Singapore, 9 th of June 2020
On [ ], The8th Pte Ltd ("The8th"), a Singapore-based company and a shareholder in Coteccons Joint Stock Company ("Coteccons") holding 8,256,500 shares of Coteccons, or [10,42 ]% of Coteccons’ outstanding shares with voting rights, has sent a request to the Board of Directors of Coteccons to include the following items to be added into the agenda for the Annual General Shareholders’ Meeting ("AGM") of Coteccons, currently scheduled on 30 June 2020:
We also respectfully requested that Coteccons’ Chairman and Legal Representative invite representatives of the relevant authorities including the States Securities Commission, Ho Chi Minh City Stock Exchanges, Vietnam Securities Depositary and Department of Planning and Investment of Ho Chi Minh City to attend and supervise the AGM in order to ensure that the AGM will be conducted fairly, transparently and in accordance with the laws of Vietnam
This is our rights as a shareholders holding more than 5% of total ordinary shares for six consecutive months or longer as permitted under Article 138.2 of the Enterprise Law and Article 17.4 of Coteccons' Charter.
As part of our analysis prior to making the investment in third quarter 2019, we have spoken extensively to several current and ex-employees, talked to clients, bankers, accountants, lawyers, consultants, brokers and many other existing shareholders of Coteccons. We believe that Coteccons was performing well below its true potentials and the share price presented an extra-ordinary value opportunity for investors with mid to long term view.
The single biggest issue currently plaguing Coteccons is the issue of corporate governance. Several leading securities firms in Vietnam has explicitly referred to conflict of interest issues and related party transactions as the basis for their “sell” recommendations in 2019.
We are an investment holding company with no intention to take-over any businesses. We decided to invest in Coteccons in 3Q 2019, well before the development of Covid-19, because we believed there are significant value of Coteccons being lost to other companies within Coteccons Group. This issue could be resolved when Coteccons has a professional management team that is free of any conflict of interests and operates transparently. So whilst we do not intend to take over any company; we certainly plan on defending our rights as important minority shareholders.
We have tremendous respect for Vietnamese government’s efforts to create a healthy investment environment through its many investment promotion activities, including the publication of Vietnam Corporate Governance Code of Best Practices in August 2019, lead by the State Securities Commission of Vietnam (“SSC”) and International Finance Corporation (“IFC”). However, the issues of conflict of interests at Coteccons through publicly available information can not be more contradictory to most principles laid out in the government’s guidelines.
The continued corporate governance offences by Coteccons management have been causing significant losses to Coteccons and its shareholders in revenue and profit potentials to other entities owned and controlled by Coteccons management. In effect, we believe this could be an act of corruption that could be subject to criminal investigations.
While publicly available information on the operations of “Coteccons Group” is sufficient to question the conduct of Coteccons management, it is crucial that Coteccons’ past activities are subject to independent assessments by shareholders’ appointed professional parties, or by relevant Vietnamese authorities. Coteccons management is not in the position to claim their own innocence while blocking every shareholders’ attempts to conduct an independent audit into past and current business activities. Their continued obstruction of the activities of the Board of Supervisors, the body elected to supervise the Board and management’s activities by Coteccons shareholders, and resisting independent investigations legally requested by Coteccons shareholders should raise even more concerns to Coteccons shareholders and Vietnamese regulators.
While Coteccons’ financial reports haves been audited by Big 4 auditing firms in Vietnam, the scope of such audit is limited to the auditor’s opinion on whether “the consolidated statements presents fairly, in all material respects, the consolidated financial position of the Group” as at the reporting date. The auditor’ scope does not include giving opinion on issues of corporate governance or conflict of interests. Such responsibility falls into the hands of Coteccons’ Board of Supervisors and the Internal Audit Board, both of which has been completely prevented by Coteccons management in performing their responsibilities.
We also question the role of the independent directors of Coteccons and their required "exercise independent judgement on corporate affairs and proper oversight of managerial performances, including prevention of conflict of interest and balancing competing demand for the corporation." – Item 3.2.1 under Vietnam Corporate Governance Code of Best Practices.
We express our full support to Kustocem’s actions to protect Coteccons from possibly corrupted management and hope other Coteccons shareholders will join us in exercising your shareholders rights and demand a management team that works solely for the best interest of Coteccons.
We respectfully request Vietnamese authorities to take urgent actions to investigate shareholders’ serious claim on management’s corruption activities, and to ensure shareholders are able to exercise their rights through a fair process in both the Annual General Meetings on 30 June 2020 and the Extraordinary General Shareholders Meeting organized by Kustocem on 12 July 2020.
The8th Pte Ltd is an investment holding company set up with the specific aim of capturing potential value of underperforming stocks in emerging markets. Since late 2017, we decided to focus on Vietnam as the country stands out among Southeast Asia countries, for its extraordinary positive economic momentum and healthy investment environment. Vietnam has achieved extra-ordinary growth and we believe this is structural and will continue for many more years to come.
Please contact info@the8th-pe.com for any queries.