3Rd Floor Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City We Are Pleased to Furnish Your Good Office W
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20 March 2015 MS. JANET A. ENCARNACION Head, Disclosure Department Philippine Stock Exchange Disclosure Department Listing & Disclosure Group 3rd Floor Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City Dear Ms. Encarnacion: We are pleased to furnish your good office with a copy of our SEC Form 20 Information Statement Definitive (pursuant to section 20 of the Securities Regulation Code) filed with the Securities and Exchange Commission (SEC). For your information and guidance. Very truly yours, ALEXANDER C. ESCUCHA Senior Vice President & Corporate Information Officer 4 4 3 SEC Registration Number C H I N A B A N K I N G C O R P O R A T I O N (Company‘s Full Name) 1 1 F C H I N A B A N K B L D G 8 7 4 5 P A S E O D E R O X A S C O R V I L L A R S T M A K A T I (Business Address: No., Street City/ Town / Province) ATTY. LEILANI B. ELARMO 885-5145 Contact Person Company Telephone Number Definitive Information Statement 0 3 2 0 2 0 - I S 0 5 0 8 Month Day FORM TYPE Month Day Annual Meeting Secondary License Type, If Applicable C F D Dept. Requiring this Doc. Amended Articles Number / Section Total Amount of Borrowings 1,979 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes 2 Annex “A” EXPLANATION OF AGENDA ITEMS 1. Call to Order Chairman Hans T. Sy will welcome the stockholders and guests and formally begin the 2015 annual meeting of stockholders of China Bank. He will also highlight that stockholders will be given the opportunity to ask questions or raise their comments prior to submitting each agenda item for their action. 2. Proof of Notice of Meeting Atty. Corazon I. Morando, Corporate Secretary, will certify the date when the notice of meeting and information statement have been sent to stockholders of record as of March 25, 2015 and to the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE), in accordance with China Bank by-laws and SEC and PSE rules and regulations, and the date when such notice had been published in a newspaper of general circulation. 3. Certification of Quorum Atty. Morando will certify as to the existence of quorum. A meeting where the stockholders holding a majority of the outstanding capital stock of China Bank are present either in person or by proxy shall constitute a quorum and shall be competent to transact business. 4. Approval of the Minutes of the Annual Meeting of Stockholders on May 8, 2014 Stockholders will be asked to approve the minutes of the stockholders' meeting held on May 8, 2014, which contain, among others, the (a) annual report to stockholders and approval of financial statements, (b) ratification of all acts of the Board of Directors, including the acquisition by the Bank of Planters Development Bank, approval of related party transactions, and all acts of the Executive Committee and of the various committees of the Bank and Management, during the fiscal year 2013 and immediately preceding the meeting, (c) election of the Board of Directors, (d) appointment of external and internal auditors, (e) amendments to Articles Ninth and Sixth of the Articles of Incorporation, and to Articles I and XI of the By-Laws, and (f) approval/ratification of the declaration of 8% stock dividend and 10% cash dividend. Copies of the minutes, which may be accessed through www.chinabank.ph, will be provided to the stockholders prior to the meeting. 5. Annual Report to Stockholders Stockholders will be provided information about the Bank‘s activities, business and financial performance, and other relevant data for the preceding year. Copies of the annual report will be provided to the stockholders prior to the meeting. 6. Approval of the Financial Statements for the year ended December 31, 2014 Stockholders will be provided information about the financial position, performance and changes in financial position of the Bank. Copies of the audited financial statements will be provided to the stockholders prior to the meeting. 7. Ratification of all acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2014 All acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2014, will be presented to the stockholders for their approval and ratification. 8. Election of the Board of Directors The Chairman will present the nominees for election as members of the Board of Directors, including the independent directors. 9. Appointment of External Auditors The stockholders will be asked to ratify the Audit Committee‘s and Board‘s selection of auditors. 3 10. Other Matters All matters that arise after the notice, agenda, and information statement have been sent out, may be presented for the consideration of the stockholders. Other businesses as may properly come before the stockholders may also be raised. 11. Adjournment The chairman will adjourn the meeting when the scheduled order of business is completed and no further business or matter is considered or raised. 4 SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ ] Preliminary Information Statement [ ] Definitive Information Statement 2. Name of Registrant as specified in its charter: China Banking Corporation 3. Province, country or other jurisdiction of incorporation or organization: Philippines 4. SEC Identification Number: 443 5. BIR Tax Identification Code: 320-000-444-210 6. Address of principal office: China Bank Bldg., 8745 Paseo de Roxas Postal Code: 1226 cor. Villar St., Makati City 7. Registrant‘s telephone number, including area code: (632) 885-5555 8. Date, time and place of the meeting of security holders: Date: May 7, 2015 Time: 4:00 p.m. Place: Penthouse, China Bank Bldg., 8745 Paseo de Roxas cor. Villar St., Makati City 9. Approximate date on which the Information Statement is first to be sent or given to security holders: April 1, 2015 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA: Title of Each Class Number of Shares Outstanding Amount of Debt Outstanding Short Term : P383,185,769,162 Common 1,716,414,317 Long Term : P31,188,178,390 11. Are any or all of registrant‘s securities listed in a Stock Exchange? Yes [ ] No [ ] The above common shares are listed in the Philippine Stock Exchange. 5 A. GENERAL INFORMATION 1. Date, Time and Place of Meeting of Security Holders Date : May 7, 2015 Time : 4:00 P.M. Place : Penthouse, China Bank Bldg. 8745 Paseo de Roxas cor. Villar St., Makati City Mailing address of principal office: China Bank Bldg., 8745 Paseo de Roxas cor. Villar St., Makati City Approximate date on which copies of the Information Statement are first to be sent or given to security holders : April 1, 2015 We are not asking you for a proxy and you are requested not to send us a proxy 2. Dissenter‟s Right of Appraisal A stockholder has a right to dissent and demand payment of the fair value of his shares in any of the following instances under Section 81 of The Corporation Code (B.P. Blg. 68): (a) in case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; (b) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets; and (c) in case of merger or consolidation. There are no matters or proposed corporate actions included in the agenda of the meeting which may give rise to the exercise by a security holder of the right of appraisal. However, should any proposed corporate action be passed upon at the meeting which may give rise to the right of appraisal, any stockholder who votes against the proposed corporate action may avail himself of the right of appraisal by making a written demand on the Bank within thirty (30) days after the meeting for the payment of the fair value of his shares. In order to perfect such right, the stockholder shall follow the procedures as described under Sections 81 to 86 of The Corporation Code. 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon No director, officer, nominee for election as director, or any associate of the foregoing persons, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon as contained in the agenda of the meeting other than election to office. No director has informed the Bank in writing that he intends to oppose any action to be taken as contained in the agenda of the meeting. B. CONTROL AND COMPENSATION INFORMATION 4. Voting Securities and Principal Holders Thereof (a) Class of Voting Securities: 1,716,414,317 common shares entitled to vote as of February 28, 2015 (b) Record Date: Stockholders of record as of March 25, 2015 are entitled to notice of and vote at the meeting (c) Nomination and Election of Directors and Independent Directors and Manner of Voting: In accordance with Sections 23 and 27 of The Corporation Code (B.P.