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As filed with the Securities and Exchange Commission on March 9, 2023.

Registration No. 333-268684

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VinFast Auto Ltd.^*

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)


Singapore	3711	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City, Vietnam

+84 225 3969999

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Sharon Lau and Stacey Wong

Latham & Watkins LLP

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

+65 6536 1161

Jonathan B. Stone and Rajeev P. Duggal

Skadden, Arps, Slate, Meagher & Flom LLP

c/o Suite #23-02

6 Battery Road

Singapore 049909

+65 6434 2900

Approximate date of commencement of proposed sale to the public:

as soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The registrant is currently a Singapore private limited company operating under the name “VinFast Auto Pte. Ltd.” Prior to the effective date of this Registration Statement, the registrant will convert to a Singapore public limited company. Upon such conversion, the registrant will be known as VinFast Auto Ltd.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated , 2023.

VinFast Auto Ltd.

Ordinary Shares

$ per ordinary share

This is an initial public offering of shares of VinFast Auto Ltd.

We are offering of our ordinary shares to be sold in the offering.

Prior to this offering, there has been no public market for our ordinary shares. It is currently estimated that the initial public offering price will be between $ and $ per ordinary share. We intend to apply to list our ordinary shares on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “VFS.”

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 25.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.


	Per ordinary share	Total
Initial public offering price	$	$
Underwriting discount⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$

⁽¹⁾	See “Underwriting” for additional information regarding underwriting compensation.

To the extent that the underwriters sell more than of our ordinary shares, the underwriters have the option to purchase up to an additional of our ordinary shares from us at the initial public offering price less the underwriting discount.

We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. See “Prospectus Summary — Implication of Being a Foreign Private Issuer” and “Prospectus Summary — Implication of Being an Emerging Growth Company.”

Deutsche Bank AG, Singapore Branch is acting as our financial advisor in connection with this offering.

The underwriters expect to deliver the ordinary shares to purchasers against payment therefor on or about , 2023 through the book entry facilities of The Depositary Trust Company.


Citigroup		Morgan Stanley		Credit Suisse		J.P. Morgan



BofA Securities	BNP PARIBAS	HSBC	RBC Capital Markets	Wolfe \| Nomura Alliance

Baird

Prospectus dated , 2023.

LOGO

TABLE OF CONTENTS


	Page
ABOUT THIS PROSPECTUS		ii
MARKET AND INDUSTRY DATA		ii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION		iii
PROSPECTUS SUMMARY		1
THE OFFERING		20
SUMMARY CONSOLIDATED FINANCIAL DATA		22
RISK FACTORS		25
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		61
USE OF PROCEEDS		63
DIVIDEND POLICY		64
CAPITALIZATION		65
DILUTION		67
ENFORCEABILITY OF CIVIL LIABILITIES		69
CORPORATE HISTORY AND STRUCTURE		71
SELECTED CONSOLIDATED FINANCIAL DATA		74
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION		77
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		81
INDUSTRY		109
BUSINESS		123
REGULATION		161
MANAGEMENT		177
PRINCIPAL SHAREHOLDERS		185
RELATED PARTY TRANSACTIONS		187
DESCRIPTION OF SHARE CAPITAL		196
DESCRIPTION OF CERTAIN INDEBTEDNESS		219
SHARES ELIGIBLE FOR FUTURE SALE		224
TAXATION		226
UNDERWRITING		233
EXPENSES RELATED TO THIS OFFERING		243
LEGAL MATTERS		244
EXPERTS		245
WHERE YOU CAN FIND ADDITIONAL INFORMATION		246
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS		F-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS		II-1

You should rely only on the information contained in this prospectus or in any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy the ordinary shares, only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the ordinary shares.

Neither we nor any of the underwriters has taken any action to permit a public offering of the ordinary shares outside the U.S. or to permit the possession or distribution of this prospectus or any filed free writing prospectus outside the U.S. Persons outside the U.S. who come into possession of this prospectus or any filed free writing prospectus must inform themselves about and observe any restrictions relating to the offering of the ordinary shares and the distribution of the prospectus or any filed free writing prospectus outside the U.S.

Until , 2023 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated, the terms “VinFast,” the “Company,” the “Group,” “we,” “us,” “our,” “our company,” and “our business” refer to VinFast Auto Pte. Ltd. and, where appropriate, its consolidated subsidiaries. Prior to the consummation of this offering, VinFast Auto Pte. Ltd. will convert from a Singapore private limited company to a Singapore public limited company and will then be known as VinFast Auto Ltd.

References to “Vingroup” are to Vingroup Joint Stock Company, a public company listed on the Ho Chi Minh Stock Exchange, Vietnam.

References to “VND” are to Vietnamese dong, the legal currency of Vietnam. References to “$,” “U.S. dollars” and “USD” are to United States dollars, the legal currency of the United States. References to “CAD $” are to Canadian dollars, the legal currency of Canada. References to “€” are to euro, the legal currency of the European Union (the “EU”). Unless otherwise noted, all translations from VND to U.S. dollars in this prospectus are made at a rate of VND23,612 to $1.00, which represents the central exchange rate quoted by The State Bank of Vietnam Operations Centre as of December 31, 2022. We make no representation that any VND or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or VND, as the case may be, at any particular rate, or at all.

MARKET AND INDUSTRY DATA

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. Certain industry, market and competitive position data in this prospectus, including as described under “Industry,” is based on third-party data provided by Frost & Sullivan International Limited (“Frost & Sullivan”), which we commissioned Frost & Sullivan to prepare for use in this prospectus.

This prospectus also includes information from a 2022 satisfaction survey of VinFast prospective U.S. customers who have reserved a VinFast EV for purchase that we commissioned Frost & Sullivan to conduct (the “F&S Customer Survey”). This prospectus also contains information developed by Sustainalytics. Such information and data are proprietary of Sustainalytics and/or its third-party suppliers and are provided for informational purposes only. They do not constitute an endorsement of any product or project, nor an investment advice and are not warranted to be complete, timely, accurate or suitable for a particular purpose. Their use is subject to conditions available at https://www.sustainalytics.com/legal-disclaimers. Information contained on, or that can be accessible through, Sustainalytics’ website is not a part of this prospectus and the inclusion of their website address in this prospectus is an inactive textual reference only.

Industry publications and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we have no reason to believe any such information is incorrect, we are in any case responsible for the contents of this prospectus. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

The financial information in this prospectus as of December 31, 2020 and for the year then ended has been derived from the consolidated financial statements of VinFast Trading and Production Joint Stock Company (“VinFast Vietnam”), which are included elsewhere in this prospectus. The financial information in this prospectus as of December 31, 2021 and 2022 and for the years then ended has been derived from the consolidated financial statements of VinFast Auto Pte. Ltd., which are included elsewhere in this prospectus. The consolidated financial statements of VinFast Vietnam and VinFast Auto Pte. Ltd. are prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) in the U.S.

In January 2022, we announced our strategic decision to cease internal combustion engine (“ICE”) vehicle production to transform into a pure-play manufacturer of electric vehicles (“EVs”). In early November 2022, we fully phased out production of ICE vehicles and completed the ICE Assets Disposal (as defined herein) to our shareholder, Vietnam Investment Group Joint Stock Company (“VIG”). Notwithstanding our cessation of ICE vehicle production in early November 2022, our results of operations presented in this prospectus primarily reflect the historical results of our ICE vehicle manufacturing business and our gradual cessation of our ICE vehicle manufacturing for the year ended December 31, 2022. Accordingly, our results of operations and comparative financial information presented in this prospectus may not be indicative of our results of operations expected for any future period.

The unaudited pro forma consolidated financial information in this prospectus for the year ended December 31, 2022 gives pro forma effect to the phase-out of our ICE vehicle production, as further described in “Unaudited Pro Forma Financial Information.” The unaudited pro forma consolidated financial information in this prospectus is qualified in its entirety by reference to, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Corporate History and Structure,” the audited consolidated financial statements as of and for the year ended December 31, 2022 and related notes included elsewhere in this prospectus. The unaudited pro forma consolidated financial information includes various estimates that are subject to material change and may not be indicative of what our results of operations or financial position would have been had such events taken place on the dates indicated, or of our results of operations expected for any future period.

Certain amounts shown in the Registration Statement or derived from the U.S. GAAP financial statements have been rounded or truncated as deemed appropriate by the management of our company. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.

Information in this prospectus regarding driving range is presented in both WLTP and EPA terms, which are commonly used in Europe and the U.S., respectively. All WLTP driving range data with respect to our current and future vehicles presented in this prospectus are based on internal estimates or targets. Actual ranges or certified ranges may differ materially from our estimated or targeted range and from estimated and certified ranges prepared using other methodologies. For example, estimated and certified WLTP ranges may differ materially from estimated and certified EPA ranges . WLTP ranges are often, but not always, longer than EPA ranges. In addition, in all cases, actual driving ranges may vary from internal estimates and certified ranges for various reasons, including driving patterns and conditions, how an EV is maintained and other external factors.

iii

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ordinary shares discussed under “Risk Factors.”

Who We Are

We are VinFast, and our goal is to be a leader in the future of Smart Mobility through our intelligent, thoughtful and inclusive EV platform. We aim to foster a cleaner and more sustainable approach to 21^st century mobility that is evolutionary and revolutionary.

We are bold, decisive and eager to advance our product and platform.

We aim to constantly push boundaries in our approach to technology, service innovation, customer engagement and manufacturing excellence, all for the sake of delivering an exceptional customer experience.

Our mission is to help create a more sustainable future for all. We aim to help sustain our planet by accelerating the switch to electric vehicles with an inclusive, premium product line and unique service platform. We envision a world where a top-tier electric vehicle-driving experience is accessible to all. We have already begun delivering on that vision today with our line of all-electric sports utility vehicles (“SUVs”), readying us for the new era of VinFast, one focused on global expansion and creating a sustainable future.

At VinFast, our motto is “boundless together.” It is representative of the adventurous and inspired feeling we want our drivers to experience every time they take the wheel, a precept of our approach to manufacturing, an affirmation of our limitless desire to reach new heights with the products we create, our effort to build a sustainable future and our enthusiastic re-shaping of the electric vehicle driver experience. In that spirit, we are breaking boundaries by focusing on the future, setting out on new journeys as one team (maker, driver, partners) and sharing the VinFast vision along the way. We are constantly innovating from a technology and driver experience perspective and are ready to push forward towards a sustainable future. With that said, we recognize that we cannot do this alone, and we urge those who share this desire to unite with us on our journey to a brighter and greener future.

Come join the charge with us.

Our Business

We are an innovative, full-scale mobility platform focused primarily on designing and manufacturing premium EVs, electric scooters (“e-scooters”) and electric buses (“e-buses”). Our initial EV product line is an all-new range of fully-electric A- through E-segment SUVs, the first of which began production in December 2021. We focus strategically and exclusively on EVs and fully phased out production of ICE vehicles in 2022 in order to execute on our vision of creating an e-mobility ecosystem built around customers, community and connectivity alongside our new vehicle roll-out. We plan to deliver on this strategy by leveraging our manufacturing expertise and strong track record of producing ICE vehicles and e-scooters. We started producing e-scooters in 2018, passenger cars (ICE vehicles) in 2019 and e-buses in 2020. We have delivered approximately 93,000 vehicles (primarily ICE vehicles) and over 162,000 e-scooters through the end of December 2022. Innovation is at the heart of everything we do. We focus on achieving operational efficiency and technological integration, and we seek to continuously improve our processes to deliver world-class products.

We plan to begin selling our electric SUVs in key global markets in 2023. Our initial target markets are the U.S. and Canada in North America and France, Germany and the Netherlands in Europe. We will also continue to target our existing market in Vietnam. Our target markets are expected to offer an expected total addressable market (“TAM”) of $1.3 trillion by 2028, which would represent an annual shipment of approximately 34 million vehicles, according to Frost & Sullivan. We see these geographies as vital to our strategy, with significant momentum and positive forces driving the switch to EVs across vehicle segments. Specifically, we believe the A- through E- electric SUV segments will lead the EV revolution and drive profitable growth in the near and long term across the automotive market. While we are currently focused on these segments, we continue to evaluate the full spectrum of vehicle types for future product development. We believe our vehicles are differentiated, especially across the emerging EV space, through our premium-quality product offering, including advanced technology and new-mobility features for our drivers, a fashionable and luxurious design, and our comprehensive Smart Services solution. We expect to remain competitive by focusing on SUVs, the most popular consumer vehicle segment, and including in our products top tier technology and luxurious outfitting that is not standard for similar vehicles at our price points. We strongly believe in the future of smart mobility and strive to provide the VinFast platform as an access point to that future.

Our VF 8 (D-segment) and VF 9 (E-segment) models are our first electric SUVs to be offered in North America and Europe. Since we introduced these models at the Los Angeles Auto Show in November 2021, they have been showcased at the International Electric Vehicle Symposium, Consumer Electronics Show, New York Auto Show, Paris Motor Show, Montreal Auto Show and Canadian International Auto Show. We currently offer two trims of the VF 8 and VF 9: Eco and Plus. The Eco trim offers a longer driving range than the Plus trim with standard features. The Plus trim offers higher horsepower and luxury features including a panoramic glass roof, leathered upholstery, a power-assisted tailgate and captain’s chairs for the second row. We began U.S. deliveries of the VF 8 in March 2023 from our initial U.S. shipment of 999 VF 8 “City Edition” vehicles in both Eco and Plus trims. In the coming months, we plan to begin delivering the VF 8 with enhanced driving range in North America and Europe, which uses battery components that we expect will result in a longer driving range than the VF 8 “City Edition.” The “City Edition” was our first version of the VF 8 to go through the relevant testing and approval processes in the U.S. and therefore completed those processes and was available for delivery sooner than the VF 8 with enhanced driving range. We offered a $3,000 discount on the VF 8 “City Edition” to select customers who had made reservations for the VF 8 in the U.S. The “City Edition” is also available on a 24-month lease basis for California residents only. Customers were given the option to receive the “City Edition” at the discounted price or maintain their existing reservation for the VF 8 with enhanced driving range. We have no plans for future offerings of the VF 8 “City Edition” in North America or Europe but will continue to offer this VF 8 “standard driving range” option in Vietnam. We plan to deliver the VF 9 in North America in 2023 and in Europe in 2024. We also target to roll out additional features for the VF 8 and VF 9 through 2024, including sustainable and premium materials for interior vehicle components, new smart features and enhanced advanced driver-assistance systems (“ADAS”). As of December 31, 2022, we had approximately 55,000 reservations for the VF 8 and VF 9 globally (of which approximately 39,000 reservations are in Vietnam).

We introduced the VF 5 in Vietnam in December 2022 and received approximately 3,300 reservations in the first nine hours. The VF 5 is our A-segment electric SUV for the Vietnam market that offers dynamic youthful styling, targeting first-time, budget conscious buyers. At the 2023 CES, we unveiled our forthcoming VF 6 and VF 7 models. The VF 6 is our B-segment electric SUV for the family-oriented driver. The VF 7 is our driver centric C-segment electric SUV, accentuated by its futuristic styling. We plan to open reservations for the VF 6 and VF 7 in the first half of 2023.

We have achieved a great deal in our short history. Following the founding of our company in 2017, we achieved start of production of our first ICE vehicle in only 21 months. As a new entrant and the first Vietnamese automotive original equipment manufacturer (“OEM”), we have partnered with top-tier global companies, including Magna Steyr Fahrzeugtechnik AG & Co KG (“Magna”), Tata Technologies and Pininfarina S.p.A. (“Pininfarina”) to accelerate the integration of industry best practices into our processes. Deliveries of our first

fully-electric SUV, the VF e34, began in Vietnam in December 2021 and deliveries of the VF 8 began in Vietnam in September 2022. In 2022, we sold approximately 7,400 EVs, all in Vietnam, of which approximately 4,000 were VF e34s, approximately 3,200 were VF 8s and more than 100 were e-buses. As of December 31, 2022, we had reservations for nearly 70,000 VF e34, VF 5, VF 8 and VF 9 EVs globally, the majority of which were reservations for the VF 8 and VF 9 models in Vietnam. Approximately 25% of the reservations had non-refundable reservation fees and the remainder were cancellable reservations with a nominal amount of refundable reservation fees. First deliveries of the VF 5, VF 6, VF 7 and VF 9 are targeted for 2023. See “Risk Factors — Risks Relating to Our Business and Industry — Our long-term results depend upon our ability to successfully introduce and market new products and services, which may expose us to new and increased challenges and risks.”

We quickly established significant brand recognition in Vietnam and within 18 months from product launch, we gained the leading market share in Vietnam for each of our product segments, based on management’s analysis of publicly available data. This share was acquired from the incumbent global vehicle brands from Asia, Europe and North America that have historically dominated the Vietnamese market prior to our arrival. Since our establishment, we have gained significant experience in manufacturing at scale, which has helped us swiftly incorporate EVs into our existing assembly lines. Like other entities within the Vingroup family of companies, turning early-stage businesses into market leaders through top-tier execution and leadership is a hallmark of our approach to business.

We are a majority-owned affiliate of Vingroup, one of the largest companies listed on the Ho Chi Minh Stock Exchange with a combined market capitalization of approximately $21.5 billion as of January 31, 2023 across Vingroup and all of its listed subsidiaries, which together contributed 1.1% to Vietnam’s GDP in 2022 based on their 2022 consolidated revenue. Led by Chairman Pham Nhat Vuong, Vingroup is the largest conglomerate in Vietnam with market-leading, fast-growing businesses that span the industrials, technology, real estate and social services sectors in Vietnam. Vingroup has a nearly 30-year operating history and strong track record of improving the daily lives of consumers through applied technology. As of December 31, 2022, approximately $8.2 billion has been deployed to fund operating expenses and capital expenditures of VinFast since 2017 by Vingroup, its affiliates and external lenders. Vingroup remains a committed sponsor of our growth and success. We believe our ongoing relationship with Vingroup is a significant competitive advantage, most notably through shared expertise and software co-development among more than 1,100 engineers in the Vingroup ecosystem who collectively help produce differentiated technology for VinFast vehicles.

We have collaborated with cutting-edge technology companies to leverage our existing core competencies, including collaborations with NVIDIA, Mobileye, BlackBerry, Erae AMS (“Erae”), Quanta Computer Inc. (“Quanta”), and Vector Informatik GmbH (“Vector”) on our ADAS, Aptiv, AVL List GmbH (“AVL”) and FEV on certain components of our powertrain and battery, and Amazon Alexa for our Virtual Assistant. In October 2022,

we also entered into a memorandum of understanding (“MOU”) with Contemporary Amperex Technology Co., Limited (“CATL”) to collaborate in the development and production of CATL integrated intelligent chassis (“CIIC”) skateboard chassis products that integrate battery packs, electric motors and other core systems and components of an EV into a single layer at the bottom of the vehicle, with the goal of reducing manufacturing costs, vehicle weight and energy consumption and maximizing cabin space. Similarly, we source our battery components from a variety of suppliers including Samsung SDI, CATL and Gotion Inc. (“Gotion”).

We have a strategic partnership with VinES Energy Solutions Joint Stock Company (“VinES”), a subsidiary of Vingroup, which is intended to cover the full spectrum of battery R&D, manufacturing, testing, performance and cost optimization and battery recycling once VinES fully ramps up its operations. VinES plans to be a fully integrated battery cell and pack manufacturer and is developing its own battery cell technology and battery cell production capabilities in Vietnam. As affiliates in the Vingroup ecosystem, VinES is expected to grow in lockstep with us to remain a tier 1 supplier of batteries to us as we expand. To that end, another of our Vingroup affiliates has made an investment in ProLogium, a manufacturer of next-generation solid-state batteries, which we believe will lead to future opportunities for us and VinES to collaborate in applying next-generation solid-state battery technology to VinFast vehicles. We believe our partnership with VinES reduces uncertainties associated with reliance on unrelated third parties outside of the Vingroup ecosystem for batteries. VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. In October 2022, VinES and Li-Cycle APAC Pte. Ltd. (“Li-Cycle”) entered into a letter of intent (“LOI”) with respect to a global recycling partnership, which includes exploring global recycling solutions for VinES and VinFast that support the companies’ ESG strategy and shared vision to advance a sustainable, closed-loop battery supply chain, and in particular, the establishment of recycling facilities. In addition, VinES has sought to partner with suppliers of raw materials used in the production of batteries, including entering into MOUs with each of Cavico Lao Mining, Red Dirt Metals Limited and Alliance Nickel Limited for the supply of certain raw materials, including critical minerals.

We seek to build a strong connection between our drivers, our brand and our service ecosystem to create the “VinFast Lifestyle,” facilitated by the technology framework we have created. As part of this lifestyle, we want to ensure that every driver experiences a true sense of community and is a swipe-of-an-app away from reliably connecting with our service network. Our technology framework aims to remove the anxieties associated with owning an electric vehicle, which is paramount to the VinFast Lifestyle. Our VinFast services program, called “VinFast Service,” has been designed to provide a seamless and ever-ready suite of service products and offerings conveniently available at the driver’s fingertips through our companion app. Our unique warranty offering of up to 10-year /125,000-mile demonstrates our commitment to quality and reliability in our vehicles and underpins the trust we seek to establish between our brand and community.

With the VinFast Lifestyle in mind, we aim to deliver greater flexibility to our drivers when choosing to own a VinFast EV. We offer a battery subscription program that gives customers the flexibility to lease the battery in their EV from VinFast, rather than purchase the battery with the vehicle. This battery subscription program is available in select markets (primarily Vietnam) and models, and sales made under this program are expected to be made primarily in Vietnam. We currently expect the majority of our sales in North America and Europe in the medium- and long-term to be for EVs with batteries included. According to Frost & Sullivan, battery subscription programs, such as ours, could reduce the upfront cost of an EV by 10% to 30%. Our battery subscription program, where available, is intended to supplement our primary model of outright sale of the full chassis and battery and to provide an alternative that makes our EVs accessible at a lower, more inclusive up-front price point. We also offer our customers the option to lease our vehicles through third-party financing partners. In the U.S., pursuant to the Inflation Reduction Act of 2022 (the “IRA”), customers opting to lease vehicles from our U.S. financing partners, where available, may indirectly benefit from the clean vehicle credit of up to $7,500 off that could be used by our financing partners to reduce the lease price of qualifying VinFast

vehicles. We plan to monitor market demand and peers’ product offerings on an ongoing basis and adjust our go-to-market strategy dynamically with an aim of ensuring that VinFast EVs and the VinFast Lifestyle remain accessible.

Our service experience will utilize both a remote diagnostic and mobile in-person approach, allowing for ease of digital access and the reliability of a physical service presence. We expect that the majority of our service interventions will take place directly where our drivers are located, either through mobile service or remote, over-the-air (“OTA”) updates. We expect our mobile service to be supported by our fleet of EV vans and our technicians are expected to carry out most of their work where the customer is located. We believe our customers will also benefit from the technical capabilities of our directly owned and operated centers. We have also partnered with Urgent.ly to provide roadside assistance to our customers in the U.S. and Canada as part of their warranty coverage.

Our companion app is at the center of our service offering, leveraging our cloud-based digital ecosystem to create a simple and comprehensive interface for drivers with support for service requests, charging station locations and access to remote safety or control features of their vehicles, such as starting the engine remotely. The companion app is intended to provide end-to-end digital features, defined by seven key feature categories, including sales, vehicle controls, charging, navigation, invisible service (e.g. booking service appointments, roadside assistance and firmware for OTA updates), smart vehicle functions (e.g. valet mode) and smart ownership functions (e.g. managing driver profiles, payments for charging services and paid-OTA updates). Our companion app and in-vehicle navigation system are also expected to be integrated with Electrify America’s application programming interface (“API”) data feed. This will enable our customers in the U.S. to locate the nearest charging stations, authenticate charging transactions, set charge levels, make payments, check the charging status of their vehicles and obtain transaction history. We pay Electrify America a recurring annual fee for these non-exclusive API services. See “Business — Integrated Service Offering.”

Meanwhile, our VinFast Power Solutions program is expected to enable stress-free at-home smart charging and seamless connectivity to an extensive charging network through our companion app when away from home. Our U.S. customers will have access to the Electrify America and EVgo networks of EV charging stations. Our non-exclusive charging network program agreement with Electrify America also entitles our customers to discounts and other promotional benefits such as complimentary charging sessions when using Electrify America’s charging station network.

Our vehicles are manufactured at our highly automated manufacturing facility in Hai Phong, Vietnam, which is the third-largest city in the country and situated just over 60 miles outside of Hanoi. Opened in 2019, our automobile manufacturing facility currently has a maximum production capacity rate (i.e. maximum number of vehicles that can be constantly manufactured in a year with additional shifts per day throughout the year) of up to 300,000 EVs per year, is situated in a land area of 348 hectares, and is a beneficiary of multiple tax incentives being located in the Dinh Vu-Cat Hai Economic Zone. This facility, which we believe is one of the most highly automated and modern manufacturing facilities in Southeast Asia, is equipped with over 1,400 robots and has the capacity for highly automated production lines that reach automation levels of 90% and 95% for press and paint shop, respectively. The press shop is capable of producing up to 38 frames per hour. The technology in this facility is also sourced from automated production providers, such as KUKA, ABB, Siemens and Durr. We believe this automation is a hallmark of our integrated capabilities across VinFast. This facility was used in the past to produce our legacy ICE vehicle lineup and now exclusively produces our VinFast EVs, e-scooters and e-buses. When our factory was built, we designed our manufacturing facility to incorporate a high degree of operational flexibility to accommodate the parallel production of our full suite of vehicle models. This foresight has allowed us to seamlessly switch from ICE to EV production and will be critical to our expected operational flexibility for producing multiple SUV models on the same assembly line simultaneously. From a logistics perspective, we are confident in our outbound shipping capabilities to global locations from our Hai Phong

facility, given it is directly next to the Lach Huyen port in Vietnam, with significant access to global roll-on/roll-off cargo shipping partners. The Lach Huyen deep-sea port, which opened in 2018 with 14 meters of depth and has a capacity of 100,000 deadweight tons (“DWT”), is one of the deepest and largest ports in the country.

Bolstering our manufacturing operations in Vietnam is an on-site, integrated supplier park in Hai Phong that facilitates reliable and cost-effective collaboration with our partner-suppliers, as well as logistical efficiency for parts and supply to our factory shops. Our manufacturing operations in Vietnam have a significant cost advantage for sourcing key supplies and components because we source approximately 60% of the components for our EVs (excluding batteries) from suppliers in Vietnam, most of which are established international suppliers, based on the total value of parts produced or packed in Vietnam as a percentage of the total free-on-board cost of our vehicles (excluding batteries) as of December 31, 2022. There are a number of key suppliers on-site in Hai Phong, including FORVIA, Lear Corporation and Grupo Antolin (“Antolin”). We also have plans to expand our integrated supplier park in Hai Phong with additional suppliers from Korea and China. In addition to the supplier park, some of our suppliers are located directly on our general assembly line, ensuring full integration and alignment across the manufacturing process. Outside of our on-site supplier park, we have relationships with approximately 650 additional suppliers globally. One of our most important partners and a subsidiary of Vingroup, VinES, is a key battery pack supplier to us and is in the process of developing battery cell production capabilities in Vietnam. We intend for VinES-produced battery cells to eventually be included in the battery packs that VinES supplies to us. VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. The supplier park and strategic supply chain have been beneficial to us in navigating and mitigating supply chain issues in the automobile industry in recent months. We believe we have been early and proactive in managing our supply chain and are focused on a diversified approach, particularly in our battery sourcing. We also have a dual-design approach to chip integration, which allows us to achieve the same functionality across vehicles with a variety of chip manufacturers. The flexibility we have built into our vehicles allows for diversification across the supply chain, without reliance on a single supplier for critical vehicle parts.

We believe that we have laid the groundwork to achieve future profitable growth through automation, access to a low-cost labor and talent pool in Vietnam, and the ability to achieve economies of scale through our mass market approach and volume efficiencies with suppliers. Our existing and fully automated manufacturing facility has the potential to be a significant competitive advantage for us as we rollout new vehicle platforms in the coming years. Relative to other geographies, Vietnam offers a very competitive cost of labor and a technically-skilled labor force, and we believe we have ample experience in automotive production, supplier management and optimizing operating efficiencies to produce greater margin benefits. We believe that targeting the highest-growing segments of the market, with our ability to produce vehicles at scale, will provide clear economies of scale from a supply and production standpoint. Our investments in our operational and manufacturing capabilities have allowed us to create structural levers for growth and give us confidence in our path to profitability.

In 2022, we entered into a series of agreements with North Carolina state and local authorities to build a manufacturing facility spanning across a site measuring approximately 712 hectares in Chatham County, North Carolina. Commissioning of the facility is targeted for 2025. The facility is expected to have an annual capacity of 150,000 vehicles per year. We believe this facility will help to diversify our manufacturing footprint in a critical growth market where we plan to expand and can enable us to take advantage of available state and local incentives. Additionally, our customers in the United States (“U.S.”) may be able to take advantage of U.S. federal tax credits once our North Carolina facility commences operations and final assembly of our vehicles, subject to, among other things, their income eligibility as well as our ability to meet requirements on battery components and critical minerals. We aim to replicate the successes of our Hai Phong facility as we extend our manufacturing footprint to the U.S. We intend for our North Carolina facility to have the same high level of

automation and flexibility as our Hai Phong facility, closely situated supplier-partners and an integrated supplier park and supply chain.

To launch our products in international markets, we are currently employing a direct-to-consumer (“D2C”) sales model built around a personalized and approachable experience, whether via our customer app, online through our virtual showrooms and VinFast website, or alternatively, in person at one of our branded, fully-owned VinFast showrooms across the globe. We are also exploring potential partnerships with distribution agents, dealers and service partners to broaden our reach to markets and customers. Our global roll-out plan will focus on North America and Europe in the medium-term. As of December 31, 2022, we have opened 11 showrooms in the U.S., all of which are in California, two showrooms in Paris, France, one showroom in Cologne, Germany and eight showrooms in Canada, all of which are operated by us. In Vietnam, we have 88 showrooms as of December 31, 2022, of which 57 showrooms are owned and operated by us and the remaining are opened in collaboration with our dealers. We plan to roll out three different showroom models (1S, 2S and 3S), each adapted for the intended customer experience, with smaller showrooms for consumer education in high footfall traffic areas and more traditional showrooms with test-driving capabilities in targeted areas. Our showrooms serve as a place for customers to experience the VinFast brand and products, to meet as members of the VinFast community and as a hub for VinFast service solutions. This online-to-offline (“O2O”) sales model is a key facet of our business strategy.

Our commitment to environmental, social and governance (“ESG”) initiatives is institutionalized through a thoughtful, comprehensive and forward-thinking ESG strategy. Our products are meticulously designed with a low-to-zero emission framework and to minimize impact on the environment. We have adopted industry best practices to reduce our carbon footprint and target best-in-class environmental standards. As we lead the charge to a brighter, greener and safer future, we plan to leverage our social and governance policies as key catalysts for achieving our vision. Our social policies reflect our commitment to our customers, employees and communities, while our governance structure reflects our core values of fairness, efficiency, accountability and transparency. We seek to periodically validate our progress in honoring our ESG commitment and to identify areas for improvement. As part of this effort, in 2022, we engaged Morningstar Sustainalytics to perform a broad-based Corporate ESG Assessment of our company covering seven distinct ESG categories: carbon – product and services; human capital; product governance; business ethics; carbon-own operations; human rights – supply chain; and corporate governance. We received an overall indicative Corporate ESG Assessment score of 23.3, which places us in the “medium risk” category as of July 2022. Our indicative score would place us in the top 10 (9th ranked out of 72) of automobile companies and having the top ESG rating (lowest potential risk) compared with other pure EV car companies, in each case among companies assessed by Sustainalytics.

We are led by a keenly focused management team that is highly motivated to deliver on our mission of making EVs smarter and more inclusive. Our Global CEO, Le Thi Thu Thuy, also holds the position of Vice Chairwoman of Vingroup and was one of the key Vingroup executives behind the push into vehicle manufacturing. She was responsible for the formation of VinFast and led the execution of a startup plan from the ground up in 2017, with our first vehicles delivered only 21 months later. She has built a highly experienced, diverse and globally sourced team to execute our strategy. This team includes veterans from the automotive and technology industries with an average of nearly 28 years of relevant industry experience. Our entrepreneurial and innovative culture from the top down in our organization is driven by our core belief that we are “boundless together.”

We had net losses of VND18,950.2 billion, VND32,219.0 billion and VND49,848.9 billion ($2,111.2 million) in 2020, 2021 and 2022, respectively, and total debt (which is our short-term and current portion of long-term interest-bearing loans and borrowings and long-term interest-bearing loans and borrowings, excluding borrowings from related parties) of VND56,204.5 billion ($2,380.3 million) as of December 31, 2022.

Smart Mobility and the VinFast Differentiators

Our full-service driver and ownership experience is a hallmark of the VinFast brand and built around the concept of Smart Mobility, which we believe differentiates us from our competitors. To us, Smart Mobility encompasses the following:

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Premium Quality Product

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Thoughtful design for a boundless premium experience – We evoke EMOTION and PASSION between driver and car

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Top-of-the-line vehicle lineup – We offer a LUXURIOUS and STYLISH product line with skilled craftsmanship in every detail

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“TECHNOLOGY FOR LIFE” – We embrace PERSONALIZATION and CONNECTIVITY with a full suite of standard smart infotainment features including a heads-up display, virtual personal assistant, in-car commerce and mobile office capabilities, creating a space for lifestyle between home and office

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Sustainability – We aim to deliver our products RESPONSIBLY to help promote a greener world for us all

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Steadfast focus on meeting world-class safety standards – We focus unwaveringly on SAFETY

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Inclusive Price

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ACCESSIBILITY – We seek to offer our products in a more approachable and accessible way relative to closest EV peers to help increase opportunities for greater EV adoption globally

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We offer high performance, luxurious features, premium quality, an advanced suite of enhanced technology and cutting-edge engineering execution at a COMPETITIVE price point

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FLEXIBLE purchase options, including own, lease, and our battery subscription program, where available, to suit any customer’s preference

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Peace-of-Mind Ownership Experience

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Our goal is to provide BEST-IN-CLASS after-sale service with up to 10-year / 125,000-mile warranty and 24/7 roadside assistance

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WORRY-FREE experience through our “VINFAST SERVICE” model with remote and mobile service offerings

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EASE-OF-ACCESS to our network of service showrooms and integrated suite of EV charging solutions through VinFast Power Solutions and partners such as Electrify America, EVgo, Bosch, Blink Charging Co. (“Blink”), Flo and ChargeHub.

Our Business Strengths

We believe we are well-positioned to achieve our strategic goals through several key business strengths, including the following:

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building our international expansion plan. Not only do we forecast an increasing secular shift to EVs, but we have also studied our key growth markets and targeted the SUV segment initially, the segment of the passenger light vehicle market with the highest expected growth in demand. As customer demand increases for long distance travel, larger in-vehicle space and larger storage space, Frost & Sullivan expects the B, C, D, and E vehicle segments to grow globally at 2.3%, 1.6%, 5.8% and 7.9% CAGRs, respectively, from 2022 to 2028. Our TAM is forecasted to reach $1.3 trillion, representing an annual shipment of approximately 34 million vehicles, by 2028, according to Frost & Sullivan. We believe we are reaching the fastest growing market at a competitive price point relative to our closest EV peers. The F&S Customer Survey conducted in February 2022 found that customers who have placed reservations for VinFast EVs prefer our vehicles over those of direct peers mainly for our attractive design, inclusive price (taking into account our optional battery subscription program) and outstanding technology, with more than 74% of respondents selecting these as the most important factors influencing their reservation decision. We believe our pricing model, providing luxury-level features and premium quality at a competitive price point, positions our EV platform for achievable penetration of our addressable market, through the potential for conversion of a greater number of ICE drivers into new EV drivers. We have seen success in this conversion effort thus far. A majority of our U.S. customers who placed reservations for VinFast EVs and participated in the F&S Customer Survey are switching from ICE vehicles to a VinFast EV. As of the time of the survey in February 2022, over 69% of F&S Customer Survey respondents owned at least one car and over 89% of respondents owned ICE vehicles. Given our strategic focus on EVs, we have tailored our business model to target segments that we believe will achieve the highest growth and profitability across the EV spectrum.

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Attractive Lineup of Skillfully Engineered, Luxurious Electric SUVs: Our comprehensive lineup of EVs, highlighted by the VF 8 and forthcoming VF 5, VF 6, VF 7 and VF 9, is designed to enhance and complement the lives of our drivers through their lifestyle-friendly design. Incorporating high quality craftsmanship, alongside our proprietary tech-forward infotainment system, we aim to provide a luxurious, advanced and customizable offering of the features that EV drivers have come to desire. Every decision that we make in the design of our vehicles is framed with the driver in mind – from our spacious seats to the colored heads-up display, simplistic dashboard and personal assistant interface, we expect the VinFast system to become fully integrated into our drivers’ lives. On the exterior, our signature lighting that frames our “V” logo sweeps out to the corners of the car and powerfully exudes our brand. The overarching character of our vehicles provides a comfortable and modern feel, while making a powerful statement on the VinFast Lifestyle. In addition, we plan to introduce new features for the VF 8 and VF 9 in the next two years to provide a comprehensive and higher-end product offering, focusing on sustainable materials and adding more premium features such as higher-end interior materials, elevated smart features and enhanced ADAS.

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Innovation-Driven, Technology-Centric Platform: We offer integrated, state-of-the-art technology across our vehicle segments and in our associated mobile application platform. Our platform was built with the philosophy of “technology for life,” driven by the belief that technology should enable the safest, most driver-friendly experience possible. To us, “technology for life” involves being thoughtful with our design features and R&D efforts, while maintaining a strategic focus on the highest value and most practical features to support our customers’ needs. Our development teams work with well-established engineering service providers and suppliers of high-quality components to research and develop differentiated and personalized features, such as virtual assistants, in-car e-commerce, in-car entertainment, facial recognition, voice biometrics and more to create a truly personalized driving experience. With safety being of paramount importance, our heads-up-display, standard across all VinFast EV models, helps to ensure drivers’ eyes remain on the road to avoid the distraction of looking at consoles or panels below. In addition, we are focused on including the latest practical safety features through our ADAS implementation. Each of the vehicles that we currently plan to launch are planned to be offered with ADAS Level 2 capabilities. We plan to introduce certain components of ADAS Level 3 as

optional features for our vehicles in 2024 and to progress to ADAS Level 4 capabilities in the longer term. Our technology platform provides ancillary revenue stream opportunities for VinFast over the ownership cycle, including features available for a monthly subscription fee.

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Differentiated Ownership Experience to Drive Brand Loyalty: Our vision is to transform the traditional vehicle ownership model into a customized experience for our drivers, thereby increasing brand loyalty and adding more value to our drivers. We aim to do this through four key initiatives: our cloud-based companion app, unique warranty offer, VinFast Service program and VinFast Power Solutions. We intend for our app to allow for a fully-connected experience and act as a hub for owner-to-owner interaction, vehicle service, infotainment connectivity and more. Our comprehensive warranty of up to 10-year / 125,000-mile, including our roadside assistance package, demonstrates our commitment to the quality of our products. Our VinFast Service program will aim to bring best-in-class convenience to our customers through remote care (diagnostics and virtual repairs), mobile services (provided by a fleet of EV vans) and roadside assistance, all of which will be accessible through our customer app and our 24/7 service centers. Finally, through our VinFast Power Solutions, we aim to alleviate anxiety around charging and autonomy by offering at-home smart charging solutions coupled with access to an extensive charging network through our e-mobility platform.

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Flexible Offering at an Inclusive Price Point: We believe that providing a flexible, high-quality product offering at an inclusive price point is critical to our “boundless together” philosophy. This philosophy offers the benefits of EVs to a broader population than possible today, which we believe will provide flexibility for us to capture market share. Our inclusive pricing model differentiates us from most OEMs in the market today that are pursuing the higher-priced premium segment. We target a broader market and, according to Frost & Sullivan, offer a lower total cost of ownership (“TCO”) proposition compared to the average of our peers, without compromising on our design or technology suite. We believe we deliver this value not only through our competitive pricing relative to peers but also through our flexible ownership options, including through vehicle leasing with third-party partner banks and our battery subscription program for select markets (primarily Vietnam) and models, to reach a broader driver and ownership base. We have multiple advantages that allow us to maintain price competitiveness, including our highly-automated manufacturing facility, our access to a low-cost labor base in Vietnam, our well-diversified supplier base, relatively favorable tax environment and established trade agreements between Vietnam and the U.S., EU and other major global markets. These relative strengths have allowed us to build a competitive cost structure that enables our inclusive pricing model.

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Demonstrated Speed to Market and Ability to Execute: We have demonstrated our ability to deliver on market capture and brand building within Vietnam. With our initial line of ICE vehicles, we reached start of production within 21 months from company inception. Within 18 months from product launch, we gained the leading market share in Vietnam for each of our product segments, based on management’s analysis of publicly available data, taking market share from global automotive OEMs from Europe, the U.S. and Asia who have historically dominated these segments. From a product launch perspective, we had great success with the launch of our VF e34, Vietnam’s first EV that we pioneered in 2021, setting records in Vietnam by receiving over 25,000 reservations within 3 months of accepting reservations, and receiving more than 417,500 organic discussions on social media in the two days following the announcement. The VF e34 was voted the “Green vehicle of 2022” and “Favorite C-segment CUV in 2022” by Otofun and among the top 10 best-selling vehicles in Vietnam in June 2022 according to Vietnamese Automobile Manufacturer’s Association (“VAMA”), TC Group and our public sales report. Similarly, our “The Future is Now” delivery event for the VF 8 at our manufacturing facility in Hai Phong in September 2022 was featured by over 700 news outlets and received over 8.5 million views on social media platforms. We believe our success in Vietnam has been enabled by our flat organizational structure, quick decision-making, and strong cooperation with internal and external parties. Our appearance at CES in January 2022 where we unveiled our VF 8 and

VF 9 models, which was posted on various social media platforms and websites, received 7.7 million views in aggregate across social media platforms and websites within the first 48 hours of the unveiling. We have been featured by approximately 2,500 international and local media outlets, reaching a global audience of approximately 10 million with over 21 million impressions. After we debuted our planned EV lineup at CES in January 2022, we began accepting reservations globally for our VF 8 and VF 9 models and received approximately 24,000 reservations in the first 48 hours. We started accepting reservations for the VF 5 in December 2022 and plan to begin accepting reservations for the VF 6 and VF 7 in the first half of 2023. Deliveries of the VF 5, VF 6, VF 7 and VF 9 are expected in 2023.

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Highly Automated Manufacturing Capabilities: We produce vehicles out of our factory in Hai Phong, which we believe is one of the most highly automated and modern manufacturing facilities in Southeast Asia. Our manufacturing facility opened in 2018 and has supported the production of eight vehicle models (four ICE models, one e-bus model and three EV models) and nine e-scooter models with 16 different variants. The automobile manufacturing factory has a maximum production capacity rate (i.e. maximum number of vehicles that can be constantly manufactured in a year with additional shifts per day throughout the year) of up to 300,000 EVs per year and a lean production capacity rate (i.e. the number of vehicles that can be constantly manufactured in a year without additional shifts) of up to 250,000 vehicles per year. In order to facilitate the volume expansion that we expect to achieve, we currently plan to expand our global maximum production capacity to a rate of up to 1,100,000 vehicles per year by 2026, and we anticipate the utilization rates to improve in line with our growing global production capacity and demand for VinFast vehicles. Both production volumes and capacity would be subject to market opportunities, demand, feasibility study, the availability of financing and timely completion of our capacity expansion projects. We believe our proven manufacturing capabilities will enable us to deliver on a global scale. In addition, we benefit from an integrated supplier park at our Hai Phong facility with our key partners on site, including FORVIA, Lear Corporation and others, which helps us achieve economies of scale, drive manufacturing optimization and reduce costs. We source approximately 60% of the components for our EVs (excluding batteries) from suppliers in Vietnam, most of which are established international suppliers, based on the total value of parts produced or packed in Vietnam as a percentage of the total free-on-board cost of our vehicles (excluding batteries) as of December 31, 2022. Our location in Hai Phong, the third-largest city in Vietnam and home to one of its largest deep-sea ports, provides a competitive advantage in logistics as we ship our vehicles across the globe. Additionally, in 2022, we entered into a series of agreements with North Carolina state and local authorities to build a manufacturing facility spanning across a site measuring approximately 712 hectares in Chatham County, North Carolina. Commissioning of the facility is targeted for 2025.

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Foundational Support from Vingroup: Our relationship with our corporate parent, Vingroup, affords us a superior competitive footing relative to other peers entering the electric vehicle market, especially through the partnership channels of Vingroup. Vingroup, together with VinFast’s shareholders, has provided substantial financial and strategic support to VinFast since our founding. As of December 31, 2022, approximately $8.2 billion has been deployed to fund operating expenses and capital expenditures of VinFast since 2017 by Vingroup, its affiliates and external lenders. We have benefited from access to the full range of intellectual property (“IP”) and R&D capabilities in the Vingroup technology ecosystem. One of the Vingroup companies that we expect will continue to play an integral role in our operation is VinES, one of our key battery partners. We have sourced battery packs from VinES since VinES commenced production of battery packs in the second quarter of 2022. VinES plans to be a fully integrated battery cell and pack manufacturer and is developing its own battery cell technology and battery cell production capabilities in Vietnam. As affiliates in the Vingroup ecosystem, VinES is expected to grow in lockstep with us to remain a tier 1 supplier of batteries to us as we expand. To that end, another of our Vingroup affiliates has made an investment in ProLogium, a manufacturer of next-generation solid-state batteries, which we believe will lead to future opportunities

for us and VinES to collaborate in applying next-generation solid-state battery technology to VinFast vehicles. We believe this may reduce uncertainties associated with reliance on unrelated third parties outside of the Vingroup ecosystem for batteries. VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. We may also benefit in the future from demand for EVs from our Vingroup affiliates. For example, Green and Smart Mobility Joint Stock Company (“GSM”), a new company founded by our Chairman, Pham Nhat Vuong, announced in March 2023 through Vingroup that it aims to offer EV and e-scooter rental and taxi services in Vietnam. The announcement stated that its fleet would consist of VinFast EVs and e-scooters, although no formal reservations, orders or sales have been placed or made to date.

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Experienced, Diverse and Entrepreneurial Management: Our leadership team is singularly focused on achieving the original goals set out by Vingroup when VinFast was founded: to establish a high-quality, globally recognized e-mobility EV manufacturer in Vietnam. We are led by Global CEO, Le Thi Thu Thuy, who also holds the position of Vice Chairwoman of Vingroup. With 25 years of experience, Ms. Le was one of the key Vingroup executives instrumental in the push for the creation of a tech-forward vehicle manufacturing company. She has assembled a deep bench of talent from the automotive, technology and finance industries, unified by the spirit of “boundless together” and dedicated to driving the electric vehicle revolution for VinFast. We also benefit from the diverse experiences of our senior management team who come from different industries, including those that have previously served in different roles in leading automotive and technology companies, such as BMW, Ford, General Motors, Toyota and McLaren.

Our Key Focus Areas and Long-Term Growth Strategies

Our long-term growth strategy is anchored on the following key pillars:

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Increase Global Reach to Meet Demand: Our strategy is to continue growing our global footprint into areas where we expect high EV demand growth.

The U.S., Canada and Europe, represent the largest addressable markets for our EVs, together expected to represent approximately 33% of the global EV market by 2028, according to Frost & Sullivan. We plan to target these markets concurrently as we roll out our initial line of EVs and expand our sales network through new showroom openings. Based on our current growth strategy and the expected market opportunity, we anticipate that North America and Europe will be of similar significance to us in the medium to long-term. Based on our current outlook for growth in demand for our vehicles, particularly in the B, C, D and E segments, we expect the VF 6s and VF 8s to account for the majority of our sales volume and the VF 8s and VF 9s to account for the majority of our EV revenue in the near-term.

We plan to expand both our physical showrooms and other sales efforts so that we can continue to provide greater access to our products and price points as market conditions warrant. We are also exploring potential partnerships with distribution agents, dealers and service partners to broaden our reach to markets and customers. In Phase One of our global roll-out, we are beginning in the U.S., Canada, Germany, France, the Netherlands and Vietnam. Concurrently, we expect to roll out our online platform across the globe to execute on our digital strategy to complement the in-person experience. Our website will allow for full customization of the vehicle and use virtual reality to allow for a near-tangible buying experience from the comfort of our customers’ homes. We plan to open more than 80 showrooms across North America and Europe by the end of 2023, which will either be owned and operated by us or opened in collaboration with our partners. In Phase Two, we plan to expand our penetration in our initial target markets of the U.S., Canada, Germany, France, the Netherlands and

Vietnam and to begin distributing VinFast vehicles in other markets globally, including other countries in Europe, the Middle East, Latin America and the Asia Pacific region, through partnerships with strategically selected distributors. In addition, we continue to build out our B2B strategy of entering into business relationships with large corporations and well-known leasing, mobility and short-term rental suppliers. Since the beginning of our global rollout, we have evaluated potential demand from the B2B customer segment and identified it as a meaningful contributor to our strategic vision. We believe that short-term rentals serve as valuable test drive opportunities for our vehicles that can drive more future owners to our online sales channel. In addition, we plan to offer insurance and maintenance services to expand our revenue streams, and may evaluate pre-owned and remarketing opportunities to further service our customers and financial service providers as part of our overall B2B strategy.

In the long term, we also plan to expand our footprint to the greater Southeast Asia region beyond Vietnam. After our initial global rollout to North America and Europe, we intend to expand our focus back to Asia where we believe the strength of our track record as a leading automobile manufacturer in Vietnam and the “Vingroup” brand can serve as a springboard to new successes in other countries in Southeast Asia.

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Notes:

Including VinFast-owned showrooms and partnership showrooms.

Pre-construction work for phase 1 of the Manufacturing Center in North Carolina commenced in the third quarter of 2022, with commissioning targeted for 2025.

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Continue Augmenting our “Technology for Life” Offering: We intend to remain at the forefront of automotive technology through our in-house R&D and external partnerships. We seek to deliver the best experience for our drivers with innovative customer-centric applications inside and outside the vehicles. We plan to continuously make our vehicles smarter over time through OTA system updates, and we intend to leverage the power of data to understand and serve our drivers better through artificial intelligence (“AI”). Through a network of renowned partners in various industries, we aim to continue creating a technology ecosystem that allows us to seamlessly adapt to the changing technology landscape broadly, and develop features with the driver in mind, such as adding additional languages on our voice assistant, more connectivity with mobile phones and more. We have more technologies and applications still in the pipeline (such as enhanced autonomous features with ADAS) and plan to incorporate them into our vehicles to constantly provide a state-of-the-art driving experience that we believe will attract new drivers to our brand, build brand loyalty with existing drivers and help VinFast stand out as a leader among our peers. Each of the vehicles that we currently plan to launch are planned to be offered with

ADAS Level 2 capabilities. We plan to introduce certain components of ADAS Level 3 as optional features for our vehicles in 2024 and to progress to ADAS Level 4 capabilities in the longer term.

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Innovate Our Commercial Approach to Drive Incremental Market Share: We intend to rapidly expand our sales network across the globe, while simultaneously building out after-sales infrastructure to support our drivers. We intend to approach the market with a significant social media presence, as well as traditional advertising and in-person showrooms. A large tenet of our growth strategy will come from our O2O customer engagement strategy, with the aim of allowing a high level of customization and personalization for our drivers. Customers will be able to engage with us online through our website and companion app, while our showroom network will provide an offline, tangible in-person experience. We believe continued direct engagement is important, not only though our membership program, but also through multiple touchpoints on social media. We believe the insights gained through direct interaction with our drivers will allow us to respond efficiently to customer needs in future vehicle feature development. Additionally, we plan to work with VinES on an ongoing basis to optimize our battery costs, in order to maintain our price point differentiation in the EV market.

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Expand Our Product Offering: We plan to continually evaluate the benefits of expanding our portfolio into other high-growth, high-demand EV segments in the future. We plan to introduce new features for the VF 8 and VF 9 in the next two years to provide a comprehensive and higher-end product offering, focusing on sustainable materials and adding more premium features such as higher-end interior materials, elevated smart features and enhanced ADAS. We also intend to evaluate expansion into segments such as sedans, pickup trucks and commercial electric vehicles. We have a track record of rolling out our vehicle platforms at a fast pace and aim to capitalize on market opportunities complementary to our platform. Our in-house development of new products is based on research on the demands of our drivers, and we are built to be nimble in responding to market opportunities. With respect to our current anticipated all-electric SUV product line, in addition to the VF e34 (C-segment) rolled out in 2021 and the VF 8 (D-segment) rolled out in 2022, we plan to begin delivering the VF 9 (E-segment), VF 5 (A-segment), VF 6 (B-segment) and VF 7 (C-segment) in 2023. The VF 5, VF 6 and VF 7 were recognized on Forbes Wheels’ list of “The 10 coolest cars from CES 2022.” We selected high-growth markets for these vehicles based on our evaluation of market size and demand opportunity, and we will use the same level of scrutiny in conducting our market research to determine how and when to expand into new product lines and new markets.

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Enhance and Refine Our Service Offering: Building on our customer-centric mindset throughout our development and commercial processes, we plan to continue expanding and improving our service offering. As we continue to expand into additional geographies globally, we plan to build upon our service network and mobile service platform to ensure on-demand coverage for all drivers. Given our vehicles are OTA-upgrade enabled, we intend to continue developing technology to make servicing a remote or hands-free process to the greatest extent possible. Along with expanding our service offering, we expect to add incremental charging partners to our network, ensuring seamless and accessible charging.

•

Pursue Enhanced Manufacturing Automation and Capacity Expansion: We plan to expand our global maximum production capacity to a rate of up to 1,100,000 vehicles per year by 2026 (assuming the realization of expected growth in demand for our EVs and the availability of financing for, and timely and on-budget completion of, capacity expansion projects). This expansion is expected to come in the form of investments in technology, equipment and infrastructure to add manufacturing capacity within our existing facility in Hai Phong, as well as opening an additional factory in the U.S. In 2022, we entered into a series of agreements with North Carolina state and local authorities to build a large-scale manufacturing center at the Triangle Innovation Point megasite in North Carolina’s Chatham County. Pre-construction work for phase 1 of the factory commenced in the third quarter of 2022, with commissioning targeted for 2025. Phase 1 of the facility is expected to have an initial capacity of 150,000 vehicles per year, with the site, layout and infrastructure of the facility designed to

accommodate further capacity expansion to 250,000 vehicles per year upon completion of phase 2. We believe this facility will help diversify our manufacturing footprint in a critical growth market where we plan to expand and take advantage of applicable state and local incentives. We plan to continue to manufacture our vehicles in Vietnam and export them to the U.S. to fill U.S. orders until our North Carolina facility commences production and meets our U.S. volume requirements. In addition, we plan to continue improving the efficiency of our manufacturing process with the implementation of additional automated technology throughout the entire manufacturing value chain, which we believe is already conforming to Industry 4.0 standards of interconnectivity, automation, machine-learning and real-time data processing incorporation.

•

Broaden Our Ancillary Revenue Streams: Our vehicles’ built-in features provide a large opportunity for ancillary revenue streams in the future. We envision the following potential ancillary revenue streams in addition to our primary revenue focus on vehicle and aftermarket sales: licensing of higher-tech autonomy features, licensing the use of advanced infotainment and data sharing features, VinFast Service program, vehicle financing and subscription services through our infotainment platform. From a data collection perspective, we see a large opportunity to develop increased features and functionalities by sharing our collective intelligence with partners as well.

•

Drive Intelligent Growth through Organic and Inorganic Opportunities: We plan to pursue potential organic and inorganic growth opportunities which align with our business strategy. We plan to put capital to work to grow in new organic channels, including broadening and improving upon our current portfolio offering (such as potential supplier integration and additional vehicle segments). We plan to also explore potential avenues of inorganic growth in furtherance of the mission of Smart Mobility. To date, we and our affiliates have made investments in early-stage technology companies that could be additive to our platform in the future, including: StoreDot, which plans to manufacture extremely fast charging lithium-ion battery cells; ProLogium, which is developing solid-state battery cells; and Autobrains, a developer of AI for autonomous driving. We look forward to the possibility of building relationships with other companies that share our entrepreneurial, innovative spirit and plan to continue making relevant investments to expand the VinFast ecosystem by bringing strategic partners together with meaningful capital.

•

Continue to Promote and Invest in our ESG Framework: As we continue to expand in new global markets, we acknowledge global warming and climate related risks. As a company, we are resiliently pursuing zero-emission vehicles both through innovation and sustainability. We have declared our commitment to sustainability as a signer of the COP26 ZEV declaration and The Climate Pledge. We have set a target to be carbon neutral by 2040 in all our operations. Recognizing the need for green and clean energy, we ceased production of ICE vehicles in early November 2022 and converted our manufacturing entirely to EV vehicles in line with our journey to reduce our carbon footprint and pursue environmental stewardship. Apart from the inherent environmental benefits of our product line, we plan to strategically collaborate with VinES to operate a battery recycling program in the pursuit of achieving zero waste to landfill. We conduct social outreach programs in the communities where we operate in support of local enterprises and social economic upliftment and for our employees and stakeholders, as a key component of our operations. From a governance perspective, we continue to serve the best interests of our shareholders through a balanced board of directors with a focus on diversity, equity and inclusion in our leadership and complying with the latest index and regulatory requirements. We expect promoting this ESG framework will generate recognition for our brand, while also promoting a well-rounded and inclusive environment that we expect will be attractive to current and future VinFast stakeholders.

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties that may materially affect our business, financial condition, results of operations and prospects, as more fully described in “Risk Factors” immediately following this prospectus summary. These risks include, among others, the following:

•

We are a growth stage company that has a history of losses, negative cash flows from operating activities and negative working capital;

•

We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome, such as imposing covenants relating to our capital raising activities and other financial and operational matters, and lead to dilution of your shareholding in our company;

•

We face risks associated with being a new entrant in the EV industry and the marketing and sale of our EVs in international markets where we only recently began delivering vehicles;

•

Our long-term results depend upon our ability to successfully introduce and market new products and services, which may expose us to new and increased challenges and risks;

•

We may not succeed in growing our brand in markets outside Vietnam. Our brand, reputation, public credibility and consumer confidence in our business could be harmed by negative publicity;

•

The automotive market is highly competitive, and we may not be successful in competing in this industry;

•

We market our EVs in multiple markets that use different driving range testing standards while our EVs are in different stages of development. In addition, the driving range and overall performance of our EVs will depend on many factors beyond our control, including driving habits and conditions. Therefore, the advertised driving range, certified driving range and actual driving performance of our EVs may all differ. As a result, we may be subject to negative publicity, and our business may be adversely affected even if such press is inaccurate;

•

We may be unable to adequately control the costs associated with our operations;

•

We are dependent, directly and indirectly, on suppliers for component parts and raw materials. Suppliers may fail to deliver components and raw materials according to our schedule and at prices, quality and volumes acceptable to us;

•

Our success will be dependent upon our ability to maintain relationships with existing suppliers who are critical and necessary to the output and production of our vehicles and to create relationships with new suppliers;

•

The process of establishing manufacturing facilities outside of Vietnam, and expanding our capacity within Vietnam, may be subject to delays or cost overruns, may not produce expected benefits or may cause us to not meet our projections for future production capacity;

•

Our reservations may not result in completed sales of our vehicles and our actual vehicle sales and revenue generated for their sales could differ materially from the number of reservations received;

•

Our future growth is dependent on the demand for, and upon consumers’ willingness to adopt EVs, which may be affected by various factors, including developments in EV or alternative fuel technology;

•

Our warranty reserves may be insufficient to cover future warranty claims;

•

If there is inadequate access to EV charging stations or related infrastructure, our business may be materially and adversely affected;

•

The unavailability, reduction or elimination of government and economic incentives or government policies which are favorable for EV manufacturers and buyers could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects;

•

If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately and timely report our financial condition, results of operations or cash flows, which may adversely affect investor confidence;

•

We have identified material weaknesses in our internal control over financial reporting. If our remediation of such material weaknesses is not effective, or if we experience additional material weaknesses in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements and comply with applicable laws and regulations could be impaired;

•

Our corporate actions that require shareholder approval will be substantially controlled by our controlling shareholders who will have the ability to control or exert significant influence over such matters, which may prevent you and other shareholders from influencing significant decisions and reduce the value of your investment; and

•

We have relied on Vingroup for financial support and are dependent on Vingroup affiliates for key aspects of our business. Accordingly, we have engaged in various related party transactions with Vingroup, and any potential conflicts of interest could have an adverse effect on our business and results of operations. Due to our close association with Vingroup and its affiliates, we could also be impacted by matters affecting their reputation, including litigation, regulatory or other matters.

Corporate History

We commenced operations in June 2017 in Hanoi, Vietnam, through our Vietnamese subsidiary, VinFast Vietnam. In May 2018, we relocated our head office to Hai Phong, Vietnam. The construction of our electric scooter manufacturing plant was completed in April 2018 and we started production of our first electric scooter model, branded Klara, in November 2018. We broke ground on our automobile manufacturing plant in September 2017 and officially launched the plant in June 2019.

In December 2021, VinFast Vietnam was converted into a joint stock company under the name, VinFast Trading and Production Joint Stock Company.

To facilitate our initial public offering in the U.S., we established our offshore holding structure through a series of transactions that resulted in VinFast Vietnam’s operations being reorganized under the Singapore-incorporated registrant, VinFast Trading & Investment Pte. Ltd., which changed its name to VinFast Auto Pte. Ltd. in December 2022. The registrant acquired an aggregate 99.9% voting interest in VinFast Vietnam from Vingroup and VIG, who in turn became majority shareholders of the registrant. For more information, see “Corporate History and Structure — Reorganization.”

We fully phased out production of ICE vehicles in early November 2022 in connection with our strategic decision to transform into an EV-only manufacturer. As part of this transformation into an EV-only manufacturer, we transferred various ICE Assets (as defined herein) to VIG pursuant to the terms of the ICE Assets Disposal Agreements (as defined herein). We refer to these ICE assets disposal transactions as the “ICE Assets Disposal.” For more information regarding the Reorganization and the ICE Assets Disposal, see “Corporate History and Structure — Phase-out of ICE Vehicle Production.”

Organizational Structure

The following chart summarizes our corporate structure setting forth our ownership interest and the country of incorporation for each of our principal operating subsidiaries as of the date of this prospectus.

LOGO

Notes:

(1)

(2)

Based on proportion of voting power held. The registrant owns 39.09% of this subsidiary’s total outstanding share capital, including non-voting preferred shares.

(3)

For the purpose of homogenizing ownership structure of the distribution companies, we are carrying out the necessary procedures to transfer shares of VinFast Commercial and Service Trading and VinFast Germany GmbH to Vingroup Investment Vietnam JSC. On January 3, 2023, we completed the share transfer of VinFast Commercial and Service Trading to Vingroup Investment Vietnam JSC. The share transfer of VinFast Germany GmbH to Vingroup Investment Vietnam JSC is still in process. After the transaction, VinFast Trading and Production will own all distribution companies including VinFast Commercial and Service Trading and VinFast Germany GmbH indirectly via Vingroup Investment Vietnam JSC.

Corporate Information

Our company was incorporated in Singapore on January 19, 2015 as Fiscus Consultancy Pte. Ltd., a private limited company (Company Registration No. 201501874G) under the Companies Act 1967 of Singapore (the “Singapore Companies Act”). Our company’s name was changed to VinFast Trading & Investment Pte. Ltd. on April 8, 2021 and to VinFast Auto Pte. Ltd. on December 22, 2022. Prior to the effective date of this Registration Statement, the registrant will convert to a Singapore public limited company. Upon such conversion, the registrant will be known as VinFast Auto Ltd.

Our principal executive offices are located at Dinh Vu – Cat Hai Economic Zone, Cat Hai Islands, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam. Our telephone number at this address is +84 225 3969999. Our registered office in the Singapore is located at 120 Lower Delta Road, #02-05 Cendex Centre, Singapore 169208.

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.vinfastauto.us. The information contained on our website is not a part of this prospectus. Our agent for service of process in the U.S. is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.

Implication of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers. Moreover, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. In addition, as a company incorporated in Singapore, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq listing standards.

Implication of Being an Emerging Growth Company

As a company with less than $1.24 billion in gross revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups (“JOBS”) Act of 2012, as amended, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements compared to those that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We do not plan to “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year during which we have total annual gross revenues of at least $1.24 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the preceding three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ordinary shares that are held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

THE OFFERING

Issuer

VinFast Auto Ltd.

Offering price

We expect that the initial public offering price will be between $ and $ per ordinary share.

Ordinary shares offered by us

ordinary shares (or ordinary shares if the underwriters exercise their over-allotment option in full).

Ordinary shares issued and outstanding immediately after this offering

ordinary shares (or ordinary shares if the underwriters exercise their over-allotment option in full).

Over-allotment option

We have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of additional ordinary shares.

Use of proceeds

We expect that we will receive net proceeds of approximately $ million from this offering or approximately $ million if the underwriters exercise their over-allotment option in full, assuming an initial public offering price of $ per ordinary share, which is the midpoint of the estimated range of the initial public offering price, after deducting underwriting discounts and commissions and estimated offering.

We plan to use the net proceeds of this offering as follows:

•

investments in research and development of products, services and technology sales (approximately % of the net proceeds of this offering);

•

investments in sales and marketing and expansion of sales channels (approximately % of the net proceeds of this offering);

•

investments in the development of our manufacturing facilities (approximately % of the net proceeds of this offering); and

•

the balance for working capital and general corporate purposes, which may include potential strategic investments and acquisitions, although we have not identified any specific investments or acquisition opportunities at this time.

See “Use of Proceeds” for more information.

Dividend policy

Subject to our constitution and in accordance with the Singapore Companies Act, our board of directors may, without the approval of our shareholders, declare and pay interim dividends but any final dividends we declare must be approved by an ordinary resolution at a general meeting of our shareholders. See “Dividend Policy.”

Risk factors

See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares.

Lock-up

We, our directors, executive officers, and all of our existing shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or otherwise dispose of any ordinary shares or similar securities for a period of days after the date of this prospectus. See “Shares Eligible for Future Sale” and “Underwriting” for more information.

Directed Share Program

At our request, the underwriters have reserved up to % of the shares offered by us in this offering, for sale at the initial public offering price through a directed share program to (i) eligible customers in the U.S., Canada and Europe who either have a reservation for a VF 8 or VF 9 or have accepted delivery of a VF 8 and (ii) certain of our directors, officers, employees, business associates and other individuals identified by our officers and directors. Any sales made through the directed share program will be made by . We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Certain participants may be subject to the lock-up agreements as described in “Underwriting — Directed Share Program”

Listing

We intend to apply to have our ordinary shares listed on Nasdaq under the symbol “VFS.” Our ordinary shares will not be listed on any other stock exchange or traded on any automated quotation system.

Payment and settlement

The underwriters expect to deliver the ordinary shares to purchasers against payment therefor through the facilities of The Depository Trust Company on , 2023.

The number of ordinary shares to be outstanding after this offering is based on 2,412,852,458 ordinary shares outstanding as of December 31, 2022.

SUMMARY CONSOLIDATED FINANCIAL DATA

The financial information in this prospectus as of December 31, 2020 and for the year then ended has been derived from the consolidated financial statements of VinFast Trading and Production Joint Stock Company, which are included elsewhere in this prospectus. The financial information in this prospectus as of December 31, 2021 and 2022 and for the years then ended has been derived from the consolidated financial statements of VinFast Auto Pte. Ltd., which are included elsewhere in this prospectus. The financial statements of VinFast Trading and Production Joint Stock Company and VinFast Auto Pte. Ltd. are prepared in accordance with U.S. GAAP.

We fully phased out production of ICE vehicles in early November 2022 in connection with our strategic decision to transform into an EV-only manufacturer. Accordingly, our historical results for any prior period are not necessarily indicative of results expected in any future period.

You should read this Summary Consolidated Financial and Operating Data section together with the consolidated financial statements included elsewhere in this prospectus and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Summary Consolidated Balance Sheet Data


	As of December 31,
	2020			2021			2022
	VND (in billions)			VND (in billions)			VND (in billions)			USD (in millions)
Cash and cash equivalents		827.7			3,024.9			4,271.4			180.9
Inventories, net		5,352.2			6,683.7			21,607.3			915.1
Short-term amounts due from related parties		8,840.5			1,997.2			1,978.1			83.8
Total current assets		20,449.5			26,692.5			44,838.6			1,899.0
Property, plant and equipment, net		52,089.7			51,788.3			57,188.7			2,422.0
Other investments		11,031.3			—			—			—
Total assets		92,905.9			85,321.5			113,605.3			4,811.3
Amounts due to related parties		3,171.4			56,035.3			17,325.3			733.8
Total current liabilities		20,040.8			87,305.3			66,225.2			2,804.7
Long-term interest-bearing loans and borrowings		46,352.8			31,343.1			41,625.0			1,762.9
Total non-current liabilities		66,685.0			74,957.4			84,050.6			3,559.7
Ordinary Shares – VinFast Auto Pte. Ltd. (2,412,852,458 shares issued and outstanding as of December 31, 2022; 2,411,764,800 shares issued and outstanding as of December 31, 2021)⁽¹⁾		—			553.9			871.0			36.9
Contributed charter capital – VinFast Vietnam⁽²⁾		38,707.3			—			—			—
Accumulated losses		(44,356.2	)		(77,416.9	)		(127,188.5	)		(5,386.6	)
Capital reserve – VinFast Vietnam		11,753.2			—			—			—
Equity/(Deficit) attributable to equity holders of the parent		6,150.1			(76,926.5	)		(114,109.8	)		(4,832.7	)
Non-controlling interests⁽³⁾		30.0			(14.7	)		77,439.4			3,279.7

Total equity/(deficit)		6,180.1			(76,941.2	)		(36,670.5	)		(1,553.0	)

Notes:

(1)	In January 2022, the Company effected a 100-for-one split of its ordinary shares. Amounts prior to the share split have been revised on a retroactive basis to give effect to the share split.

(2)

Following the Reorganization, the consolidated statements of shareholders’ equity for the year ended December 31, 2021 represented changes of equity components from VinFast Vietnam to our company. The consolidated statements of shareholders’ equity for the year ended December 31, 2020 represented equity components of VinFast Vietnam, the predecessor.

(3)

Non-controlling interests reflect certain dividend preference shares issued by VinFast Vietnam to Vingroup (i) in March 2022 in return for an advance capital contribution of VND6.0 trillion ($254.1 million) (“DPS1”), (ii) in December 2022 in exchange for VND45,733.7 billion ($1,936.9 million) in borrowings from VinFast Vietnam to Vingroup (“DPS4”) and (iii) as part of our reorganization in December 2022, in return for the assignment of the Share Acquisition P-Note previously held by Vingroup amounting to VND25.8 trillion ($1,091.9 million) (“DPS3”). For details on the terms of DPS1, DPS3 and DPS4, see note 20 to our consolidated financial statements included elsewhere in this prospectus and also see “Related Party Transactions — Capital Contributions.”

Summary Consolidated Statements of Operations


	For the Year Ended December 31,
	2020			2021			2022
	VND (in billions)			VND (in billions)			VND (in billions)			USD (in millions)
Revenues
Sales of vehicles		11,771.7			13,898.6			12,391.5			524.8
Sales of merchandise		1,436.1			1,405.4			112.2			4.8
Sales of spare parts and components		343.0			538.2			2,072.6			87.8
Rendering of services		22.0			96.6			222.7			9.4
Rental income
Revenue from leasing activities		117.5			89.4			166.5			7.1

*Revenues ()**		13,690.3			16,028.2			14,965.6			633.8
Cost of vehicles sold		(18,618.8	)		(23,327.0	)		(24,660.1	)		(1,044.4	)
Cost of merchandise sold		(1,388.8	)		(1,398.3	)		(151.4	)		(6.4	)
Cost of spare parts and components sold		(234.0	)		(437.2	)		(1,869.1	)		(79.2	)
Cost of rendering services		(11.2	)		(65.4	)		(389.6	)		(16.5	)
Cost of leasing activities		(132.6	)		(56.1	)		(162.3	)		(6.9	)

Cost of sales		(20,385.5	)		(25,284.0)			(27,232.5	)		(1,153.3	)

Gross loss		(6,695.1	)		(9,255.8	)		(12,266.9	)		(519.5	)
Operating expenses:
Research and development costs		(3,929.8	)		(9,255.4	)		(19,939.9	)		(844.5	)
Selling and distribution costs		(1,346.6	)		(2,203.8	)		(5,213.7	)		(220.8	)
Administrative expenses		(1,206.5	)		(2,424.6	)		(4,010.0	)		(169.8	)
Compensation expenses		—			(4,340.3	)		(109.4	)		(4.6	)
Net other operating (expenses)/income		(67.5	)		412.5			(716.4	)		(30.3	)

Operating loss		(13,245.5	)		(27,067.4)			(42,256.4	)		(1,789.6	)
Finance income		248.7			446.1			88.1			3.7
Finance costs		(4,553.9	)		(4,598.2	)		(7,959.8	)		(337.1	)
Net (loss)/gain on financial instruments at fair value through profit or loss		(1,494.6	)		(1,710.0	)		1,226.0			51.9
Investment gain		224.8			956.6			—			—
Share of losses from equity investees		(42.0	)		(36.8	)		—			—

Loss before income tax expense		(18,862.5	)		(32,009.7)			(48,902.1	)		(2,071.1	)
Tax expense		(87.8	)		(209.2	)		(946.7	)		(40.1	)

Net loss for the year		(18,950.2	)		(32,219.0)			(49,848.9	)		(2,111.2	)

(*)	Including sales to related parties in 2020, 2021 and 2022 of VND56.4 billion, VND516.5 billion, and VND2,378.9 billion ($100.7 million), respectively.

Summary Consolidated Cash Flows Data


	For the Year Ended December 31,
	2020			2021			2022
	VND (in billions)			VND (in billions)			VND (in billions)			USD (in millions)
Net cash flows used in operating activities		(9,349.2	)		(28,969.1	)		(35,628.4	)		(1,508.9	)
Net cash flows (used in)/from investing activities		(1,839.0	)		2,420.1			(16,038.9	)		(679.3	)
Net cash flows from financing activities		10,453.8			28,855.2			52,945.1			2,242.3
Net (decrease)/increase in cash and cash equivalents		(734.4	)		2,306.2			1,277.7			54.1
Cash and cash equivalents at the end of the year		827.7			3,024.9			4,271.4			180.9

RISK FACTORS

An investment in our ordinary shares involves significant risks. You should consider carefully all of the information in this prospectus, including the risks and uncertainties described below, before making an investment in our ordinary shares. Any of the following risks could have a material and adverse effect on our business, financial condition and results of operations. In any such case, the market price of our ordinary shares could decline, and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

We are a growth stage company that has a history of losses, negative cash flows from operating activities and negative working capital.

We had net losses of VND18,950.2 billion, VND32,219.0 billion and VND49,848.9 billion ($2,111.2 million) in 2020, 2021 and 2022, respectively. We had net cash flows used in operating activities of VND9,349.2 billion, VND28,969.1 billion and VND35,628.4 billion ($1,508.9 million) in 2020, 2021 and 2022, respectively. We expect to continue to incur operating and net losses in the near term as we scale the production of our VF e34 (C-segment), VF 5 (A-segment), VF 6 (B-segment), VF 7 (C-segment), VF 8 (D-segment) and VF 9 (E-segment) vehicles, establish our manufacturing operations and expand our marketing, sales and service network in our target markets outside of Vietnam.

Our ability to achieve profitability, positive cash flows from operating activities and a net working capital surplus will depend on many factors, including our ability to achieve commercial acceptance, increase utilization of our production capacity to produce EVs in large quantities as planned and increase sales of our EVs in our target markets beyond Vietnam where our operations have historically been focused, including the U.S., Canada, France, Germany, the Netherlands and, in the long-term, elsewhere in Asia and Europe and other factors discussed in this “Risk Factors” section.

Vingroup has issued support letters in connection with the audit of our 2020, 2021 and 2022 financial statements to the effect that Vingroup has the ability and will continue to provide financial support sufficient to meet our needs for continued operation, subject to necessary procedures to facilitate such support. Our financial statements have been issued on a going concern basis taking into consideration the support letters, our business plan and the cash and cash equivalents held by our group. The latest support letter is valid from the issuance date of our audited consolidated financial statements for the year ended December 31, 2022, until the earliest of the date on which our company obtains adequate third party funding for our capital requirements or the date on which Vingroup ceases to control our company, but in all cases no sooner than the date falling 12 months after the issuance date of the audited consolidated financial statements for the year ended December 31, 2022.

We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in our company.

The design, manufacture, sale and servicing of automobiles is a significantly capital intensive business. As of December 31, 2022, we had total debt (which is our short-term and current portion of long-term interest-bearing loans and borrowings and long-term interest-bearing loans and borrowings, excluding borrowings from related parties) of VND56,204.5 billion ($2,380.3 million), and VND2,406.7 billion ($101.9 million) of undrawn lines of credit for short-term financing under our existing credit facilities, and VND4,271.4 billion ($180.9 million) in cash and cash equivalents. In the next few years, we expect to require a significant amount of additional capital, including working capital, to scale the production of our VF e34 (C-segment), VF 5 (A-segment), VF 6 (B-segment), VF 7 (C-segment), VF 8 (D-segment) and VF 9 (E-segment) vehicles, our production capacity expansion in both Vietnam and the U.S., showroom roll-out and other items. We will also require a significant amount of additional working capital to support our business expansion in the medium-term.

Following the completion of this offering, we expect to rely on equity and/or debt financing available in the public and also private markets to meet our present and future working capital and capital expenditure requirements. Raising additional funds through future issuances of equity or convertible debt securities would likely lead to our existing shareholders suffering dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our ordinary shares. Any debt financing that we may secure in the future may contain covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities and may also be burdensome in terms of increasing interest expenses. In addition, among other macroeconomic factors, an increase in interest rates would adversely affect our ability to secure additional debt financing and would result in higher interest payments. If interest rates remain at elevated levels or continue to rise, it may be more difficult for us to obtain debt financing on terms that are commercially favorable or in line with our budget and expectations, and our interest payments may increase.

Our capital requirements will depend on many factors, including, but not limited to:

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our need to develop new features and enhance our products;

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our investments in manufacturing, sales and distribution infrastructure and systems and any capital improvements to our existing infrastructure and systems;

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technological advancements;

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market acceptance of our products and product enhancements, and the overall level of sales of our products;

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our R&D and sales and marketing expenses;

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our ability to control costs;

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our ability to maintain existing manufacturing equipment;

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opportunities for investments, acquisitions and similar actions;

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inflationary pressures and their effect on consumer spending and our ability to obtain financing on commercially acceptable terms;

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general economic conditions in the countries where we manufacture our EVs and in our target markets;

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the effects of international conflicts on the international supply chains and the global economy as a whole; and

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changes in business conditions or other unanticipated developments.

Vingroup is our largest shareholder and has provided us with funding in the form of debt financing, corporate loan guarantees, and capital contributions. Vingroup has also issued support letters in connection with the audit of our 2020, 2021 and 2022 financial statements, as described above. We may continue to depend, in part, on financing and other support from our affiliates in the future. There can be no assurance that in the future financing from our affiliates will continue to be available to us in sufficient amounts or at all due to their level of indebtedness, other financial obligations or overall funding position, or that, as an alternative to financing from our affiliates, we will be able to obtain third-party debt financing or access the capital markets in a timely manner and on terms that are acceptable to us or at all. In addition, a number of our financing agreements provide that various payment delays or defaults by Vingroup would constitute a cross default under the terms of our agreements, and therefore an adverse change in Vingroup’s financial condition could impact our debt maturity profile and liquidity requirements.

Our outstanding indebtedness may affect our ability to obtain additional financing to meet our future requirements. Some of our financing arrangements require us and Vingroup, as guarantor, to ensure a collateral cover ratio of at least one times when measured on a quarterly basis. See “Description of Certain Indebtedness.”

Our collateral cover ratio in respect of loans totaling VND29,636.8 billion ($1,240.0 million) and VND2,290.6 billion ($97.0 million) fell below the required ratio as of September 30, 2022 and December 31, 2022, respectively. In each case, the required ratio was subsequently restored by Vingroup. In addition, we expect that the collateral cover ratio in respect of a loan totaling VND4,714.1 billion (US$199.6 million) maturing in April 2023 will be below the required amount at the test falling due at the end of April 2023. While we plan to refinance and/or repay this loan at its maturity date, failure to do so may result in a breach of the terms of our financing arrangements. If the value of the collateral securing our borrowings declines in the future, we will be required to provide, or arrange for, additional collateral to ensure our compliance with the terms of these financing arrangements. If we are unable to do so, including due to the inability of Vingroup to provide the support that we require, it may result in a breach of the terms of our financing arrangements.

Any inability to raise financing on commercially acceptable terms or at all could result in our failure to implement our business plans and strategy or cause us to experience disruptions in our operating activities, and our business, financial condition, results of operations, cash flows and prospects would be materially and adversely affected.

We face risks associated with being a new entrant in the EV industry and the marketing and sale of our EVs in international markets where we only recently began delivering vehicles.

Our company was established in Vietnam in 2017 and commenced the delivery of ICE vehicles in 2019. Our operations prior to 2021 have focused primarily on the manufacture and sale of ICE vehicles and electric scooters. In 2021, we began delivering our first EV model in Vietnam, our VF e34, and in early 2022, we began accepting reservations for our second and third models, the VF 8 and VF 9, with VF 8 deliveries commencing in September 2022 in Vietnam.

We have faced and may continue to face many of the risks and challenges typically associated with commencing operations in the relatively new EV industry. We began U.S. deliveries of the VF 8 in March 2023 from our initial U.S. shipment of 999 VF 8 “City Edition” vehicles in both Eco and Plus trims. In the coming months, we plan to begin delivering the VF 8 with enhanced driving range in North America and Europe, which uses battery components that we expect will result in a longer driving range than the VF 8 “City Edition.” The “City Edition” was our first version of the VF 8 to go through the relevant testing and approval processes in the U.S. and therefore completed those processes and was available for delivery sooner than the VF 8 with enhanced driving range. We offered a $3,000 discount on the VF 8 “City Edition” to select customers who had made reservations for the VF 8 in the U.S. The “City Edition” is also available on a 24-month lease basis for California residents only. Customers were given the option to receive the “City Edition” at the discounted price or maintain their existing reservation for the VF 8 with enhanced driving range. Customers may prefer to wait for the VF 8 with enhanced driving range rather than purchase the “City Edition,” or cancel their reservations entirely. Our ability to begin delivering the VF 8 with enhanced driving range on schedule will depend on our ability to complete EPA testing and obtain the necessary approvals and licenses. Further delays in deliveries of the VF 8 with enhanced range could potentially lead to increases in cancelations, customer dissatisfaction or negative publicity.

Unforeseen risks associated with moving from an ICE to EV manufacturer could adversely affect us. It may be difficult to predict our future revenues and appropriately budget for our expenses given our relatively limited operating history in the EV industry. Our future success will depend on our ability to continue designing, producing and selling safe, high-quality vehicles as we transition to being an EV-only manufacturer.

In addition, a significant part of our growth strategy entails the marketing and sale of our EVs in markets outside of Vietnam. Our growth strategy will expose us to a number of risks, including, but not limited, to:

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competition with other manufacturers whose brands are more well known in the local target market and who may have more experience and financial resources;

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increased costs associated with developing and maintaining effective marketing, sales and service network and distributing presence in various countries;

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risks associated with establishing and maintaining manufacturing operations in new jurisdictions;

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unanticipated changes in prevailing economic conditions and regulatory requirements, such as rising inflation, interest rate increases by the U.S. Federal Reserve and other central banks, the availability and cost of credit and economic recession or fears thereof;

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challenges related to compliance with different commercial, legal and regulatory requirements of the new markets in which we offer, or plan to offer, our products and services, including the potential for unexpected timing delays and additional costs;

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our ability to expand our charging network, increase the number of available charging stations and charging points, offer fast charging and continue to improve our electric charging infrastructure;

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our ability to offer our EVs and services, including after-sales services, at attractive prices;

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our ability to adopt new technologies and advance our technological capabilities;

our ability to effectively manage our intended rapid growth, including increased order volume and the launch and production of multiple new EV models concurrently. For example, we began delivering the VF e34 (C-segment) in 2021 and the VF 8 (D-segment) in 2022 in Vietnam, and we plan to begin delivering the VF 9 (E-segment), VF 5 (A-segment), VF 6 (B-segment) and VF 7 (C-segment) in 2023. The successful roll out of multiple vehicles within a short span of time, particularly as a new entrant in the EV industry may subject us to additional risks which could impact our reputation;

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our ability to produce and deliver our EVs on schedule and with the targeted specifications, which may depend on factors beyond our control, including vehicle licensing and safety and other certification processes in our target markets;

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fluctuations in foreign currency exchange rates;

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changes in EV subsidy policies in our target markets that adversely affect the availability or level of subsidies to us and/or our ability to compete with domestic EV makers in such markets;

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costs associated with shipping and logistics for transporting our products to end markets;

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failure to develop appropriate risk management and internal control structures tailored to overseas operations;

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different safety concerns and measures needed to address accident-related risks in different countries and regions; and

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trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses.

Any of the factors described above may have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Our brand, reputation, public credibility and consumer confidence in our business could be harmed by negative publicity, and we may not succeed in growing our brand in markets outside Vietnam.

Our business and prospects are affected by our ability to grow our brand in markets outside Vietnam. We expect that our ability to develop, maintain, and strengthen credibility and confidence in our brand will depend on the acceptance of our vehicles in new markets, our ability to deliver vehicles that meet our target specifications within the announced delivery schedules, general customer satisfaction and the success of our marketing and branding efforts, among other factors.

Our reputation and brand are vulnerable to threats that can be difficult or impossible to predict, control, and costly or impossible to remediate. As a new entrant in the EV industry and Vietnam’s first global EV manufacturer, we have received and expect our company and our EVs to continue to receive heightened attention and scrutiny, including in the media in our international target markets and on social media, and particularly as we begin to deliver our vehicles in international markets in larger quantities in 2023 and beyond.

Any negative media or social media coverage, reviews or reviews that compare us unfavorably to competitors could adversely affect our brand, consumer confidence and demand for our vehicles. For example, we have been the subject of negative press in relation to our introduction of the VF 8 “City Edition” in the U.S. market and its shorter driving range compared to our forthcoming VF 8 with enhanced driving range, delays in U.S. deliveries of the VF 8 and the reduction of our workforce in the U.S. and Canada as we sought to optimize our North America operations. In addition, in October 2022, we recalled approximately 700 of our VF e34 vehicles, which we sell exclusively in Vietnam, after being informed by our airbag supplier that certain side impact sensors for the airbags could malfunction. In February 2023, we recalled approximately 2,700 of our VF 8 vehicles sold to retail customers in Vietnam to repair the bolts that connect the front brake caliper to the steering knuckle in the recalled vehicles, and performed the same repair on other VF 8 vehicles in our inventory. See “—We may be unable to adequately control the costs associated with our operations.” Such recalls, whether voluntary or involuntary, and delays in production, shipment and/or delivery of vehicles could harm our reputation, particularly as a new entrant, and discourage additional reservations and vehicle sales, and otherwise materially and adversely affect our business and operations. Negative publicity about us could lead customers to cancel reservations and affect our to attract new reservations and to attract and retain suppliers, other business partners, management and key employees, which in turn could adversely affect our reputation, business, and results of operations, even if they are baseless or satisfactorily addressed. These allegations, even if unproven or meritless, may lead to inquiries, investigations, or other legal actions against us by regulatory or government authorities as well as private parties. Any regulatory inquiries or investigations and lawsuits against us, perceptions of inappropriate business conduct by us or perceived wrongdoing by any member of our management team, among other things, could substantially damage our reputation and public credibility and cause us to incur significant costs to defend ourselves. Any negative market perception or publicity regarding our suppliers or other business partners that we closely cooperate with, or any regulatory inquiries or investigations and lawsuits initiated against them, may also have an impact on our brand, public credibility and customer confidence in our products, or subject us to regulatory inquiries, investigations or lawsuits. Our management may be required to dedicate significant time and we may incur additional costs on marketing activities to respond to negative publicity directed at us and rehabilitate our brand and reputation.

Any negative media publicity about the EV industry or product or service quality problems of other automakers in the industry in which we operate, including our competitors, may also negatively impact our brand, public credibility and consumer confidence by association, and may also affect the value of your investment.

Our long-term results depend upon our ability to successfully introduce and market new products and services, which may expose us to new and increased challenges and risks.

Our growth strategy depends in part on our ability to offer a competitive EV offering relative to our peers and to continue augmenting our “technology for life” offering, increase our global reach to meet demand, innovate our commercial approach, expand our vehicle offerings (including in response to customer and industry feedback), enhance and refine our service offering, pursue enhanced manufacturing automation and capacity expansion, broaden our ancillary revenue streams, pursue organic and inorganic growth opportunities and promote and invest in our ESG initiatives. In particular, pricing and driving range are key competitive factors in the EV industry.

As we introduce new vehicles and services or refine, improve or upgrade versions of existing vehicles and services, we cannot predict the level of market acceptance or the amount of market share these vehicles or services will achieve, if any. We have had delays in our initial delivery targets and cannot assure you that we will not experience material delays in the entry into new markets and the introduction of new products and services in the future. We offered the “City Edition” VF 8 in the U.S. on a one-time, limited basis to commence deliveries of our VF 8 model. The “City Edition” VF 8 has a lower range per charge than our enhanced range VF 8 and is being offered at a $3,000 discount to the suggested retail price of the enhanced driving range version to encourage customers who have existing reservations of the VF 8 to take delivery of the VF 8 “City Edition”

instead of waiting for the enhanced driving range version. We also plan to begin delivering the VF 8 with enhanced driving range, VF 9, VF 5, VF 6 and VF 7 in 2023. If there are any delays in the delivery of the new versions or models, or they do not perform as expected or otherwise are not well-received by the market, our prospects would be materially and adversely impacted. Consistent with our strategy of offering new vehicles and vehicle refinements, we expect to continue to use a substantial amount of capital for product refinement, research and development, and sales and marketing.

If we are unable to successfully implement our long-term growth strategy, our business, financial condition, results of operations, cash flows and prospects could be adversely affected.

The automotive market is highly competitive, and we may not be successful in competing in this industry.

The automotive industry is highly competitive. We compete on many factors, including pricing, TCO, brand recognition, product quality, features (including driving range) and designs, after-sales service and manufacturing scale and efficiency.

We compete for sales with established EV manufacturers and new entrants, including established ICE vehicle manufacturers that have entered or are seeking to enter the EV segment, earlier entrants into the EV industry and new EV companies. Some of our competitors may have established market positions, well known brands and relationships with customers and suppliers. Competition for EVs could intensify in the future, including due to increased demand and a regulatory push for alternative fuel vehicles, continuing globalization, new market entrants into the EV space and consolidation in the worldwide automotive industry. We expect that more competitors will enter the EV market, and these new entrants will further increase competition. Further, we may experience increased competition for components and other parts of our vehicles, which may have limited supply.

We also compete across an array of factors, any of which could affect the competitiveness of our EV offerings, including pricing and total cost of ownership, driving range, brand recognition, product design, quality of after-sales services and manufacturing scale and efficiency. For example, in January 2023, the EV industry experienced a series of price reductions following the announcement of price cuts by one of the major industry players. We have also decided to offer the VF 8 “City Edition” in the U.S. at a $3,000 discount to the suggested retail price of the enhanced driving range version and have also offered the leasing option for the VF 8 “City Edition” at a significantly discounted lease price. We monitor competitive factors on an ongoing basis and may from time to time adjust our prices and provide promotions due to competitive factors beyond our control, such as industry trends and pricing pressure, could adversely affect our margins and profitability.

Competition in automotive industry could further intensify in the future in light of increased demand, continuing globalization and consolidation in the worldwide automotive industry, among other factors. Increased competition may lead to lower sales or further downward pricing pressure on the VF 8 or on other models, which may adversely affect our business, financial condition, results of operations, cash flows and prospects.

EVs are required to undergo various testing and approval processes, including driving range certification according to EPA (in the U.S.) or WLTP (in Europe) standards, before they can be sold in a particular market. EPA testing standards typically produce a lower driving range than WLTP testing standards. Marketing and advertising for the EV generally begins before these testing and approval processes are complete and therefore

may use internal company estimates of features such as driving range. We have or will promote our EVs using the WLTP or EPA driving range (depending on the market and stage of development), and not necessarily both ranges, in different instances. In addition, the estimated and certified driving ranges of our EVs may differ. Finally, we offer our EVs in various trims that have different performance capabilities (for example, our Plus trim vehicles typically have luxury features than the Eco trim version of the same vehicle, but a lower driving range). Any one or more of these factors related to driving range may attract negative media coverage that can harm our reputation, brand and demand for our EVs and may lead to customer dissatisfaction.

Potential investors should also take note of the section “Presentation of Financial and Other Information,” which explains the presentation of WLTP and EPA driving range data in this prospectus and the inherent limitations to consistency and comparability of that data.

We may be unable to adequately control the costs associated with our operations.

We have devoted significant capital to developing and growing our business, including establishing our manufacturing factory in Vietnam, designing and developing our initial EV model, the VF e34 (C-segment), as well as our future EV models, VF 5 (A-segment), the VF 6 (B-segment), VF 7 (C-segment), VF 8 (D-segment) and VF 9 (E-segment), purchasing and maintaining equipment and tooling, procuring required parts and raw materials, building our network of sales and servicing infrastructure through our partnerships and developing our charging infrastructure in Vietnam. We expect to incur further costs that will impact our profitability, including costs associated with developing new EV models, upgrading existing models, procuring car components and raw materials, ramping up production at our manufacturing facility in Hai Phong, establishing new manufacturing facilities, hiring and retaining qualified employees to meet our growing business needs, further expanding our charging infrastructure in Vietnam and internationally and marketing our EVs and our brand in existing and new markets. These costs may increase due to many factors, including factors beyond our control, such as higher transportation costs, currency fluctuations, tariffs, inflation and adverse economic or political conditions.

The prices for parts and raw materials may fluctuate depending on factors beyond our control, including market conditions, inflation, supply chain shortages and global demand for these materials. Inflationary pressures in 2021 and 2022 increased our commodity, freight and raw material costs and the effects of inflation may have an adverse impact on our costs, margins and profitability in the future. Our initiatives to alleviate inflationary pressures may not be successful or sufficient.

In addition, we have been and in the future may be required to recall our EVs for performance or safety-related issues. In October 2022, we recalled approximately 700 of our VF e34 vehicles, which we sell exclusively in Vietnam, after being informed by our airbag supplier that certain side impact sensors for the airbags could malfunction. As of early February 2023, we have completed servicing on over 85% of the recalled vehicles. In February 2023, we recalled approximately 2,700 of our VF 8 vehicles sold to retail customers in Vietnam to repair the bolts that connect the front brake caliper to the steering knuckle in the recalled vehicles, and performed the same repair on other VF 8 vehicles in our inventory. Recall servicing is underway. Any future recalls such as these will require us to incur additional costs and, if significant, could have a material adverse effect on our results of operations, financial condition and cash flows.

Furthermore, there can be no assurance that we will be willing or able to recover any increased costs by increasing the prices of our EVs. Future increases in the cost of shipping, parts or raw materials could increase our costs and lower our margins. If we are unable to design, develop, manufacture, market, sell, and service our vehicles and provide services in a cost-efficient manner, our margins, profitability, and prospects would be materially and adversely affected.

We depend on third-party suppliers for key components in our vehicles, including axles, chassis, seats, battery packs, semiconductor chips, interior parts, and steering columns. We also procure raw materials required to manufacture and assemble our vehicles, such as steel, aluminum and resin. Raw materials such as these are also used by our battery cell suppliers. Raw materials may be subject to price fluctuations due to various factors beyond our control, including market conditions and global demand for these materials, which may directly or indirectly, have an adverse impact on our operating costs and profit margins. The supply chain exposes us to multiple potential sources of delivery failure or component shortages.

If suppliers become unable to provide, or experience delays in providing components and raw materials, our business could be disrupted, including our ability to meet our targeted schedules for vehicle deliveries and the rollout of new features. If existing supply agreements are terminated or renewed on less favorable terms, we may face difficulty or delays in finding replacement suppliers able to provide components or other supplies of comparable quality. Any such alternative suppliers may be located a long distance from our manufacturing facilities, which may lead to increased costs or delays, or the terms of such new agreements may be made on less favorable terms. If our manufacturers or suppliers become unwilling or unable to provide an adequate supply of semiconductor chips, with respect to which there has been a global shortage, we would not be able to find alternative sources in a timely manner and our business would be adversely impacted.

We source the battery cells and battery packs in our EVs from third party suppliers. Driving range is a key competitive factor in the EV industry, and our success depends in part on our ability to continue to deliver efficient EVs as we develop future EV offerings. Our success depends, in turn, on the ability of our battery partners to deliver high-quality and high-capacity battery components that will allow us to provide a competitive EV offering in terms of driving range and to do so in quantities that meet our requirements as we grow.

Our battery suppliers include our affiliate, VinES, which is a key battery pack supplier to us and is in the process of developing battery cell production capabilities in Vietnam. While we have not experienced a material disruption in the manufacture of our vehicles due to any shortages in the supply of battery cells, we cannot assure you that we will be able to continue to obtain a sufficient number of battery cells, components or battery packs at a reasonable cost to support our operations. We cannot assure you that VinES, a recently established EV battery supplier, and other third party suppliers will be able to meet our battery cell and battery pack requirements in the manner that we expect. Furthermore, as we seek to increase our production capacity in the future, the impacts of global supply constraints, if they continue, may be magnified in the future.

Changes in business or macroeconomic conditions, governmental regulations and other factors beyond our control or that we do not presently anticipate could affect our ability to receive components from suppliers. Such events could pose challenges or delays to the construction of, and ramp up at, new facilities, such as our planned manufacturing facility in North Carolina, by adversely impacting the availability or costs of raw materials and components used in the construction of such facilities or production of our vehicles. Under our supply agreements, we have in the past, and could again in the future, be subject to penalties and price adjustments as a result of any volume shortfalls in our orders.

Concerns over inflation, geopolitical issues, global financial markets and the COVID-19 pandemic have led to increased economic instability and expectations of slower global economic growth. For example, following Russian military actions related to Ukraine in February 2022, commodity prices, including the price of oil, gas, nickel, copper and aluminum, have increased. Such disruptions to the global economy, together with inflationary pressures, has at times disrupted, and in the future may disrupt, the global supply chain and affect our ability to secure (or the cost of securing) components, raw materials or other supplier. In the past, global supply chain disruption has in turn adversely impacted the delivery schedule for our vehicles. An increase in raw material costs may require us to increase our product prices, which could adversely impact our price competitiveness.

Suppliers may experience disruptions in their operations, including due to equipment breakdowns, labor strikes or shortages, shipping container shortages, financial difficulties, natural disasters, component or material shortages, cost increases, acquisitions, changes in legal or regulatory requirements, or other similar problems. The unavailability of any component or supplier could, if not covered by contingency supplier plans, result in delays in production, deliveries and rollouts of new EV models and new features, idle manufacturing facilities, product design changes and loss of access to important technology and tools for producing and supporting our products and services. A portion of our parts and components are obtained through short- and medium-term orders rather than long-term supply agreements. This may expose us to fluctuations in prices of components, materials and equipment.

Semiconductor chips are a vital input component to the electrical architecture of our EVs. There has been a global shortage of semiconductor chips since 2020, due in part to the COVID-19 pandemic and increased demand for consumer electronics that use these chips. Although we have sought to manage the impact of the shortage through proactive inventory management and close collaboration with our suppliers, the shortage has resulted in increased chip delivery lead times and increased costs to source available semiconductor chips, which has led to delays in our production. To the extent this semiconductor chip shortage continues, and we are unable to mitigate the effects of this shortage, we may incur higher production costs and our ability to deliver our vehicles on schedule and in sufficient quantities to fulfill customer reservations and to support our growth through sales to new customers would be adversely affected. In addition, we may be required to incur additional costs and expenses in managing ongoing chip shortages, including additional research and development expenses, engineering design and development costs in the event that new suppliers must be onboarded on an expedited basis. Further, ongoing delays in production and shipment of vehicles due to a continuing shortage of semiconductor chips may harm our reputation and discourage additional reservations and vehicle sales, and otherwise materially and adversely affect our business and operations. Other shortages may occur in the future and the availability and cost of the affected components may be difficult to predict.

Cyber-attacks and malicious internet-based activity directed at supply chains have increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems or the third-party information technology systems that support us and our services. Ransomware attacks, including by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data, and income, reputational harm, and diversion of funds. While we conduct risk assessments and gap analyses and have implemented monitoring and defense solutions for our networks, devices applications, data, system processes and users and designed our EVs to comply with cyber-security standards in the relevant target markets and to offer in-vehicle solutions to protect them from and respond to risks in real time, there can be no assurance that any mitigation measures that we have taken or will take will be successful in preventing or minimizing the consequences of cyber-attacks or similar incidents.

Our success will be dependent upon our ability to maintain our relationships with existing suppliers and enter into new supplier agreements. We rely on suppliers to provide key components and technology for our vehicles. Supplier agreements that we have, and may enter into with key suppliers in the future, may have provisions where such agreements can be terminated in various circumstances, including potentially without cause. In addition, if our suppliers experience substantial financial difficulties, cease operations, or otherwise face business disruptions, we would be required to take measures to ensure components and materials remain available. Any supply chain disruption could affect our ability to deliver vehicles and could increase our costs and negatively affect our liquidity and financial performance.

We are planning to establish manufacturing facilities outside of Vietnam and have identified the U.S. for our initial international expansion. In addition, we plan to expand our capacity at our Hai Phong facility. We plan to increase our global maximum production capacity to a rate of up to 1,100,000 vehicles per year by 2026 (assuming the realization of expected growth in demand for our EVs and the availability of financing for, and timely and on-budget completion of, capacity expansion projects) through the foregoing. Our ability to meet delivery timelines could be impacted, which would impact our sales volume and could impact our reputation. Construction and expansion of EV manufacturing facilities involve significant risks and capital. Unforeseen events could lead us to adjust our plans and impact our projected production capacity. We could experience construction delays or other difficulties beyond our ability to control or predict. Any failure to complete these capital-intensive projects on schedule and within budget could adversely impact our business, financial condition, results of operations, cash flows and prospects. Construction projects are subject to supervision and approval procedures, including but not limited to project approvals and filings, construction land and project planning approvals, environment protection approvals, pollution and hazardous waste discharge permits, work safety approvals, fire protection approvals and the completion of inspection, acceptance and other applicable procedures by relevant authorities. There may also be delays and foreseen costs in obtaining the relevant licenses, permits and approvals to operate these facilities, which in turn could impact our business, financial condition, results of operations, cash flows and prospects.

Our reservations may not result in completed sales of our vehicles and our actual vehicle sales and revenue generated for their sales could differ materially from the number of reservations received.

Our reservation program for our vehicles requires customers to place a small reservation fee. Each reservation fee is cancellable and fully refundable without penalty until the customer enters into a sale and purchase agreement for the vehicle they select. We have experienced cancelations in the past, and it is possible that a significant number of customers who reserved our vehicles, including corporate customers and third party dealers with multi-vehicle orders as well as customers that have reserved multiple EVs, may not ultimately complete their purchases for any reason, including due to reasons and factors which may be outside of our control, such as rising inflation, deterioration of economic conditions in our end markets, and the availability and cost of consumer credit. We do not typically verify the identity of customers making reservations. Customers who have made reservations may have made reservations for multiple vehicles while deciding which vehicle to ultimately purchase and may continue to evaluate the attractiveness of vehicle pricing and other factors, in each case up until the time they are given the opportunity to place orders. The wait time from the time a reservation is made until the time the vehicle is delivered, and any delays beyond expected wait times, could impact consumer decisions on whether to ultimately make a purchase and result in customer dissatisfaction. From time to time, we have experienced delayed vehicle deliveries which have resulted in customer dissatisfaction, and there can be no assurance that this will not happen again in the future. As we recognize revenue upon the sale of a vehicle at the time the vehicle is delivered to the customer, our reservation numbers may not be indicative of our future revenue generations and prospects. Furthermore, a portion of our reservations represent reservations made by Vingroup employees who receive discounts on interest payments with respect to vehicle financing as employees of Vingroup-affiliated companies. As a result, our historical pace of attracting reservations may not be indicative of our pace of attracting reservations in the future.

Our results of operations for 2022 reflect sales of ICE vehicles in Vietnam even though we ceased production of ICE vehicles and completed the ICE Assets Disposal during that year.

In connection with our strategic decision to transform into an EV-only manufacturer, we fully phased-out production of ICE vehicles and completed the ICE Assets Disposal to VIG in early November 2022. For more information about the ICE Assets Disposal, see “Corporate History and Structure — Phase-out of ICE Vehicle

Production.” Notwithstanding our cessation of ICE vehicle production in early November 2022, our results of operations for 2022 include the results of our ICE vehicle manufacturing business because, while we ceased production of ICE vehicles in November 2022, we recognize revenue for each ICE vehicle at the time that it is delivered to the customer. In addition, we have an insignificant number of ICE vehicles remaining to be sold in Vietnam in 2023.

We have retained all servicing, warranty and other obligations and liabilities related to ICE vehicles that we have produced and we have retained all rights, obligations and liabilities under ICE vehicle-related supplier contracts that we are not able to novate to VIG or other parties outside of our Group. We have incurred and will incur additional costs associated with break fees or settlement costs related to our outstanding obligations under such contracts, which will be recorded in our consolidated statements of operations as compensation expenses. We have also extended the warranty policy for all ICE vehicles sold and to be sold (which are ICE vehicles that we produced prior to ceasing our ICE manufacturing operations and are scheduled to be delivered) to the earlier of 10 years or the first 200,000 kilometers. Accordingly, we expect to incur costs in the future related to legacy ICE vehicles warranties.

In addition, certain of these ICE vehicle components and spare parts suppliers are also our intended suppliers for our EV vehicles and any differences or disputes in respect of ICE vehicle supply contracts could adversely affect our general business relationship and our ability to acquire necessary EV vehicle parts and components, which in turn could adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our future growth is dependent on the demand for, and upon consumers’ willingness to adopt EVs, which may be affected by various factors, including developments in EV or alternative fuel technology.

Our future growth is dependent on the demand for, and upon consumers’ willingness to adopt EVs. Demand for EVs may be affected by many factors, such as factors directly impacting EV prices or the cost of purchasing and operating EVs such as sales and financing incentives, prices of raw materials and parts and components, cost of petroleum and governmental regulations, including tariffs, import regulations, evolving technical regulations and standards, and other taxes. Concerns over global economic conditions, stock market volatility, energy costs, geopolitical issues, inflation and central banks’ decisions to increase interest rate increases in response, the availability and cost of credit, and slowing of economic growth and forecasts of a recession in our target markets and the global economy may dampen demand for EVs. Demand for EVs may also be adversely affected by increases in demand for ICE vehicles relative to demand for EVs, which in turn may be driven by many factors. Volatility in EV demand may lead to lower vehicle unit sales, which may result in downward price pressure and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

The market for EVs is still evolving, characterized by changing EV and alternative fuel technologies, a competitive pricing environment, evolving government regulations and industry standards, and changing consumer demands and behaviors. We may be unable to keep up with changes in EV technology or alternatives to battery-generated electricity as a fuel source and, as a result, our competitiveness may suffer. Developments in alternative fuel technologies, such as hydrogen, ethanol, fuel cells, or compressed natural gas, may materially and adversely affect our business and prospects in ways we do not currently anticipate. Existing and other battery cell technologies, fuels or sources of energy may emerge as consumer’s preferred alternative to our vehicles. As technologies change, we will need to source and integrate the latest technology into our vehicles. The introduction and integration of new technologies into our vehicles may increase our costs and capital expenditures required for the production and manufacture of our vehicles. Any failure by us to cost efficiently implement new technologies or adjust our manufacturing operations could adversely affect our business, prospects, financial condition, results of operations, and cash flows.

If there is inadequate access to EV charging stations or related infrastructure, our business may be materially and adversely affected.

Demand for our vehicles will depend in part upon the availability and quality of our charging infrastructure. In Vietnam, we face risks associated with owning and operating our EV charging station network and must ensure that our network reach and infrastructure is sufficient to meet our customers’ needs. Outside of Vietnam, we market our VinFast Power Solutions program and our ability to provide our customers with stress-free charging services, including access to a network of charging stations through strategic partnerships. In the U.S., we rely on our partners, Electrify America and EVgo, to provide our U.S. customers with charging solutions at their networks of EV charging stations.

Our partners’ charging infrastructure could be impacted by challenges such as:

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logistics issues, including any delays or disruptions in the provision of charging services at the charging stations;

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integration with electronic payment platforms;

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successful integration of our EVs with third-party charging networks;

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inadequate capacity or over capacity in certain areas, security risks or risk of damage to vehicles, charging equipment or real or personal property;

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obtaining any required permits, land use rights and filings;

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the potential for lack of customer acceptance of our partners’ charging solutions; and

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the risk that government support for EV and alternative fuel solutions and infrastructure may not continue.

While the prevalence of charging stations generally has been increasing, charging station locations are currently less widespread than gas stations in all of our target markets. The lack of more widespread charging infrastructure could lead to potential customers choosing not to purchase our EVs. Although we intend to establish far-reaching charging networks in our target markets, we and our charging solutions partners may be unable to expand our charging networks as fast as we intend or as the public desires, or to place the charging stations in places our customers believe to be optimal. There can be no assurance that our partners will continue to work with us on terms acceptable to us, or at all. To the extent we or our charging solutions partners are unable to meet customer expectations or experience difficulties in providing charging solutions, our reputation and business may be materially and adversely affected. If we are unable to meet user expectations or experience difficulties in providing our charging solutions, our business, financial condition, results of operations, cash flows and prospects may be materially and adversely affected.

Any reduction, elimination, alteration, ineligibility, unavailability or discriminatory application of government subsidies, favorable trade policies and free trade agreements and economic incentives that we currently or expect to receive may result in the diminished competitiveness of the alternative fuel and electric vehicle industry generally or our vehicles. In particular, we benefit from favorable tax concessions in Vietnam and the U.S. For example, in Vietnam, we are entitled to corporate income tax incentives for investment projects in certain economic zones under Vietnam’s Law on Investment and the Law on Corporate Income Taxes (and its implementing regulation). As a result of such tax incentives, for the years ended December 31, 2020, 2021 and 2022, VinFast Vietnam was entitled to a preferential tax rate of 10% and CIT exemption, resulting in an effective tax rate of 0%. These income tax incentives will be phased out gradually over the years until 2033. The phase-out and expiry of the corporate income tax incentives may adversely affect our results of operations. Conversely,

applicable laws may impose additional barriers to electric vehicle adoption, including additional costs and adversely affect the growth of the alternative fuel automotive markets and our business, financial condition, results of operations, cash flows and prospects. Incentives may also be put in place which benefit alternative technologies, which could adversely impact demand for EVs.

In certain markets, customers may also benefit from government incentives for the purchase of electric vehicles in the form of rebates, tax credits and other financial incentives. These governmental rebates, tax credits and other financial incentives may lower customer purchase costs or provide savings in connection with the purchase of EVs or use of EV infrastructure. For example, the IRA provides tax credits in connection with the purchase of certain EVs through 2032. However, in order for the purchase of an EV to qualify for such credits, the EV must satisfy certain requirements, including, among others, that a specified percentage of the value of the battery components in the EV be manufactured or assembled in the U.S., the final assembly of the vehicle be conducted in the U.S., the retail price of the vehicle not exceed a specified threshold which varies by vehicle type and eligible taxpayers must have incomes below certain thresholds. In 2022, we entered into a series of agreements with North Carolina state and local authorities to build a manufacturing facility spanning across a site measuring approximately 712 hectares in North Carolina. Commissioning of the facility is targeted for 2025. Once this facility commences operations and final assembly of our EVs, our customers in the U.S. may be able to be entitled to this tax credit, subject to, among other things, their income eligibility as well as our ability to meet requirements on battery components and critical minerals. We are monitoring the issuance of the detailed guidance on these requirements by the Internal Revenue Service (“IRS”) and will be evaluating its implications on our supply chain ecosystem in order to satisfy such requirements. If purchases of our EVs are not able to qualify for tax credits under the IRA, demand for our EVs may decrease. There is uncertainty as to the expected benefit or impact from the IRA due to the IRA’s eligibility criteria related to consumer income, battery components and critical minerals. In addition, under the IRA, qualifying used EVs will also be eligible for a tax credit, which could cut into the sales of new EVs. Further, to the extent our vehicles now or in the future benefit from incentives, incentives may take time to be disbursed and may not impact customer purchase decisions as expected. Incentives may also expire on specified dates, end when the allocated funding is no longer available, or be reduced or terminated as a matter of regulatory or legislative policy. There is no guarantee that the rebates, tax credits or other financial incentives for alternative energy production, alternative fuel, and EVs which have been made available will be available in the future. If current tax incentives are not available in the future, demand for EVs may stagnate or decline, which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. We commenced the process of documenting and testing our control procedures in the fourth quarter of 2022 in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, and during the course of this assessment we may identify certain weaknesses and deficiencies in our control over financial reporting other than those summarized below. Beginning with our second annual report following this offering, we will be required pursuant to SEC rules to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in internal control over financial reporting. As defined in the standards established by the U.S. Public Company Accounting Oversight Board (“PCAOB”), a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In addition, our independent registered public accounting firm will be required to formally attest to and report on the effectiveness of our internal control over financial reporting pursuant to the SEC rules commencing the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an

“emerging growth company” (“EGC”) (as defined in the JOBS Act). See “— Risks Related to the Ownership of Our Securities — We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.” At the time when we are no longer an EGC, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal controls are designed, documented, operated or reviewed. Remediation efforts may not enable us to avoid a material weakness in the future.

Although efforts to document, test, evaluate and remediate our internal control over financial reporting are in progress, there is a risk that we will not be able to conclude, within the prescribed timeframe, that our internal control over financial reporting is effective as required by Sarbanes-Oxley Act Section 404. Testing and maintaining internal control may divert our management’s attention from other matters that are important to our business. During the evaluation and testing process, we may identify one or more material weaknesses in internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the SEC rules or our independent registered public accounting firm may not issue an unqualified opinion. If either we are unable to conclude that we have effective internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could cause the price of our ordinary shares to decline and could subject us to investigation or sanctions by the SEC. Failure to remedy any material weakness in internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict future access to the capital markets. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

Although we are not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act, in connection with the audit of our consolidated financial statements as of December 31, 2022 and for the year then ended, our management and our independent registered public accounting firm identified deficiencies that represented material weaknesses in our internal control over financial reporting. The material weaknesses identified by management related to (i) insufficient comprehensive accounting policies and procedures to facilitate preparation of U.S. GAAP consolidated financial statements and (ii) insufficient financial reporting and accounting personnel with appropriate knowledge, skills, and experience in the application of U.S. GAAP and Securities and Exchange Commission (“SEC”) rules to prepare consolidated financial statements and related disclosures completely and accurately.

We have adopted a remediation plan to address the material weaknesses identified above. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Internal Control over Financial Reporting” for details of our remediation plan. Material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that these controls are operating effectively.

We cannot assure you that we will successfully implement our remediation plan, or that our remedial efforts will be sufficient to address the control deficiencies that led to the material weaknesses in internal control over financial reporting, or that they will prevent potential future material weaknesses or control deficiencies. If our remediation efforts are not successful or other material weaknesses or control deficiencies are identified in the future, the accuracy and timing of our financial reporting may be adversely affected, and consequently we may be

unable to file timely periodic reports in compliance with securities laws and stock exchange listing requirements, which may diminish investor confidence in our financial reporting and our share price may decline.

Additionally, we have not performed an evaluation of our internal control over financial reporting as permitted under the JOBS Act; accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act, beginning with our second annual report after the completion of this offering.

Our vehicles currently make use of lithium-ion battery cells; lithium-ion battery cells have been observed to catch fire or vent smoke and flame.

The battery packs in our EVs make use of lithium-ion cells. On rare occasions, lithium-ion cells have been reported to vent smoke and flames in a manner that can ignite nearby materials. If the battery packs in our EVs experience failure, it could subject us to lawsuits, product recalls, or redesign efforts, all of which would be time consuming and expensive. In addition, negative public perceptions regarding the suitability of lithium-ion cells for automotive use or any future incident involving lithium-ion cells such as a vehicle or other fire, even if not involving our vehicles, could seriously harm our business. In addition, we store lithium-ion cells at our EV manufacturing facilities, which could prove hazardous if not stored and handled properly, resulting in damages, injuries or adverse publicity. Moreover, any failure of a competitor’s electric vehicle or energy storage products may indirectly cause indirect adverse publicity for our industry as a whole, us and our products. Such adverse publicity could negatively affect our brand and harm our business, financial condition, results of operations, cash flows and prospects.

We collaborate with a range of third parties, including for certain business partners for key aspects of our business, and any failure of these partners to deliver their services adequately will adversely impact our business, operations, reputation, results of operations and prospects.

We contract with third parties to provide certain products and services to our customers. The battery packs in our EVs are supplied by VinES and other third parties. The charging network access that we provide in international markets are owned and managed by third party charging network infrastructure providers. In Vietnam, although we provide our own charging stations, we rely on third party infrastructure providers for support of our charging network services and equipment, and may also engage third parties to provide certain after-sales services, such as body repairs and roadside assistance. We have entered into arrangements with financial institutions to provide consumer financing for our EVs. We plan to partner with third parties for after-sales services during our initial expansion outside of Vietnam, including roadside and off-road assistance and collision repairs.

Although we take care to select our third-party business partners and contractors, we cannot control their actions. If our vendors fail to perform as we expect, our operations and reputation could suffer if the failure harms the vendors’ ability to serve us and our customers. One or more of these third-party vendors may experience financial distress, staffing shortages or liquidity challenges, file for bankruptcy protection, go out of business, or suffer disruptions in their business. We may not be able to renew or enter into new arrangements with our third-party providers on terms satisfactory to us. If we successfully grow our business as expected, our third-party providers will be required to meet increased requirements from us as we seek to serve greater customer demand.

We also depend, directly and indirectly, on third-party construction contractors for the expansion of our manufacturing capacity. We plan to construct manufacturing facilities in the U.S. and expand the capacity at our manufacturing facility in Hai Phong, Vietnam. In part to support our battery requirements, VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a

second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. Any delay or deficiency in the work of such third-party contractors could, directly or indirectly, have a material and adverse effect on our business, operations and prospects.

The use of third-party vendors represents an inherent risk to us that could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may experience issues with the recycling of our lithium-ion cells and battery modules, which may harm our business and reputation.

Our business requires us to dispose of battery components used in the production of our EVs. Our ability to appropriately and efficiently handle the recycling of our lithium-ion cells and battery modules will depend on our and our partners’ ability to develop and put in place efficient and low-cost recycling capabilities and processes that meet future recycling needs.

Our research and development efforts may not yield expected results.

Technological innovation is critical to our success. We have developed some of our technologies in-house, and we also collaborate with third-party business partners, including our affiliates in the Vingroup technology ecosystem, for the design and continued development of our EV offerings. We have invested in our research and development efforts and expect to continue doing so in the future. Research and development activities are inherently uncertain, and there can be no assurance that we will continue to achieve technological breakthroughs and successfully commercialize such breakthroughs. A delay in the development or regulatory approval (if applicable) of technologies for our new EV models could delay our expected timelines to bring new vehicles to market or to provide upgrades to existing models or generally fail to meet customer demand, which would in turn damage our brand and reputation, adversely affect our business, financial condition, results of operations, cash flows and prospects and cause liquidity constraints.

Our vehicles rely on software and hardware that is highly technical, and if these systems contain errors, bugs, vulnerabilities, or design defects, or if we are unsuccessful in addressing or mitigating technical limitations in our systems, or if we are unable to coordinate with vendor and suppliers in a timely and effective manner, our business could be adversely affected.

Our vehicles rely on software and hardware that is highly technical and complex and may require modification and updates over the life of the vehicles. In addition, our vehicles depend on the ability of such software and hardware to store, retrieve, process and manage data. Our software and hardware may contain errors, bugs, vulnerabilities or design defects, and our systems are subject to certain technical limitations that may compromise our ability to meet our objectives. Some errors, bugs, vulnerabilities, or design defects inherently may be difficult to detect and may only be discovered after the code has been released for external or internal use. Although we will attempt to remedy any issues we observe in our vehicles effectively and rapidly, such efforts may not be timely, may hamper production or may not be to the satisfaction of our customers.

Additionally, we expect to periodically deploy updates to the software (whether to address issues, deliver new features or make desired modifications). If our OTA update procedures fail to properly update the software or otherwise have unintended consequences to the software, the software within our customers’ vehicles will be subject to vulnerabilities or unintended consequences resulting from such failure of the OTA update until properly addressed. If those remote updates fail, cause malfunctions, do not function as anticipated or have unintended consequences, the functionality of our customers’ EVs and the safety of users of the vehicle could become compromised. Such OTA updates must also comply with applicable regulations and standards.

In the design, development and production of our vehicles, we utilize third-party software and complex technological hardware, some of which are licensed to us pursuant to licensing agreements and others which we

have acquired from experienced business partners through technology transfer transactions. The development and implementation of such technologies in our EVs is inherently complex and requires that we coordinate with our business partners, vendors and suppliers to integrate such technology into our EVs and ensure the interoperability of the various parts. If we are unable to develop the software and technology systems necessary to operate our vehicles, our competitive position could be harmed. We may also fail to detect defects and errors that are subsequently revealed, and our control over the performance of third-party services and systems may be limited.

The occurrence of software or hardware issues or other difficulties involving our technology or other systems can adversely impact the customer experience and result in customer dissatisfaction with our vehicles. If we are unable, particularly as a new entrant to the EV industry, to prevent or effectively remedy errors, bugs, vulnerabilities or defects in our software and hardware, or fail to deploy updates to our software properly or otherwise achieve customer satisfaction, we would suffer damage to our reputation, loss of customers, loss of revenue or liability for damages, any of which could adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Our warranty reserves may be insufficient to cover future warranty claims, which could adversely affect our business, financial condition, results of operations, cash flows and prospects.

We provide a manufacturer’s warranty on all new vehicles at the time of sale as well as a warranty on batteries in our EVs. In addition, notwithstanding the sale of the ICE Assets to VIG, the liabilities continue to rest with us. Pursuant to the warranties associated with the ICE vehicles, we are responsible for servicing the ICE vehicles and handling the warranty claims over the life of the warranty. We have extended the warranty policy for all ICE vehicles sold and to be sold (which are ICE vehicles that we produced prior to ceasing our ICE manufacturing operations and are scheduled to be delivered) to the earlier of 10 years or the first 200,000 kilometers. We also offer a warranty for battery with our battery subscription program for the duration of the battery lease, which may be longer than the warranty period under our outright sale model. Our battery subscription program will provide for replacement or repair in case the battery capacity falls under 70% for the duration of the battery lease.

We maintain a warranty reserve for these obligations. The amount of the warranty reserve represents our best estimate of the projected costs to repair or replace items under warranties, as well as the nature and frequency of future claims. We cannot assure you that the warranty reserves that we maintain will be sufficient to fully cover claims that may arise. In addition, given the durations of our vehicle manufacturer’s warranty offering of up to 10-year / 125,000-mile and battery warranty under the battery subscription program, we may encounter unforeseen or higher costs. We could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

If our vehicle owners customize our vehicles with aftermarket products, or attempt to modify our vehicles’ charging systems, the vehicles may not operate properly, which may create negative publicity and could harm our brand and business.

Automotive enthusiasts may seek to alter our vehicles to modify their performance which could compromise vehicle safety and security systems. Also, customers may customize their vehicles with aftermarket parts that can compromise driver safety. We do not test, nor do we endorse, such changes or products. In addition, customers may attempt to modify our vehicles’ charging systems or use improper external cabling or unsafe charging outlets that can compromise the vehicle systems or expose our customers to injury from high voltage electricity. Such unauthorized modifications could reduce the safety and security of our vehicles and any injuries resulting from such modifications could result in adverse publicity, which may negatively affect our brand and thus harm our business, financial condition, results of operations, cash flows and prospects.

We may be subject to risks associated with autonomous driving technologies.

Our vehicles are being designed with connectivity for an autonomous hardware suite and will offer some autonomous functionality. Autonomous driving technologies are subject to risks and there have been accidents and fatalities associated with such technologies. The safety of such technologies depends in part on driver interactions, and drivers may not be accustomed to using or adapting to such technologies. To the extent accidents associated with our autonomous driving systems occur, we could be subject to liability, negative publicity, government scrutiny, and further regulation. Moreover, any incidents related to autonomous driving systems of our competitors could adversely affect the perceived safety and adoption of our vehicles and autonomous driving technology more broadly. Any of the foregoing could materially and adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Autonomous driving technology is also subject to considerable regulatory uncertainty as the law evolves to catch up with the rapidly evolving nature of the technology itself, all of which are beyond our control. Our vehicles also may not achieve the requisite level of autonomy required for certification and rollout to consumers or satisfy changing regulatory requirements which would require us to redesign, modify or update our autonomous hardware and related software systems.

Our historical results of operations are not, and our past growth may not, be indicative of our future performance or prospects.

This prospectus includes financial information (i) as of December 31, 2020 and for the year then ended derived from the consolidated financial statements of VinFast Trading and Production Joint Stock Company and (ii) as of December 31, 2021 and 2022 for the years then ended derived from the consolidated financial statements of VinFast Auto Pte. Ltd.

We operated primarily as an ICE vehicle manufacturer prior to 2022. In January 2022, we announced our strategic decision to cease ICE vehicle production to transform into a pure-play manufacturer of EVs. In early November 2022, we fully phased-out production of ICE vehicles and completed the ICE Assets Disposal to our shareholder, VIG. In 2022, while gradually phasing out our legacy ICE vehicle manufacturing operations, we also invested in R&D for new EV models and ramped up production of our EVs, leading to our initial deliveries of the VF e34 and VF 8 in Vietnam. During the year, we also grew our footprint outside of Vietnam by opening reservations for the VF 8 and VF 9 in North America and Europe and making our initial shipment of the VF 8 “City Edition” to the U.S. in December 2022. For these reasons, we believe that our results of operations during the periods presented in this prospectus are not comparable. Moreover, the historical financial information included in this prospectus may not be indicative of our future performance or prospects.

We have experienced rapid growth of our business in the past as an ICE vehicle manufacturer with operations focused on our home market of Vietnam where our parent company’s Vingroup brand is well recognized, we offer a range of marketing initiatives and promotions and we believe domestically produced vehicles have certain competitive advantages. There can be no assurance that we will be able to achieve similar rapid growth of our business in our international markets where the business, regulatory and consumer landscapes may differ significantly from Vietnam. As such, our past growth and historical financial results of operations may not be indicative of our future performance or prospects.

Our business depends on the continued efforts of our people and our ability to recruit new talent and our operations may be disrupted if we lose their services.

Our success depends on the continued efforts of our people, including our key management and employees with expertise in various areas. We had turnover in some of our key management and other personnel in the past, including certain senior executives in 2021 and 2022. In addition, we consolidated our North America operations in February 2023, which resulted in turnover in country-level management and other personnel. If our personnel

are unable or unwilling to continue their services with us, we might not be able to replace such personnel in a timely manner or without incurring additional costs or we might not be able to find replacements with appropriate experience. The automotive industry is characterized by high demand and intense competition for talent, and as we build our brand and become more well-known outside of Vietnam, the risk that competitors or other companies may seek to hire our talent could increase. In addition, we may need to expend significant time and expense to train new employees that we are required to hire.

We may be compelled to undertake product recalls or other actions, which could adversely affect our reputation and brand, and our business, financial condition, results of operations, cash flows and prospects.

We may be subject to adverse publicity, damage to our brand, and costs for recalls of our vehicles. In October 2022, we recalled approximately 700 of our VF e34 vehicles, which we sell exclusively in Vietnam, after being informed by our airbag supplier that certain side impact sensors for the airbags could malfunction. The recall procedure entails the replacement of the airbag’s side impact sensor and reconfiguration of the airbag control module. As of early February 2023, we have completed servicing on over 85% of the recalled vehicles. We expect that the costs related to the recall will be borne by the supplier, including the costs of work performed at our service shops in Vietnam. In February 2023, we recalled approximately 2,700 of our VF 8 vehicles sold to retail customers in Vietnam to repair the bolts that connect the front brake caliper to the steering knuckle in the recalled vehicles, and performed the same repair on other VF 8 vehicles in our inventory. Recall servicing is underway. Although we do not believe our results of operations have been directly materially affected by these recalls, we cannot assure that these recalls will not lead to other adverse consequences or reputational harm. In the future, we may at various times, voluntarily or involuntarily, initiate a recall if any of our vehicles, including any systems or parts sourced from our suppliers, prove to be defective or non-compliant with applicable laws and regulations. Such recalls, whether voluntary or involuntary, could involve significant expense and could adversely affect our brand image in our target markets, as well as our business, financial condition, results of operations, cash flows and prospects.

Pandemics and epidemics, natural disasters, terrorist activities, political unrest and other geopolitical risks could disrupt our production, delivery, and operations, which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Global pandemics, epidemics, or fear of spread of contagious diseases, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, reduce or restrict our supply of materials and services, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical risks could have a similar adverse effect on our business, financial condition, results of operations, cash flows and prospects. Any one or more of these events may impede our production and delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

In February 2022, Russian military forces launched a military action in Ukraine. The ongoing military action between Russia and Ukraine, sanctions and other measures imposed against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic by the U.S. and other countries and bodies around the world, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, has in the past and in the future could continue to adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations. Additional potential sanctions and penalties have also been proposed and/or threatened. Although our operations have not experienced material and adverse impact on supply chain, cybersecurity or other aspects of our business from the ongoing conflict between Russia and Ukraine, during times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt

our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services. We cannot predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant, could result in increases in commodity, freight, logistics and input costs and could potentially have substantial impact on the global economy and our business for an unknown period of time.

In August 2022, Nancy Pelosi, the former Speaker of the U.S. House of Representatives, visited Taiwan despite comments in opposition of the visit from the People’s Republic of China (“PRC”) government. The PRC government subsequently conducted military exercises in the region and imposed a ban on certain exports and imports with Taiwan. Against this backdrop, we cannot assure you that future developments in the relationship between mainland China and Taiwan will not adversely affect our supply chain, our industry and the global economy and our business, financial condition and results of operations.

Our servers and data are located in data centers that have implemented data protection and disaster recovery measures and protocols, backup systems and redundancies. Nevertheless, fires, earthquakes, floods, typhoons, power loss, telecommunication failures, break-ins, riots, terrorist attacks or other similar events at the sites of our service providers may still cause damage or interruption to our systems and operations. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our business, financial condition, results of operations, cash flows and prospects.

We will be subject to risks associated with foreign exchange rate fluctuations and interest rate changes.

We intend to operate in numerous markets worldwide and as such will be exposed to risks stemming from fluctuations in currency and interest rates. Our exposure to currency risk is mainly linked to differences in the geographic distribution of our manufacturing and commercial activities, resulting in cash flows from sales being denominated in currencies different from those of purchases or production activities. We also import some supplies and components used in the manufacture of our EVs. Meanwhile our use of various forms of financing to cover future funding requirements for our activities, including loans and borrowings denominated in foreign currencies, further expose us to variable rates of interest and foreign exchange rate fluctuations, which can affect our net revenues, finance costs and margins. As of December 31, 2022, 63.9% of our total debt (which consists of our short-term and current portion of long-term interest-bearing loans and borrowings and long-term interest-bearing loans and borrowings, excluding borrowings from related parties) was denominated in U.S. dollars and 35.9% was denominated in Vietnamese Dong and 0.2% was denominated in euros. An increase in interest rates will increase our debt service obligations in respect of existing borrowings. As of December 31, 2022, VND53,617.4 billion ($2,270.8 million), or 95.4% of our total debt had floating interest rates. Although we may manage risks associated with fluctuations in currency and interest rates through financial hedging instruments, fluctuations in currency or interest rates could have a material adverse effect on our business, prospects, financial condition, results of operations, and cash flows.

In addition, we intend to offer financing of our vehicles to potential customers through a third-party financing partner or partners and are subject to risks of interest rate changes that affect the availability of affordable consumer credit. For example, in the U.S., in response to rising rates of inflation, the Federal Reserve Board increased the benchmark federal funds interest rates multiple times in 2022, and has signaled that there may be additional federal funds interest rate increases during 2023. This rising rate environment and the speed with which it has been occurring could negatively impact our customers’ desire or ability to obtain financing to purchase or lease our vehicles.

Risks Related to Our Relationship with Vingroup

Vingroup, VIG and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”) hold equity interests of 51.5%, 33.5% and 15.0% in our company, respectively. Each of these shareholders is majority owned by Mr. Pham Nhat Vuong. Immediately following the completion of this offering, Vingroup, VIG and Asian Star will own %, % and % of our issued and paid-up ordinary shares, respectively. While the business of our company will be managed by, or under the direction or supervision of, our directors, as long as these shareholders and Vingroup’s Chairman continue to control shares representing a majority of our voting power, they will generally be able to determine the outcome of all corporate actions requiring shareholder approval, and control or exert significant influence on the composition of the board of directors. If our controlling shareholders do not dispose of their ordinary shares, they could retain control over us for an extended period of time or indefinitely. Our controlling shareholders may decide to sell a significant portion of our ordinary shares to a third party, including to one of our competitors, thereby giving that third party substantial influence over our business and our affairs. Such a sale could be contrary to the interests of our other shareholders. Business opportunities may arise that are attractive to us and our controlling shareholders’ other interests, and there can be no assurance that our controlling shareholders will direct those opportunities to us. Instead, our controlling shareholders may seek to direct us to engage with Vingroup affiliates instead of unrelated third parties. We do not have any non-competition agreements in place with any of our affiliates, and as a result, although we believe Vingroup intends to conduct its EV business solely through us, Vingroup or its affiliates could in the future, provide products or services which compete with ours.

Our Global CEO, Ms. Le Thi Thu Thuy, also holds the position of Vice Chairwoman of Vingroup. This relationship could create, or appear to create, conflicts of interest when faced with decisions with potentially different implications for us and our Vingroup affiliates.

Because our controlling shareholders’ interests may differ from the interests of our other shareholders, actions taken by our controlling shareholders may be more favorable to those shareholders than to us or our other shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of our company. As a result, the substantial control of our controlling shareholders over our company may reduce the value of your investments.

We have relied on our parent company, Vingroup, for financial support. Vingroup and its affiliates have been our key investors since inception, and have made significant investments in us, including in the form of debt financing, corporate loan guarantees and capital contributions. For details, see “Related Party Transactions.”

We depend on Vingroup affiliates for key aspects of our business, including the provision of technology services and R&D by affiliates in the Vingroup technology ecosystem. We also sublease the site in Hai Phong, Vietnam where our main manufacturing facility is located, from Vinhomes Industrial Zone Investment Joint Stock Company (“VHIZ JSC”). We obtain certain shared management assistance services and license key intellectual property used in our business from Vingroup, including our trade name, our logo, our EV names, such as VINFAST VF 5, VINFAST VF 6, VINFAST VF 7, VINFAST VF 8 and VINFAST VF 9, and our e-scooter names, such as Klara, Theon, Feliz and VinFast Evo 200 and the industrial design for our VF 9 model.

We have also relied on Vingroup and its affiliates for a number of other commercial arrangements. These include loans from and to Vingroup and its affiliates, leases of retail and advertising spaces, procurement of goods and services related to information security and technology, raw materials and spare parts and social and other services such health care and education that we provide as employee benefits and compensation. We also expect to rely on related parties for construction to increase the manufacturing capacity of our facilities. We derive a portion of our revenue from sales of goods and spare parts (battery related) to VinES and sales of e-buses to Vinbus Ecology Transport Services LLC (“VinBus”). We may in the future enter into additional transactions with entities in which members of our board of directors and other related parties hold ownership interests.

Our affiliate, VinES, is a key battery pack supplier to us and also is expected to manufacture battery cells and include those battery cells in the battery packs that they supply to us in the future. We do not have control over the business operations of VinES, though it remains our affiliate within the Vingroup ecosystem. Accordingly, we cannot guarantee the smooth operation of and stability and quality of service delivered by VinES. VinES faces similar new entrant risks that we face as a new entrant in the EV industry. See “— Risks Relating to Our Business and Industry — We face risks associated with being a new entrant in the EV industry and the marketing and sale of our EVs in international markets where we have not yet made any deliveries of vehicles.” VinES will also provide consulting and management services for battery-related matters for batteries that we purchase from VinES as well as third-party battery suppliers, including technology consulting, the supply of resources, network building, pricing of input materials and battery products, battery testing and development, contract negotiation, registration and application for battery certification and recycling solutions. For details, see “Related Party Transactions — Agreements with VinES Relating to the Battery Business.”

While the fees generated by Vingroup and its affiliates for these services are not material in the context of Vingroup’s consolidated annual turnover, if such agreements are terminated or we are unable to renew the agreements on similar or favorable terms, or to secure an alternative supplier or service provider, our business could be materially disrupted and our results of operations, financial condition and prospects could be materially and adversely affected.

In addition, we benefit from various co-marketing programs and cross-promotional activities with Vingroup affiliates. For example, as part of its promotional and appreciation campaign to new and existing homebuyers, Vinhomes Joint Stock Company (“Vinhomes”) has provided customers with gifts, including but not limited to VinFast vouchers. Vingroup has also purchased VinFast vouchers to distribute to new and existing homebuyers as part of its promotional campaigns for its real estate projects. VinFast vouchers may be used towards payment for the purchase of our vehicles in Vietnam. To date, a significant proportion of our historical vehicle sales which have primarily been ICE vehicles, have been made with the application of a VinFast voucher provided to the customers by Vinhomes. In 2022, revenue from sales of EVs to customers applying VinFast vouchers provided by Vinhomes accounted for approximately 14% of total revenue from sales of EV. There is no assurance that such programs will continue or will be repeated, and the demand for, and sales of, our vehicles could be adversely affected in the absence of such co-marketing programs. See “Related Party Transactions — Transactions with Vingroup Affiliates — Cross-Promotional Activities.”

As a Vingroup subsidiary, our reputation is linked to an extent with Vingroup and its affiliates. As such, any event or publicity that adversely affects the business or reputation, including litigation, regulatory or other matters, of Vingroup or any of its affiliates, could also have an adverse impact on our brand and reputation, even if such event or publicity is not associated with our products and services. We may incur additional costs in addressing such matters regardless of merit or outcome. This may also divert our management’s time and attention. In addition, we, Vingroup and its affiliates could be adversely impacted by events or reports impacting the industries in which we or they operate even if such events or reports are not directly related to us or our affiliates.

Transactions with the entities in which related parties hold ownership interests present potential for conflicts of interest, as the interests of these entities and their shareholders may not align with the interests of our company and our unaffiliated shareholders with respect to the negotiation of, and certain other matters related to, our

purchases from and other transactions with such entities. Conflicts of interest may also arise in connection with the exercise of contractual remedies under these transactions, such as default.

Risks Related to Information Technology, Cybersecurity and Data Privacy

We utilize third-party service providers to support our service and business operations and any disruption or delays in service from these third-party providers could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Our brand, reputation and ability to attract customers depends on the reliable performance of our vehicles and the supporting systems, technology, and infrastructure. For example, we outfit our vehicles with in-vehicle services and functionality that use data connectivity to monitor performance and capture opportunities for cost-saving preventative maintenance. The availability and effectiveness of these services depend on the continued operation of information technology and communication systems. We rely on leading third party providers to host our cloud computing and storage needs. We do not own, control, or operate our cloud computing physical infrastructure or their data center providers. Although we have put in place disaster recovery plans, including the use of multiple cloud service providers spread out across different locations, our systems and operations are still vulnerable to damage or interruption from, among others, fire, flood, power loss, natural disasters, telecommunications failure, terrorist attacks, acts of war, electronic and physical break-ins, system vulnerabilities, earthquakes and other events at the sites of such providers. Ransomware within our information systems could target our manufacturing and/or business capabilities limiting the availability and uptime of these systems or eliciting payment from us. The occurrence of any of the foregoing events could result in damage to systems and hardware or could cause them to fail completely, and our insurance may not cover such events or may be insufficient to compensate us for losses that may occur.

Problems faced by our third-party cloud service providers with their telecommunications network providers with which they contract or with the systems by which they allocate capacity among their customers, including us, could adversely affect the experience of our customers. Our third-party cloud service providers could decide to close their facilities without adequate notice resulting in loss of service and negative effects in our systems. Any financial difficulties, such as bankruptcy reorganization, faced by our third-party providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict.

Business interruption insurance that we may carry in the future may not be sufficient to compensate us for the potentially significant losses, including the potential harm to the future growth of our business, which may result from interruptions in our service as a result of system failures. Any errors, defects, disruptions or other performance problems with our services could harm our business, financial condition, results of operations, cash flows and prospects.

Breaches in data security, failure of information security systems and privacy concerns could subject us to penalties, damage our reputation and brand, and adversely impact our business, financial condition, results of operations, cash flows and prospects.

We and our suppliers and service providers may face challenges with respect to information security and privacy, including in relation to the collection, storage, transmission and sharing of information. We and our suppliers and service providers collect, transmit and store confidential and personal and sensitive information of our employees and/or customers, including names, accounts, user IDs and passwords, vehicle information, and payment or transaction related information. We are also subject to certain laws and regulations, such as “Right to Repair” laws, that require us to provide third-party access to our network and/or vehicle systems. In addition, our EVs are connected to the internet and are accessible by various persons, whether remotely or in person, including by technicians during car maintenance services, and we may integrate our service providers’ software or services into our systems and applications, all of which further heighten the risk of breaches of our EVs’ security systems and unauthorized access to personal data stored in the EV systems.

Increasingly, companies are subject to a wide variety of attacks on their networks and information technology infrastructure on an ongoing basis. Traditional computer “hackers,” malicious code (such as viruses and worms), phishing attempts, employee theft or misuse, denial of service attacks, ransomware attacks and sophisticated nation-state and nation-state supported actors engage in intrusions and attacks that create risks for our (and our suppliers’) internal networks, vehicles, infrastructure, and cloud deployed products and the information they store and process. In addition, hardware, components and software that are produced by us or third parties and utilized in our EVs may contain design or manufacturing defects that could unexpectedly interfere with the operation or security of our EVs.

Although we have implemented security measures to prevent such attacks, our networks and systems may be breached due to the actions of outside parties, employee error, malfeasance, a combination of these, or other causes, and as a result, an unauthorized party may obtain access to our systems, networks, or data. If a threat actor is able to hack into our EV systems, the safety of the EV and its passengers may become at risk. We and our suppliers have in the past been subject to ransomware and phishing attacks. Though we do not believe we experienced any material losses or any sensitive or material information was compromised, we were unable to determine conclusively that this was the case. We have implemented remedial measures in response to such incidents. We cannot guarantee that such measures will prevent all incidents in the future.

We work with various third-party suppliers and service providers in the course of operating our business, and we depend on such third parties to take appropriate measures to protect the security and integrity of their information and systems. We cannot assure you that the measures taken by our third-party suppliers and service providers will be effective.

We and our third-party suppliers and service providers may face difficulties or delays in identifying or otherwise responding to any attacks or actual or potential security breaches or threats. A breach in our data security or that of our suppliers or service providers could create system disruptions or slowdowns and provide malicious parties with access to information stored on our networks, resulting in data being publicly disclosed, altered, lost, or stolen, which could subject us to liability and adversely impact our business, financial condition, results of operations, cash flows and prospects. Further, any breach in our data security or those of our third-party suppliers and service providers could allow malicious parties to access sensitive systems, such as our product lines and the vehicles themselves. Such access could adversely impact the safety of our employees, our customers and third parties.

Furthermore, cybersecurity organizations around the world have published warnings of increased cybersecurity threats to businesses, and external events, like the conflict between Russia and Ukraine, may increase the likelihood of cybersecurity attacks. We and our suppliers and service providers may be subject to retaliatory cyberattacks by state or non-state actors in response to economic sanctions and other political actions taken by governments in the North America or Europe where we operate.

Any actual, alleged or perceived failure to prevent a security breach or to comply with our cybersecurity policies or cybersecurity-related legal obligations, failure in our systems or networks, or any other actual, alleged or perceived data security incident we or our suppliers or service providers suffer, could result in damage to our reputation, negative publicity, loss of customers and sales, loss of competitive advantages over our competitors, increased costs to remedy any problems and provide any required notifications and consents, including to regulators and/or individuals, and otherwise respond to any incident, claims, regulatory investigations and enforcement actions, costly litigation, administrative fines and other liabilities. We would also be exposed to a risk of loss or litigation and potential liability under laws, regulations and contracts that protect the privacy and security of personal data. We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs and fees, diversion of internal resources, and reputational harm.

In addition, we may incur significant financial and operational costs to investigate, remediate and implement additional tools, devices and systems designed to prevent actual or perceived security breaches and other security

incidents, as well as costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely impact the market perception of our products and customer and investor confidence in our company, and would materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

We retain certain information about our customers, which may subject us to customer concerns or various privacy and consumer protection laws.

We use our vehicles’ electronic systems to log certain information about each vehicle’s use, such as location, charge time, battery usage, mileage and driving behavior, among other things, in order to aid us in vehicle diagnostics and repair and maintenance, as well as to help us customize and optimize the driving and riding experiences. Our customers may object to the use of this data, which may harm our reputation and business. Possession and use of our customers’ driving behavior and data in conducting our business may subject us to legislative and regulatory burdens in Vietnam and other jurisdictions that could require notification of data breach, restrict our use of such information, and hinder our ability to acquire new customers or market to existing customers. If customers allege that we have improperly released or disclosed their sensitive personal data, we could face legal claims, lawsuits and reputational harm. If third parties improperly obtain and use sensitive personal data of our customers, we may be required to expend significant resources to resolve these problems.

As we expand our operations internationally, we will be required to comply with increasingly complex and rigorous regulatory standards enacted to protect business and personal information in the U.S., Canada, Europe and elsewhere. See “Regulations.” Such regulations may impose additional regulatory obligations regarding the handling of personal information and further provide certain individual privacy rights to persons whose data is processed. Data protection and privacy-related laws and regulations are evolving and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions. We are monitoring these developments, but we may, in addition to other impacts, experience additional costs associated with increased compliance burdens and restrictions on the conduct of our business and the manner in which we interact with our customers.

Failure to comply with applicable laws and regulations could result in regulatory enforcement actions against us. For example, our misuse of or failure to secure personal information could result in violation of data privacy laws and regulations, proceedings against us by governmental entities or others, and/or result in significant liability and damage to our reputation and credibility. These possibilities, if borne out, could have a negative impact on revenues and profits. If a third party alleges that we have violated applicable data privacy laws, we could face legal claims, damages and administrative fines as well as reputational harm among consumers, investors, and strategic partners.

Any unauthorized control or manipulation of our vehicles’ systems could result in a loss of confidence in us and our vehicles and harm our business.

Our vehicles contain complex technology systems. We have designed, implemented, and tested security measures intended to prevent cybersecurity breaches or unauthorized access to our information technology networks, our vehicles and their systems, and intend to implement additional security measures as necessary and to comply with the relevant standards of our target markets, such as ISO 21434:2021, UNECE R-155 and R-156 regulations on the safety of connected vehicles. However, hackers and other malicious actors may attempt in the future to gain unauthorized access to modify, alter, and use networks, vehicle software and our systems to gain control of, or to change, our vehicles’ software or to gain access to data stored in or generated by the vehicle. Errors and vulnerabilities, including zero day vulnerabilities, in our information technology systems will be probed by third parties and could be identified and exploited in the future, and our remediation efforts may not be timely or successful. Any unauthorized access to or control of our vehicles or their systems or any unauthorized access to or loss of data could result in risks to our customers and other third parties, unsafe driving conditions, or failure of our systems, any of which could result in interruptions in our business, legal claims or proceedings

which may or may not result in our favor and could subject us to significant liability. In addition, regardless of their veracity, reports of unauthorized access to our vehicles, their systems or data, as well as other factors that may result in the perception that our vehicles, their systems or data are capable of being “hacked” and lack appropriate safety controls, could negatively affect our brand and harm our business, financial condition, results of operations, cash flows and prospects.

Risks Related to Regulations and Litigation

We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our reputation and brand, subject us to significant fines and liability, or otherwise adversely affect our business.

The laws, regulations, standards and policies are continuously evolving. The costs of compliance, including remediation of any discovered issues and any changes to our operations mandated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. As we expand our business into the target markets, we are in the process of reviewing the applicable laws and regulations in each jurisdiction, including required approvals, licenses and permits. Such laws, regulations, standards and policies continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could adversely increase our compliance costs or otherwise affect our business.

All vehicles sold must comply with applicable standards, including mandated safety standards, in each market where our vehicles are sold. Vehicles must pass various tests and undergo certification and processes before being delivered to consumers. Our manufacturing facilities may be subject to scheduled and unscheduled inspections by government agencies. Failure by us to satisfy motor vehicle standards and relevant certification and approval requirements would materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. We are not able to predict with certainty the duration or outcome of testing (including EPA range testing), approval, licensing and permitting processes that our vehicles undergo in our target markets. Adverse outcomes or unexpected delays in these processes have in the past required, and could in the future require, us to adjust our rollout or delivery schedules and could adversely impact our business. Such developments, in turn, could result in negative publicity or adversely affect our brand and reputation.

Our business plan includes the direct sale of vehicles to retail consumers. The laws governing licensing of dealers and sales of motor vehicles vary from jurisdiction to jurisdiction. For example, in the U.S., most states require a dealer license to sell new motor vehicles within the state, and many states prohibit manufacturers from being a licensed dealer and directly selling new motor vehicles to retail consumers. The application of these types of laws to our operations continues to be difficult to predict but could pose operational challenges for us in the future. We and others in our industry may face legal challenges to this distribution model, including from car dealers and their lobbying organizations. Because laws vary from jurisdiction to jurisdiction, our distribution model must be carefully established, and our sales and service processes must be continually monitored for compliance with the various state requirements, which change from time to time. Regulatory compliance and likely challenges to the distribution model may add to the cost of our business.

Our business could be adversely affected by trade tariffs, export control laws or other trade barriers.

Our business could be affected by the imposition of tariffs, export control laws and other trade barriers, which may make it more costly or difficult for us to export our vehicles to the imposing country. We will become subject to additional tariffs, laws and barriers as we enter into new markets. We may experience cost increases as a result of existing or future tariffs, and may not be able to pass on such additional costs to our customers, or otherwise mitigate the costs. In the event that we raise prices to help cover the higher costs, we may face lower demand for our exported vehicles. A violation of export control laws could subject us to whistleblower complaints, adverse media coverage, investigations, and severe administrative, civil and criminal penalties, collateral consequences, remedial measures and legal expenses. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects.

Misconduct by our employees could expose us to legal liabilities, reputational harm and/or other damages to our business.

Our employees play critical roles in ensuring the safety and reliability of our products and services and/or our compliance with relevant laws and regulations. Certain of our employees have access to sensitive information (including customer data) and/or proprietary technologies and know-how. We cannot assure you that our employees will always abide by the terms of their labor contracts, our codes of conduct, policies and procedures nor that the precautions we take to detect and prevent employee misconduct will always be effective. If any of our employees engage in any misconduct, illegal or suspicious activities, including but not limited to, misappropriation or leakage of sensitive client information or proprietary information, we and such employees could be subject to legal claims and liabilities and our reputation and business could be adversely affected as a result. In addition, while we seek to effectively screen candidates during the recruitment process, we cannot assure you that we will be able to uncover misconduct of job applicants that occurred before we offered them employment, or that we will not be affected by legal proceedings against our existing or former employees as a result of their actual or alleged misconduct.

We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings. If the outcomes of these proceedings are adverse to us, it could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Except as disclosed in “Business — Legal Proceedings,” we are currently not party to any material legal or administrative proceedings. However, in light of the nature of our business, we and our management are susceptible to potential claims or disputes. We and certain of our management have been, and may from time to time in the future be, subject to or involved in various claims, disputes, lawsuits and other legal and administrative proceedings. Lawsuits and litigations may cause us to incur defense costs, utilize a significant portion of our resources and divert management’s attention from our day-to-day operations, any of which could harm our business. Claims arising out of actual or alleged violations of law, breach of contract or torts could be asserted against us by customers, business partners, suppliers, competitors, employees or governmental entities in investigations and legal proceedings.

We may become subject to product liability claims, which could harm our business, financial condition, results of operations, cash flows and prospects if we are not able to successfully defend or insure against such claims.

The automotive industry experiences significant product liability claims, including in respect of defects in or malfunctions of batteries leased under our battery subscription program, and we face inherent risk of exposure to claims in the event our vehicles do not perform as expected or malfunction resulting in property damage, personal injury or death. A successful product liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim, even if unsuccessful, could generate substantial negative publicity about our vehicles and business. A product liability claim could also slow or prevent commercialization of our future vehicle candidates which would have a material adverse effect on our brand, business, prospects and operating results. Any lawsuit seeking significant monetary damages may have a material adverse effect on our brand and reputation, and our business, financial condition, results of operations, cash flows and prospects.

Our insurance coverage strategy may not be adequate to protect us from all business risks.

We have limited liability insurance coverage for our products and business operations. While we currently carry commercial general liability, commercial automobile liability, product liability, excess liability, workers’ compensation, employment practices liability and directors’ and officers’ insurance policies, and plan to cover all mandatory insurance policies, we cannot be certain that our insurance coverage will be sufficient to cover all future claims against us and any other business-related risks, including any losses resulting from product defects, fires, natural calamities or acts of God. Any imposition of liability that is not covered by our existing insurance, or is in excess of our existing insurance coverage could harm our business operations and results.

A successful liability claim against us due to injuries or other costs suffered by our customers could generate substantial negative publicity about our vehicles and materially and adversely affect brand and reputation, as well as our business, financial condition, results of operations, cash flows and prospects. In addition, we do not have any business disruption insurance. Any business disruption event could result in substantial cost to us and diversion of our resources.

We are subject to various environmental, health and safety laws and regulations that could impose substantial costs on it and cause delays in expanding our production facilities.

Our operations are subject to environmental laws and regulations in the jurisdictions where we operate, including laws relating to the use, handling, storage, disposal of and human exposure to hazardous materials. Environmental, health and safety laws and regulations are complex and may require significant time, management attention and costs to ensure continued compliance. Changes in these laws or other new environmental, health and safety laws and regulations may require us to change our operations, potentially resulting in a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. These laws can give rise to liability for administrative oversight costs, cleanup costs, property damage, bodily injury, fines and penalties. Violations of these laws could result in substantial fines and penalties, third-party damages, suspension of production, remedial actions or a cessation of our operations. Contamination at properties we own or operate or properties to which we send hazardous substances may result in liability for us under environmental laws and regulations.

Our operations are also subject workplace safety laws and regulations, which require compliance with various workplace safety requirements, including requirements related to environmental safety. These laws and regulations can give rise to liability for oversight costs, compliance costs, bodily injury (including workers’ compensation), fines, and penalties. Additionally, non-compliance could result in delay or suspension of production or cessation of operations. The costs required to comply with workplace safety laws can be significant, and non-compliance could adversely affect our production or other operations, which could have a material adverse effect on our business, prospects and results of operations.

As we expand into new markets, we will become subject to additional environmental, health and safety laws and regulations. We may incur additional costs to ensure compliance with such laws and regulations, as well as to manage local labor practices.

Increasing scrutiny and changing expectations from our investors, customers and employees with respect to our ESG practices may impose additional costs on us or expose us to new or additional risks.

Investors, customers, employees, regulators and other stakeholders have expressed increasing interest in our ESG practices. Such practices may be taken into consideration by investors in making their investment decisions, and they may not invest in us if they believe that our ESG practices are inadequate or may invest in our competitors if our ESG practices are perceived to be less robust than that of our competitors. The criteria by which companies ESG practices are assessed are subject to change. We may be subject to heightened scrutiny from stakeholders and other third parties in respect of our ESG performance, and we may be required to undertake costly initiatives to maintain a positive ESG outlook or to satisfy any new criteria. Our brand and reputation may be adversely affected if we fail to meet applicable ESG standards or fail to maintain our rating. In addition, our competitors may achieve similar or better ratings than us in the future.

We may be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions, and similar laws, and noncompliance with such laws can subject us to administrative, civil, and criminal penalties, collateral consequences, remedial measures, and legal expenses, all of which could adversely affect our brand and reputation and our business, financial condition, results of operations, cash flows and prospects.

We are or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which we conduct or in the future may

conduct activities, including the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws and regulations. The FCPA prohibits us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect our brand and reputation and business, financial condition, results of operations, cash flows and prospects. Our policies and procedures designed to ensure compliance with these regulations may not be sufficient and our directors, officers, employees, representatives, consultants, agents, and business partners could engage in improper conduct for which we may be held responsible.

Non-compliance with applicable anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject us to whistleblower complaints, adverse media coverage, investigations, contractual breaches, and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect our business, financial condition, results of operations, cash flows and prospects. In addition, changes in economic sanctions laws in the future could adversely impact our business and investments in our ordinary shares.

We are subject to taxation in multiple jurisdictions. Tax laws in these jurisdictions are often complex and require us to make subjective determinations that may be scrutinized by tax regulators.

We are subject to many different forms of taxation in each of our countries of operation, including income tax, withholding tax, property tax, VAT and other payroll-related taxes. Tax law and administration is complex, subject to change and varying interpretations and often requires Global Blue to make subjective determinations. Relevant tax authorities in such jurisdictions may not agree with the terminations that are made or the positions taken by us with respect to the application of tax law. Such disagreements could result in lengthy legal disputes, an increased overall tax rate applicable to us and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material adverse effect on our business, results of operations and financial condition.

Additional tax expenses could accrue in relation to previous or subsequent tax assessment periods, which are still subject to a pending tax audit or have not been subject to a tax audit yet. We have open tax years from 2020 to 2022 with tax authorities in various jurisdictions. Tax authorities in such countries could revise original tax assessments and substantially increase the tax burden (including interest and penalty payments) of the relevant entities. They may have the authority to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle. The realization of any of these risks could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Intellectual Property

Our use of open source software in our applications could subject our proprietary software to general release, adversely affect our ability to sell our services and subject us to possible litigation, claims or proceedings.

We use open source software in connection with the development and deployment of our products and services, and we expect to continue to use open source software in the future. Companies that use open source software in connection with their products have, from time to time, faced claims challenging the use of open source software and/or compliance with open source license terms. As a result, we could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source

licensing terms. Some open source software licenses may require users who distribute proprietary software containing or linked to open source software to publicly disclose all or part of the source code to such proprietary software and/or make available any derivative works of the open source code under the same open source license, which could include proprietary source code. In such cases, the open source software license may also restrict us from charging fees to licensees for their use of our software. While we monitor the use of open source software and try to ensure that open source software is not used in a manner that would subject our proprietary source code to these requirements and restrictions, such use could inadvertently occur, in part because open source license terms are often ambiguous and have generally not been interpreted by U.S. or foreign courts.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.

We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position. We rely on a combination of owned, jointly owned and licensed patents, trade secrets (including those in our know-how), copyrights, service marks, trademarks and other rights granted by intellectual property laws, as well as employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights to establish and protect our technology and intellectual property rights. While Vingroup has registered our tradename, logo and V line design worldwide, our EV and e-scooter names have only been registered in our target markets, while the industrial designs for various EV models have only been submitted and registered in various key markets. Thus, our intellectual property rights may not be enforceable across various international jurisdictions and may be challenged, contested, circumvented or invalidated by third parties.

The occurrence of any of the foregoing events may result in limitations in the scope of our intellectual property or restrictions on our use of our intellectual property rights or may adversely affect the conduct of our business. Despite our efforts to protect our owned, jointly owned and licensed intellectual property rights, third parties may attempt to copy or otherwise obtain and use our intellectual property or seek court declarations that they do not infringe upon our intellectual property rights. Monitoring unauthorized use of our intellectual property is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be successful. From time to time, we may have to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of our resources. Failure to adequately protect our intellectual property rights could result in our competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in our revenue which would adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may need to defend ourselves and our employees, agents and contractors against patent, trademark and/or other intellectual property right infringement claims, which may be time-consuming and would cause us to incur substantial costs.

We are involved in and may in the future become party to additional intellectual property infringement proceedings. From time to time, we may receive communications from holders of patents, trademarks, trade secrets or other intellectual property or proprietary rights alleging that we are infringing, misappropriating, diluting or otherwise violating such rights either directly or through our employees, agents or contractors. Such parties may in the future bring suits against us alleging infringement or other violation of such rights, or otherwise assert their rights and urge us to take licenses to their intellectual property. Moreover, if the third-party technology partners (including our affiliates) with whom we jointly own or from whom we license intellectual property rights infringe, misappropriate, dilute or otherwise violate other parties’ intellectual property rights, we may also be subject to liability pursuant to any ensuing litigation.

Litigation or other legal proceedings relating to intellectual property claims, regardless of merit, may cause us to incur significant expenses and could distract our technical and management personnel from their normal responsibilities, even if we ultimately prevail in such proceedings. Further, if we or the third-party technology

partners with whom we jointly own or from whom we license intellectual property rights are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

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cease selling or leasing, incorporating certain components into, or using vehicles or offering goods or services that incorporate or use the intellectual property that we allegedly infringe, misappropriate, dilute or otherwise violate;

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pay substantial royalty or license fees or other damages;

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seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable or exclusive terms or at all;

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redesign or re-engineer our vehicles or other technology, goods or services, which may be costly, time-consuming or impossible; or

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establish and maintain alternative branding for our products and services.

Although our contracts with third parties typically include indemnification clauses which require such parties to indemnify us against any damages arising from infringements of other’s intellectual property rights, in the event of a successful claim of infringement against us or our third-party technology partners, or if we fail or are unable to obtain a license to the infringed technology or other intellectual property right, our business, financial condition, results of operations, cash flows and prospects could still be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention. Our rights to indemnity may not fully cover the costs or damages arising from any intellectual property right infringements that may occur.

Risks Relating to Vietnam

There are risks associated with investments in companies with operations in Vietnam, including in relation to political, economic and legal conditions.

Currently, substantially all of our assets are located in Vietnam. As a result, future political, economic, legal and social conditions in Vietnam, as well as certain actions and policies that the government may or may not take or adopt, could materially and adversely affect our business, financial condition, results of operations and prospects. The laws and regulatory apparatus affecting the Vietnamese economy are evolving with continuing improvements and increasing transparency but are still not as well established as the laws and regulatory apparatus of regions such as Western Europe and the U.S. laws and regulations may be interpreted and enforced differently in different provinces across Vietnam. Policy changes and interpretations of applicable laws may produce unexpected consequences. In addition, corporate government and shareholders’ rights, uncertainties and limitations remain in Vietnam in relation to the interpretation and enforcement of laws. Major tax laws and regulations in Vietnam have undergone significant changes in the past decade and may continue to be amended, supplemented and clarified in the future. We cannot predict when Vietnam’s legal system will obtain the level of certainty and predictability of other jurisdictions with more developed legal systems. Any adverse changes in our tax status in Vietnam or tax laws, regulations or policies in Vietnam could adversely affect our business, financial condition, results of operations and prospects. In addition, relevant authorities may take different interpretations of tax laws than we do, leading us to incur costs or liabilities.

The performance and growth of our business in Vietnam is dependent on the health of the overall economy of Vietnam, and in particular, the automotive market and consumer demand as well as strong credit growth. Vietnam’s economy has been subject to significant fluctuations in the past, and any estimates or projections of future economic growth in Vietnam are subject to potential risks and uncertainties. The Vietnamese economy may also be adversely affected by external factors, including the monetary policy changes implemented in the U.S. and Europe. In recent months, prompted by rising benchmark U.S. dollar interest rates and a strengthening U.S. dollar, the central bank of Vietnam has raised policy rates, whilst the Vietnamese Dong has weakened against the U.S. dollar. The local economy is also seeing tightening liquidity as a result of these rate hikes and

the Vietnamese government’s move to increase oversight over corporate bond issuances and refinancing, which resulted in certain criminal investigations. In addition, market volatility has increased, including softness in the real estate sector, which could adversely impact Vingroup and its subsidiaries.

Asset realization in bankruptcy proceedings may be time-consuming and expensive.

Despite the improved Vietnamese law on bankruptcy that came into effect on January 1, 2015, there is significant uncertainty on its implementation and interpretation due to lack of regulatory guidance and political sensitivities. Accordingly, the bankruptcy process in Vietnam may be complex, uncertain and time-consuming. After bankruptcy is declared, the general meeting of creditors may, subject to certain provisions of law, decide to apply either business rehabilitation or asset liquidation on the enterprise. However, in the event that any creditor or any participant in the general meeting of creditors has any objection to the resolution passed by the general meeting of creditors, it can request for a judicial review of the resolution. Upon review, the judge may convene another general meeting of the creditors if he finds reasonable grounds to do so. The decision to apply either business rehabilitation or asset liquidation on the enterprise must be confirmed by the judge before being implemented by the parties. Due to these complexities, a significant amount of time may pass before a creditor is able to recover from a Vietnamese debtor.

Vietnamese foreign exchange control may limit our ability to utilize our revenue effectively and affect our ability to receive dividends and other payments from our Vietnamese subsidiary.

Our operations are also based in Vietnam and therefore faces the risk of foreign exchange controls limiting our ability to receive dividends from our Vietnamese subsidiary. At present, foreign invested enterprises in Vietnam are, subject to conditions, generally permitted to exchange Vietnamese Dong into foreign currency at credit institutions licensed to provide foreign exchange services in Vietnam to repatriate profits and make outward remittances of foreign currency for the purchase of supplies and services, among others, provided that such foreign invested enterprise declares the intended use of the money and provides appropriate supporting documents. Such remittances are restricted to being made through registered accounts at authorized banks which are licensed to operate in Vietnam, and profits must first be converted into foreign currency prior to remittance. While under the Vietnamese government’s current foreign exchange policy, there is a low risk of foreign exchange controls restricting our ability to freely utilize our revenue and to receive dividends from our Vietnamese subsidiary, there is no assurance that the Vietnamese government will not, in future, extend its foreign exchange controls to restrict or prevent profits from being repatriated by foreign invested entities. Such a change would limit our ability to receive dividends from our Vietnamese subsidiary, through which all of our revenue is generated, and would cause a material and adverse effect on our business, financial condition and results of operations.

Investors may face difficulties enforcing foreign court judgments against us.

Substantial part of our Group’s assets is located in Vietnam. It may be difficult for investors to enforce against us judgments obtained from courts outside Vietnam with regard to any actions pertaining to our assets located in Vietnam. In addition, certain of our directors and officers are residents of Vietnam and Singapore, and the majority of the assets of such persons are located in Vietnam. As a result, it may be difficult for investors to effect service of process upon Vietnam-resident directors and officers, or to enforce against them judgments obtained in courts outside Vietnam predicated upon the laws of jurisdictions other than Vietnam. Vietnam is a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, and a few bilateral treaties relating to the recognition and enforcement of foreign courts’ judgments but not to any other multinational treaty in this regard. Vietnam’s Civil Procedure Code provides that a civil judgment or decision of a foreign court is enforceable in Vietnam only if there is a treaty in this regard between Vietnam and such foreign country or on a reciprocal basis or if permitted by Vietnamese laws. Vietnam’s Civil Procedure Code also sets out several grounds for Vietnamese courts to refuse the recognition and enforcement of foreign judgments, decisions or even foreign arbitral awards.

Under Vietnam’s Civil Procedure Code, a judgment of a foreign court will not be recognized and enforced in Vietnam where, among others, the competent Vietnamese court in which the recognition and enforcement is requested determines that the recognition and enforcement of such judgment in Vietnam is contrary to the “fundamental principles of the laws of Vietnam.” Such term is not clearly defined and is subject to the discretion of the relevant Vietnamese court.

Risks Related to the Ownership of Our Securities

The trading price of our ordinary shares may be volatile, which could result in substantial losses to investors.

The price for the ordinary shares in this offering will be determined by negotiations among the selling shareholders, us and representatives of the underwriters, and it may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell the ordinary shares at or above the offering price or at any other price or at the time that you would like to sell.

The trading price of our ordinary shares may be volatile and could fluctuate widely due to factors beyond our control, depending on many factors, including:

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variations in our revenues, earnings and cash flow;

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announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

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announcements of new services and expansions by us or our competitors;

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changes in financial estimates by securities analysts;

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detrimental adverse publicity about us, our services or our industry;

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additions or departures of key personnel;

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release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

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potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which our shares will trade.

In the past, shareholders of public companies have brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.

Future sales of the ordinary shares or other equity securities, and the availability of a large number of such securities for sale, could depress the price of the ordinary shares.

The sale of a significant number of the ordinary shares or other equity securities in the public market after this offering, or the perception that such sales may occur, could materially and adversely affect the market price of the ordinary shares. These factors could also materially impair our ability to raise capital through equity offerings in the future. See “Shares Eligible for Future Sale” for a discussion of possible future sales of our ordinary shares.

Upon completion of this offering, we will have ordinary shares outstanding, assuming no exercise by the underwriters of their option to purchase additional ordinary shares. The ordinary shares sold in

this offering will be freely tradable without restriction under the Securities Act of 1933 (“Securities Act”), except for any shares purchased by any of our existing “affiliates,” as that term is defined in Rule 144 under the Securities Act. Shares held by our existing shareholders may also be sold in the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. Although our directors, executive officers, the selling shareholders and certain holders of our ordinary shares and securities convertible into or exchangeable for our ordinary shares, who will hold in aggregate ordinary shares representing % of our issued share capital immediately following the completion of this offering (assuming no exercise by the underwriters of their option to purchase additional ordinary shares), will be subject to a lock-up, any substantial sale or perceived substantial sale of the ordinary shares over a short period of time after the expiration of the lock-up period could cause the price of the ordinary shares to fall. In addition, the representatives of the underwriters, on behalf of the underwriters, may release all or some portion of the ordinary shares subject to the lock-up agreements prior to the expiration of the lock-up period.

Similar sales of ordinary shares by holders after vesting of awards or holders of options who have exercised their options under any incentive plan that we may in the future implement could also cause the price of the ordinary shares to fall.

There can be no assurance that we will not be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ordinary shares.

A non-U.S. corporation will be classified as a passive foreign investment company, or “PFIC,” for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income; or (2) at least 50% of the value of its assets (generally based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following this offering), we do not presently expect to be a PFIC for the current taxable year. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis after the close of each taxable year and that depends, in part, upon the composition of our income and assets. In addition, the application of the PFIC rules to companies with our composition of income and assets is subject to significant uncertainty. Fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the second part of the test described above may be determined by reference to the market price of our ordinary shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering.

If we were to be or become a PFIC for any taxable year during which a U.S. Holder (as defined in “Taxation — U.S. Federal Income Tax Considerations”) holds our ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Taxation — U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Considerations.”

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. As a company with less than $1.24 billion in net revenues for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. As an emerging growth company, we may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include an exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC.

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including:

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the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

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the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

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the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

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the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely than that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

Purchasers in this offering will experience dilution if the Exchangeable Bonds are exchanged for our ordinary shares.

Risks Relating to Investments in Singapore Companies

Singapore take-over laws contain provisions which may vary from those in other jurisdictions.

We are subject to the Singapore Take-Over Code. The Singapore Take-Over Code contains certain provisions that may possibly delay, deter or prevent a future take-over or change in control of us. Under the Singapore Take-Over Code, except with the consent of the Securities Industry Council of Singapore (“SIC”), any person acquiring an interest, whether by a series of transactions over a period of time or not, either on his own or together with parties acting in concert with him, in 30% or more of our voting rights, is required to extend a take-

over offer for all the relevant class(es) of shares in our capital in accordance with the Singapore Take-Over Code. Except with the consent of the SIC, such a take-over offer is also required to be made if a person holding between 30% and 50% (both inclusive) of our voting rights, either on his own or together with parties acting in concert with him, acquires additional voting shares representing more than 1% of our voting rights in any six-month period. In the case where our company has more than one class of equity share capital, a comparable take-over offer must be made for each class of shares in accordance with the Singapore Take-Over Code and the SIC should be consulted in advance in such cases. While the Singapore Take-Over Code seeks to ensure an equality of treatment among shareholders in take-over or merger situations, its provisions could substantially impede the ability of the shareholders to benefit from a change of control and, as a result, may adversely affect the market price of the ordinary shares and the ability to realize any benefit from a potential change of control. In addition, an offeror must treat all shareholders of the same class in an offeree company equally. This concentration of ownership could accelerate, delay, defer or prevent a change in control of us or a successful offer under the Singapore Take-Over Code by another person.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Industry,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” Known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

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our mission, goals and strategies;

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our future business development, financial conditions and results of operations, including international expansion and the development of manufacturing operations overseas;

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our expectations regarding demand for EVs;

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changes in technology;

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our expectations regarding our relationships with our customers, third-party merchants, strategic business partners, and other third parties;

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competition in our industry;

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our proposed use of proceeds;

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relevant government policies and regulations relating to our business; and

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general economic and business conditions in the markets where we operate and seek to expand.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The pre-owned consumer electronics market may not grow at the rate projected by market data, or at all. Failure of this market to grow at the projected rate may have a material and adverse effect on our business and the market price of the ordinary shares. In addition, the rapidly evolving nature of this industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to

update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $ , or approximately $ if the underwriters exercise their over-allotment option in full, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of $ per ordinary share, which is the midpoint of the price range shown on the front page of this prospectus. A $1.00 increase (decrease) in the assumed initial public offering price of $ per ordinary share would increase (decrease) the net proceeds to us from this offering by $ , assuming the number of ordinary shares offered by us, as set forth on the front cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

We plan to use the net proceeds of this offering as follows:

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investments in research and development of products, services and technology sales (approximately % of the net proceeds of this offering);

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investments in sales and marketing and expansion of sales channels (approximately % of the net proceeds of this offering);

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investments in the development of our manufacturing facilities (approximately % of the net proceeds of this offering); and

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The foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have broad discretion to apply such proceeds. If an unforeseen event occurs or business conditions change, we may use such proceeds differently than as described in this prospectus.

Pending our use of the net proceeds from this offering as described above, we intend to invest such proceeds in a variety of capital preservation investments, including short-term, investment-grade and interest-bearing instruments. No assurance can be given that we will invest such proceeds in a manner that produces income or that does not result in a loss in value. These investments may have a material adverse effect on the U.S. federal income tax consequences of your investment in our ordinary shares. See “Risk Factors — Risks Relating to the Ownership of Our Securities — There can be no assurance that we will not be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our ordinary shares” and “Taxation — Certain U.S. Federal Income Taxation Considerations — Passive Foreign Investment Company Considerations.”

DIVIDEND POLICY

We currently have not adopted a dividend policy with respect to future dividends and we do not have any present plan to pay any dividends on our ordinary shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on then existing conditions, including our financial condition, results of operations, contractual restrictions (including in the agreements governing our credit facilities or other debt instruments), capital requirements, business prospects and other factors our board of directors may deem relevant.

While we do not have any present plan to pay any dividends on our ordinary shares in the foreseeable future after this offering, we may, in the future, by ordinary resolution, declare dividends at a general meeting of our shareholders, but no dividend shall be payable except out of our profits available for distribution, as derived from the standalone audited financial statements of our company and not from our audited consolidated financial statements. The amount of any such dividend shall not exceed the amount recommended by our board of directors. Subject to our constitution and in accordance with the Singapore Companies Act, our board of directors may, without the approval of our shareholders, declare and pay interim dividends but any final dividends we declare must be approved by an ordinary resolution at a general meeting of our shareholders. VinFast Auto Ltd. is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries. As a result, our ability to pay dividends depends upon dividends paid by our subsidiaries. Regulations in certain markets where we utilize dividend payments may restrict the ability of our subsidiaries to pay dividends to us.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2022:

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on an actual basis;

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on an as adjusted basis to reflect the sale of ordinary shares by us in this offering at an assumed initial public offering price of $ per ordinary share, which is the midpoint of the estimated range of the initial public offering price shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, assuming the underwriters do not exercise the over-allotment option.


	As of December 31, 2022
	Actual						As Adjusted for this Offering
	VND (in billions)			USD (in millions)			VND (in billions)	USD (in millions)
Cash and cash equivalents		4,271.4			180.9
Debt
Short-term and current portion of long-term interest-bearing loans and borrowings⁽¹⁾		14,579.6			617.5
Long-term interest-bearing loans and borrowings (A)		41,625.0			1,762.9

		56,204.5			2,380.3
Amount due to related parties (short-term)
Short-term borrowings from related parties		719.9			30.5
Short-term payables to related parties		16,605.4			703.3

		17,325.3			733.8
Amount due to related parties (long-term)
Long-term borrowings from a related party		7,547.3			319.6
Long-term amounts due to related parties		14,371.4			608.6

		21,918.7			928.3
Equity
Ordinary shares — VinFast Auto Pte. Ltd. (2,412,852,458 shares issued and outstanding as of December 31, 2022)		871.0			36.9
Accumulated losses		(127,188.5	)		(5,386.6	)
Additional paid-in capital		12,311.7			521.4
Other comprehensive loss		(104.1	)		(4.4	)
Deficits attributable to equity holders of the parent		(114,109.8	)		(4,832.7	)
Non-controlling interests⁽²⁾		77,439.4			3,279.7
Total deficit (B)		(36,670.5	)		(1,553.0	)
Total capitalization (A) + (B)⁽³⁾		4,954.5			209.9

Notes:

(1)	A portion of our short-term interest bearing loans and borrowings were repaid subsequent to December 31, 2022. See below for details.

(2)

(3)	Calculated as total deficit plus long-term interest-bearing loans and borrowings.

As of December 31, 2022, we had short-term loans to a related party, Vinpearl Joint Stock Company (“Vinpearl”), of VND545.4 billion ($23.1 million). See note 21a to our consolidated financial statements included elsewhere in this prospectus for more information.

Our short-term and current portion of long-term interest-bearing loans and borrowings as of December 31, 2022 consist of VND8,311.3 billion ($352.0 million) of the current portion of long-term loans and

VND6,268.3 billion ($265.5 million) of loans from banks. The amounts repaid to date were funded through related party loans and available cash. We expect to fund our other near-term debt obligations primarily through related party loans, supplemented by cash generated from operations.

On April 29, 2022 and June 4, 2022, our company and Vingroup entered into the Vingroup EB Subscription Agreements (as defined herein) with certain investors pursuant to which Vingroup issued to such investors, and such investors agreed to subscribe for, $625.0 million in aggregate principal amount of Exchangeable Bonds (as defined herein). Vingroup contributed an aggregate VND13,995.4 billion ($592.7 million) of net proceeds from the Exchangeable Bonds issuance to VinFast Vietnam by subscribing for certain dividend preferred shares of VinFast Vietnam in May and June 2022. On July 1, 2022, we entered into a put option agreement (as amended and supplemented) with Vingroup, pursuant to which Vingroup will have the right to require our company to purchase the dividend preferred shares (or such other VinFast Vietnam shares into which such preferred shares may be converted) held by Vingroup at any time elected by Vingroup after Vingroup has received of a notice to redeem the Exchangeable Bonds, but no later than the maturity date of the Exchangeable Bonds. As of December 31, 2022, the aggregate principal amount of outstanding Exchangeable Bonds was $625.0 million, and we had recorded VND15,180.7 billion ($642.9 million) in financial liabilities in respect of the dividend preference shares issued by VinFast Vietnam in connection with the transaction. Bondholders have Deed Poll Exchange Rights (as defined herein) to exchange their Exchangeable Bonds for a specified number of ordinary shares in our company at the Deed Poll Exchange Rate (as defined herein), which will be determined at the time of exchange and was initially set based on a valuation of our company of $30 billion in April 2022 at the time that the first EB Subscription Agreements were signed. Based on the unadjusted initial Deed Poll Exchange Rate, on an as-exchanged basis (assuming a hypothetical exercise of Deed Poll Exchange Rights immediately upon the completion of this offering and an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus), the EB Investors would own % of our company immediately upon completion of the exchange of the Exchangeable Bonds. For more information, see “Related Party Transactions — Vingroup Exchangeable Bonds.”

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Other than as set forth above, there has been no material change in our capitalization since December 31, 2022.

DILUTION

If you invest in our ordinary shares, your interest will be diluted to the extent of the difference between the initial public offering price per ordinary share and our net tangible book value per ordinary share after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December 31, 2022 was $(4,910.9) million, representing $(2.0) per ordinary share as of that date. Net tangible book value per share represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities, divided by the number of all of our issued and ordinary shares outstanding as of December 31, 2022. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of $ per ordinary share, which is the midpoint of the estimated initial public offering price range set forth on the front cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes net tangible book value after December 31, 2022, other than to give effect to our sale of the ordinary shares offered in this offering at the assumed initial public offering price of $ per ordinary share, which is the midpoint of the estimated initial public offering price range, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2022 would have been $ , or $ per ordinary share and $ per ordinary share. This represents an immediate increase in net tangible book value of $ per ordinary share and $ per ordinary share to the existing shareholders and an immediate dilution in net tangible book value of $ per ordinary share and $ per ordinary share to investors purchasing ordinary shares in this offering. The following table illustrates such dilution:


	Per Ordinary Share
Assumed initial public offering price	$
Net tangible book value as of December 31, 2022	$	(2.0	)
Amount of dilution in net tangible book value to new investors in this offering	$
Percentage of dilution in net tangible book value to new investors in this offering		%

A $1.00 increase (decrease) in the assumed initial public offering price of $ per ordinary share would increase (decrease) our net tangible book value after giving effect to this offering by $ , the net tangible book value per ordinary share after giving effect to this offering by $ per ordinary share and the dilution in net tangible book value per ordinary share to new investors in this offering by $ per ordinary share, assuming no change to the number of ordinary share offered by us as set forth on the front cover of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

The following table summarizes, on a pro forma basis as of December 31, 2022, the differences between existing shareholders and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per ordinary share paid before deducting the underwriting discounts and commissions and estimated offering expenses payable by us. The total number of ordinary shares does not include ordinary shares issuable upon the exercise of the over-allotment option granted to the underwriters.


	Ordinary Shares Purchased				Total Consideration					Average Price Per Ordinary Share
	Number	Percent			Amount		Percent			Average Price Per Ordinary Share
Existing shareholders				%	$				%	$
New investors				%	$				%	$

Total			100.0	%		$		100.0	%

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the ordinary shares and other terms of this offering determined at pricing.

ENFORCEABILITY OF CIVIL LIABILITIES

Singapore

We are incorporated under the laws of the Republic of Singapore, and certain of our officers and directors are residents outside the U.S. In addition, a significant portion of our operations and business is conducted, and a substantial portion of our assets are located, outside the U.S.

Although we are incorporated outside the U.S., we have agreed to accept service of process in the U.S. through Cogency Global Inc., our agent designated for that purpose, located at 122 East 42nd Street, 18th Floor, New York, NY 10168. Nevertheless, since a substantial portion of the assets owned by us are located outside the U.S., any judgment obtained in the U.S. against us may not be collectible within the U.S.

An investor may or may not be able to commence an original action against us or our directors or officers, or any person, before the courts outside the U.S. to enforce liabilities under U.S. federal securities laws, depending on the nature of the action.

There is no treaty between the U.S. and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the U.S. based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore. In making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in Singapore unless procured by fraud, or if the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws.

Civil liability provisions of the federal and state securities law of the U.S. permit the award of punitive damages against us, our directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the U.S. awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such determination has yet to be made by a Singapore court in a reported decision.

In addition, holders of book-entry interests in our ordinary shares will be required to be registered as shareholders in our register of members in order to have standing to bring a shareholder suit and, if successful, to enforce a foreign judgment against us, our directors or our executive officers in the Singapore courts, subject to applicable Singapore laws. A holder of book-entry interests in our ordinary shares may become our registered shareholder by exchanging its interest in our ordinary shares for certificated ordinary shares and being registered in our register of members. The administrative process of becoming a registered shareholder could result in delays prejudicial to any legal proceeding or enforcement action.

Vietnam

Vietnam is a party to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”), and a few bilateral treaties relating to the recognition and enforcement of foreign judgments but not to any other multinational treaty in this regard. Foreign arbitral awards can be enforceable in Vietnam under the New York Convention after being recognized by Vietnamese courts in accordance with statutory procedures. However, in principle, Vietnam’s Civil Procedure Code provides that a civil judgment or decision of a foreign court is enforceable in Vietnam only if there is a treaty in this regard

between Vietnam and such foreign country (including international treaties) or on a reciprocal basis. Vietnam’s Civil Procedure Code also sets out several grounds for Vietnamese courts to refuse the recognition and enforcement of foreign judgments and decisions or foreign arbitral awards. Therefore, it may be difficult to enforce in Vietnam any judgment or decision issued by a U.S. court against us or our directors and officers who are citizens of Vietnam.

CORPORATE HISTORY AND STRUCTURE

Corporate History

We commenced operations in June 2017 in Hanoi, Vietnam, through VinFast Vietnam. In May 2018, VinFast Vietnam changed its name to VinFast Trading and Production Limited Liability Company and our head office was relocated to Hai Phong, Vietnam. The construction of our electric scooter manufacturing plant was completed in April 2018 and we started production of our first electric scooter model, branded Klara, in November 2018. We broke ground on our automobile manufacturing plant in September 2017 and officially launched the plant in June 2019.

In December 2021, VinFast Vietnam was converted into a joint stock company under the name, VinFast Trading and Production Joint Stock Company.

Reorganization

To facilitate our initial public offering in the U.S., we established our offshore holding structure through a series of transactions that resulted in VinFast Vietnam’s operations being reorganized under the Singapore-incorporated registrant, VinFast Auto Pte. Ltd. Prior to the effective date of this Registration Statement, we will convert to a Singapore public limited company. Upon such conversion, we will be known as VinFast Auto Ltd.

Vingroup and VIG made initial equity capital contributions in cash in the registrant. The registrant acquired an aggregate 99.9% voting interest in VinFast Vietnam in January 2022 from its controlling shareholders, in consideration for cash equivalent to the initial equity capital contributions into the registrant as well as non-interest bearing promissory notes with an aggregate principal amount of approximately VND50.0 trillion (the “Share Acquisition P-Notes”) issued by the registrant to the controlling shareholders of VinFast Vietnam. As a result of these transactions, the former majority shareholders of VinFast Vietnam, being Vingroup and VIG, became the majority shareholders of the registrant and VinFast Vietnam became a subsidiary of the registrant. We refer to these transactions, which are described below, collectively as the “Reorganization.”

In June 2022, VIG assigned the Share Acquisition P-Note that it held, amounting to VND24.2 trillion ($1,025.3 million), to VinFast Vietnam to partially settle its payment obligations to us pursuant to the ICE Assets Disposal Agreements. In November 2022, our payment obligations related to such assigned Share Acquisition P-Note were subsequently eliminated on a consolidated group basis when we completed the ICE Assets Disposal.

In December 2022, Vingroup assigned the Share Acquisition P-Note that it held, amounting to VND25.8 trillion ($1,091.9 million), to VinFast Vietnam in return for the issuance of dividend preference shares in VinFast Vietnam (the “Recapitalization”). The dividend preference shares entitle the holder to annual dividends of 0.01% of the offering price of their dividend preference shares in each year that VinFast Vietnam has positive net retained earnings (after deducting all dividend payments made in that year). Timing for payment of annual dividends on the dividend preference shares shall be determined at the general meeting of shareholders of VinFast Vietnam. The dividend preference shares are transferrable, non-redeemable and carry no voting rights.

As a result of the transactions described above, there were no payable amounts outstanding in respect of the Share Acquisition P-Notes on a consolidated basis as of December 31, 2022.

Phase-out of ICE Vehicle Production

Our company was established in Vietnam in 2017 and commenced the production of ICE vehicles in 2019. Our operations prior to 2021 have focused primarily on the manufacture and sale of ICE vehicles and e-scooters. Our ICE vehicle models are: the Fadil (A-segment), the Lux A (E-segment), the Lux SA (E-segment SUV) and the President (E-segment SUV). Since commencing vehicle production in 2019, the majority of the approximately 93,000 vehicles that we have delivered through the end of December 2022 have been ICE

vehicles. We sold approximately 24,200 ICE vehicles in 2020, approximately 35,600 in 2021 and approximately 16,800 in 2022. Three of our ICE vehicle models, Fadil, Lux A 2.0 and Lux SA 2.0, ranked first in terms of total shipment volume in 2021, according to Frost & Sullivan.

We fully phased-out production of ICE vehicles in early November 2022 in connection with our strategic decision to transform into an EV-only manufacturer. As part of this transformation into an EV-only manufacturer, in 2022, we entered into a series of agreements with VIG (as amended, the “ICE Assets Disposal Agreements”) to transfer a portion of our assets used exclusively in the production of ICE vehicles (the “ICE Assets”) to VIG. We refer to these ICE assets disposal transactions as the “ICE Assets Disposal.” After the ICE Assets were legally transferred to VIG in June 2022, a portion of these assets was leased back until early November 2022, at which time we fully phased out production of ICE vehicles and the ICE Assets Disposal was deemed to have been completed.

The ICE Assets that we transferred to VIG comprise certain machinery, equipment, tooling and production lines that are used exclusively in the production of our ICE vehicles and that we have determined cannot be retooled for EV production, as well as other technologies used in the production of our ICE vehicles. The consideration for the ICE Assets was VND28,999.0 billion ($1,228.1 million), inclusive of taxes, which was the amount agreed among the parties with reference to the estimated book value of the ICE Assets under Vietnamese accounting standards.

VIG settled a portion of the consideration for the ICE Assets Disposal amounting to VND24.2 trillion ($1,025.3 million) through the assignment of the Share Acquisition P-Note held by VIG to VinFast Vietnam and a payment of VND2.0 trillion ($84.7 million) to VinFast Vietnam in June 2022 and VND1.1 trillion ($48.6 million) through set-off against outstanding fixed rental fee receivables for the leased-back period from VinFast Vietnam. Our payment obligations related to the assigned Share Acquisition P-Note were subsequently eliminated when we completed the ICE Assets Disposal in early November 2022 at a net gain of VND13.6 trillion ($576.1 million), which was recognized as a deemed contribution arising from the ICE Assets Disposal. Accordingly, as of the date of this prospectus the amount of consideration for the ICE Assets Disposal which remains outstanding is approximately VND1.6 trillion ($69.5 million). This amount is required to be paid within 24 months from the completion of the transfer.

VIG has agreed that, in the event that VIG disposes of the ICE Assets to any independent third-party (by reference to ownership or management control) for cash (the terms and timing of which we do not control), it will reinvest in VinFast Vietnam any and all of the portion of net disposal proceeds that exceeds the amount of the cash payments that VIG has made and will make to VinFast Vietnam, as described above.

Notwithstanding the ICE Assets Disposal and the cessation of production of ICE vehicles in early November 2022, our results of operations in 2022 include results of our ICE vehicle manufacturing business because we delivered ICE vehicles during the year. We have retained all servicing, warranty and other obligations and liabilities related to ICE vehicles that we have produced and we have retained all rights, obligations and liabilities under ICE vehicle-related supplier contracts that we are not able to novate to VIG, Vingroup or other parties outside of our Group.

We have incurred and will incur additional costs associated with break fees or settlement costs related to our outstanding obligations under such contracts, which will be recorded in our consolidated statements of operations as compensation expenses.

We have retained the balance of our ICE Assets that are not transferred to VIG, which comprise our rights, interests and obligations under various license agreements with international car manufacturers related to licenses used in the production of our ICE vehicles.

Vingroup Exchangeable Bonds due 2027

investors, and such investors agreed to subscribe for, $625.0 million in aggregate principal amount of Exchangeable Bonds (as defined herein). The Exchangeable Bonds were issued on May 10, 2022 and June 10, 2022, but form a single series and rank equally in all respects. As of December 31, 2022, the aggregate principal amount of outstanding Exchangeable Bonds was $625.0 million. For more information, see “Related Party Transactions — Vingroup Exchangeable Bonds.”

Organizational Structure

LOGO

Notes:

(1)

(2)

Based on proportion of voting power held. The registrant owns 39.09% of this subsidiary’s total outstanding share capital, including non-voting preferred shares.

(3)

SELECTED CONSOLIDATED FINANCIAL DATA

The financial information in this prospectus as of December 31, 2020 and for the year then ended has been derived from the consolidated financial statements of VinFast Trading and Production Joint Stock Company, which are included elsewhere in this prospectus. The financial information in this prospectus as of December 31, 2021 and 2022 and for the years then ended has been derived from the consolidated financial statements of VinFast Auto Pte. Ltd., which are included elsewhere in this prospectus. The financial statements of VinFast Trading and Production Joint Stock Company and VinFast Auto Pte. Ltd. are prepared in accordance with U.S. GAAP.

You should read this Selected Consolidated Financial Data section together with the consolidated financial statements included elsewhere in this prospectus and the related notes and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Selected Consolidated Balance Sheet Data


	As of December 31,
	2020			2021			2022
	VND (in billions)			VND (in billions)			VND (in billions)			USD (in millions)
Cash and cash equivalents		827.7			3,024.9			4,271.4			180.9
Inventories, net		5,352.2			6,683.7			21,607.3			915.1
Short-term amounts due from related parties		8,840.5			1,997.2			1,978.1			83.8
Total current assets		20,449.5			26,692.5			44,838.6			1,899.0
Property, plant and equipment, net		52,089.7			51,788.3			57,188.7			2,422.0
Other investments		11,031.3			—			—			—
Total assets		92,905.9			85,321.5			113,605.3			4,811.3
Amounts due to related parties		3,171.4			56,035.3			17,325.3			733.8
Total current liabilities		20,040.8			87,305.3			66,225.2			2,804.7
Long-term interest-bearing loans and borrowings		46,352.8			31,343.1			41,625.0			1,762.9
Total non-current liabilities		66,685.0			74,957.4			84,050.6			3,559.7
Ordinary Shares — VinFast Auto Pte. Ltd. (2,412,852,458 shares issued and outstanding as of December 31, 2022; 2,411,764,800 shares issued and outstanding as of December 31, 2021)⁽¹⁾		—			553.9			871.0			36.9
Contributed charter capital — VinFast Vietnam⁽²⁾		38,707.3			—			—			—
Accumulated losses		(44,356.2	)		(77,416.9	)		(127,188.5	)		(5,386.6	)
Capital reserve — VinFast Vietnam		11,753.2			—			—			—
Equity/(Deficit) attributable to equity holders of the parent		6,150.1			(76,926.5	)		(114,109.8	)		(4,832.7	)
Non-controlling interests⁽³⁾		30.0			(14.7	)		77,439.4			3,279.7
Total equity/(deficit)		6,180.1			(76,941.2	)		(36,670.5	)		(1,553.0	)

Notes:

(1)	In January 2022, the Company effected a 100-for-one split of its ordinary shares. Amounts prior to the share split have been revised on a retroactive basis to give effect to the share split.

(2)

(3)

Selected Consolidated Statements of Operations


	For the Year Ended December 31,
	2020			2021			2022
	VND (in billions)			VND (in billions)			VND (in billions)			USD (in millions)
Revenues
Sales of vehicles		11,771.7			13,898.6			12,391.5			524.8
Sales of merchandise		1,436.1			1,405.4			112.2			4.8
Sales of spare parts and components		343.0			538.2			2,072.6			87.8
Rendering of services		22.0			96.6			222.7			9.4
Rental income
Revenue from leasing activities		117.5			89.4			166.5			7.1
*Revenues ()**		13,690.3			16,028.2			14,965.6			633.8
Cost of vehicles sold		(18,618.8	)		(23,327.0	)		(24,660.1	)		(1,044.4	)
Cost of merchandise sold		(1,388.8	)		(1,398.3	)		(151.4	)		(6.4	)
Cost of spare parts and components sold		(234.0	)		(437.2	)		(1,869.1	)		(79.2	)
Cost of rendering services		(11.2	)		(65.4	)		(389.6	)		(16.5	)
Cost of leasing activities		(132.6	)		(56.1	)		(162.3	)		(6.9	)

Cost of sales		(20,385.5	)		(25,284.0	)		(27,232.5	)		(1,153.3	)

Gross loss		(6,695.1	)		(9,255.8	)		(12,266.9	)		(519.5	)
Operating expenses:
Research and development costs		(3,929.8	)		(9,255.4	)		(19,939.9	)		(844.5	)
Selling and distribution costs		(1,346.6	)		(2,203.8	)		(5,213.7	)		(220.8	)
Administrative expenses		(1,206.5	)		(2,424.6	)		(4,010.0	)		(169.8	)
Compensation expenses		—			(4,340.3	)		(109.4	)		(4.6	)
Net other operating (expenses)/income		(67.5	)		412.5			(716.4	)		(30.3	)

Operating loss		(13,245.5	)		(27,067.4	)		(42,256.4	)		(1,789.6	)
Finance income		248.7			446.1			88.1			3.7
Finance costs		(4,553.9	)		(4,598.2	)		(7,959.8	)		(337.1	)
Net (loss)/gain on financial instruments at fair value through profit or loss		(1,494.6	)		(1,710.0	)		1,226.0			51.9
Investment gain		224.8			956.6			—			—
Share of losses from equity investees		(42.0	)		(36.8	)		—			—

Loss before income tax expense		(18,862.5	)		(32,009.7	)		(48,902.1	)		(2,071.1	)
Tax expense		(87.8	)		(209.2	)		(946.7	)		(40.1	)

Net loss for the year		(18,950.2	)		(32,219.0	)		(49,848.9	)		(2,111.2	)

(*)	Including sales to related parties in 2020, 2021 and 2022, of VND56.4 billion, VND516.5 billion and VND2,378.9 billion ($100.7 million), respectively.

Selected Consolidated Cash Flows Data


	For the Year Ended December 31,
	2020			2021			2022
	VND (in billions)			VND (in billions)			VND (in billions)			USD (in millions)
Net cash flows used in operating activities		(9,349.2	)		(28,969.1	)		(35,628.4	)		(1,508.9	)
Net cash flows (used in)/from investing activities		(1,839.0	)		2,420.1			(16,038.9	)		(679.3	)
Net cash flows from financing activities		10,453.8			28,855.2			52,945.1			2,242.3
Net (decrease)/increase in cash and cash equivalents		(734.4	)		2,306.2			1,277.7			54.1
Cash and cash equivalents at the end of the year		827.7			3,024.9			4,271.4			180.9

VINFAST AUTO PTE. LTD.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated statement of operations for the year ended December 31, 2022 give effect to the phase-out of ICE vehicle production (“ICE Production Phase-out”) described under the heading “Corporate History and Structure—Phase-out of ICE Vehicle Production,” as if it had occurred on January 1, 2022.

We have derived the unaudited pro forma consolidated statement of operations for the year ended December 31, 2022 from the audited historical consolidated statement of operation of the Company and its subsidiaries for the year ended December 31, 2022, included elsewhere in this prospectus. The unaudited pro forma consolidated statement of operation is qualified in its entirety by reference to, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Corporate History and Structure” and the audited historical consolidated statement of operations for the year ended December 31, 2022 and related notes included elsewhere in this prospectus.

The pro forma adjustments related to the ICE Production Phase-out, which we refer to as the “ICE Production Phase-out Accounting Adjustments,” are described in the notes to the unaudited pro forma consolidated statement of operations.

VINFAST AUTO PTE. LTD.

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

For the year ended December 31, 2022


	Currency: VND million

	Historical VinFast Auto			ICE Production Phase-out Accounting Adjustments				Pro forma VinFast Auto
Revenues
Sales of vehicles		12,391,500			(6,611,355	)	[a]		5,780,145
Sales of merchandise		112,206			—				112,206
Sales of spare parts and components		2,072,628			(187,198	)	[a]		1,885,430
Rendering of services		222,732			—				222,732
Rental income
Revenue from leasing activities		166,525			—				166,525

Revenues		14,965,591			(6,798,553	)			8,167,038
Cost of vehicles sold		(24,660,149	)		10,230,141		[a]		(14,430,008	)
Cost of merchandise sold		(151,353	)		—				(151,353	)
Cost of spare parts and components sold		(1,869,084	)		182,284		[a]		(1,686,800	)
Cost of rendering services		(389,635	)		—				(389,635	)
Cost of leasing activities		(162,275	)		—				(162,275	)

Cost of sales		(27,232,496	)		10,412,425				(16,820,071	)

Gross loss		(12,266,905	)		3,613,872				(8,653,033	)
Operating expenses:
Research and development costs		(19,939,898	)		164,678		[b]		(19,775,220	)
Selling and distribution costs		(5,213,739	)		430,905		[c]		(4,782,834	)
Administrative expenses		(4,010,012	)		—				(4,010,012	)
Compensation expenses		(109,431	)		(157,349	)	[d]		(266,780	)
Net other operating loss		(716,379	)		—				(716,379	)
Operating loss		(42,256,364	)		4,052,106				(38,204,258	)
Finance income		88,060			—				88,060
Finance costs		(7,959,840	)		—				(7,959,840	)
Net gain on financial instruments at fair value through profit or loss		1,226,012			—				1,226,012

Loss before income tax expense		(48,902,132	)		4,052,106				(44,850,026	)
Tax expense		(946,738	)		—		[e]		(946,738	)

Net loss for the year		(49,848,870	)		4,052,106				(45,796,764	)

Net loss attributable to non-controlling interests		(65,075	)		4,052		[f]		(61,023	)

Net loss attributable to controlling interest		(49,783,795	)		4,048,054				(45,735,741	)

Proforma net loss per share (VND)
Basic		(20,642	)						(18,964	)
Diluted		(20,642	)						(18,964	)

	Unit: shares
Weighted average number of shares used in loss per share computation
Basic		2,411,812,478							2,411,812,478
Diluted		2,411,812,478							2,411,812,478

VINFAST AUTO PTE. LTD.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

1.	Basis of presentation

The unaudited pro forma consolidated financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Business,” based on the audited historical financial statements of the Company included elsewhere in this prospectus and is presented based on information currently available and assumptions that we believe are reasonable. The unaudited pro forma consolidated financial information has been provided for illustrative purposes only and may not be indicative of the operating results or financial position had the ICE Production Phase-out occurred on the dates indicated above and do not reflect all actions that may be undertaken by us in connection with the ICE Production Phase-out. The impacts on our audited historical financial statements arising from the ICE Production Phase-out will depend on a number of factors, including additional information available on the closing date. Therefore, our actual results will differ from the pro forma adjustments, and the differences may be material. In addition, the unaudited pro forma consolidated financial information may not be indicative of our results of operations and financial position for any future period.

As a public company, we will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. We expect to incur additional annual expenses related to these steps and, among other things, additional directors’ and officers’ liability insurance, reporting requirements of the SEC, transfer agent fees, hiring additional accounting, legal and administrative personnel, increased auditing and legal fees, and similar expenses. We have not included any pro forma adjustments relating to these costs.

2.	Notes to Unaudited Pro Forma Consolidated

Statements of Operations

The impacts from the ICE Production Phase-out event have been included in the unaudited pro forma consolidated statement of operation for the year ended December 31, 2022 as follows:

[a] Reflects the exclusion of revenue and direct cost of goods sold associated with the sale of ICE vehicles and related spare parts and components as reported in the historical financial statements our Company and our subsidiaries for the year ended December 31, 2022 under the assumption that the ICE Production Phase-out event occurred on January 1, 2022 and all ICE production activities ceased from that date.

[b] Reflects the exclusion of R&D expenses related to ICE vehicles as reported in the historical financial statements of our Company and our subsidiaries for the year ended December 31, 2022 under the assumption that the ICE Production Phase-out event occurred on January 1, 2022 and R&D expenses relating to ICE vehicles would not be incurred after the transfer date. The ICE Production Phase-out accounting adjustments are made to exclude: (1) the R&D expenses specifically related to ICE vehicles and (2) the specific ED&D parts/contracts related only to ICE vehicles. No adjustments are made for recurring R&D expenses, such as laboratory expense (including payroll) and ED&D parts/contracts which were incurred for ICE vehicles, where these resources can be repurposed for or reallocated to EV production after the cessation of ICE vehicle production activities.

[c] Reflects the exclusion of VND430,9 billion in selling and distribution costs directly incurred with respect to sales of ICE vehicles (e.g. direct logistic expenses, promotion and advertisement expenses, warranty expenses relating to the extension of the ICE warranty policy for all ICE cars sold between 2019 and 2021 and to the earlier of 10 years or the first 200,000 kilometers) as reported in the historical financial statements of our Company and our subsidiaries as of and for the year ended December 31, 2022 under the assumption that the ICE

Production Phase-out event occurred on January 1, 2022 and selling and distribution costs relating to ICE vehicles will not be incurred after the transfer date. No adjustments are made for recurring selling and distribution costs, such as salary expenses and rental fees which were incurred for ICE vehicles, where these resources can be repurposed/reallocated for EV production after the cessation of ICE vehicle production activities.

[d] Reflects the exclusion of the compensation settlement with suppliers in relation to the cessation of ICE vehicles production, which is considered a material non-recurring item arising from the ICE Production Phase out event. Under the assumption that the ICE Production Phase out event occurred on January 1, 2022, we do not expect such costs to be recurring.

[e] The income taxes from the ICE Assets Disposal Agreements are incurred on the basis of local Vietnam GAAP taxable income. Since we and our subsidiaries have accumulated tax losses which can be used to offset the taxable income from the ICE Assets Disposal Agreements, we are not expected to incur any income tax liabilities in connection with the disposal of the ICE Assets. Accordingly, no pro forma adjustments related to income tax liabilities are included with regard to the transfer of assets under the ICE Assets Disposal Agreements. Furthermore, our audited consolidated statements of operations and our subsidiaries for the year ending December 31, 2022 were under a loss making position and did not incur any income tax expenses related to ICE production activities. Accordingly, no pro forma adjustments related to tax expense exclusion are considered to be necessary.

