CIRCULAR

Provisions on corporate governance apply to public companies.

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Based on the Government Organization Law No. 32/2001/QH10 dated December 25, 2001;

Pursuant to Law on Enterprises No. 60/2005/QH11 dated November 29, 2005;

BASED ON THE SECURITIES LAW NUMBER 70/2006/QH11 OF JUNE 29, 2006;

BASED ON THE LAW AMENDING AND COMPLEMENTING CERTAIN PROVISIONS OF THE SECURITIES LAW NUMBER 62/2010/QH12 OF NOVEMBER 24, 2010;

Based on Decree No. 102/2010/NĐ-CP dated October 1, 2010 of the Government guiding detailed implementation of certain provisions of the Enterprise Law;

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008, of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

Considering the proposal of the Chairman of the State Securities Commission, the Minister of Finance issues this Circular providing for corporate governance applicable to public companies as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular provides for corporate governance applicable to public companies.

Article 2. Explanation of terms

In this Circular, the following terms are understood as follows:

1. Related parties are individuals or organizations defined in Clause 34, Article 6 of the Securities Law.

2. Non-executive board member is a board member who is not the General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), Chief Accountant, or other management personnel appointed by the Board of Directors.

3. Independent board member is a board member meeting the following conditions:

- Being a non-executive board member and not being related to the General Director (Chairman of the Board), Deputy General Director (Deputy Chairman of the Board), Chief Accountant, or other management personnel appointed by the Board of Directors;

- Not being a board member, General Director (Chairman of the Board), or Deputy General Director (Deputy Chairman of the Board) of subsidiaries, associated companies, or companies under the control of the public company;

- Not being a major shareholder or representative of a major shareholder or related party of a major shareholder of the company;

- Not working at organizations providing legal advisory services or auditing services for the company in the two (02) most recent years;

- Not being a partner or related party of a partner whose annual transaction value with the company accounts for thirty percent (30%) or more of the company's total revenue or total value of goods and services purchased by the company in the two (02) most recent years.

Chapter II

SHAREHOLDERS AND SHAREHOLDERS' MEETING

Article 3. Rights and Obligations of Shareholders

1. Shareholders have all rights and obligations as prescribed by the Enterprise Law, relevant legal documents, and the Company Charter, particularly:

a) The right to freely transfer fully paid-up shares recorded in the company's shareholder register, except in cases where share transfers are restricted according to law, the Company Charter, and decisions of the General Meeting of Shareholders;

b) The right to fair treatment. Each share of the same class confers equal rights, obligations, and benefits to shareholders. In cases where the company has preferred shares, the rights and obligations attached to preferred shares must be fully disclosed to shareholders and approved by the General Meeting of Shareholders;

c) The right to receive periodic and extraordinary information about the company's operations;

d) The right and responsibility to participate in General Meeting of Shareholders meetings and exercise voting rights directly or through authorized representatives or remote voting;

đ) The right to preemptive purchase of newly issued shares corresponding to their ownership percentage in the company.

2. Shareholders have the right to protect their legitimate interests. In cases where decisions of the General Meeting of Shareholders or decisions of the Board of Directors violate the law or infringe upon basic shareholder rights as stipulated by law, shareholders have the right to request cancellation of such decisions according to the procedures and formalities prescribed by law. In cases where decisions violating the law cause damage to the company, the Board of Directors, Supervisory Board, and General Director (Chairman of the Board) must compensate the company according to their responsibilities. Shareholders have the right to demand compensation for losses according to the law.

Article 4. Responsibilities of Major Shareholders

1. Major shareholders shall not take advantage of their position to harm the rights and interests of the company and other shareholders.

2. Major shareholders have the obligation to disclose information as prescribed by law.

Article 5. Articles of Association of the Company

1. The Articles of Association of the company shall not contravene the provisions of the Enterprise Law and related legal documents.

2. Public companies shall refer to the model Articles of Association in the Appendix of this Circular when drafting their own Articles of Association.

