2022/08/31 | Công bố thông tin

CONINCO - Press release on some press information reflecting the corporate governance situation of the Company

Consultant and Inspection Joint Stock Company of Construction Technology and Equipment (CONINCO., JSC) would like to send the State management agencies, press agencies, professional associations, customers, partners, employees, and shareholders of the Company "Press release on some press information reflecting the corporate governance situation of Consultant and Inspection Joint Stock Company of Construction Technology and Equipment (CONINCO., JSC)” in the recent time as follows:

Press Release
(The Translation)

Consultant and Inspection Joint Stock Company of Construction Technology and Equipment (CONINCO., JSC) (CONINCO) was formerly a Research Institute under the Ministry of Construction, established in April 1979. In June 1997, CONINCO was approved and classified as a Grade I enterprise under the Ministry of Construction. In December 2006, CONINCO was approved by the Ministry of Construction to transfer into a Joint Stock Company. On January 24th, 2007, CONINCO was granted a Certificate of Business Registration for Joint Stock Company, operating under the Law on Enterprises and the Company's Charter. Currently, CONINCO is a public joint stock company (stock symbol: CNN) traded on UpCom, with a charter capital of VND 88,000,000,000 (eighty-eight billion Vietnamese dongs), in which the capital ownership rate of Vietnam National Construction Consultants Corporation - JSC (VNCC) accounted for 19.7%, other shareholders (organizations and individuals) accounted for 80.3%. The total number of employees as of August 2022 is nearly 1,500 people in the whole CONINCO system.

In the recent time, CONINCO has received a number of feedback from the press, public opinion, and competent authorities on the situation of corporate governance, focusing on the following contents:

  • The Company's Charter was creating conditions for Mr. Nguyen Van Cong - Chairman of the Board of Management, to acquire power.
  • The process of electing the Chairman of the Board of Management for the term 2022 - 2027 is not in accordance with regulations.
  • Mr. Nguyen Van Cong - Chairman of the Board of Management, is not well enough to perform his duties as prescribed.
  • The Chairman of the Board of Management has the right to decide on the transaction of all Purchase Contracts and Asset Loan Contracts with a value of up to 35% of the total value of the Company's assets.

Regarding this matter, CONINCO would like to inform the Company's Organizations, Customers, Partners, Employees, and Shareholders as follows:

  1. As stated in the press, CONINCO has not received written feedback directly from shareholders on the corporate governance situation.
  2. The Company's Charter was approved by the Annual General Meeting of Shareholders (GMS) in 2021 in accordance with the law with the rate of 100% shareholders attending the meeting (including members of the Board of Management, General Director, Deputy General Directors, and other shareholders). The development of this Charter has been carried out in accordance with the order and procedures (Draft preparation, collection of comments, approval of the General Meeting of Shareholders, and information disclosure in accordance with regulations).
  3. The General Director of the Company confirmed that there is no action of power acquisition as stated in the press. At the same time, the extensive authorization for the Board of General Directors in various fields has been consistent with the Company's business development and management model for many years since it was still a state-owned enterprise.
  4. The organization of the General Meeting of Shareholders in 2022 and the election of the Chairman of the Board of Management for the term of 2022 - 2027 complied with the provisions of the Law on Enterprises and the Company's Charter. The agenda for the 2022 General Meeting of Shareholders, including the election of the Chairman of the Board of Management, was approved by 100% of the shareholders attending the meeting. The authority to self-nominate, nominate and elect the Board of Management was decided by the General Meeting of Shareholders. At the first meeting of the Board of Management for the term 2022 - 2027, Mr. Nguyen Van Cong was elected by 5/5 (100%) members of the Board of Management to be the Chairman of the Board of Management.
  5. Mr. Nguyen Van Cong - Chairman of the Board of Management, is still well enough to perform his duties, regularly directing and signing documents under his authority.
  6. The Company's Charter stipulates that "The Chairman of the Board of Management is responsible for approving various types of purchase contracts and other contracts and transactions with a value of less than thirty-five [35%] percent of the total value of assets recorded in the most recent financial statement of the Company, except for the cases specified at Point (d) Clause 2, Article 138, Clause 1 and Clause 3, Article 167 of the Law on Enterprises". This provision is not contrary to the law. 

At the same time, the Company's internal regulations also detail:

  • The Chairman of the Board of Management signs the construction contract (a contract to provide construction consulting services) with a value from 5% to less than 35% of the total value of assets recorded in the most recent financial statement of the Company. For contracts with a value of 35% or more of the total asset value, it shall be decided by the Board of Management and signed by the Chairman of the Board of Management;
  • The Board of General Directors signs the construction contract with a value of less than 5% of the total value of assets recorded in the most recent financial statement of the Company;
  • Contracts for purchase, technology transfer, and other transactions: Contracts valued at VND 10 billion or more up to less than 35% of the total value of assets recorded in the Company's most recent financial statements shall be approved by the Board of Management, and the value is more than 35% of the total value of assets recorded in the most recent report of the Company shall be approved by the General Meeting of Shareholders and signed by the Chairman of the Board of Management.

CONINCO confirms that the information reflected is inaccurate, one-sided, personally focusing on Mr. Nguyen Van Cong - Chairman of the Board of Management, legal representative of the Company, affecting the reputation and CONINCO brand name; directly affecting the psychology, employment, and income of nearly 1,500 employees of the Company and companies in the CONINCO system.

CONINCO would like to send this Press Release to clarify the information; wish to receive the sharing, trust, cooperation, and support from Organizations, Customers, Partners, Employees, and Shareholders of the Company. We are committed to continuing to do our best for the development of the construction industry in general, as well as the CONINCO brand name in particular, bringing benefits to customers, employees, and shareholders.

Best regards./.

GENERAL DIRECTOR 
Phan Ngoc Cuong   

                                                                                        (Signed)