SON HA INTERNATIONAL CORPORATION
(Business Registration Certificate No. 0100776445 initially issued by Hanoi Department of Planning
and Investment on 30 October 2007. The 4th revision on 5th January 2011)
Address: Plot 2 CN1, Tu Liem Small and Medium Industrial Zone, Minh Khai Commune, Tu Liem District,
Hanoi
Telephone: (84-4)6265 6566 Fax: (84-4) 6256 6588
Website: www.sonha.com.vn
MINUTE
OF THE 2011 ANNUAL GENERAL MEETING OF SHAREHOLDERS ON 23 APRIL 2011
Today, at 8:30 am, 24 April, 2011, the 2011 Annual General Meeting of Shareholders of Son Ha
International Corporation (Business Registration Certificate No. 0100776445 initially issued by
Hanoi Department of Planning and Investment on 30 October 2007. The 4th revision on 5th
January 2011) has opened at the meeting room of the Company head office at Plot 2 CN1, Tu Liem
Small and Medium Industrial Zone, Minh Khai Commune, Tu Liem District, Hanoi
I. THE MEETING PARTICIPANTS AND LEGITIMACY
1. The participants
The meeting participants includes 105 shareholders representing for 20,646,332 shares,
equivalent to 84.8% of total voting shares and members of the Management Board,
Supervisory Board, the Board of General Directors and visitors.
2. Legitimacy
The General Meeting has listened to Mr. Nguyen Van Tam – Head of Shareholder Status
Checking Board announcing the minutes of shareholder status checking:
- Total shareholders of the Company (according to the
734 shareholders
list updated on 23 March 2011)
- Total owned shares
24,440,770 shares
+ Number of shareholders registered to attend the
188 shareholders
meeting (as of 17:00 of 22 April 2011)
+ Number of registered shareholders but not attended
85 shareholders
+ Number of unregistered shareholders but attended
2 shareholders
- Total shareholders attending the meeting (as of 8:30 of 105 shareholders,
Apr 23, 2011)
representing for 84.8% of
total voting shares
In which:
+ Number of direct participants
77 shareholders owning
76.9% of total voting
shares
+ Number of authorized participants
28 shareholders owning
7.9% of total voting shares
(List of participants attended the 2011 Annual General Meeting of Shareholders is attached to
this minute).
Pursuant to Point 1, Article 102 of the Enterprise Law No. 60/2005/QH11 passed in the 11th session
of the National Assembly of the Socialist Republic of Vietnam on 29 November 2005, and Point 1
Article 18 of the Charter of Son Ha International Corporation passed by the General Shareholders of
Son Ha International Corporation on 28 September 2009, the 2011 Annual General Meeting of
Shareholders of Son Ha International Corporation on 23 April 2011 has full legitimacy to be held.
II. GENERAL MEETING AGENDA AND SEQUENCE
1. The Meeting Contents
The 2011 Annual General Meeting of Shareholders of Son Ha International Corporation discusses
and approves the following issues:
1) Report on performance of the Management Board in 2010 and plan for 2011;
2) Report of the Board of General Directors on business operation results in 2010 and business
plan for 2011;
3) Report on performance of the Supervisory Board in 2010 and plan for 2011;
4) Statement on approving the 2010 Financial Statements;
5) Statement on appropriation to equity funds and profit distribution in 2010 and plan for 2011;
6) Statement on remuneration payment to members of the Management Board, the Supervisory
Board in 2010 and plan for 2011;
7) Statement on selection of independent auditors for the fiscal year 2011;
8) Statement on amendment of and supplement to the Charter;
9) Statement on foundation of a subsidiary;
10) Statement on the discharge and replacement of members of Supervisory Board;
11) Statement on plan for issuance of convertible bonds in 2011;
12) Statement on remuneration to the Executive Board in 2010;
And other issues within the competence of the General Shareholders.
2. The Meeting Sequence
The Organization Board appointed Mr. Le Vinh Son- Chairman of the Management Board to
Chairman and other members to run the General Meeting.
1. Mr. Le Vinh Son
- Chairman
2. Mr. Le Hoang Ha
- Member
3. Mr. Nguyen Cong Tan
- Member
4. Mr. Le Van Nga
- Member
Mr. Le Vinh Son appoints Ms. Nguyen Thi Thu Trang to secretary of the meeting. Following the
order of the chairman, the Organization Board presents list of Election/Vote Checking Board
including the following:
Election/Vote Checking Board:
1. Ms. Vo Thi Kim Anh
- Head of the Board
2. Ms. Nguyen Minh Khue
- Member
3. Mr. Do Khac Tu
- Member
The Election/Vote Checking Board has passed by 100% of voting shares attending the meeting.
Next, the Organization Board presents the Agenda and Regulations of the meeting which then are
passed with 100% of voting shares.
