contract liabilities 513 (280) 1,591 (326) (510)
Liability from purchased land
intended for development (63) (77) (67) (60) (33)
Other liabilities (140) (80) (117) 590 418
Cash generated by (used in)
operations 3,237 2,686 3,841 2,392 4,038
Interest received 118 53 40 263 616
Interest and other financing
costs paid (960) (1,018) (1,150) (1,273) (1,944)
Income taxes paid (300) (288) (63) (137) (363)
Retirement benefits paid - (15) (31) (43) (6)
Net cash provided by (used in)
operating activities 2,094 1,418 2,637 1,203 2,341
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from:
Refund of deposits for
purchased land - - - - 182
Sale of investment properties - 31 93 29 157
Marginal deposits - - - - 32
Refund of rental deposits - - - 20 7
Sale of property and equipment - - 12 - -
Maturity of short-term
investments 19 996 464 - -
Payments for:
Additions to investment
properties - (13) (269) (113) (1,251)

206
For the nine
(9) months For the years ended 31 December
ended 30 (Audited)
In Million Pesos (₱)
September
(Unaudited)
2023 2022 2021 2020 2019
Additions to short-term
investments - - (747) (285) -
Additions to investment in bonds - - - - (464)
Additions to property and
equipment (81) (160) (29) (223) (355)
Deposits for purchased land - (81) (5) (275) (238)
Intangible assets (7) - (22) (5) (2)
Marginal deposits - - - - -
Acquisition of non-controlling
interest - - - (1,900) -
Collections from (advances to)
related parties (126) (443) (63) (45) (25)
Net cash used in investing
activities (195) 329 (566) (2,798) (1,957)
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from:
Short-term and long-term debt 1,476 6,776 3,365 6,100 12,464
Issuance of preferred stock - - - 2,911 -
Deposits for preferred shares 1 (30) - 56 412
Issuance of bonds payable 3,000 3,000 3,000 - 3,000
Additional investment from non-
controlling interest - 320 200 - 827
Deposits for future stock
subscription - - - - 42
Receipts of advances from
related parties 32 41 47 126 72
Payments for:
Short-term and long-term debt (2,898) (7,869) (6,751) (7,225) (14,807)
Deferred financing cost (82) (117) (83) (86) (150)
Cash dividends (216) (202) (327) (297) (126)
Dividends paid to non-controlling
interest (500) (200) (160) (96) -
Lease liabilities (11) (29) (24) (17) (11)
Deposits for preferred shares - - - - -
Bonds payable - (3,000) (119) (1,394) -
Redemption of preferred shares (3,000)
Bond issuance cost - - - (14) -
Stock issuance cost - - - - (52)
Net cash provided by financing
activities (2,198) (1,310) (852) 64 1,670
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (299) 438 1,220 (1,531) 2,055
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 4,131 3,693 2,474 4,005 1,950
CASH AND CASH EQUIVALENTS
AT END OF YEAR 3,832 4,131 3,693 2,474 4,005

SEGMENT REVENUE AND NIAT

Nine (9)-
Months CPGI &
CPGI
ended 30 CLC CCC CPMI CCDC CDLC PPHI CPC Eliminating
Consolidated
September Entries
2023
Revenue 3,692 - 345 1,283 - 4,394 - (20) 9,695
Net Income 550 (8) 67 166 0 1,096 (42) (610) 1,304

Nine (9)- CPGI &


CPGI
Months CLC CCC CPMI CCDC CDLC PPHI CPC Eliminating
Consolidated
ended 30 Entries

207
September
2022

2,747 - 303 1,930 - 3,805 - (36) 8,748


Revenue
Net Income 815 (8) 45 485 - 683 (11) (861) 1,146

CPGI &
CPGI
FY 2022 CLC CCC CPMI CCDC CDLC PPHI CPC Eliminating
Consolidated
Entries
Revenue 3,147 0 423 2,438 0 5,160 0 (43) 11,126
Net Income 738 (7) 49 655 0 1,078 (24) (1,084) 1,405

CPGI &
CPGI
FY 2021 CLC CCC CPMI CCDC CDLC PPHI CPC Eliminating
Consolidated
Entries
3,810 - 400 2,166 - 3,068 - - 9,444
Revenue
904 (6) 27 869 - 463 - (987) 1,269
Net Income

CPGI &
CPGI
FY 2020 CLC CCC CPMI CCDC CDLC PPHI Eliminating
CPC Consolidated
Entries
5,754 651 390 2,447 - 1,606 - (12) 10,836
Revenue
Net Income 786 42 11 711 - 223 - (623) 1,149

CPGI &
CPGI
FY 2019 CLC CCC CPMI CCDC CDLC PPHI CPC Eliminating
Consolidated
Entries
8,666 14 412 4,739 - 844 - (361) 14,314
Revenue
Net Income 1,477 2 13 337 (3) 37 - (384) 1,479

Note:
(1) Includes CPGI’s separate revenue and net income, aside from that of its subsidiaries. Also, includes
intercompany revenue and expense eliminating entries for consolidation.

FINANCIAL RATIOS

Please refer to the section entitled “Selected Financial Information” located on page 202 of
this Prospectus for further details.

For the nine (9) months


For the years ended
In Million Pesos (₱) ended 30 September
31 December (Audited)
(Unaudited)
2023 2022 2022 2021 2020 2019

Net income attributable to the equity


holders of the parent company 847 777 901 950 796 1,282
Dividends declared to preferred
shares 101 151 202 50 353 -
746 626 699 900 443 1,282

Weighted average number of shares 11,600 11,600 11,600 11,600 11,600 11,600
EPS, basic / diluted (₱) 0.064 0.054 0.060 0.078 0.038 0.110

Gross Profit Margin


Revenue 9,695 8,748 11,126 9,444 10,836 14,314
Gross Profit 4,390 3,612 4,809 4,011 4,240 5,342
Gross Profit Margin (%) 45.3% 41.3% 43.2% 42.5% 39.1% 37.3%

208
For the nine (9) months
For the years ended
In Million Pesos (₱) ended 30 September
31 December (Audited)
(Unaudited)
2023 2022 2022 2021 2020 2019
NIAT Margin
Net income 1,304 1,146 1,405 1,269 1,149 1,479
Revenue 9,695 8,748 11,126 9,444 10,836 14,314
NIAT Margin (%) 13.5% 13.1% 12.6% 13.4% 10.6% 10.3%

Return on Asset (ROA)


Total annualized net income after
tax 1,739 1,528 1,405 1,269 1,149 1,479
Total asset current year 54,257 53,629 53,931 54,507 53,009 53,442
Total asset as of beginning
of period 53,931 54,507 54,507 53,009 53,442 49,366
Average total asset 54,094 54,068 54,219 53,758 53,225 51,404
ROA (%) 3.2% 2.8% 2.6% 2.4% 2.2% 2.9%

Return on Equity (ROE)


Total annualized net income after
tax 1,739 1,528 1,405 1,269 1,149 1,479
Total equity current year 21,356 23,460 23,792 22,350 21,131 19,616
Total equity prior year 23,792 22,350 22,350 21,131 19,616 17,463
Average total equity 22,574 22,905 23,071 21,740 20,373 18,539
ROE (%) 7.7% 6.7% 6.1% 5.8% 5.6% 8.0%

Interest coverage ratio


Total net income after tax 1,304 1,146 1,405 1,269 1,149 1,479
Add: Provision for income tax 344 150 219 (210) 415 577
Add: Interest expense 890 581 796 795 784 748
EBIT 2,538 1,877 2,420 1,855 2,349 2,804
Interest expense 890 581 796 795 784 748
Interest coverage ratio (x) 2.85 3.23 3.04 2.33 3.00 3.75

Debt service coverage ratio


Total debt service excluding sale of
receivables with recourse and
refinancing 3,590 4,853 6,230 4,538 4,538 3,367
Add: Cash and cash equivalents 3,842 3,328 4,131 3,693 2,474 4,005
Cash Before Debt Service 7,432 8,180 10,361 8,231 7,012 7,372
Divide: Debt service 3,590 4,853 6,230 4,538 4,538 3,367
Debt service coverage ratio (x) 2.07 1.69 1.66 1.81 1.55 2.19

Current ratio
Current Assets 35,720 33,951 36,104 35,013 34,067 34,366
Current Liabilities 17,213 11,435 10,769 17,817 14,183 16,099
Current ratio (x) 2.1 3.0 3.4 2.0 2.4 2.1

Quick Ratio
Current Assets 35,720 33,951 36,104 35,013 34,067 34,366
Inventory 16,659 15,519 17,723 16,143 14,651 15,558
Quick Assets 19,061 18,432 18,380 18,870 19,416 18,807
Current Liabilities 17,213 11,435 10,769 17,817 14,184 16,099
Quick Ratio (x) 1.1 1.6 1.7 1.1 1.4 1.2

Debt to equity ratio


Short-term debt 579 304 235 468 812 1,453
Current portion of long-term debt 3,980 2,600 2,192 5,468 5,447 5,462
Current portion of bonds payable 3,000 0 0 2,992 119 1,393
Long-term debt – net of current
Portion 5,270 8,070 8,814 6,371 9,409 9,881
Bonds payable – net of current 5,867 5,909 5,917 2,955 2,966 3,060
Debt 18,695 16,883 17,159 18,254 18,753 21,248
Equity 21,356 23,460 23,792 22,350 21,131 19,616

209
For the nine (9) months
For the years ended
In Million Pesos (₱) ended 30 September
31 December (Audited)
(Unaudited)
2023 2022 2022 2021 2020 2019
Debt to equity ratio (x) 0.9 0.7 0.7 0.8 0.9 1.1

Net debt to equity ratio


Debt 18,695 16,883 17,159 18,254 18,753 21,248
Less: Cash and cash equivalents 3,832 3,328 4,131 3,693 2,474 4,005
Net Debt 14,864 13,556 13,028 14,561 16,279 17,243
Total Equity 21,356 23,460 23,792 22,351 21,131 19,616
Net debt to equity ratio (x) 0.7 0.6 0.5 0.7 0.8 0.9

EBITDA
Net income after tax 1,304 1,146 1,405 1,269 1,149 1,479
Provision for income tax 344 150 219 (210) 415 577
Income before Income Tax 1,648 1,296 1,624 1,059 1,564 2,056
Interest expense 890 581 796 795 784 748
Depreciation and amortization 89 46 56 68 59 58
EBITDA 2,627 1,923 2,476 1,922 2,408 2,861

Debt
Debt 18,695 16,883 17,159 18,254 18,753 21,248
EBITDA (Annualized for Interim) 3,502 2,564 2,476 1,922 2,408 2,861
Debt-to-EBITDA (x) 5.3 6.6 6.9 9.5 7.8 7.4

Net Debt 14,864 13,556 13,028 14,561 16,279 17,243


EBITDA (Annualized for Interim) 3,502 2,564 2,476 1,922 2,408 2,861
Net Debt-to-EBITDA 4.2 5.3 5.3 7.6 6.8 6.0

Asset to equity ratio


Total Assets 54,257 53,629 53,931 54,507 53,009 53,442
Total Equity 21,356 23,460 23,792 22,350 21,131 19,616
Asset to equity ratio (x) 2.5 2.3 2.3 2.4 2.5 2.7

Total Liabilities / Total Equity


Total Liabilities 32,901 30,169 30,139 32,156 31,878 33,826
Total Equity 21,356 23,460 23,792 22,350 21,131 19,616
Total Liabilities / Total Equity 1.5 1.3 1.3 1.4 1.5 1.7

Notes:

a) These financial ratios are not required by and are not a measure of performance under PFRS. Investors should
not consider these financial ratios in isolation or as an alternative to net income as an indicator of the Group’s
operating performance or to cash flow from operating, investing and financing activities as a measure of
liquidity, or any other measures of performance under PFRS. Because there are various calculation methods
for these financial ratios, the Group’s presentation of these measures may not be comparable to similarly titled
measures used by other companies.
b) Gross Profit is the Group’s Core Revenue (Real estate sales, Leasing revenue, Property management fee and
other services, Interest income from accretion) less its Direct Costs (Cost of real estate sales, Cost of Leasing,
Cost of services). Gross Profit Margin is computed by dividing the Group’s Gross Profit by its Core Revenue.
c) NIAT Margin is computed by dividing Net income attributable to the owners of the parent company by its Core
Revenue.
d) Return on assets is calculated by dividing net income (net income for the nine (9)-month period ended
September 30 divided by three multiplied by four) for the period by average total assets (beginning plus end
of the period divided by two).
e) Return on equity is calculated by dividing net income (net income for the nine (9)-month period ended
September 30 divided by three multiplied by four) for the period by average total equity (beginning plus end of
the period divided by two).
f) Interest coverage ratio is equal to EBIT divided by interest expenses.
g) Debt service coverage ratio is equal to the sum of the Company’s total debt service for period and cash and
cash equivalents divided by the total debt service. Debt service means debt principal amortizations, interest
payments, financing fees and charges during such period, with the exclusion of payments made for the period
pertaining to refinancing activities and rediscounting of receivables transactions sold on a with recourse basis.

210
h) Current ratio is obtained by dividing the Current Assets of the Group by its Current liabilities. This ratio is used
as a test of the Group’s liquidity.
i) Quick ratio is calculated by dividing Quick Assets (Current Assets less Inventory) of the Group by its Current
Liabilities. This ratio is used as a test of the Group’s liquidity.
j) Debt-to-EBITDA is calculated by dividing EBITDA (EBITDA for the nine (9)-month period ended September
30 divided by three multiplied by four) for the period by total interest-bearing debt.
k) Debt-to-equity ratio computed by dividing total interest-bearing debt (includes short-term and long-term debts
and bonds payable) by total equity.
l) Net debt-to-equity ratio is calculated as total interest-bearing debt minus cash and cash equivalents divided
by total equity as of the end of the period.
m) Asset-to-equity ratio is total assets over total equity.
n) Liabilities-to-equity ratio is total liabilities over total equity.
o) EBITDA is computed by adding back provision for income tax, interest expense, and depreciation and
amortization to the net income for the period.

211
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This should be read in conjunction with the interim consolidated financial statements and
audited consolidated financial statements annexed to this Prospectus, as well as the yearly
filed 17A and quarterly filed 17Q.

REVIEW OF NINE (9)-MONTH 2023 VS NINE (9)-MONTH 2022

Results of Operations and Material Changes to the Company’s Income Statement for
the nine (9)-month period ended 30 September 2023 compared to nine (9)-month period
ended 30 September 2022
(In Millions of Pesos)
Movement
2023 2022 Amount %
REVENUE
Real estate revenue ₱8,230.64 ₱7,370.74 ₱859.91 11.67%
Leasing revenue 1,046.94 962.78 84.16 8.74%
Property management fee and other services 344.50 303.11 41.39 13.65%
Hotel Revenue 32.39 - 32.39 100.00%
Interest income from real estate sales 40.12 111.83 (71.71) -64.12%
9,694.60 8,748.46 946.14 10.81%

COST AND EXPENSES


Cost of real estate revenue 4,756.00 4,662.39 93.62 2.01%
Cost of leasing 326.52 278.07 48.46 17.43%
Cost of hotel services 30.83 - 30.83 100.00%
Cost of services 191.58 195.46 (3.88) -1.98%
5,304.93 5,135.91 169.02 3.29%
GROSS PROFIT 4,389.66 3,612.55 777.12 21.51%
GENERAL, ADMINISTRATIVE
AND SELLING EXPENSES 2,396.18 2,017.01 379.17 18.80%
OTHER INCOME (EXPENSES)
Interest and other income 629.40 346.58 282.83 81.61%
Gain from change in fair value of investment
properties (7.21) 21.78 (28.99) -133.11%
Share in net earnings of JVs and associate 1.96 3.92 (1.96) -50.00%
Interest and other financing charges (969.91) (671.69) (298.22) 44.40%
(345.75) (299.41) (46.34) 15.48%
INCOME BEFORE INCOME TAX 1,647.73 1,296.13 351.60 27.13%
PROVISION FOR INCOME TAX 343.62 149.78 193.84 129.42%
NET INCOME ₱1,304.11 ₱1,146.35 ₱157.76 13.76%

11.67% increase in real estate revenue


The increase in real estate revenue is mostly due to increase in sales take up, collections and construction activities
of affordable housing projects during the period.

8.74% increase in leasing revenue


The increase was mainly increase in the number of tenants during the period.

100.00% increase in hotel revenue


The increase was mainly due to the commencement of hotel operations during the year.

212
13.65% increase in property management fee and other services
The increase is primarily due to increase in management fee and service rates for property managed.

64.12% decrease in interest income from real estate sales


Interest income from real estate sales represents interest accretion from installment contract receivables (ICR) and
contract asset recognized during the year. Discount subject to accretion arises from the difference between present
value of ICR and contract asset and its nominal value. Interest income decreased since majority of the projects are
already turned over.

17.43% increase in cost of leasing


The increase is directly attributable to higher leasing revenues.

100.00% increase in cost of hotel services


The increase is directly related to hotel revenues during the year.

18.80% increase in general, administrative and selling expenses


The increase is directly related to higher selling and marketing expenses for the affordable business segment due
to higher sales take up and upfront expenses for newly launched projects.

81.61% increase in interest and other income


The increase is mainly attributable to the increase in interest income from cash in banks, money market placements
and short-term investment and increase in forfeited collections.

133.11% decrease in gain from change in fair value


The decrease is mainly attributable to lower fair value of Centuria Medical Makati and Century City Mall in 2023
compared to the same period in 2022.

50.00% decrease in share in net income from its associate


The decrease is due to lower reported income of some associates.

44.40% increase in interest and other financing charges


The increase was due to higher outstanding interest-bearing debt.

129.42% increase in Provision for Income Tax


The increase was primarily due to higher taxable income during the period.

As a result of the foregoing, net income increased by 13.76%.

213
Financial Condition and Material Changes to the Company’s Statement of Financial
Position for the period-ended 30 September 2023 compared to 31 December 2022
(In Millions of Pesos)
Movement
2023 2022 Amount %
ASSETS
Cash and cash equivalents ₱3,831.62 ₱4,130.88 (₱299.26) -7.24%
Short-term investments 18.26 36.79 (18.53) -50.37%
Receivables 10,382.80 9,845.28 537.52 5.46%
Real estate inventories 16,658.86 17,723.40 (1,064.54) -6.01%
Due from related parties 1,101.24 975.32 125.92 12.91%
Advances to suppliers and contractors 1,724.45 1,749.97 (25.52) -1.46%
Other current assets 2,002.29 1,642.04 360.25 21.94%
Total Current Assets 35,719.52 36,103.68 (384.16) -1.06%
Noncurrent portion of installment contract receivables 1,062.90 109.04 953.86 874.78%
Deposits for purchased land 1,111.79 1,409.48 (297.69) -21.12%
Investments in and advances to JVs and associate 277.33 275.37 1.96 0.71%
Investment properties 12,387.77 12,394.98 (7.21) -0.06%
Property and equipment 2,479.65 2,484.32 (4.67) -0.19%
Deferred tax assets–- net 43.87 33.20 10.67 32.14%
Other noncurrent assets 1,174.12 1,121.02 53.10 4.74%
Total Noncurrent Assets 18,537.43 17,827.41 710.02 3.98%
TOTAL ASSETS 54,256.94 53,931.09 325.85 0.60%

LIABILITIES
Accounts and other payables 5,627.98 4,994.70 633.28 12.68%
Contract liabilities 3,281.83 2,769.10 512.73 18.52%
Short-term debt 579.01 235.14 343.87 146.24%
Current portion of:
Long-term debt 3,979.92 2,192.45 1,787.47 81.53%
Bonds Payable 2,992.85 - 2,992.85 100.00%
Liability from purchased land 67.20 67.20 - 0.00%
Lease Liability 14.40 15.43 (1.03) -6.65%
Due to related parties 389.93 358.06 31.87 8.90%
Income Tax Payable 204.53 68.58 135.95 198.24%
Other current liabilities 75.66 68.16 7.50 11.00%
Total Current Liabilities 17,220.46 10,768.82 6,451.64 59.91%
Noncurrent portion of:
Long-term debt 5,269.67 8,813.86 (3,544.19) -40.21%
Bonds Payable 5,873.93 5,917.25 (43.32) -0.73%
Liability from purchased land 0.45 63.78 (63.33) -99.29%
Lease Liability 9.15 12.30 (3.15) -25.58%
Pension liabilities 251.67 231.19 20.48 8.86%
Deferred tax liabilities 2,557.50 2,542.14 15.36 0.60%
Other noncurrent liabilities 1,725.63 1,789.21 (63.58) -3.55%
Total Noncurrent Liabilities 15,680.85 19,369.73 (3,688.88) -19.04%
Total Liabilities 32,901.31 30,138.55 2,762.76 9.17%
EQUITY
Capital stock
Common 6,200.85 6,200.85 - 0.00%
Preferred 15.90 15.90 - 0.00%
Additional paid-in capital 5,524.78 5,524.78 - 0.00%
Treasury shares (3,109.67) (109.67) (3,000.00) 2,735.48%
Other components of equity (683.20) (683.20) - 0.00%
Retained earnings 11,120.11 10,514.10 606.01 5.76%
Remeasurement loss on defined benefit plan 17.66 17.44 0.22 1.25%
Total Equity Attributable to Equity Holders 19,086.42 21,480.20 (2,393.78) -11.14%
of the Parent Company
Non-controlling interests 2,269.21 2,312.34 (43.13) -1.87%
Total Equity 21,355.63 23,792.54 (2,436.91) -10.24%
TOTAL LIABILITIES AND EQUITY ₱54,256.94 ₱53,931.09 325.85 0.60%

7.24% decrease in cash and cash equivalents


The decrease is primarily due to repayment of debt during the year.

214
50.37% decrease in short-term investments
During the year the Group decreased the placement on money market exceeding three (3) months but less than
one (1) year.

14.98% increase in total current receivables and noncurrent portion of installment contract receivables
The increase is due to growth in recognized real estate revenues and leasing revenues recognized.

12.91% increase in due from related parties


Due to additional advances from related parties, which are made at normal market prices. Outstanding balances
at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable on demand.

14.96% increase in total other current and non-current assets


The increase is primarily due to increase in creditable withholding taxes and input taxes.

21.12% decrease in deposit for purchased land


The increase is due to application of deposit for purchased land as payment for purchased land.

32.14% increase in deferred tax assets


The increase is due to higher future deductible amount during the year.

12.68% increase in accounts and other payables


The increase is primarily due to accruals made at the end of the period and increase in inventory related
purchases.

18.52% increase in contract liabilities


The increase is attributable to collections from customers booked as liability pending satisfaction of criteria for
revenue recognition.

12.57% decrease in total current and noncurrent short-term debt and long-term debt
The decrease was due to net repayment of loans during the period.

49.85% increase in total current and noncurrent bonds payable


The increase was due to new issuance of bond in March 2023.

48.35% decrease in total current and noncurrent liabilities from purchased land
Due to payment made during the period.

8.90% increase in due to related parties


The increase is due to additional purchases from related parties, which are made at normal market prices.
Outstanding balances at year-end are unsecured, interest-free, settlement occurs in cash and collectible/ payable
on demand.

198.24% increase in income tax payable


Due primarily to higher taxable income during the period.

10.24% decrease in total stockholders’ equity


Due to redemption of preferred shares and declaration of dividends to preferred shareholders, minority
shareholders and common shareholders net of the income recognized for the nine-months period ended 30
September 2023.

There are no known trends or any known demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in the Company’s liquidity increasing or decreasing in any material way.

There are no events that will trigger a direct or contingent financial obligation that is material to the Company,
including any default or acceleration of an obligation.

There are no material commitments for capital expenditures.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a
material favorable or unfavorable impact on net sales or revenues or income from continuing operations.

There are no significant elements of income or loss that did not arise from the Company’s continuing operations.

There are no seasonal aspects that had a material effect on the financial condition or results of operations of the
Company.

215
The top five (5) key performance indicators of the Company are shown below:

Key Performance Indicators 30 September 2023 30 September 2022


(Unaudited) (Unaudited)
Current Ratios (a) 2.2x 3.0x
Debt to Equity (b) 0.9x 0.7x
Debt to EBITDA (c) 5.3x 6.6x
Return on Assets (d) 3.2% 2.8%
Return on Equity (e) 7.7% 6.7%

Notes:

a) Current ratio is obtained by dividing the Current Assets of the Company by its Current liabilities. This ratio is
used as a test of the Company’s liquidity.
b) Debt to Equity ratio computed by dividing total interest-bearing debt (includes short-term and long-term debts
and bonds payable) by total equity.
c) Debt to EBITDA is calculated by dividing annualized EBITDA by total interest-bearing debt.
d) Return on assets is calculated by dividing annualized net income by average total assets (beginning plus end
of the period divided by two).
e) Return on equity is calculated by dividing annualized net income by average total equity (beginning plus end of
the period divided by two).

Current ratio decreased mainly due to the increase in current liabilities, primarily as a result of in maturing of bonds
payable and long-term debt.

Debt to equity increased considering due to decrease in equity as a result of the redemption of preferred shares.

Debt to EBITDA decreased primarily due to the increase in annualized EBITDA as of 30 September 2023 compared
to the same period as of 30 September 2022.

Return on Assets and Return on Equity increased due to higher annualized net income recognized during the
period ended 30 September 2023 compared to the same period ended 30 September 2022.

Key Performance Indicators

Selected Financial Indicators


30 September 2023 and 30 September 2022
Financial Ratios 30-Sep-23 30-Sep-22
(Unaudited) (Unaudited)
Current/Liquidity Ratios
Current Assets 35,719,516,285 33,951,432,879
Current Liabilities 17,213,310,516 11,435,171,145
Current Ratios 2.1 3.0

Current Assets 35,719,516,285 33,951,432,879


Inventory 16,658,863,431 15,519,401,708
Quick Assets 19,060,652,854 18,432,031,171
Current Liabilities 17,213,310,516 11,435,171,145
Quick Ratios 1.1 1.6

Liabilities and Debt Ratios


Short-term debt 579,012,745 304,454,458
Long-term debt – Current 3,979,919,509 2,600,048,005
Long-term debt – Non-current 5,269,665,115 8,069,847,414
Bonds payable 8,866,782,827 5,908,945,537
Debt 18,695,380,196 16,883,295,414
Equity 21,355,629,627 23,460,424,264
Debt-to-Equity 0.9 0.7

Debt 18,695,380,196 16,883,295,414


Cash and Cash Equivalents 3,831,615,470 3,327,745,535
Net Debt 14,863,764,726 13,555,549,879
Equity 21,355,629,627 23,460,424,264

216
Financial Ratios 30-Sep-23 30-Sep-22
(Unaudited) (Unaudited)
Net Debt-to-Equity 0.7 0.6

Debt 18,695,380,196 16,883,295,414


EBITDA (Annualized for Interim) 3,502,352,588 2,564,548,521
Debt-to-EBITDA 5.3 6.6

Income before Income Tax 1,647,729,386 1,296,129,556


Interest Expense 890,121,045 581,023,635
Depreciation and amortization 88,914,010 46,258,200
EBITDA 2,626,764,441 1,923,411,391

Asset to Equity Ratios


Total Assets 54,256,942,249 53,629,580,708
Total Equity 21,355,629,627 23,460,424,264
Asset to Equity Ratio 2.5 2.3

Liabilities to Equity Ratio


Total Liabilities 32,901,312,622 30,169,156,444
Total Equity 21,355,629,627 23,460,424,264
Liabilities to Equity Ratio 1.5 1.3

Profitability Ratios
Revenue 9,694,596,140 8,748,457,563
Gross Profit 4,389,662,114 3,612,546,825
Gross Profit Ratio 45% 41%

Total Net Income after tax 1,738,816,997 1,528,471,119


Total Asset CY 54,256,942,249 53,629,580,708
Total Asset PY 53,931,100,448 54,506,509,548
Average Total Asset 54,094,021,349 54,068,045,128
Return on Asset 3.2% 2.8%

Total Net Income after tax 1,738,816,997 1,528,471,119


Total Asset CY 21,355,629,627 23,460,424,264
Total Asset PY 23,792,541,874 22,350,664,641
Average total equity 22,574,085,751 22,905,544,453
Return on Equity 7.7% 6.7%

Net Income 1,304,112,748 1,146,353,339


Revenue 9,694,596,140 8,748,457,563
Net Income after Tax Margin 13.5% 13.1%

217
REVIEW OF YEAR END 2022 VS YEAR END 2021

Results of Operations and Material Changes to the Company’s Income Statement for
the year ended 31 December 2022 compared to the year ended 31 December 2021
(In Millions of Pesos)

Movement
2022 2021 Amount %
REVENUE
Real estate revenue P
= 9,231.48 ₱7,664.40 P
= 1,567.08 20.45%
Leasing revenue 1,362.47 1,200.37 162.11 13.50%
Property management fee and other services 423.37 400.01 23.36 5.84%
Interest income from real estate sales 109.32 180.12 (70.80) -39.31%
11,126.65 9,444.90 1,681.75 17.81%
COST AND EXPENSES
Cost of real estate revenue 5,607.26 4,808.42 798.84 16.61%
Cost of leasing 440.82 352.04 88.77 25.22%
Cost of services 268.35 272.73 (4.38) -1.61%
6,316.43 5,433.19 883.23 16.26%
GROSS PROFIT 4,810.22 4,011.70 798.52 19.90%

GENERAL, ADMINISTRATIVE AND


SELLING EXPENSES 2,771.10 2,692.91 78.19 2.90%
OTHER INCOME (EXPENSES)
Interest and other income 469.28 397.55 71.73 18.04%
Gain from change in fair values of investment
28.25 225.50 (197.25) -87.47%
properties
Income from investment in associate 3.92 8.94 (5.03) -56.20%
Foreign exchange gain (loss) 1.06 3.21 (2.15) -66.96%
Interest and other financing charges (917.89) (894.59) (23.30) 2.60%
(415.39) (259.39) (156.00) 60.14%
INCOME BEFORE INCOME TAX 1,623.73 1,059.41 564.33 53.27%
PROVISION FOR INCOME TAX 218.97 (209.70) 428.67 -204.42%
NET INCOME P
= 1,404.76 ₱1,269.11 P
= 135.65 10.69%

20.45% increase in real estate revenue


The increase in real estate revenue is mostly due to increase in sales take up, collections and construction activities
of affordable housing projects during the period.

13.50% increase in leasing revenue


The increase was mainly due to the increase in the number of tenants during the period.

5.84% increase in property management fee and other services


The increase is primarily due to the increase in management fee and service rates for property managed.

39.31% decrease in interest income from real estate sales


Interest income from real estate sales represents interest accretion from installment contract receivables (ICR) and
contract asset recognized during the year. Discount subject to accretion arises from the difference between present
value of ICR and contract asset and its nominal value. Income decreased since majority of the projects are already
turned over.

16.61% increase in cost of sales


The increase is mainly due to the increase in real estate revenues.

25.22% increase in cost of leasing


The increase is directly attributable to higher leasing revenues.
.
18.04% increase in interest and other income
The increase is mainly attributable to the increase in interest income from cash in banks, money market placements
and short-term investments and increase in forfeited collection or cancelled buyers discount.

218
87.47% decrease in gain from fair value of investment property
The decrease is mainly attributable to lower incremental fair value appreciation of Century Diamond Tower in 2022
compared to the same period in 2021.

56.20% decrease in share in net income from its associate


The decrease is due to lower reported income of some associates.

204.42% increase in provision for income tax


The increase was primarily due to higher taxable income during the period and impact of change in corporate
income tax rate as a result of CREATE Law in 2021.

As a result of the foregoing, net income increased by 10.69%

219
Financial Condition and Material Changes to the Company’s Statement of Financial
Position for the year ended 31 December 2022 compared to 31 December 2021
(In Millions of Pesos)
Movement
2022 2021 Amount %
ASSETS
Cash and cash equivalents P
= 4,130.88 P
= 3,693.08 437.80 11.85%
Short-term investments 36.79 1,032.51 (995.73) -96.44%
Receivables 9,845.28 9,295.13 550.16 5.92%
Real estate inventories 17,723.40 16,143.10 1,580.30 9.79%
Due from related parties 975.32 526.96 448.36 85.08%
Advances to suppliers and contractors 1,749.97 2,426.74 (676.77) -27.89%
Other current assets 1,642.04 1,895.47 (253.42) -13.37%
Total Current Assets 36,103.68 35,012.99 1,090.70 3.12%
Noncurrent portion of installment contract
receivables 109.04 366.00 (256.96) -70.21%
Deposits for purchased land 1,409.48 1,358.81 50.67 3.73%
Investments in and advances to JVs and
associate 275.37 274.50 0.86 0.31%
Investment properties 12,394.98 13,995.03 (1,043.23) -11.43%
Property and equipment 2,484.32 1,815.84 111.66 36.81%
Deferred tax assets – net 33.20 26.76 6.44 24.06%
Other noncurrent assets 1,121.02 1,656.58 (535.55) -32.33%
Total Noncurrent Assets 17,827.42 19,493.52 (1,666.11) -8.55%
TOTAL ASSETS 53,931.10 54,506.51 (575.41) -1.06%

LIABILITIES
Accounts and other payables 4,994.69 5,251.10 (256.41) -4.88%
Contract liabilities 2,769.10 3,048.61 (279.51) -9.17%
Short-term debt 235.14 468.36 (233.22) -49.79%
Current portion of:
Long-term debt 2,192.45 5,467.83 (3,275.37) -59.90%
Bonds Payable - 2,992.05 (2,992.06) -100.00%
Liability from purchased land 67.20 67.20 - 0.00%
Lease Liability 15.43 25.54 (10.11) -39.57%
Due to related parties 358.06 317.36 40.70 12.83%
Income Tax Payable 68.58 69.41 (0.83) -1.20%
Other current liabilities 68.16 109.55 (41.39) -37.78%
Total Current Liabilities 10,768.82 17,817.01 (7,048.20) -39.56%
Noncurrent portion of:
Long-term debt 8,813.86 6,370.78 2,443.08 38.35%
Bonds Payable 5,917.25 2,955.14 2,962.11 100.24%
Liability from purchased land 63.78 141.14 (77.36) -54.81%
Lease Liability 12.30 31.60 (19.30) -61.08%
Pension liabilities 231.19 279.63 (48.44) -17.32%
Deferred tax liabilities 2,542.14 2,647.91 (105.76) -3.99%
Other noncurrent liabilities 1,789.21 1,912.63 (123.42) -6.45%
Total Noncurrent Liabilities 19,369.74 14,338.83 5,030.91 35.09%
Total Liabilities 30,138.56 32,155.84 (2,017.29) -6.27%
EQUITY
Capital stock 6,200.85 6,200.85 - 0.00%
Preferred shares 15.90 15.90 - 0.00%
Additional paid-in capital 5,524.78 5,524.78 - 0.00%
Treasury shares (109.67) (109.67) - 0.00%
Other components of equity (683.20) (683.20) - 0.00%
Retained earnings 10,514.10 9,814.34 699.76 7.13%
Remeasurement loss on defined benefit plan 17.44 (42.50) 59.95 -141.03%
Total Equity Attributable to Equity Holders
21,480.20 20,720.50 759.71 3.67%
of the Parent Company
Non-controlling interest 2,312.34 1,630.17 682.17 41.85%
Total Equity 23,792.54 22,350.67 1,441.88 6.45%
Total Liabilities and Equity P
= 53,931.10 P
= 54,506.51 (575.41) -1.06%

11.85% increase in cash and cash equivalents

220
Increase is primarily due to cash sales and collection from matured accounts and maturity of short-term
investments.

96.44% decrease in short-term investments


During the year the Group decreased the placement on money market exceeding three (3) months but less than
one (1) year.

3.03% decrease in total receivables and noncurrent portion of installment contract receivables
The decrease is primarily due to collections of maturing accounts.

9.79% increase in real estate inventories


The increase is primarily due to acquisition of raw land of affordable housing projects amounting to ₱1.38 billion
and reclassification of certain retail office from investment properties to real estate inventories.

85.08% increase in due from related parties


Due to additional advances from related parties, which are made at normal market prices. Outstanding balances
at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable on demand.

27.89% decrease in advances to suppliers.


The decrease is due to recoupment through progress billings from completion of Century Spire and The Residences
at Commonwealth Quezon South

11.43% decrease in investment properties


The decrease is due to reclassification of certain retail office from investment properties to inventories due to
change management intent from leasing to selling of these units.

24.06% increase in deferred tax assets


The increase is due to additional deferred tax assets recognized during the year.

22.21% decrease in total other current and non-current assets


The decrease is due to amortization of deferred selling expenses and recognition of advances to land owner to real
estate inventories.

4.88% decrease in accounts and other payables


The decrease is due to payments of payable for the period.

9.17% decrease in total contract liabilities


The decrease is due to recognition of customers deposits as revenue during the period as the accounts
meet the accounting criteria for revenue recognition.

8.66% decrease in total short-term and long-term debt


The decrease is attributable to payments made by the Group during the year.

37.13% decrease in total current and non-current liabilities from purchased land
Due to payments made during the year.

51.46% decrease in total current and non-current lease liability


The decrease is due to retirement of lease liability in relation to office spaces the Group no longer occupies.

12.83% increase in due to related parties


The increase is due to additional purchases from related parties, which are made at normal market prices.
Outstanding balances at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable
on demand.

8.15% decrease in total of other current and noncurrent liabilities


The decrease is mostly attributable to recognition of deferred lease income during the year and recognition of
equity portion of deposit from preferred shares of CALC.

17.32% decrease in pension liabilities


The decrease is attributable to benefits paid during the year and remeasurement gain on defined benefit plan
recognized during the year.

6.45% increase in total stockholders’ equity


The increase is due to the net income recorded for the year ended 31 December 2022, recognition of equity portion
from deposit from preferred shares of CALC, additional investment from Mitsubishi Corporation interest amounting
to ₱320 million net of dividend declarations and remeasurement gain recognized during the year.

221
There are no known trends or any known demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in the Company’s liquidity increasing or decreasing in any material way.

There are no events that will trigger direct or contingent financial obligation that is material to the Company,
including any default or acceleration of an obligation.

There are no material commitments for capital expenditures.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a
material favorable or unfavorable impact on net sales or revenues or income from continuing operations apart from
the impact of ongoing Covid-19 pandemic.

There are no significant elements of income or loss that did not arise from the Company’s continuing operations.

There are no seasonal aspects that had a material effect on the financial condition or results of operations of the
Company.

The top five (5) key performance indicators of the Company are shown below:

Key Performance Indicators 31 December 2022 31 December 2021


Current Ratios (a) 3.4x 2.0x
Debt to Equity (b) 0.7x 0.8x
Debt to EBITDA (c) 6.9x 9.5x
Return on Assets (d) 2.6% 2.4%
Return on Equity (e) 6.1% 5.8%

Notes:

a) Current ratio is obtained by dividing the Current Assets of the Company by its Current liabilities. This ratio
is used as a test of the Company’s liquidity.
b) Debt to Equity ratio computed by dividing total interest-bearing debt (includes short-term and long-term
debts and bonds payable) by total equity.
c) Debt to EBITDA is calculated by dividing EBITDA by total interest-bearing debt.
d) Return on assets is calculated by dividing net income by average total assets (beginning plus end of the
period divided by two).
e) Return on equity is calculated by dividing net income by average total equity (beginning plus end of the
period divided by two).

Current ratio increase as a result of the decline in current liabilities, primarily as a result of payment of bond during
the year.

Debt to equity decreased as a result of the decline in debt from the long-term debt while total equity increased due
to the net income as of 31 December 2022 and additional investment from minority interest compared to the same
period as of 31 December 2021.

Debt to EBITDA decreased primarily due to the increase in EBITDA as of 31 December 2022 compared to the
same period as of 30 December 2021.

Return on Assets and Return on Equity increased due to higher net income recognized during the period ended
31 December 2022 compared to the same period ended 31 December 2021.

Financial Ratios 31-Dec-22 31-Dec-21

Current/Liquidity Ratios
Current Assets 36,103,684,078 35,012,984,828
Current Liabilities 10,768,820,128 17,817,016,575
Current Ratios 3.4 2.0

Current Assets 36,103,684,078 35,012,984,828


Inventory 17,723,397,564 16,143,099,068
Quick Assets 18,380,286,514 18,869,885,760
Current Liabilities 10,768,820,128 17,817,016,575
Quick Ratios 1.7 1.1

Liabilities and Debt Ratios

222
Financial Ratios 31-Dec-22 31-Dec-21

Short-term Debt 235,141,310 468,360,083


Long-term Debt – Current 2,192,453,618 5,467,828,327
Long-term Debt – Non-current 8,813,861,924 6,370,779,023
Bonds Payable 5,917,253,923 5,947,195,429
Debt 17,158,710,775 18,254,162,862
Equity 23,792,541,874 22,350,664,641
Debt-to-Equity 0.7 0.8

Debt 17,158,710,775 18,254,162,862


Cash and Cash Equivalents 4,130,877,582 3,693,074,161
Net Debt 13,027,833,193 14,561,088,701
Equity 23,792,541,874 22,350,664,641
Net Debt-to-Equity 0.5 0.7

Debt 17,158,710,775 18,254,162,862


EBITDA (Annualized for Interim) 2,475,710,475 1,922,133,566
Debt-to-EBITDA 6.9 9.5

Income before Income Tax 1,623,732,848 1,059,406,284


Interest Expense 795,984,164 795,147,267
Depreciation and amortization 55,993,463 67,580,015
EBITDA 2,475,710,475 1,922,133,566

Asset to Equity Ratios


Total Assets 53,931,100,448 54,506,509,548
Total Equity 23,792,541,874 22,350,664,641
Asset to Equity Ratio 2.3 2.4

Liabilities to Equity Ratio


Total Liabilities 30,138,558,574 32,155,844,907
Total Equity 23,792,541,874 22,350,664,641
Liabilities to Equity Ratio 1.3 1.4

Profitability ratios
Revenue 11,126,646,235 9,444,895,630
Gross Profit 4,810,221,057 4,011,702,937
Gross Profit Ratio 43% 42%

Net Income Attributable to Equity Holders of the Parent Company 1,404,759,079 950,750,431
Revenue 11,126,646,235 9,444,895,630
Net Income Margin to Parent Company 12.6% 10.1%

Total Net Income after tax 1,404,759,079 1,269,106,148


Total Asset CY 53,931,100,448 54,506,509,548
Total Asset PY 54,506,509,548 53,008,903,420
Average Total Asset 54,218,804,998 53,757,706,484
Return on Asset 2.6% 2.4%

Total Net Income After Tax 1,404,759,079 1,269,106,148


Total Equity CY 23,792,541,874 22,350,664,641
Total Equity PY 22,350,664,641 21,131,273,660
Average Total Equity 23,071,603,258 21,740,969,151
Return on Equity 6.1% 5.8%

Net Income 1,404,759,079 1,269,106,148


Revenue 11,126,646,235 9,444,895,630
Net Income after Tax Margin 12.6% 13.4%

223
REVIEW OF YEAR END 2021 VS YEAR END 2020

Results of Operations and Material Changes to the Company’s Income Statement for
the year ended 31 December 2021 compared to the year ended 31 December 2020
(In Millions of Pesos)

Movement
2021 2020 Amount %
REVENUE
Real estate revenue ₱7,664.40 ₱9,482.62 (₱1,818.22) -19.17%
Leasing revenue 1,200.37 795.03 405.34 50.98%
Property management fee and other services 400.01 389.72 10.29 2.64%
Interest income from real estate sales 180.12 168.37 11.75 6.98%
9,444.90 10,835.74 (1,390.84) -12.84%
COST AND EXPENSES
Cost of real estate revenue 4,808.42 6,082.95 (1,274.53) -20.95%
Cost of leasing 352.04 226.53 125.51 55.41%
Cost of services 272.73 285.99 (13.26) -4.64%
5,433.19 6,595.47 (1,162.28) -17.62%
GROSS PROFIT 4,011.70 4,240.27 (228.58) -5.39%

GENERAL, ADMINISTRATIVE AND


SELLING EXPENSES 2,692.91 2,863.71 (170.80) -5.96%
OTHER INCOME (EXPENSES)
Interest and other income 397.55 568.07 (170.52) -30.02%
Gain from change in fair values of investment
225.50 558.62 (333.12) -59.63%
properties
Income from investment in associate 8.94 6.79 2.15 31.66%
Foreign exchange gain (loss) 3.21 2.07 1.14 55.07%
Interest and other financing charges (894.59) (947.51) 52.92 -5.59%
(259.39) 188.04 (447.43) -237.94%
INCOME BEFORE INCOME TAX 1,059.41 1,564.60 (505.19) -32.29%
PROVISION FOR INCOME TAX (209.70) 415.37 (625.07) -150.49%
NET INCOME ₱1,269.11 ₱1,149.23 ₱119.88 10.43%

In 2021, persistent lockdowns imposed by the Government slowed down the sales take-up, collections,
construction activities and project launches, as a continuing effect of the pandemic. This mostly affected in city
vertical condominium projects of the Group, resulting to a 19% decline in total real estate sales. However, affordable
housing projects, which are located outside Metro Manila, continue to improve its revenue contribution from ₱2.26
Billion in 2020 to ₱3.91 Billion in 2021. This is a result of the initial recognition of real estate sales revenues from
newly launched projects of affordable housing projects in 2021 off-setting such decline. The increase in leasing
revenue is a result of the rentals from the Century Diamond Tower, contributing full year rental in 2021 against its
initial rental contribution in 2020, its year of completion. While mall operations declined, the impact on the leasing
portfolio is not significant as its contribution is marginal to the total revenue of the Company prior to the COVID-19
pandemic.

19.17% decrease in real estate revenue


Real estate revenue has decreased as a result of the slowdown both in sales conversion, construction and
development activities and project launches due to prevailing community quarantine restrictions, primarily from in
city vertical housing projects.

50.98% increase in leasing revenue


The increase was mainly due to the full year lease revenue recognition of Century Diamond Tower and Asian
Century Center.

6.98% increase in interest income from real estate sales


Interest income from real estate sales represents interest accretion from ICR and contract asset recognized during
the year. Discount subject to accretion arises from the difference between present value of ICR and contract asset
and its nominal value. Income slightly increased from the sale of units still in progress in 2021.

20.95% decrease in Cost of Sales

224
The decrease is mainly due to lower real estate revenues.

55.41% increase in Cost of leasing


The increase is directly attributable to higher leasing revenues.

5.96% decrease in general, administrative and selling expenses


The decrease is a result of further rationalization of operations efficiencies during the year.

30.02% decrease in interest and other income


The decrease is primarily attributable to lower-level income from forfeited collections or cancelled buyers’ accounts.

31.66% increase in share in net income from its associate


The increase is due to higher reported income of some associates.

59.63% decrease in gain from fair value of investment property


The decrease was mainly due to lower incremental fair value appreciation of Century Diamond Tower in 2021
compared to 2020, the year when initial recognition of fair value gain was recognized.

5.59% decrease in interest and other financing charges


The decrease was mainly due to lower borrowing rates and outstanding interest-bearing debts in 2021 compared
with 2020.

150.49% decrease in Provision for Income Tax


The decrease was primarily due to lower taxable income during the period and impact of change in corporate
income tax rate as a result of CREATE Law.

As a result of the foregoing, net income increased by 10.43%.

225
Financial Condition and Material Changes to the Company’s Statement of Financial
Position for the year ended 31 December 2021 compared to 31 December 2020
(In Millions of Pesos)

Movement
2021 2020 Amount %
ASSETS
Cash and cash equivalents ₱3,693.08 ₱2,473.56 ₱1,219.52 49.30%
Short-term investments 1,032.51 285.24 747.27 261.98%
Receivables 9,295.13 11,491.05 (2,195.92) -19.11%
Real estate inventories 16,143.10 14,651.33 1,491.77 10.18%
Due from related parties 526.96 464.42 62.54 13.47%
Advances to suppliers and contractors 2,426.74 2,427.70 (0.96) -0.04%
Investment in bonds - 463.75 (463.75) -100.00%
Other current assets 1,895.47 1,809.90 85.57 4.73%
Total Current Assets 35,012.99 34,066.95 946.04 2.78%

Noncurrent portion of installment contract


366.00 124.77 241.22 193.32%
receivables
Deposits for purchased land 1,358.81 1,354.24 4.57 0.34%
Investments in and advances to JVs and
associate 274.50 265.56 8.94 3.37%
Investment properties 13,995.03 13,627.58 367.45 2.70%
Property and equipment 1,815.84 1,783.59 32.25 1.81%
Deferred tax assets – net 26.76 86.28 (59.52) -68.98%
Other noncurrent assets 1,656.58 1,699.93 (43.35) -2.55%
Total Noncurrent Assets 19,493.52 18,941.96 551.56 2.91%
TOTAL ASSETS 54,506.51 53,008.91 1,497.60 2.83%

LIABILITIES
Accounts and other payables 5,251.10 5,591.64 (340.54) -6.09%
Contract liabilities 3,048.61 1,457.77 1,590.84 109.13%
Short-term debt 468.36 811.95 (343.59) -42.32%
Current portion of:
Long-term debt 5,467.83 5,447.30 20.53 0.38%
Bonds Payable 2,992.05 118.78 2,873.27 2418.98%
Liability from purchased land 67.20 67.20 - 0.00%
Lease Liability 25.54 4.53 21.01 463.80%
Due to related parties 317.36 270.01 47.35 17.54%
Income Tax Payable 69.41 61.50 7.91 12.86%
Other current liabilities 109.55 352.67 (243.12) -68.94%
Total Current Liabilities 17,817.01 14,183.35 3,633.66 25.62%

Noncurrent portion of:


Long-term debt 6,370.78 9,408.87 (3,038.09) -32.29%
Bonds Payable 2,955.14 2,965.99 (10.85) -0.37%
Liability from purchased land 141.14 208.34 (67.20) -32.25%
Lease Liability 31.60 - 31.60 100.00%
Pension liabilities 279.63 372.99 (93.36) -25.03%
Deferred tax liabilities 2,647.91 2,951.53 (303.62) -10.29%
Other noncurrent liabilities 1,912.63 1,786.56 126.07 7.06%
Total Noncurrent Liabilities 14,338.83 17,694.28 (3,355.45) -18.96%
Total Liabilities 32,155.84 31,877.63 278.21 0.87%

EQUITY
Capital stock 6,200.85 6,200.85 - 0.00%
Preferred shares 15.90 15.90 - 0.00%
Additional paid-in capital 5,524.78 5,524.78 - 0.00%
Treasury shares (109.67) (109.67) - 0.00%
Other components of equity (683.20) (682.85) (0.35) 0.05%
Retained earnings 9,814.34 9,028.95 785.39 8.70%
Remeasurement loss on defined benefit plan (42.50) (118.50) 76.00 -64.14%
Total Equity Attributable to Equity Holders
20,720.50 19,859.46 861.04 4.34%
of the Parent Company
Non-controlling interest 1,630.17 1,271.82 358.35 28.18%

226
22,350.67 21,131.28 1,219.39 5.77%
₱54,506.51 ₱53,008.91 ₱1,497.60 2.83%

49.30% increase in Cash and cash equivalents


Increase is primarily due to cash sales and collection from matured accounts.

261.98% increase in Short-term investments


The increase is primarily due additional short-term money market placements above three (3) months.

16.83% decrease in total receivables and noncurrent portion of installment contract receivables
The decrease is primarily due to collections of maturing accounts.

10.18% increase in Real estate inventories


The increase is primarily due to acquisition of raw land of affordable housing projects amounting to ₱1.58 Billion.

13.47% increase in Due from related parties


Due to additional advances from related parties, which are made at normal market prices. Outstanding balances
at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable on demand.

6.09% decrease in Accounts and other payables


Decrease was due to payments made to contractors and suppliers and lower accrued expenses for the period as
in-city vertical projects are nearing completion.

109.13% increase in total contract liabilities


The increase is attributable to collections from customers booked as liability pending satisfaction of criteria for
revenue recognition.

21.45% decrease in total Short-term and Long-term debt


Decrease was due to repayment of loans and lower loan drawdowns.

92.79% increase in total current and non-current bonds payable


The increase was due to the newly issued ₱3 Billion bond in March 2021.

24.39% decrease in total current and non-current liabilities from purchased land
Due to payments made during the year.

1,161.37% increase in total current and non-current lease liability


This pertains to the lease liability accrued from the lease contract entered by the Group as a lessee in accordance
with PFRS 16.

17.54% increase in Due to related parties


The increase is due to additional purchases from related parties, which are made at normal market prices.
Outstanding balances at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable
on demand.

12.86% increase in tax payable


This is mostly attributable to the higher taxable income recognized during the year.

5.47% decrease in total of other current and noncurrent liabilities


The decrease is mostly attributable to recognition of advance rental during the year.

25.03% decrease in Pension liabilities


The decrease is attributable to benefits paid during the year and remeasurement gains on defined benefit plan
recognized during the year.

10.29% decrease in deferred tax liabilities


This is mostly attributable to the impact of the CREATE Law.

5.77% increase in total stockholders’ equity


This is due to the net income recorded for the year ended 31 December 2021, additional investment from Mitsubishi
Corporation interest amounting to ₱200 Million net of dividend declarations and remeasurement gains recognized
during the year.

There are no known trends or any known demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in the Company’s liquidity increasing or decreasing in any material way.

227
There are no events that will trigger direct or contingent financial obligation that is material to the Company,
including any default or acceleration of an obligation.

There are no material commitments for capital expenditures.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a
material favorable or unfavorable impact on net sales or revenues or income from continuing operations.

There are no significant elements of income or loss that did not arise from the Company’s continuing operations.

There are no seasonal aspects that had a material effect on the financial condition or results of operations of the
Company.

The top five (5) key performance indicators of the Company are shown below:

Key Performance Indicators 31 December 2021 31 December 2020


Current Ratios (a) 2.0x 2.4x
Debt to Equity (b) 0.8x 0.9x
Debt to EBITDA (c) 9.5x 7.8x
Return on Assets (d) 2.4% 2.2%
Return on Equity (e) 5.8% 5.6%

Notes:

a) Current ratio is obtained by dividing the Current Assets of the Company by its Current liabilities. This ratio is
used as a test of the Company’s liquidity.
b) Debt to Equity ratio computed by dividing total interest-bearing debt (includes short-term and long-term debts
and bonds payable) by total equity.
c) Debt to EBITDA is calculated by dividing EBITDA by total interest-bearing debt.
d) Return on assets is calculated by dividing net income by average total assets (beginning plus end of the period
divided by two).
e) Return on equity is calculated by dividing net income by average total equity (beginning plus end of the period
divided by two).

Current ratio decreased mainly due to the increase in current liabilities, primarily as a result of the Company’s
maturing bonds payable and long-term debt.

Debt to equity decreased as a result of the decline in debt from long-term debt while total equity increased due to
net income as of 31 December 2021 and additional investment from minority interest compared to the same period
as of 31 December 2020.

Debt to EBITDA increased primarily due to the decline in EBITDA as of 31 December 2021 compared to the same
period as of 31 December 2020.

Return on Equity increased due to higher net income recognized during the period ended 31 December 2021
compared to the same period ended 31 December 2020.

Financial Ratios 31-Dec-21 31-Dec-20

Current/Liquidity Ratios
Current Assets 35,012,984,828 34,066,943,185
Current Liabilities 17,817,016,575 14,183,354,919
Current Ratios 2.0 2.4

Current Assets 35,012,984,828 34,066,943,185


Inventory 16,143,099,068 14,651,328,952
Quick Assets 18,869,885,760 19,415,614,233
Current Liabilities 17,817,016,575 14,183,354,919
Quick Ratios 1.1 1.4

Liabilities and Debt Ratios


Short-term Debt 468,360,083 811,948,735
Long-term Debt – Current 5,467,828,327 5,447,303,305
Long-term Debt – Non-current 6,370,779,023 9,408,872,360
Bonds Payable 5,947,195,429 3,084,766,287

228
Financial Ratios 31-Dec-21 31-Dec-20

Debt 18,254,162,862 18,752,890,687


Equity 22,350,664,641 21,131,273,660
Debt-to-Equity 0.8 0.9

Debt 18,254,162,862 18,752,890,687


Cash and Cash Equivalents 3,693,074,161 2,473,555,750
Net Debt 14,561,088,701 16,279,334,937
Equity 22,350,664,641 21,131,273,660
Net Debt-to-Equity 0.7 0.8

Debt 18,254,162,862 18,752,890,687


EBITDA (Annualized for Interim) 1,922,133,566 2,408,094,098
Debt-to-EBITDA 9.5 7.8

Income before Income Tax 1,059,406,284 1,564,604,768


Interest Expense 795,147,267 784,022,304
Depreciation and amortization 67,580,015 59,467,026
EBITDA 1,922,133,566 2,408,094,098

Asset to Equity Ratios


Total Assets 54,506,509,548 53,008,903,420
Total Equity 22,350,664,641 21,131,273,660
Asset to Equity Ratio 2.4 2.5

Liabilities to Equity Ratio


Total Liabilities 32,155,844,907 31,877,629,760
Total Equity 22,350,664,641 21,131,273,660
Liabilities to Equity Ratio 1.4 1.5

Profitability ratios
Revenue 9,444,895,630 10,835,744,692
Gross Profit 4,011,702,937 4,240,276,075
Gross Profit Ratio 42% 39%

Net Income Attributable to Equity Holders of the Parent Company 950,750,431 795,555,466
Revenue 9,444,895,630 10,835,744,692
Net Income Margin to Parent Company 10.1% 7.3%

Total Net Income after tax 1,269,106,148 1,149,234,036


Total Asset CY 54,506,509,548 53,008,903,420
Total Asset PY 53,008,903,420 53,441,685,612
Average Total Asset 53,757,706,484 53,225,294,516
Return on Asset 2.4% 2.2%

Total Net Income After Tax 1,269,106,148 1,149,234,036


Total Equity CY 22,350,664,641 21,131,273,660
Total Equity PY 21,131,273,660 19,615,569,488
Average Total Equity 21,740,969,151 20,373,421,574
Return on Equity 5.8% 5.6%

Net Income 1,269,106,148 1,149,234,036


Revenue 9,444,895,630 10,835,744,692
Net Income after Tax Margin 13.4% 10.6%

229
REVIEW OF YEAR END 2020 VS YEAR END 2019

Results of Operations and Material Changes to the Company’s Income Statement for
the year ended 31 December 2020 compared to the year ended 31 December 2019
(In Millions of Pesos)

Movement
2020 2019 Amount %
REVENUE
Real estate revenue ₱9,482.62 ₱12,685.39 (₱3,202.77) -25.25%
Leasing revenue 795.03 713.38 81.65 11.45%
Property management fee and other services 389.72 412.15 (22.43) -5.44%
Interest income from real estate sales 168.37 504.10 (335.72) -66.60%
10,835.74 14,315.02 (3,479.28) -24.31%
COST AND EXPENSES
Cost of real estate revenue 6,082.95 8,459.54 (2,376.59) -28.09%
Cost of leasing 226.53 217.45 9.08 4.18%
Cost of services 285.99 295.24 (9.25) -3.13%
6,595.47 8,972.23 (2,376.76) -26.49%
GROSS PROFIT 4,240.27 5,342.79 (1,102.51) -20.64%

GENERAL, ADMINISTRATIVE AND


SELLING EXPENSES 2,863.71 3,235.82 (372.11) -11.50%
OTHER INCOME (EXPENSES)
Interest and other income 568.07 573.36 (5.29) -0.92%
Gain from change in fair values of investment
558.62 260.93 297.69 114.09%
properties
Income from investment in associate 6.79 11.18 (4.39) -39.27%
Foreign exchange gain (loss) 2.07 116.33 (114.26) -98.22%
Gain (loss) from change in fair value of
derivatives (Note 9) - (76.05) 76.05 100.00%
Interest and other financing charges (947.51) (936.68) (10.83) 1.16%
188.04 (50.93) 238.97 -469.21%
INCOME BEFORE INCOME TAX 1,564.60 2,056.03 (491.43) -23.90%
PROVISION FOR INCOME TAX 415.37 577.56 (162.19) -28.08%
NET INCOME ₱1,149.23 ₱1,478.47 (₱329.24) -22.27%

The pandemic has slowed down the sales take-up, collections, and construction activities due to quarantine
restrictions imposed by the Government, resulting to a 25% decline in total real estate sales revenue. However, as
affordable housing projects are located outside Metro Manila, the Company was able to resume construction as
soon as the restrictions from provincial cities were lifted. The initial recognition of real estate sales revenues from
newly launched projects of affordable housing projects in 2020 offsets such decline.

While mall operations declined, the impact on the leasing portfolio is not significant as its contribution is marginal
to the total revenue of the Company prior to the COVID-19 pandemic. The increase in leasing revenue is a result
of the initial rentals from the recently completed Century Diamond Tower.

25.25% decrease in real estate revenue


Real estate revenue has decreased as a result of the slowdown both in sales conversion and on construction and
development activities due to the prevailing community quarantine restrictions.

11.45% increase in leasing revenue


The increase was mainly due to the start of leasing revenue recognition for initial leased out floor spaces of Century
Diamond Tower and Asian Century Center.

5.44% decrease in property management fee and other services


The decrease was mainly due to reduced services rendered for the period due to streamlined building and property
operations while NCR is in community quarantine.

66.60% decrease in interest income from real estate sales

230
Interest income from real estate sales represents interest accretion from ICR and contract asset recognized during
the year. Discount subject to accretion arises from the difference between present value of ICR and contract asset
and its nominal value. Income decreased since majority of the projects are already turned over, and due to the
slowdown in new sales during the nine (9)-month period in 2020.

28.09% decrease in cost of sales


The decrease was mainly due to the decrease in real estate revenue.

3.13% decrease in cost of services


The decrease was directly attributable to the decrease in property management fee and other services.

4.18% increase in cost of leasing


The increase was directly attributable to the increase in leasing revenue.

11.50% decrease in general, administrative and selling expenses


The decrease was a result of cost cutting efforts of the management during the period.

39.27% decrease in net income from its associate


The decrease was due to a lower share in income from its associate.

114.09% increase in gain from fair value of investment property


The increase was mainly due to the initial recognition of fair value gain from Century Diamond Tower building.

100.00% decrease in fair value of derivatives and 98.22% decrease in foreign exchange gain (loss)
The decrease was due to absence of similar transactions or instruments during the nine (9)-month period as of 31
December 2020.

28.08% decrease in provision for income tax


The decrease was primarily due to lower taxable income during the period.

As a result of the foregoing, net income decreased by 22.27%.

231
Financial Condition and Material Changes to the Company’s Statement of Financial
Position for the year ended 31 December 2020 compared to 31 December 2019
(In Millions of Pesos)

Movement
2020 2019 Amount %
ASSETS
Cash and cash equivalents ₱2,473.56 ₱4,005.01 (₱1,531.45) -38.24%
Short-term investments 285.24 - 285.24 100.00%
Receivables 11,491.05 10,967.15 523.90 4.78%
Real estate inventories 14,651.33 15,558.01 (906.68) -5.83%
Due from related parties 464.42 419.65 44.77 10.67%
Advances to suppliers and contractors 2,427.70 2,006.51 421.19 20.99%
Investment in bonds 463.75 - 463.75 100.00%
Other current assets 1,809.89 1,409.17 400.72 28.44%
Total Current Assets 34,066.94 34,365.50 (298.56) -0.87%
Noncurrent portion of installment contract
124.78 1,137.66 (1,012.88) -89.03%
receivables
Investment in bonds - 463.75 (463.75) -100.00%
Deposits for purchased land 1,354.24 1,079.44 274.80 25.46%
Investments in and advances to JVs and
associate 265.56 258.77 6.79 2.62%
Investment properties 13,627.59 12,932.53 695.06 5.37%
Property and equipment 1,783.59 1,648.12 135.47 8.22%
Deferred tax assets – net 86.28 42.15 44.13 104.70%
Other noncurrent assets 1,699.92 1,513.77 186.15 12.30%
Total Noncurrent Assets 18,941.96 19,076.19 (134.23) -0.70%
TOTAL ASSETS 53,008.90 53,441.69 (432.79) -0.81%

LIABILITIES
Accounts and other payables 5,591.63 5,703.06 (111.43) -1.95%
Contract liabilities 1,457.78 1,784.09 (326.31) -18.29%
Short-term debt 811.95 1,452.69 (640.74) -44.11%
Current portion of:
Long-term debt 5,447.30 5,462.17 (14.87) -0.27%
Bonds Payable 118.78 1,392.65 (1,273.87) -91.47%
Liability from purchased land 67.20 67.20 - 0.00%
Lease Liability 4.52 21.64 (17.12) -79.11%
Due to related parties 270.01 171.19 98.82 57.73%
Income Tax Payable 61.50 9.35 52.15 557.75%
Other current liabilities 352.67 35.28 317.39 899.63%
Total Current Liabilities 14,183.34 16,099.32 (1,915.98) -11.90%
Noncurrent portion of:
Long-term debt 9,408.87 9,880.55 (471.68) -4.77%
Bonds Payable 2,965.99 3,060.38 (94.39) -3.08%
Liability from purchased land 208.33 268.34 (60.01) -22.36%
Lease Liability - 39.54 (39.54) -100.00%
Pension liabilities 372.99 307.40 65.59 21.34%
Deposit for future stock subscription - 42.48 (42.48) -100.00%
Deferred tax liabilities 2,951.53 2,708.27 243.26 8.98%
Other noncurrent liabilities 1,786.57 1,419.84 366.73 25.83%
Total Noncurrent Liabilities 17,694.28 17,726.80 (32.52) -0.18%
Total Liabilities 31,877.62 33,826.12 (1,948.50) -5.76%
EQUITY
Capital stock 6,200.85 6,200.85 - 0.00%
Preferred shares 15.90 - 15.90 100.00%
Additional paid-in capital 5,524.78 2,639.74 2,885.04 109.29%
Treasury shares (109.67) (109.67) - 0.00%
Other components of equity (682.85) 99.39 (782.24) -787.04%
Retained earnings 9,028.95 8,733.92 295.03 3.38%
Remeasurement loss on defined benefit plan (118.50) (81.17) (37.33) 45.99%
Total Equity Attributable to Equity Holders
19,859.46 17,483.06 2,376.40 13.59%
of the Parent Company
Non-controlling interest 1,271.82 2,132.51 (860.69) -40.36%

232
Total Equity 21,131.28 19,615.57 1,515.71 7.73%
Total Liabilities and Equity ₱53,008.90 ₱53,441.69 (₱432.79) -0.81%

38.24% decrease in cash and cash equivalents


The decrease is primarily due to repayment of debt during the year.

100.00% increase in short-term investments


The increase is primarily due to the increase in short-term money market placements above three (3) months.

5.83% decrease in real estate inventories


The decrease is primarily due to the recognition of cost of sales for sold units.

10.67% increase in due from related parties


This is due to additional advances from related parties, which are made at normal market prices. Outstanding
balances at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable on demand.

20.99% increase in advances to suppliers and contractors


The increase is due to additional down payments to suppliers and contractors to new and ongoing projects.

104.70% increase in deferred tax assets


The increase is due to additional deferred tax assets recognized during the year.

20.08% increase in other current and non-current assets


The increase is primarily due to increase in prepaid selling expenses for pre-sales during the period, and increase
in creditable withholding taxes and input taxes.

25.46% increase in deposits for purchased land


The increase is due to additional deposits for land in Novaliches and Katipunan.

5.37% increase in investment property


The increase is mostly attributable to the construction of Century Diamond Tower and recognition of gain in fair
value for the period.

8.22% increase in property and equipment


The increase is mostly attributable to additional construction cost for Novotel Suites Manila at Acqua 6 Tower of
Acqua Private Residences.

18.29% decrease in contract liabilities


The decrease was due to recognition of customers deposits as revenue during the period as the accounts meet
the accounting criteria for revenue recognition.

6.71% decrease in total short-term and long-term debt


The decrease was due to net repayment of loans during the period.

30.73% decrease in short-term and long-term bonds payable


The decrease was due to payment of the five (5)-year bond payable in first quarter of 2020.

17.88% decrease in total liabilities from purchased land


This is due to payment made during the period.

92.60% decrease in total lease liability


The decrease is due to retirement of lease liability in relation to office spaces the Group no longer occupies.

57.73% increase in due to related parties


This is due to additional purchases from related parties, which are made at normal market prices. Outstanding
balances at year-end are unsecured, interest-free, settlement occurs in cash and collectible/payable on demand.

21.34% increase in pension liabilities


This is due to additional retirement expense during the year.

557.75% increase in income tax payable


Due primarily to higher tax payable after the application of creditable withholding taxes for the year.

8.98% increase in deferred tax liability


Due to the additional deferred tax liabilities recognized for the year.

47.01% increase in other and noncurrent liabilities

233
The increase is due to increase in security and rental deposits from Century Diamond Tower tenants and increase
in deposit for preferred shares.

100% increase in preferred shares, 109.29% increase in additional paid-in capital and 100% decrease in
deposit for future stock subscription
The increase is due to the issuance of 30,000,000 preferred shares with a par value of ₱0.53. Additional paid in
capital net of issuance cost was recognized in excess of the par value of preferred shares issued. Deposit for future
stock subscription was reclassified as part of aforementioned issuance.

40.36% decrease in non-controlling interest and 787.04% decrease in other components of equity
The decrease is primarily due to acquisition of minority interest in Century City Development II net of the share in
net income for PPHI during the period and dividend declared by Tanza I.

7.73% increase in total stockholders’ equity


The increase is due to the net income recorded for the year period ended 31 December 2020, preferred shares
issued and additional paid in capital from issuance of preferred shares amounting to ₱15.9 Million and ₱2,885.03
Million, respectively. The increase in stockholders’ equity was reduced by the acquisition of minority interest totaling
₱1,900 Million resulting to reduction of minority interest and other components equity and common and preferred
dividend declaration during the year amounting to ₱596.53 Million.

There are no known trends or any known demands, commitments, events or uncertainties that will result in or that
are reasonably likely to result in the Company’s liquidity increasing or decreasing in any material way.

There are no events that will trigger direct or contingent financial obligation that is material to the Company,
including any default or acceleration of an obligation.

There are no material commitments for capital expenditures.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a
material favorable or unfavorable impact on net sales or revenues or income from continuing operations.

There are no significant elements of income or loss that did not arise from the Company’s continuing operations.
There are no seasonal aspects that had a material effect on the financial condition or results of operations of the
Company.

The top five (5) key performance indicators of the Company are shown below:

Key Performance Indicators 31 December 2020 31 December 2019


Current Ratios (a) 2.4x 2.1x
Debt to Equity (b) 0.9x 1.1x
Debt to EBITDA (c) 7.8x 7.4x
Return on Assets (d) 2.2% 2.9%
Return on Equity (e) 5.6% 8.0%

Notes:

a) Current ratio is obtained by dividing the Current Assets of the Company by its Current liabilities. This ratio is
used as a test of the Company’s liquidity.
b) Debt to Equity ratio computed by dividing total interest-bearing debt (includes short-term and long-term debts
and bonds payable) by total equity.
c) Debt to EBITDA is calculated by dividing EBITDA by total interest-bearing debt.
d) Return on assets is calculated by dividing net income by average total assets (beginning plus end of the period
divided by two).
e) Return on equity is calculated by dividing net income by average total equity (beginning plus end of the period
divided by two).

Current ratio increased mainly due to the decrease in current liabilities, primarily as a result of decline in current
portion of Bonds Payable and Long-term Debt as of 31 December 2020 compared to the same period as of 31
December 2019.

Debt to equity decreased as a result of the decline in debt from the payment of bonds and long-term debt while
total equity increased due to the issuance of preferred shares during the period ended 31 December 2020
compared to the same period as of 31 December 2019.

Debt to EBITDA increased primarily due to the decline in EBITDA as of 31 December 2020 compared to the same
period as of 31 December 2019.

234
Return on Asset declined due to lower net income recognized for the year ended 31 December 2020 compared to
the same period ended 31 December 2019.

Return on Equity declined due to lower net income recognized during the period and increase in Equity as result
of the issuance of preferred shares during the year ended 31 December 2020 compared to the same period ended
31 December 2019.

235
Key Performance Indicators

Selected Financial Indicators


31 December 2020 and 31 December 2019
Financial Ratios 31-Dec-20 31-Dec-19

Current/Liquidity Ratios
Current Assets 34,066,943,185 34,365,499,239
Current Liabilities 14,183,354,920 16,099,335,229
Current Ratios 2.40 2.13

Current Assets 34,066,943,185 34,365,499,239


Inventory 14,651,328,952 15,558,004,362
Quick Assets 19,415,614,233 18,807,494,877
Current Liabilities 14,183,354,920 16,099,335,229
Quick Ratios 1.37 1.17

Liabilities and Debt Ratios


Short-term Debt 811,948,735 1,452,692,919
Long-term Debt – Current 5,447,303,305 5,462,166,897
Long-term Debt – Non-current 9,408,872,360 9,880,550,051
Bonds Payable 3,084,766,287 4,453,032,166
Debt 18,752,890,687 21,248,442,033
Equity 21,131,273,659 19,615,569,488
Debt-to-Equity 0.89 1.08

Debt 18,752,890,687 21,248,442,033


Cash and Cash Equivalents 2,473,555,750 4,005,009,231
Net Debt 16,279,334,937 17,243,432,802
Equity 21,131,273,659 19,615,569,488
Net Debt-to-Equity 0.77 0.88

Debt 18,752,890,687 21,248,442,033


EBITDA (Annualized for Interim) 2,408,094,097 2,861,187,076
Debt-to-EBITDA 7.79 7.43

Income Before Income Tax 1,564,604,767 2,056,032,947


Interest Expense 784,022,304 747,608,418
Depreciation and Amortization 59,467,026 57,545,711
EBITDA 2,408,094,097 2,861,187,076

Asset to Equity Ratios


Total Assets 53,008,903,420 53,441,685,612
Total Equity 21,131,273,659 19,615,569,488
Asset to Equity Ratio 2.51 2.72

Liabilities to Equity Ratio


Total Liabilities 31,877,629,761 33,826,116,124
Total Equity 21,131,273,659 19,615,569,488
Liabilities to Equity Ratio 1.51 1.72

Profitability Ratios
Revenue 10,835,744,692 14,315,016,268
Gross Profit 4,240,276,075 5,342,782,822
Gross Profit Ratio 39% 37%

Net Income Attributable to Equity Holders of the Parent Company 795,555,466 1,281,748,829
Revenue 10,835,744,692 14,315,016,268
Net Income Margin to Parent Company 7.3% 9.0%

Total Net Income after tax 1,149,234,036 1,478,470,199

236
Financial Ratios 31-Dec-20 31-Dec-19

Total Asset CY 53,008,903,420 53,441,685,612


Total Asset PY 53,441,685,612 49,366,682,829
Average Total Asset 53,225,294,516 51,404,184,221
Return on Asset 2.2% 2.9%

Total Net Income After Tax 1,149,234,036 1,478,470,199


Total Equity CY 21,131,273,660 19,615,569,488
Total Equity PY 19,615,569,488 17,463,466,559
Average Total Equity 20,373,421,574 18,539,518,024
Return on Equity 5.6% 8.0%

Net Income 1,149,234,036 1,478,470,199


Revenue 10,835,744,692 14,315,016,268
Net Income After Tax Margin 10.6% 10.3%

237
INTERESTS OF INDEPENDENT LEGAL COUNSELS AND
INDEPENDENT AUDITORS

LEGAL MATTERS

All legal opinion/matters in connection with the issuance of the Preferred Shares that are
subject of this Offer shall be passed upon by Chinabank Capital for the Sole Issue Manager,
Lead Underwriter and Sole Bookrunner, SyCipLaw, and CPGI’s legal counsel for the
Company, ACCRALAW. Chinabank Capital and SyCipLaw have no direct or indirect interest
in CPGI. Chinabank Capital and SyCipLaw may, from time to time, be engaged by CPGI to
advise in its transactions and perform legal services on the same basis that they provide such
services to their other clients.

The named independent legal counsels have not acted and will not act as promoter,
underwriter, voting trustee, officer, or employee of the Company.

INDEPENDENT AUDITORS

SGV & Co., independent auditors, audited the consolidated financial statements of the
Company as at 31 December 2022, 2021, and 2020 and for the years ended 31 December
2022, 2021, and 2020 in accordance with Philippine Standards on Auditing (PSA) and
reviewed the accompanying interim condensed consolidated statement of financial position of
Century Properties Group Inc. and Subsidiaries as at 30 September 2023 and for the nine-
month periods ended 30 September 2023 and 2022 in accordance with Philippine Standards
on Review Engagements, 2410, Review of Interim Financial Information Performed by the
Independent Auditor of the Entity. A review is substantially less in scope than an audit
conducted in accordance with PSA and consequently does not enable us to obtain assurance
that we would become aware of all significant matters that might be identified in an audit, all
included in this Prospectus. SGV & Co. has no shareholdings in the Company, or any right,
whether legally enforceable or not, to nominate or to subscribe to the securities of the
Company, in accordance with the professional standards on independence set by the Board
of Accountancy and Professional Regulation Commission.

The named independent auditor has not acted and will not act as promoter, underwriter, voting
trustee, officer, or employee of the Company.

238
The Company has not had any disagreements on accounting and financial disclosures, or
auditing scope or procedure, with its current external auditor for the same periods or any
subsequent interim period.

AUDIT AND AUDIT-RELATED FEES

The following table sets out the aggregate fees billed for each of the last two fiscal years and
interim third quarter 2023 for professional services rendered by SGV & Co.

2023 2022 2021


Audit and audit-related fees ₱9.1 Million ₱8.6 Million ₱7.8 Million

The Audit Committee recommends to the Board of Directors the discharge or nomination of
the external auditor to be proposed for shareholder approval at CPGI’s annual shareholders
meeting, approve all audit engagement fees and terms of the external auditor, and review its
performance. It also reviews and discusses with management and the external auditors the
results of the audit, including any difficulties encountered. This review includes any restrictions
on the scope of the external auditor’s activities or on access to requested information, and any
significant disagreements with Management.

The Audit Committee also evaluates, determines and pre-approves any non-audit service
provided to the Company and its subsidiaries by the external auditors and keeps under review
the non-audit fees paid to the external auditors both in relation to their significance to the
auditor and in relation to the total expenditure on consultancy.

No engagement for other services from SGV and Co. either for professional services, tax
accounting compliance, advise and planning nor any services rendered for products and
services other than the aforementioned audit services reported in 2021-2023.

239
CAPITAL EXPENDITURES

The table below sets out our actual capital expenditures in for the year ended 31 December
2020, 2021, 2022 and for the nine (9)-month period ending 30 September 2023.

Expenditure
(in ₱ Millions)
2020 6,231.6
2021 6,543.1
2022 5,841.7
30 September 2023 3,391.3

The Group has historically sourced funding for capital expenditures through internally-
generated funds and credit facilities from commercial banks.

The Company expects to fund budgeted capital expenditures principally through the existing
cash and cash from operations, through borrowings and through the Offer. The Company’s
capital expenditure plans are based on management’s estimates, and are subject to a number
of variables, including: possible cost overruns; construction and development delays; the
receipt of Government approvals; availability of financing on acceptable terms; changes in
management’s views of the desirability of current plans; the identification of new projects and
potential acquisitions; and macroeconomic factors such as the Philippines’ economic
performance and interest rates. Accordingly, we might not execute our capital expenditure
plans as contemplated or at or below estimated cost.

240
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS
Directors and Executive Officers

The directors of the Company are elected at the regular annual stockholders’ meeting. They
hold office for a term of one (1) year until the next succeeding annual meeting and until their
respective successors have been elected and qualified. The executive officers hold office until
their respective successors have been elected and qualified.

The directors and executive officers of the Company as of 30 September 2023 are as follows:

Name of Director Position Age Citizenship

Jose E.B. Antonio Executive Chairman 76 Filipino


John Victor R. Antonio Vice Chairman 50 Filipino
Jose Marco R. Antonio President and CEO 49 Filipino
Jose Carlo R. Antonio Director 40 Filipino
Hilda R. Antonio Director 76 Filipino
Stephen T. CuUnjieng Independent Director 64 Filipino

Carlos C. Ejercito Independent Director 77 Filipino


Jose L. Cuisia, Jr. Independent Director 79 Filipino
Aileen Christel U. Ongkauko Independent Director 55 Filipino

Rafael G. Yaptinchay Director 73 Filipino


Ricardo P. Cuerva Director 78 Filipino
Danny E. Bunyi Corporate Secretary 58 Filipino

Carlos Benedict K. Rivilla, IV Assistant Corporate Secretary/ Vice- 51 Filipino


President Corporate Affairs
Julienne Cruz Group Head for Corporate 40 Filipino
Communications

Atty. Isabelita Ching Sales Group Head for Legal Services and 44 Filipino
Corporate Affairs, Chief Information
Officer and Chief Compliance
Officer
Ritchelle T. Cordero Group Head for Human Resources 43 Filipino
and Administration
Ponciano S. Carreon, Jr. Chief Financial Officer/Corporate 49 Filipino
Treasurer/Investor Relations Officer

Amb. Jose E.B. Antonio, 76 years old, Filipino, is one of the founders and Executive
Chairman of the Board of the Company and its Subsidiaries. He graduated cum laude from
San Beda College, Manila in 1966 with a Bachelor’s Degree in Commercial Science (major in
Marketing) and received a Master’s Degree in Business Management in 1968 from Ateneo de
Manila’s Graduate School of Business. Chairman Antonio also graduated from Harvard

241
University’s Owner/President Management Program in 2003. Chairman Antonio served as the
Philippines Special Envoy for Trade and Economics to the People’s Republic of China in 2005
and is currently the Chairman of Century Asia Corporation, Prestige Cars, Inc., and Philtranco
Service Enterprises. He is also the founder and Chairman of the Philippine-China Business
Council Inc. In addition, he serves as the Vice Chairman of Penta Pacific Realty Corporation,
and Subic Air Charter, Inc. Mr. Antonio has also been duly appointed by former President
Duterte as the Philippines’ special envoy to the United States of America (“U.S.A.”), effective
28 October 2016. His mission is to enhance business ties and strengthen the economic affairs
between the two countries.

Mr. John Victor R. Antonio, 50 years old, Filipino, is Vice-Chairman of the Company. He has
been with the Company for 17 years and is involved in managing projects in the Company’s
middle income and affordable product lines, including Gramercy Residences and Azure Urban
Residences. He graduated magna cum laude with a Bachelor’s Degree in Economics (major
in Marketing) from the University of Pennsylvania’s Wharton School in 1993 and finished his
Master's in Business Administration (“MBA”) program from the Wharton School in 2003.

Mr. Jose Marco R. Antonio, 49 years old, Filipino, is President and Chief Executive Officer
of the Company. Prior to joining the Company, he worked at Blackstone Real Еstatе Partners
as a financial analyst. He has been with the Company for 16 years and is involved in managing
projects in the Company’s middle income and affordable product lines, including Canyon
Ranch, Knightsbridge Residences, and Acqua Private Residences. He graduated summa cum
laude with a Bachelor’s Degree in Economics (dual major in Finance and Entrepreneurial
Management) from the University of Pennsylvania’s Wharton School in 1995 and received his
MBA from the Wharton School in 2004.

Mr. Jose Carlo R. Antonio, 40 years old, Filipino, is a Director of the Company and a member
of the Board of Directors. Prior to joining the Company in 2007, he worked in the investment
banking groups of Citigroup and Goldman Sachs. He graduated magna cum laude with a
Bachelor’s Degree in Economics (major in Finance) from the University of Pennsylvania’s
Wharton School in 2005.

Ms. Hilda R. Antonio, 76 years old, Filipino, is a Director of the Company and a member of
the Board. She is the wife of the Chairman, Amb. Jose E.B. Antonio. She is a philanthropist
and a member of the Board of Directors of CPI, Museum Properties, Inc., Heirloom Properties
Inc., and Sovereign Property Holdings. She graduated from Assumption College of Manila
with a degree in Economics.

Mr. Ricardo P. Cuerva, 78 years old, Filipino, is a Director of the Company and a member of
the Board. Mr. Cuerva was a co-founder of Meridien and served as Meridien’s President from
1988 to 1996. He also currently serves as a member of the Rotary Club of Makati City. Mr.
Cuerva graduated from San Beda College in 1961 with a Bachelor of Science Degree in
Business Administration and obtained his MBA from Ateneo De Manila in 1971. Mr. Cuerva is
the President and owner of Century Project Management and Construction Corporation, which
oversees the construction of the Company’s vertical developments.

Mr. Rafael G. Yaptinchay, 73 years old, Filipino, is a Director of the Company and a member
of the Board. Mr. Yaptinchay was a co-founder of Meridien and served as Meridien’s
President from 1996 to 2009. He previously served as the Assistant Treasurer and Head of
Business Development/Corporate Planning of Philippine National Construction
Corporation. Mr. Yaptinchay is a member of the Rotary Club of Ortigas and the Association of
Asian Manager, Inc. Mr. Yaptinchay graduated from Ateneo de Manila University in 1971 with
a Bachelor’s Degree (major in Economics) and received his MBA from Asian Institute of
Management in 1974.

242
Amb. Jose L. Cuisia Jr., 79 years old, Filipino citizen, is the former Ambassador
Extraordinary and Plenipotentiary of the Republic of the Philippines to the U.S.A. Ambassador
Cuisia is also well-respected figure in Philippine business, with over 32 years in financial
services, most recently as the President and Chief Executive Officer (“CEO”) of the largest
and most profitable non-bank financial institution on the Philippines. He serves on the boards
of many of the Philippines’ most important private and listed companies and has shared his
expertise as Trustee on various academic institutions and non-Government organizations
espousing good governance and corporate social responsibility, including the Asian Institute
of Management. Ambassador Cuisia has over 10 years of experience in public service, having
served Filipinos as the Governor of the Central Bank of the Philippines and Chairman of its
Monetary Board as well as President and CEO of SSS in the 1980s and 1990s. At the Central
Bank, Ambassador Cuisia oversaw the liberalization of foreign exchange controls, resulting
in, among others, the entry of more substantial foreign direct investment that strengthened the
Philippine Peso and the country’s foreign exchange reserves. The Ambassador also led the
efforts in establishing what is now the BSP, allowing it to become a more effective guardian of
monetary policy and ensuring the stability of the banking system. Amb. Cuisia also serves as
Director to various companies namely: Investment & Capital Corporation of the
Philippines, Asian Institute of Management, Phinma Corporation, SM Prime Holdings
Inc., and Philippine Investment Management, Inc. He likewise serves as an Independent
Director of Manila Water Company, Inc.

Mr. Stephen T. CuUnjieng, 64 years old, Filipino citizen, is a prominent investment banker,
and currently serves as an Independent Director of Aboitiz Equity Ventures, Inc. He has a long
and extensive experience in investment banking with several major financial institutions
including HFS Capital LLC and Evercore Partners, Inc., as well as the Chairman of Evercore
Asia Limited. He is an advisor to a number of Asia’s most prominent companies like San
Miguel Corporation, Samsung Electronics, Tiger Airways, among others. He finished his
undergraduate and law degree from Ateneo De Manila University and later on, earned his
MBA degree from the Wharton School of Business at the University of Pennsylvania.

Mr. Carlos C. Ejercito, 77 years old, Filipino, is the former Chairman of the UCPB and
currently the Chairman and CEO of Northern Access Mining, Inc., Forum Cebu Coal
Corporation, and Kaipara Mining and Development Corporation. He graduated Cum Laude
from the University of the East where he finished his Bachelor’s Degree in Business
Administration. He became a Certified Public Accountant in 1966. He received his MBA at the
Ateneo Graduate School of Business in 1976 and graduated from his Management
Development Program in 1983 at the Harvard Business School. As of date, he serves as an
Independent Director at Aboitiz Power Corporation, Bloomberry Resorts Corporation, and
Monte Oro Resources and Energy Corporation.

Ms. Aileen Christel U. Ongkauko, 55 years old, Filipino citizen, is concurrently the Group
President and CEO of La Filipina Uy Gongco Corporation & Subsidiaries, a highly diversified
agribusiness, livestock, and food company established more than a century ago. She is also a
Director of South Balibago Resources Inc. and Ateneo Family Business Development
Center. Ms. Ongkauko was also former Director of Aboitiz Equity Ventures International,
Aboitiz Power International, Pilmico International, and Advisor to the Board for Weather
Philippines, Inc. She graduated magna cum laude and was a Departmental Awardee from
Ateneo de Manila University, where she earned her degree in Bachelor of Arts in Management
Economics.

Atty. Danny E. Bunyi, 58 years old, Filipino, is the Corporate Secretary of the Company. He
is likewise a Senior Partner at Divina Law Offices and a lecturer at John Gokongwei School of
Management in Ateneo de Manila University and at the Trust Institute Foundation of the
Philippines. He was the Senior Vice President and Corporate Secretary of the Development
Bank of the Philippines and the Chief Compliance Officer and Legal Services Group Head of

243
Robinsons Bank. He was also the Legal Counsel for Consumer Banking of Standard
Chartered Bank (Manila Office) and the Head of the Legal Advisory Division of the Philippine
Commercial International Bank. He completed the Finance for Senior Executives Program in
the Asian Institute of Management as well as the course on Trust Operations and Investment
Management conducted by the Trust Institute Foundation of the Philippines. He obtained his
law degree at the Ateneo de Manila University, with a Bachelor’s Degree in Business
Management, major in Legal Management, from the same university. Atty. Bunyi has
extensive work experience in the field of banking and finance, trust banking and investment
management, and corporate and special projects.

Mr. Carlos Benedict K. Rivilla IV, 51 years old, Filipino, is the Assistant Corporate Secretary
and Vice-President for Corporate Affairs of the Company. As part of his experience in the
business sector, he served as Corporate Compliance Officer and Vice-President for Finance
in a corporation engaged in mass media for four (4) years in Cebu City and also previously
handled corporate affairs for the Company and served as Director and Corporate Secretary of
various businesses in Makati City. He joined the Company in 2007. Mr. Rivilla is a graduate
of University of San Jose Recoletos. Mr. Rivilla was appointed Assistant Corporate Secretary
on 17 August 2011.

Mr. Ponciano S. Carreon, Jr., 49 years old, Filipino, is the Chief Financial Officer (“CFO”),
Corporate Treasurer, and Head for Investor Relations. Prior to joining CPGI, he served as
CFO of Landco Pacific Corporation, CFO of Arthaland Corporation, Assistant Vice President
of Controllership at SM Development Corporation, Controller of Crown Asia Properties, Inc.,
a Vista Land subsidiary, and as member of the Board of Directors of Club Punta Fuego Inc.,
Fuego Land Corporation, and Fuego Development Corporation. He also brings with him solid
banking experience having served as a bank controller, audit head and examiner. He is an
Ateneo-BAP Certified Treasury Professional, a cum laude graduate of Bachelor of Science in
Accountancy degree at San Beda College and a Certified Public Accountant Licensure
Examination board topnotcher.

Ms. Julienne Cruz, 40 years old, Filipino, is the new Group Head for Corporate
Communications of the Company effective 1 November 2021. Prior to joining the Company in
2007, she served as a Public Relations (“PR”) Associate in Grupo Agatep (formerly Agatep
Associates) and a television production member of various motoring media shows. As part of
her corporate background, she served as PR Associate, Advertising Manager, Marketing
Communications Manager, and Assistant Vice President for Communications of the Company
until 2020. She graduated with a Bachelor’s Degree in Communication Arts from Miriam
College Quezon City in 2005. Ms. Cruz is taking her MBA degree through the Regis program
of the Ateneo Graduate School of Business in Makati.

Atty. lsabelita Ching-Sales, 44 years old, Filipino, serves as the Company’s Group Head for
Legal Services and Corporate Affairs, Chief Information Officer, and Chief Compliance Officer.
Prior to joining Century Properties, Atty. Ching-Sales was the Chief Legal Counsel and Chief
Information Officer of Asiatrust Development Bank, also a publicly-listed company. Having
undergone extensive training and experience on loans, credit, and branch banking operations,
she was also appointed Head for Credit Support Department, and still is the Corporate
Secretary of Asiatrust Development Bank, now NextGenesis Corporation. Atty Ching-Sales
also worked as Head for Operations of China Banking Corporation’s Acquired Assets Division.
She graduated from the University of Sto. Tomas with a Bachelor’s Degree in Legal
Management and obtained her degree in Bachelor of Laws and Juris Doctor degree at San
Beda College of Law and San Sebastian College Recoletos Manila, Institute of Law.

Mr. Ritchelle T. Cordero, 43 years old, Filipino, is the Group Head for Human Resources and
Administration of the Company. He graduated with academic distinction from San Beda
College, Manila in 2002 with the degree of Bachelor of Arts in Philosophy and Human

244
Resources Development. He completed the Executive MBA degree program at the Asian
Institute of Management in 2017. Prior to joining the Company, he was the Human Resources
(“HR”) Manager of Ayala Property Management Corporation, a subsidiary of Ayala Land Inc.,
HR Officer of DMCI Project Developers, Inc., and HR & Quality Management Officer of Asiatic
Development Corporation.

All the directors and members of the senior management of the Company possess a high
degree of integrity and character and are fully capable and able to perform their duties as
directors and members of senior management, respectively. The Company does not believe
that its business is dependent on the services of any particular employee.

As of the date of this Prospectus, the directors and key officers of the Company have no
material pending civil or criminal cases filed by or against them.

From time to time, the Company and its Subsidiaries, its Board of Directors and Key Officers
are subject to various civil, criminal and administrative lawsuits and other legal actions arising
in the ordinary course of our business. Typical cases include adverse claims over title to land,
claims for recovery of money and damages and claims for cancellations of sales agreements
and refund of deposits. In the opinion of the Company's management, none of the lawsuits or
legal actions to which it is currently subject will materially affect the daily operations of its
business nor will they have a material adverse effect on the Company's consolidated financial
position and results of operations.

Significant Employee

The Issuer has no employee and non-executive officer who is expected to make, individually
on his own, a significant contribution to the business.

245
COMPENSATION AND BENEFITS OF KEY MANAGEMENT
PERSONNEL

Information as to the aggregate compensation paid or accrued during the last two (2) fiscal
years and to be paid in the ensuing fiscal year to the executive officers and senior
management follows:
Name and Principal Position Year Salary (in ₱) Bonus (in ₱) Other Annual
Compensation
(in ₱)
Aggregate executive Projected 2023 71,293,378.79 5,484,106.06 0
compensation for CEO and top
4 Most Highly Compensated Actual 2023 0
Officers/ Directors: (as of Sept) 46,804,236.12 9,265,917.61
0
1. Jose Marco Antonio Actual 2022 67,257,904.52 0.00
(President and Chief Executive 0
Officer) Actual 2021 67,175,110.12 0.00

2. Jose Eduardo Antonio


(Executive Chairman)

3. Jose Carlo Antonio (Director)

4. John Victor Antonio (Vice


Chairman)

5. Rafael Yaptinchay (Director)

Aggregate executive Projected 2023 25,365,703.30 1,951,207.95 0


compensation of all other
officers unnamed Actual 2023 0
(as of Sept) 17,693,766.36 5,419,986.37
0
Actual 2022 23,929,908.77 0.00
0
Actual 2021 26,981,041.72 333,861.10

Information as to the aggregate compensation paid or accrued of the following members of


management who are not at the same time directors during the financial year follows:

Name of Officer/Position Salary (in ₱) Bonus (in ₱) Total (in ₱)

Ponciano S. Carreon, Jr.


(CFO/Treasurer/Investor or Relations
Officer)

Ritchelle T. Cordero (HR Head)

Carlos Benedict K. Rivilla (Asst. Corp.


Sec./Corp. Affairs)
17,693,766.36 5,419,986.37 23,113,752.73
Julienne M. Cruz (Group Head for
Corporate Communications)

Isabelita C. Sales (Group Head for


Legal Services and Corporate Affairs,
Chief Information and Chief
Compliance Officer)

246
The Company does not have any standard arrangement or other arrangements with its
executive directors and, as previously mentioned, the executive directors of the Company do
not receive any compensation for acting in such capacity, except for the independent directors
who receives a monthly fee of One Hundred Thousand Pesos (₱100,000) for board meetings,
special meetings and board committee meetings. With regard to the employment contracts
between the Company and the executive officers, the Company employs the same standard
employment contract applicable to all its officers and employees. The Company has not issued
and/or granted stock warrants or options in favor of its officers and employees.

247
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN
RECORD AND BENEFICIAL OWNERS
Security Ownership of Certain Record and Beneficial Owners

As of 30 November 2023, the Company is aware of only (2) stockholders owning in excess
of 5% of the Company’s common stock other than those set forth in the table below.

As advised to the Company, BDO Securities Corporation and F. Yap Securities, Inc. own more
than 5% of the Company’s Common Shares under the PCD Nominee Corporation.

Name of Beneficial
Name and Address of Owner and No. of Shares
Title of Class Record Owner and Citizenship Percent
Relationship with Held
Relationship with Issuer Record Owner

Century Properties Inc. (21st


Floor, Pacific Star Building, -CPI-
Sen Gil Puyat corner Makati
Avenue Makati City) Carlos Benedict K.
Common Filipino 6,311,104,949 53.94%
Rivilla, IV Duly
(relationship with issuer – authorized representative
Majority shareholder R
controlled by Antonio family)

PCD Nominee Corporation


(Filipino) (G/F Phil Stock
Exchange
Common Bldg., Makati) Filipino
Majority 4,970,633,055 42.48%
(relationship with issuer –
None)

248
SECURITY OWNERSHIP OF MANAGEMENT
The amount and nature of the ownership of the Company’s shares by the Company’s directors
and officers, as of 30 September 2023, are set forth in the table below.

Amount and
Nature of
Title of Class Name of Beneficial Owner Citizenship % of Class
Beneficial
Ownership

Common Jose E.B. Antonio 79,530,001 – Filipino 0.68%


Direct

Common John Victor R. Antonio 1 – Direct Filipino 0.000000028%

Common Jose Marco R. Antonio 1 – Direct Filipino 0.000000028%

Common Jose Carlo R. Antonio 1 – Direct Filipino 0.000000028%

Common Rafael G. Yaptinchay 1 – Direct Filipino 0.000000028%

Common Ricardo Cuerva 214,995,169– Filipino 1.838%%


Indirect

Common Jose L. Cuisia 1 – Direct Filipino 0.000000028%

Common Stephen T. Cuunjieng 1 – Direct Filipino 0.000000028%

Common Carlos C. Ejercito 1 – Direct Filipino 0.000000028%

Common Hilda R. Antonio 1 – Direct Filipino 0.000000028%

Common Aileen Christel U. Ongkauko 1 – Direct Filipino 0.000000028%

- Atty. Danny E. Bunyi none Filipino 0.0000000%

- Carlos Benedict K. Rivilla, IV none Filipino 0.0000000%

- Julienne M. Cruz none Filipino 0.0000000%

- Isabelita Ching Sales none Filipino 0.0000000%

- Ponciano S. Carreon Jr. none Filipino 0.0000000%

Common Aggregate shareholding of all directors 294,525,179


and officers as a group

VOTING TRUST HOLDERS OF 5.0% OR MORE

As of 30 September 2023, the Company does not know of any person who holds more than
5% of its Common Shares under a voting trust or similar agreement.

CHANGES IN CONTROL

As of the date of this Prospectus, there are no arrangements, which may result in a change in
control of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and
operating decisions. Parties are also considered to be related if they are subject to common
control or common significant influence which include affiliates.

249
The Company, in its regular conduct of business, enters into transactions with related parties
principally consisting of advances and reimbursement of expenses, development,
management, marketing, leasing, and administrative service agreements and purchases,
which are made based on terms agreed upon by the parties.

The table below sets out principal ongoing transactions of the Company with related parties.

Due from Related Parties


Amount of Amount of
30 September transactions transactions (30
2023 31 December 2022 (30 September September 2022) Terms and
(Unaudited) (Audited) 2023) Conditions
Ultimate Parent P
= 307,477,574 P
= 270,437,913 P
= 37,039,661 P
= 37,450,000 Noninterest
Officers and stockholders 218,929,753 223,177,152 (4,247,399) 34,413,430 bearing, due
Under common control and
CISI 543,898,695 450,659,309 93,239,386 361,009,661 demandable,
Century Group International Corp. settlement
(CGIC) 77,093 77,093 – 51,068 occurred
Century Retail IT, Inc. (CRIT) 10,821 10,821 – (13,372) generally on
Entity managed by a related cash,
party unsecured, no
CAC 30,847,016 30,960,415 (113,399) – impairment
Centuria Pharma − − − (113,401)
P
= 1,101,240,952 P
= 975,322,703 P
= 125,918,249 P
= 432,797,386

Due to Related Parties


Amount of Amount of
transactions transactions (30
30 September 2023 31 December 2022 (30 September September 2022) Terms and
(Unaudited) (Audited) 2023) Conditions
Ultimate Parent P
= 234,795,327 P
= 237,284,750 (P
= 2,489,423) (P
= 3,009,285) Noninterest
CGIC 456,360 456,360 – bearing, due and
demandable,
settlement
occurred generally
on cash,
Officers and unsecured, no
stockholders 154,676,104 120,319,516 34,356,588 21,314,438 impairment
P
= 389,927,791 P
= 358,060,626 P
= 31,867,165 P
= 18,305,153

Significant transactions of the Group with related parties are described below:

Due from related parties pertains to advances provided by the Group to the stockholders and
other affiliates.

Due to related parties pertains to advances received by the Group for its working capital.

Management agreement

The Group contracted CISI to manage all of its sales and marketing activities. CISI is a wholly-
owned subsidiary of CPI.

FAMILY RELATIONSHIPS

Except for Messrs. Jose E.B. Antonio, John Victor R. Antonio, Jose Marco R. Antonio, Jose
Carlo R. Antonio and Ms. Hilda R. Antonio, none of the above indicated Directors and Senior
Officers are bound by any familial relationships with one another up to the fourth civil degree,
either by consanguinity or affinity.

Messrs. John Victor R. Antonio, Jose Marco R. Antonio, and Jose Carlo R. Antonio are
brothers while Ms. Hilda R. Antonio is their mother and Mr. Jose E.B. Antonio is their father.

250
A complete description and the balances of the related party transactions are outlined in notes
of the accompanying consolidated financial statements.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

The Company is not aware of any of the following events having occurred during the past five
(5) years up to the date of this Prospectus that are material to an evaluation of the ability or
integrity of any director, nominee for election as Director, executive officer, underwriter or
controlling person of the Company:

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

(b) any conviction by final judgment, including the nature of the offense, in a criminal
proceeding, domestic or foreign, or being subject to a pending criminal proceeding,
domestic or foreign, excluding traffic violations and other minor offenses;

(c) being subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, domestic or foreign, permanently or
temporarily enjoining, barring suspending or otherwise limiting his involvement in any
type of business, securities, commodities or banking activities; and

(d) being found by a domestic or foreign court of competent jurisdiction (in a civil action),
the SEC or comparable foreign body, or a domestic or foreign exchange or other
organized trading market or self-regulatory organization, to have violated a securities
or commodities law or regulation, and the judgment has not been reversed, suspended
or vacated.

251
DESCRIPTION OF DEBT
As of 30 September 2023, CPGI had the equivalent of ₱25.45 Billion of approved credit
facilities, of which ₱18.89 Billion is outstanding.

The following table describes the consolidated outstanding long and short-term debt of CPGI
and its subsidiaries as of 30 September 2023.

Amount
Original
Outstanding
Description of Principal Maturity / Due
Borrower Lender as of 30
Indebtedness Amount Date
September 2023
(In ₱ Million)
(In ₱ Million)

Term Loan

Term Loan CCDC Banco de Oro 4,200 Sep. 2024 2,538


Term Loan (short-
CPMI BPI 15 Feb. 2024 15
term)
Various (Oct
Term Loan PPHI BPI 850 2023 to Mar 29
2024)
Term Loan PPHI CBS 500 Dec. 2026 463

Term Loan CLC DBP Jul. 2026 300


1,000
Various (Oct
Term Loan CCDC II PNB 2023 to Oct
4,000 3,923
2027)
Term Loan (short- Various (Jan to
CPGI PNB 342 342
term) Sep 2024)
Term Loan (short-
CPGI PTC 130 Aug. 2024 130
term)
Term Loan PPHI SBC 450 May 2025 239

Term Loan CLC UCPB Sep. 2024 380


1,000
Sub-total 12,487 8,359

Contract-To-Sell
Financing
Contract-To-Sell Various (Oct.
CCDC Banco de Oro 500 1
Financing 2023)
Various (Oct
Contract-To-Sell
CLC Banco de Oro 2023 to Sep 282
Financing
2026)
Various (Oct
Contract-To-Sell
MDC Banco de Oro 2023 to Apr 18
Financing
2024)
Various (Oct
Contract-To-Sell
TPI I Banco de Oro 2023 to Apr 19
Financing 1,500
2027)
Various (Oct
Contract-To-Sell
TPI II Banco de Oro 2023 to Oct 53
Financing
2027)
Various (Oct
Contract-To-Sell
TPI III Banco de Oro 2023 to Dec 39
Financing
2027)
Various (Oct
Contract-To-Sell
PPHI Banco de Oro 2023 to Dec 106
Financing
2027)

252
Various (Oct
Contract-To-Sell
CCDC Chinabank 2023 to Sep 223
Financing 1,000
2027)
Various (Oct
Contract-To-Sell
CLC Chinabank 2023 to Aug 458
Financing
2030)
Various (Oct
Contract-To-Sell
CMDC Chinabank 2023 to Feb 4
Financing
2026)
Various (Oct
Contract-To-Sell
TP I SBC 2023 to Dec 5
Financing
2031)
Various (Oct
Contract-To-Sell
TP II SBC 500 2023 to Dec 6
Financing
2031)
Various (Oct
Contract-To-Sell
TP III SBC 2023 to Jan 8
Financing
2032)
Various (Oct
Contract-To-Sell
PPHI SBC 2023 to Dec 216
Financing
2032)
Sub-total 3,500 1,437

Letter of Credit /
Trust Receipt
Letter of Credit /
CCDC Philtrust Bank 410 -
Trust Receipt
Various (Oct
Letter of Credit /
CLC Philtrust Bank 2023 to Mar 94
Trust Receipt
2024)
Sub-total 410 94

Bonds

Bonds CPGI Bonds Mar. 2024


3,000 3,000
Bonds CPGI Bonds Feb. 2027
3,000 3,000
Various (Mar
Bonds CPGI Bonds 2026 to Mar
3,000 3,000
2030)
Sub-total 9,000 9,000

Leasing Facility

BDO Leasing
Leasing Facility CCDC 50 Oct. 2023 0[1]
and Finance
Sub-total 50 0

Grand Total 25,447 18,890

[1] The outstanding balance excludes guaranty deposit of ₱172,400.00. [BDO LEASING]

The Company currently avails of four (4) main types of credit facilities namely term loan,
Contract-To-Sell Financing, Letter of Credit / Trust Receipt, and Leasing Facility.

253
The Company’s term loan facilities granted by various financial institutions are paid back from
profits of the business, according to a fixed amortization schedule. The Company’s term loans
are secured by real estate mortgage, chattel mortgage, corporate guaranty and assignment
of leasehold rental. The Company has availed of term loans with maturity ranging from more
than one (1) year up to five (5) years, for additional working capital, and for the development
of certain projects.

Contract-to-Sell financing are credit facilities extended by financial institutions which purchase
accounts receivables of the Company covered by Contracts to Sell of buyers of units from
various projects, both on a with and without recourse basis.

Letter of Credit / Trust Receipts is a type of financing extended by various banks to finance
purchases mainly of construction materials for the Company’s projects like cement and rebars
from various suppliers. The banks essentially pay the Company’s suppliers then require the
Company to execute trust receipts over the goods purchased.

A bank has also extended a leasing facility to the Company for the purpose of renting
equipment and vehicles used in the conduct of business. Under this facility, a lease
guarantees the Company (the lessee or renter) the use of various equipment and vehicles and
guarantees the bank (the property owner) regular payments from the Company for a specific
period.

254
CORPORATE GOVERNANCE
Evaluation System to Measure or Determine Level of Compliance with the Manual of
Corporate Governance

The Company has undertaken constant self-rating assessment (SRA) and performance
evaluation exercises in relations to its corporate governance policies both for the purpose of
monitoring compliance and instilling deeper awareness and observance by the Company’s
Board of Directors and top-level management.

Measures Undertaken to Comply with Leading Practices

The Compliance Officer has been tasked to keep abreast of such developments and to
constantly disseminate relevant information in this regard.

Deviations from the Manual on Corporate Governance

No deviation has been noted to date.

Plans to Improve Company’s Corporate Governance

Possible improvement in the Company’s corporate governance policies and practices are
being constantly studied and reviewed. The Company undertakes to comply with all SEC and
PSE mandated corporate governance revisions and memorandums.

For 2022, the Company’s submitted to the SEC the certification of compliance on corporate
governance and the Annual Corporate Governance Report (ACGR). CPGI has also complied
with the memorandum circular of the PSE on the submission of the corporate governance
Guidelines for listed corporations. Changes were implemented on the company’s website to
improve its corporate governance section and the monitoring of updates and disclosures
pursuant to respective SEC Memorandums.

255
THE PHILIPPINE STOCK MARKET
The information presented in this section has been extracted from publicly available
documents which have not been prepared or independently verified by us, the Sole Issue
Manager, Lead Underwriter and Sole Bookrunner, or any of their respective subsidiaries,
affiliates or advisors in connection with the offer and sale of the Series B Preferred Shares.

