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HJS: Annual General Mandate 2015 On 23/05/2015, Nam Mu Hydropower Joint Stock Company
announced Annual General Mandate 2015 as follows:
Article 1: Approve following contents:
1. The business result and the financial performance in 2014
- Production business value: VND
158.9 billion
- Revenue: VND
144.6 billion
- Profit after tax: VND
19.18 billion
- Total asset: VND
589.3 billion
+ Short-term asset: VND
32.4 billion
+ Long-term asset: VND
556.9 billion
- Equity: VND
589.3 billion
+ Liabilities: VND
392.8 billion
+ Owner’s Equity: VND
196.5 billion
(Approval rate: 100%)
2. The business and financial plan 2015:
- Production business value: VND
165 billion
- Revenue: VND
153.5 billion
- Profit before tax: VND
31.3 billion
- Profit after tax: VND
29 billion
- Dividend payout ratio: 10%
- Investment value: VND
0.5 billion
3. The 2014 dividend payment and profit distribution plan:
Unit: VND
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No.
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Content
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Amount
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1
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Realized profit before tax
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21,125,431,659
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2
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Current business income tax charge
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1,948,415,598
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3
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Business income tax exemption
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3,917,124,173
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4
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Realized profit after tax
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19,177,016,061
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5
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Extraction of funds
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4,027,173,373
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a
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Development and investment fund (16%)
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3,068,322,570
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b
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Bonus and welfare fund (5%)
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958,850,803
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6
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Remaining profit after fund extraction
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15,149,842,688
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7
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Profit used for dividend payment by share
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14,999,980,000
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8
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Remaining profit after distribution
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149,862,688
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(Approval rate: 100%)
4. The operational report 2014 of Board of Directors
(attached document)
Approval rate: 100%
5. The operational report 2014 of Supervisory Board
(attached document)
Approval rate: 100%
6. Salary and remuneration 2014 of Board of Directors,
Supervisory Board, Secretary and Management Board and the remuneration plan
2015
6.1. Salary and remuneration in 2014: VND 731.640 million
6.2. The salary and remuneration payment plan 2015:
+ When the completion rate of main targets like revenue and
profit is not below 100%, the maximum salary and remuneration of Board of
Directors, Supervisory Board, Secretary and Management Board:
- Salary of the specialized Chairman of Board of Directors: VND 40 million per month
- Salary of the specialized head of Supervisory Board: VND 14 million per month
- Salary of executive director: VND 37 million
per month
- Remuneration of the non-specialized chairman of Board of
Directors: VND 6 million per month
- Remuneration of members of Board of Directors and
Supervisory Board: VND 4 million per month
- Remuneration of members of Supervisory Board: VND 3
million per month
- Remuneration of the secretary: VND 2 million per month
+ When the completion rate of main targets like revenue and
profit is below 100%, salary and remuneration of Board of Directors,
Supervisory Board, Secretary and Management Board will be calculated based on
the completion rate.
+ The specialized Board of Directors, Supervisory Board and
Manager paid salary will not have remuneration.
Approval rate: 100%.
7. Change the 2013 dividend payment plan
Change from “in cash with the rate of 10%” to “by share with
the rate of 10%”.
Time of payment: Quarter 3 or quarter 4 of year 2015.
Approval rate: 100%
8. Charter capital increase plan
Approve the charter capital increase plan of the Company as
follows:
Increase the charter capital of the Company by VND
59,999,930,000 from VND 149,999,890,000 to VND 209,999,820,000. In which:
- VND 14,999,980,000: 2013 dividend payment by share with
the rate of 10%
- VND 14,999,980,000: 2014 dividend payment by share with
the rate of 10%
- VND 29,999,970,000 (20% of the charter capital) is used
for increasing working capital and enhancing the financial capacity of the
Company.
