MINUTES - HSC No.: 01/2015/NQ-ĐHĐCĐ Ho Chi Minh City, April 16th, 2015RESOLUTION OF THE 2014...

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No.: 01/2015/BB-ĐHĐCĐ Ho Chi Minh City, April 16th, 2015

MINUTES OF THE 2014 ANNUAL GENERAL MEETING (AGM)

HO CHI MINH CITY SECURITIES CORPORATION (HSC)

I. COMPANY PROFILE - Company name: Ho Chi Minh City Securities Corporation (HSC)

- Head Office: 5th and 6th Floor, AB Tower, 76 Le Lai Street, Ben Thanh Ward, Dist.1, HCMC

- Phone: (+84 8) 3823 3299 Fax: (+84 8) 3823 3301 Website: www.hsc.com.vn

- The License for Establishment and Operations No. 11/GPHĐKD dated Apr 19th, 2003 issued

by State Securities Committee of Vietnam and the License Amendment No. 52/GPĐC – UBCK

dated Dec 24th, 2013 issued by State Securities Committee of Vietnam.

II. TIME, VENUE AND PARTICIPANTS OF THE MEETING - Time: Thursday, Apr 16th, 2015 at 13:30

- Venue: Ben Thanh Ballroom - First Floor – New World Saigon Hotel, 76 Le Lai Street, Dist.1,

Ho Chi Minh City. - Participants

1. Shareholders of Ho Chi Minh City Securities Corporation and their authorized

representatives

2. The Chair

1. Mr. Đỗ Hùng Việt

2. Mr. Lê Anh Minh

3. Mr. Nguyễn Thanh Liêm

4. Mr. Phạm Nghiêm Xuân Bắc

5. Mr. Johan Nyvene

6. Mr. Trịnh Hoài Giang

7. Mr. Lâm Hữu Hổ

3. The Vote – counting Committee and a representative of shareholders who monitors the

vote-counting process

The Vote – counting Committee

1. Mr. Đoàn Chí Trung

2. Mr. Vũ Đoàn

Hochiminh City Securities Corporation (HSC) HEAD OFFICE Level 5 & 6, AB Tower, 76 Le Lai St., Ben Thanh Ward, District 1, HCMC, Vietnam T: (+84 8) 3823 3299 F: (+84 8) 3823 3301 E: [email protected] W: www.hsc.com.vn

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No.: 01/2015/NQ-ĐHĐCĐ Ho Chi Minh City, April 16th, 2015

RESOLUTION OF THE 2014 ANNUAL GENERAL MEETING (AGM)

HO CHI MINH CITY SECURITIES CORPORATION (HSC) Pursuant to: - The Law on Enterprises No.60/2005/QH11 issued by the National Assembly of the Socailist Republic of

Vietnam on November 29th, 2005 and the documents guiding the implementation of Law on Enterprise;

- The Law on Securities No.70/2006/QH11 issued by the National Assembly of the Socailist Republic of

Vietnam on June 29th, 2006 and Amendment, Law amending and supplementing a number of articles of

Securities Law No.62./2010/QH12 issued by the National Assembly of the Socailist Republic of Vietnam on

November 24th, 2010 and some documnents guiding the implementation of Securities Law;

- The ninth amendment of HSC Charter according to the AGM Resolution No.01/2013/NQ-ĐHĐCĐ dated

April 26th, 2013;

- Minute No. 01/2015/BB-ĐHĐCĐ dated Apr 16th, 2015 of the 2014 AGM of Ho Chi Minh City Securities

Corporation.

RESOLVED Article 1. The 2014 AGM approved the report on activities in 2014 of the Board of Directors (BOD) of Ho Chi

Minh City Securities Corporation.

Votes in favor accounted for 100%

Article 2. The 2014 AGM approved the Income Statement for 2014 of HSC, in which some main indicators as

below:

Unit: VND mil

ITEM FY2014 FY2013 % change Plan 2014

% actual/

plan 2014

INCOME STATEMENT (VND mil)

Revenue

831,135

634,760 31%

744,761 112%

Brokerage

299,432

199,104 50%

310,246 97%

Margin and advances income

248,786

155,821 60%

195,000 128%

Hochiminh City Securities Corporation (HSC) HEAD OFFICE Level 5 & 6, AB Tower, 76 Le Lai St., Ben Thanh Ward, District 1, HCMC, Vietnam T: (+84 8) 3823 3299 F: (+84 8) 3823 3301 E: [email protected] W: www.hsc.com.vn

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% actual/

plan 2014

Proprietary investment

194,425

152,919 27%

167,675 116%

Interest income

67,241

90,727 -26%

36,340 185%

Corporate finance

12,362

16,399 -25%

19,000 65%

Other revenues

8,889

19,790 -55%

16,500 54% Operating expenses

349,692

260,049 34%

306,951 114%

Other profit

4

718 -99%

-

Profit before tax

481,447

375,428 28%

437,810 110%

Profit after tax

376,152

282,174 33%

341,492 110%

BALANCE SHEET AT THE YEAR END (VND mil)

