Compliance & Regulatory Framework

Effective Date: January 12, 2025
Last Updated: January 12, 2025
Version: 1.0

Our Commitment

Chinh Phong Group is committed to conducting business with the highest standards of integrity, transparency, and regulatory compliance. We operate in accordance with applicable laws, regulations, and industry best practices across all jurisdictions where we invest and operate.

Regulatory Oversight

Vietnamese Regulations

As a Vietnam-based investment firm, we comply with:

• Securities Law of Vietnam (2019): Governs our securities transactions and investments
• Investment Law (2020): Regulates foreign and domestic investment activities
• Enterprise Law (2020): Governs our corporate structure and operations
• Law on Anti-Money Laundering (2022): Ensures compliance with AML/CFT requirements
• Personal Data Protection Decree (Decree 13/2023/NĐ-CP): Governs data privacy and protection

Regulatory Authorities

We maintain relationships with and report to:

• State Securities Commission of Vietnam (SSC): Securities and capital markets oversight
• State Bank of Vietnam (SBV): Financial services and anti-money laundering
• Ministry of Planning and Investment (MPI): Investment project approvals and monitoring
• Ministry of Finance (MOF): Tax and financial compliance

International Standards

We align our practices with international frameworks:

• International Financial Reporting Standards (IFRS): Financial reporting and disclosure
• OECD Guidelines for Multinational Enterprises: Responsible business conduct
• UN Principles for Responsible Investment (PRI): ESG integration in investment decisions
• Financial Action Task Force (FATF) Recommendations: Anti-money laundering and counter-terrorism financing

Anti-Money Laundering (AML) & Counter-Terrorism Financing (CTF)

Policy Framework

We maintain comprehensive AML/CTF policies to prevent:

• Money laundering and illicit financial flows
• Terrorist financing and sanctioned activities
• Corruption, bribery, and fraudulent transactions
• Market manipulation and insider trading

Know Your Customer (KYC)

We conduct thorough due diligence on:

Investors and Partners:

• Identity verification and beneficial ownership identification
• Source of funds and wealth verification
• PEP (Politically Exposed Persons) screening
• Sanctions and watchlist checks
• Ongoing monitoring and periodic reviews

Portfolio Companies:

• Corporate structure and ownership verification
• Business model and revenue source validation
• Regulatory compliance and licensing checks
• Reputational risk assessments

Transaction Monitoring

We monitor all transactions for:

• Unusual patterns or suspicious activities
• Large or complex transactions requiring enhanced scrutiny
• Cross-border transfers and currency exchanges
• High-risk jurisdictions or counterparties

Reporting Obligations

We file required reports with:

• State Bank of Vietnam: Suspicious transaction reports (STRs)
• Anti-Money Laundering Department: Large transaction reports
• Relevant authorities: As required by law

Sanctions Compliance

Screening Programs

We screen all parties against:

• UN Security Council Sanctions Lists: Global sanctions and embargoes
• US OFAC (Office of Foreign Assets Control): US sanctions programs
• EU Sanctions Lists: European Union restrictive measures
• Vietnamese Government Sanctions: Domestic restrictions

Prohibited Activities

We do not engage with:

• Sanctioned individuals, entities, or jurisdictions
• Businesses involved in illegal activities or restricted industries (unless properly licensed)
• Transactions that violate international sanctions or embargoes

Anti-Corruption & Bribery

Zero-Tolerance Policy

Chinh Phong Group strictly prohibits:

• Bribery of public officials or private parties
• Kickbacks, improper gifts, or facilitation payments
• Conflicts of interest without proper disclosure
• Fraudulent or deceptive business practices

Compliance with Anti-Corruption Laws

We comply with:

• Vietnam Criminal Code (Article 354): Bribery and corruption offenses
• US Foreign Corrupt Practices Act (FCPA): If applicable
• UK Bribery Act 2010: If operating in UK jurisdiction
• OECD Anti-Bribery Convention principles

Gifts and Hospitality

• All gifts and hospitality must be reasonable, transparent, and properly documented
• Cash or cash-equivalent gifts are prohibited
• Pre-approval required for gifts or hospitality exceeding established thresholds
• Full disclosure in compliance registers

Third-Party Due Diligence

We conduct enhanced due diligence on:

• Agents, brokers, and intermediaries
• Consultants and advisors
• Joint venture partners
• Service providers with access to sensitive operations

Data Protection & Privacy Compliance

Personal Data Processing

We comply with:

• Vietnam Personal Data Protection Decree (Decree 13/2023/NĐ-CP)
• EU General Data Protection Regulation (GDPR) - for EU data subjects
• Other applicable data protection laws in jurisdictions where we operate

For details, see our Privacy Policy.

