2015 minutes of the as m cjlk;hina

8/19/2019 2015 Minutes of the as m Cjlk;hina

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MINUTES

OF THE 2015 ANNUAL MEETING OF STOCKHOLDERSOF CHINA BANKING CORPORATION

Held at the Penthouse, China Bank Building

8745 Paseo de Roxas cor. Villar St., Makati CityMay 7, 2015 at 4:00 p.m.

Directors Present:

Mr. Hans T. Sy - Chairman of the Board, Chairman of Executive and Compliance Committees, and Member ofNominations, Risk Management, Compensation or Remuneration, and Corporate GovernanceCommittees

Mr. Gilbert U. Dee - Vice Chairman of the Board, and Member of Executive, Risk Management, and Compensationor Remuneration Committees

Mr. Ricardo R. Chua - Director, President & Chief Executive Officer, and Member of Executive and Trust Investment

CommitteesMr. Peter S. Dee - Director, and Member of Executive Committee

Mr. Joaquin T. Dee - Director, Chairman of Risk Management Committee, and Member of Executive, Audit,Nominations, Compliance, and Corporate Governance Committees

Mr. Dy Tiong - Independent Director, Chairman of Nominations Committee, and Member of Audit,Compensation or Remuneration, and Related Party Transaction Committees

Mr. Herbert T. Sy - Director, and Member of Trust Investment Committee

Mr. Harley T. Sy - Director, and Member of Trust Investment Committee

Mr. Alberto S. Yao - Independent Director, Chairman of Audit and Related Party Transaction Committees, andMember of Nominations, Compliance, Risk Management, Compensation or Remuneration,and Corporate Governance Committees

Mr. Roberto F. Kuan - Independent Director, Chairman of Compensation or Remuneration, and CorporateGovernance Committees, and Member of Nominations and Related Party TransactionCommittees

Mr. Jose T. Sio - Director, and Chairman of Trust Investment Committee

Director Absent:

None

Also Present:

Mr. Henry Sy, Sr. - Honorary Chairman of the Board, and Advisor to the Board

Atty. Corazon I. Morando - Corporate Secretary

Mr. Alexander C. Escucha - Head of the Investor and Corporate Relations Group

Ms. Marilyn G. Yuchenkang - Chief Audit Executive

Ms. Vicky Lee Salas - SyCip Gorres Velayo & Co. (SGV) Partner-in-Charge, External Auditor


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I. CALL TO ORDER

After welcoming stockholders and guests to the Bank’s 2015 annual stockholders’ meeting, theChairman of the Board, Mr. Hans T. Sy, called the meeting to order and presided over the same. Atty.Corazon I. Morando, Corporate Secretary, took the minutes of the proceedings.

II. ROLL CALL

Mr. Hector B. Holgado moved that the reading of the list of stockholders present in person or byproxy be dispensed with, in order to abbreviate the proceedings. There being no objection, the motionwas duly seconded.

The list of the stockholders present in person or by proxy with their respective number of shares ishereto attached as Annex “A”.

III. CERTIFICATION OF QUORUM

The Chairman asked the Corporate Secretary about the presence of quorum.

The Corporate Secretary announced that out of 1,716,414,317 total subscribed and outstandingshares of the Bank, the holders of 1,370,409,445 shares representing 79.84% or more than 2/3 of theoutstanding capital stock of the Bank are present either in person or by proxy. The Corporate Secretarytherefore certified to the existence of a quorum competent to transact business.

The Corporate Secretary also informed the stockholders and guests that in addition to thepresence of the Bank’s transfer agent, Stock Transfer Service, Inc. (STSI), representatives from SyCipGorres Velayo & Co. (SGV) were in attendance at the meeting to independently count and validate thevotes cast at the meeting. Ballots were distributed to the stockholders or their representatives duringthe registration in accordance with the procedures stated in the information statement.

IV. PROOF OF NOTICE OF MEETING

The Chairman next asked the Corporate Secretary about the sending of the notice of meeting tostockholders.

Mr. Allan W. Ocho - SGV Advisory Partner, Independent Validator of Votes

Ms. Aileen A. Uy - SGV Advisory – Risk Services, Risk Director, Independent Validator of Votes

Mr. Antonio M. Lavinia - Stock Transfer Service, Inc., Transfer Agent

Stockholders present in person or represented by proxy:

1,370,409,445 shares (See Annex A for list of stockholders and other attendees)


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The Corporate Secretary reported that the Notice of Meeting and Information Statement (SECForm 20-IS) were sent to the stockholders of record on March 30 and 31, 2015. Likewise, these weresent to the Securities and Exchange Commission (SEC) and Philippine Stock Exchange (PSE) on March20 and 23, 2015, respectively. Finally, the Notice of Meeting with Explanation of Agenda Items waspublished in The Philippine Star, a newspaper of general circulation, on March 31, 2015.

