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DNC: Annual Corporate Governance Report 2013
CORPORATE GOVERNANCE
(2013)
Company: Hai
Phong Electricity Water Machine Assembly Joint Stock
Address: 34
Thien Loi Street, Nghia Xa Ward, Le Chan District, Hai Phong City
Tel.: 0313
856209
Fax: 0313
785759
Charter
capital: VND 21,996,970,000
Stock
code: DNC
I. BOD Activities (2013)
1. Meetings:
1.1. From January to April of 2013
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No.
|
Members of BOD
|
Title
|
Attendance
|
Rate
|
Reasons for not attending
|
|
1
|
Mr. Nguyen Van Duyen
|
Chair of BOD
|
1
|
100%
|
|
|
2
|
Mr. Nguyen Huu Dieu
|
Deputy Chair of BOD
|
1
|
100%
|
|
|
3
|
Mr. Do Huy Dat
|
Member
of BOD
|
1
|
100%
|
|
|
4
|
Mr. Le Huu Canh
|
Member
of BOD
|
1
|
100%
|
|
|
5
|
Mr. Nguyen van Thao
|
Member
of BOD
|
1
|
100%
|
|
|
6
|
Mr. Nguyen Hong Hai
|
Member
of BOD
|
1
|
100%
|
|
|
7
|
Mrs. Pham thanh Hoa
|
Member
of BOD
|
1
|
100%
|
|
1.2. From May to June of 2013
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No.
|
Members of BOD
|
Title
|
Attendance
|
Rate
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Reasons for not attending
|
|
1
|
Mr.s Pham Thanh Hoa
|
Chair of BOD
|
5
|
100%
|
|
|
2
|
Mr. Le Anh Dao
|
Deputy Chair of BOD
|
5
|
100%
|
|
|
3
|
Mr. Do Huy Dat
|
Member
of BOD
|
5
|
100%
|
|
|
4
|
Mr. Le Huu Canh
|
Member
of BOD
|
5
|
100%
|
|
|
5
|
Mrs. Vu Thi Luong DUng
|
Member
of BOD
|
5
|
100%
|
|
II. Board Resolutions (2013)
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No.
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Board Resolution No.
|
Date
|
Content
|
|
1
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01/2013/HĐQT
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21/3/2013
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- Approve the consolidated FS of 2012
- Approve the operating plan of 2013
- Time of annual General Meeting of
Sharholders 2013
- List of Shareholders of 2012
- Dividend advance year 2012
- Approve the plan to submit to General
Meeting of Sharholders
|
|
2
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01/NQ/HĐQT
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09/5/2013
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- Elect Mrs. Pham Thanh Hoa to Chair of
BOD
- Assign for Chair of BOD to review,
adjust the Charter of the Company base on the Charter form according to
Circular No. 121
|
|
3
|
02/QĐ-HĐQT
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09/5/2013
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- Appoint Mrs. Pham Thanh Hoa to Chair
of BOD
|
|
4
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04/QĐ-HĐQT
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28/5/2013
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- Change the content of business
registration ( change the legal representative of the Company)
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|
5
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02/NQ/HĐQT
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30/3/2013
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- Transferring the project at Vinh Bao
- Hiring lawyer for the Company
- Reviewing the share trading of the
Company and contracts of the Company
- Dismiss Mr. Nguyen Van Thao from
secretary of the Company
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6
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07/QĐ-HĐQT
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05/6/2013
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- Dismiss Mr. Nguyen Van Thao from
secretary of the Company
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|
7
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03/NQ/HĐQT
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17/6/2013
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- Elect Mr. Le Anh Dao to Deputy Chair
of BOD
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8
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04/NQ/HĐQT
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27/6/2013
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- Select Viet Anh Audit Co., Ltd. to
audit the FS of 2013 of the Company
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|
9
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10/QĐ-HĐQT
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19/7/2013
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- Mr. Nguyen Van Thao Stopped being
Chief of Business Department
|
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10
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04/BB/HDQT
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21/9/2013
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- Summary operation of first 06 months
- Consider schedule of investment
project of low-voltage electric network
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|
11
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04/BB/HDQT
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12/12/2013
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- Consider operation result of 11 months
in 2013
- Business plan for 2014
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III. 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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I. Dismiss all of members of BOD
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|
|
|
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1
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Nguyen Van Duyen
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|
Chair of BOD
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|
27/04/2013
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|
|
2
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Nguyen Huu Dieu
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|
Deputy Chair of BOD
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|
27/04/2013
|
|
|
3
|
Do Huy Dat
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|
Member of BOD
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|
27/04/2013
|
|
|
4
|
Le Huu Canh
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|
Member of BOD
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|
27/04/2013
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|
|
5
|
Nguyen Van Thao
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|
Member of BOD
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|
27/04/2013
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|
|
6
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Nguyen Hong Hai
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|
Member of BOD
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|
27/04/2013
|
|
|
7
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Pham Thanh Hoa
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|
Member of BOD
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|
27/04/2013
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|
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II. Re-elect members of BOD
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|
|
|
|
1
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Pham Thanh Hoa
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|
Chair of BOD
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27/04/2013
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|
|
|
2
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Le Anh Dao
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|
Deputy Chair of BOD
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27/04/2013
|
|
|
|
3
|
Do huy Dat
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|
Member of BOD
|
27/04/2013
|
|
|
|
4
|
Le Huu Canh
|
|
Member of BOD
|
27/04/2013
|
|
|
|
5
|
Vu Thi Luong Dung
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|
Member of BOD
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27/04/2013
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|
|
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III. Dismiss members of Supervisory
Board
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|
|
|
|
1
|
Pham Thanh Vien
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|
Chief of Supervisory Board
|
|
27/04/2013
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|
|
2
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Le Anh Dao
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|
Member of Supervisory Board
|
|
27/04/2013
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|
|
3
|
Vo Ngoc Anh
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Member of Supervisory Board
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27/04/2013
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|
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IV. Re-elect members of Supervisory
Board
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|
|
|
|
1
|
Tran Van Chuyen
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Chief of Supervisory Board
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27/04/2013
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|
|
|
2
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Nguyen Thi Thu Ha
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|
Member of Supervisory Board
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27/04/2013
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|
|
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3
|
Lam Thi Lich
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Member of Supervisory Board
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27/04/2013
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|
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IV. Transactions of PDMRs and connected persons/
institutions
1. List of PDMRs and connected persons
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No.
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Name
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Position of PDMR at the company (if any)
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Shareholding at the end of the term
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Note
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1
|
Pham Thanh Hoa
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Director
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512,250
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|
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2
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Le Anh Dao
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Deputy Chairman of BOD
|
750
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|
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3
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Do Huy Dat
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Director
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502,000
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|
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4
|
Le Huu Canh
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Director
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425,000
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|
|
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Lai Thi Dinh
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42,800
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|
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5
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Vu Thi Luong Dung
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Director
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3,500
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|
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6
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Nguyen Thi Thu Ha
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Member of SB
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7,300
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|
|
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Nguyen Van Luan
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|
4,000
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|
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7
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Lam Thi Lich
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Member of SB
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141,000
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|
|
8
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Nguyen Van Thao
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Deputy GM
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43,000
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|
|
9
|
Nguyen Hong Hai
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Deputy GM
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49,850
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|
|
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Nguyen Van Hat
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1,000
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|
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|
Nguyen Hai Thanh
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1,100
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|
|
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Nguyen Thi Hai Yen
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50
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2. Transactions of PDMRs and connected persons/ institutions
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No.
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Transaction person
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Relationship with PDMRs/key shareholders
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Number of shares at opening period
|
Number of shares at closing period
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Reason for increase, decrease
|
|
Number of shares
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Rate
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Number of shares
|
Rate
|
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1
|
Lai
Thi Dinh
|
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41,300
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1.87%
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42,800
|
1.95%
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Buy
|
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2
|
Thai
Duong Co., ltd
|
|
141,000
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6.4%
|
0
|
0
|
Sell
|
|
3
|
Thai
Duong Electric Cable Co., ltd
|
|
0
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0
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141,000
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6.4%
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Buy
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3. Other transactions: None
V. Other issues: None HNX
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