Conclusion of Inspection No. 87/KL-TT on the State Securities Inspectorate's inspection of Tin Viet Joint Stock Comprehensive Finance Company

On December 30, 2025, the State Securities Inspectorate issued Conclusion of Inspection No. 87/KL-TT regarding the inspection of Tin Viet Joint Stock Comprehensive Finance Company (the Company/TIN). The full text of the Conclusion is as follows:

In accordance with Decision No. 238/QĐ-TT dated September 8, 2025, regarding the inspection of Tin Viet Joint Stock Comprehensive Finance Company, from October 17, 2025, to November 7, 2025, the Inspection Team of the State Securities Commission (SSC) conducted an on-site inspection at the Company. The inspection period covered January 1, 2023, to the date of issuance of the Inspection Decision (October 17, 2025).

Based on the Inspection Result Report dated December 1, 2025, from the Head of the Inspection Team, the Chief Inspector of the State Securities Inspectorate, the inspection conclusions are as follows:

1. General Overview

Tin Viet Joint Stock Comprehensive Finance Company was formerly the Xi M Cement Joint Stock Finance Company, established on May 29, 2008, with a charter capital of 300 billion VND.

In 2018, the Company registered as a public company with the SSC. On December 28, 2021, 68,787,214 shares of the Company officially began trading on the UpCom market under the stock code TIN.

At the time of inspection, the Company operated under Enterprise Registration Certificate No. 0102766770, initially issued by the Hanoi Department of Planning and Investment (now the Hanoi Department of Finance) on June 2, 2008, with the 15th amendment on December 18, 2023; and Decisions on amending the License for Establishment and Operation No. 649/QĐ-QLGS6 dated April 21, 2025, and No. 1038/QĐ-QLGS6 dated May 26, 2025, issued by the Credit Institution Management and Supervision Department - State Bank of Vietnam (SBV). The legal representative is Mr. Ho Minh Tam - General Director of the Company.

• Main business lines (according to the Enterprise Registration Certificate): Mobilizing funds in the following forms: Accepting deposits, issuing deposit certificates, borrowing; Providing credit in the following forms: Lending, issuing credit cards, financial leasing; Other activities: Opening deposit accounts, contributing capital, purchasing shares in accordance with SBV regulations;...
• Regarding subsidiaries and affiliated companies: At the time of inspection, the Company had no subsidiaries or affiliated companies.
• Regarding shareholder structure and major shareholders: According to the shareholder list finalized by the Vietnam Securities Depository (VSDC) on March 25, 2025, for the organization of the 2025 Annual General Meeting of Shareholders (AGMS), the Company had 337 shareholders, including 01 major shareholder (an organization) holding 11.01% of shares.
• Charter capital: According to the 2023 Financial Statements (FS) audited by Ernst & Young Vietnam LLC and the 2024 FS audited by KPMG Vietnam LLC, the Company's charter capital as of December 31, 2023, and December 31, 2024, was 701 billion VND and 911 billion VND, respectively.
• Business results: According to the audited FS for 2023 and 2024, the Company's net profit after tax (NPAT) for 2023 and 2024 was 16.6 billion VND and -155 billion VND, respectively.
• Regarding foreign ownership ratio (FOR): The maximum FOR at the Company is 50% according to Official Dispatch No. 3885/UB-PTTT dated July 23, 2021, from the SSC.
• Regarding securities offering and issuance activities: During the inspection period, the Company conducted 01 public offering of shares to existing shareholders (ESS) in 2024 to increase capital from 701,372,140,000 VND to 911,783,310,000 VND.

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 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 some articles of the Securities Law (Decree No. 155/2020/NĐ-CP).
• The Company has established an electronic information page at https://www.vietcredit.com.vn/ in accordance with Point a, Clause 2, Article 7 of Circular No. 96/2020/TT-BTC dated November 16, 2020, by the Minister of Finance guiding ID on the securities market (Circular No. 96/2020/TT-BTC). The Company's electronic information page has a dedicated section for shareholder relations for ID.
• Person responsible for ID: Mr. Ho Minh Tam - General Director, Legal Representative of the Company.
• Regarding the method of ID: The Company has registered and uses the SSC's ID system and the Hanoi Stock Exchange (HNX) electronic information page in accordance with Points b, c, Clause 1, and Clause 9, Article 7 of Circular No. 96/2020/TT-BTC.

