SEC NUMBER 00016962 File Number ___________

CHINABANK SAVINGS, INC. (Company’s Full Name)

6772 AYALA AVENUE MAKATI CITY (Company’s Address)

Tel. No. 988-9555 (Telephone No. of the Corporation)

SEC FORM 17 – A (Form Type)

N/A .

Secondary License Type and File Name

SECURITIES AND EXCHANGE COMMISSION

SEC FORM 17 - A

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ANNUAL REPORT PURSUANT TO SECTION 17

OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended : December 31, 2012 2. SEC Identification Number : 000016962

3. BIR Tax Identification Code : 000-504-532

4. Exact Name of Registrant as

Specified in its charter : CHINA BANK SAVINGS, INC.

5. Province, country or other jurisdiction or organization : Makati City, Philippines

6. Industry Classification Code : (SEC Use Only)

7. Address of principal office : 6772 Ayala Avenue, Makati City

8. Registrants telephone number including area code : 988-9555

9. Former Name or former address, if changed since last report: N/A

10. Securities registered pursuant to Section 8 and 12 of the Code and Section 4 and 8 of the RSA (information on the number of shares and amount of debt is applicable only to corporate registrants):

11. Are any or all of the registrant’s securities listed on a stock exchange?

Yes ( ) No ( / ) 12. Check whether the issuer:

(a) has filed all the reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding twelve (12) months (or for such shorter period that the registrant was required to file such reports)

Yes ( / ) No ( )

(b) Has been subject to such filing requirements for the past ninety (90) days. Yes ( / ) No ( )

Title of Each Class Number of Shares Outstanding or Amount of Debt Outstanding

Common Shares 8,794,590

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PART I – BUSINESS AND GENERAL INFORMATION Item 1 - Description of Business Item 2 - Properties Item 3 - Legal Proceedings Item 4 - Submission of Matters to Vote of Security Holders

PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5 - Market Registrant’s Common Equity and related

Stockholders Matter Item 6 - Management’s Discussion and Analysis or Plan of Operation Item 7 - Financial Statements Item 8 - Information on Independent Accountant and other Related

Matters

PART III – CONTROL AND COMPENSATION INFORMATION

Item 9 - Directors and Executive Officers of the Registrants Item 10 - Executive Compensation Item 11 - Security Ownership of Certain Beneficial Owners and

Management Item 12 - Certain Relationship and Related Transaction Item 13 - Corporate Governance

PART IV – EXHIBITS AND SCHEDULES

Item 14 - Exhibits and Reports on SEC Form 17 – C (Current Report) SIGNATURES EXHIBITS AND ANNEXES

PART 1 – BUSINESS AND GENERAL INFORMATION

Item 1. DESCRIPTION OF BUSINESS

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(1) Business Development ChinaBank Savings, Inc., is a private, stock corporation engaged in the business of savings and mortgage banking and is also authorized to engage in the business of trust company, FCDU operations and to act as government securities dealer. It provides the public with loans, deposit and trust services. Originally incorporated in 1960 bearing the name “The Manila Banking Corporation”, the Bank launched its business as a commercial bank until it was closed in May 1987. It reopened for business to the public as a thrift bank on June 26, 1999 in accordance with the Monetary Board (MB) No. 512 dated April 21, 1999.

In 2007, The Manila Banking Corporation was acquired by China Banking Corporation and to better reflect its ownership and pedigree as a subsidiary of China Bank, it was renamed China Bank Savings, Inc. with approval from both the Bangko Sentral ng Pilipinas (BSP) and the Securities and Exchange Commission (SEC) on July 16, 2008. The new name was publicly unveiled on September 8, 2008 at the Main branch along Ayala Avenue, thereby bringing the bank a cornerstone presence along the country’s main business corridor and boosting its competitive abilities in the exciting retail banking market.

Subsequent to the acquisition, the Bank’s existing 26 branches (along with a substantial number of unopened branches), together with their assets and liabilities were transferred to China Bank, decimating its branch network to just the Main branch located along Ayala Avenue in Makati City. The transfer of assets and liabilities and branches became imperative to rationalize the branch networks of both banks, integrate the support units of China Bank Savings into CBC, as permitted by regulations, and develop a business model which optimizes growth and capitalizes on the business opportunities and strengths made available to a savings bank becoming a subsidiary of a universal bank. On March 25, 2010, the SEC approved the renewal of its corporate existence for another fifty (50) years, from and after May 23, 2010, the expiry date of the original term of its existence with the grant by the SEC of the Certificate of Filing of Amended Articles of Incorporation (Amending Article IV) by extending the term of its corporate existence.

In 2012, given that China Bank Savings lacked a defining brand image that differentiated it from China Banking Corporation, the Bank underwent a re-branding exercise in order to strengthen its identity in the thrift bank industry. Together with a first-rate advertising agency as branding consultant, the new China Bank Savings was launched last July 2012. The new logo that shows “CBS” gives the savings bank its own identity from the mother bank while the spelled out “China Bank Savings” suggests credibility and bigness. The statement “a subsidiary of China Banking Corporation” shows stability and strength.

With this new look comes a new vision and mission for the Filipinos. As a thrift bank, CBS’ purpose is to help every citizen to reach their dream of prosperity. With this, the management came up with a vision: Prosperity for the Filipinos. A new mission was formulated to compliment the bank’s commitment to its clients, “Working to uplift your standards of living”. The origin of this commitment came from the idea that most rich families in the country were not born wealthy. They had to work and strive hard to reach their present luxurious life. With this, CBS greatly believes that by continuously providing innovative products and services to its clients, they can uplift customers’ standards of living. To compliment the new commitment of China Bank Savings to its consumers, CBS has transformed “easy banking for you” to becoming the institution that’s “Madaling Kausap”.

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To provide existing and potential clients convenience and security, a redesigned and reenergized website www.cbs.com.ph was unveiled last July. To further strengthen CBS’ promise of Madaling Kausap, Easi-Funds Personal Loans was initially launched last August 13 in Metro Manila and Greater Luzon areas. On September 13, it was officially available nationwide.

Total resources of the Bank ended 2012 at P9.590 Billion up by 72.38% from previous year. Net loans and receivables ended 109% higher from P2.144 Billion to P4.484 Billion, bannered by commercial and SME loans which leaped by 227% from P542 Million to P1.777 Billion. Housing loans almost tripled, while personal loans doubled. Auto loans which had the biggest base grew modestly. Combined, consumer loans were up 86.66% from P1.374 Billion to P2.566 Billion. Meantime, total deposits grew by P3.88 Billion to P8.32 Billion, 87.5% higher than the previous year.

In the same year, CBS expanded its branch network nationwide from twenty five (25) in 2011 to thirty three (33) branches. (2) Business of Issuer (a) Description of Registrant (i) Principal Products and Services ChinaBank Savings, Inc. offers a wide range of products on deposits, loans, and other bank services that cater to the needs of corporate, middle, retail and consumer markets, to wit: DEPOSIT PRODUCTS Savings Account: Easi-Save Passbook; Easi Save ATM, Easi-Save Loaded, Easi-Save for Kids, Easi-Save Basic Current Account: Easi-Checking Account, Easi-Checking Diary Time Deposit: Easi-Earn, Easi-Earn High-Five Dollar Deposit: Dollar Savings Account, Dollar Time Deposit DEPOSIT SERVICES Payroll Services; Deposit/Pick-up Services; Bills Payment; ATM Services: Bills Payment, Fund Transfer, Balance Inquiry, Deposit/Withdrawal LOANS PRODUCTS AND SERVICES Commercial & Industrial Loans: Working Capital Loans (Omnibus Credit, Revolving Credit, Domestic Bills Purchase & Rediscounting Lines), Enduser/Individual Housing Loan, Development Loan, Loan Syndication. Consumer Loans: Auto/Transport Loans, Housing Loans, and Personal Loans. TRUST SERVICES Unit Investment Trust Funds, Investment Management, Escrow, Safekeeping; Personal Trust: Living Trust, Insurance Trust; Corporate Trust: Employee Benefit trust, Trusteeship of Pre-need Trust Fund and Perpetual Care Trust. FOREIGN SERVICES Foreign Remittances; Domestic Remittances; Foreign Exchange ONLINE BANKING Internet Banking; Mobile Banking; ATM Banking; Bills Payment; Fund Transfer

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OTHER SERVICES Cashier’s And Gift Checks; Safety Deposit Boxes (ii) Percentage of sales or revenues and net income contributed by foreign sales (broken down into major markets such as western Europe, Southeast Asia, etc.) for each of the last three years; Not applicable.

