CENTURY ACQUA LIFESTYLE CORPORATION(incorporated in the Republic of the Philippines)

Primary Offer and Sale of:

Type of Share No of Shares Shares perBoard Lot

No of BoardLots Price per Share Price per Board

Lot

Preferred A 6,344 13 488 PHP 166,667 PHP 2,166,671

Preferred B 520 13 40 PHP 238,889 PHP 3,105,557

Preferred C 520 13 40 PHP 383,333 PHP 4,983,329

Preferred D 520 13 40 PHP 444,444 PHP 5,777,772

Total 7,904 608

The Offer Shares relates to Ownership of the Preferred Shares of Century Acqua Life-style Corporation which shall entitle the Preferred Shareholders to a 40% Net Room Ren-tal Revenue; to use the condominium units owned by the Company in, and enjoy the fa-cilities of, Acqua 6 Tower of Acqua Private Residences to be managed by Accor under

the Novotel Suites Manila Brand

The date of this Prospectus is 15 June 2015

THE PHILIPPINE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVEDTHESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS ACCURATE OR COM-PLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE ANDSHOULD BE REPORTED IMMEDIATELY TO THE PHILIPPINES SECURITIES AND EX-CHANGE COMMISSION.

Century Acqua Lifestyle Corporation21/F Pacific Star BuildingMakati Avenue, Makati City,Telephone Number: +63-2-793 5500Corporate Website: www.novotelsuitesmanila.com/calc

This Prospectus relates to the offer and sale of an aggregate 7,904 Preferred A, Preferred B, Preferred C andPreferred D Shares (collectively, the “Offer Shares”) of Century Acqua Lifestyle Corporation, a corporationorganized under Philippine law (the “Company” or the “Issuer”). The Offer Shares will comprise of (i)6,344 Class A Preferred Shares (the “Preferred Class A Shares”); (ii) 520 Class B Preferred Shares (the “Pre-ferred Class B Shares”); (iii) 520 Class C Preferred Shares (the “Preferred Class C Shares”); and (iv) 520Class D Preferred Shares (the “Preferred Class D Shares”)

Pursuant to its Articles of Incorporation, the Company has an authorized capital stock of P 100,000,000.00divided into (i) 94,164,560.00 Common Shares with a par value of P 1.00 per share; (ii) 6,344 PreferredClass A Shares with a par value of P 10.00 per share ; (iii) 520 Preferred Class B Shares with a par value ofP 100.00 per share; (iv) 520 Preferred Class C Shares with a par value of P 1,000.00 per share; and (v) 520Preferred Class D Shares with a par value of P 10,000.00 per share. Out of the Authorized Capital Stock,25,000,000 Common Shares are outstanding as of the date of this Prospectus. The Offer Shares are the Pre-ferred Class A, Preferred Class B, Preferred Class C and Preferred Class D Shares of the Company.

The Offer Shares will be offered at the following prices (i) up to ₱166,667 per Preferred Class A Shareequivalent to 488 board lots at an Offer Price of up to P2,166,671 per board lot; (ii) up to ₱238,889 per Pre-ferred Class B Share equivalent to 40 board lots at an Offer Price of up to P3,105,557 per board lot; (iii) upto ₱383,333 per Preferred Class C Share equivalent to 40 board lots at an Offer Price of up to P4,983,329 perboard lot; and (iv) up to ₱444,444 per Preferred Class D Share equivalent to 40 board lots at an Offer Priceof up to P5,777,772 per board lot (collectively, the “Offer Price”). The determination of the Offer Price isfurther discussed on page 36of this Prospectus. A total of up to 6,344Preferred Class A Shares, 520 PreferredClass B Shares, 520 Preferred Class C Shares and 520 Preferred Class D Shares will be outstanding after theOffer.

The total proceeds to be raised by the Company from the sale of the Offer Shares will be approximately₱1,612,001,768. The estimated net proceeds to be raised by the Company from the sale of the Offer Shares(after deducting fees and expenses payable by the Company of approximately ₱216,474,510) will be approx-imately ₱1,395,527,258. The Company intends to use the net proceeds it receives from the Offer Shares topay Century Limitless Corporation (“CLC”) the purchase price for the 152 condominium units it acquired inAqua 6 Tower of the Acqua Private Residences, pay the operating expenses which include the general andadmin expenses, taxes and interest expense. For a more detailed discussion on the proceeds from the sale ofthe Offer Shares and the Company’s proposed use of proceeds, please see “Use of Proceeds” beginning onpage 30 of this Prospectus.

Each holder of the Preferred Class A, Preferred Class B, Preferred Class C and Preferred Class D Shares willbe entitled to use the facilities of the 152 condominium units acquired by the Company from CLC, subject tocertain restrictions and limitations provided in this Prospectus. The holders of the Preferred Shares will alsobe entitled to a share in the Net Room Rental Revenue of 40% over the 152 Condominium Units, payableannually but will no longer be entitled to dividends. For a more thorough discussion on the benefits and

share in the Net Room Rental Revenue, please see “Preferred Shareholders’ Entitlements & Dividends” be-ginning on page 32 of this Prospectus.

The 152 condominium units of the Acqua 6 Tower is part of CLC’s Acqua Private Residences development,a magnificent multi-tower master-planned development on a 2.4-hectare prime property, rising right on thewaterfront at a point where Mandaluyong City meets Makati City. It is composed of 6 towers – Niagara, Su-therland, Dettifoss, Livingstone, Iguazu and Acqua 6 Tower. The development has a view of the dazzling

i

Makati skyscrapers across the bridge. It is accessible via the Makati-Mandaluyong Bridge and is also con-nected to the Makati Central Business District via the newly constructed Estrella-Pantaleon Bridge. Pleasesee “The Acqua Private Residences” beginning on page 10 of this Prospectus.

The Acqua 6 Tower is the sixth building within the integrated urban residential development, which willhouse 310 Hotel Suites and 149 branded residential units. Of the 310 Hotel Suites, 152 will be owned by theCompany while the remaining 158 units will remain with CLC. The 149 residential units will be sold byCLC as retail units. The Acqua 6 Tower will be a dedicated hospitality project to be managed by NovotelSuites, Manila. Please see discussion on the property under “The Acqua 6 Tower” beginning on page 11 ofthis Prospectus. The Acqua 6 Tower will be fully financed by CLC’s credit facility from a reputable bank inthe Philippines.

The information contained in this Prospectus relating to the Company and its intended operations has beensupplied by the Company, unless otherwise stated herein. To the best of its knowledge and belief, the Com-pany, which has taken reasonable care to ensure that such is the case, confirms that the information con-tained in this Prospectus relating to it and its intended operations is correct, and that there is no materialmisstatement or omission of fact which would make any statement in this Prospectus misleading in any ma-terial respect and that the Company hereby accepts full and sole responsibility for the accuracy of the infor-mation contained in this Prospectus with respect to the same.

Unless otherwise indicated, all information in this Prospectus is as of the date of this Prospectus. Neither thedelivery of this Prospectus nor any sale made pursuant to this Prospectus shall, under any circumstances,create any implication that the information contained herein is correct as of any date subsequent to the datehereof or that there has been no change in the affairs of the Company since such date.

Before making an investment decision, investors should carefully consider the risks associated with an in-vestment in the Offer Shares. These risks include:

• Risks relating to the Company’s business;

• Risks relating to the development of Acqua 6 Tower of the Acqua Private Residences

• Risks relating to the Philippines;

• Risks relating to the Offer and the Offer Shares and

• Risks relating to certain statistical information in this Prospectus.

Please refer to the section entitled “Risk Factors” beginning on page 20 of this Prospectus, which, while notintended to be an exhaustive enumeration of all risks, must be considered in connection with a purchase ofthe Offer Shares.

The Offer Shares will be sold over-the-counter to the public and not through the facilities of the PhilippineStock Exchange; neither will the shares be listed on the Philippine Stock Exchange. The Offer will not beunderwritten; hence no underwriting fees shall be incurred. The Offer Price will be determined by the Com-pany based upon the finalization of the various agreements to be entered into by the Company. See “Deter-mination of the Offer Price.”

The Offer Shares pertains to Preferred Shares that are not entitled to any dividends from the Company. ThePreferred Shares are entitled to a 40% Net Room Rental Revenue as fully discussed in the Prospectus.

An application has been made to the SEC to register the Offer Shares under the provisions of the SecuritiesRegulation Code of the Philippines (Republic Act (“R.A.”) No. 8799) (the “SRC”).

ii

No representation or warranty, express or implied, is made by the Company regarding the legality of an in-vestment in the Offer Shares under any legal, investment or similar laws or regulations. The contents of thisProspectus are not investment, legal or tax advice. Prospective investors should consult their own counsel,accountant and other advisors as to legal, tax, business, financial and related aspects of a purchase of the Of-fer Shares. In making any investment decision regarding the Offer Shares, prospective investors must rely ontheir own examination of the Company and the terms of the Offer, including the merits and risks involved.Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents oruse of any information herein for any purpose other than considering an investment in the Offer Shares isprohibited.

THE OFFER SHARES ARE BEING OFFERED IN THE PHILIPPINES ON THE BASIS OF THISPROSPECTUS ONLY. ANY DECISION TO PURCHASE THE OFFER SHARES IN THE PHILIP-PINES MUST BE BASED ONLY ON THE INFORMATION CONTAINED HEREIN.

No person has been authorized to give any information or to make any representations other than those con-tained in this Prospectus and, if given or made, such information or representations must not be relied uponas having been authorized by the Company. This Prospectus does not constitute an offer to sell or the solici-tation of an offer to purchase any securities other than the Offer Shares or an offer to sell or the solicitationof an offer to purchase such securities by any person in any circumstances in which such offer or solicitationis unlawful. Neither the delivery of this Prospectus nor any sale of the Offer Shares offered hereby shall, un-der any circumstances, create any implication that there has been no change in the affairs of the Companysince the date hereof or that the information contained herein is correct as of any time subsequent to the datehereof.

Market data used throughout this Prospectus has been obtained from market research, reports and studies,publicly available information and industry publications. Industry publications generally state that the infor-mation that they contain has been obtained from sources believed to be reliable but that the accuracy andcompleteness of that information is not guaranteed. Similarly, industry forecasts, market research and theunderlying economic assumptions relied upon therein, while believed to be reliable, have not been indepen-dently verified, and the Company makes no representation as to the accuracy of that information.

The operating information used throughout this Prospectus has been calculated by the Company on the basisof certain assumptions made by it. As a result, this operating information may not be comparable to similaroperating information reported by other companies.

The Company reserves the right to withdraw the offer and sale of the Offer Shares at any time and reservesthe right to reject any commitment to subscribe for the Offer Shares in whole or in part and to allot to anyprospective purchaser less than the full amount of the Offer Shares sought by such purchaser. If the Offer iswithdrawn or discontinued, the Company shall subsequently notify the SEC.

Each offeree of the Offer Shares, by accepting delivery of this Prospectus, agrees to the foregoing.

Conventions which apply to this Prospectus

In this Prospectus, unless otherwise specified or the context otherwise requires, all references to the “Com-pany” or the “Issuer” are to Century Acqua Lifestyle Corporation and all references to the “Parent Compa-ny” are to Century Limitless Corporation. All references to the “Philippines” are references to the Republicof the Philippines. All references to the “Government” are to the national government of the Philippines. Allreferences to “Philippine Peso,” “Php,” “Pesos” and “₱” are to the lawful currency of the Philippines.

The items expressed in the Glossary of Terms may be defined otherwise by appropriate government agenciesor regulations from time to time, or by conventional or industry usage.

iv

Presentation of Financial Information

The Company’s financial statements are prepared based on its accounting policies, which are in accordancewith the Philippine Financial Reporting Standards (“PFRS”) issued by the Financial Reporting StandardsCouncil of the Philippines. PFRS include statements named PFRS, Philippine Accounting Standards andPhilippine Interpretations of International Financial Reporting Interpretations Committee.

The financial information for the Company as of March 31, 2015 represents the accounts of the Company ona consolidated basis. Unless otherwise stated, all financial information relating to the Company containedherein is stated in accordance with PFRS.

Figures in this Prospectus have been subject to rounding adjustments. Accordingly, figures shown in thesame item of information may vary, and figures which are totals may not be an arithmetic aggregate of theircomponents.

The Company’s fiscal year begins on 1 January and ends on 31 December of each year. SyCip Gorres Ve-layo & Co. (“SGV & Co.”), a member firm of Ernst & Young Global Limited, has audited and rendered anunqualified audit report on the Company’s interim consolidated financial statements as of March 31, 2015.

Forward-Looking Statements

This Prospectus contains forward-looking statements that are, by their nature, subject to significant risks anduncertainties. These forward-looking statements include, without limitation, statements relating to:

• known and unknown risks,

• uncertainties and other factors that may cause the Company’s actual results, performance orachievements to be materially different from expected future results, and

• performance or achievements expressed or implied by forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding the Company’s present andfuture business strategies and the environment in which the Company will operate in the future. Importantfactors that could cause some or all of the assumptions not to occur or cause actual results, performance orachievements to differ materially from those in the forward-looking statements include, among other things:

• the Company’s ability to successfully manage its intended activities,

• the Company’s ability to successfully implement its current and future strategies, including customertargeting, operations or other capital expenditures plans

• the Company’s ability to successfully manage growth, anticipate and respond to demand for ho-tel/condotel services,

• changes in the Philippine hospitality industry,

• the Company’s ability to successfully manage its future business, financial condition, results of op-erations, and cash flow,

• general political, social, and economic conditions and changes in the Philippines,

• any future political instability in the Philippines,

v

v

• any regional geopolitical dynamics involving the Philippines and/or its neighbors,

• changes in interest rates, inflation rates, and the value of the Peso against the U.S. dollar and othercurrencies,

• changes in the laws, including tax laws, regulations, policies and licenses applicable to or affectingthe Company,

• legal or regulatory proceedings in which the Company may become involved, and

• uncontrollable events, such as war, civil unrest or acts of international or domestic terrorism, theoutbreak of contagious diseases, accidents and natural disasters.

Additional factors that could cause the Company’s actual results, performance or achievements to differ ma-terially from forward-looking statements include, but are not limited to, those disclosed under “Risk Factors”and elsewhere in this Prospectus. These forward-looking statements speak only as of the date of this Pros-pectus. The Company expressly disclaims any obligation or undertaking to release, publicly or otherwise,any updates or revisions to any forward-looking statement contained herein to reflect any change in theCompany’s expectations with regard thereto or any change in events, conditions, assumptions or circums-tances on which any statement is based.

This Prospectus includes statements regarding the Company’s expectations and projections for future operat-

ing performance and business prospects. The words “believe”, “plan”, “expect”, “anticipate”, “estimate”,“project”, “intend”, “seek”, “target”, “aim”, “may”, “might”, “will”, “would”, “could”, and similar wordsidentify forward-looking statements. In addition, all statements other than statements of historical facts in-cluded in this Prospectus are forward-looking statements. Statements in this Prospectus as to the opinions,beliefs and intentions of the Company accurately reflect in all material respects the opinions, beliefs and in-tentions of its management as to such matters as of the date of this Prospectus, although the Company givesno assurance that such opinions or beliefs will prove to be correct or that such intentions will not change.This Prospectus discloses, under the section “Risk Factors” and elsewhere, important factors that could causeactual results to differ materially from the Company’s expectations. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on behalf of the Company are expresslyqualified in their entirety by the above cautionary statements.

The Company have exercised due diligence in ascertaining that all material representations contained in theprospectus and any amendments and supplements are true and correct, and that no material information wasomitted, which was necessary in order to make the statements contained in said documents not misleading.

vi

1

TABLE OF CONTENTS

PAGE

GLOSSARY OF TERMS.................................................................................................................................. 2

SUMMARY ...................................................................................................................................................... 9

SUMMARY OF THE OFFER ........................................................................................................................ 14

SUMMARY FINANCIAL AND OPERATING INFORMATION................................................................ 18

RISK FACTORS ............................................................................................................................................. 20

RISKS RELATING TO THE COMPANY’S BUSINESS ............................................................................. 20

RISKS RELATING TO THE COMPLETION OF THE ACQUA 6 TOWER............................................... 22

RISKS RELATING TO THE DEVELOPER ................................................................................................. 23

RISKS RELATING TO THE PHILIPPINES ................................................................................................. 24

RISKS RELATING TO THE OFFER AND THE OFFER SHARES ............................................................ 27

RISKS RELATING TO CERTAIN STATISTICAL INFORMATION IN THIS PROSPECTUS ................ 28

EXCHANGE RATES ..................................................................................................................................... 29

USE OF PROCEEDS ...................................................................................................................................... 30

PREFERRED SHAREHOLDERS’ENTITLEMENTS& DIVIDENDS ......................................................... 32

THE ACQUA 6 TOWER – NOVOTEL SUITES MANILA.......................................................................... 40

DETERMINATION OF THE OFFER PRICE ............................................................................................... 44

SELECTED FINANCIAL AND OPERATING INFORMATION ................................................................ 45

BUSINESS ...................................................................................................................................................... 49

INDUSTRY..................................................................................................................................................... 58

REGULATORY AND ENVIRONMENTAL MATTERS ............................................................................. 60

BOARD OF DIRECTORS AND SENIOR MANAGEMENT ....................................................................... 62

PRINCIPAL SHAREHOLDERS.................................................................................................................... 67

RELATED PARTY TRANSACTIONS ......................................................................................................... 70

DESCRIPTION OF THE SHARES................................................................................................................ 71

PHILIPPINE TAXATION .............................................................................................................................. 79

PLAN OF DISTRIBUTION............................................................................................................................ 84

LEGAL MATTERS ........................................................................................................................................ 86

INDEPENDENT AUDITORS ........................................................................................................................ 87

INDEX TO AUDITED INTERIM FINANCIAL STATEMENTS…………………………………………F-1

2

GLOSSARY OF TERMS

In this Prospectus, unless the context otherwise requires, the following terms shall have the meanings setforth below.

ACCOR

Accor Advantage Plus(AAP)

S & P Inc or the Hotel Consultant/Manager engaged by the Company to manageand operate the 152 units of the Acqua 6 Tower under the Novotel Suites brand

ACCOR Advantage Plus is largest subscription loyalty program in Asia Pacific.Members enjoy exclusive dining and accommodation benefits at over 500 AC-COR Hotels and Resorts throughout the Asia Pacific Region

Acqua Private Resi-dences

the multi-tower master planned development, consisting of six (6) buildings, on a2.4-hectare prime property, rising along Pasig River in Coronado Street

Acqua 6 Tower the sixth (6th) Building within the Acqua Private Residences integrated urbanresidential development, which will house 310 Hotel Suites, 152 of which will bepurchased by the Company from CLC and managed and operated by ACCORunder the Novotel Suites brand

Additional Plan Bene-fits

the Interval International Exchange Program affiliation and such other additionalbenefits which the Company may provide its shareholders -

Affiliate any resort or hotel accredited with the Company or with ACCOR

All Suite Hotel andService Apartment

shall mean a hospitality business equipped for guests considering longer durationof stay or residency, normally in excess of 7 nights. Rooms are equipped withsmall kitchenettes to facilitate in room meal preparation etc.

Annual Usage En-titlements

the entitlement of a Preferred Shareholder to use and occupy, for 28 nights peryear, the units owned by the Company in Acqua 6 Tower of the Acqua PrivateResidences, for a more detailed discussion on this entitlement, please refer to thediscussion on page 32 of this Prospectus

Application the documents to purchase/subscribe to the Offer Shares

Articles of Incorpora-tion

the Articles of Incorporation of the Company and any amendments thereto

Assessment any written notification by the Company to any Preferred Shareholder relative tofees/dues payable

Balikbayans Former Filipino citizens who have returned to the Philippines.

Banking Day or Busi-ness Day

A day (except Saturdays, Sundays and holidays) on which commercial banks inMakati City, Metro Manila, Philippines are open for business transactions

3

BAR Base Average Rate

BIR Bureau of Internal Revenue

Board of Directors orBoard

the Board of Directors of the Company

Branded Residences Shall mean the residential portion of the building wherein the purchased residen-tial unit owner shall benefit from ad-hoc services provided by the hotel operator.

BSP Bangko Sentral ng Pilipinas, the central bank of the Philippines

By-Laws the By-Laws of the Company

CAGR compound annual growth rate

Cancellation Periodor Cooling Off

The period within which a subscriber may rescind the subscription and receive arefund of the subscription price net of the P 25,000.00 nonrefundable processingand administration fees. The period may be exercised within 7 days only from thesigning of the Subscription Agreement or the full payment of the required depo-sit, whichever comes first. Beyond this period, no refund shall be allowed.

CBD Central Business District

CCC Century Communities Corporation

CCDC Century City Development Corporation

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

Class A Shares The Preferred A Shares of the Company with a par value of P10.00

Class B Shares The Preferred B Shares of the Company with a par value of P100.00

Class C Shares The Preferred C Shares of the Company with a par value of P1,000.00

Class D Shares The Preferred D Shares of the Company with a par value of P10,000.00

CLC Century Limitless Corporation

Common Shares common shares of the Company with a par value of P1.00 per share

4

Company or Issueror CALC

Century Acqua Lifestyle Corporation, a corporation incorporated in the Philip-pines

Congress the Congress of the Philippines, which comprises the House of Representativesand the Senate

CPGI Century Properties Group, Inc., a publicly listed company in the Philippine StockExchange

CPHLI Century Properties Hotel & Leisure, Inc.

CPI Century Properties, Inc.

CPMI Century Properties Management, Inc.

DAR Philippine Department of Agrarian Reform

DENR Philippine Department of Environment and Natural Resources

Deluxe Room A unit consisting of one master bedroom, one toilet & bath, kitchenette, diningarea and living area. Average size of the room is 46 sq.m.

Developer CLC, the developer of the Acqua 6 Tower

Director(s) the director(s) of the Company

EAPRC East Asia Power Resources Corporation

EBITDA net operating income after adding depreciation and amortization, cost of share-based payments and foreign exchange gains (losses)

ECC Environmental Compliance Certificate

EIA Environmental Impact Assessment

Family Parents or Spouse and children/wards over whom the Preferred shareholder exer-cises parental/legal guardianship

F & B food and beverage

GFA Gross floor area

5

Government the national government of the Republic of the Philippines

Governmental Au-thority

The Republic of the Philippines, any of its political subdivisions, or any branch,department, agency or office thereof, or any Person exercising or entitled to exer-cise executive, legislative, judicial, regulatory or administrative functions thereof

Gross Margin the Company’s gross profit divided by total revenue as described in the FinancialStatements included in this Prospectus

High Season Shall mean those dates within a calendar year such as major local and interna-tional public holidays of other special occasions declared from time to time bythe Government

HLURB Housing and Land Use Regulatory Board

Interval Interval International, Inc.

