NO VA LAND INVESTMENT GROUP CORPORATION ---o0o--- SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness ---o0o--- No.:25/2017-NQ-NVLG Ho Chi Minh City, June 15 th , 2017
Trang 1NO VA LAND INVESTMENT GROUP
CORPORATION
-o0o -
SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness
-o0o -
No.:25/2017-NQ-NVLG Ho Chi Minh City, June 15 th , 2017
RESOLUTION
Re: Implementation of private placement and approval on the list of investors for loan conversion
BOARD OF DIRECTORS OF NO VA LAND INVESTMENT GROUP CORPORATION
Pursuant to the Law on Enterprises No 60/2005/QH11 dated on November 29 th , 2005;
Pursuant to the Law on Securities No 70/2006/QH11 dated on June 29 th , 2006 and Amendment of Law on Securities No 62/2010/QH12 dated on November 24 th 2010;
Pursuant to the Decree No 58/2012/NĐ-CP dated July 20 th , 2012 detailing and guiding the implementation
of a number of articles of the Law on Securities and the amendment and supplement of a number of articles
of the Law on Securities;
Pursuant to the Decree No 60/2015/NĐ-CP of June 26 th , 2015 amending and supplementing a number of articles of the Decree No 58/2012/NĐ-CP of July 20 th , 2012 detailing and guiding the implementation of a number of articles of the Law on Securities and the amendment and supplement of a number of articles of the Law on Securities;
Pursuant to the Resolution of the 2017 Annual General Meeting of Shareholders No 07/2017-NQ-NVLG dated April 27 th , 2017 approving the private placement plan to increase Charter capital;
Pursuant to the Meeting minutes of No Va Land Investment Group Corporation in June 15 th , 2017;
Pursuant to the Charter of No Va Land Investment Group Corporation;
RESOLVE THAT
Article 1: Implementing the private placement plan for loan conversion to increase Charter capital approved by the
2017 Annual General Meeting of Shareholders (AGM) of No Va Land Investment Group Corporation (the Company) as follow:
Name of share: No Va Land Investment Group Corporation share
Type of share: Ordinary share (OS)
Par value: VND 10,000 per share
Method of issuance: Private placement of OSs to convert the loan at Credit Suisse AG Bank, Singapore
Branch (a Lender, a Facility Agent, a Lenders’ Representative, hereinafter referred to
as the Lender)
Purpose: For conversion of the loan under the Finance Documents dated June 28th, 2016
(Finance Documents), as requested by the Lender
Description of the
converting loan:
According to the FY2016 audited Financial Statements by PricewaterhouseCoopers Vietnam Limited, as at December 31st, 2016, the loan amount disbursed according to
Trang 2the Finance Documents was USD 60,000,000, equivalent to VND 1,367,400,000,000, details as following:
Lender Facility
limit (USD)
Disbursed (USD)
Loan balance
on Dec
31 st , 2016 (VND)
Coupon Tenor Note
Credit Suisse
Singapore
Branch
100 million
60 million 1,367.4
billion
Libor + 5%
30 months
The loan is convertible
to the Company
O/S
In accordance with the Finance Documents, the full loan amount of USD 60,000,000
will be converted to maximum 33,459,554 OSs
Number of issued shares: 33,459,554 shares
Total face value of issued
shares:
VND 334,595,540,000
Expected increase in
Charter capital:
(i) Current Charter capital: VND 5,961,992,340,000
(ii) Charter capital increase: VND 334,595,540,000
(iii) Post issuance Charter capital: VND 6,296,587,880,000
Issuing price and
Conversion ratio:
VND 40,867/share, equivalent to the applied conversion ratio of 4.0867:1, meaning
VND 40,867 value of loan equals 1 OS
Reasonable conversion
ratio proposed by an
independent valuer:
VND 62,924/share, equivalent to the reasonable conversion ratio of 6.2924:1, meaning VND 62,924 value of loan equals 1 OS (According to conversion ratio calculation report conducted by the independent valuer - Southern Auditing and Accounting Financial Consultancy Service., Ltd (AASCS) on March 17th, 2017 attached)
Explanation on the
difference between
the applied
conversion ratio and
the valuer’s
conversion ratio
At the time to come into the Finance Documents with Credit Suisse AG - Singapore branch, the Company remained private and was deemed less investible under investors’ perspective in the stock market, which resulted in a relative high liquidity discount on the Company’s valuation Meanwhile, Lender has been one of the financial giants in the world The Lender’s presence at a quite early stage had helped prove the Company’s value and potentials to other professional investors, setting a gateway approach international capital market, bringing good fund raising opportunities and creating its footprint in the stock market The conversion ratio based on the Finance Documents is 4.0867:1, meaning VND 40,867 value of loan equals 1 OS, which is supposed to be a rational conversion ratio at the date of the Finance Documents Any change to this conversion ratio can be a breach of the Finance Documents and lead to
legal proceedings as well as bad impact on investors’ trust in the Company
Lock-up: 1 year lock-up from issuance completion
Trang 3 Distribution time: After getting approval of the State Securities Commission (SSC)
Settlement of odd shares: While converting the loan into shares, the issued shares will be rounded down to the
unit, the odd shares incurred (if any) will be deleted
Article 2: Approving the expected list of investors appointed by the Lender:
No Name ID No Number of OSs to be issued
Article 3: Deciding the related tasks:
To approve the increase of Charter capital corresponding with the par value of issued shares;
To approve the amendment of the Company Charter regarding to the increase in Charter capital and registration to the state agency as a result of the above private placements and conversions;
To list the issued shares in Ho chi Minh Stock Exchange (HOSE) and to register in Vietnam Securities Depository (VSD)
Article 4: Assigning and authorizing the Chief Executive Officer of the Company to execute the tasks, sign the
relevant legal documents in accordance to this Resolution, AGM approval and current law
Article 5: This Resolution shall be effective from the date of signing The Members of the Board of Directors, Board
of Management and related people are required to execute the tasks in accordance with this Resolution
Recipients:
- As Article 5;
- Office record
On behalf of the Board of Directors Chairman of the Board
(Signed and sealed)
BUI THANH NHON