(iii) Distribution Methods of the products and services

These products and services are marketed and distributed across multiple distribution channels: thirty three (33) branches nationwide with the same number of Automated Teller Machines (ATMs), enabling access to more than 4,000 ATMs nationwide of BancNet, Megalink, Expressnet, Encash, Nationlink, eCTK networks, e-Banking channels such as CBS Online via www.cbs.com.ph and Mobile Banking available through subscribers of all three major telecommunication companies, as well as the Trust Department. Auto loan products and services are channeled thru various auto dealers and agents, the branch network, and strategic business centers, as well the newly established alternative channels. Housing loans are primarily sourced from selected real estate developers, brokers, tie-up with remittance outfits targeting OFWs. Personal Loans are mainly made available with the support from eight (8) accredited sales agencies nationwide. The Bank gained ground in Commercial and SME loans through a pool of account officers and direct marketing in branches to sell the products. BRANCHES (As of January 31, 2013) METRO MANILA BRANCHES (with ATMs) 1. AYALA MAIN BRANCH – Ground Floor, VGP Center, 6772 Ayala Avenue, Makati City 2. QUEZON AVE. BRANCH – Ground Floor, G.J. Building, 385 Quezon Ave., Quezon City 3. ALABANG HILLS BRANCH – Ground Floor, Alabang Commercial Citi Arcade, Don Jesus Blvd.,

Cupang, Muntinlupa City 4. KALOOKAN BRANCH – Augusto Bldg. Rizal Ave., Grace Park, Kalookan City 5. GREENHILLS-WILSON BRANCH – 219 Wilson St., Greenhills, San Juan 6. MARIKINA BRANCH – 33 Bayan-Bayanan Ave., Brgy. Concepcion Uno, Marikina City 7. PATEROS BRANCH – 500 Elisco Rd., Sto. Rosario, Pateros, Taguig City 8. LAS PIÑAS BRANCH – Ground Floor, Parco Supermarket, J. Aguilar Ave. (formerly CAA Rd.),

Las Piñas City 9. LAS PINAS-ALMANZA UNO – Ground Floor, Aurora Arcade Center, Alabang-Zapote Road,

Almanza Uno, Las Pinas City 10. MCKINLEY HILL BRANCH – U-B Commerce & Industry Plaza, Mckinley Town Center, Fort

Bonifacio Global City, Taguig City 11. VALENZUELA BRANCH – 385 McArthur Highway, Malinta, Valenzuela City 12. FILINVEST CORPORATE CITY BRANCH – BC Group Bldg., East Asia Drive near corner

Commerce Ave., Filinvest Corporate City, Alabang, Muntinlupa City

PROVINCIAL BRANCHES (with ATMs) 1. SAN FERNANDO BRANCH – KHY Trading Building, San Fernando-Gapan Road, San Fernando

City, Pampanga 2. LIPA BRANCH – Ground Floor, Tibayan Building 1705 CM Recto Ave. cor. Rizal St., Lipa City 3. DAGUPAN BRANCH – Ground Floor, Lyceum-Northwestern University, Tapuac District,

Dagupan City

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4. CABANATUAN – Km 115 Cagayan Valley Road, Maharlika Highway corner Sanciangko St., Cabanatuan City

5. BATANGAS CITY – Miriel’s Place, National Road, Pallocan West, Batangas City 6. BAGUIO BRANCH – Upper Ground Floor, KDC Building, 91 Marcos Highway, Baguio City 7. CALAMBA – HK Building II, National Highway, Brgy. Halang, Calamba, Laguna 8. IMUS BRANCH – Gen Emilio Aguinaldo Highway, Anabu II, Imus, Cavite 9. DARAGA BRANCH – Rizal St., Brgy. San Roque, Daraga, Albay 10. SANTIAGO BRANCH – City Road, Centro East, Santiago City, Isabela 11. TARLAC BRANCH – RIC Building, Camiling-Baguio Bypass Rd., Tarlac City, Tarlac 12. CEBU-LAHUG BRANCH – Ground Floor, Skyrise IT Building, Barangay Apas, Lahug, Cebu City 13. BACOLOD BRANCH – SKT Saturn Building, Lacson cor. Rizal Sts., Bacolod City 14. CEBU-MANDAUE BRANCH – A. Del Rosario Ave. Mantuyong, Mandaue City, Cebu 15. CAGAYAN DE ORO BRANCH – Sergio Osmeña St., Cogon District, Cagayan De Oro City 16. DAVAO BRANCH – Ground Floor, 8990 Corporate Center, Quirino Ave., Davao City 17. ZAMBOANGA BRANCH – Nuñez Extension, Camino Nuevo, Zamboanga City 18. SAN PEDRO BRANCH – Gen-Ber Bldg. National Highway, Landayan, San Pedro, Laguna 19. SAN PABLO BRANCH – P. Zamora St. ,Brgy. VII – B, San Pablo City 20. ANGELES BRANCH – Miranda Ext. corner Asuncion St., Angeles City, Pampanga 21. NAGA CITY – RL Building, Panganiban St., Lerma, Naga City 22. SAN JOSE DEL MONTE BRANCH – Ground Floor, Giron Building, Gov. Halili Ave., Tungkong

Mangga, City of San Jose Del Monte, Bulacan 23. BACOOR BRANCH – FRC Mall, Gen. Evangelista St., Talaba V, Bacoor, Cavite 24. MALOLOS BRANCH – Canlapan Street, Sto. Rosario, Malolos City, Bulacan (iv) Status of Publicly Announced New Products or Services Last July 1, 2012, a new and improved corporate website www.cbs.com.ph was unveiled as its portal to its electronic banking services. In August 13 2012, Easi-Funds Personal Loans was initially launched to provide a new product to address the needs of the consumer market. And later on September 3, 2012, it was made available nationwide. (v) Competition The competitive landscape in the thrift banking industry has remained at the same intensified level for the last two (2) years. It is crowded by 70 thrift banks nationwide, composed of 28 Savings and Mortgage banks, 19 Private Development banks, 20 Stock Savings and Loan Associations and 3 Micro Finance-Oriented banks. Thrift banks have 627 offices nationwide. Through its wide branch network, the industry currently services over 4.9 million deposit accounts. Of the industry’s network, about 40% is accounted for by the Savings and Mortgage Banks (SMBs), 27% by the Private Development Banks (PDBs), 29% by the Stock Savings and Loan Associations (SSLAs) and 4% by Micro Finance-Oriented Banks. Bulk of the offices are located in Luzon accounting for 75%, 15% in Visayas and 10% in Mindanao. Of the 1,214 offices in Luzon, 42% and 26% are concentrated in Regions 4 (NCR) and 4-A (CALABARZON), respectively, reflecting the significant contribution of these areas in the domestic economy. In spite of the reduction in the number of thrift bank head offices to 70 from the previous year’s 71, there has been sustained branch expansion, with focus on utilizing both the traditional brick

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and mortar channels and the electronic banking platforms to further enhance the delivery of core financial products and services to a broader client base. Confidence in the industry remained high as deposit liabilities grew by 9.7% year-on-year. The thrift banks’ deposits now account for about 9% of the deposits of the entire banking system. In terms of currency mix, bulk of deposit liabilities is in pesos holding 90% of the pie while the remaining balance is filled in by dollar deposits.

Thrift banks continued to provide support to the domestic economy given the broad-based growth in loans and investment inflows to key economic sectors, particularly on the housing sector. About a third of the industry’s loan portfolio went to the real estate segment, registering 33.7% of total loan portfolio or P146.0 billion. Data culled strongly support viability of middle-income housing projects. Loans to Individuals for Consumption purposes follow at second with 24% share or P104.1 billion, while Financial Intermediation (inclusive of Interbank loans) is on the third spot at 15.5% or P67 billion. These three sectors accounted for the bulk of the industry’s total loan portfolio at 73.2%. The industry saw an expansion of credit as core lending rose by 17.3% to P425.51 Billion from year ago’s P362.81 billion reflecting sustained lending activity of the sector to its avowed niches of operation (viz: MSMEs, housing and consumer) riding on the back of positive growth in the domestic economy. Against this challenging business and regulatory milieu and despite its being still a new kid on the block after its re-launch in 2008, ChinaBank Savings climbed the ranks to 3rd from 17th in terms of total assets, from 18th to 12th in terms of total deposits, and inched up two notches from 20th to 18th in terms of net loans. The Bank remains in an ideal position to attract new customers who were looking for a financial service provider with solid backing of the strength and stability of its parent company, China Banking Corporation.

Moreover, the Bank continues to capitalize on its advancements in technology and innovation to make banking “easy” and within the customers’ reach using e-Banking services such as ATMs, CBS Online, Mobile Banking and access to its latest product - Cash Management Services. It made deeper inroads in its target markets delivering significant values to customers in the form of better deposit yields, competitive mortgage rates, lower fees, and a straightforward, streamlined business processes consistent with its avowed positioning as captured in its tag-line – “MADALING KAUSAP” coupled with commitment to excellent customer service, aggressive network expansion and its ability to give competitive rates and services.

Today, Chinabank Savings lives up to its promise of being “Madaling Kausap” by providing diverse products and services to the consumer market. To better serve Filipino smart savers and strengthen its channels nationwide, the bank will be rolling out a series of branch openings in the next few years. Additional CBS on-line services through the redesigned and reenergized company website is set to launch On-line Loan Application system.

Chinabank Savings guarantees that banking does not stop at getting customers’ ATM loan or passbook. CBS will be the kind of bank that understands every client’s needs then tailors the right solutions to them. Chinabank Savings is committed to helping Filipino consumers and entrepreneurs achieve the prosperity that they need and deserve.

