Conclusion of Inspection No. 49/KL-TT Regarding Inspection of Vietravel Tourism Joint Stock Company

On September 3, 2026, the State Securities Inspectorate issued Conclusion of Inspection No. 49/KL-TT regarding the inspection of Vietravel Tourism Joint Stock Company (the Company/VTR). The full text of the Conclusion of Inspection is as follows:

General Overview

Vietravel Tourism Joint Stock Company, formerly the Tracodi Tour Center under the Joint Stock Company for Transport Investment and Development (Tracodi). In 1995, the Tracodi Tour Center officially developed into an independent enterprise named the Tourism and Transport Marketing Company (Vietravel), directly under the Ministry of Transport. In 2014, the Company underwent joint stock conversion and was renamed the Vietnam Tourism and Transport Marketing Joint Stock Company – Vietravel, operating under Business Registration Certificate No. 0300465937 issued initially by the Department of Planning and Investment of Ho Chi Minh City (now the Department of Finance of Ho Chi Minh City) on September 27, 2010.

In 2014, the Company registered as a public company with the State Securities Commission. On June 30, 2015, the Vietnam Securities Depository (now the Vietnam Clearing and Depository Corporation - VSDC) issued Securities Registration Certificate No. 49/2015/GCNCP-VSD (first time) for the Company, with a total registered securities quantity of 3,650,000 shares.

On July 31, 2019, the Hanoi Stock Exchange (HNX) issued Decision No. 506/QĐ-SGDHN approving the registration of the Company's stock trading (stock code VTR), with a registered trading volume of 12,641,633 shares, and the first trading date was September 27, 2019. On June 11, 2025, the Company officially changed its name to Vietravel Tourism Joint Stock Company according to the 38th Amendment Business Registration Certificate.

At the time of inspection, the Company operated under Business Registration Certificate No. 0300465937 issued initially by the Department of Finance of Ho Chi Minh City on September 27, 2010, with the 42nd amendment on April 29, 2026. The Company's headquarters is located at 190 Pasteur, Xuan Hoa Ward, Ho Chi Minh City. The legal representative is Mr. Nguyen Quoc Ky - Chairman of the Board of Directors.

Main business activities (according to Business Registration Certificate): Tour operation, other currency intermediary activities; Other supporting transport services; Freight transport by land; Other passenger land transport; Short-term accommodation services, etc.
Regarding subsidiaries and affiliated companies: At the time of inspection, the Company had 13 subsidiaries and 03 affiliated companies.
Process of capital increase/decrease from the time of registering as a public company to the time of announcing the inspection decision: According to the information published by the Company in the 2025 Annual Report, from the time the Company registered as a public company (2015) to the time of announcing the inspection decision, the Company implemented 10 rounds of share offers/issuances and 01 round of share buyback for resigned employees (ESOP) to reduce charter capital, with charter capital increasing from 36,500,000,000 VND to 664,944,100,000 VND.
Regarding shareholder structure and major shareholders: According to the shareholder list confirmed by VSDC on March 16, 2026, to organize the 2026 Annual General Meeting of Shareholders (AGM), the Company has 2,623 shareholders, including 02 major institutional shareholders (Vietravel Group Joint Stock Company owns 14.58% of shares, VinaCapital Fund Management Joint Stock Company owns 9.97% of shares) and 02 major individual shareholders (Mr. Nguyen Quoc Ky owns 11.18% of shares, Ms. Nguyen Thuy Tien owns 20.94% of shares).
Charter capital and business operation status: According to the audited consolidated financial statements (CFS) for 2023, 2024, and 2025 by AFC Vietnam Audit Company Limited and the CFS for Q1/2026 prepared by the Company, the Company's charter capital at the times of 01/01/2023, 31/12/2023, 31/12/2024, 31/12/2025, and 31/03/2026 were respectively 172,948,330,000 VND, 292,948,330,000 VND, 292,390,900,000 VND, 664,944,100,000 VND, and 664,944,100,000 VND; the Company's net profit for 2023, 2024, 2025, and Q1 2026 were respectively 79,949,998,050 VND, 35,304,164,813 VND, 2,509,038,371 VND, and (22,795,041,984) VND.

Inspection and Verification Results

2.1. Implementation of Information Disclosure (ID) Obligations

2.1.1. Regarding the process and organization of ID

The Company has built and promulgated the ID Regulation in accordance with Clause 1, Article 300 of Government Decree No. 155/2020/NĐ-CP dated December 30, 2020, detailing the implementation of certain provisions of the Securities Law (Decree No. 155/2020/NĐ-CP).
The Company has established an electronic website at https://www.vietravel.com in accordance with Point a, Clause 2, Article 7 of Circular No. 96/2020/TT-BTC dated November 16, 2020, by the Minister of the Ministry of Finance guiding information disclosure on the securities market (Circular No. 96/2020/TT-BTC). The Company's electronic website has a dedicated section for shareholder relations, which has published the Company Charter, ID Regulation, Internal Governance Regulation, Board of Directors (BoD) Operation Regulation, Audit Committee Operation Regulation, periodic and ad hoc information as prescribed by Point c, Clause 2, Article 7 of Circular No. 96/2020/TT-BTC.
Person performing ID: Mr. Nguyen Quoc Ky - Chairman of the BoD, Legal Representative of the Company.
Regarding ID methods: The Company has registered and used the State Securities Commission's ID system (IDS system) and the HNX electronic website (https://hnx.vn) in accordance with Points b, c, Clause 1, Clause 9, Article 7 of Circular No. 96/2020/TT-BTC.

