Ký bởi: CÔNG TY CỔ PHẦN PHÁT TRIỂN HẠ TẦNG KỸ THUẬT | |
Email: info@becamexijc.com | |
Ngày ký: 10/04/2025 10:36:24 +07:00 | |
Xác thực bởi: Viettel-CA SHA2 | |
BECAMEX INFRASTRUCTURE | THE SOCIALIST REPUBLIC OF VIETNAM |
DEVELOPMENT JOINT STOCK COMPANY | Independence - Freedom - Happiness |
---------- | --------------- |
Bình Dương, 10 April,2025 |
DISCLOSURE OF INFORMATION
To: - The State Securities Commission;
- Ho Chi Minh City Stock Exchange.
1. Name of organization: Becamex Infrastructure Development Joint Stock Company
- Stock code: IJC
- Address: No. 230 Binh Duong Avenue, Phu Hoa Ward, Thu Dau Mot City, Binh Duong Province, Vietnam
- | Tel. 0274 3848789 | E-mail: info@becamexijc.com |
2. | Spokesman: Trinh Thanh Hung. | Position: Chief Executive Officer |
3. | Information disclosure type: Periodic Extraordinary On demand | |
4. | Content of information disclosure: |
Becamex Infrastructure Development Joint Stock Company discloses information on meeting Minutes and Resolutions and documents of the 2025 Annual General Meeting of Shareholders.
5. This information was published on the Company's website on 10/04/2025, at the link www.becamexijc.com/Quanhecodong.
We hereby certify that the information disclosed is true and correct and we bear the full responsibility to the law for the disclosed information.
To:
- As above;Organization representative - Archives: Office of BOD
Legal Representative
TRINH THANH HUNG
Chief Executive Officer
Attached documents:
Meeting minutes and Resolutions and
documents of the 2025 Annual General Meeting of Shareholders
HĐQT-TT-25040002
Ký bởi: CÔNG TY CỔ PHẦN PHÁT TRIỂN HẠ TẦNG KỸ THUẬT | |
Email: info@becamexijc.com | |
Ngày ký: 10/04/2025 10:36:10 +07:00 | |
Xác thực bởi: Viettel-CA SHA2 | |
BECAMEX INFRASTRUCTURE | THE SOCIALIST REPUBLIC OF VIETNAM |
DEVELOPMENT JOINT STOCK COMPANY | Independence - Freedom - Happiness |
--------------------- | ---------------------------- |
No. 01/BB-ĐHĐCĐ | Binh Duong, April 09th 2025 |
MINUTES OF 2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
(AGM)
Company name: Becamex Infrastructure Development Joint Stock Company
Business Registration Certificate No. : 3700805566
Address: No 230 Binh Duong Boulevard, Phu Hoa Ward, Thu Dau Mot City, Binh Duong Province
Tel.: 0274 3848789
Time: 8:30 AM, April 9th, 2025
Venue: Becamex Hotel - New City Binh Duong
B2, Hung Vuong Street, Hoa Phu Ward, Thu Dau Mot City, Binh Duong Province
SESSON 1
AGM OPENING
1. REPORT ON THE VERIFICATION RESULTS OF THE SHAREHOLDERS' ELIBILITY
Ms. Nguyen Ngoc Phuong Khanh reported to the AGM on the verification of the shareholders invited according to the list determined on March 10th, 2025 and the number of delegates attending the meeting.
Report contents
- Number of shareholders eligible to attend the AGM is 14.804 shareholders; representing to 377.748.384 shares, accounting for 100% of the charter capital;
- Number of present shareholders and authorized proxies: 247 shareholders, representing 232.964.805 shares; accounting for 61,67% of the charter capital.
- Number of absent shareholders: 14.557 shareholders, representing 144.783.579 shares; accounting for 38,33% of the charter capital.
Pursuant to the Article 19.1 of the Company's current Charter, with the number of shareholders attending the meeting, representing 232.964.805 shares, equivalent to 61,67% of total number of shares carrying voting rights, the 2025 AGM has met the quorum requirements to be conducted.
