Conclusion of Inspection No. 54/KL-TT regarding COMA 18 Joint Stock Company

On September 11, 2026, the State Securities Inspectorate issued Conclusion of Inspection No. 54/KL-TT regarding the inspection at COMA 18 Joint Stock Company (Company/CIG). The full text of the Inspection Conclusion is as follows:

1. General Overview

COMA 18 Joint Stock Company (JSC), formerly Hanoi West Mechanical and Electrical Company, converted its operational form from a state-owned enterprise to a Joint Stock Company on December 21, 2005, pursuant to Decision No. 2102/QĐ-BXD dated November 11, 2005, issued by the Minister of the Ministry of Construction.

On July 19, 2011, the Company officially listed and traded 12,000,000 shares on the Ho Chi Minh City Stock Exchange (HOSE, stock code CIG).

At the time of inspection, the Company operated under Enterprise Registration Certificate No. 0500236860, initially issued by the Department of Finance of Hanoi City on December 21, 2005, with the 25th amendment issued on May 14, 2026; its headquarters is located at: 1st Floor, Westa Building, 108 Tran Phu Street, Ha Dong Ward, Hanoi City; the legal representative is Mr. Nguyen Trong Hien - General Director.

• Main business sector (according to Enterprise Registration Certificate): Real estate business, land use rights owned by the owner, user, or lessee; Construction of other civil engineering works; Construction of urban infrastructure, industrial, civil, transportation, irrigation, port, architectural infrastructure works in industrial and urban areas, power line works, substations; ...

• Regarding subsidiaries and affiliated companies: During the inspection period, the Company had 02 subsidiaries: Green Food Joint Stock Company IFOOD (owned 60%, CIG contributed capital established on January 31, 2024) and Kinh Do Industrial Zone Investment Joint Stock Company (owned 60%, CIG divested all capital on May 15, 2025).

• 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 2025 Annual Report, since registering as a public company (in 2011) to date, the Company has had 03 subscription/issuance rounds, specifically: In February 2012, the Company issued 1,439,947 shares to pay dividends in shares; in December 2016, the Company offered 18,100,000 private shares for investment and supplementing working capital, increasing charter capital from 134,399,470,000 VND to 315,399,470,000 VND; in January 2025, the Company offered 19,500,000 private shares for use in projects and debt repayment, increasing charter capital from 315,399,470,000 VND to 510,399,470,00 VND.

• Charter capital and business operation status: According to the audited consolidated Financial Statements (FS) for the fiscal years ending December 31, 2023, December 31, 2024, and December 31, 2025, the Company's charter capital at the times of December 31, 2023, December 31, 2024, and December 31, 2025 was 315,399,470,000 VND, 315,399,470,000 VND, 510,399,470,000 VND; the Company's net profit for 2023, 2024, 2025 was -7,212,365,906 VND, 54,445,333,595 VND, 113,511,741,214 billion VND respectively.

• Regarding shareholder structure and major shareholders: According to the shareholder list finalized by the Vietnam Securities Depository and Clearing Corporation (VSDC) on March 13, 2026, to organize the 2026 Annual General Meeting of Shareholders (AGM), the Company has 1,382 shareholders, including 06 major shareholders who are individuals owning 62.19% of shares.

2. Inspection and Verification Results

2.1. Implementation of reporting and information disclosure (ID) obligations

2.1.1. Regarding the process and organization of reporting and ID

• The Company has built and issued an 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 some articles of the Securities Law (Decree No. 155/2020/NĐ-CP).

• The Company has established an electronic website (https://www.coma18.vn) and has a separate section on shareholder relations to implement ID of periodic and exceptional information in accordance with point c, Clause 2, Article 7 of Circular No. 96/2020/TT-BTC dated November 16, 2020, by the Minister of the Ministry of Finance guiding ID on the securities market (Circular No. 96/2020/TT-BTC).

• Person implementing ID: Ms. Vu Thi Tuyet Mai is the person authorized to implement ID pursuant to Board of Directors (BoD) Resolution No. 26/NQ-HĐQT dated June 13, 2022, and BoD Resolution No. 19/NQ-HĐQT dated April 19, 2026.

