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Official Letter to Shareholders – EN

Date: Dec 29th, 2022

19 December 2022

Dear valued shareholders,

Re: Information on enterprise management violations by VCCORP Corporation (“VCC”).

We are IDG Shareholders under the Joint Venture Agreement dated 30 April 2012 (“JVA”) to which VCC are parties and current shareholders holding 27.39% of the ordinary shares of VCC. We have identified serious violations committed by the current management team which has damaged the company value, and deprived shareholders from our rightful benefits and owner rights. We are seeking your help to quickly fix the nonfunctional corporate governance at VCC and restore a transparent corporate structure that maximizes shareholder values and protects the hardworking employees at VCC.

1. VCC has suffered substantial economic and reputational damages
   • Current management team continues to invest in loss making businesses.

According to VCC’s press release on 20 August 2019^[1] Mr. Tan said that VCC invested 1.200 billion VND into Lotus. According to VCC’s audited report the company owned 50% of Lotus’s parent company and contributed 131 billion VND charter capital. Lotus is a totally failure now, and we do not know how much VCC has lost in this venture.

A clear example for this continuous loss making trend is the Bizfly unit. The current management team continues to invest into Bizfly, which has been losing money since launch, Bizfly is losing at least USD 1 million/ year, according to management numbers, and we have not received any business plan with a clear direction how and when this business can turn profitable.

Online game is losing money now, and losing its market shares to competitor. In 2018, Sohagame was number 2, just behind VNG among top 10 publishers with the largest number of servers opened. Also in 2018, SohaGame was number 1 among top 10 mobile game publishers in Vietnam, in 2022, Sohagame is no longer in top 10. We again have not been reported on any strategic plan to fix the game unit, despite this operation takes a sizable resource from the company.

• VCC violates multiple undertakings whilst disposing off its subsidiaries

In 2020, VCC sold its payment Wepay unit for over USD 11 million. Online payment is critical for game operation and fintech has been a promising trend in Vietnam and globally, but VCC’s decision to divest has not been consulted with BOD. The sale had not been approved by shareholders. We also have not been consulted on the usage of the sale proceed.

The current management team has blocked the Board discussion on any plan for IPO or dividend for shareholders, despite the cash pile in VCC has reached USD 30 million recently. We have not been reported on any strategic use of such capital for company’s future growth.

• VCC has signs of being mishandled and misused of corporate funds

From 2021 to 2022, the company has accumulated a large sum of cash as a resulted from the payment unit sale and increase profitability. The company has made no big capex, at the same time the cash on VCC’s balance sheet has been gradually reduced from USD 30.2 million (Financial statement dated 31/12/2021) down to USD 25.4 million (30/06/2022). We have addressed this question to the management team, but have received no answers.

Mr. Tan and Mr. Thang has increased their compensation by 2.9x from VND 4.9 billion in 2017 to VND 14.2 billion in 2020, over 5 years their combined compensation was VND 48.7 billion. We have no record of the Board’s decision on these major changes.

In 2018, Mr. Thang and Mr. Tan gave themselves cash loan from the company for a total of VND 13,2 billion of which VND 12.5 billion has 3 year term and 0% interest and VND 688 million has 1 year term and 9% interest. There is no board’s decision record on these loan approvals.

More damaging to shareholders, the company record showed Mr. Thang and Mr. Tan issued themselves more than 1,251,243 shares which accounts for over 15.83% stake in VCC at the expenses of other shareholders. Based upon the latest offer from one buyer in 2022, these shares worth the north of USD 12 million. We have received no record of this shares awarded nor the share issuance from the management team despite IDG’s repeated requests. VCC management with Mr. Thang as Chairman of the Board, has issued new shares to outside investors without proper procedures from current shareholders. We afraid our stake will continue to be diluted in the future if we do nothing.

The personal loan scheme has also been extended to other employees without any approval from the Board. Company record shows that the current Head of Supervisory Board has a loan from the company worths VND 2,5 billion This clearly shows a violation of company charter as well as Enterprise laws of Vietnam, and hinders the Supervisory Board transparency.

2. VCC needs serious improvement in corporate governance to stop the mismanagement and self-pocketing by top officials at the expense of the company, its employees and shareholders.
   • VCC Board of Directors do not have the required number of Directors:

The current BOM has 04 seats, IDG has 2 and the others are Mr. Thang and Mr. Tan. With Mr. Thang as Chairman and Mr. Tan as CEO, effectively Mr. Thang and Mr. Tan have been able to disfunction the BOM, and have absolute control of VCC. We have seen again and again the result of this level of power at a tech company, which always leads to damage to shareholders’ value like Wework, FTX…

Pursuant to Article 15.2 of VCC Charter dated 8 February 2018 (“Charter”), VCC Board of Directors (“BOD”) shall constitute of six members. Meanswhile, current BOD only constitute of four members namely Mr. Vuong Vu Thang, Mr. Nguyen The Tan, Mr. Tran Viet Duc and Mr. Dinh Toan Thang. In addition, the term of Mr. Vuong Vu Thang and Mr. Nguyen The Tan has exceeded 5 years, up to now, Mr. Vuong Vu Thang and Mr. Nguyen The Tan have not been reappointed by the General Meeting of Shareholders (“GMS”) appointed as a member of the BOD for the term 2021-2026.

