Vietnam Industrial Investment : Amended Security Trading Policy

STATEMENT OF MATTERS RESERVED TO THE BOARD

SECURITIES TRADING POLICY

1. INTRODUCTION

   
   

   These guidelines set out the policy on the sale and purchase of securities in the Company by its Key Management Personnel.

   
   

   Key Management Personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any Director (whether executive or otherwise) of that entity.

   
   

   The Company has determined that its Key Management Personnel are its Directors and those employees directly reporting to the Managing Director.

   
   

   Key Management Personnel are encourage to be long-term holders of the Company's securities. However, it is important that care is taken in the timing of any purchase or sale of such securities.

   
   

   The purpose of these guidelines is to assist Key Management Personnel to avoid conduct known as 'insider trading'. In some respects, the Company's policy extends beyond the strict requirements of the Corporations Act 2001.

   
   

2. WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?

   
   

   This policy applies to both the sale and purchase of any securities of the Company and its subsidiaries on issue from time to time.

   
   

3. WHAT IS INSIDER TRADING?

   
   
4. Prohibition

   
   

   Insider trading is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:

   
   

5. that person possesses information which is not generally available to the market and, if it were generally available to the market, would be likely to have a material effect on the price or value of the Company's securities (ie. information that is 'price sensitive'); and

   
   

6. that person:

   
   

7. buys or sells securities in the Company; or

   
   

8. procures someone else to buy or sell securities in the Company; or

   
   

9. passes on that information to a third party where that person knows, or ought reasonably to know, that the third party would be likely to buy or sell the securities or procure someone else to buy or sell the securities of the Company.

   
   

10. Examples

    
    

    
    

    To illustrate the prohibition described above, the following are possible examples of price sensitive information which, if made available to the market, may be likely to affect materially the price of the Company's securities:

    
    

11. the Company considering a major acquisition or disposal of assets;

    
    

12. the threat of major litigation against the Company;

    
    

13. the Company's sales and profit results materially exceeding (or falling short of) the market's expectations;

    
    

14. a material change in debt, liquidity or cash flow;

    
    

15. a significant new development proposal ie. new product or technology;

    
    

16. the grant (or loss) of a major contract;

    
    

17. management or business restructuring proposal; or

    
    

18. a share issue proposal.

    
    

19. Dealing through third parties

    
    

    A person does not need to be a Key Management Personnel of the Company to be guilty of insider trading in relation to securities in the Company. The prohibition extends to dealings by Directors and employees through nominees, agents or other associates, such as family members, family trusts and family companies (referred to as "Associates" in these guidelines), as well as customers and suppliers.

    
    

    Contractors and External Advisors

    
    

    Contractors employed by the Company shall be informed of this policy when they are appointed and are required to adhere to the policy so long as they are contracted by the Company. Breach of the policy may lead to termination of contract arrangements.

    
    

    The Company's staffs dealing with external advisers needs to ensure that the advisers are aware of the insider trading rules and where these dealings cover material matters, that the issue of insider trading is covered in confidentiality documents.

    
    

20. Information however obtained

    
    

    It does not matter how or where the person obtains the information - it does not have to be obtained from the Company to constitute inside information.

    
    

21. Employee share schemes

    
    

    The prohibition does not apply to acquisitions of shares or options by employees made under employee share or option schemes, nor does it apply to the acquisition of shares as a result of the exercise of options under an employee option scheme. However, the prohibition does apply to the sale

    
    

    
    

    of shares acquired under an employee share scheme and also to the sale of shares acquired following the exercise of an option granted under an employee option scheme.

    
    

22. GUIDELINES FOR TRADING IN THE COMPANY'S SECURITIES

    
    
23. General rule

    
    

    Directors and employees, including Key Management Personnel, must not trade in the Company's securities, or in financial products issued or created over or in respect of the Company's securities, during a Closed Period.

    
    

    Closed Period means:

    • the period that is within two weeks prior to the publication of the Company's annual results (or, if shorter, the period from its financial year end to the time of publication);

    • the period that is within two weeks prior to the publication of the Company's half year results (or, if shorter, the period from its half year end to the time of publication);

    • the period that is within two weeks prior to the announcement of its prospectus, product disclosure statement or cleansing notice is issued in connection with an offer of securities;

    
    

    The Company may at its discretion vary this rule in relation to a particular Closed Period by general announcement to Key Management Personnel and employees either before or during the Closed Period.

    
    

    However, if a Key Management Personnel or employee of the Company is in possession of price sensitive information which is not generally available to the market, then he or she must not deal in the Company's securities at any time.

    
    

24. Exceptions

    
    

25. Key Management Personnel and employees may at any time:

    
    

26. acquire ordinary shares in the Company by conversion of securities giving a right of conversion to ordinary shares;

27. acquire Company securities under a bonus issue made to all holders of securities of the same class;

28. acquire Company securities under a dividend reinvestment, or top-up plan that is available to all holders or securities of the same class;

29. acquire, or agree to acquire or exercise options under an employee incentive scheme as defined in the ASX Listing Rules;

30. withdraw ordinary shares in the Company held on behalf of the Key Management Personnel in an employee incentive scheme where the withdrawal is permitted by the rules of that scheme;

31. acquire ordinary shares in the Company as a result of the exercise of options held under an employee option scheme;

32. transfer securities of the Company already held into a superannuation fund or other saving scheme in which the restricted person is a beneficiary;

    
    

    
    

33. make an investment in, or trade in units of, a fund or other scheme (other than a scheme only investing in the securities of the Company) where the assets of the fund or other scheme are invested at the discretion of a third party;

34. where a restricted person is a trustee, trade in the securities of the Company by that trust provided the restricted person is not a beneficiary of the trust and any decision to trade during a prohibited period is taken by the other trustees or by the investment managers independently of the restricted person;

35. undertake to accept, or accept, a takeover offer;

36. trade under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend or distribution reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;

37. dispose of securities of the Company resulting from a secured lender exercising their rights, for example, under a margin lending arrangement;

38. exercise (but not sell securities following exercise) an option or a right under an employee incentive scheme, or convert a convertible security, where the final date for the exercise of the option or right, or the conversion of the security, falls during a prohibited period and the Company has been in an exceptionally long prohibited period or the Company has had a number of consecutive prohibited periods and the restricted person could not reasonably have been expected to exercise it at a time when free to do so; or

39. trade under a non-discretionary trading plan for which prior written clearance has been provided in accordance with procedures set out in this Policy.

    
    

40. In respect of share or option plans, it should be noted that:

    
    

41. it is not permissible to reimburse the exercise price of options by selling the shares acquired on the exercise of these options unless the sale of those shares occurs outside a Closed Period; and

42. where the exercise price of options is being provided by a margin loan or other form of lending arrangement then there may be a risk that the Key Management Personnel or employee may need to sell shares to avoid providing additional capital or security to the lender in the event of a decrease in the value of the shares.

    
    

    Where this to occur at a time when the person possessed inside information then the sale of Company securities would be a breach of insider trading laws, even though the person's decision to sell was not influenced by the inside information that the person possessed and the person may not have made a profit on the sale.

    
    

    Where Company securities are provided to a lender as security by way of mortgage or charge a sale that occurs under that mortgage or charge as a consequence of default would not breach insider trading laws.

    
    

43. APPROVAL AND NOTIFICATION REQUIREMENTS

    
    
44. Approval Requirements