VinFast Auto Ltd. - Annual Report 2023

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

( Amendment No. 1 )

(Mark One)

◻ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

◻ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: ___

Commission File Number: 001-41782

VinFast Auto Ltd.

(Exact name of Registrant as specified in its charter)

Not applicable	—	Singapore
(Translation of Registrant’s name into English)		(Jurisdiction of incorporation or organization)

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City , Viet nam

(Address of principal executive offices)

Le Thi Thu Thuy

Dinh Vu – Cat Hai Economic Zone

Cat Hai Islands, Cat Hai Town, Cat Hai District

Hai Phong City , Viet nam

+ 84 225 3969999

[email protected]

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Ordinary shares, no par value	VFS	The NASDAQ Stock Market LLC
Warrants, each exercisable for one ordinary share at an exercise price of $11.50 per ordinary share	VFSWW	The NASDAQ Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Title of each class		Outstanding as of December 31, 2023
Ordinary shares		2,337,788,498 ordinary shares
Warrants		3,321,002 warrants

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer	☒

		Emerging growth company	☒

I f 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 13(a) of the Exchange 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.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the e ﬀ ectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive o ﬃ cers during the relevant recovery period pursuant to §240.10D-1(b). ☒

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒ International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

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	Page
EXPLANATORY NOTE	1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	3
PART I	5
ITEM 3. KEY INFORMATION	5
ITEM 4. INFORMATION ON THE COMPANY	9
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	11
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	22
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	22
ITEM 8. FINANCIAL INFORMATION	23
PART II	24
ITEM 15. CONTROLS AND PROCEDURES	24
PART III	26
ITEM 17. FINANCIAL STATEMENTS	26
ITEM 18. FINANCIAL STATEMENTS	26
ITEM 19. EXHIBITS	26
EXHIBIT INDEX	26
SIGNATURES	29

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EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment”) to the Annual Report on Form 20-F for the year ended December 31, 2023, originally filed with the Securities and Exchange Commission on April 25, 2024 (the “Original Form 20-F”) is being by filed by VinFast Auto Ltd. (“VinFast,” the “Company,” the “Group,” “we,” “us,” “our”) to restate certain information in our previously-reported consolidated financial statements as of December 31, 2023 and for the year ended December 31, 2023 contained in the Original Form 20-F (the “Prior Financial Statements” and the “Restated Financial Statements”, respectively) and to make certain other changes to reflect the Restated Financial Statements, the effects of the Restated Financial Statements and related matters. References to “this Annual Report” are to the Original Form 20-F as amended by this Amendment.

Investors and other readers should rely only on the financial information and other related disclosures regarding the fiscal year ended December 31, 2023 in this Annual Report and should not rely on any previously issued or filed reports, press releases, presentations or similar communications containing financial information and other related disclosures regarding the same reporting period.

Restatement Background

The Restated Financial Statements correct accounting errors relating to recognition of revenue from the sale of electric vehicles (“EVs”), details of which are presented below.

Our sale of 454 EVs and 2,192 e-scooters to our affiliate, GSM Green and Smart Mobility Joint Stock Company (“GSM”), were invoiced and recorded as revenue in fiscal year 2023. However, a regular internal review identified that the dispatching of these EVs and e-scooters for delivery began in early 2024, thus, these sales should not have been recognized as revenue in 2023. Therefore, we corrected this error by adjusting the corresponding revenue, amount due to a related party, other receivables, cost of sale, inventories, accrual for sale transaction, warranty provided and the related impact of provision for inventories;
We sold 205 EVs to an unrelated third party in Vietnam in 2023 and recognized revenue from those sales for fiscal year 2023. A regular internal review identified that a majority of these EVs were returned to us in February 2024 for a software update. Under these circumstances, the risks and control of those vehicles had not been fully transferred to the customer in 2023 and revenue for these sales should not have been recorded in fiscal year 2023. Therefore, we corrected this error by adjusting the corresponding revenue, advance from customer, other receivables, cost of sale, inventories, accrual for sale transaction, warranty provided and the related impact of provision for inventories; and
In June 2023, we announced an additional after-sales policy that provides eligible customers with cash or service vouchers if their vehicles experience a technical issue that requires servicing. The policy is available to customers in all markets, with the level of support varying across regions and depending on the type of issue. We recognized expenses in relation to vehicles sold prior to the effectiveness of this policy in selling and distribution costs in fiscal year 2023 rather than as a reduction to revenue. As the after-sales expenses policy is tied to previously recognized revenue and current customer agreements, the support provided is consideration payable to a customer and should have been recorded as a reduction to revenue during fiscal year 2023. Accordingly, we corrected this error by decreasing selling and distribution costs and revenue by the same amount.

Refer to Note 2.2 (Restatement of the Financial Statements) to the Restated Financial Statements beginning on page F-1 of this Annual Report for additional information.

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Restatement-Related Amendments to Form 20-F

The Restated Financial Statements are attached hereto beginning on page F-1 of this Annual Report. Other sections impacted by the Restated Financial Statements are:

● Part I, Item 3D. Risk Factors

● Part I, Item 4. Information on the Company

● Part I, Item 5. Operating and Financial Review and Prospects

● Part I, Item 6. Directors, Senior Management and Employees

● Part I, Item 7. Major Shareholders and Related Party Transactions

● Part I, Item 8. Financial Information

● Part II, Item 15. Controls and Procedures

● Part III, Item 17. Financial Statements

● Part III, Item 18. Financial Statements

● Part III, Item 19. Exhibits

Except as expressly noted, this Amendment does not modify or update in any way the disclosures in or exhibits to the Original Form 20-F; nor does it reflect events occurring after the Original Form 20-F. Accordingly, this Amendment should be read in conjunction with the Original Form 20-F.

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CERTAIN DEFINITIONS AND CONVENTIONS

Except as otherwise stated herein, capitalized terms used but not defined in this Amendment shall have the meanings ascribed to such terms in the Original Form 20-F.

Beginning with this Amendment, we present the number of vehicles delivered during a period calculated based on the number of vehicles for which we recognized vehicle sales revenue during such period. Prior to this Amendment, including in the Original Form 20-F, the number of vehicles delivered during a period reflected the number of vehicles for which invoices were issued during such period. Accordingly, previously-announced vehicle delivery figures, including those contained in the Original Form 20-F, are not comparable to vehicle delivery figures in this Amendment and any future announcements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Amendment contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Amendment, including, without limitations, statements regarding our expectations concerning our future financial position, business strategy, productivity, plans and goals for future operational improvements and capital investments, operational performance, and future market conditions or economic performance and developments in the capital and credit markets, as well as any information concerning possible or assumed future results of operations of our Company as set forth in the sections of this Annual Report, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as, including but not limited to, “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions.

Our audited financial statements as of and for the years ended December 31, 2021, 2022 and 2023 included in this Annual Report relate only to the historical financial information of our Company. It does not extend to the forward-looking information and should not be read as if it does.

Forward-looking statements involve risks, uncertainties, and assumptions. Actual results or events may differ materially from those projected or implied in those forward-looking statements. Important factors that could cause such differences include, among others, the following:

● We have concluded that the Prior Financial Statements should not be relied upon and have restated such financial statements, which could expose us to additional risks that could have a negative effect on us.

● Any failure to maintain an effective system of internal control over financial reporting in the future and any failure to accurately and timely report our financial condition, results of operations, or cash flows could adversely affect investor confidence and our financial position;

● We have identified material weaknesses in our internal control over financial reporting and any ineffective remediation of such material weaknesses, any additional material weaknesses in the future or failure to develop and maintain effective internal control over financial reporting could impair our ability to produce timely and accurate financial statements and comply with applicable laws and regulations;

● We are a growth stage company with a history of losses, negative cash flows from operating activities, and negative working capital. We expect to require additional capital, which we expect to fund through debt and equity financing, and such capital may not be available on commercially reasonable terms or at all;

● We have received financial support from Mr. Pham and our Vingroup affiliates, and we maintain business relationships with our Vingroup affiliates. Adverse business conditions or developments affecting our Vingroup affiliates could have an adverse effect on our business and results of operations. Due to our close association with Mr. Pham and our Vingroup affiliates, we could also be impacted by matters affecting their reputation, including litigation, regulatory or other matters;

● Our ability to control the costs associated with our operations;

● A significant portion of our EV deliveries to date has been to one of our affiliates;

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● Our corporate actions that require shareholders’ approval will be substantially controlled by our controlling shareholders, which may prevent you and other shareholders from influencing significant decisions;

● We are a recent entrant in the EV industry and face risks in the marketing and sale of our products in international markets where we only recently began delivering EVs and in introducing new products and services;

● Our brand, reputation, 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;

● The implementation of our business plans and growth strategy, which includes our establishment of manufacturing facilities outside of Vietnam and our expansion of our production capacity within Vietnam, may be subject to delays or cost overruns and may not result in the growth of our business as planned;

● Our ability to successfully compete in the highly competitive automotive industry;

● We obtain component parts and raw materials from third-party supplies, and any failure on the part of the suppliers to deliver such supplies according to our schedule and at prices, quality and volumes acceptable to us, could materially and adversely affect our business, results of operations, and financial condition;

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

● Inadequate access to EV charging stations or related infrastructure;

● The unavailability, reduction or elimination of government and economic incentives or government policies which are favorable for EV manufacturers and buyers; and

● Other factors discussed under the section titled “Risk Factors” in this Annual Report.

The foregoing list of factors is not exhaustive. You are cautioned against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date of the Original Form 20-F or this Amendment, as the case may be. We do not undertake any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs. In the event that any forward-looking statement is updated, no inference should be made that we will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in our public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.

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PART I

ITEM 3. KEY INFORMATION

D. Risk factors

You should carefully consider all of the information set forth in this section and elsewhere in this Annual Report and in the other documents we file with or furnish to the SEC before deciding to invest in or to maintain an investment in our securities. Our business, financial condition or results of operations could be materially and/or adversely affected by any of these risks, any of which could have an adverse effect on the trading price of our securities. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations.

Summary of Risk Factors

Our business is subject to a number of risks and uncertainties, including those described in Item 3.D. of the Original Form 20-F. If any of those risks are realized, our business, financial condition and results of operations could be materially and adversely affected. Set forth below is a summary of the risks which were impacted by the Restated Financial Statements:

● A significant portion of our EV deliveries to date has been to one of our affiliates.

Risks Relating to the Restatement of the Prior Financial Statements

We have concluded that the Prior Financial Statements should no longer be relied upon and have restated such financial statements.

As explained in the Explanatory Note to this Amendment and in Note 2.2 (Restatement of the Financial Statements) to the Restated Financial Statements included elsewhere in this Amendment, we have concluded that the Prior Financial Statements should no longer be relied upon and issued the Restated Financial Statements to correct certain accounting errors. We do not rule out the possibility of any lawsuits being commenced against us and our officers and directors based in part or whole on allegations related to the restatement of the Prior Financial Statements. In such cases, we shall devote attention and resources to the defense, and we cannot predict when or how the litigation will be resolved or estimate what the potential loss or range of loss would be, if any. In addition, the restatement and related matters could impact our reputation.

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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.

The Sarbanes-Oxley Act of 2002 (the “SOX 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 SOX 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 the consummation of the Business Combination, 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 Jumpstart Our Business Startup (“JOBS”) Act of 2012. See “— Risks Relating to Ownership of Our Securities — We are an emerging growth company within the meaning of the Securities Act of 1933, as amended, and we may take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. ” in the Original Form 20-F. 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 Section 404 of the SOX Act. 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 are listed, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

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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.

Although we are not yet subject to the certification or attestation requirements of Section 404 of the SOX Act, in connection with the audit of our consolidated financial statements as of December 31, 2023 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 the SEC rules to prepare consolidated financial statements and related disclosures completely and accurately. We believe that these material weaknesses in our internal control contributed to the accounting errors giving rise to the restatement of our consolidated financial statements as of December 31, 2023, and for the year ended December 31, 2023. Those accounting errors are related, among others, to the accounting for bill-and-hold transactions under ASC 606, including, but not limited to, the identification, evaluation, documentation, and disclosure of an appropriate accounting policy for bill-and-hold transactions under ASC 606 and the identification and evaluation of a change in agreement terms that should have resulted in a change in our accounting and disclosure for bill-and-hold transactions.

We have adopted a remediation plan to address the material weaknesses identified above. See “ Item 15. Controls and Procedures — Remediation Plan ” 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. Our remediation plan is being implemented on an ongoing basis over an extended period of time. During the course of remediating the material weaknesses identified above, as disclosed elsewhere in this Amendment, we identified certain accounting errors that required us to restate the Prior Financial Statements. There can be no assurance that additional inaccuracies or errors will not be identified or will not occur while the remainder of our remediation plan is implemented.

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 SOX Act, beginning with our second annual report after the consummation of the Business Combination.

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Risks Relating to Our Relationship with Vingroup

We have received financial support from Mr. Pham and our Vingroup affiliates, and we maintain business relationships with our Vingroup affiliates. Adverse business conditions or developments affecting our Vingroup affiliates could have an adverse effect on our business and results of operations. Due to our close association with Mr. Pham and our Vingroup affiliates, we could also be impacted by matters affecting their reputation, including litigation, regulatory or other matters.

We have received financial support from Mr. Pham and our Vingroup affiliates, including in the form of debt financing, corporate loan guarantees, capital contributions and grants. Between 2017 and March 31, 2024, Vingroup, its affiliates, and external lenders have deployed approximately $12.9 billion to fund our operating expenses and capital expenditures. Our customers include Vingroup affiliates. See also “ ⸺ A significant portion of our EV deliveries to date has been to one of our affiliates. ”

We benefit from various co-marketing programs and cross-promotional activities with Vingroup affiliates. For example, we have distributed VinFast vouchers to Vingroup affiliates through promotional programs and sales, which may be used towards payment for the purchase of our vehicles in Vietnam. In 2023, revenue from sales of EVs to customers applying VinFast vouchers provided by Vinhomes Joint Stock Company (“Vinhomes”) accounted for approximately 14.3% of total revenue from sales of EVs. 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.

We have business relationships with our Vingroup affiliates relating to 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 IP used in our business from Vingroup, including our trade name, our logo, the names of our EVs and e-scooters and the industrial design for our VF 9 model. We also transact with our Vingroup affiliates for 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 acquired VinES in January 2024 from Mr. Pham. Prior to the acquisition, VinES was a key battery pack supplier to us. We also expect to appoint certain affiliates for construction to increase the manufacturing capacity of our facilities.

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We expect to enter into additional transactions with Mr. Pham and our Vingroup affiliates in the future. In March 2024, Vingroup announced that VinFast’s charging station development department will be formed into a new EV charging station company, V-Green, and will be 90% owned by Mr. Pham. V-Green plans to operate and manage all EV charging infrastructure in Vietnam that is currently owned and operated by us. According to the announcement, V-Green will provide EV charging infrastructure and management services to us and assume responsibility for engaging third-party charging station suppliers to establish and expand our charging network in key markets around the world.

If our agreements with our Vingroup affiliates 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 impacted and our results of operations, financial condition and prospects could be materially and adversely affected.

Due to our connection with Vingroup, 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. In addition, we, Vingroup and its affiliates could be adversely impacted by events or reports impacting the industries in which we or Vingroup and its affiliates 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.

A significant portion of our EV deliveries to date has been to one of our affiliates.

In 2023, which was our first full year as a pure-play EV manufacturer, 72.2% of our EV deliveries and 43.8% of our e-scooter deliveries were to our related parties. The majority of these deliveries were to GSM, which is an electric taxi company in Vietnam owned by Mr. Pham. We have signed several vehicle sales agreements with GSM for the sale and delivery of up to 30,000 VinFast EVs and 200,000 VinFast e-scooters in 2023 and 2024. The final quantity of EVs and e-scooters to be sold will be determined by mutual agreement, and the price of each EV may be adjusted if our pricing policy changes. Under these agreements, both parties have the option to terminate the contracts by mutual consent. Additionally, we reserve the right to terminate the agreements if GSM fails to make a payment when due or does not accept vehicle delivery on the agreed date. In addition, in 2023, we reached separate agreements with GSM for the sale and delivery of nearly 20,000 additional EVs. If we do not perform our obligations under these agreements with GSM, GSM will be entitled to terminate such agreements, which could reduce our sales.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

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 sports-utility vehicle (“SUV”)), and the President (E-segment SUV). Since commencing vehicle production in 2019, approximately 86,000 vehicles out of the approximately 126,600 vehicles that we have delivered through the end of 2023 have been ICE vehicles.

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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 were used exclusively in the production of our ICE vehicles and that we determined could not 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, 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 through the assignment of the Share Acquisition P-Note held by VIG to VinFast Vietnam and a payment of VND2.0 trillion to VinFast Vietnam in June 2022 and VND1.1 trillion 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, which was recognized as a deemed contribution arising from the ICE Assets Disposal. Accordingly, as of December 31, 2023, the amount of consideration for the ICE Assets Disposal which remains outstanding is approximately VND1.6 trillion. This amount is required to be paid within 24 months of 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 and 2023 include results of our ICE vehicle manufacturing business because we delivered ICE vehicles during such periods. We retained all servicing, warranty, and other obligations and liabilities related to ICE vehicles that we have produced, and we 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 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.

B. Business Overview

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 a 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 delivered approximately 126,600 vehicles (of which approximately 86,000 were ICE vehicles) and approximately 232,300 e-scooters from inception through December 31, 2023. 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.

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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 Europe Limited (“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, deliveries of the VF 8 began in Vietnam in September 2022 and in the U.S. in March 2023, and deliveries of the VF 9, VF 5 and VF 6 began in Vietnam in March, April and December 2023, respectively. As of December 31, 2023, we sold approximately 40,500 EVs (consisting of approximately 18,500 VF e34s, 12,500 VF 8s, 7,200 VF 5s, other models and e-buses) mostly in Vietnam. In 2023, we sold approximately 33,300 EVs, consisting of approximately 14,500 VF e34s, 9,400 VF 8s, 7,200 VF 5s, other models and e-buses. First deliveries of the VF 6 and VF 7 were made in 2023 and in late March 2024, respectively, and first deliveries of the VF 3 are targeted for late 2024. See “ Item 3. Key Information — D. Risk Factors — Risks Relating to Our Business and Industry — We are a recent entrant in the EV industry. We face challenges associated with the marketing and sale of our EVs in international markets outside of Vietnam. There can be no assurance that we will be able to market new products and services. ” in the Original Form 20-F.

We had net losses of VND32,219.0 billion, VND49,848.9 billion and VND57,429.6 billion ($2,406.3 million) in 2021, 2022 and 2023, respectively, and total debt (which is our short-term and current portion of long-term interest-bearing loans and borrowings, convertible debenture and long-term interest-bearing loans and borrowings, excluding borrowings from related parties) of VND71,255.4 billion ($2,985.6 million) as of December 31, 2023.

Other Products

Outside of our EV platform, we will also continue to produce e-buses and e-scooters.

● E-scooter – Our e-scooter platform has been highly successful in Vietnam, with approximately 232,300 e-scooters delivered from inception through December 31, 2023, including approximately 70,300 e-scooters delivered in 2023. We rolled out our new e-scooter model, Evo200, in Vietnam in September 2022. The scooters are also highly tech-enabled and convenient for riders, with batteries manufactured by VinES. We plan to roll out new e-scooter platforms domestically in Vietnam and in relevant international markets as we continue to scale.

● E-Bus – 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 162 miles on a single charge and is highly environmentally friendly, with zero emissions and little noise pollution. We have delivered approximately 290 e-buses from our inception through December 31, 2023. 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 delivered approximately 126,600 vehicles (including ICE vehicles, VF e34, VF 8, VF 9, VF 5, VF 6 and e-buses) since we started producing passenger cars in 2019 through the end of 2023.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. Operating Results

Overview

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Our comprehensive lineup of EVs, highlighted by the VF 5, VF 6, VF 7, VF 8 and VF 9 models and the forthcoming VF 3 and VF Wild models, 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. See “ Item 3. Key Information — D. Risk Factors — Risks Relating to Our Business and Industry — We are a recent entrant in the EV industry. We face challenges associated with the marketing and sale of our EVs in international markets outside of Vietnam. There can be no assurance that we will be able to market new products and services. ” in the Original Form 20 - F.

Key Components of Results of Operations

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 Annual Report. The results of operations in any period are not necessarily indicative of our future trends.


	For the Year Ended December 31,
	2021		2022		2023
					(Restated)
	(VND in		(VND in		(VND in	(USD in
	billions)	%	billions)	%	billions)	millions)	%
Revenues
Sales of vehicles	13,898.6	86.7	12,391.5	82.8	25,418.2	1,065.0	91.1
Sales of merchandise	1,405.4	8.8	112.2	0.7	142.8	6.0	0.5
Sales of spare parts and components	538.2	3.4	2,072.6	13.8	882.1	37.0	3.2
Rendering of services	96.6	0.6	222.7	1.5	455.4	19.1	1.6
Rental income
Revenue from leasing activities	89.4	0.5	166.5	1.1	1,005.4	42.1	3.6
Revenues	16,028.2	100.0	14,965.6	100.0	27,903.9	1,169.2	100.0
Cost of vehicles sold	(23,327.0)	(145.5)	(24,660.1)	(164.8)	(38,448.5)	(1,611.0)	(137.8)
Cost of merchandise sold	(1,398.3)	(8.7)	(151.4)	(1.0)	(156.0)	(6.5)	(0.6)
Cost of spare parts and components sold	(437.2)	(2.7)	(1,869.1)	(12.5)	(608.6)	(25.5)	(2.2)
Cost of rendering services	(65.4)	(0.4)	(389.6)	(2.6)	(1,049.7)	(44.0)	(3.8)
Cost of leasing activities	(56.1)	(0.4)	(162.3)	(1.1)	(971.2)	(40.7)	(3.5)
Cost of sales	(25,284.0)	(157.7)	(27,232.5)	(182.0)	(41,234.0)	(1,727.7)	(147.8)
Gross loss	(9,255.8)	(57.7)	(12,266.9)	(82.0)	(13,330.1)	(558.5)	(47.8)
Operating expenses:
Research and development costs	(9,255.4)	(57.7)	(19,939.9)	(133.2)	(14,517.0)	(608.3)	(52.0)
Selling and distribution costs	(2,203.8)	(13.7)	(5,213.7)	(34.8)	(5,661.1)	(237.2)	(20.3)
Administrative expenses	(2,424.6)	(15.1)	(4,010.0)	(26.8)	(5,269.8)	(220.8)	(18.9)
Compensation expenses	(4,340.3)	(27.1)	(109.4)	(0.7)	(1,111.3)	(46.6)	(4.0)
Net other operating income/(expenses)	412.5	2.6	(716.4)	(4.8)	(521.8)	(21.9)	(1.9)
Operating loss	(27,067.4)	(168.9)	(42,256.4)	(282.4)	(40,411.1)	(1,693.2)	(144.8)
Finance income	446.1	2.8	88.1	0.6	83.9	3.5	0.3
Finance costs	(4,598.2)	(28.7)	(7,959.8)	(53.2)	(12,133.4)	(508.4)	(43.5)
Net (loss)/gain on financial instruments at fair value through profit or loss	(1,710.0)	(10.7)	1,226.0	8.2	(4,879.8)	(204.5)	(17.5)
Investment gain	956.6	6.0	—	—	—	—	—
Share of losses from equity investees	(36.8)	(0.2)	—	—	—	—	—
Loss before income tax expense	(32,009.7)	(199.7)	(48,902.1)	(326.8)	(57,340.4)	(2,402.6)	(205.5)
Tax expense	(209.2)	(1.3)	(946.7)	(6.3)	(89.1)	(3.7)	(0.3)
Net loss for the year	(32,219.0)	(201.0)	(49,848.9)	(333.1)	(57,429.6)	(2,406.3)	(205.8)

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Comparison for the Years Ended December 31, 2022 and 2023 (Restated)

Revenues

Our revenues increased by VND12,938.3 billion, or 86.5%, to VND27,903.9 billion ($1,169.2 million) for the year ended December 31, 2023 compared to VND14,965.6 billion for the year ended December 31, 2022, primarily due to an increase in revenue from sales of vehicles, partially offset by a decrease in revenue from sales of spare parts and components.

● Sales of vehicles. Our revenue from sales of vehicles increased by VND13,026.7 billion, or 105.1%, to VND25,418.2 billion ($1,065.0 million) for the year ended December 31, 2023 compared to VND12,391.5 billion for the year ended December 31, 2022, primarily due to an increase in vehicle sales volume and a shift in product mix away from ICE vehicles to EVs due to our phasing out of production of ICE vehicles in furtherance of our plan to fully transform into a pure EV player. In 2022, we sold approximately 16,800 ICE vehicles while in 2023, only approximately 200 were ICE vehicles. In 2022, we did not generate revenue from VF 9, VF 5 and VF 6 sales because we commenced delivery of these models in Vietnam in March, April and December 2023, respectively. The evolving product mix from 2022 to 2023 contributed to a higher average selling price. E-scooter sales volume also increased from 2022 to 2023, primarily due to increased sales of the Feliz and Evo e-scooter models. All of our sales in 2022 and the majority of our vehicle sales in 2023 were in Vietnam. In 2023, we also generated revenue from sales of the VF 8 in the North America market, which represented the beginning of our international rollout. Although the number of EVs that we sold to unrelated third parties increased from 2022 to 2023, our percentage of revenue from sales of vehicles to related parties increased from approximately 7.0% in 2022 to approximately 75.0% in 2023 primarily due to strong demand from Vingroup affiliates, in particular GSM, which placed large orders for EVs and e-scooters in order to build its fleet for its newly-launched taxi business.

● Sales of merchandise. Our revenue from sales of merchandise increased by VND30.6 billion, or 27.3%, to VND142.8 billion ($6.0 million) for the year ended December 31, 2023 compared to VND112.2 billion for the year ended December 31, 2022, primarily due to an increase in used automobiles sales volume in the last months of 2023.

● Sales of spare parts and components. Our revenue from sales of spare parts and components decreased by VND1,190.5 billion, or 57.4%, to VND882.1 billion ($37.0 million) for the year ended December 31, 2023 compared to VND2,072.6 billion for the year ended December 31, 2022, primarily due to a decrease in the volume of spare parts and components sold as we ceased selling finished car batteries to VinES from the second quarter of 2022. In the first quarter of 2022, we sold all of the installed batteries to VinES, who in turn leased the batteries in our EVs to VF e34 and VF 8 customers under a battery subscription program. The battery subscription program was available until October 31, 2022 through VinES for the EVs that we sold in Vietnam.

● Rendering of services. Our revenue from the rendering of services increased by VND232.6 billion, or 104.4%, to VND455.4 billion ($19.1 million) for the year ended December 31, 2023 compared to VND222.7 billion for the year ended December 31, 2022, mainly due to an increase in charging services and maintenance services provided at our service centers.

● Revenue from leasing activities . Our revenue from leasing activities increased by VND838.9 billion, or 503.7%, to VND1,005.4 billion ($42.1 million) for the year ended December 31, 2023 compared to VND166.5 billion for the year ended December 31, 2022, primarily due 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 batteries on lease in both operating and sale-type leases. This increase was 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 “ Item 7. Major Shareholders and Related Party Transactions ⸺ B. Related Party Transactions ⸺ Transactions with Vingroup Affiliates ⸺ Asset Transfers to VHIZ JSC ” in the Original Form 20 - F.

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Cost of sales

Our cost of sales increased by VND14,001.5 billion, or 51.4%, to VND41,234.0 billion ($1,727.7 million) for the year ended December 31, 2023 compared to VND27,232.5 billion for the year ended December 31, 2022, primarily due to an increase in the cost of vehicles and merchandise sold, leasing activities and rendering services, partially offset by a decrease in the costs of spare parts and components sold.

● Cost of vehicles sold. Our cost of vehicles sold increased by VND13,788.4 billion, or 55.9%, to VND38,448.5 billion ($1,611.0 million) for the year ended December 31, 2023 compared to VND24,660.1 billion for the year ended December 31, 2022, primarily due to an increase in the delivery of our EVs to 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 since we fully transitioned into an EV-only manufacturer.

● Cost of merchandise sold. Our cost of merchandise sold increased by VND4.6 billion, or 3.0%, to VND156.0 billion ($6.5 million) for the year ended December 31, 2023 compared to VND151.4 billion for the year ended December 31, 2022, primarily due to an increase in the sales volume of used automobiles in 2023.

● Cost of spare parts and components sold. Our cost of spare parts and components sold decreased by VND1,260.5 billion, or 67.4%, to VND608.6 billion ($25.5 million) for the year ended December 31, 2023 compared to VND1,869.1 billion for the year ended December 31, 2022, primarily due to a decrease in the volume of battery components and finished batteries sold to VinES.

● Cost of rendering services. Our cost of rendering services increased by VND660.1 billion, or 169.4%, to VND1,049.7 billion ($44.0 million) for the year ended December 31, 2023 compared to VND389.6 billion for the year ended December 31, 2022, primarily due to an increase in charging services provided at our service centers.

● Cost of leasing activities. Our cost of leasing activities increased by VND808.9 billion, or 498.5%, to VND971.2 billion ($40.7 million) for the year ended December 31, 2023 compared to VND162.3 billion for the year ended December 31, 2022, primarily due to an increase in the cost of leasing cars, EV batteries and e-scooter batteries. See “ Item 7. Major Shareholders and Related Party Transactions ⸺ B. Related Party Transactions ⸺ Transactions with Vingroup Affiliates ⸺ Asset Transfers to VHIZ JSC ” in the Original Form 20 - F.

Gross loss

For the reasons described above, our gross loss increased by VND1,063.2 billion, or 8.7%, to VND13,330.1 billion ($558.5 million) for the year ended December 31, 2023 compared to VND12,266.9 billion for the year ended December 31, 2022.

Research and development costs

Our R&D costs decreased by VND5,422.9 billion, or 27.2%, to VND14,517.0 billion ($608.3 million) for the year ended December 31, 2023 compared to VND19,939.9 billion for the year ended December 31, 2022. The decrease was primarily due to a decrease in R&D costs paid to external suppliers (including taxes on expenses paid out to suppliers) and other costs relating to our R&D activities for EVs as we transitioned from the R&D phase for three of our EV models — the VF 9, VF 5 and VF 6 models — and commenced their commercial production in 2023.

Selling and distribution costs

Our selling and distribution costs increased by VND447.4 billion, or 8.6%, to VND5,661.1 billion ($237.2 million) for the year ended December 31, 2023 compared to VND5,213.7 billion for the year ended December 31, 2022. The increase was primarily due to the increase in labor costs and rental costs, which are primarily attributable to our efforts to scale our sales operations in the U.S., Europe and Canada, including the opening of new showrooms, partially offset by a decrease in the recognition of extended warranty expenses for ICE vehicles in line with our cessation of ICE vehicle production in 2023.

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Administrative expenses

Our administrative expenses increased by VND1,259.8 billion, or 31.4%, to VND5,269.8 billion ($220.8 million) for the year ended December 31, 2023 compared to VND4,010.0 billion for the year ended December 31, 2022. The increase was primarily due to an increase in labor costs resulting from the expansion of administrative operations within our subsidiaries, external service costs relating to consulting fees for our listing and other costs.

Compensation expenses

Our compensation expenses increased by VND1,001.9 billion, or 915.5%, to VND1,111.3 billion ($46.6 million) for the year ended December 31, 2023 compared to VND109.4 billion for the year ended December 31, 2022. The increase was mainly due to our recognition of estimated charges from suppliers as a result of the cessation of production or development of certain e-scooter and EV models in 2023, which we have discontinued as part of our ongoing efforts to optimize our product portfolio.

Net other operating income/(expenses)

For the year ended December 31, 2023, our net other operating expenses decreased by VND194.6 billion ($8.2 million), or 27.2%, to VND521.8 billion ($21.9 million) compared to VND716.4 billion for the year ended December 31, 2022. This decrease in net other operating expenses was primarily due to a decline in foreign exchange losses.

Operating loss

For the reasons described above, our operating loss decreased by VND1,845.3 billion, or 4.4%, to VND40,411.1 billion ($1,693.2 million) for the year ended December 31, 2023 compared to VND42,256.4 billion for the year ended December 31, 2022.

Finance income

Our finance income decreased marginally by VND4.2 billion, or 4.8%, to VND83.9 billion ($3.5 million)for the year ended December 31, 2023 compared to VND88.1 billion for the year ended December 31, 2022.

Finance costs

Our finance costs increased by VND4,173.6 billion, or 52.4%, to VND12,133.4 billion ($508.4 million) for the year ended December 31, 2023 compared to VND7,959.8 billion for the year ended December 31, 2022. This increase was primarily due to an increase in our interest-bearing loans and borrowings from banks and related parties and an increase in interest rates.

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

We had net loss on financial instruments at fair value through profit or loss of VND4,879.8 billion ($204.5 million) for the year ended December 31, 2023 compared to net gain on financial instruments at fair value through profit or loss of VND1,226.0 billion for the year ended December 31, 2022. This net loss 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 liability in respect of Dividend Preferred Shares issued by VinFast Vietnam and our warrants.

Tax expense

Our tax expenses decreased by VND857.6 billion, or 90.6%, to VND89.1 billion ($3.7 million) for the year ended December 31, 2023 compared to VND946.7 billion for the year ended December 31, 2022. Tax expenses in 2022 were primarily contributed by recognition of deferred tax liabilities in connection with our lease back of our automobile manufacturing plant and the related infrastructure transferred to VHIZ JSC. Tax expenses in 2023 comprise current income tax expenses of our subsidiaries in relation to the government grant received in connection with the development of our North Carolina manufacturing center and deferred tax income in relation to realization of deferred tax liabilities from lease back transaction with VHIZ.

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Net loss for the year

For the reasons described above, our net loss for the year increased by VND7,580.7 billion, or 15.2%, to VND57,429.6 billion ($2,406.3 million) for the year ended December 31, 2023 compared to VND49,848.9 billion for the year ended December 31, 2022.

B. 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.

We had net losses of VND32,219.0 billion, VND49,848.9 billion and VND57,429.6 billion ($2,406.3 million) in 2021, 2022 and 2023, respectively. We had net cash flows used in operating activities of VND28,969.1 billion, VND35,628.4 billion and VND53,649.4 billion ($2,247.9 million), in 2021, 2022 and 2023, respectively. VinFast expects to continue to incur operating and net losses in the near term as it scales the production of its VF e34 (C-segment), VF 5 (A-segment), VF 6 (B-segment), VF 7 (C-segment), VF 8 (D-segment), VF 9 (E-segment) and VF 3 (mini cars segment) vehicles, establish its manufacturing operations and expand its marketing, sales and service network in its target markets outside of Vietnam. In addition, we had total current liabilities of VND66,225.2 billion and VND138,788.0 billion ($5,815.3 million) and accumulated losses of VND127,188.5 billion and VND184,546.0 billion ($7,732.6 million) as of December 31, 2022 and 2023, respectively. As of December 31, 2022 and 2023, we had cash and cash equivalents of VND4,271.4 billion and VND 4,002.3 billion ($167.7 million), respectively. 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.

Since our inception, we have financed our operations primarily through debt and equity financing activities and grants, including support from our parent company, Vingroup, and Mr. Pham, in the form of borrowings, corporate loan guarantees, capital contributions and grants.

As of March 31, 2024, approximately $12.9 billion has been deployed to fund operating expenses and capital expenditures of VinFast since 2017 by Vingroup, its affiliates and external lenders. In addition, we have entered into the Capital Funding Agreement (as defined herein) with Mr. Pham and the Initial Shareholders that provides a framework for us to receive up to VND60,000.0 billion (approximately $2.5 billion), consisting of VND24,000.0 billion (approximately $1.0 billion) in grants from Mr. Pham, directly or through Asian Star and VIG, as well as up to VND24,000 billion (approximately $1.0 billion) in loans and up to VND12,000.0 billion ($502.8 million) in grants from Vingroup by April 26, 2024, in amounts to be mutually agreed, at such time as required by us and subject to Mr. Pham and the Initial Shareholders having sufficient financial resources. For more information, see “ Item 7. Major Shareholders and Related Party Transactions ⸺ B. Related Party Transactions — Transactions with Vingroup Affiliates — Capital Funding Agreement ” in the Original Form 20 - F.

Our primary requirements for liquidity are to finance working capital, capital expenditures and general corporate purposes.

Our capital expenditures (which are our purchases of property, plant and equipment and intangible assets, including deposit paid under construction contracts) paid during the years ended December 31, 2021, 2022 and 2023 were VND6,007.9 billion, VND17,681.7 billion and VND24,953.3 billion ($1,045.6 million), respectively. 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. In 2023, 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, 2023, we had committed capital expenditures of VND10,021.5 billion ($419.9 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.

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We estimate that our capital expenditures for 2024 will be between $1.0 billion and $1.5 billion, primarily consisting of expenditures for product development and design, aftersales infrastructure and the development of our planned and current manufacturing centers in North Carolina, Indonesia, India and Vietnam. Our capital expenditures program includes discretionary spending that we can adjust in response to changes in our business plans and strategy, changes in our business environment and other external factors. We expect to finance these expenditures through a combination of debt and equity financing, which may include such financing from our major shareholders and affiliates.

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. As of December 31, 2023, our capital expenditures for the development of this manufacturing center were approximately $185.2 million (including capitalized interest). Our investments in the center to date have been financed through shareholder loans. We estimate that our total investment to develop our North Carolina manufacturing center will be approximately $1.4 billion. Such an estimate remains subject to market opportunities, demand and availability of financing. Thereafter, we intend to continue to invest in the development of this manufacturing center. 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.

In January 2024, VinFast India, our subsidiary, entered into an MOU with the Tamil Nadu State Government to develop our integrated vehicle manufacturing facility in Thoothukudi, Tamil Nadu. We expect our investments for Phase 1 to be up to $500 million, spanning for the next five years from the year 2024. Such an estimate remains subject to market opportunities, demand and availability of financing. We plan to finance our investments in this facility through shareholder loans, external debt or equity, and government subsidies. We have set an investment target of approximately $150 million to $200 million into Indonesia that we envision applying toward the establishment of a Completely Knocked Down facility, or “CKD facility,” with production capacity of approximately 50,000 cars per year and a target production start date, upon completion of Phase 1, by no later than 2026.

We intend to meet our present cash requirements, including our requirements in respect of working capital, capital expenditures and loan and borrowing obligations, through additional private and public debt and equity financing and expected financial support from Mr. Pham and our other affiliates, including proceeds from any sales of our ordinary shares by Asian Star and VIG pursuant to the First Resale Registration Statement, together with our existing third-party loans and borrowings and cash from operations. We expect to require additional external debt and/or equity financing in the future and intend to access both public and private markets for such financing, including to meet our future debt service obligations, fund our expected growth plans, and complete our manufacturing infrastructure investments, including the construction of our North Carolina, Indonesia and India manufacturing centers. The issuance of additional equity, including under the Yorkville Subscription Agreement and upon conversion of the Convertible Debenture, would result in dilution to our shareholders. See “ Item 3 — D. Risk Factors — Risks Relating to Ownership of Our Ordinary Shares — Sales of a substantial number of our securities in the public market by our existing shareholders could potentially cause the price of our ordinary shares to fall ” in the Original Form 20 - F.

The incurrence of debt financing would result in additional 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 “ Item 3 — D. Risk Factors — Risks Relating to Our Relationship with Vingroup — We have received financial support from Mr. Pham and our Vingroup affiliates, and we maintain business relationships with our Vingroup affiliates. Adverse business conditions or developments affecting our Vingroup affiliates could have an adverse effect on our business and results of operations. Due to our close association with Mr. Pham and our Vingroup affiliates, we could also be impacted by matters affecting their reputation, including litigation, regulatory or other matters. ” and “ Item 3 — D. Risk Factors — Risks Relating to Our Financial Position and Need for Additional Capital — We will require additional capital to support business growth. We expect to fund our capital requirements through, among other things, 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, lead to dilution of your shareholding in our Company. If we cannot raise additional funds on commercially acceptable terms when we need them, our operations and prospects could be negatively affected.” in the Original Form 20 - F. 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.

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As of April 24, 2024, we have received $59.0 million from the exercise of 5,128,987 warrants for cash at an exercise price of $11.50. Assuming that our remaining 3,321,002 warrants are exercised for cash at an exercise price of $11.50, we would receive proceeds of $38,191,523. On April 24, 2024, the last reported sale price of our ordinary shares as reported on Nasdaq was $2.50 per ordinary share, which is below the exercise price of our warrants, which is $11.50 per share. If the price of our ordinary shares remains below $11.50 per ordinary share and holders of our warrants choose not to exercise their warrants for cash, it would result in no cash proceeds to us. We believe that the likelihood that holders of warrants will exercise their warrants depends, in part, on the price of our ordinary shares remaining above the $11.50 exercise price. There is no guarantee the warrants will be in the money at all times prior to their expiration, and as such, the warrants may expire worthless and we may receive no proceeds from the exercise of warrants. We will continue to evaluate the probability of warrant exercises and the merit of including potential cash proceeds from the exercise of the warrants in our future liquidity requirements. If warrants are exercised on a cashless basis in accordance with the terms of the Warrant Agreement, we will not receive any cash from such exercises. We will not receive any proceeds from the resale of the ordinary shares that are to be issued upon such exercise of warrants.

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


	For the Year Ended December 31,
	2021	2022	2023
	VND	VND	VND	USD
	(in billions)	(in billions)	(in billions)	(in millions)
Net cash flows used in operating activities	(28,969.1)	(35,628.4)	(53,649.4)	(2,247.9)
Net cash flows (used in)/from investing activities	2,420.1	(16,038.9)	(23,017.3)	(964.4)
Net cash flows from financing activities	28,855.2	52,945.1	77,420.7	3,244.0
Net increase in cash, cash equivalents and restricted cash	2,306.2	1,277.7	754.0	31.6
Cash, cash equivalents and restricted cash at the end of the year	3,024.9	4,271.4	4,759.1	199.4

Net cash flows used in operating activities

Net cash flows used in operating activities for the year ended December 31, 2023 were VND53,649.4 billion ($2,247.9 million). The difference between our net cash flows used in operating activities and our net loss for the year of VND57,429.6 billion ($2,406.3 million) for the year ended December 31, 2023 was primarily the result of adjustments for the following items: VND8,679.1 billion ($363.7 million) of provision related to compensation expenses, assurance-type warranties and net realizable value of inventories, VND5,849.2 billion ($245.1 million) of depreciation of property, plant and equipment, VND2,833.5 billion ($118.7 million) of change in amortized costs of financial instruments measured at amortized cost, VND4,879.8 billion ($204.5 million) of net losses on financial instruments at fair value through profit or loss and VND1,303.9 billion ($54.6 million) of impairment of goodwill, assets and changes in fair value of held for sale assets. Net cash flows used in operating activities for the year ended December 31, 2023 also reflected a VND22,376.2 billion ($937.6 million) decrease in working capital, primarily attributable to an increase in inventories of VND13,233.7 billion ($554.5 million) mainly due to our reservation of raw materials for EV production in the year 2024, and a VND9,381.1 billion ($393.1 million) decrease in trade payables, deferred revenue and other payables, partially offset by a decrease in trade receivables advance to suppliers, net investment in sales-type lease of VND1,788.9 billion ($75.0 million).

Net cash flows used in operating activities for the year ended December 31, 2022 were VND35,628.4 billion. The difference between our net cash flows used in operating activities and our net loss for the year of VND49,848.9 billion for the year ended December 31, 2022 was primarily the result of adjustments for the following items: VND5,988.5 billion of provision related to compensation expenses, assurance-type warranties and write-downs of inventories, VND3,924.7 billion of depreciation of property, plant and equipment, VND2,341.9 billion of amortization of intangible assets and VND1,999.9 billion 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. Net cash flows used in operating activities for the year ended December 31, 2022 also reflected a VND2,274.1 billion increase in working capital, primarily attributable to an increase in inventories of VND20,241.7 billion 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 arising from an increase in our payables to suppliers of EV supplies and raw materials.

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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 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, 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/from investing activities

Net cash flows used in investing activities for the year ended December 31, 2023 were VND23,017.3 billion ($964.4 million), consisting primarily of purchase of property, plant and equipment, and intangible assets (including deposit paid under construction contracts) of VND24,953.3 billion ($1,045.6 million), which is mainly relating to 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., partially offset by proceeds from the disposal of property, plant and equipment of VND1,003.5 billion ($42.0 million) mainly relating to our disposal of battery production facilities to VinES in 2022 and the collection of loans of VND545.4 billion ($22.9 million) relating to loan receivables from a related party.

Net cash flows used in investing activities for the year ended December 31, 2022 were VND16,038.9 billion, 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, in addition to our repayment under a business investment and cooperation contract (“BICC”) 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, partially offset by proceeds from the disposal of property, plant and equipment of VND1,413.0 billion mainly relating to our disposal of battery production facilities to VinES, and the collection of loans of VND1,034.6 billion 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 from financing activities

Net cash flows from financing activities for the year ended December 31, 2023 were VND77,420.7 billion ($3,244.0 million), consisting of proceeds from borrowings, business cooperation contract and convertible debenture of VND101,315.1 billion ($4,245.2 million), capital contribution from owners/issuance of ordinary shares of VND4,759.3 billion ($199.4 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 VND20,647.8 billion ($865.2 million) in relation to the grant from Mr. Pham, directly and through the Asian Star and VIG, which were partially offset by our repayment of borrowings of VND50,722.9 billion ($2,125.3 million), which are related to syndicated loans and loans from commercial banks and related parties.

Net cash flows from financing activities for the year ended December 31, 2022 were VND52,945.1 billion, consisting of proceeds from borrowings of VND87,660.1 billion, capital contribution from owners of VND6,317.1 billion 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 and issuance of ordinary shares of VND646.7 billion in relation to the disposal of the ICE Assets and the financial support from Mr. Pham 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, 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.

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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.

D. Trend Information

Except as amended in this Amendment, please refer to “ Item 3. Key Information ,” “ Item 4. Information on the Company, ” “ Item 5. Operating and Financial Review and Prospects ,” and “ Item 11. Quantitative and Qualitative Disclosures About Market Risk ” in the Original Form 20 - F for a discussion of known trends, uncertainties, demands, commitments or events that we believe are reasonably likely to have a material effect on our net sales or revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.

E. 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, entities, distributors and the commercial banking partners/leasing companies who purchase the vehicles, as the customers in the contracts for sales of automobiles and e-scooters produced by us. A sale is recognized in revenue at the point in time when control of a vehicle is transferred to a customer. From January 2022 onwards, we provide extended warranty (“service-type 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. ”

We enter into a bill-and-hold arrangement when we sell a vehicle to a customer, and the vehicle at the customer’ direction is stored at the locations owned or leased by us for a period of time until it is delivered to the customer at the customer’s request (the “Bill-and-Hold Arrangement(s)”). Even though the vehicle remains in our possession, a sale is recognized when the customer obtains control of the vehicle, which occurs when the customer’s acceptance specifications have been met, legal title has been transferred, the customer has a present obligation to pay for the vehicle and the risks and rewards of ownership have been transferred to the customer. In addition, in order for control to be transferred to the customer, all the following Bill-and-Hold Arrangements criteria must be met: (i) the reason for the bill-and-hold arrangement must be substantive, (ii) the product must be identified separately as belonging to the customer, (iii) the product currently must be ready for physical transfer to the customer and (iv) we do not have the ability to use the product or to direct it to another customer.

In April 2023, we launched a residual value guarantee (“RVG”) program in Vietnam of which we have the choice to repurchase VinFast EVs from customers after five years of their use at certain predetermined prices. Alternatively, we may choose to compensate for the deficit, which is the difference between the amounts recovered by the customer when sold to a third party and the pre-determined price. If customers choose to sell to a third party prior to our refusal, they are not entitled to the RVG, i.e., we are not obligated to pay the above-mentioned difference. We account for the program in accordance with ASC 460, Guarantees and ASC 606, Revenue from Contracts with Customers.

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We also provide the RVG program to our commercial banking partners/leasing companies in connection with our vehicle leasing programs. We account for the vehicle leasing programs in accordance with ASC 842, Leases, ASC 460, Guarantees and ASC 606, Revenue from Contracts with Customers. The residual amount of transaction price is allocated among performance obligations. The guarantee liability represents the estimated amount we expect to pay. We incorporate information such as third-party residual value publications and risk of future price deterioration due to changes in market conditions in estimation of the estimated residual value guarantee liability.

Sales of merchandise (automobiles)

Proceeds from sales of trading automobiles 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.

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, which is mainly composed of aftersales services and charging services, is recognized over time based on the level of work completion when the outcome of all contracts can be reasonably ascertained.

For more details, see Note 2.1.r) (Summary of Significant Accounting Policies - Revenue Recognition) to the Restated Financial Statements included elsewhere in this Amendment.

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 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.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

B. Compensation

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

On July 29, 2024, we were required to prepare an accounting restatement of the Prior Financial Statements. For more information, see the Explanatory Note to this Amendment. Our Compensation Committee and our Board have concluded that there was no erroneously awarded compensation. The Committee and Board applied our recovery of erroneously awarded compensation policy to this restatement and concluded that none of our officers subject to our compensation recovery policy received compensation that was dependent in whole or part on a financial reporting measure.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

B. Related Party Transactions

Transactions with Vingroup Affiliates

Sales Agreements with Vingroup Affiliates

On March 22, 2023, one of our subsidiaries entered into a vehicle sale agreement (as amended) with GSM for the sale and delivery of up to an aggregate of 30,000 VinFast EVs and 200,000 VinFast e-scooters over two years from the date of the agreement. The final quantity of EVs and e-scooters to be sold is subject to mutual agreement and the price of each EV may also be modified if there is a change in our pricing policy. The agreement may be terminated by mutual agreement or by us if GSM misses a payment when due or fails to receive vehicles at the delivery date.

On March 23, 2023, one of our subsidiaries entered into a vehicle sale agreement (as amended) with GSM, which supplements the vehicle sales agreement dated March 22, 2023, regarding the sale and delivery of 5,307 EVs for a total consideration of VND4,634.2 billion ($194.2 million). The agreement is valid until terminated by mutual agreement and may be terminated by us if GSM fails to receive a vehicle on its delivery date.

On December 28, 2023, our subsidiary entered into a vehicle sale agreement with GSM for the sale and delivery of 14,600 EVs for a total consideration of VND10,007.1 billion ($419.3 million). The agreement is valid until terminated by mutual agreement and may be terminated by us if GSM fails to receive a vehicle on its delivery date or to settle any payment within 60 days from the due date.

As of December 31, 2023, we have delivered approximately 23,900 EVs and 30,700 e-scooters to GSM pursuant to the vehicle sale agreements with GSM. For the year ended December 31, 2023, we received VND20,026.7 billion ($839.1 million) from the sale of vehicles to GSM.

We have entered into a sales agreement with VinBus for the sale of e-buses, aggregating revenue of VND480.1 billion, VND847.1 billion, and VND170.4 billion ($7.1 million) in 2021, 2022, and 2023, respectively. We also purchased used vehicles from VINCONS Construction Development and Investment Joint Stock Company (formerly, Smart Solution Service Business Company Limited Liability), amounting to VND12.9 billion in 2021.

In addition to the agreement with GSM, we entered into vehicle sale agreements (i) in 2022 with Vinpearl for the sale of VND39.4 billion in EVs to Vinpearl, (ii) in 2023 with Vinhomes for the sale of VND1,358.0 billion ($56.9 million) in EVs to Vinhomes and (iii) in 2022 and 2023 with Vingroup for the sale of VND21.0 billion and VND23.1 billion ($1.0 million), respectively, in EVs and the provision of electric battery rental services to Vingroup. Vingroup is also required to pay us a fixed battery rental fee of VND2.2 million ($92.2) per month per vehicle. The agreements are valid until terminated by Vinpearl, Vinhomes, or Vingroup, by mutual agreement or by us in case of breach by Vinpearl, Vinhomes, or Vingroup.

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In connection with our acquisition of the smart home devices business from VinSmart, on December 10, 2022, February 23, 2023, and March 27, 2023, one of our subsidiaries entered into sales agreements with Vinhomes, pursuant to which we undertook to sell smart home devices to Vinhomes and its subsidiary for a total consideration of VND118.7 billion. In addition, on December 15, 2022, one of our subsidiaries entered into a tripartite transfer agreement, pursuant to which VinSmart transferred its rights and obligations under its sales agreement with Thai Son dated June 14, 2022 to supply smart home devices to Thai Son. For the year ended December 31, 2023, sales of smart home devices to such Vingroup affiliates amounted to VND165.0 billion ($6.9 million).

On November 2, 2023, we entered into sales agreements with Ecology Development and Investment JSC for the sale and delivery of e-buses, for a total consideration of VND275.2 billion ($11.5 million).

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Consolidated Financial Statements

See “ Item 18. Financial Statements ” of this Amendment for our consolidated financial statements and other financial information.

B. Significant Changes

Except as disclosed elsewhere in this Amendment, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this Amendment.

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PART II

ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023.

Based upon that evaluation, our CEO and CFO concluded that, as of December 31, 2023, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below. Notwithstanding the identified material weaknesses, our CEO and CFO have concluded that the consolidated financial statements in this Annual Report on Form 20-F fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Material Weaknesses

We have a relatively short history of operations and, as a private company prior to the consummation of the Business Combination, had limited resources to dedicate towards addressing our internal controls and procedures. The material weaknesses that we have 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.

We believe that these material weaknesses in our internal control contributed to the accounting errors giving rise to the restatement of our consolidated financial statements as of and for the year ended December 31, 2023. Those accounting errors are related, among others, to the accounting for bill-and-hold transactions under ASC 606, including, but not limited to, the identification, evaluation, documentation, and disclosure of an appropriate accounting policy for bill-and-hold transactions under ASC 606 and the identification and evaluation of a change in agreement terms that should have resulted in a change in our accounting and disclosure for bill-and-hold transactions.

Remediation Plan

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:

● in July 2024, we hired an accounting executive for our North American operations with knowledge of, skills and experience in U.S. GAAP, and we plan to continue hiring additional personnel to strengthen our accounting team’s capabilities and ability to comply with U.S. GAAP and SEC reporting requirements;

● we are conducting regular and routine internal controls and global compliance trainings for our employees;

● we have enhanced, and in light of the restatement of the Prior Financial Statements, plan to continue enhancing our training programs and procedures for the continuous review and updating of financial statements based on changes to accounting standards and regulations, including through the engagement of 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;

● we have established and will continue to refine the roles and responsibilities for accounting and financial reporting staff across our Company. We are also in the process of implementing 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 developed and will continue to refine our U.S. GAAP accounting policy manual to accommodate new transactions as we expand into overseas markets, and we engaged third-party U.S. GAAP experts to formalize our US. GAAP accounting manual to ensure its consistent application within the Group;

● we have been 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

● we continue to update the documenting process and testing control procedures used in the preparation of financial statements, including, in cases where there is a change in operations, entity level, process level and IT general controls, to comply with the requirements of Section 404 of the SOX Act by establishing process guidelines, a risk and control matrix and a guideline for evaluating the effectiveness of internal control over financial reporting.

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. 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 “ Item 3. Key Information — D. 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. ”

Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Attestation Report of Registered Public Accounting Firm

This Annual Report does not include an attestation report of our Company’s registered public accounting firm because we are an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

Except as discussed above, there was no change in our internal control over financial reporting that occurred during the year ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

The effectiveness of any system of disclosure controls and procedures and internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable assurance, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART III

ITEM 17. FINANCIAL STATEMENTS

See “ Item 18. Financial Statements .”

ITEM 18. FINANCIAL STATEMENTS

The audited consolidated financial statements as required under Item 18 are attached hereto beginning on page F-1 of this Amendment.

ITEM 19. EXHIBITS

List all exhibits filed as part of the registration statement or annual report, including exhibits incorporated by reference.

EXHIBIT INDEX

Exhibit	Description	Incorporated by Reference
		Form	File Number	Exhibit	Filing Date
1.1	Constitution of VinFast	Form 20-F	001-41782	1.1	August 18, 2023
2.1	Specimen Ordinary Share Certificate of VinFast	Form 20-F	001-41782	2.1	August 18, 2023
2.2	Specimen Warrant Certificate of VinFast	Form F-4/A	333-272663	4.5	June 15, 2023
2.3	Assignment, Assumption and Amendment Agreement (including the Warrant Agreement annexed therein), dated as of August 11, 2023, by and among VinFast, Black Spade and Continental Stock Transfer & Trust Company	Form 20-F	001-41782	4.7	August 18, 2023
2.4	Description of securities registered under Section 12 of the Exchange Act	Form 20-F	001-41782	2.4	April 25,2024
4.1	Business Combination Agreement, dated as of May 12, 2023, by and among VinFast, Black Spade and Merger Sub	Form F-4/A	333-272663	2.1	June 15, 2023
4.2	First Amendment to Business Combination Agreement, dated as of June 14, 2023 by and among VinFast, Black Spade and Merger Sub	Form F-4/A	333-272663	2.2	June 15, 2023
4.3†	Shareholders Support and Lock-Up Agreement and Deed, dated May 12, 2023, between VinFast and Black Spade	Form F-4/A	333-272663	10.1	June 15, 2023
4.4†	Sponsor Support and Lock-Up Agreement and Deed, dated May 12, 2023, among VinFast, Black Spade and the Sponsor	Form F-4/A	333-272663	10.2	June 15, 2023
4.5	First Amendment to Sponsor Support Agreement, dated as of June 14, 2023, by and among VinFast, Black Spade and the Sponsor	Form F-4/A	333-272663	10.3	June 15, 2023
4.6	Registration Rights Agreement, dated as of August 11, 2023, by and among VinFast and the holder parties thereto	Form 20-F	001-41782	4.6	August 18, 2023
4.7	Letter Agreement, dated July 15, 2021, among Black Spade and certain security holders	Form F-4/A	333-272663	10.7	June 15, 2023
4.8+	VinFast Incentive Award Plan	Form 20-F	001-41782	4.9	August 18, 2023
4.9+	Form of Indemnification Agreement between VinFast and its Directors and Officers	Form F-4/A	333-272663	10.11	June 15, 2023
4.10‡	In-Principal Asset Sale Agreement, dated December 30, 2021, between VinES and VinFast Vietnam	Form F-4/A	333-272663	10.12	June 15, 2023
4.11‡	Amendment and Supplement to the In-Principal Asset Sale Agreement, dated March 25, 2022, between VinES and VinFast Vietnam	Form F-4/A	333-272663	10.13	June 15, 2023

Table of Contents

Exhibit	Description	Incorporated by Reference
		Form	File Number	Exhibit	Filing Date
4.12‡	Amendment and Supplement No. 2 to the In-Principal Asset Sale Agreement, dated May 15, 2022, between VinES and VinFast Vietnam	Form F-4/A	333-272663	10.14	June 15, 2023
4.13‡	Battery Sale and Purchase Framework Agreement, dated September 23, 2022, between VinES and VinFast Vietnam	Form F-4/A	333-272663	10.15	June 15, 2023
4.14‡	Consultancy Service Agreement, dated September 23, 2022, between VinES and VinFast Vietnam	Form F-4/A	333-272663	10.16	June 15, 2023
4.15‡	In-principle Agreement for Purchase of Goods, dated October 29, 2022, between VinES and VinFast Vietnam	Form F-4/A	333-272663	10.17	June 15, 2023
4.16‡†	Factory Lease Agreement, dated February 24, 2022, between VHIZ JSC and VinFast Vietnam	Form F-4/A	333-272663	10.18	June 15, 2023
4.17‡	Amendment No. 2 to the Factory Lease Agreement, dated February 28, 2022, between VHIZ JSC and VinFast Vietnam	Form F-4/A	333-272663	10.19	June 15, 2023
4.18‡	Amendment No. 3 to the Factory Lease Agreement, dated March 29, 2022, between VHIZ JSC and VinFast Vietnam	Form F-4/A	333-272663	10.20	June 15, 2023
4.19‡	Amendment No. 4 to the Factory Lease Agreement, dated November 1, 2022, between VHIZ JSC and VinFast Vietnam	Form 20-F	001-41782	4.19	April 25, 2024
4.20‡†	Amendment No. 5 to the Factory Lease Agreement, dated December 10, 2022, between VHIZ JSC and VinFast Vietnam	Form 20-F	001-41782	4.20	April 25, 2024
4.21‡†	Factory Lease Agreement, dated January 15, 2023, between VHIZ JSC and VinFast Vietnam	Form 20-F	001-41782	4.21	April 25, 2024
4.22‡†	Amendment No. 5 to the Factory Lease Agreement, dated February 1, 2023, between VHIZ JSC and VinFast Vietnam	Form 20-F	001-41782	4.22	April 25, 2024
4.23‡†	Amendment No. 6 to the Factory Lease Agreement, dated October 1, 2023, between VHIZ JSC and VinFast Vietnam	Form 20-F	001-41782	4.23	April 25, 2024
4.24	Financial Support Letter, dated March 14, 2024, by and between Vingroup and VinFast	Form F-1/A	333-274475	10.18	March 20, 2024
4.25‡†	Deed Poll, dated April 29, 2022, relating to Vingroup’s fixed rate exchangeable bonds due 2027	Form F-4/A	333-272663	10.22	June 15, 2023
4.26‡	Supplemental Deed Poll, dated April 12, 2024, relating to Vingroup’s $625,000,000 fixed rate exchangeable bonds due 2027	Form 20-F	001-41782	4.26	April 25, 2024
4.27	Site Development Agreement, dated July 1, 2022, by and between the North Carolina Department of Commerce, VinFast Manufacturing US, LLC and Vingroup.	Form F-4/A	333-272663	10.25	June 15, 2023
4.28	Option to Purchase Real Estate, dated November 8, 2022, by and between North Carolina Department of Commerce and VinFast Manufacturing US, LLC	Form F-4/A	333-272663	10.26	June 15, 2023
4.29	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	Form F-4/A	333-272663	10.27	June 15, 2023
4.30	Ordinary Shares Subscription Agreement, dated June 30, 2023, by and between VinFast and Gotion	Form F-4/A	333-272663	10.28	June 15, 2023
4.31	Backstop Subscription Agreement, dated August 10, 2023, by and among VinFast, Black Spade and Lucky Life	Form 20-F	001-41782	4.28	August 18, 2023
4.32	Standby Equity Subscription Agreement, dated October 20, 2023, by and between VinFast and Yorkville	Form 6-K	001-41782	99.1	October 2 0 , 2023

Table of Contents

Exhibit	Description	Incorporated by Reference
		Form	File Number	Exhibit	Filing Date
4.33	Securities Purchase Agreement, dated December 29, 2023, by and between VinFast and the investor listed therein	Form 6-K	001-41782	99.1	December 29, 2023
4.34	Convertible Debenture, dated December 29, 2023, by and between VinFast and Yorkville	Form 6-K	001-41782	99.2	December 29, 2023
4.35	Registration Rights Agreement, dated December 29, 2023, by and between VinFast and Yorkville	Form 6-K	001-41782	99.3	December 29, 2023
4.36	Global Guaranty Agreement, dated December 29, 2023, by Vingroup USA, LLC	Form 6-K	001-41782	99.4	December 29, 2023
8.1	List of subsidiaries of VinFast	Form F-1/A	333-274475	21.1	March 20, 2024
12.1*	Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*	Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**	Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**	Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*	Consent of Ernst & Young Vietnam Limited, an independent registered public accounting firm.
97.1	VinFast Policy for Recovery of Erroneously Awarded Compensation	Form 20-F	001-41782	97.1	April 25, 2024
101.INS*	Inline XBRL Instance Document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

** Furnished herewith.

† Annexes, schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

‡ Certain confidential portions (indicated by brackets and asterisks) have been omitted from this Exhibit pursuant to Regulation S-K Item 601(b)(2).

Indicates a management contract or compensatory plan.

Table of Contents

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

	VINFAST AUTO LTD.
Date: September 10, 2024	By:	/s/ Le Thi Thu Thuy
		Name: Le Thi Thu Thuy
		Title: Chairwoman and Director

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONTENTS


Consolidated Financial Statements of VinFast Auto Ltd.	Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID 3080 )	F-2
Consolidated Balance Sheets as of December 31, 2022 and 2023	F-3 – F-4
Consolidated Statements of Operations for the Years Ended December 31, 2021, 2022 and 2023	F-5
Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2021, 2022 and 2023	F-6
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2021, 2022 and 2023	F-7 – F-9
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2022 and 2023	F-10 – F-11
Notes to the Consolidated Financial Statements	F-12 – F-75

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of VinFast Auto Ltd.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of VinFast Auto Ltd. (formerly known as VinFast Auto Pte. Ltd.) (“VinFast Auto” or “the Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with United States of America generally accepted accounting principles.

Restatement of December 31, 2023 Consolidated Financial Statements

As discussed in Note 2.2 to the consolidated financial statements, the Company’s December 31, 2023 consolidated financial statements have been restated to correct misstatements.

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 20, 2024, except for the effects on the consolidated financial statements of the correction of an error as described in Note 2.2, as to which the date is September 10, 2024.

F-2

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED BALANCE SHEETS

as at December 31, 2023 and 2022


		As of December 31,
	Notes	2022	2023	2023
			(Restated)	(Restated)
		VND million	VND million	USD
ASSETS

CURRENT ASSETS
Cash and cash equivalents	4	4,271,442	4,002,272	167,697,645
Trade receivables	5	652,922	464,526	19,463,924
Advances to suppliers	6	8,968,752	4,644,575	194,610,534
Inventories, net	7	21,607,277	29,342,061	1,229,450,306
Short-term prepayments and other receivables	8	6,457,169	7,320,773	306,744,867
Short-term derivative assets	20	532,718	548,010	22,961,954
Current net investment in sales-type lease	17	5,448	87,552	3,668,482
Short-term investments		3,902	4,105	172,002
Short-term amounts due from related parties	22	1,978,097	2,605,366	109,166,429
Assets classified as held for sale	23	360,893	—	—
Total current assets		44,838,620	49,019,240	2,053,936,143

NON-CURRENT ASSETS
Trade receivables		—	110,312	4,622,142
Property, plant and equipment, net	9	57,188,667	67,678,974	2,835,790,413
Intangible assets, net	10	1,461,071	1,291,720	54,123,858
Goodwill	10	272,203	—	—
Operating lease right-of-use assets	17	4,558,983	7,074,785	296,437,819
Long-term derivative assets	20	696,332	66,124	2,770,636
Long-term advances to suppliers	6	29,082	—	—
Long-term prepayments		7,611	194,020	8,129,557
Non-current net investment in sales-type lease	17	82,062	620,665	26,006,243
Long-term amounts due from related parties	22	44,533	47,443	1,987,891
Other non-current assets		4,426,135	5,525,364	231,516,132
Total non-current assets		68,766,679	82,609,407	3,461,384,691
TOTAL ASSETS		113,605,299	131,628,647	5,515,320,833

F-3

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED BALANCE SHEETS (continued)

as at December 31, 2023 and 2022


		As of December 31,
	Notes	2022	2023	2023
			(Restated)	(Restated)
		VND million	VND million	USD
EQUITY AND LIABILITIES

CURRENT LIABILITIES
Short-term and current portion of long-term interest-bearing loans and borrowings	11	14,579,553	39,894,782	1,671,615,771
Convertible debenture	12	—	1,190,475	49,881,631
Short-term financial liabilities	20	—	18,258,063	765,024,009
Trade payables		16,636,820	11,063,663	463,574,248
Deposits and down-payment from customers	13	1,572,537	1,187,903	49,773,862
Short-term deferred revenue	14	107,448	173,582	7,273,192
Short-term accruals	15	11,056,666	11,137,428	466,665,047
Other current liabilities	16	4,177,978	10,023,786	420,002,765
Current portion of operating lease liabilities	17	768,883	1,520,305	63,701,710
Amounts due to related parties	22	17,325,317	44,338,043	1,857,791,125
Total current liabilities		66,225,202	138,788,030	5,815,303,360
NON-CURRENT LIABILITIES
Long-term interest-bearing loans and borrowings	11	41,624,960	30,170,149	1,264,147,700
Long-term derivative and financial liabilities	20,21	15,180,723	137,057	5,742,772
Other non-current liabilities	16	606,429	2,194,253	91,940,543
Non-current operating lease liabilities	17	3,256,351	5,327,457	223,223,707
Long-term deferred revenue	14	499,395	1,779,362	74,556,356
Deferred tax liabilities	18	947,981	925,687	38,786,852
Long-term accruals		16,007	123,867	5,190,103
Amounts due to related parties	22	21,918,710	18,151,355	760,552,879
Total non-current liabilities		84,050,556	58,809,187	2,464,140,912
Commitments and contingencies	25
EQUITY
Ordinary shares no par value – VinFast Auto ( 2,299,999,998 and 2,337,788,498 shares issued and outstanding as of December 31, 2022 and 2023, respectively)		871,021	9,847,536	412,617,783
Accumulated losses		( 127,188,455 )	( 184,546,025 )	( 7,732,591,343 )
Additional paid-in capital		12,311,667	31,748,427	1,330,278,513
Other comprehensive loss		( 104,065 )	( 385,873 )	( 16,168,315 )
Deficit attributable to equity holders of the parent		( 114,109,832 )	( 143,335,935 )	( 6,005,863,362 )
Non-controlling interests		77,439,373	77,367,365	3,241,739,923
Total deficit		( 36,670,459 )	( 65,968,570 )	( 2,764,123,439 )
TOTAL DEFICIT AND LIABILITIES		113,605,299	131,628,647	5,515,320,833

