DHT: Corporate Governance Report of 2017

No.

Members of the Board of Directors

Position

Attendance

Rate

Reasons for not attending

1

Mr. Le Van Lo

Chair

13

100 %

2

Mr. Hoang Trong Nguyen

Vice-Chair

1/3

33 %

Resignation of Vice-Chair of Board of Directors, Member of Board of Directors at General Meeting of Shareholders on 28^th March, 2017

3

Mr. Hoang Van Tue

Member

13

100 %

4

Mr. Le Xuan Thang

Member

13

100 %

5

Mr. Nguyen Ba Lai

Member

13

100 %

6

Mr. Le Anh Trung

Deputy Chairman

13

100 %

Additional election of  Deputy Chairman of the Board of Directors on 17^th April, 2017

7

Mr. Nguyen Canh Thang

Member

13

100 %

8

Mrs. Le Viet Linh

Member

10/10

100 %

Additional election of  Member of the Board of Directors at General Meeting of Shareholders on 28^th March, 2017

No.

Resolution / Decision No.

Date

Content

1

13/02/2017

The Board of Directors and the Chief of Supervisory Board met to consider and decide on the following contents:

– To listen to the balance sheet of 2016;

– To decide to hold the General Meeting of Shareholders 2017 after obtaining the audited statements, which is scheduled in March 2017;

To assign members of the Board of Directors and the Supervisory Board to prepare documents and materials for the Annual General Meeting of Shareholders.

– To discuss the issue of shares to increase share capital from the owner’s equity, at a ratio of 1:1;

– To discuss the establishment of a subsidiary company (Hataphar Hi-Tech Joint Stock Company);

– To discuss the profit distribution plan for 2016;

– To listen to the reports on the review results of labor norms in production;

– To listen to the reports on the plan of use of enterprise email systems;

– To listen to the Director of the project management unit to report on plans for renovation, repair and construction of a number of locations of the Company;

– To agree on the plan to hold a customer appreciation conference in 2017.

2

03/3/2017

The Board of Directors met and decided:

– To sell treasury shares;

– To stabilize prices and increase working capital;

– To assign Mr. Le Xuan Thang – General Director to carry out relevant procedures in accordance with the law.

3

17/3/2017

The Board of Directors and the Chief of Supervisory Board met to consider and decide on the following contents:

– To decide to hold the General Meeting of Shareholders 2017 on 28^th March, 2017; To assign members of the Board of Directors and the Supervisory Board to prepare documents and materials for the Annual General Meeting of Shareholders.

– To approve the documents and contents of the Meeting, including:

+ Report of the Board of Directors on business and production results in 2016 and plan for 2017.

+ Profit distribution plan 2016.

+ Remuneration plan of the Board of Directors and the Supervisory Board in 2017.

+ Statement on the issue of shares to increase the share capital from the owners’ equity;

+ Statement on the establishment of a subsidiary company (Hataphar Hi-Tech Joint Stock Company);

+ Statement on the amendment and supplement of the Articles of Association;

+ Statement on the dismissal of members of the Board of Directors for the term of 2016-2021;

+ Statement on the additional election of members of the Board of Directors for the term of 2016-2021;

+ Statement on the authorization of the Board of Directors to select auditors in 2017;

– To prepare a list of Presidium, Secretary, Vote counting committee.

4

28/3/2017

     The Board of Directors met and agreed on establishment of a subsidiary company (Hataphar Hi-Tech Joint Stock Company) with the following contents:

– To appoint Mr. Le Van Lo as the legal representative and the Chairman of the Board of Directors of Hataphar Hi-Tech Joint Stock Company.

– To appoint Mr. Le Van Lo, Chairman of the Board of Directors of Ha Tay Pharmaceutical Joint Stock Company, as the representative of the entire share capital of Ha Tay Pharmaceutical Joint Stock Company at Hataphar Hi-Tech Joint Stock Company.

– To approve the implementation of the plan to issue shares to increase the share capital from the owners’ equity.

5

17/4/2017

    The Board of Directors met to consider and decide on the following contents:

– To approve the election of Mr. Le Anh Trung, a Member of the Board of Directors to hold the position of Deputy Chairman of the Board of Directors for the term of 2016-2021.

– To listen to the balance sheet as of 31^st March, 2017

– To listen to the General Director’s report on GMP test results.

6

28/4/2017

The Board of Directors and the Chief of the Supervisory Board met to discuss and decide on the following contents:

– To approve the implementation of the plan to issue shares to increase the share capital from the owners’ equity.

– To approve the documents of share issue to increase the share capital from the owners’ equity.

7

02/6/2017

    The Board of Directors and the Chief of the Supervisory Board met to discuss and decide on the following contents:

– To approve the amendment of the charter capital in the Articles of Association according to the actual result of the issuance of shares to increase the share capital from the owners’ equity.

– To approve additional depository registration documents and send them to the Securities Depository Center and additional listing documents and then send them to the Hanoi Stock Exchange for additional shares issued in accordance with the law.