2.1.2. Regarding reporting and ID obligations
During the inspection period, the Company did not fully comply with regulations on reporting and ID obligations for periodic and exceptional information according to Circular No. 96/2020/TT-BTC and Circular No. 68/2024/TT-BTC dated September 18, 2024, by the Minister of Finance amending and supplementing some articles of Circulars regulating securities trading on securities trading systems; clearing and settlement of securities transactions; activities of securities companies and ID on the securities market; specifically as follows:

• The Company did not ID the following documents on the SSC's ID system, the HNX electronic information page, and the Company's page: Explanation regarding NPAT in the Q4/2022 FS being in loss, shifting from profit in the same period of the previous year to loss in this period; Board of Directors (BoD) Resolution No. 134/2024/VietCredit-QĐ dated March 4, 2024, approving the adjustment of the offering dossier.
• The Company did not ID the following documents on the HNX electronic information page and the Company's page: BoD Resolution No. 418/2024/VietCredit-QĐ dated June 3, 2024, regarding the dismissal of the Deputy General Director position; BoD Resolution No. 465/2024/VietCredit-QĐ dated June 19, 2024, regarding the implementation of additional public share offering; Q4/2024 FS in English; Explanation of 10% NPAT difference in Q4/2024 in English; 2024 Corporate Governance Report in English; BoD Resolutions No. 212/2025/VietCredit-QĐ dated April 1, 2025, and No. 214/2025/VietCredit-QĐ dated April 1, 2025, appointing the Deputy General Director of the Company.
• The Company did not ID on time on the SSC's ID system, the HNX electronic information page, and the Company's page regarding Official Dispatch No. 86/2023/VietCredit-CV dated January 19, 2023, correcting the explanation of net profit difference in Q4/2022.
• The Company did not ID on time on the SSC's ID system and the HNX electronic information page regarding the following documents: Audited 2022 FS; Official Dispatch No. 322/2023/VietCredit-CV dated March 31, 2023, regarding the explanation of NPAT difference in the audited 2022 FS.
• The Company did not ID on time on the HNX electronic information page regarding the following documents: Decision No. 903/QĐ-NHNN dated May 12, 2023, by the Governor of SBV regarding the change of the Company's operation license; BoD Resolution No. 674B/2024/VietCredit-NQ dated September 18, 2024, regarding the approval of the adjustment of the plan to use proceeds from the public share offering to existing shareholders; Notice of invitation to the 2025 Annual General Meeting of Shareholders (Vietnamese and English versions); Materials for the 2025 Annual General Meeting of Shareholders (Vietnamese and English versions); BoD Resolution No. 208/2025/VietCredit-QĐ dated March 28, 2025, dismissing the Deputy General Director of the Company; Materials for the 2025 Extraordinary General Meeting of Shareholders.
• The Company did not ID complete content as required: The 2023 and 2024 Annual Reports lacked information on some financial indicators (Capital Usage Ratio, Ratio of Overdue Guaranteed Debt/Total Guaranteed Balance), lacked information on the unit in the table of Changes in Owner's Investment Capital; The 2024 Corporate Governance Report for the first half of 2025 stated the lack of Extraordinary General Meeting of Shareholders Resolution No. 24/2025/VietCredit-NQ dated January 10, 2025, in Section I Activities of the AGMS; According to documents provided by the Company, the BoD organized 06 meetings in 2023; however, the 2023 Corporate Governance Report only recorded 05 meetings.
• The Company ID inaccurate information regarding transactions with related parties in the 2023 and 2024 Corporate Governance Reports, specifically: According to the 2023 and 2024 Corporate Governance Reports, in 2023 and 2024, the Company had transactions with subsidiaries of the major shareholder, including the following companies: Hai Phong Vicem Cement Single Member Limited Liability Company (MTV), Bim Son Cement Joint Stock Company (CTCP), Tam Diep Vicem Cement Single Member Limited Liability Company (MTV), Cement Trading Joint Stock Company, Hai Van Cement Joint Stock Company, Hoang Mai Cement Joint Stock Company; But Son Cement Joint Stock Company, Vicem Urban Hai Phong Cement Joint Stock Company; Gypsum Cement Joint Stock Company, Ha Long Cement Joint Stock Company. However, according to the audited 2023 and 2024 FS and the Company's report, the Company did not have transactions with the aforementioned companies.

