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SCJ: Board Resolution
Sai Son Cement JSC announces the Board Resolution approved on 26/8/2009 as follows:
1. Change in dividend payout ratio for 2009 approved in the General Mandate on 29/4/2009. Accordingly, dividend payout ratio of 2009 is 40% of charter capital at least. The Board of Directors are assigned to decide the dividend payout ratio based on the operating results of the Company in 2009 and report to the next General Meeting of Shareholders.
2. Plan for Seasoned issue to increase Charter capital to VND 97.58 billion and listing new shares on Hanoi Stock Exchange.
2.1. Issue method:
1. Dividend payment 2009 by share:
- Rate: 40% (equaling 1,904,000 shares to be issued). Shareholders will receive 2 new shares for every 5 shares they own. The number of shares received by each shareholder will be rounded down to unit digit. The odd shares (less than one share) will be reserved by the Company to offer to other investors with the price as defined in item b below.
- Record date: determined after the SSC approves the seasoned issue plan of the Company.
2. Placement of 2,856,000 shares with outstanding shareholders
- Stock type: Common
- Par value: VND 10,000
- Offering volume: 2,856,000 shares
- Exercise rate: 5:3 (Shareholders are entitled to buy 3 new share for every 5 rights they own)
- Transfer of share purchase rights: share purchase rights can only be transferred once during the registration time for purchasing shares.
- The number of shares a shareholder can buy is rounded down to unit digit.
- Issue price: To be decided by the Board of Directors, not higher than the price offered to the staff.
- Undistributed shares and odd shares will be offered to other eligible investors with the price not less than that offered to outstanding shareholders.
- Exercise time: After the General meeting of Shareholders and the SSC approve the plan.
3. Placement of 238,000 shares with the staff
- Stock type: Common
- Par value: VND 10,000
- Offering volume: 238,000 shares
- Subject of the issue: The Company’s staff selected and approved by the Board of Directors.
- Transfer of share purchase rights: Not to be transferred.
- Issue price: VND 22,000/share
- Undistributed shares and odd shares will be offered to other eligible investors with the price not less than that offered to the staff.
- Exercise time: After the General meeting of Shareholders and the SSC approve the plan.
2.2. Use of proceeds:
- To supplement the lacking capital due to the adjustment of the financing for the Nam Son Cement Factory Project with capacity of 350,000 tons/year from VND 298 billion to VND 377 billion.
- Compensation for the contribution of senior workers.
3. The Board of Directors are assigned to carry out procedures relating to the issue, application for the change in Charter Capital after the issue.
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