VinFast Auto Ltd. — Regulatory Filings 2024

Feb 22, 2024

424B3 1 tm246968d3_424b3.htm 424B3

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275133

Prospectus Supplement No. 5

(To Prospectus dated October 31, 2023)

VinFast Auto Ltd.

100,800,000 Ordinary Shares

Field: Rule-Page

Field: /Rule-Page

This prospectus supplement amends and supplements the prospectus dated October 31, 2023 (the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration Statement No. 333-275133). The Prospectus relates to the offer and sale, from time to time, by YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”), of up to 100,800,000 ordinary shares in the capital of VinFast Auto Ltd., a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (“we,” “us,” the “Company” or “VinFast”), no par value (“ordinary shares”), including (i) up to 100,000,000 ordinary shares that we may, at our discretion, elect to issue to Yorkville from time to time after the date of this prospectus, pursuant to the Standby Equity Subscription Agreement, dated as of October 20, 2023, entered into by and between Yorkville and the Company (the “Yorkville Subscription Agreement”) and (ii) 800,000 ordinary shares to be issued to Yorkville as consideration for its irrevocable commitment to subscribe for ordinary shares at our direction, from time to time after the date of this prospectus, upon the terms and subject to the conditions set forth in the Yorkville Subscription Agreement.

This prospectus supplement is being filed to update and supplement the information included in the Prospectus with the information contained herein. This prospectus supplement is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ordinary shares and warrants are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols, “VFS” and “VFSWW.” On February 21, 2024, the last reported sale price of our ordinary shares and warrants as reported on Nasdaq was $5.26 per ordinary share and $0.8555 per warrant, respectively.

Field: Rule-Page

Field: /Rule-Page

Investing in our securities involves a high degree of risk. See “ Risk Factors ” beginning on page 33 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is February 22, 2024

Field: Page; Sequence: 1

Field: Sequence; Type: Arabic; Name: PageNo 1 Field: /Sequence

Field: /Page

Part I – Unaudited Condensed Consolidated Financial Statements As of and for the three months and full year ended December 31, 2023

VinFast Auto Ltd.

Unaudited Condensed Consolidated Balance Sheets

	As of December 31, 2022	As of December 31, 2023	As of December 31, 2023
	VND million	VND million	USD
	(Audited)	(Unaudited)	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	4,271,442	4,002,272	167,697,645
Trade receivables	652,922	412,926	17,301,852
Advances to suppliers	8,968,752	4,544,011	190,396,841
Inventories, net	21,607,277	28,662,793	1,200,988,561
Short-term prepayments and other receivables	6,457,169	7,309,198	306,259,868
Short-term derivative assets	532,718	548,010	22,961,954
Current net investment in sales-type lease	5,448	54,061	2,265,189
Short-term investments	3,902	4,105	172,002
Short-term amounts due from related parties	1,978,097	3,169,213	132,791,963
Assets classified as held for sale	360,893	-	-
Total current assets	44,838,620	48,706,589	2,040,835,875
NON-CURRENT ASSETS
Trade receivables	-	28,656	1,200,704
Property, plant and equipment, net	57,188,667	67,916,328	2,845,735,691
Intangible assets, net	1,461,071	1,295,303	54,273,988
Goodwill	272,203	-	-
Operating lease right-of-use assets	4,558,983	6,736,622	282,268,583
Long-term derivative assets	696,332	66,124	2,770,636
Long-term advances to suppliers	29,082	-	-
Long-term prepayments	7,611	193,429	8,104,793
Non-current net investment in sales-type lease	82,062	517,456	21,681,723
Long-term amounts due from related parties	44,533	47,443	1,987,891
Other non-current assets	4,426,135	5,464,562	228,968,491
Total non-current assets	68,766,679	82,265,923	3,446,992,500
TOTAL ASSETS	113,605,299	130,972,512	5,487,828,375

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

VinFast Auto Ltd.

