Conclusion of Inspection No. 49/KL-TT regarding Inspection at Masan Group Joint Stock Company

On August 15, 2025, the Inspection Agency of the State Securities Commission (SSC) issued Inspection Conclusion No. 49/KL-TT regarding the inspection at Masan Group Joint Stock Company (MSN/Company). The full text of the Inspection Conclusion is as follows:

1. General Overview
   Masan Group Joint Stock Company was established under Business Registration Certificate No. 4103002877 dated November 18, 2004, issued by the Business Registration Office - Department of Planning and Investment of Ho Chi Minh City, with the initial name Ma San Maritime Company and initial charter capital of 3,200,000,000 VND.

On October 12, 2009, the Company became a public company with charter capital of 4,763,998,200,000 VND; on November 5, 2009, 476,399,820 shares of the Company were officially listed on the Ho Chi Minh City Stock Exchange (HOSE) with the stock code MSN. In July 2015, the Company changed its name to the current name, Masan Group Joint Stock Company.

As of the inspection date, the Company operates under Business Registration Certificate No. 0303576603, with the 33rd amendment registered on July 5, 2024, issued by the Department of Planning and Investment of Ho Chi Minh City, with charter capital of 15,129,280,870,000 VND; the Company has 02 legal representatives: Mr. Nguyen Dang Quang - Chairman of the Board of Directors (BOD) and Mr. Danny Le - General Director.

• Main business lines: MSN operates mainly in management consulting and investment consulting, primarily operating and conducting business in sectors through subsidiaries and affiliated companies, specifically: Consumer Goods, Consumer Retail, Meat Value Chain, High-Tech Materials, and other sectors including financial services, telecommunications services, food and beverage retail chains, and other services.

• Shareholder structure and major shareholders: Based on the shareholder list certified by the Vietnam Securities Depository and Clearing Corporation (VSDC) on March 21, 2025, to organize the 2025 Annual General Meeting of Shareholders (AGMS), the Company has 37,399 shareholders; among them, there are 02 major shareholders which are organizations (owning 42%).

• Subsidiaries and affiliated companies (according to the Company's Consolidated Financial Report for Q1 2025): The Company has 02 direct subsidiaries (The Sherpa Co., Ltd.: 100% ownership; Zenith Investment Co., Ltd.: 100% ownership), 69 indirect subsidiaries, and 03 affiliated companies (Vietnam Technological and Commercial Joint Stock Bank: 19.8% ownership; Cholimex Food Joint Stock Company: 32.8% ownership; Vietnam Livestock Industry Joint Stock Company: 24.9% ownership).

• Charter Capital: According to the Financial Statements (FS) for 2023 and 2024 audited by the Ho Chi Minh City Branch of KPMG Co., Ltd. (KPMG), the Company's charter capital at the points in time of January 1, 2023, December 31, 2023, and December 31, 2024, were 14,237.248 billion VND, 14,308.434 billion VND, and 15,129.281 billion VND, respectively.

• Business results: According to the audited Consolidated Financial Statements for 2023 and 2024, the Company's net profit for 2023 and 2024 was 1,869.927 billion VND and 4,272.384 billion VND, respectively.

2. Inspection and Verification Results

2.1. Implementation of reporting and information disclosure obligations
2.1.1. Regarding the process and organization of reporting and information disclosure

• The Company has built and promulgated the Regulation on Information Disclosure in accordance with Clause 1, Article 300 of Government Decree No. 155/2020/NĐ-CP dated December 31, 2020, detailing the implementation of some articles of the Securities Law (Decree No. 155/2020/NĐ-CP).
• The Company has established an electronic information page (https://www.masangroup.com) and has a dedicated section for shareholder relations to implement periodic and ad-hoc information disclosure.
• The person authorized for information disclosure of the Company: Mr. Tran Phuong Bac - Chief Legal Officer (according to Authorization Certificate No. 177/2015/GUQ dated May 7, 2015, from the Chairman of the BOD).
• The Company has registered and uses the SSC's information disclosure system (IDS Pro system) and HOSE's system (ECM system) in accordance with point b, c, Clause 1, Article 7 of Circular No. 96/2020/TT-BTC dated November 16, 2020, of the Minister of the Ministry of Finance guiding information disclosure on the securities market (Circular No. 96/2020/TT-BTC).

