We Are Pleased to Furnish Your Good Office with a Copy Of
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March 20, 2019 PHILIPPINE STOCK EXCHANGE, INC. Disclosure Department 6F PSE Tower One Bonifacio High Street 28th Street corner 5th Avenue Bonifacio Global City Taguig City Attention: MS. JANET A. ENCARNACION Head - Disclosure Department PHILIPPINE DEALING & EXCHANGE CORP. 37/F Tower 1, The Enterprise Center 6766 Ayala Avenue cor Paseo de Roxas Makati City Attention: ATTY. JOSEPH B. EVANGELISTA Head- Issuer Compliance and Disclosure Department Gentlemen: 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. Thank you. Very truly yours, ALEXANDER C. ESCUCHA Senior Vice President & Head Investor & Corporate Relations Group CHINA BANKING CORPORATION 8745 Paseo de Roxas corner Villar Street, Makati City, Philippines Tel. No. 885-5555 • Fax No. 815-3169 • www.chinabank. P R O X Y That I/we, the undersigned stockholder/s of CHINA BANKING CORPORATION (“China Bank”), 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 May 2, 2019, Thursday, and at any of the adjournments and postponements thereof, for the purpose of acting on the following matters: 3. Approval of Annual Report 1. Election of Directors ___ Yes ___ No ___ Abstain ___ Vote for all nominees listed below: Hans T. Sy Harley T. Sy 4. Approval of financial statements for the year ended Gilbert U. Dee Jose T. Sio December 31, 2018 William C. Whang Alberto S. Yao* Peter S. Dee Margarita L. San Juan* ___ Yes ___ No ___Abstain Joaquin T. Dee Philip S.L. Tsai* Herbert T. Sy Angeline Ann H. Hwang* *Independent 5. Ratification of all acts of the Board of Directors, Executive Committee, Other Committees, and Management, including ___ Withhold authority for all nominees listed above ratification of related party transactions ___ Withhold authority to vote for the nominee/s ___ Yes ___ No ___Abstain listed below: ____________________ ____________________ 6. Appointment of SyCip Gorres Velayo & Co. as external auditors ____________________ ____________________ ___ Yes ___ No ___ Abstain ____________________ ____________________ 7. Delegation to the Board of Directors of Power to Amend By-laws 2. Approval of Minutes of the May 3, 2018 Annual Meeting of Stockholders ___ Yes ___ No ___ Abstain ___ Yes ___ No ___ Abstain 8. Such other matters as may properly come before the meeting ___ Yes ___ No ___ Abstain This proxy should be received by the Corporate Secretary on or before April 25, 2019, the deadline for submission of proxies. This proxy shall continue until such time as the same is withdrawn by me/us through notice in writing, or superseded by subsequent proxy, delivered to the Secretary at least three (3) business days before any scheduled meeting, but shall not apply in instances where I/we personally attend the meeting, or be effective beyond five (5) years from date hereof. This proxy is not required to be notarized, and when properly executed, will be voted in the manner as directed herein. If no direction is made, this proxy will be voted “for” the election of all nominees and “for” the approval of the matters stated above and “for” such other matters as may properly come before the meeting in the manner described in the information statement and/or as recommended by Management or the Board of Directors. IN WITNESS WHEREOF, I/we have hereunto set my/our hand/s in ____________________ this __________ day of __________, 2019. SIGNED IN THE PRESENCE OF: __________________________________ ___________________________________ Signature of Stockholder/s __________________________________ ___________________________________ Name/s in Print Annex “A” EXPLANATION OF AGENDA ITEMS 1. Call to Order Chairman Hans T. Sy will welcome the stockholders and guests and formally begin the 2019 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 the notice of meeting with the information statement was sent to stockholders of record as of March 21, 2019 and to the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE), in accordance with the China Bank by-laws and the SEC and PSE rules and regulations, and the date such notice was published in a newspaper of general circulation. 3. Certification of Quorum Atty. Morando will certify 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 competent to transact business. 4. Approval of the Minutes of the Annual Meeting of Stockholders on May 3, 2018 Stockholders will be asked to approve the minutes of the stockholders' meeting held on May 3, 2018, 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 2017 and immediately preceding the meeting, election of the Board of Directors, appointment of external and internal auditors, amendment of the articles of incorporation and by-laws to increase the number of directors from 11 to 12, and announcement of the declaration of cash dividends. The minutes may be accessed through China Bank website, www.chinabank.ph. Copies of the minutes will also be provided to the stockholders before 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 before the meeting. 6. Approval of the Audited Financial Statements for the year ended December 31, 2018 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 to be sent 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 2018, including the ratification of related party transactions All acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2018, 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 sent to the stockholders 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. Delegation to the Board of Directors of Power to Amend By-laws The Board resolution delegating the amendments of by-laws to the Board of Directors, will be presented to the stockholders for their approval. 11. 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. 12. 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. 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: 000-444-210-000 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, 2019 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, 2019 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 Common 2,685,899,812 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. 1 1 A. GENERAL INFORMATION 1. Date, Time and Place of Meeting of Security Holders Date : May 2, 2019 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, 2019 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 80 of the Revised Corporation Code of the Philippines (Republic Act No.