(vi) Sources and availability of raw materials and the names of principal suppliers Not applicable

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(vii)Disclose how dependent the business is upon a single customer or a few customers. The Bank has no dependencies to single or group of related customers and to a few customers. The Manual of Regulation for Banks mandates the limit for single borrower (SBL) at not more than 25% of net capital accounts (BSP MORB, Sec. X303). Total loans to top 20 borrowers are only equivalent to 36% of the total loan portfolio. Aside from the regulatory limit, the Bank’s Risk Management Manual has additional tool in managing concentration such as the internal SBL that is equivalent to half (50%) of the regulatory SBL wherein any excess shall require approval from the Executive Committee and should be secured by real estate mortgage or borrower is considered as a valued client. Moreover, the Bank defined large exposures similar to BSP MORB Sec. X301.6. Exposures to counterparty or group of related counterparties equal or greater than 5% of qualifying capital are periodically evaluated and reported to determine credit worthiness of borrowers. Stress testing of large exposures is likewise performed periodically and the results are reported to the Risk Management Committee. (viii)Transaction with and/or dependence on related parties. ChinaBank Savings, Inc. has loans and other transactions with directors, officers, stockholders and related interests (DOSRI) as of 31 December 2012. (ix) Trademarks, Licenses, Franchises, etc. The Bank is operating under a thrift banking license per Monetary Board (MB) Resolution No. 512 dated April 21, 1999. (x) Need for any government approval of principal products or services The Bank’s business activities are regulated by the government agencies such as BSP, SEC and PDIC. New banking products or services to be offered within the thrift banks charter do not require prior BSP approval as a general rule.

(xi) Effects of existing or probable governmental regulations Compliance with the BSP requirements in terms of reserve, liquidity position, limits on loans exposure and other reportorial requirements are monitored. Impact assessment of recently issued regulations is being performed such as the Basel III requirements, which was considered in the capital planning exercise. (xii)Research and Development Activities For 2012, the Bank continued its conservative approach to research and development. As funds were being used up to augment resources, network expansion and manpower build up, investments in research and development were on scrimpy budget. The Bank again relied solely on homegrown talents. Through its Credit Intelligence Division (now renamed Business Intelligence Division), the Bank achieved significant milestones both on the front and back end systems/technology by implementing the following major projects: Loans Originating System (LOS) for Housing Loan; Credit Scoring Model for Housing Loan; 4th time tweaked Credit Scoring Model for Auto Loans; LOS both for Auto & Housing Loans were installed in the all CBSI branches; LOS for Auto Loan on all CBSI Business Centers; Salary Estimate for employed auto loan borrowers for quick assessment; Credit Delegation Inbox in LOS Auto Loans for fast approval by Credit Authorities; Deviation Module in LOS for automated deviation detection for improved monitoring and management of deviations and its corresponding approval level; eDocs for

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paperless document routing for auto loans processing; Accessible LOS video tutorials, manuals, and assessment questionnaires for LOS users via the intranet; System approval of P2 and P1-rated auto loan accounts without deviation and for up to P1MM amount for financing; Statistical study as basis for the approval/disapproval of selected accounts based on its credit score, deviations, and/or characteristics. Moreover, by end of 2012, its Auto Loan Credit Scoring Model has at least 72% sustained discrimination accuracy (for good & bad accounts) and better accuracy in credit risk assessments for individual auto loans which comprised at least 90% of the total auto loan portfolio.

On the distribution network picture, the average cost to establish a branch of P10.0 Million in 2011 has gone down to P9.2 Million for 2012 to 2013. However, the break-even threshold is now conservatively stretched to four (4) years at a higher minimum deposit level of P298.0 Million up from P238.0 Million with an improved deposit ratio of 20% low-cost and 80% high cost. As part of strengthening its standing in the thrift banking industry, ChinaBank Savings commenced in a re-branding exercise last November 2011. The Bank hired a top-notch Advertising Agency to assist in the rebuilding and reinforcement of ChinaBank Savings. This is backed-up by market research such as focus group discussions to guide the institution with its branding decisions. The new look and feel of ChinaBank Savings is expected to be launched in the market in mid-2012.

(xiii) Costs and effects of compliance with environmental laws Not applicable (xiv) Number of the registrant’s present employees

The Bank’s manpower grew by 51% to 479 employees, broken down into 15 senior officers, 152 junior officers and supervisors and 327 rank and file staff as of December 31, 2012. Manpower growth is skewed on the junior officers and supervisors and rank and file staffing, up by 60% and 47%, respectively. As branch expansion continues, the Bank sustained manpower built-up complementing branching openings. Few more support units staffing became imperative due to mounting loan portfolios, and little more to address past due levels. A huge manpower built up in the lending group matched the shift of portfolios from trading to loans..

(xv) Major Risk involved The Bank has established the importance in expanding and strengthening its risk management process and considered it as a vital component to the Bank’s profitability, business planning and financial stability. As part of the risk management plan, the Bank selected the risks that need to be prioritized and adopted a Risk Management Manual intended to avoid unnecessary risks, manage and mitigate unavoidable risks and maximize returns from taking acceptable risks necessary to sustain its business viability and good financial position. The major financial risks that the Bank faces are: credit risk, market risk (i.e. interest rate risk), operational risk and liquidity risk. The Bank’s risk management objective is primarily focused on controlling and mitigating these risks. The probability and severity of the risks, the magnitude of the financial instruments involved, and regulatory requirements are primary considerations to the scope and extent of the risk management processes put in place for the Bank.

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The Board of Directors (BOD) of the Bank is ultimately responsible for the oversight of the Bank’s risk management process. The BOD has delegated to the Risk Management Committee (RMC) the implementation of the risk management process which includes, among others, the development of various risk strategies and principles, control guidelines, policies and procedures, implementation of risk measurement tools, monitoring of key risk indicators, and the imposition and monitoring of risk limits. The RMC is composed of five members of the BOD with an independent director as Chairman. The Risk Management Unit (RMU) is the direct support of the RMC in the day-to-day risk management and the implementation of the risk management strategies approved by the RMC. The RMU is likewise responsible for monitoring the implementation of specific risk control procedures and enforcing compliance thereto. The RMU is also directly involved in the day-to-day risk measurement and monitoring to make sure that the Bank, in its transactions and dealings, engages only in acceptable and manageable financial risks. The RMU also ensures that risk measurements are accurately and completely captured on a timely basis in the management reporting system of the Bank. The RMU regularly reports the results of the risk measurements to Senior Management and to the RMC. The RMU is headed by a Risk Officer and supported by two Risk Analysts. Apart from RMU, each business unit has created and put in place various process controls which ensure that all the external and internal transactions and dealings of the unit are in compliance with the unit’s risk management objectives. The Internal Audit Division also plays a crucial role in risk management primarily because it is independent of the business units and reports directly to the Audit Committee which in turn is comprised of independent directors. The Internal Audit Division focuses not on the implementation of controls but on ensuring that adequate controls are in place and on monitoring compliance to controls. The regular audit covers all processes and controls, including those under the risk management framework handled by the RMU. The audit of these processes and controls is undertaken periodically. The audit results and exceptions, including recommendations for their resolution or improvement, are discussed initially with the business units concerned before these are presented to the Audit Committee. The RMC discusses risk management issues on a quarterly basis. The RMC discusses key risks and specific risk management issues that would need resolution from top management. The report on key risks includes information on the Bank’s aggregate credit exposure, market risk analysis, utilization of market and credit limits, liquidity ratios, overall loan loss provisioning and risk profile changes. Monthly reporting to RMC is also being performed particularly limits monitoring, balance sheet movements, and the regular reports on market risk, liquidity risk, earnings-at-risk and credit risk. Any changes to risk management functions are presented and discussed in the Management Committee (ManCom) prior to presentation to the RMC. Liquidity risks particularly the Maximum Cumulative Outflow and Large Fund Providers are also reported to the Assets and Liability Committee (ALCO). For interest rate risk, the earnings-at-risk report is also presented monthly to ALCO. To come up with the above reports, the Bank uses risk management tools to manage exposures resulting from changes in interest rates, foreign currencies, credit risks, and exposures arising from forecast transactions. To further mitigate risk throughout its different business and supporting units, the Bank is continuously improving the existing risk management policies and making vast improvements to existing policies. These policies further serve as the framework and set of guidelines in the creation or revisions of operating policies and manuals for each business unit. In the process design and implementation, process controls are preferred over detection

