ENGLISH TRANSLATION COPY DIGIWORLD CORPORATION ---o0o--- No: /04-2016/HĐCĐ-DGW THE SOCIALIST REPUBLIC OF VIETNAM Independence Freedom Happiness ---o0o--- Ho Chi Minh City, April 26 th, 2016 DRAFT ANNUAL GENERAL MEETING 2016 DIGIWORLD CORPORATION - Pursuant to Law on Enterprises; - Pursuant to the Charter of Organizing and Operation of Digiworld Corporation ( the Company ); - Pursuant to Digiworld Minutes of Annual General Meeting 2016 dated 26 April 2016 DECISION ARTICLE 1. AUDITED FINANCIAL STATEMENT 2015 Acceptance and approval on the 2015 Audited Financial Statement, details as follows: Audited Financial Statement 2015 has disclosed in accordance with regulations and published on the Company s website (www.digiworld.com.vn), including: 1. Auditors Report 2. Balance Sheet dated 31 December 2015 3. Income Statement in 2015 4. Cash Flow Statement 5. Notes to the Financial Statements In which: Total Revenue 4.246.389.580.916 Net Revenue 4.203.355.744.564 Profit before tax 133.355.202.309 Profit after tax 103.570.937.437 Earnings per share (VND/share) 3.539 Current Assets 1.171.265.320.514 Non-current Assets 84.243.052.475 Total Assets 1.255.508.372.989 Liabilities 646.964.119.066 Owner s Equity 608.544.253.923 Total Resources 1.255.508.372.989 1
ARTICLE 2. THE 2015 PROFIT DISTRIBUTION PLAN Acceptance and approval on the 2015 profit distribution plan with the following financial indicators: According to the business performance in 2015 và the Audited Financial Statements, Board of Directors submit to General Meeting of Shareholders for discussing and voting the Profit distribution plan for 2015 as follows: No Financial Indicators Figure in Value 1 2 Cash Dividend: 15%/ par value Time of Implementation: 1 st Quarter/2016 Issuing bonus shares for existing shareholders: 30%/ Face Value Time of Implementation: 3 rd /4 th Quarter/2016 Percentage (%) VND billion 45,69 15% VND billion 91,38 30% Total VND billion 137,07 45% ARTICLE 3. BONUS SHARE ISSUING PLAN FOR EXISTING SHAREHOLDERS Acceptance and approval on the Bonus Share Issuing Plan for existing shareholders with the following details: 1. Issuing Entity : Digiworld Corporation 2. Type of securities : Ordinary share 3. Face value : VND 10.000 / share 4. Subject of issuance : All of the Corporation s shareholders listed in shareholder book for receiving bonus shares closing on the record date. 5. Bonus share ratio 6. Expected Number of shares issued 7. Number of shares (at par value) : : : 30% (A shareholder holding 10 shares will receive 03 more shares) 9.138.558 shares VND 91.385.580.000 (Ninety one billion, three hundred and eighty five million, five hundred and eighty thousand VND) 8. Issued Equity : From the surplus equity stated in the financial statement dated 31 December 2015. 9. Expected date of issue : In 3 rd or 4 th Quarter of 2016, Delegated to the Board of Directors to decide the exact time after receiving approval from the State Securities Commission of Viet Nam ( SSC ). 10. Plan for odd lots : The number of bonus shares issued to a shareholder will be rounded down to the closest whole number, the decimal part of the odd share (if any) will be removed. 2
E.g.: On the last day for registration to receive dividend, shareholder A had 19 shares, the number of bonus shares which A will receive is calculated according to the rate of issuing share to return divident, which is 19 x (3/10) = 5,7. After rounding, the number of shares A receives is 05 shares and the remaining 0.7 share will be omitted. 11. Target of Issuance : Bonus share for existing shareholders 12. The number of shares issued will be listed on HOSE. 13. Increase the Charter capital by the added value equal to the total par value of the number of shares issued as noted in the Share issuing result report for the SSC after the issuance is completed. 14. Authorize the Chairman of the Board of Directors to implement the increase of Charter capital on the Certificate of Business Registration from Ho Chi Minh City Department of Planning and Investment after issuing more shares. Time of implementing is no later than December 31 ʰ, 2016. ARTICLE 4. BUSINESS PLAN FOR 2016 Acceptance and approval on the Business Plan for 2016 with the following details: Amount in: Billion VND No Business Field 2015 2016 Increase/Decrease 1 Laptops & Tablets 2,226 2,316 4% 2 Smartphones 655 2,337 256,8% 3 Microsoft/Nokia 879 0 (100%) 4 Office equipment 443 737 66% 5 Digiworld Venture Subsidiary 0 40 100% Total Revenue 4,203 5,430 29% Profit before tax 133 175,3 31,8% Profit after tax 103.5 139,84 35% Annual General Meeting authorized Board of Directors based on the 2016 business performance to develop the Profit distribution plan for 2016 for submitting at the lastest Annual General Meeting. ARTICLE 5. EMPLOYMENT STOCK OWNERSHIP PLAN FOR 2016 (ESOP 2016) Acceptance and approval the Emploment Stock Ownership Plan for 2016 (Esop 2016) with the following details: The Employment Stock Ownership Plan will only be carried out when the 2016 business plan is accomplished. I. APPROVING EMPLOYMENT STOCK OWNERSHIP PLAN FOR 2016 (ESOP 2016) 1. Type of share : Ordinary share 3
