disclosure of information on the electronic … · 5/30/2020 · 1. approve the report ... nguyen...

VINHOMES JOINT STOCK COMPANY

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No.: 120/2020/CV-TGD-VH

THE SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

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Hanoi, 30 May 2020

DISCLOSURE OF INFORMATION ON THE ELECTRONIC

INFORMATION PORTAL OF THE STATE SECURITIES COMMISSION

AND HO CHI MINH STOCK EXCHANGE

To: The State Securities Commission

Ho Chi Minh Stock Exchange

Company: VINHOMES JOINT STOCK COMPANY (the “Company”)

Ticker symbol: VHM

Headquarter: No 458, Minh Khai Street, Vinh Tuy Ward, Hai Ba Trung District,

Hanoi, Vietnam

Tel: (84 24) 3974 9350

Fax: (84 24) 3974 9351

The person making disclosure of information: Pham Thieu Hoa – Chief Executive Officer

Type of disclosure: 24-hour 72-hour extraordinary as requested periodic

The content of information disclosure:

On 30 May 2020, on behalf of the Annual General Meeting of Shareholders (“AGM”) of the

Vinhomes Joint Stock Company, the Chairperson of the Meeting issued the Meeting Minutes

and the Resolution of the 2020 AGM.

This information is disclosed on the Company's website on 30 May 2020 and can be found

via: https://vinhomes.vn/en, under the Investor Relations section.

We hereby certify that the above information is true and correct and we are fully responsible

before the law with regards to the information disclosed.

Attachment:

Meeting Minutes and the Resolution

of the 2020 AGM.


CHIEF EXECUTIVE OFFICER

(signed)

PHAM THIEU HOA

https://vinhomes.vn/en


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No.: 01/2020/NQ-DHDCD-VH



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Hanoi, 29 May 2020

RESOLUTIONS OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS


GENERAL MEETING OF SHAREHOLDERS

Pursuant to:

- The Law on Enterprises No. 68/2014/QH13 dated 26 November 2014 and guiding documents;

- The Law on Securities No. 70/2006/QH11 dated 29 June 2006 and guiding documents;

- The Charter of Vinhomes Joint Stock Company (“The Company”);

- The 2020 Annual General Meeting of Shareholders (the “AGM”) meeting minutes dated 29 May

2020;

- The vote counting report of the 2020 AGM of Vinhomes dated 29 May 2020.

THE AGM OF VINHOMES RESOLVES TO:

1. Approve the Report of the Board of Directors (“BOD”) on 2019 Activities and 2020 Plan.

2. Approve the Report of the Management on 2019 Business Performance and 2020 Business

Plan.

3. Approve the Report of the Supervisory Board on the Business Results and Activities of the

BOD and the Management in 2019.

4. Approve the 2019 Audited Financial Statements.

5. Approve the change of head office and amendment, supplement to the Charter of the

Company according to the Proposal of the BOD at the AGM.

6. Approve the Appropriation Plan for the Company’s 2019 Undistributed Profit after Tax

according to the Proposal of the BOD at the AGM.

7. Approve the remuneration for members of the BOD and the Supervisory Board according to

the Proposal of the BOD at the AGM.

8. Implementation of the Resolution.

This Resolution takes effect from the date of signing.

The members of the BOD, the Supervisory Board and the Management of Vinhomes are

responsible for organizing and implementing all contents of this Resolution according to their

functions and authorities.

To:

- SSC, HOSE, VSD;

- Shareholders;

- Archives.

FOR AND ON BEHALF OF

THE GENERAL MEETING OF SHAREHOLDERS

CHAIRPERSON OF THE BOD

(signed)

NGUYEN DIEU LINH

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2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS MEETING MINUTES


- Headquarter: No. 458 Minh Khai Street, Vinh Tuy Ward, Hai Ba Trung District, Hanoi

City, Vietnam.

- Enterprise Registration Certificate No.: 0102671977 first issued on 06 March 2008 by

the Business Registration Office – Hanoi Authority of Planning and Investment.

Time and Venue: The 2020 Annual General Meeting of Shareholders was called to order at

09:00 AM on 29 May 2020 and was held in a form of a multi-location video conference at the

following venues:

1. Vingroup Head Office, No. 7 Bang Lang 1 Street, Vinhomes Riverside Ecological

Urban Area, Viet Hung Ward, Long Bien District, Hanoi, Vietnam (Main venue).

2. Almaz Convention Center, Hoa Lan Street, Vinhomes Riverside Ecological Urban

Area, Phuc Loi Ward, Long Bien District, Hanoi, Vietnam.

3. Symphony Office Building, Chu Huy Man Street, Vinhomes Riverside Ecological

Urban Area, Phuc Loi Ward, Long Bien District, Hanoi, Vietnam

A. PRE-MEETING FORMALITIES

1. Announcement of the Meeting’s purpose

The MC announced the purpose of the Meeting: The 2020 Annual General Meeting of

Shareholders (the “Meeting” or the “AGM”) was convened in compliance with the

applicable laws and the Charter of Vinhomes Joint Stock Company (the “Company”)

to seek shareholders’ approval on a number of issues under the jurisdiction of the AGM.

2. Shareholder Attendance Report

The MC gave the shareholder attendance report on behalf of the Organizing Committee

at 09:00 AM:

- Total number of shareholders attending either directly or by proxy was 80 representing

2,698,191,738 shares, equivalent to 82.02% shares with voting rights (based on

Shareholder Register on Record entitled to attend the Annual General Meeting of

Shareholders on 20 April 2020 provided by the Vietnam Securities Depository).

- Pursuant to the Company’s Charter, the AGM may be validly convened when there is

a quorum of at least 51% shares with voting rights represented by shareholders

attending either directly or by proxy.


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No: 01/2020/BB-DHDCD-VH



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Hanoi, 29 May 2020

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Thus, this AGM has satisfied the provisions and can proceed.

3. Introduction of the Presiding Committee and the Chairperson of the AGM:

- Ms. Nguyen Dieu Linh - Chairperson of the Presiding Committee and of the AGM

- Mr. Pham Thieu Hoa - Chief Executive Officer

- Mr. Pham Van Khuong - Deputy Chief Executive Officer of Construction

- Mr. Nguyen Duc Quang - Deputy Chief Executive Officer of Sales and Marketing

- Mr. Nguyen Huu Thanh - Chief Accountant

4. The Chairperson opened the 2020 AGM.

5. Nomination of Meeting Secretaries by the Presiding Committee: approved by

100% of the shareholders attending the AGM, as follows:

- Ms. Le Thi Giang

- Ms. Trinh Thu Hao

6. Nomination of the Vote Counting Committee: approved by 100% of the

shareholders attending the AGM, as follows:

- Mr. Vu Tuan Anh - Head of the Vote Counting Committee

- Ms. Ngo Thi Nguyet - Member of the Vote Counting Committee

- Ms. Ha Thi Thu Trang - Member of the Vote Counting Committee

- Ms. Vo Minh Ngoc - Member of the Vote Counting Committee

- Ms. Bui Thi Mai - Member of the Vote Counting Committee

- Mr. Cao Van Chinh - Member of the Vote Counting Committee

B. CONTENT OF THE AGM

I. Meeting Agenda

1. The Presiding Committee announced the Meeting Agenda (attached hereto), which was

passed by 100% of the shareholders attending the AGM.

2. The Regulations on Organization and Operations of the Annual and Extraordinary

Genaral Meetings of Shareholders (attached hereto), which was passed by 100% of the

shareholders attending the AGM.

II. Presentation of reports and proposals discussed and approved by the AGM

1. Ms. Nguyen Dieu Linh presented a summary of the Report of the Board of Directors’

(the BOD) 2019 activities and 2020 plans.

