Hoang Quan Cnsltng Trdng Srvc Rl Est Crp : Resolution and Minutes of The Annual General Meeting of Shareholder 2017 (20/05/2017)

• Pursuant to Enterprise Law No. 68/2014 / QH13 dated 26 November 2014;

• Pursuant to the Charter of Hoang Quan Consulting-Trading-Service Real Estate Corporation;

• Based on the Minutes of Vote Counting at the Annual General Meeting of Shareholders 2017 dated 20/05/2017;

• Based on the Minutes of Annual General Meeting of Shareholders 2017 dated 20/05/2017;

• Based on the Documents of the Annual General Meeting of Shareholders 2017 dated 20/05/2017;

Annual General Meeting of Shareholders 2017 of Hoang Quan Consulting-Trading-Service Real Estate Corporation (HQC) was held at 8h30 on 20 May 2017 at Rex Hotel 141 Nguyen Hue, Ben Nghe Ward, District 1, Ho Chi Minh City with the participation of 436 shareholders representing and authorized for 281,719,995 shares, equivalent to 66% of total number of voting shares of the Corporation.

According to the Enterprise Law and the Charter of the Corporation, the Annual General Meeting of Shareholders of the Corporation was eligible to be held.

Voting rate of approval 100%

• Net revenue: VND 1,019 billion

• Profit after tax: VND 20.1 billion

  Issue 2: Business Plan 2017

• Net revenue: VND 2,000 billion

• Profit after tax: VND 200 billion

Voting rate of approval 100%

Voting rate of approval 100%

Voting rate of approval 100%

To approve dividend non-payment in 2016.

Voting rate of approval 100%

1. General information about share acquisition plan:

2. Name of shares: Shares of Hoang Quan Consulting-Trading-Service Real Estate Corporation (HQC)

3. Par value: VND10,000 / share

4. Total treasury shares before implementation: 726 shares

5. Total maximum number of shares expected to be repurchased for treasury shares: Maximum of less than 30% of total issued shares.

6. Capital source: After-tax profit undistributed in 2016, maximum of less than after tax profit in 2016 after deducting appropriations (VND 215,601,869).

7. Purpose of repurchase for treasury shares: Reduce the number of outstanding shares, increase shareholder value.

8. Expected transaction time: no more than thirty (30) days from the date of commencement of the transaction and after the information disclosure approved by the State Securities Commission share acquisition report in accordance with the law.

9. Transaction method: order matching or agreement.

10. Principle of price determination: According to the provisions of Circular No. 203/2015 / TT-BTC dated 21/12/2015 of the Ministry of Finance and other relevant legal documents.

11. Contents of the Authorization

    The General Meeting of Shareholders authorizes the Board of Directors to decide on the matters (including but not limited to) in order to implement the policy of repurchase of shares:

    • Decide and implement all related issues and procedures necessary to implement the policy of repurchase of shares of the Corporation, including amending and supplementing the share acquisition plan of the Corporation according to the actual situation of the Corporation, at the request of the relevant authorities related to the share acquisition report of the Corporation;

    • Actively review and select the securities company to conduct the transaction.

    Voting rate of approval 100%

    Article 7. To approve contents of Statement on the selection of independent auditing company as: A & C Auditing and Consulting Co., Ltd or AFC Vietnam Auditing Co., Ltd.

    The General Meeting of Shareholders authorizes the Board of Directors to select one of the two auditing companies mentioned above to audit the financial statements for 2017, and issues related to auditing activities of the Corporation in 2017.

    Voting rate of approval 99,9%

    Article 8. To approve contents of Statement on the Chairman of the BOD concurrently holding the position of General Director

    Voting rate of approval 100%

    Article 9. To approve contents of Statement on the purchase of odd stocks as treasury shares

    The policy of buying back odd stocks as treasury shares is as follows:

12. Name of share: Share of Hoang Quan Consulting-Trading-Service Real Estate Corporation (HQC)

13. Par value: VND10,000 / share

14. Total treasury shares before implementation: 726 shares

15. Total maximum number of shares expected to be repurchased for treasury shares: 11,510 shares equivalent to 0.0027% of total number of issued shares.

