COVER SHEET 4 0 5 2 4 SEC Registration Number M A C R O A S I A C O R P O R A T I O N (Company’s Full Name) 1 2 t h F l o o r , P N B A l l i e d B a n k C e n t e r , 6 7 5 4 A y a l a A v e n u e , M a k a t i C i t y (Business Address: No. Street City/Town/Province) AMADOR T. SENDIN 840-2001 (Contact Person) (Company Telephone Number) 1 2 3 1 2 0 - I S 0 7 1 5 Month Day (Form Type) Month Day (Calendar Year) (Annual Meeting) NA (Secondary License Type, If Applicable) MSRD Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings 861 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. ANNUAL STOCKHOLDERS’ MEETING JULY 15, 2016 Kachina Room, Century Park Hotel, 599 P. Ocampo Sr. Street, Malate, Manila DEFINITIVE INFORMATION STATEMENT PROXY KNOW ALL MEN BY THESE PRESENTS: The undersigned, a stockholder of MACROASIA CORPORATION (“Corporation”), hereby constitutes and appoints _________________________ with power of substitution, to be his/her/its true and lawful Attorney, agent, and proxy to attend and represent the undersigned and to vote all shares registered his/her/its name in the books of the Corporation or owned by the undersigned, at the Annual Stockholders’ Meeting of the Corporation on Friday, 15 July 2016 at 3:00 P.M. at the Kachina Room, Century Park Hotel, 599 Pablo Ocampo Sr. Street, 1004 Malate, Manila and any adjournment thereof as fully to all intents and purposes as the undersigned might do if present and acting in person. Hereby giving and granting unto my said attorney, agent, and proxy full and complete power and authority to do every act and thing whatsoever necessary or requisite to be done in and about the premises, as fully to all intents and purposes as I could do if personally present and acting in person, hereby ratifying and confirming all that everyone of them shall lawfully do or cause to be done under and by virtue hereof, and hereby revoking any proxy or proxies to vote said shares heretofore given by me to any person or persons whomsoever. In case of the non-attendance of my proxy above-named at said meeting, I authorize and empower the Chairman of the Meeting or the President of the Corporation to fully exercise all rights as my proxy at such meeting. I hereby confirm and ratify any and all acts lawfully done by my proxy pursuant thereto. Date : ______________ __________________________ Signature Over Printed Name TABLE OF CONTENTS INFORMATION REQUIRED IN INFORMATION STATEMENT……………………………… 1 A. General Information….……………………..…………………………………………………………………………………………….. 1 B. Control and Compensation Information……..…………………………………………………………………………………… 2 C. Issuance and Exchange of Securities……….……………………………………………………………………………………… 13 D. Other Matters…………………………………………………………………………………………..…………………………………… 14 ANNEX A: DIRECTORS AND EXECUTIVE OFFICERS……………………………………….… 19 Board of Directors…………………………………………………………………………………………………………………………….... 19 Executive Officers……………………………………..…………………………..………………………………………………………...… 22 ANNEX B: NATURE AND SCOPE OF BUSINESS……………………….…………….………… 24 ANNEX C: MANAGEMENT’S DISCUSSION AND ANALYSIS (MD&A).……………….… 32 ANNEX D: SECURITIES OF THE REGISTRANT…..…….………................................... 47 A. Market for Issuer’s Common Equity and Related Stockholder Matters…………………………………………… 47 B. Description of Registrant Securities………………………………………………………………………………………………… 50 MINUTES OF THE PREVIOUS ANNUAL STOCKHOLDERS’ MEETING……………….… 52 CERTIFICATE OF QUALIFICATION OF INDEPENDENT DIRECTORS………………..….. 65 CERTIFICATION FOR DIRECTORS AND EXECUTIVE OFFICERS………………………….. 66 STATEMENT OF MANAGEMENT RESPONSIBILITY………………..…….………………….. 67 AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND NOTES 2016 FIRST QUARTER REPORT A. GENERAL INFORMATION Any references in this Information Statement to “the Parent Company” or “the Corporation” mean MacroAsia Corporation and references to “MacroAsia Group” or “the Group” mean MacroAsia Corporation and its subsidiaries/affiliates. Item 1. Date, Time and Place of Meeting of Security Holders The meeting will be on July 15, 2016 at 3:00 P.M. at the Kachina Room, Century Park Hotel, 599 P. Ocampo Sr. Street, 1004 Malate, Manila. The complete mailing address of the Corporation is: 12th Floor, PNB Allied Bank Center, 6754 Ayala Avenue, Makati City, Philippines The approximate date on which the Information Statement is first to be sent or given to Security Holders is June 24, 2016. THE PARENT COMPANY IS NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY Item 2. Dissenters’ Right of Appraisal Under Title X of the Corporation Code of the Philippines, any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in the following instances: (i) any amendment to