2.2. Compliance with Legal Regulations on Corporate Governance

2.2.1. Internal regulations related to corporate governance
The Company Charter, Internal Regulation on Corporate Governance, Regulation on BoD Activities, and Regulation on Supervisory Board (SB) Activities were approved by the AGMS and were basically updated and perfected according to the model issued with Circular No. 116/2020/TT-BTC dated December 31, 2020, by the Minister of Finance guiding the detailed implementation of some articles of Decree No. 155/2020/NĐ-CP.

2.2.2. Person in charge of corporate governance
The Company appointed Mr. Nguyen Dang Thanh - Deputy Head of the BoD Office (currently Head of the BoD Office) as the person in charge of corporate governance according to BoD Decision No. 180/2023/VietCredit-NQ dated February 17, 2023.

2.2.3. Regarding the activities of the BoD, SB, and Management Board
At the time of inspection, the Company's BoD had 05 members, including 01 independent member and 04 non-executive members. The number of non-executive BoD members complied with Clause 2, Article 276 of Decree No. 155/2020/NĐ-CP, as amended and supplemented by Clause 79, Article 1 of Government Decree No. 245/2025/NĐ-CP dated September 11, 2025, amending and supplementing some articles of Decree No. 155/2020/NĐ-CP. During the inspection period, the BoD organized 13 meetings and 242 written consultations, with a BoD meeting held every quarter as required by Point c, Clause 3, Article 41 of the Securities Law, Clause 2, Article 157 of the 2020 Enterprise Law, and Clause 1, Article 279 of Decree No. 155/2020/NĐ-CP.

At the time of inspection, the Company's SB had 03 members in accordance with Clause 1, Article 286 of Decree No. 155/2020/NĐ-CP. SB members met the standards and conditions prescribed in Clauses 1 and 2, Article 286 of Decree No. 155/2020/NĐ-CP. The Head of the SB held a Master's degree in Economics as required by Clause 3, Article 286 of Decree No. 155/2020/NĐ-CP.

The Head of the SB held a university degree in Accounting as required by Clause 3, Article 286 of Decree No. 155/2020/NĐ-CP. During the inspection period, the SB organized 16 meetings, 06 written consultations, and kept SB meeting minutes in accordance with Clause 1, Article 289 of Decree No. 155/2020/NĐ-CP.

At the time of inspection, the Company had 01 General Director, 05 Deputy General Directors, and 01 Chief Accountant.

2.2.4. Regarding the organization of the AGMS
During the inspection period, the Company organized 03 meetings of the 2023, 2024, and 2025 Annual General Meetings of Shareholders; 01 meeting of the 2025 Extraordinary General Meeting of Shareholders (meeting date January 10, 2025); and 02 instances of shareholder written consultation in 2023 and 2025.