Brief History

The Philippines initially had two stock exchanges, the Manila Stock Exchange, which was
established on 8 August 1927, and the Makati Stock Exchange, which was established on 27
May 1963. Each exchange was self-regulating, governed by its respective Board of Governors
elected annually by its members.

Several steps initiated by the Philippine government resulted in the unification of the two
bourses into the PSE. The PSE was incorporated on 23 December 1992 by officers of both
the Makati and the Manila Stock Exchanges. On 4 March 1994, the SEC granted the PSE its
license to operate as a securities exchange and simultaneously canceled the licenses of the
two exchanges. The PSE previously maintained two trading floors, one in Makati City and the
other in Pasig City, which were linked by an automated trading system that integrated all bid
and ask quotations from the bourses. In February 2018, the PSE transferred to its new office
located at the PSE Tower, Bonifacio Global City, Taguig City. The PSE Tower houses the
PSE corporate offices and a single, unified trading floor. On 24 June 2022, the PSE closed its
trading floor at the PSE Tower, Bonifacio Global City to embrace digital trading. Traders are
to conduct activities off-site instead of their trading booths, embracing remote setup. While the
PSE shifted to “floorless trading,” bell ringing ceremonies for new listings would still be
conducted in the PSE headquarters.

On 29 June 1998, the Philippine SEC granted the Self-Regulatory Organization status to the
PSE, allowing it to impose rules as well as implement penalties on erring trading participants
and listed companies. On 8 August 2001, the PSE completed its demutualization, converting
from a non-stock member-governed institution into a stock corporation in compliance with the
requirements of the SRC. The PSE has an authorized capital stock of ₱120 Million. As of 30
September 2023, the PSE has 85,598,798 issued shares, comprised of 82,084,846
outstanding shares, (of which 61.2 Million shares were subscribed and fully paid-up as of 30
June 2018) and 3,513,952 treasury shares. Each of the 184 member-brokers was granted
50,000 common shares of the new PSE at a par value of ₱1.00 per share. In addition, a trading
right evidenced by a “Trading Participant Certificate” was immediately conferred on each
member broker allowing the use of the PSE’s trading facilities. As a result of the
demutualization, the composition of the PSE Board of Governors was changed, requiring the
inclusion of seven brokers and eight non-brokers, one of whom is the President of the PSE.

On 15 December 2003, the PSE listed its shares by way of introduction at its own bourse as
part of a series of reforms aimed at strengthening the Philippine securities industry.

Classified into financial, industrial, holding firms, property, services, and mining and oil sectors,
companies are listed either on the PSE’s Main Board or the Small, Medium and Emerging
Board. In 2013, the PSE issued Rules on Exchange Traded Funds (“ETF”) which provides for
the listing of ETFs on an ETF Board separate from the PSE’s existing boards.

Previously, the PSE allowed listing on the First Board, Second Board, or the SME Board. With
the issuance by the PSE of Memorandum No. CN-No. 2013-0023 dated 6 June 2013,
revisions to the PSE Listing Rules were made, among which changes are the removal of the
Second Board listing and the requirement that lock-up rules be embodied in a company’s

256
articles of incorporation of the Issuer. Each index represents the numerical average of the
prices of component shares.

The PSE has a benchmark index, referred to as the Philippine Stock Exchange Index (”PSEi,”
previously “PHISIX”), which as at the date thereof which reflects the price movements of
selected shares listed on the PSE, based on traded prices of shares from the various sectors.
The PSE shifted from full market capitalization to free float market capitalization-weighted
effective 3 April 2006, simultaneous with the migration to the free float index and the renaming
of the PHISIX to PSEi. The PSEi is composed of shares of 30 selected companies listed on
the PSE. On 26 July 2010, the PSE launched a new trading system, PSE Trade.

With the increasing calls for good corporate governance and the need to consistently provide
full, fair, accurate and timely information, the PSE has adopted an online daily disclosure
system to support the provision of material information coming from listed companies and
enhance access to such reports by the investing public. In December 2013, the PSE replaced
its online disclosure System with a new disclosure system, the PSE Electronic Disclosure
Generation Technology (“EDGE”), The PSE EDGE, a new disclosure system co-developed
with the Korea Exchange, went live. The PSE EDGE system provided a dedicated portal for
listed company disclosures and also offered a free-to download mobile application for easy
access by investors, with a variety of features to (i) further standardize the disclosure reporting
process of listed companies on the PSE, (ii) improve investors’ disclosure searching and
viewing experience, and (iii) enhance overall issuer transparency in the market.

The main index for PSE is the PSEi, which is a capitalization-weighted index composed of
stocks representative of the Industrial, Properties, Services, Holding Firms, Financial and
Mining & Oil Sectors of the PSE. It measures the relative changes in the free float-adjusted
market capitalization of the 30 largest and most active common stocks listed at the PSE. The
selection of companies in the PSEi is based on a specific set of public float, liquidity and
market capitalization criteria. There are also six sector-based indices as well as a broader all
shares index.

In June 2015, the PSE Trade system was replaced by the PSE Trade XTS, which utilizes
NASDAQ's X-stream Technology. The PSEtrade XTS, which replaced the NSC trading
platform provided by NYSE Euronext Technologies SAS, is equipped to handle large trading
volumes. It is also capable of supporting the future requirements of the PSE should more
products and services be introduced.

In November 2016, the Exchange received regulatory approvals to introduce new products in
the stock market – the Dollar Denominated Securities and the Listing of PPP Companies.

In June 2018, the PSE received approval from the Philippine SEC to introduce short selling in
the equities market.

The PSE launched its Corporate Governance Guidebook in November 2010 as another
initiative of the PSE to promote good governance among listed companies. It is composed of
ten (10) guidelines embodying principles of good business practice and is based on
internationally recognized corporate governance codes and best practices.

The table below sets out movements in the composite index as of the last Business Day of
each calendar year from 2006 to 2022, and shows the number of listed companies, market
capitalization, and value of shares traded for the same period:

257
Number of Market
Listed Capitalization Value Turnover
Year PSEi Level Companies (in ₱ Billion) (in ₱ Billion)
2006 2,982.54 239 7,173.19 572.63
2007 3,621.60 244 7,976.84 1,338.25
2008 1,872.85 246 4,072.16 763.90
2009 3,052.68 248 6,032.22 994.15
2010 4,201.14 253 8,866.11 1,207.38
2011 4,371.96 253 8,696.96 1,422.59
2012 5,812.73 254 10,930.09 1,771.71
2013 5,889.83 257 11,931.29 2,546.18
2014 7,230.57 263 14,251.72 2,130.12
2015 6,952.08 265 13,465.57 2,151.41
2016 6,840.64 265 14,438.77 1,929.50
2017 8,558.42 267 17,583.13 1,958.36
2018 7,466.00 267 16,150.00 1,740.00
2019 7,815.30 271 16,705.30 1,772.58
2020 7,139.70 274 15,888.90 1,770.90
2021 7,122.60 276 18,081.10 2,232.50
2022 6,566.39 286 16,558.49 1,788.69
3Q23 6,321.24 285 16,700.00 1,210.00

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Source: PSE website and Annual Reports

Trading

The PSE is a double auction market. Buyers and sellers are each represented by The PSE is
a double auction market. Buyers and sellers are each represented by stockbrokers. To trade,
bid or ask prices are posted on the PSE’s electronic trading system. A buy (or sell) order that
matches the lowest asked (or highest bid) price is automatically executed. Buy and sell orders
received by (1) one broker at the same price are crossed at the PSE at the indicated price.
Payment of purchases of listed securities must be made by the buyer on or before the second
trading day (the settlement date) after the trade.

Generally, equities trading on the PSE starts at 9:30 a.m. until 12:00 p.m., when there will be
a one-hour lunch break. In the afternoon, trading for the morning session, and resumes at
1:00 p.m. and ends at 3:00 p.m. Trading days are Monday to Friday, except legal holidays and
days when the BSP clearing house is closed and such other days as may be declared by the
Philippine SEC or the PSE, to be a non-trading day.

Minimum trading lots range from five to 1,000,000 shares depending on the price range and
nature of the security traded. The minimum trading lot for a company’s shares is 100 shares.
Odd-sized lots are traded by brokers on a board specifically designed for odd-lot trading.
To maintain stability in the stock market, daily price swings are monitored and regulated
through the enforcement of static and dynamic thresholds. The upper static threshold enforces
a 50%, while the lower static threshold enforces as 30%, trading band within which the price
of a stock is allowed to move. When the price of a listed security moves up by 50% (price
ceiling) or down by 30% (floor price) on a particular day (to be reckoned from the last closing
price or the last adjusted closing price, whichever is higher), the price of that security is
automatically frozen by the PSE, unless there is an official statement from the corporation or
a government agency justifying such price fluctuation, in which case the affected security can
still be traded but only at the frozen price. If the subject corporation fails to submit such
explanation, a trading halt is imposed by the PSE on the listed security the following day.

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Resumption of trading shall be allowed only when the disclosure of the subject corporation is
disseminated, subject again to the trading ban.

The dynamic threshold is the maximum allowable price difference between an update in the
Last Traded Price (“LTP”) of a given stock or group of stocks and its preceding LTP that is
equal to a percentage set by the PSE, subject to the classification of a stock or a group of
stocks based on its trade frequency. The Dynamic Threshold of a listed stock may vary from
10%, 15% and 20% depending on its trade frequency.

In cases where an order has been partially matched, only the portion of the order that will
result in a breach of the trading threshold will be frozen. Where the order results in a breach
of the trading threshold, the following procedures shall apply:

• In case the static threshold is breached, the PSE will accept the order, provided the
price is within the allowable percentage price difference under the implementing
guidelines of the revised trading rules (i.e., 50% of the previous day’s reference or
closing price, or the last adjusted closing price); otherwise, such order will be rejected.
In cases where the order is accepted, the PSE will adjust the static threshold to 60%.
All orders breaching the 60% static threshold will be rejected by the PSE.

• In case the dynamic threshold is breached, the PSE will accept the order if the price is
within the allowable percentage price difference under the existing regulations (i.e.,
20% for security cluster A and newly-listed securities, 15% for security cluster B and
10% for security cluster C); otherwise, such order will be rejected by the PSE.

Non-Resident Transactions

When the purchase/sale of Philippine shares involves a non-resident, whether the transaction
is effected in the domestic or foreign market, it will be the responsibility of the securities
dealer/broker to register the transactions with the BSP. The local securities dealer/broker shall
file with the BSP within three (3) Business Days from the transaction date, an application in
the prescribed registration form. After compliance with other required undertakings, the BSP
shall issue a Certificate of Registration. Under BSP rules, all registered foreign investments in
Philippine securities including profits and dividends, net of taxes and charges, may be
repatriated.

Settlement

The Securities Clearing Corporation of the Philippines (“SCCP”) is a wholly-owned subsidiary


of the PSE, and was organized primarily as a clearance and settlement agency for SCCP-
eligible trades executed through the facilities of the PSE. SCCP started its commercial
operations on 3 January 2000 and received its permanent license to operate on 17 January
2002. It is responsible for:

• synchronizing the settlement of funds and the transfer of securities through Delivery
versus Payment clearing and settlement of transactions of Clearing Members, who are
also Trading Participants of the PSE;

• guaranteeing the settlement of trades in the event of a Trading Participant’s default


through the implementation of its Fails Management System and administration of the
Clearing and Trade Guaranty Fund; and

• performance of Risk Management and Monitoring to ensure final and irrevocable


settlement.

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SCCP settles PSE trades on a two (2)-day rolling settlement environment, which means that
settlement of trades takes place two (2) days after transaction date (T+2). The deadline for
settlement of trades is 12:00 noon of T+2. Securities sold should be in scripless form and
lodged under the book entry system of the PDTC. Each PSE Trading Participant maintains a
Cash Settlement Account with one of the nine existing Settlement Banks of SCCP which are
BDO Unibank, Inc., Rizal Commercial Banking Corporation, Metropolitan Bank & Trust
Company, Deutsche Bank, Union Bank of the Philippines, The Hongkong and Shanghai
Banking Corporation Limited, Maybank Philippines, Inc., Asia United Bank, and China Banking
Corporation. Payment for securities bought should be in good, cleared funds and should be
final and irrevocable. Settlement is presently on a broker level.

SCCP implemented its Central Clearing and Central Settlement (“CCCS”) system on 29 May
2006. CCCS employs multilateral netting, whereby the system automatically offsets “buy” and
“sell” transactions on a per issue and a per flag basis to arrive at a net receipt or a net delivery
security position for each clearing member. All cash debits and credits are also netted into a
single net cash position for each clearing member. Novation of the original PSE trade contracts
occurs, and SCCP stands between the original trading parties and becomes the Central
Counterparty to each PSE-eligible trade cleared through it.

Scripless Trading

In 1995, the PDTC (formerly the Philippine Central Depository, Inc.), was organized to
establish a central depository in the Philippines and introduce scripless or book-entry trading
in the Philippines. On 16 December 1996, the PDTC was granted a provisional license by the
Philippine SEC to act as a central securities depository.

All listed securities at the PSE have been converted into book-entry settlement in the PDTC.
The depository service of the PDTC provides the infrastructure for lodgment (deposit) and
upliftment (withdrawal) of securities, pledge of securities, securities lending and borrowing and
corporate actions including shareholders’ meetings, dividend declarations and rights offerings.
The PDTC also provides depository and settlement services for non-PSE trades of listed
equity securities. For transactions on the PSE, the security element of the trade will be settled
through the book-entry system, while the cash element will be settled through the current
settlement banks, BDO, RCBC, Metrobank, DB, HSBC, Unionbank, and Maybank Philippines.

In order to benefit from the book-entry system, securities must be immobilized into the PDTC
system through a process called lodgment. Lodgment is the process by which shareholders
transfer legal title (but not beneficial title) over their shares in favor of the PCD Nominee
Corporation, a corporation wholly-owned by the PDTC, whose sole purpose is to act as
nominee and legal title holder of all shares lodged in the PDTC. “Immobilization” is the process
by which the warrant or share certificates of lodging holders are cancelled by the transfer
agent and the corresponding transfer of Beneficial Ownership of the immobilized shares in the
account of the PCD Nominee through the PDTC participant will be recorded in the issuing
corporation’s registry. This trust arrangement between the participants and PDTC through the
PCD Nominee is established by and explained in the PDTC Rules and Operating Procedures
approved by the Philippine SEC. No consideration is paid for the transfer of legal title to the
PCD Nominee. Once lodged, transfers of beneficial title of the securities are accomplished via
book-entry settlement.

Under the current PDTC system, only participants (e.g. brokers and custodians) will be
recognized by the PDTC as the Beneficial Owners of the lodged equity securities. Thus, each
Beneficial Owner of shares, through his participant, will be the Beneficial Owner to the extent
of the number of shares held by such participant in the records of the PCD Nominee. All
lodgments, trades and uplifts on these shares will have to be coursed through a participant.

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Ownership and transfers of beneficial interests in the shares will be reflected, with respect to
the participant’s aggregate holdings, in the PDTC system, and with respect to each Beneficial
Owner’s holdings, in the records of the participants. Beneficial Owners are thus advised that
in order to exercise their rights as Beneficial Owners of the lodged shares, they must rely on
their participant-brokers and/or participant-custodians.

Any Beneficial Owner of shares who wishes to trade his interests in the shares must course
the trade through a participant. The participant can execute PSE trades and non-PSE trades
of lodged equity securities through the PDTC system. All matched transactions in the PSE
trading system will be fed through the SCCP, and into the PDTC system. Once it is determined
on the settlement date (T+3) that there are adequate securities in the securities settlement
account of the participant-seller and adequate cleared funds in the settlement bank account
of the participant-buyer, the PSE trades are automatically settled in the SCCP Central Clearing
and Central Settlement system, in accordance with the SCCP and PDTC Rules and Operating
Procedures. Once settled, the Beneficial Ownership of the securities is transferred from the
participant-seller to the participant-buyer without the physical transfer of stock certificates
covering the traded securities.

If a shareholder wishes to withdraw his shareholdings from the PDTC system, the PDTC has
a procedure of upliftment under which PCD Nominee will transfer back to the shareholder the
legal title to the shares lodged, and the shares will no longer be eligible for settlement through
the PCD system. The uplifting shareholder shall follow the Rules and Operating Procedures
of the PDTC for the upliftment of the shares lodged under the name of the PCD Nominee. The
transfer agent shall prepare and send a Registry Confirmation Advice to the PDTC covering
the new number of shares lodged under the PCD Nominee. The expenses for upliftment are
for the account of the uplifting shareholder.

The difference between the depository and the registry is in the recording of ownership of the
shares in the issuing corporations’ books. In the depository set-up, shares are simply
immobilized, wherein customers’ certificates are cancelled and a confirmation advice is issued
in the name of PCD Nominee to confirm new balances of the shares lodged with the PDTC.
Transfers among/between broker and/or custodian accounts, as the case may be, will only be
made within the book-entry system of the PDTC. However, as far as the issuing corporation
is concerned, the underlying certificates are in the PCD Nominee’s name. In the registry set-
up, settlement and recording of ownership of traded securities will already be directly made in
the corresponding issuing company’s transfer agents’ books or system. Likewise, recording
will already be at the beneficiary level (whether it be a client or a registered custodian holding
securities for its clients), thereby removing from the broker its current “de facto” custodianship
role.

Amended Rule on Lodgment of Securities

On 24 June 2009, the PSE apprised all listed companies and market participants through
Memorandum No. 2009-0320 that commencing on 1 July 2009, as a condition for the listing
and trading of the securities of an applicant company, the applicant company shall
electronically lodge its registered securities with the PDTC or any other entity duly authorized
by the Philippine SEC, without any jumbo or mother certificate in compliance with the
requirements of Section 43 of the SRC. In compliance with the foregoing requirement, actual
listing and trading of securities on the scheduled listing date shall take effect only after
submission by the applicant company of the documentary requirements stated in Article III
Part A of the Revised Listing Rules.

For listing applications, the amended rule on lodgment of securities is applicable to:

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• The offer shares/securities of the applicant company in the case of an initial public
offering;

• The shares/securities that are lodged with the PDTC, or any other entity duly
authorized by the Philippine SEC in the case of a listing by way of introduction;

• New securities to be offered and applied for listing by an existing listed company; and

• Additional listing of securities of an existing listed company.

Pursuant to the said amendment, the PDTC issued an implementing procedure in support
thereof to wit:

• For a new company to be listed at the PSE as of 1 July 2009, the usual procedure will
be observed but the transfer agent of the company shall no longer issue a certificate
to PCD Nominee but shall issue a Registry Confirmation Advice, which shall be the
basis for the PDTC to credit the holdings of the depository participants on the listing
date.

• On the other hand, for an existing listed company, the PDTC shall wait for the advice
of the transfer agent that it is ready to accept surrender of PCD Nominee jumbo
certificates and upon such advice the PDTC shall surrender all PCD Nominee jumbo
certificates to the transfer agent for cancellation. The transfer agent shall issue a
Registry Confirmation Advice to PDTC evidencing the total number of shares
registered in the name of PCD Nominee in the listed company’s registry as of
confirmation date.

Further, the PSE apprised all listed companies and market participants on 21 May 2010
through Memorandum No. 2010-0246 that the Amended Rule on Lodgement of Securities
under Section 17 of Article III, Part A of the Revised Listing Rules of the PSE shall apply to all
securities that are lodged with the PDTC or any other entity duly authorized by the PSE.

Issuance of Stock Certificates for Certificated Shares

On or after the listing of the shares on the PSE, any Beneficial Owner of the shares may apply
with PDTC through his broker or custodian-participant for a withdrawal from the book-entry
system and return to the conventional paper-based settlement. If a shareholder wishes to
withdraw his shareholdings from the PDTC system, the PDTC has a procedure of upliftment
under which PCD Nominee will transfer back to the shareholder the legal title to the shares
lodged. The uplifting shareholder shall follow the Rules and Operating Procedures of the
PDTC for the uplifting of the shares lodged under the name of the PCD Nominee. The transfer
agent shall prepare and send a Registry Confirmation Advice to the PDTC covering the new
number of shares lodged under PCD Nominee.

Upon the issuance of stock certificates for the shares in the name of the person applying for
upliftment, such shares shall be deemed to be withdrawn from the PDTC book-entry
settlement system, and trading on such shares will follow the normal process for settlement of
certificated securities. The expenses for upliftment of the shares into certificated securities will
be charged to the person applying for upliftment. Pending completion of the upliftment
process, the beneficial interest in the shares covered by the application for upliftment is frozen
and no trading and book-entry settlement will be permitted until the relevant stock certificates
in the name of the person applying for upliftment shall have been issued by the relevant
company’s transfer agent.

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Amended Rule on Minimum Public Ownership

On 1 December 2017, the Philippine SEC issued SEC Memorandum Circular No. 13, Series
of 2017 (“SEC MC 13-2017”) on the rules and regulations on minimum public ownership
(“MPO”) on initial public offerings.

Under SEC MC 13-2017, listed companies filing a registration statement pursuant to Sections
8 and 12 of the SRC and with intention to list their shares for trading in an exchange shall
apply for registration with a public float of at least 20% of the companies’ issued and
outstanding shares. It shall, at all times, maintain an MPO of at least 20%. If the MPO of the
company falls below 20% at any time after registration, such company shall bring the public
float to at least 20% within a maximum period of twelve (12) months from the date of such
fall.The shares held by the following are generally considered as held by the public: (i)
individuals whose shares are not of significant size and which are non-strategic in nature; (ii)
PSE trading participants (such as brokers) whose shareholdings are non-strategic in nature;
(iii) investment funds and mutual funds; (iv) pension funds which hold shares in companies
other than the employing company or its affiliates; (v) PCD Nominees provided that none of
the Beneficial Wwners of the shares has significant holdings (i.e., shareholdings by an owner
of 10% or more are excluded and considered non-public); and (vi) Social Security funds.

If an investment in a listed company is meant to partake of sizable shares for the purpose of
gaining substantial influence on how the company is being managed, then the shareholdings
of such investor are considered non-public. Ownership of 10% or more of the total issued and
outstanding sharesof a listed company is considered significant holding and therefore non-
public.

Listed companies which become non-compliant with the MPO will be suspended from trading
for a period of not more than six months and will be automatically be delisted if it remains non-
compliant with the said requirement after the lapse of the suspension period.

Notwithstanding the quarterly public ownership report requirement of the PSE, listed
companies listed on the PSE are required to (a) establish and implement an internal policy
and procedure to monitor its MPO levels on a continuous basis; and (b) immediately report to
the Philippine SEC within the next business day if its MPO level falls below 20%. Listed
companies are also required to submit to the Philippine SEC a time-bound business plan
describing the steps that the company will take to bring the public float to at least 20% within
a maximum period of twelve (12) months from, within ten (10) days from knowledge that its
MPO has become deficient. Listed companies are also required to submit to the Philippine
SEC a public ownership report and progress report on any such submitted business plan
within fifteen (15) days after end of each month until such time that its MPO reaches the
required level.

The MPO requirement also forms part of the requirement for the registration of securities. Non-
compliance with these MPO requirements subject publicly listed companies to administrative
sanctions, including suspension and revocation of their registration with the SEC.

On 4 August 2020, the PSE issued Memorandum CN-No. 2020-0076 (Guidelines on MPO
Requirement for Initial and Backdoor Listings), effective immediately. Under the guidelines,
companies applying for initial listing through an initial public offering (“IPO”) are required to
have a minimum public offer size of 20% to 33% of its outstanding capital stock, as follows:

Market Capitalization Minimum Public Offer


Not exceeding ₱500 Million 33% or ₱50 Million, whichever is higher
Over ₱500 Million to ₱1 Billion 25% or ₱100 Million, whichever is higher

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Market Capitalization Minimum Public Offer
Over ₱1 Billion 20% or ₱250 Million, whichever is higher

A company listing through an IPO is required to maintain at least 20% public ownership level
at all times, whether the listing is initial or through backdoor listing. A company applying for
listing by way of introduction is required to have at least 20% public float upon and after listing.
For companies doing a backdoor listing, the 20% MPO requirement shall be reckoned from
the actual issuance or transfer (as may be applicable) of the securities which triggered the
application of the Backdoor Listing Rules or from actual transfer of the business in cases
where the Backdoor Listing Rules are triggered by a substantial change in business.

Amended Listing Rules for Real Estate Investment Trusts (“REITs”)

On 7 February 2020, the PSE issued Memorandum CN No. 2020-0005 on the Amended
Listing Rules for Real Estate Investment Trusts (“Amended REIT Listing Rules”). Under the
Amended REIT Listing Rules, a REIT must meet the following criteria in addition to the criteria
in the PSE Listing Rules:

1. A REIT must be a stock corporation established in accordance with the Revised


Corporation Code of the Philippines and the rules and regulations promulgated by the
Commission principally for the purpose of owning income-generating real estate
assets.
2. A REIT must have a dividend policy of distributing annually at least ninety percent
(90%) of its distributable income as dividends to its shareholders in accordance with
the REIT Act of 2009 and its IRR.
3. A REIT must be a public company upon and after listing, and to be considered as such,
a REIT must have at least one thousand (1,000) public shareholders each owning at
least fifty (50) shares of any class of shares who in the aggregate own at least one-
third (1/3) of the outstanding capital stock.
4. A REIT must have a minimum paid-up capital of ₱300 Million.
5. At least seventy-five percent (75%) of the deposited property of the REIT must be
invested in, or consist of, income-generating real estate; provided, that a REIT shall
not invest in real estate located outside the Philippines which exceeds more than forty
percent (40%) of its deposited property and, provided further, that the REIT shall at all
times secure a special authority from the securities and exchange commission in
making such investment outside the Philippines.
6. At least 1/3 of the board of directors of a REIT must be independent directors, which
in no case shall be less than two (2).
7. A REIT must appoint a qualified fund manager and property manager in accordance
with the REIT Act of 2009 and its IRR, as may be amended.
8. Directors or officers of the REIT, fund manager, property manager, distributor and
other REIT participants are subjected to the fit and proper rule under the REIT Act of
2009 and its IRR.
9. A newly formed REIT which invokes the frack record or operating history of its income
generating real estate assets shall submit audited financial statements and any other
supporting documents that reflect the back record or operating history of the REIT's
income-generating real estate assets for the applicable period.
10. The Articles of Incorporation and By-Laws of the REIT shall provide that all of the
shares of stock of the REIT shall be issued in the form of uncertificated securities and
an investor may not require the REIT to issue a certificate in respect of any share
recorded in their name.
11. Pursuant to Section 8 of these Rules, the REIT shall submit a firm undertaking on the
part of its sponsors/promoters which transferred income-generating real estate to the
REIT to reinvest in real estate or infrastructure projects in the Philippines any monies

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realized by such sponsors/promoters from (a) the subsequent sale of REIT shares or
other securities issued in exchange of income generating real estate transferred by
such sponsors/promoters to the REIT; or (b) the sale of any income-generating real
estate to the REIT. The firm undertaking shall also state the firm commitment to
regularly report to the REIT the status of implementation of the Reinvestment Plan.
12. The submission of a Reinvestment Plan by the sponsors/ promoters which transferred
income-generating real estate to the REIT.
13. The REIT and its sponsors/promoters which transferred income-generating real estate
to the REIT shall be parties to a listing agreement with the Exchange which contains,
among others, their undertaking to comply with these Rules.

The Amended REIT Listing Rules also set out the special and regular reports required for
REITs and the guidelines to observed in the reinvestment by the sponsors/promoters which
transferred income generating real estate to the REIT.

On 13 June 2022, PSE issued Memorandum MEA No. 2022-0001 amending the Amended
REIT Listing Rules relating to Lock-Up Exemption for REIT Sponsors and the Shareholder
Equity Requirement. The pertinent amendments under MEA No. 2022-0001 are as follows:

1. To enable a secondary offering of REIT shares during the IPO, even in cases where
the actual issuance of REIT shares to the sponsors/promoters in exchange for their
contributed properties at a price lower than the IPO price may take place within the
one hundred eighty (180)-day period before the IPO due to pending regulatory
approvals, such shares issued to sponsors/promoters shall be exempted from the
application of the Lock-Up Rule, provided that:
a. The shares could not have been issued earlier than the 180-day period prior to
the IPO because of pending regulatory requirements;
b. The sponsors/promoters sell the exempted shares during the IPO, provided
that, such sponsors/promoters may only sell shares during IPO to the extent of
forty-nine percent (49%) of the REIT’s outstanding capital stock; ands
c. REIT shares which are covered by this exemption but are not sold during the
IPO shall lose their lock-up exemption and be subject to the 365-day lock-up
counted from full payment.

Except as provided in the above Lock-Up Exemption, the shares of principal


stockholders of a newly- incorporated REIT which invokes the track record of its
income-generating real estate asset shall be subject to a 365-day lock-up period.

2. The maximum limit of REIT IPO Lock-Up Exemption is 94% of the outstanding capital
stock of the REIT.
3. The ₱500 Million minimum stockholder’s equity required under the existing PSE Listing
and Disclosure Rules be present at the time of filing, instead of the fiscal year
immediately preceding the filing of the listing application.
4. A newly-formed REIT is not prohibited from undertaking a secondary offering of shares
during Initial Public Offering.

Mandatory Lock-Up Rule

MANDATORY LOCK-UP RULE FOR SME BOARD LISTING

On 14 August 2020, PSE issued Memorandum Circular No. 2020-0080 (“C.N. No. 2020-
0080”), revising the Mandatory Lock-Up Rule for Small, Medium and Emerging (“SME”) Board
Listing, effective immediately. Under C.N. No. 2020-0080, the Applicant Company shall cause
its existing non-public stockholders and their related parties to refrain from selling, assigning,

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encumbering or in any manner disposing of their shares for a period of one (1) year after the
listing of such shares. All other stockholders shall not be subject to mandatory lockup. “Non-
public stockholders” was defined under C.N. No. 2020-0080 as the Applicant Company’s:

1. Principal stockholders (i.e. the owner of 10% or more of the issued and outstanding
shares);
2. Subsidiaries or affiliates;
3. Directors;
4. Principal officers; and,
5. Any other person who has substantial influence on how the applicant company is being
managed.

Meanwhile, “related parties” was defined as the non-public stockholder’s:

• Principal stockholders (i.e., the owner of 10% or more of the issued and outstanding
shares);
• Subsidiaries or affiliates;
• Directors;
• Principal officers; and
• Members of the immediate families sharing the same household of any of its principal
stockholders, directors, or principal officers.

AMENDMENTS TO THE LOCK-UP RULE IN THE MAIN BOARD AND SME BOARD

On 13 June 2022, PSE issued Memorandum MEA No. 2022-0003, amending the lock-up rule
in the Main Board Listing Rules and SME Board Listing Rules. The amendment allows
alternative investment funds (“AIFs”) or their investment vehicle with demonstrated track
record in private equity investments to sell during IPO the shares that they acquired within 180
days prior to the IPO at a price lower than the IPO price, subject to certain conditions.

Amendments to the Voluntary Delisting Rules

On 1 December 2020, PSE issued Memorandum Circular No. 2020-0104 (“C.N. 2020-0104”)
on the amendments to the voluntary delisting rules. Under C.N. 2020-0104, the delisting must
be approved by: (i) at least two-thirds (2/3) of the entire membership of the Board, including
the majority, but not less than two, of all of its independent directors; and (ii) Stockholders
owning at least two-thirds (2/3) of the total outstanding and listed shares of the listed company.

Further, the number of votes cast against the delisting proposal should not be more than ten
percent (10%) of the total outstanding and listed shares of the listed company.

As regards the tender offer price, the minimum tender offer price shall be the higher of: (i) the
highest valuation based on the fairness opinion or valuation report prepared by an
independent valuation provider in accordance with SRC Rule 19.2.6; or (ii) the volume
weighted average price of the listed security for one year immediately preceding the date of
posting of the disclosure of the approval by the Company’s Board of Directors of the
Company’s delisting from the Exchange.

Rule on Initial Listing Through a Preferred Shares Offering

On 24 May 2022, PSE issued Memorandum Circular No. 2022-0023 (“C.N. 2022-0023”),
which provides the Rule on Initial Listing through a Preferred Shares Offering, effective
immediately. Under C.N. 2022-0023, the minimum offering to the public shall be at least One

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Billion Pesos (₱1,000,000,000.00) or twenty percent (20%) of the market capitalization of
preferred shares applied for listing, whichever is higher.

Further, upon listing, the applicant company should have at least 1,000 stockholders, each
owning at least one (1) board lot, whether it is listing on the Main Board or the SME Board.
After listing, the listed company shall be subject to the 20% public float requirement.

As regards the lock-up rule, the 180-day / 365-day lock-up rule shall not apply to the initial
listing through a preferred shares offering; however, preferred shares and instruments entitling
the holder to issuance of preferred shares (e.g., convertible bonds, warrants) issued and fully
paid within 180 days before the IPO at a price lower than the IPO price shall be locked up for
365 days from full payment. If the applicant company has outstanding common shares which
are listed, the same will not be covered by the lock-up rule.

Companies mandated by law or regulation to list and/or offer their shares to the public cannot
list through this mode of initial listing. A company that lists under this Rule also cannot list by
way of introduction.

Revised Rules on Backdoor Listing

On 26 May 2022, PSE issued Memorandum Circular No. 2022-0024 (“C.N. No. 2022-0024”),
Revised Rules on Backdoor Listing, effective immediately. Under C.N. No. 2022-0024,
backdoor listing is deemed to occur if the following elements are present:

1. The listed company, directly or indirectly, acquires the shares or assets of an unlisted
company or person or group of persons or vice versa; and
2. Such transaction or series of transactions results or will result in:
1. Change in control or de facto control of the listed company; and/or
2. Substantial change in the business of the listed company.

Change in control takes place when the purchaser acquires more than fifty percent (50%) of
the voting power of the listed company while de facto control is acquired if the purchaser
becomes the single largest substantial shareholder of the listed company after the transaction
leading to the backdoor listing. Meanwhile, there is substantial change in business of the listed
company if the value of the new business or assets acquired is more than fifty percent (50%)
of the total assets of the listed company, based on the audited consolidated financial
statements of the listed company as of the end of the fiscal year preceding the backdoor listing
or the latest available interim financial statements, as may be applicable.

Some of the notable salient provisions of C.N. No. 2022-0024 are as follows:

1. Corporate approvals for primary issuance of shares resulting in backdoor listing are
required, as follows:
a. At least 2/3 of the entire membership of the Board of Directors, including the
majority (but not less than two) of its independent directors; and
b. Stockholders owning at least 2/3 of the total issued and outstanding shares of
the listed company.

2. Where a transaction results in change of control of the listed company but the new
controlling stockholder will not conduct a tender offer on the basis of any of the
exemptions provided in SRC Rule 19.3, the new controlling stockholder or the listed
company must submit to the Exchange a written confirmation from the SEC that the
mandatory tender offer requirement is not applicable. Meanwhile, if the transaction
results in substantial change in business of the listed company without the listed

267
company effecting a change in its Registration Statement, the listed company must
also submit a written confirmation from the SEC that amendment of its Registration
Statement is not required. Pending submission of these confirmations, the trading of
the shares of the listed company will remain to be suspended.

3. A backdoor-listed company shall conduct a public offering of at least ten percent (10%)
of its issued and outstanding shares within one (1) year from closing or completion of
the transaction giving rise to backdoor listing. A stock rights offering (“SRO”) shall not
be deemed a public offering for purposes of this rule. Prior to the conduct of the public
offering, the listed company shall not conduct any private capital-raising activity
(except SRO, Employee Stock Option Plan and stock dividend declaration), unless the
same is necessary to comply with the 20% MPO requirement. Secondary offering of
shares under trading suspension or lock-up shall not be allowed during the public
offering. Non-compliance with the public offering requirement within the prescribed 1-
year period shall result in trading suspension of the listed shares.

The lock-up rule pursuant to the transaction shall be six (6) months after the conduct of the
public offering. Shares held by stockholders owning at least ten percent (10%) of the total
issued and outstanding shares shall be locked up for one (1) year from closing or completion
of the transaction giving rise to backdoor listing.

268
FINANCIAL STATEMENTS
Annex A: Audited Consolidated Financial Statements as of 31 December 2022, 2021 and
2020 and for the years ended 31 December 2022, 2021, and 2020 and reviewed Interim
Condensed Consolidated Financial Statements as of 30 September 2023 and for the nine
months ended 30 September 2023 and 2022.

269
ISSUER

CENTURY PROPERTIES GROUP INC.


th
35 Floor, Century Diamond Tower, Century City,
Kalayaan Ave. cor. Salamanca St., Poblacion,
Makati City, Philippines
www.century-properties.com

SOLE ISSUE MANAGER, LEAD UNDERWRITER AND SOLE BOOKRUNNER

CHINA BANK CAPITAL CORPORATION


28th Floor, BDO Equitable Tower
8751 Paseo De Roxas
Makati City, Philippines

LEGAL ADVISORS

to the Issuer: to the Sole Issue Manager, Lead


Underwriter and Sole Bookrunner:

ANGARA ABELLO CONCEPCION SYCIP SALAZAR HERNANDEZ &


REGALA & CRUZ LAW OFFICES GATMAITAN
22nd Floor, Second Avenue SyCipLaw Center, 105
corner 30th Street, Crescent Park West Paseo de Roxas,
Taguig City, Philippines Makati City, Philippines

INDEPENDENT AUDITORS

SYCIP GORRES VELAYO & CO.


6760 Ayala Avenue
Makati City, Philippines

DEPOSITORY AGENT RECEIVING AGENT, REGISTRAR, AND


STOCK TRANSFER AGENT

PHILIPPINE DEPOSITORY STOCK TRANSFER SERVICE INC.


& TRUST CORP. Unit 34-D Rufino Pacific Tower
29th Floor BDO Equitable Tower 6784 Ayala Avenue
8751 Paseo de Roxas Makati City, Philippines
Makati City, Philippines

CENTURY PROPERTIES GROUP INC. and CHINA BANK CAPITAL CORPORATION have
exercised due diligence in ascertaining that all material representations contained in
this Prospectus and supplements thereto are true and correct in all material respects
and that no material information, which was necessary in order to make the statements
contained in said documents not misleading, was omitted.

270
COVER SHEET
for
AUDITED FINANCIAL STATEMENTS
SEC Registration Number

0 0 0 0 0 6 0 5 6 6

COMPANY NAME

C E N T U R Y P R O P E R T I E S G R O U P I N C .

A N D S U B S I D I A R I E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

3 5 / F C E N T U R Y D I A M O N D T O W E R , C E
N T U R Y C I T Y , K A L A Y A A N A V E . C O R .

S A L A M A N C A S T . , P O B L A C I O N , M A K A

T I C I T Y

Form Type Department requiring the report Secondary License Type, If Applicable

A A F S S E C N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number

cpgi@century-properties.com (02)7793-5526 N/A

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

496 6/27 12/31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number

Isabelita C. Sales cpgi@century-properties.com N/A 09955734010

CONTACT PERSON’s ADDRESS

35F Century Diamond Tower, Century City, Kalayaan Avenue, Makati City
NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within
thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission and/or
non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.

*SGVFS181289*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

Opinion

We have audited the consolidated financial statements of Century Properties Group Inc. and its
subsidiaries (the Group), which comprise the consolidated statements of financial position as at
December 31, 2022 and 2021, and the consolidated statements of comprehensive income, consolidated
statements of changes in equity and consolidated statements of cash flows for each of the three years in
the period ended December 31, 2022, and notes to the consolidated financial statements, including a
summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group as at December 31, 2022
and 2021, and for each of the three years in the period ended December 31, 2022 are prepared in all
material respects, in accordance with the Philippine Financial Reporting Standards (PFRSs), as modified
by the application of the financial reporting reliefs issued and approved by the Securities and Exchange
Commission, as described in Note 2 to the consolidated financial statements.

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics)
together with the ethical requirements that are relevant to our audit of the consolidated financial
statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 2 to the consolidated financial statements which indicates that the consolidated
financial statements have been prepared in accordance with PFRSs, as modified by the application of the
financial reporting reliefs issued and approved by the Securities and Exchange Commission in response to
the COVID-19 pandemic. The impact of the application of the financial reporting reliefs on the 2022
consolidated financial statements are discussed in detail in Note 2. Our opinion is not modified in respect
of this matter.

*SGVFS181289*
A member firm of Ernst & Young Global Limited
-2-

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatement of the consolidated financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying consolidated financial statements.

Real Estate Revenue Recognition


The Group’s revenue recognition process, policies and procedures is significant to our audit because this
involves the application of significant judgment and estimation in the following areas: (1) assessment of
the probability that the Group will be able to collect the consideration from the buyer; 2) determination of
the transaction price; (3) application of the output method as the measure of progress of project
completion in determining real estate sales; (4) determination of the actual costs incurred as cost of real
estate sales; and (5) recognition of costs to obtain a contract.

In evaluating whether collectability of the amount of consideration is probable, the Group considers the
significance of the buyer’s initial payments in relation to the total contract price (or buyer’s equity).
Collectability is assessed by considering factors such as past collection history, age of receivables and the
pricing of the property. Management regularly evaluates the history of sales cancellations and back-outs,
after considering also the impact of the coronavirus pandemic, to determine if these would continue to
support the Group’s current threshold of buyer’s equity before commencing revenue recognition.

In determining the transaction price, the Group considers the selling price of the real estate property and
other fees and charges collected from the buyers that are not held on behalf of other parties.

In measuring the progress of its performance obligation over time, the Group uses the output method.
This method measures progress based on physical proportion of work done which requires technical
determination by the management’s specialist (third party project managers).

In determining the actual costs incurred to be recognized as cost of real estate sales, the Group estimates
costs incurred on materials, labor and overhead that have not yet been billed by the contractors.

The Group identifies sales commission after contract inception as cost of obtaining a contract. For
contracts that qualified for revenue recognition, the Group capitalized the total sales commission due to
the sales agent and recognized the related liability. The Group uses the percentage-of-completion (POC)
method in amortizing sales commission consistent with its revenue recognition policy.

The disclosures related to real estate revenue are included in Note 31 to the consolidated financial
statements.

*SGVFS181289*
A member firm of Ernst & Young Global Limited
-3-

Audit Response

We obtained an understanding of the Group’s revenue recognition process, policies and procedures.

For the buyer’s equity, we evaluated management’s basis of the buyer’s equity by comparing this to the
historical analysis of sales cancellation from buyers with accumulated payments above the collection
threshold. We also considered the impact of the coronavirus pandemic to the level of cancellations during
the year. We traced the analysis to supporting documents such as the buyer’s collection reports,
cancellation notices and official receipts.

For the determination of the transaction price, we obtained an understanding of the nature of other fees
charged to the buyers. For selected contracts, we agreed the amounts excluded from the transaction price
against the expected amounts required to be remitted to the government based on existing tax rules and
regulations (e.g., documentary stamp taxes, transfer taxes and real property taxes).

For the application of the output method in determining real estate revenue, we obtained an understanding
of the Group’s processes for determining the POC and performed tests of the relevant controls. We
obtained the certified POC reports prepared by the project managers and assessed their competence and
objectivity by reference to their qualifications, experience and reporting responsibilities. For selected
projects, we conducted ocular inspections, made relevant inquiries, including inquiries on how the
coronavirus pandemic affected the POC during the year, and obtained the supporting details of POC
reports showing the completion of the major activities of the project construction.

For the cost of real estate sales, we obtained an understanding of the Group’s cost accumulation process
and tested relevant controls. For selected projects, we traced the accumulated costs, including those costs
incurred but not yet billed, to supporting documents such as invoices, accomplishment reports from the
contractors, official receipts, among others.

For the recognition of cost to obtain a contract, we obtained an understanding of the sales commission
process. For selected contracts, we agreed the basis for calculating the sales commission capitalized and
portion recognized in profit or loss, particularly (1) the percentage of commission due against contracts
with sales agents, (2) the total commissionable amount (i.e., net contract price) against the related contract
to sell, and, (3) the POC used in calculating the sales commission against the POC used in recognizing the
related revenue from real estate sales.

Valuation of Investment Properties at Fair Value

The Group accounts for its investment properties using the fair value model. Investment properties
consist of land and buildings leased out to tenants and represent 23% of consolidated assets as of
December 31, 2022. The Group used the income approach for the valuation of its investment properties.
The determination of the fair value of investment properties involves significant management judgment
and estimation. The valuation also requires the involvement of an appraiser whose calculations also
depend on certain assumptions such as market rent levels, expected vacancy, discount rates and expected
maintenance. Thus, we considered the valuation of investment properties at fair value as a key audit
matter.

The disclosures relating to investment properties are included in Note 11 to the consolidated financial
statements.

*SGVFS181289*
A member firm of Ernst & Young Global Limited
-4-

Audit Response

We evaluated the competence, capabilities and objectivity of the appraisers by considering their
qualifications, experience and reporting responsibilities. We reviewed the methodology and assumptions
used in the valuation of the investment properties. We assessed the methodology adopted by referencing
common valuation models in accordance with the assets’ highest and best use, and evaluated key inputs
used in the valuation, specifically market rent levels, expected vacancy, discount rates and expected
maintenance. We compared the inputs and assumptions used against internal and external evidence such
as lease contracts, historical vacancy rates and maintenance costs, and published market data. We also
reviewed the disclosures relating to investment properties.

Other Information

Management is responsible for the other information. The other information comprises the information
included in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report
for the year ended December 31, 2022, but does not include the consolidated financial statements and our
auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and
Annual Report for the year ended December 31, 2022 are expected to be made available to us after the
date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audits, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, as modified by the application of financial reporting reliefs issued
and approved by the SEC as described in Note 2 to the consolidated financial statements, and for such
internal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

*SGVFS181289*
A member firm of Ernst & Young Global Limited
-5-

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with PSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in accordance with PFRSs, as modified by the application of financial
reporting reliefs issued and approved by the SEC, as described in Note 2 to the consolidated financial
statements.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the audit. We remain solely
responsible for our audit opinion.

*SGVFS181289*
A member firm of Ernst & Young Global Limited
-6-

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is
Ma. Emilita L. Villanueva.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2022, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2022 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2022 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2022, November 10, 2022, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

March 28, 2023

*SGVFS181289*
A member firm of Ernst & Young Global Limited
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31
2022 2021
ASSET
Current Assets
Cash and cash equivalents (Note 4) =4,130,877,582
P P3,693,074,161
=
Short-term investments (Note 5) 36,786,565 1,032,513,990
Receivables (Notes 3 and 6) 9,845,284,321 9,295,128,847
Real estate inventories (Note 7) 17,723,397,564 16,143,099,068
Due from related parties (Note 17) 975,322,703 526,962,834
Advances to suppliers and contractors (Note 8) 1,749,972,375 2,426,743,608
Other current assets (Note 13) 1,642,042,968 1,895,462,320
Total Current Assets 36,103,684,078 35,012,984,828
Noncurrent Assets
Noncurrent portion of installment contracts receivable
(ICR; Notes 3 and 6) 109,043,517 366,000,813
Deposits for purchased land (Note 9) 1,409,481,407 1,358,812,116
Investments in and advances to joint ventures and associate (Note 10) 275,367,104 274,504,404
Investment properties (Note 11) 12,394,980,010 13,995,031,354
Property and equipment (Note 12) 2,484,315,465 1,815,836,169
Deferred tax assets - net (Note 28) 33,204,518 26,764,445
Other noncurrent assets (Note 13) 1,121,024,349 1,656,575,419
Total Noncurrent Assets 17,827,416,370 19,493,524,720
TOTAL ASSETS =53,931,100,448
P =54,506,509,548
P

LIABILITIES AND EQUITY


Current Liabilities
Accounts and other payables (Note 15) P4,994,692,908
= P5,251,100,289
=
Contract liabilities (Note 16) 2,769,098,151 3,048,610,842
Due to related parties (Note 17) 358,060,626 317,358,734
Short-term debt (Note 18) 235,141,310 468,360,083
Current portion of:
Long-term debt (Note 18) 2,192,453,618 5,467,828,327
Liabilities from purchased land (Note 19) 67,200,000 67,200,000
Lease liabilities (Note 29) 15,434,671 25,543,296
Bonds payable (Note 20) – 2,992,055,358
Income tax payable 68,577,371 69,408,506
Other current liabilities (Notes 29 and 33) 68,161,473 109,551,140
Total Current Liabilities 10,768,820,128 17,817,016,575
Noncurrent Liabilities
Noncurrent portions of:
Long-term debt (Note 18) 8,813,861,924 6,370,779,023
Bonds payable (Note 20) 5,917,253,923 2,955,140,071
Liabilities from purchased land (Note 19) 63,782,533 141,145,286
Lease liabilities (Note 29) 12,297,519 31,596,667
(Forward)

*SGVFS181289*
-2-

December 31
2022 2021
Pension liabilities (Note 27) P231,186,468
= P279,629,948
=
Deferred tax liabilities - net (Note 28) 2,542,144,918 2,647,906,504
Other noncurrent liabilities (Notes 29 and 33) 1,789,211,161 1,912,630,833
Total Noncurrent Liabilities 19,369,738,446 14,338,828,332
Total Liabilities 30,138,558,574 32,155,844,907
Equity (Note 21)
Common stock - P =0.53 par value
Authorized - 15,000,000,000 common shares
Issued - 11,699,723,690 common shares 6,200,853,553 6,200,853,553
Preferred stock - P
=0.53 par value 15,900,000 15,900,000
Authorized - 3,000,000,000 common shares
Issued – 30,000,000 common shares
Additional paid-in capital 5,524,776,889 5,524,776,889
Treasury shares - 100,123,000 shares (109,674,749) (109,674,749)
Retained earnings 10,514,098,828 9,814,339,360
Remeasurement loss on defined benefit plan 17,440,823 (42,504,741)
Other components of equity (683,197,961) (683,197,961)
Total Equity Attributable to Equity Holders
of the Parent Company 21,480,197,383 20,720,492,351
Non-controlling Interest (Note 21) 2,312,344,491 1,630,172,290
Total Equity 23,792,541,874 22,350,664,641
TOTAL LIABILITIES AND EQUITY =53,931,100,448
P =54,506,509,548
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFS181289*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31


2022 2021 2020
REVENUES
Revenue from contracts with customers:
Real estate sales (Note 31) P
=9,231,484,879 =7,664,401,653
P =9,482,619,641
P
Property management fee and other services
(Notes 24 and 31) 423,367,957 400,011,317 389,723,319
Leasing revenue (Notes 11 and 29) 1,362,474,800 1,200,366,601 795,034,245
Interest income from real estate sales (Note 6) 109,318,599 180,116,059 168,367,487
11,126,646,235 9,444,895,630 10,835,744,692
COSTS
Cost of real estate sales (Note 7) 5,607,263,687 4,808,420,850 6,082,949,532
Cost of leasing (Note 11) 440,815,699 352,043,445 226,533,530
Cost of services (Note 24) 268,345,792 272,728,398 285,985,555
6,316,425,178 5,433,192,693 6,595,468,617
GROSS PROFIT 4,810,221,057 4,011,702,937 4,240,276,075
GENERAL, ADMINISTRATIVE AND SELLING
EXPENSES (Note 22) 2,771,098,396 2,692,905,068 2,863,713,699
OTHER INCOME (EXPENSES) – net
Interest income and others (Notes 14 and 25) 469,275,355 397,550,153 568,068,169
Gain from change in fair value of investment properties
(Note 11) 28,245,738 225,495,620 558,621,018
Foreign exchange gain 1,060,911 3,210,517 2,070,399
Share in net earnings of joint ventures and
associate (Note 10) 3,917,700 8,944,200 6,791,973
Interest and other financing charges (Note 26) (917,889,517) (894,592,075) (947,509,167)
(415,389,813) (259,391,585) 188,042,392
INCOME BEFORE INCOME TAX 1,623,732,848 1,059,406,284 1,564,604,768
PROVISION FOR (BENEFIT FROM) INCOME TAX
(Note 28) 218,973,769 (209,699,864) 415,370,732
NET INCOME 1,404,759,079 1,269,106,148 1,149,234,036
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified to profit or loss
in subsequent periods:
Remeasurement gain (loss) on defined benefit plan -
net of deferred tax (Note 27) 64,468,759 75,994,161 (37,324,869)
Net change in fair value of equity instruments at fair
value through OCI – (352,783) (613,473)
TOTAL COMPREHENSIVE INCOME P
=1,469,227,838 =1,344,747,526
P =1,111,295,694
P

Net income attributable to:


Equity holders of the Parent Company (Note 21) P
=901,290,468 P950,750,431
= P795,555,466
=
Non-controlling interest (Note 21) 503,468,611 318,355,717 353,678,570
P
=1,404,759,079 =1,269,106,148
P =1,149,234,036
P

Total comprehensive income attributable to:


Equity holders of the Parent Company (Note 21) P
=961,236,032 =1,026,391,809
P P758,230,597
=
Non-controlling interest (Note 21) 507,991,806 318,355,717 353,065,097
P
=1,469,227,838 =1,344,747,526
P =1,111,295,694
P

Basic earnings per share (Note 21) P


=0.060 =0.065
P =0.051
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFS181289*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020

Total Equity Attributable to Equity Holders of the Parent Company


Additional Other Remeasurement
Common Preferred Paid-in Treasury Components Retained Loss on Defined Non-controlling
Stock Stock Capital Shares of Equity Earnings Benefit Plan Total Interest Total
At January 1, 2022 = 6,200,853,553
P = 15,900,000
P P
= 5,524,776,889 (P
= 109,674,749) (P
= 683,197,961) P
= 9,814,339,360 (P
= 42,504,741) =
P20,720,492,351 P = 1,630,172,290 P= 22,350,664,641
Net income – – – – – 901,290,468 – 901,290,468 503,468,611 1,404,759,079
Other comprehensive income (Note 27) – – – – – – 59,945,564 59,945,564 4,523,195 64,468,759
Total comprehensive income – – – – – 901,290,468 59,945,564 961,236,032 507,991,806 1,469,227,838
Cash dividends (Note 21) – – – – – (201,531,000) – (201,531,000) (200,000,000) (401,531,000)
Additional investment by non-controlling
interest (Note 21) – – – – – – – – 320,000,000 320,000,000
Transfer from deposits for preference shares
subscription (Notes 21 and 33) – – – – – – – – 54,180,395 54,180,395
At December 31, 2022 = 6,200,853,553
P = 15,900,000
P P
= 5,524,776,889 (P
= 109,674,749) (P
= 683,197,961) P
= 10,514,098,828 = 17,440,823 P
P = 21,480,197,383 P
= 2,312,344,491 P
= 23,792,541,874

At January 1, 2021 =6,200,853,553


P =15,900,000
P P
=5,524,776,889 (P
=109,674,749) (P
=682,845,178) =9,028,945,474
P (P
=118,498,902) =
P19,859,457,087 P
=1,271,816,573 P=21,131,273,660
Net income – – – – – 950,750,431 – 950,750,431 318,355,717 1,269,106,148
Other comprehensive income (loss) (Note 27) – – – – (352,783) – 75,994,161 75,641,378 – 75,641,378
Total comprehensive income – – – – (352,783) 950,750,431 75,994,161 1,026,391,809 318,355,717 1,344,747,526
Cash dividends (Note 21) – – – – – (165,356,545) – (165,356,545) (160,000,000) (325,356,545)
Additional investment by non-controlling
interest (Note 21) – – – – – – – – 200,000,000 200,000,000
At December 31, 2021 =6,200,853,553
P =15,900,000
P P
=5,524,776,889 (P
=109,674,749) (P
=683,197,961) P
=9,814,339,360 (P
=42,504,741) P
=20,720,492,351 P
=1,630,172,290 P
=22,350,664,641
At January 1, 2020 =6,200,853,553
P =–
P P
=2,639,742,141 (P
=109,674,749) =99,393,242
P P
=8,733,916,278 (P
=81,174,033) =
P17,483,056,432 P
=2,132,513,056 P=19,615,569,488
Net income – – – – – 795,555,466 – 795,555,466 353,678,570 1,149,234,036
Other comprehensive loss (Note 27) – – – – – – (37,324,869) (37,324,869) (613,473) (37,938,342)
Total comprehensive income – – – – – 795,555,466 (37,324,869) 758,230,597 353,065,097 1,111,295,694
Cash dividends (Note 21) – – – – – (500,526,270) – (500,526,270) (96,000,000) (596,526,270)
Issuance of preferred stock – 15,900,000 2,885,034,748 – – – – 2,900,934,748 – 2,900,934,748
Acquisition of non-controlling interest
(Note 21) – – – – (782,238,420) – – (782,238,420) (1,117,761,580) (1,900,000,000)
At December 31, 2020 =6,200,853,553
P =15,900,000
P P
=5,524,776,889 (P
=109,674,749) (P
=682,845,178) =9,028,945,474
P (P
=118,498,902) P
=19,859,457,087 P
=1,271,816,573 P
=21,131,273,660

See accompanying Notes to Consolidated Financial Statements.

*SGVFS181289*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31


2022 2021 2020

CASH FLOWS FROM OPERATING ACTIVITIES


Income before income tax P
=1,623,732,848 =1,059,406,284
P =1,564,604,768
P
Adjustments for:
Interest and other financing charges (Note 26) 917,889,517 894,592,075 947,509,167
Depreciation and amortization (Notes 12, 13 and 22) 55,993,463 67,580,015 59,467,026
Retirement expense (Note 27) 47,016,562 50,112,456 53,846,232
Gain from pre-termination of lease contracts (Note 29) – – (5,798,312)
Interest income (Notes 4, 5, 6, 14 and 25) (162,524,367) (220,318,454) (263,269,520)
Gain from change in fair value of investment
properties (Note 11) (28,245,738) (225,495,620) (558,621,018)
Share in net earnings of joint ventures and
associate (Note 10) (3,917,700) (8,944,200) (6,791,973)
Impairment on investment in joint venture (Note 10) 3,055,000 – –
Loss on sale of investment properties
(Notes 11 and 25) 815,953 34,128,752 12,978,992
Operating income before working capital changes 2,453,815,538 1,651,061,308 1,803,925,362
Decrease (increase) in:
Receivables (183,879,579) 2,134,808,092 488,985,564
Real estate inventories 127,271,816 (1,317,290,278) 1,455,337,334
Advances to suppliers and contractors 676,771,233 960,841 (421,194,166)
Other assets 305,892,453 (27,242,594) (650,382,893)
Increase (decrease) in:
Accounts and other payables (256,407,382) (7,771,058) (488,190,474)
Contract liabilities (279,512,691) 1,590,833,840 (326,316,578)
Liability from purchased land intended for
development (77,362,753) (67,190,457) (60,000,000)
Other liabilities (80,380,904) (117,059,539) 590,054,996
Cash generated by operations 2,686,207,731 3,841,110,155 2,392,219,145
Interest received (Note 25) 53,205,768 40,202,395 263,269,520
Interest and other financing costs paid (1,018,045,757) (1,150,215,529) (1,272,763,532)
Income taxes paid (288,055,516) (62,656,415) (136,876,642)
Retirement benefits paid (Note 27) (15,025,874) (31,313,494) (43,089,171)
Net cash provided by operating activities 1,418,286,352 2,637,127,112 1,202,759,320

CASH FLOWS FROM INVESTING ACTIVITIES


Proceeds from:
Maturity of short-term investments 995,727,425 – –
Sale of investment properties (Note 11) 31,056,047 92,923,673 28,544,184
Refund of rental deposits (Note 29) – – 20,002,609
Sale of property and equipment – 12,145,459 –
Maturity of investment in bonds (Note 14) – 463,750,000 –
Payments for:
Additions to investment properties (Note 11) (13,448,339) (269,005,777) (113,329,077)
Additions to short-term investments (Note 5) – (747,272,234) (285,241,756)
Additions to property and equipment (Notes 12 and 35) (160,225,133) (28,549,518) (223,000,485)
Deposits for purchased land (Note 9) (80,830,196) (4,569,060) (274,799,837)
Intangible assets (Note 13) – (22,455,101) (5,346,041)
Acquisition of non-controlling interest (Note 21) – – (1,900,000,000)
Advances made to related parties (442,835,692) (62,539,972) (44,768,238)
Net cash provided by (used in) investing activities 329,444,112 (565,572,530) (2,797,938,641)

(Forward)

*SGVFS181289*
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Years Ended December 31


2022 2021 2020

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from:
Short-term and long-term debt (Note 18) P
=6,776,350,442 =3,365,320,535
P P6,099,533,446
=
Issuance of preferred stock (Note 21) – – 2,910,771,277
Issuance of bonds payable (Note 20) 3,000,000,000 3,000,000,000 –
Additional investment from non-controlling interest
(Note 21) 320,000,000 200,000,000 –
Increase (decrease) in deposits for preferred shares (30,248,038) – 56,107,956
Receipts of advances made from related parties 40,701,892 47,352,712 126,452,736
Payments for:
Short-term and long-term debt (Note 18) (7,868,987,759) (6,751,494,594) (7,225,067,363)
Deferred financing cost (Notes 18 and 20) (116,804,807) (82,986,143) (86,445,789)
Cash dividends (Note 21) (201,531,000) (327,440,181) (297,179,924)
Dividends paid to non-controlling interest (Note 21) (200,000,000) (160,000,000) (96,000,000)
Lease liabilities (Note 29) (29,407,773) (23,678,500) (17,090,874)
Bonds payable (Note 20) (3,000,000,000) (119,110,000) (1,393,530,000)
Bond issuance cost (Note 13) – – (13,825,625)
Net cash provided by (used in) financing activities (1,309,927,043) (852,036,171) 63,725,840

NET INCREASE (DECREASE) IN CASH AND


CASH EQUIVALENTS 437,803,421 1,219,518,411 (1,531,453,481)

CASH AND CASH EQUIVALENTS AT BEGINNING


OF YEAR (Note 4) 3,693,074,161 2,473,555,750 4,005,009,231

CASH AND CASH EQUIVALENTS AT END


OF YEAR (Note 4) P
=4,130,877,582 =3,693,074,161
P =2,473,555,750
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFS181289*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information

Century Properties Group Inc. (the Parent Company or CPGI), a publicly listed company, was
incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on
May 6, 1975. The Parent Company is a 68.22%-owned subsidiary of Century Properties Inc. (the
Ultimate Parent or CPI) and the rest by the public. CPGI and its subsidiaries (collectively referred to
hereinafter as the Group) is primarily engaged in the development and construction of residential and
commercial real estate projects.

The consolidated financial statements as at December 31, 2022 and 2021 and for each of the three
years in the period ended December 31, 2022 were approved and authorized for issue by the Board of
Directors (BOD) on March 28, 2023.

2. Summary of Significant Accounting Policies

Basis of Preparation
The consolidated financial statements include the financial statements of the Parent Company and its
subsidiaries.

The consolidated financial statements have been prepared using the historical cost basis except for
investment properties and security deposits. The consolidated financial statements are presented in
Philippine Peso (P
=), which is the functional currency of the Parent Company and of all the investee
companies. All amounts are rounded off to the nearest P =, except when otherwise indicated.

Statement of Compliance
The consolidated financial statements of the Group have been prepared in accordance with Philippine
Financial Reporting Standards (PFRSs), as modified by the application of the financial reporting
relief on the accounting for significant financing components as issued and approved by the SEC in
response to the COVID-19 pandemic:

a. Assessing if the transaction price includes a significant financing component discussed in


Philippine Interpretations Committee (PIC) Questions and Answers (Q&A) No. 2018-12-D;
b. Treatment of land in the determination of percentage of completion (POC) discussed in PIC Q&A
No. 2018-12-E; and,
c. Application of International Financial Reporting Interpretations Committee (IFRIC) Agenda
Decision on Over Time Transfer of Constructed Goods (PAS 23, Borrowing Cost).

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 Philippine Interpretations Committee (PIC) Q&A


2018-12, PFRS 15 Implementation Issues Affecting the Real Estate Industry
a. Assessing if the transaction price includes a significant financing component (as amended by
PIC Q&A 2020-04);
b. Treatment of land in the determination of the percentage-of-completion (POC); and
c. Treatment of uninstalled materials in the determination of the POC (as amended by
PIC Q&A 2020-02).

*SGVFS181289*
-2-

 Deferral of the adoption of PIC Q&A 2018-14: Accounting for Cancellation of Real Estate Sales
(as amended by PIC Q&A 2020-05)
The consolidated financial statements also include the availment of relief under SEC
Memorandum Circular (MC) No. 4-2020 to defer the adoption of IFRIC Agenda Decision on
Over Time Transfers of Constructed Goods under PAS 23, Borrowing Cost (the IFRIC Agenda
Decision on Borrowing Cost) until December 31, 2020.

In December 2020, the SEC issued MC 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 Decision on Borrowing
Cost, for another three (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
section below under Changes in Accounting Policies and Disclosures.

PFRSs include Philippine Financial Reporting Standards, Philippine Accounting Standards (PAS) and
interpretations issued by PIC.

Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and
the following subsidiaries:

Percentage of Ownership
2022 2021 2020
Century Limitless Corporation (CLC) 100 100 100
Century Acqua Lifestyle Corporation (CALC) 100 100 100
Tanza Properties I, Inc. (TPI I) 60 60 60
Tanza Properties II, Inc. (TPI II) 60 60 60
Tanza Properties III, Inc. (TPI III) 60 60 60
Katipunan Prime Development Corporation (KPDC) 100 100 100
Century PHirst Corporation (CPC)* 100 100 100
Century Properties Management, Inc. (CPMI) 100 100 100
Siglo Suites, Inc. (SSI) 100 100 100
Siglo Commercial Management Corporation
(SCMC) **** - 100 100
Century Communities Corporation (CCC) 100 100 100
Century City Development Corporation (CCDC) 100 100 100
Century City Development Corporation II (CCDC II) 100 100 100
Centuria Medical Development Corporation (CMDC) 100 100 100
Knightsbridge Residences Development Corporation**** - 100 100
Milano Development Corporation (MDC) 100 100 100
Century City Development Corporation VII**** - 100 100
Century City Development Corporation VIII**** - 100 100
Century City Development Corporation X**** - 100 100
Century City Development Corporation XI**** - 100 100
Century City Development Corporation XII**** - 100 100
Century City Development Corporation XIV**** - 100 100
Century City Development Corporation XV**** - 100 100
Century City Development Corporation XVI**** - 100 100
Century City Development Corporation XVII**** - 100 100
Century City Development Corporation XVIII**** - 100 100
Century Destination Lifestyle Corporation (CDLC)** 100 100 100
PHirst Park Homes, Inc. (PPHI) 60 60 60
Century Nu Liv Corporation (CNLC)*** 100 100 100
*formerly PHirst Park Homes Development Corporation (PPHDC)
**formerly Century Properties Hotel and Leisure Inc. (CPHLI)
***formerly Century Prima Corporation (CPrC).
****liquidated during 2022

*SGVFS181289*
-3-

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
 Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee)
 Exposure, or rights, to variable returns from its involvement with the investee, and
 The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee including:
 The contractual arrangement with the other vote holders of the investee
 Rights arising from other contractual arrangements
 The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed during
the year are included or excluded in the consolidated financial statements from the date the Group
gains control or until the date the Group ceases to control the subsidiary.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Company, using consistent accounting policies. All intra-group balances, transactions, unrealized
gains and losses resulting from intra-group transactions and dividends are eliminated in full.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
 Derecognizes the assets (including goodwill) and liabilities of the subsidiary, the carrying amount
of any non-controlling interests (NCI) and the cumulative translation differences recorded in
equity.
 Recognizes the fair value of the consideration received, the fair value of any investment retained
and any surplus or deficit in profit or loss.
 Reclassifies the parent’s share of components previously recognized in other comprehensive
income to profit or loss or retained earnings, as appropriate.

Adoption of New and Amended Accounting Standards and Interpretations


The accounting policies adopted are consistent with those of the previous financial year, except that
the Group has adopted the following new accounting pronouncements starting January 1, 2022.
Unless otherwise indicated, adoption of these pronouncements did not have any significant impact on
the Group’s financial position or performance.

Effective beginning on or after January 1, 2022


 Amendments to PFRS 3, Reference to the Conceptual Framework
 Amendments to PAS 16, Plant and Equipment: Proceeds before Intended Use
 Amendments to PAS 37, Onerous Contracts – Costs of Fulfilling a Contract
 Annual Improvements to PFRSs 2018-2020 Cycle
 Amendments to PFRS 1, First-time Adoption of Philippines Financial Reporting
Standards, Subsidiary as a first-time adopter

*SGVFS181289*
-4-

 Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for
derecognition of financial liabilities
 Amendments to PAS 41, Agriculture, Taxation in fair value measurements

Future Changes in Accounting Policies


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

Effective beginning on or after January 1, 2023


 Amendments to PAS 12, Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
 Amendments to PAS 8, Definition of Accounting Estimates
 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies

Effective beginning on or after January 1, 2024


 Amendments to PAS 1, Classification of Liabilities as Current or Non-current
 Amendments to PFRS 16, Lease Liability in a Sale and Leaseback

Effective beginning on or after January 1, 2025


 PFRS 17, Insurance Contracts

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

 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 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 significant financing Until
component as discussed in PIC Q&A 2018-12-D (as amended by December 31, 2023
PIC Q&A 2020-04)
b. Treatment of land in the determination of the POC discussed in Until
PIC Q&A 2018-12-E December 31, 2023

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.

*SGVFS181289*
-5-

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 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; and
 PIC Q&A 2020-02, which provides additional guidance on determining which uninstalled
materials should not be included in calculating the POC.

After the deferral period, real estate companies have an accounting policy option of applying either
the full retrospective approach or modified retrospective approach as provided under SEC MC 8-
2021. The Group availed of the SEC reliefs to defer the above specific provisions of PIC Q&A
No. 2018-12 on determining whether the transaction price includes a significant financing
component. Had these provisions been adopted, the Group assessed that the impact would have
been as follows:

a. The mismatch between the POC of the real estate projects and right to an amount of
consideration based on the schedule of payments provided for in the contract to sell might
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 in
restatement of prior year financial statements. Adoption of this guidance would have impacted
interest income, interest expense, revenue from real estate sales, installment contracts
receivable, provision for deferred income tax, deferred tax asset or liability for all years
presented, and the opening balance of retained earnings. The Group has yet to assess if the
mismatch constitutes a significant financing component for its contracts to sell.

b. The exclusion of land and uninstalled materials in the determination of POC would have
reduced the percentage of completion of real estate projects. Adoption of this guidance would
have reduced revenue from real estate sales, cost of sales and installment contracts receivable;
increased real estate inventories and would have impacted deferred tax asset or liability and
provision for deferred income tax for all years presented, and the opening balance of retained
earnings.

 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 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.

*SGVFS181289*
-6-

On February 21, 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, 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.

For real estate companies that avail of the deferral, the SEC requires disclosure in the Notes to the
Financial Statements of the accounting policies applied, a discussion of the deferral of the subject
implementation issues, and a qualitative discussion of the impact in the financial statements had
the IFRIC agenda decision been adopted.

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 consolidated
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. The Group
has yet to decide on whether the adoption will be using a full retrospective or modified
retrospective approach.

Current versus Noncurrent Classification


The Group presents assets and liabilities in the consolidated statement of financial position based on
current/noncurrent classification.

An asset is current when it is:


 Expected to be realized or intended to be sold or consumed in normal operating cycle;
 Held primarily for the purpose of trading;
 Expected to be realized within twelve months after the reporting period; or
 Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.

All other assets, including deferred tax assets, are classified as noncurrent.

A liability is current when:


 It is expected to be settled in normal operating cycle;
 It is held primarily for the purpose of trading;
 It is due to be settled within twelve months after the reporting period; or
 There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.

The Group classifies all other liabilities, including deferred tax liabilities, as noncurrent.

*SGVFS181289*
-7-

Cash and Cash Equivalents


Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash with original maturities of three months or less
from dates of placement and are subject to an insignificant risk of change in value.

Short-term Investments
Short-term investments consist of money market placements made for varying periods of more than
three (3) months and up to one (1) year and earn interest at the respective short-term investment rates.
Short-term investment does not qualify as cash equivalents.

Financial Instruments
Initial recognition
The Group classifies financial assets, at initial recognition, as subsequently measured at amortized
cost, fair value through other comprehensive income (FVOCI), and fair value through profit or loss
(FVTPL).

The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. Except for trade
receivables that do not contain a significant financing component or for which the Group has applied
the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case
of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do
not contain a significant financing component or for which the Group has applied the practical
expedient are measured at the transaction price determined under PFRS 15.

For a financial asset to be classified and measured at amortized cost or fair value through OCI, it
needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the
principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. The Group’s business model for managing financial assets refers to how it manages
its financial assets in order to generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market-place (regular way trades) are recognized on the trade date,
i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement of financial assets


For purposes of subsequent measurement, financial assets are classified in four categories:
 Financial assets at amortized cost
 Financial assets at fair value through profit or loss
 Financial assets at fair value through OCI, where cumulative gains or losses previously
recognized are reclassified to profit or loss
 Financial assets designated at fair value through OCI, where cumulative gains or losses
previously recognized are not reclassified to profit or loss

Financial assets at amortized cost


The Group measures financial assets at amortized cost if both of the following conditions are met:
 The financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows
 The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding

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Financial assets at amortized cost are initially recognized at fair value plus directly attributable
transaction costs and subsequently measured using the effective interest (EIR) method, less any
impairment in value. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired. This accounting policy relates to the Group’s “Cash and cash equivalents”,
“Short-term investments”, “Receivables” (excluding other receivables), rental deposits under “Other
current assets”, “Due from related parties” and “Investment in bonds”.

Equity instruments. The Group may also make an irrevocable election to measure at FVOCI on
initial recognition investments in equity instruments that are neither held for trading nor contingent
consideration recognized in a business combination in accordance with PFRS 3. The classification is
determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. However, the Group
may transfer the cumulative gain or loss within equity. Dividends on such investments are
recognized in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the
investment. Equity instruments designated at fair value through OCI are not subject to impairment
assessment.

The Group elected to classify irrevocably its quoted equity investments under this category.

Classification of financial liabilities


Financial liabilities are measured at amortized cost, except for the following:
 financial liabilities measured at fair value through profit or loss;
 financial liabilities that arise when a transfer of a financial asset does not qualify for
derecognition or when the Group retains continuing involvement;
 financial guarantee contracts;
 commitments to provide a loan at a below-market interest rate; and
 contingent consideration recognized by an acquirer in accordance with PFRS 3.

As of December 31, 2022 and 2021, the financial liabilities of the Group are of the nature of financial
liabilities at amortized cost (debt instrument). This accounting policy applies to the Group’s
“Accounts and other payables” (excluding customer’s advances and statutory liabilities), “Due to
related parties”, “Short-term debt”, “Liability from purchased land”, Long-term debt”, “Bonds
Payable” and “Deposits for preferred shares” under non-current liabilities.

Reclassifications of Financial Instruments


The Group reclassifies its financial assets when, and only when, there is a change in the business
model for managing the financial assets. Reclassifications shall be applied prospectively by the
Group and any previously recognized gains, losses or interest shall not be restated. The Group does
not reclassify its financial liabilities.

Impairment of Financial Assets


The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not
held at fair value through profit or loss. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original effective interest rate. The expected cash
flows will include cash flows from the sale of collateral held or other credit enhancements that are
integral to the contractual terms.

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ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).

Financial assets are credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of those financial assets have occurred. For these credit exposures,
lifetime ECLs are also recognized and interest revenue is calculated by applying the credit-adjusted
EIR to the amortized cost of the financial asset.

The Group applies a simplified approach in calculating ECLs for Installment Contract Receivables
(ICRs). Therefore, the Group does not track changes in credit risk, but instead recognizes a loss
allowance based on lifetime ECLs at each reporting date. For leasing receivables, the Group has
established a provision matrix that is based on its historical credit loss experience. For ICR, the
Group uses a vintage analysis that is based on its historical credit loss experience. Both are further
adjusted for forward-looking factors specific to the debtors and the economic environment.

For all debt financial assets other than ICRs, ECLs are recognized using the general approach wherein
the Group tracks changes in credit risk and recognizes a loss allowance based on either a 12-month or
lifetime ECLs at each reporting date.

At each reporting date, the Group assesses whether there has been a significant increase in credit risk
for financial assets since initial recognition by comparing the risk of default occurring over the
expected life between the reporting date and the date of initial recognition. The Group considers
reasonable and supportable information that is relevant and available without undue cost or effort for
this purpose. This includes quantitative and qualitative information and forward-looking analysis.

Exposures that have not deteriorated significantly since origination, or where the deterioration
remains within the Group’s investment grade criteria are considered to have a low credit risk. The
provision for credit losses for these financial assets is based on a 12-month ECL. The low credit risk
exemption has been applied on debt investments that meet the investment grade criteria of the Group
from the time of origination.

The Group’s “Cash and cash equivalents”, “Short-term Investments” and “Due from related parties”
are graded to be low credit risk investments based on the credit ratings of depository banks and
related parties as published by Bloomberg Terminal.

Derecognition of Financial Assets and Liabilities


Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial
assets) is derecognized when:
 the rights to receive cash flows from the asset have expired;
 the Group retains the right to receive cash flows from the asset, but has assumed an obligation to
pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or
 the Group has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.

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When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all the risks and rewards of the
asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the
extent of its continuing involvement. In that case, the Group also recognizes an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.

Financial liabilities
A financial liability is derecognized when the obligation under the financial liability is discharged or
cancelled or has expired. Where an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing financial liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and
the recognition of a new financial liability, and the difference in the respective carrying amounts is
recognized in the consolidated statement of comprehensive income.

Write-off
The Group writes off a financial asset, in whole or in part, when the asset is considered uncollectible,
it has exhausted all practical recovery efforts and has concluded that it has no reasonable expectations
of recovering the financial asset in its entirety or a portion thereof.

Offsetting Financial Instruments


Financial assets and financial liabilities are offset and the net amount reported in the consolidated
statement of financial position if, and only if, there is a currently enforceable legal right to offset the
recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle
the liability simultaneously. The Group assesses that it has a currently enforceable right of offset if
the right is not contingent on a future event, and is legally enforceable in the normal course of
business, event of default, and event of insolvency or bankruptcy of the Group and all of the
counterparties.

Fair Value Measurement


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:
 In the principal market for the asset or liability; or,
 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of an
asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset is its highest and best use.

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The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient date are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that
is significant to the fair value measurement as a whole:
 Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable
 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between Levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is significant to the fair value measurement as a
whole) at each reporting date.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.

Advances to Suppliers and Contractors


The Group recognizes advances to suppliers at the time payment has been made to specific suppliers
and contractors for the construction of its real estate inventories. These are subsequently classified to
real estate inventories when incurred.

Real Estate Inventories


Property acquired or being constructed for sale in the ordinary course of business, rather than to be
held for rental or capital appreciation, is held as inventory and is measured at the lower of cost and
net realizable value (NRV).

Cost includes:
 Land cost
 Land improvement cost
 Borrowing cost
 Planning and design costs, costs of site preparation, professional fees, property transfer taxes,
construction overheads and other related costs.

NRV is the estimated selling price in the ordinary course of business, based on market prices at the
reporting date, less estimated costs of completion and the estimated costs of sale.

Real estate inventories include land held for future development. The Group has plans to construct
and develop these parcels of land as a residential property for sale in the ordinary course of business.
The physical construction activities have not commenced as of December 31, 2022 and 2021.

Deposits for Land


This represents deposits made to land-owners for the purchase of certain parcels of land whose
ultimate use is currently undetermined. The Group normally makes deposits before a CTS or Deed of
Absolute Sale (DOAS) is executed between the Group and the land-owner. These are recognized at
the amounts paid to land-owners.

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Borrowing Costs
Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the
cost of the respective assets. All other borrowing costs are expensed in the period they occur.
Borrowing costs consist of interest measure using the EIR method and other costs that an entity incurs
in connection with the borrowing of funds.

Where borrowings are associated with specific developments, the amount capitalized is the gross
interest incurred on those borrowings less any investment income arising on their temporary
investment. Interest is capitalized from the commencement of the development work until the date of
practical completion. The capitalization of finance costs is suspended if there are prolonged periods
when development activity is interrupted. Interest is also capitalized on the purchase cost of a site of
property acquired specifically for redevelopment, but only where activities necessary to prepare the
asset for redevelopment are in progress.

Investments in and Advances to Joint Ventures and Associate


Investments in and advances to joint ventures and associate (investee companies) are accounted for
under the equity method of accounting. A joint venture is a type of joint arrangement whereby the
parties that have joint control of the arrangement have rights to the net assets of the joint venture.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require the unanimous consent of the parties sharing control.

An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee, but is not control
or joint control over those policies.

An investment is accounted for using the equity method from the day it becomes a joint venture or
associate. On acquisition of investment, the excess of the cost of investment over the investor’s share
in the net fair value of the investee’s identifiable assets, liabilities and contingent liabilities is
accounted for as goodwill and included in the carrying amount of the investment and not amortized.
Any excess of the investor’s share of the net fair value of the investee’s identifiable assets, liabilities
and contingent liabilities over the cost of the investment is excluded from the carrying amount of the
investment, and is instead included as income in the determination of the share in the earnings of the
investees.

Under the equity method, the investments in the investee companies are carried in the consolidated
statement of financial position at cost plus post-acquisition changes in the Group’s share in the net
assets of the investee companies, less any impairment in values. The consolidated statement of
comprehensive income reflects the share of the results of the operations of the investee companies, if
there’s any. The Group’s share of post-acquisition movements in the investee’s equity reserves is
recognized directly in equity. Profits and losses resulting from transactions between the Group and
the investee companies are eliminated to the extent of the interest in the investee companies and for
unrealized losses to the extent that there is no evidence of impairment of the asset transferred.
Dividends received are treated as a reduction of the carrying value of the investment.

Investment Properties
Initially, investment properties are measured at cost including certain transaction costs. Subsequent
to initial recognition, investment properties are stated at fair value, which reflects market conditions
at the reporting date. The fair value of investment properties is determined by independent real estate
valuation experts based on the “income approach” using discounted cash flow analysis for its income
generating buildings which are based on the buildings discounted future cash flows. Gains or losses

*SGVFS181289*
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arising from changes in the fair values of investment properties are included in profit or loss in the
period in which they arise.

Investment properties are derecognized when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is expected
from its disposal. The difference between the net disposal proceeds and the carrying amount of the
asset is recognized in profit or loss in the period of derecognition.

Transfers are made to or from investment property only when there is a change in use. For a transfer
from investment property to owner’s occupied property, the deemed cost for subsequent accounting is
the fair value at the date of change in use. If owner’s occupied property becomes an investment
property, the Group accounts for such property in accordance with the policy stated under property
and equipment up to the date of change in use.

For a transfer from investment property to inventories, the change in use is evidenced by
commencement of development with a view to sale. When the Group decides to dispose of an
investment property without development, it continues to treat the property as an investment property
until it is derecognized and does not treat it as inventory. Similarly, if an entity begins to redevelop
an existing investment property for continued future use as investment property, the property remains
an investment property and is not reclassified as owner-occupied property during the redevelopment.
For a transfer from investment property carried at fair value to inventories, the property's deemed cost
for subsequent accounting shall be its fair value at the date of change in use.

Property and Equipment


Property and equipment are carried at cost less accumulated depreciation and amortization and any
impairment in value.

The initial cost of property and equipment consists of its purchase price, including import duties,
taxes and any directly attributable costs of bringing the asset to its working condition and location for
its intended use. Expenditures incurred after the property and equipment have been put into
operation, such as repairs and maintenance, are normally charged against operations in the period in
which the costs are incurred. When significant parts of property and equipment are required to be
replaced in intervals, the Group recognizes such parts as individual assets with specific useful lives
and depreciation and amortization, respectively. Likewise, when a major inspection is performed, its
cost is recognized in the carrying amount of the equipment as a replacement if the recognition criteria
are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation of property and equipment commences once the property and equipment are put into
operational use and is computed on a straight-line basis over the estimated useful lives (EUL) of the
property and equipment as follows:

Years
Building 40
Office equipment 3-5
Computer equipment 3-5
Furniture and fixtures 3-5
Transportation equipment 5
Leasehold improvements 5 or lease term, whichever is shorter
Construction equipment 5
Right-of-use assets 3-6

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The useful lives and depreciation method are reviewed at financial year end to ensure that the period
and method of depreciation are consistent with the expected pattern of economic benefits from items
of property and equipment. When property and equipment are retired or otherwise disposed of, the
cost and the related accumulated depreciation and accumulated provision for impairment losses, if
any, are removed from the accounts and any resulting gain or loss is credited to or charged against
current operations.

Construction in progress, included in property and equipment, is stated at cost. Depreciation is


computed when the relevant asset is completed and becomes available for use in operations, at which
time, the asset is reclassified to its property and equipment category.

Fully depreciated property and equipment are retained in the accounts until they are no longer in use
and no further depreciation and amortization is charged against current operations.

It is the Group’s policy to classify right-of-use assets as part of property and equipment.

Leases

Company as a lessee

Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred,
and lease payments made at or before the commencement date less any lease incentives received.

Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease
term, the recognized right-of-use assets are depreciated on a straight-line basis over the lease term.
Right-of-use assets are subject to impairment.

Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at
the lease commencement date if the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed
lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases
The Group applies the short-term lease recognition exemption to its short-term leases of office spaces
(i.e., those leases that have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). Lease payments on short-term leases are recognized as expense on a
straight-line basis over the lease term.

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Company as a lessor

Operating Lease
Leases where the Group does not transfer substantially all the risk and benefits of the ownership of
the asset are classified as operating leases. Otherwise, they are classified as finance leases. Rental
income from operating leases is recognized as income on a straight-line basis over the lease term.

Creditable Withholding Tax (CWT)


CWTs, which are included under “Other current assets” account in the consolidated statement of
financial position, are amounts withheld from income subject to expanded withholding taxes (EWT).
CWTs can be utilized as payment for income taxes provided that these are properly supported by
certificates of creditable tax withheld at source subject to the rules on Philippine income taxation.

Impairment of Nonfinancial Assets


The Group assesses as at reporting date whether there is an indication that its nonfinancial assets
(e.g., property and equipment, deposit for purchased land and investments in joint ventures and
associate) may be impaired. If any such indication exists, or when annual impairment testing for an
asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s
recoverable amount is calculated as the higher of the asset’s or cash-generating unit’s fair value less
costs to sell and its value in use and is determined for an individual asset, unless the asset does not
generate cash inflows that are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessment of the time value of money and the risks specific to the asset. Impairment
losses are recognized in the expense categories of profit or loss consistent with the function of the
impaired asset.

Deposits for Preferred Shares Subscription


Deposits for preferred share subscription represent cash received by CALC, a subsidiary, that are
convertible to a fixed number of CALC’s stocks in the future. CALC’s preferred shares are
considered as compound financial instruments which contain both liability and equity components.
Since the preferred shares are non-redeemable and entitles the holder to a pro-rata share of assets
upon liquidation, including 28 free nights to stay at the hotel, this financial instrument is classified as
an equity instrument. However, the preferred shares establish a contractual right to a dividend [i.e.
the net room rental revenue (NRRR)], thus, it contains a financial liability with respect to the share in
the NRRR.

Prior to full payment and availability of the rooms, the Group accounts for the amounts received from
the buyers of preferred shares as “Deposits for preferred shares subscription” classified as a liability
under the “Other noncurrent liabilities” account, given that based on the terms of the contract, the
preferred shares shall be entitled to any of the rights and benefits as stated above upon full payment of
their shares and subject to the availability of the rooms. In 2022, the facility relating to the generation
of NRRR was completed (Note 33).

The deposits are fully refundable until such time that the asset is complete and readily available for
use. Upon full payment and availability of the rooms and when the rights indicated above vest, the
amounts received from the preferred shareholders are allocated between the equity and liability
components. The amount allocated to the liability is classified as “Other noncurrent liabilities” and is
accounted for as financial liabilities at amortized cost.

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Equity
Common stock, Preferred stock and Additional paid-in capital
The Group records common stock and preferred stock at par value and additional paid-in capital in
excess of the total contributions received over the aggregate par value of the equity share.
Incremental costs incurred directly attributable to the issuance of new shares are shown in equity as a
deduction from proceeds, net of tax.

Retained earnings
Retained earnings represent accumulated earnings of the Group less dividends declared, if any and
transition adjustments from policy changes.

Treasury shares
Treasury shares are own equity instruments which are reacquired and are recognized at cost and
deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or
cancellation of the Parent Company’s own equity instruments. Any difference between the carrying
amount and the consideration, if reissued, is recognized in additional paid-in capital. Voting rights
related to treasury shares are nullified for the Parent Company and no dividends are allocated to them
respectively. When the shares are retired, the capital stock account is reduced by its par value and the
excess of cost over par value upon retirement is debited to additional paid-in capital when the shares
were issued and to retained earnings for the remaining balance.

Non-controlling interest
Non-controlling interest are recognized and measured at the proportionate share of the non-
controlling interest to the net assets of the Group. When non-controlling interest is subsequently
acquired, the difference between the acquisition price and the carrying value of the interest as at
acquisition date is recognized as equity reserve under “Other components of equity” account in the
consolidated statement of financial position.

Revenue and Cost Recognition under PFRS 15


Revenue from Contract with Customers
The Group primarily derives its real estate revenue from the sale of vertical and horizontal real estate
projects. Revenue from contracts with customers is recognized when control of the goods or services
are transferred to the customer at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services. The Group has generally concluded
that it is the principal in its revenue arrangements, except for the provisioning of water and electricity
in its leasing units, wherein it is acting as agent.

The disclosures of significant accounting judgments, estimates and assumptions relating to revenue
from contracts with customers are provided in Note 3.

Real estate sales


The Group derives its real estate revenue from sale of lots, house and lot and condominium units.
Revenue from the sale of these real estate projects under pre-completion stage are recognized over
time during the construction period (or percentage of completion) since based on the terms and
conditions of its contract with the buyers, the Group’s performance does not create an asset with an
alternative use and the Group has an enforceable right to payment for performance completed to date.

In measuring the progress of its performance obligation over time, the Group uses the output method.
The Group recognizes revenue on the basis of direct measurements of the value to customers of the
goods or services transferred to date, relative to the remaining goods or services promised under the
contract. Progress is measured based on the physical proportion of the real estate project’s
completion. This is based on the monthly project accomplishment report prepared by the third-party

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project engineers which integrates the surveys of performance to date of the construction activities for
both sub-contracted and those that are fulfilled by the developer itself.

Property management fee and other services


Revenue from property management and other services is recognized over time as they are rendered
since the customer simultaneously receives and consumes the benefits provided by the Group’s
performance of its obligation. Property management fee and other services consist of revenue arising
from management contracts, auction services and technical services.

Cost of real estate sales


The Group recognizes costs relating to satisfied performance obligations as these are incurred taking
into consideration the contract fulfillment assets such as connection fees. These include costs of land,
land development costs, building costs, professional fees, depreciation, permits and licenses and
capitalized borrowing costs. These costs are allocated between the sold units being recognized as
cost of sales and the unsold units being recognized as part of real estate inventories.

Contract costs include all direct materials and labor costs and those indirect costs related to contract
performance. Expected losses on contracts are recognized immediately when it is probable that the
total contract costs will exceed total contract revenue. Changes in contract performance, contract
conditions and estimated profitability, including those arising from contract penalty provisions, and
final contract settlements which may result in revisions to estimated costs and gross margins are
recognized in the year in which the changes are determined.

Leasing Revenue
The Group leases its commercial real estate properties to others through operating leases. Rental
income on leased properties is recognized on a straight-line basis over the lease term, or based on a
certain percentage of the gross revenue of the tenants, as provided under the terms of the lease
contract. Contingent rents are recognized as revenue in the period in which they are earned.

Income from Forfeited Collections


Income from forfeited collections recorded under “Interest and other income” is recognized at a point
in time when the deposits from potential buyers are deemed nonrefundable due to prescription of the
period for entering into a contracted sale. Such income is also recognized, subject to the provisions
of Republic Act 6552, Realty Installment Buyer Act, upon prescription of the period for the payment
of required amortizations from defaulting buyers.

Interest Income
Interest income is recognized as it accrues, taking into account the effective yield on the asset.

Other Income
Other income consists of customer-related fees such as penalties and surcharges are recognized as
they accrue, taking into account the provisions of the related contract.

Cost of Leasing
Cost of leasing pertains to direct costs of leasing the Group’s commercial properties. These costs are
expensed as incurred.

Cost of Services
Cost of services pertains to direct costs of property management and other services. These costs are
expensed as incurred.

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General and Administrative Expenses


General and administrative expenses constitute costs of administering the business and are expensed
as incurred.

Contract Balances
Installment contract receivables (ICRs)
ICRs pertain to any excess of progress of work over the right to an amount of consideration that is
unconditional (i.e., only the passage of time is required before payment of the consideration is due).

Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group
has received consideration (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognized when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognized as revenue when the Group performs under the contract. The contract
liabilities also include payments received by the Group from the customers for which revenue
recognition has not yet commenced.

Costs to Obtain Contract


The incremental costs of obtaining a contract with a customer are recognized as an asset if the Group
expects to recover them. The Group has determined that commissions paid to brokers and marketing
agents on the sale of pre-completed real estate units are deferred when recovery is reasonably
expected and are recorded as “Prepaid commissions” in the consolidated statement of financial
position. These are charged to expense in the period in which the related revenue is recognized as
earned. Commission expense is included in the “General and administrative expenses” account in the
consolidated statement of comprehensive income.

Costs incurred prior to obtaining contract with customer are expensed as incurred.

Pension Cost
Pension cost is computed using the projected unit credit method. This method reflects services
rendered by employees up to the date of valuation and incorporates assumptions concerning
employees’ projected salaries. Actuarial valuations are conducted with sufficient regularity, with an
option to accelerate when significant changes to underlying assumptions occur.

Pension cost includes current service cost, interest cost, past service cost and gains and losses, and
curtailment and non-routine settlement.

The liability recognized by the Group in respect of the funded defined benefit pension plan is the
present value of the defined benefit obligation at the reporting date. The defined benefit obligation is
calculated by independent actuaries using the projected unit credit method. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows using risk-
free interest rates of government bonds that have terms to maturity approximating the terms of the
related pension liabilities or applying a single weighted average discount rate that reflects the
estimated timing and amount of benefit payments.

Remeasurements, comprising of actuarial gains or losses, the effect of the asset ceiling, excluding net
interest cost and the return on plan assets (excluding net interest), are recognized immediately in the
consolidated statement of financial position with a corresponding debit or credit to other
comprehensive income (OCI) in the period in which they occur. Remeasurements are not reclassified
to profit or loss in subsequent periods.

*SGVFS181289*
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Income Taxes
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute
the amount are those that have been enacted or substantively enacted as of the reporting date.

Deferred tax
Deferred tax is provided using the balance sheet liability method on temporary differences, with
certain exceptions, at the reporting date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, including asset
revaluations. Deferred tax assets are recognized for all deductible temporary differences, carry
forward benefit of unused tax credits from the excess of minimum corporate income tax (MCIT) over
regular corporate income tax (RCIT), and unused net operating loss carryover (NOLCO), to the
extent that it is probable that sufficient taxable income will be available against which the deductible
temporary differences and the carry forward of unused tax credits from MCIT and unused NOLCO
can be utilized. Deferred tax, however, is not recognized on temporary differences that arise from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting income nor taxable income.

Deferred tax liabilities are not provided on non-taxable temporary differences associated with
investments in domestic subsidiaries and associate.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable income will be available to allow all or part
of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable profit
will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.

Value-added Tax (VAT)


Revenues, expenses, and assets are recognized net of the amount of VAT, if applicable.

When VAT from sales of goods and/or services (output VAT) exceeds VAT passed on from
purchases of goods or services (input VAT), the excess is recognized as payable and is included as
part of the “Accounts and other payables” account in the consolidated statement of financial position.
When VAT passed on from purchases of goods or services (input VAT) exceeds VAT from sales of
goods and/or services (output VAT), the excess is recognized as an asset and is included as part of the
“Other current assets” and “Other noncurrent assets” accounts in the consolidated statement of
financial position to the extent of the recoverable amount.

Foreign Currency Transactions


Transactions denominated in foreign currencies are initially recorded using the exchange rates
prevailing at transaction dates. Foreign currency-denominated monetary assets and liabilities are
retranslated using the closing exchange rates at reporting date. Exchange gains or losses arising from
foreign currency transactions are credited to or charged against current operations.

*SGVFS181289*
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Segment Reporting
The Group’s operating businesses are organized and managed separately according to the nature of
the products and services provided, with each segment representing a strategic business unit that
offers different products and serves different markets. Financial information on the Group’s business
segments is presented in Note 32 to the consolidated financial statements.

Earnings Per Share


Basic earnings per share (EPS) is computed by dividing net income attributable to common
stockholders by the weighted average number of common shares issued and outstanding during the
year and adjusted to give retroactive effect to any stock dividends declared during the period. The net
income attributable to common stockholders of the Parent Company is net of dividends attributable to
preferred stockholders.

Diluted EPS is computed by dividing net income attributable to common equity holders by the
weighted average number of common shares issued and outstanding during the year plus the weighted
average number of common shares that would be issued on conversion of all the dilutive potential
common shares. The calculation of diluted EPS does not assume conversion, exercise or other issue
of potential common shares that would have an antidilutive effect on earnings per share.

As of December 31, 2022, 2021 and 2020, the Group has no potentially dilutive common shares.

Events After the Reporting Date


Post year-end events up to the date of auditor’s report that provide additional information about the
Group’s position at the reporting date (adjusting events) are reflected in the consolidated financial
statements. Post year-end events that are not adjusting events are disclosed in the consolidated
financial statements when material.

3. Significant Accounting Judgments and Estimates

The preparation of the consolidated financial statements in compliance with PFRSs requires the
Group to make judgments and estimates that affect the amounts reported in the consolidated financial
statements and accompanying notes. The judgments, estimates and assumptions used in the
accompanying consolidated financial statements are based upon management’s evaluation of relevant
facts and circumstances as of the date of the consolidated financial statements. Future events may
occur which will cause the judgments and assumptions used in arriving at the estimates to change.
The effects of any change in judgments and estimates are reflected in the consolidated financial
statements as they become reasonably determinable.

Judgments and estimates are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements.

Material partly-owned subsidiaries


The consolidated financial statements include additional information about subsidiaries that have NCI
that are material to the Company (see Note 21). Management determined material partly-owned
subsidiaries as those with carrying value of NCI greater than 5% of total NCI as at end of the year.

*SGVFS181289*
- 21 -

Existence of a contract
The Group’s primary document for a contract with a customer is a signed CTS. It has determined,
however, that in cases wherein CTS are not signed by both parties, the combination of its other signed
documentation such as reservation agreement, official receipts, buyers’ computation sheets and
invoices, would contain all the criteria to qualify as contract with the customer under PFRS 15.

Revenue recognition method and measure of progress


The Group concluded that revenue for real estate sales is to be recognized over time because: (a) the
Group’s performance does not create an asset with an alternative use; and (b) the Group has an
enforceable right for performance completed to date. The promised property is specifically identified
in the contract and the contractual restriction on the Group’s ability to direct the promised property
for another use is substantive. This is because the property promised to the customer is not
interchangeable with other properties without breaching the contract and without incurring significant
costs that otherwise would not have been incurred in relation to that contract. In addition, under the
current legal framework, the customer is contractually obliged to make payments to the developer up
to the performance completed to date. In addition, the Group requires a certain percentage of buyer's
payments of total selling price (buyer's equity), to be collected as one of the criteria in order to initiate
revenue recognition. Reaching this level of collection is an indication of buyer’s continuing
commitment and the probability that economic benefits will flow to the Group. The Group considers
that the initial and continuing investments by the buyer of about 5% would demonstrate the buyer’s
commitment to pay.

The Group has determined that output method used in measuring the progress of the performance
obligation faithfully depicts the Group’s performance in transferring control of real estate
development to the customers.

Incorporation of forward-looking information


The Group incorporates forward-looking information into both its assessment of whether the credit
risk of an instrument has increased significantly since its initial recognition and its measurement of
ECL.

To do this, the Group has considered a range of relevant forward-looking macro-economic


assumptions for the determination of unbiased general industry adjustments and any related specific
industry adjustments that support the calculation of ECLs. Based on its evaluation and assessment
and after taking into consideration external actual and forecast information, the Group considers a
representative range of possible forecast scenarios. This process involves gathering two or more
economic scenarios and considering the relative probabilities of each outcome. External information
includes economic data and forecasts published by governmental bodies, monetary authorities and
selected private-sector and academic institutions.

The Group has identified and documented key drivers of credit risk and credit losses of each portfolio
of financial instruments and, using an analysis of historical data, has estimated relationships between
macro-economic variables and credit risk and credit losses.

Predictive relationship between the key indicators and default and loss rates on various portfolios of
financial assets have been developed based on analyzing historical data over the past 5 years. The
methodologies and assumptions including any forecasts of future economic conditions are reviewed
regularly.

The Group has not identified any uncertain event that it has assessed to be relevant to the risk of
default occurring but where it is not able to estimate the impact on ECL due to lack of reasonable and
supportable information.

*SGVFS181289*
- 22 -

Definition of default and credit-impaired financial assets


The Group defines a financial instrument as in default, which is fully aligned with the definition of
credit-impaired, when it meets one or more of the following criteria:

 Quantitative criteria
The borrower is more than 90 days past due on its contractual payments, i.e. principal and/or
interest, which is consistent with the regulatory definition of default.

 Qualitative criteria
The borrower meets unlikeliness to pay criteria, which indicates the borrower is in significant
financial difficulty. These are instances where:
 The borrower is experiencing financial difficulty or is insolvent
 The borrower is in breach of financial covenant(s)
 An active market for that financial assets has disappeared because of financial difficulties
 Concessions have been granted by the Group, for economic or contractual reasons relating to
the borrower’s financial difficulty
 It is becoming probable that the borrower will enter bankruptcy or other financial
reorganization
 Financial assets are purchased or originated at a deep discount that reflects the incurred credit
losses.

The criteria above have been applied to all financial instruments held by the Group and are consistent
with the definition of default used for internal credit risk management purposes. The default
definition has been applied consistently to model the Probability of Default (PD), Loss Given Default
(LGD) and Exposure at Default (EAD) throughout the Group’s expected loss calculation.

An instrument is considered to be no longer in default (i.e., to have cured) when it no longer meets
any of the default criteria for a consecutive period of six months as it has exhibited a satisfactory
track record. This period of six months has been determined based on an analysis which considers
the likelihood of a financial instrument returning to default status after cure using different possible
cure definitions.

Determining the incremental borrowing rate and lease term of contracts with renewal options
The Group uses its incremental borrowing rate (IBR) to measure lease liabilities because the interest
rate implicit in the lease is not readily determinable. The IBR is the rate of interest that the Group
would have to pay to borrow over a similar term, and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-use assets in a similar economic environment. The
IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when they need to be adjusted to reflect the terms and conditions of the lease (for example, when
leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable
inputs (such as market interest rates) when available and is required to make certain entity-specific
estimates (such as the subsidiary’s stand-alone credit rating).

The Group determines the lease term as the non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the right at its option, to lease the assets for additional terms. The Group applies
judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it
considers all relevant factors that create an economic incentive for it to exercise the renewal. After
the commencement date, the Group reassesses the lease term if there is a significant event or change

*SGVFS181289*
- 23 -

in circumstances that is within its control and affects its ability to exercise the option to renew such as
a change in business strategy.

Receivable financing
The Group has entered into various receivable financing transactions with local banks to assign its
ICRs. The Group has determined that it has retained substantially all the risks and rewards of
ownership of these assets. Thus, the Group still retains the assigned ICRS in the consolidated
financial statements and records the proceeds from these assignments as long-term debt.

Classification of deposit for preferred shares subscription


The Group determined that CALC’s preferred shares under the “Other noncurrent liabilities” account
are compound financial instruments, which contain both liability and equity components. However,
prior to full payment and availability of the rooms through the completion of the project, the Group
has determined that amounts received from the buyers of preferred shares are classified as “Deposits
for preferred shares subscription” under the “Other noncurrent liabilities” account since the
shareholders’ rights to the 28 free nights to stay at the hotel and contractual right to dividends
will inure to the shareholder only upon full payment and availability of the rooms. As of
December 31, 2021, the facility is under construction representing an obligation on the part of the
Group under the terms of the subscription agreements.

Total deposits for preferred shares subscriptions received presented under financial statement caption
“Deposits for preferred shares subscription” amounted to P =1,037.85 million as of December 31, 2021.

On December 15, 2022, the project was already completed, and Novotel Suites formally began its
operations. Thus, the Group utilized a discounted cash flow model and used certain assumptions
(including discount rate, annual average occupancy rate, performance growth rates, and a terminal
value) to determine the value of the financial liability and equity component of the preferred shares.
The model used (b) a pre-tax discount rate of 11.00% 2022 and (c) a growth rate of 5.00% applied
beyond the 10th year projections in 2022, among others. The Group benchmarked these assumptions
on similar performance drivers and industry outlook. Based on the calculation performed, the Group
reclassified the equity portion amounting to = P54.18 million to preferred shares (see Note 33).
.
Operating lease commitments - the Group as a lessor
Management has determined that the Group retains all significant risks and rewards of underlying
assets and thus, accounts for the contracts as operating leases. The ownership of the underlying assets
is not transferred to the lessee by the end of the lease term. Leasing revenue amounted to
=1,362.47 million, =
P P1,200.37 million and = P795.03 million in 2022, 2021 and 2020, respectively.

Management’s Use of Estimates and Assumptions


The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.

Revenue recognition on real estate projects


The Group’s revenue recognition require management to make use of estimates and assumptions that
may affect the reported amounts of revenues and costs. The Group’s revenue from real estate and
construction contracts is recognized based on POC are measured principally on the basis of the
estimated completion of a physical proportion of the contract work. Apart from involving significant
estimates in determining the quantity of imports such as materials, labor and equipment needed, the
assessment process for the POC is complex and requires technical determination by management’s
specialists (third-party project engineers).

*SGVFS181289*
- 24 -

Collectability of the sales price


In determining whether the sales price is collectible, the Group considers that the initial and
continuing investments by the buyer of 5% would demonstrate the buyer’s commitment to pay.
Based on the historical trend of cancellations of customer contracts, the management believes that 5%
continues to be reasonable. The revenue arising from these sales contracts amounted to
=9,231.48 million, =
P P7,664.40 million and =P9,482.62 million in 2022, 2021 and 2020, respectively
(see Note 30).

Fair value of investment properties


The Group carries its investment properties at fair value, with changes in fair value being recognized
in profit or loss except for investment properties under construction. The Group determined that the
fair value of its investment properties under construction cannot yet be reliably measurable, as such
these investment properties are measure at cost. Once the construction is complete or the fair value is
reliably measurable, whichever comes first, the Group will measure the investment property at fair
value.

For its investment properties that are complete and whose fair values are reliably measurable, the
Group engages annually independent valuation specialists to determine its fair value. The appraisers
used income approach for its land and buildings which are based on future cash flows available
for such properties. Gain from change in fair value of investment properties amounted to
=
P28.24 million, =
P225.50 million and P =558.62 million in 2022, 2021 and 2020, respectively.
The carrying value of the investment properties amounted to P =12,394.98 million and
=
P13,995.03 million as of December 31, 2022 and 2021, respectively (see Note 11).

Evaluation of impairment of financial assets


The Group uses a provision matrix to calculate ECLs for cash and cash equivalents, short-term
investments, receivables other than ICRs, due from related parties, rental deposits and investment in
bonds. The provision rates are based on days past due for groupings of various customer segments
that have similar loss patterns. The Group incorporates forward-looking information into both its
assessment of whether the credit risk of an instrument has increased significantly since its initial
recognition and its measurement of ECL.

The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust the historical credit loss experience with forward-looking
information such as inflation and GDP growth rates. At every reporting date, the historical observed
default rates are updated and changes in the forward-looking estimates are analyzed.

The Group uses vintage analysis approach to calculate ECLs for ICRs. The vintage analysis accounts
for expected losses by calculating the cumulative loss rates of a given loan pool. It derives the
probability of default from the historical data of a homogenous portfolio that share the same
origination period. The information on the number of defaults during fixed time intervals of the
accounts is utilized to create the PD model. It allows the evaluation of the loan activity from its
origination period until the end of the contract period.

The Group defines a financial instrument as in default when a customer is more than 90 days past due
on its contractual obligations. However, in certain cases, the Group may also consider a financial
asset to be in default when internal or external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full. An instrument is considered to be no longer in
default (i.e., to have cured) when it no longer meets any of the default criteria.

The assessment of the correlation between historical observed default rates, forecast economic
conditions (inflation and interest rates) and ECLs is a significant estimate. The amount of ECLs is
sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical

*SGVFS181289*
- 25 -

credit loss experience and forecast of economic conditions may also not be representative of
customer’s actual default in the future.

The Group has considered the impact of COVID-19 pandemic and to the extent applicable revised its
assumptions in determining macroeconomic variables and loss rates in the ECL computation. The
changes in the gross carrying amounts of receivables from the sale of real estate during the year and
impact of COVID-19 pandemic did not materially affect the allowance for ECLs.

There have been no significant changes in estimation techniques or significant assumptions made
during the reporting period.

As of December 31, 2022, and 2021, the allowance for impairment losses on financial assets of
the Group amounted to =
P9.70 million and =
P8.29 million, respectively (see Note 6). As of
December 31, 2022, and 2021, the carrying values of these assets are as follows:

2022 2021
Cash and cash equivalents (Note 4) P
=4,130,877,582 =3,693,074,161
P
Short-term investments (Note 5) 36,786,565 1,032,513,990
Receivables* (Note 6) 9,581,162,303 9,296,575,856
Due from related parties (Note 17) 975,322,703 526,962,834
Rental deposits (Note 13) 95,958,665 110,415,828
*Excluding other receivables that are non-financial in nature amounting to =
P 382.87 million and P
=372.84 million as of
December 31, 2022 and 2021, respectively.