Article 6. Annual General Meeting and Extraordinary General Meeting

1. Public companies must establish and publish on their corporate website regulations regarding the procedures and formalities for convening and voting at the General Meeting of Shareholders in accordance with the Enterprise Law, relevant legal documents, and the Articles of Association, including the following main contents:

a) Notification of the list of shareholders entitled to attend the General Meeting of Shareholders;

b) Notice of convening the General Meeting of Shareholders;

c) Method of registering to attend the General Meeting of Shareholders;

d) Voting method;

đ) Method of counting votes, for sensitive issues and if shareholders request, public companies must appoint an independent organization to collect and count votes;

e) Notification of vote counting results;

g) Method of opposing decisions of the General Meeting of Shareholders;

h) Recording the minutes of the General Meeting of Shareholders;

i) Announcing the decisions of the General Meeting of Shareholders to the public;

k) Other matters.

2. Public companies must strictly comply with all procedures and formalities for convening the General Meeting of Shareholders as prescribed by law, the Articles of Association, and internal regulations of the company. Public companies must announce information about the list of shareholders entitled to attend the General Meeting of Shareholders at least five (05) days before the cut-off date. Public companies shall not limit shareholders from attending the General Meeting of Shareholders, and must facilitate shareholders in exercising proxy representation to participate in the General Meeting of Shareholders or voting by mail upon request. Public companies must guide the procedures for proxy authorization and issue proxy forms for shareholders in accordance with the regulations.

3. The Board of Directors or the person convening the General Meeting of Shareholders shall arrange the agenda, venue, and time reasonably to discuss and vote on each issue during the meeting agenda.

4. Public companies must strive to apply modern information technology to the greatest extent possible to enable shareholders to participate in General Meetings of Shareholders effectively, including guiding shareholders to vote remotely and conducting online voting through the General Meeting of Shareholders.

5. Public companies must hold an annual General Meeting of Shareholders in accordance with the Enterprise Law every year. The annual General Meeting of Shareholders shall not be held in the form of soliciting shareholder opinions in writing.

6. Public companies shall stipulate in their Articles of Association or internal regulations the principles, content, procedures, and formalities for soliciting shareholder opinions in writing to approve decisions of the General Meeting of Shareholders. In cases where opinions are solicited in writing, public companies must ensure the full distribution and publication of documents and provide reasonable time for shareholders to review the documents before submitting ballots, similar to the case of holding a General Meeting of Shareholders.

Article 7. Report on the Activities of the Board of Directors at the Annual General Meeting of Shareholders hàng năm

The report on the activities of the Board of Directors submitted to the annual general meeting of shareholders must include at least the following contents:

- Evaluation of the company's operations during the fiscal year;

- Activities, remuneration, and operating costs of the Board of Directors and each individual member of the Board of Directors;

- Summary of meetings held by the Board of Directors and decisions made by the Board of Directors;

- Results of supervision over the Executive Director (General Director);

- Results of supervision over other management staff;

- Future plans.

Article 8. Report on the Activities of the Supervisory Board at the Annual General Meeting of Shareholders hàng năm

The report on the activities of the Supervisory Board submitted to the annual general meeting of shareholders must include at least the following contents:

- Activities, remuneration, and operating costs of the Supervisory Board and each individual member of the Supervisory Board;

- Summary of meetings held by the Supervisory Board and decisions made by the Supervisory Board;

- Results of supervision over the company's operations and finances;

- Results of supervision over members of the Board of Directors, the Executive Director (General Director), and other management staff;

- Report evaluating the cooperation between the Supervisory Board and the Board of Directors, the Executive Director (General Director), and shareholders.

Chapter III

BOARD OF DIRECTORS MEMBERS AND BOARD OF DIRECTORS

Article 9. Nomination and Candidacy for Board of Directors Members

1. Information related to candidates for the Board of Directors (in cases where candidates have been identified beforehand) shall be published at least seven (07) days before the date of convening the general meeting of shareholders on the company's electronic information website so that shareholders can learn about these candidates prior to voting. Information related to candidates for the Board of Directors must include at least the following:

- Full name, date of birth;

- Professional qualifications;

- Work experience;

- Names of companies where the candidate holds positions as a Board of Directors member and other managerial positions;

- Any interests related to the company (if applicable);

- Other relevant information (if applicable).

2. Candidates for the Board of Directors must provide a written commitment regarding the truthfulness, accuracy, and reasonableness of the personal information disclosed and must commit to performing their duties honestly if elected as a Board of Directors member.

