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

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1 COVER SHEET A S O SEC Registration Number T A G A Y T A Y H I G H L A N D S I N T E R N A T I O N A L G O L F C L U B, I N C. 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 R G Y. C A L A B U S O, T A G A Y T A Y C I T Y C A V I T E (Company's Full Name) (Business Address: No. Street City / Town / Province) ANNA FRANCESCA C. RESPICIO Company Telephone Number Month Day Month Day Fiscal Year Annual Meeting 2018 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 - THIGCI SEC Form 20-IS Definitive Information Statemenl SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 L_ ' OF THE SECURITIES REGULATION CODE,.,..., """".'ll'l"l"ln...rumiwt ' C: ol(if!,j :, J 1,"J).,. o '3-1. Check the appropriate box: t!i: " '.:...,f UP,-,.. [ I Preliminary Information Statement [X) Definitive Information Statement 2. Name of Registrant as specified in its charter: Tagaytay Hlghlands lnternatlonal Golf Club, Inc. (the "Golf Club") 3. Tagaytay Hlghlands Complex, Brgy. Calabuso,Tagaytay City Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number: AS BIR Tax Identification Code: Address of principal office: Tagaytay Highlands Complex, Brgy. Calabuso, Tagaytay City Postal Code: Registrant's telephone number, including area code: (046) Dote, time and place of the meeting of security holders: Dote: 26May 2018 nme: 8:00 a.m. Place: Montana Hall, Hlghlanders Steakhouse Tagaytay Highlands Complex, Brgy. Calabuso,Tagaytay City 9. Approximate date on which the Information Statement is to be sent or given to security holders: 4 May s ecurities 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 Outstanding (As of 30 April 2018) Proprietary Shares 2, Are any or all registrant's securities listed on a Stock Exchange? Yes[] No [x] WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY 2

4 THIGCI SEC Form 20-IS Definitive Information Statement GENERAL INFORMATION ITEM 1. DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS. DATE: 26 May 2018 TIME: PLACE: 8:00 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: 4 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 the corporate property and assets as provided in the Corporation Code; 3. In case the Golf Club 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 Golf Club or associate of such persons, has a substantial interest, direct or indirect, in the matter to be acted upon. b. No director of the Golf Club has informed the Club in writing that he intends to oppose the action to be taken by the Golf Club. 3

5 THIGCI SEC Form 20-IS Definitive Information Statement CONTROL AND COMPENSATION INFORMATION ITEM 4. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF a. The Golf Club has 2,957 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 eleven (11) members to the Board of Directors. Each stockholder may vote such number of shares for as many as eleven (11) 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 eleven (11) 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 eleven (11). d. 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 Golf Club as of 30 April TITLE OF CLASS NAME AND ADDRESS OF RECORD OWNER AND RELATIONS WITH THE ISSUER NAME OF BENEFICIAL OWNER AND RELATIONSHIP WITH RECORD OWNER CITIZENSHIP NO. OF SHARES HELD PERCENT OF CLASS Proprietary share Belle Corporation* 28/F East Tower Phil. Stock Exchange Centre, Exchange Road Ortigas Center, Pasig City, Metro Manila Same as record owner Filipino 1,328 shares 44.91% *Belle Corporation is a publicly-listed corporation. Its Board of Directors is composed of Jose T. Sio, Mr. Willy N. Ocier, Elizabeth Anne C. Uychaco, Manuel A. Gana, Arthur L. Amansec, Jacinto C. Ng, Jr., Emilio S. De Quiros, Jr.,Virginia A. Yap, Gregorio U. Kilayko, Cesar E. A. Virata, and Amando M. Tetangco, 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. 4

6 THIGCI SEC Form 20-IS Definitive Information Statement 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- 2,141,205, FILIPINO) Common 3 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 LEP JOSEPH BLANHET 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 Golf Club as of 30 April 2018 TITLE OF CLASS Proprietary Share Proprietary Share Proprietary Share Proprietary Share NAME OF BENEFICIAL OWNER Hans T. Sy No. 11 Harvard Road, Forbes Park, Makati City Willy N. Ocier 32 Wilson St., San Juan, Metro Manila Jerry C. Tiu 5 Urdaneta St., Urdaneta Village, Makati City Henry Sy. Jr Pasay Road, Dasmariñas Village, Makati AMOUNT AND NATURE OF OWNERSHIP 1 share/beneficial 1 share/beneficial 1 share/beneficial 1 share/beneficial CITIZENSHIP Filipino Filipino Filipino Filipino PERCENT OF CLASS 0.03% 0.03% 0.03% 0.03% 5

7 THIGCI SEC Form 20-IS Definitive Information Statement TITLE OF CLASS City NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF OWNERSHIP CITIZENSHIP PERCENT OF CLASS Proprietary Share Proprietary Share Proprietary Share Proprietary Share Proprietary Share Proprietary Share Manuel A. Gana 8 San Antonio St., Magallanes Village, Makati City Joseph T. Chua Macroasia Corporation, 12/F Allied Bank Center, 6765 Ayala Avenue, Makati City Frederic C. DyBuncio 637 Calderon Street Mandaluyong City Armin B. Raquel-Santos Unit 2-A 626 two Serendra, Bonifacio Global City, Taguig City A. Bayani K. Tan 57 Athena Loop, Palladium, Mandaluyong City Gabriel R. Singson, Jr. 20 Molave Place, South Forbes Park, Makati City 1 share/beneficial 1 share/beneficial Filipino Filipino 0.03% 0.03% 1 share/beneficial Filipino 0.03% 1 share/beneficial Filipino 0.03% 1 share/beneficial Filipino 0.03% 1 share/beneficial Filipino 0.03% Aggregate Security Ownership of Directors and Officers 10 shares 0.30% 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 Golf Club's voting securities. CHANGES IN CONTROL The Golf Club is not aware of any arrangement that may result in a change in control of the Club. ITEM5. DIRECTORS AND EXECUTIVE OFFICERS a. Directors, Executive Officers, Promoters and Control Persons The following are the incumbent Directors and Executive Officers of the Golf Club elected during the last meeting of the shareholders held on 27 May 2017: NAME NATIONALITY POSITION AGE Hans T. Sy Filipino Chairman of the Board 62 Willy N. Ocier Filipino Vice Chairman 61 TERM OF OFFICE 1992 to present 1992 to present 6

8 THIGCI SEC Form 20-IS Definitive Information Statement NAME NATIONALITY POSITION AGE Jerry C. Tiu Filipino Director / President 61 Manuel A. Gana Filipino A. Bayani K. Tan Filipino Vice President / Treasurer Director/Corporate Secretary Henry T. Sy, Jr. Filipino Director 64 Joseph T. Chua Filipino Independent Director Frederic C. DyBuncio Filipino Director 57 Armin B. Raquel-Santos Filipino Director 50 Gabriel R. Singson, Jr. Filipino Director 51 Ma. Clara T. Kramer Filipino General Manager 56 TERM OF OFFICE 1999 to present topresent to present 2006 to present 2008 to present 2013 to present 2013 to present 2015 to present 2010 to present Upon recommendation of the Company s Nomination Committee composed of Mr. Willy N. Ocier (Chairman), Hans T. Sy and Joseph T. Chua, as required by the Company s Manual of Corporate Governance, 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: Hans T. Sy Mr. Sy has been the Chairman of the Board of the Golf Club from 1992 up to present. He is also a Director of the Tagaytay Midlands Golf Club, Inc. ("TMGCI") since 1992 up to present, The Spa & Lodge at Tagaytay Highlands, Inc. ("TSL") since 1996 up to present and The Country Club at Tagaytay Highlands, Inc. ("TCCATHI") from 1996 up to present. Currently he is the Chairman of the Board of China Banking Corporation and has served as such since May 5, He first served as member of China Banking Corporation's Board of Directors on May 21, 1986, and was elected Vice Chairman in Aside from China Banking Corporation, Mr. Sy also serves in the Boards of other companies listed in the Philippine Stock Exchange (PSE): in SM Prime Holdings, Inc. as Director and Chairman of the Executive Committee and in SM Investments Corporation as Adviser to the Board. He also has positions in other companies under the SM Group. Mr. Sy is a Mechanical Engineering graduate of the De La Salle University. He continues to participate in various trainings and seminars, the most recent of which is the Annual Corporate Governance and Anti-Money Laundering (AML) Training Programs conducted by the Institute of Corporate Directors (ICD) in December Willy N. Ocier Mr. Willy Ocier is the Vice-Chairman of the Golf Club. He is the Chairman of TMGCI, TCCATHI, and TSL. He is likewise one of the two Co-Vice Chairpersons of Belle Corporation. His positions with associated companies are as follows: Chairman and President of Pacific Online Systems 7