• Regarding ID methods: The Company has registered and uses the ID system of the State Securities Commission (SSC) (IDS system) and the electronic website of HOSE (https://www.hsx.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 reporting and ID

Inspection results show that the Company has some violations and shortcomings in implementing the obligation to report and ID periodic and exceptional information, specifically as follows:

• The Company did not ID on the SSC's ID system and on HOSE's electronic website the following documents: Decision No. 82/QĐ-HĐQT dated December 26, 2024, regarding the adjustment of the capital use plan from the private share issuance; Decision No. 11/QĐ-HĐQT dated January 08, 2025, regarding the capital use plan based on actual results after private share issuance; BoD Resolution No. 27/NQ-HĐQT dated March 05, 2024, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; BoD Resolution No. 43/NQ-HĐQT dated June 21, 2024, regarding the approval of the transaction proposal with insiders and related parties; BoD Resolution No. 71/NQ-HĐQT dated October 25, 2024, regarding the approval of the transaction proposal with insiders and related parties; BoD Resolution No. 80/NQ-HĐQT dated December 26, 2024, regarding the approval of the BoD meeting content on December 26, 2024 (including content related to the 2025 private share offering); BoD Resolution No. 04/NQ-HĐQT dated January 03, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; BoD Resolution No. 09/NQ-HĐQT dated January 08, 2025, regarding the approval of the BoD meeting content on January 08, 2025 (including content related to the 2025 private share offering); BoD Resolution No. 57/NQ-HĐQT dated July 21, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; BoD Resolution No. 66/NQ-HĐQT dated August 25, 2025, regarding the approval of the transaction proposal with insiders and related parties.

• The Company IDed late on the SSC's ID system and on HOSE's electronic website the meeting documents of the 2024 Annual General Meeting of Shareholders.

• IDed incomplete content according to legal regulations:

  • The Company IDed incomplete content according to regulations in the 2023 first half, 2024 first half, 2025 first half, and 2023, 2024, 2025 Company Governance Reports regarding the information of independent BoD members and non-executive BoD members.
  • The Company IDed in the 2024 first half and 2024 Company Governance Reports missing the following BoD Resolutions/Decisions: Resolution No. 27/NQ-HĐQT dated March 05, 2024, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; Resolution No. 43/NQ-HĐQT dated June 21, 2024, regarding the approval of the transaction proposal with insiders and related parties; Resolution No. 71/NQ-HĐQT dated October 25, 2024, regarding the approval of the transaction proposal with insiders and related parties; Resolution No. 80/NQ-HĐQT dated December 26, 2024, regarding the approval of the BoD meeting content on December 26, 2024; Decision No. 82/QĐ-HĐQT dated December 26, 2024, regarding the adjustment of the capital use plan from the private share issuance.
  • The Company IDed in the 2025 first half and 2025 Company Governance Reports missing the following BoD Resolutions/Decisions: Resolution No. 04/NQ-HĐQT dated January 03, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; Decision No. 11/QĐ-HĐQT dated January 08, 2025, regarding the capital use plan based on actual results after private share issuance; Resolution No. 09/NQ-HĐQT dated January 08, 2025, regarding the approval of the BoD meeting content on January 08, 2025; Resolution No. 57/NQ-HĐQT dated July 21, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; Resolution No. 66/NQ-HĐQT dated August 25, 2025, regarding the approval of the transaction proposal with insiders and related parties.
  • According to the audited semi-annual 2024 FS, semi-annual 2025 FS, audited annual 2024 FS, audited annual 2025 FS, and documents provided by the Company, in the years 2024, 2025, the Company incurred transactions with related parties; however, in the 2024 first half, 2025 first half, and 2024, 2025 Company Governance Reports, the Company did not publish the value of transactions with related parties according to the Company Governance Report Form specified in Appendix V issued together with Circular No. 96/2020/TT-BTC, specifically as follows:
    ++ Year 2024: lending transaction of 3,800,000,000 VND with Green Food Joint Stock Company IFOOD (Subsidiary); borrowing transaction of 900,000,000 VND with Mr. Nguyen Dinh Anh (Deputy General Director); borrowing transaction of 550,000,000 VND with Ms. Duong Thi Thu Ha (BoD member and Deputy General Director); borrowing transaction of 300,000,000 VND with Mr. Nguyen Tien Duong (Chief Accountant).
    ++ Year 2025: lending transaction of 14,250,000,000 VND with Green Food Joint Stock Company IFOOD (Subsidiary); borrowing transaction of 400,000,000 VND with Mr. Nguyen Dinh Anh (Deputy General Director).