3. Shareholders holding voting shares continuously for at least six (06) months up to the date of the shareholder list closure for the meeting have the right to combine their voting rights to nominate candidates for the Board of Directors. The nomination of Board of Directors candidates by shareholders who have combined their voting rights must comply with legal regulations and the Company's Articles of Association.

4. In cases where the number of candidates for the Board of Directors through nominations and candidacies still does not meet the required number, the Board of Directors may nominate additional candidates or organize nominations in accordance with the provisions of the Company's Articles of Association and internal regulations. The mechanism for the incumbent Board of Directors to nominate Board of Directors candidates must be clearly announced and approved by the general meeting of shareholders before proceeding with nominations..

5. Publicly traded companies shall specify and guide shareholders on how to vote for Board of Directors members using cumulative voting.

Article 10. Status of Board of Directors Members

1. Board of Directors members are individuals not falling under the categories prohibited from being Board of Directors members by law and the Company's Articles of Association. Board of Directors members may not necessarily be shareholders of the company.

2. Public companies need to limit Board of Directors members兼任公司管理机构中其他管理职务，以确保董事会的独立性。

3. The Chairman of the Board of Directors shall not concurrently hold the position of General Manager (Chief Executive Officer) unless such concurrent holding is annually approved at the Annual General Meeting of Shareholders.

Article 11. Composition of the Board of Directors

1. The number of Board of Directors members shall be no less than three (03) and no more than eleven (11) persons. The composition of the Board of Directors must ensure a balance among members with knowledge and experience in law, finance, and the company's business activities.

2. The composition of Board of Directors members must ensure a balance between executive and non-executive members, with at least one-third (1/3) of the total number of Board of Directors members being non-executive directors.

3. In the event that a member loses their status as a Board of Directors member according to the provisions of law and the Company's Articles of Association, is dismissed, relieved of duty, or for some reason cannot continue to serve as a Board of Directors member, the Board of Directors may appoint another person temporarily as a Board of Directors member in accordance with the Company's Articles of Association. The election of a new Board of Directors member to replace them must be carried out at the nearest General Meeting of Shareholders.

Article 12. Rights of Board of Directors Members

Board of Directors members have all rights as stipulated by the Enterprise Law, related legal documents, and the Company's Articles of Association, particularly the right to be provided with information and documents regarding the company's financial situation and business operations and those of its units.

Article 13. Responsibilities and Obligations of Board of Directors Members

1. Board of Directors members must fully comply with responsibilities and obligations as prescribed by the Enterprise Law and related legal documents.

2. Board of Directors members have the responsibility to perform their tasks honestly and carefully for the highest benefit of shareholders and the company.

3. Board of Directors members have the responsibility to attend all meetings of the Board of Directors and clearly express their opinions on issues discussed.

4. Board of Directors members have the responsibility to disclose to the company any remuneration they receive from subsidiaries, associated companies, and other organizations where they represent the company's equity interest.

5. When conducting share transactions of the company, Board of Directors members and related parties must report to the State Securities Commission and publicly disclose information about such transactions as required by law.

6. Public companies may purchase liability insurance for Board of Directors members upon approval by the General Meeting of Shareholders. Such insurance does not cover liabilities of Board of Directors members related to violations of law and the Company's Articles of Association.

Article 14. Responsibilities and Obligations of the Board of Directors

1. The Board of Directors must fully comply with its responsibilities and obligations as prescribed by the Enterprise Law and related legal documents.

2. The Board of Directors is responsible to shareholders for the company's operations.

3. The Board of Directors is responsible for ensuring that the company's activities comply with legal regulations, the Articles of Association, and internal company rules, treating all shareholders equally and respecting the interests of those related to the company.

4. The Board of Directors establishes regulations on procedures and processes for nominating, running for election, electing, appointing, and dismissing Board of Directors members, including the following main contents:

a) Procedures and processes for nominating, running for election, electing, appointing, and dismissing Board of Directors members:

- Criteria for Board of Directors members;

- Methods for nominating individuals and running for election to the position of Board of Directors member by shareholders or groups of shareholders in accordance with the law and the company's Articles of Association;

- Methods for electing Board of Directors members;

- Situations for appointing or dismissing Board of Directors members;

- Announcements regarding the election, appointment, and dismissal of Board of Directors members.

b) Procedures and processes for convening Board of Directors meetings:

- Notices for Board of Directors meetings (including meeting agendas, times, locations, relevant documents, and ballots for Board of Directors members who cannot attend);

- Conditions for convening Board of Directors meetings;

- Voting methods;

- Approving Board of Directors resolutions;

- Recording minutes of Board of Directors meetings;

- Announcing Board of Directors resolutions.

