Tài liệu cổ đông | CMC Corporation

STOCK EXCHANGE DEPARTMENT, STOCK EXCHANGE CENTER ISSUING REGISTRATION FOR SECURITIES LISTING MEAN THAT SECURITIES LISTING HAS BEEN DONE IN ACCORDANCE en8 WITH RELEVANT REGULATION OF LAW WITHOUT ASSURANCE OF SECURITIES VALUE ANY ANNOUNCEMENTS CONTRARY TO THIS MATTER IS ILLEGAL PROSPECTUS CMC CORPORATION Certificate of Business Registration No 0103015824 dated 07th February 2007 was issued by Planning & Investment Department of Hanoi and the 4th amendment was on 21st January, 2009 LISTING SHARE ON THE HO CHI MINH STOCK EXCHANGE CONSULTING ORGANIZATION BAO VIET SECURITIES JOINT STOCK COMPANY THIS PROSPECTUS AND ADDITIONAL DOCUMENTS WILL BE PROVIDED AT: CMC CORPORATION Telephone: (84-4) 3795 8668 Fax: (84-4) 3795 8989 Address: CMC Tower, Lot C1A Handicraft & Manufacturing Industrial Zone , Dich Vong Hau Ward, Cau Giay District, Hanoi Website : www.cmc.com.vn BRANCH OF CMC CORPORATION Telephone: (84-8) 3923 8700 Fax: (84-8) 3923 8708 Address: No 134-134ª Le Hong Phong street, District 5, Hochiminh city BAO VIET SECURITIES JOINT STOCK COMPANY Telephone: (84-4) 3928 8888 Fax: (84-4) 3928 9888 Address: No Le Thai To street, Hoan Kiem district, Hanoi city Website : www.bvsc.com.vn BRANCH OF BAO VIET SECURITIES JOINT STOCK COMPANY Telephone: (84-8) 3914 8888 Fax: (84-8) 3914 7999 Address: No 06 Le Thanh Ton street, District 1, Hochiminh city INCHARGE OF INFORMATION ANNOUNCEMENT: Telephone: Tran My Le Position: Assistant Telephone: (84-4) 3795 8668 Fax: (84-4) 3795 8989 Address: CMC Tower, Lot C1A Handicraft& Manufacturing Industrial Zone , Dich Vong Hau Ward, Cau Giay District, Hanoi Page / 100 CMC CORPORATION Certificate of Business Registration No 0103015824 dated 07th February 2007 was issued by Planning & Investment Department of Hanoi and the the 4th amendment was on 21st January, 2009 LISTING SHARE ON THE HO CHI MINH STOCK EXCHANGE Name of share: CMC CORPORATION Type of share: COMMON SHARE Par value: VND 10,000 (ten thounsand)/share Total listed shares: 63,536,267 share Total par value VND 635,362,670,000 (Six hundred, thirty-five billion, three hundred, sixty-two million and six hundred, seventy thoundsand Vietnam dong) AUDITING PARTY: AUDITING AND ACCOUNTING FINANCIAL CONSULTING SERVICE COMPANY LIMITED Address: No 01 Le Phung Hieu street, Hoan Kiem district, Hanoi city Telephone: (84-4) 3824 1990 Fax: (84-4) 3825 3973 Website: www.aasc.com.vn CONSULTING PARTY: BAO VIET SECURITIES JOINT STOCK COMPANY Address: No Le Thai To street, Hoan Kiem district, Hanoi city Telephone: (84-4) 3928 8888 Fax: (84-4) 3928 9888 Branch: No Le Thanh Ton street, District 1, Hochiminh city Telephone: (84-8) 3914 6888 Fax: (84-8) 3914 7999 Website : www.bvsc.com.vn Page / 100 TABLE OF CONTENT I RISK FACTORS .3 Economic risks Legal risks 3 Typical risks Market risks Other risks II LIST OF OBLIGED PERSONNEL FOR THE CONTENT OF THE PROSPECTUS Issuing Organization Advisory Organization III ABBREVIATION .3 IV STATUS AND CHARACTERISTICS OF LISTING ORGANIZATION Introduction on the CMC Corporation Organization structure of CMC Corporation 1.4 List of shareholders holding over 5% of total shares of the Corporation List of parent corporations and subsidiaries of the listing organization, list of corporations under the listing organization’s control, list of corporations controlling the listing organization 1.5 Business activities 1.6 Report on business result for latest two years 1.7 Position of CMC and industry prospect 1.8 Employee policy 1.9 Dividend policy 1.10 Financial situation 1.11 Assets 1.12 Profit and dividend plan in the period 2009 - 2012 1.13 Infrastructure investment projects 1.14 Evaluation by the consultant on the profit and dividend plan 1.15 Information about outstanding commitments by listing organizations 1.16 Relevant information, disputes, lawsuits relating influencing on price of securities listed : None V LISTING SECURITIES .3 VI PARTIES INVOLVED IN LISTING Page / 100 I RISK FACTORS Economic risks Over the past few years, Vietnam economy has maintained its high and stable growth rate compared with other countries in the region and in the world GDP growth rate of Vietnam in the period 2004 - 2008 achieved more than 8% on average, reflecting steady and correct improvements of Vietnam as well as somehow showing development potentials of Vietnam in the coming years However, since the late 2007, the world acknowledged global crisis in finance, banking, real estate and energy, and together with increasingly intensive integration into the world economy, which made Vietnam in general and such enterprises as CMC in particular could not help avoiding general negative effects of the economy However, with potential as well as efforts made by the Government of Vietnam to overcome influences of the global economic crisis such as controlling inflation, supporting production and business, promoting export and demand stimulation, Vietnam is still able to maintain its high growth rate (Vietnam growth in 2009 is estimated at 5% as forecasted by IMF) Besides, economic recession will stimulate development and application of IT and telecom to enhance competition, sustainable development in the community of enterprises Legal risks Like other enterprises, CMC Corporation is governed by the laws on enterprise, laws on securities and specialized legal regulations during production and business With characteristics of a