THE BOARD OF DIRECTORS’ DOCUMENTS( REPORTS, DECISIONS, REGULATIONS, ..)

  Augmentation of charter capital from 500,000 million dong to 1,000,000 million dong
  Plan of increasing the charter capital from 500,000 million dong to 1,000,000 million dong
  Changing the mode of dividend payment
  Amending, Supplementing the Articles of Associations of My Xuyen Rural Commercial Joint-stock Bank;
  Introducing Candidates in the supplementary election into the Board of Directors
  Replacing the banking management software-solution (Core Banking)

 

REPORT TO THE SHAREHOLDERS’ 1ST EXTRAORDINARY GENERAL MEETING 2007

held on July 17, 2007

(Sub: Augmentation of charter capital from 500,000 million dong to 1,000,000 million dong)

 - Pursuant to Decree No. 141/2006/ND-CP dated November 22, 2006 by the Government Prime Minister stipulating the legalized capital of commercial joint-stock banks in Vietnam up to 2010 must be at least 3,000,000 million dong;

- According to the trend of development and integration of Vietnamese economy; based on the Bank’s operations during the first 06 months of 2007, and the expectation for the remaining 06 months of the year, My Xuyen Bank shall become the strong and steady development urban bank. Therefore, to make good premises for implementing the objectives of development, the increment of charter capital is a must.  That of

 THE BOARD OF DIRECTORS’ MY XUYEN BANK

Respectfully proposes to the Shareholders’ General Meeting for approval of adding the charter capital of My Xuyen Rural Commercial Joint-stock Bank from 500,000million dong to 1,000,000million dong at the early financial year 2008 (attached scheme)

   - Current charter capital: 500,000million dong

   - Additional contributing capital: 500,000million dong

In order to reach the required charter capital as of December 30, 2008: 1,000,000million dong(a thousand billion dong).

Respectfully to submit to the Shareholders’ General Meeting for consideration and approval to the above mentioned scheme.

Respectfully Yours,

 

For and On behalf of the Board of Directors

Chairwoman

(signed)

NGUYEN THI LY

 

REPORT

PROPOSAL OF INCREASING THE CHARTER CAPITAL

FROM 500,000million dong to 1,000,000million dong

 

Pursuant to Decision No.1122/2001/QD-NHNN by the State Bank of Vietnam promulgating on September 04, 2001 that stipulated the rights of the Shareholders relating to the share capital, the Board of Directors sincerely submit to the Shareholders’ General Meeting the scheme of increasing the charter capital which effects at the beginning of the financial year 2008 as follows

 CAPITAL INCREMENT

    + Current charter capital as of December  31, 2007: 500,000 shares

    + Par value: 1million dong per share

    + Expected additional charter capital: 500,000million dong

    + In order to reach the required charter capital as of December 30, 2008: 1,000,000million dong(a thousand billion dong).

PROPOSED ACTION PLAN

    + Issuance of registered shares

    + Number of issues: 500,000shares

    + Par value upon issue: 1,000,000 per share

    + Total value of the new issues: 500,000million dong

    + Mode of capital contribution: in cash

    + Plan of implementation

a.       Issue 300,000 shares, par value of 1,000,000 each with the total value of 300,000million dong.  Existing Shareholders are targeted distributions at the rate of 60% of the capital holding by each Shareholder.

b.      Issue 200,000 shares, par value of 1,000,000dong each with the total value of 200,000milliong dong.  Expectedly,

a.       To be distributed to potential legal entities

b.      The Board of Directors is assigned the task of selecting the mode of issue and making decision on the offer price to suit the real conditions upon the date of issue(but the selling price may not be lower than 2,500,000 per share). 

The difference between the selling price and the issue price shall be calculated and credited to the fund of charter capital supplement.

c.       the period of capital increase is expected from January 10, 2008 to December 31, 2008.  The current Shareholders have the right to transfer their right to share purchase, but the transaction must be registered with the Board of Directors of My Xuyen Bank 10 days prior to the date of capital contribution. 

