Tiếng Việt
普通话
CORPORATE GOVERNANCE REPORT
(2017)
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Name of listing company:
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Asia Commercial Joint Stock Bank
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Head office:
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442 Nguyen Thi Minh Khai – Ward 5 – District 3 – Ho Chi Minh City
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Tel:
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(028) 3929 0999 Fax: (028) 3839 9885
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Email:
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acb@acb.com.vn
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Charter capital:
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VND 10,273,238,960,000
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Securities ID:
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ACB
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No.
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Resolution no.
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Date
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Content
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1
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970/TCQD-HDQT. 17
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10/4/2017
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Report from Board of Directors and Board of Management on income in 2016 and plan in 2017
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2
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971 /TCQD-HDQT. 17
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10/4/2017
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Report from Board of Supervisors
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3
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972/TCQD-HDQT. 17
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10/4/2017
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Audited financial statements in 2016
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4
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973/TCQD-HDQT. 17
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10/4/2017
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Fund appropriation and profit distribution in 2016, profit and profit distribution plan in 2017
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5
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974/TCQD-HDQT. 17
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10/4/2017
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Total remuneration paid to members of Board of Directors and Board of Supervisors
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6
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975/TCQD-HDQT. 17
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10/4/2017
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Charter capital increase plan from dividend payment by ordinary shares; plan on issuance, registration for additional depository and stock listing
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No.
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Member of Board of Directors
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Title
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Date of becoming member of Board of Directors
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Attendance (*)
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Rate (%)
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Reason for not attending (**)
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1
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Mr. Tran Hung Huy
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Chairman
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26/4/2013
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08/08
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100
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–
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2
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Mr. Nguyen Thanh Long
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Vice Chairman
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26/4/2013
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07/08
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87.5
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Busy working (Authorizing Mr. Tran Hung Huy)
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3
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Mr. Andrew Colin Vallis
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Vice Chairman
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26/4/2013
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05/06
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83.3
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Busy working (Authorizing Mr. Tran Hung Huy)
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4
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Mr. Dominic Timothy Charles Scriven
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Member
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22/4/2015
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05/08
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62.5
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Busy working (Authorizing Mr. Tran Hung Huy)
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5
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Ms. Dinh Thi Hoa
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Member (Independent)
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26/4/2013
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05/08
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62.5
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Busy working (Authorizing Mr. Tran Hung Huy)
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6
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Mr. Tran Mong Hung
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(Independent) member
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26/4/2013
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08/08
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100
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–
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7
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Mr. Tran Trong Kien
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Member
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26/4/2013
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06/08
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75
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Busy working (Authorizing Mr. Tran Hung Huy)
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8
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Ms. Dang Thu Thuy
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Member
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26/4/2013
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08/08
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100
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–
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9
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Mr. Dam Van Tuan
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Member
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26/4/2013
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08/08
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100
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–
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(*) Number of meetings includes written opinion poll of Board of Directors
(**) In case of authorization applied to regular meetings
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No.
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Resolution no.
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Date
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Content
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1
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104/TCQD-HDQT. 17
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12/01/2017
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Appointing Mr. Nguyen Van Hoa to the position of Deputy General Director
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2
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645/TCQD-HDQT. 17
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10/3/2017
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Recommending the supplement of activity contents to Business License of Asia Commercial Joint Stock Bank
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3
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646/TCQD-HDQT. 17
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10/3/2017
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Adding member of Human Resource Committee
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4
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647/TCQD-HDQT. 17
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10/3/2017
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Selling unused properties
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5
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648/TCQD-HDQT. 17
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10/3/2017
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Approving documents submitted to 2017 Annual General Meeting of Shareholders
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6
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676/TCQD-HDQT. 17
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14/3/2017
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Approving loan limits and transaction contracts between Asia Commercial Joint Stock Bank and Asia Commercial Bank Leasing Company Limited
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7
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679/TCQD-HDQT. 17
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14/3/2017
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Issuing lending regulations of Asia Commercial Joint Stock Bank to customers
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8
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1025/TCQD-HDQT. 17
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14/4/2017
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Authorizing decision related to purchasing bonus shares for employees
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9
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1382/TCQD-HDQT. 17
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19/5/2017
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Changing Chairman of Member Council of ACB Securities Ltd (ACBS)
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10
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1426/TCQD-HDQT. 17