young economy in the strong transition in development direction, economic sectors as well as economic relationships, Vietnam legal document system must be continuously amended in accordance with the reality, it may cause difficulties and embarrassments to the production and business of enterprises These changes as well as the promulgation of new management policies may change business orientation and strategy set forth by CMC Corporation, thereby affecting operation efficiency of CMC Corporation in the future and thus affecting share price of CMC Corporation Typical risks In the context where the market in general lacks highly qualified human resources, human resources for information technology will become more difficult and usually face the disorder in human resources as well as brain-drain Being aware of this, CMC Corporation always builds up and develops suitable human resources policies (salary, bonus, share options for the employees), plans human resources strategy, sets up incentives and promotions in order to attract talented persons, enhance the association between members in the CMC At present, it can be said that CMC Corporation's policies have headed in the right direction because it has created a professional labor force as well as highly qualified managers, ensuring successful implementation of production and business plans set forth by the General Shareholder's Meeting and the Management Board However, with the increasing competition of information technology in general and human resources market in the industry in particular, Page / 100 risks of losing important employees of CMC Corporation may happen, affecting business and production result of the CMC Apart from risks in human resources, typical risks of information technology and telecom such as quick usurping of new technologies, high competition intensity and leakage of technical know-how pose many challenges Therefore, CMC Corporation always give proper attention and investment to product and service research and development, controlling and measuring risk factors, controlling the inside, formulation of administrative policies and regulations, conducting marketing researches to have accurate forecasts and ensure activeness, flexibility and scientism for all activities of the Company Market risks Changes in the financial market such as changes in interest rate, foreign exchange that lead to certain financial losses may affect the operation of CMC Corporation and subsidiaries To limit market risks, CMC Corporation regularly holds and conducts market research comprehensively, regularly updates information in the system and investigates carefully trends in the market segmentation Additionally, the diversification of products and services, diversification of activities by geographical region and diversification of portfolio while ensuring centralized development strategy are always emphasized by CMC Corporation, concurrently moving towards using derivative instruments to prevent and restrict some risks in foreign exchange and interest rate in the operation of CMC Other risks Possible force majeure risks include acts of God, enemy-inflicted devastation and so on If these risks happen, they may cause damages in assets, human and general operation of CMC Page / 100 II LIST OF OBLIGED PERSONNEL FOR THE PROSPECTUS Issuing Organization CONTENT OF THE Mr HA THE MINH Position: Chairman Mr NGUYEN TRUNG CHINH Position: Chief Executive Officer Mr LE THANH SON Position: Finance Director Mr NGUYEN DUC KHUONG Position: Chief of Supervisory Board We guarantee that the information and data provided in this Prospectus are suitable with facts that we know or have been investigated properly Advisory Organization Legal representative: Mr NGUYEN QUANG VINH Position: General Director of Bao Viet Securities Joint Stock Company This Prospectus is an integral part of listing application done by Bao Viet Securities on the basis of Listing Consulting Contract No 112/2007/BVSC/NV1-TV signed on April 02nd, 2007 between CMC Corporation and Bao Viet Securities We guarantee that that analysis, assessment and selection of word speech in this Prospectus have been done reasonably and carefully on the basis of information and data provided by CMC Corporation Page / 100 III ABBREVIATION - CMC : CMC Corporation/ CMC Group - Issuing organization : CMC Corporation/ CMC Group - CMC SI : CMC System Integration Co., Ltd - CMS : CMS Computer Products Co., Ltd - CMC Soft : CMC Software Solutions Co., Ltd - CMC Distribution : CMC Distributions Co., Ltd - CMC Telecom : CMC Telecommunication Service Corporation - CMC TI : CMC Telecommunication Infrastructure Corporation - CMC Infosec : CMC Information Security Corporation - CTCP : Joint Stock Company /Corporation - Co.,Ltd : Company Limited - Share : Share of CMC Corporation - Charter : Charter of CMC Corporation - GSM : General Shareholder’s Meeting - BOD : Board of Directors - BOM : Board of Management - IT : Information Technology - ICT : Information Technology and Telecommunications - MIC : Ministry of Information and Communications of the Socialist Republic of Vietnam - VAIP : Vietnam Association for Information Processing - HCA : Hochiminh Computer Association - VINASA : Vietnam Software Association - e-Business : Electronic Business - Outsourcing : Outsourcing - ERP : Enterprise Resources Planning - ITO : Information Technology Outsourcing - BPO : Business Process Outsourcing - OEM : Original Equipment Manufacturer - Local OEM : Local Original Equipment Manufacturer - Local Hero : Top Asia Pacific Equipment Manufacturers Page / 100 IV STATUS AND CHARACTERISTICS OF LISTING ORGANIZATION Introduction on the CMC Corporation 1.1 The formation and development history Established from 1993, CMC has experienced more than 16 years of development and expansion to become one of the leading information technology and telecommunication companies in Vietnam with more than 1,600 staffs (calculated up to September 30th, 2009), the total revenue achieved in 2008 was more than 2,277 billions VND (including the internal revenue), up by 84 % as compared to the 2007 In 2009, CMC Corporation sets the growth target of over 50% Currently, the operation of CMC has been specialized and increasingly expanded to many areas but always taken the information and telecommunicatio technology as the core capacity for all production, business and market development In order to achieve such present development, CMC has experienced the remarkable landmarks, marking the endeavor and the development over the periods In 1991, with the initial investment capital worth 50 millions VND, ADCOM center under the Institute of the Micro-electronics technology, the Institute of the National Technological Research (the forerunner of the current CMC) was established with the purpose of application of the information technology in the automation, operation and telecommunication In 1993, on the basis of ADCOM Center, HT& NT Co, LTD was established with the charter capital of 500 millions VND with the functions of production, assemblying, business, import, export of the electronic and informatics products, the applied information solutions with two leading founding members In 1995, HT&NT Co.,Ltd was changed the name to become CMC Computer and Communication Company Limited In 1996, CMC established the System Integration Department (the forerunner of the present CMC SI company) for the purpose of supplying the high quality IT products, the solution building consultation, the supply of the overal solutions for the electronic information system, the supply of the training services and technological transfer etc At the same time, CMC also established the Software Development Department (the forerunner of the current CMC Soft) to focus on exploitation and supply of the services, software solutions for enterprises, domestic and foreign organizations; it aimed at making this become the efficient tool for improvement of the performance and upgrading of the working proces for customers In 1996, CMC established the Branch in Ho Chi Minh city (CMC SG) In 1998, with the strong growth in the scope and the diversity of the products, services in the domains, which the CMC Corporation has taken their role, and on the basis of the System Page / 100 Integration Department and the Software Development Department, CMC Corporation established the System Integration Center (CMC SI) and the Sofware Solution Center (CMC Soft) In 1999, CMC established The Trung Computer Co.,Ltd (the current CMS Computer Company) on the basis of the computer distributing and assemblying Department In 2006, CMC Corporation performed the company restructuring and became a system of closely linked member companies in terms of the legality, the finance, the manpower, the trademarks, the development strategy etc but, they were specialised according to the sectoral and trade fields so as to ensure the flexibility and reciprocal assistance according to the rice stove foot position Following this outlay, CMC Corporation played its role as the parent company being the owner of the equity, the investment capital and providing the strategy orientation for all operations of the member companies The restructuring and establishment of the new institution of CMC Corporation is the strategic step for the strong, sustainable expansion and development of CMC in the subsequent period At the moment of restructure, CMC Corporation included three IT member companies: - The CMS computer Company; - The CMC System Integration Company; - The CMC Software Solution company On 02 July 2007, CMC was equitized, CMC was officially coverted into CMC Corporation with 13 founding shareholders being the leader of CMC’s subsidiaries On October, 2007, CMC Corporation established the Distribution Co.,Ltd with the function of distributing the ICT products and equipments The expansion of the business activities to the distributing, commerical areas contributed to further consolidating the strength, scope of CMC in the ICT market In the same October 2007, CMC Corporation contributed its role to esbalishing the CMC Telecommunication Services Corporation With the financial capacity, experience of CMC in the information technology field and the strategic relations with big partners in the telecommunication area, CMC Telecom took the vanguard steps in supplying the advanced telecommunication services on the background of the modern technology for business, organization and concentrated residential area market In January, 2008, CMC entered in the joint-venture with Denmark leading Consultant named Segmenta to establish the CMC-Segmenta Joint-Venture Corporation, whose operations are specialized in consulting area, developing the ERP solutions of SAP in the European market In June, 2008, CMC established