MINUTES OF THE 2016 ANNUAL GENERAL SHAREHOLDERS MEETING

Transcription

1 HAI AN TRANSPORT AND STEVEDORING JSC ===***=== SOCIAL REPUBLIC OF VIETNAM Independence - Freedom - Happiness ===***=== No.: /BB-DHDCD Haiphong, 25 April 2016 MINUTES OF THE 2016 ANNUAL GENERAL SHAREHOLDERS MEETING HAI AN TRANSPORT AND STEVEDORING JOINT STOCK COMPANY At am on 25 April 2016, at the Meeting room, 7 th floor, Hai An Building, Km+2 Dinh Vu street, Dong Hai II ward, Hai An district, Haiphong City, Hai An Transport and Stevedoring JSC (hereinafter referred to as the Company ) held the 2016 annual General Shareholders Meeting (hereinafter referred to as the Meeting ). Name of company: HAI AN TRANSPORT AND STEVEDORING JOINT STOCK COMPANY. The Certificate of Business Registration No granted by Hanoi Authority for Planning and Investment, the first registration dated 8 May 2009 and the 8 th amendment dated 5 December A. PARTICIPANTS AND THE MEETING S LEGALITY, VALIDITY I. Participants Shareholders and shareholders representatives of Hai An Transport and Stevedoring JSC. II. The Meeting s legality, validity Mr. Do Thanh Dinh, on behalf of the Shareholders Eligibility Examination Committee announced the examination result and the Meeting s legality, validity report: - The total number of shareholders and shareholders representatives attending the Meeting: 24 shareholders, representing 18,624,433 shares and accounting for % of the Company s voting shares. - All shareholders and shareholders representative presenting are eligible to attend the Meeting. Pursuant to the Enterprise Law and the Company s Charter on organization and operation, the 2016 annual General Shareholders Meeting of the Company is legal, valid and eligible to proceed. B. THE MEETING S CONTENT I. Election of Head of Chair Committee, the Secretary Committee Mr. Nguyen Ngoc Tuan introduced the Chair Committee elected by 100% of voting shareholders representing at the Meeting, including: 1. Mr. Vu Ngoc Son - Chairman of the BOD 1

2 2. Mr. Ta Manh Cuong - Member of the BOD 3. Mr. Le Duy Hiep - Member of the BOD Mr. Nguyen Ngoc Tuan introduced the Secretary Committee elected by 100% of voting shareholders representing at the Meeting, including: 1. Mr. Nguyen Ngoc Minh - Vice Head of Investor Relations Department 2. Ms. Pham Thi Minh Huyen - Officer of Administration Department Mr. Nguyen Ngoc Tuan introduced the Vote Counting Committee elected by 100% of voting shareholders representing at the Meeting, including: 1. Mr. Dao Ngoc Tuan - Head of Vote Counting Committee 2. Ms. Pham Thi Hong Nhung - Member 3. Ms. Vu Thi Thu Hang - Member II. Approval of the Meeting s agenda and organization regulations Mr. Vu Ngoc Son consulted the presented shareholders on voting for approval of the Meeting s agenda (according to the details attached). The Meeting s agenda and regulations were approved by 100% of the presented shareholders. III. The Meeting s content Part 1. Announcing the reports (with attached reports): - The report of the Board of Directors presented by Mr. Vu Ngoc Son - Chairman of the BOD. - The report of the General Director presented by Mr. Ta Manh Cuong - General Director. - The report of the Control Board presented by Mr. Do Thanh Dinh - Member of the Control Board. Part 2. Announcing the proposal of the Board of Directors to the Meeting (with attached proposal): Ms. Pham Thi Hong Nhung - Chief Accountant announced the proposal of the BOD to the Meeting with the main contens as follows: 1. To approve the audited financial statements for the year 2015 by A&C Auditing and Consulting Company Limited with the major indicators reflecting the business results as follows: Unit: VND + Revenues from services rendered: + Financial income: + Other incomes: + Operating expenses: + Financial expenses: + Other expenses: + Allocation of joint venture interest: 524,838,708,070 13,220,882, ,725, ,726,203,860 12,606,211,027 7,960,248,720 3,612,276,309 2