5. The Board of Directors establishes regulations on procedures and processes for selecting, appointing, and dismissing senior management personnel and coordinating activities between the Board of Directors and the Audit Committee and General Director (Chief Executive Officer), including the following main contents:

a) Procedures and processes for selecting, appointing, and dismissing senior management personnel:

- Standards for selecting senior management personnel;

- Appointing senior management personnel;

- Signing labor contracts with senior management personnel;

- Situations for dismissing senior management personnel;

- Announcements regarding the appointment and dismissal of senior management personnel.

b) Processes and procedures for coordinating activities between the Board of Directors, the Audit Committee, and the General Director (Chief Executive Officer):

- Procedures and processes for convening, notifying, recording minutes, and announcing results of meetings between the Board of Directors, the Audit Committee, and the General Director (Chief Executive Officer);

- Announcing Board of Directors resolutions to the Audit Committee and the General Director (Chief Executive Officer);

- Situations where the General Director (Chief Executive Officer) and the Audit Committee request a Board of Directors meeting and issues requiring Board of Directors approval;

- Reports from the General Director (Chief Executive Officer) to the Board of Directors on the performance of assigned tasks and powers;

- Reviewing the implementation of Board of Directors resolutions and other delegated matters by the General Director (Chief Executive Officer);

- Issues that the General Director (Chief Executive Officer) must report, provide information on, and methods for notifying the Board of Directors and the Audit Committee;

- Coordinating supervisory, operational, and monitoring activities among Board of Directors members, Audit Committee members, and the General Director (Chief Executive Officer) according to their specific tasks.

6. The Board of Directors has the responsibility to establish mechanisms for evaluating activities, rewarding, and disciplining Board of Directors members, the General Director (Chief Executive Officer), and other management personnel.

7. The Board of Directors has the responsibility to report on the Board of Directors' activities at the Shareholders' Meeting in accordance with Article 7 of this Circular.

Article 15. Meeting of the Board of Directors

1. The Board of Directors shall convene meetings in accordance with the procedures stipulated in the Articles of Association and internal regulations of the company. The organization of Board of Directors meetings, meeting agendas, and related documents must be notified to Board members in advance, in compliance with the timeframes prescribed by law and the company's Articles of Association.

2. Minutes of the Board of Directors meetings must be detailed and clear. Secretaries and Board members participating in the session must sign the meeting minutes. The minutes of the Board of Directors meetings must be retained in accordance with the provisions of law and the company's Articles of Association.

Article 16. Remuneration of the Board of Directors

1. The remuneration of the Board of Directors is approved annually by the General Shareholders' Meeting and published in accordance with the prescribed regulations.

2. In cases where Board members concurrently hold positions within the management structure of the company and its subsidiaries, the published remuneration must include salaries and bonuses tied to managerial positions and other remunerations.

3. Detailed information on remuneration, other benefits, and expenses paid by the company to each Board member must be disclosed in the company's Annual Report.

Chapter IV

MEMBERS OF THE AUDIT BOARD AND AUDIT COMMITTEE

Article 17. Nomination and Election of Audit Committee Members

Unless otherwise provided for in the company's Articles of Association, the nomination and election of Audit Committee members shall be conducted similarly to the nomination and election of Board of Directors members as specified in Clauses 1, 2, 3, and 5 of Article 9 of this Circular.

If the number of candidates nominated and elected for the Audit Committee does not meet the required number, the incumbent Audit Committee may nominate additional candidates or organize nominations according to the mechanism stipulated in the company's Articles of Association. The nomination mechanism of the incumbent Audit Committee must be clearly announced and approved by the General Shareholders' Meeting before the nomination process begins.

Article 18. Qualifications of Audit Committee Members

1. Audit Committee members must not be individuals prohibited from serving as such by law and the company's Articles of Association. They must possess professional qualifications and experience. Audit Committee members need not be shareholders of the company.

