20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

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

OR

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

For the fiscal year ended                    

OR

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

OR

☒ 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: August 14, 2023

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, Vietnam

+84 225 3969999

(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)

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 shell company report: 2,307,170,695 ordinary shares and 14,829,989 warrants as of August 14, 2023.

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  ☐

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 and post 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	☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 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 effectiveness of its internal control over financial reporting over 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.  ☐

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	☐	Other  ☐
	by the International Accounting Standards Board

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  ☐

TABLE OF CONTENTS

	Page
EXPLANATORY NOTE		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I
Item 1. Identity of Directors, Senior Management and Advisers		4
Item 2. Offer Statistics and Expected Timetable		4
Item 3. Key Information		4
Item 4. Information on the Company		5
Item 4A. Unresolved Staff Comments		6
Item 5. Operating and Financial Review and Prospects		6
Item 6. Directors, Senior Management and Employees		6
Item 7. Major Shareholders and Related Party Transactions		7
Item 8. Financial Information		8
Item 9. The Offer and Listing		8
Item 10. Additional Information		9
Item 11. Quantitative and Qualitative Disclosures About Market Risk		10
Item 12. Description of Securities Other Than Equity Securities		10
PART II		10
PART III		11
Item 17. Financial Statements		11
Item 18. Financial Statements		11
Item 19. Exhibits		11

EXPLANATORY NOTE

On August 14, 2023, VinFast Auto Ltd., a public company incorporated under the laws of Singapore (Company Registration No: 201501874G) (the “Company” or “VinFast”) 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 Nuevo Tech Limited, a Cayman Islands exempted company and wholly owned subsidiary of the Company (“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”).

In connection with, and prior to, the business combination: (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 operating under the name “VinFast Auto Ltd.”; and (ii) on August 1, 2023, 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 ordinary shares 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 VinFast, (ii) on August 14, 2023, each issued and outstanding Class B ordinary share of Black Spade, 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.

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.

Except as otherwise indicated or required by context, references in this shell company report on Form 20-F (including information incorporated by reference herein, the “Report”) to “we”, “us”, “our”, “our company” or “VinFast” refer to VinFast Auto Ltd. and its consolidated subsidiaries.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report and the information incorporated by reference herein include certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (or the “Exchange Act”). All statements other than statements of historical facts contained in this Report, including statements regarding VinFast’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential” or the negative of these terms or other similar expressions. Forward-looking statements include, without limitation, VinFast’s expectations concerning the outlook for their business, productivity, plans and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, as well as any information concerning possible or assumed future results of operations of VinFast as set forth in the sections of this Report. Forward-looking statements also include statements regarding the expected benefits of the Business Combination between VinFast and Black Spade. These forward-looking statements are based on the beliefs and assumptions of the management of Black Spade and VinFast. Although VinFast believe that such plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, VinFast cannot assure you that such plans, intentions or expectations will be achieved or realized.

Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:

• VinFast is a growth stage company with a history of losses, negative cash flows from operating activities and negative working capital;

• VinFast expects to require significant additional capital, which it expects to fund through additional debt and equity financing, to support its business growth, and such capital may not be available on commercially reasonable terms or at all, which may impose restrictions on capital raising activities and or other financial or operational matters or lead to dilution of your shareholding in VinFast;

• VinFast is a new entrant in the EV industry and faces risks in the marketing and sale of its EVs in international markets where it only recently began delivering;

• VinFast’s ability to successfully introduce and market net products and services;

• VinFast’s ability to grow and market its brand and EVs in markets outside Vietnam and manage any negative publicity which may harm its brand, reputation, public credibility and consumer confidence, including any negative publicity arising from any differences in the advertised driving range, certified driving range and actual driving performance of its EVs, which depend on various factors beyond its control, including driving habits and conditions;

• VinFast’s ability to successfully compete in the highly competitive automotive industry;

• VinFast’s ability to control the costs associated with its operations;

• VinFast depends, directly and indirectly, on suppliers for component parts and raw materials and any failure on the part of the suppliers to deliver such supplies according to VinFast’s schedule and at prices, quality and volumes acceptable to VinFast, could materially and adversely affect its business, results of operations and financial condition;

• VinFast’s ability to maintain its relationship with existing critical suppliers and to create relationships with new suppliers;

• VinFast’s establishment of manufacturing facilities outside of Vietnam and its expansion of its production capacity within Vietnam may be subject to delays or cost overruns, may not produce expected benefits or may cause VinFast to not meet its projections for future production capacity;

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

• Demand for, and consumers’ willingness to adopt EVs, which may be affected by various factors, including developments in EV or alternative fuel technology;

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• 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;

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

• VinFast has identified material weaknesses in its 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 its ability to produce timely and accurate financial statements and comply with applicable laws and regulations;

• VinFast’s corporate actions that require shareholder approval will be substantially controlled by its controlling shareholders, which may prevent you and other shareholders from influencing significant decisions and reduce the value of your investment;

• VinFast relies on Vingroup for financial support and Vingroup affiliates for key aspects of its business, and any potential conflicts of interests with or any events impacting the reputations of its affiliates or unfavorable market conditions or adverse business operation of Vingroup and Vingroup affiliates could have a material adverse effect on its business and results of operations;

• other factors discussed under the section titled “Risk Factors” in the Proxy Statement and Prospectus (the “Proxy Statement/Prospectus”), part of VinFast’s Registration Statement on Form F-4, as amended (File No. 333-272663) (the “Form F-4”), which section is incorporated herein by reference.

The foregoing list of factors is not exhaustive. Should one or more of these risks or uncertainties materialize, or should any of VinFast’s assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. We undertake no obligation, except as required by law, to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports we will file from time to time with the Securities and Exchange Commission (the “SEC”) after the date of this Report.

Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this Report and any subsequent written or oral forward-looking statements that may be issued by VinFast or persons acting on its behalf.

WAIVER OF SINGAPORE CODE ON TAKE-OVERS AND MERGERS

On August 2, 2023, the Securities Industry Council of Singapore waived the application of the Singapore Code on Take-overs and Mergers (the “Singapore Take-overs Code”) in respect of our company, subject to certain exceptions (the “Waiver”). Pursuant to the Waiver, the Company is exempted from application of the provisions of the Singapore Take-over Code, except in the case of a “tender offer” (within the meaning of U.S. securities laws) where the Tier 1 exemption set forth in Rule 14d-1(c) of the Exchange Act is available and the offeror relies on such exemption to avoid full compliance with applicable rules and regulations regarding tender offers in the U.S. In connection with the application for the Waiver, our board of directors had submitted to the Securities Industry Council of Singapore a written confirmation to the effect that the application of the U.S. regulatory regime (without concurrent regulation by the Singapore Take-Over Code) would be appropriate and that it is of the unanimous view that it is in the interests of our company that the Waiver be obtained.

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

A. Directors and Senior Management

Information regarding the directors and executive officers of VinFast after the completion of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of VinFast Following the Business Combination” and is incorporated herein by reference.

The business address for each of the directors and executive officers of VinFast is Dinh Vu – Cat Hai Economic Zone, Cat Hai Islands, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam.

B. Advisers

Latham & Watkins LLP acted as counsel for VinFast, and will act as counsel to VinFast upon and following the consummation of the Business Combination. The address of Latham & Watkins LLP is 9 Raffles Place, #42-02 Republic Plaza, Singapore 048619.

Rajah & Tann Singapore LLP acted as Singapore counsel for VinFast, and will act as Singapore counsel to VinFast upon and following the consummation of the Business Combination. The address of Rajah & Tann Singapore LLP is 9 Straits View, Marina One West Tower, #06-07, Singapore 018937.

C. Auditors

Ernst & Young Vietnam Limited acted as VinFast’s independent registered public accounting firm as of December 31, 2022 and 2021 and for the years ended December 31, 2022 and 2021 and will be VinFast’s independent registered public accounting firm after the consummation of the Business Combination. The address of Ernst & Young Vietnam Limited is at 28th Floor, Bitexco Financial Tower, 2 Hai Trieu Street, Ho Chi Minh City, District 1 700000.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION 

A. [Reserved]

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B. Capitalization and Indebtedness

The following table sets forth the capitalization of the VinFast on an unaudited pro forma condensed combined basis as of March 31, 2023, after giving effect to the Business Combination.

	Pro Forma Combined
As of March 31, 2023	(VND million)
Cash and cash equivalents		7,995,532
Deficit:
Ordinary shares – VinFast Auto (2,307,170,695 shares issued and outstanding )		6,103,305
Accumulated losses		(141,271,538	)
Additional paid-in capital		10,910,230
Other comprehensive loss		(122,889	)
Deficit attributable to equity holders of the parent		(124,380,892	)
Non-controlling interests(1)		77,401,631
Total deficit (A)		(46,979,261	)
Long-term Debt:
Long-term interest-bearing loans and borrowings		41,237,310
Long-term financial liability		15,446,200
Total long-term debt (B)		56,683,510
Long-term amount due to related parties:
Total long-term amount due to related parties		18,166,351
Total capitalization (A) + (B)(2)		9,704,249

Note:

(1) Non-controlling interests reflect certain dividend preference shares issued by VinFast Trading and Production JSC (“VinFast Vietnam”) to Vingroup Joint Stock Company (“Vingroup”) (i) in March 2022 in return for an advance capital contribution of VND6.0 trillion (“DPS1”), (ii) in December 2022 in exchange for VND45,733.7 billion in borrowings from VinFast Vietnam to Vingroup (“DPS4”) and (iii) as part of our reorganization in December 2022, in return for the assignment of the the non-interest bearing promissory notes issued by VinFast, or the Share Acquisition P-Notes, previously held by Vingroup amounting to VND25.8 trillion (“DPS3”). For details on the terms of DPS1, DPS3 and DPS4, see note 20 to our audited consolidated financial statements at December 31, 2022 and 2021 and for the years then ended included in this Report and also in the section titled “Certain relationships and Related Party Transactions—VinFast—Transactions with Vingroup Affiliates—Capital Contributions into VinFast Vietnam” in the Proxy Statement/Prospectus.

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

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

The risk factors related to the business and operations of VinFast are described in the Proxy Statement/Prospectus under the section titled “Risk Factors” and is incorporated herein by reference.

ITEM 4. INFORMATION ON THE COMPANY

A. History and Development of the Company

VinFast was incorporated under the Companies Act 1967 of the Republic of Singapore as a private company limited by shares (Company Registration Number: 201508174G) on January 19, 2015. 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 operating under the name “VinFast Auto Ltd.” The principal executive office of VinFast is Dinh Vu – Cat Hai Economic Zone, Cat Hai Islands, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam and its telephone number is +(84) 2259396-9999.

See “Explanatory Note” in this Report for additional information regarding VinFast and the Business Combination. Certain additional information about VinFast is included in the Proxy Statement/Prospectus under the sections titled “Information About the Companies” and “VinFast’s Business—Corporate History and Structure” and are incorporated herein by reference. The material terms of the Business Combination are described in the Proxy Statement/Prospectus under the section titled “The Business Combination Agreement,” which is incorporated herein by reference.

VinFast is subject to certain of the informational filing requirements of the Exchange Act. Since VinFast is a “foreign private issuer,” it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of VinFast are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of VinFast’s ordinary shares. In addition, VinFast is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, VinFast is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that VinFast files with or furnishes electronically to the SEC.

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The website address of VinFast is www.vinfastauto.us. The information contained on the website does not form a part of, and is not incorporated by reference into, this Report.

B. Business Overview

Information regarding VinFast’s business is included in the Proxy Statement/Prospectus under the sections titled “VinFast’s Business” and “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.

C. Organizational Structure

The organizational chart of VinFast following the Business Combination is included on page 221 of the Proxy Statement/Prospectus and is incorporated herein by reference.

D. Property, Plants and Equipment

Information regarding the facilities of VinFast is included in the Proxy Statement/Prospectus under the section titled “VinFast’s Business—Facilities” and is incorporated herein by reference.

ITEM 4A. UNRESOLVED STAFF COMMENTS

None.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The discussion and analysis of the financial condition and results of operations of VinFast is included in the Proxy Statement/Prospectus under the section titled “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Information regarding the directors and executive officers of VinFast after the closing of the Business Combination is included in the Proxy Statement/Prospectus under the section titled “Management of VinFast Following the Business Combination” and is incorporated herein by reference.

B. Compensation

Information regarding the compensation of the directors and executive officers of VinFast, including a summary of the VinFast incentive award plan that is administered by the VinFast board, is included in the Proxy Statement/Prospectus under the sections titled “Management of VinFast Following the Business Combination—Compensation of Directors and Executive Officers” and Management of VinFast Following the Business Combination—VinFast Incentive Award Plan” and are incorporated herein by reference.

C. Board Practices

Information regarding the board of directors of VinFast is included in the Proxy Statement/Prospectus under the section titled “Management of VinFast Following the Business Combination” and is incorporated herein by reference.

D. Employees

Information regarding the employees of VinFast is included in the Proxy Statement/Prospectus under the section titled “VinFast’s Business—Our People” and is incorporated herein by reference.

E. Share Ownership

Information regarding the ownership of VinFast’s ordinary shares by VinFast’s directors and executive officers is set forth in Item 7.A of this Report.

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 

A. Major Shareholders

The following table sets forth information relating to the beneficial ownership of VinFast’s ordinary shares as of August 14, 2023 by:

• each person, or group of affiliated persons, known by us to beneficially own more than 5% of outstanding ordinary shares;

• each of our directors;

• each of our named executive officers; and

• all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through the exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other person.

The percentage of VinFast’s ordinary shares beneficially owned is computed on the basis of 2,307,170,695 ordinary shares issued and outstanding on August 14, 2023, after giving effect to the Business Combination and the Backstop Subscription.

Beneficial Owners	Number of Ordinary Shares		Percentage of all Ordinary Shares
5% shareholders:
Vingroup(1)		1,185,010,424		51.4
Vietnam Investment Group Joint Stock Company (“VIG”) (2)		769,989,498		33.4
Asian Star Trading & Investment Pte. Ltd. (“Asian Star”) (3)		345,000,076		15.0
Directors and Executive Officers
Pham Nhat Vuong(4)		2,299,999,998		99.7
Le Thi Thu Thuy		–		–
Ngan Wan Sing Winston		–		–
Ling Chung Yee, Roy		–		–
Pham Nguyen Anh Thu		–		–
Nguyen Thi Van Trinh		–		–
David Thomas Mansfield		–		–
Michael Scott Johnson		–		–
Le Mai Tuyet Trinh		–		–
Stuart Iain Taylor		–		–
All directors and executive officers as a group		2,299,999,998		99.7

(1) Consists of 1,185,010,424 ordinary shares held of record by Vingroup, a public company listed on the Ho Chi Minh Stock Exchange, in which Mr. Pham Nhat Vuong, directly and through a majority-owned affiliate, holds a majority interest. The address of Vingroup is No 7, Bang Lang 1 Street, Viet Hung Ward, Long Bien District, Hanoi, Vietnam.

(2) Consists of 769,989,498 ordinary shares held of record by VIG, a joint stock company organized in Vietnam and a majority-owned affiliate of Mr. Pham Nhat Vuong. The address of VIG is No. 7, Bang Lang 1 Street, Viet Hung Ward, Long Bien District, Hanoi, Vietnam.

(3) Consists of 345,000,076 ordinary shares held of record by Asian Star, a Singapore private company and a wholly-owned affiliate of Mr. Pham Nhat Vuong. The address of Asian Star is 120 Lower Delta Road, #02-05 Cendex Centre, Singapore 169208.

(4) Mr. Pham Nhat Vuong, through his direct and indirect shareholdings of Vingroup, may be deemed to control Vingroup and thus may be deemed to share beneficial ownership of the securities held of record by Vingroup. Mr. Pham Nhat Vuong is also the sole shareholder of Asian Star and the majority shareholder of VIG and, as a result, may be deemed to share beneficial ownership of the securities held of record by these entities. As such, Mr. Pham Nhat Vuong may be deemed to have voting and investment control over the shares held by Vingroup, VIG and Asian Star.

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B. Related Party Transactions

Information regarding certain related party transactions is included in the Proxy Statement/Prospectus under the section titled “Certain Relationships and Related Party Transactions” and is incorporated herein by reference.

C. Interests of Experts and Counsel

Not applicable.

ITEM 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

Consolidated Financial Statements

See Item 18 of this Report for our consolidated financial statements and other financial information.

Legal and Arbitration Proceedings

Information regarding legal proceedings involving VinFast is included in the Proxy Statement/Prospectus under the section titled “VinFast’s Business—Legal Proceedings” and is incorporated herein by reference.

Dividend Policy

Information regarding VinFast’s dividend policy is included in the Proxy Statement/Prospectus under the section titled “Description of VinFast’s Shares Capital—Dividends” and is incorporated herein by reference.

B. Significant Changes

None.

ITEM 9. THE OFFER AND LISTING

A. Offer and Listing Details

Nasdaq Listing of VinFast ordinary shares and VinFast warrants

VinFast’s ordinary shares and VinFast warrants are listed on Nasdaq under the symbols VFS and VFSWW, respectively. Holders of VinFast ordinary shares and/or VinFast warrants should obtain current market quotations for their securities. There can be no assurance that the VinFast ordinary shares and/or VinFast warrants will remain listed on Nasdaq. If VinFast fails to comply with the Nasdaq listing requirements, VinFast ordinary shares and VinFast warrants could be delisted from Nasdaq. A delisting of VinFast ordinary shares and/or VinFast warrants will likely affect their liquidity and could inhibit or restrict the ability of VinFast to raise additional financing.

Lock-up Agreements

Information regarding the lock-up restrictions applicable to the VinFast ordinary shares and VinFast warrants held by the Sponsor and certain shareholders and executives of VinFast, including its principal shareholders and key executives, is included in the Proxy Statement/Prospectus under the sections titled “Agreements in Connection with the Business Combination Agreement—VinFast Shareholders Support Agreement,” and “Agreements in Connection with the Business Combination Agreement—Sponsor Support Agreement” and are incorporated herein by reference. On August 10, 2023, 2,936,384 ordinary shares were released from such lock-up restrictions by mutual agreement between VinFast and the Sponsor.

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B. PLAN OF DISTRIBUTION

Not applicable.

C. Markets

VinFast’s ordinary shares and VinFast warrants are listed on Nasdaq under the symbols VFS and VFSWW, respectively. There can be no assurance that the VinFast ordinary shares and/or VinFast warrants will remain listed on Nasdaq. If VinFast fails to comply with the Nasdaq listing requirements, VinFast ordinary shares and/or VinFast warrants could be delisted from Nasdaq. A delisting of the VinFast ordinary shares and/or VinFast warrants will likely affect their liquidity and could inhibit or restrict the ability of VinFast to raise additional financing.

D. Selling Shareholders

Not Applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

ITEM 10. ADDITIONAL INFORMATION

A. Share Capital

There is no concept of authorized share capital under Singapore law.

As of August 14, 2023, subsequent to the completion of the Business Combination and the Backstop Subscription, there were 2,307,170,695 VinFast ordinary shares, no par value, outstanding.

Information regarding our share capital is included in the Proxy Statement/Prospectus under the section titled “Description of VinFast Shares Capital” and is incorporated herein by reference.

B. Memorandum and Articles of Association

Information regarding certain material provisions of the constitution of VinFast is included in the Proxy Statement/Prospectus under the section titled “Comparison of Rights of VinFast Shareholders and Black Spade Shareholders” and is incorporated herein by reference.

C. Material Contracts

Information regarding certain material contracts is included in the Proxy Statement/Prospectus under the sections titled “The Business Combination Agreement,” “Agreements in Connection with the Business Combination Agreements” and “Certain Relationships and Related Party Transactions” which are incorporated herein by reference.

D. Exchange Controls

There are no governmental laws, decrees, regulations or other legislation in the Singapore that may affect the import or export of capital, including the availability of cash and cash equivalents for use by VinFast, or that may affect the remittance of dividends, interest, or other payments by VinFast to non-resident holders of its ordinary shares. There is no limitation imposed by the laws of Singapore or in VinFast’s constitution on the right of non-residents to hold or vote shares.

E. Taxation

Information regarding certain U.S. tax consequences of owning and disposing of VinFast ordinary shares and VinFast warrants is included in the Proxy Statement/Prospectus under the section titled “Material Tax Considerations—Material U.S. Federal Income Tax Considerations” and is incorporated herein by reference.

9

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

The financial statements for Black Spade as of December 31, 2021 and 2022 and for the period from March 3, 2021 (inception) through December 31, 2021 and the year ended December 31, 2022, incorporated in this Report on Form 20-F by reference to the Registration Statement on Form F-4 (File No. 333-272663) of VinFast initially filed on June 15, 2023 have been so incorporated in reliance on the report of Marcum Asia CPA LLP, an independent registered public accounting firm, incorporated by reference herein, given on the authority of such firm as an expert in accounting and auditing. The address of Marcum Asia CPA LLP is 7 Penn Plaza, Suite 830, New York, New York, 10001, United States.

The consolidated financial statements of VinFast at December 31, 2022 and 2021 and for the years then ended, appearing in this Report, have been audited by Ernst & Young Vietnam Limited, an independent registered public accounting firm, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

H. Documents on Display

VinFast is subject to certain of the informational filing requirements of the Exchange Act. Since VinFast is a “foreign private issuer,” it is exempt from the rules and regulations under the Exchange Act prescribing the furnishing and content of proxy statements, and the officers, directors and principal shareholders of VinFast are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act with respect to their purchase and sale of VinFast ordinary shares. In addition, VinFast is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, VinFast is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent accounting firm. The SEC also maintains a website at www.sec.gov that contains reports and other information that VinFast files with or furnishes electronically to the SEC. You may read and copy any report or document we file, including the exhibits, at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.

VinFast’s ordinary shares and VinFast warrants are quoted on Nasdaq. Information about VinFast is also available on our website at www.vinfastauto.us. Our website and the information contained therein or connected thereto will not be deemed to be incorporated into this Report and you should not rely on any such information in making your decision whether to purchase our ordinary shares.

I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information regarding quantitative and qualitative disclosure about market risk is included in the Proxy Statement/Prospectus under the sections titled “VinFast’s Discussion and Analysis of Financial Condition and Results of Operations—Key Components of Results of Operations—Impacts of Macroeconomic Factors and COVID-19 Recovery” and “VinFast’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk” and are incorporated herein by reference.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Information pertaining to VinFast’s warrants is set forth in the Proxy Statement/Prospectus under the section titled “Description of VinFast’s Warrants” and is incorporated herein by reference.

PART II

Not applicable.

10

PART III

ITEM 17. FINANCIAL STATEMENTS

See Item 18.

ITEM 18. FINANCIAL STATEMENTS

VinFast’s audited consolidated financial statements as of December 31, 2021 and 2022 and for the years ended December 31, 2021 and 2022 and its unaudited interim condensed consolidated financial statements as of December 31, 2022 and March 31, 2023 and for the three months ended March 31, 2022 and 2023 are attached hereto starting on page F-1 of this Report. The audit report of Ernst & Young Vietnam Limited, an independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.

Black Spade’s audited financial statements as of December 31, 2022 and 2021 and for the period from March 3, 2021 (inception) through December 31, 2021 and the year then ended December 31, 2022 are incorporated by reference to pages F-24–F-46 in the Form F-4. Black Spade’s unaudited condensed financial statements as of December 31, 2022 and June 30, 2023 and for the six months ended June 30, 2022 and 2023 are incorporated by reference to Black Spade’s current report on Form 10-Q filed with the SEC on August 11, 2023.

The unaudited pro forma condensed combined financial statements of VinFast are attached as Exhibit 15.1 to this Report.

ITEM 19. EXHIBITS

Exhibit Number	Description
1.1*	Constitution of VinFast.
2.1*	Specimen Ordinary Share Certificate of VinFast.
2.2	Specimen Warrant Certificate of VinFast (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.1	Business Combination Agreement, dated as of May  12, 2023, by and among VinFast, Black Spade and Merger Sub (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on 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 (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.3	Shareholders Support and Lock-Up Agreement and Deed, dated May  12, 2023, between VinFast and Black Spade (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.4	Sponsor Support and Lock-Up Agreement and Deed, dated May  12, 2023, among VinFast, Black Spade and the Sponsor (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on 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 (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.6*	Registration Rights Agreement, dated as of August 11, 2023, by and among VinFast and the holder parties thereto.
4.7*	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.
4.8	Letter Agreement, dated July  15, 2021, among Black Spade and certain security holders (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.9*	VinFast Incentive Award Plan.
4.10	Form of Indemnification Agreement between VinFast and its Directors and Officers (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.11	In-Principal Asset Sale Agreement, dated December  30, 2021, between VinES Energy Solution Joint Stock Company and VinFast Vietnam (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).

11

Exhibit Number	Description
4.12	Amendment and Supplement to the In-Principal Asset Sale Agreement, dated March  25, 2022, between VinES and VinFast Vietnam (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.13	Amendment and Supplement No. 2 to the In-Principal Asset Sale Agreement, dated May  15, 2022, between VinES and VinFast Vietnam (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.14	Battery Sale and Purchase Framework Agreement, dated September  23, 2022, between VinES and VinFast Vietnam (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.15	Consultancy Service Agreement, dated September  23, 2022, between VinES and VinFast Vietnam (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.16	In-principle Agreement for Purchase of Goods, dated October  29, 2022, between VinES and VinFast Vietnam (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.17	Factory Lease Agreement, dated February  24, 2022, between Vinhomes Industrial Zone Investment Joint Stock Company and VinFast Trading and Production Joint Stock Company (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.18	Amendment to the Factory Lease Agreement, dated February  28, 2022, between VHIZ JSC and VinFast Vietnam (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.19	Amendment No. 2 to the Factory Lease Agreement, dated March  29, 2022, between Vinhomes and VinFast Vietnam (incorporated by reference to Exhibit 10.20 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.20	Financial Support Letter, dated February  21, 2023, by and between Vingroup and VinFast (incorporated by reference to Exhibit 10.21 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.21	Deed Poll, dated April  29, 2022, relating to Vingroup’s fixed rate exchangeable bonds due 2027 (incorporated by reference to Exhibit 10.22 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.22	Trust Deed, dated April  29, 2022, by and between Vingroup and The Hongkong and Shanghai Banking Corporation Limited in relation to $525,000,000 fixed rate exchangeable bonds due 2027 (incorporated by reference to Exhibit 10.23 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.23	Supplemental Trust Deed, dated June  4, 2022, by and between Vingroup and The Hongkong and Shanghai Banking Corporation Limited in relation to $100,000,000 fixed rate exchangeable bonds due 2027 (to be consolidated and form a single series with the $525,000,000 fixed rate exchangeable bonds due 2027) (incorporated by reference to Exhibit 10.24 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.24	Site Development Agreement, dated July  1, 2022, by and between the North Carolina Department of Commerce, VinFast Manufacturing US, LLC and Vingroup (incorporated by reference to Exhibit 10.25 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.25	Option to Purchase Real Estate, dated November  8, 2022, by and between North Carolina Department of Commerce and VinFast Manufacturing US, LLC (incorporated by reference to Exhibit 10.26 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
4.26	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 (incorporated by reference to Exhibit 10.27 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.27	Ordinary Shares Subscription Agreement, dated June  30, 2023, by and between VinFast and Gotion Inc. (incorporated by reference to Exhibit 10.28 to the Registration Statement on Form F-4, as amended (File No.  333-272663) initially filed with the SEC on June 15, 2023).
4.28*	Backstop Subscription Agreement, dated August 10, 2023, by and among VinFast, Black Spade and Lucky Life Limited.
8.1	List of Subsidiaries of VinFast (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form F-4, as amended (File No. 333-272663) initially filed with the SEC on June 15, 2023).
15.1*	Unaudited pro forma condensed combined financial statements of VinFast.
15.2*	Consent of Ernst & Young Vietnam Limited, an independent registered public accounting firm for VinFast.
15.3*	Consent of Marcum Asia CPAs LLP, an independent registered accounting firm for Black Spade.

Note:

* Filed herewith

12

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 report on its behalf.

	VINFAST AUTO LTD.
Date: August 18, 2023	By:	/s/ Le Thi Thu Thuy
	Name:	Le Thi Thu Thuy
	Title:	Managing Director and Global CEO

13

INDEX TO FINANCIAL STATEMENTS

VINFAST AUTO LTD.

	Page
Unaudited Interim Condensed Consolidated financial statements of VinFast Auto Ltd.
Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2022 and March 31, 2023		F-3
Unaudited Interim Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2023		F-5
Unaudited Interim Condensed Consolidated Statements of Other Comprehensive Loss for the three months ended March 31, 2022 and 2023		F-6
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2022 and 2023		F-7
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2023		F-10
Notes to Unaudited Interim Condensed Consolidated Financial Statements		F-12

	Page
Consolidated Financial Statements of VinFast Auto Ltd.
Report of Independent Registered Public Accounting Firm (PCAOB ID 3080)		F-50
Consolidated Balance Sheets as of December 31, 2021 and 2022		F-51
Consolidated Statement of Operations for the Years Ended December  31, 2021 and 2022		F-53
Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2021 and 2022		F-54
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2021 and 2022		F-55
Consolidated Statements of Cash Flows for the Years Ended December  31, 2021 and 2022		F-57
Notes to Consolidated Financial Statements		F-59

F-1

VinFast Auto Ltd.

Unaudited Interim Condensed Consolidated Financial Statements

as of and for the three months ended March 31, 2022 and 2023

F-2

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

			As of December 31, 2022		As of March 31, 2023		As of March 31, 2023
	Notes		VND million		VND million		USD
					(Unaudited)		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents				4,271,442		3,740,797		158,508,347
Trade receivables				652,922		438,020		18,560,169
Advances to suppliers				8,968,752		7,227,547		306,251,992
Inventories, net		5		21,607,277		24,779,582		1,049,982,288
Short-term prepayments and other receivables				6,457,169		6,691,670		283,545,339
Short-term derivative assets		13		532,718		447,685		18,969,703
Current net investment in sales-type lease		14		5,448		6,537		276,992
Short-term investments				3,902		3,883		164,534
Short-term amounts due from related parties		11		1,978,097		465,563		19,727,246
Assets classified as held for sale		15		360,893		354,701		15,029,703
Total current assets				44,838,620		44,155,985		1,871,016,314
NON-CURRENT ASSETS
Property, plant and equipment, net				57,188,667		61,412,516		2,602,225,254
Intangible assets, net		7		1,461,071		1,537,757		65,159,195
Goodwill		7		272,203		272,203		11,534,025
Operating lease right-of-use assets				4,558,983		7,318,172		310,092,034
Long-term derivative assets		13		696,332		289,322		12,259,407
Long-term advances to suppliers				29,082		29,082		1,232,288
Long-term prepayments				7,611		36,034		1,526,864
Non-current net investment in sales-type lease		14		82,062		134,914		5,716,695
Long-term amounts due from related parties		11		44,533		48,073		2,036,992
Other non-current assets				4,426,135		4,858,978		205,888,898
Total non-current assets				68,766,679		75,937,051		3,217,671,653
TOTAL ASSETS				113,605,299		120,093,036		5,088,687,966

F-3

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (continued)

			As of December 31, 2022			As of March 31, 2023			As of March 31, 2023
	Notes		VND million			VND million			USD
						(Unaudited)			(Unaudited)
DEFICIT AND LIABILITIES
CURRENT LIABILITIES
Short-term and current portion of long-term interest-bearing loans and borrowings		8		14,579,553			20,111,690			852,190,254
Trade payables				16,636,820			17,903,867			758,638,432
Deposits and down payment from customers		9		1,572,537			1,218,830			51,645,339
Short-term deferred revenue				107,448			116,287			4,927,415
Short-term accruals				11,056,666			11,561,280			489,884,746
Other current liabilities				4,177,978			4,177,312			177,004,746
Current operating lease liabilities				768,883			1,454,937			61,649,873
Amounts due to related parties		11		17,325,317			27,006,774			1,144,354,831
Total current liabilities				66,225,202			83,550,977			3,540,295,636
NON-CURRENT LIABILITIES
Long-term interest-bearing loans and borrowings		8		41,624,960			41,237,310			1,747,343,644
Long-term financial liability		13		15,180,723			15,446,200			654,500,000
Other non-current liabilities				606,429			5,745,628			243,458,814
Non-current operating lease liabilities				3,256,351			5,309,454			224,976,864
Long-term deferred revenue				499,395			523,538			22,183,814
Deferred tax liabilities				947,981			947,420			40,144,915
Long-term accruals				16,007			3,406			144,322
Amounts due to related parties		11		21,918,710			18,139,211			768,610,636
Total non-current liabilities				84,050,556			87,352,167			3,701,363,008
Commitments and contingencies		16
DEFICIT
Ordinary shares – VinFast Auto (2,299,999,998 shares issued and outstanding as of December 31, 2022 and March 31, 2023)				871,021			871,021			36,907,669
Accumulated losses				(127,188,455	)		(141,271,538	)		(5,986,082,119	)
Additional paid-in capital				12,311,667			12,311,667			521,680,805
Other comprehensive loss				(104,065	)		(122,889	)		(5,207,161	)
Deficit attributable to equity holders of the parent				(114,109,832	)		(128,211,739	)		(5,432,700,805	)
Non-controlling interests				77,439,373			77,401,631			3,279,730,127
Total deficit				(36,670,459	)		(50,810,108	)		(2,152,970,678	)
TOTAL DEFICIT AND LIABILITIES				113,605,299			120,093,036			5,088,687,966

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		For the three months ended March 31,
		2022			2023			2023
	Notes	VND million			VND million			USD
		(Unaudited)			(Unaudited)			(Unaudited)
Revenues
Sales of vehicles			3,049,328			1,536,619			65,110,975
Sales of merchandise			46,414			38,269			1,621,568
Sales of spare parts and components			706,568			191,545			8,116,314
Rendering of services			49,628			74,721			3,166,144
Rental income
Revenue from leasing activities			26,458			130,472			5,528,475
Revenues (*)			3,878,396			1,971,626			83,543,475
Cost of vehicles sold			(5,690,868	)		(5,239,219	)		(222,000,805	)
Cost of merchandise sold			(46,245	)		(38,533	)		(1,632,754	)
Cost of spare parts and components sold			(679,876	)		(180,873	)		(7,664,110	)
Cost of rendering services			(58,845	)		(173,466	)		(7,350,254	)
Cost of leasing activities			(10,696	)		(148,305	)		(6,284,110	)
Cost of sales			(6,486,530	)		(5,780,396	)		(244,932,034	)
Gross loss			(2,608,134	)		(3,808,770	)		(161,388,559	)
Operating expenses
Research and development costs			(3,576,558	)		(5,007,703	)		(212,190,805	)
Selling and distribution costs			(1,321,686	)		(1,277,857	)		(54,146,483	)
Administrative expenses			(536,626	)		(1,103,843	)		(46,773,008	)
Net other operating (expenses)/income			(27,485	)		55,900			2,368,644
Operating loss			(8,070,489	)		(11,142,273	)		(472,130,212	)
Finance income			43,603			15,213			644,619
Finance costs			(1,546,487	)		(2,322,862	)		(98,426,356	)
Net gain/(loss) on financial instruments at fair value through profit or loss			933,656			(671,463	)		(28,451,822	)
Loss before income tax expense			(8,639,717	)		(14,121,385	)		(598,363,771	)
Tax (expense)/income			(1,020,620	)		560			23,729
Net loss for the period			(9,660,337	)		(14,120,825	)		(598,340,042	)
Net loss attributable to non-controlling interests			(11,805	)		(27,621	)		(1,170,381	)
Net loss attributable to controlling interest			(9,648,532	)		(14,093,204	)		(597,169,661	)

(*) Including sales to related parties in the three months ended March 31, 2022 and 2023 of VND834,574 million and VND249,746 million (USD10,582,455), respectively.

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE LOSS

		For the three months ended March 31,
		2022			2023			2023
	Notes	VND million			VND million			USD
		(Unaudited)			(Unaudited)			(Unaudited)
Net loss for the period			(9,660,337	)		(14,120,825	)		(598,340,042	)
Other comprehensive income/(loss)
Other comprehensive income/(loss) that will be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations			29,800			(18,824	)		(797,627	)
Net other comprehensive income/(loss) that will be reclassified to profit or loss in subsequent periods			29,800			(18,824	)		(797,627	)
Total comprehensive loss for the period, net of tax			(9,630,537	)		(14,139,649	)		(599,137,669	)
Net loss attributable to non-controlling interests			(11,805	)		(27,621	)		(1,170,381	)
Comprehensive loss attributable to controlling interest			(9,618,732	)		(14,112,028	)		(597,967,288	)
Net loss per share attributable to ordinary shareholders			VND			VND			USD
Basic and diluted			(4,197	)		(6,127	)		(0.26	)
								Unit: Shares
Weighted average number of shares used in loss per share computation
Basic and diluted			2,298,963,211			2,299,999,998			2,299,999,998

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-6

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

	Number of shares of VinFast Auto Shares		Ordinary shares - VinFast Auto VND million		Additional paid-in capital - VinFast Auto VND million		Accumulated losses VND million			Other comprehensive income/(loss) VND million			Non-controlling interests VND million			Total Shareholders’ equity/(deficit) VND million
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 period		—		—		—		(9,648,532	)		—			(11,805	)		(9,660,337	)
Foreign currency translation adjustment		—		—		—		—			29,800			—			29,800
Total comprehensive income/(loss)		2,298,963,211		553,892		—		(87,065,450	)		(33,694	)		(26,483	)		(86,571,735	)
Additional capital contribution to VinFast Vietnam		—		—		—		—			—			6,000,000			6,000,000
Balance as of March 31, 2022 (Unaudited)		2,298,963,211		553,892		—		(87,065,450	)		(33,694	)		5,973,517			(80,571,735	)

F-7

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT (continued)

	Number of shares of VinFast Auto Shares		Ordinary shares - VinFast Auto VND million		Additional paid-in capital – VinFast Auto VND million		Accumulated losses VND million			Other comprehensive loss VND million			Non-controlling interests VND million			Total Shareholders’ equity/(deficit) VND million
Balance as of April 1, 2022 (Unaudited)		2,298,963,211		553,892		—		(87,065,450	)		(33,694	)		5,973,517			(80,571,735	)
Net loss for the period		—		—		—		(40,135,263	)		—			(53,270	)		(40,188,533	)
Foreign currency translation adjustments		—		—		—		—			(70,371	)		—			(70,371	)
Total comprehensive income/(loss)		2,298,963,211		553,892		—		(127,200,713	)		(104,065	)		5,920,247			(120,830,639	)
Additional capital contribution to VinFast Auto		1,036,787		317,129		—		—			—			—			317,129
Additional capital contribution to VinFast Vietnam		—		—		—		—			—			71,515,874			71,515,874
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

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT (continued)

	Number of shares of VinFast Auto Shares		Ordinary shares - VinFast Auto VND million		Additional paid-in capital VinFast Auto VND million		Accumulated losses VND million			Other comprehensive income/(loss) VND million			Non-controlling interests VND million			Total Shareholders’ equity/(deficit) 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 period		—		—		—		(14,093,204	)		—			(27,621	)		(14,120,825	)
Foreign currency translation adjustments		—		—		—		—			(18,824	)		—			(18,824	)
Total comprehensive income/(loss)		2,299,999,998		871,021		12,311,667		(141,281,659	)		(122,889	)		77,411,752			(50,810,108	)
Decrease of ownership in existing subsidiaries without losing control		—		—		—		10,121			—			(10,121	)		—
Balance as of March 31, 2023 (Unaudited)		2,299,999,998		871,021		12,311,667		(141,271,538	)		(122,889	)		77,401,631			(50,810,108	)
USD (Unaudited)				36,907,669		521,680,805		(5,986,082,119	)		(5,207,161	)		3,279,730,127			(2,152,970,678	)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-9

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the three months ended March 31,
		2022			2023			2023
	Notes	VND million			VND million			USD
		(Unaudited)			(Unaudited)			(Unaudited)
OPERATING ACTIVITIES
Net loss for the period			(9,660,337	)		(14,120,825	)		(598,340,042	)
Adjustments to reconcile net loss to net cash flows:
Depreciation of property, plant and equipment			878,667			1,104,232			46,789,492
Amortization of intangible assets			788,028			56,086			2,376,525
Impairment of property, plant and equipment			—			480,643			20,366,229
Changes in operating lease right-of-use assets			70,727			207,744			8,802,712
Provision related to compensation expenses, assurance-type warranties and net realizable value of inventories			2,010,057			3,299,399			139,805,042
Deferred tax expenses/(income)			1,020,620			(560	)		(23,729	)
Unrealized foreign exchange losses/(gain)			69,841			(87,585	)		(3,711,229	)
Net (gain)/losses on financial instruments at fair value through profit or loss			(933,656	)		671,463			28,451,822
Change in amortized costs of financial instruments measured at amortized cost other than nominal interest			347,215			760,239			32,213,517
Working capital adjustments:
(Increase)/decrease in trade receivables and advance to suppliers			(493,098	)		1,867,725			79,140,890
Increase in inventories			(732,418	)		(6,479,648	)		(274,561,356	)
Decrease in trade payables, deferred revenue and other payables			(2,438,169	)		(6,633,433	)		(281,077,669	)
Change in operating lease liabilities			(56,865	)		(243,344	)		(10,311,186	)
Increase in prepayments, other receivables and other assets			(38,735	)		(41,217	)		(1,746,483	)
Net cash flows used in operating activities			(9,168,123	)		(19,159,081	)		(811,825,466	)

F-10

VinFast Auto Pte. Ltd.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

		For the three months ended March 31,
		2022			2023			2023
	Notes	VND million			VND million			USD
		(Unaudited)			(Unaudited)			(Unaudited)
INVESTING ACTIVITIES
Purchase of property, plant and equipment, and intangible assets			(2,401,324	)		(7,599,814	)		(322,026,017	)
Proceeds from disposal of property, plant and equipment			—			922,675			39,096,398
Disbursement of loans			(5,533	)		—			—
Collection of loans			232,400			545,400			23,110,169
Net cash flows used in investing activities			(2,174,457	)		(6,131,739	)		(259,819,449	)
FINANCING ACTIVITIES
Capital contribution from owners			6,000,000			—			—
Proceeds from borrowings			15,033,573			22,802,511			966,208,093
Cash received under a business cooperation contract			—			5,875,000			248,940,678
Repayment of borrowings			(11,055,615	)		(3,253,120	)		(137,844,068	)
Net cash flows from financing activities			9,977,958			25,424,391			1,077,304,703
Net (decrease)/increase in cash and cash equivalents and restricted cash			(1,364,622	)		133,571			5,659,788
Cash, cash equivalents and restricted cash at beginning of the period			3,024,916			4,271,442			180,993,305
Net foreign exchange difference on cash, cash equivalents and restricted cash			30,275			(14,645	)		(620,551	)
Cash, cash equivalents and restricted cash at end of the period			1,690,569			4,390,368			186,032,542
Supplement disclosures of non-cash activities
Non-cash property and equipment additions			2,395,694			3,546,623			150,280,636
Establishment of right-of-use assets and lease liabilities at commencement dates			534,239			2,966,933			125,717,500

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-11

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

(a) Corporate information

VinFast Auto Pte. Ltd (“VinFast Auto”, “VinFast” or “the Company”) was 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 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.

