Questions From Shareholders
Mrs. Dang Thi Hoang Yen, on behalf of the Board of Presidency, answered the shareholders, as follows:
- Question: Regarding the business plan for 2008, I would like to comment as follows:
Increasing the chartered capital to VND 2,000 billion and preparing to list on SGX, if so, with 42 projects, we will need a lot of capital in the future. As for the next year issuance of 30% from the profit, I found, according to the plan on increasing chartered capital to VND 2,000 billion and listing on SGX, that the profit will be VND 600 billion and our current capital is VND 1,000 should the Board of Management consider to extend to 40% or 50% for current shareholders?
Chairwoman of Board of Management of ITACO: The first request regarding the increase of paying off dividend by the end of 2008, is actually the goal that all of us desire to achieve. More than anyone else, I understand what you, our investors, are thinking, we ourselves are also key shareholders of the company, we all share with you the desire to develop our company stronger to have high rate of dividend payment, which we are being strived to achieve. Specifically in 2008, we set the rate of dividend payment at 30% of the chartered capital, and at the same time, we also aim to distribute surplus bonus by shares at 10% of the chartered capital, shareholders therefore could expect to receive shares at 40% of the chartered capital. In addition, up to now, we still have 15% of outstanding dividend payment of 2007. Therefore, in 2008, shareholders are expected to get payment on dividend and capital surplus at 55% of the chartered capital. In the current context, where most of listed companies are adjusting down the rate of dividend payment, our Group has proposed a highly yielded plan on profit, the Board of Management, the Board of Directors and all staff have to therefore aggressively work out on this to achieve.
The 2007 capital surplus is VND 1,935 billion or approximately VND 3,000 billion?
- Question: According to the report from ITA GROUP President, the capital surplus in 2007 was VND 1,935 billion, while I just heard from the report from the Chairwoman such number at approximately VND 3,000 billion, I wondered if there are any mistakes or differences or not?
Answer: Those numbers are all correct but they were reflected at a different time. We just collected the amount of capital surplus shown on the ledger in VND 1,900 billion by December 31. Our capital surplus then reached VND 3,000 billion on January 6, when strategic shareholders had paid off for the last issuance in December 2007.
Bonus is required to be transparent. Otherwise, it would lead to an unclear situation
- Question: Net profit meant that, to what I understand, say, in this year, there is VND 2,000 billion of the chartered capital and if we achieved VND 600 billion on profit, the number that exceeds VND 600 billion, for example, VND 660 billion, according to the official submitted document, in which proposed to set bonus at 10%, which will cut away VND 60 billion. At other groups, such as Hoa Phat Group, they set the bonus rate is 5% on the exceeded number… I therefore think this regulation needs to be stated more clearly or else, like SSI, there were a lot of courts summoned at the year end. The official document needs to state very clearly to avoid ambiguity.
Answer: According to State law, company has to extract at least 10% of net profit for reward fund or welfare fund. At the General Shareholders Meeting 2007 we agreed on 10% of net profit to bonus the Board of Management, the Board of Directors, staff, shareholders and investors with great contribution to the Company, and up to now, 10% is equal to VND 36.7 billion. In 2008, in reference to point 3.1 in the Resolution which proposed the highest achievement plan is to ensure 30% of the chartered capital for shareholders, if the Board of Management, Board of Directors and all staff strive to achieve the plan on profit that exceeds VND 600 billion, they will be granted bonus, which the rate of bonus, in no event, shall exceed 10% of profit. Shareholders, you could see that, we achieved VND 146 billion in 2006, 367 billion in 2007 and when we set out the plan on profit to achieve for 2008 to be VND 600 billion in the context of the present world and domestic economics, such plan is a big attempt. As I myself started up business with my bare hands, I am fully aware that you with your every capital place complete trust to ITA stocks, we, on the other hand, need to recognize those people who devoted to create miracles for the Company. This will then encourage every single staff and individual to devote more to the common prosperity of the Group.
Pay off all VND 600 billion for dividend – Any mistakes?
- Question: The profit aimed to is over VND 600 billion and pay off to 30% of dividend, by the regular calculation, I found that the VND 600 billion will be enough for payoff of the dividend, so where would the VND 200 billion extra paid for shareholders come from? Are there any mistakes here?