FEASIILITY

The increase of My Xuyen Bank’s charter capital in early 2008 is one of the steps of capital growth by the Bank to suit its development conditions, in accordance with the general trend of development nationwide, and meet the requirements of legal capital.  The above proposal is supposed to be approved by the Shareholder’s General Meeting. 

Sincerely Yours,

 

For and On behalf of the Board of Directors

Chairwoman

(signed)

NGUYEN THI LY

 

REPORT

TO THE SHAREHOLDERS’ 1ST EXTRAORDINARY GENERAL MEETING 2007

held on July 17, 2007

(Re: Changing the mode of dividend payment)

 

Dear General Meeting,

-   Pursuant to Decision No. 1122/2001/QD-NHNN dated September 4, 2001 by the Governor of State Bank of Vietnam on “Stipulating the Share, , and charter capital of credit institutions”;

-         Pursuant to Decree No. 141/2006/ND-CP dated November 22, 2006 by the Government Prime Minister on “Stipulating the level of legal capital of credit institutions”;

-         Pursuant to the Articles of Association of My Xuyen Bank “Stipulating the rights and responsibilities of the Shareholders’ General Meeting”;

-         Pursuant to Resolution No.06/2007dated February 11, 2007 by the Shareholders’ General Meeting of My Xuyen Bank at the annual meeting held on February 11, 2007, approving the payment of 100% of dividends with shares;

-         Considering the aspiration and wishes by the majority of Shareholders; 

THE BOARD OF DIRECTORS OF MYXUYEN BANK 

Hereby submit the same to the Shareholders’ General Meeting for consideration and approval of amending Resolution No.06/2007dated February 11, 2007 made by the Shareholders’ General Meeting of My Xuyen Bank at the annual meeting held on February 11, 2007 regarding the approval of payment of 100% dividends with shares.  The amended contents are specified as follows:

            Payment of 60% of dividends with shares and 40% of dividends in cash to the Shareholders in 2007.  The dividends shall be determined after settling up and auditing. 

For the sustainability development of the Bank and for the sake of the Shareholders’ interests, the foregoing is proposed to be considered and approved by the Shareholders’ General Meeting.

Faithfully Yours,

 

For and On behalf of the Board of Directors

Chairwoman

(signed)

NGUYEN THI LY

 

 

REPORTTO THE SHAREHOLDERS’ 1ST EXTRAORDINARY GENERAL MEETING 2007

held on July 17, 2007

Sub: Amending, Supplementing the Articles of Associations of My Xuyen Rural Commercial Joint-stock Bank

 

-         Pursuant to Decision 383/2002/QD-NHNN by State Bank of Vietnam dated April 24, 2002 promulgating the sample of Articles of Association of state and private commercial joint-stock banks. 

-         Pursuant to Law on Credit Institutions in 1997 and Law on amending certain Articles of Law on Credit Institutions in 2004;

-         Pursuant to the Articles of Association of My Xuyen Bank “Stipulating the rights and responsibilities of the Shareholders’ General Meeting”;

-         Based on the need of developing and expanding the operating scope, converting the model into an urban bank for modern and professional operations in the time to come; the existing Articles of the Bank, therefore, fail to meet such coming challenges. 

The Board of Directors of My Xuyen Bank hereby submits the Report to the Shareholders’ General Meeting for consideration and decision on amending certain terms and conditions of the Articles of Associations of My Xuyen Bank(attached Appendix on Amendments) 

The said amendment of the Articles of Association are very essential and vital to changing the Bank’s operating patterns as stipulated by Law, and contributing to the long-term development of My Xuyen Bank.  Therefore, it is proposed to be considered and approved by the Shareholders’ General Meeting. 

