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FIT: Corporate Governance Report (first 06 months)
CORPORATE GOVERNANCE
(The first six months 2014)
Company: FIT Investment Joint Stock Company
Headquarter: 17 The Giao,
Le Dai Hanh Ward, Hai Ba Trung District, Hanoi
Tel: 043
543 0005 Fax: 043 543 0003
Stock code: FIT
I. BOD Activities
Meetings:
|
No.
|
Director of BOD
|
Title
|
Attendance
|
Rate
|
Reasons for not attending
|
|
1
|
Phan Trung Phuong
|
Chair of the Board
|
21
|
100 %
|
|
|
2
|
Nguyen Thi Minh Nguyet
|
Director of BOD Cum General Manager
|
21
|
100 %
|
|
|
3
|
Pham Cong Sinh
|
Director of BOD
|
21
|
100 %
|
|
|
4
|
Bui Thanh Phuong
|
Director of BOD
|
21
|
100 %
|
|
|
5
|
Phan Minh Sang
|
Director of BOD
|
09
|
100 %
|
|
|
6
|
Duong Minh Tu
|
Director of BOD
|
02
|
100 %
|
Resigne on 26/04/2014
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II. Board Resolutions
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No.
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Board Resolution No.
|
Date
|
Contents
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|
1
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01/2014/NQ – DHCDBT/FIT
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18/01/2014
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Extraordinary
General Mandate 2014
|
|
2
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03/2014/NQ –
HDQT/FIT
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27/01/2014
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The report of the
governance of the Company
|
|
3
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04/2014/NQ –
HDQT/FIT
|
10/02/2014
|
Approve the terms
and list of PDMRs in the share issuance for increasing the Charter capital
2014 in 2014
|
|
4
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05/2014/NQ –
HDQT/FIT
|
12/02/2014
|
Approve the term
and list of selected subjects of the share issuance for increasing the
charter capital in 2014
|
|
5
|
06/2014/NQ –
HDQT/FIT
|
17/02/2014
|
Approve some main
contents of the share issuance in 2014
|
|
6
|
07/2014/NQ –
HDQT/FIT
|
17/02/2014
|
Resolution on the
registration to open account at bank
|
|
7
|
08/2014/NQ –
HDQT/FIT
|
18/02/2014
|
Resolution on
approving the registration documents to offer shares to the public
|
|
8
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092014/NQ –
HDQT/FIT
|
06/03/2014
|
Resolution on
approve the term and the list of selected subjects of the share issuance for
increasing the charter capital in 2014
|
|
9
|
10/2014/NQ –
HDQT/FIT
|
07/03/2014
|
Resolution on
approving the operation plan for 2014
|
|
10
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11/2014/NQ –
HDQT/FIT
|
29/03/2014
|
Resolution on
changing the account at Bank
|
|
11
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12/2014/NQ –
HDQT/FIT
|
02/04/2014
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Resolution on
authorizing Ms. Dang THi Minh Nguyet – General Manager to sign Underwriting
Contract with MBS
|
|
12
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13/2014/NQ – HDQT/FIT
|
11/04/2014
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Resolution on
approving the results of share issuance and rounding the fractional shares
|
|
13
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14/2014/NQ –
HDQT/FIT
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05/05/2014
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Resolution on
handling the fractional shares and the shares refused to be purchased
|
|
14
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14.1/2014/NQ –
HDQT/FIT
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02/06/2014
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Resolution on
approving some contents of the share issuance for increasing the charter
capital in 2014 (Second time)
|
|
15
|
15/2014/NQ –
HDQT/FIT
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02/06/2014
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Resolution on
deploying the share issuance to Public and strategic partners – Second time
|
|
16
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16/2014/NQ –
HDQT/FIT
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02/06/2014
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Resolution on
changing – appointing new members of Investment Board
|
|
17
|
17/2014/NQ –
HDQT/FIT
|
02/06/2014
|
Resolution on
change in the Business Registration Certificate: Change Head Office of the
Company
|
|
18
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18/2014/NQ – HDQT/FIT
|
03/06/2014
|
Resolution on
change in the Business Registration Certificate: increase charter capital,
supplement business line
|
|
19
|
19/2014/NQ –
HDQT/FIT
|
03/06/2014
|
Resolution on
selling treasury shares
|
|
20
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20/2014/NQ –
HDQT/FIT
|
04/06/2014
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Resolution on
founding One Member- Company Limited belongs the Company
|
|
21
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21/2014/NQ –
HDQT/FIT
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10/06/2014
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- Resolution on
approving the document of the second issuance: adjusting the number of shares
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III. Change in connected persons/ institutions
1. Change in BOD in the term 2013 -
2018
- Mr. Duong Minh Tu
resigned on 26/04/2014
- Mr. Pham Minh Sang appointed on 26/04/2014
2. Change in
Supervisory Board in the term 2013 - 2018
- Ms. Nguyen Thi Hong Anh and Ms. Tran Phuong Thao resigned
on 26/04/2014
- Mr. Luu Duc Quang and Ms. Nguyen Thi
Thanh Thuy appointed on 24/06/2014
IV. Transactions of PDMRs and connected persons/
institutions
1. List of PDMRs and connected persons
|
No.
|
Name
|
Trading account (if any)
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Position of PDMR at the company (if any)
|
Shareholding at the end of the term
|
Shareholding percentage at the end of the term
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Note
|
|
1
|
Mr. Phan Trung Phung
|
005C007766 and 080C161366
|
Chair of BOD
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81,607,750
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4.64 %
|
PDMR
|
|
2
|
Ms. Nguyen Thi Minh Nguyet
|
005C001507
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Deputy Chair of BOD
|
488,500
|
1.40 %
|
PDMR
|
|
|
Ms. Nguyen Thi Thu Nga
|
|
|
11,000
|
0.03 %
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Connected person
|
|
3
|
Ms. Bui Thanh Huong
|
080C161618
|
Director of BOD
|
19,425
|
0.05 %
|
PDMR
|
|
4
|
Mr. Duong Minh Tu
|
005C026679
|
Director of BOD
|
19,425
|
0.05 %
|
PDMR
|
|
5
|
Mr. Ninh Viet Tien
|
021C043903
|
Head of Supervisory Board
|
30,425
|
0.08 %
|
PDMR
|
|
|
Ms. Ninh Thi Phuong
|
|
|
17,000
|
0.05 %
|
Connected person
|
|
6
|
Ms. Nguyen Thi Hong Anh
|
|
Member of Supervisory Board
|
0
|
0
|
PDMR
|
|
Ms. Nguyen Nhu Quynh
|
005C329696
|
|
57.750
|
0.16 %
|
Connected person
|
|
7
|
Ms. Tran Thi Mai Huong
|
|
Chief Accountant
|
10,000
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0.03 %
|
|
2. Transactions of PDMRs and connected persons/ institutions
3. Other transactions: No.
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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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