Total asset

3,859,367

3,127,781 23%

3,171,691 122%

Owners’ equity

2,358,231

2,247,348 5%

2,265,561 104%

FINANCIAL INDICATORS Return on average assets (ROAA) 10.8% 8.9% 10.6% Return on average equity (ROAE) 16.3% 12.8% 15.4%

EQUITY’S VALUE Number of outstanding shares 127,229,583 127,249,720

127,249,720

Earnings per share EPS – VND

2,956

2,241 32%

2,684 110%

Book value per share – VND

18,535

17,661 5%

17,804 104%

Market price at balance sheet date – VND

31,200

24,500 27% N/A N/A

P/E (time)

10.6

10.9 -3% N/A N/A

Total Shareholders’s return 32% 51%


Article 3. The 2014 AGM approved the business plan for 2015 of HSC with the following assumptions:

- The average trading value of the whole market will be VND4,000 bil/day, an increase of 33% as

compared with 2014;

- The promises to complete the equitisation of SOEs (435 SOEs) at the end of 2015, some of which

may be listed soon on the stock exchanges, will make more supplies for the market;

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- The new derivative products such as Non voting depository receipt (NVDR), convered warrant… of

the basic stock market are expected to launch at the end of this year may significantly increase the

liquidity of the stock market in 2015;

- On the contrary, the effectiveness of the Circular No. 36/2014/TT-NHNN dated November 20th,

2014 of the State Bank of Vietnam prescribing limits and prudential ratio in operation of credit

institutions and foreign bank branches may decrease the liquidity of the stock market as well as the

credit extension limits of the credit institutions,

The target of HSC market share is about 11.1%.

Brokerage market share Plan 2015 FY2014 % change/ FY2014 Q1/2015

Clients Individual Clients

8%

7.4%

0.6%

6.5%

Institutional Clients

3.1%

3.0%

0.1%

3.4%

Principal Investment

-

0.2%

-0.2%

0.1%

HSC

11.1%

10.6%

0.5%

10.0%

Trading of the foreign clients HSC market share

30.0%

28.5%

1.5%

27.0%

The financial indicators in the business plan for 2015 of the Company as follow:

Unit: VND mil

ITEM Plan 2015 2014 %change/ actual 2014

Q1.2015

% Plan 2015

REVENUE

779,171

831,135

-6%

129,082

17%

Brokerage

416,027

299,432

39%

51,840

12%


212,500

248,786

-15%

53,733

25%


65,742

194,425

-66%

5,401

8%

Interest income

52,395

67,241

-22%

15,509

30%

Corporate finance

25,707

12,362

108%

1,723

7%

Other revenues

6,800

8,889

-23%

876

13% TOTAL OPERATING EXPENSE

363,519

349,692

4%

68,059

19%

PROFIT BEFORE TAX

415,651

481,447

-14%

61,023

15%

4


Q1.2015

% Plan 2015

Corporation income tax

91,443

105,295

-13%

13,366

15%

PROFIT AFTER TAX

324,208

376,152

-14%

47,656

15%

Return on average equity (ROAE)

13.7%

16.3%

8.1%

Votes in favor accounted for 99,88%

Article 4. The 2014 AGM approved the report on the Company’s operations in 2014 of the Board of Supervision.


Article 5. The 2014 AGM approved the Financial Statements for the year 2014 including:

- Report of the Board of Managers;

- Independent Auditors’ Report;

- Balance sheet as at December 31st, 2014;

- Income Statement for the year ended Dec 31st, 2014;

- Cash flow statement;

- Statement of changes in equity;

- Notes to the financial statements,

In which:

Some key items in the Financial Statements for the fiscal year 2014 of HSC as below:

Unit: Vietnam dong

No. Items Performance of Y2014

Performance of Y2013

1

Total assets

3,859,367,024,129

3,127,781,068,922

2

Net revenue

831,135,291,006

634,759,577,700

3

Profit before tax

481,447,406,089

375,428,362,311

4

Profit after tax

376,152,047,249

282,174,310,748


Article 6. The 2014 AGM approved the final cash dividend of 2014 as below:

- Dividend pay-out rate: 16% of par value (equivalent to VND 1.600 per share)

- Payment method: In cash

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- Implementation time:

Expected record date: May 8th, 2015

Expected payment date: May 27th, 2015

- Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the shareholders for

the dividend income, and on behalf of the shareholders, HSC will pay their deducted PIT to the Tax

authority in accordance with the law regulations.


Article 7.