Estimating NRV of real estate inventories


The Group reviews the NRV of real estate inventories and compares it with the cost since assets
should not be carried in excess of amounts expected to be realized from sale. Real estate inventories
are written down below cost when the estimated NRV is found to be lower than the cost.

NRV for completed real estate inventories is assessed with reference to market conditions and prices
existing at the reporting date and is determined by the Group having taken suitable external advice
and in light of recent market transactions. NRV in respect of inventory under construction is assessed
with reference to market prices at the reporting date for similar completed property, less estimated
costs to complete construction less an estimate of the time value of money to the date of completion.
The estimates used took into consideration fluctuations of price or cost directly relating to events
occurring after the end of the period to the extent that such events confirm conditions existing at the
end of the period.

The carrying values of real estate inventories amounted to =


P17,723.40 million and P
=16,143.10 million
as of December 31, 2022 and 2021, respectively (see Note 7).

Impairment of nonfinancial assets


The Group assesses impairment on its nonfinancial assets and considers the following important
indicators:
 Significant changes in asset usage;
 Significant decline in assets’ market value;
 Obsolescence or physical damage of an asset;
 Significant underperformance relative to expected historical or projected future operating results;
 Significant changes in the manner of usage of the acquired assets or the strategy for the Group’s
overall business; and
 Significant negative industry or economic trends.

*SGVFS181289*
- 26 -

If such indications are present and where the carrying amount of the asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. The
recoverable amount is the asset’s fair value less cost to sell or value in use whichever is higher.

The fair value less cost to sell is the amount obtainable from the sale of an asset in an arm’s length
transaction while value in use is the present value of estimated future cash flows expected to be
generated from the continued use of the asset. The Group is required to make estimates and
assumptions that can materially affect the carrying amount of the asset being assessed.

Considering the above, the Group assessed in 2022 and 2021 that there are indicators of impairment
in respect of its property that operates as a hotel in 2022 with a carrying value of P
=1,760.61 million
and P=1,707.34 million as of December 31, 2022 and 2021, respectively (see Note 12), given the
current effect of the pandemic on the hospitality industry and future economic uncertainties that it
brings along. Accordingly, the Group performed an impairment testing of the relevant asset as a
separate cash-generating unit to determine if the carrying value of such asset is impaired as of
December 31, 2022 and 2021. The Group utilized a discounted cash flow model and used certain
assumptions (including discount rate, annual average occupancy rate, performance growth rates, and
a terminal value) to determine the value in use. The model used (a) projected cash flows that
incorporated the impact of the pandemic in 2022 and 2021, (b) a pre-tax discount rate of 11.22% and
12.01% in 2022 and 2021, respectively, and (c) a growth rate of 5% applied beyond the 10th year
projections in 2022 and 2021, among others. Based on the impairment testing performed, the Group
did not identify impairment of such property as of December 31, 2022 and 2021. In terms of
sensitivity, an impairment loss would have resulted had the growth rate applied was about 4.10% or
lower and 4.60% or lower as at December 31, 2022 and 2021, respectively.

The Group did not identify impairment indicators on the other cash generating units of the Group,
mainly on the basis that as consistently observed across the industry, the Group continued to perform
well in 2022 and 2021, in particular in respect of its real estate development segment which is the
core business segment of the Group. The aggregate value of other nonfinancial assets (except for the
hotel property), deposit for purchased land, investments in joint ventures and associate, deferred tax
assets, other assets (excluding rental deposit) and receivables from employees is =
P5,491.74 million
and P
=5,583.03 million as of December 31, 2022 and 2021, respectively.

No impairment was recognized for the Group’s nonfinancial assets as of December 31, 2022 and
2021.

Recognition of deferred tax assets


The Group reviews the carrying amounts of deferred tax assets at each reporting date and reduces the
amounts to the extent that it is no longer probable that sufficient taxable income will be available to
allow all or part of the deferred tax assets to be utilized. Significant judgment is required to
determine the amount of deferred tax assets that can be recognized based upon the likely timing and
level of future taxable income together with future planning strategies. The Group assessed its
projected performance in determining the sufficiency of the future taxable income. As of
December 31, 2022, and 2021, the Group has unrecognized deferred tax assets amounting to
=441.08 million and P
P =280.35 million, respectively (see Note 28).

Estimating pension liabilities


The determination of the Group’s pension liabilities and cost of retirement benefits is dependent on
the selection of certain assumptions used by actuaries in calculating such amounts. Those
assumptions are described in the consolidated financial statements and include among others,
discount rates and salary increase rates. While the Group believes that the assumptions are
reasonable and appropriate, significant differences in the actual experience or significant changes in

*SGVFS181289*
- 27 -

the assumptions may materially affect the pension liabilities. The Group’s pension liabilities net of
its plan assets amounted to P
=231.19 million and P
=279.63 million as of December 31, 2022 and 2021,
respectively (see Note 27).

4. Cash and Cash Equivalents

This account consists of:

2022 2021 2020


Cash on hand and in banks P
=2,043,009,395 =2,607,258,991
P =1,163,069,715
P
Cash equivalents 2,087,868,187 1,085,815,170 1,310,486,035
P
=4,130,877,582 =3,693,074,161
P =2,473,555,750
P

Cash in banks earns interest at the prevailing bank deposit rates.

Cash equivalents are short-term, highly liquid investments that are made for varying periods of up to
three months depending on the immediate cash requirements of the Group and earn interest at the
prevailing short-term rates ranging from 0.25% to 4.60% and 0.25% to 2.125% in 2022 and 2021,
respectively. Interest income on cash and cash equivalents amounted to =P52.64 million,
=28.69 million and P
P =68.86 million in 2022, 2021 and 2020, respectively (see Note 25).

5. Short-term Investments

As of December 31, 2022 and 2021, short-term investments amounted to = P36.79 million and
=
P1,032.51 million, respectively. Short-term investments include money market placements exceeding
3 months but less than one year. Short-term investments earn at prevailing short-term interest rate
ranging from 0.90% to% 2.125% in 2022 and 1.50% to% 2.125% in 2021. Interest income earned on
short-term investments amounted to =P0.56 million, =
P11.51 million and =
P0.19 million in 2022, 2021
and 2020, respectively (see Note 25).

6. Receivables

This account consists of:

2022 2021
Trade receivables:
ICR P
=8,584,320,427 =8,449,607,463
P
Leasing receivable 450,320,867 351,493,631
Management fees 140,819,720 90,710,063
Receivable from employees and agents 382,869,640 372,841,856
Advances to condominium corporations 104,981,945 30,766,235
Advances to customers 119,638,563 76,985,252
Other receivables 181,080,781 297,013,212
9,964,031,943 9,669,417,712
Allowance for estimated credit losses for
management fees and other receivables (9,704,105) (8,288,052)
9,954,327,838 9,661,129,660
Noncurrent portion of ICR (109,043,517) (366,000,813)
=9,845,284,321 =
P P9,295,128,847

*SGVFS181289*
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ICR pertain to receivables from the sale of real estate properties. These are collectible in monthly
installments over a period of one (1) to five (5) years, bear no interest and with lump sum collection
upon project turnover. Titles to real estate properties are not transferred to the buyer until full
payment has been made.

Details of ICRs are as follows:

2022 2021
Gross ICR =10,681,177,699 P
P =10,978,463,658
Unamortized discount arising from noninterest-
bearing ICR (240,441,327) (312,352,957)
10,440,736,372 10,666,110,701
Percentage of completion adjustment (1,856,415,945) (2,216,503,238)
Carrying value of ICR 8,584,320,427 8,449,607,463
Non-current portion of ICR (109,043,517) (366,000,813)
Current portion of ICR =8,475,276,910 P
P =8,083,606,650

Unamortized discounts
These ICRs were recorded initially at fair value which is derived using the discounted cash flow
model using discount rates ranging from 1.88% to 3.87% and 2.49% to 3.54% in 2022 and 2021,
respectively.

Movements in the unamortized discount on ICRs follow:

2022 2021
Balance at beginning of year P
=312,352,957 =418,129,052
P
Additions 37,406,969 74,339,964
Accretion for the year (109,318,599) (180,116,059)
Balance at end of year P
=240,441,327 =312,352,957
P

Interest income from accretion of unamortized discount on ICRs amounted to =


P109.32 million,
=180.12 million and P
P =168.37 million in 2022, 2021 and 2020, respectively.

Leasing receivables pertain to receivables arising from leasing revenue. These receivables are billed
to tenants and are expected to be collected within one (1) year.

Management fees are revenues arising from property management contracts. These are collectible on
a 15-day to 30-day basis depending on the terms of the management service agreement.

Receivable from employees and agents pertain salary and other loans granted to the employees and
are recoverable through salary deductions. These are noninterest-bearing and are due and
demandable.

Advances to condominium corporations pertain to expenses paid by the Group on behalf of the
condominium corporations for various expenses incurred for the projects already turned over.
These receivables are due and demandable and bear no interest.

Advances to customers pertain to expenses paid by the Group on behalf of the customers for the taxes
and other costs incurred in securing the title in the name of the customers. These receivables are
billed separately to the respective buyers and are expected to be collected within one (1) year.

*SGVFS181289*
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Others, mainly consist of receivables for repairs and installation cost charge to tenants and
reimbursement of regulatory payments. In 2022 and 2021, “others” included receivable from sales of
investment property amounting to P =70.05 million and P =42.62 million, respectively.

The movements in the allowance for estimated credit losses for receivables are shown below:

2022 2021
Balance at beginning of year P
=8,288,052 =11,389,890
P
Provision, net of reversals 1,416,053 –
Write-offs – (3,101,838)
Balance at end of year P
=9,704,105 =8,288,052
P

The allowance for estimated credit losses pertain to management fees and other receivables.

Receivable financing
The Group entered into various agreements with a local bank whereby the Group assigned its ICRs
with recourse at average interest rates ranging from 6.07% to 9.50% and 5.88% to 9.50% in 2022 and
2021, respectively. The assignment agreements provide that the Group will substitute defaulted CTS
with other CTS of equivalent value.

The Group retains the assigned receivables in the consolidated financial statements since the Group
retains the risks and rewards related to these receivables. The Group records the proceeds from
these assignments as long-term debt. The gross amount of ICRs used as collateral amounted to
=1,303.15 million and =
P P2,464.69 million as of December 31, 2022 and 2021, respectively
(see Note 18).

7. Real Estate Inventories

This account consists of:

2022 2021
Condominium units =11,751,816,204 =
P P11,826,694,359
Residential house and lots 5,192,943,484 4,064,663,593
Land held for future developments 778,637,876 251,741,116
=17,723,397,564 P
P =16,143,099,068

The roll-forward of this account follows:

2022 2021
Balance at beginning of year =16,143,099,068 =
P P14,651,328,952
Construction costs incurred 4,028,718,661 4,547,573,952
Purchase of land 1,905,092,486 1,578,137,176
Borrowing costs capitalized (Note 18) 214,146,276 174,479,838
Transfers from investment properties (Note 11) 1,039,604,760 –
Cost of real estate sales (5,607,263,687) (4,808,420,850)
Balance at end of year =17,723,397,564 P
P =16,143,099,068

*SGVFS181289*
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General and specific borrowings were used to finance the Group’s ongoing real estate projects. The
related borrowing costs were capitalized as part of real estate inventories. The capitalization rate used
in 2022 and 2021 are 1.82% and 1.25%, respectively, for general borrowing costs.

Real estate inventories recognized as “Cost of real estate sales” amounted to =


P5,607.26 million,
=4,808.42 million and =
P P6,082.95 million in 2022, 2021 and 2020, respectively.

In 2022, CLC purchased land in Katipunan which will be developed into a condominium project to be
held for sale in the future amounting to =
P526.90 million. The related advances to land-owners
amounting = P419.23 million and deposit for purchased land amounting to =
P30.16 million were applied
as part of the payment for the purchase of land (see Notes 9 and 13).

In 2022, the Group’s affordable segment also purchased land in Bataan intended for development of
residential house and lot amounting to P
=1,378.12 million.

In 2021, PPHI purchased land in Batangas intended for development of residential house and lot
amounting to P
=1,578.14 million.

The carrying values of real estate inventories mortgaged for trust receipts payables and bank loans
amounted to =P1,281.94 million and P =1,163.09 million as of December 31, 2022 and 2021,
respectively (see Note 18).

8. Advances to Suppliers and Contractors

Advances to suppliers and contractors amounting to P=1,749.97 million and P =2,426.74 million as of
December 31, 2022 and 2021, respectively, are capitalized as part of real estate inventories when the
materials have been delivered or services have been rendered by the suppliers and contractors,
respectively. These advances are intended for the construction of the Group’s real estate inventories.

9. Deposits for Purchased Land

This account consists of refundable deposits made to property owners for the acquisition of parcels
of land in which the use is currently undetermined. Deposits for purchased land amounted to
=1,409.48 million and =
P P1,358.81 million as of December 31, 2022 and 2021, respectively.

In 2022, the Group made additional deposits to property owners for the acquisitions of parcels of land
located in Novaliches amounting to =
P80.83 million.

In 2022, the Group purchased land in Katipunan which will be developed into a condominium project
to be held for sale in the future. The related deposit for the purchased land for the property,
amounting to P =30.16 million, was applied as part of the payment for the purchase of land
(see Note 7).

In 2021, the Group made additional deposits to property owners for the acquisitions of parcels of land
located in Novaliches amounting to =
P15.52 million net of return of deposits in land located in Quezon
City amounting to =
P10.95 million.

*SGVFS181289*
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10. Investments in and Advances to Joint Ventures and Associate

The Group’s investments in joint ventures and associate are shown below:

2022 2021
Joint ventures:
A2Global, Inc. (A2 Global) P
=– =3,055,000
P
One Pacstar Realty Corporation (One Pacstar) 222,562,484 213,461,684
Two Pacstar Realty Corporation (Two Pacstar) 44,804,720 49,987,820
Associate:
Asian Breast Center (ABC) 7,999,900 7,999,900
P
=275,367,104 =274,504,404
P

Acquisition cost P
=404,033,094 =404,033,094
P

Accumulated equity in net losses


Balance at beginning of year (129,528,690) (138,472,890)
Share in net earnings 3,917,700 8,944,200
Balance at end of year (125,610,990) (129,528,690)

Allowance for impairment loss 3,055,000 –


P
=275,367,104 =274,504,404
P

Investment in A2Global
In 2013, the Parent Company entered into an agreement with Asian Carmakers Corporation and other
individuals which aim to create an entity with the primary purpose to develop, own and manage
properties of all kinds and nature and to develop them into economic and tourism zones, golf course,
theme parks and all other forms of leisure estates.

On February 26, 2013, the Parent Company acquired 122,200 shares in A2Global with acquisition
price of P
=3.06 million, for a 48.88% ownership. A2Global has six (6) directors, three (3) from the
Parent Company and three (3) from Asian Carmakers Corp. A2 Global’s principal place of business
is 5th Floor, Pacific Star Building, Gil Puyat Avenue corner Makati Avenue, Makati City.

According to its by-laws, most of the major business decisions of A2Global shall require the majority
decision of its BOD. Because the BOD is equally represented, the arrangement is considered a joint
venture and is measured using the equity method.

In 2022, the BOD of A2 Global approved the commencement of its liquidation, consequently the
Group has written off its investments amounting to =
P3.06 million.

Investments in One Pacstar Realty Corporation and Two Pacstar Realty Corporation
On October 22, 2014, CLC entered into an agreement with La Costa Development Corporation, Inc.
(La Costa) to take out the loan of La Costa with Union Bank of the Philippines in its name and for its
sole account. For and in consideration of the loan take out, La Costa transferred, ceded, and
conveyed 196,250 shares of One Pacstar and 42,250 shares of Two Pacstar.

Provisions in the agreement grant CLC to vote using the owned shares in the meetings of the
stockholders of One Pacstar and Two Pacstar. The Group currently owns 50% of the total voting
shares with the remaining 50% owned by La Costa for both One Pacstar and Two Pacstar. This
resulted in the two companies having joint control over One Pacstar and Two. The primary purpose

*SGVFS181289*
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of One Pacstar and Two Pacstar is to acquire, own, lease, and manage lands and all other kinds of real
estate properties.

One Pacstar and Two Pacstar’s principal place of business is 5th Floor, Pacific Star Building, High
Rise Tower, Gil Puyat cor. Makati Avenue, Makati City.

Following are the significant financial information of the joint ventures as of December 31, 2022 and
2021 and for the years then ended (in millions):

2022 2021
Total assets P
=864 P852
=
Total current liabilities 302 300
Total revenue 12 24
Total expenses 2 2

The Group recognized share in net earnings of the joint ventures amounting to =
P3.92 million,
=8.94 million and =
P P6.79 million in 2022, 2021 and 2020, respectively.

Investment in Asian Breast Center, Inc. (ABC)


On January 7, 2016, the Group acquired 79,999 shares in ABC with an acquisition price of
=8.00 million, for a 16.00% ownership. ABC has five (5) directors, one from the Group and four
P
from ABC. Because the Group only has significant influence, this arrangement is considered as an
investment in associate and is measured using the equity method.

The primary purpose of ABC is to provide comprehensive ambulatory care for women afflicted with
any form of breast disease, including prevention, early detection, early diagnosis, and treatment.
ABC’s principal place of business is 8th Floor, Centuria Medical Makati, Kalayaan Avenue, Makati
City. As of December 31, 2022 and 2021, ABC is still in its pre-operating stage.

The Group has not incurred any contingent liabilities as at December 31, 2022 and 2021 in relation to
its interest in the joint ventures and associate, nor do the joint ventures and associate themselves have
any contingent liabilities for which the Group is contingently liable. The Group has not entered into
any capital commitments in relation to its interest in the joint ventures and associate and did not
receive any dividends from the joint ventures and associate.

11. Investment Properties

The Group’s investment properties are classified as follows:

2022 2021
Land =5,061,961,969 P
P =5,061,961,969
Building 7,333,018,041 7,893,569,468
Construction-in-progress – 1,039,499,917
=12,394,980,010 =
P P13,995,031,354

*SGVFS181289*
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Movements in this account are as follows:

2022 2021
Cost:
Balance at beginning of year =9,962,422,883 =
P P9,9783,127,031
Construction costs incurred 13,448,339 248,757,808
Borrowing cost capitalized (Note 18) – 20,247,969
Sale of property (22,256,511) (89,709,925)
Transfer to property and equipment (Note 12) (556,820,321) –
Transfer to real estate inventories (Note 7) (1,053,053,101) –
Balance at end of year 8,343,741,289 9,962,422,883
Change in fair value:
Balance at beginning of year 4,032,608,471 3,844,455,351
Sale of property (9,615,488) (37,342,500)
Gain from change in fair value of investment
property 28,245,738 225,495,620
Balance at end of year 4,051,238,721 4,032,608,471
=12,394,980,010 P
P =13,995,031,354

Construction-in-progress pertains to properties being constructed that are intended to be leased out.
The property was completed in 2022.

In 2022, 2021 and 2020, the Group sold portion of its medical office at a loss amounting to
=0.82 million, P
P =34.13 million and P =12.98 million, respectively (see Note 25). Due to the change in
the intended use of the properties and the opening of the hotel facilities, the Group made certain
transfers from investment properties to real estate inventories and property and equipment amounting
to =
P1,053.05 million and =P556.82 million, respectively.

The Group recorded gain on fair value of investment properties amounting to =


P28.25 million,
=225.50 million and P
P =558.62 million in 2022, 2021 and 2020, respectively.

Investment properties are stated at fair value, which has been determined based on valuations
performed by Cuervo Appraisers, Inc., an accredited independent valuer, as of December 31, 2022
and 2021. Cuervo Appraisers, Inc. is an industry specialist in valuing these types of investment
properties.

For the Group’s leasing properties, the Group adopted the discounted cash flow analysis which
considers the future cash flows from lease contracts.

The fair value of the investment properties classified as buildings and land in the consolidated
financial statements is categorized within level 3 of the fair value hierarchy.

*SGVFS181289*
- 34 -

The key assumptions used to determine the fair value of the investment properties and sensitivity
analyses are as follows:

Valuation Significant unobservable Range


Property technique inputs 2022 2021
Land and DCF Discount rates for similar Discount rate - Discount rate -
Buildings lease contracts, market rent 11.26 % to 11.13 % to 11.61%
levels, expected vacancy and 12.48%
expected maintenance. Market rent Market rent levels -
levels - P
=400 to =400 to
P
P
=1,500/sqm per =1,500/sqm per
P
month month
Expected
Expected vacancy -
vacancy - 5% to
5% to 45%;
45%;
Expected Expected
maintenance - maintenance - 2%
2% to 10% of to 10% of gross
gross revenue revenue

For DCF, the higher the market rent levels, the higher the fair value. Also, the lower the expected
vacancy, maintenance and discount rate, the higher the fair value.

In 2022, 2021 and 2020, the Group recognized leasing revenue from the use of the said real properties
amounting to P =1,362.47 million, P =1,200.36 million and P
=795.03 million, respectively, and incurred
direct cost of leasing amounting to P =440.82 million, =
P352.04 million and =
P226.53 million,
respectively, in relation to these investment properties.

The carrying values of investment properties mortgaged for trust receipts payables and bank loans
amounted to =P8,415.78 million and P
=5,507.65 million as of December 31, 2022 and 2021,
respectively (see Note 18).

*SGVFS181289*
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12. Property and Equipment

The composition and movements of this account are as follows:

2022
Office Computer Furniture Transportation Leasehold Construction Construction - Right-of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment in -Progress Building Assets Total
Cost
At January 1 P64,143,594
= P82,755,061
= = 32,234,848
P = 64,588,284
P P80,459,530
= = 251,492,426
P P
= 1,707,342,137 P–
= = 87,865,463
P P
= 2,370,881,343
Additions 11,595,328 21,247,002 – 1,165,179 37,970,527 – 88,247,097 – – 160,225,133
Transfer from Investment
Property (Note 11) – – – – – – 556,820,321 – – 556,820,321
Transfer to Building (2,352,409,555) 2,352,409,555 – –
At December 31 75,738,922 104,002,063 32,234,848 65,753,463 118,430,057 251,492,426 – 2,352,409,555 87,865,463 3,087,926,797
Accumulated Depreciation
At January 1 54,970,429 54,126,355 31,778,592 57,800,457 71,753,066 251,492,426 – – 33,123,849 555,045,174
Depreciation 1,656,841 12,433,837 456,256 1,273,544 6,853,180 – – – 25,892,500 48,566,158
At December 31 56,627,270 66,560,192 32,234,848 59,074,001 78,606,246 251,492,426 – – 59,016,349 603,611,332
Net Book Values at
December 31 = 19,111,652
P = 37,441,871
P =–
P = 6,679,462
P = 39,823,811
P =–
P =–
P P
= 2,352,409,555 = 28,849,114
P P
= 2,484,315,465

2021
Office Computer Furniture Transportation Leasehold Construction Construction - Right-of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment in -Progress Assets Total
Cost
At January 1 =77,714,432
P =65,239,942
P =30,907,181
P =62,155,114
P =78,023,604
P =251,492,426
P =1,705,550,923
P =11,572,605
P =2,282,656,227
P
Additions 1,420,568 17,860,972 1,327,667 2,433,170 2,435,926 – 3,071,214 76,292,858 104,842,375
Disposals (14,991,406) (345,853) – – – – (1,280,000) – (16,617,259)
At December 31 64,143,594 82,755,061 32,234,848 64,588,284 80,459,530 251,492,426 1,707,342,137 87,865,463 2,370,881,343
Accumulated Depreciation
At January 1 52,130,244 41,391,311 28,524,273 53,174,139 67,044,938 251,492,426 – 5,304,110 499,061,441
Depreciation 6,997,835 13,049,194 3,254,319 4,626,318 4,708,128 – – 27,819,739 60,455,533
Disposals (4,157,650) (314,150) – – – – – – (4,471,800)
At December 31 54,970,429 54,126,355 31,778,592 57,800,457 71,753,066 251,492,426 – 33,123,849 555,045,174
Net Book Values at
December 31 =9,173,165
P =28,628,706
P =456,256
P =6,787,827
P =8,706,464
P =–
P =1,707,342,137
P =54,741,614
P =1,815,836,169
P

*SGVFS181289*
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Construction-in-progress pertains to the cost incurred by the Group for the construction of Novotel
Suites Manila at Acqua 6 Tower and The Pebble (four-storey waterfront clubhouse) of Acqua Private
Residences. As of December 31, 2021, the total cost of these facilities amounted to
=1,707.34 million. On December 15, 2022, the construction of the properties was completed and
P
Novotel Suites Manila also formally began its operations. As of December 31, 2022, the total cost of
Novotel Suites and The Pebble transferred from construction-in-progress to building amounted to
=1,760.61 million and =
P P591.80 million, respectively.

The depreciation and amortization of property and equipment in 2022, 2021 and 2020 are recognized
as follows:

2022 2021 2020


General, administrative and
selling expenses
(see Note 22) P
=48,566,158 =60,455,533
P =53,885,599
P

13. Other Assets

This account consists of:

2022 2021
Current:
Prepaid commissions P
=823,634,164 =1,061,361,532
P
Creditable withholding taxes 360,268,502 364,769,290
Input taxes 374,339,654 389,040,814
Prepaid expenses 60,422,350 20,166,817
Others 23,378,298 60,123,867
P
=1,642,042,968 =1,895,462,320
P

Noncurrent:
Prepaid commissions P
=397,465,932 =362,839,010
P
Advances to land-owners 259,024,174 669,234,205
Input taxes 55,864,797 68,380,114
Rental deposits (Note 29) 95,958,665 110,415,828
Creditable withholding taxes 243,553,449 364,473,855
Intangible assets 42,342,033 49,769,338
Deferred financing costs – 13,825,625
Others 26,815,299 17,637,444
P
=1,121,024,349 =1,656,575,419
P

Prepaid commissions pertain to capitalized commission expenses payable to its agents on the sale of
its real estate projects related to contracts that have qualified for revenue recognition. These will be
recognized as commission expense under “General, administrative and selling expenses” in the period
in which the related real estate sales are recognized. This also includes prepayments to Century
Integrated Sales, Inc. (CISI) for future services of CISI in relation to managing the Group’s sales
activities which amounted to P =123.31 million and P =475.56 million as of December 31, 2022 and
2021, respectively (see Note 17).

Input taxes are fully realizable and will be applied against output VAT.

*SGVFS181289*
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Creditable withholding taxes are attributable to taxes withheld by third parties arising from real estate
sale, property management fees and leasing revenues.

In 2022 and 2021, based on forecasted tax payable position as well as its output tax liability position
the Group classified its creditable withholding taxes amounting to P
=243.55 million and
=364.47 million, and input taxes amounting to =
P P55.86 million and =
P68.38 million, respectively,
as noncurrent assets.

Advances to land-owners includes advances made by CLC for the purchase of land which will be
developed into a condominium project to be held for sale in the future. As of December 21, 2021
advances amounted P =419.23 million. In 2022, CLC executed the deed of sale of the land and the title
was also transferred to the Company. The advances were applied as part of the payment for the
purchase of land (see Note 7).

It also represents the minimum share of the lot property owners in relation to the profit-sharing
agreement of CDLC with land-owners. In accordance with the profit-sharing agreement, CDLC
advanced this share in significant installments throughout the term of the project. The advances shall
be deducted from the proceeds of the sales and collection of the land-owners’ units. As of
December 31, 2022, advances amounted to P =259.03 million.

Rental deposits mostly pertain to security deposits held and applied in relation to the Group’s lease
contracts for its administrative and sales offices. The deposits are noninterest-bearing and are
recoverable through application of rentals at the end of the lease term (see Note 29).

Intangible assets include software costs and trademarks. Software cost includes application software
and intellectual property licenses owned by the Group. Trademarks are licenses acquired separately
by the Group. These licenses arising from the Group’s marketing activities have been granted for a
minimum of 10 years by the relevant government agency with the option to renew at the end of the
period at little or no cost to the Group. Previous licenses acquired have been renewed and enabled
the Group to determine that these assets have an indefinite useful life. The related amortization is
charged to expense as “Depreciation and amortization” in the “General, administrative and selling
expenses” account amounting to P =7.42 million, P
=7.12 million and P
=5.58 million in 2022, 2021 and
2020, respectively (see Note 22). Additions to software amounted to nil and = P22.46 million in 2022
and 2021, respectively.

14. Investment in Bonds

On July 10, 2019, the Group purchased Philippine Peso-denominated, fixed rate bonds amounting to
=463.75 million. The bonds have a maturity of eighteen (18) months from issue date and interest rate
P
of 5.70% per annum. The bonds are rated “AAA” by Philippine Rating Services Corporation.
Investment in bonds is classified and measured as financial assets at amortized cost since the bonds
are held to collect contractual cash flows representing solely payments of principal and interest.
Investment in bonds matured in January 2021.

In 2020, interest income from investment in bonds amounted to =


P25.85 million (see Note 25).

*SGVFS181289*
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15. Accounts and Other Payables

This account consists of:

2022 2021
Accounts payable P
=1,932,462,937 =3,115,244,079
P
Accrued expenses
Commissions 450,024,271 245,992,063
Salaries 306,878,946 140,477,848
Taxes 85,133,881 95,862,039
Interest 50,998,859 95,157,313
Others 95,121,839 178,834,299
Customers’ advances 1,651,799,539 944,663,230
Retention payable 307,624,517 288,623,847
Dividends payable 52,980,641 52,980,641
Other payables 61,667,478 93,264,930
P
=4,994,692,908 =5,251,100,289
P

Accounts payable are attributable to the construction costs incurred by the Group. These are
noninterest-bearing and with terms of 15 to 90 days.

Customers’ advances pertain to funding from buyers of real estate for future application against
transfer and registration fees and other taxes to be incurred upon transfer of properties to the buyer.

Retention payable are noninterest-bearing and are normally settled on a 30-day term upon completion
of the relevant contracts.

Others under “Accrued expenses” consist mainly of utilities, marketing costs, professional fees,
communication, transportation and travel, security, insurance, taxes and representation.

16. Contract Liabilities

Contract liabilities consist of collections from real estate customers which have not qualified for
revenue recognition and excess of collections over the recognized receivables based on percentage of
completion. As of December 31, 2022 and 2021, carrying values of contract liabilities amounted to
=2,769.10 million and =
P P3,048.61 million, respectively.

The amount of revenue recognized from amounts included in contract liabilities at the beginning of
the year amounted to =
P1,134.79 million and =
P939.83 million in 2022 and 2021, respectively.

17. Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or common
significant influence which include affiliates.

*SGVFS181289*
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Terms and Conditions of Transactions with Related Parties


The Group in their regular conduct of business has entered into transactions with related parties
principally consisting of advances and reimbursement of expenses, development, management,
marketing, leasing and administrative service agreements and purchases which are made at normal
market prices. Outstanding balances at year-end are unsecured and noninterest-bearing. There have
been no guarantees provided or received for any related party receivables or payables. Related party
transactions are settled in cash.

The Group has material related party transactions policies containing the approval requirements and
limits on amounts and extent of related party transactions in compliance with the requirements under
the Revised SRC Rule 68 and SEC Memorandum Circular 10, series of 2019.

The Group has an approval requirement such that material related party transactions shall be reviewed
by the Related Party Transactions Committee (the Committee) and endorsed to the BOD for approval.
Material related party transactions are those transactions that meet the threshold value as approved by
the Committee amounting to = P50.0 million and other requirements as may be recommended by the
Committee.

The related party transactions are shown under the following accounts in the consolidated financial
statements:

Due from Related Parties

Amount of transaction
Terms and
2022 2021 2022 2021 Conditions

Ultimate Parent P
=270,437,913 P214,713,736
= P
=55,724,177 P46,471,965
=
Officers and stockholders 223,177,152 192,262,658 30,914,494 36,803,225
Under common control Noninterest
CISI 450,659,309 88,799,649 361,859,660 (21,754,163) bearing, due and
CGIC 77,093 50,982 26,111 26,024 demandable,
CRIT 10,821 24,193 (13,372) 24,193 unsecured, no
Entity managed by a impairment
related party
CAC 30,960,415 17,709,269 13,251,147 –
Centuria Pharma – 13,402,347 (13,402,348) 968,728
P
=975,322,703 =526,962,834
P P
=448,359,869 =62,539,972
P

Due to Related Parties

Amount of transaction
Terms and
2022 2021 2022 2021 Conditions

Ultimate Parent P
=237,284,750 =241,346,727
P P
=1,581,435 =45,915,948
P Noninterest
bearing, due and
CGIC 456,360 – 456,360 – demandable,
Officers and unsecured
stockholders 120,319,516 76,012,007 38,664,097 =1,436,764
P
P
=358,060,626 =317,358,734
P P
=40,701,892 P47,352,712
=

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The related party transactions that are eliminated during consolidation follow:

Due from Related Parties

Amount of transaction
Terms and
2022 2021 2022 2021 Conditions
Parent Company Noninterest
CPGI P
=9,064,111,278 =10,446,086,135
P (P
= 1,381,974,857) =1,436,814,332
P bearing, due and
demandable,
Subsidiaries: unsecured, no
CLC 627,336,705 522,170,492 105,166,213 (512,473,711) impairment
PPHI 251,778,440 71,478,085 180,300,355 (61,034,925)
CCDC 5,860,822,133 3,396,543,208 2,464,278,925 (1,617,589,156)
CPMI 28,887,209 17,234,737 11,652,472 10,179,531
P
=15,832,935,765 =14,453,512,657
P P
=1,379,423,108 (P
=744,103,929)

Due to Related Parties


Amount of transaction
Terms and
2022 2021 2022 2021 Conditions
Parent Company
CPGI P
=587,172,368 =53,990,079
P P
=533,182,289 (P
=55,541,472)
Noninterest
Subsidiaries: bearing, due and
CLC 7,312,572,120 7,101,820,406 210,751,714 (796,677,917) demandable,
PPHI 5,110,917 4,248,151 862,766 (82,891,738) unsecured
CCDC 6,440,626,413 5,909,009,273 531,617,140 798,790,605
CCC 1,211,347,545 1,132,671,380 78,676,165 (573,199,597)
CPMI 22,295,605 1,987,315 20,308,290 (30,712,348)
CDLC 253,810,797 249,786,053 4,024,744 (3,871,462)
P
=15,832,935,765 =14,453,512,657
P P
=1,379,423,108 (P
=744,103,929)

Significant transactions of the Group with related parties are described below:

Due from related parties pertains to advances provided by the Group to the stockholders and other
affiliates.

Due to related parties pertains to advances made by the Group for its capital expenditures. These are
generally noninterest bearing and are due and demandable.

Management agreement
In 2018, the Group contracted CISI to manage all of its sales and marketing activities. CISI is a
wholly owned subsidiary of CPI. Prepayments to CISI for initial marketing services recognized
under “Other current assets” account as of December 31, 2022 and 2021 amounted to P =123.31 million
and P
=475.56 million, respectively (see Note 13).

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Key management compensation


The key management personnel of the Group include all directors, executive, and senior management.
The details of compensation and benefits of key management personnel in 2022, 2021 and 2020
follow:

2022 2021 2020


Short-term employee benefits P
=108,663,515 =94,490,013
P =135,178,047
P
Post-employment benefits
(see Note 27) 5,433,247 4,724,563 5,735,247
P
=114,096,762 =99,214,576
P =140,913,294
P

18. Short-term and Long-term Debts

Short-term Debt
The roll-forward of the Group’s short-term debt follows:

2022 2021
Trust receipts Bank loans Total Trust receipts Bank loans Total
Beginning balance = 468,360,083
P =–
P = 468,360,083
P =496,648,735
P =315,300,000
P =811,948,735
P
Availments 658,904,094 – 658,904,094 686,009,738 – 686,009,738
Repayments (892,122,867) – (892,122,867) (714,298,390) (315,300,000) (1,029,598,390)
Ending balance = 235,141,310
P =–
P = 235,141,310
P =468,360,083
P =–
P =468,360,083
P

Trust receipts
Trust receipts (TRs) are facilities obtained from various banks to finance purchases of construction
materials the Group’s projects. The TRs have average interest rates ranging from 5.72% to 6.62%
and 5.75% to 6.25% in 2022 and 2021, respectively. These are paid monthly or quarterly in arrears
with full payment of principal balance at maturity of one year and with an option to prepay.

Bank loans
Bank loans pertain to the various short-term promissory note (PN) obtained by the Group.

On July 25, 2019, the Group availed of a peso-denominated short-term PN facility with CBC
amounting up to P =1,000.00 million to be issued in multiple tranches. The facility has a term a term of
twelve (12) months with interest payable quarterly. In 2019, the Group availed of P =890.00 million of
the total facility, with interest rate of 5.91%. In 2021, repayments related to short-term PNs with
CBC amounted to = P315.30 million.

Long-term Debt
As of December 31, 2022 and 2021, this account consists of:

2022 2021
Long-term debt:
Bank loans P
=9,012,998,322 =8,943,661,794
P
Payable under CTS financing 1,992,662,424 2,891,444,012
Car loan financing 654,796 3,501,544
11,006,315,542 11,838,607,350
Less current portion 2,192,453,618 5,467,828,327
Noncurrent portion P
=8,813,861,924 =6,370,779,023
P

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The roll-forward of the Group’s long-term debt is as follows:

2022
Car Loan
Bank Loans CTS Financing Financing Total
Principal:
Balances at beginning of year P
= 9,031,728,633 P
= 2,891,444,012 P
= 3,501,544 P
= 11,926,674,189
Addition 5,298,744,131 818,702,217 − 6,117,446,348
Payments (5,256,534,339) (1,717,483,805) (2,846,748) (6,976,864,892)
Balances at end of year 9,073,938,425 1,992,662,424 654,796 11,067,255,645
Deferred financing costs:
Balances at beginning of year 88,066,839 − − 88,066,839
Addition 46,897,795 − − 46,897,795
Amortization (74,024,531) − − (74,024,531)
Balances at end of year 60,940,103 − − 60,940,103
Carrying values P
= 9,012,998,322 P
= 1,992,662,424 P
= 654,796 P
= 11,006,315,542

2021
Bank Loans CTS Financing Car Loan Financing Total
Principal:
Balances at beginning of year =10,608,561,928
P =
P4,351,402,524 =9,295,145 P
P =14,969,259,597
Addition 1,737,937,211 941,373,586 − 2,679,310,797
Payments (3,314,770,506) (2,401,332,098) (5,793,601) (5,721,896,205)
Balances at end of year 9,031,728,633 2,891,444,012 3,501,544 11,926,674,189
Deferred financing costs:
Balances at beginning of year 113,083,932 − − 113,083,932
Addition 22,743,202 − − 22,743,202
Amortization (47,760,295) − − (47,760,295)
Balances at end of year 88,066,839 − − 88,066,839
Carrying values =8,943,661,794
P P
=2,891,444,012 =3,501,544
P P
=11,838,607,350

Bank Loans
In 2022, the Group availed a five-year loan agreement from PNB amounting to
=4,000.00 million, =
P P3,500.00 million of which was drawn on August 26, 2022 with a interest of 6.56%
fixed for 2 years with an option to reprice over 90 days as agreed by the parties. While the
=500.00 million balance was drawn on October 6, 2022 with a interest of 7.39% fixed for 2 years with
P
an option to reprice over 90 days as agreed by the parties. As of December 31, 2022, the outstanding
balance of the loan amounted to =
P3,982.50 million.

In May 2021, the Group entered into a four-year loan agreement amounting to P =450.00 million with a
local bank to finance land development and house construction of its project. The loan bears interest of
4.65% per annum and payable on a quarterly basis amortization. First interest payment will be made
on August 17, 2021. The principal is payable on a quarterly basis after a two-year grace period. As of
December 31, 2022 and December 31, 2021, the outstanding balance of the loan amounted to
=274.94 million and P
P =376.11 million.

In July 2021, the Group availed of another four-year loan agreement amounting to
=470.00 million with BPI to finance land development and house construction of its project. The loan
P
bears interest of 5.25% per annum and payable on a monthly basis amortization. First interest payment
will be made on August 2021. The principal is payable on a quarterly basis to commence at the start
of October 2022. As of December 31, 2022 and December 31, 2021, the outstanding balance of the
loan amounted to P =293.33 million and P
=470.00 million, respectively.

In January and March 2022, the Company availed of another four-year loan agreement amounting to
=94 million and P
P =211.81 million, respectively, with another local bank with the same purpose, which
is, to finance land development and house construction of its project. The loan bears interest of 5.71%
and 6.62% per annum, which is payable on a monthly basis. First interest payments were made in

*SGVFS181289*
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February 2022 and April 2022, respectively. The principal is payable on a quarterly basis to commence
at the start of 5th quarter. As of December 31, 2022, the outstanding balance of the loan amounted to
=236.71 million.
P

In December 2022, the Company availed of another four-year loan agreement amounting to
=500.00 million with another local bank with the same purpose, which is, to finance land development
P
and house construction of its project. The loan bears interest of 8.50% per annum and payable on a
quarterly basis. First interest payment was made on March 16, 2023. The principal is payable on a
quarterly basis to commence at the start of 9th quarter. As of December 31, 2022, the outstanding
balance of the loan amounted to = P500.00 million.

On July 10, 2020, the Group availed of a five-year term loan facility from China Banking Corporation
(CBC) amounting to =P1,600.00 million, with principal payments due quarterly with an interest of 5.13%
per annum. As of December 31, 2021, the outstanding balance of the loan amounted to
=1,408.00 million, which was fully paid by the Group during 2022.
P

On August 24 and September 2, 2020, the Group entered into a two-year term loan agreement with
CBC amounting to P =1,400.00 million and = P1,000.00 million, respectively. The loan has principal
payments due quarterly with an interest of 4.85% per annum. As of December 31, 2021, the outstanding
balance of the loan amounted to =
P2,208.65 million, which was fully paid by the Group during 2022.

In 2020 and 2019, the Group availed additional loan from DBP amounting to P =450.00 million and
=581.00 million, respectively, with interest ranging from 3.599% to 5.655% and 6.692% to 6.702% per
P
annum, respectively. The principal amount which has maturities ranging from two (2) to four (4) years
will be used to fund ongoing development of its projects and for additional working capital. In 2021,
the Group paid the outstanding balance of the loan amounting to P=1,065.00 million.

In 2019, the Group availed the remaining undrawn balance of its loan facility from Amalgamated
Investment Bancorporation (AIB) amounting to = P148.90 million, which is payable in two years with
interest of 8.50% per annum and availed another bank loan with AIB amounting to = P100.00 million
with interest of 7.97% per annum. The total principal amount of this loan amounting to =
P592.94 million
was paid in May and October 2022.

On September 27, 2022, the Group availed additional loan from its AIB loan facility amounting to
=492.94 million, payable quarterly with interest of 8.00% per annum. As of December 31, 2022, the
P
outstanding balance of this loan amounted to P
=392.94 million.

In 2019, the Group obtained a five-year term loan from UCPB amounting to =
P1,000.00 million, which
is payable quarterly with interest of 8.42% per annum. As of December 31, 2022 and
December 31, 2021, the outstanding balance of this loan amounted to = P541.02 million and
=703.52 million, respectively.
P

In 2019, the Group refinanced its five-year term loan from BDO amounting to
=4,200.00 million. The P
P =3,500.00 million was availed on September 17, 2019, with interest of 6.31%
per annum payable semi-annually, while the remaining was = P700.00 million was availed on October
28, 2019 with a fixed interest of 6.07% fixed for 92 days with an option to reprice over 30-180 days as
agreed by the parties. As of December 31, 2022 and December 31, 2021, the outstanding balance of
the Group’s term loan amounted to = P2,852.5 million and P
=3,272.5 million, respectively.

In 2018, the Group obtained a term loan facility from China Banking Savings amounting to
=500.00 million, with principal payments due quarterly with an interest of 6% per annum. In 2021, the
P
Group paid the outstanding balance amounting to P=425.18 million.

*SGVFS181289*
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CTS financing
CTS financing pertains to loan facilities which were used in the construction of the Group’s real estate
development projects. The related PNs have terms ranging from twelve (12) to forty-eight (48) months
and are secured by the buyer’s post-dated checks, the corresponding CTS, and parcels of land held by
the Parent Company. The Group retained the assigned ICRs and recorded the proceeds from these
assignments as “Long-term debt”. These CTS loans bear fixed interest rates ranging from 6.07% to
9.50% as December 31, 2022 and December 31, 2021, respectively.

Security and Debt Covenants


Certain bilateral, trust receipts, payables under CTS financing and bank loans have mortgaged real
estate inventories and assigned ICRs and contract assets wherein such assets can no longer be allowed
to be separately used as collateral for another credit facility, grant loans to directors, officers and
partners, and act as guarantor or surety in favor of banks. As of December 31, 2022 and 2021, the
carrying values of these assets mortgaged for trust receipts, payables under CTS financing and bank
loans are as follows:

2022 2021
Real estate inventories P
=1,281,943,917 =1,163,089,592
P
ICR 1,303,147,610 2,464,691,627
Investment properties 8,415,779,604 5,507,646,038

Certain bilateral loans have covenants to maintain a debt-to-equity ratio of not more than 2.33x and a
debt service coverage ratio of at least 1.5x and current ratio of 1.2x. Debt includes note payables, short
term and long-term debt. The bank loans have a covenant, specific to the projects it is financing, of
having loan to security value of no more than 50% to 60%. Security value includes, among other things,
valuation appraisal by independent appraisers and takes into account the sold and unsold sales and
market value of the properties. The loan agreements require submission of the valuation of each
mortgage properties on an annual basis or upon request of the facility agent. As of December 31, 2022
and 2021, the Company complied with the provisions of its debt covenants.

Under the term loan agreement with CBC, the Parent Company pledged its shares over CCDC II
amounting to P =1,900.00 million. The Pledged Shares include the following:
 the Acquisition Shares, including the Directors’ Shares, and the After Acquired Shares and all the
rights, title and interest of any kind or character therein, together with all accessory contracts in
relation thereto;
 all rights, benefits, dividends, loss proceeds, indemnities, insurance payments, and other
payments received by or due to the Security Grantor in lieu of, or inherent to, or in connection
with, the Pledged Shares; and
 all Property of every nature and description whether now owned or hereafter acquired as proceeds
for, in exchange for, in substitution of, or replacement of any of the Pledged Shares.

Borrowing Costs
 Borrowing cost capitalized amounted to P
=214.15 million and P
=194.73 million for the years ended
December 31, 2022 and December 31, 2021, respectively (see Notes 7 and 11).

Interest Expense and Other Finance Charges


 Interest and other financing charges for the short-term and long-term debts for the years ended
December 31, 2022, 2021 and 2020 totaled to P=399.02 million, =
P386.31 million and
=
P487.88 million, respectively (see Note 26).

*SGVFS181289*
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19. Liabilities from Purchased Land

This account pertains to the outstanding payable of the Group for the cost of land purchases
recognized under “Real estate inventories” as follows:

2022 2021
Current P
=67,200,000 P67,200,000
=
Noncurrent 63,782,533 141,145,286

20. Bonds Payable

This account consists of the following:

2022 2021
Three-year bond P
=3,000,000,000 =6,000,000,000
P
Five-year bond 3,000,000,000 –
6,000,000,000 6,000,000,000
Less: Unamortized transaction costs (82,746,077) (52,804,571)
5,917,253,923 5,947,195,429
Less: Current portion – (2,992,055,358)
Non-current portion P
=5,917,253,923 =2,955,140,071
P

On March 17, 2023, the Group’s second tranche offer of fixed rate retail bonds consisting of up to
Two Billion Pesos (P2,000,000,000.00) with an Over-subscription Option of up to One Billion Pesos
(P1,000,000,000.00) have been listed at the Philippine Dealing & Exchange Corp. (PDEx).

On February 11, 2022, the Securities and Exchange Commission approved the application of the
Parent Company’s Shelf Registration of Debt Securities in the aggregate amount of Six Billion Pesos
(P
=6,000,000,000) to be offered within a period of 3 years or such period as Securities and Exchange
Commission may allow at an Issue Price of 100% of Face Value. The First Tranche of the Fixed
Rate Retail Bonds is Two Billion Pesos (P=2,000,000,000) with an Oversubscription Option of up to
One Billion Pesos (P
=1,000,000,000) Five (5)-Year Fixed Retail Bonds due 2027.

On February 24, 2022, the Parent Company listed at the PDEx its five-year bonds, with interest rates
of 5.7524%% p.a. The bonds are rated “AA” by Credit Rating and Investor Services Philippines Inc.
(CRISP).

On December 14, 2020, the Board approved the Parent Company’s application of public offering of
unsecured fixed-rate peso denominated retail bonds in amount of Two Billion Pesos (P
=2,000,000,000)
with an Oversubscription Option of up to One Billion Pesos (P
=1,000,000,000).

On February 10, 2021, the Securities and Exchange Commission approved the Parent Company’s
application of public offering of unsecured fixed-rate peso denominated retail bonds in amount of
Two Billion Pesos (P =2,000,000,000) with an Oversubscription Option of up to One Billion Pesos
(P
=1,000,000,000). On March 1, 2021, the Parent Company listed at the PDEx its three-year bonds,
with interest rates of 4.8467% p.a.

On April 15, 2019, CPGI listed at the PDEx its three-year bonds, with interest rates of 7.8203% p.a.
The P
=3.00 billion proceeds of the bonds will be used to partially finance development costs for
CPGI's affordable housing and townhome projects. The bonds are rated “AA” by Credit Rating and

*SGVFS181289*
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Investor Services Philippines Inc. (CRISP). As of December 31, 2022, the three-year bonds
amounting to P=3.00 billion was paid in full.

As of December 31, 2021, the seven-year bond payable amounting to =


P119.11 million was paid in
full.

Interest Expense and Other Finance Charges


Interest and other financing charges from bonds payable in 2022, 2021 and 2020 amounted to
=392.13 million, P
P =404.00 million and P=291.48 million, respectively (see Note 26).

21. Equity

Earnings per share


Basic earnings per share amounts attributable to equity holders of the Parent Company in 2022, 2021
and 2020 are as follows:

2022 2021 2020


Net income attributable to the
owners of the Parent Company P
=901,290,468 =950,750,431
P =795,555,466
P
Dividends to preferred shares 201,531,000 201,531,000 201,531,000
699,759,468 749,219,431 594,024,466
Weighted average number of shares 11,599,600,690 11,599,600,690 11,599,600,690
Basic earnings per share P
=0.060 =0.065
P =0.051
P

Earnings per share are calculated using the consolidated net income attributable to the equity holders
of Parent Company less dividend declared to preferred shares divided by the weighted average
number of shares. The Group has no potentially dilutive ordinary shares as of December 31, 2022,
2021 and 2020.

Common shares
The Group’s authorized capital stock and issued and subscribed shares amounted to 15,000.00 million
shares and 11,699.72 million shares, respectively as of December 31, 2022 and 2021. There are no
movements in the Group’s authorized, issued and subscribed shares in 2022, 2021 and 2020.

The following summarizes the Group’s record of registration of securities under the Revised
Securities Regulation Code:

On February 09, 2000, the Parent Company was listed with the Philippine Stock Exchange with a
total of 3,554.72 million common shares, issued, paid and outstanding. The offering of the shares
was at =P1.00 per share.

On November 11, 2014, the Philippine Stock Exchange, Inc. approved the application of the Group to
list additional 730.32 million common shares, with a par value of P
=0.53 per share, to cover the
Group’s 20.62% stock dividend declaration to stockholders of record as of October 27, 2014 which
was paid on November 14, 2014.

On August 30, 2019, the Group’s BOD authorized and approved the amendment of the stockholders’
resolution dated September 29, 2017, specifically: (a) change in the par value of the proposed
reclassified 3.00 billion Preferred Shares from P
=1.00 to P
=0.53 per share and (b) no increase in the
authorized capital stock of the Parent Company, together with the consequent amendment of article

*SGVFS181289*
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nine of the amended articles of incorporation of the Parent Company. The amendment was approved
by the SEC in January 2020.

As of December 31, 2022 and 2021, the Parent Company had 496 stockholders with at least one
board lot at the PSE, for a total of 11,599,600,690 (P
=0.53 par value) issued and outstanding common
shares.

Preferred stock
On January 10, 2020, the Parent Company listed at the main board of the PSE its maiden follow-on
offering of preferred stock under the trading symbol “CPGP”. These preferred shares are cumulative,
non-voting, non-participating and redeemable at the option of the Parent Company. The Parent
Company offered 20 million preferred stock at = P100.00 each with an oversubscription option of up to
10 million preferred stock on December 16, 2019 to January 3, 2020, after the SEC issued an order
rendering the Registration Statement that was filed on October 19, 2019 effective and a
corresponding permit to offer the securities for sale. The initial dividend rate was set at 6.7177% per
annum. The dividends on the preferred stock shall be paid quarterly, every January 10, April 10,
July 10, and October 10 of each year.

The 30,000,000 preferred stock with a par value of = P0.53 were fully subscribed totaling
=15.90 million. Additional paid-in capital from preferred stock amounted P
P =2,984.10 million and
P99.06 million resulting in a net additional paid-in capital P
issuance cost totaled = =2,885.03 million.
Total cash received from issuance of preferred shares amounted to = P2,910.77 million

Treasury shares
On January 7, 2013, the BOD of the Parent Company approved a share buyback program for those
shareholders who opt to divest of their shareholdings in the Parent Company. A total of
=800.00 million worth of shares were up for buyback for a time period of up to 24 months. In 2014
P
and 2013, a total of 85.68 million shares and 14.44 million shares were reacquired at a total cost of
=87.15 million and P
P =22.52 million, respectively.

As of December 31, 2022 and 2021, treasury shares amounted to =


P109.67 million consisting of
100.12 million shares.

Retained earnings
Retained earnings include the accumulated equity in undistributed net earnings of consolidated
subsidiaries amounting to =
P10,404.43 million and P
=9,704.67 million as of December 31, 2022 and
2021, respectively.

The subsidiaries’ retained earnings available for dividend declaration, after reconciling items,
amounted to =P6,353.19 million and P=5,672.06 million as of December 31, 2022 and 2021,
respectively. Reconciling items include non-cash income from accumulated gains from fair value of
investment property amounting P =4,051.24 million and = P4,032.61 million, as of December 31, 2022
and 2021, respectively (see Note 11).

Retained earnings are further restricted for the payment of dividends to the extent of the cost of
treasury shares.

These amounts are not available for dividend declaration until these are declared by the subsidiaries.

*SGVFS181289*
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Cash dividend declaration


On December 6, 2022, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record January 5, 2023 with
payment date on January 10, 2023. On January 10, 2023, all dividend declared were paid.

On August 11, 2022, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record October 5, 2022 with
payment date on October 10, 2022.

On May 26, 2022, the BOD approved the declaration of cash dividends for the preferred shares with
dividend rate of 6.7177% amounting to P
=50.38 million for shares of record July 6, 2022 with payment
date on July 11, 2022.

On February 4, 2022, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record April 6, 2022 with
payment date on April 11, 2022.

On July 21, 2021, the BOD approved the declaration of =P0.0050 per share cash amounting to
=114.92 million for the common shares for distribution to the stockholders of the Parent Company of
P
record as of August 6, 2021 with payment date on August 18, 2021, and of record as of October 7,
2021 with payment date on October 18, 2021. On December 31, 2021, all dividends declared were
paid.

On November 29, 2021, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record January 5, 2022 with
payment date on January 10, 2022. As of December 31, 2021, the dividends declared remained
unpaid.

On December 22, 2020, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to P =201.53 million for shares of record January 5, 2021
with payment date on January 11, 2021, shares of record date April 6, 2021 with payment date on
April 12, 2021, shares of record date July 6, 2021 with payment date on July 12, 2021 and shares of
record date October 6, 2021 with payment date on October 11, 2021.

On August 26, 2020, the BOD approved the declaration of = P0.0063 per share cash amounting to
=147.85 million for the common stock for distribution to the stockholders of the Parent Company of
P
record September 10, 2020 and November 6, 2020. On September 18, 2020 and November 18, 2020,
dividends amounting to =P146.03 million were paid.

On July 1, 2020, the BOD approved the declaration of cash dividends for the preferred shares with
dividend rate of 6.7177% amounting to P=100.77 million for shares of record July 8, 2020 with
payment date on July 10, 2020, and of record date October 6, 2020 with payment date on
October 12, 2020.

On March 20, 2020, the BOD approved the declaration of cash dividends for the preferred shares with
dividend rate of 6.7177% amounting to P
=50.38 million with payment date on April 13, 2020.

Total unpaid dividends amounted to =


P52.96 million and =
P52.98 million as of December 31, 2022 and
December 31, 2021, respectively (see Note 15).

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Non-controlling interest
On December 15, 2022, CALC recognized the equity portion of its deposit for preferred shares
subscription. This resulted to increase in non-controlling interest amounting to =
P54.18 million
(see Note 33).

On June 29, 2022, Tanza Properties I, Inc (TP1) approved the declaration of P
=159.44 per share cash
dividends amounting to =
P70.00 million. This resulted to a decrease in non-controlling interest
amounting to P
=28.00 million. The dividends were paid on June 30, 2022.

On June 29, 2022, Tanza Properties I, Inc (TP2) approved the declaration of P
=657.14 per share cash
dividends amounting toP
=230.00 million. This resulted to a decrease in non-controlling interest
amounting to P
=92.00 million. The dividends were paid on June 30, 2022.

On June 29, 2022, Tanza Properties I, Inc (TP3) approved the declaration of P
=666.67 per share cash
dividends amounting to =
P200.00 million. This resulted to a decrease in non-controlling interest
amounting to P
=80.00 million. The dividends were paid on June 30, 2022.

In 2022, PPHI issued additional 354 million common shares with a par value of P =1.00 and 96,000
preferred shares with =P1,000.00 par value per share to CPGI. At the same time, PPHI also issued
254 million common shares with a par value of = P1.00 and 64,000 preferred shares with P
=1,000.00 par
value per share to Mitsbishi Corporation (MC). which resulted into an aggregate increase in the non-
controlling interest amounting to =
P320.00 million.

On September 21, 2021, TP2 approved the declaration of =P1,142.86 per share cash dividends
amounting to P
=400.00 million. This resulted to a decrease in non-controlling interest amounting to
=160.00 million. The dividends were paid on September 30, 2021.
P

On March 26, 2021, PPHI approved the declaration of P=223.10 per share cash dividends to its
Preferred A shareholders amounting to =
P80.65 million. The dividends were paid on May 26, 2021.
The Parent Company holds the Preferred A shares, thus, was eliminated in the consolidated financial
statements.

In 2021, PPHI issued additional P


=240 million common shares with a par value of P
=1.00 and
60,000 preferred shares with P
=1,000.00 par value to CPGI and P =160 million common share
with a par value of P
=1.00 and 40,000 preferred shares with a par value = P1,000.00 to MC,
which resulted into an aggregate increase in the non-controlling interest amounting to
=200.00 million.
P

Other components of equity


Other components of equity mainly pertain to the equity reserve recognized between the
consideration paid by MC and the carrying value of the net assets of TPI I, TPI II, TPI III and
Century City Development Corp II (CCDC II) given up amounting to P =104.49 million as of
December 31, 2020. In 2020, CPGI acquired the total outstanding shares held by MC in one of its
subsidiaries, CCDC II. The difference between the acquisition price and the value of the NCI as of
August 24, 2020 amounting to =P782.24 million was charged against the Group’s equity reserve. This
also includes the remeasurement loss on equity instruments at FVOCI amounting to P =5.45 million as
of December 31, 2022 and December 31, 2021.

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The financial information of subsidiaries that have material non-controlling interests is provided below.

Summarized statements of financial position (in millions):

TPI I TPI II TPI III PPHI


2022 2021 2022 2021 2022 2021 2022 2021
Current assets P
=457.27 =597.20
P P
=469.61 =716.25
P P
=595.92 =543.10
P P
=11,035.03 P7,210.89
=
Noncurrent assets 0.41 1.43 0.30 1.12 0.64 1.32 139.38 68.40
Current liabilities (150.98) (177.57) (307.75) (305.30) (325.37) (323.00) (4,568.41) (3,218.97)
Noncurrent liabilities (29.59) (36.82) (91.39) (105.33) (74.43) (48.38) (1,756.01) (938.73)
Total equity P
=277.11 =384.24
P P
=70.78 =306.74
P P
=196.76 =173.04
P P
=4,849.99 =3,121.59
P

Attributable to:
Equity holders of the Parent
Company P
=162.17 P226.44
= P
=42.02 P186.09
= P
=119.41 =105.17
P P
=2,817.41 P1,840.03
=
Non-controlling interest 114.95 157.79 28.76 120.65 77.35 67.87 2,032.58 1,281.56
Total equity P
=277.11 =384.23
P P
=70.78 =306.74
P P
=196.76 =173.04
P P
=4,849.99 =3,121.59
P

Summarized statements of comprehensive income (in millions):

TPI I TPI II TPI III PPHI


2022 2021 2022 2021 2022 2021 2022 2021
Revenue P
=− =41.20
P P
=78.30 =502.98
P P
=396.46 =295.81
P P
=5,159.94 =3,068.05
P
Cost of real estate sales and
services − (4.05) (56.89) (232.58) (133.45) (182.06) (2,722.76) (1,660.34)
General and
administrative expenses (36.65) (12.45) (36.49) (71.01) (53.83) (39.24) (1,143.77) (922.74)
Operating income (loss) (36.65) 24.70 (15.08) 199.39 209.18 74.51 1,293.42 484.97
Other income 4.77 18.46 24.95 16.98 24.00 12.88 55.62 16.15
Provision for income tax (5.24) (4.95) (15.84) (5.54) (9.46) (3.51) (137.19) (38.15)
Other comprehensive income − − − − − − 4.52 0.49
Total comprehensive income (loss) (P
=37.12) =38.21
P (P
= 5.96) =210.83
P P
=223.71 =83.88
P P
=1,216.36 =463.46
P

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TPI I TPI II TPI III PPHI


2022 2021 2022 2021 2022 2021 2022 2021
Total comprehensive income
attributable to:
Equity holders of the
Parent Company (P
= 22.27) P22.93
= (P
= 3.58) =126.50
P P
=134.23 P50.33
= P
=729.82 P278.08
=
Non-controlling interests (14.85) 15.28 (2.39) 84.33 89.48 33.35 486.55 185.38
(P
= 37.12) =38.21
P (P
= 5.96) =210.83
P P
=223.71 =83.68
P P
=1,216.36 =463.46
P

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Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong and
healthy consolidated statement of financial position to support its current business operations and
drive its expansion and growth in the future.

The Group undertakes to establish the appropriate capital structure for each business line, to allow it
sufficient financial flexibility, while providing it sufficient cushion to absorb cyclical industry risks.

The Group considers debt as a stable source of funding. The Group attempts to continually lengthen
the maturity profile of its debt portfolio and makes it a goal to spread out its debt maturities by not
having a significant percentage of its total debt maturing in a single year.

The Group manages its capital structure and makes adjustments to it, in the light of changes in
economic conditions. It monitors capital using leverage ratios on both a gross debt and net debt basis.
The Group is subject to externally imposed capital requirements from its bank loans which it has
complied with as of December 31, 2022 and 2021 (see Note 18).

Equity, which the Group considers as capital, pertains to the equity attributable to equity holders of
the Parent Company excluding other components of equity and remeasurement loss on defined
benefit plan, amounting to a total of =
P22,145.96 million and P=21,446.20 million as of December 31,
2022 and 2021, respectively.

No changes were made in the objectives, policies or processes for managing capital in 2022 and 2021.

22. General, Administrative and Selling Expenses

This account consists of:

2022 2021 2020


Commission P
=845,591,110 =924,998,420
P =838,230,807
P
Salaries, wages and employee
benefits (Note 23) 592,879,006 614,621,880 673,729,980
Marketing and promotions 465,055,490 245,220,749 447,335,070
Taxes and licenses 217,473,794 164,630,953 325,487,131
Representation expenses 110,273,064 81,764,952 25,964,987
Professional fees 67,866,450 80,609,304 74,976,338
Outside services 60,709,483 99,797,650 47,783,997
Depreciation and amortization
(Notes 12 and 13) 55,993,463 67,580,015 59,467,026
Rent 53,766,339 77,059,448 26,343,133
Supplies 39,177,477 39,167,645 29,883,987
Repairs and maintenance 26,031,567 6,579,135 55,283,417
Transportation and travel 20,143,613 13,993,785 7,115,365
Communication 14,567,022 18,035,120 11,827,687
Utilities 14,066,531 15,876,394 57,996,893
Miscellaneous 187,503,987 242,969,618 182,287,881
P
=2,771,098,396 =2,692,905,068
P P
=2,863,713,699

Miscellaneous pertains mainly to research development, sponsorships, recruitment fess, software


maintenance and insurance.

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23. Personnel Cost

This account consists of salaries, wages and employee benefits as follows:

2022 2021 2020


General, administrative and selling
expenses (Note 22) P
=592,879,006 =614,621,880
P =673,729,980
P
Cost of services 268,345,792 272,728,398 285,985,555
P
=861,224,798 =887,350,278
P =959,715,535
P

The breakdown of salaries, wages and employee benefits is as follows:

2022 2021 2020


Salaries and wages P
=698,187,701 =719,613,208
P =765,421,425
P
Retirement expense (Note 27) 47,016,562 50,112,456 53,846,232
Other employee benefits 116,020,535 117,624,614 140,447,878
P
=861,224,798 =887,350,278
P =959,715,535
P

24. Property Management Fee and Other Services

Property management fee pertains mostly to facilities management and consultancy fees of
condominium corporations, corporate facilities and prior projects of the Group, which have been
turned over to the respective buyers.

Other services pertain to technical services such as plan evaluation, consultation and project
management.

Total property management fee and other services recognized amounted to = P423.37 million,
=400.01 million and P
P =389.72 million in 2022, 2021 and 2020, respectively (see Note 31). Direct cost
of services incurred amounted to =
P268.35 million, P =272.73 million and P
=285.99 million in 2022,
2021 and 2020, respectively, in relation to property management.

25. Interest Income and Others

This account consists of:

2022 2021 2020


Income from forfeited collections P
=209,167,039 =143,758,491
P =329,453,236
P
Interest income from deposits and short-term
investments (Notes 4 and 5) 53,205,768 40,202,395 69,047,970
Loss on sale of investment property
(Note 11) (815,953) (34,128,752) (12,978,992)
Interest income from investment in bonds
(Note 14) – – 25,854,063
Other income 207,718,501 247,718,019 455,436,520
P
=469,275,355 =397,550,153
P =568,068,169
P

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Income from forfeited collections pertains to forfeited collections from reservation fees whose
allowable period of completion has prescribed and terminated sales contracts.

Other income mainly consists of the penalties and other surcharges billed against defaulted
installments from sales contracts. Real estate buyers are normally charged a penalty of 3.00% of the
monthly installment for every month in arrears from the time the specific installment becomes due
and payable.

26. Interest and Other Financing Charges

Details of this account follow (see Notes 18, 20 and 29):

2022 2021 2020


Interest expense from:
Bonds payable P
=392,134,510 =404,004,678
P =291,481,126
P
Short-term and long-term debts 399,019,655 386,312,590 487,881,213
Lease liabilities 4,829,999 4,829,999 4,659,965
Other financing charges 121,905,353 99,444,808 163,486,863
P
=917,889,517 =894,592,075
P =947,509,167
P

Other financing charges mostly include charges from interbank transfers other banking service fees
and amortization of deferred transaction costs.

27. Pension Costs

The Group has a funded, noncontributory, defined benefit pension plan covering substantially all of
its regular employees. The benefits are based on the projected retirement benefit of 22.5 days pay per
year of service in accordance with Republic Act 7641, The Retirement Pay Law. The benefits are
based on current salaries and years of service and compensation on the last year of employment. An
independent actuary conducts an actuarial valuation of the retirement benefit obligation using the
projected unit credit method.

The components of retirement expense included under “Salaries, wages and employee benefits” under
general, administrative and selling expenses follow (see Note 22):

2022 2021 2020


Current service cost P
=32,078,230 =35,256,299
P =37,426,041
P
Net interest cost on benefit
obligation 14,938,332 14,856,157 16,420,191
Retirement expense P
=47,016,562 =50,112,456
P =53,846,232
P

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Changes in the fair value of the plan assets (FVPA) and the present value of the retirement obligation
(PVRO) are as follows as of December 31, 2022 and 2021:

2022 2021
FVPA:
Balance at January 1 P
=7,217,095 =7,155,877
P
Interest income 373,846 283,373
Remeasurement loss from changes in financial
assumptions (430,251) (222,155)
Balance at December 31 7,160,690 7,217,095
PVRO:
Balance at January 1 286,847,043 380,141,084
Transfer from the Parent Company 5,524,177 –
Current service cost 32,078,230 35,256,299
Interest cost 15,312,178 15,139,530
Benefits paid (15,025,874) (31,313,494)
Actuarial gain from changes in:
Financial assumptions (54,307,393) (26,015,405)
Experience and demographic assumptions (32,081,203) (86,360,971)
Balance at December 31 238,347,158 286,847,043
Net liability arising from retirement obligation P
=231,186,468 =279,629,948
P

The plan assets as of December 31, 2022 and 2021 pertain solely to bank deposits. The Group does
not expect to contribute to its retirement fund in 2022.

The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumptions on the defined benefit obligation as of the end of the reporting period,
assuming all other assumptions were held constant.

December 31, 2022


Increase (decrease) Effect on DBO
Discount rate 1.0% (P
=21,670,865)
Discount rate (1.0%) 25,665,185
Rate of salary increase 1.0% 25,867,276
Rate of salary increase (1.0%) (22,197,467)

December 31, 2021


Increase (decrease) Effect on DBO
Discount rate 1.0% (P
=30,058,690))
Discount rate (1.0%) 36,150,340
Rate of salary increase 1.0% 35,650,737
Rate of salary increase (1.0%) (30,229,762)

The assumptions used to determine pension benefits for the Group in 2022 and 2021 are as follows:

2022 2021
Discount rate 7.26%-7.41% 5.11%-5.22%
Salary increase rate 3.50%-6.00% 3.50%-6.00%

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Shown below is the maturity analysis of the undiscounted benefit payments:

Year ending Amount


December 31, 2023 =58,057,778
P
December 31, 2024 7,897,283
December 31, 2025 6,428,350
December 31, 2026 8,363,779
December 31, 2027 7,304,104
December 31, 2027 through December 31, 2031 169,961,192

28. Income Taxes

The provision for income tax consists of:

2022 2021 2020


Current:
RCIT/MCIT P
=347,774,418 =57,320,573
P =171,229,503
P
Final 10,641,154 4,799,436 17,792,996
358,415,572 62,120,009 189,022,499
Deferred (139,441,803) (271,819,873) 226,348,233
P
=218,973,769 (P
=209,699,864) =415,370,732
P

Current tax
Provision for current tax pertains to final tax and RCIT/MCIT.

Income tax includes RCIT at the rate of 25% in 2022 and 2021, and 30% in 2020. MCIT is at the rate
of 1% in 2022 and 2022, and 2% in 2020, and final taxes paid is at the rate of 20%, which is a final
withholding tax on gross interest income from debt instruments and other deposit substitutes.

The components of the Group’s deferred tax assets and deferred tax liabilities are as follows:

2022 2021
Recognized in the consolidated statements of
comprehensive income:
Deferred tax assets on:
Accrued retirement costs P
=55,370,591 =45,331,120
P
Advance rentals 7,209,604 15,002,119
Provisions for impairment losses 2,426,026 2,072,013
NOLCO 1,002,337 63,215,082
MCIT – 30,106,804
66,008,558 155,727,138
Deferred tax liabilities on:
Fair value gains on investment properties (1,012,809,680) (1,008,152,118)
Effect of difference in accounting and tax
base on real estate sales (see Note 2) (911,958,879) (1,151,291,921)
Prepaid commissions (305,275,024) (332,292,239)
Effect of difference in accounting and tax
base on investment properties (293,180,478) (262,649,124)

(Forward)

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2022 2021
Unamortized deferred financing costs (P
=35,921,545) (P
=38,578,149)
Others (8,482,013) (8,482,013)
(2,567,627,619) (2,801,445,564)
Recognized directly in equity:
Deferred tax asset on re-measurement loss on
retirement obligation (7,321,339) 24,576,367
=2,508,940,400) (P
(P =2,621,142,059)

The above deferred tax assets and liabilities are presented in the consolidated statements of financial
position as follows:

2022 2021
Deferred tax assets – net P
=33,204,518 P26,764,445
=
Deferred tax liabilities – net 2,542,144,918 2,647,906,504

As of December 31, 2022, carryover NOLCO that can be claimed as deduction from future taxable
income is as follows:

Year Incurred Amount Used/Expired Balance Expiry Year


2019 =149,625,999
P (P
=149,625,999) =−
P 2022
2020 470,848,536 − 470,848,536 2025
2021 727,674,762 (99,224,980) 628,449,782 2026
2022 654,733,261 − 654,733,261 2027
=2,002,882,558
P (P
=248,850,979) P=1,754,031,579

As of December 31, 2022, MCIT that can be used as deductions against income tax liabilities are as
follows:

Year Amount Used/Expired Balance Expiry Year


2020 =16,069,422
P (P
=16,069,422) =−
P 2025
2021 20,567,503 (17,311,425) 3,256,078 2026
2022 317,771 − 317,771 2027
=36,954,696
P (P
=33,380,847) =3,573,849
P

Unrecognized deferred tax assets


The Group has NOLCO and MCIT that are available for offset against future taxable income or tax
payable for which deferred tax assets have not been recognized. Unrecognized deferred tax assets on
NOLCO and MCIT amounted to = P437.51 million and =P3.57 million, respectively, as of
December 31, 2022 and = P273.82 million and =P6.53 million, respectively, as of December 31, 2021.

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Statutory reconciliation
The reconciliation of the provision for income tax computed at statutory income tax rate to the
provision for income tax shown in profit or loss follows:

2022 2021 2020


Provision for income tax computed
at statutory rate P
=405,933,210 =264,851,571
P =469,381,430
P
Adjustments for:
Nondeductible interest and
other expenses 444,746,328 489,979,641 33,296,810
Change in unrecognized
deferred tax assets 147,613,893 200,807,087 59,284,238
Expired NOLCO 37,406,500 – 50,724,201
Expired/Use MCIT 33,380,847 21,481,945 5,314,166
Final tax 10,641,154 4,799,435 17,735,542
Adjustment from CREATE
law – (465,858,931) –
Income under income tax
holiday (807,542,395) (612,468,294) (110,002,111)
Non-taxable interest and other
income (53,205,768) (113,292,318) (110,363,544)
Provision for income tax P
=218,973,769 (P
=209,699,864) P415,370,732
=

Corporate Recovery and Tax Incentives for Enterprises (CREATE) Bill


On March 26, 2021, the CREATE Bill was signed into law by the Philippine President. General
provisions of the CREATE bill include the following:
 Domestic corporations with total assets of 100.00 million and below
o With taxable income of 5.00 million and below - 20% RCIT
o With taxable income of more than 5.00 million - 25% RCIT
 Domestic corporations with total assets of more than 100.00 million - 25% RCIT
 Reduction of MCIT from 2% to 1% for a period of three years (effective July 1, 2020 until
June 30, 2023).

In 2021, the reduction in RCIT and MCIT rates from 30% to 25% and 2% to 1%, respectively has
reduced the current tax expense of the Group by P
=27.92 million. Also, the reduction in rates
decreased deferred tax expense by =P55.65 million and deferred tax assets by =
P437.94 million in 2021.

29. Lease Contracts

Group as lessee
The Group has lease contracts for various office spaces with lease terms of two (2) to three (3) years.
Rental due is based on prevailing market conditions. As of December 31, 2022 and 2021, the Group
has rental deposits pertaining to these lease contracts amounting to =
P95.96 million and
=110.42 million, respectively (see Note 13).
P

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The rollforward of lease liability is as follows:

December 31, December 31,


2022 2021
Balance at beginning of year P
=57,139,963 =4,525,605
P
Additions – 76,292,858
Accretion for the year (Note 26) 4,829,999 4,829,999
Payments (34,237,772) (28,508,499)
Balance at end of year 27,732,190 57,139,963
Less current portion 15,434,671 25,543,296
Noncurrent portion P
=12,297,519 =31,596,667
P

Payments for principal and interest on lease liability are presented under financing activities while
payments for interest on lease liability are presented under operating activities. The Group has paid
=29.41 million, P
P =23.68 million and P =17.09 million related to principal portion of lease liabilities in
2022, 2021 and 2020, respectively. Total interest on lease liabilities paid amounted to = P4.83 million,
=4.83 million and =
P P4.66 million in 2022, 2021 and 2020, respectively.

The following are the amounts recognized in consolidated statements of comprehensive income:
2022 2021 2020
Depreciation expense of right-of-use assets
included in property and equipment =25,892,500
P =27,819,739
P =18,849,731
P
Interest expense on lease liabilities 4,829,999 4,829,999 4,659,965
Expenses relating to short-term leases
(included in general, selling and
administrative expenses) (Note 22) 53,766,339 77,059,448 26,343,133
Leasing revenues 1,362,474,800 1,200,366,601 795,034,245
Gain on pre-termination of lease contracts – – (5,798,312)
Total amount recognized in the consolidated
statements of comprehensive income =1,446,963,638
P =1,310,075,787
P =839,088,762
P

The movements of ROU assets during 2022 and 2021 are as follows:
2022 2021
Balance at beginning of year P
=54,741,614 P6,268,495
=
Additions (Note 12) – 76,292,858
Amortization expense (Note 12) (25,892,500) (27,819,739)
Balance at end of year P
=28,849,114 =54,741,614
P

Shown below is the maturity analysis of the future undiscounted lease payments as of
December 31, 2022 and 2021:

2022 2021
Within one year P
=15,434,671 =24,974,930
P
After one year but not more than three years 12,297,519 42,310,892

Group as lessor
The Group is a lessor of its commercial units in its retail mall, hospital, office and commercial spaces.
The leases have terms ranging from one (1) year to (10) years, with renewal options. Monthly rent
payment is computed using a fixed rate per square meter and variable rent based on percentage of
sales of the tenants for the year. Leasing revenue recognized amounted to = P1,362.47 million,
=1,200.36 million and =
P P795.03 million in 2022, 2021 and 2020, respectively.

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Advance Deposits and Refundable Deposits


Refundable deposits pertain to utilities and meter deposits, and security deposits collected from
tenants which are refundable at the end of the lease contracts. The Group received refundable
deposits and security deposits classified as “Other current liabilities” amounting to =
P61.34 million
and P
=107.38 million and “Other noncurrent liabilities” amounting to = P769.13 million and
=741.34 million as of December 31, 2022 and December 31, 2021, respectively (Note 33).
P

Deferred Lease Income


Deferred lease income is amortized over the lease term on a straight-line basis and which
amortization is recorded as part of “Leasing revenue” in the statements of comprehensive income.
The carrying value of the deferred lease income presented under financial statement caption “Other
current liabilities” amounted to =
P6.81 million and P
=2.17 million and “Other noncurrent liabilities”
amounted to = P68.15 million and =P134.93 million as of December 31, 2022 and December 31, 2021,
respectively (Note 33).

Future minimum rentals receivable under operating leases are as follows:

2022 2021
Within one year P
=956,958,326 =1,097,511,888
P
After one year but not more than three years 3,700,646,343 3,457,162,448

30. Financial Instruments

Fair Value Information


The table below presents the carrying amounts and fair values of the Group’s financial assets and
financial liabilities:

December 31, 2022 December 31, 2021


Carrying Value Fair value Carrying Value Fair Value
Financial assets
ICR =8,584,320,427
P =8,824,761,754
P =8,449,607,463
P =8,450,753,265
P
Rental deposits 95,958,665 98,910,252 110,415,828 123,647,709
=8,680,279,092
P =8,923,672,006
P =8,560,023,291
P =8,574,400,974
P

Financial liabilities
Long-term debt =11,006,315,542
P =11,067,255,646
P =11,838,607,350
P =11,926,674,189
P
Bonds payable 5,917,253,923 6,000,000,000 5,947,195,429 6,000,000,000
Liability from purchased
land 130,982,533 134,836,069 208,345,286 213,552,918
Security deposits 830,474,255 856,018,766 848,720,233 763,320,500
=17,885,026,253
P =18,058,110,481
P =18,842,868,298
P =18,903,547,607
P

Fair Value of Financial Instruments


The methods and assumptions used by the Group in estimating the fair values of the financial
instruments are as follows:

Financial assets
Cash and cash equivalents, receivables (excluding ICRs), due from related parties, marginal deposit
accounts and other payables, due to related parties and short-term debt
Carrying amounts approximate fair values due to the short-term maturities of these instruments.

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ICRs
Fair value is based on undiscounted value of future cash flows using the prevailing interest rates for
similar types of receivables as of the reporting date using the remaining terms of maturity. Discount
rates ranging from 8.12% to 9.23% were used in calculating the fair value as of December 31, 2022
and 2021.

Rental deposits and investment in bonds


The fair values of rental deposits and investment in bonds are based on the discounted value of future
cash flows using the applicable market interest rates. Discount rates ranging from 5.21% to 6.24%
4.5% to 5.02% were used in calculating the fair value of the Group’s rental deposits as of
December 31, 2022 and 2021, respectively.

Long-term debt, bonds payable, liability from purchased land and, security deposits
The fair values are estimated using the discounted cash flow method using the Group’s current
incremental borrowing rates for similar borrowings with maturities consistent with those remaining
for the liability being valued. The discount rates used for long-term debt ranged from 1.55% to
2.82% and 1.65% to 2.67% as of December 31, 2022 and 2021, respectively. The discount rates used
for the bonds payable ranged from 4.05% to 4.83% and 4.19% to 5.00% as of December 31, 2022 and
2021, respectively. The discount rates used for the liability from purchased land ranged from 1.55%
to 2.82% and 1.65% to 2.67% as of December 31, 2022 and 2021, respectively.

The discount rates used for refundable deposits ranged from 4.25% to 5.01% and 4.97% to 5.04% as
of December 31, 2022 and 2021, respectively. The discount rates used for the lease liabilities ranged
from 1.55% to 2.82% and 1.65% to 2.67% as of December 31, 2022 and 2021, respectively.

In 2022 and 2021, the Group did not have transfers between Level 1 and Level 2 fair value
measurements and no transfers into and out of Level 3 fair value measurements.

Financial Risk Management Policies and Objectives


The Group has various financial assets and liabilities such as cash and cash equivalents, receivables,
due to and from related parties, and accounts payable and other liabilities, which arise directly from
its operations. The Group has bonds payable, short-term and long-term debt availed for financing
purposes.

Exposure to credit, interest rate and liquidity risks arise in the normal course of the Group’s business
activities.

The main objectives of the Group’s financial risk management are as follows:
 to identify and monitor such risks on an ongoing basis;
 to minimize and mitigate such risks; and
 to provide a degree of certainty about costs.

The Group’s BOD reviews and approves the policies for managing each of these risks and they are
summarized below:

Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the
Group by failing to discharge an obligation.

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The Group trades only with recognized, creditworthy third parties. The Group’s receivables are
monitored on an ongoing basis to manage exposure to bad debts and to ensure timely execution of
necessary intervention efforts. Real estate buyers are subject to standard credit check procedures,
which are calibrated based on payment scheme offered. The Group assessed that its customers
portfolio is homogeneous. The Group’s respective credit management units conduct a comprehensive
credit investigation and evaluation of each buyer to establish creditworthiness.

In addition, the credit risk for ICRs is mitigated as the Group has the right to cancel the sales contract
without need for any court action and take possession of the subject house in case of refusal by the
buyer to pay on time the due installment contracts receivable. This risk is further mitigated because
the corresponding title to the subdivision units sold under this arrangement is transferred to the buyers
only upon full payment of the contract price.

With respect to credit risk arising from the other financial assets of the Group, exposure to credit risk
arises from default of the counterparty, with a maximum exposure equal to the carrying amount of
these instruments. The Group transacts only with institutions or banks which have demonstrated
financial soundness for the past 5 years.

The Group’s maximum exposure to credit risk as of December 31, 2022 and 2021 is equal to the
carrying values of its financial assets with an aggregate amount of =
P5,776.46 million and
=6,200.41 million, which excludes cash on hand amounting to P
P =1.26 million and P
=1.23 million
respectively, and ICRs with carrying values of P =8,584.32 million and =
P8,449.61 million, respectively,
and fair value of collateral amounting to P=1,303.15 million and P
=2,464.69 million, respectively.

The credit quality of the financial assets was determined as follows:

Cash and cash equivalents, rental deposits and derivative asset - these are considered as high-grade
financial assets as these are entered into with reputable counterparties.

Receivables - these are considered as high grade since there are no default in payments.

Due from related parties - these are considered as standard grade as these are settled on time or are
slightly delayed due to unresolved concerns.

Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments
associated with financial instruments. Liquidity risk may result from either the inability to sell
financial assets quickly at their fair values; or the counterparty failing on repayment of a contractual
obligation; or inability to generate cash inflows as anticipated. The Group’s objective is to maintain a
balance between continuity of funding and flexibility through the use of bank loans and advances
from related parties. It matches its projected cash flows to the projected amortization of long-term
borrowings. For its short-term funding, the Group’s policy is to ensure that there are sufficient
operating inflows to match repayments of short-term debt.

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The following table shows the maturity profile of the Group’s financial assets used for liquidity
purposes and liabilities based on contractual undiscounted payments:

December 31, 2022


Within 1 Year More than 1 year Total
Financial assets
Cash and cash equivalents = 4,130,877,582
P P–
= = 4,130,877,582
P
Short-term deposits 36,786,565 – 36,786,565
Receivables* 9,462,414,681 109,043,517 9,571,458,198
Due from related parties 975,322,703 – 975,322,703
Rental deposits – 95,958,665 95,958,665
= 14,605,401,531
P = 205,002,182
P = 14,810,403,713
P
Financial liabilities
Accounts and other payables** = 3,256,518,941
P P–
= = 3,256,518,941
P
Due to related parties 358,060,626 – 358,060,626
Short-term debt 235,141,310 – 235,141,310
Liability from purchased land 67,200,000 63,782,533 130,982,533
Long-term debt:
Principal 2,192,453,618 8,813,861,924 11,006,315,542
Interest – 60,940,103 60,940,103
Bonds payable:
Principal – 6,000,000,000 6,000,000,000
Interest – 82,746,077 82,746,077
Lease liabilities 15,434,671 12,297,519 27,732,190
Security deposits 61,343,009 769,131,246 830,474,255
= 6,186,152,175
P =
P = 21,988,911,577
P
* Excluding other receivables from employees amounting to P =382.87 million as of December 31, 2022.
**Excluding customers’ advances and statutory liabilities amounting to =
P1,645.01 million and =
P 93.16 million, respectively, as of
December 31, 2022.

December 31, 2021


Within 1 Year More than 1 year Total
Financial assets
Cash and cash equivalents =3,693,074,161
P =–
P =3,693,074,161
P
Short-term deposits 1,032,513,990 – 1,032,513,990
Receivables* 8,922,286,991 366,000,813 9,288,287,804
Due from related parties 526,962,834 – 526,962,834
Rental deposits – 110,415,828 110,415,828
=14,174,837,976
P =476,416,641
P =14,651,254,617
P
Financial liabilities
Accounts and other payables** =4,210,575,020
P =–
P =4,210,575,020
P
Due to related parties 317,358,734 – 317,358,734
Short-term debt 468,360,083 – 468,360,083
Liability from purchased land 67,200,000 141,145,286 208,345,286
Long-term debt:
Principal 5,467,828,327 6,458,845,862 11,926,674,189
Interest – 88,066,839 88,066,839
Bonds payable:
Principal 2,992,055,358 3,007,944,642 6,000,000,000
Interest – 52,804,571 52,804,571
Lease liabilities 25,543,296 31,596,667 57,139,963
Security deposits 250,645,280 494,077,647 744,722,927
=13,799,566,098
P =10,274,481,514
P =24,074,047,612
P
* Excluding other receivables from employees amounting to = P 372.84 million as of December 31, 2021.
**Excluding customers’ advances and statutory liabilities amounting to =
P944.66 million and =P 95.86 million, respectively, as of
December 31, 2021.

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Interest rate risk


Interest rate risk is the risk that changes in the market interest rates will reduce the Group’s current or
future earnings and/or economic value. The Group’s interest rate risk management policy centers on
reducing the overall interest expense and exposure to changes in interest rates. Changes in market
interest rates relate primarily to the Group’s interest-bearing debt obligations with floating interest
rates or rates subject to repricing as it can cause a change in the amount of interest payments.

The following table sets out the carrying amount, by maturity, of the Group’s long-term debt that are
exposed to interest rate risk.

Interest terms
(p.a.) Rate fixing period <1 year 1 to 5 years
2022 6.2-10.3 % Monthly; Annually P
=2,048,457,716 P
=3,769,500,261
2021 6.2-10.3 % Monthly; Annually =1,724,853,969
P =5,511,052,612
P

The following table demonstrates the sensitivity to reasonably possible changes in interest rates, with
all variables held constant, of the Group’s income before tax and equity (through the impact on
floating rate borrowings).

2022 2021
Increase
(decrease) Effect on profit Increase (decrease) Effect on profit
in interest rates before tax in interest rates before tax
Basis points 0.33% (P
=19,199,261) 0.33% (P
=23,878,492)
(0.33%) 19,199,261 (0.33%) 23,878,492

There is no other impact on the Group’s total comprehensive income other than those already
affecting the net income.

31. Performance Obligations

Information about the Group’s performance obligations are summarized below:

Real estate sales


The Group entered into contracts to sell with one identified performance obligation, which is the sale
of the real estate unit together with the services to transfer the title to the buyer upon full payment of
contract price. The amount of consideration indicated in the contract to sell is fixed and has no
variable consideration. The sale of real estate unit may cover the contract for either the (i) serviced
lot; (ii) service lot and house, and (ii) condominium unit and the Group concluded that there is one
performance obligation in each of these contracts. The Group recognizes revenue from the sale of
these real estate projects under pre-completed contract over time during the course of the
construction.

Payment commences upon signing of the contract to sell and the consideration is payable in cash or
under various financing schemes entered with the customer. The financing scheme would include
payment of 10%-30% of the contract price spread over a certain period (e.g., three months to four
years) at a fixed monthly payment with the remaining balance payable (a) in full at the end of the
period either through cash or external financing; or (b) through in-house financing which ranges from
two (2) to five (5) years with fixed monthly payment. The amount due for collection under the

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amortization schedule for each of the customer does not necessarily coincide with the progress of
construction, which results to either an installment contract receivable or contract liability.

The transaction price allocated to the remaining performance obligations (unsatisfied or partially
satisfied) as at December 31, 2022 and 2021 are as follows:

2022 2021
Within one year P
=7,029,550,189 =4,461,037,571
P
More than one year 298,170,841 1,736,196,084
P
=7,327,721,030 =6,197,233,655
P

The remaining performance obligations expected to be recognized within one year and in more than
one year relate to the continuous development of the Group’s real estate projects. The Group’s
condominium units are completed within three years and five years, respectively, from start of
construction while serviced lots and serviced lots and house are expected to be completed within two
to three years from start of development.

All of the Group’s real estate sales from residential development are revenue from contracts with
customers recognized over time. The Group’s disaggregation of each sources of real estate sales are
presented below:

Project Location 2022 2021 2020


Century City Makati City =1,019,209,007
P =957,678,288
P =1,660,954,270
P
The Residences at
Commonwealth Quezon City 893,414,343 916,120,606 1,702,846,685
Azure Urban Resort
Residences Paranaque City 218,846,457 256,102,227 988,828,244
Acqua Private 30,710,474 200,961,843 261,152,819
Residences Mandaluyong City
The Resort Residences
at Azure North Pampanga City 1,085,356,789 1,225,269,089 1,650,674,821
Batulao Landscapes Batangas 347,705,325 200,232,805 302,822,070
Tanza Properties Cavite 476,306,136 839,990,130 658,408,344
PHirst Park Homes Cavite – – 1,606,098,551
PHirst Park Homes Bulacan 2,322,672,961 488,248,023 –
PHirst Park Homes Laguna 1,109,375,197 1,142,833,971 –
PHirst Park Homes Pampanga City 618,512,994 132,283,950
PHirst Park Homes Batangas 1,109,375,196 1,304,680,721 –
Canyon Ranch Cavite – – 650,833,837
=9,231,484,879
P =7,664,401,653
P =9,482,619,641
P

Property management and other service fees


The Group’s disaggregation of each source of property management and other service fees are as
follows:

Location 2022 2021 2020


Within Metro Manila P
=416,646,096 =393,609,545
P =383,489,931
P
Outside Metro Manila 6,721,861 6,401,772 6,233,388
P
=423,367,957 =400,011,317
P =389,723,319
P

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32. Segment Information

Business segment information is reported on the basis that is used internally for evaluating segment
performance and deciding how to allocate resources among operating segments. Accordingly, the
segment information is reported based on the nature of service the Group is providing.
The segments where the Group operate follow:

 Real estate development - sale of high-end, upper middle-income and affordable residential lots
and units and lease of residential developments under partnership agreements;
 Leasing - lease of the Group’s retail mall;
 Property management - facilities management of the residential and corporate developments of
the Group and other third-party projects, including provision of technical and related consultancy
services.
Segment performance is evaluated based on operating profit or loss and is measured consistently with
operating profit or loss in the consolidated financial statements.

The financial information about the operations of these operating segments is summarized below:

For the Year Ended December 31, 2022


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue = 9,383,717,315
P = 423,367,957
P P
= 1,362,474,800 (P
= 42,913,837) P
= 11,126,646,235
Costs and expenses
Cost of real estate sales and services 5,607,263,687 268,345,792 440,815,699 – 6,316,425,178
General, administrative and selling
expenses 2,818,432,222 87,384,331 62,765,293 (197,483,450) 2,771,098,396
Operating income 958,021,406 67,637,834 858,893,808 154,569,613 2,039,122,661
Other income (expenses)
Interest and other income 1,475,139,549 110 123,109,188 (1,095,749,143) 502,499,704
Interest and other financing charges (616,471,480) (26,054) (305,491,896) 4,099,913 (917,889,517)
Income before income tax 1,816,689,475 67,611,890 676,511,100 (937,079,616) 1,623,732,849
Provision for income tax 22,644,048 18,266,478 179,497,975 (1,434,731) 218,973,770
Net income = 1,794,045,427
P = 49,345,412
P = 497,013,125
P (P
= 935,644,885) = 1,404,759,079
P

As of December 31, 2022


Segment assets = 61,637,813,735
P = 309,294,327 =
P P18,793,326,549 (P= 26,842,538,681) =
P53,897,895,930
Deferred tax assets 10,590,006 12,625,887 – 9,988,625 33,204,518
Total Assets = 61,648,403,741
P = 321,920,214 =
P P18,793,326,549 (P= 26,832,550,056) P
= 53,931,100,448
Segment liabilities = 30,445,559,476
P = 260,464,436
P =
P13,499,061,188 (P
= 16,608,671,445) =
P27,596,413,655
Deferred tax liabilities 1,580,595,697 – 902,645,971 58,903,251 2,542,144,919
Total Liabilities = 32,026,155,173
P = 260,464,436
P =
P14,401,707,159 (P
= 16,549,768,194) P
= 30,138,558,574

For the Year Ended December 31, 2021


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue =7,844,517,712
P =400,011,317
P =
P1,200,366,601 =–
P P
=9,444,895,630
Costs and expenses
Cost of real estate sales and services 4,808,420,850 272,728,398 352,043,445 – 5,433,192,693
General, administrative and selling
expenses 2,433,141,793 85,234,957 242,058,512 (67,530,194) 2,692,905,068
Operating income 602,955,069 42,047,962 606,264,644 67,530,194 1,318,797,869
Other income (expenses)
Interest and other income 777,312,014 – 237,125,618 (379,237,142) 635,200,490
Interest and other financing charges (573,977,733) (13,908) (320,600,434) – (894,592,075)
Income before income tax 806,289,350 42,034,054 522,789,828 (311,706,948) 1,059,406,284
Provision for (benefit from) income tax (193,021,840) 15,287,101 (11,718,677) (20,246,448) (209,699,864)
Net income =999,311,190
P =26,746,953
P =534,508,505
P (P
= 291,460,500) =1,269,106,148
P

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As of December 31, 2021


Segment assets =58,301,853,163
P =260,448,115 P
P =16,686,161,746 (P= 20,768,717,921) =54,479,745,103
P
Deferred tax assets – 15,317,377 – 11,447,068 26,764,445
Total Assets =58,301,853,163
P =275,765,492 P
P =16,686,161,746 (P= 20,757,270,853) =54,506,509,548
P
Segment liabilities =30,158,319,381
P =216,275,707
P P
=10,447,703,676 (P
= 11,314,360,361) =29,507,938,403
P
Deferred tax liabilities 1,808,785,268 80,361 859,287,323 (20,246,448) 2,647,906,504
Total Liabilities =31,967,104,649
P =216,356,068
P P
=11,306,990,999 (P
= 11,334,606,809) =32,155,844,907
P

For the Year Ended December 31, 2020


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue =9,662,658,113
P =389,723,319
P =795,034,245
P (P
= 11,670,985) =10,835,744,692
P
Costs and expenses
Cost of real estate sales and services 6,108,919,705 285,985,555 226,533,530 (25,970,173) 6,595,468,617
General, administrative and selling
expenses 2,591,025,651 93,819,746 246,398,496 (67,530,194) 2,863,713,699
Operating income 962,712,757 9,918,018 322,102,219 81,829,382 1,376,562,376
Other income (expenses)
Interest and other income 1,302,662,925 10,806,244 827,524,492 (1,005,442,102) 1,135,551,559
Interest and other financing charges (784,760,101) (264,738) (194,092,328) 31,608,000 (947,509,167)
Income before income tax 1,480,615,581 20,459,524 955,534,383 (892,004,720) 1,564,604,768
Provision for income tax 171,599,808 9,899,533 290,709,343 (56,837,952) 415,370,732
Net income =1,309,015,773
P =10,559,991
P =664,825,040
P (P
= 835,166,768) =1,149,234,036
P
Segment assets =60,737,259,653
P =276,131,172
P P
=17,189,180,306 (P
= 25,279,947,932) =52,922,623,199
P
Deferred tax assets 8,521,291 22,049,451 – 55,709,479 86,280,221
Total Assets =60,745,780,944
P =298,180,623
P P
=17,189,180,306 (P
= 25,224,238,453) =53,008,903,420
P

Segment liabilities =33,928,803,567


P =275,584,925
P P
=10,823,793,820 (P
= 16,102,081,183) =28,926,101,129
P
Deferred tax liabilities 2,187,251,755 80,362 809,242,114 (45,045,600) 2,951,528,631
Total Liabilities =36,116,055,322
P =275,665,287
P P
=11,633,035,934 (P
= 16,147,126,783) =31,877,629,760
P

33. Other Current and Noncurrent Liabilities

Deposits for Preferred Shares Subscription


The Group’s deposit for preferred shares subscription pertains to deposits received by the Group from
buyers of its preferred shares. On June 17, 2015, the Group’s preferred shares divided into Class A,
Class B, Class C and Class D have been registered with SEC for public offering.

Movements of issuances and cancellation of shares per Preferred Class are summarized in the table
below.

Number of Shares
Preferred A Preferred B Preferred C Preferred D
Class of shares shares shares shares shares Total
Authorized shares 6,344 520 520 520
Par value in =
P 10 100 1,000 10,000
Issued and outstanding shares at
December 31, 2015 1,430 234 – 234 1,898
Issuances during 2016 286 52 – – 338
Cancellation of shares – – – (221) (221)
Issued and outstanding shares at
December 31, 2016 1,716 286 – 13 2,015
Issuances during 2017 4,498 200 91 26 4,815
Cancellation of shares – – – – –

(Forward)

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Number of Shares
Preferred A Preferred B Preferred C Preferred D
Class of shares shares shares shares shares Total
Issued and outstanding shares at
December 31, 2017 6,214 486 91 39 6,830
Issuances during 2018 – 8 416 169 593
Cancellation of shares (26) – – – (26)
Issued and outstanding shares at
December 31, 2018 6,188 494 507 208 7,397
Issuances during 2019 – – – – –
Cancellation of shares – – – – –
Issued and outstanding shares at
December 31, 2019 6,188 494 507 208 7,397
Issuances during 2020 – – 13 39 52
Cancellation of shares (39) (13) – – (52)
Issued and outstanding shares at
December 31, 2020 6,149 481 520 247 7,397
Issuances during 2021 – – – – –
Cancellation of shares (520) (52) (39) (104) (715)
Number of shares at
December 31, 2021 5,629 429 481 143 6,682
Issuances during 2022 – – – – –
Cancellation of shares (169) (39) (39) – (247)
Number of shares at
December 31, 2022 5,460 390 442 143 6,435

The preferred shares have the following features, rights, privileges and obligations which can be
availed by the preferred shareholders upon full payment:
a. All classes of the preferred shares are non-voting.
b. Preferred shareholders are entitled to use and occupy, for twenty-eight (28) nights per year (the
“Annual Usage Entitlement”), the rooms to be owned by the Group in the planned Acqua 6
Tower of the Acqua Private Residences (upon its completion and only when such rooms are
ready for occupancy), with the room class based on the class of preferred shares owned. Annual
Usage Entitlements are non-cumulative.

The corresponding room class of each class of shares are as follows:

Class of Preferred Shares Corresponding Room Class


Preferred A shares Studio Room
Preferred B shares One Bedroom Deluxe Room
Preferred C shares One Bedroom Superior Room
Preferred D shares One Bedroom Premier Room

c. The preferred shareholders shall be entitled to a share in Net Room Rental Revenue at the rate of
40% for all of the 152 rooms to be owned by the Group. The share of a preferred shareholder in
the Net Room Rental Revenue shall be payable annually. The share of a preferred shareholder in
the Net Room Rental Revenue shall be calculated based on the attributable square meters
(“SQM”) corresponding to the class of preferred shares held by such preferred shareholder for
every 13 preferred shares held.

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d. Net Room Rental Revenue means total revenue from rentals of all rooms less total room cost of
sales. The corresponding attributable SQM of each class of shares are as follows:

Class of Preferred Shares Corresponding Attributable SQM


Preferred A shares 8.00
Preferred B shares 11.75
Preferred C shares 19.00
Preferred D shares 21.75

e. The preferred shareholders shall no longer participate in any dividend declaration of the Group.

The preferred shareholders shall regularly and diligently pay the fees, contributions, charges and
other dues, including but not limited to the Annual Management Fee, Annual Operating Budget,
Furniture, Fittings and Equipment Reserve, pertaining to the maintenance and use of the rooms to be
owned by the Group.

Upon full payment and availability of the rooms and when the rights and benefits vest upon
completion of the Project, these deposits will be reclassified to preferred shares and will be split
between the equity and liability components. As of December 31,2022 and 2021, 4,914 shares and
4,888 shares have been fully paid, respectively.

Total deposits for preferred shares subscriptions received presented under financial statement caption
“Other noncurrent liabilities” amounted to P=1,036.89 million as of December 31, 2021 (see Note 21).

On December 15, 2022, the project was already completed, and Novotel Suites formally began its
operations. Thus, the Group utilized a discounted cash flow model and used certain assumptions
(including discount rate, annual average occupancy rate, performance growth rates, and a terminal
value) to determine the value of the financial liability and equity component of the preferred shares.
The model used (a) a pre-tax discount rate of 11.00% in 2022 and (b) a growth rate of 5.00% applied
beyond the 10th year projections in 2022, among others. The Group benchmarked these assumptions
against historical observations in internal businesses with similar performance drivers, as well as
industry outlook. Based on the calculation performed, the Group reclassified the equity portion
amounting to P =54.18 million to preferred shares (see Note 21).

Advance Deposits and Refundable Deposits


Refundable deposits pertain to utilities and meter deposits, and security deposits collected from
tenants which are refundable at the end of the lease contracts. The Group received refundable
deposits and security deposits classified as “Other current liabilities” amounting to =
P61.34 million
and P
=107.38 million and “Other noncurrent liabilities” amounting to = P769.13 million and
=741.34 million as of December 31, 2022 and December 31, 2021, respectively (see Note 29).
P

Deferred Lease Income


Deferred lease income is amortized over the lease term on a straight-line basis and which
amortization is recorded as part of “Leasing revenue” in the statements of comprehensive income.
The carrying value of the deferred lease income presented under financial statement caption “Other
current liabilities” amounted to =
P6.81 million and P
=2.17 million and “Other noncurrent liabilities”
amounted to = P68.15 million and =P134.93 million as of December 31, 2022 and December 31, 2021,
respectively (see Note 29).

*SGVFS181289*
- 70 -

34. Contingencies

The Group is contingently liable for lawsuits or claims filed by third parties (substantially civil cases
that are either pending decision by the courts or are under negotiation, the outcomes of which are not
presently determinable). In the opinion of management and its legal counsels, the eventual liability
under these lawsuits or claims, if any, will not have a material or adverse effect on the Group's
financial position and results of operations. The information usually required by PAS 37, Provisions,
Contingent Liabilities and Contingent Assets, is not disclosed on the grounds that it can be expected
to prejudice the outcome of these lawsuits, claims or assessments. No provisions were recognized in
2022, 2021 and 2020 with respect to the foregoing matters.

35. Notes to Consolidated Statements of Cash Flows

Below are the noncash transactions not included in the adjustments for income before tax in the
consolidated statements of cash flows for the years ended December 31, 2022, 2021 and 2020:

a. Transfer from investment property to real estate property amounting to P


=1,053.05 million in 2022
(see Notes 7 and 11).

b. Transfer from investment property to property and equipment amounting to P


=556.82 million in
2022 (see Notes 7 and 11).

c. Reclassification of Deposit for Preferred Shares Subscription to non-controlling interest


amounting to P=54.18 million in 2022 (see Notes 21 and 33).

d. Transfer from real estate inventories to investment property amounting to =


P2.52 million in 2020
(see Notes 7 and 11).

e. Advances to land owners amounting to =


P410.21 million converted to inventories in 2022
(see Notes 7 and 13).

f. Deposit for purchased land amounting to =


P30.16 million converted to inventories in 2022
(see Notes 7 and 9).

g. Other receivables amounting to P


=384.22 million converted to advances to land owners in 2020
(see Notes 6 and 13).

h. Amortization of deferred financing costs amounting to =P113.99 million, =


P89.54 million and
=84.69 million in 2022, 2021 and 2020, respectively (see Notes 18).
P

i. Additions to right-of-use assets and increase in lease liabilities amounting =


P76.29 million and
=11.57 million in 2021 and 2020, respectively (see Note 12).
P

*SGVFS181289*
- 71 -

Changes in liabilities arising from financing activities


2022
Beginning of the Deferred financing Amortization of Dividend Other
year Cash flows cost application discount declaration movements End of the year
Short-term and long-term debts = 12,306,967,433
P (P
= 1,092,637,317) (P
= 46,897,795) = 74,024,531
P =–
P =–
P P
=11,241,456,852
Bonds payable 5,947,195,429 – (69,907,011) 39,965,505 – – 5,917,253,923
Non-controlling interest 1,630,172,289 120,000,000 – – – 562,172,202 2,312,344,491
Due to related parties 317,358,734 40,701,892 – – – – 358,060,626
Dividends payable 52,980,640 (201,531,000) – – 201,531,000 – 52,980,640
Lease liabilities 57,139,963 (29,407,773) – – – – 27,732,190
Deposits for preferred shares 1,036,353,927 (30,248,038) – – – (54,180,395) 951,925,494
Deferred financing costs – (116,804,806) 116,804,806 – – – –
= 21,348,168,415
P (P
= 1,309,927,042) =–
P = 113,990,036
P = 201,531,000
P = 507,991,807
P = 20,861,754,216
P

2021
Deferred financing cost Amortization of Dividend Other
Beginning of the year Cash flows application discount declaration movements End of the year
Short-term and long-term debts =15,668,124,400
P (P
= 3,386,174,059) (P
= 22,743,202) =47,760,295
P =–
P =–
P P
=12,306,967,433
Bonds payable 3,084,766,287 2,880,890,000 (60,242,941) 41,782,082 – – 5,947,195,429
Non-controlling interest 1,271,816,572 40,000,000 – – – 318,355,718 1,630,172,290
Due to related parties 270,006,022 47,352,712 – – – – 317,358,734
Dividends payable 215,064,276 (327,440,181) – – 165,356,546 – 52,980,641
Lease liabilities 4,525,606 (23,678,500) – – – 76,292,857 57,139,963
Deferred financing costs – (82,986,143) 82,986,143 – – –
=20,514,303,163
P (P
= 852,036,171) =–
P =89,542,377
P =165,356,545
P =394,648,574
P =20,311,814,490
P

2020
Amortization of Other
Beginning of the year Cash flows Acquisition of NCI discount Dividend declaration movements End of the year
Short-term and long-term debts =16,795,409,867
P (P
= 1,211,979,706) =–
P =84,694,239
P =–
P =–
P =
P15,668,124,400
Bonds payable 4,453,032,166 (1,393,530,000) – 25,264,121 – – 3,084,766,287
Paid-in capital 8,840,595,694 2,910,771,277 – – – (9,836,529) 11,741,530,442
Non-controlling interest 2,132,513,056 (96,000,000) (1,117,761,580) – – 353,065,096 1,271,816,572
Deposits for future stock subscription 42,480,000 – – – – (42,480,000) –
Other noncurrent liabilities 1,455,112,885 56,107,956 – – – 275,346,783 1,786,567,624
Due to related parties 171,191,762 126,452,736 – – – (27,638,476) 270,006,022
Dividends payable 11,717,930 (297,179,924) – – 500,526,270 – 215,064,276
Lease liabilities 61,178,004 (17,090,874) – – – (39,561,524) 4,525,606
=33,963,231,364
P =77,551,465
P (P
= 1,117,761,580) =109,958,360
P =500,526,270
P =508,895,350
P =34,042,401,229
P

*SGVFS181289*
- 72 -

36. Events After the Reporting Date

Public Offering of Retail Bonds


On February 11, 2022, the Securities and Exchange Commission approved the application of the
Parent Company’s Shelf Registration of Debt Securities in the aggregate amount of Six Billion Pesos
(P
=6,000,000,000) to be offered within a period of 3 years or such period as Securities and Exchange
Commission may allow at an Issue Price of 100% of Face Value. The First Tranche of the Fixed
Rate Retail Bonds is Two Billion Pesos (P=2,000,000,000) with an Oversubscription Option of up to
One Billion Pesos (P
=1,000,000,000) Five (5)-Year Fixed Retail Bonds due 2027.

