DBC: Corporation Governance Report (2015)

CORPORATE GOVERNANCE REPORT

(Year2015)

Company: DABACO Group

Address: No. 35, Ly Thai To Street, Bac Ninh City, Bac Ninh province

Tel: 021141 385111Fax: 0241 3825496

Email:

Charter capital: VND 627,419,230,000

Stock code: DBC

I. AGM Activities

No. / Board Resolution/Decision No. / Date / Content
1 / 01/ 2015/ NQ- DHDCD / 26 Apr 2015 / - Approve report 2014 of Board of Directors
- Approve the report 2014 of Supervisory Board
- Approve the audited financial statement and plan for profit distribution 2014
- Approve the operation plan 2015 and plan for 03 years of 2016 – 2018 in accordance with report of Board of Directors
- Approve plan for dividend payment 2015 by share with rate of 20%/ par value in accordance with Statement of Board of Directors
- Approve the authorizing Board of Directors to select an independent auditor to audit financial statement 2015
- Approve remuneration 2015 of Board of Directors, Supervisory Board and Secretary of Board of Directors in accordance with the Statement of Board of Directors
- Approve the Chair of Board of Directors to be legal representative of the Company
- Approve the Chair of Board of Directors cum General Director of the Company
- Approve the result of appointing members of Board of Directors and Supervisory Board for term of 2015 - 2020
2 / 02/2015/NQ - DHDCD / 27 Oct 2015 / - Approve the additional dividend payment 2015 in cash: 5%/ share (01 share receives VND 500)

I. BOD Activities

1.1 Meetings of BOD in the term 2010 - 2015

No. / Director of BOD / Title / Attendance / Rate / Reason for not attending
1 / Mr. Nguyen Nhu So / Chair of Board of Directors / 09 / 100%
2 / Mr. Nguyen Khac Thao / Deputy Chair of Board of Directors / 09 / 100%
3 / Ms. Nguyen Thi Thu Huong / Member of Board of Directors / 09 / 100%
4 / Mr. Nguyen The Tuong / Member of Board of Directors / 09 / 100%
5 / Mr. Nguyen Hoang Nguyen / Member of Board of Directors / 09 / 100%
6 / Mr. Nguyen Dinh Toan / Member of Board of Directors / 04 / 100% / New term from 26 Apr 2015
7 / Mr. Tran Xuan Manh / Member of Board of Directors / 04 / 100% / New term from 26 Apr 2015
8 / Mr. Le Quoc Doan / Member of Board of Directors / 04 / 100% / New term from 26 Apr 2015
9 / Ms. Nguyen Thanh Huong / Member of Board of Directors / 04 / 100% / New term from 26 Apr 2015
10 / Mr. Nguyen Van Quan / Deputy Chair of Board of Directors / 05 / 100% / Term end
11 / Mr. Nguyen Van Tuan / Deputy Chair of Board of Directors / 05 / 100% / Term end
12 / Mr. Nguyen Van Manh / Member of Board of Directors / 05 / 100% / Term end
13 / Mr. Ta Huu Khoi / Member of Board of Directors / 05 / 100% / Term end

II. Board Resolution

No. / Board Resolution/Decision No. / Date / Content
1 / 01/NQ - HDQT / 15/01/2015 / - Approve the operation plan for 2015 and the plan for three years: 2016 - 2018
2 / 02/NQ - HDQT / 26/01/2015 / - Approve the bonus 2014 and bonus for At Mui Tet (traditional new year)
- Approve the plan on financial lease of some machinery and equipment
3 / 03/NQ - HDQT / 17/03/2015 / - Register the change in Business Registration Certificate of some member companies
- Approve the loan credit from banks for the operation 2015
4 / 04/NQ - HDQT / 03/04/2015 / - Approve the contents to submit Annual General Meeting of Shareholders 2015
- Approve the plan on investing some projects
- Approve borrowing the capital from banks
5 / 05/NQ - HDQT / 25/04/2015 / - Approve the list of candidates for voting Board of Directors and Supervisory Board in the term 2015 – 2020
- Approve the guarantee of the contract on financial lease of DABACO PIG RAISING INVESTMENT & DEVELOPMENT LTD.,CO
- Approve borrowing the capital from banks
6 / 06/NQ - HDQT / 26/04/2015 / - Approve voting the titles in Board of Directors in the term 2015 – 2020 and assigning the tasks to each Directors
7 / 07/NQ - HDQT / 18/05/2015 / - Approve theinvestment project of buildingand founding Limited Company to produce the foodstuff and raise pig seeds in Ha Nam Province and Phu Tho province.
- Appoint, dismiss some management staffs
- Register the change in Business Registration Certificate of some member companies
- Found DABACO Biological Technology Center which is directly under DABACO PIG SEEDs Co., Ltd
- Select the auditor for fiscal year 2015
- Approve the loan limit and the method of financial lease for the operation and investment of the Company
- Approve some other issues
8 / 08/ 2015/ NQ - HDQT / 30 Jul 2015 / - Approve the establishment of Dabaco Ha Nam breeding pig to carry out the project for hi-tech DABACO breeding pig raising area in Nhan Chinh Commune, Ly Nhan, Ha Nam
- Additional registration for business line of Dabaco Phu Tho breeding pig
- Approve the guarantee for L/C opening for Nasaco Ha Nam animal foodstuff Co., Ltd at Agribank – Bac Ninh Branch
- Approve the short-term loan limit for operation 2015 at VIB Bank
9 / 09/ 2015/ NQ - HDQT / 15 Sep 2015 / - Approve the investment in building project for hi-tech DABACO breeding pig raising area in Luu Kiem Commune, Thuy Nguyen, Hai Phong
- Approve the project for investment in road construction for Cargo Terminal in Tan Chi Commume, Tien Du District
- Set up an One member Co., Ltd owned by Dabaco Vietnam Group to carry out the building infrastructure of Que Vo III Industrial Park, Bac Ninh Province
- Approve the closing shareholder list to consult via a ballot
- Approve the plan for loan borrowing and equipment investment to serve the Company’s operation
- Other issues