2. Mr. Pham Thieu Hoa presented a summary of the Report of the Management on the

2019 business performance and 2020 business plan.

3. Mr. Pham Khoi Nguyen presented a summary of the Report of the Supervisory Board

on business results of the Company and activities of the BOD and the Management in

2019.

4. Mr. Nguyen Huu Thanh presented the summary of the following reports and proposals:

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(i) Report of the 2019 financial results;

(ii) Proposal on the change of head office and the amendment, supplement of the

Charter of the Company;

(iii) The Appropriation Plan for 2019 Undistributed Profits after Tax;

(iv) The remuneration for members of the BOD and the Supervisory Board.

III. Q&A SESSION

The Presiding Committee and the AGM listened to the opinions of shareholders and

discussed the contents of the reports and proposals presented at the AGM.

The AGM agreed on the contents of the discussion and had no further comments.

IV. VOTING AND ANNOUNCEMENT OF VOTING RESULTS

1. The Head of the Vote Counting Committee updated the results of the Shareholder

Attendance Report and gave voting instructions:

- Updates on the number of shareholders before the AGM proceeded to voting as of 09:50

AM:

- Total number of shareholders attending in person and by proxy was 95 people,

representing 2,949,877,656 shares, accounting for 89.68% of voting rights.

- Voting instructions were given.

2. Voting session.

3. Vote counting and announcement of voting results:

- Total number of voting ballots distributed to shareholders: 95 ballots, representing

2,949,877,656 shares, accounting for 100% voting rights attending the AGM.

- Total number of valid voting ballots collected: 90 ballots, representing 2,949,068,699

shares, accounting for 99,97% of voting rights attending the AGM.

(Detailed results are stated in the AGM Vote Counting Minutes of the 2020 AGM).

V. APPROVALS

1. Approved: the Report of the Board of Directors on 2019 activities and 2020 plans

(attached hereto).

This resolution is passed with 2,949,018,249 shares, equivalent to 100% of the total

shares with voting rights.

2. Approved: the Report of the Management on 2019 Business Performance and

2020 Business Plan (attached hereto).



3. Approved: the Report of the Supervisory Board on the business results and

activities of the BOD and Management in 2019 (attached hereto).



4. Approved: the 2019 audited Financial Statements (attached hereto).

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5. Approved: the change of head office and the amendment, supplement of the

Charter of the Company (according to Proposal of The BOD No: 01/2020/TT-HĐQT-

VH date 23 May 2020).



6. Approved: Appropriation Plan for 2019 Undistributed Profits after Tax (according to

Proposal of The BOD No: 02/2020/TT-HĐQT-VH date 23 May 2020).



7. Approved: the Remuneration for Members of the BOD and the Supervisory Board

(according to Proposal No: 03/2020/TT-HĐQT-VH date 23 May 2020):

This resolution is passed with 2,903,433,514 shares, equivalent to 98,45% of the total


C. ADOPTION OF MINUTES AND MEETING ADJOURNMENT

The Meeting Minutes and enclosed Annexes were adopted and approved by 100% of

total votes.

The Chairperson of the Meeting adjourned the Company’s 2020 Annual General

Meeting of Shareholders at 10:20AM on the same day.

Meeting Secretaries Chairperson of the Meeting

(signed)

____________________

Le Thi Giang

(signed)

____________________

Nguyen Dieu Linh

signed)

____________________

Trinh Thu Hao

AGENDA

2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS


Time Content Chaired by

08:30 – 09:00 Shareholder registration & distribution of meeting materials Organizing Committee

09:00 – 09:05 Shareholder Attendance Report Head of Shareholder

Eligibility Verification

Committee

09:05 – 09:10 Introduction of the Annual General Meeting of Shareholders

(“AGM”) Chairperson and Presiding Committee

MC

09:10 – 09:15 Opening ceremony, nomination of AGM Secretary and

election of Vote Counting Committee

Presiding Committee

09:15 – 09:20 Approval of Regulations on the organization and operation

of annual and extraordinary general meetings of

shareholders

Presiding Committee

09:20 – 09:25 Approval of agenda by the AGM Presiding Committee

09:25 – 10:00 Presentation of reports and proposals:

1. Report of the Board of Directors (“BOD”) Presiding Committee

2. Report of the Management on 2019 business

performance and 2020 business plan

Presiding Committee

3. Report of the Supervisory Board on business results of

the Company and activities of the BOD and the

Management in 2019

Head of the Supervisory

Board

4. 2019 Audited Financial Statements Presiding Committee

5. Proposal regarding the change of head office and the

amendment and supplement of the Charter of the

Company

Presiding Committee

6. Proposal regarding the Appropriation Plan for 2019

undistributed profits after tax

Presiding Committee

7. Proposal regarding remuneration for members of the

BOD and the Supervisory Board

Presiding Committee

10:00 – 10:30 Q&A session Presiding Committee

10:30 – 11:00

Voting execution Vote Counting Committee

Vote counting Vote Counting Committee

Break

11:00 – 11:05 Announcement of voting results Vote Counting Committee

11:05 – 11:11 Approval of Shareholders Meeting Minutes and Closing

Ceremony

Presiding Committee

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THE SOCIALIST REPUBLIC OF VIET NAM


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Hanoi, 29 May 2020

REGULATIONS ON THE ORGANIZATION AND OPERATION OF

THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS OF SHAREHOLDERS

OF VINHOMES JOINT STOCK COMPANY

Pursuant to:

- The Enterprise Law No. 68/2014/QH13 adopted by the National Assembly of the Socialist Republic

of Vietnam on 26 November 2014 (“Law on Enterprises”);

- The Securities Law No. 70/2006/QH11 adopted by the National Assembly of the Socialist Republic

of Vietnam on 29 June 2006 (“Law on Securities”);

- The Law amending and supplementing articles of the Securities Law No. 62/2010/QH12 adopted

by the National Assembly of the Socialist Republic of Vietnam on 24 November 2010;

- The Charter of Vinhomes Joint Stock Company.

CHAPTER I

GENERAL PROVISIONS

Article 1: Scope and applicability

1.1 These Regulations shall apply to the organization of annual and extraordinary general meetings of

shareholders (hereinafter referred to as the “Meeting” or “GMS”) of Vinhomes Joint Stock

Company (hereinafter referred to as the “Company”).

1.2 These Regulations set forth provisions on the rights and obligations of shareholders, proxies and

relevant parties participating in the Meeting, and on conditions and procedures of the Meeting.

1.3 Shareholders or proxies attending the Meeting and relevant parties shall be responsible for

compliance with these Regulations.

CHAPTER II

RIGHTS AND OBLIGATIONS OF GMS PARTICIPANTS

Article 2: Rights and obligations of shareholders or their proxies

2.1 Eligibility:

Participants must be shareholders or their proxies as confirmed in writing by one or more

shareholders named in the Company's Shareholder Register on the record date for the Meeting.

2.2 Shareholder rights with regards to the GMS:

a. Shareholders have the right to participate in the Meeting or authorize in writing for another

person to represent them as a proxy at the Meeting;

b. Shareholders and proxies may discuss and vote on all matters within their rights in accordance

with the Law on Enterprises, other legislative documents and the Company Charter;

c. The Organizing Committee shall provide Shareholders and proxies with a Meeting agenda and

related materials;

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d. Each shareholder or proxy will be provided with a ballot after registration with the Shareholder

Eligibility Verification Committee;

e. Any shareholder or proxy arriving late at the Meeting is entitled to register and vote on the

matters yet to be presented or voted. The Chairperson is not obligated to pause the Meeting and

the previously voted matters shall not be affected.