2. Face value : VND 10.000 /share 3. Method of Issuance : Issuing bonus share for employees according to the list prepared by the Board of Directors. 4. Subjects of Issuing : Employees of the Company 4 The Board of Directors is authorized to produce and establish the list of employees and issuing method. 5. Present Charter Capital : VND 306.133.290.000 6. Number of outstanding shares : 30.461.860 shares 7. Expected number of shares issued: 1.5% of the number of shares circulated 8. Proposed number of ESOP shares : 456.928 shares 9. Issued Equity : From surplus share equity /undistributed profit 10. Total value of Bonus EPOS shares stated in the most recent Audited Financial Statement. At par value : VND 4.569.280.000 11. Sales Value : VND 0 12. Restrictions on Transfer : Transferring shares issued to the Company s Employees will be restricted to 50% for 01 (one) first year and the remaining 50% for the one following year from the issuance. 13. Eviction Plan : Within the transfer restricted period, if the employee resigns, gets retrenched, or commits crime, infringes the Company Regulations, which the Board of Directors considered to be severe, the shares will be evicted. And the General Shareholders Meeting will authorize the Board of Directors to decide on the appropriate action toward the evicted shares. 14. Inheritance Right : Employees listed to receive bonus shares have the right to make a will to manage their properties, leaving their properties to the lawful heir. In the case that a will is not written, the inheritance will be governed by the Lawon Inheritance. 15. Estimated time of implementation : Within 45 days after approval of the State Securities Commission of Viet Nam, and
announcement in accordance with the Regulations. II. INCREASING CHARTER CAPITAL CORRESPONDING TO THE TOTAL PAR VALUE OF ISSUED SHARES By increasing charter capital corresponding to the total par value of issued shares in accordance to guidelines stated in Section I above. III. ADDITIONAL LISTING FOR THE ISSUED BONUS SHARE By additional depository registration at Vietnam Securities Depository ( VSD ) and additional listing registration at Ho Chi Minh Stock Exchange ( HOSE ) all of the actual issued shares in BONUS ESOP 2016, after producing result of share issuance report to the SSC. IV. AUTHORIZATION OF BOARD OF DIRECTORS 1. Implementing bonus employment share ownership plan Promugating Regulation for the issuance of bonus shares to the Company s employees; Making detailed plans for the issuance; Specifying criteria, list of employees, and the number of shares distributed to each employee; Choosing an appropriate time to implement the issuance plan; handling evicted shares in the case the of employee s resigning, retrenchment, or committing crimes, infringes the Company Regulations, which the Board of Directors considered to be severe (including the distribution to other subjects with conditions and methods which are deemed inappropriate by the Board of Directors). 2. Compiling addition listing registration and addition depository registration files: approving necessary files, performing all the necessary procedures to list và register for additional depository the number of actual shares at the VSD and the HOSE; 3. Implementing modification and addition to the Company Regulations concerning changing charter capital in accordance with the actual results of the above issuance. 4. Performing all the necessary procedures to modify the Business Registration of the Company concerning changes to charter capital in accordance with the results of the above issuance at an authoritative government agency; 5. Depending on the specific situation, the Board of Director may authorize the Chief Executive Officer to perform one or more of the above tasks ARTICLE 6. REMUNERATION OF BOARD OF DIRECTORS AND SUPERVISOR BOARD IN 2016 Acceptance and approval on the Remuneration of Board of Directors and Supervisor Board in 2016. Number of members: Number of members of Board of Directors: 05 persons 5