[f] Reflects the impact of excluding income and expense related to the cessation of ICE activities as mentioned above to net loss attributable to non-controlling interest.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

Overview

We are an innovative, full-scale mobility platform focused primarily on designing and manufacturing premium EVs, e-scooters and e-buses. Our initial EV product line is an all-new range of fully-electric A- through E-segment SUVs, the first of which began production in December 2021. We focus strategically and exclusively on EVs and fully phased out production of ICE vehicles in 2022 in order to execute on our vision of creating an e-mobility ecosystem built around customers, community and connectivity alongside our new vehicle roll-out. Our VF 8 (D-segment) and VF 9 (E-segment) models are our first electric SUVs to be offered in North America and Europe. Since we introduced these models at the Los Angeles Auto Show in November 2021, they have been showcased at the International Electric Vehicle Symposium, Consumer Electronics Show, New York Auto Show, Paris Motor Show, Montreal Auto Show and Canadian International Auto Show. We currently offer two trims of the VF 8 and VF 9: Eco and Plus. The Eco trim offers a longer driving range than the Plus trim with standard features. The Plus trim offers higher horsepower and luxury features including a panoramic glass roof, leathered upholstery, a power-assisted tailgate and captain’s chairs for the second row. We began U.S. deliveries of the VF 8 in March 2023 from our initial U.S. shipment of 999 VF 8 “City Edition” vehicles in both Eco and Plus trims. In the coming months, we plan to begin delivering the VF 8 with enhanced driving range in North America and Europe, which uses battery components that we expect will result in a longer driving range than the VF 8 “City Edition.” The “City Edition” was our first version of the VF 8 to go through the relevant testing and approval processes in the U.S. and therefore completed those processes and was available for delivery sooner than the VF 8 with enhanced driving range. We offered a $3,000 discount on the VF 8 “City Edition” to select customers who had made reservations for the VF 8 in the U.S. The “City Edition” is also available on a 24-month lease basis for California residents only. Customers were given the option to receive the “City Edition” at the discounted price or maintain their existing reservation for the VF 8 with enhanced driving range. We have no plans for future offerings of the VF 8 “City Edition” in North America or Europe but will continue to offer this VF 8 “standard driving range” option in Vietnam. We plan to deliver the VF 9 in North America in 2023 and in Europe in 2024. We also target to roll out additional features for the VF 8 and VF 9 through 2024, including sustainable and premium materials for interior vehicle components, new smart features and enhanced ADAS. As of December 31, 2022, we had approximately 55,000 reservations for the VF 8 and VF 9 globally (of which approximately 39,000 reservations are in Vietnam). We introduced the VF 5 in Vietnam in December 2022 and received approximately 3,300 reservations in the first nine hours. The VF 5 is our A-segment electric SUV for the Vietnam market that offers dynamic youthful styling, targeting first-time, budget conscious buyers.

At the 2023 CES, we unveiled our forthcoming VF 6 and VF 7 models. The VF 6 is our B-segment electric SUV for the family-oriented driver. The VF 7 is our driver centric C-segment electric SUV, accentuated by its futuristic styling. We plan to open reservations for the VF 6 and VF 7 in the first half of 2023. First deliveries of the VF 5, VF 6, VF 7 and VF 9 are targeted for 2023. See “Risk Factors — Risks Relating to Our Business and Industry — Our long-term results depend upon our ability to successfully introduce and market new products and services, which may expose us to new and increased challenges and risks.”

Key Factors Affecting Our Results of Operations

The key factors that have affected and that we expect will continue to affect our results of operations as we strive to develop a comprehensive full-scale smart mobility platform comprising electric vehicles, e-scooters and

e-buses are set out below. The growth and future success of our business will depend on many factors beyond those discussed below, including those in the section of this prospectus titled “Risk Factors.”

•

Ability to Develop and Launch New Offerings. Our growth is dependent on our ability to achieve our vehicle delivery targets, including an ability to attract orders from customers, most of whom will be purchasing a VinFast vehicle for the first time. We were able to start the production of our initial line of ICE vehicles within 21 months from our inception. In order to successfully grow our EV production and sales, we must continue to design and produce new and quality EV models that are safe, reliable and incorporate new EV technologies and advanced technological capabilities, such as ADAS and smart infotainment. Our future success will also depend on our ability to further develop and leverage our technology platform through research and development by us, our Vingroup affiliates and our other partnerships in order to deliver driver-friendly applications in our vehicles and ecosystem. It is critical for us to successfully manage production ramp-up and quality control so as to deliver vehicles to customers in adequate volume and quality.

•

Ability to Execute Effective Marketing. The growth of our orders will largely depend on our ability to execute effective marketing initiatives, which in turn depends on prospective customers’ perception of our brand. We plan to raise brand awareness with a significant social media presence, and through traditional advertisements and in-person showrooms that drive customer engagement. Effective marketing can help amplify our efforts in boosting vehicle sales with efficient costs. Our ability to expand our sales network across the globe, price our EVs competitively and adjust our prices effectively are also essential for us in attracting customer orders. We review our pricing strategies and customer incentives based on various factors, including demand for our vehicles. We expect average prices for our vehicles to increase over the long term, based on our assumptions regarding market opportunity, demand for our vehicles, more premium trims, input costs, inflation and other factors. As part of our competitive sales policy, we offer customers the ability to reserve a vehicle by placing a small reservation fee, while offering a free cancelation and full refund policy, which encourages customers to submit orders. In addition, our battery subscription program, where available, is intended to supplement our primary model of outright sale of the full chassis and battery and to provide an alternative that makes our EVs accessible at a lower, more inclusive up-front price point. However, we currently expect a majority of our sales in other markets in the medium- and long-term to be for EVs with batteries included.

•

Ability to Maintain and Improve Operating Efficiency. Our results of operations are affected by our ability to maintain and improve our operating efficiency, as measured by our total operating expenses as a percentage of our revenues. We have been able to realize certain competitive advantages by locating our manufacturing facility in Vietnam, which has favorable export treaties under several free trade agreements that allow us to export EVs with minimal duties. We also exercise direct control over production costs, time to market and product quality at our manufacturing facility. By scaling our business and increasing our sales volumes while controlling our costs, we can improve our margins and achieve profitability as our business matures. We expect our selling and distribution costs and administrative expenses to increase for the foreseeable future as we continue to scale as a company, build out our service and sales operations as well as our showrooms globally. At the same time, we expect our selling and distribution costs and administrative expenses as percentage of revenue to decrease over time due to economies of scale and improving operational efficiency. We believe that expected economies of scale will also enable savings on bills of materials cost to improve over time, which would facilitate our cost of goods sold decreasing as a percentage of revenue, and based on current production volume growth expectations, subject to market opportunities and demand, we expect this would translate to improving margins over time. We currently expect gross profit to improve over time due to, among other things, optimization of bills of materials cost and efficiencies, as we ramp up total production.

•

Ability to Control Production, Distribution and Construction Costs. Our profitability significantly depends on our ability to control our costs of sales, mainly comprised of cost of vehicles sold, which is

affected by fluctuations in raw material prices, labor costs, foreign exchange rates and energy costs. As we expand outside of Vietnam, we will also incur significant capital expenditure to fund the expansion of our sales and distribution infrastructure, including the opening of new direct stores across major markets, the construction of a new manufacturing facility in the U.S., and global marketing campaigns to market our products and enhance our brand reputation. We expect our depreciation and amortization expenses to increase (relative to current levels after taking into account the ICE Assets Disposal) for the foreseeable future as our base of depreciable assets increase as we expand our operations, while we will likely incur higher operating and labor costs in connection with the operation of our new manufacturing facility in the U.S. and we expect to continue to incur significant operating expenses for the foreseeable future. To keep pace with ever evolving technologies and maintain the competitiveness of our products, we will incur substantial R&D expenses in the near term to conduct research on and continue developing our ADAS technology, smart services and other EV technologies in addition to improving and upgrading our existing vehicles and developing new models, and we expect our R&D expenses to decrease after the completion of the planned new vehicle introductions.

•

Ability to Develop and Manage a Resilient Supply Chain. Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of input materials, including metals, battery cells and semiconductors. Fluctuations in the cost of materials, supply interruptions, or material shortages could materially impact our business. We have experienced and may continue to experience cost fluctuations or disruptions in supply of input materials that could impact our financial performance. For example, the recent global semiconductor supply shortage is having wide-ranging effects across the automotive industry, and has impacted our operations and financial performance, along with those of many automotive suppliers and manufacturers that incorporate semiconductors into their products. In addition, following the launch of a military action in Ukraine by Russia in February 2022, commodity prices, including the price of oil, gas, nickel, copper and aluminum, increased. The ongoing military action between Russia and Ukraine, sanctions and other measures imposed against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic by the U.S. and other countries and bodies around the world, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could result in further significant volatility in commodity prices and supply of raw materials and energy resources.

Key Components of Results of Operations

Revenues

We generate revenues from (i) sales of vehicles, (ii) sales of merchandise, (iii) sales of spare parts and components, (iv) rendering of services and (v) leasing activities. In 2020, 2021 and 2022 substantially all of our revenue was generated from our operations in Vietnam.

Sales of vehicles. We began generating revenue from the sale of EVs in December 2021 when we began delivering our first EV model, the VF e34. We have also generated revenue from the sale of e-buses in 2021. The majority of our EV sales in 2022 has been sales of VF e34 and VF 8 vehicles in Vietnam.

We have generated revenues from the sale of e-scooters since 2018 and from sales of ICE vehicles since 2019. Notwithstanding our cessation of ICE vehicle production in 2022, our results of operations for 2022 include, and our results of operations for 2023 will include the results of our ICE vehicle manufacturing business because, while we ceased production of ICE vehicles in November 2022, we recognize revenue for each ICE vehicle at the time that it is delivered to the customer. For more information, see “Corporate History and Structure — Phase-out of ICE Vehicle Production.”

Our affiliate, Vinhomes, from time to time provides vouchers to Vinhomes’ new customers which may be used towards payment for the purchase of our vehicles as part of certain co-marketing programs that we conduct

exclusively in Vietnam. The VinFast vouchers have a face value ranging from VND10 million to VND200 million. When a vehicle is sold and a voucher is applied, we recognize revenue from the sale (including the value of the voucher) and receive a payment from the customer equivalent to the selling price of the vehicle, minus the value of the voucher. Until the time that a voucher is used or expires, it is recorded as a short-term payable to a related party. As of December 31, 2022, we had VND3,520.1 billion ($149.1 million) in short-term payables to a related party relating to unredeemed vouchers. If vouchers expire without being used, certain co-marketing programs require us to refund the value of the unused vouchers to our affiliate, while under other co-marketing programs voucher payments are non-refundable, in which case we recognize other income in respect of the unused and expired voucher. In 2021 and 2022, we had VND197.8 billion ($8.4 million) and VND48.0 billion ($2.0 million), respectively, of other income from unused and expired vouchers that were nonrefundable as most vouchers were used to pay for the purchase of our vehicles.

Sales of merchandise. Revenues from our automobile trading business, whereby we purchased new and used automobiles manufactured by third parties as inventory and resold as a distributor, as well as smartphones. While we expect to continue generating revenue from the sale of used automobiles, we ceased the sale of new automobiles manufactured by third parties in the first quarter of 2021 and the sale of smartphones in fourth quarter of 2021.

Sales of spare parts and components. Revenues from sales of spare parts and components consist of revenue from sales of automobile spare parts and components to other car distributors and end customers, revenue from sales of battery packs installed in our EVs sold in Vietnam and revenue from sales of battery components to VinES. In the first quarter of 2022, we sold all of the battery packs installed in our EVs to VinES, who in turn leased the batteries to the VF e34 purchasers under a battery subscription program that was available up until October 31, 2022 through VinES for the EVs that we sold in Vietnam.

Rendering of services. We generate revenue from providing after-sales services to end customers and other services, including maintenance services for the ICE vehicles and EVs that we manufacture and sell.

Leasing activities. We generate revenue from leasing activities, comprising revenue from the leasing of automobiles and e-scooters to our customers and fees generated from the leasing of e-scooter and EV batteries. For our automobile and e-scooter rental program, we charge customers a fixed daily or monthly fee, which varies by the type of vehicle rented. Under our battery subscription program, we receive either a fixed monthly subscription fee for unlimited mileages or a variable monthly subscription fee based on the number of miles that the customer drives.

We also generate revenue from leasing portions of our manufacturing park to captive suppliers that produce vehicle components or parts for our vehicles manufactured on-site. We entered into operating leases with such suppliers which are required to pay three months’ rent upfront as well as a deposit equal to three months’ rent that is maintained throughout the term. We do not expect to generate any revenue from leasing activities following completion of the project transfer to VHIZ JSC as discussed in “Related Party Transactions.”

Cost of Sales

Our cost of sales comprises costs of (i) vehicles sold, (ii) merchandise sold, (iii) spare parts and components sold, (iv) rendering services and (v) leasing activities.

Cost of vehicles sold. Cost of vehicles sold consists of costs of purchasing direct parts and materials, labor costs processing fees related to labor costs, manufacturing overhead (including depreciation of assets associated with the production), shipping and logistical costs, reserves for estimated warranty expenses and other production-related expenses. Cost of vehicles sold also includes material price adjustments, compensation due to volume shortfalls, which is compensation for purchasing below our agreed commitment volume, charges to write-down the carrying value of the inventory when it exceeds its estimated net realizable value (“NRV”) and reserves for obsolete inventories.

Cost of merchandise sold. Cost of merchandise sold consists of costs of acquiring used automobiles and smartphones that we subsequently resell, including transportation costs (inbound cost), and reserves for estimated warranty expenses. Cost of merchandise sold also includes charges to write-down the carrying value of the inventory when it exceeds its estimated NRV and reserves for obsolete inventories.

Cost of spare parts and components sold. Cost of spare parts and components consists of costs of purchasing spare parts that we subsequently resell to customers, and related goods, including transportation costs (inbound cost). It also includes the cost of the battery components sold to VinES and the battery packs installed in our VF e34 vehicles sold in Vietnam which were sold to VinES. VinES in turn leased the batteries to VF e34 purchasers under a battery subscription program that was available up until October 31, 2022 through VinES for the EVs that we sold in Vietnam.

Cost of rendering services. Cost of rendering services consists of materials and labor costs related to maintenance and other services that we provide, charging station costs and the depreciation expenses of the assets used in providing these services.

Cost of leasing activities. Cost of leasing activities consists of the depreciation cost of operating leased assets, including vehicles, e-scooters, batteries and facilities, such as manufacturing parks and cost associated with sales-type lease batteries. As we have completed the transfer of the Transfer Assets (as defined therein) to VHIZ JSC, we do not expect to generate significant costs from the leasing of manufacturing parks in the future. For more information, see “Related Party Transactions — Asset Transfer to VHIZ JSC.”

Operating Expenses

Our operating expenses consist of (i) research and development costs, (ii) selling and distribution costs, (iii) administrative expenses, (iv) compensation expenses and (v) net other operating (expenses)/income.

Research and development costs. Research and development, or R&D, costs primarily consist of charges for R&D and consulting work performed by third parties; salaries, bonuses and benefits for employees engaged in research, design and development activities; license expenses related to intellectual property for designing and developing cars; and allocated costs, including depreciation and amortization costs and utility fees.

Selling and distribution costs. Selling and distribution costs consist primarily of labor costs for marketing personnel, marketing and advertising expenses, warehouse and showroom rental fees, transportation fees and salaries and other expenses related to sales and marketing personnel, as well as extended warranty expenses for ICE vehicles sold from 2019 up to December 31, 2021. Advertising expenses consist primarily of the cost of our promotional and product marketing activities.

Administrative expenses. Administrative expenses consist primarily of wages and salaries for employees responsible for general corporate functions, including accounting, finance, tax, legal and human relations; costs associated with these functions, such as rental fees, transportation fees and internet, phone and electricity fees; technology-related fees, including software subscription and license fees; depreciation and amortization of fixed assets used for administration purpose, such as our office building and office equipment; and expenses for external services such as consulting services. Administrative expenses also consist of impairment charges relating to leased-out battery activities under the automotive and e-scooter segments where the carrying value of certain long-lived assets may not be recoverable based on impairment testing.

Compensation expenses. Compensation expenses mainly consist of compensation costs incurred from early termination of contracts with suppliers in connection with the phase-out of our ICE business. We finalized the compensation amount with most of our suppliers and are in the process of negotiating with a few remaining suppliers. For more information, see “Corporate History and Structure — Phase-out of ICE Vehicle Production.” We also incur compensation expenses for the early termination of showroom leasing contracts with lessors and for the cessation of production of certain e-scooter models.

Net other operating (expenses)/income. Net other operating expenses consist primarily of gains and losses on disposals of assets, break fees paid to suppliers and other third parties and net foreign exchange gains and losses.

Tax expense

Our tax expense consists primarily of current and deferred portions of income taxes on our taxable revenues from operations, taking into account the effect of preferential tax rates, foreign tax rates differentials, non-deductible interest expenses and other non-deductible expenses, changes in valuation allowance, lease back transactions with VHIZ JSC and revaluations gains or losses on financial instruments to fair value and amortized cost. In the future, we expect to incur tax expenses in jurisdictions outside Vietnam where we expand our operations.

We have benefitted from more favorable tax concessions and benefits in certain jurisdictions. For example, in Vietnam, we are entitled to corporate income tax incentives for investment projects in certain economic zones under Vietnam’s Law on Investment and the Law on Corporate Income Taxes (and its implementing regulation), pursuant to which we are subject to a tax rate of 10% until 2032 (15 years from the date on which we began generating revenue from our manufacturing operations in 2018), in addition to receiving four years of tax holiday starting from the fourth year of operation (2021-2024) and a 50% tax reduction for the following nine years from 2025 to 2033. Accordingly, for the years ended December 31, 2020, 2021 and 2022, VinFast Vietnam was entitled to a preferential tax rate of 10% and CIT exemption, resulting in an effective tax rate of 0% for VinFast Vietnam.

Finance income

Our finance income consists primarily of interest income on loan receivables. These loans relate to arrangements between our subsidiaries and our affiliates within Vingroup. A small portion of our finance income is also derived from interest income on sales-type leases that we enter into in the ordinary course of business.

Finance costs

Our finance costs consist primarily of contractual coupons on loans and borrowings, as well as changes in amortized costs of financial instruments measured at amortized cost.

Investment gain

Our investment gain consists primarily of fair value gain from equity instruments measured at fair value through profit and loss. These equity instruments primarily relate to our investments in Vinhomes and Vingroup.

Share of losses from equity investees

Our share of losses from equity investees relates to (i) a previous car plastic manufacturing joint venture that we fully acquired the remaining equity interest in and converted into a subsidiary which was subsequently merged into VinFast Vietnam in 2021 and (ii) our previous investment in VinFast Lithium Battery Pack Limited Liability Company (“VinFast Lithium”), which we divested in 2021.

Impact of COVID-19

Our business demonstrated resilience and continued growth in 2020 and 2021 despite temporary disruptions during periods of short-term spikes in COVID-19 cases. In 2021, sales of vehicles increased 18% against the preceding year. The resilience of our business over the past two years reflects our successful adoption of new sales methods that prioritize consumer safety, such as our online consultations, offline-to-online shift in sales strategy, test drive at home program and home delivery service. These new sales methods resulted in operational

expenses savings in 2021. We have also benefitted from various government support initiatives, including extensions for tax payments (special consumption tax resulting in a lower tax rate in Vietnam), and lower interest rates from commercial banks.

Vietnam experienced five major waves of COVID-19 infections over 2020 and 2021 across the country: the first in March and April 2020, the second in July and August 2020, the third from January to March 2021, the fourth from May to June 2021, and the fifth in July and August 2021. Each wave resulted in containment, social distancing, lockdown measures, border closures, cancelations of gatherings and events and closures of schools, universities, restaurants, stores and other businesses, nationally or regionally. In turn, these measures caused short-term operational disruptions to our business. For example, during the height of the lockdown, we experienced difficulties hiring foreign workers due to more restrictive government-imposed regulations and policies related to expatriate and foreign worker permitting, and the resulting reluctance on the part of potential or existing employees to travel across borders. In addition, due to government-imposed lockdowns that created work permit issuance and renewal delays at relevant authorities, a small number of our foreign workers located in Vietnam were not able to timely obtain or renew their necessary work permits. We have since obtained or renewed all requisite work permits for these employees. The fourth wave of infection in 2021 also led to delays in planned showroom rollouts and showroom closures in the third quarter of 2021. Nevertheless, 2021 third quarter sales of our three most popular ICE vehicle models, the Fadil, Lux A and Lux SA, were approximately four times higher than our monthly sales average for the year 2020.

As a result, we have experienced disruptions to and delays in our operations, including shortages and delays in the supply of certain parts, including semiconductors and other materials and equipment instrumental to the production of our vehicles. In response, we have adapted various internal designs and processes to mitigate the impact of such disruptions and delays on our production timeline, which has resulted in higher operating costs. For example, we have implemented COVID-19 prevention measures and ensure that all of our employees are fully vaccinated. We have also increasingly adopted automation technologies in our facilities to reduce our reliance on manpower and the risk of production stoppages and delays. Furthermore, in order to prevent supply shortages, we worked closely with our partners to place advance orders for certain key components in 2020 and 2021.

As Vietnam emerged from the pandemic in 2022, re-opened its economy and removed most of its COVID-related restrictions, the pandemic did not have a significant impact on our business or results of operations for the year ended December 31, 2022.

Comparability of Results

Our results of operations for the year ended December 31, 2021 primarily reflect the results of our legacy ICE vehicle manufacturing operations. In connection with our strategic decision to transform into an EV-only manufacturer, we started phasing out production of ICE vehicles at the end of 2021 and fully phased out ICE vehicle production in early November 2022. Therefore, in addition to reflecting the effect of such phase-out, our results of operations for the year ended December 31, 2022 also reflect our R&D investments in our new EV models and our initial deliveries of the VF e34 and VF 8 in Vietnam. In addition, in 2022, we grew our footprint outside of Vietnam and began accepting reservations for the VF 8 and VF 9 in North America and Europe. Accordingly, we believe that our results of operations during these two years are not comparable.

Results of Operations

The following table sets forth a summary of our consolidated statements of operations for the years presented, both in absolute amount and as a percentage of our revenues for the years presented. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The results of operations in any period are not necessarily indicative of our future trends.


	For the Year Ended December 31,
	2020						2021						2022
	(VND in billions)			%			(VND in billions)			%			(VND in billions)			(USD in millions)			%
Revenues
Sales of vehicles		11,771.7			86.0			13,898.6			86.7			12,391.5			524.8			82.8
Sales of merchandise		1,436.1			10.5			1,405.4			8.8			112.2			4.8			0.7
Sales of spare parts and components		343.0			2.5			538.2			3.4			2,072.6			87.8			13.8
Rendering of services		22.0			0.2			96.6			0.6			222.7			9.4			1.5
Rental income
Revenue from leasing activities		117.5			0.8			89.4			0.5			166.5			7.1			1.1

Revenues		13,690.3			100.0			16,028.2			100.0			14,965.6			633.8			100.0
Cost of vehicles sold		(18,618.8	)		(136.0	)		(23,327.0	)		(145.5	)		(24,660.1	)		(1,044.4	)		(164.8	)
Cost of merchandise sold		(1,388.8	)		(10.1	)		(1,398.3	)		(8.7	)		(151.4	)		(6.4	)		(1.0	)
Cost of spare parts and components sold		(234.0	)		(1.7	)		(437.2	)		(2.7	)		(1,869.1	)		(79.2	)		(12.5	)
Cost of rendering services		(11.2	)		(0.1	)		(65.4	)		(0.4	)		(389.6	)		(16.5	)		(2.6	)
Cost of leasing activities		(132.6	)		(1.0	)		(56.1	)		(0.4	)		(162.3	)		(6.9	)		(1.1	)

Cost of sales		(20,385.5	)		(148.9	)		(25,284.0	)		(157.7	)		(27,232.5	)		(1,153.3	)		(182.0	)
Gross loss		(6,695.1	)		(48.9	)		(9,255.8	)		(57.7	)		(12,266.9	)		(519.5	)		(82.0	)
Operating expenses:
Research and development costs		(3,929.8	)		(28.7	)		(9,255.4	)		(57.7	)		(19,939.9	)		(844.5	)		(133.2	)
Selling and distribution costs		(1,346.6	)		(9.8	)		(2,203.8	)		(13.7	)		(5,213.7	)		(220.8	)		(34.8	)
Administrative expenses		(1,206.5	)		(8.8	)		(2,424.6	)		(15.1	)		(4,010.0	)		(169.8	)		(26.8	)
Compensation expenses		—			—			(4,340.3	)		(27.1	)		(109.4	)		(4.6	)		(0.7	)
Net other operating (expenses)/income		(67.5	)		(0.5	)		412.5			2.6			(716.4	)		(30.3	)		(4.8	)

Operating loss		(13,245.5	)		(96.8	)		(27,067.4	)		(168.9	)		(42,256.4	)		(1,789.6	)		(282.4	)
Finance income		248.7			1.8			446.1			2.8			88.1			3.7			0.6
Finance costs		(4,553.9	)		(33.3	)		(4,598.2	)		(28.7	)		(7,959.8	)		(337.1	)		(53.2	)
Net (loss)/gain on financial instruments at fair value through profit or loss		(1,494.6	)		(10.9	)		(1,710.0	)		(10.7	)		1,226.0			51.9			8.2
Investment gain		224.8			1.6			956.6			6.0			—			—			—
Share of losses from equity investees		(42.0	)		(0.3	)		(36.8	)		(0.2	)		—			—			—

Loss before income tax expense		(18,862.5	)		(137.8	)		(32,009.7	)		(199.7	)		(48,902.1	)		(2,071.1	)		(326.8	)
Tax expense		(87.8	)		(0.6	)		(209.2	)		(1.3	)		(946.7	)		(40.1	)		(6.3	)

Net loss for the year		(18,950.2	)		(138.4	)		(32,219.0	)		(201.0	)		(49,848.9	)		(2,111.2	)		(333.1	)

Comparison for the Years Ended December 31, 2021 and 2022

Revenues

Our revenues decreased by VND1,062.6 billion, or 6.6%, to VND14,965.6 billion ($633.8 million) for the year ended December 31, 2022 compared to VND16,028.2 billion for the year ended December 31, 2021, primarily due to a decrease in revenue from sales of merchandise and vehicles, partially offset by an increase in revenue from sales of spare parts and components, and the rendering of services.

•

Sales of vehicles. Our revenue from sales of vehicles decreased by VND1,507.1 billion, or 10.8%, to VND12,391.5 billion ($524.8 million) for the year ended December 31, 2022 compared to VND13,898.6 billion for the year ended December 31, 2021 primarily due to a decrease in ICE vehicle sales volume in Vietnam to approximately 16,800 ICE vehicles for the year ended December 31, 2022, from approximately 35,600 ICE vehicles for the year ended December 31, 2021 due to our phasing out of production of ICE vehicles in furtherance of our plan to fully transform into a pure EV player. This decrease was partially offset by revenue from initial deliveries of VF e34 and VF 8 vehicles in Vietnam and strong sales of e-motorcycles in connection with the launch of our new models, in particular Klara S 2022, Feliz S, Evo200, Evo200 Lite and Vento S. We sold approximately 24,000 ICE vehicles and

EVs and approximately 60,300 e-scooters for the year ended December 31, 2022 compared to approximately 35,600 ICE vehicles and EVs and approximately 41,900 e-scooters for the year ended December 31, 2021.

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Sales of merchandise. Our revenue from sales of merchandise decreased by VND1,293.2 billion, or 92.0%, to VND112.2 billion ($4.8 million) for the year ended December 31, 2022 compared to VND1,405.4 billion for the year ended December 31, 2021. The decrease was primarily due to fewer used vehicles sold as we shifted our business strategy for the vehicle trade-in program in 2022 to only purchasing used VinFast vehicles and no longer purchase used vehicles from other brands. The cessation of sales of smartphones in the U.S. market from the fourth quarter of 2021 also contributed to the decrease in revenue from sales of merchandise for the year ended December 31, 2022.

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Sales of spare parts and components. Our revenue from sales of spare parts and components increased by VND1,534.4 billion, or 285.1%, to VND2,072.6 billion ($87.8 million) for the year ended December 31, 2022, compared to VND538.2 billion for the year ended December 31, 2021 primarily due to an increase in the volume of spare parts and components sold for the year ended December 31, 2022 as compared to the prior year. This includes revenue from sales of finished car batteries for the year ended December 31, 2022 in the amount of VND503.8 billion ($21.3 million) relating to batteries installed in our VF e34 vehicles sold in Vietnam and revenue from sales of battery components to VinES for the year ended December 31, 2022 in the amount of VND851.8 billion ($36.1 million). In the first quarter of 2022, we sold all of the installed batteries to VinES, who in turn leased the batteries to VF e34 purchasers under a battery subscription program that was available up until October 31, 2022 through VinES for the EVs that we sold in Vietnam. We did not record any revenue from sales of finished car batteries in the comparative period.

•

Rendering of services. Our revenue from the rendering of services increased by VND126.2 billion, or 130.6%, to VND222.7 billion ($9.4 million) for the year ended December 31, 2022 compared to VND96.6 billion for the year ended December 31, 2021 mainly due an increase in factory management and operation services provided to Vinsmart Research and Manufacture Joint Stock Company (“Vinsmart”) from January to May 2022, as well as maintenance services provided at our service centers.

•

Revenue from leasing activities. Our revenue from leasing activities increased by VND77.1 billion, or 86.3%, to VND166.5 billion ($7.1 million) for the year ended December 31, 2022 compared to VND89.4 billion for the year ended December 31, 2021 primarily attributable to an increase in revenue from the leasing of cars and e-scooter batteries, which was mainly due to an increase in the number of EVs and e-scooters on lease, and partially offset by a decrease in revenue from the leasing of manufacturing parks as we completed the transfer of such assets to VHIZ JSC in February 2022. See “Related Party Transactions — Asset Transfer to VHIZ JSC.”

Cost of sales

Our cost of sales increased by VND1,948.5 billion, or 7.7%, to VND27,232.5 billion ($1,153.3 million) for the year ended December 31, 2022 compared to VND25,284.0 billion for the year ended December 31, 2021, primarily due to an increase in the cost of vehicles, spare parts and components sold.

•

Cost of vehicles sold. Our cost of vehicles sold increased by VND1,333.2 billion, or 5.7%, to VND24,660.1 billion ($1,044.4 million) for the year ended December 31, 2022 compared to VND23,327.0 billion for the year ended December 31, 2021, primarily attributable to an increase in the cost of e-scooters sold in line with an increase in e-scooter sales, an increase in depreciation expenses relating to our ICE licenses that were not transferred to VIG, an increase in charges to write-down the carrying value of our inventories in relation to the ICE Production Phase-out, and an increase in charges to write-down the carrying value of our inventories that exceeded its estimated NRV attributable to an increase in inventories reserved for EV production and certain promotion programs

for VinFast’s customers. This increase was partially offset by a decrease in the total cost of ICE vehicles sold, due to the decrease in ICE vehicle sales volume in furtherance of our plan to fully transform into a pure EV player.

•

Cost of merchandise sold. Our cost of merchandise sold decreased by VND1,247.0 billion, or 89.2%, to VND151.4 billion ($6.4 million) for the year ended December 31, 2022 compared to VND1,398.3 billion for the year ended December 31, 2021. The decrease was primarily due to a decrease in the cost of used vehicles sold, which was primarily attributable to a decline in the volume of used vehicles sold as we shifted our business strategy for the vehicle trade-in program in 2022 to only purchasing used VinFast vehicles, and a decrease in the cost of smartphones sold as we ceased selling smartphones from the fourth quarter of 2021.

•

Cost of spare parts and components sold. Our cost of spare parts and components sold increased by VND1,431.9 billion, or 327.5%, to VND1,869.1 billion ($79.2 million) for the year ended December 31, 2022, compared to VND437.2 billion for the year ended December 31, 2021 primarily due to an increase in the volume of battery components and finished batteries sold to VinES for the year ended December 31, 2022 as compared to the prior year.

•

Cost of rendering services. Our cost of rendering services increased by VND324.3 billion, or 496.0%, to VND389.6 billion ($16.5 million) for the year ended December 31, 2022 compared to VND65.4 billion for the year ended December 31, 2021 primarily due to an increase in factory management and operation services provided to Vinsmart from January to May 2022 and maintenance and charging station services provided at our service centers for the year ended December 31, 2022 as compared to comparative period.

•

Cost of leasing activities. Our cost of leasing activities increased by VND106.2 billion, or 189.3%, to VND162.3 billion ($6.9 million) for the year ended December 31, 2022 compared to VND56.1 billion for the year ended December 31, 2021 primarily due to an increase in the cost of leasing cars and e-scooter batteries, partially offset by a decrease in the cost of leasing manufacturing parks as we completed the transfer of such assets to VHIZ JSC in February 2022. See “Related Party Transactions — Asset Transfer to VHIZ JSC.”

Gross loss

For the reasons described above, our gross loss increased by VND3,011.1 billion, or 32.5%, to VND12,266.9 billion ($519.5 million) for the year ended December 31, 2022 compared to VND9,255.8 billion for the year ended December 31, 2021.

Research and development costs

Our R&D costs increased by VND10,684.5 billion, or 115.4%, to VND19,939.9 billion ($844.5 million) for the year ended December 31, 2022 compared to VND9,255.4 billion for the year ended December 31, 2021. The increase was primarily due to an increase in R&D costs paid to external suppliers (including taxes on expenses paid out to suppliers) and other costs relating to the expansion of our R&D activities for EVs.

Selling and distribution costs

Our selling and distribution costs increased by VND3,009.9 billion, or 136.6%, to VND5,213.7 billion ($220.8 million) for the year ended December 31, 2022 compared to VND2,203.8 billion for the year ended December 31, 2021. The increase was primarily due to an increase in labor costs, which was primarily attributable to our efforts to scale up our sales operations in the U.S., Europe and Canada, including the opening of new showrooms, and an increase in our marketing and advertising expenses, which was principally due to our participation in the New York International Auto Show 2022, Consumer Electronic Show 2022, Paris Motor Show, 2022 IRONMAN U.S. series, EVS 35 Oslo, and product showcases in the U.S., Canada, Europe and Vietnam. The selling and distribution costs for the year ended December 31, 2022 also included extended warranty expenses for ICE vehicles sold from 2019 up until December 31, 2021.

Administrative expenses

Our administrative expenses increased by VND1,585.5 billion, or 65.4%, to VND4,010.0 billion ($169.8 million) for the year ended December 31, 2022 compared to VND2,424.6 billion for the year ended December 31, 2021. The increase was primarily due to an increase in labor costs, cost of external services as we expanded our administrative operations within our overseas subsidiaries, and impairment charges in relation to our battery leasing activities under the automotive and e-scooter segments where the carrying value of certain long-lived assets may not be recoverable from impairment testing, as well as an increase in depreciation and amortization expenses and other costs.

Compensation expenses

Our compensation expenses decreased by VND4,230.9 billion, or 97.5%, to VND109.4 billion ($4.6 million) for the year ended December 31, 2022 compared to VND4,340.3 billion for the year ended December 31, 2021. The decrease was mainly due to our recognition of compensation costs paid to certain suppliers of our ICE business for the early termination of our contracts with them in connection with the phase-out of our ICE business in the year ended December 31, 2021.

Net other operating (expenses)/income

For the year ended December 31, 2022, we recorded net other operating expenses of VND716.4 billion ($30.3 million), as compared to net other operating income of VND412.5 billion for the year ended December 31, 2021. This increase in net other operating expenses was primarily due to an increase in net foreign exchange losses which was attributable to an adverse change in foreign exchange rates for the year ended December 31, 2022, partially offset by a decrease in loss from disposal of long-lived assets and penalties in the year ended December 31, 2021.

Operating loss

For the reasons described above, our operating loss increased by VND15,189.0 billion, or 56.1%, to VND42,256.4 billion ($1,789.6 million) for the year ended December 31, 2022 compared to VND27,067.4 billion for the year ended December 31, 2021.

Finance income

Our finance income decreased by VND358.1 billion, or 80.3%, to VND88.1 billion ($3.7 million) for the year ended December 31, 2022 compared to VND446.1 billion for the year ended December 31, 2021. This decrease was primarily due to a decrease in interest income on loan receivables attributable to a decline in financing activities between our subsidiaries and our affiliates within Vingroup for the year ended December 31, 2022.

Finance costs

Our finance costs increased by VND3,361.6 billion, or 73.1%, to VND7,959.8 billion ($337.1 million) for the year ended December 31, 2022 compared to VND4,598.2 billion for the year ended December 31, 2021. This increase was primarily due to an increase in our interest-bearing loans and borrowings and an increase in interest rates.

Net gain on financial instruments at fair value through profit or loss

We had net gain on financial instruments at fair value through profit or loss of VND1,226.0 billion ($51.9 million) for the year ended December 31, 2022 as compared to net loss on financial instruments at fair value through profit or loss of VND1,710.0 billion for the year ended December 31, 2021. This gain was primarily due to changes in the fair value of our cross-currency interest rate swap contracts and changes in the fair value of the financial liabilities in respect of deferred preference shares issued by VinFast Vietnam.

Investment gain

We had no investment gain for the year ended December 31, 2022 compared to VND956.6 billion for the year ended December 31, 2021. During the year ended December 31, 2021, the investment gain was primarily attributable to the fair value gain from equity instruments measured at fair value through profit or loss from changes in the prices of the shares of Vinhomes and Vingroup that we held until March 2021. In March 2021, we effected a demerger transaction following which we no longer held those shares.

Share of losses from equity investees

We did not record a share of losses from equity investees for the year ended December 31, 2022 compared to VND36.8 billion for the year ended December 31, 2021, primarily due to a step-up acquisition of an equity investee to our subsidiary, which was subsequently merged into us, and our disposal of the remaining equity investee in 2021.

Tax expense

Our tax expenses increased by VND737.5 billion, or 352.5%, to VND946.7 billion ($40.1 million) for the year ended December 31, 2022 compared to VND209.2 billion for the year ended December 31, 2021. This increase was primarily due to an increase in deferred tax expenses incurred in connection with our lease back of the automobile manufacturing plant and the related infrastructure transferred to VHIZ JSC and the realization of deferred tax liabilities in 2020 arising from a fair value gain on cross-currency interest rate swap contracts, partially offset by a decrease in deferred tax expenses that was largely attributable to investment gains recorded for the year ended December 31, 2021 from changes in the prices of the shares of Vinhomes and Vingroup (as described above) and a decrease in income tax expenses attributable to a decrease in the taxable profit of our subsidiary for the year ended December 31, 2022.

Net loss for the year

For the reasons described above, our net loss for the year increased by VND17,629.9 billion, or 54.7%, to VND49,848.9 billion ($2,111.2 million) for the year ended December 31, 2022 compared to VND32,219.0 billion for the year ended December 31, 2021.

Comparison of the Years Ended December 31, 2020 and 2021

Revenues

Our revenues increased by VND2,337.8 billion, or 17.1%, to VND16,028.2 billion for the year ended December 31, 2021 compared to VND13,690.3 billion for the year ended December 31, 2020, primarily due to an increase in revenue from sales of vehicles.

•

Sales of vehicles. Our revenue from sales of vehicles increased by VND2,126.9 billion, or 18.1%, to VND13,898.6 billion for the year ended December 31, 2021 compared to VND11,771.7 billion for the year ended December 31, 2020 due to an increase in ICE vehicles sales volume in Vietnam. We sold approximately 35,600 ICE vehicles and approximately 41,900 e-scooters in 2021 compared to approximately 24,200 ICE vehicles and approximately 32,800 e-scooters in 2020. In our car business, we experienced strong demand in 2021 for the Fadil, our A-segment model, and the Lux A and Lux SA, our D- and E-segment models, driven by our successful marketing initiatives, including Vingroup ecosystem voucher programs and flexible promotion programs. In our e-scooter business, we experienced strong demand in 2021 for our new models, the Klara A2 and Feliz, due to strong sales generation from our voucher programs and e-commerce sales on third-party platforms.

•

Sales of merchandise. Our revenue from sales of merchandise decreased by VND30.7 billion, or 2.1%, to VND1,405.4 billion for the year ended December 31, 2021 compared to VND1,436.1 billion for the

year ended December 31, 2020. The decrease was due to the cessation of our automobile trading business from the beginning of 2021 and fewer used vehicles sold, which was partially offset by an increase in revenue from the sale of smartphones. We subsequently ceased the sale of smartphones in the fourth quarter of 2021.

•

Sales of spare parts and components. Our revenue from sales of spare parts and components increased by VND195.2 billion, or 56.9%, to VND538.2 billion for the year ended December 31, 2021, compared to VND343.0 billion for the year ended December 31, 2020 due to an increase in the volume of spare parts and components sold in 2021 as compared to the prior year, which was primarily attributable to an increase in the sales of our vehicles.

•

Rendering of services. Our revenue from the rendering of services increased by VND74.6 billion to VND96.6 billion for the year ended December 31, 2021 compared to VND22.0 billion for the year ended December 31, 2020 mainly due to an increase in maintenance services provided at our service centers.

•

Revenue from leasing activities. Our revenue from leasing activities decreased by VND28.1 billion, or 23.9%, to VND89.4 billion for the year ended December 31, 2021 compared to VND117.5 billion for the year ended December 31, 2020 due to a decrease in revenue from the leasing of cars, e-scooters and batteries, which was primarily attributable to a decline in the number of e-scooters on lease. This decrease was partially offset by an increase in revenue from real estate leasing activities.

Cost of sales

Our cost of sales increased by VND4,898.5 billion, or 24.0%, to VND25,284.0 billion for the year ended December 31, 2021 compared to VND20,385.5 billion for the year ended December 31, 2020, primarily due to an increase in the cost of vehicles sold.

•

Cost of vehicles sold. Our cost of vehicles sold increased by VND4,708.1 billion, or 25.3%, to VND23,327.0 billion for the year ended December 31, 2021 compared to VND18,618.8 billion for the year ended December 31, 2020 primarily due to the increase in the sales volumes of vehicles that we sold in 2021. Our cost of vehicles sold as a percentage of revenue from sales of vehicles increased year-on-year mainly due to promotional activities in 2021 which led to lower average selling prices in 2021 as compared to 2020.

•

Cost of merchandise sold. Our cost of merchandise sold increased slightly by VND9.5 billion, or 0.7%, to VND1,398.3 billion for the year ended December 31, 2021 compared to VND1,388.8 billion for the year ended December 31, 2020. The marginal increase was due to an increase in the cost of smartphones sold in line with the increase in the number of smartphones sold during the year. This increase was partially offset by a decrease in the cost relating to our automobile trading business, which was attributable to our discontinuation of that business in 2021, and a decrease in cost of used vehicles sold, which was primarily attributable to a decline in the volume of used vehicles sold.

•

Cost of spare parts and components sold. Our cost of spare parts and components sold increased by VND203.2 billion, or 86.8%, to VND437.2 billion for the year ended December 31, 2021, compared to VND234.0 billion for the year ended December 31, 2020 primarily due to an increase in the volume of spare parts and components sold during the year.

•

Cost of rendering services. Our cost of rendering services increased by VND54.2 billion to VND65.4 billion for the year ended December 31, 2021 compared to VND11.2 billion for the year ended December 31, 2020 due to an increase in maintenance services and other services rendered in 2021 as compared to 2020.

•

Cost of leasing activities. Our cost of leasing activities decreased by VND76.5 billion, or 57.7%, to VND56.1 billion for the year ended December 31, 2021 compared to VND132.6 billion for the year ended December 31, 2020 primarily due to a decrease in the number of e-scooters on lease.

Gross loss

For the reasons described above, our gross loss increased by VND2,560.6 billion, or 38.2%, to VND9,255.8 billion for the year ended December 31, 2021 compared to VND6,695.1 billion for the year ended December 31, 2020.

Research and development costs

Our R&D costs increased by VND5,325.6 billion, or 135.5%, to VND9,255.4 billion for the year ended December 31, 2021 compared to VND3,929.8 billion for the year ended December 31, 2020. The increase was primarily due to an increase in R&D costs paid to external suppliers (including taxes on expenses paid out to suppliers).

Selling and distribution costs

Our selling and distribution costs increased by VND857.3 billion, or 63.7%, to VND2,203.8 billion for the year ended December 31, 2021 compared to VND1,346.6 billion for the year ended December 31, 2020. The increase was primarily due to an increase in labor costs, which was primarily attributable to our efforts to scale up our sales operations in the U.S., Europe and Canada, and an increase in our marketing and advertising expenses, which was principally due to our participation in the 2021 Los Angeles Auto Show and CES to introduce our products. The remaining increase is attributable to an increase in rental, depreciation and amortization and other costs.

Administrative expenses

Our administrative expenses increased by VND1,218.0 billion, or 101.0%, to VND2,424.6 billion for the year ended December 31, 2021 compared to VND1,206.5 billion for the year ended December 31, 2020. The increase was primarily due to an increase in the cost of external services as we expanded our administrative operations within our overseas subsidiaries, as well as an increase in labor costs. The remaining increase was attributable to an increase in depreciation and amortization expenses and other costs.

Compensation expenses

We recorded compensation expenses of VND4,340.3 billion for the year ended December 31, 2021 as we estimated and made provisions for the compensation costs to be paid to certain of the suppliers of our ICE business for the early termination of our contracts with them in connection with the planned phase-out of our ICE business. We remain in discussion with some of these suppliers to finalize the total amount of compensation payable. For more information, see “Corporate History and Structure — Phase-out of ICE Vehicle Production.”

Net other operating (expenses)/income

In the year ended December 31, 2021, we recorded net other operating income of VND412.5 billion, as compared to net other operating expenses of VND67.5 billion in the year ended December 31, 2020. This increase was primarily due to a VND369.5 billion increase in net foreign exchange gains (being foreign exchange gains less foreign exchange losses), which was attributable to a favorable change in foreign exchange rates in 2021, and a VND211.5 billion increase in other operating income, which was primarily attributable to VND197.8 billion of income recognized on vouchers issued to customers that expired in 2021. The increase was partially offset by an increase in loss from disposal of long-lived assets of VND113.4 billion in the year ended December 31, 2021 in relation to the disposal of certain production equipment and other assets that had carrying values that exceeded their selling prices on the disposal date.

Operating loss

For the reasons described above, our operating loss increased by VND13,821.9 billion, or 104.4%, to VND27,067.4 billion for the year December 31, 2021 compared to VND13,245.5 billion for the year ended December 31, 2020.

Finance income

Our finance income increased by VND197.4 billion, or 79.4%, to VND446.1 billion for the year ended December 31, 2021 compared to VND248.7 billion for the year ended December 31, 2020. This increase was primarily due to a VND199.5 billion increase in interest income on loan receivables attributable to an increase in financing activities and arrangements between our subsidiaries and our affiliates within Vingroup in 2021.

Finance costs

Our finance costs increased by VND44.3 billion, or 1.0%, to VND4,598.2 billion for the year ended December 31, 2021 compared to VND4,553.9 billion for the year ended December 31, 2020. This marginal increase was primarily due to a VND303.9 billion increase in change in amortized costs of financial instruments measured at amortized cost, largely relating to a VND292.5 billion increase in amortized costs from upfront payments made on a business cooperation contract with an affiliate starting in September 2020. The increase was partially offset by a decrease in contractual coupons on loans and borrowings of VND259.6 billion in the year ended December 31, 2021 primarily due to a decrease in our weighted average interest rate compared to 2020 and the higher amount of capitalization of financing costs relating to our property, plant and equipment.

Net loss on financial instruments at fair value through profit or loss

Our net loss on financial instruments at fair value through profit or loss increased by VND215.4 billion, or 14.4%, to VND1,710.0 billion for the year ended December 31, 2021 compared to VND1,494.6 billion for the year ended December 31, 2020. This increase was primarily due to unfavorable changes in the fair value of our cross-currency interest rate swap contracts.

Investment gain

Our investment gain increased by VND731.8 billion, or 325.5%, to VND956.6 billion for the year ended December 31, 2021 compared to VND224.8 billion for the year ended December 31, 2020. This increase was primarily due to a VND655.0 billion increase in fair value gain from equity instruments measured at fair value through profit or loss that is attributable to an increase in the quoted price of the common stock of Vinhomes, which resulted in a VND781.3 billion increase in investment gain. This increase was partially offset by a VND126.3 billion decrease in the quoted price of the common stock of Vingroup due to fluctuations in its stock price.

Share of losses from equity investees

Our share of losses from equity investees decreased by VND5.2 billion, or 12.4%, to VND36.8 billion for the year ended December 31, 2021 compared to VND42.0 billion for the year ended December 31, 2020. This decrease was primarily due to a step-up acquisition of an equity investee which became our subsidiary and was subsequently merged into us and our disposal of the remaining investee in 2021.

Tax expense

Our tax expenses increased by VND121.5 billion, or 138.4%, to VND209.2 billion for the year ended December 31, 2021 compared to VND87.8 billion for the year ended December 31, 2020. This increase was primarily due to a VND44.5 billion increase in current income tax expense attributable to an increase in taxable

profits from some of our subsidiaries in 2021 and a VND77.0 billion increase in deferred income tax expense primarily attributable to a VND143.6 billion increase from investment gains from changes in the price of common stock of Vinhomes and Vingroup. This increase was partially offset by a VND57.2 billion decrease from a realization of deferred tax liabilities arising in 2020 from a fair value gain on cross-currency interest rate swap contracts.

Net loss for the year

For the reasons described above, our net loss for the year increased by VND13,268.7 billion, or 70.0%, to VND32,219.0 billion for the year ended December 31, 2021 compared to VND18,950.2 billion for the year ended December 31, 2020.

Liquidity and Capital Resources

We have had negative net cash flows from operating activities and expect our cash flows to remain negative at least for the near term as we scale and ramp up production and sales of our vehicles, establish our manufacturing operations and expand our marketing, sales and service network in our target markets outside of Vietnam. Since our inception, we have financed our operations primarily though debt and equity financing activities, including support from our parent company, Vingroup, for borrowings, corporate loan guarantees, and capital contribution.

We had net losses of VND18,950.2 billion, VND32,219.0 billion and VND49,848.9 billion ($2,111.2 million) in 2020, 2021 and 2022 respectively. We had net cash flows used in operating activities of VND9,349.2 billion, VND28,969.1 billion and VND35,628.4 billion ($1,508.9 million) in 2020, 2021 and 2022, respectively. We expect to continue to incur operating and net losses in the near term as we scale the production of our VF e34 (C-segment), VF 5 (A-segment), VF 6 (B-segment), VF 7 (C-segment), VF 8 (D-segment) and VF 9 (E-segment) vehicles, establish our manufacturing operations and expand our marketing, sales and service network in our target markets outside of Vietnam. In addition, we had total current liabilities of VND66,225.2 billion ($2,804.7 million) and accumulated losses of VND127,188.5 billion ($5,386.6 million) as of December 31, 2022.

As of December 31, 2022, we had cash and cash equivalents of VND4,271.4 billion ($180.9 million). We hold and maintain cash and cash equivalents taking into account our current business plans, expected monthly cash flows from operations and expected monthly cash outlays on a monthly basis.

As of December 31, 2022, we had VND2,406.7 billion ($101.9 million) of undrawn lines of credit for short-term financing under our existing credit facilities, and VND4,271.4 billion ($180.9 million) in cash and cash equivalents, of which 3.6% was held in Vietnamese Dong and the remaining 96.4% were held in foreign currencies, such as U.S. dollars, Euros, Australian dollars, Canadian dollars and Singapore dollars. Our primary requirements for liquidity are to finance working capital, capital expenditures and general corporate purposes. See “Description of Certain Indebtedness.”

Our capital expenditures (which are our purchases of property, plant and equipment and intangible assets) paid during the years ended December 31, 2020, 2021 and 2022 were VND9,672.2 billion, VND6,007.9 billion and VND17,681.7 billion ($748.8 million), respectively. In 2020, our capital expenditures primarily consisted of purchases of property, plant and equipment and intangible assets, such as the Lang Proving Ground (Australia), supplier park and machineries and equipment for ICE projects. In 2021, our capital expenditures primarily comprised the purchase of machineries and equipment for our EV projects and the supplier park in our Hai Phong facility. In 2022, our capital expenditures primarily consisted of purchases of machineries and equipment for our EV projects, construction of showrooms and charging stations at target markets and construction of the factory in the U.S. As of December 31, 2022, we had committed capital expenditures of VND12,618.2 billion ($534.4 million), which was primarily related to the purchase and installation of machinery and equipment, information technology systems and deployment of site clearance and construction of factories, showrooms and charging stations.

In addition to opening showrooms that are fully owned by us, we plan to roll out showrooms in collaboration with our dealers and partners to reduce our capital expenditures. Subject to market opportunities, demand and availability of financing, we currently anticipate our cumulative spending on capital expenditures in 2023 and 2024 to be approximately $3.0 billion to support our production capacity expansion in both Vietnam and the U.S., showroom roll-out, product development, and other items. In the medium-term, we expect to continue to invest in our distribution and manufacturing capacities. We expect to finance our capital expenditures through a combination of debt and equity financing, which may include such financing from our major shareholders and affiliates. We expect that our working capital needs to continue to increase in the short- to medium-term to support the growth of our company.

In 2022, we entered into a series of agreements with North Carolina state authorities to build a large-scale manufacturing center at the Triangle Innovation Point megasite in North Carolina’s Chatham County. We expect our capital expenditures for the development of phase 1 of this manufacturing center will be approximately $1.4 billion, of which approximately $96.8 million (including capitalized interest) has been incurred and recorded as construction in progress as of December 31, 2022. Such estimate remains subject to market opportunities, demand and availability of financing. Our investments in the center to date have been financed through shareholder loans. Our funding sources for our future capital requirements for the center’s development may include further loans from our major shareholders and affiliates as well as other debt and equity financing.

We believe that our existing loans and borrowings and the net proceeds we expect to receive from this offering, together with our cash on hand and expected financial support from Vingroup, will be sufficient to meet our working capital requirements and committed capital expenditures for at least the next 12 months. We expect to require significant external debt and/or equity financing in the future and intend to access both public and private markets for such financing to complete our manufacturing infrastructure investments, including the construction of our North Carolina manufacturing center, and to fund our expected growth plans. The sale of additional equity would result in dilution to our shareholders. The incurrence of debt financing would result in debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that are more restrictive than those contained in our existing loans and borrowings. See also “Risk Factors — Risks Related to Our Relationship with Vingroup — We have relied on Vingroup for financial support and are dependent on Vingroup affiliates for key aspects of our business. Accordingly, we have engaged in various related party transactions with Vingroup, and any potential conflicts of interest could have an adverse effect on our business and results of operations. Due to our close association with Vingroup and its affiliates, we could also be impacted by matters affecting their reputation, including litigation, regulatory or other matters” and “Risk Factors — Risks Relating to Our Business and Industry — We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in our company.” In addition, our future capital requirements and results of operations may vary materially from those currently planned and will depend on many factors, including the timing of new products and services introductions, market acceptance of our offerings, the expansion of manufacturing activities, the extent of spending on R&D efforts and other growth initiatives and overall economic conditions.

The following table presents summary cash flows information for the years presented:


	For the Year Ended December 31,
	2020			2021			2022
	VND (in billions)			VND (in billions)			VND (in billions)			USD (in millions)
Net cash flows used in operating activities		(9,349.2	)		(28,969.1	)		(35,628.4	)		(1,508.9	)
Net cash flows (used in)/from investing activities		(1,839.0	)		2,420.1			(16,038.9	)		(679.3	)
Net cash flows from financing activities		10,453.8			28,855.2			52,945.1			2,242.3
Net (decrease)/increase in cash and cash equivalents		(734.4	)		2,306.2			1,277.7			54.1
Cash and cash equivalents at the end of the year		827.7			3,024.9			4,271.4			180.9

Net cash flows used in operating activities

Net cash flows used in operating activities for the year ended December 31, 2022 were VND35,628.4 billion ($1,508.9 million). The difference between our net cash flows used in operating activities and our net loss for the year of VND49,848.9 billion ($2,111.2 million) for the year ended December 31, 2022 was primarily the result of adjustments for the following items: VND5,988.5 billion ($253.6 million) of provision related to purchase commitment, compensation expenses, assurance-type warranties and write-downs of inventories, VND3,924.7 billion ($166.2 million) of depreciation of property, plant and equipment, VND2,341.9 billion ($99.2 million) of amortization of intangible assets and VND1,999.9 billion ($84.7 million) of change in amortized costs of financial instruments measured at amortized cost, partially offset by net gain on financial instruments at fair value through profit or loss of VND1,226.0 billion ($51.9 million). Net cash flows used in operating activities for the year ended December 31, 2022 also reflected a VND2,274.1 billion ($96.3 million) increase in working capital, primarily attributable to an increase in inventories of VND20,241.7 billion ($857.3 million) mainly due to our reservation of raw materials for EV production in the year 2023, partially offset by an increase in trade and other payables of VND17,792.8 billion ($753.5 million) arising from an increase in our payables to suppliers of EV supplies and raw materials.

Net cash flows used in operating activities for the year ended December 31, 2021 were VND28,969.1 billion. The difference between our net cash flows used in operating activities and our net loss for the year of VND32,219.0 billion for the year ended December 31, 2021 was primarily the result of adjustments for the following items: VND6,513.5 billion of provision related to purchase commitment, compensation expenses, assurance-type warranties and write-downs of inventories, VND3,981.4 billion of depreciation of property, plant and equipment, VND897.6 billion of amortization of intangible assets, VND1,710.0 billion of net loss on financial instruments at fair value through profit or loss and VND1,156.1 billion of change in amortized costs of financial instruments measured at amortized cost, partially offset by VND956.6 billion of investment gain. Net cash flows used in operating activities also reflected a VND10,561.6 billion increase in working capital, primarily attributable to an increase in trade and other receivables of VND7,406.1 billion, primarily due to an increase in our advances to suppliers for the purchase of materials and R&D costs of EV projects, and an increase in inventories of VND3,857.7 billion primarily due to our reservation of raw materials for EV production in 2022. This increase was partially offset by a VND760.1 billion increase in trade and other payables due to an increase in our payables to suppliers of EV supplies and raw materials.

Net cash flows used in operating activities for the year ended December 31, 2020 were VND9,349.2 billion. The difference between our net cash flows used in operating activities and our net loss for the year of VND18,950.2 billion for the year ended December 31, 2020 was primarily the result of adjustments for the following items: VND3,568.8 billion of depreciation of property, plant and equipment, VND720.5 billion of amortization of intangible assets, VND2,504.7 billion of provision related to purchase commitment, assurance-type warranties and write-downs of inventories and VND1,494.6 billion of net losses on financial instruments at fair value through profit or loss. Net cash flows used in operating activities also reflect a VND567.2 billion decrease in working capital, primarily attributable to a VND4,075.3 billion decrease in inventories related to vehicles sold due to improved raw materials inventory management, partially offset by a VND2,940.2 billion decrease in trade and other payables primarily due to the decrease in inventories.

Net cash flows used in/from investing activities

Net cash flows used in investing activities for the year ended December 31, 2022 were VND16,038.9 billion ($679.3 million), consisting primarily of purchase of property, plant and equipment, and intangible assets, such as machineries and equipment for EV projects, construction of showrooms and charging stations at target markets and construction of the factory in the U.S. of VND17,681.7 billion ($748.8 million), in addition to our repayment under a business investment and cooperation contract (“BCC”) in an amount equal to the capital contribution received from VHIZ JSC net of the consideration for the transfer of various infrastructural assets to VHIZ JSC in the amount of VND968.8 billion ($41.0 million), partially offset by proceeds from disposal of

property, plant and equipment of VND1,413.0 billion ($59.8 million) mainly relating to our disposal of battery production facilities to VinES, and the collection of loans of VND1,034.6 billion ($43.8 million) relating to loan receivables from related parties.

Net cash flows from investing activities for the year ended December 31, 2021 were VND2,420.1 billion, consisting primarily of net collection of loans of VND7,835.5 billion (equal to the collection of loans minus the disbursement of loans) related to loan receivables from related parties, partially offset by the purchase of property, plant and equipment, and intangible assets, such as machineries and equipment for EV projects and the supplier park in our Hai Phong facility, of VND6,007.9 billion.

Net cash flows used in investing activities for the year ended December 31, 2020 were VND1,839.0 billion, consisting primarily of the disbursement of loans of VND10,353.0 billion and purchase of property, plant and equipment and intangible assets, such as the Lang Lang Proving Ground (Australia), supplier park and machineries and equipment for ICE projects, of VND9,672.2 billion, partially offset by a VND17,005.0 billion deposit received under a BCC related to the transfer of various infrastructural assets to VHIZ JSC.

Net cash flows from financing activities

Net cash flows from financing activities for the year ended December 31, 2022 were VND52,945.1 billion ($2,242.3 million), consisting of proceeds from borrowings of VND87,660.1 billion ($3,712.5 million), capital contribution from owners of VND6,317.1 billion ($267.5 million) for the financing of our business operations (which includes repayment of borrowings and to fund our capital and revenue expenditures) and deemed contributions from owners of VND646.7 billion ($27.4 million) in relation to the disposal of the ICE Assets and the financial support from our Chairman in relation to the additional cost of the extended warranty period for ICE vehicles sold before December 31, 2021, which were partially offset by our repayment of borrowings of VND41,637.1 billion ($1,763.4 million), which are related to syndicated loans and loans from commercial banks and related parties, and by our payment for initial public offering costs of VND41.6 billion ($1.8 million).

Net cash flows from financing activities for the year ended December 31, 2021 were VND28,855.2 billion, primarily consisting of proceeds from borrowings of VND38,042.8 billion and capital contribution from owners of VND9,988.5 billion for the financing of our business operations (which includes repayment of borrowings and to fund our capital and revenue expenditures), which were partially offset by our repayment of borrowings of VND18,677.2 billion related to syndicated loans and loans from commercial banks and related parties.

Net cash flows from financing activities for the year ended December 31, 2020 were VND10,453.8 billion, consisting of proceeds from borrowings of VND19,904.9 billion and capital contribution from owners of VND9,862.1 billion for the financing of our business operations (which includes repayment of borrowings and to fund our capital and revenue expenditures), which were partially offset by our repayment of borrowings of VND19,313.2 billion related to syndicated loans and loans from commercial banks and related parties.

Contractual Obligations

We have signed contracts related to the purchase and installation of machinery and equipment, information technology systems and the deployment of site clearance, direct costs to acquire land, construction of factories, showrooms, charging stations and development of products. The estimated committed amount under these contracts was VND18,498.9 billion ($783.5 million) as of December 31, 2022, most of which we expect to be payable through the end of 2023.

In 2022, we entered into a series of agreements with North Carolina state and local authorities to build a large-scale manufacturing center at the Triangle Innovation Point megasite in North Carolina’s Chatham County. Commissioning of the facility is targeted for 2025. We expect our capital expenditures for the development of phase 1 of this manufacturing center will be approximately $1.4 billion, of which approximately $96.8 million

(including capitalized interest) has been incurred and recorded as construction in progress as of December 31, 2022. Such estimate remains subject to market opportunities, demand and availability of financing. Our investments in the center to date have been financed through shareholder loans. Our funding sources for our future capital requirements for the center’s development may include further loans from our major shareholders and affiliates as well as other debt and equity financing.

We have signed contracts with certain suppliers, pursuant to which we have agreed to a minimum purchase volume. In case of a purchase shortfall, such suppliers shall have the right to revise the price quota and component pricing or require us to compensate them for the shortfall.

Off-Balance Sheet Commitments and Arrangements

As of December 31, 2022, we had bank guarantees of VND578.6 billion ($24.5 million) and undrawn lines of credit of VND2,406.7 billion ($101.9 million). The bank guarantees and letters of credit are used in purchase of machinery and equipment for our ordinary course operations.

Except as disclosed above, as of December 31, 2022, we did not have any off-balance sheet arrangements.

Critical Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of income and expense during the reporting period. Our management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ from those estimates. The critical accounting policies and estimates, assumptions and judgments that we believe have the most significant impact on our consolidated financial statements are described below.

Revenue recognition

Sales of vehicles (automobiles, e-scooters)

We identify the individuals and distributors who purchase the vehicles as the customers in the contracts for sales of automobiles and e-scooters produced by us. Proceeds from customers are recognized in revenue at the point in time when control of the vehicles is transferred to the customers, usually upon the delivery of the vehicles. From January 2022 onwards, we provide extended warranty in addition to the standard manufacturer’s warranty for general repairs of defects that existed at the time of sale, which are accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when control of the vehicle is transferred to the customer. See “— Warranty provisions.”

Contracts with customers may include lease and non-lease components, comprising various performance obligations. The total contract consideration is allocated to the separate lease components and non-lease components, which represent distinct performance obligations, based on the relative estimated standalone selling price in accordance with ASC 606, Revenue Recognition. We generally determine standalone selling prices based on observable price of the goods and services (i.e., actual selling prices of vehicles charged to customers). If the standalone selling price is not directly observable, it is estimated using appropriate data that reflects the amount of consideration that we expect to receive in exchange for transferring such goods or services to the customer (i.e. cost plus expected margin). Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgements relating to these assumptions and estimates may impact revenue recognition. As for the extended warranty, we will recognize the deferred revenue over time based on a straight-line method initially and will continue to monitor the cost pattern periodically and adjust the revenue recognition pattern to reflect the actual cost pattern as it becomes available.

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The consideration recognized represents the amount received, net of estimated sales incentives to distributors and customer sales incentives that we reasonably expect to pay. Taxes assessed by various government entities, such as special consumption and value-added taxes, collected at the time of the vehicle sale are excluded from net sales and revenue.

Exchange of used automobiles

Until December 2022, we operated a program in Vietnam under which we received used automobiles from certain customers in exchange for new automobiles. The fair value of such non-cash consideration received from the customers was used as part of the consideration and was offset with the transaction price of new automobiles and measured when we obtain control of the used automobiles.

We estimate the fair value of the non-cash consideration by reference to its market price. If the fair value cannot be reasonably estimated, the non-cash consideration is measured indirectly by reference to the stand alone selling price of the used automobiles sold by us.

Interest support program

We offer an interest support program for customers who pay in installments for the products using bank loans. We pay the interest payable on the loans directly to the banks for a period of up to 24 months. The amount payable by us to the bank under the interest support program is treated as consideration payable to customer and deducted against revenue.

Sales of merchandise (automobiles, smartphones)

Proceeds from sales of automobiles and smartphones previously acquired for resale purpose are recognized in revenue upon transfer of control of the merchandise to the customer and the related merchandise carrying value in inventory is recognized in cost of sales.

Under contracts for sale of smartphones, the customer has the right to return defect products for cash refund. We use the most likely amount method to estimate the variable consideration arising from rights of return. As at the reporting date, management assesses that the right of return is unlikely to be exercised by the customers and thus no corresponding adjustments for right of return is recognized in the consolidated financial statements.

Sales of spare parts and components

Proceeds from sales of spare parts and components to distributors and customers are recognized in revenue at the point in time when control of the good is transferred to the distributor or the customer, usually upon the delivery of the spare parts and components.

Rendering of services

Revenue from rendering of maintenance services is recognized over time based on the level of work completion when the outcome of all contracts can be reasonably ascertained.

Contract balances under ASC 606

Trade receivables

A receivable is recognized if an amount of consideration that is unconditional is due from the customer (i.e., only the passage of time is required before payment of the consideration is due).

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Contract liabilities

A contract liability is recognized if a payment is received, or a payment is due (whichever is earlier) from a customer before we transfer the related goods or services. Contract liabilities are recognized as revenue when we perform under the contract (i.e., transfers control of the related goods or services to the customer).

Warranty provisions

We provide a standard manufacturer’s warranty on all new vehicles at the time of vehicle sale. We accrue a warranty reserve for the vehicles sold, which includes the best estimate of projected costs to repair or replace items under warranties including recalls when identified. These estimates are primarily based on the estimation of the nature, frequency and average costs of future claims or peer benchmarking with other automakers. Warranty cost is recorded as a component of cost of sale in the consolidated statements of operations. We re-evaluate the adequacy of the warranty accrual on a regular basis.

Management records and adjusts warranty reserves based on changes in estimated costs and actual warranty costs. However, because we only commenced volume production of VinFast vehicles in June 2019, management’s experience with warranty claims regarding vehicles or with estimating warranty reserves is limited. We could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect our financial condition, results of operations, and prospects.

The Company as a Lessor

At the commencement date, the lease payments consist of the fixed payments less any lease incentives paid or payable to the lessee relating to the use of the underlying asset during the lease term. Lease payments do not include variable lease payments that do not depend on an index or a rate.

Leases are classified at the lease commencement date as either a sales-type lease or an operating lease. The lessor shall classify a lease as a sales-type lease when the lease meets any of the following criteria: (a) the lessor transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) the lessor grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (c) the lease term is for the major part of the remaining economic life of the underlying asset,( d) the present value of the sum of the lease payments equals or exceeds substantially all of the fair value of the underlying asset, or (e) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Notwithstanding the above criteria, leases are classified as operating leases if they have variable lease payments that do not depend on an index or rate and if classifying the lease as a sales-type lease or a direct financing lease would result in the recognition of a selling loss.

For a sales-type lease, at the lease commencement, net investment in the lease is recognized by the sum of the lease receivable and the unguaranteed residual asset. Lease receivable is the present values of the sum of lease payments and the guaranteed residual asset. We recognize all revenue and costs associated with the sales-type lease as “revenue from leasing activities” and “cost of leasing activities” upon delivery of the underlying asset to the customer. Interest income based on the implicit rate in the lease is recorded to finance income over time as customers are invoiced on a monthly basis.

All other leases are accounted for as operating leases wherein we recognize, at the commencement date, the lease payments as income in profit or loss over the lease term on a straight-line basis and we recognize variable lease payments as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payment are based occur.

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Battery leases

We have outstanding battery leases accounted for as operating lease and outstanding battery leases accounted as sales-type leases. Our operating leases for batteries allow variable monthly subscription fees that depend on mileage usage. Both operating lease and sale-type lease of batteries have an indefinite term and can be terminated at any time at the customer’s discretion. At the termination of contract, customers are required to return the battery to us. We consider a number of factors, including the technical useful lives of the EVs and batteries, useful lives of the EVs and the customer’s termination right, amongst others, in determining the lease term.

At inception or on modification of a contract, we allocate the consideration in the contract to the separate lease components and the non-lease components based on their relative standalone selling prices.

Fair value measurement

We apply ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided for fair value measurements.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

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Level 2-Includes other inputs that are directly or indirectly observable in the marketplace.

•

Level 3-Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Financial instruments include cash and cash equivalents, trade receivables, certain other receivables, short-term derivative assets, other investments, long-term derivative assets, certain amounts due from related parties, certain other non-current assets, accounts payable, accruals, short-term derivative liabilities, short-term loans, long-term borrowings, long-term derivative liabilities, certain amounts due to related parties, and certain other current liabilities. The carrying values of the financial instruments included in current assets and liabilities approximate their fair values due to their short-term maturities. The carrying amount of long-term borrowings approximates its fair value due to the fact that the related interest rates approximate market rates for similar debt instruments of comparable maturities.

For fair value measurements categorized within Level 3 of the fair value hierarchy, we use its valuation processes to decide its valuation policies and procedures and analyze changes in fair value measurements from period to period. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, we determine whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting.

Impairment of long-lived assets

We evaluate our long-lived assets, including fixed assets, intangible assets with finite lives and right of use assets, for impairment whenever events or changes in circumstances, such as a significant adverse change to

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market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, we evaluate the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss based on the excess of the carrying amount of the assets over their fair value.

Depreciation of property, plant and equipment

Depreciation of property, plant and equipment are calculated on a straight-line basis over the estimated useful lives of the assets, as follows:


Buildings and structures(*)			3 – 49 years
Machinery and equipment			3 – 25 years
Leased-out EV batteries			10 years
Leased-out e-scooter batteries			3 – 8 years
Vehicles			5 – 12 years
Office equipment			3 – 10 years

(*)	Including leasehold improvements which are depreciated on a straight-line basis over the shorter of their estimated useful lives and the term of the related leases.

Freehold land is not depreciated.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal (i.e. at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of operations when the asset is derecognized. The cost of maintenance and repairs is expensed as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment is capitalized as additions to the related assets. Construction in progress is included within property, plant and equipment and is not amortized until the related asset is ready for its intended use.

The useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Amortization of Intangible assets

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of operations in the expense category that is consistent with the function of the intangible assets.

Amortization of intangible assets is calculated on a straight-line basis over the estimated useful life of each asset as follows:


License			3 years and 2 months – 7 years
Software			3 –8 years
Others			3 –15 years

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NRV of inventories

NRV is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Once inventory is written-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Compensation expenses

We have estimated and made provisions for compensation expenses arising from the early termination of our contracts with suppliers of our ICE business as a result of our planned phase-out of our ICE business. Such estimation is based on the agreements and negotiations between us and the relevant suppliers. We remain in discussions with some of these suppliers to finalize the total amount of compensation payable.

Internal Control Over Financial Reporting

We are not currently required to comply with the SEC rules that implement Sections 302 and 404 of the Sarbanes-Oxley Act, and we are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. In connection with the audit of our consolidated financial statements as of December 31, 2022 and for the year then ended, our management and our independent registered public accounting firm identified deficiencies that represented material weaknesses in our internal control over financial reporting. The material weaknesses identified relate to (i) insufficient comprehensive accounting policies and procedures to facilitate preparation of U.S. GAAP consolidated financial statements; and (ii) insufficient financial reporting and accounting personnel with appropriate knowledge, skills, and experience in the application of U.S. GAAP and SEC rules to prepare consolidated financial statements and related disclosures completely and accurately.

As a result of the foregoing, we developed several key remedial and improvement measures to strengthen our accounting operations and financial reporting functions. The measures that we have implemented and are implementing include:

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we hired additional personnel with knowledge of, skills and experience in U.S. GAAP, to strengthen our accounting team’s capabilities and ensure that we comply with U.S. GAAP and SEC reporting requirements;

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we continue to conduct regular and routine training programs and enhance procedures for the continuous review and updating of financial statements based on changes to accounting standards and regulations, including engaging third-party U.S. GAAP experts to provide routine updates on the U.S. GAAP reporting process, SEC reporting requirements and procedures and industry expertise in order to upskill our financial reporting and accounting personnel;

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we established and continue to update clear roles and responsibilities for accounting and financial reporting staff across our company and to set specific qualitative indicators in relation to the closing of the general ledger and the preparation of financial statements to enhance the control layers around U.S. GAAP accounting entries and estimates;

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we continue to develop our U.S. GAAP accounting policy manual for the Company’s accounting and financial reporting personnel which will govern recurring transactions and period-end close processes;

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we are enhancing regular, periodic, separate and standalone components of the financial statements close processes, including in our overseas subsidiaries, incorporating procedures for the reconciliation of local GAAP and U.S. GAAP, to facilitate the preparation of U.S. GAAP consolidated financial statements;

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we continue to integrate additional information fields into our SAP system to enhance the automation of the process for preparing financial statements under U.S. GAAP;

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we are improving coordination between the accounting department and other related departments across the Group in pooling necessary information for preparation of complete and accurate financial statements in a timely and consistent manner and with well-established quality control protocols; and

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we are enhancing the documenting process and testing control procedures used in the preparation of financial statements, with the guidance of external consulting firms, to comply with the requirements of Section 404 of the Sarbanes-Oxley Act by establishing process guidelines, information technology general control processes, entity-level controls a risk and control matrix and a guideline for evaluating the effectiveness of internal control over financial reporting.

We expect to complete the major steps of the remediation plan by the end of 2023. However, the material weaknesses cannot be considered completely remediated until the applicable controls have operated for a sufficient period and management has concluded, through testing, that these controls are operating effectively.

While we believe the steps taken to date and those planned for implementation will improve the effectiveness of our internal control over financial reporting, particularly enhancing our accounting policies and procedures for the preparation of U.S. GAAP consolidated financial statements and the knowledge, skills and experience of our financial reporting and accounting personnel in the application of U.S. GAAP and SEC rules, we are only in the process of implementing such remedial measures. Therefore, we will continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above and perform additional procedures prescribed by management. See “Risk Factors — Risks Relating to Our Business and Industry — If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately and timely report our financial condition, results of operations or cash flows, which may adversely affect investor confidence.”

Seasonality

In Vietnam, sales are generally higher in the two months before the Tet holiday, which is usually in December and January of the next year. Demand for new vehicles in Vietnam typically declines in July, which is the “ghost month” and between late January and early March following the Tet holiday, or Lunar New Year. Our limited operating history as an international EV manufacturer makes it difficult for us to judge the exact nature or extent of the impacts of seasonality on our business.

Inflation

Our functional and reporting currency is VND. We incur some of our revenues and expenses in other currencies. As a result, we are exposed to the risk that the rate of inflation in countries where we transact or conduct business, other than Vietnam, will exceed the rate of devaluation of such countries’ currencies in relation to the dollar or that the timing of any such devaluation will lag behind inflation in such countries. To date, we have been affected by changes in the rate of inflation or the exchange rates of other countries’ currencies compared to the VND, and we cannot assure you that we will not be adversely affected in the future. Inflation impacts our operating costs. A prolonged period of inflation could cause interest rates, fuel, wages, commodity prices, raw material costs, shipping and freight costs, labor costs and other costs to increase. For example, inflationary pressures in 2021 and 2022 increased our commodity, freight and raw material costs and the effects of inflation may have an adverse impact on these and other costs, margins and profitability in the future. We implement initiatives from time to time to alleviate inflationary pressures, such as flexible supply arrangements, including an index-based pricing mechanism and dual-supplier approach, advance purchase arrangements, localization of certain vehicle components and parts to leverage lower manufacturing and labor costs in Vietnam and our partnership with VinES to optimize battery costs. For more information, see “Risk Factors — Risks Relating to Our Business and Industry — We may be unable to adequately control the costs associated with our operations.”

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Quantitative and Qualitative Disclosures about Market Risk

Our future income, cash flows and fair values related to financial instruments are subject to interest rate risk, foreign currency risk, liquidity risk and commodity price risk.

Interest rate risk

We are exposed to interest rate risk due to our debt obligations with floating interest rates. As of December 31, 2022, VND53,617.4 billion ($2,270.8 million), or 95.4% of our total debt had floating interest rates. We define “total debt” as the sum of our short-term and current portion of long-term interest-bearing loans and borrowings and long-term interest-bearing loans and borrowings, excluding borrowings from related parties. We hedge a portion of this risk by entering into interest rate swaps for certain loans and borrowings. The recent rise in interest rates has led to increases in interest rates of our floating interest loans, leading to increases in finance costs. To manage this risk, we monitor market movements to select the appropriate time and terms to consider when entering into these interest rate swaps transactions.

As of December 31, 2022, the benchmark used in the majority of our floating rate loans was LIBOR (3M or 6M) plus a margin ranging from 0.75% to 3.5% per year or SOFR (3 M or 6 M) plus a margin ranging from 2.6% to 3.6% per year. An increase or decrease in the LIBOR of 0.05%, holding all other variables constant, would result in an approximately increase or decrease of VND27.3 billion in our net loss for the year ended December 31, 2021. An increase or decrease in the LIBOR of 1.5%, holding all other variables constant, would result in an increase or decrease in the fair value of cross currency interest rate swap derivative instruments of approximately VND254 billion or VND263.5 billion, respectively, in our net loss for the year ended December 31, 2022.

Foreign exchange risk

Our functional and reporting currency is Vietnamese Dong. We are exposed to foreign exchange risk in respect of our operating activities, including the import of some supplies and components used in the manufacture of our EVs, which includes the chassis, powertrain, and electrical and electronic parts, and our loans and borrowings denominated in non-VND currencies, in particular U.S. dollars. As of December 31, 2022, 63.9% of our total debt (which consists of our short-term and current portion of long-term interest-bearing loans and borrowings and long-term interest-bearing loans and borrowings, excluding borrowings from related parties) were denominated in U.S. dollars and 35.9% were denominated in Vietnamese Dong and 0.2% was denominated in euros. Our exposure to foreign exchange risk will increase as revenue from the sales of EVs and the provision of related services in other markets, such as North America and Europe, which are denominated in foreign currencies, contribute a greater share of our revenue. We hedge a portion of this risk by entering into foreign exchange rates swap and foreign exchange forward contracts for certain loans and borrowings.

Liquidity risk

We are exposed to liquidity risk. As of December 31, 2022, we had cash and cash equivalents of VND4,271.4 billion ($180.9 million) and VND2,406.7 billion ($101.9 million) of undrawn lines of credit for short-term financing under our existing credit facilities, as compared to a total debt of VND56,204.5 billion ($2,380.3 million) and contractual commitments of VND18,498.9 billion ($783.5 million), including VND12,618.2 billion ($534.4 million) of committed capital expenditures. We have managed this liquidity risk by arranging for long-term credit facilities with the banks, seeking financial support from Vingroup, including in the form of debt financing, corporate loan guarantees and capital contributions, or issuing long-term corporate bonds, to ensure that our outstanding loans and bonds will be repaid after we complete this offering and roll out our EV business and expansion initiatives.

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Commodity price risk

We utilize various commodities in the manufacture of our vehicles, including steel, aluminum and resin, while our battery suppliers, including VinES, also utilize such commodities in the production of battery cells. This exposes us, directly and indirectly, to commodity price risk, as commodity prices are subject to fluctuations due to various factors beyond our control, including market conditions, global demand for these materials and escalations of hostilities, such as the launch of a military action in Ukraine by Russia on February 24, 2022.

Recent Accounting Pronouncements

A list of recently issued accounting pronouncements that are relevant to us is included in Note 2(aa) to our consolidated financial statements as of and for the years ended December 31, 2022 and 2021 included elsewhere in this prospectus.

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INDUSTRY

Introduction

The global economy is expected to continue to recover with the easing of COVID-19 restrictions. According to Frost & Sullivan, the GDP per capita in major advanced economies, such as the U.S. and Europe, is expected to increase at CAGRs of 3.5% and 4.2% from 2022 to 2028 which, coupled with increased spending power lays a solid foundation for the recovery of the global passenger vehicle market. In addition, the reopening of manufacturing facilities and efforts to restore supply chains should further increase the production of passenger vehicles in the long run. Frost & Sullivan also expects that the passenger vehicle shipment is expected to recover to pre-COVID level by 2025 and to reach 79.1 million units in 2028, representing a CAGR of 3.6% from 2022 to 2028. The U.S. and Europe markets are expected to account for 18.3% and 21.3% of global market in 2028, respectively, according to Frost & Sullivan.

Annual Shipment of Passenger Vehicles (by regions), Global, 2019-2028E

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Source: Frost & Sullivan Report

By offering premium quality EVs with luxury-level features at a competitive price point, we believe we are well-placed to penetrate our addressable markets, gain market share in the EV market and potentially convert more ICE customers to new EV users. Our TAM¹ which comprises the overall passenger vehicle markets in the U.S., Canada, Europe and Vietnam, is expected to reach $1.3 trillion, representing an annual shipment of approximately 34.0 million vehicles by 2028, according to Frost & Sullivan. Frost & Sullivan also forecasts that passenger vehicles with prices over $40,000 are expected to become the fastest growing segment, with annual shipment expected to increase from 15.5 million units in 2022 to 22.9 million units in 2028, representing a CAGR of 6.7% from 2022 to 2028. Vehicles within this price segment can offer more satisfying user experience to customers in terms of driving performance, interior designs, and value-added services.

¹	VinFast’s TAM refers to the annual sales revenue of all passenger vehicles, within all segments and including SUVs, sedans and multi-purpose vehicles (“MPV”), in VinFast’s focus markets. Unless otherwise specified, VinFast’s focus markets refer to markets in the U.S., Canada, Europe and Vietnam.

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We stand to benefit from favorable industry trends in the EV market. We expect to unlock further growth of the EV market by addressing key pain points in the EV industry including consumers’ anxiety associated with charging duration and range, limitations on charging infrastructures, cost of battery ownership and high upfront costs. To address these pain points, we are offering several innovative solutions. For example, our battery subscription program, which is available in certain select markets (primarily Vietnam) and models, reduces the burden of battery ownership and lowers the upfront price of purchasing and owning EVs. Our battery subscription program will also include the provision of a replacement or repair in case the battery capacity falls under 70% for the duration of the battery lease. This is expected to further facilitate the adoption of EVs and reduce customer’s anxiety around battery adoption. Our at-home smart charging solutions coupled with access to a dense charging network through our e-mobility platform is expected to reduce charging anxiety for customers.

In terms of product portfolio, we anticipate that our focus on electric SUVs will allow us to capitalize on the strong growth of the electric SUV segments in our focus markets which, according to Frost & Sullivan, have an estimated CAGR of 35.9% from 2022 to 2028 in terms of annual shipment, and are expected to increase its market share from 56.1% in 2022 to 71.4% in 2028. At the initial phase of our global roll-out, our focus will be on the fast growing mid- and large-sized vehicle (C-E) segments.

Growth Trends in the EV Market

The growth of EV market far outpaced the overall market and is expected to further accelerate in the near term

The share of global EVs as a percentage of total passenger vehicles has increased more than five times from 2.1% in 2019 to 11.7% in 2022, and is expected to reach 39.2% in 2028, according to Frost & Sullivan. Frost & Sullivan also reported that the shipment of EVs in North America, Europe and Vietnam reached 2.1 million in 2022, with a share of 8.1%, and is expected to reach 10.5 million shipments in 2028, with a share of 31.0%. By 2028, the annual shipment of EVs in the U.S. and Europe is expected to account for over 30% of the global EV market.

Annual Shipment of EV Markets (by regions), Global, 2019-2028E

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Source: Frost & Sullivan Report

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C, D and E EV segments are expected to show particularly strong growth prospects

All EV segments are expected to grow at high double-digits in our focus markets and this trend is expected to be even stronger for C, D and E segments due to their long driving range, large passenger space, and attractive interior design, according to Frost & Sullivan. We opened reservations for our VF 5, VF 8 and VF 9 models to capture the fastest-growing A-, D- and E-segments, respectively, in 2022, and plan to next open reservations for our VF 6 and VF 7 models to capture the rapid growth in the B- and C- segments. The Eco trims of the VF 8 and VF 9 models with our battery subscription program are also priced within the cross-over ranges of segments C and D, D and E, respectively, which we believe can help our cars to capture a larger TAM because of their competitive price points.

Annual Shipment of EV Market (by segment), Focus Markets, 2019-2028E

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*Note: Others include F-segment vehicles and MPV.

Source: Frost & Sullivan Report

Electric-SUV markets outgrow other vehicle types

According to Frost & Sullivan, consumers are more willing to purchase EVs with higher quality and performance, more intelligent functions, and smarter interior design, which include features such as longer lasting battery, longer driving range, larger passenger space, ADAS, in-car entertainment, and 4G/5G connectivity. Compared with other vehicle types, electric-SUVs with higher performance capabilities can better support consumers’ various usage scenarios like family transportation, off-road driving and long road trips. In our focus markets, the market share of electric-SUVs in relation to the overall EV shipment is expected to increase from 56.1% in 2022 to 71.4% in 2028, according to Frost & Sullivan.

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Annual Shipment of EV Market (by type), Focus Markets, 2019-2028E

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Source: Frost & Sullivan Report

EVs within the price segment of $40,000 or above offer better driving experience

As the largest segment in terms of annual shipment, the annual shipment of EVs over $40,000 in our focus markets is expected to reach 7.1 million units in 2028 at a CAGR of 28.6% from 1.6 million units in 2022, accounting for a market share of 67.0% in 2028, according to Frost & Sullivan. According to Frost & Sullivan, EVs within this price segment can offer better driving experience in terms of powertrain, interior and exterior designs, and overall experience of ownership, which consumers are increasingly willing to pay for.

Key Industry Tailwinds and Growth Drivers

Development of charging infrastructure

Increasing availability of charging infrastructure has become an industry trend as the EV market continues to grow, addressing one of the concerns of consumers making the switch to EV. Although there are various stakeholders, such as OEMs and charging service providers, that are increasing their investments into charging infrastructure, governments are still key drivers leading the development of charging infrastructures. For example, in the U.S., the Bipartisan Infrastructure Law will invest $7.5 billion to build a national network of EV chargers. This investment is intended to support President Biden’s goal of building a nationwide network of 500,000 EV chargers to accelerate the adoption of EVs. According to Frost & Sullivan, the charging network in the U.S. is expected to expand rapidly with number of charging points increasing from 0.3 million in 2022 to over 1.6 million in 2028 at a CAGR of 35.7%. In Europe, between 2022 and 2028, the number of charging points is expected to expand from 0.6 million to over 2.8 million at a CAGR of 27.9%. Ultra-fast charging is also expected to be the next generation of charging solutions with majority of global EV manufacturers already considering ultrafast charging (150 kW to 350 kW), which will reduce charging time from 30 minutes to 15 minutes.

Increase in battery density and reduction in costs of battery packs backed by enhancement of battery technologies

In recent years, battery energy density has been increasing mainly due to the application of higher performance cathode materials, such as high nickel NCM/NCA materials, lithium-rich manganese bases, and anode materials. In 2019, the energy density of battery cells was only between 217 to 252 Wh/kg. In comparison, currently, the energy densities of a number of battery cells can exceed 300 Wh/kg. Coupled with improvement in

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operating temperature range, charging efficiency and safety performance, the increase in battery energy density has significantly improved driving range.

According to Frost & Sullivan, battery cost accounts for 30-40% of the total electric vehicle cost and pricing is one of the most important considerations for consumers in choosing to adopt EV. With current improvements in battery technologies, coupled with the ability to achieve economies of scale by battery suppliers, the average price of NCM/NCA battery cells is expected to decrease from $138/kWh in 2022 to $78/kWh in 2028 and the average price of LFP battery cells is expected to decrease from $114/kWh in 2022 to $67/kWh in 2028, according to Frost & Sullivan. As a result, the average price of battery packs is expected to decrease from $187/kWh in 2022 to $112/kWh in 2028, according to Frost & Sullivan. In order for the price of an EV to achieve price parity with comparable ICE vehicles, it is broadly estimated that battery pack prices must fall in the range of $100/kWh to $110/kWh, and Frost & Sullivan estimates that battery production technology will be able to achieve this range between 2027 and 2030.

Favorable policies in our key markets

In the U.S., a number of policies were issued which were favorable for EV. These policies include raising emission standards, providing government subsidies and increasing consumer incentives for EV adoption. For example, the IRA is a significant legislation to accelerate mobility electrification in the U.S. Key provisions of the Act revise and expand tax credits for EVs, which provide a new tax credit of up to $4,000 for used EVs and extension of tax credits of up to $7,500 for purchasers of eligible new EVs. Also, OEMs which are planning to establish their production lines in the U.S., such as VinFast, may be able to benefit from the IRA credits once they start manufacturing in the U.S., gaining certain competitive advantages. The Safer Affordable Fuel-Efficient (“SAFE”) Vehicles Rule, issued by National Highway Traffic Safety Administration (“NHTSA”) and the Environmental Protection Agency (the “EPA”), sets fuel economy and carbon dioxide standards that increase 1.5% in stringency each year from 2021 to 2026. The Clean Energy for America Act also proposed massive tax credits for EV manufacturers. In addition, the U.S. Government also sets an aggressive target of 50% electrification by 2030. At the state level, there are also many policies promoting EV adoption. For example, California Air Resources Board (“CARB”) issued the zero-emission vehicle (“ZEV”) program, which requires auto manufacturers to produce a certain number of ZEVs and plug-in hybrids each year, based on the total number of cars sold in California, ranging from 4.5% in 2018 to 22% by 2025. Moreover, California is committed to phasing out sales of new ICE vehicles by 2035.

In Europe, many countries issued policies like the Auto Industry Rescue Plan and the UK Vehicle Scrappage Scheme to provide subsidies for the purchase of EVs in the United Kingdom. The German government issued recovery and resilience plan to subsidize the purchase of more than 560,000 decarbonized vehicles and promote the development of charging infrastructure by financing the installation of 50,000 publicly accessible charging points and 400,000 charging points in residential buildings. The French government set a domestic production target of two million EVs by 2030. Similarly, the Denmark government also has set a target to have at least 0.8 million EVs by 2030. In addition, the EU Parliament has approved bans on new ICE vehicles starting from 2035. The Netherlands, supported by their national climate policy, has also set an aggressive target of zero-emission for passenger vehicles by 2030. The Norwegian parliament has decided on a national goal that all new passenger vehicles and light-duty vans sold by 2025 be electric with zero emission through the implementation of a green tax system.

The Vietnamese government has proposed policies to reduce the usage of motorcycles, to combat pollution issues and reduce traffic congestion. The reduction in the usage of motorcycles creates opportunities for substitute modes of transportation such as EVs. For example, the Vietnamese government has called for suspension prohibition on use of motorcycles in major downtown areas by 2030 and a ban on any motorcycles that fail to meet the proposed emission standards from accessing certain areas of Hanoi. To stimulate demand for EV production, a number of preferential tax policies have also been approved, including a special excise tax exemption and tax reduction. EVs with nine seats or less are subject to the reduced excise tax rate of 3%, compared to the normal rate of 15%, from March 1, 2022 through February 28, 2027. In comparison, ICE vehicles with ten seats or less are subject to an excise tax of 40-60%.

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Lower sales cost and direct access to consumers powered by an O2O sales model

Instead of utilizing the traditional dealership distribution network, new EV OEMs are increasingly adopting an O2O sales model, where consumers get to experience the vehicles in a physical showroom and place their orders online with the vehicle delivered to their homes. The O2O sales model, a form of D2C sales model, is disrupting the incumbent automotive marketing network and empowers new EV OEMs with unique competitive advantages. The O2O sales model provides new EV OEMs with significant cost advantages in sales and distribution, leading to higher profit margin and operational flexibility. Traditional distribution in the automotive industry represents a considerable portion of the value chain, which costs between 25% and 30% of the vehicle list price according to Frost & Sullivan. Furthermore, the offline showroom is usually operated directly by new EV OEMs, which allows for a more direct communication channel between the OEMs and their customers. This is expected to lead to a better tailored service and user experience. However, there may be some considerable challenges for OEMs in term of the cost management of O2O sales model when they are attempting to expand to and fulfill an increasingly larger market in the future.

Lower cost of ownership compared to ICE vehicles

The cost of ownership of an EV includes the initial purchase price and various expenses, including those related to maintenance, fuel, and charging. According to Frost & Sullivan, compared to traditional ICE vehicles, the cost of ownership of an EV can be lower due to lower charging costs as compared to fuel costs, availability of government incentives and lower maintenance costs. Although the purchase price of EVs is still significantly influenced by battery costs, a battery subscription program similar to ours helps to reduce the pricing gap between EV and its equivalent ICE models by lowering the upfront cost. According to Frost & Sullivan, battery subscription programs such as ours could reduce the upfront cost of an EV by 10% to 30%.

Competitive Landscape in the Global Passenger Vehicles Market

Strong receptivity to foreign brands in our focus markets

The U.S. market has been very receptive to foreign automotive brands and has been importing cars from other countries, particularly Asia, for decades. According to Frost & Sullivan, in North America, 74.2% of passenger vehicles were foreign brands in 2022. Asian brands in particular have achieved notable success in our focus markets and accounted for 52.6% of total passenger vehicle shipment to the U.S. market in 2022.

According to the F&S Customer Survey, over 59.7% of the U.S. based respondents (328 out of 549) indicated that they have either a preference for foreign brands or no preference between foreign and domestic brands.

New EV brands are emerging with more focus on customer experience and technology

With continuous investments in charging infrastructure and innovations in charging technologies, the overall charging network and charging efficiency have improved significantly compared to the first time EVs entered the market more than 10 years ago. As such, new EV brands today are able to utilize relatively well-established charging networks instead of relying completely on building their own proprietary charging infrastructure as their predecessors did.

As the consumers’ attention shifts from driving range and charging facilities to in-car entertainment systems and autonomous driving functions, new EV brands with superior ADAS capabilities and advanced infotainment systems are expected to be more competitive. New EVs generally offer better driving experience and technologies to consumers, mainly because of their culture of innovation, leading products design, R&D capabilities, and their direct-to-consumer business model.

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New EV brands usually adopt a D2C business model, which allows new EV brands to have the opportunity to not only better reach consumers and introduce their products, but also understand the market dynamics and the changing consumer trends. D2C business model enables OEMs to tap into consumer trends on a deeper level and establish agile product development cycles, which will further contribute to the faster release of new models by new EV OEMs.

Comparison of Key EV Brands

VinFast has a track record of rolling out its vehicle platforms at an industry-leading pace and is rapidly expanding its business globally.

Comparison of Speed-to-market

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Note: VinFast: Delivery of the VF 8 commenced in the Vietnam market in September 2022 and in the U.S. market in March 2023 (“City Edition” deliveries). VF 5, VF 6, VF 7 and VF 9 are expected to be delivered in 2023; Tesla: A new hatch back model is expected to be delivered within 2023; NIO: ET7, ET5 and ES7 were delivered in 2022; Xpeng: G9 was delivered in 2022; Fisker: Fisker Ocean is expected to be delivered within 2023.

Source: Frost & Sullivan Report

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Comparison of Key EV Models

VinFast seeks to establish its position in the U.S. and Europe EV markets as a premium quality product at an inclusive price. VinFast’s VF 6, VF 7, VF 8 and VF 9 models are targeted to be equipped with a large touchscreen display, full-stack ADAS and smart infotainment features.

Frost and Sullivan compared the VF 8, VF 9, VF 6 and VF 7 models to their closest competitors. VF 8, VF 9, VF 6 and VF 7 are expected to deliver a high level of performance in terms of wheelbase, battery capacity, NCAP rating and other core features relative to the competitors’ vehicle offerings. In terms of services, VF 8, VF 9 and VF 7 offer (or are expected to offer) a best-in-class warranty of 10 years or 125,000 miles, while VF 6 is expected to offer a best-in-class warranty of 7 years or 87,000 miles. Our premium quality and services all are offered at an attractive MSRP relative to our competitor’s EV offerings. Furthermore, according to the F&S Customer Survey conducted in February 2022, VF 8 and VF 9’s attractive design and outstanding technology are two of the top three factors that are expected to influence customers’ decision to reserve a VinFast vehicle.

VF 8 Benchmarking

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Note: For comparable models, the MSRPs are the prices of the base model in the U.S. as of March 1, 2023; the specifications are from official websites of the companies or other publicly available sources. For the VF 8, the MSRP and specification refers to targets for the Eco trim (enhanced range) in the U.S. Subsidies primarily include potential incentives from the U.S. Government and State of California and may be subject to applicable law and policies.

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VF 9 Benchmarking

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VF 6 Benchmarking

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VF 7 Benchmarking

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Note: For the VF 6, VF 7, VF 8 and VF 9, MSRPs and specifications refer to the Company’s internal targets for the Eco trim in the U.S. For comparable models, the MSRPs are the prices of the base model in the U.S. as of March 1, 2023; the specifications are from official websites of the companies or other publicly available sources. Subsidies primarily include potential incentives from the U.S. federal government and the State of California and may be subject to applicable law and policies.

Source: Frost & Sullivan

TCO Comparison

The key components of TCO are depreciation cost and out-of-pocket expenses, which contribute to 40-70% and 30-60% of the overall TCO, respectively. Depreciation cost is the difference between purchase price and estimated residual value after five years. Out-of-pocket expenses include 1) estimated annual cost of electricity or fuel, given annual driving distance of 15,000 miles (24,000 kilometers) and energy consumption rates for different SUV models; 2) estimated annual maintenance and repair cost for different SUV models; 3) estimated annual insurance cost for different SUV models.

According to Frost and Sullivan’s estimates, the VF 8 with the Eco trim is expected to have the lowest TCO among EVs and ICE vehicles in the mid-sized SUV category and significantly lower than other mid-sized SUVs like Tesla. VF 9, VF 6 and VF 7 are expected to have the lowest TCO among comparable EVs, PHEV and ICE vehicles.

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Five-year Total Cost of Ownership of Mid-sized SUVs in the U.S.

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Five-year Total Cost of Ownership of Full-sized SUVs in the U.S.

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*Note: MSRP data used in the TCO calculation is based on the target price in the U.S. for the VF 8 Eco trim and the VF 9 Eco trim and for non-VinFast vehicles is based on the MSRP of base models in the U.S., as of March 1, 2023, in each case after estimated federal and state incentives

** The depreciation period is assumed to be five years.

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Five-year Total Cost of Ownership of Small-sized SUVs in the U.S.

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Five-year Total Cost of Ownership of Small- to Mid-sized SUVs in the U.S.

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*Note: MSRP data used in the TCO calculation is based on the target price in the U.S. for the VF 6 Eco trim and the VF 7 Eco trim and for non-VinFast vehicles is based on the MSRP of base models in the U.S, as of March 1, 2023, in each case after estimated federal and state incentives.

**. The depreciation period is assumed to be five years.

**For the incentives, Frost & Sullivan assumes in the TCO calculations that the California Clean Fuel Reward program is likely to resume in January 2023 and the reward amount of all EV and PHEV models will be $750. Frost & Sullivan also assumes EV models with starting MSRP below $60,000, will receive tax credits of $2,000 from California Clean Vehicle Rebate Project. However, Frost & Sullivan assumes none of the above models are eligible for the Clean Vehicles Credit of $7,500 under the IRA due to (i) the uncertainty surrounding who will ultimately be able to claim this tax credit, (ii) the fact that certain income brackets of customers are not eligible, and (iii) the uncertainty surrounding regulations governing the requirements for critical minerals and battery components, which affect the maximum potential credit. Customers’ eligibility for this tax credit is determined based on their income brackets. If the modified adjusted gross income of a married couple filing jointly is greater than $300,000 or greater than $150,000 for a single person, no credits will be available.

Source: Frost & Sullivan Report

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Vietnam as a Global Manufacturing Hub

Vietnam has played a more significant role in supporting global manufacturing. This is evidenced by Vietnam’s increasing manufacturing value added, which is the net output of all resident manufacturing activities, as a percentage of the global manufacturing value added.

Manufacturing Value Added, Vietnam, 2015-2022

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Source: World Bank, Frost & Sullivan Report

Competitive labor costs

Competitive labor costs in Vietnam should continue to provide automobile manufacturers in Vietnam with a cost advantage. This will serve to further promote Vietnam’s status as a global manufacturing hub. In Vietnam, in 2022, the average labor cost in the manufacturing industry was approximately $2.1 per hour, while the labor cost in France, Germany, the U.S. and the U.K. were all significantly higher, with a range of 17 to 20 times compared to Vietnam. Even when compared to China, Vietnam still has a sizeable cost advantage. In 2022, the labor cost in China was nearly three times higher than Vietnam. As a result, many companies have relocated their manufacturing bases to Vietnam.

Integrated supply chain ecosystem

The Vietnamese government has been committed to improving the domestic supply chain for the manufacturing industry and approved Resolution 115/NQ-CP (“Resolution 115”) in August 2020, to promote various industries in Vietnam, such as the automobile industry. Resolution 115 sets out targets for Vietnamese enterprises that produce industrial products along the supply chain, such as meeting at least 45% and 70% of the demand from domestic production and consumption by 2025 and 2030, respectively. According to Frost & Sullivan, the supply chain for the automobile industry, including electrical components, engine and engine details, lubrication systems, cooling systems and power transmission systems, is one of the key focus areas. According to Frost & Sullivan, we are the market leader in the Vietnamese automobile industry for supply chain integration in terms of the percentage of components sourced domestically, with approximately 60% of the components of our EVs (excluding batteries) being sourced from suppliers in Vietnam, including components supplied domestically by FORVIA and Lear Corporation. This brings a significant cost advantage and logistical efficiency to our supply chain.

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Favorable export policies from Vietnam into the U.S., Europe, and other regions

With several multilateral trade agreements in place, Vietnamese exports will have streamlined access to many of the world’s largest markets, with few tariffs or restrictions. The EU-Vietnam Free Trade Agreement provides opportunities to increase trade for both countries by eliminating 99% of all tariffs, reducing regulatory barriers and opening up services and public procurement markets.

The U.S.-Vietnam Bilateral Trade Agreement allows Vietnamese products to be assessed with much lower tariffs, dropping from an average of 40% to 3% when they enter the U.S. Vietnam has also committed to reform its trade and investment regime to provide a much better environment for U.S. companies and products in Vietnam.

