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DC4: Board Resolution DIC No.4 Joint Stock Company announced the board resolution
approved on 30/11/2015 as follows:
Article 1: Approve the detail method of issuing the
convertible bonds (private placement) as follows:
1.
The terms and conditions of the convertible
bonds
The issuer: DIC
No. 4 Joint Stock Company (the Company)
Name of bond: Convertible
bond of DIC No. 4 Joint Stock Company
Type of bond: Convertible
bond without the guaranteed assets
Method of issuance: Private
placement
Currency for issuance and payment: Vietnam dong (VND)
Form of bond: Book
entry
Par value of bond: VND
100,000/bond
The bond volume: 200,000
bonds
Total bonds value: VND
20,000,000,000 (total par value)
Purpose: Investing
into the construction “Office combined with Apartments - TDC”
Interest rate: fixed
interest rate: 10%/year
The term of bond: 36
months
Date of issuance: Expected
in Quarter IV/2015
Mature date: Expected
in Quarter IV/2018
Issuing Price: 100%
of par value
Eligible buyers: Investors
(individuals & organizations)
The capital source for interest payment: the cash flow for
business operation, financial activities and legal capital of the Company.
The term for the interest payment: 06 month/time since the
date of issuance
The day of interest payment: (i) The final day of the term of interest payment
(ii)
The day of final interest payment is the final day for payment
The final day of payment: is
the mature day of bonds
Penalty for
payment delay: In case, the Company
cannot pay the interest in time, the Company must pay the penalty for the
balance of delayed payment for bond holders
The interest of
the penalty of delayed payment: 150% of interest rate of bond
Convertible
price: The
convertible price is VND 10,000/share, each bond holder owns one bond will be
right to convert into 10 shares of DC4.
The limitation
of convertible time: Within 07 working days since the due day of convert (the
first stage: after 18 months since the day of finishing the bond issuance,
converting 50% of bonds into shares. The second stage: on the mature day,
converting 50% of bonds into shares)
The place
receiving the announcement on converting the bond: No.4 Road 6, Chi Linh Urban
Area, Thang Nhat Ward, Vung Tau City
The principle
of rounding: Number of shares
converted from the bonds will be rounded down to the unit digit; the fractional
shares (if any) will be paid in cash
The right of
selling bond: None
The duty of
repurchasing bonds: None
Transferring
bonds: Does not transfer
the bonds within one years since the day of finishing the share issuance
(excluding the transfer between professional investors)
The commitment
of the Company: The Company commits to implement the duties on paying the
interest and converting the shares in accordance with the approved term and
conditions
a. Performance
time:
After being approved by State Securities Commission,
according to the authority of General Meeting of Shareholders, Board of
Directors will carry out the procedures and the deployment of the convertible
bond issuance in accordance with the term and conditions of the bond issuance
as above. The expected time is in Quarter IV/2015
b. The method
of using the proceeds from the bond issuance
- The method of
using the proceeds:
Total estimated proceeds from the bond issuance: VND 20
billion. All the proceeds will be invested in the project: the construction of
“Office combines Apartments - TDC”
- The general information on the project “Office combines
Apartment - TDC”
+ Name of project: Office & Apartment – TDC
+ Location: Road 3/2, Ward 8, Vung Tau City, Ba Ria Vung Tau
Province
+ Useful area: 800 m2
+ Population scale: 114 persons
+ Construction rate: 64%
+ Land use coefficient: 9.6 times
+ The rate and number of living houses: 55 Apartments, total
floor area: 7,922.6m2
+ The method of trading products: selling 55 Apartments
+ Total investment of the project: VND 91.63 billion
+ The time and schedule: 1.5 years
Quarter 4/2015: Finishing the procedures on construction
Quarter 4/2015: The commencement of the project
Quarter 1/2017: Finish and put the project into operation
c. The escrow account of buying the convertible bonds:
- Account holder: DIC No. 4 Joint Stock Company
- Account No. 760 10000 652030
- Bank for Investment and Development – Vung Tau Branch
d. The limitation to the holding rate of foreign investors
- The convertible bond issuance of the Company is to offer
convertible bonds to domestic individuals and organizations. Therefore, the
number of these convertible bonds will not change the holding rate of foreign
investors at the Company.
1. The standards of selecting the buyers in the private
placement
- Organizations/individuals who have financial capacity
- The labors/ staff in the Company
- Organizations/individuals who have experience in
administration, strong brand
- The traditional customers or suppliers of the Company
2. List of bond holders:
(1) Development Investment Construction Joint Stock
Corporation
- Address: 265
Le Hong Phong, Ward 8, Vung Tau City
- Business Registration Certificate: No. 3500101107 issued
by Ba Ria – Vung Tay Authority for Planning & Investment on 13/03/2008 and
the ninth change on 24/09/2015
(2) Mr. Le Dinh Thang
- Address: 86F1
Le Van Loc, Ward 9, Vung Tau City
- ID Card: No.: 273473040 issued by Ba Ria – Vung Tau Public
Security on 30/10/2008
(3) Mr. Nguyen Van Ba
- Address: K6
Khang Linh, Ward 10, Vung Tau City
- ID Card: No.: 273473040 issued by Ba Ria – Vung Tau Public
Security on 22/04/2014
(4) Mr. Tran Gia
Phuc:
- Address: 324/15B
Binh Gia, Nguyen An Ninh Ward, Vung Tau City
- ID Card: No.: 271353427 issued by Dong Nai Public Security
on 26/03/2011
(5). Mr. Nguyen Van Tuyen
- Address: A2.911
Lakeside, Nguyen An Ninh Ward, Vung Tau City
- ID Card: No.: 100742027 issued by Quang Ninh Public
Security on 26/03/2011
(6) Mr. Le Dinh Thuc
- Address: 290
Nguyen Huu Canh, Thang Nhat Ward 10, Vung Tau City
- ID Card: No.: 171702164 issued by Thanh Hoa Public
Security on 04/10/1996
Article 4: Performance
Board of Directors assigns the Chair of BOD – The legal
representative of the Company to take responsibility to deploy the issuance
method in accordance with the regulations of laws.
Article 5: This resolution goes into effect on date of
signature. Board of Directors, Management Board and Department take
responsibility to perform this resolution
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