9 THIGCI SEC Form 20-IS Definitive Information Statement Corporation; Chairman of APC Group, Inc., Premium Leisure Corp., and Premium Leisure and Amusement, Inc. and AbaCore Holdings Corp. He sits as a Director of the following unaffiliated corporations: Leisure and Resorts World Corporation, Vantage Equities, Philequity Management, Inc., Philequity Funds, Philippine Global Communications, Inc. and Toyota Corporation Batangas. He graduated from Ateneo de Manila University with a Bachelor of Arts degree in Economics. Jerry C. Tiu Mr. Tiu is the President of the Club, as well as TMGCI, TCCATHI. The Spa & Lodge at Tagaytay Highlands, Inc., and Tagaytay Highlands Community Condominium Association, Inc. since year 1994 up to present. Concurrently, he is Chairman of Mega Magazine Publishing, Inc. from year 1992 up to present. He is a Director of Pacific Online Systems Corporation. He is also the former Director of Manila Polo Club from year 1996 to He holds a Bachelor of Science degree in Commerce (Marketing) from the University of British Columbia. Henry T. Sy Jr. Mr. Sy Jr. is a Director of the Golf Club and holds many key positions in the SM Group of Companies as well as several other companies. He is Vice Chairman of SM Investments Corporation since January 11, 2005 up to present. He is also the Chairman of SM Prime Holdings, Inc. since April 15, 2014 up to present. He is also Chairman and CEO of SM Development Corporation from April 24, 2013 up to present, Chairman of Pico de Loro Beach and Country Club Inc. and President of The National Grid Corporation of the Philippines. Mr. Sy holds a degree in Bachelor of Science in Management from De La Salle University. Joseph T. Chua Independent Director Mr. Chua is an Independent Director of the Golf 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 an Independent Director of the Golf Club. He is the President of Glendale Mining & Development Corporation since 1997, Citimex, Inc. since 1984, Cedarside Industries Inc. since 1996, and Barrington Carpets Inc 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). 8

10 THIGCI SEC Form 20-IS Definitive Information Statement A. Bayani K. Tan Mr. A. Bayani K. Tan, Filipino, is a Director and the Corporate Secretary of the Golf Club (since November 1993). 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 Midlands Golf Club, Inc. (since June 1997), The Country Club at Tagaytay Highlands, Inc. (since August 1995), 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 Mr. Gana is a Director, Vice-President and the Treasurer of the Golf Club. He is the President and Chief Executive Officer of Belle Corporation. He joined Belle in 1997 as Vice President for Corporate Development and Special Projects, during which time he was also assigned as the Vice President-Finance and Chief Financial Officer for MagiNet Corporation, then a subsidiary of Sinophil Corporation (now called Premium Leisure Corp.). He is also a Director of Tagaytay Highlands International Golf Club, Inc. Previously, he was Director of Investment Banking at Nesbitt Burns Securities Inc. 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 Corporation. Mr. Gana holds a Master of Business Administration degree from the Wharton School of the University of Pennsylvania, and degrees in Accounting and Economics from De La Salle University. He is a Certified Public Accountant. Armin B. Raquel-Santos Mr. Raquel-Santos is a Director if the Golf Club. He is concurrently the Executive Vice President Integrated Resorts of Belle Corporation, Director, and the President and Chief Executive Officer of both Premium Leisure Corp. and its subsidiary PremiumLeisure and Amusement, Inc. He is also a Director of Pacific Online Systems Corporation and Tagaytay Highlands International Golf Club, Inc., and a member of the Board of Trustees of Melco Resorts (Philippines) Foundation Corporation. Formerly, he was Chief Finance Officer of Aboitizland Inc., Cebu Industrial Park, Inc. 9

11 THIGCI SEC Form 20-IS Definitive Information Statement and Mactan Economic Zone II. His experience include stints with multinational companies such as Securities 2000 Inc. (Singapore Technologies Group) and First Chicago Trust Company of New York. He holds a Master of Arts in Liberal Studies from Dartmouth College, U.S.A. and Bachelor of Science in Business Administration Major in Finance from Iona College, U.S.A. Frederic C. DyBuncio Mr. DyBuncio is a Director of the Golf Club.Prior to joining the Golf Club, he was a career banker who spent over 20 years with JPMorgan Chase and its predecessor institutions. During his stint in the banking industry, he was assigned to various managerial/executive positions where he gained substantial professional experience in the areas of credit, relationship management and origination, investment banking, capital markets, and general management. He has worked and lived in several major cities including New York, Seoul, Bangkok, Hong Kong and Manila. He obtained his undergraduate degree in Business Management from the Ateneo de Manila University, and his Master s Degree in Business Administration from the Asian Institute of Management. Gabriel R. Singson, Jr. Gabriel R. Singson, Jr., 51 years old, Filipino, is presently Chairman of Oak Drive Ventures, Inc. (ODVI), his personal investment vehicle. ODVI is involved in advertising, consumer finance and real estate businesses.odvi is currently expanding its portfolio of hotels and resorts. It operates Spin Designer Hostel in El Nido, Canvas Boutique Hotel in Puerto Princesa, and The Strand in Boracay. He was formerly the Undersecretary of the Department of Finance for Privatization in and prior thereto, he was the Chairman of SR Capital Holdings, Inc. from 2000 to 2005, the Vice Chairman of Pilipino Cable Corporation from 1998 to 2004 and the President of Telemondial Holdings, Inc. from 1997 to He was the Chief Financial Officer of Macondray & Co., Inc. from 1990 to 1996, then Chief Operating Officer thereof from 1996 to 1999, and a director of Del Monte Philippines from 1996 to He obtained his degree in Business Management from the Ateneo de Manila University in 1986, graduating Magna Cum Laude and Master in Business Administration- Finance from the Wharton School, University of Pennsylvania in Executive Officers Ma. Clara T. Kramer Ms. Kramer is the General Manager of Tagaytay Highlands Int'l. Golf Club, Inc. since July She is also the concurrent General Manager of Tagaytay Midlands Golf Club, Inc. and The Country Club at Tagaytay Highlands, Inc. She is also General Manager of Tagaytay Highlands Community Condominium Association Inc., Tagaytay Midlands Community Homeowners Association, Inc., Greenlands Community Homeowners Association, Inc. and The Highlands Prime Community Condominium Owners Association Inc. starting 2018.She was a consistent Dean s Lister in Assumption College (San Lorenzo Village, Makati City) where she earned her bachelor s degree. 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 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. 10