2.1.2. Regarding the implementation of reporting and information disclosure obligations
During the inspection period, the Company implemented reporting and information disclosure obligations for periodic and ad-hoc information in accordance with Circular No. 96/2020/TT-BTC and Circular No. 68/2024/TT-BTC dated September 18, 2024, of the Minister of the Ministry of Finance amending and supplementing some articles of Circulars regulating securities transactions on securities trading systems; clearing and settling securities transactions; activities of securities companies and information disclosure on the securities market. However, the Company disclosed information late regarding Resolution No. 256/2023/NQ-HĐQT dated April 26, 2023, of the BOD approving the additional capital contribution of 5,229,900,000,000 VND to The Sherpa Co., Ltd., accounting for 53.76% of the charter capital at The Sherpa Co., Ltd., violating point c, Clause 2, Article 15 of Circular No. 96/2020/TT-BTC.

2.2. Regarding the offering/additional issuance of shares
During the inspection period, the Company implemented 01 private share offering in 2023, and 2 share issuances under the Employee Stock Ownership Plan (ESOP) in 2023 and 2024, specifically as follows:

2.2.1. 2023 Private Share Offering

• Offering plan and results:
  The private offering of convertible preferred dividend shares was implemented by the Company according to Resolution No. 218/2023/NQ-ĐHĐCĐ dated April 24, 2023, of the 2023 AGMS, Resolution No. 527/2023/NQ-HĐQT dated October 1, 2023, of the BOD approving the implementation of the offering plan, Resolution No. 355/2023/NQ-HĐQT dated December 5, 2023, of the BOD approving adjustments and supplements to some contents of Resolution No. 527/2023/NQ-HĐQT dated October 1, 2023, Resolution No. 359/2023/NQ-HĐQT dated December 5, 2023, of the BOD approving the capital usage plan, Resolution No. 361/2023/NQ-HĐQT dated December 5, 2023, of the BOD approving the registration dossier for the offering, Resolution No. 37/2024/NQ-HĐQT dated January 24, 2024, of the BOD approving the adjustment of the capital usage plan, and Resolution No. 39/2024/NQ-HĐQT dated January 24, 2024, of the BOD approving the registration dossier for the offering.

According to the Company's Offering Result Report No. 162/2024/BC dated April 23, 2024, the offering ended on April 22, 2024. The Company offered 74,576,470 shares at an offering price of 85,000 VND/share to 02 professional securities investors which are foreign organizations (BCC Meerkat LLC and BCC Meerkat II LLC), with total raised funds of 6,338,999,950,000 VND; the number of shares not distributed, 423,530 shares, was not further offered.

According to Document No. 22042024.1/XNSD-VPB dated April 22, 2024, and Document No. 22042024.2/XNSD-VPB dated April 22, 2024, from Vietnam Prosperity Joint Stock Commercial Bank (VPBank), the balance of the Company's blocked account at the time of the end of the offering (April 22, 2024) was 6,338,999,950,000 VND.

• Status of use of funds raised from the offering
  According to documents provided by the Company, from April 26, 2024, to July 25, 2024, the Company incurred short-term savings deposits directly in the blocked account (01 6-month deposit contract, 10 deposit contracts under 3 months).

According to the Report on the status of use of funds raised from the preferred dividend share issuance in the period from April 22, 2024, to October 23, 2024, audited in Audit Report No. 24-01-01113-24-1 dated November 5, 2024, implemented by KPMG, by the end of October 23, 2024, the Company had used all the funds raised from the issuance according to the plan approved by the AGMS/BOD, including: (i) Payment of advisory fees for the preferred dividend share offering to Jefferies Singapore Limited and UBS AG Singapore Branch; (ii) Repayment of borrowed money used to pay principal and interest for matured bonds (codes MSNH2023054, MSNH2023055, MSNH2023056); (iii) Repayment of deposits for investment cooperation contracts and repayment of capital usage fees for investment cooperation contracts; (iv) Payment of part of the principal and interest of US Dollar (USD) loans disbursed in 2022 and 2023; (v) Payment of interest for bonds MSNH2328002, MSNH2227007, MSNH2227001, MSNH2227002, MSNH2328001, MSNH2227003, and MSNH2227004; (vi) Capital contribution to the subsidiary.

