Công ty TNHH VinFast Auto và các công ty con

VinFast Auto Ltd. and its subsidiaries

On May 24, 2024, the Board of Directors (the " Board ") of VinFast Auto Ltd., a Singapore public limited company (“ VinFast ” or the " Company ") announced that the Company’s 2024 Annual General Meeting of Shareholders will be held on June 27, 2024 at 9 a.m. (Eastern Standard Time) (the “ Annual General Meeting ”).

In connection with the Annual General Meeting, VinFast prepared the audited consolidated financial statements of the Company for the financial year ended December 31, 2023 which have been prepared in conformity with the provisions of the Singapore Companies Act 1967 and the Singapore Financial Reporting Standards, accompanied by the Directors' Statement and the Auditor's Report (together, the " 2023 SFRS Financial Statements "). The 2023 SFRS Financial Statements is part of the materials related to the proxy statement reported on Form 6-K on May 24, 2024. A copy of the 2023 SFRS Financial Statements is furnished as Exhibit 99.1 to this report on Form 6-K or can be electronically accessed by following the instructions contained on the proxy card which was mailed to the Company’s shareholders on or about May 24, 2024.

COMPANY REGISTRATION NO. 201501874G

VinFast Auto Ltd. and its subsidiaries

(Formerly known as VinFast Auto Pte. Ltd.)

Annual Financial Statements

Directors’ statement 1 - 4

Independent auditor’s report 5 - 9

Consolidated statement of profit or loss 10

Consolidated statement of comprehensive income 11

Statement of financial position 12 - 13

Statements of changes in equity 14 - 16

Consolidated statement of cash flows 17 - 18

Notes to the financial statements 19 - 148

The directors hereby present their statement to the members together with the audited consolidated financial statements of VinFast Auto Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”) for the financial year ended 31 December 2023.

In the opinion of the directors,

(a) the consolidated financial statements of the Group and the statement of financial position and statement of changes in equity of the Company are drawn up so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023, and the financial performance, changes in equity and cash flows of the Group and changes in equity of the Company for the year ended on that date, and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due as the immediate holding company has agreed to provide financial support for the Company to meet its liabilities as and when they all due.

The directors of the Company in office at the date of this statement are:

Tham Chee Soon (appointed on 1 May 2024)

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party to any arrangement whose objects are, or one of whose objects is, to enable the directors of the Company to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate.

Directors’ interests in shares and debentures

The following director, who held office at the end of the financial year, had, according to the register of directors' shareholdings required to be kept under Section 164 of the Singapore Companies Act 1967, an interest in shares of the Company and related corporations (other than wholly owned subsidiary corporations) as stated below:

Directors’ interests in shares and debentures (cont’d)

There were no options granted during the financial year to take up unissued shares of the Company.

During the financial year, no shares of the Company were allotted and issued by virtue of the exercise of options to take up unissued shares of the Company. There were no unissued shares of the Company under options as at end of the financial year.

Ernst & Young LLP have expressed their willingness to accept re-appointment as auditor.

Independent auditor’s report

For the financial year ended 31 December 2023

Independent auditor’s report to the members of VinFast Auto Ltd.

Report on the audit of the financial statements

We have audited the financial statements of VinFast Auto Ltd. (the “Company”) and its subsidiaries (collectively, the “Group”), which comprise the statements of financial position of the Group and of the Company as at 31 December 2023, the statements of changes in equity of the Group and the Company and the consolidated statement of profit or loss and the consolidated statement of comprehensive income and consolidated statement of cash flows of the Group for the year then ended, and notes to the financial statements, including material accounting policy information.

In our opinion, the consolidated financial statements of the Group, the statement of financial position and the statement of changes in equity of the Company are properly drawn up in accordance with the provisions of the Singapore Companies Act 1967 (the “Act”) and Financial Reporting Standards in Singapore ("FRSs") so as to give a true and fair view of the financial position of the Group and of the Company as at 31 December 2023 and of the consolidated financial performance, consolidated changes in equity and consolidated cash flows of the Group and changes in equity of the Company for the year ended on that date.

We conducted our audit in accordance with Singapore Standards on Auditing ("SSAs"). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the Accounting and Corporate Regulatory Authority ("ACRA") Code of Professional Conduct and Ethics for Public Accountants and Accounting Entities ("ACRA Code") together with the ethical requirements that are relevant to our audit of the financial statements in Singapore, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ACRA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current reporting year. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.