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controls. Clear delineation of responsibilities and separation of incompatible duties among officers and staff as well as among business units are reiterated in these policies. To the extent possible, reporting and accounting responsibilities are segregated from units directly involved in operations and front line activities. This is to improve the credibility and accuracy of management information. Any inconsistencies in the operating policies and manuals with the risk framework established by risk management policies are taken up and resolved in the RMC and ManCom. Monitoring and controlling risks are primarily performed based on various limits established by the top management covering the Bank’s transactions and dealings. These limits reflect the Bank’s business strategies and market environment as well as the levels of risks that the Bank is willing to tolerate. In addition, the Bank monitors and measures the overall risk bearing capacity in relation to the aggregate risk exposure across all risk types and activities. In managing operational risk, Head Office units and branches performed a risk and control self-assessment (RCSA) designed to determine the priority risk areas through assessment of inherent and residual risks. These assessments shall evaluate the adequacy of mitigating controls in place. Action plans or additional measures shall be monitored to ensure a controlled operating environment. RMU also maintained the Bank’s Centralized Loss Database wherein all reported incidents of losses shall be encoded to enable assessment of weaknesses in the processes and come up with viable improvements to avoid recurrence. To manage risk arising from Information Technology related incidents, the Bank adopted an IT Risk Management Framework. Included in the framework is the Business Continuity Plan (BCP) designed mainly to ensure minimal disruptions of services. Concentration risk arise when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Bank's performance to developments affecting a particular industry or geographical location. In order to avoid excessive concentrations of risk, the Bank recently updated its policies and procedures to include specific guidelines focusing on maintaining a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly. Credit risk is the risk of financial loss due to one party to a financial product failing to discharge an obligation. The Bank faces potential credit risks every time it extends funds to borrowers, commits funds to counterparties, guarantees the paying performance of its clients, invests funds to issuers (i.e., investment securities issued by either sovereign or corporate entities), through implied or actual contractual agreements (i.e., on or off-balance sheet exposures). The Bank manages its credit risk at various levels (i.e., strategic level, portfolio level down to individual credit or transaction). The Credit Committee (CreCom) reviews and resolves credit-related issues such as credit facility approval, credit and collection strategies on a particular account, and credit monitoring. Loan loss provisioning and credit limit utilization are also discussed in more detail in the CreCom. A comprehensive risk report is submitted to the BOD every quarter for an overall assessment of the level of risks taken by the Bank. The Bank has risk limits setting for purposes of monitoring and managing credit risk from individual counterparties and group of related counterparties. It also conducts periodical assessment of the creditworthiness of its counterparties. In addition, the Bank obtains collateral where appropriate, enters into master netting agreements and collateral arrangements with

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counterparties, and limits the duration of exposures. The Bank adopted an internal Credit Scoring System for the purpose of measuring credit risk for retail borrowers in a consistent manner, as accurately as possible, and thereafter uses the risk information for business and financial decision-making. On specific product and/or departmental or unit risk, the bank is exposed to all business risks that confront all banks in general. These specific risks involved the following:

Products/Services Major Risk Involved Deposits & Borrowing Operations, interest rate & liquidity risks Loans/Lending Products Credit, interest rate, operations, legal & strategic

risks Foreign Exchange Operations and foreign exchange risks Trust Services Operational risks, Credit Risks, Market Risks

Item 2. PROPERTIES (As of January 31, 2013) ChinaBank Savings, whose principal office is located at 6772 Ayala Avenue, Makati City, owns several properties situated in various locations in Metro Manila and provinces. (For detailed list please see ANNEX “A”).

All bank-owned properties are free from any and all liens and encumbrances. Leased Properties

BRANCHES LOCATION

Quezon Ave. Branch Ground Floor G.J. Building, 385 Quezon Ave. Quezon City Alabang Hills Branch Ground Floor Alabang Commercial Citi Arcade, Don Jesus Blvd.,

Cupang, Muntinlupa City Kalookan Branch Augusto Bldg., Rizal Ave., Grace Park, Kalookan City Greenhills-Wilson Branch 219 Wilson St., Greenhills, San Juan Marikina Branch 33 Bayan-Bayanan Ave., Brgy. Concepcion Uno Marikina City Pateros Branch 500 Elisco Rd., Sto. Rosario, Pateros, Taguig Las Piñas Branch G/F Parco Supermarket, J. Aguilar Ave., Las Piñas City Las Pinas-Almanza Uno Branch

Aurora Arcade Center, Alabang-Zapote Road, Almanza Uno, Las Pinas City

Mckinley Hill Branch U-B Commerce & Industry Plaza Mckinley Towncenter Fort Bonifacio, Taguig City

San Fernando Branch KHY Trading Building, San Fernando-Gapan Road, San Fernando City, Pampanga

Lipa City Branch G/F Tibayan Building, 1705 CM Recto Ave. cor. Rizal St. Lipa City Dagupan Branch G/F Lyceum-Northwestern University, Tapuac District, Dagupan City Cebu-Lahug Branch Ground Floor Skyrise IT Building, Barangay Apas, Lahug, Cebu City Bacolod Branch SKT Saturn Building, Lacson cor. Rizal Sts., Bacolod City Batangas City Miriel’s Place, National Road, Pallocan West, Batangas City Cagayan De Oro Branch Sergio Osmeña St., Cogon District, Cagayan De Oro City Davao Branch G/F 8990 corporate Center, Quirino Ave., Davao City

Baguio Branch Upper G/F KDC Building, 91 Marcos Highway, Baguio City

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Cabanatuan Branch Km. 115 Cagayan Valley Rd., Maharlika Highway near corner Sanciangko St., Cabanatuan City

Valenzuela Branch 385 McArthur Highway, Malinta, Valenzuela City Imus Branch Gen. Emilio Aguinaldo Highway, Anabu II, Imus, Cavite Daraga Branch Rizal St., Brgy. San Rogue, Daraga, Albay Cebu-Mandaue Branch A. Del Rosario Ave., Mantuyong, Mandaue City, Cebu Zamboanga Branch Nunez Extension, Camino Nuevo, Zamboanga City Tarlac Branch RIC Building, Camiling-Baguio Bypass Road, Tarlac City, Tarlac Santiago Branch City Road, Centro East, Santiago City, Isabela San Pedro Branch Gen – Ber Bldg. National Highway, Landayan, San Pedro, Laguna San Pablo Branch P. Zamora St., brgy. VII-B, San Pablo City Naga Branch RL Building, Panganiban St., Lerma, Naga City San Jose Del Monte Ground Floor, Giron Building, Gov. Halili Avenue, Tungkong

Mangga, City of San Jose Del Monte, Bulacan Bacoor Branch FRC Mall, Gen. Evangelista St., Talaba V, Bacoor, Cavite Malolos Branch Canlapan Street, Sto. Rosario, Malolos City, Bulacan Filinvest Corporate City BC Group Bldg., East Asia Drive, near corner Commerce Avenue,

Filinvest Corporate City, Alabang, Muntinlupa City

Description of Properties The Bank Intends To Acquire/Lease In The Next 12 Months. The Bank has been aggressively expanding its distribution network, both in the brick-and-mortar outlets, as well as alternative channels. In pursuit of this, the Bank will acquire or lease additional properties. Based on the BSP’s approval on the requisite branch licenses, the Bank will locate its branches and accordingly acquire/lease properties in the following venues in 2013, to wit: Pasig, Novaliches, Manila, Mandaluyong, Paranaque, Makati, Pasay, Quezon City, Iloilo, Negros, Laguna, Rizal, Olongapo and Tanauan. Item 3. LEGAL PROCEEDINGS There are pending cases for and against the Bank arising from normal business activities. In the opinion of the Management and Legal Counsel, the Bank has no material pending legal proceedings to which the Bank is a party or which any of its property is the subject.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There is a matter that has been calendared in the agenda of the annual stockholders’ meeting that may give rise to the exercise by a dissenting stockholder of the right of appraisal and demand payment of the fair value of his shares under Section 81 of the Corporation Code (Batas Pambansa Blg. 68), specifically the following:

Merger of Unity Bank, A Rural Bank, Inc. with China Bank Savings, Inc.;

The appraisal right may be exercised by a minority stockholder as mandated by Section 82 to 86, inclusive, of the Corporation Code of the Philippines.