• The Company did not report to the SSC regarding the change of the capital use plan obtained from the 2025 private share offering approved by the BoD in Resolutions No. 80/NQ-HĐQT dated December 26, 2024, and No. 09/NQ-HĐQT dated January 08, 2025, according to Form No. 02 of the Appendix issued together with Decree No. 155/2020/NĐ-CP.

2.2. Regarding the offering/issuance of securities

During the inspection period, the Company implemented 01 round of private share offering:

• Regarding the plan and results of the private share offering

In 2025, the Company implemented 01 round of private share offering pursuant to the 2023 Annual General Meeting of Shareholders Resolution dated May 15, 2023, the 2024 Annual General Meeting of Shareholders Resolution dated April 26, 2024, and the following BoD Resolutions/Decisions: Resolution No. 16/2024/QĐ-HĐQT dated January 31, 2024, Resolution No. 66/2024/NQ-HĐQT dated September 27, 2024, Resolution No. 10/2025/NQ-HĐQT dated January 08, 2025.

According to BoD Resolution No. 10/2025/NQ-HĐQT dated January 08, 2025, and the Company's Private Share Offering Results Report No. 18/BC-COMA18 dated January 08, 2025, the offering end date was January 07, 2025; the number of shares successfully offered was 19,500,000 shares; the number of distributed persons was 05 investors (01 investor expected to be distributed 5,500,000 shares according to BoD Resolution No. 16/2024/NQ-HĐQT dated January 31, 2024 did not pay for the shares, and the expected issued shares were cancelled); the offering price was 10,000 VND/share; the total amount received from the offering was 195 billion VND, total incurred costs (issuance advisory fees) 100,000,000 VND; total net proceeds from the offering 194,900,000,000 VND.

According to the Confirmation Document dated January 07, 2025, from Vietnam Joint Stock Commercial Bank for Investment and Development (Vietinbank) – Nam Thang Long Branch, the Company's blocked account balance on January 07, 2025, was 195,001,002,765 VND.

• Regarding the status of using proceeds from the offering

According to the 2024 Annual General Meeting of Shareholders Resolution dated April 26, 2024, and BoD Resolution No. 66/2024/NQ-HĐQT dated September 27, 2024, the capital use plan for the offering included: (i) Supplementing capital for the Kim Thanh Hai Duong Project: 175,000,000,000 VND; (ii) Repaying part of the principal loan to Vietnam Joint Stock Commercial Bank for Cooperation – Thang Long Branch (Pvcombank): 75,000,000,000 VND.

On December 26, 2024, the BoD approved BoD Resolution No. 80/NQ-HĐQT regarding the adjustment of the capital use plan in the 2025 private share issuance as follows: (i) Transfer funds for the construction of Kim Thanh Industrial Park Project: 145,000,000,000 VND; (ii) Repay part of the principal loan to Pvcombank: 42,300,000,000 VND; (iii) Repay Total Company 36: 52,400,000,000 VND; (iv) Repay taxes: 5,300,000,000 VND.

On January 08, 2025, the BoD approved BoD Resolution No. 09/NQ-HĐQT regarding the adjustment of the capital use plan in the 2025 private share issuance as follows: (i) Transfer funds for the construction of Kim Thanh Industrial Park Project: 95,000,000,000 VND; (ii) Repay part of the principal loan to Pvcombank: 42,270,000,000 VND; (iii) Repay Total Company 36: 52,430,000,000 VND; (iv) Repay taxes: 5,300,000,000 VND.

