Remarks C00172-2026

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Jan 8, 2026
2. SEC Identification Number
CS201210314
3. BIR Tax Identification No.
008-297-271-000
4. Exact name of issuer as specified in its charter
COAL ASIA HOLDINGS INCORPORATED
5. Province, country or other jurisdiction of incorporation
NCR, PHILIPPINES
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
3RD FLOOR, JTKC CENTRE, 2155 PASONG TAMO, MAKATI CITY Postal Code 1231
8. Issuer's telephone number, including area code
(02) 8813-8892 TO 97
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
COMMON SHARES 40,000,000,040
11. Indicate the item numbers reported herein
ITEM #9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Coal Asia Holdings IncorporatedCOAL

PSE Disclosure Form BL-1 - Comprehensive Corporate Disclosure on Backdoor Listing Reference: Rules on Backdoor Listing

Subject of the Disclosure

Comprehensive Corporate Disclosure on (1) the amendments to the Articles of Incorporation of Coal Asia Holdings Incorporated (“COAL” or the “Company”), which include (a) the change in corporate name, (b) the change in corporate purposes, and (c) the increase in Authorized Capital Stock; (2) the proposed issuance of common shares of stock of COAL in exchange for Tubig Pilipinas Group, Inc. (“TPGI”) shares of stock; and (3) the divestment of Titan Mining Energy Corporation (“TMEC”)("Resolutions")
Background/Description of the Disclosure

On December 22, 2025, during the special board meeting held by the Board of Directors of COAL (the “Board”), the Board unanimously approved the "Resolutions."

Due primarily to the change in business of COAL, the PSE deemed the foregoing acts and transactions of the Company to be covered by the PSE’s Revised Rules on Backdoor Listing and consequently directed COAL to submit a Comprehensive Corporate Disclosure to apprise the trading participants and the investing public.
Date of Approval by Board of Directors Dec 22, 2025
Date of Approval by Stockholders TBA
Other Relevant Regulatory Agency, if applicable NA
Date of Approval by Relevant Regulatory Agency TBA
Date of Approval by Securities and Exchange Commission, if applicable TBA
Comprehensive Corporate Disclosure
The nature and description of the proposed transaction, including the timetable for implementation, and related regulatory requirements if applicable

On December 22, 2025, during its special board meeting, the Board unanimously approved the following Resolutions:
1. Amendments to the Articles of Incorporation

a. Change in Corporate Name of the Company from Coal Asia Holdings Incorporated to “Tubig Pilipinas Holdings Inc.”;

b. Amendment in the Primary and Secondary Purposes of the Company
iii. With the rest of the un-amended provisions in such articles re-numbered.

c. Increase in Authorized Capital Stock
i. From PESOS: FIVE BILLION (P5,000,000,000.00) divided into FIFTY BILLION (50,000,000,000) shares with a par value of Ten Centavos (P0.10) per share, to PESOS: THIRTEEN BILLION (P13,000,000,000.00) divided into ONE HUNDRED THIRTY BILLION (130,000,000,000) shares with a par value of Ten Centavos (P0.10) per share;
ii. And the subscription out of the increase of PESOS: EIGHT BILLION (P8,000,000,000.00) shall be at least twenty-five percent (25%) thereof or PESOS: TWO BILLION (P2,000,000,000.00), divided into TWENTY BILLION (20,000,000,000) shares, and out of such subscription, the paid-in capital shall be at least twenty-five percent (25%) thereof or PESOS: FIVE HUNDRED MILLION (P500,000,000.00);

2. Share Swap

The issuance by the Company of primary shares out of the increase in the Authorized Capital Stock at par value to Pure Water Corporation, Quadwater Corporation and, subject to the receipt of necessary approvals, CEF2 A09 B.V., in exchange for the transfer by them to the Company of up to one hundred percent (100%) of the outstanding capital stock of Tubig Pilipinas Group, Inc. (“TPGI”; and the transaction, the “Share Swap”), at a value determined based on an independent fairness opinion and valuation report.