(b) The Business Combination Agreement

Subsequent to the balance sheet date, 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 will merge with and into Black Spade (“Merger”), with Black Spade as the surviving entity and a wholly-owned subsidiary of VinFast after the Merger.

Pursuant to the Business Combination Agreement, among other things, immediately prior to the effective time of the Merger (the “Merger Effective Time”), (i) the constitution of VinFast (“Listing Constitution”) will be adopted and become effective, and (ii) VinFast will effect a share consolidation or subdivision such that each ordinary share of VinFast will be consolidated or divided into a number of shares equal to the Adjustment Factor which is a number resulting from dividing the Per Share VinFast Equity Value by $10.00.

At the Merger Effective Time and as a result of the Merger, (i) each Class B Ordinary Share of Black Spade, (“BSAQ Class B Ordinary Shares”) that is issued and outstanding immediately prior to the Merger Effective Time will be automatically converted into one VinFast Ordinary Share; (ii) each BSAQ Class A Ordinary Share that is issued and outstanding immediately prior to the Merger Effective Time (other than such BSAQ Class A Ordinary Shares that are treasury shares, validly redeemed shares, or BSAQ Dissenting Shares (as defined below)) will be converted into one VinFast Ordinary Share, and (iii) each issued and outstanding BSAQ Class A Ordinary Share that is held by any person who has validly exercised and not effectively withdrawn or lost their right to dissent from the Merger in accordance with Section 238 of the Companies Act (as revised) of the Cayman Islands (“BSAQ Dissenting Share”) will be cancelled and carry no right other than the right to receive the payment of the fair value of such BSAQ Dissenting Share determined in accordance with Section 238 of the Companies Act (as revised) of the Cayman Islands.

At the Merger Effective Time, 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 connection with Black Spade’s initial public offering will be exchanged for a corresponding warrant exercisable for VinFast Ordinary Shares (“VinFast Warrants”).

The Business Combination has been approved by the board of directors of VinFast.

F-12

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (continued)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION (continued)

(c) Basis of presentation

The management of VinFast Auto Pte. Ltd. has prepared the accompanying unaudited interim condensed consolidated financial statements of the Group.

These accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), including guidance with respect to interim financial information using accounting policies that are consistent with those used in the preparation of the Group’s audited consolidated financial statements for the year ended December 31, 2022. Accordingly, these unaudited interim condensed consolidated financial statements do not include all the information and footnotes required by U.S. GAAP for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results, and cash flows of the Group for each of the periods presented. The consolidated balance sheet as of December 31, 2022 was derived from the audited consolidated financial statements at that date but does not include all the disclosures required by U.S. GAAP for annual financial statements. The unaudited interim condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the unaudited interim condensed consolidated financial statements have read or have accessed to the audited consolidated financial statements for the preceding fiscal years. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2022.

(d) Going concern basis of accounting

The Group has prepared the unaudited interim condensed 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 VND14,121 billion (USD598.3 million) for the three months ended March 31, 2023. Accumulated losses amounted to VND141,272 billion (USD5,986.1 million) as of March 31, 2023. The Group is also in a net current liability position of VND39,395 billion (USD1,669.3 million) as of March 31, 2023.

As of March 31, 2023, the Group’s consolidated balance of cash and cash equivalents was VND3,741 billion (USD158.5 million) (as of December 31, 2022: VND4,271 billion). The Group has prepared its business plan covering the next twelve months from the issuance date of the unaudited interim condensed consolidated financial statements which considers the increase in revenue and operational efficiency optimization to improve operating cash flows, the consummation of external financing projects. The Group also has financial support from Vingroup JSC, subject to necessary procedures to facilitate such support, which will remain in place until the earliest of the date on which the Group obtains adequate third-party funding for the Group’s capital requirements, or until Vingroup JSC ceases to control the Group but, in all cases, no sooner than the date falling 12 months after the issuance date of the unaudited interim condensed consolidated financial statements.

F-13

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and other legal consolidated entities. All significant intercompany transactions and balances within the Group are eliminated upon consolidation.

(b) Use of estimates

The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the unaudited interim condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s unaudited interim condensed consolidated financial statements mainly include, but are not limited to, the valuation of derivatives; depreciable lives of property, plant and equipment and intangible assets; assessment for impairment of long-lived assets and goodwill, product warranty, lease terms and standalone selling price of each distinct performance obligation in revenue recognition. Actual results could differ from these estimates.

c) Revenue recognition

Sales of vehicles (automobiles, e-scooters)

The Group identifies the individuals and distributors who purchase the vehicles as the customers in the contracts for sales of automobiles and e-scooters produced by the Group. Proceeds from customers are recognized in revenue at the point in time when control of the vehicles is transferred to the customers, usually upon the delivery of the vehicles. From January 2022 onwards, the Group provides extended warranty (“service-type warranty”) in addition to the standard manufacturer’s warranty (“assurance-type warranty”) for general repairs of defects that existed at the time of sale, which are accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when control of the vehicle is transferred to the customer. Refer to the accounting policy on warranty provisions in section d) Warranty provisions.

Contracts with customers may include lease and non-lease components, comprising multiple performance obligations. The total contract consideration is allocated to the separate lease components and non-lease components, which represents distinct performance obligations, based on the relative estimated standalone selling price in accordance with ASC 606 Revenue recognition (Note 2(e)). The Group generally determines standalone selling prices based on observable price of the goods and services – i.e., actual selling prices charged to customers for vehicles are the prices charged to customers. If the standalone selling price is not directly observable, it is estimated using appropriate data that reflects the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods or services to the customer i.e., cost plus expected margin. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgements on these assumptions and estimates may impact the revenue recognition. As for the extended warranty, the Group will recognize the deferred revenue over time based on a straight-line method initially and will continue to monitor the cost pattern periodically and adjust the revenue recognition pattern to reflect the actual cost pattern as it becomes available.

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

F-14

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

c) Revenue recognition (continued)

Deferred revenue mainly related to service-type warranties, leasing activities for batteries and maintenance services which 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 three months ended March 31, 2023 was VND29.5 billion (USD1.2 million). Of the total deferred revenue as of March 31, 2023, the Group expects to recognize VND69.6 billion (USD3.0 million) of revenue in the remainder of 2023. The remaining balance will be recognized over the performance period.

US market

Vehicle Sales with Residual Value Guarantee (“RVG”)

The Group provides an RVG to its commercial banking partner in connection with its vehicle leasing program. Under the vehicle leasing program, the Group generally receives full payment for the vehicle sales price at the time of delivery or shortly after delivery, does not bear casualty and credit risks during the lease term, and is contractually obligated (or entitled) to bear the shortfall (or excess) between the resale value realized by the commercial banking partner and a predetermined resale value.

During the first three months of 2023, California residents have the option to lease the VF8 “City Edition” for either 24 or 36 months and customers who have elected to take delivery of the VF 8 “City Edition” are qualified for the VinFast Lease Forward Program following a 12-month leasing period. This program allows eligible customers to exchange their VF8 “City Edition” for the VF8 (87.7 kWh battery) with the same trim (Eco or Plus), which offers a longer driving range, without any increase in lease payments. Vehicle sales via leasing program with commercial banking partner to consumers who enjoy the Lease Forward Program are accounted for as operating leases. Estimated lease revenue is recorded ratably over the estimated term of the lease based on the difference between net sales proceeds and the guaranteed repurchase amount because the Group believes the customer has a significant economic incentive to exercise the option of exchanging the car provided to them.

Exchange of used automobiles

The Group receives used automobiles from certain customers in exchange for the new automobiles. The fair value of such non-cash consideration received from the customers is used as part of consideration and will be offset with the transaction price of new automobiles and measured when the Group obtains control of the used automobiles.

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

The program has ceased with effect from December 2022.

F-15

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

c) Revenue recognition (continued)

Sale 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 good is transferred to the distributor or the customer, usually upon the delivery of the spare parts and components.

Rendering of services

Revenue from rendering of 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-16

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

d) 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 estimating warranty reserves is limited. The Group could, in the future, become subject to significant and unexpected warranty claims, resulting in significant expenses, which would in turn materially and adversely affect its financial condition, results of operations, and prospects.

As of December 31, 2022 and March 31, 2023, 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 unaudited interim condensed consolidated balance sheets.

Accrued warranty activities consisted of the following:

	For the three months ended on March 31, 2022			For the three months ended on March 31, 2023			For the three months ended on March 31, 2023
	VND million			VND million			USD
Accrued warranty at beginning of the period		335,469			861,221			36,492,415
Changes in the liability for accruals related to pre-existing warranty (including adjustments related to changes in estimates)		(2,848	)		(34,386	)		(1,457,034	)
Provision for warranty (i)		435,739			49,621			2,102,585
Utilized		(17,761	)		(51,173	)		(2,168,347	)
Accrued warranty at ending of the period		750,599			825,283			34,969,619
Including: Accrued warranty, current		158,251			254,375			10,778,602
Accrued warranty, non-current		592,348			570,908			24,191,017

(i) In January 2022, VinFast Vietnam decided to extend the warranty policy to earlier of 10 years or the first 200,000 km for all internal-combustion-engine (ICE) cars sold since 2019 and to be sold thereafter. The estimated impact of extension warranty period for cars sold before December 31, 2021 amounting to VND357 billion (USD15.1 million) was recorded in selling and distribution costs for the three months ended March 31, 2022.

F-17

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

e) Lease

The Group early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application.

The Group assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non-cancellable period of each contract.

The Group as a lessee

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date or e) the leased asset is of such a specialized nature that it is expected to have no alternative use.

Finance lease assets are presented separately on the consolidated balance sheet as finance lease right-of-use assets, and finance lease liabilities are included in accrued expenses and other payables, current and non-current.

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the consolidated balance sheet. ROU assets represent the Group’s right to use an underlying asset for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Group utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, reduced by lease incentives and accrued rent. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option.

The Group has lease agreements with lease and non-lease components, which are generally accounted for separately. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Group recognizes lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain rent holidays and escalating rent is 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 leased 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.

F-18

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

e) Leases (continued)

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 values of the sum of lease payments and the guaranteed residual asset. The Group recognises all revenue and costs associated with the sales-type lease as revenue from leasing activities and cost of leasing activities upon delivery of the underlying asset to the customer. Interest income based on the implicit rate in the lease is recorded to finance income over time as customers are invoiced on a monthly basis.

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

Battery leases

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

At inception or on modification of a contract, the Group allocates the consideration in the contract to the separate lease components and the non-lease components based on their relative standalone selling prices (Note 2c).

f) 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-19

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

g) Fair value measurement

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

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

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

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

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

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

Financial instruments include cash and cash equivalents, trade receivables, certain other receivables, short-term derivative assets, other investments, long-term derivative assets, 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.

F-20

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

h) Convenience Translation

Translations of balances in the unaudited interim condensed consolidated balance sheet, unaudited interim condensed consolidated statement of operations, unaudited interim condensed consolidated statement of other comprehensive loss, unaudited interim condensed consolidated statements of shareholders’ equity, unaudited interim condensed consolidated statement of cash flows and the related notes from VND into USD as of and for the three months ended March 31, 2023 are solely for the convenience of the reader and were calculated at the rate of USD1.00 = VND23,600, representing the central exchange rate quoted by the State Bank of Vietnam Operations Centre as of March 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 March 31, 2023, or at any other rate.

The amounts shown in the unaudited interim condensed 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.

i) 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 2023-02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method (a consensus of the Emerging Issues Task Force)

On March 29, 2023, FASB issued ASU 2023-02, Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The amendments expand the use of the proportional amortization method of accounting, currently allowed only for investments in low-income housing tax credit structures, to equity investments in other tax credit structures that meet certain criteria. The proportional amortization method results in the tax credit investment being amortized in proportion to the allocation of tax credits and other tax benefits in each period, and a net presentation within the income tax line item.

The amendments are effective for the Company for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. All other entities have an additional year to adopt the new guidance. Early adoption is permitted. If adopted in an interim period, the guidance must be applied retrospectively to the beginning of the fiscal year that includes the interim period.

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

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

On March 27, 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-21

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

i) 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 recognize, and measure 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 not expected to have a material impact on the Group.

ASU No. 2021-10, Government Assistance (Topic 832)

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. We adopted the ASU prospectively on January 1, 2022.

Adoption of this ASU did not have a material impact on the Group.

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.

F-22

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

3. CONCENTRATION OF RISKS

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The management focuses on two types of market risk, i.e., interest rate risk and currency risk. Financial instruments affected by market risks include loans and borrowings, corporate bonds, financial assets and financial liabilities at fair value through profit or loss.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt obligations with floating interest rates. To manage this, the Group enters into interest rate swaps for loan contracts, in which it agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign currency rates relate primarily to the Group’s operating activities (when revenues or expenses are denominated in a different currency from the Group’s functional currency) and the Group’s borrowings in foreign currency. To manage this, the Group enters into foreign exchange rate swap and forward foreign exchange for loan contracts.

Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and corporate bonds. The Group has managed this liquidity risk by arranging for long-term credit facilities with the banks, or issuing long-term corporate bonds, to ensure that the loans and bonds will be repaid after the Group has completed and put into commercial operations its projects. The Group determines the liquidity risk based on terms of contracts. For accruals and other liabilities, the Group uses its judgement to determine the appropriate level of liquidity risk exposed to these liabilities.

F-23

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

4. CASH AND CASH EQUIVALENTS AND RESTRICTED CASH

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.

Restricted cash is primarily related to cash as collateral for letters of credit issued to the landlords for certain of the Group’s leased facilities and autonomous vehicle manufacturing surety bonds. The restricted cash is recorded as an item of short-term prepayments and other receivables and other non-current assets in the unaudited interim condensed consolidated balance sheet. 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 interim condensed consolidated statements of cash flows as below:

	As of March 31, 2022		As of December 31, 2022		As of March 31, 2023		As of March 31, 2023
	VND million		VND million		VND million		USD
Cash and cash equivalents		1,690,569		4,271,442		3,740,797		158,508,347
Short-term restricted cash in short-term prepayments and other receivables		—		—		150,078		6,359,237
Long-term restricted cash in other non-current assets		—		—		499,493		21,164,958
Total cash, cash equivalent and restricted cash presented in the interim condensed consolidated statements of cash flow		1,690,569		4,271,442		4,390,368		186,032,542

5. INVENTORIES, NET

The classification of inventory balance as of each financial reporting date is as follows:

	At lower of cost and net realizable value
	As of December 31, 2022		As of March 31, 2023		As of March 31, 2023
	VND million		VND million		USD
Raw materials		12,096,176		12,081,034		511,908,220
Good in transit		2,479,342		1,185,330		50,225,847
Finished goods, including service parts		3,733,281		8,516,096		360,851,525
Work in process		2,976,984		2,694,547		114,175,720
Merchandises		124,375		87,421		3,704,280
Tools and spare parts		197,119		215,154		9,116,695
TOTAL		21,607,277		24,779,582		1,049,982,288

Inventory is stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated costs of completion, disposal and transportation.

F-24

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

6. IMPAIRMENT OF LONG-LIVED ASSETS

As of March 31, 2023, the Group identified specific impairment indicators associated with individual assets of leased-out batteries due to competitive lease subscription fee for pioneer customers. The Group impaired these identified assets based on contractual lease payments agreed with customers. Impairment charges of VND480,643 million (USD20.4 million) relating to leased-out batteries under the Automotive and E-scooter segments were recognized for the three months ended March 31, 2023.

7. INTANGIBLE ASSETS, NET AND GOODWILL

	As of December 31, 2022							As of March 31, 2023
	Cost		Accumulated amortization			Net carrying value		Cost		Accumulated amortization			Net carrying value		Net carrying value
	VND million		VND million			VND million		VND million		VND million			VND million		USD
Finite-lived intangible assets:
License		3,903,095		(3,698,305	)		204,790		3,903,095		(3,705,890	)		197,205		8,356,144
Software		1,442,065		(608,416	)		833,649		1,504,094		(656,641	)		847,453		35,909,025
Purchased software under development phase		410,506		—			410,506		481,249		—			481,249		20,391,907
Others		17,176		(5,050	)		12,126		17,176		(5,326	)		11,850		502,119
Total		5,772,842		(4,311,771	)		1,461,071		5,905,614		(4,367,857	)		1,537,757		65,159,195

The Group recorded amortization expenses of VND56,086 million (USD2.4 million) and VND788,028 million for the three months ended March 31, 2023 and 2022, respectively.

F-25

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

7. INTANGIBLE ASSETS, NET AND GOODWILL (continued)

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		As of March 31, 2023		As of March 31, 2023
	VND million		VND million		USD
Automotive		262,252		262,252		11,112,373
E-scooter		9,951		9,951		421,653
Total		272,203		272,203		11,534,025

There were no accumulated impairment losses as of March 31, 2023 and December 31, 2022.

The reporting unit of Automotive is one level below the Automobiles operating segment, whereas the E-scooter reporting unit and E-scooter operating segment are at the same level. The Group does not aggregate any reporting units for the purpose of testing goodwill for impairment.

Testing impairment for automotive reporting unit

The Group is required to test its goodwill for impairment annually and more frequently if indicators of impairment exist. As of March 31, 2023, the Group has determined that an indicator of impairment for the Automotive reporting unit existed. Accordingly, a quantitative goodwill impairment test was performed for the Automotive reporting unit.

For the purpose of fair value measurement, the current use of the assets is considered as the highest and best use. Accordingly, fair value is calculated using cash flow projections from financial budgets approved by management covering the period from the reporting dates to the end of next five financial years; and extrapolated using a steady growth rate (terminal growth rate) of 3% (in 2022: 3%). The after-tax discount rate applied to cash flow projections is 15% (2022: 15%). As a result of this analysis, the estimated fair value of the automotive reporting unit is substantially in excess of their carrying values. Therefore, management did not identify impairment for goodwill allocated to this reporting unit.

Management has made key assumptions and estimate about the future cash flows. The Group’s business is subject to certain risks and uncertainties that may lead to failure to implement the Group’s business plans; including managing changes in market condition outside of our control and realization of selling price and volume in the future. As a result, a significant reduction in projected cash flow would result in an impairment of goodwill.

F-26

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. INTEREST-BEARING LOANS AND BORROWINGS

			As of December 31, 2022		As of March 31, 2023
	Note		VND million		VND million		USD
Short-term
Loans from banks		8.1		6,268,276		11,833,301		501,411,059
Current portion of long-term loans		8.2		8,311,277		8,278,389		350,779,195
TOTAL				14,579,553		20,111,690		852,190,254
Long-term
Loans from banks		8.2		27,652,234		27,246,062		1,154,494,153
Domestic bonds		8.3		13,972,726		13,991,248		592,849,492
TOTAL				41,624,960		41,237,310		1,747,343,644

F-27

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. INTEREST-BEARING LOANS AND BORROWINGS (continued)

8.1 Short-term loans from banks

Details of the short-term loans from banks of the Group as of March 31, 2023 were as follows:

Bank	As of March 31, 2023		As of March 31, 2023		Maturity	Collateral
	VND million		USD (Convenience translation)
Vietnam Prosperity Joint – Stock Commercial Bank		3,644,662		154,434,831	From June 2023 to January 2024	Sharing collateral with a group of companies guaranteed by certain shares of an affiliate of the Group held by the ultimate parent company and a property held by an affiliate of the Group
Vietnam Technological and Commercial Joint Stock Bank		3,534,238		149,755,847	From June 2023 to February 2024	Certain shares of the ultimate parent company held by an affiliate of the Group
Saigon – Hanoi Commercial Joint Stock Bank		1,959,704		83,038,305	From June 2023 to February 2024	Sharing collateral with a group of companies guaranteed by certain shares of the ultimate parent company held by an affiliate of the Group
Joint stock Commercial Bank for Investment and Development of Viet Nam – Ha Thanh Branch		1,407,683		59,647,585	From June 2023 to August 2023	Certain shares of an affiliate of the Group held by the ultimate parent company; sharing collateral with another loan of the Group guaranteed by a property held by an affiliate of the Group; a bond of a bank held by another affiliate of the Group; payment guarantee from the ultimate parent company
Joint stock Commercial Bank for Investment and Development of Viet Nam – Quang Trung Branch		1,287,014		54,534,492	From June 2023 to August 2023	Certain shares of an affiliate of the Group held by the ultimate parent company; sharing collateral with another loan of the Group guaranteed by a property held by an affiliate of the Group; payment guarantee from the ultimate parent company
TOTAL		11,833,301		501,411,059

Details of interest rate during the period of short-term borrowings as of March 31, 2023 are as follows:

Loans land borrowings	Currency	Interest rate applicable for the three months ended March 31, 2023
Short-term Loans	VND	From 11% to 15%
UPAS Letter of Credit	VND	From 8.5% to 12%

F-28

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. INTEREST-BEARING LOANS AND BORROWINGS (continued)

8.2 Long-term loans from banks

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

Lenders	As of March 31, 2023				Maturity date	Collateral
	USD (Convenience translation)		VND million
Foreign syndicated loan No.1		604,840,932		14,274,246	From September 2023 to September 2030		(i	)
In which: current portion		89,506,695		2,112,358
Foreign syndicated loan No.2		235,532,203		5,558,560	From May 2023 to November 2024		(i	)
In which: current portion		53,928,178		1,272,705
Foreign syndicated loan No.3		198,752,161		4,690,551	April 2023		(i	)
In which: current portion		198,752,161		4,690,551
Foreign syndicated loan No.4		96,881,102		2,286,394	From December 2023 to December 2026		(i	)
In which: current portion		7,490,466		176,775
Foreign syndicated loan No.5		125,502,669		2,961,863	From November 2024 to November 2029		(i	)
Foreign syndicated loan No.6		241,567,331		5,700,989	From November 2025 to November 2026		(i	)
Domestic loan		2,196,949		51,848	From June 2023 to December 2024		(i	)
In which: current portion		1,101,695		26,000
TOTAL		1,505,273,347		35,524,451
In which:
Non-current portion		1,154,494,153		27,246,062
Current portion		350,779,195		8,278,389

(i) As of March 31, 2023 and December 31, 2022, these long-term loans were secured by:

Property, plant and equipment, the Revenue Account at a commercial bank with outstanding balance and accumulated other related benefits arising from such account;

Certain shares of affiliates of the Group held by the ultimate parent company;

Payment Guarantee from the ultimate parent company and a commercial bank.

Details of interest rate during the three months ended March 31, 2023 of borrowings as follows:

Loans and borrowings	Currency	Interest rate applicable for the three months ended March 31, 2023
Secured loans	VND	Floating interest rate 11.8% per annum
Secured loans without swap contract	USD	Floating interest rate, from 4.93% to 8.45% per annum
Secured loans with floating interest rate swapped for fixed interest rate (also fixed transaction rate) under swap contracts (Note 13)	USD	Fixed interest rate under swap contract from 4.1% to 9.15% per annum

F-29

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

8. INTEREST-BEARING LOANS AND BORROWINGS (continued)

8.3 Domestic bonds

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

The bonds being due in December 2024 with a total issuance value of VND11,500 billion. The remaining principal balance of the bonds is VND11,400 billion (USD483.1 million) (net of issuance costs) as of March 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;

The bonds being due in May 2025 with a total issuance amount of VND2,000 billion. The remaining principal balance of the bonds is VND1,978 billion (USD83.8 million) (net of issuance costs) as of March 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 VND1,200 billion, of which the Group received a disbursement of VND620 billion (USD 26.3 million). The remaining principal balance of the bonds as of March 31, 2023 is VND613 billion (USD26.0 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.

As of March 31, 2023, the Group’s collateral cover ratio was less than the required ratio specified in certain bonds with outstanding balance amounting to VND13,378 billion (USD566.9 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 unaudited interim condensed consolidated financial statements, the Group has completed administrative procedures with the relevant regulatory body to register the additional collaterals. Accordingly, the outstanding balance of these bonds continued to be classified as non-current liabilities as of March 31, 2023.

F-30

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

9. DEPOSITS AND DOWN PAYMENT FROM CUSTOMERS

Balance as of March 31, 2023 represents deposits and down payment received in advance from customers for sales of automobiles, e-scooters and service parts, which included VND505 billion (USD21.4 million) of refundable deposit liabilities and VND714 billion (USD30.2 million) of non-refundable down-payment of contract liabilities. Revenue recognized in the three months ended March 31, 2023 from the contract liabilities at beginning of the year amounted to approximately VND910.2 billion (USD38.6 million).

10. 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 three months ended March 31, 2023 and 2022. Details are as below:

	For the three months ended March 31,
	2022			2023			2023
	VND million			VND million			USD
Net loss attributable to controlling interests		(9,648,532	)		(14,093,204	)		(597,169,661	)
Net loss attributable to controlling interests adjusted for the effect of dilution		(9,648,532	)		(14,093,204	)		(597,169,661	)

			Unit: Shares
	For the three months ended March 31,
	2022		2023
Weighted average number of ordinary shares for basic earnings per share		2,298,963,211		2,299,999,998
Weighted average number of ordinary shares adjusted for the effect of dilution		2,298,963,211		2,299,999,998

	For the three months ended March 31,
	2022			2023			2023
	VND			VND			USD
Basic loss per share		(4,197	)		(6,127	)		(0.26	)
Diluted loss per share		(4,197	)		(6,127	)		(0.26	)

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 interim condensed consolidated financial statements have been revised on a retroactive basis to give effect to the share split and the share consolidation.

F-31

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. RELATED PARTY TRANSACTIONS

The principal related parties with which the Group had significant transactions during the three months ended March 31, 2023 and 2022 presented are as follows:

Related parties	Relationship with the Company
Pham Nhat Vuong	Member of the Board of Directors
Vingroup JSC	Ultimate Parent
Vietnam Investment Group Joint Stock Company (“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 Transport Services LLC”)	Entity under common control
Vincom Retail JSC (“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
Vinsmart Research and Manufacture JSC (“Vinsmart JSC”)	Entity under common control
Green and Smart Mobility Joint Stock Company (“GSM JSC”)	Entity under common control
VinCSS Internet Security Services Limited Liability Company (“VinCSS”)	Entity under common control
Vinpearl JSC	Entity under common control
VinFast Lithium Battery Pack Limited Liability Company (“VinFast Lithium Battery Pack LLC”)	Associate of Ultimate Parent

F-32

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. RELATED PARTY TRANSACTIONS (continued)

Significant transactions with related parties during the three months ended March 31, 2023 and 2022 were as follows:

Currency: VND million

		For the three months ended March 31,
		2022		2023
Related party	Transactions	VND million		VND million		USD
Vingroup JSC	Borrowings		5,860,000		22,255,133		943,014,110
	Capital contribution in cash		6,000,000		—		—
	Interest payable		531,903		383,709		16,258,856
Vinhomes JSC	Sales		—		46,450		1,968,220
	Vouchers redemption		—		350,126		14,835,847
	Interest expenses		38,801		—		—
Vinsmart JSC	Purchase of machinery and equipment, tools, materials and goods		159,544		42,748		1,811,356
VHIZ JSC	Contractual profit sharing under business investment and cooperation contract		56,000		—		—
	Interest payable		118,023		374,717		15,877,839
Vincom Retail JSC	Borrowings		860,000		700,000		29,661,017
GSM JSC	Sales of vehicles		—		149,309		6,326,653
VIN3S JSC	Purchase of information technology services		90,466		7,014		297,203
Vincom Retail Operation JSC	Borrowing		640,000		1,745,000		73,940,678
	Interest expense		6,219		35,616		1,509,153
Vinpearl JSC	Hotel service & airplane tickets expenses		10,469		46,948		1,989,322
VinES JSC	Sale of battery parts and finished batteries		503,518		—		—
	Transfer battery production facilities		702,749		—		—
	Processing fee		—		387,331		16,412,331
	Purchase of battery parts and finished batteries		—		339,822		14,399,237
VinCSS	Purchase of information technology services		—		41,874		1,774,322
Vinbus Ecology Transport Services LLC	Sale of electric buses		296,151		20,286		859,576

F-33

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. RELATED PARTY TRANSACTIONS (continued)

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

	As of December 31, 2022		As of March 31, 2023
	VND million		VND million		USD
Amounts due from related parties
Short-term loans, advance to and receivables from related parties		1,978,097		465,563		19,727,246
Short-term loans (Note 11a)		545,400		—		—
Short-term advance to and receivables (Note 11c)		1,432,697		465,563		19,727,246
Long-term loans to and receivables		44,533		48,073		2,036,992
Long-term receivables (Note 11c)		44,533		48,073		2,036,992
Total		2,022,630		513,636		21,764,237
Amounts due to related parties
Short-term payables to and borrowings from related parties		17,325,317		27,006,774		1,144,354,831
Short-term payables (Note 11c)		16,605,397		7,424,610		314,602,119
Short-term borrowing (Note 11b)		719,920		19,582,164		829,752,712
Long-term payables to related parties		21,918,710		18,139,211		768,610,636
Long-term payables (Note 11c)		14,371,365		14,717,711		623,631,822
Long-term borrowing (Note 11b)		7,547,345		3,421,500		144,978,814
Total		39,244,027		45,145,985		1,912,965,466

a) Detail of loans to related parties:

	As of December 31, 2022		As of March 31, 2023
	VND million		VND million		USD
Short-term loans to related parties
Vinpearl JSC		545,400		—		—
Total		545,400		—		—

F-34

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. RELATED PARTY TRANSACTIONS (continued)

b) Detail of borrowings from related parties:

	As of December 31, 2022		As of March 31, 2023
	VND million		VND million		USD
Short-term borrowing from related parties
Vingroup JSC		325,000		19,282,164		817,040,848
Vinpearl JSC		300,000		300,000		12,711,864
Asian Star		94,920		—		—
Total		719,920		19,582,164		829,752,712
Long-term borrowing from related parties
Vingroup JSC		7,547,345		3,421,500		144,978,814
Total		7,547,345		3,421,500		144,978,814

Details of the short-term and long-term borrowings from related parties of the Group as of March 31, 2023 were as follows:

Counterparty	As of March 31, 2023		Maturity	Collateral	Interest rate applicable for the three months ended March 31, 2023
	VND million	USD (Convenience translation)
Short-term
Vingroup JSC	19,282,164	817,040,848	From August 2023 to March 2024	Unsecured		8-11	%
Vinpearl JSC	300,000	12,711,864	August 2023	Unsecured		11	%
TOTAL	19,582,164	829,752,712
Long-term
Vingroup JSC	3,421,500	144,978,814	December 2026	Unsecured		11	%
TOTAL	3,421,500	144,978,814

F-35

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

11. RELATED PARTY TRANSACTIONS (continued)

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

	As of December 31, 2022		As of March 31, 2023
	VND million		VND million		USD
Amount due from related parties
VinFast Lithium Battery Pack LLC		46,270		46,281		1,961,059
Vinpearl JSC		250,204		76,209		3,229,195
VinES JSC		1,000,000		9,723		411,992
Vingroup JSC		45,676		46,958		1,989,746
VHIZ JSC		38,413		58,930		2,497,034
Vinhomes JSC		3,654		61,886		2,622,288
GSM JSC		—		135,961		5,761,059
Others		93,013		77,688		3,291,864
Total		1,477,230		513,636		21,764,237

	As of December 31, 2022		As of March 31, 2023
	VND million		VND million		USD
Amount due to related parties
Vingroup JSC		910,276		1,186,854		50,290,424
VHIZ JSC (*)		15,193,854		15,511,188		657,253,729
Vinhomes JSC		3,604,951		3,291,384		139,465,424
Vinsmart JSC		2,038,084		1,013,204		42,932,373
VinES JSC		8,816,483		736,869		31,223,263
Vin3S JSC		104,792		103,354		4,379,407
Others		308,322		299,468		12,689,322
Total		30,976,762		22,142,321		938,233,941

(*) This is payable relating to the leaseback transaction with VHIZ JSC. Payment is made every quarter until February 2067.

12. SEGMENT REPORTING

The Company has three reportable segments, namely Automobiles, E-scooter, Spare parts & Aftermarket services. The Automobiles segment includes the design, development, manufacturing and sales of cars and electric buses. The E-scooter segment includes the design, development, manufacturing and sales of e-scooters. The sales of spare parts and rendering of aftermarket services for automobiles and e-scooters are included in the Spare parts & Aftermarket services segment.

A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “All other”. The “All other” category mainly includes leasing activities.

F-36

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

12. SEGMENT REPORTING (continued)

Information about segments presented was as follows:

For the three months ended March 31, 2023:

Currency: VND million

	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated (*)			Total
Revenues		1,369,752			205,136			230,186			166,552			—			1,971,626
Cost of sales		(4,946,438	)		(331,314	)		(202,936	)		(299,708	)		—			(5,780,396	)
Gross profit/(loss)		(3,576,686	)		(126,178	)		27,250			(133,156	)		—			(3,808,770	)
Operating expenses		(6,232,560	)		(60,680	)		—			(480,643	)		(559,620	)		(7,333,503	)
Operating profit/(loss)		(9,809,246	)		(186,858	)		27,250			(613,799	)		(559,620	)		(11,142,273	)

For the three months ended March 31, 2022:

	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated (*)			Total
Revenues		2,751,223			344,519			724,591			58,063			—			3,878,396
Cost of sales		(5,232,762	)		(504,351	)		(690,029	)		(59,388	)		—			(6,486,530	)
Gross loss		(2,481,539	)		(159,832	)		34,562			(1,325	)		—			(2,608,134	)
Operating expenses		(4,741,796	)		(116,177	)		—			—			(604,382	)		(5,462,355	)
Operating loss		(7,223,335	)		(276,009	)		34,562			(1,325	)		(604,382	)		(8,070,489	)

F-37

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

12. SEGMENT REPORTING (continued)

For the three months ended March 31, 2023:

Currency: USD

	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated (*)			Total
Revenues		58,040,339			8,692,203			9,753,644			7,057,288			—			83,543,475
Cost of sales		(209,594,831	)		(14,038,729	)		(8,598,983	)		(12,699,492	)		—			(244,932,034	)
Gross profit/(loss)		(151,554,492	)		(5,346,525	)		1,154,661			(5,642,203	)		—			(161,388,559	)
Operating expenses		(264,091,525	)		(2,571,186	)		—			(20,366,229	)		(23,712,712	)		(310,741,653	)
Operating profit/(loss)		(415,646,017	)		(7,917,712	)		1,154,661			(26,008,432	)		(23,712,712	)		(472,130,212	)

(*) Unallocated expenses are mainly related to general and corporate administrative costs such as wages and salaries for employees responsible for general corporate functions, including accounting, finance, tax, legal and human relations; technology-related fees; depreciation and amortization of fixed assets used for administration purpose; professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the chief operating decision maker as part of segment performance.

F-38

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

12. SEGMENT REPORTING (continued)

The following table presents revenues by geographic area based on the sales location of the products:

	For the three months ended March 31, 2022		For the three months ended March 31, 2023
	VND million		VND million		USD
Vietnam		3,878,396		1,971,626		83,543,475
Total		3,878,396		1,971,626		83,543,475

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

	For the three months ended March 31, 2022		For the three months ended March 31, 2023
	VND million		VND million		USD
Sales of ICE vehicles		2,357,673		60,082		2,545,847
Sales of e-cars		97,399		1,181,192		50,050,508
Sales of e-buses		296,151		128,478		5,443,983
Sales of e-scooters		344,519		205,136		8,692,203
Sale of spare parts and components		706,568		191,545		8,116,314
Rendering of aftermarket services		18,023		38,641		1,637,331
Revenue from leasing activities and other		58,063		166,552		7,057,288
Total revenue		3,878,396		1,971,626		83,543,475

F-39

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. 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 active markets for identical instruments		Significant other observable inputs		Significant unobservable inputs		Total
	(Level 1)		(Level 2)		(Level 3)
	VND million		VND million		VND million		VND million
Financial assets:
Financial assets at fair value through profit or loss
- 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
As of 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 (ii)		—		—		15,180,723		15,180,723
As of December 31, 2022		—		—		15,180,723		15,180,723

F-40

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. 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 March 31, 2023
	Quoted prices in active markets for identical instruments		Significant other observable inputs		Significant unobservable 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 contract (i)		—		—		737,007		737,007		31,229,110
In which:
Non-current portion		—		—		289,322		289,322		12,259,407
Current portion		—		—		447,685		447,685		18,969,703
As of March 31, 2023		—		—		737,007		737,007		31,229,110
Financial liabilities:
Financial liability at fair value through profit or loss
- Long-term financial liabilities in respect of DPS2 (ii)		—		—		15,446,200		15,446,200		654,500,000
As of March 31, 2023		—		—		15,446,200		15,446,200		654,500,000

F-41

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. FAIR VALUE HIERARCHY (continued)

A. Fair value of financial instruments that are carried at fair value (continued)

Reconciliations of significant liabilities categorized within Level 3 under the fair value hierarchy are as follow:

	As of January 1, 2022		Net change in unrealized fair value recognized in consolidated statements of operations			As of March 31, 2022
	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		65,215			70,506
In which:
Non-current portion		5,291		65,215			70,506
Current portion		—		—			—
Financial liabilities:
Financial liability at fair value through profit or loss
- Derivative liabilities – cross-currency interest rate swaps contract (i)		2,003,184		(1,283,898	)		719,286
In which:
Non-current portion		891,711		(804,156	)		87,555
Current portion		1,111,473		(479,742	)		631,731

F-42

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. FAIR VALUE HIERARCHY  (continued)

A. Fair value of financial instruments that are carried at fair value (continued)

Reconciliations of significant liabilities categorized within Level 3 under the fair value hierarchy are as follow (continued):

	As of January 1, 2023		Net change in unrealized fair value recognized in consolidated statements of operations			As of March 31, 2023		As of March 31, 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		(492,043	)		737,007		31,229,110
In which:
Non-current portion		696,332		(407,010	)		289,322		12,259,407
Current portion		532,718		(85,033	)		447,685		18,969,703
Financial liabilities:
Financial liability at fair value through profit or loss
- Financial liabilities in respect of DPS2 (ii)		15,180,723		265,477			15,446,200		654,500,000
In which:
Non-current portion		15,180,723		265,477			15,446,200		654,500,000
Current portion		—		—			—		—

F-43

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. FAIR VALUE HIERARCHY (continued)

A. Fair value of financial instruments that are carried at fair value (continued)

(i) The Group entered into non-transferable cross-currency interest rate swap (“CCIRS”) contracts with financial institutions for syndicated loans No.1, No.2, and No.3. Under the terms of the CCIRS contracts, the Group will receive floating interests based on outstanding USD notional amount every interest payment date, and in turn will pay fixed interest for such loans based on the outstanding VND notional amount. In addition, at each principal repayment date, the Group will pay a fixed amount in VND based on the USD-VND exchange rate for such loans at inception of the CCIRS for receiving notional amount in USD with the financial institutions. The outstanding notional amounts of the Group’s derivative instruments were maximum equal the carrying value of syndicated loans No. 1, No. 2 and No. 3 as disclosed in Note 8.

