Inspection Conclusion No. 57/KL-TT regarding inspection at Technical Infrastructure Development Joint Stock Company

In implementation of Inspection Decision No. 104/QĐ-TT dated May 20, 2025, regarding the inspection at Technical Infrastructure Development Joint Stock Company (the Company/IJC), from June 16, 2025, to June 26, 2025, the Inspection Team of the State Securities Commission (SSC) conducted an inspection at the Company; the inspection period was from January 1, 2023, to the date of issuance of the Inspection Decision (May 30, 2025).

Considering the Inspection Result Report dated July 30, 2025, of the Inspection Team Leader, the Chief Inspector of the SSC concludes the inspection as follows:

1. General Overview

Technical Infrastructure Development Joint Stock Company was established from the privatization plan according to Decision No. 3736/QĐ-UBND dated August 21, 2006, and Decision No. 1131/QĐ-UBND dated March 1, 2007, of the People's Committee of Binh Duong Province, regarding the approval of the plan and conversion of National Highway 13 Project under the Investment and Industrial Development Company (now Becamex IDC Joint Stock Company) into Technical Infrastructure Development Joint Stock Company; the initial charter capital was 337,470,000,000 VND.

In 2008, the Company registered as a public company with the SSC. On April 5, 2010, the Ho Chi Minh City Stock Exchange (HOSE) issued Decision No. 64/QĐ-SGDHCM approving the listing registration for the Company (stock code: IJC), with the number of listed shares being 54,838,905 shares; officially trading on HOSE from April 9, 2010 (according to HOSE Notice No. 353/TB-SGDHCM dated April 9, 2010).

At the time of inspection, the Company operated under Enterprise Registration Certificate No. 3700805566 issued by the Department of Planning and Investment of Binh Duong Province, first issued on July 2, 2007, with the 15th amendment on February 13, 2025; the Legal Representative is Mr. Trinh Thanh Hung - General Director.

• Main business lines (according to Enterprise Registration Certificate): Investment in construction and operation of technical infrastructure in industrial zones, residential areas, and urban areas; real estate business and leasing of houses, apartments, factories, and offices; production of construction materials; construction of public works; construction of technical infrastructure works; mining exploitation; mineral processing; maintenance, repair, toll road operation, etc.

• Regarding subsidiaries and affiliates: At the time of inspection, the Company had 03 subsidiaries (100% ownership): Becamex Single Member Limited Liability Company for Trade, Becamex Single Member Limited Liability Company for Hotel, and WTC Binh Duong Single Member Limited Liability Company, and 01 affiliate: Becamex Binh Phuoc Technical Infrastructure Development Joint Stock Company (31.77% ownership).

• Regarding shareholder structure and major shareholders: According to the shareholder list finalized by the Vietnam Securities Depository (VSDC) on March 10, 2025, to organize the 2025 Annual General Meeting of Shareholders (AGMS), the Company had 14,804 shareholders, including 01 major shareholder, Becamex IDC, owning 49.76% of the Company's shares.

• Charter capital: According to the audited consolidated financial statements (CFS) for 2023 and 2024 by A&C Audit and Consulting Company Limited, and the Q1/2025 CFS prepared by the Company, the Company's charter capital at the dates of January 1, 2023, December 31, 2023, December 31, 2024, and March 31, 2025, were respectively: 2,170,973,230,000 VND, 2,518,325,090,000 VND, 3,777,483,840,000 VND, and 3,777,483,840,000 VND.

• Business operation results: According to the audited CFS for 2023 and 2024 and the Q1/2025 CFS prepared by the Company, the Company's net profit for 2023, 2024, and the first three months of 2025 were respectively: 394,852,892,967 VND, 354,137,893,485 VND, and 45,457,094,618 VND.

• Process of charter capital increase/decrease from the date of public company registration to the date of issuance of the Inspection Decision: According to the Company's disclosed information in the 2024 Annual Report, the Company implemented 01 charter capital reduction in 2016 and 05 public offerings/share issuances from 2008 to 2024, increasing charter capital from 337,470,000,000 VND to 3,777,483,840,000 VND.

