Issue No 1: Institutional shareholders-Protection mechanisms for minority shareholders: Summary of incidents: _ Major bank holds 10% captial share

_Bank and others intitutional sharesholders would like to selling their shares on stockmarket to maximize their return. _ Actively buying shares by excutive directors. Proposal Solution: Guidelines and recommendations: IFSA Bluebook:

OCED Principles of corporate governance:

Circular 09-2010: Disclose of information on securities market:

Decision 12-2007: Ministry of Finance. Article 5. Other issues relating to principal shareholders

1. The companys BOD should establish a regular communication mechanism with the principal shareholders. 2. The principal shareholders should not to take advantage of their roles to cause losses and damages to the rights and interest of the company as well as that of the other shareholders.

OECD Principles Corporate Governance : The rights of shareholders and key ownership function.

Instituitional shareholders must fully disclose their intention regard selling their shares after Tran Phis IPO. Moreover, excutive director must fully compliance with Corporation Act 2001 (sect. 180-184, and 1042-Inside trading) while fully disclose to the public about his/her action (actively buy-in company shares). The main reason for all the prosposal recommendations is to protect rights of other shareholders( minority shareholders), maintain corporate transparency and compliance with Corporation Act 2001 about inside trading (Australia Corporation Act 2001- Section 1042).

Issue No. 2: Communication between Excutive teams BOD, disclose of information to shareholders & investors: Summary of incidents: _No real communication between the board and excutive team _Limited access to company informtion and General Shareholders Meeting just held once a year.

Tran Phis Charter: BOD should conduct regular meetings every quarter. Ad hoc (extraordinary) meeting is held upon request. Shareholders have right to access companys financial statements via written request According to the model charter, the company should published its financial statements in the company so that all the current shareholders, interested investments able to access the information easily and conviniently. ASX principles on corporate governance

Issue No. 3: Business Performance & financial intergrity _ Fashion line annual lost 1 Mil. USD _ Catering services (cofee shops & restaurants) annual lost 3 Mil. USD _ Profit after taxes only 100,000 USD while revenue is 77 Mil. USD BOD should establish an clear procedure to measure performance which can be use as an benchmark to evalute performance of excutive teams. This procedure should widely available to shareholders and serve as benchmark for re-election of CEO & excutive team. ASX Principles on Corporate Governance.

IFSA Blue Book Paragraph 11:11

BOD should establish an clear procedure to measure performance which can be use as an benchmark to evalute performance of excutive teams. This procedure should widely available to shareholders and serve as benchmark for re-election of CEO & excutive team. Moreover, the BOD should appoint an external auditor to audit financial statements of the company since there are suspicious when total reveune is 77 Mil USD while profit after taxes only 100,000 USD ???

Issue No. 4: Composition of the board, Appointment Sub-committee IFSA Blue Book

ASX Principles on Corporate Governance.

OECD Principles Corporate Governance VI: Responsibilities of the Board

IFSAs Bluebook Paraphraph 11:8

ASX Corporation Governance

Solutions: _ Discharge both CEO/Chair of the Board. _ Appoint 3 independence directors who has experiences in related industry. _ Appoint Audit committee / nomination Committee.

Issue No. 6: HOSE Listing rules ASX listing rules: Vietnam listing rules:

ASX Listing rules: