Gemadept : Resolution of 2017 Annual General Meeting of Shareholders
05/27/2017 | 03:47am EDT
GEMADEPT CORPORATION SOCIALIST REPUBLIC OF VIETNAM
Independence -Freedom -Happiness
No.:Ofil.t/GMD-£>H£>C£>Ho Chi Minh City, May 26'" 2017
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2017 OF GEMADEPT CORPORATION
Law on Enterprise No. 68/2014/ QHJ3 dated November 261
2014 of the National
Assembly of the Socialist Republic of Vietnam;
Charter of Gemadept Corporation on the General Meeting of Shareholders; Minutes of the 2017 Annual General Meeting of Shareholders.
The Annual General Meeting of Shareholders (AGM) of Gemadept Corporation was held from 9:00 AM to 12:00 PM on May 26th 2017 at Lotus Ballroom,151 floor, REX Hotel, 141 Nguyen Hue Street,District 1, Ho Chi Minh City.Participants are the Company 's shareholders as per Shareholder list recorded on April 26th 2017 by Vietnam Securities Depository -HCMC Branch.
There were 157 shareholders attending the Meeting, possessmg and representing 143,949,758 shares, occupying 80.23% of the total number of shares with voting rights. Pursuant to Article 141, Paragraph I of the 2014 Law on Enterprises, the AGM of Gemadept Corporation met the required conditions to be proceeded.
Basing on the presented reports,discussion, voting results of th Submissions and the Minutes being read in the Meeting, the AGM adopted the Resolution as follows:
1. REPORT OF THE BOARD OF MANAGEMENT AND THE INSPECTION COMMITTEE OFYEAR 2016:
The AGM approved the Report of the Board of Management and Report of the Inspection Committee on the business activities of the Company in 2016, by 100% votes in favor, 0% vote against and 0% abstention.
AUDITED FINANCIAL STATEMENT OF YEAR 2016:
The AGM approved the Financial Statements of 2016 audited by Auditing and Consulting Co., Ltd (A&C), including the Financial Statements of Gemadept Corporation and Consolidated Financial Statements, by 100% votes in favor,0% vote against and 0% abstention.
PROFIT DISTRIBUTION OF YEAR 2016:
The AGM approved the plan for distribution of profit after tax and allocation for funds in 2016, by 100% votes in favor,0% vote against and 0% abstention.Details as follows:
Profit distribution for 2016:
- Dividend by cash:15% (VND 1,500 I share)
Authorizing the Board of Management to conduct necessary works related to dividend by cash.
Fund allocation for 201 6:
Board's fund,amount of allocation
Fund for rewards and welfare benefits, amount of allocation
BUSINESS PLAN OF 2017:
:3% of profitaftertax
:5% of profit after tax
The AGM approved the targets of business plan of 2017,by 100% votes in favor,0% vote against and 0% abstention. Details as follows:
- Consolidated revenue Consolidated profit before tax
: VND 530Bil.
PRJVATE OFFERING TO CONVERT LOANS TO SHARES
The AGM approved the private offering plan to convert the convertible loans to shares, by
99.02% votes in favor, 0.98% vote against and 0% abstention.Details as follows:
Approval for a private offering plan to convert the convertible loans held by VI (Vietnam Investments) Fund II, L.P. and Ms. Le Thuy Huong with following details:
Purpose of the issuance: private offering to convert loan into shares of the Company in accordance with Resolution No.01-2011/GMD-E>IIDCE> promulgated by the AGM on May 20th, 2011.
Name of share: Share of Gemadept Corporation Charter capital:VNDl,794 ,322,810,000
Number of outstanding shares (prior to the issuance):179,432,281 shares
Number of treasury shares (prior to the issuance):0 share
Type of Share: Ordinary share
Stock code: GMD
Stock Exchange: Ho Chi Minh City Stock Exchange
Par value: VNDl0.000/share (Ten Thousand Vietnamese Dong/share) Number of shares to be issued:
87,677,230 shares to VI (Vietnam Investments) Fund II,L.P., equivalent to 30.41% of total number of shares outstanding post-issuance
21,167,446 shares to Ms. Le Thuy Huong, equivalent to 7.34% of total number of shares outstanding post-issuance.
Issuance for VI (Vietnam Investments) Fund Il, L.P.
Issuance for Ms. Le Thuy Huong
Charter Capital (VND)
Total number of shares outstanding
Total number of shares held by foreign shareholders
Total ownership percentage (%) of foreign
Share issuance price: VND 10,640 /share.
Method of determining share issuance price (conversion price) is based on:
Resolution No. 01-2011/GMD-DHDCD promulgated by the AGM on May 20th, 2011 on issuing convertible loan.
Convertible Loan Agreement entered into by and between VI (Vietnam Investments) Fund 11, L.P. and Gemadept Corporation dated June 18th, 2012;
Assessment Report on private offering plan for conversion of independent valuer in Appendix 1.
Restriction of share transfer: the shares acquired from private offering will be restricted from transfer for a period ofO 1 (one) year from the completion of private offering.
Form of issuance:private offering to VI (Vietnam Investments) Fund II, L.P,a company incorporated inCayman Islands,with Certificate of Exempted Limited Partnership No. MC- 45666 issued by the Registrar of Exempted Limited Partnership, Cayman Islands and Ms.Le Thuy Huong,a Vietnamese citizen having the ID Card No. 021548116 issued by the Public Security of Ho Chi Minh City on August 2nd, 2010.
Proposed issuance time: Within 2017. For clarity, the privateoffering shall be completed within 90 days from the date on which the Company received the notification of the State Securities Commissionof Vietnam on receiving the proper application dossier for registration of private offering in accordance with the laws.
Payment method: All of issued shares shall be acquired by:
VI(Vietnam Investments) FundII,L.P.free of allcharges,forthe purposeof converting USO 40,880,181(Forty Million Eight Hundred Eighty Thousand One Hundred And Eighty One US Dollar),equivalenttoVND 932,885,727,200(Nine HundredThirty Two BillionEight HundredEighty Five Million Seven HundredTwenty Seven Thousand And Two Hundred Vietnamese Dong),toshares.
Ms. Le ThuyHuongfree ofallcharges, for the purpose of converting the Facility of USO 9,869,484 (Nine Million EightHundred Sixty Nine Thousand FourHundred and Eighty Four US Dollar),equivalenttoVND 225.221.625.440 (Two HundredTwenty Five Billion Two Hundred TwentyOne MillionSixHundred Twenty Five Thousand Four Hundred And Forty Vietnamese Dong),to shares.
Approval for Assessment Report on private offering plan for conversion of independent valuer in Appendix 1.
Approvalfortheincrease of charter capitalof GemadeptCorporation from VND l ,794,322,810,000(One thousand Seven HundredNinety-Four Billion Three Hundred Twenty Two Million Eight Hundred And Ten Thousand Vietnamese Dong)to VND 2.882.769.570.000(J'wo Thousand Eight Hundred Eighty Two BillionSeven Hundred Sixty Nine Million Five Hundred And Seventy ThousandVietnamese Dong)and for respective amendment of The Company's Charter to reflect this capitalincrease.
Gemadept Corporation published this content on 27 May 2017 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 27 May 2017 07:46:21 UTC.