PART II – OPERATIONAL AND FINANCIAL INFORMATION

Item 5. MARKET REGISTRANT’S COMMON EQUITY & RELATED STOCKHLDERS MATTERS

(A) Market Price of and Dividends on Registrant's Common Equity and Related Stockholder Matters

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5.1 Market Information The registrant’s equity is not listed in any exchange. Below is a summary of the transfer in the previous eight quarters:

Period No. of Shares Transferred

PRICE PER SHARE High Low

2012 January 1 – March 31 20,581 214.65 214.65 April 1 – June 30 No Transaction July 1 – September 30 No Transaction October 1 – December 31

No Transaction

Period No. of Shares Transferred

PRICE PER SHARE

High Low 2011 January 1 – March 31 170,406 214.65 214.65 April 1 – June 30 No transaction July 1 – September 30 No transaction October 1 – December 31

1,167 214.65 214.65

5.2 Holders The Bank has an authorized capital stock of 3.0 Billion distributed as follows: 24.0 Million Common Shares and 6.0 Million Preferred Shares. There are approximately 1,397 stockholders of the 8,794,590 issued shares as of December 31, 2013. The top 20 common share holders as of December 31, 2013 are as follows:

No. of Shares Amount % of Holdings 1 China Banking Corporation 8,033,476 803,347,600.00 91.3456% 2 Estate of Gil J. Puyat 163,243 16,324,300.00 1.85618% 3 Surigao Development Corp. 46,040 4,604,000.00 0.52350% 4 Marinduque Mining & Industrial

Corp. 46,002 4,600,200.00 0.52307%

5 Bogo Medellin Milling Co.,Inc. 33,521 3,352,100.00 0.38115% 6 Community of Benedictine Sisters 33,521 3,352,100.00 0.38115% 7 Reyes, Rodrigo C. 31,205 3,120,500.00 0.35482% 8 Fernandez, Jose P. 22,041 2,204,100.00 0.25062% 9 Loyola Life Plan, Inc. Trust Fund 16,151 1,615,100.00 0.18365%

10 Gopengco, Purificacion P. 14,441 1,444,100.00 0.16420%

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11 Group Developers, Inc. 10,557 1,055,700.00 0.12004% 12 PJS Investment Corporation 10,314 1,031,400.00 0.11728% 13 Development Bank of the Phils. 8,418 841,800.00 0.09572% 14 Jison, Espinela A. 8,248 824,800.00 0.09378% 15 Tecson, Benjamin 7,123 712,300.00 0.08099% 16 Cruz, Manuel C. 6,313 631,300.00 0.07178% 17 Nisce, A. Natividad Paras 6,259 625,900.00 0.07117% 18 Loyola Memorial PPC Trust Fund 5,378 537,800.00 0.06115% 19 Puyat, Patria Vda. De 5,350 535,000.00 0.06083% 20 Cabarrus Jr., Jesus G. 5,298 529,800.00 0.0602%

(3) Dividends For the year 2012, there were no dividends declared.

(4) Recent Sales of Unregistered Securities. The registrant did not sell any shares that were not registered under the Code. Item 6. MANAGEMENT’S DISCUSSION & ANALYSIS OR PLAN OF OPERATION (See Attached Annex “B”)

Item 7. FINANCIAL STATEMENTS Attached are the Audited Financial Statements (RBU and FCDU) duly received by the BIR and marked as (Annex “C”)

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Bank has no disagreements with accountants on accounting and financial disclosures for the year 2012.

External Audit Fees and Services Pursuant to SEC Memorandum Circular No. 8 (Rotation of External Auditor) ChinaBank Savings, Inc. will retain Sycip Gorres Velayo & Co. (SGV) as independent auditor of the Bank. In accordance with Section X165 and Appendix 43 of the Manual of Regulations for Banks (MORB), as amended by BSP Circular No. 660 dated August 25, 2009,” which mandates, among others, that the External Auditor hired by the parent corporation, China Banking Corporation (CBC), shall also be in-charge of the audit of its subsidiary that is engaged in allied activities such as ChinaBank Savings, Inc. Ms. Vicky Lee Salas will continue for the 3rd time to be as the partner-in-charge assigned for the ensuing year. Ms. Vicky Lee Salas and other representatives of SGV are expected to be present at the stockholders’ meeting and will have the opportunity to make statement if they desire to do so and will be available to answer appropriate questions. The amount of professional fees paid to SGV for the years 2011 and 2012 are P450,000.00 and P500,000.00, respectively. The above audit fees are inclusive of the following: a. Other assurance and related services by the External Auditor that are reasonably related to

the performance of the audit or review of the Bank’s financial statements.

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b. All other fees. The Bank’s Audit Committee, composed of Mr. Roberto F. Kuan as Chairman, and with Ms. Rhodora Z. Canto (retired effective February 28, 2013), and Mr. Alberto S. Yao, as members, approves the audit fees and fees for non-audit services, if any, of external auditors, among others, as emphasized in Article IV, paragraph 8 of the Committee’s Charter.

PART III – CONTROL AND COMPENSATION INFORMATION

Item 9. DIRECTORS AND EXECUTIVE OFFICERS 9.1(a). List of Directors and Executive Officers, with their ages, position/offices held and business experience for the last five (5) years Board of Directors The members of the Board, who hold the office for the remainder of the term of their successors, with prior approval of the Monetary Board, and hold such office concurrently with their position/s in China Banking Corporation, are as follows: Ricardo R. Chua,* 61, Chairman, holds a Bachelor of Science Degree in Business Administration, Major in Accounting, cum laude, from the University of the East. He obtained his Master in Business Management (MBM) degree from Asian Institute of Management (AIM) in 1975. He is concurrently a Director of China Banking Corporation (CBC) since May 8, 2008 and the Executive Vice President (EVP) and Chief Operating Officer (COO) since December 1995. He joined CBC in 1975 after a stint with SGV. He is a Director of the following affiliates/subsidiaries of CBC, namely, CBC-IBI since 1998, CBC Forex since 1997, and CBC-PCCI since 1990. He is also the Chairman of BancNet, Inc., as well as Director of other corporations, some of which are Philippine Clearing House Corporation (PCHC) and CAVACON Corporation. Nancy D. Yang, 73, Vice Chairman, obtained her Bachelor of Arts degree from the Philippine Women’s University and a degree in Human Development & Child Psychology from Merrill Palmer Institute in Detroit, Michigan, USA, 1961. She has attended the Allen Management Program in 1990, BAI Retail Delivery Conference in Phoenix, Arizona, USA in 1994, Environmental Risk Management Program for Bankers conducted by the Bank of America in 1997, and BAI Retail Delivery Conference in Miami Beach, Florida in 1999, and BAI Retail Delivery Conference in Orlando, Florida in 2008. She concurrently holds the position of Senior Vice President since 1995 and the Head of the Branch Banking Group and Binondo Business Center of CBC. She joined CBC in 1963, occupying various positions. She is also a Director of CBC-IBI. Alberto Emilio V. Ramos,** 53, Director and President, obtained a Bachelor of Art degree in Political Science and a Bachelor of Science degree in Marketing Management from the De La Salle University and Master of Business Management from Asian Institute of Management. He used to be the Head of Private Banking Group of CBC. Prior to joining CBC, he was the President

* With interlocking officership and directorship with China Banking Corp. ** Seconded from China Banking Corp.

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of Philam Asset Management, Inc. He has held several officership positions in Bank of the Philippine Islands, Citytrust Banking Corporation, Western State Bank, Tokai Bank of California, Urban Development Bank, and Filinvest Credit Corporation. He is a recipient of the Treasury Professional Certificate from the Banker’s Association of the Philippines. He has also attended trainings on credit and financial analysis, performance appraisal and asset-liability management, treasury products, and strategic marketing planning. Samuel L. Chiong, 63, Director, obtained his Bachelor of Arts degree in Economics from Ateneo de Manila University and took the Advanced Bank Management Program from AIM in 1989. He attended the BAI Retail Delivery Conference in Las Vegas, USA in 2006. He is concurrently a Senior Vice President since 2004 and the Deputy Group Head of Branch Banking Group of CBC. He has been with CBC since 1984. Prior to joining CBC, he was connected with Solid Bank and State Investment House. He is presently a Director/Treasurer of CBC-PCCI and CBC-IBI. Antonio S. Espedido, Jr., 57, Director, holds a Bachelor of Science degree in Business Administration from University of San Francisco. He is concurrently a Senior Vice President since 2004 and the Head of Treasury Group of CBC. He has had trainings both here and abroad on the various facets of Treasury Operation, Fund and Portfolio Management. He was connected with BPI from 1980 to 1995, Citytrust (which was acquired by BPI in 1997) from 1995 to 2004 and ACI Phils. (Forex) as Director from 1996 to 1997. He is concurrently a Director of CBC Forex. Ramon R. Zamora, 64, Director, holds a Bachelor of Arts degree in Economics from Ateneo de Manila University. He is concurrently a Senior Vice President since 2004 and the Group Head for Centralized Operations Group, the Head for Remittance Business Division, and the Head of Correspondent Banking of CBC. He joined CBC in 1997, after 25 years of banking experience in Citibank N.A. where he held various managerial positions, as a Vice President from the Operations Group, to the Marketing Group as a Senior Relationship Manager and Credit Officer, to the Regional Corporate Audit Group as VP for Global Transaction Banking Specialist covering South Asia Citibank N.A. branches. He is likewise concurrently a Director of CBC Forex, and CBC-PCCI. Rhodora Z. Canto,* 63, Director, obtained her Bachelor of Science degree in Business Administration from the University of the Philippines and her Master in Business Management degree from AIM in 1975. She passed the licensure examination for Certified Public Accountant. She was concurrently the Senior Vice President since March 01, 2008 and the Head of the Credit Management Group of CBC. She was CBC’s consultant from 2001 to 2004. Prior to joining CBC, she was Vice President of Citicorp Investment from 1975 to 1983, Vice President & Chief Operating Officer of City Trust Investment Phils. from 1983 to 1996, Director of Philippine Business Bank from 2000 to 2001. Rene J. Sarmiento, 59, Director, obtained his Bachelor of Science degree in Commerce, Major in Accounting, magna cum laude, from De La Salle University and his Masters degree in Business Management from AIM in 1978. He is concurrently the Senior Vice President and Head of the Trust Group of CBC. He was appointed as the Vice President of the Trust Group in 1994. Before joining the Bank, he occupied several positions in Ayala Investment and Development Corporation, For East Bank & Trust Company and Security Bank Corporation.