• VCC does not have a lawful Inspection Committee:

Pursuant to Article 169 of the Law on Enterprise 2020, and Article 17.1 of the Charter, VCC must form an independent Inspection Committee consisting of individuals other than VCC employees. The current Inspection Committee constitutes of VCC’s own employees including Ms. Nguyen Bich Minh, Mr. Dang Ngoc Long and Mr. Pham Le Tuan who are employees of VCC and this violates the Charter and the Enterprise Law.

The current head of the Supervisory Board, Ms. Nguyen Bich Minh has been granted a personal loan by Mr. Thang and Mr. Tan, she is clearly cannot perform her duties.

• VCC management prevents involvements from shareholders’ level:

Since 2018, and especially in 2021 and 2022, IDG has repeatedly engaged in constructive discussion with Mr. Thang and Mr. Tan to improve VCC’s corporate governance, and develop clear effective business strategies for VCC to grow. However, we have received only rejection and silence from the management team.

2020. Mr Vuong Vu Thang and Mr Nguyen The Tan delayed and prevented shareholders to information access such as GMS meeting minutes, despite multiple requests from IDG which are shareholders enshrined rights under Article 114 Law on Enterprise 2014 and Article 115 Law on Enterprise 2020.
2021. Mr Vuong Vu Thang and Mr Nguyen The Tan does not conduct periodic GMS from 2018 to November 2022 which violates Article 14.2 of the Charter and Article 136 Law on Enterprise 2014 and Article 139 Law on Enterprise 2020.
2022. Mr Vuong Vu Thang and Mr Nguyen The Tan used invalid absentee ballots and unlawful vote counting methods to pass resolutions to issue individual shares to Mr Vuong Vu Thang in violation of Article 145 Law on Enterprise 2014.
2023. Mr Vuong Vu Thang and Mr Nguyen The Tan granted loans of more than USD 50,000 to employees of VCC (including Mr. Thang and Mr. Tan) without any approval of the GMS which is against Article 14.5.b.(ix) of the Charter.
2024. Mr Vuong Vu Thang and Mr Nguyen The Tan refused and delayed IDG shareholders converting its redeemable referential shares class A into ordinary shares as stipulated in the Charter and JVA despite multiple requests. Although the shares were ultimately converted, the substantial delays have caused economic damages to IDG Shareholders as shareholders of VCC and demonstrated a gross neglect to shareholders rights by VCC managers.

3. IDG calls to action amongst shareholders

3.1. We, hereby, hope that shareholders shall jointly support and take responsibility for perfecting the management structure of VCC, including:

1. forming a legally valid BOD and Inspection Committee to eliminate any conflicts of interests which exists in the management levels of VCC and improve the BOD to be in line with international standards;
2. hiring an independent Auditor to perform compliance due diligence to review expenses, loans, debts and investments from 2015-2022 to assess the effectiveness of investment and cost management.
3. calling the extraordinary GMS by 31 December 2022 to resolve all violations as mentioned above.

3.2. As the largest shareholder of VCC, IDG is responsible for preventing violations in the management and administration of VCC management. Currently, we are conducting procedures to sue VCC leaders and individuals who are complicit in committing the above-mentioned violations in the Vietnamese court and at the Singapore International Arbitration Center. We would like to inform you that if you feel that your rights are being violated, please contact us.

3.3. We specifically point to shareholders with rights to nominate candidates to Board of Directors and hold exclusive right to assess confidential information of VCC but refuse to exercise such rights be for any reasons. We believe that non-action is deemed to be a violation of their contractual undertakings, an illustration of their lack of amiability, cooperation, and point to their sole concerns of their interests. In certain jurisdictions, shareholders using such exclusive rights for their sole commercial gain may owe fiduciary duty towards other less entitled shareholder and thus such action may expose them to legal and ethical liabilities.

3.4. We inform you so that you can be aware of the current loose enterprise management for further actions.

3.5. We have sent official letters to shareholders at the address recorded in the information section of the Register of Shareholders of VCCORP Joint Stock Company dated June 30, 2018. However, the information so far has not been updated, so some IDG official letters sent to shareholders have been returned. For this reason, we are required to update the above information through the mass media as a way to inform and contact shareholders.

Kind regards,