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SD2: Results of Annual General Meeting of Shareholders 2009
Song Da 2JSC has disclosed the results of its Annual General Meeting of Shareholders. The following resolutions were approved:
1. Report of Operating result of 2008
- Operating result: VND 255.8 bil.
- Revenue: VND 273.9 bil.
- Profit before tax: VND 15.13 bil.
- Profit after tax: VND 10.36 bil.
- Average income: VND 3.23 mil./person/month
- Dividend payout ratio: 16%
2. Plan in 2009
- Operating result: VND 402.9 bil.
- Revenue: VND 365.2 bil.
- Profit: VND 16.1 bil.
- Payables to the State: VND 18 bil.
- Average income: VND 3.5 mil./person/month
- Dividend payout ratio: 15%
- Investment: VND 68 bil.
+ Equipment: VND 22.7 bil.
+ Production expansion: VND 45.3 bil.
3. Report of Supervisory Board’s activities, the Board of Directors
4. Audited financial statement 2008 and profit distribution plan:
- Retained profit 2007: VND 8,882,826,218
- Retained profit 2008: VND 15,135,796,075
- Profit with tax heaven: VND 2,868,962,955
- Excluded expenses: VND 4,772,894,306
- Profit before tax: 17,039,727,426
- Income tax: VND 4,771,123,679
- Reduced tax used to supplement the Investment and Development Fund: VND 2,385,561,840
- Profit after tax: VND 10,364,672,396
- Financial reserve fund: VND 518,233,620
- Investment and Development Fund: VND 518,233,620
- Reward and welfare fund: VND 1,036,467,240
- Dividend payment 2008 (16%): VND 7,765,600,000
+ First round dividend payment 2008 (10%)
+ Second round dividend payment 2008 (6%)
- Retained earnings 2008: VND 366,637,917
- Undistributed profit 2008 (supplementing to the working capital 2009): VND 9,249,464,135
- Remuneration for Management Board and Supervisory Board 2008: VND 501.120,000
5. Payment for Board of Directors and Supervisory Board 2009: VND 576,000,000
- The Board of Directors may decide a reward of 10% of excessive profit for all the staff of the company, however, the reward are not allowed to exceed VND 500 mil. In case average targets exceed the plan but profit does no there will no excessive reward.
6. Auditing company in 2009
- The General Meeting of Shareholders assigned the Board of Directors to choose one of the proposed auditing companies.
7. Adjustment of issuing price of new shares issued to increase chater capital as follows:
- Name of the issuer: Song Da 2 JSC.
- Stock code: SD2
- Stock type: Common stock.
- Par value: VND 10,000.
- Total volume of shares to be offered: 2,146,500 shares
- Total value of shares to be offered: VND 21,465,000,000
- Subject of the placement:
+ Outstanding shareholders at record date: 1,941,400 shares (equivalent to VND19,414,000,000); exercise rate: 5:2; price: VND 10,000/share.
+ The staff of the company: 205,100 shares (equivalent to VND 2,051,000,000), price: VND12,000/share. In real situation, the price may be adjusted to decrease but not less than VND10,000/share.
- The odd lot shares and shares unsold will be issued for other subject at the price no less than the price issued for the staff.
- Plan of using the proceeds: used for capital of projects and supplemented to working capital.
- Listing of additional shares
8. Plan to settle damaged assets at rock mine D3 – Ban Ve hydro power project: VND937,785,843 from Financial reserve fund.
9. Amendmend of the charter of the company:
(1) The company have to use minimum 70% total resource to invest in main business line. Total capital investment outside the company will not exceed the owner’s equity.
(2) For investment in bank, insurance, securities, the company is entitled to invest one company for each field with the value not being excess 20% of the charter capital of company received capital contributions providing that capital contributions of holding company and subsidiary companies is not excess 30% of company received capital contributions.
(3) The company will not contribute capital to risk investment funds, securities investment fund or securities investment company.
(4) Board of Directors has the right to raise capital for operation providing that debt/owner’s equity of the company will not be excess 3 times. In case of beyond this stipulation, General Meeting of Shareholders will decide.
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