IRRs Implementing Rules and Regulations of the SRC, as amended

Lien shall mean (a) a mortgage, charge, pledge, encumbrance, or other lien securingany obligation of any person, (b) any arrangement under which money or claimsto, or the benefit of, a bank or other account may be applied, set off or made sub-ject to a combination of accounts so as to effect discharge of any sum owed orpayable to any person or (c) any other type of preferential arrangement (includingany title transfer and retention arrangement) having a similar effect

LGU Local Government Unit

Net Rental RoomRevenue or NRRR

Total revenue from rentals of all rooms less total room cost of sales.

Novotel Suites Brand Is Accor’s 4-stars international midscale brand for business & leisure travelers,with hotels located in the heart of major international cities, business districts andtourist destinations

NRRR PSM Net rental room revenue per square meter

NSA net saleable area

Offer the offer and sale of the Offer Shares

Offer Price up to P166,667.00 per Preferred A Share or P2,166,671.00 per board lotup to P238,889.00 per Preferred B Share or P3,105,557.00per board lotup to P383,333.00 per Preferred C Share or P4,983,329.00 per board lotup to P444,444.00 per Preferred D Share orP5,777,772.00 per board lot

6

Offer Shares the offer of:6,344 Preferred A Shares520 Preferred B Shares520 Preferred C Shares520 Preferred D Shares

OFW Overseas Filipino Workers

PAS Philippine Accounting Standards

Person Individuals, juridical persons such as corporation, partnership, joint venture, un-incorporated association, trust or other juridical entities, or any governmentalauthority.

Pesos, Philippine Pe-sos, ₱ and Philippinecurrency

the legal currency of the Republic of the Philippines

PEZA Philippine Economic Zone Authority

PFRS Philippine Financial Reporting Standards

Philippine Constitu-tion

also known as the 1987 Constitution, the supreme law of the Republic of thePhilippines

Philippine Corpora-tion Code

Batas PambansaBlg. 68, also known as the Corporation Code of the Philippines

Preferred Sharehold-er/s

the owner of the Preferred Class A, Preferred Class B, Preferred Class C and Pre-ferred Class D shares

Principal Shareholder Century Limitless Corporation or CLC

Premier Room A unit consisting of one master bedroom, one toilet & bath, one powder room,kitchenette, dining area and living area. Average unit size is 87 sq.m.

Processing and Ad-ministration Fee

The one-time non-refundable fee of P 25,000.00 paid by the purchaser uponsubmitting a signed Option Agreement, to answer for the processing expensesand administration fees.

Property Manager S & P Inc or the Hotel Consultant/Manager engaged by the Company to manageand operate the 152 units of the Acqua 6 Tower under the Novotel Suites brand

Prospectus This Prospectus together with all its annexes, appendices and amendments, if any

7

P&L Profit and Loss Statement

PSA Philippine Standards on Auditing

PSE The Philippine Stock Exchange, Inc.

R.A. Republic Act, which refers to a statute enacted by the Senate or the House ofRepresentatives

SEC the Philippine Securities and Exchange Commission

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

Shoulder Season Shall mean those dates within a calendar year such as minor local and interna-tional public holidays, events, other special occasions declared from time to timeby the Government

Space Available Res-ervation

Shall mean that any booking or reservation is strictly subject to the room type orcategory being available for booking and not occupied by any other guest duringall or part of the requested booking period.

sq.m. square meter(s)

SRC R.A. No. 8799, also known as the Securities Regulation Code of the Philippines

Studio Room or Stan-dard Room

A unit consisting of an area for bed, one toilet & bath, mini bar, dining area/worktable, and space for sofa bed and coffee table with an average unit size of 30sq.m.

Superior Room A unit consisting of one master bedroom, one toilet & bath, one powder room,kitchenette, dining area and living area with an average unit size is 67 sq.m.

Tax Code The Philippine National Internal Revenue Code of 1997, as amended, and its im-plementing rules and regulations as may be in effect from time to time

Terms and Conditions The terms and conditions of the issuance of the Preferred Shares as set forth inthe Subscription Agreement

Turn-over Date Shall mean the date that the building is officially handed over to investors/ownersand is freely ready for residency of occupancy, estimated to be in during the thirdquarter of 2019.

Usage Fee Represents as no more than 30% of the BAR of each room category. For exam-ple, if a Studio BAR is Peso 6,000/night, then the usage fee would be Peso1,800/night

8

Weekly Use Periods Shall mean the period of investor’s own use of the specific unit relating to thecategory of preferred share invested.

Use Period Reserva-tion

Shall mean the booking procedure for preferred shareholding to avail of their UsePeriod

Use Year Shall mean the year in which the Weekly Use Period is applicable

VAT Value-added Tax

9

SUMMARY

The following summary is qualified in its entirety by, and is subject to, the more detailed information pre-sented in this Prospectus, including the Company’s audited interim financial statements and related notesincluded elsewhere in this Prospectus. Capitalized terms not defined in this summary are defined in the

“Glossary of Terms”, “Risk Factors”, “Business” or elsewhere in this Prospectus.

OVERVIEW

The Company was registered with the SEC on November 6, 2014, with an authorized capital stock ofP100,000,000 divided i) 94,164,560.00 Common Shares with a par value of P 1.00 per share; (ii) 6,344 ClassPreferred A Shares with a par value of P 10.00 per share ; (iii) 520 Preferred Class B Shares with a par valueof P 100.00 per share; (iv) 520 Preferred Class C Shares with a par value of P 1,000.00 per share; and (v)520 Preferred Class D Shares with a par value of P 10,000.00 per share. As of the date of this Prospectus,25,000,000 Common Shares was subscribed and P7,972,906 was paid up.

The Company is a wholly owned subsidiary of CLC which in turn is a wholly owned subsidiary of CPGI.The Company, through its founding principals, harnesses more than 28 years of expertise in the real estateindustry.

On November 17, 2014, the Board of Directors and stockholders of the Company approved the offer of itsPreferred Shares to the public in order to raise funds to fully pay for the 152 condominium units in Acqua 6Tower of Acqua Private Residences it acquired from CLC and all expenses related to the sale of 152 units.The primary purpose of the Corporation is to acquire by purchase, own, hold, manage, administer, lease oroperate the 152 units of the Acqua 6 Tower of Acqua Private Residences for the benefit of its shareholders.

Century Limitless Corporation

The Company’s parent and principal shareholder, CLC, was incorporated on July 9, 2008, it focuses ondeveloping high-quality, affordable residential projects. Projects under CLC cater to first-time home buyers,start-up families, retirees seeking safe, secure, and convenient homes within close proximity of qualitycommercial facilities.

In 2008, observing the demand for housing in the affordable market, CLC, a subsidiary of CPGI, expandedits product line into providing condominiums for the affordable to middle- income segment of the market. Itlaunched its first project, Azure Urban Resort Residences in December 2009 with the aim of providinghousing for young couples, families, OFWs and other consumers seeking an urban beach resort lifestyle.

In 2011, CLC launched Acqua Private Residences, a residential community in Mandaluyong City. Atcompletion, the project will have six towers with over 3,000 units. At the end of 2013, 5 of the 6 buildingshave already been launched and are in various stages of construction. These are Niagara, Sutherland,Dettifoss, Livingstone interior design by MISSONIHOME, and Iguazu by Yoo inspired by Starck.

In 2012, CLC launched its first project in Quezon City called The Residences at Commonwealth byCentury, which will cater to the affordable market. The community will have eight mid-rise towers, withover 2,900 units.

Century Properties Group, Inc.

CPGI is one of the leading real estate companies in the Philippines, wherein its founding principals haveover 28 years of experience. According to Colliers International, it ranked third in terms of Metro Manila

10

residential market share by value of units sold for the full year ended December 31, 2013. CPGI is primarilyengaged in the development, marketing, and sale of mid- and high-rise condominiums, commercial leasingand property management.

Currently, CPGI has five wholly-owned subsidiaries namely Century City Development Corporation,Century Limitless Corporation, Century Communities Corporation, Century Properties Management, Inc.and Century Properties Hotel and Leisure, Inc. (collectively known as the “Subsidiaries”). Through itsSubsidiaries and associate, CPGI develops markets and sells residential, office, medical and retail propertiesin the Philippines as well as manage residential and commercial properties in the Philippines.

The roster of noteworthy developments include the Gramercy and Knightsbridge Residences in CenturyCity, Makati City. CPGI also formally launched the Century City Mall in March 2014, its initial foray intoretail development.

Currently, CPGI is developing five master-planned communities that are expected to have 31condominiums and commercial buildings and 934 single detached homes, with a total expected GFA of1,669,325 sq.m. These five master-planned communities are: Century City, Acqua Private Residences,Azure Urban Resort Residences, Commonwealth and Canyon Ranch.

CPGI’s land bank for future development consists of properties in Pampanga, Quezon City and Batangasthat cover a site area of 2,000,970 sq.m.

Century Properties Hotel and Leisure, Inc.

CPHLI is a wholly owned subsidiary of CPGI, which was incorporated on March 27, 2014. The primarypurpose is to own, operate, conduct and engage in the hotel business and related businesses.

CPHLI will be appointed by CALC to act as the administrator and asset manager of the 152 condominiumunits upon its turnover. In this role, CPHLI will assist the Preferred Shareholders in all aspects ofcommunications, management of usage rights and liaison with the property manager.

The Acqua Private Residences

A multi-tower master-planned development on a 2.4 hectare property at the border of Makati City andMandaluyong City, Acqua Private Residences has a tropical rainforest-infused design that attempts tocombine nature with urban living. The towers are each expected to have views of the Makati City skyline.Acqua Private Residences’ amenities are expected to include a lounge area, juice bar and café, spa, climbingwall, boxing studio, tennis courts and what is believed will be the first riverwalk promenade in thePhilippines which will feature restaurants, bars and designer stores. The project was launched in February2011. Acqua Private Residences is targeted at consumers in the middle-income segment and is expected toconsist of over 3,000 units with a total GFA of 229,996 sq.m. upon completion. The Pasig River separatesAcqua Private Residences from Makati City and the property will be accessible from Makati City via anewly-constructed bridge across the Pasig River.

Acqua Private Residences will have 5 residential towers, 1 hotel and residential tower and an amenitystructure - The Pebble, which will be facing the vibrant city of Makati. For the first tower, the Niagara, isscheduled for completion during the first quarter of January 2015. The Sutherland, is also scheduled tocomplete during 2015. The third tower, Dettifoss, the fourth tower Livingstone - interior designed byMissoni Home, and the he fifth tower, the Iguazu are scheduled to be completed from 2016 to 2018.

The Acqua 6, is the sixth tower which is the proposed hotel and residential development, is already on theplanning stage. As for the amenity building, the Pebble, construction commenced on July 2014. Thecompletion of the whole development is expected by the end of third quarter of 2019.

11

The Acqua 6 Tower

The Acqua 6 Tower development will be a unique phase of the overall Acqua Private Residencesdevelopment that will focus on hospitality. In total, the 40-story building will comprise of approximately 460units and a GFA of more than 30,000 sq.m.

The Acqua 6 Tower is due to commence construction on the first half of 2015 and is expected to takeapproximately 48 months to complete.

The Acqua 6 Tower will be divided into 2 distinct areas. There are approximately 149 units of BrandedResidences and 310 Hotel Suites, 152 of which will be owned by the Company and 158 units retained by theDeveloper. The Developer retained units and the units owned by the Company will be operated as an AllSuite Hotel and Serviced Apartment, to be managed by Accor, the largest Hotel Group in the world, underthe Novotel Suites Brand.

The total Acqua 6 Tower development is focused on delivering first class hospitality services to allstakeholders and be distributed globally, thus delivering a truly international and globally recognized projectmanaged to international hotel standards.

Residents, shareholders and guests will be able to enjoy, a first class international restaurant, executive clublounge, residents lounge, fitness and wellness center, executive meeting facilities, and iconic pool, allsupported by full hotel butler and concierge services.

Competitive Strengths

The Company believes that the following are its key business strengths:

• The first fully integrated and internationally branded 4 star hospitality project in the Philippines

12

• International branded and global distribution through ACCOR.

• Lack of new branded hotel and service apartments in Manila to meet the growing domestic and in-ternational tourism demands.

• Affordable investment

• Annual usage entitlement that meets the Filipino OFW home leave schedules.

Key Strategies

The Company has developed the following principal plans and strategies to grow its business, earnings andprofitability, and to maintain a sound financial condition and competitive edge within the industry:

• Appointment of a globally recognized hotel operator to brand and manage the business

• Access to Accor’s “Global Distribution” network to drive occupancy and room yield

Risks of InvestingBefore making an investment decision, investors should carefully consider the risks associated with an in-vestment in the Offer Shares. These risks include:

• risks relating to the Company’s business

• risks relating to the completion of the Acqua 6 Tower

• risks relating to the Developer

• risks relating to the Philippines

• risks relating to the Offer and the Offer Shares

• risks relating to certain statistical information in this Prospectus.

Please refer to the section entitled “Risk Factors” which, while not intended to be an exhaustive enumerationof all risks, must be considered in connection with a purchase of Offer Shares.

Corporate Information

The Company is a Philippine corporation with its principal offices located at 21/F Pacific Star Building, Ma-kati Avenue, Makati City. The Company’s telephone number is +63-2-793-55-00 and its fax number is +63-2-8936086. Its corporate website is www.century-properties.com or www.acqua.com.ph the information onthe Company’s website is not incorporated by reference into, and does not constitute part of this Prospectus.

13

Investor Relations Office and Compliance Office

The Investor Relations Office is tasked with (a) the creation and implementation of an investor relations pro-gram that reaches out to all shareholders and informs them of corporate activities and (b) the formulation of aclear policy for accurately, effectively and sufficiently communicating and relating relevant information tothe Company’s stakeholders as well as to the broader investor community.

Rhoel Alberto Nollido the Company’s designated Investor Relations Officer (“IRO”) and Treasurer. TheIRO will be responsible for ensuring that the Company’s shareholders have timely and uniform access toofficial announcements, disclosures and market-sensitive information relating to the Company. As the Com-pany’s officially designated spokesperson, the IRO will be responsible for receiving and responding to inves-tor and shareholder queries. In addition, the IRO will oversee most aspects of the Company’s shareholdermeetings, press conferences, investor briefings, management of the investor relations portion of the Compa-ny’s website and the preparation of its annual reports. The IRO will also be responsible for conveying infor-mation such as the Company’s policy on corporate governance and corporate social responsibility, as well asother qualitative aspects of the Company’s operations and performance.

Atty. Isabelita Ching-Sales currently serves as the Company’s Compliance Officer to ensure that the Com-pany complies with, and files on a timely basis, all required disclosures and continuing requirements of theSEC.

The Company’s Investor Relations Office is located at 21/F Pacific Star Building, Makati Avenue MakatiCity.

14

SUMMARY OF THE OFFER

Issuer Century Acqua Lifestyle Corporation, a corporation orga-nized under Philippine law

The OfferOffer of an aggregate 7,904 Preferred Shares of the Compa-ny, as follows:

6,344 - Class A Preferred Shares520 - Class B Preferred Shares520 - Class C Preferred Shares520 - Class D Preferred Shares

Offer SharesThe Preferred Shares of the Company:

6,344 - Class A Preferred Shares520 - Class B Preferred Shares520 - Class C Preferred Shares520 - Class D Preferred Shares

Offer PriceClass of Preferred Share Price per Share

Class A Preferred Shares P166,667Class B Preferred Shares P238,889Class C Preferred Shares P383,333Class D Preferred Shares P444,444

Offer PeriodThe Offer Period shall commence upon approval by the SECof the Registration Statement and the issuance of the Permitto Sell.

Eligible Investors The Offer Shares may be purchased by any natural person oflegal age residing in the Philippines or abroad, regardless ofnationality, or any corporation, association, partnership, trustaccount, fund or entity, regardless of nationality, subject tothe restrictions of other countries or jurisdictions on the saleof securities and the Company’s right to reject an applicationor reduce the number of Offer Shares applied for subscriptionor purchase if the same will cause the Company to be inbreach of the Philippine ownership requirements under rele-vant Philippine laws.

Restriction on Ownership There are currently no ownership restrictions with respect tothe Offer Shares, subject only to the Company’s right to re-ject an application or reduce the number of Offer Shares sub-scribed by an applicant

15

Restrictions on Disposal and Lock-up Re-quirement

A Preferred Shareholder may not sell, transfer or otherwisedispose of their shares until the same has been fully paid andis subject to the right of first refusal of the Common Share-holder. The Preferred Shareholder is also subject to a lock-upof at least 6 months, from the date of full payment of theirshares, and completion of the development The PreferredShareholder may not sell or transfer their shares for less thana multiple of 13 shares of each class of Preferred Shares.

Use of Proceeds The Company intends to use the net proceeds from the Offerto pay for the 152 condominium units of Acqua 6 Tower pur-chased from CLC. See “Use of Proceeds” on page 30 of thisProspectus for details of how the total net proceeds are ex-pected to be applied.

Minimum Subscription Each application must be for a minimum of 13 Offer Sharesof the same class of Preferred Shares. An application may bemade for different classes of Preferred Shares provided that itis made in multiples of 13 Offer Shares per class. An appli-cation for multiples of any other number of the Offer Sharesper class may be rejected or adjusted to conform with the re-quired multiple, at the Company’s discretion.

Preferred Shareholders’ Entitlements See “Preferred Shareholders’ Entitlements” beginning onpage 32 of this Prospectus for more details.

Cancellation of Subscription A subscriber of the Offer Shares may cancel his subscriptionwithin the Cancellation Period. He shall receive a refund ofall amounts paid except for the amount of P 25,000representing the nonrefundable processing and administrationfee. Beyond the Cancellation Period or Cooling Off period,no cancellation or refund shall be allowed.

Registration of Foreign Investments The BSP requires that investments in shares of stock fundedby inward remittance of foreign currency be registered withthe BSP only if the foreign exchange needed to service capi-tal repatriation or dividend remittance will be sourced fromthe Philippine banking system. The registration with the BSPof all foreign investments in the Offer Shares shall be the re-sponsibility of the foreign investor. See “Philippine ForeignExchange and Foreign Ownership Controls” beginning onpage 29 of this Prospectus.

Tax Considerations See “Philippine Taxation” beginning on page 79 of this Pros-pectus for further information on the Philippine tax conse-quences of the purchase, ownership and disposal of the OfferShares.

16

Procedure for Application for the Offer The company will pre-screen the prospective investor. Thepre-qualification process shall be done by matching an inves-tor’s personal circumstance vis-à-vis the Company criteria,which is initially done prior to invitation to attend the presen-tation after which formal compliant application forms will berequired

Payment Terms for the Offer Investors may pay their subscription for the Offer Shares infull outright.

Investors will be offered an interest-free amortization plan of52 months after deduction of the “Initial Deposit”, equivalentto 2 months’ amortization payments

The amortization term will be based on 80% of purchaseprice and the balance of 20% shall be fully paid at theestimated “Turnover Date” of September 2019, less the dateof issuance of reservation fee. Payments are to be fully paidby “Turnover Date”. Amortization term will assume adeclining balance mechanism.

The certificates of shares shall be issued within sixty (60)days from the date of full payment of the same.

See “Plan of Distribution” beginning on page 84 of this Pros-pectus for further information

Acceptance or Rejection of Applicationsfor the Offer

Application forms are subject to confirmation and final ap-proval of the Company. The Company reserves the right toaccept, reject or scale down the number and amount of OfferShares covered by any application. Application forms whichdo not comply with the terms of the Offer will be automati-cally rejected.

Expected Timetable The timetable of the Offer is expected to be as follows:

The commencement of the Offer of the Shares is expected tobe on June 16, 2015

The commencement of the construction of Acqua 6 Tower ofthe Acqua Private Residences is expected to be in second halfof 2015.

The completion and launch of the Acqua 6 Tower -NovotelSuites Manila is expected to be on September of 2019

The dates included above are subject to the approval of theSEC, market and other conditions, and may be changed.

17

Risks of Investing Before making an investment decision, prospective investorsshould carefully consider the risks associated with an invest-ment in the Offer Shares. Certain of these risks are discussedin the section entitled “Risk Factors” and include: risks relat-ing to the Company’s business, risks relating to the comple-tion of the Acqua 6 Tower, risks relating to the Developer,risks relating to the Philippines, risks relating to the Offer andthe Offer Shares and risks relating to certain statistical infor-mation in this Prospectus.

18

SUMMARY FINANCIAL AND OPERATING INFORMATION

The following tables set forth the summary financial information for the Company and should be read inconjunction with the independent auditors’ reports and the Company’s audited interim financial statements,including the notes thereto, included elsewhere in this Prospectus, and the section entitled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations. ”The summary financial infor-mation as of March 31, 2015 was derived from the Company’s audited interim financial statements, whichwas prepared in accordance with PFRS and was audited by SGV & Co. in accordance with the PhilippineStandards on Auditing (“PSA”). The summary consolidated financial information below is not necessarilyindicative of the results of future operations.

STATEMENT OF COMPREHENSIVE INCOME

REVENUE

Interest income 3,854

PRE-OPERATING EXPENSES

Filing fees 40,753

Taxes and licenses 40,691

Professional fees 50,000

Others 3,000

134,444

LOSS BEFORE INCOME TAX 130,590

PROVISION FOR INCOME TAX 771

NET PRE-OPERATING LOSS 131,361

OTHER COMPREHENSIVE INCOME –

TOTAL COMPREHENSIVE LOSS 131,361

19

BALANCE SHEET

ASSET

Current Asset

Cash 6,288,789

LIABILITY AND EQUITY

Current liability

Accrued expenses 123,661

Equity

Capital stock 7,972,906

Deficit (1,807,778)

Total Equity 6,165,128

6,288,789

STATEMENTS OF CASH FLOWS

CASH FLOW FROM PRE-OPERATINGACTIVITIES

Net pre-operating loss (131,361)

Adjustment for interest income (3,854)

Operating loss before working capital changes (135,215)

Increase in accrued expenses 50,000

Net cash used in operations (85,215)

Interest received 3,854

Net cash used in pre-operating activities (81,361)

CASH FLOW FROM FINANCINGACTIVITY

Collection of subscription receivable 80,944

NET DECREASE IN CASH (417)

CASH AT BEGINNING OF PERIOD 6,289,206

CASH AT END OF PERIOD 6,288,789

20

RISK FACTORS

The price of securities can and does fluctuate, and any individual security is likely to experience upward ordownward movements and may even become valueless. There is an inherent risk that losses may be incurredrather than profit made as a result of buying and selling securities. Past performance is not indicative offuture performance and results and there may be a large difference between the buying price and the sellingprice of a security. There are also additional risks of losing money when securities are bought from smallercompanies. Although shares tied up to a real property is generally not a speculative security and thereforeusually not subject to the fluctuation of share prices, an investment in the kind of Offer Shares being offeredby the Company does involve a number of risks.

Investors should carefully consider all the information contained in this Prospectus, including the riskfactors described below, before deciding to invest in the Offer Shares offered herein. The occurrence of anyof the following events, or other events not currently anticipated, could have a material adverse effect on theCompany and/or on the Company’s operation of Acqua 6 Tower acquired units and cause the value of theOffer Shares to decline. All or part of an investment in the Offer Shares could be lost.

