DBC: Corporate Governance Report (First 6 Months of 2017)

DBC: Corporate Governance report (first 6 months of 2017) CORPORATE GOVERNANCE REPORT (first 6 months of 2017)

- Company: VIETNAM DABACO GROUP JOINT STOCK COMPANY - Address: No. 35 Ly Thai To street, Vo Cuong ward, Bac Ninh city, Bac Ninh province - Telephone: 02223.895111 Fax: 02223.825496 - Email: [email protected] - Charter capital: VND 828,184,650,000 - Stock code: DBC I. Activities of the General Meeting of Shareholders Information on meetings and Resolutions/Decisions of the General Meeting of Shareholders (including the Resolutions of the General Meeting of Shareholders approved in the form of written opinions):

No. Resolution No. Date Content

1 Resolution of the General 16/4/2017 To approve the following contents: Meeting of Shareholders - To approve the report 2016 of the Board of No. 01/2017/NQ-DHDCD Directors; - To approve the report 2016 of the Supervisory Board; - To approve the audited financial statements and the business and production performance in 2016; - To approve the profit distribution plan 2016; - To approve the business and production plan 2017 and the investment plan; - To approve the implementation of dividend payment in 2016 and dividend payment in 2017; - To approve the selection of independent auditor in 2017; - To approve the remuneration of the Board of Directors, the Supervisory Board and the Secretary of the Board of Directors in 2017; - To approve the plan to raise funds through private offering and/or private placement of convertible bonds; - To approve the plan to issue bonds.

II. Board of Directors: 1. Information about members of the Board of Directors (BOM):

Date of being/not Members of the being Reasons for No. Position Attendance Rate Board of Directors members of not attending the Board of Directors

1 Chairman of Mr. Nguyen Nhu So the Board of 05 100% Directors

2 Deputy Mr. Nguyen Khac Chairman of 05 100% Thao the Board of Directors

3 Member of Mrs. Nguyen Thi Thu the Board of 05 100% Huong Directors

4 Member of Mr. Nguyen The the Board of 05 100% Tuong Directors

5 Member of Mr. Nguyen Hoang the Board of 05 100% Nguyen Directors

6 Member of Mr. Nguyen Dinh the Board of 05 100% Toan Directors

7 Member of Mr. Tran Xuan Manh the Board of 05 100% Directors

8 Member of Mr. Le Quoc Doan the Board of 05 100% Directors

9 Member of Mrs. Nguyen Thanh the Board of 04 80% Health Huong Directors 4. Resolutions of the Board of Directors:

No. Resolution No. Date Content

- To assess the business and production performance in 2016; - To approve the business and production plan in 2017; 1 No. 01/2017/NQ- HDQT 02/01/2017 - To review construction investment projects; - To approve a number of investment projects; - Some other contents

- To approve reward in 2016 and Tet 2 No. 02/2017/NQ- HDQT 12/01/2017 reward in 2017

- To approve the audited financial statements 2016; - To implement the plan to issue shares to 3 No. 03/2017/NQ- HDQT 16/02/2017 pay dividends in 2016; - To approve the change in the security measures for the loan at Bac Ninh Development Investment Fund

- To assess the business and production performance in the first quarter of 2017; - To hold the annual general meeting of shareholders 2017; - To register the change in charter capital and update company address; - To approve the credit limit in 2017; 4 No. 04/2017/NQ- HDQT 01/04/2017 - To approve the transaction between the Company and related parties; - To approve a number of investment projects; - To establish a number of one-member limited liability companies; - To select the independent auditors; - Some other contents

5 No. 05/2017/NQ- HDQT 22/06/2017 - To approve the restructuring plan of Dabaco Foodstuffs Processing Company Limited; - To approve the loan, guarantee, opening of letters of credit, credit guarantee at banks - To approve the removal of officials; - To approve the transfer of assets to the subsidiary; - To approve the investment in a number of projects.

III. Supervisory Board: 1. Information about members of the Supervisory Board (SB):

Date of being/not being Members of the Reasons for No. Position members of Attendance Rate Supervisory Board not attending the Supervisory Board

Chief of the 1 Mr. Nguyen Van Linh Supervisory 02 100% Board

Member of the 2 Mr. Ngo Huy Tue 02 100% Supervisory Board

Member of Mrs. Dinh Thi Minh the 3 02 100% Thuan Supervisory Board

IV. Corporate management training: V. List of related persons of the listed company as stipulated in Clause 34, Article 6 of the Law on Securities and transactions of related persons of the company with the Company itself. 1. List of related persons:

No. Name of organizations/ Position (if any) Date of being Date of not Reasons individuals related being related persons persons I Members of the Board of Directors