The Comprehensive and Progressive Agreement for Trans-Pacific Partnership also eliminates more than 98% of tariffs between member countries, which includes Japan, Malaysia, Chile, Singapore, Vietnam, Peru, Brunei, Canada and Mexico.

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BUSINESS

Who We Are

We are bold, decisive and eager to advance our product and platform.

Our mission is to help create a more sustainable future for all. We aim to help sustain our planet by accelerating the switch to electric vehicles with an inclusive, premium product line and unique service platform. We envision a world where a top-tier electric vehicle-driving experience is accessible to all. We have already begun delivering on that vision today with our line of all-electric SUVs, readying us for the new era of VinFast, one focused on global expansion and creating a sustainable future.

Come join the charge with us.

Our Business

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automotive market. While we are currently focused on these segments, we continue to evaluate the full spectrum of vehicle types for future product development. We believe our vehicles are differentiated, especially across the emerging EV space, through our premium-quality product offering, including advanced technology and new-mobility features for our drivers, a fashionable and luxurious design, and our comprehensive Smart Services solution. We expect to remain competitive by focusing on SUVs, the most popular consumer vehicle segment, and including in our products top tier technology and luxurious outfitting that is not standard for similar vehicles at our price points. We strongly believe in the future of smart mobility and strive to provide the VinFast platform as an access point to that future.

Our VF 8 (D-segment) and VF 9 (E-segment) models are our first electric SUVs to be offered in North America and Europe. Since we introduced these models at the Los Angeles Auto Show in November 2021, they have been showcased at the International Electric Vehicle Symposium, Consumer Electronics Show, New York Auto Show, Paris Motor Show, Montreal Auto Show and Canadian International Auto Show. We currently offer two trims of the VF 8 and VF 9: Eco and Plus. The Eco trim offers a longer driving range than the Plus trim with standard features. The Plus trim offers higher horsepower and luxury features including a panoramic glass roof, leathered upholstery, a power-assisted tailgate and captain’s chairs for the second row. We began U.S. deliveries of the VF 8 in March 2023 from our initial U.S. shipment of 999 VF 8 “City Edition” vehicles in both Eco and Plus trims. In the coming months, we plan to begin delivering the VF 8 with enhanced driving range in North America and Europe, which uses battery components that we expect will result in a longer driving range than the VF 8 “City Edition.” The “City Edition” was our first version of the VF 8 to go through the relevant testing and approval processes in the U.S. and therefore completed those processes and was available for delivery sooner than the VF 8 with enhanced driving range. We offered a $3,000 discount on the VF 8 “City Edition” to select customers who had made reservations for the VF 8 in the U.S. The “City Edition” is also available on a 24-month lease basis for California residents only. Customers were given the option to receive the “City Edition” at the discounted price or maintain their existing reservation for the VF 8 with enhanced driving range. We have no plans for future offerings of the VF 8 “City Edition” in North America or Europe but will continue to offer this VF 8 “standard driving range” option in Vietnam. We plan to deliver the VF 9 in North America in 2023 and in Europe in 2024. We also target to roll out additional features for the VF 8 and VF 9 through 2024, including sustainable and premium materials for interior vehicle components, new smart features and enhanced ADAS. As of December 31, 2022, we had approximately 55,000 reservations for the VF 8 and VF 9 globally (of which approximately 39,000 reservations are in Vietnam.

We have achieved a great deal in our short history. Following the founding of our company in 2017, we achieved start of production of our first ICE vehicle in only 21 months. As a new entrant and the first Vietnamese automotive OEM, we have partnered with top-tier global companies, including Magna, Tata Technologies and Pininfarina to accelerate the integration of industry best practices into our processes. Deliveries of our first fully-electric SUV, the VF e34, began in Vietnam in December 2021 and deliveries of the VF 8 began in Vietnam in September 2022. In 2022, we sold approximately 7,400 EVs, all in Vietnam, of which approximately 4,000 were VF e34s, approximately 3,200 were VF 8s and more than 100 were e-buses. As of December 31, 2022, we had reservations for nearly 70,000 VF e34, VF 5, VF 8 and VF 9 EVs globally, the majority of which were reservations for the VF 8 and VF 9 models in Vietnam. Approximately 25% of the reservations had non-refundable reservation fees and the remainder were cancellable reservations with a nominal amount of refundable reservation fees. First deliveries of the VF 5, VF 6, VF 7 and VF 9 are targeted for 2023. See “Risk Factors — Risks Relating to Our Business and Industry — Our long-term results depend upon our ability to successfully introduce and market new products and services, which may expose us to new and increased challenges and risks.”

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Technology is at the core of our platform, and we have invested significantly in our group technology platform to provide the safest, most driver-friendly experience possible for our drivers – what we refer to as “technology for life.” We believe vehicle technology should be convenient and fully integrated into our drivers’ day-to-day lives. “Connecting intelligence globally” is a cornerstone of our growth plan: our R&D and product innovations differentiate the VinFast EV experience on the world stage with premium features, including infotainment, driver assist, ADAS and other enhancements expected in a top-end EV ownership experience, that are available in all of our vehicles. As of December 31, 2022, the VinFast R&D team includes more than 950 in-house professionals (including approximately 160 software engineers) and leverages the expertise of engineers and developers across the related technology companies within the Vingroup ecosystem. We also encourage our technical teams and R&D leads to partner with leading global experts to undertake product development projects when doing so is more time and cost efficient than in-house R&D. Notwithstanding multiple partners participating throughout the value chain, the product rollout and intellectual property underlying each individual system is created, managed and/or mastered by our internal team of engineers and technology professionals. We have collaborated with cutting-edge technology companies to leverage our existing core competencies, including collaborations with NVIDIA, Mobileye, BlackBerry, Erae, Quanta, and Vector on our ADAS, Aptiv, AVL and FEV on certain components of our powertrain and battery, and Amazon Alexa for our Virtual Assistant. In October 2022, we also entered into a MOU with CATL to collaborate in the development and production of CIIC skateboard chassis products that integrate battery packs, electric motors and other core systems and components of an EV into a single layer at the bottom of the vehicle, with the goal of reducing manufacturing costs, vehicle weight and energy consumption and maximizing cabin space. Similarly, we source our battery components from a variety of suppliers including Samsung SDI, CATL and Gotion. We have a strategic partnership with VinES, a subsidiary of Vingroup, which is intended to cover the full spectrum of battery R&D, manufacturing, testing, performance and cost optimization and battery recycling once VinES fully ramps up its operations. VinES plans to be a fully integrated battery cell and pack manufacturer and is developing its own battery cell technology and battery cell production capabilities in Vietnam. As affiliates in the Vingroup ecosystem, VinES is expected to grow in lockstep with us to remain a tier 1 supplier of batteries to us as we expand. To that end, another of our Vingroup affiliates has made an investment in ProLogium, a manufacturer of next-generation solid-state batteries, which we believe will lead to future opportunities for us and VinES to collaborate in applying next-generation solid-state battery technology to VinFast vehicles. We believe our partnership with VinES reduces uncertainties associated with reliance on unrelated third parties outside of the Vingroup ecosystem for batteries.

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VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. In October 2022, VinES and Li-Cycle entered into an LOI with respect to a global recycling partnership, which includes exploring global recycling solutions for VinES and VinFast that support the companies’ ESG strategy and shared vision to advance a sustainable, closed-loop battery supply chain, and in particular, the establishment of recycling facilities. In addition, VinES has sought to partner with suppliers of raw materials used in the production of batteries, including entering into MOUs with each of Cavico Lao Mining, Red Dirt Metals Limited and Alliance Nickel Limited for the supply of certain raw materials, including critical minerals.

We seek to build a strong connection between our drivers, our brand and our service ecosystem to create the “VinFast Lifestyle,” facilitated by the technology framework we have created. As part of this lifestyle, we want to ensure that every driver experiences a true sense of community and is a swipe-of-an-app away from reliably connecting with our service network. Our technology framework aims to remove the anxieties associated with owning an electric vehicle, which is paramount to the VinFast Lifestyle. Our VinFast services program, called “VinFast Service,” has been designed to provide a seamless and ever-ready suite of service products and offerings conveniently available at the driver’s fingertips through our companion app. Our unique warranty offering of up to 10-year / 125,000-mile demonstrates our commitment to quality and reliability in our vehicles and underpins the trust we seek to establish between our brand and community.

With the VinFast Lifestyle in mind, we aim to deliver greater flexibility to our drivers when choosing to own a VinFast EV. We offer a battery subscription program that gives customers the flexibility to lease the battery in their EV from VinFast, rather than purchase the battery with the vehicle. This battery subscription program is available in select markets (primarily Vietnam) and models, and sales made under this program are expected to be made primarily in Vietnam. We currently expect the majority of our sales in North America and Europe in the medium- and long-term to be for EVs with batteries included. According to Frost & Sullivan, battery subscription programs, such as ours, could reduce the upfront cost of an EV by 10% to 30%. Our battery subscription program, where available, is intended to supplement our primary model of outright sale of the full chassis and battery and to provide an alternative that makes our EVs accessible at a lower, more inclusive up-front price point. We also offer our customers the option to lease our vehicles through third-party financing partners. In the U.S., pursuant to the IRA, customers opting to lease vehicles from our U.S. financing partners, where available, may indirectly benefit from the clean vehicle credit of up to $7,500 off that could be used by our financing partners to reduce the lease price of qualifying VinFast vehicles. We plan to monitor market demand and peers’ product offerings on an ongoing basis and adjust our go-to-market strategy dynamically with an aim of ensuring that VinFast EVs and the VinFast Lifestyle remain accessible.

Our service experience will utilize both a remote diagnostic and mobile in-person approach, allowing for ease of digital access and the reliability of a physical service presence. We expect that the majority of our service interventions will take place directly where our drivers are located, either through mobile service or remote, OTA updates. We expect our mobile service to be supported by our fleet of EV vans and our technicians are expected to carry out most of their work where the customer is located. We believe our customers will also benefit from the technical capabilities of our directly owned and operated centers. We have also partnered with Urgent.ly to provide roadside assistance to our customers in the U.S. and Canada as part of their warranty coverage.

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customers in the U.S. to locate the nearest charging stations, authenticate charging transactions, set charge levels, make payments, check the charging status of their vehicles and obtain transaction history. We pay Electrify America a recurring annual fee for these non-exclusive API services. See “Business — Integrated Service Offering.”

Bolstering our manufacturing operations in Vietnam is an on-site, integrated supplier park in Hai Phong that facilitates reliable and cost-effective collaboration with our partner-suppliers, as well as logistical efficiency for parts and supply to our factory shops. Our manufacturing operations in Vietnam have a significant cost advantage for sourcing key supplies and components because we source approximately 60% of the components for our EVs (excluding batteries) from suppliers in Vietnam, most of which are established international suppliers, based on the total value of parts produced or packed in Vietnam as a percentage of the total free-on-board cost of our vehicles (excluding batteries) as of December 31, 2022. There are a number of key suppliers on-site in Hai Phong, including FORVIA, Lear Corporation and Antolin. We also have plans to expand our integrated supplier park in Hai Phong with additional suppliers from Korea and China. In addition to the supplier park, some of our suppliers are located directly on our general assembly line, ensuring full integration and alignment across the manufacturing process. Outside of our on-site supplier park, we have relationships with approximately 650 additional suppliers globally. One of our most important partners and a subsidiary of Vingroup, VinES, is a key battery pack supplier to us and is in the process of developing battery cell production capabilities in Vietnam. We intend for VinES-produced battery cells to eventually be included in the battery packs that VinES supplies to us. VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. The supplier park and strategic supply chain have been beneficial to us in navigating and mitigating supply chain issues in the automobile industry in recent months. We believe we have been early and proactive in managing our supply chain and are focused on a diversified approach, particularly in our battery sourcing. We also have a dual-design approach to chip integration, which allows us to achieve the same functionality across vehicles with a variety of

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chip manufacturers. The flexibility we have built into our vehicles allows for diversification across the supply chain, without reliance on a single supplier for critical vehicle parts.

In 2022, we entered into a series of agreements with North Carolina state and local authorities to build a manufacturing facility spanning across a site measuring approximately 712 hectares in Chatham County, North Carolina. Commissioning of the facility is targeted for 2025. The facility is expected to have an annual capacity of 150,000 vehicles per year. We believe this facility will help to diversify our manufacturing footprint in a critical growth market where we plan to expand and can enable us to take advantage of available state and local incentives. Additionally, our customers in the United States may be able to take advantage of U.S. federal tax credits once our North Carolina facility commences operations and final assembly of our vehicles, subject to, among other things, their income eligibility as well as our ability to meet requirements on battery components and critical minerals. We aim to replicate the successes of our Hai Phong facility as we extend our manufacturing footprint to the U.S. We intend for our North Carolina facility to have the same high level of automation and flexibility as our Hai Phong facility, closely situated supplier-partners and an integrated supplier park and supply chain.

To launch our products in international markets, we are currently employing a D2C sales model built around a personalized and approachable experience, whether via our customer app, online through our virtual showrooms and VinFast website, or alternatively, in person at one of our branded, fully-owned VinFast showrooms across the globe. We are also exploring potential partnerships with distribution agents, dealers and service partners to broaden our reach to markets and customers. Our global roll-out plan will focus on North America and Europe in the medium-term. As of December 31, 2022, we have opened 11 showrooms in the U.S., all of which are in California, two showrooms in Paris, France, one showroom in Cologne, Germany and eight showrooms in Canada, all of which are operated by us. In Vietnam, we have 88 showrooms as of December 31, 2022, of which 57 showrooms are owned and operated by us and the remaining are opened in collaboration with our dealers. We plan to roll out three different showroom models (1S, 2S and 3S), each adapted for the intended customer experience, with smaller showrooms for consumer education in high footfall traffic areas and more traditional showrooms with test-driving capabilities in targeted areas. Our showrooms serve as a place for customers to experience the VinFast brand and products, to meet as members of the VinFast community and as a hub for VinFast service solutions. This O2O sales model is a key facet of our business strategy.

Our commitment to ESG initiatives is institutionalized through a thoughtful, comprehensive and forward-thinking ESG strategy. Our products are meticulously designed with a low-to-zero emission framework and to minimize impact on the environment. We have adopted industry best practices to reduce our carbon footprint and target best-in-class environmental standards. As we lead the charge to a brighter, greener and safer future, we plan to leverage our social and governance policies as key catalysts for achieving our vision. Our social policies reflect our commitment to our customers, employees and communities, while our governance structure reflects our core values of fairness, efficiency, accountability and transparency. We seek to periodically validate our progress in honoring our ESG commitment and to identify areas for improvement. As part of this effort, in 2022, we engaged Morningstar Sustainalytics to perform a broad-based Corporate ESG Assessment of our company covering seven distinct ESG categories: carbon — product and services; human capital; product governance;

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business ethics; carbon-own operations; human rights — supply chain; and corporate governance. We received an overall indicative Corporate ESG Assessment score of 23.3, which places us in the “medium risk” category as of July 2022. Our indicative score would place us in the top 10 (9th ranked out of 72) of automobile companies and having the top ESG rating (lowest potential risk) compared with other pure EV car companies, in each case among companies assessed by Sustainalytics.

Smart Mobility and the VinFast Differentiators

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Premium Quality Product

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Thoughtful design for a boundless premium experience – We evoke EMOTION and PASSION between driver and car

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Top-of-the-line vehicle lineup – We offer a LUXURIOUS and STYLISH product line with skilled craftsmanship in every detail

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“TECHNOLOGY FOR LIFE” – We embrace PERSONALIZATION and CONNECTIVITY with a full suite of standard smart infotainment features including a heads-up display, virtual personal assistant, in-car commerce and mobile office capabilities, creating a space for lifestyle between home and office

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Sustainability – We aim to deliver our products RESPONSIBLY to help promote a greener world for us all

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Steadfast focus on meeting world-class safety standards – We focus unwaveringly on SAFETY

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Inclusive Price

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ACCESSIBILITY – We seek to offer our products in a more approachable and accessible way relative to closest EV peers to help increase opportunities for greater EV adoption globally

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We offer high performance, luxurious features, premium quality, an advanced suite of enhanced technology and cutting-edge engineering execution at a COMPETITIVE price point

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FLEXIBLE purchase options, including own, lease, and our battery subscription program, where available, to suit any customer’s preference

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Peace-of-Mind Ownership Experience

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Our goal is to provide BEST-IN-CLASS after-sale service with up to 10-year / 125,000-mile warranty and 24/7 roadside assistance

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WORRY-FREE experience through our “VINFAST SERVICE” model with remote and mobile service offerings

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Our Business Strengths

We believe we are well-positioned to achieve our strategic goals through several key business strengths, including the following:

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Comprehensive Mobility Ecosystem with Strategic Focus on High Growth Segments: We boast a broad EV mobility platform, including electric cars for the global EV market and e-scooters and e-buses in Vietnam. We believe we have achieved a leading market share in Vietnam across each of the vehicle segments which we historically have delivered ICE cars and currently deliver EVs. We have targeted the highest-growth segments in our production ramp up and global launch strategy and have formulated our growth outlook with data from reputable global automotive industry consultants in building our international expansion plan. Not only do we forecast an increasing secular shift to EVs, but we have also studied our key growth markets and targeted the SUV segment initially, the segment of the passenger light vehicle market with the highest expected growth in demand. As customer demand increases for long distance travel, larger in-vehicle space and larger storage space, Frost & Sullivan expects the B, C, D, and E vehicle segments to grow globally at 2.3%, 1.6%, 5.8% and 7.9% CAGRs, respectively, from 2022 to 2028. Our TAM is forecasted to reach $1.3 trillion, representing an annual shipment of approximately 34 million vehicles, by 2028, according to Frost & Sullivan. We believe we are reaching the fastest growing market at a competitive price point relative to our closest EV peers. The F&S Customer Survey conducted in February 2022 found that customers who have placed reservations for VinFast EVs prefer our vehicles over those of direct peers mainly for our attractive design, inclusive price (taking into account our optional battery subscription program) and outstanding technology, with more than 74% of respondents selecting these as the most important factors influencing their reservation decision. We believe our pricing model, providing luxury-level features and premium quality at a competitive price point, positions our EV platform for achievable penetration of our addressable market, through the potential for conversion of a greater number of ICE drivers into new EV drivers. We have seen success in this conversion effort thus far. A majority of our U.S. customers who placed reservations for VinFast EVs and participated in the F&S Customer Survey are switching from ICE vehicles to a VinFast EV. As of the time of the survey in February 2022, over 69% of F&S Customer Survey respondents owned at least one car and over 89% of respondents owned ICE vehicles. Given our strategic focus on EVs, we have tailored our business model to target segments that we believe will achieve the highest growth and profitability across the EV spectrum.

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Flexible Offering at an Inclusive Price Point: We believe that providing a flexible, high-quality product offering at an inclusive price point is critical to our “boundless together” philosophy. This philosophy offers the benefits of EVs to a broader population than possible today, which we believe will provide flexibility for us to capture market share. Our inclusive pricing model differentiates us from most OEMs in the market today that are pursuing the higher-priced premium segment. We target a broader market and, according to Frost & Sullivan, offer a lower TCO proposition compared to the average of our peers, without compromising on our design or technology suite. We believe we deliver this value not only through our competitive pricing relative to peers but also through our flexible ownership options, including through vehicle leasing with third-party partner banks and our battery subscription program for select markets (primarily Vietnam) and models, to reach a broader driver and ownership base. We have multiple advantages that allow us to maintain price competitiveness, including our highly-automated manufacturing facility, our access to a low-cost labor base in Vietnam, our well-diversified supplier base, relatively favorable tax environment and established trade agreements between Vietnam and the U.S., EU and other major global markets. These relative strengths have allowed us to build a competitive cost structure that enables our inclusive pricing model.

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launch perspective, we had great success with the launch of our VF e34, Vietnam’s first EV that we pioneered in 2021, setting records in Vietnam by receiving over 25,000 reservations within 3 months of accepting reservations, and receiving more than 417,500 organic discussions on social media in the two days following the announcement. The VF e34 was voted the “Green vehicle of 2022” and “Favorite C-segment CUV in 2022” by Otofun and among the top 10 best-selling vehicles in Vietnam in June 2022 according to VAMA, TC Group and our public sales report. Similarly, our “The Future is Now” delivery event for the VF 8 at our manufacturing facility in Hai Phong in September 2022 was featured by over 700 news outlets and received over 8.5 million views on social media platforms. We believe our success in Vietnam has been enabled by our flat organizational structure, quick decision-making, and strong cooperation with internal and external parties. Our appearance at CES in January 2022 where we unveiled our VF 8 and VF 9 models, which was posted on various social media platforms and websites, received 7.7 million views in aggregate across social media platforms and websites within the first 48 hours of the unveiling. We have been featured by approximately 2,500 international and local media outlets, reaching a global audience of approximately 10 million with over 21 million impressions. After we debuted our planned EV lineup at CES in January 2022, we began accepting reservations globally for our VF 8 and VF 9 models and received approximately 24,000 reservations in the first 48 hours. We started accepting reservations for the VF 5 in December 2022 and plan to begin accepting reservations for the VF 6 and VF 7 in the first half of 2023. Deliveries of the VF 5, VF 6, VF 7 and VF 9 are expected in 2023.

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battery packs from VinES since VinES commenced production of battery packs in the second quarter of 2022. VinES plans to be a fully integrated battery cell and pack manufacturer and is developing its own battery cell technology and battery cell production capabilities in Vietnam. As affiliates in the Vingroup ecosystem, VinES is expected to grow in lockstep with us to remain a tier 1 supplier of batteries to us as we expand. To that end, another of our Vingroup affiliates has made an investment in ProLogium, a manufacturer of next-generation solid-state batteries, which we believe will lead to future opportunities for us and VinES to collaborate in applying next-generation solid-state battery technology to VinFast vehicles. We believe this may reduce uncertainties associated with reliance on unrelated third parties outside of the Vingroup ecosystem for batteries. VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion. We may also benefit in the future from demand for EVs from our Vingroup affiliates. For example, GSM, a new company founded by our Chairman, Pham Nhat Vuong, announced in March 2023 through Vingroup that it aims to offer EV and e-scooter rental and taxi services in Vietnam. The announcement stated that its fleet would consist of VinFast EVs and e-scooters, although no formal reservations, orders or sales have been placed or made to date.

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Our Key Focus Areas and Long-Term Growth Strategies

Our long-term growth strategy is anchored on the following key pillars:

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Increase Global Reach to Meet Demand: Our strategy is to continue growing our global footprint into areas where we expect high EV demand growth. The U.S., Canada and Europe, represent the largest addressable markets for our EVs, together expected to represent approximately 33% of the global EV market by 2028, according to Frost & Sullivan. We plan to target these markets concurrently as we roll out our initial line of EVs and expand our sales network through new showroom openings. Based on our current growth strategy and the expected market opportunity, we anticipate that North America and Europe will be of similar significance to us in the medium to long-term. Based on our current outlook for growth in demand for our vehicles, particularly in the B, C, D and E segments, we expect the VF 6s and VF 8s to account for the majority of our sales volume and the VF 8s and VF 9s to account for the majority of our EV revenue in the near-term.

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Notes:

Including VinFast-owned showrooms and partnership showrooms.

Pre-construction work for phase 1 of the Manufacturing Center in North Carolina commenced in the third quarter of 2022, with commissioning targeted for 2025.

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Continue Augmenting our “Technology for Life” Offering: We intend to remain at the forefront of automotive technology through our in-house R&D and external partnerships. We seek to deliver the best experience for our drivers with innovative customer-centric applications inside and outside the vehicles. We plan to continuously make our vehicles smarter over time through OTA system updates, and we intend to leverage the power of data to understand and serve our drivers better through AI. Through a network of renowned partners in various industries, we aim to continue creating a technology ecosystem that allows us to seamlessly adapt to the changing technology landscape broadly, and develop features with the driver in mind, such as adding additional languages on our voice assistant, more connectivity with mobile phones and more. We have more technologies and applications still in the pipeline (such as enhanced autonomous features with ADAS) and plan to incorporate them into our vehicles to constantly provide a state-of-the-art driving experience that we believe will attract new drivers to our brand, build brand loyalty with existing drivers and help VinFast stand out as a leader among our peers. Each of the vehicles that we currently plan to launch are planned to be offered with ADAS Level 2 capabilities. We plan to introduce certain components of ADAS Level 3 as optional features for our vehicles in 2024 and to progress to ADAS Level 4 capabilities in the longer term.

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Carolina facility commences production and meets our U.S. volume requirements. In addition, we plan to continue improving the efficiency of our manufacturing process with the implementation of additional automated technology throughout the entire manufacturing value chain, which we believe is already conforming to Industry 4.0 standards of interconnectivity, automation, machine-learning and real-time data processing incorporation.

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Our Electric Vehicles

Our electric vehicles are designed for the lifestyle of the modern EV adopter: tech-forward, high-end, and constantly-evolving. We are passionate about providing high-quality, clean, sleek and practical vehicles, tailored specifically to the end markets we are targeting on a vehicle-by-vehicle basis. We have worked with our globally-recognized design partners, primarily Pininfarina, to ensure each of our vehicles offers a distinctive and unique style. Our designs feature our signature lighting that frames our “V” logo and sweeps out to the corners of the car. This design element communicates our brand day and night. Each vehicle segment is creatively designed

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to fit the key characteristics and wants of drivers in that specific segment; including various proportions, in-cabin seating options, wheelbases and other key features. The overarching character of our vehicles provides a comfortable and modern feel, while powerfully representing the VinFast brand.

Inside the vehicles, there is a unique blend of simplified technology and hand-craftsmanship. One of the highlights of the interior is our proprietary, full-color heads-up display to put information directly in the driver’s line of sight to keep attention on the road. A large, high-quality touchscreen minimizes the number of physical buttons and simplifies the user interface. The soft interior trim in each VinFast vehicle is hand-cut and sewn, creating a customer-tailored and luxurious driver experience.

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Vehicle Overview

Our EV platform consists of the following models:

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VF e34 — our first EV offering, a C-segment electric SUV exclusively for the Vietnam market. We began delivering the VF e34 in Vietnam in December 2021. From a product launch perspective, we had great success with the launch of our VF e34, Vietnam’s first EV that we pioneered in 2021, setting records in Vietnam by receiving over 25,000 reservations after three months, and receiving more than 417,500 organic discussions on social media in the two days following the announcement. The VF e34 was voted the “Green vehicle of 2022” and “Favorite C-segment CUV in 2022” by Otofun and among the top 10 best-selling vehicles in Vietnam in June 2022 according to VAMA, TC Group and our public sales report.

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VF 8 — our first EV offering for the global consumer market, a D-segment electric SUV. We currently offer two trims of the VF 8: Eco and Plus. The Eco trim offers a longer driving range. The Plus trim offers luxury features including a panoramic glass roof, leathered upholstery, a power-assisted tailgate and captain’s chairs for the second row. We began U.S. deliveries of the VF 8 in March 2023 from our initial U.S. shipment of 999 VF 8 “City Edition” vehicles in both Eco and Plus trims. In the coming months, we plan to begin delivering the VF 8 with enhanced driving range in North America and Europe, which uses battery components that we expect will result in a longer driving range than the VF 8 “City Edition.” We have no plans for future offerings of the VF 8 “City Edition” in North America or Europe but will continue to offer this VF 8 “standard driving range” option in Vietnam.

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VF 9 — a sophisticated E-segment electric SUV featuring three rows of seats for the Vietnam, North America and European markets. We currently offer two trims of the VF 9: Eco and Plus. First deliveries are scheduled for 2023.

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VF 5 — our A-segment electric SUV for the Vietnam market that offers dynamic youthful styling, targeting first-time, budget conscious buyers. We began accepting reservations for the VF 5 in Vietnam in December 2022 and received approximately 3,300 reservations in the first nine hours. First deliveries are scheduled for 2023.

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VF 6 — a B-segment electric SUV for the family-oriented driver for the Vietnam, North America and European markets. We plan to offer Eco and Plus trims and to start accepting reservations in the first half of 2023. First deliveries are scheduled for 2023.

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VF 7 — a driver centric C-segment electric SUV, accentuated by its futuristic styling for the Vietnam, North America and European markets. We plan to offer Eco and Plus trims and to start accepting reservations in the first half of 2023. First deliveries are scheduled for 2023.

Based on our current plans for the VF 9, VF 6 and VF 7 in North America, we plan to offer one driving range option only for each model. In Vietnam, we may offer both standard and enhanced driving range options for certain models.

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Outside of our EV platform, we will also continue to produce e-buses and e-scooters.

Our e-scooter platform has been highly successful in Vietnam, with over 162,000 e-scooters delivered from inception through December 31, 2022. We rolled out our new e-scooter model, Evo2000, in Vietnam in September 2022. The scooters are also highly tech-enabled and convenient for riders, with batteries manufactured by LG Chem. We plan to roll out new e-scooter platforms domestically in Vietnam and in relevant international markets as we continue to scale.

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Our e-bus platform is the first e-bus manufactured in Vietnam. It has a battery capacity of 281 kWh, is capable of traveling up to 175 miles on a single charge and is highly environmentally friendly, with zero emissions and little noise pollution. We have delivered nearly 200 e-buses from our inception through December 31, 2022. We plan to bring the e-bus platform to relevant international markets as well once we open our manufacturing facility in the U.S. and grow the sale of e-buses.

We have delivered approximately 93,000 vehicles (including ICE vehicles, VF e34, VF 8 and e-buses) since we started producing passenger cars in 2019 through the end of December 2022.

Battery Technology and Solutions

We believe that an integrated battery solution is important for our go-forward strategy of providing high-quality EVs at an inclusive price point for our global customers. To that end, VinFast and VinES have entered into a consultancy service agreement pursuant to which VinFast will be able to leverage VinES’ expertise and specialization on battery R&D, manufacturing, testing, performance and cost optimization and battery recycling. VinES provides EV battery packs for our vehicles, while VinFast remains the point of customer engagement for both sales and aftersales service. VinES directly invests in and owns the manufacturing facilities and the intellectual property associated with its battery cell and battery pack production. See “— Battery Design and Battery Management System Design.”

For select markets and models, particularly in the initial stage of sales, and particularly in Vietnam, we offer our customers the option to purchase our vehicles with the battery as well as the flexibility to participate in our battery subscription program. Our battery subscription program, where available, is intended to supplement our primary model of outright sale of the full chassis and battery and to provide a flexible alternative that makes our EVs accessible at a lower, inclusive price point. We view this as a near-term strategy that will help facilitate early adoption by more drivers and bridge the transition to a lower-cost EV battery and long-term widespread adoption of EVs. It also highlights our ability and willingness to adopt innovative business models, prioritizing flexibility for our customers.

Under the battery subscription program, where applicable, customers will enter into battery lease contracts with us and pay a fixed monthly battery subscription fee for unlimited miles, except for customers that placed reservations before September 2022 in Vietnam, who may select between fixed and variable monthly subscription fees under our prior sales policy. Our battery subscription program will also include the provision of a replacement or repair in case the battery capacity falls under 70% for the duration of the battery lease. We plan to monitor market demand and our peers’ product offerings on an ongoing basis and adjust our go-to-market strategy dynamically with an aim of ensuring that VinFast EVs and the VinFast Lifestyle remain accessible.

Technology

A core component of our Chairman’s vision when founding VinFast was integrating the concept of “technology for life” into our vehicles. We believe technology should help enable the safest, most driver-friendly experience possible, and we focus relentlessly on improving that. We have endeavored to make owning, driving or riding in a VinFast a seamless experience between home, workspace and everything in between. We achieve this primarily through a unified driving experience built around the driver and enabled through technology. This is exemplified through our driver-friendly central console screen, benefiting from an on-windshield heads-up-display, summoning the car from car-park to curb, self-parking capability, voice-activated command systems and AI-powered driver-assist and ADAS capabilities. We offer a robust suite of tech-enabled features that come standard across our produced segments as part of the VinFast experience and will provide additional enhancements to meet our drivers’ preferences for an additional cost. The VinFast technology ecosystem extends beyond the car itself via our companion app, as well as with an online networking experience through the VinFast community of drivers, reflecting the emphasis on Smart Mobility and Connectivity at all levels of the VinFast driving experience.

Underlying our technology design philosophy is an intense focus on standardization and the interrelationship of key designs and parts to deploy innovation as cost-effectively as possible. We proactively

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engineer as much of our ecosystem to be interchangeable across models as possible and practical so that when we engineer or innovate one piece of technology, it can be integrated with little additional cost or operational friction. This has enabled us to rapidly launch new products within the EV market. This permeates our overall production schedule and enables us to keep control of product quality and cost as we continue to grow and innovate.

Integrated Partnership Model

We deliver top-tier technology using a well-practiced screening approach to integrate and own a specific technology capability in-house when economically feasible. Otherwise, we align with leading partners who have a competitive advantage of production for certain technology or components that will improve our production efficiencies. We safeguard our technological innovation with intellectual property patents, whether developed within VinFast or sourced through well-vetted partnerships, to ensure that VinFast controls the key decision-making technology powering our vehicles. This relationship management framework includes in-house capabilities developed over the years at VinFast and the Vingroup family of companies.

We aim to keep in-house certain critical components of electric vehicles, including our electric motor, infotainment software, ADAS software, and battery management system design. We seek margin benefit and economy-of-scale uplift by outsourcing production of certain hardware components where our partners can provide us a competitive advantage. We also commit a significant amount of resources, budget and time to finding and sourcing the best possible partnerships across global suppliers and continuously review these contracts and arrangements to ensure optimal terms, information-sharing and operational efficiencies in our partnership network.

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Connected Car, Connected Driver, Connected Lifestyle

We have created a proprietary infotainment system that provides a seamless, integrated and fully-connected experience for our drivers. Our goal is to bring “technology for life” to our drivers and provide an unmatched experience in terms of convenience, customization and community. Deep learning AI technology facilitates our ability to further understand and adapt vehicle settings to the driver’s lifestyle profile. Additionally, through a

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single, large central screen and a heads-up display, drivers can access multiple applications and services through a unified and intuitive platform. Software updates occur seamlessly through an OTA update mechanism, powered through edge network computing supplied in collaboration with a technology partner.

VinFast vehicles and their integrated technology offerings save drivers’ time by maximizing flexibility as a “Live and Work” hub. This allows drivers the conveniences of checking emails and messages, with safety remaining the top priority. Mobile Home is expected to include multiple virtual assistants, smart home control, video streaming and karaoke.

Key targeted features of our infotainment system include:

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Personal Voice Assistant - Natural language conversation in the driver’s native language with integration from key technology partners, such as Amazon Alexa / Cerence, and the ability to speak six languages, starting with those of our key global rollout markets

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Mobile Office - Calendar and to-do-list management, email sending/receiving by voice

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Seamless Connection to the Most Popular Smartphones and Ecosystems

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Remote Control - Allows for the ability to start the vehicle remotely, set the temperature, lock/unlock the vehicle and set intrusion alert technology

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Advanced AI and Machine Learning - The advanced voice assistance uses natural language processing techniques to predict and adapt to the drivers’ most used commands by deploying advanced AI and machine learning to constantly build knowledge and understanding of the drivers’ preferences

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Firmware Over-The-Air (“FOTA”) - Updates software over the air providing feature enhancement and performance improvement throughout the vehicle lifecycle

The VinFast Infotainment and Connected Driver systems is capable of learning and understanding the driver’s preferences to optimize their driving experience. We place significant focus on cybersecurity in order to securely protect our drivers’ personal data.

Within our infotainment system, we have a variety of standard features, as well as an expanding portfolio of value added services and features that will enable ancillary revenue streams via subscriptions or on-demand features, such as geo-fencing, live traffic alerts, satellite view, Q&A with virtual assistant, smart home control, text-to-speech, speech-to-text and eCommerce.

Safety and ADAS

Safety is the most important pillar of our investment in technology. We want VinFast drivers to experience the safest possible mobility environment. The integrated heads-up display replaces the traditional driver console to keep drivers always informed without distracting their eyesight from the road. This system notifies drivers with information, ranging from regular vehicle alerts to specific warnings or notifications permitting the vehicle to act on the driver’s behalf, to actual triggers that are tied to the vehicle’s ADAS that will take over to act in the event of an emergency.

We design and develop our ADAS and Autonomous Driving software with a primary focus on safety and an equivalent emphasis on providing the latest advancements in autonomy. Our vehicles will be launched with Level 2 ADAS technology, including Active Safety and Highway Assist+ capabilities. This includes autonomous emergency braking, lane change assist, remote parking and summon abilities. Our driver facial recognition technology assists with driver-alertness safety features and automatic emergency calls. Our in-house team focuses on providing quality control and helping to co-develop unique features. We also leverage the Vingroup technology ecosystem in our ADAS development, including image processing from VinAI and natural language processing from VinBigData.

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Autonomous Driving (Level 3 and above) promises to revolutionize the user experience in vehicles, improving the Smart Services offering while ensuring safety. We plan to introduce Level 3 Traffic Jam Pilot as an optional feature for our vehicles, which will allow customers to take their hands, eyes and mind off of the road, under certain circumstances. When the Traffic Jam Pilot is active, the driver can enjoy our Smart Services offerings. We are also working on HomeZone parking features, a first step towards a Level 4 Auto Valet parking functionality, which is expected to enable drivers to immediately exit their vehicle upon arrival at a destination. A driverless VinFast vehicle will be able to find a parking spot and notify customers when it is successfully parked through our companion app. The driver can also summon their vehicle when they are ready to leave.

Electric Drive System / Powertrain

The VinFast Electric Drive System (“EDS”) is comprised of three main components: inverter, permanent magnet synchronous electric motor and gear box. Extensive research and development activities ranging from simulation, modeling and dynamometer to bench testing were carried out in-house to develop our EDS. High-efficiency, liquid-cooled permanent magnet synchronous (“PMS”) motors are designed to deliver high power and torque, while maintaining a competitive power-to-weight ratio and upholding the highest global safety standards. Our R&D activities have allowed us to reduce our overall development cycle time compared to competitors and produce a series of motors which are compact, powerful and robust in structure, and have a wide range of power output. VinFast patented technology paved the way to meet global thermal and noise, vibration and harshness (“NVH”) requirements of electric motors.

Our motor series has been tested through various duty cycles to replicate real driving conditions, controlled with our sophisticated software to meet our goals of driver comfort and tech-forward vehicles, while remaining competitive on a global scale. From an electromagnetic perspective, our motors are equipped with different types of winding per various levels of compactness, thermal requirements, cost and NVH attributes, among other features. In addition to compact design and short development cycle, the ease of manufacturing and optimized mounting points for simple integration and installation of the EDS system to the vehicles remain high priorities during the development cycle. We are also constantly looking for means of enhancing and innovating our powertrain systems, for example optimizing key hairpin motor technology and improving existing components, including cooling systems.

In our EDS software, we have integrated control algorithms for PMS motor control such as maximum torque per ampere (“MTPA”) which reduces copper loss in the electric motor, maximum torque per voltage (“MTPV”) which increases voltage utility capability of the high voltage (“HV”) battery pack and maximum torque per watt (“MTPW”) which optimizes the power of the HV battery pack. All of these advanced control algorithms increase the efficiency and performance of our powertrain system. Our software comes standard with safety features to meet ASIL-C (ISO26262) and integrated Cybersecurity (Level 3).

E/E Architecture

We have built a modern take on traditional E/E architecture to support our initial global vehicle rollout, allowing swift time-to-market with our E/E design that leverages global peers and is integrated across each of our current models. This approach allows us to scale back electronic control units as necessary in order to meet our desired cost level in bill of materials. We will have a standard architecture from the B- through E-segments, with the ability to remove feature sets as more basic models are manufactured. Our next-generation E/E architecture is currently in development, which will have the ability to support Level 3+ ADAS and set the standard globally with a domain-based architecture.

Battery Design and Battery Management System Design

The batteries in our vehicle are packed by our partner VinES, which is also a subsidiary of Vingroup, and other third party suppliers. We source battery components from a variety of third-party suppliers including Samsung SDI, CATL, and Gotion. The capacity of the battery components is a key factor that affects the driving ranges of our EVs.

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We offer the VF 8 with two driving range options that utilize different battery components: the “City Edition” option and the enhanced driving range option. We began U.S. deliveries of the VF 8 in March 2023 from our initial U.S. shipment of 999 VF 8 “City Edition” vehicles in both Eco and Plus trims. In the coming months, we plan to begin delivering the VF 8 with enhanced driving range in North America and Europe, which uses battery components that we expect will result in a longer driving range than the VF 8 “City Edition.” We have no plans for future offerings of the VF 8 “City Edition” in North America or Europe but will continue to offer this VF 8 “standard driving range” option in Vietnam. The VF 8 Eco trim with enhanced driving range is estimated to have a longer driving range (WLTP range of 293 miles; certified EPA range pending) than the VF 8 Eco trim “City Edition” (WLTP range of 261 miles; certified EPA range of 207 miles), and the VF 8 Plus trim with enhanced driving range is estimated to have a longer driving range (WLTP range of 278 miles; certified EPA range pending) than the VF 8 Plus trim “City Edition” (WLTP range of 249 miles; certified EPA range of 191 miles). The VF 8 Eco trim and Plus trim with enhanced driving range utilize higher capacity battery components that offer a longer driving range, and the Plus trim of our vehicles in general offer higher horsepower than the Eco trim version which might, amongst other things, result in a lower driving range for the Plus trim as compared to the Eco trim.

We have sourced battery packs from VinES since VinES commenced production of battery packs in the second quarter of 2022. VinES plans to be a fully integrated battery cell and pack manufacturer and is developing its own battery cell technology and battery cell production capabilities in Vietnam. As affiliates in the Vingroup ecosystem, VinES is expected to grow in lockstep with us to remain a tier 1 supplier of batteries to us as we expand. We believe that these advancements by VinES can assist in reducing the battery supply chain uncertainty of third party providers that are outside of the Vingroup ecosystem and potentially enhance our overall value proposition to our drivers. We believe that our partnership with VinES will continue to provide an important strategic benefit in the management of a key input cost as we grow, as well benefits to drivers of our EVs in terms of day-to-day maintenance and functionality. To that end, another of our Vingroup affiliates has made an investment in ProLogium, a manufacturer of next-generation solid-state batteries, which we believe will lead to future opportunities for us and VinES to collaborate in applying next-generation solid-state battery technology to VinFast vehicles. This can help us reduce uncertainties associated with reliance on unrelated third parties outside of the Vingroup ecosystem for batteries. VinES is in the process of commissioning a battery pack assembly pack in Ha Tinh, Vietnam to expand its battery pack production capabilities beyond its existing facilities in Hai Phong, Vietnam. In addition, VinES is developing a second lithium cell facility in Ha Tinh, Vietnam, in collaboration with Gotion.

VinES packs batteries, modules and other related power electronics to meet our requirements and provide optimal performance. The battery systems provide a high level of energy, allowing VinFast vehicles to achieve competitive performance ranges while optimizing for production and cost. For example, the usage of battery systems reduces the costs to run our vehicles’ heating and air-conditioning systems when compared to equivalent ICE models. The batteries utilize the high energy density and performance of Samsung 21700 NCA cells and side-cooling channels to maximize cell usage performance and safety. The cells are first packaged into the modules and then into the battery packs by VinES, which undergo extensive testing to achieve our standard level of reliability and endurance.

The battery design leverages the common architecture among vehicles and will initially consist of lithium-ion nickel cobalt aluminum chemistry. In the future, the batteries may include other advanced or more cost-effective battery chemistries to address unique needs and requirements of different markets. Our in-house developed battery management system (“BMS”) hardware and software monitors the status of the battery pack and manages its functionalities. The BMS has been designed with ruggedness in mind to facilitate operation across a range of operating conditions. Its adaptive algorithm monitors the health of the battery pack in real-time and optimizes its performance. The BMS comes with integrated support for future cybersecurity and intended cloud smart features, which can be easily customized to our EV models to provide exceptional safety, accuracy and performance optimization based on battery status, operating conditions and driver behavior. Our software and integration with our vehicle control unit (“VCU”) is designed to allow drivers to upgrade the batteries in their vehicles with higher-power batteries as they are developed in the future through a simple software update upon installation.

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VinES has a battery testing and validation center which ensures product quality and guarantees its products are tested and meet international quality standards. VinES intends to further develop its technologies to provide better performance, including proprietary cell design, advanced module-less pack architecture and advanced smart functions that extend the features of the connected car. VinES also intends to adapt its engineering to latest-available battery innovations as soon as economically practical for the VinFast product range. We believe that the investments that VinES has made into the cell and pack manufacturing capabilities has positioned VinES to be able to support our growth plans.

VinES has also entered into an LOI with Li-Cycle with respect to a global recycling partnership, which includes exploring global recycling solutions for VinES and VinFast that support the companies’ ESG strategy and shared vision to advance a sustainable, closed-loop battery supply chain, and in particular, the establishment of recycling facilities.

In addition, in October 2022, we entered into an MOU with CATL to collaborate in the development and production of CIIC skateboard chassis products that integrate battery packs, electric motors and other core systems and components of an EV into a single layer at the bottom of the vehicle, with the goal of reducing manufacturing costs, vehicle weight and energy consumption and maximizing cabin space.

VinFast Companion App and the VinFast Driver Network

Accessibility is key to enabling our technology ecosystem. Enabling interaction anytime and anywhere with our vehicles is top of mind from our design approach. Our mobile companion app integrates our customers into the VinFast ecosystem from day one of the vehicle life cycle. The app also act as a portal to VinFast’s ecosystem in which drivers can connect with VinFast for service, vehicle information and exclusive offers.

We have developed a companion app version for each of our target markets. In Vietnam, we formally launched the companion app in December 2021. In the U.S., we published our companion app in the Apple and Google app stores in December 2022. In both Canada and Europe, the companion app is in the final development stage prior to submission to the two leading app stores in those markets for approval to publish. Our target publishing date for the companion app in Canada is March 2023, subject to receiving the necessary approvals, while the clearance process in Europe remains ongoing.

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The companion app is designed and targeted to provide end-to-end digital features, defined by seven key feature categories, including sales, vehicle controls, charging, navigation, invisible service (e.g. booking service

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appointments, roadside assistance and firmware for OTA updates), smart vehicle functions (e.g. valet mode) and smart ownership functions (e.g. managing driver profiles, payments for charging services and paid-OTA updates).

We plan to monitor companion app performance and release periodic updates to improve app quality and performance, implement bug fixes and provide feature content updates.

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Integrated Service Offering

Our approach to our integrated services offering is to create a customer-centric system that ensures the best care and responsiveness for our customers. This is incorporated through our companion app, which handles our end-to-end digital features of the ownership experience. We aim to provide a full-service ownership experience based on four key pillars:

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We have tailored our offering to what we expect customers are looking for in a vehicle ownership experience. In a random survey we commissioned in 2022, of customers who reserved either the VF 8 or VF 9,

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we found that customers chose us primarily due to our attractive design, inclusive price, outstanding technology and wide range of aftersales services. The most important VinFast offering to customers was the charging solution, addressed by our VinFast Power Solutions program. Our warranty of up to 10-year / 125,000-mile has also proven to be a differentiator, as it was our highest rated aftersales service.

To reflect our confidence in our product, we offer a unique warranty of up to 10-year / 125,000-mile, including, among other things, basic powertrain coverage and high-voltage battery. In addition, in Europe, we plan to offer a warranty for 10-years / unlimited mileage during the first two years. This is a comprehensive warranty which is transferrable to the next owner, and which we expect will support the higher residual value for our vehicles. Our uniquely long and extensive warranty is intended to not only protect our customers but signal our confidence in the quality of our vehicles.

We want maintenance to be as seamless as possible for our customers. We plan to build out a network of our directly-operated and authorized service centers in each of our key markets where on-site technicians perform warranty, repair, and maintenance routine services. We expect remote care through OTA diagnostics and assistance will minimize interventions on the vehicle while providing fully personalized support. Our mobile service is supported by our fleet of vans and our technicians are expected to carry out most interventions directly at our owners’ locations or provide road-side assistance for certain possible repairs. We believe our customers will also benefit from the technical capacities of our directly operated centers and authorized service network in the near future. We also have partners in each of our active markets to provide roadside towing services to our customers in case of incidents covered by a warranty.

We understand our customers’ concerns over range anxiety and the availability of charging solutions. To ensure a stress-free journey for our vehicle owners, we expect that VinFast Power Solutions will provide a comprehensive suite of charging solutions easily accessible through the infotainment system and companion app. We have entered into arrangements with strategic partners for the supply of home charging units. Early customers in North America are eligible for the Charge Up program, which provides VinFast EV purchasers the option of receiving a VinFast branded home charger that offers easy installation and delivers high performance or charging their vehicles on Electric America’s network of EV charging stations at no additional cost for three years. For public charging, we plan to provide a branded e-mobility platform accessible through our companion app and directly from the vehicle’s navigation. In Vietnam, we have the distinct advantage of being an early mover in establishing an extensive charging infrastructure. As of October 3, 2022, our charging network coverage encapsulates 63 cities and provinces in Vietnam and includes all five types of charging stations (DC 250kW, DC 150kW, DC 60kW, DC 30kW and AC 11kW) and three types of home and portable chargers (AC 7.4kW, AC 3.5kW and AC 2.2 kW). We had more than 1,300 charging stations and 54,000 charging points for EVs and e-scooters across Vietnam as of December 31, 2022. We plan to have 3,000 charging stations and 150,000 charging points in Vietnam by the end of 2023 and have partnered with gasoline stations in Vietnam to increase access to our charging ports. In North America and Europe, our e-mobility platform will be integrated with widely available charging networks while providing an easy experience through Plug & Charge. Our U.S. customers will have access to the Electrify America and EVgo networks of EV charging stations. Our non-exclusive charging network program agreement with Electrify America also entitles our customers to discounts and other promotional benefits such as complimentary charging sessions when using Electrify America’s charging station network. We pay Electrify America an annual access fee based on our number of EVs sold or leased for the year. In addition, Electrify America provides its API data feed to support integration with our companion app and in-vehicle navigation to enable our customers to locate the nearest charging stations, authenticate charging transactions, set charge levels, make payments, check the charging status and obtain transaction history. We pay Electrify America a recurring annual fee for these non-exclusive API services. The agreement expires in March 2025 and may be extended by mutual agreement.

We want the VinFast ownership experience to be connected; connections between us, our vehicle owners and the VinFast community. This owner’s community will be accessible for interaction through our companion app, in-vehicle features and through our in-person showrooms and centers. All of our smart services will be

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accessible within one-touch and will provide a seamless end-to-end journey through our cloud-based ecosystem. Our contact center and VinFast advisors will be there to meet the demands of our owner’s community. The graphic below exhibits our end-to-end service platform accessible on our companion app:

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The VinFast Go-To-Market Strategy

Putting our customers at the center of everything we do, we plan to employ a multi-channel model in our global rollout. We aim to deliver a best-in-class digital customer journey and seamless experience across our digital platforms along with strategically located brick-and-mortar showrooms in our key target markets outside of Vietnam.

Our approach is to integrate a digital, online opportunity to experience and customize the vehicles and then to support that interaction with the option to interact directly with the vehicles in brick-and-mortar showrooms, as well as through test drives and other customer touch-points. Our vehicles are easy to find, incorporating search engine optimization to our targeted audience. We offer 360 degree car configurations to customize vehicles online and in-store and compare models through our “build and price” feature. Customers will create online profiles to enable preferences and a personalized sales approach.

The entire seamless and personalized O2O process will continue to expand into the delivery, after-sales services and maintenance of the VinFast ownership experience. The unique VinFast ID for each customer will connect and synchronize their engagement data with the brand on all the channels: website, companion app and physical showrooms.

Our in-person experience will be encapsulated by our self-owned offline distribution network, including strategically located showrooms with after-sales services and capabilities. We are building out three different showroom variations, depending on the location and size of our space. We think it is important for our drivers to have a tangible location to not only purchase our vehicles, but also gather and interact in the context of our overall VinFast ecosystem.

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We plan to replicate the same level of versatility and service of our showrooms in Vietnam to the U.S. and other geographies. Each of our showroom models outside of Vietnam will serve different purposes for our ecosystem:



3S Showroom • A One-Stop-Shop for customers • Sales, Services, Spare parts		2S Showroom • Services, Spare parts


1S Showroom • Sales • Located in high traffic areas / shopping malls

In each market where we have showrooms, we also plan to utilize third-party dealers in order to broaden our distribution model to reach a greater number of potential customers. We envision indirect sales through dealers increasing in the medium to long-term, while the majority of sales in our initial rollout would be through our multi-channel direct sales model.

We utilize an experiential marketing strategy that places customers at the core of all marketing touch points and provides them with an authentic brand experience that creates a trusting and emotional connection with us. Our experiential marketing initiatives include showcasing our vehicles at major industry events (e.g. auto shows and technology conferences), hosted events (e.g. factory visits, showcase tours in major cities and VinFast showroom openings), through digital experience platforms (e.g. website car configuration) and through social media. We reward customer loyalty through promotional campaigns for pioneers. We create trust in our brand through brand evangelists, such as media influencers, key opinion leaders and existing customers who have enjoyed their journey with VinFast.

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Our reservation program for our VF e34, VF 5, VF 8, and VF 9 in Vietnam and VF 8 and VF 9 in international markets requires customers to place a small reservation fee with their reservation. Each reservation fee is cancellable and fully refundable without penalty until the customer enters into a sale and purchase agreement for the vehicle they select.

In Vietnam, as of December 31, 2022, we had approximately 90 showrooms under our hybrid sales model, where we use both a D2C approach with our own showrooms as well as through dealers.

Strategic Partnerships

As part of our business strategy, we identify and enter into strategic partnerships with top tier business partners that possess expertise in areas that complement our business. To ensure that our resources are optimally allocated, we choose partners that can offer greater benefits than if we were to invest in such capabilities ourselves.

We have entered into a consultancy service agreement with VinES, a subsidiary of Vingroup, to leverage VinES’ expertise and specialization across the full spectrum of battery R&D, manufacturing, testing, performance, cost optimization and recycling. See “Related Party Transactions — Transactions with Vingroup Affiliates — Agreements with VinES Relating to the Battery Business.” We have partnered with top-tier global companies, including Magna, Tata Technologies and Pininfarina to accelerate the integration of best practices into our processes. We entered into a consultancy services agreement with Magna dated December 30, 2017, pursuant to which Magna agreed to support us in the conceptual and technical development of our ICE vehicles between January 1, 2018 to December 31, 2019 for a fixed service fee. On July 26, 2019, we amended the consultancy services agreement with Magna to provide additional engineering services relating to the implementation of a V8 engine and vehicle elongation for our LUX SA model for an additional fixed fee. On August 26, 2021, we entered into an engineering services agreement with Magna Steyr Automotive Technology (Shanghai) Ltd. for engineering development services relating to our EVs in exchange for a fixed fee. The agreement was amended on September 24, 2021 to expand the scope of work to cover lightweight competitive level evaluation, weight tracking in the design phase and support weight homologation for an additional fee. On December 12, 2022, we entered into an addendum pursuant to which the term of the engineering services agreement has been extended to March 31, 2023. In addition, we entered into an agreement with Pininfarina dated April 12, 2022, for Pininfarina to review and advise us on the standards and design of our showrooms and stores. The agreement does not have a fixed termination date but may be terminated by either party upon written notice. Pininfarina is also our primary design partner to ensure each of our vehicles offers a distinctive style.

Share Commitment to Our Environment, Society and Governance

Our ESG Strategy

VinFast’s commitment to ESG initiatives is institutionalized through a thoughtful and forward-looking ESG strategy. We seek to adopt industry leading practices to reduce our carbon footprint and target best-in-class environmental standards. As we believe that our business can be a key part of the charge to a brighter, greener and safer future, we leverage ESG policies as key catalysts for achieving our vision. Our environmental and social policies reflect our commitment to our customers, employees and communities, while our governance structure reflects our core values of fairness, efficiency, accountability and transparency.

Additionally, we recognize the importance of measuring and monitoring the resources that are consumed through the lifecycle of our products. As part of our commitment to transparency we will begin reporting our sustainability information under the automotive framework of the Value Reporting Foundation (formerly the Sustainability Accounting Standards Board) and will carefully consider the changing regulatory frameworks and best practices on ESG reporting requirements, including any reporting requirements regarding climate-related matters and consideration of the provision of climate-related risks and opportunities consistent with the Task Force on Climate-related Financial Disclosures. VinFast is committed to contributing to the climate solution and seeks to be a leader in green business practices.

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We seek to periodically validate our progress in honoring our ESG commitment and to identify areas for improvement. As part of this effort, in 2022, we engaged Morningstar Sustainalytics to perform a broad-based Corporate ESG Assessment of our company covering seven distinct ESG categories: carbon – product and services; human capital; product governance; business ethics; carbon-own operations; human rights – supply chain; and corporate governance. We received an overall indicative Corporate ESG Assessment score of 23.3, which places us in the “medium risk” category as of July 2022. Our indicative score would place us in the top 10 (9th ranked out of 72) of automobile companies and having the top ESG rating (lowest potential risk) compared with other pure EV car companies, in each case among companies assessed by Sustainalytics.

Environmental

VinFast believes that an environmentally sustainable business model creates long-term value for our shareholders as well as all our stakeholders, suppliers, policymakers and our customers. Environmental sustainability is helping inform our decision making, and is helping drive our transition from being a manufacturer of ICE vehicles to a pure play electric mobility company focusing on EVs. This transition allows us to be hyper-focused on endeavoring to deliver next generation transportation that can have a positive impact on the environment and the societies we interact with.

We place great emphasis on energy conservation and carbon reduction policies in our production process as a means to play our part in the global effort towards mitigating the impacts of climate change. In 2021, we reduced our Scope 1 and 2 greenhouse gas (“GHG”) emissions by 20% when compared to 2019. In addition, various measures have been taken in the VinFast factory – such as using entirely LED lighting, and installing timers for outdoor and landscape lighting – to help reduce energy consumption. The factory also takes advantage of thermal inertia to adjust the switch-on / switch-off time of paint cure ovens and liquid-based cooling systems at the end of each work shift. In our ongoing operations, we aim to raise staff awareness on environmental protection measures, address climate change, and manage waste treatment systems at our facilities. These steps help support our efforts to reduce our carbon footprint and to target best in class environmental standards that seek to minimize energy use and moderate water consumption.

We are cognizant of emissions throughout the lifecycle of our product and have various initiatives to help us monitor them. One of the ways is through our strategic partnership with VinES, a subsidiary of Vingroup. VinES is not only the supplier of batteries in our vehicles, but also a sustainable energy solution provider. We seek to promote the ethical handling of batteries at the end of their useful life, and VinES plan to assist with the recycling or repurpose of EV batteries.

We target leading industry practices in our manufacturing process, by looking to limit the impact of waste and placing strict controls on waste treatment processes and systems. For instance, we have installed exhaust filters and heat circulation systems to control the release of pollutants from our operations. Additionally, we have put in place a centralized wastewater treatment system at our automotive paint shop, coupled with a non-water and non-chemicals-based paint separation system, in an effort to minimize effluent discharge into the environment. We are committed to each of our projects complying with International Finance Corporation Performance Standards for environmental and social sustainability and continue to promote the effective use of our limited natural resources.

VinFast remains committed to supporting environmental stewardship in Vietnam through research into new technologies that can further our offering of Vietnamese-branded electric cars, scooters and buses in the future. As we scale our business further, we believe we are well-positioned to leverage the environmental policies in place to build a sustainable business that contributes to the transition of the world to a low-carbon future.

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Social

Commitment to Society

Our slogan “Boundless Together” affirms our desire to partner with communities in driving the EV revolution. A core pillar of our mission and vision is improving the communities in which we operate. From the planning phase of our development, we sought to align our efforts with international best practice social performance standards. We have also adopted lessons learned from Vingroup’s experience of corporate social responsibility efforts to drive positive social impact. VinFast supports local communities by providing medical support to local health authorities, prioritizing local residents in recruiting and supporting the conservation of local cultural sites. Our social management system sets the foundation for our ambition to further our social and charitable efforts.

Commitment to Data Privacy

Given the amount of personal data and information integrated into our VinFast Infotainment and Connected Driver systems, we place a considerable level of focus on cybersecurity in order to seek to securely protect our drivers’ personal data. All data is be stored in our cloud-based secure warehouse, and all payment information will be facilitated through customized blockchain-powered payments without relying on traditional credit-card payment details.

Product Safety

As our name suggests (“Vietnam – Style – Safety – Creativity – Pioneer” in Vietnamese), safety for drivers and pedestrians is of utmost importance to VinFast. We have implemented facial recognition features that enable our system to learn the driver’s behavior and detect driver drowsiness, as well as automatic emergency call functions. Our VF 8 and VF 9 models have been designed to meet 5-star NHTSA and EURO N-CAP safety ratings, leveraging our technology and the partnerships we have developed. In 2020, our unwavering commitment to the highest class of safety ratings was applauded by industry experts who presented us with the “Excellent Award for New Manufacturer Safety Commitment.” By embracing innovation and accelerating the advancement of technology, we are committed to pushing the boundaries of the customer experience while helping to inspire a safer tomorrow.

Commitment to our Employees

“Boundless Together” is a mindset, attitude and way of living. Respect for our employees is a key pillar of this mindset and stems from Vingroup’s historical track record of outstanding human resource policies. In 2020, Vingroup was honored by the Prime Minister of Vietnam as one of Vietnam’s Outstanding Enterprises for Employees.

Commitment to Diversity, Equity and Inclusion

Our vision of a cleaner, smarter and more accessible future underpins our commitment to diversity, equity and inclusion. VinFast promotes fairness, transparency and teamwork to create a workplace with boundless possibilities. We manage and promote employees on the basis of their performance, providing equal opportunity for every individual. VinFast is committed to providing an inclusive work environment where all individuals can succeed and grow. We do not tolerate harassment or discrimination on the basis of race, color, religion, religious creed, sex, national origin, ancestry, age, physical or mental disability, medical condition, genetic information, military and veteran status, marital status, pregnancy, gender, gender identity or expression, sexual orientation, or any other characteristic protected by local law, regulation or ordinance. VinFast takes gender parity seriously and women comprised up to 50% of the VinFast board of directors. In addition to competitive compensation and benefits, we provide to our employees over 750 online and offline courses in leadership management and training. In 2022, we delivered approximately 390,000 hours of professional training to our employees.

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Commitment to Employee Safety

Our desire to break through existing boundaries inspires us to adopt a comprehensive approach to safety training. In addition to adhering to Vietnamese laws and applicable regulatory standards within the countries we operate, we provide robust pre-employment training, undertake regular risk assessments, perform regular workplace safety monitoring, audit (internal and external) and training. Our health and safety policy is ISO 45001 compliant. Our philosophy on employee safety measures is rooted in taking a proactive approach to identifying potential hazards and developing corrective and preventative measures.

Supply Chain

Our mission to ‘create a more sustainable future for all’, influences our supply chain decisions. How we make things and who we partner with carries as much importance as the end product itself. We work hard to keep our relationships with our suppliers robust, respectful, and resilient so that our supply chain can make a real difference in the drive toward innovation and lighter impact on the environment. This requires collaboration, trust, deep understanding, transparency, and a focus on the well-being of people who help make our products. Each supplier selected by VinFast must meet a number of criteria, including legal compliance, quality standards, capacity, labor relations, social impact and environmental protection.

VinFast has a Supplier Code of Conduct which provides a framework for suppliers in regards to their responsible business conduct and set out steps to help mitigate any adverse effects on human rights, labor rights, environmental protection and anti-corruption practices. As of December 31, 2022, 76% of our suppliers have adopted international standards as part of their environmental management systems. VinFast, as part of its ongoing approach to ESG matters, will continue to consider emerging and relevant issues for incorporation into its Supplier Code of Conduct and that are particularly relevant to VinFast’s relationships with its suppliers.

Governance

We believe that setting a high bar for corporate governance is an important way for a newly US-listed Singaporean company to create long term stakeholder value for our founders, shareholders, employees and community. The governance structure established by VinFast is based on the principles of transparency and accountability and provides for continuous improvement. Our board will consist of six directors, including two who qualify as independent within the requirements of Rule 10A-3 under the Exchange Act.

Committees of the board include the audit, compensation and nominating and corporate governance committee. Each member of the audit committee has been determined to be “independent” per Rule 10A-3(b)1 under the Exchange Act and meet the requirements for financial literacy under the applicable rules and regulations of the SEC. Our committees will have established charters which clearly outline responsibilities and roles.

The governance model guides the managerial system to allow for the management plan to continue to serve the interests of our company and its shareholders, as well as to balance the interests of other stakeholders. VinFast’s corporate governance drives our company’s strong growth, high efficiency, and sustainable development while maintaining our company’s core values of fairness, efficiency, accountability and transparency. These values are aligned with our mission and inspired by the success of our parent, Vingroup.

We plan for ESG issues to be represented at the highest level of decision making and to be reported to be a standing item at every board meeting as we are committed to minimizing the environmental impacts of our operations and enhancing the efficiency of our operations and upholding strong governance and ethical standards in conducting our activities and throughout our value chain. The nominating and corporate governance committee of the board of directors will oversee ESG matters pursuant to its charter. VinFast’s CEO is responsible for monitoring, managing and setting targets related to environmental and social initiatives.

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Corporate governance is overseen by the Board of Directors. Our director qualification standards and selection criteria reflect the importance of building a highly-experienced, diverse and globally-sourced team. Half of our directors identify as women, reflecting our focus on gender-diversity and equality.

VinFast has prioritized protecting the ability of our founders to continue driving toward that vision by retaining majority shares to allow for a thoughtful calibration of long-term objectives with short-term demands. Upon the completion of this offering, our board will consist of six directors, including two independent directors who qualify as independent within the independence requirements of Rule 10A-3 under the Exchange Act and the independence requirements of Nasdaq.

Prior to the completion of this offering, we will adopt a Code of Business Conduct and Ethics, which will cover a broad range of matters including the handling of conflicts of interest, compliance issues and other corporate policies such as equal opportunity and non-discrimination standards. This Code of Business Conduct and Ethics will apply to all of our executive officers, board members and employees. As a part of our business code of conduct, we will have a separate policy which governs prevention of money-laundering, bribery and corruption, internal transaction controls and sanctions of laws of other countries to be compiled with, to avoid impact on VinFast operations. The policy will apply to all employees, including trainees and may apply to suppliers and related persons.

Further details about our governance policies and procedures can be found in “Management — Committees of the Board of Directors.”

Our People

Our global leadership team, led by our Managing Director and Global CEO, Ms. Le Thi Thu Thuy, is responsible for the strategic direction of our company across our target markets. Our country-level leadership teams, led by our country-level chief executive officers, are responsible for implementing our global strategy in their respective markets as well as developing in-market initiatives to address specific market conditions and customer requirements that are unique to their markets.

In February 2023, we consolidated our U.S. and Canada operations and management into a single unit, VinFast North America, which is headquartered in Los Angeles, California. This consolidation is intended to optimize our operations and achieve greater efficiency and cost management, leading to improved operational and financial performance.

As of January 31, 2023, we had 15,879 employees. The following table sets forth a breakdown of our employees categorized by function as of January 31, 2023:


Function	Number of Employees		Percentage
Research and Development		983		6.2%
Sales and Marketing		2,330		14.7%
Manufacturing		11,505		72.5%
General and Administration		753		4.7%
Operations		308		1.9%

Total		15,879		100.00%

As of January 31, 2023, approximately 97% of our employees were based in Vietnam, and 3% of our employees were based in our international offices.

Our success depends on our ability to attract, retain and motivate qualified employees. We offer employees competitive compensation packages and a positive, dynamic and creative work environment. We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes or work stoppages. No collective bargaining agreement has been put in place.

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We enter into standard labor contracts with our employees. We also enter into standard confidentiality agreements with all of our employees.

Facilities

We manufacture our vehicles at our manufacturing facility in Hai Phong, Vietnam, which we have leased from our affiliate, VHIZ JSC, since February 2022 when we transferred the facility to VHIZ JSC. For more information, see “Related Party Transactions — Asset Transfer to VHIZ JSC.” The manufacturing facility is located on a 348 hectare land area, the majority of which will be leased by VHIZ JSC from the Department of Natural Resources and Environment of Hai Phong City (as authorized by the People’s Committee of Hai Phong City) as a result of the project transfer to VHIZ JSC. The Hai Phong manufacturing facility has a production site spanning over nine million square feet. As of December 31, 2022, the utilization rate of our Hai Phong manufacturing facility was approximately 10%.

Our manufacturing facility in Hai Phong houses an integrated, on-site production line which includes, metal assembly, plastic molding, interior component production, and electronic device manufacturing. These shops contribute the majority of the final parts to our vehicles and supply much of the structures, housings, and components for our batteries and e-motors. Through the use of more than 500 specialized tools and systems across metal sub-assembly and press lines, our metal assembly shop can supply metal parts to approximately 130,000 vehicles per year. Our injection plastic shop supplies 90% of the plastic components installed in our EVs, which increases our localization rates and reduces our costs and waste from unnecessary packaging and transportation. Our interior shop uses an integrated robotic system to manufacture seats, instrument panels, door trims and consoles for more than 90,000 vehicles per year. We plan to expand our interior shop’s capacity by more than four times the current capacity. Finally, our electronic device shop can produce electronic EV components for approximately 250,000 vehicles per year. We believe this vertically-integrated manufacturing set-up provides us with multiple cost-saving levers due to increased control over sourcing, redesign flexibility, improved production planning and quality control.

We intend to expand our Hai Phong facility and open additional factories globally in order to expand our global maximum production capacity to a rate of up to 1,100,000 vehicles per year by 2026 (assuming the realization of expected growth in demand for our EVs and the availability of financing for, and timely and on-budget completion of, capacity expansion projects). In 2022, we entered into a series of agreements with North Carolina state and local authorities to build a large-scale manufacturing center at the Triangle Innovation Point megasite in North Carolina. The facility is expected to be built across a site that covers an area of approximately 712 hectares, with three main areas: (i) VinFast EV and e-bus production and assembly; (ii) on-site EV battery production, which will be operated by VinES; and (iii) an on-site integrated supplier park to support our production operations. Consummation of the definitive agreements relating to the project is subject to due diligence and government approval. Pre-construction work for phase 1 of the factory commenced in the third quarter of 2022, with commissioning targeted for the 2025. The initial capacity of phase 1 is expected to be 150,000 vehicles per year, with the site, layout and infrastructure of the facility designed to accommodate further capacity expansion to 250,000 vehicles per year upon completion of phase 2. Vehicles expected to be produced at the site include, but are not limited to, the VF 8 and VF 9. We expect our capital expenditures for the construction of the Triangle Innovation Point manufacturing center will be approximately $1.4 billion for the first phase of the center’s development, of which $96.8 million (including capitalized interest) has been incurred and recorded as construction in progress as of December 31, 2022.

Intellectual Property

We protect, use and defend our IP in support of our business objectives to increase our return on investment, enhance our competitive position and create shareholder value. We rely on a combination of owned, jointly owned and licensed patents, trade secrets, copyrights, service marks, trademarks, domains, contractual terms and enforcement mechanisms across various international jurisdictions to establish and protect intellectual property rights related to our current and future business and operations.

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Pursuant to the intercompany intellectual property license agreement with Vingroup, Vingroup has granted us a perpetual, exclusive, sub-licensable, royalty-bearing license to exercise various trademarks that we use in our business. Such trademarks include our trade name, our logo, our EV names, such as VINFAST VF 5, VINFAST VF 6, VINFAST VF 7, VINFAST VF 8 and VINFAST VF 9, and our e-scooter names, such as Klara, Theon and Feliz. See “Related Party Transactions — Transactions with Vingroup Affiliates — IT, IP Licensing and R&D Agreements.” Vingroup has registered our tradename, logo and V line design worldwide, while our EV and e-scooter names have been registered in our target markets. The validity period of each trademark registration varies based on the regulations of the country in which it is registered and generally ranges from 10 to 20 years. Such trademark registrations are renewable on an ongoing basis during the relevant validity period.

We and Vingroup have submitted and registered our industrial designs for various car models in our key markets, including the U.S., Europe and Southeast Asia. Our VF 5, VF 6, VF 7 and VF 8 industrial design are submitted and registered under us, whereas our VF 9 industrial design is submitted and registered under Vingroup. The validity period of each registration certificate varies based on the regulations of the country in which it is registered but is typically five years and may be renewed for additional five-year periods, up to a maximum of 15 to 25 years.

We partner with third-party technology partners by entering into various service and development agreements to develop advanced technologies that complement our own technology R&D activities (“Developed Technology”). Pursuant to such agreements, we may acquire sole or joint ownership over the resulting patents or other intellectual property rights. The Developed Technology includes:

software, hardware and intellectual property rights developed pursuant to a purchase order dated October 5, 2021, relating to the development of the ADAS system for use in vehicle projects for Eco and Plus variants of our vehicle models, which we acquired all necessary, perpetual and complete licenses for global use of any of the provider’s intellectual property incorporated into the services or deliverables solely for the purpose of obtaining the benefit of such services or deliverables;

inventions, intellectual property, copy rights and source codes developed pursuant to an engineering service contract dated August 26, 2021 (as amended) relating to engineering development services for our EVs, which we acquired sole ownership of such technology. In addition, we received a license to use the intellectual property incorporated in the technology;

know-how, inventions and patents (excluding software) developed (“Foreground IP”) pursuant to service contracts dated December 9, 2020 (as amended), and July 16, 2021, relating to the development of the EDS system for use in our EV platform in the U.S. Market in A-, B- and C-segment EVs, which we have received an exclusive intellectual property right for the Foreground IP. We have also received a non-exclusive, royalty-free right to use any software generated through the Foreground IP. In addition, we also received a non-exclusive, royalty free right to use the intellectual property incorporated in the technology;

inventions and intellectual property developed pursuant to development agreements dated January 26, 2021 (as amended) and April 22, 2021 (as amended) relating to a vehicle engineering design and development and an aftersales engineering design, to which we received exclusive rights. In addition, we received a non-exclusive right to use, and title over, the intellectual property incorporated in the technology;

software developed pursuant to purchase orders dated January 27, 2022, March 25, 2022 and April 15, 2022, relating to the development of a cybersecurity EDS controller, infotainment-related engineering consultancy services and offshore engineering activities, for which we acquired sole ownership. In addition, we received a non-exclusive, non-transferable, royalty-free license to use the intellectual property incorporated in such technology;

software developed pursuant to an automotive master license and services agreement dated June 29, 2021 (as amended) relating to the development of infotainment features and the integration of such

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features with cloud bundles and apps for the eCockpit Android platform, for which we received a non-exclusive, non-transferrable, worldwide and irrevocable right to use. The license is effective from the date of the agreement until June 30, 2027 and shall automatically renew for additional one-year terms unless either party terminates the agreement;

works, inventions, designs, specifications, project documents, and any other materials developed pursuant to a vehicle design and development engineering turnkey services agreement dated November 23, 2021, relating to the design and development of our VF 5 model, which we acquired sole ownership of. In addition, we received the title and interest over the intellectual property incorporated in such technology;

works, copyright and intellectual property developed pursuant to a master service agreement dated October 12, 2021, relating to the engineering development support of the electrical & electronic delivery and the full vehicle turnkey engineering for our EVs, which we acquired sole ownership. In addition, we received a license to use the intellectual property incorporated in such technology; and

intellectual property developed pursuant to purchase orders dated October 6, 2021, October 7, 2021 and March 17, 2022, relating to the electrical and electronics testing and validation of our EV and ADAS L3 development support, which we acquired sole ownership. In addition, we received a non-exclusive, non-transferable, royalty-free license to use our technology partner’s background or proprietary intellectual property incorporated in such technology.

We have also entered into a number of technology transfer transactions and license agreements with various experienced business partners for the acquisition of various technologies, licenses, intellectual properties and know-hows (“Licensed Technology”) to design, develop, manufacture, sell, distribute and service our vehicles (including EVs). The Licensed Technology include:

technology, know-how and intellectual property rights relating to the production of a certain type of e-motor for use in EVs, for which we acquired an irrevocable, non-cancellable, perpetual and non-exclusive license to use such technology pursuant to a product development and technology transfer agreement dated May 18, 2020, as amended;

technology, know-how, trade secrets and intellectual property rights relating to the production of an in-hub brushless DC electric motor for use in electric motorcycles, for which we have received an irrevocable, non-cancellable, perpetual and non-exclusive license to use such technology pursuant to a technology transfer agreement effective July 2, 2020;

software, design files, technical documentation and associated intellectual property rights relating to a certain electric and electronic architecture for use in automobiles, and the production of a “3-in-1 product” comprising an energy management unit with a combined on-board charger, DC-DC converter and high voltage power distribution unit (excluding the cold block), for which we have received a non-exclusive, irrevocable, non-sub-licensable and non-transferable license to use such technology and manufacture the 3-in-1 product, pursuant to a technology license agreement effective March 3, 2022. The license is valid for a period of 10 years from the date of the agreement; and

intellectual property rights relating to E/E architecture parts and systems, for which we acquired irrevocable, non-exclusive, world-wide, perpetual, non-transferable and non-assignable license to use pursuant to a license agreement dated April 6, 2022.

In addition, we have access to certain technical assistance related to the Licensed Technology, such as direct access to the licensor’s component and spare parts suppliers. These arrangements aid in accelerating the development and commercialization of our technology.

Insurance

We have limited liability insurance coverage for our products and business operations. We maintain commercial general liability, commercial automobile liability, product liability, excess liability, workers’

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compensation, employment practices liability and directors’ and officers’ insurance policies as well as a plan to cover all mandatory insurance policies, Pursuant to Vietnam regulations, we provide social insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees based in Vietnam. We also purchase additional commercial health insurance to increase the insurance coverage of our employees. We do not maintain business interruption insurance or key-man insurance. We believe that our insurance coverage is in line with industry standards and are adequate to cover our key assets, facilities and liabilities.

Legal Proceedings

We are currently not a party to any material legal or administrative proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising from the ordinary course of business. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

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REGULATION

Certain of our operations, properties and products are subject to stringent and comprehensive national, federal, state, and local laws and regulations governing matters including the release or discharge of materials into the environment, including air emissions and wastewater discharges, environmental protection, occupational health and safety and data privacy. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of investigatory and remedial obligations and the issuance of orders enjoining some or all of our operations in affected areas.

We are also subject to permitting, registration, and other government approval requirements under environmental, health and safety laws and regulations applicable in the jurisdictions in which we operate. Those requirements obligate us to obtain permits, registrations, and other government approvals from one or more governmental agencies to conduct our operations and sell our products. The requirements vary depending on the location where our regulated activities are conducted.

Canada

Licensing and Permitting

At this stage, in Canada, we are focusing on British Columbia (“BC”), Ontario (“ON”), and Quebec (“QC”). In order to sell vehicles directly to consumers, as well as dealers, in BC and ON, a manufacturer must register as a motor vehicle dealer in each such province. If the manufacturer’s activities will be limited to selling vehicles to other licensed dealers in BC and ON, it may register as a wholesaler in BC and ON. The registration requirements and process for a wholesaler in BC and ON are the same as for a retail dealer, except that retail premises are not required in the case of a wholesaler registration.

In BC, applications to register as a motor vehicle dealer must also be accompanied by an application for a salesperson license for each of the premises that it operates, as the sale of a motor vehicle to a consumer must be completed through a licensed salesperson. In ON, individuals employed by a motor vehicle dealer to trade or sell motor vehicles must also be registered as a sales person. In both BC and ON, motor vehicle dealers must maintain a business premise to display motor vehicles and a motor vehicle repair facility, or, in the case of BC, evidence a service contract providing access to motor vehicle repair facilities which are satisfactory to the registrar. In addition, the Ontario Motor Vehicle Industry Council requires all dealers in ON to provide a valid municipal permit allowing the sale/display of vehicles, a premises lease that permits the sale/inventory of vehicles and provides unrestricted access to the premises by the dealer and evidence of compliance with the Compulsory Automobile Insurance Act.

Meanwhile, in order to sell vehicles directly to consumers or commercial customers in QC, a manufacturer must register as a road vehicle dealer in QC. Such registration will also permit the manufacturer to sell vehicles to other licensed dealers as well. Road vehicle dealers are required to have an establishment in QC. Moreover, to have a road vehicle dealer permit, the motor vehicle dealer is required to have a municipal certificate for each location and make a payment of a surety bond for each location as well.

Data privacy

The collection, disclosure, use and retention of personal information by companies is regulated in Canada. Companies must ensure they remain transparent, respect individuals’ rights regarding their personal information, obtain appropriate consents and put in place security safeguards before processing personal information of Canadians. A company must designate certain individual(s) that are tasked with ensuring compliance with applicable Canadian privacy laws. Specific requirements may apply depending on the sensitivity of the personal information processed. For instance, in Quebec, biometric databases must be disclosed to the supervisory authority and the use of biometric data is subject to specific requirements. The federal Personal Information Protection and Electronic Documents Act regulates the processing of personal information in the private sector. In addition, each province can also adopt their own laws as is the case for Quebec, British Columbia and Alberta.

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Quebec has recently adopted Bill-64, an amendment of the Act Respecting the Protection of Personal Information in the Private Sector. The first set of amendments from Bill 64 took effect in September 2022, and the remaining two phases will come into force in September 2023 and 2024. Since September 2022, companies are required to (1) delegate a person in charge of the protection of personal information in the organization and publish their contact information on the organization’s website; and (2) set up a process for mandatory reporting of “Confidential Incidents” whereby the Commission d’accès à l’information du Quebec and individuals affected by incidents involving personal information that present a risk of serious injury will be addressed and notified of such incidents. In September 2023, most of the changes under Bill-64 will come into force. Organizations doing business in Quebec will notably need to put in place a privacy compliance program to address the requirements of this act. Notably, transparency obligations related to the processing of personal information will be strengthened, the transfer of personal information outside the province of Quebec will be subject to various conditions and every project involving the processing of personal information will be subject to privacy impact assessments. Breach of this act can result in penalties of up to the greater of CAD $25,000,000 CAD or 4% of the company’s worldwide turnover for the preceding fiscal year. Administrators, directors and representatives of the company can be held accountable for any offenses under this act and may be subject to penalties of up to CAD $100,000.

Under Canadian law, upon the occurrence of a breach of privacy that can create a risk of harm to individuals, companies must disclose details of such incident to the impacted individuals and the applicable supervisory authority, the Privacy Commissioner of Canada, the Privacy Commissioner of Alberta or the Commission d’accès à l’information du Quebec.

Distribution and Retail

Manufacturers and their distributors are exempt from the foregoing license and permit requirements.

The sale of automobiles is subject to consumer protections that vary by province. Each province has consumer protection legislation that details the disclosure that must be included in a sales agreement, as well as specific consumer protection legislation relating to auto-repair services that require that consumers be provided with written estimates, upfront pricing and details of repair and labor in the sales agreement. Sales agreements are binding and do not provide for a cooling-off period. However, dealers are required to provide the most accurate information available regarding the vehicle’s history and key features. Omission of certain information provides buyers with a period of 90 days in which to cancel the sales agreement.

Additional consumer protections apply when the purchase of the vehicle is financed. The Canadian Motor Vehicle Arbitration Plan is a free arbitration program from participating manufacturers that assist consumers in handling disputes about manufacturing defects. Vehicle dealers must inform the buyer if the purchased vehicle qualifies for this program.

Under the Canadian Competition Act, unilateral pricing decisions by a manufacturer can be investigated by the Competition Bureau as a civil matter if they rise to the level of being an abuse of dominant position by that manufacturer.

Charging Stations

In BC, the installation of EV charging stations is governed by local building, electrical and safety regulations. In addition to the BC Electrical Safety Regulation and the Occupation Health and Safety Regulations, each region may also have various applicable regulations, codes, and standards.

The BC Charger Rebate Program offers provincial rebates for the purchase and installation of EV chargers. In order to apply for the BC Charger Rebate Program, a company must obtain a charger installation approval form from the authority having jurisdiction over the property. After obtaining a permit and completing the installation, a certificate of inspection issued by the appropriate authority will be given, which can be submitted for the rebate.

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In ON, the installation of an EV charging station requires the filing of a notification of work/permit with the Electrical Safety Authority. Installation must be carried out by a licensed electrical contractor in compliance with the ON Electrical Safety Code. Once complete, if installation meets the ON Electrical Safety Code and the equipment is certified for use in Canada by a nationally recognized certification agency, the ESA will issue a Certificate of Acceptance.

In QC, the installation of EV charging stations is subject to several laws and regulations which stipulate requirements for a professional engineer or master electrician, as well as installation codes and standards. Charging stations must be certified under the Québec Construction Code and comply with the Québec Construction Code, including displaying the required markings, among other requirements.

There are no provincial regulations around maintenance and repair requirements.

Environmental

Vehicular GHG in respect of light-duty vehicles are regulated under the federal Canadian Environmental Protection Act, 1999 (“CEPA”). In May 2018, the federal government introduced new regulations under the CEPA establishing more stringent greenhouse gas emission standards for heavy-duty vehicles and engines. Imported vehicles must be compliant with regulations aimed at air pollutants and greenhouse gas emissions. A manufacturer will need to provide evidence of its vehicles’ conformity with applicable emission standards (i.e., a certificate of conformity) and submit an import declaration confirming that all prescribed standards and requirements are met and that the importer will have a certificate of conformity for the regulated vehicle and/or engine. The import declaration can be submitted on a transactional basis or in bulk format for a specified duration.

In 2017, a federal government agency, Environment and Climate Change Canada (“ECCC”), released a regulatory framework outlining the proposed design of Canada’s Clean Fuel Standard (“Standard”), which is aimed at helping Canada meet its goal of lowering GHG to 30% below 2005 levels by 2030 as part of Canada’s participation in the Paris Agreement. The Standard includes reducing the carbon footprint of transportation fuels and requires increases in renewable fuel content or the purchase of credits that can be generated through the deployment of energy sources that offset fossil fuels, such as electric vehicles.

Incentives

Federal Incentives for Electric Vehicles

All Canadian purchasers (including individuals, businesses, duly registered not-for-profit organizations and provincial, territorial and municipal governments) qualify for a government subsidy on the purchase of new eligible vehicles. Eligible vehicles include battery-electric vehicles (“BEVs”), hydrogen fuel cell vehicles (“FCVs”) and plug-in hybrid electric vehicles (“PHEVs”). Eligible passenger cars must have a MSRP of less than CAD $55,000 for the base model and CAD $65,000 or less for higher priced versions. Station wagons, pickup trucks (light trucks), sport utility vehicles (SUVs), minivans, vans, and special purpose vehicles with an MSRP of less than CAD $60,000, as well as vehicles with an MSRP of up to CAD $70,000 are also eligible for purchase incentives. There is an incentive of CAD $5,000 off the purchase price of a new fully electric or longer range (greater than 50 kilometers) PHEV and CAD $2,500 off the purchase price of a new shorter range (less than 50 kilometers) PHEV. In order to receive the full amounts of the government incentives, the consumer must purchase the car outright or enter into a lease with a minimum duration of 48 months. The incentive will be prorated for lease duration of less than 48 months (e.g., for a 24-month lease, half of the incentive for that vehicle will be available). The purchase incentive will be applied at the point-of-sale, whether at the dealerships or online. To arrange for the reimbursement of incentive, the dealership must register with Transport Canada and submit the necessary forms to a dedicated online portal.

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The program has been extended to March 2025 and is on a first-come, first-serve basis while funding lasts. Individuals are entitled to receive only one incentive per calendar year under this program. Businesses and provincial and municipal governments operating fleets may only receive up to 10 incentives per calendar year under this program.

Federal Tax Write-Off for Businesses

Businesses purchasing zero-emission light-, medium- and heavy-duty vehicles, including a PHEV with a battery capacity of at least 7 kWh or a fully electric vehicle, may qualify for a 100% tax write-off in the year of purchase. This applies to eligible vehicles purchased on or after March 19, 2019 and before January 1, 2024. Where the price of the vehicle exceeds CAD $55,000, the tax write-off will be capped to CAD $55,000 plus the federal and provincial sales tax that would have been paid if the vehicle was purchased for CAD $55,000. Vehicles in respect of which an incentive has been paid in connection with the purchase are not eligible for the tax write-off.

Incentives for Electric Vehicles in ON

In ON, PHEVs, BEVs and FCVs are eligible for green vehicle license plates, which provide access to all high occupancy vehicle lanes and free access to all high occupancy toll lanes on the highways, even if there is only one person in the vehicle.

Incentives for Electric Vehicles in BC

Clean Energy Vehicle for BC (“CEV for BC”)

BC provides a point-of-sale incentive program for new clean energy vehicles, including light duty BEVs, FCVs, PHEVs and extended range electric vehicles, to eligible purchasers, including individuals, businesses, non-profit organizations and public entities who are residents of British Columbia, based in British Columbia or have British Columbia-based affiliates. Under the program, BEVs, FCVs and PHEVs with a battery range of 85 kilometers or higher are eligible for an incentive of up to CAD $4,000, and PHEVs with a battery range of less than 85 kilometers are eligible for an incentive of up to CAD $2,000. A passenger car must have an MSRP of less than CAD $55,000 and larger vehicles (station wagons, mini-vans, SUVs, small and standard pickup trucks and passenger vans) must have an MSRP of less than CAD $70,000. Prospective purchasers must first apply to the government of British Columbia to determine if they meet an income means test requirement to determine the incentive amount they are entitled. Consumers can apply for the CEV incentive program through dealerships that sell or lease qualifying vehicles. The British Columbia Ministry of Energy and Mines maintains a list of approved vehicles. Manufacturers must submit an application to the Ministry to have their vehicle considered for program eligibility. The Ministry reserves the right to adjust the incentive amounts as necessary based on market performance. The program will run until funds are exhausted.

Exemption from Increase in Provincial Sales Tax Rates

In BC, vehicles with a value of CAD $55,000 or less are subject to a provincial sales tax (“PST”) of 7%, and vehicles that exceed CAD $55,000 are subject to a PST of 8% to 20%. As of February 28, 2022, BEVs, FCVs and PHEVs with a value up to CAD $75,000 are exempt from the increased PST for luxury vehicles and are taxed at the 7% rate. However, BEVs and FCVs that exceed CAD $75,000 are subject to a PST of between 8% to 20%.

Incentives for Electric Vehicles in QC

New Electric Vehicle Incentive

The Québec government provides individuals, businesses, organization and Québec municipalities a rebate of up to CAD $7,000 on the purchase or lease of a new and eligible BEV, PHEV or FCVs with an MSRP of less than CAD $65,000. The program will be maintained until at least March 31, 2027.

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Charging Station Rebates

An owner or lessee of an electric vehicle is eligible to receive CAD $600 in financial assistance for the purchase of a new eligible Level 2 home charging station. Multi-unit residential buildings, businesses, municipalities and certain public bodies can also obtain financial assistance of up to CAD $5,000 to fund the acquisition, lease and installation costs of a new eligible Level 2 charging station.

Transport Green: Technology Acquisition Stream

The Technology Acquisition Stream of Transport Green program offers various financial assistance for the acquisition of green technology that is not covered by other governmental measures by Québec. This financial assistance is available for FCVs with an MSRP over CAD $60,000 and low speed vehicles.

Exemption from Luxury Vehicle Registration Fee

In QC, vehicles with a value exceeding CAD $40,000 are generally subject to an additional registration fee for luxury vehicles of 1% of the excess value. However, BEVs, FCVs and PHEVs with a value up to CAD $75,000 are exempt from the additional registration fee for luxury vehicles. BEVs and FCVs valued between CAD $75,000 to CAD $125,000 are only levied an additional registration fee of 1% of the excess value over CAD $75,000.

Vietnam

Environment, Social and Compliance

On January 1, 2022, the new 2020 Environmental Protection Law came into force. The law requires manufacturers of motor vehicles who discharge wastewater, dust or emission or hazardous waste to obtain an environment permit issued by the Ministry of Natural Resources and Environment. The environment permit imposes various requirements on the manufacturer, including the source and volume of wastewater, dust or emission or hazardous waste permitted to be discharged into the environment; hazardous waste treatment facilities and equipment system required to be put in place; the volume of hazardous waste permitted to be treated; and various other environment protection measures required to be put in place. Under the new 2020 Environmental Protection Law, manufacturers of batteries with a capacity of 600 tons or 200,000 KWh per year, may also be required to prepare an Environmental Impact Assessment Report (“EIAR”), subject to certain conditions.

Manufacturers of motor vehicles in Vietnam are also required to collect and separate ordinary solid waste at the source and enter into a service contract for the collection, transportation and disposal of solid waste. Where the manufacture generates hazardous waste, it is required to collect and classify hazardous waste at the source and re-use, recycle or dispose of hazardous waste or enter into a service contract for the collection, transportation and disposal of hazardous waste.

Manufacturers of motor vehicles in Vietnam are also required to obtain a certificate certifying its compliance with technical safety quality and environmental protection requirements from the Vietnam Register, in accordance with the regulations on the technical safety and environmental safety inspection in the manufacture and assembly of motor vehicles issued by the Ministry of Transport of Vietnam.

Manufacturers or importers of recyclable products (including vehicles, batteries, engine lubricants, tires and electronic or electric devices) must recycle them according to the mandatory recycling rate and specifications, except for products and packages that are exported, temporarily imported or produced or imported for research, learning or testing purposes.

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Charging Stations

Due to the limited use of EVs in Vietnam, there are few regulations governing charging stations. Therefore, EV manufacturers must always consult with relevant government agencies, such as the Ministry of Construction and the Ministry of Transportation, and adhere to their directives.

Emissions

In 2021, the Ministry of Transport issued a national technical regulation governing the emission of fifth level gaseous pollutants for newly assembled, manufactured and imported automobiles, which is the equivalent of the Euro 5 emission standard issued in September 2014. The national technical regulation applies to our current ICE vehicles. Two of our vehicle models, VinFast Lux SA2.0 and Lux A2.0, have been tested and confirmed to meet the Euro 5 emission standard.

In respect of emission regulations for electric cars, the Vietnam Register is in the process of drafting a regulation to amend and supplement national technical regulations on quality, technical safety and environmental protection for automobiles. Such regulations on EVs are intended to serve as a basis for the inspection, assessment, and certification of vehicle quality.

In addition, the Vietnamese government also adopted regulations on GHG emission reduction and adaptation measures to cope with climate change. Under Decree No. 06/2022/ND-CP of the Government on GHG emission reduction and Ozone layer protection, which came into effect on January 07, 2022 (“Decree 06/2022”), GHG-emitting facilities, including our manufacturing facilities, which reach statutory GHG emission thresholds shall conduct an inventory of its GHG emissions and report it to the relevant competent authorities. According to Decree 06/2022, between 2021 to 2025, it is not mandatory to reduce GHG emissions; and from 2026 to 2030, GHG-emitting facilities must conduct an inventory of its GHG emissions, and develop and implement a GHG emission reduction plan according to the allocated GHG emission quota. The exchange, purchase and sale of emission quotas and carbon credits on the domestic carbon market are permitted. As an electric vehicle manufacturer devoted exclusively to producing zero-emission vehicles, we will benefit from these regulations and will be able to sell our carbon credits to other manufacturers in the domestic carbon market.

Incentives

Special Consumption Tax

To stimulate demand for electric vehicle production, a number of preferential tax policies for electric vehicles have been adopted by the National Assembly under Law No. 03/2022/QH15 dated January 11, 2022 (which took effect on March 1, 2022), including a special consumption tax exemption and reduction. Under such tax policies, battery-powered electric vehicles with nine seats or less will be subject to a special consumption tax rate of 3% from March 1, 2022 to the end of February 28, 2027, and 11% from March 1, 2027 onwards. In comparison, the special consumption tax on ICE vehicles with nine seats or less ranges from 35% to 150%, depending on cylinder capacity.

Registration Fee

Customers buying vehicles in Vietnam must pay a registration fee to the tax authority before they may register ownership of and utilize the vehicle. According to Decree No. 10/2022/ND-CP dated January 15, 2022 (which took effect on March 1, 2022), new battery-powered electric vehicles are subject to a first-time registration fee of 0% for 3 years, starting from March 1, 2022. In the following two years (March 2025 to March 2027), the applicable registration fee will be 50% of that of petrol and diesel cars with the same number of seats. The first-time registration fee rate on ICE vehicles is between 10% to 15%, subject to the discretion of the provincial/ municipal People’s Council. Used electric vehicles which are being registered for the second time under a new owner’s name will be subject to a registration fee of 2%, similar to the rate applicable to ICE vehicles.

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Corporate Income Tax (“CIT”) and Land Rental

In the Dinh Vu-Cat Hai economic zone, we enjoy attractive tax incentive schemes designed to encourage long-term industry growth in Hai Phong, a province which the Vietnamese government has designated as an industrial manufacturing and import-export hub. The Vietnamese government currently allows investment projects in economic zones to enjoy a favorable CIT of 10% for 15 years, commencing from the first year in which a company generates income (as compared to the general corporate income tax rate of 20%), and CIT exemption for the first four years, commencing from the first year in which our company generates taxable income, and a 50% reduction on the applicable CIT rate for the following nine years.

According to the new Decree No. 08/2022/ND-CP dated January 10, 2022, manufacturers of vehicles consuming electricity or renewable energy, vehicles with low fuel consumption, or vehicles with low or no emissions will benefit from a CIT of 10%. Official guidance from the tax authorities to provide further clarification on this decree is pending.

In addition, the Vietnamese government issued Decree No. 91/2022/ND-CP (“Decree 91”) dated October 30, 2022 which amended and supplemented Decree No. 126/2020/ND-CP relating to laws on tax administration, including an adjustment on the temporary CIT payment rate. Under Decree 91, the total CIT temporarily paid is increased to four quarters, from the previous three quarters, and cannot be less than 80% of the amount of CIT payable in the final settlement years, compared to the previous threshold of 75%. Late payments of CIT are subject to interest accruing from the date the due date to the date immediately preceding the payment of the outstanding CIT amount.

The Vietnamese government also provides incentives in the form of exemptions from land rental fees for a period of 19 years. In particular, our company was exempted from paying land rental for a total of 22 years, including an exemption of three years during the construction of its manufacturing facility.

Data Privacy

Vietnam does not currently have any specialized laws regulating data privacy. Regulations on personal data protection are provided in a number of legal regulations, including but not limited to Vietnam’s Constitution, Vietnam’s Civil Code 2015, the Law on Electronic Transactions No. 51/2005/QH11, the Law on Information Technology No. 67/2006/QH11, the Law on Protection of Consumers’ Rights No. 59/2010/QH12, the Law on Cybersecurity No. 24/2018/QH14, the Law on Cyber Information Security No. 86/2015/QH13, the Law on Access to Information No. 104/2016/QH13 and the respective implementing regulations.

The Ministry of Information and Communication (“MIC”) is the supervisory authority for information security.

The fundamental principles for the processing of personal data are as follows: (i) collection, storage, use, disclosure and transfer of any information which are the personal data of any individual must be notified to and consented by such individual, unless otherwise required by the competent authority or by law; (ii) the scope and purpose of the collection and use of the personal data of an individual must be clearly and openly notified to and consented by such individual; and (iii) the collected information must be kept confidential and must be used in line with the consented purposes.

The collection, processing and use of personal data in the network environment are also subject to the following additional principles: (i) the relevant individual must be informed of the following details: the form and place of data collection and processing, and the scope and purpose of the collection and use of the personal data; (ii) the collected personal data must only be stored for a given period as required by law or as agreed by the relevant parties; (iii) necessary managerial and technical measures must be taken to ensure that personal data shall not be lost, stolen, disclosed, modified or destroyed; and (iv) necessary measures must be immediately taken upon the receipt of a request to re-inspect, correct or destroy information; such personal data should not be provided or used until such matter is corrected.

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The collection, disclosure and transfer of information regarding customers’ cyber information, e-commerce activities, and banking activities (applicable to credit institutions or branches of credit institutions) do not require customer consent in the following cases: (i) information was publicized on e-commerce websites; (ii) customers’ data is collected, disclosed and transferred for the purposes of signing, modifying or performing contracts in which customers use information, products or services in the network environment; (iii) calculating charges for use of information, products or services in the network environment; and (iv) performing obligations required by law or by competent authorities in accordance with regulations.

On February 9, 2021, the Ministry of Public Security issued a draft decree on personal data protection. This Decree, after being promulgated, will be Vietnam’s first comprehensive law on personal data and shall regulate personal data processing, personal data protection measures, the Personal Data Protection Commission, the handling of personal data breaches and the responsibility of relevant agencies, organizations and individuals in respect of personal data protection. On March 7, 2022, the Government issued a resolution to approve, amongst others, the contents of the draft decree on personal data protection by the Ministry of Public Security, following which the decree on personal data protection is expected to be put into effect in the near future.

United States

Licensing

While distribution laws vary from state to state, a distribution entity is generally required in order to distribute automobiles in the U.S. The distribution entity may be a subsidiary or affiliate of an OEM. The dealer must be licensed by the state in which vehicles are sold and be physically present in that state. To obtain a dealer license, a new vehicle dealer must have an agreement with an OEM or the distributors of the vehicles they will sell. Other common dealership requirements include surety bonds, physical requirements for dealership locations (office space, display space, signage, etc.), completion of educational courses by dealer employees, fingerprints and background checks for dealer leadership, and insurance requirements. Dealership requirements are set by state agencies (typically state Departments of Motor Vehicles (“DMV”)) so requirements vary depending on the dealership location. In California, the distribution entity needs to obtain a California distributor’s license from the California DMV to distribute new vehicles.

In addition to a distribution entity, a dealership entity is also generally required to be set up. This new dealership entity must obtain a dealer’s license from the California DMV for an initial dealership location to sell vehicles in California. Each subsequent dealership location in California will need its own branch dealership license from the California DMV. To obtain the dealership license, the location must be inspected by a California DMV and it must meet certain requirements and be properly zoned for automotive sales. In California, it is dealership entities that open vehicle showrooms.

Additional local licensing requirements may apply depending on the location of the dealership, including environmental permits related to the disposal of waste products and tires. Different local municipalities will have different requirements for the types of licenses needed to operate a sales and service location.

Nonetheless, a dealer entity will typically require:

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business permit for automotive sales and services – if the location is not in an area zoned for the sale and service of automobiles, the dealer would need to petition the local authorities for special zoning permission;

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environmental permits;

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seller permit – a state sales tax certificate relating to the collection and payment of sales tax;

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building location permits – depends on the location of the dealer and type of lease;

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salesperson license – salespersons may be required to pass a background check and apply for a license with a state agency, with requirements varying by state. In California, any employee of a dealer that sells vehicles or vehicle contracts or supervises vehicle sales or contracts, must be licensed;

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US Environmental Protection Agency range testing;

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Insurance Institute for Highway Safety crash testing and rating of vehicle safety performance;

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registered fictitious business name if operating under a name other than the registered legal entity name; and

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public display of the licenses of the vehicle salespersons and dealers in the showrooms.

Emissions

The EPA and the CARB have comprehensive regulations for passenger vehicles and light duty trucks that apply throughout the full useful life of the vehicle. Since the 1970s, the EPA has established mandatory emissions standards for ‘criteria pollutants’ (e.g., NOx, PM, CO, and HC) that have become progressively more stringent. Since the 1980s, the National Highway Traffic Safety Administration (“NHTSA”) has enforced fleet-wide standards for fuel economy. More recently, the EPA and CARB started to regulate GHG through progressively more rigorous mandatory fleet-wide standards. In addition, California has established a zero emissions vehicle program requiring manufacturers’ annual sales to include a certain fraction of electric or hybrid vehicles. Both the EPA and CARB have warranty requirements for emission-related components and require reporting and potential penalties or recalls for emission-related defects.