On March 17, 2023, the Group’s second tranche offer of fixed rate retail bonds consisting of up to
Two Billion Pesos (P2,000,000,000.00) with an Over-subscription Option of up to One Billion Pesos
(P1,000,000,000.00) have been listed at the Philippine Dealing & Exchange Corp. (PDEx).

*SGVFS181289*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT


ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Century Properties Group, Inc. and Subsidiaries (the Group) as at December 31, 2022 and
2021, and for each of the three years in the period ended December 31, 2022, included in this Form 17-A,
and have issued our report thereon dated March 28, 2023. Our audits were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a whole. The schedules listed
in the Index to the Supplementary Schedules are the responsibility of the Group’s management. These
schedules are presented for purposes of complying with the Revised Securities Regulation Code Rule 68,
and are not part of the basic consolidated financial statements. These schedules have been subjected to
the auditing procedures applied in the audit of the basic consolidated financial statements and, in our
opinion, the financial information required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole, are prepared in all material respects, in accordance with Philippine
Financial Reporting Standards, as modified by the application of the financial reporting reliefs issued and
approved by the Securities and Exchange Commission, as described in Note 2 to the consolidated
financial statements.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2022, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2022 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2022 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2022, November 10, 2022, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

March 28, 2023

*SGVFS181289*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT ON


COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Century Properties Group, Inc. and Subsidiaries (the Group) as at December 31, 2022 and
2021, and for each of the three years in the period ended December 31, 2022, and have issued our report
thereon dated March 28, 2023. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The Supplementary Schedule on Financial Soundness
Indicators, including their definitions, formulas, calculation, and their appropriateness or usefulness to the
intended users, are the responsibility of the Group’s management. These financial soundness indicators
are not measures of operating performance defined by Philippine Financial Reporting Standards (PFRSs),
as modified by the application of the financial reporting reliefs issued and approved by the Securities and
Exchange Commission (SEC), as described in Note 2 to the consolidated financial statements, and may
not be comparable to similarly titled measures presented by other companies. This schedule is presented
for the purpose of complying with the Revised Securities Regulation Code Rule 68 issued by the SEC,
and is not a required part of the basic consolidated financial statements prepared in accordance with
PFRSs, as modified by the application of the financial reporting reliefs issued and approved by the SEC,
as described in Note 2 to the consolidated financial statements. The components of these financial
soundness indicators have been traced to the Group’s consolidated financial statements as at
December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 and
no material exceptions were noted.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2022, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2022 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2022 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2022, November 10, 2022, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

March 28, 2023

*SGVFS181289*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT


ON RECONCILIATION OF RETAINED EARNINGS
AVAILABLE FOR DIVIDEND DECLARATION

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have audited in accordance with Philippine Standard on Auditing, the consolidated financial
statements of Century Properties Group Inc. (the Company) and its Subsidiaries (collectively, “the
Group”) as at December 31, 2022 and for the years ended December 31, 2022 and 2021, and have issued
our report thereon dated March 28, 2023. Our audit was made for the purpose of expressing a conclusion
on the consolidated financial statements of the Group taken as whole. The Company’s schedule of
retained earnings available for dividend declaration is the responsibility of the Company’s management.
The schedule is presented for purposes of complying with the Revised Securities Regulation Code Rule
68 and is not part of year end consolidated financial statements. The schedule has been subjected to the
procedures applied in the audit of the consolidated financial statements of the Group, and based on our
audit, nothing has come to our attention that causes us to believe that the information required to be set
forth therein has not been prepared, in all material respects, in relation to the consolidated financial
statements of the Group taken as a whole.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2021, November 10, 2021, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

March 28, 2023

*SGVFS181289*
A member firm of Ernst & Young Global Limited
INDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARY
SCHEDULES

Schedule Contents

A Financial Assets

B Amounts Receivable from Directors, Officers, Employees, Related


Parties, and Principal Stockholders (Other than Related parties)

C Amounts Receivable from Related Parties which are Eliminated


during the Consolidation of Financial Statements

D Intangible Assets - Other Assets

E Long-Term Debt

F Indebtedness to Related Parties

G Guarantees of Securities of Other Issuers

H Capital Stock

I Schedule of Retained Earnings Available for Dividend Declaration

J Financial Ratios

K Map Showing the Relationships Between and Among the Companies in the
Group, its Ultimate Parent Company and Co-subsidiaries

L Schedule of Preferred Shares Proceeds

M Schedule of Bonds Proceeds


SCHEDULE A

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF FINANCIAL ASSETS
DECEMBER 31, 2022

Number of shares or Income


principal amount of Amount shown in received or
bonds and notes the balance sheet accrued
Cash and cash equivalents =–
P =4,130,877,582
P =52,640,793
P
Short-term investments 36,786,565 564,975
Receivables
Trade receivables:
ICR – 8,584,320,427 109,318,599
Leasing receivables – 450,320,867 –
Management fee – 140,819,720 –
Advances to condominium
104,981,945
corporations
Advances to customers – 119,638,563 –
Other receivables – 181,080,781 –
Due from related parties – 975,322,703 –
Rental deposit – 95,958,665 –
P
=– P
=14,820,107,818 P
=163,089,342
SCHEDULE B

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES, AND
PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES)
DECEMBER 31, 2022

Name and Balance at Balance at


Designation of beginning of Amounts Not the end of the
debtor period Additions collected Current Current period
Officers, Directors
and Employees =17,311,204
P =23,322
P (P
=8,843,962) =8,490,565
P =–
P =8,490,564
P
SCHEDULE C

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
RELATED PARTIES WHICH ARE ELIMINATED DURING THE
CONSOLIDATION OF FINANCIAL STATEMENTS
DECEMBER 31, 2022

Receivable Payable Current


Balance Balance Portion
CPGI =9,064,111,278
P (P
=587,172,368) P8,476,938,910
=
CLC 627,336,705 (7,312,572,120) (6,685,235,415)
PPHI 251,778,440 (5,110,917) 246,667,523
CCDC 5,860,822,133 (6,440,626,413) (579,804,280)
CCC – (1,211,347,545) (1,211,347,545)
CPMI 28,887,209 (22,295,605) 6,591,604
CDLC – (253,810,797) (253,810,797)
Total Eliminated
Receivables/Payables =15,832,935,765
P (P
=15,832,935,765) =–
P
SCHEDULE D

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INTANGIBLE ASSETS - OTHER ASSETS
DECEMBER 31, 2022

Other
Charged changes
Beginning Charged to cost to other additions Ending
Description Balance Additions at cost and expenses accounts (deductions) Balance
Trademark =3,024,289
P =–
P =–
P =–
P =–
P =3,024,289
P
Software
Cost 46,745,049 – (7,427,305) – – 39,317,744
P49,769,338
= P–
= (P
=7,427,305) P–
= P–
= P42,342,033
=
SCHEDULE E

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF LONG-TERM DEBT
AND BONDS PAYABLE
DECEMBER 31, 2022

Long-term Debt and Bonds Payable

Amount shown under Amount shown under


caption "Current caption “Noncurrent
Title of Issue and Amount authorized by Liabilities” in related Liabilities” in related
type of obligation indenture balance sheet balance sheet
Term Loan =9,012,998,322
P =1,217,924,577
P =7,795,073,745
P
Payable under CTS
financing 1,992,662,424 973,874,245 1,018,788,179
Chattel Mortgage 654,796 654,796 –
Bonds payable 5,917,253,923 – 5,917,253,923
P
=16,923,569,465 P
=2,192,453,618 P
=14,731,115,847
SCHEDULE F

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INDEBTEDNESS TO RELATED PARTIES
(LONG-TERM LOANS FROM RELATED COMPANIES)
DECEMBER 31, 2022

Indebtedness to related parties (Long-term loans from Related Companies)


Name of related party Balance at beginning of period Balance at end of period

N/A
SCHEDULE G

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF GUARANTEES OF SECURITIES OF
OTHER ISSUERS
DECEMBER 31, 2022

Guarantees of Securities of Other Issuers


Name of issuing entity of Title of issue of Amount owned
securities guaranteed by each class of Total amount by person for
the company for which securities guaranteed and which statement Nature of
this statement is filed guaranteed outstanding is file guarantee

N/A
SCHEDULE H

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF CAPITAL STOCK
DECEMBER 31, 2022

Capital Stock
Number of Number of
shares issued shares reserved
and outstanding for options
Number of as shown under warrants, Number of Directors,
shares related balance conversion and shares held by officers and
Title of Issue authorized sheet caption other rights related parties employees Others
Common
Stock* 15,000,000,000 11,599,600,690 – – 9 –
Preferred
Stock 3,000,000,000 30,000,000 – – – –
*All nine (9) directors have one (1) nominal common shares issued
SCHEDULE I

CENTURY PROPERTIES GROUP INC.


RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR
DIVIDEND DECLARATION
DECEMBER 31, 2022

Unappropriated Retained Earnings, as adjusted to


available for dividend distribution, beginning P
=560,421,249

Add: Net income (loss) actually earned/realized during the period


Net income (loss) during the period closed to Retained Earnings (148,739,748)
Less: Non-actual/unrealized income net of tax
Equity in net income of associate/joint venture −
Unrealized foreign exchange gain - net (except those attributable
to Cash and Cash Equivalents) −
Unrealized actuarial gain
Fair value adjustment (M2M gains) −
Fair value adjustment of Investment Property resulting to gain −
Adjustment due to deviation from PFRS/GAAP-gain −
Other unrealized gains or adjustments to the retained earnings as
a result of certain transactions accounted for under the PFRS −
Sub-total −

Add: Non-actual/Unrealized Losses


Depreciation on revaluation increment (after tax) −
Adjustment due to deviation from PFRS/GAAP – loss −
Loss on fair value adjustment of investment property (after tax) −

Net Income Actual/Realized (148,739,748)

Add(Less):
Dividend declarations during the period (201,531,000)
Appropriations of Retained Earnings during the period −
Reversals of appropriations −
Effects of prior period adjustments −
Treasury shares −
(201,531,000)
TOTAL RETAINED EARNINGS, END
AVAILABLE FOR DIVIDEND P
=210,150,501
SCHEDULE J

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF FINANCIAL RATIOS
DECEMBER 31, 2022

Financial ratios December 31, 2022 December 31, 2021


Current/Liquidity Ratios
Current Assets 36,103,684,078 35,012,984,828
Current Liabilities 10,768,820,128 17,817,016,575
Current Ratios 3.4 2.0
Current Assets 36,103,684,078 35,012,984,828
Inventory 17,723,397,564 16,143,099,068
Quick Assets 18,380,286,514 18,869,885,760
Current Liabilities 10,768,820,128 17,817,016,575
Quick Ratios 1.7 1.1
Liabilities and Debt Ratios
Short-term debt 235,141,310 468,360,083
Long-term debt - Current 2,192,453,618 5,467,828,327
Long-term debt - non-current 8,813,861,924 6,370,779,023
Bonds payable 5,917,253,923 5,947,195,429
Debt 17,158,710,775 18,254,162,862
Equity 23,792,541,874 22,350,664,641
Debt-to-Equity 0.7 0.8

Debt 17,158,710,775 18,254,162,862


Cash and Cash Equivalents 4,130,877,582 3,693,074,161
Net Debt 13,027,833,193 14,561,088,701
Equity 23,792,541,874 22,350,664,641
Net Debt-to-Equity 0.5 0.7
Debt 17,158,710,775 18,254,162,862
EBITDA 2,475,710,475 1,922,133,566
Debt-to-EBITDA 6.9 9.5
Income before Income Tax 1,623,732,848 1,059,406,284
Interest expense 795,984,164 795,147,267
Depreciation and amortization 55,993,463 67,580,015
EBITDA 2,475,710,475 1,922,133,566
Asset to Equity Ratios
Total Assets 53,931,100,448 54,830,466,009
Total Equity 23,792,541,874 22,350,664,641
Asset to Equity Ratio 2.3 2.5
Liabilities to Equity Ratios
Total Liabilities 30,138,558,574 32,155,844,907
Total Equity 23,792,541,874 22,350,664,641
Liabilities to Equity Ratio 1.3 1.4
Page 2 of 2

Financial ratios December 31, 2022 December 31, 2021


Profitability ratios
Revenue 11,126,646,235 9,444,895,630
Gross Profit 4,810,221,057 4,011,702,937
Gross Profit Ratio 43% 42%

Net Income Attributable to Equity holders of the Parent Company 901,290,468 950,750,431
Revenue 11,126,646,235 9,444,895,630
Net Income Margin 8.1% 10.1%

Total Net Income after tax 1,404,759,079 1,269,106,148


Total Asset CY 53,931,100,448 54,506,509,548
Total Asset PY 54,506,509,548 53,008,903,420
Average total asset 54,218,804,998 53,757,706,484
Return on Asset 2.6% 2.4%

Total Net Income after tax 1,404,759,079 1,269,106,148


Total Equity CY 23,792,541,874 22,350,664,641
Total Equity PY 22,350,664,641 21,131,273,660
Average total equity 23,071,603,258 21,740,969,151
Return on Equity 6.1% 5.8%

Net Income 1,404,759,079 1,269,106,148


Revenue 11,126,646,235 9,444,895,630
Net Income Margin 12.6% 13.4%
SCHEDULE K

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


MAP SHOWING THE RELATIONSHIPS BETWEEN AND AMONG THE
COMPANIES IN THE GROUP, ITS ULTIMATE PARENT COMPANY AND CO-
SUBSIDIARIES
DECEMBER 31, 2022

Century Properties Group Inc. (CPGI) – incorporated in May 6, 1975, CPGI is the listed
Company of CPI with property development corporations as subsidiaries.

CPGI Subsidiaries
Century City Development Corporation (CCDC) – incorporated in 2006, is focused on
developing mixed-use communities that contain residences, office and retail properties. CCDC
is currently developing Century City, a 3.4 hectare mixed-use development along Kalayaan
Avenue, Makati City. CCDC has fourteen local subsidiaries.

Milano Development Corporation (MDC) & Centuria Medical Development Corporation


(CMDC) – is a wholly owned subsidiary of CCDC. Affiliated company under CCDC includes
CCDC II.

Century Communities Corporation – incorporated in 1994, is focused on horizontal house and


lot developments. From the conceptualization to the sellout of a project, CCC provides
experienced specialists who develop and execute the right strategy to successfully market a
SCHEDULE J

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF FINANCIAL RATIOS
DECEMBER 31, 2022

Financial ratios December 31, 2022 December 31, 2021


Current/Liquidity Ratios
Current Assets 36,103,684,078 35,012,984,828
Current Liabilities 10,768,820,128 17,817,016,575
Current Ratios 3.4 2.0
Current Assets 36,103,684,078 35,012,984,828
Inventory 17,723,397,564 16,143,099,068
Quick Assets 18,380,286,514 18,869,885,760
Current Liabilities 10,768,820,128 17,817,016,575
Quick Ratios 1.7 1.1
Liabilities and Debt Ratios
Short-term debt 235,141,310 468,360,083
Long-term debt - Current 2,192,453,618 5,467,828,327
Long-term debt - non-current 8,813,861,924 6,370,779,023
Bonds payable 5,917,253,923 5,947,195,429
Debt 17,158,710,775 18,254,162,862
Equity 23,792,541,874 22,350,664,641
Debt-to-Equity 0.7 0.8

Debt 17,158,710,775 18,254,162,862


Cash and Cash Equivalents 4,130,877,582 3,693,074,161
Net Debt 13,027,833,193 14,561,088,701
Equity 23,792,541,874 22,350,664,641
Net Debt-to-Equity 0.5 0.7
Debt 17,158,710,775 18,254,162,862
EBITDA 2,475,710,475 1,922,133,566
Debt-to-EBITDA 6.9 9.5
Income before Income Tax 1,623,732,848 1,059,406,284
Interest expense 795,984,164 795,147,267
Depreciation and amortization 55,993,463 67,580,015
EBITDA 2,475,710,475 1,922,133,566
Asset to Equity Ratios
Total Assets 53,931,100,448 54,830,466,009
Total Equity 23,792,541,874 22,350,664,641
Asset to Equity Ratio 2.3 2.5
Liabilities to Equity Ratios
Total Liabilities 30,138,558,574 32,155,844,907
Total Equity 23,792,541,874 22,350,664,641
Liabilities to Equity Ratio 1.3 1.4
Page 2 of 2

Financial ratios December 31, 2022 December 31, 2021


Profitability ratios
Revenue 11,126,646,235 9,444,895,630
Gross Profit 4,810,221,057 4,011,702,937
Gross Profit Ratio 43% 42%

Net Income Attributable to Equity holders of the Parent Company 901,290,468 950,750,431
Revenue 11,126,646,235 9,444,895,630
Net Income Margin 8.1% 10.1%

Total Net Income after tax 1,404,759,079 1,269,106,148


Total Asset CY 53,931,100,448 54,506,509,548
Total Asset PY 54,506,509,548 53,008,903,420
Average total asset 54,218,804,998 53,757,706,484
Return on Asset 2.6% 2.4%

Total Net Income after tax 1,404,759,079 1,269,106,148


Total Equity CY 23,792,541,874 22,350,664,641
Total Equity PY 22,350,664,641 21,131,273,660
Average total equity 23,071,603,258 21,740,969,151
Return on Equity 6.1% 5.8%

Net Income 1,404,759,079 1,269,106,148


Revenue 11,126,646,235 9,444,895,630
Net Income Margin 12.6% 13.4%
-2-

project. CCC is currently developing Canyon Ranch, a 25-hec house and lot development
located in Carmona, Cavite. 100% owned by CPGI.

Century Limitless Corporation (CLC) – incorporated in 2008, is Century’s brand category


that focuses on developing high-quality, affordable residential projects. Projects under CLC
caters to first-time home buyers, start-up families and investors seeking safe, secure and
convenient homes. It has one internal branch office in Singapore namely CLC Singapore. CLC
is 100%owned by CPGI.

Phirst Park Homes, Inc. (PPHI) – incorporated in 2018, is the new First-Home brand of PHirst
Park Homes Incorporated, a company born from the partnership between one of the leading real
estate companies in the Philippines, CPGI (60%). and Japanese global integrated business
enterprise, Mitsubishi Corporation (40%). It focuses in developing affordable horizontal house
and lot development, it aims to promote a balanced life that enhances one’s way of living and
overall value where they and their families can thrive in a safe and secured environment.

Century Nuliv Development Corporation (CNDC) –incorporated in 2020, is Century’s newest


brand catergory which will focus on building townhouses and other low-rise structures while
focusing on sustainability, health and wellness. Projects under CNDC offers homes which come
in a range of choices: upscale and premium town villas, homes and enclaves. CNDC is 100%
owned by CPGI.
SCHEDULE L

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF PREFERRED SHARES PROCEEDS
DECEMBER 31, 2022

P
=2.0 BILLION PREFERRED SHARES WITH P
=1.0 BILLION OVERSUBSCRIPTIONS

ESTIMATED PER PROSPECTUS


Use of Proceeds With ACTUAL
Base Offer Oversubscription
Option
Net proceeds from the sale of
Preferred Shares =2,000,000,000
P =1,000,000,000
P =3,000,000,000
P
Less: Offer Related Expenses
Underwriting fees 20,000,000 10,000,000 49,031,689
DST 106,000 53,000 159,000
SEC registration and legal research fee 1,325,625 − 1,325,725
SEC listing fee 2,525 − 2,525
PSE Filing fee (inclusive of VAT) 3,360,000 − 3,300,050
Legal fees (excluding OPE) 3,500,000 − 1,711,217
Stock Transfer and Receiving Agent fee 225,000 − 550,000
Insurance Commission processing fee 10,100 − 10,100
Audit fees 3,300,000 − 4,693,071
Other miscellaneous expenses
(signing, publicity, etc.) 50,000 − 99,027
Subtotal P31,879,250
= P10,053,000
= =60,882,404
P
Estimated Net proceeds for the Offer =1,968,120,750
P =989,947,000
P
Net proceeds for the Offer =2,958,067,750
P =2,939,117,596
P

Capital Expenditures and


Project Related Expenses =2,939,117,596
P
Balance of proceeds as of
September 30, 2022 =−
P
SCHEDULE M

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF BONDS PROCEEDS
DECEMBER 31, 2022

P
=3.0 BILLION BONDS DUE ON 2024
ESTIMATED PER
Use of Proceeds ACTUAL
PROSPECTUS
Estimated proceeds from the sale of Bonds =3,000,000,000
P =3,000,000,000
P
Less: Upfront fees
SEC registration and legal research fee 1,325,625 1,325,625
Underwriting fees 22,500,000 22,500,000
DST 22,500,000 22,500,000
Estimated Professional and Agency Fees 9,343,100 14,306,538
Listing application fees 100,000 100,000
Other Miscellaneous expense 50,000 44,837
Subtotal =55,818,725
P =60,777,000
P
Net proceeds =2,944,181,275
P =2,939,223,000
P

Balance of Proceeds as of December 31, 2022 NIL


Century Properties Group, Inc. raised from the Bonds gross proceeds of P =3.0 billion. After
issue-related expenses, actual net proceeds amounted to approximately P=2.94 billion were used
to partially repay existing obligations of the Company, and partially finance capital expenditures
of vertical project development and other corporate fund requirements.

P
=3.0 BILLION BONDS DUE ON 2027
ESTIMATED PER
Use of Proceeds ACTUAL
PROSPECTUS
Estimated proceeds from the sale of Bonds =3,000,000,000
P =3,000,000,000
P
Less: Upfront fees
SEC registration and legal research fee 1,325,625 1,325,625
Underwriting fees 22,500,000 22,500,000
DST 22,500,000 22,500,000
Estimated Professional and Agency Fees 9,343,100 23,436,549
Listing application fees 100,000 100,000
Other Miscellaneous expense 50,000 44,837
Subtotal =55,818,725
P =69,907,011
P
Net proceeds =2,944,181,275
P =2,930,092,989
P

Balance of Proceeds as of December 31, 2022 NIL


Century Properties Group, Inc. raised from the Bonds gross proceeds of P =3.0 billion. After
issue-related expenses, actual net proceeds amounted to approximately P=2.93 billion were used
to partially repay existing obligations of the Company, and partially finance capital expenditures
of vertical project development and other corporate fund requirements.
COVER SHEET
for
AUDITED FINANCIAL STATEMENTS
SEC Registration Number

0 0 0 0 0 6 0 5 6 6

COMPANY NAME

C E N T U R Y P R O P E R T I E S G R O U P I N C .

A N D S U B S I D I A R I E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

2 1 s t F l o o r , P a c i f i c S t a r B u i l d

i n g , S e n . G i l P u y a t c o r n e r M a k

a t i A v e n u e , M a k a t i C i t y

Form Type Department requiring the report Secondary License Type, If Applicable

A A F S S E C N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number

cpgi@century-properties.com (02)7793-5526 N/A

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

499 6/14 12/31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number

Isabelita C. Sales cpgi@century-properties.com N/A 09955734010

CONTACT PERSON’s ADDRESS

21st Floor, Pacific Star Building, Sen. Gil Puyat corner Makati Avenue, Makati City
NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the Commission within
thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission and/or
non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.

*SGVFS163537*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

Opinion

We have audited the consolidated financial statements of Century Properties Group Inc. and its
subsidiaries (the Group), which comprise the consolidated statements of financial position as at
December 31, 2021 and 2020, and the consolidated statements of comprehensive income, consolidated
statements of changes in equity and consolidated statements of cash flows for each of the three years in
the period ended December 31, 2021, and notes to the consolidated financial statements, including a
summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements of the Group as at December 31, 2021
and 2020, and for each of the three years in the period ended December 31, 2021 are prepared in all
material respects, in accordance with the Philippine Financial Reporting Standards (PFRSs), as modified
by the application of the financial reporting reliefs issued and approved by the Securities and Exchange
Commission, as described in Note 2 to the consolidated financial statements.

Basis for Opinion

We conducted our audits in accordance with Philippine Standards on Auditing (PSAs). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in
accordance with the Code of Ethics for Professional Accountants in the Philippines (Code of Ethics)
together with the ethical requirements that are relevant to our audit of the consolidated financial
statements in the Philippines, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 2 to the consolidated financial statements which indicates that the consolidated
financial statements have been prepared are in accordance with PFRSs, as modified by the application of
the financial reporting reliefs issued and approved by the Securities and Exchange Commission in
response to the COVID-19 pandemic. The impact of the application of the financial reporting reliefs on
the 2021 consolidated financial statements are discussed in detail in Note 2. Our opinion is not modified
in respect of this matter.

*SGVFS163537*
A member firm of Ernst & Young Global Limited
-2-

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor’s Responsibilities for the Audit of the
Consolidated Financial Statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatement of the consolidated financial statements. The results of our audit
procedures, including the procedures performed to address the matters below, provide the basis for our
audit opinion on the accompanying consolidated financial statements.

Real Estate Revenue Recognition

The Group’s revenue recognition process, policies and procedures is significant to our audit because this
involves the application of significant judgment and estimation in the following areas: (1) assessment of
the probability that the Group will be able to collect the consideration from the buyer; 2) determination of
the transaction price; (3) application of the output method as the measure of progress of project
completion in determining real estate sales; (4) determination of the actual costs incurred as cost of real
estate sales; and (5) recognition of costs to obtain a contract.

In evaluating whether collectability of the amount of consideration is probable, the Group considers the
significance of the buyer’s initial payments in relation to the total contract price (or buyer’s equity).
Collectability is assessed by considering factors such as past collection history, age of receivables and the
pricing of the property. Management regularly evaluates the history of sales cancellations and back-outs,
after considering also the impact of the coronavirus pandemic, to determine if these would continue to
support the Group’s current threshold of buyer’s equity before commencing revenue recognition.

In determining the transaction price, the Group considers the selling price of the real estate property and
other fees and charges collected from the buyers that are not held on behalf of other parties.

In measuring the progress of its performance obligation over time, the Group uses the output method.
This method measures progress based on physical proportion of work done which requires technical
determination by the management’s specialist (project managers).

In determining the actual costs incurred to be recognized as cost of real estate sales, the Group estimates
costs incurred on materials, labor and overhead that have not yet been billed by the contractors.

The Group identifies sales commission after contract inception as cost of obtaining a contract. For
contracts that qualified for revenue recognition, the Group capitalized the total sales commission due to
the sales agent and recognized the related liability. The Group uses the percentage-of-completion (POC)
method in amortizing sales commission consistent with its revenue recognition policy.

The disclosures related to real estate revenue are included in Note 31 to the consolidated financial
statements.

*SGVFS163537*
A member firm of Ernst & Young Global Limited
-3-

Audit Response

We obtained an understanding of the Group’s revenue recognition process, policies and procedures.

For the buyer’s equity, we evaluated the management’s basis by comparing this with the history of sales
collections and back-outs of buyers with accumulated payments above the collection threshold. We also
considered the impact of the coronavirus pandemic to the level of cancellations during the year. We
traced the analysis to supporting documents such as the buyer’s collection reports, cancellation notices
and official receipts.

For the determination of the transaction price, we obtained an understanding of the nature of other fees
charged to the buyers. For selected contracts, we agreed the amounts excluded from the transaction price
against the expected amounts required to be remitted to the government based on existing tax rules and
regulations (e.g., documentary stamp taxes, transfer taxes and real property taxes).

For the application of the output method in determining real estate revenue, we obtained an understanding
of the Group’s processes for determining the POC, and performed tests of the relevant controls. We
obtained the certified POC reports prepared by the project managers and assessed their competence and
objectivity by reference to their qualifications, experience and reporting responsibilities. For selected
projects, we conducted ocular inspections, made relevant inquiries, including inquiries on how the
coronavirus pandemic affected the POC during the year, and obtained the supporting details of POC
reports showing the completion of the major activities of the project construction.

For the cost of real estate sales, we obtained an understanding of the Group’s cost accumulation process
and tested relevant controls. For selected projects, we traced the accumulated costs, including those costs
incurred but not yet billed, to supporting documents such as invoices, accomplishment reports from the
contractors, official receipts, among others.

For the recognition of cost to obtain a contract, we obtained an understanding of the sales commission
process. For selected contracts, we agreed the basis for calculating the sales commission capitalized and
portion recognized in profit or loss, particularly (1) the percentage of commission due against contracts
with sales agents, (2) the total commissionable amount (i.e., net contract price) against the related contract
to sell, and, (3) the POC used in calculating the sales commission against the POC used in recognizing the
related revenue from real estate sales.

Valuation of Investment Properties at Fair Value

The Group accounts for its investment properties using the fair value model. Investment properties
consist of land and buildings leased out to tenants and represent 26% of consolidated assets as of
December 31, 2021. Fair value gains relating to these properties amounted to = P225 million, which is 21%
of consolidated income before income tax of the Group in 2021. The Group used the income approach
for the valuation of its investment properties. The determination of the fair value of investment properties
involves significant management judgment and estimation. The valuation also requires the involvement
of an appraiser whose calculations also depend on certain assumptions such as market rent levels,
expected vacancy, interest rates and expected maintenance. Thus, we considered the valuation of
investment properties at fair value as a key audit matter.

The disclosures relating to investment properties are included in Note 11 to the consolidated financial
statements.

*SGVFS163537*
A member firm of Ernst & Young Global Limited
-4-

Audit Response

We evaluated the competence, capabilities and objectivity of the appraisers by considering their
qualifications, experience and reporting responsibilities. We reviewed the methodology and assumptions
used in the valuation of the investment properties. We assessed the methodology adopted by referencing
common valuation models in accordance with the assets’ highest and best use, and evaluated key inputs
used in the valuation, specifically market rent levels, expected vacancy, interest rates, estimated
reproduction cost and expected maintenance. We compared the inputs and assumptions used against
internal and external evidence such as lease contracts, historical vacancy rates and maintenance costs, and
published market data. We also inquired from the appraiser the basis of the adjustments made to the sales
price. We also reviewed the disclosures relating to investment properties.

For the cost of real estate sales, we obtained an understanding of the Group’s cost accumulation process
and tested relevant controls. For selected projects, we traced the accumulated costs, including those costs
incurred but not yet billed, to supporting documents such as invoices, accomplishment reports from the
contractors, official receipts, among others.

For the recognition of cost to obtain a contract, we obtained an understanding of the sales commission
process. For selected contracts, we agreed the basis for calculating the sales commission capitalized and
portion recognized in profit or loss, particularly (1) the percentage of commission due against contracts
with sales agents, (2) the total commissionable amount (i.e., net contract price) against the related contract
to sell, and, (3) the POC used in calculating the sales commission against the POC used in recognizing the
related revenue from real estate sales.

Impairment Testing of Long-lived Asset

The Group’s property and equipment includes a building that is to be operated as a hotel once it is
completed and ready for use. The carrying value of this long-lived asset amounted to = P1,707 million as
of December 31, 2021. The hospitality industry continues to be heavily affected by the coronavirus
pandemic which management assessed as an impairment indicator and accordingly performed an
impairment testing to determine the long-live asset’s recoverable amount as of December 31, 2021. The
assessment of recoverable amount requires significant judgment and involves estimation and assumptions
about future revenue and costs, as well as external inputs such as discount rate, occupancy rate and
growth rate. In addition, because of the coronavirus pandemic, there is heightened level of uncertainty on
the future economic outlook and market forecast. Hence, such impairment testing is a key audit matter.

The disclosures relating to this long-lived asset are included in Note 12 to the consolidated financial
statements.

Audit Response

We reviewed the methodology and the assumptions used. These assumptions include future revenue,
occupancy rate, costs, as well as external inputs such as discount rate and growth rate. We compared the
key assumptions such as occupancy rate and growth rate used with market information, taking into
consideration the impact associated with the coronavirus pandemic and the expected economic
recovery. We also compared the growth rate and occupancy rate used against relevant historical
performance and industry outlook. We tested the parameters used in the determination of the discount
rate against market data. We also reviewed the Group’s disclosures about those assumptions to which the
outcome of impairment test is most sensitive, specifically those that have the most significant effect in the
determination of the recoverable amount of the property involved.

*SGVFS163537*
A member firm of Ernst & Young Global Limited
-5-

Other Information

Management is responsible for the other information. The other information comprises the information
included in the SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and Annual Report
for the year ended December 31, 2021, but does not include the consolidated financial statements and our
auditor’s report thereon. The SEC Form 20-IS (Definitive Information Statement), SEC Form 17-A and

Annual Report for the year ended December 31, 2021 are expected to be made available to us after the
date of this auditor’s report.

Our opinion on the consolidated financial statements does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the other
information is materially inconsistent with the consolidated financial statements or our knowledge
obtained in the audits, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Consolidated
Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial
statements in accordance with PFRSs, as modified by the application of financial reporting reliefs issued
and approved by the SEC as described in Note 2 to the consolidated financial statements, and for such
internal control as management determines is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless management either intends to liquidate the Group or to
cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with PSAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these consolidated financial statements.

*SGVFS163537*
A member firm of Ernst & Young Global Limited
-6-

As part of an audit in accordance with PSAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of
internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Group’s internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Group to cease
to continue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements represent the underlying
transactions and events in accordance with PFRSs, as modified by the application of financial
reporting reliefs issued and approved by the SEC, as described in Note 2 to the consolidated financial
statements.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the audit. We remain solely
responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal
control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.

*SGVFS163537*
A member firm of Ernst & Young Global Limited
-7-

From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor’s report is John T. Villa.

John T. Villa
Partner
CPA Certificate No. 94065
Tax Identification No. 901-617-005
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 94065-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-076-2020, December 3, 2020, valid until December 2, 2023
PTR No. 8854384, January 3, 2022, Makati City

April 12, 2022

*SGVFS163537*
A member firm of Ernst & Young Global Limited
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

December 31
2021 2020
ASSETS
Current Assets
Cash and cash equivalents (Note 4) P3,693,074,161
= =2,473,555,750
P
Short-term investments (Note 5) 1,032,513,990 285,241,756
Receivables (Notes 2 and 6) 9,295,128,847 11,491,045,104
Real estate inventories (Note 7) 16,143,099,068 14,651,328,952
Due from related parties (Note 17) 526,962,834 464,422,862
Advances to suppliers and contractors (Note 8) 2,426,743,608 2,427,704,449
Investment in bonds (Note 14) – 463,750,000
Other current assets (Note 13) 1,895,462,320 1,809,894,312
Total Current Assets 35,012,984,828 34,066,943,185
Noncurrent Assets
Noncurrent portion of installment contracts receivable
(ICR; Notes 2 and 6) 366,000,813 124,776,589
Deposits for land (Note 9) 1,358,812,116 1,354,243,056
Investments in and advances to joint ventures and associate (Note 10) 274,504,404 265,560,204
Investment properties (Note 11) 13,995,031,354 13,627,582,382
Property and equipment (Note 12) 1,815,836,169 1,783,594,786
Deferred tax assets - net (Note 28) 26,764,445 86,280,221
Other noncurrent assets (Note 13) 1,656,575,419 1,699,922,997
Total Noncurrent Assets 19,493,524,720 18,941,960,235
TOTAL ASSETS =54,506,509,548
P =53,008,903,420
P

LIABILITIES AND EQUITY


Current Liabilities
Accounts and other payables (Note 15) P5,251,100,289
= P5,591,640,977
=
Contract liabilities (Notes 16) 3,048,610,842 1,457,777,002
Due to related parties (Note 17) 317,358,734 270,006,022
Short-term debt (Note 18) 468,360,083 811,948,735
Current portion of:
Long-term debt (Note 18) 5,467,828,327 5,447,303,305
Bonds payable (Note 20) 2,992,055,358 118,781,010
Liability from purchased land (Note 19) 67,200,000 67,200,000
Lease liabilities (Note 29) 25,543,296 4,525,606
Income tax payable 69,408,506 61,498,374
Other current liabilities (Note 29) 109,551,140 352,673,888
Total Current Liabilities 17,817,016,575 14,183,354,919
Noncurrent Liabilities
Noncurrent portions of:
Long-term debt (Note 18) 6,370,779,023 9,408,872,360
Bonds payable (Note 20) 2,955,140,071 2,965,985,277
Liability from purchased land (Note 19) 141,145,286 208,335,743
Lease liabilities (Note 29) 31,596,667 –

(Forward)

*SGVFS163537*
-2-

December 31
2021 2020
Pension liabilities (Note 27) =279,629,948
P P372,985,206
=
Deferred tax liabilities - net (Note 28) 2,647,906,504 2,951,528,631
Other noncurrent liabilities (Notes 29 and 33) 1,912,630,833 1,786,567,624
Total Noncurrent Liabilities 14,338,828,332 17,694,274,841
Total Liabilities 32,155,844,907 31,877,629,760
Equity (Note 21)
Capital stock - =
P0.53 par value
Authorized - 18,000,000,000 common shares
Issued - 11,699,723,690 common shares 6,200,853,553 6,200,853,553
Preferred shares 15,900,000 15,900,000
Additional paid-in capital 5,524,776,889 5,524,776,889
Treasury shares - 100,123,000 shares (109,674,749) (109,674,749)
Other components of equity (683,197,961) (682,845,178)
Retained earnings 9,814,339,360 9,028,945,474
Remeasurement loss on defined benefit plan (42,504,741) (118,498,902)
Total Equity Attributable to Equity Holders
of the Parent Company 20,720,492,351 19,859,457,087
Non-controlling Interest (Note 21) 1,630,172,290 1,271,816,573
Total Equity 22,350,664,641 21,131,273,660
TOTAL LIABILITIES AND EQUITY =54,506,509,548
P =53,008,903,420
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFS163537*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31


2021 2020 2019
REVENUES
Revenue from contracts with customers:
Real estate sales (Note 31) P
=7,664,401,653 =9,482,619,641
P =12,685,387,079
P
Property management fee and other services
(Notes 24 and 31) 400,011,317 389,723,319 412,151,431
Leasing revenue (Notes 11 and 29) 1,200,366,601 795,034,245 713,381,592
Interest income from real estate sales (Note 6) 180,116,059 168,367,487 504,096,166
9,444,895,630 10,835,744,692 14,315,016,268
COSTS
Cost of real estate sales (Note 7) 4,808,420,850 6,082,949,532 8,459,544,061
Cost of leasing (Note 11) 352,043,445 226,533,530 217,448,235
Cost of services (Note 24) 272,728,398 285,985,555 295,241,150
5,433,192,693 6,595,468,617 8,972,233,446
GROSS PROFIT 4,011,702,937 4,240,276,075 5,342,782,822
GENERAL, ADMINISTRATIVE AND SELLING
EXPENSES (Note 22) 2,692,905,068 2,863,713,699 3,235,818,061
OTHER INCOME (EXPENSES) - net
Interest income and others (Notes 14 and 25) 397,550,153 568,068,169 573,363,478
Gain from change in fair value of investment properties
(Note 11) 225,495,620 558,621,018 260,934,423
Foreign exchange gain 3,210,517 2,070,399 116,330,537
Share in net earnings of joint ventures and
associate (Note 10) 8,944,200 6,791,973 11,183,946
Interest and other financing charges (Note 26) (894,592,075) (947,509,167) (936,688,211)
Loss from change in fair value of derivative
(Note 13) – – (76,055,987)
(259,391,585) 188,042,392 (50,931,814)
INCOME BEFORE INCOME TAX 1,059,406,284 1,564,604,768 2,056,032,947
PROVISION FOR (BENEFIT FROM) INCOME TAX
(Note 28) (209,699,864) 415,370,732 577,562,748
NET INCOME 1,269,106,148 1,149,234,036 1,478,470,199
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified to profit or loss
in subsequent periods:
Remeasurement gain (loss) on defined benefit plan -
net of deferred tax (Note 27) 75,994,161 (37,324,869) (15,131,603)
Net change in fair value of equity instruments at fair
value through OCI (352,783) (613,473) 162,228
TOTAL COMPREHENSIVE INCOME P
=1,344,747,526 =1,111,295,694
P =1,463,500,824
P
Net income attributable to:
Equity holders of the Parent Company (Note 21) P
=950,750,431 P795,555,466
= =1,281,748,829
P
Non-controlling interest (Note 21) 318,355,717 353,678,570 196,721,370
P
=1,269,106,148 =1,149,234,036
P =1,478,470,199
P

Total comprehensive income attributable to:


Equity holders of the Parent Company (Note 21) P
=1,026,391,809 P758,230,597
= =1,266,779,454
P
Non-controlling interest (Note 21) 318,355,717 353,065,097 196,721,370
P
=1,344,747,526 =1,111,295,694
P =1,463,500,824
P

Basic earnings per share (Note 21) P


=0.08 =0.04
P =0.11
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFS163537*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019

Total Equity Attributable to Equity Holders of the Parent Company


Additional Other Remeasurement
Common Preferred Paid-in Treasury Components Retained Loss on Defined Non-controlling
Stock Stock Capital Shares of Equity Earnings Benefit Plan Total Interest Total
At January 1, 2021 = 6,200,853,553
P = 15,900,000
P P
= 5,524,776,889 (P
= 109,674,749) (P
= 682,845,178) =
P9,028,945,474 (P
= 118,498,902) =
P19,859,457,087 P = 1,271,816,573 P= 21,131,273,660
Net income – – – – – 950,750,431 – 950,750,431 318,355,717 1,269,106,148
Other comprehensive loss (Note 27) – – – – (352,783) – 75,994,161 75,641,378 – 75,641,378
Total comprehensive income – – – – (352,783) 950,750,431 75,994,161 1,026,391,809 318,355,717 1,344,747,526
Cash dividends (Note 21) – – – – – (165,356,545) – (165,356,545) (160,000,000) (325,356,545)
Additional investment by non-controlling
interest (Note 21) – – – – – – – – 200,000,000 200,000,000
At December 31, 2021 = 6,200,853,553
P = 15,900,000
P P
= 5,524,776,889 (P
= 109,674,749) (P
= 683,197,961) P
= 9,814,339,360 (P
= 42,504,741) P
= 20,720,492,351 P
= 1,630,172,290 P
= 22,350,664,641

At January 1, 2020 =6,200,853,553


P =–
P P
=2,639,742,141 (P
=109,674,749) =99,393,242
P P
=8,733,916,278 (P
=81,174,033) =
P17,483,056,432 P
=2,132,513,056 P=19,615,569,488
Net income – – – – – 795,555,466 – 795,555,466 353,678,570 1,149,234,036
Other comprehensive loss (Note 27) – – – – – – (37,324,869) (37,324,869) (613,473) (37,938,342)
Total comprehensive income – – – – – 795,555,466 (37,324,869) 758,230,597 353,065,097 1,111,295,694
Cash dividends (Note 21) – – – – – (500,526,270) – (500,526,270) (96,000,000) (596,526,270)
Issuance of preferred stock – 15,900,000 2,885,034,748 – – – – 2,900,934,748 – 2,900,934,748
Acquisition of non-controlling interest
(Note 21) – – – – (782,238,420) – – (782,238,420) (1,117,761,580) (1,900,000,000)
At December 31, 2020 =6,200,853,553
P =15,900,000
P P
=5,524,776,889 (P
=109,674,749) (P
=682,845,178) =9,028,945,474
P (P
=118,498,902) P
=19,859,457,087 P
=1,271,816,573 P
=21,131,273,660

At January 1, 2019 =6,200,853,553


P =–
P =2,639,742,141
P (P
=109,674,749) =99,231,014
P =7,590,086,701
P (P
=66,042,430) =
P16,354,196,230 =1,109,270,329 =
P P17,463,466,559
Net income – – – – – 1,281,748,829 – 1,281,748,829 196,721,370 1,478,470,199
Other comprehensive income (loss) (Note 27) – – – – 162,228 – (15,131,603) (14,969,375) – (14,969,375)
Total comprehensive income – – – – 162,228 1,281,748,829 (15,131,603) 1,266,779,454 196,721,370 1,463,500,824
Cash dividends (Note 21) – – – – – (137,919,252) – (137,919,252) – (137,919,252)
Investment from non-controlling interest
(Note 21) – – – – – – – – 826,521,357 826,521,357
At December 31, 2019 =6,200,853,553
P =–
P =2,639,742,141
P (P
=109,674,749) =99,393,242
P =8,733,916,278
P (P
=81,174,033) P
=17,483,056,432 =2,132,513,056 P
P =19,615,569,488

See accompanying Notes to Consolidated Financial Statements.

*SGVFS163537*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31


2021 2020 2019

CASH FLOWS FROM OPERATING ACTIVITIES


Income before income tax P
=1,059,406,284 =1,564,604,768
P =2,056,032,947
P
Adjustments for:
Interest and other financing charges (Note 26) 894,592,075 947,509,167 936,688,211
Loss from change in fair value of
derivative (Note 13) – – 76,055,987
Depreciation and amortization (Notes 12, 13 and 22) 67,580,015 59,467,026 57,545,711
Retirement expense (Note 27) 50,112,456 53,846,232 40,927,863
Loss on pre-termination of derivative (Notes 13 and 25) – – 39,735,974
Gain from pre-termination of lease contracts (Note 29) – (5,798,312) –
Interest income (Notes 4, 5, 6, 14 and 25) (220,318,454) (263,269,520) (616,121,641)
Gain from change in fair value of investment
properties (Note 11) (225,495,620) (558,621,018) (260,934,423)
Foreign exchange gain – – (116,330,537)
Share in net earnings of joint ventures and
associate (Note 10) (8,944,200) (6,791,973) (11,183,946)
Loss (gain) on sale of investment property
(Notes 11 and 25) 34,128,752 12,978,992 (3,521,396)
Operating income before working capital changes 1,651,061,308 1,803,925,362 2,198,894,750
Decrease (increase) in:
Receivables 2,134,808,092 488,985,564 (1,335,917,877)
Real estate inventories (1,317,290,278) 1,455,337,334 2,735,041,283
Advances to suppliers and contractors 960,841 (421,194,166) 229,614,424
Other assets (27,242,594) (650,382,893) (423,368,311)
Increase (decrease) in:
Accounts and other payables (7,771,058) (488,190,474) 759,056,890
Contract liabilities 1,590,833,840 (326,316,578) (510,233,156)
Liability from purchased land intended for
development (67,190,457) (60,000,000) (33,232,990)
Other liabilities (117,059,539) 590,054,996 418,119,692
Cash generated by operations 3,841,110,155 2,392,219,145 4,037,974,705
Interest received (Note 25) 40,202,395 263,269,520 616,121,641
Interest and other financing costs paid (1,150,215,529) (1,272,763,532) (1,944,181,954)
Income taxes paid (62,656,415) (136,876,642) (362,908,775)
Retirement benefits paid (Note 27) (31,313,494) (43,089,171) (5,796,722)
Net cash provided by operating activities 2,637,127,112 1,202,759,320 2,341,208,895

CASH FLOWS FROM INVESTING ACTIVITIES


Proceeds from:
Refund of deposits for land (Note 9) – – 181,595,212
Sale of investment properties (Note 11) 92,923,673 28,544,184 156,600,215
Marginal deposits – – 31,658,800
Refund of rental deposits (Note 29) – 20,002,609 7,177,123
Sale of property and equipment 12,145,459 – –
Maturity of investment in bonds (Note 14) 463,750,000 – –
Payments for:
Additions to investment properties (Note 11) (269,005,777) (113,329,077) (1,250,844,013)
Additions to short-term investments (Note 5) (747,272,234) (285,241,756) –
Additions to investment in bonds (Note 14) – – (463,750,000)
Additions to property and equipment (Notes 12 and 35) (28,549,518) (223,000,485) (354,538,481)
Deposits for land (Note 9) (4,569,060) (274,799,837) (237,561,373)
Intangible assets (Note 13) (22,455,101) (5,346,041) (2,105,735)
Acquisition of non-controlling interest (Note 21) – (1,900,000,000) –
Advances made to related parties (62,539,972) (44,768,238) (25,300,115)
Net cash used in investing activities (565,572,530) (2,797,938,641) (1,957,068,367)

(Forward)

*SGVFS163537*
-2-

Years Ended December 31


2021 2020 2019

CASH FLOWS FROM FINANCING ACTIVITIES


Proceeds from:
Short-term and long-term debt (Note 18) P
=3,365,320,535 P6,099,533,446
= =12,464,293,414
P
Issuance of preferred stock (Note 21) – 2,910,771,277 –
Deposits for preferred shares (Note 33) – 56,107,956 412,195,714
Issuance of bonds payable (Note 20) 3,000,000,000 – 3,000,000,000
Additional investment from non-controlling interest
(Note 21) 200,000,000 – 826,521,357
Deposits for future stock subscription – – 42,480,000
Receipts of advances made from related parties 47,352,712 126,452,736 72,169,497
Payments for:
Short-term and long-term debt (Note 18) (6,751,494,594) (7,225,067,363) (14,807,436,336)
Deferred financing cost (Notes 18 and 20) (82,986,143) (86,445,789) (150,470,673)
Cash dividends (Note 21) (327,440,181) (297,179,924) (126,201,322)
Dividends paid to non-controlling interest (Note 21) (160,000,000) (96,000,000)
Lease liabilities (Note 29) (23,678,500) (17,090,874) (10,755,613)
Bonds payable (Note 20) (119,110,000) (1,393,530,000) –
Bond issuance cost (Note 13) – (13,825,625) –
Stock issuance cost (Note 13) – – (52,316,528)
Net cash provided by (used in) financing activities (852,036,171) 63,725,840 1,670,479,510

NET INCREASE (DECREASE) IN CASH AND


CASH EQUIVALENTS 1,219,518,411 (1,531,453,481) 2,054,620,038

CASH AND CASH EQUIVALENTS AT BEGINNING


OF YEAR (Note 4) 2,473,555,750 4,005,009,231 1,950,389,193

CASH AND CASH EQUIVALENTS AT END


OF YEAR (Note 4) P
=3,693,074,161 =2,473,555,750
P =4,005,009,231
P

See accompanying Notes to Consolidated Financial Statements.

*SGVFS163537*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information

Century Properties Group Inc. (the Parent Company or CPGI), a publicly listed company, was
incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on
May 6, 1975. The Parent Company is a 64.98%-owned subsidiary of Century Properties Inc. (the
Ultimate Parent or CPI) and the rest by the public. CPGI and its subsidiaries (collectively referred to
hereinafter as the Group) is primarily engaged in the development and construction of residential and
commercial real estate projects.

Issuance of =P3 Billion Bonds


On March 1, 2021, CPGI listed its PHP 3 Billion 3-year unsecured Peso-denominated fixed rate retail
bonds on the Philippine Dealing & Exchange Corp. (PDEx). The bond offering which carries an
interest rate of 4.8467% per annum, was more than twice oversubscribed.

Proceeds from the issuance will be used to partially refinance bank term loans, finance the Group’s
capital expenditures for vertical developments, and fund general corporate purposes including, but not
limited to, working capital.

China Bank Capital Corporation acted as Sole Issue Manager, Lead Underwriter, and Sole
Bookrunner of the offering.

Acquisition of Noncontrolling Interest


The Parent Company has completed the acquisition of 40% of the total outstanding shares or
511,561,143 common shares of FMT Kalayaan, Inc. (“FMTK”; a subsidiary of Mitsubishi
Corporation) in Century City Development II Corporation (“CCDC II”), a subsidiary of CPGI, on
August 24, 2020. The acquisition price is =
P1.90 billion or P
=3.71 per share, paid in cash on
August 24, 2020. A deed of absolute sale was executed by FMTK in favor of CPGI. This resulted in
CCDC II being a wholly-owned subsidiary of CPGI. In 2020, CLC acquired the remaining 40%
shares of TCG Holdings Inc. in KPDC. This resulted to KPDC being a wholly-owned subsidiary of
CPGI.

The registered office address of the Parent Company is 21st Floor, Pacific Star Building, Sen. Gil
Puyat corner Makati Avenue, Makati City.

The accompanying consolidated financial statements as at December 31, 2021 and 2020 and for each
of the three years in the period ended December 31, 2021 were approved and authorized for issue by
the Board of Directors (BOD) on April 12, 2022.

2. Summary of Significant Accounting Policies

Basis of Preparation
The consolidated financial statements include the financial statements of the Parent Company and its
subsidiaries.

*SGVFS163537*
-2-

The accompanying consolidated financial statements have been prepared using the historical cost
basis, except for investment properties. The consolidated financial statements are presented in
Philippine Peso (P=), which is the functional currency of the Parent Company and of all the investee
companies. All amounts are rounded off to the nearest P =, except when otherwise indicated.

Statement of Compliance
The consolidated financial statements of the Group have been prepared in accordance with Philippine
Financial Reporting Standards (PFRSs), as modified by the application of the financial reporting
relief on the accounting for significant financing components as issued and approved by the SEC in
response to the COVID-19 pandemic:

a. Assessing if the transaction price includes a significant financing component discussed in


Philippine Interpretations Committee (PIC) Questions and Answers (Q&A) No. 2018-12-D;
b. Treatment of land in the determination of percentage of completion (POC) discussed in PIC Q&A
No. 2018-12-E; and,
c. Application of International Financial Reporting Interpretations Committee (IFRIC) Agenda
Decision on Over Time Transfer of Constructed Goods (PAS 23, Borrowing Cost).

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 Philippine Interpretations Committee (PIC) Q&A 2018-
12, PFRS 15 Implementation Issues Affecting the Real Estate Industry
a. Assessing if the transaction price includes a significant financing component (as amended by
PIC Q&A 2020-04);
b. Treatment of land in the determination of the percentage-of-completion (POC); and
c. Treatment of uninstalled materials in the determination of the POC (as amended by
PIC Q&A 2020-02).

 Deferral of the adoption of PIC Q&A 2018-14: Accounting for Cancellation of Real Estate Sales
(as amended by PIC Q&A 2020-05)
The consolidated financial statements also include the availment of relief under SEC MC
No. 4-2020 to defer the adoption of IFRIC Agenda Decision on Over Time Transfers of
Constructed Goods under PAS 23, Borrowing Cost (the IFRIC Agenda Decision on Borrowing
Cost) until December 31, 2020.

In December 2020, the SEC issued MC 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 Decision on Borrowing
Cost, for another three (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
section below under Changes in Accounting Policies and Disclosures.

PFRSs include Philippine Financial Reporting Standards, Philippine Accounting Standards and
interpretations issued by PIC.

*SGVFS163537*
-3-

Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and
the following subsidiaries:

Percentage of Ownership
2021 2020 2019
Century Limitless Corporation (CLC) 100 100 100
Century Acqua Lifestyle Corporation (CALC) 100 100 100
Tanza Properties I, Inc. (TPI I) 60 60 60
Tanza Properties II, Inc. (TPI II) 60 60 60
Tanza Properties III, Inc. (TPI III) 60 60 60
Katipunan Prime Development Corporation (KPDC) 100 100 60
PHirst Park Homes Development Corporation (PPHDC) 100 100 100
Century Properties Management, Inc. (CPMI) 100 100 100
Siglo Suites, Inc. (SSI) 100 100 100
Siglo Commercial Management Corporation (SCMC) 100 100 100
Century Communities Corporation (CCC) 100 100 100
Century City Development Corporation (CCDC) 100 100 100
Century City Development Corporation II (CCDC II) 100 100 60
Centuria Medical Development Corporation (CMDC) 100 100 100
Knightsbridge Residences Development Corporation* 100 100 100
Milano Development Corporation (MDC) 100 100 100
Century City Development Corporation VII* 100 100 100
Century City Development Corporation VIII* 100 100 100
Century City Development Corporation X* 100 100 100
Century City Development Corporation XI* 100 100 100
Century City Development Corporation XII* 100 100 100
Century City Development Corporation XIV* 100 100 100
Century City Development Corporation XV* 100 100 100
Century City Development Corporation XVI* 100 100 100
Century City Development Corporation XVII* 100 100 100
Century City Development Corporation XVIII* 100 100 100
Century Destination Lifestyle Corporation (CDLC)** 100 100 100
PHirst Park Homes, Inc. (PPHI) 60 60 60
*non-operating CCDC subsidiaries
**formerly Century Properties Hotel and Leisure Inc. (CPHLI)

On August 24, 2020, the Parent Company acquired the remaining 40% of the total outstanding shares
of FMT Kalayaan, Inc. (“FMTK”; a subsidiary of Mitsubishi Corporation) in CCDC II.

In 2020, CLC acquired the remaining 40% shares of TCG Holdings Inc. in KPDC.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
 Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee)
 Exposure, or rights, to variable returns from its involvement with the investee, and
 The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee including:
 The contractual arrangement with the other vote holders of the investee
 Rights arising from other contractual arrangements

*SGVFS163537*
-4-

 The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed during
the year are included or excluded in the consolidated financial statements from the date the Group
gains control or until the date the Group ceases to control the subsidiary.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Company, using consistent accounting policies. All intra-group balances, transactions, unrealized
gains and losses resulting from intra-group transactions and dividends are eliminated in full.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
 Derecognizes the assets (including goodwill) and liabilities of the subsidiary, the carrying amount
of any non-controlling interests (NCI) and the cumulative translation differences recorded in
equity.
 Recognizes the fair value of the consideration received, the fair value of any investment retained
and any surplus or deficit in profit or loss.
 Reclassifies the parent’s share of components previously recognized in other comprehensive
income to profit or loss or retained earnings, as appropriate.

Adoption of New and Amended Accounting Standards and Interpretations


The accounting policies adopted are consistent with those of the previous financial year, except that
the Group has adopted the following new accounting pronouncements starting January 1, 2021.
Unless otherwise indicated, adoption of these pronouncements did not have any significant impact on
the Group’s financial position or performance.

 Amendment to PFRS 16, COVID-19-related Rent Concessions beyond 30 June 2021


 Amendments to PFRS 9, PAS 39, PFRS 7, PFRS 4 and PFRS 16, Interest Rate Benchmark
Reform – Phase 2
 Adoption of PIC Q&A 2018-14 on 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 adoption of this PIC Q&A did not impact the consolidated financial statements of the Group
since it has previously adopted approach 3 in its accounting for sales cancellation which records
the repossessed inventory at cost.

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 Adoption of PIC Q&A 2018-12 on Accounting for Common Usage Service Area (CUSA)

On February 14, 2018, the PIC issued PIC Q&A 2018-12 which provides guidance on some
implementation issues of PFRS 15, Revenue from Contracts with Customers affecting the real
estate industry. This includes PIC Q&A No. 2018-12-H which discussed accounting for CUSA
charges wherein it was concluded that real estate developers are generally acting as principal for
CUSA. On October 25, 2018, the SEC decided to provide relief to the real estate industry by
deferring the application of the provisions of the PIC Q&A 2018-12-H for a period of three years
or until December 31, 2020. The deferral will only be applicable for real estate transactions.

The Group’s accounting policies had been consistent with the accounting treatment as
contained in the interpretation and hence has no impact to the consolidated financial statements.
The Group has always presented the revenue from provision of CUSA and air conditioning
services and its related costs on a gross basis as part of “Leasing revenues” and “Cost of leasing”,
respectively.

 Adoption of PIC Q&A 2018-12-E (as amended by PIC Q&A 2020-02) on Treatment of
Uninstalled Materials in the Calculation of the POC

PIC Q&A 2020-02 was issued by the PIC on October 29, 2020. The latter aims to provide
conclusion on the treatment of materials delivered on site but not yet installed in measuring
performance obligation in accordance with PFRS 15, Revenue from Contracts with Customers in
the real estate industry. The adoption of this PIC Q&A did not impact the consolidated financial
statements of the Group since the Group does not enter into supply contracts with suppliers for
the provision and installation of materials.

Future Changes in Accounting Policies


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

Effective beginning on or after January 1, 2022


 Amendments to PFRS 3, Reference to the Conceptual Framework
 Amendments to PAS 16, Plant and Equipment: Proceeds before Intended Use
 Amendments to PAS 37, Onerous Contracts – Costs of Fulfilling a Contract
 Annual Improvements to PFRSs 2018-2020 Cycle
 Amendments to PFRS 1, First-time Adoption of Philippines Financial Reporting Standards,
Subsidiary as a first-time adopter
 Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for
derecognition of financial liabilities
 Amendments to PAS 41, Agriculture, Taxation in fair value measurements

Effective beginning on or after January 1, 2023


 Amendments to PAS 12, Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
 Amendments to PAS 8, Definition of Accounting Estimates
 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies

Effective beginning on or after January 1, 2024


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

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Effective beginning on or after January 1, 2025


 PFRS 17, Insurance Contracts

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

 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 significant financing Until
component as discussed in PIC Q&A 2018-12-D (as amended by December 31, 2023
PIC Q&A 2020-04)
b. Treatment of land in the determination of the POC discussed in Until
PIC Q&A 2018-12-E December 31, 2023

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 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
 PIC Q&A 2020-02, which provides additional guidance on determining which uninstalled
materials should not be included in calculating the POC

After the deferral period, real estate companies would have to adopt PIC Q&A No. 2018-12 and
any subsequent amendments thereto retrospectively or as the SEC will later prescribe.

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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:

a. The mismatch between the POC of the real estate projects and right to an amount of
consideration based on the schedule of payments provided for in the contract to sell might
constitute a significant financing component. Had this provision been adopted, the mismatch
between the POC of the real estate projects and right to an amount of consideration based on
the schedule of payments provided for in the contract to sell might 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 in restatement of
prior year financial statements in case a full retrospective approach is applied. Depending on
the approach of adoption, the adoption of this guidance would have impacted interest income,
interest expense, revenue from real estate sales, contract assets, provision for deferred income
tax, deferred tax asset or liability for all years presented (full retrospective approach), and the
opening balance of retained earnings (full retrospective approach and modified retrospective
approach). The Group has yet to assess if the mismatch constitutes a significant financing
component for its contracts to sell. The above would have impacted the cash flows from
operations and cash flows from financing activities for all years presented in case of a full
retrospective approach.

The Group has yet to decide on whether the adoption will be using a full retrospective or
modified retrospective approach.

b. The exclusion of land and uninstalled materials in the determination of POC would have
reduced the percentage of completion of real estate projects. Adoption of this guidance would
have reduced revenue from real estate sales, cost of sales and installment contracts receivable;
increased real estate inventories and would have impacted deferred tax asset or liability and
provision for deferred income tax for all years presented, and the opening balance of retained
earnings.

The Group has yet to decide on whether the adoption will be using a full retrospective or
modified retrospective approach.

 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, 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

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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 consolidated
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.

The Group has yet to decide on whether the adoption will be using a full retrospective or
modified retrospective approach.

 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 (Approach 3). 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 adoption of this PIC Q&A did not impact the consolidated financial statements of the Group
since it has previously adopted approach 3 in its accounting for sales cancellation which records
the repossessed inventory at cost.

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.

Current versus Noncurrent Classification


The Group presents assets and liabilities in the consolidated statement of financial position based on
current/noncurrent classification.

An asset is current when it is:


 Expected to be realized or intended to be sold or consumed in normal operating cycle;
 Held primarily for the purpose of trading;
 Expected to be realized within twelve months after the reporting period; or
 Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.

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All other assets are classified as noncurrent.

A liability is current when:


 It is expected to be settled in normal operating cycle;
 It is held primarily for the purpose of trading;
 It is due to be settled within twelve months after the reporting period; or
 There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.

The Group classifies all other liabilities as noncurrent.

Cash and Cash Equivalents


Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash with original maturities of three months or less
from dates of placement and are subject to an insignificant risk of change in value.

Short-term Investments
Short-term investments consist of money market placements made for varying periods of more than
three (3) months and up to one (1) year and earn interest at the respective short-term investment rates.
Short-term investment does not qualify as cash equivalents.

Financial Instruments
Initial recognition
The Group classifies financial assets, at initial recognition, as subsequently measured at amortized
cost, fair value through other comprehensive income (FVOCI), and fair value through profit or loss
(FVTPL).

The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. Except for trade
receivables that do not contain a significant financing component or for which the Group has applied
the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case
of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do
not contain a significant financing component or for which the Group has applied the practical
expedient are measured at the transaction price determined under PFRS 15.

For a financial asset to be classified and measured at amortized cost or fair value through OCI, it
needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the
principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. The Group’s business model for managing financial assets refers to how it manages
its financial assets in order to generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market-place (regular way trades) are recognized on the trade date,
i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement of financial assets


For purposes of subsequent measurement, financial assets are classified in four categories:
 Financial assets at amortized cost
 Financial assets at fair value through profit or loss

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 Financial assets at fair value through OCI, where cumulative gains or losses previously
recognized are reclassified to profit or loss
 Financial assets designated at fair value through OCI, where cumulative gains or losses
previously recognized are not reclassified to profit or loss

Financial assets at amortized cost


The Group measures financial assets at amortized cost if both of the following conditions are met:
 The financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows
 The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding

Financial assets at amortized cost are initially recognized at fair value plus directly attributable
transaction costs and subsequently measured using the effective interest (EIR) method, less any
impairment in value. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired. This accounting policy relates to the Group’s “Cash and cash equivalents”,
“Short-term investments”, “Receivables” (excluding other receivables), rental deposits under “Other
current assets”, “Due from related parties” and “Investment in bonds”.

Equity instruments. The Group may also make an irrevocable election to measure at FVOCI on
initial recognition investments in equity instruments that are neither held for trading nor contingent
consideration recognized in a business combination in accordance with PFRS 3. The classification is
determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. However, the Group
may transfer the cumulative gain or loss within equity. Dividends on such investments are
recognized in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the
investment. Equity instruments designated at fair value through OCI are not subject to impairment
assessment.

The Group elected to classify irrevocably its quoted equity investments under this category.

Classification of financial liabilities


Financial liabilities are measured at amortized cost, except for the following:
 financial liabilities measured at fair value through profit or loss;
 financial liabilities that arise when a transfer of a financial asset does not qualify for
derecognition or when the Group retains continuing involvement;
 financial guarantee contracts;
 commitments to provide a loan at a below-market interest rate; and
 contingent consideration recognized by an acquirer in accordance with PFRS 3.

As of December 31, 2021 and 2020, the financial liabilities of the Group are of the nature of financial
liabilities at amortized cost (debt instrument). This accounting policy applies to the Group’s
“Accounts and other payables” (excluding customer’s advances and statutory liabilities), “Due to
related parties”, “Short-term debt”, Liability from purchased land”, Long-term debt” and “Bonds
Payable”.

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Reclassifications of Financial Instruments


The Group reclassifies its financial assets when, and only when, there is a change in the business
model for managing the financial assets. Reclassifications shall be applied prospectively by the
Group and any previously recognized gains, losses or interest shall not be restated. The Group does
not reclassify its financial liabilities.

Impairment of Financial Assets


The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not
held at fair value through profit or loss. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original effective interest rate. The expected cash
flows will include cash flows from the sale of collateral held or other credit enhancements that are
integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).

Financial assets are credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of those financial assets have occurred. For these credit exposures,
lifetime ECLs are also recognized and interest revenue is calculated by applying the credit-adjusted
EIR to the amortized cost of the financial asset.

The Group applies a simplified approach in calculating ECLs for “ICRs”. Therefore, the Group does
not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at
each reporting date. For leasing receivables, the Group has established a provision matrix that is
based on its historical credit loss experience. For ICR, the Group uses a vintage analysis that is based
on its historical credit loss experience. Both are further adjusted for forward-looking factors specific
to the debtors and the economic environment.

For all debt financial assets other than ICRs, ECLs are recognized using the general approach wherein
the Group tracks changes in credit risk and recognizes a loss allowance based on either a 12-month or
lifetime ECLs at each reporting date.

At each reporting date, the Group assesses whether there has been a significant increase in credit risk
for financial assets since initial recognition by comparing the risk of default occurring over the
expected life between the reporting date and the date of initial recognition. The Group considers
reasonable and supportable information that is relevant and available without undue cost or effort for
this purpose. This includes quantitative and qualitative information and forward-looking analysis.

Exposures that have not deteriorated significantly since origination, or where the deterioration
remains within the Group’s investment grade criteria are considered to have a low credit risk. The
provision for credit losses for these financial assets is based on a 12-month ECL. The low credit risk
exemption has been applied on debt investments that meet the investment grade criteria of the Group
from the time of origination.

The Group’s “Cash and cash equivalents”, “Short-term Investments” and “Due from related parties”
are graded to be low credit risk investments based on the credit ratings of depository banks and
related parties as published by Bloomberg Terminal.

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Derecognition of Financial Assets and Liabilities


Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial
assets) is derecognized when:

 the rights to receive cash flows from the asset have expired;
 the Group retains the right to receive cash flows from the asset, but has assumed an obligation to
pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or
 the Group has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all the risks and rewards of the
asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the
extent of its continuing involvement. In that case, the Group also recognizes an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.

Financial liabilities
A financial liability is derecognized when the obligation under the financial liability is discharged or
cancelled or has expired. Where an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing financial liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and
the recognition of a new financial liability, and the difference in the respective carrying amounts is
recognized in the consolidated statement of comprehensive income.

Write-off
The Group writes off a financial asset, in whole or in part, when the asset is considered uncollectible,
it has exhausted all practical recovery efforts and has concluded that it has no reasonable expectations
of recovering the financial asset in its entirety or a portion thereof.

Offsetting Financial Instruments


Financial assets and financial liabilities are offset and the net amount reported in the consolidated
statement of financial position if, and only if, there is a currently enforceable legal right to offset the
recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle
the liability simultaneously. The Group assesses that it has a currently enforceable right of offset if
the right is not contingent on a future event, and is legally enforceable in the normal course of
business, event of default, and event of insolvency or bankruptcy of the Group and all of the
counterparties.

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Fair Value Measurement


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:

 In the principal market for the asset or liability; or,


 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of an
asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset is its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient date are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that
is significant to the fair value measurement as a whole:
 Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable
 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between Levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is significant to the fair value measurement as a
whole) at each reporting date.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.

Advances to Suppliers and Contractors


The Group recognizes advances to suppliers at the time payment has been made to specific suppliers
and contractors for the construction of its real estate inventories. These are subsequently classified to
real estate inventories when incurred.

Real Estate Inventories


Property acquired or being constructed for sale in the ordinary course of business, rather than to be
held for rental or capital appreciation, is held as inventory and is measured at the lower of cost and
net realizable value (NRV).

Cost includes:
 Land cost
 Land improvement cost

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 Borrowing cost
 Planning and design costs, costs of site preparation, professional fees, property transfer taxes,
construction overheads and other related costs.

NRV is the estimated selling price in the ordinary course of business, based on market prices at the
reporting date, less estimated costs of completion and the estimated costs of sale.

Real estate inventories include land held for future development. The Group has plans to construct
and develop these parcels of land as a residential property for sale in the ordinary course of business.
The physical construction activities have not commenced as of December 31, 2021 and 2020.

Deposits for Land


This represents deposits made to land-owners for the purchase of certain parcels of land whose
ultimate use is currently undetermined. The Group normally makes deposits before a CTS or Deed of
Absolute Sale (DOAS) is executed between the Group and the land-owner. These are recognized at
the amounts paid to land-owners.

Borrowing Costs
Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the
cost of the respective assets. All other borrowing costs are expensed in the period they occur.
Borrowing costs consist of interest measure using the EIR method and other costs that an entity incurs
in connection with the borrowing of funds.

Where borrowings are associated with specific developments, the amount capitalized is the gross
interest incurred on those borrowings less any investment income arising on their temporary
investment. Interest is capitalized from the commencement of the development work until the date of
practical completion. The capitalization of finance costs is suspended if there are prolonged periods
when development activity is interrupted. Interest is also capitalized on the purchase cost of a site of
property acquired specifically for redevelopment, but only where activities necessary to prepare the
asset for redevelopment are in progress.

Investments in and Advances to Joint Ventures and Associate


Investments in and advances to joint ventures and associate (investee companies) are accounted for
under the equity method of accounting. A joint venture is a type of joint arrangement whereby the
parties that have joint control of the arrangement have rights to the net assets of the joint venture.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require the unanimous consent of the parties sharing control.

An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee, but is not control
or joint control over those policies.

An investment is accounted for using the equity method from the day it becomes a joint venture or
associate. On acquisition of investment, the excess of the cost of investment over the investor’s share
in the net fair value of the investee’s identifiable assets, liabilities and contingent liabilities is
accounted for as goodwill and included in the carrying amount of the investment and not amortized.
Any excess of the investor’s share of the net fair value of the investee’s identifiable assets, liabilities
and contingent liabilities over the cost of the investment is excluded from the carrying amount of the
investment, and is instead included as income in the determination of the share in the earnings of the
investees.

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Under the equity method, the investments in the investee companies are carried in the consolidated
statement of financial position at cost plus post-acquisition changes in the Group’s share in the net
assets of the investee companies, less any impairment in values. The consolidated statement of
comprehensive income reflects the share of the results of the operations of the investee companies, if
there’s any. The Group’s share of post-acquisition movements in the investee’s equity reserves is
recognized directly in equity. Profits and losses resulting from transactions between the Group and
the investee companies are eliminated to the extent of the interest in the investee companies and for
unrealized losses to the extent that there is no evidence of impairment of the asset transferred.
Dividends received are treated as a reduction of the carrying value of the investment.

Investment Properties
Initially, investment properties are measured at cost including certain transaction costs. Subsequent
to initial recognition, investment properties are stated at fair value, which reflects market conditions
at the reporting date. The fair value of investment properties is determined by independent real estate
valuation experts based on the “market approach” for its land properties which are based on recent
real estate transactions with similar characteristics and location to those of the Group’s investment
properties and the “income approach” for its income generating buildings which are based on the
buildings discounted future cash flows. Gains or losses arising from changes in the fair values of
investment properties are included in profit or loss in the period in which they arise.

Investment properties are derecognized when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is expected
from its disposal. The difference between the net disposal proceeds and the carrying amount of the
asset is recognized in profit or loss in the period of derecognition.

Transfers are made to or from investment property only when there is a change in use. For a transfer
from investment property to owner’s occupied property, the deemed cost for subsequent accounting is
the fair value at the date of change in use. If owner’s occupied property becomes an investment
property, the Group accounts for such property in accordance with the policy stated under property
and equipment up to the date of change in use.

For a transfer from investment property to inventories, the change in use is evidenced by
commencement of development with a view to sale. When the Group decides to dispose of an
investment property without development, it continues to treat the property as an investment property
until it is derecognized and does not treat it as inventory. Similarly, if an entity begins to redevelop
an existing investment property for continued future use as investment property, the property remains
an investment property and is not reclassified as owner-occupied property during the redevelopment.
For a transfer from investment property carried at fair value to inventories, the property's deemed cost
for subsequent accounting shall be its fair value at the date of change in use.

Property and Equipment


Property and equipment are carried at cost less accumulated depreciation and amortization and any
impairment in value.

The initial cost of property and equipment consists of its purchase price, including import duties,
taxes and any directly attributable costs of bringing the asset to its working condition and location for
its intended use. Expenditures incurred after the property and equipment have been put into
operation, such as repairs and maintenance, are normally charged against operations in the period in
which the costs are incurred. When significant parts of property and equipment are required to be
replaced in intervals, the Group recognizes such parts as individual assets with specific useful lives
and depreciation and amortization, respectively. Likewise, when a major inspection is performed, its

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cost is recognized in the carrying amount of the equipment as a replacement if the recognition criteria
are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation of property and equipment commences once the property and equipment are put into
operational use and is computed on a straight-line basis over the estimated useful lives (EUL) of the
property and equipment as follows:

Years
Office equipment 3-5
Computer equipment 3-5
Furniture and fixtures 3-5
Transportation equipment 5
Leasehold improvements 5 or lease term, whichever is shorter
Construction equipment 5
Right-of-use assets 3-6

The useful lives and depreciation method are reviewed at financial year end to ensure that the period
and method of depreciation are consistent with the expected pattern of economic benefits from items
of property and equipment. When property and equipment are retired or otherwise disposed of, the
cost and the related accumulated depreciation and accumulated provision for impairment losses, if
any, are removed from the accounts and any resulting gain or loss is credited to or charged against
current operations.

Construction in progress, included in property and equipment, is stated at cost. Depreciation is


computed when the relevant asset is completed and becomes available for use in operations, at which
time, the asset is reclassified to its property and equipment category.

Fully depreciated property and equipment are retained in the accounts until they are no longer in use
and no further depreciation and amortization is charged against current operations.

It is the Group’s policy to classify right-of-use assets as part of property and equipment.

Leases

Company as a lessee

Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred,
and lease payments made at or before the commencement date less any lease incentives received.

Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease
term, the recognized right-of-use assets are depreciated on a straight-line basis over the lease term.
Right-of-use assets are subject to impairment.

Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

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In calculating the present value of lease payments, the Group uses the incremental borrowing rate at
the lease commencement date if the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed
lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases
The Group applies the short-term lease recognition exemption to its short-term leases of office spaces
(i.e., those leases that have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). Lease payments on short-term leases are recognized as expense on a
straight-line basis over the lease term.

Company as a lessor

Operating Lease
Leases where the Group does not transfer substantially all the risk and benefits of the ownership of
the asset are classified as operating leases. Otherwise, they are classified as finance leases. Rental
income from operating leases is recognized as income on a straight-line basis over the lease term.

Creditable Withholding Tax (CWT)


CWTs, which are included under “Other current assets” account in the consolidated statement of
financial position, are amounts withheld from income subject to expanded withholding taxes (EWT).
CWTs can be utilized as payment for income taxes provided that these are properly supported by
certificates of creditable tax withheld at source subject to the rules on Philippine income taxation.

Impairment of Nonfinancial Assets


The Group assesses as at reporting date whether there is an indication that its nonfinancial assets
(e.g., property and equipment and investments in joint ventures and associate) may be impaired. If
any such indication exists, or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is calculated as
the higher of the asset’s or cash-generating unit’s fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessment of the time value of
money and the risks specific to the asset. Impairment losses are recognized in the expense categories
of profit or loss consistent with the function of the impaired asset.

Deposits for Preferred Shares Subscription


Deposits for preferred share subscription represent cash received by CALC, a subsidiary, that are
convertible to a fixed number of CALC’s stocks in the future. CALC’s preferred shares are
considered as compound financial instruments which contain both liability and equity components.
Since the preferred shares are non-redeemable and entitles the holder to a pro-rata share of assets
upon liquidation, including 28 free nights to stay at the hotel, this financial instrument is classified as
an equity instrument. However, the preferred shares establish a contractual right to a dividend [i.e.
the net room rental revenue (NRRR)], thus, it contains a financial liability with respect to the share in
the NRRR.

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Prior to full payment and availability of the rooms, the Group accounts for the amounts received from
the buyers of preferred shares as “Deposits for preferred shares subscription” classified as a liability
under the “Other noncurrent liabilities” account, given that based on the terms of the contract, the
preferred shares shall be entitled to any of the rights and benefits as stated above upon full payment of
their shares and subject to the availability of the rooms. At present, the facility relating to the
generation of NRRR is under construction representing an obligation on the part of the Group to the
preferred shares subscribers.

Upon full payment and availability of the rooms and when the rights indicated above vest, the
amounts received from the preferred shareholders is allocated between the equity and liability
components. The deposits are fully refundable until such time that the asset is complete and readily
available for use.

Equity
Common stock, Preferred stock and Additional paid-in capital
The Group records common stock and preferred stock at par value and additional paid-in capital in
excess of the total contributions received over the aggregate par value of the equity share.
Incremental costs incurred directly attributable to the issuance of new shares are shown in equity as a
deduction from proceeds, net of tax.

Retained earnings
Retained earnings represent accumulated earnings of the Group less dividends declared, if any and
transition adjustments from policy changes.

Treasury shares
Treasury shares are own equity instruments which are reacquired and are recognized at cost and
deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or
cancellation of the Parent Company’s own equity instruments. Any difference between the carrying
amount and the consideration, if reissued, is recognized in additional paid-in capital. Voting rights
related to treasury shares are nullified for the Parent Company and no dividends are allocated to them
respectively. When the shares are retired, the capital stock account is reduced by its par value and the
excess of cost over par value upon retirement is debited to additional paid-in capital when the shares
were issued and to retained earnings for the remaining balance.

Non-controlling interest
Non-controlling interest are recognized and measured at the proportionate share of the non-
controlling interest to the net assets of the Group. When non-controlling interest is subsequently
acquired, the difference between the acquisition price and the carrying value of the interest as at
acquisition date is recognized as equity reserve under “Other components of equity” account in the
consolidated statement of financial position.

Revenue and Cost Recognition under PFRS 15


Revenue from Contract with Customers
The Group primarily derives its real estate revenue from the sale of vertical and horizontal real estate
projects. Revenue from contracts with customers is recognized when control of the goods or services
are transferred to the customer at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services. The Group has generally concluded
that it is the principal in its revenue arrangements, except for the provisioning of water and electricity
in its leasing units, wherein it is acting as agent.

The disclosures of significant accounting judgments, estimates and assumptions relating to revenue
from contracts with customers are provided in Note 3.

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Real estate sales


The Group derives its real estate revenue from sale of lots, house and lot and condominium units.
Revenue from the sale of these real estate projects under pre-completion stage are recognized over
time during the construction period (or percentage of completion) since based on the terms and
conditions of its contract with the buyers, the Group’s performance does not create an asset with an
alternative use and the Group has an enforceable right to payment for performance completed to date.

In measuring the progress of its performance obligation over time, the Group uses the output method.
The Group recognizes revenue on the basis of direct measurements of the value to customers of the
goods or services transferred to date, relative to the remaining goods or services promised under the
contract. Progress is measured based on the physical proportion of the real estate project’s
completion. This is based on the monthly project accomplishment report prepared by the third-party
project engineers which integrates the surveys of performance to date of the construction activities for
both sub-contracted and those that are fulfilled by the developer itself.

Property management fee and other services


Revenue from property management and other services is recognized over time as they are rendered
since the customer simultaneously receives and consumes the benefits provided by the Group’s
performance of its obligation. Property management fee and other services consist of revenue arising
from management contracts, auction services and technical services.

Cost of real estate sales


The Group recognizes costs relating to satisfied performance obligations as these are incurred taking
into consideration the contract fulfillment assets such as connection fees. These include costs of land,
land development costs, building costs, professional fees, depreciation, permits and licenses and
capitalized borrowing costs. These costs are allocated between the sold units being recognized as
cost of sales and the unsold units being recognized as part of real estate inventories.

Contract costs include all direct materials and labor costs and those indirect costs related to contract
performance. Expected losses on contracts are recognized immediately when it is probable that the
total contract costs will exceed total contract revenue. Changes in contract performance, contract
conditions and estimated profitability, including those arising from contract penalty provisions, and
final contract settlements which may result in revisions to estimated costs and gross margins are
recognized in the year in which the changes are determined.

Leasing Revenue
The Group leases its commercial real estate properties to others through operating leases. Rental
income on leased properties is recognized on a straight-line basis over the lease term, or based on a
certain percentage of the gross revenue of the tenants, as provided under the terms of the lease
contract. Contingent rents are recognized as revenue in the period in which they are earned.

Income from Forfeited Collections


Income from forfeited collections recorded under “Interest and other income” is recognized at a point
in time when the deposits from potential buyers are deemed nonrefundable due to prescription of the
period for entering into a contracted sale. Such income is also recognized, subject to the provisions
of Republic Act 6552, Realty Installment Buyer Act, upon prescription of the period for the payment
of required amortizations from defaulting buyers.

Interest Income
Interest income is recognized as it accrues, taking into account the effective yield on the asset.

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Other Income
Other income consists of customer-related fees such as penalties and surcharges are recognized as
they accrue, taking into account the provisions of the related contract.

Cost of Leasing
Cost of leasing pertains to direct costs of leasing the Group’s commercial properties. These costs are
expensed as incurred.

Cost of Services
Cost of services pertains to direct costs of property management and other services. These costs are
expensed as incurred.

General and Administrative Expenses


General and administrative expenses constitute costs of administering the business and are expensed
as incurred.

Contract Balances
Installment contract receivables (ICRs)
ICRs pertain to any excess of progress of work over the right to an amount of consideration that is
unconditional (i.e., only the passage of time is required before payment of the consideration is due).

Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group
has received consideration (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognized when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognized as revenue when the Group performs under the contract. The contract
liabilities also include payments received by the Group from the customers for which revenue
recognition has not yet commenced.

Costs to Obtain Contract


The incremental costs of obtaining a contract with a customer are recognized as an asset if the Group
expects to recover them. The Group has determined that commissions paid to brokers and marketing
agents on the sale of pre-completed real estate units are deferred when recovery is reasonably
expected and are recorded as “Prepaid commissions” in the consolidated statement of financial
position. These are charged to expense in the period in which the related revenue is recognized as
earned. Commission expense is included in the “General and administrative expenses” account in the
consolidated statement of comprehensive income.

Costs incurred prior to obtaining contract with customer are expensed as incurred.

Pension Cost
Pension cost is computed using the projected unit credit method. This method reflects services
rendered by employees up to the date of valuation and incorporates assumptions concerning
employees’ projected salaries. Actuarial valuations are conducted with sufficient regularity, with an
option to accelerate when significant changes to underlying assumptions occur.

Pension cost includes current service cost, interest cost, past service cost and gains and losses, and
curtailment and non-routine settlement.

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The liability recognized by the Group in respect of the funded defined benefit pension plan is the
present value of the defined benefit obligation at the reporting date. The defined benefit obligation is
calculated by independent actuaries using the projected unit credit method. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows using risk-
free interest rates of government bonds that have terms to maturity approximating the terms of the
related pension liabilities or applying a single weighted average discount rate that reflects the
estimated timing and amount of benefit payments.

Remeasurements, comprising of actuarial gains or losses, the effect of the asset ceiling, excluding net
interest cost and the return on plan assets (excluding net interest), are recognized immediately in the
consolidated statement of financial position with a corresponding debit or credit to other
comprehensive income (OCI) in the period in which they occur. Remeasurements are not reclassified
to profit or loss in subsequent periods.

Income Taxes
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute
the amount are those that have been enacted or substantively enacted as of the reporting date.

Deferred tax
Deferred tax is provided using the balance sheet liability method on temporary differences, with
certain exceptions, at the reporting date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, including asset
revaluations. Deferred tax assets are recognized for all deductible temporary differences, carry
forward benefit of unused tax credits from the excess of minimum corporate income tax (MCIT) over
regular corporate income tax (RCIT), and unused net operating loss carryover (NOLCO), to the
extent that it is probable that sufficient taxable income will be available against which the deductible
temporary differences and the carry forward of unused tax credits from MCIT and unused NOLCO
can be utilized. Deferred tax, however, is not recognized on temporary differences that arise from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting income nor taxable income.

Deferred tax liabilities are not provided on non-taxable temporary differences associated with
investments in domestic subsidiaries and associate.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable income will be available to allow all or part
of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable profit
will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.

Value-added Tax (VAT)


Revenues, expenses, and assets are recognized net of the amount of VAT, if applicable.

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When VAT from sales of goods and/or services (output VAT) exceeds VAT passed on from
purchases of goods or services (input VAT), the excess is recognized as payable and is included as
part of the “Accounts and other payables” account in the consolidated statement of financial position.
When VAT passed on from purchases of goods or services (input VAT) exceeds VAT from sales of
goods and/or services (output VAT), the excess is recognized as an asset and is included as part of the
“Other current assets” and “Other noncurrent assets” accounts in the consolidated statement of
financial position to the extent of the recoverable amount.

Foreign Currency Transactions


Transactions denominated in foreign currencies are initially recorded using the exchange rates
prevailing at transaction dates. Foreign currency-denominated monetary assets and liabilities are
retranslated using the closing exchange rates at reporting date. Exchange gains or losses arising from
foreign currency transactions are credited to or charged against current operations.

Segment Reporting
The Group’s operating businesses are organized and managed separately according to the nature of
the products and services provided, with each segment representing a strategic business unit that
offers different products and serves different markets. Financial information on the Group’s business
segments is presented in Note 31 to the consolidated financial statements.

Earnings Per Share


Basic earnings per share (EPS) is computed by dividing net income attributable to common
stockholders by the weighted average number of common shares issued and outstanding during the
year and adjusted to give retroactive effect to any stock dividends declared during the period. The net
income attributable to common stockholders of the Parent Company is net of dividends attributable to
preferred stockholders.

Diluted EPS is computed by dividing net income attributable to common equity holders by the
weighted average number of common shares issued and outstanding during the year plus the weighted
average number of common shares that would be issued on conversion of all the dilutive potential
common shares. The calculation of diluted EPS does not assume conversion, exercise or other issue
of potential common shares that would have an antidilutive effect on earnings per share.

As of December 31, 2021, 2020 and 2019, the Group has no potentially dilutive common shares.

Events After the Reporting Date


Post year-end events up to the date of auditor’s report that provide additional information about the
Group’s position at the reporting date (adjusting events) are reflected in the consolidated financial
statements. Post year-end events that are not adjusting events are disclosed in the consolidated
financial statements when material.

3. Significant Accounting Judgments and Estimates

The preparation of the consolidated financial statements in compliance with PFRSs requires the
Group to make judgments and estimates that affect the amounts reported in the consolidated financial
statements and accompanying notes. The judgments, estimates and assumptions used in the
accompanying consolidated financial statements are based upon management’s evaluation of relevant
facts and circumstances as of the date of the consolidated financial statements. Future events may
occur which will cause the judgments and assumptions used in arriving at the estimates to change.
The effects of any change in judgments and estimates are reflected in the consolidated financial
statements as they become reasonably determinable.

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Judgments and estimates are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements.

Material partly-owned subsidiaries


The consolidated financial statements include additional information about subsidiaries that have NCI
that are material to the Company (see Note 21). Management determined material partly-owned
subsidiaries as those with carrying value of NCI greater than 5% of total NCI as at end of the year.

Existence of a contract
The Group’s primary document for a contract with a customer is a signed CTS. It has determined,
however, that in cases wherein CTS are not signed by both parties, the combination of its other signed
documentation such as reservation agreement, official receipts, buyers’ computation sheets and
invoices, would contain all the criteria to qualify as contract with the customer under PFRS 15.

Revenue recognition method and measure of progress


The Group concluded that revenue for real estate sales is to be recognized over time because: (a) the
Group’s performance does not create an asset with an alternative use; and (b) the Group has an
enforceable right for performance completed to date. The promised property is specifically identified
in the contract and the contractual restriction on the Group’s ability to direct the promised property
for another use is substantive. This is because the property promised to the customer is not
interchangeable with other properties without breaching the contract and without incurring significant
costs that otherwise would not have been incurred in relation to that contract. In addition, under the
current legal framework, the customer is contractually obliged to make payments to the developer up
to the performance completed to date. In addition, the Group requires a certain percentage of buyer's
payments of total selling price (buyer's equity), to be collected as one of the criteria in order to initiate
revenue recognition. Reaching this level of collection is an indication of buyer’s continuing
commitment and the probability that economic benefits will flow to the Group. The Group considers
that the initial and continuing investments by the buyer of about 5% would demonstrate the buyer’s
commitment to pay.

The Group has determined that output method used in measuring the progress of the performance
obligation faithfully depicts the Group’s performance in transferring control of real estate
development to the customers.

Incorporation of forward-looking information


The Group incorporates forward-looking information into both its assessment of whether the credit
risk of an instrument has increased significantly since its initial recognition and its measurement of
ECL.

To do this, the Group has considered a range of relevant forward-looking macro-economic


assumptions for the determination of unbiased general industry adjustments and any related specific
industry adjustments that support the calculation of ECLs. Based on its evaluation and assessment
and after taking into consideration external actual and forecast information, the Group considers a
representative range of possible forecast scenarios. This process involves gathering two or more
economic scenarios and considering the relative probabilities of each outcome. External information

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includes economic data and forecasts published by governmental bodies, monetary authorities and
selected private-sector and academic institutions.

The Group has identified and documented key drivers of credit risk and credit losses of each portfolio
of financial instruments and, using an analysis of historical data, has estimated relationships between
macro-economic variables and credit risk and credit losses.

Predicted relationship between the key indicators and default and loss rates on various portfolios of
financial assets have been developed based on analyzing historical data over the past 5 years. The
methodologies and assumptions including any forecasts of future economic conditions are reviewed
regularly.

The Group has not identified any uncertain event that it has assessed to be relevant to the risk of
default occurring but where it is not able to estimate the impact on ECL due to lack of reasonable and
supportable information.

Definition of default and credit-impaired financial assets


The Group defines a financial instrument as in default, which is fully aligned with the definition of
credit-impaired, when it meets one or more of the following criteria:

 Quantitative criteria
The borrower is more than 90 days past due on its contractual payments, i.e. principal and/or
interest, which is consistent with the regulatory definition of default.

 Qualitative criteria
The borrower meets unlikeliness to pay criteria, which indicates the borrower is in significant
financial difficulty. These are instances where:
 The borrower is experiencing financial difficulty or is insolvent
 The borrower is in breach of financial covenant(s)
 An active market for that financial assets has disappeared because of financial difficulties
 Concessions have been granted by the Group, for economic or contractual reasons relating to
the borrower’s financial difficulty
 It is becoming probable that the borrower will enter bankruptcy or other financial
reorganization
 Financial assets are purchased or originated at a deep discount that reflects the incurred credit
losses.

The criteria above have been applied to all financial instruments held by the Group and are consistent
with the definition of default used for internal credit risk management purposes. The default
definition has been applied consistently to model the Probability of Default (PD), Loss Given Default
(LGD) and Exposure at Default (EAD) throughout the Group’s expected loss calculation.

An instrument is considered to be no longer in default (i.e., to have cured) when it no longer meets
any of the default criteria for a consecutive period of six months as it has exhibited a satisfactory
track record. This period of six months has been determined based on an analysis which considers
the likelihood of a financial instrument returning to default status after cure using different possible
cure definitions.

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Determining the incremental borrowing rate and lease term of contracts with renewal options
The Group uses its incremental borrowing rate (IBR) to measure lease liabilities because the interest
rate implicit in the lease is not readily determinable. The IBR is the rate of interest that the Group
would have to pay to borrow over a similar term, and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-use assets in a similar economic environment. The
IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when they need to be adjusted to reflect the terms and conditions of the lease (for example, when
leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable
inputs (such as market interest rates) when available and is required to make certain entity-specific
estimates (such as the subsidiary’s stand-alone credit rating).

The Group determines the lease term as the non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the right at its option, to lease the assets for additional terms. The Group applies
judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it
considers all relevant factors that create an economic incentive for it to exercise the renewal. After
the commencement date, the Group reassesses the lease term if there is a significant event or change
in circumstances that is within its control and affects its ability to exercise the option to renew such as
a change in business strategy.

Receivable financing
The Group has entered into various receivable financing transactions with local banks to assign its
ICRs. The Group has determined that it has retained substantially all the risks and rewards of
ownership of these assets. Thus, the Group still retains the assigned ICRS in the consolidated
financial statements and records the proceeds from these assignment as long-term debt.

Classification of deposit for preferred shares subscription


The Group determined that CALC’s preferred shares under the “Other noncurrent liabilities” account
are compound financial instruments, which contain both liability and equity components. However,
prior to full payment and availability of the rooms through the completion of the project, the Group
has determined that amounts received from the buyers of preferred shares are classified as “Deposits
for preferred shares subscription” under the “Other noncurrent liabilities” account since the
shareholders’ rights to the 28 free nights to stay at the hotel and contractual right to dividends
will inure to the shareholder only upon full payment and availability of the rooms. As of
December 31, 2021, the facility is under construction representing an obligation on the part of the
Group under the terms of the subscription agreements. The facility is expected to be completed in
2022.

Operating lease commitments - the Group as a lessor


Management has determined that the Group retains all significant risks and rewards of underlying
assets and thus, accounts for the contracts as operating leases. The ownership of the underlying assets
is not transferred to the lessee by the end of the lease term. Leasing revenue amounted to
=1,200.37 million, =
P P795.03 million and = P713.38 million in 2021, 2020 and 2019, respectively.

Management’s Use of Estimates and Assumptions


The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.

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Revenue recognition on real estate projects


The Group’s revenue recognition require management to make use of estimates and assumptions that
may affect the reported amounts of revenues and costs. The Group’s revenue from real estate and
construction contracts is recognized based on POC are measured principally on the basis of the
estimated completion of a physical proportion of the contract work. Apart from involving significant
estimates in determining the quantity of imports such as materials, labor and equipment needed, the
assessment process for the POC is complex and requires technical determination by management’s
specialists (third-party project engineers).

The pandemic has slowed construction and collections resulting to a 17% decline in total real estate
sales revenue. However, as affordable housing projects are located outside Metro Manila, the
Company was able to resume construction as soon as the restrictions from provincial cities were
lifted. Accordingly, initial recognition of real estate sales revenues from newly launched projects of
affordable housing projects in 2020 offsets such decline.

While mall operations declined, the impact on the leasing portfolio is not significant as its
contribution is marginal to the total revenue of the Company prior to the COVID-19 pandemic. The
increase in leasing revenue is a result of the initial rentals from the recently completed Century
Diamond Tower in 2020.

Collectability of the sales price


In determining whether the sales price is collectible, the Group considers that the initial and
continuing investments by the buyer of 5% would demonstrate the buyer’s commitment to pay.
Based on the historical trend of cancellations of customer contracts, the management believes that 5%
continues to be reasonable. The revenue arising from these sales contracts amounted to
=7,664.40 million, =
P P9,482.62 million and = P12,685.39 million in 2021, 2020 and 2019, respectively
(see Note 31).

Fair value of investment properties


The Group carries its investment properties at fair value, with changes in fair value being recognized
in profit or loss except for investment properties under construction. The Group determined that the
fair value of its investment properties under construction cannot yet be reliably measurable, as such
these investment properties are measure at cost. Once the construction is complete or the fair value is
reliably measurable, whichever comes first, the Group will measure the investment property at fair
value.

For its investment properties that are complete and whose fair values are reliably measurable, the
Group engages annually independent valuation specialists to determine its fair value. The appraisers
used income approach for its land and buildings which are based on future cash flows available
for such properties. Gain from change in fair value of investment properties amounted to
=
P225.50 million, =P558.62 million and = P260.93 million in 2021, 2020 and 2019, respectively.
The carrying value of the investment properties amounted to = P13,995.03 million and P=13,627.58
million as of December 31, 2021 and 2020, respectively (see Note 11).

Evaluation of impairment of financial assets


The Group uses a provision matrix to calculate ECLs for cash and cash equivalents, short-term
investments, receivables other than ICRs, due from related parties, rental deposits and investment in
bonds. The provision rates are based on days past due for groupings of various customer segments
that have similar loss patterns. The Group incorporates forward-looking information into both its
assessment of whether the credit risk of an instrument has increased significantly since its initial
recognition and its measurement of ECL.

*SGVFS163537*
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The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust the historical credit loss experience with forward-looking
information such as inflation and GDP growth rates. At every reporting date, the historical observed
default rates are updated and changes in the forward-looking estimates are analyzed.

The Group uses vintage analysis approach to calculate ECLs for ICRs. The vintage analysis accounts
for expected losses by calculating the cumulative loss rates of a given loan pool. It derives the
probability of default from the historical data of a homogenous portfolio that share the same
origination period. The information on the number of defaults during fixed time intervals of the
accounts is utilized to create the PD model. It allows the evaluation of the loan activity from its
origination period until the end of the contract period.

The Group defines a financial instrument as in default when a customer is more than 90 days past due
on its contractual obligations. However, in certain cases, the Group may also consider a financial
asset to be in default when internal or external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full. An instrument is considered to be no longer in
default (i.e., to have cured) when it no longer meets any of the default criteria.

The assessment of the correlation between historical observed default rates, forecast economic
conditions (inflation and interest rates) and ECLs is a significant estimate. The amount of ECLs is
sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical
credit loss experience and forecast of economic conditions may also not be representative of
customer’s actual default in the future.

The Group has considered the impact of COVID-19 pandemic and to the extent applicable revised its
assumptions in determining macroeconomic variables and loss rates in the ECL computation. The
changes in the gross carrying amounts of receivables from the sale of real estate during the year and
impact of COVID-19 pandemic did not materially affect the allowance for ECLs.

There have been no significant changes in estimation techniques or significant assumptions made
during the reporting period.

As of December 31, 2021, and 2020, the allowance for impairment losses on financial assets of
the Group amounted to =
P8.29 million and =
P11.39 million, respectively (see Note 6). As of
December 31, 2021, and 2020, the carrying values of these assets are as follows:

2021 2020
Cash and cash equivalents (Note 4) P
=3,693,074,161 =2,473,555,750
P
Short-term investments 1,032,513,990 285,241,756
Receivables* (Note 5) 9,296,575,856 11,254,939,268
Due from related parties (Note 17) 526,962,834 464,422,862
Rental deposits (Note 13) 110,415,828 132,394,312
Investment in bonds – 463,750,000
*Excluding other receivables that are non-financial in nature amounting to =
P 372.84 million and P
=372.27 million as of
December 31, 2021 and 2020, respectively.

Estimating NRV of real estate inventories


The Group reviews the NRV of real estate inventories and compares it with the cost since assets
should not be carried in excess of amounts expected to be realized from sale. Real estate inventories
are written down below cost when the estimated NRV is found to be lower than the cost.

*SGVFS163537*
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NRV for completed real estate inventories is assessed with reference to market conditions and prices
existing at the reporting date and is determined by the Group having taken suitable external advice
and in light of recent market transactions. NRV in respect of inventory under construction is assessed
with reference to market prices at the reporting date for similar completed property, less estimated
costs to complete construction less an estimate of the time value of money to the date of completion.
The estimates used took into consideration fluctuations of price or cost directly relating to events
occurring after the end of the period to the extent that such events confirm conditions existing at the
end of the period.

The carrying values of real estate inventories amounted to =


P16,143.10 million and P
=14,651.33 million
as of December 31, 2021 and 2020, respectively (see Note 7).

Impairment of nonfinancial assets


The Group assesses impairment on its nonfinancial assets and considers the following important
indicators:
 Significant changes in asset usage;
 Significant decline in assets’ market value;
 Obsolescence or physical damage of an asset;
 Significant underperformance relative to expected historical or projected future operating results;
 Significant changes in the manner of usage of the acquired assets or the strategy for the Group’s
overall business; and
 Significant negative industry or economic trends.

If such indications are present and where the carrying amount of the asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. The
recoverable amount is the asset’s fair value less cost to sell or value in use whichever is higher.

The fair value less cost to sell is the amount obtainable from the sale of an asset in an arm’s length
transaction while value in use is the present value of estimated future cash flows expected to be
generated from the continued use of the asset. The Group is required to make estimates and
assumptions that can materially affect the carrying amount of the asset being assessed.

Considering the above, the Group assessed in 2021 and 2020 that there are indicators of impairment
in respect of its property intended to be operated as a hotel with a carrying value of =
P1,707.34 million
and P=1,705.55 as of December 31, 2021 and 2020, respectively (see Note 12), given the current effect
of the pandemic on the hospitality industry and future economic uncertainties that it brings along.
Accordingly, the Group performed an impairment testing of the relevant asset as a separate cash-
generating unit to determine if the carrying value of such asset is impaired as of December 31, 2021
and 2020. The Group utilized a discounted cash flow model and used certain assumptions (including
discount rate, annual average occupancy rate, performance growth rates, and a terminal value) to
determine the value in use. The model used (a) projected cash flows that incorporated the impact of
the pandemic in 2021 and 2020, (b) a pre-tax discount rate of 12.01% and 10.58% in 2021 and 2020,
respectively, and (c) a growth rate of 5% applied beyond the 10th year projections in 2021 and 2020,
among others. The Group benchmarked these assumptions against historical observations in internal
businesses with similar performance drivers, as well as industry outlook. Based on the impairment
testing performed, the Group did not identify impairment of such property as of December 31, 2021
and 2020. In terms of sensitivity, an impairment loss would have resulted had the growth rate applied
was about 4.60% or lower and 4.95% or lower as at December 31, 2021 and 2020, respectively.

*SGVFS163537*
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The Group did not identify impairment indicators on the other cash generating units of the Group,
mainly on the basis that as consistently observed across the industry, the Group continued to perform
well in 2021 and 2020, in particular in respect of its real estate development segment which is the
core business segment of the Group. The aggregate value of other nonfinancial assets [property and
equipment (except for the hotel property), deposit for purchased land, investments in joint ventures
and associate, deferred tax assets, other assets (excluding rental deposit) and receivables from
employees] is P=5,583.03 million and P =5,533.81million as of December 31, 2021 and 2020,
respectively.

No impairment was recognized for the Group’s nonfinancial assets as of December 31, 2021 and
2020.

Recognition of deferred tax assets


The Group reviews the carrying amounts of deferred tax assets at each reporting date and reduces the
amounts to the extent that it is no longer probable that sufficient taxable income will be available to
allow all or part of the deferred tax assets to be utilized. Significant judgment is required to
determine the amount of deferred tax assets that can be recognized based upon the likely timing and
level of future taxable income together with future planning strategies. The Group assessed its
projected performance in determining the sufficiency of the future taxable income. As of
December 31, 2021, and 2020, the Group has unrecognized deferred tax assets amounting to
=280.35 million and =
P P191.33 million, respectively (see Note 28).

Estimating pension liabilities


The determination of the Group’s pension liabilities and cost of retirement benefits is dependent on
the selection of certain assumptions used by actuaries in calculating such amounts. Those
assumptions are described in the consolidated financial statements and include among others,
discount rates and salary increase rates. While the Group believes that the assumptions are
reasonable and appropriate, significant differences in the actual experience or significant changes in
the assumptions may materially affect the pension liabilities. The Group’s pension liabilities net of
its plan assets amounted to P=279.63 million and =
P372.99 million as of December 31, 2021 and 2020,
respectively (see Note 27).

4. Cash and Cash Equivalents

This account consists of:

2021 2020 2019


Cash on hand and in banks P
=2,607,258,991 =1,163,069,715
P =1,765,436,278
P
Cash equivalents 1,085,815,170 1,310,486,035 2,239,572,953
P
=3,693,074,161 =2,473,555,750
P =4,005,009,231
P

Cash in banks earns interest at the prevailing bank deposit rates.

Cash equivalents are short-term, highly liquid investments that are made for varying periods of up to
three months depending on the immediate cash requirements of the Group and earn interest at the
prevailing short-term rates ranging from 0.25% to 2.125% and 0.30% to 1.50% in 2021 and 2020,
respectively. Interest income on cash and cash equivalents amounted to =P28.69 million,
=68.86 million and =
P P99.29 million in 2021, 2020 and 2019, respectively (see Note 25).

*SGVFS163537*
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5. Short-term Investments

As of December 31, 2021 and 2020, short-term investments amounted to = P1,032.51 million and
=
P285.24 million, respectively. Short-term investments include money market placements exceeding 3
months but less than one year. Short-term investments earn at prevailing short-term interest rate
ranging from 1.50% to% 2.125% in 2021 and 1.2% in 2020.

Interest income earned on short-term investments amounted to =


P11.51 million and =
P0.19 million in
2021 and 2020, respectively.

6. Receivables

This account consists of:

2021 2020
Trade receivables
ICR P
=8,449,607,463 =
P10,447,472,507
Leasing receivable 351,493,631 366,512,959
Management fees 90,710,063 96,026,771
Receivable from employees and agents 372,841,856 372,272,315
Advances to condominium corporations 30,766,235 68,344,391
Advances to customers 76,985,252 76,500,121
Other receivables 297,013,212 200,082,519
9,669,417,712 11,627,211,583
Allowance for estimated credit losses for
management fees and other receivables (8,288,052) (11,389,890)
9,661,129,660 11,615,821,693
Noncurrent portion of ICR (366,000,813) (124,776,589)
P
=9,295,128,847 P=11,491,045,104

ICR pertain to receivables from the sale of real estate properties. These are collectible in monthly
installments over a period of one (1) to five (5) years, bear no interest and with lump sum collection
upon project turnover. Titles to real estate properties are not transferred to the buyer until full
payment has been made.

Details of ICRs are as follows:

2021 2020
Gross ICR P
=10,978,463,658 P
=15,596,119,517
Unamortized discount arising from noninterest-
bearing ICR (312,352,957) (418,129,052)
10,666,110,701 15,177,990,465
Percentage of completion adjustment (2,216,503,238) (4,730,517,958)
Carrying value of ICR 8,449,607,463 10,447,472,507
Non-current portion of ICR (366,000,813) (124,776,589)
Current portion of ICR P
=8,083,606,650 P=10,322,695,918

*SGVFS163537*
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Unamortized discounts
These ICRs were recorded initially at fair value which is derived using the discounted cash flow
model using discount rates ranging from 2.49% to 3.54% and 1.71% to 3.95% in 2021 and 2020,
respectively.