16. Purpose of repurchase for treasury shares: Facilitate shareholders to sell odd-lot shares that they own.

17. Capital source: Undistributed profits.

18. Expected transaction time: In 2017.

19. Transaction method: order matching/agreement.

The General Meeting of Shareholders authorizes the Board of Directors to consider and decide on the principle of purchase price determination, selection of a securities company to act as a share repurchase agent, and all matters related to the acquisition of odd lot shares for treasury shares.

Voting rate of approval 100%

Article 10. To approve contents of Statement on the remuneration of the Board of Directors and the Board of Supervisors 2016 and proposed remuneration 2017

• Total remuneration of the Board of Directors and Board of Supervisors in 2016 was VND 735,900,000

• Total expected remuneration of the Board of Directors and Board of Supervisors in 2016 is:

  • Remuneration of the Board of Directors: 0.1% of after tax profit.

  • Remuneration of the Board of Supervisors: 0.05% of after tax profit.

Voting rate of approval 99,9%

Article 11. To approve contents of Statement on inter-stakeholder transactions expected in 2017

The General Meeting of Shareholders authorizes the Board of Directors to consider and decide on contracts and transactions including lending, borrowing, advances and other transactions between the Corporation and stakeholders under the jurisdiction of the Board of Directors expected in 2017. Transactions with stakeholders will in fact be disclosed according to regulations and reported to the General Meeting of Shareholders through the Annual Report.

Voting rate of approval 99,9%

Article 12. To approve contents of Statement on the amendment and supplement to the contents of the Charter

Voting rate of approval 100%

Article 13. To approve contents of Statement on the issuance of corporate bonds
1. Basic information about bonds:

   1. Name of the Bond:
   Bond of Hoang Quan Consulting-Trading-Service Real Estate Corporation
   HQC Bond
   HQC Bond
   2. Type of the Bond:	Book-Entry, Registered Bonds

   • Vietnamese name :

   • English name :

   • Abbreviated name :

   3. Maturity Time:	01-05 years
   4. Bond interest rate :	Authorize the BOD to negotiate and agree on the interest rate consistent with the market situation and financial viability of the Corporation according to floating or fixed or floating and fixed combination methods.
   5. Term of interest payment :	Authorize the BOD to negotiate and agree on interest payment at the end of period or annually
   6. Payment plan of Principal and interest:	Estimated bond principals and interests are paid from cash sources recognized in the financial statements and other lawful revenues from the business activities of the Corporation.
   7. Par value of the Bond:	100,000 VND/bond
   8. Selling price of the Bond:	100,000 VND/bond
   9. Total number of bonds issued :	Maximum 20,000,000 bonds
   10. Total value of issuance at par value :	Maximum 2,000,000,000 VND (Two trillion VND)
   11. Currency of issuance and payment:	Vietnamese Dong (VND)
   12. Number of issues :	One or more issues
   13. Form of issuance:	Issued separately for less than 100 investors excluding professional securities investors
   14. Place of sale of bonds :	286 - 288 Huynh Van Banh, Ward 11, Phu Nhuan District, Ho Chi Minh City.
   15. Implementation time :	In 2017 and Q1 / 2018
   16. Other commitments to bondholders.	Bondholders are free to transfer or donate bonds according to regulations. Bonds are used as collateral to borrow funds at other credit institutions when approved by these institutions.
   17. Limit on the ratio of holding for foreigners	The Charter of Organization and Operation of the Corporation does not specifically regulate the ratio of holding bonds for foreigners. Therefore, foreign investors may participate in buying and selling the Bonds of the Corporation in accordance with the provisions of Vietnamese law in force.
   18. Purpose of capital use	Implement investment projects

2. Authorization

   After the General Meeting of Shareholders votes to approve the plan to issue registered book-entry bonds, the General Meeting of Shareholders authorizes the Board of Directors to decide on the following matters (including but not limited to):

   • Approve the detailed plan of issuance of bonds and plan of capital use from issue

   • Carry out the necessary procedures to implement the issuance plan including amending and supplementing the issuance plan (if necessary) on the principle of ensuring that the capital mobilization of the Corporation is successful and in accordance with the provisions of the laws. Amendments and supplements must be in the best interest of shareholders and the Corporation;

   • Actively consider and select consulting organizations and issuance agents;

   • Select the appropriate investors to meet the criteria set out;