Securities and Exchange Commission Ground Floor, North Wing Hall, Secretariat Building PICC Complex, Vicente Sotto Street 1307 Pasay City
Total Page:16
File Type:pdf, Size:1020Kb
25 November 2020 Corporate Governance and Finance Department Securities and Exchange Commission Ground Floor, North Wing Hall, Secretariat Building PICC Complex, Vicente Sotto Street 1307 Pasay City For: Atty. Rachel Esther J. Gumtang-Remalante Director Subject: CBS Special Stockholders’ Meeting Dear Atty. Remalante, We respectfully submit the Bank’s Preliminary Information Statement relative to our scheduled special stockholders’ meeting to be held on 17 December 2020. The special meeting is being called for to elect the Bank’s 4th Independent Director in the person of Ms. Claire Ann T. Yap. This is in compliance to the Bangko Sentral ng Pilipinas’ regulation to have four (4) independent directors in observance of strict and enhanced corporate governance among corporations. Ms. Claire Ann T. Yap is already a member of the Board of China Banking Corporation, parent bank of China Bank Savings, Inc. She was screened and nominated to the position and has been certified to have passed the fit and proper test conducted by the Bank’s Corporate Governance and Nomination Committees. Further, may we request that considering the urgency of this matter, we will send the notices to our stockholders with information that the filed PIS and DIS with SEC, together with this letter, can be accessed through our official website www.cbs.com.ph. Very truly yours, Atty. Odel S. Janda Acting Corporate Secretary CS-GEN-018 (Revised 12/2019) C O V E R S H E E T SEC Registration Number 0 0 0 0 0 0 1 6 9 6 2 C O M P A N Y N A M E C H I N A B A N K S A V I N G S , I N C . PRINCIPAL OFFICE( No. / Street / Barangay / City / Town / Province ) C B S B u i l d i n g , 3 1 4 S e n . G i l J . P u y a t A v e n u e , M a k a t i C i t y Secondary License Type, If Form Type Department requiring the report Applicable I S - 2 0 S E C N / A C O M P A N Y I N F O R M A T I O N Company’s Email Address Company’s Telephone Number Mobile Number [email protected] 8-988-95-55 N/A No. of Stockholders Annual Meeting (Month / Day) Fiscal Year (Month / Day) rd 1,545 3 Thursday of June 12/31 CONTACT PERSON INFORMATION The designated contact person MUST be an Officer of the Corporation Name of Contact Person Email Address Telephone Number/s Mobile Number Atty. Odel S. Janda [email protected] 8-812-7588 N/A CONTACT PERSON’s ADDRESS CBS Building, 314 Sen. Gil J. Puyat, Makati City CERTIFICATION I, Atty. Odel S. Janda is a duly authorized representative of China Bank Savings, Inc.with SEC registration number 16962 with principal office at CBS Building, 314 Sen. Gil J. Puyat Avenue, Makati City, do hereby certify and state that: 1) The China Bank Savings, Inc. will comply with the guidelines for the alternative filing of reports and/or documents through electronic mail with the Securities and Exchange Commission through Corporate Governance and Finance Department (CGFD) issued on March 30, 2020 in light of the imposition of an Enhanced Community Quarantine and Stringent Social Distancing Measures over Luzon to prevent the spread of the 2019 Coronavirus Disease (COVID-2019). 2) The information contained in the Preliminary Information Statement of China Bank Savings, Inc. filed on November 25, 2020 are true and correct to the best of my knowledge. 3) On behalf of China Bank Savings, Inc., I hereby undertake to a) submit hard or physical copies of Board approved matters with certification, b) pay the filing fees (where applicable) c) pay the penalties due (where applicable) d) other impositions (where applicable), within ten (10) calendar days from the date of the lifting of the Enhanced Community Quarantine period and resumption of SEC’s normal working hours. 4) I am fully aware that non-submission of hard/physical copies of reports as well as certification that they refer to one and the same document submitted online, within ten (10) calendar days from the lifting of the Enhanced Community Quarantine period and resumption of SEC’s normal working hours, shall invalidate the reports, applications, compliance, requests and other documents submitted via email. Hence, the corresponding penalties under existing rules and regulations of the Commission shall apply without prejudice to the imposition of penalties under Section 54 of the Securities Regulation Code and other applicable existing rules and regulations for failure to comply with the orders of the Commission. 