Movements in the unamortized discount on ICRs follow:

2021 2020
Balance at beginning of year P
=418,129,052 =407,890,455
P
Additions 74,339,964 178,606,084
Accretion for the year (180,116,059) (168,367,487)
Balance at end of year P
=312,352,957 =418,129,052
P

Interest income from accretion of unamortized discount on ICRs amounted to =


P180.12 million,
=168.37 million and =
P P504.10 million in 2021, 2020 and 2019, respectively.

Leasing receivables pertain to receivables arising from leasing revenue. These receivables are billed
to tenants and are expected to be collected within one (1) year.

Management fees are revenues arising from property management contracts. These are collectible on
a 15-day to 30-day basis depending on the terms of the management service agreement.

Receivable from employees and agents pertain salary and other loans granted to the employees and
are recoverable through salary deductions. These are noninterest-bearing and are due and
demandable.

Advances to condominium corporations pertain to expenses paid by the Group in behalf of the
condominium corporations for various expenses incurred for the projects already turned over.
These receivables are due and demandable and bear no interest.

Advances to customers pertain to expenses paid by the Group in behalf of the customers for the taxes
and other costs incurred in securing the title in the name of the customers. These receivables are
billed separately to the respective buyers and are expected to be collected within one (1) year.

Others, mainly consist of receivables for repairs and installation cost charge to tenants and
reimbursement of regulatory payments. In 2021 and 2020, “others” included receivable from sales of
investment property amounting to = P42.62 million and = P19.29 million, respectively.

The movements in the allowance for estimated credit losses for receivables are shown below:

2021 2020
Balance at beginning of year P
=11,389,890 =10,989,287
P
Provision, net of reversals – 400,603
Write-offs (3,101,838) –
Balance at end of year P
=8,288,052 =11,389,890
P

The allowance for estimated credit losses pertain to management fees and other receivables.

*SGVFS163537*
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Receivable financing
The Group entered into various agreements with a local bank whereby the Group assigned its ICRs
with recourse at average interest rates ranging from 5.88% to 9.50% and 6.25% to 9.64% in 2021 and
2020, respectively. The assignment agreements provide that the Group will substitute defaulted CTS
with other CTS of equivalent value.

The Group retains the assigned receivables in the consolidated financial statements since the Group
retains the risks and rewards related to these receivables. The Group records the proceeds from
these assignment as long-term debt. The gross amount of ICRs used as collateral amounted to
=2,464.69 million and =
P P6,210.21 million as of December 31, 2021 and 2020, respectively
(see Note 18).

7. Real Estate Inventories

This account consists of:

2021 2020
Condominium units P
=11,826,694,359 =
P11,908,680,712
Residential house and lots 4,064,663,593 2,490,907,124
Land held for future developments 251,741,116 251,741,116
P
=16,143,099,068 P
=14,651,328,952

The roll-forward of this account follows:

2021 2020
Balance at beginning of year P
=14,651,328,952 =P15,558,004,362
Construction costs incurred 4,547,573,952 4,627,612,199
Purchase of land 1,578,137,176 –
Borrowing costs capitalized (Notes 18) 174,479,838 551,180,990
Transfers to investment properties (Note 11) – (2,519,067)
Cost of real estate sales (4,808,420,850) (6,082,949,532)
Balance at end of year P
=16,143,099,068 P=14,651,328,952

General and specific borrowings were used to finance the Group’s ongoing real estate projects. The
related borrowing costs were capitalized as part of real estate inventories. The capitalization rate used
in 2021 and 2020 are 1.25% and 4.50%, respectively, for general borrowing costs.

Real estate inventories recognized as “Cost of real estate sales” amounted to =


P4,808.42 million,
=6,082.95 million and =
P P8,459.54 million in 2021, 2020 and 2019, respectively.

In 2021, the Group purchased land in Batangas intended for development of residential house and lot
amounting to =P1,578.14 million.

The carrying values of real estate inventories mortgaged for trust receipts payables and bank loans
amounted to =P1,163.09 million and P =8,858.44 million as of December 31, 2021 and 2020,
respectively (see Note 18).

*SGVFS163537*
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8. Advances to Suppliers and Contractors

Advances to suppliers and contractors amounting to =P2,426.74 million and P =2,427.70 million as of
December 31, 2021 and 2020, respectively, are capitalized as part of real estate inventories when the
materials have been delivered or services have been rendered by the suppliers and contractors,
respectively. These advances are intended for the construction of the Group’s real estate inventories.

9. Deposits for Purchased Land

This account consists of refundable deposits made to property owners for the acquisition of parcels
of land in which the use is currently undetermined. Deposits for purchased land amounted to
=1,358.81 million and =
P P1,354.24 million as of December 31, 2021 and 2020, respectively.

In 2021, the Group made additional deposits to property owners for the acquisitions of parcels of land
located in Novaliches amounting to =
P15.52 million net of return of deposits in land located in Quezon
City amounting to =
P10.95 million.

In 2020, the Group made additional deposits to property owners for the acquisitions of parcels of land
located in Novaliches amounting to =
P274.80 million.

10. Investments in and Advances to Joint Ventures and Associate

The Group’s investments in joint ventures and associate are shown below:

2021 2020
Joint ventures:
A2Global, Inc. (A2 Global) P
=3,055,000 P3,055,000
=
One Pacstar Realty Corporation (One Pacstar) 213,461,684 204,674,684
Two Pacstar Realty Corporation (Two Pacstar) 49,987,820 49,830,620
Associate:
Asian Breast Center (ABC) 7,999,900 7,999,900
P
=274,504,404 =265,560,204
P

Acquisition cost P
=404,033,094 =404,033,094
P

Accumulated equity in net losses


Balance at beginning of year (138,472,890) (145,264,863)
Share in net earnings 8,944,200 6,791,973
Balance at end of year (129,528,690) (138,472,890)
P
=274,504,404 =265,560,204
P

Investment in A2Global
In 2013, the Parent Company entered into an agreement with Asian Carmakers Corporation and other
individuals which aim to create an entity with the primary purpose to develop, own and manage
properties of all kinds and nature and to develop them into economic and tourism zones, golf course,
theme parks and all other forms of leisure estates.

*SGVFS163537*
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On February 26, 2013, the Parent Company acquired 122,200 shares in A2Global with acquisition
price of P
=3.06 million, for a 48.88% ownership. A2Global has six (6) directors, three (3) from the
Parent Company and three (3) from Asian Carmakers Corp. A2 Global’s principal place of business
is 5th Floor, Pacific Star Building, Gil Puyat Avenue corner Makati Avenue, Makati City.

According to its by-laws, most of the major business decisions of A2Global shall require the majority
decision of its BOD. Because the BOD is equally represented, the arrangement is considered a joint
venture and is measured using the equity method.

As of December 31, 2021, A2Global is still in its pre-operating stage.

Investments in One Pacstar Realty Corporation and Two Pacstar Realty Corporation
On October 22, 2014, CLC entered into an agreement with La Costa Development Corporation, Inc.
(La Costa) to take out the loan of La Costa with Union Bank of the Philippines in its name and for its
sole account. For and in consideration of the loan take out, La Costa transferred, ceded, and
conveyed 196,250 shares of One Pacstar and 42,250 shares of Two Pacstar.

Provisions in the agreement grant CLC to vote using the owned shares in the meetings of the
stockholders of One Pacstar and Two Pacstar. The Group currently owns 50% of the total voting
shares with the remaining 50% owned by La Costa for both One Pacstar and Two Pacstar. This is
tantamount to the two companies having joint control. The primary purpose of One Pacstar and Two
Pacstar is to acquire, own, lease, and manage lands and all other kinds of real estate properties.

One Pacstar and Two Pacstar’s principal place of business is 5th Floor, Pacific Star Building, High
Rise Tower, Gil Puyat cor. Makati Avenue, Makati City.

Following are the significant financial information of the joint ventures as of December 31, 2021 and
2020 and for the years then ended (in millions):

2021 2020
Total assets P
=852 =830
P
Total current liabilities 300 300
Total revenue 24 17
Total expenses 2 3

The Group recognized share in net earnings of the joint ventures amounting to =
P8.94 million,
=6.79 million and =
P P11.18 million in 2021, 2020 and 2019, respectively.

Investment in Asian Breast Center, Inc. (ABC)


On January 7, 2016, the Group acquired 79,999 shares in ABC with an acquisition price of
=8.00 million, for a 16.00% ownership. ABC has five (5) directors, one from the Group and four
P
from ABC. Because the Group only has significant influence, this arrangement is considered as an
investment in associate and is measured using the equity method.

The primary purpose of ABC is to provide comprehensive ambulatory care for women afflicted with
any form of breast disease, including prevention, early detection, early diagnosis, and treatment.
ABC’s principal place of business is 8th Floor, Centuria Medical Makati, Kalayaan Avenue, Makati
City. As of December 31, 2021 and 2020, ABC is still in its pre-operating stage.

*SGVFS163537*
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The Group has not incurred any contingent liabilities as at December 31, 2021 and 2020 in relation to
its interest in the joint ventures and associate, nor do the joint ventures and associate themselves have
any contingent liabilities for which the Group is contingently liable. The Group has not entered into
any capital commitments in relation to its interest in the joint ventures and associate and did not
receive any dividends from the joint ventures and associate.

11. Investment Properties

The Group’s investment properties are classified as follows:

2021 2020
Land P
=5,061,961,969 P=4,089,999,969
Building 7,893,569,468 7,795,021,430
Construction-in-progress 1,039,499,917 1,742,560,983
P
=13,995,031,354 =
P13,627,582,382

Movements in this account are as follows:

2021 2020
Cost:
Balance at beginning of year P
=9,783,127,031 =P9,634,581,666
Construction costs incurred 248,757,808 113,329,077
Borrowing cost capitalized (Note 18) 20,247,969 62,112,511
Sale of property (89,709,925) (29,415,290)
Transfer from real estate inventories (Note 7) – 2,519,067
Balance at end of year 9,962,422,883 9,783,127,031
Change in fair value:
Balance at beginning of year 3,844,455,351 3,297,942,219
Sale of property (37,342,500) (12,107,886)
Gain from change in fair value of investment
property 225,495,620 558,621,018
Balance at end of year 4,032,608,471 3,844,455,351
P
=13,995,031,354 P
=13,627,582,382

Construction-in-progress pertains to properties being constructed that are intended to be leased out.

As of December 31, 2021 and 2020, the Group has investment properties under construction located
in Century City and Bonifacio Global City. The Group has contractual obligations to develop these
properties amounting to =
P75.8 million and nil as of December 31, 2021 and 2020, respectively.

In 2019, the Group sold portion of its Papermoon at a gain amounting to = P3.52 million (see Note 25).
In 2021 and 2020, the Group sold portion of its medical office at a loss amounting P
=34.13 million and
=12.98 million.
P

The Group recorded gain on fair value of investment properties amounting to =


P225.50 million,
=558.62 million and =
P P260.93 million in 2021, 2020 and 2019, respectively.

*SGVFS163537*
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Investment properties are stated at fair value, which has been determined based on valuations
performed by Cuervo Appraisers, Inc., an accredited independent valuer, as of December 31, 2021
and 2020. Cuervo Appraisers, Inc. is an industry specialist in valuing these types of investment
properties.

For the Group’s leasing properties, the Group adopted the discounted cash flow analysis which
considers the future cash flows from lease contracts.

The fair value of the investment properties classified as buildings and land in the consolidated
financial statements is categorized within level 3 of the fair value hierarchy.

The key assumptions used to determine the fair value of the investment properties and sensitivity
analyses are as follows:

Valuation Significant unobservable Range


Property technique inputs 2021 2020
Land and DCF Discount rates for similar Discount rate - Discount rate -
Buildings lease contracts, market rent 11.13 % to 11.01 % to 11.44%
levels, expected vacancy and 11.61%
expected maintenance.
Market rent
Market rent levels -
levels - P
=400 to
=400 to
P
P
=1,500/sqm per
=1,500/sqm per
P
month
month
Expected
vacancy - 5% to Expected vacancy -
45%; 5% to 58%;
Expected
Expected
maintenance -
maintenance - 2%
2% to 10% of
to 10% of gross
gross revenue
revenue

For DCF, the higher the market rent levels, the higher the fair value. Also, the lower the expected
vacancy, maintenance and discount rate, the higher the fair value.

In 2021, 2020 and 2019, the Group recognized leasing revenue from the use of the said real properties
amounting to = P1,200.36 million, P =795.03 million and =P713.38 million, respectively, and incurred
direct cost of leasing amounting to = P352.04 million, =
P226.53 million and =P217.45 million,
respectively, in relation to these investment properties.

The carrying values of investment properties mortgaged for trust receipts payables and bank loans
amounted to =
P5,507.65 and = P3,931.34 as of December 31, 2021 and 2020, respectively (see Note 18).

*SGVFS163537*
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12. Property and Equipment

The composition and movements of this account are as follows:

2021
Office Computer Furniture Transportation Leasehold Construction Construction - Right-of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment in -Progress Assets Total
Cost
At January 1 P
=77,714,432 P
=65,239,942 P
=30,907,181 P
=62,155,114 P
=78,023,604 P
=251,492,426 P
=1,705,550,923 P
=11,572,605 P
=2,282,656,227
Additions 1,420,568 17,860,972 1,327,667 2,433,170 2,435,926 – 3,071,214 76,292,858 104,842,375
Disposals (14,991,406) (345,853) – – – – (1,280,000) – (16,617,259)
At December 31 64,143,594 82,755,061 32,234,848 64,588,284 80,459,530 251,492,426 1,707,342,137 87,865,463 2,370,881,343
Accumulated Depreciation
At January 1 52,130,244 41,391,311 28,524,273 53,174,139 67,044,938 251,492,426 – 5,304,110 499,061,441
Depreciation 6,997,835 13,049,194 3,254,319 4,626,318 4,708,128 – – 27,819,739 60,455,533
Disposals (4,157,650) (314,150) – – – – – – (4,471,800)
At December 31 54,970,429 54,126,355 31,778,592 57,800,457 71,753,066 251,492,426 – 33,123,849 555,045,174
Net Book Values at December 31 P
=9,173,165 P
=28,628,706 P
=456,256 P
=6,787,827 P
=8,706,464 P
=– P
=1,707,342,137 P
=54,741,614 P
=1,815,836,169

2020
Office Computer Furniture Transportation Leasehold Construction Construction - Right-of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment in -Progress Assets Total
Cost
At January 1 P63,888,256
= P51,735,754
= =38,256,241
P =79,591,287
P =70,149,946
P =251,492,426 =
P P1,520,409,911 P71,933,617 =
= P2,147,457,438
Additions 13,826,176 13,511,016 1,484,694 1,163,929 7,873,658 – 185,141,012 11,572,605 234,573,090
Disposals – (6,828) (8,833,754) (18,600,102) – – – (71,933,617) (99,374,301)
At December 31 77,714,432 65,239,942 30,907,181 62,155,114 78,023,604 251,492,426 1,705,550,923 11,572,605 2,282,656,227
Accumulated Depreciation
At January 1 41,572,868 30,798,416 33,637,542 66,423,374 60,814,069 251,491,859 – 14,596,999 499,335,127
Depreciation 10,557,376 10,599,723 3,352,321 4,295,012 6,230,869 567 – 18,849,731 53,885,599
Disposals – (6,828) (8,465,590) (17,544,247) – – – (28,142,620) (54,159,285)
At December 31 52,130,244 41,391,311 28,524,273 53,174,139 67,044,938 251,492,426 – 5,304,110 499,061,441
Net Book Values at December 31 =25,584,188
P =23,848,631
P =2,382,908
P =8,980,975
P =10,978,666
P =– P
P =1,705,550,923 =6,268,495 P
P =1,783,594,786

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Construction-in-progress pertains to the construction cost incurred by the Group for the construction
of Novotel Suites Manila at Acqua 6 Tower of Acqua Private Residences. The Group has contractual
obligations to develop its construction in progress amounting to =
P36.79 million and =P35.00 million as
of December 31, 2021 and 2020, respectively.

The depreciation and amortization of property and equipment in 2021, 2020 and 2019 are recognized
as follows:

2021 2020 2019


General, administrative and
selling expenses
(see Note 22) P
=60,455,533 =53,885,599
P =52,140,622
P

13. Other Assets

This account consists of:

2021 2020
Current:
Prepaid commissions P
=1,061,361,532 =790,695,547
P
Creditable withholding taxes 364,769,290 524,400,246
Input taxes 389,040,814 389,829,714
Prepaid expenses 20,166,817 29,264,331
Others 60,123,867 75,704,474
P
=1,895,462,320 =1,809,894,312
P

Noncurrent:
Prepaid commissions P
=362,839,010 =635,616,658
P
Advances to land-owners 669,234,205 669,234,205
Input taxes 68,380,114 157,363,969
Rental deposits (Note 29) 110,415,828 132,394,312
Creditable withholding taxes 364,473,855 33,899,349
Intangible assets 49,769,338 34,438,719
Deferred financing costs 13,825,625 13,825,625
Others 17,637,444 23,150,160
P
=1,656,575,419 =1,699,922,997
P

Prepaid commissions pertain to capitalized commission expenses payable to its agents on the sale of
its real estate projects related to contracts that have qualified for revenue recognition. These will be
recognized as commission expense under “General, administrative and selling expenses” in the period
in which the related real estate sales are recognized. This also includes prepayments to Century
Integrated Sales, Inc. (CISI) for future services of CISI in relation to managing the Group’s sales
activities which amounted to P =679.79 million and P =294.50 million as of December 31, 2021 and
2020, respectively (see Note 17).

Input taxes are fully realizable and will be applied against output VAT.

Creditable withholding taxes are attributable to taxes withheld by third parties arising from real estate
sale, property management fees and leasing revenues.

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In 2021 and 2020, the Group revisited its forecasted tax payable position as well as its output tax
liability position and accordingly, reclassified a total of =
P364.47 million and =
P33.89 million in
creditable withholding taxes, and =P68.38 million and = P157.36 million in input taxes, respectively, to
noncurrent assets.

Advances to land-owners includes the minimum share of the lot property owners in relation to the
profit-sharing agreement of CDLC with land-owners. In accordance with the profit-sharing
agreement, CDLC advanced this share in significant installments throughout the term of the project.
The advances shall be deducted from the proceeds of the sales and collection of the land-owners’
units.

Rental deposits mostly pertain to security deposits held and applied in relation to the Group’s lease
contracts for its administrative and sales offices. The deposits are noninterest-bearing and are
recoverable through application of rentals at the end of the lease term (see Note 29).

Intangible assets include software costs and trademarks. Software cost includes application software
and intellectual property licenses owned by the Group. Trademarks are licenses acquired separately
by the Group. These licenses arising from the Group’s marketing activities have been granted for a
minimum of 10 years by the relevant government agency with the option to renew at the end of the
period at little or no cost to the Group. Previous licenses acquired have been renewed and enabled
the Group to determine that these assets have an indefinite useful life. The related amortization is
charged to expense as “Depreciation and amortization” in the “General, administrative and selling
expenses” account amounting to = P7.12 million, P
=5.58 million and P
=5.41 million in 2021, 2020 and
2019, respectively (see Note 22). Additions to software amounted to P =22.46 million and
=5.35 million in 2021 and 2020, respectively.
P

Loss from change in fair value of a derivative amounted to =


P76.06 million in 2019. In 2019, the
Group pre-terminated its loan with SCB hence the derecognition of the derivative asset and
recognition of a loss on pre-termination amounting to =
P39.74 million (see Notes 18 and 25).

Others under “Other current assets” pertain mostly to deposits made by preferred shares subscribers
kept in an escrow account with an escrow agent in compliance with the preferred shares subscription
agreement.

As of December 31, 2019, others under “Other noncurrent assets” include stock issuance costs
amounting to =
P52.32 million for the listing of its preferred shares on January 10, 2020. This was
subsequently reclassified as a reduction in equity on the date the preferred shares were issued in 2020.

14. Investment in Bonds

On July 10, 2019, the Group purchased Philippine Peso-denominated, fixed rate bonds amounting to
=463.75 million. The bonds have a maturity of eighteen (18) months from issue date and interest rate
P
of 5.70% per annum. The bonds are rated “AAA” by Philippine Rating Services Corporation.
Investment in bonds is classified and measured as financial assets at amortized cost since the bonds
are held to collect contractual cash flows representing solely payments of principal and interest.
Investment in bonds matured in January 2021.

In 2021, 2020, and 2019 interest income from investment in bonds amounted to nil, =
P25.85 million
and P
=12.74 million, respectively (see Note 25).

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15. Accounts and Other Payables

This account consists of:

2021 2020
Accounts payable P
=3,115,244,079 =3,613,781,270
P
Accrued expenses
Commissions 245,992,063 376,817,470
Salaries 140,477,848 91,066,031
Taxes 95,862,039 91,208,470
Interest 95,157,313 265,843,307
Others 178,834,299 119,998,376
Customers’ advances 944,663,230 430,120,778
Retention payable 288,623,847 318,563,249
Dividends payable 52,980,641 215,064,277
Other payables 93,264,930 69,177,749
P
=5,251,100,289 =5,591,640,977
P

Accounts payable are attributable to the construction costs incurred by the Group. These are
noninterest-bearing and with terms of 15 to 90 days.

Customers’ advances pertain to funding from buyers of real estate for future application against
transfer and registration fees and other taxes to be incurred upon transfer of properties to the buyer.

Retention payable are noninterest-bearing and are normally settled on a 30-day term upon completion
of the relevant contracts.

Others under “Accrued expenses” consist mainly of utilities, marketing costs, professional fees,
communication, transportation and travel, security, insurance, taxes and representation.

16. Contract Liabilities

Contract liabilities consist of collections from real estate customers which have not qualified for
revenue recognition and excess of collections over the recognized receivables based on percentage of
completion. As of December 31, 2021 and 2020, carrying values of contract liabilities amounted to
=3,048.61 million and =
P P1,457.78 million, respectively.

The amount of revenue recognized from amounts included in contract liabilities at the beginning of
the year amounted to =
P939.83 million and =
P1,403.26 million in 2021 and 2020, respectively.

17. Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or common
significant influence which include affiliates.

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Terms and Conditions of Transactions with Related Parties


The Group in their regular conduct of business has entered into transactions with related parties
principally consisting of advances and reimbursement of expenses, development, management,
marketing, leasing and administrative service agreements and purchases which are made at normal
market prices. Outstanding balances at year-end are unsecured and noninterest-bearing. There have
been no guarantees provided or received for any related party receivables or payables. Related party
transactions are settled in cash.

The Group has material related party transactions policies containing the approval requirements and
limits on amounts and extent of related party transactions in compliance with the requirements under
the Revised SRC Rule 68 and SEC Memorandum Circular 10, series of 2019.

The Group has an approval requirement such that material related party transactions shall be reviewed
by the Related Party Transactions Committee (the Committee) and endorsed to the BOD for approval.
Material related party transactions are those transactions that meet the threshold value as approved by
the Committee amounting to = P50.0 million and other requirements as may be recommended by the
Committee.

The related party transactions are shown under the following accounts in the consolidated financial
statements:

Due from Related Parties

Amount of
2021 2020 transaction Terms and Conditions

Ultimate Parent P
=214,713,736 =168,241,771
P =46,471,965 Noninterest bearing, due
P
and demandable,
Officers and stockholders 192,262,658 155,459,433 36,803,225 unsecured, no
impairment
Under common control
CISI 88,799,649 110,553,812 (21,754,163)
CGIC 50,982 24,958 26,024
CRIT 24,193 – 24,193
Entity managed by a related party
CAC 17,709,269 17,709,269 –
Centuria Pharma 13,402,347 12,433,619 968,728
P
=526,962,834 =464,422,862
P =62,539,972
P

Due to Related Parties

Amount of
2021 2020 transaction Terms and Conditions
Noninterest bearing, due
Ultimate Parent P
=241,346,727 =195,430,779
P =45,915,948
P
and demandable,
Officers and unsecured
stockholders 76,012,007 74,575,243 1,436,764
P
=317,358,734 =270,006,022
P =47,352,712
P

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The related party transactions that are eliminated during consolidation follow:

Due from Related Parties

Amount of
2021 2020 transaction Terms and Conditions
Parent Company
CPGI P
=10,446,086,135 =9,009,271,803
P =1,436,814,332
P
Noninterest bearing, due
Subsidiaries: and demandable,
CLC 522,170,492 1,034,644,203 (512,473,711) unsecured, no
PPHI 71,478,085 132,513,010 (61,034,925) impairment
CCDC 3,396,543,208 5,014,132,364 (1,617,589,156)
CCC – – –
CPMI 17,234,737 7,055,206 10,179,531
P
=14,453,512,657 =15,197,616,586
P (P
=744,103,929)

Due to Related Parties


Amount of
2021 2020 transaction Terms and Conditions
Parent Company
CPGI P
=53,990,079 =109,531,551
P (P
=55,541,472)

Subsidiaries: Noninterest bearing, due


CLC 7,101,820,406 7,898,498,323 (796,677,917) and demandable,
PPHI 4,248,151 87,139,889 (82,891,738) unsecured
CCDC 5,909,009,273 5,110,218,668 798,790,605
CCC 1,132,671,380 1,705,870,977 (573,199,597)
CPMI 1,987,315 32,699,663 (30,712,348)
CDLC 249,786,053 253,657,515 (3,871,462)
P
=14,453,512,657 =15,197,616,586
P (P
=744,103,929)

Significant transactions of the Group with related parties are described below:

Due from related parties pertains to advances provided by the Group to the stockholders and other
affiliates.

Due to related parties pertains to advances made by the Group for its capital expenditures. These are
generally noninterest bearing and are due and demandable.

Management agreement
In 2018, the Group contracted CISI to manage all of its sales and marketing activities. CISI is a
wholly owned subsidiary of CPI. Prepayments to CISI for initial marketing services recognized
under “Other current assets” account as of December 31, 2021 and 2020 amounted to P =475.56 million
and P
=294.50 million, respectively (see Note 13).

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Key management compensation


The key management personnel of the Group include all directors, executive, and senior management.
The details of compensation and benefits of key management personnel in 2021, 2020 and 2019
follow:

2021 2020 2019


Short-term employee benefits P
=94,490,013 =135,178,047
P =172,530,681
P
Post-employment benefits
(see Note 27) 4,724,563 5,735,247 8,635,745
P
=99,214,576 =140,913,294
P =181,166,426
P

18. Short-term and Long-term Debts

Short-term Debt
The roll-forward of the Group’s short-term debt follows:

2021 2020
Trust receipts Bank loans Total Trust receipts Bank loans Total
Beginning balance = 496,648,735
P = 315,300,000
P = 811,948,735
P =557,692,919
P =895,000,000
P P
=1,452,692,919
Availments 686,009,738 – 686,009,738 835,818,202 – 835,818,202
Repayments (714,298,390) (315,300,000) (1,029,598,390) (896,862,386) (579,700,000) (1,476,562,386)
Ending balance = 468,360,083
P =–
P = 468,360,083
P =496,648,735
P =315,300,000
P =811,948,735
P

Trust receipts
Trust receipts (TRs) are facilities obtained from various banks to finance purchases of construction
materials the Group’s projects. Under these facilities, the banks pay the Group’s suppliers then
require the Group to execute trust receipts over the goods purchased. The TRs have average interest
rates ranging from 5.75% to 6.25% and 5.75% to 8.75% in 2021 and 2020, respectively. These are
paid monthly or quarterly in arrears with full payment of principal balance at maturity of one year and
with an option to prepay.

Bank loans
Bank loans pertain to the various short-term promissory note (PN) obtained by the Group.

On July 25, 2019, the Group availed of a peso-denominated short-term PN facility with CBC
amounting up to = P1,000.00 million to be issued in multiple tranches. The facility has a term a term of
twelve (12) months with interest payable quarterly. In 2019, the Group availed of = P890.00 million of
the total facility, with interest rate of 5.91%. In 2021 and 2020, repayments related to short-term PNs
with CBC amounted to = P315.30 million and =P574.70 million, respectively.

In 2019, the Group renewed the short-term PN amounting to = P5.00 million from BPI for the same
terms and interest rates. In 2020, the Group fully paid its short-term PN with BPI.

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Long-term Debt
As of December 31, 2021 and 2020, this account consists of:

2021 2020
Long-term debt:
Bank loans P
=8,943,661,794 =
P10,495,477,996
Payable under CTS financing 2,891,444,012 4,351,402,524
Car loan financing 3,501,544 9,295,145
11,838,607,350 14,856,175,665
Less current portion 5,467,828,327 5,447,303,305
Noncurrent portion P
=6,370,779,023 P=9,408,872,360

The roll-forward of the Group’s long-term debt is as follows:

2021
Car Loan
Bank Loans CTS Financing Financing Total
Principal:
Balances at beginning of year P
= 10,608,561,928 P
=4,351,402,524 P
= 9,295,145 P
= 14,969,259,597
Addition 1,737,937,211 941,373,586 − 2,679,310,797
Payments (3,314,770,506) (2,401,332,098) (5,793,601) (5,721,896,205)
Balances at end of year 9,031,728,633 2,891,444,012 3,501,544 11,926,674,189
Deferred financing costs:
Balances at beginning of year 113,083,932 − − 113,083,932
Addition 22,743,202 − − 22,743,202
Amortization (47,760,295) − − (47,760,295)
Balances at end of year 88,066,839 − − 88,066,839
Carrying values P
= 8,943,661,794 P
= 2,891,444,012 P
= 3,501,544 P
= 11,838,607,350

2020
Car Loan
Bank Loans CTS Financing Financing Total
Principal:
Balances at beginning of year =8,525,382,837
P P
=6,914,652,948 =14,013,545
P =
P15,454,049,330
Addition 4,450,000,000 813,715,244 – 5,263,715,244
Payments (2,366,820,909) (3,376,965,668) (4,718,400) (5,748,504,977)
Balances at end of year 10,608,561,928 4,351,402,524 9,295,145 14,969,259,597
Deferred financing costs:
Balances at beginning of year 111,332,382 − − 111,332,382
Addition 86,445,789 − − 86,445,789
Amortization (84,694,239) − − (84,694,239)
Balances at end of year 113,083,932 − − 113,083,932
Carrying values =10,495,477,996
P =
P4,351,402,524 =9,295,145
P P
=14,856,175,665

Bank loans
On January 3, 2018, the Group entered into an Omnibus Agreement with SCB for a senior secured
dollar term loan facility up to USD 40.00 million or = P1,990.00 million to finance the planned
construction and development of its properties and to refinance its unpaid debts. Under this
agreement the utilization of the loan shall be subject to the dollar term loan facility agreement. The
loan facility bears interest rate equal to the screen rate or the reference bank rate plus 3.00% margin
payable quarterly.

Concurrent with the loan agreement, the Group entered into a cross currency and interest rate swap
agreement with SCB to hedge their foreign currency and interest rate risk related to the bank loan
(see Note 13). In 2019, the Group pre-terminated its loans from SCB for a total payment of
=2,933.33 million.
P

*SGVFS163537*
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In 2020 and 2019, the Group availed additional loan from DBP amounting to = P450.00 million and
=581.00 million, respectively, with interest ranging from 3.599% to 5.655% and 6.692% to 6.702%
P
per annum, respectively. The principal amount which has maturities ranging from two (2) to four (4)
years will be used to fund ongoing development of its projects and for additional working capital.

In 2020, repayments related to loans with DBP amounted to =P671.50 million. In 2021, the Group
paid the outstanding balance of the loan amounting to =
P1,065.00 million.

In 2018, the Group entered into an Omnibus Loan and Security Agreement with Amalgated
Investment Bancorporation, for a two-year term-loan with a principal amount of up to
=500.00 million. The loan facility bears interest of 7% per annum.
P

In 2019, the Group availed the remaining undrawn balance of its loan facility from Amalgamated
Investment Bancorporation (AIB) amounting to = P148.90 million, which is payable in two years with
interest of 8.50% per annum and availed another bank loan with AIB amounting to = P100.00 million
with interest of 7.97% per annum. The total principal amount of this loan amounting to
=592.94 million will be payable in May and September 2022.
P

In 2019, the Group obtained a five-year term loan from UCPB amounting to = P1,000.00 million,
which is payable quarterly with interest of 8.42% per annum. As of December 31, 2021 and 2020,
the outstanding balance of this loan amounted to =
P703.52 million and =
P899.63 million, respectively.

On September 17, 2019, the Group refinanced its five-year term loan from BDO amounting to
=3,500.00 million, which is payable semi-annually with interest of 6.31% per annum.
P

On October 28, 2019, the Group renewed a portion of its five-year term loan from BDO amounting to
=700.00 million with a fixed interest of 6.07% fixed for 92 days with an option to reprice over 30-180
P
days as agreed by the parties.

In 2021 and 2020, principal repayments related to loans with BDO amounted to = P420.00 million and
=449.16 million, respectively. As of December 31, 2021 and 2020, the outstanding balance of the
P
Group’s loan on term loan amounted to =P3,272.5 million and P=3,692.5 million, respectively.

On November 12, 2015, the Group obtained a = P2,200 million loan facility with BPI. The weighted
average interest rate is 8.12%. The proceeds were used for the construction of Century Diamond
Tower. Principal repayment will be in installments on each repayment date until its final maturity
date. The repayment period will be from 2022 to 2028.

On August 2020, the Group made an early principal payment on the outstanding balance of the bank
loans with BPI amounting =
P1,606.06 million. The early payment resulted to a loss on loan settlement
amounting to =
P42.23 million recorded under “Interest and other financing charges”.

In 2018, the Group obtained a term loan facility from China Banking Savings amounting to
=500.00 million, with principal payments due quarterly with an interest of 6% per annum.
P
In 2021, the Group paid the outstanding balance amounting to =
P425.18 million.

On July 10, 2020, the Group availed of a five-year term loan facility from China Banking Corporation
amounting to =
P1,600.00 million, with principal payments due quarterly with an interest of 5.13% per
annum. As of December 31, 2021 and 2020, the outstanding balance of this loan amounted
=1,408.00 million and =
P P1,568.00 million, respectively.

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On August 24 and September 2, 2020, the Group entered into a two-year term loan agreement with
CBC amounting to = P1,400.00 million and =P1,000.00 million, respectively. The loan has principal
payments due quarterly with an interest of 4.85% per annum. As of December 31, 2021 and 2020,
the outstanding balance of this loan amounted =
P2,206.67 million and =P2,363.33 million, respectively.

In May 2021, the Group entered into a four-year loan agreement amounting to
=450.00 million with a local bank to finance land development and house construction of its project.
P
The loan bears interest of 4.65% per annum and payable on a quarterly basis amortization. First
interest payment will be made on August 17, 2021. The principal is payable on a quarterly basis after
a two-year grace period. As of December 31, 2021, the outstanding balance of the loan amounted to
=376.11 million.
P

In July 2021, the Group availed another four-year loan agreement amounting to
=470.00 million with BPI and purpose, which is, to finance land development and house construction
P
of its project. The loan bears interest of 5.25% per annum and payable on a monthly basis
amortization. First interest payment will be made on August 2021. The principal is payable on a
quarterly basis to commence at the start of October 2022.

CTS financing
CTS financing pertains to loan facilities which were used in the construction of the Group’s real
estate development projects. The related PNs have terms ranging from twelve (12) to forty-eight (48)
months and are secured by the buyer’s post-dated checks, the corresponding CTS, and parcels of land
held by the Parent Company. The Group retained the assigned ICRs and recorded the proceeds from
these assignments as “Long-term debt”. These CTS loans bear fixed interest rates ranging from
6.00% to 9.50% and 6.25% to 9.64% in 2021 and 2020, respectively.

Security and Debt Covenants


Certain bilateral, trust receipts, payables under CTS financing and bank loans have mortgaged real
estate inventories and assigned ICRs wherein such assets can no longer be allowed to be separately
used as collateral for another credit facility. These mortgaged real estate inventories and assigned
ICR can no longer be used as collateral or surety in favor of banks for any additional loans granted to
the Group. As of December 31, 2021 and 2020, the carrying values of these assets mortgaged for
trust receipts, payables under CTS financing and bank loans are as follows:

2021 2020
Real estate inventories (Note 7) P
=1,163,089,592 =8,858,435,704
P
ICR (Note 6) 2,464,691,627 6,210,206,697
Investment properties (Note 11) 5,507,646,038 3,931,340,000

Certain bilateral loans have covenants to maintain a debt-to-equity ratio of not more than 2.0x and a
debt service coverage ratio of at least 1.2x and current ratio of 1.5x. Debt includes note payables,
short term and long-term debt. The bank loans have a covenant, specific to the projects it is
financing, of having loan to security value of no more than 50% to 60%. Security value includes,
among other things, valuation appraisal by independent appraisers and takes into account the sold and
unsold sales and market value of the properties. The loan agreements require submission of the
valuation of each mortgage properties on an annual basis or upon request of the facility agent. As of
December 31, 2021 and 2020, the Company complied with the provisions of its debt covenants.

*SGVFS163537*
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Under the term loan agreement with CBC, the Parent Company pledged its shares over CCDC II
amounting to =
P1,900.00 million (see Note 21). The Pledged Shares include the following:

 the Acquisition Shares, including the Directors’ Shares, and the After Acquired Shares
and all the rights, title and interest of any kind or character therein, together with all accessory
contracts in relation thereto;
 all rights, benefits, dividends, loss proceeds, indemnities, insurance payments, and other
payments received by or due to the Security Grantor in lieu of, or inherent to, or in connection
with, the Pledged Shares; and
 all Property of every nature and description whether now owned or hereafter acquired as proceeds
for, in exchange for, in substitution of, or replacement of any of the Pledged Shares.

Borrowing Costs
Borrowing costs capitalized by the Company in 2021, 2020 and 2019 amounted to =
P194.73 million,
=613.29 million and =
P P946.29 million, respectively (see Notes 7 and 11).

Interest Expense
Interest expense for the notes payable, short term and long-term debt in 2021, 2020 and 2019
amounted to =P386.31 million, P=487.88 million and =P452.39 million, respectively (see Note 26).

19. Liabilities from Purchased Land

This account pertains to the outstanding payable of the Group for the cost of land purchases
recognized under “Real estate inventories” as follows:

2021 2020
Current P
=67,200,000 P67,200,000
=
Noncurrent 141,145,286 208,335,743

20. Bonds Payable

This account consists of the following:

2021 2020
Principal:
Three-year-bond P
=6,000,000,000 =3,000,000,000
P
Seven-year bond − 119,110,000
6,000,000,000 3,119,110,000
Deferred financing cost:
Balances at beginning of year 34,343,713 59,607,834
Addition 60,242,941 −
Amortization (41,782,083) (25,264,121)
Balances at end of year 52,804,571 34,343,713
Carrying value 5,947,195,429 3,084,766,287
Less: current portion 2,992,055,358 118,781,010
Noncurrent portion P
=2,955,140,071 =P2,965,985,277

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On December 14, 2020, the Board approved the Parent Company’s application of public offering of
unsecured fixed-rate peso denominated retail bonds in amount of Two Billion Pesos (P
=2,000,000,000)
with an Oversubscription Option of up to One Billion Pesos (P
=1,000,000,000).

On February 10, 2021, the Securities and Exchange Commission approved the Parent Company’s
application of public offering of unsecured fixed-rate peso denominated retail bonds in amount of
Two Billion Pesos (P =2,000,000,000) with an Oversubscription Option of up to One Billion Pesos
(P
=1,000,000,000). On March 1, 2021, the Parent Company listed at the PDEx its three-year bonds,
with interest rates of 4.8467% p.a.

On April 15, 2019, CPGI listed at the PDEx its three-year bonds, with interest rates of 7.8203% p.a.
The =
P3.00 billion proceeds of the bonds will be used to partially finance development costs for
CPGI's affordable housing and townhome projects. The bonds are rated “AA” by Credit Rating and
Investor Services Philippines Inc. (CRISP).

On March 2020, the five-and-half year bond payable amounting to =


P1.39 billion was paid in full. As
of December 31, 2021, the seven-year bond payable amounting to =
P119.11 million was paid in full.

Application for Public Offering of Retail Bonds


On December 17, 2021, the Board approved the Parent Company’s application for the establishment
of an up to Six Billion Pesos (P=6,000,000,000) Debt Securities program and, as initial tranche thereof,
the public offering of five (5)-year unsecured fixed-rate peso denominated retail bonds in the amount
of Two Billion Pesos (P =2,000,000,000) with an Oversubscription Option of up to One Billion Pesos
(P
=1,000,000,000) to be filed with the Securities and Exchange Commission.

Borrowing Costs Capitalized


Borrowing cost capitalized amounted to =P115.46 million in 2019 (see Notes 7, 11 and 12). There are
no borrowing cost capitalized in 2021 and 2020.

Interest Expense and Other Finance Charges


Interest and other financing charges from bonds payable in 2021, 2020 and 2019 amounted to
=404.00 million, P
P =291.48 million and =P289.74 million, respectively (see Note 26).

21. Equity

Earnings per share


Basic earnings per share amounts attributable to equity holders of the Parent Company in 2021, 2020
and 2019 are as follows:

2021 2020 2019


Net income attributable to the
owners of the Parent Company P
=950,750,431 =795,555,466
P =1,281,748,829
P
Dividends declared to preferred
shares 50,382,750 352,679,250 −
900,367,681 442,876,216 1,281,748,829
Weighted average number of shares 11,599,600,690 11,599,600,690 11,599,600,690
Basic earnings per share P
=0.08 =0.04
P =0.11
P

*SGVFS163537*
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Earnings per share are calculated using the consolidated net income attributable to the equity holders
of Parent Company less dividend declared to preferred shares divided by the weighted average
number of shares. The Group has no potentially dilutive ordinary shares as of December 31, 2021,
2020 and 2019.

Common shares
The Group’s authorized capital stock and issued and subscribed shares amounted to 18,000.00 million
shares and 11,699.72 million shares, respectively as of December 31, 2021 and 2020. There are no
movements in the Group’s authorized, issued and subscribed shares in 2021, 2020 and 2019.

The following summarizes the Group’s record of registration of securities under the Revised
Securities Regulation Code:

On February 09, 2000, the Parent Company was listed with the Philippine Stock Exchange with a
total of 3,554.72 million common shares, issued, paid and outstanding. The offering of the shares
was at =P1.00 per share.

On November 11, 2014, the Philippine Stock Exchange, Inc. approved the application of the Group to
list additional 730.32 million common shares, with a par value of =
P0.53 per share, to cover the
Group’s 20.62% stock dividend declaration to stockholders of record as of October 27, 2014 which
was paid on November 14, 2014.

On August 30, 2019, the Group’s BOD authorized and approved the amendment of the stockholders’
resolution dated September 29, 2017, specifically: (a) change in the par value of the proposed
reclassified 3.00 billion Preferred Shares from P
=1.00 to =
P0.53 per share and (b) no increase in the
authorized capital stock of the Parent Company, together with the consequent amendment of article
nine of the amended articles of incorporation of the Parent Company. The amendment was approved
by the SEC in January 2020.

As of December 31, 2021 and 2020, the Parent Company had 497 and 498 stockholders, respectively,
with at least one board lot at the PSE, for a total of 11,599,600,690 (P
=0.53 par value) issued and
outstanding common shares.

Preferred stock
On January 10, 2020, the Parent Company listed at the main board of the PSE its maiden follow-on
offering of preferred stock under the trading symbol “CPGP”. These preferred stock are cumulative,
non-voting, non-participating and redeemable at the option of the Parent Company. The Parent
Company offered 20 million preferred stock at = P100.00 each with an oversubscription option of up to
10 million preferred stock on December 16, 2019 to January 3, 2020, after the SEC issued an order
rendering the Registration Statement that was filed on October 19, 2019 effective and a
corresponding permit to offer the securities for sale. The initial dividend rate was set at 6.7177% per
annum. The dividends on the preferred stock shall be paid quarterly, every January 10, April 10,
July 10, and October 10 of each year.

The 30,000,000 preferred stock with a par value of = P0.53 were fully subscribed totaling
=15.90 million. Additional paid-in capital from preferred stock amounted P
P =2,984.10 million and
P99.06 million resulting in a net additional paid-in capital P
issuance cost totaled = =2,885.03 million.
Total cash received from issuance of preferred shares amounted to = P2,910.77 million

Deposits from stockholders presented as “Deposit for future stock subscription” in the consolidated
statement of financial position received by the Parent Company in 2019 amounting to = P42.48 million
were applied as payment for the issuance of shares of stock in 2020.

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The rollforward of preferred stock of the Parent Company as of December 31 is as follows:

2021 2020
Authorized preferred stock, P
=0.53 par value 3,000,000,000 3,000,000,000
Issued preferred stock:
Balance at beginning of year 30,000,000 −
Issued during the year − 30,000,000
Balance at end of year 30,000,000 30,000,000

There is no movement of preferred stock in 2021.

Treasury shares
On January 7, 2013, the BOD of the Parent Company approved a share buyback program for those
shareholders who opt to divest of their shareholdings in the Parent Company. A total of
=800.00 million worth of shares were up for buyback for a time period of up to 24 months. In 2014
P
and 2013, a total of 85.68 million shares and 14.44 million shares were reacquired at a total cost of
=87.15 million and =
P P22.52 million, respectively.

As of December 31, 2021 and 2020, treasury shares amounted to =


P109.67 million consisting of
100.12 million shares.

Retained earnings
Retained earnings include the accumulated equity in undistributed net earnings of consolidated
subsidiaries amounting to =
P9,814.34 million and P
=9,028.47 million as of December 31, 2021 and
2020, respectively.

The subsidiaries’ retained earnings available for dividend declaration, after reconciling items,
amounted to =P5,672.06 million and P=5,074.82 million as of December 31, 2021 and 2020,
respectively. Reconciling items include non-cash income from accumulated gains from fair value of
investment property amounting = P4,032.61 million and = P3,844.46 million, as of December 31, 2021
and 2020, respectively (see Note 11).

Retained earnings are further restricted for the payment of dividends to the extent of the cost of
treasury shares.

These amounts are not available for dividend declaration until these are declared by the subsidiaries.

Cash dividend declaration


On July 21, 2021, the BOD approved the declaration of =P0.0050 per share cash amounting to
=114.92 million for the common shares for distribution to the stockholders of the Parent Company of
P
record as of August 6, 2021 with payment date on August 18, 2021, and of record as of October 7,
2021 with payment date on October 18, 2021. On December 31, 2021, all dividends declared were
paid.

On November 29, 2021, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to =
P50.38 million for shares of record January 5, 2022 with
payment date on January 10, 2022. As of December 31, 2021, the dividends declared remained
unpaid.

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On December 22, 2020, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to = P201.53 million for shares of record January 5, 2021
with payment date on January 11, 2021, shares of record date April 6, 2021 with payment date on
April 12, 2021, shares of record date July 6, 2021 with payment date on July 12, 2021 and shares of
record date October 6, 2021 with payment date on October 11, 2021.

On August 26, 2020, the BOD approved the declaration of = P0.0063 per share cash amounting to
=147.85 million for the common stock for distribution to the stockholders of the Parent Company of
P
record September 10, 2020 and November 6, 2020. On September 18, 2020 and November 18, 2020,
dividends amounting to =P146.03 million were paid.

On July 1, 2020, the BOD approved the declaration of cash dividends for the preferred shares with
dividend rate of 6.7177% amounting to =P100.77 million for shares of record July 8, 2020 with
payment date on July 10, 2020, and of record date October 6, 2020 with payment date on October 12,
2020.

On March 20, 2020, the BOD approved the declaration of cash dividends for the preferred shares with
dividend rate of 6.7177% amounting to =
P50.38 million with payment date on April 13, 2020.

Total unpaid dividends amounted to =


P52.98 million and =
P215.06 million in 2021 and 2020,
respectively (see Note 15).

Other components of equity


Other components of equity mainly pertain to the equity reserve recognized between the
consideration paid by Mitsubishi Corporation (MC) and the carrying value of the net assets of TPI I,
TPI II, TPI III and CCDC II given up amounting to =P104.49 million as of December 31, 2021 and
2020. This also includes the remeasurement loss on equity instruments at FVOCI amounting to
=5.45 million and =
P P5.25 million as of December 31, 2021 and 2020.

Non-controlling interest
On September 21, 2021, TP2 approved the declaration of =P1,142.86 per share cash dividends
amounting to =
P400.00 million. This resulted to a decrease in non-controlling interest amounting to
=160.00 million. The dividends were paid on September 30, 2021.
P

On March 26, 2021, PPHI approved the declaration of =P223.10 per share cash dividends to its
Preferred A shareholders amounting to =
P80.65 million. The dividends were paid on May 26, 2021.
The Parent Company holds the Preferred A shares, thus, was eliminated in the consolidated financial
statements.

In 2021, PPHI issued additional 400 million common shares with a par value of = P1.00 and
0.10 million preferred shares with =P1,000.00 par value to MC, which resulted into an aggregate
increase in the non-controlling interest amounting to =
P200.00 million.

On August 24, 2020, CPGI has completed the acquisition of 40% of the total outstanding shares or
511,561,143 common shares of FMT Kalayaan Inc.(“FMTK”) in one of its subsidiaries Century City
Development II Corporation. The acquisition price is = P1,900,000,000.00, or =
P3.71 per share, paid in
cash on August 24, 2020. A Deed of Absolute Sale was executed by FMTK in favor of CPGI. The
difference in the acquisition price and the value of the NCI as of August 24, 2020 amounting to
=782.24 million was charged against the Group’s equity reserve.
P

*SGVFS163537*
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On September 15, 2020, TP1 approved the declaration of =P546.63 per share cash dividends
amounting to =
P240.00 million. This resulted to a decrease in non-controlling interest amounting to
=96.00 million. The dividends were paid in October 2020.
P

In 2019, PPHI issued additional 480.00 million common shares with a par value of = P1.00 and
0.12 million preferred shares with =P1,000.00 par value to MC, which resulted into an aggregate
increase in the non-controlling interest amounting to =
P600.00 million.

In 2019, MC paid an additional P =226.52 million for its subscription to CCDC II, which resulted to an
increase in the non-controlling interest for the same amount.

*SGVFS163537*
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The financial information of subsidiaries that have material non-controlling interests is provided below.

Summarized statements of financial position (in millions):

TPI I TPI II TPI III CCDC II PPHI


2021 2020 2021 2020 2021 2020 2021 2020 2021 2020

Current assets P
=597.20 =514.70
P P
=716.25 =846.26
P P
=543.10 =359.88
P P
=526.03 =750.34
P P
=7,210.89 =3,978.44
P
Noncurrent assets 1.43 3.13 1.12 7.24 1.32 5.51 5,493.90 5,387.32 68.40 46.87
Current liabilities (177.57) (160.00) (305.30) (345.00) (323.00) (276.00) (651.93) (789.00) (3,218.97) (1,768.00)
Noncurrent liabilities (36.82) (12.06) (105.33) (12.58) (48.38) − (2,320.11) (2,461.84) (938.73) (18.89)
Total equity P
=384.24 =345.77
P P
=306.74 =495.92
P P
=173.04 =89.39
P P
=3,047.89 =2,886.82
P P
=3,121.59 =2,238.42
P

Attributable to:
Equity holders of the Parent
Company P
=226.44 P203.26
= P
=186.09 P299.60
= P
=105.17 P55.07
= P
=3,047.89 =2,886.82
P P
=1,840.03 =1,342.24
P
Non-controlling interest 157.79 142.51 120.65 196.32 67.87 34.32 − − 1,281.56 896.18
Total equity P
=384.23 =345.77
P P
=306.74 =495.92
P P
=173.04 =89.39
P P
=3,047.89 =2,886.82
P P
=3,121.59 =2,238.42
P

Summarized statements of comprehensive income (in millions):

TPI I TPI II TPI III CCDC II PPHI


2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Revenue P
=41.20 =52.32
P P
=502.98 =443.81
P P
=295.81 =162.28
P P
=676.27 =336.59
P P
=3,068.05 =1,606.10
P
Cost of real estate sales and
services (4.05) (3.08) (232.58) (263.40) (182.06) (82.07) (159.10) (71.82) (1,660.34) (827.45)
General and
administrative expenses (12.45) (34.43) (71.01) (72.14) (39.24) (35.78) (44.48) (68.44) (922.74) (569.23)
Operating income (loss) 24.70 14.81 199.39 108.27 74.51 44.43 472.69 196.33 484.97 209.42
Other income 18.46 6.54 16.98 7.08 12.88 0.09 121.35 631.99 16.15 23.16
Provision for income tax (4.95) (2.06) (5.54) (2.02) (3.51) (0.01) (83.13) (249.00) (38.15) (10.05)
Other Comprehensive Income − − − − − − − − 0.49 (0.92)
Total comprehensive income P
=38.21 =19.29
P P
=210.83 =113.33
P P
=83.88 =44.51
P P
=510.91 =579.32
P P
=463.46 =221.61
P

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TPI I TPI II TPI III CCDC II PPHI


2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Total comprehensive income
attributable to:
Equity holders of the
Parent Company P
=22.93 =11.57
P P
=126.50 P68.00
= P50.33
= =26.71
P P
=510.91 P384.95
= P
=278.08 =133.97
P
Non-controlling interests 15.28 7.72 84.33 45.33 33.35 17.8 − 194.38 185.38 88.64
P
=38.21 =19.29
P P
=210.83 =113.33
P =83.68
P =44.51
P P
=510.91 =579.33
P P
=463.46 =222.61
P

Summarized cash flows information (in millions):

TPI I TPI II TPI III CCDC II PPHI


2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
Operating P
=102.91 =40.92
P P
=222.68 =59.53
P P
=139.62 =2.79
P =−
P =548.69
P (P
=711.73) (P
=344.17)
Investing − − − − − − − (730.07) (20.69) (25.07)
Financing 84.64 (101.30) (253.24) (105.30) (38.59) 1.10 − (220.52) 1,329.74 (60.66)

*SGVFS163537*
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Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong and
healthy consolidated statement of financial position to support its current business operations and
drive its expansion and growth in the future.

The Group undertakes to establish the appropriate capital structure for each business line, to allow it
sufficient financial flexibility, while providing it sufficient cushion to absorb cyclical industry risks.

The Group considers debt as a stable source of funding. The Group attempts to continually lengthen
the maturity profile of its debt portfolio and makes it a goal to spread out its debt maturities by not
having a significant percentage of its total debt maturing in a single year.

The Group manages its capital structure and makes adjustments to it, in the light of changes in
economic conditions. It monitors capital using leverage ratios on both a gross debt and net debt basis.
The Group is subject to externally imposed capital requirements from its bank loans which it has
complied with as of December 31, 2021 and 2020 (see Note 18).

Equity, which the Group considers as capital, pertains to the equity attributable to equity holders of
the Parent Company excluding other components of equity and remeasurement loss on defined
benefit plan, amounting to a total of =
P21,446.20 million and P=20,660.80 million as of December 31,
2021 and 2020, respectively.

No changes were made in the objectives, policies or processes for managing capital in 2021 and 2020.

22. General, Administrative and Selling Expenses

This account consists of:

2021 2020 2019


Commission P
=924,998,420 =838,230,807
P =1,073,736,547
P
Salaries, wages and employee
benefits (Note 23) 614,621,880 673,729,980 734,098,003
Marketing and promotions 245,220,749 447,335,070 603,383,309
Taxes and licenses 164,630,953 325,487,131 202,501,561
Professional fees 80,609,304 74,976,338 116,454,983
Depreciation and amortization
(Notes 12 and 13) 67,580,015 59,467,026 57,545,711
Utilities 15,876,394 57,996,893 18,367,414
Repairs and maintenance 6,579,135 55,283,417 62,074,477
Outside services 99,797,650 47,783,997 43,335,986
Supplies 39,167,645 29,883,987 21,110,823
Rent 77,059,448 26,343,133 22,412,548
Representation expenses 81,764,952 25,964,987 93,552,363
Communication 18,035,120 11,827,687 15,702,014
Transportation and travel 13,993,785 7,115,365 17,056,463
Miscellaneous 242,969,618 182,287,881 154,485,859
P
=2,692,905,068 =2,863,713,699
P =3,235,818,061
P

Miscellaneous pertains mainly to research development, sponsorships, recruitment fess, software


maintenance and insurance.

*SGVFS163537*
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23. Personnel Cost

This account consists of salaries, wages and employee benefits as follows:

2021 2020 2019


General, administrative and selling
expenses (Note 22) P
=614,621,880 =673,729,980
P =731,772,223
P
Cost of services 272,728,398 285,985,555 295,241,150
P
=887,350,278 =959,715,535
P =1,027,013,373
P

The breakdown of salaries, wages and employee benefits is as follows:

2021 2020 2019


Salaries and wages P
=719,613,208 =765,421,425
P =712,558,986
P
Retirement expense (Note 27) 50,112,456 53,846,232 40,927,863
Other employee benefits 117,624,614 140,447,878 273,526,524
P
=887,350,278 =959,715,535
P =1,027,013,373
P

24. Property Management Fee and Other Services

Property management fee pertains mostly to facilities management and consultancy fees of
condominium corporations, corporate facilities and prior projects of the Group, which have been
turned over to the respective buyers.

Other services pertain to technical services such as plan evaluation, consultation and project
management.

Total property management fee and other services recognized amounted to = P400.01 million,
=389.72 million and =
P P412.15 million in 2021, 2020 and 2019, respectively (see Note 31). Direct cost
of services incurred amounted to =
P272.73 million, P =285.99 million and =
P295.24 million in 2021,
2020 and 2019, respectively, in relation to property management.

25. Interest Income and Others

This account consists of:

2021 2020 2019


Income from forfeited collections P
=143,758,491 =329,453,236
P =335,707,714
P
Interest income from deposits and short-term
investments (Notes 4 and 5) 40,202,395 69,047,970 99,287,587
Interest income from investment in bonds
(Note 14) – 25,854,063 12,737,888
Foreign exchange gains 276,654 – –
Gain (loss) on sale of investment property
(Note 11) (34,128,752) (12,978,992) 3,521,396
Loss on pre-termination of derivative
(Note 13) – – (39,735,974)
Other income 247,441,365 156,691,892 161,844,867
P
=397,550,153 =568,068,169
P =573,363,478
P

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Income from forfeited collections pertains to forfeited collections from reservation fees whose
allowable period of completion has prescribed and terminated sales contracts.

Other income mainly consists of the penalties and other surcharges billed against defaulted
installments from sales contracts. Real estate buyers are normally charged a penalty of 3.00% of the
monthly installment for every month in arrears from the time the specific installment becomes due
and payable.

26. Interest and Other Financing Charges

Details of this account follow (see Notes 18, 20 and 29):

2021 2020 2019


Interest expense from:
Bonds payable P
=404,004,678 291,481,126 =289,744,311
P
Short-term and long-term debts 386,312,590 487,881,213 452,386,403
Lease liabilities 4,829,999 4,659,965 5,477,704
Other financing charges 99,444,808 163,486,863 189,079,793
P
=894,592,075 =947,509,167
P =936,688,211
P

Other financing charges mostly include charges from interbank transfers other banking service fees
and amortization of deferred transaction costs.

27. Pension Costs

The Group has a funded, noncontributory, defined benefit pension plan covering substantially all of
its regular employees. The benefits are based on the projected retirement benefit of 22.5 days pay per
year of service in accordance with Republic Act 7641, The Retirement Pay Law. The benefits are
based on current salaries and years of service and compensation on the last year of employment. An
independent actuary conducts an actuarial valuation of the retirement benefit obligation using the
projected unit credit method.

The components of retirement expense included under “Salaries, wages and employee benefits” under
general, administrative and selling expenses follow (see Note 22):

2021 2020 2019


Current service cost P
=35,256,299 =37,426,041
P =
P21,593,153
Net interest cost on benefit
obligation 14,856,157 16,420,191 19,334,710
Retirement expense P
=50,112,456 =53,846,232
P =40,927,863
P

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Changes in the fair value of the plan assets (FVPA) and the present value of the retirement obligation
(PVRO) are as follows as of December 31, 2021 and 2020:

2021 2020
FVPA:
Balance at January 1 P
=7,155,877 =6,733,686
P
Interest income 283,373 345,361
Remeasurement gain (loss) from changes in
financial assumptions (222,155) 76,830
Balance at December 31 7,217,095 7,155,877
PVRO:
Balance at January 1 380,141,084 314,135,764
Current service cost 35,256,299 23,978,421
Interest cost 15,139,530 25,249,263
Past service costs – 4,964,089
Benefits paid (31,313,494) (43,089,171)
Actuarial loss (gain) from changes in:
Financial assumptions (26,015,405) 64,170,906
Experience and demographic assumptions (86,360,971) (9,268,189)
Balance at December 31 286,847,043 380,141,083
Net liability arising from retirement obligation P
=279,629,948 =372,985,206
P

The plan assets as of December 31, 2021 and 2020 pertain solely to bank deposits. The Group does
not expect to contribute to its retirement fund in 2022.

The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumptions on the defined benefit obligation as of the end of the reporting period,
assuming all other assumptions were held constant.

December 31, 2021


Increase (decrease) Effect on DBO
Discount rate 1.0% (P
=30,058,690)
Discount rate (1.0%) 36,150,340
Rate of salary increase 1.0% 35,650,737
Rate of salary increase (1.0%) (30,229,762)

December 31, 2020


Increase (decrease) Effect on DBO
Discount rate 1.0% (P
=42,256,637)
Discount rate (1.0%) 51,070,165
Rate of salary increase 1.0% 49,714,093
Rate of salary increase (1.0%) (42,043,649)

The assumptions used to determine pension benefits for the Group in 2021 and 2020 are as follows:

2021 2020
Discount rate 5.11%-5.22% 3.92%-4.19%
Salary increase rate 3.50%-6.00% 3.50%-6.00%

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Shown below is the maturity analysis of the undiscounted benefit payments:

Year ending Amount


December 31, 2022 =57,467,636
P
December 31, 2023 2,705,353
December 31, 2024 7,832,341
December 31, 2025 9,344,272
December 31, 2026 8,997,087
December 31, 2027 through December 31, 2031 111,861,440

28. Income Taxes

The provision for income tax consists of:

2021 2020 2019


Current:
RCIT/MCIT P
=57,320,573 =171,229,503
P =345,148,121
P
Final 4,799,436 17,792,996 22,405,095
62,120,009 189,022,499 367,553,216
Deferred (271,819,873) 226,348,233 210,009,532
(P
=209,699,864) =415,370,732
P =577,562,748
P

Current tax
Provision for current tax pertains to final tax and RCIT/MCIT.

Income tax includes RCIT at the rate of 25% in 2021 and 30% in 2020 and 2019. MCIT is at the rate
of 1% in 2021 and 2% in 2020 and 2019, and final taxes paid is at the rate of 20%, which is a final
withholding tax on gross interest income from debt instruments and other deposit substitutes.

The components of the Group’s deferred tax assets and deferred tax liabilities are as follows:

2021 2020
Recognized in the consolidated statements of
comprehensive income:
Deferred tax assets on:
NOLCO P
=63,215,082 =37,079,649
P
Accrued retirement costs 45,331,120 59,605,673
MCIT 30,106,804 35,047,411
Advance rentals 15,002,119 81,745,139
Provisions for impairment losses 2,072,013 3,416,967
155,727,138 216,894,839
Deferred tax liabilities on:
Effect of difference in accounting and tax
base on real estate sales (see Note 2) (1,151,291,921) (1,475,894,783)
Fair value gains on investment properties (1,008,152,118) (1,153,336,605)
Prepaid commissions (332,292,239) (262,438,865)
Effect of difference in accounting and tax
base on investment properties (262,649,124) (182,261,431)

(Forward)

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2021 2020
Unamortized deferred financing costs (P
=38,578,149) (P
=44,228,294)
Others (8,482,013) (16,273,160)
(2,801,445,564) (3,134,433,138)
Recognized directly in equity:
Deferred tax asset on re-measurement loss on
retirement obligation 24,576,367 52,289,889
(P
=2,621,142,059) (P
=2,865,248,410)

The above deferred tax assets and liabilities are presented in the consolidated statements of financial
position as follows:

2021 2020
Deferred tax assets - net P
=26,764,445 P86,280,221
=
Deferred tax liabilities - net 2,647,906,504 2,951,528,631

As of December 31, 2021, carryover NOLCO that can be claimed as deduction from future taxable
income is as follows:

Year Incurred Amount Used/Expired Balance Expiry Year


2018 =43,234,045
P (P
=43,234,045) =−
P 2021
2019 238,937,496 (89,311,497) 149,625,999 2022
2020 470,848,536 − 470,848,536 2025
2021 727,674,762 727,674,762 2026
=1,480,694,839
P (P
=132,545,542) P
=1,348,149,297

As of December 31, 2021, MCIT that can be used as deductions against income tax liabilities are as
follows:

Year Amount Used/Expired Balance Expiry Year


2018 P34,378
= (P
=34,378) =−
P 2021
2019 2,840,330 (2,840,330) − 2022
2020 34,676,659 (18,607,237) 16,069,422 2025
2021 20,567,503 − 20,567,503 2026
=58,118,870
P (P
=21,481,945) =36,636,925
P

Unrecognized deferred tax assets


The Group has NOLCO and MCIT that are available for offset against future taxable income or tax
payable for which deferred tax assets have not been recognized. Unrecognized deferred tax assets on
NOLCO and MCIT amounted to = P273.82 million and =P6.53 million, respectively, as of December 31,
2021 and =P188.83 million and =
P2.50 million, respectively, as of December 31, 2020.

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Statutory reconciliation
The reconciliation of the provision for income tax computed at statutory income tax rate to the
provision for income tax shown in profit or loss follows:

2021 2020 2019


Provision for income tax computed
at statutory rate P
=264,851,571 =469,381,430
P =616,809,884
P
Adjustments for:
Expired NOLCO – 50,724,201 7,821,922
Change in unrecognized
deferred tax assets 200,807,087 59,284,238 120,934,999
Final tax 4,799,435 17,735,542 22,405,095
Expired MCIT 21,481,945 5,314,166 14,418,987
Income under income tax
holiday (612,468,294) (110,002,111) (268,591,541)
Non-taxable interest and other
income (113,292,318) (110,363,544) (97,415,017)
Nondeductible interest and
other expenses 489,979,641 33,296,810 161,178,419
Adjustment from CREATE
law (465,858,931) – –
Provision for income tax (P
=209,699,864) =415,370,732
P =577,562,748
P

Corporate Recovery and Tax Incentives for Enterprises (CREATE) Bill


On March 26, 2021, the CREATE Bill was signed into law by the Philippine President. General
provisions of the CREATE bill include the following:
 Domestic corporations with total assets of 100.00 million and below
o With taxable income of 5.00 million and below - 20% RCIT
o With taxable income of more than 5.00 million - 25% RCIT
 Domestic corporations with total assets of more than 100.00 million - 25% RCIT
 Reduction of MCIT from 2% to 1% for a period of three years (effective July 1, 2020 until
June 30, 2023).

As clarified by the Philippine Financial Reporting Standards Council in its Philippine Interpretations
Committee Q&A No. 2020-07, the CREATE Act was not considered substantively enacted as of
December 31, 2020 even though some of the provisions have retroactive effect to July 1, 2020. The
passage of the CREATE Act into law on March 26, 2011 is considered as a non-adjusting subsequent
event. Accordingly, current and deferred taxes as of and for the year ended December 31, 2020
continued to be computed and measured using the applicable income tax rates as of December 31,
2020 (i.e., 30% RCIT / 2% MCIT) for financial reporting purposes.

Applying the provisions of the CREATE Act, the Group would have been subjected to lower regular
corporate income tax rate of 25% effective July 1, 2020.

 Based on the provisions of Revenue Regulations (RR) No. 5 – 2021 dated April 8, 2021 issued by
the BIR, the prorated CIT and MCIT rates of the Group for CY2020 is 27.5% and 1.5%,
respectively. This would have resulted in lower provision for current income tax for the year
ended December 31, 2020 and lower income tax payable as of December 31, 2020, amounting to
=153.63 million and =
P P26.11 million, respectively, or a reduction of =
P35.39 million and
=35.39 million, respectively. However, for financial reporting purposes, the changes were only
P
be recognized in the 2021 consolidated financial statements.

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 This would have resulted in lower deferred tax assets and liabilities as of December 31, 2020 and
provision for deferred tax for the year then ended by =
P465.86 million and = P44.58 million,
respectively. These reductions were only recognized in the 2021 consolidated financial
statements.

In 2021, the reduction in RCIT and MCIT rates from 30% to 25% and 2% to 1%, respectively has
reduced the current tax expense of the Group by P
=27.92 million. Also, the reduction in rates
decreased deferred tax expense by =P55.65 million in 2021.

29. Lease Contracts

Group as lessee
The Group has lease contracts for various office spaces with lease terms of two (2) to three (3) years.
Rental due is based on prevailing market conditions. As of December 31, 2021 and 2020, the Group
has rental deposits pertaining to these lease contracts amounting to =
P110.42 million and
=132.39 million, respectively (see Note 13).
P

The rollforward of lease liability is as follows:

December 31, December 31,


2021 2020
Balance at beginning of year P
=4,525,606 =61,178,004
P
Additions 76,292,858 10,027,785
Accretion for the year (Note 26) 4,829,999 4,659,965
Payments (28,508,499) (21,750,839)
Termination – (49,589,309)
Balance at end of year 57,139,963 4,525,606
Less current portion 25,543,296 4,525,606
Noncurrent portion P
=31,596,668 =–
P

Proceeds from refund of rental deposits amounted to nil, =


P20.00 million and =
P7.18 million in 2021,
2020 and 2019, respectively.

Payments for principal and interest on lease liability are presented under financing activities while
payments for interest on lease liability are presented under operating activities. The Group has paid
=23.68 million, P
P =17.09 million and = P10.76 million related to principal portion of lease liabilities in
2021, 2020 and 2019, respectively. Total interest on lease liabilities paid amounted to = P4.83 million,
=4.66 million and =
P P5.48 million in 2021, 2020 and 2019, respectively.

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The following are the amounts recognized in consolidated statements of comprehensive income:

2021 2020 2019


Depreciation expense of right-of-use
assets included in property and
equipment P
=27,819,739 P=18,849,731 P =14,596,999
Interest expense on lease liabilities 4,829,999 4,659,965 5,477,704
Expenses relating to short-term leases
(included in general, selling and
administrative expenses) (Note 22) 77,059,448 26,343,133 22,412,548
Gain on pre-termination of lease
contracts – (5,798,312) –
Leasing revenues 1,200,366,601 795,034,245 713,381,592
Total amount recognized in the
consolidated statements of
comprehensive income P
=1,310,075,787 =
P839,088,762 = P755,868,843

The movements of ROU assets during 2021 and 2020 are as follows:

2021 2020
Balance at beginning of year P
=6,268,495 P57,336,618
=
Additions (Note 12) 76,292,858 11,572,605
Termination – (43,790,997)
Amortization expense (Note 12) (27,819,739) (18,849,731)
Balance at end of year P
=54,741,614 =6,268,495
P

Shown below is the maturity analysis of the future undiscounted lease payments as of
December 31, 2021 and 2020:

2021 2020
Within one year P
=24,974,930 =4,609,939
P
After one year but not more than three years 42,310,892 –

Group as lessor
The Group is a lessor of its commercial units in its retail mall, hospital, office and commercial spaces.
The leases have terms ranging from one (1) year to (10) years, with renewal options. Monthly rent
payment is computed using a fixed rate per square meter and variable rent based on percentage of
sales of the tenants for the year. Leasing revenue recognized amounted to = P1,200.36 million,
=795.03 million and =
P P713.38 million in 2021, 2020 and 2019, respectively.

The Group received security deposits and advance rentals amounting to = P109.55 million and
=352.67 million classified as “Other current liabilities” and =
P P876.28 million and =
P694.46 million
“Other noncurrent liabilities” as of December 31, 2021 and 2020, respectively for its lease contracts
from its project.

Future minimum rentals receivable under operating leases are as follows:

2021 2020
Within one year P
=1,097,511,888 P330,302,531
=
After one year but not more than three years 3,457,162,448 2,226,552,046

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30. Financial Instruments

Fair Value Information


The table below presents the carrying amounts and fair values of the Group’s financial assets and
financial liabilities:

December 31, 2021 December 31, 2020


Carrying Value Fair value Carrying Value Fair Value
Financial assets
ICR =8,449,607,463
P =8,450,753,265
P =10,447,472,507
P =10,664,466,511
P
Rental deposits 110,415,828 123,647,709 132,394,312 135,144,142
Investment in bonds – – 463,750,000 463,750,000
=8,560,023,291
P =8,574,400,974
P =11,043,616,819
P =11,263,360,653
P

Financial liabilities
Long-term debt =11,838,607,350
P =11,926,674,189
P =14,856,175,665
P =14,961,379,531
P
Bonds payable 5,947,195,429 6,000,000,000 3,084,766,287 3,172,154,215
Liability from purchased
land 208,345,286 213,552,918 310,364,351 316,810,619
Security deposits 744,722,927 763,320,500 945,111,754 964,741,725
=18,738,870,992
P =18,903,547,607
P =19,196,418,057
P =19,415,086,090
P

Fair Value of Financial Instruments


The methods and assumptions used by the Group in estimating the fair values of the financial
instruments are as follows:

Financial assets
Cash and cash equivalents, receivables (excluding ICRs), due from related parties, marginal deposit
accounts and other payables, due to related parties and short-term debt
Carrying amounts approximate fair values due to the short-term maturities of these instruments.

ICRs
Fair value is based on undiscounted value of future cash flows using the prevailing interest rates for
similar types of receivables as of the reporting date using the remaining terms of maturity. Discount
rates ranging from 8.12% to 9.23% were used in calculating the fair value as of December 31, 2021
and 2020.

Rental deposits and investment in bonds


The fair values of rental deposits and investment in bonds are based on the discounted value of future
cash flows using the applicable market interest rates. Discount rates ranging from 4.5% to 5.02%
4.29% to 5.07% were used in calculating the fair value of the Group’s rental deposits as of
December 31, 2021 and 2020, respectively. The discount rate used for the investment in bonds is
1.71% as of December 31, 2020.

Long-term debt, bonds payable, liability from purchased land and, security deposits and
The fair values are estimated using the discounted cash flow method using the Group’s current
incremental borrowing rates for similar borrowings with maturities consistent with those remaining
for the liability being valued. The discount rates used for long-term debt ranged from 1.65% to
2.67% and 1.12% to 1.71% as of December 31, 2021 and 2020, respectively. The discount rates used
for the bonds payable ranged from 4.19% to 4.63% and 4.95% to 5.00% as of December 31, 2020 and
2019, respectively. The discount rates used for the liability from purchased land ranged from 1.65%
to 2.67% and 1.12% to 1.71% as of December 31, 2021 and 2020, respectively. The discount rates

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used for refundable deposits ranged from 4.97% to 5.04% as of December 31, 2021. The discount
rates used for the lease liabilities ranged from 1.65% to 2.67% and 1.12% to 1.71% as of
December 31, 2021 and 2020, respectively.

In 2021 and 2020, the Group did not have transfers between Level 1 and Level 2 fair value
measurements and no transfers into and out of Level 3 fair value measurements.

Financial Risk Management Policies and Objectives


The Group has various financial assets and liabilities such as cash and cash equivalents, receivables,
due to and from related parties, and accounts payable and other liabilities, which arise directly from
its operations. The Group has bonds payable, short-term and long-term debt availed for financing
purposes.
Exposure to credit, interest rate and liquidity risks arise in the normal course of the Group’s business
activities.

The main objectives of the Group’s financial risk management are as follows:
 to identify and monitor such risks on an ongoing basis;
 to minimize and mitigate such risks; and
 to provide a degree of certainty about costs.

The Group’s BOD reviews and approves the policies for managing each of these risks and they are
summarized below:

Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the
Group by failing to discharge an obligation.

The Group trades only with recognized, creditworthy third parties. The Group’s receivables are
monitored on an ongoing basis to manage exposure to bad debts and to ensure timely execution of
necessary intervention efforts. Real estate buyers are subject to standard credit check procedures,
which are calibrated based on payment scheme offered. The Group assessed that its customers
portfolio is homogeneous. The Group’s respective credit management units conduct a comprehensive
credit investigation and evaluation of each buyer to establish creditworthiness.

In addition, the credit risk for ICRs is mitigated as the Group has the right to cancel the sales contract
without need for any court action and take possession of the subject house in case of refusal by the
buyer to pay on time the due installment contracts receivable. This risk is further mitigated because
the corresponding title to the subdivision units sold under this arrangement is transferred to the buyers
only upon full payment of the contract price.

With respect to credit risk arising from the other financial assets of the Group, exposure to credit risk
arises from default of the counterparty, with a maximum exposure equal to the carrying amount of
these instruments. The Group transacts only with institutions or banks which have demonstrated
financial soundness for the past 5 years.

The Group’s maximum exposure to credit risk as of December 31, 2021 and 2020 is equal to the
carrying values of its financial assets with an aggregate amount of =
P6,200.41 million and
=11,723.59 million, which excludes cash on hand amounting to =
P P1.23 million and =
P2.47 million
respectively, and ICRs with carrying values of = P8,449.61 million and =
P10,477.47 million,
respectively, and fair value of collateral amounting to =
P2,464.69 million and =
P6,210.21 million,
respectively.

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The credit quality of the financial assets was determined as follows:

Cash and cash equivalents, rental deposits and derivative asset - these are considered as high-grade
financial assets as these are entered into with reputable counterparties.

Receivables - these are considered as high grade since there are no default in payments.

Due from related parties - these are considered as standard grade as these are settled on time or are
slightly delayed due to unresolved concerns.

Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments
associated with financial instruments. Liquidity risk may result from either the inability to sell
financial assets quickly at their fair values; or the counterparty failing on repayment of a contractual
obligation; or inability to generate cash inflows as anticipated. The Group’s objective is to maintain a
balance between continuity of funding and flexibility through the use of bank loans and advances
from related parties. It matches its projected cash flows to the projected amortization of long-term
borrowings. For its short-term funding, the Group’s policy is to ensure that there are sufficient
operating inflows to match repayments of short-term debt.

The following table shows the maturity profile of the Group’s financial assets used for liquidity
purposes and liabilities based on contractual undiscounted payments:

The following table shows the maturity profile of the Group’s financial assets used for liquidity
purposes and liabilities based on contractual undiscounted payments:
December 31, 2021
Within 1 Year More than 1 year Total
Financial assets
Cash and cash equivalents P3,693,074,161
= P–
= P3,693,074,161
=
Short-term deposits 1,032,513,990 – 1,032,513,990
Receivables* 8,922,286,991 – 8,922,286,991
Due from related parties 526,962,834 – 526,962,834
Rental deposits – 110,415,828 110,415,828
= 14,174,837,976
P = 110,415,828
P = 14,285,253,804
P
Financial liabilities
Accounts and other payables** = 4,210,575,020
P P–
= = 4,210,575,020
P
Due to related parties 317,358,734 – 317,358,734
Short-term debt 468,360,083 – 468,360,083
Liability from purchased land 67,200,000 141,145,286 208,345,286
Long-term debt:
Principal 5,467,828,327 6,458,845,862 11,926,674,189
Interest – 88,066,839 88,066,839
Bonds payable:
Principal 2,992,055,358 3,007,944,642 6,000,000,000
Interest – 52,804,571 52,804,571
Lease liabilities 25,543,296 31,596,667 57,139,963
Security deposits 250,645,280 494,077,647 744,722,927
= 13,799,566,098
P = 10,274,481,514
P = 24,074,047,612
P
* Excluding other receivables from employees amounting to =P 372.84 million as of December 31, 2021.
**Excluding customers’ advances and statutory liabilities amounting to =
P944.66 million and =
P 95.86 million, respectively, as of
December 31, 2021.

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December 31, 2020


Within 1 Year More than 1 year Total
Financial assets
Cash and cash equivalents =2,473,555,750
P =–
P =2,473,555,750
P
Short-term deposits 285,241,756 – 285,241,756
Receivables* 14,534,369,287 124,776,589 14,659,145,876
Due from related parties 464,422,862 – 464,422,862
Rental deposits – 132,394,312 132,394,312
Investment in bonds 463,750,000 – 463,750,000
=18,221,339,655
P =257,170,901
P =18,478,510,556
P
Financial liabilities
Accounts and other payables** =5,070,311,732
P =–
P =5,070,311,732
P
Due to related parties 270,006,022 – 270,006,022
Short-term debt 811,948,735 – 811,948,735
Liability from purchased land 67,200,000 208,335,743 275,535,743
Long-term debt:
Principal 5,505,137,842 9,469,719,972 14,974,857,814
Interest 395,275,349 707,668,456 1,102,943,805
Bonds payable:
Principal 119,110,000 3,000,000,000 3,119,110,000
Interest 240,840,657 117,304,500 358,145,157
Lease liabilities 4,609,939 – 4,609,939
Security deposits 250,645,280 694,466,474 945,111,754
=12,735,085,556
P =14,197,495,145
P =26,932,580,701
P
* Excluding other receivables from employees amounting to =P 372.27 million as of December 31, 2020.
**Excluding customers’ advances and statutory liabilities amounting to =
P430.12 million and =
P 91.21 million, respectively, as of
December 31, 2020.

Foreign currency risk


Financial assets and credit facilities of the Group, as well as major contracts entered into for the
purchase of raw materials, are mainly denominated in Philippine Peso.

The following table shows the Group’s consolidated foreign currency-denominated monetary assets
and liability and their peso equivalents as of December 31, 2021 and December 31, 2020:

December 31, 2021 December 31, 2020


Original Peso Original Peso
Currency Equivalent Currency Equivalent
Assets
Cash and cash equivalents
US Dollar $460,524 P
=23,302,509 $327,021 P
=15,714,973
Euro €6,686 379,453 €4,390 257,652
Net foreign currency denominated
instruments P
=23,681,962 P
=15,972,625
The spot exchange rates used were; =
P 50.6_ to US$1 and =
P 56.75_ to €1 in 2021 =
P 48.09 to US$1 and =
P58.69 to €1 in 2020.

The following table demonstrates the sensitivity to reasonably possible changes in foreign currency
rates, with all variables held constant, of the Group’s income before tax and equity.

2021 2020
Increase Increase
(decrease) in (decrease) in
foreign Effect on profit foreign Effect on profit
exchange rates before tax exchange rates before tax
Dollar 5% =1,165,125
P 5% =785,749
P
(5%) (1,165,125) (5%) (785,749)

Euro 5% 18,972 5% 12,883


(5%) (18,972) (5%) (12,883)

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Interest rate risk


Interest rate risk is the risk that changes in the market interest rates will reduce the Group’s current or
future earnings and/or economic value. The Group’s interest rate risk management policy centers on
reducing the overall interest expense and exposure to changes in interest rates. Changes in market
interest rates relate primarily to the Group’s interest-bearing debt obligations with floating interest
rates or rates subject to repricing as it can cause a change in the amount of interest payments.

The following table sets out the carrying amount, by maturity, of the Group’s long-term debt that are
exposed to interest rate risk.

Interest terms
(p.a.) Rate fixing period <1 year 1 to 5 years
2021 6.2-10.3 % Monthly; Annually P
=8,459,883,685 P
=9,325,919,094
2020 6.2-10.3 % Monthly; Annually 4,790,613,689 9,896,905,464

The following table demonstrates the sensitivity to reasonably possible changes in interest rates, with
all variables held constant, of the Group’s income before tax and equity (through the impact on
floating rate borrowings).

2021 2020
Increase
(decrease) Effect on profit Increase (decrease) Effect on profit
in interest rates before tax in interest rates before tax
Basis points 0.33% (P
=27,917,616) 0.33% (P
=16,303,146)
(0.33%) 27,917,616 (0.33%) 16,303,146

There is no other impact on the Group’s total comprehensive income other than those already
affecting the net income.

31. Performance Obligations

Information about the Group’s performance obligations are summarized below:

Real estate sales


The Group entered into contracts to sell with one identified performance obligation, which is the sale
of the real estate unit together with the services to transfer the title to the buyer upon full payment of
contract price. The amount of consideration indicated in the contract to sell is fixed and has no
variable consideration. The sale of real estate unit may cover the contract for either the (i) serviced
lot; (ii) service lot and house, and (ii) condominium unit and the Group concluded that there is one
performance obligation in each of these contracts. The Group recognizes revenue from the sale of
these real estate projects under pre-completed contract over time during the course of the
construction.

Payment commences upon signing of the contract to sell and the consideration is payable in cash or
under various financing schemes entered with the customer. The financing scheme would include
payment of 10%-30% of the contract price spread over a certain period (e.g., three months to four
years) at a fixed monthly payment with the remaining balance payable (a) in full at the end of the
period either through cash or external financing; or (b) through in-house financing which ranges from
two (2) to five (5) years with fixed monthly payment. The amount due for collection under the

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amortization schedule for each of the customer does not necessarily coincide with the progress of
construction, which results to either an installment contract receivable or contract liability.

The transaction price allocated to the remaining performance obligations (unsatisfied or partially
satisfied) as at December 31, 2021 and 2020 are as follows:

2021 2020
Within one year P
=4,461,037,571 =6,655,183,190
P
More than one year 1,736,196,084 3,203,070,219
P
=6,197,233,655 =9,858,253,409
P

The remaining performance obligations expected to be recognized within one year and in more than
one year relate to the continuous development of the Group’s real estate projects. The Group’s
condominium units are completed within three years and five years, respectively, from start of
construction while serviced lots and serviced lots and house are expected to be completed within two
to three years from start of development.

All of the Group’s real estate sales from residential development are revenue from contracts with
customers recognized over time. The Group’s disaggregation of each sources of real estate sales are
presented below:

Project Location 2021 2020 2019


Century City Makati City P
=957,678,288 P
=1,660,954,270 =3,894,435,955
P
The Residences at
Commonwealth Quezon City 916,120,606 1,702,846,685 2,465,763,621
Azure Urban Resort
Residences Paranaque City 256,102,227 988,828,244 1,528,571,196
Acqua Private Mandaluyong 200,961,843 261,152,819 1,182,514,118
Residences City
The Resort Residences
at Azure North Pampanga City 1,357,553,038 1,650,674,821 1,534,977,998
Tanza Properties Cavite 839,990,130 658,408,344 897,915,882
PHirst Park Homes Cavite – 1,606,098,551 844,062,390
PHirst Park Homes Bulacan 488,248,023 – –
PHirst Park Homes Laguna 1,142,833,971 – –
Batulao Landscapes Batangas 1,504,913,527 302,822,070 323,057,116
Canyon Ranch Cavite – 650,833,837 14,088,803
P
=7,664,401,653 =
P9,482,619,641 P
=12,685,387,079

Property management and other service fees


The Group’s disaggregation of each source of property management and other service fees are as
follows:

Location 2021 2020 2019


Within Metro Manila P
=393,609,545 =383,489,931
P =380,775,404
P
Outside Metro Manila 6,401,772 6,233,388 31,376,027
P
=400,011,317 =389,723,319
P =412,151,431
P

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32. Segment Information

Business segment information is reported on the basis that is used internally for evaluating segment
performance and deciding how to allocate resources among operating segments. Accordingly, the
segment information is reported based on the nature of service the Group is providing.
The segments where the Group operate follow:

 Real estate development - sale of high-end, upper middle-income and affordable residential lots
and units and lease of residential developments under partnership agreements;
 Leasing - lease of the Group’s retail mall;
 Property management - facilities management of the residential and corporate developments of
the Group and other third-party projects, including provision of technical and related consultancy
services.
Segment performance is evaluated based on operating profit or loss and is measured consistently with
operating profit or loss in the consolidated financial statements.

The financial information about the operations of these operating segments is summarized below:

For the Year Ended December 31, 2021


Adjustments
Real Estate Property and
Development Management Leasing Elimination Consolidated
Revenue = 7,844,517,712
P P
= 400,011,317 P= 1,200,366,601 =–
P P
= 9,444,895,630
Costs and expenses
Cost of real estate sales and services 4,808,420,850 272,728,398 352,043,445 – 5,433,192,693
General, administrative and selling
expenses 2,433,141,793 85,234,957 242,058,512 (67,530,194) 2,692,905,068
Operating income 602,955,069 42,047,962 606,264,644 67,530,194 1,318,797,869
Other income (expenses)
Interest and other income 777,312,014 – 237,125,618 (379,237,142) 635,200,490
Interest and other financing charges (573,977,733) (13,908) (320,600,434) – (894,592,075)
Income before income tax 806,289,350 42,034,054 522,789,828 (311,706,948) 1,059,406,284
Provision for (benefit from) income tax (193,021,840) 15,287,101 (11,718,677) (20,246,448) (209,699,864)
Net income = 999,311,190
P =
P26,746,953 P
= 534,508,505 (P
= 291,460,500) = 1,269,106,148
P

As of December 31, 2021


Segment assets = 58,301,853,163
P P
= 260,448,115 P = 16,686,161,746 (P
= 20,768,717,921) P
= 54,479,745,103
Deferred tax assets – 15,317,377 – 11,447,068 26,764,445
Total Assets = 58,301,853,163
P P
= 275,765,492 P = 16,686,161,746 (P
= 20,757,270,853) P
= 54,506,509,548
Segment liabilities = 30,158,319,381
P P
= 216,275,707 P
= 10,447,703,676 (P
= 11,314,360,361) =
P29,507,938,403
Deferred tax liabilities 1,808,785,268 80,361 859,287,323 (20,246,448) 2,647,906,504
Total Liabilities = 31,967,104,649
P P
= 216,356,068 P
= 11,306,990,999 (P
= 11,334,606,809) P
= 32,155,844,907

For the Year Ended December 31, 2020


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue =9,662,658,113
P =389,723,319
P =795,034,245
P (P
=11,670,985) P
=10,835,744,692
Costs and expenses
Cost of real estate sales and services 6,108,919,705 285,985,555 226,533,530 (25,970,173) 6,595,468,617
General, administrative and selling
expenses 2,591,025,651 93,819,746 246,398,496 (67,530,194) 2,863,713,699
Operating income 962,712,757 9,918,018 322,102,219 81,829,382 1,376,562,376
Other income (expenses)
Interest and other income 1,302,662,925 10,806,244 827,524,492 (1,005,442,102) 1,135,551,559
Interest and other financing charges (784,760,101) (264,738) (194,092,328) 31,608,000 (947,509,167)
Income before income tax 1,480,615,581 20,459,524 955,534,383 (892,004,720) 1,564,604,768
Provision for income tax 171,599,808 9,899,533 290,709,343 (56,837,952) 415,370,732
Net income =1,309,015,773
P =10,559,991
P =664,825,040
P (P
=835,166,768) =1,149,234,036
P

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As of December 31, 2020


Segment assets =60,737,259,653
P =276,131,172 P
P =17,189,180,306 (P =25,279,947,932) =P52,922,623,199
Deferred tax assets 8,521,291 22,049,451 – 55,709,479 86,280,221
Total Assets =60,745,780,944
P P
=298,180,623 =P17,189,180,306 (P =25,224,238,453) P
=53,008,903,420

Segment liabilities =33,928,803,567


P P
=275,584,925 =
P10,823,793,820 (P
=16,102,081,183) =
P28,926,101,129
Deferred tax liabilities 2,187,251,755 80,362 809,242,114 (45,045,600) 2,951,528,631
Total Liabilities =36,116,055,322
P =275,665,287
P =11,633,035,934
P (P
=16,147,126,783) P
=31,877,629,760

For the Year Ended December 31, 2019


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue P
=13,551,163,364 P
=412,151,431 P
=713,381,593 (P
=361,680,120) P
=14,315,016,268
Costs and expenses
Cost of real estate sales and services 8,638,664,807 295,241,150 217,448,235 (179,120,746) 8,972,233,446
General, administrative and selling
expenses 2,933,170,351 99,664,088 202,983,622 – 3,235,818,061
Operating income 1,979,328,206 17,246,193 292,949,736 (182,559,374) 2,106,964,761
Other income (expenses)
Interest and other income 1,040,347,760 1,543,625 23,497,911 (103,576,912) 961,812,384
Interest and other financing charges (1,073,115,571) (372,012) (42,833,527) 103,576,912 (1,012,744,198)
Income before income tax 1,946,560,395 18,417,806 273,614,120 (182,559,374) 2,056,032,947
Provision for income tax 501,139,550 4,330,376 79,518,996 (7,426,174) 577,562,748
Net income =1,445,420,845
P P
=14,087,430 P
=194,095,124 (P
=175,133,200) =1,478,470,199
P

As of December 31, 2019


Segment assets =65,431,347,121
P =328,496,231 P
P =8,384,169,137 (P
=20,744,475,004) =
P53,399,537,485
Deferred tax assets 25,013,993 17,134,134 – – 42,148,127
Total Assets =65,456,361,114
P =345,630,365 P
P =8,384,169,137 (P
=20,744,475,004) P
=53,441,685,612

Segment liabilities =37,863,283,879


P =260,753,562
P =6,411,286,302 (P
P =13,417,470,846) =
P31,117,852,897
Deferred tax liabilities 2,168,872,268 – 546,817,133 (7,426,174) 2,708,263,227
Total Liabilities =40,032,156,147
P =260,753,562
P =6,958,103,435 (P
P =13,424,897,020) P
=33,826,116,124

33. Other Current and Noncurrent Liabilities

Deposits for Preferred Shares Subscription


The Group’s deposit for preferred shares subscription pertains to deposits received by the Group from
buyers of its preferred shares. On June 17, 2015, the Group’s preferred shares divided into Class A,
Class B, Class C and Class D have been registered with SEC for public offering.

Movements of issuances and cancellation of shares per Preferred Class are summarized in the table
below.

Number of Shares
Preferred A Preferred B Preferred C Preferred D
Class of shares shares shares shares shares Total
Authorized shares 6,344 520 520 520
Par value in P
= 10 100 1,000 10,000
Issued and outstanding shares at
December 31, 2015 1,430 234 – 234 1,898
Issuances during 2016 286 52 – – 338
Cancellation of shares – – – (221) (221)
Issued and outstanding shares at
December 31, 2016 1,716 286 – 13 2,015
Issuances during 2017 4,498 200 91 26 4,815
Cancellation of shares – – – – –

(Forward)

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Number of Shares
Preferred A Preferred B Preferred C Preferred D
Class of shares shares shares shares shares Total
Issued and outstanding shares at
December 31, 2017 6,214 486 91 39 6,830
Issuances during 2018 – 8 416 169 593
Cancellation of shares (26) – – – (26)
Issued and outstanding shares at
December 31, 2018 6,188 494 507 208 7,397
Issuances during 2019 – – – – –
Cancellation of shares – – – – –
Issued and outstanding shares at
December 31, 2019 6,188 494 507 208 7,397
Issuances during 2020 – – 13 39 52
Cancellation of shares (39) (13) – – (52)
Issued and outstanding shares at
December 31, 2020 6,149 481 520 247 7,397
Issuances during 2021 – – – – –
Cancellation of shares (520) (52) (39) (104) (715)
Number of shares at
December 31, 2021 5,629 429 481 143 6,682

During 2016, there is additional issuances of 338 and cancellations of 221 shares

In 2017, there is additional issuances of 4,815 shares.

Consequently, in 2018, additional 593 shares were issued and 26 shares were cancelled.

In 2020, total of 52 additional issuances and cancellation of 52 shares.

In 2021, total of 715 shares were cancelled.

The preferred shares have the following features, rights, privileges and obligations which can be
availed by the preferred shareholders upon full payment:
a. All classes of the preferred shares are non-voting.
b. Preferred shareholders are entitled to use and occupy, for twenty-eight (28) nights per year (the
“Annual Usage Entitlement”), the rooms to be owned by the Group in the planned Acqua 6
Tower of the Acqua Private Residences (upon its completion and only when such rooms are
ready for occupancy), with the room class based on the class of preferred shares owned. Annual
Usage Entitlements are non-cumulative.

The corresponding room class of each class of shares are as follows:

Class of Preferred Shares Corresponding Room Class


Preferred A shares Studio Room
Preferred B shares One Bedroom Deluxe Room
Preferred C shares One Bedroom Superior Room
Preferred D shares One Bedroom Premier Room

c. The preferred shareholders shall be entitled to a share in Net Room Rental Revenue at the rate of
40% for all of the 152 rooms to be owned by the Group. The share of a preferred shareholder in
the Net Room Rental Revenue shall be payable annually. The share of a preferred shareholder in
the Net Room Rental Revenue shall be calculated based on the attributable square meters
(“SQM”) corresponding to the class of preferred shares held by such preferred shareholder for
every 13 preferred shares held.

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d. Net Room Rental Revenue means total revenue from rentals of all rooms less total room cost of
sales. The corresponding attributable SQM of each class of shares are as follows:

Class of Preferred Shares Corresponding Attributable SQM


Preferred A shares 8.00
Preferred B shares 11.75
Preferred C shares 19.00
Preferred D shares 21.75

e. The preferred shareholders shall no longer participate in any dividend declaration of the Group.

The preferred shareholders shall regularly and diligently pay the fees, contributions, charges and
other dues, including but not limited to the Annual Management Fee, Annual Operating Budget,
Furniture, Fittings and Equipment Reserve, pertaining to the maintenance and use of the rooms to be
owned by the Group.

Upon full payment and availability of the rooms and when the rights and benefits vest upon
completion of the Project, these deposits will be reclassified to preferred shares and will be split
between the equity and liability components. As of December 31,2021 and 2020, 4,888 shares and
4,953 shares have been fully paid, respectively. The deposits, however, are retained as liabilities
since the shareholder’s rights to the 28 free nights to stay at the hotel and contractual right to
dividends will inure to the shareholder only upon full payment and availability of rooms. Currently,
the facility is still under construction. Once the facility is complete and available for use, the
Company will determine the liability and equity components of the said deposits and will classify
accordingly. Completion is expected in 2022.

Total deposits for preferred shares subscriptions received presented under financial statement caption
“Other noncurrent liabilities” amounted to =P1,036.89 million and =P1,092.10 million as of
December 31, 2021 and December 31, 2020, respectively.

Deposit for Future Stock Subscription


In 2019, the Group received deposits amounting to = P42.48 million from stockholders with the
purpose of applying the same as payment for future issuance of shares of stock. These were classified
as a liability since its application for the increase in authorized capital stock has not been filed yet
with SEC as of December 31, 2019.

In 2020, the increase in authorized capital stock was approved and 30,000,000 preferred shares with a
par value of =P0.53 were fully subscribed, thus the DFFS amounting the =
P42.48 million was
reclassified to equity (see Note 24).

Advance Deposits and Refundable Deposits


Refundable deposits pertain to utilities and meter deposits, and security deposits collected from
tenants which are refundable at the end of the lease contracts. The Group received refundable
deposits and security deposits classified as “Other current liabilities” amounting to =
P107.38 million
and P
=352.67 million “Other noncurrent liabilities” amounting to = P741.34 million and
=694.45 million as of December 31, 2021 and 2020, respectively.
P

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Deferred Lease Income


Deferred lease income is amortized over the lease term on a straight-line basis and which
amortization is recorded as part of “Leasing revenue” in the statements of comprehensive income.
The carrying value of the deferred lease income presented under financial statement caption “Other
noncurrent liabilities” amounted to =P134.93 million and =
P214.26 million presented under financial
statement caption “Other current liabilities” as of December 31, 2021 and 2020, respectively.

34. Contingencies

The Group is contingently liable for lawsuits or claims filed by third parties (substantially civil cases
that are either pending decision by the courts or are under negotiation, the outcomes of which are not
presently determinable). In the opinion of management and its legal counsels, the eventual liability
under these lawsuits or claims, if any, will not have a material or adverse effect on the Group's
financial position and results of operations. The information usually required by PAS 37, Provisions,
Contingent Liabilities and Contingent Assets, is not disclosed on the grounds that it can be expected
to prejudice the outcome of these lawsuits, claims or assessments. No provisions were recognized in
2021, 2020 and 2019 with respect to the foregoing matters.

35. Notes to Consolidated Statements of Cash Flows

Below are the noncash transactions not included in the adjustments for income before tax in the
consolidated statements of cash flows for the years ended December 31, 2021, 2020 and 2019:

a. Transfer from deposit for purchased land to real estate inventories amounting to =
P166.00 million
in 2019 (see Notes 7 and 9).

b. Transfer from real estate inventories to investment property amounting to =


P2.52 million in 2020
(see Notes 7 and 11).

c. Other receivables amounting to =


P384.22 million converted to advances to land owners in 2020
(see Notes 6 and 13).

d. Transfer from investment property to real estate inventories amounting to =


P191.13 million in
2019 (see Notes 7 and 11).

e. Gain from change in fair value of investment properties amounting to =


P225.50 million,
=558.62 million and =
P P260.93 million in 2021, 2020 and 2019 respectively (Note 11).

f. Net change in fair value of equity instruments at FVOCI recognized in other components of
equity amounting to (P=0.04 million), (P
=0.06 million) and =
P0.02 million and =
P0.01 million in
2021, 2020 and 2019, respectively.

g. Amortization of deferred financing costs amounting to =


P89.54 million, P
=84.69 million and
=90.48 million =
P P89.34 million in 2021, 2020 and 2019, respectively (see Notes 18).

h. Additions to right-of-use assets and increase in lease liabilities amounting P


=76.29 million,
=11.57 million and =
P P71.93 million in 2021, 2020 and 2019, respectively (see Note 12).

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Changes in liabilities arising from financing activities


2021
Beginning of the Deferred financing Amortization of Dividend Other
year Cash flows cost application discount declaration movements End of the year
Short-term and long-term debts = 15,668,124,400
P (P
= 3,386,174,059) (P
= 22,743,202) = 47,760,295
P =–
P =–
P P
=12,306,967,433
Bonds payable 3,084,766,287 2,880,890,000 (60,242,941) 41,782,082 – – 5,947,195,429
Non-controlling interest 1,271,816,572 40,000,000 – – – 318,355,717 1,630,172,289
Due to related parties 270,006,022 47,352,712 – – – – 317,358,734
Dividends payable 215,064,276 (327,440,181) – – 165,356,545 – 52,980,640
Lease liabilities 4,525,606 (23,678,500) – – – 76,292,857 57,139,963
Deferred financing costs – (82,986,143) 82,986,143 – – –
= 20,514,303,163
P (P
= 852,036,171) =–
P = 89,542,377
P = 165,356,545
P = 394,648,574
P = 20,311,814,490
P

2020
Amortization of Other
Beginning of the year Cash flows Acquisition of NCI discount Dividend declaration movements End of the year
Short-term and long-term debts =16,795,409,867
P (P
= 1,211,979,706) =–
P =84,694,239
P =–
P =–
P =
P15,668,124,400
Bonds payable 4,453,032,166 (1,393,530,000) – 25,264,121 – – 3,084,766,287
Paid-in capital 8,840,595,694 2,910,771,277 – – – (9,836,529) 11,741,530,442
Non-controlling interest 2,132,513,056 (96,000,000) (1,117,761,580) – – 353,065,096 1,271,816,572
Deposits for future stock subscription 42,480,000 – – – – (42,480,000) –
Other noncurrent liabilities 1,455,112,885 56,107,956 – – – 275,346,783 1,786,567,624
Due to related parties 171,191,762 126,452,736 – – – (27,638,476) 270,006,022
Dividends payable 11,717,930 (297,179,924) – – 500,526,270 – 215,064,276
Lease liabilities 61,178,004 (17,090,874) – – – (39,561,524) 4,525,606
Other noncurrent assets (1,513,772,396) (13,825,625) – – – (172,324,976) (1,699,922,997)
=32,449,458,968
P =63,725,840
P (P
= 1,117,761,580) =109,958,360
P =500,526,270
P =336,570,374
P =32,342,478,232
P

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2019

Beginning of the Adoption of Effect of foreign Amortization of Dividend Advance rentals and
year Cash flows PFRS 16 currency translation discount declaration security deposits Other movements End of the year
Short-term and long-term debts =19,240,859,339
P (P
= 2,419,601,162) =–
P (P
= 116,330,537) =90,482,227
P =–
P =
P =–
P P
=16,795,409,867
Bonds payable 1,505,894,698 2,925,987,567 – – 21,149,901 – – – 4,453,032,166
Paid-in capital 8,840,595,694 – – – – – – – 8,840,595,694
Non-controlling interest 1,109,270,329 826,521,357 – – – – – 196,721,370 2,132,513,056
Other noncurrent liabilities 624,797,479 412,195,714 – – – – 418,119,692 – 1,455,112,885
Deposits for future stock
subscription – 42,480,000 – – – – – – 42,480,000
Due to related parties 98,575,198 72,169,497 – – – – – 447,067 171,191,762
Dividends payable – (126,201,322) – – – 137,919,252 – – 11,717,930
Other noncurrent assets (1,320,598,313) (52,316,528) – – – – – (140,857,555) (1,513,772,396)
Lease liabilities – (10,755,613) 71,933,617 – – – – – 61,178,004
=30,099,394,424
P =1,670,479,510
P =71,933,617
P (P
= 116,330,537) =111,632,128
P =137,919,252
P =418,119,692
P =56,310,882
P P
=32,449,458,968

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36. Events After the Reporting Date

Public Offering of Retail Bonds


On February 11, 2022, the Securities and Exchange Commission approved the application of the
Parent Company’s Shelf Registration of Debt Securities in the aggregate amount of Six Billion Pesos
(P
=6,000,000,000) to be offered within a period of 3 years or such period as Securities and Exchange
Commission may allow at an Issue Price of 100% of Face Value. The First Tranche of the Fixed
Rate Retail Bonds is Two Billion Pesos (P=2,000,000,000) with an Oversubscription Option of up to
One Billion Pesos (P
=1,000,000,000) Five (5)-Year Fixed Retail Bonds due 2027.

On February 22, 2022, the Parent Company listed at the PDEx its five-year bonds, with interest rates
of 5.7524%% p.a. The bonds are rated “AA” by Credit Rating and Investor Services Philippines Inc.
(CRISP).

*SGVFS163537*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT


ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Century Properties Group, Inc. and Subsidiaries (the Group) as at December 31, 2021 and
2020, and for each of the three years in the period ended December 31, 2021, included in this Form 17-A,
and have issued our report thereon dated April 12, 2022. Our audits were made for the purpose of
forming an opinion on the basic consolidated financial statements taken as a whole. The schedules listed
in the Index to the Supplementary Schedules are the responsibility of the Group’s management. These
schedules are presented for purposes of complying with the Revised Securities Regulation Code Rule 68,
and are not part of the basic consolidated financial statements. These schedules have been subjected to
the auditing procedures applied in the audit of the basic consolidated financial statements and, in our
opinion, the financial information required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole, are prepared in all material respects, in accordance with Philippine
Financial Reporting Standards, as modified by the application of the financial reporting reliefs issued and
approved by the Securities and Exchange Commission, as described in Note 2 to the consolidated
financial statements.

SYCIP GORRES VELAYO & CO.

John T. Villa
Partner
CPA Certificate No. 94065
Tax Identification No. 901-617-005
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 94065-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-076-2020, December 3, 2020, valid until December 2, 2023
PTR No. 8854384, January 3, 2022, Makati City

April 12, 2022

*SGVFS163537*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT ON


COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Century Properties Group, Inc. and Subsidiaries (the Group) as at December 31, 2021 and
2020, and for each of the three years in the period ended December 31, 2021, and have issued our report
thereon dated April 12, 2022. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The Supplementary Schedule on Financial Soundness
Indicators, including their definitions, formulas, calculation, and their appropriateness or usefulness to the
intended users, are the responsibility of the Group’s management. These financial soundness indicators
are not measures of operating performance defined by Philippine Financial Reporting Standards (PFRSs),
as modified by the application of the financial reporting reliefs issued and approved by the Securities and
Exchange Commission (SEC), as described in Note 2 to the consolidated financial statements, and may
not be comparable to similarly titled measures presented by other companies. This schedule is presented
for the purpose of complying with the Revised Securities Regulation Code Rule 68 issued by the SEC,
and is not a required part of the basic consolidated financial statements prepared in accordance with
PFRSs, as modified by the application of the financial reporting reliefs issued and approved by the SEC,
as described in Note 2 to the consolidated financial statements. The components of these financial
soundness indicators have been traced to the Group’s consolidated financial statements as at
December 31, 2021 and 2020 and for each of the three years in the period ended December 31, 2021
and no material exceptions were noted.

SYCIP GORRES VELAYO & CO.