The means by which the Company intends to address the risk factors discussed herein are principallypresented under the captions “Business,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” and “Board of Directors and Senior Management” of this Prospectus. This riskfactor discussion does not purport to disclose all of the risks and other significant aspects of investing in theOffer Shares. Investors should undertake independent research and study on the concept of the Offer Shareand the risks involved in investing and may request information on the securities being offered and the Issuerfrom the SEC which are available to the public. Investors should seek professional advice regarding anyaspect of the securities such as the nature of risks involved in the purchase of a Preferred Share, which arenot publicly traded on an organized stock exchange so that a market valuation is not readily available. Thesubsequent sale or transfer of the Preferred Share will be governed by contractual negotiations rather thanby market forces.

RISKS RELATING TO THE COMPANY’S BUSINESS

The Company’s operating results may significantly fluctuate from period to period due to competition andother factors affecting the hotel market.

There is a risk that the Company’s operating results may fluctuate significantly due to competition from ex-isting hotels and service apartments conducting similar business in Metro Manila. Competition will comegenerally in the competitiveness of the room rates, the amenities offered and the accessibility of the venue.

As set out on pages 58 and 59 the hotel market in the Philippines in general and in particular Manila is in anexceptional growth phase. However we can expect more than 6,000 new rooms to open in the market overthe next 3 years. Most of this new supply is found in the Manila Bay and Bonifacio Global City area and isnot expected to affect the Makati and Rockwell areas. In fact these areas will experience a decline in brandedsupply with a number of hotel closures in 2014 and 2015.

Political risk is a large factor, evidenced by the current travel ban for Chinese visitors, already effectingarrivals. We must be prudent and aware that any other such incidents of terrorism across the globe will nodoubt have a detrimental effect to the target growth of 10 Million arrival by 2018.

Global business travel and tourism growth can also be affected by poor infrastructure and it is critical that thecontinued initiatives to improve the airports, roads and other transportation be sustained.

21

On a positive note, the growth in domestic travel continues with a CAGR of more than 20% expected on2014 and beyond with more 44 Million domestic travelers in the market today. The Acqua 6 Tower businessmix will capture a significant percentage of domestic travelers and the very strong OFW inbound market.

The factors identified above and other risks discussed in this section may affect the Company’s operatingresults from time to time.

Some of these factors are beyond the Company’s control. The Company may not be able to meet its targetgrowth due to restraining factors concerning corporate competencies, competition, global economies, andmarket and customer requirements.

The Company believes its mother company CLC, as well as CPGI, has strategically positioned itself at theupper end of each of the three residential segments it caters to, namely, affordable, middle income, and lux-ury markets. Furthermore, in order to manage these risks, the Company shall continuously adopt conserva-tive policies to protect its operations and finances.

The Company is entirely dependent on one property for all of it cash flow.

Since the 152 condominium units in the Acqua 6 Tower will be the Company’s sole operating property, theCompany is subject to greater risk than other companies engaged in leasing with multiple operatingproperties. The Company is more exposed to local economic and competitive conditions, natural disastersand declines in the number of visitors. Any of these factors could adversely affect the Company’s business,financial condition and results of operations.

To mitigate this risk, the Company plans to employ stronger marketing approach. . Furthermore, the Companywill strive to maintain the design and quality of its Units and is will focus on being customer-centric.

The Company’s business is sensitive to the willingness or ability of visitors to travel to the Philippines.Acts of terrorism, crime, regional political events, natural disasters, outbreaks of epidemics or fears con-cerning such acts or outbreaks could cause severe disruptions in travel and reduce the number of visitorsto the Company’s facilities.

The strength and profitability of the Company’s business depends on the willingness and ability of visitors totravel to the Philippines. Acts of terrorism, criminal activity or regional political events could create a per-ception that the Philippines is an unsafe place to visit. Disagreements between the Philippines and otherAsian countries have arisen, such as the dispute between China and the Philippines over the ScarboroughShoal. See “Risks Relating to the Philippines—Territorial disputes with China and a number of SoutheastAsian countries may disrupt the Philippine economy and business environment.” Such occurrences couldhave a negative impact on travel and tourism in the Philippines. Natural disasters such as floods, typhoons,prolonged heavy rains and earthquakes, among others, could also have a negative impact on travel to thePhilippines. Furthermore, outbreaks of infectious diseases such as swine flu, dengue fever, Severe AcuteRespiratory Syndrome (commonly known as SARS) or avian influenza (commonly known as the bird flu), orfears concerning such outbreaks, could discourage potential customers from travelling and patronizing theCompany’s resorts. It is possible that the new form of bird flu discovered in China in 2013, known as H7N9,should it spread further in China or to neighboring countries, could discourage international travel in Asia,including leisure travel to the Philippines. The Company cannot predict the extent to which disruptions intravel as a result of any acts of terrorism, crime, regional political events, outbreak of hostilities or escalationof war or outbreaks of infectious diseases would adversely affect the Company’s business, financial condi-tion, results of operations and cash flows. Any extended period of disruption or decline in travel to the Phil-ippines could have a material and adverse effect on the Company’s operations.

Any deterioration in the Company’s relations with ACCOR could materially and adversely affect theCompany’s operations.

The Company’s success will depend on the ability of ACCOR to successfully manage the Acqua 6 Towerunder the Novotel Suites Manila brand. Any deterioration in the relationship between the Company and

22

ACCOR may materially affect the management of the units owned by the Company in Acqua 6 Tower. Inthe event that such disagreement leads ACCOR to terminate its contract with the Company to manage andoperate the Acqua 6 Tower, the same could have a material and adverse effect on the Company’s financialcondition and results of operations.

The Company has prudently selected ACCOR along with its network of accredited third-party contractors,and it shall monitor ACCOR’s management of the Acqua 6 Tower. The Company shall likewise religiouslycomply with its obligations and warranties under its Agreement with ACCOR to avoid conflicts.

The Company may, from time to time, be involved in legal and other proceedings arising out of its opera-tions.

The Company may, from time to time, be involved in disputes with its employees and various parties in-volved in its operations, including contractual disputes with customers or suppliers, labor disputes withworkers or be exposed to damage or personal liability claims. Regardless of the outcome, these disputes maylead to legal or other proceedings and may result in substantial costs, and the diversion of resources andmanagement’s attention. The Company may also have disagreements with regulatory bodies in the course ofits operations, which may subject it to administrative proceedings and unfavorable decisions that result inpenalties. In such cases, the Company’s business, financial condition, results of operations and cash flowscould be materially and adversely affected. Thus, the company shall properly assess the risks and possiblesolutions to eventually settle disputes.

RISKS RELATING TO THE COMPLETION OF THE ACQUA 6 TOWER

Periodic refurbishment of the 152 Acqua 6 Units will depend upon the adequacy of the annualcontributions which have been allocated to the Reserve Fund by the Property Manager from gross rentalrevenues.

In the event that essential refurbishment to some or all of the 152 Acqua 6 Units becomes necessary overtime but there are insufficient funds held in the Reserve Funding account, then in order to carry out suchworks of refurbishment which may be necessary in order to continue to meet the Operators’ applicable brandstandards, then the Property Manager may have to calculate the shortfall in reserve funding and raise aSpecial Assessment on all Shareholders in order to meet the anticipated refurbishment costs.

The construction and fit-out of the Acqua 6 Tower may not be completed by the Developer on time or atall.

The construction and fit-out of large scale properties such as the Acqua 6 Tower requires various contractsand negotiations for the construction, design, fit out and other aspects of the projects, such as varioussupply, finishing, designing and other agreement. There can be no assurance that the Developer will be ableto enter into definitive contracts with contractors with sufficient skill, financial strength and experience oncommercially reasonable terms. The Developer’s ability to enter into such commercial arrangements maydepend on the availability of qualified contractors, subcontractors and suppliers, in addition to receipt of allnecessary government approvals, the final design and development plans, the availability of financing onterms acceptable to it and prevailing market conditions, among other variables. The Developer may not beable to obtain guaranteed maximum price or fixed contract price terms on such contracts for construction orfit-out of the projects, which could cause the Developer to bear greater risks of cost overruns and delays.Even if the Developer is able to obtain maximum price or fixed price contracts, there is no guarantee thatparties with whom the Developer enters into these contracts will comply with the terms of such contracts. Ifthe pricing terms under any construction or fit-out contracts were to change due to market conditions or othercircumstances, the Developer may exceed projected and budgeted costs, which in turn could impact itsability to finance or complete the development of the Acqua 6 Tower. If it is unable to enter intoconstruction or fit-out contracts on terms satisfactory to it, the Developer may not be able to completeconstruction or fit-out of the Acqua 6 Tower, which in turn would cause a material adverse effect on the

23

Company’s business and prospects, financial conditions, results of operations, cash flows and its ability tomeet its obligations to the Preferred Shareholders.

The Company shall prudently monitor the development of each stage of the project, from project inception,up to project turnover, to quickly address possible construction and completion risks. Moreover, in the eventthat the Acqua 6 Tower/Novotel Suites Manila of the Acqua Private Residences development project forwhich the Subject Shares are sold is not completed as disclosed in the offering documents, the Companyshall refund all investments of the Subscriber within ten (10) days from receipt by the Company of the writ-ten demand from the Subscriber.

The Acqua 6 Tower Novotel Suites Manila may not be financially successful, and ACCOR mayexperience difficulty in managing the hotel.

Even if the Developer is able to complete and open as planned Acqua 6 Tower, some or all of theircomponents may still not be financially successful venture or generate the cash flows that the Companyanticipates. The Novotel Suites Manila may also not attract the level of visitation that it is seeking.

The Company shall prudently monitor the development of each stage of the project to quickly address thisrisk.

The Company is dependent on the performance, reputation and integrity of the third parties with whomthe Company engages in business activities.

The performance, reputation and integrity of the third parties with whom the Company engages in businessactivities, such as the hotel and property manager, are important to the Company’s reputation and ability tosuccessfully operate. In particular, the Company’s business depends upon the performance and reputation ofthe hotel manager, ACCOR. Although the Company endeavors, through contractual protections andotherwise, to ensure that they comply with expected standards of performance and integrity, there can be noassurance that these standards will be maintained. There can also be no assurance that the Company’scontract with ACCOR will be maintained.

The Company prudently selects its network of accredited contractors, and monitors the development of eachproject from project inception, up to project turnover.

RISKS RELATING TO THE DEVELOPER

1. The Developer will derive a significant portion of its revenue from OFWs, expatriate Filipinos, ba-likbayans and other overseas buyers, which exposes the Company to risks relating to the perfor-mance of the economies where they are located

A number of factors could reduce the number of OFWs, remittances from OFWs or the purchasing power ofexpatriate Filipinos, Balikbayans and other overseas buyers. These include:

• a downturn in the economic performance of the countries and regions where a significant number ofthese potential customers are located, such as the United States, France, Italy, the United Kingdom,Hong Kong, Japan, Korea, Taiwan, Singapore, the United Arab Emirates, Qatar and Bahrain, amongothers

• a change in Government regulations that currently exempt the income of OFWs from taxation in thePhilippines;

• the imposition of Government restrictions on the deployment of OFWs to particular countries or re-gions, such as the Middle East; and

24

• restrictions imposed by other countries on the entry or the continued employment of foreign work-ers.

Any of these events could adversely affect demand for the Developer's project from OFWs, expatriate Filipi-nos, Balikbayans and other overseas buyers, which could materially and adversely affect its business, finan-cial condition or results of operations which may result in delay in the completion of its developmentprojects.

2. The Developer might not be able to generate sufficient funds internally or through external fi-nancing to operate and grow its business as planned.

The real estate business is capital intensive and requires significant capital expenditures to develop and im-plement new projects and complete existing projects. While the Developer may have funded a significantportion of its capital expenditure requirements internally, it may utilize external sources of financing. How-ever, it might not be able to continue funding its capital expenditure requirements internally or obtain suffi-cient funds externally on acceptable terms or at all. Its ability to raise additional equity financing from non-Philippine investors is subject to foreign ownership restrictions imposed by the Philippine Constitution andapplicable laws. Its access to debt financing is subject to many factors, many of which are outside the Devel-oper's control. For example, political instability, an economic downturn, social unrest or changes in the Phi-lippine regulatory environment could increase the Developer's costs of borrowing or restrict its ability to ob-tain debt financing. In addition, the disruptions in the capital and credit markets may continue indefinitely,which could adversely affect its access to financing. Inability to obtain financing on acceptable terms wouldadversely affect the Developer's ability to operate and execute its growth strategies and impacts the comple-tion of its development projects.

The Developer is endeavoring to broaden its sources of capital.

3. The Company's reputation may be adversely affected if CLC does not complete the project on timeor to customers’ requirements.

If the Developer experiences construction or infrastructure failures, design flaws, significant project delays,quality control issues or other problems, this could have a negative effect on its reputation and make it moredifficult to attract new customers to new and existing development projects. Any negative effect on the De-veloper’s reputation could also adversely affect the Company’s ability to market its 152 condominium unitsin Acqua 6 Tower. This in turn could adversely impact its capital investment requirements. Any of theseevents could adversely affect business, results of operations or financial condition.

The Company shall prudently monitor the development of each stage of the project, from inception, up toproject turnover, to quickly address possible cost and completion risks.

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

The Company may be negatively affected due to the occurrence of typhoons, severe storms, earthquakes,floods, fires or other natural disasters or similar events. There are losses for which the Company cannot ob-tain insurance at a reasonable cost or at all. Should an uninsured loss or a loss in excess of insured limits oc-cur, the Company could lose all or a portion of the capital invested in purchasing the152 condominium unit-sas well as the anticipated future turnover from the property. Any material uninsured loss could materiallyand adversely affect the Company‘s business, financial condition and results of operations.

RISKS RELATING TO THE PHILIPPINES

Any political instability in the Philippines may adversely affect the business operations, plans, and pros-pects of the Company

25

The Philippines has from time to time experienced severe political and social instability. The PhilippineConstitution provides that, in times of national emergency, when the public interest so requires, the Govern-ment may take over and direct the operation of any privately owned public utility or business. In the last fewyears, there were instances of political instability, including public and military protests arising from allegedmisconduct by the previous administration.

On 12 December 2011, the House of Representatives initiated impeachment proceedings against Renato Co-rona, Chief Justice of the Supreme Court of the Philippines. The impeachment complaint accused Corona ofimproperly issuing decisions that favored former President Arroyo, as well as failure to disclose certainproperties, in violation of rules applicable to all public employees and officials. The trial of Chief JusticeCorona began in January 2012 and ended in May 2012, with Corona found guilty with respect to his failureto disclose to the public his statement of assets, liabilities, and net worth, and was impeached. In July 2013, amajor Philippine newspaper exposed a scam relating to the diversion and misuse of the Priority AssistanceDevelopment Fund by some members of Congress through pseudo-development organizations headed byJanet Lim Napoles. As a result of this exposé, a number of investigations, including one in the Senate, havebeen launched to determine the extent of the diversion of the Priority Assistance Development Fund and theGovernment officials and the private individuals responsible for the misappropriation of public funds. On 16September 2013, cases of plunder and malversation of public funds were filed with the Office of the Om-budsman against Janet Lim Napoles, three Senators, a few members of the House of Representatives andother Government personnel.

Macro-economic conditions of the Philippines may adversely affect the Company’s business and prospec-tus

Historically, the Philippines’ sovereign debt has been rated relatively low by international credit rating agen-cies. Although the Philippines’ long-term foreign currency-denominated debt was recently upgraded by eachof Standard & Poor’s, Fitch Ratings and Moody’s to investment-grade, no assurance can be given that Stan-dard & Poor’s, Fitch Ratings or Moody’s or any other international credit rating agency will not downgradethe credit ratings of the Government in the future and, therefore, Philippine companies. Any such downgradecould have an adverse impact on the liquidity in the Philippine financial markets, the ability of the Govern-ment and Philippine companies, including the Parent Company, to raise additional financing and the interestrates and other commercial terms at which such additional financing is available

Natural or other catastrophes, including severe weather conditions and epidemics, that may materiallydisrupt the Company’s operations, affect guest traffic and result in losses not covered by its insurance

The Philippines has experienced a number of major natural catastrophes over the years, including typhoons,droughts, volcanic eruptions and earthquakes. In October 2013, a 7.2 magnitude earthquake affected Cebuand the island of Bohol, and on November, 2013, Super Typhoon Haiyan (called Yolanda in the Philippines)caused destruction and casualties of an as yet undetermined amount, in Tacloban, certain parts of Samar, andcertain parts of Cebu City, all of which are located in the Visayas, the southern part of the Philippines. Therecan be no assurance that the occurrence of such natural catastrophes will not materially disrupt the Compa-ny’s operations and the operation of the Acqua 6 Tower –Novotel Suites Manila. As a result, the occurrenceof natural or other catastrophes or severe weather conditions may adversely affect the Company’s business,financial condition and results of operations.

There can be no assurance that the Company is fully capable to deal with these situations and that the insur-ance coverage it will maintain will fully compensate it for all the damages and economic losses resultingfrom these catastrophes.

Political instability or threats that may disrupt the Company’s operations could result in losses not cov-ered by the Company’s insurance

No assurance can be given that the political environment in the Philippines will remain stable and any politi-cal instability in the future could reduce consumer demand, or result in inconsistent or sudden changes in

26

regulations and policies that affect the Company’s business operations, which could have an adverse effecton the results of operations and the financial condition of the Company.

Increased political instability threats or occurrence of terrorist attacks, enhanced national security measures,and conflicts in the Middle East and Asia, as well as territorial and other disputes between China and thePhilippines (and a number of Southeast Asian countries), which strain international relations, may reduceconsumer confidence and economic weakness and adversely affect the Company’s business plans and pros-pects.

The Philippines, China, and several Southeast Asian nations have been engaged in a series of long standingterritorial disputes over certain islands in the West Philippine Sea, also known as the South China Sea. De-spite efforts to reach a compromise, a dispute arose between the Philippines and China over a group of smallislands and reefs known as the Scarborough Shoal. In April and May 2012, the Philippines and China ac-cused one another of deploying vessels to the shoal in an attempt to take control of the area, and both sidesunilaterally imposed fishing bans at the shoal during the late spring and summer of 2012. These actionsthreatened to disrupt trade and other ties between the two countries, including a temporary ban by China onPhilippine banana imports, as well as a temporary suspension of tours to the Philippines by Chinese travelagencies. Since July 2012, Chinese vessels have reportedly turned away Philippine fishing boats attemptingto enter the shoal, and the Philippines has continued to protest China’s presence there. In January 2013, thePhilippines sent notice to the Chinese embassy in Manila that it intended to seek international arbitration toresolve the dispute under the United Nations Convention on the Law of the Sea. China has rejected and re-turned the notice sent by the Philippines requesting arbitral proceedings. Chinese vessels have also recentlyconfronted Philippine vessels in the area, and the Chinese government has warned the Philippines againstwhat it calls provocative actions. Recent talks between the Government of the Philippines and the UnitedStates of America about increased American military presence in the country, particularly through possibleAmerican forays into and use of Philippine military installations, may further increase tensions.

In early March 2013, several hundred armed Filipino-Muslim followers of Sultan Jamalul Kiram III, the self-proclaimed Sultan of Sulu from the south of the Philippines, illegally entered Lahad Datu, Sabah, Malaysiain a bid to enforce the Sultan of Sulu’s historical claim on the territory. As a result of the illegal entry, thesefollowers engaged in a three-week standoff with the Malaysian armed forces, resulting in casualties on bothsides. Clashes between the Malaysian authorities and followers of the Sultan of Sulu have killed at least 98Filipino-Muslims and 10 Malaysian policemen army since 1 March 2013. In addition, about 4,000 Filipino-Muslims working in Sabah have reportedly returned to the southern Philippines.

On 9 May 2013, a Philippine Coast Guard ship opened fire on a Taiwanese fisherman’s vessel in a disputedexclusive economic zone between Taiwan and the Philippines, killing a 65-year old Taiwanese fisherman.Although the Philippine government maintained that the loss of life was unintended, Taiwan imposed eco-nomic sanctions on the Philippines in the aftermath of the incident. Taiwan eventually lifted the sanctions inAugust 2013 after a formal apology was issued by the Government of the Philippines. However, the incidenthas raised tensions between the two countries in recent months.

Should territorial disputes between the Philippines and other countries in the region continue or escalate fur-ther, the Philippines and its economy may be disrupted and the Company’s operations could be adverselyaffected as a result. In particular, further disputes between the Philippines and other countries may lead toreciprocal trade restrictions on the other’s imports or suspension of visa-free access and/or permits. Any im-pact from these disputes could materially and adversely affect the Company’s business, financial conditionand results of operations.

Investors may face difficulties enforcing judgments against the Company

It may be difficult for investors to enforce judgments against the Company. It may particularly be difficultfor investors to effect service of process upon any officer who is not a resident of the country where judg-ments from courts or arbitral tribunals are obtained outside the Philippines.

27

The Philippines is party to the United Nations Convention on the Enforcement and Recognition of ArbitralAwards, though it is not party to any international treaty relating to the recognition or enforcement of foreignjudgments. Nevertheless, the Philippine Rules of Civil Procedure provide that a judgment or final order of aforeign court is, through the institution of an independent action, enforceable in the Philippines as a generalmatter, unless there is evidence that: (i) the foreign court rendering judgment did not have jurisdiction, (ii)the judgment is contrary to the laws, public policy, customs or public order of the Philippines, (iii) the partyagainst whom enforcement is sought did not receive notice, or (iv) the rendering of the judgment entailedcollusion, fraud, or a clear mistake of law or fact.

RISKS RELATING TO THE OFFER AND THE OFFER SHARES

There may be a limited market for the Preferred Shares, so there may be no liquidity in the market for theOffer Shares and the price of the Offer Shares may fall

The Preferred Shares will not be listed and traded on the PSE. As there may be limited liquidity in the OfferShares, there can be no assurance that an active market for the Offer Shares will develop following the Offeror, if developed, that such market will be sustained.

The Offer Shares may not be a suitable investment for all investors

Each prospective investor in the Offer Shares must determine the suitability of that investment in light of itsown circumstances. In particular, each prospective investor should:

• have sufficient knowledge and experience to make a meaningful evaluation of the Company and itsbusinesses, the merits and risks of investing in the Offer Shares and the information contained in thisProspectus,

• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its par-ticular financial situation, an investment in the Offer Shares and the impact the Offer Shares willhave on its overall investment portfolio,

• have sufficient financial resources and liquidity to bear all of the risks of an investment in the OfferShares, including where the currency for purchasing and receiving the share in the Net Room RentalRevenue on the Offer Shares is different from the potential investor’s currency,

• understand and be familiar with the behavior of any relevant financial markets, and

• be able to evaluate (either alone or with the help of a financial advisor) possible scenarios for eco-nomic, interest rate and other factors that may affect its investment and its ability to bear the appli-cable risks.

