Annual General Shareholders Meeting

Annual General Shareholders Meeting

May 30th, 2009

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Agenda

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1. Shareholders registration2.Report on the result of shareholders’ attendance3. Introduction and Adopting of Chairing Panel

of the meeting4. Introduction and adopting of Secretary of

the meeting5. Introduction and adopting of Vote Checking

Committee6. Introduction and adopting of the Voting Rule7. Present the Agenda & adopting of Agenda

Agenda

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8. Introduction and adopting of the Rule for Discussion Session

9. Overview of Business Development in 2008

10. 2008 Audited Financial Statements & Auditor’s report

11. Report of Inspection Committee for 200812. Presenting the 2009 Business Targets &

Plan13. Rationale for Revision of the Charter14. Proposals for Shareholders’ Approval

Agenda

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15. Questions and answers – the company and Shareholders

16. Proposal and voting on the Annual General Shareholder Meeting’s resolutions

17. Announcing the Voting results 18. Reading the Minutes of AGM19. Adopting the Minutes

2008, Year of Financial Crisis

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Over Heated Economy,Led to nose-dived of Vietnam securities markets

Followed by Global Financial Crisis

HOSE

HaSTC

2008 Establishing Year

6: Agenda #10, Overview of Business Development in 2008

Overview of Business Development in 2008 Accomplishments Differences from AGM, 16-8-08

2008 Audited Financial Statements & Auditor’s report

Report of Inspection Committee for 2008 Major Expenses & Efficiencies Revenues Breakdown

Accomplished from 2008

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Satisfactory audited results from premier international accounting firm

Timely “going live” with real times remote securities trading and cash management

Successfully launched sophisticated websitewww.tcsc.vn

Secured 4 supporting banks for brokerage business; VIB, Vietin, Bangkok Bank, VinaSiam

Modernized SOP, compliances and qualified staffs Obtained leading strategic investor & business

alliance; KT-Zmico and Global Alliance Partner (GAP)7 : Agenda #10, Overview of Business Development in 2008

Differences from AGM, 16-8-08

88 : Agenda #10, Overview of Business Development in 2008

Business PlanPlan to invest in a mutual fund company

Move the plan to 2009Contract several securities agents all over

Vietnam Move to late 2009-2010

Business TargetsProducing brokerage income of VND 178

million Actual number is VND 62 millionNPAT was projected at VND -7,358 billion Actual number is VND -33,729 billion

About Grant Thornton

99 : Agenda #10, Overview of Business Development in 2008

Grant Thornton International Ltd.Move the plan to 2009 Independent organizationThe world’s leading accounting & consulting firm

Grant Thornton VietnamA member firm of Grant Thornton International LtdProvides full services with offices in Hanoi and HCMCRetains over 120 employeesOne of 28 audited firms approved by the SSC

2008 : Audited fee $ 5,000 2009 : Estimated fee $10,000- $15,000

2008 Audited by Grant Thornton

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Total Assets 330,253

Cash 236,451

Short term Investment 64,727

Provision for decline in value (39,864)

Total Liabilities 3,983

Total Equities 326,270

Accumulated loss (33,730)

Off Balance Sheet Items

Customers’ securities 10,009

Collateral for REPO 24,500

Balance Sheets VND in million

10 : Agenda #11, 2008 Audited Financial Statements & Auditor’s report

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Income Statement VND in million


Total revenues 38,199 Revenues from brokerage fee 63 Revenues from bank deposits 34,626

Expenses -49,528 Provision for investment loss -39,864 Other operating expenses -9,664 Administration expenses -22,400

Earning before tax -33,730 Net profit after tax -33,730

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Asset structureCurrent assets/Total Assets 92.42%Capital structure Total liabilities /Total Resources 1.21% LiquidityTotal Assets/Total Liabilities 82.91 TimesCurrent Assets/Current Liabilities 76.63 TimesCash/Current Liabilities 65.61 Times

ProfitabilityLoss/Shareholders Equities (10.34) %Book Value/Share in VND 9,063



2008 Report of Inspection Committee

13 Agenda #12, Report of Inspection Committee for 2008

Summary

Not all targets of 2008 had been met

Inefficient expenses as compared to

financial results

Revenues mainly derived from bank

deposits



Explanation

Depositing money with banks was the decision of the Management, considered as operating performances

Limited options to generate any revenues Investments in securities would lead to greater

financialdifficulties

TCSC was newly established, not ready for brokerage & investment banking businesses



ExplanationTCSC Business Policy Not investing in any transactions which yielded

lower than bank deposit rates Capex was mainly invested for long term stability

& strong growth when market turned around Building proper infrastructures for the

Modernization of Vietnam securities market improving “qualities” of staffs & IT

2009, Year of Difficulties

16 Agenda #13, Presenting the 2009 Business Targets & Plan

The worst is overThe question is how long will it take for recovery?