Further details on the Share Swap will be disclosed once the terms and conditions are finalized.

3. Divestment of Titan Mining Energy Corporation

The divestment by the Company of its lone subsidiary, Titan Mining Energy Corporation (“TMEC”). Further details on the divestment of TMEC will be disclosed once the terms and conditions are finalized.

4. Other approvals related to the Resolutions above.

The Company has set the Special Stockholders’ Meeting on February 11, 2026 for the approval of the Resolutions. After the stockholders’ approval, the Company shall file an application for the increase of its Authorized Capital Stock to accommodate the Share Swap. Upon approval of the SEC of the increase in Authorized Capital Stock, the Share Swap will be executed. To comply with the Revised Backdoor Listing Rules of the Exchange, a follow-on offering is expected to be undertaken by COAL within one (1) year following the completion of the Share Swap.
The reason/purpose of the transaction including the benefits which are expected to be accrued to the listed issuer as a result of the transaction

The proposed increase in authorized capital stock is for the purpose of meeting the present and future business requirements of the Company, including the implementation of the Share Swap.

The Share Swap and the divestment of TMEC align with the Company’s strategic objective of pivoting its business from coal mining into water utilities. Acquiring TPGI represents a unique and valuable opportunity for the Company to transform its business and play an important role in improving the quality of Philippine infrastructure and the delivery of basic services through the sustainable development of the country's water facilities.
The aggregate value of the consideration, explaining how this is to be satisfied, including the terms of any arrangements for payment on a deferred basis

Share Swap
The aggregate value of COAL’s acquisition of TPGI is approximately PESOS: SIX BILLION SIX HUNDRED FORTY-SIX MILLION (P6,646,000,000.00) based on the preliminary valuation report dated December 22, 2025 by independent valuation firm Isla Lipana & Co.

Subject to the receipt of requisite regulatory approvals, TPGI shall be infused into COAL through a tax-free exchange, i.e., via the issuance by COAL of primary shares out of its increase in Authorized Capital Stock at par value to Pure Water Corporation, Quadwater Corporation, and, subject to their receipt of necessary approvals, CEF2 A09 B.V., in exchange for the transfer by them to COAL of up to one hundred percent (100%) of the outstanding capital stock of TPGI.

Divestment of TMEC
The terms and conditions of the divestment by COAL of TMEC shall be determined by its Board in due course. Once such terms and conditions are finalized, the Company shall promptly provide the appropriate disclosures or notifications to the Exchange.
The basis upon which the consideration or the issue value was determined

Share Swap

The price of Ten Centavos (P0.10) for the COAL shares to be issued to TPGI shareholders in consideration of their transfer of TPGI shares to COAL was determined by the Board of COAL based on the par value of Ten Centavos (P0.10) per share of the Company’s Authorized Capital Stock. Under applicable law, primary shares must be issued at a price that is not less than the par value of the Company’s shares as fixed in the Articles of Incorporation.

The value of the TPGI shares to be infused into COAL was agreed among the parties as a reasonable value after extensive negotiations informed by a preliminary valuation report prepared by Isla Lipana & Co. The valuation range in such preliminary valuation report was independently estimated by Isla Lipana & Co. using a combination of the income and market approaches.

After it has obtained its confirmation of independence from the PSE, Isla Lipana & Co. will be required to issue the corresponding “fairness opinion” with the valuation report to support the application for the approval of the Share Swap to be filed with the SEC and the PSE.

Divestment of TMEC

The terms and conditions of the divestment by COAL of TMEC shall be determined in due course. Once such terms and conditions are finalized, the Company shall promptly provide appropriate disclosures or notifications to the Exchange.
For cash considerations, the detailed work program of the application of proceeds, the corresponding timetable of disbursements and status of each project included in the work program. For debt retirement application, state which projects were financed by debt being retired, the project cost, amount of project financed by debt and financing sources for the remaining cost of the project

(1) The matters that have been approved by the Board in its meeting on December 22, 2025, which will be presented to the stockholders for their approval at the Special Stockholders’ Meeting on February 11, 2026, and (2) the contemplated subsequent follow-on offering are the steps being undertaken by the Company in order to advance its business.
The listed company must present a statement of active business pursuits and objectives which details the steps undertaken and proposed to be undertaken by the Issuer in order to advance its business

(1) The matters that have been approved by the Board in its meeting on December 22, 2025, which will be presented to the stockholders for their approval at the Special Stockholders’ Meeting on February 11, 2026, and (2) the contemplated subsequent follow-on offering are the steps being undertaken by the Company in order to advance its business.