2.2.2. 2023 Employee Stock Ownership Plan (ESOP) Share Issuance

• According to Resolution No. 218/2023/NQ-ĐHĐCĐ dated April 24, 2023, of the 2023 AGMS, Resolution No. 271/2023/NQ-HĐQT dated May 18, 2023, of the BOD, Resolution No. 273/2023/NQ-HĐQT dated May 18, 2023, of the BOD, Resolution No. 305/2023/NQ-HĐQT dated June 20, 2023, of the BOD, and the Company's Issuance Result Report No. 401/2023/TB dated July 19, 2023, the Company distributed 7,118,623 shares to 49 employees; the issuance ended on July 13, 2023; the total number of shares after the issuance was 1,430,843,406 shares. According to the Account Balance Confirmation Certificate No. dated July 13, 2023, from VPBank, the balance of the blocked account at the time of the end of the offering (July 13, 2023) of the Company was 71,186,230,000 VND raised from the employee share issuance. On July 14, 2023, the Company disclosed the result of the issuance on the Company's electronic information page and HOSE.

• On August 7, 2023, VSDC issued Securities Registration Certificate No. 096/2009/GCNCP-VSD-19, registration amendment No. 19 dated August 7, 2023, regarding the supplementary registration of 7,118,623 shares of the Company. On August 9, 2023, HOSE issued Decision No. 430/QĐ-SGDHCM approving the change of listing registration from the Company's issuance. The effective date of the listing change is August 11, 2023; the first trading date of the supplementary listed securities is July 15, 2024.

2.2.3. 2024 Employee Stock Ownership Plan (ESOP) Share Issuance

• According to Resolution No. 178/2024/NQ-ĐHĐCĐ dated April 25, 2024, of the 2024 AGMS, Resolution No. 222/2024/NQ-HĐQT dated May 21, 2024, of the BOD, Resolution No. 224/2024/NQ-HĐQT dated May 21, 2024, of the BOD, and the Company's Issuance Result Report No. 260/2024/TB dated June 18, 2024, the Company distributed 7,508,211 shares to 94 employees; the issuance ended on June 18, 2024; the total number of shares after the issuance was 1,512,928,087 shares. According to Account Balance Confirmation Document No. 1806/SNXD-VPB dated June 18, 2024, from VPBank, the balance of the blocked account at the time of the end of the offering (June 18, 2024) of the Company was 75,082,110,000 VND raised from the employee share issuance. On June 19, 2024, the Company disclosed the result of the issuance on the Company's electronic information page and HOSE.

• On July 1, 2024, VSDC issued Securities Registration Certificate No. 096/2009/GCNCP-VSDC-21, registration amendment No. 21 dated July 1, 2024, regarding the supplementary registration of 7,508,211 shares of the Company. On July 2, 2024, HOSE issued Decision No. 352/QĐ-SGDHCM approving the change of listing registration from the Company's issuance. The effective date of the listing change is July 4, 2024; the first trading date of the supplementary listed securities is June 18, 2025.

2.3. Regarding the public offering of corporate bonds
During the inspection period, the Company implemented 03 public offerings of corporate bonds (including 04 bond codes). In addition, the Company had 13 public offerings of corporate bonds in 2020 and 2021 with outstanding debt as of January 1, 2023, specifically as follows:

2.3.1. 2023 Offering of Bond Code MSNH2227001 (700 billion VND)

• Offering plan and results:
  The public offering of bond code MSNH2227001 was implemented by the Company according to Public Offering Registration Certificate No. 01/GCN-UBCK dated January 4, 2023, of the SSC, Resolution No. 218/2022/NQ-HĐQT dated May 24, 2022, of the BOD approving the bond issuance plan attached with Appendix I on the Public Offering Plan for Bonds, Resolution No. 222/2022/NQ-HĐQT dated May 25, 2022, of the BOD approving the registration dossier for the offering, Resolution No. 419/2022/NQ-HĐQT dated September 16, 2022, of the BOD approving the change of the public bond issuance plan with a maximum total face value of 700 billion VND, and Resolution No. 423/2022/NQ-HĐQT dated September 17, 2022, of the BOD approving updates to the registration dossier for the offering. The purpose of capital usage is to pay part of the matured principal of Bond BondMSN012023 (stock code MSN12002; total face value 3,000 billion VND issued by MSN on March 9, 2020, maturing on March 9, 2023).

