REPORT ON CORPORATE GOVERNANCE OF LISTING COMPANY (6 months/2016)

Transcription

1 ENGLISH TRANSLATION COPY DIGIWORLD CORPORATION THE SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness / /HĐQT/DGW Ho Chi Minh City, 22th July 2016 REPORT ON CORPORATE GOVERNANCE OF LISTING COMPANY (6 months/2016) To: - The State Securities Commission - Ho Chi Minh Stock Exchange - Name of listing company: Digiworld Corporation - Address of head office: 8th floor, Nam A Bank Building, Cach Mang Thang Tam Street, Ward 4, District 3, Ho Chi Minh City. - Telephone: (84.8) Fax: (84.8) Charter capital: VND 306,133,290,000 - Securities code: DGW I. Activities of the General Meeting of Shareholders Information on meetings and resolutions / decisions of the General Meeting of Shareholders Resolution/Decision Date Content 1 02/ /HĐCĐ- DGW 26/04/ Approval on 2015 Audited Financial Statement - Approval on 2015 Profit Distribution Plan - Approval on Bonus Share Issuing Plan for existing shareholders - Approval on Business Plan for Approval on Employment Stock Ownership Plan for 2016 (ESOP 2016) - Additional Listing for the issue bonus share - Authorization of Board of Directors - Approval on Remuneration of Board of Directors and Supervisory Board in Approval on List of Audit Firms for financial year Approval on the Chairman of the Board of Directors holding Chief Executive Officer for Amendment and Addition for Company s Charter - Approval on List and Term of the Board of

2 ENGLISH TRANSLATION COPY Directors, and Supervisory Board for Approval on Operations Regulation of Board of Directors and Supervisory Board. II. Board of Management (Semi-annual/annual reports) 1. Information about the members of the Board of Management BOM s member Position Day becoming/ no longer member of the Board of Management Number of attendance Percentage Reasons for absence 1 Mr. Doan Hong Viet Chairman 26/04/ % 2 Ms. To Hong Trang Member 26/04/ % 3 Ms. Dang Kien Phuong Member 26/04/ % 4 Mr. Tran Bao Minh Member 26/04/ % Due to an urgent commitment 5 Mr. Doan Anh Quan Member 26/04/ % 2. Supervision by the BOD over the Director (General Director) In the first 6 months of 2016, Board of Directors approved reports relating to business performance in 2015 of Board of Managers, supervising Board of Managers in implementing in accordance with Resolutions of BOD and AGM: - Making reports and disclosing information regarding Audited Financial Statement 2015, Reports for 4 th quarter of 2015 and 1 st quarter of Organizing Annual General Meeting 2016 in strict compliance with laws regulation on 26 th April Selecting audit firm for financial year Approval of establishing Sub- Committee of Development and Investment in order to build strategy and deploy long-term plan. 3. Activities of the Board of Directors committees Members of Sub-Committee of Investment and Development under the jurisdiction of Board of Directors include: - Mr. Doan Hong Viet Head of Sub-Committee - Mr. Tran Bao Minh - Member - Mr. Huynh Vinh Phuc - Member - Mr. Nguyen Duy Binh - Member

3 ENGLISH TRANSLATION COPY Sub- Committee s duties: - Developing market expansion strategy, set up long-term implementation plan for that strategy. - Developing, directing business operations and investment plans in strictly compliance with the direction and development strategy of the Company. - Periodically evaluating the business performance in order to generate solutions for improving business result of the Company. - Head of Sub-Committee is responsible for assigning tasks for members of Sub- Committee to fulfill the Sub-Committee s duties. 4. Resolutions/Decisions of the Board of Directors (Semi-annual/annual reports) Resolution/Decision Date Content 1 02/ /HĐQT/DGW 19/01/2016 -Approval on Report on 2015 Business performance - Approval on 2016 Business plan - Approval on 2015 Advanced Cash Dividend for shareholders 2 02/ /HĐQT/DGW 14/03/2016 Organizing Annual General Meeting / /HĐQT/DGW 05/05/ Approval on electing Head of Board of Directors cum General Directors - Assisting duties for member of Board of Directors for the term of from 26 th April Establishing Sub-Committee of Investment and Development -Approval on Corporate Governance Regulations replacing the version dated 08 th June / /HĐQT/DGW 07/06/2016 Electing audit firm for financial years 2016 III. Supervisory Board 1. Information about members of Supervisory Board: Members of Supervisory Board Position Day becoming/no longer member of the Supervisory Board Number of attendance Percentage Reasons for absence 1 Ms. Phan Ngoc Bich Hang Member 26/04/ %

