COVER SHEET T H E C O U N T R Y C L U B A T T A G A Y T A Y H I G H L A N D S, I N C. (Company's Full Name)

Transcription

1 COVER SHEET A S SEC Registration Number T H E C O U N T R Y C L U B A T T A G A Y T A Y H I G H L A N D S, I N C. (Company's Full Name) T A G A Y T A Y H I G H L A N D S C O M P L E X, B A R A N G A Y C A L A B U S O, T A G A Y T A Y C I T Y, P H I L I P P I N E S (Business Address: No. Street City / Town / Province) RUTH V. RICARDO Company Telephone Number Month Day Month Day Fiscal Year Annual Meeting DEFINITIVE 20-IS Form Type Secondary License Type, if applicable Department Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be Accomplished by SEC Personnel Concerned File Number LCU Document I.D. Cashier STAMPS Remarks = pls. use black ink for scanning purposes

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3 r-.. "'1, 'Sf!' tw.l...!&.\ff')i...- ""- -' I t 1 ffnfof 1. Check the appropriate box: SECURITIES ANO EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE ( I Preliminary Information Statement IX] Definitive Information Statement 2. Nome of Registrant as specified in its charter: The Country Club at Tagaytay Hlghlands, Inc. (the "Country Club" or "TCCATHI") 3. Tagaytay Highlands Complex, Brgy. Calabuso, Tagaytay City, Phlllpplnes Province. country or other jurisdiction of incorporation or organization 4. SEC Identification Number: BIR Tax identification Code: Address of principal office: Bo. Calabuso, Tagaytay City Postal Code: Registrant's telephone number. including area code: (046) Date. time and place of the meeting of security holders: Date: 26 May 2018 Time: 8:30 a.m. Place: Montana Hall, Highlanders Steakhouse Tagaytay Hlghlands Complex, Brgy. Calabuso, Tagaytay City, 9. Approximate date on which the Information Statement is to be sent or given to security holders: 3 May 2018 I 0. Securities registered pursuant to Sections 8 and 12 of the Code or Section 4 and 8 of the RSA (information on number of shares and amount of debt is applicable only to corporate registrants): Title of Each Class No. of shares of Common Stock Outstanding as of 30 April 2018 Proprietary Shares 5, Are any or all registrant's securities listed on a Stock Exchange? Yes [ J No [ x J WE ARE NOT ASKING YOU FOR A PROXY ANO YOU ARE REQUESTED NOT TO SEND US A PROXY. 2

4 GENERAL INFORMATION ITEM 1.DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS DATE: 26 May 2018 TIME: PLACE: 8:30 a.m. Montana Hall, Highlanders Steakhouse Tagaytay Highlands Complex, Brgy. Calabuso, Tagaytay City Mailing address: Tagaytay Highlands Complex, Brgy. Calabuso, Tagaytay City Approximate date on which the Information Statement is to be sent or given to security holders: 3 May 2018 ITEM 2. DISSENTER S RIGHT OF APPRAISAL The matters to be voted upon in the Annual Stockholders Meeting on 26 May 2018 are not among the instances enumerated in Sections 42 and 81, Title X of the Corporation Code whereby the right of appraisal, defined to be the right of any stockholder to dissent and demand payment of the fair value of his shares, may be exercised. The instances where the right of appraisal may be exercised are as follows: 1. In case any amendment to the Articles of Incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those outstanding shares of any class, or of extending or shortening the term of corporate existence; 2. In case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets as provided in the Corporation Code; 3. In case the Company decides to invest its funds in another corporation or business outside of its primary purpose; and 4. In case of merger or consolidation. ITEM 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON a. No person who has been a director or officer or a nominee for election as director of the Country Club or associate of such persons, have a substantial interest, direct or indirect in any matter to be acted upon. b. No director of the Country Club has informed the Country Club in writing that he intends to oppose any action to be taken by the Country Club at the meeting. 3

5 CONTROL AND COMPENSATION INFORMATION ITEM 4. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF a. The Country Club has 5,000 outstanding shares as of 30 April Each common share shall be entitled to one (1) vote with respect to all matters to be taken up during the annual stockholders meeting with the exception of the election of directors as indicated in item (c) below. b. The record date for determining stockholders entitled to notice of and to vote during the annual stockholders' meeting is on 30 April c. In the forthcoming annual stockholders' meeting, stockholders shall be entitled to elect five (5) members to the Board of Directors. Each stockholder may vote such number of shares for as many as five (5) persons he may choose to be elected from the list of nominees, or he may cumulate said shares and give one candidate as many votes as the number of his shares multiplied by five (5) shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit, provided that the total number of votes cast by him shall not exceed the number of shares owned by him multiplied by five (5). d. Security Ownership of Certain Record and Beneficial Owners Security Ownership of Certain Record and Beneficial Owners The following table shows the record and beneficial owners owning more than 5% of the outstanding capital stock of the Country Club as of 30 April 2018: (1)Title of Class All Common Proprietary Share (2) Name, address of record owner and relationship with issuer Belle Corporation* 28/F East Tower Phil. Stock Exchange Centre, Exchange Road Ortigas Center, Pasig City, Metro Manila (3) Name of Beneficial Owner and Relationship with Record Owner (4) Citizenship (5) No. of Shares Held (6) Percent Same with record owner Filipino 2,312 shares 46.24% Proprietary Share Ivory Holdings** Filipino 267 shares 5.34% *Belle Corporation is a publicly-listed corporation. Its Board of Directors is composed of Messrs. Jose T. Sio, Willy N. Ocier, Elizabeth Anne C. Uychaco, Manuel A. Gana, Arthur L. Amansec, Jacinto C. Ng, Jr., Virginia A. Yap, Cesar E. A. Virata, Gregorio U. Kilayko, Amando M. Tetangco, Jr., and Emilio S. De Quiros, Jr. Mr. Willy N. Ocier has been designated by Belle Corporation to vote on its behalf. All the members of the Board of Directors of Belle Corporation are Filipino citizens. **Mr. Joseph Chua or, in his absence, the Chairman of the stockholders meeting have been designated by Ivory Holdings Inc. to vote for and on its behalf. The top 20 stockholders of Ivory Holdings, Inc. is not known to the Country Club. 4

6 The top 20 stockholders of Belle Corporation as of 31 March 2018 are as follows: Stockholders Type / Class Outstanding & Issued Shares 1 BELLESHARES HOLDINGS, INC. Common 2,604,740, PCD NOMINEE CORPORATION (NON-FILIPINO) Common 2,141,205, PCD NOMINEE CORPORATION (FILIPINO) Common 1,760,915, SYSMART CORPORATION Common 1,629,353, SM DEVELOPMENT CORP. Common 735,553, SYBASE EQUITY INVESTMENTS CORPORATION Common 531,320, SOCIAL SECURITY SYSTEM Common 370,469, JACINTO C. JR. NG Common 135,860, EASTERN SECURITIES DEV. CORP. Common 121,730, SINOPHIL CORPORATION Common 99,987, JACINTO L. SR. NG Common 88,835, PARALLAX RESOURCES INC. Common 86,308, SLW DEVELOPMENT CORPORATION Common 66,082, EASTERN SEC. DEVT. CORP. Common 50,000, JACINTO JR. NG &/OR ANITA C. NG Common 18,293, WILLY N. OCIER Common 7,310, F. YAP SECURITIES, INC. Common 7,127, LIM SIEW KIM Common 6,200, JAMES GO Common 4,816, ESTATE OF LEO JOSEPH BLANCHET Common 4,128, Security Ownership of Management The following is a tabular presentation of the shares beneficially owned by all directors and executive officers of the Country Club as of 30 April 2018: (1) Title of Class (2) Name and beneficial owner (3) Amount and nature of beneficial ownership (4) Citizenship (5) Percent of class Proprietary Willy N. Ocier Share 32 Wilson St. San Juan, Metro Manila 1 share/beneficial Filipino 0.02% Jerry C. Tiu Proprietary 5 Urdaneta St., Urdaneta Village, Share Makati City 1 share/beneficial Filipino 0.02% Hans T. Sy Proprietary 4926 Pasay Road, Dasmariñas Share Village, Makati City, Metro Manila 1 share/beneficial Filipino 0.02% Joseph T. Chua Proprietary Macroasia Corporation, 12/F Allied Filipino 0.02% 1 share/beneficial Share Bank Center, 6765 Ayala Avenue, Makati City A. Bayani K. Tan Proprietary Filipino 0.04% 57 Athena Loop, Palladium, 2 shares/beneficial Share Mandaluyong City Aggregate Security Ownership of Directors and Officers 6 shares 0.12% 5

7 Voting Trust Holders of 5% or more There is no party that holds any voting trust or any similar agreement for 5% or more of the Country Club's voting securities. Changes in Control The Country Club is not aware of any arrangement that may result in a change in control of the Country Club. ITEM 5.DIRECTORS AND EXECUTIVE OFFICERS a. Directors, Executive Officers, Promoters and Control Persons The following are the incumbent Directors and Executive Officers of the Club, who are nominated for re-election as members of the Board of Directors for : NAME AGE POSITION CITIZENSHIP TERM OF SERVICE Willy N. Ocier 61 Chairman of the Board Filipino 1996 to present Jerry C. Tiu 61 President Filipino 1999 to present Hans T. Sy 62 Director Filipino 1996 to present Joseph T. Chua 61 Independent Director Filipino 2008 to present A. Bayani K. Tan 62 Corporate Secretary Filipino 1996 to present Manuel A. Gana 60 Vice-President/Treasurer Filipino 2000 to present Ma. Clara T. Kramer 56 General Manager Filipino 2010 to present The following persons are nominated for election to the positions above-stated for the year , to hold office as such for one year or until their successors shall have been duly elected and qualified. Presented below are brief write-ups on the nominees business experience for at least the past five (5) years: WILLY N. OCIER Chairperson Mr. Ocier is the Chairman of the Board of the Country Club (1996-present). He is also the Chairman of the Board of Tagaytay Midlands Golf Club, Inc. ( TMGCI ) (1992-present) and The Spa & Lodge at Tagaytay Highlands, Inc.( TSLTHI ) (1996-present). He is the Vice Chairman of the Board of Tagaytay Highlands International Golf Club, Inc, ( THIGCI ) (1992- present). He is also Co-Vice Chairman of Belle Corporation, Highlands Prime, Inc., and concurrently the Chairman of Sinophil Corporation and APC Group, Inc., and Chairman and President of Pacific On- Line Systems Corp. Likewise, he is the Director of Vantage Equities, Inc. Previously, he was the President and the COO of Eastern Securities Development Corporation. Mr. Ocier received his Bachelor s Degree in Economics from Ateneo de Manila University. 6

