Sai Gon Securities Incorporation (SSI) announced the board resolution dated December 22, 2014 as follows:
Article 1: The General Meeting approved the share issuance plan to increase its charter capital from owners’ equity to existing shareholders as follows:
- Stock name: Stock of Sai Gon Securities Incorporation
- Stock type: common stock
- Par value: VND10,000/share
- Number of outstanding shares: 353,794,942 shares
- Estimated number of newly issued shares: 70,758,988 shares
- Total value of the issuance: VND707,589,880,000
- Objects: shareholders whose are name in the list of shareholders by Vietnam Securities Depository at record date to receive bonus shares
- Resource: capital surplus and undistributed profit tax, which are owned and used the right to use by parent company on audited consolidated financial statements of year 2013
- Exercise ratio: 5:1 (at the record date to receive bonus shares, a shareholder owning 01 share will receive 01 right, 05 rights will receive 01 bonus share)
- Plan of fractional shares: The bonus shares will be rounded down. The fractional shares will be cancelled.
- For example, if shareholder A owns 9 shares at the record date, he will receive: 9*1/5=1.8 shares. However, because of rounding down, he will receive 1 new share and 0.8 share will be cancelled
- Estimated time of the issuance: authorized to the Board of Directors to decide on specific time after State Securities Commission announces the receipt of all documents reporting on the issuance of shares to increase its charter capital
- Transfer restrictions:
ü Transfer restriction with the right to receive bonus shares: shareholders with the right to receive bonus shares will not transfer that right to any person
ü Restriction on the transfer of bonus shares: no restriction
- Distribution method: Bonus shares will be distributed directly to existing shareholders whose names in the shareholders list on record date to receive bonus shares
- In case the company finishes the issuance of 2,316,800 shares in accordance with ESOP at Article 7, Resolution No.01/2014/NQ-DHDCD dated April 25, 2014 by the Annual General Meeting of Shareholders prior to the date of bonus shares under this Article, the General Meeting will approve to increase number of shares issued by 463,360 shares.
Article 2: The General Meeting approved the share issuance plan to pay 2014 stock dividend from undistributed profit after tax as follows:
- Stock name: Stock of Sai Gon Securities Incorporation
- Stock type: common stock
- Par value: VND10,000/share
- Method of issuance: to issue shares to pay 2014 stock dividend
- Number of outstanding shares: 353,794,942 shares
- Number of treasury shares: 0 share
- Number of shares to be issued for dividend payment: 35,379,494 shares
- Total value of issuance: vnd353,794,940,000
- Objects: shareholders whose are name in the list of shareholders by Vietnam Securities Depository at record date to receive dividend
- Resource: capital surplus and undistributed profit tax, which are owned and used the right to use by parent company on audited consolidated financial statements of year 2013
- Exercise ratio: 10% (at the record date to receive bonus shares, a shareholder owning 01 share will receive 01 right, 10 rights will receive 01 share)
- Plan of fractional shares: The new shares will be rounded down. The fractional shares will be cancelled.
- For example, if shareholder A owns 19 shares at the record date, he will receive: 19*1/10 =1.9 shares. However, because of rounding down, he will receive 1 new share and 0.9 share will be cancelled
- Estimated time of the issuance: authorized to the Board of Directors to decide on specific time after State Securities Commission announces the receipt of all documents reporting on the issuance of shares to increase its charter capital
- Transfer restrictions: Restriction on the transfer of shares issued to pay dividend: no restriction
- In case the company finishes the issuance of 2,316,800 shares in accordance with ESOP at Article 7, Resolution No.01/2014/NQ-DHDCD dated April 25, 2014 by the Annual General Meeting of Shareholders prior to the date of bonus shares under this Article, the General Meeting will approve to increase number of shares issued by 463,360 shares.
Article 3: The General Meeting approved the private placement plan of bond, details as follows:
- Issuer: Sai Gon Securities Incorporation
- Bond type: non-convertible bond
- Currency: Viet Nam Dong
- Par value: VND500,000,000
- Expected issuance volume: at maximum 3,000 bonds
- Total value of offering (at par value): maximum VND1,500 billion
- Offering price: at Par value
- Offering method: the offering can be distributed into multiple tranches but the total offering period should not exceed 12 months
- Maturity: from 01 to 03 years as from issuance date of each tranche
- Interest rate: at the market rate, the General Meeting authorizes BOD to decide interest rate to satisfy the market situation at the time of each issuance
- Interest calculation period: interest will be calculated either once every 06 months or once a year
- Bond form: book entry
- Objects: financial institutions, credit organizations in Vietnam, other individual and organization investors who are interested investing in the Bonds
- Offering method: private placement
- Offering mode: via issuance agent
- Payment of principal & interest: Principal will be paid at once at maturity date, Interest will be paid as interest calculation period
- Expected time of issuance: after finishing procedures under Law
- Redemption: the company can be bought back either parts of or the whole amount of bonds issued before maturity
- Adjusted law: the Laws of Vietnam
- Purpose of the issuance: to raise the issuer’s financial capacity
- Use of proceeds: to improve the issuer’s underwriting capacity, to expand network, upgrade transaction system and information system
- Resource for payment of principal & interest: cash account in the Financial Statements at the time of payment; cash flow from operating activities; other lawful source of the company
Article 4: The General Meeting approved related procedures to complete the increase of charter capital under the result of the share issuance:
- To approve the increase in charter capital under total par value of the share issuance according to Article 1 and Article 2
- To approve the additional registration and listing of newly shares in issuance at Vietnam Securities Depository and Hochiminh Stock Exchange
- To amend the company’s Charter according in charter capital related under the result of the issuance
- To authorize the Board of Directors to implement necessary procedures.
Article 5: The General Meeting approved to admen Article 2 Resolution No. 01/2014/NQ-DHDCD dated April 25, 2014 by the Annual General Meeting of Shareholders of Sai Gon Securities Incorporation.
- To cancel the following section in Article 2 of Resolution No. 01/2014/NQ-DHDCD dated April 25, 2014 by the Annual General Meeting of Shareholders of Sai Gon Securities Incorporation: Authorize to the Board of Directors to decide on interim dividend payment of the year of 2013 in cash to shareholders based on actual business of 2014 with a maximum at 10% par value.
Article 6: This resolution takes effect as from December 22, 2014.