the CMC Information Security Corporation in order to develop and supply the information security, safety and protective products and services for Page / 100 the network system of the Government, businesses, organizations as well as the internet users in Vietnam In September, 2008, CMC Telecom with the State capital business and investment Corporation (SCIC) established the CMC Telecommunication Infrastructure Corporation (CMC TI) with the goal for development of the modern telecommunication infrastructure system and the supply of the broad band services to customers and at the same time, the close cooperation with CMC Telecom in the activities in the telecommunication and internet In September, 2009, CMC was issued the certificate of investment for establishment of CMC Blue France SAS in France by the Ministry of Planning and Investment CMC Blue France shall supply the sevices products of CMC in the France and European market, especially, the information technology outsourcing (ITO) and business process outsouring (BPO) 1.2 Strategy of company up to 2012 Vision and mission CMC has always tried its best to develop strongly three strategic business domain, which are the information technology, the telecommunication and e-business by the method of increasingly creativity, renovation in the research and application of the high- tech solutions, thus contributing to move Vietnamese society fast to the digital future Therefore, CMC believes that it shall make the customers satisfied, the profits for shareholders and plentiful life in both spiritual and material aspects for all employees Strategy goals up to 2012 The strategic goals of CMC up to the year 2012 are to strive to become a leading group in three domains including IT- Telecom- eBusiness having the revenue of millions USD dollars and to bring the genuine values to the shareholders and the employees as well as to the community Company slogan “Towards the digital future” Digital future is indeed a digital life of each individual, family and entire community; a digital infrastructure of every enterprise; a digital servant in every organization and governmental agencies Facing with the Digital gap which has happened to developing countries, including Vietnam, resulting in socio-economic retard, CMC has set up a task for itself, which is to contribute to “Building up the 3-lane information technology and telecommunications bridge : Digital life, Digital infrastructure and Digital servant”, thus filling the gap between the developed and developing countries, bringing Vietnamese society to digital future, thus enabling Vietnam to walk abreast with powerful nations worldwide Page 10 / 100 11 Assets Value of tangible fixed assets under the financial statement as at 31/12/2008: - Unit: million VND No Item Building and architectures Plant and equipment Original price Remaining Remaining value/Original price value (%) 450.8 450.8 100% 42,481.7 38,735.3 91.2% Means of transport and transmission 4,381.6 1,792.8 40.9% Office equipment 8,489.9 3,090 36.4% Other fixed assets 98.2 98.2 100% 55,902.2 44,16711 79% Total (Source: Audited finance report in 2008) - List of land assets under the project No Indicators CMC Tower Project Hanel Building Project Land area 3000 m2, defined in the copy of map No 50/Capital-2006 dated 3/4/2006 by the Department of Natural Resources, Environment and Property Location Lot C1A, small-scaled industrial cluster, Cau Giay dist., Hanoi Sai Dong B Industrial Park, Gia Lam district, Hanoi Separate use: 3000 m2 Joint venture between CMC and Hanel, divided after completing the project as defined in the Contract dated 26/4/2008 between CMC and Hanel with the ratio: CMC:Hanel as 67%:33% Shared use: None The Employer manages and carries out the project Form of use 12,452 m2, within Sai Dong Industrial Park Form of ownership Leased land within 50 years (as from 27/10/2005- 27/10/2055) Leased land from 26/04/2008 to 31/12/2047 Purpose of use Industrial Park, IT research, development and service park Industrial Park, warehouse, workshop, IT research, development and service park Incentives Exempted from land rental in years (From November 2005 to November 2011 Total exempted amount is 469,800,000 VND) Page 86 / 100 - Value of intangible fixed assets under the financial statement as at 31/12/2008: Unit: million VND No Remaining Remaining value/Original value price (%) Original price Item Goods brand name 407 394.1 96.8% Computer software 177.4 157.2 88.6% Other intangible fixed assets 24.3 18.8 78.3% Total 608.4 570 93.7% (Source: Audited finance report in 2008) - Tangible fixed assets value on finance report as of 30th September, 2009: Unit: Million VND No Primary price Item Property and structure Machinery and equipment Transportation facility Equipment of management Other fixed assets and transmission Total Remainder price / Remainder price Primary price (%) 1,148.8 1,148.8 100% 59,058.6 50,827.4 86.06% 4,831.8 2,165,5 8,745.6 2,477.3 28.33% 590.7 580.5 98.27% 74,375.7 57.199,5 76.91% 44.82% (Source: Financial report in first months in 2009) - Intangible fixed assets value on finance report as of 30th September, 2009: Unit: Million VND No Item Trademark Software Primary price Remainder price / Remainder price Primary price (%) 407 394.1 96.83% 202.5 147.6 72.89% Page 87 / 100 No Item Other Intangible fixed assets Primary price Remainder price / Remainder price