The market price of the Preferred Shares may be volatile, which could cause the value of investors’ in-vestments in the Company to decline

The market price of securities can and does fluctuate, and it is impossible to predict whether the price of thePreferred Shares will rise or fall or even lose all of its value. The valuation and resale of Preferred Shareswill be highly dependent on the supply and demand for the shares. Although, the issuer may have little or nodirect competitor currently identified in the market, there is no guarantee that this will continue to be thecase.

The market price of the Preferred Shares could be affected by several factors, including:

• general market, political and economic conditions,

28

• changes in earnings estimates and recommendations by financial analysts,

• the market value of the assets of the Company,

• changes to Government policy, legislation or regulations, and

• general operational and business risks.

In addition, many of the risks described elsewhere in this Prospectus could materially and adversely affectthe market price of the Preferred Shares.

Shareholders may be subject to limitations on minority shareholders rights

The obligation under Philippine law of majority shareholders and directors with respect to minority share-holders may be more limited than those in certain other countries such as the United States or United King-dom. Consequently, minority shareholders may not be able to protect their interests under current Philippinelaw to the same extent as in certain other countries. There can be no assurance that legal rights or remediesof minority shareholders will be the same, or as extensive, as those available in other jurisdictions or suffi-cient to protect the interests of minority shareholders.

The Offer Shares relates to the Preferred Shares of the Company and are non-voting shares.The Philippine Corporation Code, however, provides for certain protective rights to minority shareholders byrequiring a vote by the shareholders representing at least two-thirds of the Company’s outstanding capitalstock for certain corporate acts, including non-voting shares.

RISKS RELATING TO CERTAIN STATISTICAL INFORMATION IN THIS PROSPECTUS

Certain information contained herein is derived from unofficial publications

Certain information in this Prospectus relating to the Philippines, the industries in which the Company com-petes and the markets in where the Company operates, including statistics relating to market size, are derivedfrom various Government and private publications. This Prospectus also contains industry information whichwas prepared from publicly available third-party sources. Industry publications generally state that the in-formation they contain has been obtained from sources believed to be reliable but that the accuracy andcompleteness of that information is not guaranteed. The information contained in the Industry section maynot be consistent with other information. Similarly, industry forecasts and other market research data, includ-ing those contained or extracted herein, have not been independently verified by the Company, and may notbe accurate, complete, up-to-date or consistent with other information compiled within or outside the Philip-pines. Prospective investors are cautioned accordingly.

Non-verification of Certain Information

The section of this Prospectus entitled “Industry” was not independently verified by the Company, or any oftheir respective affiliates or advisors.

29

EXCHANGE RATES

The PDS, a computer network supervised by the BSP, through which the members of the Bankers Associa-tion of the Philippines effect spot and forward currency exchange transactions, was introduced in 1992. ThePDS was adopted by the BSP as a means to monitor foreign exchange rates. The BSP Rate is the closing spotrate for the purchase of U.S. dollars with Pesos, which is quoted on the PDS and published in the BSP’s Ref-erence Exchange Rate Bulletin and major Philippine financial press on the following business day. On 27December 2013, the last business day in 2013 in the Philippines, the closing BSP Rate was ₱44.395=US$1.00. On 29 August 2014, the closing BSP Rate was ₱43.590 = US$1.00.

The following table sets forth certain information concerning the BSP Rate between the Peso and the U.S.dollar for the periods and dates indicated, expressed in Pesos per US$1.00:

Peso/U.S. dollar exchange rate

Year Period end Average(1) High(2) Low(3)

2007 .................................................................. 41.401 46.182 49.130 41.210

2008 .................................................................. 47.485 44.474 49.999 40.330

2009 .................................................................. 46.356 47.641 49.050 46.000

2010 .................................................................. 43.885 45.120 47.100 42.530

2011 .................................................................. 43.928 43.310 44.580 41.925

2012 .................................................................. 41.192 42.237 44.130 40.850

2013 .................................................................. 44.414 42.430 44.750 40.570

2014

January ....................................................... 45.155 44.972 45.370 44.450

February ..................................................... 44.656 44.861 45.410 44.430

March ......................................................... 44.996 44.798 45.290 44.380

April……………………………………… 44.463 44.628 44.940 44.280

May……………………………………… 43.927 43.890 44.500 43.550

June………………………………………. 43.780 43.808 44.120 43.585

July………………………………………. 43.421 43.458 43.615 43.235

August…………………………………… 43.648 43.789 44.080 43.598

September………………………………… 44.965 44.191 45.085 43.520

October…………………………………… 44.880 44.879 44.978 44.820

__________________(1) Weighted average rate under the Philippine Dealing System (“PDS”) starting August 4, 1992.(2) Highest closing exchange rate for the period.(3) Lowest closing exchange rate for the period.

Source: Reference Exchange Rate Bulletin, Treasury Department of the BSP.

30

USE OF PROCEEDS

Based on the Offer Price per Offer Share, the Company expects to raise gross proceeds amounting to approx-imately ₱1,612,001,768 from the Offer.

The following are the estimated expenses to be incurred in relation to the Offer:

Proceeds from theOffer

(₱ millions)

Total proceeds from the Offer 1,612

CommissionAdvertisingTradeshows and Venue RentalsSales Allowances and IncentivesExchange Program Cost

96.716.156.440.31.6

SEC registration, filing and research fees .3

Estimated professional fees (including legal, audit, and financial advisory fees) 5

Total estimated expenses 216.5

Estimated net proceeds from the Offer 1,395.5

The Company expects to use the net proceeds from the Offer, estimated to be P1,395,527,258, after deduct-ing the above expenses, for the following:

1. Pay to CLC the total contract price of Php1,075,112,990 for the purchase of 152 units

31

2. Other Operating Expenses

Amount

Other Operating Expenses/Working Capital (₱ millions)

General and Admin Expenses 186.7

Interest Expense 50.3

Taxes 83.4

Total Estimated Other Operating Expenses 320.4

Proceeds allotted for other operating expenses/working capital will be used for expenses, which includeamong others, general and administrative expenses such as salaries, supplies, utilities, communication,miscellaneous expenses and other unexpected costs that may arise. Any remaining portion shall inure to thecoffers of the Company, for such purposes as may be warranted in the ordinary course of business.

In the event of any material deviation or adjustment in the planned uses of the proceeds, the Company shallinform the Preferred Shareholders and the SEC thirty (30) days prior to its implementation.

No use of proceeds is contemplated to discharge debt, to acquire other assets or finance the acquisition ofother businesses, or reimburse any officer, director, employee or shareholder for services rendered, assetspreviously transferred, money loaned, advanced or otherwise.

32

PREFERRED SHAREHOLDERS’ ENTITLEMENTS & DIVIDENDS

Annual Usage Entitlement

A Preferred Shareholding is entitled to use and occupy, for 28 nights per year, rooms owned by the Companyin Acqua 6 Tower – Novotel Suites Manila. The room entitlement of a Preferred Shareholder shallcorrespond to the class of Preferred Share held as follows:

Class of Preferred Share Room Entitlement

Preferred Class A - Studio Room

Preferred Class B - Deluxe 1-Bedroom

Preferred Class C - Superior 1-Bedroom

Preferred Class D - Premier 1-Bedroom

Reservation for the use shall be offered on a first come first serve basis and shall take into consideration theusage entitlements of the other Preferred Shareholders.

a. Subject to the provisions of applicable law, all classes of the Preferred Shares of the Corporation shall benon-voting.

b.Subscription to any class of the Preferred Shares shall be for a minimum of thirteen (13) shares and inmultiples of thirteen (13) shares thereafter (“Board Lot”).

c. A Preferred Shareholder may not sell or transfer their shares for less than a Board Lot.d.A Preferred Shareholder may not sell, transfer or otherwise dispose of their shares until the same has been

fully paid and subject to the right of first refusal of the Common Shareholder.e. A Preferred shareholder shall be subject to a lock-up of at least six (6) months from the date he/she/it has

fully paid their sharesf. The Preferred shareholder shall be entitled to use and occupy, for twenty-eight (28) night per year, the

rooms owned by the Corporation in Acqua 6 Tower subject to the following limitations:

• Holders of Preferred A Shares shall be entitled to use the Studio room only.• Holders of Preferred B Shares shall be entitled to use the One Bedroom Deluxe Room only.• Holders of Preferred C Shares shall be entitled to use the One Bedroom Superior Room only.• Holders of Preferred D Shares shall be entitled to use the One Bedroom Premier Room only• The exercise by the Preferred Shareholders of the Annual Usage Entitlement shall be subject to the

availability of rooms and the reservation rules and regulations of the Corporation and/or hotelmanager engaged by the Corporation to manage its property.

• Exercise of the Annual Usage Entitlement shall be taken in minimum blocks of not less than three (3)consecutive nights stay up to a maximum of twenty (28) consecutive nights, subject to the limitationsherein provided for High and Shoulder Seasons.

• Annual Usage Entitlements are non-cumulative, unused Annual Usage Entitlements for a particularyear shall not be carried over to the subsequent year

• A Preferred Shareholder shall only be entitled to their Annual Usage Entitlements upon full paymentof their shares and payment of all annual dues and service fees, provided further, that such PreferredShareholders are not considered as delinquent.

• Use of Annual Usage Entitlements shall be subject to a usage fee for each night during which aPreferred Shareholder occupies a room pursuant to their exercise of their respective Annual UsageEntitlement. The usage fee shall be payable upon the checkout by the Preferred Shareholder. Theusage fee shall cover the costs of room amenities and housekeeping services whilst the PreferredShareholders are in residence together with the costs attributable to utilities service charge and anylocal taxes which may be payable in respect of such service. The usage fee shall be no more than 30%

33

of the BAR of each room category. For example, if a Studio BAR is Peso 6,000/night, then the usagefee would be Peso 1,800/night.

• Use of rooms in excess of a Preferred Shareholders Annual Usage Entitlement shall be paid at thestandard publish rate of the Hotel Manager and paid immediately upon checkout.

• Preferred Shareholders may only transfer the use of all or a part of their Annual Usage Entitlement todirect family members or a nominated party or parties, who shall be subject to the same rules andregulations of the Company and/or Hotel Manager engaged by the Company.

• The Preferred Shareholders shall be subject to such other rules and regulations which the Corporationor the Hotel Manager may, from time to time, issue with respect to the use of the Annual UsageEntitlement, provided that the Preferred Shareholders are given at least thirty (30) days notice of suchrules and regulations.

• The table below shows the total available rooms for preferred shareholders annually to avail of their28 days of usage and entitlement:

Each Preferred Shareholder shall designate a Primary User at the time of purchase or subscription of theOffer Shares. The Primary User shall have exclusive rights to use the reservation system to be adopted byAccor. Only Preferred Shareholders in good standing reservation request will be entertained. The followingrules shall govern the reservation and exercise of a Preferred Shareholders’ Annual Usage Entitlement toensure that all Preferred Shareholders of a fair and equitable allocation of their Annual Usage Entitlements:

Annual Usage entitlements will be managed through a floating fractional system. Meaning thatentitlement weeks can be used at anytime throughout the year, subject to availability and seasonality.

“CALC” through a structured reservation system will on a best efforts basis ensure that PreferredShareholders have their choice of usage weeks. The reservation system will ensure a fair andequitable allocation of usage weeks. For example, if a preferred shareholder successfully books aHigh Season period this year, they may not be able to book for the same period in the following year.Priority will be given to another Preferred Shareholder. However alternative week/s will be offeredor the preferred shareholder can exchange their weeks through the Interval International exchangeprogram.

• A Preferred Shareholder may reserve not more than two weeks of occupancy within the High Seasonand not more than two weeks within the Shoulder Season; there is no limitation for annual usageentitlements for periods other than High and Shoulder seasons. Please see detailed seasonalitycalendar on page 35 of this Prospectus

• Use Period Reservation must be made by the preferred shareholders up to 12 months and no less 6months prior to the intended date of stay. A Preferred Shareholder who fails to make a Use PeriodReservation shall not be assigned a Use Period, but may avail of a Space Available Reservation.

• A Space Available Reservation must be made more than 30 days but not less than 7 days prior to theintended date of stay.

• Use Periods must be used within the current Use Year. Unused Use Periods may not be carried to thesubsequent Use Year. Similarly, Use Periods from future Use Years may not be brought forward.

Units DaysTotal Units Per

Year% of Units Allocatedfor Free Nights (4/13)

Units Allocated forFree Nights Per

Day

Annual RoomAllocation

Studio Suites 122 365 44,530 31% 38 13,8041 Bedroom Deluxe 10 365 3,650 31% 3 1,1321 Bedroom Super Deluxe 10 365 3,650 31% 3 1,1321 Bedroom Premier 10 365 3,650 31% 3 1,132Total 152 55,480 47 17,198

*47.12 units

34

• Upon initial confirmation of a reservation request, the Preferred Shareholder shall have 48 hours tocancel such request by email or fax notification to the reservation office without penalty. If nocancellation notification is received within the 48-hour period following the initial confirmation, therequest shall be deemed “confirmed”. Cancellation of a confirmed reservation shall be subject to therules on Cancellation, Changes and No-shows.

• Preferred Shareholders shall be given priority to use the units in the category to which their sharescorrespond. An upgrade to a 1-bedroom unit may be given to a Preferred Shareholder, who holdsPreferred Class A shares, if no studio unit is available at the time he/she is scheduled to use his/herAnnual Usage Entitlement. If for some reason no 1-bedroom unit is available, then a PreferredShareholder who holds Preferred Class B, Class C or Class D shares may avail of downgradeconsisting of at least 2 studio rooms; provided that the bookings are made within the reservationperiod required and that space is available.

• The Preferred Shareholders are required to pay a Usage Fee for each night during which they occupy aroom pursuant to the exercise of their respective Annual Usage Entitlements. Such Usage Fee will bepayable upon the checkout of the Preferred Shareholder. The Usage Fee will be calculated accordingto the number of nights of the Preferred Shareholder’s specific reservation. The Usage Fee isformulated in order to cover the costs of room amenities and housekeeping services whilst thePreferred Shareholders are in residence together with costs attributable to utilities and any local taxeswhich may be payable in respect of such services.

• The exercise of the Annual Usage Entitlement shall be taken in minimum blocks of not less than three(3) consecutive nights stay

• A Preferred Shareholder shall only be entitled to their Annual Usage Entitlements upon full paymentof their shares and payment of all annual dues and service fees, provided further, that such PreferredShareholders are not considered as delinquent;

• Use of rooms in excess of a Preferred Shareholders’ Annual Usage Entitlement shall be paid at thestandard published rate of Accor and paid immediately upon checkout by the Preferred Shareholder

• The Preferred Shareholders may only transfer the use of all or a part of their Annual UsageEntitlement to direct family members or a nominated party or parties, who shall be subject to the samerules and regulations of the Company and Accor

35

SEASONALITY CALENDAR:

M T W Th F Sat Sun M T W Th F Sat Sun M T W Th F Sat Sun

M T W Th F Sat Sun M T W Th F Sat Sun M T W Th F Sat Sun

M T W Th F Sat Sun M T W Th F Sat Sun M T W Th F Sat Sun

M T W Th F Sat Sun M T W Th F Sat Sun M T W Th F Sat Sun

Legend:High Season

Shoulder Season

Regular Days

January February March

April May June

New Year's

Christmas / Rizal's Day(Long Weekend)

Holy Week*

Independence

July August September

October November December

Semestral Break

School Holiday School Holiday

High SeasonNew Year (Jan 1-14) 14 47 658Holy Week (including pre & post) 21 47 987Christmas Break (Dec 18-31) 14 47 658Total High Season 49 2,303

Shoulder SeasonIndependence Day (June 12-14) 3 47 143School Holiday 61 47 2,876Semestral Break (last week of Oct) 7 47 332Total Shoulder Season 71 3,352

Regular Days 245 47 11,544

Total 365 47 17,198

*Dates may change based upon actual government declaration

AvailableRooms Per Day*

Total Rooms /Nights Available

No of DaysDescription

36

Share in Net Room Rental Revenue

The Preferred Shareholders shall be entitled to a share in the Net Room Rental Revenue at the rate of 40% forall of the 152 rooms owned by the Company. The share of a Preferred Shareholder in the NRRR, shall bepayable annually. The share of a Preferred Shareholder in the NRRR shall be calculated based on the attri-butable sq.m. corresponding to the class of Preferred Shares held by such Preferred Shareholder for every 13Preferred Shares held.

In computing the proportionate share of each Preferred Shareholder in the NRRR, the following formula shallbe used:

(Net Room Rental Revenue x 40%)x

Attributable sq.m. based onclass of shares held for every

13 Preferred Shares held6,036 sq.m

The corresponding attributed sq.m. of each class of Preferred Shares are as follows:

Class of Preferred Shares Corresponding AttributedSQM for every 13 Preferred

Shares Held

Preferred A Shares - 8

Preferred B Shares - 11.75

Preferred C Shares - 19

Preferred D Shares - 21.75

Refer to the sample computation below:

(Php110,296,894 x 40% - 5% withholding tax) = Php6,944/sqm

6,036 sqm

Attributed owner's share forevery 13 Pref Shares held SQM

Owner'sShare per sqm Owner's share

Preferred A Shares 8.00 6,944.00 55,552

Preferred B Shares 11.75 6,944.00 81,592

Preferred C Shares 19.00 6,944.00 131,936

Preferred D Shares 21.75 6,944.00 151,032

*Assumed figure for computation purposes only

37

Other Benefits

Interval Exchange Program

Interval International, Inc. (“Interval”) of Miami, Florida, USA has agreed to provide its exchange program(the “Interval Exchange Program”) to Preferred Shareholders of the Company. Under this program and sub-ject to the conditions stated below, Preferred Shareholders may exchange a minimum of one and week and upto four weeks of their Annual Usage Entitlement for stays at properties affiliated with Interval in differentparts of the world.

Interval is an independently operated exchange company. Neither the Developer nor the Property Managerare agents for Interval and no representations or promises made by them are binding on Interval or vice versa.All exchanges to any other Interval affiliated property are arranged through Interval. The procedures for ex-changing, costs and other features of the exchange program are more fully described in separate materialsdistributed by Interval.

The Preferred Shareholder’s initial membership in the Interval Exchange Program shall be at the Company’scost. The initial membership term shall be five years following the payment of the full Purchase Price (or theinitial deposit, in the case of Company financing) and the execution of an agreement between the Companyand Interval. Thereafter, the Preferred Shareholder may maintain his or her membership by paying Intervalthe corresponding annual membership fee, which will be discussed accordingly with the shareholders prior tothe lapse of the initial membership, in accordance with the terms and conditions established by Interval. Toutilize the exchange service, an exchange fee is payable per Weekly Use Period exchanged at the time therequest for the exchange is made. Representations or promises regarding the Interval Exchange Program aswell as Interval’s current or future services are limited to those made in written materials supplied by Inter-val. The accuracy of the content of those materials as well as the accuracy of the representations made thereinare the sole responsibility of Interval.

38

ACCOR Advantage Plus

ACCOR Advantage Plus has agreed to provide membership to Preferred Shareholders. Under this programand subject to membership terms and conditions Preferred Shareholder will be able to enjoy exclusive ac-commodation and dining benefits at over 500 ACCOR Hotels and Resorts throughout the Asia pacific Re-gion. Participating countries include China, Singapore, Hong Kong, Thailand, Australia, Vietnam, South Ko-rea, Malaysia, Philippines, New Zealand and Indonesia. Current benefits, as of February 2015 are as detailedbelow;

Dining DiscountsAccor Advantage Plus members receive the following discounts when dining at any of the food and beverageoutlets in Sofitel Philippine Plaza

1 pax 25 % 3 pax 33% 4 to 9 pax 25%2 pax 50% 4 pax 25% 10 pax or more 20%

Beverage discount (Asia only) 15%

Up to 50% dining discount in participating Accor Hotels and Resort restaurant for breakfast, lunch and din-ner in Asia Pacific.

Additional Dining Certificates @ SPIRAL One (1) Birthday Celebration Certificate – Enjoy a birthday cake and 50% discount for a table of up

to 10 persons One (1) Group Dining Certificate – Enjoy 50% discount for a table of up to 10 persons One (1) Lunch Dining Certificate – Enjoy 50% discount for lunch Mon-Fri for a table of up to 10

persons

Accommodation Discounts 10% off the best rate guarantee on all daily rates, hotel public promotions and specials, including

ACCOR Super Sales Red Hot Room Rates –Up to 50% discount exclusive to ACCOR members. Not available to the gen-

eral public Exclusive website –access to member only sales and promotions on www.accoradvantageplus.com One (1) Complimentary Night –Loaded on to the card and can be used in any ACCOR Hotels and

Resorts in Asia Pacific

Additional Benefits 20% off laundry and business center service 10% off delicatessen purchases

Additional Benefits Earn 50% more points in Le Club –Automatic Enrollment in Le Club and complimentary upgrade to

Silver Status level. One (1) Fully TRANSFERABLE Member for a Day Certificate –Enjoy full members benefits, in-

cluding dining and accommodation for 24 hours anywhere in Asia Pacific. Preferred Shareholders will be enrolled into AAP for an initial period of 1 year, following payment

of 20% of the full payment price.

Thereafter, the Preferred Shareholder may maintain his or her membership by paying AAP the correspondingannual membership fee in accordance with the terms and conditions established by AAP. Representations orpromises regarding the AAP Membership as well as AAP’s current or future services are limited to thosemade in written materials supplied by AAP. The accuracy of the content of those materials as well as the ac-curacy of the representations made therein are the sole responsibility of AAP.

39

DIVIDENDS

The Company is authorized under Philippine law to declare dividends, subject to certain requirements. Thepayment of dividends, either in the form of cash or shares, will depend upon the Company's earnings, cashflow and financial condition, among other factors. The Company may declare dividends only out of its unre-stricted retained earnings. These represent the net accumulated earnings of the Company with its capital un-impaired, which are not appropriated for any other purpose. The Company may pay dividends in cash, by thedistribution of property, or by the issue of shares. Dividends paid in cash are subject to the approval by theBoard of Directors. Dividends paid in the form of additional shares are subject to approval by both the Boardof Directors and at least two-thirds of the outstanding share capital of the shareholders at a shareholders'meeting called for such purpose.

The Company has not declared any dividends to date.

Under the Articles of Incorporation of the Company, as amended, the holders of Preferred Shares shall not beentitled to receive dividends. Only the holders of Common Shares shall be entitled to receive dividends.

40

THE ACQUA 6 TOWER – NOVOTEL SUITES MANILA

The Acqua 6 Tower will be a unique phase of the overall Acqua Private Residences development that shallcomprise of approximately 459 units and a GFA of more than 30,000 sq.m.

The Acqua 6 Tower construction is expected to commence in the first half of 2015 and is expected to becompleted for occupation in approximately 48 months or September 2019. As of date, percentage ofcompletion is at 20%.