F-4

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED STATEMENT OF OPERATIONS

the years ended December 31, 2023, 2022 and 2021


		For the year ended December 31,
	Notes	2021	2022	2023	2023
				(Restated)	(Restated)
		VND million	VND million	VND million	USD
Revenues
Sales of vehicles		13,898,621	12,391,500	25,418,184	1,065,037,459
Sales of merchandise		1,405,368	112,206	142,800	5,983,407
Sales of spare parts and components		538,216	2,072,628	882,146	36,962,457
Rendering of services		96,577	222,732	455,351	19,079,485
Rental income
Revenue from leasing activities		89,400	166,525	1,005,388	42,126,372
Revenues (*)		16,028,182	14,965,591	27,903,869	1,169,189,181
Cost of vehicles sold		( 23,326,953 )	( 24,660,149 )	( 38,448,507 )	( 1,611,015,964 )
Cost of merchandise sold		( 1,398,339 )	( 151,353 )	( 155,959 )	( 6,534,778 )
Cost of spare parts and components sold		( 437,195 )	( 1,869,084 )	( 608,611 )	( 25,501,173 )
Cost of rendering services		( 65,376 )	( 389,635 )	( 1,049,726 )	( 43,984,162 )
Cost of leasing activities		( 56,095 )	( 162,275 )	( 971,154 )	( 40,691,947 )
Cost of sales		( 25,283,958 )	( 27,232,496 )	( 41,233,957 )	( 1,727,728,023 )
Gross loss		( 9,255,776 )	( 12,266,905 )	( 13,330,088 )	( 558,538,842 )
Operating expenses:
Research and development costs		( 9,255,376 )	( 19,939,898 )	( 14,516,962 )	( 608,269,589 )
Selling and distribution costs		( 2,203,839 )	( 5,213,739 )	( 5,661,145 )	( 237,205,439 )
Administrative expenses		( 2,424,560 )	( 4,010,012 )	( 5,269,780 )	( 220,807,006 )
Compensation expenses	16	( 4,340,322 )	( 109,431 )	( 1,111,317 )	( 46,564,862 )
Net other operating income/(expenses)	19	412,472	( 716,379 )	( 521,774 )	( 21,862,650 )
Operating loss		( 27,067,401 )	( 42,256,364 )	( 40,411,066 )	( 1,693,248,387 )
Finance income	19	446,139	88,060	83,853	3,513,492
Finance costs	19	( 4,598,235 )	( 7,959,840 )	( 12,133,400 )	( 508,396,883 )
Net gain/(loss) on financial instruments at fair value through profit or loss		( 1,710,029 )	1,226,012	( 4,879,833 )	( 204,467,988 )
Investment gain		956,588	—	—	—
Share of losses from equity investees		( 36,786 )	—	—	—
Loss before income tax expense		( 32,009,724 )	( 48,902,132 )	( 57,340,446 )	( 2,402,599,765 )
Tax expense	18	( 209,237 )	( 946,738 )	( 89,132 )	( 3,734,685 )
Net loss for the year		( 32,218,961 )	( 49,848,870 )	( 57,429,578 )	( 2,406,334,451 )
Net loss attributable to non-controlling interests		( 35,234 )	( 65,075 )	( 74,765 )	( 3,132,699 )
Net loss attributable to controlling interest		( 32,183,727 )	( 49,783,795 )	( 57,354,813 )	( 2,403,201,751 )

(*) Including sales to related parties in 2021, 2022 and 2023 of VND 516,546 million, VND 2,378,858 million and VND 19,305,452 million (USD 808.9 million), as restated, respectively.

F-5

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS

for the years ended December 31, 2023, 2022 and 2021


		For the year ended December 31,
	Notes	2021	2022	2023	2023
				(Restated)	(Restated)
		VND million	VND million	VND million	USD
Net loss for the year		( 32,218,961 )	( 49,848,870 )	( 57,429,578 )	( 2,406,334,451 )

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 )	( 281,808 )	( 11,807,928 )
Net other comprehensive loss that will be reclassified to profit or loss in subsequent periods		( 102,084 )	( 40,571 )	( 281,808 )	( 11,807,928 )

Total comprehensive loss for the year, net of tax		( 32,321,045 )	( 49,889,441 )	( 57,711,386 )	( 2,418,142,378 )
Net loss attributable to non-controlling interests		( 35,234 )	( 65,075 )	( 74,765 )	( 3,132,699 )
Comprehensive loss attributable to controlling interest		( 32,285,811 )	( 49,824,366 )	( 57,636,621 )	( 2,415,009,679 )

		VND	VND	VND	USD

Net loss per share attributable to ordinary shareholders
Basic and diluted	19	( 20,386 )	( 21,654 )	( 24,820 )	( 1.04 )

					Unit: Shares

Weighted average number of shares used in loss per share computation
Basic and diluted		1,578,726,324	2,299,008,659	2,310,823,009	2,310,823,009

F-6

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

for the years ended December 31, 2023, 2022 and 2021


				Contributed
			Additional	charter		Capital
	Number of	Ordinary	paid-in	capital -		reserve -	Other
	shares of	shares -	capital -	VinFast	Accumulated	VinFast	comprehensive	Non-controlling	Total equity/
	VinFast Auto	VinFast Auto	VinFast Auto	Vietnam	losses	Vietnam	income/(loss)	interests	(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	—	—	—	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	2,298,963,211	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 movements	—	—	—	—	( 6,142 )	6,142	—	—	—
As of December 31, 2021	2,298,963,211	553,892	—	—	( 77,416,918 )	—	( 63,494 )	( 14,678 )	( 76,941,198 )

F-7

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

for the years ended December 31, 2023, 2022 and 2021


			Additional
			paid-in
	Number of	Ordinary	capital		Other		Total
	shares of	shares -	VinFast	Accumulated	comprehensive	Non-controlling	Shareholders’
	VinFast Auto	VinFast Auto	Auto	losses	loss	interests	equity (deficit)
	Shares	VND million	VND million	VND million	VND million	VND million	VND million
Balance as of January 1, 2022	2,298,963,211	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)	2,298,963,211	553,892	—	( 127,200,713 )	( 104,065 )	( 79,753 )	( 126,830,639 )
Additional capital contribution to VinFast Auto	1,036,787	317,129	—	—	—	—	317,129
Additional capital contribution to VinFast Vietnam	—	—	—	—	—	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	2,299,999,998	871,021	12,311,667	( 127,188,455 )	( 104,065 )	77,439,373	( 36,670,459 )

F-8

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

for the years ended December 31, 2023, 2022 and 2021


			Additional
			paid-in				Total
	Number of	Ordinary	capital	Accumulated	Other	Non-controlling	Shareholders’
	shares of	shares -	VinFast	losses	comprehensive	interests	equity (deficit)
	VinFast Auto	VinFast Auto	Auto	(Restated)	loss	(Restated)	(Restated)
	Shares	VND million	VND million	VND million	VND million	VND million	VND million
Balance as of January 1, 2023	2,299,999,998	871,021	12,311,667	( 127,188,455 )	( 104,065 )	77,439,373	( 36,670,459 )
Net loss for the year, as restated	—	—	—	( 57,354,813 )	—	( 74,765 )	( 57,429,578 )
Foreign currency translation adjustments	—	—	—	—	( 281,808 )	—	( 281,808 )
Total comprehensive income/(loss) (Restated)	2,299,999,998	871,021	12,311,667	( 184,543,268 )	( 385,873 )	77,364,608	( 94,381,845 )
Issuance of ordinary shares	26,897,366	6,076,150	( 1,470,984 )	—	—	—	4,605,166
Share based compensation to service providers	32,463	6,020	—	—	—	—	6,020
Commitment shares issued under Standby Equity Subscription Agreement	800,000	118,828	( 6,528 )	—	—	—	112,300
Warrants exercised and additional paid to convert into capital	10,058,671	2,775,517	122,403	—	—	—	2,897,920
Changes in ownership in existing subsidiaries without losing control	—	—	—	( 2,757 )	—	2,757	—
Deemed contribution through awards granted by shareholders to the Company’s employees and others	—	—	144,083	—	—	—	144,083
Deemed contribution from owners through donation (*)	—	—	20,647,786	—	—	—	20,647,786
Balance as of December 31, 2023 (Restated)	2,337,788,498	9,847,536	31,748,427	( 184,546,025 )	( 385,873 )	77,367,365	( 65,968,570 )
USD (Restated)	—	412,617,783	1,330,278,513	( 7,732,591,343 )	( 16,168,315 )	3,241,739,923	( 2,764,123,439 )

(*) This represents financial supports in form of cash injected into the Group from the General Director of the Company and Asian Star Trading & Investment Pte. Ltd., a shareholder of the Company, being recognized in the consolidated statements of sharholders’ equity. Please refer to Note 22, Section “Capital Funding Agreement” for details.

F-9

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2023, 2022 and 2021


		For the year ended December 31,
	Notes	2021	2022	2023	2023
				(Restated)	(Restated)
		VND million	VND million	VND million	USD
OPERATING ACTIVITIES
Net loss for the year		( 32,218,961 )	( 49,848,870 )	( 57,429,578 )	( 2,406,334,451 )
Adjustments to reconcile net loss to net cash flows:
Depreciation of property, plant and equipment	9	3,981,389	3,924,658	5,849,238	245,086,650
Amortization of intangible assets	10	897,562	2,341,850	466,454	19,544,708
Impairment of goodwill, assets and changes in fair value of held for sale assets		164,978	1,133,743	1,303,932	54,635,548
Amortization of finance lease right-of-use assets		12,421	—	—	—
Changes in operating lease right-of-use assets		273,270	448,651	1,162,222	48,697,813
Provision related to compensation expenses, assurance-type warranties and net realizable value of inventories		6,513,514	5,988,521	8,679,116	363,660,270
Allowance against receivables		206,325	172,571	—	—
Deferred income tax expenses	18	150,536	946,738	( 22,294 )	( 934,174 )
Unrealized foreign exchange (gain)/losses		( 448,262 )	744,989	773,198	32,397,469
Investment (gain)/loss		( 956,588 )	18,962	—	—
Net loss/(gain) on financial instruments at fair value through profit or loss		1,710,029	( 1,226,012 )	4,879,833	204,467,988
Change in amortized costs of financial instruments measured at amortized cost	19	1,156,118	1,999,914	2,833,459	118,723,665
Share-based compensation expenses		—	—	150,103	6,289,408
Loss on disposal of fixed assets		113,395	—	81,165	3,400,863
Share of losses from equity investees		36,786	—	—	—
Change in working capital:
Trade receivables, advance to suppliers, net investment in sales-type lease		( 7,406,143 )	622,707	1,788,892	74,955,669
Inventories		( 3,857,721 )	( 20,241,698 )	( 13,233,711 )	( 554,500,587 )
Trade payables, deferred revenues, and other payables		760,098	17,792,820	( 9,381,089 )	( 393,073,325 )
Operating lease liabilities		( 224,085 )	( 420,877 )	( 911,530 )	( 38,193,665 )
Prepayments, other receivables and other assets		166,251	( 27,080 )	( 638,776 )	( 26,765,105 )
Net cash flows used in operating activities		( 28,969,088 )	( 35,628,413 )	( 53,649,366 )	( 2,247,941,256 )

F-10

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

for the years ended December 31, 2023, 2022 and 2021


		For the year ended December 31,
	Notes	2021	2022	2023	2023
		VND million	VND million	VND million	USD
INVESTING ACTIVITIES
Purchase of property, plant and equipment, and intangible assets (including deposit paid under construction contracts)		( 6,007,925 )	( 17,681,672 )	( 24,953,280 )	( 1,045,557,697 )
Repayment under a business investment and cooperation contract		—	( 968,773 )	—	—
Receipt from government grants		—	—	393,934	16,506,076
Proceeds from disposal of internal combustion engine (“ICE”) assets		—	170,017	—	—
Proceeds from disposal of property, plant and equipment		48,798	1,412,976	1,003,506	42,047,515
Disbursement of bank deposit		( 3,219,449 )	( 3,902 )	—	—
Collection of loans		11,054,900	1,034,648	545,400	22,852,594
Payment for acquisition of a subsidiary (net of cash held by entity being acquired)		( 77,099 )	—	( 6,900 )	( 289,114 )
Proceeds from disposal of equity investment (net of cash held by entity being disposed)		196,407	( 2,240 )	—	—
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 )	( 23,017,340 )	( 964,440,626 )
FINANCING ACTIVITIES
Capital contribution from owners/issuance of ordinary shares		9,988,508	6,317,129	4,759,291	199,417,204
Additional amount paid up to convert warrants to capital		—	—	1,421,444	59,559,373
Deemed contribution from owners		—	646,655	20,647,786	865,154,865
Deemed distribution to owners for transactions under common control		( 498,959 )	—	—	—
Payment for initial public offering costs		—	( 41,649 )	—	—
Proceeds from borrowings, business cooperation contract and convertible debenture		38,042,837	87,660,103	101,315,083	4,245,163,957
Repayment of borrowings		( 18,677,191 )	( 41,637,135 )	( 50,722,940 )	( 2,125,322,216 )
Net cash flows from financing activities		28,855,195	52,945,103	77,420,664	3,243,973,183
Net increase in cash, cash equivalents and restricted cash		2,306,157	1,277,744	753,958	31,591,301
Cash, cash equivalents and restricted cash at January 1		827,742	3,024,916	4,271,442	178,976,033
Net foreign exchange differences		( 108,983 )	( 31,218 )	( 266,319 )	( 11,158,929 )
Cash, cash equivalents and restricted cash at December 31	4	3,024,916	4,271,442	4,759,081	199,408,405
Supplement disclosures of non-cash activities
Debt conversion to equity		4,121,775	71,515,874	—	—
Non-cash property, plant and equipment additions		2,274,048	13,349,412	7,313,950	306,458,979
Exercise of warrant liability		—	—	1,476,476	61,865,290
Commitment shares issued under Standby Equity
Subscription Agreement		—	—	118,828	4,978,966
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	3,678,024	154,111,456
Non-cash consideration included in the purchase consideration of business combination		280,912	—	—	—
Interest payable conversion to debt		—	2,625,845	—	—
Supplemental Disclosure
Interest paid, net of capitalized interest		2,873,846	4,378,839	7,487,827	313,744,532
Income tax paid		51,409	22,618	99,791	4,181,304

F-11

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

1. ORGANIZATION AND NATURE OF OPERATIONS

(a) The Corporate information

VinFast Auto Ltd. (formerly known as VinFast Auto Pte. Ltd.) (“VinFast Auto”, “VinFast” or “the Company”) is a company incorporated in Singapore. 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 and related businesses.

The Company’s head office is located at 61 Robinson Road #06-01 (Suite 608), 61 Robinson, Singapore 068893. Head office of VinFast Trading and Production JSC (“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.

The Group consists of the following entities as of the reporting dates:


			As of December 31, 2022		As of December 31, 2023
			Voting	Equity	Voting	Equity	Registered office’s
No.	Name	Short name	right (%)	interest (%)	right (%)	interest (%)	address	Principal activities
1	VinFast Auto Ltd.	VinFast Auto	—	—	—	—	61 Robinson Road #06-01	Investment holding
							(Suite 608), 61 Robinson,
							Singapore 068893
2	VinFast Trading and Production JSC	VinFast Vietnam	99.9	99.9	99.9	99.9	Dinh Vu – Cat Hai	Manufacturing cars,
							Economic Zone, Cat Hai	motor vehicles, render
							Island, Cat Hai Town, Cat	leasing activities and
							Hai District, Hai	related businesses
							Phong City, Vietnam
3	VinFast Commercial and Services Trading LLC	VinFast Trading	99.5	99.4	99.5	98.7	No. 7, Bang Lang 1	Vehicles retail and
							Street, Vinhomes	distribution
							Riverside Eco-Urban
							Area, Viet Hung Ward,
							Long Bien District,
							Hanoi, Vietnam
4	VinFast Germany GmbH	VinFast Germany	100.0	99.9	100.0	99.9	Kornmarktarkaden,	Trading, importing and
							Bethmannstraße	exporting equipment,
							8/Berliner Straße 51 –	components and spare
							60311 Frankfurt am	parts for automobiles,
							Main, Germany	e-scooters and related goods
5	VinFast Engineering Australia Pty Ltd	VinFast Australia	100.0	99.9	100.0	99.9	234 Balaclava Road,	Automobile designing,
							Caulfield North, VIC	collaborating in
							3161, Australia	technological research,
								importing and distributing goods
6	Vingroup Investment	Vingroup Investment	99.3	99.2	99.3	99.2	No. 7, Bang Lang 1	Consultancy and
	Vietnam JSC						Street, Vinhomes	investment activities
							Riverside Eco-Urban
							Area, Viet Hung Ward,
							Long Bien District, Hanoi,
							Vietnam
7	Vingroup USA, LLC	Vingroup USA	100.0	99.2	100.0	100.0	333 W. San Carlos St.,	Importing and
							Suite 600, San Jose,	distributing electronic and
							CA 95110, USA	telecommunication
								equipment

8	VinFast USA Distribution, LLC	VinFast USA Distribution	100.0	99.2	100.0	100.0	12777 West Jefferson Blvd,	Distribution of automotive
							Suite A-101, Los Angeles,	vehicles
							CA 90066, USA

F-12

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

1 ORGANIZATION AND NATURE OF OPERATIONS (continued)

(a) The Corporate information (continued)

The Group consists of the following entities as of the reporting dates (continued):


			As of December 31, 2022		As of December 31, 2023
			Voting	Equity	Voting	Equity	Registered office’s
No.	Name	Short name	right (%)	interest (%)	right (%)	interest (%)	address	Principal activities
9	VinFast Auto, LLC	VinFast Auto, LLC	100.0	99.2	100.0	100.0	790 N. San Mateo Drive,	Distribution of automotive
							San Mateo, CA 94401,	vehicles
							USA
10	VinFast Auto Canada Inc.	VinFast Auto Canada	100.0	99.2	100.0	99.2	Suite 2600, Three	Distribution of automotive
							Bentall Centre 595	vehicles
							Burrard Street, P.O. Box
							49314, Vancouver Bc
							V7X 1L3, Canada
11	VinFast France	VinFast France	100.0	99.2	100.0	99.2	72 rue du Faubourg Saint	Distribution of automotive
							Honoré, Paris, 75008	vehicles
							France
12	VinFast Netherlands B.V	VinFast Netherlands	100.0	99.2	100.0	99.2	Vijzelstraat 68, 1017HL	Distribution of automotive
							Amsterdam, Netherlands	vehicles
13	VinFast OEM US Holding,	VinFast OEM	100.0	100.0	—	—	850 New Burton Road,	Investment holding, research
	Inc.(*)						Suite 201, Dover, Delaware	and development of market.
							19904, Kent County, USA
14	VinFast Manufacturing US, LLC	VinFast Manufacturing	100.0	100.0	100.0	100.0	160 Mine Lake Court,	Vehicles manufacturing.
							Ste 200, Raleigh, North
							Carolina 27615, USA
15	PT VinFast Automobile Indonnesia	VinFast Indo	—	—	99.9	99.9	Axa Tower, 45 th Floor,	Distribution of automotive
							JL. Prof. Dr. Satrio Kav	vehicles
							18., Karet Kuningan
							Village/ Subdistrict,
							District. Setiabudi, City Adm.
							Jakarta South, DKI Jakarta
							Province.
16	VinFast Auto (Thailand) Co., Ltd.	VinFast Thailand	—	—	99.9	99.9	Bangkok, Thailand	Distribution of automotive
								vehicles

17	VinFast India Ltd. (Formerly	VinFast India	—	—	99.9	99.9	Flat No.164, Ground Floor,	Vehicles manufacturing and
	known as Varchaunam						Suryodaya Apartment,	related businesses.
	Consultancy Private Limited)						Pocket-8, Sector 12,
							Dwarka, New Delhi-110078,
							India
18	VinFast UK Ltd.	VinFast UK	—	—	100.0	100.0	21 Holborn Viaduct,	Distribution of automotive
							London, United Kingdom,	vehicles
							EC1A 2DY
19	VinFast Middle East Ltd.	VinFast Middle East	—	—	100.0	100.0	Jebel Ali Free Zone,	Distribution of automotive
							Dubai, UAE	vehicles

20	SpecCo Ltd (**)	SpecCo	—	—	100.0	100.0	Appleby Global Services	Merging and acquisition
							(Cayman) Limited, 71	activities
							Fort Street, PO Box 500,
							Grand Cayman, Cayman
							Islands, KY1-1106

(*) VinFast OEM was merged into Vingroup USA, a subsidiary of the Company, in November 2023.

(**) SpecCo Ltd. is is process of dissolution as of the date of this report.

F-13

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

1. ORGANIZATION AND NATURE OF OPERATIONS (continued)

(b) The Business Combination Agreement

On May 12, 2023, the Company entered into a Business Combination Agreement with Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of Cayman Islands (“Black Spade”) and Nuevo Tech Limited, an exempted company incorporated with limited liability under the laws of Cayman Islands and a direct wholly-owned subsidiary of VinFast Auto (“Merger Sub”), pursuant to which, among other transactions, on the terms and subject to the conditions set forth therein, Merger Sub merged with and into Black Spade (“Merger”), with Black Spade as the surviving entity and renamed as SpecCo Ltd. and a wholly-owned subsidiary of VinFast after the Merger.

In connection with and prior to, the Business Combination Agreement, (i) on July 31, 2023, VinFast converted from a Singapore private limited company operating under the name “VinFast Auto Pte. Ltd.” into a Singapore public limited company under the name “VinFast Auto Ltd.”; and (ii) VinFast effected a share consolidation such that the number of issued and outstanding ordinary share in the capital of VinFast was reduced from 2,412,852,458 to 2,299,999,998 ordinary shares.

Pursuant to the terms of the Business Combination Agreement, among other things, the following transactions occurred: (i) on August 11, 2023, Merger Sub merged with and into Black Spade, with Black Spade surviving the merger as a wholly-owned subsidiary of the Company, (ii) on August 14, 2023, each issued and outstanding Class B Ordinary Share of Black Spade (“BSAQ Class B Ordinary Shares”), par value $ 0.0001 per share and each issued and outstanding Class A ordinary share of Black Spade, par value $ 0.0001 per share (other than BSAQ Class A ordinary shares that were treasury shares, validly redeemed shares, or BSAQ dissenting shares) were converted into one VinFast Ordinary Share; and (iii) VinFast, Black Spade and Continental Stock Transfer & Trust Company (“Continental”) entered into an assignment, assumption, amendment agreement (the “Warrant Assumption Agreement”) dated as of August 11, 2023, and on August 14, 2023, each issued and outstanding warrant of Black Spade sold to the public and to Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (“Sponsor”), in a private placement in connection with Black Spade’s initial public offering were exchanged for a corresponding warrant exercisable for VinFast ordinary shares.

On August 14, 2023, the Company announced the completion of the previously announced business combination with Black Spade Acquisition Co, a Cayman Islands exempted company (“Black Spade” or “BSAQ”), pursuant to the business combination agreement, dated as of May 12, 2023, by and among the Company, Black Spade and Merger Sub (the “Original Business Combination Agreement”) as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023 (the “First Amendment to Business Combination Agreement” and, together with the Original Business Combination Agreement, the “Business Combination Agreement”).