Primary price (%) 147.5 87.6 59.39% 757 629.3 83.13% Total (Source: Financial report in first months in 2009) 12 Profit and dividend plan in the period 2009 - 2012 With the above business objectives, expected operating result of CMC Company in the period 2009-2012 is as follows: Page 88 / 100 Unit: million VND Indicator 2008 Growth 09/08 2009 2010 Growth 10/09 2011 Growth 11/10 Growth 12/11 2012 Net revenue (*) 2.277.864 3.755.266 64,86% 5.146.570 37,05% 6.660.344 29,41% 8.126.965 22,02% Cost of sale 2.013.123 3.345.326 66,18% 4.504.425 34,65% 5.800.240 28,77% 6.999.570 20,68% Gross profit 264.741 409.940 54,85% 642.146 56,64% 860.105 33,94% 1.127.394 31,08% Operation cost 147.008 192.608 31,02% 304.787 58,24% 395.417 29,74% 522.432 32,12% Profit before interest and tax 117.733 217.332 84,60% 337.359 55,23% 464.688 37,74% 604.962 30,19% Financial revenue 16.595 10.066 -39,34% 3.282 -67,39% 4.689 42,86% 6.096 30,00% Financial expenses 23.090 80.431 248,34% 133.216 65,63% 165.293 24,08% 186.450 12,80% 111.238 146.966 32,12% 207.425 41,14% 304.084 46,60% 424.607 39,64% Corporate income tax 23.468 21.524 -8,28% 45.107 109,57% 64.018 41,93% 87.303 36,37% Post-tax profit (*) 87.770 125.442 42,92% 162.318 29,40% 240.066 47,90% 337.304 40,50% Minority interests (649) (1.273) 96,16% (1.911) 50,13% 3.173 -266,01% 11.628 266,48% 88.419 126.716 43,31% 164.230 29,60% 236.893 44,24% 325.676 37,48% 635.262 635.262 0,00% 720.000 13,34% 720.000 0,00% 800.000 11,11% 2.564 1.995 -22,20% 2.281 14,35% 3.290 44,24% 4.071 23,73% Profit/Charter capital 14% 20% 43,30% 23% 14,35% 33% 44,24% 41% 23,73% ROE 13% 19% 43,22% 24% 28,37% 30% 24,41% 36% 20,66% ROA 5% 7% 35,75% 8% 17,38% 10% 24,41% 12% 20,66% Pre-tax profit Parent company profit Charter capital EPS (Source: CMC Corporation) (*)Development project expense of integration area has been reclassified as cost of good sold instead of operation expense, compare to previous financial statements, to suit characteristic of operation and forecast (*) Net revenue and cost of good sold include internal revenue and internal cost of good sold Page 89 / 100 (13) Revenue, Revenue growth plan of CMC to 2012 is based on the forecast on revenue growth of existing business fields of CMC, growth rate is forecasted based on the scope and growth rate of market, growth of previous years and competitiveness of products and services supplied by CMC Growth rate in total revenue of CMC in three coming years is 37%, 39% and 22%, respectively - System integration service will maintain its average growth rate as 30% in three coming years, based on the survey and evaluation on the investment demand of the enterprises and State agencies CMC is now investing in developing professional integration services with high content of technology in order to raise operation efficiency which will be direction of this service in the coming time, thus making profit to sales ratio experience strong and considerable improvement System integration field still maintains the contribution to the revenue of CMC at about 40% in 2012 - Software will continue experienced high growths in the coming time, especially software outsourcing when the economic recovery after recession is seen Average growth rate of software service in the three coming years will stay at over 45%, based on the contribution of three fields: packed software, domestic software service and software outsourcing service Profit to sales ratio of software will undergo growth in the coming time when the sales scale increases sharply, human resources use efficiency is more and more optimal Besides, software profit will occupy an increasingly big share in the business result of CMC - Computer production maintains its growth rate at reasonable level under the market growth rate at 20% Apart from the revenue growth of desktop computer segment, CMC will develop laptop series for the market segment with medium and low income at reasonable price, good design and convenient after-sales services - IT - telecom product distribution had high growth rate in 2008 and 2009, then reduces in the subsequent years at 38%, 30% and 14% in 2010, 2011 and 2012, respectively Sales share of IT - telecom product distribution in the revenue across the Group will descend in the coming time - Telecom - internet services will have high growth rate in 2009 and 2010 at 124% and 60% respectively and then stay at over 38% in 2012 - Technical infrastructure including CMC Tower will operate in November 2009 and technical center at Hanel will also operate in the 3rd quarter of 2010, which will create huge revenue from supplying office space and working utilities for the member companies of CMC as well as external units (14) Profit, Profit of CMC will grow at equal or higher level than revenue from 2010 because: - Share of services such as system integration service, software service and telecom - internet service tends to increase in the coming years This segment has higher profit ratio than the distribution of IT - telecom products Share of IT - telecom products distribution will descend in the coming time Page 90 / 100 - Telecom - internet service of CMC will start to make profits by 2011 because at that time existing telecom - internet services will have stronger growth, concurrently telecom infrastructure service will start to be operated and commercialized in the early 2010 - Software and system integration