6-K
VinFast Auto Ltd. (VFS)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGNPRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGEACT OF 1934
For the month of July 2024
Commission File Number: 001-41782
VinFast Auto Ltd.
Dinh Vu – CatHai Economic Zone
Cat Hai Islands, CatHai Town, Cat Hai District
Hai Phong City, Vietnam
(Address of principalexecutive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F x Form 40-F ¨
INFORMATION CONTAINEDIN THIS REPORT ON FORM 6-K
2024 Annual General Meeting Results
VinFast Auto Ltd. (the “Company”) held its annual general meeting on June 27, 2024 (the “Annual Meeting”). As of May 9, 2024, the Company’s record date, there were a total of 2,338,032,497 ordinary shares outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, holders of 2,301,058,730 shares issued and outstanding and entitled to vote at the Annual Meeting were represented in person or by proxy and, therefore, a quorum constituted of the majority of the voting power of the shares issued and outstanding and entitled to vote at the Annual Meeting was present.
A brief description of each matter voted upon at the Annual Meeting and the number of votes cast for, withheld, or against, and the number of abstentions with respect to each matter, as applicable, is attached as Exhibit 99.1.
The Company is also providing some updates as described in Exhibit 99.2.
Exhibit 99.2 to this Form 6-K shall be deemed to be incorporated by registration statement on Form S-8 (File No. 333-278251) of the Company (including any prospectuses forming a part of such registration statement) and to be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Annual Meeting Results |
| 99.2 | Company Updates |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| VinFastAuto Ltd. | |||
|---|---|---|---|
| Date: July<br>5, 2024 | By: | /s/ Le<br>Thi Thu Thuy | |
| Name: | Le<br>Thi Thu Thuy | ||
| Title: | Chairwoman<br>and Director |
Exhibit 99.1
The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast for, withheld, or against, and the number of abstentions with respect to each matter, as applicable.
| **** | RESOLUTION | FOR | AGAINST | ABSTAINED/ WITHHELD |
|---|---|---|---|---|
| 1. | To re-elect Pham Nhat Vuong as a Director | 2,290,558,963 | 225,853 | 105,047 |
| 2. | To re-elect Le Thi Thu Thuy as a Director | 2,290,524,145 | 257,349 | 108,369 |
| 3. | To re-elect Ling Chung Yee Roy as a Director | 2,290,515,476 | 258,815 | 115,572 |
| 4. | To re-elect Tham Chee Soon as a Director | 2,290,671,012 | 104,849 | 114,002 |
| 5. | To re-elect Nguyen Thi Van Trinh as a Director | 2,290,533,609 | 241,276 | 114,978 |
| 6. | To elect Nguyen Thi Lan Anh as a Director | 2,290,387,373 | 387,958 | 114,532 |
| 7. | To approve and ratify the payment of Directors’ fees of a total amount of US$200,000 for the financial year ended December 31, 2023 | 2,290,452,295 | 396,576 | 40,992 |
| 8. | To approve the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2024 | 2,290,285,777 | 557,327 | 46,759 |
| 9. | To approve the payment of Directors' fees of a total amount of up to US$500,000 for the financial year ending December 31, 2025 | 2,290,288,204 | 513,848 | 87,811 |
| 10. | To re-appoint Ernst & Young LLP and Ernst & Young Vietnam Limited as the Company’s auditors for the financial year ending December 31, 2024, and to authorise the Directors to fix each of their remunerations | 2,300,345,340 | 407,867 | 305,523 |
| 11. | To receive and adopt the Director's Statement and Audited Financial Statements (which are audited and reported on based on the Singapore Financial Reporting Standards (International) as required under the Companies Act 1967 of Singapore) for the financial year ended December 31, 2023, together with the Auditor's Report thereon | 2,290,733,642 | 72,560 | 83,661 |
| 12. | To consider, and if thought fit, to pass the resolution regarding share issuance as an Ordinary Resolution | 2,290,384,540 | 416,111 | 89,212 |
Exhibit 99.2
VinFast Announces Updates to its Board of Directors
Due to the voting results at VinFast Auto Ltd.’s (the “Company,” “our” or “we”) annual general meeting held on June 27, 2024, and the departure of Ms. Pham Nguyen Anh Thu as a director, the following updates to the Company’s Board of Directors (“Board”) have been made:
| ● | Ms. Nguyen Thi Lan Anh has been elected as a new Board member; and |
|---|---|
| ● | The Company’s compensation committee is now composed of Mr. Ling Chung Yee Roy as chair and<br>Mr. Tham Chee Soon as member. |
| --- | --- |
Ms. Pham Nguyen Anh Thu previously decided not to run for re-election, and her decision was not as a result of any disagreement with the Company relating to its operations, policies or practices. The Company would like to thank Ms. Pham Nguyen Anh Thu for her dedicated service to VinFast.
Legal Proceedings Update
On May 31, 2024, a putative shareholder filed a class action lawsuit against the Company, Le Thi Thu Thuy, Pham Nhat Vuong, David Mansfield, Nguyen Thi Lan Anh, Ngan Wan Sing Winston, Ling Chung Yee Roy, Pham Nguyen Anh Thu and Nguyen Thi Van Trinh (collectively, the “Class Action Defendants”) (Qian v. VinFast Auto Ltd., et al., 1:24-cv-03956 (E.D.N.Y.)). Plaintiffs allege that the Class Action Defendants made false and misleading statements in offering documents filed in June and July 2023, in connection with the Company’s public listing. The Plaintiffs allege that the Class Action Defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 20(a) of the Exchange Act, as well as Sections 11 and 15 of the Securities Act, and seek damages on behalf of investors who purchased in or traceable to the Company’s public listing and/or during the proposed class period. The allegations asserted in this lawsuit are substantively similar to the allegations in another pending case that we previously disclosed (Comeau v. VinFast Auto Ltd., et al., 1:24-cv-02750 (E.D.N.Y.)). Currently, the results of litigation and claims and likelihood of any material adverse impact on our consolidated results of operations, cash flows or our financial position cannot be predicted with certainty.