CORPORATE GOVERNANCE REPORT (FIRST 6 MONTHS OF 2015)

Transcription

1 DIGIWORLD CORPORATION SOCIALIST REBUPLIC OF VIETNAM Independence - Freedom - Happiness ---o0o--- : 16/ /HĐQT-DGW Ho Chi Minh, July 22, 2015 CORPORATE GOVERNANCE REPORT (FIRST 6 MONTHS OF 2015) To: STATE SECURITIES COMMISSION OF VIETNAM HO CHI MINH STOCK EXCHANGE - Name of listed company: DIGIWORLD CORPORATION - Head office address: 8th Floor, Nam A Bank Building, Cach Mang Thang 8, Ward 4, District 3, Ho Chi Minh City, Vietnam - Phone: (84 8) Fax: (84 8) Chartered Capital: dong - Stock Code: DGW I. Board of Directors activities: 1. Board of Directors' meetings In the first six months of 2015, Digiworld's Board of Directors (BOD) arranged the meetings on February 12, March 6 & 27, April 1,9 & 21, June 3, 8 & 15 for the implementation of: - Issuance of the bonus shares under the employee-owner program - Strategies of trading treasury shares - Dismissal of a member from the Board of Directors - Approval on organizing and agenda for Annual General Meeting Increase in charter capital - Approval on the issues related to stock registration and listing, information disclosure policy and internal corporate governance - Approval on the establishment of Digiworld Venture One Member Limited Company and the assignation of representative to manage the contributed capital BOD MEMBERS POSITION NUMBER OF PARTICIPATED MEETING RATIO 1 Mr. Đoàn Hồng Việt Chairman % 2 Ms. Đặng Kiện Phương Member % 3 Ms. Tô Hồng Trang Member % 4 Mr. Đoàn Anh Quân Member 13 92,85% 5 Mr. Trần Bảo Minh Member 12 85,71% NOTE

2 2. The supervisory activities of BOD with BOM: On the basis of Digiworld business results in 2015, the BOD assessed the BOM's performance in proceeding the resolutions approved in AGM FY2015. II. Issues approved in the resolutions of the Board of Directors TT Sô nghi quyê t Nga y Nôị dung 1 06/2015/NQ-TGS 12/02/2015 Distribution of shares issued by the withdrawal from ESOP 2 03/2015/NQ-TGS 6/03/2015 Approval regulations on ESOP issuance 3 16/2015/NQ-TGS 27/03/2015 Distribution of shares left over from ESOP issuance 4 08/2015/NQ-TGS 1/04/2015 Change of Treasury Share Trade Plan 5 10/2015/NQ-TGS 9/04/2015 Dismissal of Me. Hoang Tung from the Board of Directors 6 13/2015/ NQ-TGS 14/4/2015 Extension of the time to hold AGM FY /2015/NQ-TGS 21/04/2015 Holding of AGM FY /06/2015 BOD's resolution in the 16 th Charter capital increase 9 02/ /HĐQT- 8/06/2015 Approval of stock listing issues DGW 10 03/ /HĐQT- 8/06/2015 Regulations on information disclosure DGW 11 04/ /HĐQT- 8/06/2015 Regulations on corporate governance DGW 12 05/ /HĐQT- DGW 9/06/2015 Approval of matters regarding stock registration 13 15/ /HĐQT- 15/06/2015 Establishment of Digiworld Venture One DGW Member Limited Company and the assignation of representative to manage the contributed capital III. Change in list of related persons of the listed company in accordance with Clause 34, Article 6, Law of Securities: IV. Transactions conducted by and related persons

3 1. List of and related persons:

4 Name of Individual/Institution Position in the listed company te 1 Đoàn Hồng Việt Chairman and General Director ,39% Selfownership Tô Hồng Trang Member of BOB and Deputy General Director Spouse ,45% Đoàn Minh Son 0 0% Đoàn Anh Quân Member of BOD Brother ,59% Đoàn Yến Father 0 0% Passed away Đào Thị Bích Ngọc Mother 0 0% Created Future Co. Ltd. Chairman of the Members' Council ,31% Ownership representative 2 Tô Hồng Trang Member of BOB and Deputy General Director ,45% Đoàn Hồng Việt Chairman and General Directorc Spouse ,39% Self-ownership Đoàn Minh Child 0 0% Tô Mỹ Mỹ Older Sister Tô Tiểu Ngọc Older Sister ,02% Tô Tiểu Yến Older Sister ,01% Tô Tiểu Linh Older Sister 0 0%