2.3 Shareholder obligations with regards to the GMS:

a. Shareholders and proxies must bring their identity card or passport, invitation letter, and power

of attorney (in the case of authorization or proxies) to the Meeting and register with the

Shareholder Eligibility Verification Committee;

b. All participants must maintain security and order, and must not cause disruption to or

disturbance during the GMS;

c. All voice recordings or images taken during the Meeting must be publicly disclosed and are

subject to the approval of the Meeting Chairperson;

d. All opinions expressed and votes cast shall be made in accordance with the Organizing

Committee's guidance. The Chairperson's instructions at the Meeting shall be respected;

e. All participants must strictly adhere to these regulations and respect the results of the Meeting;

f. All shareholders shall provide information on related persons or persons with interests related

to shareholders as requested by the Company.

Article 3: Rights and obligations of the Shareholder Eligibility Verification Committee

3.1 The Shareholder Eligibility Verification Committee shall consist of one Head and committee

members chosen by the Chairperson of the Board of Directors (the “BOD”) and will be responsible

for the following tasks:

a. Verifying shareholder and proxy eligibility: Request shareholders or proxies participating in

the Meeting as well as invited guests to present their ID cards or passports, invitation letters,

and valid power of attorney (in case of proxy);

b. Handing out ballots and GMS documents to shareholders and proxies;

c. Reporting shareholder attendance results to the GMS:

+ Before the Meeting begins;

+ Prior to each voting session at the Meeting if there is any change in the number of

shareholders participating in the Meeting (e.g. latecomers and late registrations);

d. Identifying interested shareholders who must abstain from voting based on the information

obtained by the Shareholder Eligibility Verification Committee or as provided by shareholders.

3.2 The Shareholder Eligibility Verification Committee may form an administrative team to assist in

performing its tasks.

Article 4: Rights and obligations of the Vote Counting Committee

4.1 The Vote Counting Committee shall consist of one (01) Head and committee members, nominated

by the GMS Chairperson and approved by the GMS.

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4.2 The Vote Counting Committee is responsible for providing guidance on the use of ballots, voting

and vote counting procedures, as well as determining and excluding interested shareholders (if any)

from voting on each matter. In the case the Vote Counting Committee fails to identify the exact

number of the interested shareholders who must abstain from voting (due to insufficient

information or unclear statutory regulations), the votes of such shareholders shall still be counted

provided that the Vote Counting Committee record this issue in the vote counting minutes. That

the shareholder(s), after voting, are considered as interested shareholders who must abstain from

voting does not affect the effectiveness of the resolution for which the shareholders participated in

voting, provided that there are still enough essential number of votes for that resolution after the

number of votes of the related shareholders are excluded.

4.3 The Head of the Vote Counting Committee shall report the vote counting results to the Meeting.

4.4 The Vote Counting Committee may form an administrative team to assist in performing its tasks.

4.5 The Vote Counting Committee shall be ultimately responsible for the accuracy and integrity of the

released results.

Article 5: Rights and obligations of the GMS Chairperson, the Presiding Committee and Secretary

5.1 The GMS shall be chaired by the Chairperson of the BOD. The GMS Chairperson shall appoint

one or several Secretaries to record minutes of the Meeting.

If the Chairperson of the BOD is absent or unable to conduct the Meeting, the BOD shall elect one

of its other members to chair the Meeting. If the BOD fails to elect a Chairperson, the BOD member

with the highest standing shall hold a vote among BOD members and shareholders at the Meeting

to select a Chairperson. The name of and number of votes for each candidate must be disclosed at

the Meeting.

5.2 The GMS Chairperson's decisions with regards to order, procedures, as well as matters arising

beyond the approved agenda shall be final.

5.3 The GMS Chairperson shall conduct the Meeting in an appropriate and orderly manner and allow

the Meeting to reflect the wishes of the majority of participating shareholders.

5.4 At the Chairperson's discretion, the Meeting may be postponed or held in another location (in

compliance with the Law on Enterprises and Company Charter) if he or she deems that:

a. The venue of the Meeting is not large enough to provide seats for all participants or

b. The behaviors of some participants cause disorder and disruptions that hinder the Meeting from

proceeding in a fair and lawful manner.

5.5 The Chairperson has the right to not respond or just note down comments and suggestions from

shareholders if the content of such comments and suggestions are out of scope of the approved

agenda.

5.6 The Chairperson has the right to ask a competent authority to maintain order at the Meeting. He or

she may also expel anyone from the Meeting who shows signs of causing disorder, disobeying the

Chairperson and the Presiding Committee, or hampering the Meeting progress.

5.7 The Presiding Committee consists of several BOD members and managing executives of the

Company as appointed by the Chairperson. The Presiding Committee shall perform necessary tasks

to assist the Chairperson in conducting the GMS.

5.8 The Secretary will record the minutes of the Meeting and perform other tasks as assigned by the

Chairperson and the Presiding Committee. The Secretary may have one or several assistants.

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CHAPTER III

MEETING PROCEDURE

Article 6: Meeting Quorum

6.1 The Meeting shall proceed when shareholders and proxies present represent at least 51% of the

total voting shares according to the Shareholder Register produced on the date of record for the

Meeting (the “Quorum”). If a Quorum is not established within 60 minutes after the appointed

start of the Meeting per the agenda circulated to shareholders, the Meeting will be deemed ineligible

to proceed.

6.2 If the Meeting is deemed ineligible to proceed according to the above provisions, a second Meeting

shall be convened and conducted in accordance with the Company’s Charter and the Law on

Enterprises.

Article 7: Conduct of the Meeting

7.1 The Meeting shall be conducted per the agenda approved by the Meeting.

7.2 The Meeting shall discuss and approve in turn matters on the agenda as regulated in Article 10 of

these Regulations.

7.3 The Meeting shall be deemed closed after the Meeting Minutes have been approved.

Article 8: Approval of resolutions at the Meeting

8.1 Matters presented at the Meeting shall be considered approved if passed by shareholders or their

proxies representing at least 51% of the total voting shares attending the Meeting.

8.2 The following matters shall be considered approved if passed by shareholders or their proxies

representing at least 65% of the total voting shares attending the Meeting:

- Types and amounts of shares offered for transfer or new issuance;

- Additions or changes of business lines;

- Organizational and management restructure of the Company;

- Amendments to the Company’s Charter;

- Project investments, spinoffs worth 35% or more of total assets recorded in the latest audited

financial statements of the Company;

- Reorganization or dissolution of the Company.

Article 9: Ballots

9.1 Ballots are provided for all shareholders and proxies attending the Meeting and shall contain the

shareholder's code, number of voting shares and the matters that require voting at the Meeting.

Ballots must include the Company's stamp in order to be considered valid.

9.2 The voting power of each ballot corresponds to the number of voting shares held by the shareholder

or proxy attending the Meeting over the total number of voting shares represented by shareholders

and proxies at the Meeting.

9.3 The information specified in Article 9.1 can be encoded on the ballot for the purpose of vote

counting via computer software.

Article 10: Voting procedures for adopting decisions at the Meeting

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Voting on matters at the Meeting, depending on specific cases, shall be conducted in the following

manner:

10.1 Casting ballots:

a. Matters on the ballots shall be voted by shareholders and proxies by choosing 'agree', 'disagree'

or 'abstain' for each matter;

b. Shareholders shall cast their votes according to the following rules:

+ The casting of votes will begin as instructed by the Chairperson of the Meeting or the Head of

the Vote Counting Committee and end when the final shareholder casts his or her vote in the

voting box or 30 minutes after the start of the vote casting, whichever comes first. After the

voting is completed, the voting box will be sealed;

+ Votes shall be counted immediately after completion of the voting and the voting box is sealed.

c. The following ballots will be considered invalid and will not be counted:

+ Ballots that do not bear the Company’s stamp and do not comply with the form issued by the

Organizing Committee;

+ Ballots that are torn, erased, scratched or revised;

+ Ballots containing additional information and symbols which lead to the inability to determine

the shareholder’s choice;

+ Ballots with two or more votes on the same matter.

