Asiabest Group International Inc.ABG

Comprehensive Corporate Disclosure regarding the execution of a Share Purchase Agreement between Tiger Resort Asia Limited (“TRAL”) and PremiumLands Corp. (“PLC” or the “Buyer”) on December 5, 2024

On December 5, 2024, ABG received information that TRAL, its major stockholder, entered into a Share Purchase Agreement (“SPA”) with PLC for the sale of 200,000,000 common shares of Asiabest Group International, Inc. (“ABG”) equivalent to 66.67% of the total issued and outstanding capital stock of ABG (the “Transaction”). PLC is part of and represents a consortium which includes Industry Holdings and Development Corporation (“IHDC”).

Note: The date indicated in this disclosure, December 5, 2024, is the date that the information was received by ABG from its parent company, TRAL. ABG is not a party to the Share Purchase Agreement, thus, no Board of Directors’ nor stockholders’ approval is necessary.

On December 5, 2024, ABG received information that TRAL, its major stockholder, entered into a Share Purchase Agreement (“SPA”) with PLC, as stated above.

The corporate relationship between Premiumlands Corp. (PLC) and Industry Holdings and Development Corp. (IHDC) is characterized by a shared and integrated control under a common ultimate beneficial owner, Francis Lloyd T. Chua (FLTC).

Premiumlands Corp. (PLC) is owned 99.85% by Premium Capital Holdings Inc. (PCHI), which in turn is owned 99.98% by Francis Lloyd T. Chua. Industry Holdings and Development Corp. (IHDC) is directly owned by Francis Lloyd T. Chua, who holds a 90% ownership stake.

Subject to the fulfillment of Closing Conditions, TRAL agreed to sell to the Buyer, and the Buyer agreed to purchase the Sale Shares not later than 60 calendar days from the signing of the SPA. The sale and purchase transaction was closed on August 8, 2025 via a special block sale through the Philippine Stock Exchange.

The Buyer conducted a Tender Offer which was completed and crossed through the PSE following the lifting of the trading suspension on ABG shares.

Likewise, the Buyer shall initiate and pursue at least one follow-on offering to be conducted by ABG within one (1) year from closing or completion of the Transaction.


Pursuant to the directives issued by the SEC through multiple correspondences addressed to the Company, the Registration Statement shall be amended in conjunction with the Follow-On Offering.

As a matter of course, ABG shall conduct a follow-on offering, which will then require the submission of an accurate and complete Registration Statement incorporating the above-mentioned changes in material facts and information.

In compliance with the Exchange's letter dated December 16, 2024 stating that the Transaction is covered by the Exchange's Revised Rules on Backdoor Listing, ABG is submitting this Corporate Comprehensive Disclosure to appropriately apprise the trading participants and the investing public of the Transaction.

On September 2, 2025, the Company disclosed via the Philippine Stock Exchange (PSE or Exchange) EDGE the following:
(For the complete information on the above-mentioned disclosures, please refer to the attached SEC Form 17C.)

The accrued benefits of ABG as result of the disclosed transactions and the resulting ownership structure shall be determined upon the completion of the valuation process, which is still ongoing.

The envisioned sequence of events are as follows:

The initial investment in Concrete Stone Corporation (CSC) for CSC’s working capital has already been carried out. After the annual stockholders’ meeting of ABG, the company shall file for an application of increase in its authorized capital stock to accommodate the disclosed share-for-share swap and the share-for-real-estate swap. Upon the SEC’s approval of the application for increase of the authorized capital stock which will necessarily include the infusion of the operating companies and the real estate. The private placement shall commence for the unissued authorized stocks while ABG simultaneously prepares for the Follow-On Offering. The Company will conduct a Follow-On Offering pursuant to Section 8.4 of the Revised Rules on Backdoor Listing should the Company falls below the minimum public ownership (MPO) of 20% to address this matter.

The Subscription Agreement covering the subscription of shares between ABG and CSC will be executed on September 29, 2025.

The transaction enabled the Buyer to obtain 2/3 of ABG’s ownership, which, in effect, resulted in having majority control of ABG. The purpose of the transaction is for the Buyer to acquire a listed platform, ABG, where they can infuse and consolidate their respective assets and businesses in order to create an end-to-end infrastructure business group in the Philippines that has the whole ecosystem of the industry.