5 Name of Individual/Institution Position in the listed company te Tô Hoa Khải Father Tần Lệ Quỳnh Mother Created Future Co. Ltd. Chairman of the Members' Council 8,800,000 37,31% Ownership representative 3. Đặng Kiện Phương Member of BOB and Deputy General Director 1,732, % Mai Phan Việt Hùng Spouse 0 0% Divorced Mai Phan Nhật Huy Son 0 0% Mai Phan Nhật Vy Daughter 0 0% Đặng Kiện Trung Older Brother 0 0% Đặng Kiện Phát Older Brother 0 0% Đặng Kiện Mỹ Oder Sister 0 0% Đặng Kiện Dung Younger Sister 0 0% Đặng Kiện Hưng Younger Brother 0 0% Đặng Hải Father 0 0% Huỳnh Ánh Mother 0 0%

6 Name of Individual/Institution Position in the listed company te 4. Trần Bảo Minh Independent Member of BOB 0 0% Nguyễn Thị Ngọc Anh Spouse 0 0% Trần Quế Anh Daughter 0 0% Trần Bảo Vinh Older Brother 0 0% Trần Linh Father 0 0% Ngũ Lê Tín Mother 0 0% ICP Co. Ltd General Director 0 0% 5. Đoàn Anh Quân Member of BOD 1,407, % Đoàn Ngọc Thu Spouse 0 0% Lê Hoài Anh Spouse 0 0% Đoàn Anh Quang Son 0 0% Đoàn Minh Hoàng Younger Brother 0 0% Đoàn Hồng Việt Younger Brother 0 0% Đoàn Yến Father 0 0%

7 Name of Individual/Institution Position in the listed company te Đào thị Bích Ngọc Mother 0 0% 6. Hoàng Thông Head of Supervisory Board 0 0% Siraya Thapanangkun Spouse 0 0% Hoàng Nguyện Trúc Son 0 0% Hoàng Thế Tùng Son 0 0% Hoàng Thạch Tỉnh Son 0 0% Hoàng Nam Older Brother 0 0% Hoàng Thị Tâm Bắc Older Sister 0 0% Hoàng Giang Long Father 0 0% Nguyễn Thị Ngà Mother 0 0% Công ty Stone International Chess Education General Drector 0 0% Superbrain Education Corporation 7. Nguyễn Tuấn Thành Member of Supervisory Board Chairman 0 0% 5, %

8 Nguyễn Thị Như Thơ Spouse 0 0% Name of Individual/Institution Position in the listed company te Nguyễn Ngọc Như Phi Daughter 0 0% Nguyễn Ngọc Yến Phi Daughter 0 0% Nguyễn Thị Phương Khanh Younger sister 0 0% Nguyễn Tuấn Đạt Older brother 0 0% Nguyễn Văn Mậu Father 0 0% Chu Thị Nở Mother 0 0% 8. Phan Ngọc Bích Hằng Member of Supervisor Board 298, % Nguyễn Đức Trí Spouse 0 0% Nguyễn Đức Huy Son 0 0% Nguyễn Gia Huy Son 0 0% Phan Ngọc Thúy Hằng Younger sister 0 0% Phan Ngọc Ẩn Father 0 0% Nguyễn Thị Phùng Mother 0 0%

9 Name of Individual/Institution Position in the listed company te 9. Võ Xuân Huy Chief Accountant Chief Accountant % Võ Xuân Kiều Father 0 0% Nguyễn Thị Kim Đồng Mother 0 0% Võ Diệu Xuân Quỳnh Older sister 0 0% Võ Xuân Phong Older brother 0 0%

10 2. Stock Transaction: TT Transactor 1 Phan Ngọc Bích Hằng Relationship with internal shareholder Member of Supervisory Board. of shares owned at the beginning of the period. of shares owned at the end of the period Reason for increase/decrease Sô CP Ty lê Sô CP Ty lê 449, % 229, % Share transfer Chairman of BOD Đoàn Hồng Việt