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HPS: Annual General Mandate 2015 On 25/06/2015, Hoa Phat Construction Stone Joint Stock
Company announced Annual General Mandate 2015 as follows:
1. Approve the business result 2014 presented in the
statement of Board of Directors:
- Consumption volume:
160,763 m3
- Revenue: VND 20,243,150,276
- Profit before tax: VND 53,949,785
Approval rate: 100%
2. Approve the report 2014 of Supervisory Board
Approval rate: 2014
3. The audit result report 2014
Approval rate: 100%
4. Approve the profit distribution and fund extraction
plan:
- Before-tax profit: VND 53,949,785
- Business income tax (20%): 0
- Profit after tax: VND 53,949,785
- Fund extraction: 0
+ Development and investment fund: 0
+ Bonus and welfare fund: 0
- Dividend
payment: 0
Approval rate: 100%
5. Approve the business plan 2015:
- Consumption volume: 181,000 m3
- Total revenue: VND 21,000,000,000
- Profit before tax: VND 200,000,000
- Expected dividend payout ratio: 0%
Approval rate: 100%
6. Approve the remuneration 2015 of Board of Directors,
Supervisory Board and the Secretary of Board of Directors:
- The chairman of Board of Directors: VND 2,000,000 per
month
- Member of Board of Directors: VND 1,500,000 per month
- Head of Supervisory Board: VND 1,500,000 per month
- Member of Supervisory Board: VND 1,000,000 per month
- The secretary of Board of Directors: VND 1,000,000 per
month
Approval rate: 100%
7. Authorize Board of Directors to select the audit unit
for financial year 2015
General Meeting of Shareholders authorizes Board of
Directors to select the unit for financial year 2015 according to the list of
audit firms approved by SSC of Vietnam to audit issuing organizations, listing
organizations and securities business organizations.
8. Merge Hoa Phat Construction Stone Joint Stock Company
into Hai Van Vicem Cement Joint Stock Company
General Meeting of Shareholders approves continuing to
merge Hoa Phat Construction Stone Joint Stock Company (HPS) into Hai Van Vicem
Cement Joint Stock Company (HVX) with main targets as follows:
8.1. The merger plan
- HPS will merge into HVX by transferring all assets,
rights, obligations and legal benefits into HVX
- The merger is implemented according to the share swap
method.
- Swap rate: 1:1
- The number of HVX shares additionally issued for the
swap: 1,565,250 shares
- After the merger, HPS will operate as an attached unit
of HVX.
- Business lines of HVX will include business lines of
HPS after the merger
8.2. Share issuance for the share swap
8.2.1. Purpose
- Hai Van Vicem Cement Joint Stock Company issues shares
to shareholders of Hoa Phat Construction Stone Joint Stock Company in order to
exchange for 100% of total outstanding HPS shares.
8.2.2. Issuance plan
- Type: Common share
- Par value: VND 10,000 per share
- The number of shares expected to be issued: 1,565,250
shares
- Total expected value according to par value: VND
15,652,500,000
- Swap rate: 1:1
- Object: Shareholders of Hoa Phat Construction Stone
Joint Stock Company
- The expected time of issuance: Quarter 3.2015, after
the approval of State Securities Commission of Vietnam
- The number of shares expected to be issued / Total
outstanding shares: 3.9%
- The expected time of registration of share swap:
Quarter 3.2015
- Distribution method: Through Vietnam Securities
Depository Center
8.2.3. All additionally-issued shares will be listed on
Ho Chi Minh City Stock Exchange and deposited at Vietnam Securities Depository
Center
8.3. The business plan after the merger
Based on the production business situation and the
development orientation of the Company, Board of Directors submitted the
business plan after the merger to General Meeting of Shareholders for the
approval with the contents as follows:
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Target
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2016
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2017
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Production output (Unit: Tons)
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- Clinker
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530,000
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560,000
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- Hai Van Cement
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800,000
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850,000
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- Stone
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150,000
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225,000
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Consumption volume (Unit: tons)
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- Clinker
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70,000
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100,000
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- Hai Van Cement
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800,000
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850,000
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- Stone
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150,000
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225,000
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Revenue (Unit: VND million)
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920,000
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930,000
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Profit after tax (Unit: VND million)
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9,300
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11,700
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8.4. Authorize Board of Directors to:
- Sign the annexes with HVX in necessary cases
- Approve the charter of the Company after the merger
- Approve, adjust, amend and supplement contents
according to the merger plan, the share issuance plan and related documents
- Complete related legal procedures
- Submit the application to Vietnam Competition
Administration Department for the approval of the merger
- Implement procedures related to the additionally
listing and depository for the additionally-issued shares
This mandate is approved by General Meeting of
Shareholders.
Board of Directors is responsible for implementing this
mandate. HNX
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