12 THIGCI SEC Form 20-IS Definitive Information Statement b. Material Pending Legal Proceedings As of 30 April 2018, there is no material pending legal proceeding which the Golf Club is a party to. c. Significant Employees The Golf Club has no significant employees. d. Family Relationships Henry T. Sy, Jr. and Hans T. Sy are brothers. e. 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. Except as provided above, the Golf 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 any of the Golf Club's directors or officers was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time; Any conviction by final judgment, in a criminal proceeding, domestic or foreign. 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 the involvement of any of the above persons in any type of business, securities, commodities or banking activities; and, Any finding by a domestic or foreign court of competent jurisdiction (in civil action), the SEC or comparable foreign body, or a domestic or foreign exchange or electronic marketplace or self-regulatory organization, that any of the above persons has violated a securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 11

13 THIGCI SEC Form 20-IS Definitive Information Statement f. Certain Relationships and Related Transactions The Golf Club has not been involved in any transaction during the last two (2) years in which any of its directors, executive officers, nominees or security holders has direct or indirect material interest. Belle Corporation is the parent company of the Golf Club owning 1,328 shares or 44.91% of the total outstanding shares of the Golf Club. g. Disagreement with Director None of the directors have resigned or declined to stand for re-election to the Board of Directors since the last annual meeting of security holders because of a disagreement with the Golf Club on any matter relating to the Golf Club s operations, policies or practices. ITEM 6. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS Except for the President, the Directors do not receive any compensation from the Golf Club. SUMMARY COMPENSATION TABLE President and Executive Officer Year SALARY (Php) BONUS (Php) ,449, N/A ,549, N/A 2018 (estimate) 1,549, N/A The Golf Club has no other arrangements, including consulting contracts, pursuant to which any director of the Golf Club was compensated, or is to be compensated, directly or indirectly, during the Golf Club s last completed fiscal year, and the ensuing year. ITEM 7. INDEPENDENT PUBLIC ACCOUNTANTS SyCip Gorres Velayo & Co. ( SGV ), the Club 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 Club 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 Ong- Mateo was assigned in 2017 as SGV s engagement partner for the Club to replace Mr. Sherwin V. Yason assignment ended after the 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 the Club the corresponding professional fees. The Audit Committee, composed of Mr. Ruben C. Tan as Chairman, and Mr. Willy N. Ocier, Jr. 12

14 THIGCI SEC Form 20-IS Definitive Information Statement 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. ITEM 8. COMPENSATION PLANS There are no stock options, warrants or rights plan or any other type of compensation plan offered to any employees of the Golf Club. 13

15 THIGCI SEC Form 20-IS Definitive Information Statement OTHER MATTERS ITEM 15. ACTION WITH RESPECT TO REPORTS The Golf 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 and Quorum, (3) Approval of the Minutes of the Last Stockholders Meeting, (4) Approval of Audited Financial Statements and Annual Report for 2016, (5) Ratification and Approval of the acts of the Board of Directors (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. Appointments of officers; 2. Membership in Board committees; 3. Employee Benefits and Incentives; 4. Declaration of Delinquent Stockholders and Delinquency Sale; 5. Purchase/Disposal of Motor Vehicles; 6. Designation of Authorized Representatives for Purchase of Land, Consolidation and/or Subdivision of Plans with the Bureau of Lands, and Claim for Refund of Meralco Meter Deposit; 7. Amendment of By-Laws; 8. Budget for Capital Expenditures/Renovation and other Projects; 9. Membership Benefits and Incentives and Club Promotions; 10. Approval of Membership Applications; and 11. Ratification of Membership Policies. Management reports which summarize the acts of management for the year 2017 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. ITEM 18. OTHER PROPOSED ACTIONS The items covered with respect to ratification of the acts of the Board of Directors and officers for the past year up to date of the meeting are those items entered into in the ordinary course of business. 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 eleven (11) 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 14

16 THIGCI SEC Form 20-IS Definitive Information Statement 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. 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 and the votes for or against the matter submitted shall be tallied by the Secretary. The Golf Club shall adopt the rules and procedures for balloting to insure the proper and orderly conduct of elections. Items 8. 9, 10, 11, 12, 13, 14, 16, and 17are not responded to in this report, the Company having no intention to take any action with respect to the information required therein. 15

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18 THIGCI SEC Form 20-IS Definitive Information Statement The Business TAGAYTAY HIGHLANDS INTERNATIONAL GOLF CLUB, INC, BUSINESS AND GENERAL INFORMATION Tagaytay Highlands International Golf Club, Inc. (Golf Club) was incorporated in 1991 as an exclusive membership club operating on a non-profit basis. Its primary purpose is to promote social, recreational and athletic activities among its members by providing and maintaining a golf course, clubhouse, and other sports and recreational facilities. The Golf Club is situated in Tagaytay City which is about 60 kilometers south of Metro Manila. Setting it apart from the other golf courses in the country, the 18-hole par-71 international championship golf course is situated on an89-hectare slope designed by American golf architect, Richard Bigler. It was designed for a thinking player as a lot of challenges affect his play - the hilly terrain, the wind, the fog, uphill play and shots across tropical valleys. The Golf Club also boasts of a two-level clubhouse where the panoramic view of Taal Lake, Mt. Makiling, Laguna de Bay and the plains of Laguna and Batangas can be viewed from. Located on the ground level is the Golfers Lounge while the second level houses an antique shop and theme function rooms. The Golf Club also offers the Swiss-made cable car system in the Philippines which is being utilized to ferry golfers from the front nine holes to back nine holes. Likewise, the Golf Club offers accommodation facilities at the Highlands Inn for its members and guests. For members who do not play golf, a variety of world-class sports and recreational facilities are available at The Country Club at Tagaytay Highlands, Inc. (TCCATHI). Likewise, the different specialty restaurants offer a wide array of cuisines (Filipino, Chinese, Italian, Japanese, etc.) which are sure to satisfy everyone s palate. In December 1996, the camping ground - Camp Highlands - opened to the members. Also, the Country Club has accommodation facilities at the Cottage Grove and Cowboy Cabin available to members and their guests. The Golf Club members likewise, can enjoy the facilities of Tagaytay Midlands Golf Club, Inc. (TMGCI). The facilities include a27-hole golf course, locker rooms, a helipad, a restaurant, and tee houses serving Filipino cuisine, a pro shop and banquet facilities. Revenue contributions are generated from collection of members dues (39%), golf operations (20%), room sales (8%), food and beverage operations (7%), and transfer and assignment fees (3%) and others (23%). 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 Club who may wish to sell or dispose of their shares in the 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 established in various parts of the country. This may affect appreciation in the value of investment in the 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 Golf Club competes in terms of service and facilities. The Golf Club is highly competitive because of its golf course 17

19 THIGCI SEC Form 20-IS Definitive Information Statement where the panoramic view of Taal Lake, Mt. Makiling, and Laguna de Bay can be viewed from. The Golf Club also offers the first cable car system in the Philippines, a Golf Clubhouse which houses the Golfers Lounge and Korean specialty restaurants and accommodation facilities. Sources and availability of raw materials The Golf Club s principal suppliers include Werdenberg International Corporation, Scanasia Overseas Inc., ESV International Corporation, RGL33 Fruits & Vegetable Dealer, Euro Swiss, and Charles Seafoods Supply. There are no existing major supply contracts entered by the Club. Transactions with and/or dependence on related parties In the ordinary course of business, the Golf Club has transactions with affiliates which consist mainly of usage of Golf Club s facilities and services as well as reimbursement of certain operating expenses such as utilities, contract services and repairs and maintenance. Government Regulations The Golf Club has complied with licensing and regulatory requirements necessary for its development and operations. Compliance with Environmental Laws The Golf 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 Golf Club has constructed a Sewerage Treatment Plant for treatment of waste products and reuse in its animal farm and golf course. The Golf Club has also adopted the process of decomposing biodegradable waste products which are converted as fertilizers for the garden. Employees The Golf Club is run by a team of regular and casual employees as follows: Regular Employees (based on head count as of 30 April 2018) GM & Department Heads 16 Supervisors 34 Rank and File 63 Total 113 All regular rank and file employees are subject to the Collective Bargaining Agreement which expires in July Some of the regular employees are also seconded to The Country Club at Tagaytay Highlands, Inc. and Tagaytay Midlands Golf Club, Inc. There has been no strike brought about by the Golf Club s employees in the past seventeen (17) years. Major Business Risks The Golf Club has been sustaining its operational requirements through the collection of monthly dues from each member and the operation of restaurants and golf facilities. The Golf Club has no foreign currency exposures or obligations that will have a material impact on its short-term or 18

