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  • CitisecOnline.com, Inc. Definitive Information Statement Annual Stockholders’ Meeting – March 31, 2011

    1

    SECURITIES AND EXCHANGE COMMISSION

    SEC FORM 20-IS

    INFORMATION STATEMENT PURSUANT TO SECTION 20

    OF THE SECURITIES REGULATION CODE 1. Check the appropriate box:

    [ ] Preliminary Information Statement [X] Definitive Information Statement

    2. Name of Registrant as specified in its charter: CitisecOnline.com, Inc. 3. Metro Manila, Philippines Province, country or other jurisdiction of incorporation or organization 4. SEC Identification Number: A199910065 5. BIR Tax Identification Code: 203-523-208 6. 2401-B East Tower, PSE Centre, Exchange Road, Ortigas Centre, Pasig City 1605 Address of principal office Postal Code

    7. Registrant’s telephone number, including area code: (632) 636-5411 8. Date, time and place of the meeting of security holders: Thursday, March 31, 2011 at 2:00 PM Ballroom D and E of the Crowne Plaza Galleria Manila, Ortigas Avenue Corner Asian Development Bank Avenue, Ortigas Center, Pasig City. 9. Approximate date on which the Information Statement is first to be sent or given to security

    holders: March 10, 2011 10. Securities registered pursuant to Sections 8 and 12 of the Code or Sections 4 and 8 of the RSA

    (information on number of shares and amount of debt is applicable only to corporate registrants):

    Title of Each Class Number of Shares of Common Stock Outstanding or Amount of Debt Outstanding as of January 31, 2011 Common 443,150,000

    11. Are any or all of registrant's securities listed in a Stock Exchange? Yes  No ____ Name of Exchange: Philippine Stock Exchange Class : Common shares

  • CitisecOnline.com, Inc. Definitive Information Statement Annual Stockholders’ Meeting – March 31, 2011

    2

    PART I.

    INFORMATION REQUIRED IN INFORMATION STATEMENT

    A. GENERAL INFORMATION Item 1. DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS. (a) Date: March 31, 2011

    Time: 2:00 p.m. Place: Ballroom D and E of the Crowne Plaza Galleria Manila,

    Ortigas Avenue Corner Asian Development Bank Avenue, Ortigas Center, Pasig City.

    (b) Approximate date on which copies of the information statement are first to be sent or

    given to security holders: March 10, 2011

    WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE NOT REQUESTED TO SEND US A PROXY

    Item 2. DISSENTERS' RIGHT OF APPRAISAL

    There are no matters or proposed corporate actions included in the Agenda of the Meeting which may give rise to a possible exercise by security holders of their appraisal rights. Generally, however, in the instances mentioned in the Corporation Code of the Philippines, the stockholders of the corporation have the right of appraisal, provided, that the procedures and the requirements of Title X thereof governing the exercise of the right are complied with and/or followed. Item 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED

    UPON

    (a) No current director or officer of CitisecOnline.com, Inc. (“COL” or the “Company”), or nominee for election as directors of the Company nor any associate thereof, has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon other than election to office.

    (b) The Company has not received any information in writing from any person who intends

    to oppose any action to be taken at the Annual Stockholders’ Meeting.

    B. CONTROL AND COMPENSATION INFORMATION

    Item 4. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

    (a) Class of Voting Securities : Common shares Number of Shares Outstanding as of January 31, 2011 : 443,150,000

    Number of votes entitled : One (1) vote per share

  • CitisecOnline.com, Inc. Definitive Information Statement Annual Stockholders’ Meeting – March 31, 2011

    3

    Company By-Laws provide that one share entitles the holder thereof to one vote, except in

    the election of the members of the Board where any stockholder can cumulate his votes. (b) Record Date:

    Stockholders of record as of February 28, 2011 are entitled to notice and to vote at the Company’s Annual Stockholders’ Meeting.