Answer: In principle, when we issue the capital surplus, if it is used to invest in projects, it is required to hold a moratorium of 3 years to get bonus shares. But if supplemented to the working capital for a year we are able to pay off the dividend from the capital surplus to shareholders. This VND 200 billion is extracted from VND 3,000 billion of capital surplus which is accumulated up to now and scheduled to pay off dividend to shareholders as regulated by the Securities Commission. As a result, after paying off dividend of VND 200 billion, we still have capital surplus of VND 2,700 billion to be paid off bonus shares in 2009 and 2010.
Secret to overcome “frozen” real estate market: create your own market!
- Question: According to the statistic data, most of the companies with multi-sectors of which exists financial and properties investment sectors lost 50% of value, how would the Company set out such a highly yielded plan on profit and dividend payment? What were the secrets to achieve the plan? How is the fundamental proportion of all core businesses of the Company?
And the last comment: the profit was mainly from the projects while most of projects are relatively long-term, how would the company do to achieve short-term profit and maintain long-term one from the projects?
Answer: First of all, we would like to thank you for such an interesting question and somewhat the most difficult one up to now in this Meeting. It would take a lot of time to answer this question in detail. I therefore tried to wrap it up short and condensed but sufficient enough to satisfy your understandings and come up with an overview.
Firstly, it is undeniable that most of real estate companies currently witnessed a great loss up to 50% or even more, while ITA Group is still able to ensure its plan on profit and firmly follow its proposed plan. But we are not only a properties investment company. I’d like to restate, ITA Group is a leading group in industrial parks and infrastructure investment. We ourselves got involved with making the master plan for the provinces or advise the local authorities to create its development strategies. After that, we started to invest in such locations whose focuses are in industrial parks that generate a lot of jobs, create a new market regarding residential and commercial centers. Take the Tan Duc Industrial Park as an example, after 2 years, Tan Duc Industrial Park phase 1 has been filled 90%, the phase 2 50% with 85 factories under construction. It is estimated that, by the end of 2009, there will have created 10,000 workers and attracted 5,000 to put in vocational training. Therefore, there would be 15,000 people in Tan Duc Industrial Park in Long An in the future. You could imagine how such a large workforce would create huge demand for housing and commercial services to meet. At present, many companies in Tan Duc Industrial Park steadily asked us to build house chain to serve those targets: from low income, moderate income to luxury residential areas for foreign specialists, professors who would come to work and teach in the area and the University. This is to say, we created our own market. We have never invested in residential area or urban area separately like other real estate companies, who later have to wait for speculators that as a result would bring about highly potential risk. I am hereby committed not to throw you invaluable money in such highly risky investments.
We were not only successful in revenue or profit, but ITA Group also played an important role in the overall development of the local areas. For example, Binh Tan district, established from 3 hamlets of Binh Chanh district, where Tan Tao Industrial Park located, during the last two years saw its population grow to 400,000 headcounts from 200,000 and become a district with a growing rate in budget contribution and one of the highest tax contribution district among HCMC. In Long An with Tan Duc Industrial Park, after two years, the Chairman, General Secretary of the Province, in his speech upon the visit of a central leader and the U.S. General Consul, praised “ITA Group, with its investment in Tan Duc Industrial Park, has created a driving force, a strong jostle and a growing pervasiveness, considerably contributed to Long An Province, which for the first time, achieved its highest GDP 13.5%, highest across the country….” Such to mention is to show us that, over the past 12 years, we have been working very well not only for our own benefit but also for the community development. I shared this here with hope that you shareholders would agree to support this because each of us is an organic cell of society. This is to say, without your entrusted support, we-the Board of Management could hardly turn this expectation to reality. But I believed that all shareholders who are keeping ITA stock up to now would also share this point of view, which would provide us stronger belief to implement the agreed plan.
That is the secret which helps us believe that we would not be swept in the frozen condition of the current market. Of course, we could hardly avoid certain influence, to some extent, but we would never be completely dependent like other real estate companies.
As for the plan on profit of VND 600 billion, someone may question how we could set out such a plan on profit when most of our projects are long term. Up to now, we could answer you right away that all warehouses and land in Tan Tao Industrial Park and Tan Duc Industrial Park has been leased and filled. The characteristic of our business of Industrial Parks is different from other businesses, that is, when we sell the warehouses or lease the land, there were about 30% of investors that could pay off at once, the rest of 70% applied deferred payment from 5 to 10 years, our revenue would therefore last for the next 10 years, equivalent to VND 3,800 billion of debt to be due to us. As you could see, our revenue from warehouses business this year was VND 960 billion and the net profit was VND 367 billion, the dividend from net profit was at 40%. The operations of the Group could be balanced by the income from power supply, water supply, sewage treatment, food services…. We therefore would be able to achieve the very high net profit in 2008.