Pursuant to the Clean Air Act, emissions certifications are granted by the EPA on an annual basis for all vehicles sold in a given model year. The State of California has developed its own separate emissions certification and enforcement program for new vehicles sold in the state of California, which requires the submission of a separate application and test results for vehicles sold in California. In recent years, a number of states have adopted the California certification program pursuant to Section 177 of the Clean Air Act (“Section 177 States”), which has historically imposed more stringent emissions standards for certain pollutants. New automobiles can only be sold in the U.S. after the receipt of a Certificate of Conformity from the EPA, or, in California or a Section 177 State after receiving approving executive orders from CARB.

While electric vehicles are arguably not required to comply with the Clean Air Act because they do not produce exhaust emissions, by subjecting their vehicles to EPA scrutiny and standards, electric vehicle manufacturers may generate federal GHG emissions credits, which are available to foreign or domestic vehicle manufacturers who over-comply with federal GHG emission standards. Such credits may be sold to other manufacturers. California and the Section 177 States have additional programs under which manufacturers may generate credits for selling and distributing ZEVs, BEVs, FCEVs and PHEVs based on battery capacity, including electric vehicles and vehicles that over-comply with the California emissions standards. Manufacturers who produce more ZEV credits than they are required to hold under the ZEV mandate may bank or sell their excess credits to other manufacturers for a profit through private negotiations.

Under the California and Section 177 States credit program, foreign and domestic vehicle manufacturers may also receive GHG credits for meeting more stringent GHG emissions standards for their vehicles sold and distributed in California or a Section 177 State. Manufacturers with excess California and Section 177 States credits may sell them to other manufacturers for a profit through private negotiations. State GHG emissions credits retain their value for up to five model years going forward, and may be used to cover a credit deficit or noncompliance up to five years prior.

If any emission-related defects are found in twenty-five or more vehicles of the same model year, the manufacturer must notify the EPA within fifteen working days. A manufacturer may decide to conduct a voluntary recall, or the EPA may require a recall, to address the emission-related defect. California has its own

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emissions defect reporting and recall requirements, which are similar to the federal provisions. The CARB requires manufacturers to file emission warranty information reports when warranty claims for an emission-related part reach 25% of the vehicles in an engine family or 1% of the vehicles in a test group during a quarter. If the warranty claims rate reaches higher targets, additional reporting is required, including field information reports and emissions information reports.

Labeling and Advertisements

Once a vehicle is certified as meeting all applicable federal motor vehicle safety standards (“FMVSS”), a certification label affirming compliance with FMVSS standards is applied to the vehicle.

In addition to the certification label, a number of other labeling requirements may apply to vehicles or replacement parts, including:

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Proposition 65, California’s “right-to-know” chemical warning law – mandates certain warnings for products that are known to cause exposure to certain listed hazardous chemicals;

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NHTSA New Car Assessment Program Rating requirement – requires new vehicles to display a label indicating its safety rating based on NHTSA testing or that the rating is not yet available;

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Country of origin – new vehicles must be labeled with information about the country of origin of the vehicle parts, the final assembly point for the vehicle and the country of origin for the engine and transmission;

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Pricing label – shows pricing information and other information known as a “Monroney label;”

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Fuel economy label – indicates the vehicle’s fuel economy and greenhouse gas emission performance;

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Theft prevention labels – certain vehicle parts and replacement parts, such as the engine, fender, door and bumper, must be labeled with the vehicle’s VIN in order to facilitate tracing and recovery of stolen parts, subject to certain exemption; and

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Airbag warning – the NHTSA crash protection standard, FMVSS 208, includes requirements for sun visor and dashboard labels warning of the dangers of airbags for child occupants.

In the U.S., advertising and promotional activities are regulated at both the state and federal level. At the state level, state attorneys general enforce requirements such as “truth in advertising” and other consumer protection provisions. At the federal level, the Federal Trade Commission (“FTC”) enforces standards aimed at preventing fraud, deception and unfair business practices. The FTC Act prohibits unfair or deceptive advertising, and requires that advertising to be truthful and claims be substantiated.

Incentives

There are incentives targeted at encouraging investments in the U.S. EV market, including federal incentives for the production of alternative fuel vehicles or investments in the infrastructure to support such production. For example, pursuant to the IRA, the Advanced Manufacturing Production Credit (45X) is available to EV manufacturers that manufacture EV components, such as battery cells and modules, and process certain critical minerals in North America. The amount of the tax credit varies based on the eligible component produced and sold and is calculated on a per component basis. Further, under the IRA, automakers are no longer subject to a cap of 200,000 tax credits but must comply with several additional eligibility requirements, including conducting final assemblies of vehicles in North America, a cap on vehicle MSRP and restrictions on the country of origin of battery components. Meanwhile, under the IRA, the 45W tax credit extends to our U.S. financing partners a clean vehicle credit of up to $7,500 that our partners can use to reduce the lease price of VinFast vehicles offered to customers and thereby indirectly benefit such customers.

The IRA provides tax credits in connection with the purchase of certain EVs through 2032. However, in order for the purchase of an EV to qualify for such credits, the EV must satisfy certain requirements, including,

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among others, that a specified percentage of the value of the battery components in the EV be manufactured or assembled in North America, the final assembly of the vehicle be conducted in North America, the retail price of the vehicle not exceed a specified threshold which varies by vehicle type and eligible taxpayers must have incomes below certain thresholds. Our EVs currently produced in Vietnam for export to the U.S. are not qualified for the tax credits under the IRA. In 2022, we entered into a series of agreements with North Carolina state and local authorities to build a manufacturing facility spanning across a site measuring approximately 712 hectares in North Carolina. Commissioning of the facility is targeted for 2025. Once this facility commences operations and final assembly of our EVs, our customers in the U.S. may be able to be entitled to this tax credit, subject to, among other things, their income eligibility as well as our ability to meet requirements on battery components and critical minerals. We are monitoring for the issuance of the detailed guidance on these requirements by the U.S. Treasury, which is expected by the end of 2022, and will evaluate its implications on our supply chain ecosystem in order to satisfy such requirements.

In some cases, state and local governments may provide additional incentives.

For example, in California, rebates are available at the state and county levels for consumers who purchase (or in some cases, lease) qualifying zero emission vehicles, including electric vehicles. Under the state-run Clean Vehicle Rebate Project, qualifying consumers may receive up to $2,000 or more (depending on their household income) for purchasing or leasing a plug-in electric vehicle. Manufacturers must apply to CARB to have their vehicles included in the program, which is expected to be effective through at least 2023. Similar state programs exist in other states, such as New York, Maryland, Oregon and Colorado, though there may be some limitations on vehicle price.

Environmental

The following requirements for environmental permitting apply to companies engaged in manufacturing or other industrial activities in the U.S.:

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air permits for stationary sources of air pollutants under the Clean Air Act or state/local air permitting regulations;

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wastewater treatment permits for wastewater discharges from industrial facilities under the Clean Water Act or state/local water permitting regulations; and

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waste disposal permits for any hazardous wastes under the Resource Conservation and Recovery Act or state/local hazardous waste disposal regulations.

Data Privacy

U.S. data privacy law is a mix of national, state and local privacy laws and regulations, and there is no comprehensive national privacy law in the U.S. The U.S. does however have privacy and data security laws at the federal level that are sector-specific, as well as privacy laws at the state (and local) level. Federal privacy laws and regulations generally apply to financial institutions, telecommunications companies, credit reporting agencies and healthcare providers, as well as to driving records, children’s privacy, email marketing and telemarketing. The Federal Trade Commission may bring enforcement actions against companies that engage in the collection, use or other processing of personal data that constitutes unfair or deceptive trade practices, or that violates a company’s privacy policies. Additionally, laws, regulations and standards covering marketing and advertising activities conducted by telephone, email, mobile devices and the Internet, may be applicable to businesses.

Several U.S. states also have privacy and data security laws and regulations that are more restrictive than the federal sector-specific laws. Generally, each state’s laws apply to personal data about residents of that state or activities that occur within that state. For instance, California has a number of state privacy and data security

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laws, including the California Consumer Privacy Act, which imposes restrictions on the collection, use and disclosure of personal data, and which has been further amended through the California Consumer Privacy Rights Act.

European Union

Licensing

There are no harmonized rules under EU law stipulating any general requirements for starting business operations in Europe, such as general business or trading licenses, registrations or approvals. Where a company starts business activities in Germany this will trigger the obligation to make a general business registration with the competent local authority by means of a trade registration (Gewerbeanmeldung) as per the requirements set out under the German Trade Regulation (Gewerbeordnung). This registration requirement generally applies to any kind of business operations conducted in Germany (i.e., including, but not limited to, automotive-related businesses). The German Trade Regulation is neither a permit nor a license, but just a registration. There is no registration requirement to start business operations in France.

There is no general trade registration or trading license requirements for doing business in Netherlands. However, each company in the Netherlands must register with the Dutch trade register. Technically speaking there is no legal requirement, but in practice “acknowledgements” from the National Vehicle and Driving License Registration Authority (“RDW”) are required for adequately selling vehicles.

Distribution

The legal rules governing commercial agency relationships (agents who promote sales in the name of and on behalf of the principal) are to some extent harmonized under the European Commercial Agency Directive (86/653/EEC) (“CAD”). The CAD governs various aspects of the commercial agency relationship, including commission claims, minimum notice periods, compensation or indemnity claims upon termination of the agency contract and post-contractual non-compete obligations. The CAD is an EU Directive and as such, is not directly applicable in the EU Member States but needs to be transposed into the laws of each EU Member State. Individual national laws may provide for additional rules and national interpretations of the CAD.

The distribution of new vehicles is generally regulated via Art. 101 and 102 of the Treaty of the Functioning of the European Union (“TFEU”), the respective Block Exemption Regulations (EU Regulation 2022/720 of May 10, 2022 on the application of Article 101(3) of the TFEU to categories of vertical agreements and concerted practices and Regulation n°461/2010 relative to after sales activities). Under the Block Exemption Regulations, OEMs and principals must not prevent members of a selective distribution system from selling spare parts to independent repairers, except if the said spare parts are bought for the purpose of resale, prevent a supplier of spare parts from selling its goods to operators outside the network or to end users, or prevent a supplier of components from placing its trademark or logo on a component supplied for the initial assembly of a motor vehicle.

Other than the Block Exemption Regulations, the rules governing distributorship relationships vary by EU member state. For example, in Germany, there are laws governing minimum notice periods for termination of a distributorship, indemnity claims upon termination and take back obligations for unsold vehicles. French distributorship laws and case laws also cover minimum notice periods and indemnity claims upon termination, though they do not impose a take back obligation for unsold vehicles.

In the Netherlands, since there is no legal framework for a distributorship, there are no obligations when it comes to minimum notice periods for termination, indemnity claims upon termination and take back obligations for unsold vehicles. Directive 2000/53/EC provides specific regulatory requirements for the take-back of end-of-life vehicles, such as material coding, treatment obligation, collection system obligation, information and monitoring requirements. Directive 2006/66/EC provides regulatory requirements for batteries and accumulators, and respective end-of-life processes to be followed.

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Type Approval and Emissions

In the EU, under Framework Regulation (EU) 2018/858, the placing on the market, registration or entry into service of vehicles, including systems, components and technical units, require type-approval. Type-approvals granted under the EU type-approval system are recognized throughout the EU. An EU type-approval will not expire so long as all relevant type-approval requirements are complied with.

Pursuant to Regulation (EU) 2019/631, a manufacturer must ensure that its average carbon dioxide emission does not exceed its set carbon dioxide emission targets for a fleet of newly registered vehicles. The carbon dioxide emission values are measured during the type-approval process to verify the carbon dioxide emission values declared by the manufacturer for a specific vehicle type. Based on the registrations made by a manufacturer in a given year, where the manufacturer’s average specific CO2 emissions exceed its specific emissions target, the EU Commission imposes an excess emissions premium of €95 per g CO2/kilometer of excess emission per newly registered vehicle. However, manufacturers responsible for fewer than 1,000 newly registered vehicles per year are generally exempted from meeting a specific emissions target.

Vehicles can only be made available on the market, registered or enter into service if they are accompanied by a valid certificate of conformity. The manufacturer must issue a certificate of conformity to accompany each vehicle manufactured. Further, the manufacturer must establish appropriate procedures that ensure that the series production of vehicles, systems and components conforms to the procedure required for the approved vehicle type.

As part of the type-approval process, manufacturers must also obtain an approval with respect to emissions (“ETA”). In order to obtain such approvals, the manufacturer must demonstrate compliance with specified limit values for regulated pollutants through test reports issued by an accredited technical service, such as the WLTP.

There are other regulatory regulations relevant for the automotive sector, particularly with regard to environmental protection and safety, which are harmonized at the EU level.

Incentives

Almost all EU Member States have adopted various measures to stimulate demand for BEVs, PHEVs and FCEVs.

For example, in Germany, consumers may receive up to €9,000 in environmental bonuses for the purchase and lease of certain new and used BEVs, PHEVs and FCEVs registered before December 31, 2022 that varies based on the vehicle purchase price, with the government of Germany to provide up to €6,000 and the remainder to come from the manufacturer. However, based on current government plans, government support will be gradually phased out between 2023 and 2024. Starting in 2023, all EV (and fuel-cell vehicles) up to a net list price (excluding special equipment) of €40,000 will receive €4,500 from public funds. For vehicles priced between €40,000 and €65,000, the state will subsidize up to €3,000 for new EV purchases, a decrease from the €5,000 in support from public funds prior to 2023. EVs priced over €65,000 and plug-in hybrids will no longer be subsidized. In addition, only private individuals are able to benefit from the scheme after September 1, 2023 – company cars and other vehicles used for commercial purposes will no longer be eligible. Further changes are planned for January 1, 2024, when the assessment limit for EVs will be set at a maximum net list price of €45,000, with the government to provide a subsidy of up to €3,000.

Newly registered BEVs are also exempt from vehicle taxes for a period of 10 years, with such program set to expire on December 31, 2030. If the vehicle changes hands within these 10 years, the new vehicle owner will also enjoy the tax exemption for the remaining period. Meanwhile, since July 1, 2020, electric company cars with a gross list price of up to €60,000 is only taxed at 0.25% of the gross list price. PHEVs and electric vehicles with a higher gross list price are subject to a tax of 0.5%. In comparison, the tax on private use company cars with combustion engines is 1.0% of the gross list price of the car. There are also no taxes on charging services for BEVs and PHEVs provided to employees on the employer’s premises until the end of 2030.

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In the Netherlands, the subsidy scheme for private individuals’ electric passenger vehicles provides certain incentives for the purchase of electric passenger vehicles, even if the battery is leased. Consumers in the Netherlands can receive this subsidy in the following cases: (1) purchasing a new EV, (2) purchasing a used EV, (3) leasing a new EV or (4) leasing a used EV, and if the contract between the consumer and the seller is concluded in the same year as the consumer’s application of the subsidy. There is a yearly subsidy scheme budget in the Netherlands, in 2023, this budget is €67,000,000 for newly purchased/leased EVs and €32,400,000 for purchased/leased used EVs. A consumer in the Netherlands can obtain a subsidy in the amount of €2,950 when purchasing or leasing a new EV with a value between € 12,000 and € 45,000. When a consumer purchases or leases a used EV within the aforementioned value range (the value considered is the value when the EV was sold when it was new, so the original new value) then the consumer can apply for a subsidy of € 2.000. The subsidy will be gradually phased out until 2025. Meanwhile, under the Private Motor Vehicle and Motorcycle Tax (“BPM”) Act, tax benefits are determined based on carbon dioxide emissions. For fully electric cars, no BPM tax is payable. Such tax benefits are available until 2024.

In France, EV purchasers are eligible to receive ecological bonuses ranging from €1,000 to €7,000, depending on the purchase price of the vehicle and the consumer type. Such amount is subject to change annually. In addition to the ecological bonuses, consumers may be eligible for a conversion bonus of up to €5,000, an additional bonus of up to €1,000 or incentives for vehicle scrappage, subject to the satisfaction of certain conditions. Starting in 2023, pursuant to Decree No. 2022-1761 issued on December 30, 2022, certain of these conditions have been modified as follows:

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the maximum amount of the ecological bonus applicable to private cars and light trucks for households with low income was increased to €7,000 (€5,000 for households with higher income);

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the ecological bonus and the conversion bonus for private cars whose purchase price is higher than €47,000 or weighs heavier than 2.4 tons was abolished;

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the number of ecological bonuses that can be granted to a natural person for the acquisition of a new private car, a van, or a two- or three-wheeled motor vehicle or motor quadricycle has been limited to a maximum of one ecological for every three years;

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the conversion bonus and the retrofit bonus for high income households was abolished;

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the maximum amount of the conversion bonus and the retrofit bonus applicable for the purchase or conversion of a passenger car or light truck for low income households that are considered “heavy drivers,” a person whose distance between his or her home and place of work is more than 30 kilometers or a person who drives more than 12,000 kilometers per year with his or her own vehicle due to professional reasons, was increased to €6,000; and

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the conversion bonus for low income households was increased by €1,000 for low emission areas with an additional €2,000 if other local non-state subsidies are granted.

In addition, some member states of the EU offer state-funded vehicle scrappage schemes that provide financial incentives for the replacement of old vehicles with new vehicles.

There are also a number of government-funded research and development programs in the automotive industry within the EU. Many of these programs focus on projects related to electric mobility and autonomous driving.

Data Protection

GDPR

European data protection requirements are mainly based on the principle right of informational self-determination. The processing of personal data of EU data subjects is strictly regulated by the General Data

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Protection Regulation (EU) 2016/679 (the “GDPR”), which went into effect in May 2018. The GDPR aims to protect the privacy and personal data of individual and provides a set of rules and principles that organizations must follow when collecting, processing, and storing personal data, including requirements for obtaining consent, providing clear and concise privacy notices, and implementing appropriate data security measures. Connected cars collect and process a significant amount of personal data, such as location, driving behavior, and preferences.

Under the GDPR, the transfer of personal data to countries outside of the EU is subject to certain requirements to ensure that the data remains protected to the same level as it would be within the EU. These requirements are designed to safeguard the privacy and security of personal data, even when it is transferred to countries that may have different data protection laws and regulations. The current status of data transfers outside the EU is that they are subject to a higher level of scrutiny and additional requirements to ensure that personal data is adequately protected. Organizations must assess the laws and regulations of the destination country, use SCCs or other appropriate safeguards, and ensure that they have implemented appropriate data protection measures to safeguard personal data.

The European Data Protection Board (“EDPB”), adopted in January 28, 2020, is a guideline for processing personal data in connected vehicles and mobility-related applications. It further reiterated the rights of car owners as well as people that are associated with the car.

GDPR UK - BREXIT

Following the United Kingdom’s exit from the EU, the GDPR has been transposed into the national laws of the United Kingdom (the “UK GDPR”). The GDPR/UK GDPR applies to any operations in the EU and United Kingdom and any processing of the personal data of EU and United Kingdom data subjects, including customer and prospect data, employee data or data related to connected vehicles. The GDPR includes the seven principles of (i) lawfulness, fairness and transparency, (ii) purpose limitation, (iii) data minimization, (iv) accuracy, (v) storage limitation, (vi) integrity and confidentiality (security) and (vii) accountability. The GDPR/UK GDPR contains strict rules limiting, amongst others, the transfer of data from the European Economic Area and the United Kingdom, to countries in which a comparable level of protection cannot be ensured unless the parties to the transfer have established a legal basis for the transfer and implemented specific safeguards to protect the transferred personal data. Following the invalidation of the EU-U.S. Privacy Shield framework, the European Commission’s Standard Contractual Clauses (along with an international data transfer addendum to the European Commission’s Standard Contractual Clauses for UK international data transfers) and the United Kingdom International Data Transfer Agreement permit personal data transfers from the EU or the UK to other countries without having to first obtain a determination by the European Commission that such non-EU country has an adequate level of data protection in place such that the transfer is permitted without requiring additional data protection safeguards or measures.

ePrivacy Directive and expected ePrivacy Regulation

A variety of marketing techniques and practices, including email and social media marketing, online targeted advertising and cookie-based processing to sell products and services and to attract new consumers, are subject to various current and future data protection laws and obligations that govern marketing and advertising practices. Governmental authorities continue to evaluate the privacy implications inherent in the use of third-party “cookies” and other methods of online tracking for behavioral advertising and other purposes, such as by regulating the level of consumer notice and consent required before a company can employ cookies or other electronic tracking tools or use data gathered with such tools.

In the EU and United Kingdom, marketing is defined broadly to include any promotional materials and the ePrivacy Directive sets forth rules on e-marketing. In the EU, the ePrivacy Directive is expected to be replaced by a new ePrivacy Regulation, the timing for implementation of this regulation remains uncertain. The current

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draft of the ePrivacy Regulation imposes additional opt-in e-marketing rules with limited exceptions for business to business communications within the EU and significantly increases the amount of fines to €10 million or 2% of the annual global revenues of the noncompliant company, whichever is greater. The UK has implemented the ePrivacy Directive into national law through the U.K. Privacy and Electronic Communications Regulation 2003. The enactment of the ePrivacy Regulation in the EU will have no bearings on the UK. Thus, following the enactment of the ePrivacy Regulation, companies may be subject to, and be required to comply with, a separate and additional legal regime with respect to ePrivacy, which may result in substantial costs and may necessitate changes to business practices.

Non-compliance

Companies subject to the GDPR or UK GDPR face increased compliance obligations and risks, including more robust regulatory enforcement of data protection requirements, an order prohibiting processing of EU or UK data subject personal data and administrative fines for noncompliance of up to €20 million, £17.5 million or 4% of the annual global revenues of the noncompliant company or group of companies, whichever is greater. Companies may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs and fees.

EU Data Act

The EU Data Act is a proposed regulation that aims to modernize and harmonize the EU’s legal framework for data protection and privacy. While the Data Act is still in the proposal stage and has not yet been passed into law, it could have a significant impact on the car industry in Europe if and when it is enacted. One potential impact of the Data Act on the car industry is that it could increase the regulatory burden on car manufacturers and service providers that collect and process personal data from connected cars. The Data Act would require these organizations to comply with a range of new data protection and privacy requirements, including requirements for data minimization, purpose limitation, and data subject rights. This could increase compliance costs and create new challenges for organizations that are already grappling with complex data protection and privacy regulations.

Other EU Regulations Applicable to Manufacturers and Service Providers of Connected Cars

The Network and Information Security (“NIS”) (Directive 2016/1148), which replaces the NIS 2 Directive (Directive 2022/2555) and sets forth measures required to be implemented for a high common level of cyber security across the EU, has come into effect. EU member states must incorporate the provisions of the regulation into their national law by October 2024. The Radio Equipment Directive (“RED”) is an EU directive that sets out the requirements for safety and health protection, electromagnetic compatibility, and efficient use of radio spectrum for radio equipment. The RED applies to any organization that manufactures or imports radio equipment in the EU.

The Product Liability Directive is an EU directive that sets out the requirements for product liability. The Product Liability Directive applies to any organization that manufactures or imports products in the EU.

The Cybersecurity Act is an EU regulation that sets out the framework for the establishment of an EU-wide cybersecurity certification schemes. The Cybersecurity Act applies to any organization that manufactures or provides information technology and computer products and services in the EU.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.


Directors and Executive Officers	Age		Position/Title
Pham Nhat Vuong		55	Chairman and Director
Le Thi Thu Thuy		49	Managing Director and Global CEO
Ngan Wan Sing Winston		62	Independent Director
Ling Chung Yee, Roy		46	Independent Director
Pham Nguyen Anh Thu		42	Director
Nguyen Thi Van Trinh		49	Director
David Thomas Mansfield		47	Chief Financial Officer (“CFO”)
Michael Scott Johnson		62	Deputy CEO responsible for Global Manufacturing
Le Mai Tuyet Trinh		48	Deputy CEO responsible for Information Technology
Stuart Iain Taylor		51	Deputy CEO responsible for Smart Services

Unless otherwise indicated, the business address of each director and executive officer is Dinh Vu – Cat Hai Economic Zone, Cat Hai Islands, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam.

Pham Nhat Vuong. Mr. Pham has served as the Chairman of our board of directors since March 2022, and previously served as Chairman of the board of directors of Vingroup. He has a long track record as an entrepreneur both inside and outside Vietnam. He established Vingroup’s core businesses, starting with its two initial brands, Vinpearl and Vincom in 2001 and 2002, respectively. He is also the founder of Technocom Co. Ltd., Ukraine. Mr. Pham received his bachelor’s degree in geoeconomic engineering from Russian State Geological Prospecting University.

Le Thi Thu Thuy. Ms. Le has served as a member of our board of directors, the Managing Director of our board of directors and our Global CEO since March 2022. She also holds the position of Vice Chairwoman of Vingroup. Ms. Le is also a Chartered Financial Analyst Charter holder. Previously, Ms. Le was a Vice President at Lehman Brothers for Japan, Thailand and Singapore from 2000 to 2008. Ms. Le received her bachelor’s degree economics from Hanoi Foreign Trade University and her Master of Business Administration, with a major in Finance, from the International University of Japan.

Ngan Wan Sing Winston. Mr. Ngan has served as a member of our board of directors since March 2022. He is an Independent Non-Executive Director of HSBC Bank (Singapore) Limited and Azalea Asset Management Pte. Ltd. since March 2021 and January 2022, respectively. He also serves as a member of the Board of Trustee of SNEC Health Research Endowment Fund and a committee member of the SingHealth Fund-SNEC Institute Fund. In addition, he is a member of the Institute of Singapore Chartered Accountants and the Chartered Professional Accountants of Ontario, Canada. He is a certified public accountant in Australia. Previously, Mr. Ngan was the Non-Executive President of the Society for the Physically Disabled and a partner and the Head of Audit of Financial Services Singapore and ASEAN at Ernst & Young LLP. Mr. Ngan received his bachelor of science degree in electronic and electrical engineering from Loughborough University of Technology, United Kingdom, where he graduated with first class honors, and received his Master of Business Administration (Accounting) from York University, Canada.

Ling Chung Yee Roy. Mr. Ling has served as a member of our board of directors since March 2022 and was previously an Independent Director at Vingroup. He is the Chief Executive Officer and Founder of FollowTrade Pte. Ltd. since May 2021. He is an Independent Board Director at several listed companies in Asia, such as Amplefield Ltd. since February 2019, United Food Holdings Ltd. since November 2015, and Ley Choon Group Holdings Ltd. since September 2015. He is also an Adjunct Professor in Finance at the SKEMA Business School and an Academic Program Director at SMU Academy. Mr. Ling was previously an Independent Board Director

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at various listed companies, including Vingroup, Debao Property Development Ltd. From February 2019 to October 2022, Sino Grandness Food Industry Group Ltd. from December 2019 to October 2020, Ace Achieve Infocom Ltd. from 2018 to 2020, Pine Capital Group Ltd. January 2018 to March 2019, Arion Entertainment Singapore Ltd. from February 2013 to July 2018, Chaswood Resources Holdings Ltd. from December 2017 to June 2018 and China Flexible Packaging Holdings Ltd. from March 2013 to October 2017. Mr. Ling is a seasoned corporate finance veteran and held senior positions with JPMorgan, Lehman Brothers, Goldman Sachs and Salomon Smith Barney. His expertise is in digital finance, sustainable investing and Asia real estate, and he completed some of the highest-profile advisory and capital market transactions in the region. Mr. Ling is a former Board Director of the CFA Society of Japan. Mr. Ling received a bachelor’s degree in business administration from the National University of Singapore, where he graduated with honors, and received his Global Executive Master of Business Administration from INSEAD.

Pham Nguyen Anh Thu. Ms. Pham has served as a member of our board of directors since March 2022. Previously, Ms. Pham held several positions within Vingroup, including Chief Investment Officer since March 2017. Ms. Pham’s past experience includes serving as the Head of Investment Banking for Vietnam with Barclays Bank PLC, and fixed income investment analyst at OCBC Bank and Lion Global Investors in Singapore. Ms. Pham is also a Chartered Financial Analyst Charter holder. Ms. Pham received her bachelor’s degree in engineering from the National University of Singapore, where she graduated with first class honors.

Nguyen Thi Van Trinh. Ms. Nguyen has served as a member of our board of directors since March 2022. Ms. Nguyen has served as the Director of Asian Star since March 2006. She is also a director at several companies in Singapore, including Vingroup Global Pte. Ltd. since May 2019, Vingroup Investment Pte. Ltd. since April 2019 and Affinitee Holding Pte. Ltd. since February 2018. Ms. Nguyen received her bachelor’s degree in international commercial trade from the Foreign Trade University in Vietnam.

David Thomas Mansfield. Mr. Mansfield has served as our CFO since February 2022. Prior to his appointment in our company, he held the position of Deputy CEO of Finance & Investment of VinFast Vietnam since February 2021. Prior to these roles, Mr. Mansfield held various senior positions at financial institutions, including Managing Director at BlueFire AI from November 2018 to March 2020, Managing Director, Head of APAC Corporate Derivatives Trading at JP Morgan from January 2012 to November 2018 and Director, Head of APAC Delta 1 trading at Credit Suisse from March 2008 to October 2011. Mr. Mansfield received his bachelor’s degree in mathematics from Dublin University, Trinity College, where he graduated first class.

Michael Scott Johnson. Mr. Johnson has served as our Deputy Chief Executive Officer responsible for Global Manufacturing since October 2022. Mr. Johnson joined VinFast Vietnam in April 2022 as Head of U.S. Automotive Manufacturing Plant in charge of the North Carolina Plant until August 2022. He then served as Deputy Chief Executive Officer in charge of the Vietnam Automotive Manufacturing Plant of VinFast Vietnam from August 2022 to October 2022, before assuming the position of Deputy Chief Executive Officer responsible for Global Manufacturing at VinFast Vietnam in October 2022. Prior to that, he served as Chief Manufacturing Officer at ICONIQ from February 2019 to April 2022, Director of Global Production Control and Logistics at Faraday Future from April 2016 to January 2019 and Director of Production Control and Logistics at Detroit Manufacturing Systems from May 2015 to March 2016. Mr. Johnson also held various senior international positions at Ford Motor Company between 1985 and 2015, including Manager of Material Planning and Logistics, Regional Manager, General Manager and Director. Mr. Johnson received his bachelor of science degree in industrial engineering and management science from Northwestern University, and his Master of Business Administration/Marketing Management from Northwestern University’s Kellogg School of Management.

Le Mai Tuyet Trinh. Ms. Le has served as our Deputy Chief Executive Officer responsible for Information Technology since October 2022. She has also served as Chief Executive Officer of VIN3S Joint Stock Company (“VIN3S”) since May 2021 and Chief Information Officer at Vingroup from November 2015 to May 2021. Prior to these roles, Ms. Le was Country Leader at Deloitte Consulting Vietnam from January 2011 to November 2015

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and Senior Manager at Deloitte Consulting Southeast Asia from January 2005 to January 2011. She received her bachelor’s degree in English linguistics from Vietnam National University Ho Chi Minh City.

Stuart Iain Taylor. Mr. Taylor has served as our Deputy Chief Executive Officer responsible for Smart Services since October 2022. He joined VinFast Vietnam in August 2022 as Head of Smart Services. Previously, Mr. Taylor served as the Chairman and a member of the board of directors of Autonomic from May 2020 to July 2022. He also held various senior positions at Ford Motor Company between 2005 and 2022, including Executive Director of Enterprise Connectivity from May 2020 to July 2022, Director of Electrical & Electronics Systems Engineering from December 2019 to May 2020 and Director of Infotainment & Connectivity Engineering from October 2016 to December 2019. Between 2004 and 2016, Mr. Taylor held Executive and Director roles for Ford Motor Company in Australia, Brazil, China and the United States. Mr. Taylor received his bachelor’s degree in engineering, specializing in Automotive Electronics, from the University of the West of England, United Kingdom.

Composition of the Board of Directors

Upon the completion of this offering, our board will consist of six directors, including two independent directors who qualify as independent within the independence requirements of Rule 10A-3 under the Exchange Act and the independence requirements of Nasdaq. The number of directors may be changed from time to time by ordinary resolution of our shareholders at general meetings, but shall in any event be not less than two. A director need not be a shareholder of our company and shall not be required to hold any shares of our company by way of qualification.

Term of Office for Directors

We may, by ordinary resolution, remove any director before the expiration of his or her period of office, notwithstanding anything in our constitution or in any agreement between us and such director. We may also, by an ordinary resolution, appoint another person in place of a director removed from office pursuant to the foregoing.

Our constitution provides that our shareholders by ordinary resolution, or our board of directors shall have the power, at any time and from time to time, to appoint any person to be a director either to fill a casual vacancy or as an additional director, provided that the total number of directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with our constitution.

Duties of Directors

Under Singapore law, members of the board of directors of a Singapore company owe certain fiduciary duties towards the company, including a duty to act in good faith in the interests of the company, a duty to act honestly and to use reasonable diligence in the discharge of the duties of their office. Directors generally owe fiduciary duties to the company, and not to the company’s individual shareholders. Our shareholders may not have a direct cause of action against our directors. The company has a right to seek damages if a duty owed by directors is breached.

Subject to applicable law and our constitution, the directors may at their discretion exercise all powers of our Company to borrow or otherwise raise money, to mortgage, charge or hypothecate all or any of the property or business of our Company including any uncalled or called but unpaid capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of our Company or of any third party.

Subject to the Singapore Companies Act, every director who is, in any way, whether directly or indirectly, interested in a transaction or proposed transaction with our Company must as soon as is practicable after the

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relevant facts have come to his or her knowledge declare the nature of his or her interest at a meeting of the directors of the Company, or send a written notice to the Company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the Company. Under our constitution, every director shall observe such provisions of the Singapore Companies Act relating to the disclosure of the interests in transactions or proposed transactions with our Company or of any office or property held by him which might create duties or interests in conflict with his duties or interests as a director. Notwithstanding such disclosure, a Director shall not vote in regard to any transaction or arrangement or any other proposal whatsoever in which he has directly or indirectly a personal material interest. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

Committees of the Board of Directors

Following the completion of this offering, we will be a “foreign private issuer” under the securities laws of the U.S. and Nasdaq’s corporate governance standards. Under the securities laws of the U.S., foreign private issuers are subject to different disclosure requirements than US-domiciled registrants, as well as different financial reporting requirements. Under Nasdaq’s corporate governance standards, a foreign private issuer is subject to less stringent corporate governance requirements. Subject to certain exceptions, the corporate governance standards permit a foreign private issuer to follow its home country practice in lieu of certain listing requirements of Nasdaq. Accordingly, in the future you may not have the same protections afforded to holders of securities of companies that are subject to all of the corporate governance requirements. See also “Risk Factors — Risks Related to the Ownership of Our Securities — We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.”

Audit Committee

Our audit committee will consist of Mr. Ling Chung Yee Roy and Mr. Ngan Wan Sing Winston. Mr. Ling Chung Yee Roy will be the chairman of our audit committee. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the corporate governance rules of Nasdaq. Our board of directors has determined that Mr. Ngan Wan Sing Winston is an audit committee financial expert as defined by the SEC rules and has the requisite financial experience as defined by the corporate governance rules of Nasdaq.

Our board of directors has determined that each member of our audit committee is “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board and committee members.

Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee, which are consistent with the Companies Act (where applicable), the SEC rules and the corporate governance rules of Nasdaq.

The audit committee’s responsibilities will include:

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recommending the appointment and termination of our independent auditors, subject to approval of the shareholders;

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pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

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overseeing the accounting and financial reporting processes of our company and audits of our financial statements, the effectiveness of our internal control over financial reporting and making such reports as may be required of an audit committee under applicable law;

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reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication or filing (or submission, as the case may be) to the SEC;

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•

recommending to the board of directors the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Companies Act (where applicable) as well as approving the yearly or periodic work plan proposed by the internal auditor;

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reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements;

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identifying irregularities in our business administration, inter alia, by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;

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reviewing policies and procedures with respect to transactions (other than transactions related to the compensation or terms of services) between our company and officers and directors, or affiliates of officers or directors, or transactions that are not in the ordinary course of our company’s business and deciding whether to approve such acts and transactions if so required under the Companies Act;

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establishing procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided to such employees; and

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discussing policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which our exposure to such risks is handled, and overseeing management of enterprise risk, including financial and cybersecurity risks and risks related to supply chain, suppliers and service providers.

The audit committee will meet as often as one or more members of the audit committee deem necessary, but in any event will meet at least once during each fiscal quarter. The audit committee will meet at least once per year with our independent accountant, without our executive officers being present.

Compensation Committee

Our compensation committee will consist of Mr. Pham Nhat Vuong, Mr. Ling Chung Yee Roy and Ms. Pham Nguyen Anh Thu. Mr. Pham Nhat Vuong will be the chairman of our compensation committee.

The compensation committee’s responsibilities will include:

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recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Act (where applicable) as well as other compensation policies, incentive- based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Act (where applicable);

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reviewing the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy;

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reviewing and approving the granting of options and other incentive awards to our Chief Executive Officer and other executive officers, including reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers, including evaluating their performance in light of such goals and objectives;

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administering our equity-based compensation plans, including without limitation, making awards to eligible persons under the plans and determining the terms of such awards, and recommending for approval by the board: (i) the adoption of such plans, and (ii) the amendment and interpretation of such plans and the awards and agreements issued pursuant thereto;

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resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders;

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exempting, under certain circumstances, a transaction with our Chief Executive Officer from the approval of our shareholders; and

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•

approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Act (where applicable).

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will consist of Ms. Nguyen Thi Van Trinh, Mr. Pham Nhat Vuong and Ms. Le Thi Thu Thuy. Ms. Le Thi Thu Thuy will be the chairwoman of our nominating and corporate governance committee. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. Our board of directors has adopted a nominating and governance committee charter setting forth the responsibilities of the committee.

The nomination and corporate governance committee’s responsibilities will include:

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overseeing and assisting our board of directors in reviewing and recommending nominees for election as directors;

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assessing the performance of the members of our board of directors;

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establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our board of directors a set of corporate governance guidelines applicable to our business, including but not limited to, the constitution and the charters of our company’s other committees;

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overseeing our ESG risks, strategies, policies, programs and practices to further our business purpose, strategy, culture, values and reputation; and

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performing an annually evaluation of the performance of the committee as well as reviewing and reassessing its charter and submitting any recommended changes to the board of directors for its consideration.

Board’s Role in Risk Oversight

Our board of directors is primarily responsible for developing our risk management framework and overseeing the risk management processes in place across our group. Our board of directors, as a whole, determines our appropriate level of risk, assesses the specific risks that we face and reviews management’s strategies for adequately mitigating and managing the identified risks. Risks that the board of directors considers include those relating to cybersecurity, supply chain, suppliers and service providers. Cybersecurity risk is a key consideration in our board’s management of operational risk, and our board of directors oversees compliance with applicable data protection and data security laws, rules and regulations and promotes a culture of data protection accountability and awareness throughout our company.

In addition to our board of directors administering this risk management oversight function, the audit committee of our board of directors supports our board of directors in discharging its oversight duties. The audit committee considers our company’s policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which our exposure to risk is handled, and oversees management of our enterprise risk, including financial and cybersecurity risks and risks related to supply chain, suppliers and service providers.

Code of Business Conduct and Ethics

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Employment Agreements and Indemnification Agreements

We, or certain of our subsidiaries, have entered into employment agreements with each of our executive officers, which set forth the terms and conditions of each executive’s employment, including base salary, performance-based variable pay compensation and benefit plan participation. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate employment without notice, at any time, for certain acts of the executive officer, such as serious, repeated or continuing breach of our internal policies or guidelines on conduct, any act or conduct which would bring the officer or our company into disrepute, any serious misconduct, unreasonable absenteeism or willful disobedience of our company’s lawful orders, willful refusal to perform all or any duties, insubordination, breach of company secrecy, or violation of the laws and regulations of Singapore. We may also terminate an executive officer’s employment with advanced written notice. The length of such notice period is set out in each contract in accordance with the applicable law of Singapore. Without delivering an advanced written notice, we may also terminate an executive officer’s employment by paying to such officer salary in lieu of notice for the remainder of the relevant notice period. The executive officer may resign at any time by delivering to us an advanced written notice.

In addition, each executive officer has agreed to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, each executive officer has agreed not to (i) solicit from any customer doing business with us during the effective term of the employment agreement business of the same or of a similar nature to our business; (ii) solicit the employment or services of, or hire or engage, any person who is known to be employed or engaged by us; or (iii) otherwise interfere with our business or accounts, including, but not limited to, with respect to any relationship or agreement between any vendor or supplier and us.

We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, and subject to the terms thereof being in compliance with the Singapore Companies Act, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

Compensation of Directors and Executive Officers

The aggregate compensation paid to our directors and executive officers in cash and benefits in kind was VND114.7 billion ($4.9 million) for the year ended December 31, 2022. We and our subsidiaries have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.

Our directors are not entitled, pursuant to their service contracts with us or any of our subsidiaries, to receive any benefits upon termination or resignation from their respective positions as directors. Our executive officers are eligible to participate in our health and welfare plans, including medical benefits, accidental death and disability insurance.

VinFast Incentive Award Plan

Prior to the completion of this offering, we will adopt a VinFast incentive award plan (the “VinFast Award Plan”), under which we may grant cash and equity incentive awards to eligible service providers in order to attract, retain and motivate the talent for which we compete. The material terms of the VinFast Award Plan are summarized below.

Eligibility and Administration. Our employees, consultants and directors, and employees and consultants of our subsidiaries will be eligible to receive awards under the VinFast Award Plan. The VinFast Award Plan will be administered by our board of directors, which we expect will delegate its duties and responsibilities to the compensation committee of our board of directors (referred to as the plan administrator below), subject to certain limitations that may be imposed under applicable law and stock exchange rules. The plan administrator will have the authority to make all determinations and interpretations under the VinFast Award Plan and set the terms and conditions of all awards granted thereunder.

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Limitation on Awards and Shares Available. ordinary shares will initially be reserved for issuance under the VinFast Award Plan. The shares that we issue under the VinFast Award Plan may be newly issued shares or treasury shares. If an award is forfeited, expires or is settled for cash, any shares subject to such award may be used again for new grants under the VinFast Award Plan.

Awards. The VinFast Award Plan will provide for the grant of options, share appreciation rights (“SARs”), restricted shares, dividend equivalents, restricted share units, and other share or cash based awards. All awards under the VinFast Award Plan will be set forth in award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms, post-termination exercise limitations and expiration dates. Any award may be granted subject to vesting and/or payment based on the attainment of specified performance criteria that the plan administrator will be able to select.

Certain Transactions. The plan administrator will have broad discretion to take action under the VinFast Award Plan to prevent the dilution or enlargement of intended benefits, to facilitate certain corporate transactions or events affecting our ordinary shares or to give effect to a change in applicable laws or accounting principles. This includes canceling awards for cash or property, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares subject to outstanding awards and/or with respect to which awards may be granted under the VinFast Award Plan and replacing or terminating awards under the VinFast Award Plan. In addition, in the event of certain non-reciprocal transactions with our shareholders, the plan administrator will make equitable adjustments to awards outstanding under the VinFast Award Plan as it deems appropriate to reflect the transaction.

Plan Amendment and Termination. Our board of directors may amend or terminate the VinFast Award Plan at any time; however, no amendment, other than an amendment that increases the number of shares available under the VinFast Award Plan, may materially and adversely affect an award outstanding under the VinFast Award Plan without the consent of the affected participant. Further, the plan administrator may, without the approval of our shareholders, amend or exchange any outstanding option or SAR to reduce its price per share (a repricing) or cancel any outstanding option or SAR in exchange for cash or an option or SAR with an exercise price that is less than the exercise price of the original option or SAR. Shareholder approval will be obtained for any amendment to the extent necessary to comply with applicable laws.

Following the adoption of the VinFast Award Plan and the closing of this offering, we intend to grant to certain of our directors, officers and employees, including certain members of our senior management team, subject to the approval of our board of directors, a number of restricted stock units equal to $ divided by the initial offering price, which based on the mid-point of the range on the cover of this prospectus would result in the grant of restricted stock units. These restricted stock units would vest over four years on each anniversary of the date of their grant, subject to continued employment with our company.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this prospectus and as adjusted to reflect the sale of our ordinary shares in this offering (assuming the underwriters do not exercise their option to purchase additional ordinary shares), for:

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each of our directors and executive officers;

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all of our directors and executive officers as a group; and

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each person known by us to be the beneficial owner of more than five percent of our ordinary shares.

The calculations in the table below are based on 2,412,852,458 ordinary shares issued and outstanding as of December 31, 2022, and also assumes the issuance and sale of ordinary shares by us in this offering and no exercise of the underwriters’ option to purchase additional ordinary shares from us.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all ordinary shares that they beneficially owned as of December 31, 2022. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of December 31, 2022, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is Dinh Vu – Cat Hai Economic Zone, Cat Hai Islands, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam.


	Ordinary Shares Beneficially Owned Prior to This Offering				Ordinary Shares Beneficially Owned Immediately After This Offering
	Number		%		Number	%
Directors and executive officers:
Pham Nhat Vuong⁽¹⁾		2,412,852,458		100.0
Le Thi Thu Thuy		—		—
Ngan Wan Sing Winston		—		—
Ling Chung Yee, Roy		—		—
Pham Nguyen Anh Thu		—		—
Nguyen Thi Van Trinh		—		—
David Thomas Mansfield		—		—
Michael Scott Johnson		—		—
Le Mai Tuyet Trinh		—		—
Stuart Iain Taylor		—		—

All directors and executive officers as a group

5% shareholders:
Vingroup⁽²⁾		1,243,154,485		51.5
VIG⁽³⁾		807,770,024		33.5
Asian Star⁽⁴⁾		361,927,949		15.0

(1)

Consists of (i) 1,243,154,485 ordinary shares held of record by Vingroup, a public company listed on the Ho Chi Minh Stock Exchange, in which Mr. Pham Nhat Vuong, directly and through a majority-owned affiliate, holds a majority interest, (ii) 807,770,024 ordinary shares held of record by VIG, a joint stock company organized in Vietnam and a majority-owned affiliate of Mr. Pham Nhat Vuong and (iii) 361,927,949

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ordinary shares held of record by Asian Star, a Singapore private company and a wholly-owned affiliate (direct and indirect) of Mr. Pham Nhat Vuong. Mr. Pham Nhat Vuong may be deemed to have beneficial ownership over the shares and exercises voting and investment control over the shares held by Vingroup, VIG and Asian Star.

(2)

Consists of 1,243,154,485 ordinary shares held of record by Vingroup, a public company listed on the Ho Chi Minh Stock Exchange, in which Mr. Pham Nhat Vuong, directly and through a majority-owned affiliate, holds a majority interest. Mr. Pham Nhat Vuong may be deemed to have beneficial ownership over the shares and exercises voting and investment control over the shares held by Vingroup. The address of Vingroup is No 7, Bang Lang 1 Street, Viet Hung Ward, Long Bien District, Hanoi, Vietnam.

(3)

Consists of 807,770,024 ordinary shares held of record by VIG, a joint stock company organized in Vietnam and a majority-owned affiliate of Mr. Pham Nhat Vuong. Mr. Pham Nhat Vuong may be deemed to have beneficial ownership over the shares and exercises voting and investment control over the shares held by VIG. The address of VIG is No. 7, Bang Lang 1 Street, Viet Hung Ward, Long Bien District, Hanoi, Vietnam.

(4)

Consists of 361,927,949 ordinary shares held of record by Asian Star, a Singapore private company and a wholly-owned affiliate of Mr. Pham Nhat Vuong. Mr. Pham Nhat Vuong may be deemed to have beneficial ownership over the shares and exercises voting and investment control over the shares held by Asian Star. The address of Asian Star is 120 Lower Delta Road, #02-05 Cendex Centre, Singapore 169208.

As of the date of this prospectus, none of our ordinary shares are held by any holders of record in the U.S.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

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RELATED PARTY TRANSACTIONS

The Reorganization

To facilitate our initial public offering in the U.S., we established our offshore holding structure through a series of transactions that resulted in VinFast Vietnam’s operations being reorganized under the Singapore-incorporated registrant, VinFast Auto Ltd. As a result of these transactions, the former majority shareholders of VinFast Vietnam, Vingroup and VIG, became the majority shareholders of our company. For more information regarding the Reorganization, including the Recapitalization, see “Corporate History and Structure — Reorganization.”

The ICE Assets Disposal

We fully phased out production of ICE vehicles in early November 2022 in connection with our strategic decision to transform into an EV-only manufacturer. As part of this transformation into an EV-only manufacturer, we transferred various ICE assets to VIG pursuant to the terms of the ICE Assets Disposal Agreements. We refer to these ICE assets disposal transactions as the “ICE Assets Disposal.” For more information regarding the Reorganization and the ICE Assets Disposal, see “Corporate History and Structure — Phase-out of ICE Vehicle Production.”

Vingroup Exchangeable Bonds

On April 29, 2022 and June 4, 2022, our company and Vingroup entered into a number of subscription agreements (the “EB Subscription Agreements”) with certain institutional investors (the “EB Investors”), including an affiliate of funds, vehicles and/or entities managed and/or advised by Kohlberg Kravis Roberts & Co. L.P. or its affiliates, Qatar Holding LLC and an affiliate of Seatown Holdings International Pte. Ltd, pursuant to which Vingroup issued to such investors fixed rate exchangeable bonds with an aggregate principal amount of $625.0 million (the “Exchangeable Bonds”). The Exchangeable Bonds were issued in two closings, on May 10, 2022 and June 10, 2022, but form a single series and rank equally in all respects. As explained below, EB Investors have Deed Poll Exchange Rights (as defined herein) to exchange their Exchangeable Bonds for a specified number of ordinary shares in our company at the Deed Poll Exchange Rate (as defined below), which will be determined at the time of exchange and was initially set based on a valuation of our company of $30 billion in April 2022 at the time that the first EB Subscription Agreements were signed.

The Exchangeable Bonds bear interest at (i) 4.0% per annum until the earlier of May 10, 2024 and the completion of a qualifying liquidity event and (ii) thereafter, 2.0% per annum. In the absence of a qualifying liquidity event, the Exchangeable Bonds bear interest at (i) 4.0% per annum until May 10, 2024 and (ii) thereafter, 2.0% per annum. The Exchangeable Bonds are scheduled to mature on May 10, 2027. The interest is payable by Vingroup. In the context of an initial public offering, a qualifying liquidity event is satisfied if the offering results in proceeds to our company of at least $2 billion.

Vingroup has the right to redeem (i) all Exchangeable Bonds held by a bondholder if such bondholder undergoes a change of control occurs prior to the completion of this offering and (ii) all outstanding Exchangeable Bonds at any time after the first day of the Deed Poll Exchange Period (as defined below) (A) in the event of certain changes in Vietnamese tax laws and regulations, (B) if this offering constitutes a qualifying liquidity event and for a 30 consecutive trading day period commencing during the Deed Poll Exchange Period, the volume weighted average price per ordinary share of our company exceeds 200% of the quotient of $1 million and the Deed Poll Exchange Rate (as defined below) then in effect or (C) if at least 90% in principal amount of the Exchangeable Bonds originally issued have already been exchanged, redeemed or purchased and cancelled.

Each Bondholder has the right to require Vingroup to redeem the Exchangeable Bonds upon the occurrence of certain events, including, but not limited to, (i) a change of control of our company, (ii) certain qualifying

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liquidity events occurring in respect of our company, (iii) certain qualifying liquidity events failing to occur in respect of our company, or (iv) or the delisting of our company from Nasdaq. The amount payable by Vingroup upon redemption depends on the relevant redemption event, timing and other applicable conditions; in certain instances, the amount payable is the amount which would provide the bondholder an agreed minimum internal rate of return.

Vingroup contributed an aggregate VND13,995.4 billion ($592.7 million) of net proceeds from the Exchangeable Bonds issuance to VinFast Vietnam by subscribing for an aggregate of 105,096,876 dividend preferred shares of VinFast Vietnam on May 12, 2022 and June 13, 2022. The dividend preferred shares are non-voting, non-redeemable and entitled to cumulative VND dividends at rate of not more than 6% per annum (on the subscription price of such shares), provided that (i) such dividend rate may vary and is determined based on the interest payable by Vingroup in relation to the Exchangeable Bonds, and also takes into account any costs, taxes and other expenses which are required to be paid by Vingroup in connection the issuance of the Exchangeable Bonds and the payment of such interest and (ii) the payment of such dividend shall not lead to any breach by VinFast Vietnam of its other obligations. Each dividend preferred share will convert into a fully paid ordinary share of VinFast Vietnam at a ratio of one-to-one at Vingroup’s election upon the earlier of (i) the transfer of such dividend preferred shares from Vingroup to our company and (ii) the date falling five years and three months after their issuance (such dividend preferred shares and other shares into which such shares may be converted, the “VinFast Vietnam Shares”).

On July 1, 2022, we entered into a put option agreement (as amended and supplemented) with Vingroup, pursuant to which Vingroup will have the right to require our company to purchase the VinFast Vietnam Shares on the earlier of Vingroup’s receipt of a notice to redeem the Exchangeable Bonds or the maturity date of the Exchangeable Bonds.

Under a deed poll dated April 29, 2022 (the “Deed Poll”), our company has granted to each holder of Exchangeable Bonds rights (the “Deed Poll Exchange Rights”) to receive a specified number of ordinary shares in our company in exchange for each Exchangeable Bond which the relevant holder elects to transfer to our company (the rate of such exchange, the “Deed Poll Exchange Rate”). The Deed Poll Exchange Rights may be exercised from (and including) the tenth trading day after the date falling six months after the completion of this offering to (and including) the 20th trading day prior to the maturity of the Exchangeable Bonds (the “Deed Poll Exchange Period”). Once the Exchangeable Bonds are exchanged for ordinary shares in our company, such shares will be freely transferable.

The initial Deed Poll Exchange Rate is 80,392.16 ordinary shares in our company for each $1 million of Exchangeable Bond, which reflects a valuation of our company of $30 billion in April 2022 at the time that the first EB Subscription Agreements were signed. The Deed Poll Exchange Rate is subject to adjustment upon the occurrence of certain customary events and may also be increased, subject to a cap, on the first day of the Deed Poll Exchange Period based on either (i) the trading price of the ordinary shares of our company at that time or (ii) an exchange rate that would provide the bondholder an agreed minimum internal rate of return. Based on the unadjusted initial Deed Poll Exchange Rate, on an as-exchanged basis (assuming a hypothetical exercise of Deed Poll Exchange Rights immediately upon the completion of this offering and an initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus), the EB Investors would own % of our company immediately upon completion of the exchange of the Exchangeable Bonds.

Upon the exercise of a Deed Poll Exchange Right, our company may elect to pay the relevant bondholder a cash alternative amount instead of delivering ordinary shares in our company.

On or after the settlement of a Deed Poll Exchange Right, our company, as holder of the relevant Exchangeable Bonds, will have the right under the Conditions to exchange such Exchangeable Bonds for VinFast Vietnam Shares (the “Vingroup EB Exchange Right”). Even if the Vingroup EB Exchange Rights are exercised in respect of all of the Exchangeable Bonds, our voting rights in VinFast Vietnam would not change significantly.

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Transactions with Vingroup Affiliates

Loans to VinFast Vietnam

In 2020, 2021 and 2022, our subsidiary, VinFast Vietnam entered into loan agreements (and amendments thereto) with our Vingroup affiliates, Vingroup, Vinhomes, Vinmec International General Hospital Joint Stock Company, Gia Lam Urban Development and Investment LLC, Vincom Retail Joint Stock Company (“Vincom Retail”), Vincom Retail Operation Company Limited, Thai Son Investment and Construction Joint Stock Company, Vinbiotech Research and Manufacturing JSC (later merged into VinBiocare Biotechnology Joint Stock Company), Suoi Hoa Urban Development and Investment Joint Stock Company and Vinpearl, with the proceeds from the loans used for investments in our business operations. The loans are all subject to interest rates ranging from 4.4% to 10.0% per annum. The maturity dates of the loans range from three months to two years from the drawdown date. The highest outstanding balance of these loans between January 1, 2020 and December 31, 2022 was VND50,556.2 billion ($2,141.1 million). As of December 31, 2022, the total amount outstanding under these loans was VND8,172.3 billion ($346.1 million).

Loans from VinFast Vietnam

In 2020 and 2021, our subsidiary, VinFast Vietnam entered into lending agreements with our Vingroup affiliates, VinTech Technology Development Joint Stock Company (“Vintech”), Vinsmart, SADO Trading Commercial Joint Stock Company (“SADO”), Vinpearl, Vietnam Grand Prix Limited Liability Company, Sai Dong Urban Development and Investment Joint Stock Company, Hanoi Southern City Development and Trading Limited Liability Company (which merged into SADO in 2020) and Times Trading Investment and Development One Member Limited Liability Company. The proceeds of the loans were used to fund our affiliates’ business operations. The loans were subject to an interest rate of 9% per annum. The maturity dates of the loans ranged from 12 months to 26 months from the drawdown date. The highest outstanding balance of these loans between January 1, 2020 and December 31, 2022 was VND9,415.5 billion ($398.8 million). As of December 31, 2022, the total amount outstanding under these loans was VND545.4 billion ($23.1 million).

Loan from Asian Star

In December 2022, we entered into a $5.5 million loan contract with our Vingroup affiliate and major shareholder, Asian Star. The proceeds of the loan were used to fund our business activities, including investments and loans to our subsidiaries. The loan is subject to an interest rate of 7.5% per annum. The maturity date of the loan is in June 2023. As of December 31, 2022, the total outstanding amount under this loan contract was $4.0 million.

Transfer of Investments

In 2021, our subsidiaries, VinFast Vietnam and VinFast Commercial and Services Trading Limited Liability Company (“VinFast Commercial and Services Trading”) entered into equity transfer agreements with our Vingroup affiliate, Vinsmart, pursuant to which VinFast Vietnam and VinFast Commercial and Services Trading sold to Vinsmart their 98% equity interest in Huong Hai – Quang Ngai Joint Stock Company for VND441,000.0 million and VinFast Vietnam’s 65% equity interest in VinFast Lithium for VND188,906.3 million.

Capital Contributions into VinFast Vietnam

In 2020, our subsidiary, VinFast Vietnam entered into an agreement for the settlement of outstanding debts and authorization of payment with Pham Nhat Vuong and his relatives, Pham Thu Huong, Pham Thuy Hang and

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Pham Nhat Quan Anh (collectively, the “Individuals”), Vingroup and Cam Ranh Investment Joint Stock Company (“Cam Ranh”), a Vingroup affiliate, pursuant to which (i) Vingroup contributed capital to VinFast Vietnam through the settlement of a portion of VinFast Vietnam’s debt with Vingroup; and (ii) Cam Ranh contributed capital to VinFast Vietnam on behalf of the Individuals through the settlement of a portion of Vingroup’s debt to Cam Ranh, while Vingroup, in turn, settled a portion of VinFast Vietnam’s debt with Vingroup. This amounted to capital contributions via settlement of debt of VND3,564.5 billion ($151.0 million) from the Individuals and VND2,935.5 billion ($124.3 million) from Vingroup.

In March 2022, Vingroup made an advance capital contribution of VND6.0 trillion ($254.1 million) in return for 600,000,000 dividend preferences shares of VinFast Vietnam. The dividend preference shares entitle the holder to annual dividends of 0.01% of the offering price of their dividend preference shares in each year that VinFast Vietnam has positive net retained earnings (after deducting all dividend payments made in that year). Timing for payment of annual dividends on the dividend preference shares shall be determined at the general meeting of shareholders of VinFast Vietnam. The dividend preference shares are transferrable, non-redeemable and carry no voting rights. See also note 20(i) of our consolidated financial statements which details these dividend preference shares (“DPS1”).

In addition, Mr. Pham Nhat Vuong has made a number of capital contributions into VinFast Vietnam, amounting to VND2,931.0 billion ($124.1 million) in 2020 and VND248.0 billion ($10.5 million) in 2021. Each capital contribution was approved by our board of directors. For the year ended December 31, 2022, Mr. Pham Nhat Vuong made a deemed contribution in the form of an upfront cash payment of VND350.0 billion ($14.8 million) to support the estimated extended warranty expenses for ICE vehicle sold from 2019 up until December 31, 2021.

In December 2022, our existing shareholders, Vingroup, VIG and Asian Star made an aggregate $13.5 million of capital contributions into our company in amounts proportionate to their interests in our company. The proceeds from the capital contribution will be used for working capital.

In December 2022, we exchanged VND45,733.7 billion ($1,936.9 million) of our related party borrowings owed to Vingroup for 4,573,371,392 dividend preference shares of VinFast Vietnam. The dividend preference shares entitle the holder to annual dividends of 9.0% of the offering price of their dividend preference shares in each year that VinFast Vietnam has positive net retained earnings (after deducting all dividend payments made in that year). The amount of the dividend can be adjusted upon the agreement of Vingroup and VinFast Vietnam, and the dividend shall be paid at the time determined at the general meeting of shareholders of VinFast Vietnam. The dividend preference shares are transferrable, non-redeemable and carry no voting rights. See also note 20(iii) of our consolidated financial statements which details these dividend preference shares (“DPS4”).

In December 2022, Vingroup assigned the Share Acquisition P-Note that it held, amounting to VND 25.8 trillion ($1.091.9 million), to VinFast Vietnam in return for the issuance of dividend preference shares in VinFast Vietnam, which resulted in the elimination of the remaining payable relating to Share Acquisition P-Notes on a consolidated group basis. The dividend preference shares entitle the holder to annual dividends of 0.01% of the offering price of their dividend preference shares in each year that VinFast Vietnam has positive net retained earnings (after deducting all dividend payments made in that year). Timing for payment of annual dividends on the dividend preference shares shall be determined at the general meeting of shareholders of VinFast Vietnam. The dividend preference shares are transferrable, non-redeemable and carry no voting rights. See “Corporate History and Structure — Reorganization.” See also note 20(iii) of our consolidated financial statements which details these dividend preference shares (“DPS3”). DPS1, DPS3, and DPS4 are recorded as non-controlling interests in our consolidated balance sheets.

Given the financial support extended by Vingroup to VinFast to date, we believe that Vingroup will continue to provide financial support and will not recall any overdue amounts owing to Vingroup (including any claim in relation to amounts invested by Vingroup under DPS1, DPS3 and DPS4).

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Lease Agreements

We lease retail and advertising spaces in Vincom Retail’s shopping malls from Vincom Retail (including Vincom Retail Joint Stock Company and Vincom Retail Operation Company Limited). The majority of the retail leases with Vincom Retail range in length from four to seven years. In 2020, 2021 and 2022, our aggregate lease expenses to Vingroup affiliates were $4.8 million, $7.1 million and $7.9 million, respectively.

VinES leased a warehouse with an area of 750 m²located at Dinh Vu – Cat Hai Economic Zone, Cat Hai Island, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam from us. The lease has been terminated by mutual agreement.

We lease an office space of 5,131m² from Vinhomes. The lease is valid from 2019 to 2025. In 2020, 2021 and 2022, our aggregate lease expenses to Vinhomes were $0.6 million, $0.6 million and $0.6 million, respectively.

Cross-Promotional Activities

We and certain affiliates have entered into various purchase and cooperation agreements to cross-promote products and services within the Vingroup ecosystem. We purchased e-vouchers for resort packages from Vinpearl to distribute as holiday gifts to customers that purchase our vehicles. In 2020, 2021 and 2022, such purchases amounted to VND38.2 billion, VND165.3 billion and VND56.1 billion ($2.4 million), respectively. For the year ended December 31, 2022, we made an advance payment of VND150.0 billion ($6.4 million) to Vinpearl to purchase Vinpearl e-vouchers that can be used towards payment for stays at Vinpearl hotels, to distribute to customers who purchase our vehicles.

As part of its ongoing promotional program that commenced in 2020, Vinhomes, our affiliate, provides VinFast vouchers to new customers when they purchase a Vinhomes property. In addition, as part of a 2022 “green living” program, Vinhomes provides existing customers who have previously purchased a Vinhomes property with “green living” vouchers. Both of these vouchers can be used towards payment for the purchase of our vehicles and are applied in Vietnam only. In 2020, 2021 and 2022, Vinhomes paid a total of VND1,938.0 billion, VND3,967.1 billion and VND5,346.0 billion ($226.4 million) in connection with promotional voucher programs, respectively. In addition, in 2022, Vingroup also purchased VinFast vouchers to distribute to new and existing homebuyers as part of its promotional campaigns for its real estate projects, paying a total of VND700.2 billion ($29.7 million). See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Estimates — Revenue recognition — Sales of vehicles (automobiles, e-scooters).”

Service and Sales Agreements with Vingroup Affiliates

We have entered into a number of service agreements and framework agreements and submitted purchase orders with our affiliates, pursuant to which we purchased various goods and services in relation to the operation of our business. This includes the purchase of (i) information security services relating to the cybersecurity of our smart vehicle line from VinCSS Internet Security Services Joint Stock Company; (ii) certain technology devices, software and related machines and equipment as well as related services, including consultancy, implementation, training, guidance, assistance and installation services, from Vinsoftware Software System Development Limited Liability (which merged into VIN3S); (iii) information technology goods, machinery, equipment and services relating to the installation and synchronization of such goods and equipment from Vintech; (iv) materials, spare parts and assets from Vinsmart; (v) management products and services for the management of all information technology activities on our system from VIN3S and VinITIS Joint Stock Company; (vi) medical services from Vinmec International General Hospital Joint Stock Company for our employees; (vii) educational services from Vinschool One Member Company Limited to cover tuition for children of select employees enrolling in schools under Vinschool’s educational system; (viii) certain services in relation to the development of ADAS MCU software from Vantix Technology Solutions And Services Joint Stock Company; (ix) services relating to the development and implementation of our Hai Phong manufacturing facility from Vincom Construction and Consultancy Limited Liability Company (which was merged into Vinhomes); (x) used electronic goods and equipment from Big Data Research Institute; (xi) management and consultancy services in relation to the

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construction, renovation and repair of service workshops and showrooms of VinFast in Vietnam from Vinhomes; (xii) TVs and services in relation to the installation of certain equipment in our showroom from Vinsmart; (xiii) airplane ticket and hospitality related services from Vinpearl; (xiv) IT equipment and services from Vingroup; (xv) management services in relation to the operation of the battery factory from VinES; and (xvi) battery parts and finished batteries from VinES. The agreements generally have a term of one year, with some agreements being subject to automatic renewal unless a party opts to terminate. In 2020, 2021 and 2022, such purchases amounted to VND170.7 billion, VND1,367.8 billion and VND9,563.3 billion ($405.0 million), respectively.

In addition, we have entered into a sales agreement with VinBus for the sale of e-buses, aggregating revenue of VND480.1 billion and VND847.1 billion ($35.9 million) in 2021 and 2022, respectively. We also purchased used vehicles from Vincons Construction Development and Investment Joint Stock Company (formerly, Smart Solution Service Business Company Limited Liability) (“Smart Solution”) in 2021, amounting to VND12.9 billion in 2021.

Agreements with VinES Relating to the Battery Business

In connection with our restructuring, VinFast Vietnam transferred various assets related to battery manufacturing to VinES, pursuant to an in-principle asset sale agreement with VinES and on the understanding that VinES would become one of our battery suppliers.

We entered into an in-principle agreement for the purchase of goods with VinES dated March 21, 2022, pursuant to which we agreed to sell battery components to VinES in such quantity and price as shall be determined from time to time and set out in purchase orders. Pursuant to the in-principle agreement, following our delivery of the battery components to VinES and VinES’ acceptance of such delivery, we shall not have any responsibility for the quality of the delivered goods. The in-principal agreement is valid until December 31, 2023, unless terminated by mutual agreement, by either party upon giving one month’s written notice or upon the occurrence of certain events, including the bankruptcy, dissolution, insolvency, or restructuring of any of the parties. For the year ended December 31, 2022, we had VND851.8 billion ($36.1 million) in revenue from the sale of battery components to VinES.

We entered into a battery sale and purchase framework agreement with VinES, dated September 23, 2022, pursuant to which VinES is responsible for supplying to us batteries that it has developed and that we have approved for use in our vehicles. Battery sale prices, quantities and other terms are determined from time to time and set out in the relevant purchase orders and planned purchase agreements. We are required to provide VinES with a six-month forecast of our battery demands to facilitate VinES’ manufacturing plans and ensure a sufficient supply of batteries. We are also required to notify VinES at least 18 months in advance if our demand is expected to increase substantially above VinES’ supply capacity. The agreement is valid until terminated by mutual agreement of the parties.

We entered into a consultancy service agreement with VinES dated September 23, 2022, pursuant to which VinES has agreed to provide us with consulting and management services for battery-related matters for batteries that we purchase from VinES as well as third-party battery suppliers. The services include technology consulting, the supply of resources, network building, pricing of input materials and battery products, battery testing and development, contract negotiation, registration and application for battery certification and recycling solutions. We are required to pay VinES a service fee of VND120 million per month for each battery model that VinES provides consulting and management services on, plus actual costs incurred. The agreement is valid until terminated either by mutual agreement of the parties or upon the occurrence of certain events, including the bankruptcy or insolvency, the ceasing of operations or the revocation of the business license of any of the parties.

Our subsidiary, VinFast Commercial and Services Trading entered into an in-principle agreement for the purchase of goods with VinES dated October 29, 2022, pursuant to which VinES agreed to sell batteries to VinFast Commercial and Services Trading. The quantity, sales price and types of batteries to be sold and other

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terms of sales will be determined from time to time and set out in purchase orders to be executed between the parties. The in-principle agreement is valid until December 31, 2023, unless terminated by mutual agreement, by either party upon giving one month’s written notice or upon the occurrence of certain events, including the bankruptcy, dissolution, insolvency, or restructuring of any of the parties.

We entered into a sales agreement with VinES dated December 18, 2021. This agreement related to a battery subscription program that was available to VF e34 purchasers in Vietnam until October 31, 2022. Pursuant to this agreement, we agreed to sell to VinES the batteries installed in our EVs sold in Vietnam. VinES in turn leased the batteries to the EV purchasers. The agreement expired on December 18, 2022. For the year ended December 31, 2022, we had VND503.8 billion ($21.3 million) in revenue from the sale of finished car batteries in the first quarter of 2022.

In 2022, we entered into a series of purchase orders with VinES, pursuant to which VinES agreed to provide us with engineering design and development services and tooling packs used in the production of battery packs for our VF e34, VF 8, VF 9 and e-scooters in accordance with the terms set forth in the relevant purchase orders. For the year ended December 31, 2022, we paid VinES VND287.8 billion ($12.2 million) (inclusive of VAT) for such services and tooling packs.

Asset Transfer to VHIZ JSC

We transferred various infrastructural assets, comprising our automobile manufacturing plant (including areas leased to our suppliers), ancillary industry manufacturing complex, industrial parks and an amusement park, as well as project development rights and land use rights attached to these assets (collectively, the “Transfer Assets”) to VHIZ JSC, pursuant to a series of project transfer agreements between us and VHIZ JSC. The last of these transfers was completed in February 2022.

During the interim period between the date that the project transfer agreements were signed and the completion of the transfers, we entered into a BCC with VHIZ JSC dated August 31, 2020, which was subsequently amended on December 15, 2020 and December 31, 2020 in order to enable VHIZ JSC to continue to invest in and develop the Transfer Assets. Under the terms of this BCC, VHIZ JSC paid us a cooperation capital amount of VND17,005.0 billion to cover costs that we incurred in the development of the manufacturing plant, and we paid to VHIZ JSC monthly distributions for the period from September 2020 until February 2022, aggregating to VND460.8 billion, excluding VAT.

In February 2022, we transferred a portion of the Transfer Assets, comprising a parcel of land spanning approximately 2.8 million square meters and all buildings and infrastructure (including a part of the automobile manufacturing plant) located on such land, to VHIZ JSC. Following this transfer, we entered into a second BCC with VHIZ JSC, dated March 1, 2022, pursuant to which we were permitted to continue using such Transfer Assets and were required to continue performing our obligations under various existing lease agreements between us and lessees within the automobile manufacturing plant, including leases with VinES and VinFast Lithium for batteries. This BCC entitled VHIZ JSC to a monthly distribution of (i) VND39.7 billion in March 2022 and VND38.2 billion from April 2022 onwards for use of the factories, (ii) VND6.8 billion for the area leased to third parties (excluding the battery production area leased to VinES) from March 2022 onwards; and (iii) VND3.6 billion for the battery production area leased to VinES from April 2022 onwards. On September 1, 2022, we further amended the BCC to extend the term of the contract for six months. We paid a total of VND435.6 billion (excluding VAT) in monthly distributions to VHIZ JSC under this BCC. This BCC was subsequently liquidated on October 31, 2022.

Following the completion of the transfer of the automobile manufacturing plant from us to VHIZ JSC in February 2022 and pending VHIZ JSC obtaining right-of-use certificates from the authorities, we entered into a lease agreement with VHIZ JSC dated February 24, 2022 to lease back the automobile manufacturing plant from VHIZ JSC. Following VHIZ JSC’s receipt of the right-of-use certificates, we entered into an amendment

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agreement dated November 1, 2022 to give effect to the lease starting on November 1, 2022. Under the terms of this lease, the rent is approximately VND149,500 per month per square meter (subject to a fixed percentage annual increase), subject to a discount of certain percentage for the first ten years of the 45-year lease term.

Management Service Agreements

In January 2019, we entered into a management service agreement with Vingroup. Pursuant to such agreement, Vingroup undertakes to provide us with management assistance services to enhance our internal management, including employee training and assistance, finance, audit and tax policy consultancy and control, legal consultancy, business operation consultancy, corporate governance development assistance, risk management and internal management assistance, telecommunication, public relation and marketing assistance. The service fees under such agreement are generally calculated on a quarterly basis and take into account the actual services provided and costs incurred in the provision of such services, subject to a cap. The agreement is valid for five years, subject to automatic renewal unless terminated in accordance with its terms. No service fees were incurred in 2021.

Meanwhile, in December 2021, we entered into a management service agreement to provide factory management and operation services for one of Vinsmart’s factory which manufactures smart electronic devices. No service fees were incurred in 2020 and 2021. For the year ended December 31, 2022, we incurred service fees of VND45.6 billion ($1.9 million).

IT, IP Licensing and R&D Agreements

We have entered into an intercompany intellectual property license agreement with Vingroup dated December 1, 2020 (including amendments thereto dated January 5, 2022), pursuant to which Vingroup agreed to grant us a perpetual, exclusive, sub-licensable, royalty-bearing license to exercise certain licensed intellectual property, mainly comprising trademarks, as well as some know-how, patents and copyrights, and other intellectual property necessary or useful for carrying out the development, manufacture, sale, promotion, distribution, servicing and related activities in connection with our automotive business (the “Licensed IP”). Any improvements made by us to the Licensed IP shall be assigned to Vingroup. The license fee is an annual fee equal to 2% of the cost of registering the intellectual property rights, including filing fees, ongoing administrative fees and any design costs of such Licensed IP. See “Business — Intellectual Property.”

We also entered into a framework research and development agreement with Vingroup dated December 1, 2020, pursuant to which Vingroup agreed to provide and procure its subsidiaries to provide us with research and development services and assign to us all rights, titles and interests in and to any intellectual property created or developed from such research and development services (“Owned IP”). The fee shall be negotiated and determined in good faith by Vingroup and us on a case-by-case basis. We compensate Vingroup for the cost of materials that Vingroup acquires from local or foreign suppliers in relation to the performance of such services.

The intellectual property license has a perpetual term, and both agreements will remain in effect until terminated in accordance with its terms and conditions.

Fees paid to our affiliates under such agreements amounted to VND3.0 billion, VND4.9 billion and nil in 2020, 2021 and 2022, respectively.

Agreements with VinFast Lithium

We have entered into a number of agreements with our affiliate, VinFast Lithium, relating to the manufacture of batteries for our e-scooters. In 2019, we entered into a sale and purchase agreement that involved the transfer of the lithium battery assembly line and installation services to VinFast Lithium for a total consideration of VND205.4 billion ($8.7 million). The transfer has been completed.

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We leased a factory and parking space to VinFast Lithium pursuant to a lease agreement, which expires on July 14, 2067. The interest income on the sales-type lease amounted to VND19.6 billion ($0.8 million) in each of 2020 and 2021. For the year ended December 31, 2022, we generated interest income on the sales-type lease of VND4.9 billion ($0.2 million) until the completion of the asset transfer to VHIZ JSC as discussed in “Related Party Transactions — Transactions with Vingroup Affiliates — Asset Transfer to VHIZ JSC.”

We also entered into sales agreement with VinFast Lithium to purchase lithium battery packs used in the manufacture of our e-scooters. The sales agreements have an initial term of three years and are subject to automatic renewal for successive three-year periods until terminated by either party. The purchases from VinFast Lithium amounted to VND369.3 billion, VND189.4 billion and VND0.3 billion ($0.01 million) in 2020, 2021 and 2022, respectively.

Employment Agreements and Indemnification Agreements

See “Management — Employment Agreements and Indemnification Agreements.”

Registration Rights Agreement

In connection with the closing of this offering, we intend to enter into a registration rights agreement, pursuant to which we intend to grant demand registration rights, short-form registration rights and piggyback registration rights to our existing shareholders, Vingroup, VIG and Asian Star. All fees, costs and expenses of underwritten registrations are expected to be borne by us. No registration rights to be granted pursuant to this registration rights agreement shall be exercisable until expiration of the -day lock-up period that each shareholder is expected to agree to in connection with this offering.

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DESCRIPTION OF SHARE CAPITAL

The following description summarizes material terms of our constitution as they will be in effect upon the consummation of this offering. Such summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all of the provisions of our constitution, a copy of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. Prospective investors are urged to read the exhibits for a complete understanding of our constitution.

General

Upon the consummation of this offering, our issued and outstanding share capital will consist of ordinary shares. As of December 22, 2022, there are 2,412,852,458 ordinary shares in the Company issued and outstanding. We currently only have one class of issued ordinary shares, which have identical rights in all respects and rank equally with one another. There is no concept of authorized share capital under Singapore law. Under the Singapore Companies Act, there is no limit to the number of new shares that may be issued, but new shares may be issued only with the prior approval of our company’s shareholders in a general meeting. See “— Issuances of New Shares.”

For the purposes of this section, references to “shareholders” mean those shareholders whose names and number of shares are entered in our register of members. Only persons who are registered in our register of members are recognized under Singapore law as our shareholders. As a result, only registered shareholders have legal standing under Singapore law to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. Our branch register of members is maintained by our transfer agent.

Objects of Our Company

Under the Singapore Companies Act and our constitution, subject to the provisions of the Singapore Companies Act and any other written law and our constitution, our Company has full capacity to carry on or undertake any business or activity, do any act or enter into any transaction, and for the purposes of the foregoing, full rights, powers and privileges.

Ordinary Shares

Our ordinary shares have no par value as there is no concept of authorized share capital under Singapore law. All shares presently issued are fully paid. Although Singapore law does not recognize the concept of “non-accessibility” with respect to newly issued shares, we note that any subscriber of our ordinary shares who has fully paid up all amounts due with respect to such ordinary shares will not be subject under Singapore law to any personal liability to contribute to our assets or liabilities in such subscriber’s capacity solely as a holder of such ordinary shares, except in very limited and exceptional circumstances where Singapore courts may consider it fit to “lift the corporate veil.” We believe this interpretation is substantively consistent with the concept of “non-assessability” under most, if not all, U.S. state corporations laws. We cannot, except in the circumstances permitted by the Singapore Companies Act, grant any financial assistance for the acquisition or proposed acquisition of our own ordinary shares. Except as described in “— Singapore Code on Take-overs and Mergers” and “— Voting Rights,” there are no limitations in our constitution or Singapore law on the rights of shareholders not resident in Singapore to hold or vote in respect of our ordinary shares.

Voting Rights

Each ordinary share is entitled to one vote per share. Voting at any meeting of shareholders is by show of hands unless a poll has been demanded prior to or on the declaration of the result of the show of hands by, among others, at least one shareholder present in person or by proxy or by attorney or other duly authorized representative and representing not less than 5% of the total voting rights of all shareholders having the right to

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vote at the meeting. On a poll, each holder of ordinary shares who is present in person or by proxy or by attorney or other duly authorized representative, has one vote for each ordinary share which he holds or represents. Proxies need not be shareholders. There are no limitations imposed by our constitution on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our constitution governing the ownership threshold above which shareholder ownership must be disclosed.

Only those shareholders who are registered in our register of members will be entitled to vote at any meeting of shareholders in person or by proxy or by attorney or other duly authorized representative. Therefore, since the ordinary shares offered in this offering are expected to be held through the Depositary Trust Company (“DTC”) or its nominee, DTC or its nominee will grant an omnibus proxy to DTC participants holding our ordinary shares in book-entry form through a broker, bank, nominee, or other institution that is a direct or indirect participant of DTC. Such shareholders will have the right to instruct their broker, bank, nominee or other institution holding these ordinary shares on how to vote such ordinary shares by completing the voting instruction form provided by the applicable broker, bank, nominee, or other institution. Whether voting is by a show of hands or by a poll, DTC’s vote will be voted by the chairman of the meeting according to the results of the votes of the DTC participants (which results will reflect the instructions received from shareholders that own our ordinary shares electronically in book-entry form through DTC). In the case of a tie vote, the chairman of the meeting shall be entitled to a casting vote.

Dividends

We may, by ordinary resolution, declare dividends at a general meeting of our shareholders, but no dividend shall be payable except out of our profits, and the amount of any such dividend shall not exceed the amount recommended by our board of directors. Subject to our constitution and in accordance with the Singapore Companies Act, our board of directors may, without the approval of our shareholders, declare and pay interim dividends, but any final dividends the board declares must be approved by an ordinary resolution at a general meeting of our shareholders. We currently have not adopted a dividend policy with respect to future dividends and we do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future after this offering. See “Dividend Policy” for additional information.

Capitalization and Other Rights

Our board of directors may, with the approval of our shareholders at a general meeting, capitalize any reserves or profits and distribute them as shares, credited as paid-up, to our shareholders in proportion to their shareholdings in accordance with our constitution.

Variation of Rights

Subject to the Singapore Companies Act and every other Singapore statute for the time being in force affecting us, under our constitution, whenever our share capital is divided into different classes of shares, the special rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three-quarters of the voting rights of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst our company is a going concern or during or in contemplation of a winding-up. To every such separate general meeting, (i) the necessary quorum shall be two persons (unless all the shares of the class are held by one person whereupon no quorum is applicable) at least holding or representing by proxy or attorney at least one-third of the voting rights of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll, and on a poll shall, in the case of any holder of ordinary shares, have one vote for every share of the class held by him, provided always that where the necessary majority for such a special resolution is not obtained at such general meeting, consent in writing if obtained from the holders of three-quarters of the voting rights of the issued shares of the class concerned within

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two months of such general meeting shall be as valid and effectual as a special resolution carried at such general meeting; and (ii) where all the issued shares of the class are held by one person, the necessary quorum shall be one person and such holder of shares of the class present in person or by proxy or by attorney may demand a poll.

Issuances of New Shares

Under the Singapore Companies Act, new shares may be issued only with the prior approval of our shareholders in a general meeting. General approval may be sought from our shareholders in a general meeting for the issuance of shares. Such approval, if granted, will lapse at the earlier of the conclusion of the next annual general meeting or the expiration of the period within which the next annual general meeting is required by law to be held (i.e., within six months after the end of each fiscal year). However, any approval may be revoked or varied by our company in a general meeting.

For the issuance of new shares for the proposed sale to the public, our shareholders will provide such general authority to issue new ordinary shares as required by the Singapore Companies Act.

Subject to this and the provisions of the Singapore Companies Act and our constitution, our board of directors may allot, issue or grant options over or otherwise dispose of new ordinary shares to such persons on such terms and conditions and with the rights and restrictions as they may think fit to impose. Such rights are subject to any condition attached to such issue and the regulations of any stock exchange on which our ordinary shares are listed, as well as U.S. federal and blue sky securities laws applicable to such issue.

Preference Shares

Under the Singapore Companies Act, different classes of shares in a public company may be issued only if (a) the issue of the class or classes of shares is provided for in the constitution of the public company and (b) the constitution of the public company sets out in respect of each class of shares the rights attached to that class of shares. Our constitution provides that we may issue shares of a different class with preferential, deferred or other special rights, privileges or such restrictions as our board of directors may determine from time to time provided that it is approved by special resolution at a general meeting of our shareholder.

We may, subject to the Singapore Companies Act and the prior approval in a general meeting of our shareholders, issue preference shares that are, at our option, subject to redemption provided that such preference shares may not be redeemed out of the capital of our company unless:

•

all the directors have made a solvency statement in relation to such redemption; and

•

we have lodged a copy of the solvency statement with the Accounting and Corporate Regulatory Authority of Singapore.

Further, the shares must be fully paid-up before they are redeemed.

The issuance of preference shares could have the effect of decreasing the trading price of our ordinary shares, restricting dividends on our ordinary shares, diluting the voting power of our ordinary shares, impairing the liquidation rights of our ordinary shares, or delaying or preventing a change in control of our company.

Calls on Shares

Under our constitution, our directors may from time to time, as they think fit, make calls upon the shareholders in respect of any moneys unpaid on their shares or on any class of their shares and not by the conditions of the issue and allotment thereof made payable at fixed times; and each shareholder shall (subject to his having been given at least 14 days’ notice specifying the time or times and place of payment) pay to our company at the time or times and place so specified the amount called on his shares. A call may be made payable by instalments. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. A call may be revoked or postponed as the directors may determine.

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Register of Members

Only persons who are registered in our register of members are recognized under Singapore law as our shareholders with legal standing under Singapore law to institute shareholder actions against us or otherwise seek to enforce their rights as shareholders. We will not, except as required by applicable law, recognize any equitable, contingent, future or partial interest in any ordinary share or other rights for any ordinary share other than the absolute right thereto of the registered holder of that ordinary share. We may close our register of members for any time or times, provided that our register of members may not be closed for more than 30 days in the aggregate in any calendar year and prior notice of closure, stating the period and purpose(s) for which the closure is made, is given to the shareholders. We typically will close our register of members to determine shareholders’ entitlement to receive dividends and other distributions.

The ordinary shares offered in this offering are expected to be held through DTC. Accordingly, DTC or its nominee, Cede & Co., will be the shareholder of record registered in our register of members. The holders of our ordinary shares held in book-entry interests through DTC or its nominee may become registered shareholders by exchanging their interest in our ordinary shares for certificated ordinary shares and being registered in our register of members in respect of such ordinary shares. The procedures by which a holder of book-entry interests held through DTC or its nominee may exchange such interests for certificated ordinary shares are determined by DTC and our transfer agent, in accordance with their internal policies and guidelines regulating the withdrawal and exchange of book-entry interests for certificated ordinary shares, and following such an exchange, our transfer agent will perform the procedures to register the ordinary shares in the register.

Under the Singapore Companies Act, if (a) the name of any person is without sufficient cause entered in or omitted from the register of members; or (b) default is made or unnecessary delay takes place in entering in the register of members the fact of any person having ceased to be a member, the person aggrieved or any member of the public company or the company itself, may apply to the Singapore courts for rectification of the register of members. The Singapore courts may refuse the application or may order rectification of the register of members and payment by the company of any damages sustained by any party to the application. The Singapore courts will not entertain any application for the rectification of a register of members in respect of an entry which was made in the register of members more than 30 years before the date of the application.

Singapore Code on Take-overs and Mergers

The Singapore Take-Over Code regulates, among other things, the acquisition of voting shares of Singapore-incorporated public companies with net tangible assets of S$5.0 million or more. Any person acquiring, whether by a series of transactions over a period of time or not, either on his or her own or together with parties acting in concert with such person, 30% or more of the voting rights in our company or any person holding, either on his or her own or together with parties acting in concert with such person, between 30% and 50% (both amounts inclusive) of the voting rights in our company, and if such person (or parties acting in concert with him) acquires, either on his or her own or together with parties acting in concert with such person, additional voting shares representing more than 1% of the voting rights in our company in any six-month period, must, except with the consent of the SIC, extend a mandatory take-over offer for all the remaining voting shares in accordance with the provisions of the Singapore Take-Over Code. Responsibility for ensuring compliance with the Singapore Take-Over Code rests with parties (including company directors) to a take-over or merger and their advisors.

Under the Singapore Take-Over Code, “parties acting in concert” comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company. Certain persons are presumed (unless the presumption is rebutted) to be acting in concert with each other. They are as follows:

•

a company and its parent company, subsidiaries or fellow subsidiaries (together, the related companies), the associated companies of any of the company and its related companies, companies

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whose associated companies include any of these foregoing companies and any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting rights;

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a company with any of its directors (together with their close relatives, related trusts and companies controlled by any of the directors, their close relatives and related trusts);

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a company with any of its pension funds and employee share schemes;

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a person with any investment company, unit trust or other fund whose investment such person manages on a discretionary basis but only in respect of the investment account which such person manages;

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a financial or other professional adviser, including a stockbroker, with its customers in respect of the shareholdings of the adviser and persons controlling, controlled by or under the same control as the adviser;

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directors of a company (together with their close relatives, related trusts and companies controlled by any of such directors, their close relatives and related trusts) which is subject to an offer or where the directors have reason to believe a bona fide offer for the company may be imminent;

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partners; and

•

an individual and (i) such person’s close relatives, (ii) such person’s related trusts, (iii) any person who is accustomed to act in accordance with such person’s instructions, (iv) companies controlled by the individual, such person’s close relatives, such person’s related trusts or any person who is accustomed to act in accordance with such person’s instructions and (v) any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the foregoing for the purchase of voting rights.

Subject to certain exceptions, a mandatory offer must be in cash or be accompanied by a cash alternative at not less than the highest price paid by the offeror or parties acting in concert with the offeror during the offer period and within the six months prior to its commencement.

Under the Singapore Take-Over Code, where effective control of a company is acquired or consolidated by a person, or persons acting in concert, a general offer to all other shareholders is normally required. In the case where our company has more than one class of equity share capital, a comparable take-over offer must be made for each class of shares in accordance with the Singapore Take-Over Code and the SIC should be consulted in advance in such cases. In addition, an offeror must treat all shareholders of the same class in an offeree company equally. A fundamental requirement is that shareholders in the company subject to the take-over offer must be given sufficient information, advice and time to enable them to reach an informed decision on the offer. These legal requirements may impede or delay a takeover of our company by a third-party.

We have submitted an application to the SIC for a waiver from the Singapore Take-Over Code so that the Singapore Take-Over Code will not apply to our company for so long as we are not listed on a securities exchange in Singapore. We will make an appropriate announcement when the result of the application is known.

Election and Re-election of Directors

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or as an additional director, provided that the total number of directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with our constitution.

General Meetings of our Shareholders

Under the Singapore Companies Act, we are required to hold an annual general meeting of shareholders within six months from the end of our fiscal year. The directors may convene an extraordinary general meeting whenever they think fit and they must do so upon the requisition of shareholders representing not less than 10% of the total number of paid-up shares as of the date of deposit of the requisition carrying the right to vote at a general meeting. In addition, two or more shareholders holding not less than 10% of our total number of issued shares (excluding treasury shares) may call a meeting of our shareholders.

The Singapore Companies Act provides that a shareholder is entitled to attend any general meeting and speak and vote on any resolution put before the general meeting. Unless otherwise required by law or by our constitution, voting on resolutions put forth at general meetings is by ordinary resolution, passed by a simple majority of the voting rights of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution. An ordinary resolution suffices, for example, for the appointment of directors. A special resolution, which is passed by not less than three-fourths of the voting rights of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution, is necessary for certain matters under Singapore law, including voluntary winding-up, amendments to our constitution, a change of our corporate name and a reduction in the share capital.

We must give at least 21 days’ notice in writing for every general meeting convened for the purpose of passing a special resolution. General meetings convened for the purpose of passing ordinary resolutions generally require at least 14 days’ notice in writing.

Minority Rights

The rights of minority shareholders of Singapore companies are protected under Section 216 of the Singapore Companies Act, which gives the Singapore courts a general power to make any order, upon application by any shareholder of a company, as they think fit to remedy any of the following situations:

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the affairs of a company are being conducted or the powers of the board of directors are being exercised in a manner oppressive to, or in disregard of the interests of, one or more of the shareholders, including the applicant; or

•

a company takes an action, or threatens to take an action, or the shareholders pass a resolution, or propose to pass a resolution, which unfairly discriminates against, or is otherwise prejudicial to, one or more of the shareholders, including the applicant.

Singapore courts have a wide discretion as to the remedies they may grant and the remedies listed in the Singapore Companies Act itself are not exclusive. If the Singapore courts are of the opinion that, upon an application under Section 216 of the Singapore Companies Act, either of the grounds set out above is established, the Singapore courts may, with a view to bringing to an end or remedying the matters complained of, make such order as it thinks fit and, without prejudice to the generality of the foregoing, the order may:

•

direct or prohibit any act or cancel or modify any transaction or resolution;

•

regulate the conduct of the affairs of the company in the future;

•

authorize civil proceedings to be brought in the name of, or on behalf of, the company by a person or persons and on such terms as the court may direct;

•

provide for the purchase of shares of the company by the other shareholders of the company or by the company itself and, in the case of a purchase of shares by the company, a corresponding reduction of its share capital; or

•

provide that the company be wound up.

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In addition, Section 216A of the Singapore Companies Act allows a complainant (including a minority shareholder) to apply to the Singapore courts for leave to bring an action in a court proceeding or arbitration in the name and on behalf of the company or intervene in an action in a court proceeding or arbitration to which a company is a party for the purpose of prosecuting, defending or discontinuing the action or arbitration on behalf of a company.

Liquidation or Other Return of Capital

On a winding-up or other return of capital, subject to any special rights attaching to any other class of shares, holders of ordinary shares will be entitled to participate in any surplus assets in proportion to their shareholdings.

Limitation of Liability of Directors and Officers

Under Section 172 of the Singapore Companies Act, any provision (whether in the constitution, a contract with the company or otherwise) that purports to exempt or provides an indemnity for officers of a company (including directors) to any extent from or against any liability that would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. However, a company is not prohibited from: (a) in the case of providing an indemnity (to any extent) for an officer of a company (including directors) against any liability that would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company, purchasing and maintaining for any director and officer of the company insurance against any such liability; or (b) indemnifying the individual against liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the officer of the company to pay a fine in criminal proceedings, (ii) of the officer of the company to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirements of a regulatory nature (howsoever arising), (iii) incurred by the officer of the company in defending criminal proceedings in which he or she is convicted, (iv) incurred by the officer of the company in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the individual in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief.

Subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting our company, our constitution provides that each of our directors and other officers and those of our subsidiaries and affiliates shall be entitled to be indemnified by us against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto.

Subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting our company, we may indemnify our directors and officers against costs, charges, fees and other expenses that may be incurred by any of them in defending any proceedings (whether civil or criminal) relating to anything done or omitted or alleged to be done or omitted by such person acting in his or her capacity as a director, officer or employee of our company, in which judgment is given in his or her favor, or in which he or she is acquitted or in which the courts have granted relief pursuant to the provisions of the Singapore Companies Act or other applicable statutes, provided that such indemnity shall not extend to any liability which by law would otherwise attach to him or her in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to our company, or which would otherwise result in such indemnity being void under applicable Singapore laws.

No director or officer of our company shall be liable for any acts, omissions, neglects, defaults or other conduct of any other director or officer, and to the extent permitted by Singapore law, our company shall contribute to the amount paid or payable by a director or officer in such proportion as is appropriate to reflect the relative fault of such director or officer, taking into consideration any other relevant equitable considerations, including acts of other directors or officers and our company, and the relative fault of such parties in respect thereof.

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In addition, subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting our company, no director (including managing director) or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense incurred by us, through the insufficiency or deficiency of title to any property acquired by order of the directors for us or for the insufficiency or deficiency of any security upon which any of our moneys are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or misfortune which happens in the execution of his or her duties, unless the same happens through his or her own negligence, default, breach of duty or breach of trust.

We intend to enter into indemnification agreements with each of our directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Singapore law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified, subject to our company reserving its rights to recover the full amount of such advances in the event that he or she is subsequently found to have been negligent or otherwise have breached his or her trust or fiduciary duties to our company or to be in default thereof, or where the Singapore courts have declined to grant relief. These indemnification rights shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our constitution, agreement, vote of shareholders or disinterested directors or otherwise.

We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

Transfer Agent and Registrar

The transfer agent and registrar for our ordinary shares will be Computershare Inc. Its address is Computershare Trust Company, N.A., 150 Royall Street, Canton, MA 02021, Attn: General Counsel.

Comparison of Shareholder Rights

We are incorporated under the laws of Singapore. The following discussion summarizes material differences between the rights of holders of our ordinary shares and the rights of holders of the ordinary shares of a typical corporation incorporated under the laws of the state of Delaware which result from differences in governing documents and the laws of Singapore and Delaware.

This discussion does not purport to be a complete or comprehensive statement of the rights of holders of our ordinary shares under applicable law in Singapore and our constitution or the rights of holders of the ordinary shares of a typical corporation under applicable Delaware law and a typical certificate of incorporation and bylaws.


Delaware		Singapore

Board of Directors

A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only		The constitution of a company will typically state the minimum number of directors as well as provide that directors may be appointed or removed by shareholders via ordinary resolution passed at a general meeting, provided that the number of directors following such appointment or removal is within the minimum (and maximum, if any) number

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Delaware		Singapore
permitted if expressly authorized in a corporation’s certificate of incorporation.		of directors provided in the constitution and the Singapore Companies Act. Our constitution provides that, subject to the Singapore Companies Act and, where applicable, the rules and regulations of Nasdaq or the principal stock exchange or securities market on which our shares are then listed or quoted or dealt in, the minimum number of directors will be two directors.

Limitation on Personal Liability of Directors

A typical certificate of incorporation provides for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of Delaware, except for liability (i) for any breach of a director’s loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit. A typical certificate of incorporation would also provide that if the Delaware General Corporation Law is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.		Under Section 172 of the Singapore Companies Act, any provision (whether in the constitution, contract with the company or otherwise) exempting or indemnifying a director against any liability for negligence, default, breach of duty or breach of trust in relation to a company will be void. However, a company is not prohibited from: (a) as provided in Section 172A of the Singapore Companies Act, purchasing and maintaining for any director insurance against any such liability incurred by him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company; or (b) as provided in Section 172B of the Singapore Companies Act, indemnifying a director against liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the director to pay a fine in criminal proceedings, (ii) of the director to pay a penalty to a regulatory authority in respect of non-compliance with any requirements of a regulatory nature (howsoever arising), (iii) incurred by the director in defending criminal proceedings in which he or she is convicted, (iv) incurred by the director in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the director in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief. Our constitution provides that, subject to the provisions of the Singapore Companies Act and every other legislation for the time being in force concerning companies and affecting our company, every director or other officer of our company shall be entitled to be indemnified by our company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto.

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Delaware		Singapore
		Without prejudice to the generality of the foregoing, no director or other officer of our company shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to our company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of our company or for the insufficiency or deficiency of any security in or upon which any of the moneys of our company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through his or her own negligence, willful default, breach of duty or breach of trust.

Interested Shareholders

Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales, and loans) with an “interested stockholder” for three years following the time that the stockholder becomes an interested stockholder. Subject to specified exceptions, an “interested stockholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years. A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 through a provision in either its original certificate of incorporation, or an amendment to its original certificate or bylaws that was approved by majority stockholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.		There are no comparable provisions in Singapore with respect to public companies which are not listed on the Singapore Exchange Securities Trading Limited.

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Removal of Directors

A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred stock, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board).		According to the Singapore Companies Act, directors of a public company may be removed before expiration of their term of office with or without cause by ordinary resolution (i.e., a resolution requiring the affirmative vote of a simple majority of those shareholders present and voting in person or by proxy) notwithstanding anything in its constitution or in any agreement between the public company and such directors. Notice of the intention to move such a resolution has to be given to the company not less than 28 days before the meeting at which it is moved. The company shall then give notice of such resolution to its shareholders not less than 14 days before the meeting. Where any director removed in this manner was appointed to represent the interests of any particular class of shareholders or debenture holders, the resolution to remove such director will not take effect until such director’s successor has been appointed.

Filling Vacancies on the Board of Directors

A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred stock, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of stockholders at which the term of the class of directors to which the newly elected director has been elected expires.		Our constitution provides that our shareholders by ordinary resolution, or our board of directors, may appoint any person to be a director either to fill a casual vacancy or as an additional director, provided that the total number of directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with our constitution.

Amendment of Governing Documents

Under the Delaware General Corporation Law, amendments to a corporation’s certificate of incorporation require the approval of stockholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the Delaware General Corporation Law, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the Delaware		Our constitution may be altered with the approval of the directors and the passing of a special resolution (i.e., a resolution requiring the affirmative vote of not less than three-fourths majority of the shareholders present in person or represented by proxy at the meeting and entitled to vote on the resolution for which not less than 21 days written notice is given).

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General Corporation Law. Under the Delaware General Corporation Law, the board of directors may amend bylaws if so authorized in the certificate of incorporation. The stockholders of a Delaware corporation also have the power to amend bylaws.

Meetings of Shareholders

Annual and Special Meetings Typical bylaws provide that annual meetings of stockholders are to be held on a date and at a time fixed by the board of directors. Under the Delaware General Corporation Law, a special meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws.		Annual General Meetings Subject to the Singapore Companies Act, we are required to hold an annual general meeting of shareholders within six months from the end of our fiscal year (unless the Accounting and Corporate Regulatory Authority of Singapore authorizes an extension of time to hold such general meeting or as otherwise permitted by the Singapore Companies Act). Extraordinary General Meetings Any general meeting other than the annual general meeting is called an “extraordinary general meeting.” Two or more shareholders holding not less than 10% of the total number of issued shares (excluding treasury shares) may call an extraordinary general meeting. In addition, the constitution usually also provides that general meetings may be convened in accordance with the Singapore Companies Act by the directors. Notwithstanding anything in the constitution, the directors are required to convene a general meeting if required to do so by requisition (i.e., written notice to directors requiring that a meeting be called) by shareholders holding not less than 10% of the total number of paid-up shares as at the date of the deposit of the requisition carrying the right of voting at general meetings of the company. In addition, our constitution provides that the directors may, whenever they think fit, convene an extraordinary general meeting.

Quorum Requirements Under the Delaware General Corporation Law, a corporation’s certificate of incorporation or bylaws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting.		Quorum Requirements Our constitution provides that the quorum at any general meeting shall be two or more members present in person or by proxy. If within half an hour from the time appointed for the general meeting (or such longer interval as the chairman of the meeting may deem fit to allow) a quorum is not present, the

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		general meeting if convened on requisition of the shareholders shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week (or if that day is a public holiday then the next business day following that public holiday) at the same time and place or to such other day, time or place as the Directors may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

Indemnification of Officers, Directors and Employees

Under the Delaware General Corporation Law, subject to specified limitations in the case of derivative suits brought by a corporation’s stockholders in its name, a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person: • acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests; and • in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. Delaware corporate law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.		Under Section 172 of the Singapore Companies Act, any provision (whether in constitution, contract with company or otherwise) exempting or indemnifying a director against any liability for negligence, default, breach of duty or breach of trust in relation to a company will be void. However, a company is not prohibited from: (a) as provided in Section 172A of the Singapore Companies Act, purchasing and maintaining for any director insurance against any such liability incurred by him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the company; or (b) as provided in Section 172B of the Singapore Companies Act, indemnifying a director against liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the director to pay a fine in criminal proceedings, (ii) of the director to pay a penalty to a regulatory authority in respect of non-compliance with any requirements of a regulatory nature (howsoever arising), (iii) incurred by the director in defending criminal proceedings in which he or she is convicted, (iv) incurred by the director in defending civil proceedings brought by the company or a related company in which judgment is given against him or her or (v) incurred by the director in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief. In cases where a director is sued by the company, the Singapore Companies Act gives the court the power to relieve directors either wholly or partially from the consequences of their negligence, default, breach of duty or breach of trust. In order for relief to be obtained, it must be shown that (i) the director acted reasonably and honestly; and (ii) it is fair, having

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To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by Delaware corporate law to indemnify such person for reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that person is not entitled to be so indemnified.		regard to all the circumstances of the case including those connected with such director’s appointment, to excuse the director. However, Singapore case law has indicated that such relief will not be granted to a director who has benefited as a result of his or her breach of trust. Our constitution provides that, subject to the provisions of and so far as may be permitted by the Singapore Companies Act and every other legislation for the time being in force concerning companies and affecting our company, every director or other officer of our company shall be entitled to be indemnified by our company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto. In particular, and without prejudice to the generality of the foregoing, no director or other officer of our company shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to our company through the insufficiency or deficiency of title to any property acquired by order of the directors for or on behalf of our company or for the insufficiency or deficiency of any security in or upon which any of the moneys of our company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own negligence, willful default, breach of duty or breach of trust.

