Công ty TNHH VinFast Auto đã công bố kế hoạch tách một số tài sản nhất định thành một đơn vị mới thành lập và bán toàn bộ số cổ phần mà Công ty nắm giữ trong đơn vị đó cho…

VinFast Auto Ltd. announced plans to spin off certain assets into a newly formed entity and sell all such shares held by the Company in that entity to the Company’s…

On August 14, 2025, VinFast Auto Ltd. (“VinFast” or the “Company”) announced plans to spin off certain assets into a newly formed entity and sell all such shares held by the Company in that entity to the Company’s Founder and Chief Executive Officer, Mr. Pham Nhat Vuong (“Mr. Pham”). The transaction reflects a further effort by the Founder to facilitate the Company's long term growth.

Spin-off of new company from VinFast Trading and Production JSC (“VFTP”) and share transfer of the new company to Mr. Pham (“the Restructuring”)

A new Vietnam-incorporated company, Novatech Research and Development Joint Stock Company (“ Novatech”) will be spun off from VFTP, a subsidiary of the Company, (the “Spin-Off”), thereafter existing as a new direct subsidiary of the Company to hold certain assets related to investment costs of completed research and development projects. The Company will hold 37.642% of the charter capital of Novatech representing 99.9% of voting rights. VFTP will remain a direct subsidiary of the Company and continue to operate VinFast’s core electric vehicle manufacturing business in Vietnam and to conduct future research and development on new products and technologies.

Subsequent to the Spin-Off, VinFast intends to transfer all of its shares in Novatech to Mr. Pham for a total consideration of approximately VND39.8 trillion (US$1.6 billion) (the “Share Transfer”), representing fair value of the transferred shares of VND17.25 trillion (approximately US$679 million) based on an independent third party valuation plus an agreed premium. To the extent the Company and its subsidiaries require the intellectual property rights over any research and development assets held by Novatech prior to the Share Transfer for the purpose of manufacturing VinFast products, the Company and its subsidiaries shall continue to lease back the licenses to such intellectual property after the Share Transfer.

Completion of the Restructuring is subject to obtaining the necessary approvals.

Amendments to share exchange agreements

Vingroup currently holds 10,730,749,709 preference shares in the capital of VFTP (the “VFTP Preference Shares”). Pursuant to the share exchange agreements dated December 31, 2024 (the “Share Exchange Agreements”), Vingroup has the right, but not the obligation, to request that the Company exchange any amount of certain preference shares (the “Exchangeable Preference Shares”) held by Vingroup for (a) ordinary shares of the Company to be issued by the Company (“VFSG Shares”) or, at Vingroup’s election, (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 to be issued 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 Exchangeable Preference Shares requested to be exchanged divided by an exchange rate (the “Initial Exchange Rate”) and rounded down to the nearest whole number.

To facilitate the Spin-Off and related restructuring, certain reallocations and exchange arrangements will be made with respect to preference shares held by Vingroup in VFTP and Novatech.

During the Spin-Off procedure, the capital amount corresponding to VFTP Preference Shares will be allocated between VFTP and Novatech so that upon completion of the Spin-Off, Vingroup will hold: (a) 4,136,888,476 preference shares in the capital of VFTP (the “New VFTP Preference Shares”), including 1,558,672,454 Exchangeable Preference Shares (the “VFTP Exchangeable Preference Shares”); and (b) 6,593,861,233 preference shares in the capital of Novatech (the “Novatech Preference Shares”), all of which are allocated from the existing Exchangeable Preference Shares.

After the Share Transfer, the exchange rate for 102,589,457 VFTP Exchangeable Preference Shares issued to Vingroup in relation to the capital contribution made using the net proceeds received from the issuance of certain exchangeable bonds pursuant to the subscription agreements between the Company, Vingroup and certain investors dated April 29, 2022 and June 4, 2022 (“DPS2”), shall remain the Initial Exchange Rate of 1.7 preference shares for each VFSG Share.

The Company will enter into amendments to the Share Exchange Agreements in respect of the VFTP Exchangeable Preference Shares other than DPS2 to adjust the Initial Exchange Rates to reflect the Restructuring (the “Adjusted Exchange Rate”). In particular, for 913,439,612 VFTP Exchangeable Preference Shares issued in March 2022 in relation to the capital contribution by Vingroup (“DPS1”) and issued in December 2022 in relation to the capital contributions in exchange of related party borrowings owed to Vingroup (“DPS3”, previously referred to as “DPS4”), the Adjusted Exchange Rate shall be 4.5 preference shares for each VFSG Share. For 542,643,385 VFTP Exchangeable Preference Shares issued in December 2024 and March 2025 and up to 5,000,000,000 preference shares of VFTP to be issued in connection with Vingroup’s commitment to convert up to VND 80.0 trillion (US$ 3.1 billion) of loans to VFTP into capital contribution (“DPS5”), the Adjusted Exchange Rate shall be 10.1 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.

With respect to the Novatech Preference Shares, Vingroup will have the right to exchange such Novatech Preference Shares for VFSG Shares held, directly or indirectly, by Mr. Pham and/or for cash consideration.