16 March 2012 MS. JANET A. ENCARNACION Head, Disclosure
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16 March 2012 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 First Vice President & Corporate Information Officer 1 COVER SHEET 8745 Paseo de Roxas cor. Villar St., 1226 Makati City 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 2 2 0 - I S 0 5 0 5 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 2,035 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier S T A M P S Remarks: Please use BLACK ink for scanning purposes SECURITIES AND EXCHANGE COMMISSION SEC FORM 20-IS INFORMATION STATEMENT PURSUANT TO SECTION 20 OF THE SECURITIES REGULATION CODE 1. Check the appropriate box: [ X ] 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, 2012 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 3, 2012 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 : P212,158,991,881.00 Common 117,987,668 Long Term : P11,036,912,282.00 11. Are any or all of registrant’s securities listed in a Stock Exchange? Yes [X ] No [ ] The above common shares are listed in the Philippine Stock Exchange. 3 A. GENERAL INFORMATION 1. Date, Time and Place of Meeting of Security Holders Date : May 3, 2012 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 3, 2012 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 81 of The Corporation Code (B.P. Blg. 68): (a) in case any amendment to the articles of incorporation has the effect of changing or restricting the rights of any stockholder or class of shares, or of authorizing preferences in any respect superior to those of outstanding shares of any class, or of extending or shortening the term of corporate existence; (b) in case of sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets; and (c) in case of merger or consolidation. There are no matters or proposed corporate actions included in the agenda of the meeting which may give rise to the exercise by a security holder of the right of appraisal. However, should any proposed corporate action be passed upon at the meeting which may give rise to the right of appraisal, any stockholder who votes against the proposed corporate action may avail himself of the right of appraisal by making a written demand on the Bank within thirty (30) days after the meeting for the payment of the fair value of his shares. In order to perfect such right, the stockholder shall follow the procedures as described under Sections 81 to 86 of The Corporation Code. 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon No director, officer, nominee for election as director, or any associate of the foregoing persons, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon as contained in the agenda of the meeting other than election to office. No director has informed the Bank in writing that he intends to oppose any action to be taken as contained in the agenda of the meeting. B. CONTROL AND COMPENSATION INFORMATION 4. Voting Securities and Principal Holders Thereof (a) Class of Voting Securities: 117,987,668 common shares entitled to vote as of March 22, 2012 (b) Record Date: Stockholders of record as of March 28, 2012 are entitled to notice of and vote at the meeting (c) Nomination and Election of Directors and Independent Directors and Manner of Voting: In accordance with Sections 23 and 27 of The Corporation Code, Section 15 of The General Banking Law (R.A. No. 8791), Section 38 of The Securities Regulation Code, Section 38.1 of the Amended Implementing Rules and Regulations of the Securities Regulation Code, and Section X141 of the Manual of Regulations for Banks, the Bank’s Nominations and Corporate Governance Committees adopted rules governing the nomination and election of directors. The rules pertinently state that the nomination forms shall be submitted to any of the members of the Committees or 4 to the Corporate Secretary on or before March 8, 2012. The rules likewise state that the Committees shall pre-screen the qualifications of the nominees and prepare a final list of candidates, indicating the nominees for independent directors. As to the manner of voting, Article III, Section 7 of the Bank’s By-Laws specifies that any stockholder who is not delinquent in his subscription shall be allowed to vote either in person or by proxy executed in writing by the stockholder or his duly authorized attorney-in-fact in accordance with the requirements of existing rules and regulations. Following Section 24 of The Corporation Code, a stockholder may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit, provided that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Bank multiplied by the whole number of directors to be elected. (d) Security Ownership of Certain Record and Beneficial Owners and Management (i) Record and beneficial owners holding 5% or more of voting securities as of February 29, 2012: Name of Beneficial Owner Title of Name, Address of Record Owner & No. of & Relationship with Record Citizenship Percentage Class Relationship with Issuer Shares Held Owner Sysmart Corporation Henry Sy, Sr. 10th Floor L.V. Locsin Bldg., Common (Indirect ownership) Filipino 17,448,136 14.788% 6752 Ayala Avenue, Makati City Stockholder Stockholder SM Investments Corporation Henry Sy, Sr. 10th Floor L.V. Locsin Bldg., Common (Indirect ownership) Filipino 19,526,951 16.550% 6752 Ayala Avenue, Makati City Stockholder Stockholder PCD Nominee Corporation * 37th Floor, Tower I, The Enterprise Various Common Center, 6766 Ayala Ave. corner Non-Filipino 27,801,461 23.563% stockholders/clients Paseo de Roxas, Makati City Stockholder PCD Nominee Corporation * 37th Floor, Tower I, The Enterprise Various Common Center, 6766 Ayala Ave. corner Filipino 12,005,238 10.175% stockholders/clients Paseo de Roxas, Makati City Stockholder * Based on the list provided by the Philippine Depository and Trust Corp. to the Bank’s transfer agent, Stock Transfer Service, Inc., as of 29 February 2012, only The Hongkong and Shanghai Banking Corporation Ltd. holds 5% or more of the Bank’s securities at 25,373,674 or 21.505%. Mr. Henry Sy, Sr. is the record and beneficial owner of the following common shares as of February 29, 2012: No. of Shares Held Percentage Direct Holdings: 1,152,359 0.98% Indirect Holdings: Holdings from various brokers 1,246,817 1.06% Indirect ownership in SM Investments Corporation, Shoemart and Sysmart Corporation 11,757,042 9.96% Total 14,156,218 12.00% 5 Mr. Henry Sy, Sr.’s family is known to have substantial holdings in Shoemart, Inc., SM Investments Corporation and Sysmart Corporation and, as such, could direct the voting or disposition of the shares of said companies.