2. Inspection and Verification Results

2.1. Compliance with legal regulations on information disclosure (ID)

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 some articles of the Securities Law (Decree No. 155/2020/NĐ-CP).

• The Company has established an electronic information page at http://becamexijc.com. The Company's electronic information page has a dedicated section for shareholder relations to implement ID.

• Person performing ID: Mr. Trinh Thanh Hung - General Director, Legal Representative of the Company.

• Regarding ID methods: The Company has registered and used the SSC's ID system (IDS system) and HOSE's electronic information page (https://www.hsx.vn) in accordance with point b, c, Clause 1, Clause 9, Article 7 of Circular No. 96/2020/TT-BTC dated November 16, 2020, of the Minister of the Ministry of Finance guiding information disclosure on the securities market (Circular No. 96/2020/TT-BTC).

2.1.2. Regarding compliance with legal regulations on ID

Basically, during the inspection period, the Company fulfilled its reporting obligations and ID of periodic and exceptional information according to Circular No. 96/2020/TT-BTC. However, the Company had violations and shortcomings in compliance with legal regulations on ID, specifically as follows:

• The Company did not ID on time according to legal regulations:
  The Company did not ID on time on the SSC's ID system, on HOSE's electronic information page, and on the Company's electronic information page regarding the documents for the 2024 Annual General Meeting of Shareholders, violating point a, Clause 3, Article 10 of Circular No. 96/2020/TT-BTC.

• The Company did not ID full content according to legal regulations:
  The Company did not fully present the transaction data of related parties in the 2023 and 2024 Annual Reports and the 2023 and 2024 Corporate Governance Situation Reports according to the templates prescribed in Appendix IV and Appendix V issued with Circular No. 96/2020/TT-BTC, specifically:

• According to the audited separate financial statements for 2023 and 2024, in 2023 and 2024, the Company incurred transactions: Social housing management and operation services (total value incurred in 2023 and 2024 were 1,238,318,182 VND and 446,295,455 VND respectively) with Becamex IDC (major shareholder owning 49.76% of the Company's shares; Mr. Quang Van Viet Cuong - Vice Chairman of the Board of Directors (BOD) of the Company is also Vice General Director of Becamex IDC). However, in the 2023 Corporate Governance Situation Report and the 2023 Annual Report, the Company only reflected transactions incurred in the last 6 months of 2023 amounting to 703,363,636 VND; the 2024 Corporate Governance Situation Report and the 2024 Annual Report did not present this transaction.

• According to the audited separate financial statement for 2023, in 2023, the Company transferred the HL-E12 lot of the Hoa Loi Resettlement Area Project to Binh Duong Business and Development Joint Stock Company (TDC) (Mr. Quang Van Viet Cuong - Vice Chairman of the BOD of the Company is also a Member of the Board of Directors of TDC), with a value of 344,683,679,772 VND. However, in the 2023 Corporate Governance Situation Report and the 2023 Annual Report, the Company only reflected transactions incurred with TDC in December 2023 amounting to 29,698,208,694 VND.

• According to the audited separate financial statements for 2023 and 2024, in 2023 and 2024, the Company incurred transactions: Purchase of goods and services (total value incurred in 2023 was 766,289,172 VND) and Leasing of premises and equipment (total value incurred in 2023 and 2024 were 3,240,000,000 VND and 2,820,000,000 VND respectively) with Becamex Single Member Limited Liability Company for Hotel (subsidiary of the Company; Ms. Vo Thi Huyen Trang - Member of BOD/Vice General Director of the Company is also a Member of the Members' Council of Becamex Single Member Limited Liability Company for Hotel). However, in the 2023 Corporate Governance Situation Report and the 2023 Annual Report, the Company only reflected Purchase of goods and services transactions incurred in the last 6 months of 2023 amounting to 455,443,554 VND, and Leasing of premises and equipment transactions in the last 6 months of 2023 amounting to 1,620,000,000 VND; the 2024 Corporate Governance Situation Report and the 2024 Annual Report did not present the Leasing of premises and equipment transaction.

