NO VA LAND INVESTMENT GROUP SOCIALIST REPUBLIC OF VIETNAM CORPORATION -o0o - Independence - Freedom - Happiness -o0o Ho Chi Minh City, June 15th, 2017 No.:25/2017-NQ-NVLG RESOLUTION Re: Implementation of private placement and approval on the list of investors for loan conversion BOARD OF DIRECTORS OF NO VA LAND INVESTMENT GROUP CORPORATION Pursuant to the Law on Enterprises No 60/2005/QH11 dated on November 29th, 2005; Pursuant to the Law on Securities No 70/2006/QH11 dated on June 29th, 2006 and Amendment of Law on Securities No 62/2010/QH12 dated on November 24th 2010; Pursuant to the Decree No 58/2012/NĐ-CP dated July 20th, 2012 detailing and guiding the implementation of a number of articles of the Law on Securities and the amendment and supplement of a number of articles of the Law on Securities; Pursuant to the Decree No 60/2015/NĐ-CP of June 26th, 2015 amending and supplementing a number of articles of the Decree No 58/2012/NĐ-CP of July 20th, 2012 detailing and guiding the implementation of a number of articles of the Law on Securities and the amendment and supplement of a number of articles of the Law on Securities; Pursuant to the Resolution of the 2017 Annual General Meeting of Shareholders No 07/2017-NQ-NVLG dated April 27th, 2017 approving the private placement plan to increase Charter capital; Pursuant to the Meeting minutes of No Va Land Investment Group Corporation in June 15th, 2017; Pursuant to the Charter of No Va Land Investment Group Corporation; RESOLVE THAT Article 1: Implementing the private placement plan for loan conversion to increase Charter capital approved by the 2017 Annual General Meeting of Shareholders (AGM) of No Va Land Investment Group Corporation (the Company) as follow: Name of share: No Va Land Investment Group Corporation share Ticker: NVL Type of share: Ordinary share (OS) Par value: VND 10,000 per share Method of issuance: Private placement of OSs to convert the loan at Credit Suisse AG Bank, Singapore Branch (a Lender, a Facility Agent, a Lenders’ Representative, hereinafter referred to as the Lender) Purpose: For conversion of the loan under the Finance Documents dated June 28 th, 2016 (Finance Documents), as requested by the Lender Description of the converting loan: According to the FY2016 audited Financial Statements by PricewaterhouseCoopers Vietnam Limited, as at December 31st, 2016, the loan amount disbursed according to This document is a translation of the Resolution of Implementation of private placement and approval on the list of investors for loan conversion on June 15th, 2017 The translation is for informational purposes only, and is not a substitute for the official policy If any questions arise related to the accuracy of the information contained in the translation, please refer to the Vietnamese version of the document Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes the Finance Documents was USD 60,000,000, equivalent to VND 1,367,400,000,000, details as following: Lender Facility limit (USD) Disbursed (USD) Loan balance on Dec 31st, 2016 (VND) Coupon Tenor Note Credit Suisse AG Singapore Branch 100 million 60 million 1,367.4 billion Libor + 5% 30 months The loan is convertible to the Company O/S In accordance with the Finance Documents, the full loan amount of USD 60,000,000 will be converted to maximum 33,459,554 OSs Number of issued shares: 33,459,554 shares Total face value of issued VND 334,595,540,000 shares: Expected increase in Charter capital: (i) Current Charter capital: VND 5,961,992,340,000 (ii) Charter capital increase: VND 334,595,540,000 (iii) Post issuance Charter capital: VND 6,296,587,880,000 Issuing price and Conversion ratio: Reasonable conversion VND 40,867/share, equivalent to the applied conversion ratio of 4.0867:1, meaning VND 40,867 value of loan equals OS VND 62,924/share, equivalent to the reasonable conversion ratio of 6.2924:1, meaning ratio proposed by an VND 62,924 value of loan equals OS (According to conversion ratio calculation independent valuer: report conducted by the independent valuer - Southern Auditing and Accounting Financial Consultancy Service., Ltd (AASCS) on March 17th, 2017 attached) Explanation on the At the time to come into the Finance Documents with Credit Suisse AG - Singapore difference between branch, the Company remained private and was deemed less investible under the applied investors’ perspective in the stock market, which resulted in a relative high liquidity conversion ratio and discount on the Company’s valuation Meanwhile, Lender has been one of the financial the valuer’s giants in the world The Lender’s presence at a quite early stage had helped prove the conversion ratio Company’s value and potentials to other professional investors, setting a gateway approach international capital market, bringing good fund raising opportunities and creating its footprint in the stock market The conversion ratio based on the Finance Documents is 4.0867:1, meaning VND 40,867 value of loan equals OS, which is supposed to be a rational conversion ratio at the date of the Finance Documents Any change to this conversion ratio can be a breach of the Finance Documents and lead to legal proceedings as well as bad impact on investors’ trust in the Company Lock-up: year lock-up from issuance completion Timing: In 2Q 2017 This document is a translation of the Resolution of Implementation of private placement and approval on the list of investors for loan conversion on June 15th, 2017 The translation is for informational purposes only, and is not a substitute for the official policy If any questions arise related to the accuracy of the information contained in the translation, please refer to the Vietnamese version of the document Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes Distribution time: After getting approval of the State Securities Commission (SSC) Settlement of odd shares: While converting the loan into shares, the issued shares will be rounded down to the unit, the odd shares incurred (if any) will be deleted Article 2: Approving the expected list of investors appointed by the Lender: No Name ID No Number of OSs to be issued Mr Nguyen Nhu Pho B3316066 24,205,054 Mr Le Thanh Liem B6055386 9,254,500 Total 33,459,554 Article 3: Deciding the related tasks: To approve the increase of Charter capital corresponding with the par value of issued shares; To approve the amendment of the Company Charter regarding to the increase in Charter capital and registration to the state agency as a result of the above private placements and conversions; To list the issued shares in Ho chi Minh Stock Exchange (HOSE) and to register in Vietnam Securities Depository (VSD) Article 4: Assigning and authorizing the Chief Executive Officer of the Company to execute the tasks, sign the relevant legal documents in accordance to this Resolution, AGM approval and current law Article 5: This Resolution shall be effective from the date of signing The Members of the Board of Directors, Board of Management and related people are required to execute the tasks in accordance with this Resolution On behalf of the Board of Directors Chairman of the Board (Signed and sealed) Recipients: - As Article 5; - Office record BUI THANH NHON This document is a translation of the Resolution of Implementation of private placement and approval on the list of investors for loan conversion on June 15th, 2017 The translation is for informational purposes only, and is not a substitute for the official policy If any questions arise related to the accuracy of the information contained in the translation, please refer to the Vietnamese version of the document Any discrepancies or differences created in the translation are not binding and have no legal effect for compliance or enforcement purposes ... Timing: In 2Q 2017 This document is a translation of the Resolution of Implementation of private placement and approval on the list of investors for loan conversion on June 15th, 2017 The translation... Directors Chairman of the Board (Signed and sealed) Recipients: - As Article 5; - Office record BUI THANH NHON This document is a translation of the Resolution of Implementation of private placement and... date of signing The Members of the Board of Directors, Board of Management and related people are required to execute the tasks in accordance with this Resolution On behalf of the Board of Directors