Voting for each matter on the ballot is independent from one another and the validity of one vote

shall not affect another.

d. Should a shareholder make a mistake on the ballot, provided that the ballot has not yet been

put into the voting box and before the voting deadline, the shareholder may contact the Head

of the Vote Counting Committee directly and have the ballot replaced to ensure the

shareholder's entitlements.

10.2 Voting for members of the BOD and the Supervisory Board will be conducted in accordance with

the relevant regulations adopted in the Meeting.

10.3 Direct voting

Direct voting will apply to cases that do not require voting methods stipulated in Articles 10.1 and

10.2.

Shareholders and proxies attending the Meeting shall vote directly on matters by raising their ballots

or other methods as approved by the Chairperson. The Vote Counting Committee will record the

approvals, non-approvals, and abstention and announce the results to the Meeting.

Article 11: Regulations on vote counting

11.1 The Vote Counting Committee shall count the ballots cast as follows:

a. The Committee shall work in a room or an area separate from the Meeting;

b. The Committee may use electronic equipment to assist the vote counting process;

c. The Committee must check the validity of the ballots;

d. The Committee must check each ballot and record the vote counting results;

e. The Committee must count and exclude the shares that are not eligible for voting (if any, for

each voting matter);

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f. The Committee will seal all voting cards and hand them over to the Chairperson.

11.2 Establishing and disclosing the minutes of the vote counting:

a. Upon completion of vote counting, the vote counting committee shall establish the minutes of

the vote counting results;

b. Content of the minutes must include:

+ The time and location of the vote counting;

+ The names of the Vote Counting Committee members;

+ The total number of shareholders with voting rights attending the Meeting;

+ The total number of shareholders with voting rights that cast votes;

+ The number and proportion of valid and invalid ballots;

+ The number and proportion of votes for each matter;

+ The final results of the vote count and the signatures of all the Vote Counting Committee

members.

Article 12: Expressing opinions at the Meeting

Shareholders or proxies attending the Meeting may offer their opinions by raising their ballots or

obtaining permission from the Chairperson. Based on the agenda, the Chairperson shall allot and

arrange time for shareholders to express their opinions, the priority of which shall be given to

shareholders who register and opinions that are related to the agenda. Comments should be brief

and relevant to the topic under discussion. Shareholders should not repeat what has already been

expressed by other shareholders and only comments applicable to the agenda will be recorded in

the minutes of the Meeting.

Article 13: Minutes of the Meeting

13.1 The contents of the Meeting shall be documented in the minutes. The Meeting's Chairperson and

Secretary are jointly liable for the truth, accuracy and content of the minutes.

13.2 The minutes of the Meeting shall be disclosed and adopted by the Meeting before it closes.

13.3 The minutes of the Meeting, shareholders attendance report, vote counting minutes, and other

materials recording the progress and results of the Meeting must be archived at the Company’s

headquarter.

13.4 The minutes of the GMS will be published on the Company’s website within 24 hours of the GMS.

13.5 The minutes of the Meeting will form the basis of the Meeting's resolutions.

Article 14: General Meeting of Shareholders’ Resolutions

14.1. Based on the results of the Meeting, the Chairperson shall issue resolutions on matters adopted at

the GMS.

14.2. Shareholders or group of shareholders have the right to request the Court or Arbitrator to review

and/or cancel the GMS' resolutions, or a part thereof, in accordance with provisions in Article 147

of the Law on Enterprises.

Article 15: Effectiveness of these Regulations

15.1 These regulations, consisting of three Chapters and fifteen Articles, shall take effect immediately

upon being approved by the GMS.

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15.2 Any amendments or supplements to these regulations must be proposed by the Chairperson of the

Company’s BOD and subsequently voted on and approved by the GMS.

ON BEHALF OF

THE GENERAL MEETING OF SHAREHOLDERS

CHAIRPERSON

(Signed)

NGUYEN DIEU LINH

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No: 01/2020/BC-HĐQT-VH



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Hanoi, 23 May 2020

REPORT OF THE BOARD OF DIRECTORS ON 2019 BUSINESS PERFORMANCE

AND 2020 ACTION PLAN

Respectfully submitted to: THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

1. Business performance of Vinhomes Joint Stock Company in 2019

Despite the global economic slowdown due to the U.S. – China trade war and other geopolitical issues,

Vietnam continued to be an expanding market with an impressive GDP growth rate of 7.02% in 2019.

Housing demand remained high, thanks to the rapid growth of the middle class and the highest

urbanization rate in Southeast Asia. However, the prolonged licensing process has caused a supply

shortage in the market, impacting most property developers’ business performance and potentially

hurting homebuyers’ access to desired products. In this challenging environment, Vinhomes

(hereinafter referred to as “Vinhomes” or “Company”) has undertaken strategic initiatives to overcome

these challenges, take advantage of new opportunities, and maintain its leading position in Vietnam’s

real estate market with impressive results.

In 2019, Vinhomes’ net revenue and profit before tax reached VND 51.6 trillion and VND 29.7 trillion

respectively, increases of 34% and 51% over 2018. This impressive growth was fueled by the sales and

handover of large projects including Vinhomes Golden River in Ho Chi Minh City and two mega

projects in Hanoi — Vinhomes Ocean Park and Vinhomes Smart City.

Vinhomes sold nearly 60,100 apartments, villas and shophouses, with a total pre-sales value of VND

91.1 trillion. That total included both retail and bulk sales. In addition, the company completed and

handed over 28,100 apartments, villas and shophouses, putting five new projects into operation. These

results combined to affirm the company’s reputation for unparalleled service, execution and prestigious

image among customers.

Vinhomes also upgraded VinCity-branded projects to Vinhomes-branded mega projects with three

distinctive product lines: Vinhomes Sapphire, Vinhomes Ruby and Vinhomes Diamond. They serve a

wide range of midrange to high-end customer segments as the first “Smart Mega Projects” in Vietnam.

The Vinhomes Smart City, Vinhomes Ocean Park and Vinhomes Grand Park mega projects will offer

international standards of living to their residents under four core pillars: smart management, smart

safety and security, smart community, and smart home. This means 4.0 technology, artificial

intelligence and digitalization in operations to enhance residents’ living experience.

Vinhomes continued to be the most valuable real estate brand in Vietnam in 2019, as voted by Brand

Finance. The company is embraced for its acumen in identifying and capitalizing on the latest market

trends, its relentless efforts to improve product and service quality, and its dedication in bringing the

best value to customers. Vinhomes has strengthened its position as the leading brand in the property

segment in particular and in the Vietnamese economy overall.

2. Activities of the Board of Directors

2.1 General activities

In 2019, Vinhomes fully complied with regulations on corporate governance applicable to public

companies as well as information disclosure on the stock market and continued to streamline its

2

administrative processes and optimized resource allocation in order to maximize contributions and

enhance the supervisory functions of the Board of Directors (“BOD”), as well as to ensure a system-

wide implementation of its principles and to fortify the relationships between the Company and related

parties.

The BOD has approved and delegated some tasks to the Chairperson and the Company’s legal

representative in order to lessen the BOD’s workload overlapping with the expertise of the delegated

people. This allows the BOD to focus on the Company’s long-term development policies and plans.

2.2. The BOD’s supervisory activities

During 2019, the BOD conducted its duties in accordance with applicable laws, the Company’s charter

and Vinhomes’ internal regulations, as follows:

Organized and directed the 2019 Annual General Meeting of Shareholders (“the GSM”) on May

27, 2019.

Published the 2019 financial report, the quarterly and semi-annual financial statements for that

year.

Supervised the implementation of decisions made by the AGM and the Board, and supervised

the business activities of the Management.

Supervised information disclosure to ensure transparency and timeliness appropriate since

Vinhomes became a public company and then a large listed company.