GDP From 1990

2009, Year of Difficulties

17 Agenda #13, Presenting the 2009 Business Targets & Plan

The worst seems to be overThe question is how each company dealt with the crisis?

HOSE

HaSTC

3-Years Business Orientation

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2008Constructed proper infrastructure for future growth

2009 Listed on HaSTC UpCom

2010 Listed on HaSTC, required 1 year profit 2011 Listed on HOSE, required 2 years

consecutive profits

18: Agenda #13, Presenting the 2009 Business Targets & Plan

Plans for 2009

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Transforming to be a public companyGranted with new business license,

Underwriting

Applying to list on HaSTC UpCom Relocation of Head Office & Opening a branch

in District 1, HCMC

19 : Agenda #13, Presenting the 2009 Business Targets & Plan

Operating Targets for 2009

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Getting ready for Margin Trading Modernization of Securities Trading (new laws

& regulations of the SSC, HOSE & HaSTC)• IT & communication• SOP & Compliances• Staffs training


Operating Targets for 2009

21

Establishing high recognition for • Securities Business• Investment Banking Business• Cooperation with regulators for new products

Leading gateway for investments in Vietnam

Top 10 ranking among comparable benchmarks


Financial Targets for 2009

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To Achieve by Year-end

>2.5% Market share of total brokerage value Producing > VND 100 billion in revenues and

NPAT > VND 49 billion ROE >12% p.a. on par value basis


2009 Brokerage Market Share


2009 Budget

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Key Assumptions 5 months actual numbers, Jan-May Foreign brokerage volume begins in late July Margin Trading activities begin in Q4 Prime rate is 7% per annum Relocation of Head Office and opening a branch in District 1 are completed in Q4 Issue new shares to KT-Zmico in Q4


2009 Financial Forecast


with MT without MT

Total Assets 985,329 801,181

Cash 709,526 694,128

Short term Investment 45,000 45,000

Provision for decline in value (450) (450)

Total Liabilities 347,815 175,986

Total Equities 637,514 625,195

Gains on investments 33,010 20,692

Balance Sheets VND in million



with MT without MT

Income Statements VND in million

Total revenues 143.293 128,949

Revenues from brokerage fee

34,533 21,033 Revenues from bank deposits

18,865 21,397

Expenses

76,551 74,526 Provision for investment loss

10,954 10,954 Other operating expenses

5,199 3,172 Administration expenses

60,399 60,399

Earning before tax 66,740 54,421 Net profit after tax 58,487 49,248



Revenue Breakdown with MT in Q4 without MT Fee income 35.96% 29.49%

• Brokerage 24.10% 16.31%• Advisory/Underwriting/Consulting 11.86% 13.18%

Gain on Investments 46.21% 51.35% Other income 17.83% 19.16%

• Bank deposits 13.17% 16.59%

(Legal Reserve, Business Insurance,

Daily Excess Cash)• Margin (MT)/Repo/Others 4.66% 2.56%

Total income VND in billion 143 >> 130



Capital Expenditure Breakdown Operating Expenses 16.153

Provision for investment loss 14.31%

Administration Expenses 60.399• HR 20.28% • Outsourcing (Professional Fee)

9.94%• Training & Travelling 7.78%• Office rental & Utilities(3 offices) 12.68% • PR & Marketing

10.61%

Total number of staffs 61

Total Expenses 76.552100%



Asset structure with MT without MT

Current assets/Total Assets 96.87% 96.15%Capital structure Total liabilities /Total Resources 35.30%

21.97%LiquidityTotal Assets/Total Liabilities 2.83 times 4.55 timesCurrent Assets/Current Liabilities 2.74 times 4.38 timesCash/Current Liabilities 2.04 times 3.94

timesProfitabilityProfit/Shareholders Equities (ROE) 15.47% 13.09%Book Value/Share 11,133

10,918

2009 Strategies & Plans


Joint venture with KT-Zmico to produce Researches & Thanh Cong Index

Joint marketing with GAP for foreign investors &

advisory businesses Joint develop with GAP for new services & products

>>> Materialize in 2H, 2009

Emphasize on creating value to customers, wealth& analytical skills

Emphasize on direct visibilities to target groups

2009 Strategies & Plans


Additional capital will primarily be injected by KT-Zmico in late Q4

Use of Proceeds: Funding margin trading business from

2009>>> Investment in proprietary trading Investment in a mutual fund company Investment in distress assets from other

securities companies and/or mutual funds Acquiring other ailing securities company(s)

>>> Materialize in Q4, 2009

Amending the Charter

32: Agenda #14, Rationale for Revision of the Charter

Public CompanyForeign Major Shareholders

Soon to be listed on HaSTC UpCom

Rationales

3333 : Agenda #14, Rationale for Revision of the Charter

To comply with public company acts international standards

To prepare to list on HaSTC UpCom and/or any other eligible stock markets

Changes


Article 2 ; Item 4: Change the legal representative of the company from the Chairman of Board of Directors to the General Director