the articles of incorporation which 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; (ii) extending or shortening the term of corporate existence; (iii) any sale, lease, exchange, transfer, mortgage, pledge or other disposition of all or substantially all of the corporate property and assets; and (iv) merger or consolidation. The appraisal right may be exercised by any stockholder who shall have voted against the proposed corporate action, by making a written demand on the Corporation within thirty (30) days after the date on which the vote was taken for payment of the value of his shares. If the proposed corporate action is implemented or effected, the Corporation shall pay to such stockholder, upon surrender of the certificate or certificates of stock representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation in anticipation of such corporate action. No payment shall be made to dissenting stockholder unless the Corporation has unrestricted retained earnings in its books to cover such payment. None of the proposed corporate actions of the Corporation qualifies as an instance, which allows the exercise by the stockholders of their appraisal rights. Item 3. Interest of Certain Persons in or Opposition to Matters to be Acted Upon (a) No director or officer of the Corporation, nominee for election as director or associate of the foregoing persons, have any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon, other than election to office. (b) No director of the Corporation has informed in writing that they intend to oppose any action to be taken by the Corporation at the meeting. Information Statement Annual Stockholders’ Meeting 1 B. CONTROL AND COMPENSATION INFORMATION Item 4. Voting Securities and Principal Holders Thereof (a) MacroAsia Corporation has 1,233,404,000 common shares outstanding as of May 31, 2016. All outstanding common shares of the registrant as of the record date are entitled to vote at the Annual Stockholder’s Meeting. Each share is entitled to one (1) vote. (b) The record date for purposes of determining the stockholders entitled to vote is June 15, 2016. (c) A stockholder entitled to vote at the meeting shall have the right to vote in person or by proxy the number of shares registered in his name in the stock transfer book of the Corporation for as many persons as there are directors to be elected. Each stockholder shall have the right to cumulate said shares and give one nominee 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 cumulative voting principle among as many nominees as he shall see fit; provided, that the number of votes cast by a stockholder shall not exceed the number of his shares multiplied by the number of directors to be elected. No discretionary authority to cumulate votes is solicited. (d) Security Ownership of Certain Record & Beneficial Owners & Management 1. Security Ownership of Certain Record and Beneficial Owners of more than 5% of Registrant’s Securities as of May 31, 2016 are: Title of Name, Address of Record Name of Beneficial Owner Citizenship No. of % of Class Owner and Relationship with and Relationship with Shares Held Class Issuer Record Owner COMMON PCD Nominee Corporation Various Clients1 37th Floor, Tower I, The Filipino 201,032,461 16.30% Enterprise Center 6766 Ayala Avenue, Makati City (Shareholder) COMMON PAL Holdings, Inc. (formerly Trustmark Holdings Corp. Filipino 88,000,000 7.13% Baguio Gold Holdings Corp.) (Shareholder)2 7th Flr. PNB Allied Bank Center 6754 Ayala Ave., Makati City Susan T. Lee4 (Shareholder) COMMON PCD Nominee Corporation Various Clients1 Non- 86,417,007 7.01% 37th Floor, Tower I, The Filipino Enterprise Center 6766 Ayala Avenue, Makati City (Shareholder) COMMON Conway Equities, Inc. Melito K. Tan, President3 Filipino 85,110,000 6.90% 4 3 10 Quezon Avenue, Quezon City Orville C. Go. Jr. , Treasurer Dinah T. Paginag, Corporate Secretary3 Information Statement Annual Stockholders’ Meeting 2 1 PCD Nominee Corp. (PCD) is a registered owner of certain shares in the books of the Parent Company’s transfer agent in the Philippines. The beneficial owners of such shares are PCD’s participants, who hold shares on their behalf or in behalf of their clients. PCD is a private corporation organized by major institutions actively participating in Philippine capital markets to implement an automated book-entry system of handling securities transactions in the Philippines. The securities are voted by the trustee’s designated officers who are not known to the Parent Company. None of the PCD Nominee Corporation (Filipino and Non-Filipino) account beneficially owns 5% or more of the Parent Company’s outstanding common shares.