2. Audit Committee members must not be part of the company's accounting or finance department and must not be employees or members of independent auditing firms currently auditing the company's financial reports.

Article 19. Composition of the Audit Committee

1. The Audit Committee shall consist of at least three (03) and up to five (05) members. At least one member of the Audit Committee must be an accountant or auditor.

2. The Chairperson of the Audit Committee must have expertise in accounting.

Article 20. Access to Information for Audit Committee Members

1. Audit Committee members have the right to access all information and documents related to the company's operations. Board of Directors members, the Managing Director (General Manager), and other management staff are responsible for providing information upon request by Audit Committee members.

2. Public companies shall establish mechanisms to support Audit Committee members in performing their duties effectively in accordance with legal provisions and the company's Articles of Association.

Article 21. Responsibilities and Duties of the Supervisory Board

1. The Supervisory Board shall be responsible to the shareholders of the company for its supervisory activities. The Supervisory Board has the responsibility to monitor the financial situation of the company, the legality of the activities of members of the Management Board, the General Director (Chairman), other management staff, the coordination of activities between the Supervisory Board and the Management Board, the General Director (Chairman), and shareholders, and other tasks as prescribed by law and the Company's Articles of Association, with the aim of protecting the legitimate rights and interests of the company and shareholders.

2. The Supervisory Board must convene at least two (02) meetings per year, with at least two-thirds (2/3) of the members attending each meeting. The minutes of the Supervisory Board meetings must be detailed and clear. The Secretary and members of the Supervisory Board who attend the meetings must sign their names on the minutes of the meetings. The minutes of the Supervisory Board meetings must be kept to determine the responsibilities of each member of the Supervisory Board.

3. In the meetings of the Supervisory Board, the Supervisory Board has the right to request members of the Management Board, the General Director (Chairman), internal auditors (if any), and independent auditors to attend and answer questions that the members of the Supervisory Board are concerned about.

4. In cases where the Supervisory Board discovers violations of laws or breaches of the Company's Articles of Association by members of the Management Board, the General Director (Chairman), and other management staff, the Supervisory Board must notify the Management Board in writing within forty-eight (48) hours, requesting the person committing the violation to cease the violation and take measures to remedy the consequences. After seven (07) days from the date of issuance of the aforementioned notification, if the person committing the violation does not cease the violation and take measures to remedy the consequences, the Supervisory Board has the responsibility to report directly to the State Securities Commission about this matter.

5. The Supervisory Board has the right to select and propose to the Shareholders' Meeting to approve the appointment of an independent auditing organization to audit the financial reports of the public company.

6. The Supervisory Board shall be responsible for reporting to the Shareholders' Meeting as stipulated in Article 8 of this Circular.

Article 22. Remuneration of the Supervisory Board

Annually, members of the Supervisory Board shall receive remuneration for performing the duties of the Supervisory Board. The remuneration for members of the Supervisory Board shall be approved by the Shareholders' Meeting. The total amount of remuneration, other benefits, and expenses paid to each member of the Supervisory Board shall be disclosed in the Company's Annual Report and provided to shareholders.

Chapter V

PREVENTING CONFLICTS OF INTEREST

Article 23. Duty of Honesty and Avoidance of Conflicts of Interest for Members of the Management Board, Supervisory Board, General Director (Chairman), and Other Management Staff

1. Members of the Management Board, members of the Supervisory Board, the General Director (Chairman), and other management staff must disclose related interests in accordance with the Law on Enterprises and relevant legal documents.

2. Members of the Management Board, members of the Supervisory Board, the General Director (Chairman), and other management staff, and persons related to these members may not use business opportunities that could benefit the company for personal purposes; they may not use information obtained through their positions for personal gain or to serve the interests of organizations or individuals.

3. Members of the Management Board, members of the Supervisory Board, the General Director (Chairman), and other management staff have the obligation to inform the Management Board of transactions between the company, subsidiaries, companies under the control of the public company, and themselves or persons related to them, as prescribed by law. The public company must disclose information about resolutions of the Shareholders' Meeting or the Management Board approving such transactions on the company's electronic website within twenty-four (24) hours and report to the State Securities Commission.

4. The company may not provide loans or guarantees to members of the Management Board, members of the Supervisory Board, the General Director (Chairman), other management staff, and persons related to these members, except when the Shareholders' Meeting decides otherwise.