20 THIGCI SEC Form 20-IS Definitive Information Statement long-term liquidity due to the depreciation of the peso. Despite the current economic condition, however, club memberships have not been adversely affected. Likewise, the opening of our new restaurants and facilities has attracted more members to visit the Golf Club. We do not foresee any negative effect on members patronage in view of the present economic condition. 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 Golf Club has issued outstanding 2,957 proprietary shares as of 30 April 2018 of which 44.91% is owned by Belle Corporation and the remaining shares are owned by other Club members. There are 1,513 holders of the Club s proprietary shares. Top 20 shareholders are as follows: NAME OF STOCKHOLDER NO. OF SHARES % Belle Corporation 1, Lap Holdings Corporation First Philippine Holdings Corporation First Gas Holdings Corporation Estate of Vicente J. Jayme, Jr Unilever Phils. Inc First Gen Corporation Bank of Commerce Johnson & Johnson (Phils.) Inc Kingcare Pharmaceuticals, Inc Others 1, Grand Total 2, % 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 Golf Club s securities are not traded in the Philippine Stock Exchange. 19

21 THIGCI SEC Form 20-IS Definitive Information Statement 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 Golf Club derived its revenues from membership dues, food and beverage sales, and income from golf operations. Financial Highlights (In Million Pesos) Mar 31 Mar 31 Dec 31 Dec 31 Dec Balance Sheet Total Assets Total Liabilities Total Members Equity Mar 31 Mar 31 Dec 31 Dec 31 Dec Income Statement Total Revenues Total Cost and Operating Expenses Depreciation and Amortization Net Income/(Loss) (0.34) RESULTS OF OPERATIONS Three-month period March 31, 2018 compared to March 31, 2017 REVENUE During the three-month period ended March 31, 2018, the Golf Club generated total revenue of million, increased by 5.47 million or 13.03% from last year s revenue of million. This was mainly attributed to the increase in golf cart, locker rental and others by 2.71 million or 40.41% from 6.71 million to 9.43 million as of March 31, 2017 and 2018 respectively, due to increase in registered paying guests during the period. Food, beverage and sundries revenue also showed an increase of 0.99 million or 39.25% from P2.53 million for the quarter ended March 31, 2017 to 3.53 million for the quarter ended March 31, Miscellaneous income increased by 2.37 million or 45.55%, from 5.21 million in 2017 to 7.58 million in 2018 due to club tournament sponsorship and gain on sale of scrap and fully-depreciated assets during the period. COST AND OPERATING EXPENSES For the three-month ended March 31, 2018, cost and operating expenses of P32.54 million showed an increase of 7.63 million or 23.44% compared to million in Salaries, wages and employee benefit increased by 2.34 million or 21.32% from million in 2017 to million in 2018 due to increase in manning requirement from operations and annual increase in rate from members of collective bargaining agreement. Communications, light and water showed an increase of 0.98 million or 37.46% from 2.63million to 3.61 million in March 31, 2017 and 2018 respectively, due to increase in utilities consumption during the period. Taxes & licenses likewise increased by 0.63 million or 50.92% due to increase in real property tax 20

22 THIGCI SEC Form 20-IS Definitive Information Statement assessment in land during the year Further, supplies expense also increased by 0.64 million or 74.55% due to increase in consumption during the period. Food, beverage and sundries increased by 0.49 million or 28.67% due to the increase in revenue from food and beverage for the first quarter NET INCOME/LOSS For the three-month period ended March 31, 2018, the Golf Club posted net loss amounting to 0.34 million which is lower of 2.04 million or % as compared to net income of 1.70 million in the three-month period ended March 31, December 31, 2017 compared to December 31, 2016 REVENUE For the year ended December 31, 2017, the Golf Club generated total revenue of million, decreased by 0.68 million or 0.39% from last year s revenue of million. This was mainly attributed to the decrease in golf cart, locker rental and others by 1.91 million or 19.23% from 9.93 million to 8.02 million as of December 31, 2016 and 2017 respectively. Membership transfer and assignment fees also showed a decrease of 0.42 million or 6.43% due to lesser number of transferred shares during the period. Miscellaneous income likewise decreased by P2.09 million or 9.13% due to decrease in guest card and service charge revenue for the period. On the other hand, green fees increased by 3.85 million or 44.19% from 8.72 million as of December 31, 2016 to million as of December 31, 2017 due to increase in number of registered paying guests by 1,987 from 8,031 to 10,018 as of December 31, 2016 and December 31, 2017, respectively. Food, beverage and sundries revenue also showed an increase of 0.75 million or 7.11% from million as of December 31, 2016 to million as of December 31, COST AND OPERATING EXPENSES In 2017, cost and operating expenses of million showed a decrease of 2.15 million or 1.27% compared to million in Outside services also showed a decrease of 8.93 million or 41.39% from million as of December 31, 2016 to million as of December 31, 2017 due to decrease in contract service labor during the period. Communications, light and water showed a decrease of 0.78 million or 5.85% from million to million in December 31, 2016 and 2017 respectively due to constant monitoring of utilities consumption during the period. Meanwhile, repairs and maintenance showed an increase of 2.94 million or 12.57% from million as of December 31, 2016 to million as of December 31, 2017 due to increase in landscaping contract service and facilities & building maintenance services during the period. Insurance expense also increased by 0.18 million or 26.87% from 0.67 million as of December 31, 2016 to 0.85 million as of December 31, 2017 due to property insurance for the period. Entertainment, amusement and recreation also showed an increase of P0.10 million or 18.22%. NET INCOME For the year ended December 30, 2017, the Golf Club posted a total net income amounting to 2.58 million which showed an increase of 0.93 million or 55.94% as compared to net income of 1.65million in the year ended December 31, December 31, 2016 compared to December 31, 2015 For the twelve months ended December 31, 2016, the Golf Club generated revenues totaling 21