2./ APPROVAL OF THE AGM AGENDA
The AGM hold a vote by raising voting cards to approve the AGM agenda with the following voting results:
-
Total number of votes of attending shareholders: 232.964.805 votes.
Page 1
HĐQT-TT-25040002
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 232.964.805 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
3./ APPROVAL OF THE COMPOSITION OF PRESIDING OFFICERS, VOTE CHECKING COMMITTEE, AND SECRETARIAT OF THE AGM
3.1/ Composition of the Presiding Officers
-
Mr. Do Quang Ngon - Chairman of the Board of Directors (BOD) - Chairperson of the
AGM - Mr. Trinh thanh Hung - Chief Executive Officer (CEO)
- Ms. Vo Thi Huyen Trang - BOD Member cum Deputy Chief Executive Officer
The AGM hold a vote by raising voting cards to approve the composition of the Presiding Officers with the following voting results:
- Total number of votes
- of attending shareholders: 232.964.805 votes.
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 232.964.805 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
3.2/ Vote Checking Committee:
- Mr. Vo Minh Tung - Director of Sales and Project Development Department - Head of the Committee
- Mr. Đo Anh Vu - Director of IT Department - Member
- Ms. Luong Thi Ngoc Trinh - Deputy Director of Financial Administration Department - Member
- Mr. Lai Xuan Khoa - Deputy Director of Sales and Project Development Department - Member
- Mr. Ha Thai Hung - IT Staff - Member
- Mr. Nong Hoang Nam - IT Staff - Member
- Ms. Tran Thi Tuyet Mai - Staff of Sales and Project Development Department - Member
The AGM hold a vote by raising voting cards to approve the Vote Checking Committee agenda with the following voting results:
- Total number of votes of attending shareholders: 232.964.805 votes.
- Number of invalid votes: 0 votes.
Page 2
HĐQT-TT-25040002
- Number of agreeing votes: 232.964.805 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
3.4/ Secretariat
- Ms. Tran Nguyen Thao - Secretary of the Company - Head of the Internal Audit Committee
- Ms. Phan Hong Phuong - Staff of the Internal Audit Committee
The AGM hold a vote by raising voting cards to approve the Secretariat with the following voting results:
- Total number of votes of attending shareholders: 232.964.805 votes.
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 232.964.805 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
4./APPROVAL OF WORKING REGULATIONS
The AGM hold a vote by raising voting cards to approve the working regulations with the following voting results:
- Total number of votes of attending shareholders: 232.964.805 votes.
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 232.964.805 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
SESSION 2
AGM AGENDA
1./ The AGM heard and presented the followings:
- Report of the Board of Directors
-
Presented by: Mr. Do Quang Ngon - Position: Chairman of the Board of Directors
• Report of the Chief Executive Officer - Presented by: Mr. Trinh Thanh Hung - Position: Chief Executive Officer
- Report of the Supervisory Board
Presented by: Mr. Nguyen Hai Hoang - Position: Head of Supervisory Board
Page 3
HĐQT-TT-25040002
(Reports attached)
2./ Ms. Vo Thi Huyen Trang - BOD Member cum Deputy CEO approved the following Statements:
- The Statement No.01/TTr-HĐQT dated 09 April 2025 on the Consolidated Financial Statements and the Financial Statements of the Parent Company for the year 2024, audited by A&C Auditing and Consulting Co., Ltd; Statement of the Board of Directors for the year 2024; Statement of the Supervisory Board for the year 2024
- The Statement No.02/TTr-HĐQT dated 09 April 2025 on the Statement of the Chief Executive Officer on the business results for the year 2024 and business plan for the year 2025
- The Statement No.03/TTr-HĐQT dated 09 April 2025 regarding the profit distribution and dividend payment schedule for year 2024 and profit distribution and dividend payment plan for the year 2025
- The Statement No.04/TTr-HĐQT dated 09 April 2025 regarding the payment of remuneration to the Board of Directors, the Supervisory Board and the Company Secretary for the year 2024 and payment plan for the year 2025.