5) I am executing this certification on November 25, 2020 to attest to the truthfulness of the foregoing facts and for whatever legal purpose it may serve. Atty. ODEL S. JANDA Acting Corporate Secretary SSS ID No. 03-5319983-3 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS Please be notified that China Bank Savings, Inc. will have a special meeting on December 17, 2020, Thursday at 10:00 AM purposely to elect its 4th independent director. Due to the current pandemic the whole nation is encountering, the special meeting of the stockholders of China Bank Savings, Inc. will be conducted virtually via Zoom. Agenda: 1. Call to Order 2. Proof of Notice of Meeting 3. Certification of Quorum 4. Election of 4th Independent Director 5. Other Matters 6. Adjournment Stockholders of record as of December 10, 2020 shall be entitled to notice of and vote at the meeting. The stock and transfer books of CBS will be closed from December 10 to 17, 2020. Because of the present situation, stockholders may only attend the meeting by remote communication through an online live broadcast and exercise their right to vote in absentia by appointing a proxy. There will be audio and video recordings of the meeting. Stockholders intending to participate by remote communication and exercise the right to vote in absentia should notify the Bank by sending an e-mail to [email protected] appointing a proxy on or before December 14, 2020. All information submitted shall be subject to verification and validation of the Corporate Secretary. After verification and validation, an e-mail containing their log-in-details for the online participation/attendance shall be sent to the stockholders. Stockholders who have successfully registered and been duly verified can access the online livestreaming of the special stockholders’ meeting and vote in absentia by appointing a proxy. Stockholders intending to participate by appointing a proxy should submit their proxy forms to the Office of the Corporate Secretary at the 26th Floor Salcedo Towers, 169 H. V. Dela Costa St., Makati City, by email ([email protected]) not later than December 14, 2020, 4:00 P.M. Makati City, 20 November 2020 Note: CBS’ Definitive Information Statement can be accessed through CBS’ website, www.cbs.com.ph. Atty. ODEL S. JANDA First Vice President & Acting Corporate Secretary CS-GEN-018 (Revised 12/2019) EXPLANATION OF AGENDA ITEMS 1. Call to Order Chairman Ricardo R. Chua will welcome the stockholders and guests and formally begin the 2020 special meeting of stockholders of China Bank Savings, Inc. 2. Proof of Notice of Meeting Atty. Odel S. Janda, Acting Corporate Secretary, will certify the date the notice of meeting with the information statement was posted in the Bank‘s website, in accordance with the China Bank Savings, Inc.’s By-laws, and the date such notice was published in two newspapers of general circulation. 3. Certification of Quorum Atty. Janda will certify the existence of quorum. A meeting where the stockholders holding a majority of the outstanding capital stock of China Bank Savings, Inc. are present either by proxy, through remote communication or in absentia shall constitute a quorum and be competent to transact business. Stockholders intending to participate by remote communication and exercise the right to vote in absentia should notify the Bank by sending an e-mail to [email protected] and register through the Bank‘s online registration system on or before December 14, 2020. All information submitted shall be subject to verification and validation of the Corporate Secretary. After verification and validation, an email containing their log-in details for the online voting system shall be sent to the stockholders. The procedures for online registration and verification, online voting in absentia, and participation in the meeting through remote communication are set forth in the Information Statement which can be accessed through China Bank Savings, Inc.’s website, www.cbs.com.ph. 4. Election of Independent Director. The Chairman of the Nomination and Corporate Governance Committees will present the nominee for election as independent director and as a member of the Board of Directors. The name of the nominee and her profile are provided in the Information Statement posted in the Bank‘s website. 5. Other Matters All matters that arise after the notice, agenda, and information statement have been published may be presented for the consideration of the stockholders. Other businesses as may properly come before the stockholders may also be raised. 6. 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. P R O X Y That I/We, the undersigned stockholder/s of China Bank Savings, Inc. (“CBS”), 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 December 17, 2020, and at any of the adjournments and postponements thereof, for the purpose of acting on the following matters: 1.