23 THIGCI SEC Form 20-IS Definitive Information Statement million, a decreased by 9.1 million or 5.0% compared to December 31, 2015 performance of million. This was materially attributed to the decrease in other income by 8.5 million or 22.8% from P37.2 million in 2015 to 28.7 million 2016 representing a nonrecurring income from the assessment of slope protection charged to members in On the other hand, golf cart and locker rentals increased by 1.1 million or 12.9% from 8.8 million in 2015 to 9.9 million in 2016, as a result of the increase in total number of rounds of golf registered from 14,490 rounds in 2015 to 15,042 rounds in Green fees likewise increased by 0.7 million or 8.9%, from P8.0 million in 2015 to 8.7 million in This was due to the increase in the number of registered accompanied guests from 7,661 guests in 2015 to 8,031 guests in In 2016, cost and operating expenses, amounting to million, showed a decreased by P12.8 million or 7.0% compared to million in This was the result of a decrease in depreciation expense by 4.8 million or 13.8%, from P34.4 million in 2015 to 29.6 million in Likewise, personnel costs decreased by 5.2 million or 12.5%, from 41.9 million in 2015 to 36.6 million in Due to the reduction of employees benefits and retirement provision by 2.5 million and 3.5 million, respectively. Further, outside service decreased by 4.1 million or 15.8%, from 25.9 million in 2015 to 21.8 million in 2016 due to the efforts made by the Golf Club to reduce professional fees and contract service labor. Moreover, the constant monitoring of utilities consumption resulted to an increase in savings in communication, light and water by V3.5 million or 20.9% from 16.9 million in 2015 to 13.3 million in In 2016, the Golf Club reported an excess of revenue over expenses in 2016 amounting to 2.4 million an amount greater by 3.6 million over last year s negative result of 1.2 million. Financial Condition and Changes in Financial Condition Three-month period 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 0.79 for each peso of current liabilities as of March 31, 2018 compared to 0.67 as of March 31, Cash and Cash equivalents Cash and cash equivalents increased by million or 36.74%, from million as of March 31, 2017 to P95.83 million as of March 31, 2018 due to net cash provided by operating activities of million. This was offset by cash used in investing activities of 2.52 million and financing activities of 0.36 million. Receivables Receivables decreased by million or 28.89% from million as of March 31, 2017 to million as of March 31, 2018 due to lower receivables from member of 8.56 million and other receivables of 3.95 million. Other current assets Prepaid expenses and other current assets posted an increase of 9.75 million or 31.94% from million as of March 31, 2017 to million as of March 31, 2018 due to creditable withholding tax of 5.34 million, prepaid expense of 1.85 million and advances to contractors & suppliers of 1.75 million. 22

24 THIGCI SEC Form 20-IS Definitive Information Statement Noncurrent assets Property and equipment decreased by million or 4.98% due to depreciation expense incurred during the period. Other noncurrent assets decreased by 3.67 million or 13.12% due to realized input vat capex of 3.20 million and deposit to utilities of 1.71 million. LIABILITIES Total liabilities increased by 3.04 million or 1.38% from million as of March 31, 2017 to million as of March 31, 2018, due to provision for pension liability of 3.65 million. EQUITY The Company s shareholders equity as of March 31, 2018 of million was lower by 0.23 million or 0.07% compared to million as of March 31, 2017 due to net loss during the period of December 31, 2017 compared to December 31, 2016 ASSETS The Club has total assets of million as of December 31, 2017 compared to million as of December 31, The Club has current asset of 2.67 for each peso of current liabilities as of December 31, 2017 compared to 0.69 as of December 31, Cash and Cash equivalents Cash and cash equivalents increased by million, from million in 2016 to million as of December 31, 2017 due to net cash provided by operating activities of million. This was offset by cash used in investing and financing activities of million. Receivables Receivable decreased by million or 62.97%, from million in 2016 to P30.17 million as of December 31, 2017 due to effective collection process during the period. Other current assets Prepaid expenses and other current assets posted an increase of 6.51 million or 22.57% from million as of December 31, 2016 to million as of December 31, 2017 which represent the current portion in deferred input vat capex amounting to 1.19 million, deposit to contractors of 1.86 million for the year 2017 and creditable withholding taxes amounting to 6.39 million for the year Noncurrent assets Property and equipment decreased by million or 5.04% due to depreciation expense incurred during the period of million. Deferred input vat likewise decreased by P3.86 million or 57.98% from 5.89 million as of December 31, 2016 to 2.02 million as of December LIABILITIES Total liabilities decreased by million or 15.43% from million as of December 31, 2016 to million as of December 31, 2017, mainly due to decrease in accounts payables and other current liabilities by million or 17.31% from million as of December 31, 2016 to million as of December 31, 2017 due to payment made in other trade payables and related party. EQUITY The Company s shareholders equity as of December 31, 2017 of million was higher by P1.81 million or 0.57% compared to million as of December 31, 2016 due to total net 23

25 THIGCI SEC Form 20-IS Definitive Information Statement income during the period December 31, 2016 compared to December 31, 2015 ASSETS The Golf Club has a total asset of million as of December 31, 2016, an amount lower by 9.6 million or 1.7% as compared to the balance as of December 31, 2015 amounting to million. During 2016, the Golf Club has a current assets of 0.69 for each peso of its current liabilities and a ratio of 0.66 in Cash and Cash equivalents Cash and cash equivalents also improved from million in 2015 to million in 2016 or approximately 3.78 million. Receivables Receivables decreased by million or 18.21% due to effective collection process during the year. Other current assets Other current assets likewise showed an increase of million or % due to the recognition of creditable withholding taxes arising from related-party receivable transactions. Noncurrent assets Net property and equipment decreased from million in 2015 to million in 2016 or approximately million or 6.72%. The significant decrease was primarily due to depreciation expense recorded in 2016 amounting to million. LIABILITIES Total current liabilities decreased by 14.92million or 5.82% from million in 2015 to million in This was the net result of the following: a) decrease in trade payables from million in 2015 to 14.64million in 2016; b) decrease in related parties transactions from million in 2015 to million in 2016; c) decrease in accrued expenses from 9.39million in 2015 to 6.34million in 2016; d) increase in membership dues paid in advance from million in 2015 to million in 2016; and e) increase in other current payables from million in 2015 to million in On the other hand, noncurrent liabilities increased from 8.70 million in 2015 to 12.40million in EQUITY Members Equity increased by 1.62million or 0.51%, from million in 2015 to million in 2016, a result of the positive excess of revenue over expenses attained in The Golf Club has authorized proprietary certificate of 3,000 shares with no par value, and issued and outstanding shares of 2,957. Below are the comparative five (5) key performance indicators of the Golf Club: PERFORMANCE INDICATORS FORMULA FOR CALCULATION DECEMBER 31, 2017 (AUDITED) DECEMBER 31, 2016 (AUDITED) Current ratio Current assets over current liabilities 0.76:1: : 1.00 Debt to equity ratio Total debt over total 0.68:1: :

26 THIGCI SEC Form 20-IS Definitive Information Statement members equity Debt ratio Asset-to-Equity ratio EBITDA * per share Total debt over total assets Total Asset over Total Equity Excess of Revenue Over Expenses before Interest, Tax, Depreciation and Amortization over weighted average number of shares 0.40:1: : : : 1.00 P11, P 10, * Excess of Revenue Over Expenses before Interest, Tax, Depreciation and Amortization (EBITDA) * Earnings before Interest, Taxes, 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 Golf Club; ii. Events that will trigger direct or contingent financial obligation that is material to the Golf 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 Golf 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 Golf 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 Golf Club s continuing operations; vii. Seasonal aspects that had a material impact on the Golf Club s results of operations; and viii. Material changes in the financial statements of the Golf Club from the year ended 31 December 2017, except as reported in the MD&A. Disagreements with Accountants on Accounting and Financial Disclosure No principal accountant or independent accountant of the Golf Club has resigned, was dismissed or has ceased to perform services during the calendar year covered by this report. There was no disagreement with the accountants on any matter of accounting principles or practices, financial statement disclosures, or auditing scope procedure. 25

27 THIGCI SEC Form 20-IS Definitive Information Statement Mergers, Consolidations, Acquisitions and Similar Matters (a) following: There is no action to be taken with respect to any transaction involving the 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 Golf Club. 26

28 THIGCI SEC Form 20-IS Definitive Information Statement DISCUSSION ON CORPORATE GOVERNANCE The Golf Club maintains its commitment to 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 Golf 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 Gold 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. In compliance with the initiative of the Securities and Exchange Commission ( SEC ) under Memorandum Circular No. 2, Series of 2002, the Club, on 30 August 2002, submitted its Manual on Corporate Governance (the Manual ) to the SEC. Pursuant to the Manual, the Golf Club s Board of Directors elects annually the members of the committees of the Board, as well as the Company Compliance Officer. 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). Members of the various committees serve for a term of one (1) year. The Board establishes the major goals, policies and objectives of the Golf 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. 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 Golf Club is not aware of any non-compliance with its Manual on Corporate Governance, by any of its officers or employees. 27