- The Statement No.05/TTr- HĐQT dated 09 April 2025 regarding the Plan for share issuance to existing shareholders.
-
The Statement No.01/TTr- BKS dated 09 April 2025 regarding the approval of the list of independent audit firms to conduct the review on interim financial statement, audits on financial statements and the operational audit (if required) for the year 2025 of Becamex Infrastructure Development Joint Stock Company and the authorization to the Board of Directors to select the audit firm
(Statements attached)
SESSION 3
Q&A AND DISCUSSION
The AGM discussed the contents of the Reports of the BOD, the CEO, the Supervisory Board, and the Statements.
The shareholders'questions raised during the meeting were openly discussed and adequately addressed by the Chairperson. (Appendix thereon attached).
SESSION 4
VOTING BY THE AGM
As of the time of participation in the voting, the total number of voting shares held by shareholders attending the meeting is 246.439.586 votes.
Page 4
HĐQT-TT-25040002
1./ The Statement No. 01/TTr- HĐQT dated 09 April 2025 on the Consolidated Financial Statements and the Financial Statements of the Parent Company for the year 2024, audited by A&C Auditing and Consulting Co., Ltd; Statement of the Board of Directors for the year 2024; Statement of the Supervisory Board for the year 2024.
- Total number of votes of attending shareholders: 246.439.586 votes.
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 246.439.586 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Approval rate: 100%, the Statement No. 01/TTr-HĐQT dated 09 April 2025 was approved by the AGM.
2./ The Statement No. 02/TTr-HĐQT dated 09 April 2025 on the Statement of the Chief Executive Officer on the business results for the year 2024 and business plan for the year 2025
2.1 Approving the business results for the fiscal year 2024 on the basis of the figures of the Consolidated Financial Statements and the Financial Statements of the Parent Company - Becamex Infrastructure Development Joint Stock Company, audited by A&C Auditing and Consulting Co., Ltd. with the following key financial indicators:
a. The business results for the year 2024 on the basis the figures of the Consolidated Financial Statements:
Unit: VND billion | |||
2024 | % 2024 | ||
Items | 2024 plan | performance/ 2024 | |
performance | |||
plan | |||
Total revenue | 2.206 | 1.170 | 53% |
+ Revenue from road tolls | 313 | 309 | 99% |
+ Revenue from trading real estate | 1.138 | 323 | 28% |
+ Other revenues | 755 | 538 | 71% |
Total costs | 1.568 | 755 | 48% |
Profit before tax | 638 | 415 | 65% |
Profit after tax | 511 | 354 | 69% |
b. The business results for year 2024 on the basis of the figures of the Parent Company's Financial Statements:
Unit: VND billion | ||||
Items | 2024 plan | 2024 performance | % 2024 performance/ | |
2024 plan | ||||
Total revenue | 1.911 | 788 | 41% | |
Total costs | 1.286 | 494 | 38% |
Page 5
HĐQT-TT-25040002
Profit before tax | 625 | 294 | 47% |
Profit after tax | 502 | 244 | 49% |
Dividend payment | 5%/charter | 5%/charter capital (1) | |
capital | |||
Note: Charter capital (1) : | VND 3.777.483.840.000 |
2.2/ Approving the business plan for the year 2025 of Becamex Infrastructure Development Joint Stock Company with the following key financial indicators:
a. The business results for the year 2025 on the basis of the figures of the Consolidated Financial Statements:
Unit: VND billion | |||
Items | (%)2025 plan/ | ||
2024 performance | 2025 plan | 2024 performance | |
Total revenue | 1.170 | 2.086 | 178% |
+ Revenue from road tolls | 309 | 309 | 100% |
+ Revenue from trading real estate | 323 | 990 | 307% |
+ Other revenues | 538 | 787 | 146% |
Total costs | 755 | 1.569 | 208% |
Profit before tax | 415 | 517 | 125% |
Profit after tax | 355 | 429 | 121% |
b.The business plan for the year 2025 on the basis of the figures of the Parent Company's Financial Statements:
Unit: VND billion | |||
Items | (%)2025 plan/ | ||
2024 performance | 2025 plan | 2024 performance | |
Total revenue | 788 | 1.787 | 227% |
Total costs | 494 | 1.333 | 270% |
Profit before tax | 294 | 454 | 154% |
Profit after tax | 244 | 373 | 153% |
Dividend payment | 5%/charter capital | 5%/charter capital(2) |
Note: Charter capital (2): Expected charter capital: VND 6.295.806.400.000
- Total number of votes of attending shareholders: 246.439.586 votes.