Supervised Management to improve business performance and to accomplish established goals.

In 2019, the BOD issued 25 Resolutions, including:

Content Number of Resolutions

Strengthening the corporate structure, including rearranging the

organization chart, and establishing subsidiaries and branches of the

Company

11

Share buyback 01

Appointing directors and managers of subsidiaries, disclosing

transactions with related parties, appointing authorized representatives

to manage contributed capital in subsidiaries

13

Total 25

3. 2020 action plan

Vinhomes will bring significant change this year in which transformations by adoption of technology

plays a leading role. Vinhomes will maximize the digitization of its business operations to improve

efficiency, enhance growth potential and boost its values.

With regard to development, we will continue to focus on the execution of Vinhomes Ocean Park,

Vinhomes Smart City and Vinhomes Grand Park mega projects. The impressive sales performance of

these projects in 2019 has validated Vinhomes’ sound decision to develop products that align with

market demand and confirm the company’s reputation. These mega projects will continue to drive

growth in 2020 in terms of pre-sales, revenue and profits.

Vinhomes will also continue to emphasize resource allocation to new project development activities. In

the process the company will leverage the strength of its land bank, which is currently the largest among

developers in Vietnam. With its outstanding execution and service quality, Vinhomes thrives to meet

3

the needs of homebuyers as well as investors who wish to partner and grow with Vinhomes.

In terms of sales, Vinhomes will carry out the transition from agency distribution to direct sales in a

number of large projects. The company has been building a strong fleet of well-trained, highly skilled

and service-minded sales experts to directly support our customers. Moreover, Vinhomes still maintains

a large network of partners to maintain sales coverage nationwide. This ensures that customers receive

timely support. Our transition will initially be applied in specific major projects, with the aim of

optimizing the customers’ experience, increasing market transparency, and building our reputation.

In 2020, Vinhomes will launch an online real estate trading platform. The system will fully integrate all

the features of an e-commerce platform, where homebuyers can easily purchase products online. This

will complement the most up-to-date project information provided on a user-friendly website. Interested

homebuyers can now view an entire project’s 3D images as well as tour the model units on the website

or via mobile applications. This digital enhancement will supplement the traditional purchasing process

of visiting a trading floor to have a close look at model units while receiving consultation from sales

agents. Fully integrated into the platform is Vinhomes’ online sales team, which is always ready to

connect and respond to any queries from both domestic and foreign customers. This is well-suited for

tech-savvy homebuyers, as well as foreign homebuyers who cannot visit the projects or the trading floor

in person. The platform will help raise the level of transparency in Vinhomes’s business activities,

optimize customers’ experience, expeditee administrative procedures, and minimize costs for both

customers and the Company.

In addition to applying cutting edge technology to sales activities, Vinhomes will also establish a series

of centralized operation management centers to manage smart cities. Vinhomes will continue to deploy

modern applications in construction, execution and operation as well as such internal activities as

accounting and human resource management. The smart city model will be applied to three mega

projects — Vinhomes Ocean Park, Vinhomes Smart City and Vinhomes Grand Park — in terms of

urban area management and smart home application, previously only available on high-end products.

This will offer more benefits to customers and turn these cities into a lively and convenient environment

harmonious with the nature. Internal activities such as construction management, accounting and human

resource management will also be gradually digitized in order to improve efficiency in line with

Vinhomes’ expanding scale of operation.

To improve internal governance, in 2020 we will continue the digitization, promotion and application

of the Governance and Information Manuals that were developed and put into operation in 2019. Along

with the highly regarded discipline within Vinhomes’s culture, internal management will ensure

uniformity, transparency and efficiency as the company’s scale and scope of operation expands.

Additionally, the management team also set strategic directions to grow the talent pool and develop

high-quality human capital, together with succession planning and practical training activities, to build

a much stronger Vinhomes.

Respectfully submitted to the AGM for consideration.

Thank you.

To:

- As stated above;

- Company archives.

ON BEHALF OF THE BOARD OF DIRECTORS


(Signed)

Nguyen Dieu Linh

1


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No: 01/2020/BC-BGĐ-VH



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Hanoi, 23 May 2020

REPORT OF MANAGEMENT

ON 2019 BUSINESS PERFORMANCE AND 2020 BUSINESS PLAN


Behind impressive momentum in 2018, Vinhomes continued to have another successful year in 2019,

amid a continuation of the global economic slowdown. In contrast, Vietnam had an impressive year in

2019. The GDP growth rate reached 7.02%, according to the General Statistics Office of Vietnam

("GSO"). That exceeded the planned target of 6.6% to 6.8% set by the National Assembly. In fact, GDP

grew at an annual rate of over 7% for a second consecutive year. Foreign direct investment also recorded

encouraging results. Total FDI into Vietnam in 2019 reached a 10-year high of USD 38 billion, up 7.2%

compared to 2018. In addition, inflation maintained under control, up by 2.79% compared to the average

of 2018. That’s much lower than the target of 4% set by the National Assembly and also a three-year

low.

Vinhomes Joint Stock Company (“Company” or “Vinhomes”) achieved positive business results in

2019, specifically:

I. Vinhomes’ 2019 business performance (as stated in 2019 audited consolidated financial

statements)

1. Revenue:

Vinhomes’ 2019 consolidated net revenue totaled VND 51.627 trillion. Revenue from sale of inventory

properties reached VND 48.162 trillion and revenue from leasing of properties was VND 1.114 trillion.

Revenue sale of inventory properties mostly came from the completion and handover of the Vinhomes

Ocean Park, Vinhomes Smart City, Vinhomes Green Bay, Vinhomes Central Park and Vinhomes

Golden River projects. Revenue from leasing of properties stemmed from serviced apartments and

office space. In addition, Vinhomes also received its share of profit, recognized as financial income,

from business cooperation contracts with Vingroup and its subsidiaries ("BCC projects") such as

Vinhomes Riverside the Harmony, Vinhomes Imperia Hai Phong, Vinhomes Dragon Bay, Vinhomes

Star City Thanh Hoa and Vinhomes Skylake.

2. Profit:

The Company’s profit before tax reached VND 29.746 trillion in 2019, up 51% compared to 2018, and

profit after tax reached VND 24.319 trillion, up 65% compared to 2018.

3. Tax obligations

During 2019, the Company paid a total of VND 16.096 trillion to the State budget.

4. Project development progress

As two mega projects, Vinhomes Ocean Park and Vinhomes Smart City, were very positively received

by the market in Hanoi in 2018, the Company launched its third mega project, Vinhomes Grand Park

in Ho Chi Minh City, breaking all sales records with 10,000 apartment units sold less than three weeks

after its launch.

In 2019, the Company's bulk sales strategy also boasted significant achievements through many

successful transactions with reputable domestic and foreign investors. Vinhomes has successfully sold

2

about 60,100 apartments, villas and shophouses with a total pre-sales value of VND 91.1 trillion,

consisting of both bulk sales and retail sales.

The Company continued its leading position in the market, maintaining its unparalleled execution

quality and delivery schedule. In 2019, Vinhomes successfully handed over 28,100 apartments, villas

and shophouses to its customers. Projects delivered in 2019 included Vinhomes Ocean Park, Vinhomes

Smart City, Vinhomes Green Bay, Vinhomes Central Park and Vinhomes Golden River.

II. 2020 business plan:

1. Transforming the distribution model while strengthening the role of technology in sales

activities

Shifting from the agency distribution model, Vinhomes will implement direct sales in a number of big

projects by developing its own fleet of sales agents along with a large network of collaborators

nationwide. Consequently, the service quality will be consistently enhanced thanks to a team of well-

trained and highly skilled in-house sales experts, making the sales operation more transparent and cost

effective. Moreover, in addition to traditional sales channels as an indispensable step into the current

era of 4.0 technology, Vinhomes will launch an online real estate trading platform. It will diversify

Vinhomes’ approach with a greater variety of customers in the mid-end segment, especially tech-savvy

young people and distant homebuyers.