services will operate more effectively in the coming year because the labor use efficiency will increase in line with exploiting services with high content of technology - Technical infrastructure after the investment period from 2008 to 2009 will be put into operation to create stable profits for the company from 2010 13 Infrastructure investment projects At present, CMC has been licensed to operate the following investment projects: 13.1 CMC Tower Project CMC Tower is built on an area of 3,000 m2 at Cau Giay Urban Area and commenced from May 2007, expected to complete and put into use as from November 2009 Under the Hanoi development master plan to 2020, this area will be the administrative and economic enter of the city with the concentration of the Central agencies, corporations, modern housing development projects, commercial buildings, services with large scale, green parks… CMC Tower has 19 storeys with total construction floor area of about 24,000 m2, uniform and stable technical infrastructure, modern IT infrastructure, servers, dedicated devise for software research and development, smart building management system BMS, network and high speed transmission line up to MB… CMC Tower will not only be a workplace for the member units of CMC Group but also meet the demand for working office of other units inside and outside IT sector In the future, it is expected to be a remarkable source of revenue and profit to the business result of the Group Page 91 / 100 Some financial information of the project: Indicator Value Total investment capital 326.679 million VND Construction cost 201.403 million VND Equipment expenses Administrative expenses Investment consultancy expenses 93.573 million VND 3.958 million VND 10.359 million VND Other expenses 1.827 million VND Provision cost 15.556 million VND Capital resource Own fund (35%) 114.338 million VND Borrowing resource from organizations, commercial banks (65%) 212.341 million VND Effectiveness of the project Net Present Value (NPV) 155.012 million VND Internal Rate of Return (IRR) 21,95% Payback period years (Source: CMC Corporation) Page 92 / 100 13.2 Infrastructure project in Sai Dong Hanel Industrial Zone Infrastructure project in Sai Dong Hanel Industrial Zone based on Contract of Business Cooperation between CMC Corporation and Hanoi Electronics Corporation (Hanel) Hanel and CMC Corporation together develope a occupation area is 12.452 m2 in Sai Dong B Industrial Zone, Gia Lam district, Hanoi city This project includes a building with 02 floors on land area is 6.593 m2 (with work ground permitted to build 06 floors by authorities) Total using area of CMC Corporation after completing the first period (year 2009) is 8.764 m2 The project will be engaged the second period in 2014 by continuously buiding third floor with total building area is 4.382 m2 for technicians, applications programmers and develop BPO services Some financial information of the project: Indicator First period value Second period value Parcel of land area 12.452 m2 Total building area of the first period 13.146 m2 4.382 m2 8.764 m2 4.382 m2 56.308 million VND 18.584 million VND Construction cost 42.231 million VND 18.584 million VND Land leasing cost 14.077 million VND Partial area for CMC Toatl investment capital of the first period Capital resource Own fund (35%) Borrowing resource from organizations, commercial banks (65%) 19.708 million VND 6.504 million VND 36.600 million VND 12.080 million VND Effectiveness of the project Internal Rate of Return (IRR) Net Present Value (NPV) 16,63% 9.046 million VND (Source: CMC Corporation) 14 Evaluation by the consultant on the profit and dividend plan As a listing consultant for CMC Corporation, Bao Viet Securities Joint Stock Company has collected information, done necessary researches, analyses and evaluations on the business of CMC In 2008, although Vietnam economy in particular and the world economy in general fell into serious crisis, up to now, it can be said that the crisis is over and economies are in the process of recovery In that context, IT and telecom sector will be regarded as the quickly restored and developed groups CMC Corporation with its inherent values: great experience in IT and telecom; dynamic and enthusiastic managers, methodically and professionally trained staff and experts; favorable branch Page 93 / 100 and distribution network all over the country will be important contributors to the success of CMC Group in the coming years For this very reason, business plan put forth by CMC Group is totally feasible unless there are abnormal changes to the prejudice of the enterprise As such, CMC will ensure dividend payment rate to the shareholders under the annual plan We also notice that the above comments are based on the evaluation by a consulting organization, selectively collected information and theory on finance and securities without implicating securities value as well as certainty of the forecast figures This comment is only for reference for the investor when making investment decision on his own 15 Information about outstanding commitments by listing organizations The General Shareholder's Meeting passed the issuance of outstanding shares to increase Charter capital of the company, including: - General Shareholder's Meeting dated 22/3/2009 passed the option for issuing 1,000,000 stocks to the staff of the Group in 2008 under