3 + Profit before corporate tax: + Corporate income tax expense: + Consolidated profit after tax for the year 2015: + Total assets as at 31/12/2015: + Owner s Capital In which: - Paid-in Capital: - Share premium: - Investment and development fund: - Undistributed profit: - Treasury stocks: - Non-controlling interest: 182,492,353,735 15,533,558, ,958,795, ,876,720, ,271,812, ,962,320,000 58,788,380,922 82,722,070, ,376,806,830 (2,571,030,000) (6,736,041) 2. To approve profit distribution plan for the year 2015 Unit: VND Distributed profit 163,361,226,216 Allocated funds include: - Investment and development fund (30% of Profit after tax) 49,008,000,000 - BOD fund (3% of Profit after tax) 4,901,000,000 - Bonus and welfare fund (4% of Profit after tax) 6,534,000,000 Dividend from Profit after tax for the year ,817,387,000 (30% of Paid-in capital of shareholders) Retained profit after tax for the year ,100,839,166 The Company s BOD decided to advance the shareholders dividend at the rate of 2,000 VND per share in Nov The BOD suppose to the Meeting to approve payment of 2015 remaining dividend to the shareholders at the rate of 1,000 VND per share. Time for fixing the List of Shareholders for dividend payment is on 30 May 2016 and payments shall be effected from 15 June To approve plans for the year Business plan No. Item Unit Value I Total output TEU 423, Stevedoring 305, Transport 118,000 II Total revenue Million VND 523, Stevedoring 322, Transport 221,000 Offsetting the internal revenue between stevedoring and transport service (20,000) III Total expenses Million VND 368, Stevedoring 203, Transport 185,000 3

4 No. Item Unit Value Offsetting the internal expenses between stevedoring and transport service (20,000) IV Net operating profit Million VND 155, Stevedoring 119, Transport 36,000 V Allocation of joint venture interest Million VND 3,000 VI Profit after tax Million VND 143,000 VII Estimated dividend VND/share 3, Investment plan - To continue to follow up and complete project dossier for onshore logistics activities and approved items; - To implement the plan for investing more vessels whenever having suitable opportunities; - To focus on developing infrastructure, depot, equipment and means to expand logistics service; - To improve the surface of container yard by asphaltic concrete and some other ancillary items. 4. To approve the selection of the entity auditing the interim and annual financial statements for the year 2016 The Control Board has submitted to the Board of Director to appoint one of auditing entities including: - Deloitte Vietnam Company Limited - A&C Auditing and Consulting Company Limited The Company s Board of Directors submit and suppose to the Meeting to appoint one of auditing entities as mentioned above to perform auditing the Company s interim and annual financial statements for the year To approve the remuneration for the Board of Directors and Control Board in 2016 The BOD submit and suppose to the Meeting to remain the remuneration for the Board of Directors and the Control Board as the year 2015, detail as follows: Member of BOD: Member of the Control Board: 6,000,000 VND/person/month 3,000,000 VND/person/month 6. To approve the amendment, supplement of the Company s Charter Pursuant to the Enterprise Law No. 68/2014/QH13 was passed by the National Assembly of Socialist Republic of Vietnam dated 26 November 2014 and other provisions of current law, as well as to actively enhance the management - execution ability on all aspects of activities of the Company in accordance with practical situation, the Company s BOD respectfully submit to the Meeting to consider, approve a number of amendments and supplements to the content of the Company s current Charter (officially approved by the General Meeting of Shareholders as at 30 October 2016) as presented in attached Appendix 01. 4