According to the detailed transaction statement from January 01, 2025, to January 31, 2025, of account No. 112002948284 of the Company at Vietinbank – Nam Thang Long Branch, the Company disbursed the proceeds from the offering starting from January 14, 2025, specifically: On January 14, 2025, the Company transferred 54,254,860,634 VND to ECO Investment and Construction Joint Stock Company, and transferred 39,611,410,632 VND to Five-Star Vietnam Construction Joint Stock Company for contract advances for the construction package of the Kim Thanh Industrial Park project, Hai Duong Province. On January 14, 2025, and January 15, 2025, the Company transferred 50,000,000,000 VND and 51,133,728,734 VND respectively to the Company's payment account at ACB.

Reviewing the Company's payment account mentioned above at ACB during the period from January 14, 2025, to January 16, 2025, shows: On January 14, 2025, the Company transferred 5,978,439,687 VND to 168 Vietnam Investment and Construction Joint Stock Company according to Contract No. 308/2024/HĐKT/CM18-168 dated August 30, 2024, for the construction of low-rise residential works belonging to the Commercial Townhouse Green House project, transferred 5,000,000,000 VND to Mr. Nguyen Duy Khanh, and transferred 30,000,000,000 VND to Mr. Nguyen Ba Su to pay according to the loan contract; on January 15, 2025, the Company transferred 53,000,000,000 VND to Tung Phuong Limited Liability Company (LLC) according to Contract No. 168/2022/HĐXD/COMA18-TP dated August 16, 2022, for the construction of the An Tuong Riverside Urban Area project. The Company transferred funds for other regular payment activities during the period from January 14-16, 2025, totaling 1,935,267,239 VND.

Thus, from January 14, 2025, to January 16, 2025, the Company changed the use plan of a total of 95,913,706,926 VND out of 195,000,000,000 VND received from the 2025 private share offering, but this was not approved by the General Meeting of Shareholders or the BoD.

• Regarding the supplementary listing of shares after issuance

On April 11, 2025, VSDC issued Document No. 1588/VSDC-ĐKCP.NV notifying the certification of adjusted registered share quantity – stock code CIG for the 3rd time, with the supplementary registered deposit quantity being 19,500,000 shares. On February 28, 2025, HOSE issued Decision No. 113/QĐ-SGDHCM regarding the change of listing registration, with the quantity of securities changed for listing being 19,500,000 shares, with the listing effective date of March 04, 2025. On March 05, 2025, HOSE issued Notice No. 366/TB-SGDHCM of HOSE regarding the trading date of the listed securities changed to January 08, 2026.

3. Conclusion

3.1. Conclusion on inspection contents

During the inspection period, the Company had some violations and shortcomings stated in Section 2 of the Inspection Conclusion, specifically:

• The Company did not ID on the SSC's ID system and on HOSE's electronic website the following documents: Decision No. 82/QĐ-HĐQT dated December 26, 2024, regarding the adjustment of the capital use plan from the private share issuance; Decision No. 11/QĐ-HĐQT dated January 08, 2025, regarding the capital use plan based on actual results after private share issuance; BoD Resolution No. 27/NQ-HĐQT dated March 05, 2024, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; BoD Resolution No. 43/NQ-HĐQT dated June 21, 2024, regarding the approval of the transaction proposal with insiders and related parties; BoD Resolution No. 71/NQ-HĐQT dated October 25, 2024, regarding the approval of the transaction proposal with insiders and related parties; BoD Resolution No. 80/NQ-HĐQT dated December 26, 2024, regarding the approval of the BoD meeting content on December 26, 2024 (including content related to the 2025 private share offering); BoD Resolution No. 04/NQ-HĐQT dated January 03, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; BoD Resolution No. 09/NQ-HĐQT dated January 08, 2025, regarding the approval of the BoD meeting content on January 08, 2025 (including content related to the 2025 private share offering); BoD Resolution No. 57/NQ-HĐQT dated July 21, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; BoD Resolution No. 66/NQ-HĐQT dated August 25, 2025, regarding the approval of the transaction proposal with insiders and related parties; violating Clause 1, Article 11 of Circular No. 96/2020/TT-BTC.

