This morning (28 February), F.I.T Investment JSC (F.I.T) held the 2015 Annual General Meeting at 17T1 Hapulico building.
At the end of the meeting, the shareholders voted to approve a number of reports of the Board of Directors (BOD): Plan to change from HNX-listed to HOSE-listed, Plan to increase capital in 2015, Proposal to allow F.I.T Group to purchase 51% chartered capital of F.I.T without a public offer…
Notably, the shareholders also approved the plan for F.I.T to increase its share capital to VND 3,000 billion through 2 issuances. The capital raised will be used to contribute capital to subsidiairies and associates (more than VND820 billion) and provide additional working capital.
Happenings:
11h35:
Read and vote to approve the Annual General Meeting Minutes.
According to the voting result, the entire contents proposed by the BOD are approved.
11h15: Announce the voting result.
The shareholders approved the entire contents proposed by the BOD and the Board of Management.
11h06:
Meeting breaks following the Question & Answer session after voting to approve the proposal reports.
– Shareholders: Does the Company have any concerns of not succeeding after significant capital increase? Does the Company have any plan to use additional funding sources?
– Mr. Phan Trung Phuong: We are confident the issuance will be successful, if shareholders sitting here supports us; because the business orientation of the company is very clear, and the potential in the stock market is still very great.
Even if shareholders do not participate in all, we believe that strategic shareholders, both domestic and foreign, (such as the target of changing listed stock exchange) will participate. Currently, F.I.T also noted the great interest of the shareholders, so the issuance of F.I.T is feasible goal.
As for other funding sources, we have also calculated and if there are any matters requiring shareholders’ acceptance, we will consult shareholders for approval.
– Shareholders: After increasing capital to VND 3,000 billion, F.I.Tsurely will invest in further industries via M&A as disclosed by the Company. Can the Company disclose in more details?
– Mr. Phan Trung Phuong: Agricultural and pharmaceutical industries are of very large scale. Therefore, when our capital is 3.000 billion, if there is one more number “0” behind, it is still not not too large compared to the size of the industry development. This is a sector with great potential. In another occasion, we will present more detailed works we have done with TSC.
– Shareholders: We appreciate the success with TSC, but does a sturdy capital increase in TSC require too many resources from F.I.T? What will F.I.T do with the next strategy?
– Mr. Phan Trung Phuong: Before F.I.T invested in, TSC had been listed in HOSE but incurred huge losses and could have been delisted if such losses continued. When we researched TSC, we found that TSC had grounds to be restructured, from assets to subsidiaries.
And the ambitious plan to eliminate the accumulated losses have been successful up to this time, exceeding far more than expected due to the strong development of its subsidiaries.
In 2015, TSC sets profit target of VND 150 billion. A very positive point is that Pharmaceutical Agriculture JSC (TSP), a subsidiary of TSC, which is invested in large scale with a factory to achieve revenue of VND trillions, used to incur constant losses but now has generated profit steadily since F.I.T participated in restructuring. Business performance of TSP will definitely rise to meet its capacity.
With Westfood, we decided to double the capacity of the plant, but it only partially meet the needs of customers. Currently, given the demand from Westfood’s customers, investing an additional large-scale plant in Can Tho is being considered. A few hundred billion additional capital is trivial to the growth potential of the company.
– Shareholders: Will business performance keep up with the significant increase of VND 3,000 billion in capital?
– Mr. Phan Trung Phuong: We have calculated that with specific activities and major segments, meeting the plan goals is quite certain. If you have ever noted, since 2013, F.I.T has always exceeded the budget, even far beyond the business plan proposed by the Annual General Meeting.
With TSC and other segments, we believe that the Company’s profit increase will be sustained correspondingly to ensure the business performance of the Company
10h40:
Voting to approve Reports of the BOD and the Board of Directors is completed. The question & answer session between shareholders and chairman starts:
– Shareholders: Why does the Company invest in DCL, when DCL had some negative information related to operation and administration?