• Regarding the deadline for organizing AGMS meetings: The 2023, 2024, and 2025 Annual General Meetings of Shareholders were organized within 04 months from the end of the fiscal year, in accordance with Clause 2, Article 139 of the 2020 Enterprise Law.
• Regarding the shareholder list: The list of shareholders entitled to attend the AGMS and the list of shareholders for written consultation were compiled based on the Company's shareholder register provided by VSDC. The list of shareholders entitled to attend the AGMS was compiled ensuring no more than 10 days before the date of sending the meeting invitation/voting ballot, in accordance with Clause 1, Article 141 and Clause 2, Article 149 of the 2020 Enterprise Law. The Company ID the establishment of the list of shareholders entitled to attend the AGMS in accordance with Clause 1, Article 273 of Decree No. 155/2020/NĐ-CP and ID the estimated final registration date for implementing shareholder written consultation in accordance with Point a, Clause 4, Article 11 of Circular No. 96/2020/TT-BTC.
• Regarding the sending of meeting notices: The Company implemented sending meeting invitations/shareholder written consultation letters to shareholders via registered mail to the shareholder's contact address through express delivery and directly to some shareholders who are employees of the Company, member companies, and related persons of employees, and internal persons of the Company.
• The Company posted materials for the 2023 and 2024 Annual General Meetings of Shareholders and shareholder written consultation materials for 2023 and 2025 in accordance with Point a, Clause 3, Article 10 and Point b, Clause 3, Article 11 of Circular No. 96/2020/TT-BTC. However, the Company posted materials for the 2025 Annual and Extraordinary General Meetings of Shareholders not ensuring the deadline as required by Point a, Clause 3, Article 10 and Point a, Clause 3, Article 11 of Circular No. 96/2020/TT-BTC.
• Regarding the BoD and SB Activity Reports: The BoD and SB Activity Reports lacked content regarding remuneration, operational costs, and other benefits of each BoD member and each SB member, in accordance with Clause 1, Article 280 and Clause 1, Article 290 of Decree No. 155/2020/NĐ-CP.

2.2.5. Regarding transactions with related parties

According to the audited 2023 and 2024 FS and documents provided by the Company, the Company incurred interest expenses on deposit accounts with Vietnam Cement Joint Stock Corporation - a shareholder owning more than 10% of the Company's common shares (Year 2023: 12,698,744,468 VND; Year 2024: 5,553,266,626 VND); incurred interest expenses on issued negotiable instruments of 327,739,727 VND and interest expenses on deposits of 144,951,546 VND in 2023 with Vicem Cement Trading Joint Stock Company - a related organization (subsidiary) of Vietnam Cement Joint Stock Corporation; however, the aforementioned transactions were not approved by the AGMS or BoD of the Company, violating Point b, Clause 6, Article 41 of the Securities Law, and Clauses 1 and 2, Article 167 of the 2020 Enterprise Law.

2.3. Regarding Share Offering

During the inspection period, the Company conducted 01 public offering of shares in 2024 to existing shareholders (ESS) to increase capital from 701,372,140,000 VND to 911,783,310,000 VND, specifically:

2.3.1. Regarding the offering plan and results

The 2024 public share offering was implemented by the Company in accordance with the 2023 Annual General Meeting of Shareholders Resolution No. 443/2023/VietCredit-NQ dated April 27, 2023, the 2024 Annual General Meeting of Shareholders Resolution No. 324/2024/VietCredit-NQ dated April 19, 2024, and BoD Resolutions on implementing the charter capital increase plan and conducting additional public share offering to existing shareholders: No. 1334/2023/VietCredit-NQ dated June 21, 2023, No. 465/2024/VietCredit-NQ dated June 19, 2024, and No. 466A/2024/VietCredit-NQ dated June 20, 2024.

According to BoD Resolutions on implementing the distribution of additional shares due to existing shareholders not exercising their subscription rights, the offering results: No. 612/2024/VietCredit-NQ dated August 23, 2024, No. 623/2024/VietCredit-NQ dated August 27, 2024, No. 639/2024/VietCredit-NQ dated August 30, 2024, and the Company's Report on the Result of Public Share Offering No. 650/2024/VietCredit-BC dated September 9, 2024, the number of shares successfully offered to the public was 21,041,117 shares, the number of fractional shares cancelled was 47 shares, costs related to the offering were 291,760,000 VND, total net proceeds from the offering were 210,119,410,000 VND, and the end date of the offering was August 30, 2024.

According to Official Dispatch No. 168-CV dated August 30, 2024, from Bank for Foreign Trade Joint Stock Company (VietinBank) - Hanoi Branch and the supplementary account book of the blocked account from July 1, 2024, to August 30, 2024, the opening balance (before the offering) was 0 VND, and on August 30, 2024 (the end date of the offering), it was 212,360,070,000 VND (including 1,950,000,000 VND which was an erroneous payment by investors and has been returned).