The 2014 AGM approved the dividend plan for 2015 of HSC as below:

- Dividend pay-out rate: Based on the Company’s actual business result at the dividend payment

time, the AGM authorizes the BOD to decide the 2015 dividend rate of 12% of the par value

(equivalent to VND1.200 per share)


- Implementation time: The AGM authorizes the BOD to choose the suitable date to pay the 2015

dividend.

- Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the shareholders for

the dividend income, and on behalf of the shareholders, HSC will pay their deducted PIT to the Tax

authority in accordance with the law regulations.


Article 8. The 2014 AGM approved the 2014 profit distribution plan of HSC. The details as follow:

Unit: VND

No ITEMS

PERFORMANCE Y2014 PERFORMANCE Y2013

% of profit after tax

AMOUNT (VND) % of profit after tax

AMOUNT (VND)

I

PROFIT BEFORE TAX

481,447,406,089

375,428,362,311

II

PROFIT AFTER TAX

100%

376,152,047,249

100%

282,174,310,748

III

PROPOSED PROFIT AFTER TAX DISTRIBUTION

87.5%

329,304,279,596

90,5%

255,298,702,788

1 Appropriation to Equity Funds

15.5%

58,303,567,324

17,5%

49,380,604,381

Supplementary capital reserve

5.0%

18,807,602,362

5%

14,108,715,538

Compulsory reserve fund

5.0%

18,807,602,362

5%

14,108,715,538

Welfare and reward fund

5.5%

20,688,362,599

7,5%

21,163,173,306

2

6

No ITEMS




AMOUNT (VND)

Cash dividend payment 71.0% 267,239,191,800 72% 203,096,355,300

Interim devidend (5% of per value)

16.9%

63,628,379,000

17,9%

50,420,806,500

Proposed final devidend (16% of per value)

54.1%

203,610,812,800

54,1%

152,675,548,800

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Remuneration and budget for the Board of Directors and the Supervisory Board

1.0%

3,761,520,472

1%

2,821,743,107

IV

RETAINED PROFIT (IV)=(II)-(III)

12.5%

46,847,767,653

9,5%

26,875,607,959

V

RETAINED PROFITS OF AT THE BEGINNING OF THE YEAR

314.521.878.475

312.436.387.883

VI

TOTAL RETAINED EARNINGS AT THE END OF THE YEAR (VI)=(IV)+(V)

361.369.646.128

314.521.878.475


Article 9.

The Meeting approved the authorization to the BOD to appoint one of the Big 4 independent audit

firms, approved by the State Securities Commission of Vietnam (SSC) of auditing issuing

organization, listed and securities trading companies, to audit the Financial Statements for the year

2015 and review the quarterly Financial Statements of HSC in accordance with the law regulations.

List of 4 audit firms:

1. Ernst & Young Vietnam Co., Ltd.

2. KPMG Vietnam Co., Ltd.

3. Price Waterhouse Coopers Vietnam Co., Ltd

4. Deloitte Vietnam Co., Ltd


Article 10. The 2014 AGM approved the resignation of a member of the BOD and the list of candidate(s)

nominated for the member of the BOD for the term III (2011 – 2015)

- The resignation of a member of the BOD - Mr Hoang Dinh Thang takes effect from the closing of

the FY2014 AGM on 16th April, 2015.

- The list of candidate(s) nominated for the member of the BOD for the term III (2011 – 2015)

Full name: Le Thang Can

Date of birth: February 10th 1976

Nationality: Vietnam

ID number: 025776876 issued date April 18th 2013 at HCM City

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Permanent address: 60/21/6 4 Street, KP5, Truong Tho, Thu Duc District, HCM City


The 2014 AGM approved that Mr. Le Thang Can (ID number 025776876, issued date April 18th, 2013,

issued place HCM City) is elected as the member of the BOD for the term III (2011 – 2015) (Attached

the election minutes)


Article 11. This Resolution takes effect from the signing date, all shareholders of Ho Chi Minh City Securities

Corporation, members of the BOD, members of the BOS and all the Company employees have

responsible for the implementation of such Resolution.

For and On behalf of the Board of Directors CHAIRMAN

(signed and seal)

DO HUNG VIET To: - HSC Shareholders; - SSC; - HOSE; - BOD, BOS and BOM; - BOD Office for record,

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A representative of shareholders who monitors the vote-counting process

Ms. Dương Thị Minh Châu

4. The Secretary Committee

1. Ms. Thân Thị Thu Dung

2. Ms. Nguyễn Thị Xuân Hoàng

3. Ms. Trần Ngọc Anh Đào

5. Members of Board of Directors (BOD), Board of Supervision (BOS), Board of Management

(BOM), representatives of Managing Directors, Function Heads and employees of the

Company.