8 JERRY C. TIU Director/President Mr. Tiu is the President of the Country Club, as well as THIGCI, TMGCI, TSLTHI (1999-present) and the Tagaytay Highlands Community Condominium Association, Inc. (2001-present). Concurrently, he is the Chairman of Mega Magazine Publishing, Inc. (1992-present), President and General Manager of Kent Industrial Corp. He is also the Director of Pacific Online Systems Corporation (20017-present). He is also a former Director of Manila Polo Club ( ). He holds a Bachelor of Science degree in Commerce (Marketing) from the University of British Columbia. HANS T. SY Director Mr. Sy is a Director of the Country Club (1996-present). He is also the Chairman of the Board of THIGCI (1992-present), a Director of TMGCI (1992-present) and a Director of TSLTHI (1996- present). Currently he is the Chairman of the Executive Committee of SM Prime Holdings, Inc. where he has been a Director since 1994, and served as its President until September He has held key positions in businesses related to banking, real estate development, mall operations, as well as leisure and entertainment. In the SM Group, his other current positions include Adviser to the Board of SM Investments Corporation, Chairman of China Banking Corporation, and Chairman of National University. Mr. Sy is a B.S. Mechanical Engineering Graduate of De La Salle University. JOSEPH T. CHUA Independent Director Mr. Chua is an Independent Director of the Country Club. He is the President and COO of MacroAsia Corporation since December 15, He was the CEO of MacroAsia Corporation from July 2003 to December 14, He is Director and President of MacroAsia Airport Services Corporation (2000-Present), MacroAsia Catering Services,Inc. (2003-present) and MacroAsia Mining Corporation, (Dec2012-Present). He is Chairman of MacroAsia Air Taxi Services (2016-Present), MacroAsia Properties Development Corporation (2016-Present), Watergy Business Solutions Inc. (2016- present), Cavite Business Resources Inc. (2011- Present), SNV Resources Development Corporation, (Mar 2013-Present), Boracay Tubi System Inc. (Dec2016-Present), Naic Water Supply Corporation, Aug2017-Present, First Aviation Academy Inc. (Dec2017-Present), JF Rubber Phils, Inc. (1993-Present). He is Director of Lufthansa Technik Philippines Inc. (2000-Present) and President of Goodwind Development Corporation (2013-Present). He served as Director of PAL Holdings Inc (Oct2014-Jan2018), Eton Properties Philippines Inc (May2013-Sep2017), Bulawan Mining Corporation (2009-Jan2018) and Board Advisor of PNB from May2015-Feb2018. Mr. Chua holds a Master of Business Administration / International Finance degree from the University of Southern California, USA and a double degree of Bachelor of Arts in Economics and Bachelor of Science in Business Management from the De La Salle University. RUBEN C. TAN Independent Director Mr. Tan is nominated as an Independent Director of the Country Club. He is the President of the following Corporations: Glendale Mining & Development Corporation since 1997, Citimex, Inc. since Cedarside Industries Inc. since 1996, and Barrington Carpets Inc. 7

9 since He likewise holds directorships in Blue Ridge Mineral Corp. from 2012 to present, and Eagle Crest Mining & Development Corp. from 2012 to present. Mr. Tan holds a Bachelor of Science degree in Mechanical Engineering from the De La Salle University (Class of 1978). Key Officers A. BAYANI K. TAN Corporate Secretary Mr. A. Bayani K. Tan, 62, Filipino, is the Corporate Secretary of the Country Club. He is also a Director, Corporate Secretary or both of the following reporting and/or listed companies: Belle Corporation (since May 1994, Publicly Listed), Coal Asia Holdings, Inc. (since July 2012, Publicly-Listed), Discovery World Corporation (since March 2013, Publicly-Listed), I-Remit, Inc. (since May 2007, Publicly-Listed), Pacific Online Systems Corporation (since May 2007, Publicly-Listed), Philequity Dividend Yield Fund, Inc. (since January 2013), Philequity Dollar Income Fund, Inc. (since March 1999), Philequity Fund, Inc. (since June 1997), Philequity Peso Bond Fund, Inc. (since June 2000), Philequity PSE Index Fund, Inc. (since February 1999), Premium Leisure Corporation (since December 1993, Publicly-Listed), Sterling Bank of Asia Inc. (since December 2006), TKC Metals Corporation (since February 2007, Publicly- Listed), Tagaytay Highlands International Golf Club, Inc. (since November 1993), The Spa and Lodge at Tagaytay Highlands, Inc. (since December 1999) and Vantage Equities, Inc. (since January 1993, Publicly-Listed). He is the Managing Partner of the law offices of Tan Venturanza Valdez (since it was established in 1988), Managing Director/President of Shamrock Development Corporation (since May 1988), Director of Destiny LendFund, Inc. (since December 2005), Pascual Laboratories, Inc. (since March 2014), and Pure Energy Holdings Corporation (since October 2016), President of Catarman Chamber Elementary School Foundation, Inc. (since August 2012), Managing Trustee of SCTan Foundation, Inc. (since 1986), Trustee and Treasurer of Rebisco Foundation, Inc. (since April 2013) and Trustee and Corporate Secretary of St. Scholastica's Hospital, Inc. (since February 2011). Mr. Tan holds a Master of Laws degree from New York University (Class of 1988) and earned his Bachelor of Laws degree from the University of the Philippines (Class of 1980) where he was a member of the Order of the Purple Feather (U.P. College of Law Honor Society) and ranked ninth in his class. Mr. Tan passed the bar examinations in 1981 where he placed sixth. He has a Bachelor of Arts major in Political Science degree from the San Beda College (Class of 1976) from where he graduated Class Valedictorian and was awarded the medal for Academic Excellence. MANUEL A. GANA Vice President / Treasurer Mr. Gana is the Senior Vice-President for Finance and Director of the Country Club (2000- present). He is also the Senior Vice-President for Finance and Director of THIGCI, TMGCI, TSL. He is currently the Chief Executive Officer, President and Director of Belle Corporation (March present). He was the Executive Vice President (EVP) for Finance and Chief Financial Officer (CFO) of Belle Corporation (1997-March 2017) and the President and Chief Operating Officer (COO) of Sinophil Corporation ( ). He was also assigned as the Vice President - Finance and Chief Financial Officer for MagniNet Corporation, which is a subsidiary of Premium Leisure Corporation, a subsidiary of Belle. Previously, he is a Director of APC Group, Inc. and Pacific Online Systems Corporation, he was a Director of Investment 8

10 Banking at Nesbitt Burns Securities Incorporated in New York. He also previously worked for Bank of Montreal and Merrill Lynch Capital Markets (both in New York), and for Procter & Gamble Philippine Manufacturing Corp. He holds a degree in Economics and Accounting from De La Salle University and is a Certified Public Accountant. Mr. Gana also holds a Master of Business Administration degree from the Wharton School of the University of Pennsylvania. MA. CLARA T. KRAMER General Manager Ms. Kramer is the General Manager of The Country Club at Tagaytay Highlands, Inc. (2010- present). She is also the concurrent General Manager of THIGCI, TMGCI and TSLTHI (2010- present). Early 2018 she was positioned as the General Manager of Tagaytay Highlands Estate, which includes Tagaytay Highlands Community Condominium Assoc., Inc. ( THCCAI ), Tagaytay Midlands Community Homeowners Assoc. Inc. ( TMCAHI ), Greeenlands Community Homeowners Assoc., Inc. ( GCHAI ), The Highlands Prime Community Condominium Owner s Assoc., Inc. ( THPCCOAI ). She was a consistent Dean s Lister in Assumption College (San Lorenzo Village, Makati City) where she earned her Bachelor s Degree in Commerce Major in Business Management. She started her career in hotel industry back in December of 1983 when she joined the sales department of Manila Hotel as Sales Executive. In July 1990, she was hired by L Fisher Hotel as Front Office Manager and later on as PR & Promotions Manager until she got promoted in June 2001 and was tasked to manage the Sales and Marketing Department. As member of the management team, she actively took part in the formulation of major policies and procedures of the Hotel. Ms. Kramer is also involved in various civic and social activities as member and resource speaker focusing on family, marriage and parenting. b. Material Pending Legal Proceedings As of 30 April 2018, there are no material pending legal proceedings to which the Country Club is a party to. c. Significant Employees The Country Club has no significant employees. d. Involvement in Certain Legal Proceedings As a result of the delay in the delivery of the facilities of the Universal Leisure Club, Inc. (ULCI), some of its members initiated a Complaint for Estafa (I.S. No. 08K-19713) against ULCI, the Universal Rightfield Property Holdings, Inc. and the Universal Leisure Corp., as well as their respective officers and directors, including their former Corporate Secretary, Atty. A. Bayani K. Tan, an incumbent Director and the Corporate Secretary of the Corporation. The Complaint was submitted for resolution in 2009 and was acted upon and dismissed by the City Prosecutor of Manila (OCP) only on March 18, Complainants belatedly filed motion for reconsideration for which reason, among others, the OCP denied motion on June 16, A Petition for Review dated March 31, 2014 was filed by the Complainant before the Department of Justice (DOJ). On August 7, 2014, Atty. Tan filed his Comment to the said Petition. In a Resolution dated April 17, 2015, the Petition for Review was denied and the DOJ dismissed the complaint for Estafa. 9

11 Except as disclosed above, the Country Club is not aware of any of the following events wherein any of its directors, nominees for election as director, executive officers, underwriter or control person were involved during the past five (5) years: (a) (b) (c) (d) 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 years prior to that time; 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; 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 Being found by a domestic or foreign court of competent jurisdiction (in a civil action), the Commission 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. e. Certain Relationships and Related Transactions The Country Club has not been involved in any transaction during the last three (3) years in which any of its directors, executive officers, nominees or security holders has direct or indirect material interest. Belle Corporation owns 2,312 shares or 46.24% of the total outstanding shares of the Country Club. f. Disagreement with Director None of the directors have resigned or declined to stand for re-election to the Board of Directors since the date of the last annual meeting of security holders because of a disagreement with the Country Club on any matter relating to the Country Club s operations, policies or practices. 10

