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DCS: Annual General Mandate 2014
Dai Chau Joint Stock Company announced Annual General Mandate approved
on 23/04/2014 as follows:
Article 1: Approve
the report of BOD on the operation result 2013 and the plan for 2014
Some main targets in the audited financial statement 2013 as follows:
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Targets
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Unit
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2013
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1.Net
revenue
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VND billion
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|
|
2.Profit
before tax
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VND billion
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|
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3.Profit
after tax
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VND billion
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3
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4.Total
asset
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VND billion
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|
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-
Short-term asset
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VND billion
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|
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-
Long-term asset
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VND billion
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|
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5.Payables
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VND billion
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|
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-
Short-term debts
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VND billion
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|
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-
Long-term debts
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VND billion
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|
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6.Equity
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VND billion
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|
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7.Borrowing
interest cost
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VND billion
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|
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8.Enterprise
management cost
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VND billion
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The operation plan for 2014:
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No.
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Targets
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Unit
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Plan for 2014
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1
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Net
revenue
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VND
billion
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750
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2
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Total
profit before tax
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VND billion
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32
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3
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Corporate
income tax (22%)
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VND billion
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7.04
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4
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Profit
after tax
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VND billion
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24.96
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5
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Dividend payment (80% of profit after tax)
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VND billion
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20
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Article 2: Approve
the report of Supervisory Board 2013
Article 3 Approve
the remuneration for BOD and Supervisory Board 2013 and the plan for 2014
1.
The remuneration of BOD and Supervisory Board 2013
Annual General Meeting of Shareholders 2013
approved: the profit was VND 15 billion, the remuneration for BOD and
Supervisory Board was VND 100 million. According to the operation results in
2013, the profit after tax was VND 2.8 billion; however, the profit after tax
in 2012 was VND – 6 billion, so the profit in 2013 did not cover the loss in
2012. Thus, BOD and Supervisory Board did not receive the remuneration in 2013.
2. Approve the remuneration plan for BOD
and supervisory Board 2014
- The total salary fund plan for 2014: VND
6 billion
- The remuneration for BOD and Supervisory
Board: 2% x VND 6 billion = VND 120 million
Article 4: Approve the funds extraction,
dividend payment 2013 and the plan for 2014
1. The profit distribution and dividend
payment 2013
According to the operation results in 2013,
the profit after tax was VND 2.8 billion; however, the profit after tax in 2012
was VND – 6 billion, so the profit in 2013 did not cover the loss in 2012.
Thus, AGM did not make funds extraction and dividend payment.
2. The plan on the profit distribution and
dividend payment 2014
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No.
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Plan targets
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Unit
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Plan for 2014
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1
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Net revenue
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VND billion
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750
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2
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The profit after tax
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VND billion
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24.96
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3
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Dividend payment (80% of profit after tax)
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VND billion
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20
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Article
5: Approve the selection of the auditor for fiscal 2014
Annual General Mandated authorizes BOD to
select the auditor for fiscal 2014
Article
6: Approve the method of issuing additional shares to increase the charter
capital from VND 383,110,000,000 to VND 423,100,000,000
6.1 The capital sources used to issue the
shares
Based on the audited consolidated financial
statement as on 31/12/2013 of Dai Chau Joint Stock Company:
- Charter capital: VND
347,730,000,000
+ Treasury shares: 1,455
shares
- Number of current shares: 34,771,545
shares
- Capital sources: VND
26,884,888,434
+ Share surplus: VND
20,609,176,600
+ Investment and development fund: VND 3,451,978,627
+ The undistributed profit after tax: VND
- 3,494,888,006
- The benefit of minority shareholders: VND -
20,853,660
6.2
The method of issuance:
6.2.1 Issuing 1,738,000 shares according to
Employee Stock Ownership Plan (ESOP) of the Company
- Type of share: Common share, freely transfer
- Par value: VND
10,000/share
- Number of
shares to be issued: 1,738,000 shares,
equivalent to 5% of current shares
- Total par value of issuance: VND 17,380,000,000
- Shares issued to: The employee of Dai Chau
JSC in accordance with ESOP
- AGM authorizes BOD to approve terms, the
list and numbers of shares which labor are eligible to buy. BOD distributes the
shares which labors refuse to buy (if any) to other subjects in the terms and
conditions but the offering price is not less than the price offered to labors.
- Issuing price: VND 8,000/share
- Capital source to cover the share
issuance under par value: Share surplus
- Transfer buying right: freely
- Exercise date: After being approved by
State Securities Commission
6.2.2
Issuing VND 2,261,000 shares to strategic investors
- Type of share: Common share
- Issuance method: Private placement
- Par value: VND 10,000/share
- Total shares to be issued: 2,261,000 shares
- Total par value of issuance: VND 22,610,000,000
- AGM authorizes BOD to decide on the share
issuance to strategic investors
- Issuing price: VND 8,000/share
- Capital source to cover the share
issuance under par value: Share surplus
- Estimated stock dilution: in the private
placement of shares appear the risk on stock dilution, including: (i) the
earnings per share, (ii) the dilution of book value, (iii) the dilution of
shareholding rate and voting right.
- Expected exercise date: BOD selects the
exercise date after being approved by Sate Securities Commission
- Restriction for share transfer: the
additional shares in this issuance will be restricted for transfer in one year
since the completion of the issuance.
- BOD will distribute the shares which are
not bought by strategic investors (if any) to other investors in the term and
conditions in accordance with the issuance but the offering price is not less
than the issuing price to strategic investors.
6.2.3
The method of using the proceeds from the issuance:
All proceeds from the issuance will be used
to invest in the construction of Phu Thuong Project which has total investment
value in amount of VND 597.2 billion. Hanoi People’s Committee issued
Investment Certificate No. 01121000376
6.3
Approve the relating works to complete the charter increasing process.
6.3.1 Approve the change in the Charter of
the Company on the charter capital after the share issuance
6.3.2 Approve the change in Business
Registration Certificate based on the results of the issuance
6.3.3 Approve the additional listing and
depository on HNX and Vietnam Depository Centre
Article
7: Approve the method of issuing 12 fractional shares arising from the dividend
payment 2010, increasing the charter capital from VND 335 billion to VND 347
billion.
Article
8: Performance
BOD, Management Board and Supervisory Board
take responsibility to perform the contents in this general mandate.
This Annual General Mandate goes into effect
on 23/04/2014.
HNX
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