• According to the audited separate financial statements for 2023 and 2024, in 2023 and 2024, the Company incurred transactions: Leasing of premises and equipment (total value incurred in 2023 and 2024 were 10,769,124,000 VND and 5,384,562,000 VND respectively) and Leasing and management of investment real estate (Total value incurred in 2024 was 14,684,636,361 VND) with Becamex Single Member Limited Liability Company for Trade (subsidiary of the Company; Ms. Vo Thi Huyen Trang - Member of BOD/Vice General Director of the Company is also Chairman of the Members' Council of Becamex Single Member Limited Liability Company for Trade). However, in the 2023 Corporate Governance Situation Report and the 2023 Annual Report, the Company only reflected Leasing of premises and equipment transactions incurred in the last 6 months of 2023 amounting to 5,384,562,000 VND; the 2024 Corporate Governance Situation Report and the 2024 Annual Report did not present this transaction.

2.2. Compliance with legal regulations on corporate governance

2.2.1. Documents related to corporate governance

• The Company's Charter was last amended and supplemented on April 5, 2024, approved at the 2023 Annual General Meeting of Shareholders Resolution No. 01/NQ-ĐHĐCĐ dated April 7, 2023. The contents of the Company's Charter basically comply with the Enterprise Law and Decree No. 155/2020/NĐ-CP, updated according to the Model Charter issued with Circular No. 116/2020/TT-BTC dated December 31, 2020, of the Minister of the Ministry of Finance guiding some articles of Decree No. 155/2020/NĐ-CP (Circular No. 116/2020/TT-BTC).

• The Company has built and promulgated the Internal Regulation on Corporate Governance (Corporate Governance Regulation), the Regulation on the Operation of the Board of Directors, and the Regulation on Organization and Operation of the Supervisory Board (SB) in accordance with Clause 2, Article 270, Clause 4, Article 278, and Clause 6, Article 288 of Decree No. 155/2020/NĐ-CP. The contents of these Regulations are basically consistent with the templates in Appendices II, III, and IV of Circular No. 116/2020/TT-BTC.

2.2.2. Person in charge of corporate governance

At the time of inspection, Ms. Tran Nguyen Thao - Head of Internal Audit Department, was the person in charge of corporate governance according to BOD Decision No. 05/QĐ-HĐQT dated April 15, 2022.

2.2.3. Regarding the operation of the BOD, SB, and Management Board

• Structure and operation of the BOD: At the time of inspection, the Company's BOD had 05 members, including 03 non-executive BOD members and 01 independent BOD member, in accordance with Clause 2, Clause 4, Article 276 of Decree No. 155/2020/NĐ-CP. According to reports and documents provided by the Company, during the inspection period, the BOD organized 109 meetings, the number of meetings per quarter in accordance with point c, Clause 3, Article 41 of the Securities Law, and kept the Minutes and Resolutions of BOD meetings in accordance with Clause 2, Article 279 of Decree No. 155/2020/NĐ-CP.

• Structure and operation of the SB: 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. The Head of the SB of the Company has a Master's degree in Finance, meeting the requirements of Clause 3, Article 286 of Decree No. 155/2020/NĐ-CP. According to documents provided by the Company, during the inspection period, the SB organized 08 meetings and kept the Minutes of SB meetings in accordance with Clause 1, Article 289 of Decree No. 155/2020/NĐ-CP.

• Management Board, Executive Board: At the time of inspection, the Company's Management Board and Executive Board had 05 members, including the General Director, 03 Deputy General Directors, and the 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 instance of obtaining shareholder opinions by written ballot in 2023.

• 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 Enterprise Law.

• The list of shareholders with the right to attend the 2023, 2024, and 2025 Annual General Meetings of Shareholders and the list of shareholders sending ballots for opinion collection were prepared on the Company's shareholder register provided by VSDC. The Company IDed the finalization of the list of shareholders with the right to attend the 2023, 2024, and 2025 Annual General Meetings of Shareholders and the list of shareholders sending ballots for opinion collection in accordance with Clause 1, Article 273 of Decree No. 155/2020/NĐ-CP and Clause 4, Article 11 of Circular No. 96/2020/TT-BTC.