12 ITEM 6. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Except for the President, the Directors do not receive any form of compensation from the Country Club. Annual Compensation SUMMARY COMPENSATION TABLE Name Position Year SALARY (Php) BONUS (Php) ,198, President and Jerry C. Tiu ,342, Executive Officer 2018 (estimate) 2,342, The Country Club has no other arrangements, including consulting contracts, pursuant to which any director of the Country Club was compensated, or is to be compensated, directly or indirectly, during the Country Club s last completed fiscal year, and the ensuing year. ITEM 7.INDEPENDENT PUBLIC ACCOUNTANTS SyCip Gorres Velayo & Co. ( SGV ), the Company s external auditors for , will be recommended for re-appointment as such for the current year. Representatives of SGV are expected to be present at the Annual Stockholders Meeting to respond to appropriate questions and will be given the opportunity to make a statement if they so desire. Over the past five (5) years, there was no event where SGV and the Company had any disagreement with regard to any matter relating to accounting principles or practices, disclosure of financial statements or auditing scope or procedure. In Compliance with the SEC Memorandum Circular No. 8 Series of 2003, Ms. Julie Christine O. Mateo was assigned in 2017 as SGV s engagement partner for the Company to replace Mr. Sherwin V. Yason whose assignment ended after the 2016 audit engagement. The Club paid SGV 280, and 263, for external audit services for 2017 and For each of the last two (2) fiscal years, SGV did not render services for tax accounting, planning, compliance, advice, or any other professional services for which it billed TCCATHI the corresponding professional fees. The Audit Committee, composed of Mr. Ruben C. Tan as Chairman, and Messrs. Willy N. Ocier, Jerry C. Tiu, and Hans T. Sy as Members, recommends to the Board of Directors the appointment of the external auditors. The Board of Directors and the stockholders approve the Audit Committee s recommendation. The Executive Committee approves the audit fees as recommended by the Audit Committee. 11

13 OTHER MATTERS ITEM 15. ACTION WITH RESPECT TO REPORTS The Country Club will seek the approval by the stockholders of the Minutes of the previous Stockholders Meeting during which the following were taken up: (1) Call to Order, (2) Certification of Notice & Quorum, (3) Approval of the Minutes of the Last Stockholders Meeting, (4) Approval of Audited Financial Statements and Annual Report, (5) Ratification of all Acts of the Board of Directors and Officers, (6) Election of Directors, (7) Appointment of SyCip, Gorres, Velayo & Co. as External Auditors, and (8) Adjournment. The items covered with respect to the ratification of the acts of the Board of Directors and officers for the past year up to the date of the meeting are those items entered in the ordinary course of business, with those of significance having been covered by appropriate disclosures such as: 1. Resignations and Appointments of Officers; 2. Approval of Payment of Real Property Tax; 3. Registration with National Privacy Commission; 4. Delegation of Authority to the Membership Committee and the President to approve certain membership rules and regulations; 5. Membership in the Board committees; 6. Employee Benefits and Incentives; 7. Declaration of Delinquent Shareholders and Scheduling of Delinquency Sale; 8. Purchase of Motor Vehicles; 9. Setting up of Retirement Plan; and 10. Amendment of By-Laws. Management reports which summarize the acts of management for the year 2016 are included in the Company s Annual Report to be sent to the stockholders together with this Information Statement and shall be submitted for approval by the stockholders at the meeting. Accordingly, approval of the Annual Report will constitute approval and ratification of the acts of Management stated in the Annual Report during the period covered thereby. Management reports will be submitted for approval by the stockholders at the meeting. Approval of the reports will constitute approval and ratification of the acts of management for the past year. ITEM 19.VOTING PROCEDURES Each stockholder shall be entitled to one vote, in person or thru proxy for each share with voting right. All elections and all questions, except as otherwise provided by law, shall be decided by the plurality vote of the stockholders present in person or by proxy, a quorum (majority of the issued and outstanding capital stock having powers) being present. In the election of directors, the five (5) nominees with the greatest number of votes will be elected directors. If the number of nominees for election as directors does not exceed the number of directors to be elected, the Secretary of the Meeting shall be instructed to cast all votes represented at the Meeting equally in favor of all such nominees. However, if the number of nominees for election as directors exceeds the number of directors to be elected, voting shall be done by ballot, and counting of votes shall be done by two (2) election inspectors appointed by the Chairman of the Meeting. 12

14 For motion on other corporate matters that will be submitted for approval and for such other matters as may properly come before the Meeting, a vote of the majority of the shares present or represented by proxy at the meeting is necessary for their approval. Voting will be done by secret balloting in accordance with the Country Club s by-laws. The votes for or against the matter submitted shall be tallied by the Secretary. Items 8. 9, 10, 11, 12, 13, 14, 16, 17 and 18 are not responded to in this report, the Company having no intention to take any action with respect to the information required therein. 13

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16 THE COUNTRY CLUB AT TAGAYTAY HIGHLANDS, INC. BUSINESS AND GENERAL INFORMATION The Business The Country Club was incorporated in 1995 as an exclusive membership club operating on a nonprofit basis. Its primary purpose is to promote social, recreational and athletic activities among its members. It is a self-contained community set on a ridge in Tagaytay City which is located approximately 60 kilometers south of Metro Manila and situated on a 9 hectare land below the 18- hole par-71 international championship golf course of THIGCI. Sale of membership shares to the public started in November 1995 but the Country Club officially opened for business in March Majority of members are private individuals (about 87.15%) most of which are Filipino nationals and citizens and the remaining 12.85% are corporate members. Members of the THIGCI were given preference to purchase the first few shares before they were offered to the public. The Country Club derives most of its revenues from the membership dues (30%), restaurant patronage (50%), room sales (7%), and from recreational facilities (6%). Collection of monthly dues started in March 1996 at 750 per member and increased to 1,500 in June 1996, 2,000 in January 1998 and 2,300 in April In April 2004, monthly dues were increased to 2,500, on January 2006 it was increased to 3,100, on January 1, 2010 it was further increased to 3,600 and on September 2012, monthly dues were increased to 4,100. Sale of food and beverage through the Country Club s restaurants is a major source of income contributing to about 50.00% of total revenues in The different specialty restaurants offer a wide array of cuisines (Filipino, Chinese, Italian, Japanese, and Korean) which are sure to satisfy everyone s palate. Part of the Country Club s commitment to members was also to provide sports and recreational facilities. Prior to the Country Club s opening in March 1996, the outdoor facilities like the tennis courts, fishing pier, mini-golf course, horseback bridle path and the children s playground were already available to members. In July 1996, the two-level Sports Center was officially opened. This houses a 14 lane bowling facility, indoor lap pool, basketball court, badminton court, game room, spas, gym, and a Kidsports - children s play area. In December 1996 major portions of the camping ground called Camp Highlands were also completed and ready to accept members who wish to stay overnight or simply to cool off in the swimming pools. In addition to the aforesaid developments the Animal Farm and Highlands Cinema were opened in However, as of end of fiscal year 2010 the Highlands Cinema is no longer operational. The wide array of facilities and the continuing developments in the Country Club are important considerations for members to retain membership with the Country Club and for some to speculate increase in market value of their shares. In 2002, the Country Club s operations include accommodation facilities at the Cottage Grove and Cowboy Cabins available to members and their guests. New sports facilities were also introduced such as the Sporting Arrow, All-terrain vehicle trail, Archery and Aerial Walk. Competition There is no formal or organized secondary market for the purchase and sale of golf and country club shares in the Philippines. As such, holders of shares in the Country Club who may wish to sell or dispose of their shares in the Country Club may not readily find a counter-party for the transaction at the desired asking price. At present, there is a growing number of golf and country clubs being 15

17 established in various parts of the country. This may affect appreciation in the value of investment in the Country Club. Investments in leisure-oriented developments such as golf and country clubs are influenced by the economic and political conditions in the country. Any adverse economic and political developments in the country may affect the demand for such leisure facilities, and any anticipated appreciation in the prices of golf and country club shares. Although there are other clubs engaged in the same line of business, the Country Club competes in terms of service and facilities. The Country Club is highly competitive because of its wide array of facilities which includes world-class sports and recreational facilities, specialty restaurants and bars offering different cuisines (Filipino, Chinese, Italian, Japanese and Korean) and accommodation facilities. Sources and availability of raw materials The Country Club s principal suppliers include Werdenberg International Corporation, Scan Asia Overseas, Inc., ESV International Corp., Agathon Trading, JC Seafood Supply-Branch, RGL33 Fruits and Vegetable Dealer, Euro Swiss Food Inc. and Gold Coast Marine (Export), Inc. There is no existing major supply contracts entered into by the Country Club. Transactions with and/or dependence on related parties In the ordinary course of business, the Country Club has transactions with affiliates which consist mainly of non-interest bearing advances for the acquisition/transfer of property and equipment, acquisition of the affiliate s proprietary shares and reimbursement of certain expenses. Government Regulations The Country Club has complied with licensing and regulatory requirements necessary for its development and operations. Compliance with Environmental Laws The Country Club has complied with pertinent environmental laws and regulations and has received the Environmental Certificate Clearance issued by the Department of Energy and Natural Resources. The Country Club has constructed a Sewerage Treatment Plant for treatment of waste products and reuse in its animal farm and golf course. The Country Club has also adopted the process of decomposing biodegradable waste products which are converted as fertilizers for the garden. Employees The Country Club is run by a team of regular and casual employees as follows: Regular Employees (based on head count as of 30 April2018) GM & Department Heads 34 Supervisors 58 Rank and File 106 Total