2.1.2. Regarding compliance with legal regulations on ID

The inspection results show that the Company violated the implementation of ID obligations, specifically as follows:

a) Regarding periodic and ad hoc ID obligations

The Company did not ID on time according to legal regulations on the State Securities Commission's ID system and the HNX electronic website for some materials of the 2023, 2024, 2025, and 2026 Annual General Meetings of Shareholders (AGM), specifically:

2023 AGM materials: ID not on time for the 2022 Business Operation Report and 2023 Plan, Proposal on approving the private share issuance plan for 2023, Proposal on approving the employee stock option program, Proposal on BoD remuneration for 2022 and 2023 plan.
2024 AGM materials: ID not on time for the Proposal on approving the offer plan, plan for using and repaying capital raised from the private convertible bond issuance in the domestic market; Proposal on approving the 2024 AGM Organization Regulation.
2025 AGM materials: ID not on time for the 2024 Activity Report and 2025 Plan, Proposal on dismissing BoD members and nominating new BoD members for the 2024 – 2029 term.
2026 AGM materials: ID not on time for the BoD Report, 2025 Activity Report and 2026 Plan, Proposal on approving the management plan and recovering receivables, Proposal on the Dividend Payment Plan.

The Company did not ID according to regulations on the State Securities Commission's ID system, HNX electronic website, and the Company's website for the following materials: Resolution No. 361-NQ/BoD-VP dated 12/05/2023 regarding implementing credit transactions and approving related Contracts between the Company and Vietnam Bank for Industry and Trade Joint Stock Company – HCMC Branch 7; Resolution No. 342-NQ/BoD-VP dated 09/06/2024 approving the Company's borrowing, guarantee, and L/C opening at Vietnam Bank for Investment and Development Joint Stock Company – SGD 2 Branch; Resolution No. 422-NQ/BoD-VP dated 11/13/2024 regarding signing and using Credit Limits at Vietnam Bank for Industry and Trade Joint Stock Company – HCMC Branch 7 to implement business plans; Resolution No. 55-NQ/BoD-VP dated 10/27/2025 approving the Company's extension of Credit Limits and re-approval of credit limits at Vietnam Bank for Investment and Development Joint Stock Company – HCMC SGD 2 Branch; Resolution No. 55-NQ/BoD-VP dated 10/27/2025; Resolution No. 62-NQ/BoD-VP dated 12/16/2025 approving credit transactions between the Company and Vietnam Bank for Industry and Trade Joint Stock Company – HCMC Branch 7; Resolution No. 58A-NQ/BoD-VP dated 11/18/2025 regarding unified registration to purchase 1,000,000 shares of Viet Dan Ong Viet Communication and Event Joint Stock Company.

b) ID with incomplete content

The Company did not ID the full content explaining the reasons for the difference between pre-audit/post-audit/inspection net profit, specifically:

In Document No. 1688/CV-VT dated 08/29/2024, the Company explained the reasons for the difference in net profit before and after inspection exceeding 5% on the 6-month consolidated financial report for 2024 as due to increased financial costs, lacking reasons related to financial revenue.
In Document No. 1686/CV-VT dated 08/29/2024, the Company explained the reasons for the difference in net profit before and after inspection exceeding 5% on the consolidated 6-month financial report for 2024 as due to increased financial costs, lacking reasons related to financial revenue.
In Document No. 1887/CV-VT/2025 dated 08/29/2025, the Company explained the reasons for the difference in net profit before and after inspection exceeding 5% on the consolidated 6-month financial report for 2025 as due to increased loan interest costs, lacking main reasons related to Cost of Goods Sold, Investment Loss Provisions, and Exchange Rate Differences.
In Document No. 482/CV-VT/2026 dated 03/30/2026, the Company explained the reasons for the difference in net profit before and after audit exceeding 5% on the consolidated annual financial report for 2025 as due to increased corporate income tax according to the 2025 finalization decision, lacking main reasons related to financial revenue and financial costs.
In Document No. 485/CV-VT/2026 dated 03/30/2026, the Company explained the reasons for the difference in net profit before and after audit exceeding 5% on the consolidated annual financial report for 2025 as due to adjusting the recognition of financial revenue from loans not recognized in Q4/2025, lacking main reasons related to financial costs and corporate income tax.

