Tiếng Việt
普通话
CORPORATE GOVERNANCE
(The year 2017)
Company: Tri Viet Management Investment Joint Stock Company
Address: 142 Doi Can, Ba Dinh, Ha Noi
Tel: 04 3722 4999 Fax: 04 6273 2058
Email: Tcorp@tcorp.vn
Charter capital: VND 368,886,300,000
Stock code: TVC
I. Activities of annual General Meeting of Shareholders
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No.
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Board Resolution No.
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Date
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Contents
|
|
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01/2017/NQ-ĐHĐCĐ/TVC
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14 Apr 2017
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Article 1: Approve the business result 2016 and the plan 2017 of Management Board
Article 2: Approve the operational report 2016 and the orientation 2017 of Board of Directors
Article 3: Approve the operational report 2016 of Supervisory Board
Article 4: Approve the financial statement 2016 audited by TTP Auditing Limited Company
Article 5: Approve authorizing Board of Directors to select audit unit for year 2017
1. TTP Auditing Limited Company
2. Deloitte Vietnam Limited Company
In case of failure to negotiate with these companies, General Meeting of Shareholders authorizes Board of Directors to select other units in the list of companies allowed by SSC to audit listing companies.
Article 6: Approve distributing profit 2016
Article7: Approve paying remuneration 2016 to Board of Directors and Supervisory Board and the plan on paying remuneration 2017
In 2016, Board of Directors and Supervisory Board did not receive remuneration and bonus because of not completing the business plan.
In 2017, Board of Directors will receive remuneration and bonus if the Company completes the plan and the average EPS is VND 1,016 per share.
Article 8: Approve the report on using the proceeds from share issuances 2016
Article 9: Approve the plan on issuing shares to increase charter capital
2. Plan on using the proceeds
3. Authorize Board of Directors to:
– Build the list and determine the number of shares that investors can buy
– Amend and supplement contents in the issuance plan as requested by authorities
– Implement necessary procedures according to law regulations
– Deposit and list new shares according to law regulations
– Amend the charter and change the business registration certificate
Article 10: Approve the plan on contributing capital to establish and investing to control available real estate business
Article 11: Approve renaming the Company into Tri Viet Corporation
Article 12: Approve changing the governance structure
Article 13: Approve appointing the additional independent member of Board of Directors
1. Appoint Mr. Nguyen Phi Khanh as the independent member of Board of Directors of term 2016 – 2020
2. Board of Directors of term 2016 – 2020 includes 6 members:
– Mr. Pham Thanh Tung – Chairman
– Mr. Do Thanh Ha – Member cum General Manager
– Mr. Nguyen Trung Kien – Member
– Ms. Phan Van Ha – Independent member
– Mr. Quach Manh Hao – Independent member
– Mr. Nguyen Phi Khanh – Independent member
Article 14: Approve the plan on changing the legal representative
1. Before change: Mr. Do Thanh Ha – General Manager
2. After change: Mr. Pham Thanh Tung – Chairman of Board of Directors
3. General Meeting of Shareholders authorizes Board of Directors and Management Board to implement necessary procedures for the change according to law regulations.
Article 15: Approve the report of General Meeting of Shareholders on the private placement plan 2016
Article 16: Approve the plan on amending and supplementing the Charter
Article 17: Implementation
This mandate is approved by General Meeting of Shareholders and comes into effect from the date of signature.
Board of Directors, Management Board and related departments are responsible for implementation.
|
|
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02/2017/NQ-ĐHĐCĐ/TVC
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30 Jun 2017
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Change in name of the Company
Adjust Charter
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II. BOD activities
Meetings
|
No
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Name
|
Title
|
Attendance
|
Rate
|
Reason for not attending
|
|
1
|
Pham Thanh Tung
|
Chairman of the Board
|
11
|
100%
|
|
|
2
|
Do Thanh Ha
|
Vice Chairman of the Board
|
11
|
100%
|
|
|
3
|
Phan Van Ha
|
Independent Member of the Board
|
11
|
90.9%
|
|
|
4
|
Quach Manh Hao
|
Independent Member of the Board
|
10
|
100%
|
|
|
5
|
Nguyen Trung Kien
|
Member of the Board
|
11
|
100%
|
|
|
6
|
Nguyen Phi Khanh
|
Independent Member of the Board
|
11
|
100%
|
|
II. Board Resolutions
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No
|
Board Resolution/Decision No.
|
Date
|
Contents
|
|
1
|
01/2017/NQ-HDQT/TVC
|
13/02/2017
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– Approve holding the 2017 annual general meeting of shareholders
|
|
2
|
02/2017/NQ-HDQT/TVC
|
11/05/2017
|
– Approve implementing the plan on issuing shares to pay the 2016 dividend
|
|
3
|
03/2017/NQ-HDQT/TVC
|
30/05/2017
|
– Approve consulting shareholders’ opinion in writing
|
|
4
|
04/2017/NQ-HDQT/TVC
|
13/06/2017
|
– Approve implementing the plan on establishing the real estate company
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|
5
|
01/2017/NQ-HDQT/TVC
|
05/07/2017
|
Complete personnel
|
|
6
|
02/2017/NQ-HDQT/TVC
|
08/08/2017
|
Change in business registration and adjust Charter
|
|
7
|
03/2017/NQ-HDQT/TVC
|
09/08/2017
|
Redemption of shares under ESOP
|
|
8
|
04/2017/NQ-HDQT/TVC
|
26/09/2017
|
Invest to establish Tri Viet Real Estate JSC
|
|
9
|
05/2017/NQ-HDQT/TVC
|
21/09/2017
|
Guarantee for cooperation products
|
|
10
|
06/2017/NQ-HDQT/TVC
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0/11/2017
|
Sell shares of TVC at the subsidiary
|
|
11
|
07/2017/NQ-HDQT/TVC
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2/512/2017
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Consult shareholders via a ballot
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IV. Board of Supervisors
1. Information on members of Board of Supervisors
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No.
