Japan Vietnam Medical Instrument Joint Stock Company the resolution of the 2nd extraordinary shareholders’ meeting of 2012 held on November 21, 2012, as follows:
Article 1: The Meeting approved a plan to issue shares
to interchange with shares of shareholders of Kyoto Medical Science (KMS):
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Type of the issued stock: common stock
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Par value: VND10,000/share
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Number of shares issued: 4,070,000 shares
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Total value: 40,700,000,000 dongs
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Time of implementation: expected from Quarter 4.2012 to
Quarter 1.2012 after approval by the General Meeting and the State Securities
Commission of Vietnam.
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Objects of the issue: all shareholders of KMS
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The new shares will be transfer restricted 01 year according
to Decree No. 58/2012/NĐ-CP dated July 20, 2012 by the Prime Minister.
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All of newly-issued shares will be deposited at the Vietnam
Securities Depository and additionally listed on the Hochiminh Stock Exchange.
Article 2: The Meeting approved a plan to issue
shares to existing shareholders:
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Type of the issued stock: common stock
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Par value: VND10,000/share
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Number of shares issued: 9,917,600 shares
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Object of the issue: the existing shareholders whose names
are in the list on the record date.
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Exercise ratio: 100:28 (a shareholder owning 100 shares will
be entitled to buy 28 new
shares)
For
example: Shareholder Nguyen Van A owns 117 shares, the calculation will be: 117x28/100=32.76 new shares.
Therefore, shareholder A will have the right to buy 32 new shares.
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The number of shares offered to existing shareholders will
be rounded to units. The fractional parts and undistributed shares will be
offered to other objects by the Board of Directors at a price not less than the
one offered to the existing shareholders.
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The right to buy shares is
transferred only once
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Offer price: VND15,000/share
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Total value: 148,764,000,000 dongs
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Time of implementation: expected from Quarter 4.2012 to
Quarter 1.2012 after approval by the General Meeting and the State Securities
Commission of Vietnam.
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The new share proceeds are expected to fund two projects
link with K hospital and Viet Duc hospital.
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All of newly-issued shares will be deposited at the Vietnam
Securities Depository and additionally listed on the Hochiminh Stock Exchange.
Article 3: The Meeting authorized the Board of
Directors to decide procedures necessary.
Article 4: This resolution takes effect from November
21, 2012.