On September 20, 2024, the Company submitted a supplementary registration dossier to VSDC. On October 21, 2024, HNX issued Decision No. 1146/QĐ-SGDHN approving the change of registration trading date to October 23, 2024. On October 30, 2024, HNX issued Notice No. 4843/TB-SGDHN regarding the first trading date for 4,779,634 freely transferable shares being November 6, 2024, and for 16,261,483 restricted transferable shares being September 3, 2025.

2.3.2. Status of use of proceeds from the share offering

• Regarding the change of the plan to use proceeds
  The 2024 Annual General Meeting of Shareholders Resolution No. 324/2024/VietCredit-NQ dated April 19, 2024, of the Company approved the plan to use the expected proceeds from the offering to supplement working capital for consumer lending activities through the issuance of domestic credit cards. On September 18, 2024, the Company's BoD issued Resolution No. 674B/2024/VietCredit-NQ approving the adjustment of the plan to use proceeds from the public share offering to existing shareholders, specifically: (1) Implementing the payment of matured deposit/loan contracts and deposit certificates of the Company in September and October 2024 (up to 100 billion VND); (2) Supplementing working capital for consumer lending activities through the issuance of domestic credit cards (the remaining amount after using for purpose (1)).

However, the Company did not report at the most recent AGMS (2025 Extraordinary General Meeting of Shareholders on January 10, 2025) and did not report to the SSC on the change of the plan to use proceeds from the 2024 public share offering in accordance with Clause 2, Article 9 and Point a, Clause 3, Article 9 of Decree No. 155/2020/NĐ-CP; simultaneously, the Company did not ID the change of the plan to use proceeds on the HNX electronic information page on time in accordance with Point b, Clause 3, Article 9 of Decree No. 155/2020/NĐ-CP.

• Status of use of proceeds
  According to documents provided by the Company, the use of proceeds from the Company's offering was as follows:

According to the Payment Order dated September 20, 2024, from Viet Bank (BVB), the Company transferred the amount of 210,410,070,000 VND from the blocked account to another payment account of the Company at Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank) to begin using, specifically:
(1) Implementing the payment of matured deposit/loan contracts and deposit certificates of the Company in September and October 2024: From September 23, 2024, to October 2, 2024, the Company implemented the payment of the amount of 93,895,323,618 VND for matured deposit/loan contracts and deposit certificates of the Company in September and October 2024.
(2) Supplementing working capital for consumer lending activities through the issuance of domestic credit cards: From September 23, 2024, to November 5, 2024, the Company transferred a total amount of 116,224,086,382 VND from the Company's payment account at VietinBank to another payment account at BVB, and from September 23, 2024, to November 11, 2024, the Company used this amount to pay for 02 groups of operations with NAPAS, including the operation of card payments on e-commerce and the operation of cash withdrawal and card swiping payments (supplementing working capital for consumer lending activities through the issuance of domestic credit cards).

The result of sampling 03 transactions on September 23, 2024, October 7, 2024, and October 18, 2024, on the Company's payment account at BVB showed that the 02 aforementioned groups of operations were used to disburse according to Card Opening Contracts, which included a clause stipulating that the loan card is a domestic credit card bearing the VietCredit brand.

According to the supplementary account book No. 0697041105896 of the Company at BVB, from September 23, 2024, to November 11, 2024, the amount used for settlement with NAPAS was 113,537,736,193 VND, and the balance on November 28, 2024, was 3,265,515,529 VND (of which the amount remaining from the Company's offering was at least 2,686,350,189 VND).

On November 28, 2024, from account No. 0697041105896 of the Company at BVB, the Company transferred the amount of 3,260,000,000 VND (including at least 2,686,350,189 VND which was the amount from the offering) to account No. 697041000810 of the Company at BVB to continue using.