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Member of Board of Supervisors
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Title
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Attendance
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Rate
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Reason for not attending
|
|
1
|
Ms. Nguyen Thi Thom
|
Chief of BOS
|
|
|
Dismissed
|
|
2
|
Ms. Ta Thi Thu Thao
|
Member of BOS
|
|
|
Dismissed
|
|
3
|
Ms. Cao Thi Thuy
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Member of BOS
|
|
|
Dismissed
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V. Change in connected persons/ institutions
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No.
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Name of connected persons/institutions
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Trading account (if any)
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Position of PDMR at the company (if any)
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Date to become connected persons/ institutions
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Date no longer connected persons/ institutions
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Reasons
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|
1
|
Pham Thanh Tung
|
|
Chairman
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29/03/2014
|
|
|
|
2
|
Do Thanh Ha
|
|
Vice Chairman of BOD
|
05/07/2017
|
|
|
|
3
|
Phan Van Ha
|
|
Independent Member of the Board
|
14/04/2017
|
|
|
|
4
|
Quach Manh Hao
|
|
Independent Member of the Board
|
14/04/2017
|
|
|
|
5
|
Nguyen Trung Kien
|
|
Member of BOD
|
22/12/2014
|
|
|
|
6
|
Nguyen Phi Khanh
|
|
Independent Member of the Board
|
14/04/2017
|
|
|
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7
|
Nguyen Thi Thom
|
|
Chief of Supervisory Board
|
|
14/04/2017
|
|
|
8
|
Ta Thi Thu Thao
|
|
Member of Supervisory Board
|
|
14/04/2017
|
|
|
9
|
Cao Thi Thuy
|
|
Member of Supervisory Board
|
|
14/04/2017
|
|
|
10
|
Phan Doan Vinh
|
|
General Manager
|
05/07/2017
|
|
|
|
11
|
Nguyen Duc Tung
|
|
Chief Accountant
|
17/10/2016
|
|
|
VI. Transactions of PDMRs and connected persons/ institutions:
- List of PDMRs and connected persons/ institutions
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No.
|
Name
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Trading account (if any)
|
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
|
Pham Thanh Tung
|
|
Chair of the Board
|
1,356,250
|
3.39%
|
|
|
|
Pham Thanh Truc
|
|
Connected person
|
2,170
|
0.005
|
|
|
|
Tung Tri Viet Co., Ltd
|
|
|
4,726,151
|
11.81
|
|
|
2
|
Do Thanh Ha
|
|
Chair of the Board
|
124,775
|
0.31
|
|
|
|
Do Thanh Qua
|
|
Connected person
|
1,085
|
0.003
|
|
|
|
Luu Thi Luyen
|
|
Connected person
|
1,085
|
0.003
|
|
|
|
Le Thanh Nga
|
|
Connected person
|
1,085
|
0.003
|
|
|
3
|
Pham Van Ha
|
|
Independent Member of Board of Director
|
0
|
0
|
|
|
4
|
Quach Manh Hao
|
|
Independent Member of the Board
|
0
|
0
|
|
|
5
|
Nguyen Trung Kien
|
|
Member of Board of Director
|
0
|
0
|
|
|
6
|
Nguyen Phi Khanh
|
|
Independent Member of the Board
|
0
|
0
|
|
|
7
|
Phan Doan Vinh
|
|
General Manager
|
86,800
|
0.22%
|
|
|
8
|
Nguyen Duc Tung
|
|
Chief Accountant
|
3,255
|
0.008%
|
|
|
|
Nguyen Duc Nghia
|
|
|
1,085
|
0.003%
|
|
|
9
|
Nguyen Thi Thom
|
|
Chief of Supervisory Board
|
0
|
0%
|
|
|
10
|
Ta Thi Thu Thao
|
|
Member of Supervisory Board
|
0
|
0%
|
|
|
11
|
Cao Thi Thuy
|
|
Member of Supervisory Board
|
0
|
0%
|
|
2. Transactions of PDMRs and connected persons
|
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
|
Nguyen Trung Kien
|
PDMR
|
0
|
0%
|
0
|
0.00%
|
|
|
2
|
Phan Doan Vinh
|
PDMR
|
180,000
|
0.488%
|
80,000
|
0.22%
|
Sell shares and receive bonus shares
|
|
3
|
Tung Tri Viet Limited
|
Connected person
|
2,400,000
|
6.506%
|
3,335,900
|
9.043%
|
Purchase shares and receive bonus shares
|
|
4
|
Pham Thanh Tung
|
PDMR
|
900,000
|
2.44%
|
1,356,250
|
3.39%
|
Purchase shares and receive bonus shares
|
|
5
|
Do Thanh Ha
|
PDMR
|
215,000
|
0.583%
|
124,775
|
0.31%
|
Sell shares and receive bonus shares
|
2. Transaction: None
3. Other transaction: None
VII. Other issues: None