Unaudited Condensed Consolidated Balance Sheets (continued)

	As of December 31, 2022 — VND million		As of December 31, 2023 — VND million		As of December 31, 2023 — USD
	(Audited)		(Unaudited)		(Unaudited)
EQUITY AND LIABILITIES
CURRENT LIABILITIES
Short-term and current portion of long-term interest-bearing loans and borrowings	14,579,553		39,894,782		1,671,615,771
Short-term derivative liabilities	-		18,258,063		765,024,009
Debenture Note	-		1,190,475		49,881,631
Trade payables	16,636,820		10,937,631		458,293,430
Deposits and down-payment from customers	1,572,537		780,266		32,693,623
Short-term deferred revenue	107,448		169,329		7,094,989
Short-term accruals	11,056,666		11,312,799		474,013,199
Other current liabilities	4,177,978		10,306,456		431,846,811
Current operating lease liabilities	768,883		1,410,444		59,098,466
Amounts due to related parties	17,325,317		44,265,557		1,854,753,918
Total current liabilities	66,225,202		138,525,802		5,804,315,847
NON-CURRENT LIABILITIES
Long-term interest-bearing loans and borrowings	41,624,960		30,170,149		1,264,147,700
Long-term derivative liabilities	15,180,723		137,057		5,742,772
Other non-current liabilities	606,429		1,910,709		80,059,876
Non-current operating lease liabilities	3,256,351		5,192,481		217,568,130
Long-term deferred revenue	499,395		1,701,340		71,287,187
Deferred tax liabilities	947,981		911,272		38,182,854
Long-term accruals	16,007		123,867		5,190,103
Amounts due to related parties	21,918,710		18,116,587		759,096,078
Total non-current liabilities	84,050,556		58,263,462		2,441,274,700
Commitments and contingencies
EQUITY
Ordinary shares (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	)	(184,292,753	)	(7,721,979,092	)
Additional paid-in capital	12,311,667		31,748,427		1,330,278,513
Other comprehensive loss	(104,065	)	(487,421	)	(20,423,238	)
Deficit attributable to equity holders of the parent	(114,109,832	)	(143,184,211	)	(5,999,506,034	)
Non-controlling interests	77,439,373		77,367,459		3,241,743,862
Total deficit	(36,670,459	)	(65,816,752	)	(2,757,762,172	)
TOTAL DEFICIT AND LIABILITIES	113,605,299		130,972,512		5,487,828,375

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

VinFast Auto Ltd.

Unaudited Condensed Consolidated Statements of Operations

2022		2023		2023		2022		2023		2023
VND million		VND million		USD		VND million		VND million		USD
(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenues
Sales of vehicles	3,611,844		9,456,934		396,251,320		12,391,500		26,179,028		1,096,917,288
Sales of merchandise	65,792		98,557		4,129,599		112,206		151,482		6,347,188
Sales of spare parts and components	609,014		282,864		11,852,175		2,072,628		870,622		36,479,594
Rendering of services	62,950		158,147		6,626,456		222,732		458,193		19,198,567
Rental income
Revenue from leasing activities	115,519		421,256		17,650,884		166,525		936,896		39,256,516
Revenues	4,465,119		10,417,758		436,510,433		14,965,591		28,596,221		1,198,199,154
Cost of vehicles sold	(7,175,037	)	(13,627,696	)	(571,008,799	)	(24,660,149	)	(39,110,839	)	(1,638,768,080	)
Cost of merchandise sold	(105,108	)	(102,595	)	(4,298,793	)	(151,353	)	(155,959	)	(6,534,778	)
Cost of spare parts and components sold	(558,966	)	(253,307	)	(10,613,718	)	(1,869,084	)	(619,098	)	(25,940,585	)
Cost of rendering services	(196,179	)	(349,861	)	(14,659,390	)	(389,635	)	(1,032,905	)	(43,279,351	)
Cost of leasing activities	(119,426	)	(258,603	)	(10,835,624	)	(162,275	)	(842,777	)	(35,312,872	)
Cost of sales	(8,154,716	)	(14,592,062	)	(611,416,324	)	(27,232,496	)	(41,761,578	)	(1,749,835,666	)
Gross loss	(3,689,597	)	(4,174,304	)	(174,905,891	)	(12,266,905	)	(13,165,357	)	(551,636,512	)
Operating expenses
Research and development costs	(5,898,324	)	(2,746,461	)	(115,078,396	)	(19,939,898	)	(14,534,291	)	(608,995,684	)
Selling and distribution costs	(1,852,529	)	(1,438,143	)	(60,259,071	)	(5,213,739	)	(5,469,520	)	(229,176,234	)
Administrative expenses	(2,028,829	)	(1,459,275	)	(61,144,515	)	(4,010,012	)	(5,321,336	)	(222,967,234	)
Net other operating expenses	649,441		(1,117,567	)	(46,826,741	)	(825,810	)	(1,740,396	)	(72,923,657	)
Operating loss	(12,819,838	)	(10,935,750	)	(458,214,615	)	(42,256,364	)	(40,230,900	)	(1,685,699,321	)
Finance income	(3,801	)	16,202		678,874		88,060		82,672		3,464,007
Finance costs	(2,505,046	)	(3,474,164	)	(145,569,597	)	(7,959,840	)	(12,073,433	)	(505,884,229	)
Net (loss)/gain on financial instruments at fair value through profit or loss	(51,284	)	(1,039,328	)	(43,548,479	)	1,226,012		(4,879,833	)	(204,467,988	)
Loss before income tax expense	(15,379,969	)	(15,433,040	)	(646,653,817	)	(48,902,132	)	(57,101,494	)	(2,392,587,530	)
Tax income/(expense)	66,516		(83,300	)	(3,490,321	)	(946,738	)	(74,718	)	(3,130,730	)
Net loss for the period	(15,313,453	)	(15,516,340	)	(650,144,138	)	(49,848,870	)	(57,176,212	)	(2,395,718,260	)
Net loss attributable to non-controlling interests	(27,715	)	(8,181	)	(342,789	)	(65,075	)	(74,671	)	(3,128,761	)
Net loss attributable to controlling interest	(15,285,738	)	(15,508,159	)	(649,801,349	)	(49,783,795	)	(57,101,541	)	(2,392,589,500	)