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23/5/2017
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Amending, supplementing and issuing regulations on management and utilization of seals of divisions in the system of Asia Commercial Joint Stock Bank
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11
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1832/TCQD-HDQT. 17
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29/6/2017
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Authorizing the decision of issues related to share transfer
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12
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2062/TCQD-HDQT. 17
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18/7/2017
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Establishing councils under the control of the chairman of Board of Directors or General Manager
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13
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2063/TCQD-HDQT. 17
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18/7/2017
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Approving the plan on establishing Technology and Science Development Fund
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14
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2064/TCQD-HDQT. 17
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18/7/2017
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The plan relating to A Chau Bank Financial Lease One Member Limited Company
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15
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2065/TCQD-HDQT. 17
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18/7/2017
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Approving the list of new construction investment projects in 2017
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16
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2066/TCQD-HDQT. 17
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18/7/2017
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Approving the list of persons expected to appoint to be member of Board of Directors, Supervisory Board and General Manager in the term 2017 – 2022
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17
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2105/TCQD-HDQT. 17
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24/7/2017
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Establish the Operational Risk Management Council and issuing Regulations on functions, missions and organizational structure of the council
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18
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3251/TCQD-HDQT. 17
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17/10/2017
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Amending regulations on approval authority and liability exemption for members participating in handling debts
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19
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3252/TCQD-HDQT. 17
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17/10/2017
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Approving the list of new construction investment projects in 2017
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20
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3253/TCQD-HDQT. 17
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17/10/2017
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Approving the plan on selling houses to employees
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21
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3254/TCQD-HDQT. 17
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17/10/2017
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Approving persons expected to appoint to be member of Board of Members of A Chau Bank Financial Lease One Member Limited Company
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22
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3333/TCQD-HDQT. 17
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23/10/2017
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Amending, supplementing and issuing Regulations of factoring activity
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23
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3335/TCQD-HDQT. 17
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23/10/2017
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Establishing the Training Council and issuing Regulations on functions, missions and organizational structure of the council
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24
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3382/TCQD-HDQT. 17
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26/10/2017
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Changing the charter capital in the Bank’s charter
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25
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3427/TCQD-HDQT. 17
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30/10/2017
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Amending, supplementing and issuing Regulations of purchasing and selling debts
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26
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3428/TCQD-HDQT. 17
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30/10/2017
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Amending and supplementing Regulations of exempting and reducing interest/fee for customers
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27
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3771/TCQD-HDQT. 17
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24/11/2017
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Dismissing Mr. Andrew Colin Vallis from member of Board of Directors
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28
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4030/TCQD-HDQT. 17
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15/12/2017
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Establishing new transaction office in 2018
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29
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4031/TCQD-HDQT. 17
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15/12/2017
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Selecting independent audit company for financial year 2018
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30
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4032/TCQD-HDQT. 17
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15/12/2017
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Authorizing the chairman of Board of Directors to approve re-appointing Deputy General Manager, Chief Accountant and Financial Manager
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31
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4033/TCQD-HDQT. 17
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15/12/2017
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The budget that is used to buy real estate for head office of distribution channel and working office in 2018
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32
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4034/TCQD-HDQT. 17
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15/12/2017
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Changing member in Risk Management Council
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33
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4035/TCQD-HDQT. 17
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15/12/2017
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Changing member in Strategic Council
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34
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4046/TCQD-HDQT. 17
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18/12/2017
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Amending, supplementing and issuing Regulations on classifying asset, rate and method of extracting provisions and using provisions in the Bank’s activities
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35
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4048/TCQD-HDQT. 17
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18/12/2017
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Issuing Regulations on Operational Risk Management Framework in the Bank
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36
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4169/TCQD-HDQT. 17
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28/12/2017
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Personnel re-appointment
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1. Information on members of Board of Supervisors:
Board of Supervisors includes four members working on a full-time basis. In the first six months of 2017, Board of Supervisors met 4 times with resolutions.
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No.
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Member of Board of Supervisors
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Title
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Date of becoming member of Board of Supervisors
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Attendance
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Rate (%)
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1
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Mr. Huynh Nghia Hiep
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Chief of Board of Supervisors
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26/4/2013
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06
|
06/06
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2
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Ms. Nguyen Thi Minh Lan
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Member
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26/4/2013
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06
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06/06
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3
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Ms. Hoang Ngan
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Member
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26/4/2013
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06
|
06/06
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4
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Ms. Phung Thi Tot
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Member
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26/4/2013
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05
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05/06
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IV. Company administration training
Member of Board of Directors of ACB attended many seminars and training courses on company administration, having experience in administration and management of enterprises and credit organizations.