2. Continuously researching to optimize products and services to meet the needs of customers

Customers have always been the focus of Vinhomes development plans. The Company continuously

researches the market and responds to customer feedback in order to improve its products for later

launches. Following brand restructuring, product diversification and the launch of the Vinhomes

Sapphire and Ruby product lines in 2019, the Company will roll out Diamond products in 2020. This

will include a wide array of services aimed at offering a high-class living environment, in which

residents will experience maximum comfort and convenience. All customer feedback in terms of unit

sizes, number of rooms, amenities and living spaces is strictly and vigorously analyzed and evaluated

in order to make additional upgrades well-suited to customers’ needs.

3. Constantly promoting the Five Principles in business management and enhancing the

service-oriented approach to customer service

Vinhomes continues to apply the five core principles in all business activities, which include “Lead –

Standardize – Simplify – Automate – Optimize.” In particular, "Share" has been replaced by

"Optimize," aiming for sales growth and cost optimization as well as enhancing long-term value for the

Company. At the same time, in 2020, Vinhomes will focus on strengthening its service-minded

approach to customer service, the quality of which is considered as one of the key drivers to affirm the

Company’s brand reputation. In addition to the standardized and regularly revised customer relations

processes, Vinhomes employees, particularly the customer-facing staff, will be routinely trained to

enhance their capabilities and maintain a service-minded attitude. Accordingly, while the Company is

striving to meet customers’ demands in a professional manner, all of its employees must take initiatives

to offer their clients outstanding value beyond common standards. Embraced with the “Service from

the Heart” mindset, Vinhomes will make determined efforts to win customers’ loyalty by achieving

maximum satisfaction in 2020.

4. Applying technology in urban management, enhancing customer service, and

implementing a digital transformation in internal operations

In addition to applying cutting edge technology to sales activities, Vinhomes will also establish a series

of centralized operation management centers to manage smart cities. Vinhomes will continue to deploy

modern applications in construction, execution and operation as well as such internal activities as

accounting and human resource management. The smart city model will be applied to three mega

3

projects — Vinhomes Ocean Park, Vinhomes Smart City and Vinhomes Grand Park — in terms of

urban area management and smart home application, previously only available on high-end products.

This will offer more benefits to customers and turn these cities into a lively and convenient environment

harmonious with the nature. Internal activities such as construction management, accounting and human

resource management will also be gradually digitized in order to improve efficiency in line with

Vinhomes’ expanding scale of operation.

5. Developing an asset portfolio that emphasizes recurring income

In order to generate additional recurring revenue, Vinhomes will develop industrial parks in big cities

with good infrastructure such as Hai Phong, Hai Duong and Quang Ninh, and expand its office portfolio

located in Vinhomes urban areas for the next three to five years. Strategic industrial park development

will allow Vinhomes to take advantage of favorable macroeconomic conditions and foreign direct

investment (FDI) growth in Vietnam in general and industrial production in particular. The Company’s

management maintains the view that the development of industrial park properties will leverage

Vinhomes’ strengths in land bank acquisition, project execution and operations. In addition, Vingroup’s

relationships with international brands in the Industrials segment will enable Vinhomes to gain direct

access to reputable and potential international customers. As for office space development,

opportunities arise thanks to the high occupancy rate of office markets in Hanoi and Ho Chi Minh City,

93% and 97% respectively, according to Savills. The increasingly strong inflow of FDI into Vietnam

has resulted in rising demand for office space. The proportion of foreign tenants in Hanoi has increased

from 55% in 2017 to 59% in 2019. However, the office supply in Hanoi and Ho Chi Minh City sat

around one-fifth or one-sixth compared to regional cities/countries such as Bangkok, Singapore, Kuala

Lampur and Jakarta, representing a lucrative opportunity. Office and industrial parks will be the two

key drivers to help Vinhomes consolidate its asset portfolio in order to create stable recurring income.

With the objective of strong, stable and sustainable development, the Management would like to submit

to the Annual General Meeting of Shareholders (the “AGM”) for approval of the 2020 business plan as

follows:

No Item 2020 target (trillion VND)

1 Revenue 97.0

2 Profit after tax 31.0

Kindly submit for AGM consideration and approval.

Thank you.

To:

- As above;

- Company archives.



(Signed)

PHAM THIEU HOA

1


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No: 01/2020/BC-BKS-VH



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Hanoi, 23 May 2020

REPORT OF THE SUPERVISORY BOARD

ON THE ACTIVITIES OF THE BOARD OF DIRECTORS AND MANAGEMENT IN 2019


In 2018, the Supervisory Board has coordinated closely with the Board of Directors (the “BOD”) and

Management to supervise the issuance and implementation of the resolutions of the General Meeting

of Shareholders (the “GMS”) and the BOD, review and coordinate with the internal audit division of

the Company and member companies to ensure proper compliance with legal provisions and internal

code of management of the Company.

Within the scope of responsibilities, functions and authority as prescribed under the Charter of the

Company and in accordance with the Law on Enterprises and other regulations applicable to listed

companies, the Supervisory Board supervised and ensured compliance with the relevant laws and

Company’s Charter in relation to financial management and accounting practices, investment and

development activities, and management and operation of shopping malls. The Supervisory Board also

conducted periodic inspection of the financial statements of the Company and its subsidiaries.

On behalf of the Supervisory Board, I would like to report to the Annual General Meeting of

Shareholders (the “AGM”) as follows:

1. The Company’s financial condition:

The Supervisory Board approves the consolidated financial statements of 2019 as audited by Ernst &

Young Vietnam Limited. The financial statements give a true and fair view of the financial position of

the Company as of December 31, 2019 and the results of operations and cash flows for the year 2019

in accordance with the provisions of the Company’s accounting system.

Key financial indicators from Company's 2019 consolidated financial statements are as follows:

a. Consolidated business performance:

- Net revenue : VND 51.627 trillion

- Total profit before tax : VND 29.746 trillion

- Net profit after tax : VND 24.319 trillion

b. Consolidated assets:

- Current assets : VND 139.555 trillion

- Non-current assets : VND 57.686 trillion

- Total assets : VND 197.241 trillion

c. Owners’ equity : VND 64.715 trillion

Summary:

In 2019, Vinhomes recorded net revenue of VND 51.6 trillion, an increase of 33.5% compared to 2018.

Net profit after tax was VND 24.3 trillion, a 65% increase compared to 2018. The Company’s core

business of sale of inventory properties grew at 35% over 2018.

2

2. Assessment of legal compliance and implementation of the resolutions of the General

Meeting of Shareholders and the Board of Directors:

The Supervisory Board evaluates the Company’s activities in 2019 as sustainable, and in compliance

with existing law. The implementation of decisions of the Annual General Meeting and the Board is

closely monitored to ensure full compliance. The Supervisory Board believes the Annual General

Meeting, the Board and related departments have completed all of their assigned duties.

3. Supervision and inspection of the implementation of internal regulations on corporate

governance and related parties transactions:

In 2018, the rapid nationwide expansion of the Company’s businesses led to a significant increase in

the Company’s workload and number of transactions. The Supervisory Board concludes that

Management has put in a lot of effort to conduct the Company’s business, maintained good corporate

governance, and successfully minimized risks and ensured compliance. Thanks to strict implementation

of corporate governance regulations by the Management and employees, the Board was able to monitor,

update the Company’s business strategies in a timely manner, and make decisions related to the

operations of the Company. During the past year, the Supervisory Board has increased its inspection

and control of compliance, the quality of work and the level of independence in its monitoring activities,

especially as they relate to material transactions and transactions with related parties.