Field: Page; Sequence: 4; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page

VinFast Auto Ltd.

Unaudited Condensed Consolidated Statements of Comprehensive Loss

2022		2023		2023		2022		2023		2023
VND million		VND million		USD		VND million		VND million		USD
(Unaudited)		(Unaudited)		(Unaudited)		(Audited)		(Unaudited)		(Unaudited)
Net loss for the period	(15,313,453	)	(15,516,340	)	(650,144,138	)	(49,848,870	)	(57,176,212	)	(2,395,718,260	)
Other comprehensive (loss)/income
Other comprehensive (loss)/income that will be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations	(48,453	)	(386,021	)	(16,174,516	)	(40,571	)	(383,356	)	(16,062,851	)
Net other comprehensive (loss)/income that will be reclassified to profit or loss in subsequent periods	(48,453	)	(386,021	)	(16,174,516	)	(40,571	)	(383,356	)	(16,062,851	)
Total comprehensive loss for the period, net of tax	(15,361,906	)	(15,902,361	)	(666,318,654	)	(49,889,441	)	(57,559,568	)	(2,411,781,111	)
Net loss attributable to non-controlling interests	(27,715	)	(8,181	)	(342,789	)	(65,075	)	(74,671	)	(3,128,761	)
Comprehensive loss attributable to controlling interest	(15,334,191	)	(15,894,180	)	(665,975,865	)	(49,824,366	)	(57,484,897	)	(2,408,652,351	)
Net loss per share attributable to ordinary shareholders	VND		VND		USD		VND		VND		USD
Basic and diluted	(6,648	)	(6,642	)	(0.28	)	(21,654	)	(24,710	)	(1.04	)
											Unit: Shares
Weighted average number of shares used in loss per share computation
Basic and diluted	2,299,143,522		2,334,761,397		2,334,761,397		2,299,008,659		2,310,823,009		2,310,823,009

Field: Page; Sequence: 5; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

Field: /Page

VinFast Auto Ltd.