Effects in the listed company before and after the transaction on the following:

Increase in authorized capital stock
From Five Billion Pesos (P5,000,000,000.00) divided into Fifty Billion (50,000,000,000) shares with a par value of Ten Centavos (P0.10) per share.
To Thirteen Billion Pesos (P13,000,000,000.00) divided into One Hundred Thirty Billion (130,000,000,000) shares with a par value of Ten Centavos (P0.10) per share.
Nature of business
From To act as a holding company which will invest in corporations engaged in the business of generating energy derived from coal, fossil, fuel,
To To engage in the business of holding companies engaged in the business of water distribution, supply, sewage, septage and bulk supply, and their related activities”
Corporate Name
From COAL ASIA HOLDINGS INCORPORATED
To TUBIG PILIPINAS HOLDINGS, INC.
Board of Directors
Name (Regular or Independent)
Harald R. Tomintz Regular
Johnson A. Sanhi, Jr Regular
Dexter Y. Tiu Regular
Eric Peter Y. Roxas Regular
Juan Kevin G. Belmonte Independent
Aristides S. Armas Independent
Arsenio M. Bartolome III Independent
Principal Officers
Name Position/Designation
Johnson A. Sanhi, Jr. President and Chief Operating Officer
Dexter Y. Tiu Treasurer
Eric Peter Y. Roxas Corporate Secretary
Rolando P. Domingo Chief Financial Officer
Rosanna T. Desiderio Accounting Manager, Investor Relations Officer, Compliance Officer
Ownership structure
Principal Shareholders Before After
Number of shares % Number of shares %
Pure Water Corporation 11,840,585,008 29.6 40,086,085,008 37.65
Quadwater Corporation 11,840,585,007 29.6 40,086,085,007 37.65
Pure Energy Holdings Corporation 4,990,229,985 12,48 4,990,229,985 4.69
CEF2 A09 B.V. 0 0 9,969,000,000 9.36
Directors and Officers 4,120,040 0.01 4,120,040 0
Public Float 11,324,480,000 28.31 11,324,480,000 10.64
Total 40,000,000,040 100 106,460,000,040 100

Capital structure

Issued Shares
Type of Security /Stock Symbol Before After
COMMON SHARES / COAL 40,000,000,040 106,460,000,040
Outstanding Shares
Type of Security /Stock Symbol Before After
COMMON SHARES / COAL 40,000,000,040 106,460,000,040
Treasury Shares
Type of Security /Stock Symbol Before After
COMMON SHARES / COAL 0 0
Listed Shares
Type of Security /Stock Symbol Before After
COMMON SHARES / 40,000,000,040 40,000,000,040 40,000,000,040
Effect(s) on the public float, if any Reduction, after the completion of the Share Swap, from 28.31% to 10.64%
Effect(s) on foreign ownership level, if any N/A
Additional information on the unlisted company
Nature and business

Tubig Pilipinas Group Inc. (“TPGI”) was incorporated under the laws of the Philippines and maintains its registered office address and principal place of business at 3/F JTKC Centre, 2155 Don Chino Roces Ave., Makati City, 1231. TPGI was incorporated for the primary purpose to carry on the general business of operating, managing, maintaining and rehabilitating waterworks, sewerage and sanitation systems and services, specifically, (see full text on the attachment p.9)
Discussion of major projects and investments