5 7. To pass the resignation as the member of the BOD, Head of the Control Board and elect additional personnel Pursuant to the resignation as the member of BOD of Mr. Hoang Duy Anh dated 22 October 2015 and Head of Control Board of Mr. Nguyen Tuan Anh dated 21 March 2016, the Company s BOD submit to the Meeting to pass the resignation as the member of the BOD of Mr. Hoang Duy Anh, Head of the Control Board of Mr. Nguyen Tuan Anh. To ensure the stability of the BOD to execute the production and business activites and ensure the Control Board to well implement the supervisory functions of financial system and the implementation of the regulation of the Company, the BOD consistently submit the Meeting as follows: - Do not elect additional member of the BOD - To elect 01 additional member of Control Board (Voting regulation as presented in attached Appendix 02) Part 3: Electing additional member of Control Board * Mr. Vu Ngoc Son introduced the Voting Count Committee elected by 100% of voting shareholders representing at the Meeting, including: 1. Mr. Dao Ngoc Tuan - Head of Voting Count Committee 2. Ms. Pham Thi Hong Nhung - Member 3. Ms. Vu Thi Thu Hang - Member * Mr. Dao Ngoc Tuan announced the voting regulation. 100% of voting shareholders representing at the Meeting unanimous approved the voting regulation. Voting Count Committee proceeded collecting and counting votes. * Mr. Dao Ngoc Tuan announced the voting count minutes: Votes: - The total number of voting card issued: 27 voting cards, owning and representing 18,716,603 shares (equivalent to 100% of the total number of voting shares) (updated 03 shareholders due to coming late, owning and representing 92,170 voting shares) - The total number of voting card collected: 27 voting cards, owning and representing 18,716,603 shares (equivalent to 100% of the total number of voting shares). - Valid voting cards: 27 voting cards, owning and representing 18,716,603 shares. - Invalid voting cards: 0 vote, owning and representing 0 shares. Voting count result (according to the form of cumulative voting): Ms. Nguyen Thi Thanh Tu was elected with 18,716,603 valid votes, equivalent to 100%. Based on above election result, Ms. Nguyen Thi Thanh Tu was elected as the member of the Control Board - Hai An Transport and Stevedoring JSC. IV. Shareholders discussion and question Head of Chair Committee invited the shareholders to question for the contents of reports represented to the Meeting. Some shareholders requested to explain more about the business 5

6 plan in 2016, situation and stevedoring market forecast, expected capital mobilization plan for the implementation of the investment plan, the impact of Bach Dang bridge with respect to port arrivals and departure of ship, orientation for the next two or three years On behalf of Chair Committee, the Chairman has explained in detail the issues mentioned above. Then all shareholders agreed with the reports presented and had no additional idea. V. Voting and announcing voting count result The Meeting voted and approved the following contents: Content 1: To approve the report of the Board of Directors Content 2: To approve the report of the General Director Content 3: To approve the report of the Control Board Content 4: To approve the audited financial statements for the year 2015 Content 5: To approve profit distribution plan for the year 2016 Content 6: To approve business, production and investment plans for the year 2016 Content 7: To approve the selection of the entity auditing the interim and annual financial statements for the year 2016 Content 8: To approve the remuneration for the Board of Directors and Control Board in

7 Content 9: To approve the amendment, supplement of the Company s Charter Content 10: To pass the resignation as the member of the BOD of Mr. Hoang Duy Anh, Head of the Control Board of Mr. Nguyen Tuan Anh; remain the number of member of the BOD until the end of this term and elect Ms. Nguyen Thi Thanh Tu as the member of the Control Board C. APPROVAL OF THE MINUTES AND RESOLUTION OF THE 2016 ANNUAL GENERAL SHAREHOLDERS MEETING Mr. Nguyen Ngoc Minh - on behalf of the Meeting s Secretary Committee, announced the draft minutes and resolution of the 2016 annual General Shareholders Meeting. The minutes and resolution of the 2016 annual General Shareholders Meeting were approved by shareholders represented 100% of voting shares. This minutes was immediately prepared at 11:30 a.m. on 25 April 2016 after the end of the 2016 annual General Shareholders Meeting. THE MEETING S SECRETARY (Signed) HEAD OF CHAIR COMMITTEE (Signed and sealed) NGUYEN NGOC MINH VU NGOC SON 7