We Are Pleased to Furnish Your Good Office with a Copy of Our SEC Form 20 Information Statement Preliminary (Pursuant to Section
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March 15, 2018 PHILIPPINE STOCK EXCHANGE, INC. 3/F Philippine Stock Exchange Plaza Ayala Triangle, Ayala Avenue Makati City Attention: MR. JOSE VALERIANO B. ZUÑO III OIC - Disclosure Department PHILIPPINE DEALING & EXCHANGE CORP. 37/F Tower 1, The Enterprise Center 6766 Ayala Avenue cor Paseo de Roxas Makati City Attention: MS. ERIKA GRACE C. ALULOD 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 Preliminary (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. 1 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) 1 1 F 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 4 2 0 - I S 0 5 0 3 Month Day FORM TYPE Month Day Annual Meeting Secondary License Type, If Applicable C F D Dept. Requiring this Doc. Amended Articles Number / Section Total Amount of Borrowings 1,933 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier Enclosures: China Bank MC No. 451692 for P7,575.00 dated February 23, 2018 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 2 3 Annex “A” EXPLANATION OF AGENDA ITEMS 1. Call to Order Chairman Hans T. Sy will welcome the stockholders and guests and formally begin the 2018 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 22, 2018 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 quorum and shall be competent to transact business. 4. Approval of the Minutes of the Annual Meeting of Stockholders on May 4, 2017 Stockholders will be asked to approve the minutes of the stockholders' meeting held on May 4, 2017, 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 2016 and immediately preceding the meeting, election of the Board of Directors, appointment of external and internal auditors, amendment of the articles of incorporation to increase the authorized capital stock of the Bank from P25 Billion to P33 Billion, 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, 2017 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 2017, including the ratification of related party transactions All acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2017, 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. 4 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 sent out 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. 5 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 3, 2018, 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, 2017 ___ Vote for all nominees listed below: ___ Yes ___ No ___ Abstain Hans T. Sy Harley T. Sy Gilbert U. Dee Jose T. Sio 5. Ratification of all acts of the Board of Directors, Executive William C. Whang Alberto S. Yao [Independent] Committee, Other Committees, and Management, including Peter S. Dee Roberto F. Kuan [Independent] ratification of related party transactions Joaquin T. Dee Margarita L. San Juan [Independent] Herbert T. Sy ___ Yes ___ No ___Abstain ___ Withhold authority for all nominees listed above 6. Appointment of SyCip Gorres Velayo & Co. as external auditors ___ Withhold authority to vote for the nominees ___ Yes ___ No ___ Abstain listed below: 7. Such other matters as may properly come before the ____________________ ____________________ meeting ____________________ ____________________ ___ Yes ___ No ___ Abstain ____________________ ____________________ 2. Approval of Minutes of the May 4, 2017 Annual Meeting of Stockholders ___ Yes ___ No ___ Abstain 3. Approval of Annual Report ___ Yes ___ No ___ Abstain This proxy should be received by the Corporate Secretary on or before April 26, 2018, 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 __________, 2018. SIGNED IN THE PRESENCE OF: __________________________________ ___________________________________ Signature of Stockholder/s __________________________________ ___________________________________ Name/s in Print 6 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 3, 2018 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 2, 2018 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 : P632,744,019,264.02 Common 2,685,899,812 Long Term : P35,047,992,136.60 11.