• Regarding the notice of meeting invitation/sending ballots for opinion collection and meeting documents: The Company sent notices of invitation to the 2023, 2024, and 2025 Annual General Meetings of Shareholders and sent letters requesting shareholder opinions by written ballot in 2023 via registered mail to the contact address of shareholders and directly to some shareholders who are insiders, employees at the Company/member companies in accordance with Clause 1, Article 143 and Clause 2, Article 149 of the Enterprise Law.

The Company IDed the documents for the 2023 and 2025 Annual General Meetings of Shareholders on the SSC's ID system, on HOSE's electronic information page, on the Company's electronic information page, and published the documents for obtaining shareholder opinions by written ballot in 2023 on the Company's electronic information page 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 did not ID on time regarding the documents for the 2024 Annual General Meeting of Shareholders.

• Regarding the BOD and SB Operation Reports at the 2023, 2024, and 2025 Annual General Meetings of Shareholders: The BOD and SB Operation Reports presented at the 2023, 2024, and 2025 Annual General Meetings of Shareholders contained contents according to Articles 280 and 290 of Decree No. 155/2020/NĐ-CP.

2.2.5. Regarding transactions with related parties

According to the audited separate financial statements for 2023 and 2024 and documents provided by the Company, it shows that: In 2023, 2024, and the first 5 months of 2025, the Company incurred borrowing, buying and selling of goods and services transactions with companies that are organizations related to insiders of the Company. Transactions with companies that are organizations related to insiders were signed in writing by the Company and approved by the Company's BOD.

2.3. Regarding public offering/issuance of shares

During the inspection period, the Company implemented 01 share issuance in 2023 to pay dividends for 2021 (increasing capital from 2,170,973,230,000 VND to 2,518,325,090,000 VND) and 01 public share offering in 2024 (increasing capital from 2,518,325,090,000 VND to 3,777,483,840,000 VND).

2.3.1. 2023 share issuance to pay 2021 dividends

The issuance of shares to pay 2021 dividends was implemented by the Company according to the 2022 Annual General Meeting of Shareholders Resolution No. 01/NQ-ĐHĐCĐ dated April 15, 2022, and BOD Resolution No. 19/NQ-HĐQT dated December 30, 2022, regarding the approval of the implementation of the Issuance Plan and Issuance Report Documents to pay 2021 dividends.

According to the Company's Share Issuance Result Report No. 14/BC-IJC dated February 9, 2023, the end date of the issuance was February 6, 2023; the number of shares distributed was 34,735,186 shares to 15,813 shareholders; the total number of shares after the issuance was 251,832,509 shares. The Company IDed the result of the issuance on HOSE's electronic information page on February 9, 2023, and on the Company's electronic information page on February 9, 2023.

On March 2, 2023, HOSE issued Decision No. 84/QĐ-SGDHCM regarding the approval of the change in transaction registration of shares from the Company's dividend-paying share issuance. The effective listing change date was March 6, 2023; the first trading date was March 14, 2023.

2.3.2. 2024 public share offering

• Regarding the plan and result of the offering:
  The public share offering to existing shareholders was implemented by the Company according to the 2023 Annual General Meeting of Shareholders Resolution No. 01/NQ-ĐHĐCĐ dated April 7, 2023, and BOD Resolutions regarding the implementation and adjustment of the offering plan: No. 14/NQ-HĐQT dated May 26, 2023, No. 26/NQ-HĐQT dated August 3, 2023, No. 39/NQ-HĐQT dated December 11, 2023.

According to BOD Resolution No. 10/NQ-HĐQT dated April 2, 2024, regarding the approval of the result of registration and payment for shares by existing shareholders and the plan for handling undistributed shares, the number of shares registered and paid for by existing shareholders (ES) was 121,772,041 shares (including 59,100,083 shares already deposited and 62,671,958 shares not yet deposited), with 377 odd shares cancelled and 4,143,834 shares remaining undistributed. The remaining undistributed shares (4,143,834 shares) were distributed to 75 investors at a price of 10,000 VND/share, with a restriction on transfer for 01 year from the end date of the issuance.