Shareholder Approval of Issuance of Shares

Under Delaware law, the board of directors has the authority to issue, from time to time, capital stock in its sole discretion, as long as the number of shares to be issued, together with those shares that are already issued and outstanding and those shares reserved to be issued, do not exceed the authorized capital for the corporation as previously approved by the stockholders and set forth in the corporation’s certificate of incorporation. Under the foregoing circumstances, no additional stockholder approval is required for the issuance of capital stock. Under Delaware law, stockholder approval is required		Section 161 of the Singapore Companies Act provides that notwithstanding anything in the company’s constitution, the directors shall not exercise any power to issue shares without prior approval of the shareholders in a general meeting. Such authorization may be obtained by ordinary resolution (i.e., a resolution requiring the affirmative vote of a simple majority of the voting rights of those shareholders present and voting in person or by proxy). Once this shareholders’ approval is obtained, unless previously revoked or varied by the company

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for (i) any amendment to the corporation’s certificate of incorporation to increase the authorized capital and (ii) the issuance of stock in a direct merger transaction where the number of shares exceeds 20% of the corporation’s shares outstanding prior to the transaction, regardless of whether there is sufficient authorized capital. In addition, a corporation may issue one or more classes of stock or one or more series of stock within any class as shall be stated and expressed in the certificate of incorporation or of any amendment thereto, or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors pursuant to authority expressly vested in it by the provisions of its certificate of incorporation. Any stock of any class or of any series thereof may be made convertible into, or exchangeable for, at the option of either the holder or the corporation or upon the happening of a specified event, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rate or rates of exchange and with such adjustments as shall be stated in the certificate of incorporation or in the resolution or resolutions providing for the issue of such stock adopted by the board of directors.		in a general meeting, it continues in force until the conclusion of the next annual general meeting or the expiration of the period within which the next annual general meeting after that date is required by law to be held, whichever is earlier; but any approval may be revoked or varied by the company in a general meeting.

Shareholder Approval of Business Combinations

Generally, under the Delaware General Corporation Law, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote. The Delaware General Corporation Law also requires a special vote of stockholders in connection with a business combination with an “interested stockholder” as defined in section 203 of the Delaware General Corporation Law. See “— Interested Shareholders” above.		The Singapore Companies Act mandates that specified corporate actions require approval by the shareholders in a general meeting, notably: • notwithstanding anything in the company’s constitution, directors are not permitted to carry into effect any proposals for disposing of the whole or substantially the whole of the company’s undertaking or property unless those proposals have been approved by shareholders in a general meeting; • subject to the constitution of each amalgamating company, an amalgamation proposal in accordance with the full amalgamation procedures under the Singapore Companies Act that do not require a court order must be approved by the shareholders of each amalgamating

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		company via special resolution at a general meeting; and • notwithstanding anything in the company’s constitution, the directors may not, without the prior approval of shareholders, issue shares, including shares being issued in connection with corporate actions.

Shareholder Action Without A Meeting

Under the Delaware General Corporation Law, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of stockholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation’s certificate of incorporation to prohibit such action.		Shareholder action by written consent is not permitted for a listed public company.

Shareholder Suits

Under the Delaware General Corporation Law, a stockholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated stockholders where the requirements for maintaining a class action under the Delaware General Corporation Law have been met. A person may institute and maintain such a suit only if such person was a stockholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under Delaware case law, the plaintiff generally must be a stockholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. The Delaware General Corporation Law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile.		Derivative Actions The Singapore Companies Act has a provision which provides a mechanism enabling shareholders to apply to the court for leave to bring a derivative action or commence an arbitration on behalf of the company. Applications are generally made by shareholders of the company, but courts are given the discretion to allow such persons as they deem proper to apply (e.g., beneficial owner of shares). It should be noted that this provision of the Singapore Companies Act is primarily used by minority shareholders to bring an action or arbitration in the name and on behalf of the company or intervene in an action or arbitration to which the company is a party for the purpose of prosecuting, defending or discontinuing the action on behalf of the company. Prior to commencing a derivative action or arbitration, the court must be satisfied that (i) 14 days’ notice has been given to the directors of the company of the party’s intention to commence such derivative action or arbitration if the directors of the company do not bring, diligently prosecute or defend or discontinue the action, (ii) the party is acting in good faith and (iii) it appears to be prima facie in the

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		interests of the company that the action be brought, prosecuted, defended or discontinued. Class Actions The concept of class action suits in the U.S., which allows individual shareholders to bring an action seeking to represent a class or classes of shareholders, does not exist in Singapore. However, it is possible as a matter of procedure for a number of shareholders to lead an action and establish liability on behalf of themselves and other shareholders who join in or who are made parties to the action. These shareholders are commonly known as “representative plaintiffs.”

Distributions and Dividends; Repurchases and Redemptions

The Delaware General Corporation Law permits a corporation to declare and pay dividends out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. Under the Delaware General Corporation Law, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.		The Singapore Companies Act provides that no dividends can be paid to shareholders except out of profits. The Singapore Companies Act does not provide a definition on when profits are deemed to be available for the purpose of paying dividends and this is accordingly governed by case law. Our constitution provides that no dividend can be paid otherwise than out of profits. Acquisition of a Company’s Own Shares The Singapore Companies Act generally prohibits a company from acquiring its own shares subject to certain exceptions. Any contract or transaction made or entered into in contravention of the aforementioned prohibition by which a company acquires its own shares is void. However, provided that it is expressly permitted to do so by its constitution, as the case may be, and subject to the special conditions of each permitted acquisition contained in the Singapore Companies Act, a company may: • redeem redeemable preference shares. Preference shares may be redeemed out of capital if all the directors make a solvency statement in relation to such redemption in accordance with the Singapore Companies Act, and the company lodges a copy of the statement with the Accounting and

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Corporate Regulatory Authority of Singapore;

• whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, make an off-market purchase of its own shares in accordance with an equal access scheme authorized in advance at a general meeting;

• make a selective off-market purchase of its own shares in accordance with an agreement authorized in advance at a general meeting by a special resolution where persons whose shares are to be acquired and their associated persons have abstained from voting;

• whether or not it is listed on an approved exchange in Singapore or any securities exchange outside Singapore, make an acquisition of its own shares under a contingent purchase contract which has been authorized in advance at a general meeting by a special resolution; and

• where it is listed on a securities exchange, make an acquisition of its own shares on the securities exchange, in accordance with terms and limits authorized in advance at a general meeting by a special resolution.

A company may also purchase its own shares by an order of a Singapore court.

The total number of ordinary shares that may be acquired by a company during a relevant period may not exceed 20% (or such other prescribed percentage) of the total number of ordinary shares as of the date of the resolution passed to authorize the acquisition of the shares. Where, however, a company has reduced its share capital by a special resolution or a Singapore court has made an order confirming the reduction of share capital of the company, the total number of ordinary shares shall be taken to be the total number of ordinary shares as altered by the special resolution or the order of the court. Payment, including any expenses (including brokerage or commission) incurred directly in the acquisition by the company of its own shares, may be made out of the company’s distributable profits or capital, provided that the company is solvent.

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		Our constitution provides that subject to the provisions of the Singapore Companies Act, (where applicable) the rules and regulations of Nasdaq or the principal stock exchange or securities market on which our shares are then listed or quoted or dealt in and any applicable legislation or regulation, we may purchase or otherwise acquire our issued shares on such terms and in such manner as we may think fit and in the manner prescribed by the Singapore Companies Act. These shares may be held as treasury shares or cancelled as provided in the Singapore Companies Act or dealt with in such manner as may be permitted by the Singapore Companies Act. On cancelation of the shares, the number of issued shares of the company shall be diminished by the number of shares so cancelled, and where any such cancelled shares were purchased or acquired out of the capital of the company, the amount of the share capital of the company shall be reduced accordingly. Financial Assistance for the Acquisition of Shares A public company or a company whose holding company or ultimate holding company is a public company shall not give financial assistance to any person whether directly or indirectly for the purpose of or in connection with: • the acquisition or proposed acquisition of shares in the company or units of such shares; or • the acquisition or proposed acquisition of shares in its holding company or ultimate holding company, or units of such shares. Financial assistance may take the form of a loan, the giving of a guarantee, the provision of security, the release of an obligation, the release of a debt or otherwise. However, it should be noted that a company may provide financial assistance for the acquisition of its shares or shares in its holding company if it complies with the requirements (including approval by special resolution) set out in the Singapore Companies Act.

Transactions with Officers or Directors

Under the Delaware General Corporation Law, some contracts or transactions in which one or more of a corporation’s directors has an interest are not void or		Under the Singapore Companies Act, directors and chief executive officers are not prohibited from dealing with the company, but where they have an

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voidable because of such interest provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. Under the Delaware General Corporation Law, either (a) the stockholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or (b) the contract or transaction must have been “fair” as to the corporation at the time it was approved. If board approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum.

interest in a transaction with the company, that interest must be disclosed to the board of directors. In particular, every director or chief executive officer who is in any way, whether directly or indirectly, interested in a transaction or proposed transaction with the company must, as soon as is practicable after the relevant facts have come to such director’s or chief executive officer’s knowledge, declare the nature of such director’s or chief executive officer’s interest at a board of directors’ meeting or send a written notice to the company containing details on the nature, character and extent of his or her interest in the transaction or proposed transaction with the company.

There is, however, no requirement for disclosure where the interest of the director or chief executive officer (as the case may be) consists only of being a member or creditor of a corporation which is interested in the transaction or proposed transaction with the company if the interest may properly be regarded as immaterial. Where the transaction or the proposed transaction relates to any loan to the company, a director or chief executive officer shall not be deemed to be interested or to have been at any time interested in the transaction or proposed transaction where the director or chief executive officer has only guaranteed or joined in guaranteeing the repayment of such loan, unless the constitution provides otherwise.

Further, where the transaction or the proposed transaction has been or will be made with or for the benefit of a related corporation (i.e. the holding company, subsidiary or subsidiary of a common holding company), a director or chief executive officer shall not be deemed to be interested or to have been at any time interested in the transaction or proposed transaction where he is a director or chief executive officer (as the case may be) of that corporation, unless the constitution provides otherwise.

In addition, a director or chief executive officer who holds any office or possesses any property which directly or indirectly might create duties or interests in conflict with such director’s or chief executive officer’s duties or interests as director or chief executive officer (as the case may be) is required to declare the fact and the nature, character and extent of the conflict at a meeting of directors or send a

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written notice to the company setting out the fact and the nature, character and extent of the conflict.

The Singapore Companies Act extends the scope of this statutory duty of a director and chief executive officer to disclose any interests by pronouncing that an interest of a member of a director’s or chief executive officer’s (as the case may be) family (including spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter) will be treated as an interest of the director or chief executive officer (as the case may be).

Subject to specified exceptions, the Singapore Companies Act prohibits a company from (i) making a loan or quasi-loan to its directors or to directors of a related corporation (a “relevant director”), (ii) entering into a guarantee or providing any security in connection with a loan or quasi-loan made to a relevant director, (iii) entering into a credit transaction as creditor for the benefit of a relevant director, (iv) entering into any guarantee or providing any security in connection with a credit transaction entered into by any person for the benefit of a relevant director, (v) taking part in an arrangement under which another person enters into a transaction which, if entered into by the company, would have been a restricted transaction under (i) to (iv) above or (vi) below and such person obtains a benefit from the company or its related corporation pursuant thereto, or (vi) arranging the assignment to the company, or assumption by the company, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have been a restricted transaction under (i) to (v) above.

Companies are also prohibited from making loans or quasi-loans to its directors’ spouse or children (whether adopted or natural or step-children), or giving a guarantee or security in connection with such a loan or quasi-loan.

Such prohibition shall extend to apply to a loan, quasi-loan, credit transaction made by a company, a credit transaction made by a company (other than an exempt private company) for the benefit of another company or limited liability partnership and a guarantee or security provided by a company (other than an exempt private company) in connection with a loan or quasi-loan made by a person other than the first-mentioned company to another company or a

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		limited liability partnership where such other company or limited liability partnership is incorporated or formed (as the case may be) outside Singapore, if a director or directors of the first-mentioned company (a) is or together are interested in 20% or more of the total voting power in the other company or limited liability partnership or (b) in a case where the other company does not have a share capital, exercises or together exercise control over the other company whether by reason of having the power to appoint directors or otherwise. The Singapore Companies Act also provides that an interest of a member of a director’s family (including spouse, son, adopted son, step-son, daughter, adopted daughter and step-daughter) will be treated as an interest of the director.

Dissenters’ Rights

Under the Delaware General Corporation Law, a stockholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the stockholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction.		There are no equivalent provisions in Singapore under the Singapore Companies Act.

Cumulative Voting

Under the Delaware General Corporation Law, a corporation may adopt in its bylaws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a stockholder has the number of votes equal to the number of shares held by such stockholder times the number of directors nominated for election. The stockholder may cast all of such votes for one director or among the directors in any proportion.		There is no equivalent provision under the Singapore Companies Act in respect of companies incorporated in Singapore.

Anti-Takeover Measures

Under the Delaware General Corporation Law, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred stock with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.		The constitution of a Singapore public company typically provide that the company may allot and issue new shares of a different class with preferential, deferred, qualified or other special rights as its board of directors may determine with the prior approval of the company’s shareholders in a general meeting. Our constitution provides that, subject to the Singapore Companies Act, every other legislation for

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In addition, Delaware law does not prohibit a corporation from adopting a stockholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.

the time being in force concerning companies and affecting the company and our constitution, the directors may allot and issue shares or grant options over or otherwise deal with or dispose of the same to such persons on such terms and conditions and for such consideration (if any) and at such time and subject or not to the payment of any part of the amount (if any) thereof in cash as the directors may think fit. Any such shares may be issued with such preferential, deferred, qualified or special rights, privileges or conditions as the directors may think fit.

Under the Singapore Take-over Code, if, in the course of an offer, or even before the date of the announcement of the offer, the board of the offeree company has reason to believe that a bona fide offer is imminent, the board must not, except pursuant to a contract entered into earlier, take any action, without the approval of shareholders at a general meeting, on the affairs of the offeree company that could effectively result in any bona fide offer being frustrated or the shareholders being denied an opportunity to decide on its merits.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following is a summary of the material terms of certain of our indebtedness.

Indebtedness from Vingroup Affiliates

See “Related Party Transactions — Transactions with Vingroup Affiliates — Loans to VinFast” and “Corporate History and Structure — Reorganization.”

$310,000,000 Term Loan Facility

On November 8, 2019, we entered into a loan facility of up to $310,000,000 with the lender parties thereto, and Deutsche Bank AG, Singapore Branch, as facility agent and security agent. The facility matures on the date falling 60 months after the first utilization date. Borrowings under the facility bear interest at a rate per annum equal to the aggregate of 3.35% plus the three-month LIBOR. The facility provides for a scheduled amortization in seven unequal installments.

Obligations in respect of the facility are guaranteed by Vingroup and secured by a mortgage over a debt service reserve account, a mortgage over an onshore dividend account and certain shares of a Vingroup subsidiary which can be substituted with shares of other Vingroup subsidiaries at the borrower’s discretion.

The facility requires us, as well as Vingroup, as our guarantor, to comply with a number of covenants and financial tests. We are required to furnish our financial statements and a financial covenant compliance certificate. Covenants include ensuring a collateral cover ratio of at least one times when measured on a quarterly basis. Our collateral cover ratio in respect of loans totaling VND29,636.8 billion under this facility, the $400,000,000 term loan facility, the $200,000,000 term loan facility and the $950,000,000 Hermes covered term loan facility fell below the required ratio as of September 30, 2022 but was restored subsequently by Vingroup to meet the required ratio. See “Risk Factors — Risks Relating to Our Business and Industry — We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in our company.” In addition, under this facility, Vingroup must maintain (i) a consolidated net total borrowings of less than 2.25 times its equity, as measured at the end of each 12-month period ending on the last day of each half of Vingroup’s financial year, or the measurement period; and (ii) a debt service cover ratio greater than 1.15 times for each measurement period. The facility also includes restrictions on, amongst others, change of business and domicile, restructuring, asset disposal, granting of financial indebtedness or guarantee, amendments to constitutional documents, arm’s length transaction, payment of dividends, debt service account, an onshore dividend account, use of proceeds from the loan, security perfection and valuation. In addition, we may not create any security interests on any of our assets, except where it is commercially reasonable to do so or, in respect of us and Vingroup, for the purpose of investing in, developing, expanding or growing certain permitted business.

The facility contains customary voluntary prepayment terms and requires us to prepay outstanding amounts in respect of the requesting lender’s portion of the loan upon a change of control where Vingroup ceases to have beneficial ownership of at least 30% of the voting shares in VinFast Vietnam or Vingroup ceases to have at least one representative on the board of directors of VinFast Vietnam. The facility also contains certain customary representations and warranties and events of default, including, among other things, payment defaults, breach of obligations relating to financial covenants or security, breach of representations and warranties, covenant defaults, change of control, cross-defaults to certain indebtedness, certain events of insolvency, bankruptcy and litigation, cessation of business, and failure of any finance document or security document supporting the facility to be in full force and effect, subject to certain exceptions specified in the agreement. If such an event of default occurs and is not remedied, the facility agent under the facility would be entitled to take various actions, including the acceleration of amounts due under the facility and all actions permitted to be taken by a secured creditor.

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$400,000,000 Term Loan Facility

On April 12, 2018, we entered into a $400,000,000 term loan facility with the lender parties thereto, and Credit Suisse AG, Singapore Branch, as facility agent and security agent. The facility matures on the date falling 60 months after the first utilization date. Borrowings under the facility bear interest at a rate per annum equal to the aggregate of 3.5% plus the three-month LIBOR.

The facility requires us, as well as Vingroup, as our guarantor, to comply with a number of covenants and financial tests. We are required to furnish our financial statements and a financial covenant compliance certificate. Covenants include ensuring a collateral cover ratio of at least one times when measured on a semi-annual basis. We expect that the collateral cover ratio in respect of a loan totaling VND4,714.1 billion (US$199.6 million) under this facility and maturing in April 2023 will be below the required amount at the test falling due at the end of April 2023. We plan to refinance and/or repay this loan at its maturity date. See “— $310,000,000 Term Loan Facility” and “Risk Factors — Risks Relating to Our Business and Industry — We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in our company.” In addition, under this facility, Vingroup must also maintain (i) a consolidated net total borrowings of less than 2.25 times its equity, as measured at the end of each 12-month period ending on the last day of each half of Vingroup’s financial year, or the measurement period; and (ii) a debt service cover ratio greater than 1.20 times for each measurement period ending on or prior to the date falling 36 months from the date of the facility and greater than 1.25 times for each measurement period ending after the date falling 36 months from the date of the facility.

The facility contains customary prepayment terms, restrictions, representations and warranties, events of default and termination provisions similar to the $310,000,000 Term Loan Facility described above.

$200,000,000 Term Loan Facility

On December 10, 2021, we entered into a term loan facility of up to $200,000,000 with the lender parties thereto, and Credit Suisse AG, Singapore Branch, as facility agent and security agent. The facility matures on the date falling 60 months after the first utilization date. Borrowings under the facility bear interest at a rate per annum equal to the aggregate of 3.35% plus the three-month LIBOR. The facility provides for a scheduled amortization in seven unequal installments.

The facility requires us, as well as Vingroup, as our guarantor, to comply with a number of covenants and financial tests. Covenants include ensuring a collateral cover ratio of at least one times when measured on a quarterly basis. As of December 31, 2022, our collateral cover ratio in respect of loans totaling VND2,290.6 billion ($97.0 million) under this facility was below the required ratio. The collateral cover ratio was subsequently restored by Vingroup to meet the required ratio. See “Risk Factors — Risks Relating to Our Business and Industry — We will require significant additional capital to support business growth. We expect to fund our capital requirements through additional debt and equity financing, including related party financing. Such capital might not be available on commercially reasonable terms, or at all, and could, among other things, be burdensome and lead to dilution of your shareholding in our company.” In addition, under this facility, the

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facility contains other covenants, customary prepayment terms, restrictions, representations and warranties, events of default and termination provisions that in each case are similar to the $310,000,000 Term Loan Facility described above.

$950,000,000 Hermes Covered Term Loan Facility

On September 25, 2018, we entered into an Hermes covered term loan facility of up to $950,000,000 with the lender parties thereto, and Credit Suisse AG, as facility agent and security agent. The facility matures 120 months from the earlier of (i) 24 months from the agreement date, and (ii) the issuance of the last of the final acceptance certificates for the supply of deliveries and services under our supply contracts with suppliers of parts for the construction of our manufacturing facility. Borrowings under the facility bear interest at a rate of 0.75% margin per annum plus the six-month LIBOR.

Obligations in respect of the facility are guaranteed by Vingroup. Obligations under the facility are secured by a mortgage over a debt service reserve account, a mortgage over an onshore dividend account and certain shares of a Vingroup subsidiary which can be substituted with shares of other Vingroup subsidiaries at the borrower’s discretion.

The facility contains customary prepayment terms and requires us to prepay outstanding amounts on the facility if (i) any obligation of Hermes under the Hermes guarantee ceases to be legal, valid, binding or enforceable or the Hermes Guarantee ceases to be in full force and effect, or (ii) Hermes avoids, rescinds, repudiates, suspends, cancels or terminates all or part of the Hermes guarantee or evidences in writing an intention to do so.

$300,000,000 Term Loan Facility

On November 3, 2022, we entered into a loan facility of up to $300,000,000 with the lender parties thereto, and Deutsche Bank AG, Singapore Branch, as facility agent and security agent. Each loan obtained under the facility matures on either (i) the date falling 36 months from the date such loan was made, in the case such loan amounts to 50% of the total amount of loans borrowed, or (ii) the date falling 48 months from the date such loan was made. Borrowings under the facility bear interest at a rate per annum equal to the aggregate of 2.6% per annum and the term secured overnight financing rate administered by CME Group Benchmark Administration Limited as of a specified time and for a period equal in length to the term of such loan, or as otherwise determined in accordance with the agreement.

Obligations in respect of the facility are guaranteed by Vietnam Technological and Commercial Joint Stock Bank (“TCB”) and secured by a debt service reserve account.

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The facility requires us to comply with a number of covenants, including furnishing our financial statements. The facility contains customary prepayment terms and requires us to prepay outstanding amounts in respect of the requesting lender’s portion of the loan upon a change of control where Vingroup and Mr. Pham Nhat Vuong collectively cease to have beneficial ownership of more than 50% of our voting shares or cease to have the power to direct our management and policies or where we cease to control any of VinFast Manufacturing US, LLC or any subsidiary owning any of our manufacturing facilities in the U.S., or VinFast Auto LLC.

The facility also contains customary restrictions, representations and warranties and events of default, including, among other things, payment defaults, breach of obligations relating to covenants or security, breach of representations and warranties, covenant defaults, cross-defaults to certain indebtedness of our company, TCB, our subsidiaries or any of TCB’s significant subsidiaries, certain events of insolvency, bankruptcy and litigation, cessation of business, failure to meet the interest reserve requirement and failure of any finance document or security document supporting the facility to be in full force and effect, subject to certain exceptions specified in the agreement. If such an event of default occurs and is not remedied, the facility agent under the facility would be entitled to take various actions, including the acceleration of amounts due under the facility and all actions permitted to be taken by the agreed finance documents.

$132,000,000 Green Financing Package

On October 21, 2022, we entered into a common terms agreement with the lender parties thereto and Asian Development Bank, as lead arranger for term loan facilities amounting up to $132.0 million.

Each of the ADB Facilities matures on the date falling seven years after its first utilization date. Borrowings under each facilities bear interest at a rate per annum equal to the aggregate of 3.6% per annum and the compounded secured overnight financing rate determined by the facility agent on a banking day during the term of the loan. The facilities are guaranteed by Vingroup and secured by mortgages over a debt service reserve account, an onshore dividend account and shares of Vinhomes and Vincom Retail held by Vingroup and/or Vingroup’s subsidiaries.

The facility requires us, as well as Vingroup, as our guarantor, to comply with a number of covenants and financial tests and contains customary prepayment terms, restrictions, representations and warranties, events of default and termination provisions that in each case are similar to the $310,000,000 Term Loan Facility described above.

2019 TCBS Bonds

We issued bonds in the principal amount of VND10,000 billion in 2019 through a private placement underwritten by Techcom Securities Joint Stock Company (“TCBS”). The bonds bear interest at a rate of (i) 10% per annum for the first four interest periods (i.e. the three-month periods from the issuance date through to the maturity date or the early redemption date) and (ii) the sum of 4% and the average savings deposit interest rate of Bank for Investment and Development of Vietnam (“BIDV”), Joint Stock Commercial Bank for Foreign Trade of Vietnam (“VCB”), Vietnam Joint Stock Commercial Bank of Industry and Trade (“VietinBank”) and TCB for each interest period thereafter. Obligations in respect of the bonds are guaranteed by Vingroup. The bonds matured in November and December 2022 and were fully repaid in 2022 using related party loans and available cash.

2021 TCBS Bonds

We issued bonds in the aggregate principal amount of VND11,500 billion in 2021 in a private placement through TCBS. The bonds have a maturity date of up to 36 months from the issuance date. The bonds have a coupon rate of (i) 9% to 9.25% per annum for the first four coupon periods (i.e. the three-month periods from the

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issuance date through to the maturity date or the early redemption date) and (ii) the sum of 3.9% to 3.8% and the average 12-month savings deposit interest rate of BIDV, VCB, VietinBank, and TCB for each interest period thereafter.

Obligations in respect of the bonds are guaranteed by Vingroup and secured by shares of a Vingroup subsidiary owned by Vingroup, all immovable, movable and property rights to a development project owned by Vinpearl and other assets.

The bonds require that we comply with a number of covenants in relation to payment and compliance with our obligations, disclosure obligations, maintenance of approvals and licenses, use of bond proceeds, provision of information in respect of us and Vingroup (including, amongst others, financial statements, litigation, restructuring, conversion of corporate form and change of major shareholders). Restrictive covenants are in relation to amendments to our charter, asset disposal, and change of control and restructuring that adversely affect the rights and benefits of bondholders. We are also required to maintain a ratio of the sum of total unpaid debts and value of outstanding bonds to total owners’ equity of no more than 20 times. If such ratio exceeds 20 times, the issuer may not pay any cash dividends until such ratio falls to 20 times or less.

We may redeem the bonds at any time after 12 months from the issuance date upon prior notice, subject to the bondholder’s consent for such early redemption. The bonds also provide for certain customary events of default, the occurrence of which would permit any bondholder to request the acceleration of all amounts due under the bonds and require us to redeem such amounts.

2022 TCBS Bonds

In 2022, we issued bonds in the aggregate principal amounts of VND2,000 billion and VND1,200 billion through TCBS. The bonds have a maturity date of up to 36 months from the issuance date. The bonds have a coupon rate of (i) 9.26% to 10.42% per annum for the first four coupon periods and (ii) the sum of 3.9% to 5% and the average 12-month savings deposit interest rate applicable to individual customers of BIDV, VCB, VietinBank and TCB for each interest period thereafter.

Obligations in respect of the bonds are guaranteed by Vingroup and secured by Vingroup shares owned by VIG and shares of a Vingroup subsidiary owned by Vingroup.

We may redeem the bonds at any time upon prior notice, subject to the bondholder’s consent for such early redemption. The bonds also provide for certain customary events of default, the occurrence of which would permit any bondholder to request the acceleration of all amounts due under the bonds and require us to redeem such amounts.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our ordinary shares, and a liquid trading market for our ordinary shares may not develop or be sustained after this offering. Sales of substantial amounts of our ordinary shares in the public market after this offering, or the perception that such sales could occur, could adversely affect the trading price of our Ordinary shares and may make it more difficult for you to sell your ordinary shares at a time and price that you deem appropriate.

Upon completion of this offering, based on the number of ordinary shares outstanding as of December 31, 2022, we will have ordinary shares outstanding, assuming the underwriters do not exercise their over-allotment option to purchase additional ordinary shares. All of the ordinary shares sold in this offering by us, plus any ordinary shares sold by upon exercise, if any, of the underwriters’ option to purchase additional ordinary shares, will be freely transferable by persons other than by our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of the ordinary shares in the public market could adversely affect prevailing market prices of the ordinary shares. Prior to this offering, there has been no public market for our ordinary shares. We intend to apply to list the ordinary shares on Nasdaq, but we cannot assure you that a regular trading market will develop in the ordinary shares.

Rule 144

All of our ordinary shares that will be issued and outstanding upon the completion of this offering, other than those ordinary shares sold in this offering, are “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the U.S. only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates and have beneficially owned our restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

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1% of the then issued and outstanding ordinary shares, which immediately after the completion of this offering will equal approximately ordinary shares, assuming the underwriters do not exercise their over-allotment option; or

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the average weekly trading volume of our ordinary shares during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

Rule 701

In general, under Rule 701 as currently in effect, any of our employees, directors, officers, consultants, or advisors who acquired ordinary shares from us in connection with a written compensatory stock or option plan or other written agreement in compliance with Rule 701 before the effective date of the registration statement of which this prospectus is a part and who are not our “affiliates” as defined in Rule 144 during the immediately preceding 90 days, is entitled to rely on Rule 701 to resell such shares beginning 90 days after the date of this prospectus in reliance on Rule 144, but without complying with the manner of sale, notice requirements, requirements related to the availability of current public information, or volume limitation provisions of Rule 144. The SEC has indicated that Rule 701 applies to typical stock options granted by an issuer before it

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becomes subject to the reporting requirements of the Exchange Act, and will apply to shares acquired upon exercise of such stock options, including exercises after the date of this prospectus. Persons who are our “affiliates” may resell those shares beginning 90 days after the date of this prospectus without compliance with minimum holding period requirements under Rule 144.

Lock-up Agreements

We have agreed, for a period of days after the date of this prospectus, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale, lend or otherwise dispose of, except in this offering, any of our ordinary shares or securities that are substantially similar to our ordinary shares, including but not limited to any options or warrants to purchase our ordinary shares or any securities that are convertible into or exchangeable for, or that represent the right to receive, our ordinary shares or any such substantially similar securities (other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed), without the prior written consent of the representatives of the underwriters.

The restrictions described in the preceding paragraphs will be automatically extended under certain circumstances. See “Underwriting.”

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of the ordinary shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for the ordinary shares may dispose of significant numbers of the ordinary shares in the future. We cannot predict what effect, if any, future sales of the ordinary shares, or the availability of ordinary shares for future sale, will have on the trading price of the ordinary shares from time to time. Sales of substantial amounts of the ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of the ordinary shares.

Registration Rights

Upon the completion of this offering, the holders of up to ordinary shares (assuming no exercise of the underwriters’ option to purchase additional shares from us) as of December 31, 2022 will be entitled to certain rights with respect to the registration of the offer and sale of their shares under the Securities Act. Registration of these shares under the Securities Act would result in the shares becoming freely tradable without restriction under the Securities Act immediately on the effectiveness of the registration. See “Related Party Transactions — Registration Rights Agreement” for additional information.

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TAXATION

The following summary of Singapore and U.S. federal income tax considerations of an investment in the ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this registration statement, all of which are subject to change. This summary does not deal with all possible tax considerations relating to an investment in the ordinary shares, such as the tax considerations under U.S. state and local tax laws or under the tax laws of jurisdictions other than Singapore and the U.S. To the extent that the discussion relates to matters of Singapore tax law, it represents the opinion of Rajah & Tann Singapore LLP, our Singapore counsel.

Certain Singapore Taxation Considerations

Dividend Distributions

All Singapore-tax resident companies are currently under the one-tier corporate tax system, or one-tier system.

Under the one-tier system, the income tax paid by a tax resident company is a final tax and its distributable profits can be distributed to shareholders as tax exempt (one-tier) dividends. Such dividends are tax exempt in the hands of a shareholder, regardless of the tax residence status, shareholding level or legal form of the shareholder.

Accordingly, dividends received in respect of the ordinary shares by either a resident or non-resident of Singapore are not subject to Singapore income tax (whether by withholding or otherwise), on the basis that we are a tax resident of Singapore and under the one-tier system.

Foreign shareholders are advised to consult their own tax advisers to take into account the tax laws of their respective countries of residence and the existence of any agreement for the avoidance of double taxation which their country of residence may have with Singapore.

Gains on Disposal of Shares

Gains arising from the disposal of the shares may be construed to be of an income nature and subject to Singapore income tax, especially if they arise from activities which may be regarded as the carrying on of a trade or business in Singapore. Such gains may also be considered income in nature, even if they do not arise from an activity in the ordinary course of trade or business or an ordinary incident of some other business activity, if the shares were purchased with the intention or purpose of making a profit by sale rather than holding for long-term investment purposes in Singapore. Conversely, gains from disposition of the shares in Singapore, if considered as capital gains rather than income by the Inland Revenue Authority of Singapore (“IRAS”), are not taxable in Singapore.

There are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. The characterization of gains arising from the sale of our shares will depend primarily on the facts and circumstances (commonly referred to as the “badges of trade”) of each shareholder.

Subject to specified exceptions, Section 13W of the Singapore Income Tax Act 1947, or “SITA,” provides for certainty on the non-taxability of gains derived by a corporate taxpayer from the disposal of ordinary shares during the period from June 1, 2012 to December 31, 2027 (both dates inclusive) where:

(i) the divesting company had legally and beneficially held a minimum shareholding of 20% of the ordinary shares of the company whose shares are being disposed; and

(ii) the divesting company had maintained the minimum 20% shareholding for a continuous period of at least 24 months immediately prior to the disposal.

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The above-mentioned “safe harbor rules” prescribed under Section 13W of SITA will not apply to a divesting company under certain scenarios. These include, but are not limited to, the divesting company that is in the business of trading or holding Singapore immovable properties (excluding property development), where the shares are not listed on a stock exchange in Singapore or elsewhere, the divesting company whose gains or profits from the disposal of ordinary shares are included as part of its income based on the provisions of Section 26 of the SITA, disposal of shares by a partnership, limited partnership or limited liability partnership where one or more of the partners is a company or are companies, etc.

Shareholders who apply, or who are required to apply, the Singapore Financial Reporting Standard 39 – Financial Instruments: Recognition and Measurement, or FRS 39; the Singapore Financial Reporting Standard 109 – Financial Instruments, or FRS 109; or the Singapore Financial Reporting Standard (International) 9 – Financial Instruments, or SFRS(I) 9 may for the purposes of Singapore income tax be required to recognize gains or losses in respect of financial instruments (not being gains or losses in the nature of capital) in accordance with FRS 39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income tax law) even where no sale or disposal of the shares is made.

Section 34A of the SITA provides the tax treatment for financial instruments in accordance with FRS 39 (subject to certain exceptions and “opt-out” provisions) for taxpayers who are required to comply with FRS 39 for financial reporting purposes. The IRAS has also issued a circular entitled “Income Tax Implications Arising from the Adoption of FRS 39 — Financial Instruments: Recognition and Measurement.”

FRS 109 or SFRS(I) 9 (as the case may be) is mandatorily effective for annual periods beginning on or after January 1, 2018, replacing FRS 39. Section 34AA of the SITA requires taxpayers who comply or who are required to comply with FRS 109 or SFRS(I) 9 (as the case may be) for financial reporting purposes to calculate their profit, loss or expense for Singapore income tax purposes in respect of financial instruments in accordance with FRS 109 or SFRS(I) 9 (as the case may be), subject to certain exceptions. The IRAS has also issued a circular entitled “Income Tax: Income Tax Treatment Arising from Adoption of FRS 109 — Financial Instruments.”

Shareholders who may be subject to the above-mentioned tax treatments, including under Sections 34A or 34AA of the SITA, should consult their accounting and tax advisers regarding the Singapore income tax consequences of their acquisition, holding and disposal of the shares.

Stamp Duty

There is no stamp duty payable on the subscription and issuance of the shares.

In relation to a transfer of the ordinary shares, no stamp duty is payable if no instrument of transfer is executed or if the instrument of transfer is executed outside Singapore and not received in Singapore. Accordingly, stamp duty is not applicable to electronic transfers of our shares effected solely on a book entry basis outside Singapore. We therefore expect that no Singapore stamp duty will be payable where shares are acquired by U.S. holders solely in book entry form through the facility outside Singapore established by our transfer agent and registrar outside Singapore to the extent that the instruments of transfer (including electronic instruments) are not received in Singapore and all electronic records and any information relating to such transfers are not electronically received by persons in Singapore, stored on any server or device in Singapore or made accessible to any person in Singapore.

Stamp duty will be payable if there is an instrument (including an electronic instrument) for the transfer of our shares which is either executed in Singapore or executed outside Singapore and received in Singapore.

Where the instrument of transfer is executed in Singapore, stamp duty must be paid within 14 days of the execution of the instrument of transfer. Where the instrument of transfer is executed outside Singapore and

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received in Singapore, stamp duty must be paid within 30 days of receipt of the instrument of transfer in Singapore. An electronic instrument that is executed outside Singapore is treated as received in Singapore in any of the following scenarios: (a) it is retrieved or accessed by a person in Singapore; (b) an electronic copy of it is stored on a device (including a computer) and brought into Singapore; or (c) an electronic copy of it is stored on a computer in Singapore.

Stamp duty on an instrument of transfer of shares is payable at the rate of 0.2% of the consideration for, or open market value of, the shares, whichever is higher.

Stamp duty is borne by the purchaser unless there is an agreement to the contrary.

Estate Duty

Singapore estate duty was abolished with respect to all deaths occurring on or after February 15, 2008.

Tax Treaties Regarding Withholding Taxes

There is no comprehensive agreement for the avoidance of double taxation between the U.S. and Singapore which applies to withholding taxes (if any) on dividends or capital gains.

Goods and Services Tax (“GST”)

The sale of the shares by a GST-registered investor belonging in Singapore for GST purposes to another person belonging in Singapore is an exempt supply not subject to GST. Any input GST (for example, GST on brokerage) incurred by the GST-registered investor in connection with the making of an exempt supply is generally not recoverable from the Singapore Comptroller of GST and will become an additional cost to the investor unless the investor satisfies certain conditions prescribed under the Singapore Goods and Services Tax Act 1993 or satisfies certain GST concessions.

Where the shares are sold by a GST-registered investor in the course of or furtherance of a business carried on by such investor contractually to and for the direct benefit of a person belonging outside Singapore, the sale should generally, subject to satisfaction of certain conditions, be considered a taxable supply subject to GST at 0%. Any input GST (for example, GST on brokerage) incurred by the GST-registered investor in making such a supply in the course of or furtherance of a business may be fully recoverable from the Singapore Comptroller of GST. Investors should seek their own tax advice on the recoverability of GST incurred on expenses in connection with the purchase and sale of the shares.

Services consisting of arranging, brokering, underwriting or advising on the issue, allotment or transfer of ownership of the shares rendered by a GST-registered person to an investor belonging in Singapore for GST purposes in connection with the investor’s purchase, sale or holding of the shares will be subject to GST at the standard rate, which is currently 8.0%. This rate will be raised from 8.0% to 9.0% with effect from January 1, 2024. Similar services rendered by a GST-registered person contractually to an investor belonging outside Singapore and for the direct benefit of such an investor or a GST-registered person belonging in Singapore should generally, subject to the satisfaction of certain conditions, be subject to GST at 0%.

U.S. Federal Income Tax Considerations

The following discussion describes material U.S. federal income tax consequences to U.S. Holders (as defined below), of an investment in the ordinary shares. This summary applies only to U.S. Holders that acquire ordinary shares in exchange for cash in the offering, hold ordinary shares as capital assets within the meaning of Section 1221 of the Code (as defined below) and have the U.S. dollar as their functional currency.

This discussion is based on the tax laws of the U.S. as in effect on the date of this prospectus, including the Internal Revenue Code of 1986, as amended, the “Code,” and U.S. Treasury regulations in effect or, in some

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cases, proposed, as of the date of this prospectus, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, and any such change could apply retroactively and could affect the U.S. federal income tax consequences described below. We have not sought and do not intend to seek any rulings from the IRS regarding the matters in this discussion. The statements in this prospectus are not binding on the IRS or any court, and thus we can provide no assurance that the U.S. federal income tax consequences discussed below will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. Furthermore, this summary does not address any estate, gift, Medicare or alternative minimum tax consequences, any state, local or non-U.S. tax consequences or any other tax consequences other than U.S. federal income tax consequences.

The following discussion does not describe all the tax consequences that may be relevant to any particular investor or to persons in special tax situations such as:

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banks and certain other financial institutions;

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regulated investment companies;

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real estate investment trusts;

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insurance companies;

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broker-dealers;

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traders that elect to mark to market;

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tax-exempt organizations;

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individual retirement accounts or other tax deferred accounts;

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persons liable for alternative minimum tax or the Medicare contribution tax on net investment income;

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U.S. expatriates;

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persons holding ordinary shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction;

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persons that actually or constructively own 10% or more of our stock by vote or value;

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persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the U.S.;

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persons who acquired ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation; or

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partnerships or other pass-through entities or arrangements and persons holding ordinary shares through such partnerships.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR TAX ADVISORS ABOUT THE APPLICATION OF THE U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL AND NON- U.S. TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF ORDINARY SHARES.

As used herein, the term “U.S. Holder” means a beneficial owner of ordinary shares that, for U.S. federal income tax purposes, is or is treated as:

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an individual who is a citizen or resident of the U.S.;

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a corporation created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

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an estate whose income is subject to U.S. federal income taxation regardless of its source; or

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•

a trust that (1) is subject to the supervision of a court within the U.S. and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The tax treatment of a partner in an entity or arrangement treated as a partnership for U.S. federal income tax purposes that holds ordinary shares generally will depend on such partner’s status and the activities of the partnership. A U.S. Holder that is a partner in such partnership should consult its tax advisor.

Dividends and Other Distributions on Ordinary Shares

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our ordinary shares in the foreseeable future. However, if we do make distributions of cash or property on our ordinary shares, and subject to the passive foreign investment company considerations discussed below, the gross amount of distributions made by us with respect to ordinary shares (including the amount of any non-U.S. taxes withheld therefrom, if any) generally will be includible as dividend income in a U.S. Holder’s gross income in the year received, to the extent such distributions are paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because we do not maintain calculations of our earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect all such distributions will be reported as dividends for U.S. federal income tax purposes. Such dividends will not be eligible for the dividends-received deduction allowed to U.S. corporations with respect to dividends received from other U.S. corporations. Dividends received by non-corporate U.S. Holders may be “qualified dividend income,” which is taxed at the lower applicable capital gains rate, provided that (1) (i) our ordinary shares are listed on and considered readily tradable on an established securities market in the U.S., or (ii) we are eligible for benefits under a comprehensive U.S. income tax treaty that includes an exchange of information program and which the U.S. Treasury Department has determined is satisfactory for these purposes, (2) we are not a passive foreign investment company (as discussed below) with respect to the U.S. Holder for either the taxable year in which the dividend was paid or the preceding taxable year, and (3) certain other requirements are met. In this regard, our ordinary shares will generally be considered to be readily tradable on an established securities market in the U.S. if they are listed on Nasdaq, as we intend our ordinary shares will be after the offering. U.S. Holders should consult their tax advisors regarding the availability of the lower rate for dividends paid with respect to ordinary shares. As of the date hereof, there is no income tax treaty in effect between the U.S. and Singapore.

Dividends on the ordinary shares generally will constitute foreign source income for foreign tax credit limitation purposes. Subject to certain complex conditions and limitations, foreign taxes withheld on any distributions on the ordinary shares may be eligible for credit against a U.S. Holder’s federal income tax liability. If a refund of the tax withheld is available under the laws of the foreign jurisdiction or under a tax treaty, the amount of tax withheld that is refundable will not be eligible for such credit against a U.S. Holder’s U.S. federal income tax liability (and will not be eligible for the deduction against U.S. federal taxable income). If the dividends constitute qualified dividend income as discussed above, the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will generally be limited to the gross amount of the dividend, multiplied by the reduced rate applicable to the qualified dividend income, divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to ordinary shares will generally constitute “passive category income.” A U.S. Holder who does not elect to claim a foreign tax credit for foreign taxes withheld may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. Recently issued U.S. Treasury regulations that apply to foreign income taxes paid or accrued in taxable years beginning on or after December 28, 2021 restrict the availability of any such credit (or deduction in lieu thereof) based on the nature of the withholding tax imposed by the foreign jurisdiction. The rules relating to the determination of the U.S. foreign tax credit are complex, and U.S. Holders should consult their tax advisors regarding the availability of a foreign tax credit in their particular circumstances and the possibility of claiming a deduction (in lieu of the foreign tax credit) for any foreign taxes paid or withheld.

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Sale or Other Taxable Disposition of Ordinary Shares

Subject to the passive foreign investment company considerations discussed below, upon a sale or other taxable disposition of ordinary shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in such ordinary shares. Any such gain or loss generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the ordinary shares exceeds one year. Non-corporate U.S. Holders (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations. Gain or loss, if any, realized by a U.S. Holder on the sale or other disposition of ordinary shares generally will be treated as U.S. source gain or loss for U.S. foreign tax credit limitation purposes, which will generally limit the availability of foreign tax credits.

Passive Foreign Investment Company Considerations

In general, a non-U.S. corporation will be classified as a PFIC for any taxable year if either: (a) at least 75% of its gross income is “passive income” for purposes of the PFIC rules or (b) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. For this purpose, passive income generally includes interest, dividends, royalties and other investment income, with certain exceptions. For purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the stock.

Under the PFIC rules, if we were considered a PFIC at any time that a U.S. Holder holds the ordinary shares, we would continue to be treated as a PFIC with respect to such U.S. Holder’s investment in those ordinary shares unless (i) we ceased to be a PFIC and (ii) the U.S. Holder made a “deemed sale” election under the PFIC rules.

Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following the offering), we do not presently expect to be a PFIC for the current taxable year. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis after the close of each taxable year and that depends, in part, upon the composition of our income and assets. In addition, the application of the PFIC rules to companies with our composition of income and assets is subject to significant uncertainty. Fluctuations in the market price of our ordinary shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the second part of the test described above may be determined by reference to the market price of our ordinary shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in the offering. The IRS or a court may disagree with our determinations, including the manner in which we determine the value of our assets and the percentage of our income and assets that are passive under the PFIC rules. Therefore, there can be no assurance that we will not be a PFIC for the current taxable year or for any future taxable year.

If we are a PFIC at any time that a U.S. Holder holds ordinary shares, any gain recognized by the U.S. Holder on a sale or other disposition of the ordinary shares, as well as the amount of any “excess distribution” (defined below) received by the U.S. Holder, would be allocated ratably over the U.S. Holder’s holding period for the ordinary shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For the purposes of these rules, an excess distribution is the amount by which any distribution received by a U.S. Holder on ordinary shares exceeds 125% of the average of the annual distributions on the ordinary shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment)

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of the ordinary shares if we are considered a PFIC. We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.

If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares and any of our non-U.S. subsidiaries or other corporate entities in which we own equity interests are also classified as PFICs (each a “lower-tier PFIC”), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of each such lower-tier PFIC for purposes of the application of these rules. U.S. Holders are advised to consult their tax advisors regarding the application of the PFIC rules to any lower-tier PFICs we may own.

If we are considered a PFIC, a U.S. Holder will also be subject to annual information reporting requirements. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to an investment in ordinary shares.

Information Reporting and Backup Withholding

Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or redemption of ordinary shares may be subject to information reporting to the IRS and U.S. backup withholding. A U.S. Holder may be eligible for an exemption from backup withholding if the U.S. Holder furnishes a correct taxpayer identification number and makes any other required certification or is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status may be required to provide such certification on IRS Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such U.S. Holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

Additional Information Reporting Requirements

Certain U.S. Holders who are individuals (and certain specified entities) that hold an interest in “specified foreign financial assets” (which may include the ordinary shares) are required to report information (on IRS From 8938) relating to such assets, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain financial institutions). Penalties can apply if U.S. Holders fail to satisfy such reporting requirements, and, in such circumstances, the statute of limitations for assessment of tax could be suspended, in whole or part. U.S. Holders should consult their tax advisors regarding the applicability of these requirements to their acquisition and ownership of ordinary shares.

Transfer Reporting Requirements

A U.S. Holder (including a U.S. tax-exempt entity) that transfers cash in exchange for equity of a newly created non-U.S. corporation may be required to file IRS Form 926 or a similar form with the IRS if (i) such person owned, directly or by attribution, immediately after the transfer at least 10% by vote or value of the corporation or (ii) if the transferred cash, when aggregated with all transfers made by such person (or any related person) within the preceding 12 month period, exceeds $100,000. U.S. Holders should consult their tax advisors regarding the applicability of this requirement to their acquisition of ordinary shares.

THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN ORDINARY SHARES UNDER THE INVESTOR’S OWN CIRCUMSTANCES.

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UNDERWRITING

We and the underwriters named below, for whom Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC are acting as representatives, have entered into an underwriting agreement dated the date of this prospectus with respect to the ordinary shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table.


Name		Number of ordinary shares
Citigroup Global Markets Inc.
Morgan Stanley & Co. LLC
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities LLC
BofA Securities, Inc.
BNP Paribas Securities Corp.
HSBC Securities (USA) Inc.
Nomura Securities International, Inc.
WR Securities, LLC
RBC Capital Markets, LLC
Robert W. Baird & Co. Incorporated

Total

Subject to the terms and conditions set forth in the underwriting agreement, the underwriters have agreed, severally and not jointly, to purchase all of the ordinary shares sold under the underwriting agreement, if any of these ordinary shares are purchased, other than the shares covered by the option described below unless and until this option is exercised. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.

The underwriters propose to offer the ordinary shares directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $ per ordinary share. Any such dealers may resell ordinary shares to certain other brokers or dealers at a discount of up to $ per share from the initial public offering price. After the initial offering of the ordinary shares to the public, if all of the ordinary shares are not sold at the initial public offering price, the underwriters may change the offering price and the other selling terms. Sales of any ordinary shares made outside of the U.S. may be made by affiliates of the underwriters, and the underwriters may offer and sell the ordinary shares through certain of their affiliates or other registered broker-dealers or selling agents.

The underwriters have an option to buy up to additional ordinary shares from us to cover sales of ordinary shares by the underwriters which exceed the number of ordinary shares specified in the table above. The underwriters have days from the date of this prospectus to exercise this option to purchase additional ordinary shares. If any ordinary shares are purchased with this option to purchase additional ordinary shares, the underwriters will purchase ordinary shares in approximately the same proportion as shown in the table above. If any additional ordinary shares are purchased, the underwriters will offer the additional ordinary shares on the same terms as those on which the ordinary shares are being offered.

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The underwriting fee is equal to the public offering price per ordinary share less the amount paid by the underwriters to us per ordinary share. The underwriting fee is $ per ordinary share. The following table shows the per ordinary share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional ordinary shares.


	Without option to purchase additional ordinary shares exercise	With full option to purchase additional ordinary shares exercise
Per ordinary share	$	$
Total	$	$

We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $ . We are responsible for the expenses of the offering. We have agreed to reimburse the underwriters for certain out-of-pocket expenses in connection with this offering in an amount not to exceed $ .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters may agree to allocate a number of shares to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, or submit to, or file with, the Securities and Exchange Commission a registration statement under the Securities Act relating to, any ordinary shares or securities convertible into or exercisable or exchangeable for any ordinary shares, or publicly disclose the intention to make any offer, sale, pledge, loan, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any ordinary shares or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of ordinary shares or such other securities, in cash or otherwise), in each case without the prior written consent of the representatives of the underwriters for a period of days after the date of this prospectus, other than the ordinary shares to be sold in this offering.

We, our directors and executive officers and certain holders of our ordinary shares and securities convertible into or exchangeable for ordinary shares have agreed with the underwriters, with certain exceptions, not to offer, pledge, sell, dispose or transfer any ordinary shares in our capital or any securities convertible into or exercisable or exchangeable for any of our ordinary shares for a period of days after the date of this prospectus.

The representatives of the underwriters, in their sole discretion, may release the securities subject to any of the lock-up agreements with the underwriters described above, in whole or in part at any time.

“Wolfe | Nomura Alliance” is the marketing name used by Wolfe Research Securities and Nomura

Securities International, Inc. in connection with certain equity capital markets activities conducted jointly by

the firms. Both Nomura Securities International, Inc. and WR Securities, LLC are serving as underwriters in

the offering described herein. In addition, WR Securities, LLC and certain of its affiliates may provide sales

support services, investor feedback, investor education, and/or other independent equity research services in

connection with this offering.

Deutsche Bank AG, Singapore Branch, is acting as our independent financial advisor in connection with this offering, for which it will receive customary fees. The financial advisor is engaged to represent our interests only, is independent of the underwriters and is not a party to any securities purchase agreement with us, the underwriters

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or investors in relation to this offering. The financial advisor is not acting as an underwriter and will not sell or offer to sell any securities in this offering, nor will it identify or solicit potential investors in this offering

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We will apply to have our ordinary shares approved for listing/quotation on Nasdaq under the symbol “VFS.”

In connection with this offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling ordinary shares in the open market for the purpose of preventing or retarding a decline in the market price of the ordinary shares while this offering is in progress. These stabilizing transactions may include making short sales of equity shares, which involves the sale by the underwriters of a greater number of ordinary shares than they are required to purchase in this offering, and purchasing ordinary shares on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional ordinary shares referred to above, or may be “naked” shorts, which are short positions in excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional ordinary shares, in whole or in part, or by purchasing ordinary shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase ordinary shares through the option to purchase additional ordinary shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market that could adversely affect investors who purchase in this offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the ordinary shares, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase ordinary shares in the open market in stabilizing transactions or to cover short sales, the representatives can require the underwriters that sold those ordinary shares as part of this offering to repay the underwriting discount received by them.

These activities may have the effect of raising or maintaining the market price of the ordinary shares or preventing or retarding a decline in the market price of the ordinary shares, and, as a result, the price of the ordinary shares may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on Nasdaq, in the over-the-counter market or otherwise.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, derivatives trading, investment research, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services (including acting as lender and/or derivative counterparty) for us or our affiliates, for which they received or will receive customary fees and expenses. In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

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Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

•

the information set forth in this prospectus and otherwise available to the representatives;

•

our prospects and the history and prospects for the industry in which we compete;

•

an assessment of our management;

•

our prospects for future earnings;

•

the general condition of the securities markets at the time of this offering;

•

the recent market prices of, and demand for, publicly traded shares of generally comparable companies; and

•

other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our ordinary shares, or that the shares will trade in the public market at or above the initial public offering price.

Directed Share Program

Any sales made through the directed share program will be made by . We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares offered by this prospectus. Any shares sold in the directed share program to our directors, executive officers or shareholders who have entered into lock-up agreements described above shall be subject to the provisions of such lock-up agreements.

Selling Restrictions

General

Other than in the U.S., no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and

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may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may affect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each a “Relevant State”), no ordinary shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the ordinary shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the ordinary shares may be offered to the public in that Relevant State at any time:

(i)

to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation;

(ii)

to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the representative; or

(iii)

in any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of the ordinary shares shall require the company to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to the ordinary shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe for any ordinary shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.

Notice to Prospective Investors in the United Kingdom

This prospectus is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are outside the United Kingdom or if in the United Kingdom who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the “Order” and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this prospectus or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this prospectus relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus or any of its contents.

Notice to Prospective Investors in Canada

The ordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ordinary shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws. Securities legislation in certain provinces or territories of Canada may

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provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Notice to Prospective Investors in Switzerland

This prospectus is not intended to constitute an offer or solicitation to purchase or invest in the ordinary shares. The ordinary shares may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act, or “FinSA” and no application has or will be made to admit the ordinary shares to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the ordinary shares constitutes a prospectus pursuant to the FinSA, and neither this prospectus nor any other offering or marketing material relating to the ordinary shares may be publicly distributed or otherwise made publicly available in Switzerland.

Notice to Prospective Investors in Australia

This prospectus:

(i)

does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (Cth), or the “Corporations Act;”

(ii)

has not been, and will not be, lodged with the Australian Securities and Investments Commission, or “ASIC,” as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and

(iii)

may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act, or “Exempt Investors.”

The ordinary shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the ordinary shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any ordinary shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application for the ordinary shares, you represent and warrant to us that you are an Exempt Investor.

As any offer of ordinary shares under this prospectus will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ordinary shares you undertake to us that you will not, for a period of 12 months from the date of issue or sale of the ordinary shares, offer, transfer, assign or otherwise alienate those ordinary shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

Notice to Prospective Investors in Hong Kong

The ordinary shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance

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(Cap. 571 of the Laws of Hong Kong), or the “SFO,” of Hong Kong and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, or the “CO,” or which do not constitute an offer to the public within the meaning of the CO. No advertisement, invitation or document relating to the ordinary shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to ordinary shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.

Notice to Prospective Investors in Japan

The ordinary shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the ordinary shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of ordinary shares may not be circulated or distributed, nor may the ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, 2001 of Singapore (“SFA”), as modified or amended from time to time including by any subsidiary legislation as may be applicable at the relevant time, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Sections 275 and 276 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with the conditions set forth in the SFA.

Where the ordinary shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

(a)

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b)

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities and securities-based derivatives contracts (each as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the ordinary shares pursuant to an offer made under Section 275 of the SFA except:

(a)

to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or (in the case of such corporation) where the transfer arises from an offer referred to in Section 275(1A) of the SFA, or (in the case of such trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA;

239

(b)

where no consideration is or will be given for the transfer;

(c)

where the transfer is by operation of law;

(d)

as specified in Section 276(7) of the SFA; or

(e)

as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.

Notification under Section 309B(1)(c) of the SFA

The ordinary shares are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Purchasers are advised to seek legal advice prior to any resale of the securities.

Notice to Prospective Investors in India

This prospectus has not been and will not be registered as a prospectus with any registrar of companies in India. This prospectus has not been and will not be reviewed or approved by any statutory or regulatory authority in India, including the Securities and Exchange Board of India, Reserve Bank of India, any registrar of companies in India or any stock exchange in India. This prospectus and this offering of ordinary shares are not and should not be construed as an invitation, offer or sale of any securities to the public in India. Other than in compliance with the private placement exemptions under applicable laws and regulations in India, including the Companies Act, 2013, as amended, our ordinary shares have not been, and will not be, offered or sold to the public or any member of the public in India. This prospectus is strictly personal to the recipient and neither this prospectus nor the offering of our ordinary shares is calculated to result, directly or indirectly, in our ordinary shares becoming available for subscription or purchase by persons other than those receiving the invitation or offer. Each investor is deemed to have acknowledged, represented and agreed that it is eligible to invest in us and our ordinary shares under applicable laws, rules and regulations in India, without the requirement to obtain any prior approval, and that it is not prohibited or prevented under any law, rule or regulation in India from acquiring, owning or selling our ordinary shares.

Notice to Prospective Investors in China

This prospectus will not be circulated or distributed in the People’s Republic of China, or the “PRC,” and the ordinary shares will not be offered or sold, and will not be offered or sold to any person for re-offering or resale directly or indirectly to any residents of the PRC except pursuant to any applicable laws and regulations of the PRC. Neither this prospectus nor any advertisement or other offering material may be distributed or published in the PRC, except under circumstances that will result in compliance with applicable laws and regulations.

Notice to Prospective Investors in Korea

The ordinary shares have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder, or the “FSCMA,” and the ordinary shares have been and will be offered in Korea as a private placement under the FSCMA. None of the ordinary shares may be offered, sold or delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder, or the “FETL.” The ordinary shares have not been listed on any of securities

240

exchanges in the world including, without limitation, the Korea Exchange in Korea. Furthermore, the purchaser of the ordinary shares shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the ordinary shares. By the purchase of the ordinary shares, the relevant holder thereof will be deemed to represent and warrant that if it is in Korea or is a resident of Korea, it purchased the ordinary shares pursuant to the applicable laws and regulations of Korea.

Notice to Prospective Investors in the Dubai International Financial Centre, or “DIFC”

This document relates to an Exempt Offer in accordance with the Markets Rules 2012 of the DFSA. This document is intended for distribution only to persons of a type specified in the Markets Rules 2012 of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for this document. The securities to which this document relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this document you should consult an authorized financial advisor.

In relation to its use in the DIFC, this document is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. The interests in the securities may not be offered or sold directly or indirectly to the public in the DIFC.

Notice to Prospective Investors in the United Arab Emirates (excluding the DIFC and the Abu Dhabi Global Market, or “ADGM”)

This prospectus is strictly private and confidential and is being distributed to a limited number of investors and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this prospectus, you should consult an authorized financial adviser. By receiving this prospectus, the person or entity to whom it has been issued understands, acknowledges and agrees that this prospectus has not been approved by or filed with the UAE Central Bank, the UAE Securities and Commodities Authority, or the “SCA,” or any other authorities in the UAE (outside of the financial free zones established pursuant to UAE Federal Law No. 8 of 2004), nor have the underwriters received authorization or licensing from the UAE Central Bank, SCA or any other authorities in the UAE to market or sell securities or other investments within the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. It should not be assumed that any of the underwriters is a licensed broker, dealer or investment adviser under the laws applicable in the UAE, or that any of them advise individuals resident in the UAE as to the appropriateness of investing in or purchasing or selling securities or other financial products. The ordinary shares are not intended for circulation or distribution in or into the UAE, other than to persons who are “Qualified Investors” within the meaning of the SCA’s Board of Directors Decision No. 3 of 2017 Concerning the Organization of Promotion and Introduction to whom the materials may lawfully be communicated. This does not constitute a public offer of securities in the UAE in accordance with the SCA Chairman of the Board Resolution No. 11/R.M of 2016 on the Regulations for Issuing and Offering Shares of Public Joint Stock, or otherwise.

Nothing contained in this prospectus is intended to constitute investment, legal, tax, accounting or other professional advice. This prospectus is for your information only and nothing in this prospectus is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should consult with an appropriate professional for specific advice rendered based on their respective situation.

Notice to Prospective Investors in the ADGM

The Financial Services Regulatory Authority, or “FSRA,” of the Abu Dhabi Global Market accepts no responsibility for reviewing or verifying this prospectus. Accordingly, the FSRA has not approved this

241

prospectus nor taken any steps to verify the information set out in this prospectus, and has no responsibility for it. The ordinary shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the ordinary shares should conduct their own due diligence on the ordinary shares. If you do not understand the contents of this prospectus you should consult an authorized financial adviser.

242

EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions, that we expect to incur in connection with this offering. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority (FINRA) filing fee, and the stock exchange market entry and listing fee, all amounts are estimates.


SEC Registration Fee		$
FINRA Fee
Stock Exchange Market Entry and Listing Fee
Printing and Engraving Expenses
Legal Fees and Expenses
Accounting Fees and Expenses

Miscellaneous

Total		$

243

LEGAL MATTERS

Certain legal matters of U.S. federal securities and New York State laws in connection with this offering will be passed upon for us by Latham & Watkins LLP. The validity of the ordinary shares offered in this offering and certain legal matters as to Singapore law will be passed upon for us by Rajah & Tann Singapore LLP. Legal matters as to Vietnam law will be passed upon for us by YKVN LLC.

Certain legal matters of U.S. federal securities and New York State laws in connection with this offering will be passed upon for the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP. Certain legal matters of Vietnam law in connection with this offering will be passed upon for the underwriters by VILAF.

244

EXPERTS

The consolidated financial statements of VinFast Auto Pte. Ltd. as of December 31, 2022 and 2021 and for the years then ended and the consolidated financial statements of VinFast Trading and Production JSC as of December 31, 2020 and for the year then ended, each appearing in this prospectus and registration statement, have been audited by Ernst & Young Vietnam Limited, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein. Such consolidated financial statements have been included in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The address of Ernst & Young Vietnam Limited is at 28th Floor, Bitexco Financial Tower, 2 Hai Trieu Street, Ho Chi Minh City, District 1 700000.

245

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, including exhibits and schedules, under the Securities Act, with respect to the ordinary shares being offered by this prospectus. This prospectus, which constitutes part of the registration statement, does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and our ordinary shares, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You may read our SEC filings, including this registration statement, over the Internet at the SEC’s website at www.sec.gov. Upon the completion of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. All information filed with the SEC can be obtained over the internet at the SEC’s website referred to above. We also maintain a website at www.vinfastauto.us, at which, following the completion of this offering, you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website does not constitute part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. Investors should not rely on any such information in deciding whether to purchase our ordinary shares.

246

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


	Page
Consolidated Financial Statements of VinFast Auto Pte. Ltd.

Report of Independent Registered Public Accounting Firm PCAOB ID – 3080		F-3

Consolidated Balance Sheets as of December 31, 2022 and 2021		F-4

Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021		F-6

Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2022 and 2021		F-7

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022 and 2021		F-8

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021		F-10

Notes to the Consolidated Financial Statements		F-12

Consolidated Financial Statements of VinFast Trading & Investment Pte. Ltd.

Report of Independent Registered Public Accounting Firm PCAOB ID - 3080		F-77

Consolidated Balance Sheets as of December 31, 2021 and 2020		F-78

Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020		F-80

Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2021 and 2020		F-81

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2021 and 2020		F-82

Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020		F-84

Notes to the Consolidated Financial Statements		F-86

F-1

VinFast Auto Pte. Ltd.

[Formerly known as VinFast Trading & Investment Pte. Ltd.]

Consolidated financial statements

as of December 31, 2022 and 2021 and for the years then ended

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of VinFast Auto Pte. Ltd. [formerly known as VinFast Trading & Investment Pte. Ltd]

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of VinFast Auto Pte. Ltd. (formerly known as VinFast Trading & Investment Pte. Ltd) (“VinFast Auto” or “the Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, the results of its operations and its cash flows for the two years in the period ended December 31, 2022, in conformity with United States of America generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young Vietnam Limited

We have served as the Company’s auditor since 2017.

Ho Chi Minh City, Vietnam

March 9, 2023

F-3

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED BALANCE SHEETS

as at December 31, 2022 and 2021


			As of December 31,
			2021		2022		2022
	Notes		VND million		VND million		USD
ASSETS

CURRENT ASSETS
Cash and cash equivalents		4		3,024,916		4,271,442		180,901,315
Trade receivables		5		428,592		652,922		27,652,122
Advances to suppliers		6		6,871,869		8,968,752		379,838,724
Inventories, net		7		6,683,685		21,607,277		915,097,291
Short-term prepayments and other receivables		8		4,826,879		6,457,169		273,469,784
Short-term derivative assets		19		—		532,718		22,561,337
Current net investment in sales-type lease		16		169		5,448		230,714
Short-term investments				—		3,902		165,242
Short-term amounts due from related parties		21		1,997,181		1,978,097		83,775,079
Assets classified as held for sale		22		2,859,211		360,893		15,284,319

Total current assets				26,692,502		44,838,620		1,898,975,927


NON-CURRENT ASSETS
Property, plant and equipment, net		9		51,788,345		57,188,667		2,422,017,059
Intangible assets, net		10		3,163,588		1,461,071		61,878,333
Goodwill		10		272,203		272,203		11,528,160
Operating lease right-of-use assets		16		2,235,169		4,558,983		193,079,080
Finance lease right-of-use assets		16		96,582		—		—
Long-term derivative assets		19		5,291		696,332		29,490,588
Long-term advances to suppliers		6		656,464		29,082		1,231,676
Long-term prepayments				4,982		7,611		322,331
Non-current net investment in sales-type lease		16		182,304		82,062		3,475,453
Long-term amounts due from related parties		21		45,950		44,533		1,886,031
Deferred tax assets		17		50,219		—		—
Other non-current assets				127,857		4,426,135		187,452,781

Total non-current assets				58,628,954		68,766,679		2,912,361,492

TOTAL ASSETS				85,321,456		113,605,299		4,811,337,419

F-4

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED BALANCE SHEETS (continued)

as at December 31, 2022 and 2021


			As of December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
EQUITY AND LIABILITIES

CURRENT LIABILITIES
Short-term and current portion of long-term interest-bearing loans and borrowings		11		15,826,651			14,579,553			617,463,691
Short-term derivative liabilities		19		1,111,473			—			—
Trade payables				3,188,756			16,636,820			704,591,719
Deposits and down-payment from customers		12		1,317,471			1,572,537			66,599,058
Short-term deferred revenue		13		17,338			107,448			4,550,551
Short-term accruals		14		4,119,068			11,056,666			468,264,705
Other current liabilities		15		5,313,963			4,177,978			176,942,975
Current operating lease liabilities		16		375,293			768,883			32,563,236
Amounts due to related parties		21		56,035,252			17,325,317			733,750,493

Total current liabilities				87,305,265			66,225,202			2,804,726,428

NON-CURRENT LIABILITIES
Long-term interest-bearing loans and borrowings		11		31,343,149			41,624,960			1,762,873,105
Long-term derivative liabilities		19		891,711			15,180,723			642,924,079
Other non-current liabilities		15		171,290			606,429			25,683,097
Non-current operating lease liabilities		16		1,298,354			3,256,351			137,910,847
Long-term deferred revenue		13		25,945			499,395			21,150,055
Deferred tax liabilities		17		51,462			947,981			40,148,273
Long-term accruals				32,714			16,007			677,907
Amounts due to related parties		21		41,142,764			21,918,710			928,286,892

Total non-current liabilities				74,957,389			84,050,556			3,559,654,255

Commitments and contingencies		24

EQUITY
Ordinary shares (2,411,764,800 and 2,412,852,458 shares issued and outstanding as of December 31, 2021 and 2022, respectively )				553,892			871,021			36,888,929
Accumulated losses				(77,416,918	)		(127,188,455	)		(5,386,602,368	)
Additional paid-in capital				—			12,311,667			521,415,683
Other comprehensive loss				(63,494	)		(104,065	)		(4,407,303	)

Deficits attributable to equity holders of the parent				(76,926,520	)		(114,109,832	)		(4,832,705,059	)
Non-controlling interests (*)				(14,678	)		77,439,373			3,279,661,795

Total deficit				(76,941,198	)		(36,670,459	)		(1,553,043,264	)

TOTAL DEFICIT AND LIABILITIES				85,321,456			113,605,299			4,811,337,419

(*) The balance as of December 31, 2022, mainly included dividend preference shares which comprise of the DPS 1, DPS 3 and DPS 4 issued by VinFast Vietnam to Vingroup JSC as presented in Note 20 (i) and Note 20 (iii).

F-5

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2022 and 2021


			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
Revenues
Sales of vehicles				13,898,621			12,391,500			524,796,735
Sales of merchandise				1,405,368			112,206			4,752,059
Sales of spare parts and components				538,216			2,072,628			87,778,581
Rendering of services				96,577			222,732			9,432,954
Rental income
Revenue from leasing activities				89,400			166,525			7,052,585

*Revenues ()**				16,028,182			14,965,591			633,812,914
Cost of vehicles sold				(23,326,953	)		(24,660,149	)		(1,044,390,522	)
Cost of merchandise sold				(1,398,339	)		(151,353	)		(6,409,994	)
Cost of spare parts and components sold				(437,195	)		(1,869,084	)		(79,158,180	)
Cost of rendering services				(65,376	)		(389,635	)		(16,501,582	)
Cost of leasing activities				(56,095	)		(162,275	)		(6,872,567	)

Cost of sales				(25,283,958	)		(27,232,496	)		(1,153,332,845	)

Gross loss				(9,255,776	)		(12,266,905	)		(519,519,931	)
Operating expenses:
Research and development costs				(9,255,376	)		(19,939,898	)		(844,481,524	)
Selling and distribution costs				(2,203,839	)		(5,213,739	)		(220,808,879	)
Administrative expenses				(2,424,560	)		(4,010,012	)		(169,829,416	)
Compensation expenses				(4,340,322	)		(109,431	)		(4,634,540	)
Net other operating income/(expenses)		18		412,472			(716,379	)		(30,339,670	)

Operating loss				(27,067,401	)		(42,256,364	)		(1,789,613,960	)
Finance income		18		446,139			88,060			3,729,477
Finance costs		18		(4,598,235	)		(7,959,840	)		(337,109,936	)
Net (loss)/gain on financial instruments at fair value through profit or loss				(1,710,029	)		1,226,012			51,923,272
Investment gain		18		956,588			—			—
Share of losses from equity investees				(36,786	)		—			—

Loss before income tax expense				(32,009,724	)		(48,902,132	)		(2,071,071,147	)
Tax expense		17		(209,237	)		(946,738	)		(40,095,603	)

Net loss for the year				(32,218,961	)		(49,848,870	)		(2,111,166,750	)

Net loss attributable to non-controlling interests				(35,234	)		(65,075	)		(2,756,002	)

Net loss attributable to controlling interest				(32,183,727	)		(49,783,795	)		(2,108,410,748	)

(*) Including sales to related parties in 2021 and 2022 of VND516,546 million and VND2,378,858 million (USD100,747,835), respectively.

F-6

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

for the years ended December 31, 2022 and 2021


			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
Net loss for the year				(32,218,961	)		(49,848,870	)		(2,111,166,750	)

Other comprehensive loss
Other comprehensive loss that will be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations				(102,084	)		(40,571	)		(1,718,255	)

Net other comprehensive loss that will be reclassified to profit or loss in subsequent periods				(102,084	)		(40,571	)		(1,718,255	)


Total comprehensive loss for the year, net of tax				(32,321,045	)		(49,889,441	)		(2,112,885,005	)

Net loss attributable to non-controlling interests				(35,234	)		(65,075	)		(2,756,002	)

Comprehensive loss attributable to controlling interest				(32,285,811	)		(49,824,366	)		(2,110,129,003	)


			VND			VND			USD

Net loss per share attributable to ordinary shareholders
Basic and diluted		18		(19,432	)		(20,642	)		(0.87	)

									Unit: Shares

Weighted average number of shares used in loss per share computation
Basic and diluted				1,656,188,563			2,411,812,478			2,411,812,478

F-7

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

for the years ended December 31, 2022 and 2021


	Number of shares of VinFast Auto Shares		Ordinary shares - VinFast Auto VND million		Additional paid-in capital- VinFast Auto VND million			Contributed charter capital - VinFast Vietnam VND million			Accumulated losses VND million			Capital reserve - VinFast Vietnam VND million			Other comprehensive income/(loss) VND million			Non-controlling interests VND million			Total equity/ (deficit) VND million
As of January 1, 2021		—		—		—			38,707,336			(44,356,242	)		11,753,160			45,870			29,968			6,180,092
Net loss for the year		—		—		—			—			(32,183,727	)		—			—			(35,234	)		(32,218,961	)
Foreign currency translation adjustment		—		—		—			—			—			—			(102,084	)		—			(102,084	)

Total comprehensive income/(loss)		—		—		—			38,707,336			(76,539,969	)		11,753,160			(56,214	)		(5,266	)		(26,140,953	)

Additional capital contribution to VinFast Vietnam		—		—		—			4,881,392			—			—			—			—			4,881,392
Demerger of VinFast Vietnam		—		—		—			(1,091,730	)		(871,041	)		(7,754,407	)		—			—			(9,717,178	)
Insertion of VinFast Auto as the holding company of the Group and additional capital contribution to VinFast Vietnam (Note 1)		2,411,764,800		553,892		39,373			(42,496,998	)		234			—			(7,280	)		5,168			(41,905,611	)
Additional capital contribution to a subsidiary and acquisitions of entities under common control		—		—		(35,801	)		—			—			(4,022,812	)		—			4,432			(4,054,181	)
Disposal of subsidiaries to entities under common control		—		—		(3,572	)		—			—			17,917			—			(3,502	)		10,843
Additional acquisition of non-controlling interests from a subsidiary		—		—		—			—			—			—			—			(15,510	)		(15,510	)
Other		—		—		—			—			(6,142	)		6,142			—			—			—

Balance at the end of the year		2,411,764,800		553,892		—			—			(77,416,918	)		—			(63,494	)		(14,678	)		(76,941,198	)

F-8

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

for the years ended December 31, 2022 and 2021


	Number of shares of VinFast Auto Shares		Ordinary shares- VinFast Auto VND million		Additional paid-in capital VinFast Auto VND million		Accumulated losses VND million			Other comprehensive loss VND million			Non-controlling interests VND million			Total Shareholders’ equity (deficit) VND million
Balance as of January 1, 2022		2,411,764,800		553,892		—		(77,416,918	)		(63,494	)		(14,678	)		(76,941,198	)
Net loss for the year		—		—		—		(49,783,795	)		—			(65,075	)		(49,848,870	)
Foreign currency translation adjustments		—		—		—		—			(40,571	)		—			(40,571	)

Total comprehensive income/(loss)		2,411,764,800		553,892		—		(127,200,713	)		(104,065	)		(79,753	)		(126,830,639	)

Additional capital contribution to VinFast Auto		1,087,658		317,129		—		—			—			—			317,129
Additional capital contribution to VinFast Vietnam (Note 20 (i) and (iii))		—		—		—		—			—			77,515,874			77,515,874
Partial disposal of a subsidiary		—		—		—		12,258			—			3,252			15,510
Deemed contribution from owners (*)		—		—		12,311,667		—			—			—			12,311,667

Balance as of December 31, 2022		2,412,852,458		871,021		12,311,667		(127,188,455	)		(104,065	)		77,439,373			(36,670,459	)

USD				36,888,929		521,415,683		(5,386,602,368	)		(4,407,303	)		3,279,661,795			(1,553,043,264	)

(*)	Including:

•

In January 2022, VinFast Vietnam decided to extend the warranty policy to earlier of 10 years or the first 200,000 km for all internal-combustion-engine (ICE) cars sold since 2019 and to be sold thereafter. The estimated warranty cost was substantially supported by Chairman of the Company, in the form of upfront payment of VND350 billion (USD14.8 million), which was received in cash by VinFast Vietnam in June 2022. This amount was recognized as Additional paid-in capital in the consolidated statements of shareholders’ equity.

•

With regard to the ICE phasing-out (Note 1), ICE assets were transferred to Vietnam Investment Group Joint Stock Company (“VIG”) completely in 2022 with a gain of VND11,961.7 billion (USD506.6 million) being recognized in the consolidated statements of shareholders’ equity. Please refer to Note 21, Section “Transactions with VIG JSC related to ICE assets disposal” for details.

F-9

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2022 and 2021


			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
OPERATING ACTIVITIES
Net loss for the year				(32,218,961	)		(49,848,870	)		(2,111,166,750	)

Adjustments to reconcile net loss to net cash flows:
Depreciation of property, plant and equipment		9		3,981,389			3,924,658			166,214,553
Amortization of intangible assets		10		897,562			2,341,850			99,180,510
Impairment of assets and changes in fair value of held for sale assets				164,978			1,133,743			48,015,543
Amortization of finance lease right-of-use assets		16		12,421			—			—
Changes in operating lease right-of-use assets				273,270			448,651			19,000,974
Provision related to purchase commitment, compensation expenses, assurance-type warranties and write-downs of inventories				6,513,514			5,988,521			253,621,930
Allowance against receivable				206,325			172,571			7,308,604
Deferred income tax expenses		17		150,536			946,738			40,095,603
Unrealized foreign exchange (gains)/losses				(448,262	)		744,989			31,551,287
Investment (gain)/loss				(956,588	)		18,962			803,066
Net loss/(gain) on financial instruments at fair value through profit or loss				1,710,029			(1,226,012	)		(51,923,272	)
Change in amortized costs of financial instruments measured at amortized cost		18		1,156,118			1,999,914			84,699,051
Loss on disposal of fixed assets				113,395			—			—
Share of losses from equity investees				36,786			—			—
Working capital adjustments:
(Increase)/decrease in trade and other receivables				(7,406,143	)		622,707			26,372,480
Increase in inventories				(3,857,721	)		(20,241,698	)		(857,263,171	)
Increase in trade and other payables				760,098			17,792,820			753,549,890
Change in operating lease liabilities				(224,085	)		(420,877	)		(17,824,708	)
Decrease/(increase) in prepayments				166,251			(27,080	)		(1,146,874	)

Net cash flows used in operating activities				(28,969,088	)		(35,628,413	)		(1,508,911,284	)

F-10

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

for the years ended December 31, 2022 and 2021


			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
INVESTING ACTIVITIES
Purchase of property, plant and equipment, and intangible assets				(6,007,925	)		(17,681,672	)		(748,842,622	)
Repayment under a business investment and cooperation contract				—			(968,773	)		(41,028,841	)
Deposit received under a business investment and cooperation contract				—			170,017			7,200,449
Proceeds from disposal of property, plant and equipment				48,798			1,412,976			59,841,437
Disbursement of loans				(3,219,449	)		(3,902	)		(165,255	)
Collection of loans				11,054,900			1,034,648			43,818,736
Payment for business acquisition				(77,099	)		—			—
Proceeds from disposal of equity investments				196,407			(2,240	)		(94,867	)
Proceed from disposal of net assets under common control				424,418			—			—

Net cash flows from/(used in) investing activities				2,420,050			(16,038,946	)		(679,270,963	)

FINANCING ACTIVITIES
Capital contribution from owners				9,988,508			6,317,129			267,538,921
Deemed contributions from owner				—			646,655			27,386,710
Deemed distribution to owners for transactions under common control				(498,959	)		—			—
Payment for initial public offering costs				—			(41,649	)		(1,763,891	)
Proceeds from borrowings				38,042,837			87,660,103			3,712,523,420
Repayment of borrowings				(18,677,191	)		(41,637,135	)		(1,763,388,743	)

Net cash flows from financing activities				28,855,195			52,945,103			2,242,296,417

Net increase in cash and cash equivalents				2,306,157			1,277,744			54,114,170
Cash and cash equivalents at January 1				827,742			3,024,916			128,109,266
Net foreign exchange difference				(108,983	)		(31,218	)		(1,322,121	)

Cash and cash equivalents at December 31		4		3,024,916			4,271,442			180,901,315

Supplement disclosures of non-cash activities
Debt conversion to equity				4,121,775			71,515,874			3,028,793,580
Non-cash property and equipment additions				2,274,048			13,349,412			565,365,577
Borrowings by converting from the Group’s consideration payable for acquisition of Vingroup Investment Vietnam JSC				4,693,380			—			—
Establishment of right-of-use assets and lease liabilities at commencement dates and lease modification				1,318,222			2,772,465			117,417,642
Non-cash consideration included in the purchase consideration of business combination				280,912			—			—
Interest payable conversion to debt				—			2,625,845			111,208,072
Supplemental Disclosure
Interest paid, net of capitalized interest				2,873,846			4,378,839			185,449,729
Income tax paid				51,409			22,618			957,903

F-11

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2022 and 2021 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS

(a)

The Reorganization

In early 2021, Vingroup Joint Stock Company (“Vingroup JSC” or “the Ultimate Parent”), founded by Mr. Pham Nhat Vuong (“the Founder”), the parent company of VinFast Auto Pte. Ltd. (formerly known as VinFast Trading & Investment Pte. Ltd.), a company incorporated in Singapore (“VinFast Auto” or “the Company”) and VinFast Trading and Production Joint Stock Company (formerly known as VinFast Trading and Production Limited Liability Company) (“VinFast Vietnam”), executed reorganization transactions (“the Reorganization”) to bring together subsidiaries operating in automotive manufacturing and related businesses into one group. Following the Reorganization, VinFast Auto became the direct holding company of VinFast Vietnam.

In preparation for its planned initial public offering (“IPO”), pursuant to a series of restructuring agreements signed in 2021, the Company acquired 99.9% of the contributed capital of VinFast Vietnam from Vingroup JSC and VIG, an entity under common control of the Founder, with a total consideration of VND50,446.5 billion. The consideration was mostly unpaid as of December 31, 2021 and recognized as an amount payable to related parties, namely Vingroup JSC and VIG. In January 2022, the Company issued promissory notes (the “P-Notes”) to Vingroup JSC and VIG in place of the aforementioned amount payable to related parties, which was subsequently used to increase in capital of VinFast Vietnam (Note 20 (iii)) and offset against the receivables from transfer of ICE assets (Note (1c)), respectively. As both VinFast Auto and VinFast Vietnam are under common control of Vingroup JSC immediately before and after the Reorganization, the transaction was accounted for as a legal reorganization of entities under common control whereby the Company became the holding company of VinFast Vietnam and its subsidiaries using historical costs. Accordingly, the accompanying consolidated financial statements were presented as if the current corporate structure had been in existence since the date when the subsidiaries first came under the common control of Vingroup JSC. Following this transaction, the consolidated statements of shareholders’ equity for the year ended December 31, 2021 represented changes of equity components from VinFast Vietnam to the Company.

(b)

Principal activities

The principal activities of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”) are to manufacture cars, motor vehicles, render leasing activities, trade smartphones and related businesses.

The Company’s head office is located at 120 Lower Delta Road #02-05, Cendex Centre, Singapore 169208. Head office of VinFast Vietnam, a subsidiary of the Company, is located at Dinh Vu—Cat Hai Economic Zone, Cat Hai Island, Cat Hai town, Cat Hai district, Hai Phong city, Vietnam.

(c)

Announcement of ICE phasing-out

In December 2021, the Member’s Council of VinFast Vietnam approved Resolution No. 18/2021/NQ-HDTV-VINFAST on the cessation of all production and trading activities of internal combustion engine (“ICE”) vehicles in 2022 with a commitment to become solely an electric vehicle (“EV”) manufacturer.

In February 2022, the General Meeting of Shareholders of VinFast Vietnam approved the Resolution No. 02/2022/NQ-DHDCD-VINFAST to transfer assets, exclusively for ICE vehicle production which includes engine manufacturing facilities, toolings, subframes, and other related assets (referred to as “ICE assets”), to

F-12

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

(c)

Announcement of ICE phasing-out (continued)

VIG. Accordingly, VinFast Vietnam entered into transfer agreements and guarantee agreements with VIG for the transfer of the ICE assets. Subsequently, in the period, VinFast Vietnam and VIG signed appendices to adjust the list of transferred assets and completed the determination of the price of the transferred assets. VinFast Vietnam completed the disposal of ICE assets in early November 2022.

(d)

The Consolidated Financial Statements

The Group consists of the following entities as of the reporting dates:


No.	Name	Short name	Structure as of December 31, 2021				Structure as of December 31, 2022				Registered office’s address	Note
No.	Name	Short name	Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Registered office’s address	Note
1	VinFast Auto Pte. Ltd.	VinFast Auto		—		—		—		—	120 Lower Delta Road #02-05, Cendex Centre, Singapore 169208	(i)
2	VinFast Trading and Production JSC	VinFast Vietnam		99.9		99.9		99.9		99.9	Dinh Vu – Cat Hai Economic Zone, Cat Hai Island, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam	(ii)
3	VinFast Commercial and Services Trading LLC	VinFast Trading		99.5		99.4		99.5		99.4	No. 7, Bang Lang 1 Street, Vinhomes Riverside Eco-Urban Area, Viet Hung Ward, Long Bien District, Hanoi, Vietnam	(iii)
4	VinFast Germany GmbH	VinFast Germany		100.0		99.9		100.0		99.9	Kornmarktarkaden, Bethmannstraße 8/Berliner Straße 51 – 60311 Frankfurt am Main, Germany	(iv)
5	VinFast Engineering Australia Pty Ltd	VinFast Australia		100.0		99.9		100.0		99.9	234 Balaclava Road, Caulfield North, VIC 3161, Australia	(iv)
6	Vingroup Investment Vietnam JSC	Vingroup Investment		99.7		99.6		99.3		99.2	No. 7, Bang Lang 1 Street, Vinhomes Riverside Eco-Urban Area, Viet Hung Ward, Long Bien District, Hanoi, Vietnam	(v)
7	Vingroup USA, LLC	Vingroup USA		100.0		99.6		100.0		99.2	333 W. San Carlos St., Suite 600, San Jose, CA 95110, USA	(v)
8	VinFast USA Distribution, LLC	VinFast USA Distribution		100.0		99.6		100.0		99.2	12777 West Jefferson Blvd, Suite A-101, Los Angeles, CA 90066, USA	(vi)

F-13

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d)

The Consolidated Financial Statements (continued)


No.	Name	Short name	Structure as of December 31, 2021				Structure as of December 31, 2022				Registered office’s address	Note
No.	Name	Short name	Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Registered office’s address	Note
9	VinFast Auto, LLC	VinFast Auto, LLC		100.0		99.6		100.0		99.2	790 N. San Mateo Drive, San Mateo, CA 94401, USA	(vi)
10	VinFast Auto Canada Inc.	VinFast Auto Canada		100.0		99.6		100.0		99.2	Suite 2600, Three Bentall Centre 595 Burrard Street, P.O. Box 49314, Vancouver Bc V7X 1L3, Canada	(vii)
11	VinFast France	VinFast France		100.0		99.6		100.0		99.2	72 rue du Faubourg Saint Honoré, Paris, 75008 France	(vii)
12	VinFast Netherlands B.V	VinFast Netherlands		100.0		99.6		100.0		99.2	Vijzelstraat 68, 1017HL Amsterdam, Netherlands	(vii)
13	Vingroup Ru, LLC	Vingroup Ru		100.0		99.6		—		—	Building 7, 1-ST Kazachiy Lane, Moscow, Russia	(viii)
14	VinFast OEM US Holding, Inc.	VinFast OEM		—		—		100.0		100.0	850 New Burton Road, Suite 201, Dover, Delaware 19904, Kent County, USA	(ix)
15	VinFast Manufacturing US, LLC	VinFast Manufacturing		—		—		100.0		100.0	160 Mine Lake Court, Ste 200, Raleigh, North Carolina 27615, USA	(ix)

F-14

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d)

The Consolidated Financial Statements (continued)

(1)

These represent the voting right and equity interest of the Company as of December 31, 2022 and 2021 in each entity, respectively.

(i)

In March 2021, Vingroup JSC and Vietnam Investment Group JSC acquired VinFast Auto from a third party. The Company was dormant and did not conduct any substantive operations on its own.

In December 2021, pursuant to a series of restructuring agreements as described in the Reorganization, the Company completed the acquisition of VinFast Vietnam.

(ii)

In accordance with Resolution No. 21/2020/NQ-HDTV-VINFAST dated December 28, 2020 and the Merger Contract dated December 28, 2020 between VinFast Vietnam and P&S LLC, an entity under common control of Vingroup JSC, VinFast Vietnam increased its charter capital by VND1,092 billion in exchange for charter capital of P&S LLC at conversion rate 1:1. The merger of P&S LLC into VinFast Vietnam is assessed as the acquisition of assets under common control. The consideration paid is the carrying value of equity instruments issued by VinFast Vietnam. Consequently, the difference of VND7,754 billion between the carrying amount of net assets of P&S LLC and the par value of equity instruments issued by VinFast Vietnam was recognized in Capital reserve of the consolidated statement of shareholders’ equity.

In March 2021, VinFast Vietnam completed the demerger transaction in which, VinFast Vietnam was demerged into three entities, namely VinFast Vietnam, Ngoc Viet Business Development Investment JSC and P&S Investment JSC. The share capital of Ngoc Viet Business Development Investment JSC and P&S Investment JSC was VND811.94 billion and VND279.79 billion, respectively. As part of the demerger, the other two entities inherited the shares in Vinhomes JSC (a subsidiary of Vingroup JSC) and Vingroup JSC respectively. As a result of the demerger, share capital of VinFast Vietnam decreased by VND1,092 billion.

In March and November 2021, VinFast Vietnam increased its contributed charter capital to VND42,497 billion and VND50,497 billion, respectively.

In June 2021, VinFast Vietnam completed the acquisition of 50% of contributed capital of VinFast – An Phat Plastic Auto Part Company Limited (“VinFast – An Phat”) from a corporate counterparty at a total consideration of VND88 billion. Before the acquisition date, VinFast – An Phat was previously accounted for as an investment in joint venture. After this step-up acquisition, VinFast Vietnam’s equity interest in VinFast – An Phat is 100% and VinFast – An Phat became a subsidiary of the Group. Gain and goodwill arising from this transaction were VND29.6 billion and VND42.3 billion, respectively. The principal activity of this company was to produce plastic components for automobiles and e-scooters. In July 2021, VinFast – An Phat was merged into VinFast Vietnam.

During the year ended December 31, 2022, VinFast Vietnam increased its contributed charter capital in certain times with details as below:


Date	Contributed charter capital (VND billion)		Contributed charter capital (USD million)
March 15, 2022		56,497		2,393
May 12, 2022		57,380		2,430
June 13, 2022		57,548		2,437
December 29, 2022		129,064		5,466

F-15

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d)

The Consolidated Financial Statements (continued)

(iii)

In March 2020, VinFast Leasing JSC was merged into VinFast Trading and VinFast Trading is the surviving entity. As a result, VinFast Trading has been included in the consolidated financial statements from the date of establishment. The principal activities of VinFast Trading are motor vehicles retail and distribution.

(iv)

In July 2018 and November 2019, VinFast Vietnam established VinFast Germany and VinFast Australia with 100% direct voting right. As a result, both VinFast Germany and VinFast Australia have been included in the consolidated financial statements from their establishment dates.

The principal activities of VinFast Germany are trading, importing and exporting equipment, components and spare parts for automobiles, e-scooters and related goods. VinFast Australia is currently dormant, but its principal activities were automobile designing, collaborating in technological research, importing and distributing goods.

(v)

In January 2019 and March 2019, VinTech Technology Development JSC, another subsidiary of Vingroup JSC, established Vingroup USA (previously known as VinTech USA, LLC) and Vingroup Investment (previously known as VinTech Ventures Development LLC) with 100% equity interest.

In July 2020, Vingroup JSC fully acquired Vingroup Investment from VinTech Technology Development JSC with total consideration of VND500 billion. In September 2020, Vingroup Investment fully acquired Vingroup USA from VinTech Technology Development JSC with total consideration of VND97 billion. On the basis that these entities have been under common control, Vingroup Investment and Vingroup USA have been consolidated as subsidiaries of the Group from the date Vingroup JSC obtained control over these entities.

In January 2021, Vingroup JSC contributed capital amounting to VND675 billion to Vingroup Investment.

In March 2021, VinFast Trading acquired 0.33% shares of Vingroup Investment from a subsidiary of Vingroup JSC, therefore, the Group owned 99.57% equity interest of Vingroup Investment and its subsidiaries.

In December 2022, VinFast Trading disposed all shares in Vingroup Investment to a subsidiary of Vingroup JSC, resulting in the decrease in voting right of the Company in Vingroup Investment by 0.33%.

The current principal activities of Vingroup Investment are consultancy and investment activities. The current principal activities of Vingroup USA are importing and distributing electronic and telecommunication equipment.

(vi)

In March 2020, Vingroup USA established VinFast USA Distribution and VinFast Auto, LLC (previously known as VinFast Dealer San Francisco #1) with 100% equity interest. As a result, both VinFast USA Distribution and VinFast Auto, LLC have been included in the consolidated financial statements from the date Vingroup USA obtained control over these entities.

In March 2021, VinFast Vietnam completed the acquisition of 99.34% shares of Vingroup Investment from Vingroup JSC, thereby, Vingroup Investment, Vingroup USA (subsidiary of Vingroup Investment), VinFast USA Distribution and VinFast Auto, LLC (subsidiaries of Vingroup USA) became subsidiaries of VinFast Vietnam.

F-16

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d)

The Consolidated Financial Statements (continued)

The principal activity of these companies is distribution of automotive vehicles.

(vii)

In March 2021, Vingroup Investment received the investment registration certificates certifying Vingroup Investment as the investor of VinFast Auto Canada, VinFast France and VinFast Netherlands.

(viii)

In April 2021, Vingroup Investment completed the acquisition of 100% of contributed capital of Vingroup Ru from Vintech Technology Development JSC (a subsidiary of Vingroup JSC), with total consideration of VND47.6 billion. At the acquisition date, Vingroup Ru owned 99.9% of contributed capital in Vinpearl Travel Ru, thus, VinFast Vietnam indirectly obtained control over Vinpearl Travel Ru. In November 2021, Vingroup Ru completed the disposal of 99.9% of contributed capital in Vinpearl Travel Ru to an external party. In March 2022, the Board of Directors of Vingroup Investment approved the plan to dispose or dissolve Vingroup Ru. In June 2022, the Group completed the disposal of Vingroup Ru to third parties at total consideration of RUB1. Accordingly, Vingroup Ru is no longer a subsidiary of the Company.

(ix)

In May 2022, the Company established VinFast OEM with 100% direct voting right.

In March 2022, Vingroup USA incorporated Project Blue NC, LLC with 100% direct voting right. Subsequently, in May 2022, Project Blue NC, LLC changed its name to VinFast Manufacturing US, LLC and Vingroup USA completed the transfer of all equity interest in VinFast Manufacturing to VinFast OEM.

VinFast OEM and VinFast Manufacturing have been included in the consolidated financial statements from their establishment dates.

The principal activities of VinFast OEM are to research and develop the market. The principal activities of VinFast Manufacturing are to manufacture cars.

(e)

Sales of EVs

From December 2021, the Group commenced its sales of EVs only whilst offering an innovative battery lease model in partnership with VinES Energy Solution Joint Stock Company (“VinES”), an affiliate controlled by the same Ultimate Parent (Note 1(f)).

Commencing November 2022, the Group changed its go-to-market strategy and offered customers the option to purchase electric vehicles with the battery as well as lease batteries under the Battery Subscription Program, in which the Group will act as principal of both sale and subscription plan of batteries.

(f)

VIE structures

VinES is a company operating in the battery business that includes leasing its battery to VinFast’s EV customers (Note 1(e)). From January 2022 to October 2022, VinFast Vietnam offers a battery lease subsidy to their EV customers throughout the battery lease term by paying a portion of the battery lease charge directly to VinES, pursuant to the Master Sales Promotion Agreement signed between VinFast Vietnam and VinES. The Master Sales Promotion Agreement has an initial term of five years until 2027. The battery

F-17

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

(f)

VIE structures (continued)

lease subsidy that exposes VinFast Vietnam to the risk of loss in VinES constitutes variable interests held by the Group. The Group’s maximum exposure to the risk of loss as a result of the Master Sales Promotion Agreement is varied by the number of EV customers who will lease the batteries from VinES and are entitled to receive a subsidy from VinFast Vietnam, subjected to future negotiations with VinES on the terms and conditions of the subsidy according to the Master Sales Promotion Agreement and other factors in the future. The Group lacks the power through voting or similar rights to direct the activities of this entity that most significantly affect its economic performance, so the Group is not the primary beneficiary of VinES and does not consolidate VinES.

By the end of October 2022, in connection with the change in the Group’s go-to-market strategy, the Group and VinES signed the following agreements:

(i)

a termination agreement of the Master Sale Promotion Agreement. The battery lease subsidy by the Group was no longer paid to VinES from November 2022. As a result, the Group ceased to have a variable interest in VinES.

(ii)

an agreement to acquire all batteries that are owned by VinES and currently leased to EV customers. Therefore, the Group shall inherit all the rights and obligations of the Battery Lease Agreement previously signed between VinES and EV Customers. VinES will no longer be the Principal in Battery Lease Agreement.

(g)

Going concern basis of accounting

The Group has prepared the consolidated financial statements on a going concern basis, which assumes the Group will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

The Group has been incurring losses from operations since inception. The Group incurred net losses of VND49,849 billion (USD2,111.2 million) for the year ended December 31, 2022. Accumulated losses amounted to VND127,188 billion (USD5,386.6 million) as of December 31, 2022. The Group is also in a net current liability position of VND21,387 billion (USD905.8 million) as of December 31, 2022.

As of December 31, 2022, the Group’s consolidated balance of cash and cash equivalents was VND4,271 billion (USD180.9 million) (as of December 31, 2021: VND3,025 billion). The Group has prepared its business plan covering the next twelve months from the date of issuance of the consolidated financial statements which considers the increase in revenue and operational efficiency optimization to improve operating cash flows, the use of and the consummation of external financing projects. The Group also has financial support from Vingroup JSC, subject to necessary procedures to facilitate such support, which will remain in place until the earliest of the date on which the Group obtains adequate third-party funding for the Group’s capital requirements, or until Vingroup JSC ceases to control the Group but, in all cases, no sooner than the date falling 12 months after the issuance date of the audit report in relation to the consolidated financial statements.

F-18

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation and presentation and principles of consolidation

Basis of preparation and presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Prior to the Reorganization, substantially all of the operations of the Group were conducted through VinFast Vietnam. VinFast Vietnam was designated as the predecessor as the Company succeeded to the business of VinFast Vietnam as a result of the Reorganization and the Company’s own operations prior to the succession was insignificant relative to the operations assumed.

Certain restructuring transactions were also conducted amongst entities under common control in 2021, thus the acquired assets and liabilities were recognized at their historical amount and consolidated financial statements were retrospectively adjusted. The difference between the consideration and the net book value of acquired net assets has been accounted for as a deemed contribution from or deemed distribution to owners in the consolidated statements of shareholders’ equity.

Principles of consolidation

All significant intercompany transactions and balances and unrealised gains or losses from intercompany transactions within the Group are eliminated upon consolidation.

Operating segments

ASC 280, Segment Reporting, establishes standards to report in consolidated financial statements information about operating segments, products, services, geographic areas, and major customers.

The Chief Operating Decision Maker monitors each segment’s performance for the purpose of making decisions on resource allocation and performance assessment. Based on the criteria established by ASC 280, the Group has three operating segments which are also reportable segments, namely Automobiles, E-scooters and Spare Parts & Aftermarket services.

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, the valuation of derivatives; depreciable lives of property, plant and equipment and intangible assets; assessment for impairment of long-lived assets and goodwill, product warranty, lease terms and standalone selling price of each distinct performance obligation in revenue recognition. Actual results could differ from these estimates.

F-19

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Asset acquisitions

Where an asset is acquired, via corporate acquisitions or otherwise, management considers the substance of the assets and activities of the acquired entity in determining whether the acquisition represents the acquisition of a business.

Where such acquisitions are not judged to be an acquisition of a business, they are not treated as business combinations. Rather, the cost to acquire the corporate entity is allocated between the identifiable assets and liabilities of the entity based on their relative fair values at the acquisition date. Accordingly, no goodwill is recognized. Otherwise, the acquisitions are accounted for as business combinations.

Business combinations

The Group accounts for its business combinations using the purchase method of accounting in accordance with ASC Topic 805, Business Combinations. The purchase method of accounting requires that the consideration transferred to be allocated to the assets, including separately identifiable assets and liabilities the Group acquired, based on their estimated fair values. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of the fair value of considerations transferred, the fair value of the non-controlling interests (if any) and previously held equity interest (if any) over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.