In addition, in my recent report, I also mentioned about the marketplace residential area and the growing demand of luxurious area while we just started. When the marketplace residential area comes to its full operation, its value would be increased much more. This also played as one of the factors that could decide such a very high plan on profit in 2008.
In conclusion, through our leading development in Industrial Parks which helped bring about the chain development of new cities, commercial and services centers, we granted ourselves the initiative role in creating the market for ourselves. It is us ourselves that make our prosperity. It is also the secret of success from ITA Group. I hope my answer could delight your understanding.
ITA Stock prepared to come out international financial markets?
- Question: Why do we have to amend the company charter? Was there any connection with the listing specifically in SGX?
Answer: In 2005 we had the company charter in accordance with the State Securities Commission. However, we now are preparing procedures to be listed in Singapore. Singapore has been a standardized and advanced financial market for a long time. They required strictly more and we have to adjust to be accepted. Specifically, Vietnamese Law on Corporate allows any shareholder group represented 10% holding delegate representative to the Board of Management and Inspection Committee, but according to the recently amended charter, any shareholder group holding 5% will have right to delegate representative to the Board of Management and Inspection Committee and call on unusual General Shareholders Meeting.
Secondly, the Law on Corporate requires us to publish on the company website any transfer with value from 20% of the total assets of the company. Singaporean law requires publishing any agreement from 5% in value. This is one of the common and strict requirements in Singapore that required us to amend our company charter in this General Shareholders Meeting.
Thirdly, Singaporean law requires independent members in the Board of Management and Inspection Committee while the company charter in 2006 was in compliance with the in-born State Securities Commission that did not regulate on this. Now it requires. At this moment, in order to protect the minority shareholders, we have to acquire 1/3 independent members, who are not involved with the company management, to be in the Board of Management and Inspection Committee….
Question: In the amended company charter, the point 41 regulated on information confidentiality and publicity. In this charter, there are only three lines while in the document compiled by Singaporean law firm which was delivered to shareholders, it is quite long. Why didn’t we use such in the amended charter? And in the future, will the Group be listed in SGX?
Answer: The point 41 in the regulated on information confidentiality and publicity which requires strictly compliance with the Law on Corporate and the sample charter, it is consistent for all activities of the company in the long term, while the regulation that we proposed for approval is the current requirement from SGX. The reason why we did not include the regulations in the company charter was because though Singapore market is an established financial market, but their regulations can be adjusted every year to be well-matched with the development of the international and Singaporean financial, monetary markets. We therefore included some of the most basic and consistent points as they are legally required by any listed company, if we included the short-term points, we may have to amend the charter from time to time. At present, we have compiled our regulations on information confidentiality to be consistent with Singapore market, but at a certain time when, for example, Singaporean and Vietnamese financial and monetary markets could be in tune with each other, we would publish new regulations. Again, if we included any short-term regulations which are not necessarily required by the Vietnam law, we would change the charter later again.
90 days or 120 days?
Question: Regarding point 40, within 90 days after the completion of a fiscal year, the financial statement which was approved by the General Shareholders Meeting will have to be submitted while this General Shareholders Meeting took place after 120 days. Could you please explain?
Answer: According to item 2 of article 97 of the Law on Corporate, within 120 days, a company has to conduct the General Shareholders Meeting. However, during the previous period, we were preparing the procedures for listing in SGX, which took a lot of time to review a lot of documents, amend a lot of regulations which also requested for approval from the General Shareholders Meeting. The Board of Management therefore talked with the functional authorities to allow the General Shareholders Meeting to take place on May 2 2008.
12 years of devotion without a single wage
- Question: According to article 20 of the company charter regulating on the management fee for the Board of Management which was often mentioned in many General Shareholders Meetings and our 2007 Shareholders Meeting as well. I did not find it in 2008, though. We are going to be listed in SGX, I supposed we have to follow the regulation to have this article included.