According to BOD Resolution No. 11/NQ-HĐQT dated April 5, 2024, approving the result of the offering to ES, the Company's Public Offering Result Report No. 132/BC-IJC dated April 8, 2024, and No. 146/BC-IJC dated April 12, 2024, the end date of the offering was April 5, 2024, the total number of shares distributed was 125,915,875 shares (offering price 10,000 VND/share), the total amount raised from the offering was 1,259,158,750,000 VND (of which the difference of 1,916,528 VND was from deposit interest).

According to the Bank Account Balance Confirmation Letter dated April 5, 2024, from the Joint Stock Commercial Bank for Investment and Development of Vietnam - Binh Duong Branch (BIDV Binh Duong), the balance of the blocked account as of April 5, 2024, was 1,259,160,666,528 VND.

On April 17, 2024, the Company submitted the supplementary share registration dossier to VSDC.

On April 26, 2024, HOSE issued Decision No. 234/QĐ-SGDHCM regarding the change in listing registration, the effective listing change date: May 3, 2024. On May 4, 2024, HOSE issued Notice No. 911/TB-SGDHCM regarding the first trading date for 121,772,041 freely transferable shares being May 15, 2024, and for 4,143,834 restricted transfer shares being April 7, 2025.

• Regarding the change in the capital use plan:
  According to the 2023 Annual General Meeting of Shareholders Resolution No. 01/NQ-ĐHĐCĐ dated April 7, 2023, BOD Resolution No. 14/NQ-HĐQT dated May 26, 2023, BOD Resolution No. 26/NQ-HĐQT dated August 3, 2023, and BOD Resolution No. 39/NQ-HĐQT dated December 11, 2023, the plan for using the proceeds from the offering was as follows: (1) Investment in capital contribution through the form of purchasing additional issued shares in Becamex Binh Phuoc Technical Infrastructure Development Joint Stock Company: 466,000,000,000 VND; (2) Repayment of principal/interest on short-term and long-term bank loans, bonds, customer debt: 628,687,121,578 VND; (3) Supplementing business capital: 164,475,418,422 VND.

At the 2023 Annual General Meeting of Shareholders Resolution No. 01/NQ-ĐHĐCĐ dated April 7, 2023, the Company's AGMS authorized the BOD to amend, adjust, and supplement the capital use plan to be suitable for the progress of charter capital increase, the Company's business operation situation during the offering implementation, the Company's general strategic development direction, and ensuring the overall interests of the Company and shareholders. On March 28, 2024, and April 17, 2024, the Company's BOD approved Resolution No. 09/NQ-HĐQT and Resolution No. 13/NQ-HĐQT regarding the adjustment of the purpose of capital use in the public share issuance, whereby the proceeds from the offering were to be used for (1) Investment in capital contribution through the form of purchasing additional issued shares in Becamex Binh Phuoc Technical Infrastructure Development Joint Stock Company: 366,000,000,000 VND; (2) Repayment of principal/interest on short-term and long-term bank loans, bonds, customer debt: 853,486,477,058 VND; (3) Supplementing business capital: 39,672,272,942 VND.

The Company reported to the SSC; reported at the 2024 Annual General Meeting of Shareholders on April 19, 2024, regarding the change in the capital use plan for proceeds from the offering and IDed on HOSE's electronic information page and on the Company's electronic information page in accordance with regulations.

• Regarding the use of proceeds from the offering:
  Based on the Report on the Situation of Capital Use from April 15, 2024, to December 31, 2024, audited by A&C Audit and Consulting Company Limited, and documents provided by the Company, it shows that as of December 31, 2024, the Company had used all the amount of 1,259,158,750,000 VND raised from the offering for the purposes according to the plan approved by the AGMS/BOD of the Company.