V. List of related persons of the listing company in accordance with provisions specified in Clause 34, Article 6 of Securities Law (Report of the first 6 months of 2017) and transactions of related persons of the company with the company.
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No.
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Name of organization/ individual
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Securities trading account (if any)
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Title in the company (if any)
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No. of shares owned at term end
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Share owning ratio at term end
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Note
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Type of shareholder
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Relationship with the internal shareholder
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||||||
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Tran Hung Huy
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Chairman of BOD
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31,649,277
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3.08
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Tran Mong Hung
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Member of BOD
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18,176,239
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1.77
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Dang Thu Thuy
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Member of BOD
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12,076,521
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1.18
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|
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Tran Dang Thu Thao
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11,629,481
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1.13
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|
|
|
|
Tran Minh Hoang
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|
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12,654,268
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1.23
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|
|
|
|
Nguyen Thanh Long
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Vice chairman of BOD
|
372,838
|
0.04
|
|
|
|
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Dominic Timothy Charles Scriven
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Member of BOD
|
547.800
|
0.05
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|
|
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|
Vietnam Investment Fund Management Jsc
|
|
|
|
|
|
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Dragon Financial Holdings Limited
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69,960,757
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6.81
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|
|
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First Burn Investments Limited
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|
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41,092,728
|
4.00
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|
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Dinh Thi Hoa
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Independent member of BOD
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15,216
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0.00
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|
|
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Le Thi Huong
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|
|
4,210
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0.00
|
|
|
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|
Thien Viet Securities Jsc
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|
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126,622
|
0.01
|
|
|
|
|
Tran Mong Hung
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|
Member of BOD
|
18,176,239
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1.77
|
|
|
|
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Dang Thu Thuy