– Mr. Phan Trung Phuong: Every company, especially state-owned enterprises, has certain shortcomings. However, DCL is now operating in the pharmaceutical industry which has good growth potential.
DCL operates in 3 distinct and very potential segments:
– Providing needles, medical instrument accessories.
– Antibiotics, pharmaceuticals..
– Capsule: exclusive and well perform.
DCL yielded more than VND 38 billion of profit in 2014, after making provision of VND 50 billion. F.I.T invests in DCL not only in financial perspective but also in human resources. Therefore, financial and business performance will surely be improved. If shareholders recognize the success of F.I.T with TSC, they will recogrnize the positive result after DCL is restructured.
– Shareholders: Why does F.I.T have to change the stock exchange? When will the additional issued shares be available?
– Mr. Phan Trung Phuong: When established and restructured in listed securities, shares which do not meet certain standards must be transferred from HOSE-listed to HNX-listed, and even further, those under the standards must be listed in UPCOM.
From the point of view of foreign investors, there are more good shares listed in HOSE, although HNX also have several good shares of large scale capital. Therefore, many foreign investors also wonder why F.I.T has not been listed in HOSE, therefore the change in stockchange is to enhance reputation of F.I.T with foreign investors.
As for the additional issued shares, we intend to collect the money for the company as soon as possible. At the moment, we are carrying out the procedures, and we expect that on 10 March, the new issuance will be completed.
10h00:
Accordingly, F.I.T proposed to increase chartered capital to VND 3,000 billion via 2 stages.
In details, in the first stage, F.I.T will sell nearly VND 900 billion share capital to existing shareholders at a ratio of 1:1, at the price of VND10,000/share. Expected execution time is quarter II/2015, after being approved by the SSC.
The purpose of this stage is: capital contribution to subsidiaries and associates: over VND 555 billion; the rest of more than VND 336 billion is for additional working capital.
The second stage: shares with value of more than VND 1,208 billion will be sold to existing shareholders and strategic shareholders.
Accordingly, existing shareholders can buy shares at a ratio of 2:1, at the price of VND 10,000/share. A private placement of shares of with value of VND 318 billion will be carried out at a price determined by the BOD, but not lower than book value.
The capital raised will be used to contribute capital to subsidiaries and associates (more than VND 820 billion) and supplement working capital.
9h30:
Total shareholders attending the meeting are over 71% of shareholders with voting rights of the Company.
At this meeting, the shareholders’ meeting will discuss and approve the contents relating to: Income Statement of 2014 and Business Plan of 2015; Report of the BOD in 2014; Report of the Supervisory Board and the Board of Directors in 2014; Audited Financial Statements of 2014; Selection of auditor in 2015; Profit distribution plan of 2014; Finalization of remuneration of the Board and Supervisory Board in 2014 and plans for 2015; Planning to change stock exchange from HNX to HOSE; Capital increase plan in 2015; Proposal to allow F.I.T Group to buy 51% of chartered capital of F.I.T without a public offer; authorization for the BOD to amend its charter in accordance with the new Enterprise Law; authorize the BOD to decide on transactions greater than 35% of chartered capital.
9h20:
Mrs. Nguyen Thi Minh Nguyet, CEO of F.I.T presents Report of the Board of Management. In 2014, F.I.T has achieved and exceeded most of the business plan, such as total sales of 247.7 billion, accounting for 98% of the annual plan; Profit after tax of 146.03 billion, equivalent to 185% of the plan.
For 2015, the Board of Directors proposes to the Annual General Meeting to approve the target of VND 2,309 billion revenue and VND 251 billion profit after tax.
The Board of Directors set the target for 2015 to continue the traditional business of share investment, individual financial services; real estate trading in addition to increasing investment in consumer goods, pharmaceutical,…; develop business through M&A of companies and projects.
9h30: Mr. Phan Trung Phuong, Chairman read the Report of the BOD. According to Mr. Phuong, in 2015, F.I.T will expand investment into pharmaceutical, in particular, Cuu Long Pharmaceutical (DCL).
