Chia VFTP và thoái vốn VFTP

Split of VFTP and divestment of VFTP

VinFast Auto Ltd. (“VinFast” or the “Company”) is implementing a corporate restructuring pursuant to which certain core business components, including electric vehicle design and styling, product concepts, specifications and features, branding, pricing, go-to-market strategy and sales activities, will be split from VinFast Trading and Production JSC (“VFTP”), a subsidiary of the Company, into a newly formed entity that will remain under the Company’s control (the “Split”). Following the Split, pursuant to a share purchase agreement entered into on May 12, 2026 between the Company and a group of purchasers led by Future Investment Research and Development Joint Stock Company, the Company intends to transfer to the purchasers all of its interest in VFTP, which will include the the Company’s manufacturing business and related assets and liabilities (the “Share Transfer”, and, together with the Split, the “Proposed Transactions”). Through the Proposed Transactions, VinFast intends to transition to a more capital-efficient, asset-light operating model in Vietnam, thereby improving the Company’s financial structure, and to reduce future capital expenditure requirements, allowing the Company to more efficiently allocate financial resources to higher value-added activities.

The Board of Directors (the “Board”) has resolved to convene an Extraordinary General Meeting of Shareholders (the “Extraordinary General Meeting”) to seek shareholder approval for the Share Transfer. The Extraordinary General Meeting is set to be held on May 27, 2026 at 9.00 p.m. (Singapore Time) / 9.00 a.m. (Eastern Standard Time).

The record date for determining shareholders entitled to notice of, and to vote at, the Extraordinary General Meeting is the close of business on May 01, 2026.

In connection with the Extraordinary General Meeting, VinFast will mail, on or about May 12, 2026, to its shareholders a proxy card, a notice of the Extraordinary General Meeting, and, for the Company’s registered shareholders only, a proxy form, all of which are attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively, and a proxy statement, which is attached hereto as Exhibit 99.5 and will be published on https://www.cstproxy.com/vinfastauto/2026.

The proxy card, attached as Exhibit 99.2 to this Report on Form 6-K, is to be completed according to the instructions set forth in the proxy statement. Holders of VinFast’s shares should review the instructions set forth in the proxy statement in order to vote their VinFast shares at the Extraordinary General Meeting.

EX-99.1 2 vfsex99-1.htm EXHIBIT 99.1 Exhibit 99.1

On May 12, 2026, VinFast Auto Ltd. (“VinFast” or the “Company”) announced plans to split certain assets of VinFast Trading and Production JSC (“VFTP”), a subsidiary of the Company, into a newly formed entity (the “Split”) and subsequently divest all ordinary shares held by the Company in VFTP (the “Share Transfer”, collectively with the Split, the “Proposed Transactions”). The Proposed Transactions will result in the separation and transfer of the Company’s manufacturing operations in Vietnam to other parties.

VinFast is an innovative, full-scale mobility platform focused primarily on designing and manufacturing high-quality electric vehicles, e-scooters and e-buses. The Proposed Transactions are part of the Company’s broader initiative to streamline its operating structure and transition toward a more capital-efficient, asset-light model in Vietnam, thereby improving VinFast’s financial structure and reducing future capital expenditure requirements. Pursuant to the Share Transfer, VinFast’s capital-intensive manufacturing activities in Vietnam, which are well established and in operation, will become an independent, third-party owned and operated manufacturing platform, while the Company will retain and focus on the development of its VinFast brand through higher value-added activities, including global product research and development, technology, brand building, and sales activities in Vietnam and globally.

Split of VFTP and divestment of VFTP

A new Vietnam-incorporated company, expected to be named VinFast Vietnam Joint Stock Company (“ VFVN”) will be split from VFTP, a subsidiary of the Company, and will thereafter exist as a new direct subsidiary of the Company to hold assets, operations and business undertakings related to (i) VinFast’s global research and development activities, intellectual property, after-sales operations (and related functions), and sales businesses, and (ii) shares in VinFast Commercial and Services Trading LLC, VinFast Engineering Australia Pty Ltd, and VinFast Germany GmbH. Following the Split, VinFast will hold approximately 99.9% of the voting rights of each of VFVN and VFTP. VFTP will hold the assets associated with the manufacturing business in Vietnam, shares in VinEG Green Energy Solutions JSC and an investment cooperation and business opportunity exploration agreement relating to real estate projects, and will continue to assume all financial indebtedness owed by VFTP to unrelated third party creditors, subject to the relevant creditors’ approval.