The determination and allocation of fair values to the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Group determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons.

Disposal of subsidiaries to under common control entities

The Group derecognizes the net assets transferred at carrying amount and generally recognizes no gains or losses. A difference between any proceeds received and the carrying amounts of the net assets transferred is recognized in equity in the consolidated financial statements.

Investment

Investment in equity investees

F-20

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Investment (continued)

Investment in equity investees (continued)

The difference between the cost of the equity investee and the amount of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill included in equity method investment on the consolidated balance sheet. The Group evaluates its equity method investments for impairment under ASC 323-10. An impairment loss on the equity method investments is recognized in the consolidated statement of operations when the decline in value is determined to be other-than-temporary.

Other investments

Other investments consist of investment in other entities. In accordance with ASC 321, Investments – Equity Securities, for investments in an investee over which the Group does not have significant influence, the Group carries the investment at fair value with unrealized gains and losses included in earnings. The Group has elected to measure its equity security investments without readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. The Company’s management regularly evaluates the impairment of its equity security investments based on the performance and financial position of the investee as well as other evidence of estimated market values. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and current and future financing needs. An impairment loss is recognized in the consolidated statement of operations equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment.

Short-term investments consist of short-term deposits, which are time deposits placed with banks and have original maturities between three months and one year. Interest earned is recorded as interest income in the consolidated statements of comprehensive loss for the years presented.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, cash in banks, cash in transit and short-term, highly liquid investments, which are unrestricted as to withdrawal and use, with an original maturity of not more than three months that are readily convertible into known amount of cash and that are subject to an insignificant risk of change in value.

Inventories

Inventories are stated at the lower of cost incurred in bringing each product to its present location and condition, and net realizable value.

Net realizable value (“NRV”) is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Once inventory is written-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

F-21

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories (continued)

The perpetual method is used to record inventories, which are valued as follows:


Raw materials, goods in transit, tools and merchandises		- cost of purchase on a weighted average basis.

Finished goods and work in process		- cost of direct materials and labour plus attributable manufacturing overheads based on the normal operating capacity on a weighted average basis.

Reserve for obsolete inventories

Raw materials, work in process, finished goods, and other inventories owned by the Group are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete based on appropriate evidence available at the date of the consolidated balance sheet.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation.

The cost of property, plant and equipment comprises their purchase prices and any directly attributable costs of bringing the property, plant and equipment to working condition for its intended use.

Depreciation of property, plant and equipment are calculated on a straight-line basis over the estimated useful lives of the assets, as follows:


Buildings and structures (*)		3 – 49 years
Machinery and equipment		3 – 25 years
Leased-out EV batteries		10 years
Leased-out escooter batteries		3 – 8 years
Vehicles		5 – 12 years
Office equipment		3 – 10 years

(*) Including leasehold improvements which are depreciated on a straight-line basis over the shorter of their estimated useful lives and terms of the related leases.

Freehold land is not depreciated.

Property, plant and equipment are derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss from disposal (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations when the asset is derecognized. The cost of maintenance and repairs is expensed as incurred, whereas the cost of renewals and betterment that extends the useful lives of property, plant and equipment is capitalized as additions to the related assets. Construction in progress is included within property, plant and equipment and is not amortized until the related asset is ready for its intended use.

F-22

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, plant and equipment (continued)

The useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end.

As presented in Note 1, VinFast Vietnam entered into transfer agreements to transfer ICE assets to VIG JSC. Accordingly, the useful lives of ICE assets have been shortened to early November 2022, with salvage value being the transfer prices specified in the transfer agreements and subsequent amendments.

Assets classified as held for sale

The Group classifies long-lived assets and disposal groups as held for sale if their carrying amounts will be recovered principally through disposal by sale rather than through continuing use. Such long-lived assets and disposal groups are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the sale, excluding the finance costs and income tax expenses.

The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn.

Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale.

Assets and liabilities classified as held for sale are presented separately as current items in the consolidated balance sheets.

The Group classified certain long-lived assets as held for sale as of December 31, 2022 and 2021 (Note 22).

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and accumulated impairment losses.

Licenses

The Group made upfront payments to acquire:

•

A license for the purpose of importing Completely Knocked Down (“CKD”) Kits and assemble the Fadil car model with the CKD Parts at the assembly facilities of the Group and marketing, selling the car and service parts through the Group’s distribution. As a result of the ICE phasing-out event, the useful life of this license was shortened to the date of completion of ICE phasing-out.

•

Licenses to use an intellectual property for the purpose of manufacturing the Lux car models, sourcing components from third parties to produce these cars, selling cars in the licensed territory and other rights. As a result of the ICE phasing-out event, the useful life of this license was shortened to the date of ICE phasing-out.

F-23

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Intangible assets (continued)

Licenses (continued)

•

Licenses to distribute certain licensed software that are embedded in the electric cars produced by the Group.

Amortization of intangible assets is calculated on a straight-line basis over the estimated useful life of each asset as follows:


License		3 years 2 months to 7 years
Software		3 – 8 years
Others		3 – 15 years

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimate. The amortization expense on intangible assets with finite lives is recognized in the consolidated statement of operations in the expense category that is consistent with the function of the intangible assets.

Software purchased from external suppliers for purpose of internal use which is in progress of development as of balance sheet date is included in intangible assets and not amortized until it is ready for intended use.

An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations.

Goodwill

The Group assesses goodwill for impairment in accordance with ASC 350-20, Intangibles-Goodwill and Other: Goodwill (“ASC 350-20”), which requires that goodwill be tested for impairment at the reporting unit level at least annually and more frequently upon the occurrence of certain events. The Group early adopted ASU 2017-04, Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) from January 1, 2019, which simplifies the accounting for goodwill impairment by eliminating Step two from the goodwill impairment test from January 1, 2020.

The Group has identified two reporting units as disclosed in Note 10. The Group has the option to assess qualitative factors first to determine whether it is necessary to perform the quantitative test in accordance with ASC 350-20.

For the year ended December 31, 2022 and 2021, the Group elected to perform a quantitative assessment. The Group estimated the fair value of the reporting units based on an income approach which involved significant management judgment, estimates and assumptions such as the discount rate, sale price, sale volume, production costs and other operating expenditures, terminal growth rate. The fair value of the reporting units exceeded their carrying value and therefore, goodwill was not impaired.

F-24

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of long-lived assets

The Group evaluates its long-lived assets, including fixed assets, intangible assets with finite lives and right-of-use assets, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not be fully recoverable. When these events occur, the Group evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value.

Borrowing costs

Interest costs are capitalized if they are incurred during the acquisition, construction or production of a qualifying asset and such costs could have been avoided if expenditures for the assets had not been made. Capitalization of interest costs commences when the activities to prepare the asset are in progress and expenditures and borrowing costs are being incurred. Interest costs are capitalized until the assets are ready for their intended use.

Warranty provisions

The Group provides a standard manufacturer’s warranty on all new vehicles at the time of vehicle sale. The Group accrues a warranty reserve for the vehicles sold, which includes the best estimate of projected costs to repair or replace items under warranties including recalls when identified. These estimates are primarily based on the estimation of the nature, frequency and average costs of claims or peer benchmarking with other automakers. The estimate of warranty-related costs is revised at each reporting date. Warranty cost is recorded as a component of cost of sale in the consolidated statement of operations. The Group re-evaluates the adequacy of the warranty accrual on a regular basis.

Management records and adjusts warranty reserves based on changes in estimated costs and actual warranty costs.

As the Group only commenced volume production of VinFast cars in June 2019, management’s experience with warranty claims regarding vehicles or with estimating warranty reserves is limited. The Group could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect its financial condition, results of operations, and prospects.

As of December 31, 2022 and 2021, the portion of the warranty reserve expected to be incurred within the next 12 months is included in other current liabilities, while the remaining balance is included in other non-current liabilities on the consolidated balance sheets.

Leases

The Group early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application.

The Group assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non-cancellable period of each contract.

F-25

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases (continued)

The Group as a lessee

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date or e) the leased asset is of such a specialized nature that it is expected to have no alternative use.

Finance lease assets are presented separately on the consolidated balance sheet as finance lease right-of-use assets, and finance lease liabilities are included in accrued expenses and other payables, current and non-current.

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the consolidated balance sheet. ROU assets represent the Group’s right to use an underlying asset for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Group utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, reduced by lease incentives and accrued rent. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option.

The Group has lease agreements with lease and non-lease components, which are generally accounted for separately. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Group recognizes lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain rent holidays and escalating rent are considered when determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease incentives.

The Group as a lessor

F-26

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases (continued)

The Group as a lessor (continued)

to the lessor at the end of the lease term. Notwithstanding the above criteria, leases are classified as operating leases if they have variable lease payments that do not depend on an index or rate and if classifying the lease as a sales-type lease or a direct financing lease would result in the recognition of a selling loss.

For a sales-type lease, at the lease commencement, net investment in the lease is recognized by the sum of the lease receivable and the unguaranteed residual asset. Lease receivable is the present values of the sum of lease payments and the guaranteed residual asset. The Group recognises all revenue and costs associated with the sales-type lease as revenue from leasing activities and cost of leasing activities upon delivery of the underlying asset to the customer. Interest income based on the implicit rate in the lease is recorded to finance income over time as customers are invoiced on a monthly basis.

All other leases are accounted for as operating leases wherein the Group recognizes, at the commencement date, the lease payments as income in profit or loss over the lease term on a straight-line basis and the Group recognizes variable lease payments as income in profit or loss in the period in which the changes in facts and circumstances on which the variable lease payment are based occur.

Battery leases

The Group has battery leases accounted for as both operating leases and sales-type leases. The Group’s operating leases for batteries allow variable monthly subscription fees that depend on mileage usage. Both types of battery leases have an indefinite term and can be terminated at any time at the customer’s discretion. At the termination of contract, customers are required to return the battery to the Group. The Group considers a number of factors, including the technical useful lives of the vehicles and batteries, useful lives of the vehicles, the customer’s termination right, amongst others, in determining the lease term.

At inception or on modification of a contract, the Group allocates the consideration in the contract to the separate lease components and the non-lease components based on their relative standalone selling prices (Note 2q).

Revenue recognition

Sales of vehicles (automobiles, e-scooters)

The Group identifies the individuals and distributors who purchase the vehicles as the customers in the contracts for sales of automobiles and e-scooters produced by the Group. Proceeds from customers are recognized in revenue at the point in time when control of the vehicles is transferred to the customers, usually upon the delivery of the vehicles. From January 2022 onwards, the Group provides extended warranty (“service-type warranty”) in addition to the standard manufacturer’s warranty (“assurance-type warranty”) for general repairs of defects that existed at the time of sale, which are accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when control of the vehicle is transferred to the customer (Note 2(o)).

Contracts with customers may include lease and non-lease components, comprising multiple performance obligations. The total contract consideration is allocated to the separate lease components and non-lease

F-27

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition (continued)

Sales of vehicles (automobiles, e-scooters) (continued)

components, which represents distinct performance obligations, based on the relative estimated standalone selling price in accordance with ASC 606 Revenue recognition (Note 2(p)). The Group generally determines standalone selling prices based on observable price of the goods and services – i.e., actual selling prices charged to customers for vehicles are the prices charged to customers. If the standalone selling price is not directly observable, it is estimated using appropriate data that reflects the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods or services to the customer i.e., cost plus expected margin. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgements on these assumptions and estimates may impact the revenue recognition. As for the extended warranty, the Group will recognize the deferred revenue over time based on a straight-line method initially and will continue to monitor the cost pattern periodically and adjust the revenue recognition pattern to reflect the actual cost pattern as it becomes available.

The consideration recognized represents the amount received, net of estimated sales incentives to distributors and customer sales incentives that the Group reasonably expects to pay. Taxes assessed by various government entities, such as special consumption and value-added taxes, collected at the time of the vehicle sale are excluded from net sales and revenue.

Exchange of used automobiles

The Group receives used automobiles from certain customers in exchange for the new automobiles. The fair value of such non-cash consideration received from the customers is used as part of consideration and will be offset with the transaction price of new automobiles and measured when the Group obtains control of the used automobiles.

The Group estimates the fair value of the non-cash consideration by reference to its market price. If the fair value cannot be reasonably estimated, the non-cash consideration is measured indirectly by reference to the stand alone selling price of the used automobiles sold by the Group.

The program has ceased with effect from December 2022.

Sale of merchandise (automobiles, smartphones)

Proceeds from sales of trading automobiles and smartphones are recognized in revenue upon transfer of control of the merchandise to the customer and the related merchandise carrying value in inventory is recognized in cost of sales.

Under contracts for sale of smartphones, the customer has the right to return defect products for cash refund. The Group uses the most likely amount method to estimate the variable consideration arising from rights of return. As of the reporting date, management assesses that the right of return is unlikely to be exercised by the customers and thus no corresponding adjustments for right of return is recognised in the consolidated financial statements.

F-28

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition (continued)

Sales of spare parts and components

Proceeds from sales of spare parts and components to distributors and customers are recognized in revenue at the point in time when control of the goods is transferred to the distributor or the customer, usually upon the delivery of the spare parts and components.

Rendering of services

Revenue from rendering of services is recognized over time based on the level of work completion as the outcome of all contracts can be reasonably ascertained.

Contract balances under ASC 606

Trade receivables

A receivable is recognized if an amount of consideration that is unconditional is due from the customer (i.e., only the passage of time is required before payment of the consideration is due).

Contract liabilities

A contract liability is recognized if a payment is received, or a payment is due (whichever is earlier) from a customer before the Group transfers the related goods or services. Contract liabilities are recognized as revenue when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).

Cost of sales

Vehicles

Cost of vehicles sold includes direct parts, materials, processing fees, labor costs, manufacturing overhead (including depreciation of assets associated with the production), shipping and logistic costs, penalties imposed by suppliers in case of the shortfall purchases and reserves for estimated warranty expenses. Cost of vehicle revenue also includes adjustments to warranty expense and charges to write-down the carrying value of the inventory when it exceeds its estimated net realizable value and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand.

Other goods (merchandises, spare parts and components)

Cost of other goods sold generally includes cost of purchase of merchandise, spare-parts and other goods, including transportation costs.

Services

Cost of services and other revenue mainly includes labour cost and cost of depreciation of associated assets used for providing the services.

F-29

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Research and development expenses

All costs associated with research and development (“R&D”) are expensed as incurred. R&D expenses are primarily comprised of charges for R&D and consulting work performed by third parties; salaries, bonuses and benefits for those employees engaged in research, design and development activities; license expenses related to intellectual property of designing and developing cars; and allocated costs, including depreciation and amortization and other costs.

Selling and distribution costs

Selling and distribution costs consist primarily of marketing and advertising expenses, salaries and other expenses related to sales and marketing personnel. Advertising expenses consist primarily of costs for the promotion of the Company’s image and product marketing. The Group expenses all advertising costs as incurred and classifies these costs under Selling and distribution costs. For the year ended December 31, 2021 and 2022, advertising cost totalled VND614,805 million and VND1,839,069 million (USD77,887,047), respectively.

Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.

Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

The Group follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Group accounts for uncertainties in income taxes in accordance with ASC 740. Interest and penalties arising from underpayment of income taxes shall be computed in accordance with the related tax law. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognized in accordance with ASC 740 are classified in the consolidated statement of operations as income tax expense.

F-30

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Taxes (continued)

Deferred tax (continued)

The Group recognizes in its consolidated financial statements the impact of a tax position if a tax return position or future tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Group’s consolidated financial statements. Additionally, in future periods, changes in facts, circumstances, and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur.

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective tax jurisdictions. No significant provisions have been made in the consolidated financial statements for the year then ended December 31, 2022 and 2021 (Note 18).

Foreign currencies

The consolidated financial statements are presented in VND. For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency.

Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) on the derecognition of a non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognizes the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.

F-31

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign currencies (continued)

The assets and liabilities of foreign operations are translated into VND at the rate of exchange prevailing at the reporting date and their consolidated statement of operations are translated at monthly average functional exchange rates. The exchange differences arising on translation for consolidation are recognized in Other components of equity in the consolidated statement of shareholders’ equity.

Convenience Translation

Translations of balances in the consolidated balance sheet, consolidated statement of operations, consolidated statement of other loss and consolidated statement of cash flows from VND into USD as of and for the year ended December 31, 2022 are solely for the convenience of the reader and were calculated at the rate of USD1.00 = VND23,612, representing the central exchange rate quoted by the State Bank of Vietnam Operations Centre as of comprehensive December 31, 2022. No representation is made that the VND amounts represent or could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2022, or at any other rate.

Fair value measurement

The Group applies ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided for fair value measurements.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2-Includes other inputs that are directly or indirectly observable in the marketplace.

•

Level 3-Unobservable inputs which are supported by little or no market activity.

Financial instruments include cash and cash equivalents, trade receivables, certain other receivables, short-term derivative asset, other investments, long-term derivative asset, amounts due from related parties, certain other non-current assets, accounts payable, accruals, short-term derivative liabilities, short-term loans, long-term borrowings, long-term derivative liabilities, amounts due to related parties, and certain other current liabilities. The carrying values of the financial instruments included in current assets and liabilities approximate their fair values due to their short-term maturities. The carrying amount of long-term borrowings approximates its fair value due to the fact that the related interest rates approximate market rates for similar debt instruments of comparable maturities.

F-32

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value measurement (continued)

For fair value measurements categorized within Level 3 of the fair value hierarchy, the Group uses its valuation processes to decide its valuation policies and procedures and analyse changes in fair value measurements from period to period. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting.

Commitments and contingencies

In the normal course of business, the Group is subject to contingencies, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

If the assessment of a contingency indicates that it is probable that a loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Group’s consolidated financial statements. If the assessment indicates that a potential loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Current expected credit loss

In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The Group has early adopted this ASC Topic 326 and several associated ASUs.

The Group’s cash and cash equivalents, accounts receivable, certain other receivables, and other current assets are in scope of ASC Topic 326. The Group’s loan receivables from related parties (entities under common control) are excluded from the scope of ASC Topic 326.

The Group has identified the relevant risk characteristics of its customers and the related cash and cash equivalents, accounts receivable, certain other receivables, amounts due from other related parties, other current assets and other non-current assets which include size, type of the services or the products the Group provides, or a combination of these characteristics. Receivables and amounts due from related parties with similar risk characteristics have been grouped into pools. For each pool, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each reporting date based on the Group’s specific facts and circumstances. As of December 31, 2022 and 2021, the allowance for credit losses of the financial assets was insignificant.

F-33

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Write-off and recoveries of financial assets

When the Group deems all or a portion of a financial asset to be uncollectible, it will reduce the allowance for current expected credit losses by the same amount as the portion that is being written off.

An instrument is considered to be recoverable when it no longer meets any of the default criteria. The decision whether to incorporate an estimate of expected recoveries depends on supportable factors such as consideration (e.g. cash) in satisfaction of some or all of the amounts it previously wrote off and historical recoveries in the historical data.

Loss per share

Basic loss per share is computed by dividing net loss attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive.

aa)

Recent accounting pronouncements

Under the Jumpstart Our Business Startups Act of 2012, as amended (“the JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with accounting standards update, which delays the adoption of these accounting standards until they would apply to private companies.

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this Update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this Update require that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application.

The amendments are currently not expected to have a material impact on the Group’s consolidated financial statements.

F-34

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

aa)

Recent accounting pronouncements (continued)

ASU No. 2022-06, Deferral of the Sunset Date of Reference Rate Reform (Topic 848)

In December 2022, the FASB issued ASU No. 2022-06, Deferral of the Sunset Date of Reference Rate Reform (Topic 848). Topic 848 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The ASU is effective as of December 21, 2022 through December 31, 2024. We continue to evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. We adopted ASU 2022-06 during 2022.

The ASU has not and is currently not expected to have a material impact on the Group’s consolidated financial statements.

ASU No. 2021-10, Government Assistance (Topic 832)

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. We adopted the ASU prospectively on January 1, 2022.

Adoption of this ASU did not have a material impact on the Group’s consolidated financial statements.

ASU 2020-10, Codification Improvements

In October 2020, FASB issued ASU 2020-10, Codification Improvements. The amendments in this Update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities.

The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments in this Update is permitted for public business entities for any annual or interim period for which financial statements have not been issued. For all other entities, early application of the amendments is permitted for any annual or interim period for which financial statements are available to be issued. The amendments in this Update should be applied retrospectively. An entity should apply the amendments at the beginning of the period that includes the adoption date.

The amendments did not have a material impact on the Group’s consolidated financial statements.

F-35

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

3.	CONCENTRATION OF RISKS

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The management focuses on two types of market risk, i.e., interest rate risk and currency risk. Financial instruments affected by market risks include loans and borrowings, corporate bonds, financial assets and financial liabilities at fair value through profit or loss.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt obligations with floating interest rates. To manage this, the Group enters into interest rate swaps for loan contracts, in which it agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign currency rates relate primarily to the Group’s operating activities (when revenues or expenses are denominated in a different currency from the Group’s functional currency) and the Group’s borrowings in foreign currency. To manage this, the Group enters into foreign exchange rate swap and forward foreign exchange for loan contracts.

Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and corporate bonds. The Group has managed this liquidity risk by arranging for long-term credit facilities with the banks, or issuing long-term corporate bonds, to ensure that the loans and bonds will be repaid after the Group has completed and put into commercial operations its projects. The Group determines the liquidity risk based on terms of contracts. For accruals and other liabilities, the Group uses its judgement to determine the appropriate level of liquidity risk exposed to these liabilities.

Supply risk

The Group is dependent on its suppliers. The inability of these suppliers to deliver necessary components of products in a timely manner at prices, quality levels and volumes acceptable to the Group, or its inability to efficiently manage these components from these suppliers, could have a material adverse effect on its business, prospects, financial condition and operating results.

F-36

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

CASH AND CASH EQUIVALENTS

As of December 31,

2021

2022

VND million

USD

Cash on hand

382

16,185

Cash at banks

2,574,817

4,271,060

180,885,130

Cash equivalents

450,000

—

TOTAL

3,024,916

4,271,442

180,901,315

Cash at banks earns interest at floating rates. Cash equivalents as of December 31, 2021 represents bank deposit in VND with the term of 7-10 days, earning interest at the rate of 0.2% per annum.

TRADE RECEIVABLES

As of December 31,

2021

2022

VND million

USD

Receivables from sale of finished goods and merchandises (i)

325,326

538,697

22,814,559

Receivables from disposal of assets and raw materials

90,664

76,341

3,233,141

Others

12,602

37,884

1,604,422

TOTAL

428,592

652,922

27,652,122

(i)

This represents contract assets which included trade receivables from sale of automobiles, e-scooters, and spare-parts, which are unconditional (i.e., only the passage of time is required before payment of the consideration is due). The opening balance also included trade receivables from sale of smartphones.

ADVANCES TO SUPPLIERS

The advances to suppliers pertain primarily to amounts advances to suppliers, procurement agents who undertake the procurement of machinery, equipment, and component parts for the Group. It also includes advances to construction contractors engaged in the Group’s manufacturing projects and advances made for the purchase of other goods and services.

INVENTORIES, NET

The classification of inventory balance as of December 31, 2022 and 2021 is as follows:


	At lower of cost and net realizable value
	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Raw materials		3,680,579		12,096,176		512,289,341
Finished goods, including service parts		1,347,383		3,733,281		158,109,478
Good in transit		698,765		2,479,342		105,003,473
Work in process		730,311		2,976,984		126,079,282
Merchandises		71,570		124,375		5,267,462
Tools and spare parts		155,077		197,119		8,348,255

TOTAL		6,683,685		21,607,277		915,097,291

F-37

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

INVENTORIES, NET (continued)

As of December 31, 2022, inventories with the carrying value of VND500 billion (USD21.2 million) (2021: VND500 billion) are used as collateral for borrowings of the Group as presented in Note 11.1.

Finished goods include vehicles, e-scooters and service parts.

Battery leases accounted for as operating leases (Note 2(p)) are transferred to Property, Plant and Equipment once the lease commences (concurrently with the sales of vehicles).

Out of the total amount recognized for inventories at December 31, 2022, inventories measured at cost amounted to VND27,854,205 million (USD1,179,663,084) (2021: VND9,208,796 million). Inventory write-downs recognized in cost of sales for the year ended 2022 were VND5,143,894 million (USD217,850,853) (2021: VND2,385,334 million).

SHORT-TERM PREPAYMENTS AND OTHER RECEIVABLES

As of December 31,

2021

VND million

2022

VND million

2022

USD

Financial assets:

Cash collateral to support Standby letter of credit issuances and other financial assets (i)

348,644

808,518

34,241,826

Subtotal

348,644

808,518

34,241,826

Non-financial assets:

Valued added tax deductible

3,421,578

4,697,711

198,954,388

Import tax to be refunded

689,828

604,755

25,612,175

Other receivables

171,226

12,697

537,716

Other prepaid expenses

195,603

333,488

14,123,679

Subtotal

4,478,235

5,648,651

239,227,958

TOTAL

4,826,879

6,457,169

273,469,784

(i)

This mainly comprises:

•

The secured deposits held in designated bank accounts for being pledged for autonomous vehicle manufacturing surety bonds issued by counterparty. The bonds were issued to cover any cost and expense incurred by Vingroup USA, LLC when running test of automatic prototype cars; and

•

Deposits for lease contracts which will be returned at the end of lease period.

F-38

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

PROPERTY, PLANT AND EQUIPMENT, NET


	As of December 31,
	2021 VND million			2022 VND million			2022 USD
Freehold land		—			1,854,095			78,523,420
Buildings and structures		14,435,845			18,212,817			771,337,328
Machinery and equipment		44,206,289			42,641,762			1,805,936,049
Leased-out batteries		147,164			2,383,095			100,927,283
Vehicles		743,459			1,135,902			48,106,980
Office equipment		973,660			861,099			36,468,702
Others		113,195			92,280			3,908,183

Subtotal		60,619,612			67,181,050			2,845,207,945

Less: Accumulated depreciation		(8,831,267	)		(8,938,736	)		(378,567,517	)
Less: Impairment charges		—			(1,053,647	)		(44,623,369	)

Total property, plant and equipment, net		51,788,345			57,188,667			2,422,017,059

The Group recorded depreciation expenses of VND3,924,658 million (USD166,214,553) and VND3,981,389 million for the years ended December 31, 2022 and 2021, respectively.

As a result of the ICE phasing out event, the ICE assets have been derecognized as of December 31, 2022.

In 2022, the Group identified specific impairment indicators associated with individual assets of leased-out batteries due to competitive lease subscription fee for pioneer customers. The Group impaired these identified assets based on contractual lease payments agreed with customers. Impairment charges of VND1,053,647 million (USD44,623,369) relating to leased-out batteries under the Automotive and E-scooter segments were recognized during the year.

As of December 31, 2022, a portion of property, plant and equipment with carrying amount of VND165 billion (USD7 million) was mortgaged with banks to secure the Group’s loans and debts (Note 11.2).

As of December 31, 2022 and 2021, certain items of property, plant and equipment were classified as non-current assets held for sale due to the plan to dispose of these assets (Note 22).

During the year, the amount of interest cost that has been capitalized is VND357 billion (USD15.1 million) (2021: VND323 billion).

F-39

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

10.

INTANGIBLE ASSETS, NET AND GOODWILL


	*As of December 31, 2021*							*As of December 31, 2022*
	Cost		Accumulated amortization			Net carrying value		Cost		Accumulated amortization			Net carrying value		Net carrying value
	VND million		VND million			VND million		VND million		VND million			VND million		USD

Finite-lived intangible assets:
License (i) (ii)		3,690,720		(1,572,093	)		2,118,627		3,903,095		(3,698,305	)		204,790		8,673,132
Software (iii)		1,266,009		(393,593	)		872,416		1,442,065		(608,416	)		833,649		35,306,158
Purchased software under development phase		159,604		—			159,604		410,506		—			410,506		17,385,482
Others		17,176		(4,235	)		12,941		17,176		(5,050	)		12,126		513,561

Total		5,133,509		(1,969,921	)		3,163,588		5,772,842		(4,311,771	)		1,461,071		61,878,333

(i)

As a result of the ICE phasing-out event, the useful lives of those licenses related to ICE have been shortened to end in early November 2022.

(ii)

Weighted-average remaining useful life of 81 months as of December 31, 2022 (2021: 7 months).

(iii)

Weighted-average remaining useful life of 43 months as of December 31, 2022 (2021: 48 months).

The Group recorded amortization expenses of VND2,341,850 million (USD99,180,510) and VND897,562 million for the years ended December 31, 2022 and 2021, respectively.

The following table identifies the estimated amortization expense of the Group’s intangible assets as of December 31, 2022 for each of the next five years (in VND million):


2023			296,414
2024			328,662
2025			282,205
2026			173,997
2027 and thereafter			379,793

Impairment testing of goodwill of the Group

Allocation of goodwill

Goodwill has been allocated to the Group’s reporting units that are expected to benefit from the synergies of the combination. The reporting units are identified according to main product lines as follows:

Reporting unit

Goodwill allocated

As of December 31,

2021

VND million

2022

VND million

2022

USD

Automotive

262,252

11,106,722

E-scooter

9,951

421,438

Total

272,203

11,528,160

F-40

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

10.

INTANGIBLE ASSETS, NET AND GOODWILL (continued)

Impairment testing of goodwill of the Group (continued)

Allocation of goodwill (continued)

There were no accumulated impairment losses as of December 31, 2022 and 2021.

The reporting unit of Automotive is one level below the Automobiles operating segment, whereas the E-scooter reporting unit and E-scooter operating segment are at the same level. The Group does not aggregate any reporting units for the purpose of testing goodwill for impairment.

Testing impairment for Automotive reporting unit

The Group is required to test its goodwill for impairment annually and more frequently if indicators of impairment exist. As of December 31, 2022, the Group elected to bypass the qualitative assessment and proceeded directly to perform the quantitative goodwill impairment test for the Automotive reporting unit.

For the purpose of fair value measurement, the current use of the assets is considered as the highest and best use. Accordingly, fair value is calculated using cash flow projections from financial budgets approved by management covering the period from the reporting dates to the end of next five financial years; and extrapolated using a steady growth rate (terminal growth rate) of 3% (in 2021: 3%). The after-tax discount rate applied to cash flow projections is 15% (2021: 16%). As a result of this analysis, the estimated fair value of the automotive reporting unit is substantially in excess of their carrying values. Therefore, management did not record any impairment for goodwill allocated to this reporting unit.

Management has made key assumptions and estimates about the future cash flows. The Group’s business is subject to certain risks and uncertainties that may lead to failure to implement the Group’s business plans; including managing changes in market conditions outside of our control and realization of selling price and volume in the future. As a result, a significant reduction in projected cash flow would result in an impairment of goodwill.

11.

INTEREST-BEARING LOANS AND BORROWINGS


			As of December 31,
			2021		2022		2022
	Note		VND million		VND million		USD
Short-term
Loans from banks		11.1		974,542		6,268,276		265,469,931
Current portion of long-term loans		11.2		4,963,207		8,311,277		351,993,760
Current portion of domestic bonds		11.3		9,888,902		—		—

TOTAL				15,826,651		14,579,553		617,463,691

Long-term
Loans from banks		11.2		26,412,665		27,652,234		1,171,109,358
Domestic bonds		11.3		4,930,484		13,972,726		591,763,747

TOTAL				31,343,149		41,624,960		1,762,873,105

F-41

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

11.

INTEREST-BEARING LOANS AND BORROWINGS (continued)

As of December 31, 2022, the remaining balance of undrawn lines of credit for short-term financing was VND2,406.7 billion (USD101.9 million). Interest rate and maturity date would be determined at disbursement date of the loans.

11.1

Short-term loans from banks

Details of the short-term loans from banks of the Group as of December 31, 2022 were as follows:

Bank

As of December 31, 2022

Maturity

Collateral

VND million

USD

(Convenience

translation)

Vietnam Prosperity Joint Stock Commercial Bank

1,916,352

81,160,088

From January
2023 to

June 2023

Sharing collateral with a group of companies guaranteed by the ultimate parent company

Vietnam Technological and Commercial Joint Stock Bank

1,545,277

65,444,562

From January to

August 2023

Payment Guarantee from the ultimate parent company

Saigon – Hanoi Commercial Joint Stock Bank

798,055

33,798,704

From November
2023 to
December 2023

Sharing collateral with a group of companies guaranteed by certain shares of the ultimate parent company

Joint stock Commercial Bank for Investment and Development of Viet Nam – Ha Thanh Branch

818,953

34,683,762

From January

2023 to

July 2023

Certain shares of an affiliate of the Group held by the ultimate parent company

Joint stock Commercial Bank for Investment and Development of Viet Nam –Quang Trung Branch

873,244

36,983,059

From January
2023 to July
2023

Certain shares of an affiliate of the Group held by the ultimate parent company

Joint Stock Commercial Bank for Foreign Trade of Vietnam

169,381

7,173,513

January 2023

Certain inventories of the Group

Ho Chi Minh City Development Joint Stock Commercial Bank

147,014

6,226,243

March 2023

Certain shares of an affiliate of the Group held by the ultimate parent company

TOTAL

6,268,276

265,469,931

F-42

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

11.

INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.1

Short-term loans from banks (continued)

Details of interest rate during the year of short-term borrowings as of December 31, 2022 are as follows:


Loans and borrowings	Currency	Interest rate applicable in 2022
Short-term Loans	VND	From 4.8% to 13.9%
UPAS Letter of Credit	EUR	3.1%

11.2

Long-term loans from banks

Details of long-term borrowings as of December 31, 2022 were as follows:

Lenders

As of December 31, 2022

Maturity date

Collateral

USD

(Convenience

translation)

VND million

Foreign syndicated loan No.1

647,465,653

15,287,959

From March 2023 to September 2030

)

In which: current portion

89,758,809

2,119,385

Foreign syndicated loan No.2

235,604,735

5,563,099

From May 2023 to November 2024

)

In which: current portion

54,084,576

1,277,045

Foreign syndicated loan No.3

199,647,298

4,714,072

April 2023

)

In which: current portion

199,647,298

4,714,072

Foreign syndicated loan No.4

97,010,249

2,290,606

From December 2023 to December 2026

)

In which: current portion

7,486,659

176,775

Foreign syndicated loan No.5

123,354,396

2,912,644

From November 2024 to November 2029

)

Foreign syndicated loan No.6

217,570,846

5,137,283

From November 2025 to November 2026

)

Domestic loan

2,449,941

57,848

From March 2023 to December 2024

)

In which: current portion

1,016,418

24,000

TOTAL

1,523,103,118

35,963,511

In which:

Non-current portion

1,171,109,358

27,652,234

Current portion

351,993,760

8,311,277

F-43

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

11.

INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.2

Long-term loans from banks (continued)

Details of long-term borrowings as of December 31, 2021 were as follows:

Lenders

As of December 31, 2021

Maturity date

Collateral

USD

(Convenience

translation)

VND million

Foreign syndicated loan No.1

693,541,420

16,375,900

From March 2022 to September 2030

)

In which: current portion

87,048,069

2,055,379

Foreign syndicated loan No.2

270,048,916

6,376,395

From May 2022 to November 2024

)

In which: current portion

44,885,143

1,059,828

Foreign syndicated loan No.3

269,022,446

6,352,158

From April 2022 to April 2023

)

In which: current portion

77,418,262

1,828,000

Foreign syndicated loan No.4

92,900,686

2,193,571

From December 2023 to December 2026

)

Domestic loan

3,296,968

77,848

From March 2022 to December 2024

)

In which: current portion

847,027

20,000

TOTAL

1,328,810,436

31,375,872

In which:

Non-current portion

1,118,611,935

26,412,665

Current portion

210,198,501

4,963,207

(i)

As of December 31, 2022 and 2021, these long-term loans were secured by:

•

Property, plant and equipment (Note 9), the Debt Service Reserve Account at the offshore account management bank, the Revenue Account at a commercial bank with outstanding balance and accumulated other related benefits arising from such account;

•

Certain shares of an affiliate held by another affiliate in the Group, certain shares of another subsidiary held by the ultimate parent company;

•

Payment Guarantee from the ultimate parent company and a commercial bank.

As of December 31, 2022, the Group’s collateral cover ratio was less than the required ratio specified in certain borrowing agreements with outstanding balance amounting to VND2,290,606 million (USD97,010,249).

The Group subsequently restored the collateral cover ratio by adding additional assets into the collateral pursuant to the contractual agreements. By the date of the consolidated financial statements, the Group has completed administrative procedures with the relevant regulatory body to register the additional collaterals. Accordingly, VND2,113,831 million (USD89,523,590) under this borrowing agreement continued to be classified as non-current liabilities as of December 31, 2022.

A borrowing agreement with outstanding balance of VND4,714,072 million (USD199,647,298), which matures in April 2023 thus classified as a current liability, is subject to collateral cover ratio covenant test falling due by the end of April 2023. The Group is in the process of calculating the collateral cover ratio and anticipates that it might be less than the required ratio specified in the borrowing agreement. However, there will be no adverse impact on the Group’s financial position as the Group has the ability and intent to settle this obligation at its maturity date.

F-44

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

11.

INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.2

Long-term loans from banks (continued)

Details of interest rate during the year of borrowings as of December 31, 2022 as follows:


Loans and borrowings	Currency	Interest rate applicable in 2022
Secured loans	VND	Floating interest rate, determined by the bank every six months, 10% per annum for the whole year
Secured loans without swap contract	USD	Floating interest rate, from 0.91% to 8.07% per annum
Secured loans with floating interest rate swapped for fixed interest rate (also fixed transaction rate) under swap contracts (Note 19A)	USD	Fixed interest rate under swap contract from 4.1% to 9.15% per annum

11.3

Domestic bonds

The balance as of 31 December 2022 includes bonds arranged by a third counterparty:

•

The bonds being due in December 2024 with a total issuance value of VND11,500 billion. The remaining principal balance of the bonds is VND11,386 billion (USD482.2 million) (net of issuance costs) as of December 31, 2022. These bonds are secured by shares of an affiliate in the Group held by the ultimate parent company, and bear interest at the rate ranging from 9% to 9.25% for the first year. In the following years, the interest rate is determined by the 3.8% to 3.9% marginal interest rates and 12-month saving interest rate for individuals (paid-in-arrears) of Joint Stock Commercial Bank for Foreign Trade of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank. The Company and its subsidiaries have received a guarantee (irrevocable and unconditional) for all payment obligations related to this bond from the ultimate parent company.

•

The bonds being due in May 2025 with a total issuance amount of VND2,000 billion. The remaining principal balance of the bonds is VND1,976 billion (USD83.7 million) (net of issuance costs) as at December 31, 2022. The bonds are secured by shares of an affiliate held by the ultimate parent company, are guaranteed (irrevocable and unconditional) by the ultimate parent company for entire repayment obligations relating to the bonds and bear interest at the rate of 9.26% for the first year. In the following years, the interest rate is determined by 3.9% marginal interest rate and 12-month saving interest rate for individuals (paid-in-arrears) of Joint Stock Commercial Bank for Foreign Trade of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank;

•

The bonds being due in September 2025 with a total expected issuance amount of VND1,200 billion, of which the Group received a disbursement of VND620 billion (USD 26.3 million). The remaining principal balance of the bonds as of December 31, 2022 is VND611 billion (USD25.9 million) (net of issuance costs). The bonds are secured by shares of the ultimate parent company held by VIG, and guaranteed by the ultimate parent company. The bonds bear interest at the rate of 10.42% for the first year. In the following years, the interest rate is determined by 5% marginal interest rate and 12-month saving interest rate for individuals (paid-in-arrears) of Joint Stock Commercial Bank for Foreign Trade

F-45

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

11.

INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.3

Domestic bonds (continued)

of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank.

12.

DEPOSITS AND DOWN PAYMENT FROM CUSTOMERS

This represents deposits and down payment received in advance from customers for sales of automobiles, escooters and service parts, which included VND600 billion (USD25.4 million) of refundable deposit liabilities and VND973 billion (USD41.2 million) non-refundable down-payment of contract liabilities. Revenue recognized in 2022 from these contract liabilities at the beginning of the year amounted to approximately VND1,009 billion (USD42.7 million) (in 2021: VND1,069 billion).

13.

DEFERRED REVENUE

Deferred revenue mainly related to service-type warranties, leasing activities for batteries and maintenance services consisted of the following:


	For the year ended December 31,
	2021			2022			2022
	VND million			VND million			USD
Beginning balance of the period		9,087			43,283			1,833,093
Additions		122,035			615,265			26,057,316
Revenue recognized		(87,839	)		(51,705	)		(2,189,803	)

Ending balance of the period		43,283			606,843			25,700,606

Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet dates. From the deferred revenue balance as of December 31, 2021, revenue recognized during the year ended December 31, 2022 was VND21 billion (USD0.9 million). Of the total deferred revenue as of December 31, 2022, the Group expects to recognize VND107 billion (USD4.6 million) of revenue in the next 12 months. The remaining balance will be recognized over the performance period.

14.

SHORT-TERM ACCRUALS


	As of December 31,
	2021		2022		2022
	VND million		VND million		USD
Financial liabilities:
Accruals for purchase of raw material, machines and equipment, information technology system and development costs		2,871,354		7,885,194		333,948,598
Accrued construction costs of factories and infrastructures		548,739		1,561,480		66,130,781
Accrued selling expenses		148,142		827,978		35,065,983
Accrued loan and bonds interests		273,875		500,259		21,186,642
Others		276,958		281,755		11,932,701

TOTAL		4,119,068		11,056,666		468,264,705

F-46

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

15.

OTHER LIABILITIES


	As of December 31,
	2021		2022		2022
	VND million		VND million		USD
Current non-financial liabilities:
Provision for contract penalty, compensations and purchase commitment		4,115,956		1,321,147		55,952,355
Tax payable		626,370		1,756,860		74,405,387
Assurance-type warranties		164,180		254,792		10,790,784
Payables to employees		313,099		631,064		26,726,410
Others		94,358		214,115		9,068,039

TOTAL		5,313,963		4,177,978		176,942,975

Non-current non-financial liabilities:
Assurance-type warranties		171,290		606,429		25,683,097

TOTAL		171,290		606,429		25,683,097

Details of movement of certain provisions during the year are as below:


	Currency: VND million
	Provision for contract penalty and compensation for the ICE phasing-out			Provision related to purchase commitment			Provision related to cessation of certain Escooter models			Provision for cancellation of lease contract		Assurance-type warranties (i)			TOTAL
At January 1, 2021:		—			1,444,833			—			—		428,046			1,872,879
Provision made during the year		4,340,322			65,981			—			—		178,377			4,584,680
Change in accounting estimate for pre-existing warranties		—			—			—			—		(211,399	)		(211,399	)
Reversal of provision		—			(245,101	)		—			—		—			(245,101	)
Offsetting against advances		(402,777	)		—			—			—		—			(402,777	)
Utilized		—			(1,087,302	)		—			—		(59,554	)		(1,146,856	)

At December 31, 2021		3,937,545			178,411			—			—		335,470			4,451,426

At January 1, 2022:
Provision made during the year		—			—			142,264			130,515		740,710			1,013,489
Change in accounting estimate for pre-existing provisions		(157,349	)		(7,728	)		—			—		(25,024	)		(190,101	)
Utilized		(2,727,358	)		(170,683	)		(4,470	)		—		(189,935	)		(3,092,446	)

At December 31, 2022		1,052,838			—			137,794			130,515		861,221			2,182,368

USD		44,589,107			—			5,835,761			5,527,486		36,473,869			92,426,223

F-47

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

15.

OTHER LIABILITIES (continued)

(i) The estimated impact of extension warranty period for cars sold before December 31, 2021 as disclosed in the consolidated statements of shareholders’ equity is VND357 billion (USD15 million) and was recorded in selling and distribution costs for the year ended December 31, 2022.

Provision for compensation due to ICE phase out event

The Group estimated and made provision amounting to VND4,340,322 million in the year ended December 31, 2021 for compensation expenses deriving from early termination of contracts with suppliers as a result of the Group’s ICE phasing-out plan (Note 1). As of December 31, 2022, VinFast Vietnam is in the process of negotiating with certain suppliers to finalize the compensation expenses (Note 24).

Provision related to purchase commitment

A provision is recognized for expected claims on purchase commitment from suppliers in relation to the purchase of parts, based on respective agreements and negotiation between the counterparties. The pricing is based on estimated purchased volumes. In case of shortfall purchase, the suppliers will reserve the right to revise the quotation and component pricing or are entitled to compensation from VinFast Vietnam. Amounts charged by those parties would be negotiated separately for each period.

16.

LEASES

Group as a lessee

The Group determines whether an arrangement is a lease at inception. The Group has entered into various non-cancellable operating and finance lease agreements for lands, showrooms, offices and tooling used in its operations. The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of or less than 12 months).

As most of the leases do not provide an implicit rate, the Group uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

The balances for the operating leases and finance lease where the Group is the lessee are presented as follows:

As of December 31,

2021

VND million

2022

VND million

2022

USD

Operating lease

Right-of-use assets – Operating lease

2,235,169

4,558,983

193,079,080

Total operating lease liabilities

1,673,647

4,025,234

170,474,083

In which:

Current portion of operating lease liabilities

375,293

768,883

32,563,236

Non-current operating lease liabilities

1,298,354

3,256,351

137,910,847

In which:

Lease liabilities from related parties (*)

663,812

689,846

29,215,909

Lease liabilities from third parties

1,009,835

3,335,388

141,258,174

Finance lease

Right-of-use assets – Finance lease

96,582

—

F-48

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

16.

LEASES (continued)

Group as a lessee (continued)

(*) Detail of balance of lease liabilities from related parties are as follows:


	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Vinhomes JSC		49,965		41,517		1,758,301
VincomRetail JSC		234,462		237,939		10,077,039
VincomRetail Operation LLC		379,385		410,390		17,380,569

TOTAL		663,812		689,846		29,215,909

The components of lease expense are as follows:


	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Operating lease expense		336,644		757,710		32,090,055
Finance lease expense		12,421		—		—

Other information related to operating leases where the Group is the lessee is as follows:


	As of December 31,
Weighted-average remaining lease term: (months)		2021		2022
Operating lease – Land lease		555		545
Operating lease – Showrooms and offices		51		53
Finance lease – Tooling		89		—

Weighted-average discount rate:
Operating leases		8.88	%	9.2	%

Supplemental cash flow information related to operating leases where the Group is the lessee was as follows:

For the year ended December 31,

2021

VND million

2022

VND million

2022

USD

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash outflows from operating leases

289,642

638,235

27,030,112

F-49

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

16.

LEASES (continued)

Group as a lessee (continued)

As of December 31, 2022 and 2021, the maturities of operating lease liabilities (excluding short-term leases) were as follows:


	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Less than 1 year		395,413		811,630		34,373,624
From 1 to 2 years		388,990		905,685		38,356,980
From 2 to 3 years		387,991		904,013		38,286,168
From 3 to 4 years		366,273		822,308		34,825,851
From 4 to 5 years		275,803		647,396		27,418,092
Thereafter		740,294		2,086,969		88,385,948

TOTAL		2,554,764		6,178,001		261,646,663

Less: Imputed interest		881,117		2,152,767		91,172,580
Present value of lease obligations		1,673,647		4,025,234		170,474,083
Less: Current portion		375,293		768,883		32,563,236

Non-current portion of lease obligations		1,298,354		3,256,351		137,910,847

Group as a lessor

Operating Lease and Sales-type Lease Receivables

As of December 31, 2021, the Group, as a lessor, leased a part of factory under a finance lease agreement that lasts for 48 years. Subsequently, as disclosed in Note 21, the Group transferred the factory, which belongs to non-leased back component, to Vinhomes Industrial Zone Investment JSC (“VHIZ JSC”) in February 2022 under the Business Cooperation Contract (“BCC”) agreement, as of result of this transfer, the Group derecognized the sales-type lease receivables from the consolidated financial statements.

The Group is also the lessor of batteries of EV and E-scooter (Note 2(p)).

As of December 31, 2022 and 2021, maturities of our operating lease and sales-type lease receivables from customers for each of the next five years and thereafter were as follows:


	Sale-type lease						Operating lease
	As of December 31,						As of December 31,
	2021 VND million		2022 VND million		2022 USD		2021 VND million		2022 VND million		2022 USD
Less than 1 year		19,746		18,677		790,996		65,283		92,632		3,923,090
From 1 to 2 years		19,746		18,677		790,996		57,747		92,632		3,923,090
From 2 to 3 years		19,746		18,677		790,996		57,747		92,632		3,923,090
From 3 to 4 years		19,746		18,677		790,996		48,893		92,632		3,923,090
From 4 to 5 years		19,746		18,677		790,996		31,040		92,632		3,923,090
Thereafter		796,135		56,031		2,372,989		68,595		367,748		15,574,623

TOTAL		894,865		149,416		6,327,969		329,305		830,908		35,190,073

F-50

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

16.

LEASES (continued)

Group as a lessor (continued)

Net investment in sales-type leases

Net investment in sales-type leases, which is the sum of the present value of the future contractual lease payments, is presented on the consolidated balance sheet as a component of prepaid expenses and other current assets for the current portion and as other assets for the non-current portion. Lease receivables relating to sales-type leases are presented on the consolidated balance sheet as follows:


	As of December 31,
	2021 VND million			2022 VND million			2022 USD
Gross lease receivables		944,227			149,417			6,328,011
Received cash		(49,364	)		(2,649	)		(112,188	)
Unearned interest income		(712,390	)		(59,258	)		(2,509,656	)

Net investment in sales-type leases		182,473			87,510			3,706,167

Reported as:
Current net investment in sales-type lease		169			5,448			230,714
Non-current net investment in sales-type lease		182,304			82,062			3,475,453

Net investment in sales-type leases		182,473			87,510			3,706,167

Lease income in operating lease


	For the year ended December 31,
	2021 VND million		2022 VND million		2022 USD
Lease income relating to lease payments		11,466		26,387		1,117,505
Lease income relating to variable lease payments not included in the measurement of the lease receivable		7,770		14,065		595,689

17.

CORPORATE INCOME TAX

The tax report filed by the entities under the Group is subject to examination by the tax authorities. As the application of tax laws and regulations is susceptible to varying interpretations, the amounts reported in the consolidated financial statements are more-likely-than-not and could change based on the interpretation of tax law by the relevant legal authorities.

The major components of tax expense for the years ended December 31, 2022 and 2021 were:

For the year ended December 31,

2021

VND million

2022

VND million

2022

USD

Income taxes

Current income tax expense

58,701

—

Deferred income tax expense

150,536

946,738

40,095,603

Income tax expense reported in the consolidated statement of operations

209,237

946,738

40,095,603

F-51

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

17.

CORPORATE INCOME TAX (continued)

The reconciliation of tax computed by applying the Vietnam’s statutory tax rate of 20% to the Group’s income tax expense of the years presented are as follows:


	For the year ended December 31,
	2021 VND million			2022 VND million			2022 USD
Loss before tax expense		(32,009,724	)		(48,902,132	)		(2,071,071,147	)
Income tax benefit computed at the Vietnam statutory tax rate of 20%		(6,401,985	)		(9,780,426	)		(414,214,229	)
Effect of preferential tax rates		3,086,200			4,397,659			186,246,781
Foreign tax rates differential		(128,853	)		(232,379	)		(9,841,564	)
Non-deductible expenses		181,983			684,104			28,972,726
Change in valuation allowance		3,471,892			5,877,780			248,931,889

Estimated income tax expense		209,237			946,738			40,095,603

The Vietnam statutory income tax rate was used because the majority of the Group’s operations are based in Vietnam.

17.1

Current corporate income tax

Singapore

The Company incorporated in Singapore is subject to the Singapore Corporate Tax rate of 17% for the years ended December 31, 2022.

Vietnam

The statutory corporate income tax rate applied for subsidiaries in Vietnam is 20% of taxable income. For VinFast Vietnam, the entity was granted an incentive generated from investment project with the tax rate of 10% in the first consecutively 15 years commencing from the first year (2018) in which income from investment project is generated. VinFast Vietnam is entitled to an exemption from CIT for investment project for 4 years commencing from the first year (2021) in which a taxable income from investment project is earned, and a 50% reduction of CIT for the subsequent 9 years. Accordingly, for fiscal year 2022, VinFast Vietnam is entitled to a preferential tax rate of 10% and CIT exemption, leading to the effective tax rate of 0%.

The CIT rates applicable to subsidiaries established in countries other than Singapore and Vietnam vary depending on the regulations of the local tax authorities.

F-52

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

17.

CORPORATE INCOME TAX (continued)

17.2

Deferred tax


	For the year ended December 31,
	2021			2022			2022
	VND million			VND million			USD
Deferred tax assets
Unrecognised tax loss carried forward		1,745,182			3,238,531			137,156,149
Differences in useful life of fixed assets		98,666			45,719			1,936,261
Written-off R&D expenses		118,549			877,778			37,175,080
Loss on revaluations of financial instruments to fair value and impact of amortized cost		390,745			—			—
Exceeding-deductible-cap interest expense carried forward		430,351			728,237			30,841,818
Deferred tax assets from lease back transaction		—			2,806,243			118,848,170
Lease liabilities		384,044			904,451			38,304,718
U.S start-up costs		—			704,720			29,845,841
Others		56,817			443,249			18,772,192

Total deferred tax assets		3,224,354			9,748,928			412,880,229
Less valuation allowance		(2,840,310	)		(7,570,934	)		(320,639,251	)

Total deferred tax assets, net amount		384,044			2,177,994			92,240,978

Deferred tax liabilities
Deferred tax liabilities from lease back transaction		—			(2,115,120	)		(89,578,181	)
Right-of-use assets		(384,044	)		(904,451	)		(38,304,718	)
Battery leased assets		—			(93,110	)		(3,943,334	)
The tax effect of asset acquisitions that are not business combinations		(1,243	)		(7,372	)		(312,214	)
Gain on revaluations of financial instruments to fair value and impact of amortized cost		—			(5,922	)		(250,804	)

Total deferred tax liabilities		(385,287	)		(3,125,975	)		(132,389,251	)

Net deferred tax liabilities		(1,243	)		(947,981	)		(40,148,273	)
Reflected in the consolidated balance sheet as follows:
Deferred tax assets		50,219			—			—
Deferred tax liabilities		(51,462	)		(947,981	)		(40,148,273	)

Deferred tax liabilities, net		(1,243	)		(947,981	)		(40,148,273	)

F-53

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

17.

CORPORATE INCOME TAX (continued)

17.3

Valuation allowance for deferred tax assets

Full valuation allowances have been provided where, based on all available evidence, management determined that it is more likely than not that deferred tax assets will not be realizable in future tax years. Movement of valuation allowance is as follow:

For the year ended December 31,

2021

2022

VND million

USD

Balance at beginning of the year

1,721,902

2,840,310

120,290,954

Additions

1,118,408

4,730,624

200,348,297

Balance at end of the year

2,840,310

7,570,934

320,639,251

Tax loss carried forward

The consolidated entities are entitled to carry tax losses forward to offset against taxable income arising within five years subsequent to the year in which the loss was incurred. As of December 31, 2022, the Group had accumulated tax losses of VND58,738 billion (USD2,487.6 million) available for offset against future taxable profit. These are estimated accumulated tax losses as per the CIT declarations of the consolidated entities which have not been finalized by the local tax authorities as of the date of these consolidated financial statements.

No deferred tax assets have been recognized in respect of these accumulated tax losses because future taxable profit cannot be ascertained at this stage.

The Group has tax losses mainly arising in Vietnam that will expire in several years for deduction against future taxable profit


Originating year	Can be utilized up to		Tax loss amount VND million
2018		2023		38,141
2019		2024		3,159,750
2020		2025		10,146,449
2021		2026		16,833,932
2022		2027		26,597,720

TOTAL				56,775,992

As of December 31, 2022, the Group has tax losses arising in subsidiaries other than Vietnam of VND1,962 billion (USD 83.1 million) that will be carried for deduction against future taxable profit depending on the local tax regulations.

Uncertain tax position

F-54

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

17.

CORPORATE INCOME TAX (continued)

17.3

Valuation allowance for deferred tax assets (continued)

Uncertain tax position (continued)

preparing its income tax filings and supporting tax treatments. Based on the reasonable estimates and prudent judgements of the management, it is more likely than not that the taxation authority will accept all uncertain tax treatments of the Group. Accordingly, the Group did not record any uncertain tax position as of December 31, 2022 and 2021.

Income tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities throughout the world. We have open tax years from 2020 to 2022 with various significant tax jurisdictions. Tax authorities may have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle.

18.

OTHER INCOME AND EXPENSES AND LOSSES PER SHARE

18.1

Other operating income/expenses


	For the year ended December 31,
	2021		2022			2022
	VND million		VND million			USD
*Other operating income*
Foreign exchange gains		450,380		33,774			1,430,374
Others		238,198		159,318			6,747,301

Total		688,578		193,092			8,177,675

*Other operating expenses*
Foreign exchange losses		1,611		861,935			36,504,108
Penalties		112,704		—			—
Loss from disposal of long-lived assets		113,395		—			—
Others		48,396		47,536			2,013,237

Total		276,106		909,471			38,517,345

Net other operating income/(expenses)		412,472		(716,379	)		(30,339,670	)

18.2

Finance income

For the year ended December 31,

2021

2022

VND million

USD

Interest income on loan receivables

415,230

81,836

3,465,861

Interest income on sales-type lease

25,054

1,749

74,073

Others

5,855

4,475

189,543

Total

446,139

88,060

3,729,477

F-55

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

18.

OTHER INCOME AND EXPENSES AND LOSSES PER SHARE (continued)

18.3

Finance costs

For the year ended December 31,

2021

2022

VND million

USD

Contractual coupons on loans and borrowings

3,442,117

5,883,067

249,155,791

Change in amortized costs of financial instruments measured at amortized cost

1,156,118

1,999,914

84,699,051

Others

—

76,859

3,255,094

Total

4,598,235

7,959,840

337,109,936

18.4

Investment gain


	For the year ended December 31,
	2021		2022		2022
	VND million		VND million		USD
Fair value gain from equity instruments measured at fair value through profit or loss		879,792		—		—
Gain from disposal of investments		47,092		—		—
Others		29,704		—		—

Total		956,588		—		—

18.5

Loss per share

Basic loss per share and diluted loss per share have been calculated in accordance with ASC 260 on computation of earnings per share for the years ended December 31, 2022 and 2021. Details are as below:


	For the year ended December 31,
	2021			2022			2022
	VND million			VND million			USD
Net loss attributable to controlling interests		(32,183,727	)		(49,783,795	)		(2,108,410,748	)

Net loss attributable to controlling interests adjusted for the effect of dilution		(32,183,727	)		(49,783,795	)		(2,108,410,748	)


							Unit: Shares
Weighted average number of ordinary shares for basic earnings per share		1,656,188,563			2,411,812,478			2,411,812,478

Weighted average number of ordinary shares adjusted for the effect of dilution		1,656,188,563			2,411,812,478			2,411,812,478


	For the year ended December 31,
	2021			2022			2022
	VND			VND			USD
Basic loss per share		(19,432	)		(20,642	)		(0.87	)
Diluted loss per share		(19,432	)		(20,642	)		(0.87	)

F-56

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

18.

OTHER INCOME AND EXPENSES AND LOSSES PER SHARE (continued)

18.5

Loss per share (continued)

In January 2022, the Company effected a 100-for-one split of ordinary shares. All shares and per share amounts presented in the consolidated financial statements have been revised on a retroactive basis to give effect to the share split.

19.

FAIR VALUE HIERARCHY

Fair value of financial instruments that are carried at fair value

The fair value of financial assets and liabilities by classes that are carried at fair value are as follows:

As of December 31, 2021

Quoted prices in
active markets for
identical instruments

Significant other
observable inputs

Significant
unobservable
inputs

Total

(Level 1)

(Level 2)

(Level 3) (*)

VND million

Financial assets:

Financial assets at fair value through profit or loss

- Long-term derivative asset — cross currency interest rate swaps contract (i)

—

5,291

At December 31, 2021

—

5,291

Financial liabilities:

Financial liability at fair value through profit or loss

- Derivative liabilities — cross-currency interest rate swaps contract (i)

—

2,003,184

In which:

Non-current portion

—

891,711

Current portion

—

1,111,473

At December 31, 2021

—

2,003,184

(*)

There were no transfers into or out of Level 3 of the fair value hierarchy during the year ended December 31, 2021.

F-57

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

19.

FAIR VALUE HIERARCHY (continued)

Fair value of financial instruments that are carried at fair value (continued)

The fair value of financial assets and liabilities by classes that are carried at fair value are as follows (continued):

As of December 31, 2022

Quoted prices in
active markets for
identical instruments

Significant other
observable inputs

Significant
unobservable
inputs

Total

(Level 1)

(Level 2)

(Level 3) (*)

VND million

USD

Financial assets:

Financial assets at fair value through profit or loss

- Derivative assets — cross-currency interest rate swaps contracts (i)

—

1,229,050

52,051,925

In which:

Non-current portion

—

696,332

29,490,588

Current portion

—

532,718

22,561,337

At December 31, 2022

—

1,229,050

52,051,925

Financial liabilities:

Financial liabilities at fair value through profit or loss

- Long-term financial liabilities in respect of DPS2 (Note 20 (ii))

—

15,180,723

642,924,079

At December 31, 2022

—

15,180,723

642,924,079

(*)

There were no transfers into or out of Level 3 of the fair value hierarchy during the year ended December 31, 2022.

F-58

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

19.

FAIR VALUE HIERARCHY (continued)

Fair value of financial instruments that are carried at fair value (continued)

Reconciliations of significant assets and liabilities categorized within Level 3 under the fair value hierarchy are as follow (continued):

As of January 1, 2021

Net change in unrealized

fair value recognized in

consolidated statements

of operations

As of December 31, 2021

VND million

Financial assets:

Financial assets at fair value through profit or loss

- Long-term derivative assets — cross-currency interest rate swaps contracts (i)

309,524

(304,233

)

5,291

Financial liabilities:

Financial liability at fair value through profit or loss

- Derivative liabilities — cross-currency interest rate swaps contracts (i)

1,643,510

359,674

2,003,184

In which:

Non-current portion

803,691

88,020

891,711

Current portion

839,819

271,654

1,111,473

Reconciliations of significant assets and liabilities categorized within Level 3 under the fair value hierarchy are as follow (continued):

As of January 1, 2022

Initial
recognition
during the year

Net change in unrealized

fair value recognized in

consolidated statements

of operations

As of December 31, 2022

VND million

USD

Financial assets:

Financial assets at fair value through profit or loss

- Derivative asset — cross-currency interest rate swaps contract (i)

5,291

—

1,223,759

1,229,050

52,051,925

In which:

Non-current portion

5,291

—

691,041

696,332

29,490,588

Current portion

—

532,718

22,561,337

Financial liabilities:

Financial liability at fair value through profit or loss

- Financial liabilities in respect of DPS2 (Note 20 (ii))

—

13,995,359

1,185,364

15,180,723

642,924,079

- Derivative liabilities — cross-currency interest rate swaps contract (i)

2,003,184

—

(2,003,184

)

—

In which:

Non-current portion

891,711

13,995,359

293,653

15,180,723

642,924,079

Current portion

1,111,473

—

(1,111,473

)

—

F-59

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

19.

FAIR VALUE HIERARCHY (continued)

Fair value of financial instruments that are carried at fair value (continued)

(i)

The Group entered into non-transferable cross-currency interest rate swap (“CCIRS”) contracts with financial institutions for syndicated loans No.1, No.2, and No.3. Under the terms of the CCIRS contracts, the Group will receive floating interests based on outstanding USD notional amount every interest payment date, and in turn will pay fixed interest for such loans based on the outstanding VND notional amount. In addition, at each principal repayment date, the Group will pay a fixed amount in VND based on the USD-VND exchange rate for such loans at inception of the CCIRS for receiving a notional amount in USD with the financial institutions. The outstanding notional amounts of the Group’s derivative instruments were maximum equal to the carrying value of syndicated loans No. 1, No. 2 and No. 3 as disclosed in Note 11.2.

As of December 31, 2022, the total net amount of fair value of the CCIRS derivative liabilities and derivative assets were VND1,229 billion (USD52.1 million) (2021: VND1,998 billion). The Group opted not to designate the CCIRS under hedge accounting therefore, the whole fair value change was charged to the consolidated statement of operations. Net change in fair value of CCIRS derivative instruments for 2022 was recorded as net gain on financial instruments at fair value through profit or loss in the consolidated statement of operations.

Valuation processes

Valuation methods and assumptions

The following methods and assumptions were used for the estimation of recurring fair value measurements categorized within Level 1 and Level 3 of the fair value hierarchy:

•

The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy as of December 31, 2022 are shown below:


*Item*	*Valuation technique*	*Valuation date*	*Significant unobservable inputs*	*Rate* *(%/annum)*
CCIRS contract of the loan No.1	Discounted Cash Flow (“DCF”)	December 31, 2021	Interpolated LIBOR for subsequent years	0.18-1.19
CCIRS contract of the loan No.1	Discounted Cash Flow (“DCF”)	December 31, 2022	Interpolated LIBOR for subsequent years	4.41-4.96
CCIRS contract of the loan No.2	DCF	December 31, 2021	Interpolated LIBOR for subsequent years	0.11-1.13
CCIRS contract of the loan No.2	DCF	December 31, 2022	Interpolated LIBOR for subsequent years	4.54-4.97
CCIRS contract of the loan No.3	DCF	December 31, 2021	Interpolated LIBOR for subsequent years	0.03-0.68
CCIRS contract of the loan No.3	DCF	December 31, 2022	Interpolated LIBOR for subsequent years	4.86-4.89

F-60

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

19.

FAIR VALUE HIERARCHY (continued)

Valuation processes (continued)

Valuation methods and assumptions (continued)


*Item*	*Valuation technique*	*Valuation date*	*Significant unobservable inputs*	*Rate* *(%/annum)*
Financial liabilities in respect of DPS2	Binomial option pricing model – Lattice model and DCF	December 31, 2022	Credit spread of the Company (ii)	12.46
Financial liabilities in respect of DPS2	Binomial option pricing model – Lattice model and DCF		Probability of expected events & expected exercise date
			Fair value of the ordinary shares ($) (i)	3.31
			Dividend yield ($) (ii)	0
			Volatility (ii)	85%-88%

(i)

The fair value of ordinary shares is estimated based on the DCF method. Because there has been no public market for ordinary shares, the Company with the assistance of an independent third party valuer has determined the fair value of ordinary shares by considering a number of objective and subjective factors, including, amongst others, operating and financial performance and trends in industry. There is inherent uncertainty in these estimates. A $1 increase/decrease in the estimated fair value of ordinary shares would result in an increase/decrease in fair value of the Financial liabilities in respect of DPS2 by VND155.2 billion/VND90.1 billion (USD6.6 million/ USD3.8 million), respectively.

(ii)

The risk-free rates are estimated based on the curve of USD LIBOR rates, swap rates, future rates as at the valuation date. The Group has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. The expected volatility at valuation date is estimated based on historical volatilities of comparable companies mirroring the remaining time to respective conversion or maturity date of the EB.

Lattice model is applied to back-solve the implied credit spread of the Company at First closing date. 1% increase/decrease in the credit spread of the Company would result in a decrease/increase in fair value of the Financial liabilities in respect of DPS2 by VND146.2 billion/VND148.4 billion (USD6.2 million/ USD6.3 million), respectively.

20.

DIVIDEND PREFERENCE SHARES

(i)

In March 2022, the General Shareholders of VinFast Vietnam approved the issuance of 600,000,000 dividend preference shares (“DPS1”) to Vingroup JSC, at par value of VND10,000 per share. In December 2022, the General Shareholders of VinFast Vietnam approved the amendment to the rights of the shareholder of these DPS1. These preference shares are non-voting, non-redeemable and entitled to 0.01% of the issuance value per annum in the event VinFast Vietnam has positive retained earnings (after deduction of all dividend). The dividend is paid at the time decided by the General Meeting of Shareholders of VinFast Vietnam. The Shareholders have an optional conversion option to convert the

F-61

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

20.

DIVIDEND PREFERENCE SHARES (continued)

DPS1 to ordinary shares of VinFast Vietnam after December 31, 2023 at the fixed rate of 1:1 if the IPO event does not occur prior to this date.

(ii)

On April 29, 2022 and June 4, 2022, the Company and Vingroup JSC entered into Subscription Agreements with certain investors pursuant to which, Vingroup JSC issued to such investors, and such investors subscribed for, USD525 million aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘First Closing Bonds’) and USD100 million aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘Second Closing Bonds’), respectively. Both First Closing Bonds and Second Closing Bonds are referred to as the “EB”. Investors of the EB have right to require Vingroup JSC to redeem the EB upon the occurrence of certain events, including, amongst others, a change of control of the Company, certain qualifying liquidity events occurring or failing to occur on or prior to September 25, 2023, in respect of the Company. The amount payable upon redemption depends on the relevant redemption event, timing and other applicable conditions; in certain instances, the amount payable is the amount which would provide the investors an agreed minimum internal rate of return.

Concurrent with the entry into the EB, the Company entered into a Deed Poll, pursuant to which investors of the EB have the rights to exchange their EB upon the completion of an initial public offering of the Company, for a specified number of ordinary shares in the Company at the exchange rate determined at the time of exchange.

Under the terms of the EB, Vingroup JSC shall use the proceeds from the issuance of the EB (net of fees and expenses incurred in connection with such issuance) to contribute capital into VinFast Vietnam via the issuance of Dividend Preferred Shares (“DPS2”).

In May and June 2022, VinFast Vietnam issued DPS2 amounting to VND11,745.72 billion (USD497.4 million) and VND2,249.64 billion (USD95.3 million) to Vingroup JSC, respectively. The DPS2 are non-voting, non-redeemable and entitled to dividend at specified rates. The DPS2 shall be converted automatically into ordinary shares of VinFast Vietnam at the earlier of the transfer of such DPS2 from Vingroup JSC to the Company and the date falling five years and three months after the issuance date of DPS2.

In July 2022, the Company entered into a put option agreement with Vingroup JSC, which was amended in December 2022, pursuant to which Vingroup JSC will have the right to require the Company to purchase DPS2 on the earlier of Vingroup JSC’s receipt of a notice to redeem the EB or the maturity date of the EB.

The above series of financial instruments and contracts, together with all rights, obligations and features, were treated as a bundle, collectively, the ‘Financial liabilities in respect of DPS2’ and is measured at fair value through profit or loss in the consolidated statements of the Group.

As of December 31, 2022, the fair value of the Financial liabilities in respect of DPS2 was VND15,181 billion (USD 642.9 million). Change in fair value of the Financial liabilities in respect of DPS2 was recorded as loss on financial instruments at fair value through profit or loss in the consolidated statement of operations.

(iii)

In December 2022, the General Shareholders of VinFast Vietnam approved the issuance of 2,578,216,022 Dividend preference shares (“DPS3”) to Vingroup JSC at par value of VND10,000 per share. Vingroup used the P-Notes as consideration to subscribe for DPS3 (Note 1(a)). These preference shares are

F-62

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

20.

DIVIDEND PREFERENCE SHARES (continued)

non-voting, non-redeemable and entitled to dividend of 0.01% of the par value per annum in the event VinFast Vietnam has positive retained earnings (after deduction of all dividend). The dividend is paid at the time decided by the General Meeting of Shareholders of VinFast Vietnam. The Shareholders have a conversion option to convert the DPS3 to ordinary shares of VinFast Vietnam after December 31, 2023 at the fixed rate of 1:1 if the IPO event does not occur prior to this date.

In December 2022, the General Shareholders of VinFast Vietnam also approved the issuance of 4,573,371,392 Dividend preference shares (“DPS4”) to Vingroup at par value of VND10,000 per share. Vingroup used its loans to VinFast Vietnam as consideration to subscribe for DPS4. These preference shares are non-voting, non-redeemable and entitled to dividend of 9% of the par value per annum in the event VinFast Vietnam has positive retained earnings (after deduction of all dividend). The amount of dividend can be adjusted upon agreement between Vingroup and VinFast Vietnam. The dividend is paid at the time decided by the General Meeting of Shareholders of VinFast Vietnam. The Shareholders have a conversion option to convert the DPS4 to ordinary shares of VinFast Vietnam after December 31, 2023 at the fixed rate of 1:1 if the IPO event does not occur prior to this date.

21.

TRANSACTIONS WITH RELATED PARTIES

The principal related parties with which the Group had significant transactions during the years ended December 31, 2022 and 2021 presented are as follows:


Related parties		Relationship with the Company
Pham Nhat Vuong		Member of the Board of Directors
Vingroup JSC		Ultimate Parent
VIG		Shareholder
Asian Star Trading & Investment Pte. Ltd. (“Asian Star”)		Shareholder
VinES JSC		Entity under common control
Vinbus Ecology Transport Services LLC		Entity under common control
Vincom Retail JSC		Entity under common control
Vincom Retail Operation LLC		Entity under common control
VIN3S JSC		Entity under common control
VHIZ JSC		Entity under common control
Vinhomes JSC		Entity under common control
Vinpearl JSC		Entity under common control
Vinsmart Research and Manufacture JSC		Entity under common control
VinFast Lithium Battery Pack LLC		Joint venture (until December 3, 2021) Associate of Parent Company
SADO JSC		Entity under common control
Times Trading Investment and Development One Member LLC		Entity under common control
Vinbiocare Biotechnology JSC		Entity under common control
Thai Son Construction Investment JSC		Entity under common control

F-63

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2022 and 2021 were as follows:


		For the year ended December 31,
		2021		2022		2022
Related party	Transactions	VND million		VND million		USD
Vingroup JSC	Borrowings		31,938,007		51,879,878		2,197,182,704
	Borrowings (converted from the Group’s consideration payable to Vingroup JSC for acquisition of Vingroup Investment)		4,693,380		—		—
	Borrowings (converted from interest payable)		—		2,625,845		111,208,072
	Interest expense		1,229,683		2,349,133		99,488,946
	Capital contribution by offsetting against borrowings (Note 20(iii))		4,121,775		45,733,714		1,936,884,381
	Capital contribution receipt in cash (Note 20(i))		2,515,000		6,000,000		254,108,081
	Capital contribution by offsetting against P-notes (Note 20(iii))		—		25,782,160		1,091,909,199
	Capital contribution receipt in cash		—		163,392		6,919,871
	Issuance of DPS2 (Note 20(ii))		—		13,995,359		592,722,302
	Payable due to the acquisition of VinFast Vietnam by VinFast Auto		25,782,160		—		—
	Advance to acquire shares of VinFast Vietnam		235,000		—		—
	Cash received from selling car vouchers		—		700,150		29,652,295

Asian Star	Borrowings		—		94,920		4,019,990
	Capital contribution receipt in cash		—		47,569		2,014,611

VIG	Payable due to the acquisition of VinFast Vietnam by VinFast Auto		24,208,340		—		—
	Consideration receivable from disposal of ICE assets which was used to offset against P-notes		—		24,208,340		1,025,255,802
	Consideration receivable from disposal of ICE assets which was used to offset against debts related to lease back ICE assets		—		1,148,215		48,628,452
	Cash received for disposal of ICE assets (inclusive of VAT receivable)		—		2,000,000		84,702,694
	Capital contribution receipt in cash		5,870,619		106,168		4,496,358
	Advance to acquire shares of VinFast Vietnam		226,917		—		—

F-64

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2022 and 2021 were as follows (continued):


		For the year ended December 31,
		2021		2022		2022
Related party	Transactions	VND million		VND million		USD

Pham Nhat Vuong	Capital contribution in cash		247,963		—		—
	Sponsorship contribution - accounted for as deemed contribution		—		350,000		14,822,971

Vinhomes JSC	Cash received from selling car and e-scooter vouchers		3,967,140		5,345,953		226,408,309
	Borrowings		4,270,000		—		—
	Reduction of borrowings through offsetting debt		1,921,337		—		—

Vinpearl JSC	Loan receivables		4,353,000		—		—
	Borrowing		—		500,000		21,175,673
	Interest receivable		244,557		72,353		3,064,247
	Purchase of hospitality vouchers		165,303		56,095		2,375,699
	Advance to buy voucher		—		150,000		6,352,702
	Hotel service expenses		121,122		99,794		4,226,410

VinES JSC	Sale of battery parts and finished batteries		—		1,355,548		57,409,283
	Transfer of battery production facilities		—		5,061,503		214,361,469
	Purchase of finished battery packs, tools and service		—		5,413,397		229,264,654
	Payment on behalf related to batteries purchase		—		7,448,574		315,457,140

Vinsmart Research and Manufacture JSC	Loan receivable		1,227,000		—		—
	Transfer of investments		634,406		—		—
	Purchase of smartphones		930,065		—		—
	Purchase of fixed assets, tools, materials and goods		595,827		3,178,988		134,634,423

VHIZ JSC	Contractual profit sharing under business investment and cooperation contract		336,000		56,000		2,371,675
	Interest expense		—		1,202,202		50,914,874

Vincom Retail JSC	Borrowings		295,000		3,250,000		137,641,877

Vincom Retail Operation LLC	Rental showrooms and charging stations		76,666		110,077		4,661,909
	Borrowings		—		4,570,000		193,545,655

F-65

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2022 and 2021 were as follows (continued):


		For the year ended December 31,
		2021		2022		2022
Related party	Transactions	VND million		VND million		USD

SADO JSC	Loan receivables		107,200		—		—

Times Trading Investment and Development One Member LLC	Loan receivables		108,000		—		—

Vinbiocare Biotechnology JSC	Borrowing		137,500		—		—

VIN3S JSC	Purchase of information technology services and software		148,586		350,577		14,847,408

Thai Son Construction Investment JSC	Borrowing		1,900,000		—		—

VinFast Lithium Battery Pack LLC (Joint venture until December 3, 2021)	Purchase of assets, materials and tools		189,407		319		13,510

Vinbus Ecology Transport Services LLC	Revenue from sale of electric buses		480,102		847,128		35,877,012

Transactions with VHIZ JSC related to Asset Transfer

According to the Business Cooperation Contract (“BCC”) and related appendices signed between VinFast Vietnam and VHIZ JSC, VHIZ JSC contributed an amount of VND17,005 billion to VinFast Vietnam for the transfer of assets of certain component projects (mainly land and structures, factories and infrastructure associated on the land of the VinFast Automotive Manufacturing Complex project in Hai Phong) to VHIZ JSC and would earn a yield of VinFast Vietnam’s total revenue. The yield applicable for period from August 2020 to December 2020 is 2% of VinFast Vietnam’s total revenue but not less than VND22,000 million per month, and for period from January 2021 to February 2022 is 1.5% of VinFast Vietnam’s total revenue but not less than VND28,000 million per month while awaiting completion of legal procedures for project handover. In February 2022, VinFast Vietnam completed the transfer of the component projects to VHIZ JSC with total consideration of VND16,036 billion (USD679.2 million). At the same time, VinFast Vietnam also signed a long-term lease contract (45 years) to lease back majority of the transferred assets (except for those in the Supplier Park) from VHIZ JSC (“the Leased-back assets”), to continue production activities of VinFast Vietnam. The non-leaseback portion of transferred assets was transferred to VHIZ JSC.

While waiting for the legal title of VHIZ JSC to be registered in the land certificate, VinFast Vietnam and VHIZ JSC signed a short-term business cooperation contract (“BCC 2022”) to continue using the Leased-back assets for production and operation until the legal title of the Transferred portion of the project is registered under VHIZ JSC in the land certificate. The legal title registration procedures were completed in October 2022. The Leased-back assets continue to be recognized as property, plant and equipment of the Group.

F-66

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Transactions with VIG JSC related to ICE assets disposal

As disclosed in Note 1, in 2022, VinFast Vietnam disposed ICE Assets amounting to VND12,817.7 billion (USD542.8 million) to VIG at total contractual consideration amount of VND28,999 billion (USD1,228.1 million), including VAT. After the ICE Assets were legally transferred in June 2022, a portion of these assets was leased back until early November 2022, at which point ICE vehicle production was ceased, resulting to the disposal of ICE Assets being completed by that time, at net gain of VND13,604.2 billion (USD576.1 million). During 2022, VIG settled (i) VND2,000 billion (USD84.7 million) in cash, (ii) VND24,208.3 billion (USD 1,025.3 million) through the assignment of the Share Acquisition P-Note held by VIG to VinFast Vietnam in 2022 and (iii) VND1,148.2 billion (USD48.6 million) through offsetting against outstanding fixed rental fee receivables for the leased-back period due from VinFast Vietnam. For the purpose of presentation, the net gain of VND13,604.2 billion (USD576.1 million) is presented net of the outstanding receivable due from VIG of VND1,642.5 billion (USD69.5 million). As a result, the net impact of VND11,961.7 billion (USD506.6 million) is recognized in the consolidated statements of shareholders’ equity as a deemed contribution arising from the disposal of the ICE assets.

Terms and conditions of transactions with related parties during the years

During the year ended December 31, 2022 and 2021, the Group sold/purchased goods and rendered/purchased services to/from related parties based on negotiated prices.

The sales to and purchases from related parties are made on terms agreed among parties. Outstanding balances at the year-end are unsecured and interest free (except for loans to and borrowings from related parties which are subject to interest rate of 7.5% or 10% per annum) and settlement occurs in cash or offsetting against debts. There has been no guarantee provided or received for any related party receivables or payables.

During the year ended December 31, 2022 and 2021, the Group has not made provision for doubtful debts relating to amounts due from related parties. This assessment is undertaken each financial period through the examination of the financial position of the related parties and the market in which the related parties operate.

F-67

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Terms and conditions of transactions with related parties during the years (continued)

Amounts due to and from related parties as of December 31, 2022 and 2021:

As of December 31

2021

2022

VND million

USD

Amounts due from related parties

Short-term loans, advance to and receivables from related parties

1,997,181

1,978,097

83,775,079

Short-term loans (Note 21a)

1,563,299

545,400

23,098,425

Short-term advance to and receivables (Note 21b)

433,882

1,432,697

60,676,654

Long-term loans to and receivables

45,950

44,533

1,886,031

Long-term loans (Note 21a)

16,750

—

Long-term receivables

29,200

44,533

1,886,031

Total

2,043,131

2,022,630

85,661,110

Amounts due to related parties

Short-term payables to and borrowings from related parties

56,035,252

17,325,317

733,750,493

Short-term payables (Note 21b)

55,740,252

16,605,397

703,260,911

Short-term borrowings (Note 21a)

295,000

719,920

30,489,582

Long-term payables to related parties

41,142,764

21,918,710

928,286,892

Long-term payables (Note 21b)

14,531,172

14,371,365

608,646,646

Long-term borrowings (Note 21a)

26,611,592

7,547,345

319,640,246

Total

97,178,016

39,244,027

1,662,037,385

F-68

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Terms and conditions of transactions with related parties during the years (continued)

Detail of loans to and borrowings from related parties:

•

As of December 31, 2022:

Related parties

VND million

Interest rate
per annum

Maturity date

Short-term loans to a related party

Vinpearl JSC

545,400

September 2023

Total

545,400

Short-term borrowings from related parties

Vingroup JSC

325,000

From August 2023
to October 2023

Vinpearl JSC

300,000

August 2023

Asian Star

94,920

7.5

June 2023

Total

719,920

Long-term borrowings from a related party

Vingroup JSC

7,547,345

February 2024 and
December 2026

Total

7,547,345

•

As of December 31, 2021:

Related parties

VND million

Interest rate

per annum

Maturity date

Short-term loans to related parties

Vinpearl JSC

1,500,400

From June 2022 to
July 2022

Vinsmart Research and Manufacture JSC

62,899

September 2022

Total

1,563,299

Short-term borrowings from a related party

Vincom Retail JSC

295,000

October 2022

Total

295,000

Long-term borrowings from related parties

Vingroup JSC

24,262,930

From February 2023
to September 2023

Vinhomes JSC (*)

2,348,662

February 2023

Total

26,611,592

(*)

The collateral for the borrowing from Vinhomes JSC is a portion of equity interest in an affiliate, held by Vingroup JSC and entire rights and benefits associated with the equity interest.

F-69

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Terms and conditions of transactions with related parties during the years (continued)

Detail of other balance due from and due to related parties:

•

As of December 31, 2022:


Related parties	Transactions	VND million
*Short-term advance to and receivables from related parties*
VinES JSC	Receivable from disposal of assets		1,000,000
VinFast Lithium Battery Pack LLC	Receivable from disposal of assets and selling material		46,270
Vinpearl JSC	Interest receivables		133,626
	Advance for purchase of vouchers		91,944
	Other receivables		24,634
Vingroup JSC	Receivable from providing services and disposal of assets		45,676
VHIZ JSC	Payment on behalf and others		38,413
Others	Other advance and short-term receivables		52,134

Total			1,432,697

*Short-term payables to related parties*
VHIZ JSC	Payable relating to leaseback transaction and others		919,493
Vingroup JSC	Car vouchers which have not been redeemed		699,390
	Interest payables and others		113,883
Vinsmart Research and Manufacture JSC	Payable for purchasing of raw materials and assets		2,038,084
Vinhomes JSC	Car vouchers which have not been redeemed		3,520,132
	Other payables		84,801
VinES JSC	Payable relating to purchase of goods and services		8,816,483
Vin3S JSC	Payable relating to purchase of assets and services		104,792
Others	Other payables		308,339

Total			16,605,397

*Long-term payables to related parties*
VHIZ JSC	Payables relating to leaseback transaction and others		14,274,362
Vingroup JSC	Interest payables		97,003

Total			14,371,365

F-70

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Terms and conditions of transactions with related parties during the years (continued)

Detail of other balance due from and due to related parties (continued):

•

As of December 31, 2021:


Related parties	Transactions	VND million

*Short-term advance to and receivables from related parties*
VinFast Lithium Battery Pack LLC	Receivable from disposal of assets and selling material		45,061
Vinsmart Research and Manufacture JSC	Interest receivables		95,989
Vinpearl JSC	Interest receivables		264,660
Others	Other advance and short-term receivables		28,172

Total			433,882

*Short-term payables to related parties*
VHIZ JSC	Obligation and deposit relating to business investment and cooperation contract		3,449,253
	Interest accrued expenses		24,861
Vingroup JSC	Payable relating to the acquisition of VinFast Vietnam by VinFast Auto		25,782,160
Vinsmart Research and Manufacture JSC	Payable for purchasing of goods and services		534,867
Vinhomes JSC	Car vouchers which have not been redeemed		1,502,503
VIG	Payable relating to the acquisition of VinFast Vietnam by VinFast Auto		24,208,340
Others	Other payables		238,268

Total			55,740,252

*Long-term payables to related parties*
VHIZ JSC	Deposit under business investment and cooperation contract		13,593,227
Vinhomes JSC	Interest payables		2,791
Vingroup JSC	Interest payables		935,154

Total			14,531,172

F-71

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

22.

ASSETS CLASSIFIED AS HELD FOR SALE

The Group classified certain long-lived assets under the Automobiles segment, as held for sale as of December 31, 2022 due to its plan to dispose of these assets.

As of December 31,

2021

2022

VND million

USD

Carrying value of assets held for sale

Certain assets relating to the BCC (i)

1,720,604

—

Battery production facilities (ii)

723,354

—

Assets of Lang Lang Proving Ground (iii)

415,253

360,893

15,284,319

Total

2,859,211

360,893

15,284,319

(i)

Under the BCC transaction as disclosed in Note 21, VinFast Vietnam had plan to dispose of a portion of its projects to VHIZ JSC. The disposal was subsequently completed in February 2022 and thus the non-lease back assets were derecognized from the consolidated financial statements of the Group.

(ii)

According to the framework contract between VinFast Vietnam and VinES JSC, VinFast Vietnam shall transfer to VinES all battery production facilities, including those in battery cell workshop and battery packing workshop. During the year ended December 31, 2022, the battery production facilities were transferred and the Group recognized a loss of VND39 billion (USD1.7 million) in cost of sales, which was resulted from change in fair value of these assets.

(iii)

In accordance with the Director’s Resolution dated 6 September 2021 of VinFast Australia Pty Ltd, the Group established a plan to dispose of fixed assets of Lang Lang Proving Ground in Australia. As of December 31, 2022, the Group has identified a potential customer and is in the process of negotiation to finalize a sale agreement. The transaction is expected to be completed in 2023, therefore, the criteria of assets held-for-sale are satisfied as of December 31, 2022. For the year ended December 31, 2022, the Group recognized a decrease of VND14 billion (USD0.6 million) in Other comprehensive loss in equity due to change in foreign exchange rate, and a loss of VND40 billion (USD1.7 million) in administrative expenses due to change in fair value of fixed assets of Lang Lang Proving Ground.

23.

SEGMENT REPORTING

The Company has three reportable segments, namely Automobiles, E-scooter, Spare parts & Aftermarket services. The Automobiles segment includes the design, development, manufacturing and sales of cars and electric buses. The E-scooter segment includes the design, development, manufacturing and sales of e-scooters. The sales of spare parts and rendering of aftermarket services for automobiles and e-scooters are included in the Spare parts & Aftermarket services segment.

A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “All other”. The “All other” category mainly includes sales from trading smartphones and leasing activities.

F-72

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

23.

SEGMENT REPORTING (continued)

Information about segments presented were as follows:

For the year ended December 31, 2022:


				Currency: VND million
	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated ()*			Total
Revenues		11,118,227			1,385,479			2,213,317			248,568			—			14,965,591
Cost of sales		(22,615,533	)		(2,195,969	)		(1,962,906	)		(458,088	)		—			(27,232,496	)
Gross loss		(11,497,306	)		(810,490	)		250,411			(209,520	)		—			(12,266,905	)
Operating expenses		(24,574,527	)		(688,540	)		—			(1,053,647	)		(3,672,745	)		(29,989,459	)
Operating loss		(36,071,833	)		(1,499,030	)		250,411			(1,263,167	)		(3,672,745	)		(42,256,364	)

For the year ended December 31, 2021:


							Currency: VND million
	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated ()*			Total
Revenues		13,593,482			678,936			634,793			1,120,971			—			16,028,182
Cost of sales		(22,720,417	)		(1,040,905	)		(453,213	)		(1,069,423	)		—			(25,283,958	)
Gross profit/(loss)		(9,126,935	)		(361,969	)		181,580			51,548			—			(9,255,776	)
Operating expenses		(15,525,771	)		(499,865	)		—			—			(1,785,989	)		(17,811,625	)
Operating profit/(loss)		(24,652,706	)		(861,834	)		181,580			51,548			(1,785,989	)		(27,067,401	)

For the year ended December 31, 2022 (convenience translation):


							Currency: USD
	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated ()*			Total
Revenues		470,871,887			58,676,907			93,736,956			10,527,164			—			633,812,914
Cost of sales		(957,798,271	)		(93,002,245	)		(83,131,713	)		(19,400,616	)		—			(1,153,332,845	)
Gross loss		(486,926,384	)		(34,325,338	)		10,605,243			(8,873,452	)		—			(519,519,931	)
Operating expenses		(1,040,764,315	)		(29,160,596	)		—			(44,623,369	)		(155,545,749	)		(1,270,094,029	)
Operating loss		(1,527,690,699	)		(63,485,934	)		10,605,243			(53,496,821	)		(155,545,749	)		(1,789,613,960	)

(*)

Unallocated expenses are mainly related to general and corporate administrative costs such as wages and salaries for employees responsible for general corporate functions, including accounting, finance, tax, legal and human relations; technology-related fees; depreciation and amortization of fixed assets used for administration purpose; professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the Chief Operating Decision Maker as part of segment performance.

F-73

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

23.

SEGMENT REPORTING (continued)

The following table presents revenues by geographic area based on the sales location of the products:

As of December 31, 2021

As of December 31, 2022

VND million

USD

Vietnam

14,996,611

14,965,591

633,812,914

United States

1,031,571

—

Total

16,028,182

14,965,591

633,812,914

The following table presents revenues earned from external customers for each group of similar products and services:


	*As of December 31, 2021*		*As of December 31, 2022*
	VND million		VND million		USD
Sales of ICE vehicles		13,107,978		6,688,467		283,265,585
Sales of e-cars		5,402		3,582,632		151,729,290
Sales of e-buses		480,102		847,128		35,877,012
Sales of e-scooters		678,936		1,385,479		58,676,907
Sale of spare parts		538,216		2,072,628		87,778,587
Sale of smartphones		1,031,571		—		—
Rendering of aftermarket services		96,577		140,689		5,958,369
Revenue from leasing activities		89,400		248,568		10,527,164

Total revenue		16,028,182		14,965,591		633,812,914

24.

COMMITMENTS AND CONTINGENCIES

Commitments related to the development of the projects and products

The Group signed contracts relating to the purchase and installation of machinery and equipment, information technology systems and deployment of site clearance, construction of factories and development of products. The estimated commitment amount of these contracts as of December 31, 2022 was VND18,498.9 billion (USD783.5 million) (December 31, 2021: VND14,588 billion).

Commitments related to the minimum purchase commitment

The Group signed the contracts with certain suppliers to agree the minimum purchase volume in which the Group committed and promised that the annual purchase volume from these suppliers is not lower than the quantity agreed upon by the two parties in the signed contract and/or other accompanying documents.

In case of shortfall purchase, the suppliers will reserve the right to revise the quotation and component pricing or are entitled to compensation from Vinfast Vietnam.

Contingent liabilities related to contract termination penalty

The Group has estimated the compensation expenses deriving from early termination of contracts with suppliers as result of the Group’s ICE phasing-out plan. The Group is in the process of negotiating with suppliers to finalize the compensation expenses. The ultimate resolution of the matter could result in a loss of up to VND387 billion (USD16.4 million) in excess of the amount accrued.

F-74

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2022 and 2021 and for the years then ended

24.

COMMITMENTS AND CONTINGENCIES (continued)

The Group has also estimated the compensation expenses deriving from early termination of a land leasing contract with a landlord in the U.S. The Group is in the process of negotiating with suppliers to finalize the compensation expenses.

Other commitments

Under the agreement signed between VinFast Vietnam and World Triathlon Corporation, VinFast Vietnam is the Event Title Partner of Ironman World Championship event series. The Group has committed to paying the annual fees with total remaining amount of VND288.1 billion (USD12.2 million) until the end of 2025.

Covid-19 pandemic

The Covid-19 pandemic is resulting in an economic slowdown and adversely impacting most businesses and industries. This situation may bring uncertainties and have an impact on the environment in which the Group operates. The Company’s management has continuously monitored ongoing developments and assessed the financial impact in respects of the valuation of assets, provisions and contingent liabilities, and has used estimates and judgement in respect of various issues as the situation has evolved, using the best information obtained up to the date of this consolidated financial statements.

There are still uncertainties of COVID-19’s future impact, and the extent of the impact will depend on a number of factors, including the duration and severity of COVID-19, the development and progress of distribution of COVID-19 vaccine and other medical treatment, the potential change in user’s behaviours, the actions taken by government authorities, particularly to contain the outbreak, stimulate the economy to improve business condition especially for small and medium enterprises, almost all of which are beyond the Company’s control. As a result, certain estimates and assumptions require significant judgments and carry a higher degree of variabilities and volatilities that could result in material changes to the Company’s estimates in future periods.

25.

SUBSEQUENT EVENTS

There are no matters or circumstances that have arisen since the consolidated balance sheet date that requires disclosure in consolidated financial statements of the Group.

F-75

VinFast Trading & Investment Pte. Ltd.

Consolidated financial statements

as of December 31, 2021 and 2020 and for the years then ended

F-76

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of VinFast Trading & Investment Pte. Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of VinFast Trading & Investment Pte. Ltd. (“VinFast Auto” or “the Company”) as of December 31, 2021, the related consolidated statement of operations, comprehensive loss, shareholders’ equity and cash flows for the year ended December 31, 2021, and the related notes. We have also audited the accompanying consolidated balance sheet of VinFast Trading and Production JSC (“VinFast Vietnam” or the “Predecessor”) as of December 31, 2020, the related consolidated statement of operations, comprehensive loss, shareholders’ equity and cash flows for the year ended December 31, 2020, and the related notes. The consolidated financial statements of the Company and VinFast Vietnam are collectively referred to as the “Consolidated Financial Statements”. In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company and VinFast Vietnam as of December 31, 2021 and 2020 respectively, the results of its operations and its cash flows for the years ended December 31, 2021 and 2020 respectively, in conformity with United States of America generally accepted accounting principles.

Basis for Opinion

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young Vietnam Limited

We have served as the Company’s auditor since 2017.

Ho Chi Minh city, Vietnam

June 28, 2022

F-77

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED BALANCE SHEETS

as at December 31, 2021 and 2020


			As of December 31,
			2020		2021		2021
	Notes		VND million		VND million		USD
			VinFast Vietnam		VinFast Auto		VinFast Auto
ASSETS
CURRENT ASSETS
Cash and cash equivalents		4		827,742		3,024,916		128,109,266
Trade receivables		5		298,974		428,592		18,151,448
Advances to suppliers		6		2,075,234		6,871,869		291,032,907
Inventories		7		5,352,180		6,683,685		283,063,061
Short-term prepayments and other receivables		8		3,051,216		4,826,879		204,424,826
Short-term derivative asset		20		2,586		—		—
Current net investment in sales-type lease		17		1,012		169		7,157
Short-term amounts due from related parties		21		8,840,517		1,997,181		84,583,305
Assets classified as held for sale		22		—		2,859,211		121,091,437

Total current assets				20,449,461		26,692,502		1,130,463,407


NON-CURRENT ASSETS
Property, plant and equipment, net		9		52,089,665		51,788,345		2,193,306,159
Intangible assets, net		10		4,296,221		3,163,588		133,982,213
Goodwill		10		235,105		272,203		11,528,164
Investment in equity investees		11		237,339		—		—
Other investments		12		11,031,266		—		—
Operating lease right-of-use assets		17		616,533		2,235,169		94,662,417
Finance lease right-of-use assets		17		109,003		96,582		4,090,378
Long-term derivative asset		20		309,524		5,291		224,081
Long-term advances to suppliers		6		2,072,949		656,464		27,802,135
Long-term prepayments				27,536		4,982		210,994
Non-current net investment in sales-type lease		17		383,702		182,304		7,720,820
Long-term amounts due from related parties		21		950,736		45,950		1,946,044
Deferred tax assets		18.2		53,376		50,219		2,126,842
Other non-current assets				43,434		127,857		5,414,916

Total non-current assets				72,456,389		58,628,954		2,483,015,163

TOTAL ASSETS				92,905,850		85,321,456		3,613,478,570

F-78

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED BALANCE SHEETS (continued)

as at December 31, 2021 and 2020


			As of December 31,
			2020			2021			2021
	Notes		VND million			VND million			USD
			VinFast Vietnam			VinFast Auto			VinFast Auto
EQUITY AND LIABILITIES
CURRENT LIABILITIES
Short-term and current portion of long-term interest-bearing loans and borrowings		13		5,806,589			15,826,651			670,279,985
Short-term derivative liabilities		20		839,819			1,111,473			47,072,378
Trade payables				2,733,700			3,188,756			135,048,111
Deposits and down payment from customers		14		559,473			1,317,471			55,796,671
Short-term deferred revenue				4,802			17,338			734,288
Short-term accruals		15		4,063,104			4,119,068			174,448,077
Other current liabilities		16		2,645,799			5,313,963			225,053,490
Current operating lease liabilities		17		216,098			375,293			15,894,164
Amounts due to related parties		21		3,171,372			56,035,252			2,373,168,389

Total current liabilities				20,040,756			87,305,265			3,697,495,553

NON-CURRENT LIABILITIES
Long-term interest-bearing loans and borrowings		13		46,352,841			31,343,149			1,327,424,572
Long-term derivative liabilities		20		803,691			891,711			37,765,162
Other non-current liabilities		16		373,937			171,290			7,254,362
Non-current operating lease liabilities		17		363,411			1,298,354			54,987,040
Long-term deferred revenue				—			25,945			1,098,806
Deferred tax liabilities		18.2		2,163,885			51,462			2,179,485
Long-term accruals				—			32,714			1,385,482
Amounts due to related parties		21		16,627,237			41,142,764			1,742,451,465

Total non-current liabilities				66,685,002			74,957,389			3,174,546,374

Commitments and contingencies		24
EQUITY
Ordinary shares—VinFast Auto (2,411,764,800 shares issued and outstanding as of December 31, 2021)				—			553,892			23,458,072
Contributed charter capital—VinFast Vietnam				38,707,336			—			—
Accumulated losses				(44,356,242	)		(77,416,918	)		(3,278,710,740	)
Capital reserve—VinFast Vietnam				11,753,160			—			—
Other comprehensive income				45,870			(63,494	)		(2,689,056	)

Equity attributable to equity holders of the parent				6,150,124			(76,926,520	)		(3,257,941,724	)
Non-controlling interests				29,968			(14,678	)		(621,633	)

Total equity/(deficit)				6,180,092			(76,941,198	)		(3,258,563,357	)

TOTAL EQUITY AND LIABILITIES				92,905,850			85,321,456			3,613,478,570

F-79

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2021 and 2020


			For the year ended December 31,
			2020			2021			2021
	Notes		VND million			VND million			USD
			VinFast Vietnam			VinFast Auto			VinFast Auto
Revenues
Sales of vehicles				11,771,730			13,898,621			588,625,318
Sales of merchandise				1,436,085			1,405,368			59,519,228
Sales of spare parts and components				343,041			538,216			22,794,172
Rendering of services				21,981			96,577			4,090,166
Rental income
Revenue from leasing activities				117,511			89,400			3,786,210

*Revenues ()**				13,690,348			16,028,182			678,815,094
Cost of vehicles sold				(18,618,806	)		(23,326,953	)		(987,927,876	)
Cost of merchandise sold				(1,388,820	)		(1,398,339	)		(59,221,540	)
Cost of spare parts and components sold				(234,039	)		(437,195	)		(18,515,797	)
Cost of rendering services				(11,185	)		(65,376	)		(2,768,762	)
Cost of leasing activities				(132,628	)		(56,095	)		(2,375,699	)

Cost of sales				(20,385,478	)		(25,283,958	)		(1,070,809,674	)

Gross loss				(6,695,130	)		(9,255,776	)		(391,994,580	)
Operating expenses:
Research and development costs				(3,929,797	)		(9,255,376	)		(391,977,638	)
Selling and distribution costs				(1,346,577	)		(2,203,839	)		(93,335,550	)
Administrative expenses				(1,206,525	)		(2,424,560	)		(102,683,381	)
Compensation expenses		16		—			(4,340,322	)		(183,818,482	)
Net other operating (expenses)/income		19.1		(67,487	)		412,472			17,468,745

Operating loss				(13,245,516	)		(27,067,401	)		(1,146,340,886	)
Finance income		19.2		248,716			446,139			18,894,587
Finance costs		19.3		(4,553,919	)		(4,598,235	)		(194,741,445	)
Net loss on financial instruments at fair value through profit or loss				(1,494,583	)		(1,710,029	)		(72,422,031	)
Investment gain		19.4		224,798			956,588			40,512,790
Share of losses from equity investees		11		(41,973	)		(36,786	)		(1,557,937	)

Loss before income tax expense				(18,862,477	)		(32,009,724	)		(1,355,654,922	)
Tax expense		18		(87,766	)		(209,237	)		(8,861,469	)

Net loss for the year				(18,950,243	)		(32,218,961	)		(1,364,516,391	)

Net loss attributable to non-controlling interests				(358	)		(35,234	)		(1,492,207	)

Net loss attributable to controlling interest				(18,949,885	)		(32,183,727	)		(1,363,024,184	)

(*) Including sales to related parties in 2020 and 2021 of VND56,426 million (USD2,389,717 and VND516,546 million (USD21,876,419), respectively.

