3Rd Floor Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue, Makati City
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22 March 2016 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 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) 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 Preliminary Information Statement 0 3 1 6 2 0 - I S 0 5 0 7 Month Day FORM TYPE Month Day Annual Meeting Secondary License Type, If Applicable C F D M R D Dept. Requiring this Doc. Amended Articles Number / Section Total Amount of Borrowings 1,978 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier Enclosure: China Bank MC# 405256 for P5,050.00 dated March 3, 2016 Notice of Annual Stockholders‘ Meeting with Explanation (Annex A) S T A M P S Annexes ―A‖ to ―F‖ to the Information Statement Remarks: Please use BLACK ink for scanning purposes 1 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 2016 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 23, 2016 and to the Securities and Exchange Commission (SEC) and the Philippine Stock Exchange (PSE), in accordance with China Bank by-laws and 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 a 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 7, 2015 Stockholders will be asked to approve the minutes of the stockholders' meeting held on May 7, 2015, which contain, among others, the annual report to stockholders and approval of financial statements, ratification of all acts of the Board of Directors and all acts of the Executive Committee and of the various committees of the Bank and Management, during the fiscal year 2014 and immediately preceding the meeting, election of the Board of Directors, appointment of external and internal auditors, and approval/ratification of the declaration of stock and 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 Financial Statements for the year ended December 31, 2015 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 2015, including the ratification of related party transactions. All acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2015, 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. 3 9. Appointment of External Auditors The stockholders will be asked to ratify the Audit Committee‘s and Board‘s selection of auditors. 10. Amendment of the Third Article of the Articles of Incorporation to Extend the Corporate Term The Board resolution of March 2, 2016, amending the Third Article of the Articles of Incorporation to extend the corporate term of the Bank for 50 years from July 20, 2020 (the expiry date of its extended term), 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. 4 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 5, 2016, Thursday, and at any of the adjournments and postponements thereof, for the purpose of acting on the following matters: 1. Election of Directors 4. Approval of financial statements for the year ended December 31, 2015 ___ Vote for all nominees listed below: ___ Yes ___ No ___Abstain Hans T. Sy Harley T. Sy Gilbert U. Dee Jose T. Sio Ricardo R. Chua Dy Tiong [Independent] 5. Ratification of all acts of the Board of Directors, Peter S. Dee Alberto S. Yao [Independent] Executive Committee, Other Committees, and Joaquin T. Dee Roberto F. Kuan [Independent] Management, including ratification of related party Herbert T. Sy transactions ___ Yes ___ No ___ Abstain ___ Withhold authority for all nominees listed above ___ Withhold authority to vote for the nominees 6. Appointment of SyCip Gorres Velayo & Co. as listed below: external auditors ____________________ ____________________ ___ Yes ___ No ___ Abstain ____________________ ____________________ 7. Amendment of the Third Article of the Articles of ____________________ ____________________ Incorporation to Extend the Corporate Term ___ Yes ___ No ___ Abstain 2. Approval of Minutes of the May 7, 2015 Annual Meeting of Stockholders 8. Such other matters as may properly come before the ___ Yes ___ No ___ Abstain meeting ___ Yes ___ No 3. Approval of Annual Report ___ Yes ___ No ___ Abstain This proxy should be received by the Corporate Secretary on or before April 29, 2016, 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 __________, 2016. SIGNED IN THE PRESENCE OF: __________________________________ ___________________________________ Signature of Stockholder/s __________________________________ ___________________________________ Name/s in Print 5 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 5, 2016 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, 2016 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 : P431,626,439,520 Common 1,853,728,497 Long Term : P 36,029,618,176 11.