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DNM: Corporate Governance Report (first 06 months)
CORPORATE
GOVERNANCE
(first 06 months
of 2014)
Company: DANAMECO
Medical Joint Stock Corporation
Address: 105
Hung Vuong – Da Nang City
Tel.: 05113
817 837 Fax:
05113
830469 Email:
trangceo@gmail.com
Charter
capital: VND 41,691,480,000
Stock
code: DNM
I. BOD Activities (first 06 months of 2014)
Meetings:
|
No.
|
Members of BOD
|
Title
|
Attendance
|
Rate
|
Reasons for not attending
|
|
1
|
Ms. Pham Thi Minh trang
|
Chairman
|
05/05
|
100
|
|
|
2
|
Mr. Nguyen Kiem
|
D. Chairman
|
05/05
|
100
|
|
|
3
|
Mr. Nguyen Tan Tien
|
Director
|
05/05
|
100
|
|
|
4
|
Mr. Chu The Huynh
|
Director
|
03/03
|
100
|
|
|
5
|
Mr. Do Hiep Hoa
|
Director
|
02/02
|
100
|
|
|
6
|
Ms. Nguyen Thi Thanh Tam
|
Director
|
02/05
|
40
|
Busy
|
II. Board Resolutions (first 06 months of 2014)
|
No.
|
Board Resolution/ Decision No.
|
Contents
|
|
1
|
117/NQ-HDQT/ DNM (24/02/2014)
|
Article 1: Approval on
operating plan of 2013 (Unaudited figures)
- Sale & Service Profit: VND 210 billion
- Profit after tax: VND 18.6 billion
Article 2: Approval on
record the right of shareholders at the beginning of April 2014 to:
- Pay dividend for phase II.2013 with exercise rate: 15%.
Payment time: In April, 2014
- Hold AGM 2014, expected in the 3rd week
of April, 2014
Article 3: Approve
assigning business target in 2014. Main targets as follow:
- Sale & Service Profit: VND 252 billion
- Profit after tax: VND 19 billion
Article 4: Approval
on investment demand of 2014 as proposed by General Manager
|
No
|
Investment items
|
Expected Cost
(VND mil.)
|
|
1.
|
Invest ERP software solution
|
900
|
|
2.
|
Purchase 01 3,5 tons truck
|
800
|
|
3.
|
Purchase air conditioning system
|
90
|
|
4.
|
Purchase Inkjet printers
|
120
|
|
5.
|
Upgrade factory
|
350
|
|
6.
|
Upgrade bleached cotton house
|
1,750
|
|
Total
|
4,010
|
Article 5: Approve Ms.
Pham Tran Quynh Duyen replaced Ms. Dinh Thi Ngoc Yen as information
disclosure. Formal handover on 29/03/2014
Article 6: Plan for BOD 15th meeting
- term 2010-2014 at the end of March/2014 to:
- Hold AGM 2014
- Plan for upgrade bleached cotton house
- Approve the reports to AGM 2014
- Plan for share offering in accordance with
Resolution No.319/NQ/HDQT-DNM dated 25/04/2013 (After receiving a
certificate to issue shares)
|
|
2
|
165/NQ-HDQT/ DNM (10/03/2014)
|
Article 1: Approve
List of staff and employees for the offer in 2013. Accordingly, total number
of shares to be sold was 150,000 shares.
Article 2:
Assign Chairman of BOD to sign Summary table of shares to be sold by employees
of 150,000 shares.
Article 3:
Number of unsold shares (if any) would be treated according to Issue plan
approved in AGM 2013.
|
|
3
|
330/NQ-HDQT/ DNM (24/04/2014)
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Article 1:
Approve production, business result in financial statement 2013 audited by
Auditing and Accounting Co., ltd AAC
Article 2: Approve
profit distribution in 2013
|
No.
