No.:01/2019/CV-HDQT Hochiminh City, January CORPORATE GOVERNANCE REPORT OF THE LISTED COMPANY In 2018

Transcription

1 APPENDIX 05 CORPORATE GOVERNANCE REPORT (Issued under Circular No. 155/2015/TT-BTC dated October 6th 2015 of the Ministry of Finance On guidelines for information disclosure on securities market) LIX DETERGENT JOINT STOCK COMPANY SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness No.:01/2019/CV-HDQT Hochiminh City, January 2019 CORPORATE GOVERNANCE REPORT OF THE LISTED COMPANY In 2018 Kind attention: - State Securities Commission of Vietnam - Stock Exchange - Listed company: LIX DETERGENT JOINT STOCK COMPANY - Head Office: No. 3, Road No. 2, Quarter 4, Linh Trung Ward, Thu Due District, Hochiminh City, Vietnam. - Tel Fax: lixco@lixco.com - Charter capital: 324,000,000,000 VND - Stock code: LIX I. Activities of the General Meeting of Shareholders: Information on meetings and resolutions / decisions of the General Meeting of Shareholders (including resolutions of the General Meeting of Shareholders c No. Reso 1 ut ion/dec i s ion number Date Contents 1/ Approving the audited Financial Statements ^ Approving the profit distribution plan and dividend payment /2018/NQ- DHDCD 27/04/2018 3/ Approving business plan and dividend payment 2018: Total revenue: VND 2,222 billion Profit before tax: VND 201 billion Dividend: 30%

2 4/ Approving the authorization for the to base on the situation of production and business activities in the year to, determine the time and the rate of advance for the dividend of / Approving the authorization for the Board of s to select one of the two independent auditing units for the Company in A&C Auditing and Consulting Company Limited (A&C) AASC Auditing Firm (AASC) 6/ Approving the remuneration for the Board of s and Supervisory Board in 2018: Remuneration for the Board of s: VND 228 million/year Remuneration for the Supervisory Board: VND 66 million/year 7/ Approving the internal regulations on corporate governance of LIX Detergent Joint Stock Company. 8/ Approving the amendments and supplements to the current Company Charter and the full text of the amended and supplemented Charter of the Company. 9/ Approving the replacement of members of the Board of s of LIX Detergent Joint Stock Company Mr. Nguyen Xuan Bac, the Board of s, resigned as the Board of s and members of the of LIX Detergent Joint Stock Company from April 27, Mr. Hoang Manh Thang (representing 21% of charter capital) will replace Mr. Nguyen Xuan Bac to join the of LIX Detergent Joint Stock Company from April 27, Board of s (Report 2018): 1. Information about members of the Board of s (): Number of meetings in 2018: 17 No. Members of the Position Date of starting/ ceasing the member of the Number of meeting attendance Rate Reason of absence 01 Nguyin Xuan Bac Chaiiinan of 11/04/2016 8/8 100% Resigned from the Chairman and the member of since 27/04/2018

3 No. Members of the Position Date of starting/ ceasing the member of the Number of meeting attendance Rate Reason of absence 02 Hoang Manh Thang 03 Cao Thanh Tin 04 Bui Cong Than 05 Doan Thi Tam 06 Vu Hoang Chucmg 27/04/2018 9/9 100% 11/04/ /17 100%) 30/03/ /17 100% 01/10/ /17 100% 28/04/ /17 100%. 2. Supervision activities of the for the Board of s: In 2018, the Board of s regularly monitored the activities of the Board of s and other management activities, in coordination with the Supervisory Board to check the implementation of issues: Plan targets set by the General Meeting of Shareholders and the Board of s. Progress and measures to implement the Resolution of the General Meeting of Shareholders, the Board of s and decisions of the Board of s. Production and business plans and related economic indicators. The observance and compliance with the provisions of the Enterprise Law, the Company Charter and the current regulations of the State. The implementation of investment and basic construction activities is in accordance with the Resolution of the Board of s and the law. Management and administration work are professional and transparent. Management regulations are issued, implemented synchronously and updated promptly. The company strictly enforces regulations on information disclosure. Fully comply with the regulations on periodic or extraordinary reports. Appointing the Vice General. Appointing the Chief Accountant.

