ANNUAL REPORT 2024
TOGETHER IN BELIEF, LEADING IN INNOVATION
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A Rights and Equitable Treatment of Shareholders
A Rights and Equitable Treatment of Shareholders
A.2 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.
A.6 Notice of AGM
A.6.3
In the notice of AGM/circulars, are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? In the notice of AGM/circulars, are the auditors seeking appointment/re-appointment clearly identified?
The Company disclosed information and published on its website the resumes of each member of the BOD who was elected or re-elected.
A.2.13
Does the company provide at least 21 days notice for all AGMs and EGMs?
The Company fulfilled its disclosure obligations regarding the organization of AGM/EGM
A.2.14
Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement?
The Company disclosed and published on website all documents related to each matter to be presented to the GMS
A.6.4
The independent auditing firms prepared for election or re-election were clearly listed and submitted for approval by the GMS.
A.2.15 Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage?
Pursuant to Clause 4, Article 18 of the Company's Charter, shareholders or groups of shareholders holding 5% or more of the total common shares shall have the right to propose matters to be included in the agenda of the GMS.
A.6.5
In the notice of AGM/circulars, were the proxy documents made easily available?
The proxy form for attending the AGM was published on the Company's website, and a hard copy was also sent to each shareholder at the address previously registered by the shareholder.
A.3
A.7
Markets for corporate control should be allowed to function in an efficient and transparent manner.
Insider trading and abusive self-dealing should be prohibited.
A.3.1
In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price?
The Company has not encountered such a situation. If it arises, the Company will consider appointing an independent party to evaluate the reasonableness of the transaction.
A.7.1
Are the directors / commissioners required to report their dealings in company shares within 3 business days?
Members of the BOD are obligated to disclose information when there are transactions involving the Company's shares, as stipulated in Circular No. 96-2020/TT-BTC, which provides guidance on information disclosure in the securities market. This requirement is also recorded in the Company's Information Disclosure Regulations.
A.4 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.8
Related party transactions by directors and key executives.
A.4.1
Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings?
Shareholders may exercise the rights stipulated in Article 12 of the Company Charter. The Company’s Investor Relations Department consistently conducts periodic activities aimed at engaging shareholders and investors, thereby encouraging shareholder participation beyond the framework of the GMS
A.8.1
Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders?
The Company did not establish a subcommittee to perform this task. However, Board members continuously review and provide opinions or approve such transactions to ensure the best interests of the Company and its shareholders.
A.5 Shares and voting rights
A.8.2
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?
In cases where Board members engage in transactions that present a conflict of interest with the Company, such members shall abstain from voting and will not be counted in the quorum as stipulated in Clause 15, Article 30, and Clause 5, Article 40 of the Company Charter.
A.5.1
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)?
To date, the Company has only issued common stock. In the event that the Company issues multiple types of stock in the future, the Company will publicly disclose the corresponding voting rights for each type of stock to ensure full transparency and provision of information to shareholders.
A.8.3
Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates?
According to Clause 4, Article 40 of the Company's Charter, the Company is not allowed to provide loans or guarantees to members of the BOD.
A.6 Notice of AGM
A.6.1
Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution?
Each matter presented to the GMS at the AGM was documented in a separate proposal and was included as distinct sections when incorporated into a Resolution. The Company did not separate each matter approved into individual Resolutions.
A.9
Protecting minority shareholders from abusive actions
A.9.1
Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?
As stipulated in Article 40 of the Company's Charter, the Company has the responsibility to present draft contracts or transactions and explain the key contents of such transactions for approval by the BOD or the GMS. Once the transaction is approved, the Company will proceed with information disclosure.
A.6.2
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version?
All announcements and meeting documents related to the AGM were presented bilingually in Vietnamese and English and disclosed simultaneously.
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