John T. Villa
Partner
CPA Certificate No. 94065
Tax Identification No. 901-617-005
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 94065-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-076-2020, December 3, 2020, valid until December 2, 2023
PTR No. 8854384, January 3, 2022, Makati City

April 12, 2022

*SGVFS163537*
A member firm of Ernst & Young Global Limited
INDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARY
SCHEDULES

Schedule Contents

A Financial Assets

B Amounts Receivable from Directors, Officers, Employees, Related


Parties, and Principal Stockholders (Other than Related parties)

C Amounts Receivable from Related Parties which are Eliminated


during the Consolidation of Financial Statements

D Intangible Assets - Other Assets

E Long-Term Debt

F Indebtedness to Related Parties

G Guarantees of Securities of Other Issuers

H Capital Stock

I Schedule of Retained Earnings Available for Dividend Declaration

J Financial Ratios

K Map Showing the Relationships Between and Among the Companies in the
Group, its Ultimate Parent Company and Co-subsidiaries

L Schedule of Preferred Shares Proceeds

M Schedule of Bonds Proceeds


SCHEDULE A

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF FINANCIAL ASSETS
DECEMBER 31, 2021

Number of shares or Income


principal amount of Amount shown in received or
bonds and notes the balance sheet accrued
Cash and cash equivalents =–
P =3,693,074,161
P =28,689,057
P
Short-term investments 1,032,513,990 11,513,338
Receivables
Trade receivables:
ICR – 8,449,607,463 180,116,059
Leasing receivables – 351,493,631 –
Management fee – 90,710,063 –
Advances to condominium
corporations 30,766,235 –
Advances to customers – 76,985,252 –
Other receivables – 297,013,212 –
Due from related parties – 526,962,834 –
Rental deposit – 110,415,828 –
P
=– P
=14,659,542,669 P
=220,318,454
SCHEDULE B

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES, AND
PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES)
DECEMBER 31, 2021

Name and Balance at Balance at


Designation of beginning of Amounts Not the end of the
debtor period Additions collected Current Current period
Officers, Directors
and Employees =18,828,073
P =20,835,112
P (P
=13,792,517) P
=25,870,668 =–
P =25,870,668
P
SCHEDULE C

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
RELATED PARTIES WHICH ARE ELIMINATED DURING THE
CONSOLIDATION OF FINANCIAL STATEMENTS
DECEMBER 31, 2021

Receivable Payable Current


Balance Balance Portion
CPGI =10,446,086,135
P (P
=53,990,079) =10,392,096,056
P
CLC 522,170,492 (7,101,820,406) (6,579,649,914)
PPHI 71,478,085 (4,248,151) 67,229,934
CCDC 3,396,543,208 (5,909,009,273) (2,512,466,065)
CCC – (1,132,671,380) (1,132,671,380)
CPMI 17,234,737 (1,987,315) 15,247,422
CDLC – (249,786,053) (249,786,053)
Total Eliminated
Receivables/Payables P
=14,453,512,657 (P
=14,453,512,657) P
=–
SCHEDULE D

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INTANGIBLE ASSETS - OTHER ASSETS
DECEMBER 31, 2021

Charged to Charged to Other changes


Beginning Additions at cost and other additions Ending
Description Balance cost expenses accounts (deductions) Balance
Trademark =3,024,289
P =–
P =–
P =–
P =–
P =3,024,289
P
Software
Cost 31,414,430 22,455,101 (7,124,482) – – 46,745,049
P34,438,719
= P22,455,101
= (P
=7,124,482) P–
= P–
= P49,769,338
=
SCHEDULE E

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF LONG-TERM DEBT
AND BONDS PAYABLE
DECEMBER 31, 2021

Long-term Debt and Bonds Payable

Amount shown under Amount shown under


caption "Current caption “Noncurrent
Title of Issue and Amount authorized by Liabilities” in related Liabilities” in related
type of obligation indenture balance sheet balance sheet
Term Loan =8,943,661,794
P =4,001,266,084
P =4,942,395,710
P
Payable under CTS
financing 2,891,444,012 1,464,202,292 1,427,241,720
Chattel Mortgage 3,501,544 2,359,951 1,141,593
Bonds payable 5,947,195,429 2,992,055,358 2,955,140,071
P
=17,785,802,779 P
=8,459,883,685 P
=9,325,919,094
SCHEDULE F

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INDEBTEDNESS TO RELATED PARTIES
(LONG-TERM LOANS FROM RELATED COMPANIES)
DECEMBER 31, 2021

Indebtedness to related parties (Long-term loans from Related Companies)


Name of related party Balance at beginning of period Balance at end of period

N/A
SCHEDULE G

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF GUARANTEES OF SECURITIES OF
OTHER ISSUERS
DECEMBER 31, 2021

Guarantees of Securities of Other Issuers


Name of issuing entity of Title of issue of Amount owned
securities guaranteed by each class of Total amount by person for
the company for which securities guaranteed and which statement Nature of
this statement is filed guaranteed outstanding is file guarantee

N/A
SCHEDULE H

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF CAPITAL STOCK
DECEMBER 31, 2021

Capital Stock
Number of Number of
shares issued shares reserved
and outstanding for options
Number of as shown under warrants, Number of Directors,
shares related balance conversion and shares held by officers and
Title of Issue authorized sheet caption other rights related parties employees Others
Common
Stock* 18,000,000,000 11,599,600,690 – – 11 –
Preferred
Stock 3,000,000,000 30,000,000 – – – –
*All nine (9) directors have one (1) nominal common shares issued
SCHEDULE I

CENTURY PROPERTIES GROUP INC.


RECONCILIATION OF RETAINED EARNINGS AVAILABLE FOR
DIVIDEND DECLARATION
DECEMBER 31, 2021

Unappropriated Retained Earnings, as adjusted to


P
=578,435,732
available for dividend distribution, beginning

Add: Net income (loss) actually earned/realized during the period


Net income (loss) during the period closed to Retained Earnings (695,997,939)
Less: Non-actual/unrealized income net of tax
Equity in net income of associate/joint venture −
Unrealized foreign exchange gain - net (except those attributable
to Cash and Cash Equivalents) −
Unrealized actuarial gain
Fair value adjustment (M2M gains) −
Fair value adjustment of Investment Property resulting to gain −
Adjustment due to deviation from PFRS/GAAP-gain −
Other unrealized gains or adjustments to the retained earnings as
a result of certain transactions accounted for under the PFRS −
Sub-total −

Add: Non-actual/Unrealized Losses



Depreciation on revaluation increment (after tax)

Adjustment due to deviation from PFRS/GAAP – loss

Loss on fair value adjustment of investment property (after tax)

(695,997,939)
Net Income Actual/Realized

Add (Less):
Dividend declarations during the period (165,356,536)
Appropriations of Retained Earnings during the period −
Reversals of appropriations −
Effects of prior period adjustments −
Treasury shares −
(165,356,536)
TOTAL RETAINED EARNINGS, END
AVAILABLE FOR DIVIDEND (P
=282,918,743)
SCHEDULE J

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF FINANCIAL RATIOS
DECEMBER 31, 2021

Financial ratios 31-Dec-21 31-Dec-20


Current/Liquidity Ratios
Current Assets 35,012,984,828 34,066,943,185
Current Liabilities 17,817,016,575 14,183,354,919
Current Ratios 1.97 2.40

Current Assets 35,012,984,828 34,066,943,185


Inventory 16,143,099,068 14,651,328,952
Quick Assets 19,415,614,233 19,415,614,233
Current Liabilities 17,817,016,575 14,183,354,919
Quick Ratios 1.09 1.37

Liabilities and Debt Ratios


Short-term debt 468,360,083 811,948,735
Long-term debt - Current 5,467,828,327 5,447,303,305
Long-term debt - Non-current 6,370,779,023 9,408,872,360
Bonds payable 5,947,195,429 3,084,766,287
Debt 18,254,162,862 18,752,890,687
Equity 22,350,664,641 21,131,273,660
Debt-to-Equity 0.82 0.89

Debt 18,254,162,862 18,752,890,687


Cash and Cash Equivalents 3,693,074,161 2,473,555,750
Net Debt 14,561,088,701 16,279,334,937
Equity 22,350,664,641 21,131,273,660
Net Debt-to-Equity 0.65 0.77

Debt 18,254,162,862 18,752,890,687


EBITDA 1,922,133,566 2,408,094,098
Debt-to-EBITDA 9.50 7.79

Income before Income Tax 1,059,406,284 1,564,604,768


Interest expense 795,147,267 784,022,304
Depreciation and amortization 67,580,015 59,467,026
EBITDA 1,922,133,566 2,408,094,098

Asset to Equity Ratios


Total Assets 54,506,509,548 53,008,903,420
Total Equity 22,350,664,641 21,131,273,660
Asset to Equity Ratio 2.44 2.51

Liabilities to Equity Ratios


Total Liabilities 32,155,844,907 31,877,629,760
Total Equity 22,350,664,641 21,131,273,660
Liabilities to Equity Ratio 1.44 1.51
-2-

Financial ratios 31-Dec-21 31-Dec-20


Profitability ratios
Revenue 9,444,895,630 10,835,744,692
Gross Profit 4,011,702,937 4,240,276,075
Gross Profit Ratio 42.47% 39.13%

Net Income Attributable to 950,750,431 795,555,466


Equity
Revenue 9,444,895,630 10,835,744,692
Net Income Margin 10.07% 7.34%

Total Net Income after tax 1,269,106,148 1,149,234,036


Total Asset CY 54,506,509,548 53,008,903,420
Total Asset PY 53,008,903,420 53,441,685,612
Average total asset 53,757,706,484 53,225,294,516
Return on Asset 2.36% 2.16%

Total Net Income after tax 1,269,106,148 1,149,234,036


Total Equity CY 22,350,664,641 21,131,273,660
Total Equity PY 21,131,273,660 19,615,569,488
Average total equity 21,740,969,151 20,373,421,574
Return on Equity 5.84% 5.64%

Net Income 1,269,106,148 1,149,234,036


Revenue 9,444,895,630 10,835,744,692
Net Income Margin 13.44% 10.61%
SCHEDULE K

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


MAP SHOWING THE RELATIONSHIPS BETWEEN AND AMONG THE
COMPANIES IN THE GROUP, ITS ULTIMATE PARENT COMPANY AND CO-
SUBSIDIARIES
DECEMBER 31, 2021

Century Properties Group Inc. (CPGI) – incorporated in May 6, 1975, CPGI is the listed Company of
CPI with property development corporations as subsidiaries.

CPGI Subsidiaries
Century City Development Corporation (CCDC) – incorporated in 2006, is focused on developing
mixed-use communities that contain residences, office and retail properties. CCDC is currently
developing Century City, a 3.4 hectare mixed-use development along Kalayaan Avenue, Makati City.
CCDC has fourteen local subsidiaries.

Milano Development Corporation (MDC) & Centuria Medical Development Corporation (CMDC)
– is a wholly owned subsidiary of CCDC. Affiliated company under CCDC includes CCDC II.

Century Communities Corporation (CCC) – incorporated in 1994, is focused on horizontal house and
lot developments. From the conceptualization to the sellout of a project, CCC provides experienced
specialists who develop and execute the right strategy to successfully market a project. CCC is currently
developing Canyon Ranch, a 25-hec house and lot development located in Carmona, Cavite. 100% owned
by CPGI.

Century Limitless Corporation (CLC) – incorporated in 2008, is Century’s newest brand category that
focuses on developing high-quality, affordable residential projects. Projects under CLC caters to first-
time home buyers, start-up families and investors seeking safe, secure and convenient homes. It has one
internal branch office in Singapore namely CLC Singapore. CLC is 100%owned by CPGI.

Century Acqua Lifestyle Corporation - incorporated on November 6, 2014, a wholly owned subsidiary
of CLC, was organized primarily to acquire by purchase, own, hold, manage, administer, lease or operate
-2-

condominium units of the planned Acqua 6 Tower of Acqua Private Residences for the benefit of its
shareholders.

PHirst Park Homes Inc. - PHirst Park Homes Inc. was incorporated on August 31, 2018 and is the first-
home division and brand of CPGI. Its projects are located within the fringes of Metro Manila and its target
market are first homebuyers. Its current projects are located at Bo. San Lucas in Lipa City and San Pablo,
Laguna, which involve a multi-phase horizontal residential property and offer both Townhouse units &
Single Attached units. PHirst Park Homes is a joint venture project between Century Properties Group Inc.
and Mitsubishi Corporation with a 60-40% shareholding, respectively.

Century Properties Management Inc. (CPMI) – incorporated in 1989, is one of the largest property
management companies in the Philippines, as measured by total gross floor area under management.
100% owned by CPGI after acquisition of the shares of Mr. Romig.

Century Destinations and Lifestyle Corporation (formerly “Century Properties Hotel and Leisure
Inc.”) - CDLC, incorporated in March 27, 2014, is a newly formed wholly-owned subsidiary of CPGI.
CDLC shall operate, conduct and engage in hotel business and related business ventures.

A2Global Inc. - A2Global Inc., incorporated in 2013, is a newly formed company wherein CPGI has a
49% shareholdings stake. A2Global shall act as a sub-lessee for the project initiatives of Asian Carmakers
Corporation (ACC) and Century Properties Group Inc. in the development and construction commercial
office in Fort Bonifacio.
SCHEDULE L

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF PREFERRED SHARES PROCEEDS
DECEMBER 31, 2021

P
=2.0 BILLION PREFERRED SHARES WITH P
=1.0 BILLION OVERSUBSCRIPTION

ESTIMATED PER PROSPECTUS


Use of Proceeds With ACTUAL
Base Offer Oversubscription
Option
Net proceeds from the sale of
Preferred Shares =2,000,000,000
P =1,000,000,000
P =3,000,000,000
P
Less: Offer Related Expenses
Underwriting fees 20,000,000 10,000,000 49,031,689
DST 106,000 53,000 159,000
SEC registration and legal research fee 1,325,625 − 1,325,725
SEC listing fee 2,525 − 2,525
PSE Filing fee (inclusive of VAT) 3,360,000 − 3,300,050
Legal fees (excluding OPE) 3,500,000 − 1,711,217
Stock Transfer and Receiving Agent fee 225,000 − 550,000
Insurance Commission processing fee 10,100 − 10,100
Audit fees 3,300,000 − 4,693,071
Other miscellaneous expenses
(signing, publicity, etc.) 50,000 − 99,027
Subtotal =31,879,250
P P10,053,000
= =60,882,404
P
Estimated Net proceeds for the Offer =1,968,120,750
P =989,947,000
P
Net proceeds for the Offer =2,958,067,750
P =2,939,117,596
P

Capital Expenditures and


Project Related Expenses =2,325,514,199
P
Balance of proceeds as of
December 31, 2021 =613,603,397
P
SCHEDULE M

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF BONDS PROCEEDS
DECEMBER 31, 2021

P
=3.0 BILLION BONDS DUE ON 2024

ESTIMATED PER
Use of Proceeds ACTUAL
PROSPECTUS
Estimated proceeds from the sale of
P
=3,000,000,000 P
=3,000,000,000
Bonds
Less: Upfront fees
SEC registration and legal research fee 1,325,625 1,325,625
Underwriting fees 22,500,000 22,500,000
DST 22,500,000 22,500,000
Estimated Professional and Agency Fees 9,343,100 14,306,538
Listing application fees 100,000 100,000
Other Miscellaneous expense 50,000 44,837
Subtotal P
=55,818,725 P
=60,777,000
Net proceeds P
=2,944,181,275 P
=2,939,223,000

Balance of Proceeds as of December 2021 NIL

Century Properties Group, Inc. raised from the Bonds gross proceeds of = P3.0 billion. After issue-related
expenses, actual net proceeds amounted to approximately P =2.94 billion were used to partially repay
existing obligations of the Company, and partially finance capital expenditures of vertical project
development and other corporate fund requirements.
COVER SHEET
for
AUDITED FINANCIAL STATEMENTS

SEC Registration Number

0 0 0 0 0 6 0 5 6 6

COMPANY NAME

C E N T U R Y P R O P E R T I E S G R O U P I N C .

A N D S U B S I D I A R I E S

PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province )

2 1 s t F l o o r , P a C i f i c S t a r B u i l d

i n g , S e n . G i l P u y a t c o r n e r M a k

a t i A v e n u e , M a K a t i C i t y

Form Type Department requiring the report Secondary License Type, If Applicable

A A F S S E C N / A

COMPANY INFORMATION
Company’s Email Address Company’s Telephone Number Mobile Number

cpgi@century- (02)793-5526 0995 573 4010


properties.com

No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day)

499 6/14 12/31

CONTACT PERSON INFORMATION


The designated contact person MUST be an Officer of the Corporation
Name of Contact Person Email Address Telephone Number/s Mobile Number

Isabelita C. Sales cpgi@century- N/A 0995 573 4010


properties.com

CONTACT PERSON’s ADDRESS

21st Floor, Pacific Star Building, Sen. Gil Puyat corner Makati Avenue, Makati City

NOTE 1 : In case of death, resignation or cessation of office of the officer designated as contact person, such incident shall be reported to the
Commission within thirty (30) calendar days from the occurrence thereof with information and complete contact details of the new contact person designated.
2 : All Boxes must be properly and completely filled-up. Failure to do so shall cause the delay in updating the corporation’s records with the Commission
and/or non-receipt of Notice of Deficiencies. Further, non-receipt of Notice of Deficiencies shall not excuse the corporation from liability for its deficiencies.
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Corporate Information

Century Properties Group Inc. (the Parent Company or CPGI), a publicly listed company, was
incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on
May 6, 1975. The Parent Company is a 63.12%-owned subsidiary of Century Properties Inc. (the
Ultimate Parent or CPI) and the rest by the public. CPGI and its subsidiaries (collectively referred to
hereinafter as the Group) is primarily engaged in the development and construction of residential and
commercial real estate projects.

Acquisition of Noncontrolling Interest


The Parent Company has completed the acquisition of 40% of the total outstanding shares or
511,561,143 common shares of Mitsubishi Corporation (“MC”) in Century City Development II
Corporation, a subsidiary of the Century Properties Group, Inc. (“CPGI”), on August 24, 2020. The
acquisition price is =
P1.90 billion or =
P3.71 per share, paid in cash on August 24, 2020. A deed of
absolute sale was executed by MC in favor of CPGI. This resulted to CCDC II becoming a wholly-
owned subsidiary of CPGI.

The registered office address of the Parent Company is 21st Floor, Pacific Star Building, Sen. Gil
Puyat corner Makati Avenue, Makati City.

The accompanying consolidated financial statements as at December 31, 2020 and 2019 and for each
of the three years in the period ended December 31, 2020 were approved and authorized for issue by
the Board of Directors (BOD) on April 30, 2021.

2. Summary of Significant Accounting Policies

Basis of Preparation
The consolidated financial statements include the financial statements of the Parent Company and its
subsidiaries.

The accompanying consolidated financial statements have been prepared using the historical cost
basis, except for investment properties and financial assets measured at fair value through other
comprehensive income. The consolidated financial statements are presented in Philippine Peso (P =),
which is the functional currency of the Parent Company and of all the investee companies. All
amounts are rounded off to the nearest =P, except when otherwise indicated.

Statement of Compliance
The consolidated financial statements of the Group have been prepared in compliance with the
Philippine Financial Reporting Standards (PFRSs), which include the availment of the reliefs granted by
the Securities and Exchange Commission (SEC) under Memorandum Circulars (MC) Nos. 14-2018 and
3-2019, to defer 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 Philippine Interpretations Committee (PIC) Q&A 2018-12,
PFRS 15 Implementation Issues Affecting the Real Estate Industry
a. Assessing if the transaction price includes a significant financing component (as amended by
PIC Q&A 2020-04);

*SGVFSM009379*
-2-

b. Treatment of land in the determination of the percentage-of-completion (POC); and


c. Treatment of uninstalled materials in the determination of the POC
(as amended by PIC Q&A 2020-02).

 Deferral of the adoption of PIC Q&A 2018-14: Accounting for Cancellation of Real Estate Sales
(as amended by PIC Q&A 2020-05)
The consolidated financial statements also include the availment of relief under SEC MC
No. 4-2020 to defer the adoption of IFRIC Agenda Decision on Over Time Transfers of
Constructed Goods under PAS 23, Borrowing Cost (the IFRIC Agenda Decision on Borrowing
Cost) until December 31, 2020.

In December 2020, the SEC issued MC 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 Decision on
Borrowing Cost, for another other three (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 Adoption of New and Amended Accounting Standards and Interpretations section of this
note.

PFRSs include Philippine Financial Reporting Standards, Philippine Accounting Standards and
Interpretations issued by the Philippine Interpretations Committee (PIC).

Basis of Consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and
the following subsidiaries:

Percentage of Ownership
2020 2019 2018
Century Limitless Corporation (CLC) 100 100 100
Century Acqua Lifestyle Corporation (CALC) 100 100 100
Tanza Properties I, Inc. (TPI I) 60 60 60
Tanza Properties II, Inc. (TPI II) 60 60 60
Tanza Properties III, Inc. (TPI III) 60 60 60
Katipunan Prime Development Corporation (KPDC) 100 60 60
PHirst Park Homes Development Corporation (PPHDC) 100 100 100
Century Properties Management, Inc. (CPMI) 100 100 100
Siglo Suites, Inc. (SSI) 100 100 100
Siglo Commercial Management Corporation (SCMC) 100 100 100
Century Communities Corporation (CCC) 100 100 100
Century City Development Corporation (CCDC) 100 100 100
Century City Development Corporation II (CCDC II) 100 60 60
Centuria Medical Development Corporation (CMDC) 100 100 100
Knightsbridge Residences Development Corporation* 100 100 100
Milano Development Corporation (MDC) 100 100 100
Century City Development Corporation VII* 100 100 100
Century City Development Corporation VIII* 100 100 100
Century City Development Corporation X* 100 100 100
Century City Development Corporation XI* 100 100 100
Century City Development Corporation XII* 100 100 100
Century City Development Corporation XIV* 100 100 100

(Forward)

*SGVFSM009379*
-3-

Percentage of Ownership
2020 2019 2018
Century City Development Corporation XV* 100 100 100
Century City Development Corporation XVI* 100 100 100
Century City Development Corporation XVII* 100 100 100
Century City Development Corporation XVIII* 100 100 100
Century Destination Lifestyle Corporation (CDLC)** 100 100 100
PHirst Park Homes, Inc. (PPHI) 60 60 60
*non-operating CCDC subsidiaries
**formerly Century Properties Hotel and Leisure Inc. (CPHLI)

On August 24, 2020, the Parent Company acquired the remaining 40% of the total outstanding shares
of FMT Kalayaan, Inc. (“FMTK”; a subsidiary of Mitsubishi Corporation) in CCDC II.

On August 31, 2018, PPHI was incorporated by the Parent Company and Mitsubishi Corporation
(MC) for 60% and 40% ownership interests, respectively (see Note 20). The primary purpose of
PPHI is to engage in real estate development.

On July 20, 2018, KPDC was incorporated by CLC, a wholly owned subsidiary of the Parent
Company, and TCG Holdings, Inc. (THI) for 60% and 40% ownership interests, respectively. The
primary purpose of KPDC is to engage in real estate development. KPDC has not yet started
commercial operations.

On February 2, 2018, PPHDC, a wholly owned subsidiary of CLC, was incorporated. PPHDC was
organized primarily to engage in real estate development.

Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if and only if the Group has:
 Power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee)
 Exposure, or rights, to variable returns from its involvement with the investee, and
 The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this
presumption and when the Group has less than a majority of the voting or similar rights of an
investee, the Group considers all relevant facts and circumstances in assessing whether it has power
over an investee including:
 The contractual arrangement with the other vote holders of the investee
 Rights arising from other contractual arrangements
 The Group’s voting rights and potential voting rights

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that
there are changes to one or more of the three elements of control. Consolidation of a subsidiary
begins when the Group obtains control over the subsidiary and ceases when the Group loses control
of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed during
the year are included or excluded in the consolidated financial statements from the date the Group
gains control or until the date the Group ceases to control the subsidiary.

The financial statements of the subsidiaries are prepared for the same reporting period as the Parent
Company, using consistent accounting policies. All intra-group balances, transactions, unrealized
gains and losses resulting from intra-group transactions and dividends are eliminated in full.

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A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction. If the Group loses control over a subsidiary, it:
 Derecognizes the assets (including goodwill) and liabilities of the subsidiary, the carrying amount
of any non-controlling interests (NCI) and the cumulative translation differences recorded in
equity.
 Recognizes the fair value of the consideration received, the fair value of any investment retained
and any surplus or deficit in profit or loss.
 Reclassifies the parent’s share of components previously recognized in other comprehensive
income to profit or loss or retained earnings, as appropriate.

Adoption of New and Amended Accounting Standards and Interpretations


The accounting policies adopted are consistent with those of the previous financial year, except that
the Group has adopted the following new accounting pronouncements starting January 1, 2020.
Unless otherwise indicated, adoption of these pronouncements did not have any significant impact on
the Group’s financial position or performance.

 Amendments to PFRS 3, Business Combinations, Definition of a Business


 Amendments to PFRS 7, Financial Instruments: Disclosures and PFRS 9, Financial Instruments,
Interest Rate Benchmark Reform
 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


 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. The latter 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.

The adoption of this PIC Q&A did not impact the consolidated financial statements of the Group
since it has previously adopted the additional guidance issued by the PIC in September 2019.

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Future Changes in Accounting Policies


Pronouncements issued but not yet effective are listed below. Unless otherwise indicated, the Group
does not expect that the future adoption of the said pronouncements will have a significant impact on
its 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

Effective beginning on or after January 1, 2022


 Amendments to PFRS 3, Reference to the Conceptual Framework
 Amendments to PAS 16, Plant and Equipment: Proceeds before Intended Use
 Amendments to PAS 37, Onerous Contracts – Costs of Fulfilling a Contract
 Annual Improvements to PFRSs 2018-2020 Cycle
 Amendments to PFRS 1, First-time Adoption of Philippines Financial Reporting Standards,
Subsidiary as a first-time adopter
 Amendments to PFRS 9, Financial Instruments, Fees in the ’10 per cent’ test for
derecognition of financial liabilities
 Amendments to PAS 41, Agriculture, Taxation in fair value measurements

Effective beginning on or after January 1, 2023


 Amendments to PAS 1, Classification of Liabilities as Current or Non-current
 PFRS 17, Insurance Contracts

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

 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 significant financing Until
component as discussed in PIC Q&A 2018-12-D (as amended by PIC December 31, 2023
Q&A 2020-04)
b. Treatment of land in the determination of the POC discussed in PIC Until
Q&A 2018-12-E December 31, 2023
c. Treatment of uninstalled materials in the determination of the POC Until
discussed in PIC Q&A 2018-12-E (as amended by PIC Q&A 2020-02) December 31, 2020
d. Accounting for CUSA Charges discussed in PIC Q&A No. 2018-12-H Until
December 31, 2020

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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 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
 PIC Q&A 2020-02, which provides additional guidance on determining which uninstalled
materials should not be included in calculating the POC

After the deferral period, real estate companies would have to adopt PIC Q&A No. 2018-12 and
any subsequent amendments thereto retrospectively or as the SEC will later prescribe.

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:
a. The mismatch between the POC of the real estate projects and right to an amount of
consideration based on the schedule of payments provided for in the contract to sell might
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 in
restatement of prior year financial statements. Adoption of this guidance would have impacted
interest income, interest expense, revenue from real estate sales, installment contracts
receivable, provision for deferred income tax, deferred tax asset or liability for all years
presented, and the opening balance of retained earnings. The Group has yet to assess if the
mismatch constitutes a significant financing component for its contracts to sell.

b. The exclusion of land and uninstalled materials in the determination of POC would have
reduced the percentage of completion of real estate projects. Adoption of this guidance would
have reduced revenue from real estate sales, cost of sales and installment contracts receivable;
increased real estate inventories and would have impacted deferred tax asset or liability and
provision for deferred income tax for all years presented, and the opening balance of retained
earnings.

c. Had the Group accounted for the revenue from air-conditioning services, CUSA and handling
services as principal, this would have resulted in the gross presentation of the related revenue,
costs and expenses. Currently, the related revenue is presented net of costs and expenses.
There is no impact on opening retained earnings, income and expense and the related balance
sheet accounts.

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

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 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, 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 consolidated
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.

 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 (Approach 3). 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 of adoption of this PIC Q&A until
December 31, 2020. Currently, the Group records the repossessed inventory at cost. The Group
has opted to implement Approach 3 in its accounting for sales cancellation.

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

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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 PFRSs and should specify in
the “Basis of Preparation of the Financial Statements” section of the consolidated financial
statements that the accounting framework is:

PFRSs, 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) Assessing whether the transaction price includes a significant financing component
2) Treatment of land in the determination of the percentage-of-completion
3) Impact of implementing the IFRIC Agenda Decision on Over Time Transfers of Constructed
Goods under PAS 23, Borrowing Cost

b. The Auditor’s report will:


i. reflect in the Opinion paragraph that the consolidated financial statements are prepared in
accordance with the compliance framework described in the notes to the consolidated
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 consolidated 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.

Current versus Noncurrent Classification


The Group presents assets and liabilities in the consolidated statement of financial position based on
current/noncurrent classification.

An asset is current when it is:


 Expected to be realized or intended to be sold or consumed in normal operating cycle;
 Held primarily for the purpose of trading;
 Expected to be realized within twelve months after the reporting period; or
 Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at
least twelve months after the reporting period.

All other assets are classified as noncurrent.

A liability is current when:


 It is expected to be settled in normal operating cycle;
 It is held primarily for the purpose of trading;
 It is due to be settled within twelve months after the reporting period; or
 There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period.

The Group classifies all other liabilities as noncurrent.

Cash and Cash Equivalents


Cash includes cash on hand and in banks. Cash equivalents are short-term, highly liquid investments
that are readily convertible to known amounts of cash with original maturities of three months or less
from dates of placement and are subject to an insignificant risk of change in value.

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Short-term Investments
Short-term investments consist of money market placements made for varying periods of more than
three (3) months and up to one (1) year and earn interest at the respective short-term investment rates.
Short-term investment does not qualify as cash equivalents.

Financial Instruments
Initial recognition
The Group classifies financial assets, at initial recognition, as subsequently measured at amortized
cost, fair value through other comprehensive income (FVOCI), and fair value through profit or loss
(FVTPL).

The classification of financial assets at initial recognition depends on the financial asset’s contractual
cash flow characteristics and the Group’s business model for managing them. Except for trade
receivables that do not contain a significant financing component or for which the Group has applied
the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case
of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do
not contain a significant financing component or for which the Group has applied the practical
expedient are measured at the transaction price determined under PFRS 15.

For a financial asset to be classified and measured at amortized cost or fair value through OCI, it
needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the
principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an
instrument level. The Group’s business model for managing financial assets refers to how it manages
its financial assets in order to generate cash flows. The business model determines whether cash
flows will result from collecting contractual cash flows, selling the financial assets, or both.

Purchases or sales of financial assets that require delivery of assets within a time frame established by
regulation or convention in the market-place (regular way trades) are recognized on the trade date,
i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement of financial assets


For purposes of subsequent measurement, financial assets are classified in four categories:
 Financial assets at amortized cost
 Financial assets at fair value through profit or loss
 Financial assets at fair value through OCI, where cumulative gains or losses previously
recognized are reclassified to profit or loss
 Financial assets designated at fair value through OCI, where cumulative gains or losses
previously recognized are not reclassified to profit or loss

Financial assets at amortized cost


The Group measures financial assets at amortized cost if both of the following conditions are met:
 The financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows
 The contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding

Financial assets at amortized cost are initially recognized at fair value plus directly attributable
transaction costs and subsequently measured using the effective interest (EIR) method, less any
impairment in value. Gains and losses are recognized in profit or loss when the asset is derecognized,
modified or impaired. This accounting policy relates to the Group’s “Cash and cash equivalents”,

*SGVFSM009379*
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“Short-term investments”, “Receivables” (excluding other receivables), rental deposits under “Other
current assets”, “Due from related parties” and “Investment in bonds”.

Equity instruments. The Group may also make an irrevocable election to measure at FVOCI on
initial recognition investments in equity instruments that are neither held for trading nor contingent
consideration recognized in a business combination in accordance with PFRS 3. The classification is
determined on an instrument-by-instrument basis.

Gains and losses on these financial assets are never recycled to profit or loss. However, the Group
may transfer the cumulative gain or loss within equity. Dividends on such investments are
recognized in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the
investment. Equity instruments designated at fair value through OCI are not subject to impairment
assessment.

The Group elected to classify irrevocably its quoted equity investments under this category.

Classification of financial liabilities


Financial liabilities are measured at amortized cost, except for the following:
 financial liabilities measured at fair value through profit or loss;
 financial liabilities that arise when a transfer of a financial asset does not qualify for
derecognition or when the Group retains continuing involvement;
 financial guarantee contracts;
 commitments to provide a loan at a below-market interest rate; and
 contingent consideration recognized by an acquirer in accordance with PFRS 3.

As of December 31, 2020 and 2019, the financial liabilities of the Group are of the nature of financial
liabilities at amortized cost (debt instrument). This accounting policy applies to the Group’s
“Accounts and other payables” (excluding customer’s advances and statutory liabilities), “Due to
related parties”, “Short-term debt”, Liability from purchased land”, Long-term debt” and “Bonds
Payable”.

Reclassifications of Financial Instruments


The Group reclassifies its financial assets when, and only when, there is a change in the business
model for managing the financial assets. Reclassifications shall be applied prospectively by the
Group and any previously recognized gains, losses or interest shall not be restated. The Group does
not reclassify its financial liabilities.

Impairment of Financial Assets


The Group recognizes an allowance for expected credit losses (ECLs) for all debt instruments not
held at fair value through profit or loss. ECLs are based on the difference between the contractual
cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original effective interest rate. The expected cash
flows will include cash flows from the sale of collateral held or other credit enhancements that are
integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are provided for credit losses that result from
default events that are possible within the next 12-months (a 12-month ECL). For those credit
exposures for which there has been a significant increase in credit risk since initial recognition, a loss
allowance is required for credit losses expected over the remaining life of the exposure, irrespective
of the timing of the default (a lifetime ECL).

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Financial assets are credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of those financial assets have occurred. For these credit exposures,
lifetime ECLs are also recognized and interest revenue is calculated by applying the credit-adjusted
EIR to the amortized cost of the financial asset.

The Group applies a simplified approach in calculating ECLs for “ICRs”. Therefore, the Group does
not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at
each reporting date. For leasing receivables, the Group has established a provision matrix that is
based on its historical credit loss experience. For ICR, the Group uses a vintage analysis that is based
on its historical credit loss experience. Both are further adjusted for forward-looking factors specific
to the debtors and the economic environment.

For all debt financial assets other than ICRs, ECLs are recognized using the general approach wherein
the Group tracks changes in credit risk and recognizes a loss allowance based on either a 12-month or
lifetime ECLs at each reporting date.

At each reporting date, the Group assesses whether there has been a significant increase in credit risk
for financial assets since initial recognition by comparing the risk of default occurring over the
expected life between the reporting date and the date of initial recognition. The Group considers
reasonable and supportable information that is relevant and available without undue cost or effort for
this purpose. This includes quantitative and qualitative information and forward-looking analysis.

Exposures that have not deteriorated significantly since origination, or where the deterioration
remains within the Group’s investment grade criteria are considered to have a low credit risk. The
provision for credit losses for these financial assets is based on a 12-month ECL. The low credit risk
exemption has been applied on debt investments that meet the investment grade criteria of the Group
from the time of origination.

The Group’s “Cash and cash equivalents”, “Short-term Investments” and “Due from related parties”
are graded to be low credit risk investments based on the credit ratings of depository banks and
related parties as published by Bloomberg Terminal.

Derecognition of Financial Assets and Liabilities


Financial assets
A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial
assets) is derecognized when:

 the rights to receive cash flows from the asset have expired;
 the Group retains the right to receive cash flows from the asset, but has assumed an obligation to
pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or
 the Group has transferred its rights to receive cash flows from the asset and either (a) has
transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor
retained substantially all the risks and rewards of the asset, but has transferred control of the
asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a
pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of
ownership. When it has neither transferred nor retained substantially all the risks and rewards of the
asset, nor transferred control of the asset, the Group continues to recognize the transferred asset to the
extent of its continuing involvement. In that case, the Group also recognizes an associated liability.
The transferred asset and the associated liability are measured on a basis that reflects the rights and
obligations that the Group has retained.

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Continuing involvement that takes the form of a guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset and the maximum amount of consideration that
the Group could be required to repay.

Financial liabilities
A financial liability is derecognized when the obligation under the financial liability is discharged or
cancelled or has expired. Where an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing financial liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability and
the recognition of a new financial liability, and the difference in the respective carrying amounts is
recognized in the consolidated statement of comprehensive income.

Write-off
The Group writes off a financial asset, in whole or in part, when the asset is considered uncollectible,
it has exhausted all practical recovery efforts and has concluded that it has no reasonable expectations
of recovering the financial asset in its entirety or a portion thereof.

Offsetting Financial Instruments


Financial assets and financial liabilities are offset and the net amount reported in the consolidated
statement of financial position if, and only if, there is a currently enforceable legal right to offset the
recognized amounts and there is an intention to settle on a net basis, or to realize the asset and settle
the liability simultaneously. The Group assesses that it has a currently enforceable right of offset if
the right is not contingent on a future event, and is legally enforceable in the normal course of
business, event of default, and event of insolvency or bankruptcy of the Group and all of the
counterparties.

Fair Value Measurement


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place
either:

 In the principal market for the asset or liability; or,


 In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible to the Group. The fair value of an
asset or a liability is measured using the assumptions that market participants would use when pricing
the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to
generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset is its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which
sufficient date are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that
is significant to the fair value measurement as a whole:
 Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

*SGVFSM009379*
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 Level 2 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is directly or indirectly observable
 Level 3 - Valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between Levels in the hierarchy by re-assessing
categorization (based on the lowest level input that is significant to the fair value measurement as a
whole) at each reporting date.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.

Advances to Suppliers and Contractors


The Group recognizes advances to suppliers at the time payment has been made to specific suppliers
and contractors for the construction of its real estate inventories. These are subsequently classified to
real estate inventories when incurred.

Real Estate Inventories


Property acquired or being constructed for sale in the ordinary course of business, rather than to be
held for rental or capital appreciation, is held as inventory and is measured at the lower of cost and
net realizable value (NRV).

Cost includes:
 Land cost
 Land improvement cost
 Borrowing cost
 Planning and design costs, costs of site preparation, professional fees, property transfer taxes,
construction overheads and other related costs.

NRV is the estimated selling price in the ordinary course of business, based on market prices at the
reporting date, less estimated costs of completion and the estimated costs of sale.

Real estate inventories include land held for future development. The Group has plans to construct
and develop these parcels of land as a residential property for sale in the ordinary course of business.
The physical construction activities have not commenced as of December 31, 2020 and 2019.

Deposits for Purchased Land


This represents deposits made to land-owners for the purchase of certain parcels of land whose
ultimate use is currently undetermined. The Group normally makes deposits before a CTS or Deed of
Absolute Sale (DOAS) is executed between the Group and the land-owner. These are recognized at
the amounts paid to land-owners.

Borrowing Costs
Borrowing costs directly attributable to the acquisition or construction of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the
cost of the respective assets. All other borrowing costs are expensed in the period they occur.
Borrowing costs consist of interest measure using the EIR method and other costs that an entity incurs
in connection with the borrowing of funds.

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Where borrowings are associated with specific developments, the amount capitalized is the gross
interest incurred on those borrowings less any investment income arising on their temporary
investment. Interest is capitalized from the commencement of the development work until the date of
practical completion. The capitalization of finance costs is suspended if there are prolonged periods
when development activity is interrupted. Interest is also capitalized on the purchase cost of a site of
property acquired specifically for redevelopment, but only where activities necessary to prepare the
asset for redevelopment are in progress.

Investments in and Advances to Joint Ventures and Associate


Investments in and advances to joint ventures and associate (investee companies) are accounted for
under the equity method of accounting. A joint venture is a type of joint arrangement whereby the
parties that have joint control of the arrangement have rights to the net assets of the joint venture.
Joint control is the contractually agreed sharing of control of an arrangement, which exists only when
decisions about the relevant activities require the unanimous consent of the parties sharing control.

An associate is an entity over which the Group has significant influence. Significant influence is the
power to participate in the financial and operating policy decisions of the investee, but is not control
or joint control over those policies.

An investment is accounted for using the equity method from the day it becomes a joint venture or
associate. On acquisition of investment, the excess of the cost of investment over the investor’s share
in the net fair value of the investee’s identifiable assets, liabilities and contingent liabilities is
accounted for as goodwill and included in the carrying amount of the investment and not amortized.
Any excess of the investor’s share of the net fair value of the investee’s identifiable assets, liabilities
and contingent liabilities over the cost of the investment is excluded from the carrying amount of the
investment, and is instead included as income in the determination of the share in the earnings of the
investees.

Under the equity method, the investments in the investee companies are carried in the consolidated
statement of financial position at cost plus post-acquisition changes in the Group’s share in the net
assets of the investee companies, less any impairment in values. The consolidated statement of
comprehensive income reflects the share of the results of the operations of the investee companies, if
there’s any. The Group’s share of post-acquisition movements in the investee’s equity reserves is
recognized directly in equity. Profits and losses resulting from transactions between the Group and
the investee companies are eliminated to the extent of the interest in the investee companies and for
unrealized losses to the extent that there is no evidence of impairment of the asset transferred.
Dividends received are treated as a reduction of the carrying value of the investment.

Investment Properties
Initially, investment properties are measured at cost including certain transaction costs. Subsequent
to initial recognition, investment properties are stated at fair value, which reflects market conditions
at the reporting date. The fair value of investment properties is determined by independent real estate
valuation experts based on the “market approach” for its land properties which are based on recent
real estate transactions with similar characteristics and location to those of the Group’s investment
properties and the “income approach” for its income generating buildings which are based on the
buildings discounted future cash flows. Gains or losses arising from changes in the fair values of
investment properties are included in profit or loss in the period in which they arise.

Investment properties are derecognized when either they have been disposed of or when the
investment property is permanently withdrawn from use and no future economic benefit is expected
from its disposal. The difference between the net disposal proceeds and the carrying amount of the
asset is recognized in profit or loss in the period of derecognition.

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Transfers are made to or from investment property only when there is a change in use. For a transfer
from investment property to owner’s occupied property, the deemed cost for subsequent accounting is
the fair value at the date of change in use. If owner’s occupied property becomes an investment
property, the Group accounts for such property in accordance with the policy stated under property
and equipment up to the date of change in use.

For a transfer from investment property to inventories, the change in use is evidenced by
commencement of development with a view to sale. When the Group decides to dispose of an
investment property without development, it continues to treat the property as an investment property
until it is derecognized and does not treat it as inventory. Similarly, if an entity begins to redevelop
an existing investment property for continued future use as investment property, the property remains
an investment property and is not reclassified as owner-occupied property during the redevelopment.
For a transfer from investment property carried at fair value to inventories, the property's deemed cost
for subsequent accounting shall be its fair value at the date of change in use.

Property and Equipment


Property and equipment are carried at cost less accumulated depreciation and amortization and any
impairment in value.

The initial cost of property and equipment consists of its purchase price, including import duties,
taxes and any directly attributable costs of bringing the asset to its working condition and location for
its intended use. Expenditures incurred after the property and equipment have been put into
operation, such as repairs and maintenance, are normally charged against operations in the period in
which the costs are incurred. When significant parts of property and equipment are required to be
replaced in intervals, the Group recognizes such parts as individual assets with specific useful lives
and depreciation and amortization, respectively. Likewise, when a major inspection is performed, its
cost is recognized in the carrying amount of the equipment as a replacement if the recognition criteria
are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.

Depreciation of property and equipment commences once the property and equipment are put into
operational use and is computed on a straight-line basis over the estimated useful lives (EUL) of the
property and equipment as follows:

Years
Office equipment 3-5
Computer equipment 3-5
Furniture and fixtures 3-5
Transportation equipment 5
Leasehold improvements 5 or lease term, whichever is shorter
Construction equipment 5
Right-of-use assets 3-6

The useful lives and depreciation method are reviewed at financial year end to ensure that the period
and method of depreciation are consistent with the expected pattern of economic benefits from items
of property and equipment. When property and equipment are retired or otherwise disposed of, the
cost and the related accumulated depreciation and accumulated provision for impairment losses, if
any, are removed from the accounts and any resulting gain or loss is credited to or charged against
current operations.

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Construction in progress, included in property and equipment, is stated at cost. Depreciation is


computed when the relevant asset is completed and becomes available for use in operations, at which
time, the asset is reclassified to its property and equipment category.

Fully depreciated property and equipment are retained in the accounts until they are no longer in use
and no further depreciation and amortization is charged against current operations.

Effective January 1, 2019, it is the Group’s policy to classify right-of-use assets as part of property
and equipment. Prior to that date, all of the Group’s leases are accounted for as operating leases in
accordance with PAS 17, Leases, hence, not recorded on the consolidated statement of financial
position.

Leases

Company as a lessee

Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the
underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated
depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred,
and lease payments made at or before the commencement date less any lease incentives received.

Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease
term, the recognized right-of-use assets are depreciated on a straight-line basis over the lease term.
Right-of-use assets are subject to impairment.

Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments
(including in-substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at
the lease commencement date if the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of
interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities
is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed
lease payments or a change in the assessment to purchase the underlying asset.

Short-term leases
The Group applies the short-term lease recognition exemption to its short-term leases of office spaces
(i.e., those leases that have a lease term of 12 months or less from the commencement date and do not
contain a purchase option). Lease payments on short-term leases are recognized as expense on a
straight-line basis over the lease term.

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Company as a lessor

Operating Lease
Leases where the Group does not transfer substantially all the risk and benefits of the ownership of
the asset are classified as operating leases. Otherwise, they are classified as finance leases. Rental
income from operating leases is recognized as income on a straight-line basis over the lease term.

Creditable Withholding Tax (CWT)


CWTs, which are included under “Other current assets” account in the consolidated statement of
financial position, are amounts withheld from income subject to expanded withholding taxes (EWT).
CWTs can be utilized as payment for income taxes provided that these are properly supported by
certificates of creditable tax withheld at source subject to the rules on Philippine income taxation.

Impairment of Nonfinancial Assets


The Group assesses as at reporting date whether there is an indication that its nonfinancial assets
(e.g., property and equipment and investments in joint ventures and associate) may be impaired. If
any such indication exists, or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is calculated as
the higher of the asset’s or cash-generating unit’s fair value less costs to sell and its value in use and
is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or groups of assets. Where the carrying amount of an asset
exceeds its recoverable amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessment of the time value of
money and the risks specific to the asset. Impairment losses are recognized in the expense categories
of profit or loss consistent with the function of the impaired asset.

Deposits for Preferred Shares Subscription


Deposits for preferred share subscription represent cash received by CALC, a subsidiary, that are
convertible to a fixed number of CALC’s stocks in the future. CALC’s preferred shares are
considered as compound financial instruments which contain both liability and equity components.
Since the preferred shares are non-redeemable and entitles the holder to a pro-rata share of assets
upon liquidation, including 28 free nights to stay at the hotel, this financial instrument is classified as
an equity instrument. However, the preferred shares establish a contractual right to a dividend [i.e.
the net room rental revenue (NRRR)], thus, it contains a financial liability with respect to the share in
the NRRR.

Prior to full payment and availability of the rooms, the Group accounts for the amounts received from
the buyers of preferred shares as “Deposits for preferred shares subscription” classified as a liability
under the “Other noncurrent liabilities” account, given that based on the terms of the contract, the
preferred shares shall be entitled to any of the rights and benefits as stated above upon full payment of
their shares and subject to the availability of the rooms. At present, the facility relating to the
generation of NRRR is under construction representing an obligation on the part of the Group to the
preferred shares subscribers.

Upon full payment and availability of the rooms and when the rights indicated above vest, the
amounts received from the preferred shareholders is allocated between the equity and liability
components. The deposits are fully refundable until such time that the asset is complete and readily
available for use.

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Deposit for Future Stock Subscription


Deposits for future stock subscriptions refers to the amount received by the Group from its
stockholders with the purpose of applying the same as payment for future issuance of shares of stock.

Under existing SEC rules, DFFS can only be presented as equity if the following conditions are met:
1. Unissued authorized capital stock is insufficient to cover the DFFS;
2. The increase in authorized capital stock is approved by the BOD and stockholders; and
3. Application of the increase in authorized capital stock has been filed with the SEC and related
filing fees have been paid as of the reporting date.

Deposits for future stock subscription as of December 31, 2019 were classified as liability since the
application for the increase in authorized capital stock was not yet filed with the SEC as of the
reporting date. The deposits were fully refundable until such time that the asset is complete and
readily available for use. In 2020, the deposits for future stock subscription were fully utilized.

Equity
Common stock, Preferred stock and Additional paid-in capital
The Group records common stock and preferred stock at par value and additional paid-in capital in
excess of the total contributions received over the aggregate par value of the equity share.
Incremental costs incurred directly attributable to the issuance of new shares are shown in equity as a
deduction from proceeds, net of tax.

Retained earnings
Retained earnings represent accumulated earnings of the Group less dividends declared, if any and
transition adjustments from policy changes.

Treasury shares
Treasury shares are own equity instruments which are reacquired and are recognized at cost and
deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or
cancellation of the Parent Company’s own equity instruments. Any difference between the carrying
amount and the consideration, if reissued, is recognized in additional paid-in capital. Voting rights
related to treasury shares are nullified for the Parent Company and no dividends are allocated to them
respectively. When the shares are retired, the capital stock account is reduced by its par value and the
excess of cost over par value upon retirement is debited to additional paid-in capital when the shares
were issued and to retained earnings for the remaining balance.

Non-controlling interest
Non-controlling interest are recognized and measured at the proportionate share of the non-
controlling interest to the net assets of the Group. When non-controlling interest is subsequently
acquired, the difference between the acquisition price and the carrying value of the interest as at
acquisition date is recognized as equity reserve under “Other components of equity” account in the
consolidated statement of financial position.

Revenue and Cost Recognition under PFRS 15


Revenue from Contract with Customers
The Group primarily derives its real estate revenue from the sale of vertical and horizontal real estate
projects. Revenue from contracts with customers is recognized when control of the goods or services
are transferred to the customer at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services. The Group has generally concluded
that it is the principal in its revenue arrangements, except for the provisioning of water, electricity in
its leasing units, wherein it is acting as agent.

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The disclosures of significant accounting judgments, estimates and assumptions relating to revenue
from contracts with customers are provided in Note 3.

Real estate sales


The Group derives its real estate revenue from sale of lots, house and lot and condominium units.
Revenue from the sale of these real estate projects under pre-completion stage are recognized over
time during the construction period (or percentage of completion) since based on the terms and
conditions of its contract with the buyers, the Group’s performance does not create an asset with an
alternative use and the Group has an enforceable right to payment for performance completed to date.

In measuring the progress of its performance obligation over time, the Group uses the output method.
The Group recognizes revenue on the basis of direct measurements of the value to customers of the
goods or services transferred to date, relative to the remaining goods or services promised under the
contract. Progress is measured based on the physical proportion of the real estate project’s
completion. This is based on the monthly project accomplishment report prepared by the third-party
project engineers which integrates the surveys of performance to date of the construction activities for
both sub-contracted and those that are fulfilled by the developer itself.

Property management fee and other services


Revenue from property management and other services is recognized over time as they are rendered
since the customer simultaneously receives and consumes the benefits provided by the Group’s
performance of its obligation. Property management fee and other services consist of revenue arising
from management contracts, auction services and technical services.

Cost of real estate sales


The Group recognizes costs relating to satisfied performance obligations as these are incurred taking
into consideration the contract fulfillment assets such as connection fees. These include costs of land,
land development costs, building costs, professional fees, depreciation, permits and licenses and
capitalized borrowing costs. These costs are allocated between the sold units being recognized as
cost of sales and the unsold units being recognized as part of real estate inventories.

Contract costs include all direct materials and labor costs and those indirect costs related to contract
performance. Expected losses on contracts are recognized immediately when it is probable that the
total contract costs will exceed total contract revenue. Changes in contract performance, contract
conditions and estimated profitability, including those arising from contract penalty provisions, and
final contract settlements which may result in revisions to estimated costs and gross margins are
recognized in the year in which the changes are determined.

Leasing Revenue
The Group leases its commercial real estate properties to others through operating leases. Rental
income on leased properties is recognized on a straight-line basis over the lease term, or based on a
certain percentage of the gross revenue of the tenants, as provided under the terms of the lease
contract. Contingent rents are recognized as revenue in the period in which they are earned.

Income from Forfeited Collections


Income from forfeited collections recorded under “Interest and other income” is recognized at a point
in time when the deposits from potential buyers are deemed nonrefundable due to prescription of the
period for entering into a contracted sale. Such income is also recognized, subject to the provisions
of Republic Act 6552, Realty Installment Buyer Act, upon prescription of the period for the payment
of required amortizations from defaulting buyers.

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Interest Income
Interest income is recognized as it accrues, taking into account the effective yield on the asset.

Other Income
Other income consists of customer-related fees such as penalties and surcharges are recognized as
they accrue, taking into account the provisions of the related contract.

Cost of Leasing
Cost of leasing pertains to direct costs of leasing the Group’s commercial properties. These costs are
expensed as incurred.

Cost of Services
Cost of services pertains to direct costs of property management and other services. These costs are
expensed as incurred.

General and Administrative Expenses


General and administrative expenses constitute costs of administering the business and are expensed
as incurred.

Contract Balances
Installment contract receivables (ICRs)
ICRs pertain to any excess of progress of work over the right to an amount of consideration that is
unconditional (i.e., only the passage of time is required before payment of the consideration is due).

Contract liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Group
has received consideration (or an amount of consideration is due) from the customer. If a customer
pays consideration before the Group transfers goods or services to the customer, a contract liability is
recognized when the payment is made or the payment is due (whichever is earlier). Contract
liabilities are recognized as revenue when the Group performs under the contract. The contract
liabilities also include payments received by the Group from the customers for which revenue
recognition has not yet commenced.

Costs to Obtain Contract


The incremental costs of obtaining a contract with a customer are recognized as an asset if the Group
expects to recover them. The Group has determined that commissions paid to brokers and marketing
agents on the sale of pre-completed real estate units are deferred when recovery is reasonably
expected and are recorded as “Prepaid commissions” in the consolidated statement of financial
position. These are charged to expense in the period in which the related revenue is recognized as
earned. Commission expense is included in the “General and administrative expenses” account in the
consolidated statement of comprehensive income.

Costs incurred prior to obtaining contract with customer are expensed as incurred.

Pension Cost
Pension cost is computed using the projected unit credit method. This method reflects services
rendered by employees up to the date of valuation and incorporates assumptions concerning
employees’ projected salaries. Actuarial valuations are conducted with sufficient regularity, with an
option to accelerate when significant changes to underlying assumptions occur.

Pension cost includes current service cost, interest cost, past service cost and gains and losses, and
curtailment and non-routine settlement.

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The liability recognized by the Group in respect of the funded defined benefit pension plan is the
present value of the defined benefit obligation at the reporting date. The defined benefit obligation is
calculated by independent actuaries using the projected unit credit method. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows using risk-
free interest rates of government bonds that have terms to maturity approximating the terms of the
related pension liabilities or applying a single weighted average discount rate that reflects the
estimated timing and amount of benefit payments.

Remeasurements, comprising of actuarial gains or losses, the effect of the asset ceiling, excluding net
interest cost and the return on plan assets (excluding net interest), are recognized immediately in the
consolidated statement of financial position with a corresponding debit or credit to other
comprehensive income (OCI) in the period in which they occur. Remeasurements are not reclassified
to profit or loss in subsequent periods.

Income Taxes
Current tax
Current tax assets and liabilities for the current and prior periods are measured at the amount expected
to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute
the amount are those that have been enacted or substantively enacted as of the reporting date.

Deferred tax
Deferred tax is provided using the balance sheet liability method on temporary differences, with
certain exceptions, at the reporting date between the tax bases of assets and liabilities and their
carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognized for all taxable temporary differences, including asset
revaluations. Deferred tax assets are recognized for all deductible temporary differences, carry
forward benefit of unused tax credits from the excess of minimum corporate income tax (MCIT) over
regular corporate income tax (RCIT), and unused net operating loss carryover (NOLCO), to the
extent that it is probable that sufficient taxable income will be available against which the deductible
temporary differences and the carry forward of unused tax credits from MCIT and unused NOLCO
can be utilized. Deferred tax, however, is not recognized on temporary differences that arise from the
initial recognition of an asset or liability in a transaction that is not a business combination and, at the
time of the transaction, affects neither the accounting income nor taxable income.

Deferred tax liabilities are not provided on non-taxable temporary differences associated with
investments in domestic subsidiaries and associate.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable income will be available to allow all or part
of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each
reporting date and are recognized to the extent that it has become probable that future taxable profit
will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year
when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been
enacted or substantively enacted at the reporting date.

Value-added Tax (VAT)


Revenues, expenses, and assets are recognized net of the amount of VAT, if applicable.

*SGVFSM009379*
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When VAT from sales of goods and/or services (output VAT) exceeds VAT passed on from
purchases of goods or services (input VAT), the excess is recognized as payable and is included as
part of the “Accounts and other payables” account in the consolidated statement of financial position.
When VAT passed on from purchases of goods or services (input VAT) exceeds VAT from sales of
goods and/or services (output VAT), the excess is recognized as an asset and is included as part of the
“Other current assets” and “Other noncurrent assets” accounts in the consolidated statement of
financial position to the extent of the recoverable amount.

Foreign Currency Transactions


Transactions denominated in foreign currencies are initially recorded using the exchange rates
prevailing at transaction dates. Foreign currency-denominated monetary assets and liabilities are
retranslated using the closing exchange rates at reporting date. Exchange gains or losses arising from
foreign currency transactions are credited to or charged against current operations.

Segment Reporting
The Group’s operating businesses are organized and managed separately according to the nature of
the products and services provided, with each segment representing a strategic business unit that
offers different products and serves different markets. Financial information on the Group’s business
segments is presented in Note 31 to the consolidated financial statements.

Earnings Per Share


Basic earnings per share (EPS) is computed by dividing net income attributable to common
stockholders by the weighted average number of common shares issued and outstanding during the
year and adjusted to give retroactive effect to any stock dividends declared during the period. The net
income attributable to common stockholders of the Parent Company is net of dividends attributable to
preferred stockholders.

Diluted EPS is computed by dividing net income attributable to common equity holders by the
weighted average number of common shares issued and outstanding during the year plus the weighted
average number of common shares that would be issued on conversion of all the dilutive potential
common shares. The calculation of diluted EPS does not assume conversion, exercise or other issue
of potential common shares that would have an antidilutive effect on earnings per share.

As of December 31, 2020, 2019 and 2018, the Group has no potentially dilutive common shares.

Events After the Reporting Date


Post year-end events up to the date of auditor’s report that provide additional information about the
Group’s position at the reporting date (adjusting events) are reflected in the consolidated financial
statements. Post year-end events that are not adjusting events are disclosed in the consolidated
financial statements when material.

3. Significant Accounting Judgments and Estimates

The preparation of the consolidated financial statements in compliance with PFRSs requires the
Group to make judgments and estimates that affect the amounts reported in the consolidated financial
statements and accompanying notes. The judgments, estimates and assumptions used in the
accompanying consolidated financial statements are based upon management’s evaluation of relevant
facts and circumstances as of the date of the consolidated financial statements. Future events may
occur which will cause the judgments and assumptions used in arriving at the estimates to change.
The effects of any change in judgments and estimates are reflected in the consolidated financial
statements as they become reasonably determinable.

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Judgments and estimates are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.

Judgments
In the process of applying the Group’s accounting policies, management has made the following
judgments, apart from those involving estimations, which have the most significant effect on the
amounts recognized in the consolidated financial statements.

Existence of a contract
The Group’s primary document for a contract with a customer is a signed CTS. It has determined,
however, that in cases wherein CTS are not signed by both parties, the combination of its other signed
documentation such as reservation agreement, official receipts, buyers’ computation sheets and
invoices, would contain all the criteria to qualify as contract with the customer under PFRS 15.

Revenue recognition method and measure of progress


The Group concluded that revenue for real estate sales is to be recognized over time because: (a) the
Group’s performance does not create an asset with an alternative use; and (b) the Group has an
enforceable right for performance completed to date. The promised property is specifically identified
in the contract and the contractual restriction on the Group’s ability to direct the promised property
for another use is substantive. This is because the property promised to the customer is not
interchangeable with other properties without breaching the contract and without incurring significant
costs that otherwise would not have been incurred in relation to that contract. In addition, under the
current legal framework, the customer is contractually obliged to make payments to the developer up
to the performance completed to date. In addition, the Group requires a certain percentage of buyer's
payments of total selling price (buyer's equity), to be collected as one of the criteria in order to initiate
revenue recognition. Reaching this level of collection is an indication of buyer’s continuing
commitment and the probability that economic benefits will flow to the Group. The Group considers
that the initial and continuing investments by the buyer of about 5% would demonstrate the buyer’s
commitment to pay.

The Group has determined that output method used in measuring the progress of the performance
obligation faithfully depicts the Group’s performance in transferring control of real estate
development to the customers.

Incorporation of forward-looking information


The Group incorporates forward-looking information into both its assessment of whether the credit
risk of an instrument has increased significantly since its initial recognition and its measurement of
ECL.

To do this, the Group has considered a range of relevant forward-looking macro-economic


assumptions for the determination of unbiased general industry adjustments and any related specific
industry adjustments that support the calculation of ECLs. Based on its evaluation and assessment
and after taking into consideration external actual and forecast information, the Group considers a
representative range of possible forecast scenarios. This process involves gathering two or more
economic scenarios and considering the relative probabilities of each outcome. External information
includes economic data and forecasts published by governmental bodies, monetary authorities and
selected private-sector and academic institutions.

The Group has identified and documented key drivers of credit risk and credit losses of each portfolio
of financial instruments and, using an analysis of historical data, has estimated relationships between
macro-economic variables and credit risk and credit losses.

*SGVFSM009379*
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Predicted relationship between the key indicators and default and loss rates on various portfolios of
financial assets have been developed based on analyzing historical data over the past 5 years. The
methodologies and assumptions including any forecasts of future economic conditions are reviewed
regularly.

The Group has not identified any uncertain event that it has assessed to be relevant to the risk of
default occurring but where it is not able to estimate the impact on ECL due to lack of reasonable and
supportable information.

Definition of default and credit-impaired financial assets


The Group defines a financial instrument as in default, which is fully aligned with the definition of
credit-impaired, when it meets one or more of the following criteria:

 Quantitative criteria
The borrower is more than 90 days past due on its contractual payments, i.e. principal and/or
interest, which is consistent with the regulatory definition of default.
 Qualitative criteria
The borrower meets unlikeliness to pay criteria, which indicates the borrower is in significant
financial difficulty. These are instances where:
 The borrower is experiencing financial difficulty or is insolvent
 The borrower is in breach of financial covenant(s)
 An active market for that financial assets has disappeared because of financial difficulties
 Concessions have been granted by the Group, for economic or contractual reasons relating to
the borrower’s financial difficulty
 It is becoming probable that the borrower will enter bankruptcy or other financial
reorganization
 Financial assets are purchased or originated at a deep discount that reflects the incurred credit
losses.

The criteria above have been applied to all financial instruments held by the Group and are consistent
with the definition of default used for internal credit risk management purposes. The default
definition has been applied consistently to model the Probability of Default (PD), Loss Given Default
(LGD) and Exposure at Default (EAD) throughout the Group’s expected loss calculation.

An instrument is considered to be no longer in default (i.e., to have cured) when it no longer meets
any of the default criteria for a consecutive period of six months as it has exhibited a satisfactory
track record. This period of six months has been determined based on an analysis which considers
the likelihood of a financial instrument returning to default status after cure using different possible
cure definitions.

Determining the incremental borrowing rate and lease term of contracts with renewal options
The Group uses its incremental borrowing rate (IBR) to measure lease liabilities because the interest
rate implicit in the lease is not readily determinable. The IBR is the rate of interest that the Group
would have to pay to borrow over a similar term, and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-use assets in a similar economic environment. The
IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or
when they need to be adjusted to reflect the terms and conditions of the lease (for example, when
leases are not in the subsidiary’s functional currency). The Group estimates the IBR using observable
inputs (such as market interest rates) when available and is required to make certain entity-specific
estimates (such as the subsidiary’s stand-alone credit rating).

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The Group determines the lease term as the non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has the right at its option, to lease the assets for additional terms. The Group applies
judgement in evaluating whether it is reasonably certain to exercise the option to renew. That is, it
considers all relevant factors that create an economic incentive for it to exercise the renewal. After
the commencement date, the Group reassesses the lease term if there is a significant event or change
in circumstances that is within its control and affects its ability to exercise the option to renew such as
a change in business strategy.

Receivable financing
The Group has entered into various receivable financing transactions with local banks to assign its
ICRs. The Group has determined that it has retained substantially all the risks and rewards of
ownership of these assets. Thus, the Group still retains the assigned ICRS in the consolidated
financial statements and records the proceeds from these sales as long-term debt.

Classification of deposit for preferred shares subscription


The Group determined that CALC’s preferred shares under the “Other noncurrent liabilities” account
are compound financial instruments, which contain both liability and equity components. However,
prior to full payment and availability of the rooms through the completion of the project, the Group
has determined that amounts received from the buyers of preferred shares are classified as “Deposits
for preferred shares subscription” under the “Other noncurrent liabilities” account since the
shareholders’ rights to the 28 free nights to stay at the hotel and contractual right to dividends will
inure to the shareholder only upon full payment and availability of the rooms.

Operating Lease Commitments - the Group as a Lessor


Management has determined that the Group retains all significant risks and rewards of ROU assets
and thus, accounts for the contracts as operating leases. The ownership of the ROU assets is not
transferred to the lessee by the end of the lease term. Rental income amounted to =
P795.03 million
and P
=713.38 million in 2020 and 2019, respectively.

Management’s Use of Estimates and Assumptions


The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below.

Revenue recognition on real estate projects


The Group’s revenue recognition require management to make use of estimates and assumptions that
may affect the reported amounts of revenues and costs. The Group’s revenue from real estate and
construction contracts is recognized based on POC are measured principally on the basis of the
estimated completion of a physical proportion of the contract work. Apart from involving significant
estimates in determining the quantity of imports such as materials, labor and equipment needed, the
assessment process for the POC is complex and requires technical determination by management’s
specialists (third-party project engineers).

Collectability of the sales price


In determining whether the sales price is collectible, the Group considers that the initial and
continuing investments by the buyer of 5% would demonstrate the buyer’s commitment to pay.
Based on the historical trend of cancellations of customer contracts, the management believes that 5%
continues to be reasonable. The revenue arising from these sales contracts amounted to
=9,482.62 million, =
P P12,685.39 million and = P9,576.67 million in 2020, 2019 and 2018, respectively
(see Note 30).

*SGVFSM009379*
- 26 -

Fair value of investment properties


The Group carries its investment properties at fair value, with changes in fair value being recognized
in profit or loss except for investment properties under construction. The Group determined that the
fair value of its investment properties under construction cannot yet be reliably measurable, as such
these investment properties are measure at cost. Once the construction is complete or the fair value is
reliably measurable, whichever comes first, the Group will measure the investment property at fair
value.

For its investment properties that are complete and whose fair value are reliably measurable, the
Group engages annually independent valuation specialists to determine its fair value. The appraisers
used market approach for its land, which is based on comparable market data and income approach
for its buildings, which are based on future cash flows available for such properties. Gain from
change in fair value of investment properties amounted to =P558.62 million, =P260.93 million and
=
P376.90 million in 2020, 2019 and 2018, respectively. The carrying value of the investment
properties amounted to = P13,627.58 million and =P12,932.52 million as of December 31, 2020 and
2019, respectively (see Note 10).

Evaluation of impairment of financial assets


The Group uses a provision matrix to calculate ECLs for trade receivables other than ICRs. The
provision rates are based on days past due for groupings of various customer segments that have
similar loss patterns.

The provision matrix is initially based on the Group’s historical observed default rates. The Group
will calibrate the matrix to adjust the historical credit loss experience with forward-looking
information such as inflation and GDP growth rates. At every reporting date, the historical observed
default rates are updated and changes in the forward-looking estimates are analyzed.

The Group uses vintage analysis approach to calculate ECLs for ICRs. The vintage analysis accounts
for expected losses by calculating the cumulative loss rates of a given loan pool. It derives the
probability of default from the historical data of a homogenous portfolio that share the same
origination period. The information on the number of defaults during fixed time intervals of the
accounts is utilized to create the PD model. It allows the evaluation of the loan activity from its
origination period until the end of the contract period.

The Group defines a financial instrument as in default when a customer is more than 90 days past due
on its contractual obligations. However, in certain cases, the Group may also consider a financial
asset to be in default when internal or external information indicates that the Group is unlikely to
receive the outstanding contractual amounts in full. An instrument is considered to be no longer in
default (i.e., to have cured) when it no longer meets any of the default criteria.

The assessment of the correlation between historical observed default rates, forecast economic
conditions (inflation and interest rates) and ECLs is a significant estimate. The amount of ECLs is
sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical
credit loss experience and forecast of economic conditions may also not be representative of
customer’s actual default in the future.

There have been no significant changes in estimation techniques or significant assumptions made
during the reporting period.

*SGVFSM009379*
- 27 -

As of December 31, 2020, and 2019, the allowance for impairment losses on financial assets of the
Group amounted to = P11.40 million (see Note 5). As of December 31, 2020, and 2019, the carrying
values of these assets are as follows:

2020 2019
Cash and cash equivalents (Note 4) P
=2,473,555,750 =4,005,009,231
P
Short-term investments 285,241,756 –
Receivables* (Note 5) 11,254,939,268 11,720,584,861
Due from related parties (Note 16) 464,422,862 419,654,624
Rental deposits (Note 12) 132,394,312 152,396,921
Investment in bonds 463,750,000 463,750,000
*Excluding other receivables that are non-financial in nature amounting to =
P372.27 million and =
P411.63 million as of
December 31, 2020 and 2019, respectively.

Estimating NRV of real estate inventories


The Group reviews the NRV of real estate inventories and compares it with the cost since assets
should not be carried in excess of amounts expected to be realized from sale. Real estate inventories
are written down below cost when the estimated NRV is found to be lower than the cost.

NRV for completed real estate inventories is assessed with reference to market conditions and prices
existing at the reporting date and is determined by the Group having taken suitable external advice
and in light of recent market transactions. NRV in respect of inventory under construction is assessed
with reference to market prices at the reporting date for similar completed property, less estimated
costs to complete construction less an estimate of the time value of money to the date of completion.
The estimates used took into consideration fluctuations of price or cost directly relating to events
occurring after the end of the period to the extent that such events confirm conditions existing at the
end of the period.

The carrying values of real estate inventories amounted to =


P14,651.33 million and P
=15,558.00 million
as of December 31, 2020 and 2019, respectively (see Note 6).

Impairment of nonfinancial assets


The Group assesses impairment on its nonfinancial assets and considers the following important
indicators:
 Significant changes in asset usage;
 Significant decline in assets’ market value;
 Obsolescence or physical damage of an asset;
 Significant underperformance relative to expected historical or projected future operating results;
 Significant changes in the manner of usage of the acquired assets or the strategy for the Group’s
overall business; and
 Significant negative industry or economic trends.

If such indications are present and where the carrying amount of the asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. The
recoverable amount is the asset’s fair value less cost to sell or value in use whichever is higher.

The fair value less cost to sell is the amount obtainable from the sale of an asset in an arm’s length
transaction while value in use is the present value of estimated future cash flows expected to be
generated from the continued use of the asset. The Group is required to make estimates and
assumptions that can materially affect the carrying amount of the asset being assessed.

*SGVFSM009379*
- 28 -

Considering the above, the Group assessed in 2020 that there are indicators of impairment in respect
of its property intended to be operated as a hotel with a carrying value of =
P1,705.55 million as of
December 31, 2020 (see Note 12), given the current effect of the pandemic on the hospitality industry
and future economic uncertainties that it brings along. Accordingly, the Group performed an
impairment testing of the relevant asset as a separate cash-generating unit to determine if the carrying
value of such asset is impaired as of December 31, 2020. The Group utilized a discounted cash flow
model and used certain assumptions (including discount rate, annual average occupancy rate,
performance growth rates, and a terminal value) to determine the value in use. The model used
(a) projected cash flows that incorporated the impact of the pandemic in 2020, (b) a pre-tax discount
rate of 10.58%, and (c) a growth rate of 5% applied beyond the 10th year projections, among others.
The Group benchmarked these assumptions against historical observations in internal businesses with
similar performance drivers, as well as industry outlook. Based on the impairment testing performed,
the Group did not identify impairment of such property as of December 31, 2020. In terms of
sensitivity, an impairment loss would have resulted had the growth rate applied was about 4.95% or
lower.

The Group did not identify impairment indicators on the other cash generating units of the Group,
mainly on the basis that as consistently observed across the industry, the Group continued to perform
well in 2020, in particular in respect of its real estate development segment which is the core business
segment of the Group. The aggregate value of other nonfinancial assets (except for the hotel
property) are =
P7,502.97 million and P =6,627.20 million as of December 31, 2020 and 2019,
respectively.

No impairment was recognized for the Group’s nonfinancial assets as of December 31, 2020 and
2019.

Recognition of deferred tax assets


The Group reviews the carrying amounts of deferred tax assets at each reporting date and reduces the
amounts to the extent that it is no longer probable that sufficient taxable income will be available to
allow all or part of the deferred tax assets to be utilized. Significant judgment is required to
determine the amount of deferred tax assets that can be recognized based upon the likely timing and
level of future taxable income together with future planning strategies. The Group assessed its
projected performance in determining the sufficiency of the future taxable income. As of
December 31, 2020, and 2019, the Group has unrecognized deferred tax assets amounting to
=191.33 million and =
P P132.04 million, respectively (see Note 28).

Estimating pension liabilities


The determination of the Group’s pension liabilities and cost of retirement benefits is dependent on
the selection of certain assumptions used by actuaries in calculating such amounts. Those
assumptions are described in the consolidated financial statements and include among others,
discount rates and salary increase rates. While the Group believes that the assumptions are
reasonable and appropriate, significant differences in the actual experience or significant changes in
the assumptions may materially affect the pension liabilities. The Group’s pension liabilities net of
its plan assets amounted to P=372.99 million and =
P307.40 million as of December 31, 2020 and 2019,
respectively (see Note 27).

*SGVFSM009379*
- 29 -

4. Cash and Cash Equivalents

This account consists of:


2020 2019 2018
Cash on hand and in banks P
=1,163,069,715 =
P1,765,436,278 =1,084,410,768
P
Cash equivalents 1,310,486,035 2,239,572,953 865,978,425
P
=2,473,555,750 =4,005,009,231
P =1,950,389,193
P

Cash in banks earns interest at the prevailing bank deposit rates.

Cash equivalents are short-term, highly liquid investments that are made for varying periods of up to
three months depending on the immediate cash requirements of the Group and earn interest at the
prevailing short-term rates ranging from 0.3% to 1.5% and 0.5 % to 6.5% in 2020 and 2019,
respectively. Interest income on cash and cash equivalents amounted to =P68.86 million,
=99.29 million and =
P P62.63 million in 2020, 2019 and 2018, respectively (see Note 25).

5. Short-term Investments

As of December 31, 2020, short-term investments amounted to = P285.24 million. Short-term


investments include money market placements exceeding 3 months but less than one year.
Short-term investments earn at prevailing short-term interest rate of 1.2% in 2020.

Interest income earned on short-term investments amounted to =


P0.19 million in 2020.

6. Receivables

This account consists of:

2020 2019
Trade receivables
ICR =10,447,472,507
P =10,477,877,484
P
Leasing receivable 366,512,959 192,163,903
Management fees 96,026,771 174,895,185
Receivable from employees and agents 372,272,315 411,632,225
Advances to condominium corporations 68,344,391 162,244,369
Advances to customers 76,500,121 68,203,079
Other receivables 200,082,519 628,780,299
11,627,211,583 12,115,796,544
Allowance for estimated credit losses for management
fees and other receivables (11,389,890) (10,989,287)
11,615,821,693 12,104,807,257
Noncurrent portion of ICR (124,776,589) (1,137,658,202)
=11,491,045,104
P =10,967,149,055
P

ICR pertain to receivables from the sale of real estate properties. These are collectible in monthly
installments over a period of one (1) to five (5) years, bear no interest and with lump sum collection
upon project turnover. Titles to real estate properties are not transferred to the buyer until full
payment has been made.

*SGVFSM009379*
- 30 -

Details of ICRs are as follows:

2020 2019
Gross ICR =15,596,119,517
P =21,611,151,889
P
Unamortized discount arising from noninterest-bearing
ICR (3,404,206,608) (3,371,786,927)
12,191,912,909 18,239,364,962
Percentage of completion adjustment (1,744,440,402) (7,761,487,478)
Carrying value of ICR 10,447,472,507 10,477,877,484
Non-current portion of ICR (124,776,589) (1,137,658,202)
Current portion of ICR =10,322,695,918
P =9,340,219,282
P

Unamortized discounts
These ICRs were recorded initially at fair value which is derived using the discounted cash flow
model using discount rates ranging from 1.71% to 3.95% and 5.21% to 6.44% in 2020 and 2019,
respectively.

Movements in the unamortized discount on ICRs follow:

2020 2019
Balance at beginning of year P
=3,371,786,927 =P3,349,772,920
Additions 200,787,168 526,110,173
Accretion for the year (168,367,487) (504,096,166)
Balance at end of year P
=3,404,206,608 P=3,371,786,927

Interest income from accretion of unamortized discount on ICRs amounted to =


P168.37 million,
=504.10 million and =
P P322.48 million in 2020, 2019 and 2018, respectively.

Leasing receivables pertain to receivables arising from leasing revenue. These receivables are billed
to tenants and are expected to be collected within one (1) year.

Management fees are revenues arising from property management contracts. These are collectible on
a 15-day to 30-day basis depending on the terms of the management service agreement.

Receivable from employees and agents pertain salary and other loans granted to the employees and
are recoverable through salary deductions. These are noninterest-bearing and are due and
demandable.

Advances to condominium corporations pertain to expenses paid by the Group in behalf of the
condominium corporations for various expenses incurred for the projects already turned over. These
receivables are due and demandable and bear no interest.

Advances to customers pertain to expenses paid by the Group in behalf of the customers for the taxes
and other costs incurred in securing the title in the name of the customers. These receivables are
billed separately to the respective buyers and are expected to be collected within one (1) year.

Other receivables include advances to a third party amounting =


P384.22 million as of
December 31, 2019 for a purchase of a parcel of land to be held for future development. In 2020, this
is converted to advances to land-owners presented under “Other assets”.

*SGVFSM009379*
- 31 -

The movements in the allowance for estimated credit losses for receivables are shown below:

2020 2019
Balance at beginning of year P
=10,989,287 =10,989,287
P
Additional provision during the year 11,194,117 –
Reversal (10,793,514) –
Balance at end of year P
=11,389,890 =10,989,287
P

The allowance for estimated credit losses pertain to management fees and other receivables.

Receivable financing
The Group entered into various agreements with a local bank whereby the Group assigned its ICRs
with recourse at average interest rates ranging from 6.25% to 9.64% and 5.75% to 9.12% in 2020 and
2019, respectively. The assignment agreements provide that the Group will substitute defaulted CTS
with other CTS of equivalent value.

The Group retains the assigned receivables in the consolidated financial statements since the Group
retains the risks and rewards related to these receivables. The Group records the proceeds from these
sales as long-term debt. The gross amount of ICRs used as collateral amounted to = P6,210.21 million
and P=6,722.17 million as of December 31, 2020 and 2019, respectively (see Note 18).

7. Real Estate Inventories

This account consists of:

2020 2019
Condominium units P
=11,908,680,712 =
P12,952,038,940
Residential house and lots 2,490,907,124 1,374,400,543
Land held for future developments 251,741,116 1,231,564,879
P
=14,651,328,952 P
=15,558,004,362

The roll-forward of this account follows:

2020 2019
Balance at beginning of year P
=15,558,004,362 = P17,257,481,436
Construction costs incurred 4,627,612,199 5,301,173,696
Purchase of raw land – 423,329,082
Borrowing costs capitalized (Notes 18) 551,180,990 935,352,352
Transfer from deposits for purchased land (Note 9) – 166,000,000
Transfers to investment properties (Note 11) (2,519,067) (256,913,745)
Transfers from investment properties (Note 11) – 191,125,602
Cost of real estate sales (6,082,949,532) (8,459,544,061)
Balance at end of year P
=14,651,328,952 P =15,558,004,362

General and specific borrowings were used to finance the Group’s ongoing real estate projects. The
related borrowing costs were capitalized as part of real estate inventories. The capitalization rate used
in 2020 and 2019 are 4.50% and 4.84%, respectively, for general borrowing costs.

Real estate inventories recognized as “Cost of real estate sales” amounted to =


P6,082.95 million,
=8,459.54 million and =
P P5,655.40 million in 2020, 2019 and 2018, respectively.

*SGVFSM009379*
- 32 -

In 2019, the Group purchased land in Batangas intended for development into affordable housing
amounting to =P423.33 million

In 2019, land situated in Laguna and Batangas amounting to =


P208.74 million started its development
as residential house and lots.

The carrying values of real estate inventories mortgaged for trust receipts payables and bank loans
amounted to =P8,858.44 million and P =7,533.24 million as of December 31, 2020 and 2019,
respectively (see Note 18).

8. Advances to Suppliers and Contractors

Advances to suppliers and contractors amounting to =P2,427.70 million and P =2,006.51 million as of
December 31, 2020 and 2019, respectively, are capitalized as part of real estate inventories when the
materials have been delivered or services have been rendered by the suppliers and contractors,
respectively. These advances are intended for the construction of the Group’s real estate inventories.

9. Deposits for Purchased Land

This account consists of deposits made to property owners for the acquisition of parcels of land in
which the use is currently undetermined. Deposits for purchased land amounted to = P1,354.24 million
and P
=1,079.44 million as of December 31, 2020 and 2019, respectively.

In 2020, the Group made additional deposits to property owners for the acquisitions of parcels of land
located in Novaliches amounting to =
P274.80 million.

In 2019, a deposit for purchased land amounting to =


P181.60 million was cancelled and refunded to
the Group.

In 2019, the Group made additional deposits to property owners for the acquisitions of parcels of land
located in Quezon City amounting to =
P237.56 million.

In 2019, the Group finalized its deed of absolute sales (DOAS) for the land acquired in Novaliches
with contract price and deposit amounting to =P166.00 million. On the same year the Group decided
to develop the land for future development and sale, hence the deposit was reclassified to real estate
inventories.

10. Investments in and Advances to Joint Ventures and Associate

The Group’s investments in joint ventures and associate are shown below:

2020 2019
Joint ventures:
A2Global, Inc. (A2 Global) P
=3,055,000 =3,055,000
P
One Pacstar Realty Corporation (One Pacstar) 204,674,684 197,882,711
Two Pacstar Realty Corporation (Two Pacstar) 49,830,620 49,830,620
Associate:
Asian Breast Center (ABC) 7,999,900 7,999,900
P
=265,560,204 =258,768,231
P

*SGVFSM009379*
- 33 -

2020 2019
Acquisition cost P
=404,033,094 =404,033,094
P

Accumulated equity in net losses


Balance at beginning of year (145,264,863) (156,448,809)
Share in net earnings 6,791,973 11,183,946
Balance at end of year (138,472,890) (145,264,863)
P
=265,560,204 =258,768,231
P

Investment in A2Global
In 2013, the Parent Company entered into an agreement with Asian Carmakers Corp. and other
individuals which aim to create an entity with the primary purpose to develop, own and manage
properties of all kinds and nature and to develop them into economic and tourism zones, golf course,
theme parks and all other forms of leisure estates.

On February 26, 2013, the Parent Company acquired 122,200 shares in A2Global with acquisition
price of P
=3.06 million, for a 48.88% ownership. A2Global has six (6) directors, three (3) from the
Parent Company and three (3) from Asian Carmakers Corp. A2 Global’s principal place of business
is 5th Floor, Pacific Star Building, Gil Puyat Avenue corner Makati Avenue, Makati City.

According to its by-laws, most of the major business decisions of A2Global shall require the majority
decision of its BOD. Because the BOD is equally represented, the arrangement is considered a joint
venture and is measured using the equity method.

As of December 31, 2020, A2Global is still in its pre-operating stage.

Investments in One Pacstar Realty Corporation and Two Pacstar Realty Corporation
On October 22, 2014, CLC entered into an agreement with La Costa Development Corporation, Inc.
(La Costa) to take out the loan of La Costa with Union Bank of the Philippines in its name and for its
sole account. For and in consideration of the loan take out, La Costa transferred, ceded, and
conveyed 196,250 shares of One Pacstar and 42,250 shares of Two Pacstar.

Provisions in the agreement grant CLC to vote using the owned shares in the meetings of the
stockholders of One Pacstar and Two Pacstar. The Group currently owns 50% of the total voting
shares with the remaining 50% owned by La Costa for both One Pacstar and Two Pacstar. This is
tantamount to the two companies having joint control. The primary purpose of One Pacstar and Two
Pacstar is to acquire, own, lease, and manage lands and all other kinds of real estate properties.

One Pacstar and Two Pacstar’s principal place of business is 5th Floor, Pacific Star Building, High
Rise Tower, Gil Puyat cor. Makati Avenue, Makati City.

Following are the significant financial information of the joint ventures as of December 31, 2020 and
2019 and for the years then ended (in millions):

2020 2019
Total assets P830
= P813
=
Total current liabilities 300 300
Total revenue 17 59
Total expenses 3 37

*SGVFSM009379*
- 34 -

The Group recognized share in net earnings of the joint ventures amounting to =
P6.79 million,
=11.18 million and =
P P12.43 million in 2020, 2019 and 2018, respectively.

Investment in Asian Breast Center, Inc. (ABC)


On January 7, 2016, the Group acquired 79,999 shares in ABC with an acquisition price of
=8.00 million, for a 16.00% ownership. ABC has five (5) directors, one from the Group and four
P
from ABC. Because the Group only has significant influence, this arrangement is considered as an
investment in associate and is measured using the equity method.

The primary purpose of ABC is to provide comprehensive ambulatory care for women afflicted with
any form of breast disease, including prevention, early detection, early diagnosis, and treatment.
ABC’s principal place of business is 8th Floor, Centuria Medical Makati, Kalayaan Avenue, Makati
City. As of December, 31 2020 and 2019, ABC is still in its pre-operating stage.

The Group has not incurred any contingent liabilities as at December 31, 2020 and 2019 in relation to
its interest in the joint ventures and associate, nor do the joint ventures and associate themselves have
any contingent liabilities for which the Group is contingently liable. The Group has not entered into
any capital commitments in relation to its interest in the joint ventures and associate and did not
receive any dividends from the joint ventures and associate.

11. Investment Properties

The Group’s investment properties are classified as follows:

2020 2019
Land P
=4,089,999,969 P=2,718,303,174
Building 7,795,021,430 6,305,892,789
Construction-in-progress 1,742,560,983 3,908,327,922
P
=13,627,582,382 =
P12,932,523,885

Movements in this account are as follows:

2020 2019
Cost:
Balance at beginning of year P
=9,634,581,666 =P8,291,938,498
Construction costs incurred 113,329,077 1,250,844,013
Borrowing cost capitalized (Note 18) 62,112,511 126,398,369
Sale of property (29,415,290) (100,387,357)
Transfer to real estate inventories (Note 7) – (191,125,602)
Transfer from real estate inventories (Note 7) 2,519,067 256,913,745
Balance at end of year 9,783,127,031 9,634,581,666
Change in fair value:
Balance at beginning of year 3,297,942,219 3,089,699,258
Sale of property (12,107,886) (52,691,462)
Gain from change in fair value of investment
property 558,621,018 260,934,423
Balance at end of year 3,844,455,351 3,297,942,219
P
=13,627,582,382 P
=12,932,523,885

*SGVFSM009379*
- 35 -

Construction-in-progress pertains to properties being constructed that are intended to be leased out.

As of December 31, 2020 and 2019, the Group have investment properties under construction located
in Century City and Bonifacio Global City. The Group has contractual obligations to develop these
properties amounting to nil and =
P624.83 million as of December 31, 2020 and 2019, respectively.

In 2019 and 2018, the Group sold portion of its Papermoon and Gramercy property at a gain
amounting to = P3.52 million and = P12.94 million, respectively (see Note 25). In 2020, the Group sold
portion of its medical office at a loss amounting =P12.98 million.

The Group recorded gain on fair value of investment properties amounting to =


P558.62 million,
=260.93 million and =
P P376.90 million in 2020, 2019 and 2018, respectively.

Investment properties are stated at fair value, which has been determined based on valuations
performed by Cuervo Appraisers, Inc., an accredited independent valuer, as of December 31, 2020
and 2019. Cuervo Appraisers, Inc. is an industry specialist in valuing these types of investment
properties.

The fair value of the investment properties was estimated by using the Sales Comparison Approach
(SCA) and the Income Capitalization Approach (ICA). SCA is an approach to value that considers
the sales of similar or substitute properties and related market data and establishes a value estimate by
processes involving comparison. ICA is a method in which the appraiser derives an indicated of
value for income producing property by converting anticipated future benefits into current property
value. For the Group’s leasing properties, the Group adopted the Discounted Cash Flow Analysis
which considers the future cash flows from lease contracts.

The fair value of the investment properties classified as buildings and land in the consolidated
financial statements is categorized within level 3 of the fair value hierarchy.

The key assumptions used to determine the fair value of the investment properties and sensitivity
analyses are as follows:
Valuation Range
Property technique Significant unobservable inputs 2020 2019
Buildings DCF Discount rates for similar lease contracts, Discount rate – 11.01 % Discount rate - 8 % to
market rent levels, expected vacancy and to 11.44% 10%
expected maintenance. Market rent levels - Market rent levels -
=
P400 to P
=1,500/sqm per =
P400 to P
=1,500/sqm per
month month
Expected vacancy - Expected vacancy -
5% to 58%; 3% to 15%;
Expected maintenance - Expected maintenance -
6% to 43% of gross 6% to 60% of gross
revenue revenue
Land SCA Selling price for the land adjusted for External Factors: -10% External Factors: -10%
external factors and internal factors
Internal Factors: -5% to - Internal Factors: -5% to -
External factors pertain to negative 8% 8%
externalities outside the property limits
that influence the value namely: social,
economic, environmental and
governmental.

Internal factors include adjustments due


to location, use, size and time elements

For DCF, the higher the market rent levels, the higher the fair value. Also, the lower the expected
vacancy, maintenance and discount rate, the higher the fair value.

*SGVFSM009379*
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For SCA, the higher the price per sqm, the higher the fair value. Also, the higher the external and
internal factors adjustments, the higher the fair value.

In 2020, 2019 and 2018, the Group recognized leasing revenue from the use of the said real properties
amounting to = P795.03 million, =
P713.38 million and =
P407.27 million, respectively, and incurred direct
cost of leasing amounting to =P226.53 million, P
=217.45 million and =
P227.75 million, respectively, in
relation to these investment properties.

The carrying values of investment properties mortgaged for trust receipts payables and bank loans
amounted to =P3,931.34 and =P1,606.06 million as of December 31, 2020 and 2019, respectively
(see Note 18).

*SGVFSM009379*
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12. Property and Equipment

The composition and movements of this account are as follows:


2020
Office Computer Furniture Transportation Leasehold Construction Construction - Right-of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment in -Progress Assets Total
Cost
At January 1 P
=63,888,256 P
=51,735,754 P
=38,256,241 P
=79,591,287 P
=70,149,946 P
=251,492,426 P
=1,520,409,911 P
=71,933,617 P
=2,147,457,438
Additions 13,826,176 13,511,016 1,484,694 1,163,929 7,873,658 – 185,141,012 11,572,605 234,573,090
Disposals – (6,828) (8,833,754) (18,600,102) – – – (71,933,617) (99,374,301)
At December 31 77,714,432 65,239,942 30,907,181 62,155,114 78,023,604 251,492,426 1,705,550,923 11,572,605 2,282,656,227
Accumulated Depreciation
At January 1 41,572,868 30,798,416 33,637,542 66,423,374 60,814,069 251,491,859 – 14,596,999 499,335,127
Depreciation 10,557,376 10,599,723 3,352,321 4,295,012 6,230,869 567 – 18,849,731 53,885,599
Disposals – (6,828) (8,465,590) (17,544,247) – – – (28,142,620) (54,159,285)
At December 31 52,130,244 41,391,311 28,524,273 53,174,139 67,044,938 251,492,426 – 5,304,110 499,061,441
Net Book Values at December 31 P
=25,584,188 P
=23,848,631 P
=2,382,908 P
=8,980,975 P
=10,978,666 P
=– P
=– P
=6,268,495 P
=1,783,594,786

2019
Office Computer Furniture Transportation Leasehold Construction Construction - Right -of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment in -Progress Assets Total
Cost
At January 1 P52,831,269
= =43,085,203
P =36,222,147
P =76,194,662
P =68,854,219
P =251,492,426
P =1,193,692,369
P =–
P =1,722,372,295
P
Additions 11,056,987 8,671,679 2,428,492 4,368,054 1,295,727 – 326,717,542 71,933,617 426,472,098
Disposals – (21,128) (394,398) (971,429) – – – – (1,386,955)
At December 31 63,888,256 51,735,754 38,256,241 79,591,287 70,149,946 251,492,426 1,520,409,911 71,933,617 2,147,457,438

Accumulated Depreciation
At January 1 30,128,127 22,339,348 29,337,427 60,799,242 54,488,845 251,488,469 – – 448,581,458
Depreciation 11,444,741 8,480,196 4,694,512 6,595,561 6,325,224 3,389 – 14,596,999 52,140,622
Disposals – (21,128) (394,398) (971,429) – – – – (1,386,955)
At December 31 41,572,868 30,798,416 33,637,541 66,423,374 60,814,069 251,491,858 – 14,596,999 499,335,125
Net Book Values at December 31 =22,315,388
P =20,937,338
P =4,618,700
P =13,167,913
P =9,335,877
P =568
P =1,520,409,911
P =57,336,618
P =1,648,122,313
P

*SGVFSM009379*
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Construction-in-progress pertains to the construction cost incurred by the Group for the construction
of Novotel Suites Manila at Acqua 6 Tower of Acqua Private Residences. The Group has contractual
obligations to develop its construction in progress amounting to =
P35.00 million and =P90.45 million as
of December 31, 2020 and 2019, respectively.

Borrowing cost capitalized in 2018 related to the construction in progress amounted to =


P9.02 million
(see Note 18).

The depreciation and amortization of property and equipment in 2020, 2019 and 2018 are recognized
as follows:

2020 2019 2018


General, administrative and
selling expenses
(see Note 22) P
=53,885,599 =52,140,622
P =33,838,820
P

13. Other Assets

This account consists of:

2020 2019
Current:
Prepaid commissions P
=790,695,547 =793,835,366
P
Creditable withholding taxes 524,400,246 356,043,741
Input taxes 389,829,714 204,820,589
Prepaid expenses 29,264,331 5,173,186
Others 75,704,474 49,298,802
P
=1,809,894,312 =1,409,171,684
P

Noncurrent:
Prepaid commissions P
=635,616,658 =535,038,383
P
Advances to land-owners 669,234,205 350,000,000
Input taxes 157,363,969 304,690,593
Rental deposits (Note 29) 132,394,312 152,396,921
Creditable withholding taxes 33,899,349 67,761,682
Intangible assets 34,438,719 34,674,105
Deferred financing costs 13,825,625 3,116,451
Others 23,150,160 66,094,261
P
=1,699,922,997 =1,513,772,396
P

Prepaid commissions pertain to capitalized commission expenses payable to its agents on the sale of
its real estate projects related to contracts that have qualified for revenue recognition. These will be
recognized as commission expense under “General, administrative and selling expenses” in the period
in which the related real estate sales are recognized. This also includes prepayments to Century
Integrated Sales, Inc. (CISI) for future services of CISI in relation to managing the Group’s sales
activities which amounted to = P294.50 million and P =314.96 million as of December 31, 2020 and
2019, respectively (see Note 17).

Input taxes are fully realizable and will be applied against output VAT.

*SGVFSM009379*
- 39 -

Creditable withholding taxes are attributable to taxes withheld by third parties arising from real estate
sale, property management fees and leasing revenues.

In 2020 and 2019, the Group revisited its forecasted tax payable position as well as its output tax
liability position and accordingly, reclassified a total of =
P33.89 million and P
=67.76 million in
creditable withholding taxes, respectively and = P157.36 million and = P304.69 million in input taxes to
noncurrent assets.

Advances to land-owners includes the minimum share of the lot property owners in relation to the
profit-sharing agreement of CDLC with land-owners. In accordance with the profit-sharing
agreement, CDLC advanced this share in significant installments throughout the term of the project.
The advances shall be deducted from the proceeds of the sales and collection of the land-owners’
units.

Rental deposits mostly pertain to security deposits held and applied in relation to the Group’s lease
contracts for its administrative and sales offices. The deposits are noninterest-bearing and are
recoverable through application of rentals at the end of the lease term (see Note 29).

Intangible assets include software costs and trademarks. Software cost includes application software
and intellectual property licenses owned by the Group. Trademarks are licenses acquired separately
by the Group. These licenses arising from the Group’s marketing activities have been granted for a
minimum of 10 years by the relevant government agency with the option to renew at the end of the
period at little or no cost to the Group. Previous licenses acquired have been renewed and enabled
the Group to determine that these assets have an indefinite useful life. The related amortization is
charged to expense as “Depreciation and amortization” in the “General, administrative and selling
expenses” account amounting to = P5.58 million, P
=5.41 million and P
=4.01 million in 2020, 2019 and
2018, respectively (see Note 22). Additions to software amounted to P =5.35 and =
P2.11 million in 2020
and 2019, respectively.

Gain (loss) from change in fair value of a derivative amounted to (P


=76.06 million) and
=115.79 million in 2019 and 2018, respectively. In 2019, the Group pre-terminated its loan with SCB
P
hence the derecognition of the derivative asset and recognition of a loss on pre-termination amounting
to =
P39.74 million (see Notes 18 and 25).

Others under “Other current assets” pertain mostly to deposits made by preferred shares subscribers
kept in an escrow account with an escrow agent in compliance with the preferred shares subscription
agreement.

As of December 31, 2019, others under “Other noncurrent assets” include stock issuance costs
amounting to =
P52.32 million for the listing of its preferred shares on January 10, 2020. This was
subsequently reclassified as a reduction in equity on the date the preferred shares were issued in 2020.

14. Investment in Bonds

On July 10, 2019, the Group purchased Philippine Peso-denominated, fixed rate bonds amounting to
=463.75 million. The bonds have a maturity of eighteen (18) months from issue date and interest rate
P
of 5.70% per annum. The bonds are rated “AAA” by Philippine Rating Services Corporation.
Investment in bonds is classified and measured as financial assets at amortized cost since the bonds
are held to collect contractual cash flows representing solely payments of principal and interest.

*SGVFSM009379*
- 40 -

In 2020 and 2019, interest income from investment in bonds amounted to =


P25.85 million and
=
P12.74 million, respectively (see Note 25).

15. Accounts and Other Payables

This account consists of:

2020 2019
Accounts payable P
=3,613,781,270 =3,631,221,875
P
Accrued expenses
Interest 265,843,307 92,422,496
Commissions 376,817,470 177,382,771
Taxes 91,208,470 294,057,904
Salaries 91,066,031 55,986,056
Others 119,998,376 50,995,073
Customers’ advances 430,120,778 871,388,151
Retention payable 318,563,249 443,016,187
Dividends payable 215,064,277 11,717,930
Other payables 69,177,749 74,875,852
P
=5,591,640,977 =5,703,064,295
P

Accounts payable are attributable to the construction costs incurred by the Group. These are
noninterest-bearing and with terms of 15 to 90 days.

Customers’ advances pertain to funding from buyers of real estate for future application against
transfer and registration fees and other taxes to be incurred upon transfer of properties to the buyer.

Retention payable are noninterest-bearing and are normally settled on a 30-day term upon completion
of the relevant contracts.
Others under “Accrued expenses” consist mainly of utilities, marketing costs, professional fees,
communication, transportation and travel, security, insurance, taxes and representation.

16. Contract Liabilities

Contract liabilities consist of collections from real estate customers which have not qualified for
revenue recognition and excess of collections over the recognized receivables based on percentage of
completion. As of December 31, 2020 and 2019, carrying values of contract liabilities amounted to
=1,457.78 million and =
P P1,784.09 million, respectively.

The amount of revenue recognized from amounts included in contract liabilities at the beginning of
the year amounted to =
P1,403.26 million and =
P2,376.28 million in 2020 and 2019, respectively.

*SGVFSM009379*
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17. Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or common
significant influence which include affiliates.

Terms and Conditions of Transactions with Related Parties


The Group in their regular conduct of business has entered into transactions with related parties
principally consisting of advances and reimbursement of expenses, development, management,
marketing, leasing and administrative service agreements and purchases which are made at normal
market prices. Outstanding balances at year-end are unsecured and noninterest-bearing. There have
been no guarantees provided or received for any related party receivables or payables.

The Group has material related party transactions policies containing the approval requirements and
limits on amounts and extent of related party transactions in compliance with the requirements under
the Revised SRC Rule 68 and SEC Memorandum Circular 10, series of 2019.

The Group has an approval requirement such that material related party transactions shall be reviewed
by the Related Party Transactions Committee (the Committee) and endorsed to the BOD for approval.
Material related party transactions are those transactions that meet the threshold value as approved by
the Committee amounting to = P50.0 million and other requirements as may be recommended by the
Committee.

The related party transactions are shown under the following accounts in the consolidated financial
statements:

Due from Related Parties

Amount of
2020 2019 transaction Terms and Conditions

Ultimate Parent P
=168,241,771 =156,878,875
P =11,362,896 Noninterest bearing, due
P
and demandable,
Stockholders 155,459,433 188,509,842 (33,050,409) unsecured, no
impairment
Other affiliates 140,721,658 74,265,907 69,555,731
P
=464,422,862 =419,654,624
P

Due to Related Parties

Amount of
2020 2019 transaction Terms and Conditions

Ultimate Parent P
=195,430,779 =
P115,225,874 =80,204,905
P
Noninterest bearing, due
and demandable,
Stockholders 74,575,243 19,175,305 55,399,938 unsecured
Other affiliates – 36,790,583 (36,790,583)
P
=270,006,022 =171,191,762
P

*SGVFSM009379*
- 42 -

The related party transactions that are eliminated during consolidation follows:

Due from Related Parties

Amount of
2020 2019 transaction Terms and Conditions
Parent Company
CPGI P
=9,009,271,803 =6,119,677,982
P =2,889,593,821
P
Noninterest bearing, due
Subsidiaries: and demandable,
CLC 1,034,644,203 866,355,877 168,288,326 unsecured, no
PPHI 132,513,010 7,249,564 125,263,446 impairment
CCDC 5,014,132,364 4,874,625,300 139,507,064
CCC – 10,959,478 (10,959,478)
CPMI 7,055,206 – 7,055,206
P
=15,197,616,586 =11,878,868,201
P =3,318,748,385
P

Due to Related Parties

Amount of
2020 2019 transaction Terms and Conditions
Parent Company
CPGI P
=109,531,551 =36,775,774
P =72,755,777
P

Subsidiaries: Noninterest bearing, due


CLC 7,898,498,323 6,682,277,191 1,216,221,132 and demandable,
PPHI 87,139,889 13,683,920 73,455,969 unsecured
CCDC 5,110,218,668 2,766,219,356 2,343,999,312
CCC 1,705,870,977 2,099,441,132 (393,570,155)
CPMI 32,699,663 26,882,989 5,816,674
CDLC 253,657,515 253,587,839 69,676
P
=15,197,616,586 =11,878,868,201
P =3,318,748,385
P

Significant transactions of the Group with related parties are described below:

Due from related parties pertains to advances provided by the Group to the stockholders and other
affiliates.

Due to related parties pertains to advances made by the Group for its capital expenditures. These are
generally noninterest bearing and are due and demandable.

Management agreement
In 2018, the Group contracted CISI to manage all of its sales and marketing activities. CISI is a
wholly owned subsidiary of CPI. Prepayments to CISI for initial marketing services recognized
under “Other current assets” account as of December 31, 2020 and 2019 amounted to P =294.50 million
and =
P314.96 million, respectively (see Note 13).

Key management compensation


The key management personnel of the Group include all directors, executive, and senior management.
The details of compensation and benefits of key management personnel in 2020, 2019 and 2018
follow:

2020 2019 2018


Short-term employee benefits P
=135,178,047 =172,530,681
P =166,550,735
P
Post-employment benefits
(see Note 27) 5,735,247 8,635,745 6,022,060
P
=140,913,294 =181,166,426
P =172,572,795
P

*SGVFSM009379*
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18. Short-term and Long-term Debts

Short-term Debt
The roll-forward of the Group’s short-term debt follows:

2020 2019
Trust receipts Bank loans Total Trust receipts Bank loans Total
Beginning balance =
P557,692,919 =
P895,000,000 P= 1,452,692,919 =805,610,954
P =1,401,000,000
P =2,206,610,954
P
Availments 835,818,202 – 835,818,202 1,711,073,696 1,457,500,000 3,168,573,696
Repayments (896,862,386) (579,700,000) (1,476,562,386) (1,958,991,731) (1,963,500,000) (3,922,491,731)
Ending balance =
P496,648,735 =
P315,300,000 =
P811,948,735 =557,692,919
P =895,000,000
P =1,452,692,919
P

Trust receipts
Trust receipts (TRs) are facilities obtained from various banks to finance purchases of construction
materials the Group’s projects. Under these facilities, the banks pay the Group’s suppliers then
require the Group to execute trust receipts over the goods purchased. The TRs have average interest
rates ranging from 5.75% to 8.75% and 5.75% to 9.00% in 2020 and 2019, respectively. These are
paid monthly or quarterly in arrears with full payment of principal balance at maturity of one year and
with an option to prepay.

Bank loans
Bank loans pertain to the various short-term promissory note (PN) obtained by the Group.

On July 25, 2019, the Group availed of a peso-denominated short-term PN facility with CBC
amounting up to = P1,000.00 million to be issued in multiple tranches. The facility has a term a term of
twelve (12) months with interest payable quarterly. In 2019, the Group availed of = P890.00 million of
the total facility, with interest rate of 5.91%.

In 2020 and 2019, repayments related to short-term PNs with CBC amounted to =
P540.00 million and
=747.00 million, respectively.
P

In 2019, the Group availed an additional short-term PN from the same loan facility with BDO
amounting to = P562.50 million subject to the same terms and interest. In 2019, the Group fully paid
its short-term PNs with BDO amounting to = P811.50 million.

In 2019 and 2018, repayments related to short-term PNs with MPI amounted to =
P400.00 million and
=100.00 million, respectively.
P

In 2019, the Group renewed the short-term PN amounting to = P5.00 million from BPI for the same
terms and interest rates. In 2020, the Group fully paid its short-term PN with BPI.

Long-term Debt
As of December 31, 2020 and 2019, this account consists of:

2020 2019
Long-term debt:
Bank loans P
=10,495,477,996 =
P8,414,050,455
Payable under CTS financing 4,351,402,524 6,914,652,948
Car loan financing 9,295,145 14,013,545
14,856,175,665 15,342,716,948
Less current portion 5,447,303,305 5,462,166,897
Noncurrent portion P
=9,408,872,360 =9,880,550,051
P

*SGVFSM009379*
- 44 -

The roll-forward of the Group’s long-term debt is as follows:

2020
Car Loan
Bank Loans CTS Financing Financing Total
Principal:
Balances at beginning of year P
= 8,525,382,837 P
= 6,914,652,948 P
= 14,013,545 P
= 15,454,049,330
Addition 4,450,000,000 813,715,244 – 5,263,715,244
Payments (2,366,820,909) (3,376,965,668) (4,718,400) (5,748,504,977)
Balances at end of year 10,608,561,928 4,351,402,524 9,295,145 14,969,259,597
Deferred financing costs:
Balances at beginning of year 111,332,382 − − 111,332,382
Addition 86,445,789 − − 86,445,789
Amortization (84,694,239) − − (84,694,239)
Balances at end of year 113,083,932 − − 113,083,932
Carrying values P
= 10,495,477,996 P
= 4,351,402,524 P
= 9,295,145 P
= 14,856,175,665

2019
Car Loan
Bank Loans CTS Financing Financing Total
Principal:
Balances at beginning of year =
P9,264,955,585 P
=7,875,795,684 =
P18,853,485 P =17,159,604,754
Addition 6,627,518,487 2,666,232,117 1,969,114 9,295,719,718
Payments (7,250,760,698) (3,627,374,853) (6,809,054) (10,884,944,605)
Effect of foreign currency translation (116,330,537) − − (116,330,537)
Balances at end of year 8,525,382,837 6,914,652,948 14,013,545 15,454,049,330
Deferred financing costs:
Balances at beginning of year 125,356,369 − − 125,356,369
Addition 76,458,240 − − 76,458,240
Amortization (90,482,227) − − (90,482,227)
Balances at end of year 111,332,382 − − 111,332,382
Carrying values =
P8,414,050,455 =
P6,914,652,948 =
P14,013,545 =
P15,342,716,948

Bank loans
On January 3, 2018, the Group entered into an Omnibus Agreement with SCB for a senior secured
dollar term loan facility up to USD 40.00 million or = P1,990.00 million to finance the planned
construction and development of its properties and to refinance its unpaid debts. Under this
agreement the utilization of the loan shall be subject to the dollar term loan facility agreement. The
loan facility bears interest rate equal to the screen rate or the reference bank rate plus 3.00% margin
payable quarterly.

Concurrent with the loan agreement, the Group entered into a cross currency and interest rate swap
agreement with SCB to hedge their foreign currency and interest rate risk related to the bank loan
(see Note 13). In 2019, the Group pre-terminated its loans from SCB for a total payment of
=2,933.33 million.
P

In 2020 and 2019, the Group availed additional loan from DBP amounting to = P450.00 million and
=581.00 million, respectively, with interest ranging from 3.599% to 5.655% and 6.692% to 6.702%
P
per annum, respectively. The principal amount which has maturities ranging from two (2) to four (4)
years will be used to fund ongoing development of its projects and for additional working capital.