|
Indicator
|
Amount (VND)
|
|
1
|
Total profit after tax
|
18,620,465,302
|
|
2
|
Dividend payment in 2013 (30%/share in cash)
|
9,043,086,000
|
|
Extraction to funds:
|
|
3
|
Financial reserve fund (10%)
|
957,135,450
|
|
4
|
Executive Board Fund (15%)
|
1,435,703,174
|
|
5
|
Bonus & welfare fund (30%)
|
2,871,406,349
|
|
6
|
Production development fund (45%)
|
4,307,109,523
|
Article 3:
Approve submitting production, business plan in 2014 with these main
indicators:
- Revenue from production, business activities, at least:
VND 252 billion
- Profit after tax, at least: VND 19 billion
Article 4:
Approve profit distribution plan in 2014 and authorize Board of Directors to
decide in accordance with real situation and benefits of shareholders
- Expected dividend in 2014
+ Dividend: about from 20-30%/share
+ Payment method: in cash
- Expected extraction to funds:
+ Production development fund: 45%
+ Financial reserve fund: 10%
+ Bonus & welfare fund: 30%
+ Bonus for executive Board: 15%
Article 5:
Agree submitting report of Board of Directors in 2013 and operation plan in
2014
Article 6:
Agree submitting report of Supervisory Board in 2013 and operation plan in
2014
Article 7:
Agree submitting statement on remuneration and bonus for Board of Directors,
Management Board in 2014
* Remuneration:
- Board of Directors:
+ Full-time Chairman: Equivalent to salary of Executive
General Manager
+ D. Chairman of Board of Directors: VND 5,000,000/month
+ Directors: VND 4,000,000/month
- Supervisory Board:
+ Head of Supervisory Board: VND 4,000,000/month
+ Supervisors: VND 3,000,000/month
* Bonus
- Executive Board: 1%/profit after tax for completing plan
and 10% of exceeding profit after tax in 2014
- Board of Directors: 0.5%/profit after tax for completing
plan and 5% of exceeding profit after tax in 2014
Article 8:
Agree adjustment of remuneration of secretary group of Board of Directors:
- Ms. Pham Tran Quynh Duyen (Group leader + info
disclosure officer): VND 3,000,000/month
- Ms. Nguyen Thi Thu Suong (Shareholder manager): VND
1,500,000/month
- Ms. Nguyen Thi Hoai Nam (business and market development
strategy): VND 1,500,000/month
Article 9:
Agree assigning Board of Directors to select the Auditor for Financial
statements in 2014 according to proposal of Supervisory Board with criteria
of quality, reputation, and competitive price
Article 10:
Agree submitting change of office term from Office term II (2010 – 2014) to
Office term II (2010 – 2015) in accordance with Charter of Corporation of 05
years for each operation office term.
Article 11:
Agree submitting statement on dismissing Mr. Chu The Huynh and elect Mr. Do
Hiep Hoa to Board of Directors.
Article 12:
Agree submitting statement on dismissing Mr. Pham Thu Trieu and elect Mr.
Nguyen Tra Lan to Supervisory Board
Article 13:
Assign Secretary group to cooperate with Dept. of Internal Audit to draft
Rule of right assignment to Chairman, D. Chairman of Board of Directors and
Directors
Article 14:
Intensify role of legal consultancy to consider documents of Board of
Directors before issuing.
Article 15:
Approve investment portfolio in 2014 proposed by General Manager with total
value of VND 2,260,000,000
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No.
|
Item
|
|
I.
|
Office of Corporation
|
|
1.
|
Accounting management software system
|
|
2.
|
3.5-ton truck (for goods transportation)
|
|
II.
|
Quang Nam Dressing Production Enterprise
|
|
1.
|
Renovate packaging factories to produce dressing
|
|
2.
|
Ink jet printers
|
|
3.
|
Air conditioners for production workshops
|
Article 16:
Authorize Board of Directors to direct General Manager to:
- Establish Representative offices and Agencies of
DANAMECO in necessary places as well as issue operation rule of
representative offices and agencies in accordance with Law.
- Reorganize staff and employees in the Company
- Reassess operation conditions of production chain of
gloves in Quang Nam Dressing Production Enterprise
- Develop products produced by DANAMECO
- Select suitable accounting software to operation
conditions of DANAMECO for following 3 – 5 years with value of about VND 200
million
Article 17:
Agree submitting statement on authorizing Board of Directors to carry out
contents, guidelines approved by Annual General Meeting of Shareholders and
assign General Manager to direct units to implement and deploy operation in
accordance with regulation of Charter and Law
|
|
4
|
336/NQ-DHDCDTN/DNM (26/04/2014)
|
Article 1:
Approve production, business result in financial statement 2013 audited by
Auditing and Accounting Co., ltd AAC
Article 2: Approve
profit distribution in 2013
|
No.