18 All regular rank and file employees are subject to the Collective Bargaining Agreement which expires in June Some of the regular employees are also seconded to Tagaytay Highlands International Golf Club, Inc. and Tagaytay Midlands Golf Club, Inc. (* based on head count as of 30 April 2018) There has been no strike brought about by the Country Club s employees in the past seventeen (17) years. Major Business Risks The Country Club has been sustaining its operational requirements through the collection of monthly dues from each member and the operation of restaurants and sports & recreation facilities. The Country Club has no foreign currency exposures or obligations that will have a material impact on its short-term or long-term liquidity due to the depreciation of the peso. Despite the current economic slowdown, however, Country Club memberships have not been adversely affected as new members have been registered during the fiscal year. The Club does not foresee any negative effects on members patronage due to the economic crisis. Directors and Executive Officers Please refer to discussion on Directors and Executive Officers. Market Price of and Dividends on Registrant's Common Equity and Related Stockholder Matters Market Information The Country Club has authorized and subscribed 5,000 proprietary shares, of which 46.24% is owned by Belle Corporation and the remaining shares are owned by other Country Club members. There are 2,275 holders of the Country Club s proprietary shares. Top 20 shareholders are as follows: NAME OF STOCKHOLDER NO. OF SHARES % Belle Corporation 2, % Ivory Holdings, Inc % Highlands Prime Inc % Jollibee Foods Corporation % Camara, Feliciana G % APC Group Inc % First Gas Holdings Corp % Pilipino Star Printing Co., Inc % S. P. Properties, Inc % OTHERS 2, % Total 5, % 17

19 Below are the high and low bid prices for the past three (3) years based on newspapers publications: HIGH LOW Quarter ended June , ,000 Quarter ended September , ,000 Quarter ended December , ,000 Quarter ended March , ,000 Quarter ended June , ,000 Quarter ended September , ,000 Quarter ended December , ,000 Quarter ended March , ,000 Quarter ended June , ,000 Quarter ended September , ,000 Quarter ended December , ,000 Quarter ended March , ,000 The Country Club s securities are not traded in the Philippine Stock Exchange. Recent Sales of Unregistered Securities The Club did not sell or issue securities within the past three (3) years that were not registered under the Securities Regulation Code. Management s Discussion and Analysis The Country Club derived its revenues from membership dues, food and beverage sales, and income from golf operations. Financial Highlights (In Million Pesos) Mar 31 Dec 31 Dec 31 Dec Balance Sheet Total Assets Total Liabilities Total Members Equity Mar 31 Dec 31 Dec 31 Dec Income Statement Total Revenues Total Cost and Operating Expenses Depreciation and Amortization Net Income/(Loss) (2.86) (0.25) 18

20 RESULTS OF OPERATIONS Three-month period ending March 31, 2018 compared to March 31, 2017 Revenue For the three-month period ended March 31, 2018, Club s performance showed an increase in total revenue of 5.73 million or 7.52% from million in 2017 compared to million in Food, beverage and sundries increased by 3.93 million or 10.62% due to wedding and corporate functions during the period. Room sales also increased by 1.64 million or 39.14% and income from recreational facilities by 1.55 million or 47.64%. Members transfer fee decreased by million or 36.26% due to the decrease of 5 transferred shared from 14 to 9 for the first quarter of 2017 to 2018, respectively. Cost and Operating Expense Cost and operating expenses for the three-month period ended March 31, 2018 has increased by million or 17.08% from million in 2017 to million in This was attributed to the following: food, beverage and sundry cost an increase of 2.49 million or 23.59% and banquet expense of 0.52 million or 23.71%, in relation to the aforementioned increase in food and beverage sales; advertising and promotion increased by 1.99 million or %, due to the implementation of the Clubs rewards promo of worth of gift certificate for members who spent worth 5,000 in Club operated restaurant; Salaries, wages and employee benefits increased by 0.74 million or 4.59%. On the other hand, outside services decreased by million or 7.60%. Supplies increased by 0.89 million or 42.83%, fuel and oil consumption increased by million or 47.53%, and transportation and travel by 0.37 million or 30.39%. Likewise, repairs and maintenance increased by 0.93 million or 20.58% mainly due to the additional services needed in maintaining facilities and buildings of the club. Taxes and licenses increased by 0.30 million or 40.30% due to an increase in real property tax assessment in land during the year Net Income For the three-month period ended, March 31, 2018 the Club posted a net income which is lower by 5.60 million or % as compared to the net income of 2.75 Million for the same period in December 31, 2017 compared to December 31, 2016 Revenue The Country Club generated total revenue amounting to million for the year ended December 31, 2017 as compared to million for the year ended December 31, 2016 or an improvement of 1.85%. Major contributors to the Club s revenues were derived from the increase in income from food & beverage revenue, of 6.37 million or 4.80%, from million in 2016 to million in 2017 pertaining to the increase in patronage as a result of introduction of new food offerings and rewards program. Likewise, sports & recreational facilities revenue increased by 1.75 million or 9.93% from million in 2016 to million in 2017; this was due to additional sports activities like archery, trail buggy, aerial walk and team building for corporate function. Cost and Operating Expense Cost and operating expenses for the twelve months period ended December 31, 2017 amounted to million, a decrease of 3.33 million or 1.12% compared to million in the same period in This was mainly attributed to the following: decrease in contract services - outside services of million or 89.89% and professional fees of 1.37 million or 21.02%. On the other hands, personnel cost increased by million or 23.09%; Absorption of employees resulted this movement. Banquet expense increased by 1.82 million or 27.59%, relative to the increased in food 19

21 & beverage sales that derived from the events being held at the club; Advertising and promotion increased by 1.28 million or 33.09% due to the implementation of Clubs reward promo of worth of gift certificate for members who spent 5,000 in Club operated restaurant. Meanwhile, depreciation expense decreased by 7.18 million or 13.3% from million in 2016 to million in 2017 which pertains to the fully depreciated asset of building, facilities and equipment for the year. Net Income For the twelve months period ended December 31, 2017, the Country Club posted total net income of 3.96 million. December 31, 2016 compared to December 31, 2015 Revenue The Country Club generated total revenue amounting to million for the year ended December 31, 2016 as compared to for the year ended December 31, 2015 or an improvement of 3.60%. Major contributors to the Club s revenues were derived from the increase in income from recreational facilities, of 3.66 million or 26.25%, from million in 2015 to million in 2016 pertaining to additional sports activities like archery, oxboard maze and team building for corporate function. Likewise, food & beverage revenue increased by 1.51 million or 1.15% from million in 2015 to million in 2016; this was due to the increase in patronage as a result of introduction of new food offerings and rewards program. Similarly, other income increased by 6.24 million or 21.99% from million in 2015 to million in 2016 which resulted from the reversal of accruals and revenue from club s exhibits. Cost and Operating Expense Cost and operating expenses for the twelve months period ended December 31, 2016 amounted to million, an increase of 8.86 million or 3.06% compared to million in the same period in This was mainly attributed to the increase in personnel cost of million or 34.13% due to additional of 93 regular employees in result of the absorption of contractual employees. Outside services also increased by 2.19 million or 6.38% from the security services contract due to wage order increase as well as the additional security guards to augment security operations. Advertising and promotion increased by 2.79 million or % due to implementation of Club reward promo of worth gift certificate for members who spent worth 5,000 in Club operated restaurant. Meanwhile, depreciation expense decreased by million or 23.75% from million in 2015 to million in 2016 which pertains to the fully depreciated asset of building, facilities and equipment for the year. Net Income For the twelve months period ended December 31, 2016, the Country Club posted total Comprehensive Income of 2.02 million. 20

22 Financial Condition and Changes in Financial Condition Three-month period ending March 31, 2018 compared to March 31, 2017 ASSETS The Club has total assets of million as of March 31, 2018 compared to million as of March 31, The Club has current assets of 1.22 for each peso of current liabilities as of March 31, 2018 as compared to 1.09 as of March 31, Cash and Cash Equivalents Cash and cash equivalents increased by million or 27.80% from million as of March 31, 2017 to million in March 31, This is due to the net cash provided by operating activities of 4.71 million which offset to net cash used in investing activities of 7.74 million, and net cash used in financing activities of.37 million. Receivables Receivables increased by 7.35 million or 12.60% from million as of March 31, 2017 to million in March 31, 2018 mainly due to the increase in receivables from related parties during the period. Inventories Inventories increased by 1.38 million or 12.69% from million as of March 31, 2017 to million in March 31, 2018 due to consumption during the period. Other Current Assets Prepaid expenses and other current assets increased by 2.65 million or 11.90% from million as of March 31, 2017 to million as of March 31, 2018 due to creditable withholding tax during the period. Noncurrent Assets Noncurrent assets decreased by million or 3.07% from million as of March 31, 2017 to million as of March 31, 2018 due to depreciation expense incurred of P46.32 million which offset to acquisition and rehabilitation of facilities and equipment of million and realized input vat capex of 3.42 million during the period. LIABILITIES Total liabilities increased by 6.82 million or 4.84% from million as of March 31, 2017 to million as of March 31, 2018, mainly due to related party payables of 4.48 million, statutory payables of 6.64 million and retention payable of 0.60 million. Other the other hand, increase in accrued expense of 3.68 million or 28.09%, refundable deposits of 6.61 million, payables to concessionaires of 4.27 million and others of 7.87 million or %. EQUITY Members Equity decreased by 1.64 million or 0.31% from million as of March 31, 2017 to million as of March 31, 2018 due mainly to the excess of expenses over revenue of 2.83 million during the period. 31 December 2017 compared to 31 December 2016 ASSETS The Country Club has total assets of million as of 31 December 2017 as compared to 21

23 December 31, million. This brought a decrease of million or 3.06%. The Country club has a current ratio of 1.22 for each peso of current liabilities as of December 31, 2017 as compared to 1.22 as of December 31, Cash and Cash Equivalents Cash and cash equivalents have increased by 7.62 million or 17.69% from million in 31 December 2016 to million in December 31, This resulted from the net cash inflows provided by operating activities which amounted to million, net cash flows used in investing activities of 36.43million, and net cash used in financing activities of 7.61 million. Receivables Receivables amounted to million and million as of 31 December 2017 and 2016, respectively. The movement of million or 31.48% was attributed to the decrease in receivables from related parties (net) of million or 61.32% and decreased of receivable from functions by 1.60 million or 15.39%. Inventories Inventories have increased by 2.81 million or 24.72% from million in 31 December 2016 to million in 31 December Other Current Assets Other current assets has a balance amounting to million and million as of 31 December 2017 and 2016, respectively. The current creditable withholding tax increased by 8.38 million or 67.98%. Non-current Assets Non- current assets decreased by million or 1.92% in 2017, from million in 31 December 2016 to million in 31 December The movement is explained by the depreciation expense recognized which amounted to million during the year 2017 and an increase to property and equipment additions from million for the year 2016 to million for the year LIABILITIES Accounts payable and other current liabilities posted a decrease of million or 20.07%, from million in December 31, 2016 to million in The decrease pertains to the following: decrease in related parties by million or 86.79%, statutory payable by 6.88 million or 34.39% due to decrease in deferred output vat for the year, decrease in retention payable of 0.21 million or 12.45% due to maturity of retention period for renovation project of the Club. Meanwhile, nonrelated parties increased by 0.33 million or 1.18% from the decreased in unreleased check by 5.62 million, membership dues collected in advance increased by 1.99 million or 13.33%, accrued expense increased by 1.25 million or 13.76% and refundable deposits increased by million or 56.06% mainly from deposits for function. In addition, non-current liabilities placed an increase of 3.89 million or 17.26% from million in December 31, 2016 to a million in December 31, The increase was brought by the retirement provision for the year. EQUITY Members equity increased by P3.96 million or 0.76% from a P million in December 31, 2016 to a P million in December 31, 2017, attributed from the total comprehensive income of P2.10 million during the current year December 31,