6. Representative of Ernst & Young Vietnam Ltd.,:

1. Mr. Nguyễn Xuân Đại

2. Mr. Vũ Tiến Dũng

III. PROCEDURES OF THE MEETING 1. Report on verification of the qualifications of shareholders attending the 2014 AGM

Mr. Võ Văn Châu, Head of BOS, reported the verification of qualifications of shareholders

attending the Meeting:

Up to 14:00, Apr 16th, 2015, the Company’s charter capital registered according to the regulation

was of VND1,272,567,580,000, equivalent to 127,256,758 shares; in which, the voting capital

was of VND 1,272,295,810,000 equivalent to 127,229,581 shares (as eliminating 27,177 treasury

shares hold by the Company). Therefore, the AGM would vote based on the capital of VND

1,272,295,810,000 equivalent to 127,229,581 shares.

Total number of shareholders invited to attend the AGM were 3,623 shareholders, representing

for shareholders holding 127,229,581 shares of the Company.

Total number of participants who are shareholders or authorized to attend the Meeting was 245 shareholders, representing 99,262,075 shares of the Company, accounting for 78.02% of total

number of shares of the Company; and total numbers of votes at the Meeting was 99,262,075 shares

Pursuant to Section 1, Article 31 of the 9th amendment of the Company Charter according to

Decree No. 01/2013/NQ-ĐHĐCĐ dated Apr 26th, 2013, as the number of shareholders attending

the 2014 AGM were more than 65% of the number of voting shares of the Company, the 2014

AGM of HSC was legal and valid. (See the attached verification report of the BOS)

2. Approval of the regulations on organization and activities of the 2014 AGM: Ms. Vu Thi Dung, presented the regulations on organization and activities of the 2014 AGM.

The Meeting voted and approved the regulations on organization and activities of the 2014 AGM

with 99,262,075 votes in favour, accounting for 100%; 0 against, accounting for 0%; 0 abstention,

account for 0%.

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3. Approval of the persons of the Chair Pursuant to Section 4, Article 31 of the Company Charter, Mr. Đỗ Hùng Việt shall be the

chairman of the Meeting.

The Organizing committee of the Meeting nominated the other members of the Chair, including:

- Mr. Lê Anh Minh

- Mr. Nguyễn Thanh Liêm

- Mr. Phạm Nghiêm Xuân Bắc

- Mr. Johan Nyvene

- Mr. Trịnh Hoài Giang

- Mr. Lâm Hữu Hổ

The Meeting voted and approved the members of the Chair with 99,262,075 votes in favor,

accounting for 100%; 0 against, accounting for 0%; and 0 abstentions, accounting for 0%.

4. Approval of the persons of the Vote – counting Committee and one representative of shareholders who monitors the vote-counting process The Organizing committee of the Meeting nominated the members of the Vote – counting

Committee, including:

- Mr. Đoàn Chí Trung

- Mr. Vũ Đoàn

One representative of shareholders who monitors the vote-counting process:

- Ms. Dương Thị Minh Châu

The Meeting voted and approved the members of the Vote – counting Committee and One

representative of shareholders who monitors the vote-counting process with 99,262,075 votes in

favor, accounting for 100%; 0 against, accounting for 0%; and 0 abstentions, accounting for 0%.

5. The Chair nominated the members of the Secretary Committee: - Ms. Thân Thị Thu Dung

- Ms. Nguyễn Thị Xuân Hoàng

- Ms. Trần Ngọc Anh Đào

IV. THE CONTENTS OF THE MEETING 1. Approval of the Agenda of the Meeting

Mr. Đỗ Hùng Việt, the Chairman, proposed the Meeting Agenda with the following contents:

1. Report on the activities of the BOD in 2014

2. Report on the Income Statement for the year 2014 of the BOM

3. Business plan for the year 2015

4. Report on the 2014 Company’s operation of the BOS

5. Election of an additional member of the BOD for the term III (2011 -2015)

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- The resignation of a member of the BOD and the list of candidate(s) for such available

position for the term III (2011 – 2015)

- Regulation on election of an additional member of the BOD

- Election

6. Proposals to approve:

- The audited Financial Statements for the year 2014

- The final cash dividend of 2014

- The dividend plan for the year 2015

- The 2014 profit distribution

- The selection of an independent audit firm for auditing 2015 Financial Statements

The Meeting voted and approved the Agenda with 99,262,075 votes in favor, accounting for

100%; 0 against, accounting for 0%, and 0 abstentions, accounting for 0%.

2. Report on the activities of the BOD in 2014 According to the 2014 AGM documents circulated to the shareholders, Mr. Đỗ Hùng Việt, the

Chairman of the BOD, presented the main contents of the activities of the BOD in 2014. (See the

attached document)

3. Report on the Income Statement for the year 2014 According to the 2014 AGM documents circulated to the shareholders. Mr. Johan Nyvene, the

Chief Executive Officer, presented the main contents of the operations of the Company in 2014.