The Acqua 6 Tower will be divided into 2 distinct areas. There are approximately 149 units of BrandedResidences and 310 Hotel Suites, 152 of which will be owned by the Company and 158 units retained by theDeveloper. The Developer retained units and the units owned by the Company will be operated as an AllSuite Hotel and Serviced Apartment, to be managed by Accor, the 6th largest Hotel Group in the World,under the Novotel Suites Brand.

The total Acqua 6 Tower development is focused on delivering first class hospitality services to allstakeholders and be distributed globally, thus delivering a truly international and globally recognized projectmanaged to international hotel standards.

Residents, shareholders and guests will be able to enjoy, a first class international restaurant, executive clublounge, residents lounge, fitness and wellness center, executive meeting facilities, and iconic pool, allsupported by full hotel butler and concierge services.

The entire Acqua 6 Tower shall be divided into 3 segments: 149 Branded Residences, 152 units owned by theCompany and 158 units to be retained by the Developer.

The Acqua 6 Tower will be fully financed by CLC’s credit facility from a reputable bank in the Philippines.

41

The Acqua 6 Tower will be a 40 storey building comprising of a Lobby/Ground Floor, 4 parking floors, 24hotel floors and 11 residential floors. The hotel and residential floors are further broken down as:

Studio 1 Bedroom 2 Bedroom 3 Bedroom Total

Branded Residential Units

125 8 2 14 149 units

84% 5% 1% 10% 100%

Hotel Units

244 61 5 - 310 units

79% 20% 2% - 100%

342 93 20 5 459 units

149 Branded Residential Unitsto be sold by CLC as retail units,asAcqua Private Residences@ Novotel Suites Manila

158 Hotel SuitesOwned by CLC and operated by Accor asNovotel Suites Manila

152 Hotel Suitesto be sold by CLC to CALC divided into7,904 Preferred Shares, operated by Accor asNovotel Suites Manila

42

Out of the 152 units owned by the Company, the following are the various unit types:

Studio(approx. 32 sq.m.)

Deluxe 1 Bedroom(approx. 47 sq.m)

Superior 1 Bedroom(approx. 76 sq.m)

Premier 1 Bedroom(approx. 87 sq.m)

122 10 10 10

Amenities at the Acqua 6 Tower

Developed to the standards expected in an upscale private residence, the Acqua 6 customized amenities willprovide owners and guests with a high level of service, tailored to the requirements of their stay andresidence:

• Multi Cuisine All Day Dining Restaurant with 24-Hour Room Service• Cocktail Bar & Lounge• Executive Club, Residents Lounge and Meeting Suites• Fitness Centre• Feature Pool and Al Fresco Dining Area• Serviced and Self Service Laundry• 24/7 Concierge Services

Accor

The 310 Hotel Suites will be managed and operated by Accor, the largest hotel group in the world, under theNovotel Suites Brand.

43

Suite Novotel

Suite Novotel nurtures an offbeat, avant-garde spirit that invites guests to experience a new way of hotel liv-ing. Offering round-the-clock services, Suite Novotel promises its frequent traveller clientele more freedomand autonomy for a truly pleasurable stay.

44

DETERMINATION OF THE OFFER PRICE

The Offer Price per Offer Share are as follows:

up to P166,667 per Preferred A Share or P2,166,671 per board lotup to P238,889 per Preferred B Share or P3,105,557 per board lotup to P383,333 per Preferred C Share or P4,983,329 per board lotup to P444,444 per Preferred D Share or P5,777,772per board lot

The final Offer Price shall be determined upon the finalization of the various agreements to be entered intoby the Company and guided by the companies experience in the development of condominium real estate inManila specifically the additional 5 buildings within the overall Acqua development.

The Offer Shares will be offered at the following prices (i) up to ₱166,667 per Class A Share; (ii) up to₱238,889 per Class B Share; (iii) up to ₱383,333 per Class C Share; and (iv) up to ₱444,444 per Class DShare (collectively, the “Offer Price”). A total of up to 6,344 Class A Shares, 520 Class B Shares, 520 ClassC Shares and 520 Class D Shares will be outstanding after the Offer

The factors considered in determining the Offer Price were, among others, the total purchase price of the 152condominium units of the Acqua 6 Tower of the Acqua Private Residences, the total estimated costs of thefixtures, furniture, equipment, operating supplies required to operate the 152 units as a hotel suite in accor-dance with the standard of the Novotel Suite brand, and the prevailing market price of similar securities.

Since the Company and the Shares are not listed on any stock exchange, there is no market information forthe Offer Shares and there has been no market price for the Offer Shares derived from day-to-day trading.

Purchase Price

The total purchase price of the 152 units with a total area of 6,036 SQM is Php 1,075,112,990, representingan average price of Php 178,111 per sqm, which comparable to other Century Properties branded condomi-nium developments within Acqua and the Century City development and considering that all units will befully fitted to international hotel standards as set by ACCOR in relation to brand requirement of NovotelSuites.

45

SELECTED FINANCIAL AND OPERATING INFORMATION

The following tables set forth the summary financial information for the Company and should be read inconjunction with the independent auditors’ reports and the Company’s audited interim financial statements,including the notes thereto, included elsewhere in this Prospectus, and the section entitled “Management’sDiscussion and Analysis of Financial Condition and Results of Operations.” The summary financial infor-mation as of March 31, 2015 was derived from the Company’s audited interim financial statements, whichwas prepared in accordance with PFRS and was audited by SGV & Co. in accordance with the PhilippineStandards on Auditing (“PSA”). The summary consolidated financial information below is not necessarilyindicative of the results of future operations.

STATEMENT OF COMPREHENSIVE INCOME

REVENUEInterest income P=3,854

PRE-OPERATING EXPENSESFiling fees 40,753Taxes and licenses 40,691Professional fees 50,000Others 3,000

134,444

LOSS BEFORE INCOME TAX 130,590

PROVISION FOR INCOME TAX 771

NET PRE-OPERATING LOSS 131,361

OTHER COMPREHENSIVE INCOME –

TOTAL COMPREHENSIVE LOSS P=131,361

BALANCE SHEET

ASSET

Cash 6,288,789

LIABILITY AND EQUITY

Accrued expenses 123,661

Equity

Capital stock 7,972,906

Deficit (1,807,778)

Total Equity 6,165,128

6,288,789

46

STATEMENTS OF CASH FLOWS

CASH FLOW FROM PRE-OPERATINGACTIVITIES

Net pre-operating loss (131,361)

Adjustment for interest income (3,854)

Operating loss before working capital changes (135,215)

Increase in accrued expenses 50,000

Net cash used in operations (85,215)

Interest received 3,854

Net cash used in pre-operating activities (81,361)

CASH FLOW FROM FINANCINGACTIVITY

Collection of subscription receivable 80,944

NET DECREASE IN CASH (417)

CASH AT BEGINNING OF PERIOD 6,289,206

CASH AT END OF PERIOD 6,288,789

47

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS (AUDITED)

The following discussion of the Company’s financial results should be read in conjunction with the indepen-dent auditors’ reports and the Company’s audited interim financial statements and notes thereto containedin this Prospectus and the section entitled “Selected Financial and Operating Information.”

This discussion contains forward-looking statements and reflects the current views of the Company with re-spect to future events and financial performance. Actual results may differ materially from those anticipatedin these forward-looking statements as a result of certain factors such as those set forth in the section en-titled “Risk Factors” and elsewhere in this Prospectus.

OVERVIEW

The financial statements of the Company have been prepared using the historical cost basis. The financialstatements are presented in Philippine Peso (₱), the Company’s functional and presentation currency. Allamounts are rounded to the nearest peso except when otherwise indicated.

The financial statements of the Company have been prepared in compliance with Philippine Financial Re-porting Standards (PFRS). These financial statements will be used for the Company’s filing and registrationof its preferred stocks and for its plan to conduct a public offering.

The Company was incorporated and registered with the Securities and Exchange Commission on November6, 2014 and has not yet started commercial operations as of March 31, 2015.

FACTORS AFFECTING RESULTS OF OPERATIONS

The Company’s results of operations are affected by a variety of factors. Set out below is a discussion of themost significant factors that may affect the Company’s results and which the Company expects to affect itsfinancial results in the future. Factors other than those set out below could also have a significant impact onthe Company’s results of operations and financial condition in the future. See “Risk Factors” beginning onpage 19 of this Prospectus.

Critical Account Policies

Critical accounting policies are those that are both (i) relevant to the presentation of the Company’s finan-cial condition and results of operations and (ii) require management’s most difficult, subjective or complexjudgments, often as a result of the need to make estimates about the effect of matters that are inherently un-certain. As the number of variables and assumptions affecting the possible future solution of the uncertain-ties increase, those judgments become even more subjective and complex. To provide an understanding ofhow the Company’s management forms its judgments about future events, including the variables and as-sumptions underlying its estimates, and the sensitivity of those judgments to different circumstances, the crit-ical accounting policies discussed below have been identified. While the Company believes that all aspects ofits financial statements should be studied and understood in assessing its current and expected financialcondition and results of operations, the Company believes that the following critical accounting policieswarrant particular attention.

The preparation of the consolidated financial statements in conformity with PFRS requires management tomake judgments, estimates and assumptions that affect the amounts reported in the consolidated financialstatements and accompanying notes. Uncertainty about these judgments, assumptions and estimates couldresult in outcomes that require a material adjustment to the carrying amounts of assets and liabilities affectedin future periods. Significant accounting policies and methods used in the preparation of our consolidatedfinancial statements are described and disclosed under “Significant Accounting Judgments, Estimates andAssumptions”.

48

DESCRIPTION OF STATEMENTS OF COMPREHENSIVE INCOME LINE ITEMS

The Company was incorporated and registered with the Securities and Exchange Commission on November6, 2014 and has not yet started commercial operations as of March 31, 2015.

Financial Condition

The primary objective of the Company’s capital management is to ensure that it has sufficient capital to sup-port its business. As the Company in its pre-operating stage, its ability to continue as a going concern is de-pendent on the favorable outcome of its future transactions. It depends on its ability to raise new capital,accomplish its business plan and start operating profitably. The Company will manage its capital structureand make adjustments to it, in light of changes in economic decisions.

ACCELERATION OF FINANCIAL OBLIGATIONS

There are no known events that could trigger a direct or contingent financial obligation that would have amaterial effect on the Company’s liquidity, financial condition and results of operations.

OFF BALANCE SHEET ARRANGEMENTS

As of the date of this Prospectus, the Company has no material off-balance sheet transactions, arrangements,and obligations. The Company also has no unconsolidated subsidiaries.

INCOME OR LOSSES ARISING OUTSIDE OF CONTINUING OPERATIONS

The company has no income or losses arising outside of continuing operations as of the date of this prospec-tus

QUALITATIVE AND QUANTITATIVE DISCLOSURE OF MARKET RISK

Credit Risk

Credit risk is the risk that one party to a financial assets and financial liabilities will fail to discharge an obli-gation and cause the other party to incur a financial loss. Credit risk management involves entering into fi-nancial assets and financial liabilities only with counterparties with acceptable credit rating. The Companyhas minimal exposure to credit risk for the components of the statements of financial position as of March31, 2015

The Company’s cash in bank is considered as high quality financial assets since this is maintained in a bankwith good credit rating.

Liquidity risk

Liquidity risk is the risk that the Company will be unable to meet its payment obligation when they fall dueunder normal and stress circumstances. The Company maintains a level of cash deemed sufficient to financeoperations and to mitigate the effects of fluctuation in cash flows.

As of March 31, 2015, all financial assets and financial liabilities are due within one year.

Interest Rate Risk

The Company’s exposure to market risk for changes in interest rates relates primarily to fluctuations in inter-est rates that could negatively affect the potential margins in respect of the Company sales and could make itmore difficult for the Company to procure new debt on attractive terms.

49

BUSINESS

The Company was registered with the SEC on November 6, 2014, with an authorized capital stock ofP100,000,000 divided i) 94,164,560.00 Common Shares with a par value of P 1.00 per share; (ii) 6,344 Pre-ferred Class A Shares with a par value of P 10.00 per share ; (iii) 520 Preferred Class B Shares with a parvalue of P 100.00 per share; (iv) 520 Preferred Class C Shares with a par value of P 1,000.00 per share; and(v) 520 Preferred Class D Shares with a par value of P 10,000.00 per share. As of the date of this Prospec-tus, 25,000,000 Common Shares was subscribed and P7,972,906 was paid up.

Name NationalityType of

shares Sub-scribed

No. of SharesSubscribed

Amount Sub-scribed (in P)

Amount Paid (inP)

Century Limitless Corpo-ration

Filipino Common 24,999,993 24,999,993.00 7,972,899

Tim Hallett British Common 1 1 1

Domie S. Eduvane Filipino Common 1 1 1

Carlos Benedict K. Rivil-la IV

Filipino Common 1 1 1

Isabelita S. Sales Filipino Common 1 1 1

Rhoel Alberto B. Nolido Filipino Common 1 1 1

Riza V. Tumale Filipino Common 1 1 1

Ma. Pamela Quizon-Labayen

Filipino Common 1 1 1

Total 25,000,000 7,972,906

The Company is a wholly owned subsidiary of CLC which in turn is a wholly owned subsidiary of CPGI.The Company through its parent company harnesses more than 28 years of expertise in the real estate indus-try.

On November 17, 2014, the Board of Directors and stockholders of the Company approved the offer of itsPreferred Shares to the public in order to raise funds to fully pay for the 152 rooms in Acqua 6 Tower of Ac-qua Private Residences it acquired from CLC.

The Company primary purpose is to acquire by purchase, own, hold, manage, administer, lease, or operate152 condominium units of the Acqua 6 Tower of Acqua 6 Residences for the benefit of the shareholders.

The secondary purposes of the Company as stated in its AOI are as follows:

1. To invest and deal with the monies or properties of the Corporation in such manner as may from time totime be considered wise or expedient for the advancement of its interest and to sell, dispose of or transferthe business properties and goodwill of the Corporation or any part thereof at an opportune time to fur-ther the objectives of the Corporation;

2. In accordance with the requirements of the law, to raise money from the sale of its securities, including toits stockholders for any of the purposes of the Corporation, and from time to time without limit as toamount, to draw, make, accept, endorse, discount, transfer, assign, execute and issue promissory notes,

50

drafts, bills of exchange, warrants, bonds, debentures and other negotiable and transferable instrumentsand evidence of indebtedness, and for the purpose of securing any of its obligations or contracts to con-vey, transfer, assign, deliver, mortgage and/or pledge all or any part of the property or assets at any timeheld or owned by the Corporation on such terms and conditions as the Board of Directors of the Corpo-ration or its duly authorized officer or agents shall determine and as may be permitted by law;

3. To enter into any lawful arrangement for sharing of profits, union of interest, reciprocal concession or co-operation, with any corporation, association, partnership syndicate, entity, person or governmental, mu-nicipal or public authority, domestic or foreign, in the carrying on of any business or transaction deemednecessary, convenient or incidental to carrying out any of the purposes of this corporation;

4. To establish and operate one or more branch offices or agencies and to carry on any or all of its operationsand business without any restrictions as to place or amount including the right to hold, purchase or oth-erwise acquire, lease, mortgage, pledge and convey or otherwise deal in condominiums, buildings andstructures of whatever kind or nature anywhere within the Philippines;

5. To purchase or otherwise acquire, and to hold, own, trade and deal in, mortgage, pledge, assign, sell, ex-change, transfer or otherwise dispose of goods, wares, merchandise and personal property of every classand description and to transport the same in any manner;

6. To apply for, obtain, register, purchase, lease or otherwise acquire, and to hold, own, use, exercise, devel-op, operate and introduce, and to sell, assign, grant licenses or territorial rights in respect of, or otherwiseto turn to account or dispose of, any copyrights, trademarks, trade-names, brands, labels, patents, designpatents, improvements or processes used in connection with or secured under letters patent of any coun-try, government or authority, or otherwise, in relation to any of the purposes herein stated; and to ac-quire, use, exercise, or otherwise turn to gain licenses or rights in respect of any such copyrights, trade-marks, trade-names, brands, labels, patents, design patents, inventions, improvements, processes and thelike;

7. Insofar as may be permitted by law, to purchase or otherwise acquire the stocks, bond, and other securitiesor evidence of indebtedness of any other corporation, association, firm or entity, domestic or foreign, andto issue in exchange therefore its own stocks, bonds, or other obligations or to pay therefore in cash, orotherwise; to hold for investment or otherwise own, use, sell deal in, dispose of, and turn to account anysuch stocks, bonds, or other securities, and exercise the rights and powers of ownership, including theright to vote thereon for any purpose;

8. Insofar as may be permitted by law, to do any act or things necessary or useful for the protection, devel-opment, improvement or operation of any person, corporation, association, firm or entity in or withwhich this Corporation has an interest of any kind, whether as stockholder, manager, investment adviser,technical consultant or otherwise including, among others, the power to extend all kinds of financial as-sistance by loan, guaranty, surety, or subsidy to such corporation, association, firm or entity without en-gaging in surety business;

9. To purchase, hold, cancel, re-issue, sell, exchange, transfer or otherwise deal in shares of its own capitalstock, bonds or other obligations from time to time to such an extent and in such manner and upon suchterms as its Board of Directors shall determine; provided that the Corporation shall not use its funds orproperty for the purchase of its own shares of capital stock when such use would cause any impairmentof its capital stock, except to the extent permitted by law;

10. To merge, consolidate, combine or amalgamate with any corporation, firm, association or entity hereto-fore or hereafter created in such manner as may be permitted by law;

11. To acquire, take over, hold or control all or any part of the business, goodwill, property and other assets,as may be allowed under the law, and to assume or undertake the whole or any part of the liabilities andobligations of any person, firm, association or corporation, whether domestic or foreign, and whether a

51

going concern or not, engaging in or previously engaged in a business which the Corporation is or maybecome authorized to carry on or which may be appropriated or suitable for the purposes of the Corpora-tion, and to pay for the same in cash or in stock, bonds, or securities of the Corporation or otherwise, andto hold, manage, operate, conduct and dispose of , in any manner, the whole or part of any such acquisi-tions, and to exercise all the powers necessary or convenient for the conduct and management thereof;

12. To enter into contracts and arrangements of every kind and description for any lawful purpose with anyperson, firm, association corporation, municipality, body politic, county, territory, province, state, gov-ernment or colony or dependency thereof, obtain from any government or authority any rights, privileg-es, contracts and concessions which the Corporation may deem desirable to obtain, carry-out, perform orcomply with such contracts or arrangements and exercise any such rights, privileges and concessions;

13. To guarantee, for and in behalf of the Corporation, obligations of other corporations or entities in whichit has lawful interest, including its affiliated companies, and to secure the repayment of the obligationsand liabilities of any such corporation, partnership, association in which the Corporation has an interest,including its affiliated companies, by mortgage, pledge, assignment, deed of trust or other encumbrancesupon the monies and properties of the Corporation; and

14. To do and perform all acts and things necessary, suitable or property for the accomplishment of any ofthe purposes herein enumerated or which shall at any time appear conducive to the protection or benefitof the Corporation, including the exercise of the powers, authorities and attributes conferred upon corpo-rations organized under the laws of the Philippines in general and upon domestic corporations in particu-lar.

COMPETITIVE STRENGTHS

• The first fully integrated and internationally branded 4 star hospitality project in the Philippines

• International branded and global distribution through ACCOR one of the world’s leading hotel com-panies.

• 25,000 room supply deficit of new hotel rooms in Manila, by 2016.

• Lack of new branded hotel and service apartments in Manila and Makati City to meet the growingdomestic and international tourism demands.

• Affordable investment

• Annual usage entitlement that meets the Filipino OFW home leave schedules.

• The Company offers preferred shareholders a perpetual investment in real estate manifested by apreferred share wherein the investor is entitled to and generous use of a home for a specific time pe-riod, with the benefit of a share of revenue, as derived from a recognized hotel global distributionsystem, plus capital investment returns, which in turn is secured through a legal structure approvedby the SEC of the Philippines

HISTORY

Century Acqua Lifestyle Corporation (the Company) was incorporated and is domiciled in the Republic ofthe Philippines on November 6, 2014. The Company is a wholly owned subsidiary of Century LimitlessCorporation (CLC or the Parent Company). CLC is a wholly owned subsidiary of Century PropertiesGroup, Inc. (CPGI). CPGI is a publicly-listed company, 66.7%-owned by Century Properties, Inc. (CPI)and the rest by the public.

52

CORPORATE STRUCTURE

The following chart illustrates the Company’s material shareholders and parent company as of the date ofthis Prospectus.

53

LEGAL PROCEEDINGS

There are no material pending legal proceedings, bankruptcy petition, conviction by final judgment, order,judgment or decree or any violation of a securities or commodities law for the past five years to which theCompany or its directors or executive officers is a party or of which any of its material properties are subjectin any court or administrative government agency.

Certain Legal Proceedings Involving CLC and CPGI:

From time to time, CPGI and its Subsidiaries, its Board of Directors and Key Officers are subject to variouscivil, criminal and administrative lawsuits and other legal actions arising in the ordinary course of its busi-ness. Typical cases include adverse claims over title to land, claims for recovery of money and damages andclaims for cancellations of sales agreements and refund of deposits. In the opinion of the Company's man-agement, none of the lawsuits or legal actions to which it is currently subject will materially affect the dailyoperations of its business nor will they have a material adverse effect on the Company's consolidated finan-cial position and results of operations.

List of Cases for CPGI and CLC as of November 30, 2014

CPGI

CASE TITLECOURT/AGENCY NATURE

Century Properties Group, Inc. vs. Eagle I Landholdings, Inc., et al. RTC 66 Makati Petition for Interim Measures forProtection

Remegio Habana v. CPGI, Bernardo Tadeja, Jr., Tadeja Transport andTadeja Company

NLRC Illegal dismissal with money claimsand damages

Enrique Yuson, Jr. v. CPGI, CPI, et. al. NLRC Illegal dismissal with money claimsand damages

AlenaRebmann vs. CPGI, et al. RTC MAKATI Sum of Money

CPGI vs. Michael Francis Oyao OCP, Makati Violation of E-Commerce Law

Carlo Jan Mendoza Centeno vs. CPI/CPGI, et al. NLRC QC Actual Illegal Dismissal and MoneyClaims

Michael Francis O. Oyao vs. CPGI, et al. NLRC Illegal Dismissal and Money Claims

CLC

CASE TITLE COURT/AGENCY NATURE

Noah’s Ark Group of Companies, et al. vs. UCPB, Century LimitlessCorporation and Century Properties, Inc.

