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    GMD   VN000000GMD0

GEMADEPT CORPORATION

(GMD)
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Gemadept : Resolution of 2017 Annual General Meeting of Shareholders

05/27/2017 | 03:47am EDT
GEMADEPT CORPORATION SOCIALIST REPUBLIC OF VIETNAM‌‌‌‌

Independence -Freedom -Happiness

-----------------r.>-O"'G' --------------

No.: Ofil.t /GMD-£>H£>C£> Ho Chi Minh City, May 26'" 2017

RESOLUTION ANNUAL GENERAL MEETING OF SHAREHOLDERS 2017 OF GEMADEPT CORPORATION

Pursuant to:

"

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 OF YEAR 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.

  1. 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.

  2. 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:

  3. 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.

  4. Fund allocation for 201 6:

    Board's fund, amount of allocation

    Fund for rewards and welfare benefits, amount of allocation

  5. BUSINESS PLAN OF 2017:

  6. :3% of profit after tax

    :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 3,800 Bil.

    : VND 530 Bil.

  7. 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:

  8. 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.

      No.

      Item

      Before issuance

      Issuance for VI (Vietnam Investments) Fund Il, L.P.

      Issuance for Ms. Le Thuy Huong

      After issuance

      01

      Charter Capital (VND)

      1,794,322,810,000

      876,772,300,000

      211,674,460,000

      2,882,769,570,000

      02

      Total number of shares outstanding

      179,432,281

      87,677,230

      21,167,446

      288,276,957

      03

      Total number of shares held by foreign shareholders

      53,578,479

      87,677,230

      141,255,709

      04

      Total ownership percentage (%) of foreign

      29.86%

      30.41%

      49.00%

      shareholders

      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 of O 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 in Cayman 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 private offering shall be completed within 90 days from the date on which the Company received the notification of the State Securities Commission of 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) Fund II, L.P. free of all charges, for the purpose of converting USO 40,880, 181 (Forty Million Eight Hundred Eighty Thousand One Hundred And Eighty One US Dollar), equivalent to VND 932,885,727,200 (Nine Hundred Thirty Two Billion Eight Hundred Eighty Five Million Seven Hundred Twenty Seven Thousand And Two Hundred Vietnamese Dong), to shares.

      • Ms. Le Thuy Huong free of all charges, for the purpose of converting the Facility of USO 9,869,484 (Nine Million Eight Hundred Sixty Nine Thousand Four Hundred and Eighty Four US Dollar), equivalent to VND 225.221.625.440 (Two Hundred Twenty Five Billion Two Hundred Twenty One Million Six Hundred Twenty Five Thousand Four Hundred And Forty Vietnamese Dong), to shares.

  9. Approval for Assessment Report on private offering plan for conversion of independent valuer in Appendix 1.

  10. Approval for the increase of charter capital of Gemadept Corporation from VND l ,794,322,810,000 (One thousand Seven Hundred Ninety-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 Billion Seven Hundred Sixty Nine Million Five Hundred And Seventy Thousand Vietnamese Dong) and for respective amendment of The Company's Charter to reflect this capital increase.

  11. A

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.


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P/E ratio 2021 28,5x
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Minh Van Do Chief Executive Officer & Director
Nhan Van Do Chairman
Khang Duc Chu Vice Chairman
Ninh Vu Director
Nguyet Minh Nguyen Director & Chief Accountant