2.4. Regarding the issuance of separate corporate bonds

During the inspection period, the Company did not issue separate corporate bonds (SCB). The Company had 01 issuance of SCB with code IJCH2025001 with outstanding debt during the inspection period, implemented in accordance with Government Decree No. 163/2018/NĐ-CP dated December 4, 2018, regarding the issuance of corporate bonds (Decree No. 163/2018/NĐ-CP), and Government Decree No. 81/2020/NĐ-CP dated July 9, 2020, amending and supplementing some articles of Decree 163/2020/NĐ-CP. This issuance did not require submission of registration dossiers or reports to the SSC when implemented; only reporting to the Hanoi Stock Exchange (HNX) before issuance for summary monitoring and fulfilling the ID obligations of the SCB issuing organization on HNX's Corporate Bond Information Specialty System in accordance with Government Decree No. 153/2020/NĐ-CP dated December 31, 2020, regarding the offering and trading of separate corporate bonds in the domestic market and offering corporate bonds to the international market (Decree No. 153/2020/NĐ-CP) and Government Decree No. 65/2022/NĐ-CP dated September 16, 2022, amending and supplementing some articles of Decree No. 153/2020/NĐ-CP (Decree No. 65/2022/NĐ-CP). Specifically as follows:

• Based on the Company's ID Document dated December 25, 2020, regarding the issuance of bonds by the separate method with code IJCH2025001, the Company implemented the issuance according to BOD Resolution No. 21/NQ-HĐQT dated December 25, 2020, regarding the approval of the 2020 corporate bond issuance plan, bond code IJCH2025001; 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 2020, term 05 years; type of non-convertible bond, not accompanied by warrants, secured by assets. Purpose of capital use: Increase the scale of the issuing organization's operating capital; other purposes permitted by law.

• According to the ID Document regarding the result of the separate bond offering dated March 22, 2021, and documents provided by the Company, the Company successfully issued 500 bonds to 08 investors (01 individual investor and 07 institutional investors) with a total value of 500,000,000,000 VND; Issuance date December 31, 2020, completion date March 18, 2021, maturity date December 31, 2025.

• Based on the Report on the Situation of Use of Proceeds from the Bond Issuance and the Total Number of Outstanding Bonds, the audit report from January 1, 2024, to December 31, 2024 (Report on Bond Capital Use until December 31, 2024), and documents provided by the Company, as of August 31, 2021, the Company had used all the proceeds from the bond issuance to pay for land use right transfer costs, construction infrastructure construction costs, and to meet working capital needs.

• Regarding the repayment of bond principal and interest: According to the Company's report, every 03 months, BIDV Binh Duong (Payment Agent and Account Management Agent) compiles the list of bondholders at each interest and principal payment time and sends an official letter to the Company for confirmation and implementation of payment to bondholders; the total amount the Company has paid in bond interest to bondholders is 153,119,306,161 VND.

• Based on the Report on Bond Capital Use until December 31, 2024, the bond debt balance as of December 31, 2024, was 153 billion VND.

• Regarding the fulfillment of ID obligations of the SCB issuing organization: Based on HNX's monitoring results, the Company was late in sending ID content to HNX regarding the 2023 Semi-annual Financial Statements; the situation of 2023 Semi-annual bond interest and principal repayment; the 2023 Semi-annual audited Report on the Situation of Use of Funds from Bond Issuance; the 2023 Semi-annual Report on the Situation of Implementation of Issuing Enterprise Commitments to Bondholders; violating point a, Clause 1, Article 21 of Decree 153/2020/NĐ-CP and Clause 16, Article 1 of Decree 65/2022/NĐ-CP.

3. Conclusion

3.1. Conclusion on inspection contents

During the inspection period, the Company fulfilled its obligations as a public company regarding the inspection contents; however, there were still some violations and shortcomings stated in Section 2 of the Inspection Conclusion.

3.2. Responsibility

The Company, General Director, leaders, and employees of relevant departments are responsible for the violations regarding the information disclosure obligations of the public company (ID not on time according to legal regulations and ID not full content...)