As of March 31, 2023, the total net amount of fair value of the CCIRS derivative liabilities and derivative assets were VND737 billion (USD31.2 million) (as of December 31, 2022: VND1,229 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 the three months ended March 31, 2023 was recorded as net loss on financial instruments at fair value through profit or loss in the consolidated statement of operations.

(ii) On April 29, 2022 and June 4, 2022, the Company and Vingroup JSC entered into Subscription Agreements with certain investors pursuant to which, Vingroup JSC issued to such investors, and such investors subscribed for, USD525 million aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘First Closing Bonds’) and USD100 million aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘Second Closing Bonds’), respectively. Both First Closing Bonds and Second Closing Bonds are referred to as the “EB”. Investors of the EB 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.

Concurrent with the entry into the EB, the Company entered into a Deed Poll, pursuant to which investors of the EB have the rights to exchange their EB upon the completion of an initial public offering of the Company, for a specified number of ordinary shares in the Company at the exchange rate determined at the time of exchange. Under the terms of the EB, Vingroup JSC shall use the proceeds from the issuance of the EB (net of fees and expenses incurred in connection with such issuance) to contribute capital into VinFast Vietnam via the issuance of Dividend Preferred Shares (“DPS2”).

In May and June 2022, VinFast Vietnam issued DPS2 amounting to VND11,745.72 billion and VND2,249.64 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. 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 unaudited interim condensed consolidated statements of the Company.

As of March 31, 2023, the fair value of the Financial liabilities in respect of DPS2 was VND15,446 billion (USD654.5 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 unaudited interim condensed consolidated statement of operations.

F-44

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

13. 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 1 and Level 3 of the fair value hierarchy:

The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy as of March 31, 2023 and as of December 31, 2022 are shown below:

Item	Valuation technique	Valuation date	Significant unobservable inputs	Rate (%/annum)
CCIRS contract of the loan No.1	Discounted Cash Flow (“DCF”)	December 31, 2022	Interpolated LIBOR for subsequent years	4.41- 4.96
		March 31, 2023	Interpolated LIBOR for subsequent years	4.24 - 5.06
CCIRS contract of the loan No.2	DCF	December 31, 2022	Interpolated LIBOR for subsequent years	4.54 - 4.97
		March 31, 2023	Interpolated LIBOR for subsequent years	4.44 - 5.08
CCIRS contract of the loan No.3	DCF	December 31, 2022	Interpolated LIBOR for subsequent years	4.86 - 4.89
		March 31, 2023	Interpolated LIBOR for subsequent years	4.94
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%
		March 31, 2023	Credit spread of the Company (ii)	12.46
			Probability of expected events & expected exercise date
			Fair value of the ordinary shares ($) (i)	3.28
			Dividend yield ($) (ii)	0
			Volatility (ii)	84% - 85%

(i) The fair value of ordinary shares is estimated based on DCF method. Because there has been no public market for ordinary shares, the Company with the assistance of an independent third party valuer has determined the fair value of ordinary shares by considering a number of objective and subjective factors, including, amongst others, operating and financial performance and trends in industry. There is inherent uncertainty in these estimates. $1 increase/decrease in the estimated fair value of ordinary shares would result in an increase/decrease in fair value of the Financial liabilities in respect of DPS2 by VND86.6 billion/VND43.6 billion (USD3.7 million/USD1.8 million), respectively.

(ii) The risk-free rates are estimated based on the curve of USD LIBOR rates, swap rates, future rates as at the valuation date. The Group has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. The expected volatility at valuation date is estimated based on historical volatilities of comparable companies mirroring the remaining time to respective conversion or maturity date of the EB.

Lattice model is applied to back-solve the implied credit spread of the Company at First closing date. 1% increase/decrease in the credit spread of the Company would result in an decrease/increase in fair value of the Financial liabilities in respect of DPS2 by VND150.8 billion/VND153.1 billion (USD6.4 million/USD6.5 million), respectively

F-45

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

14. LEASES

Group as a lessor

Sales-type leases

For the three months ended March 31, 2023, we recognized VND70.2 billion (USD3.0 million) of sales-type leasing revenue and VND56.9 billion (USD2.4 million) of sales-type leasing cost of revenue (for the three months ended March 31, 2022: nil)

Lease receivables relating to sales-type leases are presented on the consolidated balance sheet as follows:

	As of December 31, 2022			As of March 31, 2023
	VND million			VND million			USD
Gross lease receivables		149,417			255,013			10,805,636
Received cash		(2,649	)		(9,701	)		(411,059	)
Unearned interest income		(59,258	)		(103,861	)		(4,400,890	)
Net investment in sales-type leases		87,510			141,451			5,993,686
Reported as:
Current net investment in sales-type lease		5,448			6,537			276,992
Non-current net investment in sales-type lease		82,062			134,914			5,716,695
Net investment in sales-type leases		87,510			141,451			5,993,686

Lease income in operating lease

	For the three months ended March 31, 2022		For the three months ended March 31, 2023
	VND million		VND million		USD
Lease income relating to lease payments		22,611		45,167		1,913,856
Lease income relating to variable lease payments not included in the measurement of the lease receivable		3,270		16,068		680,847

F-46

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

15. ASSETS CLASSIFIED AS HELD FOR SALE

The Group classified certain long-lived assets under the Vehicle segment, as held for sale as of March 31, 2023 due to its plan to dispose of these assets.

	As of December 31, 2022		As of March 31, 2023
	VND million		VND million		USD
Carrying value of assets held for sale
Assets of Lang Lang Proving Ground		360,893		354,701		15,029,703
Total		360,893		354,701		15,029,703

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 March 31, 2023, the Group identified a potential customer and signed a conditional sale agreement in May 2023. The transaction is expected to be completed in 2023, therefore, the criteria of assets held-for-sale are satisfied as of March 31, 2023.

16. COMMITMENTS AND CONTINGENCIES

Commitments related to the development of the projects and products

The Group has signed contracts relating to the purchase and installation of machinery and equipment, information technology systems and deployment of site clearance, direct cost to acquire land, construction of factories, showrooms, charging stations and development of products. The estimated commitment amount of these contracts as at March 31, 2023 was VND17,976.5 billion (USD761.7 million) (December 31, 2022: VND18,498.9 billion).

Contingent liabilities related to contract termination penalty

The Group has estimated the compensation expenses deriving from early termination of contracts with suppliers as result of the Group’s ICE phasing-out plan. The Group is in the process of negotiating with suppliers to finalize the compensation expenses. The ultimate resolution of the matter could result in a loss of up to VND393.2 billion (USD16.7 million) in excess of the amount accrued.

The Group has also estimated the compensation expenses deriving from early termination of a land leasing contract with a landlord in the U.S. and Europe. The Group is in the process of negotiating with suppliers to finalize the compensation expenses.

Other commitments

Under the agreement signed between VinFast Vietnam and World Triathlon Corporation, VinFast Vietnam is the Event Title Partner of Ironman World Championship event series. The Group has committed to paying the annual fees with total remaining amount of VND 267.3 billion (USD11.3 million) until the end of 2025.

F-47

VinFast Auto Pte. Ltd.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. COMMITMENTS AND CONTINGENCIES (continued)

Covid-19 pandemic

The Covid-19 pandemic is resulting in an economic slowdown and adversely impacting most businesses and industries. This situation may bring uncertainties and have an impact on the environment in which the Group operates. The Company’s management has continuously monitored ongoing developments and assessed the financial impact in respects of the valuation of assets, provisions, and contingent liabilities, and has used estimates and judgement in respect of various issues as the situation has evolved, using the best information obtained up to the date of this unaudited interim condensed consolidated financial statements.

17. SUBSEQUENT EVENTS

The Business Combination Agreement

On May 12, 2023, the Company entered into a Business Combination Agreement with Black Spade Acquisition Co and Nuevo Tech Limited as disclosed in Note 2(b).

Vehicle Sales with Residual Value Guarantee (Vietnam market)

In April 2023, the Group launched a residual value guarantee program in Vietnam of which, subject to terms and conditions of the program, the Group may repurchase VinFast electric vehicles (including ones sold in the past) from customers after five years of their use. Purchases under the program would be made at predetermined prices which would be a percentage of the original price based on the vehicle model and on the years of usage, directly by the Group or through arrangements with third parties. Alternatively, under this program, the Group may also compensate for the deficit if the customer decides to sell their VinFast vehicle to other third parties at a lower price. The Group is in process of determining the financial impact of the implementation of this new policy on its financial statements.

Share Consolidation

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 consolidation.

F-48

VinFast Auto Ltd.

[Formerly known as VinFast Trading & Investment Pte. Ltd.]

Consolidated Financial Statements

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

F-49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of VinFast Auto Pte. Ltd. [formerly known as VinFast Trading & Investment Pte. Ltd]

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of VinFast Auto Pte. Ltd. (formerly known as VinFast Trading & Investment Pte. Ltd) (“VinFast Auto” or “the Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, the results of its operations and its cash flows for the two years in the period ended December 31, 2022, in conformity with United States of America generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Ernst & Young Vietnam Limited

We have served as the Company’s auditor since 2017.

Ho Chi Minh City, Vietnam

March 9, 2023, except for Note 25, as to which the date is August 18, 2023.

F-50

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED BALANCE SHEETS

as at December 31, 2022 and 2021

			As of December 31,
			2021		2022		2022
	Notes		VND million		VND million		USD
ASSETS
CURRENT ASSETS
Cash and cash equivalents		4		3,024,916		4,271,442		180,901,315
Trade receivables		5		428,592		652,922		27,652,122
Advances to suppliers		6		6,871,869		8,968,752		379,838,724
Inventories, net		7		6,683,685		21,607,277		915,097,291
Short-term prepayments and other receivables		8		4,826,879		6,457,169		273,469,784
Short-term derivative assets		19		—		532,718		22,561,337
Current net investment in sales-type lease		16		169		5,448		230,714
Short-term investments				—		3,902		165,242
Short-term amounts due from related parties		21		1,997,181		1,978,097		83,775,079
Assets classified as held for sale		22		2,859,211		360,893		15,284,319
Total current assets				26,692,502		44,838,620		1,898,975,927
NON-CURRENT ASSETS
Property, plant and equipment, net		9		51,788,345		57,188,667		2,422,017,059
Intangible assets, net		10		3,163,588		1,461,071		61,878,333
Goodwill		10		272,203		272,203		11,528,160
Operating lease right-of-use assets		16		2,235,169		4,558,983		193,079,080
Finance lease right-of-use assets		16		96,582		—		—
Long-term derivative assets		19		5,291		696,332		29,490,588
Long-term advances to suppliers		6		656,464		29,082		1,231,676
Long-term prepayments				4,982		7,611		322,331
Non-current net investment in sales-type lease		16		182,304		82,062		3,475,453
Long-term amounts due from related parties		21		45,950		44,533		1,886,031
Deferred tax assets		17		50,219		—		—
Other non-current assets				127,857		4,426,135		187,452,781
Total non-current assets				58,628,954		68,766,679		2,912,361,492
TOTAL ASSETS				85,321,456		113,605,299		4,811,337,419

F-51

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED BALANCE SHEETS (continued)

as at December 31, 2022 and 2021

			As of December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
EQUITY AND LIABILITIES
CURRENT LIABILITIES
Short-term and current portion of long-term interest-bearing loans and borrowings		11		15,826,651			14,579,553			617,463,691
Short-term derivative liabilities		19		1,111,473			—			—
Trade payables				3,188,756			16,636,820			704,591,719
Deposits and down-payment from customers		12		1,317,471			1,572,537			66,599,058
Short-term deferred revenue		13		17,338			107,448			4,550,551
Short-term accruals		14		4,119,068			11,056,666			468,264,705
Other current liabilities		15		5,313,963			4,177,978			176,942,975
Current operating lease liabilities		16		375,293			768,883			32,563,236
Amounts due to related parties		21		56,035,252			17,325,317			733,750,493
Total current liabilities				87,305,265			66,225,202			2,804,726,428
NON-CURRENT LIABILITIES
Long-term interest-bearing loans and borrowings		11		31,343,149			41,624,960			1,762,873,105
Long-term derivative liabilities		19		891,711			15,180,723			642,924,079
Other non-current liabilities		15		171,290			606,429			25,683,097
Non-current operating lease liabilities		16		1,298,354			3,256,351			137,910,847
Long-term deferred revenue		13		25,945			499,395			21,150,055
Deferred tax liabilities		17		51,462			947,981			40,148,273
Long-term accruals				32,714			16,007			677,907
Amounts due to related parties		21		41,142,764			21,918,710			928,286,892
Total non-current liabilities				74,957,389			84,050,556			3,559,654,255
Commitments and contingencies		24
EQUITY
Ordinary shares (2,298,963,211 and 2,299,999,998 shares issued and outstanding as of December 31, 2021 and 2022, respectively)				553,892			871,021			36,888,929
Accumulated losses				(77,416,918	)		(127,188,455	)		(5,386,602,368	)
Additional paid-in capital				—			12,311,667			521,415,683
Other comprehensive loss				(63,494	)		(104,065	)		(4,407,303	)
Deficit attributable to equity holders of the parent				(76,926,520	)		(114,109,832	)		(4,832,705,059	)
Non-controlling interests (*)				(14,678	)		77,439,373			3,279,661,795
Total deficit				(76,941,198	)		(36,670,459	)		(1,553,043,264	)
TOTAL DEFICIT AND LIABILITIES				85,321,456			113,605,299			4,811,337,419

(*) The balance as of December 31, 2022 mainly included dividend preference shares which comprise of the DPS 1, DPS 3 and DPS 4 issued by VinFast Vietnam to Vingroup JSC as presented in Note 20 (i) and Note 20 (iii).

F-52

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF OPERATIONS

for the years ended December 31, 2022 and 2021

			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
Revenues
Sales of vehicles				13,898,621			12,391,500			524,796,735
Sales of merchandise				1,405,368			112,206			4,752,059
Sales of spare parts and components				538,216			2,072,628			87,778,581
Rendering of services				96,577			222,732			9,432,954
Rental income
Revenue from leasing activities				89,400			166,525			7,052,585
Revenues (*)				16,028,182			14,965,591			633,812,914
Cost of vehicles sold				(23,326,953	)		(24,660,149	)		(1,044,390,522	)
Cost of merchandise sold				(1,398,339	)		(151,353	)		(6,409,994	)
Cost of spare parts and components sold				(437,195	)		(1,869,084	)		(79,158,180	)
Cost of rendering services				(65,376	)		(389,635	)		(16,501,582	)
Cost of leasing activities				(56,095	)		(162,275	)		(6,872,567	)
Cost of sales				(25,283,958	)		(27,232,496	)		(1,153,332,845	)
Gross loss				(9,255,776	)		(12,266,905	)		(519,519,931	)
Operating expenses:
Research and development costs				(9,255,376	)		(19,939,898	)		(844,481,524	)
Selling and distribution costs				(2,203,839	)		(5,213,739	)		(220,808,879	)
Administrative expenses				(2,424,560	)		(4,010,012	)		(169,829,416	)
Compensation expenses				(4,340,322	)		(109,431	)		(4,634,540	)
Net other operating income/(expenses)		18		412,472			(716,379	)		(30,339,670	)
Operating loss				(27,067,401	)		(42,256,364	)		(1,789,613,960	)
Finance income		18		446,139			88,060			3,729,477
Finance costs		18		(4,598,235	)		(7,959,840	)		(337,109,936	)
Net (loss)/gain on financial instruments at fair value through profit or loss				(1,710,029	)		1,226,012			51,923,272
Investment gain		18		956,588			—			—
Share of losses from equity investees				(36,786	)		—			—
Loss before income tax expense				(32,009,724	)		(48,902,132	)		(2,071,071,147	)
Tax expense		17		(209,237	)		(946,738	)		(40,095,603	)
Net loss for the year				(32,218,961	)		(49,848,870	)		(2,111,166,750	)
Net loss attributable to non-controlling interests				(35,234	)		(65,075	)		(2,756,002	)
Net loss attributable to controlling interest				(32,183,727	)		(49,783,795	)		(2,108,410,748	)

(*) Including sales to related parties in 2021 and 2022 of VND516,546 million and VND2,378,858 million (USD100,747,835), respectively.

F-53

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE LOSS

for the years ended December 31, 2022 and 2021

			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
Net loss for the year				(32,218,961	)		(49,848,870	)		(2,111,166,750	)
Other comprehensive loss
Other comprehensive loss that will be reclassified to profit or loss in subsequent periods (net of tax):
Exchange differences on translation of foreign operations				(102,084	)		(40,571	)		(1,718,255	)
Net other comprehensive loss that will be reclassified to profit or loss in subsequent periods				(102,084	)		(40,571	)		(1,718,255	)
Total comprehensive loss for the year, net of tax				(32,321,045	)		(49,889,441	)		(2,112,885,005	)
Net loss attributable to non-controlling interests				(35,234	)		(65,075	)		(2,756,002	)
Comprehensive loss attributable to controlling interest				(32,285,811	)		(49,824,366	)		(2,110,129,003	)
			VND			VND			USD
Net loss per share attributable to ordinary shareholders
Basic and diluted		18		(20,386	)		(21,654	)		(0.92	)
									Unit: Shares
Weighted average number of shares used in loss per share computation
Basic and diluted				1,578,726,324			2,299,008,659			2,299,008,659

F-54

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

for the years ended December 31, 2022 and 2021

	Number of shares of VinFast Auto Shares		Ordinary shares - VinFast Auto VND million		Additional paid-in capital - VinFast Auto VND million			Contributed charter capital - VinFast Vietnam VND million			Accumulated losses VND million			Capital reserve - VinFast Vietnam VND million			Other comprehensive income/(loss) VND million			Non-controlling interests VND million			Total equity/ (deficit) VND million
As of January 1, 2021		—		—		—			38,707,336			(44,356,242	)		11,753,160			45,870			29,968			6,180,092
Net loss for the year		—		—		—			—			(32,183,727	)		—			—			(35,234	)		(32,218,961	)
Foreign currency translation adjustment		—		—		—			—			—			—			(102,084	)		—			(102,084	)
Total comprehensive income/(loss)		—		—		—			38,707,336			(76,539,969	)		11,753,160			(56,214	)		(5,266	)		(26,140,953	)
Additional capital contribution to VinFast Vietnam		—		—		—			4,881,392			—			—			—			—			4,881,392
Demerger of VinFast Vietnam		—		—		—			(1,091,730	)		(871,041	)		(7,754,407	)		—			—			(9,717,178	)
Insertion of VinFast Auto as the holding company of the Group and additional capital contribution to VinFast Vietnam (Note 1)		2,298,963,211		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		—		—		—			—			(6,142	)		6,142			—			—			—
Balance at the end of the year		2,298,963,211		553,892		—			—			(77,416,918	)		—			(63,494	)		(14,678	)		(76,941,198	)

F-55

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (continued)

for the years ended December 31, 2022 and 2021

	Number of shares of VinFast Auto Shares		Ordinary shares - VinFast Auto VND million		Additional paid-in capital VinFast Auto VND million		Accumulated losses VND million			Other comprehensive loss VND million			Non-controlling interests VND million			Total Shareholders’ equity (deficit) VND million
Balance as of January 1, 2022		2,298,963,211		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 (Note 20 (i) and (iii))		—		—		—		—			—			77,515,874			77,515,874
Partial disposal of a subsidiary		—		—		—		12,258			—			3,252			15,510
Deemed contribution from owners (*)		—		—		12,311,667		—			—			—			12,311,667
Balance as of December 31, 2022		2,299,999,998		871,021		12,311,667		(127,188,455	)		(104,065	)		77,439,373			(36,670,459	)
USD				36,888,929		521,415,683		(5,386,602,368	)		(4,407,303	)		3,279,661,795			(1,553,043,264	)

(*) Including:

• In January 2022, VinFast Vietnam decided to extend the warranty policy to earlier of 10 years or the first 200,000 km for all internal-combustion-engine (ICE) cars sold since 2019 and to be sold thereafter. The estimated warranty cost was substantially supported by Chairman of the Company, in the form of upfront payment of VND350 billion (USD14.8 million), which was received in cash by VinFast Vietnam in June 2022. This amount was recognized as Additional paid-in capital in the consolidated statements of shareholders’ equity.

• With regard to the ICE phasing-out (Note 1), ICE assets were transferred to Vietnam Investment Group Joint Stock Company (“VIG”) completely in 2022 with a gain of VND11,961.7 billion (USD506.6 million) being recognized in the consolidated statements of shareholders’ equity. Please refer to Note 21, Section “Transactions with VIG JSC related to ICE assets disposal” for details.

F-56

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

for the years ended December 31, 2022 and 2021

			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
OPERATING ACTIVITIES
Net loss for the year				(32,218,961	)		(49,848,870	)		(2,111,166,750	)
Adjustments to reconcile net loss to net cash flows:
Depreciation of property, plant and equipment		9		3,981,389			3,924,658			166,214,553
Amortization of intangible assets		10		897,562			2,341,850			99,180,510
Impairment of assets and changes in fair value of held for sale assets				164,978			1,133,743			48,015,543
Amortization of finance lease right-of-use assets		16		12,421			—			—
Changes in operating lease right-of-use assets				273,270			448,651			19,000,974
Provision related to purchase commitment, compensation expenses, assurance-type warranties and write-downs of inventories				6,513,514			5,988,521			253,621,930
Allowance against receivable				206,325			172,571			7,308,604
Deferred income tax expenses		17		150,536			946,738			40,095,603
Unrealized foreign exchange (gains)/losses				(448,262	)		744,989			31,551,287
Investment (gain)/loss				(956,588	)		18,962			803,066
Net loss/(gain) on financial instruments at fair value through profit or loss				1,710,029			(1,226,012	)		(51,923,272	)
Change in amortized costs of financial instruments measured at amortized cost		18		1,156,118			1,999,914			84,699,051
Loss on disposal of fixed assets				113,395			—			—
Share of losses from equity investees				36,786			—			—
Working capital adjustments:
(Increase)/decrease in trade and other receivables				(7,406,143	)		622,707			26,372,480
Increase in inventories				(3,857,721	)		(20,241,698	)		(857,263,171	)
Increase in trade and other payables				760,098			17,792,820			753,549,890
Change in operating lease liabilities				(224,085	)		(420,877	)		(17,824,708	)
Decrease/(increase) in prepayments				166,251			(27,080	)		(1,146,874	)
Net cash flows used in operating activities				(28,969,088	)		(35,628,413	)		(1,508,911,284	)

F-57

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

for the years ended December 31, 2022 and 2021

			For the year ended December 31,
			2021			2022			2022
	Notes		VND million			VND million			USD
INVESTING ACTIVITIES
Purchase of property, plant and equipment, and intangible assets				(6,007,925	)		(17,681,672	)		(748,842,622	)
Repayment under a business investment and cooperation contract				—			(968,773	)		(41,028,841	)
Deposit received under a business investment and cooperation contract				—			170,017			7,200,449
Proceeds from disposal of property, plant and equipment				48,798			1,412,976			59,841,437
Disbursement of loans				(3,219,449	)		(3,902	)		(165,255	)
Collection of loans				11,054,900			1,034,648			43,818,736
Payment for business acquisition				(77,099	)		—			—
Proceeds from disposal of equity investments				196,407			(2,240	)		(94,867	)
Proceed from disposal of net assets under common control				424,418			—			—
Net cash flows from/(used in) investing activities				2,420,050			(16,038,946	)		(679,270,963	)
FINANCING ACTIVITIES
Capital contribution from owners				9,988,508			6,317,129			267,538,921
Deemed contribution from owners				—			646,655			27,386,710
Deemed distribution to owners for transactions under common control				(498,959	)		—			—
Payment for initial public offering costs				—			(41,649	)		(1,763,891	)
Proceeds from borrowings				38,042,837			87,660,103			3,712,523,420
Repayment of borrowings				(18,677,191	)		(41,637,135	)		(1,763,388,743	)
Net cash flows from financing activities				28,855,195			52,945,103			2,242,296,417
Net increase in cash and cash equivalents				2,306,157			1,277,744			54,114,170
Cash and cash equivalents at January 1				827,742			3,024,916			128,109,266
Net foreign exchange difference				(108,983	)		(31,218	)		(1,322,121	)
Cash and cash equivalents at December 31		4		3,024,916			4,271,442			180,901,315
Supplement disclosures of non-cash activities
Debt conversion to equity				4,121,775			71,515,874			3,028,793,580
Non-cash property and equipment additions				2,274,048			13,349,412			565,365,577
Borrowings by converting from the Group’s consideration payable for acquisition of Vingroup Investment Vietnam JSC				4,693,380			—			—
Establishment of right-of-use assets and lease liabilities at commencement dates and lease modification				1,318,222			2,772,465			117,417,642
Non-cash consideration included in the purchase consideration of business combination				280,912			—			—
Interest payable conversion to debt				—			2,625,845			111,208,072
Supplemental Disclosure
Interest paid, net of capitalized interest				2,873,846			4,378,839			185,449,729
Income tax paid				51,409			22,618			957,903

F-58

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

1. ORGANIZATION AND NATURE OF OPERATIONS

(a) The Reorganization

In early 2021, Vingroup Joint Stock Company (“Vingroup JSC” or “the Ultimate Parent”), founded by Mr. Pham Nhat Vuong (“the Founder”), the parent company of VinFast Auto Pte. Ltd. (formerly known as VinFast Trading & Investment Pte. Ltd.), a company incorporated in Singapore (“VinFast Auto” or “the Company”) and VinFast Trading and Production Joint Stock Company (formerly known as VinFast Trading and Production Limited Liability Company) (“VinFast Vietnam”), executed reorganization transactions (“the Reorganization”) to bring together subsidiaries operating in automotive manufacturing and related businesses into one group. Following the Reorganization, VinFast Auto became the direct holding company of VinFast Vietnam.

In preparation for its planned initial public offering (“IPO”), pursuant to a series of restructuring agreements signed in 2021, the Company acquired 99.9% of the contributed capital of VinFast Vietnam from Vingroup JSC and VIG, an entity under common control of the Founder, with a total consideration of VND50,446.5 billion. The consideration was mostly unpaid as of December 31, 2021 and recognized as an amount payable to related parties, namely Vingroup JSC and VIG. In January 2022, the Company issued promissory notes (the “P-Notes”) to Vingroup JSC and VIG in place of the aforementioned amount payable to related parties, which was subsequently used to increase in capital of VinFast Vietnam (Note 20 (iii)) and offset against the receivables from transfer of ICE assets (Note (1c)), respectively. As both VinFast Auto and VinFast Vietnam are under common control of Vingroup JSC immediately before and after the Reorganization, the transaction was accounted for as a legal reorganization of entities under common control whereby the Company became the holding company of VinFast Vietnam and its subsidiaries using historical costs. Accordingly, the accompanying consolidated financial statements were presented as if the current corporate structure had been in existence since the date when the subsidiaries first came under the common control of Vingroup JSC. Following this transaction, the consolidated statements of shareholders’ equity for the year ended December 31, 2021 represented changes of equity components from VinFast Vietnam to the Company.

(b) Principal activities

The principal activities of the Company and its subsidiaries (hereinafter collectively referred to as the “Group”) are to manufacture cars, motor vehicles, render leasing activities, trade smartphones and related businesses.

The Company’s head office is located at 120 Lower Delta Road #02-05, Cendex Centre, Singapore 169208. Head office of VinFast Vietnam, a subsidiary of the Company, is located at Dinh Vu - Cat Hai Economic Zone, Cat Hai Island, Cat Hai town, Cat Hai district, Hai Phong city, Vietnam.

(c) Announcement of ICE phasing-out

In December 2021, the Member’s Council of VinFast Vietnam approved Resolution No. 18/2021/NQ-HDTV-VINFAST on the cessation of all production and trading activities of internal combustion engine (“ICE”) vehicles in 2022 with a commitment to become solely an electric vehicle (“EV”) manufacturer.

In February 2022, the General Meeting of Shareholders of VinFast Vietnam approved the Resolution No. 02/2022/NQ-DHDCD-VINFAST to transfer assets, exclusively for ICE vehicle production which includes engine manufacturing facilities, toolings, subframes, and other related assets (referred to as “ICE assets”), to VIG. Accordingly, VinFast Vietnam entered into transfer agreements and guarantee agreements with VIG for the transfer of the ICE assets. Subsequently, in the period, VinFast Vietnam and VIG signed appendices to adjust the list of transferred assets and completed the determination of the price of the transferred assets. VinFast Vietnam completed the disposal of ICE assets in early November 2022.

F-59

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1. ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d) The Consolidated Financial Statements

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

No.	Name	Short name	Structure as of December 31, 2021				Structure as of December 31, 2022				Registered office’s address	Note
			Voting right (%) (1)		Equity interest (%) (1)		Voting right (%) (1)		Equity interest (%) (1)
1	VinFast Auto Pte. Ltd.	VinFast Auto		—		—		—		—	120 Lower Delta Road #02-05, Cendex Centre, Singapore 169208	(i)
2	VinFast Trading and Production JSC	VinFast Vietnam		99.9		99.9		99.9		99.9	Dinh Vu – Cat Hai Economic Zone, Cat Hai Island, Cat Hai Town, Cat Hai District, Hai Phong City, Vietnam	(ii)
3	VinFast Commercial and Services Trading LLC	VinFast Trading		99.5		99.4		99.5		99.4	No. 7, Bang Lang 1 Street, Vinhomes Riverside Eco-Urban Area, Viet Hung Ward, Long Bien District, Hanoi, Vietnam	(iii)
4	VinFast Germany GmbH	VinFast Germany		100.0		99.9		100.0		99.9	Kornmarktarkaden, Bethmannstraße 8/Berliner Straße 51 – 60311 Frankfurt am Main, Germany	(iv)
5	VinFast Engineering Australia Pty Ltd	VinFast Australia		100.0		99.9		100.0		99.9	234 Balaclava Road, Caulfield North, VIC 3161, Australia	(iv)
6	Vingroup Investment Vietnam JSC	Vingroup Investment		99.7		99.6		99.3		99.2	No. 7, Bang Lang 1 Street, Vinhomes Riverside Eco-Urban Area, Viet Hung Ward, Long Bien District, Hanoi, Vietnam	(v)
7	Vingroup USA, LLC	Vingroup USA		100.0		99.6		100.0		99.2	333 W. San Carlos St., Suite 600, San Jose, CA 95110, USA	(v)
8	VinFast USA Distribution, LLC	VinFast USA Distribution		100.0		99.6		100.0		99.2	12777 West Jefferson Blvd, Suite A-101, Los Angeles, CA 90066, USA	(vi)
9	VinFast Auto, LLC	VinFast Auto, LLC		100.0		99.6		100.0		99.2	790 N. San Mateo Drive, San Mateo, CA 94401, USA	(vi)
10	VinFast Auto Canada Inc.	VinFast Auto Canada		100.0		99.6		100.0		99.2	Suite 2600, Three Bentall Centre 595 Burrard Street, P.O. Box 49314, Vancouver Bc V7X 1L3, Canada	(vii)
11	VinFast France	VinFast France		100.0		99.6		100.0		99.2	72 rue du Faubourg Saint Honoré, Paris, 75008 France	(vii)
12	VinFast Netherlands B.V	VinFast Netherlands		100.0		99.6		100.0		99.2	Vijzelstraat 68, 1017HL Amsterdam, Netherlands	(vii)
13	Vingroup Ru, LLC	Vingroup Ru		100.0		99.6		—		—	Building 7, 1-ST Kazachiy Lane, Moscow, Russia	(viii)
14	VinFast OEM US Holding, Inc.	VinFast OEM		—		—		100.0		100.0	850 New Burton Road, Suite 201, Dover, Delaware 19904, Kent County, USA	(ix)
15	VinFast Manufacturing US, LLC	VinFast Manufacturing		—		—		100.0		100.0	160 Mine Lake Court, Ste 200, Raleigh, North Carolina 27615, USA	(ix)

F-60

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1. ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d) The Consolidated Financial Statements (continued)

(1) These represent the voting right and equity interest of the Company as of December 31, 2022 and 2021 in each entity, respectively.

(i) In March 2021, Vingroup JSC and Vietnam Investment Group JSC acquired VinFast Auto from a third party. The Company was dormant and did not conduct any substantive operations on its own.

In December 2021, pursuant to a series of restructuring agreements as described in the Reorganization, the Company completed the acquisition of VinFast Vietnam.

(ii) In accordance with Resolution No. 21/2020/NQ-HDTV-VINFAST dated December 28, 2020 and the Merger Contract dated December 28, 2020 between VinFast Vietnam and P&S LLC, an entity under common control of Vingroup JSC, VinFast Vietnam increased its charter capital by VND1,092 billion in exchange for charter capital of P&S LLC at conversion rate 1:1. The merger of P&S LLC into VinFast Vietnam is assessed as the acquisition of assets under common control. The consideration paid is the carrying value of equity instruments issued by VinFast Vietnam. Consequently, the difference of VND7,754 billion between the carrying amount of net assets of P&S LLC and the par value of equity instruments issued by VinFast Vietnam was recognized in Capital reserve of the consolidated statement of shareholders’ equity.

In March 2021, VinFast Vietnam completed the demerger transaction in which, VinFast Vietnam was demerged into three entities, namely VinFast Vietnam, Ngoc Viet Business Development Investment JSC and P&S Investment JSC. The share capital of Ngoc Viet Business Development Investment JSC and P&S Investment JSC was VND811.94 billion and VND279.79 billion, respectively. As part of the demerger, the other two entities inherited the shares in Vinhomes JSC (a subsidiary of Vingroup JSC) and Vingroup JSC respectively. As a result of the demerger, share capital of VinFast Vietnam decreased by VND1,092 billion.

In March and November 2021, VinFast Vietnam increased its contributed charter capital to VND42,497 billion and VND50,497 billion, respectively.

In June 2021, VinFast Vietnam completed the acquisition of 50% of contributed capital of VinFast – An Phat Plastic Auto Part Company Limited (“VinFast – An Phat”) from a corporate counterparty at a total consideration of VND88 billion. Before the acquisition date, VinFast – An Phat was previously accounted for as an investment in joint venture. After this step-up acquisition, VinFast Vietnam’s equity interest in VinFast – An Phat is 100% and VinFast – An Phat became a subsidiary of the Group. Gain and goodwill arising from this transaction were VND29.6 billion and VND42.3 billion, respectively. The principal activity of this company was to produce plastic components for automobiles and e-scooters. In July 2021, VinFast – An Phat was merged into VinFast Vietnam.

During the year ended December 31, 2022, VinFast Vietnam increased its contributed charter capital in certain times with details as below:

Date	Contributed charter capital (VND billion)		Contributed charter capital (USD million)
March 15, 2022		56,497		2,393
May 12, 2022		57,380		2,430
June 13, 2022		57,548		2,437
December 29, 2022		129,064		5,466

(iii) In March 2020, VinFast Leasing JSC was merged into VinFast Trading and VinFast Trading is the surviving entity. As a result, VinFast Trading has been included in the consolidated financial statements from the date of establishment. The principal activities of VinFast Trading are motor vehicles retail and distribution.

F-61

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1. ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d) The Consolidated Financial Statements (continued)

(iv) In July 2018 and November 2019, VinFast Vietnam established VinFast Germany and VinFast Australia with 100% direct voting right. As a result, both VinFast Germany and VinFast Australia have been included in the consolidated financial statements from their establishment dates.

The principal activities of VinFast Germany are trading, importing and exporting equipment, components and spare parts for automobiles, e-scooters and related goods. VinFast Australia is currently dormant, but its principal activities were automobile designing, collaborating in technological research, importing and distributing goods.

(v) In January 2019 and March 2019, VinTech Technology Development JSC, another subsidiary of Vingroup JSC, established Vingroup USA (previously known as VinTech USA, LLC) and Vingroup Investment (previously known as VinTech Ventures Development LLC) with 100% equity interest.

In July 2020, Vingroup JSC fully acquired Vingroup Investment from VinTech Technology Development JSC with total consideration of VND500 billion. In September 2020, Vingroup Investment fully acquired Vingroup USA from VinTech Technology Development JSC with total consideration of VND97 billion. On the basis that these entities have been under common control, Vingroup Investment and Vingroup USA have been consolidated as subsidiaries of the Group from the date Vingroup JSC obtained control over these entities.

In January 2021, Vingroup JSC contributed capital amounting to VND675 billion to Vingroup Investment.

In March 2021, VinFast Trading acquired 0.33% shares of Vingroup Investment from a subsidiary of Vingroup JSC, therefore, the Group owned 99.57% equity interest of Vingroup Investment and its subsidiaries.

In December 2022, VinFast Trading disposed all shares in Vingroup Investment to a subsidiary of Vingroup JSC, resulting in the decrease in voting right of the Company in Vingroup Investment by 0.33%.

The current principal activities of Vingroup Investment are consultancy and investment activities. The current principal activities of Vingroup USA are importing and distributing electronic and telecommunication equipment.

F-62

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1. ORGANIZATION AND NATURE OF OPERATIONS (continued)

(d) The Consolidated Financial Statements (continued)

(vi) In March 2020, Vingroup USA established VinFast USA Distribution and VinFast Auto, LLC (previously known as VinFast Dealer San Francisco #1) with 100% equity interest. As a result, both VinFast USA Distribution and VinFast Auto, LLC have been included in the consolidated financial statements from the date Vingroup USA obtained control over these entities.

In March 2021, VinFast Vietnam completed the acquisition of 99.34% shares of Vingroup Investment from Vingroup JSC, thereby, Vingroup Investment, Vingroup USA (subsidiary of Vingroup Investment), VinFast USA Distribution and VinFast Auto, LLC (subsidiaries of Vingroup USA) became subsidiaries of VinFast Vietnam.

The principal activity of these companies is distribution of automotive vehicles.

(vii) In March 2021, Vingroup Investment received the investment registration certificates certifying Vingroup Investment as the investor of VinFast Auto Canada, VinFast France and VinFast Netherlands.

(viii) In April 2021, Vingroup Investment completed the acquisition of 100% of contributed capital of Vingroup Ru from Vintech Technology Development JSC (a subsidiary of Vingroup JSC), with total consideration of VND47.6 billion. At the acquisition date, Vingroup Ru owned 99.9% of contributed capital in Vinpearl Travel Ru, thus, VinFast Vietnam indirectly obtained control over Vinpearl Travel Ru. In November 2021, Vingroup Ru completed the disposal of 99.9% of contributed capital in Vinpearl Travel Ru to an external party. In March 2022, the Board of Directors of Vingroup Investment approved the plan to dispose or dissolve Vingroup Ru. In June 2022, the Group completed the disposal of Vingroup Ru to third parties at total consideration of RUB1. Accordingly, Vingroup Ru is no longer a subsidiary of the Company.

(ix) In May 2022, the Company established VinFast OEM with 100% direct voting right.

In March 2022, Vingroup USA incorporated Project Blue NC, LLC with 100% direct voting right. Subsequently, in May 2022, Project Blue NC, LLC changed its name to VinFast Manufacturing US, LLC and Vingroup USA completed the transfer of all equity interest in VinFast Manufacturing to VinFast OEM.

VinFast OEM and VinFast Manufacturing have been included in the consolidated financial statements from their establishment dates.

The principal activities of VinFast OEM are to research and develop the market. The principal activities of VinFast Manufacturing are to manufacture cars.

(e) Sales of EVs

From December 2021, the Group commenced its sales of EVs only whilst offering an innovative battery lease model in partnership with VinES Energy Solution Joint Stock Company (“VinES”), an affiliate controlled by the same Ultimate Parent (Note 1(f)).

Commencing November 2022, the Group changed its go-to-market strategy and offered customers the option to purchase electric vehicles with the battery as well as lease batteries under the Battery Subscription Program, in which the Group will act as principal of both sale and subscription plan of batteries.