the "option program" However, at the end of 2008, the Vietnam economy and the world economy got into crisis, stock market declined, many employees of the Group did not register for buying The number of stocks registered by the employees was 710,490 stocks The number of unregistered stocks was 289,510 stocks, which will be allocated to the authorized stock fund to the employees under the option program of the subsequent year - General Shareholder's Meeting dated 05/12/2008 passed the option of issuing 800,000 stocks to the employees under the option program 2009 The issuance up to now has been realized - General Shareholder's Meeting dated 05/12/2008 also passed the option for issuing separate 7,200,000 stocks to foreign strategic partners Authorized by the General Shareholder's Meeting, the Management Board selected and negotiated with some foreign strategic partners However, such negotiation is ongoing The CMC’s BOD has not decided to choose a specific partner for official sales and registration Total number of stocks passed by the General Shareholder's Meeting but not realized is as follows: No Issuance phase Remaining stocks Option program for the staff in 2008 289,510 Option program for the staff in 2009 800,000 Offer for sales for foreign strategic partners 7,200,000 Other outstanding commitments: None 16 Relevant information, disputes, lawsuits relating influencing on price of securities listed : None Page 94 / 100 V LISTING SECURITIES Type of share: common share Par value: 10,000 VND/ share (ten thousand Vietnam dong per share) Total quantity of listing shares Total quantity if listing shares: 63,536,267 (Sixty-three million, five hundred thoundsand and thirty-six, two hundred, sixty-seven) shares Shares that are restricted according to regulations and listed institute to transfer include: The number of shares that are restricted to transfer under the commitment by the members of the Management Board, Supervisory Board, Executive Board, Chief accountant (including shares owned by individuals and shares owned by organizations) is 40,936,076 shares (Forty million nine hundred and thirty six thousand seventy six shares) These people undertake to hold 100% within months and at least 50% of their shares in next months of their shares since listing date on Hochiminh Stock Exchange As at 30/09/2009, the other number of shares that are restricted to transfer is 975,917 shares (Nine hundred and seventy five thousand nine hundred and seventeen shares) Details about the number of shares that are restricted to transfer as at 30/9/2009 are as follows: (Source: CMC Corporation) No I Content Number of shares that are restricted to transfer Amount (VND) Remark Shares of internal shareholders Management Board, Supervisory Board, Executive Board, Chief accountant II Other blocked shares Shares held by founding shareholders (excluding shares held by members held by the Management Board, Supervisory Board concurrently founding shareholders - held 40,936,076 645,757 - Restricted to transfer while the Stock Exchange reviews and handles listing application - Restricted to transfer 100% of stocks held within months as 409,360,760,000 from listing - Restricted to transfer 50% of stocks held within the next months - 259,350 stocks restricted to transfer to 15/12/2010 6,457,570,000 - Restricted to 07/02/2010 transfer to Page 95 / 100 No Content Number of shares that are restricted to transfer Amount (VND) Remark as listed as above) Total Employee preferential stocks (excluding those held by members of Executive Board, Chief accountant as listed as above) 330,160 3,301,600,000 41,911,993 419,119,930,000 - Restricted to 15/12/2010 transfer to (Source: CMC Corporation) Estimated listing price and costing method The estimated trading price of CMC is calculated under dividend reduction method According to this method, the inner value of stock is exactly the present value of dividend that the stock brings in indefinitely time Or in other words, we can assume that we hold the share and entitled the dividend indefinitely time The present value of all this dividends is the inner value of stocks 5.1 Reduction cash flow formula Of which: PV: Present value Di: Dividend of year i k: Discount rate Page 96 / 100 D1 PV = D2 Dn + (1+k) + (1+k) + (1+k)n With the assumption: Model of dividing the development of company into stages: First stage to 2010: The Company still has to invest more in machinery and equipments system The rate of re-investment profit of the company is 29% and applied discount rate is 17,6% Second stage from 2013 to 2017: The rate of profit left for re-investment reduces gradually to 8% in 2017 The applied discount rate is 17,1% Third stage from 2018 forward: The rate of re-investment profit keep stable at 8% The applied discount rate is 16,5% Valuation Result: Phase Phase Phase Reinvested Ration Welfare Ratio Divident/ Earning Ration 126,716,000,000 164,230,000,000 236,893,000,000 325,676,000,000 29% 29% 29% 29% 10% 10% 10% 10% 61% 61% 61% 61% 77,296,760,000 100,180,300,000 144,504,730,000 198,662,360,000 17.6% 17.6% 17.6% 17.6% 77,296,760,000 85,187,329,932 104,488,241,300 122,095,800,996 2013 2014 2015 2016 424,935,863,235 524,702,738,333 611,163,790,374 669,090,517,372 13% 11% 9% 8% 10% 10% 10% 10% 77% 79% 81% 82% 325,767,276,911 415,557,464,500 493,372,411,336 545,506,465,635 17.1% 17.1% 17.1% 17.1% 173,474,029,500 189,054,351,767 