Answer : Thanks Shareholders for paying attention to this issue. Why didn’t we mention about the management fee of the Board of Management in the Resolution? I thought you may feel hard to believe in what I am about to say now. But as you have asked, I am myself one of the founders of ITA Group and have been working for it for 12 years. Over such 12 years, I’ve never received a single penny from ITA Group, and this year, with 500,000 bonus shares, I donated them to the Southeast Asian University to establish a foundation for scholarship for poor students with great scholar achievement. All members in the Board of Management who do not involved directly with the management of the Group also agree to donate their bonus shares to ITA Foundations : For the future, For Medical Aids, For Veterans Assistance. After 4 years, we have built many schools for several locations such as 2 primary schools, 1 kindergarten for poor people, 1000 houses of gratitude to replace slum in U Minh. In this August, we will organize a big event « Hoa Trang Nguyen » to provide scholarships to excellent students in 2,100 schools and 139 universities across the country. I am currently living overseas but always hope to do something good for Vietnamese education. This is also why I devoted a lot to building the University of Southeast Asia which aims to become a top university nationwide to provide scholarships for poor students with good academic achievement, and talents of the country. This idea also received strong support from the Board of Management, we therefore did not include the management fee for the Board of Management in 2006 and 2007.
Financial Reserve, social farewell reserve, and production development reserve
Question: Paying off dividend at 30% of the chartered capital in stock will mean already paying off. Where will the 5% of financial reserve, 5% of social farewell reserve and production development reserve come from? If VND 600 billion was used up, there would not be any such reserves?
Answer: Net profit in 2007 was VND 367 billion, after we paid off VND 300 billion for dividend and bonus shares, we still have 34 billion for social welfare reserve. Last year, we successfully conduct new issuance that creates VND 3,000 billion to put back into operations, we therefore do not need to reserve for production development reserve.
Could dividend be paid in cash?
- Question: Regarding paying off dividend at 30% of chartered capital in stock, I am wondering if we could pay in cash. We cannot just be rigid in paying by stock, we could be more flexible to consider if we could pay off dividend in stock or in cash.
Answer: In our Resolution, we also have one article regulating on the paying off dividend in cash, stock or both. However, in 2008, the Board of Management proposed to pay off by stock. We discussed this quite a lot. I understand that upon hearing of the payment of dividend in stock, many of us felt stingy. However, I asked for your thorough consideration on this issue to see that, paying off by stock will bring the most benefits to all of you and to the development of the Group as well. This has been proved in practice that ITA stock still stayed stable during the stormy condition, when other stock saw dramatic loss. I heard that ITA was storm proof stock, didn’t I?
Increase the chartered capital to VND 5,000 billion: by all means?
Question: Why have to extend the Resolution to next year?
Answer: Increasing the chartered capital to VND 5,000 billion by the Resolution would be done by the end of December 31 2009, but there also existed an article for the General Shareholders Meeting to approve of the extension of the implementation period of the increase to next year. Why the Board of Management proposed this objective was because we are now having many projects at nationwide scale, which required a huge source of capital. This is also why the Board of Management decided to increase chartered capital to VND 5,000 billion by 2009.
However, over the time, such as the year 2006 saw a tremendous growth of the stock market, while the year 2007 saw an unbelievable downturn of the market, we all understand that the Vietnamese stock market has endured unpredictable upside-down. Though we should be optimistic to expect better things, a back-up plan would also be necessary to take into consideration. The Board of Management and the Board of Directors thus proposed a more flexible article to protect the healthy growth of the Group, in case the market unpredictably reacts.
Question: Issuance of stock to increase capital also brings about the dilution of stock and the deduction of your personal holding. Could you tell us your holding of ITA stock and the plan of holding?
Answer : If I cared so much for myself that I am afraid that my holding could be diluted and deducted and I could be replaced sometimes, I would do as many other companies in the late 2006 and the early 2007: only issue stocks with value for current shareholders in order to boost up the value of stock in the market, then sell out to get capital for something else… But why didn’t I do that? As a founder of ITA Group, I considered it my child; its ups and downs are similar to my ups and downs. The benefit of the Group is always placed utmost. The dilution of my personal holding therefore provided opportunity for strategic partners, multinational groups with experiences and expertises to join within monetarism of 2-5 years to create capital surplus of VND 3,000 billion, an action that no other listed companies could do.
On this occasion, let me share with you one of my personal conversation with my father. When he asked if I had ever had the idea of selling out ITA stock, I had answered with a question “Do you ever see any captain left its ships? He would rather die with it than leave it for his survival.”
If you watched over, you could see that I and my company Tan Dong Phuong only buy in but never sell out. It is a commitment to the Group. I have a strong belief that, sooner in one day, you all will be proud of being a member of ITA Group, being the holder of the ITA stock because we are doing something good for our society, for our community development along with our own development.
We are investing in human resources training, so one day, when you think that my role in the Group is done, when other person could lead the Group better than me, I would hereby support such person to lead ITA Group growing further.