• The Company IDed late on the SSC's ID system and on HOSE's electronic website the meeting documents of the 2024 Annual General Meeting of Shareholders, violating point a, Clause 3, Article 10 of Circular No. 96/2020/TT-BTC.

• IDed incomplete content according to legal regulations, violating regulations at Clause 1, Article 4 of Circular No. 96/2020/TT-BTC, specifically:

  • The Company IDed incomplete content according to regulations in the 2023 first half, 2024 first half, 2025 first half, and 2023, 2024, 2025 Company Governance Reports regarding the information of independent BoD members and non-executive BoD members.
  • The Company IDed in the 2024 first half and 2024 Company Governance Reports missing the following BoD Resolutions/Decisions: Resolution No. 27/NQ-HĐQT dated March 05, 2024, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; Resolution No. 43/NQ-HĐQT dated June 21, 2024, regarding the approval of the transaction proposal with insiders and related parties; Resolution No. 71/NQ-HĐQT dated October 25, 2024, regarding the approval of the transaction proposal with insiders and related parties; Resolution No. 80/NQ-HĐQT dated December 26, 2024, regarding the approval of the BoD meeting content on December 26, 2024; Decision No. 82/QĐ-HĐQT dated December 26, 2024, regarding the adjustment of the capital use plan from the private share issuance.
  • The Company IDed in the 2025 first half and 2025 Company Governance Reports missing the following BoD Resolutions/Decisions: Resolution No. 04/NQ-HĐQT dated January 03, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; Decision No. 11/QĐ-HĐQT dated January 08, 2025, regarding the capital use plan based on actual results after private share issuance; Resolution No. 09/NQ-HĐQT dated January 08, 2025, regarding the approval of the BoD meeting content on January 08, 2025; Resolution No. 57/NQ-HĐQT dated July 21, 2025, regarding the approval of the transaction proposal with Green Food Joint Stock Company IFOOD; Resolution No. 66/NQ-HĐQT dated August 25, 2025, regarding the approval of the transaction proposal with insiders and related parties.
  • According to the audited semi-annual 2024 FS, semi-annual 2025 FS, audited annual 2024 FS, audited annual 2025 FS, and documents provided by the Company, in the years 2024, 2025, the Company incurred transactions with related parties; however, in the 2024 first half, 2025 first half, and 2024, 2025 Company Governance Reports, the Company did not publish the value of transactions with related parties according to the Company Governance Report Form specified in Appendix V issued together with Circular No. 96/2020/TT-BTC, specifically as follows:
    ++ Year 2024: lending transaction of 3,800,000,000 VND with Green Food Joint Stock Company IFOOD (Subsidiary); borrowing transaction of 900,000,000 VND with Mr. Nguyen Dinh Anh (Deputy General Director); borrowing transaction of 550,000,000 VND with Ms. Duong Thi Thu Ha (BoD member and Deputy General Director); borrowing transaction of 300,000,000 VND with Mr. Nguyen Tien Duong (Chief Accountant).
    ++ Year 2025: lending transaction of 14,250,000,000 VND with Green Food Joint Stock Company IFOOD (Subsidiary); borrowing transaction of 400,000,000 VND with Mr. Nguyen Dinh Anh (Deputy General Director).

• The Company did not report to the SSC regarding the change of the capital use plan obtained from the 2025 private share offering approved by the BoD in Resolutions No. 80/NQ-HĐQT dated December 26, 2024, and No. 09/NQ-HĐQT dated January 08, 2025, according to Form No. 02 of the Appendix issued together with Decree No. 155/2020/NĐ-CP, violating regulations at point a, Clause 3, Article 9 of Decree No. 155/2020/NĐ-CP.

• BoD Resolution No. 09/NQ-HĐQT dated January 08, 2025, approved the capital use plan obtained from the 2025 private share offering to transfer funds for the construction of Kim Thanh Industrial Park Project (95,000,000,000 VND), repay part of the principal loan to Pvcombank (42,270,000,000 VND), repay Total Company 36 (52,430,000,000 VND), and pay tax debts (5,300,000,000 VND). However, according to the inspection results of the Inspection Team, from January 14, 2025, to January 16, 2025, the Company changed the use plan of 95,913,706,926 VND out of 195,000,000,000 VND received from the 2025 private share offering, but this was not approved by the General Meeting of Shareholders or the BoD, violating regulations at Clause 2, Article 9 of Decree No. 155/2020/NĐ-CP.