24 December 31, 2016 compared to December 31, 2015 ASSETS The Country Club has total assets of million as of December 31, 2016 as compared to December 31, million. This brought an increase of 3.35 million or 0.49%. The Country club has a current ratio of 1.04 for each peso of current liabilities as of December 31, 2016 as compared to 0.81 as of December 31, Cash and Cash Equivalents Cash and cash equivalents have increased by 4.96 million or 13.02% from million in December 31, 2015 to million in December 31, This resulted from the net cash inflows provided by operating activities which amounted to million, net cash flows used in investing activities of million, and net cash used in financing activities of 0.72 million. Receivables Receivables amounted to million and million as at December 31, 2016 and 2015, respectively. The movement of million or 23.32% is attributable to the increase in receivables from related parties (net) of million or %, and increase of receivable from function of 2.94 million. Inventories Inventories have increased of 0.59 million or 5.43% from million in December 31, 2015 to million in December 31, Other Current Assets Other current assets has a balance amounting to million and 8.01 million as at December 31, 2016 and 2015, respectively. The increase in creditable withholding tax of 9.26 million or % has contributed to the increase of other current assets by million or %. Non-current Assets Non- current assets decreased by million 4.98% in 2016, from million in December 31, 2015 to million in December 31, The movement is explained by the depreciation expense recognized which amounted to million during the year 2016 and fewer property and equipment additions from million for the year 2015 to million for the year LIABILITIES Accounts payable and other current liabilities posted a decrease of 2.48 million or 1.64%, from a million in December 31, 2015 to a million in The decrease pertains to the following: decrease in statutory payable of 6.96 million or 25.80% due to decrease in deferred output vat for the year, decrease in retention payable of 4.57 million or 72.80% due to maturity of retention period for renovation project of the Club, decrease in nonrelated parties of 3.11 million or 10.08% from decrease in unreleased check by 8.89 million. Meanwhile, trade payables to related parties increased by 1.14 million or 2.29%, membership dues collected in advance increased by 3.78 million or 33.82% and refundable deposits increased by 7.02 million or 60.44% mainly from deposits for function. Further, non-current liabilities placed an increase of 5.36 million or 31.14% from million in December 31, 2015 to a million in December 31, The increase was brought by the retirement provision for the year. EQUITY Members equity increased by 2.02 million or 0.39% from a million in December 31, 2015 to a million in December 31, 2016, attributed from the total comprehensive income of

25 million during the current year December 31, Below are the comparative five (5) key performance indicators of the Country Club: Performance Indicators Current ratio Debt to equity ratio 31-Dec Dec-16 Formula for Calculation (Audited) (Audited) Current assets over current liabilities Total debt over total members equity 1.23 : : : : 1.00 Debt to asset ratio Total debt over total assets 0.22 : : 1.00 Asset to equity ratio EBITDA * per share Total assets over total members equity Excess of Revenue Over Expenses before Interest, Tax, Depreciation and Amortization over weighted average number of shares 1.28 : : 1.00 P19, P21, * Excess of Revenue Over Expenses before Interest, Tax, Depreciation and Amortization (EBITDA) During the three months period ending March 31, 2018, except for what has been noted in the preceding, there were no material events or uncertainties known to management that had a material impact on past performance, or that would have a material impact on future operations, in respect of the following: i. Known trends, demands, commitments, events or uncertainties that would have a material impact on the Country Club ; ii. Events that will trigger direct or contingent financial obligation that is material to the Country Club, including any default or acceleration of an obligation; iii. Material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Country Club with unconsolidated entities or other persons created during the reporting period; iv. Material commitments for capital expenditures that are reasonably expected to have a material impact on the Country Club s short-term or long-term liquidity; v. Known trends, events or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations; vi. Significant elements of income or loss that did not arise from the Country Club s continuing operations; vii. Seasonal aspects that had a material impact on the Country Club s results of operations; and viii. Material changes in the financial statements of the Country Club from the year ended December 31, 2017, except as reported in the MD&A. 24

26 Disagreements with Accountants on Accounting and Financial Disclosure No principal accountant or independent accountant of the Country Club has resigned, was dismissed or has ceased to perform services during the calendar year covered by this report. There were no disagreements with the accountants on any matter of accounting principles or practices, financial statement disclosures, or auditing scope procedure. Mergers, Consolidations, Acquisitions and Similar Matters There is no action to be taken with respect to any transaction involving the following: 1. The merger or consolidation of the registrant into or with any other person or of any other person into or with the registrant; 2. The acquisition by the registrant or any of its security holders of securities of another person; 3. The acquisition by the registrant or any other going business or of the assets thereof; 4. The sale or other transfer of all or any substantial part of the assets of the registrar; or 5. The liquidation or dissolution of the registrant. ACQUISITION OR DISPOSITION OF PROPERTY There is no action to be taken with respect to the acquisition or disposition of any property. RESTATEMENT OF ACCOUNTS There is no action to be taken with respect to the restatement of any asset, capital, or surplus account of the Country Club. 25

27 DISCUSSION ON CORPORATE GOVERNANCE The Country Club remains focused on insuring the adoption of systems and practices of good corporate governance in enhancing value for its shareholders. In compliance with the initiative of the Securities and Exchange Commission ( SEC ), The Country Club submitted its Corporate Governance Manual (the Manual ) to the SEC. This manual institutionalizes the principles of good corporate governance in the entire Company. The Country Club believes that corporate governance, the framework of rules, systems and processes governing the performance of the Board of Directors and Management of their respective duties and responsibilities, and from which the organization s values and ethics emerge, is of utmost importance to the Company s shareholders and other stakeholders, which include, among others, clients, employees, suppliers, financiers, government and community in which it operates. The Company undertakes every effort possible to create awareness throughout the entire organization. The Country Club has been monitoring compliance with SEC Memorandum Circular No.2, Series of 2002, as well as other relevant SEC circular and rules on good corporate governance. The Country Club also appointed members of various Board level committees. These committees consist of the Membership Committee, the Nomination committee (for selection and evaluation of qualifications of directors and officers), the Compensation Committee (tasked to consider an appropriate remuneration system), and the Audit Committee (tasked to review financial and accounting matters). A Compliance Officer was also appointed. Members of various committees are elected annually and to serve for a term of one (1) year. As proof of compliance with leading practices and principles of Good Governance the Country Club has formally adopted a manual on Corporate Governance and regularly submits to SEC its Corporate Governance Self Rating Form. The Board establishes the major goals, policies and objectives of the Country Club, as well as the means to monitor and evaluate the performance of Management. The Board also ensures that adequate internal control mechanisms are implemented and properly complied in all levels. The Country Club is not aware of any non-compliance with its Manual on Corporate Governance, by any of its officers or employees. 26

28 UNDERTAKING TO PROVIDE COPIES OF THE ANNUAL REPORT UPON WRITTEN REQUEST OF ANY SHAREHOLDER OF RECORD ENTITLED TO NOTICE OF AND VOTE AT THE MEETING, THE COMPANY SHALL FURNISH SUCH SHAREHOLDER WITH A COPY OF THE COMPANY S INFORMATION STATEMENT AND ANNUAL REPORT (SEC FORM 17-A) WITHOUT CHARGE. ANY SUCH WRITTEN REQUEST SHALL BE ADDRESSED TO: THE CORPORATE SECRETARY THE COUNTRY CLUB AT TAGAYTAY HIGHLANDS, INC. BO. CALABUSO, TAGAYTAY CITY PHILIPPINES f:\data\clients\383\corp\asm\2018\2018 definitive 20-is - tccath (final).docx

29 A S S.E.C. Registration Number T H E C O U N T R Y C L U B A T T A G A Y T A Y H I G H L A N D S, I N C.. (Company s Full Name) T A G A Y T A Y H I G H L A N D S C O M P L E X, B A R A N G A Y C A L A B U S O, T A G A Y T A Y C I T Y (Business Address: No. Street City / Town / Province) Mr. A. Bayani K. Tan Contact Person Company Telephone Number A M E N D E D Q Month Day Calendar Year FORM TYPE Month Day For the Quarter Ended Secondary License Type, If Applicable Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be Accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier STAMPS Remarks = pls. use black ink for scanning purposes

30 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-Q QUARTERLY REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17(b) (2) THEREUNDER 1. For the quarterly period ended: MARCH 31, SEC Identification Number: BIR Tax Identification No: Exact name of issuer as specified in its charter: The Country Club at Tagaytay Highlands, Inc. 5. Makati, Metro Manila, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of incorporation or organization Industry Classification Code: 7. Tagaytay Highlands Complex, Barangay Calabuso, Tagaytay City 4120 Address of principal office Postal Code 8. (046) Issuer's telephone number, including area code 9. Year ended December 31 Former fiscal year 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Proprietary Shares Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding 5, Are any or all of these securities listed on a Stock Exchange. Yes [ ] No [ x ] 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); Yes [ x ] No [ ] (b) has been subject to such filing requirements for the past 90 days. Yes [ ] No [ x ]