In 2020, the future workload and other market challenges will continue to present the BOD,

Management and all of the Company’s employees with great responsibilities, which calls for concerted

efforts from every member of the Company, as well as the support and trust of our Shareholders. The

Supervisory Board will do our best in performing our responsibilities and expect to receive the

continued support from Shareholders, the BOD and the close collaborate with Management and relevant

divisions within the Company.

On this occasion, on behalf of the Supervisory Board, I would like to send our best wishes to the

Shareholders, the BOD and Management, and wish for another successful AGM.

Thank you.

To:

- As stated above;

- Company archives.

ON BEHALF OF

THE SUPERVISORY BOARD

(Signed)

PHAM KHOI NGUYEN

1


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No: 01/2020/BC-TGĐ-VH



----------- ----------

Hanoi, 23 May 2020

REPORT ON 2019 FINANCIAL RESULTS


In 2019, Vinhomes Joint Stock Company (the “Company” or “Vinhomes”) and its subsidiaries had a

successful year with encouraging key financial indicators for the financial year ended 31 December

2019, as shown in the 2019 audited consolidated financial statements as follows:

1. Consolidated revenue and profit:

Vinhomes’ 2019 consolidated net revenue totaled VND 51.627 trillion. Revenue from sale of inventory

properties reached VND 48.162 trillion and revenue from leasing of properties was VND 1.114 trillion.

Revenue sale of inventory properties mostly came from the completion and handover of the Vinhomes

Ocean Park, Vinhomes Smart City, Vinhomes Green Bay, Vinhomes Central Park and Vinhomes

Golden River projects. Revenue from leasing of properties stemmed from serviced apartments and

office space. In addition, Vinhomes also received its share of profit, recognized as financial income,

from business cooperation contracts with Vingroup and its subsidiaries ("BCC projects") such as

Vinhomes Riverside the Harmony, Vinhomes Imperia Hai Phong, Vinhomes Dragon Bay, Vinhomes

Star City Thanh Hoa and Vinhomes Skylake.

The Company’s profit before tax reached VND 29.746 trillion in 2019. The total profit before tax from

the sale of inventory properties, including BCC projects and project transfers, was VND 29.376 trillion.

Profit after tax reached VND 24.319 trillion, up 65% compared to 2018.

2. Assets:

Current assets increased from VND 91.203 trillion as of 31 December 2018 to VND 139.555 trillion as

of 31 December 2019, largely due to changes in inventory. In particular, inventory increased by VND

23.439 trillion and short term deposits for investment purposes increased by VND 10.279 trillion

compared to the end of 2018.

Non-current assets increased from VND 28.486 trillion to VND 57.686 trillion compared to the same

period in 2018. In particular, cost of construction in real estate projects increased by VND 9.850 trillion,

which is mainly Vinhomes' current mega projects. In addition, the Company continues to deposit for

new project long-term investment in 2019 with total increased deposit being VND 7.928 trillion.

3. Borrowings and owners’ equity:

Total liabilities as of 31 December 2019 increased by VND 60.982 trillion, compared to 31 December

2018, to VND 132.526 trillion, primarily from an increase in homebuyers’ instalment payments for

apartments, villas and shophouses at Vinhomes Ocean Park, Vinhomes Smart City, Vinhomes Grand

Park and Vinhomes Marina.

Owners’ equity as of 31 December 2019 increased by VND 16.570 trillion compared to 31 December

2018, reaching VND 64.715 trillion. The increase in owners’ equity was mainly from the Company's

retained earnings in 2019.

Respectfully submitted to the AGM for consideration.

2

Thank you.

To:

- As above;

- Company archives.



(Signed)

PHAM THIEU HOA

Note:

Vinhomes’ 2019 Financial Statements were audited by Ernst & Young Ltd, and are published on the

Company’s website: https://ir.vinhomes.vn/en/financial-statements-presentations/

https://ir.vinhomes.vn/en/financial-statements-presentations/


----------- ----------

No: 01/2020/TT-HDQT-VH



----------- ----------

Hanoi, 10 May 2020

PROPOSAL OF THE BOARD OF DIRECTORS

(Re: Change of head office and amendment and supplement of the Charter

of Vinhomes Joint Stock Company)

To: GENERAL MEETING OF SHAREHOLDERS OF


- Based on Law on Enterprise No. 68/2014/QH13 adopted by the National Assembly of the Socialist

Republic of Vietnam on 26 November 2014 (“Enterprise Law”) and guiding legal documents;

- Based on Charter of Vinhomes Joint Stock Company (hereinafter referred to as the “Charter”);

- Based on the operation situation of Vinhomes Joint Stock Company (hereinafter referred to as the

“Company”).

The Board of Directors (“BOD”) has reviewed, considered and proposed amendments and supplements to

a number of articles and clauses in the current Charter of the Company as follows:

1. Approving the change of the Company’s head office

The head office of Vinhomes Joint Stock Company has been moved to Symphony Office Tower, Chu Huy

Man Street, Vinhomes Riverside Eco-Urban Area, Phuc Loi Ward, Long Bien District, Hanoi, Vietnam.

The Board of Directors (“BOD”) hereby respectfully asks the Annual General Meeting of Shareholders

(“AGM”) to approve of this change, specifically:

Current registered head office’s address: No 458 Minh Khai Street, Vinh Tuy Ward, Hai Ba Trung

District, Hanoi, Vietnam.

New registered head office’s address: Symphony Office Tower, Chu Huy Man Street, Vinhomes

Riverside Eco-Urban Area, Phuc Loi Ward, Long Bien District, Hanoi, Vietnam.

Regarding the date of change in the business registration: We respectfully ask the AGM to allow the

Chairperson of the Company’s BOD to decide on an appropriate date and, on behalf of the AGM, issue the

decision to change the Company’s head office’s address no later than 12 months since the date of approval

by the AGM.

2. Approving the amendment and supplement of the Company’s Charter

The Board of Directors hereby submits to the General Meeting of Shareholders for approval of the

amendments and supplements to a number of contents prescribed in the Company's Charter, specifically:

2.1 To amend Point 3, Article 3: The address of the registered head office in the Company’s current

Charter in accordance with Item 1 above.

2.2 To amend Articles 24.1, 24.3.ii.c of the current Charter of the Company according to the provisions

of law.

The detailed amendments and supplements of the Charter are stipulated in the Appendix attached to this

Report.

The BOD respectfully submits to the Annual General Meeting of Shareholders for consideration and

approval of the new Charter of the Company including amendments and supplements. The new Charter

takes effect from the date of signing and replaces the Charter dated 28 May 2019 as well as Appendixes of

amendments and supplements to the Charter.

The CEO and Legal representatives of the Company is assigned the task of finalizing and signing of the

new Charter according to regulations and to carry out necessary legal procedures at the Business

Registration Office – Department of Planning and Investment, as well as other relevant government

authorities, to complete the application for the change in the head office’s address of the Company in

accordance with the law. After issuance, the new Charter will be posted on the Company's website at

https://www.vinhomes.vn/en, under Investor Relations section.

Respectfully submit for AGM consideration and endorsement.

Thank you.

To:

- As stated above;

- Company archives.



(Signed)

NGUYEN DIEU LINH

Note:

This document may be revised and submitted for approval at the AGM.

https://www.vinhomes.vn/

ANNEX

AMENDMENTS AND SUPPLEMENTS TO THE CHARTER

No. Related

Articles

Current Charter Amendments and supplements of the

Charter

(The italic parts are proposed amendments

and supplements)

Reasons for amendment and

supplement

1. Article 3.3 The Company’s registered head office: No. 458

Minh Khai, Vinh Tuy Ward, Hai Ba Trung

District, Hanoi City, Vietnam.