The Company did not ID the 2023, 2024, 2025, and 2023, 2024, 2025 Corporate Governance Reports (CGR) for the first 6 months and full years with incomplete content according to the template in Appendix V issued with Circular No. 96/2020/TT-BTC, specifically:

In the first 6 months of 2023 and the full year 2023, the Company's BoD issued 24 and 52 Resolutions/Decisions respectively; however, in the CGR for the first 6 months of 2023 and the year 2023, the Company only recorded issuing 22 and 41 Resolutions/Decisions of the BoD respectively.
In the first 6 months of 2024 and the full year 2024, the Company's BoD issued 44 and 85 Resolutions/Decisions respectively; however, in the CGR for the first 6 months of 2024 and the year 2024, the Company only recorded issuing 22 and 48 Resolutions/Decisions of the BoD respectively.
In the first 6 months of 2025 and the full year 2025, the Company's BoD issued 36 and 102 Resolutions/Decisions respectively; however, in the CGR for the first 6 months of 2025 and the year 2025, the Company only recorded issuing 28 and 97 Resolutions/Decisions of the BoD respectively.
According to the documents provided by the Company, in 2023, 2024, 2025, the Company had 18 subsidiary/affiliated companies of insiders; however, in the CGRs for the first 6 months of 2023, 2024, 2025, and the years 2023, 2024, 2025, the Company only recorded 09 companies as subsidiaries/affiliated companies of insiders.
According to the audited financial statements for 2023, 2024, 2025, the inspected financial statements for the first 6 months of 2023, 2024, 2025, and the documents provided by the Company, in 2023, 2024, 2025, the Company had transactions with subsidiaries/affiliated companies of insiders (providing services, purchasing airline tickets, granting trademark usage rights, paying on behalf, lending, transferring shares, guaranteeing, etc.) with total values as follows:
(i) In the first 6 months of 2023 and the full year 2023, the total transaction values were 858,276.78 million VND and 1,721,289.74 million VND respectively.
(ii) In the first 6 months of 2024 and the full year 2024, the total transaction values were 976,783.95 million VND and 1,926,692.98 million VND respectively.
(iii) In the first 6 months of 2025 and the full year 2025, the total transaction values were 1,619,663.68 million VND and 2,627,021.74 million VND respectively.

However, the Company did not ID the full content according to legal regulations in the CGRs for the first 6 months of 2023, 2024, 2025, and the years 2023, 2024, 2025 (specifically: not fully recording transactions and transaction values generated) according to the template in Appendix V issued with Circular No. 96/2020/TT-BTC.

c) Regarding transactions with related parties

According to the audited financial statements for 2023, 2024, 2025, and the documents provided by the Company, the Company has implemented some transactions with related parties of insiders (specifically: transactions between the Company and related parties of Mr. Nguyen Quoc Ky - Chairman of the BoD (Indochina Heritage Travel Joint Stock Company, Vietravel Australia Pty. Ltd., An Incentives Joint Stock Company, Viet Nam Travel and Marketing Transports Joint Stock Company – Vietravel, Vietravel Investment and Development Single Member Joint Stock Company, Viet Nam Travel and Marketing Transports Co., Ltd., Vietnam Air Travel Joint Stock Company, Vietravel Investment and Development Joint Stock Company, Viet India Travel Private Limited, Vietravel Group Joint Stock Company (simultaneously a Major Shareholder of the Company); related parties of Ms. Huynh Phan Phuong Hoang - Deputy General Director of the Company (Trip U Tourism Services Single Member Joint Stock Company, Saigon Vietnam Travel Joint Stock Company, The Gioi Transport Services Joint Stock Company); related parties of Mr. Vo Quang Lien Kha - BoD Member of the Company (Vietravel Hue Tourism Single Member Joint Stock Company, Culture Import Export and Development Joint Stock Company); related parties of Mr. Tran Doan The Duy - BoD Member of the Company (Viet Dan Ong Viet Communication & Event Joint Stock Company); related parties of Mr. Nguyen Ha Trung - Deputy General Director of the Company (Viecoms Trade and Services Joint Stock Company)) with total transaction values in 2023, 2024, 2025 respectively being 1,636,450,813,748 VND, 1,827,308,466,648 VND, 1,676,106,275,445 VND, but not approved by the General Meeting of Shareholders/Board of Directors of the Company.

2.2. Regarding the offer and issuance of additional shares

During the inspection period, the Company implemented 01 round of share issuance to swap debt and private share offer, 01 round of public share offer, and 01 round of share issuance from equity capital, specifically:

2.2.1. Round of share issuance to swap debt and private share offer in 2023 (increasing charter capital from 172,948,330,000 VND to 292,948,330,000 VND)

Regarding the round of issuing 6,000,000 shares to swap debt:
The round of share issuance to swap debt in 2023 was implemented by the Company according to the 2022 Annual General Meeting of Shareholders Resolution dated 04/07/2022, and BoD Resolution No. 149-NQ/BoD-VP dated 06/14/2022.

According to the Company's private share offer result report No. 32-BC/BoD-VP dated 02/07/2023, all 6,000,000 shares issued to investors were Hung Thinh Group Joint Stock Company (Business Registration Certificate No. 0305410561 issued initially by the Department of Planning and Investment of Ho Chi Minh City on 12/06/2007).

According to the audited consolidated financial statements for 2023, in Note 5.19.1 (Short-term loans), at the time of 01/01/2023, the short-term loan balance of Hung Thinh Group Joint Stock Company was 168,000,000,000 VND; at the time of 31/12/2023, the balance of this loan was 0; simultaneously, equity capital increased by 60,000,000,000 VND due to share issuance to swap debt.