8

14/6/2017

    The Board of Directors and the Chief of the Supervisory Board met to discuss and decide on the following contents:

– To listen to the report on business and production results in first 5 months of 2017.

– To consider adjustment of travelling expenses for officials and employees.

– To consider salary distribution for officials and employees

– To assign the leader in charge of the Electromechanical Department.

– To review the installation of management software.

9

16/08/2017

Board of Directors and Board of Supervisors meets to discuss the following contents:

• Listen to report on the business operation results of 7 months of 2017
• Approve the first dividend payment in advance of 2017: 10% in cash
• Appoint Head of Research Department
• Discuss on restructuring branch at Ung Hoa District
• Invite agencies to go aboard to visit
• Business plan at Hataphar Co. Ltd at the Southern
• Plan on renting land at Hoa Lac Industry Zone

10

06/10/2017

Board of Directors and Board of Supervisors meet to discuss on renting land at Hoa Lac Industry Zone to build production workshop

11

17/10/2017

Board of Directors and Board of Supervisors meet to discuss the following contents:

• Work on operation and human resources
• Listen to report on Project at Hoa Lac Industry Zone
• Approve increasing leasing price at Collective Zone of the company. Assign Administration Department to review and sign the whole house leasing contracts with families and individuals after reviewing

12

27/11/2017

Board of Directors and Board of Supervisors meet to discuss on business plan at Hataphar Co. Ltd at the Southern

13

26/12/2017

Board of Directors and Board of Supervisors meet to discuss the following contents:

• Approve salary for officers and staff of departments
• Decide to increase by 7% of salary, salary unit price of product from VND 160,000 to VND 170,000 from 01/2018
• Amend and supplement some contents, regulations of the company
• Build business and production plan of the company of 2018, assign targets of the first 6 months for the subsidiaries

No.

Name of connected persons/institutions

Trading account (if any)

Position of PDMR at the company (if any)

Date to become connected persons/ institutions

Date no longer connected persons/ institutions

Reasons

1

Hoang Trong Nguyen

Vice- Chair of Board of Directors

28/03/2017

Dismiss

2

Le Viet Linh

Member of Board of Directors

28/03/2017

Elect additionally

No.

Name

Trading account

Position of PDMR at the company (if any)

Shareholding at the end of the term

Shareholding percentage at the end of the term

Note

1

Le Van Lo

Chair of Board of Directors

898,818

7.154

2

Nguyen Thi Hanh

40,232

0.320

3

Le Thi Hong Viet

156,394

1.244

4

Le Anh Trung

Vice- Chair of Board of Directors

959,838

7.639

5

Nguyen Thi Minh Hau

550,000

4.377

6

Le Xuan Thang

Member of Board of Directors

1,051,230

8.367

7

Vu Thi Anh Dao

114

0.0009

8

Le Van Thanh

177,284

1.411

9

Nguyen Canh Thang

Member of Board of Directors

0

0

10

Nguyen Nhu Hoa

540,000

4.298

11

Nguyen Ba Lai

Member of Board of Directors

124,458

0.990

12

Hoang Van Tue

Member of Board of Directors

711,398

5.662

13

Le Viet Linh

Member of Board of Directors

1,060,000

8.437

14

Ngo Van Chinh

Head of Board of Supervisors

436,756

3.476

15

Ngo Thi Xuan

1,600

0.025

16

Dang Dinh Du

Member of Board of Supervisors

32,316

0.257

17

Bui Thao Nguyen

Member of Board of Supersvisors

19,656

0.156

18

Hatapharm Company

500,000

3.979

No.

Name

Relation with PDMR

Shareholding at the beginning of the term

Shareholding at the end of the term

Reason (buy, sell, transfer, dividend, bonus share…)

Share

Percentage

Share

Percentage

1

Le Van Lo

Chair of Board of Directors

349,509

5.56

898,818

7.154

buy

2

Le Thi Hong Viet

Child of Chair of Board of Directors

180,394

1.435

156,394

1.244

sell

3

Le Anh Trung

Vice- Chair of Board of Directors

383.669

6.106

959,838

7.639

buy

4

Nguyen Thi Minh Hau

Wife of Vice- Chair of Board of Directors

588,000

4.680

550,000

4.377

sell

5

Le Viet Linh

Member of Board of Directors

511,700

8.144

1,060,000

8.437

buy

6

Le Xuan Thang

Member of Board of Directors

445,615

7.092

1,051,230

8.367

buy

7

Nguyen Ba Lai

Member of Board of Directors

68,729

1.093

159,058

1.266

buy

8

Hoang Van Tue

Member of Board of Directors

159,058

1.266

124,458

0.990

sell

9

Ngo Van Chinh

Head of Board of Supervisors

345,699

5.50

711,398

5.662

buy

10

Nguyen Nhu Hoa

Wife of member of Board of Directors

203,378

3.237

436,756

3.476

buy

11

Hatapharm Company

305,100

4.856

710,000

5.651

buy

710,000

5.651

540,000

4.298

sell

542,000

4.314

500,000

3.979

sell