31 PART I - FINANCIAL INFORMATION Item 1. Financial Statements The following financial statements are attached as Exhibits: 1. Unaudited statements of financial positon as of March 31, 2018, audited statements of financial position as of December 31, 2017 and unaudited statements of financial position as of March 31, 2017; 2. Unaudited statements of revenues and expenses for the three months period ended March 31, 2018 and uaudited statements of revenues and expenses for the three months period ended March 31, 2017; 3. Unaudited statements of cash flows for the three months period ended March 31, 2018, audited statement of cash flows for the year ended December 31, 2017 and unaudited statements of cash flows for the three months period ended March 31, 2017 ; 4. Unaudited statements of changes in members equity as of March 31, 2018, audited statements of changes in members equity as of December 31, 2017 and unaudited statements of changes in members equity as of March 31, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition Quarter Ended March 31, 2018 compared to March 31, 2017 ASSETS The Club has total assets of million as of March 31, 2018 compared to million as of March 31, The Club has current assets of 1.22 for each peso of current liabilities as of March 31, 2018 as compared to 1.09 as of March 31, Cash and Cash Equivalents Cash and cash equivalents increased by million or 27.80% from million as of March 31, 2017 to million in March 31, This is due to the net cash provided by operating activities of 4.71 million which offset to net cash used in investing activities of 7.74 million, and net cash used in financing activities of.37 million. Receivables Receivables increased by 7.35 million or 12.60% from million as of March 31, 2017 to million in March 31, 2018 mainly due to the increase in receivables from related parties during the period. Inventories Inventories increased by 1.38 million or 12.69% from million as of March 31, 2017 to million in March 31, 2018 due to consumption during the period. Other Current Assets Prepaid expenses and other current assets increased by 2.65 million or 11.90% from million as of March 31, 2017 to million as of March 31, 2018 due to creditable withholding tax during the period. Noncurrent Assets Noncurrent assets decreased by million or 3.07% from million as of March 31, 2017 to million as of March 31, 2018 due to depreciation expense incurred of P46.32 million

32 which offset to acquisition and rehabilitation of facilities and equipment of million and realized input vat capex of 3.42 million during the period. LIABILITIES Total liabilities increased by 6.82 million or 4.84% from million as of March 31, 2017 to million as of March 31, 2018, mainly due to related party payables of 4.48 million, statutory payables of 6.64 million and retention payable of 0.60 million. Other the other hand, increase in accrued expense of 3.68 million or 28.09%, refundable deposits of 6.61 million, payables to concessionaires of 4.27 million and others of 7.87 million or %. EQUITY Members Equity decreased by 1.64 million or 0.31% from million as of March 31, 2017 to million as of March 31, 2018 due mainly to the excess of expenses over revenue of 2.83 million during the period. Quarter Ended March 31, 2018 compared to Year Ended December 31, 2017 ASSETS The Club has total assets of million as of March 31, 2018 compared to million as of December 31, The Club has current assets of 1.22 for each peso of current liabilities as of March 31, 2018 as compared to 1.23 as of December 31, Cash and Cash Equivalents Cash and cash equivalents decreased by 3.40 million or 6.70% from million as of December 31, 2017 to million in March 31, This is due to the net cash provided by operating activities of 4.71 million which offset to net cash used in investing activities of 7.74 million, and net cash used in financing activities of 0.37 million. Receivables Receivables increased by 8.28 million or 14.40% from million as of December 31, 2017 to million in March 31, 2018 mainly due to the increase in receivables from related parties and decrease in receivables from members and credit card. Inventories Inventories decreased by 1.99 million or 14.01% from million as of December 31, 2017 to million in March 31, 2018 due to consumption during the period. Other Current Assets Prepaid expenses and other current assets decreased by 1.02 million or 3.91% from million as of December 31, 2017 to million as of March 31, 2018 mainly due to the decrease of deposits to contractors & suppliers by 3.31 million or 75.50%. However, prepayments increased by 2.76 million or % mainly due to the unamortized portion of annual real property tax of 1.43 million and renewal of business permit of 1.66 million during the year. Noncurrent Assets Noncurrent assets decreased by 4.00 million or 0.76% from million as of December 31, 2017 to million as of March 31, 2018 due to depreciation expense incurred during the period and net to renovation in bowling facilities. LIABILITIES Total liabilities increased by 0.72 million or 0.49% from million as of December 31, 2017 to million as of March 31, 2018, mainly due to the increase in accrued expenses by 6.44 million or 62.38%, membership dues collected in advance by 4.76 million or 28.14% and payables from concessionaire by 2.86 million or %. Conversely, trade payables, refundable deposit and payables from related party decreased by 8.51 million or 30.87%, 3.45 million or 11.88% and 2.43 million or 35.99%, respectively. Furthermore, Noncurrent liabilities

33 decreased by 1.45 million or 5.50%, from million and of December 31, 2017 to million as of March 31, EQUITY Members Equity decreased by 2.86 million or 0.54% from million as of December 31, 2017 to million as of March 31, 2018 due mainly to the excess of expenses over revenue of 2.86 million during the period. Results of Operations Quarter Ended March 31, 2018 compared to March 31, 2017 REVENUE For the three-month period ended March 31, 2018, Club s performance showed an increase in total revenue of 5.73 million or 7.52% from million in 2017 compared to million in Food, beverage and sundries increased by 3.93 million or 10.62% due to wedding and corporate functions during the period. Room sales also increased by 1.64 million or 39.14% and income from recreational facilities by 1.55 million or 47.64%. Members transfer fee decreased by million or 36.26% due to the decrease of 5 transferred shared from 14 to 9 for the first quarter of 2017 to 2018, respectively. COST AND OPERATING EXPENSES Cost and operating expenses for the three-month period ended March 31, 2018 has increased by million or 17.08% from million in 2017 to million in This was attributed to the following: food, beverage and sundry cost an increase of 2.49 million or 23.59% and banquet expense of 0.52 million or 23.71%, in relation to the aforementioned increase in food and beverage sales; advertising and promotion increased by 1.99 million or %, due to the implementation of the Clubs rewards promo of worth of gift certificate for members who spent worth 5,000 in Club operated restaurant; Salaries, wages and employee benefits increased by 0.74 million or 4.59%. On the other hand, outside services decreased by million or 7.60%. Supplies increased by 0.89 million or 42.83%, fuel and oil consumption increased by million or 47.53%, and transportation and travel by 0.37 million or 30.39%. Likewise, repairs and maintenance increased by 0.93 million or 20.58% mainly due to the additional services needed in maintaining facilities and buildings of the club. Taxes and licenses increased by 0.30 million or 40.30% due to an increase in real property tax assessment in land during the year NET INCOME For the three-month period ended, March 31, 2018 the Club posted a net income which is lower by 5.60 million or % as compared to the net income of 2.75 Million for the same period in Below are the comparative key performance indicators of the Club: Performance Indicators Formula for Calculation March 31, 2018 (Unaudited) December 31, 2017 (Audited) March 31, 2017 (Unaudited) Current ratio Debt to equity ratio Current assets over current liabilities Total debt over total members equity 1.22 : : : : : : 1.00

34 Debt to asset ratio Asset to Equity Ratio Total debt over total assets Total assets over Total equity 0.22 : : : : : : 1.00 EBITDA * per share Excess of Revenue Over Expenses before Interest, Tax, Depreciation and Amortization over weighted average number of shares P 1, P19, P 2, * Excess of Revenue Over Expenses before Interest, Tax, Depreciation and Amortization (EBITDA) As of the first quarter ended March 31, 2018, except for what has been noted in the preceding, there were no material events or uncertainties known to management that had a material impact on past performance, or that would have a material impact on future operations, in respect of the following: i. Known trends, demands, commitments, events or uncertainties that would have a material impact on the Country Club; ii. Events that will trigger direct or contingent financial obligation that is material to the Country Club, including any default or acceleration of an obligation; iii. Material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Country Club with unconsolidated entities or other persons created during the reporting period; iv. Material commitments for capital expenditures that are reasonably expected to have a material impact on the Country Club s short-term or long-term liquidity; v. Known trends, events or uncertainties that have had or that are reasonably expected to have a material favorable or unfavorable impact on net sales/revenues/income from continuing operations; vi. vii. viii. Significant elements of income or loss that did not arise from the Country Club s continuing operations; Seasonal aspects that had a material impact on the Country Club s results of operations; and Material changes in the financial statements of the Country Club from the year ended December 31, 2017, except as reported in the MD&A. Other Required Disclosures PART II - OTHER INFORMATION 1. There are no material contingencies and any other events or transactions that are material to an understanding of the current interim period.

35 THE COUNTRY CLUB AT TAGAYTAY HIGHLANDS, INC. (A Nonprofit Corporation) NOTES TO INTERIM FINANCIAL STATEMENTS 1. The Club s interim financial report is in compliance with generally accepted accounting principles. The accounting policies and methods of computation followed in the interim financial statements as of March 31, 2018 are the same as compared with the annual financial statements as of December 31, 2017 and the interim financial statements as of March 31, There are no material events or uncertainties known to management that had a material impact on the seasonal aspects of the Club s results of operations. 3. There are no items affecting assets, liabilities, equity, net income, or cash flows that are unusual because of their nature, size, or incidents. 4. There are no material changes in estimates of amounts reported in prior interim periods of prior financial years. 5. There are no material events subsequent to the end of the interim period that have not been reflected in the financial statements for the period March 31, There are no material changes in the composition of the club during the interim period, including business combinations, acquisition or disposal of subsidiaries and long-term investments, restructurings, and discontinuing operations. 7. The Club has no contingent liabilities or contingent assets. 8. There are no material contingencies existing as of interim period that can have a material effect in the decision making of the financial statement users. 9. The Club did not purchase any interest in another entity that is to be considered as business combination under PFRS The Club did not make an early adoption of PFRS 9 (Financial Instruments: Recognition and Measurement) which is effective for annual periods beginning on or after January 1, The adoption of the first phase of PFRS 9 will have no impact on the classification and measurement of the Club s financial assets and financial liabilities. 11. The application of the amendment on PAS 27 (Separate Financial Statements) will have no significant impact on the Club s financial position or financial performance. 12. The application of the amendment on PAS 28 (Investments in Associates and Joint Ventures) will have no significant impact on the Club s financial position or financial performance. 13. The amendment on PFRS 1 (Government Loans) does not apply to the Club. 14. The amendment of PFRS 7 (Financial Instruments: Disclosures Offsetting of Financial Assets and Financial Liabilities) only affect disclosures to financial statement and have no impact on the Club s financial position or performance. 15. There will be no impact on the Club s financial position and performance for the application of PFRS 10 (Consolidated Financial Statements)