We have fulfilled our responsibilities described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

Key Audit Matters (cont’d)

Impairment of property, plant and equipment, intangible assets, right-of-use assets and investment in subsidiaries

As at 31 December 2023, the carrying amounts, net of accumulated impairment, depreciation and amortization of the Group’s property, plant and equipment, intangible assets, right-of-use assets are VND 49,754,479 million, VND 25,495,147 million and VND 4,969,937 million respectively, and the Company’s investment in subsidiaries are carried at VND 9,470,979 million (collectively, “the Assets”). As described in Note 8, Note 9, Note 21, and Note 28.1 to the financial statements, at the reporting date, the Group and Company identified indicators of impairment for cash generating units (“CGUs”) that the Assets belong to and performed impairment assessments to determine their recoverable amounts based on the higher of value in use and fair value less costs of disposal.

Pursuant to these assessments, the Group recorded impairment losses amounting to a total of VND 31,165,947 million as disclosed in Note 8, Note 9, and Note 21, while the Company recorded VND 46,577,612 million of impairment loss on investments in subsidiaries as disclosed in Noted 28.1 for the year ended 31 December 2023.

The recoverable amounts of the Assets were estimated by management based on their fair value less costs of disposal, determined using an income approach. This valuation approach is based on a discounted cash flow method that relies on management’s projection of future cash flows to be generated from the Assets, and application of an appropriate discount rate. The development of key assumptions underlying these projections and discount rate required management to exercise significant judgment and are subject to uncertainties arising from the economic environments and markets the Group and Company operate in. Accordingly, we have identified this as a key audit matter.

Our procedures were performed with assistance from our internal specialists and include, among others:

· understanding management’s process of identifying the CGUs the Assets belong to and their indicators of impairment at the reporting date;

· evaluating the appropriateness of the income approach which is determined based on discounted cash flows;

· reviewing management’s process of developing the cash flows forecasts and discount rates; and

· evaluating the reasonableness of the key assumptions used in the underlying cash flow forecasts approved by the Board of directors, such as selling price of vehicles, sales volume growth rate, production costs and operating expenditures, discount rates and long-term growth rates by corroborating with relevant internal and external market and industry data in light of the Group’s operations

As at 31 December 2023, the carrying amount of warranty provisions, which primarily relates to the automotive vehicles, amounted to VND 2,505,562 million (Note 16). As disclosed in Note 2.16 to the financial statements, the Group provides a standard manufacturer’s warranty on all new vehicles at the time of vehicle sale. A warranty provision is made for these products sold, which includes management’s best estimate of the projected costs to repair or replace items under warranties including recalls when identified. Management also engaged an independent actuary to assist them in the determination of warranty provision for electric vehicles which have relatively short history of sales. As further disclosed in Note 4, these estimates are subject to significant estimation uncertainty , and changes to the historical or projected warranty experience may cause material changes to the warranty provision. Accordingly, we have identified this as a key audit matter.

Our audit procedures included, among others,

· understanding management process in developing their estimate on nature and frequency of future claims, and the related projected costs to be incurred to repair or replace items under warranty;

· evaluating the reasonableness of key assumptions used by management such as nature and frequency of future claims, and the related projected costs by comparing against actual claims incurred to date, relevant external market and industry data taking into consideration comparability and the Group’s current operations;

· checked arithmetic accuracy of management’s computation of the provision for warranty and accrued costs;

· assessing the competency, objectivity and capabilities of the independent actuary engaged by management; and

· involving our internal specialist to assist in evaluating the reasonableness of certain key assumptions used to estimate the warranty provision

Management is responsible for the other information. The other information comprises the Directors' Statement but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Responsibilities of management and directors for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the provisions of the Act and FRSs, and for devising and maintaining a system of internal accounting controls sufficient to provide a reasonable assurance that assets are safeguarded against loss from unauthorised use or disposition; and transactions are properly authorised and that they are recorded as necessary to permit the preparation of true and fair financial statements and to maintain accountability of assets.

In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The Directors’ responsibilities include overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SSAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Auditor’s responsibilities for the audit of the financial statements (cont’d)

4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company have been properly kept in accordance with the provisions of the Act.

Consolidated statement of profit or loss

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.

Consolidated statement of comprehensive income

Statement of financial position

Statement of financial position (cont’d)

Statements of changes in equity

For the year ended 31 December 2023 of the Group:

(*) The balance as at 31 December 2023 mainly included dividend preference shares which comprise of the dividend preference shares issued by VinFast Vietnam to Vingroup JSC.