4 3. Activities of subcommittees under the Board of s: None 4. Resolutions / Decisions of the Board of s: No. Resolution number Date Contents 01 01/2018/QD-HDQT 02/01/2018 Deciding to stop the position of Chief Accountant of Ms. Doan Thi Tarn /2018/QD-HDQT 02/01/2018 Deciding to hand over Ms. Pham Thi Kim Hong in charge of accounting of LIX Detergent Joint Stock Company from 02/01/ /2018/NQ-HDQT 25/01/2018 Passing business results 2017; business plan Quarter 1/ /2018/NQ-HDQT 25/01/2018 Approving the construction investment plan for /2018/NQ-HDQT 01/03/2018 Closing the list of shareholders attending the Annual General Meeting of /2018/QD-HDQT 02/03/2018 Approving the agreement to supplement the Deputy General /2018/NQ-HDQT 05/03/2018 Deciding salary fund /2018/NQ-HDQT 15/03/2018 Nominating to appoint the Deputy General of the Company /2018/NQ-HDQT 06/04/2018 Passing the approval of the policy of appointing the Chief Accountant of the Company /2018/NQ-HDQT 11/04/2018 Approving the business results in Quarter 1/2018; business plan Quarter 2/ /2018/NQ-HDQT 11/04/2018 Nominating to appoint the Chief Accountant of the Company /2018/NQ-HDQT 27/04/2018 Electing Mr. Hoang Manh Thang as the LIX Detergent Joint Stock Company from April 27, /2018/NQ-HDQT 02/05/2018 Closing the list of shareholders for the second dividend payment in /2018/NQ-HDQT 22/05/2018 Passing the selection of an independent auditor in /2018/NQ-HDQT 22/06/2018 Appointing the Vice General /2018/QD-HDQT 22/06/2018 Appointing the Vice General /2018/NQ-HDQT 20/07/2018 Approving the business results for the first 6 months of 2018 and business plan for the last 6 months of /2018/NQ-HDQT 20/07/2018 Adjust the construction investment plan for /2018/QD-HDQT 20/07/2018 Promulgating the Regulation on salaries, bonuses and remuneration of managers of LIX Detergent Joint Stock Company.

5 No. Resolution number Date Contents 20 20/2018/NQ-HDQT 22/08/2018 Deciding Mr. Cao Thanh Tin - General, to sign loan application, open guarantee, letter of credit at Vietinbank - Thu Due /2018/NQ-HDQT 18/10/2018 Approving business results for Quarter III / 2018 and 9 months in 2018; Business plan Quarter IV / /2018/QD-HDQT 18/10/2018 Issuing the Financial Regulation of LIX Detergent Joint Stock Company /2018/QD-HDQT 18/10/2018 Issuing the Sales Regulation of LIX Detergent Joint Stock Company /2018/QD-HDQT 18/10/2018 Promulgating the Regulation on salary and bonus for employees of LIX Detergent Joint Stock Company /2018/NQ-HDQT 26/11/2018 Closing the list of shareholders to advance the first dividend of /2018/NQ-HDQT 10/12/2018 Appointing the Chief Accountant /2018/QD-HDQT 10/12/2018 Appointing the Chief Accountant. III. Inspection Committee: 1. Information about members of the Inspection Committee: Date of Number No. IC Position starting/ceasing the mebers of of meeting Rate Reason of absence IC attendance 1 Truong Thi Tram Head 28/04/2016 5/5 100% 2 Nguyin Thi Thuy Van Member 17/4/2010 5/5 100% 3 Huynh Thi Nggc Toan Member 28/04/2017 5/5 100% 2. Supervision activities of the Inspection Committee for the Board of s, the Board of s and shareholders: The Inspection Committee supervises the Board of s, the Board of s and shareholders according to the Company's-Charter and internal regulations on corporate governance. - Representative of the Inspection Committee attended all meetings quarterly and on demand. The Inspection Committee has contributed ideas in the meetings according to the functions and duties of the Inspection