Number of members of Supervisor Board: 03 persons Remuneration plan to the Board of Directors and Supervisor Board for 2016 Remuneration to member of the Board of Directors: VND 10,000,000 / person / month Remuneration to member of Supervisor Board: VND 5.000.000 / person / month (Note: Remuneration to the Board of Directors and Supervisory Board for 2016 specified above is only applied to members of the Board of Directors and Supervisory Board who are not salaried by Digiworld Corporation) ARTICLE 7. APPROVING LIST OF AUDIT FIRMS FOR FINANCIAL YEAR 2016 Approval on list of Audit firms and authorizing Board of Directors to select audit firm for the fianancial year 2016 based on the list of audit approved by The State Securities Commission as follows: No Audit Firm Address 1 Vietnam Ernst & Young Co. Ltd. Add: Bitexco Financial Tower 28 th floor, No. 2 Hai Trieu Street, District 1, HCM City Tel: 08 38245252 Fax: 08 38245250 2 Vietnam KPMG Co. Ltd. Add: 10 th floor, Sunwah Tower, No. 115 Nguyen Hue Street, District 1, HCM City. Tel: 08 38219266 Fax: 08 38219267 3 Vietnam Deloitte Co. Ltd. Add: 18 th floor, Times Square Building, No. 57,69F Dong Khoi Street, Ben Nghe Ward, District 1, HCM City. Tel: 08 39100751 Fax: 08 39100750 4 Vietnam Price Waterhouse Coopers Co. Ltd. Add: 8 th floor, Saigon Tower, No. 29 Le Duan Street, District 1, HCM City. Tel: 08 38230796 ARTICLE 8. APPROVING CHAIRMAN OF THE BOARD OF DIRECTORS HOLDING CHIEF EXECUTIVE OFFICER POSSITION FOR 2016 Acceptance and approval on the Chairman of the Board of Directors holding Chief Executive Officer for 2016: According to Clause 1 Article 26 of Digiworld Corporation Regulations, Chairman of the Board of Directors taking the job of General Manager must be approved annually at the Annual General Meeting. As such, the Shareholders Meeting allows the Chairman of the Board of Directors to be the General Manager in 2016. ARTICLE 9. AMENDMENT AND ADDITION FOR THE COMPANY S CHARTER Acceptance and approval on the amendments and Additions for the Company s charter as follows: 6
STT Article/Clause Existing Regulations Amendments/Additions 1 Article 12: Shareholders Obligations 2 Section c, Clause 3 Article 13 3 Section đ, Clause 3 Article 13 4 Section b, Clause 4 Article 13 5 Section c, Clause 4, Article 13 If the number of members of the Board of Directors is less than the number ruled by the Law or less than haft (1/2) of the number of members stated in this Charter. Supervisor Board may request a meeting of Shareholder Meeting if Supervisor Board has justifiable belief that members of the Board of Directors or Managers severely violates their obligations according to Article 119 of The Law on Enterprises or the Board of Directors acts or intends to act beyond its authority. In case the Board of Directors fails to convene a Annual General Meeting according to Article 13.4(a) above, within thirty (30) following days, Supervisor Board must in place of the Board of Directors convene a Annual General Meeting according to Article 97.5 of the Law on Enterprises. In case the Board of Directors fails to convene a Annual General Meeting according to Article 13.4(b) above, within thirty (30) following days, Shareholder(s) may ask according to Article 13.3(d) of this regulation to replace The Board of Directors, Supervisor Board convene a Annual General Meeting 7 Addition: Attending General Meeting of Shareholders and implementing direct voting rights or through a representative. Shareholder may make member of the Board of Directors his/her representative in the General Meeting of Shareholders. In case during the term of the Board of Directors, the number of members of the Board of Directors drops below, the number of members ruled by the current Law, or drops below one third (1/3) of the number of members stated in the Company s Charter. Supervisor Board may demand a meeting of Shareholder meeting if Supervisor Board has suspicion and evidence that members of the Board of Directors or Managers severely violates their obligations according to Article 160 of The Law on Enterprises or the Board of Directors acts or intends to act beyond its authority In case the Board of Directors fails to convene a Annual General Meeting according to Article 13.4(a) above, within thirty (30) following days, Supervisor board must in place of the Board of Directors convene a Annual General Meeting according to Article 136 Clause 5 of the Law on Enterprises, and current Legal regulations In case that the Board of Directors fails to convene a Annual General Meeting according to Article 13.4(b) above, within thirty (30) following days, Shareholder(s) may ask according to Article 13.3(d) of this regulation to replace The Board of Directors, Supervisor Board convene a Annual General Meeting according to Article 136
