HMH: Annual General Mandate 2015

On 19/04/2015, Hai Minh Corporation announced annual General Mandate 2015 as follows:

1. Approve production, business result in 2014 and production, business plan in 2015:

a. Production, business result in 2014:

Unit: VND million

b. Production, business plan in 2015

Unit: VND million

2. Approve profit distribution, dividend payment for shareholders in 2014 and dividend payment plan in 2015

- Dividend payment in 2014:                    17 % in cash (completed)

- Extraction to Bonus & welfare fund:       5% of consolidated profit

- Extraction to fund of Board of Directors: 5 % of consolidated profit

- Expected dividend payment in 2015:      from 10 % - 12 % in cash from retained profit

3. Approve investment plan in 2015

4. Approve authorizing Board of Directors to select the Auditor for financial statement in 2015

5. Approve increase of charter capital of the Company – plan of share issue to increase charter capital and use of proceeds

Approve increasing charter capital of the Company from VND 100 billion to VND 151.8 billion in 02 years 2015 and 2016 and plan of share issue to increase capital, use of proceeds as follows:

1. Issuer: Hai Minh Corporation

2. Share code: HMH

3. Type of shares: Common share

4. Par value: VND 10,000/ share

5. Number of outstanding shares: 10,000,000 shares

6. Total issue value: VND 51,800,000,000

7. Number of shares to be issued: 5,180,000 shares

+ In 2015: 3,200,000 shares

- Issue shares from owners’ equity to existing shareholders (15 %): 1,500,000 shares

- Issue shares to staff & employees (5 %): 500,000 shares

- Offer to existing shareholders (12 %): 1,200,000 shares

+ In 2016: 1,980,000 shares

- Issue to staff & employees (5 %): 660,000 shares

- Issue shares from owners’ equity to existing shareholders (10 %): 1,320,000 shares

8. Issue price:

+ Existing shareholders: VND 15,000/ share

+ Staff & employees: VND 10,000/ share

9. Issue method

+ Existing shareholders: Implement rights of purchasing shares and receiving shares from owners’ equity

+ Staff & employees: Direct offer

10. Subjects

+ Existing shareholders: Shareholders having their name in list of shareholders on record date

+ Staff & employees: Staff & employees in the Company approved by Board of Directors.

11. Time

Expected in 2015 and 2016

12. Share transfer

+ Existing shareholders: Not restricted from transfer

+ Staff & employees: Decided by Board of Directors

13. Exercise rate

+ Existing shareholders: 100:12

Treatment for fractional shares: Number of issued shared would be rounded to the unit digit

+ Staff & employees: 100:15 (in 2015) and 10:1 (in 2016)

Treatment for fractional shares: Number of issued shares would be rounded to the unit digit

14. Treatment for unsold shares (if any)

Number of unsold shares and fractional shares (if any) would be authorized to Board of Directors to distribute to other subjects according to regulation of Law with price not lower than issue price to existing shareholders.

Number of fractional shares would be removed.

15. Basis of pricing

Based on liquidity of HMH shares on stock exchange, demand for capital of the Company, book value of the Company on 31/12/2014 of VND 22,194/ share, Board of Directors would request expected selling price to existing shareholders of VND 15,000/ share and to staff & employees of VND 10,000/ share.

16. Share dilution after the share issue

In the share issue, there would be risks of share dilution, including:

- Dilution of earnings per share – EPS

- Dilution of book value

- Dilution of shareholding and voting right

- Dilution of reference price on ex-date

* Regarding to dilution of EPS and book value

a. Earnings per share – EPS

+ Number of outstanding shares: 10,000,000 (1)

+ Number of shares after the issue: 5,180,000 (2)

+ Number of outstanding shares after the issue: 15,180,000 ((3) = (1) + (2))

+ Profit after tax in 2014: VND 40,564,778,221 (4)

+ EPS before the issue (5) = (4) / (1): VND 4,056

+ EPS after the share issue (6) = (4) / (3): VND 2,672

b. Book value

+ On 31/12/2014, book value according to financial statement of the Company was VND 22,154/ share. After the issue, if increase of owners’ equity is lower than increase of number of shares after the issue, book value would decrease.

* Shareholding and voting right

Shareholding and voting of existing shareholders would decrease appropriately with rate of shareholders denying purchasing right in this share issue.

* Reference price on ex-date

Ptc = (24,000 + (12 % * 15,000))/ (1 + 27 %) = VND 20,709/ share

17. Use of proceeds

17.1. Expected proceeds from the share issue

17.2. Capital allocation to projects

In order to ensure efficiency of use of proceeds, General Meeting of Shareholders:

- Authorize Board of Directors to take responsibility for building feasible plan and detailed use of proceeds to ensure profitability of projects and benefits of shareholders of the Company.

- Authorize Board of Directors to allocate proceeds from the share issue to suit schedule of projects, combining with existing capital of HAMI CORP to offset missing capital for demands of projects.

18. Additional listing of shares

All additional shares would be listed on Hanoi Stock Exchange and deposited in Vietnam Securities Depository.

19. Authorize Board of Directors to:

- Adjust, amend share issue plan to accord with regulation of Law and Charter of the Company (if any)

- Select suitable time to deploy the share issue and do necessary procedures relating to the share issue

- Treat fractional shares and unsold shares (if any)

- Approve contracts and other documents relating to the share issue

- Complete necessary procedures to increase charter capital of the Company

- Make documents of additional listing and depository

- Implement amendment, supplement of Charter of the Company relating to change of charter capital after the share issue.

6. Approve authorizing Board of Directors to select the consulting unit to amend Charter of the Company and Business Registration Certificate to accord with Law on Enterprises 2014

Approve moving all balance of financial reserve fund until 31/12/2014 to investment & development fund

Approve supplementing business line in Business Registration Certificate: Petroleum business

7. Approve selling all 31,716 treasury shares; assign Management Board to select suitable time and trading method

This General Mandate comes into effect from the signing date.

HNX

>   Hoa Binh Securities Joint Stock Company: Annual General Mandate 2015 (27/04/2015)

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>   HBS: Annual General Mandate 2015 (27/04/2015)

>   LHC: Board Resolution (27/04/2015)

>   LHC: Board Resolution (27/04/2015)

>   RCL: Annual General Mandate 2015 (27/04/2015)

>   LM7: Annual General Mandate 2015. (27/04/2015)

>   KLF: Change in number of outstanding shares (27/04/2015)

>   LDP: Board Resolution (27/04/2015)

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