Pursuant to the terms of the Sponsor Support and Lock-Up Agreement and Deed, dated as of May 12, 2023, as amended by the First Amendment to Sponsor Support and Lock-Up Agreement, dated as of June 14, 2023, by and among the Company, the Sponsor and certain initial shareholders of Black Spade and the backstop subscription agreement, dated as of August 10, 2023, by and among the Company, Sponsor and Lucky Life Limited (the “Backstop Subscriber”), on August 14, 2023, VinFast issued to the Backstop Subscriber 1,636,797 ordinary shares for $ 10.00 per share for an aggregate purchase price of $ 16.4 million (the “Backstop Subscription”).

As a result of the foregoing transactions, there were 2,307,170,695 ordinary shares and 14,829,989 warrants outstanding as of August 14, 2023.

On August 15, 2023, VinFast’s ordinary shares and warrants commenced trading on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols, “VFS” and “VFSWW,” respectively.

After that, the Merger Sub is in progress of dissolution as of the date of this report.

F-14

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

1 ORGANIZATION AND NATURE OF OPERATIONS (continued)

(c) Standby Equity Subscription Agreement

On October 20, 2023, the Company entered into a Standby Equity Subscription Agreement (the “Yorkville Subscription Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership, (“Yorkville”), pursuant to which, the Company has the right, but not the obligation, to issue to Yorkville, and Yorkville has the obligation to subscribe for, ordinary shares for an aggregate subscription amount of up to $ 1.0 billion, at any time from the date of the Yorkville Subscription Agreement until November 1, 2026, unless earlier terminated pursuant to the Yorkville Subscription Agreement, subject to certain conditions.

Each ordinary share to be issued to Yorkville from time to time under the Yorkville Subscription Agreement will be issued at 97.5 % of the Market Price, as defined in the Yorkville Subscription Agreement. “Market Price” is defined as the lowest of the daily volume weighted average prices (“VWAP”) during the three consecutive trading days commencing on the advance notice date, other than the daily VWAP on any day excluded pursuant to the terms of the Yorkville Subscription Agreement. The Company shall, in its sole discretion, select the number of shares to be issue each time (“Advance Shares”), not to exceed an amount equal to one hundred percent of the average of the daily traded volume of the Company’s ordinary shares during the five trading days prior to the Company requesting an advance. The Yorkville Subscription Agreement does not obligate Yorkville to subscribe for or acquire any ordinary shares under the Yorkville Subscription Agreement if those ordinary shares, when aggregated with all other ordinary shares acquired by Yorkville under the Yorkville Subscription Agreement, would result in Yorkville beneficially owning more than 4.99 % of the then outstanding ordinary shares.

The Company accounts for the Yorkville Subscription Agreement as an equity-classified instrument as such financial instrument does not meet the criteria for liability classification under ASC 480, Distinguishing Liabilities from Equity and ASC 815, Derivatives and Hedging. As of December 31, 2023, the Company has issued 4,726,669 shares to Yorkville pursuant to this arrangement.

Commitment Fee Shares

In connection with the Yorkville Subscription Agreement, the Company has also issued Yorkville 800,000 of the Company’s ordinary shares as a commitment fee. The Company determined the value of the shares issued at a price equal to the average of the daily VWAPs during the three trading days immediately prior to the contract date, which was recorded as long-term prepayments and allocated to additional paid-in capital within the commitment period of the Yorkville Subscription Agreement.

(d) 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 normal course of operations as they come due.

The Group has been incurring losses from operations since inception. The Group incurred net losses of VND 57,429.6 billion (USD 2,406.3 million), as restated, for the year ended December 31, 2023 and accumulated losses of VND 184,546.0 billion (USD 7,732.6 million), as restated, as of this same date. Additionally, the Group is also in a net current liability position of VND 89,768.8 billion (USD 3,761.4 million), as restated, as of December 31, 2023.

As of December 31, 2023, the Group’s consolidated balance of cash and cash equivalents was VND 4,002.3 billion (USD 167.7 million) (as of December 31, 2022: VND 4,271.4 billion). The Group has prepared its business plan covering the next twelve months from the issuance date 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. Furthermore, the Group also has the ability to adjust the timing of certain expenditure, if necessary. The Group is dependent on the financial support from Vingroup JSC, who will undertake necessary procedures to facilitate such support, which shall be legally valid for the period of 12 months from the issuance date of the consolidated financial statements.

As a result, the Group expects to be able to continue its operations and pay its liabilities in the normal course of business in the next 12 months from the issuance date of the consolidated financial statements. On this basis, the management of the Group has prepared the consolidated financial statements for the year ended 31 December 2023 using going concern basis.

F-15

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) 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”).

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 reportable segments, namely Automobiles, E-scooters and Spare Parts & Aftermarket services.

b) 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 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, shortfall volume provision, residual value guarantee and standalone selling price of each distinct performance obligation in revenue recognition. Actual results could differ from these estimates.

c) 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.

Regarding to the transaction with Black Spade pursuant to the Business Combination Agreement as disclosed in Note 1(b), the merger of Black Spade with a wholly owned subsidiary of VinFast is not within the scope of ASC 805 Business Combinations, considering that Black Spade does not meet the definition of a business in accordance with ASC 805. At the closing of transaction, VinFast issued ordinary shares for the identifiable net assets of Black Spade (a blank check company), which will be executed in the form of an exchange of Black Spade Ordinary Shares held by Black Spade Shareholders for VinFast ordinary shares, thereby the Transactions was accounted for as a recapitalization in accordance with U.S. GAAP. Under a recapitalization, no goodwill or other intangible assets was recorded.

F-16

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

c) Asset acquisitions (continued)

Upon Closing, Black Spade was the surviving company and renamed as SpecCo Ltd., i.e., surviving the Business Combination as a wholly owned subsidiary of VinFast. VinFast was determined to be the accounting acquirer as VinFast obtained control over Black Spade after the Transactions. The Sponsor was only entitled to designate one representative to attend meetings of VinFast’s Board in a non-voting observer capacity. Since it is a non-voting position, it does not affect VinFast’s ability to exercise control over Black Spade, and Black Spade is the accounting acquiree. Black Spade’s identifiable net assets were consolidated into VinFast at fair value. Any difference between the fair value of VinFast ordinary shares issued and the fair value of Black Spade’s identifiable net assets, if any, was recorded as additional paid-in capital.

d) 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 net 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.

e) 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.

f) 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.

g) 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.

F-17

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

h) 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.

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.

i) 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		9 – 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.

F-18

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

i) Property, plant and equipment (continued)

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.

The useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end. 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 depreciation period or method, as appropriate, and are treated as changes in accounting estimate.

j) 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.

If at any time the criteria for held for sale classification are no longer met, a long-lived asset classified as held for sale should be considered to reclassify as held and used at the lower of its carrying amount before the asset was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the asset been continuously classified as held and used and its fair value at the date of the subsequent decision not to sell.

k) 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

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 – 3 years 4 months
Software		3 – 8 years
Others		3 – 15 years

F-19

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Intangible assets (continued)

Licenses (continued)

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.

l) 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, 2023, 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. As a result of updating the estimates and assumptions after taking into account of actual performance, the fair value of the reporting units was less their carrying value and therefore, goodwill was fully impaired and recorded in the year ended December 31, 2023 (Note 10).

m) 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.

F-20

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

n) 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.

o) 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, 2023 and 2022, 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.

p) Convertible Debenture

The Group has elected the fair value option to account for the Convertible Debenture that was issued in December 2023 due to the certain embedded features that is required to be birfurcated, discussed further in Note 12 - Convertible Debenture. The Group recorded the Convertible Debenture at the fair value upon issuance, with the change in the fair value being recorded in net gain/loss on financial instruments at fair value through profit or loss on the consolidated statements of operations. Interest expense related to the Convertible Debenture is included in the changes in fair value.

q) Leases

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.

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.

F-21

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

q) Leases (continued)

The Group as a lessee (continued)

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

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 lease transfers ownership of the underlying asset to the lessee by the end of the lease term, b) the lease 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 value 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.

F-22

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

q) Leases (continued)

Battery leases (Note 2(r))

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 batteries 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.

r) Revenue recognition

Sales of vehicles (automobiles, e-scooters)

The Group identifies the individuals, entities, distributors and the commercial banking partner/leasing company who purchase the vehicles as the customers in the contracts for sales of automobiles and e-scooters produced by the Group. Contracts with customers may include lease and non-lease components, comprising various performance obligations.

Accordingly, the Group allocates its purchase consideration among lease (where applicable) and non-lease components, based on the relative estimated standalone selling price in accordance with ASC 606, Revenue recognition. The sale of vehicle can be bundled with the sale of battery or the lease of battery (Note 2(q)). In such cases, variable lease payments of the battery leases are also allocated to the lease components and non-lease components on the same basis.

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. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation and the lease component (where applicable), and changes in judgements on these assumptions and estimates may impact the revenue recognition. The allocated purchase consideration for the sales of vehicles (including sales of battery where applicable) is recognized in revenue at the point in time when control of the vehicles is transferred to the customers.

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)). The Group will recognize the revenue for service-type warranty 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 customers 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.

Amounts billed to customers related to shipping and handling are classified as automotive sales revenue, and the Group has elected to recognize the cost for freight and shipping when control over vehicles, parts or accessories have transferred to the customer as an expense in cost of automotive sales revenue.

F-23

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

r) Revenue recognition (continued)

Bill-and-hold arrangement

The Group enters into bill-and-hold arrangement, whereby the Group sells vehicles to customers, and the vehicles at the customers’ direction are stored at the locations owned or leased by the Group for a period of time until it is transferred to the customer at a point in time in the future. Even though the vehicles remain in the Group’s possession, a sale is recognized at the point in time when the customer obtains control of the vehicles. Control in bill and hold transactions is transferred to the customer when customer’s acceptance specifications have been met, legal title has transferred, the customer has a present obligation to pay for the vehicle and the risk and rewards of ownership have transferred to the customer. In addition, all the following bill and hold criteria have been met in order for control to be transferred to the customer: the reason for the bill-and-hold arrangement must be substantive, the product must be identified separately as belonging to the customer, the product currently must be ready for physical transfer to the customer, and the Group does not have the ability to use the product or to direct it to another customer.

Vehicle Sales with Residual Value Guarantee (“RVG”)

Vietnam market

In April 2023, the Group launched a residual value guarantee (“RVG”) program in Vietnam of which the Group has the choice to repurchase VinFast electric vehicles from customers after five years of their use at certain predetermined prices. Alternatively, the Group may choose to compensate for the deficit i.e., differential between the amounts recovered by the customer when sold to other third parties and the pre-determined price. If customers choose to sell to third party prior to Vinfast’s refusal, they are not entitled to the RVG i.e., Vinfast is not obligated to pay the above-mentioned difference.

The Group accounts for the program in accordance with ASC 460, Guarantees and ASC 606, Revenue from Contracts with Customers . Accordingly, the Group first bifurcates the RVG at its fair value from the transaction price and accounts for it as a guarantee liability. The residual amount of transaction price is allocated among lease (where applicable) and non-lease components as presented above.

US and Canadian market

The Group provides RVG to its commercial banking partner/leasing company in connection with its vehicle leasing programs. Under these programs, the Group originates the lease with end customer and immediately transfer the lease and the underlying vehicle to commercial banking partner/leasing company and the Group is contractually obligated (or entitled) to bear the shortfall (or excess) between the resale value realized by the commercial banking partner/leasing company and a predetermined resale value. At the lease inception, the Group is required to deposit cash collateral equal to a contractual percentage of the residual value of the leased vehicles with the commercial banking partner/leasing company. The cash collateral is held in a restricted bank account owned by the commercial banking partner until it is used, as applicable, in settlement of the RVG at the end of the lease term. Cash collateral is recorded in other noncurrent assets, subject to asset impairment review at each reporting period.

The Group accounts for the vehicle leasing programs in accordance with ASC 842, Leases, ASC 460, Guarantees and ASC 606, Revenue from Contracts with Customers . Accordingly, the Group first bifurcates the RVG at its fair value from the transaction price and accounts for it as a guarantee liability. The residual amount of transaction price is allocated among performance obligations.

F-24

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

r) Revenue recognition (continued)

US and Canadian market (continued)

The guarantee liability represents the estimated amount the Group expects to pay. The Group incorporates information such as third-party residual value publications and risk of future price deterioration due to changes in market conditions in estimation of the estimated residual value guarantee liability. The total guarantee liability on vehicles sold under these programs was insignificant as of December 31, 2023.

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 standalone selling price of the used automobiles sold by the Group.

Sale of merchandise (automobiles)

Sales of spare parts and components

Rendering of services

Revenue from rendering of services, which is mainly comprised of aftersales services and charging 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).

F-25

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

s) 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 sold 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.

t) 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.

u) 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, 2022 and 2023, advertising cost totalled VND 614,805 million, VND 1,839,069 million and VND 1,266,417 million (USD 53.1 million), respectively.

v) 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 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.

F-26

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

v) Taxes (continued)

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.

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 is 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, 2023 and 2022 (Note 18).

w) Share-based payment

The Company has several compensation plans that provide for the granting of share-based compensation to certain employees and directors. Share-based compensation plans are accounted for in accordance with ASC 718, Compensation — Stock Compensation and ASU 2018-07 — Compensation — Stock compensation (Topic 718) — Improvements to non-employee share-based payment accounting.

Employees’ share based compensation awards are measured at the grant date fair value of the awards and recognized as expenses a) immediately at the grant date if no vesting conditions are required; or b) for share options or restricted shares granted with only service conditions, using the straight-line vesting method, net of estimated forfeitures, over the vesting period; or c) for share options where the underlying share is liability within the scope of ASC 480, using the graded vesting method, net of estimated forfeitures, over the vesting period, and re-measuring the fair value of the award at each reporting period end until the award is settled.

All transactions in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

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Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

w) Share-based payment (continued)

For equity-settled transactions, the cost is determined by the fair value at the date when the grant is determined with reference to the grant-date share price and, where applicable, using a Monte Carlo simulation model. Share-based compensation expense is recognized in selling, general and administration expense in the Consolidated statements of operations, together with a corresponding increase in equity, over the period in which the service and, where applicable, the performance conditions are fulfilled (“vesting period”). The cumulative expense is recognized for equity-settled transactions at each reporting date using the graded vesting method and reflected the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense in the Consolidated statements of operations for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there were also service and/or performance conditions.

Compensation cost related to the equity grant of the ultimate parent company awards to employees of the Company of the ultimate parent company’s shares are recognized in the Company’s consolidated financial statements with a corresponding credit to equity, representing the ultimate parent company’s deemed capital contribution.

Compensation for cash-settled transactions granted by Vietnam Investment Group Joint Stock Company (“VIG” — a shareholder) to employees and non-employees of the Company are recognized in the Company’s consolidated financial statements with a corresponding credit to equity, representing the shareholder’s deemed capital contribution. Such amount is remeasured at each reporting date up to and including the settlement date.

x) Government grant

The Group’s subsidiaries received government subsidies from certain local governments. The Group’s government subsidies consisted of specific subsidies and other subsidies. Specific subsidies are subsidies that the local government has provided for a specific purpose, such as factory development and renewal of production facilities. Other subsidies are the subsidies that the local government has not specified its purpose for and are not tied to future trends or performance of the Group; receipt of such subsidy income is not contingent upon any further actions or performance of the Group and the amounts do not have to be refunded under any circumstances. The Group recorded specific purpose subsidies as advances payable when received in case of the all the conditions are not met. For specific subsidies, upon government acceptance of the related project development or asset acquisition, the specific purpose subsidies are recognized to reduce related the cost of asset acquisition in case of all the attached contingent conditions are met. Other subsidies are recognized as other operating income upon receipt as further performance by the Group is not required.

Site Development Agreement

The Group’s subsidiaries have the Site Development Agreement with North Carolina Department of Commerce (“NC DOC”), pursuant to which, the Group’s subsidiaries are required to submit relevant documents to request for reimbursement of costs associated with the land levelling up to USD 125 million. For the year ended December 31, 2023, the Group’s subdiaries received an amount of USD 16.2 million in cash from this incentive. As of December 31, 2023, such amount of incentive was recorded in the account of other long-term liabilities due to the uncertainty of certain events and conditions for Recovery of Funds as specified in the Site Development Agreement.

Subsequently, the Group’s subsidiaries submitted the second Requisition to NC DOC for Appropriate Proceeds on January 18, 2024 for reimbursement of eligible expenses for the amount of USD 20.8 million. On January 26, 2024, the Group’s subsidiaries received the USD 20.8 million reimbursement from NC DOC for the eligible site restoration expenses.

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Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

y) 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.

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 comprehensive loss and consolidated statement of cash flows from VND into USD as of and for the year ended December 31, 2023 are solely for the convenience of the reader and were calculated at the rate of USD1.00 = VND 23,866 , representing the central exchange rate quoted by the State Bank of Vietnam Operations Centre as of December 31, 2023. 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, 2023, or at any other rate. The amounts shown in the consolidated financial statements have been rounded or truncated as deemed appropriate by the management. Accordingly, numerical figures shown as totals in certain tables might not be an arithmetic aggregation of the figures that precede them.

z) 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:

¾ Level 1-Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

¾ Level 2-Includes other inputs that are directly or indirectly observable in the marketplace.

¾ Level 3-Unobservable inputs which are supported by little or no market activity.

F-29

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

z) Fair value measurement (continued)

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 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.

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.

aa) 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.

F-30

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ab) 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, net investment in sales-type lease, 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, 2023 and 2022, the allowance for credit losses of the financial assets was insignificant.

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.

ac) 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.

ad) Financial assets transfered that qualify for sale accounting in accordance with ASC 860

US and Canadian market

In connection with the vehicle financing program, the Group sells its receivables to its commercial banking partners. Such transfers are accounted for as sales of receivables with the de-recognition of such receivables from its Consolidated balance sheet as the Group has met all the de-recognition criteria of ASC 860, Transfers and Servicing. The Company does not hold a retained interest in the receivables sold nor is it responsible for the collection and administrative responsibilities of the sold receivables.

F-31

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ae) 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 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

On December 14, 2023, FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions.

This ASU applies to all entities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted.

This ASU will result in the required additional disclosures being included in our consolidated financial statements, once adopted.

ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures

On November 23, 2023, FSAB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280). This ASU updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of the ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted.

ASU 2023-01, Leases (Topic 842): Common Control Arrangements

On March 27, 2023, FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. The amendments require all companies to amortize leasehold improvements associated with common control leases over the asset’s useful life to the common control group regardless of the lease term and allow private and certain not-for-profit entities to use the written terms and conditions of an agreement to account for common control leases without further assessing the legal enforceability of those terms.

The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance.

The amendments are not expected to have a material impact on the Group.

F-32

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

ae) Recent accounting pronouncements (continued)

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.

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-33

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.2. RESTATEMENT OF THE FINANCIAL STATEMENTS

The financial statements of the Group as of December 31, 2023 and for the year then ended were restated for a correction of accounting errors relating to recognition of revenue from sale of vehicles on the bill-and-hold basis, an omission of disclosure of accounting policy on the bill-and-hold sale transaction (see Note 2.1 (r)) and an error in accounting for an after-sale policy. Details are as follows:

The sale of 454 electric vehicles and 2,192 e-scooters to GSM JSC were invoiced and recorded as revenue in fiscal year 2023. However, the dispatching for delivery began in early 2024. Therefore, the Group corrected this error by adjusting the corresponding revenue, amount due to a related party, other receivables, cost of sale, inventories, accrual for sale transaction, warranty provided and the related impact of provision for inventories;
The Group sold 205 electric vehicles to an unrelated third party in Vietnam in 2023 and recognized revenue from those sales for fiscal year 2023. However, the risks and controls of those vehicles had not been fully transferred to the customer. Therefore, the Group corrected this error by adjusting the corresponding revenue, advance from customer, other receivables, cost of sale, inventories, accrual for sale transaction, warranty provided and the related impact of provision for inventories; and
In June 2023, the Group announced an after-sales policy that provides eligible customers with cash or service vouchers if their vehicles experience a technical issue that requires servicing. The Group recognized expenses in relation to vehicles sold prior to effectiveness of this policy in selling and distribution costs in fiscal year 2023 rather than as a reduction to revenue. As the after-sales expenses policy is tied to previously recognized revenue and current customer agreements, the support provided is consideration payable to a customer and should have been recorded as a reduction to revenue during fiscal year 2023. Accordingly, the Group corrected this error by decreasing selling and distribution costs and revenue by the same amount.