6 Committee, grasping the operation situation, development orientation of the Company, monitoring the implementation of the 2018 Annual General Meeting's resolutions, - The Board of s has issued many Resolutions and Decisions related to the activities of the Company within the responsibility and authority of the Board of s. Resolutions and Decisions of the Board of s issued in the right order and competence and in accordance with legal grounds as prescribed by law and the Company. 3. The coordination of activities between the Inspection Committee and the activities of the Board of s, the Board of s and other managers - In 2018, the Inspection Committee was facilitated by the Board of s and the Board of s in providing sufficient information about the situation of production and business activities and the financial situation of the Company. - The Inspection Committee actively coordinates close and regular activities with the Board of s and the Board of s. 4. Other activities of the Inspection Committee - The Inspection Committee has reviewed financial statements for the first 6 months of 2018 provided by the Board of s, reviewed the independent auditing report 2017 to submit to the Annual General Meeting of IV, Corporate governance training: The company fully participates in training courses on Corporate Governance, Listing Regulation, regulations on information disclosure organized by the SSC and Ho Chi Minh City Stock Exchange in The members of the Board of s, the Head of Inspection Committee, the Executive Board, and the Secretary of the Company participated in the Corporate Governance training program for public joint stock companies in April 2016 in Ho Chi Minh City organized by the Center for Securities Research and Training. V. List of affiliated persons of the listed company under the provisions of paragraph 34 of Article 6 of the Law on Securities and transactions of affiliated persons of the company with the company itself: 1. List of affiliated persons:

7 No. 1 2 Name of organization/ individual Npuyen Xuan Bac Hoang Manh Thang 3 Cao Thanh Tin 4 Bui Cong Than 5 Doan Thi Tam n Via Hoang Chuorng Tnrcmg Thj Tram Nguyen Thj Thuy Van Huynh Thi Ngoc Toan Pham Thj Kim Hong Le Dinh Vy Position in the company (if any) ID Card, Date of issue and place of issue Head office address/ mailing address Date of being affiliated person Date of ceasing affiliated person Bic Giang 11/04/ /04/2018 HaNoi 27/04/2018 cum General cum Vice General, Spokesperson cum Purchasing TP. HCM 11/04/2016 Dong Nai 30/03/2012 TP. HCM 01/10/2003 TP. HCM 28/04/2017 Head ofic TP. HCM 28/04/2016 IC cum Plaiming and Logistic IC cum HR Deputy Chief Accountant Vice General Binh Duong 17/04/2010 TP.HCM 28/04/2017 TP.HCM 02/01/2018 TP.HCM 22/06/2018 Reason/Note Resigned from Chairman and the 2. Transactions between the company and the affiliated persons of the company; or between the company and the major shareholders, the insiders, affiliated persons of the insiders: None 3. Transactions between the insiders of the listed company, relevant persons of the insiders with its subsidiaries, the companies under control of the listed company: None

8 4. Transactions between the company and other entities: None 4.1. Transactions between the company and the companies that members of the Inspection Committee, CEO have been the founder members of members of, CEO for a period of last three (03) years (as at the time of reporting): None 4.2. Transactions between the company and the companies that the affiliated persons of members of the Board of s, members of the Inspection Committee, CEO are the members of the Board of s, CEO; None 4.3. Other transactions of the company (if any) may be materially or immaterially beneficial for members of the Board of s, members of the Inspection Board, CEO: None VL Share transactions by insiders and affiliated persons of the insiders: No List of insiders and affiliated persons of the insiders: Name of organization/ individual Nguyen Xuan Hoang Manh Thang Cao Thanh Tin Biii Cong Than Tran Pham Thuy Vy 5 Doan Thi Tam 6 Vij Hoang Chucmg Position (if any) ID Card No., Date of issue and place of issue Head office address/ mailing address Number of holding shares at the end of period (31/12/2018) Bac Giang 0 HaNoi 0 cum General cum Vice General, Spokesperson cum Purchasing TP. HCM 0 Dong Nai 0 Rate of holding shares at the end of period (31/12/2018) Dong Nai ,113% TP. HCM ,554% TP. HCM ,011% Note Resigned from Chairman and the Bui Cong Than's wife

9 No Name of organization/ individual Truong Thi Tram Nguyen Thi Thuy Van Huynh Thj Ngoc Toan Pham Thj Kim Hong 11 Le Dinh Vy Position (if any) ID Card No., Date of issue and place of issue Head office address/ mailing address Number of holding shares at the end of period (31/12/2018) Head of IC TP. HCM 0 IC cum Planning and Logistic IC cum HR Deputy Chief Accountant Vice General Binh Duong Rate of holding shares at the end of period (31/12/2018) ,011% IPHCM ,009% TP.HCM ,0075% TP.HCM ,0756% Note 2. Transactions of insiders and affiliated persons on shares of the listed company: None. VIL Other notes: None