DIGIWORLD CORPORATION SOCIALIST REPUBLIC OF VIETNAM Independence Freedom - Happiness ---o0o--- No.: 03/01-2016/HĐQT/ TP.HCM, January 25 th 2016 CORPORATE GOVERNANCE REPORT 2015 To : STATE SECURITIES COMMISSION OF VIETNAM HOCHIMINH STOCK EXCHANGE - Name of listed company: DIGIWORLD CORPORATION - Head office address: 8th Floor, Nam A Bank Building, No. 201-203 Cach Mang Thang 8, Ward 4, District 3, Ho Chi Minh City, Vietnam - Phone: (84 8) 3929 0059 Fax: (84 8) 3929 0060 - Chartered Capital: 306.133.290.000 dong - Stock Code: I. Board of Directors Activities: 1. Board of Directors Meetings: In 2015, Digiworld Board of Directors attended the meetings for the implementation of - Issuance of the bonus shares under the program for employees - Methods of trading treasury share - Dismissal of a member from Board of Directors - Approval on organizing and agenda for Annual General Meeting 2015 - Increase charter capital from 108 billion dong up to 235.8 billion dong - Approval on the issues related to stock registration and listing, information disclosure policy and internal control policies issuance. - Approval on Digiworld Venture One Member Limited Company establishment and assigning a representative to manage the contributed capital. - Dismissal of Ms. Phan Ngoc Bich Hang from BOD secretary - Agreement on listing price - Approval of dividends payment by shares and in cash for current shareholders taken from 2014 revenue - Closing shareholder book for 2014 dividends - Increase the chartered capital from 235.8 billion VND up to 306 billion VND No BOD MEMBERS POSITION NUMBER OF PARTICIPATED MEETING RATIO 1 Mr. Đoàn Hồng Việt Chairman 14 100% 2 Ms. Đặng Kiện Phương Member 14 100% NOTE
3 Ms. Tô Hồng Trang Member 14 100% 4 Mr. Đoàn Anh Quân Member 13 92,85% 5 Mr. Trần Bảo Minh Member 12 85,71% 2. The supervisory activity of the BOD with BOM: In 2015, Board of Director has approved the Resolutions in company s business performance and assigned Board of Management to proceed these resolutions. Besides, Board of Directors also takes part in the process of: - Holding Annual General Meeting 2015 - Listing Digiworld s stock on HOSE - Paying dividends of 2014 in cash (1000 VND per share) and by shares (3 new shares for every 10 existing shares) for current shareholders - Increasing Company s Chartered Capital 3. Activities of sub-departments under the Board of Directors: unformed 4. The Resolutions adopted by BOD No. Resolution No. Date Contents 1 06/2015/NQ-TGS 12/02/2015 Distributing stocks issued by the withdrawal from ESOP 2 03/2015/NQ-TGS 06/03/2015 Approved regulations on ESOP. 3 16/2015/NQ-TGS 27/03/2015 Issue the quantity of shares left over from ESOP issuance 4 08/2015/NQ-TGS 01/04/2015 Change of Treasury Share Trade Plan 5 10/2015/NQ-TGS 09/04/2015 Dismiss Mr. Hoang Tung s Board member postition 6 13/2015/ NQ- TGS 14/04/2015 Extend of time to hold 2015 Annual General Meeting 7 18/2015/NQ-TGS 21/04/2015 Holding of 2015 Annual General Meeting 8 03/06/2015 BOD resolution in the 16 th increase of chartered capital 9 02/06-08/06/2015 Approved on listing stock issues 10 03/06-08/06/2015 Regulations on information disclosure 11 04/06-08/06/2015 Regulations on corporate governance 12 05/06-09/06/2015 Approved the issues of stock registration
No. Resolution No. Date Contents 13 15/06-14 09/07-15 15/07-16 02/09-17 04/09-18 04/10-15/06/2015 Establishment of Digiworld Venture One Member Limited Company 06/07/2015 Dismiss Ms. Phan Ngoc Bich Hang s Board secretary position 22/07/2015 Approved on Digiworld Corp. s listed price 16/09/2015 2014 dividends payment plan 21/09/2015 Shareholder book closing for 2014 dividends 28/10/2015 Change of Charter Capital from 235,8 billion to 306 billion II. Changes of list of related persons of Public Enterprises in accordance with Clause 34, Article 6, Law on Securities: No. On April 9 th 2015, Digiworld Corp. s Board of Director has approved on Decision on Board member dismissal to Mr. Hoang Tung. List of internal shareholders and related persons from April 9 th 2015: Name of Individual/ Institution Account for Stock Transaction (If any) 1 Hoàng Tùng No Internal Sharehol der/ Relations hip with Internal sharehol der Member of the BOD Gender 1,1 Vũ Thị Thanh Hà No Spouse Female 1,2 Hoàng Tùng Anh No Son Male 1,3 Hoàng Vũ Tùng Chi No Daughter End date of being related persons Male 9/4/2015 Female 1,4 Hoàng Hải Thịnh No Brother Male 1,5 Hoàng Văn Mai No 1,6 Nguyễn Thị Phương No Father Mother Male Female III. Transactions of internal shareholders and related persons
1. List of internal shareholders and related persons: (Attached file) 2. Share transactions: No. Transactor 1 Phan Ngọc Bích Hằng Member of Board Supervisory 2 Đặng Kiện Phương Member of BOD 3 Đoàn Hồng Việt Chairman of BOD Relationship with Internal shareholder Number of shares owned at the beginning of the period Sô CP Number of shares Ty lê Ratio Number of shares owned at the end of the Sô CP period Number of shares Ty lê Ratio 449.900 1,91% 229.900 0,97% Share Reasons for increase/dec rease transferring 1.308.670 5,58% 1.332.850 5,69% Investing 1.035.210 4,42% 1.075.210 4,59% Investing 4 Tô Tiểu Yến Older sister 2.640 0,01% 2.840 0,01% Investing 5 Tô Tiểu Ngọc Older sister 6.006 0,02% 6.506 0,02% Investing IV. Others - Company was officially listed on HoChiMinh Stock Exchange with the stock code:. The first trade date is August 03 rd 2015 - On August 19 th 2015, PYN Fund reported on purchasing 1.290.870 shares from, increasing the number of their shares in up to 2.355.870 shares, equivalent to 10.05% - In 2015, has paid the dividends 2014 for the existing shareholders with the ratio: 10% in cash (1.000 VND per share). Payment date is October 26 th 2015 30% share (3 new shares for every 10 existing shares). The charter capital is increased from 235,8 billion to 306 billion. Pay date is on November 9 th 2015. CHAIRMAN OF BOD
Đoàn Hồng Việt