Following the Split, pursuant to a share purchase agreement entered into on May 12, 2026 between the Company and a group of purchasers (the “Purchasers”) led by Future Investment Research and Development Joint Stock Company and including Mr. Pham Nhat Vuong, the Company’s Managing Director and CEO as a minority investor, the Company intends to transfer all of its interest in VFTP to the Purchasers for an aggregate consideration of approximately VND13,309.6 billion (approximately US$530 million) (the “Purchase Price”). The Purchase Price was determined through negotiations between the parties on an arm’s-length basis and was agreed based on the book value of the consolidated net assets according to Vietnamese Accounting Standard to be allocated to VFTP following the Split, as of March 31, 2026 1 . This is in line with the valuation range, and exceeds the mid-point valuation of VND2,653 billion (US$106 million) derived by Grant Thornton (Vietnam) Advisory Company Limited in its Independent Financial Advisor’s Opinion using a discounted cash flow methodology. Completion of the Share Transfer is subject to the satisfaction or waiver of the closing conditions set forth in the Share Purchase Agreement. VFVN and VFTP will also enter into a manufacturing and supply agreement (the “Manufacturing Agreement”) under which VFTP will produce VinFast-branded vehicles in Vietnam, in accordance with the designs, technical specifications and standards provided by VFVN.

For the avoidance of doubt, the Proposed Transactions do not affect any of the Company’s subsidiaries other than VFTP and its subsidiaries, nor do they affect the Company’s international business operations (including the Company’s continued ownership and operation of its manufacturing facilities in India and Indonesia), which will continue to be held by the Company and operated in the ordinary course of business.

Completion of the Proposed Transactions is subject to the Company obtaining the necessary approvals, including approvals from the shareholders of the Company and its creditors for the Share Transfer. The Proposed Transactions are expected to be completed by the third quarter of 2026, subject to the satisfaction of customary closing conditions.

1 Based on the unaudited proforma consolidated financial statements as of 31 March 2026 of VFTP and its subsidiaries following the Split, comprising VinEG Green Energy Solutions JSC and VinES Ha Tinh Energy Solution JSC, prepared in accordance with Vietnamese Accounting Standards.

The Proposed Transactions are expected to benefit the Company by:

(i) enabling the transition to a more capital-efficient, asset-light operating model in Vietnam, allowing the Company to focus on product research and development, technology, brand development and sales activities in Vietnam and globally;

(ii) optimizing the Company’s asset structure and capital utilization;

(iii) providing greater flexibility to respond to evolving electric vehicle technologies and market dynamics, without the constraints associated with a capital-intensive manufacturing infrastructure;

(iv) supporting an increased focus on international market expansion through the allocation of additional financial and management resources to global sales and brand development; and

(v) ensuring continuity of product supply through the Manufacturing Agreement, enabling the Company to maintain access to stable manufacturing capacity.

Amendments to share exchange agreements

Vingroup currently holds 5,558,672,454 exchangeable preference shares in the capital of VFTP (the “VFTP Exchangeable Preference Shares”). In particular, pursuant to the share exchange agreements dated December 31, 2024, as amended from time to time (the “Share Exchange Agreements”), Vingroup has the right, but not the obligation, to request that the Company exchange any amount of the VFTP Exchangeable Preference Shares held by Vingroup for (a) ordinary shares of the Company (“VFSG Shares”) to be issued by the Company or (b) cash equal to the net proceeds received by the Company from the allotment and issuance of such VFSG Shares to unrelated third parties plus such number of ordinary shares of the Company as necessary to cover any shortfall relative to the exchange number of shares. The number of VFSG Shares to be issued shall be equal to the number of VFTP Exchangeable Preference Shares requested to be exchanged divided by an exchange rate (the “Exchange Rate”) and rounded down to the nearest whole number.

To facilitate the Proposed Transactions, certain reallocations and exchange arrangements will be made with respect to the VFTP Exchangeable Preference Shares held by Vingroup.

