COVER SHEET A 1 9 9 7 - 9 5 8 7 S.E.C Registration Number C I T Y S T A T E S A V I N G S B A N K I N C . (Company’s Full Name) C I T Y S T A T E C E N T R E B U I L D I N G 7 0 9 S H A W B O U L E V A R D P A S I G C I T Y (Business Address: No. Street City/ Town / Province) ARIEL V. AJESTA 8 4 7 0 - 3 3 3 3 Contact Person Company Telephone Number 1 2 3 1 1 7 - A .. Month Day FORM TYPE Month Day Fiscal Year Annual Meeting G S E D Secondary License Type, If Applicable C R M D Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned ______________________________________ File Number LCU ______________________________________ Document I.D Cashier S T A M P S SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2020 2. SEC Identification Number A1997-9587 3. BIR Tax Identification No. 005-338- 421-000 4. Exact name of issuer as specified in its charter Citystate Savings Bank, Inc. 5. Makati City, Metro Manila, Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. Citystate Centre Building, 709 Shaw Boulevard, Pasig City 1600 . Address of principal office Postal Code 8. ____ (632) 8470-3333_______________ ____________________________________ Issuer's telephone number, including area code 9. _____NA_____________________________________________________________ Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding Common Shares 100,000,000 11. Are any or all of these securities listed on a Stock Exchange. Yes [] No [ ] If yes, state the name of such stock exchange and the classes of securities listed therein: Philippine Stock Exchange Common Stock 1 12. Check whether the issuer: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports); Yes [ ] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [ ] No [ ] 13. State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value of the voting stock held by non-affiliates of the registrant amounted to P157,821,290 representing 15,782,129 common shares valued at the current market price of P8.48 per share. Non-affiliates are assumed to be individuals who directly invested with the registrant. APPLICABLE ONLY TO ISSUERS INVOLVED IN INSOLVENCY/SUSPENSION OF PAYMENTS PROCEEDINGS DURING THE PRECEDING FIVE YEARS: 14. Check whether the issuer has filed all documents and reports required to be filed by Section 17 of the Code subsequent to the distribution of securities under a plan confirmed by a court or the Commission. Yes [ ] No [] DOCUMENTS INCORPORATED BY REFERENCE 15. If any of the following documents are incorporated by reference, briefly describe them and identify the part of SEC Form 17-A into which the document is incorporated: (a) Any annual report to security holders; Part II, Item 7. Financial Statements. 2 PART I - BUSINESS AND GENERAL INFORMATION ITEM 1. BUSINESS Citystate Savings Bank, Inc. (CSBI) was registered with the SEC on May 20, 1997 with authorized capital stock of P1.0 billion divided into 100,000,000 common shares at a par value of P10.00 per share. The Monetary Board of the BSP granted the bank a license to operate as a thrift bank on August 7, 1997. Thereafter, CSBI began its banking operation on August 8, 1997. Aside from the traditional products and services offered by a thrift bank, CSBI offers a wide range of banking services, such as but not limited to innovative deposit products and services, cash management, onsite/offsite ATM facilities, corporate and retail banking, and treasury services. These products and services are marketed bank wide through its thirty (30) branches/offices established mostly in Metro Manila and some in provincial branches. The bank caters to the needs of corporate, middle market and retail clients. In its credit and financing business, the bank provides a venue for consumer/personal loans by accepting jewelry for instant cash loans, aside from its own lending activities of servicing commercial loans, real estate and development loans, auto loan financing, salary loans, agricultural loans and a host of other financial services. At present, the bank’s distribution network for its products and services is carried out through its network of thirty (30) branches/offices comprised of twenty one (21) in Metro Manila, three (3) in Bulacan, one (1) in Dagupan, one (1) in Batangas, one (1) in Urdaneta, Pangasinan, one (1) in Cebu City, one (1) in Puerto Princesa City, Palawan and one (1) in Sta. Rosa City, Laguna . These branches are each manned by a Business Manager as marketing head and supported by branch operations officer and staff. The bank also has a total of thirty seven (37) ATMs installed on sites and off sites and fully operational twenty-four (24) hours a day. In the development of new products and services, the bank relied mainly with internal talents from its marketing department and no specific amount was spent to conceptualize customer-centric products and services. For marketing purposes, the bank can tap the customers and employees of its related parties. Loans granted and deposit accounts of related parties maintained in the bank are treated uniformly like any other client of the bank. Loans granted to its directors, officers, stockholders or related interests (DOSRI) are subject to Bangko Sentral ng Pilipinas (BSP) examination and reportorial requirements. More information on the related party transactions are found in ITEM 12 of this report. The bank was officially included in the list of Government Securities Eligible Dealers (GSEDs) and was allowed to participate in the electronic auction of government securities through the Automated Debt Auction Processing Systems (ADAPS). Pursuant to further enhancing the bank’s delivery system, the Bangko Sentral ng Pilipinas (BSP) authorized CSBI to operate an FCDU and to perform trust and other fiduciary business on November 08, 2006. In terms of manpower complement, CSBI employs two hundred fifty-six (256) personnel 3 as of December 31, 2020. At present, there is no existing labor union in the Bank and there is no collective bargaining agreement (CBA) between Management and employees as both parties maintain very cordial relationships since the start of the bank operation. Therefore, the Bank is not at all threatened by any labor dispute with its employees. For its supplemental benefits to its employees, CSBI grants to all regular and probationary employees a Christmas bonus on top of the 13th month pay mandated by the government. All regular employees as of December 31 of the previous year are granted an annual medicine and optical allowance of Php2,500.00 paid every January of each year. Furthermore, all employees are covered by a hospitalization insurance plan under the Group Term Insurance Policy of Fortune Medicare and life insurance under the Group Life Insurance Program of Fortune Life Insurance. The bank also offers in-house training for officers and staff; performance-based merit increases; and job promotions. PATENTS, TRADEMARKS LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENT OR LABOR CONTRACTS INCLUDING DURATION None RISK MANAGEMENT Risk is an integral part of the Bank’s business activities and sound risk management is essential in attaining its mission and vision. Comprehensive policies and procedures were developed and implemented to identify, assess, mitigate, monitor, and manage the various types of risk involved the Bank’s activities. These risks include credit, market, interest rate, liquidity, operations, legal, and compliance. The Bank is committed to ensure high level of risk awareness throughout the organization to maximize profit and minimize unexpected losses. RISK MANAGEMENT SYSTEM AND STRUCTURE The Bank has established control mechanisms at various levels within the firm to ensure high standards of risk management. Department heads have the primary responsibility for managing risks. They regularly review activities and material changes to ensure that significant risks are identified, monitored, and managed throughout the firm and that appropriate control procedures are in place. To accomplish this, the Bank has established a risk management process. The Bank has established a Risk Oversight Committee to assist in monitoring and reviewing the Bank’s risk management practices. The Risk Oversight Committee was created to manage and monitor specific risks, review the risk monitoring and risk management policies and procedures relating to the Bank’s credit risk profile, bank practices, pricing of consumer and commercial loans and reserve adequacy, legal enforceability and operational and systems risks. In addition, the Internal Audit Department which also reports to the Board of Directors, periodically examines and evaluates the Bank’s operation and control environment. While no risk management system can ever be absolutely complete, the goal of the Risk Oversight Committee is to make certain that risk-related losses occur within acceptable, 4 predefined levels.