    (c) Manner of Voting:

    A stockholder entitled to vote at a meeting has the right to vote in person or by proxy. With respect to the election of directors, in accordance with Section 24 of the Corporation Code of the Philippines, a stockholder with the number of shares held in his name in the Company’s stock books as of February 28, 2011, may vote the number of shares held for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit; Provided , that the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the Company multiplied by the total number of directors to be elected. The deadline for submission of proxies is March 16, 2011. Validation of proxies shall proceed thereafter at the Office of the Corporate Secretary at 2401-B East Tower, Philippine Stock Exchange Centre, Exchange Road, Ortigas Center, Pasig City.

    (d) Security Ownership of Record and Beneficial Owners of more than 5% of the Company’s voting securities as of January 31, 2011, are as follows:

    Title of Class

    Name, Address of Record Owner and

    Relationship with the Issuer

    Name of Beneficial Owners and

    Relationship with Record Owner Citizenship

    No. of Shares Held

    Percent

    (%)

    Common

    PCD Nominee Corp (Filipino)

    -G/F Makati Stock Exchange Bldg., 6767 Ayala Avenue, Makati

    Various

    Filipino

    279,120,900

    62.99%

    PCD Nominee Corp. (Non-Filipino)

    -G/F Makati Stock Exchange Bldg., 6767 Ayala Avenue, Makati

    Various

    Various

    29,003,000

    6.54%

    Lee, Edward K. -186 N. Averilla St., San

    Juan, M.M. Lee, Edward K.

    Filipino

    85,150,000 - Direct 28,519,200 – under

    PCD 25.65%

    Yu, Alexander C. -211 Ortega St., San Juan,

    Metro Manila

    Yu, Alexander C.

    Filipino

    20,000,000 – Direct 47,063,000 – under

    PCD

    15.13%

    Han, Paulwell -9E G/F Broom Road,

    Happy Valley, Hong Kong

    Han, Paulwell

    Chinese

    100,000 – Direct 24,024,800 – under

    PCD

    5.44%

    *No other single individual has reached more than 5% - 10% of the total outstanding shares of COL.

  • CitisecOnline.com, Inc. Definitive Information Statement Annual Stockholders’ Meeting – March 31, 2011

    5

    Manila Stock Exchange and presently to the Philippine Stock Exchange. He was elected as one of the Governors of the Philippine Stock Exchange and was the Chairman of the Computerization committee of the Manila Stock Exchange and PSE in 1994. He went on to become a member of the Board of Directors of A. Soriano Corporation serving for two terms. Mr. Lee was also nominated to the 2007 Entrepreneur of the Year Philippines by Ernst & Young. Alexander C. Yu Vice-Chairman Alexander C. Yu, 55, Filipino, is currently the Vice Chairman of COL since 1999 and the Vice Chairman and Treasurer of Citisecurities, Inc. since 1986. He is also currently a Director of CitisecOnline.com, Hong Kong, Ltd. since 2001 and also of Winner Industrial Corp. for more than 10 years. He is the proprietor of Trans-Asia General Merchandise and in 1997, served as a Director of A. Soriano Corporation.

    Conrado F. Bate President and Chief Executive Officer Conrado F. Bate, 48, Filipino, is currently the President and Chief Executive Officer of COL. He has extensive experience in the Philippine stock brokerage and fund management industry. Prior positions that he held include: Vice President of JP Morgan Philippines in 2002; President and CEO of Abacus Securities Corporation from 1995-1997; and Vice President of Fund Management Division of Philamlife Insurance Company from 1990 to 1995. Mr. Bate was a member of the Board of Directors of the Philippine Stock Exchange (2005-2006) and served as its Chairman of the Investor Education Committee and Member of the Legislative Committee. He is an independent director of the ATR KimEng Asset Management from 2005 to present and of Corston-Smith Asset Management Sdn. Bhd. from February 2009 to present.

    Khoo Boo Boon Director

    Khoo Boo Boon, 52, Malaysian, has extensive experience in international trading, advertising, market research and corporate management. He finished his degree in Psychology and Political Science (summa cum laude) as a state scholar at the National University of Malaysia and a Masters Degree in Management from the Asian Institute of Management. He was the General Manager and Treasurer Designate of the Waterfront Group and spearheaded the compan

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