3.2. Responsibility

The Company, BoD, General Director, leaders, and employees of relevant departments are responsible for the violations regarding the Company's information disclosure and reporting obligations as a public company (Not publishing information that must be published according to legal regulations and IDing late according to legal regulations; IDing incomplete content according to legal regulations; Not reporting information that must be reported according to legal regulations; Changing the capital use plan, proceeds from the private share offering, but not approved by the General Meeting of Shareholders or the BoD).

4. Administrative handling measures applied within competence

On July 28, 2026, the Inspection Team established Administrative Violation Record No. 313/BB-VPHC regarding the violations of the Company stated in Section 2 of the Inspection Conclusion. The State Securities Inspectorate reported and recommended to the SSC regarding the administrative penalty against the Company in accordance with the regulations of the Decree on administrative penalties in the field of securities. On August 05, 2026, the State Securities Inspectorate issued Decision on Administrative Penalty No. 438/QĐ-XPHC regarding the administrative violations of the Company, specifically:

• Regarding the act of publishing information late according to legal regulations: The Company IDed late on the SSC's ID system and on HOSE's electronic website the meeting documents of the 2024 Annual General Meeting of Shareholders (publication deadline April 05, 2024, the Company published on April 08, 2024, 03 days late), this violation has expired the statute of limitations for administrative penalties, according to Clause 1, Article 6 of the 2012 Law on Handling of Administrative Violations amended and supplemented according to Clause 1, Article 4 of the 2020 Law on Handling of Administrative Violations, the State Securities Inspectorate recommended not to impose administrative penalties based on point c, Clause 1, Article 65 of the Law on Handling of Administrative Violations regarding the act of IDing late according to legal regulations for the aforementioned documents.

• Regarding the act of not publishing information that must be published according to legal regulations: Fined 92,500,000 VND (Ninety-two million five hundred thousand VND) according to point a, Clause 4, Article 42 of Government Decree No. 156/2020/NĐ-CP dated December 31, 2020, specifying administrative penalties in the field of securities and securities market (Decree No. 156/2020/NĐ-CP);

• Regarding the act of IDing incomplete content according to legal regulations: Fined 65,000,000 VND (Sixty-five million VND) according to point a, Clause 3, Article 42 of Decree No. 156/2020/NĐ-CP amended and supplemented according to Clause 16, Article 1 of Government Decree No. 306/2025/NĐ-CP dated November 25, 2025, amending and supplementing some articles of Decree No. 156/2020/NĐ-CP (amended and supplemented some articles according to Decree No. 128/2021/NĐ-CP dated December 30, 2021 of the Government) and Decree No. 158/2020/NĐ-CP dated December 31, 2020 of the Government on securities derivatives and securities derivatives market (Decree No. 306/2025/NĐ-CP);

• Regarding the act of not reporting information that must be reported according to legal regulations: Fined 92,500,000 VND (Ninety-two million five hundred thousand

amount) as stipulated in Clause 3, Article 43 of Decree No. 156/2020/NĐ-CP, amended and supplemented by point a, Clause 34, Article 1 of Decree No. 128/2021/NĐ-CP dated December 30, 2021, of the Government, which amends and supplements certain provisions of Decree No. 156/2020/NĐ-CP (Decree No. 128/2021/NĐ-CP);

• Regarding the act of changing the capital use plan, the amount obtained from the share issuance or private share issuance but not through the General Meeting of Shareholders (GMS) or the Board of Directors (BOD):
  • Main penalty form: A fine of 175,000,000 VND (One hundred seventy-five million VND) as stipulated by point a, Clause 4, Article 8 of Decree No. 156/2020/NĐ-CP, amended and supplemented according to point d, Clause 7, Article 1 of Decree No. 128/2021/NĐ-CP;
  • Remedial measures: Mandatory ratification by the nearest GMS or BOD regarding the change of the capital use plan, the amount obtained from the share issuance or private share issuance, as stipulated by point c, Clause 9, Article 8 of Decree No. 156/2020/NĐ-CP, amended and supplemented according to point e, Clause 7, Article 1 of Decree No. 128/2021/NĐ-CP.
    Total fine amount: 425,000,000 VND (Four hundred twenty-five million VND).

