SED: Corporate Governance Report of the (first 06 months of 2018)

No.

Resolution/Decision No.

Date

Contents

1

21/NQ-SED

16/04/2018

Article 1: Approve the report on operation of Board of Directors of 2017 and operation plan of 2018

Article 2: Approve the report on result of business and production operations of Board of General Managers of 2017 and business plan of 2018

Article 3: Approve the report on operations of Board of Supervisors

Article 4: Approve the audited financial statement of 2017

Article 5: Approve the business plan and investment plan of 2018

Article 6: Approve the plan on profit distribution of 2017 and plan on profit distribution of 2018

Article 7: Approve the settlement on remuneration of Board of Directors and Board of Supervisors of 2017 and plan of 2018

Article 8: Approve selecting an auditing institution for the financial statement of 2018

Article 9: Approve amending the Charter of the Company

Article 10: Approve issuing the administration regulation of the Company

Article 11: Approve dismissing and electing additionally members of Board of Directors

Article 12: Elect additionally members of Board of Directors

No.

Members of Board of Directors until 16/04/2018

Title

Attendance

Rate

Reasons for not attending

1

Tran Thi Kim Nhung

Chair of Board of Directors

5/5

100%

2

Le Huy

Vice- Chair of Board of Directors

5/5

100%

3

Tran Le Quang

Member of Board of Directors

5/5

100%

4

Le Phuong Mai

Member of Board of Directors

5/5

100%

5

Ngo Tran Nha Thy

Member of Board of Directors

3/5

60%

No.

Members of Board of Directors until 16/04/2018

Title

Attendance

Rate

Reasons for not attending

1

Tran Thi Kim Nhung

Chair of Board of Directors

2/2

100%

2

Le Huy

Vice- Chair of Board of Directors

2/2

100%

3

Tran Le Quang

Member of Board of Directors

2/2

100%

4

Le Phuong Mai

Member of Board of Directors

2/2

100%

5

Bui Thu Giang 

Member of Board of Directors

2/2

60%

No.

Resolution / Decision No.

Date

Content

1

02/NQ-HDQT

02/01/2018

Problem 1: Business plan of Q.IV and year 2017

• Board of Directors approves the result of business and production operations of Q.IV and year 2017

Problem 2: Business plan of 2018

• Board of Directors approves the business plan of 2018

Problem 3: Purchase and construct warehouse of the Company

• Board of Directors approves the procedures of land purchase at Tan Phu Industrial Zone, District 12, Ho Chi Minh City. At the same time, Board of Directors requires Executive Board to implement the plan on constructing warehouse to give in operation at the end of year 2018
• Board of Directors assigns Executive Board of the Company to implement the problems of this Resolution

2

04/NQ-HDQT

18/01/2018

Board of Directors approves the holding of Annual General Meeting of Shareholders of 2018 as follows:

1. Time: Monday, 16/04/2018
2. Place: Hall of Floor 4, No.231 Nguyen Van Cu, Ward 4, District 5, Ho Chi Minh City
3. Record date: 23/03/2018
4. Contents:

• Report of Board of Directors and Executive Board on result of business and production operation of 2017; Approve the business plan of 2018
• Report of Board of Supervisors on the financial statement of 2017
• Approve the plan on profit distribution of 2018 and funds
• Other contents belonging to General Meeting of Shareholders’ authority
• Board of Directors assigns Executive Board to implement the contents of this Resolution.

3

06/NQ-HDQT

19/03/2018

Board of Directors approves the following contents:

Problem 1: For the result of business and production operation of Q.I/2018

• Board of Directors approves the result of business and production operations of Q.I/2018

Problem 2: Plan of Q.II/2018

• Board of Directors approves the plan of Q.II/2018
• Board of Directors approves the resignation letter and implements the procedures so that Mrs. Tran Nha Thyresigns the position Vice- General Manager of Phuong Nam Education Investment and Development Joint Stock Company

Problem 3: Project on constructing book and supplies warehouse and plan on purchasing office of the Company

• Board of Directors approves assigning Executive Board to implement the works which relate to the project on constructing book and supplies warehouse at Tan Phu Trung Industrial Zone, Cu Chi, Ho Chi Minh City following the regulation.
• Board of Directors approves the policy on assigning Executive Board to find place for office of the Company

Problem 4: Prepare to hold Annual General Meeting of Shareholders of 2018: Board of Directors approves assigning Executive Board to prepare the contents of Annual General Meeting of Shareholders of 2018, submit Board of Directors to approve and report major shareholders before 31/03/2018

Board of Directors assigns Executive Board to implement the contents of this Resolution 

4

09/NQ-HDQT

29/03/2018

Board of Directors approves the resignation letter from the position member of Board of Directors of Mrs. Ngo Tran Nha Thy and implements the procedures in the meeting of General Meeting of Shareholders on 16/04/2018