Regarding the round of offering 6,000,000 private shares:

Regarding the offer plan and results:
The round of private share issuance in 2023 was implemented by the Company according to the 2022 Annual General Meeting of Shareholders Resolution dated 04/07/2022, Extraordinary General Meeting of Shareholders Resolution No. 230-NQ/GM-VP dated 08/26/2022; BoD Resolutions: No. 149-NQ/BoD-VP dated 06/14/2022 approving the implementation of the private share issuance plan, No. 256-NQ/BoD-VP dated 09/23/2022 approving the plan for using proceeds from the offer, No. 310-NQ/BoD-VP dated 12/06/2022 approving the list of investors qualified as professional securities investors participating in the private share offer round, No. 28-NQ/BoD-VP dated 02/06/2023 approving the plan for handling unsold shares in the private share offer round.

According to the Company's private share offer result report No. 32-BC/BoD-VP dated 02/07/2023, the offer end date was 02/07/2023; the number of shares distributed was 6,000,000 shares to 14 professional securities investors; the offer price was 12,000 VND/share; the total proceeds from the offer were 72,000,000,000 VND.

According to the detailed statement of the Company's blocked account at Vietnam Bank for Investment and Development Joint Stock Company – SGD 2 Branch (BIDV SGD 2) provided by the Company, from 01/12/2023 to 02/06/2023, the Company received money for private shares from investors with a total amount of 72,000,000,000 VND.

Regarding the use of proceeds from the offer:
According to the General Meeting of Shareholders Resolution seeking shareholder opinion by written form No. 230-NQ/GM-VP dated 08/26/2022 and BoD Resolution No. 256-NQ/BoD-VP dated 09/23/2022, the plan for using proceeds from the offer is as follows: Repay short-term loans from Vietcombank – HCMC Branch 42,000,000,000 VND, Pay employee salaries 30,000,000,000 VND.

According to Note 5.20.4 of the audited consolidated financial statements for 2023 by AFC Vietnam Audit Company Limited dated 03/27/2024 and documents provided by the Company, the Company used proceeds from the offer as follows: Repay loans to Vietnam Bank for Industry and Trade Joint Stock Company (Vietinbank) amounting to 67,290,169,366 VND, Repay loans to BIDV amounting to 627,306,000 VND, Pay employee salaries 5,269,014,989 VND.

According to the Company's blocked account statement and documents provided by the Company, on 02/10/2023, the Company disbursed the proceeds from the offer as follows: Repay Vietnam Culture Import Export and Development Joint Stock Company 16,192,000,000 VND, Repay airline ticket payments to The Gioi Transport Services Joint Stock Company 50,000,000,000 VND, transfer 4,301,100,000 VND to another payment account of the Company at Vietinbank to pay for airline tickets for Vietnam Air Travel Joint Stock Company, transfer 9,991,907 VND to another payment account of the Company at BIDV SGD 2 to supplement the Company's business activities, pay for airline tickets for Vietnam Air Travel Joint Stock Company 1,500,000,000 VND.

Thus, on 02/10/2023, the Company changed the plan for using proceeds from the 2023 private share offer round but did not obtain approval from the General Meeting of Shareholders.

Regarding the registration of additional share trading: On 03/16/2023, HNX issued Decision approving share trading registration, the number of additional shares registered for trading: 12,000,000 shares. On 03/29/2023, HNX issued Notice No. 1144/TB-SGDHN regarding the first trading date for 12,000,000 restricted transferable shares being 02/19/2024.

2.2.2. Round of public share offer in 2024-2025 increasing charter capital from 292,390,900,000 VND to 578,973,370,000 VND

Regarding the offer plan and results:
The round of public share offer in 2024-2025 was implemented by the Company according to the 2024 Annual General Meeting of Shareholders Resolution No. 197-NQ-GM dated 05/11/2024, BoD Resolution No. 460-NQ/BoD-VP dated 12/23/2024, and No. 05-NQ/BoD-VP dated 02/14/2025; accordingly, the plan for using proceeds from the offer was used to: (i) repay loans to Vietinbank – Branch 7 137,975,182,254 VND, (ii) repay loans to BIDV – SGD 2 113,329,324,132 VND, (iii) repay loans to Military Bank Joint Stock Company – SGD 2 (MB Bank) 42,834,215,005 VND, (iv) repay loans to TP Bank – HCMC (TP Bank) 49,760,242,609 VND.

According to the Company's public share offer result report No. 40-CV/BoD-VP dated 08/21/2025, the offer end date was 08/19/2025, the number of shares distributed was 28,658,247 shares to 1,137 shareholders, the offer price was 12,000 VND/share, the total proceeds from the offer were 343,898,964,000 VND.