RTC 212 Mandaluyong Petition for Declaratory Relief

Columbian Motors Group vs. Emmanuel G. Victoria, et al. RTC 276 Paranaque Cancellation of Adverse Claim

Luningning Blum vs. CLC HLURB QC Refund

Keng Yen Lim and Winace M. Ogaya v. CLC et. al. HLURB Refund with damages

54

• Case relevant to CALC:

Case Title/Court Date Filed Nature Synopsis and Update

Noah’s Ark Group of Companies,et al. vs. UCPB, Century LimitlessCorporation and Century Proper-ties, Inc. – RTC 212 Mandaluyong

May 2014 Petition for DeclaratoryRelief – This case wasfiled by Noah’s Arkseeking the judicialinterpretation of thedocuments concerningthe property where Ac-qua project is currentlylocated and, in effect,seeking that the titles ofCLC be declared voidand the titles be revertedto Noah’s Ark/JimmyGo.

Century Limitless Corporation, on 16 July 2007, entered into aMemorandum of Agreement with Contract to Sell with UCPB for aconsideration in the amount of Three Hundred Fifteen MillionPesos (PhP 315,000,000.00).In 2009, Go again filed a complaint for declaration of nullity of thecontract between CLC and UCPB. After due proceedings, theRegional Trial Court, the Court of Appeals and finally the SupremeCourt ruled against Go.In 2014, Go has once again filed another case involving the proper-ties covered by the now TCT No. 21106 still claiming ownershipthereof in spite of the transfer/consolidation of its ownership toUCPB and despite the countless times that our courts has re-jected/rebuffed his invalid pleas. Clearly, the latest case filed byGo docketed as Civil Case No. MC-14-8935 with the RegionalTrial Court of Mandaluyong, Branch 212 is merely a rehash ofpreviously settled issues in the favor of UCPB and Century. It isworth noting that the present case, Civil Case No. MC-14-8935, isa Petition for Declaratory Relief filed pursuant to Rule 63 of theRevised Rules of Court.Case Update:Submitted for Resolution.

CLC vs. Jimmy T. Go a.k.a.Jaime T. Gaisano and Atty.Dinna P. Mantuano-Lao, in hercapacity as the Register ofDeeds of Mandaluyong City,RTC 213 Mandaluyong

April 2015 Injunction with Prayerfor TRO and WPI – Thiscase was filed by CLCagainst Jimmy Go seek-ing to enjoin Go fromfiling frivolous cases/claims before variouscourts and agencies.

A Complaint for Injunction with Prayer for TRO and WPI wasfiled by CLC on 16 April 2015 against Jimmy Go alleging that thelatter had filed numerous frivolous cases before various courts inMetro Manila and attempting to use the cases to annotate an ad-verse claim and lispendens over the titles of CLC (the subject“Acqua Project”).CLC averred that a second adverse claim is prohibited under thelaw and that the defendant has failed to utilize his procedural rightsin respect of his annotation of lispendens. Thus, he can already bebarred from applying for an annotation of his adverse claim andnotices of lispendens.The Complaint alleged that the defendant had previously obtaineda court decision that he has a right to annotate his adverse claimover the subject Properties then under the name of its originalowner, Alberto Looyuko. However, he only attempted to annotatehis adverse claim in 2014. Under Sec. 70 of PD 1529, a secondadverse claim is prohibited.

Subsequently, he filed several cases concerning the mortgage ofthe subject Properties by Looyuko to UCPB, UCPB’s foreclosure,and its eventual transfer to CLC. These cases were separately filedwith the Regional Trial Courts of Makati, Pasig and Mandaluyongand which were elevated to the Court of Appeals and the SupremeCourt. Most of the cases were dismissed.

Case Update:Finding the allegations of CLC to have established the company’sclear and unmistakable right to the provisional relief, the Courtissued on 27 April 2015 a 20-day temporary restraining orderagainst the defendants.After the hearing set on 18 May 2015, the Court issued its Orderdated 19 May 2015 granting CLC’s prayer for a writ of prelimi-nary injunction which enjoins both defendants indefinitelyfrom causing any annotation on the titles of CLC.

On June 4, 2015, Go filed a Manifestation with Motion for Recon-sideration of the Orders dated May 18 and 19, Motion for Nullifi-cation of Proceedings and Motion for Suspension of further Pro-ceedings Ad Cautelam. The court has yet to set a hearing on thesemotions.

55

MATERIAL AGREEMENTS

• Hotel Management Agreement with S&P Inc (ACCOR)

On May 8, 2014, Century Limitless Corporation and S&P Inc. entered into an agreement for the ap-pointment ofthe latter to operate and manage Novotel Suites Manila at Acqua. S&P Inc. shall deter-mine all policies and procedures for the operation of the hotel. Also, the Operator is expected tosubmit a draft business plan at least 60 days before each Fiscal Year commences, containing reason-able financial estimates for the ensuing Fiscal Year, sales and marketing plan and staff training pro-gram and expenditure. Agreement will expire on the 12th Anniversary of the Opening Date or thedate of expiry of any further term if such term is mutually agreed. The parties may mutually agree inwriting to two further terms each of five years.

• Hotel Consultancy Services Agreement with S&P Inc (ACCOR)

Century Limitless Corporation appoints S&P Inc. as Hotel Consultant to provide advisory servicesaimed at optimizing functionality and compliance with Brand Standards. Part of the services S&PInc. will provide include:

a. Assistance in preparing Project Briefb. Assistance in appointing consultants and establishing the scope of their dutiesc. Supply of the Accor Group’s Brand Standards (design, construction, equipment)d. Review and comment on the plans and specificationse. Advise on the procurement strategy and selection of suppliers (excluding Furniture, Fix-

tures and Equipment)

• Club Affiliation Agreement with Interval International Inc(Agreement is still for signature)

CALC is on the process of securing an agreement with Interval International Inc to provide resortmembership in the Interval Exchange Network to Preferred Shareholders of the club at participatingresorts in different parts of the world. The agreement will be for a period of 10 years from the Effec-tive Date.

• Contract To Sell between CLC and CALC on 152 Units

On January 23, 2015 CALC executed in favor of CLC a Contract to Sell for the purchase of 152units of the Acqua 6 Tower. The purchase price of the PROPERTIES shall be One Billion SeventyFive Million One Hundred Twelve Thousand Nine Hundred Ninety Pesos (Php1,075,112,990.00), Philippine Currency (hereinafter referred to as the "Purchase Price"), to be paidto the VENDOR in accordance with the periods and manner set forth below:

• 5% of the purchase price or PHP53,755,649.50 shall be paid within 150 days from signingof the Contract

• 10% of the purchase price or PHP107,511,299.00 shall be paid on or before the first yearanniversary

• 15% % of the purchase price or PHP161,266,948.50 shall be paid on or before the secondyear anniversary

• 70% % of the purchase price or PHP752,579,093.00 shall be paid on or before the third yearanniversary

56

• Commitment Letter from Standard Chartered Bank

On April 27, 2015, Standard Chartered Bank (“SCB”) a Commitment letter confirming the approvalof a Secured Transferable 5-Year Term Loan Facility of up to One Billion Philippine Pesos(PHP1,000,000,000.00) to finance its Acqua 6 project located at Coronado St., Barangay Hulo,Mandaluyong City, Philippines. SCB’s Commitment is subject to certain terms and conditions in-cluding, among other things, satisfactory due diligence, the completion of KYC checks, the execu-tion of financing documents and satisfaction of conditions precedent in form and substance satisfac-tory to SCB. These terms and conditions may be modified or supplemented in SCB’s sole discre-tion at any time and from time to time during the course of its due diligence and credit approvalprocess or as a result of market conditions or otherwise. The Credit Facility Agreement and all oth-er relevant documents in relation to this approved facility will be submitted to the SEC within threemonths hereof.

• Escrow Agreement

An Escrow Agreement has been executed between CALC, CLC and Banco de Oro as the EscrowAgent on May 20, 2015.

The Salient features of the agreement are the following:1. The CALC shall deposit in escrow with the ESCROW AGENT, at the latter’s principaloffice and during banking hours, the Escrow Amount totalling PESOS: One Billion SeventyFive Million One Hundred Twelve Thousand Nine Hundred Ninety Pesos (Php1,075,112,990.00).

2. The Escrow Amount shall come from the investments paid out by the BUYER’spreferred shareholders and shall be deposited to the Escrow Account as soon as theinvestment is received by the BUYER.

3. The ESCROW AGENT shall release the Escrow Amount to the SELLER within five (5)banking days from the fulfillment of the following conditions:

a. Receipt by the ESC ROW AGENT of a Letter of Instruction from theSELLER and the BUYER directing the ESCROW AGENT to releasethe Escrow Amount to the SELLER in accordance with the followingpayment schedule:

• 5% of the purchase price or PHP53,755,649.50 shall be paid within 150days from signing of the Contract

• 10% of the purchase price or PHP107,511,299.00 shall be paid on or beforethe first year anniversary

• 15% % of the purchase price or PHP161,266,948.50 shall be paid on or be-fore the second year anniversary

• 70% % of the purchase price or PHP752,579,093.00 shall be paid on or be-fore the third year anniversary

57

PROPERTIES

As of date, the Company does not own any property. It has however executed a Contract to Sell infavor of CLC for the purchase of 152 units of the Acqua 6 Tower. The 152 condominium units of the Acqua6 Tower is part of CLC’s Acqua Private Residences development, a magnificent multi-tower master-planneddevelopment on a 2.4-hectare prime property, rising right on the waterfront at a point where MandaluyongCity meets Makati City. It is composed of 6 towers – Niagara, Sutherland, Dettifoss, Livingstone, Iguazu andAcqua 6 Tower. The development has a view of the dazzling Makati skyscrapers across the bridge. It is ac-cessible via the Makati-Mandaluyong Bridge and is also connected to the Makati Central Business Districtvia the newly constructed Estrella-Pantaleon bridge.

The Acqua 6 Tower is covered by Transfer certificate of Title No. 008-2011000715 located at Ma-tamis St., Barangay Hulo, Mandaluyong City. An Environmental Compliance Certificate has been issued bythe Environmental Management Bureau, National Capital Region in relation to the Project on September 28,2010 under ECC Ref. Code: ECC-NCR-1009-0324.

CLC undertakes to submit to the SEC copies of the pertinent Condominium Certificates of Title ofthe 152 Units within ninety (90) days from the release of the subdivided titles of Acqua 6 by the Register ofDeeds of Mandaluyong

The Acqua 6 Tower is the sixth building within the integrated urban residential development, whichwill house 310 Hotel Suites and 149 branded residential units. Of the 310 Hotel Suites, 152 will be owned bythe Company while the remaining 158 units will remain with CLC. The 149 residential units will be sold byCLC as retail units. The Acqua 6 Tower will be a dedicated hospitality project to be managed by NovotelSuites, Manila. Please see discussion on the property under “The Acqua 6 Tower” beginning on page 11 ofthis Prospectus. The Acqua 6 Tower will be fully financed by CLC’s credit facility from a reputable bank inthe Philippines.

58

INDUSTRY

The information set out in this section “Industry” has been extracted from publicly available reports fromBill Barnet of C9 Hotelworks and the Philippine DOT.

HOTEL INDUSTRY

The total international visitors to the Philippines registered at 4.2 million in 2012, a 9% growth versus 2011.An upward trend has continued in 2013. For the year to date figures up to August this year, the number ofinternational travelers grew at 11% over the same period versus 2012. The Philippine Tourism Authority istargeting continued growth as global exposure opens up new markets. It is anticipated that 2014 arrival willgrow by a further 15% with a target to reach 10 million by 2020.

Top five source markets consisted of Korea (26%), U.S.A (14%), Japan (9%), China (9%) and Australia(4%). Two key growth markets, China and Korea, recorded a year on year increase at 61% and 22%,respectively.

In 2012, the city of Manila and region welcomed 974,379 overnight visitors. As the main gateway to thePhilippines' many destinations, the majority of international tourists visit the city to the country registering atotal of 3,139,756 arrivals in 2012. The city is ranked tenth at 72.9% in MasterCard's global top 20 fastestgrowing cities for international visitors from 2009-2013.

By 2017 the Manila hotel supply is anticipated to add over 6,000 new rooms, signifying a growth of almost30% to meet the current demands. Given the fact that overall tourist arrivals are still low when compared toits peers such as Thailand, Indonesia and Malaysia, current focus is generating more demand, not only forManila, but onward travel to other Philippine destinations such as Cebu, Bohol, Palawan and Boracay.

The new supply growth is largely limited to the extensive development around the Integrated Resorts inManila Bay, whereas growth in the prime CBDs are slow and very limited. In fact, for 2014 and 2015 wesee a negative growth as a number of prime hotels will close for redevelopment.

Existing hotel supply is heavily geared to the Upscale and Luxury Sectors of the market. Whereas, globaldemand drivers are clear that the current “Millennial’s” are demanding better value hotels with more flexibleand customized experiences. The charts below clearly demonstrate the supply weakness in the mid-markethotel sector, hence the selection of Novotel Suites and our brand and operator for Acqua 6. Novotel is one ofthe leading mid market experiential hotels in Asia and worldwide.

59

Furthermore the demand for serviced apartments and limited serviced hotels has grown dramatically in thelast 10 years fuelled by gradually improving product knowledge, understanding of the benefits of servicedapartments amongst corporate clients, improving standards of apartment and the arrival of major brands intothe sector.

94% of operators report that demand for serviced apartments in their region is increasing linked to demandsfor more independent FITed by gradually improving product knowledge, understanding of the self-containedlimited service rooms, but still offering recognized brands and high levels product quality.

Growth in demand has also been fuelled by the global economic recession, particularly amongst corporateswho have turned to serviced apartments as a cost-effective alternative to long-term hotel stays. Demand isbeing further fuelled by the growth in project and assignment work. Ernst & Young 2012 Global MobilityStudy predicts that long term and short term assignments will increase by 11% and 20% respectively overthe next 2 years.

The table below summarizes the 2014 YTD Occupancy and Average Daily Rates for the core brandedcompetitive set Serviced Apartment properties in Manila, together with the projections for Novotel Suites.

60

REGULATORY AND ENVIRONMENTAL MATTERS

ENVIRONMENTAL LAWS

Development projects that are classified by law as environmentally critical or projects within statutorily de-fined environmentally critical areas are required to obtain ECC prior to commencement. The DENR, throughits regional offices or through the Environmental Management Bureau (“EMB”), determines whether aproject is environmentally critical or located in an environmentally critical area. As a requisite for the is-suance of an ECC, an environmentally critical project is required to submit an Environmental Impact State-ment (“EIS”) to the EMB while a project in an environmentally critical area are generally required to submitan Initial Environmental Examination (“IEE”) to the proper DENR regional office. In case of an environ-mentally critical project within an environmentally critical area, an EIS is required. The construction of ma-jor roads and bridges are considered environmentally critical projects for which EISs and ECCs are man-dated.

The EIS refers to both the document and the study of a project’s environmental impact, including a discus-sion of the scoping agreement identifying critical issues and concerns as validated by the EMB, environmen-tal risk assessment if determined necessary by EMB during the scoping, environmental management pro-gram, direct and indirect consequences to human welfare and ecological as well as environmental integrity.The IEE refers to the document and the study describing the environmental impact, including mitigation andenhancement measures, for projects in environmentally critical areas.

While the EIS or an IEE may vary from project to project, as a minimum, it contains all relevant informationregarding the projects’ environmental effects. The entire process of organization, administration and assess-ment of the effects of any project on the quality of the physical, biological and socio-economic environmentas well as the design of appropriate preventive, mitigating and enhancement measures is known as the EISSystem. The EIS System successfully culminates in the issuance of an ECC. The ECC is a Government certi-fication, that the proposed project or undertaking will not cause a significant negative environmental impact,that the proponent has complied with all the requirements of the EIS System and that the proponent is com-mitted to implement its approved Environmental Management Plan in the EIS or, if an IEE was required,that it shall comply with the mitigation measures provided therein before or during the operations of theproject and in some cases, during the project’s abandonment phase. The ECC also provides for other termsand conditions, any violation of which would result in a fine or the cancellation of the ECC.

Project proponents that prepare an EIS are required to establish an Environmental Guarantee Fund (“EGF”)when the ECC is issued to projects determined by the DENR to pose a significant public risk to life, health,property and the environment. The EGF is intended to answer for damages caused by such a project as wellas any rehabilitation and restoration measures. Project proponents that prepare an EIS are mandated to in-clude a commitment to establish an Environmental Monitoring Fund (“EMF”) when an ECC is eventuallyissued. The EMF shall be used to support the activities of a multi-partite monitoring team which will be or-ganized to monitor compliance with the ECC and applicable laws, rules and regulations.

All development projects, installations and activities that discharge liquid waste into and pose a threat to theenvironment of the Laguna de Bay Region are also required to obtain a discharge permit from the LagunaLake Development Authority.

The Company is compliant and incurs expenses for the purposes of complying with environmental laws thatconsist primarily of payments for Government regulatory fees. Such fees are standard in the industry and areminimal.

61

NATIONALITY RESTRICTIONS

The Philippine Constitution limits ownership of land in the Philippines to Filipino citizens or to corporationsthe outstanding capital stock of which is at least 60% owned by Philippine Nationals. While the PhilippineConstitution prescribes nationality restrictions on land ownership, there is generally no prohibition againstforeigners owning building and other permanent structures. However, with respect to condominium devel-opments, the foreign ownership of units in such developments is limited to 40%.

Republic Act No. 7042, as amended, otherwise known as the Foreign Investments Act of 1991, and theNinth Regular Foreign Investment Negative List, provide that certain activities are nationalized or partly-nationalized, such that the operation and/or ownership thereof are wholly or partially reserved for Filipinos.Under these regulations, and in accordance with the Philippine Constitution, ownership of private lands ispartly-nationalized and thus, landholding companies may only have a maximum of 40% foreign equity. TheCompany does not currently own real estate.

Republic Act No. 4726, as amended or the Philippine Condominium Act does not prohibit ownership ofcondominium units by foreigners. It expressly allows foreigners to acquire condominium units and shares incondominium corporations up to not more than 40% of the total and outstanding capital stock of a Filipino-owned or controlled corporation. Under the Condominium Act, there is a legal separation of the ownershipof the land from the condominium unit itself. The land is owned by the Condominium Corporation while theunit is owned by the individual buyers of the condominium units. As long as 60% of the members of theCondominium Corporation are Filipino, the remaining members can be foreigners.

The term “Philippine National” as defined under the R.A. No. 7042, as amended, shall mean a citizen of thePhilippines, a domestic partnership or association wholly-owned by citizens of the Philippines or a corpora-tion organized under the laws of the Philippines of which at least 60.0% of the capital stock outstanding andentitled to vote is owned and held by citizens of the Philippines, or a corporation organized abroad and regis-tered to do business in the Philippines under the Philippine Corporation Code of which 60% of the capitalstock outstanding and entitled to vote is wholly-owned by Filipinos or a trustee of funds for pension or otheremployee retirement or separation benefits, where the trustee is a Philippine National and at least 60% of thefund will accrue to the benefit of Philippine Nationals.

62

BOARD OF DIRECTORS AND SENIOR MANAGEMENT

BOARD OF DIRECTORS AND KEY OFFICERS

As of 15 June 2015, the members of the Board of Directors and the key Officers of the Company are:

Name Position Nationality

Timothy Hallett Chairman British

Carlos Benedict K. Rivilla IV Member and President Filipino

Isabelita C. Sales Member and Compliance Officer Filipino

Domie S. Eduvane Member and Corporate Secretary Filipino

Rhoel Alberto C. Nolido Member and Treasurer Filipino

Riza V. Tumale Independent Director Filipino

Ma. Pamela D. Quizon-Labayen Independent Director Filipino

Timothy Hallett, British, 55, Chief Operating Officer of Century Properties Hospitality and Chairman ofCALC, has more than 30 years hospitality business experience in UK and Asia and has developed, pre-opened and operated multiple international hotels and golf resorts worldwide.

He started his career with Europe’s leading golf & leisure operator, the Marriott Country Club Hotels andthen was part of PGA Golf Management in UK and Asia. His career continued with CCA International inHong Kong where he oversaw the development of their Asian golf business and managed their 5-Star Clubin Guangzhou, China. Prior to joining Alila Hotels & Resorts, Tim was Managing Director of Palm ResortBhd the Hotel & Leisure business of AFP Land a division of Indonesia Sin Mas Group. Post this, Tim hascreate a number a key businesses and brands in the hotel and hospitality real estate private equity space in-cluding Zinc Hospitality, Cosi Hotels and Silverneedle Hospitality before joining Century Properties Groupto create and roll out multiple Hotel and Hospitality Real Estate projects in the Philippines.

Carlos Benedict K. Rivilla IV, Filipino, 43 , is the President of the Company concurrently he serves as theAssistant Corporate Secretary and Vice President for Corporate Affairs of Century Properties Group, Inc.(CPGI) since 2011. As part of his experience in the business sector, he served as Director for Century Prop-erties Worldwide Services Companies in the United Kingdom, Italy and Germany from 2012-2013.

Prior to joining Century, he served as Executive Vice President and Compliance Officer for a BusinessProcessing Outsourcing Company from 2004-2006 and was Managing Director of CCP Company Servicesand worked with Corporate Counsels, Philippines Law Offices from 1998-2005 where as part of his em-ployment he served as Director and Corporate Secretary to various corporations, he also served as CorporateCompliance Office and Vice President for Finance in a corporation engaged in mass media from 1993-1997in Cebu City. Mr. Rivilla is a graduate of University of San Jose Recoletos.

63

Isabelita C. Sales, Filipino, 35 serves as the Century Properties Group Inc.’s Chief Information Officer.Prior to her stint with CPGI, Atty. Ching-Sales was the Chief Legal Counsel, Head for Credit Support, ChiefInformation Officer and Corporate Secretary of Asiatrust Development Bank where she worked for 5 years.She likewise worked as Head for Operations of China Banking Corporation’s Acquired Assets Division priorto her joining Asiatrust. She attended various trainings on Corporate Governance, Compliance, Land Regis-tration, Disputes Resolution, Credit and Collection Procedures, both here and abroad. She graduated from theUniversity of Sto. Tomas with a Bachelor’s Degree in Legal Management and obtained her degree in Bache-lor of Laws at San Sebastian College Recoletos Manila, Institute of Law and San Beda College of Law, Ma-nila.

Domie S. Eduvane, Filipino, 49 is the Senior Vice-President for Legal and Corporate Affairs of the CPGI.He graduated magna cum laude from Far Eastern University, Manila with a Bachelor of Arts Degree in Eco-nomics and obtained his law degree from San Beda College of Law, Manila in 1994. Prior to joining theCompany, he served as the Vice-President for Legal and Corporate Affairs and Human Resources for EmpireEast Properties, Inc., an affiliate of Megaworld Corporation. He also worked as Court Attorney with theCourt of Appeals, Manila and was an Associate with Bengzon Zarraga Cudala Liwanag& Jimenez Law Of-fices as well as a Partner of Yrreverre Rondario& Associates Law Office.

Rhoel Alberto C. Nolido, Filipino, 41 years old, is the Business Unit Head of CPGI. He has been in the realestate industry for the past 18 years. Mr. Nolido first started at Ayala Land, Inc. where he worked for 10years handling project development. He eventually moved on as General Manager of Northpine Land for 5years before he transferred to Eton Properties as a Senior Vice President for Business Management. Hegraduated from Ateneo de Manila University with a Bachelor of Science in Management degree and latertook his MBA in Asian Institute of Management, Major in Finance.