In connection with the Split, the capital amount corresponding to Vingroup’s VFTP Exchangeable Preference Shares will be allocated between VFTP and VFVN so that upon completion of the Split, Vingroup will hold: (a) 5,210,260,286 exchangeable preference shares in the capital of VFTP (the “Remaining VFTP Exchangeable Preference Shares”); and (b) 348,412,168 exchangeable preference shares in the capital of VFVN (the “VFVN Exchangeable Preference Shares”).

The Company will enter into a share exchange agreement in respect of the VFVN Exchangeable Preference Shares. Under the agreement, the VFVN Exchangeable Preference Shares shall include: (i) 41,154,836 preference shares allocated from DPS1 and DPS3, with an Exchange Rate of 0.204 preference shares for each VFSG Share; (ii) 102,589,457 preference shares allocated from DPS2, with an Exchange Rate of 1.7 preference shares for each VFSG Share; and (iii) 204,667,875 preference shares allocated from DPS5, with an Exchange Rate of 2.209 preference shares for each VFSG Share. The other terms of the agreement will be substantially similar to those under the share exchange agreements relating to the VFTP Exchangeable Preference Shares. More information regarding DPS1, DPS2, DPS3 and DPS5 is available in the Company’s latest Annual Report on Form 20-F.

With respect to the DPS5 that Vingroup has not subscribed for in the capital of VFTP, the remaining one million preference shares of DPS5 will be subscribed for by Vingroup in the capital of VFVN with an Exchange Rate of 2.209 preference shares for each VFSG Share.

In respect of the Remaining VFTP Exchangeable Preference Shares, immediately after the Split, the Company will enter into a new share exchange agreement for the purposes of consolidating the VFTP Share Exchange Agreements and adjusting the Exchange Rate (the “New VFTP Share Exchange Agreement”). The Remaining VFTP Exchangeable Preference Shares will comprise: (i) 872,284,776 preference shares allocated from DPS1 and DPS3, with an Exchange Rate of 543.2 preference shares for each VFSG Share; and (ii) 4,337,975,510 preference shares allocated from DPS5, with an Exchange Rate of 1,281.1 preference shares for each VFSG Share.

In all cases, the Exchange Rates shall be subject to customary adjustment terms for dilutive corporate events. Each exchange would be subject to obtaining necessary approvals and other conditions.

Following the Share Transfer, the Company will terminate the New VFTP Share Exchange Agreement. Holder of the Remaining VFTP Exchangeable Preference Shares shall enter into a new share exchange agreement with Mr. Pham, pursuant to which they will have the right to exchange those shares for VFSG Shares held, directly or indirectly, by Mr. Pham and/or for cash consideration by a company controlled by Mr. Pham which is designated by Mr. Pham to participate in the exchange arrangement.

This announcement contains translations of certain Vietnam Dong amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from Vietnam Dong to U.S. dollars were made at the rate of VND25,102 to US$1.00, which represents the central exchange rate quoted by The State Bank of Vietnam Operations Centre as of March 31, 2026. The Company makes no representation that the Vietnam Dong or U.S. dollars amounts referred could be converted into U.S. dollars or Vietnam Dong, as the case may be, at any particular rate or at all.

EX-99.2 3 vfsex99-2.htm EXHIBIT 99.2 Exhibit 99.2

EX-99.3 4 vfsex99-3.htm EXHIBIT 99.3 Exhibit 99.3

(Incorporated in the Republic of Singapore)

(Company Registration Number 201501874G)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of VinFast Auto Ltd. (the “ Company ”) (the “ EGM ”) will be convened and held by way of electronic means on May 27, 2026 at 9:00 PM (Singapore Time) / 9:00 AM (Eastern Standard Time) and to consider, and if thought fit, to pass, with or without amendments, the following as ordinary resolutions:

Ordinary Resolution 1 To approve the proposed transfer of all of the Company’s shares in VinFast Trading and Production Joint Stock Company (a company incorporated in Vietnam), and the directors of the Company and each of them be and are hereby severally authorised to complete and to do all acts and things (including, without limitation, approving, modifying and executing all such documents as may be required) as he or she may consider necessary, desirable or expedient for the purposes of or in connection with and to give effect to this Ordinary Resolution

These items of business are more fully described in the proxy statement. You should read the entire proxy statement carefully prior to submitting your vote through electronic communications or (in respect of persons whose names are entered in the register of members of the Company) the Proxy Form in the manner set out therein.

This Notice and the proxy statement are currently available on the website https://www.cstproxy.com/vinfastauto/2026 . The proxy statement, together with this Notice are referred to as the “EGM Materials”.