By acquiring control and ownership of ABG, the Buyer will have the authority to execute the planned asset infusion and consolidation into ABG, which will result in the listed issuer, ABG, transitioning from a dormant shell company into a holding company with subsidiaries that operate and generate recurring and ongoing revenue and income.

As of date, the impact of the Transaction on ABG has yet to be quantified and should any matter that merit disclosure arises in the future, the Buyers and/or ABG will promptly provide notification of those matters.

The total consideration for the sale and purchase of the Sale Shares, as agreed, is Php510,400,000.00 or approximately Php2.552 per share.

The sale has been effected through a special block sale which was made through direct settlement between the parties executed on August 8, 2025 through the Philippine Stock Exchange while the payment was made through direct settlement between TRAL and Buyer.

While the payment was directly settled between TRAL and the Buyer and the process of the transfer has already been made, the stock transfer agent has yet to record this in its books. In accordance with the prescribed rules on the due date of structed disclosures, the POR was already disclosed for the purpose of presentation on August 28, 2025, thus, the foreign ownership of ABG remains at 66.69%, considering that the block sale between TRAL and the Buyer had already been executed.

The consideration was agreed between the Parties as a reasonable value for the Sale Shares, taking into account, among others, ABG's Net Asset Value and fair price for the Sale Shares.

As per the Board Resolution approved and ratified last September 2, 2025, the Php25.00 base price of ABG shares in the swap for the vend-in companies is fixed. It is the number of shares that changes depending on the valuations of these companies. ABG is currently finalizing the valuations to determine the number of shares corresponding to this swap or vend-in. The Company intends to stick to this formula and expects the same to work within the framework currently being finalized.

Currently, ABG has no business activities.
ABG will remain a holding company but the Buyer plans to infuse and consolidate its interests in related entities operating in the infrastructure industry that work together to create synergies and competitive advantages for the group. The value proposition of the Buyer working as a group is the vertically integrated nature of their organization that begins with raw materials extraction and processing on one end and finished products on the other end.

The Buyer’s proposed business plan for ABG are as follows:

1. The acquisition of Kabalayan Housing Corp. (“Kabalayan”), a wholly-owned subsidiary of PLC, and the initial infusion of several land assets located in different provinces into Kabalayan to be used for the operationalization and development of PLC’s Kabalayan Mass Housing Projects. The infusion of the assets into Kabalayan is still underway, which involves several parcel of land approximately worth 1,800,000,000 to 2,000,000,000.00. These infusion will be used for housing developments.; and

2. The consolidation of the following interests and operating subsidiaries of IHDC involved in manufacturing, logistics and construction with ABG:
a. Concrete Stone Corp.
b. Industry Movers Corp.

The indicative timetable for the completion of the above proposed business plan, is on or before the end of 1st quarter of 2026 subject to securing necessary regulatory approvals.

The business plans of the Buyer, which include the infusion and consolidation of the Buyer’s respective assets and businesses in ABG in order to create an end-to-end infrastructure group in the Philippines has been approved by the Board and is subject of the disclosure made on September 3, 2025 through PSE Form 4-30 with Circular No. C06439-2025.

Currently, ABG has no business activities.
ABG will remain a holding company but the Buyer plans to infuse and consolidate its interests in related entities operating in the infrastructure industry that work together to create synergies and competitive advantages for the group. The value proposition of the Buyer working as a group is the vertically integrated nature of their organization that begins with raw materials extraction and processing on one end and finished products on the other end.

The Buyer’s proposed business plan for ABG are as follows:

1. The acquisition of Kabalayan Housing Corp. (“Kabalayan”), a wholly-owned subsidiary of PLC, and the initial infusion of several land assets located in different provinces into Kabalayan to be used for the operationalization and development of PLC’s Kabalayan Mass Housing Projects. The infusion of the assets into Kabalayan is still underway, which involves several parcel of land approximately worth 1,800,000,000 to 2,000,000,000.00. These infusion will be used for housing developments.; and

2. The consolidation of the following interests and operating subsidiaries of IHDC involved in manufacturing, logistics and construction with ABG:
a. Concrete Stone Corp.
b. Industry Movers Corp.