F-63

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

1. ORGANIZATION AND NATURE OF OPERATIONS (continued)

(f) VIE structures

VinES is a company operating in the battery business that includes leasing its battery to VinFast’s EV customers (Note 1(e)). From January 2022 to October 2022, VinFast Vietnam offers a battery lease subsidy to their EV customers throughout the battery lease term by paying a portion of the battery lease charge directly to VinES, pursuant to the Master Sales Promotion Agreement signed between VinFast Vietnam and VinES. The Master Sales Promotion Agreement has an initial term of five years until 2027. The battery lease subsidy that exposes VinFast Vietnam to the risk of loss in VinES constitutes variable interests held by the Group. The Group’s maximum exposure to the risk of loss as a result of the Master Sales Promotion Agreement is varied by the number of EV customers who will lease the batteries from VinES and are entitled to receive a subsidy from VinFast Vietnam, subjected to future negotiations with VinES on the terms and conditions of the subsidy according to the Master Sales Promotion Agreement and other factors in the future. The Group lacks the power through voting or similar rights to direct the activities of this entity that most significantly affect its economic performance, so the Group is not the primary beneficiary of VinES and does not consolidate VinES.

By the end of October 2022, in connection with the change in the Group’s go-to-market strategy, the Group and VinES signed the following agreements:

(i) a termination agreement of the Master Sale Promotion Agreement. The battery lease subsidy by the Group was no longer paid to VinES from November 2022. As a result, the Group ceased to have a variable interest in VinES.

(ii) an agreement to acquire all batteries that are owned by VinES and currently leased to EV customers. Therefore, the Group shall inherit all the rights and obligations of the Battery Lease Agreement previously signed between VinES and EV Customers. VinES will no longer be the Principal in Battery Lease Agreement.

(g) Going concern basis of accounting

The Group has prepared the consolidated financial statements on a going concern basis, which assumes the Group will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due.

The Group has been incurring losses from operations since inception. The Group incurred net losses of VND49,849 billion (USD2,111.2 million) for the year ended December 31, 2022. Accumulated losses amounted to VND127,188 billion (USD5,386.6 million) as of December 31, 2022. The Group is also in a net current liability position of VND21,387 billion (USD905.8 million) as of December 31, 2022.

As of December 31, 2022, the Group’s consolidated balance of cash and cash equivalents was VND4,271 billion (USD180.9 million) (as of December 31, 2021: VND3,025 billion). The Group has prepared its business plan covering the next twelve months from the date of issuance of the consolidated financial statements which considers the increase in revenue and operational efficiency optimization to improve operating cash flows, the use of and the consummation of external financing projects. The Group also has financial support from Vingroup JSC, subject to necessary procedures to facilitate such support, which will remain in place until the earliest of the date on which the Group obtains adequate third-party funding for the Group’s capital requirements, or until Vingroup JSC ceases to control the Group but, in all cases, no sooner than the date falling 12 months after the issuance date of the audit report in relation to the consolidated financial statements.

F-64

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. 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”).

Prior to the Reorganization, substantially all of the operations of the Group were conducted through VinFast Vietnam. VinFast Vietnam was designated as the predecessor as the Company succeeded to the business of VinFast Vietnam as a result of the Reorganization and the Company’s own operations prior to the succession was insignificant relative to the operations assumed.

Certain restructuring transactions were also conducted amongst entities under common control in 2021, thus the acquired assets and liabilities were recognized at their historical amount and consolidated financial statements were retrospectively adjusted. The difference between the consideration and the net book value of acquired net assets has been accounted for as a deemed contribution from or deemed distribution to owners in the consolidated statements of shareholders’ equity.

Principles of consolidation

All significant intercompany transactions and balances and unrealised gains or losses from intercompany transactions within the Group are eliminated upon consolidation.

Operating segments

ASC 280, Segment Reporting, establishes standards to report in consolidated financial statements information about operating segments, products, services, geographic areas, and major customers.

The Chief Operating Decision Maker monitors each segment’s performance for the purpose of making decisions on resource allocation and performance assessment. Based on the criteria established by ASC 280, the Group has three operating segments which are also reportable segments, namely Automobiles, E-scooters and Spare Parts & Aftermarket services.

F-65

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, the valuation of derivatives; depreciable lives of property, plant and equipment and intangible assets; assessment for impairment of long-lived assets and goodwill, product warranty, lease terms and standalone selling price of each distinct performance obligation in revenue recognition. Actual results could differ from these estimates.

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.

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 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-66

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

f) Investment

Investment in equity investees

Investments in equity investees represent investments in entities in which the Group can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC 323-10, Investments – Equity Method and Joint Ventures: Overall. Under the equity method, the Group initially records its investment at cost and prospectively recognizes its proportionate share of each equity investee’s net profit or loss into its consolidated statement of operations. The difference between the cost of the equity investee and the amount of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill included in equity method investment on the consolidated balance sheet. The Group evaluates its equity method investments for impairment under ASC 323-10. An impairment loss on the equity method investments is recognized in the consolidated statement of operations when the decline in value is determined to be other-than-temporary.

Other investments

Other investments consist of investment in other entities. In accordance with ASC 321, Investments – Equity Securities, for investments in an investee over which the Group does not have significant influence, the Group carries the investment at fair value with unrealized gains and losses included in earnings. The Group has elected to measure its equity security investments without readily determinable fair value at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same investee. The Company’s management regularly evaluates the impairment of its equity security investments based on the performance and financial position of the investee as well as other evidence of estimated market values. Such evaluation includes, but is not limited to, reviewing the investee’s cash position, recent financing, projected and historical financial performance, cash flow forecasts and current and future financing needs. An impairment loss is recognized in the consolidated statement of operations equal to the excess of the investment’s cost over its fair value at the balance sheet date of the reporting period for which the assessment is made. The fair value would then become the new cost basis of investment.

Short-term investments consist of short-term deposits, which are time deposits placed with banks and have original maturities between three months and one year. Interest earned is recorded as interest income in the consolidated statements of comprehensive loss for the years presented.

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-67

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. 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	10 years
Leased-out escooter batteries	3 – 8 years
Vehicles	5 – 12 years
Office equipment	3 – 10 years

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

Freehold land is not depreciated.

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

F-68

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

i) Property, plant and equipment (continued)

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

As presented in Note 1, VinFast Vietnam entered into transfer agreements to transfer ICE assets to VIG JSC. Accordingly, the useful lives of ICE assets have been shortened to early November 2022, with salvage value being the transfer prices specified in the transfer agreements and subsequent amendments.

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.

The Group classified certain long-lived assets as held for sale as of December 31, 2022 and 2021 (Note 22).

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

The Group made upfront payments to acquire:

• A license for the purpose of importing Completely Knocked Down (“CKD”) Kits and assemble the Fadil car model with the CKD Parts at the assembly facilities of the Group and marketing, selling the car and service parts through the Group’s distribution. As a result of the ICE phasing-out event, the useful life of this license was shortened to the date of completion of ICE phasing-out.

• Licenses to use an intellectual property for the purpose of manufacturing the Lux car models, sourcing components from third parties to produce these cars, selling cars in the licensed territory and other rights. As a result of the ICE phasing-out event, the useful life of this license was shortened to the date of ICE phasing-out.

• Licenses to distribute certain licensed software that are embedded in the electric cars produced by the Group.

F-69

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

k) Intangible assets (continued)

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

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

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

Software purchased from external suppliers for purpose of internal use which is in progress of development as of balance sheet date is included in intangible assets and not amortized until it is ready for intended use.

An intangible asset is derecognized upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statement of operations.

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, 2022 and 2021, the Group elected to perform a quantitative assessment. The Group estimated the fair value of the reporting units based on an income approach which involved significant management judgment, estimates and assumptions such as the discount rate, sale price, sale volume, production costs and other operating expenditures, terminal growth rate. The fair value of the reporting units exceeded their carrying value and therefore, goodwill was not impaired.

F-70

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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, 2022 and 2021, the portion of the warranty reserve expected to be incurred within the next 12 months is included in other current liabilities, while the remaining balance is included in other non-current liabilities on the consolidated balance sheets.

p) Leases

The Group early adopted ASC 842, Leases, as of January 1, 2019 using the modified retrospective application.

The Group assesses at contract inception whether a contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The lease term corresponds to the non-cancellable period of each contract.

F-71

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

p) Leases (continued)

The Group as a lessee

Leases are classified at the inception date as either a finance lease or an operating lease. As the lessee, a lease is a finance lease if any of the following conditions exist: a) ownership is transferred to the lessee by the end of the lease term, b) there is a bargain purchase option, c) the lease term is at least 75% of the asset’s estimated remaining economic life, d) the present value of the minimum lease payments at the beginning of the lease term is 90% or more of the fair value of the leased asset to the lessor at the inception date or e) the leased asset is of such a specialized nature that it is expected to have no alternative use.

Finance lease assets are presented separately on the consolidated balance sheet as finance lease right-of-use assets, and finance lease liabilities are included in accrued expenses and other payables, current and non-current.

All other leases are accounted for as operating leases wherein rental payments are expensed on a straight-line basis over the periods of their respective leases. Operating leases (with an initial term of more than 12 months) are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities (current), and operating lease liabilities (non-current) in the consolidated balance sheet. ROU assets represent the Group’s right to use an underlying asset for the lease term and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Group utilizes a market-based approach to estimate the incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease prepayments, reduced by lease incentives and accrued rent. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option.

The Group has lease agreements with lease and non-lease components, which are generally accounted for separately. In addition, leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet; the Group recognizes lease expense for these leases on a straight-line basis over the lease term. Certain lease agreements contain rent holidays and escalating rent are considered when determining the straight-line rent expense to be recorded over the lease term. The lease term begins on the date of initial possession of the lease property for purposes of recognizing lease incentives.

The Group as a lessor

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.

F-72

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

p) Leases (continued)

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 values of the sum of lease payments and the guaranteed residual asset. The Group recognises all revenue and costs associated with the sales-type lease as revenue from leasing activities and cost of leasing activities upon delivery of the underlying asset to the customer. Interest income based on the implicit rate in the lease is recorded to finance income over time as customers are invoiced on a monthly basis.

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

Battery leases

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

At inception or on modification of a contract, the Group allocates the consideration in the contract to the separate lease components and the non-lease components based on their relative standalone selling prices (Note 2q).

F-73

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

q) Revenue recognition

Sales of vehicles (automobiles, e-scooters)

The Group identifies the individuals and distributors who purchase the vehicles as the customers in the contracts for sales of automobiles and e-scooters produced by the Group. Proceeds from customers are recognized in revenue at the point in time when control of the vehicles is transferred to the customers, usually upon the delivery of the vehicles. From January 2022 onwards, the Group provides extended warranty (“service-type warranty”) in addition to the standard manufacturer’s warranty (“assurance-type warranty”) for general repairs of defects that existed at the time of sale, which are accounted for in accordance with ASC 460, Guarantees, and the estimated costs are recorded as a liability when control of the vehicle is transferred to the customer (Note 2(o)).

Contracts with customers may include lease and non-lease components, comprising multiple performance obligations. The total contract consideration is allocated to the separate lease components and non-lease components, which represents distinct performance obligations, based on the relative estimated standalone selling price in accordance with ASC 606 Revenue recognition (Note 2(p)). The Group generally determines standalone selling prices based on observable price of the goods and services – i.e., actual selling prices charged to customers for vehicles are the prices charged to customers. If the standalone selling price is not directly observable, it is estimated using appropriate data that reflects the amount of consideration to which the Group expects to be entitled in exchange for transferring the promised goods or services to the customer i.e., cost plus expected margin. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgements on these assumptions and estimates may impact the revenue recognition. As for the extended warranty, the Group will recognize the deferred revenue over time based on a straight-line method initially and will continue to monitor the cost pattern periodically and adjust the revenue recognition pattern to reflect the actual cost pattern as it becomes available.

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

F-74

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

q) Revenue recognition (continued)

Exchange of used automobiles

The Group receives used automobiles from certain customers in exchange for the new automobiles. The fair value of such non-cash consideration received from the customers is used as part of consideration and will be offset with the transaction price of new automobiles and measured when the Group obtains control of the used automobiles.

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

The program has ceased with effect from December 2022.

Sale of merchandise (automobiles, smartphones)

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

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

Sales of spare parts and components

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

Rendering of services

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

Contract balances under ASC 606

Trade receivables

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

Contract liabilities

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

F-75

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

r) Cost of sales

Vehicles

Cost of vehicles sold includes direct parts, materials, processing fees, labor costs, manufacturing overhead (including depreciation of assets associated with the production), shipping and logistic costs, penalties imposed by suppliers in case of the shortfall purchases and reserves for estimated warranty expenses. Cost of vehicle revenue also includes adjustments to warranty expense and charges to write-down the carrying value of the inventory when it exceeds its estimated net realizable value and to provide for on-hand inventory that is either obsolete or in excess of forecasted demand.

Other goods (merchandises, spare parts and components)

Cost of other goods sold generally includes cost of purchase of merchandise, spare-parts and other goods, including transportation costs.

Services

Cost of services and other revenue mainly includes labour cost and cost of depreciation of associated assets used for providing the services.

s) 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.

t) Selling and distribution costs

Selling and distribution costs consist primarily of marketing and advertising expenses, salaries and other expenses related to sales and marketing personnel. Advertising expenses consist primarily of costs for the promotion of the Company’s image and product marketing. The Group expenses all advertising costs as incurred and classifies these costs under Selling and distribution costs. For the year ended December 31, 2021 and 2022, advertising cost totalled VND614,805 million and VND1,839,069 million (USD77,887,047).

u) Taxes

Current income tax

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates taxable income.

F-76

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

u) Taxes (continued)

Current income tax (continued)

Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statement of operations. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Deferred tax

The Group follows the liability method of accounting for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rate is recognized in tax expense in the period that includes the enactment date of the change in tax rate.

The Group accounts for uncertainties in income taxes in accordance with ASC 740. Interest and penalties arising from underpayment of income taxes shall be computed in accordance with the related tax law. The amount of interest expense is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized and the amount previously taken or expected to be taken in a tax return. Interest and penalties recognized in accordance with ASC 740 are classified in the consolidated statement of operations as income tax expense.

The Group recognizes in its consolidated financial statements the impact of a tax position if a tax return position or future tax position is “more likely than not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more likely than not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. The actual benefits ultimately realized may differ from the Group’s estimates. As each audit is concluded, adjustments, if any, are recorded in the Group’s consolidated financial statements. Additionally, in future periods, changes in facts, circumstances, and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Changes in recognition and measurement estimates are recognized in the period in which the changes occur.

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective tax jurisdictions. No significant provisions have been made in the consolidated financial statements for the year then ended December 31, 2022 and 2021 (Note 18).

F-77

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

v) 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 loss and consolidated statement of cash flows from VND into USD as of and for the year ended December 31, 2022 are solely for the convenience of the reader and were calculated at the rate of USD1.00 = VND23,612, representing the central exchange rate quoted by the State Bank of Vietnam Operations Centre as of December 31, 2022. No representation is made that the VND amounts represent or could have been, or could be, converted, realized or settled into USD at that rate on December 31, 2022, or at any other rate.

w) Fair value measurement

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

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

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

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

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

F-78

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

w) 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.

x) 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.

y) Current expected credit loss

In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The Group has early adopted this ASC Topic 326 and several associated ASUs.

F-79

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

y) Current expected credit loss (continued)

The Group’s cash and cash equivalents, accounts receivable, certain other receivables, and other current assets are in scope of ASC Topic 326. The Group’s loan receivables from related parties (entities under common control) are excluded from the scope of ASC Topic 326.

The Group has identified the relevant risk characteristics of its customers and the related cash and cash equivalents, accounts receivable, certain other receivables, amounts due from other related parties, other current assets and other non-current assets which include size, type of the services or the products the Group provides, or a combination of these characteristics. Receivables and amounts due from related parties with similar risk characteristics have been grouped into pools. For each pool, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each reporting date based on the Group’s specific facts and circumstances. As of December 31, 2022 and 2021, the allowance for credit losses of the financial assets was insignificant.

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.

z) 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.

F-80

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

aa) Recent accounting pronouncements

Under the Jumpstart Our Business Startups Act of 2012, as amended (“the JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with accounting standards update, which delays the adoption of these accounting standards until they would apply to private companies.

ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

In October 2021, FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this Update address diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination. The amendments in this Update require that an acquirer recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers.

The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application.

The amendments are currently not expected to have a material impact on the Group’s consolidated financial statements.

ASU No. 2022-06, Deferral of the Sunset Date of Reference Rate Reform (Topic 848)

In December 2022, the FASB issued ASU No. 2022-06, Deferral of the Sunset Date of Reference Rate Reform (Topic 848). Topic 848 provides optional expedients and exceptions for applying GAAP to transactions affected by reference rate (e.g., LIBOR) reform if certain criteria are met, for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The ASU deferred the sunset date of Topic 848 from December 31, 2022 to December 31, 2024. The ASU is effective as of December 21, 2022 through December 31, 2024. We continue to evaluate transactions or contract modifications occurring as a result of reference rate reform and determine whether to apply the optional guidance on an ongoing basis. We adopted ASU 2022-06 during 2022.

The ASU has not and is currently not expected to have a material impact on the Group’s consolidated financial statements.

F-81

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

aa) Recent accounting pronouncements (continued)

ASU No. 2021-10, Government Assistance (Topic 832)

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832). This ASU requires business entities to disclose information about government assistance they receive if the transactions were accounted for by analogy to either a grant or a contribution accounting model. The disclosure requirements include the nature of the transaction and the related accounting policy used, the line items on the balance sheets and statements of operations that are affected and the amounts applicable to each financial statement line item and the significant terms and conditions of the transactions. The ASU is effective for annual periods beginning after December 15, 2021. The disclosure requirements can be applied either retrospectively or prospectively to all transactions in the scope of the amendments that are reflected in the financial statements at the date of initial application and new transactions that are entered into after the date of initial application. We adopted the ASU prospectively on January 1, 2022.

Adoption of this ASU did not have a material impact on the Group’s consolidated financial statements.

ASU 2020-10, Codification Improvements

In October 2020, FASB issued ASU 2020-10, Codification Improvements. The amendments in this Update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities.

The amendments are effective for annual periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. Early application of the amendments in this Update is permitted for public business entities for any annual or interim period for which financial statements have not been issued. For all other entities, early application of the amendments is permitted for any annual or interim period for which financial statements are available to be issued. The amendments in this Update should be applied retrospectively. An entity should apply the amendments at the beginning of the period that includes the adoption date.

The amendments did not have a material impact on the Group’s consolidated financial statements.

F-82

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

3. CONCENTRATION OF RISKS

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The management focuses on two types of market risk, i.e., interest rate risk and currency risk. Financial instruments affected by market risks include loans and borrowings, corporate bonds, financial assets and financial liabilities at fair value through profit or loss.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt obligations with floating interest rates. To manage this, the Group enters into interest rate swaps for loan contracts, in which it agrees to exchange, at specified intervals, the difference between fixed and variable rate interest amounts calculated by reference to an agreed-upon notional principal amount.

Foreign currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign currency rates relate primarily to the Group’s operating activities (when revenues or expenses are denominated in a different currency from the Group’s functional currency) and the Group’s borrowings in foreign currency. To manage this, the Group enters into foreign exchange rate swap and forward foreign exchange for loan contracts.

Liquidity risk

The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of bank loans and corporate bonds. The Group has managed this liquidity risk by arranging for long-term credit facilities with the banks, or issuing long-term corporate bonds, to ensure that the loans and bonds will be repaid after the Group has completed and put into commercial operations its projects. The Group determines the liquidity risk based on terms of contracts. For accruals and other liabilities, the Group uses its judgement to determine the appropriate level of liquidity risk exposed to these liabilities.

Supply risk

The Group is dependent on its suppliers. The inability of these suppliers to deliver necessary components of products in a timely manner at prices, quality levels and volumes acceptable to the Group, or its inability to efficiently manage these components from these suppliers, could have a material adverse effect on its business, prospects, financial condition and operating results.

F-83

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

4. CASH AND CASH EQUIVALENTS

	As of December 31,
	2021		2022		2022
	VND million		VND million		USD
Cash on hand		99		382		16,185
Cash at banks		2,574,817		4,271,060		180,885,130
Cash equivalents		450,000		—		—
TOTAL		3,024,916		4,271,442		180,901,315

Cash at banks earns interest at floating rates. Cash equivalents as of December 31, 2021 represents bank deposit in VND with the term of 7-10 days, earning interest at the rate of 0.2% per annum.

5. TRADE RECEIVABLES

	As of December 31,
	2021		2022		2022
	VND million		VND million		USD
Receivables from sale of finished goods and merchandises (i)		325,326		538,697		22,814,559
Receivables from disposal of assets and raw materials		90,664		76,341		3,233,141
Others		12,602		37,884		1,604,422
TOTAL		428,592		652,922		27,652,122

(i) This represents contract assets which included trade receivables from sale of automobiles, e-scooters, and spare-parts, which are unconditional (i.e., only the passage of time is required before payment of the consideration is due). The opening balance also included trade receivables from sale of smartphones.

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-84

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

7. INVENTORIES, NET

The classification of inventory balance as of December 31, 2022 and 2021 is as follows:

	At lower of cost and net realizable value
	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Raw materials		3,680,579		12,096,176		512,289,341
Finished goods, including service parts		1,347,383		3,733,281		158,109,478
Good in transit		698,765		2,479,342		105,003,473
Work in process		730,311		2,976,984		126,079,282
Merchandises		71,570		124,375		5,267,462
Tools and spare parts		155,077		197,119		8,348,255
TOTAL		6,683,685		21,607,277		915,097,291

As of December 31, 2022, inventories with the carrying value of VND500 billion (USD21.2 million) (2021: VND500 billion) are used as collateral for borrowings of the Group as presented in Note 11.1.

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

Battery leases accounted for as operating leases (Note 2(p)) are transferred to Property, Plant and Equipment once the lease commences (concurrently with the sales of vehicles).

Out of the total amount recognized for inventories at December 31, 2022, inventories measured at cost amounted to VND27,854,205 million (USD1,179,663,084) (2021: VND9,208,796 million). Inventory write-downs recognized in cost of sales for the year ended 2022 were VND5,143,894 million (USD217,850,853) (2021: VND2,385,334 million).

F-85

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

8. SHORT-TERM PREPAYMENTS AND OTHER RECEIVABLES

	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Financial assets:
Cash collateral to support Standby letter of credit issuances and other financial assets (i)		348,644		808,518		34,241,826
Subtotal		348,644		808,518		34,241,826
Non-financial assets:
Valued added tax deductible		3,421,578		4,697,711		198,954,388
Import tax to be refunded		689,828		604,755		25,612,175
Other receivables		171,226		12,697		537,716
Other prepaid expenses		195,603		333,488		14,123,679
Subtotal		4,478,235		5,648,651		239,227,958
TOTAL		4,826,879		6,457,169		273,469,784

(i) This mainly comprises:

• The secured deposits held in designated bank accounts for being pledged for autonomous vehicle manufacturing surety bonds issued by counterparty. The bonds were issued to cover any cost and expense incurred by Vingroup USA, LLC when running test of automatic prototype cars; and

• Deposits for lease contracts which will be returned at the end of lease period.

F-86

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

9. PROPERTY, PLANT AND EQUIPMENT, NET

	As of December 31,
	2021 VND million			2022 VND million			2022 USD
Freehold land		—			1,854,095			78,523,420
Buildings and structures		14,435,845			18,212,817			771,337,328
Machinery and equipment		44,206,289			42,641,762			1,805,936,049
Leased-out batteries		147,164			2,383,095			100,927,283
Vehicles		743,459			1,135,902			48,106,980
Office equipment		973,660			861,099			36,468,702
Others		113,195			92,280			3,908,183
Subtotal		60,619,612			67,181,050			2,845,207,945
Less: Accumulated depreciation		(8,831,267	)		(8,938,736	)		(378,567,517	)
Less: Impairment charges		—			(1,053,647	)		(44,623,369	)
Total property, plant and equipment, net		51,788,345			57,188,667			2,422,017,059

The Group recorded depreciation expenses of VND3,924,658 million (USD166,214,553) and VND3,981,389 million for the years ended December 31, 2022 and 2021, respectively.

As a result of the ICE phasing out event, the ICE assets have been derecognized as of December 31, 2022.

In 2022, the Group identified specific impairment indicators associated with individual assets of leased-out batteries due to competitive lease subscription fee for pioneer customers. The Group impaired these identified assets based on contractual lease payments agreed with customers. Impairment charges of VND1,053,647 million (USD44,623,369) relating to leased-out batteries under the Automotive and E-scooter segments were recognized during the year.

As of December 31, 2022, a portion of property, plant and equipment with carrying amount of VND165 billion (USD7 million) was mortgaged with banks to secure the Group’s loans and debts (Note 11.2).

As of December 31, 2022 and 2021, certain items of property, plant and equipment were classified as non-current assets held for sale due to the plan to dispose of these assets (Note 22).

During the year, the amount of interest cost that has been capitalized is VND357 billion (USD15.1 million) (2021: VND323 billion).

F-87

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

10. INTANGIBLE ASSETS, NET AND GOODWILL

	As of December 31, 2021							As of December 31, 2022
	Cost		Accumulated amortization			Net carrying value		Cost		Accumulated amortization			Net carrying value		Net carrying value
	VND million		VND million			VND million		VND million		VND million			VND million		USD
Finite-lived intangible assets:
License (i) (ii)		3,690,720		(1,572,093	)		2,118,627		3,903,095		(3,698,305	)		204,790		8,673,132
Software (iii)		1,266,009		(393,593	)		872,416		1,442,065		(608,416	)		833,649		35,306,158
Purchased software under development phase		159,604		—			159,604		410,506		—			410,506		17,385,482
Others		17,176		(4,235	)		12,941		17,176		(5,050	)		12,126		513,561
Total		5,133,509		(1,969,921	)		3,163,588		5,772,842		(4,311,771	)		1,461,071		61,878,333

(i) As a result of the ICE phasing-out event, the useful lives of those licenses related to ICE have been shortened to end in early November 2022.

(ii) Weighted-average remaining useful life of 81 months as of December 31, 2022 (2021: 7 months).

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

The Group recorded amortization expenses of VND2,341,850 million (USD99,180,510) and VND897,562 million for the years ended December 31, 2022 and 2021, respectively.

F-88

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

10. INTANGIBLE ASSETS AND GOODWILL (continued)

The following table identifies the estimated amortization expense of the Group’s intangible assets as of December 31, 2022 for each of the next five years (in VND million):

2023	296,414
2024	328,662
2025	282,205
2026	173,997
2027 and thereafter	379,793

Impairment testing of goodwill of the Group

Allocation of goodwill

Goodwill has been allocated to the Group’s reporting units that are expected to benefit from the synergies of the combination. The reporting units are identified according to main product lines as follows:

Reporting unit	Goodwill allocated
	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Automotive		262,252		262,252		11,106,722
E-scooter		9,951		9,951		421,438
Total		272,203		272,203		11,528,160

There were no accumulated impairment losses as of December 31, 2022 and 2021.

The reporting unit of Automotive is one level below the Automobiles operating segment, whereas the E-scooter reporting unit and E-scooter operating segment are at the same level. The Group does not aggregate any reporting units for the purpose of testing goodwill for impairment.

Testing impairment for Automotive reporting unit

The Group is required to test its goodwill for impairment annually and more frequently if indicators of impairment exist. As of December 31, 2022, the Group elected to bypass the qualitative assessment and proceeded directly to perform the quantitative goodwill impairment test for the Automotive reporting unit.

For the purpose of fair value measurement, the current use of the assets is considered as the highest and best use. Accordingly, fair value is calculated using cash flow projections from financial budgets approved by management covering the period from the reporting dates to the end of next five financial years; and extrapolated using a steady growth rate (terminal growth rate) of 3% (in 2021: 3%). The after-tax discount rate applied to cash flow projections is 15% (2021: 16%). As a result of this analysis, the estimated fair value of the automotive reporting unit is substantially in excess of their carrying values. Therefore, management did not record any impairment for goodwill allocated to this reporting unit.

Management has made key assumptions and estimates about the future cash flows. The Group’s business is subject to certain risks and uncertainties that may lead to failure to implement the Group’s business plans; including managing changes in market conditions outside of our control and realization of selling price and volume in the future. As a result, a significant reduction in projected cash flow would result in an impairment of goodwill.

F-89

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

11. INTEREST-BEARING LOANS AND BORROWINGS

			As of December 31,
			2021		2022		2022
	Note		VND million		VND million		USD
Short-term
Loans from banks		11.1		974,542		6,268,276		265,469,931
Current portion of long-term loans		11.2		4,963,207		8,311,277		351,993,760
Current portion of domestic bonds		11.3		9,888,902		—		—
TOTAL				15,826,651		14,579,553		617,463,691
Long-term
Loans from banks		11.2		26,412,665		27,652,234		1,171,109,358
Domestic bonds		11.3		4,930,484		13,972,726		591,763,747
TOTAL				31,343,149		41,624,960		1,762,873,105

As of December 31, 2022, the remaining balance of undrawn lines of credit for short-term financing was VND2,406.7 billion (USD101.9 million). Interest rate and maturity date would be determined at disbursement date of the loans.

F-90

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

11. INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.1 Short-term loans from banks

Details of the short-term loans from banks of the Group as of December 31, 2022 were as follows:

Bank	As of December 31, 2022				Maturity	Collateral
	VND million		USD (Convenience translation)
Vietnam Prosperity Joint Stock Commercial Bank		1,916,352		81,160,088	From January 2023 to June 2023	Sharing collateral with a group of companies guaranteed the ultimate parent company
Vietnam Technological and Commercial Joint Stock Bank		1,545,277		65,444,562	From January to August 2023	Payment Guarantee from the ultimate parent company
Saigon – Hanoi Commercial Joint Stock Bank		798,055		33,798,704	From November 2023 to December 2023	Sharing collateral with a group of companies guaranteed by certain shares of the ultimate parent company
Joint stock Commercial Bank for Investment and Development of Viet Nam – Ha Thanh Branch		818,953		34,683,762	From January 2023 to July 2023	Certain shares of an affiliate of the Group held by the ultimate parent company
Joint stock Commercial Bank for Investment and Development of Viet Nam – Quang Trung Branch		873,244		36,983,059	From January 2023 to July 2023	Certain shares of an affiliate of the Group held by the ultimate parent company
Joint Stock Commercial Bank for Foreign Trade of Vietnam		169,381		7,173,513	January 2023	Certain inventories of the Group
Ho Chi Minh City Development Joint Stock Commercial Bank		147,014		6,226,243	March 2023	Certain shares of an affiliate of the Group held by the ultimate parent company
TOTAL		6,268,276		265,469,931

Details of interest rate during the year of short-term borrowings as of December 31, 2022 are as follows:

Loans and borrowings	Currency	Interest rate applicable in 2022
Short-term Loans	VND	From 4.8% to 13.9%
UPAS Letter of Credit	EUR	3.1%

F-91

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

11. INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.2 Long-term loans from banks

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

Lenders	As of December 31, 2022				Maturity date	Collateral
	USD (Convenience translation)		VND million
Foreign syndicated loan No.1		647,465,653		15,287,959	From March 2023 to September 2030		(i	)
In which: current portion		89,758,809		2,119,385
Foreign syndicated loan No.2		235,604,735		5,563,099	From May 2023 to November 2024		(i	)
In which: current portion		54,084,576		1,277,045
Foreign syndicated loan No.3		199,647,298		4,714,072	April 2023		(i	)
In which: current portion		199,647,298		4,714,072
Foreign syndicated loan No.4		97,010,249		2,290,606	From December 2023 to December 2026		(i	)
In which: current portion		7,486,659		176,775
Foreign syndicated loan No.5		123,354,396		2,912,644	From November 2024 to November 2029		(i	)
Foreign syndicated loan No.6		217,570,846		5,137,283	From November 2025 to November 2026		(i	)
Domestic loan		2,449,941		57,848	From March 2023 to December 2024		(i	)
In which: current portion		1,016,418		24,000
TOTAL		1,523,103,118		35,963,511
In which:
Non-current portion		1,171,109,358		27,652,234
Current portion		351,993,760		8,311,277

Details of long-term borrowings as of December 31, 2021 were as follows:

Lenders	As of December 31, 2021				Maturity date	Collateral
	USD (Convenience translation)		VND million
Foreign syndicated loan No.1		693,541,420		16,375,900	From March 2022 to September 2030		(i	)
In which: current portion		87,048,069		2,055,379
Foreign syndicated loan No.2		270,048,916		6,376,395	From May 2022 to November 2024		(i	)
In which: current portion		44,885,143		1,059,828
Foreign syndicated loan No.3		269,022,446		6,352,158	From April 2022 to April 2023		(i	)
In which: current portion		77,418,262		1,828,000
Foreign syndicated loan No.4		92,900,686		2,193,571	From December 2023 to December 2026		(i	)
Domestic loan		3,296,968		77,848	From March 2022 to December 2024		(i	)
In which: current portion		847,027		20,000
TOTAL		1,328,810,436		31,375,872
In which:
Non-current portion		1,118,611,935		26,412,665
Current portion		210,198,501		4,963,207

F-92

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

11. INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.2 Long-term loans from banks (continued)

(i) As of December 31, 2022 and 2021, these long-term loans were secured by:

• Property, plant and equipment (Note 9), the Debt Service Reserve Account at the offshore account management bank, the Revenue Account at a commercial bank with outstanding balance and accumulated other related benefits arising from such account;

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

• Payment Guarantee from the ultimate parent company and a commercial bank.

As of December 31, 2022, the Group’s collateral cover ratio was less than the required ratio specified in certain borrowing agreements with outstanding balance amounting to VND2,290,606 million (USD97,010,249).

The Group subsequently restored the collateral cover ratio by adding additional assets into the collateral pursuant to the contractual agreements. By the date of the consolidated financial statements, the Group has completed administrative procedures with the relevant regulatory body to register the additional collaterals. Accordingly, VND2,113,831 million (USD89,523,590) under this borrowing agreement continued to be classified as non-current liabilities as of December 31, 2022.

A borrowing agreement with outstanding balance of VND4,714,072 million (USD199,647,298), which matures in April 2023 thus classified as a current liability, is subject to collateral cover ratio covenant test falling due by the end of April 2023. The Group is in the process of calculating the collateral cover ratio and anticipates that it might be less than the required ratio specified in the borrowing agreement. However, there will be no adverse impact on the Group’s financial position as the Group has the ability and intent to settle this obligation at its maturity date.

Details of interest rate during the year of borrowings as of December 31, 2022 as follows:

Loans and borrowings	Currency	Interest rate applicable in 2022
Secured loans	VND	Floating interest rate, determined by the bank every six months, 10% per annum for the whole year
Secured loans without swap contract	USD	Floating interest rate, from 0.91% to 8.07% per annum
Secured loans with floating interest rate swapped for fixed interest rate (also fixed transaction rate) under swap contracts (Note 19A)	USD	Fixed interest rate under swap contract from 4.1% to 9.15% per annum

F-93

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

11. INTEREST-BEARING LOANS AND BORROWINGS (continued)

11.3 Domestic bonds

The balance as of 31 December 2022 includes bonds arranged by a third counterparty:

• The bonds being due in December 2024 with a total issuance value of VND11,500 billion. The remaining principal balance of the bonds is VND11,386 billion (USD482.2 million) (net of issuance costs) as of December 31, 2022. These bonds are secured by shares of an affiliate in the Group held by the ultimate parent company, and bear interest at the rate ranging from 9% to 9.25% for the first year. In the following years, the interest rate is determined by the 3.8% to 3.9% marginal interest rates and 12-month saving interest rate for individuals (paid-in-arrears) of Joint Stock Commercial Bank for Foreign Trade of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank. The Company and its subsidiaries have received a guarantee (irrevocable and unconditional) for all payment obligations related to this bond from the ultimate parent company.

• The bonds being due in May 2025 with a total issuance amount of VND2,000 billion. The remaining principal balance of the bonds is VND1,976 billion (USD83.7 million) (net of issuance costs) as at December 31, 2022. The bonds are secured by shares of an affiliate held by the ultimate parent company, are guaranteed (irrevocable and unconditional) by the ultimate parent company for entire repayment obligations relating to the bonds and bear interest at the rate of 9.26% for the first year. In the following years, the interest rate is determined by 3.9% marginal interest rate and 12-month saving interest rate for individuals (paid-in-arrears) of Joint Stock Commercial Bank for Foreign Trade of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank;

• The bonds being due in September 2025 with a total expected issuance amount of VND1,200 billion, of which the Group received a disbursement of VND620 billion (USD 26.3 million). The remaining principal balance of the bonds as of December 31, 2022 is VND611 billion (USD25.9 million) (net of issuance costs). The bonds are secured by shares of the ultimate parent company held by VIG, and guaranteed by the ultimate parent company. The bonds bear interest at the rate of 10.42% for the first year. In the following years, the interest rate is determined by 5% marginal interest rate and 12-month saving interest rate for individuals (paid-in-arrears) of Joint Stock Commercial Bank for Foreign Trade of Vietnam, Bank for Investment and Development of Vietnam, Vietnam Joint Stock Commercial Bank for Industry and Trade and Vietnam Technological and Commercial Joint Stock Bank.

12. DEPOSITS AND DOWN PAYMENT FROM CUSTOMERS

This represents deposits and down payment received in advance from customers for sales of automobiles, escooters and service parts, which included VND600 billion (USD25.4 million) of refundable deposit liabilities and VND973 billion (USD41.2 million) non-refundable down-payment of contract liabilities. Revenue recognized in 2022 from these contract liabilities at the beginning of the year amounted to approximately VND1,009 billion (USD42.7 million) (in 2021: VND1,069 billion).

F-94

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

13. DEFERRED REVENUE

Deferred revenue mainly related to service-type warranties, leasing activities for batteries and maintenance services consisted of the following:

	For the year ended December 31,
	2021			2022			2022
	VND million			VND million			USD
Beginning balance of the period		9,087			43,283			1,833,093
Additions		122,035			615,265			26,057,316
Revenue recognized		(87,839	)		(51,705	)		(2,189,803	)
Ending balance of the period		43,283			606,843			25,700,606

Deferred revenue is equivalent to the total transaction price allocated to the performance obligations that are unsatisfied, or partially unsatisfied, as of the balance sheet dates. From the deferred revenue balance as of December 31, 2021, revenue recognized during the year ended December 31, 2022 was VND21 billion (USD0.9 million). Of the total deferred revenue as of December 31, 2022, the Group expects to recognize VND107 billion (USD4.6 million) of revenue in the next 12 months. The remaining balance will be recognized over the performance period.

14. SHORT-TERM ACCRUALS

	As of December 31,
	2021		2022		2022
	VND million		VND million		USD
Financial liabilities:
Accruals for purchase of raw material, machines and equipment, information technology system and development costs		2,871,354		7,885,194		333,948,598
Accrued construction costs of factories and infrastructures		548,739		1,561,480		66,130,781
Accrued selling expenses		148,142		827,978		35,065,983
Accrued loan and bonds interests		273,875		500,259		21,186,642
Others		276,958		281,755		11,932,701
TOTAL		4,119,068		11,056,666		468,264,705

15. OTHER LIABILITIES

	As of December 31,
	2021		2022		2022
	VND million		VND million		USD
Current non-financial liabilities:
Provision for contract penalty, compensations and purchase commitment		4,115,956		1,321,147		55,952,355
Tax payable		626,370		1,756,860		74,405,387
Assurance-type warranties		164,180		254,792		10,790,784
Payables to employees		313,099		631,064		26,726,410
Others		94,358		214,115		9,068,039
TOTAL		5,313,963		4,177,978		176,942,975
Non-current non-financial liabilities:
Assurance-type warranties		171,290		606,429		25,683,097
TOTAL		171,290		606,429		25,683,097

F-95

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

15. OTHER LIABILITIES (continued)

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

	Currency: VND million
	Provision for contract penalty and compensation for the ICE phasing-out			Provision related to purchase commitment			Provision related to cessation of certain Escooter models			Provision for cancellation of lease contract		Assurance-type warranties (i)			TOTAL
At January 1, 2021:		—			1,444,833			—			—		428,046			1,872,879
Provision made during the year		4,340,322			65,981			—			—		178,377			4,584,680
Change in accounting estimate for pre-existing warranties		—			—			—			—		(211,399	)		(211,399	)
Reversal of provision		—			(245,101	)		—			—		—			(245,101	)
Offsetting against advances		(402,777	)		—			—			—		—			(402,777	)
Utilized		—			(1,087,302	)		—			—		(59,554	)		(1,146,856	)
At December 31, 2021		3,937,545			178,411			—			—		335,470			4,451,426
At January 1, 2022:
Provision made during the year		—			—			142,264			130,515		740,710			1,013,489
Change in accounting estimate for pre-existing provisions		(157,349	)		(7,728	)		—			—		(25,024	)		(190,101	)
Utilized		(2,727,358	)		(170,683	)		(4,470	)		—		(189,935	)		(3,092,446	)
At December 31, 2022		1,052,838			—			137,794			130,515		861,221			2,182,368
USD		44,589,107			—			5,835,761			5,527,486		36,473,869			92,426,223

(i) The estimated impact of extension warranty period for cars sold before December 31, 2021 as disclosed in the consolidated statements of shareholders’ equity is VND357 billion (USD15 million) and was recorded in selling and distribution costs for the year ended December 31, 2022.