F-34

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.2. RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)

The financial statements of the Group as of December 31, 2023 and for the year then ended have been updated to correct these above accounting errors. Details are as follows:


CONSOLIDATED BALANCE SHEET
	As previously	Restatement
	reported	adjustments	As restated	As restated
As of December 31, 2023	VND million	VND million	VND million	USD
ASSETS
Inventories, net	28,665,995	676,066	29,342,061	1,229,450,306
Short-term prepayments and other receivables	7,229,475	91,298	7,320,773	306,744,867
Short-term amounts due from related parties	3,080,663	( 475,297 )	2,605,366	109,166,429
Total current assets	48,727,173	292,067	49,019,240	2,053,936,143
TOTAL ASSETS	131,336,580	292,067	131,628,647	5,515,320,833

EQUITY AND LIABILITIES
CURRENT LIABILITIES
Deposits and down-payment from customers	864,416	323,487	1,187,903	49,773,862
Short-term accruals	11,150,656	( 13,228 )	11,137,428	466,665,047
Other current liabilities	10,027,293	( 3,507 )	10,023,786	420,002,765
Total current liabilities	138,481,278	306,752	138,788,030	5,815,303,360
Other non-current liabilities	2,220,295	( 26,042 )	2,194,253	91,940,543
Long-term deferred revenue	1,810,098	( 30,736 )	1,779,362	74,556,356
Total non-current liabilities	58,865,965	( 56,778 )	58,809,187	2,464,140,912
Accumulated losses	( 184,588,076 )	42,051	( 184,546,025 )	( 7,732,591,343 )
Deficit attributable to equity holders of the parent	( 143,377,986 )	42,051	( 143,335,935 )	( 6,005,863,362 )
Non-controlling interests	77,367,323	42	77,367,365	3,241,739,923
Total deficit	( 66,010,663 )	42,093	( 65,968,570 )	( 2,764,123,439 )
TOTAL DEFICIT AND LIABILITIES	131,336,580	292,067	131,628,647	5,515,320,833

CONSOLIDATED STATEMENT OF OPERATIONS
For the year ended December 31, 2023
Sales of vehicles	26,226,366	( 808,182 )	25,418,184	1,065,037,459
Revenues	28,712,051	( 808,182 )	27,903,869	1,169,189,181
Cost of vehicles sold	( 39,153,375 )	704,868	( 38,448,507 )	( 1,611,015,964 )
Cost of sales	( 41,938,825 )	704,868	( 41,233,957 )	( 1,727,728,023 )
Gross loss	( 13,226,774 )	( 103,314 )	( 13,330,088 )	( 558,538,842 )
Selling and distribution costs	( 5,806,552 )	145,407	( 5,661,145 )	( 237,205,439 )
Operating loss	( 40,453,159 )	42,093	( 40,411,066 )	( 1,693,248,387 )
Loss before income tax expense	( 57,382,539 )	42,093	( 57,340,446 )	( 2,402,599,765 )
Net loss for the year	( 57,471,671 )	42,093	( 57,429,578 )	( 2,406,334,451 )
Net loss attributable to non-controlling interests	( 74,807 )	42	( 74,765 )	( 3,132,699 )
Net loss attributable to controlling interest	( 57,396,864 )	42,051	( 57,354,813 )	( 2,403,201,751 )

F-35

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

2.2. RESTATEMENT OF THE FINANCIAL STATEMENTS (continued)


CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS
	As previously	Restatement
	reported	adjustments	As restated	As restated
For the year ended December 31, 2023	VND million	VND million	VND million	USD
Net loss for the year	( 57,471,671 )	42,093	( 57,429,578 )	( 2,406,334,451 )
Total comprehensive loss for the year, net of tax	( 57,753,479 )	42,093	( 57,711,386 )	( 2,418,142,378 )
Net loss attributable to non-controlling interests	( 74,807 )	42	( 74,765 )	( 3,132,699 )
Comprehensive loss attributable to controlling interest	( 57,678,672 )	42,051	( 57,636,621 )	( 2,415,009,679 )
	VND	VND	VND	USD
Net loss per share attributable to ordinary shareholders
Basic and diluted	( 24,838 )	18	( 24,820 )	( 1.04 )

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
For the year ended December 31, 2023
Accumulated losses	( 184,588,076 )	42,051	( 184,546,025 )	( 7,732,591,343 )
Non-controlling interests	77,367,323	42	77,367,365	3,241,739,923
Total Shareholders’ equity	( 66,010,663 )	42,093	( 65,968,570 )	( 2,764,123,439 )

CONSOLIDATED STATEMENTS OF CASH FLOW
For the year ended December 31, 2023
Net loss for the year	( 57,471,671 )	42,093	( 57,429,578 )	( 2,406,334,451 )
Provision related to compensation expenses, assurance-type warranties and net realizable value of inventories	8,692,883	( 13,767 )	8,679,116	363,660,270
Change in working capital:
Trade receivables, advance to suppliers, net investment in sales-type lease	1,313,596	475,296	1,788,892	74,955,669
Inventories	( 12,541,863 )	( 691,848 )	( 13,233,711 )	( 554,500,587 )
Trade payables, deferred revenues, and other payables	( 9,660,611 )	279,522	( 9,381,089 )	( 393,073,325 )
Prepayments, other receivables and other assets	( 547,480 )	( 91,296 )	( 638,776 )	( 26,765,105 )

The disclosure in Note 2.1, Summary of significant accounting policies , also added a supplemental accounting policy for Bill-and-hold arrangement (Note 2.1(r), Revenue recognition ).

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.

F-36

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

CONCENTRATION OF RISKS (continued)

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, selling ordinary shares, seeking financial support from Vingroup, including in the form of debt financing, corporate loan guarantees, capital contributions and cash grants. The Group has managed 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. 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.

Credit Risk

The Group performs ongoing credit evaluations of customers’ financial condition whenever deemed necessary. The Group maintains an allowance for credit losses based on the expected collectability of all accounts receivable, which takes into consideration an analysis of historical bad debts, specific customer creditworthiness, customers’ bank guarantee (if applicable) and current economic trends. The Group believes that concentration of credit risk is limited because of credit quality of the customer base, small account balances for most of these customers. The pricing term was determined based on management’s assessment of market-based pricing terms. As of December 31, 2023, receivable from GSM JSC accounted for 66 % of accounts trade receivables (including trade receivables from related parties). No other customers individually accounted for 10% or more of accounts receivable as of December 31, 2023.

F-37

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

4. CASH, CASH EQUIVALENTS AND RESTRICTED CASH

Restricted cash is comprised primarily of cash as collateral for letters of credit issued to the landlords for certain of the Group’s leased facilities, autonomous vehicle manufacturing surety bonds and cash held as collateral for sales to commercial banking partner/leasing company with a resale value guarantee. The restricted cash is recorded as an item of short-term prepayments and other receivables and other non-current assets in the consolidated balance sheets. The Company determines current or non-current classification based on the expected duration of the restriction.

Details of cash and cash equivalent and restricted cash are presented in the consolidated statements of cash flows as below:


	As of December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Cash on hand	99	382	1,279	53,591
Cash at banks	2,574,817	4,271,060	4,000,993	167,644,054
Cash equivalents	450,000	—	—	—
Total cash and cash equivalents	3,024,916	4,271,442	4,002,272	167,697,645
Short-term restricted cash in short-term prepayments and other receivables	—	—	96,446	4,041,146
Long-term restricted cash in other non-current assets	—	—	660,363	27,669,614
Total cash, cash equivalents and restricted cash	3,024,916	4,271,442	4,759,081	199,408,405

5. TRADE RECEIVABLES


	As of December 31,
	2022	2023	2023
	VND million	VND million	USD
Receivables from sale of finished goods and merchandises (i)	538,697	329,952	13,825,191
Receivables from disposal of assets and raw materials	76,341	61,333	2,569,890
Others	37,884	73,241	3,068,843
TOTAL	652,922	464,526	19,463,924

(i) This represents 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).

6. 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.

F-38

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

7. INVENTORIES, NET

The classification of inventory balance as of December 31, 2023 and 2022 is as follows:


	At lower of cost and net realizable value
	As of December 31,
	2022	2023	2023
		(Restated)	(Restated)
	VND million	VND million	USD
Raw materials	12,096,176	14,557,976	609,988,100
Finished goods, including service parts	3,733,281	9,253,820	387,740,719
Good in transit	2,479,342	1,862,582	78,043,325
Work in progress	2,976,984	3,420,292	143,312,327
Merchandises	124,375	25,343	1,061,887
Tools and spare parts	197,119	222,048	9,303,948
TOTAL	21,607,277	29,342,061	1,229,450,306

As of December 31, 2023, inventories with the carrying value of VND 936.3 billion (USD 39.2 million) (2022: VND 500 billion) are used as collateral for borrowings of the Group as presented in Note 11.

Finished goods include vehicles, e-scooters and service parts.

Battery leases accounted for as operating leases (Note 2(q)) 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 on December 31, 2023, inventories measured at cost amounted to VND 37,264.5 billion (USD 1,561.4 million), as restated (2022: VND 27,854.2 billion, 2021:VND 9,208,796 million). Inventory write-downs recognized in cost of sales for the year ended 2023 were VND 5,498.9 billion (USD 230.4 million), as restated (2022: VND 5,143.9 billion, 2021: VND 2,385,334 million).

8. SHORT-TERM PREPAYMENTS AND OTHER RECEIVABLES


	As of December 31,
	2022	2023	2023
		(Restated)	(Restated)
	VND million	VND million	USD
Financial assets:
Cash collateral to support Standby letter of credit issuances and other financial assets (i)	808,518	358,883	15,037,417
Short-term restricted cash	—	96,446	4,041,146
Subtotal	808,518	455,329	19,078,563
Non-financial assets:
Valued added tax deductible	4,697,711	5,807,909	243,354,940
Import tax to be refunded	604,755	592,559	24,828,585
Other receivables	12,697	9,245	387,371
Other prepaid expenses and others	333,488	455,731	19,095,408
Subtotal	5,648,651	6,865,444	287,666,304
TOTAL	6,457,169	7,320,773	306,744,867

(i) This mainly comprises deposit for lease contracts and secured deposit held in designated bank accounts for being pledged for autonomous vehicle manufacturing surety bonds issued by counterparty .

F-39

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

9. PROPERTY, PLANT AND EQUIPMENT, NET


	As of December 31,
	2022	2023	2023
	VND million	VND million	USD
Freehold land	1,854,095	2,014,497	84,408,657
Buildings and structures	18,212,817	20,730,635	868,626,288
Machinery and equipment	42,641,762	53,408,565	2,237,851,546
Leased-out batteries	2,383,095	4,782,818	200,403,000
Vehicles	1,135,902	2,316,130	97,047,264
Office equipment	861,099	845,043	35,407,819
Others	92,280	102,120	4,278,890
Subtotal	67,181,050	84,199,808	3,528,023,464
Less: Accumulated depreciation	( 8,938,736 )	( 14,443,576 )	( 605,194,670 )
Less: Impairment charges	( 1,053,647 )	( 2,077,258 )	( 87,038,381 )
Total property, plant and equipment, net	57,188,667	67,678,974	2,835,790,413

The Group recorded depreciation expenses of VND 5,849,238 million (USD 245.1 million), VND 3,924,658 million and VND 3,981,389 million for the years ended December 31, 2023, 2022 and 2021 respectively.

In 2023, the Group identified specific impairment indicators associated with individual assets of leased-out batteries due to competitive lease subscription fee provided to customers. The Group impaired these identified assets based on contractual lease payments agreed with customers. Impairment charges of VND 1,023,611 million (USD 42.9 million) relating to leased-out batteries under the Automotive and E-scooter segments were recognized during the year (2022: VND 1,053,647 million).

As of December 31, 2023, a portion of property, plant and equipment was mortgaged with banks to secure the Group’s loans and debts (Note 11).

As of December 31, 2022, 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 23).

During the year, the amount of interest cost that has been capitalized is VND 669.4 billion (USD 28.0 million) (2022: VND 357 billion, 2021: VND 323 billion).

10. INTANGIBLE ASSETS, NET AND GOODWILL


	As of December 31, 2022			As of December 31, 2023
		Accumulated	Net carrying		Accumulated	Net carrying	Net carrying
	Cost	amortization	value	Cost	amortization	value	value
	VND million	VND million	VND million	VND million	VND million	VND million	USD
Finite-lived intangible assets:
License	3,903,095	( 3,698,305 )	204,790	3,690,720	( 3,690,720 )	—	—
Software (i)	1,442,065	( 608,416 )	833,649	2,046,815	( 887,418 )	1,159,397	48,579,444
Purchased software under development phase	410,506	—	410,506	120,157	—	120,157	5,034,652
Others	17,176	( 5,050 )	12,126	18,446	( 6,280 )	12,166	509,763
Total	5,772,842	( 4,311,771 )	1,461,071	5,876,138	( 4,584,418 )	1,291,720	54,123,858

(i) Weighted-average remaining useful life of 53 months as of December 31, 2023 (2022: 43 months , 2021: 48 months ).

F-40

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

10. INTANGIBLE ASSETS, NET AND GOODWILL (continued)

The Group recorded amortization expenses of VND 466,454 million (USD 19.5 million), VND 2,341,850 million and VND 897,562 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The following table identifies the estimated amortization expense of the Group’s intangible assets as of December 31, 2023 for each of the next five years (in VND million):


2024	353,048
2025	356,247
2026	205,287
2027	153,558
2028 and thereafter	223,580

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,
	2022	2023	2023
	VND million	VND million	USD
Automotive	262,252	—	—
E-scooter	9,951	—	—
Total	272,203	—	—

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 reporting units

The Group is required to test its goodwill for impairment annually and more frequently if indicators of impairment exist.

There were no accumulated impairment losses as of December 31, 2022.

As of December 31, 2023, the Group elected to bypass the qualitative assessment and proceeded directly to perform the quantitative goodwill impairment test for the reporting units.

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 2022: 3 %). The after-tax discount rate applied to cash flow projections is 16 % (2022: 15 %). As a result of updating the estimates and assumptions after taking into account of actual performance, the estimated fair value of the automotive and e-scooter reporting units were less than their respective carrying values. Therefore, management recorded a full impairment of VND 272 billion (USD 11.4 million) for goodwill, for the year ended December 31, 2023.

F-41

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

11. INTEREST-BEARING LOANS AND BORROWINGS


		As of December 31,
	Note	2022	2023	2023
		VND million	VND million	USD
Short-term
Loans from banks	11.1	6,268,276	21,307,941	892,815,763
Current portion of long-term loans	11.2	8,311,277	7,143,376	299,311,824
Current portion of bonds	11.3	—	11,443,465	479,488,184
TOTAL		14,579,553	39,894,782	1,671,615,771
Long-term
Loans from banks	11.2	27,652,234	22,590,438	946,553,172
Bonds	11.3	13,972,726	7,551,628	316,417,833
Loans from others		—	28,083	1,176,695
TOTAL		41,624,960	30,170,149	1,264,147,700

As of December 31, 2023, the remaining balance of undrawn lines of credit for short-term financing was VND 2,176.6 billion (USD 91.2 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, 2023 were as follows:


Bank	As of December 31, 2023		Maturity	Collateral
		USD
		(Convenience
	VND million	translation)
Vietnam Prosperity Joint Stock Commercial	8,357,347	350,177,952	From January	Sharing collateral with a group of
Bank			2024 to	companies guaranteed the ultimate
			June 2024	parent company
Vietnam Technological and Commercial	4,336,556	181,704,349	From January to	Sharing collateral with a group of
Joint Stock Bank			November 2024	companies guaranteed the ultimate
				parent company
Saigon – Hanoi Commercial Joint Stock	1,999,554	83,782,536	From February	Sharing collateral with a group of
Bank			2024 to	companies guaranteed by certain shares
			December 2024	of the ultimate parent company
Joint stock Commercial Bank for Investment	1,495,421	62,659,055	From March	Certain shares of an affiliate of the
and Development of Viet Nam – Ha Thanh			2024 to June	Group held by the ultimate parent
Branch			2024	company
Joint stock Commercial Bank for Investment	1,300,000	54,470,795	From April	Certain shares of an affiliate of the
and Development of Viet Nam – Quang			2024 to June	Group held by the ultimate parent
Trung Branch			2024	company
Westlake Flooring Company, LLC	824,671	34,554,219	May 2024	Vehicles under loan contract
Ho Chi Minh City Development Joint Stock	2,994,392	125,466,857	From January	Certain shares of an affiliate of the
Commercial Bank			2024 to	Group held by the ultimate parent
			June 2024	company
TOTAL	21,307,941	892,815,763

Details of interest rate during the year of short-term borrowings as of December 31, 2023 were as follows:


Loans and borrowings	Currency	Interest rate applicable in 2023
Short-term Loans	VND	From 6.7 % to 15 %
UPAS Letter of Credit	VND	From 10.5 % to 14.5 %

F-42

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

11. INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.2 Long-term loans from banks

Details of long-term borrowings as of December 31, 2023 were as follows:


Lenders	As of December 31, 2023		Maturity date	Collateral
		USD
		(Convenience
	VND million	translation)
Syndicated loan No.1	13,997,995	586,524,554	From March 2024 to September 2030	(i)
In which: current portion	2,176,904	91,213,609
Syndicated loan No.2	4,473,261	187,432,372	From May 2024 to November 2024	(i)
In which: current portion	4,473,261	187,432,372
Syndicated loan No.4	2,200,874	92,217,967	From June 2024 to December 2026	(i)
In which: current portion	358,215	15,009,428
Syndicated loan No.5	3,127,891	131,060,546	From November 2024 to November 2029	(i)
In which: current portion	129,791	5,438,322
Syndicated loan No.6	5,918,804	248,001,508	From November 2025 to November 2026	(i)
Loan from others	14,989	628,049	From January 2024 to October 2026	Unsercured
In which: current portion	5,205	218,093
TOTAL	29,733,814	1,245,864,996
In which:
Non-current portion	22,590,438	946,553,172
Current portion	7,143,376	299,311,824

Details of long-term borrowings as of December 31, 2022 were as follows:


Lenders	As of December 31, 2022		Maturity date	Collateral
		USD
		(Convenience
	VND million	translation)
Syndicated loan No.1	15,287,959	640,574,834	From March 2023 to September 2030	(i)
In which: current portion	2,119,385	88,803,528
Syndicated loan No.2	5,563,099	233,097,251	From May 2023 to November 2024	(i)
In which: current portion	1,277,045	53,508,967
Syndicated loan No.3	4,714,072	197,522,501	April 2023	(i)
In which: current portion	4,714,072	197,522,501
Syndicated loan No.4	2,290,606	95,977,793	From December 2023 to December 2026	(i)
In which: current portion	176,775	7,406,981
Syndicated loan No.5	2,912,644	122,041,565	From November 2024 to November 2029	(i)
Syndicated loan No.6	5,137,283	215,255,300	From November 2025 to November 2026	(i)
Other loan from bank	57,848	2,423,868	From March 2023 to December 2024	(i)
In which: current portion	24,000	1,005,614
TOTAL	35,963,511	1,506,893,112
In which:
Non-current portion	27,652,234	1,158,645,521
Current portion	8,311,277	348,247,591

(i) As of December 31, 2023 and 2022, 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;

F-43

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

11. INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.2 Long-term loans from banks (continued)

● Certain shares of an affiliate held by another affiliate, certain shares of another subsidiary held by the ultimate parent company;

● Payment guarantee from the ultimate parent company and a commercial bank. The payment guarantee from the commercial bank is secured by certain properties held by affiliates;

As of December 31, 2023, the Group’s collateral cover ratio was less than the required ratio specified in certain borrowing agreements with outstanding balance amounting to VND 17,125,887 million (USD 718 million). 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 is in progress of completing administrative procedures with the relevant regulatory body to register the additional collaterals. Accordingly, VND 14,819,192 million (USD 621 million) under this borrowing agreement continued to be classified as non-current liabilities as of December 31, 2023.

Details of interest rate during the year of borrowings as of December 31, 2023 as follows:


Loans and borrowings	Currency	Interest rate applicable in 2023
Secured loans	VND	Floating interest rate, determined by the bank every six months, 10.2 % to 11.8 % per annum
Secured loans without swap contract	USD	Floating interest rate, from 4.93 % to 9.09 % 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

11.3 Bonds

The balance as of 31 December 2023 includes bonds arranged by a third counterparty:

● The bonds being due in December 2024 with a total issuance value of VND 11,500 billion. The remaining principal balance of the bonds is VND 11,443.5 billion (USD 479.5 million) (net of issuance costs) as of December 31, 2023. 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.

F-44

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

11. INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.3 Bonds (continued)

● The bonds being due in May 2025 with a total issuance amount of VND 2,000 billion. The remaining principal balance of the bonds is VND 1,985.7 billion (USD 83.2 million) (net of issuance costs) as at December 31, 2023. 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 VND 1,200 billion, of which the Group received a disbursement of VND 620 billion. The remaining principal balance of the bonds as of December 31, 2023 is VND 614.1 billion (USD 25.7 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 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 January 2025 and March 2025 and with a total expected issuance amount of VND 5,000 billion. The remaining principal balance of the bonds as of December 31, 2023 is VND 4,951.8 billion (USD 207.5 million) (net of issuance costs). The bonds are secured by shares of the ultimate parent company held by the Company’s General Director and bear interest at the rate from 14.4 % to 14.5 % per annum during the bond period.

12. CONVERTIBLE DEBENTURE

On December 29, 2023, the Company entered into the Yorkville Securities Purchase Agreement pursuant to which the Company issued and sold to Yorkville the Convertible Debenture in the principal amount of USD 50 million, which is convertible into the Company’s ordinary shares on the terms set forth therein, for a purchase price of USD 48.75 million. Principal, interest and any other payments due under the Convertible Debenture will be paid in cash on July 1, 2024 (the “Maturity Date”), unless converted by Yorkville or redeemed by the Company. The Convertible Debenture bears interest at an annual rate of 4 %, payable in cash at maturity. The Convertible Debenture provides that at any time on or after the Convertible Debenture is issued and remains outstanding, Yorkville is entitled to convert any portion of the outstanding and unpaid principal amount of the Convertible Debenture, together with any accrued but unpaid interest, into ordinary shares at a Conversion Price of USD 10 per share (up to 5,100,000 ordinary shares issuable upon the conversion of the convertible debenture). The Conversion Price will be adjusted from time to time pursuant to the terms and conditions of the Convertible Debenture. If a portion of converted ordinary shares is reduced following requirement by SEC in registrable securities included in a registration statement, the corresponding Conversion Amount will be payable in cash.

The Company, at its option and in its sole discretion, has the right, but not the obligation, to redeem (each, an “Optional Redemption”) early a portion or all amounts outstanding under the Convertible Debenture, provided that the Company provide Yorkville with at least ten scheduled trading days’ prior written notice (each, a “Redemption Notice”) of our desire to exercise an Optional Redemption. Each Redemption Notice will be irrevocable and will specify the date for the Optional Redemption (each, a “Redemption Date”), the outstanding principal of the Convertible Debenture to be redeemed and the Redemption Amount (as defined below) applicable to such principal. With respect to any Redemption Notice, the “Redemption Amount” will be an amount equal to the outstanding principal actually being redeemed by the Company (after giving effect to any conversions with a Conversion Date prior to the relevant Redemption Date) on the relevant Redemption Date, plus the applicable Redemption Premium, plus all accrued and unpaid interest on the principal amount being redeemed by the Company to, but excluding, the relevant Redemption Date. “Redemption Premium” means 5 % of the principal amount being redeemed pursuant to an Optional Redemption.

F-45

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

12. CONVERTIBLE DEBENTURE (continued)

Yorkville may declare the full unpaid principal amount of the Convertible Debenture, together with interest and other amounts owing in respect thereof, immediately due and payable in cash upon the occurrence of certain specified events of default and mandatory prepayment event. Upon the occurrence and during the continuance of certain specified additional interest event related to breach of Yorkville Registration Rights Agreement, interest will accrue on the outstanding principal balance of the Convertible

Debenture at a rate of 8 % per annum. Without duplication of the specified additional interest event, upon the occurrence and during the continuance of any event of default, interest will accrue on the outstanding principal balance of the Convertible Debenture at a rate of 15 % per annum.

Pursuant to the Registration Rights Agreement, the Company is required to file a registration statement registering the resale by Yorkville of any shares of the Company’s ordinary shares issuable upon conversion of the Convertible Debentures. On February 23, 2024, the Company and Yorkville signed an Amendment to extend the filing deadline of such registration statement to March 31, 2024.

The fair value as of December 29, 2023, was based on the cash proceeds at issuance in accordance with ASC 820.

13. DEPOSITS AND DOWN PAYMENT FROM CUSTOMERS

The balance as of December 31, 2023 is represents deposits and down payment received in advance from customers for sales of automobiles, escooters and service parts, which included VND 329.7 billion (USD 13.8 million) of refundable deposit liabilities and VND 858.2 billion (USD 36.0 million), as restated, non-refundable down-payment of contract liabilities. Revenue recognized in 2023 from these contract liabilities as of December 31, 2022 amounted to approximately VND 2,717.1 billion (USD 113.8 million) (in 2022: VND 1,009 billion, in 2021: VND 1,069 billion).

14. 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	2023	2023
			(Restated)	(Restated)
	VND million	VND million	VND million	USD
Beginning balance of the year	9,087	43,283	606,843	25,427,093
Additions	122,035	615,265	1,480,143	62,018,897
Revenue recognized	( 87,839 )	( 51,705 )	( 134,042 )	( 5,616,442 )
Ending balance of the year	43,283	606,843	1,952,944	81,829,548
In which :
Short-term	17,338	107,448	173,582	7,273,192
Long-term	25,945	499,395	1,779,362	74,556,356

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, 2022, revenue recognized during the year ended December 31, 2023 was VND 84.5 billion (USD 3.5 million). Of the total deferred revenue as of December 31, 2023, the Group expects to recognize VND 173.6 billion (USD 7.3 million) of revenue in the next 12 months. The remaining balance will be recognized over the performance period.