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Alexander C. Escucha, 56, Director, holds a Bachelor of Arts degree in Economics, cum laude from the University of the Philippines. He is concurrently a Senior Vice President and the Head of Corporate Planning Division of CBC. He joined the Bank as Vice President in 1994. Prior to joining the Bank, he was Vice President of International Corporate Bank. He was President of the Corporate Planning Society of the Philippines (CPSP) in 1989, and President of the Bank Marketing Association of the Philippines (BMAP) from 1998 to 1999. In 2005, he was President of the Philippine Economic Society (PES) and concurrently Chairman of the Federation of ASEAN Economic Association (FAEA). Alberto S. Yao, 66, Independent Director, obtained his Bachelor of Science degree in Business Administration from Mapua Institute of Technology. He was the Vice-President for Merchandising of Zenco Sales, Inc. from 1968 to 1975. His present directorship/officership in other corporations includes Richwell Trading Corp., Richwell Phils., Inc., Europlay Distributor Co., Inc., Richphil House, Inc., and Megarich Property Ventures Corp. He has been an Independent Director of CBC since 2009. Roberto F. Kuan, 64, Independent Director, holds a Bachelor of Science degree in Business Administration from the University of the Philippines. He obtained his Master in Business Management from Asian Institute of Management (AIM) in 1975 and attended the Top Management Program conducted by AIM in Bali, Indonesia in 1993. He has been the Chairman of the Board of Trustees of St. Luke’s Medical Center since 1996, member of the Board of Trustees of St. Luke’s College of Medicine since 1996, Director of Far Eastern University since 2004, member of the Board of Trustees of Brent International School of Manila since 1989, and Director of Seaoil Phils., Inc. since 2008. He is also the founder and the President of Chowking Food Corporation from 1985 until 2000. He has been an Independent Director of CBC since May 2005. * Retired effective February 28, 2013 BOARD OVERSIGHT COMMITTEES

A. Executive Committee (EXCOM)

1. Mr. Ricardo R. Chua - Chairman 2. Ms. Nancy D. Yang - Vice-Chairman 3. Mr. Alberto Emilio V. Ramos 4. Mr. Samuel L. Chiong 5. Ms. Rhodora Z. Canto1

B. Risk Management Committee 1. Mr. Mr. Roberto F. Kuan - Chairman 2. Mr. Samuel L. Chiong

3. Ms. Nancy D. Yang 4. Mr. Ramon R. Zamora

5. Mr. Alexander C. Escucha C. Audit Committee (AUDITCOM)

1. Mr. Roberto F. Kuan - Chairman 2. Ms. Rhodora Z. Canto1

3. Mr. Alberto S. Yao

1 Ceased to be Consultant effective Feb. 28, 2013

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D. Corporate Governance Committee/

(Nomination and Personnel Committee) 1. Mr. Alberto S. Yao - Chairman 2. Mr. Ricardo R. Chua 3. Mr. Roberto F. Kuan 4. Mr. Antonio S. Espedido, Jr. 5. Mr. Alexander C. Escucha

E. Trust Committee (TRUSTCOM) 1. Mr. Samuel L. Chiong - Chairman

2. Mr. Alexander C. Escucha 3. Ms. Anna Maria P. Ylagan

4. Mr. Alberto Emilio V. Ramos 5. Mr. Ramon R. Zamora

F. Compensation/ Remuneration Committee 1. Mr. Ricardo R. Chua - Chairman 2. Mr. Alberto Emilio V. Ramos 3. Ms. Maria Rosanna L. Testa

OTHER MANAGEMENT COMMITTEES A. Management Committee (MANCOM)

1. Mr. Alberto Emilio V. Ramos - Chairman 2. Mr. Jaime Valentin L. Araneta - Vice Chairman 3. Mr. Emmanuel C. Geronimo 4. Mr. James Christian T. Dee

B. IT Steering Committee

Voting Members

1. The President - Mr. Alberto Emilio V. Ramos - Chairman 2. The Executive President - Mr. Jaime Valentin L. Araneta - Vice Chairman 3. Lending Group Head 4. Branch Banking Group Head 5. Controllership Group Head - Mr. Emmanuel C. Geronimo 6. Credit Management Group Head - Ms. Edralin G. Agbayani 7. Operations Group Head - Ms. Rosalinda T. Munsayac

Non-Voting Members 1. Head of IT (Technology Adviser/ - Mr. Restituto B. Bayudan Primary Resource Person 2. Business Systems Head 3. Resource Persons and Guests

C. Credit Committee (CRECOM)

1. Mr. Alberto Emilio V. Ramos - Chairman 2. Mr. Jaime Valentin L. Araneta - Vice-Chairman

3. Mr. Jezreel R. Pimentel

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4. Ms. Edralin G. Agbayani D. Asset Liability Management Committee (ALCO)

1. Mr. Alberto Emilio V. Ramos - Chairman 2. Mr. Jaime Valentin L. Araneta - Vice Chairman 3. Mr. James Christian T. Dee

4. Mr. Emmanuel C. Geronimo 5. Mr. Jan Nikolai Lim 6. Mr. Jose Ramon O. Santamaria

7. Ms. Ma. Consuelo S. Ruffy 8. Ms. Edralin G. Agbayani

E. Anti-Money Laundering Committee

1. Mr. Dante T. Fuentes - Chairman 2. Mr. Jaime Valentin L. Araneta 3. Atty. Edgar D. Dumlao 4. (vacant)

Executive Officers Jaime Valentin L. Araneta, 57, Executive Vice President, holds a Bachelor of Arts degree in Philosophy from Ateneo de Manila University. He had units in Master of Divinity from Asian Theological Seminary, as well in Law and MBA from Ateneo de Manila University. Prior to joining the Bank on August 15, 2011, he was a Senior Vice President of Philippine Savings Bank. He has more than three decades of banking experience. James Christian T. Dee,** 39, Treasurer, holds a Bachelor of Science in Mechanical Engineering from the University of the Philippines and Master in Business Management from Asian Institute of Management. He likewise graduated with distinction on the 1 year course on Trust Operation from Trust Institute Foundation of the Philippines. He likewise trained with the Regional Treasury Certifications from Citigroup, N.A., Treasury Certification Program from Ateneo-BAP, and ICAAP Risk Models Validation from SGV. In 2001, he initially was a Trust Portfolio Officer of the Trust Group of CBC before moving to Citibank N.A. Philippines – GCG Treasury in 2003. At Citibank, N.A. Philippines, he became the Portfolio Officer with the rank of Assistant Vice President of the GCG Treasury until he returned to CBC in 2009. He is currently the Asset Liability Management Head of the Treasury Group of CBC since 2009. Jan Nikolai M. Lim, 36, First Vice President and Head, Housing and Personal Loans, holds a Bachelor of Science degree in Manufacturing Engineering & Management from De La Salle University. He started his banking career in Citibank N.A. as Manager in 2001, Assistant Vice President at Standard Chartered Bank, Vice President at PSBank. He was a Vice President of EastWest Banking Corporation prior to joining the Bank. Jose Ramon Santamaria, 51, First Vice President and Head, Auto Loans Department, holds Bachelors of Science in Commerce major in Marketing from Dela Salle University. He has extensive experience in consumer finance starting in BA Savings Bank in 1983. He moved to ** Seconded from China Banking Corp.