F-96

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

15. OTHER LIABILITIES (continued)

Provision for compensation due to ICE phase out event

The Group estimated and made provision amounting to VND4,340,322 million in the year ended December 31, 2021 for compensation expenses deriving from early termination of contracts with suppliers as a result of the Group’s ICE phasing-out plan (Note 1). As of December 31, 2022, VinFast Vietnam is in the process of negotiating with certain suppliers to finalize the compensation expenses (Note 24).

Provision related to purchase commitment

A provision is recognized for expected claims on purchase commitment from suppliers in relation to the purchase of parts, based on respective agreements and negotiation between the counterparties. The pricing is based on estimated purchased volumes. In case of shortfall purchase, the suppliers will reserve the right to revise the quotation and component pricing or are entitled to compensation from VinFast Vietnam. Amounts charged by those parties would be negotiated separately for each period.

F-97

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

16. LEASES

Group as a lessee

The Group determines whether an arrangement is a lease at inception. The Group has entered into various non-cancellable operating and finance lease agreements for lands, showrooms, offices and tooling used in its operations. The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of or less than 12 months).

As most of the leases do not provide an implicit rate, the Group uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

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

	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Operating lease
Right-of-use assets – Operating lease		2,235,169		4,558,983		193,079,080
Total operating lease liabilities		1,673,647		4,025,234		170,474,083
In which:
Current portion of operating lease liabilities		375,293		768,883		32,563,236
Non-current operating lease liabilities		1,298,354		3,256,351		137,910,847
In which:
Lease liabilities from related parties (*)		663,812		689,846		29,215,909
Lease liabilities from third parties		1,009,835		3,335,388		141,258,174
Finance lease
Right-of-use assets – Finance lease		96,582		—		—

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

	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Vinhomes JSC		49,965		41,517		1,758,301
Vincom Retail JSC		234,462		237,939		10,077,039
Vincom Retail Operation LLC		379,385		410,390		17,380,569
TOTAL		663,812		689,846		29,215,909

The components of lease expense are as follows:

	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Operating lease expense		336,644		757,710		32,090,055
Finance lease expense		12,421		—		—

F-98

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

16. LEASES (continued)

Group as a lessee (continued)

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

	As of December 31,
Weighted-average remaining lease term: (months)		2021		2022
Operating lease – Land lease		555		545
Operating lease – Showrooms and offices		51		53
Finance lease – Tooling		89		—
Weighted-average discount rate:
Operating leases		8.88	%	9.2	%

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

	For the year ended December 31,
	2021 VND million		2022 VND million		2022 USD
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows from operating leases		289,642		638,235		27,030,112

As of December 31, 2022 and 2021, the maturities of operating lease liabilities (excluding short-term leases) were as follows:

	As of December 31,
	2021 VND million		2022 VND million		2022 USD
Less than 1 year		395,413		811,630		34,373,624
From 1 to 2 years		388,990		905,685		38,356,980
From 2 to 3 years		387,991		904,013		38,286,168
From 3 to 4 years		366,273		822,308		34,825,851
From 4 to 5 years		275,803		647,396		27,418,092
Thereafter		740,294		2,086,969		88,385,948
TOTAL		2,554,764		6,178,001		261,646,663
Less: Imputed interest		881,117		2,152,767		91,172,580
Present value of lease obligations		1,673,647		4,025,234		170,474,083
Less: Current portion		375,293		768,883		32,563,236
Non-current portion of lease obligations		1,298,354		3,256,351		137,910,847

F-99

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

16. LEASES (continued)

Group as a lessor

Operating Lease and Sales-type Lease Receivables

As of December 31, 2021, the Group, as a lessor, leased a part of factory under a finance lease agreement that lasts for 48 years. Subsequently, as disclosed in Note 21, the Group transferred the factory, which belongs to non-leased back component, to Vinhomes Industrial Zone Investment JSC (“VHIZ JSC”) in February 2022 under the Business Cooperation Contract (“BCC”) agreement, as of result of this transfer, the Group derecognized the sales-type lease receivables from the consolidated financial statements.

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

As of December 31, 2022 and 2021, maturities of our operating lease and sales-type lease receivables from customers for each of the next five years and thereafter were as follows:

	Sale-type lease						Operating lease
	As of December 31,						As of December 31,
	2021		2022		2022		2021		2022		2022
	VND million		VND million		USD		VND million		VND million		USD
Less than 1 year		19,746		18,677		790,996		65,283		92,632		3,923,090
From 1 to 2 years		19,746		18,677		790,996		57,747		92,632		3,923,090
From 2 to 3 years		19,746		18,677		790,996		57,747		92,632		3,923,090
From 3 to 4 years		19,746		18,677		790,996		48,893		92,632		3,923,090
From 4 to 5 years		19,746		18,677		790,996		31,040		92,632		3,923,090
Thereafter		796,135		56,031		2,372,989		68,595		367,748		15,574,623
TOTAL		894,865		149,416		6,327,969		329,305		830,908		35,190,073

F-100

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

16. LEASES (continued)

Group as a lessor (continued)

Net investment in sales-type leases

Net investment in sales-type leases, which is the sum of the present value of the future contractual lease payments, is presented on the consolidated balance sheet as a component of prepaid expenses and other current assets for the current portion and as other assets for the non-current portion. Lease receivables relating to sales-type leases are presented on the consolidated balance sheet as follows:

	As of December 31,
	2021 VND million			2022 VND million			2022 USD
Gross lease receivables		944,227			149,417			6,328,011
Received cash		(49,364	)		(2,649	)		(112,188	)
Unearned interest income		(712,390	)		(59,258	)		(2,509,656	)
Net investment in sales-type leases		182,473			87,510			3,706,167
Reported as:
Current net investment in sales-type lease		169			5,448			230,714
Non-current net investment in sales-type lease		182,304			82,062			3,475,453
Net investment in sales-type leases		182,473			87,510			3,706,167

Lease income in operating lease

	For the year ended December 31,
	2021 VND million		2022 VND million		2022 USD
Lease income relating to lease payments		11,466		26,387		1,117,505
Lease income relating to variable lease payments not included in the measurement of the lease receivable		7,770		14,065		595,689

F-101

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

17. CORPORATE INCOME TAX

The tax report filed by the entities under the Group is subject to examination by the tax authorities. As the application of tax laws and regulations is susceptible to varying interpretations, the amounts reported in the consolidated financial statements are more-likely-than-not and could change based on the interpretation of tax law by the relevant legal authorities.

The major components of tax expense for the years ended December 31, 2022 and 2021 were:

	For the year ended December 31,
	2021 VND million		2022 VND million		2022 USD
Income taxes
Current income tax expense		58,701		—		—
Deferred income tax expense		150,536		946,738		40,095,603
Income tax expense reported in the consolidated statement of operations		209,237		946,738		40,095,603

The reconciliation of tax computed by applying the Vietnam’s statutory tax rate of 20% to the Group’s income tax expense of the years presented are as follows:

	For the year ended December 31,
	2021 VND million			2022 VND million			2022 USD
Loss before tax expense		(32,009,724	)		(48,902,132	)		(2,071,071,147	)
Income tax benefit computed at the Vietnam statutory tax rate of 20%		(6,401,985	)		(9,780,426	)		(414,214,229	)
Effect of preferential tax rates		3,086,200			4,397,659			186,246,781
Foreign tax rates differential		(128,853	)		(232,379	)		(9,841,564	)
Non-deductible expenses		181,983			684,104			28,972,726
Change in valuation allowance		3,471,892			5,877,780			248,931,889
Estimated income tax expense		209,237			946,738			40,095,603

The Vietnam statutory income tax rate was used because the majority of the Group’s operations are based in Vietnam.

17.1 Current corporate income tax

Singapore

The Company incorporated in Singapore is subject to the Singapore Corporate Tax rate of 17% for the years ended December 31, 2022.

Vietnam

The statutory corporate income tax rate applied for subsidiaries in Vietnam is 20% of taxable income. For VinFast Vietnam, the entity was granted an incentive generated from investment project with the tax rate of 10% in the first consecutively 15 years commencing from the first year (2018) in which income from investment project is generated. VinFast Vietnam is entitled to an exemption from CIT for investment project for 4 years commencing from the first year (2021) in which a taxable income from investment project is earned, and a 50% reduction of CIT for the subsequent 9 years. Accordingly, for fiscal year 2022, VinFast Vietnam is entitled to a preferential tax rate of 10% and CIT exemption, leading to the effective tax rate of 0%.

F-102

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

17. CORPORATE INCOME TAX (continued)

17.1 Current corporate income tax (continued)

Others

The CIT rates applicable to subsidiaries established in countries other than Singapore and Vietnam vary depending on the regulations of the local tax authorities.

F-103

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

17. CORPORATE INCOME TAX (continued)

17.2 Deferred tax

	For the year ended December 31,
	2021			2022			2022
	VND million			VND million			USD
Deferred tax assets
Unrecognised tax loss carried forward		1,745,182			3,238,531			137,156,149
Differences in useful life of fixed assets		98,666			45,719			1,936,261
Written-off R&D expenses		118,549			877,778			37,175,080
Loss on revaluations of financial instruments to fair value and impact of amortized cost		390,745			—			—
Exceeding-deductible-cap interest expense carried forward		430,351			728,237			30,841,818
Deferred tax assets from lease back transaction		—			2,806,243			118,848,170
Lease liabilities		384,044			904,451			38,304,718
U.S start-up costs		—			704,720			29,845,841
Others		56,817			443,249			18,772,192
Total deferred tax assets		3,224,354			9,748,928			412,880,229
Less valuation allowance		(2,840,310	)		(7,570,934	)		(320,639,251	)
Total deferred tax assets, net amount		384,044			2,177,994			92,240,978
Deferred tax liabilities
Deferred tax liabilities from lease back transaction		—			(2,115,120	)		(89,578,181	)
Right-of-use assets		(384,044	)		(904,451	)		(38,304,718	)
Battery leased assets		—			(93,110	)		(3,943,334	)
The tax effect of asset acquisitions that are not business combinations		(1,243	)		(7,372	)		(312,214	)
Gain on revaluations of financial instruments to fair value and impact of amortized cost		—			(5,922	)		(250,804	)
Total deferred tax liabilities		(385,287	)		(3,125,975	)		(132,389,251	)
Net deferred tax liabilities		(1,243	)		(947,981	)		(40,148,273	)
Reflected in the consolidated balance sheet as follows:
Deferred tax assets		50,219			—			—
Deferred tax liabilities		(51,462	)		(947,981	)		(40,148,273	)
Deferred tax liabilities, net		(1,243	)		(947,981	)		(40,148,273	)

F-104

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

17. CORPORATE INCOME TAX (continued)

17.3 Valuation allowance for deferred tax assets

Full valuation allowances have been provided where, based on all available evidence, management determined that it is more likely than not that deferred tax assets will not be realizable in future tax years. Movement of valuation allowance is as follow:

	For the year ended December 31,
	2021		2022		2022
	VND million		VND million		USD
Balance at beginning of the year		1,721,902		2,840,310		120,290,954
Additions		1,118,408		4,730,624		200,348,297
Balance at end of the year		2,840,310		7,570,934		320,639,251

Tax loss carried forward

The consolidated entities are entitled to carry tax losses forward to offset against taxable income arising within five years subsequent to the year in which the loss was incurred. As of December 31, 2022, the Group had accumulated tax losses of VND58,738 billion (USD2,487.6 million) available for offset against future taxable profit. These are estimated accumulated tax losses as per the CIT declarations of the consolidated entities which have not been finalized by the local tax authorities as of the date of these consolidated financial statements.

No deferred tax assets have been recognized in respect of these accumulated tax losses because future taxable profit cannot be ascertained at this stage.

The Group has tax losses mainly arising in Vietnam that will expire in several years for deduction against future taxable profit

Originating year	Can be utilized up to		Tax loss amount VND million
2018		2023		38,141
2019		2024		3,159,750
2020		2025		10,146,449
2021		2026		16,833,932
2022		2027		26,597,720
TOTAL				56,775,992

As of December 31, 2022, the Group has tax losses arising in subsidiaries other than Vietnam of VND1,962 billion (USD 83.1 million) that will be carried for deduction against future taxable profit depending on the local tax regulations.

F-105

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

17. CORPORATE INCOME TAX (continued)

17.3 Valuation allowance for deferred tax assets

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, 2022 and 2021.

Income tax returns are filed in multiple jurisdictions and are subject to examination by taxing authorities throughout the world. We have open tax years from 2020 to 2022 with various significant tax jurisdictions. Tax authorities may have the ability to review and adjust net operating loss or tax credit carryforwards that were generated prior to these periods if utilized in an open tax year. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations as they relate to the amount, character, timing or inclusion of revenue and expenses or the sustainability of income tax credits for a given audit cycle.

F-106

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

18. OTHER INCOME AND EXPENSES AND LOSSES PER SHARE

18.1 Other operating income/expenses

	For the year ended December 31,
	2021		2022			2022
	VND million		VND million			USD
Other operating income
Foreign exchange gains		450,380		33,774			1,430,374
Others		238,198		159,318			6,747,301
Total		688,578		193,092			8,177,675
Other operating expenses
Foreign exchange losses		1,611		861,935			36,504,108
Penalties		112,704		—			—
Loss from disposal of long-lived assets		113,395		—			—
Others		48,396		47,536			2,013,237
Total		276,106		909,471			38,517,345
Net other operating income/(expenses)		412,472		(716,379	)		(30,339,670	)

18.2 Finance income

	For the year ended December 31,
	2021		2022		2022
	VND million		VND million		USD
Interest income on loan receivables		415,230		81,836		3,465,861
Interest income on sales-type lease		25,054		1,749		74,073
Others		5,855		4,475		189,543
Total		446,139		88,060		3,729,477

18.3 Finance costs

	For the year ended December 31,
	2021		2022		2022
	VND million		VND million		USD
Contractual coupons on loans and borrowings		3,442,117		5,883,067		249,155,791
Change in amortized costs of financial instruments measured at amortized cost		1,156,118		1,999,914		84,699,051
Others		—		76,859		3,255,094
Total		4,598,235		7,959,840		337,109,936

F-107

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

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

18.4 Investment gain

	For the year ended December 31,
	2021		2022		2022
	VND million		VND million		USD
Fair value gain from equity instruments measured at fair value through profit or loss		879,792		—		—
Gain from disposal of investments		47,092		—		—
Others		29,704		—		—
Total		956,588		—		—

18.5 Loss per share

Basic loss per share and diluted loss per share have been calculated in accordance with ASC 260 on computation of earnings per share for the years ended December 31, 2022 and 2021. Details are as below:

	For the year ended December 31,
	2021			2022			2022
	VND million			VND million			USD
Net loss attributable to controlling interests		(32,183,727	)		(49,783,795	)		(2,108,410,748	)
Net loss attributable to controlling interests adjusted for the effect of dilution		(32,183,727	)		(49,783,795	)		(2,108,410,748	)
							Unit: Shares
Weighted average number of ordinary shares for basic earnings per share		1,578,726,324			2,299,008,659			2,299,008,659
Weighted average number of ordinary shares adjusted for the effect of dilution		1,578,726,324			2,299,008,659			2,299,008,659
	For the year ended December 31,
	2021			2022			2022
	VND			VND			USD
Basic loss per share		(20,386	)		(21,654	)		(0.92	)
Diluted loss per share		(20,386	)		(21,654	)		(0.92	)

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.

F-108

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

19. FAIR VALUE HIERARCHY

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, 2021
	Quoted prices in active markets for identical instruments		Significant other observable inputs		Significant unobservable inputs		Total
	(Level 1)		(Level 2)		(Level 3) (*)
	VND million		VND million		VND million		VND million
Financial assets:
Financial assets at fair value through profit or loss
- Long-term derivative asset — cross currency interest rate swaps contract (i)		—		—		5,291		5,291
At December 31, 2021		—		—		5,291		5,291
Financial liabilities:
Financial liability at fair value through profit or loss
- Derivative liabilities — cross-currency interest rate swaps contract (i)		—		—		2,003,184		2,003,184
In which:
Non-current portion		—		—		891,711		891,711
Current portion		—		—		1,111,473		1,111,473
At December 31, 2021		—		—		2,003,184		2,003,184

(*) There were no transfers into or out of Level 3 of the fair value hierarchy during the year ended December 31, 2021.

F-109

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

19. FAIR VALUE HIERARCHY (continued)

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, 2022
	Quoted prices in active markets for identical instruments		Significant other observable inputs		Significant unobservable 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)		—		—		1,229,050		1,229,050		52,051,925
In which:
Non-current portion		—		—		696,332		696,332		29,490,588
Current portion		—		—		532,718		532,718		22,561,337
At December 31, 2022		—		—		1,229,050		1,229,050		52,051,925
Financial liabilities:
Financial liabilities at fair value through profit or loss
- Long-term financial liabilities in respect of DPS2 (Note 20 (ii))		—		—		15,180,723		15,180,723		642,924,079
At December 31, 2022		—		—		15,180,723		15,180,723		642,924,079

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

F-110

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

19. FAIR VALUE HIERARCHY (continued)

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 January 1, 2021		Net change in unrealized fair value recognized in consolidated statements of operations			As of December 31, 2021
	VND million		VND million			VND million
Financial assets:
Financial assets at fair value through profit or loss
- Long-term derivative assets — cross-currency interest rate swaps contracts (i)		309,524		(304,233	)		5,291
Financial liabilities:
Financial liability at fair value through profit or loss
- Derivative liabilities — cross-currency interest rate swaps contracts (i)		1,643,510		359,674			2,003,184
In which:
Non-current portion		803,691		88,020			891,711
Current portion		839,819		271,654			1,111,473

F-111

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

19. FAIR VALUE HIERARCHY (continued)

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 January 1, 2022		Initial recognition during the year		Net change in unrealized fair value recognized in consolidated statements of operations			As of December 31, 2022		As of December 31, 2022
	VND million		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)		5,291		—		1,223,759			1,229,050		52,051,925
In which:
Non-current portion		5,291		—		691,041			696,332		29,490,588
Current portion		—		—		532,718			532,718		22,561,337
Financial liabilities:
Financial liability at fair value through profit or loss
- Financial liabilities in respect of DPS2 (Note 20 (ii))		—		13,995,359		1,185,364			15,180,723		642,924,079
- Derivative liabilities – cross-currency interest rate swaps contract (i)		2,003,184		—		(2,003,184	)		—		—
In which:
Non-current portion		891,711		13,995,359		293,653			15,180,723		642,924,079
Current portion		1,111,473		—		(1,111,473	)		—		—

F-112

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

19. FAIR VALUE HIERARCHY (continued)

A. Fair value of financial instruments that are carried at fair value (continued)

(i) The Group entered into non-transferable cross-currency interest rate swap (“CCIRS”) contracts with financial institutions for syndicated loans No.1, No.2, and No.3. Under the terms of the CCIRS contracts, the Group will receive floating interests based on outstanding USD notional amount every interest payment date, and in turn will pay fixed interest for such loans based on the outstanding VND notional amount. In addition, at each principal repayment date, the Group will pay a fixed amount in VND based on the USD-VND exchange rate for such loans at inception of the CCIRS for receiving a notional amount in USD with the financial institutions. The outstanding notional amounts of the Group’s derivative instruments were maximum equal to the carrying value of syndicated loans No. 1, No. 2 and No. 3 as disclosed in Note 11.2.

As of December 31, 2022, the total net amount of fair value of the CCIRS derivative liabilities and derivative assets were VND1,229 billion (USD52.1 million) (2021: VND1,998 billion). The Group opted not to designate the CCIRS under hedge accounting therefore, the whole fair value change was charged to the consolidated statement of operations. Net change in fair value of CCIRS derivative instruments for 2022 was recorded as net gain on financial instruments at fair value through profit or loss in the consolidated statement of operations.

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 1 and Level 3 of the fair value hierarchy:

• The significant unobservable inputs used in the fair value measurements categorized within Level 3 of the fair value hierarchy as of December 31, 2022 are shown below:

Item	Valuation technique	Valuation date	Significant unobservable inputs	Rate (%/annum)
CCIRS contract of the loan No.1	Discounted Cash Flow (“DCF”)	December 31, 2021	Interpolated LIBOR for subsequent years	0.18-1.19
		December 31, 2022	Interpolated LIBOR for subsequent years	4.41-4.96
CCIRS contract of the loan No.2	DCF	December 31, 2021	Interpolated LIBOR for subsequent years	0.11-1.13
		December 31, 2022	Interpolated LIBOR for subsequent years	4.54-4.97
CCIRS contract of the loan No.3	DCF	December 31, 2021	Interpolated LIBOR for subsequent years	0.03-0.68
		December 31, 2022	Interpolated LIBOR for subsequent years	4.86-4.89
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%

(i) The fair value of ordinary shares is estimated based on the DCF method. Because there has been no public market for ordinary shares, the Company with the assistance of an independent third party valuer has determined the fair value of ordinary shares by considering a number of objective and subjective factors, including, amongst others, operating and financial performance and trends in industry. There is inherent uncertainty in these estimates. A $1 increase/decrease in the estimated fair value of ordinary shares would result in an increase/decrease in fair value of the Financial liabilities in respect of DPS2 by VND155.2 billion/VND90.1 billion (USD6.6 million/USD3.8 million), respectively.

F-113

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

19. FAIR VALUE HIERARCHY (continued)

Valuation methods and assumptions (continued)

(ii) The risk-free rates are estimated based on the curve of USD LIBOR rates, swap rates, future rates as at the valuation date. The Group has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. The expected volatility at valuation date is estimated based on historical volatilities of comparable companies mirroring the remaining time to respective conversion or maturity date of the EB.

Lattice model is applied to back-solve the implied credit spread of the Company at First closing date. 1% increase/decrease in the credit spread of the Company would result in a decrease/increase in fair value of the Financial liabilities in respect of DPS2 by VND146.2 billion/VND148.4 billion (USD6.2 million/USD6.3 million), respectively.

20. DIVIDEND PREFERENCE SHARES

(i) In March 2022, the General Shareholders of VinFast Vietnam approved the issuance of 600,000,000 dividend preference shares (“DPS1”) to Vingroup JSC, at par value of VND10,000 per share. In December 2022, the General Shareholders of VinFast Vietnam approved the amendment to the rights of the shareholder of these DPS1. These preference shares are non-voting, non-redeemable and entitled to 0.01% of the issuance value per annum in the event VinFast Vietnam has positive retained earnings (after deduction of all dividend). The dividend is paid at the time decided by the General Meeting of Shareholders of VinFast Vietnam. The Shareholders have an optional conversion option to convert the DPS1 to ordinary shares of VinFast Vietnam after December 31, 2023 at the fixed rate of 1:1 if the IPO event does not occur prior to this date.

(ii) On April 29, 2022 and June 4, 2022, the Company and Vingroup JSC entered into Subscription Agreements with certain investors pursuant to which, Vingroup JSC issued to such investors, and such investors subscribed for, USD525 million aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘First Closing Bonds’) and USD100 million aggregate principal amount of fixed rate exchangeable bonds due 2027 (‘Second Closing Bonds’), respectively. Both First Closing Bonds and Second Closing Bonds are referred to as the “EB”. Investors of the EB have right to require Vingroup JSC to redeem the EB upon the occurrence of certain events, including, amongst others, a change of control of the Company, certain qualifying liquidity events occurring or failing to occur on or prior to September 25, 2023, in respect of the Company. The amount payable upon redemption depends on the relevant redemption event, timing and other applicable conditions; in certain instances, the amount payable is the amount which would provide the investors an agreed minimum internal rate of return.

Concurrent with the entry into the EB, the Company entered into a Deed Poll, pursuant to which investors of the EB have the rights to exchange their EB upon the completion of an initial public offering of the Company, for a specified number of ordinary shares in the Company at the exchange rate determined at the time of exchange.

Under the terms of the EB, Vingroup JSC shall use the proceeds from the issuance of the EB (net of fees and expenses incurred in connection with such issuance) to contribute capital into VinFast Vietnam via the issuance of Dividend Preferred Shares (“DPS2”).

In May and June 2022, VinFast Vietnam issued DPS2 amounting to VND11,745.72 billion (USD497.4 million) and VND2,249.64 billion (USD95.3 million) to Vingroup JSC, respectively. The DPS2 are non-voting, non-redeemable and entitled to dividend at specified rates. The DPS2 shall be converted automatically into ordinary shares of VinFast Vietnam at the earlier of the transfer of such DPS2 from Vingroup JSC to the Company and the date falling five years and three months after the issuance date of DPS2.

F-114

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

20. DIVIDEND PREFERENCE SHARES (continued)

In July 2022, the Company entered into a put option agreement with Vingroup JSC, which was amended in December 2022, pursuant to which Vingroup JSC will have the right to require the Company to purchase DPS2 on the earlier of Vingroup JSC’s receipt of a notice to redeem the EB or the maturity date of the EB.

The above series of financial instruments and contracts, together with all rights, obligations and features, were treated as a bundle, collectively, the ‘Financial liabilities in respect of DPS2’ and is measured at fair value through profit or loss in the consolidated statements of the Group.

As of December 31, 2022, the fair value of the Financial liabilities in respect of DPS2 was VND15,181 billion (USD 642.9 million). Change in fair value of the Financial liabilities in respect of DPS2 was recorded as loss on financial instruments at fair value through profit or loss in the consolidated statement of operations.

(iii) In December 2022, the General Shareholders of VinFast Vietnam approved the issuance of 2,578,216,022 Dividend preference shares (“DPS3”) to Vingroup JSC at par value of VND10,000 per share. Vingroup used the P-Notes as consideration to subscribe for DPS3 (Note 1(a)). These preference shares are non-voting, non-redeemable and entitled to dividend of 0.01% of the par value per annum in the event VinFast Vietnam has positive retained earnings (after deduction of all dividend). The dividend is paid at the time decided by the General Meeting of Shareholders of VinFast Vietnam. The Shareholders have a conversion option to convert the DPS3 to ordinary shares of VinFast Vietnam after December 31, 2023 at the fixed rate of 1:1 if the IPO event does not occur prior to this date.

In December 2022, the General Shareholders of VinFast Vietnam also approved the issuance of 4,573,371,392 Dividend preference shares (“DPS4”) to Vingroup at par value of VND10,000 per share. Vingroup used its loans to VinFast Vietnam as consideration to subscribe for DPS4. These preference shares are non-voting, non-redeemable and entitled to dividend of 9% of the par value per annum in the event VinFast Vietnam has positive retained earnings (after deduction of all dividend). The amount of dividend can be adjusted upon agreement between Vingroup and VinFast Vietnam. The dividend is paid at the time decided by the General Meeting of Shareholders of VinFast Vietnam. The Shareholders have a conversion option to convert the DPS4 to ordinary shares of VinFast Vietnam after December 31, 2023 at the fixed rate of 1:1 if the IPO event does not occur prior to this date.

F-115

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES

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

Related parties	Relationship with the Company
Pham Nhat Vuong	Member of the Board of Directors
Vingroup JSC	Ultimate Parent
VIG	Shareholder
Asian Star Trading & Investment Pte. Ltd. (“Asian Star”)	Shareholder
VinES JSC	Entity under common control
Vinbus Ecology Transport Services LLC	Entity under common control
Vincom Retail JSC	Entity under common control
Vincom Retail Operation LLC	Entity under common control
VIN3S JSC	Entity under common control
VHIZ JSC	Entity under common control
Vinhomes JSC	Entity under common control
Vinpearl JSC	Entity under common control
Vinsmart Research and Manufacture JSC	Entity under common control
VinFast Lithium Battery Pack LLC	Joint venture (until December 3, 2021) Associate of Parent Company
SADO JSC	Entity under common control
Times Trading Investment and Development One Member LLC	Entity under common control
Vinbiocare Biotechnology JSC	Entity under common control
Thai Son Construction Investment JSC	Entity under common control

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

		For the year ended December 31,
		2021		2022		2022
Related party	Transactions	VND million		VND million		USD
Vingroup JSC	Borrowings		31,938,007		51,879,878		2,197,182,704
	Borrowings (converted from the Group’s consideration payable to Vingroup JSC for acquisition of Vingroup Investment)		4,693,380		—		—
	Borrowings (converted from interest payable)		—		2,625,845		111,208,072
	Interest expense		1,229,683		2,349,133		99,488,946
	Capital contribution by offsetting against borrowings (Note 20(iii))		4,121,775		45,733,714		1,936,884,381
	Capital contribution receipt in cash (Note 20(i))		2,515,000		6,000,000		254,108,081
	Capital contribution by offsetting against P-notes (Note 20(iii))		—		25,782,160		1,091,909,199
	Capital contribution receipt in cash		—		163,392		6,919,871
	Issuance of DPS2 (Note 20(ii))		—		13,995,359		592,722,302
	Payable due to the acquisition of VinFast Vietnam by VinFast Auto		25,782,160		—		—

F-116

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES (continued)

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

		For the year ended December 31,
		2021		2022		2022
Related party	Transaction	VND million		VND million		USD
Vingroup JSC	Advance to acquire shares of VinFast Vietnam		235,000		—		—
	Cash received from selling car vouchers		—		700,150		29,652,295
Asian Star	Borrowings		—		94,920		4,019,990
	Capital contribution receipt in cash		—		47,569		2,014,611
VIG	Payable due to the acquisition of VinFast Vietnam by VinFast Auto		24,208,340		—		—
	Consideration receivable from disposal of ICE assets which was used to offset against P-notes		—		24,208,340		1,025,255,802
	Consideration receivable from disposal of ICE assets which was used to offset against debts related to lease back ICE assets		—		1,148,215		48,628,452
	Cash received for disposal of ICE assets (inclusive of VAT receivable)		—		2,000,000		84,702,694
	Capital contribution receipt in cash		5,870,619		106,168		4,496,358
	Advance to acquire shares of VinFast Vietnam		226,917		—		—
Pham Nhat Vuong	Capital contribution in cash		247,963		—		—
	Sponsorship contribution - accounted for as deemed contribution		—		350,000		14,822,971
Vinhomes JSC	Cash received from selling car and e-scooter vouchers		3,967,140		5,345,953		226,408,309
	Borrowings		4,270,000		—		—
	Reduction of borrowings through offsetting debt		1,921,337		—		—
Vinpearl JSC	Loan receivables		4,353,000		—		—
	Borrowing		—		500,000		21,175,673
	Interest receivable		244,557		72,353		3,064,247
	Purchase of hospitality vouchers		165,303		56,095		2,375,699
	Advance to buy voucher		—		150,000		6,352,702
	Hotel service expenses		121,122		99,794		4,226,410

F-117

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES (continued)

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

		For the year ended December 31,
		2021		2022		2022
Related party	Transaction	VND million		VND million		USD
VinES JSC	Sale of battery parts and finished batteries		—		1,355,548		57,409,283
	Transfer of battery production facilities		—		5,061,503		214,361,469
	Purchase of finished battery packs, tools and service		—		5,413,397		229,264,654
	Payment on behalf related to batteries purchase		—		7,448,574		315,457,140
Vinsmart Research and Manufacture JSC	Loan receivable		1,227,000		—		—
	Transfer of investments		634,406		—		—
	Purchase of smartphones		930,065		—		—
	Purchase of fixed assets, tools, materials and goods		595,827		3,178,988		134,634,423
VHIZ JSC	Contractual profit sharing under business investment and cooperation contract		336,000		56,000		2,371,675
	Interest expense		—		1,202,202		50,914,874
Vincom Retail JSC	Borrowings		295,000		3,250,000		137,641,877
Vincom Retail Operation LLC	Rental showrooms and charging stations		76,666		110,077		4,661,909
	Borrowings		—		4,570,000		193,545,655
SADO JSC	Loan receivables		107,200		—		—
Times Trading Investment and Development One Member LLC	Loan receivables		108,000		—		—
Vinbiocare Biotechnology JSC	Borrowing		137,500		—		—
VIN3S JSC	Purchase of information technology services and software		148,586		350,577		14,847,408
Thai Son Construction Investment JSC	Borrowing		1,900,000		—		—
VinFast Lithium Battery Pack LLC (Joint venture until December 3, 2021)	Purchase of assets, materials and tools		189,407		319		13,510
Vinbus Ecology Transport Services LLC	Revenue from sale of electric buses		480,102		847,128		35,877,012

F-118

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES (continued)

Transactions with VHIZ JSC related to Asset Transfer

According to the Business Cooperation Contract (“BCC”) and related appendices signed between VinFast Vietnam and VHIZ JSC, VHIZ JSC contributed an amount of VND17,005 billion to VinFast Vietnam for the transfer of assets of certain component projects (mainly land and structures, factories and infrastructure associated on the land of the VinFast Automotive Manufacturing Complex project in Hai Phong) to VHIZ JSC and would earn a yield of VinFast Vietnam’s total revenue. The yield applicable for period from August 2020 to December 2020 is 2% of VinFast Vietnam’s total revenue but not less than VND22,000 million per month, and for period from January 2021 to February 2022 is 1.5% of VinFast Vietnam’s total revenue but not less than VND28,000 million per month while awaiting completion of legal procedures for project handover. In February 2022, VinFast Vietnam completed the transfer of the component projects to VHIZ JSC with total consideration of VND16,036 billion (USD679.2 million). At the same time, VinFast Vietnam also signed a long-term lease contract (45 years) to lease back majority of the transferred assets (except for those in the Supplier Park) from VHIZ JSC (“the Leased-back assets”), to continue production activities of VinFast Vietnam. The non-leaseback portion of transferred assets was transferred to VHIZ JSC.

While waiting for the legal title of VHIZ JSC to be registered in the land certificate, VinFast Vietnam and VHIZ JSC signed a short-term business cooperation contract (“BCC 2022”) to continue using the Leased-back assets for production and operation until the legal title of the Transferred portion of the project is registered under VHIZ JSC in the land certificate. The legal title registration procedures were completed in October 2022. The Leased-back assets continue to be recognized as property, plant and equipment of the Group.

Transactions with VIG JSC related to ICE assets disposal

As disclosed in Note 1, in 2022, VinFast Vietnam disposed ICE Assets amounting to VND12,817.7 billion (USD542.8 million) to VIG at total contractual consideration amount of VND28,999 billion (USD1,228.1 million), including VAT. After the ICE Assets were legally transferred in June 2022, a portion of these assets was leased back until early November 2022, at which point ICE vehicle production was ceased, resulting to the disposal of ICE Assets being completed by that time, at net gain of VND13,604.2 billion (USD576.1 million). During 2022, VIG settled (i) VND2,000 billion (USD84.7 million) in cash, (ii) VND24,208.3 billion (USD 1,025.3 million) through the assignment of the Share Acquisition P-Note held by VIG to VinFast Vietnam in 2022 and (iii) VND1,148.2 billion (USD48.6 million) through offsetting against outstanding fixed rental fee receivables for the leased-back period due from VinFast Vietnam. For the purpose of presentation, the net gain of VND13,604.2 billion (USD576.1 million) is presented net of the outstanding receivable due from VIG of VND1,642.5 billion (USD69.5 million). As a result, the net impact of VND11,961.7 billion (USD506.6 million) is recognized in the consolidated statements of shareholders’ equity as a deemed contribution arising from the disposal of the ICE assets.

Terms and conditions of transactions with related parties during the years

During the year ended December 31, 2022 and 2021, the Group sold/purchased goods and rendered/purchased services to/from related parties based on negotiated prices.

The sales to and purchases from related parties are made on terms agreed among parties. Outstanding balances at the year-end are unsecured and interest free (except for loans to and borrowings from related parties which are subject to interest rate of 7.5% or 10% per annum) and settlement occurs in cash or offsetting against debts. There has been no guarantee provided or received for any related party receivables or payables.

During the year ended December 31, 2022 and 2021, the Group has not made provision for doubtful debts relating to amounts due from related parties. This assessment is undertaken each financial period through the examination of the financial position of the related parties and the market in which the related parties operate.

F-119

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES (continued)

Amounts due to and from related parties as of December 31, 2022 and 2021:

	As of December 31
	2021		2022		2022
	VND million		VND million		USD
Amounts due from related parties
Short-term loans, advance to and receivables from related parties		1,997,181		1,978,097		83,775,079
Short-term loans (Note 21a)		1,563,299		545,400		23,098,425
Short-term advance to and receivables (Note 21b)		433,882		1,432,697		60,676,654
Long-term loans to and receivables		45,950		44,533		1,886,031
Long-term loans (Note 21a)		16,750		—		—
Long-term receivables		29,200		44,533		1,886,031
Total		2,043,131		2,022,630		85,661,110
Amounts due to related parties
Short-term payables to and borrowings from related parties		56,035,252		17,325,317		733,750,493
Short-term payables (Note 21b)		55,740,252		16,605,397		703,260,911
Short-term borrowings (Note 21a)		295,000		719,920		30,489,582
Long-term payables to related parties		41,142,764		21,918,710		928,286,892
Long-term payables (Note 21b)		14,531,172		14,371,365		608,646,646
Long-term borrowings (Note 21a)		26,611,592		7,547,345		319,640,246
Total		97,178,016		39,244,027		1,662,037,385

F-120

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES (continued)

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

• As of December 31, 2022:

Related parties	VND million		Interest rate per annum			Maturity date
Short-term loans to a related party
Vinpearl JSC		545,400		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
.		7,547,345		9	%		February 2024 and December 2026
Total		7,547,345

• As of December 31, 2021:

Related parties	VND million		Interest rate per annum			Maturity date
Short-term loans to related parties
Vinpearl JSC		1,500,400		9	%		From June 2022 to July 2022
Vinsmart Research and Manufacture JSC		62,899		9	%		September 2022
Total		1,563,299
Short-term borrowings from a related party
Vincom Retail JSC		295,000		10	%		October 2022
Total		295,000
Long-term borrowings from related parties
Vingroup JSC		24,262,930		9	%		From February 2023 to September 2023
Vinhomes JSC (*)		2,348,662		9	%		February 2023
Total		26,611,592

(*) The collateral for the borrowing from Vinhomes JSC is a portion of equity interest in an affiliate, held by Vingroup JSC and entire rights and benefits associated with the equity interest.

F-121

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES (continued)

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

• As of December 31, 2022:

Related parties	Transactions	VND million
Short-term advance to and receivables from related parties
VinES JSC	Receivable from disposal of assets		1,000,000
VinFast Lithium Battery Pack LLC	Receivable from disposal of assets and selling material		46,270
Vinpearl JSC	Interest receivables		133,626
	Advance for purchase of vouchers		91,944
	Other receivables		24,634
Vingroup JSC	Receivable from providing services and disposal of assets		45,676
VHIZ JSC	Payment on behalf and others		38,413
Others	Other advance and short-term receivables		52,134
Total			1,432,697
Short-term payables to related parties
VHIZ JSC	Payable relating to leaseback transaction and others		919,493
Vingroup JSC	Car vouchers which have not been redeemed		699,390
	Interest payables and others		113,883
Vinsmart Research and Manufacture JSC	Payable for purchasing of raw materials and assets		2,038,084
Vinhomes JSC	Car vouchers which have not been redeemed		3,520,132
	Other payables		84,801
VinES JSC	Payable relating to purchase of goods and services		8,816,483
Vin3S JSC	Payable relating to purchase of assets and services		104,792
Others	Other payables		308,339
Total			16,605,397
Long-term payables to related parties
VHIZ JSC	Payables relating to leaseback transaction and others		14,274,362
Vingroup JSC	Interest payables		97,003
Total			14,371,365

F-122

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

21. TRANSACTIONS WITH RELATED PARTIES (continued)

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

• As of December 31, 2021:

Related parties	Transactions	VND million
Short-term advance to and receivables from related parties
VinFast Lithium Battery Pack LLC	Receivable from disposal of assets and selling material		45,061
Vinsmart Research and Manufacture JSC	Interest receivables		95,989
Vinpearl JSC	Interest receivables		264,660
Others	Other advance and short-term receivables		28,172
Total			433,882
Short-term payables to related parties
VHIZ JSC	Obligation and deposit relating to business investment and cooperation contract		3,449,253
	Interest accrued expenses		24,861
Vingroup JSC	Payable relating to the acquisition of VinFast Vietnam by VinFast Auto		25,782,160
Vinsmart Research and Manufacture JSC	Payable for purchasing of goods and services		534,867
Vinhomes JSC	Car vouchers which have not been redeemed		1,502,503
VIG	Payable relating to the acquisition of VinFast Vietnam by VinFast Auto		24,208,340
Others	Other payables		238,268
Total			55,740,252
Long-term payables to related parties
VHIZ JSC	Deposit under business investment and cooperation contract		13,593,227
Vinhomes JSC	Interest payables		2,791
Vingroup JSC	Interest payables		935,154
Total			14,531,172

F-123

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

22. ASSETS CLASSIFIED AS HELD FOR SALE

The Group classified certain long-lived assets under the Automobiles segment, as held for sale as of December 31, 2022 due to its plan to dispose of these assets.