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 246.439.586 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Approval rate: 100%, the Statement No. 02/TTr-HĐQT dated 09 April 2025, regardings the business plan for the year 2025 were approved by the AGM.
Page 6
HĐQT-TT-25040002
3./The Statement No. 03/TTr - HĐQT dated 09 April 2025 regarding the profit distribution and dividend payment schedule for year 2024 and profit distribution and dividend payment plan for the year 2025. Details are as follows:
3.1Profit distribution and dividend payment schedule for the year 2024
No.
Unit: VND | |||||
ITEMS | Percentage | AMOUNT | |||
(%) | |||||
I | PROFIT AFTER TAX | 326.041.576.649 |
1 | Profit after tax incurred during the year | 243.608.556.298 |
2 | Retained earnings of the previous year | 82.433.020.351 |
II | PROFIT DISTRIBUTION | 249.776.331.075 | |||
1 | Appropriation for development and | investment | (20% of 2024 | ||
fund | Profit after tax) | 48.721.711.260 | |||
2 | Appropriation for bonus and welfare funds | (5% 2024 | 12.180.427.815 | ||
Profit after tax) | |||||
3 | Dividend distribution | 5%/Charter | 188.874.192.000 | ||
capital (1) | |||||
4 | Appropriation for bonus fund to the | Executive | - | ||
Board based on the achievement of business targets | |||||
III | Retained earnings | 76.265.245.575 | |||
Note: Charter capital (1) : VND 3.777.483.840.000
- Dividend payment method: In cash
- Payment time: 4th Quarter 2025
3.2 Profit distribution and dividend payment plan for the year 2025
No.
Unit: VND | ||
ITEMS | Percentage | AMOUNT |
(%) | ||
I | PROFIT AFTER TAX | 448.962.245.575 | ||
1 | Profit after tax incurred during the year | 372.697.000.000 | ||
2 | Retained earnings of the previous year | 76.265.245.575 | ||
II | PROFIT DISTRIBUTION | 374.421.840.000 | ||
(10% of 2025 | ||||
1 | Appropriation for development and investment fund | 37.269.700.000 | ||
Profit after tax) | ||||
2 | Appropriation for bonus and welfare funds | (5% of 2025 | 18.634.850.000 | |
Profit after tax) | ||||
3 | Dividend distribution | 5%/Charter | 314.790.320.000 | |
capital(2) | ||||
Page 7
HĐQT-TT-25040002
4 | Appropriation for bonus fund to the Executive Board | (1% of 2025 | |
based on the achievement of business targets | Profit after tax) | 3.726.970.000 | |
III | Retained earning | 74.540.405.575 | |
Note: Charter capital(2): Expected charter capital: VND 6.295.806.400.000
- Total number of votes of attending shareholders: 246.439.586 votes.
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 246.439.586 votes, representing 100% of the total votes of attending shareholders.
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Approval rate: 100%, the Statement No. 03/TTr-HĐQT dated 09 April 2025 was approved by the AGM.