All capitalized terms used in this Notice have the same meaning as set out in the proxy statement, unless the contrary intention appears.

General matters relating to the EGM :

1. Quorum : The quorum required to transact business at the EGM is for at least two VinFast Shareholders to be present in person at the time when the EGM proceeds to business. A VinFast Shareholder being present in person includes a person attending as a proxy and a corporation being a VinFast Shareholder shall be deemed to be personally present if represented in accordance with the provisions of Section 179(3) of the Companies Act 1967 of Singapore (“ Companies Act 1967 ”) and such corporation’s representative is not otherwise entitled to be present at the meeting as a VinFast Shareholder or proxy or as a corporate representative of another VinFast Shareholder.

2. Basis of voting : Votes shall be taken on a poll with one vote for each share. In order for Ordinary Resolutions to be passed, more than 50% of the eligible votes cast on the Resolution must be in favor of the Resolution. Whilst shares for which an abstention from voting has been recorded are counted toward the quorum of the meeting, the calculation of the percentage of votes cast in favor of the Resolution disregards abstained votes. A person entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

3. Identification of Shareholders of Record and their corporate representatives : Before any person may participate in the EGM, the Chairperson of the EGM must be reasonably satisfied that the right of the person to participate at the EGM has been reasonably verified.

4. Record Date for Shareholders of Record : VinFast has fixed the close of business (Eastern Standard Time) on May 01, 2026 as the record date for determining whether members of VinFast are entitled to receive printed copies of this Notice and the Proxy Form and to access the EGM Materials.

Participation in the EGM :

5. EGM to be held by electronic means : The EGM is being convened and will be held by electronic means pursuant to Section 173J of the Companies Act 1967. A VinFast Shareholder will not be able to physically attend the EGM and may vote online or appoint a proxy by submitting their Proxy Form, as further discussed below. A VinFast Shareholder may observe and/or listen to the EGM proceedings via live webcast and live audio feed and may submit questions live or in advance of the EGM, as further discussed below. A shareholder can cast his/her/its votes only.

The Company is arranging for a live webcast and live audio feed of the EGM proceedings (the “Live EGM Webcast” or the “Live EGM Audio Feed”) which will take place on May 27, 2026 at 9:00 PM (Singapore time)/9:00 AM (Eastern Standard Time) in place of a physical EGM. VinFast Shareholders will be able to watch and/or listen to the EGM proceedings through the Live EGM Webcast or the Live Audio Feed, and the Company will not accept any physical attendance by VinFast Shareholders. Any VinFast Shareholder seeking to attend the EGM physically in person will be turned away.

VinFast Shareholders are encouraged to access the virtual meeting website prior to the start time. Online check-in will begin at 8:30 PM (Singapore time) / 8:30 AM (Eastern Standard Time), and VinFast Shareholders should allow ample time to ensure their ability to access the meeting.

6. Notice and Proxy Card : Printed copies of this Notice and the Proxy Card will be sent to VinFast Shareholders.

7. Submission of Questions : VinFast Shareholders may submit questions related to the Resolutions prior to the start of the EGM at https://www.cstproxy.com/vinfastauto/2026 or during the EGM by following the instructions provided during the EGM.

8. Appointment of Proxies : VinFast Shareholders who wish to exercise his/her/its voting rights at the EGM may (whether the member is an individual or a corporate): (a) appoint a proxy(ies) (other than the Chairperson of the Meeting) to vote by poll on his/her/its behalf; or (b) appoint the Chairperson of the Meeting as his/her/its proxy to vote by poll on his/her/its behalf. A proxy need not be a member of the Company. The Chairperson shall decline to accept appointment as proxies for any VinFast Shareholder to vote in respect of any of the Ordinary Resolutions, unless specific instructions have been given in the Proxy Form on how the VinFast Shareholder wishes for his/her/its votes to be cast in respect of the said relevant Ordinary Resolutions.

A member who is not a relevant intermediary (as defined under Section 181 of the Companies Act 1967) is entitled to appoint not more than two proxies to attend and vote at the EGM. Where such member’s instrument appointing a proxy(ies) appoints more than on proxy, the proportion of shareholding concerned to be represented by each proxy shall be specified in the Proxy Form. A proxy representing more than one member shall only count as one member for the purpose of determin