Regarding the use of proceeds from the offer:
According to the Company's blocked account statement at BIDV SGD 2 from the time of offer end date 08/19/2025 (balance on 08/19/2025 was 344,330,242,884 VND), on 08/28/2025, the Company transferred all proceeds from the offer to the Company's payment account at BIDV SGD 2. At the time of receiving money from the blocked account, the Company's payment account at BIDV SGD 2 already had money in the account and had many transactions transferring money in and out of this account. The proceeds from the share offer were transferred back and forth multiple times between the Company's payment accounts. Based on the documents and vouchers provided by the Company, from 08/28/2025 to 10/03/2025, the Company implemented repaying loans to banks (BIDV SGD2, Vietinbank, MBBank, TPBank) with a total amount of 349,865,124,752 VND, specifically as follows: Repay loans to BIDV SGD 2 total amount 114,665,668,135 VND (from 08/28/2025 to 09/11/2025); Repay loans to Vietinbank total amount 141,602,272,078 VND (from 08/28/2025 to 10/01/2025); Repay loans to MBBank total amount 43,581,712,661 VND (from 09/16/2025 to 09/17/2025); Repay loans to TPBank total amount 50,015,478,878 VND (on 10/03/2025).

In Note 5.18.5 of the audited separate financial statements for 2025 by AFC Vietnam Audit Company Limited, information about the use of proceeds from the public share offer for existing shareholders is recorded as follows: As of 12/31/2025, all proceeds from the public share offer for existing shareholders were used to repay the Company's short-term bank loans.

Regarding the registration of additional share trading: On 09/23/2025, HNX issued Decision No. 1143/QĐ-SGDHN approving the change of share trading registration; the effective date for changing share trading registration is 09/26/2025. On 10/02/2025, HNX issued Notice No. 4355/TB-SGDHN regarding the first trading date for 28,658,247 additional registered shares being 10/20/2025, and for 2,334,661 restricted transferable shares being 08/20/2026.

2.2.3. Round of additional share issuance from equity capital in 2025 increasing charter capital from 578,973,370,000 VND to 664,944,100,000 VND

The round of additional share issuance from equity capital in 2025 was implemented by the Company according to the 2025 Annual General Meeting of Shareholders Resolution No. 28-NQ/GM dated 05/17/2025, BoD Resolution No. 57-NQ/BoD-VP dated 11/11/2025.

According to the Company's issuance result report No. 67-CV/BoD-VP dated 12/16/2025, the issuance end date was 12/10/2025; 8,597,073 shares were distributed to 2,580 shareholders; the total number of shares after the issuance was 66,494,410 shares. The Company ID the results of the issuance on the HNX electronic website on 12/16/2025 and the Company's electronic website on 12/16/2025.

On 01/06/2026, HNX issued Decision No. 03/QĐ-SGDHN approving the change of share trading registration from the round of share issuance to increase capital from equity capital of the Company, the effective date: 01/09/2026. On 01/19/2026, HNX issued a notice regarding the trading date for additional registered shares being 02/03/2026.

2.3. Issuance of Standalone Corporate Bonds (SCB)
During the inspection period, the Company did not conduct any standalone corporate bond issuances. The Company conducted one SCB issuance in 2021, which had a maturity period falling within the inspection timeframe. The bonds issued by the Company were non-convertible standalone corporate bonds without warrants, and did not require registration filings or reports to the State Securities Commission (SSC) upon execution; the Company submitted the Pre-Issuance Information Disclosure (PIID) document to the Hanoi Stock Exchange (HNX) prior to the bond issuance; and the Company complied with the provisions of Government Decree No. 153/2020/NĐ-CP dated December 31, 2020, regulating the issuance and trading of standalone corporate bonds in the domestic market and standalone corporate bonds issued to the international market (Decree No. 153/2020/NĐ-CP), and Circular No. 122/2020/TT-BTC dated December 31, 2020, by the Minister of the Ministry of Finance guiding the PIID and reporting regime under Decree No. 153/2020/NĐ-CP (Circular No. 122/2020/TT-BTC), specifically as follows:

Regarding the issuance plan: Bond code: VTRH2123001; total number of bonds issued: 500 bonds; Par value: 1,000,000,000 VND/bond; Total issuance value: 500,000,000,000 VND; Issuance time: December 21, 2021; Maturity: 24 months (2021-2023).
Regarding pre-issuance information disclosure: The inspection revealed that in the Pre-Issuance Information Disclosure document dated December 17, 2021, Section III.3. Purpose of Issuance, the Company did not specify the Purpose of Issuance of bonds, including specific information on investment programs/projects; production and business activities requiring capital supplementation.
Regarding the use of proceeds from the issuance:
According to the Annual General Meeting of Shareholders (AGMS) Resolution No. 202-NQĐHĐCĐ/HĐQT-VP dated May 25, 2021, and the Board of Directors (BOD) Resolution No. 344B-NQ/HĐQT-VP dated November 18, 2021, the purpose of capital use was: to increase the operational capital scale of the issuing organization, specifically by increasing the operational capital scale of air travel business through increasing the issuing organization's capital contribution in its subsidiary, Vietravel Airlines Joint Stock Company.

According to Bank Statement No. 0071000012584 of the Company at Vietcombank and the Payment Order dated December 21, 2021, the Company received 500 billion VND transferred by Smartone Pay Joint Stock Company with the content “Cong ty CP TT Smartone Pay chuyen tien theo HD ngay 21/12/2021” (Smartone Pay JSC transfers money according to contract dated 21/12/2021). On the same day, the Company transferred 500 billion VND into bank account No. 0071001304856 owned by Vietravel Airlines Joint Stock Company with the content “Vietravel CT dot 6 góp vốn cho Vietravel Airlines theo đx 17/12/2021” (Vietravel JSC capital contribution 6th installment to Vietravel Airlines according to decision 17/12/2021).