5. Members of the Management Board may not vote on transactions in which they or persons related to them participate, including transactions where the material or immaterial interests of the member of the Management Board have not been determined. Such transactions must be disclosed in the Company's Annual Report.

6. Members of the Management Board, members of the Supervisory Board, the General Director (Chairman), other management staff, and persons related to these members may not use unauthorized information of the company or disclose it to others to conduct related transactions.

Article 24. Transactions with Related Parties

1. When conducting transactions with related parties, public companies must enter into written contracts on the principle of equality and voluntariness. The contents of the contracts must be clear and specific and information must be disclosed to shareholders upon request.

2. Public companies shall take necessary measures to prevent related parties from interfering in the company's operations and causing harm to the company's interests through controlling the company's purchasing and selling channels or manipulating prices.

3. Public companies shall take necessary measures to prevent shareholders and related parties from engaging in transactions that result in the loss of capital, assets, or other resources of the company. Public companies shall not provide loans or guarantees to shareholders and related parties.

Article 25. Ensuring the Legal Rights of Interested Parties Related to the Company

1. Public companies must respect the legitimate rights and interests of interested parties related to the company, including banks, creditors, employees, consumers, suppliers, communities, and other interested parties.

2. Public companies need to actively cooperate with interested parties related to the company through:

a) Providing necessary information to banks and creditors to help them assess the company's operational and financial situation and make decisions;

b) Encouraging them to provide opinions on the company's business operations, financial situation, and important decisions affecting their interests through direct contact with the Board of Directors, Supervisory Board, and Managing Director (General Director).

3. Public companies must comply with labor laws, environmental regulations, and responsible business practices for the community and society.

Chapter VI

REPORTING AND DISCLOSURE OF INFORMATION

Article 26. Obligation to Disclose Information

1. Public companies have the obligation to disclose complete, accurate, and timely periodic and extraordinary information about the company's production and business operations, financial status, and corporate governance to shareholders and the public. The information and methods of disclosure are carried out in accordance with the law and the Company Charter. Additionally, public companies must disclose complete, accurate, and timely information if such information has the potential to affect the price of securities and influence the decisions of shareholders and investors.

2. Information disclosure must be conducted through methods ensuring that shareholders and investing public can access it fairly. The language used in disclosures must be clear, understandable, and avoid misleading shareholders and the investing public.

Article 27. Disclosure of Corporate Governance Information

1. Public companies must disclose information about corporate governance at annual General Shareholders' Meetings and in the company's Annual Reports in accordance with the Securities Law and the Securities Market Law.

2. Public companies have the obligation to report semi-annually and disclose information about corporate governance in accordance with the Securities Law and the Securities Market Law.

Article 28. Responsibilities for Reporting and Disclosing Information of Board Members, Supervisory Board Members, and Managing Director (General Director)

In addition to the responsibilities stipulated in Article 23 of this Circular, Board members, Supervisory Board members, Managing Director (General Director) shall have the responsibility to report and disclose information regarding transactions in the following cases:

1. Transactions between the company and companies where the aforementioned members are founding members or Board members, Managing Director (General Director) within the last three (03) years.

2. Transactions between the company and companies in which related parties of the aforementioned members are Board members, Managing Director (General Director) or major shareholders.

3. Transactions that may provide material or immaterial benefits to the aforementioned members.

Chapter VII

LARGE PUBLIC COMPANIES AND LISTED COMPANIES

Article 29. Corporate Governance for Large Public Companies and Listed Companies

1. Companies that do not meet the criteria of being large public companies and are not listed companies are not required to apply the provisions of this Chapter.

2. Public companies must report to the State Securities Commission on becoming a large public company and disclose information as prescribed.

3. Large public companies must have specific plans to implement the provisions of this Chapter. Large public companies must comply fully with the provisions of this Chapter within a period not exceeding one (01) year from the date of becoming a large public company.

Article 30. Board Members

1. Large public companies and listed companies must have at least five (05) Board members and a maximum of eleven (11) Board members.

2. The composition of Board members must ensure a balance between members holding executive positions and independent members, with at least one-third (1/3) of the total number of Board members being independent members.