4 ENGLISH TRANSLATION COPY 2 Mr. Nguyen Tuan Thanh 3 Mr. Hoang Thong Member 26/04/ % Head 26/04/ % 2. Surveillance activities of the Supervisory Boardtoward the Board of Management, Board of Directors and shareholders In the first six months of 2016, Supervisory Board implemented inspecting, supervising and fully attending Quarterly Board of Directors Meeting, reporting on supervising business operations for 2015 to shareholders and the 2016 plan; supervising business operations and financial status of the Company. IV. Training on corporate governance: In May 2016, the Company nominated representatives to attend and fulfill the training course Report on environmental and social activities in Annual Report for listed company organized by the State Securities Commission and International Finance Corporation (World Bank Group). V. List of affiliated persons of the public company as specified in clause 34, Article 6 of the Securities Law (Semi-annual/annual reports) and transactions of affiliated persons of the Company with the Company) 1. List of affiliated persons of the Company: Attached list 2. Transactions between the company and the affiliated persons or between the company and major shareholders, internal persons and related person of internal person: No 3. Transaction between internal person of listed company and company s subsidiaries, or the company in which listed company takes controlling power: No 4. Transactions between the company and other objects: No VI. Transactions of internal persons and related person of internal person: No VII. Other significant issues: No CHAIRMAN OF THE BOD DOAN HONG VIET

5 COMPANY NAME: DIGIWORLD CORPORATION SECURITIES CODE: DGW LIST OF AFFILIATED PERSONS OF THE COMPANY (Attached with Report on Corporate Governance 6 months/ / /HĐQT/DGW dated 22/07/2016) Name of organization /individual 1 Đoàn Hồng Việt Position at the company (if any) 1.1 Tô Hồng Trang Wife 1.2 Đoàn Minh Son 1.3 Đoàn Anh Quân Brother Time of starting to be affiliated person BOD Chairman cum General Director 26/04/ Đào Thị Bích Ngọc Mother 1.5 Created Future Limited Company Chairman of Board Member 2 Đặng Kiện Phương BOD member cum Deputy General Director 26/04/ Mai Phan Nhật Huy Son 2.2 Mai Phan Nhật Vy Daughter 2.3 Đặng Kiện Trung Brother 2.4 Đặng Kiện Phát Brother 2.5 Đặng Kiện Mỹ Sister 2.6 Đặng Kiện Dung Sister 2.7 Đặng Kiện Hưng Brother 2.8 Đặng Hải Father 2.9 Huỳnh Ánh Mother 3 Tô Hồng Trang BOD member cum Deputy General Director 26/04/2016 Time of ending to be affiliated person Reasons

6 COMPANY NAME: DIGIWORLD CORPORATION SECURITIES CODE: DGW 3.1 Đoàn Hồng Việt Husband 3.2 Đoàn Minh Son 3.3 Tô Mỹ Mỹ Sister 3.4 Tô Tiểu Ngọc Sister 3.5 Tô Tiểu Yến Sister 3.6 Tô Tiểu Linh Sister 3.7 Tô Hoa Khải Father 3.8 Tần Lệ Quỳnh Mother 3.9 Created Future Limited Company General Director 4 Trần Bảo Minh Independent BOD member 26/04/ Nguyễn Thị Ngọc Anh Wife 4.2 Trần Quế Anh Son 4.3 Trần Bảo Vinh Brother 4.4 Trần Linh Father 4.5 Ngũ Lê Tín Mother 4.6 IDP Company General Director 5 Đoàn Anh Quân BOD member 26/04/ Đoàn Anh Quang Son 5.2 Đoàn Minh Hoàng Son 5.3 Đoàn Hồng Việt Brother 5.4 Đào thị Bích Ngọc Mother 6 Hoàng Thông Head of Supervisory Board 26/04/2016

7 COMPANY NAME: DIGIWORLD CORPORATION SECURITIES CODE: DGW 6.1 Siraya Thapanangkun Wife 6.2 Hoàng Nguyện Trúc Son 6.3 Hoàng Thế Tùng Son 6.4 Hoàng Thạch Tỉnh Son 6.5 Hoàng Nam Brother 6.6 Hoàng Thị Tâm Bắc Sister 6.7 Hoàng Giang Long Father 6.8 Nguyễn Thị Ngà Mother Stone International 6.9 Chess Education General Director Company Superbrain Education Corporation 7 Nguyễn Tuấn Thành Chairman 7.1 Nguyễn Thị Như Thơ Wife 7.2 Nguyễn Ngọc Như Phi Daughter 7.3 Nguyễn Ngọc Yến Phi Daughter 7.4 Nguyễn Thị Phương Khanh Sister 7.5 Nguyễn Tuấn Đạt Brother 7.6 Nguyễn Văn Mậu Father 7.7 Chu Thị Nở Mother 8 Phan Ngọc Bích Hằng Supervisory Board member 26/04/2016 Supervisory Board member 26/04/2016

8 COMPANY NAME: DIGIWORLD CORPORATION SECURITIES CODE: DGW 8.2 Nguyễn Đức Huy Son 8.3 Nguyễn Gia Huy Son 8.4 Phan Ngọc Thúy Hằng Sister 8.5 Phan Ngọc Ẩn Father 8.6 Nguyễn Thị Phùng Mother 9 Võ Xuân Huy Chief Accountant 26/04/ Võ Xuân Kiều Father 9.2 Nguyễn Thị Kim Đồng Mother 9.3 Võ Diệu Xuân Quỳnh Sister 9.4 Võ Xuân Phong Brother