RIZA V. TUMALE, Filipino, 41 years old, is a corporate lawyer and a financial advisor for Philam Life. At-ty. Tumale is a legal consultant and corporate secretary of a number of corporations. She is also a projectattorney for Baer Reed, a legal process outsourcing company. She once worked with Corporate Counsels,Philippines Law Offices where as part of her employment she served as Corporate Secretary and ComplianceOfficer of various corporations. Atty. Tumale was admitted to the Philippine Bar in May 1999. She obtainedboth her undergraduate and Juris Doctor degrees from the Ateneo de Manila University.

MA. PAMELA BARBARA D. QUIZON- LABAYEN, Filipino, 41 years old, is the concurrent ComplianceOfficer of AstraZeneca Pharmaceuticals (Phils.), Inc. and AstraZeneca (Thailand) Ltd. since 2010 for thePhilippines and concurrently with Thailand since March 2015, responsible for the governance and com-pliance framework for both countries. Prior to joining AstraZeneca, she was an Associate Lawyer for Qui-sumbing Torres (Baker & McKenzie Philippines) from 2005-2008, and was Head of the Disclosure Depart-ment of the Philippine Stock Exchange, Inc. from 2002-2005 where she was involved in the review, investi-gation, and approval of disclosure submissions of all listed companies on the PSE. She was also an AssociateLawyer for Ongkiko Kalaw Manhit & Acorda Law Offices, engaged in civil, corporate and criminal cas-es. Ms. Labayen is a graduate of Ateneo de Manila University with a Bachelor of Science degree in LegalManagement and earned her Juris Doctor degree from the same University.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS OF DIRECTORS AND EXECUTIVEOFFICERS

None of the Company’s directors, nominees for election as director, or executive officers have in the five-year period prior to the date of this Prospectus: (1) had any petition filed by or against any business of whichsuch person was a general partner or executive officer either at the time of the bankruptcy or within a two-year period of that time, (2) have been convicted by final judgment in a criminal proceeding, domestic orforeign, or have been subjected to a pending judicial proceeding of a criminal nature, domestic or foreign,

64

excluding traffic violations and other minor offenses, (3) have been the subject of any order, judgment, ordecree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, domestic orforeign, permanently or temporarily enjoining, barring, suspending or otherwise limiting their involvementin any type of business, securities, commodities or banking activities, or (4) have been found by a domesticor foreign court of competent jurisdiction (in a civil action), the SEC or comparable foreign body, or a do-mestic or foreign exchange or other organized trading market or self-regulatory organization, to have vi-olated a securities or commodities law or regulation, such judgment having not been reversed, suspended, orvacated.

CORPORATE GOVERNANCE

The Company adopted its Manual on Corporate Governance on November 17, 2014.

COMMITTEES OF THE BOARD

The Board created and appointed Board members to each of the committees set forth below. Each member ofthe respective committees named below holds office as of the date of this Prospectus and will serve until hissuccessor is elected and qualified.

Audit and Risk Committee

Carlos Benedict K. Rivilla IV - Chairman of the Committee

Riza V. Tumale - Member

Ma. Pamela Quizon-Labayen - Member

Nomination and Compensation Committee

Rhoel Alberto B. Nolido - Chairman of the Committee

Isabelita C. Sales - Member

Rhoel Alberto Nolido - Member

Corporate Governance Committee

Domie S. Eduvane - Chairman of the Committee

Isabelita C. Sales - Member

Rhoel Alberto Nolido - Member

Investment Committee

Timothy Hallett - Chairman of the Committee

Carlos Benedict K. Rivilla - Member

Rhoel Alberto Nolido - Member

65

EXECUTIVE COMPENSATION SUMMARY

Compensation

The following are the Company’s President and four most highly compensated officers for the period endedDecember 31, 2014:

Name Position

Timothy HallettCarlos Benedict K. Rivilla IVIsabelita C. SalesDomie S. Eduvane

ChairmanMember and PresidentMember and Compliance OfficerMember and Corporate Secretary

The following table identifies and summarizes the expected aggregate compensation of the Company’s Pres-ident and CEO and the four most highly compensated officers of the Company in 2015:

Year Total

(₱)

President and the four most highly compensated officersnamed above.....................................................................

2015 4,800,000

Aggregate compensation paid to all other officers as agroup unnamed .................................................................

2015 1,200,000

Directors Per Diem

A per diem of P 2,000 to 10,000 shall be paid per Director for every meeting of the Board of Directors and P2,000 to 10,000 per Director for every Committee meeting.

FAMILY RELATIONSHIPS

There are no known family relationships between the current members of the Board of Directors and keyofficers.

66

EMPLOYMENT CONTRACTS

The Company has executed pro-forma employment contracts with its Officers. These contracts basicallyspecify the scope of services expected from these individuals and the compensation that they shall receive.

There are no arrangements for compensation to be received by these named executive officers from theCompany in the event of a change in control.

The Company has employed its officers and sales personnel to date, there are no other employees contractedas it anticipates its operations upon the approval of this Offer. The Company undertakes to disclose to theSEC the specific number of employees it shall contract or anticipate to contract within the ensuing twelve(12) months, as soon as this information becomes available.

67

PRINCIPAL SHAREHOLDERS

Principal Shareholders

The following table sets forth the holders of the Company’s shares as of 15 June 2015.

Title ofClass

Name, address of RecordOwner and Relationship

with Issuer

Name of Benefi-cial Owner and

Relationship withRecord Owner

Citizenship No. ofSharesHeld

Percent ofoutstanding

Shares

Common CENTURY LIMITLESSCORPORATION21F Pacific Star BuildingMakati Ave., Makati City

Parent Company of the Is-suer

Beneficial Owner Filipino 24,999,993 99.99%

Mr. Rafael G. Yaptinchay, Treasurer and Director of CLC has been authorized to vote for and represent theshares of CLC.

Security Ownership of Certain Record and Beneficial Owners and Management

The following table illustrates the security ownership of certain record and beneficial owners (of more than5%) as of 15 June 2015.

Title ofClass

Name, address of RecordOwner and Relationship

with Issuer

Name of Benefi-cial Owner and

Relationship withRecord Owner

Citizenship No. of SharesHeld

Percent ofoutstand-ing Shares

Common CENTURY LIMITLESSCORPORATION21F Pacific Star BuildingMakati Ave., Makati City

Parent Company of the Issu-er

Beneficial Owner Filipino 24,999,993 99.99%

68

Beneficial Ownership of Century Limitless Corporation

Title ofClass

Name, address of RecordOwner and Relationship

with Issuer

Name of Benefi-cial Owner and

Relationship withRecord Owner

Citizenship No. of SharesHeld

Percent ofoutstand-ing Shares

Common CENTURY PROPERTIESGROUP, INC.21F Pacific Star BuildingMakati Ave., Makati City

Parent Company of CLC

Beneficial Owner Filipino 16,089,995 99.99%

The following table illustrates the security ownership of certain record and beneficial owners (of more thanThe following table illustrates the security ownership of directors and management as of 15 June 2015.

Title ofClass

Name of Beneficial Owner Amount and Nature of Benefi-cial Ownership

Citizenship Percent ofAll Class

Directors and Officers

Common Timothy Hallett 1 direct British 0.0000%

Common Carlos Benedict K. Rivilla IV 1 direct Filipino 0.0000%

Common Isabelita C. Sales 1 direct Filipino 0.0000%

Common Domie S. Eduvane 1 direct Filipino 0.0000%

Common Rhoel Alberto C. Nolido 1 direct Filipino 0.0000%

Common Riza V. Tumale 1 direct Filipino 0.0000%

Common Ma. Pamela Quizon-Labayen 1 direct Filipino 0.0000%

All Directors and Officers as a group 7 0.0000%

None of the members of the Company’s directors and management owns 2.0% or more of the outstandingcapital stock of the Company.

The Company knows of no person holding more than 5% of common shares under a voting trust or similaragreement.

No change of control in the Company has occurred since the beginning of its last fiscal year.

As of 15 June 2015, 0.0000% of the Company’s Preferred Shares are owned by the public.

69

CHANGE IN CONTROL

As of the date of this Prospectus, there are no arrangements which may result in a change in control of theCompany.

70

RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other par-ty or exercise significant influence over the other party in making financial and operating decisions. Partiesare also considered to be related if they are subject to common control or common significant influencewhich include affiliates. Related parties may be individuals or corporate entities.

As of January 23, 2015, the Company acquired the one hundred fifty (152) Condominium Units of Acqua 6Tower of the Acqua Private Residences from its parent company, CLC. The transaction between the Com-pany and CLC are arms-length and are entered into on terms comparable to those available from unrelatedthird parties.

Upon the completion and turnover of the condominium units, the Company will appoint CPHLI to managethe 152 condominium units and undertake all communications with the Preferred Shareholders and the Prop-erty Manager

71

DESCRIPTION OF THE SHARES

The shares to be offered shall be Preferred Shares of the Company.

Pursuant to its articles of incorporation, the company has an authorized capital stock of P 100,000,000.00divided into (i) 94,164,560.00 Common Shares with a par value of P 1.00 per share; (ii) 6,344 Class AShares with a par value of P 10.00 per share or aggregate amount of P 63,440; (iii) 520 Class B Shares with apar value of P 100.00 per share or aggregate amount of P 52,000; (iv) 520 Class C Shares with a par value ofP 1,000.00 per share or aggregate amount of P 520,000; and (v) 520 Class D Shares with a par value of P10,000.00 per share or aggregate amount of P 5,200,000. Out of the Authorized Capital Stock, 25,000,000Common Shares are outstanding as of the date of this Prospectus. The Offer Shares are the Class A, B, Cand D Shares of the Company.

The Offer Shares subscription shall be a minimum of thirteen (13) preferred shares and in multiple of thir-teen (13) shares thereafter (“Board Lot”).

The Offer Shares will be offered at the following prices (i) up to ₱166,667 per Preferred Class A Share orP2,166,671 per board lot; (ii) up to ₱238,889per Preferred Class B Share or P3,105,557 per board lot; (iii) upto ₱383,333 per Preferred Class C Share or P4,983,329 per board lot; and (iv) up to ₱444,444 per PreferredClass D Share or P5, 777,772 per board lot.

The determination of the Offer Price is further discussed on page 40 of this Prospectus. Assuming full sub-scription of the Offer Shares total of up to 6,344Preferred Class A Shares, 520 Preferred Class B Shares, 520Preferred Class C Shares and 520 Preferred Class D Shares will be outstanding after the Offer.

Objects and Purposes

The Company has been organized primarily to purchase, own, hold, manage, administer, lease or operate the152 condominium units of the Acqua 6 Tower of the Acqua Private Residences for the benefit of its share-holders.

Share Capital

A Philippine corporation may issue common or preferred shares, or such other classes of shares with suchrights, privileges or restrictions as may be provided for in the articles of incorporation and by-laws of thecorporation. Subject to the approval by the Philippine SEC, it may increase or decrease its authorized capitalstock by amending its articles of incorporation, provided that the change is approved by a majority of theboard of directors and by shareholders representing at least two-thirds of the outstanding capital stock of thecorporation voting at a shareholders’ meeting duly called for the purpose.

Under Philippine law, the shares of a corporation may either be with or without a par value. The PreferredShares currently have the following par values: i) Class A Shares with a par value of P 10.00 per share; (ii)Class B Shares with a par value of P 100.00 per share; (iii) Class C Shares with a par value of P 1,000.00 pershare; and (iv) Class D Shares with a par value of P 10,000.00 per share. In the case of par value shares,where a corporation issues shares at a price above par, whether for cash or otherwise, the amount by whichthe subscription price exceeds the par value is credited to an account designated as additional paid-in capitalor paid-in surplus.

Voting Rights

The Company’s Common Shares shall be entitled to vote and be voted for in all the meetings of the share-holders of the Corporation where such vote is called. The Preferred Shares are non- voting shares.

72

Dividend Rights

Under the Philippine Corporation Code, dividends may be paid out of the Unrestricted Retained Earnings ofthe Company as and when the Board of Directors may elect, subject to legal requirements. The CommonShares are entitled to dividends subject to the rules of the Corporation Code for its valid declaration whilePreferred Shares are not entitled to Dividends. The Preferred Shareholders, however, shall enjoy a preferredreturn generated from a share of 40% of the Net Room Rental Revenue and shall no longer participate in anydividend declaration of the Corporation thereafter.

Pre-Emptive Rights & Rights of First Refusal

The Philippine Corporation Code confers pre-emptive rights on the existing shareholders of a Philippine cor-poration which entitle such shareholders to subscribe to all issues or other dispositions of shares of any classby the corporation in proportion to their respective shareholdings, regardless of whether the shares proposedto be issued or otherwise disposed of are identical to the shares held. A Philippine corporation may, however,provide for the denial of these pre-emptive rights in its articles of incorporation. Likewise, shareholders whoare entitled to such pre-emptive rights may waive the same through a written instrument to that effect.

The articles of incorporation of the Company deny the pre-emptive rights of its shareholders to purchase,subscribe for or receive any part of the shares of the Corporation, whether issued from its unissued capital ortreasury stock.

The holders of the Common Shares have the right of first refusal over any disposition of any class of Pre-ferred Shares and a Preferred Shareholder may not sell, transfer or otherwise dispose their Preferred Sharesuntil the same has been fully paid and first offered to the Common Shareholder.

Derivative Rights

Philippine law recognizes the right of a shareholder to institute proceedings on behalf of the corporation in aderivative action in circumstances where the corporation itself is unable or unwilling to institute the neces-sary proceedings to redress wrongs committed against the corporation or to vindicate corporate rights as, forexample, where the directors of the corporation themselves are the malefactors.

Appraisal Rights

The Philippine Corporation Code grants a shareholder a right of appraisal and demand payment of the fairvalue of his shares in certain circumstances where he has dissented and voted against a proposed corporateaction, including:

• an amendment of the articles of incorporation which has the effect of adversely affecting the rightsattached to his shares or of authorizing preferences in any respect superior to those of outstandingshares of any class,

• the extension of the term of corporate existence,

• the sale, lease, exchange, transfer, mortgage, pledge or other disposal of all or substantially all theassets of the corporation,

• a merger or consolidation, and

• investment by the corporation of funds in any other corporation or business or for any purpose otherthan the primary purpose for which it was organized.

73

In any of these circumstances, the dissenting shareholder may require the corporation to purchase its sharesat a fair value, which, in default of agreement, is determined by three disinterested persons, one of whomshall be named by the shareholder, one by the corporation, and the third by the two thus chosen. RegionalTrial Courts will, in the event of a dispute, determine any question about whether a dissenting shareholder isentitled to this right of appraisal. From the time the shareholder makes a demand for payment until the cor-poration purchases such shares, all rights accruing on the shares, including voting and dividend rights, shallbe suspended, except the right of the shareholder to receive the fair value of such shares. No payment shallbe made to any dissenting shareholder unless the corporation has Unrestricted Retained Earnings sufficientto support the purchase of the shares of the dissenting shareholders.

Right of Inspection

A shareholder has the right to inspect the records of all business transactions of the corporation and the mi-nutes of any meeting of the board of directors and shareholders at reasonable hours on business days andmay demand a copy of excerpts from such records or minutes at his or her expense. However, the corpora-tion may refuse such inspection if the shareholder demanding to examine or copy the corporation’s recordshas improperly used any information secured through any prior examination, or was not acting in good faithor for a legitimate purpose in making his demand.

Right to Financial Statements

A shareholder has a right to be furnished with the most recent financial statement of a Philippine corporation,which shall include a balance sheet as of the end of the last taxable year and a profit or loss statement forsaid taxable year, showing in reasonable detail its assets and liabilities and the results of its operations. At themeeting of shareholders, the board of directors is required to present to the shareholders a financial report ofthe operations of the corporation for the preceding year, which shall include financial statements duly signedand certificate by an independent certified public accountant.

Board of Directors

Unless otherwise provided by law or in the articles of incorporation, the corporate powers of the Companyare exercised, its business conducted, and its property controlled by the Board. Pursuant to its articles of in-corporation, as amended, the Company shall have 7 Directors, two of whom are independent Directors with-in the meaning set forth in Section 38 of the SRC. The Board shall be elected during each regular meeting ofshareholders, at which shareholders representing at least a majority of the issued and outstanding capitalshares of the Company are present, either in person or by proxy.

Under Philippine law, representation of foreign ownership on the Board is limited to the proportion of theforeign shareholding. Directors may only act collectively, individual directors have no power as such. Fourdirectors, which is a majority of the Board, constitute a quorum for the transaction of corporate business.Except for certain corporate actions such as the election of officers, which shall require the vote of a majorityof all the members of the Board, every decision of a majority of the quorum duly assembled as a board isvalid as a corporate act.

Any vacancy created by the death, resignation or removal of a director prior to expiration of such director’sterm shall be filled by a vote of at least a majority of the remaining members of the Board, if still constitutinga quorum, Otherwise, the vacancy must be filled by the shareholders at a meeting duly called for the pur-pose. Any director elected in this manner by the Board shall serve only for the unexpired term of the directorwhom such director replaces and until his successor is duly elected and qualified.

74

Shareholders’ Meetings

Annual or Regular Shareholders’ Meetings

The Philippine Corporation Code requires all Philippine corporations to hold an annual meeting of share-holders for corporate purposes including the election of directors. The By-laws of the Company provide forannual meetings on any date of April of each year to be held at the principal office of the Company and atsuch hour as specified in the notice.

Special Shareholders’ Meeting

Special meetings of shareholders, for any purpose or purposes, may at any time be called by either a majorityof the Board of Directors or at the request of shareholders representing one-third of the subscribed capital,.

Notice of Shareholders’ Meeting

Whenever shareholders are required or permitted to take any action at a meeting, a written notice of themeeting shall be given which shall state the place, date, and time of the meeting, and the purpose or purposesfor which the meeting is called. The Company’s By-laws provide that notices of the time and place of theannual and special meetings of the shareholders shall be given either by mailing the same, addressed to eachshareholder of record at the address left by such shareholder with the Secretary of the Company, by deliver-ing the same to him in person, or by sending electronically or by e-mail to each shareholder who have con-sented to receive notices, information, or documents in such form at least 2 weeks before the date set forsuch meeting. Notice to any special meeting must state, among others, the matters to be taken up in the saidmeeting, and no other business shall be transacted at such meeting except by consent of all the shareholderspresent, entitled to vote. No notice of meeting need be published in any newspaper, except when necessary tocomply with the special requirements of the Philippine Corporation Code. Shareholders entitled to vote may,by written consent, waive notice of the time, place, and purpose of any meeting of shareholders and any ac-tion taken at such meeting pursuant to such waiver shall be valid and binding. When the meeting of theshareholders is adjourned to another time or place, notice of the adjourned meeting need not be provided solong as the time and place to which the meeting is adjourned are announced at the meeting at which the ad-journment is taken. At the reconvened meeting, any business may be transacted that might have been trans-acted on the original date of the meeting.

Quorum

Unless otherwise provided by law, in all regular or special meeting of shareholders, a majority of the out-standing capital shares must be present or represented in order to constitute a quorum, except in those caseswhere the Philippine Corporation Code provides a greater percentage vis-à-vis the total outstanding capitalshares. If no quorum is constituted, the meeting shall be adjourned until the requisite amount of shares shallbe presented.

Pursuant to the Company’s By-laws, the President, or in case of his absence or disability, by a chairman tobe chosen by the stockholders, may then call to order any meeting of the shareholders, and proceed to thetransaction of business, provided a majority of the shares issued and outstanding be present, either in personor by proxy, but if there be no quorum present at any meeting, the meeting may be adjourned by the share-holders present from time to time until the quorum shall be obtained. If neither the chairman nor the vicechairman of the board is present, then the meeting is to be conducted by the president, and in case the latteris also absent, by the senior director or by the oldest director, if several became directors on the same date.

75

Voting

At all meetings of shareholders, a holder of Common Shares may vote in person or by proxy, for each shareheld by such shareholder.

Matters Pertaining to Proxies

Shareholders may vote at all meetings the number of shares registered in their respective names, either inperson or by proxy duly given in writing and duly presented to the Corporate Secretary before or during themeeting. Unless otherwise provided in the proxy, it shall be valid only for the meeting at which it has beenpresented to the Corporate Secretary.

Proxies should comply with the relevant provisions of the Philippine Corporation Code, the SRC, the IRRs,and Philippine SEC Memorandum Circular No. 5 (series of 1996) issued by the Philippine SEC.

Share Certificates

Certificates representing the Preferred Shares per class will be issued in denominations of 13 shares each.The Preferred Shareholders may not split their certificates.

Mandatory Tender Offers

In general, under the SRC and the IRRs, any person or group of persons acting in concert and intending toacquire at least (1) 35% of any class of any equity security of a public or listed corporation in a single trans-action, or (2) 35% of such equity over a period of 12 months, or (3) even if less than 35% of such equity, ifsuch acquisition would result in ownership by the acquiring party of over 51% of the total outstanding equi-ty, is required to make a tender offer to all the shareholders of the target corporation on the same terms. Gen-erally, in the event that the securities tendered pursuant to such an offer exceed that which the acquiring per-son or group of persons is willing to take up, the securities shall be purchased from each tendering share-holder on a pro rata basis, disregarding fractions, according to the number of securities tendered by each se-curity holder. Where a mandatory tender offer is required, the acquirer is compelled to offer the highest pricepaid by him for such shares during the past six months. Where the offer involves payment by transfer or al-lotment of securities, such securities must be valued on an equitable basis. However, if any acquisition ofeven less than 35% would result in ownership of over 51% of the total outstanding equity, the acquirer shallbe required to make a tender offer for all the outstanding equity securities to all remaining shareholders ofthe said corporation at a price supported by a fairness opinion provided by an independent financial adviseror equivalent third party. The acquirer in such a tender offer shall be required to accept any and all securitiesthus tendered.

No Mandatory Tender Offer is required in: (i) purchases of shares from unissued capital shares unless it willresult to a 50% or more ownership of shares by the purchaser, (ii) purchases from an increase in the autho-rized capital shares of the target company, (iii) purchases in connection with a foreclosure proceedings in-volving a pledge or security where the acquisition is made by the debtor or creditor, (iv) purchases in con-nection with privatization undertaken by the government of the Philippines, (v) purchases in connection withcorporate rehabilitation under court supervision, (vi) purchases through an open market at the prevailingmarket price, or (vii) purchases resulting from a merger or consolidation.