3. A Board member of a company may not concurrently be a Board member of more than five (05) other companies, except in the case of being a Board member of companies within the same corporate group or companies operating as a group of companies, including parent-subsidiary companies, economic groups, or as a representative of a fund management company, securities investment company.

Article 31. Internal Rules on Corporate Governance

1. The Board of Directors is responsible for drafting and promulgating internal rules on corporate governance. Internal rules on corporate governance must not contravene existing principles and regulations on corporate governance. Internal rules are published on the company's electronic information website. Internal rules on corporate governance include the following main contents:

a) Procedures and formalities for convening and voting at the General Shareholders' Meeting;

b) Procedures and formalities for nominating, running for election, electing, appointing, and dismissing Board members;

c) Procedures and formalities for convening Board meetings;

d) Procedures and formalities for selecting, appointing, and dismissing managerial staff;

e) Procedures and formalities for coordinating activities between the Board of Directors, Supervisory Board, and Managing Director (General Director);

f) Regulations on annual performance evaluation, rewards, and disciplinary actions for Board members, Supervisory Board members, Managing Director (General Director), and other managerial staff;

g) Procedures and formalities for establishing and operating sub-committees under the Board of Directors.

Article 32. Subcommittees of the Board of Directors

1. The Board of Directors shall establish subcommittees to support its operations, including the development policy subcommittee, the human resources subcommittee, the compensation subcommittee, and other special subcommittees as decided by the Shareholders' Meeting.

2. The human resources subcommittee and the compensation subcommittee must have at least one (01) independent board member as head.

3. The Board of Directors shall specify in detail the establishment, responsibilities of the subcommittees, and the responsibilities of each member.

4. In cases where companies do not establish subcommittees, the Board of Directors shall appoint independent board members to oversee specific issues such as compensation and human resources separately.

Article 33. Company Secretary

1. To ensure effective corporate governance activities, the Board of Directors must designate at least one (01) person as the Company Secretary. The Company Secretary must be knowledgeable about the law. The Company Secretary may not concurrently work for an auditing firm that audits the company's financial reports.

2. The roles and duties of the Company Secretary include:

- Preparing meetings of the Board of Directors, Supervisory Board, and Shareholders' Meeting upon request from the Board of Directors or the Supervisory Board;

- Advising on meeting procedures;

- Attending meetings;

- Ensuring that Board of Directors resolutions comply with the law;

- Providing financial information, copies of Board of Directors meeting minutes, and other relevant information to Board of Directors and Supervisory Board members.

3. The Company Secretary has the responsibility to maintain confidentiality of information in accordance with legal provisions and the Company Charter.

Article 34. Corporate Governance Training

Members of the Board of Directors, members of the Supervisory Board, Managing Director (General Manager), and the Company Secretary of public companies must participate in corporate governance training programs at recognized training institutions by the State Securities Commission.

Article 35. Attendance of Independent Auditors at Annual General Meetings

An independent auditor or representative of the auditing firm must be invited to attend the annual general meeting to express opinions at the meeting regarding issues related to the annual financial report when the audit report contains significant exceptions.

Chapter VIII

SUPERVISION AND VIOLATION HANDLING

Article 36. Monitoring and Supervision

Public companies, organizations, and individuals related to them must be subject to corporate governance oversight by the State Securities Commission and other competent authorities as prescribed by law.

Article 37. Handling of Violations

Public companies, organizations, and individuals related to them who violate or fail to implement the provisions of this Circular shall be subject to administrative penalties or criminal liability as provided by law depending on the nature and severity of the violation.

Chapter IX

IMPLEMENTATION

Article 38. Organization of implementation

1. This Circular takes effect from September 17, 2012, and replaces Decision No. 12/2007/QD-BTC dated March 13, 2007, of the Minister of Finance on the issuance of Corporate Governance Regulations applicable to listed companies on the Stock Exchange/Securities Trading Center, and Decision No. 15/2007/QD-BTC dated March 19, 2007, of the Minister of Finance on the issuance of Model Bylaws applicable to listed companies on the Stock Exchange/Securities Trading Center. Specifically, the provisions of Articles 5, 6, 10, 11, 16, 17, 18, 19, 30, 31, 32, and 35 will be applied from the 2013 annual general meeting.

2. The State Securities Commission, Stock Exchanges, public companies, and related organizations and individuals are responsible for implementing this Circular./.