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Philam Savings as First Vice President in 1997 before he became a General Manager of Toyota Makati, Inc. in 2006. Maria Consuelo S. Ruffy, 53, Vice President and Head, Middle Market and Corporate Accounts, obtained her Bachelor of Science in Commerce, major in Accounting from University of Santo Tomas in 1980. She is a Certified Public Accountant. Prior to joining the Bank, she was the Assistant Vice President of the Equicom Savings Bank. Previously, she was with Banco de Oro Universal bank, Equitable PCI Bank and PCI Bank. She has more than 30 years of experience in banking industry. Emmanuel C. Geronimo, 52, Head of the Operations Group, holds a Bachelor of Science degree in Commerce major in Accounting from Polytechnic University of the Philippines. He is a Certified Public Accountant. He obtained his 36 units MBA from San Sebastian College. He is also a Certified Public Accountant. He has more than two decades of experience in Audit, Branch Operations and Accounting in other Banks. Edralin G. Agbayani, 39, Head of Credit Management Group, holds a Bachelor’s Degree major in Economics from the University of Santo Tomas. She has more than 17 years of banking experience starting with Citytrust Banking in 1995 as Marketing Associate under Mortgage Banking Divisiion. In 1997, she joined Development Bank of Singapore as Head of Credit Evaluation & Administration Dept. In 2001, she headed the Secured Collections Unit for Backend Collections in Citibank. N.A. In 2004, she joined Philam Savings Bank as Underwriting Head for Credit Operations Dept. and then moved to GE Money Bank where she headed the Originations Leader under Consumer Loans. In 2009, she joined JP Morgan Chase and Co. as Vice President under Manila Risk Operations Site Lead. Maria Rosanna L. Testa, 53, Head of Human Resources Division, obtained her Bachelor of Arts Degree in Business Administration from the Assumption College in 1980. She obtained her Masters degree in Business Administration from Ateneo Graduate School of Business. For the last two years prior to joining CBC, she was the HR director of multinational company, Thunderbird Resorts, South American Entertainment Corporation II Ltd., reporting to CEO. She has 30 years experience and in-depth specialist knowledge of human resources. She is concurrently the Head of Human Resources Division of CBC. Anna Maria P. Ylagan, 54, Vice President and Trust Officer, holds a Bachelor of Science degree in Commerce, Major in Management from the Assumption College. She obtained her Masters degree in Business Administration from the Ateneo Graduate School of Business. She has more than 30 years of experience in Trust. Dante T. Fuentes, 59, Vice President and Group Chief Compliance Officer, obtained his Bachelor of Science degree in Commerce, Major in Accounting from the University of Mindanao. He is a Certified Public Accountant. He is likewise a candidate for Masters degree in Business Administration at the Ateneo Graduate School of Business. Prior to joining the Bank, he was with Philippine Banking Corporation, Asian Bank Corporation, and Philippine Bank of Communications where he held Comptrollership and Chief Compliance Officer positions. Marilyn G. Yuchenkang,2 60, Vice President and Head, Audit Division, holds a Bachelor of Science degree in Commerce – Major in Accounting from St. Scholastica’s College and Masters degree in Business Administration from De La Salle University. She has been an officer of CBC since 1986 where she is concurrently the Head of the Audit Division. 2 Cease to be Internal Auditor effective September 2012.

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Rosalinda T. Munsayac, 41, Vice President and Head, Operations Group, obtained her Bachelor of Science degree in Information Technology from Polytechnic University of the Philippines in 1992. Prior to joining the Bank, she was with Philippine Savings, BPI Family Bank, Development Bank of Singapore and CityTrust Banking Corporation. She has 17 years of banking experience. Edgar D. Dumlao, 53, Vice President, Corporate Secretary and Head of Legal Division, obtained his Bachelor of Laws degree from Ateneo de Manila University in 1984 and candidate for Masters degree in Business Administration at the Ateneo Graduate School of Business. He is also a Senior Partner of Alcala Dumlao Alameda Casiding & Tan Law Offices. He was a Director of the Bank from September 2007 up to October 2009. Prior to joining the Bank full-time in 2010, he was with CBC for 13 years. Melecio C. Labalan, 52, Asst. Vice President and Chief Security Officer, holds a Bachelor of Science degree from Philippine Military Academy and candidate for Masters degree in Public Administration from Southwestern University. He was a Captain in the Armed Forces of the Philippines and Superindent at the Philippine National Police. He is concurrently an Assistant Vice President of CBC. He joined CBC in 1997. Restituto B. Bayudan, 54, Asst. Vice President and Head, Information Technology, holds a Bachelor of Arts degree in Economics from University of the Philippines. He has on-going studies in Masters degree in Information Management from Ateneo de Manila –AITI. Prior to joining the Bank, he was with CBC as Assistant Vice President. Emmanuelito M. Gomez, 41, Asst. Vice President and Marketing Officer, Acquired Assets, obtained his Bachelor of Science degree in Computer Science from De La Salle University in 1992. Prior to joining the Bank he was the Head of Auto Loans Department of Planters Development Bank. Previously, he was with BPI Family Savings Bank, Development Bank of Singapore, Bank of Southeast Asia, and Far East Bank and Trust Co. He has 19 years of working experience in the area of Auto Loans. Winifredo G. Solis, 48, Asst. Vice President and Head, Business Intelligence, holds a Bachelor of Science degree in Civil Engineering, cum laude, from Mindanao State University. He is a Licensed Civil Engineer. In 2007, he completed his MS in Computer Science from De La Salle University. He has also taken various courses to enhance his technical proficiency i.e. System Analysis & Design from the Ateneo De Manila University, and Regression Analysis and Statistical with Exploratory Data Analysis from the University of the Philippines. He has 19 years of banking experience. Jezreel M. Pimentel, 43, Asst. Vice President and Head of Credit Services, holds Bachelor of Science degree in Civil Engineering from the Manuel L. Quezon University. He is a licensed Civil Engineer. He has more than 12 years of experience in appraisal, starting from his stint in Citytrust as Project Analyst to Philippine Savings Bank, as Head of Appraisal Division. Lani DJ. Larion, 55, Asst. Vice President, and Branch Head, Ayala Branch, obtained her Bachelor of Science degree in Commerce - major in Accounting from Polytechnic University of the Philippines in 1979. She is a Certified Public Accountant. She has more than 20 years of banking experience. Raymond C. Apo, 45, Risk Management Officer, obtained his Bachelor of Science in Commerce degree major in Accounting from Far Eastern University in 1998. He is also a Certified Public Accountant. Prior to joining the Bank, he was with Solidbank Corporation, First Metro Investment

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Corp., Rizal Commercial Banking Corp., Asiatrust Devt. Bank, and Export and Industry Bank where he held positions of Auditor, I.T. Auditor, Operations Risk Officer, Audit Head and Credit and Operations Risk Officer. He has more 20 years of banking experience. Irene S. Mariano, 39, Head, Human Resources Department, obtained a Bachelor of Arts degree in Behavioral Science from University of Sto. Tomas in 1994. Prior to joining the Bank in 2011, she was the Head of the Human Resources of Equicom Savings Bank, the Organizational Development Manager of PJ Lhuillier Group of Companies, and Training Assistant at Equitable PCI/Equitable Banking Corporation. Michael Anthony C. De Mesa, 44, Head, Collection Department, holds a Bachelor of Art in Human Resource Management degree from De La Salle – St. Benilde. Prior to joining the Bank, he had extensive exposure in collection gained in Security Diners Club, Citibank, N.A., Banco de Oro Universal Bank, and Philippine National Bank. He has 20 years of banking experience. Marilou M. De Guzman, 44, Assistant Vice President and Head, Alternative Channels Division, holds a Bachelor of Science degree in Business Administration, major in Accounting from Philippine School of Business Administration in Quezon City. Prior to joining the Bank, she was with PS Bank and Bank of the Philippine Islands where she held positions of Internet Channel Manager and Branch Head. Jacqueline T. Tomacruz, 51, Head, Customer Service Department, obtained her Bachelor of Arts degree in Business Administration from Maryknoll College in 1983. Prior to joining the Bank, she was with CBC, Citibank, and Philippine Airlines. She has 18 years of banking experience. Julio Joel C. Garcia, 45, Network Development Officer, holds a Bachelor of Arts degree in Economics from San Beda College. Prior to joining the Bank, he spent his entire banking career with Philippine Savings Bank. He has 24 years of banking experience. Cecilia _ Villaluz, 3 41, Audit Officer, obtained her Bachelor of Science in Commerce major in Accounting from the Far Eastern University. She has almost 20 years of experience starting as Audit Assistant at Premiere Development Bank. She moved to LBC then to Maybank Philippines both as Auditor/Credit Reviewer. Later, she joined Asia United Bank, Asia Trust Development Bank, and then Security Bank Savings as the Unit Head of Special Operations Audit of the latter. Janice S. Ty, 30, Product Development and Marketing Officer, holds a Bachelor of Science degree in Business Management from De La Salle University – Manila. Prior to joining the Bank in 2009, she was the Product Manager of UnionBank of the Philippines and Microwarehouse, Inc. 9.1(b). Term The Directors are elected to hold office for one (1) year until the next succeeding annual stockholders’ meeting or until the respective successors have been elected and qualified. 9.2 Significant Employees The registrant is not highly dependent on the services of certain key personnel. 9.3 . Family Relationship 3 Effective February 1, 2013.

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None of the directors or officers is related to each other within the fourth degree either by consanguinity or affinity.

9.4 . Involvement in Certain Legal Proceedings. China Bank Savings has no knowledge of any involvement of any of the directors or executive officers in any material legal proceedings affecting their ability or integrity before any court of law or administrative body in the Philippines or elsewhere for the last five (5) years. Item 10. EXECUTIVE COMPENSATION Comparative amount of salaries paid for the Directors and Top Executives of the Corporation (up to Asst. Vice President and cut off of December 31, 2012) and any amount of per diem including bonus of the directors for the last three years.

Year Salary Bonus Total Executive Officers 2013 estimate) P22,349,496.00 P3,724,916.00 P26,074,412.00 2012 (actual) 21,489,900.00 3,581,650.00 25,071,550.00 2011 (actual) 12,399,150.00 2,084,900.00 14,484,050.00 2010 (actual) 11,118,588.00 2,779,647.00 13,898,235.00 Directors

2013 (estimate)

2012 (actual) 00.00 00.0 00.0 2011 (actual) 00.00 00.00 00.00 2010 (actual) 00.00 00.00 00.00

2) The names of the top five (5) highest paid officers of the Bank are Mr. Jaime Valentin Araneta, EVP, Mr. Jan Nikolai Lim, FVP, Mr. Jose Ramon Santamaria, FVP, Ms. Edralin Agbayani, VP, and Mr. Emmanuel Geronimo, VP.

