Corporate governance report



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AMV: Corporate Governance Report (2016)

CORPORATE GOVERNANCE REPORT

(Year 2016)

Company: American Vietnamese Biotech Incorporation

Address: No. 1251, Highway 14, Tien Thanh Commune, Dong Xoai District, Binh Phuoc Province

Tel.: (0651).3889.034 Fax: (0651).3889.032

Charter capital: VND 21,157,500,000



Stock code: AMV

  1. BOD Activities (2016)

Meetings:

No.

Members of BOD

Title

Attendance

Rate

Reasons for not attending

1

Dang Nhi Nuong

Chairman of Board of Directors

03

60%

Appointed 

2

Bach Mong Ha

Member of Board of Directors

05

100%

 

3

Hoang Oanh

Member of Board of Directors

05

100%

 

4

Vu Van Ngat

Member of Board of Directors

01

20%

Appointed 

5

Pham Van Tuy

Member of Board of Directors

01

20%

Appointed 

06

Le Thi Thu Ha

Member of Board of Directors

01

20%

Resigned

07

To Minh Vu

Member of Board of Directors

03

60%

Resigned

08

Nguyen Le Thuy

Member of Board of Directors

03

60%

Resigned

 

II. Board Resolutions (2016)

No.

Board Resolution No.

Date

Contents

01

01_01/NQ/QMVI-2016

13 Apr 2016

1. Operational report 2015 of Board of Directors

2. Select audit unit for fiscal year 2016

3. Remuneration of Board of Directors and Supervisory Board

4. Financial statement 2015

5. Statement on dissolving associated company

6. Development and investment fund

7. Operational situation of Supervisory Board

8. Business plan 2016



02

0104-2016/ NQ - HDQT

14 Apr 2016

Disolve Viet My Sai Gon Trading JSC

03

08.11/ 2016/ NQHDQT/ AMV

08 Nov 2016

Approve resignation and appoint additional members of Board of Directors; dismiss and appoint Director, Chieft Accountant

04

22.11/ 2016/ NQHDQT/ AMV

22 Nov 2016

Set up a subsidiary

05

23.11/ 2016/ NQHDQT/ AMV

23 Dec 2016

Approve resignation and appoint additional members of Board of Directors

06

26.12/ 2016/ NQHDQT/ AMV

26 Dec 2016

Change establishment of subsidiaries

07

26.12/ 2016/ NQHDQT/ AMV

26 Dec 2016

Convening extraordianry General Shareholder Meeting

 

III. Change in connected persons/ institutions

No.

Name of connected persons/institutions

Trading account (if any)

Position of PDMR at the company (if any)

Date to become connected persons/ institutions

Date no longer connected persons/ institutions

Reasons

1

Bui Khac Hao










03/2016

Personal affair

2

Nguyen Tuyan Huyen










03/2016

Personal affair

3

To Minh Vu




Director of BOD

03/2016







4

Nguyen Le Thuy




Director of BOD

03/2016







 IV. Transactions of PDMRs and connected persons/ institutions

1. List of PDMRs and connected personsư



No.

Name

Trading account (if any)

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

Dang Thi Nuong

Chairman of Board of Directors/ General Director




342,800

16.2




 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

The Sun Co., Ltd : Bach Mong Ha – the representative

Principal shareholder

226,380

10.7%

0

0%

 

2

Le Thi Thu Ha

Member of Board of Directors

60,000

2.84%

0

0%




3

Bach Mong Ha

Member of Board of Directors

156,960

7.42%

0

0




4

Hoang Oanh

Member of Board of Directors

117,000

5.53%

0

0




5

Nguyen Le Thuy

Member of Board of Directors

395,400

18.69%

0

0




6

To Minh Vu

Member of Board of Directors

105,400

4.98%

0

0

 

7

Dang Thi Nuong

Member of Board of Directors

0

0

342,800

16.2%

 

 3. Other transactions:

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



















 

V. Other issues


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