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Report on Factual Findings

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The Board of DirectorsCebu Landmasters, Inc.(A Subsidiary of A B Soberano Holdings Corp.)10'hFloor Park Centrale TowerJose Ma. Del Mar St., B2 L3Cebu I.T. Park, Brgy., ApasCebu City

We have performed the procedures enumerated below, which have been agreed upon with you,on the accompanying Progress Report on the Application of Proceeds (the Report) for thequarter ended June 30,2017, as required by the Philippine Stock Exchange, Inc. (the PSE).The Report covers the utilization of the P2,025,021,986 net proceeds from and expensesrelated to the initial public offering (the IPO) of common shares of Cebu Landmasters, Inc.(the Company) at the PSE on June 2, 2017. The procedures were performed solely to assist theCompany comply with the PSE requirement.

Our engagement was undertaken in accordance with Philippine Standard on Related Services4400, EJlgagement to Peiform Agreed-Upon Procedures RegardiJlg Financia! ['1017l1atioll, applicable toagreed-upon procedures engagements.

Agreed-Upon Procedures Performed

The agreed-upon procedures that we performed on the Report are presented below.

1. Obtained and checked the mathematical accuracy of the following:a. The Report;b. Schedule of planned application of proceeds from the IPO;c. Trial balance as of June 30, 2017; andd. Detailed schedule of utilization of proceeds for the quarter ended June 30, 2017.

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Offices in Cebu. Davao, Cavite

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2. Compared the schedule of planned application of the IPO proceeds to the use of proceedssection of the prospectus. Inquired with the Company's management of the reason for thedifference, if any, and requested a copy of the approval by the Board of Directors and thePSE, as appropriate, i.e., if it involved reallocation or change in the use of proceeds.

3. Compared the disbursements from the net IPO proceeds shown in the Report with theschedule of planned application of proceeds from the IPO and investigated any differenceor excess of disbursements over the planned application of proceeds.

4. Performed the following procedures on the schedules obtained:a. Agreed related totals to the general ledger;b. Assessed reasonableness of the movements in the designated cash in bank ledger with

the list of disbursements in the Report.

5. Traced to and examined supporting documents, including approval documents, ofsignificant disbursements in the detailed schedule of utilization of proceeds and traced thetotal amount of disbursements per category to the Report.

Results of Agreed-upon Procedures Performed

\'i/e report the results of our work as follows:

1. We have obtained the required documents and noted no exceptions on the mathematicalaccuracy of each of the documents.

\'(Ie present below a summary of the application of the net IPO proceeds for the quarterended] une 30, 2017 based on the information provided by management.

Re-allocationPlanned of Intended

Allocation of Use ofIPO Proceeds IPO Proceeds

Applicationof the NetProceeds(AmountReleased)

Unused IPOProceeds as ofIline 30. 2017

Land acquisitions (outside Ccbu) I' 1,050,000,000 (I' -l20,O()(),OOO)(I' 15Il,292,9~5) P 471.707,005Land acquisitions (Ccbu province)' 730,OOO,O(J(i 730,O()O,OOOlnvcstrncnts in Joint Ventures and Associates 240,000,0(1) 420,000,000 76,9.>3,843) 583,066,157Unallocarcd'"* 5021 9!l6 S()21986

e.2,025,021,986 P (L235J26,838) £.1,789,795,148

* Basa! 011 tb« (;Oll/pl/lly~ Board Resollliioll, PI 30 millioll tlllol/,d 10 Ib, acquisition '111l/1f/ ill Gllatiablpe, 0/)// sball b, used eitber 10 ji/llf/lb, constnution ifcolldo",illilllll 100/l1!rt or 10 p'tn'bfJ.rr anotber lal/f/for jillll/'( pro)'I'I.

**"J'bisP'r/lI/ill 10 IIx excess if Ib, eslill/tll,d IPO ,xpmsts oter lilt acl1ltllll'O (.':jJfIIW.

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2. We have compared the schedule of planned application of the IPO proceeds to the use ofproceeds section of the final prospectus and noted that there was a re-allocation ofintended use of IPO proceeds as shown above. Such re-allocation was approved by theCompany's Board of Directors onJune 27, 2017 and was disclosed in the Philippine StockExchange on July 3, 2017.

Further inquiry with management showed that the re-allocation did not affect the purposeof the proceeds. According to management, only the investment strategy changed; i.e.,instead of acquiring land directly from the owners for its future projects, the Company willinvest in joint ventures and associates that will then acquire land using the amount investedby the Company.

3. We have compared the disbursements from the net IPO proceeds shown in the Reportwith the schedule of planned application of proceeds from the IPO. We noted thefollowing disbursements:

a. Included in the amount allocated for land acquisition outside of Cebu in the plannedapplication of proceeds, as shown in the summary in item 1 above, are land acquisitionsin Bacolod and Dumaguete. Based on the prospectus, these expenditures are expectedto be made on the second half of 2017. Our examination of the disbursements showedthe following:

Bacolod land acquisitio»Of the total amount reported as disbursements for Bacolod land acquisition,P5,000,000 was made on February 3, 2017 and P122,500,000 was made onJune 7,2017. Based on the disclosure made by the Company in the prospectus,negotiations related to this land acquisition is already done.

DlIIJ7agllctc land acquisitionThe total disbursements ofP30,792,995 shown in the Report for Dumaguete landacquisition were made between June 30, 2016 to March 29, 2017. Based on thedisclosure made by the Company in the prospectus, negotiations related to this landacquisition is already done.

b. Included in the amount allocated for investments in Joint Ventures and Associates inthe planned application of proceeds, as shown in the summary in item 1 above, is theCompany's investment in Yuson Excellence Soberano, Inc. (YES, Inc.). Based on theprospectus, investment in YES, Inc. is expected to be made between the second half of2017 and the first half of 2018. The amount shown in the Report as investment inYES, Inc. totaling P76,933,843 were disbursed between June 19 to June 21, 2017.

According to management, disbursements made prior to receipt of me IPO proceeds weremade out of the Company's operating funds because of the immediate requirement forearnest money and down payment to secure the acquisition of the properties while the IPOprocess is still on-going. Amounts disclosed in the prospectus that pertain to Bacolod andDumaguete include payments already made.

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4, We noted no exceptions after performing procedures 4 and 5.

Because the above procedures do not constitute either an audit or a review made in accordancewith Philippine Standards on Auditing (PSA) or Philippine Standards on Review Engagement(PSRE), respectively, we do not express an opinion or conclusion, respectively, on the use ofthe IPQ proceeds. Had we performed additional procedures or had we performed an audit ora review of the financial statements in accordance with PSA or PSRE, respectively, othermatters might have come to our attention that would have been reported to you.

\Ylehave no responsibility to update this report for events or circumstances occurringafter the date of this report.

PUNONGBAYAN & ARAULLO

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