5. Recommendations for handling measures
   The State Securities Inspectorate requests the Company to urgently take measures to rectify and remedy the violations and shortcomings identified after the inspection and to ensure full compliance with the obligations of a public company, specifically as follows:

• Regarding information disclosure obligations:

  • Review and rectify the implementation of information disclosure obligations, ensuring that information is disclosed fully, accurately, and on time as required;
  • Remediate the disclosure of unpublished documents (Decision No. 82/QĐHĐQT dated December 26, 2024, regarding the adjustment of the capital use plan from the private share issuance; Decision No. 11/QĐ-HĐQT dated January 08, 2025, regarding the capital use plan based on actual results after the private share issuance; BOD Resolution No. 27/NQ-HĐQT dated March 05, 2024, regarding the approval of the transaction proposal with IFOOD Green Food Joint Stock Company; BOD Resolution No. 43/NQ-HĐQT dated June 21, 2024, regarding the approval of the transaction proposal with insiders and related parties; BOD Resolution No. 71/NQ-HĐQT dated October 25, 2024, regarding the approval of the transaction proposal with insiders and related parties; BOD Resolution No. 80/NQ-HĐQT dated December 26, 2024, regarding the approval of the BOD meeting content held on December 26, 2024 (including content related to the 2025 private share issuance); BOD Resolution No. 04/NQ-HĐQT dated January 03, 2025, regarding the approval of the transaction proposal with IFOOD Green Food Joint Stock Company; BOD Resolution No. 09/NQ-HĐQT dated January 08, 2025, regarding the approval of the BOD meeting content held on January 08, 2025 (including content related to the 2025 private share issuance); BOD Resolution No. 57/NQ-HĐQT dated July 21, 2025, regarding the approval of the transaction proposal with IFOOD Green Food Joint Stock Company; BOD Resolution No. 66/NQ-HĐQT dated August 25, 2025, regarding the approval of the transaction proposal with insiders);
  • Remediate the disclosure of full content regarding independent BOD members and non-executive BOD members in the Company Governance Situation Report for the first 6 months of 2023, the first 6 months of 2024, the first 6 months of 2025, and for the years 2023, 2024, and 2025, as well as BOD resolutions/decisions and transactions with related parties that are still missing in the Company Governance Situation Report for the first 6 months of 2024, the year 2024, the first 6 months of 2025, and the year 2025;
  • Remediate the reporting of documents not yet reported (report to the State Securities Inspectorate regarding the change of the capital use plan obtained from the 2025 private share issuance, which was approved by the BOD in Resolution No. 80/NQ-HĐQT dated December 26, 2024, and Resolution No. 09/NQ-HĐQT dated January 08, 2025, according to Form No. 02 of the Appendix issued together with Decree No. 155/2020/NĐ-CP).

• Regarding the issuance and sale of securities: Implement remedial measures requiring ratification by the nearest GMS regarding the change of the capital use plan, the amount obtained from the private share issuance, for the act of changing the capital use plan, the amount obtained from the private share issuance but without GMS approval. Ensure that the information in the private share issuance or offering dossier is accurate, truthful, verifiable, and contains all required content as stipulated. Furthermore, ensure strict compliance with legal regulations regarding the issuance and sale of securities, bearing legal responsibility for the accuracy, truthfulness, and completeness of the content of reports and documents provided related to the use of funds obtained from the issuance and sale of securities.

The State Securities Inspectorate requires the Company to implement the rectification and remedial measures immediately within 30 days from the date of signing the inspection conclusion. The result report must be sent to the State Securities Inspectorate within 05 days, from the date the rectification and remediation period expires./.