	As of December 31,
	2021		2022		2022
	VND million		VND million		USD
Carrying value of assets held for sale
Certain assets relating to the BCC (i)		1,720,604		—		—
Battery production facilities (ii)		723,354		—		—
Assets of Lang Lang Proving Ground (iii)		415,253		360,893		15,284,319
Total		2,859,211		360,893		15,284,319

(i) Under the BCC transaction as disclosed in Note 21, VinFast Vietnam had plan to dispose of a portion of its projects to VHIZ JSC. The disposal was subsequently completed in February 2022 and thus the non-lease back assets were derecognized from the consolidated financial statements of the Group.

(ii) According to the framework contract between VinFast Vietnam and VinES JSC, VinFast Vietnam shall transfer to VinES all battery production facilities, including those in battery cell workshop and battery packing workshop. During the year ended December 31, 2022, the battery production facilities were transferred and the Group recognized a loss of VND39 billion (USD1.7 million) in cost of sales, which was resulted from change in fair value of these assets.

(iii) In accordance with the Director’s Resolution dated 6 September 2021 of VinFast Australia Pty Ltd, the Group established a plan to dispose of fixed assets of Lang Lang Proving Ground in Australia. As of December 31, 2022, the Group has identified a potential customer and is in the process of negotiation to finalize a sale agreement. The transaction is expected to be completed in 2023, therefore, the criteria of assets held-for-sale are satisfied as of December 31, 2022. For the year ended December 31, 2022, the Group recognized a decrease of VND14 billion (USD0.6 million) in Other comprehensive loss in equity due to change in foreign exchange rate, and a loss of VND40 billion (USD1.7 million) in administrative expenses due to change in fair value of fixed assets of Lang Lang Proving Ground.

23. SEGMENT REPORTING

The Company has three reportable segments, namely Automobiles, E-scooter, Spare parts & Aftermarket services. The Automobiles segment includes the design, development, manufacturing and sales of cars and electric buses. The E-scooter segment includes the design, development, manufacturing and sales of e-scooters. The sales of spare parts and rendering of aftermarket services for automobiles and e-scooters are included in the Spare parts & Aftermarket services segment.

A combination of multiple business activities that does not meet the quantitative thresholds to qualify as reportable segments are grouped together as “All other”. The “All other” category mainly includes sales from trading smartphones and leasing activities.

F-124

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

23. SEGMENT REPORTING (continued)

Information about segments presented were as follows:

For the year ended December 31, 2022:

				Currency: VND million
	Automobiles			E-scooter			Spare parts and aftermarket services		All other			Unallocated (*)			Total
Revenues		11,118,227			1,385,479			2,213,317		248,568			—			14,965,591
Cost of sales		(22,615,533	)		(2,195,969	)		(1,962,906)		(458,088	)		—			(27,232,496	)
Gross loss		(11,497,306	)		(810,490	)		250,411		(209,520	)		—			(12,266,905	)
Operating expenses		(24,574,527	)		(688,540	)		—		(1,053,647	)		(3,672,745	)		(29,989,459	)
Operating loss		(36,071,833)			(1,499,030)			250,411		(1,263,167)			(3,672,745)			(42,256,364)

For the year ended December 31, 2021:

				Currency: VND million
	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated (*)			Total
Revenues		13,593,482			678,936			634,793			1,120,971			—			16,028,182
Cost of sales		(22,720,417	)		(1,040,905	)		(453,213	)		(1,069,423	)		—			(25,283,958	)
Gross profit/(loss)		(9,126,935	)		(361,969	)		181,580			51,548			—			(9,255,776	)
Operating expenses		(15,525,771	)		(499,865	)		—			—			(1,785,989	)		(17,811,625	)
Operating profit/(loss)		(24,652,706	)		(861,834	)		181,580			51,548			(1,785,989	)		(27,067,401	)

F-125

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

23. SEGMENT REPORTING (continued)

For the year ended December 31, 2022 (convenience translation):

	Currency: USD
	Automobiles			E-scooter			Spare parts and aftermarket services			All other			Unallocated (*)			Total
Revenues		470,871,887			58,676,907			93,736,956			10,527,164			—			633,812,914
Cost of sales		(957,798,271	)		(93,002,245	)		(83,131,713	)		(19,400,616	)		—			(1,153,332,845	)
Gross loss		(486,926,384	)		(34,325,338	)		10,605,243			(8,873,452	)		—			(519,519,931	)
Operating expenses		(1,040,764,315	)		(29,160,596	)		—			(44,623,369	)		(155,545,749	)		(1,270,094,029	)
Operating loss		(1,527,690,699	)		(63,485,934	)		10,605,243			(53,496,821	)		(155,545,749	)		(1,789,613,960	)

(*) Unallocated expenses are mainly related to general and corporate administrative costs such as wages and salaries for employees responsible for general corporate functions, including accounting, finance, tax, legal and human relations; technology-related fees; depreciation and amortization of fixed assets used for administration purpose; professional fees and other miscellaneous items that are not allocated to segments. These expenses are excluded from segment results as they are not reviewed by the Chief Operating Decision Maker as part of segment performance.

F-126

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

23. SEGMENT REPORTING (continued)

The following table presents revenues by geographic area based on the sales location of the products:

	As of December 31, 2021		As of December 31, 2022
	VND million		VND million		USD
Vietnam		14,996,611		14,965,591		633,812,914
United States		1,031,571		—		—
Total		16,028,182		14,965,591		633,812,914

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

	As of December 31, 2021		As of December 31, 2022
	VND million		VND million		USD
Sales of ICE vehicles		13,107,978		6,688,467		283,265,585
Sales of e-cars		5,402		3,582,632		151,729,290
Sales of e-buses		480,102		847,128		35,877,012
Sales of e-scooters		678,936		1,385,479		58,676,907
Sale of spare parts		538,216		2,072,628		87,778,587
Sale of smartphones		1,031,571		—		—
Rendering of aftermarket services		96,577		140,689		5,958,369
Revenue from leasing activities		89,400		248,568		10,527,164
Total revenue		16,028,182		14,965,591		633,812,914

F-127

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

24. COMMITMENTS AND CONTINGENCIES

Commitments related to the development of the projects and products

The Group signed contracts relating to the purchase and installation of machinery and equipment, information technology systems and deployment of site clearance, construction of factories and development of products. The estimated commitment amount of these contracts as of December 31, 2022 was VND18,498.9 billion (USD783.5 million) (December 31, 2021: VND14,588 billion).

Commitments related to the minimum purchase commitment

The Group signed the contracts with certain suppliers to agree the minimum purchase volume in which the Group committed and promised that the annual purchase volume from these suppliers is not lower than the quantity agreed upon by the two parties in the signed contract and/or other accompanying documents.

In case of shortfall purchase, the suppliers will reserve the right to revise the quotation and component pricing or are entitled to compensation from Vinfast Vietnam.

Contingent liabilities related to contract termination penalty

The Group has estimated the compensation expenses deriving from early termination of contracts with suppliers as result of the Group’s ICE phasing-out plan. The Group is in the process of negotiating with suppliers to finalize the compensation expenses. The ultimate resolution of the matter could result in a loss of up to VND387 billion (USD16.4 million) in excess of the amount accrued.

The Group has also estimated the compensation expenses deriving from early termination of a land leasing contract with a landlord in the U.S. The Group is in the process of negotiating with suppliers to finalize the compensation expenses.

Other commitments

Under the agreement signed between VinFast Vietnam and World Triathlon Corporation, VinFast Vietnam is the Event Title Partner of Ironman World Championship event series. The Group has committed to paying the annual fees with total remaining amount of VND288.1 billion (USD12.2 million) until the end of 2025.

Covid-19 pandemic

The Covid-19 pandemic is resulting in an economic slowdown and adversely impacting most businesses and industries. This situation may bring uncertainties and have an impact on the environment in which the Group operates. The Company’s management has continuously monitored ongoing developments and assessed the financial impact in respects of the valuation of assets, provisions and contingent liabilities, and has used estimates and judgement in respect of various issues as the situation has evolved, using the best information obtained up to the date of this consolidated financial statements.

There are still uncertainties of COVID-19’s future impact, and the extent of the impact will depend on a number of factors, including the duration and severity of COVID-19, the development and progress of distribution of COVID-19 vaccine and other medical treatment, the potential change in user’s behaviours, the actions taken by government authorities, particularly to contain the outbreak, stimulate the economy to improve business condition especially for small and medium enterprises, almost all of which are beyond the Company’s control. As a result, certain estimates and assumptions require significant judgments and carry a higher degree of variabilities and volatilities that could result in material changes to the Company’s estimates in future periods.

F-128

VinFast Auto Pte. Ltd.

(Formerly known as VinFast Trading & Investment Pte. Ltd.)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

25. SUBSEQUENT EVENTS

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 consolidation.

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-129

EX-1.1

Exhibit 1.1

CONSTITUTION OF VINFAST UPON COMPLETION OF THE BUSINESS COMBINATION

POST-CLOSING COMPANY CONSTITUTION

THE COMPANIES ACT 1967

PUBLIC COMPANY LIMITED BY SHARES

CONSTITUTION

of

VINFAST AUTO LTD.

INTERPRETATION
1.  In this Constitution, the words standing in the first column of the table below shall bear the meanings set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:		Interpretation
‘Act’	The Companies Act 1967.
‘Alternate Director’	An Alternate Director appointed pursuant to regulation 124.
‘Auditors’	The auditors for the time being of the Company.
‘capital’	Share capital.
‘Company’	VINFAST AUTO LTD. by whatever name from time to time called.
‘Constitution’	This constitution, as may be amended from time to time.
‘Designated Stock Exchange’	The NASDAQ Stock Market or at any time, in the case of the shares, if they are not at the time listed and traded on the NASDAQ Stock Market, the principal stock exchange or securities market on which the shares are then listed or quoted or dealt in.
‘Director’	Includes any person acting as a director of the Company and includes any person duly appointed and acting for the time being as an Alternate Director.
‘Directors’ or ‘Board’	The Directors for the time being of the Company as a body or a quorum of the Directors present at a meeting of the Directors.
‘dividend’	Includes bonus.

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‘Member’, ‘holder of any share’ or ‘shareholder’	Any registered holder of shares for the time being, save that references in this Constitution to a ‘Member’ shall, where the Act requires, exclude the Company where it is a member by reason of its holding shares as treasury shares, and references in this Constitution to a ‘holder of any share’ or ‘shareholder’ shall, except where otherwise expressly provided in this Constitution, exclude the Company in relation to shares held by it as treasury shares.
‘month’	Calendar month.
‘Office’	The Registered Office for the time being of the Company.
‘Paid up’	Includes credited as paid up.
‘Register of Members’	The Register of Members of the Company.
‘regulation’	A regulation of this Constitution, as altered or added to from time to time and any reference to a regulation by number is a reference to the regulation of that number in this Constitution.
‘Seal’	The Common Seal of the Company or in appropriate cases the Official Seal or duplicate Common Seal.
‘Secretary’	The secretary or secretaries for the time being of the Company and shall include any person appointed by the Directors to perform the duties of secretary and where two or more persons are appointed to act as joint secretaries, or where one or more deputy or assistant secretaries are appointed, shall include any one of those persons.
‘Singapore’	The Republic of Singapore.
‘shares’	Shares in the capital of the Company.
‘Statutes’	The Act and every other legislation for the time being in force concerning companies and affecting the Company.
‘year’	Calendar year.
‘S$’	The lawful currency of Singapore.

(a)   The expressions ‘current address’, ‘electronic communications’, ‘financial statements’, ‘relevant intermediary’ and ‘treasury shares’ shall have the meanings ascribed to them respectively in the Act.

(b)   Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to written or produced by any substitute for writing or partly one and partly another and shall include (except where otherwise expressly specified in this Constitution or the context otherwise requires, and subject to any limitations, conditions or restrictions contained in the Statutes) any representation or reproduction of words, symbols or other information which may be displayed in a visible form, whether in a physical document or in an electronic communication or form or otherwise howsoever.

(c)   Words denoting the singular shall include the plural and vice versa. Words denoting the masculine gender only shall include the feminine gender. Words denoting persons shall include corporations.

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(d)   The expression ‘clear days’ notice’ shall, for the purposes of calculating the number of days necessary before a notice is served or deemed to be served, be exclusive of the day on which the notice is served or deemed to be served and of the day for which the notice is given.
(e)   Save as aforesaid, any word or expression used in the Act and the Interpretation Act 1965 shall, if not inconsistent with the subject or context, bear the same meaning in this Constitution.
(f)   The headnotes and marginal notes are inserted for convenience only and shall not affect the construction of this Constitution.
(g)   Any reference in this Constitution to any enactment is a reference to that enactment as for the time being amended or re-enacted.
(h)   A Special Resolution shall be effective for any purposes for which an Ordinary Resolution is expressed to be required under any provision of this Constitution.
NAME
2.   The name of the Company is VINFAST AUTO LTD.	Name
LIABILITY OF MEMBERS
3.   The liability of the Members is limited.	Liability of Members
BUSINESS
4.   (1)     Subject to the provisions of the Act (and where applicable, the rules and regulations of the Designated Stock Exchange) and any other written law and this Constitution, the Company has: (a)   full capacity to carry on or undertake any business or activity, do any act or enter into any transaction; and (b)   for these purposes, full rights, powers and privileges. (2)   Subject to the provisions of the Act, any branch or kind of business which by this Constitution is either expressly or by implication authorised to be undertaken by the Company may be undertaken by the Directors at such time or times as they shall think fit, and further may be suffered by them to be in abeyance whether such branch or kind of business may have been actually commenced or not, so long as the Directors may deem it expedient not to commence or proceed with such branch or kind of business.	Business or activity
PUBLIC COMPANY
5.   The Company is a public company.	Public Company
REGISTERED OFFICE
6.   The Office shall be at such place in Singapore as the Directors shall from time to time determine.	Place of Office

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SHARES
7.   (1)    The rights attaching to shares of a class other than ordinary shares shall be expressed in this Constitution.	Shares of a class other than ordinary shares
(2)   The Company may issue shares for which no consideration is payable to it.	Issue of shares for no consideration
8.   Subject to the Statutes and this Constitution, no shares may be issued by the Directors without the prior approval of the Company in general meeting but subject thereto, and to any special rights attached to any shares for the time being issued, the Directors may allot and issue shares or grant options over or otherwise deal with or dispose of the same to such persons on such terms and conditions and for such consideration (if any) and at such time and subject or not to the payment of any part of the amount (if any) thereof in cash as the Directors may think fit. Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, any share in the Company may be issued with such preferred, deferred or other special, limited or conditional rights, or subject to such restrictions, whether as regards dividend, return of capital, voting or otherwise, or which do not confer voting rights, as the Company may from time to time by Ordinary Resolution, or, if required by the Statutes, by Special Resolution determine (or, in the absence of any such determination, but subject to the Statutes, as the Directors may determine) and subject to the provisions of the Statutes, the Company may issue preference shares which are, or at the option of the Company are, liable to be redeemed, the terms and manner of redemption being determined by the Directors.	Issue of shares
9.   Notwithstanding anything in this Constitution, a treasury share shall be subject to such rights and restrictions as may be prescribed in the Act and may be dealt with by the Company in such manner as may be permitted by, and in accordance with, the Act. For the avoidance of doubt, save as expressly permitted by the Act, the Company shall not be entitled to any rights of a Member under this Constitution.	Treasury shares
10.  (1)    Preference shares may be issued subject to such limitation thereof as may be prescribed by law (and where applicable, the rules and regulations of the Designated Stock Exchange). Preference shareholders shall have the same rights as ordinary shareholders as regards receiving of notices, reports, balance sheets and financial statements and attending general meetings of the Company. Preference shareholders shall also have the right to vote at any meeting convened for the purpose of reducing the capital or winding up or sanctioning a sale of the undertaking of the Company or where the proposal to be submitted to the meeting directly affects their rights and privileges or when the dividend on the preference shares is more than six (6) months in arrears.	Rights attached to preference shares
(2)    The Company has power to issue further preference capital ranking equally with, or in priority to, preference shares from time to time already issued or about to be issued.	Issue of further preference shares
11.  If at any time the share capital is divided into different classes, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of the Act, whether or not the Company is being wound up, be varied or abrogated either with the consent in writing of the holders of three- quarters of the issued shares of the class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of shares of the class and to every such Special Resolution the provisions of Section 184 of the Act shall with such adaptations as are necessary apply. To every such separate general meeting, the provisions of this Constitution relating to general meetings shall mutatis mutandis apply,	Variation of rights of shares

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Provided always that:
(a)   the necessary quorum shall be two (2) persons at least holding or representing by proxy or by attorney one-third of the issued shares of the class and that any holder of shares of the class present in person or by proxy or by attorney may demand a poll, but where the necessary majority for such a Special Resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the issued shares of the class concerned within two (2) months of the meeting shall be as valid and effectual as a Special Resolution carried at the meeting; and
(b)   where all the issued shares of the class are held by one (1) person, the necessary quorum shall be one (1) person and such holder of shares of the class present in person or by proxy or by attorney may demand a poll.
12.  The repayment of preference capital other than redeemable preference capital or any other alteration of preference shareholders’ rights, may only be made pursuant to a Special Resolution of the preference shareholders concerned. Provided always that where the necessary majority for such a Special Resolution is not obtained at a meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two (2) months of the meeting, shall be as valid and effectual as a Special Resolution carried at the meeting.	Variation of rights of preference shareholders
13.  The rights conferred upon the holders of the shares of any class issued with preferred rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or by this Constitution, be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto.	Issue of further shares affecting preferred rights
14.  If by the conditions of allotment of any shares the whole or any part of the amount of the issue price thereof shall be payable by instalments every such instalment shall, when due, be paid to the Company by the person who for the time being shall be the registered holder of the share or his personal representatives, but this provision shall not affect the liability of any allottee who may have agreed to pay the same.	Payment of instalments
15.  The Company may pay any expenses (including brokerage or commission) incurred in any issue of shares or purchase or acquisition of shares at such rate or amount and in such manner as the Directors deem fit. Such expenses may be paid in whole or in part in cash or fully or partly paid shares of the Company. The Company may, in addition to, or in lieu of, such commission, in consideration of any person subscribing or agreeing to subscribe, or of his procuring or agreeing to procure subscriptions, for any shares in the Company, confer on any such person an option call within a specified time for a specified number of shares in the Company at a specified price or on such other terms and conditions as the Directors may deem fit. The requirements of the provisions of the Act shall be observed, as far as applicable.	Payment of expenses (including brokerage and commission)
16.  Save to the extent permitted by the Act (and where applicable, the rules and regulations of the Designated Stock Exchange), no part of the funds of the Company shall, directly or indirectly, be employed in the purchase of or subscription for or making of loans upon the security of any shares (or its holding company, if any). The Company shall not, except as authorised by the Act, give any financial assistance for the purpose of, or in connection with, the acquisition or proposed acquisition of shares or units of shares in the Company (or its holding company, if any).	Company’s shares as security

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17.  Where any shares are issued for the purpose of raising money to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a long period, the Company may pay interest on so much of that share capital (except treasury shares) as is for the time being paid up for the period, and, subject to the conditions and restrictions mentioned in Section 78 of the Act, may charge the same to capital as part of the cost of the construction of the works or building or the provision of the plant.	Power to charge interest on capital
18.  Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any interest in any fractional part of a share or (except only as by this Constitution, the regulations of the Designated Stock Exchange or by law otherwise provided) any other rights in respect of any share, except an absolute right to the entirety thereof in the person entered in the Register of Members as the registered holder thereof.	Company need not recognise trust
SHARE CERTIFICATES
19.  Every person whose name is entered as a Member in the Register of Members shall be entitled to receive, within 60 days after allotment or within 30 days after the lodgement of any notice of transfer to one certificate for all his shares of any one class or to several certificates in reasonable denominations each for a part of the shares so allotted or transferred (or such other period as may be prescribed by the Designated Stock Exchange or by the provisions of the Statutes), one certificate for all his shares of any one class or several certificates in reasonable denominations each for a part of the shares so allotted or transferred. Where such a Member transfers part only of the shares comprised in a certificate or where a registered shareholder requires the Company to cancel any certificate or certificates and issue new certificates for the purpose of subdividing his holding in a different manner, the old certificate or certificates shall be cancelled and a new certificate or certificates for the balance of such shares issued in lieu thereof and such Member shall pay a fee not exceeding S$2/- for each such new certificate or such other fee as the Directors may determine having regard to any limitation thereof as may be prescribed, where applicable, by the rules and regulations of the Designated Stock Exchange.	Entitlement to share certificate
20.  The retention by the Directors of any unclaimed share certificates (or stock certificates as the case may be) shall not constitute the Company a trustee in respect thereof. Any share certificate (or stock certificate as the case may be) unclaimed after a period of six (6) years from the date of issue of such share certificate (or stock certificate as the case may be) may be forfeited and if so shall be dealt with in accordance with this Constitution mutatis mutandis.	Retention of certificate
21.  The certificate of title to shares shall be issued under the Seal in such form as prescribed by the Directors from time to time, or executed as a deed in accordance with the Act. Every certificate shall bear the autographic or facsimile signatures of at least two (2) Directors or by one (1) Director and the Secretary or some other person appointed by the Directors, and shall specify the number and the class of shares to which it relates, whether the shares are fully or partly paid up, the amount (if any) unpaid on the shares and any other information as the Act may require. The facsimile signatures may be reproduced by mechanical, electrical or other means provided the method or system of reproducing signatures has first been approved by the Directors. No certificate shall be issued representing more than one class of shares.	Form of share certificate

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22.  (1)     Any two (2) or more certificates representing shares of any one class held by any person whose name is entered in the Register of Members may at his request be cancelled and a single new certificate for such shares issued in lieu without charge.	Consolidation of share certificates
(2)     If any person whose name is entered in the Register of Members shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two (2) or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request. Such person shall (unless such fee is waived by the Directors) pay a maximum fee of S$2/- for each share certificate issued in lieu of a share certificate surrendered for cancellation or such other fee as the Directors may from time to time determine having regard to any limitation thereof as may be prescribed, where applicable, by the Designated Stock Exchange.	Sub-division of share certificates
(3)     In the case of shares registered jointly in the names of several persons any such request may be made by any one of the registered joint holders.	Requests by joint holders
23.  (1)     Subject to the provisions of the Act, if any share certificates shall be defaced, worn-out, destroyed, lost or stolen, it may be renewed or replaced on such evidence being produced and a letter of indemnity, undertaking and/or statutory declaration (if required) being given by the shareholder, transferee, person entitled, purchaser, (where applicable) member firm or member company of the Designated Stock Exchange or on behalf of its/their client(s) as the Directors shall require, and in the case of defacement or wearing out, on delivery of the old certificate and in any case on payment of such sum not exceeding S$2/- as the Directors may from time to time require. In the case of destruction, loss or theft, the shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the Company all expenses incidental to the investigations by the Company of the evidence of such destruction, loss or theft.	Issue of replacement certificates
(2)     When any shares under the powers in this Constitution herein contained are transferred and the certificate thereof has not been delivered up to the Company by the former holder of the said shares, the Directors may issue a new certificate for such shares distinguishing it in such manner as they may think fit from the certificate not so delivered up.	New certificate in place of one not surrendered
JOINT HOLDERS OF SHARES
24.  Where two (2) or more persons are registered as the holders of any share, they shall be deemed to hold the same as joint tenants with benefit of survivorship subject to the following provisions:	Joint holders deemed holding as joint tenants
(a)   the Company shall not be bound to register more than three (3) persons as the holders of any share, except in the case of executors, trustees or administrators of the estate of a deceased Member;	Limited to 3 joint holders
(b)   the joint holders of a share shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of such share;	Jointly and severally liable
(c)   on the death of any one (1) of such joint holders the survivor or survivors shall be the only person or persons recognised by the Company as having any title to such share but the Directors may require such evidence of death as they may deem fit;	Survivorship

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(d)   any one (1) of such joint holders may give effectual receipts for any dividend or other moneys payable or property distributable to such joint holders on or in respect of the share; and	Receipts
(e)   only the person whose name stands first in the Register of Members as one (1) of the joint holders of any share shall be entitled to delivery of the certificate relating to such share or to receive notices from the Company and any notice given to such person shall be deemed notice to all the joint holders.	Entitlement to delivery of share certificates and notice
TRANSFER OF SHARES
25.  Subject to the restrictions of this Constitution and any restrictions imposed by law (and where applicable, the rules and regulations of the Designated Stock Exchange), any Member may transfer all or any of his shares, but every instrument of transfer of the legal title in shares must be in writing and in the form approved, where applicable, by the Designated Stock Exchange, or in any other form acceptable to the Directors, and must be left at the Office (or such other place as the Directors may appoint) for registration, accompanied by a certificate of stamp duty (if any), the certificate(s) of the shares to be transferred, and such other evidence (if any) as the Directors may require to prove the title of the intending transferor, or his right to transfer the shares.	Form of transfer
26.  Shares of different classes shall not be comprised in the same instrument of transfer.	Different classes of shares
27.  The instrument of transfer of a share shall be signed by or on behalf of the transferor and the transferee and be witnessed. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof; Provided always that the Directors may dispense with the execution of the instrument of transfer by the transferee in any case in which they think fit in their discretion so to do.	Transferor and transferee to execute transfer
28.  All instruments of transfer which are registered shall be retained by the Company, but any instrument of transfer which the Directors may refuse to register shall (except in any case of fraud) be returned to the party presenting the same.	Retention of transfer
29.  No share shall in any circumstances be transferred to any infant, bankrupt or person who is mentally disordered and incapable of managing himself or his affairs but nothing herein contained shall be construed as imposing on the Company any liability in respect of the registration of such transfer if the Company has no actual knowledge of the same.	Infant, bankrupt or mentally disordered
30.  Subject to any legal requirements to the contrary, the Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of six (6) years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of six (6) years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of six (6) years from the date of the cancellation thereof and it shall be conclusively presumed in favour of the Company that every entry in the Register of Members purporting to have been made on the basis of an instrument of transfer or other documents so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company,	Destruction of transfer

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Provided always that:
(a)   the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;
(b)   nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any circumstances which would not attach to the Company in the absence of this regulation; and
(c)   references herein to the destruction of any document include references to the disposal thereof in any manner.
31.  (1)     There shall be no restriction on the transfer of fully paid up shares (except where required by law or, where applicable, the listing rules of, or bye-laws and rules governing the Designated Stock Exchange) but the Directors may in their discretion decline to register any transfer of shares upon which the Company has a lien and in the case of shares not fully paid up may refuse to register a transfer to a transferee of whom they do not approve, Provided always that in the event of the Directors refusing to register a transfer of shares, they shall within such period of time as may be prescribed by the Act (or, where applicable, as may be prescribed by the rules and regulations of the Designated Stock Exchange) beginning with the date on which the application for a transfer of shares was made, serve a notice in writing to the applicant stating the facts which are considered to justify the refusal as required by the Statutes.	Directors’ power to decline to register
(2)   The Directors may decline to recognise any instrument of transfer of shares unless:
(a)   a fee not exceeding S$2/- (or such other fee as the Directors may determine having regard to any limitation thereof as may be prescribed by the Designated Stock Exchange) as the Directors may from time to time require, is paid to the Company in respect thereof;	Payment of fee and deposit of transfer
(b)   the amount of proper duty (if any) with which each instrument of transfer of shares is chargeable under any law for the time being in force relating to stamp duty is paid;
(c)   the instrument of transfer is deposited at the Office (or such other place as the Directors may appoint) and is accompanied by a certificate of payment of stamp duty (if any), the certificate of the shares to which the transfer relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer, and where the instrument is executed by some other person on his behalf, the authority of the person so to do; and
(d)   the instrument of transfer is in respect of only one (1) class of shares.
32.  If the Directors refuse to register a transfer of any shares, they shall give to the transferor and to the transferee notice of their refusal to register as required by the Act (where applicable, within such period of time as may be prescribed by the rules and regulations of the Designated Stock Exchange).	Notice of refusal to register
33.  (1)     The Company shall keep in one or more books a Register of Members and shall enter therein particulars required by the Act. Subject to the Act, the Company may keep an overseas or local or other branch register of Members resident in any place which shall be deemed to be part of the Company’s Register of Members, and the Directors may make and vary such regulations as it determines in respect of the keeping of any such register. (2)     The Register of Members may be closed at such times and for such period as the Directors may from time to time determine; Provided always that it shall not be closed for more than thirty (30) days in any year (in aggregate) and during such periods the Directors may suspend the registration of transfers. Further Provided always that the Company shall give prior notice of such closure in an appointed newspaper and as may be required to the Designated Stock Exchange, stating the period and purpose or purposes for which the closure is to be made.	Register of Members Closure of Register of Members

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34.  Nothing in this Constitution shall preclude the Directors from recognising a renunciation of the allotment of any share by the allottee in favour of some other person.	Renunciation of allotment
35.  Neither the Company nor its Directors nor any of its officers shall incur any liability for registering or acting upon a transfer of shares apparently made by relevant parties, although the same may, by reason of any fraud or other cause not known to the Company or its Directors or other officers, be legally inoperative or insufficient to pass the property in the shares proposed or professed to be transferred, and although the transfer may, as between the transferor and transferee, be liable to be set aside, and notwithstanding that the Company may have notice that such instrument of transfer was signed or executed and delivered by the transferor in blank as to the name of the transferee or the particulars of the shares transferred, or otherwise in defective manner. In every such case, the person registered as transferee, his executors, trustees, administrators and assigns, alone shall be entitled to be recognised as the holder of such shares and the previous holder shall, so far as the Company is concerned, be deemed to have transferred his whole title thereto.	Indemnity against wrongful transfer
TRANSMISSION OF SHARES
36.  In the case of the death of a Member whose name is registered in the Register of Members, the survivors or survivor where the deceased was a joint holder, and the executors, trustees or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of a deceased shareholder from any liability in respect of any share solely or jointly held by him.	Transmission on death
37.  (1)     Any person becoming entitled to the legal title in a share in consequence of the death or bankruptcy of any Member whose name is entered in the Register of Members, and any guardian of an infant becoming entitled to the legal title in a share and whose name is entered in the Register of Members, and any person as properly has the management of the estate of a Member whose name is entered in the Register of Members and who is mentally disordered and incapable of managing himself or his affairs or any person becoming entitled to a share by virtue of a vesting order by a court of competent jurisdiction and recognised by the Company as having any title to that share may, upon producing such evidence of title as the Directors shall require, elect either to be registered himself as holder of the share or transfer the share to some other person, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by a Member.	Person becoming entitled in certain circumstances may be registered
(2)     If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to transfer the share to another person he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of this Constitution relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the event upon which transmission took place had not occurred and the notice or transfer were a transfer signed by the person from whom the title by transmission is derived.	Requirements regarding transmission of shares

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(3)     The Directors may at any time give notice requiring any such person to elect whether to be registered himself as a Member in the Register of Members in respect of the share or to transfer the share and if the notice is not complied with within sixty (60) days the Directors may thereafter withhold payment of all dividends or other moneys payable in respect of the share until the requirements of the notice have been complied with.	Notice to register to unregistered executors and trustees
38.  Save as otherwise provided by or in accordance with this Constitution, a person becoming entitled to a share pursuant to regulation 36 or 37 (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the Member in respect of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to meetings of the Company or (save as aforesaid) to any of the rights or privileges of a Member in respect of the share, unless and until he shall be registered as the holder thereof.	Rights of unregistered persons entitled to a share
39.  There shall be paid to the Company in respect of the registration of any probate, letter of administration, certificate of marriage or death, power of attorney or other document relating to or affecting the title to any shares, such fee not exceeding S$2/-, or, where applicable, such other sum as may be approved by the Designated Stock Exchange from time to time, as the Directors may from time to time require or prescribe.	Fees for registration of probate etc.
CALLS ON SHARES
40.  The Directors may from time to time, as they think fit, make calls upon the Members in respect of any moneys unpaid on their shares or on any class of their shares and not by the conditions of the issue and allotment thereof made payable at fixed times; and each Member shall (subject to his having been given at least fourteen (14) days’ notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be made payable by instalments. The joint holders of a share shall be jointly and severally liable to pay all calls, instalments and interest due in respect thereof. A call may be revoked or postponed as the Directors may determine.	Directors may make calls on shares
41.  A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.	Time when new call made
42.  If before or on the day appointed for payment thereof, a call payable in respect of a share is not paid, the person from whom the amount of the call is due shall pay interest on such amount at such rate not exceeding ten per cent (10%) per annum as the Directors may determine from the day appointed for payment thereof to the time of actual payment, and shall also pay all costs, charges and expenses which the Company may have incurred or become liable for in order to procure payment of or in consequence of the non-payment of such call or instalment, but the Directors shall be at liberty to waive payment of such interest, costs, charges and expenses wholly or in part.	Interest and other late payment costs

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43.  Any sum which by the terms of issue of a share is made payable upon allotment or at any fixed date and any instalment of a call shall for all purposes of this Constitution be deemed to be a call duly made and payable on the date fixed for payment and, in the case of non-payment, the provisions of this Constitution as to payment of interest and expenses, forfeiture and the like and all other relevant provisions of the Statutes or of this Constitution shall apply as if such sum were a call duly made and notified as hereby provided.	Sum due on allotment or other fixed date
44.  The Directors may on the issue of shares differentiate between the holders as to the amount of calls to be paid and the time of payment of such calls.	Power of Directors to differentiate
45.  The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the money uncalled and unpaid upon the shares held by him and such payments in advance of calls shall extinguish (so far as the same shall extend) the liability upon the shares in respect of which it is made, and upon the money so received or so much thereof as from time to time exceeds the amount of the calls then made upon the shares concerned, the Company may pay interest at a rate agreed between the Member paying such sum and the Directors provided that such rate may not exceed eight per cent (8%) per annum without the sanction of the Company in general meeting. Capital paid on shares in advance of calls shall not whilst carrying interest confer a right to participate in profits and until appropriated towards satisfaction of any call shall be treated as a loan to the Company and not as part of its capital and shall be repayable at any time if the Directors so decide.	Payment in advance of calls
FORFEITURE OF SHARES
46.  If a Member fails to pay the whole or any part of any call or instalment of a call by or on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued thereon and any expenses incurred by the Company by reason of such non-payment.	Notice requiring payment of unpaid calls
47.  The notice shall name a further day (not being less than fourteen (14) days from the date of service of the notice) on or before which the payment required by the notice is to be made. It shall also name the place where payment is to be made and shall state that, in the event of non-payment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited.	Notice to state time and place of payment
48.  If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made, be forfeited by a resolution of the Directors to that effect.	Forfeiture of shares for non-compliance with notice
49.  A forfeiture of shares shall include all dividends in respect of the shares not actually paid before the forfeiture notwithstanding that they shall have been declared.	Forfeiture to include all dividends
50.  The Directors may accept a surrender of any share liable to be forfeited hereunder.	Directors may accept surrender in lieu

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51.  The forfeiture or surrender of a share shall involve the extinction at the time of forfeiture or surrender of all interest in and all claims and demands against the Company in respect of the share, and all other rights and liabilities incidental to the share as between the Member whose share is forfeited or surrendered and the Company, except only such of those rights and liabilities as are by this Constitution expressly saved, or as are by the Act given or imposed in the case of past Members.	Extinction of forfeited share
52.  Notwithstanding any such forfeiture, the Directors may, at any time before the forfeited share has been otherwise disposed of, annul the forfeiture, upon the terms of payment of all calls and interest due thereon and all expenses incurred in respect of the share and upon such further terms (if any) as they shall see fit.	Directors may allow forfeited share to be redeemed
53.  A share so forfeited or surrendered shall become the property of the Company and may be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person, on such terms and in such manner as the Directors think fit and at any time before a sale or disposition, the forfeiture or surrender may be cancelled on such terms as the Directors think fit. To give effect to any such sale, re-allotment or other disposition, the Directors are empowered to or may authorise some other person to transfer the shares to the purchaser.	Sale of forfeited shares
54.  The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed and he shall thereupon be registered as the holder of the share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.	Company may receive consideration of sale
55.  If any shares are forfeited and sold, any residue after the satisfaction of the unpaid calls and accrued interest and expenses, shall be paid to the person whose shares have been forfeited, or his executors, trustees, administrators or assignees or as he directs.	Application of residue of proceeds of forfeiture
56.  A person whose shares have been forfeited or surrendered shall cease to be a Member in respect of the shares, but shall, notwithstanding such forfeiture or surrender, remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were payable by him to the Company in respect of the shares with interest thereon at the rate of ten per cent (10%) per annum (or such lower rate as the Directors may approve) from the date of the forfeiture or surrender until payment in respect of the shares; but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. The Directors may at their absolute disclosure enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender or waive payment either wholly or in part.	Liabilities of Members whose shares forfeited
57.  Notice of any forfeiture shall forthwith be given to the holder of the share forfeited or to the person entitled by transmission to the share forfeited as the case may be. An entry of the forfeiture with the date thereof and the fact of the notice given shall be made in the Register of Members opposite the share. The provisions of this regulation are directory only, and no forfeiture shall be in any manner invalidated by any omission to give such notice or to make such entry as aforesaid.	Notice of forfeiture
LIEN ON SHARES
58.  (1)     The Company shall have a first and paramount lien and charge on (a) all the shares not fully paid up in the name of a Member (whether solely or jointly with others) and all dividends, interest and other distributions from time to time declared in respect of such shares; and (b) the shares not fully paid up in the name of a single person for all moneys presently payable by the person or the person’s estate to the Company. The Directors may waive any lien which has arisen and may resolve that any share shall for some limited period be exempt wholly or partially from the provisions of this regulation.	Company’s lien
(2)     No Member shall be entitled to receive any dividend or to exercise any privileges as a Member until he shall have paid all calls for the time being due and payable on every share held by him, whether along or jointly with any other person, together with interest and expenses (if any).

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59.  For the purpose of enforcing such lien, the Directors may sell all or any of the shares subject thereto in such manner as they think fit, but no sale shall be made unless some sum in respect of which the lien exists is presently payable and until a notice in writing stating the amount due and demanding payment and giving notice of intention to sell in default, shall have been served in such a manner as the Directors shall think fit on such Member or the person (if any) entitled by transmission to the shares, and default in payment shall have been made by him or them for fourteen (14) days after such notice. To give effect to any such sale or other disposition, the Directors are empowered or may authorise some other person to transfer the shares to the purchaser.	Sale of shares subject to lien
60.  The net proceeds of any such sale shall be applied in or towards satisfaction of the unpaid calls and accrued interest and expenses due from the Member to the Company in respect of the shares and the residue (if any) shall be paid to the person whose shares have been forfeited or his executors, trustees, administrators or assignees or as he directs; Provided always that the Company shall be entitled to a lien upon such residue in respect of any money due to the Company but not presently payable like to that which it had upon the shares immediately before the sale thereof.	Application of proceeds of sale
61.  To give effect to any such sale, the Directors may authorise some person to transfer the shares sold to the purchaser and the Directors may enter the purchaser’s name in the Register of Members as holder of the shares and the purchaser shall not be bound to see to the regularity or validity of the transfer or be affected by any irregularity or invalidity in the proceedings or be bound to see to the application of the purchase money. After his name has been entered in the Register of Members the validity of the sale shall not be impeached by any person and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.	Transfer and title to shares sold
62.  A statutory declaration in writing by a Director that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share, and such declaration and the receipt of the Company of the consideration (if any) given for the share on the sale, re-allotment or disposal thereof, together with the certificate under seal for the share delivered to a purchaser or allottee thereof, shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be entered in the Register of Members as the holder of the share in respect of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the forfeiture, surrender, sale, re-allotment or disposal of the share.	Statutory declaration that share duly forfeited

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CONVERSION OF SHARES INTO STOCK
63.  The Company may from time to time by Ordinary Resolution convert any paid up shares into stock and may from time to time by like resolution reconvert such stock into paid up shares.	Conversion from share to stock and back to share
64.  When any shares have been converted into stock, the several holders of such stock may transfer their respective interests therein or any part of such interests in such manner as the Company in general meeting shall direct, but in the absence of such direction, the respective interests may be transferred in the same manner and subject to the same regulations as the shares from which the stock arose would have been transferred prior to conversion or as near thereto as circumstances will admit. But the Directors may if they think fit from time to time fix the minimum number of stock units transferable.	Transfer of stock
65.  The holders of stock shall, according to the number of stock units held by them, have the same rights, privileges and advantages as regards dividend, return of capital, voting and other matters as if they held the shares from which the stock arose, but no such privilege or advantage (except as regards dividend and return of capital and the assets on winding up) shall be conferred by the number of stock units which would not, if existing in shares, have conferred that privilege or advantage, and no such conversion shall affect or prejudice any preference or other special privileges attached to the shares so converted.	Rights of stock-holders
66.  All such provisions of this Constitution as are applicable to paid up shares shall apply to stock and in all such provisions the words ‘share’ and ‘shareholder’ shall include ‘stock’ and ‘stockholder’.	Interpretation
ALTERATIONS OF CAPITAL
67.  (1)    Subject to this Constitution, the provisions of the Act, the rules and regulations of the Designated Stock Exchange and of any resolution of the Company in a General Meeting passed pursuant thereto, the issue of new shares shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper. The Directors shall also have the power to issue shares for which no consideration is payable and/or capitalise any undivided profits or other moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividends (including profits or other moneys carried and standing to any reserve or reserves) and to apply such profits or other moneys in paying up in full new shares, in each case on terms that such shares shall, upon issue, be held by or for the benefit of participants of any share incentive or option scheme or plan implemented by the Company and approved by the Members in a General Meeting and on such terms as the Directors shall think fit.	Issue of new shares
(2)     Except so far as otherwise provided by the conditions of issue or by this Constitution, all new shares shall be subject to the provisions of the Statutes and of this Constitution with reference to allotments, payment of calls, lien, transfer, transmission, forfeiture and otherwise.
68.  Notwithstanding regulation 67 above but subject to the Act, the Directors shall not be required to offer any new shares or make or grant any instruments to Members to whom by reason of foreign securities laws such offer of shares or making or granting of instruments may not be made without registration of the shares or instruments or a prospectus or other document, but may, at their absolute discretion and on such terms and conditions as the Directors deem fit, sell the entitlements to the new shares on behalf of such Members in such manner as they think most beneficial to the Company.