III. Change in connected persons/institutions

No. / Organizations/Individuals / Title / Moment as connected persons/institutions / Moment as not connected persons/institutions / Reason
1 / Le Quoc Doan / Director of BOD / 26 Apr 2015 / Appointed to be Director of BOD in the term 2015 - 2020
Le Van Nhuan / Connected person / 26 Apr 2015
Bui Thi Dai / Connected person / 26 Apr 2015
Chu Thi Thap / Connected person / 26 Apr 2015
Le Thi Tho / Connected person / 26 Apr 2015
Le Thi Duc / Connected person / 26 Apr 2015
Le Van Ket / Connected person / 26 Apr 2015
2 / Nguyen Dinh Toan / Director of BOD / 26 Apr 2015 / Appointed to be Director of BOD in the term 2015 - 2020
Do Thi Tinh / Connected person / 26 Apr 2015
Nguyen Thi Huong / Connected person / 26 Apr 2015
Nguyen Thi Thuy Duong / Connected person / 26 Apr 2015
Nguyen Dinh The / Connected person / 26 Apr 2015
Nguyen Thi Dien / Connected person / 26 Apr 2015
Nguyen Thi Huyen / Connected person / 26 Apr 2015
3 / Tran Xuan Manh / Director of BOD / 26 Apr 2015 / Appointed to be Director of BOD in the term 2015 - 2020
Tran Dinh My / Connected person / 26 Apr 2015
Nguyen Thi Ky / Connected person / 26 Apr 2015
Tran Thi Ha / Connected person / 26 Apr 2015
Tran Thi Lan / Connected person / 26 Apr 2015
To Minh Dien / Connected person / 26 Apr 2015
04 / Nguyen Thanh Huong / Director of BOD / 26 Apr 2015 / Appointed to be Director of BOD in the term 2015 - 2020
Nguyen Thi Tuyet / Connected person / 26 Apr 2015
Le Hong Son / Connected person / 26 Apr 2015
Le Nguyen Duong Thuy / Connected person / 26 Apr 2015
05 / Dinh Thi Minh Thuan / Member of Supervisory Board / 26 Apr 2015 / Appointed to be member of Supervisory Baord in the term 2015 - 2020
Tran Thi Dam / Connected person / 26 Apr 2015
Dinh Thanh Binh / Connected person / 26 Apr 2015
Dinh Doan Minh / Connected person / 26 Apr 2015
Dinh Thi Hai / Connected person / 26 Apr 2015
Nguyen Sy Trang / Connected person / 26 Apr 2015
06 / Ta Huu Khoi / Director of BOD / 26 Apr 2015 / Finished the term
Le Viet Ha / Connected person / 26 Apr 2015
Ta Thi Van / Connected person / 26 Apr 2015
Ta Huu Nha / Connected person / 26 Apr 2015
Ta Huu Nha / Connected person / 26 Apr 2015
Nguyen Van Tuan / Deputy Chair of Board of Directors / 26 Apr 2015 / Term end
Nguyen Van Quan / Deputy Chair of Board of Directors / 26 Apr 2015 / Term end
Nguyen Van Manh / Member of Board of Directors / 26 Apr 2015 / Term end
07 / Nguyen Thi Thuy / Member of Supervisory Board / 26 Apr 2015 / Finished the term
Nguyen Van Bang / Connected person / 26 Apr 2015
Nguyen Thi Nu / Connected person / 26 Apr 2015
Bui Quan Trung / Connected person / 26 Apr 2015
Nguyen Van Bang / Connected person / 26 Apr 2015
Nguyen Van Duong / Connected person / 26 Apr 2015
08 / Nguyen Van Quan / Deputy General Manager / 15 Jul 2015 / Retirement
Nguyen Thi Lanh / Connected person / 15 Jul 2015
Nguyen Quan Anh / Connected person / 15 Jul 2015
Nguyen Thi Lan Anh / Connected person / 15 Jul 2015
Nguyen Van Linh / Connected person / 15 Jul 2015
Nguyen Thanh Binh / Connected person / 15 Jul 2015
Nguyen Thi Nga / Connected person / 15 Jul 2015
Nguyen Thi Nguyet / Connected person / 15 Jul 2015
Nguyen Thi Ngoan / Connected person / 15 Jul 2015
Nguyen Thi Ngoan / Connected person / 15 Jul 2015
Nguyen Thi Ngin / Connected person / 15 Jul 2015
Nguyen Thi Ngai / Connected person / 15 Jul 2015
Nguyen Khac Thao / General Director / 18 May 2015 / Appointed as General Director since 18 Apr 2015
Nguyen Thi Thu Huong / Deputy General Director cum Chief Accountant / 18 May 2015 / Appointed as Deputy General Director since 18 Apr 2015
Nguyen The Tuong / Deputy General Director / 18 May 2015 / Appointed as Deputy General Director since 18 Apr 2015
Nguyen Van Tuan / Deputy General Director
Nguyen Van Manh / Deputy General Director
Nguyen Trong Kich / Deputy General Director
Pham Van Hoc / Deputy General Director
Nguyen Van Quan / Deputy General Director / 15 Jul 2015 / Retire