Unaudited Condensed Consolidated Statements of Cash Flows

2022		2023		2023
VND million		VND million		USD
(Audited)		(Unaudited)		(Unaudited)
OPERATING ACTIVITIES
Net loss for the year	(49,848,870	)	(57,176,212	)	(2,395,718,260	)
Adjustments to reconcile net loss to net cash flows:
Depreciation of property, plant and equipment	3,924,658		5,827,511		244,176,276
Amortization of intangible assets	2,341,850		466,454		19,544,708
Impairment of goodwill, assets and changes in fair value of
held for sale assets	1,133,743		1,024,215		42,915,235
Changes in operating lease right-of-use assets	448,651		1,107,894		46,421,436
Provision related to compensation expenses, assurance-type warranties and net realizable value of inventories	5,988,521		8,570,494		359,108,942
Allowance against receivable	172,571		-		-
Deferred income tax expenses	946,738		74,718		3,130,730
Unrealized foreign exchange losses	744,989		774,137		32,436,814
Investment loss	18,962		-		-
Net (gain)/loss on financial instruments at fair value through profit or loss	(1,226,012	)	4,879,833		204,467,988
Change in amortized costs of financial instruments measured at amortized cost	1,999,914		2,798,691		117,266,865
Loss on disposal of fixed assets	-		84,829		3,554,387
Share-based compensation expenses	-		144,083		6,037,166
Change in working capital:
Trade receivables, advance to suppliers	622,707		531,268		22,260,454
Inventories	(20,241,698	)	(12,329,479	)	(516,612,713	)
Trade payables, deferred revenues and other payables	17,792,820		(9,761,303	)	(409,004,567	)
Operating lease liabilities	(420,877	)	(707,841	)	(29,658,971	)
Prepayments, other receivables and other assets	(27,080	)	(120,203	)	(5,036,579	)
Net cash flows used in operating activities	(35,628,413	)	(53,810,911	)	(2,254, 710,090	)

Field: Page; Sequence: 6; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 6 Field: /Sequence

Field: /Page

VinFast Auto Ltd.

Unaudited Condensed Consolidated Statements of Cash Flows (continued)

2022		2023		2023
VND million		VND million		USD
(Audited)		(Unaudited)		(Unaudited)
INVESTING ACTIVITIES
Purchase of property, plant and equipment, and intangible assets	(17,681,672	)	(25,100,932	)	(1,051,744,406	)
Repayment under a business investment and cooperation contract	(968,773	)	-		-
Deposit received under a business investment and cooperation contract	170,017		-		-
Proceeds from disposal of property, plant and equipment	1,412,976		1,003,506		42,047,515
Disbursement of bank deposit	(3,902	)	-		-
Collection of loans	1,034,648		545,400		22,852,594
Payment for acquisition of subsidiary (net of cash held by entity being acquired)	-		(6,900	)	(289,114	)
Proceeds from disposal of equity investment (net of cash held by entity being disposed)	(2,240	)	-		-
Receipt from government grant	-		393,934		16,506,076
Net cash flows used in investing activities	(16,038,946	)	(23, 164,992	)	(970, 627,336	)
FINANCING ACTIVITIES
Capital contribution from owners	6,317,129		4,759,291		199,417,204
Deemed contribution from owners	646,655		20,647,786		865,154,865
Additional amount paid up to convert warrants to capital	-		1,421,444		59,559,373
Payment for initial public offering costs	(41,649	)	-		-
Proceeds from borrowings and convertible debenture	87,660,103		101,393,847		4,248,464,217
Repayment of borrowings	(41,637,135	)	(50,801,704	)	(2,128,622,475	)
Net cash flows from financing activities	52,945,103		77,420,664		3,243,973,184
Net increase in cash, cash equivalents and restricted cash	1,277,744		444,761		18,635,758
Cash, cash equivalents and restricted cash at January 1	3,024,916		4,271,442		178,976,033
Net foreign exchange difference	(31,218	)	(204	)	(8,548	)
Cash, cash equivalents and restricted cash at December 31	4,271,442		4,715,999		197,603,243
Supplement disclosures of non-cash activities
Debt conversion to equity	71,515,874		-		-
Non-cash property, plant and equipment additions	13,349,412		9,319,831		390,506,620
Establishment of right-of-use assets and lease liabilities at commencement dates and lease modification	2,772,465		3,285,532		137,665,801
Interest payable conversion to debt	2,625,845		-		-
Supplemental Disclosure
Interest paid, net of capitalized interest	4,378,839		7,341,014		307,592,977
Income tax paid	22,618		-		-

Field: Page; Sequence: 7; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 7 Field: /Sequence

Field: /Page

Part II – Fourth Quarter and Fiscal Year 2023 Financial Results and Business Update

Financial Results for the Fourth Quarter of 2023

Revenues

· Total revenues were VND10,417,758 million (US$436.5 million) in the fourth quarter of 2023, representing an increase of 133.3% from the fourth quarter of 2022 and an increase of 26.2% from the third quarter of 2023. Total revenues are primarily comprised of revenue from EV sales.