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69.  Subject to any directions that may be given in accordance with the powers contained in this Constitution, any capital raised by the creation of new shares shall be considered as part of the original capital as consisting of ordinary shares and shall be subject to the same provisions with reference to the payment of calls, transfer, transmission, forfeiture, lien and otherwise as if it had been part of the original capital.	Capital raised deemed original capital
70.  (1)    The Company may by Ordinary Resolution or as otherwise permitted by the provisions of the Statutes: (a)   consolidate and divide all or any of its shares;	Power to consolidate, cancel and sub-divide shares
(b)   subdivide its shares or any of them (subject nevertheless to the provisions of the Statutes and this Constitution) provided always that in such subdivision the proportion between the amount paid and the amount (if any) unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived;
(c)   cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person or which have been forfeited and diminish the amount of its capital by the number of the shares so cancelled; and
(d)   subject to the provisions of the Statutes, convert its share capital or any class of shares from one currency to another currency.
(2)   The Company may by Special Resolution and subject to and in accordance with the Statutes, convert one class of shares into another class of shares.	Power to convert shares.
71.  (1)    The Company may reduce its share capital or any undistributable reserve in any manner, subject to any requirements and consents required by law.	Reduction of share capital
(2)   Subject to and in accordance with the provisions of the Act, (where applicable) the rules and regulations of the Designated Stock Exchange and any applicable legislation or regulation, the Company may authorise the Directors in general meeting to purchase or otherwise acquire ordinary shares, stocks, preference shares, options, debentures, debenture stocks, bonds, obligations, securities, and all other equity, derivative, debt and financial instruments issued by it on such terms as the Company may think fit and in the manner prescribed by the Act. The Company may deal with any such share which is so purchased or acquired by the Company in such manner as may be permitted by, and in accordance with, the Act (including without limitation, to hold such share as a treasury share). Without prejudice to the foregoing, upon cancellation of shares purchased or otherwise acquired by the Company pursuant to this Constitution and the Act, the number of issued shares of the Company shall be diminished by the number of shares so cancelled, and where any such cancelled shares were purchased or acquired out of the capital of the Company, the amount of the share capital of the Company shall be reduced accordingly.	Power to repurchase shares

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GENERAL MEETINGS
72.  Save as otherwise permitted under the Act, an annual general meeting shall be held in accordance with the requirements of the Act and, where applicable, the listing rules of any securities exchange upon which the shares in the Company are listed, at such time and place as may be determined by the Directors, but not more than six (6) months shall be allowed to elapse between the end of each financial year and such general meeting, unless the Registrar of Companies authorises an extension of time to hold such general meeting or as otherwise permitted by the Act. All general meetings other than annual general meetings shall be called extraordinary general meetings. The time and place of any general meeting shall be determined by the Directors.	Annual general meetings and extraordinary general meetings
73.  The Directors may whenever they think fit convene an extraordinary general meeting and an extraordinary general meeting shall also be convened on such requisition by Members in accordance with the Act or in default may be convened by such requisitionist as provided for under the Act. If at any time there are not within Singapore sufficient Directors capable of action to form a quorum at a meeting of Directors, any Director may convene an extraordinary general meeting in the same manner as nearly as possible as that in which such a meeting may be convened by the Directors.	Calling for extraordinary general meetings
NOTICE OF GENERAL MEETINGS
74.  Any general meeting at which it is proposed to pass Special Resolutions or (save as provided by the Statutes and the regulations of the Designated Stock Exchange) a resolution of which special notice has been given to the Company pursuant to the Act, shall be called by at least twenty-one (21) clear days’ notice in writing. An annual general meeting or any other general meeting shall be called by at least fourteen (14) clear days’ notice in writing. The notice must specify the place, the day and the hour of the meeting. Such notice shall be given in the manner hereinafter mentioned to all Members other than those who are not under the provisions of this Constitution and the Act entitled to receive such notices from the Company. The period of notice shall be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held. So long as the shares in the Company are listed on the Designated Stock Exchange, at least fourteen (14) days’ notice of every general meeting shall be given by advertisement in the daily press and in writing to the Designated Stock Exchange.	Notice of meeting
Subject to the provisions of the Act and, where applicable, the rules and regulations of the Designated Stock Exchange, notwithstanding that it has been called by a shorter notice than that specified above, a general meeting shall be deemed to have been duly called if it is agreed:	Shorter notice
(a)   in the case of an annual general meeting by all the Members entitled to attend and vote thereat; and
(b)   in the case of an extraordinary general meeting by a majority in number of the Members having a right to attend and vote thereat, being a majority together holding not less than ninety-five per cent (95%) of the total voting rights of all the Members having a right to vote at that meeting.
Provided also that the accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.	Accidental omission

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75.  Notice of every general meeting shall be given in any manner authorised by this Constitution to:	Persons to whom notice of meeting is to be given
(a)   every Member holding shares conferring the right to attend and vote at the meeting who at the time of the convening of the meeting shall have paid all calls or other sums presently payable by him in respect of shares;
(b)   every person entitled to a share in consequence of the death or bankruptcy or otherwise of a Member who but for the same would be entitled to receive notice of the meeting;
(c)   every Director;
(d)   the Auditors, without prejudice to regulation 174; and
(e)   where applicable, the Designated Stock Exchange.
No other person shall be entitled to receive notices of general meetings; Provided always that if the meeting is called for the alteration of the objects of the Company, the notice shall comply with the provisions of Section 33 of the Act regarding notices to debenture holders.
76.  There shall appear with reasonable prominence in every such notice a statement that a Member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of him and that such proxy need not be a Member.	Contents of notice for general meeting
77.  Routine business shall mean and include only business transacted at an annual general meeting of the following classes, that is to say :	Routine and special business
(a)   receiving and adopting the financial statements, the Directors’ statement, the Auditor’s report and other documents required to be attached to the financial statements;
(b)   appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement;
(c)   fixing of the fees of Directors proposed to be paid under regulation 101(1);
(d)   declaring dividends; and
(e)   appointing or re-appointing Auditors and fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed.
Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolution on the Company in respect of such special business.
78.  In the case of any general meeting at which business other than routine business is to be transacted (special business), the notice shall specify the general nature of the special business, and if any resolution is to be proposed as a Special Resolution or as requiring special notice, the notice shall contain a statement to that effect.	Notice to specify nature of special business
PROCEEDINGS AT GENERAL MEETINGS
79.  No business other than the appointment of a chairman shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Except as herein otherwise provided, two (2) Members present in person shall form a quorum. For the purposes of this regulation, ‘Member’ includes a person attending as a proxy and a corporation being a Member shall be deemed to be personally present if represented in accordance with the provisions of Section 179(3) of the Act and such corporation’s representative is not otherwise entitled to be present at the meeting as a Member or proxy or as a corporate representative of another Member. Provided always that (i) a proxy representing more than one (1) Member shall only count as one (1) Member for the purpose of determining the quorum; and (ii) where a Member is represented by more than one (1) proxy such proxies shall count as only one (1) Member for the purpose of determining the quorum.	Quorum

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80.  If within half an hour from the time appointed for the holding of a general meeting (or such longer interval as the chairman of the meeting may think fit to allow) a quorum is not present, the meeting if convened on the requisition of Members shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week (or if that day is a public holiday then the next business day following that public holiday) at the same time and place or to such other day, time or place as the Directors may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.	Adjournment if quorum not present
81.  The Chairman of the Board or, in his absence, the Deputy Chairman (if any) shall preside as Chairman at every general meeting, but if there be no such Chairman or Deputy Chairman, or if at any meeting he shall not be present within fifteen (15) minutes after the time appointed for holding the same, or shall be unwilling to act as Chairman, the Members present shall choose some Director, or if no Director be present, or if all the Directors present decline to take the chair, one of themselves to be Chairman of the meeting.	Chairman
82.  The Chairman of the meeting may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time (or sine die) and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Where a meeting is adjourned sine die, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned for thirty (30) days or more or sine die, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.	Adjournment by chairman
83.  (1)     If required by the rules and regulations of the Designated Stock Exchange, all resolutions at general meetings shall be voted by poll (unless such requirement is waived by the Designated Stock Exchange).	Mandatory Polling
(2)     Subject to regulation 83(1), at any general meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:	Method of voting where mandatory polling not required
(a)   the Chairman of the meeting; or
(b)   at least two (2) Members present in person or by proxy (where a Member has appointed more than one (1) proxy, any one (1) of such proxies may represent that Member) or attorney or in the case of a corporation by a representative, and entitled to vote thereat; or
(c)   any Member or Members present in person or by proxy (where a Member has appointed more than one (1) proxy, any one (1) of such proxies may represent that Member) or attorney or in the case of a corporation by a representative or any number or combination of such Members, holding or representing not less than five per cent (5%) of the total voting rights of all the Members having the right to vote at the meeting; or
(d)   any Member or Members present in person or by proxy (where a Member has appointed more than one (1) proxy, any one of such proxies may represent that Member) or attorney or in the case of a corporation by a representative or any number or combination of such Members, holding or representing shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than five per cent (5%) of the total sum paid up on all the shares conferring that right.

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A demand for a poll made pursuant to regulation 83(2) may be withdrawn only with the approval of the Chairman of the meeting, and any such demand shall not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded. Unless a poll is so demanded (and the demand is not withdrawn), a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the minute book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
84.  Subject to regulation 85, where a poll is taken, it shall be taken in such manner (including the use of ballot or voting papers or tickets) and at such time (not being more than thirty (30) days from the date of the meeting) and place as the Chairman of the meeting may direct and either at once or after an interval or adjournment or otherwise and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. No notice need be given of a poll not taken at once. In case of any dispute as to the admission or rejection of a vote, the Chairman shall determine the same and such determination made in good faith shall be final and conclusive. The Chairman of the meeting may (and where applicable, if required by the rules and regulations of the Designated Stock Exchange or if so directed by the meeting shall) appoint scrutineer(s) and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.	How a poll is to be taken
85.  A poll on the election of a Chairman of a meeting or on a question of adjournment shall be taken immediately. A poll on any other question shall be taken either immediately or at such subsequent time as the Chairman of the meeting may direct. No notice need be given of a poll not taken at once.	Time for taking a poll
86.  Subject to the rules and regulations of the Designated Stock Exchange (where applicable), if at any general meeting any votes shall be counted which ought not to have been counted or might have been rejected, or if votes are not counted which ought to have been counted, the error shall not vitiate the result of the vote unless it is pointed out at the same meeting at which the vote is taken or at any adjournment thereof, and is in the opinion of the Chairman of sufficient magnitude to vitiate the result of the voting. The decision of the Chairman of the meeting on such matters shall be final and conclusive.	Error in counting votes
87.  The Members may, if the Directors at their absolute discretion deem fit, participate at a general meeting by telephone or video conference or by means of similar communication equipment whereby all persons participating in the meeting are able to hear and, if applicable, see each other and such participation shall constitute presence in person at such meeting and Members (or their proxy or, in the case of a corporation, their respective corporate representatives) so participating shall be counted in the quorum for the meeting. Such a meeting shall be deemed to take place where the largest group of Members (or their proxy, or in the case of a corporation, their respective corporate representatives) present for purposes of the meeting is assembled or, if there is no such group, where the Chairman of the meeting is present.	Meetings via electronic means

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VOTES OF MEMBERS
88.  (1)    Each Member entitled to vote may vote in person or by proxy or attorney, and (in the case of a corporation) by a representative. A person entitled to more than one (1) vote need not use all his votes or cast all the votes he uses in the same way.	Voting rights of Members
(2)    Subject and without prejudice to any special privileges or restrictions as to voting for the time being attached to any special class of shares for the time being forming part of the capital of the Company and to regulation 9, each Member entitled to vote may vote in person or by proxy or by attorney or other duly authorised representative. Every Member who is present in person or by proxy, or by attorney or other duly authorised representative shall:
(a)   on a poll, have one (1) vote for every share which he holds or represents; and
(b)   on a show of hands, have one (1) vote, Provided always that: (i) where a Member who is not a relevant intermediary is represented by two (2) proxies, only one (1) of the two (2) proxies as determined by that Member, or failing such determination, by the Chairman of the meeting (or by a person authorised by him) in his sole discretion shall be entitled to vote on a show of hands; and
(ii)  where a Member who is a relevant intermediary is represented by two (2) or more proxies, each proxy shall be entitled to vote on a show of hands, and in each case, the provisions of regulation 92 shall apply.
89.  A Member who is mentally disordered or whose person or estate is liable to be dealt with in any way under the law relating to mental capacity may vote, whether on a show of hands or on a poll, by his committee, curator bonis or such other person as properly has the management of his estate and any such committee, curator bonis or other person may vote by proxy or attorney, but no person claiming to vote pursuant to this regulation shall do so unless such evidence as the Directors may require of his authority shall have been deposited at the Office not less than seventy-two (72) hours before the time for holding the meeting at which he wishes to vote.	Voting rights of Members who are mentally disordered
90.  In the case of joint Members, any one (1) of such Members may vote and be reckoned in a quorum at any general meeting, whether in person or by proxy, but if more than one (1) such Member is present at the meeting, then in voting upon any question, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered holders of the share and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. Several executors, trustees or administrators of a deceased Member in whose name any share stands shall for the purpose of this regulation be deemed joint holders thereof.	Voting rights of joint holders
91.  Save as expressly provided herein or in the Act, no person other than a Member duly registered, and only in respect of shares upon which all calls due to the Company have been paid, shall be entitled to be present or to vote on any question, either personally or by proxy, attorney or representative at any general meeting.	Right to vote

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92.  (1)    Subject to the provisions of the Statutes:	Appointment of proxies
(a)   a Member who is not a relevant intermediary may appoint not more than two (2) proxies to attend, speak and vote at the same general meeting. Where such Member’s form of proxy appoints more than one (1) proxy, the proxy form shall specify the proportion of the Member’s shareholding to be represented by each proxy and if no such proportion is specified, the first named proxy shall be deemed to represent 100% of the shareholdings and any second-named proxy shall be deemed to be an alternate to the first-named; and
(b)   a Member who is a relevant intermediary may appoint more than two (2) proxies to attend, speak and vote at the same general meeting, but each proxy must be appointed to exercise the rights attached to a different share or shares held by such Member, and the proxy form shall specify the number and class of shares in relation to which each proxy has been appointed. If the form does not specify the required information, the first-named proxy shall be deemed to represent 100% of the shareholdings.
(2)     The Company shall be entitled and bound, in determining rights to vote and other matters in respect of a completed instrument of proxy submitted to it, to have regard to the instructions (if any) given by and the notes (if any) set out in the instrument of proxy.	Notes and instructions
(3)     A proxy or attorney need not be a Member.	Proxy need not be a Member
(4)     Voting right(s) attached to any shares in respect of which a Member has not appointed a proxy may only be exercised at the relevant general meeting by the Member personally or by his attorney, or in the case of a corporation by its representative.
(5)     A Member who has deposited an instrument appointing any number of proxies to vote on his behalf at a general meeting shall not be precluded from attending and voting in person at that general meeting. Any such appointment of all the proxies concerned shall be deemed to be revoked upon the attendance of the Member appointing the proxy/proxies at the relevant general meeting.	Attendance of Member at meeting
93.  (1)    An instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the Directors may approve and:	Execution of proxies
(a)   in the case of an individual, shall be:
(i) signed by the appointor or his attorney if the instrument is delivered personally or sent by post; or
(ii)  authorised by that individual through such method and in such manner as may be approved by the Directors, if the instrument is submitted by electronic communication; and
(b)   in the case of a corporation, shall be:
(i) either given under its common seal, executed as a deed in accordance with the Act or signed on its behalf by an attorney or a duly authorised officer of the corporation, or in some other manner approved by the Directors, if the instrument is delivered personally or sent by post; or
(ii)  authorised by that corporation through such method and in such manner as may be approved by the Directors, if the instrument is submitted by electronic communication.
The Directors may, for the purposes of this regulation, designate procedures for authenticating any such instrument, and any such instrument not so authenticated by use of such procedures shall be deemed not to have been received by the Company.

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(2)   The signature on, or authorisation of, such instrument need not be witnessed. Where an instrument appointing a proxy is signed or authorised on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy pursuant to regulation 94(1), failing which the instrument may be treated as invalid.	Witness and authority
(3)   The Directors may, in their absolute discretion:	Directors may approve method and manner, and designate procedure, for electronic communications
(a)   approve the method and manner for an instrument appointing a proxy to be authorised; and
(b)   designate the procedure for authenticating an instrument appointing a proxy,
as contemplated in regulations 93(1)(a)(ii) and 93(1)(b)(ii) for application to such Members or class of Members as they may determine. Where the Directors do not so approve and designate in relation to a Member (whether of a class or otherwise), regulation 93(1)(a)(i) and/or (as the case maybe) regulation 93(1)(b)(i) shall apply.
94.  (1)     An instrument appointing a proxy:	Deposit of proxies
(a)   if sent personally or by post, must be left at such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified, at the Office); or
(b)   if submitted by electronic communication, must be received through such means as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting,
and in either case, not less than seventy-two (72) hours before the time appointed for the holding of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used, and in default shall not be treated as valid. The instrument shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates; Provided always that an instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered in accordance with this regulation 94 for the purposes of any meeting shall not be required again to be delivered for the purposes of any subsequent meeting to which it relates.
(2)     The Directors may, in their absolute discretion, and in relation to such Members or class of Members as they may determine, specify the means through which instruments appointing a proxy may be submitted by electronic communications, as contemplated in regulation 94(1)(b). Where the Directors do not so specify in relation to a Member (whether of a class or otherwise), regulation 94(1)(a) shall apply.	Directors may specify means for electronic communications
(3)     In the event that forms of proxy are sent to Members together with any notice of meeting, the accidental omission to include the form of proxy to, or the non-receipt of such form of proxy by, any person entitled to receive a notice of meeting shall not invalidate any resolution passed or any proceeding at any such meeting.	Accidental omission of proxy form
(4)     An instrument appointing a proxy shall be deemed to include the right to demand or join in demanding a poll, to move any resolution or amendment thereto and to speak at the meeting.	Rights of proxies

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95.  Unless otherwise directed by the Chairman of the meeting, a vote cast by proxy shall not be invalidated by the previous death or mental disorder of the principal or by the revocation of the appointment of the proxy or of the authority under which the appointment was made, Provided always that no intimation in writing of such death, mental disorder or revocation shall have been received by the Company at the Office at least one (1) hour before the commencement of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) the e time appointed for the taking of the poll at which the vote is cast.	Intervening death or mental disorder of Member
96.  Any corporation which is a Member may by resolution of its Directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members and the persons so authorised shall be entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of this Constitution (but subject to the Act) be deemed to be present in person at any such meeting if a person so authorised is present in such capacity thereat. The Company shall be entitled to treat a certificate under the seal of the corporation as conclusive evidence of the appointment or revocation of appointment of a representative under this regulation.	Corporations acting via representative
97.  No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting whose decision as to its validity shall be final and conclusive.	Objections
98.  Subject to this Constitution and any applicable legislation, the Board may, at its sole discretion, approve and implement, subject to such security measures as may be deemed necessary or expedient, such voting methods to allow Members who are unable to vote in person at any general meeting the option to vote in absentia, including but not limited to voting by mail, electronic mail, or facsimile.	Voting in absentia
DIRECTORS
99.  Subject to the Act and, where applicable, to the rules and regulations of the Designated Stock Exchange, the number of Directors, all of whom shall be natural persons, shall not be less than two (2).	Number of Directors
100. A Director need not be a Member and shall not be required to hold any shares of the Company by way of qualification. A Director who is not a Member shall nevertheless be entitled to receive notice of, attend and speak at all general meetings of the Company.	Qualifications
101. (1)    The fees of the Directors shall be determined from time to time by an Ordinary Resolution of the Company and such fees shall (unless such resolution otherwise provides) not be increased except pursuant to an Ordinary Resolution passed at a general meeting where notice of the proposed increase shall have been given in the notice convening the meeting. Such fees shall (unless such resolution otherwise provides) be divided among the Directors in such proportions and manner as they may agree and in default of agreement equally, except that in the latter event any Director who shall hold office for part only of the period in respect of which such fee is payable shall be entitled only to rank in such division for the proportion of fee related to the period during which he has held office.	Fees for Directors
(2)    Any Director who holds any executive office or serves on any committee or who otherwise performs or renders services, which in the opinion of the Directors are outside the scope of his ordinary duties as a Director, may, subject to the Act, be paid such extra remuneration as the Directors may determine, subject however as is hereinafter provided in this regulation. Such extra remuneration may be made payable to such Director in addition to or in substitution for his ordinary remuneration as a Director, and may be made payable by a lump sum or by way of salary.	Extra remuneration

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102. The Directors shall be entitled to be repaid all travelling or such reasonable expenses as may be incurred in attending and returning from meetings of the Directors or of any committee of the Directors or general meetings or otherwise howsoever in or about the business of the Company, in the course of the performance of their duties as Directors.	Reimbursement of expenses
103. The Directors may procure the establishment and maintenance of or participate in or contribute to any non-contributory or contributory pension or superannuation fund or life assurance scheme or any other scheme whatsoever for the benefit of and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including Directors and other officers) who are or shall have been at any time in the employment or service of the Company or of the predecessors in business of the Company or of any subsidiary company, and the wives, widows, families or dependants of any such persons. The Directors may also procure the establishment and subsidy of, or subscription and support to, any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise to advance the interests and well-being of the Company or of any such other company as aforesaid or of its Members and payment for or towards the insurance of any such persons as aforesaid, and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object.	Benefits for employees
104. (1)    Other than the office of auditor, a Director may hold any other office or place of profit in the Company and he or any firm of which he is a member or any company of which he is a Director or shareholder may act in a professional capacity for the Company in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine. Subject to the Act, no Director or intending Director shall be disqualified by his office from contracting or entering into any arrangement with the Company whether as vendor, purchaser, lessor, lessee, mortgagor, mortgagee, manager, agent, broker or otherwise howsoever nor shall such contract or arrangement or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested whether directly or indirectly be avoided nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason only of such Director holding that office or of the fiduciary relation thereby established. Provided always that he has complied with the requirements of Section 156 of the Act as to disclosure.	Power of Directors to hold office of profit and to contract with Company
(2)     Every Director and any relevant officer of the Company (to whom Section 156 of the Act applies) shall observe the provisions of Section 156 of the Act relating to the disclosure of the interests in transactions or proposed transactions with the Company or of any office or property held by him which might create duties or interests in conflict with his duties or interests as a Director or such officer (as the case may be). Notwithstanding such disclosure, a Director shall not vote in regard to any transaction or arrangement or any other proposal whatsoever in which he has directly or indirectly a personal material interest. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting. (3)     The provisions of regulation 104(2) may at any time be suspended or relaxed to any extent and either generally or in respect of any particular contract, arrangement or transaction by the Company in general meeting, and any particular contract, arrangement or transaction carried out in contravention of this regulation may be ratified by Ordinary Resolution of the Company, or as otherwise provided in this Constitution.	Directors and Chief Executive Officer to observe Section 156 of the Act

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105. (1)    A Director may be or become a director of, or hold any office or place of profit (other than as auditor), or be otherwise interested in any company in which the Company may be interested as vendor, purchaser, shareholder or otherwise and such Director shall not be accountable for any fees, remuneration or other benefits received by him as a Director or officer of, or by virtue of his interest in such other company unless the Company otherwise directs.	Holding of office in other companies
(2)     Subject always to regulation 104(2), the Directors may exercise the voting power conferred by the shares in any company held or owned by the Company in such manner and in all respects as the Directors think fit in the interests of the Company (including the exercise thereof in favour of any resolution appointing the Directors or any of them to be directors of such company or voting or providing for the payment of remuneration to the directors of such company) and any such director of the Company may vote in favour of the exercise of such voting powers in the manner aforesaid notwithstanding that he may be or be about to be appointed a director of such other company.	Directors may exercise voting power conferred by Company’s shares in another company
106. The Company in general meeting may, subject to the provisions of this Constitution and any requirements of the Act, by Ordinary Resolution of which special notice has been given to all Members entitled to receive notices, from time to time remove any Director before the expiration of his period of office (notwithstanding anything in this Constitution or in any agreement between the Company and such Director) and appoint another person in place of the Director so removed, and may increase or reduce the number of Directors, and may alter their share qualifications (if any). Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between him and the Company. In default of such appointment the vacancy so arising may be filled by the Directors as a casual vacancy in accordance with regulation 110. Until otherwise determined by a general meeting, there shall be no maximum number of Directors.	Removal of Director and change in maximum number of Directors
107. Subject as herein otherwise provided, the office of a Director shall be vacated in any of the following events, namely:	Vacation of office of Director
(a)   if he is prohibited by law from acting as a Director;
(b)   if he ceases to be a Director by virtue of any of the provisions of the Act;
(c)   if (not being a Director holding any executive office for a fixed term) he shall resign by writing under his hand left at the Office or if he shall in writing offer to resign and the Directors shall resolve to accept such offer;
(d)   if a bankruptcy order is made against him or if he suspends payments or makes any arrangement or composition with his creditors generally;

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(e)   if he becomes mentally disordered and incapable of managing himself or his affairs or if in Singapore or elsewhere an order shall be made by any court claiming jurisdiction in that behalf on the ground (however formulated) of mental disorder for his detention or for the appointment of a guardian or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to his property or affairs;
(f)   if he becomes disqualified from acting as a director by virtue of his disqualification or removal or the revocation of his appointment as a director, as the case may be, under any applicable laws;
(g)   if he absents himself from the meetings of the Directors during a continuous period of three (3) months without special leave of absence from the Board and they pass a resolution that he has by reason of such absence vacated office;
(h)   if he is requested in writing by a majority of the other Directors for the time being to vacate office;
(i) if he is removed from office by the Company in general meeting pursuant to this Constitution; and
(j) if he is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds (in which case he must immediately resign from the Board).
108. (1)    The Directors may from time to time appoint one or more of their body to be the holder of an executive office (including, where considered appropriate, the office of Chairman or Deputy Chairman) on such terms and for such period as they may (subject to the provisions of the Act) determine and, without prejudice to the terms of any contract entered into in any particular case, may at any time revoke such appointment.	Directors may hold executive offices
(2)     The appointment of any Director to the office of Chairman or Deputy Chairman shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.	Cessation of directorship of Chairman or Deputy Chairman
(3)     The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise, in which event such determination shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.	Cessation of directorship of Executive Director
(4)     The Directors may entrust to and confer upon any Directors holding any executive office any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of or in substitution for all or any of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of those powers.	Power of Executive Directors
109. Subject to any provision in the Act to the contrary, a resolution for the appointment of two or more persons as Directors by a single resolution shall not be moved at any General Meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this provision shall be void.	Resolution for appointment of Directors
110. The Company may by Ordinary Resolution appoint any person to be a Director either to fill a casual vacancy or as an additional Director but the total number of Directors shall not at any time exceed the maximum number (if any) fixed by this Constitution. Without prejudice thereto, the Directors shall have power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an additional Director, but any person so appointed by the Directors shall hold office only until the next annual general meeting and shall then be eligible for re-election at such meeting.	Directors’ power to fill casual vacancies and to appoint additional Directors

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CHIEF EXECUTIVE OFFICER / MANAGING DIRECTOR
111. The Directors may from time to time appoint one or more of their body or any other person(s) to be Chief Executive Officer(s) of the Company or may appoint one or more of their body to be Managing Director(s) of the Company (or any equivalent appointment(s) howsoever described) and may from time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss him or them from office and appoint another or others in his or their places.	Appointment, resignation and removal of Chief Executive Officer / Managing Director
112. Subject to the provisions of any contract between a Chief Executive Officer / Managing Director and the Company, the Chief Executive Officer / Managing Director (or any person holding an equivalent appointment) who is a Director shall comply with the same provisions as to resignation and removal as the other Directors. The appointment of such Chief Executive Officer / Managing Director (or any person holding an equivalent appointment) who is a Director shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds the office shall expressly state otherwise.	Chief Executive Officer / Managing Director subject to resignation and removal
113. A Chief Executive Officer / Managing Director (or any person holding an equivalent appointment) shall, subject to the Act and to the terms of any agreement entered into in any particular case, receive such remuneration (whether by way of salary, commission or participation in profit, or partly in one way and partly in another) as the Directors may determine.	Remuneration of Chief Executive Officer / Managing Director
114. The Directors may entrust to and confer upon a Chief Executive Officer / Managing Director (or any person holding an equivalent appointment) any of the powers exercisable by them upon such terms and conditions and with such restrictions as they may think fit, and either collaterally with or to the exclusion of or in substitution for all or any of their own powers, and may from time to time revoke, withdraw, alter, or vary all or any of those powers. A Chief Executive Officer / Managing Director (or any person holding an equivalent appointment) shall be subject to the control of the Board.	Power of Chief Executive Officer / Managing Director
POWERS AND DUTIES OF DIRECTORS
115. The business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors who may exercise all such powers of the Company as are not by the Statutes or by this Constitution required to be exercised by the Company in general meeting. The Directors shall not carry into effect any proposals for selling or disposing of the whole or substantially the whole of the Company’s undertaking unless such proposals have been approved by the Company in a general meeting. The general powers given by this regulation shall not be limited or restricted by any special authority or power given to the Directors by any other regulation.	Directors’ general power to manage
116. The Directors may establish any local boards or agencies for managing any affairs of the Company, either in Singapore or elsewhere, and may appoint any persons to be members of such local boards or any managers or agents, and may fix their remuneration and may delegate to any local board, manager or agent any of the powers, authorities and discretions vested in the Directors, with power to sub-delegate, and may authorise the members of any local board or any of them to fill any vacancies therein and to act notwithstanding vacancies, and any such appointment or delegation may be made upon such terms and subject to such conditions as the Directors may think fit, and the Directors may remove any person so appointed, and may annul or vary any such delegation, but no person acting in good faith and without notice of any such annulment or variation shall be affected thereby.	Establishing local Boards

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117. Subject to the Statutes and the provisions of this Constitution, the Directors may at their discretion exercise all powers of the Company to borrow or otherwise raise money, to mortgage, charge or hypothecate all or any of the property or business of the Company including any uncalled or called but unpaid capital and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.	Power to borrow
118. (1)    The Directors may delegate any of their powers or discretion other than the powers to borrow and make calls to committees consisting of one or more members of their body as they think fit and (if thought fit) one or more other persons co-opted as hereinafter provided. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon them by the Board. Any such regulations may provide for or authorise the co-option to the committee of persons other than Directors and for such co-opted members to have voting rights as members of the committee. (2)     Without prejudice to the generality of regulation 118(1), the Directors must, if required to do so pursuant to the Act, at a minimum appoint an audit committee, and, where applicable, such other committees as may be prescribed by the rules and regulations of the Designated Stock Exchange as deemed appropriate by the Directors. Each of these committees must in the exercise of the powers delegated to them conform with the Act (and any such regulations made thereunder), (where applicable) the rules and regulations of the Designated Stock Exchange, and such terms of reference as are put together.	Power to delegate to committee
119. The meetings and proceedings of any such committee consisting of two (2) or more members shall be governed mutatis mutandis by the provisions of this Constitution regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding regulation, save that a resolution in writing of any committee of Directors shall only be effective as a resolution duly passed at a meeting of that committee of Directors duly convened and held if such resolution in writing is signed or approved by such number of the Directors or their alternates for the time being (who are not prohibited by law or the provisions of the relevant committee charter from voting on such resolutions) comprising such committee as may be specified in the charter of that committee.	Proceedings of committees
120. The Directors may, at any time, and from time to time, by power of attorney or otherwise, appoint any corporation, firm, limited liability partnership, or person or any body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under this Constitution), and for such period and subject to such conditions as the Directors may from time to time think fit, and any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the Directors may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.	Power to appoint attorneys

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121. All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments in which the Company is in any way concerned or interested and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine.	Signing of cheques and bills
122. All acts done by any meeting of Directors or of a committee of Directors or by any person acting as Director or as a member of any such committee, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were or was disqualified or had vacated office or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of the committee and had been entitled to vote.	Validity of acts despite defect in appointment
123. The Company or the Directors on behalf of the Company may in exercise of the powers in that behalf conferred by the Act, cause to be kept a Branch Register or Register of Members, and the Directors may (subject to the provisions of the Act) make and vary such regulations as they may think fit in respect of the keeping of any such Register.	Branch register
ALTERNATE DIRECTOR
124. Any Director may at any time by writing under his hand and deposited at the Office, or delivered at a meeting of the Directors, appoint any person (other than another Director or an Alternate Director) approved by a majority of his co-Directors to be his Alternate Director during such period as he thinks fit and may in like manner at any time terminate such appointment. Any appointment or removal by electronic communication shall be confirmed as soon as possible by letter, but may be acted upon by the Company meanwhile.	Appointment of Alternate Director
125. A Director or any other person may act as an Alternate Director to represent more than one Director and such Alternate Director shall be entitled at Directors’ meetings to one (1) vote for every Director whom he represents in addition to his own vote if he is a Director.
126. The appointment of an Alternate Director shall ipso facto terminate on the happening of any event which if he were a Director would render his office as a Director to be vacated and his appointment shall also terminate ipso facto if his appointor ceases for any reason to be a Director.	Determination of appointment
127. An Alternate Director shall (subject to his giving to the Company an address in Singapore) be entitled to receive notices of meetings of the Directors and to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions of his appointor as a Director and for the purposes of the proceedings of such meeting the provisions of this Constitution shall apply as if he (instead of his appointor) were a Director. If his appointor is for the time being absent from Singapore or temporarily unable to act through ill health or disability, his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor. To such extent as the Directors may from time to time determine in relation to any committee of the Directors, the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of any such committee of which his appointor is a member. An Alternate Director shall not (save as aforesaid) have power to act as a Director nor shall he be deemed to be a Director for the purposes of this Constitution.	Notices and attendance at meetings

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128. An Alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company in respect of his appointment as Alternate Director any remuneration except such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct. Any fee paid to an Alternate Director shall be deducted from the remuneration otherwise payable to his appointor.	Remuneration
129. An Alternate Director shall not be taken into account in reckoning the minimum or maximum number of Directors allowed for the time being under this Constitution but he shall be counted for the purpose of reckoning whether a quorum is present at any meeting of the Directors attended by him at which he is entitled to vote.	Alternate Director counted for quorum purposes
130. An Alternate Director shall not be required to hold any share qualification.	Alternate Director need not hold share qualification
PROCEEDINGS OF DIRECTORS
131. The Directors or any committee of Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. The quorum necessary for the transaction of the business of the Directors may be fixed from time to time by the Directors and unless so fixed at any other number, a majority of the Directors for the time being appointed to the Board shall be a quorum. Subject to the provisions of this Constitution, questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote. A meeting of the Directors or any committee of Directors at which a quorum is present at the time the meeting proceeds to business shall be competent to exercise all the powers and discretions for the time being exercisable by the Directors or such committee of Directors.	Meetings of Directors and quorum
132. A Director may, and on the request of a Director the Secretary shall, at any time summon a meeting of the Directors by notice served upon the several members of the Board. Notice of a meeting of Directors shall be given to all Directors or whether or not he is in Singapore. A Director may also waive notice of any meeting and such waiver may be retrospective.	Convening meetings
133. The accidental omission to give any Director, or the non-receipt by any Director of, a notice of meeting of Directors shall not invalidate the proceedings at that meeting.	Accidental omission
134. The Directors or any committee of Directors may from time to time elect a Chairman and, if desired, a Deputy Chairman and determine the period for which he is or they are to hold office. The Deputy Chairman shall perform the duties of the Chairman during the Chairman’s absence. The Chairman, or in his absence, the Deputy Chairman shall preside as Chairman at their meetings, but if no such Chairman or Deputy Chairman be elected or if at any meeting the Chairman and the Deputy Chairman are not present within fifteen (15) minutes after the time appointed for holding the same, a substitute for that meeting shall be appointed by such meeting from among the Directors present. Any Director acting as Chairman of a meeting of the Directors shall, in the case of an equality of votes, have the Chairman’s right to a second or casting vote where applicable.	Chairman

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135. The Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the minimum number fixed by or pursuant to this Constitution, the continuing Directors or Director may, except in an emergency, act for the purpose (i) of appointing sufficient Directors to bring the Board up to that number or (ii) of summoning a general meeting of the Company notwithstanding that there shall not be a quorum, but not for any other purpose. If there are no Directors or Director able or willing to act, then any two (2) Members may summon a general meeting for the purpose of appointing Directors.	Proceeding in case of vacancies
136. A resolution in writing signed or approved by a majority of the Directors or their alternates for the time being (who are not prohibited by law or this Constitution from voting on such resolutions) and constituting a quorum shall be as effective as a resolution duly passed at a meeting of the Directors duly convened and held. Any such resolution may be contained in a single document or may consist of several documents all in like form, each signed or approved as aforesaid provided that where a Director is not so present but has an alternate who is so present, then such resolution must also be signed by such alternate. A resolution pursuant to this regulation shall be deemed to have been passed on the date when the resolution is signed or approved by the last Director constituting a simple majority of the Directors. For the purpose of this regulation ‘in writing’ and ‘signed’ include approval by letter, telex, facsimile, cable, telegram, email or any other form of electronic communication or telegraphic communication or means approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and / or identification procedures and devices approved by the Directors.	Resolutions in writing
137. The meetings of Directors may be conducted by means of telephone or video conference or other methods of simultaneous communication by electronic, audio, audio-visual or other similar means or other technology by which all Directors participating in the meeting are able to hear and be heard by or to communicate with all the other Directors participating, for the despatch of business, adjourn or otherwise regulate their meetings as they think fit and the quorum for such teleconference meetings shall be the same as the quorum required for a Directors’ meeting provided in these regulations. A resolution passed by such a teleconference shall, notwithstanding that the Directors are not present together at one (1) place at the time of the meeting, be deemed to have been passed at the meeting of the Directors held on the day and at the time at which the conference was held, and all Directors participating at that meeting shall be deemed for all purposes of these regulations to be present at that meeting. The minutes of such a meeting signed by the Chairman of the meeting shall be conclusive evidence of any resolution of any meeting so conducted. Such a meeting shall be deemed to be held at the place where the largest group of Directors present for purposes of the meeting is assembled or, if there is no such group, where the Chairman of the meeting is present.	Meetings via electronic means
138. The Directors participating in any such meeting shall be counted in the quorum for such meeting and, subject to there being a requisite quorum under this Constitution, all resolutions agreed by the Directors in such meeting shall be deemed to be as effective as a resolution passed at a meeting in person of the Directors duly convened and held.	Directors participating in electronic meetings counted towards quorum