In 2020 and 2019, repayments related to loans with DBP amounted to =


P671.50 million and
=157.02 million, respectively.
P

In 2018, the Group entered into an Omnibus Loan and Security Agreement with Amalgated
Investment Bancorporation, for a two-year term-loan with a principal amount of up to
=500.00 million. The loan facility bears interest of 7% per annum.
P

*SGVFSM009379*
- 45 -

In 2019, the Group availed the remaining undrawn balance of its loan facility from Amalgamated
Investment Bancorporation (AIB) amounting to = P148.90 million, which is payable in two years with
interest of 8.50% per annum and availed another bank loan with AIB amounting to = P100.00 million
with interest of 7.97% per annum. The outstanding amount of this loan as of December 31, 2020
amounted to = P592.94 million.

In 2019, the Group obtained a five-year term loan from UCPB amounting to =
P1,000.00 million,
which is payable quarterly with interest of 8.42% per annum. As of December 31, 2020, outstanding
balance of this loan amounted to =
P899.63 million

On September 17, 2019, the Group refinanced its five-year term loan from BDO amounting to
=3,500.00 million, which is payable semi-annually with interest of 6.31% per annum.
P

On October 28, 2019, the Group renewed a portion of its five-year term loan from BDO amounting to
=700.00 million with a fixed interest of 6.07% fixed for 92 days with an option to reprice over 30-180
P
days as agreed by the parties.

In 2020 and 2019, principal repayments related to loans with BDO amounted to =
P449.16 million and
=3,196.10 million, respectively.
P

In 2019, the Group fully paid its loan with Phoenix Property Investors amounting to =
P781.75 million.

On November 12, 2015, the Group obtained a = P2,200 million loan facility with BPI. The weighted
average interest rate is 8.12%. The proceeds were used for the construction of Century Diamond
Tower. Principal repayment will be in installments on each repayment date until its final maturity
date. The repayment period will be from 2022 to 2028.

On August 2020, the Group made an early principal payment amounting P =1,606.06 million of the
bank loans with BPI. The early payment resulted to a loss on loan settlement amounting to
=42.23 million recorded under “Interest and other financing charges”.
P

On July 10, 2020, the Company availed of a five-year term loan facility from China Banking
Corporation amounting to =
P1,600.00 million, with principal payments due quarterly with an interest
of 5.13% per annum.

On August 24 and September 2, 2020, the Group entered into a two-year term loan agreement with
CBC amounting to =P1,400.00 million and = P1,000.00 million, respectively. The loan has principal
payments due quarterly with an interest of 4.85% per annum.

CTS financing
CTS financing pertains to loan facilities which were used in the construction of the Group’s real
estate development projects. The related PNs have terms ranging from twelve (12) to forty-eight (48)
months and are secured by the buyer’s post-dated checks, the corresponding CTS, and parcels of land
held by the Parent Company. The Group retained the assigned ICRs and recorded the proceeds from
these assignments as “Long-term debt”. These CTS loans bear fixed interest rates ranging from
6.25% to 9.64% and 5.88% to 9.75% in 2020 and 2019, respectively.

*SGVFSM009379*
- 46 -

Security and Debt Covenants


Certain bilateral, trust receipts, payables under CTS financing and bank loans have mortgaged real
estate inventories and assigned ICRs wherein such assets can no longer be allowed to be separately
used as collateral for another credit facility, grant loans to directors, officers and partners, and act as
guarantor or surety in favor of banks. As of December 31, 2020 and 2019, the carrying values of
these assets mortgaged for trust receipts, payables under CTS financing and bank loans are as follows:

2020 2019
Real estate inventories (Note 7) P
=8,858,435,704 =7,533,240,582
P
ICR (Note 6) 6,210,206,697 6,722,174,747
Investment properties (Note 11) 3,931,340,000 1,606,057,348

Certain bilateral loans have covenants to maintain a debt-to-equity ratio of not more than 2.33x and a
debt service coverage ratio of at least 1.5x and current ratio of 1.2x. Debt includes note payables,
short term and long-term debt. The bank loans have a covenant, specific to the projects it is
financing, of having loan to security value of no more than 50% to 60%. Security value includes,
among other things, valuation appraisal by independent appraisers and takes into account the sold and
unsold sales and market value of the properties. The loan agreements require submission of the
valuation of each mortgage properties on an annual basis or upon request of the facility agent. As of
December 31, 2020 and 2019, the Company complied with the provisions of its debt covenants.

Under the term loan agreement with CBC, the Parent Company pledged its shares over CCDC II
amounting to =
P1,900.00 million (see Note 11). The Pledged Shares include the following:

 the Acquisition Shares, including the Directors’ Shares, and the After Acquired Shares
and all the rights, title and interest of any kind or character therein, together with all accessory
contracts in relation thereto;
 all rights, benefits, dividends, loss proceeds, indemnities, insurance payments, and other
payments received by or due to the Security Grantor in lieu of, or inherent to, or in connection
with, the Pledged Shares; and
 all Property of every nature and description whether now owned or hereafter acquired as proceeds
for, in exchange for, in substitution of, or replacement of any of the Pledged Shares.

Borrowing Costs
Borrowing costs capitalized by the Company in 2020, 2019 and 2018 amounted to =
P613.29 million,
=946.29 million and =
P P806.81 million, respectively (see Notes 9 and 12).

Interest Expense
Interest expense for the notes payable, short term and long-term debt in 2020, 2019 and 2018
amounted to =P651.37 million, P=915.54 million and =P585.68 million, respectively (see Note 26).

19. Liabilities from Purchased Land

This account pertains to the outstanding payable of the Group for the cost of land purchases
recognized under “Real estate inventories” as follows:

2020 2019
Current P
=67,200,000 P67,200,000
=
Noncurrent 208,335,743 268,335,743

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20. Bonds Payable

This account consists of the following:

2020 2019
Principal:
Five-and-half year bond P
=3,000,000,000 =1,393,530,000
P
Three-year-bond − 3,000,000,000
Seven-year bond 119,110,000 119,110,000
3,119,110,000 4,512,640,000
Deferred financing cost:
Balances at beginning of year 59,607,834 6,745,302
Addition − 74,012,433
Amortization (25,264,121) (21,149,901)
Balances at end of year 34,343,713 59,607,834
Carrying value 3,084,766,287 4,453,032,166
Less: current portion 118,781,010 1,392,653,130
Noncurrent portion P
=2,965,985,277 =P3,060,379,036

The bonds listed at the Philippine Dealing & Exchange Corp. (PDEx) on September 2, 2014 bear
interest rates of 6% p.a. for the three-year bonds, 6.6878% p.a. for the five-and-a-half year bonds, and
6.9758% p.a. for the seven-year bonds. The bonds are rated “AA+” with a Stable outlook by Credit
Rating and Investor Services Philippines Inc. (CRISP).

In 2020, the Parent Company repaid its five-and-half year bond in full amounting to
=
P1,393.53 million. Outstanding balance from this bond amounted to = P119.11 million as of
December 31, 2020.

On April 15, 2019. the Group listed at the Philippine Dealing and Exchange Corp. (PDEx) its three-
year bonds, with interest rates of 7.8203% p.a. The =P3.00 billion proceeds of the were used to
partially finance development costs for CPGI's affordable housing and townhome projects. The
bonds are rated “AA” by Credit Rating and Investor Services Philippines Inc. (CRISP).

The bond agreement contains some or all of the following restrictions: maintenance of debt service
ratio, debt to equity ratio and current ratio of 1.2x, 2.0x and 1.5x, respectively. These restrictions and
requirements were complied with by the Parent Company as of December 31, 2020 and 2019.

Application for Public Offering of Retail Bonds


On December 14, 2020, the Board approved the Parent Company’s application of public offering of
unsecured fixed-rate peso denominated retail bonds in amount of Two Billion Pesos (P=2,000,000,000)
with an Oversubscription Option of up to One Billion Pesos (P
=1,000,000,000) to be filed with the
Securities and Exchange Commission. The listing of the said retail bonds once approved will be at
the Philippine Dealing and Exchange Corporation.

On February 10, 2021, the Securities and Exchange Commission approved the Parent Company’s
application of public offering of unsecured fixed-rate peso denominated retail bonds in amount of
Two Billion Pesos (P =2,000,000,000) with an Oversubscription Option of up to One Billion Pesos
(P
=1,000,000,000). On March 1, 2021, the Parent Company listed at the PDEx its three-year bonds,
with interest rates of 4.8467% p.a.

*SGVFSM009379*
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Borrowing Costs Capitalized


Borrowing cost capitalized amounted to =P115.46 million and =P97.81 million in 2019 and 2018,
respectively (see Notes 7, 11 and 12). There is no borrowing cost capitalized in 2020.

Interest Expense and Other Finance Charges


Interest and other financing charges from bonds payable in 2020, 2019 and 2018 amounted to
=291.48 million, P
P =21.15 million and =P8.6 million, respectively (see Note 26).

21. Equity

Earnings per share


Basic earnings per share amounts attributable to equity holders of the Parent Company in 2020, 2019
and 2018 are as follows:

2020 2019 2018


Net income attributable to the
owners of the Parent Company P
=795,555,466 =1,281,748,829
P =985,915,365
P
Dividends declared to preferred
shares 448,679,250 − −
346,876,216 1,281,748,829 985,915,365
Weighted average number of shares 11,599,600,690 11,599,600,690 11,599,600,690
Basic earnings per share P
=0.03 =0.11
P =0.09
P

Earnings per share are calculated using the consolidated net income attributable to the equity holders
of Parent Company less dividend declared to preferred shares divided by the weighted average
number of shares. The Group has no potentially dilutive ordinary shares as of December 31, 2020,
2019 and 2018.

Deposit for future stock subscription


In 2019, the Group received deposits amounting to = P42.48 million from stockholders with the
purpose of applying the same as payment for future issuance of shares of stock. These were classified
as a liability since its application for the increase in authorized capital stock has not been filed yet
with SEC as of December 31, 2019.

On January 10, 2020, the Group listed in the Philippines Stock Exchange (PSE) a public offering of
20,000,000 preferred shares with an oversubscription of 10,000,000 preferred shares of at offer price
of P
=100.00. The Preferred shares are being offered for subscription solely in the Philippines through
China Bank Capital Corporation (Note 35).

Common shares
The Group’s authorized capital stock and issued and subscribed shares amounted to 18.00 million
shares and 11.70 million shares, respectively as of December 31, 2019 and 2018. There are no
movements in the Group’s authorized, issued and subscribed shares in 2019, 2018 and 2017.

The following summarizes the Group’s record of registration of securities under the Revised
Securities Regulation Code:

On February 09, 2000, the Parent Company was listed with the Philippine Stock Exchange with a
total of 3,554.72 million common shares, issued, paid and outstanding. The offering of the shares
was at =P1.00 per share.

*SGVFSM009379*
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On November 11, 2014, the Philippine Stock Exchange, Inc. approved the application of the Group to
list additional 730.32 million common shares, with a par value of =
P0.53 per share, to cover the
Group’s 20.62% stock dividend declaration to stockholders of record as of October 27, 2014 which
was paid on November 14, 2014.

On August 30, 2019, the Group’s BOD authorized and approved the amendment of the stockholders’
resolution dated September 29, 2017, specifically: (a) change in the par value of the proposed
reclassified 3.00 billion Preferred Shares from P
=1.00 to =
P0.53 per share and (b) no increase in the
authorized capital stock of the Parent Company, together with the consequent amendment of article
nine of the amended articles of incorporation of the Parent Company. The amendment was approved
by the SEC in January 2020.

As of December 31, 2020 and 2019, the Parent Company had 498 stockholders with at least one
board lot at the PSE, for a total of 11,599,600,690 (P
=0.53 par value) issued and outstanding common
shares.

Preferred stock
On January 10, 2020, the Parent Company listed at the main board of the PSE its maiden follow-on
offering of preferred stock under the trading symbol “CPGP”. These preferred stock are cumulative,
non-voting, non-participating and redeemable at the option of the Parent Company. The Parent
Company offered 20 million preferred stock at = P100.00 each with an oversubscription option of up to
10 million preferred stock on December 16, 2019 to January 3, 2020, after the SEC issued an order
rendering the Registration Statement that was filed on October 19, 2019 effective and a
corresponding permit to offer the securities for sale. The initial dividend rate was set at 6.7177% per
annum. The dividends on the preferred stock shall be paid quarterly, every January 10, April 10,
July 10, and October 10 of each year.

The 30,000,000 preferred stock with a par value of = P0.53 were fully subscribed totaling
=15.90 million. Additional paid-in capital from preferred stock amounted P
P =2,984.10 million and
issuance cost totaled =
P99.06 million resulting in a net additional paid-in capital =
P2,885.03 million.
Total cash received from issuance of preferred shares amounted to = P2,910.77 million

Deposits from stockholders presented as “Deposit for future stock subscription” in the consolidated
statement of financial position received by the Parent Company in 2019 amounting to = P42.48 million
were applied as payment for the issuance of shares of stock in 2020.

The rollforward of preferred stock of the Parent Company as of December 31, 2020 is as follows:

Number of
shares
Authorized preferred stock, P
=0.53 par value 3,000,000,000
Issued preferred stock:
Balance at beginning of year −
Issued during the year 30,000,000
Balance at end of year 30,000,000

*SGVFSM009379*
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Treasury shares
On January 7, 2013, the BOD of the Parent Company approved a share buyback program for those
shareholders who opt to divest of their shareholdings in the Parent Company. A total of
=800.00 million worth of shares were up for buyback for a time period of up to 24 months. In 2014
P
and 2013, a total of 85.68 million shares and 14.44 million shares were reacquired at a total cost of
=87.15 million and =
P P22.52 million, respectively.

As of December 31, 2020 and 2019, treasury shares amounted to =


P109.67 million consisting of
100.12 million shares.

Retained earnings
Retained earnings include the accumulated equity in undistributed net earnings of consolidated
subsidiaries amounting to =
P9,028.95 million and P
=8,055.51 million as of December 31, 2020 and
2019, respectively. These amounts are not available for dividend declaration until these are declared
by the subsidiaries.

Cash dividend declaration


On December 22, 2020, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to = P201.53 million for shares of record January 5, 2021
with payment date on January 11, 2021, shares of record date April 6, 2021 with payment date on
April 12, 2021, shares of record date July 6, 2021 with payment date on July 12, 2021 and shares of
record date October 6, 2021 with payment date on October 11, 2021.

On August 26, 2020, the BOD approved the declaration of = P0.0063 per share cash amounting to
=147.85 million for the common stock for distribution to the stockholders of the Parent Company of
P
record September 10, 2020 and November 6, 2020. On September 18, 2020 and November 18, 2020,
dividends amounting to =P146.03 million were paid.

On July 1, 2020, the BOD approved the declaration of cash dividends for the preferred shares with
dividend rate of 6.7177% amounting to =P100.77 million for shares of record July 8, 2020 with
payment date on July 10, 2020, and of record date October 6, 2020 with payment date on
October 12, 2020.

On March 20, 2020, the BOD approved the declaration of cash dividends for the preferred shares with
dividend rate of 6.7177% amounting to =
P50.38 million with payment date on April 13, 2020.

On June 25, 2019, the BOD of the Parent Company approved the declaration of = P0.02 per share cash
dividends amounting to =P137.92 million for distribution to the stockholders of the Parent Company of
record as of June 26, 2019. On July 23, 2019, dividends amounting P =126.20 million were paid.

Other components of equity


Other components of equity mainly pertain to the equity reserve recognized between the
consideration paid by Mitsubishi Corporation (MC) and the carrying value of the net assets of TPI I,
TPI II, TPI III and CCDC II given up amounting to =P104.49 million as of December 31, 2020 and
2019. This also includes the remeasurement loss on equity instruments at FVOCI amounting to
=5.25 million and =
P P5.10 million as of December 31, 2020 and 2019, respectively.

Non-controlling interest
On August 24, 2020, CPGI has completed the acquisition of 40% of the total outstanding shares or
511,561,143 common shares of FMT Kalayaan Inc.(“FMTK”) in one of its subsidiaries Century City
Development II Corporation. The acquisition price is =
P1,900,000,000.00, or =
P3.71 per share, paid in
cash on August 24, 2020. A Deed of Absolute Sale was executed by FMTK in favor of CPGI. The

*SGVFSM009379*
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difference in the acquisition price and the value of the NCI as of August 24, 2020 amounting to
=782.24 million was charged against the Group’s equity reserve.
P

On September 15, 2020, TP1 approved the declaration of =P546.63 per share cash dividends
amounting to =
P240.00 million. This resulted to a decrease in non-controlling interest amounting to
=96.00 million. The dividends were paid in October 2020.
P

In 2019, PPHI issued additional 480.00 million common shares with a par value of =P1.00 and 0.12
million preferred shares with =
P1,000.00 par value to MC, which resulted into an aggregate increase in
the non-controlling interest amounting to =
P600.00 million.

In 2019, MC paid an additional P =226.52 million for its subscription to CCDC II, which resulted to an
increase in the non-controlling interest for the same amount.

*SGVFSM009379*
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The financial information of subsidiaries that have material non-controlling interests is provided below.

Summarized statements of financial position (in millions):

TPI I TPI II TPI III CCDC II PPHI


2020 2019 2020 2019 2020 2019 2020 2019 2020 2019

Current assets P
=514.70 =813.00
P P
=846.26 =736.52
P P
=359.88 =271.39
P P
=750.34 =561.25
P P
=3,978.44 =2,571.22
P
Noncurrent assets 3.13 5.54 7.24 8.64 5.51 6.60 5,387.32 4,467.67 46.87 31.20
Current liabilities (160.00) (200.35) (345.00) (362.57) (276.00) (233.34) (789.00) (579.52) (1,768.00) (578.79)
Noncurrent liabilities (12.06) (51.15) (12.58) − − − (2,461.84) (2,137.81) (18.89) (5.85)
Total equity P
=345.77 =567.04
P P
=495.92 =382.59
P =89.39
P =44.65
P P
=2,886.82 =2,311.59
P P
=2,238.42 =2,017.78
P

Attributable to:
Equity holders of the Parent
Company P
=203.26 P340.22
= P
=299.60 P229.55
= P
=55.07 P26.79
= P
=2,886.82 =1,386.95
P P
=1,342.24 =1,210.67
P
Non-controlling interest 142.51 226.82 196.32 153.04 34.32 17.86 − 924.64 896.18 807.11
Total equity P
=345.77 =567.04
P P
=495.92 =382.59
P P
=89.39 =44.65
P P
=2,886.82 =2,311.59
P P
=2,238.42 =2,017.78
P

*SGVFSM009379*
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Summarized statements of comprehensive income (in millions):

TPI I TPI II TPI III CCDC II PPHI


2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Revenue P
=52.32 =285.19
P P
=443.81 =555.59
P P
=162.28 P57.13
= P
=336.59 =131.96
P P
=1,606.10 =844.06
P
Cost of real estate sales and
services (3.08) (205.02) (263.40) (178.73) (82.07) (17.73) (71.82) − (827.45) (409.42)
General and
administrative expenses (34.43) (55.27) (72.14) (108.44) (35.78) (8.44) (68.44) (75.22) (569.23) (402.03)
Operating income (loss) 14.81 24.90 108.27 268.42 44.43 30.96 196.33 56.74 209.42 32.61
Other income 6.54 1.28 7.08 11.21 0.09 0.56 631.99 130.01 23.16 18.93
Provision for income tax (2.06) (6.24) (2.02) (3.43) (0.01) (0.18) (249.00) (55.75) (10.05) (14.31)
Other Comprehensive Income − − − − − − − − (0.92) −
Total comprehensive income P
=19.29 =19.94
P P
=113.33 =276.20
P P
=44.51 =31.34
P P
=579.32 =131.00
P P
=221.61 =37.23
P

TPI I TPI II TPI III CCDC II PPHI


2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Total comprehensive income
attributable to:
Equity holders of the
Parent Company P
=11.57 =11.96
P P
=68.00 P165.72
= P
=26.71 P18.80
= P
=384.95 P78.60
= P
=133.21 P
=22.34
Non-controlling interests 7.72 7.98 45.33 110.48 17.80 12.54 194.38 52.40 88.40 14.89
P
=19.29 =19.94
P P
=113.33 =276.20
P P
=44.51 =31.34
P P
=579.33 =131.00
P P
=221.61 P
=37.23

Summarized cash flows information (in millions):

TPI I TPI II TPI III CCDC II PPHI


2020 2019 2020 2019 2020 2019 2020 2019 2020 2019
Operating P
=40.92 P
=236.13 59.53 P
=80.95 2.79 (P
= 17.96) 548.69 P
=758 (344.17) (P
= 44.99)
Investing − − − − − (0.07) (730.07) (1,358) (25.07) (32.35)
Financing (101.30) (221.05) (105.30) 44.78 1.10 125.71 (220.52) 600 (60.66) 1,004.65

*SGVFSM009379*
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Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong and
healthy consolidated statement of financial position to support its current business operations and
drive its expansion and growth in the future.

The Group undertakes to establish the appropriate capital structure for each business line, to allow it
sufficient financial flexibility, while providing it sufficient cushion to absorb cyclical industry risks.

The Group considers debt as a stable source of funding. The Group attempts to continually lengthen
the maturity profile of its debt portfolio and makes it a goal to spread out its debt maturities by not
having a significant percentage of its total debt maturing in a single year.

The Group manages its capital structure and makes adjustments to it, in the light of changes in
economic conditions. It monitors capital using leverage ratios on both a gross debt and net debt basis.
The Group is subject to externally imposed capital requirements from its bank loans which it has
complied with as of December 31, 2020 and 2019 (see Note 18).

Equity, which the Group considers as capital, pertains to the equity attributable to equity holders of
the Parent Company excluding other components of equity and remeasurement loss on defined
benefit plan, amounting to a total of =
P20,660.80 million and P=17,464.84 million as of
December 31, 2020 and 2019, respectively.

No changes were made in the objectives, policies or processes for managing capital in 2020 and 2019.

22. General, Administrative and Selling Expenses

This account consists of:

2020 2019 2018


Commission P
=838,230,807 =1,073,736,547
P =834,317,060
P
Salaries, wages and employee
benefits (Note 23) 673,729,980 734,098,003 629,488,457
Marketing and promotions 447,335,070 603,383,309 1,121,772,561
Taxes and licenses 325,487,131 202,501,561 193,656,209
Professional fees 74,976,338 116,454,983 87,860,082
Depreciation and amortization
(Notes 12 and 13) 59,467,026 57,545,711 37,854,976
Utilities 57,996,893 18,367,414 20,732,147
Repairs and maintenance 55,283,417 62,074,477 13,757,548
Outside services 47,783,997 43,335,986 29,165,709
Supplies 29,883,987 21,110,823 10,194,937
Rent 26,343,133 22,412,548 65,994,163
Representation expenses 25,964,987 93,552,363 66,050,772
Communication 11,827,687 15,702,014 20,122,275
Transportation and travel 7,115,365 17,056,463 16,104,758
Miscellaneous 182,287,881 154,485,859 107,454,756
P
=2,863,713,699 =3,235,818,061
P =3,254,526,410
P

Miscellaneous pertains mainly to research development, sponsorships, recruitment fess, software


maintenance and insurance.

*SGVFSM009379*
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23. Personnel Cost

This account consists of salaries, wages and employee benefits as follows:

2020 2019 2018


General, administrative and
selling expenses (Note 22) P
=673,729,980 =731,772,223
P =629,488,457
P
Cost of services 285,985,555 295,241,150 276,552,505
P
=959,715,535 =1,027,013,373
P =906,040,962
P

The breakdown of salaries, wages and employee benefits is as follows:

2020 2019 2018


Salaries and wages P
=765,421,425 =
P712,558,986 =639,423,507
P
Retirement expense (Note 27) 53,846,232 40,927,863 35,599,728
Other employee benefits 140,447,878 273,526,524 231,017,727
P
=959,715,535 =1,027,013,373
P =906,040,962
P

24. Property Management Fee and Other Services

Property management fee pertains mostly to facilities management and consultancy fees of
condominium corporations, corporate facilities and prior projects of the Group, which have been
turned over to the respective buyers.

Other services pertain to technical services such as plan evaluation, consultation and project
management.

Total property management fee and other services recognized amounted to = P389.72 million,
=412.15 million and =
P P395.46 million in 2020, 2019 and 2018, respectively. Direct cost of services
incurred amounted to = P285.99 million, =
P295.24 million and =
P276.55 million in 2020, 2019 and 2018,
respectively, in relation to property management.

25. Interest Income and Others

This account consists of:

2020 2019 2018


Income from forfeited collections P
=329,453,236 =335,707,714
P =
P363,850,996
Interest income from deposits and short-
term investments (Notes 4 and 5) 69,047,970 99,287,587 62,625,758
Interest income from investment in bonds
(Note 14) 25,854,063 12,737,888 –
Gain on sale of investment property (Note
11) 12,978,992 3,521,396 12,941,360
Foreign exchange gains – – 10,677,268
Loss on pre-termination of derivative (Note
13) – (39,735,974) –
Other income 130,733,908 161,844,867 118,560,867
P
=568,068,169 =573,363,478
P =568,656,249
P

*SGVFSM009379*
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Income from forfeited collections pertains to forfeited collections from reservation fees whose
allowable period of completion has prescribed and terminated sales contracts.

Other income mainly consists of the penalties and other surcharges billed against defaulted
installments from sales contracts. Real estate buyers are normally charged a penalty of 3.00% of the
monthly installment for every month in arrears from the time the specific installment becomes due
and payable.

26. Interest and Other Financing Charges

Details of this account follow (see Notes 18, 20 and 29):

2020 2019 2018


Interest expense P
=784,022,304 =
P747,608,418 =
P414,117,993
Other financing charges 163,486,863 189,079,793 180,157,770
P
=947,509,167 =936,688,211
P =
P594,275,763

Other financing charges mostly include charges from interbank transfers other banking service fees
and amortization of deferred transaction costs.

27. Pension Costs

The Group has a funded, noncontributory, defined benefit pension plan covering substantially all of
its regular employees. The benefits are based on the projected retirement benefit of 22.5 days pay per
year of service in accordance with Republic Act 7641, The Retirement Pay Law. The benefits are
based on current salaries and years of service and compensation on the last year of employment. An
independent actuary conducts an actuarial valuation of the retirement benefit obligation using the
projected unit credit method.

The components of retirement expense included under “Salaries, wages and employee benefits” under
general, administrative and selling expenses follow (see Note 22):

2020 2019 2018


Current service cost P
=37,426,041 =
P21,593,153 =22,013,276
P
Net interest cost on benefit
obligation 16,420,191 19,334,710 13,586,452
Retirement expense P
=53,846,232 =40,927,863
P =35,599,728
P

Changes in the fair value of the plan assets (FVPA) and the present value of the retirement obligation
(PVRO) are as follows as of December 31, 2020 and 2019:

2020 2019
FVPA:
Balance at January 1 P
=6,733,686 =
P5,938,951
Interest income 345,361 457,299
Remeasurement gain from changes in financial
assumptions 76,830 337,436
Balance at December 31 7,155,877 6,733,686

(Forward)

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2020 2019
PVRO:
Balance at January 1 P
=314,135,764 =257,040,379
P
Current service cost 23,978,421 21,593,153
Interest cost 25,249,263 19,792,009
Past service costs 4,964,089 –
Benefits paid (43,089,171) (5,796,722)
Transfer to an affiliate (see Note 17) – (447,067)
Actuarial loss (gain) from changes in:
Financial assumptions 64,170,906 76,042,712
Experience and demographic assumptions (9,268,189) (54,088,700)
Balance at December 31 380,141,083 314,135,764
Net liability arising from retirement obligation P
=372,985,206 =307,402,078
P

The plan assets as of December 31, 2020 and 2019 pertain solely to bank deposits. The Group does
not expect to contribute to its retirement fund in 2021.

The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumptions on the defined benefit obligation as of the end of the reporting period,
assuming all other assumptions were held constant.
December 31, 2020
Increase (decrease) Effect on DBO
Discount rate 1.0% (P
=42,256,637)
Discount rate (1.0%) 51,070,165
Rate of salary increase 1.0% 49,714,093
Rate of salary increase (1.0%) (42,043,649)
December 31, 2019
Increase (decrease) Effect on DBO
Discount rate 1.0% (P
=32,075,086)
Discount rate (1.0%) 38,542,932
Rate of salary increase 1.0% 38,109,923
Rate of salary increase (1.0%) (22,655,620)

The assumptions used to determine pension benefits for the Group in 2020 and 2019 are as follows:

2020 2019
Discount rate 3.92%-4.19% 5.50%
Salary increase rate 3.50%-6.00% 4.00 to 6.00%

Shown below is the maturity analysis of the undiscounted benefit payments:

Year ending Amount


December 31, 2021 =
P72,049,072
December 31, 2022 3,536,267
December 31, 2023 2,612,754
December 31, 2024 9,173,139
December 31, 2025 15,494,738
December 31, 2026 through December 31, 2030 100,945,874

*SGVFSM009379*
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28. Income Taxes

The provision for income tax consists of:

2020 2019 2018


Current:
RCIT/MCIT P
=171,229,503 =345,148,121
P =308,117,860
P
Final 17,792,996 22,405,095 12,525,152
189,022,499 367,553,216 320,643,012
Deferred 226,348,233 210,009,532 183,127,249
P
=415,370,732 =577,562,748
P =503,770,261
P

Current tax
Provision for current tax pertains to final tax and RCIT/MCIT.

Income tax includes RCIT paid at the rate of 30%, MCIT paid at the rate of 2% and final taxes paid at
the rate of 20%, which is a final withholding tax on gross interest income from debt instruments and
other deposit substitutes.

The components of the Group’s deferred tax assets and deferred tax liabilities are as follows:

2020 2019
Recognized in the consolidated statements of
comprehensive income:
Deferred tax assets on:
NOLCO P
=37,079,649 P8,891,813
=
Accrued retirement costs 59,605,673 57,431,752
MCIT 35,047,411 2,626,632
Advance rentals 81,745,139 –
Difference in accounting under PFRS 16 – 1,152,416
Provisions for impairment losses 3,416,967 3,296,786
216,894,839 73,399,399
Deferred tax liabilities on:
Effect of difference in accounting and tax
base on real estate sales (see Note 2) (1,475,894,783) (1,305,730,303)
Fair value gains on investment properties (1,153,336,605) (989,382,666)
Prepaid commissions (262,438,865) (304,173,303)
Effect of difference in accounting and tax
base on investment properties (182,261,431) (112,770,175)
Unamortized deferred financing costs (44,228,294) (52,217,000)
Others (16,273,160) (10,029,923)
(3,134,433,138) (2,774,303,370)
Recognized directly in equity:
Deferred tax asset on re-measurement loss on
retirement obligation 52,289,889 34,788,871
(P
=2,865,248,410) (P
=2,666,115,100)

*SGVFSM009379*
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The above deferred tax assets and liabilities are presented in the consolidated statements of financial
position as follows:

2020 2019
Deferred tax assets - net P
=86,280,221 P42,148,127
=
Deferred tax liabilities - net 2,951,528,631 2,708,263,227

As of December 31, 2020, carryover NOLCO that can be claimed as deduction from future taxable
income are as follows:

Year Incurred Amount Used/Expired Balance Expiry Year


2017 =169,080,670
P (P
=169,080,670) =−
P 2020
2018 43,234,045 − 43,234,045 2021
2019 238,937,496 − 238,937,496 2022
2020 470,848,536 − 470,848,536 2025
=922,100,747
P (P
=169,080,670) =753,020,077
P

As of December 31, 2020, MCIT that can be used as deductions against income tax liabilities are as
follows:
Year Incurred Amount Used/Expired Balance Expiry Year
2017 =5,314,166
P (P
=5,314,166) =−
P 2020
2018 34,378 − 34,378 2021
2019 2,840,330 − 2,840,330 2022
2020 34,676,659 34,676,659 2025
=42,865,533
P (P
=5,314,166) =37,551,367
P

Unrecognized deferred tax assets


The Group has NOLCO and MCIT that are available for offset against future taxable income or tax
payable for which deferred tax assets have not been recognized. Unrecognized deferred tax assets on
NOLCO and MCIT amounted to = P188.83 million and =P2.50 million, respectively, as of
December 31, 2020 and = P126.48 million and =P5.56 million, respectively, as of December 31, 2019.

Statutory reconciliation
The reconciliation of the provision for income tax computed at statutory income tax rate to the
provision for income tax shown in profit or loss follows:

2020 2019 2018


Provision for income tax computed
at statutory rate =469,381,430
P =616,809,884
P =486,587,064
P
Adjustments for:
Expired NOLCO 50,724,201 7,821,922 79,394,320
Change in unrecognized deferred
tax assets 59,284,238 120,934,999 56,736,634
Final tax 17,735,542 22,405,095 12,525,152
Expired MCIT 5,314,166 14,418,987 2,367,377
Income under income tax holiday (110,002,111) (268,591,541) (202,780,529)
Non-taxable interest and other
income (110,363,544) (97,415,017) (62,533,273)
Nondeductible interest and other
expenses 33,296,810 161,178,419 131,473,516
Provision for income tax =415,370,732
P P577,562,748
= P503,770,261
=

*SGVFSM009379*
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29. Lease Contracts

Group as lessee
The Group has lease contracts for various office spaces with lease terms of two (2) to three (3) years.
Rental due is based on prevailing market conditions. As of December 31, 2020 and 2019, the Group has
rental deposits pertaining to these lease contracts amounting to =
P132.39 million and =
P152.40 million,
respectively (see Note 13). The Group refunded rental deposits amounting to = P20.0 million and
=7.18 million in 2020 and 2019, respectively.
P

The rollforward of lease liability is as follows:

December 31, December 31,


2020 2019
Balance at beginning of year P
=61,178,004 =71,933,617
P
Additions 10,027,785 –
Accretion for the year (Note 26) 4,659,965 5,477,704
Payments (21,750,839) (16,233,317)
Termination (49,589,309) –
Balance at end of year 4,525,606 61,178,004
Less current portion 4,525,606 21,642,553
Noncurrent portion P
=– =39,535,451
P

Proceeds from refund of rental deposits amounted to =


P20.00 million, =
P7.18 million and
=1.01 million in 2020, 2019 and 2018, respectively.
P

Payments for principal and interest on lease liability are presented under financing activities while
payments for interest on lease liability are presented under operating activities.

The following are the amounts recognized in consolidated statements of comprehensive income:

2020 2019
Depreciation expense of right-of-use assets included
in property and equipment P
=18,849,731 =14,596,999
P
Interest expense on lease liabilities 4,659,965 5,477,704
Expenses relating to short-term leases (included in
general, selling and administrative expenses)
(Note 22) 26,343,133 22,412,548
Gain on pre-termination of lease contracts (5,798,312) –
Leasing revenues 795,034,245 713,381,592
Total amount recognized in the consolidated
statements of comprehensive income P
=839,088,762 =755,868,843
P

The movements of ROU assets during 2020 and 2019 are as follows:

2020 2019
Balance at beginning of year P
=57,336,618 =–
P
Additions (Note 12) 11,572,605 71,933,617
Termination (43,790,997) –
Amortization expense (Note 12) (18,849,731) (14,596,999)
Balance at end of year P
=6,268,495 =57,336,618
P

*SGVFSM009379*
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Shown below is the maturity analysis of the future undiscounted lease payments as of
December 31, 2020 and 2019:

2020 2019
Within one year P
=4,609,939 =16,977,177
P
After one year but not more than three years – 56,470,097

Group as lessor
The Group is a lessor of its commercial units in its retail mall, hospital, office and commercial spaces.
The leases have terms ranging from one (1) year to (10) years, with renewal options. Monthly rent
payment is computed using a fixed rate per square meter and variable rent based on percentage of
sales of the tenants for the year. Leasing revenue recognized amounted to = P168.37 million,
=713.38 million and =
P P407.27 million in 2020, 2019 and 2018, respectively.

The Group received security deposits and advance rentals amounting to P352.67 million and P35.28
million classified as “Other current liabilities” and =
P694.46 million and =
P382.84 million “Other
noncurrent liabilities” as of December 31, 2020 and 2019, respectively for its lease contracts from its
project.

Future minimum rentals receivable under operating leases are as follows:

2020 2019
Within one year P
=330,302,531 =585,442,933
P
After one year but not more than three years 2,226,552,046 2,902,733,169

30. Financial Instruments

Fair Value Information


The table below presents the carrying amounts and fair values of the Group’s financial assets and
financial liabilities:

December 31, 2020 December 31, 2019


Carrying Value Fair value Carrying Value Fair Value
Financial assets
ICR P
=10,447,472,507 P
=10,664,466,511 =10,477,877,484
P =11,568,452,788
P
Rental deposits 132,394,312 135,144,142 152,396,921 153,476,981
Investment in bonds 463,750,000 463,750,000 463,750,000 471,542,330
P
=11,043,616,819 P
=11,263,360,653 =11,094,024,405
P =12,193,472,099
P

Financial liabilities
Long-term debt P
=14,856,175,665 P
=14,961,379,531 =15,342,716,948
P =15,986,421,333
P
Bonds payable 3,084,766,287 3,172,154,215 4,453,032,166 4,541,582,403
Liability from purchased
land 310,364,351 316,810,619 335,535,743 349,217,856
Security deposits 945,111,754 964,741,725 382,842,116 403,727,199
P
=19,196,418,057 P
=19,415,086,090 =20,514,126,973
P =21,280,948,791
P

Fair Value of Financial Instruments


The methods and assumptions used by the Group in estimating the fair values of the financial
instruments are as follows:

*SGVFSM009379*
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Financial assets
Cash and cash equivalents, receivables (excluding ICRs), due from related parties, marginal deposit
accounts and other payables, due to related parties and short-term debt
Carrying amounts approximate fair values due to the short-term maturities of these instruments.

ICRs
Fair value is based on undiscounted value of future cash flows using the prevailing interest rates for
similar types of receivables as of the reporting date using the remaining terms of maturity. Discount
rates ranging from 8.12% to 9.23% were used in calculating the fair value as of December 31, 2020
and 2019.

Rental deposits and investment in bonds


The fair values of rental deposits and investment in bonds are based on the discounted value of future
cash flows using the applicable market interest rates. Discount rates ranging from 4.29% to 5.07%
and 4.29% to 5.07% were used in calculating the fair value of the Group’s rental deposits as
of December 31, 2020 and 2019, respectively. The discount rate used for the investment in bonds is
1.71% and 3.82% as of December 31, 2020 and 2019, respectively.

Long-term debt, bonds payable, liability from purchased land and, security deposits and
The fair values are estimated using the discounted cash flow method using the Group’s current
incremental borrowing rates for similar borrowings with maturities consistent with those remaining
for the liability being valued. The discount rates used for long-term debt ranged from 1.12% to
1.71% and 4.97% to 5.04%as of December 31, 2020 and 2019, respectively. The discount rates used
for the bonds payable ranged from 4.95% to 5.00% and 2.79% to 4.52% as of December 31, 2019
2018, respectively. The discount rates used for the liability from purchased land ranged from 1.12%
to 1.71% and 4.97% to 5.18% as of December 31, 2020 and 2019, respectively. The discount rates
used for refundable deposits ranged from 4.97% to 5.04% as of December 31, 2019. The discount
rates used for the lease liabilities ranged from 1.12% to 1.71% and 4.38% to 5.12% as of
December 31, 2020 and 2019, respectively.

In 2020 and 2019, the Group did not have transfers between Level 1 and Level 2 fair value
measurements and no transfers into and out of Level 3 fair value measurements.

Financial Risk Management Policies and Objectives


The Group has various financial assets and liabilities such as cash and cash equivalents, receivables,
due to and from related parties, and accounts payable and other liabilities, which arise directly from
its operations. The Group has bonds payable, short-term and long-term debt availed for financing
purposes.

Exposure to credit, interest rate and liquidity risks arise in the normal course of the Group’s business
activities.

The main objectives of the Group’s financial risk management are as follows:
 to identify and monitor such risks on an ongoing basis;
 to minimize and mitigate such risks; and
 to provide a degree of certainty about costs.

*SGVFSM009379*
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The Group’s BOD reviews and approves the policies for managing each of these risks and they are
summarized below:

Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss for the
Group by failing to discharge an obligation.

The Group trades only with recognized, creditworthy third parties. The Group’s receivables are
monitored on an ongoing basis to manage exposure to bad debts and to ensure timely execution of
necessary intervention efforts. Real estate buyers are subject to standard credit check procedures,
which are calibrated based on payment scheme offered. The Group assessed that its customers
portfolio is homogeneous. The Group’s respective credit management units conduct a comprehensive
credit investigation and evaluation of each buyer to establish creditworthiness.

In addition, the credit risk for ICRs is mitigated as the Group has the right to cancel the sales contract
without need for any court action and take possession of the subject house in case of refusal by the
buyer to pay on time the due installment contracts receivable. This risk is further mitigated because
the corresponding title to the subdivision units sold under this arrangement is transferred to the buyers
only upon full payment of the contract price.

With respect to credit risk arising from the other financial assets of the Group, exposure to credit risk
arises from default of the counterparty, with a maximum exposure equal to the carrying amount of
these instruments. The Group transacts only with institutions or banks which have demonstrated
financial soundness for the past 5 years.

The Group’s maximum exposure to credit risk as of December 31, 2020 and 2019 is equal to the
carrying values of its financial assets with an aggregate amount of =
P14,732.19 million and
=6,280.72 million, which excludes cash on hand amounting to =
P P2.47 million and =
P2.80 million,
respectively, and ICRs with carrying values of = P10,477.47 million and =
P10,477.89 million,
respectively, and fair value of collateral amounting to =
P6,210.21 million and =
P13,871.70 million,
respectively.

The credit quality of the financial assets was determined as follows:

Cash and cash equivalents, rental deposits and derivative asset - these are considered as high-grade
financial assets as these are entered into with reputable counterparties.

Receivables - these are considered as high grade since there are no default in payments.

Due from related parties - these are considered as standard grade as these are settled on time or are
slightly delayed due to unresolved concerns.

Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments
associated with financial instruments. Liquidity risk may result from either the inability to sell
financial assets quickly at their fair values; or the counterparty failing on repayment of a contractual
obligation; or inability to generate cash inflows as anticipated. The Group’s objective is to maintain a
balance between continuity of funding and flexibility through the use of bank loans and advances
from related parties. It matches its projected cash flows to the projected amortization of long-term
borrowings. For its short-term funding, the Group’s policy is to ensure that there are sufficient
operating inflows to match repayments of short-term debt.

*SGVFSM009379*
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The following table shows the maturity profile of the Group’s financial assets used for liquidity
purposes and liabilities based on contractual undiscounted payments:
December 31, 2020
Within 1 Year More than 1 year Total
Financial assets
Cash and cash equivalents =
P2,473,555,750 =
P– =
P2,473,555,750
Short-term deposits 285,241,756 – 285,241,756
Receivables* 14,534,369,287 124,776,589 14,659,145,876
Due from related parties 464,422,862 – 464,422,862
Rental deposits – 132,394,312 132,394,312
Investment in bonds 463,750,000 – 463,750,000
=
P18,221,339,655 =
P257,170,901 =
P18,478,510,556
Financial liabilities
Accounts and other payables** =
P5,070,311,732 =
P– =
P5,070,311,732
Due to related parties 270,006,022 – 270,006,022
Short-term debt 811,948,735 – 811,948,735
Liability from purchased land 67,200,000 208,335,743 275,535,743
Long-term debt:
Principal 5,505,137,842 9,469,719,972 14,974,857,814
Interest 395,275,349 707,668,456 1,102,943,805
Bonds payable:
Principal 119,110,000 3,000,000,000 3,119,110,000
Interest 240,840,657 117,304,500 358,145,157
Lease liabilities 4,609,939 – 4,609,939
Security deposits 250,645,280 694,466,474 945,111,754
=
P12,735,085,556 =
P14,197,495,145 =
P26,932,580,701
* Excluding other receivables from employees amounting to =P 372.27 million as of December 31, 2020.
**Excluding customers’ advances and statutory liabilities amounting to =
P430.12 million and =
P 91.21 million, respectively, as of
December 31, 2020.

December 31, 2019


Within 1 Year More than 1 year Total
Financial assets
Cash and cash equivalents =
P4,005,009,231 =
P– =
P4,005,009,231
Receivables* 10,582,926,659 1,137,658,202 11,720,584,861
Due from related parties 419,654,624 – 419,654,624
Rental Deposits – 152,396,921 152,396,921
Investment in bonds 463,750,000 – 463,750,000
=
P15,471,340,514 =
P1,290,055,123 =
P16,761,395,637
Financial liabilities
Accounts and other payables** =
P4,537,618,240 =
P– =
P4,537,618,240
Due to related parties 171,191,762 – 171,191,762
Short-term debt 1,452,692,919 – 1,452,692,919
Liability from purchased land 67,200,000 268,335,743 335,535,743
Long-term debt:
Principal 5,462,166,897 9,991,882,433 15,454,049,330
Interest 38,643,173 72,689,208 111,332,381
Bonds payable:
Principal 1,392,653,130 3,119,986,870 4,512,640,000
Interest 6,210,246 40,965,921 47,176,167
Lease liabilities 21,642,553 50,448,594 72,091,147
Security deposits – 382,842,116 382,842,116
=
P13,150,018,920 =
P13,927,150,885 =
P27,077,169,805
* Excluding other receivables amounting to =
P348.22 million as of December 31, 2019.
**Excluding customers’ advances and statutory liabilities amounting to =
P871.39 million and =
P 294.06 million, respectively,
as of December 31, 2019.

Foreign currency risk


Financial assets and credit facilities of the Group, as well as major contracts entered into for the
purchase of raw materials, are mainly denominated in Philippine Peso.

*SGVFSM009379*
- 65 -

The following table shows the Group’s consolidated foreign currency-denominated monetary assets
and liability and their peso equivalents as of December 31, 2020 and December 31, 2019:

December 31, 2020 December 31, 2019


Original Peso Original Peso
Currency Equivalent Currency Equivalent
Assets
Cash and cash equivalents
US Dollar $327,021 P
=15,714,973 $559,980 =28,223,031
P
Euro €4,390 257,652 €7,160 396,286
Net foreign currency denominated
instruments P
=15,972,625 =28,619,317
P
The spot exchange rates used were; =
P 48.09 to US$1 and =
P 58.69 to €1 in 2020 =
P 50.4 to US$1 and =
P 55.34 to €1 in 2019.

The following table demonstrates the sensitivity to reasonably possible changes in foreign currency
rates, with all variables held constant, of the Group’s income before tax and equity.

2020 2019
Increase Increase
(decrease) in (decrease) in
foreign Effect on profit foreign Effect on profit
exchange rates before tax exchange rates before tax
Dollar 5% =785,749
P 5% =1,411,151
P
(5%) (785,749) (5%) (1,411,151)

Euro 5% 12,883 5% 19,814


(5%) (12,883) (5%) (19,814)

Interest rate risk


Interest rate risk is the risk that changes in the market interest rates will reduce the Group’s current or
future earnings and/or economic value. The Group’s interest rate risk management policy centers on
reducing the overall interest expense and exposure to changes in interest rates. Changes in market
interest rates relate primarily to the Group’s interest-bearing debt obligations with floating interest
rates or rates subject to repricing as it can cause a change in the amount of interest payments.

The following table sets out the carrying amount, by maturity, of the Group’s long-term debt that are
exposed to interest rate risk.

Interest terms
(p.a.) Rate fixing period <1 year 1 to 5 years
2020 6.2-10.3 % Monthly; Annually =4,790,613,689
P P9,896,905,464
=
2019 6.2-10.3 % Monthly; Annually =89,678,076
P =10,134,117,726
P

The following table demonstrates the sensitivity to reasonably possible changes in interest rates, with
all variables held constant, of the Group’s income before tax and equity (through the impact on
floating rate borrowings).

2020 2019
Increase (decrease) Effect on profit Increase (decrease) Effect on profit
in interest rates before tax in interest rates before tax
Basis points 0.33% (P
=16,303,146) 0.33% (P
=19,729,570)
(0.33%) 16,303,146 (0.33%) 19,729,570

There is no other impact on the Group’s total comprehensive income other than those already
affecting the net income.

*SGVFSM009379*
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31. Performance Obligations

Information about the Group’s performance obligations are summarized below:

Real estate sales


The Group entered into contracts to sell with one identified performance obligation, which is the sale
of the real estate unit together with the services to transfer the title to the buyer upon full payment of
contract price. The amount of consideration indicated in the contract to sell is fixed and has no
variable consideration. The sale of real estate unit may cover the contract for either the (i) serviced
lot; (ii) service lot and house, and (ii) condominium unit and the Group concluded that there is one
performance obligation in each of these contracts. The Group recognizes revenue from the sale of
these real estate projects under pre-completed contract over time during the course of the
construction.

Payment commences upon signing of the contract to sell and the consideration is payable in cash or
under various financing schemes entered with the customer. The financing scheme would include
payment of 10%-30% of the contract price spread over a certain period (e.g., three months to four
years) at a fixed monthly payment with the remaining balance payable (a) in full at the end of the
period either through cash or external financing; or (b) through in-house financing which ranges from
two (2) to five (5) years with fixed monthly payment. The amount due for collection under the
amortization schedule for each of the customer does not necessarily coincide with the progress of
construction, which results to either an installment contract receivable or contract liability.

The transaction price allocated to the remaining performance obligations (unsatisfied or partially
satisfied) as at December 31, 2020 and 2019 are as follows:

2020 2019
Within one year P
=6,655,183,190 P=2,624,812,013
More than one year 3,203,070,219 10,112,663,995
P
=9,858,253,409 =
P12,737,476,008

The remaining performance obligations expected to be recognized within one year and in more than
one year relate to the continuous development of the Group’s real estate projects. The Group’s
condominium units are completed within three years and five years, respectively, from start of
construction while serviced lots and serviced lots and house are expected to be completed within two
to three years from start of development.

All of the Group’s real estate sales from residential development are revenue from contracts with
customers recognized over time. The Group’s disaggregation of each sources of real estate sales are
presented below:

Project Location 2020 2019 2018


Century City Mall Makati City =1,660,954,270
P =3,894,435,955
P =1,338,683,860
P
The Residences at
Commonwealth Quezon City 1,702,846,685 2,465,763,621 2,061,766,134
Azure Urban Resort
Residences Paranaque City 988,828,244 1,528,571,196 1,416,055,991
Acqua Private 261,152,819 1,182,514,118 1,856,393,357
Residences Mandaluyong City

(Forward)

*SGVFSM009379*
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Project Location 2020 2019 2018


The Resort Residences
at Azure North Pampanga City =1,650,674,821
P =1,534,977,998
P P1,718,593,263
=
Tanza Properties Cavite 658,408,344 897,915,882 1,036,620,987
PHirst Park Homes Cavite 1,606,098,551 844,062,390 133,842,483
Batulao Landscapes Batangas 302,822,070 323,057,116 –
Canyon Ranch Cavite 650,833,837 14,088,803 14,712,191
=9,482,619,641
P =12,685,387,079
P =9,576,668,266
P

Property management and other service fees


The Group’s disaggregation of each source of property management and other service fees are as
follows:

Location 2020 2019 2018


Within Metro Manila P
=383,489,931 =380,775,404
P =365,635,328
P
Outside Metro Manila 6,233,388 31,376,027 29,824,889
P
=389,489,931 =412,151,431
P =395,460,217
P

32. Segment Information

Business segment information is reported on the basis that is used internally for evaluating segment
performance and deciding how to allocate resources among operating segments. Accordingly, the
segment information is reported based on the nature of service the Group is providing.
The segments where the Group operate follow:

 Real estate development - sale of high-end, upper middle-income and affordable residential lots
and units and lease of residential developments under partnership agreements;
 Leasing - lease of the Group’s retail mall;
 Property management - facilities management of the residential and corporate developments of
the Group and other third-party projects, including provision of technical and related consultancy
services.
Segment performance is evaluated based on operating profit or loss and is measured consistently with
operating profit or loss in the consolidated financial statements.

The financial information about the operations of these operating segments is summarized below:

For the Year Ended December 31, 2020


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue =
P9,662,658,113 =
P389,723,319 =
P795,034,245 (P
= 11,670,985) P
= 10,835,744,692
Costs and expenses
Cost of real estate sales and services 6,108,919,705 285,985,555 226,533,530 (25,970,173) 6,595,468,617
General, administrative and selling
expenses 2,591,025,651 93,819,746 246,398,496 (67,530,194) 2,863,713,699
Operating income 962,712,757 9,918,018 322,102,219 81,829,382 1,376,562,376
Other income (expenses)
Interest and other income 1,302,662,925 10,806,244 827,524,492 (1,005,442,102) 1,135,551,559
Interest and other financing charges (784,760,101) (264,738) (194,092,328) 31,608,000 (947,509,167)
Income before income tax 1,480,615,581 20,459,524 955,534,383 (892,004,720) 1,564,604,768
Provision for income tax 171,599,808 9,899,533 290,709,343 (56,837,952) 415,370,732
Net income =
P1,309,015,773 =
P10,559,991 =
P664,825,040 (P
= 835,166,768) P
= 1,149,234,036

*SGVFSM009379*
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As of December 31, 2020


Segment assets =
P60,737,259,653 =
P276,131,172 =P17,189,180,306 (P
= 25,279,947,932) P
= 52,922,623,199
Deferred tax assets 8,521,291 22,049,451 – 55,709,479 86,280,221
Total Assets =
P60,745,780,944 =
P298,180,623 =P17,189,180,306 (P
= 25,224,238,453) P
= 53,008,903,420

Segment liabilities =
P33,928,803,567 =
P275,584,925 =
P10,823,793,820 (P
= 16,102,081,183) P
= 28,926,101,129
Deferred tax liabilities 2,187,251,755 80,362 809,242,114 (45,045,600) 2,951,528,631
Total Liabilities =
P36,116,055,322 =
P275,665,287 =
P11,633,035,934 (P
= 16,147,126,783) P
= 31,877,629,760

For the Year Ended December 31, 2019


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue =13,551,163,364
P =412,151,431
P =713,381,593
P (P=361,680,120) P
=14,315,016,268
Costs and expenses
Cost of real estate sales and services 8,638,664,807 295,241,150 217,448,235 (179,120,746) 8,972,233,446
General, administrative and selling
expenses 2,933,170,351 99,664,088 202,983,622 – 3,235,818,061
Operating income 1,979,328,206 17,246,193 292,949,736 (182,559,374) 2,106,964,761
Other income (expenses)
Interest and other income 1,040,347,760 1,543,625 23,497,911 (103,576,912) 961,812,384
Interest and other financing charges (1,073,115,571) (372,012) (42,833,527) 103,576,912 (1,012,744,198)
Income before income tax 1,946,560,395 18,417,806 273,614,120 (182,559,374) 2,056,032,947
Provision for income tax 501,139,550 4,330,376 79,518,996 (7,426,174) 577,562,748
Net income =
P1,445,420,845 P
=14,087,430 P
=194,095,124 (P
=175,133,200) P
=1,478,470,199

As of December 31, 2019


Segment assets =65,431,347,121
P =328,496,231 P
P =8,384,169,137 (P
=20,744,475,004) =
P53,399,537,485
Deferred tax assets 25,013,993 17,134,134 – – 42,148,127
Total Assets =65,456,361,114
P =345,630,365 P
P =8,384,169,137 (P
=20,744,475,004) P
=53,441,685,612

Segment liabilities =37,863,283,879


P =260,753,562
P =6,411,286,302 (P
P =13,417,470,846) =
P31,117,852,897
Deferred tax liabilities 2,168,872,268 – 546,817,133 (7,426,174) 2,708,263,227
Total Liabilities =
P40,032,156,147 =
P260,753,562 =
P6,958,103,435 (P
=13,424,897,020) P
=33,826,116,124

For the Year Ended December 31, 2018


Real Estate Property Adjustments and
Development Management Leasing Elimination Consolidated
Revenue =10,001,951,426
P =390,551,113
P =407,267,202
P (P
=97,891,450) P
=10,701,878,291
Costs and expenses
Cost of real estate sales and services 5,726,713,078 279,364,283 227,918,806 (74,292,307) 6,159,703,860
General, administrative and selling
expenses 2,903,943,006 97,440,044 253,143,360 – 3,254,526,410
Operating income (loss) 1,371,295,342 13,746,786 (73,794,964) (23,599,143) 1,287,648,021
Other income (expenses)
Interest and other income 776,743,967 6,652,692 395,963,836 (105,583,144) 1,073,777,351
Interest and other financing charges (840,872,163) (282,068) (3,897,405) 105,583,144 (739,468,492)
Income before income tax 1,307,167,146 20,117,410 318,271,467 (23,599,143) 1,621,956,880
Provision for income tax 337,928,617 7,709,092 163,857,083 (5,724,531) 503,770,261
Net income =969,238,529
P =12,408,318
P =154,414,384
P (P
=17,874,612) =1,118,186,619
P

As of December 31, 2018


Segment assets =53,523,802,781
P =305,335,227 P
P =11,888,813,090 (P
=16,413,197,686) =
P49,304,753,412
Deferred tax assets 41,983,795 19,945,622 – – 61,929,417
Total Assets =53,565,786,576
P =325,280,849 P
P =11,888,813,090 (P
=16,413,197,686) P
=49,366,682,829

Segment liabilities =35,047,770,114


P =250,733,529
P =4,229,631,053 (P
P =10,149,438,382) =
P29,378,696,314
Deferred tax liabilities 1,603,334,709 – 926,909,778 (5,724,531) 2,524,519,956
Total Liabilities P
=36,651,104,823 P
=250,733,529 =
P5,156,540,831 (P
=10,155,162,913) P
=31,903,216,270

*SGVFSM009379*
- 69 -

33. Significant Contracts

Deposits for Preferred Shares Subscription


The Group’s deposit for preferred shares subscription pertains to deposits received by the Group from
buyers of its preferred shares. On June 17, 2015, the Group’s preferred shares divided into Class A,
Class B, Class C and Class D have been registered with SEC for public offering.

As of December 31, 2020, there had been subscriptions of 6,149 Preferred A shares at a total amount
of P
=1,022.96 million, 481 Preferred B shares at a total amount of P
=113.70 million, 520 Preferred C
shares at a total amount of P
=99.42 million and 247 Preferred D shares at a total amount of
=56.92 million. Outstanding subscription receivable on preferred shares as of December 31, 2020
P
amounted to = P200.90 million. Outstanding subscription receivable on preferred shares as of
December 31, 2019 amounted to = P349.86 million. As of December 31, 2020 and 2019, fully paid
subscriptions amounted to = P850.88 million and P
=805.89 million, respectively. In 2020, 2019 and
2018, the Group received additional deposits amounting to =P56.11 million, =P412.20 million, and
=201.68 million, respectively.
P

Total deposits for preferred shares subscriptions received presented under financial statement caption
“Other noncurrent liabilities” amounted to = P1,092.10 million and = P1,035.99 million as of
December 31, 2020 and 2019, respectively. Prior to full payment and availability of the rooms, the
Group has determined that amounts received from the buyers of preferred shares are classified as
liability since the shareholders’ rights to the 28 free nights to stay at the hotel and contractual right to
dividends will inure to the shareholders only upon full payment and availability of the rooms. The
Group has an obligation to complete the facility expected to be completed in 2021.

The preferred shares have the following features, rights, privileges and obligations which can be
availed by the preferred shareholders upon full payment:

a. All classes of the preferred shares are non-voting.


b. Preferred shareholders are entitled to use and occupy, for twenty-eight (28) nights per year (the
“Annual Usage Entitlement”), the rooms to be owned by the Group in the planned Acqua 6
Tower of the Acqua Private Residences (upon its completion and only when such rooms are
ready for occupancy), with the room class based on the class of preferred shares owned. Annual
Usage Entitlements are non-cumulative.

The corresponding room class of each class of shares are as follows:

Class of Preferred Shares Corresponding Room Class


Preferred A shares Studio Room
Preferred B shares One Bedroom Deluxe Room
Preferred C shares One Bedroom Superior Room
Preferred D shares One Bedroom Premier Room

c. The preferred shareholders shall be entitled to a share in Net Room Rental Revenue at the rate of
40% for all of the 152 rooms to be owned by the Group. The share of a preferred shareholder in
the Net Room Rental Revenue shall be payable annually. The share of a preferred shareholder in
the Net Room Rental Revenue shall be calculated based on the attributable square meters
(“SQM”) corresponding to the class of preferred shares held by such preferred shareholder for
every 13 preferred shares held.

*SGVFSM009379*
- 70 -

d. Net Room Rental Revenue means total revenue from rentals of all rooms less total room cost of
sales. The corresponding attributable SQM of each class of shares are as follows:

Class of Preferred Shares Corresponding Attributable SQM


Preferred A shares 8.00
Preferred B shares 11.75
Preferred C shares 19.00
Preferred D shares 21.75

e. The preferred shareholders shall no longer participate in any dividend declaration of the Group.

f. The preferred shareholders shall regularly and diligently pay the fees, contributions, charges and
other dues, including but not limited to the Annual Management Fee, Annual Operating Budget,
Furniture, Fittings and Equipment Reserve, pertaining to the maintenance and use of the rooms to
be owned by the Group.

34. Contingencies

The Group is contingently liable for lawsuits or claims filed by third parties (substantially civil cases
that are either pending decision by the courts or are under negotiation, the outcomes of which are not
presently determinable). In the opinion of management and its legal counsels, the eventual liability
under these lawsuits or claims, if any, will not have a material or adverse effect on the Group's
financial position and results of operations. The information usually required by PAS 37, Provisions,
Contingent Liabilities and Contingent Assets, is not disclosed on the grounds that it can be expected
to prejudice the outcome of these lawsuits, claims or assessments. No provisions were made in 2020,
2019 and 2018 with respect to the foregoing matters.

35. Notes to Consolidated Statements of Cash Flows

Below are the noncash transactions not included in the adjustments for income before tax in the
consolidated statements of cash flows for the years ended December 31, 2020, 2019 and 2018:

a. Transfer from deposit for purchased land to real estate inventories amounting to =
P166.00 million
and P
=522.26 million in 2019 and 2018, respectively (see Notes 7 and 9).

b. Transfer from real estate inventories to investment property amounting to =


P2.52 million,
=256.91 million and =
P P1,299.39 million in 2020, 2019 and 2018 respectively (see Notes 7 and 11).

c. Other receivables amounting to =


P384.22 million converted to advances to land owners in 2020
(see Notes 6 and 13).

d. Transfer from investment property to real estate inventories amounting to =


P191.13 million in
2019 (see Notes 7 and 11).

e. Gain from change in fair value of investment properties amounting to =


P558.62 million,
=260.93 million and =
P P376.90 million in 2020, 2019 and 2018 respectively (Note 11).

*SGVFSM009379*
- 71 -

f. Net change in fair value of equity instruments at FVOCI recognized in other components of
equity amounting to (P=0.06 million), =
P0.02 million and =
P0.01 million in 2020, 2019 and 2018,
respectively.

g. Amortization of deferred financing costs amounting to =


P84.69 million, P
=90.48 million and
=89.34 million in 2020, 2019 and 2018, respectively (see Notes 18).
P

h. Additions to right-of-use assets and increase in lease liabilities amounting P


=11.57 million and
=71.93 million in 2020 and 2019, respectively (see Note 12).
P

*SGVFSM009379*
- 72 -

Changes in liabilities arising from financing activities


2020
Beginning of the Amortization of Other
year Cash flows Acquisition of NCI discount Dividend declaration movements End of the year
Short-term and long-term debts =
P16,795,409,867 (P
= 1,211,979,706) =
P– =
P84,694,239 =
P– =
P– =
P15,668,124,400
Bonds payable 4,453,032,166 (1,393,530,000) – 25,264,121 – – 3,084,766,287
Paid-in capital 8,840,595,694 2,910,771,277 – – – (9,836,529) 11,741,530,442
Non-controlling interest 2,132,513,056 (96,000,000) (1,117,761,580) – – 353,065,096 1,271,816,572
Deposits for future stock subscription 42,480,000 – – – – (42,480,000) –
Other noncurrent liabilities 1,455,112,885 56,107,956 – – – 275,346,783 1,786,567,624
Due to related parties 171,191,762 126,452,736 – – – (27,638,476) 270,006,022
Dividends payable 11,717,930 (297,179,924) – – 500,526,270 – 215,064,276
Lease liabilities 61,178,004 (17,090,874) – – – (39,561,524) 4,525,606
Other noncurrent assets (1,513,772,396) (13,825,625) – – – (172,324,976) (1,699,922,997)
=
P32,449,458,968 =
P63,725,840 (P
= 1,117,761,580) =
P109,958,360 =
P500,526,270 =
P336,570,374 =
P32,342,478,232

2019

Beginning of the Adoption of PFRS Effect of foreign Amortization of Advance rentals and
year Cash flows 16 currency translation discount Dividend declaration security deposits Other movements End of the year
Short-term and long-term debts =
P19,240,859,339 (P
= 2,419,601,162) =
P– (P
= 116,330,537) =
P90,482,227 =
P– =
P =
P– P
=16,795,409,867
Bonds payable 1,505,894,698 2,925,987,567 – – 21,149,901 – – – 4,453,032,166
Paid-in capital 8,840,595,694 – – – – – – – 8,840,595,694
Non-controlling interest 1,109,270,329 826,521,357 – – – – – 196,721,370 2,132,513,056
Other noncurrent liabilities 624,797,479 412,195,714 – – – – 418,119,692 – 1,455,112,885
Deposits for future stock
subscription – 42,480,000 – – – – – – 42,480,000
Due to related parties 98,575,198 72,169,497 – – – – – 447,067 171,191,762
Dividends payable – (126,201,322) – – – 137,919,252 – – 11,717,930
Other noncurrent assets (1,320,598,313) (52,316,528) – – – – – (140,857,555) (1,513,772,396)
Lease liabilities – (10,755,613) 71,933,617 – – – – – 61,178,004
=
P30,099,394,424 =
P1,670,479,510 =
P71,933,617 (P
= 116,330,537) =
P111,632,128 =
P137,919,252 =
P418,119,692 =
P56,310,882 P
=32,449,458,968

*SGVFSM009379*
- 73 -

2018
Beginning of Effect of foreign Amortization of
the year Cash flows currency translation discount Dividend declaration Other movements End of the year
Short-term and long-term debts =
P14,598,740,062 =
P4,407,584,400 =
P145,192,729 =
P89,342,148 =
P– =
P– =
P19,240,859,339
Paid-in capital 8,840,595,694 8,840,595,694
Non-controlling interest 537,149,940 421,341,052 – – – 150,779,337 1,109,270,329
Other noncurrent liabilities 423,119,032 201,678,447 – – – – 624,797,479
Bonds payable 1,500,966,910 – – 4,927,788 – – 1,505,894,698
Dividends payable – (199,999,999) – – 199,999,999 – –
Due to related parties 48,171,031 14,991,684 – – – 35,412,483 98,575,198
Other noncurrent assets (1,324,884,878) 4,286,565 (1,320,598,313)
=
P24,623,857,791 =
P4,845,595,584 =
P145,192,729 =
P94,269,936 =
P199,999,999 =
P190,478,385 =
P30,099,394,424

*SGVFSM009379*
- 74 -

36. Events After the Reporting Date

Public Offering of Retail Bonds


On February 10, 2021, the Securities and Exchange Commission has issued the Order rendering
effective the Parent Company’s registration of its unsecured fixed-rate peso denominated retail bonds
with the aggregate principal amount of =
P2,000.0 million with an oversubscription option of up to
=1,000.0 million. On March 1, 2021, the Parent Company listed at the PDEx its three-year bonds,
P
with interest rate of 4.8467% p.a.

Corporate Recovery and Tax Incentives for Enterprises (CREATE) Bill


On March 26, 2021, the CREATE Bill was signed into law by the Philippine President. General
provisions of the CREATE bill include the following:
 Domestic corporations with total assets of 100.00 million and below
o With taxable income of 5.00 million and below - 20% RCIT
o With taxable income of more than 5.00 million - 25% RCIT
 Domestic corporations with total assets of more than 100.00 million - 25% RCIT
 Reduction of MCIT from 2% to 1% for a period of three years (effective July 1, 2020 until June
30, 2023).

As clarified by the Philippine Financial Reporting Standards Council in its Philippine Interpretations
Committee Q&A No. 2020-07, the CREATE Act was not considered substantively enacted as of
December 31, 2020 even though some of the provisions have retroactive effect to July 1, 2020. The
passage of the CREATE Act into law on March 26, 2011 is considered as a non-adjusting subsequent
event. Accordingly, current and deferred taxes as of and for the year ended December 31, 2020
continued to be computed and measured using the applicable income tax rates as of
December 31, 2020 (i.e., 30% RCIT / 2% MCIT) for financial reporting purposes.

Applying the provisions of the CREATE Act, the Group would have been subjected to lower regular
corporate income tax rate of 27.5% effective July 1, 2020. Based on the provisions of Revenue
Regulations (RR) No. 50-2021 dated April 5, 2021 issued by the BIR, the prorated CIT rate of the
Group for CY2020 is 27.5%. This will result in lower provision for current income tax for the year
ended December 31, 2020. The reduced amounts will be reflected in the Group’s 2020 annual
income tax return. However, for financial reporting purposes, the changes will only be recognized in
the 2021 consolidated financial statements.

COVID-19 Outbreak
The COVID-19 pandemic which broke out in early 2020 resulted in nationwide community quarantine
from March 15, 2020 that extends until the audit report date and negatively impacted the Philippine
economy. These measures have caused disruptions to businesses and economic activities, and its
impact on businesses continue to evolve.

The pandemic situation slowed down construction and collections resulting to a 25% decline in total
real estate sales revenue.

The above are considered as non-adjusting subsequent events.

*SGVFSM009379*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 8819 0872 October 4, 2018, valid until August 24, 2021
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-5 (Group A),
Philippines November 6, 2018, valid until November 5, 2021

INDEPENDENT AUDITOR’S REPORT


ON SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Century Properties Group Inc. and Subsidiaries (the Group) as at December 31, 2020 and
2019, and for each of the three years in the period ended December 31, 2020, and have issued our report
thereon dated April 30, 2021. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in the Index to the Consolidated
Financial Statements and Supplementary Schedules are the responsibility of the Group’s management.
These schedules are presented for the purpose of complying with the Revised Securities Regulation Code
Rule 68, and are not part of the basic consolidated financial statements. These schedules have been
subjected to the auditing procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly state, in all material respects, the financial information required to be set forth
therein in relation to the basic consolidated financial statements taken as a whole.

SYCIP GORRES VELAYO & CO.

John T. Villa
Partner
CPA Certificate No. 94065
SEC Accreditation No. 1729-A (Group A),
December 18, 2018, valid until December 17, 2021
Tax Identification No. 901-617-005
BIR Accreditation No. 08-001998-076-2020,
December 3, 2020, valid until December 2, 2023
PTR No. 8534381, January 4, 2021, Makati City

April 30, 2021

*SGVFSM009379*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307 BOA/PRC Reg. No. 0001,
6760 Ayala Avenue Fax: (632) 8819 0872 October 4, 2018, valid until August 24, 2021
1226 Makati City ey.com/ph SEC Accreditation No. 0012-FR-5 (Group A),
Philippines November 6, 2018, valid until November 5, 2021

INDEPENDENT AUDITOR’S REPORT ON


COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have audited in accordance with Philippine Standards on Auditing, the consolidated financial
statements of Century Properties Group, Inc. and Subsidiaries (the Group) as at December 31, 2020 and
2019 and for each of the three years in the period ended December 31, 2020, and have issued our report
thereon dated April 30, 2021. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The Supplementary Schedule on Financial Soundness
Indicators, including their definitions, formulas, calculation, and their appropriateness or usefulness to the
intended users, are the responsibility of the Group’s management. These financial soundness indicators
are not measures of operating performance defined by Philippine Financial Reporting Standards (PFRS)
and may not be comparable to similarly titled measures presented by other companies. This schedule is
presented for the purpose of complying with the Revised Securities Regulation Code Rule 68 issued by
the Securities and Exchange Commission, and is not a required part of the basic consolidated financial
statements prepared in accordance with PFRS. The components of these financial soundness indicators
have been traced to the Group’s consolidated financial statements as at December 31, 2020 and 2019 and
for each of the three years in the period ended December 31, 2020 and no material exceptions were noted.

SYCIP GORRES VELAYO & CO.

John T. Villa
Partner
CPA Certificate No. 94065
SEC Accreditation No. 1729-A (Group A),
December 18, 2018, valid until December 17, 2021
Tax Identification No. 901-617-005
BIR Accreditation No. 08-001998-076-2020,
December 3, 2020, valid until December 2, 2023
PTR No. 8534381, January 4, 2021, Makati City

April 30, 2021

*SGVFSM009379*
A member firm of Ernst & Young Global Limited
INDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARY
SCHEDULES

Schedule Contents

A Financial Assets

B Amounts Receivable from Directors, Officers, Employees, Related


Parties, and Principal Stockholders (Other than Related parties)

C Amounts Receivable from Related Parties which are Eliminated


during the Consolidation of Financial Statements

D Intangible Assets - Other Assets

E Long-Term Debt

F Indebtedness to Related Parties

G Guarantees of Securities of Other Issuers

H Capital Stock

I Schedule of Retained Earnings Available for Dividend Declaration

J Financial Ratios

K Map Showing the Relationships Between and Among the Companies in the
Group, its Ultimate Parent Company and Co-subsidiaries
SCHEDULE A

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF FINANCIAL ASSETS
DECEMBER 31, 2020

Number of shares or Income received


principal amount of Amount shown in or
bonds and notes the balance sheet accrued
Cash and cash equivalents =–
P P
=2,473,555,750 =68,862,723
P
Short-term investments 285,241,756 185,247
Receivables
Trade receivables:
ICR – 10,447,472,507 389,723,319
Leasing receivables – 366,512,959 –
Management fee – 96,026,771 –
Advances to condominium
corporations 68,344,391 –
Advances to customers – 76,500,121 –
Other receivables – 200,082,519 –
Due from related parties – 464,422,862 –
Investment in Bonds – 463,750,000 –
Rental deposit – 132,394,312 –
=–
P P
=15,074,303,948 =458,771,289
P
SCHEDULE B

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES, AND
PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES)
DECEMBER 31, 2020

Name and Balance at Balance at


Designation of beginning of Amounts the end of the
debtor period Additions collected Current Not Current period
Officers, Directors
and Employees =16,049,162
P =7,339,988
P (P
=4,561,077) P
=18,828,073 =-
P =18,828,073
P
SCHEDULE C

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
RELATED PARTIES WHICH ARE ELIMINATED DURING THE
CONSOLIDATION OF FINANCIAL STATEMENTS
DECEMBER 31, 2020

Receivable Payable Current


Balance Balance Portion
CPGI =9,009,271,803
P (P
=109,531,551) =8,899,740,252
P
CLC 1,034,644,203 (7,898,498,323) (6,863,854,120)
PPHI 132,513,010 (87,139,889) 45,373,121
CCDC 5,014,132,364 (5,110,218,668) (96,086,304)
CCC – (1,705,870,977) (1,705,870,977)
CPMI 7,055,206 (32,699,663) (25,644,457)
CDLC – (253,657,515) (253,657,515)
Total Eliminated
Receivables/Payables P
=15,197,616,586 (P
=15,197,616,586) P
=–
SCHEDULE D

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INTANGIBLE ASSETS - OTHER ASSETS
DECEMBER 31, 2020
Charged to Charged to Other changes
Beginning Additions at cost and other additions Ending
Description Balance cost expenses accounts (deductions) Balance
Trademark =3,024,289
P =–
P =–
P =–
P =–
P =3,024,289
P
Software
Cost 31,649,816 5,346,041 (5,581,427) – – 31,414,430
P34,674,105
= P5,346,041
= (P
=5,581,427) =
P– P–
= P34,438,719
=
SCHEDULE E

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF LONG-TERM DEBT
AND BONDS PAYABLE
DECEMBER 31, 2020

Long-term Debt and Bonds Payable


Amount shown
Amount shown under under caption
caption "Current “Noncurrent
Title of Issue and type of Amount authorized Liabilities” in related Liabilities” in
obligation by indenture balance sheet related balance sheet
Term Loan =10,495,477,996
P =3,586,268,841
P =6,909,209,155
P
Payable under CTS financing 4,351,402,524 1,855,826,409 2,495,576,115
Chattel Mortgage 9,295,145 5,208,055 4,087,090
Bonds payable 3,084,766,287 118,781,010 2,965,985,277
P
=17,940,941,952 P
=5,566,084,315 P
=12,374,857,637
SCHEDULE F

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INDEBTEDNESS TO RELATED PARTIES
(LONG-TERM LOANS FROM RELATED COMPANIES)
DECEMBER 31, 2020

Indebtedness to related parties (Long-term loans from Related Companies)


Name of related party Balance at beginning of period Balance at end of period

N/A
SCHEDULE G

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF GUARANTEES OF SECURITIES OF
OTHER ISSUERS
DECEMBER 31, 2020

Guarantees of Securities of Other Issuers


Name of issuing entity of Title of issue of Amount owned
securities guaranteed by each class of Total amount by person for
the company for which securities guaranteed and which statement Nature of
this statement is filed guaranteed outstanding is file guarantee

N/A
SCHEDULE H

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF CAPITAL STOCK
DECEMBER 31, 2020

Capital Stock
Number of Number of
shares issued shares reserved
and outstanding for options
Number of as shown under warrants, Number of Directors,
shares related balance conversion and shares held by officers and
Title of Issue authorized sheet caption other rights related parties employees Others
Common
Stock* 18,000,000,000 11,599,600,690 – – 11 –
Preferred
Stock 3,000,000,000 30,000,000 – – – –
*All nine (9) directors have one (1) nominal common shares issued
SCHEDULE K

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


MAP SHOWING THE RELATIONSHIPS BETWEEN AND AMONG THE
COMPANIES IN THE GROUP, ITS ULTIMATE PARENT COMPANY AND CO-
SUBSIDIARIES
DECEMBER 31, 2020

Century Properties Group Inc. (CPGI) – incorporated in May 6, 1975, CPGI is the listed Company of
CPI with property development corporations as subsidiaries.

CPGI Subsidiaries
Century City Development Corporation (CCDC) – incorporated in 2006, is focused on developing
mixed-use communities that contain residences, office and retail properties. CCDC is currently
developing Century City, a 3.4 hectare mixed-use development along Kalayaan Avenue, Makati City.
CCDC has fourteen local subsidiaries.

Milano Development Corporation (MDC) & Centuria Medical Development Corporation (CMDC)
– is a wholly owned subsidiary of CCDC. Affiliated company under CCDC includes CCDC II.

Century Communities Corporation – incorporated in 1994, is focused on horizontal house and lot
developments. From the conceptualization to the sellout of a project, CCC provides experienced
specialists who develop and execute the right strategy to successfully market a project. CCC is currently
developing Canyon Ranch, a 25-hec house and lot development located in Carmona, Cavite. 100% owned
by CPGI.

Century Limitless Corporation (CLC) – incorporated in 2008, is Century’s newest brand category that
focuses on developing high-quality, affordable residential projects. Projects under CLC caters to first-
time home buyers, start-up families and investors seeking safe, secure and convenient homes. It has one
internal branch office in Singapore namely CLC Singapore. CLC is 100%owned by CPGI.
-2-

Century Acqua Lifestyle Corporation - incorporated on November 6, 2014, a wholly owned subsidiary
of CLC, was organized primarily to acquire by purchase, own, hold, manage, administer, lease or operate
condominium units of the planned Acqua 6 Tower of Acqua Private Residences for the benefit of its
shareholders.

PHirst Park Homes Inc. - PHirst Park Homes Inc. was incorporated on August 31, 2018 and is the first-
home division and brand of CPGI. Its projects are located within the fringes of Metro Manila and its target
market are first homebuyers. Its current projects are located at Bo. San Lucas in Lipa City and San Pablo,
Laguna, which involve a multi-phase horizontal residential property and offer both Townhouse units &
Single Attached units. PHirst Park Homes is a joint venture project between Century Properties Group Inc.
and Mitsubishi Corporation with a 60-40% shareholding, respectively.

Century Properties Management Inc. (CPMI) – incorporated in 1989, is one of the largest property
management companies in the Philippines, as measured by total gross floor area under management.
100% owned by CPGI after acquisition of the shares of Mr. Romig.

Century Destinations and Lifestyle Corporation (formerly “Century Properties Hotel and Leisure
Inc.”) - CDLC, incorporated in March 27, 2014, is a newly formed wholly-owned subsidiary of CPGI.
CDLC shall operate, conduct and engage in hotel business and related business ventures.

A2Global Inc. - A2Global Inc., incorporated in 2013, is a newly formed company wherein CPGI has a
49% shareholdings stake. A2Global shall act as a sub-lessee for the project initiatives of Asian Carmakers
Corporation (ACC) and Century Properties Group Inc. in the development and construction commercial
office in Fort Bonifacio.
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

REPORT ON REVIEW OF INTERIM CONDENSED


CONSOLIDATED FINANCIAL STATEMENTS

The Stockholders and the Board of Directors


Century Properties Group Inc.
35th Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

Introduction

We have reviewed the accompanying unaudited interim condensed consolidated financial statements of
Century Properties Group Inc. and its subsidiaries (collectively referred to as the “Group”), which
comprise the interim consolidated statement of financial position as at September 30, 2023, and the
related interim consolidated statements of comprehensive income, changes in equity and cash flows for
the nine-month periods ended September 30, 2023 and 2022, and a summary of significant accounting
policies and other explanatory notes. Management is responsible for the preparation and fair presentation
of these interim condensed consolidated financial statements in accordance with Philippine Accounting
Standard (PAS) 34, Interim Financial Reporting, as modified by the application of the financial reporting
reliefs issued and approved by the Securities and Exchange Commission (SEC), as described in Note 2 to
the interim condensed consolidated financial statements. Our responsibility is to express a conclusion on
these interim condensed consolidated financial statements based on our review.

Scope of Review

We conducted our review in accordance with Philippine Standard on Review Engagements 2410, Review
of Interim Financial Information Performed by the Independent Auditor of the Entity. A review of
interim financial information consists of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with Philippine Standards on Auditing and
consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying
unaudited interim condensed consolidated financial statements are not prepared, in all material respects,
in accordance with PAS 34, as modified by the application of the financial reporting reliefs issued and
approved by the SEC in response to the COVID-19 pandemic.

*SGVFS186780*
A member firm of Ernst & Young Global Limited
-2-

Emphasis of Matter - Basis of Preparation

We draw attention to Note 2 of the interim condensed consolidated financial statements which indicates
that the interim condensed consolidated financial statements have been prepared in accordance with PAS
34, as modified by the application of the financial reporting reliefs issued and approved by the SEC in
response to the COVID-19 pandemic. The impact of the application of the financial reporting reliefs on
the interim condensed consolidated financial statements are discussed in detail in Note 2. Our report is not
modified in respect of this matter.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2021, November 10, 2021, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

November 30, 2023

*SGVFS186780*
A member firm of Ernst & Young Global Limited
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

September 30,
2023 December 31, 2022
(Unaudited) (Audited)
ASSETS
Current Assets
Cash and cash equivalents (Note 6) =3,831,615,470
P =4,130,877,582
P
Short-term investments (Note 7) 18,258,017 36,786,565
Receivables (Note 8) 10,382,799,346 9,845,284,321
Real estate inventories (Note 9) 16,658,863,431 17,723,397,564
Advances to suppliers and contractors (Note 10) 1,724,449,689 1,749,972,375
Due from related parties (Note 18) 1,101,240,952 975,322,703
Other current assets (Note 15) 2,002,289,380 1,642,042,968
Total Current Assets 35,719,516,285 36,103,684,078
Noncurrent Assets
Noncurrent portion of installment contracts receivable (Note 8) 1,062,900,379 109,043,517
Deposits for purchased land (Note 11) 1,111,792,505 1,409,481,407
Investments in and advances to joint ventures and associate
(Note 12) 277,325,954 275,367,104
Investment properties (Note 13) 12,387,769,012 12,394,980,010
Property and equipment (Note 14) 2,479,647,766 2,484,315,465
Deferred tax assets (Note 28) 43,870,819 33,204,518
Other noncurrent assets (Note 15) 1,174,119,529 1,121,024,349
Total Noncurrent Assets 18,537,425,964 17,827,416,370
TOTAL ASSETS =54,256,942,249
P =53,931,100,448
P

LIABILITIES AND EQUITY


Current Liabilities
Accounts and other payables (Note 16) P5,627,976,813
= P4,994,692,908
=
Contract liabilities (Note 17) 3,281,828,097 2,769,098,151
Due to related parties (Note 18) 389,927,791 358,060,626
Short-term debts (Note 19) 579,012,745 235,141,310
Current portion of:
Long-term debt (Note 19) 3,979,919,509 2,192,453,618
Bonds payable (Note 20) 2,992,849,505 –
Liability from purchased land (Note 21) 67,200,000 67,200,000
Lease liability (Note 29) 14,404,534 15,434,671
Income tax payable 204,531,591 68,577,371
Other current liabilities (Note 30) 75,659,931 68,161,473
Total Current Liabilities 17,213,310,516 10,768,820,128
Noncurrent Liabilities
Noncurrent portion of:
Long-term debt (Note 19) 5,269,665,115 8,813,861,924
Bonds payable (Note 20) 5,873,933,322 5,917,253,923
Liability from purchased land (Note 21) 451,595 63,782,533
Lease liability (Note 29) 9,153,805 12,297,519
Retirement benefit obligation (Note 27) 251,672,274 231,186,468
Deferred tax liabilities (Note 28) 2,557,495,970 2,542,144,918
Other noncurrent liabilities (Note 30) 1,725,630,005 1,789,211,161
Total Noncurrent Liabilities 15,688,002,086 19,369,738,446
Total Liabilities =32,901,312,602
P =30,138,558,574
P

(Forward)

*SGVFS186780*
-2-

September 30,
2023 December 31, 2022
(Unaudited) (Audited)
Equity
Common stock - P =0.53 par value
Authorized - 15,000,000,000 shares
Issued - 11,699,723,690 shares =6,200,853,553
P =6,200,853,553
P
Preferred stock - P
=0.53 par value
Authorized - 3,000,000,000 shares
Issued - 30,000,000 shares (Note 23) 15,900,000 15,900,000
Additional paid-in capital (Note 23) 5,524,776,889 5,524,776,889
Treasury shares – 100,123,000 common shares and 30,000,000 preferred
shares in 2023 and 100,123,000 common shares in 2022 (Note 23) (3,109,674,749) (109,674,749)
Retained earnings (Note 23) 11,120,106,440 10,514,098,828
Remeasurement income on retirement benefit obligation 17,657,255 17,440,823
Other components of equity (Note 23) (683,197,961) (683,197,961)
Total Equity Attributable to Equity Holders
of the Parent Company 19,086,421,427 21,480,197,383
Non-controlling interest (Note 23) 2,269,208,220 2,312,344,491
Total Equity 21,355,629,647 23,792,541,874
TOTAL LIABILITIES AND EQUITY =54,256,942,249
P =53,931,100,448
P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

*SGVFS186780*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Quarter Ended For the Nine Months Ended


September 30 September 30
2023 2022 2023 2022
REVENUES
Revenue from contracts with customers:
Real estate sales (Note 31) = 2,394,255,579
P =2,877,446,863
P = 8,230,642,190
P =7,370,735,752
P
Property management fee and other
services (Note 31) 127,361,383 95,597,127 344,501,380 303,112,561
Hotel Revenue 13,875,012 – 32,391,530 –
Leasing revenue (Note 13) 396,826,261 343,160,030 1,046,942,711 962,782,469
Interest income from real estate sales 15,334,996 2,398,486 40,118,329 111,826,781
2,947,653,231 3,318,602,506 9,694,596,140 8,748,457,563
COST OF SALES AND SERVICES
Cost of real estate sales (Note 9) 1,316,314,144 1,838,268,821 4,756,002,022 4,662,386,325
Cost of leasing (Note 13) 106,027,621 113,570,575 326,523,498 278,065,766
Cost of services 69,765,526 63,299,179 222,408,506 195,458,647
1,492,107,291 2,015,138,575 5,304,934,026 5,135,910,738
GROSS PROFIT 1,455,545,940 1,303,463,931 4,389,662,114 3,612,546,825
GENERAL, ADMINISTRATIVE AND
SELLING EXPENSES (Note 24) 675,835,198 737,524,944 2,396,178,441 2,017,006,968
OTHER INCOME (EXPENSES)
Interest and other income (Note 25) 363,138,927 106,363,939 629,403,103 346,575,364
Gain (loss) from changes in fair value of
investment properties (Note 13) (7,210,998) 21,781,888 (7,210,998) 21,781,888
Share in net earnings of joint ventures and
associate (Note 12) 1,958,850 3,917,700 1,958,850 3,917,700
Interest and other financing charges
(Note 26) (384,565,657) (182,592,171) (969,905,242) (671,685,254)
(26,678,878) (50,528,644) (345,754,287) (299,410,302)
INCOME BEFORE INCOME TAX 753,031,864 515,410,343 1,647,729,386 1,296,129,555
PROVISION FOR INCOME TAX
(Note 28) 105,219,846 35,556,491 343,616,638 149,776,217
NET INCOME 647,812,018 479,853,852 1,304,112,748 1,146,353,338
OTHER COMPREHENSIVE
INCOME (LOSS)
Item that will not be reclassified to profit
or loss in subsequent periods:
Remeasurement income (losses) on
defined benefit plan - net
of deferred tax (Note 27) 216,432 – 216,432 (5,445,467)
TOTAL COMPREHENSIVE
INCOME = 648,028,450
P =479,853,852
P = 1,304,329,180
P =1,140,907,871
P
Net income attributable to:
Equity holders of the Parent Company
(Note 23) P454,411,228
= =334,874,355
P P847,249,019
= =777,257,658
P
Non-controlling interests (Note 23) 193,400,790 144,979,497 456,863,729 369,095,680
= 647,812,018
P =479,853,852
P = 1,304,112,748
P =1,146,353,338
P
Total comprehensive income
attributable to:
Equity holders of the Parent Company
(Note 23) P454,627,660
= =334,874,355
P = 847,465,451
P =771,812,191
P
Non-controlling interests (Note 23) 193,400,790 144,979,497 456,863,729 369,095,680
= 648,028,450
P =479,853,852
P = 1,304,329,180
P =1,140,907,871
P
Basic/diluted earnings per share
(Note 23) P0.035
= P0.025
= P0.064
= P0.054
=
Dividend per share =0.006
P =0.000
P =0.006
P =0.000
P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

*SGVFS186780*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHSS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)

Total Equity Attributable to Equity Holders of the Parent Company


Remeasurement
Additional Gain (Loss) on Other
Capital Preferred Paid-in Treasury Retained Defined Benefit Components Non-controlling
Stock Shares Capital Shares Earnings Plan of Equity Total Interest Total

At January 1, 2023 = 6,200,853,553


P = 15,900,000
P P
= 5,524,776,889 (P
= 109,674,749) P
= 10,514,098,828 = 17,440,823
P (P
= 683,197,961) P
= 21,480,197,383 P
= 2,312,344,491 P
= 23,792,541,874
Movements for the nine-month
period ended September 30, 2023:
Total comprehensive income − − − − 847,249,019 216,432 − 847,465,451 456,863,729 1,304,329,180
Cash dividends (Note 22) − − − − (241,241,407) − − (241,241,407) (500,000,000) (741,241,407)
Redemption of Preferred Shares
(Note 23) − − − (3,000,000,000) − − − (3,000,000,000) − (3,000,000,000)

At September 30, 2023 = 6,200,853,553


P P
=P
= 15,900,000 P
= 5,524,776,889 (P
= 3,109,674,749) P
= 11,120,106,440 = 17,657,255
P (P
= 683,197,961) P
= 19,086,421,427 P
= 2,269,208,220 P
= 21,355,629,647

At January 1, 2022 = 6,200,853,553


P = 15,900,000
P P
= 5,524,776,889 (P
= 109,674,749) P
= 9,814,339,360 (P
= 42,504,741) (P
= 683,197,961) P
= 20,720,492,351 P
= 1,630,172,290 P
= 22,350,664,641
Movements for the nine-month
period ended September 30, 2022:
Total comprehensive income (loss) − − − − 777,257,658 (5,445,467) − 771,812,191 369,095,680 1,140,907,871
Cash dividends (Note 22) − − − − (151,148,249) − − (151,148,249) (200,000,000) (351,148,249)
Investment from non-controlling
interest (Note 23) − − − − − − − − 320,000,000 320,000,000

At September 30, 2022 = 6,200,853,553


P = 15,900,000
P = 5,524,776,889
P (P
= 109,674,749) P
= 10,440,448,769 (P
= 47,950,208) (P
= 683,197,961) P
= 21,341,156,293 = 2,119,267,970 P
P = 23,460,424,263

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

*SGVFS186780*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine-Month Periods Ended September 30


2023 2022
(Unaudited) (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES


Income before income tax = 1,647,729,386
P =1,296,129,555
P
Adjustments for:
Interest and other financing charges (Note 26) 969,905,242 671,685,254
Depreciation and amortization (Notes 14 and 24) 88,914,010 46,258,200
Retirement expense (Note 27) 20,774,383 9,059,783
Impairment of investment in associate (Note 12) – 3,055,000
Loss (gain) from changes in fair value of investment properties (Note 13) 7,210,998 (21,781,888)
Interest from cash and cash equivalents and short-term investment
(Notes 6, 7,and 25) (117,607,039) (49,719,928)
Interest income from real estate sales (40,118,329) (111,826,781)
Share in net earnings of joint ventures and associate (Note 12) (1,958,850) (3,917,700)
Operating income before working capital changes 2,574,849,801 1,838,941,495
Decrease (increase) in:
Receivables (1,451,253,558) (728,126,184)
Real estate inventories 1,483,273,016 800,415,772
Advances to suppliers and contractors 25,522,686 599,612,559
Other assets (312,623,591) 93,313,818
Increase (decrease) in:
Liability from purchased land (63,330,938) (46,329,405)
Accounts and other payables 608,424,352 (363,065,221)
Contract liabilities 512,729,946 (16,711,475)
Other liabilities (140,492,428) (84,033,250)
Cash generated from operations 3,237,099,286 2,094,018,109
Interest received (Notes 6, 7 and 25) 117,607,039 49,719,928
Interest and other financing costs paid (Notes 9 and 26) (960,344,743) (759,349,130 )
Income taxes paid (300,052,724) (309,517,845)
Net cash provided by operating activities 2,094,308,858 1,074,871,062

CASH FLOWS FROM INVESTING ACTIVITIES


Advances made to related parties (125,918,249) (432,797,386)
Collections of/(additions to) :
Short-term investments 18,528,548 795,895,557
Investment properties (Note 13) – (13,448,339)
Additions of property and equipment (Note 14) (81,072,252) (109,202,870)
Intangible Assets (6,889,135) –
Payments for deposits for purchased land (Note 11) – (157,398,415)
Net cash provided by (used in) investing activities (195,351,088) 83,048,547

CASH FLOWS FROM FINANCING ACTIVITIES


Additional investment from non-controlling interest (Note 23) – 320,000,000
Cash advances made to related parties 31,867,165 18,305,153
Reciepts form (payments of) deposits for preferred shares 1,005,118 (38,399,561)
Proceeds from:
Availment of bonds payable (Note 20) 3,000,000,000 3,000,000,000
Availment of short-term and long-term debt (Note 19) 1,475,648,730 5,001,993,021
Payments of:
Short-term and long-term debt (Note 19) (2,897,569,379) (6,351,796,364)
Cost of issuance of debt instruments (82,114,920) (108,843,419)
Redemption of Preferred Shares (Note 23) (3,000,000,000) –
Bonds payable (Note 20) – (3,000,000,000)
Dividends paid to non-controlling interest (500,000,000) (200,000,000)
Cash dividends (Note 22) (216,381,855) (151,148,249)
Lease liabilities and interest on lease (Notes 29) (10,674,741) (13,358,816)
Net cash used in financing activities (2,198,219,882) (1,523,248,235)
NET DECREASE IN CASH AND CASH EQUIVALENTS (299,262,112) (365,328,626)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD (Note 6) 4,130,877,582 3,693,074,161

CASH AND CASH EQUIVALENTS AT END OF PERIOD (Note 6) = 3,831,615,470


P =3,327,745,535
P

See accompanying Notes to Interim Condensed Consolidated Financial Statements.

*SGVFS186780*
CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

1. Corporate Information

Century Properties Group Inc. (the Parent Company or CPGI), a publicly-listed company, was
incorporated and registered with the Philippine Securities and Exchange Commission (SEC) on May
6, 1975. The Parent Company is a 68.22%-owned subsidiary of Century Properties Inc. (the Ultimate
Parent or CPI) and the rest by the public. CPGI and its subsidiaries (collectively referred to
hereinafter as the Group) is primarily engaged in the development and construction of residential and
commercial real estate projects.

The registered office address of the Parent Company is 35F, Century Diamond Tower, Century City,
Kalayaan Ave. cor Salamanca St., Poblacion, Makati City.

Issuance of Bonds = P 3.00-Billion Series A, B and C Bonds


On March 3, 2023, the Certificate of Permit to Offer Securities for Sale was approved by the SEC
relative to the Parent Company’s Second Tranche Offer of Fixed Rate Retail Bonds consisting of up to
=
P2,000,000,000 with an Over-subscription Option of up to = P1,000,000,000, worth of Fixed Rate Bonds
comprising of 6.5760% per annum three (3) year fixed rate bonds ("Series A Bonds"), 7.4054% per
annum five (5) year fixed rate bonds ("Series B Bonds") and 7.6800% per annum seven (7) year fixed
rate bonds ("Series C Bonds"), under its ₱6,000,000,000 Debt Securities Program Shelf Registration
(Note 20). These bonds were listed at the Philippine Dealing & Exchange Corp. on March 17, 2023
and are rated “AA+” by Credit Rating and Investor Services Philippines Inc. (CRISP).

Acquisition of Additional Interest - PHirst Park Homes, Inc. (PPHI)


On May 31, 2023, the Board of Directors (BOD) of CPGI approved the acquisition of 1,060,000,000
common shares with a par value of = P1.00 per common share from Mitsubishi Corporation (MC),
representing the latter’s 40% ownership interest in PPHI, and 265,000 Preferred B shares with a par
value of P
=1,000 per share owned by MC in PPHI. The said acquisition is subject to agreed conditions
precedent and credit and regulatory approvals, including the Philippine Competition Commission
(PCC).

The PCC has approved the above transaction on August 9, 2023. On November 24, 2023, CPGI
concluded the acquisition at a transaction price of =
P1.09 per common share and
=
P1,085.28 per preferred share. The total acquisition price of =
P1,438.00 million was paid in cash (see
Note 23).

Prior to the above acquisition, PPHI was a joint venture project between CPGI and MC with a 60-
40% shareholding, respectively.

*SGVFS186780*
-2-

Acquisition of Additional Interests – Tanza Properties I, Inc. (TPI), Tanza Properties II, Inc. (TPII),
and Tanza Properties III, Inc.(TPIII)
On May 31, 2023, the Board of Directors of the Century Limitless Corporation (CLC) also approved
the acquisition of the 40% shareholdings of MC in the following subsidiaries:
a. 409,780 common shares with par value of = P100.00 per share and 175,620 preferred shares with
par value of =
P100.00 per share in TPI.
b. 140,000 common shares with par value of = P100.00 per share of MC in TPII.
c. 120,000 common shares with par value of = P100.00 per share of MC in TPIII.

The PCC has approved the above transaction on August 9, 2023. On November 24, 2023, CLC
completed the above acquisition for a total acquisition price of =
P141.00 million which was paid in
cash (see Note 23).

Redemption of =
P 3.00 Billion Redeemable Peso-denominated Preferred Shares
On July 10, 2023, the Parent Company fully redeemed its =
P3.00 Billion Cumulative, Non-Voting,
Non-Convertible, Non-Participating, Redeemable Peso-denominated Preferred Shares (“Preferred
Shares” or “CPGP”) issued on January 10, 2020 at aredemption price of = P100.00 per share (see Note
23). There were no accumulated unpaid cash dividends as of the date of redemption.

Approval of the Interim Condensed Consolidated Financial Statements


The interim condensed consolidated financial statements as at September 30, 2023 and for the nine-
month periods ended September 30, 2023 and 2022 were approved and authorized for issue by the
Board of Directors (BOD) on November 30, 2023.

2. Basis of Preparation, Statement of Compliance and Changes in Accounting Policies

Basis of Preparation
The accompanying unaudited interim condensed consolidated financial statements of the Group have
been prepared using the historical cost basis except for investment properties and security deposits.

The unaudited interim condensed consolidated financial statements are presented in Philippine Peso
(P
=), which is the functional currency of the Parent Company and its Subsidiaries. All amounts are
rounded off to the nearest =
P, except when otherwise indicated.

The unaudited interim condensed consolidated financial statements have been prepared for inclusion
in the prospectus in relation to a planned offering of the Parent Company.

*SGVFS186780*
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Statement of Compliance
The unaudited interim condensed consolidated financial statements of the Group have been prepared
in accordance with Philippine Accounting Standard (PAS) 34, Interim Financial Reporting, as
modified by the application of the following reporting reliefs issued and approved by SEC under
Memorandum Circular No. 34-2020 in response to the COVID-19 pandemic:
a. Assessing if the transaction price includes a significant financing component discussed in
Philippine Interpretations Committee (PIC) Questions and Answers (Q&A) No. 2018-12- D;
b. Treatment of land in the determination of percentage of completion (POC) discussed in PIC
Q&ANo. 2018-12-E; and,
c. Application of International Financial Reporting Interpretations Committee (IFRIC) Agenda
Decision on Over Time Transfer of Constructed Goods (PAS 23, Borrowing Cost).

The unaudited interim condensed consolidated financial statements do not include all the information
and disclosures required in the annual consolidated financial statements, and should be read in
conjunction with the Group’s December 31, 2022 annual consolidated financial statements which
have been prepared in accordance with Philippine Financial Reporting Standards (PFRSs), which
include the availment of relief granted by the SEC under Memorandum Circular (MC) Nos. 3-2019
and 14-2018 to defer 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 Philippine Interpretations Committee (PIC) Q&A 2018-
12, PFRS 15 Implementation Issues Affecting the Real Estate Industry
a. Assessing if the transaction price includes a significant financing component (as amended by
PIC Q&A 2020-04); and
b. Treatment of land in the determination of the percentage-of-completion (POC).

 IFRIC Agenda Decision on Over Time Transfer of Constructed Goods (PAS 23, Borrowing Cost)
The consolidated financial statements also include the availment of relief under SEC MC
No. 4-2020 to defer the adoption of IFRIC Agenda Decision on Over Time Transfers of
Constructed Goods under PAS 23, Borrowing Cost (the IFRIC Agenda Decision on Borrowing
Cost) until December 31, 2020.

In December 2020, the SEC issued MC No. 34-2020, allowing the further deferral of the adoption of
provision (a) and (b) above of PIC Q&A 2018-12 and the IFRIC Agenda Decision on Borrowing
Cost, for another three (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
section below under Changes in Accounting Policies and Disclosures.

PFRSs include Philippine Financial Reporting Standards, Philippine Accounting Standards and
interpretations issued by PIC.

*SGVFS186780*
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ResignBasis of Consolidation
The unaudited interim condensed consolidated financial statements comprise the financial statements
of the Group. For the nine-month periods ended September 30, 2023 and 2022, there were no
significant changes in the Parent Company’s ownership interests in its subsidiaries.

Changes in Accounting Policies and Disclosures


The accounting policies adopted in the preparation of the unaudited interim condensed consolidated
financial statements are consistent with those followed in the preparation of the Group’s annual
consolidated financial statements as at and for the year ended December 31, 2022, except for
the following new standards and amendments effective as at January 1, 2023. The Group has not
early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

Effective beginning on or after January 1, 2023


 Amendments to PAS 12, Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
 Amendments to PAS 8, Definition of Accounting Estimates
 Amendments to PAS 1 and PFRS Practice Statement 2, Disclosure of Accounting Policies

Effective beginning on or after January 1, 2024


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

Effective beginning on or after January 1, 2025


 PFRS 17, Insurance Contracts

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

 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 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.

*SGVFS186780*
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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 significant financing
component as discussed in PIC Q&A 2018-12-D (as amended by Until
PIC Q&A 2020-04) December 31, 2023
b. Treatment of land in the determination of the POC discussed in Until
PIC Q&A 2018-12-E December 31, 2023

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 under PAS 8, i.e., retrospectively,
together with the corresponding required quantitative disclosures.

In November 2020, the PIC issued the following Q&A 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.

After the deferral period, real estate companies have an accounting policy option of applying either
the full retrospective approach or modified retrospective approach as provided under SEC MC 8-
2021. 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:

a. The mismatch between the POC of the real estate projects and right to an amount of
consideration based on the schedule of payments provided for in the contract to sell might
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 in
restatement of prior year financial statements in case a full retrospective approach is applied.
Depending on the approach of adoption, the adoption of this guidance would have impacted
interest income, interest expense, revenue from real estate sales, contract assets, provision for
deferred income tax, deferred tax asset or liability for all years presented (full retrospective
approach), and the opening balance of retained earnings (full retrospective approach and
modified retrospective approach). The Group has yet to assess if the mismatch constitutes a
significant financing component for its contracts to sell. The above would have impacted the
cash flows from operations and cash flows from financing activities for all years presented in
case of a full retrospective approach.
The Group has decided on the adoption of modified retrospective approach.

b. The exclusion of land in the determination of POC would have reduced the percentage of
completion of real estate projects. Adoption of this guidance would have reduced revenue
from real estate sales, cost of sales and installment contracts receivable; increased real estate

*SGVFS186780*
-6-

inventories and would have impacted deferred tax asset or liability and provision for deferred
income tax for all years presented, and the opening balance of retained earnings.

The Group has decided on the adoption of modified retrospective approach.

 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 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 21, 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, 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.

For real estate companies that avail of the deferral, the SEC requires disclosure in the Notes to the
Interim Condensed Conslidated Financial Statements of the accounting policies applied, a
discussion of the deferral of the subject implementation issues, and a qualitative discussion of the
impact in the financial statements had the IFRIC agenda decision been adopted.

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 consolidated
financial statements in case a full retrospective approach is applied. Depending on the approach of
adoption, the 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 for all years
presented (full restrospective approach), and the opening balance of retained earnings (full
restrospective approach and modified restrospective approach). The above would have impacted
the cash flows from operations and cash flows from financing activities for all years presented.
The Group has decided on the adoption of modified retrospective approach.

3. Significant Judgments and Estimates

The preparation of the unaudited interim condensed consolidated financial statements requires
management to make judgments, estimates and assumptions that affect the reported amounts in the
consolidated financial statements and related notes at the end of the reporting period. However,
uncertainty about these assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amount of the affected asset or liability in the future.

*SGVFS186780*
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Fair value of investment properties


The Group carries its investment properties at fair value, with changes in fair value being recognized
in profit or loss except for investment properties under construction. The Group determined that the
fair value of its investment properties under construction cannot yet be reliably measurable, as such
these investment properties are measure at cost. Once the construction is complete or the fair value is
reliably measurable, whichever comes first, the Group will measure the investment property at fair
value.

For its investment properties that are complete and whose fair values are reliably measurable, the
Group engages annually independent valuation specialists to determine its fair value. The appraisers
used the income approach for its land and buildings which are based on future cash flows available
for such properties. The Group recognized a net loss of =
P7.21 million from
changes in fair value of investment properties in the nine months period ended September 30, 2023
and a net gain of =
P21.78 million from changes in fair value of investment properties in the nine
months period ended September 30, 2022. The carrying value of the investment properties amounted
to =
P12,387.77 million and =P12,394.98 million as of September 30, 2023 and December 31, 2022,
respectively (see Note 13).

Assessing Impairment of Nonfinancial Assets


The Group assesses impairment on its nonfinancial assets and considers the following important
indicators:
 Significant changes in asset usage;
 Significant decline in assets’ market value;
 Obsolescence or physical damage of an asset;
 Significant underperformance relative to expected historical or projected future operating results;
 Significant changes in the manner of usage of the acquired assets or the strategy for the Group’s
overall business; and
 Significant negative industry or economic trends.

If such indications are present and where the carrying amount of the asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount. The
recoverable amount is the asset’s fair value less cost to sell or value in use whichever is higher.

The fair value less cost to sell is the amount obtainable from the sale of an asset in an arm’s length
transaction while value in use is the present value of estimated future cash flows expected to be
generated from the continued use of the asset. The Group is required to make estimates and
assumptions that can materially affect the carrying amount of the asset being assessed.

Considering the above, the Group assessed in 2023 that there are indicators of impairment in respect
of its property intended to be operated as a hotel with a carrying value of
=2,317.02 million as of September 30, 2023, given the future economic uncertainties that will affect
P
the hospitality industry. Accordingly, the Group performed an impairment testing of the relevant asset
as a separate cash-generating unit to determine if the carrying value of such asset is impaired as of
September 30, 2023. The Group utilized a discounted cash flow model and used certain assumptions
(including discount rate, annual average occupancy rate, performance growth rates, and a terminal
value) to determine the value in use. The model used (a) projected cash flows that incorporated the
impact of the pandemic in 2022, (b) a post-tax discount rate of 12.44%, and (c) a growth rate of 3%
applied beyond the 10th year projections, among others. The Group benchmarked these assumptions
against historical observations in internal businesses with similar performance drivers, as well as
industry outlook. Based on the impairment testing performed, the Group did not identify impairment

*SGVFS186780*
-8-

of such property as of September 30, 2023. In terms of sensitivity, an impairment will result if the
discount rate will be at 13.10%.