29 THIGCI SEC Form 20-IS Definitive Information Statement 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 ANNUAL REPORT (SEC FORM 17-A) WITHOUT CHARGE. ANY SUCH WRITTEN REQUEST SHALL BE ADDRESSED TO: THE CORPORATE SECRETARY TAGAYTAY HIGHLANDS INTERNATIONAL GOLF CLUB, INC. TAGAYTAY HIGHLANDS COMPLEX, BRGY. CALABUSO, TAGAYTAY CITY f:\data\clients\148\corp\asm\asm 2018\2018 definitive 20-is thigci final.docx ABKT\JCN\ACR\MAS

30 A S O S.E.C. Registration Number T A G A Y T A Y H I G H L A N D S I N T E R N A T I O N A L G O L F C L U B, 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 R G 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 FORM TYPE Month Day Calendar Year For the Quarter Ended Secondary License Type, If Applicable Dept. Requiring this Doc. Amended Articles Number/Section Total No. of Stockholders Domestic Foreign Total Amount of Borrowings To be accomplished by SEC Personnel concerned File Number LCU Document I.D. Cashier STAMPS

31 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: Tagaytay Highlands International Golf Club, Inc. 5. Makati, Metro Manila, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. Tagaytay Highlands Complex, Brgy. Calabuso, Tagaytay City 4120 Address of principal office Postal Code 8. (046) Issuer's telephone number, including area code 9. Year ended December 31 Calendar 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 2, 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 ]

32 PART I - FINANCIAL INFORMATION Item 1. Financial Statements The following financial statements are attached as Exhibits: 1. Unaudited statements of financial position as of March 31, 2018 and March 31, 2017 and audited financial position as of December 31, 2017; 2. Unaudited statements of revenues and expenses for the three-month period ended March 31, 2018 and 2017; 3. Unaudited statements of cash flows for the three-month period ended March 31, 2018 and March 31, 2017 and audited financial statements for the year ended December 31, Unaudited statements of changes in members equity as of March 31, 2018 and audited statements of changes in members equity as of December 31, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition Three-month period 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 0.79 for each peso of current liabilities as of March 31, 2018 compared to 0.67 as of March 31, Cash and Cash equivalents Cash and cash equivalents increased by million or 36.74%, from million as of March 31, 2017 to P95.83 million as of March 31, 2018 due to net cash provided by operating activities of million. This was offset by cash used in investing activities of 2.52 million and financing activities of 0.36 million. Receivables Receivables decreased by million or 28.89% from million as of March 31, 2017 to million as of March 31, 2018 due to lower receivables from member of 8.56 million and other receivables of 3.95 million. Other current assets Prepaid expenses and other current assets posted an increase of 9.75 million or 31.94% from million as of March 31, 2017 to million as of March 31, 2018 due to creditable withholding tax of 5.34 million, prepaid expense of 1.85 million and advances to contractors & suppliers of 1.75 million. Noncurrent assets Property and equipment decreased by million or 4.98% due to depreciation expense incurred during the period. Other noncurrent assets decreased by 3.67 million or 13.12% due to realized input vat capex of 3.20 million and deposit to utilities of 1.71 million.

33 LIABILITIES Total liabilities increased by 3.04 million or 1.38% from million as of March 31, 2017 to million as of March 31, 2018, due to provision for pension liability of 3.65 million. EQUITY The Company s shareholders equity as of March 31, 2018 of million was lower by 0.23 million or 0.07% compared to million as of March 31, 2017 due to net loss during the period of Three-month period March 31, 2018 compared to 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 ratio of 0.79 for each peso of current liabilities as of March 31, 2018 compared to P0.76 as of December 31, Cash and Cash equivalents Cash and cash equivalents increased by million or 12.89, from million in 2017 to million as of March 31, 2018 due to net cash provided by operating activities of million. This was offset by cash used in investing activities of 2.52 million and financing activities of P0.36 million. Receivables Receivables decreased by 3.81 million or 12.60% from million as of December 31, 2017 to million as of March 31, 2018 due to decrease in receivable from members and credit card. Other current assets Prepaid expenses and other current assets posted an increase of 4.93 million or 13.95% from P35.34 million as of December 31, 2017 to million as of March 31, 2018 which represent the unamortized portion of 4.75 million from payment made in annual real property tax for Noncurrent assets Property and equipment decreased by 4.38 million or 1.15% due to depreciation expense incurred during the period of 7.17 million and net to an improvement in facilities and equipment of 2.09 million. LIABILITIES Total liabilities decreased by 7.98 million or 3.72% from million as of December 31, 2017 to million as of March 31, 2018, mainly due to increase in membership dues paid in advance of 4.32 million and related party of 2.77 million during the period. EQUITY The Company s shareholders equity as of March 31, 2018 of million was lower by 0.34 million or 0.11% compared to million as of December 31, 2017 due to net loss during the period of 2018.

34 Results of Operations Quarter Ended March 31, 2018 compared to March 31, 2017 REVENUE During the three-month period ended March 31, 2018, the Golf Club generated total revenue of P47.46 million, increased by 5.47 million or 13.03% from last year s revenue of million. This was mainly attributed to the increase in Golf cart, locker rental and others by 2.71 million or 40.41% from 6.71 million to 9.43 million as of March 31, 2017 and 2018 respectively, due to increase in registered paying guests during the period. Food, beverage and sundries revenue also showed an increase of 0.99 million or 39.25% from 2.53 million for the quarter ended March 31, 2017 to 3.53 million for the quarter ended March 31, Miscellaneous income increased by 2.37 million or 45.55%, from 5.21 million in 2017 to 7.58 million in 2018 due to club tournament sponsorship and gain on sale of scrap and fully-depreciated assets during the period. COST AND OPERATING EXPENSES For the three-month ended March 31, 2018, cost and operating expenses of million showed an increase of 7.63 million or 23.44% compared to million in Salaries, wages and employee benefit increased by 2.34 million or 21.32% from million in 2017 to million in 2018 due to increase in manning requirement from operations and annual increase in rate from members of collective bargaining agreement. Communications, light and water showed an increase of 0.98 million or 37.46% from 2.63 million to 3.61 million in March 31, 2017 and 2018 respectively, due to increase in utilities consumption during the period. Taxes & licenses likewise increased by 0.63 million or 50.92% due to increase in real property tax assessment in land during the year Further, supplies expense also increased by 0.64 million or 74.55% due to increase in consumption during the period. Food, beverage and sundries increased by 0.49 million or 28.67% due to the increase in revenue from food and beverage for the first quarter NET INCOME/LOSS For the three-month period ended March 31, 2018, the Golf Club posted net loss amounting to 0.34 million which is lower of 2.04 million or % as compared to net income of 1.70 million in the three-month period ended March 31, 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 Debt to assets ratio Asset-to-Equity ratio Current assets over current liabilities Total debt over total members equity Total debt over total assets Total Asset over Total Equity 0.79 : : : : : : : : : : : : 1.00

35 EBITDA * per share Excess of Revenue Over Expenses before Interest, Tax, Depreciation and Amortization over weighted average number of shares 2, , , * Earnings 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 Golf Club; ii. Events that will trigger direct or contingent financial obligation that is material to the Golf 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 Golf 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 Golf 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 Golf Club s continuing operations; vii. Seasonal aspects that had a material impact on the Golf Club s results of operations; and viii. Material changes in the financial statements of the Golf Club as of March 31, 2018, except as reported in the MD&A.