Checking the supplementary account book No. 0697041000810 of the Company at BVB showed that: Before receiving the aforementioned amount of 3,260,000,000 VND on November 28, 2024, the account had an opening balance of 15,336,679,578 VND. This is an account for the Company's regular receipt and payment of money, with many transactions transferring money in and out. The amount of 3,260,000,000 VND was mixed into the Company's working capital, including transactions for settlement with NAPAS. Therefore, within the scope of the inspection, the Inspection Team had no basis to check the disbursement of the entire 3,260,000,000 VND (including at least 2,686,350,189 VND which was the amount from the offering).

Since the mobilization of funds and lending through domestic credit card payments operate in accordance with the Law on Credit Institutions and related legal documents, falling under the management authority of the State Bank of Vietnam; the Company is responsible for complying with the regulations of the specialized law related to these mobilization and payment activities. The Inspection Team only conducted inspection and verification on the use of funds mobilized from the Company's issuance based on the plan to use funds approved by the AGMS and BoD; requested the Company to be responsible for the documents provided to the Inspection Team.

3. Conclusions

3.1. Conclusions on inspection contents
The Company still has some violations and shortcomings stated in Section 2 of the Inspection Conclusion.

3.2. Responsibilities
The Company, BoD, General Director, leaders, and employees of relevant departments are responsible for violations regarding the obligation of ID, reporting of public companies (Not disclosing information that must be disclosed according to legal regulations, ID not on time according to legal regulations, ID not complete content according to legal regulations, ID inaccurate information, Not reporting information that must be reported according to legal regulations); violation of not reporting the change of the plan to use proceeds, the amount obtained from the public share offering at the most recent AGMS; violation of regulations on transactions with shareholders, business managers, and related persons of these subjects.

4. Handling measures applied within competence
   On November 20, 2025, the Inspection Team established Administrative Violation Record No. 330/BB-VPHC regarding the Company's violations.

On December 19, 2025, the State Securities Inspectorate issued Decision on Administrative Penalty No. 527/QĐ-XPHC regarding the violations of the Company that are still within the statute of limitations for handling, specifically:

• A fine of 92,500,000 VND (Ninety-two million five hundred thousand VND) for not disclosing information that must be disclosed according to legal regulations, in accordance with Point a, Clause 4, Article 42 of Government Decree No. 156/2020/NĐ-CP dated December 31, 2020, regulating administrative penalties in the field of securities and the securities market (Decree No. 156/2020/NĐ-CP).
• A fine of 65,000,000 VND (Sixty-five million VND) for ID not complete content according to legal regulations, in accordance with Point b, Clause 3, Article 42 of Decree No. 156/2020/NĐ-CP.
• A fine of 175,000,000 VND (One hundred seventy-five million VND) for ID inaccurate information, in accordance with Clause 5, Article 42 of Decree No. 156/2020/NĐ-CP, as amended and supplemented by Point b, Clause 33, Article 1 of Government Decree No. 128/2021/NĐ-CP dated December 30, 2021, amending and supplementing some articles of Decree No. 156/2020/NĐ-CP (Decree No. 128/2021/NĐ-CP); simultaneously applying the remedial measure: Mandatory cancellation of information or correction of information, in accordance with Clause 6, Article 42 of Decree No. 156/2020/NĐ-CP, as amended and supplemented by Point d, Clause 33, Article 1 of Decree No. 128/2021/NĐ-CP.
• A fine of 85,000,000 VND (Eighty-five million VND) for not reporting information that must be reported according to legal regulations, in accordance with Clause 3, Article 43 of Decree No. 156/2020/NĐ-CP, as amended and supplemented by Point a, Clause 34, Article 1 of Decree No. 128/2021/NĐ-CP.
• A fine of 325,000,000 VND (Three hundred twenty-five million VND) for not reporting the change of the plan to use proceeds, the amount obtained from the public share offering at the most recent AGMS, in accordance with Point b, Clause 4, Article 10 of Decree No. 156/2020/NĐ-CP, as amended and supplemented by Point a, Clause 9, Article 1 of Decree No. 128/2021/NĐ-CP; simultaneously applying the remedial measure: Mandatory approval by the nearest General Meeting of Shareholders regarding the change of purpose or plan to use the amount obtained from the public share offering.