(See the attached document)

4. Business plan for the year 2015 According to the 2014 AGM documents circulated to the shareholders. Mr. Johan Nyvene, the

Chief Executive Officer (CEO), proposed the Company’s business plan for the year 2015. (See

the attached document)

5. Report on the 2014 Company’s operation of the BOS Pursuant to Item d, Section 1, Article 51 of the Company Charter, Mr. Võ Văn Châu, Head of the

BOS, reported on the review of HSC’s Balance Sheet and Income Statement for the year 2014

and confirmed that these reports fairly and truly reflected the Company’s financial situation in

2014. (See the attached document)

6. Election of an additional member of the Directors’ Board for the term III (2011 -2015) 6.1 According to the 2014 AGM documents circulated to the shareholders. Mr. Đỗ Hùng Việt, the

Chairman of the BOD, proposed to approve the resignation of a member of the BOD and the list

of candidate(s) for such available position for the term III (2011 -2015). The Meeting voted and approved the resignation and the list of candidates with 99,262,075 votes

in favor, accounting for 100%; 0 against, accounting for 0%, and 0 abstentions, accounting for

0%.

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6.2 Based on the list of candidate(s) nominating/ nominated for the member of the BOD for the term

III (2011 – 2015), Mr. Đoàn Chí Trung, Head of the Vote – counting Committee, presented brieftly

the curriculum vitae of the candidate Mr. Le Thang Can nominated by Hochiminh city Finance and

Investment state-owned Company (HFIC).

6.3 Mr. Đoàn Chí Trung, Head of the Vote – counting Committee, presented the regulation on

election of an additional member of the BOD for the term III (2011 – 2015) and proposed to

approve the regulation on election. The Meeting voted and approved the regulation on election with 99,262,075 votes in favor,

accounting for 100%; 0 against, accounting for 0%, and 0 abstentions, accounting for 0%.

6.4 The Meeting elected an additional member of the Directors’Board for the term III (2011 - 2015).

7. Proposals to approve 7.1 The audited Financial Statements for the year 2014

Mr. Lê Anh Minh, Vice Chairman of the BOD, proposed to approve the audited Financial

Statements for 2014 (See the attached document) 7.2 The 2014 final cash dividend rate

Mr. Lê Anh Minh, Vice Chairman of the BOD, proposed to approve the 2014 final cash dividend

rate (See the attached document)

7.3 The dividend plan for 2015 Mr. Lê Anh Minh, Vice Chairman of the BOD, proposed to approve the dividend plan for 2015

(See the attached document)

7.4 The 2014 profit distribution Mr. Phạm Nghiêm Xuân Bắc, member of the BOD, proposed to approve the 2014 profit

distribution plan (See the attached document)

7.5 Selection of the independent audit firm for 2015 Mr. Phạm Nghiêm Xuân Bắc, member of the BOD, proposed to approve the selection of the

independent audit firm for 2015 (See the attached document)

V. DISCUSSION AND VOTING OF THE MEETING

1. Discussion Apart from queries about reports and proposals answered by the Chair, the Meeting had also the

others as below:

Questions and answers (Q&A): Question 1: With the promulgation of Circular 36/2014/TT-NHNN dated Nov 20th, 2014, prescribing limits and

prudential ratios in operations of credit institutions and foreign bank branches and the draft of

amendment, addition of Circular 210/2012/TT-BTC dated Nov 30th, 2012 guiding the

establishment and operation of securities firms, does HSC have a plan to increase its charter

capital in 2015?

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Answer: The possibility of raising HSC charter capital in 2015 is quite low as with the current capital for its

business activities, HSC still has about VND1.200bil in cash. However, if the stock market is more

active, HSC will consider increasing capital from the long term capital funding channels other than

additional share issue channel.

Question 2: HSC is one of the leading securities firms at Vietnam. But, at the moment, HSC’s brokerage

market share is lower than before. So, does HSC have any plan to get it back from its

competitors?

Answer: HSC runs its business under the motto “sustainable and effective business”. The recent loss of

brokerage market share has been reviewed and identified the causes of such loss by the BOD.

Thereby, HSC also launched some action plans to regain the market share but still follows our

mottos and always places the professional ethic and safety standards on the top. Besides that,

HSC always preserves our resources and bring the highest returns to its shareholders

Question 3: The HSC business plan for 2015 is quite optimistic with the assumption that the average trading

value is VND4.000bil/day; but in the fact HSC just completed 15% of the plan after Q1/2014. So,

how many percentages is the probability of achieving the plan?

Answer: Based on subjective and objective factors, optimistic and conservative factors, and data in the

past and expectations of stock market in 2015, the BOM and BOD have built the business plan

for 2015. Therefore, it is difficult to answer how much the probability of achieving the plan is.

Question 4: In 2015 business plan, HSC expected that average trading volume per day is VND4.000bil but

this figure in 2014 was VND3.000bil; so, why is the profit after tax in plan 2015 lower than 2014.