6 Article 14, Clause 2 7 Section p, Clause 2, Article 14 according to Article 97.6 of the Law on Enterprises. Decide to form contracts between the Company and parties specified in Article 120.1 of the Law on Enterprises with value equal to or greater than twenty percent (20%) of the total value of assets of the Company stated in the most recent audited financial report. 8 Clause 6 Enterprises. Addition: 8 Article 15 Addition: 9 Section a, Clause 2, Article 17 10 Clause 3, Article 17 of the Law on Evaluate and handle violations of the Board of Directors, Supervisor Board causing damages to the Company and its shareholders. Decide to form contracts between the Company and parties specified in Article 162 Clause 1 of the Law on Enterprises with value equal to or greater than twenty percent (20%) of the total value of assets of the Company stated in the most recent audited financial report. In case an attorney signs the representive appointment application in place of the authorizing person, the representative appointment is only valid if the representive appointment application is submitted with the authorization application for the attorney or a certified copy of that application (if no prior application was made with the Company) Addition: The list of shareholders eligible for attending the Annual General Meeting must be made no earlier than 05 days prior to the date which the invitation to the Meeting is sent Addition: 11 Article 22 Addition: Concurrently, files for Annual General Meeting must be delivered by guaranteed shipping if requested by documentation from the Company s Shareholders. The Annual General Meeting Minutes is considered to be authentic evidence for issues addressed at the Annual General Meeting unless opposing notion about the content of the minutes
12 Article 23 Addition: 13 Article 28 Addition: 14 Article 37, Clause 1 The Company must have a Supervisory Board and the Supervisory Board will have the authorities and responsibilities as stated in Article 123 of the Law on Enterprise and this Charter, mostly the following authorities and responsibilities 15 Article 45 Addition: is presented following the due process within 10 (ten) days after the minutes is published. In case shareholder(s) demand(s) the Court, or Adjudicator to nullify the resolution of the Meeting according to Article 147 of The Law on Enterprises, the above resolution would still be in effect until the Court, or Adjudicator states otherwise, except for the case temporary emergency measure is enforced by an authorized agency. 28.17. The implementation of the the Board of Directors resolution, or of a subcommittee directly under the Board of Directors, or of a person standing as a member of the the Board of Directors subcommittee is legally valid even in the event that the voting or appointing members of the subcommittee or the Board of Directors is flawed The Company must have a Supervisory Board and the Supervisory Board will have the authorities and responsibilities as stated in Article 165 of the Law on Enterprises and this Charter, mostly the following authorities and responsibilities 45.6. Institutions, individuals are free to review or duplicate the annual audited financial statement, interim, and quarter statement during the Company s office hours, at the main headquarter of the Company, having paid a reasonable fee for duplication. ARTICLE 10: THROUGH LIST AND TERM OF THE BOARD OF DIRECTORS, AND SUPERVISOR BOARD 9
Acceptance of the voting result, list of elected members of Board of Directors and Supervisor Board for term of 2016-2020 with the following details: 1. Board of Directors - Mr. Doan Hong Viet - Mrs. To Hong Trang - Mrs. Dang Kien Phuong - Mr. Tran Bao Minh - Mr. Doan Anh Quan 2. Supervisory Board - Mrs. Phan Ngoc Bich Hang - Mr. Nguyen Tuan Thanh - Mr. Hoang Thong ARTICLE 11. ACCEPTANCE OF DIGIWORLD OPERATIONS REGULATION OF BOARD OF DIRECTORS (consisting of 4 Chapters and 17 Articles) ARTICLE 12. ACCEPTANCE OF DIGIWORLD OPERATIONS REGULATION OF SUPERVISORY BOARD (consisting of 5 Chapters and 14 Articles) ARTICLE 13. IMPLEMENTATION OF DECISIONS The above decisions are through at Annual General Meeting and come to effect from the date of signing. General Shareholders Meeting agreed to authorize Board of Directors the responsiblility for implementing the tasks set out in this Decision. This Decision is made of 3 original copies and archived at the Company s Headquarter. To: - Shareholders; - The State Securities Commission, HOSE (CBTT); - Company s website; - For Archive. FOR & ON BEHALF OF SHAREHOLDERS MEETING CHAIRMAN DOAN HONG VIET 10