Bondholders: Smartone Pay Joint Stock Company, which transferred ownership of the bonds to Azura Debt Buying and Selling Joint Stock Company according to the Bond Buyback Request Document dated November 25, 2022, submitted by Azura Debt Buying and Selling Joint Stock Company to the Company and VPS.
Regarding early bond buyback: According to the Company's report on the results of early bond buyback submitted to HNX and the documents provided by the Company, on December 21, 2022, the Company transferred funds for the early buyback of all bonds with code VTRH2123001, with a total amount of 509,098,630,137 VND (including principal and interest up to the buyback time) into the account of VPS Securities Joint Stock Company, according to the request document from Azura Debt Buying and Selling Joint Stock Company.

2.4. Other Content
The Company conducted one capital reduction from 292,948,330,000 VND to 292,390,900,000 VND in 2021 according to the Company's BOD Resolution No. 78-NQ/HĐQT-VP dated March 12, 2021, regarding the buyback of shares of resigned employees, and the reduction of registered depository securities quantity was implemented in 2024, specifically:

On May 28, 2024, the Company submitted Securities Registration Cancellation Request No. 231-CV/HĐQT-VP to VSDC.

On June 4, 2024, VSDC issued Securities Registration Certificate No. 49/2015/GCNCP-VSDC-8, the 8th registration change dated June 4, 2024, regarding the registration of reduced securities quantity. On June 20, 2024, HNX issued Decision No. 669/QĐSGDHN regarding the change of stock trading registration, with the effective date of trading registration change: June 25, 2024.

Conclusion
3.1. Conclusion on Inspection Contents
During the inspection period, the Company had certain violations and shortcomings as stated in Section 2 of the Inspection Conclusion, specifically:

The Company disclosed information (PIID) late according to legal regulations on the SSC's PIID system and HNX's electronic information portal regarding certain documents of the Annual General Meeting of Shareholders (AGMS) for the years 2023, 2024, 2025, and 2026, violating Clause a, Paragraph 3, Article 10 of Circular No. 96/2020/TT-BTC, specifically:
- AGMS documents for 2023: PIID late for the 2022 Business Activity Report and 2023 Plan, Proposal on approving the private share issuance plan for 2023, Proposal on approving the employee stock option program, Proposal on BOD remuneration for 2022 and 2023 Plan.
- AGMS documents for 2024: PIID late for the Proposal on approving the issuance plan, plan for using and repaying capital obtained from the standalone convertible bond issuance in the domestic market; Proposal approving the 2024 AGMS Organization Regulation.
- AGMS documents for 2025: PIID late for the 2024 Activity Results Report and 2025 Plan, Proposal on dismissing BOD members and nominating new BOD members for the 2024-2029 term.
- AGMS documents for 2026: PIID late for the BOD Report, 2025 Activity Results Report and 2026 Plan, Proposal approving the management plan and recovery of receivables, Proposal on Dividend Payment Plan.
The Company did not disclose information (PIID) according to regulations on the SSC's PIID system, HNX's electronic information portal, and the Company's portal regarding the following documents: Resolution No. 361-NQ/HĐQT-VP dated December 5, 2023, regarding the implementation of credit transactions and approval of related Contracts between the Company and Vietcombank – HCMC Branch 7; Resolution No. 342-NQ/HĐQT-VP dated September 6, 2024, approving borrowing, guarantees, and L/C opening by the Company at BIDV – Transaction Office 2; Resolution No. 422-NQ/HĐQT-VP dated November 13, 2024, regarding signing and using credit limits at Vietcombank – HCMC Branch 7 to implement business plans; Resolution No. 55-NQ/HĐQT-VP dated October 27, 2025, approving the Company's extension of credit limits and re-granting credit limits at BIDV – HCMC Transaction Office 2; Resolution No. 62-NQ/HĐQT-VP dated December 16, 2025, approving credit transactions between the Company and Vietcombank – HCMC Branch 7; Resolution No. 58A-NQ/HĐQT-VP dated November 18, 2025, approving the unified registration to purchase 1,000,000 shares of Viet Dan Ong Viet Media and Events Joint Stock Company; violating Article 11 of Circular No. 96/2020/TT-BTC.
The Company disclosed information (PIID) incompletely regarding the explanation of the difference between Pre-audit/audit Net Profit and Post-audit/audit Net Profit in the 6-month consolidated/combined Financial Statements for 2024, 2025, and 2025 in documents No. 1686/CV-VT dated August 29, 2024, No. 1688/CV-VT dated August 29, 2024, No. 1887/CV-VT/2025 dated August 29, 2025, No. 482/CV-VT/2026 dated March 30, 2026, No. 485/CV-VT/2026 dated March 30, 2026; PIID incomplete regarding the number of BOD Resolutions/Decisions, the number of subsidiaries/related organizations of insiders, transactions, and transaction values with subsidiaries/related organizations of insiders in the 6-month Corporate Governance Reports for 2023, 2024, 2025, and 2023, 2024, 2025; violating Clause 1, Article 4 of Circular No. 96/2020/TT-BTC.
The Company conducted transactions with shareholders, business managers, and related persons of these subjects but without approval from the AGMS/BOD (According to the audited Financial Statements for 2023, 2024, 2025 and documents provided by the Company, the Company conducted certain transactions with related persons of insiders (Indochina Heritage Travel Joint Stock Company, Vietravel Australia Pty. Ltd., An Incentives Joint Stock Company, Viet Nam Travel and Marketing Transports Joint Stock Company – Vietravel, Vietravel Investment and Development Single Member Joint Stock Company, Viet Nam Travel and Marketing Transports Co., Ltd., Vietravel Airlines Joint Stock Company, Vietravel Investment and Development Joint Stock Company, Viet India Travel Private Limited, Vietravel Group Joint Stock Company, Trip U Tourism Services Single Member Joint Stock Company, Saigon Vietnam Travel Joint Stock Company, World Transport Services Joint Stock Company, Vietravel Hue Tourism Single Member Joint Stock Company, Culture Import Export and Development Joint Stock Company, Viet Dan Ong Viet Media and Events Joint Stock Company, Viecoms Trade and Services Joint Stock Company) with total transaction values in 2023, 2024, 2025 being 1,636,450,813,748 VND, 1,827,308,466,648 VND, 1,676,106,275,445 VND respectively, but without AGMS/BOD approval); violating Clause b, Paragraph 6, Article 41 of the Securities Law, and Clause 2, Article 167 of the Enterprise Law.
The Company changed the plan for using capital, proceeds from the standalone securities issuance, but without approval from the General Meeting of Shareholders or Board of Directors (According to the Written Shareholder Opinion Resolution No. 230-NQ/ĐHĐCĐ-VT dated August 26, 2023, and BOD Resolution No. 256-NQ/HĐQT-VP dated September 23, 2022, the proceeds from the 2023 private share issuance were used to repay loans to Vietcombank – HCMC Branch (42,000,000,000 VND) and pay employee salaries (30,000,000,000 VND); however, according to the inspection team's results, on February 10, 2023, the Company used the proceeds from the issuance along with other company funds to repay Culture Import Export and Development Joint Stock Company (16,192,000,000 VND), repay air ticket debts to World Transport Services Joint Stock Company (50,000,000,000 VND), pay for air tickets for Vietravel Airlines Joint Stock Company (5,801,100,000 VND), and supplement company business operations (9,991,907 VND). Thus, the Company changed the plan for using proceeds from the 2023 private share issuance without AGMS or BOD approval; violating Clause 2, Article 9 of Decree No. 155/2020/NĐ-CP.
Failure to ensure information in the standalone bond issuance or offering dossier is accurate, truthful, verifiable, and contains all required contents (In the Pre-Issuance Information Disclosure document for the bond issuance dated December 17, 2021 (bond code VTRH2123001, issued on December 21, 2021), Section III.3. Purpose of Issuance, the Company did not specify the Purpose of Issuance of bonds, including specific information on production and business activities requiring capital supplementation), violating Clause 4, Article 34 of Decree No. 153/2020/NĐ-CP.

