2021 Definitive Information Statements
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C O V E R S H E E T SEC Registration Number 0 0 0 0 0 0 1 6 9 6 2 C O M P A N Y N A M E C H I N A B A N K S A V I N G S , I N C . PRINCIPAL OFFICE( No. / Street / Barangay / City / Town / Province ) C B S B u i l d i n g , 3 1 4 S e n . G i l J . P u y a t A v e n u e , M a k a t i C i t y Secondary License Type, If Form Type Department requiring the report Applicable D I S S E C N / A C O M P A N Y I N F O R M A T I O N Company’s Email Address Company’s Telephone Number Mobile Number [email protected] 8-367-8341 N/A No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) rd 1,545 3 Thursday of June 12/31 CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Email Address Telephone Number/s Mobile Number Atty. Arturo Jose M. ajmconstantino.cbs@chinabank. Constantino IIII ph 8367-8341 N/A CONTACT PERSON’s ADDRESS CBS Building, 314 Sen. Gil J. Puyat, Makati City NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Please be notified that due to the continuing pandemic and Community Quarantine, the annual meeting of the stockholders of China Bank Savings, Inc., will be conducted virtually via Zoom on June 17, 2021, Thursday at 9:30 A.M., for the following purposes: 1. Call to Order 2. Proof of Notice of Meeting 3. Certification and Quorum 4. Approval of the Minutes of the Annual Meeting of Stockholders on August 13, 2020, and Special Meeting of Stockholders on December 17, 2020 5. Annual Report to Stockholders 6. Approval of the Audited Financial Statements for the year ended December 31, 2020 7. Ratification of all acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2020, including the ratification of related party transactions 8. Election of the Board of Directors 9. Appointment of External Auditors 10. Other Matters 11. Adjournment Stockholders of record as of May 15, 2021 shall be entitled to notice of and vote at the meeting. The stock and transfer books of CBS will be closed from April 15 to June 17, 2021. Because of the present situation, stockholders may only attend the meeting by remote communication through an online live broadcast and exercise their right to vote in absentia by appointing a proxy. There will be audio and video recordings of the meeting. Stockholders intending to participate by remote communication and exercise the right to vote in absentia should notify the Bank by sending an e-mail to [email protected] by appointing a proxy on or before June 10, 2021. All information submitted shall be subject to verification and validation of the Corporate Secretary. After verification and validation, an e-mail containing their log-in-details for the online participation/attendance shall be sent to the stockholders. Stockholders who have successfully registered and been duly verified can access the online livestreaming of the annual stockholders’ meeting and vote in absentia by appointing a proxy. Stockholders intending to participate by appointing a proxy should submit their proxy forms to the Office of the Corporate Secretary at the 26th Floor Salcedo Towers, 169 H. V. Dela Costa St., Makati City, by email ([email protected]) not later than June 10, 2021, 5:00 P.M. Makati City, 19 April 2021. Note: CBS’ Preliminary Information, Definitive Information Statement (DIS) and the explanation of each agenda item can be accessed through CBS’ website, www.cbs.com.ph immediately upon approval by the Securities and Exchange Commission (SEC) of the Bank’s DIS. Atty. ARTURO JOSE M. CONSTANTINO III AVP & Corporate Secretary CS-GEN-018 (Revised 12/2019) EXPLANATION OF AGENDA ITEMS 1. Call to Order Chairman Ricardo R. Chua will welcome the stockholders and guests and formally begin the 2021 annual meeting of stockholders of China Bank Savings, Inc. 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. Arturo Jose M. Constantino III, Corporate Secretary, will certify the date the notice of meeting with the information statement was posted in the Bank’s website, www.cbs.com.ph for the information of the stockholders of record as of May 15, 2021and Securities and Exchange Commission (SEC), adopting for now the SEC Notice on Alternative Mode of Notice and Distribution of IS – 20 – Preliminary and Definitive Information Sheets, issued on March 16, 2021, and in accordance with the China Bank By-laws, and the SEC rules and regulations, and the dates such notice was published in newspapers of general circulation. 3. Certification of Quorum Atty. Constantino will certify the existence of quorum. A meeting where the stockholders holding a majority of the outstanding capital stock of China Bank Savings, Inc. are present virtually via electronic device or Zoom Platform, shall constitute a quorum and competent to transact business. 4. Approval of the Minutes of the Annual Meeting of Stockholders on August 13, 2020, and Special Meeting of Stockholders on December 17, 2020 Stockholders will be asked to approve the minutes of the Annual Stockholders' Meeting held on August 13, 2020 and the Special Stockholders’ Meeting held on December 17, 2020, which contain, among others, the annual report to stockholders and approval of financial statements, ratification of all acts of the Board of Directors, Executive Committee, other committees and Management, during the fiscal year 2020 and immediately preceding the meeting, election of the Board of Directors, appointment of external and internal auditors, The minutes may be accessed through China Bank Savings, Inc. website, www.cbs.com.ph. 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 can be accessed through the Bank’s website before the meeting. 6. Approval of the Audited Financial Statements for the year ended December 31, 2020 Stockholders will be provided information about the financial position, performance and changes in financial position of the Bank. The financial statements will be included in the Information Statement and can be accessed through the Bank’s website prior to the meeting. 1 7. Ratification of all acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2018, including the ratification of related party transactions All acts of the Board of Directors, Executive Committee, and other Committees, during the year 2020, including the ratification of related party transactions, 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. The list of nominees, with their profiles, will be included in the Information Statement to be posted in the above-mentioned Bank’s website prior to the meeting. 9. Appointment of External Auditors The stockholders will be asked to ratify the selection by the Audit Committee and Board of auditors. 10. Other Matters All matters that arise after the notice, agenda, and information statement have been posted in the above-mentioned Bank’s website 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 2 P R O X Y That I/We, the undersigned stockholder/s of China Bank Savings, Inc. (“CBS”), do hereby appoint ________________________________ or in his absence, the Chairman of the meeting, as my/our proxy, to represent me/us and vote all shares of stocks registered in my/our name, at the Annual Meeting of Stockholders of China Bank on June 17, 2021, Thursday, and at any of the adjournments and postponements thereof, for the purpose of acting on the following matters: 1. Re-election of Directors 4. Approval of Financial Statements for the year ended December 31, 2020 ___ Vote for all nominees listed below: ____Yes ____No ____Abstain Ricardo R. Chua Rosemarie C. Gan Nancy D. Yang Herbert T. Sy 5. Ratification of all acts of the Board of Directors, Executive William C. Whang Patrick D. Cheng Committee, Management, and all other Committees for the James Christian T. Dee year 2020 Philip S. L. Tsai [Independent Director] Margarita L. San Juan [Independent Director] ____Yes ____No ____Abstain Claire Ann T. Yap (Independent Director) Genaro V. Lapez (Independent Director) 6. Appointment of Sycip Gorres Velayo & Co. as external auditors ___ Withhold authority for all nominees listed above ____Yes ____No ____Abstain ___Withhold authority to vote for the nominees listed below: ___________________ ________________ 7. Notation of Related Party Transaction Reports ____________________ ________________ ____Yes ____No ____Abstain ____________________ ________________ _____________________ ________________ 8. Such other matters as may properly come before the meeting ____Yes ____No ____Abstain 2. Approval of Minutes of the August 13, 2020 (Regular) and December 17, 2020 (Special) Annual Meeting of Stockholders ____Yes ____No ____Abstain 3. Approval of 2020 Annual Report ____Yes ____No ____Abstain This proxy should be received by the Corporate Secretary on or before June 10, 2021, the deadline for submission of proxies.