The Corporate Secretary certified that the foregoing materials were sent in compliance with theBank’s By-Laws and the law and rules and regulations of SEC and PSE.

V. READING AND APPROVAL OF MINUTES OF THE 2014 ANNUAL MEETING OF STOCKHOLDERS

The Chairman then proceeded to the next item in the Agenda, which is the approval of minutes ofthe stockholders’ meeting held on May 8, 2014. A summary of the minutes was included in theInformation Statement sent in advance to the stockholders; and copies of the minutes, which can alsobe accessed through the Bank website www.chinabank.ph , were also made available and/or providedto the stockholders prior to the meeting to allow them the opportunity to raise any question,comment or view arising therefrom.

There being no objection or matter raised in relation to the minutes, on motion of Mr. Ordon P.Maningding, the reading of the minutes of the annual meeting of stockholders held on May 8, 2014was dispensed with and all matters included therein were considered complete and accurate, andwere thereby approved for all intents and purposes, with the following breakdown of votes:

Opinion Votes castPercentage

(Based on shares present orrepresented at the meeting)

For - 1,370,359,442 - 99.996%Against - 50,003 - 0.004%Abstain - 0 - 0.000%

VI. ANNUAL REPORT & FINANCIAL STATEMENTS

Mr. Anthony B. Fama moved that the printed Annual Report given to the stockholders inattendance, and the Information Statement (SEC Form 20-IS) and the Financial Statements for the yearended December 31, 2014 attached thereto, distributed and sent out to stockholders, be approved.

There being no question, comment or objection, the motion of Mr. Fama was seconded andcarried, with the following breakdown of votes:



Annual ReportFor - 1,370,409,445 - 100.000%Against - 0 - 0.000%Abstain - 0 - 0.000%


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Financial StatementsFor - 1,370,409,445 - 100.000%Against - 0 - 0.000%Abstain - 0 - 0.000%

VII. RATIFICATION OF ALL ACTS OF THE BOARD OF DIRECTORS, EXECUTIVE COMMITTEE, OTHERCOMMITTEES, AND MANAGEMENT

On motion made by Ms. Ma. Hildelita P. Alano and duly seconded, all acts of the Board ofDirectors, which include the approvals for the increase in the Bank’s capital stake and contributedsurplus in Manulife China Bank Life Assurance Corporation from 5% to 40%; additional capital infusionto China Bank Savings, Inc. and Planters Development Bank as prescribed by the regulators; andestablishment of and investment in an Investment House subsidiary to be named China Bank CapitalCorporation, subject to the requirements of relevant regulatory agencies; approval of related partytransactions discussed in pages 15 – 16 of the Information Statement and in Note 28 of the AuditedFinancial Statements; and all the acts of the Executive Committee and of the various committees ofthe Bank and Management, during the fiscal year 2014 and immediately preceding this stockholders’meeting, were approved, confirmed and ratified for all intents and purposes. The breakdown of voteswas as follows:



For - 1,370,409,445 - 100.000%Against - 0 - 0.000%Abstain - 0 - 0.000%

VIII. ELECTION OF THE BOARD OF DIRECTORS

The Chairman then announced that the next item in the agenda was the election of eleven (11)members of the Board of Directors for the ensuing year.

On motion made by Ms. Evelyn T. Alameda and duly seconded, the eleven (11) nominees,including the three (3) nominees for independent directors, listed in pages 12-13 of the InformationStatement distributed to the stockholders, were declared duly elected directors.

The votes cast were as follows:

Name of DirectorType ofDirector Votes Cast

Percentage(Based on shares present orrepresented at the meeting)

For - 1,370,322,270 - 99.994%Against - 87,175 - 0.006%Hans T. Sy DirectorAbstain - 0 - 0.000%


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For - 1,370,322,270 - 99.994%Against - 87,175 - 0.006%Abstain - 0 - 0.000%

X. APPROVAL/RATIFICATION OF THE DECLARATION OF 8% STOCK DIVIDEND AND 10% CASHDIVIDEND

The Body next considered the stock and cash dividends earlier declared by the Board in itsmeeting on May 7, 2015.

Upon motion of Ms. Belenette C. Tan duly made and seconded, the following resolutions wereapproved by more than 2/3 of the outstanding capital stock of the Bank –

‘WHEREAS, on May 7, 2015, the Board of Directors of this Corporation approved thefollowing resolutions:

‘RESOLVED, that subject to the ratification or confirmation by at least 2/3 ofthe outstanding capital stock of the Bank at the scheduled regular annualstockholders’ meeting on May 07, 2015, a cash dividend of 10% equivalent toP1.00 per share and a stock dividend of 8% to come from the unissued shares ofthe Bank, are hereby declared, the dates of record and payment/issuance ofwhich shall be set by the Board of Directors upon approval and/or verification ofsuch declaration by the Bangko Sentral ng Pilipinas, and the approval in principleof the listing of stock dividend by the Securities and Exchange Commission and/orthe Philippine Stock Exchange.