Faithfully Yours,

 

For and On behalf of the Board of Directors

Chairwoman

(signed)

NGUYEN THI LY

 

REPORT

TO THE SHAREHOLDERS’ 1ST EXTRAORDINARY GENERAL MEETING 2007

held on July 17, 2007

(Re: Introducing Candidates in the supplementary election into the Board of Directors)

Dear General Meeting,

-         Pursuant to  Decision 1087/2001/QD-NHNN dated August 27, 2001 by State Bank of Vietnam stipulating the organization and operations of Boards of Directors, Boards of Controllers, General Directors of commercial joint-stock banks owned by the State and by private sector;

-         Pursuant to Resolution No. 09/2007/NQ-DHDCD dated February 11,2007 by the Shareholders’ General Meeting of My Xuyen Bank at the annual General Meeting held on February 11, 2007 on approving the staffing organizational structure of the Board of Directors and Board of Controllers; 

We, the current Board of Directors and Board of Controllers, after consulting and weighing, have unified in nominating 02 members named herein below, who represent the capital holdings by 02 legal-entity Shareholders (Nam Viet Joint-Stock Co., and Ang May Co., Ltd,) and offer themselves in the supplementary election, into the Board of Directors, Term IV (2007 – 2012), for the Shareholders’ General Meeting to consider and made decision thereon.

The members being introduced in the supplementary election, into the Board of Directors, as mentioned below, are the Shareholders who can fully meet the requirements under the provisions of the Articles of Association, the decisions in the banking field and of Law, as approved by the provincial State Bank in the principle as mentioned in Official Document No. 270/NHNN-ANG4 dated June 26, 2007.  In addition, these candidates have had a process of studying and investigating My Xuyen’s operations. 

List of candidates:

No Fullname DOB Education Legal-entity capital’s representative

Current job title

MXBank I   at others

1.

Nguyen Duy Nhut

1960

Master of Economics

Nam Viet Joint-Stock Co.

 

Director of Finance

2.

Tran Thi Thanh Thanh

1956

Undergraduate graduate

Ang May Co., Ltd

 

Managing Director

Respectfully submit the above list to the Shareholders’ General Meeting for approval. 

 

For and On behalf of the Board of Directors

Chairwoman

(signed)

NGUYEN THI LY

 

REPORT

TO THE SHAREHOLDERS’ 1ST EXTRAORDINARY GENERAL MEETING 2007

held on July 17, 2007

 Sub: Replacing the banking management software-solution

 Dear General Meeting,

 -         Pursuant to the Article 29 of the Articles of Association of My Xuyen Bank stipulating the rights and responsibilities of the Shareholders’ General Meeting;

-         Based on the need of developing and expanding the operating scope, converting the model into an urban bank for modern and professional operations in the time to come.

-         The current solution of Gold River will unable to successfully meet the needs of multi-functional banking services which will offer  new products and services in future as of My Xuyen Bank, and therefore, the replacement of management software-solution is a must and essentiality in which the banking management software-solution of Core-Banking is considered as the preferred choice. 

THE BOARD OF DIRECTORS OF MY XUYEN BANK

Hereby submits this report to the Shareholders’ General Meeting for consideration and approval of investing the banking management software-solution of Core Banking as specified as follows

-         Cost estimation: USD2,000,000.00(two millions of US dollars)

-         Implementation steps:

o       Research

o       Hire consultants

o       Screening suppliers and operating the system of Core Banking are assigned to the Board of Directors

 The investment of this banking management software-solution of Core-Banking is extremely necessary to the operation of a modern bank nowadays and this will serve perfectly to the multi-functional My Xuyen bank’s diversity of services and products in the time to come. 

Total amount for asset, working premises and buying the Core-Banking will not exceed 30% of charter capital at the time of investment. 

To the Shareholders’ General Meeting for consideration and approval. 

Faithfully Yours,

 

For and On behalf of the Board of Directors

Chairwoman

(signed)

NGUYEN THI LY