36 PART II - OTHER INFORMATION Other Required Disclosures 1. There are no material contingencies and any other events or transactions that are material to an understanding of the current interim period. TAGAYTAY HIGHLANDS INTERNATIONAL GOLF CLUB, INC. (A Nonprofit Corporation) NOTES TO FINANCIAL STATEMENTS 1. The Club s 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 unaudited interim financial statements as of March 31, 2017 and audited financial statements as of December 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 the 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 Golf Club s financial position or financial performance.

37 12. The application of the amendment on PAS 28 (investments in Associates and Joint Ventures) will have no significant impact on the Golf Club s financial position or financial performance. 13. The amendment on PFFRS 1 (Government Loans) does not comply with the Golf 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 Golf Club s financial position or performance. 15. There will be no impact on the Golf Club s financial position and performance for the application of PFRS 10 (Consolidated Financial Statements). 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 Interest in Other Entities) will have no impact on the Golf 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

38

39 T A G A Y T A Y H I G H L A N D S INTERNATIONAL GOLF CLUB, INC. ( A Nonprofit Corporation ) STATEMENTS OF FINANCIAL POSITION March 31 March 31 December ( Unaudited ) ( Unaudited ) ( Audited ) A S S E T S Current Assets Cash and cash equivalents (see schedule 1) P 95,826,199 P 70,081,209 P 84,888,046 Receivables (see schedule 2) 26,366,703 37,076,395 30,168,353 Inventories (see schedule 3) 1,175,138 1,195,246 1,216,425 Other current assets (see schedule 4) 40,266,266 30,518,303 35,337,744 Total Current Assets 163,634, ,871, ,610,567 Noncurrent Assets Property and equipment - net (see schedule 5) 346,808, ,977, ,890,533 Investment Property 5,545,392 5,545,392 5,545,392 Franchise 160, , ,000 Other noncurrent assets - (see schedule 6) 24,268,527 27,934,538 23,540,219 Total Noncurrent Assets 376,782, ,736, ,166,145 P 540,417,102 P 537,608,103 P 532,776,713 LIABILITIES AND MEMBERS' EQUITY Current Liabilities Accounts Payable and other current liabilities - (see schedule 7) P 205,385,279 P 205,796,522 P 197,996,204 Loans payable - current 1,521, ,741 1,489,929 Total Current Liabilities 206,906, ,554, ,486,133 Noncurrent Liability Pension liability 14,859,981 11,209,859 13,909,910 Loans payable - non-current 746,321 1,710, ,138,605 Total Nonurrent Liabilities 15,606,301 12,920,524 15,048,515 Total Liabilities 222,513, ,474, ,534,648 Members' Equity Proprietary certificates - no par value Authorized - 3,000 shares Issued and outstanding - 2,957 shares 910,736, ,736, ,736,853 Additional paid-in capital 35,000,000 35,000,000 35,000,000 Proprietary certificates 945,736, ,736, ,736,853 Cummulative excess of expenses over revenues Balance at beginning of the quarter (633,599,968) (636,179,364) (636,179,364) Other Comprehensive Income/(Loss) 6,105,180 6,870,909 6,105,180 Excess of revenue over expenses (337,974) 1,704,918 2,579,396 Cummulative excess of expenses over revenues (627,832,763) (627,603,537) (627,494,788) Net Members' Equity 317,904, ,133, ,242,065 P 540,417,102 P 537,608,103 P 532,776,713

40 T A G A Y T A Y H I G H L A N D S INTERNATIONAL GOLF CLUB, INC. ( A Nonprofit Corporation ) STATEMENTS OF REVENUE AND EXPENSES For the Three Months Period Ended March 31, 2018 and 2017 REVENUES Jan-18 Jan-17 to to Mar-18 Mar-17 ( Unaudited ) ( Unaudited ) Membership dues P 18,328,453 P 18,365,993 Clubhouse operations: Food, beverage and sundries 3,525,690 2,531,884 Rooms sales 3,690,145 4,428,941 Green Fees 6,163,294 3,706,368 Golf cart, locker rental and others 3,265,010 3,008,284 16,644,139 13,675,477 OTHER INCOME Commission 3,125,560 3,301,686 Membership transfer fees 937, ,286 Assignment fees 477, ,876 Miscellaneous 7,582,930 5,209,934 12,123,669 9,813,782 FOREX GAIN (LOSS) 194,271 48,608 INTEREST INCOME 171,450 87,159 GROSS REVENUE 47,461,984 41,991,019 COST AND OPERATING EXPENSES Salaries, wages and employee benefits 13,293,928 10,958,009 Repairs and maintenance 6,960,448 6,452,718 Outside services 3,163,720 2,885,698 Communications, light and water 3,609,770 2,626,009 Food, beverage and sundry costs 2,194,709 1,705,700 Taxes and Licenses 1,865,287 1,235,930 Supplies Expense 1,501, ,427 Fuel and oil 761, ,148 Laundry 555, ,098 Insurance 194, ,829 Entertainment, amusement and recreation 94, ,953 Interest expense 52,579 42,180 Miscellaneous Expense 5,923,287 4,598,134 40,170,491 32,542,834 INCOME ( LOSS ) BEFORE DEPRECIATION EXPENSE 7,291,492 9,448,185 Depreciation Expense 7,168,456 7,430,029 INCOME ( LOSS ) BEFORE INCOME TAX 123,036 2,018,156 Prov for Income Tax-Current 427, ,137 Final Withholding Tax 33,470 17,100 PROVISION FOR (BENEFIT FROM) INCOME TAX 461, ,237 NET INCOME (LOSS) P (337,974) P 1,704,918 Loss Per Share ( see schedule 8 ) P (114) P 577

41 T A G A Y T A Y H I G H L A N D S INTERNATIONAL GOLF CLUB, INC. ( A Nonprofit Corporation ) STATEMENTS OF CHANGES IN MEMBERS' EQUITY March 31 March 31 December ( Unaudited ) ( Unaudited ) ( Audited ) PROPRIETARY CERTIFICATES - no par value Authorized - 3,000 shares Issued and outstanding - 2,957 shares P 909,516,853 P 909,516,853 P 909,516,853 Additional paid-in capital 35,000,000 35,000,000 35,000, ,516, ,516, ,516,853 DEPOSIT FOR FUTURE STOCK SUBSCRIPTION 1,220,000 1,220,000 1,220,000 CUMULATIVE EXCESS OF EXPENSES OVER REVENUES Balance at beginning of period, as previously reported (633,599,968) (636,179,364) (636,179,364) Effect of change in accounting for preoperating expenses (see note below) Balance at beginning of period, as restated (633,599,968) (636,179,364) (636,179,364) Other Comprehensive Income/(Loss) 6,105,180 6,870,909 6,105,180 Excess of expenses over revenues (337,974) 1,704,918 2,579,396 Balance at end of year (627,832,763) (627,603,537) (627,494,788) P 317,904,091 P 318,133,316 P 318,242,065