Article 3: Term of operation of the company in accordance with the operating license

Article 4 ; Item 1: Scope of business activities of the company in accordance with the operation license

Article 7 ; Item 1: Scope of business activities of the company in accordance with the operating license

Changes


Article 9; Item 3 & 4: Limitations on the Members of the Board of Directors and General Director to work for other companies in accordance with the applicable laws

Article 16: Limitations on share transfers of the Founding Shareholders within 3 years from the dateof the establishment of the company in accordance with the applicable laws

Changes


Article 19: Provisions of shareholders’ rights and obligations in accordance with the laws

Article 26 ; Items 6 and 7: Setting of minimum quorum for Shareholders Meeting and percentage of voting to pass Shareholders Resolutions

Article 27 ; Items 24: Specify types of transactions to require approvals from the Board of Directors

Article 33 ; Items 1,2&3: Specify types of related transactions (between the Company and (1) the Managers of the company or (2) the more than 35% Shareholders) to require approvals from the Board of Directors

Vote for Shareholders Resolution


To approve the Company’s amended & supplemented Charter

Proposals to Shareholders

38 : Agenda #15, Proposals for Shareholders’ Approval

For Your Kind Considerations

Proposal #1

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2008 Dividend pay out policy

Total revenues VND 38,198,198,000 Total NPAT VND (-33,729,892,000) Since there was no profit in 2008, the Board of

Directors submits to the General Shareholders Meetings for its consent and voting for the approval of non-payment of dividends for 2008


Proposal #2

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2008 Remuneration for Members of The Inspection Committee

Number of working days for the job of the Inspection Committee

2 days / month x 16 months = 32 working days Daily compensation for 1 working day:

VND 650,000 Total compensation for the Inspection

Committee for 2008 is:3 persons x 32 working days x VND 650,000 /

working days = VND 62,400,000


Proposal #3

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Approving the company development orientation for 2009

To Achieve by Year-end: Market share: >2.5% market share of total

brokerage value Producing > VND 100 billion in revenues and NPAT > VND 49 billion in profits ROE >12% p.a. on par value basis Becoming the leading gateway for investment into

Vietnam Top 10 ranking among comparables benchmarks


Proposal #4

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Selection of 2009 financial auditing firm

BoD proposes to authorise to the General Director to select one of the four (4) Auditing Firms below.

Ernst & Young Auditing Firm (Vietnam) Grant Thornton Auditing Firm (Vietnam) KPMG Auditing Firm (Vietnam) PriceWaterHouse Coopers Auditing Firm

(Vietnam)


Proposal #5

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Remuneration of member of Board of Director for 2008, 2009 and Inspection committee 2009

Remuneration for 2008: since the company faced many difficulties in 2008, members of BoD voluntarily waive their rights to remuneration.

Remuneration for 2009: BoD will also vonluntarily waive their rights to remuneration if the company does not make profit. In case, the company is profitable, BoD shall consider their remuneration for 2009 and shall submit to General Shareholders Meeting 2010 for consideration.

Remuneration for The Inspection Committee shall consider and propose to the General Shareholders Meeting in 2010.


Proposal #6

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2009 Dividend Payout Policy

Propose to pay out 100% of NPAT, net of allocation to necessary funds


Net profit after tax (NPAT) 49,248,536,039 Provision for necessary funds

Less

Charter capital supplement reserves 2,462,426,802 5%

Financial reserves 2,462,426,802 5%

Benefit funds 2,462,426,802 5%

Proposal #6


2009 Dividend Payout Policy

in VND

Total Dividend payout

41,861,255,633

Dividend per share 1,163

Dividend yields on par 11.63%

Proposal # 7

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Resignation of the current members of the Board of Directors and Inspection Committee

Ms. Le Thi Kieu Phuong – Members of BoD Mr. Mai Van Sau – Head of the Inspection

Committee Mr. Phan Nhu Bich – Member of the

Inspection Committee


Proposal #8

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Election of additional directors

Nominated candidates

Mr. Ekamol Kiriwat Mr. Chaipatr Srivisarvacha Mr. Pinit Puapan Mrs. Duangrat Watanapongchat Mrs. Kittivalai Charoensombut-Amorn


Proposal # 9

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Election of new members of Inspection Committee

Mr. James Michael Kelso Ms. Nguyen Thi Thuy Nguyen


Discussion

49 : Agenda #16, Questions and answers

Voting

50 : Agenda #17, Announce the Voting results

Shareholders Resolutions

Announce the Voting results

51 : Agenda #18, Announce the Voting results

Reading the Minutes of AGM

52 : Agenda #19, Reading the Minutes of AGM

Adopting the Minutes

53 : Agenda #20, Adopting the Minutes

Thank You

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Annual General Shareholders Meeting

Documents

Transcript of Annual General Shareholders Meeting