F-80

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

for the years ended December 31, 2021 and 2020


			For the year ended December 31,
			2020			2021			2021
	Notes		VND million			VND million			USD
			VinFast Vietnam			VinFast Auto			VinFast Auto
Net loss for the year				(18,950,243	)		(32,218,961	)		(1,364,516,391	)
Other comprehensive income
Other comprehensive income that will be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations				41,919			(102,084	)		(4,323,395	)

Net other comprehensive income/(loss) that will be reclassified to profit or loss in subsequent periods				41,919			(102,084	)		(4,323,395	)

Total comprehensive loss for the year, net of tax				(18,908,324	)		(32,321,045	)		(1,368,839,786	)

Net loss attributable to non-controlling interests				(358	)		(35,234	)		(1,492,207	)

Comprehensive loss attributable to controlling interest				(18,907,966	)		(32,285,811	)		(1,367,347,579	)


			VND			VND			USD
Net loss per share attributable to ordinary shareholders
Basic and diluted		19.5		N/A			(19,432	)		(0.82	)
Weighted average number of shares used in loss per share computation
Basic and diluted				N/A			1,656,188,563			1,656,188,563

F-81

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

for the years ended December 31, 2021 and 2020


										Currency: VND million
	Contributed charter capital		Accumulated losses			Capital reserve		Other comprehensive income		Non-controlling interests			Total equity
As of January 1, 2020		25,115,606		(25,396,183	)		259,632		3,951		1,780			(15,214	)
Net loss for the year		—		(18,949,885	)		—		—		(358	)		(18,950,243	)
Foreign currency translation adjustment		—		—			—		41,919		—			41,919

Total comprehensive (loss)/income		25,115,606		(44,346,068	)		259,632		45,870		1,422			(18,923,538	)

Additional capital contribution from the owners		12,500,000		—			—		—		1,000			12,501,000
Increase due to merger with an entity under common control		1,091,730		(2,234	)		7,754,407		—		—			8,843,903
Deemed contribution from owners		—		—			3,739,121		—		24,713			3,763,834
Others		—		(7,940	)		—		—		2,833			(5,107	)

Balance at the end of the year		38,707,336		(44,356,242	)		11,753,160		45,870		29,968			6,180,092

F-82

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

for the years ended December 31, 2021 and 2020


	Number of shares of VinFast Auto		Ordinary shares- VinFast Auto		Additional paid-in capital- VinFast Auto			Contributed charter capital- VinFast Vietnam			Accumulated losses			Capital reserve- VinFast Vietnam			Other comprehensive income			Non-controlling interests			Total equity/ (deficit)
	Shares		VND million		VND million			VND million			VND million			VND million			VND million			VND million			VND million
As of January 1, 2021		—		—		—			38,707,336			(44,356,242	)		11,753,160			45,870			29,968			6,180,092
Net loss for the year		—		—		—			—			(32,183,727	)		—			—			(35,234	)		(32,218,961	)
Foreign currency translation adjustment		—		—		—			—			—			—			(102,084	)		—			(102,084	)

Total comprehensive income/(loss)		—		—		—			38,707,336			(76,539,969	)		11,753,160			(56,214	)		(5,266	)		(26,140,953	)

Additional capital contribution to VinFast Vietnam (Note 1 (ii))		—		—		—			4,881,392			—			—			—			—			4,881,392
Demerger of VinFast Vietnam (Note 1 (ii))		—		—		—			(1,091,730	)		(871,041	)		(7,754,407	)		—			—			(9,717,178	)
Insertion of VinFast Auto as the holding company of the Group and additional capital contribution to VinFast Vietnam (Note 1 (i))		2,411,764,800		553,892		39,373			(42,496,998	)		234			—			(7,280	)		5,168			(41,905,611	)
Additional capital contribution to a subsidiary and acquisitions of entities under common control (Note 1 (vi) and (x))		—		—		(35,801	)		—			—			(4,022,812	)		—			4,432			(4,054,181	)
Disposal of subsidiaries to entities under common control (Note 1 (iv) and (viii))		—		—		(3,572	)		—			—			17,917			—			(3,502	)		10,843
Additional acquisition of non-controlling interests from a subsidiary (Note 1 (vi))		—		—		—			—			—			—			—			(15,510	)		(15,510	)
Other		—		—		—			—			(6,142	)		6,142			—			—			—

Balance at the end of the year		2,411,764,800		553,892		—			—			(77,416,918	)		—			(63,494	)		(14,678	)		(76,941,198	)

USD		—		23,458,072		—			—			(3,278,710,740	)		—			(2,689,056	)		(621,633	)		(3,258,563,357	)

F-83

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2021 and 2020


			For the year ended December 31,
			2020			2021			2021
	Notes		VND million			VND million			USD
			VinFast Vietnam			VinFast Auto			VinFast Auto
OPERATING ACTIVITIES
Net loss for the year				(18,950,243	)		(32,218,961	)		(1,364,516,391	)

Adjustments to reconcile net loss to net cash flows:
Depreciation of property, plant and equipment		9		3,568,779			3,981,389			168,617,186
Amortization of intangible assets		10		720,540			897,562			38,012,960
Impairment of assets		22		—			164,978			6,987,040
Amortization of finance lease right-of-use assets		17		12,890			12,421			526,046
Changes in operating lease right-of-use assets				64,970			273,270			11,573,353
Provision related to purchase commitment, compensation expenses, assurance-type warranties and write-downs of inventories				2,504,737			6,513,514			275,856,090
Allowance against receivable				—			206,325			8,738,142
Deferred income tax expenses		18		73,580			150,536			6,375,402
Unrealized foreign exchange losses				(75,513	)		(448,262	)		(18,984,499	)
Investment gain		19.4		(224,798	)		(956,588	)		(40,512,790	)
Net loss on financial instruments at fair value through profit or loss				1,494,583			1,710,029			72,422,031
Change in amortized costs of financial instruments measured at amortized cost other than nominal interest		19.3		852,183			1,156,118			48,963,154
Loss on disposal of fixed assets				—			113,395			4,802,431
Share of losses from equity investees				41,973			36,786			1,557,937
Working capital adjustments:										—
Increase in trade and other receivables				(168,774	)		(7,406,143	)		(313,660,130	)
Decrease/(increase) in inventories				4,075,287			(3,857,721	)		(163,379,680	)
(Decrease)/increase in trade and other payables				(2,940,176	)		760,098			32,191,174
Change in operating lease liabilities				(102,768	)		(224,085	)		(9,490,302	)
(Increase)/decrease in prepayments				(296,416	)		166,251			7,040,954

Net cash flows used in operating activities				(9,349,166	)		(28,969,088	)		(1,226,879,892	)

F-84

VinFast Trading & Investment Pte. Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

for the years ended December 31, 2021 and 2020


			For the year ended December 31,
			2020			2021			2021
	Notes		VND million			VND million			USD
			VinFast Vietnam			VinFast Auto			VinFast Auto
INVESTING ACTIVITIES
Purchase of property, plant and equipment, and intangible assets				(9,672,214	)		(6,007,925	)		(254,443,715	)
Deposit received under a business investment and cooperation contract		21		17,005,000			—			—
Proceeds from disposal of property, plant and equipment				33,111			48,798			2,066,661
Disbursement of loans				(10,352,999	)		(3,219,449	)		(136,348,001	)
Collection of loans				1,179,150			11,054,900			468,189,903
Payment for business acquisition				(35,520	)		(77,099	)		(3,265,246	)
Proceeds from disposal of equity investments				4,500			196,407			8,318,101
Proceed from disposal of net assets under common control				—			424,418			17,974,674

Net cash flows (used in)/from investing activities				(1,838,972	)		2,420,050			102,492,377

FINANCING ACTIVITIES
Capital contribution from owners				9,862,062			9,988,508			423,026,766
Deemed distribution to owners for transactions under common control				—			(498,959	)		(21,131,586	)
Proceeds from borrowings				19,904,874			38,042,837			1,611,165,382
Repayment of borrowings				(19,313,162	)		(18,677,191	)		(791,004,193	)

Net cash flows from financing activities				10,453,774			28,855,195			1,222,056,369

Net (decrease)/increase in cash and cash equivalents				(734,364	)		2,306,157			97,668,854
Cash and cash equivalents at January 1				1,515,439			827,742			35,055,989
Net foreign exchange difference				46,667			(108,983	)		(4,615,577	)

Cash and cash equivalents at December 31		4		827,742			3,024,916			128,109,266

Supplement disclosures of non-cash activities
Debt conversion to equity				6,500,000			4,121,775			174,562,722
Non-cash property and equipment additions				2,498,658			2,274,048			96,308,995
Borrowings by converting from the Group’s consideration payable for acquisition of Vingroup Investment Vietnam JSC		21		—			4,693,380			198,770,964
Establishment of right-of-use assets and lease liabilities at commencement dates and lease modification				547,155			1,318,222			55,828,477
Non-cash consideration included in the purchase consideration of business combination				—			280,912			11,897,002
Supplemental Disclosure
Interest paid, net of capitalized interest				3,680,924			2,873,846			121,711,249
Income tax paid				2,420			51,409			2,177,240

F-85

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2021 and 2020 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS

In early 2021, Vingroup Joint Stock Company (“Vingroup JSC” or “the Ultimate Parent”), founded by Mr. Pham Nhat Vuong (“the Founder”), the parent company of VinFast Trading & Investment Pte. Ltd., a company incorporated in Singapore (“VinFast Auto” or “the Company”) and VinFast Trading and Production Joint Stock Company (formerly known as VinFast Trading and Production Limited Liability Company) (“VinFast Vietnam”), executed reorganization transactions (“the Reorganization”) to bring together subsidiaries operating in automotive manufacturing and related businesses into one group. Following the Reorganization, VinFast Auto became the direct holding company of VinFast Vietnam. VinFast Vietnam changed its legal form from a limited liability company into a joint stock company in accordance with the 30^th amended Enterprise Registration Certificate dated December 31, 2021.

The Company and its subsidiaries are hereinafter collectively referred to as the “Group”.

The principal activities of the Group are to manufacture cars, motor vehicles, render leasing activities, trade smartphones and related businesses.

The Company’s head office is located at 120 Lower Delta Road #02-05, Cendex Centre, Singapore 169208. VinFast Vietnam’s head office is located at Dinh Vu—Cat Hai Economic Zone, Cat Hai island, Cat Hai town, Cat Hai district, Hai Phong city, Vietnam.

The Reorganization

In preparation for its planned initial public offering (“IPO”), pursuant to a series of restructuring agreements signed in 2021, the Company acquired 99.9% of the contributed capital of VinFast Vietnam from Vingroup JSC and Vietnam Investment Group JSC, an entity under common control of the Founder, with a total consideration of VND50,452 billion. The consideration was mostly unpaid as of December 31, 2021 and recognized as amount payable to related parties, namely Vingroup JSC and Vietnam Investment Group JSC (Note 21). In January 2022, the Company issued promissory notes (the “P-Notes”) to Vingroup JSC and Vietnam Investment Group JSC in place of the aforementioned amount payable to related parties. As both VinFast Auto and VinFast Vietnam are under common control of Vingroup JSC immediately before and after the Reorganization, the transaction was accounted for as a legal reorganization of entities under common control whereby the Company became the holding company of VinFast Vietnam and its subsidiaries using historical costs. Accordingly, the accompanying financial statements were presented as if the current corporate structure had been in existence since the date when the subsidiaries first came under the common control of Vingroup JSC. Following this transaction, the consolidated statements of shareholders’ equity for the year ended December 31, 2021 represented changes of equity components from VinFast Vietnam to the Company. The consolidated statements of shareholders’ equity for the year ended December 31, 2020 represented equity components of VinFast Vietnam, the predecessor.

Announcement of ICE phasing-out

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

Announcement of ICE phasing-out (continued)

Vietnam Investment Group JSC. Accordingly, VinFast Vietnam entered into transfer agreements and guarantee agreements, with Vietnam Investment Group JSC for the transfer of the ICE assets. The transfer will take place in 2022.

The Consolidated Financial Statements

The Group consists of the following entities as of the reporting dates:


No.	Name	Short name	Structure as of December 31, 2020				Structure as of December 31, 2021				Registered office’s address	Note
No.	Name	Short name	Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Registered office’s address	Note
1	VinFast Trading & Investment Pte. Ltd.	VinFast Auto		—		—		—		—	120 Lower Delta Road #02-05, Cendex Centre, Singapore 169208	(i)
2	VinFast Trading and Production JSC	VinFast Vietnam		—		—		99.9		99.9	Dinh Vu – Cat Hai Economic Zone, Cat Hai Island, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam	(ii)
3	VinFast Commercial and Services Trading LLC	VinFast Trading		99.5		99.5		99.5		99.4	No. 7, Bang Lang 1 Street, Vinhomes Riverside Eco-Urban Area, Viet Hung Ward, Long Bien District, Hanoi, Vietnam	(iii)
4	Huong Hai – Quang Ngai JSC	Huong Hai – Quang Ngai		99.0		98.9		—		—	33/11, Le Loi Street, Chanh Lo Ward, Quang Ngai City, Quang Ngai province, Vietnam	(iv)
5	VinFast Germany GmbH	VinFast Germany		100.0		100.0		100.0		99.9	Kornmarktarkaden, Bethmannstraße 8/Berliner Straße 51 – 60311 Frankfurt am Main, Germany	(v)
6	VinFast Engineering Australia Pty Ltd	VinFast Australia		100.0		100.0		100.0		99.9	65 Fennel Street, Port Melbourne, Victoria, Australia	(v)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

The Consolidated Financial Statements (continued)


No.	Name	Short name	Structure as of December 31, 2020				Structure as of December 31, 2021				Registered office’s address	Note
No.	Name	Short name	Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Voting right (%) ⁽¹⁾		Equity interest (%) ⁽¹⁾		Registered office’s address	Note
7	Vingroup Investment Vietnam JSC	Vingroup Investment		—		—		99.7		99.6	No. 7, Bang Lang 1 Street, Vinhomes Riverside Eco-Urban Area, Viet Hung Ward, Long Bien District, Hanoi, Vietnam	(vi)
8	Vingroup USA, LLC	Vingroup USA		—		—		100.0		99.6	333 W. San Carlos St., Suite 600, San Jose, CA 95110, USA	(vi)
9	VinFast USA Distribution, LLC	VinFast USA Distribution		—		—		100.0		99.6	333 W. San Carlos St., Suite 600, San Jose, CA 95110, USA	(vii)
10	VinFast Dealer San Francisco #1, LLC	VinFast Dealer San Francisco #1		—		—		100.0		99.6	790 N. San Mateo Drive, San Mateo, CA 94401, USA	(vii)
11	Smart Solution Service Business Limited Liability Company	Smart Solution		100.0		99.9		—		—	L1-A1, Ocean Park Vincom Mega Mall Center, Kieu Ky Commune, Gia Lam District, Hanoi City, Vietnam	(viii)
12	VinFast Auto Canada Inc.	VinFast Auto Canada		—		—		100.0		99.6	Suite 2600, Three Bentall Centre 595 Burrard Street, P.O. Box 49314, Vancouver Bc V7X 1L3, Canada	(ix)
13	VinFast France	VinFast France		—		—		100.0		99.6	18 Boulevard Malesherbes, 75008 Paris, France	(ix)
14	VinFast Netherlands B.V	VinFast Netherlands		—		—		100.0		99.6	Vijzelstraat 68, 1017HL Amsterdam, Netherlands	(ix)
15	Vingroup Ru, LLC	Vingroup Ru		—		—		100.0		99.6	Building 7, 1-ST Kazachiy Lane, Moscow, Russia	(x)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

The Consolidated Financial Statements (continued)

(1)

These represent the voting right and equity interest of the Company and VinFast Vietnam as of December 31, 2021 and 2020 in each entity, respectively.

(i)

In March 2021, Vingroup JSC and Vietnam Investment Group JSC acquired VinFast Auto from a third party. The Company was dormant and did not conduct any substantive operations on its own.

In December 2021, pursuant to a series of restructuring agreements as described in the Reorganization, the Company completed the acquisition of VinFast Vietnam.

(ii)

In March 2021, VinFast Vietnam completed the demerger transaction in which, VinFast Vietnam was demerged into three entities, namely VinFast Vietnam, Ngoc Viet Business Development Investment JSC and P&S Investment JSC. The share capital of Ngoc Viet Business Development Investment JSC and P&S Investment JSC was VND811.94 billion and VND279.79 billion, respectively. As part of the demerger, the other two entities inherited the shares in Vinhomes JSC (a subsidiary of Vingroup JSC) and Vingroup JSC respectively (as disclosed in Note 12). As a result of the demerger, share capital of VinFast Vietnam decreased by VND1,092 billion.

In March and November 2021, VinFast Vietnam increased its contributed charter capital to VND42,497 billion and VND50,497 billion, respectively.

In June 2021, VinFast Vietnam completed the acquisition of 50% of contributed capital of VinFast – An Phat Plastic Auto Part Company Limited (“VinFast – An Phat”) from a corporate counterparty at total consideration of VND88 billion (Note 11). Before the acquisition date, VinFast – An Phat was previously accounted for as an investment in joint venture. After this step-up acquisition, VinFast Vietnam’s equity interest in VinFast – An Phat is 100% and VinFast – An Phat became a subsidiary of the Group. Gain and goodwill arisen from this transaction were VND29.6 billion and VND42.3 billion, respectively. The principal activity of this company is to produce plastic components for automobiles and e-scooters. In July 2021, VinFast – An Phat was merged into VinFast Vietnam.

(iii)

(iv)

In March 2020, VinFast Vietnam and its subsidiaries acquired 99% equity interest of Huong Hai – Quang Ngai from third parties with total consideration of VND445.5 billion. Thereby, Huong Hai – Quang Ngai became a subsidiary of VinFast Vietnam and had been included in the consolidated financial statements from the date VinFast Vietnam obtained control over this entity. The principal

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

The Consolidated Financial Statements (continued)

activities of Huong Hai – Quang Ngai are mining and mineral exploration, which had been in the mining exploration stage.

In August 2021, VinFast Vietnam and its subsidiaries completed the disposal of Huong Hai — Quang Ngai to Vinsmart Research and Manufacture JSC and Vincom Security Service Company Limited, other subsidiaries of Vingroup JSC. Loss from this disposal transaction of VND3.5 billion was recognized in consolidated statements of shareholders’ equity.

(v)

The principal activities of VinFast Germany are trading, importing and exporting equipment, components and spare parts for automobiles, e-scooters and related goods. The principal activities of VinFast Australia are automobile designing, collaborating in technological research, importing and distributing goods.

(vi)

In January 2021, Vingroup JSC contributed capital amounting to VND675 billion to Vingroup Investment.

(vii)

In March 2020, Vingroup USA established VinFast USA Distribution and VinFast Dealer San Francisco #1 with 100% equity interest. As a result, both VinFast USA Distribution and VinFast Dealer San Francisco #1 have been included in the consolidated financial statements from the date Vingroup USA obtained control over these entities.

In March 2021, VinFast Vietnam completed the acquisition of 99.34% shares of Vingroup Investment from Vingroup JSC, thereby, Vingroup Investment, Vingroup USA (subsidiary of Vingroup Investment), VinFast USA Distribution and VinFast Dealer San Francisco #1 (subsidiaries of Vingroup USA) became subsidiaries of VinFast Vietnam.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

The Consolidated Financial Statements (continued)

Subsequently, in March 2022, VinFast Dealer San Francisco #1 changed its name to VinFast Auto, LLC.

The principal activity of these companies is distribution of automotive vehicles.

(viii)

In June 2020, VinFast Vietnam and its subsidiaries acquired 100% equity interest of Smart Solution from counterparties with total consideration of VND50 billion. Thereby, Smart Solution became a subsidiary of VinFast Vietnam and had been included in the consolidated financial statements from the date VinFast Vietnam obtained control over this entity.

In March 2021, VinFast Vietnam and its subsidiaries transferred 100% equity interest in Smart Solution to Vingroup JSC and other subsidiaries of Vingroup JSC at total consideration of VND50 billion. Gain from this disposal transaction of VND17.9 billion was recognized in consolidated statements of shareholders’ equity.

The principal activities of Smart Solution are retailing and distributing motor vehicles and spare parts.

(ix)

In March 2021, Vingroup Investment received the investment registration certificates certifying Vingroup Investment as the investor of VinFast Auto Canada, VinFast France and VinFast Netherlands.

(x)

In April 2021, Vingroup Investment completed the acquisition of 100% of contributed capital of Vingroup Ru from Vintech Technology Development JSC (a subsidiary of Vingroup JSC), with total consideration of VND47.6 billion. At the acquisition date, Vingroup Ru owns 99.9% of contributed capital in Vinpearl Travel Ru, thus, VinFast Vietnam indirectly obtained control over Vinpearl Travel Ru. In November 2021, Vingroup Ru completed the disposal of 99.9% of contributed capital in Vinpearl Travel Ru to an external party. In March 2022, the Board of Directors of Vingroup Investment approved the plan to dispose or dissolve Vingroup Ru. In June 2022, the Group completed the disposal of Vingroup Ru to third parties at total consideration of RUB1. Accordingly, Vingroup Ru is no longer a subsidiary of the Company.

Going concern basis of accounting

The Group has been incurring losses from operations since inception. The Group incurred net losses of VND32,219 billion for the year ended December 31, 2021. Accumulated losses amounted to VND77,417 billion as of December 31, 2021. The Group is also in a net current liability position of VND60,613 billion as of December 31, 2021.

As of December 31, 2021, the Group’s consolidated balance of cash and cash equivalents was VND3,025 billion (as of December 31, 2020: VND828 billion). The Group has prepared its business plan covering the next twelve months from the date of issuance of the consolidated financial statements which considers the increase in revenue and operational efficiency optimization to improve operating cash flows, the use of and the consummation of external financing projects. The Group also has financial support from Vingroup JSC, subject to necessary procedures to facilitate such support, which will remain in place until

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

ORGANIZATION AND NATURE OF OPERATIONS (continued)

Going concern basis of accounting (continued)

the earliest of the date on which the Group obtains adequate third-party funding for the Group’s capital requirements, or until Vingroup JSC ceases to control the Group but, in all cases, no sooner than the date falling 12 months after the issuance date of the audit report in relation to the consolidated financial statements. The Group also takes into consideration the estimation of the continued business impacts of Covid-19 pandemic.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation and presentation and principles of consolidation

Basis of preparation and presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Prior to the Reorganization, substantially all of the operations of the Group are conducted through VinFast Vietnam. VinFast Vietnam was designated as the predecessor as the Company succeeded to the business of VinFast Vietnam as a result of the Reorganization and the Company’s own operations prior to the succession was insignificant relative to the operations assumed.

Therefore, the reporting entities of the consolidated financial statements for the year ended December 31, 2021 and 2020 is the Company and VinFast Vietnam, respectively.

Certain restructuring transactions were also conducted amongst entities under common control, thus the acquired assets and liabilities were recognized at their historical amount and consolidated financial statements were retrospectively adjusted. The difference between the consideration and the net book value of acquired net assets has been accounted for as a deemed contribution from or deemed distribution to owners in the consolidated statements of shareholders’ equity.

Principles of consolidation

All significant intercompany transactions and balances and unrealized gains or losses from intercompany transactions within the Group are eliminated upon consolidation.

Operating segments

ASC 280, Segment Reporting, establishes standards to report in consolidated financial statements information about operating segments, products, services, geographic areas, and major customers.

Use of estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of estimates (continued)

related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, the valuation of derivatives and net assets at acquisition date; depreciable lives of property, plant and equipment and intangible assets; provision for obsolete inventories; assessment for impairment of long-lived assets and goodwill; valuation of production license; shortfall volume penalty; compensation to suppliers as result of the ICE phasing-out plan and product warranty provision. Actual results could differ from these estimates.

Asset acquisitions

Business combinations

Disposal of subsidiaries to under common control entities

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Investment

Investment in equity investees

Investments in equity investees represent investments in entities in which the Group can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC 323-10, Investments – Equity Method and Joint Ventures: Overall. Under the equity method, the Group initially records its investment at cost and prospectively recognizes its proportionate share of each equity investee’s net profit or loss into its consolidated statement of operations. The difference between the cost of the equity investee and the amount of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill included in equity method investment on the consolidated balance sheet. The Group evaluates its equity method investments for impairment under ASC 323-10. An impairment loss on the equity method investments is recognized in the consolidated statement of operations when the decline in value is determined to be other-than-temporary.

No impairment loss had been recorded during the year ended December 31, 2021 and 2020.

Other investments

Other investments consist of investment in other entities as disclosed in Note 12. In accordance with ASC 321, Investments – Equity Securities, for investments in an investee over which the Group does not have significant influence, the Group carries the investment at fair value with unrealized gains and losses included in earnings. The Group has elected to measure its equity security investments without readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. The Company’s management regularly evaluates the impairment of its equity security investments based on the performance and financial position of the investee as well as other evidence of estimated market values. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and current and future financing needs. An impairment loss is recognized in the consolidated statement of operations equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment.

Cash and cash equivalents

Inventories

Inventories are stated at the lower of cost incurred in bringing each product to its present location and condition, and net realizable value.

Net realizable value (“NRV”) is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories (continued)

The perpetual method is used to record inventories, which are valued as follows:


Raw materials, goods in transit, tools and merchandises		- cost of purchase on a weighted average basis.

Finished goods and work-in process		- cost of direct materials and labor plus attributable manufacturing overheads based on the normal operating capacity on a weighted average basis.

Reserve for obsolete inventories

Raw materials, work-in process, finished goods, and other inventories owned by the Group are reviewed to determine if inventory quantities are in excess of forecasted usage or if they have become obsolete based on appropriate evidence available at the date of the consolidated balance sheet.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation.

The cost of property, plant and equipment comprises their purchase prices and any directly attributable costs of bringing the property, plant and equipment to working condition for its intended use.

Depreciation of property, plant and equipment are calculated on a straight-line basis over the estimated useful lives of the assets, as follows:


Buildings and structures		3 – 49 years
Machinery and equipment		3 – 25 years
Vehicles		5 – 12 years
Office equipment		3 – 10 years

The useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end.

As presented in Note 1, VinFast Vietnam entered into transfer agreements to transfer ICE assets to Vietnam Investment Group JSC. Accordingly, the useful lives of ICE assets have been shortened to end in July 2022, with salvage value being the transfer prices specified in the transfer agreements and subsequent amendments. The transfer prices are higher than their carrying amounts at the date of change and the resulting impact of the

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Property, plant and equipment (continued)

change in estimate is a decrease in depreciation expenses of VND72 billion, equivalent to decrease in loss per share of VND4,323 (basic and diluted), for the year ended December 31, 2021.

Assets classified as held for sale

Property, plant and equipment and intangible assets are not depreciated or amortized once classified as held for sale.

Assets and liabilities classified as held for sale are presented separately as current items in the consolidated balance sheets.

The Group classified certain long-lived assets as held for sale as of December 31, 2021 (Note 22).

Intangible assets

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimate. The amortization expense on intangible assets with finite lives is recognized in the consolidated statement of operations in the expense category that is consistent with the function of the intangible assets.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Intangible assets (continued)

Licenses

The Group made upfront payments to acquire:

•

As a result of the ICE phasing-out event, the useful lives of these licenses have been shortened to end in July 2022, resulting in incremental amortization expenses of VND146 billion, equivalent to incremental loss per share of VND8,828 (basic and diluted), for the year ended December 31, 2021.

Amortization of intangible assets is calculated on a straight-line basis over the estimated useful life of each asset as follows:


License		3 years
Software		3 –8 years
Others		3 –15 years

Goodwill

For the year ended December 31, 2021 and 2020, the Group elected to perform a quantitative assessment. The Group estimated the fair value of the reporting unit based on an income approach which involved significant management judgment, estimates and assumptions such as the discount rate, sale price of vehicles, sale volume, production costs and other operating expenditures, terminal growth rate. The fair value of the reporting unit exceeded its carrying value and therefore, goodwill was not impaired.

Impairment of long-lived assets

The Group evaluates its long-lived assets, including fixed assets and intangible assets with finite lives, for impairment whenever events or changes in circumstances, such as a significant adverse change to market conditions that will impact the future use of the assets, indicate that the carrying amount of an asset may not

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of long-lived assets (continued)

be fully recoverable. When these events occur, the Group evaluates the recoverability of long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss based on the excess of the carrying amount of the assets over their fair value.

No impairment loss had been recorded during the year ended December 31, 2021 and 2020.

Borrowing costs

Warranty provisions

The Group provides a manufacturer’s warranty on all new vehicles at the time of vehicle sale. The Group accrues a warranty reserve for the vehicles sold, which includes the best estimate of projected costs to repair or replace items under warranties including recalls when identified. These estimates are primarily based on the estimation of the nature, frequency and average costs of claims. The estimate of warranty-related costs is revised at each reporting date. Warranty cost is recorded as a component of cost of sale in the consolidated statement of operations. The Group re-evaluates the adequacy of the warranty accrual on a regular basis.

Management records and adjusts warranty reserves based on changes in estimated costs and actual warranty costs.

As of December 31, 2021 and 2020, the portion of the warranty reserve expected to be incurred within the next 12 months is included in other current liabilities, while the remaining balance is included in other non-current liabilities on the consolidated balance sheets.

Leases

The Group early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application.

The Group assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non-cancellable period of each contract.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases (continued)

The Group as a lessee

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, or d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date.

The Group as a lessor

Leases are classified at the inception date as either a sales-type lease or an operating lease. As the lessor, a lease is a sales-type lease if any of the following conditions exists: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is for a major part of the remaining economic life of the asset’s estimated remaining economic life, d) the present value of the minimum lease payments at the beginning of the lease term equals or exceeds substantially fair value of the leased asset to the lessor at the inception date, or e) the leased asset is of such a specialized nature that it is expected to have no alternative use.

For sales-type lease, at the commencement of the lease term, the aggregate present values of the minimum lease receivable at the inception of the lease and the unguaranteed residual value are recognized as net investment in the sales-type lease receivables in the consolidated balance sheet. The difference between net investment in the sales-type lease receivables and the carrying amount of the underlying asset is recognized as other income or other loss. Lease income from sales-type lease is recognized in interest income using the effective interest method.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases (continued)

The Group as a lessor (continued)

All other leases are accounted for as operating leases wherein the Group recognizes the lease payments as leasing income in profit or loss over the lease term on a straight-line basis.

Revenue recognition

Sales of vehicles (automobiles, e-scooters)

The Group identifies the individuals and distributors who purchase the vehicles as the customers in the contracts for sales of automobiles and e-scooters produced by the Group. Proceeds from customers are recognized in revenue at the point in time when control of the vehicles is transferred to the customers, usually upon the delivery of the vehicles. The Group typically provides standard warranties for general repairs of defects that existed at the time of sale, which are accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when control of the vehicle is transferred to the customer. Refer to the accounting policy on warranty provisions in section o) Warranty provisions.

The consideration recognized represents the amount received, normally collected in advance, net of estimated sales incentives to distributors and customer sales incentives that the Group reasonably expect to pay. Taxes assessed by various government entities, such as special consumption and value-added taxes, collected at the time of the vehicle sale are excluded from net sales and revenue.

Exchange of used automobiles

The Group estimates the fair value of the non-cash consideration by reference to its market price. If the fair value cannot be reasonably estimated, the non-cash consideration is measured indirectly by reference to the stand-alone selling price of the used automobiles sold by the Group.

Interest support program

The Group offers interest support program for its customers who pay in instalments for the products using bank loans. The interest payables on the loans are paid for by the Group directly to the banks for a period of up to 24 months. The amount payable by the Group to the banks under interest support program is treated as consideration payable to customer and deducted against revenue.

Sale of merchandise (automobiles, smartphones)

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue recognition (continued)

Sale of merchandise (automobiles, smartphones) (continued)

Sales of spare parts and components

Rendering of services

Revenue from rendering of maintenance services is recognized over time based on the level of work completion as the outcome of all contracts can be reasonably ascertained.

Contract balances under ASC 606

Trade receivables

A receivable is recognized if an amount of consideration that is unconditional is due from the customer (i.e., only the passage of time is required before payment of the consideration is due).

Contract liabilities

Cost of sales

Vehicles

Cost of vehicles sold includes direct parts, materials, processing fees, labor costs, manufacturing overhead (including depreciation of assets associated with the production), penalties imposed by suppliers in case of the shortfall purchases and reserves for estimated warranty expenses. Cost of vehicle revenue also includes adjustments to warranty expense and charges to write-down the carrying value of the inventory when it exceeds its estimated net realizable value and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cost of sales (continued)

Other goods (merchandises, spare parts and components)

Cost of other goods sold generally includes cost of purchase of merchandise, spare-parts and other goods, including transportation costs.

Services

Cost of services and others revenue mainly includes cost of depreciation of associated assets used for providing the services.

Research and development expenses

Selling and distribution costs

Taxes

Current income tax

Deferred tax

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Taxes (continued)

Deferred tax (continued)

valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Group accounts for uncertainties in income taxes in accordance with ASC 740. Interest and penalties arising from underpayment of income taxes shall be computed in accordance with the related Vietnam tax law. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognized in accordance with ASC 740 are classified in the consolidated statement of operations as income tax expense.

Foreign currencies

F-103

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign currencies (continued)

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

The assets and liabilities of foreign operations are translated into VND at the rate of exchange prevailing at the reporting date and their consolidated statement of operations are translated at exchange rates prevailing at the dates of the transactions. The exchange differences arising on translation for combination are recognized in Other components of equity in the consolidated statement of shareholders’ equity.

Convenience Translation

Translations of balances in the consolidated balance sheet, consolidated statement of operations, consolidated statement of other comprehensive loss and consolidated statement of cash flows from VND into USD as of and for the year ended December 31, 2021 are solely for the convenience of the reader and were calculated at the rate of USD1.00 = VND23,612, representing the central exchange rate quoted by the State Bank of Vietnam Operations Centre as of December 31, 2022. No representation is made that the VND amounts represent or could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2021, or at any other rate.

Fair value measurement

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace.

•

Level 3 - Unobservable inputs which are supported by little or no market activity.

F-104

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value measurement (continued)

For fair value measurements categorized within Level 3 of the fair value hierarchy, the Group uses its valuation processes to decide its valuation policies and procedures and analyze changes in fair value measurements from period to period. For assets and liabilities that are recognized in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting.

Commitments and contingencies

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.

Current expected credit loss

In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The Group has early adopted this ASC Topic 326 and several associated ASUs.

F-105

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Current expected credit loss (continued)

of these characteristics. Receivables and amounts due from related parties with similar risk characteristics have been grouped into pools. For each pool, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each reporting date based on the Group’s specific facts and circumstances. As of December 31, 2021 and 2020, the impairment of the financial assets was insignificant.

Write-off and recoveries of financial assets

Loss per share

Basic loss per share is computed by dividing net loss attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive.

aa)

Recent accounting pronouncements

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this Update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this Update require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

F-106

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

aa)

Recent accounting pronouncements (continued)

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (continued)

The amendments are not expected to have a material impact on the Group.

ASU 2020-10, Codification Improvements

The amendments are not expected to have a material impact on the Group.

CONCENTRATION OF RISKS

The Group is exposed to market risk and liquidity risk. Management reviews and agrees policies for managing each of these risks which are summarized below.

Market risk

F-107

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

CONCENTRATION OF RISKS (continued)

Interest rate risk

Foreign currency risk

Liquidity risk

CASH AND CASH EQUIVALENTS


	Currency: VND million
	As of December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Cash on hand		8,884		99
Cash at banks		788,858		2,574,817
Cash equivalents		30,000		450,000

TOTAL		827,742		3,024,916

Cash at banks earns interest at floating rates based on daily bank deposit rates. Cash equivalents as of December 31, 2021 represents bank deposit in VND with the term of 7-10 days, earning interest at the rate of 0.2% per annum (December 31, 2020: in VND with the term of 1 month, earning interest of 2.5% per annum).

F-108

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

TRADE RECEIVABLES


	Currency: VND million
	As of December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Receivables from sale of finished goods and merchandises (i)		222,108		325,326
Receivables from disposal of assets and raw materials		63,912		90,664
Others		12,954		12,602

TOTAL		298,974		428,592

(i)

This represents contract assets which included trade receivables from sale of automobiles, e-scooters, smartphones and spare-parts, which are unconditional (i.e., only the passage of time is required before payment of the consideration is due).

ADVANCES TO SUPPLIERS

Advances to suppliers mainly include advances to suppliers, construction contractors and consultants of the manufacturing projects of the Group and purchase of other goods and services.

INVENTORIES

The classification of inventory balance as of December 31, 2021 and 2020 is as follows:


	VND million
	At lower of cost and net realizable value
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Raw materials		2,350,285		3,680,579
Finished goods		1,142,643		1,347,383
Work in progress		673,489		730,311
Good in transit		647,350		698,765
Merchandises		393,557		71,570
Tools and spare parts		144,856		155,077

TOTAL		5,352,180		6,683,685

As of December 31, 2021, inventories with the carrying value of VND500 billion (December 31, 2020: VND500 billion) are used as collaterals for borrowings of the Group as presented in Note 13.1.

Merchandises include merchandising vehicles, used cars under the exchange program for customers and smartphones, which are manufactured by an affiliate and distributed by the Group.

Out of the total amount recognized for inventories at December 31, 2021, inventories measured at cost amounted to VND9,208,796 million (2020: VND6,192,110 million). Inventory write-downs recognized in cost of sales for the year ended 2021 were VND2,385,334 million (2020: VND625,573 million).

F-109

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

SHORT-TERM PREPAYMENTS AND OTHER RECEIVABLES


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Financial assets:
Cash collateral to support Standby letter of credit issuances and other financial assets (i)		115,999		348,644

Subtotal		115,999		348,644

Non-financial assets:
Valued added tax deductible		2,066,201		3,421,578
Import tax to be refunded		423,123		689,828
Prepayment of interest expenses		185,805		5,082
Other receivables		106,003		171,226
Other prepaid expenses		154,085		190,521

Subtotal		2,935,217		4,478,235

TOTAL		3,051,216		4,826,879

(i)

This mainly comprises:

•

The secured deposits held in designated bank accounts for being pledged for autonomous vehicle manufacturing surety bonds issued by counterparty. The bonds were issued to prevent Vingroup USA, LLC from holding any cost and expense incurred by running test of automatic prototype cars; and

•

Deposits for lease contracts which will be returned at the end of lease period.

PROPERTY, PLANT AND EQUIPMENT, NET


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam			2021 VinFast Auto
Freehold land		105,446			—
Buildings and structures		15,308,214			14,435,845
Machinery and equipment		40,125,483			44,206,289
Vehicles		704,450			743,459
Office equipment		1,134,185			1,120,824
Others		86,355			113,195

Subtotal		57,464,133			60,619,612

Less: Accumulated depreciation		(5,374,468	)		(8,831,267	)

Total property, plant and equipment, net		52,089,665			51,788,345

The Group recorded depreciation expenses of VND3,981,389 million and VND3,568,779 million for the years ended December 31, 2021 and 2020, respectively.

F-110

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

PROPERTY, PLANT AND EQUIPMENT, NET (continued)

As of December 31, 2021, a portion of property, plant and equipment was mortgaged with banks to secure the Group’s loans and debts (Note 13.2). In addition, as of December 31, 2021, a portion of property, plant and equipment was mortgaged with banks to secure certain loans and debts which had been fully repaid in 2021 and the corresponding mortgage was subsequently released in March 2022.

As of December 31, 2021, certain items of property, plant and equipment were classified as non-current assets held for sale due to the plan to dispose of these assets (Note 22) (2020: none).

During the year, the amount of interest cost that has been capitalized is VND323 billion (2020: VND214 billion).

10.

INTANGIBLE ASSETS, NET AND GOODWILL


	Currency: VND million
	December 31, 2020							December 31, 2021
	VinFast Vietnam							VinFast Auto
	Cost		Accumulated amortization			Net carrying value		Cost		Accumulated amortization			Net carrying value
Finite-lived intangible assets:
License (i)		3,690,720		(859,997	)		2,830,723		3,690,720		(1,572,093	)		2,118,627
Software (ii)		1,174,401		(210,008	)		964,393		1,425,613		(393,593	)		1,032,020
Others		503,531		(2,426	)		501,105		17,176		(4,235	)		12,941

Total		5,368,652		(1,072,431	)		4,296,221		5,133,509		(1,969,921	)		3,163,588

(i)

Weighted-average remaining useful life of 7 months as of December 31, 2021 (2020: 61 months).

(ii)

Weighted-average remaining useful life of 48 months as of December 31, 2021 (2020: 57 months).

The Group recorded amortization expenses of VND897,562 million and VND720,540 million for the years ended December 31, 2021 and 2020, respectively.

The following table identifies the estimated amortization expense of the Group’s intangible assets as of December 31, 2021 for each of the next five years (in VND million):


2022			2,323,697
2023			196,638
2024			196,232
2025			153,439
2026			31,238

Impairment testing of goodwill of the Group

In each financial year, the Group carried out annual impairment test for goodwill from acquisition as of year-end. The Group elected to bypass the qualitative assessment for any reporting unit in any period and proceeded directly to performing the quantitative goodwill impairment test. Impairment is determined for goodwill by assessing the fair value of each reporting unit to which the goodwill relates.

F-111

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

10.

INTANGIBLE ASSETS, NET AND GOODWILL (continued)

Impairment testing of goodwill of the Group (continued)

Allocation of goodwill


	Currency: VND million
Reporting unit	Goodwill allocated
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Automotive		226,238		262,252
E-scooter		8,867		9,951

Total		235,105		272,203

There were no accumulated impairment losses as of December 31, 2021.

Testing impairment for automotive reporting unit

For the purpose of fair value measurement, the current use of the assets is considered as the highest and best use. Accordingly, fair value is calculated using cash flow projections from financial budgets approved by management covering the period from the reporting dates to the end of next five financial years; and extrapolated using a steady growth rate (terminal growth rate) of 3% (in 2020: 3%). The after-tax discount rate applied to cash flow projections is 16% (2020: 16%). As a result of this analysis, the estimated fair value of the automotive reporting unit is substantially in excess of their carrying values. Therefore, management did not identify impairment for goodwill allocated to this reporting unit.

Management has made key assumptions and estimate about the future cash flows. The Group’s business is subject to certain risks and uncertainties that may lead to failure to implement the Group’s business plans; including managing changes in market condition outside of our control and realization of selling price and volume in the future. As a result, a significant reduction in projected cash flow would result in an impairment of goodwill.

11.

INVESTMENTS IN EQUITY INVESTEES


	Voting right (also equal to equity interest) (%)
Name	December 31, 2020		December 31, 2021		Principal activities
	VinFast Vietnam		VinFast Auto
VinFast – An Phat (i)		50.00		—	Manufacturing car plastic accessories
VinFast Lithium Battery Pack LLC (ii)		65.00		—	Producing batteries and accumulators

F-112

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

11.

INVESTMENTS IN EQUITY INVESTEES (continued)

(i)

As of December 31, 2021, VinFast – An Phat was no longer a joint venture of the Group as disclosed in Note 1 (ii).

(ii)

In 2020, this entity was accounted for using equity method. Although the voting right is 65%, all of the activities of this entity will be approved if agreed by at least 75% of voting right. Therefore, management assessed that VinFast Vietnam only has significant influence over this entity.

In November 2021, VinFast Vietnam and its subsidiaries completed the transfer of the equity interest in VinFast Lithium Battery Pack LLC to Vinsmart Research and Manufacture Joint Stock Company, another subsidiary of Vingroup JSC, at a total consideration of VND188 billion. Thereby, VinFast Lithium Battery Pack LLC was no longer a joint venture of the Group. Gain from this transaction of VND42 billion was recognized as investment gain in the consolidated statements of operations (Note 19.4) in accordance with the guidance of ASC 860.

Summarized financial information of these investees in 2021 and 2020 is provided as below:

Summarized balance sheets as of December 31, 2020:


	Currency: VND million
	VinFast – An Phat			VinFast Lithium Battery Pack LLC
Current assets		148,413			177,754
Non-current assets		321,020			453,278
Current liabilities		(139,571	)		(113,610	)
Non-current liabilities		(185,093	)		(263,645	)

Total equity		144,769			253,777

Attributable to:
The Group		72,384			164,955
The other partner in the joint venture		72,385			88,822

Summarized statements of profit or loss for 2020:


	Currency: VND million
	VinFast –An Phat			VinFast Lithium Battery Pack LLC
Revenues		38,449			387,558
Cost of sales		(77,707	)		(391,941	)
Finance income		1,384			416
Administrative expenses		(5,750	)		(12,098	)
Finance costs		(6,554	)		(4,245	)
Distribution cost		—			(5,818	)
Other (loss)/profit		(24	)		171

Loss before tax		(50,202	)		(25,957	)
Income tax expense		—			—

Loss for the year		(50,202	)		(25,957	)

F-113

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

11.

INVESTMENTS IN EQUITY INVESTEES (continued)

Summarized statements of profit or loss for 2020 (continued):


	Currency: VND million
	VinFast –An Phat			VinFast Lithium Battery Pack LLC
The Group’s share of loss for the year		(25,101	)		(16,872	)
Attributable to the other partner in the joint venture		(25,101	)		(9,085	)

Summarized statements of profit or loss for the period from January 1, 2021 to the date when equity method was no longer applied:


	Currency: VND million
	VinFast – An Phat			VinFast Lithium Battery Pack LLC
Revenues		54,226			261,402
Cost of sales		(82,023	)		(254,031	)
Finance income		395			1,585
Administrative expenses		(3,898	)		(12,197	)
Finance costs		(4,864	)		(4,082	)
Distribution cost		—			(8,459	)
Other loss		(4	)		(12,991	)

Loss before tax		(36,168	)		(28,773	)
Income tax expense		—			—

Loss for the year		(36,168	)		(28,773	)

The Group’s share of loss for the year		(18,084	)		(18,702	)
Attributable to the other partner in the joint venture		(18,084	)		(10,071	)

12.

OTHER INVESTMENTS


	Currency: VND million
	As of December 31,
Equity instruments measured at fair value through profit or loss	2020		2021
	VinFast Vietnam		VinFast Auto
Investment in Vinhomes JSC (another entity under common control of Vingroup JSC), a listed entity (i)		8,037,458		—
Investment in Vingroup JSC, a listed entity (i)		2,970,811		—
Investment in other unlisted entity (ii)		22,997		—

TOTAL		11,031,266		—

(i)

See the demerger of Ngoc Viet Business Development Investment JSC and P&S Investment JSC in 2021 as disclosed in Note 1 (ii);

(ii)

In 2021, the Group transferred this investment to another subsidiary of Vingroup JSC.

F-114

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

13.

INTEREST-BEARING LOANS AND BORROWINGS


			Currency: VND million
	Note		As of December 31,
			2020		2021
			VinFast Vietnam		VinFast Auto
Short-term
Current portion of long-term loans		13.2		5,296,832		4,963,207
Loans from banks		13.1		509,757		974,542
Current portion of domestic bonds				—		9,888,902

TOTAL				5,806,589		15,826,651

Long-term
Loans from banks		13.2		36,581,312		26,412,665
Domestic bonds		13.3		9,771,529		4,930,484

TOTAL				46,352,841		31,343,149

As of December 31, 2021, the remaining balance of unused lines of credit for short-term financing was VND7,498 billion. Interest rate and maturity date would be determined at disbursement date of the loans.

13.1

Short-term loans from banks

Details of the short-term loans from banks of the Group as of December 31, 2021 and 2020 were as follows:

Bank

As of December 31,

Maturity

Collateral

2020

2021

(VND million)

Joint Stock Commercial Bank for Foreign Trade of Vietnam

—

499,974

From January to June 2022

Certain inventories of the Company

Ho Chi Minh City Development Joint Stock Commercial Bank

—

246,848

June 2022

Certain shares of an affiliate of the Group held by the ultimate parent company

Vietnam Investment and Development Joint Stock Bank – Ha Thanh Branch

—

200,000

February 2022

Certain shares of an affiliate of the Group held by the ultimate parent company

Vietnam Technological and Commercial Joint Stock Bank

509,757

27,720

Payment Guarantee from the ultimate parent company

TOTAL

509,757

974,542

Short-term bank loans of the Group have interest rates for the year ranging from 4.5% to 6.8% per annum.

F-115

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

13.

INTEREST-BEARING LOANS AND BORROWINGS (continued)

13.2

Long-term loans from banks

Details of long-term borrowings as of December 31, 2021 were as follows:

Lenders

Ending balance

Maturity date

Collateral

USD

VND million

Foreign syndicated loan No.1

720,643,610

16,375,900

From March 2022 to September 2030

)

In which: current portion

90,073,639

2,055,379

Foreign syndicated loan No.2

279,873,519

6,376,395

From May 2022 to November 2024

)

In which: current portion

46,500,000

1,059,828

Foreign syndicated loan No.3

277,670,160

6,352,158

From April 2022 to April 2023

)

In which: current portion

80,000,000

1,828,000

Foreign syndicated loan No.4

96,272,136

2,193,571

From December 2023 to December 2026

)

Domestic syndicated loan

77,848

From March 2022 to December 2024

)

In which: current portion

20,000

TOTAL

31,375,872

In which:

Non-current portion

26,412,665

Current portion

4,963,207

Details of long-term borrowings as at December 31, 2020 were as follows:

Lenders

Ending balance

Maturity date

Collateral

USD

VND million

Foreign syndicated loan No.1

789,406,064

18,222,001

From March 2021 to April 2029

)

In which: current portion

90,073,639

2,085,562

Foreign syndicated loan No.2

299,838,928

6,943,829

From November 2021 to November 2024

)

In which: current portion

23,250,000

538,470

Foreign syndicated loan No.3

335,302,110

7,740,065

From April 2021 to April 2023

)

In which: current portion

60,000,000

1,384,800

Domestic syndicated loan

8,972,249

From March 2021 to December 2027

In which: current portion

1,288,000

TOTAL

41,878,144

In which:

Non-current portion

36,581,312

Current portion

5,296,832

(i)

As of December 31, 2021 and 2020, these long-term loans were secured by:

•

F-116

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

13.

INTEREST-BEARING LOANS AND BORROWINGS (continued)

13.2

Long-term loans from banks (continued)

•

Certain shares of an affiliate held by another affiliate in the Group, certain shares of another subsidiary held by the ultimate parent company and the capital interest in the Company and its subsidiaries owned by the ultimate parent company;

•

Payment Guarantee from the ultimate parent company.

Details of interest rate during the year of borrowings as of December 31, 2021 as follows:


Loans and borrowings	Currency	Interest rate applicable in 2021
Secured loans	VND	Floating interest rate, from 8.03% to 10% per annum
Secured loans without swap contract	USD	Floating interest rate, from 0.96% to 3.45% per annum
Secured loans with floating interest rate swapped for fixed interest rate (also fixed transaction rate) under swap contracts (Note 20A)	USD	Fixed interest rate under swap contract from 4.1% to 9.15% per annum

13.3

Domestic bonds

The balance as of December 31, 2021 includes bonds arranged by a third counterparty:

•

The bonds will be due in December 2022, with a total issuance amount of VND10,000 billion. The remaining principal balance of the bonds is worth VND9,889 billion (net of issuing costs) as of December 31, 2021. These bonds are unsecured, and bear interest at the rate of 10% per annum for the first year. In the following years, the interest rate is determined by the 4% marginal interest rate and 12-month interest (paid-in-arrears) saving rate for individuals of Joint Stock Commercial Bank for Foreign Trade of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank. The bonds are guaranteed by the ultimate parent company.

•

The bonds will be due in December 2024 with a total expected issuance value of VND11,500 billion, of which the Company received a disbursement of VND5,002 billion in 2021. The remaining principal balance of the bonds is worth VND4,930 billion (net of issuance costs) as of December 31, 2021. These bonds are secured by shares of an affiliate in the Group held by the ultimate parent company, and bear interest at the rate from 9% to 9.25% for the first year. In the following years, the interest rate is determined by the 3.8% to 3.9% marginal interest rates and 12-month interest (paid-in-arrears) saving rate for individuals of Joint Stock Commercial Bank for Foreign Trade of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank. The Company and its subsidiaries have received a guarantee (irrevocable and unconditional) for all payment obligations related to this bond from the ultimate parent company.

14.

DEPOSITS AND DOWN PAYMENT FROM CUSTOMERS

This represents contract liabilities which included deposits and down payment received in advance from customers for sales of automobiles, e-scooters and service parts. Revenue recognized in 2021 from these

F-117

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

14.

DEPOSITS AND DOWN PAYMENT FROM CUSTOMERS (continued)

contract liabilities at beginning of the year amounted to approximately VND1,069 billion (in 2020: VND1,463 billion).

The total transaction price allocated to the remaining performance obligations related to sales of goods as of December 31, 2021 excluding the constrained variable considerations is approximately VND3,737 billion (in 2020: VND2,307 billion).

15.

SHORT-TERM ACCRUALS


	Currency: VND million
	As of December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Financial liabilities:
Accruals for purchase of raw material, machines and equipment, information technology system and development costs		2,126,559		2,871,354
Accrued construction costs of factories and infrastructures		1,219,405		548,739
Accrued selling expenses		349,835		148,142
Accrued loan and bonds interests		201,468		273,875
Others		165,837		276,958

TOTAL		4,063,104		4,119,068

16.

OTHER LIABILITIES


	Currency: VND million
	As of December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Current non-financial liabilities:
Provision for contract penalty and compensation for the ICE phasing-out and purchase commitment		1,444,833		4,115,956
Tax payable		884,464		626,370
Current assurance-type warranties		58,275		164,180
Payables to employees		193,107		313,099
Others		65,120		94,358

TOTAL		2,645,799		5,313,963

Non-current non-financial liabilities:
Non-current assurance-type warranties		369,771		171,290
Others		4,166		—

TOTAL		373,937		171,290

F-118

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

16.

OTHER LIABILITIES (continued)

Details of movement of certain provisions during the year are as below:


	Currency: VND million
	Provision for contract penalty and compensation for the ICE phasing-out			Provision related to purchase commitment			Assurance-type warranties			Total
At January 1, 2020		—			—			157,716			157,716
Provision made during the year		—			1,444,833			339,957			1,784,790
Utilized		—			—			(69,627	)		(69,627	)

At December 31, 2020		—			1,444,833			428,046			1,872,879
Provision made during the year		4,340,322			65,981			178,377			4,584,680
Change in accounting estimate for pre-existing warranties		—			—			(211,399	)		(211,399	)
Reversal of provision		—			(245,101	)		—			(245,101	)
Offsetting against advances		(402,777	)		—			—			(402,777	)
Utilized		—			(1,087,302	)		(59,554	)		(1,146,856	)

At December 31, 2021		3,937,545			178,411			335,470			4,451,426

Provision related to purchase commitment

Provision for compensation due to ICE phase out event

As of December 31, 2021, the Group has estimated and made provision amounting to VND4,340,322 million for compensation expenses deriving from early termination of contracts with suppliers as a result of the Group’s ICE phasing-out plan (Note 1). VinFast Vietnam is in the process of negotiating with suppliers to finalize the compensation expenses (Note 23).

17.

LEASES

Group as a lessee

The Group determines whether an arrangement is a lease at inception. The Group has entered into various non-cancellable operating and finance lease agreements for lands, showrooms, offices and toolings used in its operations. The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of or less than 12 months).

F-119

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

17.

LEASES (continued)

Group as a lessee (continued)

The balances for the operating leases and finance lease where the Group is the lessee are presented as follows:


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Operating lease
Right-of-use assets – Operating lease		616,533		2,235,169
Total operating lease liabilities		579,509		1,673,647
In which:
Current portion of operating lease liabilities		216,098		375,293
Non-current operating lease liabilities		363,411		1,298,354
In which:
Lease liabilities from related parties		383,068		663,812
Lease liabilities from third parties		196,441		1,009,835

Finance lease
Right-of-use assets – Finance lease		109,003		96,582

The components of lease expense are as follows:


	Currency: VND million
	For the year ended December 31,
	2020 VinFast Vietnam			2021 VinFast Auto
Operating lease expense		161,310			336,644
Finance lease expense		12,890			12,421

Other information related to operating leases where the Group is the lessee is as follows:

Weighted-average remaining lease term: (months)
Operating lease – Land lease		564			555
Operating lease – Showrooms and offices		36			51
Finance lease – Tooling		101			89

Weighted-average discount rate:
Operating leases		9.00	%		8.88	%

Supplemental cash flow information related to operating leases where the Group is the lessee was as follows:


	Currency: VND million
	For the year ended December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases		177,870		289,642

F-120

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

17.

LEASES (continued)

Group as a lessee (continued)

As of December 31, 2021 and 2020, the maturities of operating lease liabilities (excluding short-term leases) were as follows:


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Less than 1 year		221,351		395,413
From 1 to 2 years		201,075		388,990
From 2 to 3 years		96,324		387,991
From 3 to 4 years		43,889		366,273
From 4 to 5 years		26,277		275,803
Thereafter		989,358		740,294

TOTAL		1,578,274		2,554,764

Less: Imputed interest		998,765		881,117
Present value of lease obligations		579,509		1,673,647
Less: Current portion		216,098		375,293

Non-current portion of lease obligations		363,411		1,298,354

Group as a lessor

Sales-type Lease Receivables

The Group, as a lessor, lets out a factory under finance lease agreement. The leases have terms of 48 years. As of December 31, 2021 and 2020, maturities of sales-type lease receivables from customers for each of the next five years and thereafter were as follows:


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Less than 1 year		42,356		19,746
From 1 to 2 years		31,514		19,746
From 2 to 3 years		31,514		19,746
From 3 to 4 years		31,514		19,746
From 4 to 5 years		31,514		19,746
Thereafter		1,304,268		796,135

TOTAL		1,472,680		894,865

As disclosed in Note 21, after transferring these factories to Vinhomes Industrial Zone Investment JSC (“VHIZ JSC”) in February 2022 under the BCC, the Group does not expect to retain the sales-type lease receivables from customers.

F-121

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

17.

LEASES (continued)

Group as a lessor (continued)

Net investment in sales-type leases


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam			2021 VinFast Auto
Gross lease receivables		1,502,299			944,227
Received cash		(29,619	)		(49,364	)
Unearned interest income		(1,087,966	)		(712,390	)

Net investment in sales-type leases		384,714			182,473

Reported as:
Current net investment in sales-type lease		1,012			169
Non-current net investment in sales-type lease		383,702			182,304

Net investment in sales-type leases		384,714			182,473

Operating lease

The Group, as a lessor, lets out factories under operating lease agreements. The leases have terms of between 4 years and 10 years.

As of December 31, 2021 and 2020, maturities of lease receivables from customers for each of the next five years and thereafter were as follows:


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Less than 1 year		61,676		65,283
From 1 to 2 years		61,676		57,747
From 2 to 3 years		61,353		57,747
From 3 to 4 years		57,747		48,893
From 4 to 5 years		48,893		31,040
Thereafter		99,636		68,595

TOTAL		390,981		329,305

As disclosed in Note 21, after transferring these factories to VHIZ JSC in February 2022 under the BCC, the Group does not expect to retain the lease receivables from customers.

F-122

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

18.

CORPORATE INCOME TAX

The major components of tax expense for the years ended December 31, 2021 and 2020 were:


	Currency: VND million
	For the year ended December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Income taxes
Current income tax expense		14,186		58,701
Deferred income tax expense		73,580		150,536

Income tax expense reported in the consolidated statement of operations		87,766		209,237

The reconciliation of tax computed by applying the Vietnam’s statutory tax rate of 20% to the Group’s income tax expense of the years presented are as follows:


	Currency: VND million
	For the year ended December 31,
	2020			2021
	VinFast Vietnam			VinFast Auto
Loss before tax expense		(18,862,477	)		(32,009,724	)
Income tax benefit computed at the Vietnam statutory tax rate of 20%		(3,772,495	)		(6,401,985	)
Effect of preferential tax rates		1,881,718			3,086,200
Foreign tax rates differential		11,622			(128,853	)
Non-deductible expenses		22,938			181,983
Change in valuation allowance		1,943,983			3,471,892

Estimated income tax expense		87,766			209,237

The Vietnam statutory income tax rate was used because the majority of the Group’s operations are based in Vietnam.

18.1

Current corporate income tax

Singapore

The Company incorporated in Singapore is subject to the Singapore Corporate Tax rate of 17% for the years ended December 31, 2021.

Vietnam

The statutory corporate income tax rate applied for subsidiaries in Vietnam is 20% of taxable income. VinFast Vietnam was granted an incentive generated from investment project with the tax rate of 10% in the first consecutively 15 years commencing from the first year in which income from investment project is generated. Vinfast Vietnam is entitled to an exemption from CIT for investment project for 4 years commencing from the first year in which a taxable income from investment project is earned, and a 50% reduction of CIT for the subsequent 9 years.

F-123

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

18.

CORPORATE INCOME TAX (continued)

18.1

Current corporate income tax (continued)

Others

The CIT rates applicable to subsidiaries established in countries other than Singapore and Vietnam vary depending on the regulations of the local tax authorities.

18.2

Deferred tax


	Currency: VND million
	For the year ended December 31,
	2020			2021
	VinFast Vietnam			VinFast Auto
Deferred tax assets
Unrecognized tax loss carried forward		558,786			1,745,182
Differences in useful life of fixed assets		185,788			98,666
Written-off R&D expenses		459,616			118,549
Loss on revaluations of financial instruments to fair value and impact of amortized cost		286,067			390,745
Exceeding-deductible-cap interest expense carried forward		220,552			430,351
Lease liabilities		115,902			384,044
Others		11,093			56,817

Total deferred tax assets		1,837,804			3,224,354
Less valuation allowance		(1,721,902	)		(2,840,310	)

Total deferred tax assets, net amount		115,902			384,044

Deferred tax liabilities
Fair value of equity investment		(1,983,562	)		—
Exploration right		(87,652	)		—
Right-of-use assets		(115,902	)		(384,044	)
The tax effect of asset acquisitions that are not business combinations		(10,675	)		(1,243	)
Gain on revaluations of financial instruments to fair value and impact of amortized cost		(28,620	)		—

Total deferred tax liabilities		(2,226,411	)		(385,287	)

Net deferred tax liabilities		(2,110,509	)		(1,243	)
Reflected in the consolidated balance sheet as follows:
Deferred tax assets		53,376			50,219
Deferred tax liabilities		(2,163,885	)		(51,462	)

Deferred tax liabilities, net		(2,110,509	)		(1,243	)

F-124

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

18.

CORPORATE INCOME TAX (continued)

18.3

Valuation allowance for deferred tax assets

Full valuation allowances have been provided where, based on all available evidence, management determined that deferred tax assets are not more likely than not to be realizable in future tax years. Movement of valuation allowance is as follow:


	Currency: VND million
	For the year ended December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Balance at beginning of the year		705,678		1,721,902
Additions		1,016,224		1,118,408

Balance at end of the year		1,721,902		2,840,310

Tax loss carried forward

The consolidated entities are entitled to carry tax losses forward to offset against taxable income arising within five years subsequent to the year in which the loss was incurred. At the end of balance sheet date, the Group had accumulated tax losses of VND31,523 billion (2020: VND13,831 billion) available for offset against future taxable profit. These are estimated accumulated tax losses as per the CIT declarations of the consolidated entities which have not been finalized by the local tax authorities as of the date of these consolidated financial statements.

No deferred tax assets have been recognized in respect of these accumulated tax losses because future taxable profit cannot be ascertained at this stage.

The Group has tax losses mainly arising in Vietnam that will expire in several years for deduction against future taxable profit


Originating year	Can be utilized up to	Tax loss amount VND million
2018	2023		38,141
2019	2024		3,179,802
2020	2025		10,279,096
2021	2026		18,025,616

TOTAL			31,522,655

The management takes into account the requirement of ASC 740 for all uncertainty over income tax treatments. In determining the treatment for uncertain tax positions, the management considers either the probability of whether the relevant taxation authority will accept the tax treatment under tax law or preparing its income tax filings and supporting tax treatments. Based on the reasonable estimates and prudent judgements of the management, it is more likely than not that the taxation authority will accept all uncertain tax treatments of the Group. Accordingly, the Group did not record any uncertain tax position as of December 31, 2021 and 2020.

F-125

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

19.

OTHER INCOME AND EXPENSES AND LOSSES PER SHARE

19.1

Other operating income/expenses


	Currency: VND million
	For the year ended December 31,
	2020			2021
	VinFast Vietnam			VinFast Auto
Other operating income
Foreign exchange gains		238,207			450,380
Others		26,686			238,198

Total		264,893			688,578

Other operating expenses
Penalties		106,912			112,704
Loss from disposal of long-lived assets		—			113,395
Foreign exchange losses		158,943			1,611
Loss from sales-type lease		17,187			—
Others		49,338			48,396

Total		332,380			276,106

Net other operating (expenses)/income		(67,487	)		412,472

19.2

Finance income


	Currency: VND million
	For the year ended December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Interest income on loan receivables		218,183		415,230
Interest income on sales-type lease		30,533		25,054
Others		—		5,855

Total		248,716		446,139

19.3

Finance costs


	Currency: VND million
	For the year ended December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Contractual coupons on loans and borrowings		3,701,736		3,442,117
Change in amortized costs of financial instruments measured at amortized cost other than nominal interest		852,183		1,156,118

Total		4,553,919		4,598,235

F-126

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

19.

OTHER INCOME AND EXPENSES AND LOSSES PER SHARE (continued)

19.4

Investment gain


	Currency: VND million
	For the year ended December 31,
	2020		2021
	VinFast Vietnam		VinFast Auto
Fair value gain from equity instruments measured at fair value through profit or loss		224,798		879,792
Gain from disposal of investments		—		47,092
Others		—		29,704

Total		224,798		956,588

19.5

Loss per share

Basic loss per share and diluted loss per share have been calculated in accordance with ASC 260 on computation of earnings per share for the years ended 2021. Details are as below:


	Currency: VND million
	For the year ended December 31, 2021
Net loss attributable to controlling interests		(32,183,727	)

Net loss attributable to controlling interests adjusted for the effect of dilution		(32,183,727	)


	Unit: Shares
	For the year ended December 31,
Weighted average number of ordinary shares (excluding treasury shares) for basic earnings per share		1,656,188,563

Weighted average number of ordinary shares (excluding treasury shares) adjusted for the effect of dilution		1,656,188,563


	Currency: VND
	For the year ended December 31, 2021
Basic loss per share		(19,432	)
Diluted loss per share		(19,432	)

The net loss per share for the year ended December 31, 2020 is not available because VinFast Vietnam had no shares.

In April 2022, the Company effected a 100-for-one split of ordinary shares, therefore, basic loss per share and diluted loss per share for the year ended December 31, 2021 was adjusted retroactively to give effect to the share split.

F-127

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

20.

FAIR VALUE HIERARCHY

Fair value of financial instruments that are carried at fair value

The fair value of financial assets and liabilities by classes that are carried at fair value are as follows:


	December 31, 2020
	Quoted prices in active markets for identical instruments		Significant other observable inputs		Significant unobservable inputs		Total
	(Level 1)		(Level 2)		(Level 3)
	VND million		VND million		VND million		VND million
Financial assets:
Financial assets at fair value through profit or loss
- Listed equity instruments		11,008,269		—		—		11,008,269
- Unlisted equity instruments		—		—		22,997		22,997
- Long-term derivative asset — cross-currency interest rate swaps contract		—		—		309,524		309,524
- Short-term derivative asset — forward exchange contract		—		2,586		—		2,586

At December 31, 2020		11,008,269		2,586		332,521		11,343,376

Financial liabilities:
Financial liability at fair value through profit or loss
- Derivative liabilities — cross-currency interest rate swaps contract (i)		—		—		1,643,510		1,643,510
In which:
Non-current portion		—		—		803,691		803,691
Current portion		—		—		839,819		839,819

At December 31, 2020		—		—		1,643,510		1,643,510

F-128

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

20.

FAIR VALUE HIERARCHY (continued)

Fair value of financial instruments that are carried at fair value (continued)

The fair value of financial assets and liabilities by classes that are carried at fair value are as follows (continued):

December 31, 2021

Quoted prices in
active markets for
identical instruments

Significant other
observable inputs

Significant
unobservable
inputs

Total

(Level 1)

(Level 2)

(Level 3) (*)

VND million

Financial assets:

Financial assets at fair value through profit or loss

- Long-term derivative asset — cross-currency interest rate swaps contract (i)

—

5,291

At December 31, 2021

—

5,291

Financial liabilities:

Financial liability at fair value through profit or loss

- Derivative liabilities — cross-currency interest rate swaps contract (i)

—

2,003,184

In which:

Non-current portion

—

891,711

Current portion

—

1,111,473

At December 31, 2021

—

2,003,184

(*)

There were no transfers into or out of Level 3 of the fair value hierarchy during 2021.

F-129

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

20.

FAIR VALUE HIERARCHY (continued)

Fair value of financial instruments that are carried at fair value (continued)

Reconciliations of significant assets and liabilities categorized within Level 3 under the fair value hierarchy are as follow:

January 1, 2020

Net change in unrealized
fair value recognized in
consolidated statements
of operations

December 31, 2020

VND million

Financial assets:

Financial assets at fair value through profit or loss

- Long-term derivative asset — cross-currency interest rate swaps contract

—

309,524

Financial liabilities:

Financial liability at fair value through profit or loss

- Derivative liabilities — cross-currency interest rate swaps contract (i)

361,534

1,281,976

1,643,510

In which:

Non-current portion

81,169

722,522

803,691

Current portion

280,365

559,454

839,819

January 1, 2021

Net change in unrealized
fair value recognized in
consolidated statements
of operations

December 31, 2021

VND million

Financial assets:

Financial assets at fair value through profit or loss

- Long-term derivative asset — cross-currency interest rate swaps contract (i)

309,524

(304,233

)

5,291

Financial liabilities:

Financial liability at fair value through profit or loss

- Derivative liabilities — cross-currency interest rate swaps contract (i)

1,643,510

359,674

2,003,184

In which:

Non-current portion

803,691

88,020

891,711

Current portion

839,819

271,654

1,111,473

(i)

The Group entered into non-transferable cross-currency interest rate swap (“CCIRS”) contracts with financial institutions for syndicated loans No.1, No.2, and No.3. Under the terms of the CCIRS contracts, the Group will receive floating interests based on outstanding USD notional amount every interest payment date, and in turn will pay fixed interest for such loans based on the outstanding VND notional amount. In addition, at each principal repayment date, the Group will pay a fixed amount in VND based on the USD-VND exchange rate for such loans at inception of the CCIRS for receiving notional amount in USD with the financial institutions. The outstanding notional amounts of the Group’s derivative instruments were maximum equal the carrying value of syndicated loans No. 1, No. 2 and No. 3 as disclosed in Note 13.2.

F-130

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

20.

FAIR VALUE HIERARCHY (continued)

Fair value of financial instruments that are carried at fair value (continued)

As of December 31, 2021, the total net amount of fair value of the CCIRS derivative liabilities and derivative assets were VND1,998 billion (2020: VND1,334 billion). The Group opted not to designate the CCIRS under hedge accounting therefore, the whole fair value change was charged to the consolidated statement of operations. Net change in fair value of CCIRS derivative instruments for 2021 was recorded as net loss on financial instruments at fair value through profit or loss in the consolidated statement of operations.

Valuation processes

Valuation methods and assumptions

The following methods and assumptions were used for the estimation of recurring fair value measurements categorized within Level 1 and Level 3 of the fair value hierarchy:

•

The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy as of December 31, 2021 are shown below:


*Item*	*Valuation technique*	*Valuation date*	*Significant unobservable inputs*	*Rate* *(%/annum)*
CCIRS contract of the loan No.1	Discounted Cash Flow (“DCF”)	December 31, 2020	Interpolated LIBOR for subsequent years	0.23-0.49
CCIRS contract of the loan No.1	Discounted Cash Flow (“DCF”)	December 31, 2021	Interpolated LIBOR for subsequent years	0.18-1.19
CCIRS contract of the loan No.2	DCF	December 31, 2020	Interpolated LIBOR for subsequent years	0.22-0.46
CCIRS contract of the loan No.2	DCF	December 31, 2021	Interpolated LIBOR for subsequent years	0.11-1.13
CCIRS contract of the loan No.3	DCF	December 31, 2020	Interpolated LIBOR for subsequent years	0.12-0.26
CCIRS contract of the loan No.3	DCF	December 31, 2021	Interpolated LIBOR for subsequent years	0.03-0.68

F-131

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES

The principal related parties with which the Group had significant transactions during the years ended December 31, 2021 and 2020 presented are as follows:


Related parties		Relationship with the Company
Pham Nhat Vuong		Member of the Board of Management
Vingroup JSC		Parent Company
Asian star Trading & Investment PTE LTD		Share holder
Vietnam Investment Group JSC		Entity under common control
Gia Lam Urban Development and Investment Company Limited		Entity under common control
Thai Son Investment Construction Corporation JSC		Entity under common control
SADO Trading Commercial JSC (“SADO JSC”)		Entity under common control
Sai Dong Urban Development and Investment JSC		Entity under common control
Hanoi Southern City Development and Trading LLC (was merged into SADO JSC in December 2020)		Entity under common control
Times Trading Investment and Development One Member LLC		Entity under common control
Vincom Retail JSC		Entity under common control
Vincom Retail Operation LLC		Entity under common control
VHIZ JSC		Entity under common control
Vinhomes JSC		Entity under common control
Vinmec International General Hospital JSC		Entity under common control
Vinpearl JSC		Entity under common control
Vinsmart Research and Manufacture JSC		Entity under common control
VinTech Technology Development JSC		Entity under common control
Vinbus Ecology Transport Services LLC		Entity under common control
Vantix Technology Solutions and Services JSC		Entity under common control
Vinbiocare Biotechnology JSC		Entity under common control
VIN3S JSC		Entity under common control
Grand Prix Vietnam LLC		Entity under common control from June 2019
VinFast — An Phat		Joint venture (until June 30, 2021)
VinFast Lithium Battery Pack LLC		Joint venture (until December 3, 2021)

F-132

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2021 and 2020 were as follows:


		Currency: VND million
		For the year ended December 31,
Related party	Transactions	2020		2021
		VinFast Vietnam		VinFast Auto
Vingroup JSC	Borrowings		10,989,083		31,938,007
	Borrowings (converted from the Group’s consideration payable to Vingroup JSC for acquisition of Vingroup Investment)		—		4,693,380
	Capital contribution by offsetting against borrowings		2,935,506		4,121,775
	Capital contribution receipt in cash		3,069,032		2,515,000
	Interest payable		746,433		1,229,683
	Payable due to the acquisition of VinFast Vietnam by VinFast Auto (Note 1 (i))		—		25,782,160
	Advance to acquire shares of VinFast Vietnam (Note 1 (i))		—		235,000

Vietnam Investment Group JSC	Payable due to the acquisition of VinFast Vietnam by VinFast Auto (Note 1 (i))		—		24,208,340
	Capital contribution in cash		—		5,870,619
	Advance to acquire shares of VinFast Vietnam (Note 1 (i))		—		226,917

Pham Nhat Vuong	Capital contribution in cash		2,930,968		247,963
	Capital contribution via settlement the Group’s borrowings due to Vingroup JSC		2,619,611		—

Vinhomes JSC	Cash received from selling car voucher		1,938,000		3,967,140
	Borrowings		—		4,270,000
	Reduction of borrowings through offsetting debt		—		1,921,337

Vinpearl JSC	Loans		4,043,700		4,353,000
	Interest receivable		88,782		244,557
	Purchase of hospitality vouchers		38,173		165,303
	Hotel service expenses		—		121,122

F-133

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2021 and 2020 were as follows (continued):


		Currency: VND million
		For the year ended December 31,
Related party	Transaction	2020		2021
		VinFast Vietnam		VinFast Auto
Sai Dong Urban Development and Investment JSC	Loans		600,000		—

Grand Prix Vietnam LLC	Loans		2,090,000		—

Vinmec International General Hospital JSC	Borrowing		690,000		—

Vinsmart Research and Manufacture JSC	Loans		3,059,999		1,227,000
	Transfer of investments		—		634,406
	Purchase of smartphones		299,755		930,065
	Purchase of fixed assets, tools, materials and goods		—		595,827

Gia Lam Urban Development and Investment LLC	Borrowing		2,310,000		—

VHIZ JSC	Cash received under business investment and cooperation contract (*)		17,005,000		—
	Contractual profit sharing under business investment and cooperation contract (*)		68,820		336,000

Hanoi Southern City Development and Trading LLC (was merged into SADO JSC in December 2020)	Loans		1,137,000		—

VinTech Technology Development JSC	Loans		990,000		—

Vincom Retail JSC	Borrowings		700,000		295,000

SADO JSC	Loans		690,000		107,200

F-134

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2021 and 2020 were as follows (continued):


		Currency: VND million
		For the year ended December 31,
Related party	Transaction	*2020*		*2021*
		VinFast Vietnam		VinFast Auto
Times Trading Investment and Development One Member LLC	Loans		210,000		108,000

Vinbiocare Biotechnology JSC	Borrowing		—		137,500

VIN3S JSC	Purchase of information technology services		—		148,586

Thai Son Construction Investment JSC	Borrowing		—		1,900,000

VinFast Lithium Battery Pack LLC (Joint venture until December 3, 2021)	Purchase of assets, materials and tools		369,311		189,407

Vinbus Ecology Transport Services LLC	Revenue from sale of electric buses		—		480,102

Vincom Retail Operation LLC	Cost of rental services		—		76,666

Vantix Technology Solutions and Services JSC	Purchase of services		—		302,245

(*) In August 2020, VinFast Vietnam signed a business investment and cooperation contract (“BCC”) with VHIZ JSC, an entity under common control of Vingroup JSC, regarding infrastructure and facility development projects of VinFast Vietnam. According to the BCC, VinFast Vietnam will transfer part of these projects to VHIZ JSC upon completion of those projects and obtaining local regulatory approval for the transfer. The portion to be transferred would be subject to changes depending on the official regulatory approval and subsequent leaseback transaction. Also, under the BCC, VHIZ JSC prepaid VND17,005 billion to VinFast Vietnam, and would earn a yield of VinFast Vietnam’s total revenue. The yield applicable for period from August 2020 to December 2020 is 2% of VinFast Vietnam’s total revenue but not less than VND22,000 million per month, and for period from January 2021 onwards is 1.5% of VinFast Vietnam’s total revenue but not less than VND28,000 million per month. After receiving the regulatory approval for the transfer of certain portion of the projects in January 2022, VinFast Vietnam handed over the transferred portion of projects to VHIZ JSC in February 2022 (mostly consisting of land and infrastructures in the industrial park) and leased back a majority of transferred assets from VHIZ JSC for 45 years for continuance of the manufacturing projects of VinFast Vietnam. The non-leaseback portion of transferred assets was classified as held for sale as of December 31, 2021 (Note 22).

Terms and conditions of transactions with related parties during the years

During the year ended December 31, 2021 and 2020, the Group sold/purchased goods and rendered/purchased services to/from related parties based on negotiated prices.

F-135

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Terms and conditions of transactions with related parties during the years (continued)

The sales to and purchases from related parties are made on terms agreed among parties. Outstanding balances at the year-end are unsecured and interest free (except for loans to and borrowings from related parties which are subject to interest rate of 9% or 10% per annum) and settlement occurs in cash. There has been no guarantee provided or received for any related party receivables or payables.

During the year ended December 31, 2021 and 2020, the Group has not made provision for doubtful debts relating to amounts due from related parties. This assessment is undertaken each financial period through the examination of the financial position of the related parties and the market in which the related parties operate.

Amounts due to and from related parties as of December 31, 2021 and 2020:


	Currency: VND million
	*As of December 31,*
	*2020*		*2021*
	VinFast Vietnam		VinFast Auto
*Amounts due from related parties*
Short-term loans, advance to and receivables from related parties		8,840,517		1,997,181
Short-term loans (Note 21a)		8,468,498		1,563,299
Short-term advance to and receivables (Note 21b)		372,019		433,882
Long-term loans to and receivables		950,736		45,950
Long-term loans (Note 21a)		947,000		16,750
Long-term receivables		3,736		29,200

Total		9,791,253		2,043,131

*Amounts due to related parties*
Short-term payables to and borrowings from related parties		3,171,372		56,035,252
Short-term payables (Note 21b)		1,620,789		55,740,252
Short-term borrowing (Note 21a)		1,550,583		295,000
Long-term payables to related parties		16,627,237		41,142,764
Long-term payable (Note 21b)		16,627,237		14,531,172
Long-term borrowing (Note 21a)		—		26,611,592

Total		19,798,609		97,178,016

F-136

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

a) Detail of loans to and borrowings from related parties:

•

As of December 31, 2021:

Related parties

VND million

Interest rate
per annum

Maturity date

Short-term loans to related parties

Vinpearl JSC

1,500,400

From June 2022
to July 2022

Vinsmart Research and Manufacture JSC

62,899

September 2022

Total

1,563,299

Short-term borrowings from related parties

Vincom Retail JSC

295,000

October 2022

Total

295,000

Long-term borrowings from related parties

Vingroup JSC

24,262,930

From February 2023
to September 2023

Vinhomes JSC (*)

2,348,662

February 2023

Total

26,611,592

(*)

The collateral for the borrowing from Vinhomes JSC is a portion of equity interest in an affiliate, held by Vingroup JSC and entire rights and benefit associated with the equity interest.

F-137

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

a) Detail of loans to and borrowings from related parties (continued):

•

As of December 31, 2020:


Related parties	VND million		Interest rate per annum			Maturity date
*Short-term loans to related parties*
Sai Dong Urban Development and Investment JSC		575,000		9	%	December, 2021
Vinpearl JSC		3,200,700		9	%	From June to August, 2021
VinTech Technology Development JSC		990,000		9	%	December, 2021
Vinsmart Research and Manufacture JSC		1,378,798		9	%	From August to December, 2021
Grand Prix Vietnam LLC		990,000		9	%	December, 2021
SADO JSC		1,124,000		9	%	December, 2021
Times Trading Investment and Development One Member LLC		210,000		9	%	December, 2021

Total		8,468,498
*Long-term loans to related parties*
Vinsmart Research and Manufacture JSC		110,000		9	%	January, 2022
Vinpearl JSC		837,000		9	%	January, 2022

Total		947,000

*Short-term borrowings from related parties*
Vingroup JSC		1,550,583		9	%	From July to December, 2021

Total		1,550,583

F-138

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Detail of other balance due from and due to related parties:

•

As of December 31, 2021:


Related parties	Transactions	VND million

*Short-term advance to and receivables from related parties*
VinFast Lithium Battery Pack LLC	Receivable from disposal of assets and selling material		45,061
Vinsmart Research and Manufacture JSC	Interest receivables		95,989
Vinpearl JSC	Interest receivables		264,660
Others	Other advance and short-term receivables		28,172

Total			433,882

*Short-term payables to related parties*
VHIZ JSC	Obligation and deposit relating to business investment and cooperation contract		3,449,253
	Interest accrued expenses		24,861
Vingroup JSC	Payable relating to the acquisition of VinFast Vietnam by VinFast Auto (Note 1 (i))		25,782,160
Vinsmart Research and Manufacture JSC	Payable for purchasing of goods and services		534,867
Vinhomes JSC	Car vouchers which have not been activated		1,502,503
Vietnam Investment Group JSC	Payable relating to the acquisition of VinFast Vietnam by VinFast Auto (Note 1 (i))		24,208,340
Others	Other payables		238,268

Total			55,740,252

*Long-term payables to related parties*
VHIZ JSC	Deposit under business investment and cooperation contract		13,593,227
Vinhomes JSC	Interest payables		2,791
Vingroup JSC	Interest payables		935,154

Total			14,531,172

F-139

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

21.

TRANSACTIONS WITH RELATED PARTIES (continued)

Detail of other balance due from and due to related parties (continued):

•

As of December 31, 2020:


Related parties	Transactions	VND million

*Short-term advance to and receivables from related parties*
VinFast Lithium Battery Pack LLC	Receivable from disposal of assets and selling material		27,106
Vingroup JSC	Receivable from cash centralized master account and interest receivables		13,327
Vinsmart Research and Manufacture JSC	Interest receivables		59,007
Vinpearl JSC	Interest receivables		85,480
VinFast — An Phat	Advance for purchasing of goods		64,590
Others	Other advance and short-term receivables		122,509

Total			372,019

*Short-term payables to related parties*
VHIZ JSC	Obligation relating to business investment and cooperation contract		433,964
Vingroup JSC	Interest accrued expense		436,503
	Payable for communication fee		23,486
Vinsmart Research and Manufacture JSC	Payable for purchasing of goods and services		296,207
	Payable for goods and services relating to Smart Drive project		64,530
Vinhomes JSC	Car vouchers which have not been activated		207,264
Others	Other payables		158,835

Total			1,620,789

*Long-term payables to related parties*
VHIZ JSC	Deposit under business investment and cooperation contract		16,627,237

Total			16,627,237

F-140

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

22.

ASSETS CLASSIFIED AS HELD FOR SALE

The Group classified certain long-lived assets under the Automobiles segment, as held for sale as of December 31, 2021 due to its plan to dispose of these assets.


	Currency: VND million
	As of December 31,
	2020 VinFast Vietnam		2021 VinFast Auto
Carrying value of assets held for sale
Certain assets relating to the BCC (i)		—		1,720,604
Battery production facilities (ii)		—		723,354
Assets of Lang Lang Proving Ground (iii)		—		415,253

Total		—		2,859,211

(i)

Under the BCC transaction as disclosed in Note 21, VinFast Vietnam has plan to dispose of a portion of its projects to VHIZ JSC. The disposal subsequently completed in February 2022.

(ii)

In December 2021, VinFast Vietnam entered into a framework contract with VinES Energy Solutions Joint Stock Company (“VinES JSC”), another subsidiary of Vingroup JSC, to transfer the battery production facilities, including those in battery cell workshop and battery packing workshop, to VinES JSC. In March 2022, the production facilities in battery packing workshop, which represent a substantial portion of the amount presented above, were transferred. The transaction is expected to be fully completed in 2022.

(iii)

In accordance with the Director’s Resolution dated September 6, 2021 of VinFast Australia Pty Ltd, the Group established a plan to dispose of fixed assets of Lang Lang Proving Ground in Australia. For the year ended December 31, 2021, the Group recognized an impairment loss of VND165 billion in administrative expenses, which was resulted from measurement at lower of carrying amount and fair value less cost to sell assets in Lang Lang Proving Ground. The transaction is expected to be completed in 2022.

23.

SEGMENT REPORTING

F-141

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

23.

SEGMENT REPORTING (continued)

Information about segments presented were as follows:

For the year ended December 31, 2021:


	Currency: VND million
	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated ()*			Total
Revenues		13,593,482			678,936			634,793			1,120,971			—			16,028,182
Cost of sales		(22,720,417	)		(1,040,905	)		(453,213	)		(1,069,423	)		—			(25,283,958	)
Gross profit/(loss)		(9,126,935	)		(361,969	)		181,580			51,548			—			(9,255,776	)
Operating expenses		(15,525,771	)		(499,865	)		—			—			(1,785,989	)		(17,811,625	)
Operating profit/(loss)		(24,652,706	)		(861,834	)		181,580			51,548			(1,785,989	)		(27,067,401	)

For the year ended December 31, 2020:


	Currency: VND million
	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated ()*			Total
Revenues		12,473,020			555,660			365,022			296,646			—			13,690,348
Cost of sales		(18,988,982	)		(851,750	)		(234,039	)		(310,707	)		—			(20,385,478	)
Gross loss		(6,515,962	)		(296,090	)		130,983			(14,061	)		—			(6,695,130	)
Operating expenses		(5,003,306	)		(379,980	)		—			(17,186	)		(1,149,914	)		(6,550,386	)
Operating loss		(11,519,268	)		(676,070	)		130,983			(31,247	)		(1,149,914	)		(13,245,516	)

(*)

Unallocated expenses are mainly related to general and corporate administrative costs such as wages and salaries for employees responsible for general corporate functions, including accounting, finance, tax, legal and human relations; technology-related fees; depreciation and amortization of fixed assets used for administration purpose; professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the chief operating decision maker as part of segment performance.

The following table presents revenues by geographic area based on the sales location of the products (in VND million):


	*Year ended December 31,*
	*2020*		*2021*
	*VinFast Vietnam*		*VinFast Auto*
Vietnam		13,511,213		14,996,611
United States		179,135		1,031,571

Total		13,690,348		16,028,182

F-142

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

23.

SEGMENT REPORTING (continued)

The following table presents revenues earned from external customers for each group of similar products and services (in VND million):


	*Year ended December 31,*
	*2020*		*2021*
	*VinFast Vietnam*		*VinFast Auto*
Sales of ICE vehicles		12,473,020		13,107,978
Sales of electric cars		—		5,402
Sales of e-buses		—		480,102
Sales of e-scooters		555,660		678,936
Sale of spare parts		343,041		538,216
Sale of smartphones		179,135		1,031,571
Rendering of aftermarket services		21,981		96,577
Revenue from leasing activities		117,511		89,400

Total revenue		13,690,348		16,028,182

24.

COMMITMENTS AND CONTINGENCIES

Commitments related to the development of the projects and products

The Group has signed contracts relating to the purchase and installation of machinery and equipment, information technology systems and deployment of site clearance, construction of factories and development of products. The estimated commitment amount of these contracts as of December 31, 2021 was VND14,558 billion (December 31, 2020: VND10,179 billion).

Commitments related to the minimum purchase commitment

The Group has signed the contracts with certain suppliers to agree the minimum purchase volume in which the Group committed and promised that the annual purchase volume from these suppliers is not lower than the quantity agreed upon by the two parties in the signed contract and/or other accompanying documents.

In case of shortfall purchase, the suppliers will reserve the right to revise the quotation and component pricing or are entitled to compensation from Vinfast Vietnam.

Contingent liabilities related to contract termination penalty

As presented in Note 1 and Note 16, the Group has estimated the compensation expenses deriving from early termination of contracts with suppliers as result of the Group’s ICE phasing-out plan. The Group is in the process of negotiating with suppliers to finalize the compensation expenses. The ultimate resolution of the matter, which is expected to occur within one year, could result in a loss of up to VND421 billion in excess of the amount accrued.

25.

OTHER DISCLOSURES AS DEEMED APPROPRIATE BY THE GROUP

Covid-19 pandemic

F-143

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

25.

OTHER DISCLOSURES AS DEEMED APPROPRIATE BY THE GROUP (continued)

Covid-19 pandemic (continued)

Group operates. The Company’s management has continuously monitored ongoing developments and assessed the financial impact in respects of the valuation of assets, provisions and contingent liabilities, and has used estimates and judgement in respect of various issues as the situation has evolved, using the best information obtained up to the date of this consolidated financial statements.

There are still uncertainties of COVID-19’s future impact, and the extent of the impact will depend on a number of factors, including the duration and severity of COVID-19, the development and progress of distribution of COVID-19 vaccine and other medical treatment, the potential change in user’s behaviors, the actions taken by government authorities, particularly to contain the outbreak, stimulate the economy to improve business condition especially for small and medium enterprises, almost all of which are beyond the Company’s control. As a result, certain estimates and assumptions require significant judgments and carry a higher degree of variabilities and volatilities that could result in material changes to the Company’s estimates in future periods.

26.

SUBSEQUENT EVENTS

The subsequent events were evaluated through June 28, 2022, the date the consolidated financial statements were issued.

After the reporting period, the Group has completed the following transactions:

•

In December 2021, VinFast Vietnam entered into a reinvestment agreement (as amended and supplemented in February and March 2022, the “Reinvestment Agreement”) with Vingroup JSC, Vietnam Investment Group JSC and Asian Star Trading & Investment PTE LTD (the “shareholders of the Company”), pursuant to which shareholders of the Company have agreed to reinvest all proceeds that it receives from the P-Notes less the consideration payable to VinFast Vietnam by Vietnam Investment Group JSC for the ICE assets disposal (Note 1) and the subscription consideration paid by Vingroup JSC for VinFast Vietnam’s deferred preference shares amounting to VND6,000 billion in a capital injection in March 2022 (as disclosed below) into VinFast Vietnam in return for the issuance of deferred preference shares in VinFast Vietnam. Each shareholders’ reinvestment obligation under the Reinvestment Agreement is unsecured.

•

In January 2022, VinFast Vietnam announced its plan to extend the warranty policy to 10 years or the first 200,000km (whichever comes first) for all internal-combustion-engine cars sold since 2019 and to be sold thereafter. The estimated impact of extension warranty event is VND357 billion.

•

In January 2022, VinFast Vietnam entered into a master sale promotion agreement with VinES JSC to implement the battery lease promotion program, whereby VinFast Vietnam provide a promotional amount to support a portion of the customer’s battery rental fee payable to VinES JSC. Subsequently, VinFast Vietnam and VinES JSC entered into a framework agreement. Under this agreement, VinES JSC shall manufacture and provide the models of batteries, according to the quantities and specifications agreed by both parties from time to time, to buyers of VinFast Vietnam’s electric vehicles. VinFast Vietnam acts as VinES JSC’s authorized commercial agent to lease out the batteries to buyers of Vinfast Vietnam’s electric vehicles and to provide maintenance, aftersales, and other support services relating to the batteries to customers.

F-144

VinFast Trading & Investment Pte. Ltd.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2021 and 2020 and for the years then ended

26.

SUBSEQUENT EVENTS (continued)

•

In March 2022, the General Shareholders of VinFast Vietnam approved the issuance of 600,000,000 deferred preference shares to Vingroup JSC, at par value of VND10,000 per share.

•

In May 2022, VinFast Auto established VinFast OEM US Holding, Inc with 100% equity interest.

•

In March 2022, Vingroup USA established Project Blue NC, LLC with 100% equity interest and subsequently, this subsidiary changed its name to VinFast Manufacturing US, LLC. In May 2022, Vingroup USA transferred 100% equity interest in VinFast Manufacturing US, LLC to VinFast OEM US Holding, Inc.

•

On April 29, 2022 and June 4, 2022, VinFast Auto and Vingroup JSC entered into Subscription Agreements with certain investors pursuant to which, Vingroup JSC issued to such investors, and such investors subscribed for, USD525,000,000 aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘First Closing Bonds’) and USD100,000,000 aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘Second Closing Bonds’), respectively. Both First Closing Bonds and Second Closing Bonds are referred to as the ‘Vingroup EB’. Under the terms and conditions of the Vingroup EB, each bondholder has a right to exchange its Vingroup EB for shares in VinFast Vietnam.

Concurrent with the entry into the Vingroup EB, VinFast Auto entered into a Deed Poll, pursuant to which VinFast Auto agreed to issue to holders of the Vingroup EB ordinary shares in VinFast Auto in exchange for the transfer of Vingroup EB to VinFast Auto.

Under the terms of the Vingroup EB, Vingroup JSC shall use the proceeds from the issuance of the Vingroup EB (net of fees and expenses incurred in connection with such issuance) to contribute capital into VinFast Vietnam.

In May and June 2022, VinFast Vietnam issued Dividend Preferred Shares (“DPS”) amounting to VND11,745.7 billion and VND2,249.6 billion to Vingroup JSC, respectively. The DPS are non-voting, non-redeemable and entitled to dividend at specified rates. The DPS shall be converted automatically into ordinary shares of VinFast Vietnam at the earlier of the transfer of such DPS from Vingroup JSC to VinFast Auto and the date falling five years and three months after the issuance date of such DPS.

F-145

[Page intentionally left blank for graphics]

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 172 of the Singapore Companies Act, any provision (whether in the constitution, a contract with the company or otherwise) that purports to exempt or provides an indemnity for the officers of a company (including directors) against any liability that would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. However, a company is not prohibited from (a) in the case of providing an indemnity (to any extent) for an officer of a company (including directors) against any liability that would otherwise attach to them in connection with any negligence, default, breach of duty or breach of trust in relation to the company, purchasing and maintaining for any such individual insurance against any such liability or (b) indemnifying the individual against liability incurred by him or her to a person other than the company except when the indemnity is against any liability (i) of the individual to pay a fine in criminal proceedings, (ii) of the individual to pay a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirements of a regulatory nature (howsoever arising), (iii) incurred by the individual in defending criminal proceedings in which he or she is convicted, (iv) incurred by the individual in defending civil proceedings brought by the company or a related company in which judgment is given against him or her, or (v) incurred by the individual in connection with an application for relief under Section 76A(13) or Section 391 of the Singapore Companies Act in which the court refuses to grant him or her relief.

Subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting us, our constitution provides that each of our directors and other officers and those of our subsidiaries and affiliates shall be entitled to be indemnified by us against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto.

Subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting us, our constitution provides that each of our directors and other officers shall be entitled to be indemnified by us against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto. None of our directors or officers shall be liable for any acts, omissions, neglects, defaults or other conduct of any other director or officer, and to the extent permitted by Singapore law, we shall contribute to the amount paid or payable by a director or officer in such proportion as is appropriate to reflect the relative fault of such director or officer, taking into consideration any other relevant equitable considerations, including acts of other directors or officers and us, and the relative fault of such parties in respect thereof.

In addition, subject to the Singapore Companies Act and every other Singapore statute for the time being in force and affecting us, no director (including managing director) or other officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense incurred by us, through the insufficiency or deficiency of title to any property acquired by order of the directors for us or for the insufficiency or deficiency of any security upon which any of our moneys are invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or any other loss, damage or misfortune which happens in the execution of his or her duties, unless the same happened through his or her own negligence, default, breach of duty or breach of trust.

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otherwise have breached his or her trust or fiduciary duties to our company or to be in default thereof, or where the Singapore courts have declined to grant relief. These indemnification rights shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our constitution, agreement, vote of shareholders or disinterested directors or otherwise.

The form of underwriting agreement to be filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 7.

RECENT SALES OF UNREGISTERED SECURITIES.

In the past three years, we have issued the following securities (including options to acquire our ordinary shares and restricted share units). We believe that each of the following issuances was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering or in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.


Securities/Purchaser	Date of Issuance		Number of Securities		Consideration
Ordinary Shares
Vingroup Joint Stock Company		December 16, 2022		560,385	$	6,970,650
Vietnam Investment Group Joint Stock Company		December 16, 2022		364,124	$	4,529,350
Asian Star Trading & Investment Pte. Ltd.		December 16, 2022		163,149	$	2,029,413
Asian Star Trading & Investment Pte. Ltd.		December 6, 2021		3,617,648	$	3,617,648
Vingroup Joint Stock Company		March 12, 2021		11,418,432	$	11,418,432
Vietnam Investment Group Joint Stock Company		March 12, 2021		9,081,568	$	9,081,568

ITEM 8.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)

Exhibits

See Exhibit Index beginning on page II-3 of this registration statement.

(b)

Financial Statement Schedules

All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

ITEM 9.

UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Exhibit Index


Exhibit Number		Description of Document

1.1^*		Form of Underwriting Agreement

3.1^†		Form of Constitution of the Registrant (effective upon the closing of this offering)

4.1		Registrant’s Specimen Certificate for Ordinary Shares

5.1^*		Opinion of Rajah & Tann Singapore LLP regarding the validity of the ordinary shares being registered

10.1^†		Form of Indemnification Agreement between the Registrant and its directors and executive officers

10.2^*		Form of Registration Rights Agreement between the Registrant and the shareholders listed therein

10.3^†#		In-Principal Asset Sale Agreement, dated December 30, 2021, between VinES Energy Solution Joint Stock Company and VinFast Vietnam

10.4^†#		Amendment and Supplement to the In-Principal Asset Sale Agreement, dated March 25, 2022, between VinES and VinFast Vietnam

10.5^†#		Amendment and Supplement No. 2 to the In-Principal Asset Sale Agreement, dated May 15, 2022, between VinES and VinFast Vietnam

10.6^†#		Battery Sale and Purchase Framework Agreement, dated September 23, 2022, between VinES and VinFast Vietnam

10.7^†#		Consultancy Service Agreement, dated September 23, 2022, between VinES and VinFast Vietnam

10.8^†#		In-principle Agreement for Purchase of Goods, dated October 29, 2022, between VinES and VinFast Vietnam

10.9^†#		Factory Lease Agreement, dated February 24, 2022, between Vinhomes Industrial Zone Investment Joint Stock Company and VinFast Trading and Production Joint Stock Company

10.10^†#		Amendment to the Factory Lease Agreement, dated February 28, 2022, between VHIZ JSC and VinFast Vietnam

10.11^†#		Amendment No. 2 to the Factory Lease Agreement, dated March 29, 2022, between Vinhomes and VinFast Vietnam

10.12		Financial Support Letter, dated February 21, 2023, by and between Vingroup and VinFast

10.13^†#		Deed Poll, dated April 29, 2022, relating to Vingroup’s fixed rate exchangeable bonds due 2027

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Exhibit Number		Description of Document

10.14^†#		Trust Deed, dated April 29, 2022, by and between Vingroup and The Hongkong and Shanghai Banking Corporation Limited in relation to $525,000,000 fixed rate exchangeable bonds due 2027

10.15^†#		Supplemental Trust Deed, dated June 4, 2022, by and between Vingroup and The Hongkong and Shanghai Banking Corporation Limited in relation to $100,000,000 fixed rate exchangeable bonds due 2027 (to be consolidated and form a single series with the $525,000,000 fixed rate exchangeable bonds due 2027)

10.16^†		Site Development Agreement, dated July 1, 2022, by and between the North Carolina Department of Commerce, VinFast Manufacturing US, LLC and Vingroup

10.17^†		Option to Purchase Real Estate, dated November 8, 2022, by and between North Carolina Department of Commerce and VinFast Manufacturing US, LLC

10.18^†		Community Economic Development Agreement, dated March 29, 2022, by and between the Economic Investment Committee of the State of North Carolina, VinFast Manufacturing US, LLC, VinFast Vietnam, VinFast Trading & Investment Pte. Ltd. and VinES

10.19^*		VinFast Incentive Award Plan

10.20^#		Form of Employment Agreement for Executive Officers

21.1^†		List of Subsidiaries of the Registrant

23.1		Consent of Ernst & Young Vietnam Limited, an independent registered public accounting firm

23.2^*		Consent of Rajah & Tann Singapore LLP (included in Exhibit 5.1)

23.3^†		Consent of Frost & Sullivan

24.1^†		Powers of Attorney

107^†		Filing Fee Table

^#	Confidential portions of the exhibit have been omitted.

^†	Previously filed.

^*	To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on March 9, 2023.


VINFAST AUTO LTD.

By:		/s/ Le Thi Thu Thuy
		Name: Le Thi Thu Thuy
		Title: Managing Director and Global CEO

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on March 9, 2023.


Signature		Title

* Name: Pham Nhat Vuong		Chairman and Director

/s/ Le Thi Thu Thuy Name: Le Thi Thu Thuy		Managing Director and Global CEO (principal executive officer)

/s/ David Mansfield Name: David Mansfield		Chief Financial Officer (principal financial officer and principal accounting officer)

* Name: Ngan Wan Sing Winston		Director

* Name: Ling Chung Yee, Roy		Director

* Name: Pham Nguyen Anh Thu		Director

* Name: Nguyen Thi Van Trinh		Director

*By:

/s/ Le Thi Thu Thuy

Name:

Le Thi Thu Thuy

Attorney-in-Fact

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the U.S. of VinFast Auto Ltd., has signed this registration statement or amendment thereto in New York, New York on March 9, 2023.


AUTHORIZED U.S. REPRESENTATIVE

Cogency Global Inc.

By:		/s/ Colleen A. De Vries
		Name: Colleen A. De Vries
		Title: Senior Vice President

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