42 T A G A Y T A Y H I G H L A N D S International Golf Club, Inc. STATEMENT OF CASH FLOWS For the Three Months Period Ended March 31, 2018 and 2017 and year ended Decemebr 31, 2017 Jan-18 Jan-17 Jan-17 to to to Mar-18 Mar-17 Dec-17 ( Unaudited ) ( Unaudited ) ( Audited ) CASH FLOWS FROM OPERATING ACTIVITITES Excess (deficiency) of revenue over expenses before income tax P (337,974) P 1,704,918 P 3,819,401 Adjustments to reconcile excess of expenses over revenues to net cash provided by ( used in ) operating activities: Depreciation expense 7,168,456 7,430,029 29,163,564 Interest Income (171,450) (87,159) (487,537) Gain on sale of property and equipment (298,900) - (290,922) Amortization 30,000 30, ,000 Unrealized foreign exchange loss (gain) (194,271) (48,608) (42,948) Interest expense 52, ,787 Pension costs 950, ,168 2,578,305 Income before working capital changes 7,198,510 9,573,349 35,111,650 Decrease (increase) in: Accounts receivable 3,801,650 11,878,321 51,312,011 Inventories 41,287 (202,391) (223,570) Other current assets (4,928,521) (4,683,175) (103,531) Increase / (Decrease) in accounts payable, accrued Accounts payable and other current liabilities 7,336,496 (1,970,088) (42,255,201) Cash generated from (used for) operations 13,449,421 14,596,017 43,841,359 Benefits paid - (464,322) Interest received 171,450 87, ,537 Income tax paid - (7,305,738) Net cash provided by (used in) operating activities 13,620,871 14,683,175 36,558,836 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment (1,757,900) (1,809,241) (11,732,488) Proceeds from sale of property and equipment - 1,537,121 Deferred tax Decrease (increase) in other noncurrent assets (758,307) (1,241,069) 178,065 Net cash used in investing activities (2,516,207) (3,050,310) (10,017,302) CASH FLOWS FROM FINANCING ACTIVITIES Loans payable from financing instituttion (360,782) (242,240) (338,412) Net cash from (used in) financing activities (360,782) (242,240) (338,412) NET INCREASE ( DECREASE ) IN CASH AND CASH EQUIVALENTS 10,743,882 11,390,625 26,203,122 EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALEN 194,271 48,608 42,948 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 84,888,046 58,641,976 58,641,976 CASH AND CASH EQUIVALENTS AT END OF YEAR P 95,826,199 P 70,081,209 P 84,888,046

43 T A G A Y T A Y H I G H L A N D S International Golf Club, Inc. SCHEDULE OF ACCOUNTS March 31 March 31 December ( Unaudited ) ( Unaudited ) ( Audited ) Schedule 1 CASH AND CASH EQUIVALENTS Cash on hand and in banks P 74,717,324 P 49,505,245 P 64,079,733 Short Term Investment 21,108,876 20,575,963 20,808,313 Schedule 2 P 95,826,199 P 70,081,209 P 84,888, RECEIVABLES Members P 20,949,850 P 29,504,949 P 23,309,141 Related Party 739, , ,361 Advances to officers and employees 1,044,532 1,028, ,688 Other receivables 3,986,677 7,934,949 5,989,131 26,720,672 39,257,522 30,522,322 Less: Allowance for Doubtful Accounts (353,969) (2,181,126) (353,969) Schedule 3 P 26,366,703 P 37,076,395 P 30,168, INVENTORIES Food and Beverage P 751,354 P 711,425 P 717,586 Supplies 423, , ,838 Schedule 4 P 1,175,138 P 1,195,246 P 1,216,425 0 PREPAID EXPENSES AND OTHER CURRENT ASSETS Advances to contractors and suppliers P 4,277,199 P 2,530,913 P 4,162,918 Prepaid expenses 5,938,989 4,087, ,916 Prepaid input VAT 807,779-1,190,704 Other current assets 29,242,299 23,900,281 29,265,206 Schedule 5 P 40,266,266 P 30,518,303 P 35,337, PROPERTY AND EQUIPMENT Land P 229,680,840 P 229,680,840 P 229,680,840 Land Improvements 533,029, ,707, ,024,167 Building 69,827,050 69,734,639 69,827,050 Building and Improvements 49,308,615 46,817,430 47,522,481 Facilities and Equipment 312,175, ,881, ,644,061 Office, Furniture, Fixtures and Equipment 60,438,843 59,603,753 60,342,324 Operating Equipment 16,975,378 16,404,384 16,793,533 Transportation Equipment 30,900,432 29,278,923 30,896,075 1,302,335,978 1,315,109,009 1,299,730,531 Accumulated Depreciation (960,523,717) (950,962,707) (953,355,261) Construction in Progress 4,996, ,718 5,515,263 P 346,808,877 P 364,977,020 P 351,890,533

44 T A G A Y T A Y H I G H L A N D S International Golf Club, Inc. SCHEDULE OF ACCOUNTS March 31 March 31 December ( Unaudited ) ( Unaudited ) ( Audited ) Schedule 6 OTHER ASSETS Intangible Assets P 21,282,067 P 20,030,070 P 20,739,807 Other Assets 2,985,705 7,903,714 2,799,658 Deposit on Containers Schedule 7 P 24,268,527 P 27,934,538 P 23,540, ACCOUNTS PAYABLE AND ACCRUED EXPENSES Trade P 10,826,889 P 11,819,059 P 13,456,975 Related parties 111,639, ,248, ,865,565 Statutory payables 42,432,991 41,431,374 40,485,344 Membership dues paid in advance 20,559,630 24,383,860 16,241,503 Accrued Expenses 7,610,673 8,034,557 7,070,308 Refundable Deposits 4,052,370 3,896,000 3,852,370 Others 8,263,227 6,982,686 8,024,137 P 205,385,279 P 205,796,522 P 197,996,204

45 Tagaytay Highlands International Golf Club, 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

46 C O V E R S H E E T for AUDITED FINANCIAL STATEMENTS SEC Registration Number C O M P A N Y N A M E T A G A Y T A Y H I G H L A N D S I N T E R N A T I O N A L G O L F C L U B, 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) 1,511 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@tagaytayhi ghlands.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.

47 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 Tagaytay Highlands International Golf Club, Inc. Tagaytay Highlands Complex Barangay Calabuso, Tagaytay City, Philippines We have audited the financial statements of Tagaytay Highlands International Golf Club, 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 Golf 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

48 INDEPENDENT AUDITOR S REPORT The Board of Directors and Members Tagaytay Highlands International Golf Club, Inc. Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Tagaytay Highlands International Golf Club, Inc. (the Golf 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 Golf 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 Golf 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.

49 - 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 Golf 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 Golf Club or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Golf 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 Golf Club s internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

50 - 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 Golf 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 Golf 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 Tagaytay Highlands International Golf Club, 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

51 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 Tagaytay Highlands International Golf Club, 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 Tagaytay Highlands International Golf Club, Inc. (the Golf 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 Golf 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 Golf 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

52 - 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 Golf 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 Golf Club or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Golf 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 Golf 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

53 - 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 Golf 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 Golf 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 Tagaytay Highlands International Golf Club, 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

54 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 ON THE SUPPLEMENTARY INFORMATION REQUIRED UNDER REVENUE REGULATIONS NO The Board of Directors and Members Tagaytay Highlands International Golf Club, Inc. Tagaytay Highlands Complex Barangay Calabuso, Tagaytay City, Philippines We have audited in accordance with Philippine Standards on Auditing, the financial statements of Tagaytay Highlands International Golf Club, Inc. (a nonprofit corporation) as at December 31, 2017 and 2016 and for each of the three years in the period ended December 31, 2017 and have issued our report thereon dated April 7, 2018 which contained an unqualified opinion on those financial statements. 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 for the year ended December 31, 2017 is presented for purposes of filing with the Bureau of Internal Revenue and is not a required part of the basic financial statements. The information is also not required by Securities Regulation Code Rule 68, As Amended (2011). Revenue Regulations No require the information to be presented in the notes to financial statements. Such information is the responsibility of the management of Tagaytay Highlands International Golf Club, Inc. The information has been subjected to the auditing procedures applied in our audit of the basic financial statements. In our opinion, the information is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. 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