Tel: 024 – 39749350 Fax: 024 - 39749351

The Company’s registered head office:

Symphony Office Tower, Chu Huy Man Street,

Vinhomes Riverside Eco-Urban Area, Phuc

Loi Ward, Long Bien District, Hanoi,

Vietnam.

Tel: 024 – 39749350 Fax: 024 - 39749351

In accordance with the actual

operation of the Company.

2. Article 24.1 The GSM shall pass any Resolutions within their

authority by way of a vote at a GSM’s meeting or by

collecting written opinions from the Shareholders.

i. Except for the cases provided in paragraph (ii)

below, GSM’s decisions shall be adopted if they

are voted for by at least 51% of the total votes of

the Shareholders having voting rights and

attending the meeting in person, or through their

Authorized Representatives or Proxies (in the

case of direct meeting) or by at least 51% of the

total votes of Shareholders having voting rights

(in the case of collecting written ballots).

ii. Decisions of the GSM relating to the following

The GSM shall pass any Resolutions within

their authority by way of a vote at a GSM’s

meeting or by collecting written opinions from

the Shareholders.

i. Except for the cases provided in

paragraph (ii) below, GSM’s decisions

shall be adopted if they are voted for by

at least 51% of the total votes of the

Shareholders having voting rights and

attending the meeting in person, or

through their Authorized

Representatives or Proxies (in the case of

direct meeting) or by at least 51% of the

total votes of Shareholders having voting

To clarify the voting by way of

collecting written opinions from

the Shareholders in accordance

with Clause 4, Article 145 of

Law on Enterprises, calculating

on the total number of casted

shares with voting rights

instead of the total number of


matters shall only be adopted if they are voted for

by at least 65% of the total votes of the

Shareholders having voting rights and attending

the meeting in person, or through their

Authorized Representatives or Proxies (in the

case of voting at the meeting) or by at least 51%

of the total votes of Shareholders having voting

rights (in the case of collecting written ballots):

a. Class of Shares and number of Shares of each

class;

b. Change of registered business sectors and

business lines;

c. Change of the management structure of the

Company;

d. Amendments of and supplement to the Charter of

the Company;

e. Investments in projects or sale of assets with the

value equivalent to or above 35% of the total

value of assets recorded in the latest audited

financial statements of the Company; and

f. Reorganization, dissolution of the Company.

rights and sending written ballots back

(in the case of collecting written ballots).

ii. Decisions of the GSM relating to the

following matters shall only be adopted

if they are voted for by at least 65% of

the total votes of the Shareholders having

voting rights and attending the meeting

in person, or through their Authorized

Representatives or Proxies (in the case of

voting at the meeting) or by at least 51%

of the total votes of Shareholders having

voting rights and sending written ballots

back (in the case of collecting written

ballots):

a. Class of Shares and number of Shares of

each class;

b. Change of registered business sectors

and business lines;

c. Change of the management structure of

the Company;

d. Amendments of and supplement to the

Charter of the Company;

e. Investments in projects or sale of assets

with the value equivalent to or above

35% of the total value of assets recorded

in the latest audited financial statements

of the Company; and

f. Reorganization, dissolution of the

Company.

3. Article 24.3. ii.

c

Shareholders can return the opinion collection forms

to the Company by the following methods:

- By regular mail: opinion collection forms

returned to the Company must be signed by the

Shareholder in case of Shareholder being

individual or signed by the Authorized

Representative(s) or Legal Representative(s) in

case of Shareholder being a legal entity or

organization. The voting form returned to the

Company must be given in a sealed envelope

and must not be opened before the counting of

votes. All forms returned to the Company after

the deadline as specified in the form, being

amended, erased, marked or inserted additional

symbol or have been opened shall be deemed

invalid;

- By fax or via the Company’s official registered

electronic mail address (email): the opinion

collection forms returned to the Company by

fax or email must be kept private and

confidential until for the vote counting.

Shareholders can return the opinion collection

forms to the Company by the following

methods:

- By regular mail: opinion collection

forms returned to the Company must be

signed by the Shareholder in case of

Shareholder being individual or signed

by the Authorized Representative(s) or

Legal Representative(s) in case of

Shareholder being a legal entity or

organization. The voting form returned

to the Company must be given in a

sealed envelope and must not be opened

before the counting of votes. All forms

returned to the Company after the

deadline as specified in the form, being

amended, erased, marked or inserted

additional symbol or have been opened

shall be deemed invalid;

- By fax or via the Company’s official

registered electronic mail address

(email): the opinion collection forms

returned to the Company by fax or email

must be kept private and confidential

until for the vote counting.

Supplement, Clarify in

accordance with Clause 4 Article

145 of the Law on Enterprises.

Absentee ballots sent to the Company

after the deadline written therein,

absentee ballots sent by post in opened

envelopes, absentee ballots sent by faxes

or emails which have been leaked are all

invalid. If an absentee ballot is not

submitted, it will be excluded from

voting.


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No: 02/2020/TT-HĐQT-VH



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Hanoi, 23 May 2020


Re: The Appropriation Plan for 2019 undistributed profits after tax


As at 31 December 2019, Vinhomes Joint Stock Company’s (“Vinhomes” or “Company”)

undistributed profits after tax were VND 11,860 billion as stated in the separate financial statements of

Vinhomes, as audited by Ernst & Young Limited.

The Board of Directors (the “BOD”) would like to submit to the Annual General Meeting of

Shareholders (the “AGM”) for approval of the Appropriation Plan for 2019 undistributed earnings as

follows:

1. To transfer VND 5,000,000,000 (five billion dongs) to the Reserve Fund, as specified in the

Charter of the Company.

2. The remaining undistributed profits after tax will be added to the operating capital of the

Company.

Respectfully submit for AGM consideration and endorsement.

Thank you.

To:

- As stated above;

- Company archives.



(Signed)

NGUYEN DIEU LINH


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No: 03/2020/TT- HĐQT-VH



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Hanoi, 23 May 2020


AND THE SUPERVISORY BOARD

Re: Remuneration for members of the Board of Directors and the Supervisory Board


- Pursuant to relevant laws and the Charter of Vinhomes Joint Stock Company (“Company”);

The Board of Directors (the “BOD”) and the Supervisory Board hereby request the Annual General Meeting

of Shareholders (“AGM”) to approve the 2019 remuneration and the plan for 2020 remuneration for the

members of the BOD and the Supervisory Board as follows:

1. Actual remuneration for 2019:

- In 2019, the Board consisted of six (06) BOD members and three (03) Supervisory Board members;

- Remuneration for the BOD was VND 7.3 billion – equivalent to 0.03% of the 2019 profit after tax;

- Remuneration for the Supervisory Board was VND 276 million – equivalent to 0.001% of the 2019

profit after tax.

Therefore, this remuneration payment has been implemented in accordance with the Resolution of the 2019

AGM.

2. Remuneration Plan for 2020:

Based on the 2020 business plan, the BOD and the Supervisory Board request the AGM’s approval

of the 2020 remuneration plan for the BOD and the Supervisory Board as follows:

- Remuneration for the BOD is limited to a maximum of 0.05% of 2020 profit after tax.

- Remuneration for the Supervisory Board is limited to a maximum of 0.005% of 2020 profit after tax.

The BOD and the Supervisory Board request the AGM’s authorization for the Chairperson of the BOD and

the Head of the Supervisory Board to set specific remuneration for the members of the BOD and the

Supervisory Board within the limits above.

Respectfully submit to the AGM for consideration and approval.

ON BEHALF OF

THE SUPERVISORY BOARD

HEAD OF THE SUPERVISORY BOARD

(signed)

Pham Khoi Nguyen

ON BEHALF OF

THE BOARD OF DIRECTORS


(signed)

Nguyen Dieu Linh

disclosure of information on the electronic … · 5/30/2020 · 1. approve the report ... nguyen...

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