F-46

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

15. SHORT-TERM ACCRUALS


	As of December 31,
	2022	2023	2023
		(Restated)	(Restated)
	VND million	VND million	USD
Accruals for the purchase of raw material, machines and equipment, information technology systems and development costs	7,885,194	8,186,016	342,999,078
Accrued construction costs for factories and infrastructure	1,561,480	917,592	38,447,666
Accrued selling expenses	827,978	605,098	25,353,976
Accrued loan and bonds interests	500,259	668,000	27,989,609
Others	281,755	760,722	31,874,717
TOTAL	11,056,666	11,137,428	466,665,047

16. OTHER LIABILITIES


	As of December 31,
	2022	2023	2023
		(Restated)	(Restated)
	VND million	VND million	USD
Provision for contract penalty, compensations and purchase commitments	1,321,147	1,476,203	61,853,809
Tax payables	1,756,860	609,469	25,537,124
Assurance-type warranties	254,792	895,086	37,504,651
Payables to employees	631,064	773,628	32,415,486
Payables relating to business cooperation contract with Nam An (*)	—	5,814,429	243,628,132
Others	214,115	454,971	19,063,564
TOTAL OTHER CURRENT LIABILITIES	4,177,978	10,023,786	420,002,765
Assurance-type warranties	606,429	1,665,963	69,804,869
Payable relating to government grant	—	396,696	16,621,805
Others	—	131,594	5,513,869
TOTAL OTHER NON-CURRENT LIABILITES	606,429	2,194,253	91,940,543

(*) On March 9, 2023, the Group entered into a business cooperation contract with Nam An Investment and Trading Joint Stock Company (“Nam An”), and a subsequent appendix to the contract (collectively refer as “the BCC”). According to the BCC, Nam An provided VND 5,875 billion of cooperation capital to fund the development and construction of our automobile manufacturing facilities in Hai Phong.

In return for the cooperation capital, Nam An will be entitled to receive quarterly distributions of 0.25 % of the Group’s total revenue from sale of electric vehicles in all markets during the cooperation period payment on the 10 th day of the last month of each quarter. In addition, Nam An will receive 5 % of cooperation capital at the end of contract if the Group cannot meet the revenue schedule as mutually agreed upon by both parties.

The BCC has a term of 18 months , commencing from March 10, 2023, after which Nam An may either receive the cooperation capital amount, extend the agreement for an additional 18 months , or convert the cooperation capital amount into a secured loan. The interest rate for the potential loan would be mutually agreed upon, based on market conditions at the time of conversion.

F-47

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

16. OTHER LIABILITIES (continued)

Details of movement of certain provisions during the year are as below:


	Currency: VND million
	Provision for	Provision
	contract penalty	related
	and	to purchase	Assurance-type
	compensation	commitment	warranties	TOTAL
			(Restated)	(Restated)
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 provisions	—	—	( 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:	3,937,545	178,411	335,470	4,451,426
Provision made during the year	272,779	—	740,710	1,013,489
Change in accounting estimate for pre-existing provisions	( 157,349 )	( 7,728 )	( 25,024 )	( 190,101 )
Utilized	( 2,731,828 )	( 170,683 )	( 189,935 )	( 3,092,446 )
At December 31, 2022	1,321,147	—	861,221	2,182,368
At January 1, 2023:	1,321,147	—	861,221	2,182,368
Provision made during the year (i)	1,111,317	—	1,843,776	2,955,093
Change in accounting estimate for pre-existing provisions	—	—	222,988	222,988
Utilized	( 956,261 )	—	( 366,936 )	( 1,323,197 )
At December 31, 2023	1,476,203	—	2,561,049	4,037,252
USD	61,853,809	—	107,309,520	169,163,329

(i) The penalty and compensation costs incurred in 2023 were primarily related to the estimated charge from suppliers due to the cessation of production of certain e-scooter models and development of certain electric vehicle models.

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 lease agreements for lands, showrooms, ship, 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.

F-48

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

17. LEASES (continued)

Group as a lessee (continued)

The balances for the operating leases where the Group is the lessee are presented as follows:


	As of December 31,
	2022	2023	2023
	VND million	VND million	USD
Operating lease
Right-of-use assets – Operating lease	4,558,983	7,074,785	296,437,819
Total operating lease liabilities	4,025,234	6,847,762	286,925,417
In which:
Current portion of operating lease liabilities	768,883	1,520,305	63,701,710
Non-current operating lease liabilities	3,256,351	5,327,457	223,223,707
In which:
Lease liabilities from related parties (*)	689,846	1,098,369	46,022,333
Lease liabilities from third parties	3,335,388	5,749,393	240,903,084

(*) Detail of balance of lease liabilities from related parties are as follows:


	As of December 31,
	2022	2023	2023
	VND million	VND million	USD
Vinhomes JSC	41,517	36,133	1,513,995
VHIZ JSC	—	480,290	20,124,445
Vincom Retail JSC	237,939	251,927	10,555,895
Vincom Retail Operation LLC	410,390	310,162	12,995,978
Others	—	19,857	832,020
TOTAL	689,846	1,098,369	46,022,333

The components of lease expense are as follows:


	For the year ended December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Operating lease expense	336,644	757,710	1,729,244	72,456,381
Finance lease expense	12,421	—	—	—

Other information related to operating leases where the Group is the lessee is as follows:


	As of December 31,
	2022		2023
Weighted-average remaining lease term: (months)
Operating lease	79		76
Weighted-average discount rate:
Operating leases	9.20	%	11.26	%

F-49

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

17. LEASES (continued)

Group as a lessee (continued)

Supplemental cash flow information related to operating leases where the Group is the lessee was as follows:


	For the year ended December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases	289,642	638,235	1,549,627	64,930,319

As of December 31, 2023 and 2022, the maturities of operating lease liabilities (excluding short-term leases) were as follows:


	As of December 31,
	2022	2023	2023
	VND million	VND million	USD
Less than 1 year	811,630	1,611,095	67,505,866
From 1 to 2 years	905,685	1,829,025	76,637,266
From 2 to 3 years	904,013	1,700,901	71,268,792
From 3 to 4 years	822,308	1,513,648	63,422,777
From 4 to 5 years	647,396	949,310	39,776,670
Thereafter	2,086,969	2,711,211	113,601,399
TOTAL	6,178,001	10,315,190	432,212,770
Less: Imputed interest	2,152,767	3,467,428	145,287,353
Present value of lease obligations	4,025,234	6,847,762	286,925,417
Less: Current portion	768,883	1,520,305	63,701,710
Non-current portion of lease obligations	3,256,351	5,327,457	223,223,707

Group as a lessor

Operating Lease and Sales-type Lease Receivables

The Group is the lessor of batteries of EV and E-scooter (Note 2(p)).

As of December 31, 2023 and 2022, 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,
	2022	2023	2023	2022	2023	2023
	VND million	VND million	USD	VND million	VND million	USD
Less than 1 year	18,677	107,553	4,506,536	92,632	165,767	6,945,739
From 1 to 2 years	18,677	107,553	4,506,536	92,632	165,767	6,945,739
From 2 to 3 years	18,677	107,553	4,506,536	92,632	165,767	6,945,739
From 3 to 4 years	18,677	107,553	4,506,536	92,632	165,767	6,945,739
From 4 to 5 years	18,677	107,553	4,506,536	92,632	165,767	6,945,739
Thereafter	56,031	322,353	13,506,789	367,748	653,545	27,383,935
TOTAL	149,416	860,118	36,039,469	830,908	1,482,380	62,112,630

F-50

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

17. 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,
	2022	2023	2023
	VND million	VND million	USD
Gross lease receivables	149,417	904,418	37,895,667
Received cash	( 2,649 )	( 53,765 )	( 2,252,786 )
Unearned interest income	( 59,258 )	( 142,436 )	( 5,968,156 )
Net investment in sales-type leases	87,510	708,217	29,674,725
Reported as:
Current net investment in sales-type lease	5,448	87,552	3,668,482
Non-current net investment in sales-type lease	82,062	620,665	26,006,243
Net investment in sales-type leases	87,510	708,217	29,674,725

Lease income in operating lease


	For the year ended December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Lease income relating to lease payments	11,466	26,387	233,817	9,797,059
Lease income relating to variable lease payments not included in the measurement of the lease receivable	7,770	14,065	67,272	2,818,722

18. 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, 2023, 2022 and 2021 were:


	For the year ended December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Income taxes
Current income tax expense	58,701	—	111,426	4,668,859
Deferred income tax expense/(income)	150,536	946,738	( 22,294 )	( 934,174 )
Income tax expense reported in the consolidated statement of operations	209,237	946,738	89,132	3,734,685

F-51

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

18. 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	2022	2023	2023
	VND million	VND million	VND million	USD
Loss before tax expense	( 32,009,724 )	( 48,902,132 )	( 57,340,446 )	( 2,402,599,765 )
Income tax benefit computed at the Vietnam statutory tax rate of 20 %	( 6,401,985 )	( 9,780,426 )	( 11,468,089 )	( 480,519,945 )
Effect of preferential tax rates	3,086,200	4,397,659	5,189,246	217,432,638
Foreign tax rates differential	( 128,853 )	( 232,379 )	( 348,459 )	( 14,600,645 )
Non-deductible expenses	181,983	684,104	2,411,043	101,024,110
Change in valuation allowance	3,471,892	5,877,780	4,305,391	180,398,527
Estimated income tax expense	209,237	946,738	89,132	3,734,685

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, 2023.

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 2023, VinFast Vietnam is entitled to a preferential tax rate of 10 % and CIT exemption, leading to the effective tax rate of 0 %.

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.

F-52

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

18. CORPORATE INCOME TAX (continued)

18.2 Deferred tax


	For the year ended December 31,
	2021	2022	2023	2023
			(Restated)	(Restated)
	VND million	VND million	VND million	USD
Deferred tax assets
Unrecognised tax loss carried forward	1,745,182	3,238,531	5,063,200	212,151,177
Deferred tax assets from lease back transaction	—	2,806,243	3,159,925	132,402,791
Written-off R&D expenses	118,549	877,778	2,135,639	89,484,581
Lease liabilities	384,044	904,451	1,063,152	44,546,719
Exceeding-deductible-cap interest expense carried forward	430,351	728,237	1,119,351	46,901,492
Start-up costs	—	704,720	794,479	33,289,156
Provision for net realizable value of inventory	11,281	192,142	446,205	18,696,262
Impairment of lease assets	—	122,954	44,663	1,871,407
Others	534,947	173,872	728,464	30,523,087
Total deferred tax assets	3,224,354	9,748,928	14,555,078	609,866,672
Less valuation allowance	( 2,840,310 )	( 7,570,934 )	( 12,056,112 )	( 505,158,468 )
Total deferred tax assets, net amount	384,044	2,177,994	2,498,966	104,708,204
Deferred tax liabilities
Deferred tax liabilities from lease back transaction	—	( 2,115,120 )	( 2,202,528 )	( 92,287,271 )
Right-of-use assets	( 384,044 )	( 904,451 )	( 1,063,152 )	( 44,546,719 )
Others	( 1,243 )	( 106,404 )	( 158,973 )	( 6,661,066 )
Total deferred tax liabilities	( 385,287 )	( 3,125,975 )	( 3,424,653 )	( 143,495,056 )
Net deferred tax liabilities	( 1,243 )	( 947,981 )	( 925,687 )	( 38,786,852 )
Reflected in the consolidated balance sheet as follows:
Deferred tax assets	50,219	—	—	—
Deferred tax liabilities	( 51,462 )	( 947,981 )	( 925,687 )	( 38,786,852 )
Deferred tax liabilities, net	( 1,243 )	( 947,981 )	( 925,687 )	( 38,786,852 )

F-53

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

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 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	2023	2023
	VND million	VND million	VND million	USD
Balance at beginning of the year	1,721,902	2,840,310	7,570,934	317,226,766
Additions	1,118,408	4,730,624	4,485,178	187,931,702
Balance at end of the year	2,840,310	7,570,934	12,056,112	505,158,468

Tax losses carried forward

The tax losses carried forward mainly come from Vietnamese entities, which 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, 2023, the Group had accumulated tax losses of VND 71,007.6 billion (USD 2,975.3 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:


				Tax losses amount
		Tax losses amount		after fortfeit
		(Restated)	Forfeited amount	(Restated)
Originating year	Can be utilized up to	VND million	VND million	VND million
2018	2023	38,141	( 38,141 )	—
2019	2024	3,159,750	—	3,159,750
2020	2025	10,146,449	—	10,146,449
2021	2026	16,833,932	—	16,833,932
2022	2027	26,647,819	—	26,647,819
2023	2028	5,032,327	—	5,032,327
TOTAL		61,858,418	( 38,141 )	61,820,277

As of December 31, 2023, the Group has tax losses arising in subsidiaries other than Vietnam of VND 9,187.3 billion (USD 385 million) that will be carried for deduction against future taxable profit depending on the local tax regulations.

Interest expense exceeds the prescribed threshold

The Group is entitled to carry forward interest expense exceeding the prescribed threshold that have not been deducted when calculating CIT for the current year (“non-deductible interest expenses”) to the following year when determining the total deductible interest expenses of the following year. The subsequent period that the interest expense can be carried forward to will not exceed consecutive period of 5 years subsequent to the year in which the non-deductible interest expense incurred. No deferred tax assets were recognised in respect of the remaining non-deductible interest expense because of the uncertainty in predicting whether this non-deductible interest expense will be carried forward in the remaining time limit or not.

F-54

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

18. CORPORATE INCOME TAX (continued)

Uncertain tax position

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, 2023, 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 2023 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.

19. OTHER INCOME AND EXPENSES AND LOSSES PER SHARE

19.1 Other operating income/expenses


	For the year ended December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Other operating income
Foreign exchange gains	450,380	33,774	—	—
Voucher terminated	197,760	47,760	207,098	8,677,533
Interest due to late payment from customers	—	—	163,754	6,861,393
Others	40,438	111,558	99,575	4,172,253
Total	688,578	193,092	470,427	19,711,179
Other operating expenses
Foreign exchange losses	1,611	861,935	676,986	28,366,128
Penalties	112,704	—	—	—
Loss from disposal of long-lived assets	113,395	—	81,165	3,400,863
Others	48,396	47,536	234,050	9,806,838
Total	276,106	909,471	992,201	41,573,829
Net other operating expenses	412,472	( 716,379 )	( 521,774 )	( 21,862,650 )

19.2 Finance income


	For the year ended December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Interest income on loan receivables	415,230	81,836	37,950	1,590,128
Interest income on sales-type lease	25,054	1,749	29,410	1,232,297
Others	5,855	4,475	16,493	691,067
Total	446,139	88,060	83,853	3,513,492

F-55

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

19. OTHER INCOME AND EXPENSES AND LOSSES PER SHARE (continued)

19.3 Finance costs


	For the year ended December 31,
	2021	2022	2023	2023
	VND million	VND million	VND million	USD
Contractual coupons on loans and borrowings	3,442,117	5,883,067	8,958,420	375,363,278
Change in amortized costs of financial instruments measured at amortized cost	1,156,118	1,999,914	2,833,459	118,723,665
Others	—	76,859	341,521	14,309,939
Total	4,598,235	7,959,840	12,133,400	508,396,883

19.4 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, 2023, 2022 and 2021. Details are as below:


	For the year ended December 31,
	2021	2022	2023	2023
			(Restated)	(Restated)
	VND million	VND million	VND million	USD
Net loss attributable to controlling interests	( 32,183,727 )	( 49,783,795 )	( 57,354,813 )	( 2,403,201,751 )
Net loss attributable to controlling interests adjusted for the effect of dilution	( 32,183,727 )	( 49,783,795 )	( 57,354,813 )	( 2,403,201,751 )


				Unit: Shares
Weighted average number of ordinary shares for basic earnings per share	1,578,726,324	2,299,008,659	2,310,823,009	2,310,823,009
Weighted average number of ordinary shares adjusted for the effect of dilution	1,578,726,324	2,299,008,659	2,310,823,009	2,310,823,009


	For the year ended December 31,
	2021	2022	2023	2023
			(Restated)	(Restated)
	VND	VND	VND	USD
Basic loss per share	( 20,386 )	( 21,654 )	( 24,820 )	( 1.04 )
Diluted loss per share	( 20,386 )	( 21,654 )	( 24,820 )	( 1.04 )

F-56

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

19. OTHER INCOME AND EXPENSES AND LOSSES PER SHARE (continued)

19.4 Loss per share (continued)

For the year ended December 31, 2023, the Company had potential ordinary shares, including unvested shares, convertibles notes, warrants and debenture note. As the Company incurred loss for the year ended December 31, 2023, these potential ordinary shares were anti-dilutive and excluded from the calculation of diluted net loss per share of the Company. The weighted average number of these potential ordinary shares were excluded from the calculation of diluted net loss per share as below:


	For the year ended December 31, 2023
Unvested shares for service providers	83,334
DPS (Note 21)	62,806,375
Number of outstanding warrants (Note 21)	3,321,002
Convertible Debenture (Note 12)	4,875,000

In January 2022, the Company effected a 100 -for-one split of ordinary shares. On August 1, 2023, the shareholders of the Company approved the consolidation of 2,412,852,458 existing ordinary shares in the capital of the Company (“Existing Shares”) held by shareholders of the Company into 2,299,999,998 ordinary shares in the capital of the Company (the “Consolidated Shares”) without any change in the paid-up share capital amount. 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 and the share consolidation.

20. FAIR VALUE HIERARCHY

A. 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, 2022
	Quoted prices in		Significant
	active markets for	Significant other	unobservable
	identical instruments	observable inputs	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
- Derivative assets — cross-currency interest rate swaps contracts (i)	—	—	1,229,050	1,229,050
In which:
Non-current portion	—	—	696,332	696,332
Current portion	—	—	532,718	532,718
At December 31, 2022	—	—	1,229,050	1,229,050
Financial liabilities:
Financial liabilities at fair value through profit or loss
- Long-term financial liabilities in respect of DPS2 (Note 21)	—	—	15,180,723	15,180,723
At December 31, 2022	—	—	15,180,723	15,180,723

(*) There were no transfers into or out of Level 3 of the fair value hierarchy during the year ended December 31, 2022.

F-57

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

20. FAIR VALUE HIERARCHY (continued)

A. 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, 2023
	Quoted prices in		Significant
	active markets for	Significant other	unobservable
	identical instruments	observable inputs	inputs	Total	Total
	(Level 1)	(Level 2)	(Level 3) (*)
	VND million	VND million	VND million	VND million	USD
Financial assets:
Financial assets at fair value through profit or loss
- Derivative assets — cross-currency interest rate swaps contracts (i)	—	—	614,134	614,134	25,732,590
In which:
Non-current portion	—	—	66,124	66,124	2,770,636
Current portion	—	—	548,010	548,010	22,961,954
At December 31, 2023	—	—	614,134	614,134	25,732,590
Financial liabilities:
Financial liabilities at fair value through profit or loss
- Financial liabilities in respect of DPS2 (Note 21)	—	—	18,258,063	18,258,063	765,024,009
- Warrant liability (Note 21)	137,057	—	—	137,057	5,742,772
In which:
Non-current portion	137,057	—	—	137,057	5,742,772
Current portion	—	—	18,258,063	18,258,063	765,024,009
At December 31, 2023	137,057	—	18,258,063	18,395,120	770,766,781

(*) There were no transfers into or out of Level 3 of the fair value hierarchy during the year ended December 31, 2023.

F-58

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

20. FAIR VALUE HIERARCHY (continued)

A. 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:


			Net change in unrealized
	As of	Initial recognition	fair value recognized in	As of
	January 1,	during	consolidated statements	December 31,
	2022	the year	of operations	2022
	VND million	VND million	VND million	VND million
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
In which:
Non-current portion	5,291	—	691,041	696,332
Current portion	—	—	532,718	532,718
Financial liabilities:
Financial liability at fair value through profit or loss
- Financial liabilities in respect of DPS2 (Note 21)	—	13,995,359	1,185,364	15,180,723
- 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
Current portion	1,111,473	—	( 1,111,473 )	—

F-59

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

20. FAIR VALUE HIERARCHY (continued)

A. 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	Net change in		As of	As of
	January 1,	fair value		December 31,	December 31,
	2023	during the year	Reclassification	2023	2023
	VND million	VND million	VND million		USD
Financial assets:
Financial assets at fair value through profit or loss
- Derivative asset — cross-currency interest rate swaps contract (i)	1,229,050	( 614,916 )	—	614,134	25,732,590
In which:
Non-current portion	696,332	( 630,208 )	—	66,124	2,770,636
Current portion	532,718	15,292	—	548,010	22,961,954
Financial liabilities:
Financial liability at fair value through profit or loss
- Financial liabilities in respect of DPS2 (Note 21)	15,180,723	3,077,340	—	18,258,063	765,024,009
In which:
Non-current portion	15,180,723	3,077,340	( 18,258,063 )	—	—
Current portion	—	—	18,258,063	18,258,063	765,024,009

(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 CCIRS contract of the loan No.3 was expired in April 2023. The outstanding notional amounts of the Group’s derivative instruments were maximum equal to the carrying value of syndicated loans No. 1 and No. 2 as disclosed in Note 11.2.

As of December 31, 2023, the total net amount of fair value of the CCIRS derivative assets were VND 614.1 billion (USD 25.7 million) (2022: VND 1,229.1 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 2023 was recorded as net gain on financial instruments at fair value through profit or loss in the consolidated statement of operations.

In the second quarter of 2023, certain CCIRS contracts were modified to replace the LIBOR rate with the Term Secured Overnight Financing Rate (“Term SOFR”). The Company elected to apply the optional expedient (with the required criteria met) to the modification of CCIRS contracts and accordingly, did not remeasure at the modification date.

F-60

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

20. FAIR VALUE HIERARCHY (continued)

B Valuation processes

Valuation methods and assumptions

The following methods and assumptions were used for the estimation of recurring fair value measurements categorized within 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, 2023 and as of December 31, 2022 are shown below:


	Valuation		Significant unobservable	Rate
Item	technique	Valuation date	inputs	(%/annum)
CCIRS contract of the loan No.1	Discounted Cash Flow (“DCF”)	December 31, 2022	Interpolated LIBOR for subsequent years	4.41 - 4.96
		December 31, 2023	Interpolated SOFR for subsequent years	4.70 - 5.54
CCIRS contract of the loan No.2	DCF	December 31, 2022	Interpolated LIBOR for subsequent years	4.54 - 4.97
		December 31, 2023	Interpolated SOFR for subsequent years	4.98 - 5.57
CCIRS contract of the loan No.3	DCF	December 31, 2022	Interpolated LIBOR for subsequent years	4.86 - 4.89
		December 31, 2023	Interpolated SOFR for subsequent years	Expired in April 2023
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
			Probability of expected events & expected exercise date Fair value of the ordinary shares ($) (i)	3.31
			Dividend yield ($) (ii)	0
			Volatility (ii)	85 % - 88 %
	Binomial option pricing model – Lattice model and Available Market Price (AMP)	December 31, 2023	Credit spread of the Company (ii)	12.46
			Probability of expected events & expected exercise date
			Dividend yield ($) (ii)	0
			Volatility (ii)	66.6 %

(i) The fair value of ordinary shares as of December 31, 2022 was 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.