According to the Company's Offering Result Report No. 57/TB-2023 dated February 20, 2023, the offering ended on February 20, 2023. The Company offered 7,000,000 bonds (non-convertible bonds, not accompanied by warrants, no collateral) at an offering price of 100,000 VND/bond, through the issuing agent TCBS Joint Stock Commercial Securities Company (TCBS), with total raised funds of 700 billion VND; the representative of bondholders is TCBS.

According to Document No. 01/640919/2023 dated February 20, 2023, from VPBank, the balance of the Company's blocked account at the time of the end of the offering (February 20, 2023) was 700 billion VND.

• Status of use of funds raised from the offering
  According to documents provided by the Company, on March 6, 2023, from the blocked account, the Company transferred 700 billion VND to the account of TCBS to pay part of the matured principal of bond code MSNP02202301 (old code BondMSN012023; principal and interest recorded and settled at TCBS) according to the plan approved by the BOD.

2.3.2. 2023 Offering of Bond Code MSNH2227002 (800 billion VND)

• Offering plan and results:
  The public offering of bond code MSNH2227002 was implemented by the Company according to Public Offering Registration Certificate No. 02/GCN-UBCK dated January 4, 2023, of the SSC, Resolution No. 220/2022/NQ-HĐQT dated May 24, 2022, of the BOD approving the bond issuance plan attached with Appendix I on the 2022 Public Offering Plan for Bonds, Resolution No. 224/2022/NQ-HĐQT dated May 25, 2022, of the BOD approving the registration dossier for the offering, Resolution No. 421/2022/NQ-HĐQT dated September 16, 2022, of the BOD approving the change of the public bond issuance plan with a maximum total face value of 800 billion VND, and Resolution No. 425/2022/NQ-HĐQT dated September 17, 2022, of the BOD approving updates to the registration dossier for the offering. The purpose of capital usage is to pay part of the matured principal of Bond BondMSN012023 (stock code MSN12002) (total face value 3,000 billion VND issued by MSN on March 9, 2020, maturing on March 9, 2023).

According to the Company's Offering Result Report No. 58/TB-2023 dated February 22, 2023, the offering ended on February 22, 2023. The Company offered 8,000,000 bonds (non-convertible bonds, not accompanied by warrants, no collateral) at an offering price of 100,000 VND/bond, through the issuing agent TCBS, with total raised funds of 800 billion VND; the representative of bondholders is TCBS.

According to Document No. 02/640919/2023 dated February 22, 2023, from VPBank, the balance of the Company's blocked account at the time of the end of the offering (February 22, 2023) was 800 billion VND.

• Status of use of funds raised from the offering
  According to documents provided by the Company, from the blocked account, on March 6, 2023, the Company transferred 800 billion VND to the account of TCBS to pay part of the matured principal of bond code MSNP02202301 (old code BondMSN012023; principal and interest recorded and settled at TCBS) according to the plan approved by the BOD.

2.3.3. 2023 Offering of Bond Codes MSNH2328001 and MSNH2328002 (4,000 billion VND)

• Offering plan and results:
  The public offering of bond codes MSNH2328001 and MSNH2328002 was implemented by the Company according to Public Offering Registration Certificate No. 30/GCN-UBCK dated February 15, 2023, of the SSC, Resolution No. 486/2022/NQ-HĐQT dated October 24, 2022, of the BOD approving the bond issuance plan attached with Appendix I on the 2022 Public Offering Plan for Bonds, Resolution No. 488/2022/NQ-HĐQT dated October 25, 2022, of the BOD approving the registration dossier for the offering, Resolution No. 607/2022/NQ-HĐQT dated December 23, 2022, of the BOD approving the registration dossier for the offering, and Decision No. 167/2023/QĐ-PTGD-MASAN dated March 20, 2023, of the Deputy General Director (implementing Batch 2). The purpose of using raised funds is to pay part or all of the matured principal of bonds BondMSN022023 (stock code MSN12001) and bond BondMSN032023 (stock code MSN12003).