TPGI was incorporated on October 27, 2014 with the goal to own, operate, manage and rehabilitate waterworks, sewage and sanitation systems and services and supply clean, potable water to unserved or underserved communities outside Metro Manila. TPGI currently has a roster of 12 operational plants nationwide, 5 projects in construction, as well as other projects at various stages in the pipeline.
List of subsidiaries and affiliates, with percentage holdings
Name of Subsidiary or Affiliate % Ownership
TUBIG PILIPINAS GROUP, INC. (UP TO) 100.00%

Capital structure

Authorized capital stock
Type of Security Amount Number of Shares
COMMON SHARES 2,000,000,000.00 2,000,000,000
Subscribed Shares
Type of Security Amount Number of Shares
COMMON SHARES 632,352,943.00 632,352,943
Paid-Up Capital
Amount 232,767,113.00
Number of Shares 232,767,113
Issued Shares
Type of Security Amount Number of Shares
COMMON SHARES 632,352,943.00 632,352,943
Outstanding Shares
Type of Security Amount Number of Shares
COMMON SHARES 632,352,943.00 632,352,943
Par Value
Type of Security Amount
COMMON SHARES 1.00
Ownership Structure (including percentage holdings)
Name Number of Shares % Ownership
Pure Water Corporation 268,749,998 42.50%
Quadwater Corporation 268,749,997 42.50%
CEF2 A09 B.V. 94,852,942 15.00%
Directors and Officers 6 0.00%
Total 632,352,943 100.00%
Board of Directors
Name (Regular or Independent)
Dexter Y. Tiu Regular
Ryan Wesley T. Yapkianwee Regular
Conrado Ma. Leandro Francisco G. Belisario Regular
Howard Conrad T. Sy Regular
John Benedict B. Victorino Regular
Principal Officers
Name Position/Designation
Ryan Wesley T. Yapkianwee President
Conrado Ma. Leandro Francisco G. Belisario Treasurer
Eric Peter Y. Roxas Corporate Secretary
Marc Eric C. Roxas Chief Operating Officer
The interest which the directors of the parties to the transaction have in the transaction

Dexter Tiu is a shareholder and director both of TPGI and Coal Asia and also Coal Asia 's Treasurer. He has 1 share in TPGI and no share with Coal Asia.
Eric Peter Y. Roxas shareholder, director and Corp. Sec of both TPGI and Coal Asia. He has 1 TPGI share and 2,000,000 share with Coal Asia
Statement as to the steps to be taken, if any, to safeguard the interests of the shareholders

Pursuant to a Share Purchase Agreement dated September 26, 2025, as amended on December 18, 2025, Pure Water Corporation, Quadwater Corporation and Pure Energy Holdings Corporation acquired 71.68% of COAL’s issued and outstanding capital stock. In compliance with Section 19 of the Securities Regulation Code and Rule 19 of the 2015 Implementing Rules and Regulations of the Securities Regulation Code, as amended, Pure Water Corporation and Quadwater Corporation conducted a tender offer from November 14, 2025 until December 12, 2025. There were no availments or tendered shares during the tender offer period.

The Company will be coordinating with the SEC regarding their confirmation that no tender offer is necessary to effect the transactions contemplated under the Resolutions and shall promptly make the appropriate disclosure to the Exchange once such confirmation is received.]

In addition, COAL shall initiate and pursue fundraising activities that include at least one follow-on offering that shall be conducted by the Company within one (1) year from the completion of the Share Swap.
Other Relevant Information

In any event, the Company will comply with the required minimum public float.

For additional information, the Amended Articles of Incorporation, By-Laws, 2025 General Information Sheet, and the latest Audited Financial Statements of TPGI are attached as Annexes A, B, C, D, E and F respectively.

All other information are included in the attachment.

Pursuant to the requirements of Section 17 of the Code and Section 141 of the Revised Corporation Code, this report is signed on behalf of the issuer by the undersigned, thereunto duly authorized, in the City of Makati on January 6, 2026.
Filed on behalf by:
Name Rosanna Desiderio
Designation Chief Information Officer/Investor Relations Officer/Compliance Officer