IV. Transactions of PDMRs and connected persons/ institutions

1. List of PDMRs and connected persons

No. / Name / Position of PDMR at the company (if any) / Shareholding at the end of the term / Shareholding percentage at the end of the term / Note
1 / Nguyen Nhu So / Chair of BoD cum General Director / 11,464,057 / 18.27%
Nguyen Van Chuyen / Connected person / 116,600 / 0.19%
Nguyen Van Khuong / Connected person / 40 / 0.0001%
Nguyen Thi Thuy / Connected person / 33,160 / 0.05%
Nguyen Thi Thanh / Connected person / 13,480 / 0.02%
Nguyen Thi Tan Hoa / Connected person / 247,911 / 0.4%
Nguyen Thu Hien / Connected person / 664,675 / 1.06%
Nguyen Ha Chi / Connected person / 600,000 / 0.96%
Nguyen Van Chuy / Connected person / 0 / 0
Nguyen Thi Som / Connected person / 0 / 0
Hoang Thi Thuan / Connected person / 0 / 0
Nguyen Trung Hieu / Connected person / 0 / 0
2 / Nguyen Khac Thao / Direcor of BoD – Vice General Director / 702,900 / 1.12%
Nguyen Thi Bich / Connected person / 0 / 0
Nguyen Thi Tram Anh / Connected person / 0 / 0
Nguyen Anh Vu / Connected person / 0 / 0
3 / Nguyen Thi Thu Huong / Member of BoD cum Financial Director / 1,066,000 / 1.7%
Nguyen Phu Ban / Connected person / 0 / 0
Nguyen Anh Tuan / Connected person / 0 / 0
4 / Nguyen The Tuong / Director of BOD / 665,600 / 1.06%
Ngo Thi Vuong / Connected person / 0 / 0
Nguyen Thi Bich Vuong / Connected person / 0 / 0
Nguyen Thi Huong / Connected person / 0 / 0
Nguyen The Chuong / Connected person / 0 / 0
Nguyen The Khuong / Connected person / 0 / 0
5 / Le Quoc Doan / Director of BOD / 720,736 / 1.15%
Le Van Nhuan / Connected person / 0 / 0
Bui Thi Dai / Connected person / 0 / 0
Chu Thi Thap / Connected person / 0 / 0
Le Thi Tho / Connected person / 0 / 0
Le Thi Duc / Connected person / 0 / 0
Le Van Ket / Connected person / 0 / 0
6 / Nguyen dinh toan / Director of BOD / 5,203 / 0.01
Do Thi Tinh / Connected person / 0 / 0
Nguyen Thi Huong / Connected person / 0 / 0
Nguyen Thi Thuy Duong / Connected person / 0 / 0
Nguyen Dinh The / Connected person / 2,000 / 0.003%
Nguyen Thi Dien / Connected person / 0 / 0
Nguyen Thi Huyen / Connected person / 0 / 0
7 / Tran xuan manh / Director of BOD / 306,000 / 0.49%
Tran Dinh My / Connected person / 0 / 0
Nguyen Thi Ky / Connected person / 0 / 0
Tran Thi Ha / Connected person / 0 / 0
Tran Thi Lan / Connected person / 0 / 0
To Minh Dien / Connected person / 0 / 0
8 / Nguyen Hoang Nguyen / Director of BOD / 71,400 / 0.11%
Nguyen thi thoa / Connected person / 0 / 0
Nguyen thi hoa / Connected person / 0 / 0
9 / Nguyen thanh huong / Director of BOD / 0 / 0
Nguyen Thi Tuyet / Connected person / 0 / 0
Le Hong Son / Connected person / 0 / 0
Le Nguyen Duong Thuy / Connected person / 0 / 0
10 / Nguyen van tuan / Deputy General / 62,000 / 0.1%
Nguyen Anh Tu / Connected person / 0 / 0