Fundamental Matters

The Philippine Corporation Code provides that certain significant acts may only be implemented with share-holders’ approval. The Preferred Shareholders, although non-voting shares, are nevertheless entitled to voteon the following fundamental matters which shall require the approval of shareholders representing at leasttwo-thirds of the total issued and outstanding capital shares of the corporation in a meeting duly called forthe purpose:

76

• amendment of the articles of incorporation;

• adoption and amendment of by-laws;

• sale, lease, exchange, mortgage, pledge or other disposition of all or a substantially all of the corpo-rate property;

• incurring, creating or increasing bonded indebtedness;

• increase or decrease of capital stock;

• merger or consolidation of the corporation with anther corporation or other corporations;

• investment of corporate funds in any other corporation or business or for any purpose other than theprimary purpose for which the corporation was organized; and

• dissolution of the corporation

The approval of shareholders holding a majority of the outstanding capital shares of a Philippine corporation,including non-voting preferred shares, is required for the adoption or amendment of the by-laws of such cor-poration.

Accounting and Auditing Requirements

Philippine stock corporations are required to file copies of their annual financial statements with the Philip-pine SEC. In addition, public corporations are required to file quarterly financial statements (for the firstthree quarters) with the Philippine SEC. Shareholders are entitled to request copies of the most recent finan-cial statements of the corporation which include a statement of financial position as of the end of the mostrecent tax year and a profit and loss statement for that year. Shareholders are also entitled to inspect and ex-amine the books and records that the corporation is required by law to maintain.

The Board is required to present to shareholders at every annual meeting a financial report of the operationsof the Company for the preceding year. This report is required to include audited financial statements.

77

INTERESTS OF NAMED EXPERTS

LEGAL MATTERS

All legal opinion/matters in connection with the preferred shares that are subject of this Offer shall be passedupon by Angara Concepcion Regala & Cruz Law Offices (“ACCRALAW”) and CPGI’s legal division for theCompany and CLC. ACCRALAW has no direct or indirect interest in the Company and CLC. ACCRALAWmay, from time to time, be engaged by the Company to advise in its transactions and perform legal serviceson the same basis that they provide such services to their other clients.

The named independent legal counsels have not acted and will not act as promoter, underwriter, votingtrustee, officer, or employee of the Company.

INDEPENDENT AUDITORS

The financial statements of the Company as of December 31, 2014 were audited by SGV & Co., a memberfirm of Ernst & Young Global Limited, independent auditors, in accordance with PSA, as stated in their re-port appearing herein.

SGV & Co. has acted as the Company’s external auditor since November 2014 and is the current audit part-ner. The Company has not had any material disagreements on accounting and financial disclosures with itsexternal auditor for the same periods or any subsequent interim period. SGV & Co. has neither shareholdingsin the Company nor any right, whether legally enforceable or not, to nominate persons or to subscribe for thesecurities of the Company. SGV & Co. will not receive any direct or indirect interest in the Company or itssecurities (including options, warrants or rights thereto) pursuant to or in connection with the Offer. Theforegoing is in accordance with the Code of Ethics for Professional Accountants in the Philippines set by theBoard of Accountancy and approved by the Professional Regulation Commission.

In relation to the audit of the Company’s annual financial statements, the Company’s Corporate GovernanceManual, which was approved by the Board of Directors on November 17, 2014 , provides that the auditcommittee shall, among other activities, (i) evaluate significant issues reported by the external auditors inrelation to the adequacy, efficiency and effectiveness of policies, controls, processes and activities of theCompany, (ii) ensure that other non-audit work provided by the external auditors are not in conflict withtheir functions as external auditors, and (iii) ensure the compliance of the Company with acceptable auditingand accounting standards and regulations.

The named independent auditor has not acted and will not act as promoter, underwriter, voting trustee,officer, or employee of the Company.

The Company has not had any disagreements on accounting and financial disclosures, or auditing scope orprocedure, with its current external auditor for the same periods or any subsequent interim period.

AUDIT AND AUDIT-RELATED FEES

The aggregate fee billed for the current year is ₱50,000.00 for professional services rendered by SGV& Co.

The Audit Committee recommends to the Board of Directors the discharge or nomination of the externalauditor to be proposed for approval at CPGI’s annual shareholders meeting, approves all audit engagementfees and terms of the external auditor, and reviews its performance. It also reviews and discusses withmanagement and the external auditors the results of the audit, including any difficulties encountered. This

78

review includes any restrictions on the scope of the external auditor’s activities or on access to requestedinformation, and any significant disagreements with management. The Audit Committee also evaluates,determines and pre-approves any non-audit service provided to the Company and its subsidiaries by theexternal auditors and keep under review the non-audit fees paid to the external auditors both in relation totheir significance to the auditor and in relation to the total expenditure on consultancy.

No engagement for other services from SGV and Co. either for professional services, tax accountingcompliance, advise, planning and any other form of tax services nor any services rendered for products andservices other than the aforementioned audit services.

79

PHILIPPINE TAXATION

The following is a discussion of the material Philippine tax consequences of the acquisition, ownership anddisposition of the Preferred Shares. This general description does not purport to be a comprehensive de-scription of the Philippine tax aspects of the Preferred Shares and no information is provided regarding thetax aspects of acquiring, owning, holding or disposing of the Preferred Shares under applicable tax laws ofother applicable jurisdictions and the specific Philippine tax consequence in light of particular situations ofacquiring, owning, holding and disposing of the Preferred Shares in such other jurisdictions. This discussionis based upon laws, regulations, rulings, and income tax conventions or treaties in effect at the date of thisProspectus. The tax treatment applicable to a holder of the Preferred Shares may vary depending upon suchholder’s particular situation, and certain holders may be subject to special rules not discussed below. Thissummary does not purport to address all tax aspects that may be important to a holder of the PreferredShares. Prospective investors of the Preferred Shares are urged to consult their own tax advisors as to theparticular tax consequences of the ownership and disposition of the Preferred Shares, including the applica-bility and effect of any local or foreign tax laws.

As used in this section, the term “resident alien” refers to an individual whose residence is within the Philip-pines and who is not a citizen of the Philippines, a “non-resident alien” is an individual whose residence isnot within the Philippines and who is not a citizen of the Philippines. A non-resident alien who is actuallywithin the Philippines for an aggregate period of more than 180 days during any calendar year is considereda “non-resident alien doing business in the Philippines”. A non-resident alien who is actually within the Phil-ippines for an aggregate period of 180 days or less during any calendar year is considered a “non-residentalien not doing business in the Philippines”. A “resident foreign corporation” is a non-Philippine corporationengaged in trade or business within the Philippines, and a “non-resident foreign corporation” is a non-Philippine corporation not engaged in trade or business within the Philippines. The term “dividends” underthis section refers to cash or property dividends. “Tax Code” means the Philippine National Internal Revenueof 1997, as amended.

Documentary Stamp Taxes on Shares

The original issue of shares is subject to documentary stamp tax of ₱1.00 on each ₱200.00 par value, orfraction thereof, of the shares issued. On the other hand, the transfer of shares is subject to a documentarystamp tax at a rate of ₱0.75 on each ₱200.00, or fractional part thereof, of the par value of the CommonShares. The documentary stamp tax is imposed on the person making, signing, issuing, accepting ortransferring the document and is thus payable either by the vendor or the purchaser of the Common Shares.

Distribution of Net Room Rental Revenue

The revenue share of the shareholders from rental income will generally form part of their taxable incomesubject to Philippine Income Tax. The income tax implications would vary depending on the taxpayerclassification of the shareholder.

Where the shareholder is a Philippine domestic corporation1 or a resident foreign corporation2, the incometax rate will generally be 30% of the taxable income or will be 2% of the gross income should the minimumcorporate income tax apply. By way of advance collection of the income tax, 5% of the revenue sharedistribution will be subjected to creditable withholding tax by the Company.

1A corporation created or organized under the Philippine Laws.

2Applies to a corporation engaged in trade or business within the Philippines.

80

Revenue share paid to nonresident foreign corporation3 will generally be subject to 30% final withholdingtax based on the gross payment. This is subject to the application of preferential tax treatment as may begranted by Tax Treaties entered into by the Philippines and the country where the shareholder is a taxresident. For purposes of availing any tax treaty relief, the Philippine tax office (Bureau of InternalRevenue) mandates the filing of an application for tax treaty relief prior to the transaction.

If the shareholder receiving the revenue share is a Philippine Citizen, an individual resident alien4, or anindividual nonresident alien engaged in trade or business in the Philippines5, the revenue share will besubject to the graduated rates of income tax ranging from 5% to 32%, depending on the taxable income ofthe shareholder. 5% of the revenue share will be subjected by the Company to creditable withholding tax asadvance payments of the income tax.

The revenue share paid to nonresident aliens not engaged in trade or business in the Philippines will besubject to 25% final withholding tax, which shall be withheld by the Company on the gross amount of therevenue share. The shareholders may avail of preferential tax treatment as may be provided under applicableTax Treaties. This is subject, however, to the filing of an application for tax treaty relief as being requiredby the Philippine tax office.

The revenue share of the shareholders from rental income will generally be subject to 12% Value-Added Taxbased on the gross amount received by the shareholders. Where the shareholder is a not a Philippineresident, the 12% VAT shall be withheld by the Company.

Distribution of Revenue share6

Revenue share received by domestic corporations or resident foreign corporations are exempt from incometax and withholding tax.

Revenue share payments to nonresident foreign corporation shareholders will generally be subject to 30%final withholding tax on the amount of the revenue share. This may be reduced to 15% final withholding taxif the country where the shareholder is a resident of allows a credit against the tax from the shareholder taxesdeemed to have been paid in the Philippines equivalent to 15%. Any applicable preferential Tax Treaty ratesmay be availed of upon filing of an application for tax treaty relief with the Philippine tax office.

If the shareholders are Philippine Citizens, resident aliens, or nonresident aliens engaged in trade or businessin the Philippines, the revenue share will be subject to 10% final withholding tax. The tax will be withheldand will be remitted by the Company to the Philippine tax office.

Revenue share paid to nonresident aliens not engaged in trade or business in the Philippines will be subjectedby the Company to final withholding tax of 25%. Preferential Tax Treaty rates, where applicable, may beavailed of by filing an application for tax treaty relief with the tax office.

Disposition of shares

Gains from the disposition of the shares by the shareholders will be subject to 5%/ 10% Capital Gains Tax ifthe shares are held by the shareholders as capital assets7. If the shares are held as ordinary assets the ordinaryincome tax applicable to corporations or individuals will apply.

3Refers to foreign corporation not engaged in trade or business within the Philippines.

4Refers to an individual whose residence is within the Philippines and who is not a Philippine Citizen.

5A nonresident alien individual who shall come and stay in the Philippines for an aggregate period of more than 180 days during any calendar yearshall be deemed a nonresident alien doing business in the Philippines.

6Refers to cash or property revenue share taken out of the unrestricted retained earnings of the Company.

7Held by taxpayers other than dealers in securities.

81

The disposition of the shares may likewise be subject to 12% VAT if the shares are held by the shareholdersas inventory or shares available for sale.

A documentary stamp tax of Php.75 on each Php200.00, or fractional part, of the par value of the shares willbe imposed. Where the shares are without par value, the tax will be equivalent to 25% of the documentarystamp tax due on the original issuance of such shares.

Tax Treaties

The following table lists some of the countries with which the Philippines has tax treaties and the tax ratescurrently applicable to non-resident holders who are residents of those countries:

Country Dividends Capital Gains Tax Dueon Disposition of

Common Shares Out-side the PSE

(%) (%)

Canada ........................................................................................... 25(1) Exempt(8)

France ............................................................................................15(2) Exempt(8)

Germany ........................................................................................15(3) 5/10(9)

Japan ..............................................................................................15(4) Exempt(8)

Singapore.......................................................................................25(5) Exempt(8)

United Kingdom ............................................................................25(6) Exempt(10)

United States..................................................................................25(7) Exempt(8)

____________Notes:

(1) 15% if the recipient company controls at least 10% of the voting power of the company paying thedividends.

(2) 10% if the recipient company (excluding a partnership) holds directly at least 10% of the votingshares of the company paying the dividends.

(3) 10% if the recipient company (excluding a partnership) owns directly at least 25% of the capital ofthe company paying the dividends.

(4) 10% if the recipient company holds directly at least 10% of either the voting shares of the companypaying the dividends or of the total shares issued by that company during the period of six monthsimmediately preceding the date of payment of the dividends.

82

(5) 15% if during the part of the paying company’s taxable year which precedes the date of payment ofdividends and during the whole of its prior taxable year at least 15% of the outstanding shares of thevoting shares of the paying company were owned by the recipient company.

(6) 15% if the recipient company is a company which controls directly or indirectly at least 10% of thevoting power of the company paying the dividends.

(7) 20% if during the part of the paying corporation’s taxable year which precedes the date of paymentof dividends and during the whole of its prior taxable year, at least 10% of the outstanding shares ofthe voting shares of the paying corporation were owned by the recipient corporation. Notwithstand-ing the rates provided under the Republic of the Philippines-United States Treaty, residents of theUnited States may avail of the 15% withholding tax rate under the tax-sparing clause of the TaxCode provided certain conditions are met.

(8 Capital gains are taxable only in the country where the seller is a resident, provided the shares arenot those of a corporation, the assets of which consist principally of real property situated in thePhilippines, in which case the sale is subject to Philippine taxes.

(9) Under the tax treaty between the Philippines and Germany, capital gains from the alienation ofshares of a Philippine corporation may be taxed in the Philippines irrespective of the nature of theassets of the Philippine corporation. Tax rates are 5% on the net capital gains realized during thetaxable year not in excess of ₱100,000 and 10% on the net capital gains realized during the taxableyear in excess of ₱100,000.

(10) Under the tax treaty between the Philippines and the United Kingdom, capital gains on the sale ofthe shares of Philippine corporations are subject to tax only in the country where the seller is a resi-dent, irrespective of the nature of the assets of the Philippine corporation.

In order for an exemption under a tax treaty to be recognized, an application for tax treaty relief on capitalgains tax on the sale of shares must be filed by the income recipient before the deadline for the filing of thedocumentary stamp tax return, which is the fifth day from the end of the month when the document transfer-ring ownership was executed.

The requirements for a tax treaty relief application in respect of capital gains tax on the sale of shares are setout in the applicable tax treaty and BIR Form No. 0901-C. These include proof of residence in the countrythat is a party to the tax treaty. Proof of residence consists of a consularized certification from the tax author-ity of the country of residence of the seller of shares which provides that the seller is a resident of such coun-try under the applicable tax treaty. If the seller is a juridical entity, authenticated certified true copies of itsarticles of incorporation or association issued by the proper government authority should also be submittedto the BIR in addition to the certification of its residence from the tax authority of its country of residence.

Estate and Gift Taxes

The transfer of the Preferred Shares upon the death of a registered holder to his heirs by way of succession,whether such an individual was a citizen of the Philippines or an alien, regardless of residence, will be sub-ject to Philippine estate tax at progressive rates ranging from 5% to 20% if the net estate is over₱200,000.00.

The transfer of shares by gift or donation to a stranger (i.e. a person who is not a brother, sister, spouse, an-cestor, lineal descendant or relative by consanguinity within the fourth degree of relationship) will be subjectto a donor’s tax at a flat rate of 30.0%. Gifts or donations to non-strangers, however, will be subject to pro-gressive rates ranging from 2.0% to 15.0%, if the net gifts during the calendar year exceed ₱100,000.00, oth-erwise, such transfer will not be subject to donor’s tax. Corporate registered holders are also liable for Phi-lippine donor’s tax on such transfers, but the rate of tax with respect to net gifts made by corporate registeredholders is always at a flat rate of 30.0%.

Estate and gift taxes will not be collected in respect of intangible personal property, such as shares, (1) if thedeceased at the time of death, or the donor at the time of donation, was a citizen and resident of a foreign

83

country which at the time of his death or donation did not impose a transfer tax of any character in respect ofintangible personal property of citizens of the Philippines not residing in that foreign country, or (2) if thelaws of the foreign country of which the deceased or the donor was a citizen and resident at the time of hisdeath or donation allow a similar exemption from transfer or death taxes of every character or description inrespect of intangible personal property owned by citizens of the Philippines not residing in that foreign coun-try.

84

PLAN OF DISTRIBUTION

The Offer Shares shall be distributed by the Company’s own marketing group, through its salesmen. Themarketing program involves the usual protocol followed by marketing outfits. Promotion shall make use ofadvertising, mail drop. Billboards, sign boards, direct mailing to target market, print and media exposure,and satellite offices in target locations shall also be utilized.

The marketing group is made up of permanent and contractual personnel employed by the Company on asalary/commission basis. The estimated total compensation/commission to be paid by the Company to itsselling agents is in the amount of Php 96,720,000.

The Company has not engaged any external Brokers/Dealers to market or sell the Offer Shares. Neither willthe Offer Shares be underwritten. The Company has not engaged any finders, promoters or underwriters forthe Offer.

The Offer Shares shall be offered to the public in general and the Company has not designed any of the OfferShares to be sold to any specified person. The Offer Shares will not be listed in a stock exchange and noneof the Offer Shares will be sold or traded through a stock exchange.

Pre-qualification

The Company will pre-screen the prospective investor. The pre-qualification process shall be done bymatching an investor’s personal circumstances vis-a-vis the Company criteria, which is initially done prior toinvitation to attend the presentation.

Qualifications shall include:

• Applicants should be at least 18 years old and above• If married, the combined monthly income should be at least 165,000• If single, separated, widowed, the prospect should have a monthly income of ₱135,000

In addition to the form where the prospects are asked to fill in their personal circumstances, personalinterviews will also be conducted to confirm eligibility of prospective applicant.

Resale of Preferred Shares

Resale of Preferred Shares in the secondary market shall be effected only upon pre-qualification ofprospective buyers based on the standards set by the Company, and subject to the lock-up period as statedherein.

Amortization of Preferred Shares

The Company has an interest-free installment plan for Preferred Share purchasers. Investors may make adown payment equivalent to 2 months’ amortization. The amortization term will be based on an estimated“Turnover Date” of September of 2019, less the date of issuance of reservation fee. All amortizationpayments are to be fully paid by “Turnover Date”. Amortization term will assume a declining balancemechanism therefore, payment schedule will be adjusted based upon the month of subscription. For purposeof illustration, below is the amortization schedule table:

85

Unit Type Share Category Selling PricePer Fractions

Admin &Processing Fee

DepositBalance

MonthlyAmortizations at51* Months (80%

Equity)

20% Balance

Studio Pref Share A 2,166,671 25,000 44,333.48 34,667 433,334Deluxe 1-Bedroom Pref Share B 3,105,557 25,000 74,377.84 49,689 621,111Superior 1-Bedroom Pref Share C 4,983,329 25,000 134,466.54 79,733 996,666Premier 1-Bedroom Pref Share D 5,777,772 25,000 159,888.72 92,444 1,155,554

*51 Months assumes June as the month of subscription

If a purchase is made on installment basis, the following rules shall apply in the event of delay and/or defaultin installment payment(s).

• If a purchaser fails to pay his regular installment after thirty (30) days of having received a writtennotice, the Company shall send further notification to the purchaser advising that failure to dischargein full the arrears (including any arrears that have risen since the date of the first notice) within thirty(30) days from receipt of notice, will result in the termination of the Purchase Agreement without thebenefit of refund to the purchaser or any and all prior installment payments made before the default.

• Late payments shall be subject to interest to be determined by the Company from time to time in ac-cordance with market rate.

• Upon default, the Company shall have the exclusive right and option to demand all outstandingamounts to be immediately due and demandable, and require payment of the same.

Selling Restrictions

No securities, except of a class exempt under Section 9 of the SRC or unless sold in any transaction exemptunder Section 10 thereof, shall be sold or distributed by any person within the Philippines, unless such secur-ities shall have been registered with the SEC on Form 12-1 and the registration statement has been declaredeffective by the SEC.

86

LEGAL MATTERS

All legal opinion/matters in connection with the Preferred Shares that are subject of this Offer shall bepassed upon by Angara Concepcion Regala & Cruz Law Offices (“ACCRALAW”) and CPGI’s legal divi-sion for the Company and CLC. ACCRALAW has no direct or indirect interest in the Company and CLC.ACCRALAW may, from time to time, be engaged by the Company to advise in its transactions and performlegal services on the same basis that they provide such services to their other clients.

The named independent legal counsels have not acted and will not act as promoter, underwriter, voting trus-tee, officer, or employee of the Company. The legal counsel has neither shareholdings in the Company norany right, whether legally enforceable or not, to nominate persons or to subscribe for securities in the Com-pany. None of the legal counsel will receive any direct or indirect interest in the Company or in any securi-ties thereof (including options, warrants or rights thereto) pursuant to or in connection with the Offer.

87

INDEPENDENT AUDITORS

The financial statements of the Company as of December 31, 2014 were audited by SGV & Co., a memberfirm of Ernst & Young Global Limited, independent auditors, in accordance with PSA, as stated in their re-port appearing herein.

SGV & Co. has acted as the Company’s external auditor since November 2014 and is the current audit part-ner. The Company has not had any material disagreements on accounting and financial disclosures with itsexternal auditor for the same periods or any subsequent interim period. SGV & Co. has neither shareholdingsin the Company nor any right, whether legally enforceable or not, to nominate persons or to subscribe for thesecurities of the Company. SGV & Co. will not receive any direct or indirect interest in the Company or itssecurities (including options, warrants or rights thereto) pursuant to or in connection with the Offer. Theforegoing is in accordance with the Code of Ethics for Professional Accountants in the Philippines set by theBoard of Accountancy and approved by the Professional Regulation Commission.

The aggregate fee billed for the current year is P50,000.00 for professional services rendered by SGV & Co.

In relation to the audit of the Company’s annual financial statements, the Company’s Corporate GovernanceManual, which was approved by the Board of Directors on November 17, 2014 , provides that the auditcommittee shall, among other activities, (i) evaluate significant issues reported by the external auditors inrelation to the adequacy, efficiency and effectiveness of policies, controls, processes and activities of theCompany, (ii) ensure that other non-audit work provided by the external auditors are not in conflict withtheir functions as external auditors, and (iii) ensure the compliance of the Company with acceptable auditingand accounting standards and regulations.

INDEX TO AUDITED INTERIM FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AS OF MARCH 31, 2015:

Independent Auditors’ Report ..................................................................................................................

Interim Statements of Financial Position..................................................................................................

Interim Statements of Comprehensive Income.........................................................................................

Interim Statements of Changes in Equity .................................................................................................

Interim Statements of Cash Flows............................................................................................................

Notes to Interim Financial Statements......................................................................................................

F-1

Century Acqua Lifestyle Corporation21/F Pacific Star Building

Makati Avenue, Makati CityPhilippines

LEGAL COUNSEL TO CENTURY ACQUA LIFESTYLE CORPORATION

Angara Abello Concepcion Regala& Cruz22/F ACCRA Law Tower,

2nd Ave. cor. 30th Str., Crescent Park West,Bonifacio Global City, Taguig, 0399

Metro ManilaPhilippines

INDEPENDENT AUDITOR

SyCipGorresVelayo& Company(a member firm of Ernst & Young Global Limited)

6760 Ayala AvenueMakati City 1226

Philippines