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Member of BOD
|
12,076,521
|
1.18
|
|
|
|
|
Tran Dang Thu Thao
|
|
|
11,629,481
|
1.13
|
|
|
|
|
Tran Hung Huy
|
|
Chairman of BOD
|
31,649,277
|
3.08
|
|
|
|
|
Tran Minh Hoang
|
|
|
12,654,268
|
1,23
|
|
|
|
|
Tran Tuyet Nga
|
|
|
1,009,052
|
0.10
|
|
|
|
|
Tran Phu My
|
|
|
8,499,037
|
0.83
|
|
|
|
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Tran Phu Hoa
|
|
|
279,098
|
0.03
|
|
|
|
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Tran Trong Kien
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Member of BOD
|
0
|
0.00
|
|
|
|
|
Le Thi Viet Ha
|
|
|
1,559
|
0.00
|
|
|
|
|
Dang Thu Thuy
|
|
Member of BOD
|
12,076,521
|
1.18
|
|
|
|
|
Tran Mong Hung
|
|
Member of BOD
|
18,176,239
|
1.77
|
|
|
|
|
Tran Hung Huy
|
|
Chairman of BOD
|
31,649,481
|
1.13
|
|
|
|
|
Tran Minh Hoang
|
|
|
12,654,268
|
1.23
|
|
|
|
|
Dang Thu Ha
|
|
Deputy Manager of HCM branch
|
10,437,953
|
1.02
|
|
|
|
|
Dang Thi Thu Van
|
|
Manager of Go Vap Transaction Office
|
3,510,678
|
0.34
|
|
|
|
|
Dang Phu Vinh
|
|
Manager
|
3,705,530
|
0.36
|
|
|
|
|
Dam Van Tuan
|
|
Member of BOD cum Deputy General Manager
|
24,916
|
0.00
|
|
|
|
|
Huynh Nghia Hiep
|
|
Chief of Supervisory Board
|
196,433
|
0.02
|
|
|
|
|
Nguyen Thi Nga
|
|
|
66,574
|
0.01
|
|
|
|
|
Huynh Van Khoi
|
|
|
3,734
|
0.00
|
|
|
|
|
Nguyen Thi Minh Lan
|
|
Member of Supervisory Board
|
0
|
0.00
|
|
|
|
|
Hoang Ngan
|
|
Member of Supervisory Board
|
42,749
|
0.00
|
|
|
|
|
Huynh Bao Ngoc
|
|
|
26,732
|
0.00
|
|
|
|
|
Hoang Ha
|
|
|
4,400
|
0.00
|
|
|
|
|
Phung Thi Tot
|
|
Member of Supervisory Board
|
54,656
|
0.01
|
|
|
|
|
Do Minh Toan
|
|
General Manager
|
104,319
|
0.01
|
|
|
|
|
Bui Thi Tuyet Lan
|
|
|
132,915
|
0.00
|
|
|
|
|
Bui Tuan Tai
|
|
Deputy General Manager
|
26,121
|
0.00
|
|
|
|
|
Tran Thi Doan Trinh
|
|
Manager of the Cho Lon branch
|
123,580
|
0.01
|
|
|
|
|
Nguyen Duc Thai Han
|
|
Deputy General Manager
|
26,121
|
0.00
|
|
|
|
|
Vo Thi Ngoc Lanh
|
|
|
1,688
|
0.00
|
|
|
|
|
Nguyen Thanh Toai
|
|
Deputy General Manager
|
317
|
0.00
|
|
|
|
|
Nguyen Thi Hai
|
|
Deputy General Manager
|
0
|
0.00
|
|
|
|
|
Nguyen Thien
|
|
|
366,000
|
0.04
|
|
|
|
|
Nguyen Thi Tuyet Van
|
|
Deputy General Manager
|
20,087
|
0.00
|
|
|
|
|
Tu Tien Phat
|
|
Deputy General Manager
|
0
|
0.00
|
|
|
|
|
Nguyen Van Hoa
|
|
|
19,597
|
0.00
|
|
|
|
|
Tran Thi Dieu Trang
|
|
Manager of Nguyen Tri Phuong Transaction Office
|
11,918
|
0.00
|
|
|
VI. Share transactions of internal persons and their related persons (Report of the first six months of 2017)
2. Transaction of internal persons and their related persons on shares of the listing company
|
No.
|
Implementing person
|
Relationship with internal shareholder
|
Opening shares owned
|
Closing shares owned
|
Reason for increase, decrease (buy, sell, transfer, bonus, etc.)
|
||
|
No. of share
|
Percentage (%)
|
No. of share
|
Percentage (%)
|
||||
|
1
|
The CH/SE Asia Investment Holdings (Singapore)
|
The company indirectly controlled by Mr. Dominic Scriven, member of BOD of ACB
|
539,330
|
0.05
|
0
|
0.00
|
Selling
|
|
2
|
Thien Viet Securities Joint Stock Company
|
The company where Ms. Dinh Thi Hoa, member of BOD of ACB, is Vice Chairman of BOD
|
22
|
0.00
|
126,622
|
0.01
|
Purchase
|
|
3
|
Luu Thi Phuong
|
Mother of Ms. Dang Thu Thuy, Member of BOD of ACB
|
49,346
|
0.00
|
0
|
0.00
|
Selling
|
|
4
|
Dang Thu Ha
|
Sister of Ms. Dang Thu Thuy, Member of BOD of ACB
|
10,388,607
|
1.01
|
10,437,953
|
1.02
|
Purchase
|
|
5
|
Dragon Financial Holdings Limited
|
Mr. Dominic Timothy Charles Scriven, member of BOD of ACB, manager cum capital representative of Dragon Financial Holdings Limited
|
70,289,594
|
6.84
|
69,960,757
|
6.81
|
Sell
|
|
6
|
Standard Chartered APR Limited (SC APR)
|
Mr. Andrew Colin Vallis, member of BOD of ACB, one of capital representatives of Standard Chartered Bank (Hong Kong)
|
90,490,271
|
8.81
|
89,863,928
|
8.75
|
Sell
|
|
7
|
First Burns Investments Limited
|
Mr. Dominic Timothy Charles Scriven, member of BOD of ACB and member of BOD of Dragon Capital Markets Limited (one of 04 shareholders of First Burns Investments Limited)
|
0
|
0.00
|
41,092,728
|
4.00
|
Purchase
|
|
8
|
Nguyen Thanh Toai
|
Deputy General Manager of ACB
|
25,317
|
0.00
|
317
|
0.00
|
Sell
|
VII. Other issues to be noted: None