Nguyen Anh Tai / Connected person / 0 / 0
Nguyen Thi Minh / Connected person / 0 / 0
Nguyen Thi Bich / Connected person / 0 / 0
Nguyen Thi Ngoc / Connected person / 0 / 0
Nguyen Van Kim / Connected person / 0 / 0
Nguyen Van Son / Connected person
11 / Nguyen van manh / Deputy General Manager / 27,598 / 0.04%
Ha Thi Ly / Connected person / Ha Thi Ly
Nguyen Ha Quang / Connected person / Nguyen Ha Quang
12 / Nguyen Trong Kich / Deputy General Manager / 0 / 0
Nguyen Thi Tinh / Connected person / 0 / 0
Nguyen Trong Dien / Connected person / 0 / 0
13 / Phan van hoc / Deputy General Manager / 5,000 / 0.01%
Pham Van Hoa / Connected person / 0 / 0
Nguyen Thi Thoi / Connected person / 0 / 0
Pham Van Tuan / Connected person / 0 / 0
Pham Hong Len / Connected person / 0 / 0
Nguyen Thi Hue / Connected person / 0 / 0
14 / Nguyen Thi Hue Minh / Information disclosure Officer / 500.000 / 0.80%
Dao Thi Viet / Connected person / 0 / 0
To Quang The / Connected person / 0 / 0
Nguyen Anh Duc / Connected person / 0 / 0
Nguyen Thi Thu Hong / Connected person / 0 / 0
15 / Nguyen van Linh / Chief of Supervisory Board / 26,000 / 0.04%
Nguyen Thi Van / Connected person / 2,000 / 0.003%
Nguyen Thi Dan / Connected person / 0 / 0
Ngo Thi Thanh / Connected person / 0 / 0
Nguyen Van Anh / Connected person / 0 / 0
Nguyen Tien Vu / Connected person / 0 / 0
16 / Ngo Huy Tue / Member of Supervisory Board / 2,100 / 0.003%
Nguyen Thi Phuong / Connected person / 5,500 / 0.01%
Ngo Sy Tiu / Connected person / 0 / 0
Nguyen Thi Xuyen / Connected person / 0 / 0
Ngo Thi Xuyen / Connected person / 0 / 0
Ngo Thi Sang / Connected person / 0 / 0
17 / Dinh Thi Minh Thuan / Member of Supervisory Board / 3,000 / 0.005%
Tran Thi Dam / Connected person / 0 / 0
Dinh Thanh Binh / Connected person / 0 / 0
Dinh Doan Minh / Connected person / 0 / 0
Dinh Thi Hai / Connected person / 0 / 0
Nguyen Sy Trang / Connected person / 0 / 0

2. Transactions of PDMRs and connected persons/ institutions

No. / Name / Relation with PDMR / Shareholding at the beginning of the term / Shareholding at the end of the term / Reason (buy, sell, transfer, dividend, bonus share...)
Share / Percentage / Share / Percentage
1 / Nguyen The Tuong / Director of BOD / 265,600 / 0.42 / 665,600 / 1.06 / Buy
2 / Nguyen Khac Thao / Deputy Chair of BOD / 102,900 / 0.16 / 702,900 / 1.12 / Buy
3 / Nguyen Thi Hue Minh / Information Disclosure Officer / 100,000 / 0.16 / 500,000 / 0.8 / Buy
4 / Nguyen Ha Chi / Connected person / 0 / 0 / 600,000 / 0.96 / Buy
5 / Nguyen Nhu So / Chair of BOD / 9,412,057 / 15,0 / 11,464,057 / 18.27 / Buy
6 / Nguyen Thi Thu Huong / Director of BOD / 66,000 / 0.11 / 1,066,000 / 1.7 / Buy
7 / Mr. Nguyen Van Tuan / Deputy General Director / 63,000 / 0.1% / 62,000 / 0.099% / Sell

3. Other transactions

V. Other issues: None