3.2. Responsibilities
The Company, Board of Directors, General Director, leaders, and relevant department staff are responsible for the violations regarding the disclosure obligations of public companies, standalone corporate bond issuers, and the use of capital, proceeds from the securities issuance (Violations regarding the timing of information disclosure, incomplete PIID according to legal regulations, Violations regarding transactions with shareholders, business managers, and related persons of these subjects, Changing the plan for using capital, proceeds from the standalone securities issuance without AGMS or BOD approval, Failure to ensure information in the standalone bond offering or issuance dossier is accurate, truthful, verifiable, and contains all required contents).

Handling Measures Applied Within Competence
On July 16, 2026, the Inspection Team established Administrative Violation Record No. 287/BB-VPHC regarding the Company's violations stated in Section 2 of the Inspection Conclusion. The State Securities Inspection reported and recommended the SSC to handle administrative penalties against the Company according to the regulations on administrative penalties in the securities field.

On July 24, 2026, the State Securities Inspection issued Administrative Penalty Decision No. 406/QĐ-XPHC, specifically:

Regarding the violation of information disclosure timing regulations: A fine of 92,500,000 VND (Ninety-two million five hundred thousand VND) according to Clause b, Paragraph 4, Article 42 of Government Decree No. 156/2020/NĐ-CP dated December 31, 2020, regulating administrative penalties in the securities and stock market field (Decree No. 156/2020/NĐ-CP), amended by Clause 16, Article 1 of Decree No. 306/2025/NĐ-CP;
Regarding the violation of incomplete information disclosure according to legal regulations: A fine of 65,000,000 VND (Sixty-five million VND) according to Clause a, Paragraph 3, Article 42 of Decree No. 156/2020/NĐ-CP, amended by Clause 16, Article 1 of Decree No. 306/2025/NĐ-CP;
Regarding the violation of regulations on transactions with shareholders, business managers, and related persons of these subjects: A fine of 137,500,000 VND (One hundred thirty-seven million five hundred thousand VND) according to Clause c, Paragraph 6, Article 15 of Decree No. 156/2020/NĐ-CP, amended by Clause 13, Article 1 of Decree No. 128/2021/NĐ-CP dated December 30, 2021, by the Government amending and supplementing certain clauses of Decree No. 156/2020/NĐ-CP.