Data Security Measures

• Encryption of sensitive data
• Access controls and authentication
• Regular security audits and penetration testing
• Incident response and breach notification procedures
• Employee training on data protection

Cross-Border Data Transfers

When transferring personal data internationally, we ensure:

• Adequate protection through standard contractual clauses or other approved mechanisms
• Compliance with local data transfer restrictions
• Transparency with data subjects about transfer practices

Environmental, Social, and Governance (ESG) Compliance

ESG Integration

We integrate ESG considerations into:

• Investment decision-making processes
• Portfolio company monitoring and reporting
• Risk assessment and management
• Stakeholder engagement

Key Focus Areas

Environmental:

• Climate risk assessment and carbon footprint monitoring
• Resource efficiency and waste management
• Renewable energy and clean technology investments
• Compliance with environmental regulations

Social:

• Labor rights and working conditions
• Community impact and stakeholder engagement
• Health and safety standards
• Diversity, equity, and inclusion

Governance:

• Board composition and independence
• Executive compensation and accountability
• Shareholder rights and transparency
• Anti-corruption and ethical business practices

Reporting Standards

We report on ESG performance using recognized frameworks:

• Global Reporting Initiative (GRI)
• Sustainability Accounting Standards Board (SASB)
• Task Force on Climate-related Financial Disclosures (TCFD)

Conflicts of Interest

Disclosure Requirements

We require disclosure of:

• Personal financial interests in transactions
• Relationships with counterparties or competitors
• Outside business activities and directorships
• Family relationships that may create conflicts

Management Procedures

When conflicts arise:

• Full disclosure to relevant decision-makers
• Recusal from decisions where conflicts exist
• Independent review and approval processes
• Documentation and monitoring of conflict resolutions

Market Conduct & Fair Dealing

Insider Trading Prevention

We prohibit:

• Trading on material non-public information
• Tipping or sharing confidential information
• Front-running or market manipulation

Market Abuse Prevention

We maintain:

• Restricted lists and information barriers
• Pre-clearance procedures for personal trading
• Monitoring of employee and firm transactions
• Training on market conduct rules

Record Keeping & Documentation

Retention Requirements

We maintain records in accordance with legal requirements:

• Financial records: Minimum 10 years
• Investment agreements: Lifetime of investment plus 10 years
• Compliance documentation: Minimum 5 years
• Communications: As required by regulation (typically 3-7 years)

Document Security

• Secure storage (physical and electronic)
• Access controls and audit trails
• Regular backups and disaster recovery
• Secure destruction when retention period expires

Training & Awareness

Mandatory Training

All employees complete:

• Annual compliance training covering AML, anti-corruption, and data protection
• Role-specific training (e.g., investment professionals receive specialized training)
• Regulatory update briefings
• Ethics and conduct refreshers

Continuous Education

We promote:

• Regular updates on regulatory changes
• Industry best practice sharing
• External seminars and certifications
• Internal compliance bulletins and alerts

Compliance Monitoring & Testing

Internal Controls

We maintain:

• Compliance monitoring systems and dashboards
• Periodic internal audits and reviews
• Key risk indicators (KRIs) and metrics
• Issue escalation and remediation procedures

Independent Assurance

We engage:

• External auditors for financial statement audits
• Third-party compliance assessments
• Legal counsel for regulatory guidance
• Industry experts for specialized reviews

Whistleblowing & Reporting Violations

Reporting Channels

We encourage reporting of potential violations through:

Internal Channels:

• Compliance Officer: compliance@chinhphong.com
• Legal Department: legal@chinhphong.com
• Anonymous hotline: [To be established]

External Channels:

• Regulatory authorities (as appropriate)
• Legal counsel or advisors

Protection for Whistleblowers

We provide:

• Confidentiality: Reporter identity protected to the fullest extent possible
• Non-retaliation: Zero tolerance for retaliation against good-faith reporters
• Anonymous reporting: Mechanisms for anonymous submissions
• Investigation procedures: Prompt and thorough investigation of all reports

Investigation Process

When violations are reported:

1. Initial Assessment: Compliance team evaluates the report
2. Investigation: Thorough fact-finding and evidence gathering
3. Remediation: Corrective actions and controls enhancement
4. Reporting: Escalation to management, board, or regulators as required
5. Follow-up: Monitoring to ensure effectiveness of remediation

Breach Notification

Internal Notification

Potential breaches are immediately escalated to:

• Chief Compliance Officer
• General Counsel
• Executive Management
• Board of Directors (for material breaches)

External Notification

We notify relevant authorities and affected parties as required by law:

• Data breaches: Within 72 hours (GDPR) or as required by local law
• Financial crimes: Immediate reporting to State Bank of Vietnam
• Securities violations: As required by SSC regulations

Continuous Improvement

Compliance Program Review

We conduct:

• Annual comprehensive compliance program reviews
• Periodic risk assessments
• Post-incident root cause analysis
• Benchmarking against industry standards

Policy Updates

We update policies to reflect:

• Regulatory changes and new requirements
• Lessons learned from incidents or audits
• Evolving best practices
• Business expansion or new service offerings

Contact & Resources

Compliance Department

For compliance questions or reporting concerns:

Chief Compliance Officer
Chinh Phong Group
Email: compliance@chinhphong.com
Phone: [To be provided]

General Inquiries

Legal Department
Email: legal@chinhphong.com

Investor Relations
Email: ir@chinhphong.com

Regulatory Filings & Disclosures

For access to regulatory filings and public disclosures, contact:
Investor Relations: ir@chinhphong.com

Acknowledgment & Certification

All employees, officers, and directors must:

• Review and acknowledge this Compliance Framework annually
• Complete required training and certifications
• Promptly report any potential violations
• Uphold the highest standards of ethical conduct

Governing Law

This Compliance Framework is governed by the laws of Vietnam and applicable international regulations.

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Document Reference: CPG-POL-COMP-001
Next Review Date: January 2026
Approved by: Board of Directors, Chinh Phong Group