|
Indicator
|
Amount (VND)
|
|
1
|
Total profit after tax
|
18,620,465,302
|
|
2
|
Dividend payment in 2013 (30%/share in cash)
|
9,043,086,000
|
|
Extraction to funds:
|
|
3
|
Financial reserve fund (10%)
|
957,135,450
|
|
4
|
Executive Board Fund (15%)
|
1,435,703,174
|
|
5
|
Bonus & welfare fund (30%)
|
2,871,406,349
|
|
6
|
Production development fund (45%)
|
4,307,109,523
|
Article 3:
Approve submitting production, business plan in 2014 with these main
indicators:
- Revenue from production, business activities, at least:
VND 252 billion
- Profit after tax, at least: VND 19 billion
Article 4:
Approve profit distribution plan in 2014 and authorize Board of Directors to
decide in accordance with real situation and benefits of shareholders
- Expected dividend in 2014
+ Dividend: about from 20-30%/share
+ Payment method: in cash
- Expected extraction to funds:
+ Production development fund: 45%
+ Financial reserve fund: 10%
+ Bonus & welfare fund: 30%
+ Bonus for executive Board: 15%
Article 5:
- Approve report of Board of Directors in 2013 and
operation plan in 2014
- Approve report of Supervisory Board in 2013 and
operation plan in 2014
Article 6:
Approve statement on remuneration and bonus for Board of Directors,
Management Board in 2014
* Remuneration:
- Board of Directors:
+ Full-time Chairman: Equivalent to salary of Executive
General Manager
+ D. Chairman of Board of Directors: VND 5,000,000/month
+ Directors: VND 4,000,000/month
- Supervisory Board:
+ Head of Supervisory Board: VND 4,000,000/month
+ Supervisors: VND 3,000,000/month
* Bonus
- Executive Board: 1%/profit after tax for completing plan
and 10% of exceeding profit after tax in 2014
- Board of Directors: 0.5%/profit after tax for completing
plan and 5% of exceeding profit after tax in 2014
Article 7:
Approve assigning Board of Directors to select the Auditor for Financial
statements in 2014 according to proposal of Supervisory Board with criteria
of quality, reputation, and competitive price
Article 8:
Approve change of office term from Office term II (2010 – 2014) to Office
term II (2010 – 2015) in accordance with Charter of Corporation of 05 years
for each operation office term.
Article 9:
Approve statement on dismissing Mr. Chu The Huynh and elect Mr. Do Hiep Hoa
to Board of Directors.
Article 10:
Approve statement on dismissing Mr. Pham Thu Trieu and elect Mr. Nguyen Tra
Lan to Supervisory Board
Article 11:
Authorize Board of Directors to direct General Manager to:
- Establish Representative offices and Agencies of
DANAMECO in necessary places as well as issue operation rule of
representative offices and agencies in accordance with Law.
- Reorganize staff and employees in the Company
- Reassess operation conditions of production chain of
gloves in Quang Nam Dressing Production Enterprise
- Develop products produced by DANAMECO
- Select suitable accounting software to operation
conditions of DANAMECO for following 3 – 5 years with value of about VND 200
million
Article 12:
- This General Mandate takes effect from 26/04/2014
- Board of Directors of Danameco Medical Joint Stock
Corporation takes responsibility for organize and direct the Corporation to
implement contents in this General Mandate.
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5
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481/NQ-HDQT/DNM (12/06/2014)
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Article 1: Approve the result on share
purchase right of employees and existing shareholders
Result of the issue from 01/04/2014 to 16/05/2014 as
follows:
1. Number of share to be issued (According to plan)
-
Employees: 150,000
shares
-
Existing
shareholders: 1,004,787
shares
-
Total: 1,154,787
shares
2. Number of distributed shares:
-
Employees: 128,394
shares
-
Existing
shareholders: 995,335
shares
-
Total: 1,123,729
shares
3. Number of remaining shares (Including fractional shares
and unsold shares):
-
Employees: 21,606
shares
-
Existing
shareholders: 9,452
shares
-
Total: 31,058
shares
Article 2: Approve distributing the purchase right of
31,058 fractional shares and unsold share
- Distributing the purchase right of 21,606 unsold shares
of employees:
+ Offering price: VND 10,000/share
+ Registration and payment time: From 13/06/2014 to
14/06/2014
- Distributing the purchase right of 9,452 fractional
shares of existing shareholders:
+ Offering price: VND 10,000/share
+ Registration and payment time: From 13/06/2014 to
14/06/2014
Article 3: Board of Directors agrees to prior share
purchase right of 31,058 shares to leader of Executive Board
List
of leaders:
1.
Nguyen Tan Tien: 4,873 shares
2.
Dang Quoc Tuan: 2,913 shares
3.
Nguyen Kiem: 2,403 shares
4.
Luong Viet Hung: 1,273 shares
5.
Nguyen Thi Minh Hien: 1,513 shares
6.
Nguyen Thi Thanh Tam: 1,513 shares
7.
Nguyen Thi Hien Nhan: 1,443 shares
8.
Le Thi Quynh Huong: 4,783 shares
9.
Nguyen Thanh Hai: 1,033 shares
10.
Nguyen Van Hoa: 2,383 shares
11.
Nguyen Thi Hoai Nam: 1,513 shares
12.
Ngo Quang Hung: 833 shares
13.
Huynh Xuan: 1,033 shares
14.
Nguyen Dang Quang: 833 shares
15.