On July 24, 2026, the State Securities Inspection issued Decision No. 407/QĐ-KPHQ mandating the implementation of remedial measures regarding the violation of changing the plan for using capital, proceeds from the standalone securities issuance without AGMS or BOD approval, specifically:
Remedial Measure: Mandate approval by the nearest General Meeting of Shareholders regarding the change of the plan for using capital, proceeds from the standalone securities issuance or offering, according to Clause c, Paragraph 9, Article 8 of Decree No. 156/2020/NĐ-CP, amended by Clause e, Paragraph 7, Article 1 of Decree No. 128/2021/NĐ-CP.

The total fine amount against the Company is 295,000,000 VND (Two hundred ninety-five million VND).

Regarding the violation of failing to ensure information in the standalone bond offering or issuance dossier is accurate, truthful, verifiable, and contains all required contents, the State Securities Inspection did not impose administrative penalties for this violation due to the expiration of the penalty statute of limitations according to Article 6 of the Law on Handling of Administrative Violations (Law on Handling of Administrative Violations), falling under the case of not issuing a penalty decision according to Article 65 of the Law on Handling of Administrative Violations, amended by Clause 33, Article 1 of Law No. 67/2020/QH14 amending and supplementing certain clauses of the Law on Handling of Administrative Violations. The State Securities Inspection issued Letter No. 459/TT dated July 27, 2026, requiring the Company to strictly comply with legal regulations on standalone corporate bond issuance.

Recommendations for Handling Measures
The State Securities Inspection recommends the Company urgently take measures to rectify and remedy violations and shortcomings after the inspection and ensure full compliance with the obligations of a public company, standalone corporate bond issuer, specifically as follows:

Regarding PIID obligations:
- Review and rectify the implementation of PIID obligations, ensuring information is disclosed fully, accurately, and on time according to regulations;
- Remedy the PIID of unpublished documents (Resolution No. 361-NQ/HĐQT-VP dated December 5, 2023, regarding the implementation of credit transactions and approval of related Contracts between the Company and Vietcombank – HCMC Branch 7; Resolution No. 342-NQ/HĐQT-VP dated September 6, 2024, approving borrowing, guarantees, and L/C opening by the Company at BIDV – Transaction Office 2; Resolution No. 422-NQ/HĐQT-VP dated November 13, 2024, regarding signing and using credit limits at Vietcombank – HCMC Branch 7 to implement business plans; Resolution No. 55-NQ/HĐQT-VP dated October 27, 2025, approving the Company's extension of credit limits and re-granting credit limits at BIDV – HCMC Transaction Office 2; Resolution No. 55-NQ/HĐQT-VP dated October 27, 2025; Resolution No. 62-NQ/HĐQT-VP dated December 16, 2025, approving credit transactions between the Company and Vietcombank – HCMC Branch 7; Resolution No. 58A-NQ/HĐQT-VP dated November 18, 2025, approving the unified registration to purchase 1,000,000 shares of Viet Dan Ong Viet Media and Events Joint Stock Company);
- Remedy the PIID of complete explanations regarding the difference between Pre-audit/audit Net Profit and Post-audit/audit Net Profit; the number of BOD Resolutions/Decisions, the number of subsidiaries/related organizations of insiders, data, transaction values with related parties in the 6-month Corporate Governance Reports for 2023, 2024, 2025, and 2023, 2024, 2025 on the SSC's PIID system, HNX's electronic information portal, and the Company's electronic information portal;
- Ensure information in the standalone bond offering or issuance dossier is accurate, truthful, verifiable, and contains all required contents; remedy the submission of PIID to HNX of the Pre-Issuance Information Disclosure document for the bond issuance dated December 17, 2021, of the bond issuance batch with code VTRH2123001, containing complete information according to regulations.
Regarding the issuance and offering of securities: Implement remedial measures mandating approval by the nearest General Meeting of Shareholders regarding the change of the plan for using capital, proceeds from the standalone securities issuance, regarding the violation of changing the plan for using capital, proceeds from the private share issuance without AGMS approval. Ensure information in the standalone corporate bond offering or issuance dossier is accurate, truthful, verifiable, and contains all required contents. In addition, ensure strict compliance with legal regulations in the issuance and offering of securities, bearing legal responsibility for the accuracy, truthfulness, and completeness of the content of reports and documents provided regarding the use of proceeds from the issuance and offering of securities.
Regarding transactions with related parties: The Company must ensure strict compliance with enterprise law and securities law regulations in transactions with related parties (transactions with Company shareholders, BOD members, Supervisory Board members, General Director, business managers, and related organizations and individuals of these subjects), ensuring these transactions are approved by the AGMS/BOD; remedy the reporting at the nearest AGMS/BOD meeting approving the Company's transactions with related persons of insiders for transactions in the audited Financial Statements for 2023, 2024, 2025.

The State Securities Inspection requires the Company to immediately implement rectification and remedial measures after the inspection within 30 days from the date of signing the inspection conclusion. Report the results to the State Securities Inspection within 05 days from the end of the rectification and remediation period. /.