Board of Directors assigns Executive Board to implement the contents of this Resolution

5

11/NQ-HDQT

13/04/2018

Board of Directors approves the following problems:

• Focus to complete Annual General Meeting of Shareholders of 2018
• Warehouse of supplies and reference

+ Move warehouse of supplies and reference to new warehouse at 44C Route 1A, Di An Binh Duong before 30/04/2018. Continue negotiating with Leaders of National Academy of Public Administration Area II to continue renting land until the end of 05/2018

+ Implement the procedures of liquidating supplies of workshop at No.99 Man Thien to return land for National Academy of Public Administration II

Board of Directors assigns Executive Board to implement the contents of this Resolution

6

13/NQ-HDQT

09/05/2018

• Board of Directors approves selecting AAC Auditing and Accounting Co. Ltd to audit the financial statement of 2018 of the Company

Board of Directors assigns Executive Board to implement the contents of this Resolution

7

23/NQ-HDQT

27/06/2018

Board of Directors approves the following contents:

Problem 1: For the result of business and production operation of Q.II/2018 and the first 6 months of 2018 of the Company

• Board of Directors approves the result of business and production operation of Q.II/2018 and the first 6 months of 2018 of the Company

Problem 2: Plan of Q.III/2018

• Board of Directors approves the plan of Q.III/2018 and the end 6 months of 2018, in which concentrate human resources to complete the targets of business plan of 2018 following the General Mandate

Board of Directors assigns Executive Board to implement the contents of this Resolution

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

Tran Thi Kim Nhung

Chair of Board of Directors

26/05/2017

2

Le Huy

General Manager

26/05/2017

3

Ngo Tran Nha Thy

Member of Board of Directors cum Vice- General Manager

26/05/2017

16/04/2018

4

Le Phuong Mai

Member of Board of Directors cum Chief Accountant

26/05/2017

5

Tran Le Quang

Member of Board of Directors

26/05/2017

6

Bui Thu Giang

Member of Board of Directors

16/04/2018

7

Mai Ngoc Lien

Vice- General Manager

26/05/2017

8

Do Linh

26/05/2017

16/04/2018

Husband of Mrs. Thy

9

Ngo Doan Trong Nghia

26/05/2017

16/04/2018

Younger brother of Mrs. Thy

10

Tran Bao Ngoc

26/05/2017

Child of Mrs. Nhung

11

Nguyen Thi Chanh

Head of Board of Supervisors

26/05/2017

12

Do Thi Phuong Thao

Member of Board of Supervisors

26/05/2017

13

Doan Xuan Linh

Member of Board of Supervisors

26/05/2017

14

Nguyen Thi Phuong Thao

26/05/2017

Wife of Mr. Le Huy

15

Nguyen Viet Dung

16/04/2018

Husband of Mrs. Giang 

16

Ngo Lam Thanh

26/05/2017

Husband of Mrs. Mai 

17

Le Thi Tuyet Trinh

26/05/2017

Wife of Mr. Quang

18

Tran Ba Dong

26/05/2017

Husband of Mrs. Nhung

19

Tran Hong Ngoc

26/05/2017

Child of Mrs. Nhung

20

Do Nhat Minh

26/05/2017

Child of Mrs. Lien

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

Tran Thi Kim Nhung

Chair of Board of Directors

30,000

0.3

2

Le Huy

General Manager

0.0

0.0

3

Ngo Tran Nha Thy

Member of Board of Directors cum Vice- General Manager

7,200

0.072

4

Le Phuong Mai

Member of Board of Directors cum Chief Accountant

25,000

0.25

5

Tran Le Quang

Member of Board of Directors

0.0

0.0

6

Bui Thu Giang

Member of Board of Directors

9,200

0.092

7

Mai Ngoc Lien

Vice- General Manager

10,500

0.105

8

Do Linh

3,000

0.03

9

Ngo Doan Trong Nghia

8,100

0.081

10

Tran Bao Ngoc

18,600

0.186

Child of Mrs. Nhung

11

Nguyen Thi Chanh

Head of Board of Supervisors

8,000

0.08

12

Do Thi Phuong Thao

Member of Board of Supervisors

3,000

0.08

13

Doan Xuan Linh

Member of Board of Supervisors

0.0

0.0

14

Nguyen Thi Phuong Thao

26/05/2017

0.0

Wife of Mr. Le Huy

15

Nguyen Viet Dung

26/05/2017

0.0

Husband of Mrs. Giang 

16

Ngo Lam Thanh

26/05/2017

0.0

Husband of Mrs. Mai 

17

Le Thi Tuyet Trinh

26/05/2017

0.0

Wife of Mr. Quang

18

Tran Ba Dong

26/05/2017

0.0

Husband of Mrs. Nhung

19

Tran Hong Ngoc

26/05/2017

0.0

Child of Mrs. Nhung

20

Do Nhat Minh

0.0

Child of Mrs. Lien

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