· Vehicle sales were VND9,456,934 million (US$396.3 million) in the fourth quarter of 2023, representing an increase of 161.8% from the fourth quarter of 2022 and an increase of 22.9% from the third quarter of 2023. Revenue growth was driven by an increase in EV sale volumes in the fourth quarter of 2023 and an improved product mix which led to a higher average selling price. The increase over the fourth quarter of 2022 was also attributed to an increase in sales volume of e-scooters, including the Feliz and Evo, and was partially offset by a decrease in ICE vehicle sales due to our full transition into an EV-only maker. The increase in vehicle sales over the third quarter of 2023 was partially offset by a slight decrease in sales volumes of e-scooters

Cost of Sales and Gross Margin

· Cost of sales was VND14,592,062 million (US$611.4 million) in the fourth quarter of 2023, representing an increase of 78.9% from the fourth quarter of 2022 and an increase of 36.1% from the third quarter of 2023. The increase over the fourth quarter of 2022 and third quarter of 2023 was primarily attributable to an increase in the cost of vehicles sold as the Company delivered more EVs to customers in the fourth quarter of 2023. The increase over the third quarter of 2023 was partially offset by a decrease in the cost of e-scooters sold due to decrease in sale volume of e-scooters. The increase over the fourth quarter of 2022 was also due to an increase in the cost of e-scooters sold, partially offset by a decrease in the total cost of ICE vehicles sold, due to the decrease in ICE vehicle sales volume due to our full transition into an EV-only maker.

· Gross loss was VND4,174,304 million (US$174.9million) in the fourth quarter of 2023, representing an increase of 13.1% from the fourth quarter of 2022 and an increase of 69.2% from the third quarter of 2023.

· Gross margin was negative (40.1%) in the fourth quarter of 2023, as compared to negative (82.6%) in the fourth quarter of 2022 and negative (29.9%) in the third quarter of 2023. The improvement of gross margin over the fourth quarter of 2022 was mainly attributed to a strong increase in sales volume of EVs which had a higher gross margin The decrease over the third quarter of 2023 was mainly attributed to the increase in charges to write down the carrying value of inventories

Operating Expenses

· Research and development (R&D) costs were VND2,746,461 million (US$115.1million) in the fourth quarter of 2023, representing a decrease of 53.4% from the fourth quarter of 2022 and a decrease of 13.3% from the third quarter of 2023. The decrease over the fourth quarter of 2022 and third quarter of 2023 is in line with four of our EV models, the VF 8, VF 9, VF 5 and VF6, progressing from the development stage to commercial production in the last four quarters.

· Selling, general and administrative expenses were VND2,897,418 million (US$121.4 million) in the fourth quarter of 2023, representing a decrease of 25.4% from the fourth quarter of 2022 and an increase of 4.9% from the third quarter of 2023. The decrease over the fourth quarter of 2022 was primarily due to a decrease in impairment charges for batteries leasing activities and a decrease in marketing costs across almost markets, which was partially offset against an increase in labor costs and external service renders. The increase over the third quarter of 2023 was primarily attributable to an increase in labor costs as a result of our efforts to scale up our sales and administrative operations in overseas markets.

· Net other operating expenses were VND1,117,567 million (US$46.8 million) in the fourth quarter of 2023, representing an increase in net expenses of 272.1% from the net income of the fourth quarter of 2022 and an increase of 113.2% from the third quarter of 2023. The increase in net expenses was mainly due to an increase in expenses in connection with discontinued projects and foreign exchange losses.

Loss from Operations

· Loss from operations was VND10,935,750 million (US$458.2 million) in the fourth quarter of 2023 representing a decrease of 14.7% from the fourth quarter of 2022 and an increase of 22.6% from the third quarter of 2023.

Field: Page; Sequence: 8; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 8 Field: /Sequence

Field: /Page

Net Loss and Net Loss Per Share

· Net loss on financial instruments at fair value through profit or loss was VND1,039,328 million (US$43.5 million) in the fourth quarter of 2023, representing an increase of 1,926.6% from net loss of the fourth quarter of 2022 and a decrease of 59.4% from net loss of the third quarter of 2023. The increase over net loss of the fourth quarter of 2022 and decrease over net loss of the third quarter of 2023 was mainly attributable to changes in the fair value of currency interest rate swaps contracts, financial liabilities in respect of dividend preference shares, and warrants.