According to the Company's Offering Result Report No. 110/TB-2023 dated March 20, 2023 (Batch 1), the offering ended for code MSNH2328001 on March 17, 2023. The Company offered 20,000,000 bonds (non-convertible bonds, not accompanied by warrants, no collateral) at an offering price of 100,000 VND/bond, through the issuing agent MB Joint Stock Commercial Securities Company (MBS), with total raised funds of 2,000 billion VND; the representative of bondholders is MBS.

According to the Company's Offering Result Report No. 233/TB-2023 dated April 27, 2023 (Batch 2), the offering ended for code MSNH2328002 on April 27, 2023. The Company offered 20,000,000 bonds (non-convertible bonds, not accompanied by warrants, no collateral) at an offering price of 100,000 VND/bond, through the issuing agent MBS, with total raised funds of 2,000 billion VND; the representative of bondholders is MBS.

According to Document No. 192/CIB-SGD1 dated March 17, 2023, from Military Commercial Joint Stock Bank - Branch 1, the balance of the Company's blocked account at the time of the end of Batch 1 offering (March 17, 2023) was 2,000 billion VND, and at the time of the end of Batch 2 offering (April 27, 2023) was 2,000 billion VND.

• Status of use of funds raised from the offering
  According to documents provided by the Company, from the blocked account, the Company disbursed the total funds of 4,000 billion VND raised from the 02 offerings for the purposes according to the plan approved by the Company's BOD, including: (i) Using 2,000 billion VND (raised from Batch 1) to pay part of the matured principal of bond code MSNP03202301 (old code BondMSN022023; principal and interest recorded and settled at TCBS); (ii) Using 2,000 billion VND (raised from Batch 2) to pay part of the matured principal of bond code MSN05202301 (old code BondMSN032023; principal and interest recorded and settled at TCBS).

2.3.4. Public offerings of corporate bonds in 2020 and 2021 with outstanding debt during the inspection period
The Company had 13 public offerings of corporate bonds in 2020 and 2021 with a total issuance value of 14,000 billion VND with outstanding debt during the inspection period; these are uncollateralized bonds with a 36-month term issued in accordance with Decree No. 155/2020/NĐ-CP. The inspection team reviewed the use of funds from these issuances, specifically:

• Bond issuances with a total value of 10,000 billion VND including bond codes MSN02202301, MSN03202301, MSN05202301, and MSN06202301 according to Resolution No. 305/2019/NQ-HĐQT dated December 20, 2019, of the BOD:
  According to the Report on the status of use of proceeds from 02 bond issuances from March 9, 2020, to March 31, 2020, and the Report on the status of use of proceeds from 02 bond issuances from May 12, 2020, to June 10, 2020, audited by KPMG and documents provided by the Company, from the blocked account, the Company disbursed the total funds of 10,000 billion VND raised from the offering for the purposes according to the plan approved by the Company's BOD, including: (i) Additional capital contribution to Masan Vision Co., Ltd.; (ii) Internal lending; (iii) Payment of loans to Nui Phao Mining and Processing Exploitation Joint Stock Company.

• Bond issuances with a total value of 4,000 billion VND including 09 bond codes from MSN1220007 to MSN1220015 according to Resolution No. 282/2020/NQ-HĐQT dated August 12, 2020, of the BOD:
  According to the Report on the progress of use of proceeds from the public bond issuance from November 4, 2020, to November 12, 2020, and the Report on the progress of use of proceeds from the public bond issuance from December 14, 2020, to January 19, 2021, audited by KPMG and documents provided by the Company, from the blocked account, the Company disbursed the total funds of 4,000 billion VND raised from the offering for the purposes according to the plan approved by the Company's BOD, including: (i) Payment of loans to Vincommerce General Trading Services Joint Stock Company; (ii) Additional capital contribution to the subsidiary The Sherpa Co., Ltd.

