3Rd Floor Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City
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19 March 2013 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 Preliminary (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 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 2, 2013 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, 2013 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 : P269,179,592,165 Common 1,297,874,230 Long Term : P 12,174,477,806 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. A. GENERAL INFORMATION 1. Date, Time and Place of Meeting of Security Holders Date : May 2, 2013 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, 2013 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: 1,297,874,230 common shares entitled to vote as of March 18, 2013 b. Record Date: Stockholders of record as of March 20, 2013 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. Blg. 68), Section 15 of The General Banking Law (R.A. No. 8791), Section 38 of The Securities Regulation Code, Section 38 of the Amended Implementing Rules and Regulations of the Securities Regulation Code, and Section X141 of the Manual of Regulations for Banks, and relevant circulars or memoranda, the Bank’s Nominations and Corporate Governance Committees adopted rules governing the nomination and election of directors. The rules pertinently state that the nomination forms shall be submitted to any of the members of the Committees or to the Corporate Secretary on or before March 7, 2013. The rules likewise state that the Committees shall pre-screen the qualifications of the nominees and prepare a final list of candidates, indicating the nominees for independent directors. As to the manner of voting, Article III, Section 7 of the Bank’s By-Laws specifies that any stockholder who is not delinquent in his subscription shall be allowed to vote either in person or by proxy executed in writing by the stockholder or his duly authorized attorney-in-fact in accordance with the requirements of existing rules and regulations. Following Section 24 of The Corporation Code, a stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit, provided that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Bank multiplied by the whole number of directors to be elected. d. Security Ownership of Certain Record and Beneficial Owners and Management (i) Record and beneficial owners holding 5% or more of voting securities as of February 28, 2013: Name of Beneficial Owner Title of Name, Address of Record Owner & No. of & Relationship with Citizenship Percentage Class Relationship with Issuer Shares Held Record Owner PCD Nominee Corporation * 37th Floor, Tower I, The Enterprise Various Common Center, 6766 Ayala Ave. corner Non-Filipino 308,794,390 23.792% stockholders/clients Paseo de Roxas, Makati City Stockholder SM Investments Corporation Henry Sy, Sr. 10th Floor L.V. Locsin Bldg., Common (Indirect ownership) Filipino 223,267,800 17.203% 6752 Ayala Avenue, Makati City Stockholder Stockholder Sysmart Corporation Henry Sy, Sr. 10th Floor L.V. Locsin Bldg., Common (Indirect ownership) Filipino 192,058,910 14.798% 6752 Ayala Avenue, Makati City Stockholder Stockholder PCD Nominee Corporation * 37th Floor, Tower I, The Enterprise Various Common Center, 6766 Ayala Ave. corner Filipino 117,916,600 9.085% stockholders/clients Paseo de Roxas, Makati City Stockholder * The names of stockholders holding 5% or more of the Bank’s securities will be provided as soon as the list from the Bank’s transfer agent, Stock Transfer Service, Inc., is received. The list is expected to be submitted after the record date on March 20, 2013. Mr. Henry Sy, Sr. is the record and beneficial owner of the following common shares as of February 28, 2013: No. of Shares Held Percentage Direct Holdings: 12,675,950 0.98% Indirect Holdings: Holdings from various brokers 13,714,990 1.06% Indirect ownership in SM Investments Corporation, Shoemart, Inc. (now SM Land, Inc.), and Sysmart 123,275,710 9.50% Corporation Total 149,666,650 11.53% Mr. Henry Sy, Sr.’s family is known to have substantial holdings in Shoemart, Inc. (now SM Land, Inc.), SM Investments Corporation and Sysmart Corporation and, as such, could direct the voting or disposition of the shares of said companies. Except as stated above, the Bank has no knowledge of any person holding more than 5% of the Bank’s outstanding shares under a voting trust or similar agreement. The Bank is likewise not aware of any arrangement which may result in a change in control of the Bank, or of any additional shares which the above-listed beneficial or record owners have the right to acquire within thirty (30) days, from options, warrants, rights, conversion privilege or similar obligation, or otherwise. (ii) Directors and Management as of February 28, 2013: Amount & Nature of Title of Class Name Position Beneficial/Record Citizenship Percent Ownership (a) Directors Common Hans T. Sy Chairman of the Board 1,545,890 Filipino 0.1191% Common Gilbert U. Dee Vice Chairman 6,905,950 Filipino 0.5321% Common Peter S. Dee President & CEO 844,600 Filipino 0.0651% Common Joaquin T. Dee Director 28,527,170 Filipino 2.1980% Common Dy Tiong Independent Director 119,610 Filipino 0.0092% Common Herbert T.