1 Nguyen Nhu So Chairman of the 26/4/2015 Board of Directors

2 Nguyen Khac Thao Deputy Chairman 26/4/2015 of the Board of Directors

3 Nguyen Thi Thu Huong Member of the 26/4/2015 Board of Directors

4 Nguyen The Tuong Member of the 26/4/2015 Board of Directors

5 Nguyen Hoang Nguyen Member of the 26/4/2015 Board of Directors

6 Le Quoc Doan Member of the 26/4/2015 Board of Directors

7 Nguyen Dinh Toan Member of the 26/4/2015 Board of Directors

8 Tran Xuan Manh Member of the 26/4/2015 Board of Directors

9 Nguyen Thanh Huong Member of the 26/4/2015 Board of Directors

II Members of the Board of General Directors

1 Nguyen Khac Thao General Director 18/5/2015

2 Nguyen Thi Thu Huong Deputy General 18/5/2015 Director – Chief Accountant

3 Nguyen The Tuong Deputy General 18/5/2015 Director 4 Nguyen Van Tuan Deputy General Director

5 Nguyen Trong Kich Deputy General Director

6 Pham Van Hoc Deputy General Director

7 Nguyen Van Bang Deputy General 14/7/2017 Change in job Director

8 Nguyen The Chinh Deputy General 21/11/2016 Director

III Members of the Supervisory Board

1 Nguyen Van Linh Chief of the 26/4/2015 Supervisory Board

2 Ngo Huy Tue Member of the 26/4/2015 Supervisory Board

3 Dinh Thi Minh Thuan Member of the 26/4/2015 Supervisory Board

IV Subsidiaries

1 Bac Ninh Trading 2007 Company Limited

2 Hiep Quang Trading 2006 Company Limited

3 Nutreco Company 2010 Limited

4 Dabaco Real Estate 2010 Company Limited

5 Dabaco Tan Chi Port 2010 Company Limited

6 Dabaco Substructure 2010 Development & Building Investment Company Limited 7 Dabaco Nucleus 2010 Breeding Pig Company Limited

8 Lac Ve Breeding Pig 2010 Company Limited

9 Dabaco Breeding 2010 Chicken Company Limited

10 Dabaco Pig Raising 2008 Investment & Development Company Limited

11 Investment and 2006 Development Breed Processing Company Limited

12 Dabaco Foodstuffs 05/7/2017 Change into Processing Company Joint Stock Limited Company

13 Dabaco Hi-Tech 2011 Agriculture Company Limited

14 Dabaco Tay Bac 2011 Company Limited

15 Nasaco Feed Company 2015 Limited

16 Dabaco Phu Tho 2015 Breeding Pig Company Limited

17 Dabaco Ha Nam 2015 Breeding Pig Company Limited

18 Dabaco Hai Phong 2015 Breeding Pig Company Limited

19 Le Indochina Travel & 05/5/2016 Hotel Co., Ltd 20 Dabaco Luong Tai 04/10/2016 Breeding Pig Company Limited

21 Dabaco Ha Tinh 07/10/2016 Breeding Pig Company Limited

22 Dabaco Vegetable Oil 28/4/2017 New Company Limited establishment

23 Dabaco Binh Phuoc 07/6/2017 New Breeding Company establishment Limited

BT project enterprises

24 Van Mieu – Bac Ninh 2011 Air Lake Construction Company Limited

25 Roadway prolonged 2011 from Do Temple to Ring road III and TL295B Tu Son Construction Company Limited

26 Kinh Duong Vuong 3 2012 Roadway and Truong Chinh Roadway Construction Company Limited

VI. Transactions of internal persons and related persons of the internal persons 1. List of internal persons and related persons of the internal persons:

No. Full name Position (if any) Shareholding Shareholding percentage at at the end of Note the end of period period

1 Nguyen Nhu So Chairman of the Board of 15,132,554 18.27% Directors

Nguyen Van Chuyen Younger brother 153,912 0.19%

Nguyen Van Khuong Younger brother 52 0.0001% Nguyen Thi Thuy Younger sister 43,771 0.05%

Nguyen Thi Tan Hoa Daughter 2,527,242 3.05%

Nguyen Thu Hien Daughter 1,977,371 2.39%

Nguyen Ha Chi Daughter 792,000 0.96%

2 Nguyen Khac Thao Deputy Chairman of the Board of 927,828 1.12% Directors – General Director

3 Nguyen Thi Thu Member of the Huong Board of Directors – Deputy General 1,407,120 1.7% Director – Financial Manager

4 Nguyen The Tuong Member of the Board of Directors – 878,592 1.06% Deputy General Director

5 Le Quoc Doan Member of the Board of 951,371 1.15% Directors

6 Nguyen Dinh Toan Member of the Board of 6,629 0.01% Directors

Nguyen Dinh The Younger brother 2,640 0.003%

7 Tran Xuan Manh Member of the Board of 403,920 0.49% Directors

8 Nguyen Hoang Member of the Nguyen Board of 94,248 0.11% Directors

9 Nguyen Thanh Huong Member of the Board of None Directors 10 Nguyen Van Tuan Deputy General 77,440 0.09% Director

11 Nguyen Trong Kich Deputy General None Director

12 Pham Van Hoc Deputy General 6,600 0.01% Director

13 Nguyen The Chinh Deputy General None Director

14 Nguyen Thi Hue Minh Chief of the Board of Directors Secretariat, 660,000 0.80% Authorized person to disclose information

15 Nguyen Van Linh Chief of the Supervisory 34,320 0.04% Board

Nguyen Thi Van Daughter 2,640 0.003%

16 Ngo Huy Tue Member of the Supervisory 2,772 0.003% Board

Nguyen Thi Phuong Wife 7,260 0.01%

17 Dinh Thi Minh Thuan Member of the Supervisory 3,960 0.005% Board

2. Transactions of internal persons and related persons for shares of the listed company: None VII. Other significant issues