· Net loss was VND15,516,340 million (US$650.1 million) in the fourth quarter of 2023, representing an increase of 1.3% from the fourth quarter of 2022 and an increase of 3.4% from the third quarter of 2023.

· Net loss attributable to controlling interest was VND15,508,159 million (US$649.8 million) in the fourth quarter of 2023, representing an increase of 1.5% from the fourth quarter of 2022 and an increase of 3.5% from the third quarter of 2023.

· Basic and diluted net loss per ordinary share were both VND6,642 (US$0.28) in the fourth quarter of 2023, compared with VND6,648 (US$0.28) in the fourth quarter of 2022 and VND6,491 (US$0.27) in the third quarter of 2023.

Balance Sheet

· Cash and cash equivalents were VND4,002,272 million (US$ 167.7 million) as of December 31, 2023.

Financial Results for the Fiscal Year Ended December 31, 2023

Revenues

· Total revenues were VND28,596,221 million (US$1,198.2 million) in 2023, representing an increase of 91.1% from 2022. Total revenues in 2023 are primarily comprised of revenue from EV sales.

· Vehicle sales were VND26,179,028 million (US$1,096.9 million) in 2023, representing an increase of 111.3% from 2022. Revenue growth was driven by an increase in EV and e-scooter sales volume in 2023, including the VF e34, VF 8, VF 5, VF6, VF 9 EV models, and the Feliz and Evo e-scooter models and an improved product mix which led to a higher average selling price. The majority of these sales were in Vietnam, complemented by sales of the VF 8 model in the North America market, which represented the beginning of our international rollout. The increase in vehicle sales revenue over 2022 was partially offset by a decrease of ICE vehicle sales due to our full transition into an EV-only maker.

Cost of Sales and Gross Margin

· Cost of sales was VND41,761,578 million (US$1,749.8 million) in 2023, representing an increase of 53.4% from 2022. The increase over 2022 was primarily attributable to increases in the cost of vehicles sold as the Company delivered more EVs and e-scooters to customers in 2023. 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 as we fully transformed into an EV-only maker.

· Gross loss was VND13,165,357 million (US$551.6 million) in 2023, representing an increase of 7.3% from 2022.

· Gross margin was negative (46.0%) in 2023, as compared to negative (82.0%) in 2022. The improvement of gross margin over 2022 was mainly attributed to a strong increase in sales volume of EVs which had a higher gross margin and a decrease in accelerated amortization and depreciation expenses due to our ICE vehicle production phase out.

Operating Expenses

· Research and development (R&D) costs were VND14,534,291 million (US$609.0 million) in 2023, representing a decrease of 27.1% from 2022. The decrease was in line with four of our EV models, the VF 8, VF 9, VF 5 and VF 6 models, progressing from the development stage to commercial production in 2023.

· Selling, general and administrative expenses were VND10,790,856 million (US$452.1 million) in 2023, representing an increase of 17.0% from 2022. The increase over 2022 was primarily attributable to an increase in labor costs and rental costs, as a result of our efforts to scale up our sales and administrative operations in overseas markets. The increase was partially offset against a decrease in extended warranties for ICE vehicles in line with our cessation of ICE vehicle production in 2023.

· Net other operating expenses were VND1,740,396 million (US$72.9 million) in 2023, representing an increase of 110.8% from 2022. The increase in net expenses was mainly due to an increase in expenses in connection with discontinued projects and was partially offset against a decrease in foreign exchange losses.

Field: Page; Sequence: 9; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 9 Field: /Sequence

Field: /Page

Loss from Operations

· Loss from operations was VND40,230,900 million (US$1,685.7million) in 2023, representing a decrease of 4.8% from 2022.

Net Loss and Earnings Per Share

· Net loss on financial instruments at fair value through profit or loss was VND4,879,833 million (US$204.5 million) in 2023, representing a decrease of 498.0% from net gain of VND1,226,012 million in 2022]. The decrease over the net gain in 2022 was mainly attributable to changes in the fair value of currency interest rate swaps contracts, financial liabilities in respect of Dividend Preferred Shares, and warrants.