36 16. The application of PFRS 11 (Joint Arrangements) will have no impact on the Club s financial position and performance. 17. The application of PFRS 12 (Disclosure of Interests in Other Entities) will have no impact on the Club s financial position or performance. 18. The Club does not anticipate that the adoption of PFRS 13 (Fair Value Measurement) will have a significant impact on the financial position or performance. EXHIBITS AND SCHEDULES Exhibit A Financial Statements

37

38 THE COUNTRY CLUB AT TAGAYTAY HIGHLANDS, INC. ( A Nonprofit Corporation ) STATEMENT OF FINANCIAL POSITION As of March 31, 2018, December 31, 2017 and March 31, 2017 March 31 December 31 March ( Unaudited ) ( Audited ) ( Unaudited ) ASSETS Current Assets Cash and Cash Equivalents ( see schedule 1 ) P 47,276,867 P 50,673,890 P 36,991,465 Receivables - net ( see schedule 2 ) 65,732,201 57,455,948 58,377,741 Inventories - at cost ( see schedule 3 ) 12,210,638 14,200,473 10,835,131 Prepaid expenses and other current assets ( see schedule 4 ) 24,936,692 25,952,316 22,284,429 Total Current Assets 150,156, ,282, ,488,766 Noncurrent Assets Property and equipment - net ( see schedule 5 ) 479,175, ,080, ,932,590 Investment Property 34,581,711 34,581,711 34,581,711 Other noncurrent assets - ( see schedule 6 ) 6,157,319 6,255,927 8,882,426 Total Noncurrent Assets 519,914, ,917, ,396,727 P 670,070,588 P 672,200,431 P 664,885,493 LIABILITIES AND MEMBERS' EQUITY Current Liabilities Accounts payable and other current liabilities - ( see schedule 7 ) P 120,441,543 P 119,193,790 P 117,062,951 Current portion of loans payable 2,348,261 1,418, ,488 Total Current Liabilities 122,789, ,612, ,466,439 Noncurrent Liabilities Pension Liabilities 24,672,299 24,853,497 22,556,093 Loans payable - net of current portion 324,413 1,597, ,309 Total Non-Current Liabilities 24,996,712 26,451,255 23,495,402 Total Liabilites 147,786, ,063, ,961,842 Members' Equity Proprietary Certificates - P 1,000 par value Authorized and Issued - 5,000 shares 500,000, ,000, ,000,000 Additional Paid-in Capital 1,048,932,564 1,048,932,564 1,048,932,564 1,548,932,564 1,548,932,564 1,548,932,564 Cummulative excess of expenses over revenues: Balance at beginning of the quarter (1,025,834,338) (1,029,624,768) (1,029,624,768) Other Comprehensive Income/(Loss) 2,038,607 2,038,607 1,869,924 Excess of expenses over revenues (2,852,761) 3,790,431 2,745,931 Cumulative excess of expenses over revenue (1,026,648,492) (1,023,795,731) (1,025,008,913) Less: Cost of two shares of Treasury stock held Net Members' Equity 522,284, ,136, ,923,651 P 670,070,588 P 672,200,431 P 664,885,493

39 T H E C O U N T R Y C L U B AT TAGAYTAY HIGHLANDS, INC. STATEMENT OF RESULTS AND OPERATIONS For the Three- Month Ended March 31, 2018 and 2017 Jan-18 Jan-17 to to Mar-18 Mar-17 ( Unaudited ) ( Unaudited ) REVENUE Members' dues P 24,355,094 P 24,022,517 Clubhouse operations: Food, beverage and sundries 40,945,052 37,014,776 Income from recreational facilities 4,820,120 3,262,068 Room sales 5,846,177 4,201,678 51,611,348 44,478,522 Other income: Commission 644,935 1,096,452 Membership transfer fees 964,286 1,512,857 Interest 46,419 39,805 Assignment fees 76, ,240 Miscellaneous 4,191,560 4,642,649 5,923,985 7,660,003 81,890,427 76,161,043 Costs and operating expenses: Food, beverages and sundry costs 13,026,160 10,540,150 Salaries, wages and employee benefits 16,818,851 16,081,311 Communication, light and water 5,704,254 5,351,270 Outside services 4,584,536 4,961,828 Repairs and maintenance 5,423,594 4,497,972 Supplies 2,950,601 2,065,879 Rental 1,004,745 1,011,816 Entertainment, amusement and recreation 139, ,545 Laundry 826, ,479 Fuel and oil 1,133, ,999 Taxes and licenses 1,061, ,913 Insurance 276, ,615 Banquet Expense 2,710,477 2,191,044 Advertising and Promotion 2,975, ,022 Transportation and Travel 1,585,324 1,215,808 Commission Expense 4,576,442 3,837,842 Miscellaneous 7,403,637 6,202,422 72,201,939 61,669,915 INCOME ( LOSS ) BEFORE DEPRECIATION AND AMORTIZATION 9,688,489 14,491,128 DEPRECIATION AND AMORTIZATION 11,746,434 11,632,980 NET INCOME BEFORE TAX P (2,057,945) P 2,858,147 PROVISION FOR INCOME TAX- CURRENT 794, ,216 PROVISION FOR INCOME TAX- DEFERRED - - NET INCOME(LOSS) P (2,852,761) P 2,745,931 Income (Loss) Per Share ( see schedule 8 ) P (571) P 549

40 T H E C O U N T R Y C L U B AT TAGAYTAY HIGHLANDS, INC. ( A Nonprofit Corporation ) STATEMENT OF CHANGES IN MEMBERS' EQUITY As of March 31, 2018 and December 31, 2017 March 31 December 31 March ( Unaudited ) ( Audited ) ( Unaudited ) PROPRIETARY CERTIFICATES P100,000 par value Authorized, issued and outstanding - 5,000 shares P 500,000,000 P 500,000,000 P 500,000,000 Additional paid-in capital 1,048,932,564 1,048,932,564 1,048,932,564 1,548,932,564 1,548,932,564 1,548,932,564 Unrealized mark-to-market loss on AFS CUMULATIVE EXCESS OF EXPENSES OVER REVENUES Balance at beginning of period, as previously reported (1,025,834,338) (1,029,624,768) (1,029,624,768) Effect of change in accounting for preoperating expenses (see note below) Balance at beginning of period, as restated (1,025,834,338) (1,029,624,768) (1,029,624,768) Other comprehensive income 2,038,607 2,038,607 1,869,924 Excess of expenses over revenues (2,852,761) 3,790,431 2,745,931 Balance at end of year (1,026,648,492) (1,023,795,731) (1,025,008,913) 522,284, ,136, ,923,651 LESS COST OF ONE FORECLOSED PROPRIETARY SHARE OF A DELINQUENT MEMBER P 522,284,073 P 525,136,833 P 523,923,651

41 T H E C O U N T R Y C L U B AT TAGAYTAY HIGHLANDS, INC. STATEMENT OF CASH FLOWS As of March 31, 2018 and December 31, 2017 Jan-18 Jan-17 Jan-17 to to to Mar-18 Dec-18 Mar-17 ( Unaudited ) ( Audited ) ( Unaudited ) CASH FLOWS FROM OPERATING ACTIVITITES Excess of revenues over expenses P (2,057,945) P 3,790,431 P 2,745,931 Adjustments to reconcile excess of expenses over revenues to net cash provided by ( used in ) operating activities : Depreciation and amortization 11,746,434 46,719,139 46,719,139 Pension Liability 910,864 3,944,736 3,944,736 Interest Expense 48, , ,069 Interest Income (46,419) (163,685) (163,685) Gain on sale of property and equipment (Note 9) - (39,864) (39,864) Unrealized foreign exchange gain (24,146) (6,175) (6,175) Operating income (loss) before working capital changes 10,577,353 54,465,651 53,421,151 Decrease (increase) in: Accounts receivable (8,276,253) 26,399,652 26,399,652 Inventories 1,989,836 (2,814,263) (2,814,263) Prepaid expenses 1,015, , ,372 Increase (decrease) in accounts payable and accrued expenses Accounts payable and other current liabilities 1,247,752 (29,940,656) (29,940,656) Cash generated from (used for) operations 6,554,313 48,459,756 47,415,256 Benefits paid (1,092,063) (468,415) (468,415) Income taxes paid (794,816) (5,404,505) (5,404,505) Interest received 46, , ,685 Net cash provided by (used in) operating activities 4,713,852 42,750,521 41,706,021 CASH FLOWS FROM INVESTING ACTIVITIES Additions in property and equipment (7,841,429) (35,770,588) (35,770,588) Disposals of property - 44,145 44,145 Increase in other assets 98,608 (703,565) (703,565) Interest received Net cash provided (used) in investing activities (7,742,821) (36,430,008) (36,430,008) CASH FLOWS FROM FINANCING ACTIVITIES Increase (decrease) in availment of loans payable (343,637) 2,615,200 2,615,200 Increase (decrease) in payment of loans payable (1,070,677) (1,070,677) Interest paid (48,565) (215,922) (215,922) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 24,146 6,175 6,175 Cash provided by (used in) financing activities (368,055) 1,334,776 1,334,776 NET INCREASE ( DECREASE ) IN CASH AND CASH EQUIVALENTS (3,397,024) 7,655,289 6,610,789 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 50,673,890 43,055,927 (13,682,425) CASH AND CASH EQUIVALENTS AT END OF PERIOD P 47,276,867 P 50,711,216 P (7,071,636)