F-61

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

20. FAIR VALUE HIERARCHY (continued)

The fair value of the ordinary shares as of December 31, 2023 of $ 8.37 is determined as the market price of AMP ordinary shares as at the valuation date with the assistance of an independent third party valuer. An 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.

(ii) The risk-free rates are estimated based on the curve of USD SOFR 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. An 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.

21. WARRANT INSTRUMENTS AND DIVIDEND PREFERENCE SHARES

(i) As a result from the Business Combination Agreement with Black Spade (Note 1(b)), there were 14,829,989 warrants outstanding as of August 14, 2023. The fair value of warrant liability would be revaluated at the exercised date or at the end of each reporting period, based on the trading price of warrants on the market, with the change in fair value being recorded as a gain/loss in the consolidated statements of operations. The fair value of the warrant liability would continue to be classified as a liability until the warrants are exercised or expired or an amendment of the warrant agreement renders these warrants to be no longer classified as a liability. Details of warrants excerised during the year as belows:


	Number of		Value of warrants
	warrants	Exercised warrant’s	exercised (VND
Exercised date	exercised	fair value (USD)	million)
September 11, 2023	8,952,668	5.22	1,132,105
September 12, 2023	1,548,597	5.79	217,524
September 13, 2023	301,203	5.725	41,937
September 14, 2023	79,164	5.49	10,598
September 15, 2023	243,403	6.05	35,968
September 18, 2023	32,246	5.83	4,611
September 19, 2023	306,104	6.4	48,085
September 20, 2023	45,601	5.95	6,643
Total	11,508,986		1,497,471

There were 3,321,002 warrants outstanding and exercisable as of December 31, 2023, with the fair value of USD 1.69 per warrant and the exercise price of USD 11.5 per warrant. These warrants will expire five years after the completion of a Business Combination with Black Spade or earlier upon redemption or liquidation.

(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, USD 525 million aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘First Closing Bonds’) and USD 100 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 has the 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.

F-62

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

21. WARRANT INSTRUMENTS AND DIVIDEND PREFERENCE SHARES (continued)

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. Pursuant to the Deed Poll, the Company is required to file a registration statement, at the Company’s sole cost and expense, registering the resale of exchange shares upon conversion of the EB. On February 29, 2024, a Supplemental Deed Poll was signed to extend the filing deadline of such registration statement to March 31, 2024, after receiving the approval from EB investors.

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”) (Note 22).

In May and June 2022, VinFast Vietnam issued DPS2 amounting to VND 11,745.72 billion and VND 2,249.64 billion 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 at the conversion rate 1 :1 and the conversion rate can be adjusted based on the occurrence of the Adjusting Event which is defined in accordance with relevant documents and dependent on whether the appropriate internal approvals of VinFast Vietnam is in place or not.

In July 2022, the Company entered into a put option agreement with Vingroup JSC, 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 Company.

As of December 31, 2023, the fair value of the Financial liabilities in respect of DPS2 was VND 18,258.1 billion (USD 765.0 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.

F-63

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

22. TRANSACTIONS WITH RELATED PARTIES

The principal related parties with which the Group had significant transactions during the years ended December 31, 2023, 2022 and 2021 presented are as follows:


Related parties		Relationship with the Company
Pham Nhat Vuong		General Director
Vingroup JSC		Ultimate Parent
VIG		Shareholder
Asian Star Trading & Investment Pte. Ltd. (“Asian Star”)		Shareholder
VinES Energy Solutions JSC (“VinES JSC”)		Entity under common control
Vinbus Ecology Transport Services Limited Liability Company (“Vinbus Ecology LLC”)		Entity under common control
Vincom Retail JSC		Entity under common control
Vincom Retail Operation Company Limited (“Vincom Retail Operation LLC”)		Entity under common control
VIN3S JSC		Entity under common control
Vinhomes Industrial Zone Investment JSC (“VHIZ JSC”)		Entity under common control
Vinhomes JSC		Entity under common control
Vinpearl JSC		Entity under common control
Vinsmart Research and Manufacture JSC (“Vinsmart JSC”)		Entity under common control
VinFast Lithium Battery Pack Limited Liability Company (“VinFast Lithium Battery Pack LLC”)		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
Green and Smart Mobility Joint Stock Company (“GSM JSC”)		Entity under common control
Ecology Development and Investment Joint Stock Company (“Ecology JSC”)		Entity under common control
Suoi Hoa Urban Development and Investment Joint Stock Company (“Suoi Hoa JSC”)		Entity under common control
VinCSS Internet Security Services Joint Stock Company (“VinCSS JSC”)		Entity under common control
VinITIS Transmission Infrastructure and Information Technology Solution (“VinITIS JSC”)		Entity under common control
Vantix Technology Solutions and Services Joint Stock Company		Entity under common control
VinBigData Joint Stock Company (“VinBigData JSC”)		Entity under common control

F-64

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

22. TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2023 and 2022 were as follows:


		For the year ended December 31,
		2021	2022	2023	2023
Related party	Transactions	VND million	VND million	VND million	USD
Vingroup JSC	Borrowings	31,938,007	51,879,878	73,708,579	3,088,434,551
	Borrowings (converted from interest payable)	—	2,625,845	—	—
	Borrowings (converted from the Group’s consideration payable to Vingroup JSC for acquisition of Vingroup Investment)	4,693,380	—	—	—
	Interest expense	1,229,683	2,349,133	3,757,113	157,425,333
	Capital contribution by offsetting against borrowings	4,121,775	45,733,714	—	—
	Capital contribution receipt in cash	2,515,000	6,000,000	—	—
	Capital contribution by offsetting against P -notes	—	25,782,160	—	—
	Capital contribution receipt in cash	—	163,392	—	—
	Issuance of DPS2	—	13,995,359	—	—
	Cash received from selling car vouchers	—	700,150	—	—
	Payable due to the acquisition of VinFast Vietnam by VinFast Auto	25,782,160	—	—	—
	Advance to acquire shares of VinFast Vietnam	235,000	—	—	—
	Information technology service fee	9,238	18,348	23,400	980,474

F-65

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

22. TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2023, 2022 and 2021 were as follows (continued):


		For the year ended December 31,
		2021	2022	2023	2023
Related party	Transactions	VND million	VND million	VND million	USD
Asian Star	Borrowings	—	94,920	—	—
	Capital contribution receipt in cash	—	47,569	—	—
	Sponsorship contribution – accounted for as deemed contribution	—	—	1,667,786	69,881,254
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	—	—
	Consideration receivable from disposal of ICE assets which was used to offset against debts related to lease back ICE assets	—	1,148,215	—	—
	Cash received for disposal of ICE assets (inclusive of VAT receivable)	—	2,000,000	—	—
	Capital contribution receipt in cash	5,870,619	106,168	—	—
	Advance to acquire shares of VinFast Vietnam	226,917	—	—	—
Pham Nhat Vuong	Sponsorship contribution - accounted for as deemed contribution	—	350,000	18,980,000	795,273,611
	Capital contribution in cash	247,963	—	—	—
Vinhomes JSC	Cash received from selling car and e-scooter vouchers	3,967,140	5,345,953	937,953	39,300,804
	Sale of smart devices	—	1,933	136,773	5,730,872
	Borrowings	4,270,000	—	—	—
	Reduction of borrowings through offsetting debt	1,921,337	—	—	—
	Service fee	41,627	73,091	68,002	2,849,325
Vinpearl JSC	Borrowing	—	500,000	—	—
	Interest expenses	—	13,956	20,523	859,926
	Interest receivable	244,557	72,353	9,862	413,224
	Purchase of hospitality vouchers	165,303	56,095	160,564	6,727,730
	Purchase of other services	18,811	99,224	96,026	4,023,548
	Advance to buy voucher	—	150,000	—	—
	Hotel service expenses	121,122	99,794	43,044	1,803,570
	Sale of vehicles and spare parts	—	40,249	26,696	1,118,579
	Loan receivables	4,353,000	—	—	—
VinBigData JSC	Purchase of assets, tools	—	43,273	49,385	2,069,262

F-66

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

22. TRANSACTIONS WITH RELATED PARTIES (continued)

Significant transactions with related parties during the year ended December 31, 2023, 2022 and 2021 were as follows (continued):


		For the year ended December 31,
		2021	2022	2023	2023
Related party	Transactions	VND million	VND million	VND million	USD
VinES JSC	Sale of battery parts and finished batteries	—	1,355,548	—	—
	Transfer of battery production facilities	—	5,061,503	85,799	3,595,031
	Processing fee	—	—	892,591	37,400,109
	Purchase of finished battery packs, tools and service	—	5,413,397	1,309,497	54,868,725
	Payment on behalf related to batteries purchase	—	7,448,574	16,813	704,475
	Purchase of raw material and spare parts	—	—	699,999	29,330,386
Vinsmart JSC	Purchase of fixed assets, tools, materials and goods	595,827	3,178,988	25,279	1,059,206
	Loan receivable	1,227,000	—	—	—
	Transfer of investments	634,406	—	—	—
	Purchase of smartphones	930,065	—	—	—
VHIZ JSC	Contractual profit sharing under business investment and cooperation contract	336,000	56,000	—	—
	Interest expense	—	1,202,202	1,574,845	65,986,969
	Payment on behalf	—	377,921	171,750	7,196,430
Vincom Retail JSC	Borrowings	295,000	3,250,000	3,540,000	148,328,166
	Interest expense	5,173	54,547	42,262	1,770,804
Vincom Retail Operation LLC	Rental showrooms and charging stations	76,666	110,077	109,551	4,590,254
	Borrowings	—	4,570,000	6,920,000	289,952,233
	Interest expense	—	55,726	117,031	4,903,670
Suoi Hoa JSC	Borrowings	—	—	685,000	28,701,919
VIN3S JSC	Purchase of information technology services and software	148,586	350,577	23,959	1,003,897
VinFast Lithium Battery Pack LLC	Purchase of assets, materials and tools	189,407	319	5,140	215,369
Vantix JSC	Purchase of services	—	6,435	24,690	1,034,526
Vinbus Ecology LLC	Revenue from sale of electric buses	480,102	847,128	170,427	7,140,996
Ecology JSC	Revenue from sale of electric buses	—	46	254,902	10,680,550
GSM JSC	Revenue from sale of vehicles, including bill and hold sale, as restated	—	—	18,557,705	777,579,192
	Other revenues	—	—	9,184	384,815
	Late payment penalty interest	—	—	143,856	6,027,654
VinCSS JSC	Information technology service fee	8,505	73,421	94,196	3,946,870
VinITIS JSC	Information technology service fee	25,917	28,959	60,020	2,514,875
VinBigData JSC	Purchase of assets and tools	—	43,273	49,385	2,069,262

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VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

22. TRANSACTIONS WITH RELATED PARTIES (continued)

Terms and conditions of transactions with related parties during the years

During the year ended December 31, 2023, 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 5.7 % or 15 % 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 years ended December 31, 2023, 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.

Capital Funding Agreement

VinFast Vietnam, a subsidiary, has entered into the non-binding Capital Funding Agreement and the related amendment with the Company’s General Director, Mr. Pham Nhat Vuong and Vingroup JSC, Asian Star, VIG (hereby called the Initial Shareholders) that provides a framework for us to receive up to VND 60,000.0 billion (USD 2,514.0 million), consisting of VND 24,000.0 billion (USD 1,005.6 million) in grants from the General Director, Mr. Pham Nhat Vuong, directly or through the Asian Star and VIG, as well as up to VND 24,000.0 billion (USD 1,005.6 million) in loans and up to VND 12,000.0 billion (USD 502.8 million) in grants from Vingroup JSC by April 2024, in amounts to be mutually agreed, at such time as required by VinFast and subject to the Company’s General Director and the Company’s Initial Shareholders having sufficient financial resources. As of December 31, 2023, Mr. Pham Nhat Vuong and Asian Star have disbursed an aggregate amount of VND 20,647.8 billion (USD 865.2 million) to VinFast as a free grant and Vingroup has disbursed approximately VND 23,986.6 billion (USD 1,005.1 million) in loans to VinFast in accordance with the Capital Funding Agreement.

Transactions with VIG JSC related to internal combustion engine (“ICE”) assets disposal in 2022

In 2022, VinFast Vietnam disposed ICE Assets to VIG. 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 VND 13,604.2 billion. During 2022, VIG settled a portion of the consideration. For the purpose of presentation, the net gain of VND 13,604.2 billion is presented net of the outstanding receivable due from VIG of VND 1,642.5 billion (USD 68.8 million). As a result, the net impact of VND 11,961.7 billion (USD 501.2 million) is recognized in the consolidated statements of shareholders’ equity as a deemed contribution arising from the disposal of the ICE assets.

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Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

22. TRANSACTIONS WITH RELATED PARTIES (continued)

Amounts due to and from related parties as of December 31, 2023 and 2022:


	As of December 31,
	2022	2023	2023
		(Restated)	(Restated)
	VND million	VND million	USD
Amounts due from related parties
Short-term loans, advance to and receivables from related parties	1,978,097	2,605,366	109,166,429
Short-term loans (Note 22a)	545,400	—	—
Short-term advance to and receivables (Note 22b)	1,432,697	2,605,366	109,166,429
Long-term loans to and receivables	44,533	47,443	1,987,891
Long-term receivables	44,533	47,443	1,987,891
Total	2,022,630	2,652,809	111,154,320

Amounts due to related parties
Short-term payables to and borrowings from related parties	17,325,317	44,338,043	1,857,791,125
Short-term payables (Note 22b)	16,605,397	6,910,748	289,564,568
Short-term borrowings (Note 22a)	719,920	37,427,295	1,568,226,557
Long-term payables to related parties	21,918,710	18,151,355	760,552,879
Long-term payables (Note 22b)	14,371,365	15,765,658	660,590,715
Long-term borrowings (Note 22a)	7,547,345	2,385,697	99,962,164
Total	39,244,027	62,489,398	2,618,344,004

a) Detail of loans to and borrowings from related parties:

As of December 31, 2023:


		Interest rate
Related parties	VND million	per annum		Maturity date
Short-term borrowings from related parties
Vingroup JSC	37,410,790	From 5.7 % to 12	%	From February 2024 to December 2024
Vinpearl Australia Pty Ltd.	16,505	7	%	August 2024
Total	37,427,295
Long-term borrowings from a related party
Vingroup JSC	2,385,697	From 14.5 % to 15	%	August 2025 and September 2026
Total	2,385,697

F-69

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

TRANSACTIONS WITH RELATED PARTIES (continued)

a) Detail of loans to and borrowings from related parties: (continued)

As of December 31, 2022:


		Interest rate
Related parties	VND million	per annum		Maturity date
Short-term loans to a related party
Vinpearl JSC	545,400	9	%	September 2023
Total	545,400
Short-term borrowings from related parties
Vingroup JSC	325,000	9	%	From August 2023 to October 2023
Vinpearl JSC	300,000	9	%	August 2023
Asian Star	94,920	7.5	%	June 2023
Total	719,920
Long-term borrowings from a related party
Vinpearl JSC	7,547,345	9	%	February 2024 and December 2026
Total	7,547,345

b) Detail of other balance due from and due to related parties:

As of December 31, 2023:


Related parties	Transactions	VND million
Short-term advance to and receivables from related parties
GSM JSC	Receivable from sale of vehicles, as restated	1,819,845
Ecology JSC	Receivable from sale of electric buses	275,215
VinES JSC	Receivable from disposal of assets	237,184
Vinhomes JSC	Receivable from sale of smart devices	87,735
Vinbus Ecology LLC	Receivable from sale of electric buses	75,010
VHIZ JSC	Payment on behalf and others	36,760
Others	Other advance and short-term receivables	73,617
Total		2,605,366
Short-term payables to related parties
VHIZ JSC	Payable for leaseback transaction and others	1,165,590
Vingroup JSC	Interest payables and others	1,781,633
Vinsmart JSC	Payable for purchasing of raw materials and assets	114,633
Vinhomes JSC	Car vouchers which have not been redeemed	888,801
	Other payables	1,496,378
VinES JSC	Payable for purchasing of goods and services	901,233
Vin3S JSC	Payable for purchasing of assets and services	58,408
Others	Other payables	504,072
Total		6,910,748
Long-term payables to related parties
VHIZ JSC	Payables for leaseback transaction and others	15,296,294
Vingroup JSC	Interest payables	469,364
Total		15,765,658

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Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

22. TRANSACTIONS WITH RELATED PARTIES (continued)

b) Detail of other balance due from and due to related parties (continued):

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 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-71

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

23. 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, 2023 due to its plan to dispose of these assets.


	As of December 31,
	2022	2023	2023
	VND million	VND million	USD
Carrying value of assets held for sale
Assets of Lang Lang Proving Ground	360,893	—	—
Total	360,893	—	—

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 identified a potential customer and was in the process of negotiation to finalize a sale agreement. However, the transaction was not completed by the end of 2023 given the Group’s non- agreement to continuously extend the due diligence period as required by the potential customer, the Group reclassified the Lang Lang Proving Ground from assets held for sale to assets held in use as of December 31, 2023.

24. SEGMENT REPORTING

The Company has three reportable segments, namely Automobiles, E-scooter and Spare parts & Aftermarket services.

The Automobiles segment includes the design, development, manufacturing and sales of cars and electric buses and related battery lease and battery charging services for electric cars and buses. The E-scooter segment includes the design, development, manufacturing and sales of e-scooters and related battery lease and battery charging service for 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 factory management service, other leasing activities.

Our CODM does not evaluate operating segments using asset or liability information. Information about segments presented revenues, gross profit (loss) and operating profit (loss) by reportable segment were as follows:

F-72

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

SEGMENT REPORTING (continued)

For the year ended December 31, 2023:


					Currency: VND million
			Spare parts
			and
	Automobiles	E-scooter	aftermarket			Total
	(Restated)	(Restated)	services	All other	Unallocated (**)	(Restated)
Revenues (*)	24,213,794	2,540,568	1,069,287	80,220	—	27,903,869
Cost of sales	( 37,300,339 )	( 3,107,640 )	( 704,515 )	( 121,463 )	—	( 41,233,957 )
Gross loss	( 13,086,545 )	( 567,072 )	364,772	( 41,243 )	—	( 13,330,088 )
Operating expenses	( 21,152,001 )	( 738,912 )	—	—	( 5,190,065 )	( 27,080,978 )
Operating loss	( 34,238,546 )	( 1,305,984 )	364,772	( 41,243 )	( 5,190,065 )	( 40,411,066 )

(*) Revenues from a group of customers under common control of Automobiles and E-scooters segments represents approximately VND 19,023.8 billion (USD 795.5 million), as restated, of the Company’s consolidated revenues (2022: VND 923.3 billion, 2021: VND 488.1 billion).

For the year ended December 31, 2022 (represented):


					Currency: VND million
			Spare parts
			and
			aftermarket
	Automobiles	E-scooter	services	All other	Unallocated (**)	Total
Revenues	11,136,049	1,505,461	2,213,369	110,712	—	14,965,591
Cost of sales	( 22,854,342 )	( 2,323,472 )	( 1,962,906 )	( 91,776 )	—	( 27,232,496 )
Gross loss	( 11,718,293 )	( 818,011 )	250,463	18,936	—	( 12,266,905 )
Operating expenses	( 25,628,175 )	( 688,540 )	—	—	( 3,672,744 )	( 29,989,459 )
Operating loss	( 37,346,468 )	( 1,506,551 )	250,463	18,936	( 3,672,744 )	( 42,256,364 )

For the year ended December 31, 2021:


					Currency: VND million
			Spare parts
			and
			aftermarket
	Automobiles	E-scooter	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 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 loss	( 24,652,706 )	( 861,834 )	181,580	51,548	( 1,785,989 )	( 27,067,401 )

F-73

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

SEGMENT REPORTING (continued)

For the year ended December 31, 2023 (convenience translation):


					Currency: USD
			Spare parts and
	Automobiles	E-scooter	aftermarket			Total
	(Restated)	(Restated)	services	All other	Unallocated (*)	(Restated)
Revenues	1,014,572,788	106,451,353	44,803,779	3,361,261	—	1,169,189,181
Cost of sales	( 1,562,907,011 )	( 130,212,017 )	( 29,519,609 )	( 5,089,386 )	—	( 1,727,728,023 )
Gross loss	( 548,334,223 )	( 23,760,664 )	15,284,170	( 1,728,125 )	—	( 558,538,842 )
Operating expenses	( 886,281,781 )	( 30,960,865 )	—	—	( 217,466,899 )	( 1,134,709,545 )
Operating loss	( 1,434,616,004 )	( 54,721,529 )	15,284,170	( 1,728,125 )	( 217,466,899 )	( 1,693,248,387 )

(**) 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:


	For the year ended	For the year ended	For the year ended December 31,2023
	December 31, 2021	December 31, 2022	(Restated)
	VND million	VND million	VND million	USD
Vietnam	14,996,611	14,965,591	27,166,998	1,138,313,835
United States	1,031,571	—	159,164	6,669,069
Canada	—	—	577,707	24,206,277
Total	16,028,182	14,965,591	27,903,869	1,169,189,181

The following table presents revenues earned from customers for each group of similar products and services:


	For the year ended	For the year ended	For the year ended December 31,2023
	December 31, 2021	December 31, 2022	(Restated)
	VND million	VND million	VND million	USD
Sales of ICE vehicles	13,107,978	6,688,467	220,397	9,234,769
Sales of e-cars	5,402	3,582,632	22,770,223	954,086,256
Sales of e-buses	480,102	847,128	628,115	26,318,403
Sales of e-scooters	678,936	1,385,479	1,942,249	81,381,436
Sale of spare parts	538,216	2,072,628	882,146	36,962,457
Sale of smartphones	1,031,571	—	—	—
Rendering of aftermarket services	96,577	140,689	187,141	7,841,322
Revenue from leasing activities and others	89,400	248,568	1,273,598	53,364,535
Total revenue	16,028,182	14,965,591	27,903,869	1,169,189,181

F-74

Table of Contents

VinFast Auto Ltd.

(Formerly known as VinFast Auto Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021

25. 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, 2023 was VND 13,198.2 billion (USD 553.0 million) (December 31, 2022: VND 18,498.9 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 the Group. If the specified minimum quantities are not reached, the Group is relieved from the obligation when the necessary waivers are obtained.

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 ceasation of production or development of certain vehicle models. 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 VND 421.6 billion (USD 17.7 million) in excess of the amount accrued.

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 VND 207.6 billion (USD 8.7 million) until the end of 2025.

The Group has engaged in a contract to buy engines from a supplier. As per the terms of this agreement, the Group anticipates incurring a loss of VND84 billion (equivalent to USD3.52 million) when fulfilling the remaining obligations of the contract.

26. SUBSEQUENT EVENTS

In January 2024, the Group completed the acquisition of VinES JSC, an affiliate, with no consideration from the Company’s General Director.The acquisition of VinES is intended to provide security to the Group’s battery supply, improve battery cost optimization and expand our access to external partners for the latest battery technologies.

There are no other matters or circumstances that have arisen since the consolidated balance sheet date that requires disclosure in consolidated financial statements of the Group.

F-75

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