2.4. Compliance with corporate governance regulations
2.4.1. Documents issued by the Company related to corporate governance

• The Company's Charter was last amended and supplemented on April 25, 2025, approved at Resolution No. 204/2025/NQ-ĐHĐCĐ dated April 25, 2025, of the 2025 AGMS. The Company's Charter is built according to the model in Appendix I issued with Circular No. 116/2020/TT-BTC dated December 31, 2020, of the Minister of the Ministry of Finance guiding some articles on corporate governance applicable to public companies under Decree No. 155/2020/NĐ-CP (Circular No. 116/2020/TT-BTC).
• The Company has issued the Internal Regulation on Corporate Governance, the Regulation on the Operation of the BOD, and the Regulation on the Operation of the Audit Committee (AC); the content of these documents is basically built according to the models in Appendices II, III, and V issued with Circular No. 116/2020/TT-BTC.

2.4.2. Person in charge of corporate governance
During the inspection period, the person in charge of corporate governance was Mr. Tran Phuong Bac, Position: Chief Legal Officer (according to Resolution No. 153/2019/NQ-HĐQT dated July 5, 2019, of the BOD).

2.4.3. Regarding the operation of the BOD, AC, and Executive Board

• Structure and operation of the BOD: At the time of inspection, the Company's BOD had 06 members, including 02 independent members and 03 non-executive members in accordance with Article 276 of Decree No. 155/2020/NĐ-CP. During the inspection period, the Company's BOD organized 11 meetings and 45 written consultations. The Company fully keeps Resolutions, Minutes, and BOD meeting documents in accordance with Article 279 of Decree No. 155/2020/NĐ-CP.
• Structure and operation of the AC: At the time of inspection, the Company's AC had 02 members who are independent BOD members and non-executive BOD members in accordance with Clause 2, Article 282 of Decree No. 155/2020/NĐ-CP; the Chairman of the AC meets the standards prescribed in Clause 4, Article 282 of Decree No. 155/2020/NĐ-CP. During the inspection period, the AC organized 05 meetings and kept AC meeting Minutes in accordance with Clause 1, Article 289 of Decree No. 155/2020/NĐ-CP.
• Executive Board: At the time of inspection, the Company's Executive Board had 05 members (01 General Director, 02 Deputy General Directors, 01 Chief Financial Officer, and 01 Chief Accountant).

2.4.4. Regarding the organization of the AGMS
During the inspection period, the Company organized 03 meetings of the AGMS for the years 2023, 2024, 2025, and 02 written consultations of shareholders in 2023 and 2024.

• The AGMS for the years 2023, 2024, 2025 were organized within 04 months from the end of the fiscal year in accordance with Article 139 of the 2020 Enterprise Law.
• The list of shareholders with the right to attend the AGMS for the years 2023, 2024, 2025 and the list of shareholders sent written consultation ballots in 2023, 2024 were compiled according to the Company's shareholder register provided by VSDC. The Company disclosed the record date for existing shareholders to exercise their rights to attend the AGMS for the years 2023, 2024, 2025, and to conduct written consultations of shareholders in 2023, 2024 in accordance with Clause 4, Article 11 of Circular No. 96/2020/TT-BTC.
• The Company sent meeting invitations for the AGMS for the years 2023, 2024, 2025, and written consultation letters for shareholders in 2023, 2024 by secure mail delivery to the contact address of shareholders (via express delivery units) in accordance with Clause 1, Article 143, Clause 2, Article 149 of the 2020 Enterprise Law and Clause 3, Article 11 of Circular No. 96/2020/TT-BTC.
  The Company posted documents for the AGMS for the years 2023, 2024, 2025 and documents for written consultation of shareholders in 2023, 2024 on the Company's electronic information page in accordance with Article 143 of the 2020 Enterprise Law and Clause 3, Article 10, point b, Clause 3, Article 11 of Circular No. 96/2020/TT-BTC.
• The Report on the operation of the BOD, Independent BOD Members in the AC at the AGMS meetings for the years 2023, 2024, and 2025 has content in accordance with Article 280, Article 284 of Decree No. 155/2020/NĐ-CP.

2.4.5. Transactions with related parties

• According to the separate Financial Statements for 2023, 2024 audited, the self-prepared Separate Financial Statement for Q1/2025, and the Corporate Governance Status Report for 2023, 2024, during the inspection period...