* Detailed contents:
a. 2013 dividend payment by share
- The object of issuance: Outstanding shareholders of the
Company
- Issuance rate: 10% of the charter capital (for every 10
shares, shareholder will receive 01 new share)
- The number of issued shares: 1,499,998 shares
- The additional charter capital: VND 14,999,998,000
b. 2014 dividend payment by share:
- The object of issuance: Outstanding shareholders of the
Company
- Issuance rate: 10% of the charter capital (for every 10
shares, shareholder will receive 01 new share)
- The number of issued shares: 1,499,998 shares
- The additional charter capital: VND 14,999,998,000
c. Public offering
- The object of public offering: Outstanding shareholders of
the Company named in the list of shareholders having the right to purchase
- Offering rate: 20% of the charter capital (for every 10
shares, shareholder will receive 01 new share)
- The number of offered shares: 2,999,997 shares
- The expected offering price: VND 10,000 per share
- The expected proceeds: VND 29,999,970,000
- The additional charter capital: VND 29,999,970,000
In case that there are the odd shares after rounding or
outstanding shareholders do not purchase all offered shares, Board of Directors
will continue offering to other objects with the offering price not lower than
the initial price.
d. Total offered shares of this issuance:
- Total number of offered shares: 5,999,993 shares
- Total additional charter capital: VND
59,999,930,000
- The charter capital after issuance: VND 209,999,820,000
e. Time
- Expected time of issuance: Quarter
3 and 4 of year 2015
Approval rate: 100%
9. Amend the charter of the Company
Amend and supplement some clauses and articles in the
charter of the Company according to the new Law on Enterprises No. 68/2014/QH13
taking effect from 01/07/2015.
- Change definitions and references
- Change standards and concept of member of Board of
Directors and Supervisory Board
- Remove the position of Vice Chairman of Board of Directors
- Supplement some articles on the effect of General Mandate
- Other changes accordingly with Law on Enterprises No.
68/2014/QH13
Approval rate: 100%
10. The restructuring plan
Approve the plan of restructuring the Company as follows:
a. Maintain the production business operation of 03
hydropower plants: Nam Mu Hydropower Plant, Nam Ngan Hydropower Plant and Nam
An Hydropower Plant.
b. Finish dissolving the construction branch of Nam Mu 101
Hydropower Joint Stock Company in May 2015.
c. Build the plan of divestment in the subsidiary company,
including the plan of dissolving the subsidiary company.
d. Conduct the divestment in the subsidiary company and
other financial investments in 2015.
Approval rate: 100%
11. General Meeting of Shareholders authorizes Board of
Directors and Supervisory Board to:
a. Be proactive in selecting one of independent audit units (approved
by State Securities Commission of Vietnam for auditing listed organizations)
for financial year 2015
b. Authorize Board of Directors to approve contents related
to charter capital increase, stock listing and charter amendment when
increasing capital.
c. Authorize Board of Directors to approve contents related
to the divestment of the Company and the dissolution of Song Da Tay Do Joint
Stock Company.
Approval rate: 100%
12. Result of electing Board of Directors and Supervisory
Board:
Approve the result of electing members of Board of Directors
and Supervisory Board for the term 2015 – 2019 as follows:
a. Board of Directors has 05 members, including:
- Mr. Ha Ngoc Phiem with the voting rate of 100%
- Mr. Do Van Ha with the voting rate of 100%
- Mr. Tran The Quang with the voting rate of 100%
- Mr. Dao Quang Dung with the voting rate of 100%
- Mr. Bui Vi Duong with the voting rate of 100%
b. Supervisory Board has 03 members, including:
- Mr. Quach Manh Hai with the voting rate of 100%
- Mr. Vu Tieng Hung with the voting rate of 100%
- Ms. Nguyen Thanh Le with the voting rate of 100%
Article 2: Assign Board of Directors and Supervisory Board
to direct and implement contents mentioned in article 1 in accordance with the
charter of the Company and regulations of law.
Article 3: Board of Directors, Supervisory Board and
Management Board of the Company are responsible for implementation.
HNX
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