Nguyen Huu Vinh: 903 shares
16.
Dao Ngoc Lan Anh: 453 shares
17.
Nguyen Dai Duong: 453 shares
18.
On Van Luong: 436 shares
19.
Nguyen Van Ty: 470 shares
Total: 31,058 shares
- The number of 31,058 shares will
be restricted for transfer within 01 year since the finishing
time of the issue.
Article 4: This resolution goes into effect
since the date of signature. General Manager and related persons, departments
are responsible to implement this resolution.
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III. Change in connected persons/ institutions: No change
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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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|
|
|
|
|
|
|
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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 of connected persons/institutions
|
Trading account (if any)
|
Position of PDMR at the company (if any)
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Shareholding
|
Shareholding rate
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Reasons
|
|
1
|
Pham Thi Minh Trang
|
|
Chairman of Board of Directors
|
487,154
|
11.68 %
|
|
|
2
|
Nguyen Kiem
|
|
D. Chairman of Board of Directors
|
99,053
|
2.38 %
|
|
|
3
|
Nguyen Tan Tien
|
|
Director
|
19,241
|
0.46 %
|
|
|
4
|
Nguyen Thi Thanh Tam
|
|
Director
|
128,529
|
3.08 %
|
|
|
5
|
Do Hiep Hoa
|
|
Director
|
0
|
0 %
|
|
|
6
|
Ngo Quang Hung
|
|
Head of Supervisory Board
|
6,707
|
0.16 %
|
|
|
7
|
Nguyen Van Hoa
|
|
Supervisor
|
38,032
|
0.91 %
|
|
|
8
|
Nguyen Tra Lan
|
|
Supervisor
|
0
|
0 %
|
|
|
9
|
Luong Viet Hung
|
|
Deputy General Manager
|
2,781
|
0.07 %
|
|
|
10
|
Dang Quoc Tuan
|
|
Deputy General Manager
|
6,400
|
0.15 %
|
|
|
11
|
Nguyen Thi Minh Hien
|
|
Financial Manager
|
2,857
|
0.07 %
|
|
|
12
|
Nguyen Thi Tuyet Mai
|
|
Connected person
|
5,416
|
0.13 %
|
|
|
13
|
Nguyen Minh Tuan
|
|
Connected person
|
8,333
|
0.20 %
|
|
|
14
|
Huynh Thi Mai
|
|
Connected person
|
10,433
|
0.25 %
|
|
|
15
|
Nguyen Tran My Linh
|
|
Connected person
|
903
|
0.02 %
|
|
|
16
|
Pham Tran Quynh Duyen
|
|
Info Disclosure Officer
|
1,833
|
0.04 %
|
|
2. Transactions of PDMRs and connected persons/ institutions
|
No.
|
Full name
|
Current title
|
Shareholding at the beginning of period
|
Shareholding at the end of period
|
Reason for increase or decrease
|
|
shares
|
Rate %
|
Shares
|
Rate%
|
|
|
|
|
|
|
|
|
|
3. Other transactions
|
No.
|
Full name
|
Current title
|
Shareholding at the beginning of period
|
Shareholding at the end of period
|
Reason for increase or decrease
|
|
shares
|
Rate %
|
Shares
|
Rate%
|
|
1
|
Luong Viet Hung
|
D. General Manager of production science and technique
|
1,250
|
0.04%
|
2,781
|
0.07%
|
Personal issue
|
|
2
|
Huynh Thi Mai
|
Connected person
|
12,325
|
0.41%
|
10,433
|
0.25%
|
Personal issue
|
V. Other notices:
- Annual General Meeting of Shareholders dated 26/04/2014
approved dismissing Mr. Chu The Huynh from Board of Directors and electing Mr.
Do Hiep Hoa to replace; dismissing Mr. Pham Thu Trieu from Supervisory Board
and electing Mr. Nguyen Tra Lan to replace.
- From 29/03/2014, Ms. Pham Tran Quynh Duyen replaced Ms.
Dinh Thi Ngoc Yen to be information disclosure officer of the Corporation
according to Announcement no. 166/TB-HDQT dated 07/03/2014.
- On 17/03/2014, Chairman of State Securities Commission
granted License no. 19/GCN-UBCK for offering shares to the public for sale to
Danameco Medical Joint Stock Corporation. The Company offered 1,154,786 shares
for sale to staff, employees and existing shareholders in accordance with
offering plan and reported result to State Securities Commission on 23/06/2014.
Currently, the Company is implementing procedures to list and deposit shares
above.
- Change in Business Registration Certificate of 9th
time on 27/06/2014: change charter capital after issuing shares from VND 30,143,620,000
to VND 41,691,480,000 and change number of shares of founding shareholders. HNX
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