4./ The Statement No. 04/TTr-HĐQT dated 09 April 2025 regarding the payment of remuneration to the Board of Directors, the Supervisory Board and the Company Secretary for the year 2024 and payment plan for the year 2025. Details are as follows:
4.1 Payment of remuneration to the Board of Directors, the Supervisory Board and the Company Secretary for the year 2024:
- According to the Resolution No. 01/NQ-ĐHĐCĐ dated 19 April 2024 of the General Meeting of Shareholders, the remuneration to the Board of Directors, the Supervisory Board and the Company Secretary for the year 2024 is equal to 0,5% x 2024 after-tax profit of the Parent Company.
- According to the audited business results for the year 2024, the after-tax profit of the Parent Company is VND 243.608.556.298.
- According to the Resolution of the General Meeting of Shareholders and the above after-tax profit of the Parent Company, the total remuneration to the Board of Directors, the Supervisory Board and the Company Secretary for the year 2024 is VND
1.218.000.000 (rounded up)
2. Remuneration payment plan for the year 2025 to the Board of Directors, the Supervisory Board and the Company Secretary:
- Pursuant to the business plan for the year 2025 of Becamex Infrastructure Development Joint Stock Company, the Board of Directors submits to the Annual General Meeting of Shareholders for approval of the remuneration to the Board of Directors, the Supervisory Board and the Company Secretary for the year 2025 as follows:
- The remuneration to the Board of Directors, the Supervisory Board and the Company Secretary for the year 2025: 1% x After-tax profit of 2025.
- Total number of votes of attending shareholders: 246.439.586 votes.
- Number of invalid votes: 0 votes.
- Number of agreeing votes: 246.439.586 votes, representing 100% of the total votes of attending shareholders.
Page 8
HĐQT-TT-25040002
- Number of disagreeing votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Number of abstaining votes: 0 votes, representing 0% of the total votes of attending shareholders.
- Approval rate: 100%, the Statement No. 04/TTr-HĐQT dated 09 April 2025 was approved by the AGM.
5./ The Statement No. 05/TTr-HĐQT dated 09 April 2025 regarding the Plan for share issuance to existing shareholders, as follows:
- LEGAL BASIS FOR THE SHARE ISSUANCE
- Persuant to the Enterprise Law No. 59/2020/QH14 promulgated by the National Assembly on June 17, 2020;
- Pursuant to the Law on Securities No. 54/2019/QH14, promulgated by the National Assembly on November 26, 2019, as amended and supplemented by Law No. 56/2024/QH15;
- Pursuant to Decree No. 155/2020/ND-CP of the Government, detailing and guiding the implementation of certain provisions of the Law on Securities, promulgated on December 31, 2020;
- Pursuant to Circular No. 118/2020/TT-BTC of the Ministry of Finance, providing guidance on certain matters related to securities offerings, issuances, public tender offers, share buybacks, public company registration, and delisting of public company status, promulgated on December 31, 2020;
- Pursuant to the Charter of Becamex Infrastructure Development Joint Stock Company;
-
THE PLAN ON SHARES ISSUANCE
The Company intends to increase its charter capital from VND 3.777.483.840.000 (Three trillion, seven hundred seventy-seven billion, four hundred eighty-three million, eight hundred forty thousand dong) to an estimated VND 6.295.806.400.000 (Six trillion, two hundred ninety-five billion, eight hundred six million, four hundred thousand dong). This corresponds to an expected issuance of 251.832.256 shares (Two hundred fifty-one million, eight hundred thirty-two thousand, two hundred fifty-six shares), with a total issuance value at par value estimated at VND 2.518.322.560.000 (Two trillion, five hundred eighteen billion, three hundred twenty- two million, five hundred sixty thousand dong), through an additional share offering to the Company's existing shareholders.
The detailed Plan on share issuance is outlined as follows:
1. | Issuer Name: | Becamex Infrastructure Development Joint Stock |
Company. | ||
2. | Name of share: | Share of Becamex Infrastructure Development |
Joint Stock Company (Ticker: IJC) | ||
3. | Type of share: | Ordinary shares. |
Page 9
HĐQT-TT-25040002