Next, the following statements have been pronounced respectively.
- Report on performance of the Management Board in 2010 and plan for 2011 by Mr. Le Vinh
Son (with attachment)
- Report of the Board of General Directors on business operation results in 2010 and business
plan for 2011 by Mr. Le Hoang Ha (with attachment)
Report on performance of the Supervisory Board in 2010 and plan for 2011 by Mr. Nguyen
Van Tam (with attachment)
- Statement on approving the 2010 Financial Statements by Mr. Le Hoang Ha (with attachment)
-
Statement on appropriation to equity funds and profit distribution in 2010 and plan for 2011by
Ms. Pham Thi Thanh Ha (with attachment)
- Statement on remuneration payment to members of the Management Board, the Supervisory
Board in 2010 and plan for 2011 by Ms. Pham Thi Thanh Ha (with attachment)
- Statement on selection of independent auditors for the financial year 2011 by Mr. Nguyen Van
Tam (with attachment)
- Statement on amendment of and supplement to the Charter by Mr. Dam Quang Hung (with
attachment)
- Statement on foundation of a subsidiary by Mr. Dam Quang Hung (with attachment). Mr. Hung
also report the suggestion of Lotus Investment Management Company on adjustment of Article
24- Number of Members of the Management Board
- Statement on the discharge and replacement of members of Supervisory Board by Mr. Nguyen
Van Tam (with attachment)
- Statement on plan for issuance of convertible bonds in 2011 by Mr. Dang Minh Quang (with
attachment)
- Statement on remuneration to the Executive Board in 2010 by Ms. Dang Thi Thanh Ha.
III. DISCUSSION AND APPROVAL OF STATEMENTS
1. Discussion
Some reports and statements have been discussed during the session. Summary is as follow:
Questions from Shareholder Code SHI0735
1. Is there an issuance of convertible bond?
2. Remuneration for Executive Board: remuneration by treasury stock is highly evaluated.
However, the bonus should be reduced.
In response to these enquiries, Mr. Le Vinh Son- on behalf of the Management Board gives
explanation as following:
1. As of now, the feasibility of convertible bonds issuance is very low based on the evaluation of
all alternatives with the interest for shareholders taken account. However, further consideration
will be taken by the Management Board over this matter.
2. Regarding the remuneration for the Executive Board, the Management Board will consider to
provide an appropriate method and have it submitted to all stockholders.
Inquiries from Shareholder Code SHI0715
1. Plan of convertible stock issuance
2. Suggestion for Remuneration of the Executive Board: should be 2% of profit after tax
3. Is the profit after tax be sufficient for dividend payment for 2010?
Replying to these questions, Mr. Dam Quang Hung is authorized by the Management Board to
answer as following:
1. Plan of convertible bonds issuance will be prepared by the Management Board. Detailed Plan
will be submitted to all investors later.
2. The Management Board will review the remuneration rate to a reasonable one in comparison
with others Vietnamese firms. The above suggestion will be noted and considered as one option
for election instantly.
3. The net profit is surely enough for dividend payment for the year 2010.
Inquiries from Shareholder Code SHI0569
4.
5.
6.
7.
8.
Plan of convertible bond issuance for Kien Hung Project
Project progress and earning capacity of Kien Hung Project
Why don’t increase the investment rate in Sun energy?
Detailed plan of financial investment cut down
Roadmap for capitalization and capital withdrawal of Son Ha- Sai Gon Joint Stock Company?
when will its shares listed?
9. What is the difference between Son Ha International Corporation and Son Ha- Sai Gon Joint
Stock Company?
10. The actual price of SHI is 3.518VND/share lower than evaluated by EPS method. Does the
Management have any measures over the issue?
11. What is reason of its low liquidity? What is solution for this matter?
Regarding this matter, Mr. Dam Quang Hung is authorized by the Management Board to answer as
following:
1. The appropriate time for issuance of convertible bond for Kien Hung Project will be decided by
the Management Board.
2. By the end of 2nd quarter, land acquisition and compensation will be conducted, after that
construction will be commenced. Earning capacity will be around VND1,900 billion as
expected up to 2014. Son Ha Corporation contributed 30% of total capital on behalf in which
15% is entrusted capital.
3. The company has spent large amount on changing the habit as well as view on energy usage
and until now, some improvement has been recognized. Investment and business activities on
this item have been steadily developed.
4. The Management Board can not give a detailed answer at the moment. However, the outline
has been pointed out based on the suggestion/alert of the Supervisory Board.
5. This matter has been already mentioned in the report. The listing of stock symbol of Son HaSai Gon Joint Stock Company will be done within the year of 2011.
6. The differences are geological location and some business activities.
7. Buying treasury stock to reduce the quantity of currently circulating shares. This is common
situation of the stock market.