The indicative timetable for the completion of the above proposed business plan, is on or before the end of 1st quarter of 2026 subject to securing necessary regulatory approvals.

The business plans of the Buyer, which include the infusion and consolidation of the Buyer’s respective assets and businesses in ABG in order to create an end-to-end infrastructure group in the Philippines has been approved by the Board and is subject of the disclosure made on September 3, 2025 through PSE Form 4-30 with Circular No. C06439-2025.

PLC is a real estate company registered in the Philippines engaged in land banking and real estate developments across the country.

IHDC is a holding company registered in the Philippines with interests in manufacturing and raw material processing, construction and logistics.

PLC pioneers prime real estate developments across the country such as PMI Tower, a 21-storey mixed-use building in Makati City, Market Mall, a 9-storey mixed use commercial building and hotel in Ormoc City and Mondrian Building, a 6-storey mixed-use building in Makati.

Future developments include Siargao Marina and Coron Marina which are set to transform the economic landscape in the region. It likewise has interests in entities engaged in the Palanas Shipyard located in Eastern Visayas which harnesses state-of-the-art marine airbag technology to craft high-quality ships distinguished by innovating designs.

PLC is currently focusing its efforts on the development of its mass housing projects under the Kabalayan brand where it would like to demonstrate the economic viability of its business model that utilizes modular precast technology to deliver affordable housing units at a profitable price point and executed in a shorter period of time over a large scale. PLC is currently actively performing land banking and permitting activities that will enable the implementation and execution of its mass housing projects.

PLC has conducted studies on the sizable unserved demand for affordable housing units in the Philippines and proposes to meet this demand through its own development efforts and partnerships with construction technology providers and suppliers including those under the umbrella of IHDC.

IHDC and its subsidiaries are involved in manufacturing and raw material processing, construction and logistics.

For manufacturing, IHDC through Concrete Stone Corp. (CSC) is engaged in the manufacturing and supply of construction solution materials such as precast, aggregates and cement and has an existing high volume manufacturing plant in Bataan that sources materials from crusher sites in various locations nationwide.

CSC is also the primary supplier and technology provider of modular precast materials to PLC.

For logistics, IHDC through Industry Movers Corp. (IMC) has an existing fleet of vessels that provide maritime logistics and delivery. IMC shall also be involved in the transportation of CSC’s modular precast materials from Bataan to several Kabalayan projects sites of PLC.

For construction, IHDC through its affiliate, EEI Corporation (EEI), is involved in infrastructure projects that require precast cement materials. Last June 2024, EEI and CSC signed a partnership agreement for the supply of precast concrete products and requirements for multiple infrastructure projects nationwide. EEI has business interests in construction and engineering services, with expertise in the construction of infrastructure, buildings, and industrial and electromechanical facilities.

None of the current directors of ABG have any interest in the transaction.

The Buyer has conducted a Tender Offer and was closed on August 8, 2025. Likewise, the Buyer shall initiate and pursue fundraising activities that include at least one follow-on offering that shall be conducted by ABG within one (1) year from closing or completion of the Transaction. The Company shall amend its Registration Statement attributable to the conduct of the Follow-On Offering (FOO).

The Company will comply with any and all rules in the backdoor and consequent FOO. The Company is currently finalizing valuations that will determine the effect of the vend in on the minimum public float and the resulting placements required to maintain such minimum float. Once completed, the Company shall immediately disclose to the Exchange, the process, timing, size, and other details of each step of this exercise.

For more details of the companies involved herein, please see the attached Articles of Incorporation, By Laws, General Information Sheets, and Audited Financial Statements of PLC (Annex “B”) and IHDC (Annex “C”).

The disclosure was amended to include the following:
a. Copies of the latest articles of incorporation and general information sheets of Concrete Stone Corp (CSC)., Industry Movers Corp.(IMC), and Kabalayan Housing Corp.(KHC);
b. Financial Statements of CSC and IMC, in relation to the board approvals on September 2, 2025;
c. The relationship between PLC and IHDC
d. Updates on the Board of Directors' approval of the acquisition of operating companies
e. Updated members of the Board of Directors
f. Updated Principal Officers
g. Updated Ownership Structure
h. Other relevant information in relation the execution of the block sale made on August 8, 2025.

This disclosure will be further amended to attach other additional documents of CSC, IMC, and KHC.