The Group did not identify impairment indicators on the other cash generating units of the Group,
mainly on the basis that as consistently observed across the industry, the Group continued to perform
well in 2023, in particular in respect of its real estate development segment which is the core business
segment of the Group. The aggregate value of other nonfinancial assets (except for the hotel
property) are =
P5,956.51 million and
=5,491.74 million as of September 30, 2023 and December 31, 2022, respectively.
P

No impairment was recognized for the Group’s nonfinancial assets as of September 30, 2023 and
December 31, 2022.

4. Cyclicality of Operations

The Group is involved in a cyclical industry and is affected by changes in general and local economic
conditions, including employment levels, availability of financing for property acquisitions,
construction and mortgages, interest rates, consumer confidence and income, demand and supply of
residential or commercial developments. The Philippine property market has in the past been cyclical
and property values have been affected by the supply of and the demand for properties, the rate of
economic growth and political and social developments in the Philippines.

Furthermore, the real estate industry may experience rapid and unsustainable rises in valuations of
real property followed by abrupt declines in property values, as was experienced in the United States
housing bubble in 2008. Such real estate bubbles may occur periodically, either locally, regionally or
globally, which may result in a material adverse effect on the business, financial condition and results
of operations of the Group.

To mitigate this risk, the Group diversified its revenue sources by expanding its leasing portfolio and
has entered into the affordable housing segment in addition to its current vertical housing
developments and property management business.

5. Segment Information

Business segment information is reported on the basis that is used internally for evaluating segment
performance and deciding how to allocate resources among operating segments. Accordingly, the
segment information is reported based on the nature of service the Group is providing.

The segments where the Group operate follow:

 Real estate development – sale of high-end, upper middle-income and affordable residential lots
and units under partnership agreements;
 Leasing – lease of the Group’s retail mall, office and commercial spaces; and
 Property management - facilities management of the residential and corporate developments of
the Group and other third party projects, including provision of technical and related consultancy
services.

Segment performance is evaluated based on net income after tax and is measured consistently with net
income after tax in the unaudited interim condensed consolidated financial statements.

*SGVFS186780*
-9-

The financial information about the operations of these operating segments is summarized below:
For the Nine-Month Period Ended September 30, 2023
Real Estate Hotel and Property Adjustments and
Development Leasing Management Elimination Consolidated
Revenue = 8,290,418,539
P = 1,046,942,711
P = 376,892,910
P (P
= 19,658,020) = 9,694,596,140
P
Costs and expenses
Cost of real estate sales and
services 4,756,002,022 326,523,498 222,408,506 – 5,304,934,026
General, administrative and
selling expenses 2,322,287,685 49,108,801 107,721,630 (82,939,675) 2,396,178,441
Operating income 1,212,128,832 671,310,412 46,762,774 63,281,655 1,993,483,673
Other income 1,520,763,955 168,288,625 5,927,509 (1,063,618,136) 631,361,953
Other expense (537,908,672) (357,682,613) (84,677,941) 3,152,986 (977,116,240)
Income before income tax 2,194,984,115 481,916,424 (31,987,658) (997,183,495) 1,647,729,386
Provision for income tax 299,802,749 123,006,665 (11,516,530) (67,676,246) 343,616,638
Net income (loss) = 1,895,181,366
P = 358,909,759
P (P
= 20,471,128) (P
= 929,507,249) = 1,304,112,748
P

Net income attributable to:


Owners of the Parent Company = 1,438,317,637
P = 358,909,759
P (P
= 20,471,128) (P
= 929,507,249) = 847,249,019
P
Non-controlling interests 456,863,729 − − − 456,863,729
= 1,895,181,366
P = 358,909,759
P (P
= 20,471,128) (P
= 929,507,249) = 1,304,112,748
P

As of September 30, 2023

Other information
Segment assets = 64,511,131,618
P P
= 18,768,320,673 = 1,425,435,659
P (P
= 30,491,816,520) = 54,213,071,430
P
Deferred tax assets - - 33,866,310 10,004,509 43,870,819
Total Assets = 64,511,131,618
P P
= 18,768,320,673 = 1,459,301,969
P (P
= 30,481,812,011) = 54,256,942,249
P

Segment liabilities = 35,686,080,023


P = 13,224,908,122
P = 1,421,342,942
P (P
= 19,988,514,455) = 30,343,816,632
P
Deferred tax liabilities 1,639,559,422 926,709,536 − (8,772,988) 2,557,495,970
Total Liabilities = 37,325,639,445
P = 14,151,617,658
P = 1,421,342,942
P (P
= 19,997,287,443) = 32,901,312,602
P

For the Nine-Month Period Ended September 30, 2022


Real Estate Property Adjustments and
Development Leasing Management Elimination Consolidated
Revenue =7,482,562,533
P =999,030,779
P =303,112,561
P (P
= 36,248,310) =8,748,457,563
P
Costs and expenses
Cost of real estate sales and
services 4,662,386,325 278,065,766 195,458,647 – 5,135,910,738
General, administrative and
selling expenses 2,049,477,852 58,452,262 59,150,290 (150,073,436) 2,017,006,968
Operating income 770,698,356 662,512,751 48,503,624 113,825,126 1,595,539,857
Other income 857,782,785 120,008,315 110 (605,516,258) 372,274,952
Other expense (440,044,069) (231,638,139) (3,046) – (671,685,254)
Income before income tax 1,188,437,072 550,882,927 48,500,688 (491,691,132) 1,296,129,555
Provision for income tax 46,313,607 137,557,101 4,590,612 (38,685,103) 149,776,217
Net income =1,142,123,465
P =413,325,826
P =43,910,076
P (P
= 453,006,029) =1,146,353,338
P

Net income attributable to:


Owners of the Parent Company =773,027,785
P =413,325,826
P =43,910,076
P (P
= 453,006,029) =777,257,658
P
Non-controlling interests 369,095,680 – – – 369,095,680
=1,142,123,465
P =413,325,826
P =43,910,076
P (P
= 453,006,029) =1,146,353,338
P

As of December 31, 2022


Real Estate Property Adjustments and
Other information Development Leasing Management Elimination Consolidated
Segment assets =61,637,813,735
P P
=18,793,326,549 =309,294,327 (P
P = 26,842,538,681) =53,897,895,930
P
Deferred tax assets 10,590,006 – 12,625,887 9,988,625 33,204,518
Total Assets =61,648,403,741
P P
=18,793,326,549 =321,920,214 (P
P = 26,832,550,056) =53,931,100,448
P

Segment liabilities =30,445,559,476


P P
=13,499,061,188 =260,464,436
P (P
= 16,608,671,444) =27,596,413,656
P
Deferred tax liabilities 1,580,595,697 902,645,971 – 58,903,250 2,542,144,918
Total Liabilities =32,026,155,173
P P
=14,401,707,159 =260,464,436
P (P
= 16,549,768,194) =30,138,558,574
P

*SGVFS186780*
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6. Cash and Cash Equivalents

This account consists of:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Cash on hand and in banks P
=2,065,319,653 =2,043,009,395
P
Cash equivalents 1,766,295,817 2,087,868,187
P
=3,831,615,470 =4,130,877,582
P

Cash in banks earns interest at the prevailing bank deposit rates. Cash equivalents are short-term,
highly liquid investments that are made for varying periods of up to three (3) months depending on
the immediate cash requirements of the Group and earn interest at prevailing short-term rates ranging
from 0.25% to 2.125%. Interest income in cash and cash equivalents amounted to = P113.37 million
and P=41.17 million for the nine-month periods ended September 30, 2023 and 2022, respectively (see
Note 25).

7. Short-term Investments

As of September 30, 2023 and December 31, 2022, short-term investments amounted to
=18.26 million and P
P =36.79 million. Short-term investments include money market placements
exceeding 3 months but less than one year. Short-term investments earn at average prevailing short-
term rate ranging from 0.90% to 2.125% in 2023 and 2022, respectively.

Interest income in short-term investments amounted to =


P4.24 million and =
P8.55 million for the nine-
month periods ended September 30, 2023 and 2022, respectively (see Note 25).

8. Receivables

This account consists of:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Trade receivables
Installment contracts receivables (ICRs) P
=9,649,059,525 =8,584,320,427
P
Leasing receivable 609,101,048 450,320,867
Management fees 185,304,335 140,819,720
Receivable from employees and agents 698,975,175 382,869,640
Advances to condominium corporations 105,312,491 104,981,945
Advances to customers 123,882,955 119,638,563
Other receivables 83,768,301 181,080,781
11,455,403,830 9,964,031,943
Allowance for estimated credit losses (9,704,105) (9,704,105)
11,445,699,725 9,954,327,838
ICRs - noncurrent (1,062,900,379) (109,043,517)
P
=10,382,799,346 =9,845,284,321
P

*SGVFS186780*
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ICRs pertain to receivables from the sale of real estate properties. These are collectible in monthly
installments over a period of one (1) to five (5) years, bear no interest and with lump sum collection
upon project turnover. Titles to real estate properties are not transferred to the buyer until full
payment has been made. During the year, the Group recognized additional ICRs in relation to the
launch of its new projects.

Leasing receivables represent the outstanding receivables arising from the lease of commercial
centers relating to the Group’s mall and offices and are collectible within 30 days from billing date.
These are covered by security deposit of tenants’ equivalent to two to four-month rental and two to
four-month advance rent paid by the lessees. This includes both the fixed and contingent portion of
lease. It also includes accrued rental receivable pertains to the effect of straight-line calculation of
rental income.

Management fees are revenues arising from property management contracts. These are collectible on
a 15- to 30-day basis depending on the terms of the management service agreement.

Receivable from employees and agents pertains to cash advances for retitling costs and other
operational and corporate-related expenses. It also consists of salary loans granted to employees and
are recoverable through salary deductions. These are realized within twelve months and bears no
interest.

Advances to condominium corporations pertain to expenses paid by the Group on behalf of the
condominium corporations for various expenses incurred for the projects already turned over. These
receivables are due and demandable and bear no interest.

Advances to customers pertain to expenses paid by the Group on behalf of the customers for the taxes
and other costs incurred in securing the title in the name of the customers. These receivables are
billed separately to the respective buyers and are expected to be collected within one (1) year.

Other receivables mainly consist of receivables for repairs and installation cost charged to tenants and
reimbursement of regulatory payments. This also includes non-trade receivables from sale of
investment property. In 2021, the Group disposes its investment property amounting to = P127.05
million, proceeds from the sale amounting to = P52.23 million and
=70.05 million, is still unsettled as of September 30, 2023 and December 31, 2022, respectively.
P

The allowance for expected credit losses pertain to management fees and other receivables. The
Group uses vintage analysis approach to calculate ECLs for ICRs and provision matrix to calculate
ECLs for other receivables. In 2023, the Group assessed that the expected credit loss on ICRs is
immaterial.

Receivable financing
The Group entered into various agreements with a local bank whereby the Group assigned its ICRs
and contract assets with recourse at weighted average interest rates of 6.25% and 6.28% on
September 30, 2023 and September 30, 2022, respectively. The assignment agreements provide that
the Group will substitute defaulted Contracts to Sell (CTS) with other CTS of equivalent value.

The gross amount of CTS used as collateral amounted to =


P985.55 million and
=1,303.15 million as of September 30, 2023 and December 31, 2022, respectively
P
(see Note 19).

*SGVFS186780*
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9. Real Estate Inventories

This account represents the real estate projects for which the Group has been granted license to sell
by the Housing and Land Use Regulatory Board of the Philippines.This account also includes parcels
of land that the Group plans to construct and develop as residential or commercial property for sale in
the ordinary course of business. The Group’s inventories are recognized at cost.

Details of this account follow:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Condominium units P
=10,350,093,603 =11,751,816,204
P
Residential house and lots 5,466,443,049 5,192,943,484
Land 842,326,779 778,637,876
P
=16,658,863,431 =17,723,397,564
P

The roll forward of this account follows:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Balance at beginning of period P
=17,723,397,564 =16,143,099,068
P
Construction costs incurred 2,210,002,347 4,028,718,661
Purchase of land 1,360,415,561 1,905,092,486
Borrowing costs capitalized (Notes 19 and 20) 121,049,981 214,146,276
Transfers from investment properties (Note 13) − 1,039,604,760
Cost of real estate sales (4,756,002,022) (5,607,263,687)
Balance at the end of period P
=16,658,863,431 =17,723,397,564
P

General and specific borrowings were used to finance the Group’s ongoing real estate projects. The
related borrowing costs were capitalized as part of real estate inventories. The capitalization rate used
in 2023 and 2022 are 1.15% and 1.52%, respectively, for general borrowing costs.

Cost of real estate sales amounted to P


=4,756.00 million and =
P4,662.39 million for the nine-month
periods ended September 30, 2023 and 2022, respectively.

In 2023, the Group purchase land in Batulao (Batangas), Bacolod and Nueva Ecija which will be
developed into a residential house and lot to be held for sale with amount totalling to
=1,360.42 million. The related deposit on land amounting to =
P P297.69 million were applied as the
payment for the purchase of land (see Note 11).

In 2022, the Group purchased land in Katipunan, Quezon City which will be developed into a
condominium project to be held for sale in the future amounting to =
P526.90 million. The related
advances to land-owners amounting = P419.23 million and deposit for purchased land amounting to
=30.16 million were applied as part of the payment for the purchase of land (see Notes 11 and 15).
P

In 2022, the Group’s affordable segment also purchased land in Bataan intended for development of
residential house and lot amounting to =
P1,378.12 million.

*SGVFS186780*
- 13 -

The carrying values of inventories mortgaged for trust receipts payables and bank loans amounted to
=985.55 million and =
P P1,281.94 million as of September 30, 2023 and December 31, 2022,
respectively (see Note 19).

10. Advances to Suppliers and Contractors

Advances to suppliers and contractors for the construction of the Group’s real estate inventories
amounting to =P1,724.45 million and =
P1,749.97 million as of September 30, 2023 and December 31,
2022, respectively, are recouped and capitalized as part of real estate inventories every progress
billing payment depending on the percentage of accomplishment.

11. Deposits for Purchased Land

This account consists of deposits made to property owners for the acquisition of parcels of land and
the use of which is currently undetermined. Deposits for purchased land amounted to = P1,111.80
million and =
P1,409.48 million as of September 30, 2023 and December 31, 2022, respectively.

In 2023, the Group purchased land in Batulao will be developed into a residential house and lot to be
held for sale in the future. The related deposit for purchase land for the property, amounting to
=297.69 million, was applied as part of the payment for the purchase land and was transferred to real
P
estate inventories (see Note 9).

In 2022, the Group made additional deposits to property owners for the acquisitions of parcels of land
located in Novaliches amounting to =
P80.83 million.

In 2022, the Group purchased land in Katipunan which will be developed into a condominium project
to be held for sale in the future. The related deposit for the purchased land for the property,
amounting to = P30.16 million, was applied as part of the payment for the purchase of land (see Note 9)

12. Investment in and Advances to Joint Ventures and Associate

The Group’s investments in joint ventures and associate are shown below:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Joint ventures:
One Pacstar Realty Corporation (One Pacstar) P
=227,112,884 =222,562,484
P
Two Pacstar Realty Corporation (Two Pacstar) 42,213,170 44,804,720

Associate:
Asian Breast Center (ABC) 7,999,900 7,999,900
P
=277,325,954 =275,367,104
P

The Group recognized share in net earnings of the joint ventures amounting to =
P1.96 million and
=3.92 million for the nine-month periods ended September 30, 2023 and 2022, respectively.
P

*SGVFS186780*
- 14 -

In 2022, the BOD of A2 Global approved the commencement of its liquidation, consequently the
Group has written off its investments amounting to =
P3.06 million.

13. Investment Properties

The Group’s investment properties are classified as follows:


September 30, 2023 December 31, 2022
(Unaudited) (Audited)
Land P
=5,061,961,969 =5,061,961,969
P
Building 7,325,807,043 7,333,018,041
P
=12,387,769,012 =12,394,980,010
P

Movements in this account are as follows:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Cost:
Balance at beginning of period P
=8,343,741,289 =9,962,422,883
P
Additions/construction costs incurred – 13,448,339
Sale of property – (22,256,511)
Transfer to property and equipment – (556,820,321)
Transfer to real estate inventories
(Note 19) – (1,053,053,101)
Balance at end of period 8,343,741,289 8,343,741,289
Change in fair value:
Balance at beginning of period 4,051,238,721 4,032,608,471
Disposal – (9,615,488)
Gain (loss) from change in fair value of
investment property – net (7,210,998) 28,245,738
Balance at end of period 4,044,027,723 4,051,238,721
P
=12,387,769,012 =12,394,980,010
P

Investment properties are stated at fair values as of September 30, 2023 and December 31, 2022, which
have been determined based on valuations performed by an accredited independent valuer which is a
specialist in valuing these types of investment properties. The Group recognized a net loss of =P7.21
million from changes in fair value of investment properties in the nine months period ended September
30, 2023 and a net gain of P =21.78 million from changes in fair value of investment properties in the
nine months period ended September 30, 2022.

The methodology used by the Group to determine fair value is consistent with the valuation used in
the 2022 annual consolidated financial statements. The fair value of the investment properties
classified as buildings and land in the interim condensed consolidated financial statements is
categorized within level 3 of the fair value hierarchy.

*SGVFS186780*
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The key assumptions used to determine the fair value of the investment properties and sensitivity
analyses are as follows:
Valuation Range
Property technique Significant unobservable inputs 2023 2022
(Unaudited) (Audited)
Land and Discounted Discount rates for similar lease contracts, Discount rate – 11.30 % Discount rate – 11.26 % to
Buildings Cash Flow market rent levels, expected vacancy and to 12.09% 12.28%
(DCF) expected maintenance.
Market rent levels - Market rent levels -
= 400 to
P =400 to
P
= 1,500/sqm per month
P =1,500/sqm per month
P
Expected vacancy - Expected vacancy -
5% to 20%; 5% to 45%;
Expected maintenance - Expected maintenance -
2% to 10% of gross 2% to 10% of gross
revenue revenue

For DCF, the higher the market rent levels, the higher the fair value. Also, the lower the expected
vacancy, maintenance and discount rate the higher the fair value.

The sensitivity analysis below has been determined based on reasonably possible changes of each
significant assumptions on the fair value of the investment properties as of the end of the reporting
period, assuming all other assumptions were held constant.

September 30, 2023


Increase (decrease) Effect on FV
Discount rate 0.1% (P
=125,569,818))
Discount rate (0.1%) 127,937,628
Vacancy rate 1.0% (59,019,162)
Vacancy rate (1.0%) 59,019,162

For the nine-month periods ended September 30, 2023 and 2022, the Group recognized leasing revenue
from the use of the said real properties amounting to P =1,046.94 million and
=
P962.78 million, respectively, and incurred direct cost of leasing amounting to P
=326.52 million and
=
P278.07 million, respectively, in relation to these investment properties.

*SGVFS186780*
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14. Property and Equipment

The composition and movements of this account are as follows:

September 30, 2023


Office Computer Furniture Transportation Leasehold Construction Right-of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment Building Assets Total
Cost
At January 1 = 75,738,922
P = 104,002,063
P = 32,234,848
P P65,753,463
= = 118,430,057
P = 251,492,426
P P
= 2,352,409,555 = 87,865,463
P P
= 3,087,926,797
Additions 2,673,048 8,513,569 434,561 24,837,850 4,089,864 40,523,360 – – 81,072,252
At December 31 78,411,970 112,515,632 32,669,409 90,591,313 122,519,921 292,015,786 2,352,409,555 87,865,463 3,168,999,049
Accumulated
Depreciation
At January 1 56,627,270 66,560,192 32,234,848 59,074,001 78,606,246 251,492,426 – 59,016,349 603,611,332
Depreciation 5,567,721 8,869,067 20,286 3,090,698 17,769,536 – 35,392,415 15,030,228 85,739,951
At December 31 62,194,991 75,429,259 32,255,134 62,164,699 96,375,782 251,492,426 35,392,415 74,046,577 689,351,283
Net Book Values at
December 31 = 16,216,979
P = 37,086,373
P = 414,275
P = 28,426,614
P = 26,144,139
P = 40,523,360
P P
= 2,317,017,140 = 13,818,886
P P
= 2,479,647,766

December 31, 2022


Office Computer Furniture Transportation Leasehold Construction Construction - Right-of-use
Equipment Equipment and Fixtures Equipment Improvements Equipment in -Progress Building Assets Total
Cost
At January 1 =64,143,594
P =82,755,061
P =32,234,848
P =64,588,284
P =80,459,530
P =251,492,426 P
P =1,707,342,137 =–
P =87,865,463 =
P P2,370,881,343
Additions 11,595,328 21,247,002 – 1,165,179 37,970,527 – 88,247,097 – – 160,225,133
Transfer from
Investment
Property – – – – – – 556,820,321 – – 556,820,321
Transfer to Building – – – – – – (2,352,409,555) 2,352,409,555 – –
At December 31 75,738,922 104,002,063 32,234,848 65,753,463 118,430,057 251,492,426 – 2,352,409,555 87,865,463 3,087,926,797
Accumulated
Depreciation
At January 1 54,970,429 54,126,355 31,778,592 57,800,457 71,753,066 251,492,426 – – 33,123,849 555,045,174
Depreciation 1,656,841 12,433,837 456,256 1,273,544 6,853,180 – – – 25,892,500 48,566,158
At December 31 56,627,270 66,560,192 32,234,848 59,074,001 78,606,246 251,492,426 – – 59,016,349 603,611,332
Net Book Values at
December 31 =19,111,652
P =37,441,871
P =–
P =6,679,462
P =39,823,811
P =–
P =– P
P =2,352,409,555 =28,849,114 P
P =2,484,315,465

*SGVFS186780*
- 17 -

There were no disposals during the nine-month period ended Sept. 30, 2023 and 2022.

Property and equipment include Building that pertains to Novotel Suites Manila at Acqua 6 Tower of
Acqua Private Residences and The Pebble (four-storey waterfront clubhouse) of Acqua Private
Residences amounted to = P1,734.20 million and =
P582.82 million as of September 30, 2023,
respectively, and =
P1,760.61 million and =
P591.80 million as of December 31, 2022, respectively.

Novotel Suites Manila at Acqua 6 Tower of Acqua Private Residences formally opened on
December 15, 2022.

The depreciation and amortization from property and equipment recognized under general,
administrative and selling expenses for the nine-month periods ended September 30, 2023 and 2022
amounted to =P88.91 million and =
P46.26 million, respectively (see Note 24).

15. Other Assets

This account consists of:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Current:
Prepaid commissions P
=874,654,707 =823,634,164
P
Input taxes 545,759,929 374,339,654
Creditable withholding taxes (CWTs) 471,074,639 360,268,502
Prepaid expenses 79,049,224 60,422,350
Others 31,750,881 23,378,298
P
=2,002,289,380 =1,642,042,968
P

Noncurrent:
Advances to landowners P
=259,024,174 =259,024,174
P
Prepaid commissions 397,465,934 397,465,932
CWTs 243,821,376 243,553,449
Input taxes 105,433,805 55,864,797
Rental deposits 97,313,190 95,958,665
Intangible assets 46,057,109 42,342,033
Others 25,003,941 26,815,299
P
=1,174,119,529 =1,121,024,349
P

Prepaid commissions pertain to capitalized commission expenses payable to its agents on the sale of
its real estate projects related to contracts that have qualified for revenue recognition. These will be
recognized as commission expense under “General, administrative and selling expenses” in the period
in which the related real estate sales are recognized. This also includes prepayments to Century
Integrated Sales, Inc. (CISI) for future services of CISI in relation to managing the Group’s sales
activities, which amounted to = P51.00 million and =P123.31 million as of September 30, 2023 and
December 31, 2022, respectively (see Note 18).

Input taxes are fully realizable and will be applied against output VAT.

*SGVFS186780*
- 18 -

Creditable withholding taxes are attributable to taxes withheld by third parties arising from real estate
sale, property management fees and leasing revenues.

Intangible assets include software costs and trademarks. Software cost includes application software
and intellectual property licenses owned by the Group. Trademarks are licenses acquired separately
by the Group. These licenses arising from the Group’s marketing activities have been granted for a
minimum of 10 years by the relevant government agency with the option to renew at the end of the
period at little or no cost to the Group. Previous licenses acquired have been renewed and enabled the
Group to determine that these assets have an indefinite useful life.

Advances to land owners pertains to the initial payment made by the Group, in accordance to its
memorandum of agreement to acquare 56 hectares of property to developed a beachstyle lyfstle
destination in the Municipality of Palawan. The total advances paid for the property amounted to
=259.02 million as of September 30, 2023.
P

Prior to 2022, advances to landowners, also included advances made by the Group for the purchase of
land which will be developed into a condominium project to be held for sale in the future amounting
to =
P419.23 million. The title of the said land was also transferred to Group in 2022 and the related
advances were applied as part of the payment for the purchase of land (see Notes 9 and 11).

Rental deposits mostly pertain to security deposits held and applied in relation to the Group’s lease
contracts for its administrative and sales offices. The deposits are noninterest-bearing and are
recoverable through application of rentals at the end of the lease term.

16. Accounts and Other Payables

This account consists of:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Customers’ advances P
=2,750,436,212 =1,651,799,539
P
Accounts payable 1,394,328,778 1,932,462,937
Accrued expenses
Commissions 395,785,252 450,024,271
Salaries 269,830,941 306,878,946
Interest 24,436,935 50,998,859
Others 97,749,269 95,121,839
Retention payable 367,424,652 307,624,517
Taxes 206,242,484 85,133,881
Dividends payable (Note 22) 77,840,194 52,980,641
Other payables 43,902,096 61,667,478
P
=5,627,976,813 =4,994,692,908
P

Customers’ advances pertain to funding from buyers of real estate for future application against
transfer and registration fees and other taxes to be incurred upon transfer of properties to the buyer.
The movement of customers’ advances is mainly due to advance payment of buyers less fees incuured
for the turned over properties.

*SGVFS186780*
- 19 -

Others under “Accrued expenses” consist mainly of utilities, marketing costs, professional fees,
communication, transportation and travel, security, insurance, taxes and representation.

17. Contract Liabilities

Contract liabilities consist of collections from real estate customers which have not qualified for
revenue recognition and excess of collections over the recognized receivables based on percentage of
completion. The movement in contract liability is mainly due to reservation sales and advance payment
of buyers less real estate sales recognized upon reaching the equity threshold and from increase in
percentage of completion. As of September 30, 2023 and December 31, 2022, carrying values of
contract liabilities amounted to =
P3,281.83 million and =
P2,769.10 million, respectively.

18. Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or common
significant influence which include affiliates.

Terms and Conditions of Transactions with Related Parties


The Group in their regular conduct of business has entered into transactions with related parties
principally consisting of advances and reimbursement of expenses, development, management,
marketing, leasing and administrative service agreements and purchases which are made based on the
terms agreed upon by the parties.

The effects of the related party transactions are shown under the following accounts in the unaudited
interim condensed consolidated financial statements:

Due from Related Parties


Amount of Amount of
September 30, 2023 December 31, 2022 transactions transactions Terms and
(Unaudited) (Audited) (September 30, 2023) (September 30, 2022) Conditions
Ultimate Parent = 307,477,574
P =270,437,913
P = 37,039,661
P =37,450,000
P
Noninterest
Officers and stockholders 218,929,753 223,177,152 (4,247,399) 34,413,430 bearing, due and
Under common control demandable,
CISI 543,898,695 450,659,309 93,239,386 361,009,661 settlement
Century Group International Corp. occurred
(CGIC) 77,093 77,093 – 51,068 generally on
Century Retail IT, Inc. (CRIT) 10,821 10,821 – (13,372) cash, unsecured,
Entity managed by a related party no impairment
CAC 30,847,016 30,960,415 (113,399) –
Centuria Pharma − − − (113,401)
= 1,101,240,952
P =975,322,703
P = 125,918,249
P =432,797,386
P

Due to Related Parties


Amount of Amount of transactions
September 30, 2023 December 31, 2022 transactions (September 30, 2022) Terms and
(Unaudited) (Audited) (September 30, 2023) Conditions
Ultimate Parent = 234,795,327
P =237,284,750
P (P= 2,489,423) (P
= 3,009,285)
Noninterest bearing,
CGIC 456,360 456,360 –
due and
demandable,
settlement occurred
generally on cash,
unsecured, no
impairment
Officers and stockholders 154,676,104 120,319,516 34,356,588 21,314,438
= 389,927,791
P =358,060,626
P = 31,867,165
P =18,305,153
P

*SGVFS186780*
- 20 -

Significant transactions of the Group with related parties are described below:

Due from related parties pertains to advances provided by the Group to the stockholders and other
affiliates.

Due to related parties pertains to advances received by the Group for its working capital.

Management agreement
The Group contracted CISI to manage all of its sales and marketing activities. CISI is a wholly-
owned subsidiary of CPI.

Prepayments to CISI for initial marketing services recognized under “Other current assets” account
amounted to =
P51.00 million and = P123.31 million as of September 30, 2023 and December 31, 2022
(see Note 15).

Key management compensation


The key management personnel of the Group include all directors, executives and senior
management. The details of compensation and benefits of key management personnel for the nine-
month periods ended September 30, 2023 and 2022 follow:

September 30, 2023 September 30, 2022


(Unaudited) (Unaudited)
Short-term employee benefits P
=82,036,231 =70,867,511
P
Post-employment benefits 4,101,866 3,543,423
P
=86,138,097 =74,410,934
P

Terms and condition of transactions with related parties


Outstanding balances at period-end are unsecured, interest free, collectible or payable on
demand and settlement occurs generally in cash. As of September 30, 2023 and
December 31, 2022, the Group has not made any provision for probable losses relating to
amounts owed by related parties. This assessment is undertaken each financial period by
examining the financial position of the related party and the market in which the related party
operates.

19. Short-term and Long-term Debt

This account consists of:


September 30, 2023 December 31, 2022
(Unaudited) (Audited)
Short-term debts:
Short-term loan P
=487,000,000 =−
P
Trust receipts 92,012,745 235,141,310
P
=579,012,745 =235,141,310
P

*SGVFS186780*
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September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Long-term debt:
Bank loans P
=7,814,046,565 P9,012,998,322
=
Payable under CTS financing 1,435,523,605 1,992,662,424
Car loan financing 14,454 654,796
9,249,584,624 11,006,315,542
Less current portion 3,979,919,509 2,192,453,618
Noncurrent portion P
=5,269,665,115 =8,813,861,924
P

Short-term Debts

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Trust receipts Bank loans Total Trust receipts Bank loans Total
Beginning balance = 235,141,310
P =−
P P235,141,310
= =468,360,083
P =−
P =468,360,083
P
Availments 184,803,558 487,000,000 671,803,558 658,904,094 − 658,904,094
Repayments (327,932,123) − (327,932,123) (892,122,867) − (892,122,867)
Ending balance = 92,012,745
P P
= 487,000,000 = 579,012,745
P =235,141,310
P =−
P =235,141,310
P

Trust receipts
Trust receipts (TRs) are facilities obtained from various banks to finance purchases of
construction materials for the Group’s projects. The TRs have average interest rates ranging
from 6.25% to 8% and 5.75% to 6.25% in 2023 and 2022, respectively. These are paid
monthly or quarterly in arrears with full payment of principal balance at maturity of one year
and with an option to prepay. Total availments of trust receipts for the nine-month periods
ended September 30, 2023 and 2022, amounted to = P184.80 million and =P561.00 million,
respectively.

Bank Loans
Bank loans pertain to the following various short-term promissory note (PN) obtained by the
Group:

 From June to September 2023, the Group availed short-term PNs from Phillippine
National Bank (PNB) totaling to =
P342.00 million with interest rates ranging from 6.70%
to 7.15% with various maturity dates during 2024.

 In 2023, the Group availed a short-tem PN facility with Philtrust Bank with total amount
of =
P130.00 million with an interest rate of 8.00% per anum, which is payable monthly
until full payment or renewal annualy.

 In 2023, the Group availed of a short-tem PN facility with Philtrust Bank with total
amount of P=15.00 million with an interest rate of 7.50% per annum, which is payable
monthly until full payment or renewal annually.

*SGVFS186780*
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Long-term Debts
The roll-forward of the Group’s long-term debt is as follows:
September 30, 2023
Car Loan
Bank Loans CTS Financing Financing Total
Principal:
Balances at beginning of period P
= 9,073,938,425 P
= 1,992,662,425 P
= 654,796 P
= 11,067,255,646
Addition 300,000,000 503,845,172 - 803,845,172
Payments (1,508,012,919) (1,060,983,992) (640,342) (2,569,637,253)
Balances at end of period 7,865,925,506 1,435,523,605 14,454 9,301,463,565
Deferred financing costs:
Balances at beginning of period 60,940,103 − − 60,940,103
Amortization (9,061,162) − − (9,061,162)
Balances at end of period 51,878,941 − − 51,878,941
Carrying values P
= 7,814,046,565 P
= 1,435,523,605 P
= 14,454 P
= 9,249,584,624

December 31, 2022


Car Loan
Bank Loans CTS Financing Financing Total
Principal:
Balances at beginning of year =9,031,728,633
P =
P2,891,444,012 =3,501,544 =
P P11,926,674,189
Addition 5,298,744,131 818,702,217 − 6,117,446,348
Payments (5,256,534,339) (1,717,483,805) (2,846,748) (6,976,864,892)
Balances at end of year 9,073,938,425 1,992,662,424 654,796 11,067,255,645
Deferred financing costs:
Balances at beginning of year 88,066,839 − − 88,066,839
Addition 46,897,795 − − 46,897,795
Amortization (74,024,531) − − (74,024,531)
Balances at end of year 60,940,103 − − 60,940,103
Carrying values =9,012,998,322
P =
P1,992,662,424 =654,796
P =
P11,006,315,542

Bank Loans
In 2023, the Group availed a four-year term loan from Development Bank of the Philippines
(DPB) with a total amount of =P300.00 million with an interest rate ranging from 7.36% to
9.09% per annum, which is payable on a quarterly basis.

In August 2022, the Group availed a five-year loan agreement from PNB amounting to
=4,000.00 million, P
P =3,500.00 million of which was drawn on August 2022 with an interest of
6.56% fixed for 2 years with an option to reprice over 90 days as agreed by the parties.
While the =P500.00 million balance was drawn on October 2022 with an interest of 7.39%
fixed for 2 years with an option to reprice over 90 days as agreed by the parties. As of
September 30, 2023 and December 31, 2022, the outstanding balance of the loan amounted
to =
P3,922.50 million and P=3,982.50 million, respectively.

In January and March 2022, the Company availed of another four-year loan agreement
amounting to = P94 million and P
=211.81 million, respectively, with another local bank with the
same purpose, which is, to finance land development and house construction of its project.
The loan bears interest of 5.71% and 6.62% per annum, which is payable on a monthly basis.
First interest payments were made in February 2022 and April 2022, respectively. The
principal is payable on a quarterly basis to commence at the start of 5th quarter. As of
September 30, 2023 and December 31, 2022, the outstanding balance of the loan amounted
to nil and P
=236.71 million, respectively.

*SGVFS186780*
- 23 -

In May 2021, the Group entered into a four-year loan agreement amounting to =P450.00
million with a local bank to finance land development and house construction of its project.
The loan bears interest of 4.65% per annum and payable on a quarterly basis amortization.
First interest payment will be made on August 17, 2021. The principal is payable on a
quarterly basis after a two-year grace period. As of September 30, 2023 and
December 31, 2022, the outstanding balance of the loan amounted to P =239.29 million and
=274.94 million, respectively.
P

In July 2021, the Group availed another four-year loan agreement amounting to P=470.00
million with BPI to finance land development and house construction of its project. The loan
bears interest of 5.25% per annum and payable on a monthly basis amortization. First
interest payment will be made on August 2021. The principal is payable on a quarterly basis
to commence at the start of October 2022. As of September 30, 2023 and
December 31, 2022, the outstanding balance of the loan amounted to P
=23.08 million and
=293.33 million.
P

In December 2022, the Company availed of another four-year loan agreement amounting to
=500.00 with another local bank with the same purpose, which is, to finance land
P
development and house construction of its project. The loan bears interest of 8.50% per
annum and payable on a quarterly basis. First interest payment was made on
March 16, 2023. The principal is payable on a quarterly basis to commence at the start of 9th
quarter. As of September 30, 2023 and December 31, 2022, the outstanding balance of the
loan amounted to P=463.33 million and =
P500.00 million, respectively.

On July 10, 2020, the Group availed of a five-year term loan facility from China Banking
Corporation (CBC) amounting to = P1,600.00 million, with principal payments due quarterly
with an interest of 5.13% per annum. In 2022, the Group paid the outstanding balance
amounting to =P1,408.00 million.

On August 24 and September 2, 2020, the Group entered into a two-year term loan
agreement with CBC amounting to = P1,400.00 million and =P1,000.00 million, respectively.
The loan has principal payments due quarterly with an interest of 4.85% per annum. In 2022,
the Group paid the outstanding balance amounting to P
=2,208.65 million.

In 2019, the Group availed the remaining undrawn balance of its loan facility from
Amalgamated Investment Bancorporation (AIB) amounting to = P148.90 million, which is
payable in two years with interest of 8.50% per annum and availed another bank loan with
AIB amounting to = P100.00 million with interest of 7.97% per annum. The total principal
amount of this loan amounting to P=592.94 million was paid in May and October 2022.

On September 27, 2022, the Group availed an additional loan from its AIB loan facility
amounting to P=492.94 million, payable quarterly with interest of 8.00% per annum. As of
September 30, 2023 and December 31, 2022, the outstanding balance of this loan amounted
to nil and P
=392.94 million, respectively.

In 2019, the Group obtained a five-year term loan from UCPB amounting to P
=1,000.00
million, which is payable quarterly with interest of 8.42% per annum.

*SGVFS186780*
- 24 -

As of September 30, 2023 and December 31, 2022, the outstanding balance of this loan
amounted to =
P380.23 million and =
P541.02 million, respectively.

On October 28, 2019, the Group renewed a portion of its five-year term loan from BDO
amounting to P=700.00 million with a fixed interest of 6.07% fixed for 92 days with an option
to reprice over 30-180 days as agreed by the parties. As of September 30, 2023 and
December 31, 2022, the outstanding balance of the Group’s loan on term loan amounted to
=2,537.50 million and =
P P2,852.5 million, respectively.

CTS financing
CTS financing pertains to loan facilities which were used in the construction of the Group’s
real estate development projects. The related PNs have terms ranging from twelve (12) to
forty-eight (48) months and are secured by the buyer’s post-dated checks, the corresponding
CTS, and parcels of land held by the Parent Company. The Group retained the assigned ICRs
and recorded the proceeds from these assignments as “Long-term debt”. These CTS loans
bear fixed interest rates ranging from 5.88% to 8.50% as September 30, 2023 and
December 31, 2022, respectively. The Group availed additional loan from their facility
amounting to P =503.85 million and P =818.70 million for the periods ended
September 30, 2023 and December 31, 2022, respectively.

Security and Debt Covenants


Certain bilateral, trust receipts, payables under CTS financing and bank loans have
mortgaged real estate inventories and assigned ICRs and contract assets wherein such assets
can no longer be allowed to be separately used as collateral for another credit facility, grant
loans to directors, officers and partners, and act as guarantor or surety in favor of banks. As
of September 30, 2023 and December 31, 2022, the carrying values of these assets mortgaged
for trust receipts, payables under CTS financing and bank loans are as follows:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Real estate inventories P
= 985,547,659 =1,281,943,917
P
ICR 985,547,659 1,303,147,610
Investment properties 8,415,779,604 8,415,779,604

Certain bilateral loans have covenants to maintain a debt-to-equity ratio of not more than
2.33x and a debt service coverage ratio of at least 1.5x and current ratio of 1.2x. Debt
includes note payables, short term and long-term debt. The bank loans have a covenant,
specific to the projects it is financing, of having loan to security value of no more than 50%
to 60%. Security value includes, among other things, valuation appraisal by independent
appraisers and takes into account the sold and unsold sales and market value of the
properties. The loan agreements require submission of the valuation of each mortgage
properties on an annual basis or upon request of the facility agent. As of September 30, 2023
and December 31, 2022, the Company complied with the provisions of its debt covenants.

*SGVFS186780*
- 25 -

Borrowing Costs
Borrowing cost capitalized amounted to =
P121.05 million and =
P214.15 million for the nine-
month period ended September 30, 2023 and for the year ended December 31, 2022,
respectively (see Notes 9 and 13).

Interest Expense and Other Finance Charges


Interest and other financing charges for the short-term and long-term debts for the nine-
month periods ended September 30, 2023 and 2022 totaled to P =529.34 million and
=326.11 million, respectively (see Note 26).
P

20. Bonds Payable

This account consists of the following:


September 30, 2023 December 31, 2022
(Unaudited) (Audited)
Principal
Balances at the beginning of year P6,000,000,000
= P6,000,000,000
=
Addition 3,000,000,000 3,000,000,000
Repayment – (3,000,000,000)
9,000,000,000 6,000,000,000
Deferred financing cost:
Balances at the beginning of year 82,746,077 52,804,571
Addition 82,114,920 69,907,011
Amortization (31,643,824) (39,965,505)
Balances at the end of period 133,217,173 82,746,077
Carrying value 8,866,782,827 5,917,253,923
Less: Current portion 2,992,849,505 –
Non-current portion =5,873,933,322
P =5,917,253,923
P

On March 3, 2023, the Certificate of Permit to Offer Securities for Sale was approved by the
Securities and Exchange Commission relative to the Parent Company’s Second Tranche
Offer of Fixed Rate Retail Bonds consisting of up to Two Billion Pesos (P =2,000,000,000)
with an Over-subscription Option of up to One Billion Pesos (P =1,000,000,000), worth of
Fixed Rate Bonds comprising of 6.5760% per annum three (3) year fixed rate bonds ("Series
A Bonds"), 7.4054% per annum five (5) year fixed rate bonds ("Series B Bonds") and
7.6800% per annum seven (7) year fixed rate bonds ("Series C Bonds"), under its Six Billion
Pesos (₱6,000,000,000) Debt Securities Program Shelf Registration. This bond was listed at
the PDEx on March 17, 2023. The bonds are rated “AA+” by Credit Rating and Investor
Services Philippines Inc. (CRISP). Total debt issue costs amounted to = P82.11 million and
were capitalized as debt issue costs to be amortized over the life of the bonds.

*SGVFS186780*
- 26 -

On February 11, 2022, the Securities and Exchange Commission approved the application of
the Parent Company’s Shelf Registration of Debt Securities in the aggregate amount of Six
Billion Pesos (P
=6,000,000,000) to be offered within a period of 3 years or such period as
Securities and Exchange Commission may allow at an Issue Price of 100% of Face Value.
The First Tranche of the Fixed Rate Retail Bonds is Two Billion Pesos (P
=2,000,000,000) with
an Oversubscription Option of up to One Billion Pesos (P
=1,000,000,000) Five (5)-Year Fixed
Retail Bonds due 2027.

On February 24, 2022, the Parent Company listed at the PDEx its five-year bonds, with interest
rates of 5.7524% p.a. The bonds are rated “AA” by Credit Rating and Investor Services
Philippines Inc. (CRISP).

On April 15, 2019, CPGI listed at the PDEx its three-year bonds, with interest rates of 7.8203%
p.a. The P=3.00 billion proceeds of the bonds will be used to partially finance development
costs for CPGI's affordable housing and townhome projects. The bonds are rated “AA” by
Credit Rating and Investor Services Philippines Inc. (CRISP). In 2022, the said three-year
bonds amounting to P =3.00 billion were paid in full.

Interest Expense and Other Finance Charges


Interest and other financing charges for the bonds payable for the nine-month periods ended
September 30, 2023 and 2022 totaled to = P350.67 million and =
P344.29 million, respectively
(see Note 26).

Security and Debt Covenants


Covenants related to bonds payable include maintenance of current ratio of at least 1.5x, debt-
to-equity ratio of not more than 2.0x and debt service coverage ratio of at least 1.2x. As of
September 30, 2023 and December 30, 2022, the Group has complied with the provisions of
its bond covenants.

21. Liability from Purchased Land

This account pertains to the outstanding payable of the Group for the cost of land purchases
recognized under “Real estate inventories” as follows:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Current P
=67,200,000 =67,200,000
P
Noncurrent 451,595 63,782,533

*SGVFS186780*
- 27 -

22. Dividend Declaration

On June 29, 2023, the BOD approved the declaration of = P0.006055 per share cash amounting
to =
P140.48 million for the common stock for distribution to the stockholders of the Parent
Company of record July 28, 2023 and September 29, 2023. On August 11, 2023, dividends
amounting to P
=65.23 million were paid, the remaining balance were paid in October 2023.

On March 8, 2023, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record July 5, 2023
with payment date on July 10, 2023. On July 10, 2023, all dividend declared were paid.

On March 8, 2023, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to =
P50.38 million for shares of record April 3, 2023
with payment date on April 11, 2023. On April 11, 2023, all dividend declared were paid.

On December 6, 2022, the BOD approved the declaration of cash dividends for the preferred
shares with dividend rate of 6.7177% amounting to =
P50.38 million for shares of record
January 5, 2023 with payment date on January 10, 2023. On January 10, 2023, all dividend
declared were paid.

On August 11, 2022, the BOD approved the declaration of cash dividends for the preferred
shares with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record October
5, 2022 with payment date on October 10, 2022. On October 10, 2022, all dividends declared
were paid.

On May 26, 2022, the BOD approved the declaration of cash dividends for the preferred shares
with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record July 6, 2022
with payment date on July 11, 2022.

On February 4, 2022, the BOD approved the declaration of cash dividends for the preferred
shares with dividend rate of 6.7177% amounting to P
=50.38 million for shares of record April
6, 2022 with payment date on April 11, 2022.

On November 29, 2021, the BOD approved the declaration of cash dividends for the preferred
shares with dividend rate of 6.7177% amounting to P =50.38 million for shares of record
January 5, 2022 with payment date on January 10, 2022. As of December 31, 2022, the
dividends declared were already paid.

Total unpaid dividends amounted to P


=77.84 million and P
=52.98 million as of
September 30, 2023 and December 31, 2022, respectively.

*SGVFS186780*
- 28 -

23. Equity

Basic earnings per share


Basic earnings per share amounts attributable to equity holders of the Parent Company for the
nine- month periods ended September 30, 2023 and 2022 are as follows:
September 30, 2023 September 30, 2022
(Unaudited) (Unaudited)
Net income attributable to the owners of the
Parent Company P
=847,249,019 =777,257,658
P
Less: Dividends declared to preferred shares 100,765,499 151,148,249
746,483,520 626,109,409
Weighted average number of shares 11,599,600,690 11,599,600,690
Basic/diluted earnings per share P
=0.064 =0.054
P

Basic earnings per share are calculated using the net income attributable to the equity holders
of the Parent Company less dividend declared to preferred shares divided by the weighted
average number of shares. No dilutive potential ordinary shares are outstanding as of
September 30, 2023 and 2022.

Common shares
The Group’s authorized capital stock and issued and subscribed shares amounted to
15,000,000,000 shares and 11,699,723,690 shares, respectively as of September 30, 2023 and
December 31, 2022. There are no movements in the Group’s authorized, issued and subscribed
shares in 2023 and 2022.

The following summarizes the Group’s record of registration of securities under the Revised
Securities Regulation Code:

On February 09, 2000, the Parent Company was listed with the Philippine Stock Exchange
with a total of 3,554.72 million common shares, issued, paid and outstanding. The offer
price of the shares was at =
P1.00 per share.

On November 11, 2014, the Philippine Stock Exchange, Inc. approved the application of the
Company to list additional 730.32
common shares, with a par value of =P0.53 per share, to cover the Company’s 20.62% stock
dividend declaration to stockholders of record as of October 27, 2014 which was paid on
November 14, 2014.

On August 30, 2019, the Group’s BOD authorized and approved the amendment of the
stockholders’ resolution dated September 29, 2017, specifically: (a) change in the par value
of the proposed reclassified 3.00 billion Preferred Shares from P
=1.00 to =
P0.53 per share and
(b) no increase in the authorized capital stock of the Parent Company, together with the
consequent amendment of Article IX of the amended articles of incorporation of the Parent
Company. The amendment was approved by SEC in January 2020.

*SGVFS186780*
- 29 -

As of September 30, 2023 and December 31, 2022, the Parent Company had 496 and 496
stockholders, respectively, with at least one board lot at the PSE, for a total of
11,599,600,690 (P=0.53 par value) issued and outstanding common shares.

Issuance of preferred shares


On January 10, 2020, the Group listed at the main board of the PSE its maiden follow-on
offering of preferred shares under the trading symbol “CPGP”. These preferred shares are
cumulative, non-voting, non-participating and redeemable at the option of the Group. The
Group offered 20 million preferred shares at =P100.00 each with an oversubscription option of
up to 10 million preferred shares on December 16, 2019 to January 3, 2020, after the SEC
issued an order rendering the Registration Statement that was filed on October 19, 2019
effective, SEC also issued a corresponding permit to offer the securities for sale. The initial
dividend rate was set at 6.7177% per annum. The dividends on the preferred shares shall be
paid quarterly, every January 10, April 10, July 10, and October 10 of each year.

The 30,000,000 preferred stock with a par value of P=0.53 were fully subscribed totaling
=15.90 million. Additional paid-in capital from preferred stock amounted P
P =2,984.10 million
and issuance cost totaled P
=99.06 million resulting in a net additional paid-in capital
=2,885.03 million. Total cash received from issuance of preferred shares amounted to
P
=2,910.77 million.
P

On July 10, 2023, the Parent Company fully redeemed its =


P3 Billion Cumulative, Non-
Voting, Non-Convertible, Non-Participating, Redeemable Peso-denominated Preferred
Shares (“Preferred Shares” or “CPGP”). The redemption price was the issue price of
P100.00 per share, plus any accumulated unpaid cash dividends. The redemption of shares is
treated as treasury shares recorded at cost.

Treasury shares
On January 7, 2013, the BOD of the Parent Company approved a share buyback program for
those shareholders who opt to divest of their shareholdings in the Parent Company. A total
of =
P800.00 million worth of shares were up for buyback for a time period of up to 24 months.
In 2014 and 2013, a total of 85.68 million shares and 14.44 million shares were reacquired at
a total cost of =
P87.15 million and =
P22.52 million, respectively.

As of September 30, 2023, treasury shares amounted to P=3,109.67 million consisting of


109.67 million common shares and 30.00 million preferred shares. As of December 31, 2022,
treasury shares amounted to =
P109.67 million consisting of 109.67 million common shares.

Retained earnings
Retained earnings, which include the accumulated equity in undistributed consolidated net
earnings of the subsidiaries, amounted to =
P11,120.11 million and =
P10,514.10 million as of
September 30, 2023 and December 31, 2022, respectively.

The subsidiaries retained earnings available for dividend declaration, after reconciling items,
amounted to =
P6,961.61 million and = P6,353.19 million as of September 30, 2023 and
December 31, 2022, respectively. Reconciling items include non-cash income from

*SGVFS186780*
- 30 -

accumulated gains from fair value of investment property amounting to =


P4,071.17 million
and P
=4,051.24 million, as of September 30, 2023 and December 31, 2022, respectively.

Non-controlling interest
On May 30, 2023, Tanza Properties I, Inc (TP1) approved the declaration of P
=177.66 per share
cash dividends amounting to =P78.00 million. This resulted to a decrease in non-controlling
interest amounting to =
P31.20 million. The dividends were paid on May 31, 2023.

On May 30, 2023, Tanza Properties II, Inc (TP2) approved the declaration of P
=68.57 per share
cash dividends amounting to =P24.00 million. This resulted to a decrease in non-controlling
interest amounting to =
P9.60 million. The dividends were paid on May 31, 2023.

On May 30, 2023, Tanza Properties III, Inc (TP3) approved the declaration of P =535.00 per
share cash dividends amounting to P =160.50 million. This resulted to a decrease in non-
controlling interest amounting to =
P64.20 million. The dividends were paid on May 31, 20223.

On May 30, 2023, PHirst Park Homes, Inc (PPHI) approved the declaration of P =0.37 per share
cash dividends amounting to P=987.50 million. This resulted to a decrease in non-controlling
interest amounting to =
P395.00 million. The dividends were paid on May 31, 20223.

On December 15, 2022, CALC recognized the equity portion of its deposit for preferred shares
subscription. This resulted to an increase in non-controlling interest amounting to =P54.18
million.

On June 29, 2022, Tanza Properties I, Inc (TP1) approved the declaration of P=159.44 per
share cash dividends amounting to P =70.00 million. This resulted to a decrease in non-
controlling interest amounting to =
P28.00 million. The dividends were paid on June 30, 2022.

On June 29, 2022, Tanza Properties I, Inc (TP2) approved the declaration of P=657.14 per
share cash dividends amounting to P =230.00 million. This resulted to a decrease in non-
controlling interest amounting to =
P92.00 million. The dividends were paid on June 30, 2022.

On June 29, 2022, Tanza Properties I, Inc (TP3) approved the declaration of P=666.67 per
share cash dividends amounting to P =200.00 million. This resulted to a decrease in non-
controlling interest amounting to =
P80.00 million. The dividends were paid on June 30, 2022.

In 2022, PPHI issued additional P


=384 million common shares with a par value of P =1.00 per
share and 96,000 preferred shares with a par value of =
P1,000.00 per share to CPGI. At the
same time, PPHI also issued 258 million common shares with a par value of = P1.00 per share
and 64,000 preferred shares with a par value per share of P
=1,000.00 to Mitsubishi
Corporation (MC). This resulted into an aggregate increase in the non-controlling interest
amounting to =
P320.00 million.

As disclosed in Note 1, the Group completed its transaction of the non-controlling interest
(NCI) of PPHI, TP1, TP2 and TP3 in November 2023. The transaction will be treated as an
acquisition of additional interest without loss of control with the difference between the NCI
and the fair value of the consideration at acquisition date to be taken to equity.

*SGVFS186780*
- 31 -

Other components of equity


Other components of equity mainly pertain to the equity reserve recognized between the
consideration paid by MC and the carrying value of the net assets of TPI I, TPI II, TPI III and
Century City Development Corp II (CCDC II) given up amounting to P =104.49 million as of
December 31, 2020. In 2020, CPGI acquired the total outstanding shares held by MC in one
of its subsidiaries, CCDC II. The difference between the acquisition price and the value of the
NCI as of August 24, 2020 amounting to = P782.24 million was charged against the Group’s
equity reserve. The remeasurement loss on equity instruments at FVOCI amounting to
=5.45 million as of September 30, 2023 and December 31, 2022, respectively, was also charged
P
against the Group equity reserve.

*SGVFS186780*
- 32 -

The financial information of subsidiaries that have material non-controlling interests is provided below. The information below is based on amounts after intercompany eliminations.

Summarized statements of financial position (in millions):


TPI I TPI II TPI III PPHI
September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022
(Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited)
Current assets = 380.96
P =
P457.27 = 434.74
P =
P469.61 = 557.89
P =P595.92 = 10,994.30
P =
P11,035.03
Noncurrent assets 0.00 0.41 − 0.30 0.16 0.64 119.54 139.38
Current liabilities (164.94) (150.98) (356.71) (307.75) (436.93) (325.37) (5,272.99) (4,568.41)
Noncurrent liabilities (10.13) (29.59) (41.58) (91.39) (35.58) (74.43) (1,133.17) (1,756.01)
Total equity = 205.89
P =
P277.11 = 36.45
P =
P70.77 P85.54
= =
P196.76 P4,707.68
= =
P4,849.99

Attributable to:
Equity holders of the Parent Company = 119.43
P =
P162.17 = 21.42
P =
P42.02 = 52.68
P =
P119.41 = 2,626.94
P =
P2,817.41
Non-controlling interest 86.46 114.95 15.03 28.76 32.86 77.35 2,080.74 2,032.58
Total equity = 205.89
P =
P277.12 = 36.45
P =
P70.78 = 85.54
P =
P196.76 = 4,707.68
P =
P4,849.99

Summarized statements of comprehensive income (in millions):


TPI I TPI II TPI III PPHI
September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022
(Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited)
Revenue = 17.02
P =−
P = 38.00
P =78.30
P = 216.96
P =396.46
P = 4,394.11
P =5,159.94
P
Cost of real estate sales and services 3.73 − (23.65) (56.89) (105.29) (133.45) (2,205.69) (2,722.76)
General and administrative expenses (14.66) (36.65) (15.46) (36.49) (39.02) (53.83) (1,151.65) (1,143.77)
Operating income (loss) 6.09 (36.65) (1.11) (15.08) 72.65 209.18 1,036.77 1,293.42
Other income (charges) 3.91 4.77 2.54 24.95 2.84 24.00 263.15 55.62
Provision for income tax (3.22) (5.24) (11.76) (15.84) (26.21) (9.46) (203.31) (137.19)
Other Comprehensive Income − − − − − − − 4.52
Total comprehensive income = 6.78
P (P
= 37.12) (P
= 10.33) (P
= 5.97) = 49.28
P =223.72
P = 1,096.61
P =1,216.37
P

TPI I TPI II TPI III PPHI


September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022
(Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited)
Total comprehensive income attributable to:
Equity holders of the
Parent Company = 4.07
P (P
= 22.27) (P
= 6.20) (P
= 3.58) = 29.57
P =134.23
P = 657.96
P =729.82
P
Non-controlling interests 2.71 (14.85) (4.13) (2.39) 19.71 89.48 438.65 486.55
= 6.78
P (P
= 37.12) (P
= 10.33) (P
= 5.97) = 49.28
P =223.71
P = 1096.61
P =1,216.37
P

*SGVFS186780*
- 33 -

24. General, Administrative and Selling Expenses

This account consists of:

September 30, 2023 September 30, 2022


Commission P
=694,020,750 =608,800,372
P
Salaries, wages and employee benefits 575,065,325 411,976,189
Marketing and promotions 434,734,119 316,912,555
Taxes and licenses 185,326,996 189,036,553
Depreciation and amortization (Note 14) 88,914,010 46,258,200
Outside services 85,935,041 66,564,492
Entertainment, amusement and recreation 74,894,111 81,323,645
Professional fees 61,217,856 50,159,137
Utilities 26,298,583 10,403,779
Repairs and maintenances 25,636,201 35,579,833
Supplies 24,251,230 29,041,615
Transportation and travel 16,033,065 14,828,845
Communication 11,772,969 10,744,500
Rent 8,041,606 59,884,833
Miscellaneous 84,036,579 85,492,420
P
=2,396,178,441 =2,017,006,968
P

Miscellaneous pertains mainly supplies, business and research development, insurance and
association dues and other fees for unsold units or units that are yet to be turned over.

25. Interest and Other Income

This account consists of:

September 30, 2023 September 30, 2022


Income from forfeited collections P
=33,142,271 =174,203,609
P
Interest income from cash and cash
equivalents and short-term investments
(Notes 6 and 7) 117,607,039 49,719,928
Interest income from in-house financing 75,055,990 56,228,212
Other income 403,597,803 66,423,615
P
=629,403,103 =346,575,364
P

Other income mainly consists of the penalties and other surcharges billed against defaulted
installments from sales contracts. Real estate buyers are normally charged a penalty of
3.00% of the monthly installment for every month in arrears from the time the specific
installment becomes due and payable.

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26. Interest and Other Financing Charges

Details of this account follow (see Notes 19, 20 and 29):

September 30, 2023 September 30, 2022


Interest expense P=890,121,045 =581,023,635
P
Other financing charges 79,784,197 90,661,619
P=969,905,242 =671,685,254
P

27. Retirement Costs

The Group has a funded, noncontributory, defined benefit pension plan covering
substantially all of its regular employees. The benefits are based on the projected retirement
benefit of 22.5 days’ pay per year of service in accordance with Republic Act 7641. The
benefits are based on current salaries and years of service and compensation on the last year
of employment. An independent actuary conducts an actuarial valuation of the retirement
benefit obligation using the projected unit credit method.

The plan assets as of September 30, 2023 and December 31, 2022 pertain solely to bank
deposits. The Group does not expect to contribute to its retirement fund in 2023.

The Group recognized total retirement expense amounting to P=20.77 million and
=9.06 million for the nine-month period ended September 30, 2023 and 2022, respectively.
P
Retirement expense is included in “Salaries, wages and employee benefits” under Operating
expenses in the consolidated statements of comprehensive income.

Outstanding pension liabilities amounted =


P251.67 million and =
P231.19 million as of
September 30, 2023 and December 31, 2022, respectively.

28. Income Taxes

The provision for income tax consists of:

September 30, 2023 September 30, 2022


Current:
RCIT/MCIT P
=328,486,659 =275,549,970
P
Final 10,791,492 8,464,632
339,278,151 284,014,602
Deferred 4,338,487 (134,238,385)
P
=343,616,638 =149,776,217
P

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The components of the Group’s deferred tax assets and deferred tax liabilities are as follows:
September 30, 2023 December 31, 2022
(Unaudited) (Audited)
Recognized in the interim unaudited condensed
consolidated statements of comprehensive
income:
Deferred tax assets on:
NOLCO P
=12,399,490 P1,002,337
=
Accrued retirement costs 57,283,723 55,370,591
MCIT 8,087,757 −
Advance rentals 15,897,510 7,209,604
Provisions for impairment losses 2,426,026 2,426,026
Interest on liabilities to preference shareholders 20,851,150 −
116,945,656 66,008,558
Deferred tax liabilities on:
Effect of difference in accounting and tax base on
real estate sales (see Note 2) (874,360,714) (911,958,879)
Fair value gains on investment properties (1,010,535,441) (1,012,809,680)
Prepaid commissions (302,067,123) (305,275,024)
Effect of difference in accounting and tax base on
investment properties (389,490,681) (293,180,478)
Unamortized deferred financing costs (46,274,027) (35,921,545)
Others (180,512) (8,482,013)
(2,622,908,498) (2,567,627,619)
Recognized directly in equity:
Deferred tax asset on re-measurement loss on
retirement obligation (7,662,309) (7,321,339)
(2,513,625,151) (P
=2,508,940,400)

The above deferred tax assets and liabilities are presented in the consolidated statements of
financial position as follows:
September 30, 2023 December 31, 2022
(Unaudited) (Audited)
Deferred tax assets P=43,870,819 =33,204,518
P
Deferred tax liabilities 2,557,495,970 2,542,144,918

29. Lease Liability

The Group has lease contracts for various office spaces with lease terms of two (2) to three
(3) years. Rental due is based on prevailing market conditions.

At the commencement date of the lease, the Group recognizes lease liabilities measured at
the present value of lease payments to be made over the lease term. The Group made lease
payments to the related leases amounted to P
=10.67 million and =P34.24 million and
recognized interest accretion amounted =P6.50 million and =P4.83 million for the nine-month
period ended September 30, 2023 and year ended December 31, 2022, respectively.

*SGVFS186780*
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30. Other Current and Noncurrent Liabilities

Liability on CALC’s Preferred Shares


On June 17, 2015, CALC’s preferred shares divided into Class A, Class B, Class C and Class
D have been registered with SEC for public offering.

The preferred shares have the following features, rights, privileges and obligations which can
be availed by the preferred shareholders upon full payment:
a. All classes of the preferred shares are non-voting.
b. Preferred shareholders are entitled to use and occupy, for twenty-eight (28) nights per
year (the “Annual Usage Entitlement”), the rooms to be owned by the Group in the
planned Acqua 6 Tower of the Acqua Private Residences (upon its completion and only
when such rooms are ready for occupancy), with the room class based on the class of
preferred shares owned. Annual Usage Entitlements are non-cumulative.

The corresponding room class of each class of shares are as follows:

Class of Preferred Shares Corresponding Room Class


Preferred A shares Studio Room
Preferred B shares One Bedroom Deluxe Room
Preferred C shares One Bedroom Superior Room
Preferred D shares One Bedroom Premier Room

c. The preferred shareholders shall be entitled to a share in Net Room Rental Revenue at the
rate of 40% for all of the 152 rooms to be owned by the Group. The share of a preferred
shareholder in the Net Room Rental Revenue shall be payable annually. The share of a
preferred shareholder in the Net Room Rental Revenue shall be calculated based on the
attributable square meters (“SQM”) corresponding to the class of preferred shares held by
such preferred shareholder for every 13 preferred shares held.
d. Net Room Rental Revenue means total revenue from rentals of all rooms less total room
cost of sales. The corresponding attributable SQM of each class of shares are as follows:

Corresponding Attributable
Class of Preferred Shares SQM
Preferred A shares 8.00
Preferred B shares 11.75
Preferred C shares 19.00
Preferred D shares 21.75

e. The preferred shareholders shall no longer participate in any dividend declaration of the
Group.

The preferred shareholders shall regularly and diligently pay the fees, contributions, charges
and other dues, including but not limited to the Annual Management Fee, Annual Operating
Budget, Furniture, Fittings and Equipment Reserve, pertaining to the maintenance and use of
the rooms to be owned by the Group.

*SGVFS186780*
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Upon full payment and availability of the rooms and when the rights and benefits vest upon
completion of the Project, these deposits will be reclassified to preferred shares and will be
split between the equity and liability components.

Movements of issuances and cancellation of shares per Preferred Class are summarized in the
table below.
Number of Shares
Preferred A Preferred B Preferred C Preferred D
Class of shares shares shares shares shares Total
Authorized shares 6,344 520 520 520
Par value in P
= 10 100 1,000 10,000
Issued and outstanding shares at December 31,
2015 1,430 234 – 234 1,898
Issuances during 2016 286 52 – – 338
Cancellation of shares – – – (221) (221)
Issued and outstanding shares at December 31,
2016 1,716 286 – 13 2,015
Issuances during 2017 4,498 200 91 26 4,815
Cancellation of shares – – – – –
Issued and outstanding shares at December 31,
2017 6,214 486 91 39 6,830
Issuances during 2018 – 8 416 169 593
Cancellation of shares (26) – – – (26)
Issued and outstanding shares at December 31,
2018 6,188 494 507 208 7,397
Issuances during 2019 – – – – –
Cancellation of shares – – – – –
Issued and outstanding shares at December 31,
2019 6,188 494 507 208 7,397
Issuances during 2020 – – 13 39 52
Cancellation of shares (39) (13) – – (52)
Issued and outstanding shares at December 31,
2020 6,149 481 520 247 7,397
Issuances during 2021 – – – – –
Cancellation of shares (520) (52) (39) (104) (715)
Number of shares at
December 31, 2021 5,629 429 481 143 6,682
Issuances during 2022 – – – – –
Cancellation of shares (169) (39) (39) – (247)
Number of shares at
December 31, 2022 5,460 390 442 143 6,435
Cancellation of Shares (234) (13) (39) – (286)
Issued and outstanding shares at
September 30, 2023 5,226 377 403 143 6,149

Prior to the start of the operation, deposits received by CALC from buyers of its preferred
shares are presented as deposit for preferred shares subscription under liabilities.

On December 15, 2022, the project was already completed, and Novotel Suites formally began
its operations. Thus, the Group utilized a discounted cash flow model and used certain
assumptions (including discount rate, annual average occupancy rate, performance growth
rates, and a terminal value) to determine the value of the financial liability and equity
component of the preferred shares. The model used (a) a pre-tax discount rate of 11.00% in
2022 and (b) a growth rate of 5.00% applied beyond the 10th year projections in 2022, among
others. The Group benchmarked these assumptions against historical observations in internal
businesses with similar performance drivers, as well as industry outlook. Based on the
calculation performed, the Group reclassified the equity portion amounting to P
=54.18 million
to preferred shares and the liabilitiy portion amounting to P
=951.93 million presented in the
financial statements under “Other noncurrent liabilities”.

*SGVFS186780*
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The Group recognized accretion of interest from the liability portion of preferred shares
amounting to P
=83.40 million for the nine-month periods ended September 30, 2023.

Total deposits for preferred shares subscriptions received presented under the financial
statement caption “Other noncurrent liabilities” amounted to =
P1,036.44 million and P
=951.92
million as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023 and December 31, 2022, 4,914 shares and 4,914 shares have been
fully paid, respectively.

Advance Deposits and Refundable Deposits


Refundable deposits pertain to utilities and meter deposits, and security deposits collected from
tenants which are refundable at the end of the lease contracts. The Group received refundable
deposits and security deposits classified as “Other current liabilities” amounting to P
=61.66 and
=61.34 million and “Other noncurrent liabilities” amounting to P
P =569.23 million and
P
=769.13 million as of September 30, 2023 and December 31, 2022, respectively.

Deferred Lease Income


Deferred lease income is amortized over the lease term on a straight-line basis and which
amortization is recorded as part of “Leasing revenue” in the statements of comprehensive
income. The carrying value of the deferred lease income presented under financial statement
caption “Other current liabilities” amounted to P
=14.02 million and P
=6.81 million and “Other
noncurrent liabilities” amounted to P =93.02 million and P =68.15 million as of
September 30, 2023 and December 31, 2022, respectively.

31. Performance Obligation and Disaggregation of Revenue

Information about the Group’s performance obligations are summarized below:

Real estate sales


The Group entered into contracts to sell with one identified performance obligation, which is
the sale of the real estate unit together with the services to transfer the title to the buyer upon
full payment of contract price. The amount of consideration indicated in the contract to sell
is fixed and has no variable consideration. The sale of real estate unit may cover the
contracts for condominium and residential house unit and the Group concluded that there is
one performance obligation in each of these contracts. The Group recognizes revenue from
the sale of these real estate projects under pre-completed contract over time during the course
of the construction.

Payments, which are considered in revenue recognition, commences upon signing of the
contract to sell and the consideration is payable in cash or under various financing schemes
entered with the customer. The financing scheme would include payment of 10%-20% of the
contract price spread over a five-year period at a fixed monthly payment with the remaining
balance payable (a) in full at the end of the period either through cash or external financing;
or (b) through in-house financing which ranges from two (2) to five (5) years with fixed
monthly payment. The amount due for collection under the amortization schedule for each

*SGVFS186780*
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of the customer does not necessarily coincide with the progress of construction, which results
to either a contract asset or contract liability.

The transaction price allocated to the remaining performance obligations (unsatisfied or


partially satisfied) as at September 30, 2023 and December 31, 2022 are as follows:

September 30, 2023 December 31, 2022


(Unaudited) (Audited)
Within one year P
=8,332,201,610 =7,029,550,189
P
More than one year 1,007,398,598 298,170,841
P
=9,339,600,208 =7,327,721,030
P

The remaining performance obligations expected to be recognized within one year and in
more than one year relate to the continuous development of the Group’s real estate projects.

All of the Group’s real estate sales from residential development are revenue from contracts
with customers recognized over time. The Group’s disaggregations of each source of
revenue from contracts with customers are presented below:

September 30, 2023 September 30, 2022


Project Location (Unaudited) (Unaudited)
Cavite, Bulacan,
PHirst Park Homes Batangas and
Laguna =4,943,238,880
P =3,805,302,822
P
The Resort Residences at Azure
North Pampanga City 1,584,938,306 952,733,952
The Residences at
Quezon City 577,644,050 771,222,839
Commonwealth
Tanza Properties Cavite 271,977,396 370,877,340
Acqua Private Residences Mandaluyong City 252,724,430 30,311,570
Century City Makati City 234,475,621 918,010,391
Azure Urban Resort Residences Paranaque City 186,862,085 224,204,955
Batulao Artscapes Batangas 178,781,422 298,071,883
=8,230,642,190
P =7,370,735,752
P

Property management
Revenue is recognized from property management over time as the services are rendered.
The Group’s disaggregation of each sources of revenue from property management are
presented below:

September 30, 2023 September 30, 2022


(Unaudited) (Unaudited)
Property management fee P=340,821,728 =300,465,194
P
Technical services 3,679,652 2,647,367
P=344,501,380 =303,112,561
P

*SGVFS186780*
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32. Financial Instruments

Fair Value Information


The table below presents the carrying amounts and fair values of the Group’s financial assets
and financial liabilities as follows:
September 30, 2023 December 31, 2022
(Unaudited) (Audited)
Carrying Value Fair value Carrying Value Fair value
Financial assets
ICR =9,649,059,525
P =10,249,718,346
P =8,584,320,427
P =8,824,761,754
P
Rental deposits 97,313,190 100,835,603 95,958,665 98,910,252
=9,746,372,715
P =10,350,553,949
P =8,680,279,092
P =8,923,672,006
P

Other financial liabilities


Long-term debt P9,249,584,624
= =10,150,015,127
P =11,006,315,542
P =11,067,255,646
P
Bonds payable 8,866,782,827 9,000,000,000 5,917,253,923 6,000,000,000
Liability from purchased
land 67,651,595 71,862,940 130,982,533 134,836,069
Refundable deposits 726,757,349 679,753,641 830,474,255 856,018,766
Total financial liabilities =18,910,776,395
P =19,901,631,708
P =17,885,026,253
P =18,058,110,481
P

The methods and assumptions used by the Group in estimating the fair value of the financial
instruments are as follows:

Cash and cash equivalents, receivables (excluding advances to employees, condominium


corporations and other receivables), due from related parties and other payables, due to
related parties and short-term debt

Carrying amounts approximate fair values due to the short-term maturities of these
instruments.

Rental deposits
The fair values of rental deposits are based on the discounted value of future cash flows using
the applicable market interest rates. Discount rates ranging from 5.64% to 6.49% and 5.21%
to 6.24% were used in calculating the fair value of the Group’s rental deposits as of September
30, 2023 and December 31, 2022, respectively.

Long-term debt, bonds payable, liability from purchased land, refundable deposits
The fair values are estimated using the discounted cash flow method using the Group’s current
incremental borrowing rates for similar borrowings with maturities consistent with those
remaining for the liability being valued. The discount rates used for long-term debt ranged
from 5.64% to 6.49% and 1.55% to 2.82% as of September 30, 2023 and December 31, 2022,
respectively. The discount rates used for the bonds payable ranged from 5.05% to 5.83% and
4.05% to 4.83% as of September 30, 2023 and December 31, 2022, respectively. The discount
rates used for the liability from purchased land ranged from 5.64% to 6.49% and 1.55% to
2.82% as of September 30, 2023 and December 31, 2022, respectively.

*SGVFS186780*
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The discount rates used for refundable deposits ranged from 5.64% to 6.49% and 4.25% to
5.01% as of September 30, 2023 and December 31, 2022, respectively.

As of September 30, 2023 and December 31, 2022, the Group does not have financial
instruments with fair values determined using inputs that are classified under Level 1 and 2.

For the nine-month period ended September 30, 2023 and for the year ended December 31,
2022, the Group did not have transfers between Level 1 and 2 fair value measurements and no
transfers into and out of Level 3 fair value measurements.

Financial Risk Management Policies and Objectives


The Group has various financial assets and liabilities such as cash and cash equivalents,
receivables, due to and from related parties, and accounts payable and other liabilities, which
arise directly from its operations. The Group has bonds payable, short-term and long-term debt
availed for financing purposes.

Exposure to credit, interest rate and liquidity risks arise in the normal course of the Group’s
business activities.

The main objectives of the Group’s financial risk management are as follows:
 to identify and monitor such risks on an ongoing basis;
 to minimize and mitigate such risks; and
 to provide a degree of certainty about costs.

The Group’s BOD reviews and approves the policies for managing each of these risks and they
are summarized below:

Credit Risk
Credit risk is the risk that the counterparty to a financial instrument will cause a financial loss
for the Group by failing to discharge an obligation.

The Group trades only with recognized, creditworthy third parties. The Group’s receivables
are monitored on an ongoing basis to manage exposure to bad debts and to ensure timely
execution of necessary intervention efforts. Real estate buyers are subject to standard credit
check procedures, which are calibrated based on payment scheme offered. The Group assessed
that its customers portfolio is homogeneous. The Group’s respective credit management units
conduct a comprehensive credit investigation and evaluation of each buyer to establish
creditworthiness.

*SGVFS186780*
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In addition, the credit risk for ICRs is mitigated as the Group has the right to cancel the sales
contract without need for any court action and take possession of the subject house in case of
refusal by the buyer to pay on time the due installment contracts receivable. This risk is further
mitigated because the corresponding title to the subdivision units sold under this arrangement
is transferred to the buyers only upon full payment of the contract price.

With respect to credit risk arising from the other financial assets of the Group, exposure to
credit risk arises from default of the counterparty, with a maximum exposure equal to the
carrying amount of these instruments. The Group transacts only with institutions or banks
which have demonstrated financial soundness for the past 5 years.

The Group’s maximum exposure to credit risk as of September 30, 2023 and December 31,
2022 is equal to the carrying values of its financial assets amounting to P
=6,897.24 million and
=6,234.53 million, respectively, which excludes cash on hand amounting to P
P =1.26 million and
=1.26 million respectively, and ICRs with carrying values of P
P =8,838.71 million and P
=8,584.32
million, respectively.

Cash and cash equivalents and rental deposits - these are considered as high-grade financial
assets as these are entered into with reputable counterparties.

Contract assets and receivables other than advances to condominium-corporation - these are
considered as high grade since there are no default in payments.

Due from related parties - these are considered as standard grade as these are settled on time
or are slightly delayed due to unresolved concerns.

As of September 30, 2023 and December 31, 2022, the Group has not recognized an expected
credit loss on its financial assets.

Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet
commitments associated with financial instruments. Liquidity risk may result from either the
inability to sell financial assets quickly at their fair values; or the counterparty failing on
repayment of a contractual obligation; or inability to generate cash inflows as anticipated. The
Group monitors its cash flow position, debt maturity profile and overall liquidity position in
assessing its exposure to liquidity risk. The Group maintains a level of cash deemed sufficient
to finance its cash requirements. Operating expenses and working capital requirements are
sufficiently funded through cash collections. The Group maintains adequate credit facilities
with various financial institutions and reviews regularly the maturity profile of its bank loans
and notes payable to ensure availability of funding.

*SGVFS186780*
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The following table shows the maturity profile of the Group’s financial assets used for liquidity
purposes and liabilities based on contractual undiscounted payments:

September 30, 2023


Within 1 Year 1 - 5 years Total
Financial assets
Cash and cash equivalents P
=3,831,615,470 =–
P P
=3,831,615,470
Short-term investments 18,258,017 – 18,258,017
Receivables* 9,683,824,171 1,062,900,379 10,746,724,550
Due from related parties 1,101,240,952 – 1,101,240,952
Rental Deposits – 97,313,190 97,313,190
P
=14,634,938,610 P
=1,160,213,569 P
=15,795,152,179
Other financial liabilities
Accounts and other payables** P
=2,671,298,117 P
=– P
=2,671,298,117
Due to related parties 382,178,187 – 382,178,187
Short-term debt 579,012,745 – 579,012,745
Liability from purchased land 67,200,000 451,595 67,651,595
Long-term debt:
Principal 3,979,919,509 5,321,544,056 9,301,463,565
Interest – 51,878,941 51,878,941
Bonds payable:
Principal 3,000,000,000 6,000,000,000 9,000,000,000
Interest 7,150,495 100,830,471 107,980,966
Lease liability 14,404,534 9,153,805 23,558,339
Security deposits – 705,572,776 705,572,776
P
=10,701,163,587 P
=12,189,431,644 P
=22,890,595,231
*Excluding receivables from employees and agents amounting to = P698.98 million as of September 30, 2023.
** Excluding customers’ advances and statutory liabilities amounting to =
P2,750.44 million and =
P 206.24 million, respectively,
as of September 30, 2023.

December 31, 2022


Within 1 Year More than 1 year Total
Financial assets
Cash and cash equivalents =4,130,877,582
P P–
= =4,130,877,582
P
Short-term deposits 36,786,565 – 36,786,565
Receivables* 9,462,414,681 109,043,517 9,571,458,198
Due from related parties 975,322,703 – 975,322,703
Rental deposits – 95,958,665 95,958,665
=14,605,401,531
P =205,002,182
P =14,810,403,713
P
Financial liabilities
Accounts and other payables** =3,256,518,941
P P–
= =3,256,518,941
P
Due to related parties 358,060,626 – 358,060,626
Short-term debt 235,141,310 – 235,141,310
Liability from purchased land 67,200,000 63,782,533 130,982,533
Long-term debt:
Principal 2,192,453,618 8,813,861,924 11,006,315,542
Interest – 60,940,103 60,940,103
Bonds payable:
Principal – 6,000,000,000 6,000,000,000
Interest – 82,746,077 82,746,077
Lease liabilities 15,434,671 12,297,519 27,732,190
Refundable deposits 61,343,009 769,131,246 830,474,255
=6,186,152,175
P =15,802,759,402
P =21,988,911,577
P
* Excluding other receivables from employees amounting to = P382.87 million as of December 31, 2022.
**Excluding customers’ advances and statutory liabilities amounting to =
P1,645.01 million and =
P 93.16 million, respectively, as
of December 31, 2022.

*SGVFS186780*
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Foreign currency risk


Financial assets and credit facilities of the Group, as well as major contracts entered into for
the purchase of raw materials, are mainly denominated in Philippine Peso.

Interest rate risk


Interest rate risk is the risk that changes in the market interest rates will reduce the Group’s
current or future earnings and/or economic value. The Group’s interest rate risk management
policy centers on reducing the overall interest expense and exposure to changes in interest
rates. Changes in market interest rates relate primarily to the Group’s interest-bearing debt
obligations with floating interest rates or rates subject to repricing as it can cause a change in
the amount of interest payments.

There is no other impact on the Group’s total comprehensive income other than those already
affecting the net income.

33. Notes to Unaudited Interim Consolidated Statements of Cash Flows

a. Accretion of unamortized discount for noninterest-bearing contracts receivable


amounting to = P40.12 million and P =111.83 million for the nine-month periods ended
September 30, 2023 and 2022, respectively.
b. Borrowing costs capitalized in real estate inventories amounting to = P121.05 million and
=176.72 million for the nine-month periods ended September 30, 2023 and 2022,
P
respectively (see Note 13).
c. Amortization of deferred financing costs amounting to = P40.71 million and =
P87.78 million
for the nine-month periods ended September 30, 2023 and 2022, respectively
(see Notes 19 and 20).
d. Dividends declared amounting to P =77.84 million and =P50.38 million are unpaid as of
September 30, 2023 and 2022 (see Note 16).
e. Additions to right-of-use assets and increase in lease liabilities amounting nil and
=60.51 million for the nine-month period ended September 30, 2023 and 2022,
P
respectively (see Note 29).
f. Interest accretion of lease liability amounting to P
=6.50 million and = P1.28 million for the
nine-month period ended September 30, 2023 and 2022, respectively (see Note 29).
g. Interest accretion on deposits for preferred shares amounting to = P83.40 million for the
nine-month period ended September 30, 2023 (see Note 30).

*SGVFS186780*
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Changes in liabilities arising from financing activities


Septmebr 30, 2023
Beginning of the Deferred financing Amortization of Dividend Other
year Cash flows cost application discount declaration movements End of the year
Short-term and long-term debts P
=11,241,456,852 (P
= 1,421,920,649) =–
P = 9,061,166
P =–
P =–
P P
=9,828,597,369
Bonds payable 5,917,253,923 3,000,000,000 (82,114,920) 31,643,824 – – 8,866,782,827
Non-controlling interest 2,312,344,491 (500,000,000) – – – 456,863,729 2,269,208,220
Due to related parties 358,060,626 31,867,165 – – – – 389,927,791
Dividends payable 52,980,640 (216,381,855) – – 241,241,409 – 77,840,194
Lease liabilities 27,732,190 (10,674,741) – – – 6,500,889 23,558,338
Deposits for preferred shares 951,925,494 1,005,118 – – – 83,404,603 1,036,335,215
Treasury Shares – preferred shares – (3,000,000,000) – – (3,000,000,000)
Deferred financing costs – (82,114,920) 82,114,920 – – – –
= 20,861,754,216
P (P
= 2,198,219,882) =–
P = 40,704,990
P = 241,241,409
P 546,769, = 19,492,249,954
P

September 30, 2022


Beginning of the Deferred financing Amortization of Dividend Other
year Cash flows cost application discount declaration movements End of the year
Short-term and long-term debts = 12,306,967,433
P (P
= 1,349,803,343) (P
= 38,936,408) = 56,122,195
P =–
P =–
P P
=10,974,349,877
Bonds payable 5,947,195,429 – (69,907,011) 31,657,119 – – 5,908,945,537
Non-controlling interest 1,630,172,289 120,000,000 – – – 369,095,681 2,119,267,970
Due to related parties 317,358,734 18,305,153 – – – – 335,663,887
Dividends payable 52,980,640 (151,148,249) – – 151,148,249 – 52,980,640
Lease liabilities 57,139,963 (13,358,816) – – – 61,786,051 105,567,198
Deposits for preferred shares 1,036,353,927 (38,399,561) – – – – 997,954,366
Deferred financing costs – (108,843,419) 108,843,419 – –
= 21,348,168,415
P (P
= 1,523,248,235) =–
P = 87,779,314
P = 151,148,249
P = 430,881,732
P = 20,494,729,475
P
f
December 31, 2022
Beginning of the Deferred financing Amortization of Dividend Other
year Cash flows cost application discount declaration movements End of the year
Short-term and long-term debts = 12,306,967,433
P (P
= 1,092,637,317) (P
= 46,897,795) = 74,024,531
P =–
P =–
P P
=11,241,456,852
Bonds payable 5,947,195,429 – (69,907,011) 39,965,505 – – 5,917,253,923
Non-controlling interest 1,630,172,289 120,000,000 – – – 562,172,202 2,312,344,491
Due to related parties 317,358,734 40,701,892 – – – – 358,060,626
Dividends payable 52,980,640 (201,531,000) – – 201,531,000 – 52,980,640
Lease liabilities 57,139,963 (29,407,773) – – – – 27,732,190
Deposits for preferred shares 1,036,353,927 (30,248,038) – – – (54,180,395) 951,925,494
Deferred financing costs – (116,804,806) 116,804,806 – – – –
= 21,348,168,415
P (P
= 1,309,927,042) =–
P = 113,990,036
P = 201,531,000
P = 507,991,807
P = 20,861,754,216
P

*SGVFS186780*
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITOR’S REPORT


ON RECONCILIATION OF RETAINED EARNINGS
AVAILABLE FOR DIVIDEND DECLARATION

The Stockholders and the Board of Directors


Century Properties Group Inc.
21st Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have reviewed in accordance with Philippine Standard on Review Engagement 2410, Review of
Interim Financial Information Performed by the Independent Auditor of the Entity, the unaudited interim
condensed consolidated financial statements of Century Properties Group Inc. (the Company) and its
Subsidiaries (collectively, “the Group”) as at September 30, 2023 and for the nine-month periods ended
September 30, 2023 and 2022, and have issued our report thereon dated November 30, 2023. Our review
was made for the purpose of expressing a conclusion on the basic interim condensed consolidated
financial statements of the Group taken as whole. The Company’s schedule of retained earnings available
for dividend declaration is the responsibility of the Company’s management. The schedule is presented
for purposes of complying with the Revised Securities Regulation Code Rule 68 and is not part of basic
interim condensed consolidated financial statements. The schedule has been subjected to the procedures
applied in the review of the basic interim condensed consolidated financial statements of the Group, and
based on our review, nothing has come to our attention that causes us to believe that the information
required to be set forth therein in relation to the interim condensed consolidated financial statements of
the Group taken as a whole has not been prepared, in all material respects, in accordance with Philippine
Accounting Standard 34, Interim Financial Reporting, as modified by the application of the financial
reporting reliefs issued and approved by the Securities and Exchange Commission, as described in Note 2
to the interim condensed consolidated financial statements.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2021, November 10, 2021, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

November 30, 2023

*SGVFS186780*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITORS’ REPORT


ON INTERIM COMPONENTS OF FINANCIAL SOUNDNESS INDICATORS

The Stockholders and the Board of Directors


Century Properties Group Inc.
35th Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have reviewed in accordance with Philippine Standard on Review Engagements 2410, Review of
Interim Financial Information Performed by the Independent Auditor of the Entity, the unaudited interim
condensed consolidated financial statements of Century Properties Group Inc. and its subsidiaries
(collectively, the “Group”) as at September 30, 2023 and for the nine-month periods ended September 30,
2023 and 2022, and have issued our report thereon dated November 30, 2023. Our review was made for
the purpose of expressing a conclusion on the basic interim condensed consolidated financial statements
taken as whole. The Supplementary Schedule of Financial Soundness Indicators, including their
definitions, formulas, calculation, and their appropriateness or usefulness to the intended users, are the
responsibility of the Group’s management. These financial soundness indicators are not measures of
operating performance defined by Philippine Accounting Standards 34 (PAS 34), Interim Financial
Reporting, as modified by the application of the financial reporting reliefs issued and approved by the
Securities and Exchange Commission (SEC), as described in Note 2 to the interim condensed
consolidated financial statements, and may not be comparable to similarly titled measures presented by
other companies. This schedule is presented for the purpose of complying with the Revised Securities
Regulation Code Rule 68 issued by the SEC, and is not a required part of the basic interim condensed
consolidated financial statements in accordance with PAS 34, as modified by the application of the
financial reporting reliefs issued and approved by the SEC, , as described in Note 2 to the interim
condensed consolidated financial statements. The components of these financial soundness indicators
have been traced to the Group’s unaudited interim condensed consolidated financial statements as at
September 30, 2023 and for nine-month periods ended September 30, 2023 and 2022 and no material
exceptions were noted.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2021, November 10, 2021, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

November 30, 2023

*SGVFS186780*
A member firm of Ernst & Young Global Limited
SyCip Gorres Velayo & Co. Tel: (632) 8891 0307
6760 Ayala Avenue Fax: (632) 8819 0872
1226 Makati City ey.com/ph
Philippines

INDEPENDENT AUDITORS’ REPORT


ON INTERIM SUPPLEMENTARY SCHEDULES

The Stockholders and the Board of Directors


Century Properties Group Inc.
35th Floor, Pacific Star Building
Sen. Gil Puyat corner Makati Avenue
Makati City

We have reviewed in accordance with Philippine Standard on Review Engagements 2410, Review of
Interim Financial Information Performed by the Independent Auditor of the Entity, the unaudited interim
condensed consolidated financial statements of Century Properties Group Inc. and it subsidiaries
(collectively, the “Group”) as at September 30, 2023 and for the nine-month periods ended September 30,
2023 and 2022 and have issued our report thereon dated November 30, 2023. Our review was made for
the purpose of expressing a conclusion on the basic interim condensed consolidated financial statements
taken as whole. The schedules listed in the Index to the Interim Condensed Consolidated Financial
Statements and Supplementary Schedules are the responsibility of the Group’s management. These
schedules are presented for purposes of complying with Revised Securities Regulation Code Rule 68, and
are not part of the basic interim condensed consolidated financial statements. These schedules have been
subjected to the procedures applied in the review of the basic interim condensed consolidated financial
statements and, based on our review, nothing has come to our attention that causes us to believe that the
information required to be set forth therein in relation to the basic interim condensed consolidated
financial statements taken as a whole has not been prepared, in all material respects, in accordance with
Philippine Accounting Standard 34, Interim Financial Reporting, as modified by the application of the
financial reporting reliefs issued and approved by the Securities and Exchange Commission, as described
in Note 2 to the interim condensed consolidated financial statements.

SYCIP GORRES VELAYO & CO.

Ma. Emilita L. Villanueva


Partner
CPA Certificate No. 95198
Tax Identification No. 176-158-478
BOA/PRC Reg. No. 0001, August 25, 2021, valid until April 15, 2024
SEC Partner Accreditation No. 95198-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
SEC Firm Accreditation No. 0001-SEC (Group A)
Valid to cover audit of 2021 to 2025 financial statements of SEC covered institutions
BIR Accreditation No. 08-001998-141-2021, November 10, 2021, valid until November 9, 2024
PTR No. 9566019, January 3, 2023, Makati City

November 30, 2023

*SGVFS186780*
A member firm of Ernst & Young Global Limited
INDEX TO THE FINANCIAL STATEMENTS AND SUPPLEMENTARY
SCHEDULES

Schedule Contents

A Financial Assets

B Amounts Receivable from Directors, Officers, Employees, Related


Parties, and Principal Stockholders (Other than Related parties)

C Amounts Receivable from Related Parties which are Eliminated


during the Consolidation of Financial Statements

D Intangible Assets - Other Assets

E Long-Term Debt

F Indebtedness to Related Parties

G Guarantees of Securities of Other Issuers

H Capital Stock

I Financial Soundness Indicators

J Map Showing the Relationships Between and Among the Companies in the
Group, its Ultimate Parent Company and Co-subsidiaries

K Reconciliation of Retained Earnings Available for Dividend Declaration

L Schedule of Preferred Share Proceeds

M Schedule of Bond Proceeds


SCHEDULE A

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF FINANCIAL ASSETS
SEPTEMBER 30, 2023

Number of shares or
Amount shown in Income received
principal amount of
the balance sheet or accrued
bonds and notes
Cash and cash equivalents =–
P P
=3,831,615,470 P
=113,363,414
Short-term investments 18,258,017 4,243,625
Receivables
Trade receivables:
ICR – 9,639,355,420 40,118,329
Leasing receivables – 609,101,048 –
Management fee – 185,304,335 –
Advances to condominium
corporations – 105,312,491 –
Advances to customers – 123,882,955 –
Other receivables – 83,768,301
Due from related parties – 1,101,240,952 –
Rental deposit – 97,313,190 –
=–
P P
=15,795,152,179 P
=157,725,368
SCHEDULE B

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
DIRECTORS, OFFICERS, EMPLOYEES, RELATED PARTIES, AND
PRINCIPAL STOCKHOLDERS (OTHER THAN RELATED PARTIES)
SEPTEMBER 30, 2023

Name and Balance at


Designation of beginning Amounts Not Balance at the end of the
debtor of period Additions collected Current Current period
Officers,
Directors and =28,144,104
P =12,408,688
P (P
=10,135,252) =30,417,540
P =–
P =30,417,540
P
Employees
SCHEDULE C

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF AMOUNTS RECEIVABLE FROM
RELATED PARTIES WHICH ARE ELIMINATED DURING THE
CONSOLIDATION OF FINANCIAL STATEMENTS
SEPTEMBER 30, 2023

Receivable
Payable Balance Current Portion
Balance
CPGI =11,503,700,225
P (P
=2,356,968,183) =9,146,732,042
P
CLC 1,056,297,908 (8,388,837,219) (7,332,539,311)
PPHI 365,755,678 (92,335,457) 273,420,221
CCDC 5,954,753,278 (6,582,131,838) (627,378,560)
CCC 21,085 (1,225,500,714) (1,225,479,629)
CPMI 49,583,577 (30,453,151) 19,130,426
CDLC – (253,885,189) (253,885,189)
Total Eliminated
Receivables/Payables =18,930,111,751
P (P
=18,930,111,751) =–
P
SCHEDULE D

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INTANGIBLE ASSETS - OTHER ASSETS
SEPTEMBER 30, 2023

Other
Charge changes
d to addition
Charged to other s
Beginning Additions cost and accoun (deducti Ending
Description Balance at cost expenses ts ons) Balance
Trademark =3,024,289
P =–
P =–
P =–
P =– P
P =3,024,289
Software Cost 39,317,744 6,889,135 (3,174,059) – – 43,032,820
=42,342,033
P =6,889,135
P (P
=3,174,059) =–
P =– =
P P46,057,109
SCHEDULE E

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF LONG-TERM DEBT AND BONDS
PAYABLE
SEPTEMBER 30, 2023

Long-term Debt and Bonds Payable

Amount shown under Amount shown under


Amount caption "Current caption “Noncurrent
Title of Issue and authorized by Liabilities” in related Liabilities” in related
type of obligation indenture balance sheet balance sheet
Term Loan =7,814,046,565
P =3,192,990,304
P =4,621,056,261
P
Payable under CTS
1,435,523,605 786,914,751 648,608,854
financing
Chattel Mortgage 14,454 14,454 –
Bonds payable 8,866,782,827 2,992,849,505 5,873,933,322
=18,116,367,451
P =6,972,769,014
P =11,143,598,437
P
SCHEDULE F

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF INDEBTEDNESS TO RELATED PARTIES
(LONG-TERM LOANS FROM RELATED COMPANIES)
SEPTEMBER 30, 2023

Indebtedness to related parties (Long-term loans from Related Companies)


Balance at beginning of
Name of related party period Balance at end of period

N/A
SCHEDULE G

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF GUARANTEES OF SECURITIES OF
OTHER ISSUERS
SEPTEMBER 30, 2023

Guarantees of Securities of Other Issuers


Amount
Name of issuing entity owned by
of securities guaranteed Title of issue person for
by the company for of each class Total amount which
which this statement is of securities guaranteed and statement is Nature of
filed guaranteed outstanding file guarantee

N/A
SCHEDULE H

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SUPPLEMENTARY SCHEDULE OF CAPITAL STOCK
SEPTEMBER 30, 2023

Capital Stock
Number of Number of
shares issued shares reserved
and outstanding for options
Number of as shown under warrants, Number of Directors,
shares related balance conversion and shares held by officers and
Title of Issue authorized sheet caption other rights related parties employees Others
Common Shares 15,000,000,000 11,599,600,690 – – 9 –
*All nine (9) directors have one (1) nominal common shares issued
SCHEDULE I

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF FINANCIAL SOUNDNESS INDICATORS
SEPTEMBER 30, 2023

Financial ratios September 30, 2023 September 20, 2022


(Unaudited) (Unaudited)
Current/Liquidity Ratios
Current Assets 35,719,516,285 33,951,432,879
Current Liabilities 17,213,310,516 11,435,171,145
Current Ratios 2.1 3.0
Current Assets 35,719,516,285 33,951,432,879
Inventory 16,658,863,431 15,519,401,708
Quick Assets 19,060,652,854 18,432,031,171
Current Liabilities 17,213,310,516 11,435,171,145
Quick Ratios 1.1 1.6
Liabilities and Debt Ratios
Short-term debt 579,012,745 304,454,458
Long-term debt - Current 3,979,919,509 2,600,048,005
Long-term debt - Non-current 5,269,665,115 8,069,847,414
Bonds payable 8,866,782,827 5,908,945,537
Debt 18,695,380,196 16,883,295,414
Equity 21,355,629,647 23,460,424,263
Debt-to-Equity 0.9 0.7

Debt 18,695,380,196 16,883,295,414


Cash and Cash Equivalents 3,831,615,470 3,327,745,535
Net Debt 14,863,764,726 13,555,549,879
Equity 21,355,629,647 23,460,424,263
Net Debt-to-Equity 0.7 0.6

Debt 18,695,380,196 16,883,295,414


EBITDA (annualized for interim) 3,502,352,588 2,564,548,521
Debt-to-EBITDA 5.3 6.6

Income before Income Tax 1,647,729,386 1,296,129,556


Interest expense 890,121,045 581,023,635
Depreciation and amortization 88,914,010 46,258,200
EBITDA 2,626,764,441 1,923,411,391
Asset to Equity Ratios
Total Assets 54,256,942,249 53,629,580,708
Total Equity 21,355,629,647 23,460,424,263
Asset to Equity Ratio 2.5 2.3

Liabilities to Equity Ratios


Total Liabilities 32,901,312,602 30,169,156,444
Total Equity 21,355,629,647 23,460,424,263
Liabilities to Equity Ratio 1.5 1.3

Financial ratios September 30, 2023 September 30, 2022


(Unaudited) (Unaudited)
-2-

Profitability ratios
Revenue 9,694,596,140 8,748,457,563
Gross Profit 4,389,662,114 3,612,546,825
Gross Profit Ratio 45% 41%

Net Income Attributable to Equity holders of


847,249,019 777,257,658
the Parent Company
Revenue 9,694,596,140 8,748,457,563
Net Income Margin 8.7% 8.9%

Total Net Income after tax (annualized) 1,738,816,997 1,528,471,119


Total Asset CY 54,256,942,249 53,629,580,708
Total Asset PY 53,931,100,448 54,506,509,548
Average total asset 54,094,021,349 54,068,045,128
Return on Asset 3.2% 2.8%

Total Net Income after tax 1,738,816,997 1,528,471,119


Total Equity CY 21,355,629,647 23,460,424,263
Total Equity PY 23,792,541,874 22,350,664,641
Average total equity 22,574,085,761 22,905,544,452
Return on Equity 7.7% 6.7%

Net Income 1,304,112,748 1,146,353,338


Revenue 9,694,596,140 8,748,457,563
Net Income Margin 13.5% 13.1%
*Annualized total net income after tax is computed as (Net income for the 9-month period September 30/9 months x 12 months).

/
SCHEDULE J

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


MAP SHOWING THE RELATIONSHIPS BETWEEN AND AMONG THE
COMPANIES IN THE GROUP, ITS ULTIMATE PARENT COMPANY AND CO-
SUBSIDIARIES
SEPTEMBER 30, 2023

Century Properties Group Inc. (CPGI) – incorporated in May 6, 1975, CPGI is the listed Company of
CPI with property development corporations as subsidiaries.

CPGI Subsidiaries
Century City Development Corporation (CCDC) – incorporated in 2006, is focused on developing
mixed-use communities that contain residences, office and retail properties. CCDC is currently
developing Century City, a 3.4 hectare mixed-use development along Kalayaan Avenue, Makati City.
CCDC has fourteen local subsidiaries.

Milano Development Corporation (MDC) & Centuria Medical Development Corporation (CMDC)
– are wholly owned subsidiaries of CCDC. Affiliated company under CCDC includes CCDC II.

Century Communities Corporation – incorporated in 1994, is focused on horizontal house and lot
developments. From the conceptualization to the sellout of a project, CCC provides experienced
-2-

specialists who develop and execute the right strategy to successfully market a project. CCC is currently
developing Canyon Ranch, a 25-hec house and lot development located in Carmona, Cavite. 100% owned
by CPGI.

Century Limitless Corporation (CLC) – incorporated in 2008, is Century’s brand category that focuses
on developing high-quality, affordable residential projects. Projects under CLC caters to first-time home
buyers, start-up families and investors seeking safe, secure and convenient homes. It has one internal
branch office in Singapore namely CLC Singapore. CLC is 100%owned by CPGI.

Phirst Park Homes, Inc. (PPHI) – incorporated in 2018, is the new First-Home brand of PHirst Park
Homes Incorporated, a company born from the partnership between one of the leading real estate
companies in the Philippines, CPGI (60%). and Japanese global integrated business enterprise, Mitsubishi
Corporation (40%). It focuses in developing affordable horizontal house and lot development, it aims to
promote a balanced life that enhances one’s way of living and overall value where they and their families
can thrive in a safe and secured environment.

Century Nuliv Development Corporation (CNDC) –incorporated in 2020, is Century’s newest brand
catergory which will focus on building townhouses and other low-rise structures while focusing on
sustainability, health and wellness. Projects under CNDC offers homes which come in a range of choices:
upscale and premium town villas, homes and enclaves. CNDC is 100% owned by CPGI.
SCHEDULE K

Reconciliation of Retained Earning Available for Dividend Declaration


For the repoing period ended September 30, 2023

CENTURY PROPERTIES GROUP, INC.


35F, Century Diamond Tower, Century City, Kalayaan Ave. cor Salamanca St., Poblacion, Makati City

Unappropriated Retained Earnings, beginning of reporting period P


=210,150,501
Add: Category A: Items that are directly credited to Unappripriated
Retained Earnings
Reversal of Retained Earnings Appropriation/s P
=−
Effect of restatements of prior-period adjustments −
Others (decribe nature) − −
Less: Category B: Items that are directly debited to Unappropriated
Retained Earnings P
=−
Dividende declaration during the reporting period 241,241,407
Retained Earning appropriated during the reporting period −
Effet of restatemen of prior-period adjustements −
Other (desribe nature) − (241,241,407)
Unappropriated Retained ernings, as adjusted (P
= 31,090,906)
Add/Les: Net Income (loss) for the current year 319,607,586

Less: Category C.1: Unrealized income recognized in the profit or loss


during the reporting period (net of tax)
Equity in net income of associate/joint venture, net of dividends declared P
=−
Unrealized foreign exchange gain, except thos attributable to cash and
cash equivalents −
Unrealized fair alue adjustment (mark-to-market gains) of financial
intruments at fair value trough profit or loss (FVTPL) −
Unrealized fair value gain of Investment Property −
Other unrealized gains or adjustments to the retained earnings as a
result of cetain transactions accounted for under the PFRS (describe
nature) −
Sub-total −
Add: Category C.2: Unrelized income recognized in the profir or loss in
prior reporting periods but realized in the current reporting period (net of tax)
Realized foreigh exchange gain, except those attributable to Cash and
cash equivalents P
=−
Realized fair value adjustment (market-market gains) of financial
instruments at fair vale trough profit or loss (FVTPL) −
Realized fair value gain of Investment Property −
Other realized gains or adjustemnet to the retained earnings as a result
of certain transactions accounted for under the PFRS (describe nature) −
Sub-total −
Add: Category C.3: Unrelized income recognized in profit or loss in
prior periods but reversed in the current reporting period (net of tax) P
=−
Reversal of previously recorded fair value adjustment (mark-to-
market gains) of financial instruments at fai vale trough profit or loss
(FVTPL) −
Reversal of previously recorded fair vaue gain of Investment Property −
Reversa; of other unrealized gains or adjustments to the retained
earnings as a result of certain transactions accounted for under the
PFRS, previously recorded (describe nature) −
Sub-total −

Adjusted Net Income/Loss P


=319,607,586
Add: Category D: Non-actual losses recognized in profit or loss during
the reporing period (net of tax)
Depreciation on revaluation increment (after tax) P
=−
Sub-total −

Add/Less: Category E: Adjustments related to relief granted by the SEC


and BSP
Amortization of the effect of reporting relief P
=−
Total amount of reporting relief granted during the year −
Others (describe nature) −
Sub-total −
Add/Less: Category F: Other items that should be excluded from the
determination of the amount of available for dividend distribution
Net movement of treasury shares (except for reacquisition of
redeemable shares) P
=−
Net movement of deferred tax asset not considered in the reconciling
items under the previous categories −
Net movemenet in deferred tax asset and deferred tax liabilities
related to same transaction, e.g. set up of right of use of the asset and lease
liability, set-up of asset and asset retirement obligation, and set-up of service
concession asset and concession payable −
Adjustment due to deviation from PFRS/GAAP - gain (loss) −
Others (describe nature) −
Sub-total −

Total Retained Earnigs, end of the reporting period available for dividend P
=288,516,680
SCHEDULE L

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF BONDS PROCEEDS
SEPTEMBER 30, 2023

P
=3.0 BILLION BONDS DUE ON 2024
ESTIMATED PER
Use of Proceeds ACTUAL
PROSPECTUS
Estimated proceeds from the sale of Bonds =3,000,000,000
P =3,000,000,000
P
Less: Upfront fees
SEC registration and legal research fee 1,325,625 1,325,625
Underwriting fees 22,500,000 22,500,000
DST 22,500,000 22,500,000
Estimated Professional and Agency Fees 9,343,100 14,306,538
Listing application fees 100,000 100,000
Other Miscellaneous expense 50,000 44,837
Subtotal =55,818,725
P =60,777,000
P
Net proceeds =2,944,181,275
P =2,939,223,000
P

Balance of Proceeds as of September 30, 2023 NIL


Century Properties Group, Inc. raised from the Bonds gross proceeds of = P3.0 billion. After
issue-related expenses, actual net proceeds amounted to approximately P=2.94 billion were used
to partially repay existing obligations of the Company, and partially finance capital expenditures
of vertical project development and other corporate fund requirements.

P
=3.0 BILLION BONDS DUE ON 2027
ESTIMATED PER
Use of Proceeds ACTUAL
PROSPECTUS
Estimated proceeds from the sale of Bonds =3,000,000,000
P =3,000,000,000
P
Less: Upfront fees
SEC registration and legal research fee 1,325,625 1,325,625
Underwriting fees 22,500,000 22,500,000
DST 22,500,000 22,500,000
Estimated Professional and Agency Fees 9,343,100 23,436,549
Listing application fees 100,000 100,000
Other Miscellaneous expense 50,000 44,837
Subtotal =55,818,725
P =69,907,011
P
Net proceeds =2,944,181,275
P =2,930,092,989
P

Balance of Proceeds as of September 30, 2023 NIL


Century Properties Group, Inc. raised from the Bonds gross proceeds of = P3.00 billion. After
issue-related expenses, actual net proceeds amounted to approximately P=2.93 billion were used
to partially repay existing obligations of the Company, and partially finance capital expenditures
of vertical project development and other corporate fund requirements.
SCHEDULE M

CENTURY PROPERTIES GROUP INC. AND SUBSIDIARIES


SCHEDULE OF BONDS PROCEEDS
September 30, 2023

P
=3.0 BILLION BONDS
 P=0.7 billion due on 2027
 P=1.3 billion due on 2028
 P=1.0 billion due on 2030

ESTIMATED PER
Use of Proceeds ACTUAL
PROSPECTUS
Estimated proceeds from the sale of
P
=3,000,000,000 P
=3,000,000,000
Bonds
Less: Upfront fees
SEC registration and legal research fee 757,530 757,530
Underwriting fees 22,500,000 22,500,000
DST 22,500,000 22,500,000
Estimated Professional and Agency Fees 9,683,000 7,526,920
Listing application fees 300,000 300,000
Other Miscellaneous expense 50,000 50,000
Subtotal P
=55,790,530 P
=53,634,450
Net proceeds P
=2,944,209,470 P
=2,946,365,550

Balance of Proceeds as of September 30, 2023 NIL

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