· Net loss was VND57,176,212 million (US$2,395.7 million) in 2023, representing an increase of 14.7% from 2022.

· Net loss attributable to controlling interest was VND57,101,541 million (US$2,392.6 million) in 2023, representing an increase of 14.7% from 2022.

· Basic and diluted net loss per ordinary share were both VND24,710 (US$1.04) in 2023, compared with VND21,654 (US$0.91) in 2022.

Fourth Quarter and Full Year 2023 Business Updates

	FY 2023	4Q2023	3Q2023
EV Deliveries 1	34,855	13,513	10,027
E-scooters Deliveries	72,468	24,309	28,220

· EV deliveries were 13,513 in the fourth quarter of 2023, representing an increase of approximately 35% from the third quarter of 2023. For the full year 2023, EV deliveries were 34,855, representing an increase of approximately 374% from 2022.

· E-scooter deliveries were 24,309 in the fourth quarter of 2023, representing a decrease of approximately 14% from the third quarter of 2023 and an increase of approximately 48% from the fourth quarter of 2022. For the full year 2023, E-scooters deliveries were 72,468, representing an increase of approximately 21% from 2022.

· As of December 31, 2023, the Company had 123 showrooms globally for EVs and 246 showrooms and service workshops for e-scooters, including VinFast showrooms and dealer showrooms.

New Product Launches

· In December 2023, VinFast opened orders in Vietnam for the VF 7, its C-segment EV model

· Designed by Torino Design, the VF 7 is offered in two trims (Base and Plus) at a starting price of VND850 million (approximately US$35,616) for the Base trim and VND999 million (approximately US$41,900) for the Plus trim, excluding the battery. The expected WLTP driving range is 233 miles and 268 miles for the Base and Plus trims, respectively.

· At the 2024 CES in January, we announced the global launch of the VF 3, a 4-seat mini eSUV, and unveiled the concept of a mid-size pickup truck, the VF Wild.

Dealership in the US

· We signed agreements with six dealers in five states – New York, Texas, Kansas, Florida and North Carolina. Including those, we have received 75 applications from the dealer groups.

· These dealers will initially begin selling the VF 8 model, with plans to add the VF9, then the VF 6 and VF 7 models when these are launched in the North America market.

Field: Rule-Page

Field: /Rule-Page

1 Includes VF e34, VF 5, VF 6, VF 8, VF 9 and e-bus

Field: Page; Sequence: 10; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 10 Field: /Sequence

Field: /Page

New market expansion

· In India, we signed an MoU with the State of Tamil Nadu to establish an integrated EV manufacturing facility with an intended commitment of up to US$500 million for phase 1 of the project. The groundbreaking ceremony is scheduled for February 25, 2024.

· In Indonesia, at the Indonesia International Motor Show 2024 (“IIMS”), we announced the launch of our right-hand drive versions of the VF 5, VF e34, VF 6, and VF 7 models and the signings of letters of intent with five dealers in February 2024.

· Also during the IIMS, we signed memoranda of understanding with three Jakarta-based companies, PT. Energi Mandiri Bumi Pertiwi, PT. Sumber Amarta Jaya, and PT. Teknologi Karya Digital Nusa Tbk, for the intended purchase of approximately 600 VinFast EVs.

Leadership transition

· In January 2024, Mr. Pham Nhat Vuong transitioned from his role as Chairman to assume the executive position of CEO to facilitate VinFast’s next phase of global expansion.

· Madame Thuy transitioned to the role of Chairwoman of VinFast’s Board to focus on fund raising and expanding international and strategic relations.

· Ms. Lan Anh Nguyen was appointed to the position of VinFast Chief Financial Officer, replacing Mr. David Mansfield.

VinES Acquisition

· In October 2023, VinFast announced the acquisition of VinES Energy Solutions Joint Stock Company (“VinES”), one of our key EV battery suppliers, from Mr. Pham Nhat Vuong.

· The acquisition of VinES closed in January 2024.

Related Party Transactions

· Out of 34,855 EVs delivered in 2023, 72% were to related parties of the Company (mainly to Green and Smart Mobility Joint Stock Company (“GSM”)).

· Out of 72,468 E-scooters delivered in 2023, 46% were to related parties of the Company (mainly to GSM).

Field: Page; Sequence: 11; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 11 Field: /Sequence

Field: /Page