42 T H E C O U N T R Y C L U B AT TAGAYTAY HIGHLANDS, INC. SCHEDULE OF ACCOUNTS As of March 31, 2018, December 31, 2017 and March 31, 2017 March 31 December 31 March ( Unaudited ) ( Audited ) ( Unaudited ) Schedule 1 CASH AND CASH EQUIVALENTS Cash on hand and in banks P 42,924,025 P 46,353,034 P 32,713,962 Short-term deposits 4,352,843 4,320,856 4,277,504 P 47,276,867 P 50,673,890 P 36,991,465 Schedule ACCOUNTS RECEIVABLES Members P 29,394,511 P 31,437,544 P 40,171,870 Employees - 195,502 - Related Parties 25,691,654 14,917,363 7,831,075 Receivables from ECC Function 9,270,437 8,779,273 9,160,630 Other receivables 1,770,786 2,521,454 1,555,349 66,127,388 57,851,135 58,718,924 Less: Allowance for Doubtful Account (395,188) (395,188) (341,184) P 65,732,201 P 57,455,948 P 58,377,741 Schedule INVENTORIES Food and Beverage P 7,789,006 P 9,294,867 P 6,097,307 Supplies 4,421,632 4,905,606 4,737,824 P 12,210,638 P 14,200,473 P 10,835,131 Schedule PREPAID EXPENSES Prepaid expenses P 3,612,494 P 856,505 P 2,829,033 Advances to contractors and suppliers 1,072,666 4,378,290 6,180,265 Creditable withholding tax 17,236,849 17,702,839 13,275,130 Deferred Input VAT, net 3,014,682 3,014,682 - P 24,936,692 P 25,952,316 P 22,284,429 Schedule PROPERTY AND EQUIPMENT Land P 328,019,641 P 328,019,641 P 328,019,641 Land Improvements 129,449, ,449, ,449,385 Building and Improvements 843,310, ,341, ,031,897 Facilities and Equipment 454,958, ,048, ,431,667 Office, Furniture, Fixtures and Equipment 80,173,472 79,750,546 76,660,472 Transportation Equipment 21,925,855 21,925,855 18,500,444 Artifacts / Christmas Decors 8,070,610 8,070,610 7,845,782 1,865,908,414 1,858,606,227 1,839,939,288 Less: Accumulated Depreciation (1,391,595,901) (1,380,684,702) (1,348,437,035) 474,312, ,921, ,502,253 Operating Equipment - Net 1,129,245 1,368, ,944 Construction in Progress 3,733,402 3,790, ,393 P 479,175,160 P 483,080,164 P 492,932,590

43 T H E C O U N T R Y C L U B AT TAGAYTAY HIGHLANDS, INC. SCHEDULE OF ACCOUNTS As of March 31, 2018, December 31, 2017 and March 31, 2017 March 31 December 31 March ( Unaudited ) ( Audited ) ( Unaudited ) Schedule 6 Other Noncurrent Assets Deposit on Containers P 40,789 P 29,852 P 29,852 Deferred Input VAT - CAPEX 4,695,704 4,805,251 8,116,106 Intangible Assets 1,141,282 1,141, ,924 Others 279, , ,544 P 6,157,319 P 6,255,927 P 8,882,426 Schedule ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES Trade P 19,052,852 P 27,559,102 P 19,208,173 Related Party 4,318,067 6,745,444 8,801,598 Accrued Expenses 16,768,682 10,327,019 13,091,610 Refundable Deposit 25,628,786 29,083,778 19,015,642 Membership dues collected in advance 21,697,660 16,932,698 28,881,549 Payables to Concessionaires 4,301,273 1,442,549 30,049 Auctioned members liability 88,946 88,946 81,740 Statutory Payables 11,576,405 13,127,709 18,217,341 Retention Payable 1,343,800 1,496,033 1,939,479 Other Payables 15,665,071 12,390,513 7,795,771 P 120,441,543 P 119,193,790 P 117,062, Schedule 8 REVENUE PER SHARE Revenue per share is computed by dividing the excess of revenue over expenses by the weighted average number of shares issued and outstanding during the year. The Club's reported an income per share for each of the three- months in the period ended March 31, 2018 and 2017 were computed as follows: Jan-18 Jan-17 to to Mar-18 Mar-17 ( Unaudited ) ( Unaudited ) ( a ) Excess of expenses over revenues P (2,852,761) P 2,745,931 ( b ) Weighted average number of shares outstanding 5,000 5,000 ( c ) Income per share ( a / b ) P (571) P 549

44 The Country Club at Tagaytay Highlands, Inc. (A Nonprofit Corporation) Financial Statements December 31, 2017 and 2016 and Years Ended December 31, 2017, 2016 and 2015 and Independent Auditor s Report

45 C O V E R S H E E T for AUDITED FINANCIAL STATEMENTS SEC Registration Number A S O C O M P A N Y N A M E T H E C O U N T R Y C L U B A T T A G A Y T A Y H I G H L A N D S, I N C. ( A N o n p r o f i t C o r p o r a t i o n ) PRINCIPAL OFFICE ( No. / Street / Barangay / City / Town / Province ) T a g a y t a y H i g h l a n d s C o m p l e x, B a r a n g a y C a l a b u s o, T a g a y t a y C i t y, P h i l i p p i n e s Form Type Department requiring the report Secondary License Type, If Applicable A A F S S E C N / A C O M P A N Y I N F O R M A T I O N Company s Address Company s Telephone Number Mobile Number (046) No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) 2,285 Last Saturday of May 12/31 CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Address Telephone Number/s Mobile Number Mr. Frederick D. Deocariza frederick.deocariza@ tagaytayhighlands.com (046) CONTACT PERSON s ADDRESS Tagaytay Highlands Complex, Barangay Calabuso, Tagaytay City, Philippines 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.

46 INDEPENDENT AUDITOR S REPORT The Members and Board of Directors The Country Club at Tagaytay Highlands, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of The Country Club at Tagaytay Highlands, Inc. (the Country Club), a nonprofit corporation, which comprise the statements of financial position as at December 31, 2017 and 2016, and the statements of comprehensive income, statements of changes in members equity and statements of cash flows for each of the three years in the period ended December 31, 2017, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Country Club as at December 31, 2017 and 2016, and its financial performance and its cash flows for each of the three years in the period ended December 31, 2017 in accordance with Philippine Financial Reporting Standards (PFRSs). 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 Financial Statements section of our report. We are independent of the Country Club 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 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. 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, 2017, but does not include the 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, 2017 are expected to be made available to us after the date of this auditor s report. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

47 - 2 - In connection with our audits of the financial statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the 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 Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Country Club 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 Country Club or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Country Club s financial reporting process. Auditor s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the 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 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 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 Country Club s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

48 - 3 - 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 Country Club 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 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 Country Club to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 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. Report on the Supplementary Information Required Under Revenue Regulations No Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information required under Revenue Regulations No is presented by the management of The Country Club at Tagaytay Highlands, Inc. in a separate schedule. Revenue Regulations No requires the information to be presented in the notes to financial statements. Such information is not a required part of the basic financial statements. The information is also not required by the Securities Regulation Code Rule 68, As Amended (2011). Our opinion on the basic financial statements is not affected by the presentation of the information in a separate schedule. SYCIP GORRES VELAYO & CO. Julie Christine O. Mateo Partner CPA Certificate No SEC Accreditation No AR-2 (Group A), May 1, 2015, valid until April 30, 2018 Tax Identification No BIR Accreditation No , February 26, 2018, valid until February 25, 2021 PTR No , January 9, 2018, Makati City April 7, 2018

49 SyCip Gorres Velayo & Co Ayala Avenue 1226 Makati City Philippines Tel: (632) Fax: (632) ey.com/ph BOA/PRC Reg. No. 0001, December 14, 2015, valid until December 31, 2018 SEC Accreditation No FR-4 (Group A), November 10, 2015, valid until November 9, 2018 INDEPENDENT AUDITOR S REPORT The Board of Directors and Members The Country Club at Tagaytay Highlands, Inc. Tagaytay Highlands Complex Barangay Calabuso, Tagaytay City, Philippines Report on the Audit of the Financial Statements Opinion We have audited the financial statements of The Country Club at Tagaytay Highlands, Inc. (the Country Club), a nonprofit corporation, which comprise the statements of financial position as at December 31, 2017 and 2016, and the statements of comprehensive income, statements of changes in members equity and statements of cash flows for each of the three years in the period ended December 31, 2017, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Country Club as at December 31, 2017 and 2016, and its financial performance and its cash flows for each of the three years in the period ended December 31, 2017 in accordance with Philippine Financial Reporting Standards (PFRSs). 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 Financial Statements section of our report. We are independent of the Country Club 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 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. 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, 2017, but does not include the 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, 2017 are expected to be made available to us after the date of this auditor s report. Our opinion on the financial statements does not cover the other information and we will not express any form of assurance conclusion thereon. A member firm of Ernst & Young Global Limited

50 - 2 - In connection with our audits of the financial statements, our responsibility is to read the other information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the 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 Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with PFRSs, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Country Club 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 Country Club or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Country Club s financial reporting process. Auditor s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the 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 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 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 Country Club s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. A member firm of Ernst & Young Global Limited

51 - 3 - 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 Country Club 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 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 Country Club to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 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. Report on the Supplementary Information Required Under Revenue Regulations No Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information required under Revenue Regulations No is presented by the management of The Country Club at Tagaytay Highlands, Inc. in a separate schedule. Revenue Regulations No requires the information to be presented in the notes to financial statements. Such information is not a required part of the basic financial statements. The information is also not required by the Securities Regulation Code Rule 68, As Amended (2011). Our opinion on the basic financial statements is not affected by the presentation of the information in a separate schedule. SYCIP GORRES VELAYO & CO. Julie Christine O. Mateo Partner CPA Certificate No SEC Accreditation No AR-2 (Group A), May 1, 2015, valid until April 30, 2018 Tax Identification No BIR Accreditation No , February 26, 2018, valid until February 25, 2021 PTR No , January 9, 2018, Makati City April 7, 2018 A member firm of Ernst & Young Global Limited

52 SyCip Gorres Velayo & Co Ayala Avenue 1226 Makati City Philippines Tel: (632) Fax: (632) ey.com/ph BOA/PRC Reg. No. 0001, December 14, 2015, valid until December 31, 2018 SEC Accreditation No FR-4 (Group A), November 10, 2015, valid until November 9, 2018 INDEPENDENT AUDITOR S REPORT The Board of Directors and Members The Country Club at Tagaytay Highlands, Inc. Tagaytay Highlands Complex Barangay Calabuso, Tagaytay City, Philippines We have audited the financial statements of The Country Club at Tagaytay Highlands, Inc. as at and for the year ended December 31, 2017, on which we have rendered the attached report dated April 7, In compliance with Securities Regulation Code Rule 68, As Amended (2011), we are stating that the Country Club has one (1) stockholder owning one hundred (100) or more shares. SYCIP GORRES VELAYO & CO. Julie Christine O. Mateo Partner CPA Certificate No SEC Accreditation No AR-2 (Group A), May 1, 2015, valid until April 30, 2018 Tax Identification No BIR Accreditation No , February 26, 2018, valid until February 25, 2021 PTR No , January 9, 2018, Makati City April 7, 2018 A member firm of Ernst & Young Global Limited