02 April 2020 PHILIPPINE STOCK EXCHANGE, INC. Disclosure
Total Page：16
File Type：pdf, Size：1020Kb
02 April 2020 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. Phlippine Dealing System Holdings Corp. & Subsidiaries 29th Floor, BDO Equitable Tower 8751 Paseo de Roxas, Makati City Telephone Number: 8884-4446 ATTENTION: ATTY. MARIE ROSE M. MAGALLEN-LIRIO Head – Issuer Compliance and Disclosure Department Mesdames: We are pleased to furnish your good office with a copy of our SEC 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. Respectfully yours, ALEXANDER C. ESCUCHA 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) 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 4 0 2 2 0 - I S 0 5 0 2 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 1,894 Total No. of Stockholders Domestic Foreign To be accomplished by SEC Personnel concerned File Number LCU Document ID Cashier Enclosures: China Bank MC No. 516066 for P7,575.00 dated March 12, 2020 Notice of Annual Stockholders’ Meeting with Explanation (Annex “A) Annexes “A” to “F” to the Information Statement S T A M P S 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 2020 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 20, 2020 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, by proxy, through remote communication or in absentia shall constitute a quorum and be competent to transact business. 4. Approval of the Minutes of the Annual Meeting of Stockholders on May 2, 2019 Stockholders will be asked to approve the minutes of the stockholders' meeting held on May 2, 2019, 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 2018 and immediately preceding the meeting, election of the Board of Directors, appointment of external auditor, delegation to the Board of Directors of power to amend by-laws, 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 year 2019. 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, 2019 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 2019, including the ratification of related party transactions All acts of the Board of Directors, Executive Committee, other Committees, and Management during the year 2019, including the ratification of related party transactions, will be presented to the stockholders for their approval and ratification. 8. Election of the Directors The Chairman of the Nominations Committee and/or Corporate Governance Committee 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 provided in the Information Statement to be sent to the stockholders prior to the meeting. 3 9. Appointment of External Auditor The stockholders will be asked to ratify the selection by the Audit Committee and Board of the auditors of the China Bank. 10. Amendment of By-laws The Board resolution of March 25, 2020 amending the By-laws in order to update and clarify processes and practices of the business and comply with the requirements of the Revised Corporation Code of the Philippines and the Bangko Sentral ng Pilipinas‟ Manual of Regulations for Banks, 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 The undersigned stockholder of CHINA BANKING CORPORATION (“China Bank”) hereby appoints ____________________________________________ or in his absence, the Chairman of the meeting, as proxy, to present and vote all shares of stocks registered in his/her/its name as proxy of the undersigned stockholder, at the Annual Meeting of Stockholders of China Bank on May 7, 2020, Thursday, and at any of the adjournments and postponements thereof, for the purpose of acting on the following matters: 1. Election of Directors 3. Approval of Annual Report ___ Vote for all nominees listed below: ___ Yes ___ No ___ Abstain Hans T. Sy Harley T. Sy 4. Approval of audited financial statements for the year Gilbert U. Dee Jose T. Sio Ended December 31, 2019 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* 5. Ratification of all acts of the Board of Directors, *Independent Executive Committee, other Committees, and Management, including ratification of related party ___ Withhold authority for all nominees listed above transactions ___ Withhold authority to vote for the nominee/s ___ Yes ___ No ___Abstain listed below: ____________________ ____________________ 6. Appointment of SyCipGorresVelayo& Co. as external ____________________ ____________________ auditor ____________________ ____________________ ___ Yes ___ No ___ Abstain 2. Approval of Minutes of the May 2, 2019 Annual Meeting of Stockholders 7. Amendment of By-laws ___ 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 30, 2020, the deadline for submission of proxies. This proxy shall continue until such time as the same is withdrawn by the stockholder 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 the stockholder personally attends the meeting in person and expresses his/her intention to vote in person. No proxy shall be valid and 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. SIGNED IN THE PRESENCE OF: __________________________________ ______________________________________ Signature of Stockholder/ Authorized Signatory __________________________________ ___________________________________ Printed Name of Stockholder _____________________________________ Date 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: 000-444-210-000 6. Address of principal office: China Bank Bldg., 8745 Paseo de RoxasPostal Code: 1226 cor. Villar St., Makati City 7. Registrant‟s telephone number, including area code: (632) 888-55555 8. Date, time and place of the meeting of security holders: Date: May 7, 2020 Time: 4:00 p.m.