191,760,447,084 181,061,176,628 2017 From 2018 685,671,262,382 8% 10% 82% 560,429,136,144 17.1% 158,918,597,474 726,811,538,125 8% 10% 82% 594,054,884,312 16.5% 964,631,978,812 Year Net income 2009 2010 2011 2012 Discount Rate Dividents Total Value Number of share Value per share 5.2 Present Value 2,247,968,713,493 63,536,267 35,381 P/B comparison method CMC’s share price is calculated by the method of comparing price index on P/B This method based on P/B of CMC on 30/09/2009 and an average P/B of several enterprises in the sector of information technology – telecommunications that are listed on HOSE and UPCOM on 30/09/2009 List of enterprises that are used as a basis for comparison: • FPT Corporation • HiPT Group Company FPT HiPT P/B on 30/09/2009 (VND/share) 21,003 32,725 Share price on 30/09/2009 (VND/share) 86,500 28,900 P/B 4.12 0.88 Page 97 / 100 Therefore, average P/B of companies above is 2.5 times P/B of the company on 30/09/2009 (10,000/share): Equity B 671,639,204,52 10,571 dong/ = V Volume of shares 63,536,267 share Thus, the expected price of CMC = P/B x BV = 10,571 x 2.5=26,427 dong/share In the second method, the method of discounting dividends will be more appropriate in valuating CMC’s share price; this is because of CMC is currently under large initial investment, many projects and subsidiary of CMC is in the investment stage Thus, the current revenue and profit of this period will not reflect fully CMC’s potential and share value Derived from this reason, CMC will use the method of discounting dividend stream to determine the reference share price of the company Conclusion: The Company decided the reference price for their first listed day is VND 35,000 per share Restriction the rate of holding by foreigners The Articles of Association of the Company are not restricted in the rate of holding shares by the Company for foreigners When the Company is listed in the stock market, under the Decision 55/2009/QĐ-TTg dated 15/4/2009 by the Prime Minister on the rate of ownership by foreign investor in Vietnam stock market, the rate of ownership by foreign investor is maximum 49% of total number of outstanding shares of the Company As at 30/09/2009, the number of shares held by the foreigners is 1,258,609 shares (one million two hundred and fifty eight thousand six hundred and nine shares), occupying 1.98% of total charter capital Related taxes - Value added tax: the Company applies declaration and calculation of value added tax under the laws on the current value added tax Products and services by CMC enjoy incentives value added tax as follows: Tax rate 0% for export IT services and products, computer software, non-taxable software services, tax rate 5% for scientific and technological services - Corporate income tax: the Company applies corporate income tax rate 25% over taxable profit The company enjoys reduction of 30% of corporate income tax of the 4th quarter in 2008 under the Circular No 03/2009/TT-BTC dated 13/01/2009 by the Ministry of Finance In particular, under the Decision 128/2000/QĐ-TTg promulgated on 20/11/2000 and the Circular No 123/2004/TT-BTC promulgated on 22/12/2004 guiding the implementation of the Decision 128 by the Prime Minister, CMC and member companies will be exempted corporate income tax in years as from profit-making and reduced 50% of corporate income tax rate for subsequent years for software production and services At present, CMC and member enterprises still enjoy these incentives of the Government Specifically: • As at 31/12/2008, corporate income tax rate 28% • As from 01/01/2009, corporate income tax rate 25% Page 98 / 100 - • Besides, the Enterprise enjoys reduction of 30% of the corporate income tax payable of the 4th quarter of 2008 and 2009 under the Resolution No 30/2008/NQ-CP dated 11/12/2008 by the Government on urgent solutions to prevent economic degradation, maintain economic growth and ensure social welfare • For CMC Software Solution Co., Ltd alone, current tax rate is 10% (including exemption in first years as from 2006, reduction of 50% in next years) Other tax: Other taxes are declared by paid by the Company to the local tax agency under the tax laws of Vietnam Page 99 / 100 VI PARTIES INVOLVED IN LISTING Consulting Party: BAO VIET SECURITIES JOINT STOCK COMPANY Address: Telephone: Branch: Telephone: Website : No Le Thai To street, Hoan Kiem district, Hanoi city (84-4) 3928 8888 Fax: (84-4) 3928 9888 No Le Thanh Ton street, District 1, Hochiminh city (84-8) 3914 6888 Fax: (84-8) 3914 7999 www.bvsc.com.vn Auditing Party: AUDITING AND ACCOUNTING FINANCIAL CONSULTING SERVICE COMPANY LIMITED Address: No 01 Le Phung Hieu street, Hoan Kiem district, Hanoi city Telephone: (84-4) 3824 1990 Fax: (84-4) 3825 3973 Website: www.aasc.com.vn Page 100 / 100 ... information and data provided by CMC Corporation Page / 100 III ABBREVIATION - CMC : CMC Corporation/ CMC Group - Issuing organization : CMC Corporation/ CMC Group - CMC SI : CMC System Integration Co.,... Products Co., Ltd - CMC Soft : CMC Software Solutions Co., Ltd - CMC Distribution : CMC Distributions Co., Ltd - CMC Telecom : CMC Telecommunication Service Corporation - CMC TI : CMC Telecommunication... Telecommunication Infrastructure Corporation - CMC Infosec : CMC Information Security Corporation - CTCP : Joint Stock Company /Corporation - Co.,Ltd : Company Limited - Share : Share of CMC Corporation - Charter