• The Top Executive Officers whose compensation were considered above are as follows: Mr. Jaime Valentin L.. Araneta, EVP Mr. James Christian T. Dee, Treasurer Mr. Jan Nikolai M. Lim, FVP & Housing and Personal Loans Head Mr. Jose Ramon O. Santamaria, FVP & Auto Loans Department Head Ms. Anna Maria P. Ylagan, VP & Trust Officer Mr. Emmanuel C. Geronimo, VP & Controllership Group Head Ms. Maria Consuelo S. Ruffy, VP & Head, Commercial and SME Loans Mr. Dante T. Fuentes VP & Chief Compliance Officer Ms. Rosalinda T. Munsayac, VP & Head, Operations Group Atty. Edgar D. Dumlao, VP, Corporate Secretary & Head Legal Division Engr. Winifredo G. Solis, Asst. Vice President & Head, Credit Intelligence Engr. Jezreel M. Pimentel, Asst. Vice President & Head, Credit Services Ms. Lani Z. Larion, Asst. Vice President & Head, Ayala Branch Ms. Marilou M. De Guzman, Asst. Vice President & Head, Alternative Channels Division -----------------------------------------------------------

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• The Top Executive Officers who were appointed by China Banking Corporation for ChinaBank

Savings on a concurrent basis do not receive salaries and other bank benefits, bonuses and per diem from the registrant.

• The Directors, who hold their offices concurrently with their positions in China Banking Corporation, likewise receive no fees, per diem and bonuses from the registrant.

• The only contract existing between the executive officers and the registrant is that of an

employee–employer relationship. • There are no other compensation arrangements for their services. • There are no outstanding warrants or stock options held by the registrant officers and directors.

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

803,347,600.00 91.3456%

11.1 Security ownership of certain record and beneficial owners. The following stockholders own more than 5% of any class securities as of December 31, 2012.

Title of Class

Name, Address of record owner &

relationship w/ Issuer

Beneficial owner & relationship w/

record owner

Citizenship

No. of shares held

Percentage

Common Stock

China Banking Corporation

Filipino 8,033,476 91.3456%

11.2 Security ownership of directors and top management

Title of Class Name of record owner Amount (Php)

Citizenship Percentage

Directors Common Stock Ricardo R. Chua 100 Filipino 0.00% Nancy D. Yang 100 Filipino 0.00% Samuel L. Chiong 100 Filipino 0.00% Antonio S. Espedido, Jr. 100 Filipino 0.00% Ramon R. Zamora 100 Filipino 0.00% Rhodora Z. Canto 100 Filipino 0.00% Alberto Emilio V. Ramos 100 Filipino 0.00% Rene J. Sarmiento 100 Filipino 0.00% Alexander C. Escucha 100 Filipino 0.00% Roberto F. Kuan 100 Filipino 0.00% Alberto S. Yao 100 Filipino 0.00% Total as a Group 1,100 0.00%

11.3 Voting Trust Holders of 5% or More.

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With the exception of China Banking Corporation, there are no persons who hold more than 5% of a class under voting trust or similar agreement. Item 12. CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS. In the ordinary course of business, the Bank has loans and other transactions with its directors, officers, stockholders and related interest (DOSRI), which were made substantially on terms not less favorable to the Bank that those offered by others. Full disclosures for these transactions were made through reports with the appropriate regulatory agency. Other related party transactions conducted in the normal course of business include the availment of computer and general banking services of an affiliate to meet the Parent Company’s reporting requirements. Finally, the table showing related party transactions included in the FCDU financial statement is indicated in page 50 of the Audited Financial Statements (Annex “C”). None of the directors or officers is related to each other within the fourth civil degrees either by consanguinity or affinity. Item 13. CORPORATE GOVERNANCE Chinabank Savings, Inc. has a Manual on Corporate Governance, which contains the principles of good corporate governance and best practices, duly approved by the Board. Compliance with the provisions and requirements of the said Manual is monitored by the Chief Compliance Officer. There is an evaluation system for the Board, individual Directors and the various Board Committees: Audit Committee, Nomination/Corporate Governance Committee, Risk Management Committee and Compensation Committee. The required annual Certification of Compliance on good corporate governance was submitted to the SEC on January 15, 2013. Chinabank Savings, Inc. has adopted the SEC Corporate Governance Self Rating Performance Evaluation System to measure and determine the level of compliance by the Board of Directors and top level management with the existing Manual on Corporate Governance. In addition, the Compliance Officer reviews on a periodic basis the level of compliance with the leading practices and principles on good corporate governance as embodied in the Bank's Manual. There have been no violations of the Corporate Governance Manual and no director, officer or employee has been sanctioned. Chinabank Savings, Inc. regularly conducts a review of the Manual on Corporate Governance and will adopt appropriate changes as necessary.

PART IV – EXHIBITS AND SCHEDULES Item 14. EXHIBITS AND REPORTS ON SEC FORM 17-C (a) Exhibits ANNEX “A” - List of properties of ChinaBank Savings, Inc. ANNEX “B” - Management’s Discussion and Analysis

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ANNEX “C” - Audited Financial Statements ANNEX “D” - Statement of Management Responsibility (b) Reports on SEC Form 17-C

Date Reported Report

January 24, 2012 Board of Directors confirmation and approval of the following: 1. Appointments

a) Ms. Rosalinda T. Munsayac as Operations Group Head with a rank of Vice President effective January 20, 2012.

2. Extension of Interlocking Officership of Mr. Antonio S.

Espedido, Senior Vice President to China Bank Savings, Inc. as Treasurer until December 31, 2012.

3. Extension of Contract of Mr. Bienvenido C. Hidalgo as Senior

Assistant Vice President, Head of Branch Banking Group from January 16, 2012 up to April 15, 2012.

March 20, 2012 Board of Directors approval and Confirmation of the following:

1. Appointment a) Ms. Kristine Michele M. Chavez as Account Officer of

Housing Loan – Lending Group with a rank of Assistant Vice President effective April 16, 2012.

b) Mr. Dante T. Fuentes as Chief Compliance Officer of China Bank Savings, Inc. with a rank of Vice President.

2. Resignation

a) Mr. Agustin E. Dingle Jr. as Compliance Officer with a rank of Vice President effective March 16, 2012 due to health reasons.

April 16, 2012 Board of Directors’ notification and confirmation of (a) June 21,

2012 at 2.00 P.M. – as the Annual Stockholders’ Meeting; (b) April 26, 2012 as the record date for the determination of those entitled to notice of and vote at stockholders’ meeting; and (c) May 02, 2012 for the closing of the Bank’s transfer books.

May 21, 2012 Board of Directors’ confirmation of the appointment of Ms. Edralin

G. Agbayani as Head – Credit Management Group with a rank Vice President effective June 11, 2012.

June 22, 2012 Highlights of the 2012 Annual Stockholders meeting

1. Presentation of Audited Financial Statements fort he year ended December 31, 2011

2. Ratification of the acts of the Board of Directors and Officers of the Corporation during the year 2012 and the immediately preceding year

3. Election of Directors and Officers for the ensuing year

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4. Appointment of External and Internal Auditors August 23, 2012 Board of Directors’ confirmation on the appointment of Mr. Jose

Ramon O. Santamaria as Head, Auto Loans Division – Lending Group with a rank of First Vice President effective September 3, 2012.

September 21, 2012 Board of Directors’ confirmation of the secondment of Mr. James

Christian T. Dee as Division Head – Treasury group of China Bank Savings, inc. with a rank of Assistant Vice President effective September 16, 2012

SIGNATURES Pursuant to the requirements of Section 17 of the Code and Section 141 of the Corporation Code, this report is signed on behalf of the issuer by the undersigned, in the City of Makati on _____ April 2013.

CHINABANK SAVINGS, INC.

By:

ALBERTO EMILIO V. RAMOS JAIME VALENTIN L. ARANETA President Executive Vice President EMMANUEL C. GERONIMO JAMES CHRISTIAN T. DEE Comptroller Treasurer ROSALINDA T. MUNSAYAC Atty. EDGAR D. DUMLAO Operations Group Head Corporate Secretary SUBSCRIBED AND SWORN to before me this ______ day of April 2013 at Makati City,

affiants exhibited to me their government issued identification cards, as follows: NAME NUMBER DATE OF ISSUE PLACE ISSUED

Alberto Emilio V. Ramos

SSS No. 03-6734669-8

Jaime Valentin L. Araneta

SSS No. 02-5398515-7

Emmanuel C. Geronimo

SSS No. 03-4132482-7

James Christian T. Dee SSS No. 33-4998867-3 Rosalinda T. Munsayac

SSS No. 33-0425763-7

Edgar D. Dumlao SSS No. 33-0323285-7

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Doc. No. ________; Page No. ________; Book No. ________; Series of 2013.