8. The Management Board will focus on advertisement for SHI stock symbol. Consequently,
SHI‘s liquidity may be improved.
2. Approval voting
After the dissemination of voting regulation by the Election/ Vote Checking Board, on basis of
statements and discussion, the General Meeting votes to approve the following issues:
1. Approving the Report by the Management Board
Implementation results for the year 2010
Unit: Billion dongs
Implementation
rates
121.0%
No.
Items
Plan
Implementation
1
Revenue
1,200
1,452
2
Net profit
70
69,1
98.7%
3
Dividend (dongs/per share)
3,000
3,000
100.0%
Business operation plan for the year 2011
No.
Items
Plan
1
2
3
Revenue
Net profit
Dividend (dongs/per share)
Voting results
Agree
20,715,732
Disagree
0
Abstain
0
votes,
accounting for
votes,
accounting for
votes,
accounting for
1,800
70
1,500
100
0%
0%
% the total voting shares attending
the General Meeting of Shareholders
% the total voting shares attending
the General Meeting of Shareholders
% the total voting shares attending
the General Meeting of Shareholders
2. Approving the Report by the Board of the General Directors
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
3. Approving the Report by the Supervisory Board
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
4. Approving the 2010 Financial Statements
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
5. Approving the Statement on appropriation to equity funds and profit distribution in 2010 and
plan for 2011
In which:
The approved plan for dividend payment of 2010 is 30%, equivalent to VND3,000/ per share.
- 1st dividend payment in advance was made in 2010: VND1,500/per share in cash, equivalent to
15% of the par value.
- 2nd dividend payment will be made in 2011: VND800/per share in cash, equivalent to 8% of the
par value, and 7% in shares, equivalent to 7% of the par value.
The Management Board is authorized to decide the payment date of dividend and implement
procedures as required.
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
6. Approving the Statement on remuneration payment to members of the Management Board, the
Supervisory Board in 2010 and plan for 2011
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
7. Approving the Statement on selection of independent auditors for the financial year 2011
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
8. Approving the Statement on amendment of and supplement to the Charter, including
shareholders’ suggestions for adjustment – Article 24 on number of members of the Management
Board
.
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
9. Approving the Statement on foundation of a subsidiary
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
10. Approving the Statement on the discharge and replacement of members in the Supervisory
Board.
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
11. Approving the Statement on plan for issuance of 100 billion convertible bonds in 2011
Voting result:
Agree
17,647,812
votes,
85
% the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
3,067,920
votes,
15% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
12. Approving the Statement on remuneration to the Executive Board in 2010 in accordance with
the revised plan of not exceeding 200,000 SHI treasury shares.
The Management Board is authorized to decide the list, payment date and implement procedures as
required.
Agree
20,715,732
votes,
100 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
0
votes,
0% % the total voting shares attending
accounting for
the General Meeting of Shareholders
3. Appointment to replace member of the Supervisory Board
Ms. Vo Thi Kim Anh- Head of the Election/ Vote Checking Board disseminates the Regulations on
election of members of the Supervisory Board. The Regulations has been passed with 100% of total
voting shares attending the General Meeting of Shareholders.
Lotus Investment Management Company, a major shareholders owning 3,067,920 shares equivalent
to 12.5% of total voting shares recommends persons named following (with CV attached) as
candidates for members of the Supervisory Board.
- Ms. Tran Thi Thu Hang
List of candidates for members of Supervisor Board has been passed with the results follow:
Agree
20,646,332
votes,
99.7 % the total voting shares attending
accounting for
the General Meeting of Shareholders
Disagree
0
votes,
0%
% the total voting shares attending
accounting for
the General Meeting of Shareholders
Abstain
69,400
votes,
0.3% % the total voting shares attending
accounting for
the General Meeting of Shareholders
Election procedure has been instructed to stock holders by the Election Board.
Election process has been carried out seriously. The Election/ Vote Checking Board checks voting
result and report the results to the General Meeting. Details as following:
Ms. Tran Thi Thu Hang has been elected as member of the Supervisory Board with 20,646,332
votes, accounting for 99,7% of the total legal votes of the General Meeting.
The Organization Board invite Ms. Tran Thi Thu Hang to greet the General Meeting.
After that, Mr. Le Vinh Son – Chairman of the Management Board announces to close the General
Meeting.
The minute is made at 12:45, 23 April 2011 right after the discussion agenda of the 2011 Annual
General Meeting of Shareholders.
The minutes has been read to the General Meeting and passed with 100% of the total voting shares
attending the General Meeting.
SECRETARY
CHAIRMAN
(SIGNED)
(SIGNED and SEALED)
Nguyen Thi Thu Trang
Le Vinh Son