Answer: The main revenues of HSC in business plan 2015 will be still brokerage fee and margin interest,

accounting for 81% of total revenue in 2015. The decrease in planned revenue for 2015 is as a

result of reducing revenue from bank interest and margin interest. Income from bank deposit

interest decreases compared with 2014 as deposit interest rate is expected to be continuously

fallen in 2015. Margin interest rate is expected at 12,5% per annum in 2015, lower than 15% in

2014 due to the decline in interest on the market and the intense competition of margin interest

rate between securities firms.

Besides that, revenue from bonds of Treasury function is also expected to have a significant

decrease.

Those are the reasons why HSC planned business result in 2015 lower than 2014.

Question 5: Has the designation of risk parameter brought any benefits to HSC?

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Answer: The good awareness of Enterprise management does not only bring the benefits to the Company

but also has a positive influence to its profitability and operation effectiveness. Therefore, HSC

made efforts to improve enterprise management, especially on ERM, implemented from the

bottom to the top, from each employee to each member of the BOD and the BOS. Thereby, it

helps to minimize identified risks and identify possible risks.

2. Voting Content 1: Report on the activities of the BOD in 2014 The Meeting had taken a vote on Report on the activities of the BOD in 2014. And the result was: 76,695,383 votes in favor, accounting for 100.00% 0 votes against, accounting for 0.00% 120 abstentions, accounting for 0.00%

Content 2: Report on the Income Statement for the year 2014: The Income Statement for the year 2014 of Ho Chi Minh City Securities Corporation has some

main indicators as below: Unit: VND mil


% actual/ plan 2014

INCOME STATEMENT (VND mil)

Revenue 831,135

634,760 31%

744,761 112%

Brokerage 299,432

199,104 50%

310,246 97%

Margin and advances income 248,786

155,821 60%

195,000 128%

Proprietary investment 194,425

152,919 27%

167,675 116%

Interest income 67,241

90,727 -26%

36,340 185%

Corporate finance 12,362

16,399 -25%

19,000 65%

Other revenues 8,889

19,790 -55%

16,500 54% Operating expenses 349,692

260,049 34%

306,951 114%

Other profit

4

718 -99%

-

Profit before tax 481,447

375,428 28%

437,810 110%

Profit after tax 376,152

282,174 33%

341,492 110%

BALANCE SHEET AT THE YEAR END (VND mil)

Total asset 3,859,367

3,127,781 23%

3,171,691 122%

Owners’ equity 2,358,231

2,247,348 5%

2,265,561 104%

8


% actual/ plan 2014

FINANCIAL INDICATORS Return on average assets (ROAA) 10.8% 8.9% 10.6% Return on average equity (ROAE) 16.3% 12.8% 15.4%

EQUITY’S VALUE Number of outstanding shares 127,229,583

127,249,720

127,249,720

Earnings per share EPS – VND 2,956 2,241 32% 2,684 110%

Book value per share – VND 18,535

17,661 5%

17,804 104%

Market price at balance sheet date – VND 31,200

24,500 27% N/A N/A

P/E (time)

10.6

10.9 -3% N/A N/A

Total Shareholders’s return 32% 51%

The Meeting had taken a vote on the 2014 Income Statement of the Company. And the result

was:

76,695,383 votes in favor, accounting for 100.00% 0 votes against, accounting for 0.00% 120 abstentions, accounting for 0.00%

Content 3: Business plan for 2015 The business plan for 2015 of HSC with the following assumptions:

- The average trading value of the whole market will be VND4,000 bil/day, an increase of 33%

as compared with 2014;

- The promises to complete the equitisation of SOEs (435 SOEs) at the end of 2015, some of

which may be listed soon on the stock exchanges, will make more supplies for the market;

- The new derivative products such as Non voting depository receipt (NVDR), convered

warrant… of the basic stock market are expected to launch at the end of this year may

significantly increase the liquidity of the stock market in 2015;

- On the contrary, the effectiveness of the Circular No. 36/2014/TT-NHNN dated November

20th, 2014 of the State Bank of Vietnam prescribing limits and prudential ratio in operation of

credit institutions and foreign bank branches may decrease the liquidity of the stock market as

well as the credit extension limits of the credit institutions,

9

The target of HSC market share is about 11.1%.

Brokerage market share Plan 2015 FY2014 % change/ FY2014 Q1/2015

Clients Individual Clients

8%

7.4%

0.6%

6.5%

Institutional Clients

3.1%

3.0%

0.1%

3.4%

Principal Investment

-

0.2%

-0.2%

0.1%

HSC

11.1%

10.6%

0.5%

10.0%

Trading of the foreign clients HSC market share

30.0%

28.5%

1.5%

27.0%

The financial indicators in the business plan for 2015 of the Company as follow:

Unit: VND mil


Q1.2015

% Plan 2015

REVENUE

779,171

831,135

-6%

129,082

17%

Brokerage

416,027

299,432

39%

51,840

12%


212,500

248,786

-15%

53,733

25%


65,742

194,425

-66%

5,401

8%

Interest income

52,395

67,241

-22%

15,509

30%

Corporate finance

25,707

12,362

108%

1,723

7%

Other revenues

6,800

8,889

-23%

876

13% TOTAL OPERATING EXPENSE

363,519

349,692

4%

68,059

19%

PROFIT BEFORE TAX

415,651

481,447

-14%

61,023

15%

Corporation income tax

91,443

105,295

-13%

13,366

15%

PROFIT AFTER TAX

324,208

376,152

-14%

47,656

15%

Return on average equity (ROAE)

13.7%

16.3%

8.1%

The Meeting had taken a vote on the 2015 Business Plan. And the result was:

76,600,872 votes in favor, accounting for 99.88% 92,233 votes against, accounting for 0.12% 2,398 abstentions, accounting for 0.00%

10

Content 4: Report on the Company’s operations in 2014 of the BOS The Meeting had taken a vote on the Company’s operation in 2014 of the BOS. And the result

was:

76,687,833 votes in favor, accounting for 99,99% 0 votes against, accounting for 0.00% 7,670 abstentions, accounting for 0.00%

Content 5: Approval of the 2014 audited Financial Statements The Meeting voted and approved the 2014 Financial Statements including:

- Report of the Board of Managers;

- Independent Auditors’ Report;

- Balance sheet as at December 31st, 2014;

- Income Statement for the year ended Dec 31st, 2014;

- Cash flow statement;

- Statement of changes in equity;

- Notes to the financial statements,

In which:

Some key items in the Financial Statements for the fiscal year 2014 of HSC as below:

Unit: Vietnam dong

No. Items Performance of Y2014

Performance of Y2013

1

Total assets

3,859,367,024,129

3,127,781,068,922

2

Net revenue

831,135,291,006

634,759,577,700

3

Profit before tax

481,447,406,089

375,428,362,311

4

Profit after tax

376,152,047,249

282,174,310,748

The Meeting had taken a vote on the 2014 audited Financial Statements. And the result was:


Content 6: The 2014 final cash dividend of the Company Pursuant to Decree No. 01/20134/NQ-ĐHĐCĐ dated Apr 17th, 2014, the AGM had approved the

2014 cash dividend rate of 12% (equivalent to VND1.200/ share). The Company paid the 2014

first cash dividend of 5% (equivalent to VND500/ share) and the record date for such payment

was January 8th, 2015 and the payment date was January 29th, 2015.

The 2014 AGM approved the final cash dividend of 2014 as below:

- Dividend pay-out rate: 16% of par value (equivalent to VND 1.600 per share)

11


- Implementation time:

Expected record date: May 8th, 2015

Expected payment date: May 27th, 2015

- Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the

shareholders for the dividend income, and on behalf of the shareholders, HSC will pay their

deducted PIT to the Tax authority in accordance with the law regulations

The Meeting had taken a vote on the 2014 final dividend rate. And the result was:

76,688,895 votes in favor, accounting for 99,99% 5,468 votes against, accounting for 0.01% 0 abstentions, accounting for 0.00%

Content 7: The dividend plan for 2015 The 2015 dividend plan of the Company as follow:

- Dividend rate: Based on the Company’s actual business result at the dividend payment time,

the AGM authorized the BOD to decide the 2015 dividend rate of 12% of the par value

(equivalent to VND1.200 per share)


- Implementation time: The AGM authorized the BOD to choose the suitable date to pay the

2015 dividend.

- Personal income tax (PIT): The AGM authorizes the BOD to deduct the PIT of the

shareholders for the dividend income, and on behalf of the shareholders, HSC will pay their

deducted PIT to the Tax authority in accordance with the law regulations.

The Meeting had taken a vote on the 2015 dividend plan. And the result was:

76,687,844 votes in favor, accounting for 99,99% 1,061 votes against, accounting for 0.00% 5,598 abstentions, accounting for 0.01%

Content 8: The profit distribution plan of 2014 The profit after tax of the Company in 2014 was VND 376,152,047,249 and expected to allocate

as below

Unit: VND

No ITEMS




AMOUNT (VND)

I

PROFIT BEFORE TAX

481,447,406,089

375,428,362,311

II

PROFIT AFTER TAX

100%

376,152,047,249

100%

282,174,310,748

12

No ITEMS




AMOUNT (VND)

III

PROPOSED PROFIT AFTER TAX DISTRIBUTION

87.5%

329,304,279,596

90,5%

255,298,702,788

1 Appropriation to Equity Funds

15.5%

58,303,567,324

17,5%

49,380,604,381

Supplementary capital reserve

5.0%

18,807,602,362

5%

14,108,715,538

Compulsory reserve fund

5.0%

18,807,602,362

5%

14,108,715,538

Welfare and reward fund

5.5%

20,688,362,599

7,5%

21,163,173,306

2 Cash dividend payment

71.0%

267,239,191,800

72%

203,096,355,300

Interim devidend (5% of per value)