RESOLVED FURTHER, that under the 8% stock dividend declaration, thedocumentary stamps shall be for the Bank’s account, and any fractional sharesresulting from such stock dividend, shall be rounded-up to one (1) share.

RESOLVED ALSO, that the Board be authorized, as it is hereby authorized, tomake such approval/s or amendment/s to these resolutions as may be necessaryto comply with any other requirements of the regulatory offices.

RESOLVED FINALLY, that the Corporate Secretary and/or Assistant CorporateSecretary be authorized, as they are hereby authorized, to give notice of theforegoing approvals to the regulatory offices concerned.”

‘NOW, THEREFORE, BE IT RESOLVED, that the stockholders of this Corporationapprove, as they hereby approve en toto , the resolutions of the Board of Directors during

their special meeting on May 7, 2015 as above-quoted, approving the 10% cash dividendequivalent to P1.00 per share and 8% stock dividend, among others.

‘BE IT RESOLVED FINALLY, that the Board of Directors and/or any of the Corporation’sExecutive Officer/s is fully empowered and authorized to do such other act/s as may benecessary or required by the regulatory agency/ies concerned to carry into effect the cashand stock dividends hereby declared.’


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The votes for the foregoing matters were broken down as follows:



Percentage(Based on total

outstanding shares)

For - 1,364,595,774 - 99.576% - 79.503%Against - 5,813,671 - 0.424% - 0.339%Abstain - 0 - 0.000% - 0.000%

XI. OTHER MATTERS

The Chairman opened the floor and gave the stockholders the opportunity to ask questions orraise comments or concerns.

Mr. Philip Turner stood up and asked to be updated on the Bank’s compliance with the globalstandards on chip-based payment cards.

SVP and Chief Information Officer Alexander C. Escucha answered that the Bank’s credit cardsfrom the start already bear the EMV chip technology, compliant with the global standards for credit,debit and ATM cards. In addition, steps to install anti-skimming devices have been made to furtherprovide protection against fraudulent transactions. He added that about 70% of the Bank’s ATMmachines are also already EMV compliant, while the Board has approved the replacement andupgrade of the remaining 25%.

Another matter which stockholder Turner wished to be clarified on, related to the demonetizationof notes. Mr. Escucha explained that he had clarified with the office of the Bangko Sentral ng Pilipinas(BSP) Deputy Governor Diwa Guinigundo about this. BSP announced that the process ofdemonetization of old banknotes had commenced on January 1, 2015 as part of its objective ofpreserving the integrity of the Philippine currency. He went on to explain that for the year 2015, thepublic may continue to use the old banknotes in their transactions up to December 31, 2015. FromJanuary 1, 2016 up to December 31, 2016, the public may no longer use the notes, but they will still beallowed to exchange these old notes with authorized financial institutions. Starting January 1, 2017,the public can no longer use or exchange the old notes, as they shall be considered demonetized andwill no longer have any monetary value. Mr. Escucha further stated that the branches have alreadystarted to retain the old notes deposited and issue new ones for withdrawals; and the Bank’sinformation campaign on this will include inserts in the statements of accounts, messages in our ATMscreens and also notices on the teller counters.

Finally, Mr. Turner questioned the current practice of banks of retaining the physical checks aftertransaction; he felt that this may raise problems especially in legal cases where the physical checks arerequired to be presented in court.

President & CEO Ricardo R. Chua recalled that the original checks are given back to theoriginating/issuing bank. Nonetheless, he assured the stockholder that should he need to have theoriginal check for legal purposes, the Bank can make it available to him. He also recalled that a checktruncation project is in the works, where the electronic image of a check will be sufficient basis forclearing. The Bank will closely monitor the developments and inform the stakeholders accordingly.


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XII. ADJOURNMENT

There being no other business to transact or matter raised by the stockholders, and upon motionmade by Ms. Evelyn T. Alameda and duly seconded, the meeting was adjourned at 4:18 p.m.

In behalf of the Board of Directors and Management, the Chairman thanked the stockholders fortheir continued support. Then, he invited the stockholders and guests to partake in the meriendaprepared for the occasion.

(Original Signed)HANS T. SY

Chairman of the Board and of the Meeting

Attested by:

(Original Signed)ATTY. CORAZON I. MORANDO

Secretary of the Meeting

2015 minutes of the as m cjlk;hina

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