16.9%

63,628,379,000

17,9%

50,420,806,500

Proposed final devidend (16% of per value)

54.1%

203,610,812,800

54,1%

152,675,548,800

3

Remuneration and budget for the Board of Directors and the Supervisory Board

1.0%

3,761,520,472

1%

2,821,743,107

IV

RETAINED PROFIT (IV)=(II)-(III)

12.5%

46,847,767,653

9,5%

26,875,607,959

V

RETAINED PROFITS OF AT THE BEGINNING OF THE YEAR

314.521.878.475

312.436.387.883

VI

TOTAL RETAINED EARNINGS AT THE END OF THE YEAR (VI)=(IV)+(V)

361.369.646.128

314.521.878.475

The Meeting had taken a vote on the profit distribution plan of 2014. And the result was:

76,686,823 votes in favor, accounting for 99,99% 0 votes against, accounting for 0.00% 7,680 abstentions, accounting for 0.00%

Content 9: Selection of the audit firm for the year 2015 The Meeting voted and approved the authorization to the BOD to appoint one of the Big 4

independent audit firms, approved by the State Securities Commission of Vietnam (SSC) of

auditing issuing organization, listed and securities trading companies, to audit the Financial

Statements for the year 2015 and review the quarterly Financial Statements of HSC in

accordance with the law regulations. List of 4 audit firms:

1. Ernst & Young Vietnam Co., Ltd.

2. KPMG Vietnam Co., Ltd

3. Price Waterhouse Coopers Vietnam Co., Ltd

4. Deloitte Vietnam Co., Ltd

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The Meeting had taken a vote on the selection of an audit firm for 2015. And the result was:

76,691,230 votes in favor, accounting for 99,99% 1,071 votes against, accounting for 0.00% 2,202 abstentions, accounting for 0.00%

Content 10: The resignation of a member of the BOD and the list of candidate(s) for such available position for the term III (2011 – 2015) - The resignation of a member of the BOD - Mr Hoang Dinh Thang takes effect from the closing

of the FY2014 AGM on 16th April, 2015. (The resignation letter was sent to HSC on Mar 25th,

2015)

- The list of candidate(s) nominated for the BOD for the term III (2011 – 2015)

Full name: Le Thang Can

Date of birth: February 10th 1976

Nationality: Vietnam

ID number: 025776876 issued date April 18th 2013 at HCM City

Permanent address: 60/21/6 4 Street, KP5, Truong Tho, Thu Duc District, HCM City

The Meeting had taken a vote on the resignation of the member of the BOD and the list of

candidate(s) nominated to the BOD for the term III (2011 – 2015). And the result was:


The election result of an additional member of the BOD for the term III (2011 – 2015) The 2014 AGM approved that Mr. Lê Thắng Cần ( ID number 025776876, issued date April 18th,

2013, issued place HCM City) is elected as the member of the BOD for the term III (2011 – 2015)

(Attached the election minutes)

VI. APPROVAL OF THE MINUTE AND RESOLUTION OF THE 2014 AGM 1. Approval of the contents of the 2014 AGM minute

Ms. Thân Thị Thu Dung, Representative of the Secretary Committee, presented the 2014 AGM

minute.

The Meeting had taken a vote on the 2014 AGM minute. And the result was:


2. Approval of the contents of the 2014 AGM resolution Mr. Lê Anh Minh, Vice Chairman of the BOD, presented the 2014 AGM resolution.

The Meeting had taken a vote on the 2014 AGM resolution. And the result was:

14


3. The closing of the 2014 AGM Mr. Đỗ Hùng Việt, the Chairman, declared that the 2014 AGM was closed.

The 2014 AGM ended at 17:40 on the same day.

THE CHAIR

MEMBER

(signed)

LÊ ANH MINH

CHAIRMAN

(signed)

ĐỖ HÙNG VIỆT

MEMBER

(signed)

NGUYỄN THANH LIÊM

MEMBER

(signed)

PHẠM NGHIÊM XUÂN BẮC

MEMBER

(signed)

JOHAN NYVENE

MEMBER

(signed)

TRỊNH HOÀI GIANG

MEMBER

(signed)

LÂM HỮU HỔ

THE SECRECTARY COMMITTEE

(signed)

NGUYỄN T XUÂN HOÀNG

(signed)

THÂN THỊ THU DUNG

(signed)

TRẦN NGỌC ANH ĐÀO

MINUTES - HSC No.: 01/2015/NQ-ĐHĐCĐ Ho Chi Minh City, April 16th, 2015RESOLUTION OF THE 2014...

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Transcript of MINUTES - HSC No.: 01/2015/NQ-ĐHĐCĐ Ho Chi Minh City, April 16th, 2015RESOLUTION OF THE 2014...