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139. In the case of a meeting which is not held in person, the fact that a Director is taking part in the meeting must be made known to all the other Directors taking part, and no Director may disconnect or cease to take part in the meeting unless he makes known to all other Directors taking part that he is ceasing to take part in the meeting.	Participation of Director must be made known
140. The Directors shall cause proper minutes to be made in books to be provided for the purpose of recording all the proceedings of all meetings of Directors and committees of Directors and of the attendances thereat and of the proceedings of all meetings of the Company and all business transacted, resolutions passed, appointments of officers made by the Directors and orders made at such meetings and any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting of the Company or Directors or committee as the case may be, shall be sufficient evidence without any further proof of the facts therein stated.	Minutes
141. The Directors shall duly comply with the provisions of the Act and in particular the provisions with regard to the registration of charges created by or affecting property of the Company, a Register of Members, a Register of mortgages and charges and a Register of Directors’ and Chief Executive Officer’s Share and Debenture Holdings, and the production and furnishing of copies of such Registers and of any Register of Holders of Debentures of the Company.	Keeping of Registers, etc
142. Any register, index, minute book, accounting record, minute or other document required by this Constitution or by the Act to be kept by or on behalf of the Company may be kept either in hard copy form or in electronic form, subject to compliance with the provisions of the Act. In any case in which bound books are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating discovery.	Form of Registers, etc.
SECRETARY
143. The Secretary or joint Secretaries shall, and a Deputy or Assistant Secretaries may, be appointed by the Directors for such term at such remuneration and upon such conditions as they may think fit; and any Secretary, joint Secretary, Deputy or Assistant Secretary so appointed may be removed by them, but without prejudice to any claim he may have for damages for breach of any contract of service between him and the Company. The appointment and duties of the Secretary shall not conflict with the provisions of the Act.	Appointment and removal of Secretary
144. A provision of the Act or this Constitution requiring or authorising a thing to be done by or in relation to a Director and the Secretary shall not be satisfied by its being done by or in relation to the same person acting as Director and as or in place of the Secretary.	Only Director and Secretary can act
145. A provision of the Act or this Constitution requiring or authorising a thing to be done by or in relation to the Secretary shall be satisfied by its being done by or in relation to one or more of the joint Secretaries if any for the time being appointed by the Directors.	Joint Secretaries
THE SEAL
146. The Directors shall provide for the safe custody of the Seal (if any) which shall only be used with the authority of the Directors or of a committee of the Directors authorised by the Directors in that behalf; and every instrument to which the Seal shall be affixed shall be (subject to the provisions of this Constitution as to certificates for shares) signed by one (1) Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose. Any facsimile signature may be reproduced by mechanical, electronic or such other method as may from time to time be approved by the Directors.	Use of Seal

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147. The Company may exercise all the powers conferred by Section 41 of the Act to have an official seal for use abroad and such powers shall be vested in the Directors and such official seal shall be affixed by the authority and in the presence of and the instruments sealed therewith shall be signed by such persons as the Directors shall from time to time by writing under the seal appoint.	Official Seal overseas
148. The Company may have a duplicate common seal as referred to in Section 124 of the Act which shall be a facsimile of the common seal of the Company with the addition on its face of the words ‘Share Seal’.	Share Seal
AUTHENTICATION OF DOCUMENTS
149. Any Director or the Secretary or any person appointed by the Directors for the purpose, shall have power to authenticate any documents affecting the Constitution of the Company; any resolutions passed by the Company, the Directors or any committee; and any books, records, documents, accounts and financial statements relating to the business of the Company. Such persons shall have the authority to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents, accounts or financial statements are elsewhere than at the Office, the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. Any authentication or certification made pursuant to this regulation may be made by any electronic means approved by the Directors from time to time incorporating, if the Directors deem necessary, the use of security procedures or devices approved by the Directors.	Power to authenticate documents
150. A document purporting to be a copy of a resolution or an extract from the minutes of a meeting, of the Company or of the Directors or any committee, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting. Any authentication or certification made pursuant to regulation 149 above and/or this regulation may be made by any electronic means approved by the Directors for such purpose from time to time incorporating, if the Directors deem necessary, the use of security and/or identification procedures and devices approved by the Directors.	Certified copies of resolution of Directors
DIVIDENDS AND RESERVES
151. Subject to any rights or restrictions attached to any shares or class of shares and except as otherwise permitted by the Act, (a) all dividends shall be declared and paid in proportion to the number of shares held by a Member but where shares are partly paid all dividends must be apportioned and paid proportionately to the amounts paid or credited as paid on the partly paid shares; and (b) all dividends shall be apportioned and paid proportionately to the amounts so paid or credited as paid during any portion or portions of the period in respect of which the dividend is paid, but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. For the purposes of this regulation, no amount paid or credited as paid on a share in advance of a call shall be treated as paid on the share.	Apportionment of dividends

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152. The Directors may, from time to time, set aside out of the profits of the Company and carry to reserve, such sum or sums as they think proper which shall, at the discretion of the Directors, be applicable for any purpose to which the profits of the Company may properly be applied and pending such application, may either be employed in the business of the Company or be invested. The Directors may divide the reserve fund into such special funds as they think fit and may consolidate into one fund any special funds or any parts of any special funds into which the reserve may have been divided. The Directors may also, without placing the same to reserve, carry forward any profits. In carrying sums to reserve and in applying the same the Directors shall comply with the provisions (if any) of the Statutes.	Power to set aside profits as reserve
153. The Directors may, upon the recommendation of the Directors and with the sanction of an Ordinary Resolution at a general meeting, from time to time declare dividends, but no such dividend shall (except as by the Statutes expressly authorised) be payable otherwise than out of the profits of the Company. No higher dividend shall be paid than is recommended by the Directors and a declaration by the Directors as to the amount of the profits at any time available for dividends shall be conclusive. The Directors may, if they think fit, and if in their opinion the profits of the Company justifies such payment, without any such sanction as aforesaid, from time to time declare and pay fixed dividends (either in cash or in specie) on any class of shares carrying a fixed dividend expressed to be payable on a fixed date on the half-yearly or other dates (if any) prescribed for the payment thereof by the terms of issue of the shares, and may also from time to time pay to the holders of any class of shares interim dividends of such amounts and on such dates and in respect of such periods as they may think fit.	Declaration and payment of dividends Interim dividends
154. The Company may upon the recommendation of the Directors by Ordinary Resolution, direct payment of a dividend in whole or in part in specie by the distribution of specific assets (and in particular of paid-up shares or debentures or debenture stock of any other company or any combination of any specific assets) and the Directors shall give effect to such resolution. Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular, may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof, and may determine that cash payments shall be made to any Members in terms of the value so fixed, in order to adjust the rights of all parties. The Directors may vest any such specific assets in trustees as may seem expedient to the Directors and no valuation, adjustment or arrangement so made shall be questioned by any Member.	Payment of dividends in specie
155. (1)     Whenever the Directors or the Company in general meeting have resolved or proposed that a dividend (including an interim, final, special or other dividend) be paid or declared on shares of a particular class in the capital of the Company, the Directors may further resolve that Members entitled to such dividend be entitled to elect to receive an allotment of shares of that class credited as fully paid in lieu of cash in respect of the whole or such part of the dividend as the Directors may think fit. In such case, the following provisions shall apply:	Scrip Dividends
(a)   the basis of any such allotment shall be determined by the Directors;
(b)   the Directors shall determine the manner in which Members shall be entitled to elect to receive an allotment of shares of the relevant class credited as fully paid in lieu of cash in respect of the whole or such part of any dividend in respect of which the Directors shall have passed such a resolution as aforesaid. The Directors may make such arrangements as to the giving of notice to Members, providing for forms of election for completion by Members (whether in respect of a particular dividend(s) or generally), determining the procedure for making such elections or revoking the same and the place at which and the latest date and time by which any forms of election or other documents by which elections are made or revoked must be lodged, and otherwise make all such arrangements and do all such things, as the Directors consider necessary or expedient in connection with the provisions of this regulation;

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(c)   the right of election may be exercised in respect of the whole of that portion of the dividend in respect of which the right of election has been accorded, provided that the Directors may determine, either generally or in specific cases, that such right shall be exercisable in respect of the whole or any part of that portion; and
(d)   the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on the shares of the relevant class in respect of which the share election has been duly exercised (the “elected shares”) and in lieu of cash and in satisfaction thereof shares of the relevant class shall be allotted and credited as fully paid to the holders of the elected shares on the basis of allotment determined as aforesaid. For such purpose, and notwithstanding the provisions of regulation 164, the Directors shall (i) capitalise and apply out of the amount standing to the credit of any of the Company’s reserve accounts or any sum standing to the credit of the profit and loss account or otherwise available for distribution as the Directors may determine, such sums as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and among the holders of the elected shares on such basis, or (ii) apply the sum which would otherwise have been payable in cash to the holders of the elected shares towards payment of the appropriate number of shares of the relevant class for allotment and distribution to and among the holders of the elected shares on such basis.
(2)      (a)   The shares of the relevant class allotted pursuant to the provisions of paragraph (1) of this regulation shall rank pari passu in all respects with the shares of that class then in issue save only as regards participation in the dividend which is the subject of the election referred to above (including the right to make the election referred to above) or any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneous with the payment or declaration of the dividend which is the subject of the election referred to above, unless the Directors shall otherwise specify.	Ranking of shares and other actions
(b)   The Directors may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this regulation, with full power to make such provisions as they may think fit in the case of shares of the relevant class becoming distributable in fractions (including, notwithstanding any provision to the contrary in this Constitution, provisions whereby, in whole or in part, fractional entitlements are disregarded or rounded up or down, or whereby the benefit of fractional entitlements accrues to the Company rather than the Members) and to authorise any person to enter on behalf of the Members interested into agreement(s) with the Company providing for any such appropriation, capitalisation, application, payment and distribution of funds and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

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(3)     The Directors may, on any occasion when they resolve as provided in paragraph (1) of this regulation, determine that the rights of election under that paragraph shall not be made available to the persons who are registered as holders of shares in the Register of Members, or in respect of shares the transfer of which is registered, after such date as the Directors may fix subject to such exceptions as the Directors think fit and, in such event, the provisions of this regulation shall be read and construed subject to such determination.	Record date
(4)     The Directors may, on any occasion when they resolve as provided in paragraph (1) of this regulation, further determine that:- (a)   no allotment of shares or rights of election for shares under that paragraph shall be made available or made to Members whose registered addresses entered in the Register of Members are outside Singapore or to such other Members or class of Members as the Directors may in their sole discretion decide and, in such event, the only entitlements of the Members aforesaid shall be to receive in cash the relevant dividend resolved or proposed to be paid or declared; and (b)   no allotment of shares or rights of election for shares under paragraph (1) of this regulation shall be made available or made to a person, or any persons, if such allotment or rights of election would in the opinion of the Directors cause such person, or such persons, to hold or control voting shares in excess of any shareholding or other limits which may from time to time be prescribed in any Statute, without the approval of the applicable regulatory or other authority as may be necessary.	Cash in lieu of shares
(5)     Notwithstanding the foregoing provisions of this regulation, if at any time after the Directors’ resolution to apply the provisions of paragraph (1) of this regulation in relation to any dividend but prior to the allotment of shares pursuant thereto, the Directors shall consider that, by reason of any event or circumstance (whether arising before or after such resolution) or by reason of any matter whatsoever, it is no longer expedient or appropriate to implement that proposal, the Directors may at their absolute discretion and as they deem fit in the interests of the Company, cancel the proposed application of paragraph (1) of this regulation.	Cancellation
156.  No shareholder shall be entitled to receive any dividend or to be present or vote at any meeting or upon a poll, or to exercise any privilege as a Member until he shall have paid all calls for the time being due and payable on every share held by him, whether alone or jointly with any other person, together with interest and expenses (if any).	No right to dividends where calls outstanding
157.  The Directors may deduct from any dividend or other moneys payable to a Member in respect of any share held by such Member, either alone or jointly with any other Member, any or all sums of money as may be due and payable by him, either alone or jointly with any other person in respect of any debts, liabilities or engagements to the Company on account of calls or otherwise towards satisfaction (in whole or in part) of such debts, liabilities or engagements, or any other account which the Company is required by law to deduct.	Deduction from debts due to Company
158.  A transfer of a share shall not pass the right to any dividend declared in respect thereof before the transfer has been registered.	Effect of transfer of shares

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159.  (1)     The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.	Retention of dividends on shares subject to lien
(2)     The Directors may retain the dividends payable on shares in respect of which any person is under this Constitution, as to the transmission of shares, entitled to become a Member, or which any person under this Constitution is entitled to transfer, until such person shall become a Member in respect of such shares or shall duly transfer the same.	Retention of dividends on shares pending transmission
160.  The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the Member (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.	Waiver of dividends
161.  (1)     Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto (or, if several persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder, to any one of such persons) or to such Member or person at such address as such persons may in writing direct or by such means (including, by electronic means) as the Directors may decide at their absolute discretion. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby and the Company shall not be responsible for the loss of any cheque or warrant sent through the post, which shall be sent by post duly addressed to the Member for whom it is intended.	Dividend paid by cheque or warrant
(2)     Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Directors, may specify that the same shall be payable to the persons registered as holders of such shares in the Register of Members at the close of business on a particular date and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.	Resolution declaring dividends
162.  The payment by the Directors of any unclaimed dividends or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof. All dividends and other moneys payable on or in respect of a share that are unclaimed after first becoming payable may be invested or otherwise made use of by the Directors for the benefit of the Company and any dividend or any such moneys unclaimed after a period of six (6) years from the date they are first payable may be forfeited and if so forfeited, shall revert to the Company. However, the Directors may at any time thereafter at their absolute discretion annul any such forfeiture and pay the dividends or moneys so forfeited to the person entitled thereto prior to the forfeiture. For the avoidance of doubt no Member shall be entitled to any interest, share of revenue or other benefit arising from any unclaimed dividends or moneys, howsoever and whatsoever.	Unclaimed dividends or other moneys
163.  No dividend or other monies payable on or in respect of a share shall bear interest as against the Company.	No interest on dividends

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BONUS ISSUES AND CAPITALISATION OF PROFITS AND RESERVES
164.  The Company may, upon the recommendation of the Directors, with the sanction of an Ordinary Resolution (including any Ordinary Resolution passed pursuant to regulation 67(2):	Power to capitalise profits
(a)   issue bonus shares for which no consideration is payable to the Company to the persons registered as holders of shares in the Register of Members at the close of business on:
(i)  the date of the Ordinary Resolution (or such other date as may be specified therein or determined as therein provided); or
(ii)  (in the case of an Ordinary Resolution passed pursuant to regulation 67(2)) such other date as may be determined by the Directors,
in proportion to their then holdings of shares; and/or
(b)   capitalise any part of the amount for the time being standing to the credit of the Company’s reserve accounts or other undistributable reserve or any sum standing to the credit of the profit and loss account by appropriating such sum to the persons registered as holders of shares in the Register of Members at the close of business on
(i)  the date of the Ordinary Resolution (or such other date as may be specified therein or determined as therein provided); or
(ii)  (in the case of an Ordinary Resolution passed pursuant to regulation 67(2)) such other date as may be determined by the Directors,
in proportion to their then holdings of shares and applying such sum on their behalf in paying up in full new shares (or, subject to any special rights previously conferred on any shares or class of shares for the time being issued, new shares of any other class not being redeemable shares) for allotment and distribution credited as fully paid up and amongst them as bonus shares in the proportion aforesaid.
165.  The Directors may do all acts and things considered necessary or expedient to give effect to any such bonus issue and/or capitalisation under regulation 164, with full power to the Directors to make such provisions as they think fit for any fractional entitlements which would arise on the basis aforesaid (including provisions whereby fractional entitlements are disregarded or the benefit thereof accrues to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all the Members entitled thereto into an agreement with the Company providing for any such bonus issue and/or capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all such Members.	Directors to give effect to bonus issues and/or capitalisation

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166.  In addition and without prejudice to the powers provided for by regulations 164 and 165 above, the Directors shall have power to issue shares for which no consideration is payable and/or to capitalise any undivided profits or other moneys of the Company not required for the payment or provision of any dividend on any shares entitled to cumulative or non-cumulative preferential dividends (including profits or other moneys carried and standing to any reserve or reserves) and to apply such profits or other moneys in paying up in full new shares, in each case on terms that such shares shall, upon issue: (a)     be held by or for the benefit of participants of any share incentive or option scheme or plan implemented by the Company and approved by Members in general meeting and on such terms as the Directors shall think fit; or (b)     be held by or for the benefit of non-executive Directors as part of their remuneration under regulation 101(1) and/or regulation 101(2) approved by Members in general meeting in such manner and on such terms as the Directors shall think fit. The Directors may do all such acts and things considered necessary or expedient to give effect to any of the foregoing.	Power to issue free shares and/or to capitalise reserves for employee share-based incentive plans
FINANCIAL STATEMENTS
167.  Accounting records sufficient to show and explain the Company’s transactions and otherwise complying with the Statutes shall be kept at the Office, or, at such other place as the Directors think fit and shall always be open to inspection by Directors.	Location of books of accounts
168.  The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members and no Member (not being a Director) or other person shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or ordered by a court of competent jurisdiction or authorised by the Directors or by a resolution of the Company in general meeting.	Inspection
169.  In accordance with the provisions of the Act, the Directors shall from time to time in accordance with the Act cause to be prepared and to be laid before the Company in general meeting such financial statements, balance sheets, reports, statements and other documents as may be necessary. The Company must hold its annual general meeting within six months from the end of its financial year (or such other period as may be permitted by the Act, (where applicable) the rules and regulations of the Designated Stock Exchange, and/or any applicable law).	Preparation and presentation of financial statements
170.  A copy of the financial statements and, if required, the balance sheet (including every document required by law to be attached thereto) which is duly audited and which is to be laid before the Company in general meeting accompanied by a copy of the Auditor’s report thereon, shall not less than fourteen (14) days before the date of the meeting be sent to every Member of the Company and to every other person who is entitled to receive notices of meetings from the Company under the provisions of the Statutes or this Constitution; Provided always that: (a)   these documents may, where applicable, subject to the rules and regulations of the Designated Stock Exchange, be sent less than fourteen (14) days before the date of the meeting if all persons entitled to receive notices of meetings from the Company so agree; (b)   this regulation shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of any joint holders of any shares in the Company or the several persons entitled thereto in consequence of the death or bankruptcy of the holder or otherwise, but any Member to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office; and (c)   such number of each document as is referred to in this regulation or, where applicable, such other number as may be required by the Designated Stock Exchange shall be forwarded to the Designated Stock Exchange at the same time as such documents are sent to the Members.	Copies of financial statements

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AUDIT AND AUDITORS
171.  Auditors of the Company shall be appointed and their duties regulated in accordance with the provisions of the Act.	Regulation of Auditors
172.  Every auditor of the Company shall have a right of access at all times to the accounting and other records of the Company and shall make his report as required by the Act.	Auditor’s rights to documents
173.  Subject to the provisions of the Act, all acts done by any person acting as an auditor of the Company shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.	Acts of Auditors valid despite defect in appointment
174.  The auditors of the Company or their agent authorised by them in writing for the purpose shall be entitled to attend any general meeting and to receive all notices of and other communications relating to any general meeting to which any Member is entitled and to be heard at any general meeting on any part of the business of the meeting which concerns them as auditors of the Company.	Auditor’s right to receive notice and attend meetings
NOTICES
175.  Any notice or document (including a share certificate) may be served on or delivered to any Member either personally or by sending it through the post in a prepaid cover addressed to such Member at his registered address appearing in the Register of Members, or (if he has no registered address within Singapore) to the address, if any, within Singapore supplied by him to the Company as his address for the service of notices, or by delivering it to such address as aforesaid. Where a notice or other document is served or sent by post, service or delivery shall be deemed to be effected at the time when the cover containing the same is posted, and in proving such service or delivery, it shall be sufficient to prove that such cover was properly addressed, stamped and posted. When a given number of days’ notice or notice extending over any other period is required to be given, the day of service shall not, unless otherwise provided for or required by these regulations or by the Act, be counted in such number of days or period.	Service of notice
176.  (1)     Without prejudice to the provisions of regulation 175 but subject otherwise to the Act and any regulations made thereunder (and, where applicable, the rules and regulations of the Designated Stock Exchange) relating to electronic communications, any notice or document (including, without limitation, any accounts, balance sheets, financial statements, circulars or reports) which is required or permitted to be given, sent or served under the Act or under this Constitution by the Company, or by the Directors, to a Member or officer or Auditor of the Company may be given, sent or served using electronic communications (including by electronic mail or short message service): (a)   to the current address of that person; (b)   by making it available on a website prescribed by the Company from time to time; or (c)   in such manner as such Member expressly consents to by giving notice in writing to the Company, in accordance with the provisions of this Constitution, the Statutes, (where applicable) the rules and regulations of the Designated Stock Exchange and/or any other applicable regulations or procedures.	Service by electronic communications

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(2)     For the purposes of regulation 176(1), a Member shall be implied to have agreed to receive such notice or document by way of such electronic communications and shall not have a right to elect to receive a physical copy of such notice or document.	Implied consent
(3)     Notwithstanding regulation 176(2) above, the Directors may, at their discretion, at any time give a Member an opportunity to elect within a specified period of time whether to receive such notice or document by way of electronic communications or as a physical copy, and such Member shall be deemed to have consented to receive such notice or document by way of electronic communications if he was given such an opportunity and he failed to make an election within the specified time, and he shall not in such an event have a right to receive a physical copy of such notice or document.	Deemed consent
(4)     Notwithstanding regulations 175(2) and 175(3) above, the Company shall send to the Members physical copies of such notices or documents as may be specified by law or, where applicable, the rules and regulations of the Designated Stock Exchange, and shall inform the Members as soon as practicable of how to request a physical copy of such notice or document and provide a physical copy of such notice or document upon such a request.	Physical copies
(5)     Where a notice or document is given, sent or served by electronic communications: (a)   to the current address of a person pursuant to regulation 176(1)(a), it shall be deemed to have been duly given, sent or served at the time of transmission of the electronic communication by the email server or facility operated by the Company, its service provider or agent, to the current address of such person (notwithstanding any delayed receipt, non-delivery or “returned mail” reply message or any other error message indicating that the electronic communication was delayed or not successfully sent), unless otherwise provided under the Act and/or, where applicable, the rules and regulations of the Designated Stock Exchange; and (b)   by making it available on a website pursuant to regulation 176(1)(b), it shall be deemed to have been duly given, sent or served on the date on which the notice or document is first made available on the website, unless otherwise provided under the Act and/or, where applicable, the rules and regulations of the Designated Stock Exchange.	When notice given by electronic communications deemed served
(6)     Where a notice or document is given, sent or served to a Member by making it available on a website pursuant to regulation 176(1)(b), the Company shall give separate notice to the Member of the publication of the notice or document on that website and the manner in which the notice or document may be accessed by any one or more of the following means: (a)   by sending such separate notice to the Member personally or through the post pursuant to regulation 175; (b)   by sending such separate notice to the Member using electronic communications to his current address pursuant to regulation 176(1)(a); (c)   by way of advertisement in the daily press; and/or	Notice to be given of service on website
(d)   where applicable, by way of announcement on the Designated Stock Exchange.

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177.  All notices, communications and/or documents (including a share certificate) with respect to any share to which persons are jointly entitled, shall be given to whichever of such persons is named first in the Register of Members, and notice so given shall be sufficient notice to all the holders of such shares. For such purpose a joint holder having no registered address in Singapore and not having supplied an address within Singapore for the service of notices shall be disregarded.	Service of notices to joint holders
178.  Any Member described in the Register of Members by an address not within Singapore who shall from time to time give notice in writing to the Company of an address within Singapore at which notices, communications and/or documents may be served upon him shall be entitled to have served upon him at such address any notice, communications and/or documents to which he would be entitled under this Constitution but, save as aforesaid, no Member other than a Member with a registered address within Singapore shall be entitled to receive any notice, communications and/or documents from the Company.	Service on overseas Members
179.  A person entitled to a share in consequence of the death or bankruptcy of a Member upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share, and upon supplying also to the Company an address within Singapore for the service of notices, shall be entitled to have served upon or delivered to him at such address any notice or document to which the Member but for his death or bankruptcy would have been entitled, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share. Save as aforesaid any notice or document delivered or sent by post to or left at the address of any Member or given, sent or served to any Member using electronic communications in pursuance of this Constitution shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the Company shall have notice of his death or bankruptcy or liquidation, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member in the Register of Members as sole or first-named joint holder.	Service of notice after death or bankruptcy
180.  Any notice on behalf of the Company or of the Directors shall be deemed effectual if it purports to bear the signature of the Secretary or other duly authorised officer of the Company, whether such signature is printed or written.	Signature on notice
181.  Any summons, notice, order or other document required to be sent to or served upon the Company, or upon any officer of the Company may be sent or served by leaving the same or sending it through registered mail in a prepaid letter, addressed to the Company or to such officer at the Office.	Service on Company

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WINDING-UP
182.  If the Company shall be wound up, subject to due provision being made for satisfying the claims of any holders of shares having attached thereto any special rights in regard to the repayment of capital, the surplus assets shall be applied in repayment of the capital paid up or credited as paid up on the shares at the commencement of the winding up.	Distribution of surplus assets
183.  If the Company shall be wound up (whether the liquidation is voluntary under supervision or by the Court), the liquidator may, with the sanction of a Special Resolution, divide among the Members in specie or kind the whole or any part of the assets of the Company, whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members, but if any division is resolved otherwise than in accordance with such rights, the Members shall have the same right of dissent and consequential rights as if such resolution were a Special Resolution passed pursuant to Section 178 of the Insolvency, Restructuring and Dissolution Act 2018. A Special Resolution sanctioning a transfer or sale to another company duly passed pursuant to the said Section may in like manner authorise the distribution of any shares or other consideration receivable by the liquidator amongst the Members otherwise than in accordance with their existing rights; and any such determination shall be binding upon all the Members subject to the right of dissent and consequential rights conferred by the said Section.	Distribution of assets in specie
184.  The liquidator may, as he thinks fit, vest the whole or any part of the assets in trustees upon such trusts for the benefit of Members and the liquidation of the Company may be closed and the Company dissolved but so that no Member shall be compelled to accept any shares or other securities in respect of which there is a liability.	Trust of assets
185.  In the event of a winding up of the Company, every Member who is not for the time being in Singapore shall be bound, within fourteen (14) days after the passing of an effective resolution to wind up the Company voluntarily, or within the like period after the making of an order for the winding up of the Company, to serve notice in writing on the Company appointing some person in Singapore upon whom all summonses, notices, processes, orders and judgments in relation to or under the winding up of the Company may be served, and in default of such nomination the liquidator of the Company shall be at liberty on behalf of such Member to appoint some such person, and service upon any such appointee shall be deemed to be a good personal service on such Member for all purposes, and where the liquidator makes any such appointment he shall with all convenient speed, give notice thereof to such Member by advertisement in any English newspaper widely circulated in Singapore or by a registered letter sent through the post and addressed to such Member at his address as appearing in the Register of Members, and such notice shall be deemed to be served on the day following that on which the advertisement appears or the letter is posted.	Service of notice
INDEMNITY
186.  Subject to the provisions of and so far as may be permitted by the Statutes, every Director or other officer for the time being of the Company shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred or to be incurred by him in the execution and discharge of his duties or in relation thereto. Without prejudice to the generality of the foregoing, no Director or other officer of the Company shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or for joining in any receipt or other act for conformity or for any loss or expense happening to the Company through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Company or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited or left or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his office or in relation thereto unless the same shall happen through his own negligence, wilful default, breach of duty or breach of trust.	Indemnity

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SECRECY
187.  No Member shall be entitled to require discovery of or any information relating to any detail of the Company’s trade or any matter which may be in the nature of a trade secret, mystery of trade or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interest of the Members of the Company to communicate to the public save as may be authorised by law or, where applicable, required by the rules and regulations of the Designated Stock Exchange.	Secrecy
PERSONAL DATA
188.  (1)     A Member who is a natural person is deemed to have consented to the collection, use and disclosure of his personal data (whether such personal data is provided by that Member or is collected through a third party) by the Company (or its agents or service providers) from time to time for any of the following purposes:	Personal data
(a)   implementation and administration of any corporate action by the Company (or its agents or service providers);
(b)   internal analysis and/or market research by the Company (or its agents or service providers);
(c)   investor relations communications by the Company (or its agents or service providers);
(d)   administration by the Company (or its agents or service providers) of that Member’s holding of shares in the Company;
(e)   implementation and administration of any service provided by the Company (or its agents or service providers) to its Members to receive notices of meetings, annual reports and other Member communications and/or for proxy appointment, whether by electronic means or otherwise;
(f)   processing, administration and analysis by the Company (or its agents or service providers) of proxies and representatives appointed for any general meeting (including any adjournment thereof) and the preparation and compilation of the attendance lists, minutes and other documents relating to any general meeting (including any adjournment thereof);
(g)   implementation and administration of, and compliance with, any provision of this Constitution;
(h)   compliance with any applicable laws, listing rules, take-over rules, regulations and/or guidelines; (i)  any other purposes specified in the Company’s prevailing privacy or data protection policies; and
(j)  purposes which are reasonably related to any of the above purposes.

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(2)     Any Member who appoints a proxy and/or representative for any general meeting including any adjournment thereof is deemed to have warranted that where such Member discloses the personal data of such proxy and/or representative to the Company (or its agents and service providers), that Member has obtained the prior consent of such proxy and/or representative for the collection, use and disclosure by the Company (or its agents or service providers) of the personal data of such proxy and/or representative for the purposes specified in regulation 188(1) and for any purposes reasonably related to regulation 188(1), and is deemed to have agreed to indemnify the Company in respect of any penalties, liabilities, claims, demands, losses and damages as a result of or in connection with such Member’s breach of warranty. Personal data of proxies and/or representatives

Names, Addresses, and Description of Subscriber(s)	Signatory
Vu Kim Bich 206 Depot Road #04-52 The Interlace Singapore 109697 Businessman	/s/ Vu Kim Bich

Dated this 19^th day of January 2015.

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EX-2.1

Exhibit 2.1

[SEE REVERSE FOR IMPORTANT NOTICE REGARDING OWNERSHIP AND TRANSFER RESTRICTIONS AND CERTAIN INFORMATION] Number of Ordinary Shares ** VINFAST AUTO LTD. Company Registration No: 201501874G (Incorporated in the Republic of Singapore under the Companies Act 1967 of Singapore) (the “Company”) Registered Office: 61 Robinson Road, #06-01 61 Robinson, Singapore 068893 Transfer Agent and Registrar: Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 This is to certify that (name) of (address) is the Registered Holder of () Ordinary Shares fully paid up in the capital of the Company transferable on the Branch Register of Members of the Company by the holder hereof in person or by a duly authorised attorney upon surrender of this Certificate and the form of share transfer on the reverse side being properly endorsed, subject to the Constitution of the Company, as now or as hereafter amended. Given under the Official Seal of the Company for use in the United States of America and the facsimile and / or autographic signatures of the duly authorised persons of the Company on. DIRECTOR DIRECTOR / COMPANY SECRETARY / AUTHORISED SIGNATORY Note : No transfer of any portion of the shares comprised in this Certificate will be registered unless accompanied by this Certificate

INSTRUMENT OF TRANSFER We, (the “Transferor”) in consideration of US$ do hereby sell, assign and transfer to Name: Address: Identifying Number: (the “Transferee”) ordinary shares (“Shares”) fully paid and in the capital of VinFast Auto Ltd. (Company Registration No. 201501874G) a company incorporated in the Republic of Singapore (“Company”) standing in our name in the Branch Register of Members of the Company maintained by Continental Stock Transfer & Trust Company in the United States of America, to hold unto the said Transferee, its Executors, Administrator or Assigns, subject to the conditions upon which the Transferor held the same immediately before the execution hereof and the conditions set forth in this form, and the Transferee does hereby agree to take the Shares subject to the same conditions. As Witness our Hands this day of . The Transferor If the Transferor is an individual SIGNED, SEALED AND DELIVERED as a deed by in the presence of: Witness’s signature Name: Address: If the Transferor is a corporation EXECUTED and DELIVERED as a deed for and on behalf of Director in the presence of: Witness’s signature Name: Address: The Transferee If the Transferor is an individual SIGNED, SEALED AND DELIVERED as a deed by in the presence of: Witness’s signature Name: Address: If the Transferor is a corporation EXECUTED and DELIVERED as a deed for and on behalf of Director in the presence of: Witness’s signature Name: Address: THIS INSTRUMENT OF TRANSFER (WHETHER ELECTRONIC OR OTHERWISE) SHOULD NOT BE EXECUTED IN OR BROUGHT INTO THE REPUBLIC OF SINGAPORE TERMS AND CONDITIONS OF SHARE TRANSFER Transfers of shares of VinFast Auto Ltd. (Company Registration No. 201501874G) a company incorporated in the Republic of Singapore (the “Company”) are subject in all cases to the terms and conditions specified in this instrument of transfer. As used herein, the term the “Payor/Indemnifying Party” means (i) the Transferee, if the Transferor is Cede & Co., and (ii) the Transferor, if the Transferee is Cede & Co. For the avoidance of doubt, in no event will Cede & Co. be the Payor/Indemnifying Party hereunder. The Payor/Indemnifying Party irrevocably agrees to comply with the terms and conditions as specified herein and to indemnify each of the Company, the transfer agent and share registrar for the time being, The Depository Trust Company (“DTC”), and Cede & Co. (“Cede”) (each such party, an “Indemnified Party”) as set forth herein. Instrument of Transfer. The Indemnifying Party represents, warrants and undertakes to each Indemnified Party that this instrument of transfer (whether electronic or otherwise) was executed outside of the Republic of Singapore and without such instrument of transfer being received in the Republic of Singapore. For the purposes of this paragraph, an electronic instrument that is executed outside Singapore is received in Singapore if (a) it is retrieved or accessed by a person in Singapore; (b) an electronic copy of it is stored on a device (including a computer) and brought into Singapore; or (c) an electronic copy of it is stored on a computer in Singapore. Payment of Transfer Taxes. The Payor/Indemnifying Party hereby irrevocably agrees to pay any stamp duty, documentary, transfer, or other similar taxes, charges, duties or levies (collectively, “transfer taxes”) in respect of the share transfer to be effected pursuant hereto. Indemnification and Contribution. The Payor/Indemnifying Party hereby irrevocably agrees to pay and undertakes to indemnify and hold harmless each of the Indemnified Parties and their respective affiliates, against any liability with respect to stamp duty pursuant to the Stamp Duties Act 1929 of Singapore or any other stamp duty, stamp duty reserve tax, transfer or documentary tax, or similar tax, charge, duty or levy (collectively, “Tax”) (and any interest, charge, penalty or the like payable in respect of any Tax) and any and all losses, costs, expenses, liabilities or damages, including, without limitation, reasonable attorneys’ fees and costs, imposed upon or incurred by each of the Indemnified Parties or any such affiliate in connection with any Tax arising out of or based upon the transfer of Shares under this instrument of transfer and/or the Payor/Indemnifying Party’s dealing in the Shares involving DTC or Cede in connection with the deposit of the Shares at DTC. Nothing in this share transfer form shall oblige or otherwise require any Indemnified Party to execute, effect or otherwise procure the transfer of the shares identified in this form and stipulated to be transferred pursuant hereto unless and until such time as the Company is satisfied that (i) it has received in full all amounts payable or likely to be payable in respect of any transfer taxes for the relevant share transfer and (ii) if, after payment and issuance of the relevant tax certificates evidencing the payment of such transfer taxes in respect of a share transfer, the Company becomes aware that additional amounts of transfer taxes may be due or are likely to become due and payable on such share transfer, and a demand for such amount has been issued to the Payor/Indemnifying Party, such additional amounts have been paid, in each case in the exercise of the sole and absolute discretion of the Company. The terms and conditions set out in this instrument of transfer shall remain in full force and effect and shall remain binding on the Payor/Indemnifying Party for the benefit of each Indemnified Party notwithstanding completion of the transfer of shares contemplated herein.

EX-4.6

Exhibit 4.6

Agreed Form

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2023, is made and entered into by and among VinFast Auto Ltd., a public limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01, 61 Robinson, Singapore 068893 (the “Company”) and each of the Persons listed on Schedule 1 hereto (each a “Holder”).

RECITALS

WHEREAS, pursuant to the terms of that certain Business Combination Agreement dated as of May 12, 2023, by and among the Company, Nuevo Tech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Merger Sub”) and Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), as amended by the First Amendment to Business Combination Agreement dated as of June 14, 2023, by and among the Company, Merger Sub and BSAQ (collectively, the “Business Combination Agreement”), among other matters, Merger Sub will merge with and into BSAQ, with BSAQ continuing as the surviving entity (the consummation of such merger, the “Closing”);

WHEREAS, pursuant to the terms of the Business Combination Agreement, prior to the effective time of the Closing, the Company will have undertaken the Recapitalization whereby, among other things, (i) the Pre-Recapitalization Company Shares held by the Company Shareholders will be recapitalized, repurchased and cancelled by the Company in exchange for the issuance of the Company Ordinary Shares, and (ii) the Company will adopt the Listing Constitution in the form attached to the Business Combination Agreement as Annex A;

WHEREAS, at the Closing, (i) all of the outstanding shares of BSAQ (other than BSAQ Dissenting Shares) will automatically be cancelled and cease to exist in exchange for the right to receive newly issued Company Ordinary Shares; and (ii) all BSAQ Warrants will be converted into and become the right to receive Company Warrants;

WHEREAS, that certain Registration Rights Agreement dated as of July 15, 2021, between BSAQ and the Sponsor (the “Prior SPAC Agreement”) shall be terminated with effect from the Closing; and

WHEREAS, the parties hereto desire to enter into this Agreement, pursuant to which the Company shall grant registration rights to the Holders on the terms and conditions set out in this Agreement;

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in the Business Combination Agreement:

“Agreement” shall have the meaning given in the Preamble.

“BSAQ” shall have the meaning given in the Preamble.

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

“Block Trade” shall have the meaning given in subsection 2.9.1.

“Board” shall mean the Board of Directors of the Company.

“Business Day” shall mean a day on which commercial banks are open for business in New York, Vietnam and the Republic of Singapore, except a Saturday, Sunday or public holiday (gazetted or ungazetted and whether scheduled or unscheduled).

“Closing” shall have the meaning given in the Recitals hereto.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble.

“Company Ordinary Shares” shall mean the ordinary shares in the capital of the Company, as of immediately after the Recapitalization.

“Company Warrants” shall mean the warrants to acquire Company Ordinary Shares issued to holders of Private Placement Warrants and Public Warrants in connection with the consummation of the transactions contemplated by the Business Combination Agreement.

“Demanding Holder” shall have the meaning given in Section 2.4.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Form F-1” shall mean such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Commission.

“Form F-1 Shelf” shall have the meaning given in subsection 2.1.1.

“Form F-3” shall mean such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the Commission that permits forward incorporation of substantial information by reference to other documents filed by the Company with the Commission.

“Form F-3 Shelf” shall have the meaning given in subsection 2.1.3.

“Holder” shall have the meaning given in the Preamble.

“Lock-Up Agreements” shall mean the Shareholders Support and Lock-Up Agreement and Deed, and the Sponsor Support and Lock-Up Agreement and Deed.

“Maximum Number of Securities” shall mean, as to a given Underwritten Offering, the maximum dollar amount or maximum number of equity securities that can be sold in such Underwritten Offering, in the reasonable determination of the managing Underwriter(s), without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering.

“Merger Sub” shall have the meaning given in the Recitals hereto.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

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“New Registration Statement” shall have the meaning given in subsection 2.2.1.

“Other Coordinated Offering” shall have the meaning given in Section 2.4.

“Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the lock-up period under the applicable Lock-Up Agreements, and to any transferee thereafter.

“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental authority or instrumentality or other entity of any kind.

“Piggyback Registration” shall have the meaning given in subsection 2.8.1.

“PIPE Securities” shall mean any securities issued pursuant to a Subscription Agreement.

“Private Placement Warrants” shall mean (i) the 6,000,000 warrants exercisable for shares of BSAQ issued pursuant to that certain Sponsor Warrants Purchase Agreement, dated July 15, 2021, between BSAQ and the Sponsor; and (ii) the 380,000 warrants exercisable for shares of BSAQ issued in connection with the Sponsor’s partial exercise of the over-allotment option on August 3, 2021.

“Public Warrants” shall mean the 8,450,000 warrants exercisable for shares of BSAQ sold as part of the units in BSAQ’s initial public offering.

“Prior SPAC Agreement” shall have the meaning given in the Recitals hereto.

“Pro Rata” shall mean, with respect to a given Registration, offering or Transfer of Registrable Securities pursuant to this Agreement, pro rata based on (A) the number of Registrable Securities that each Holder, as applicable, has requested or proposed to be included in such Registration, offering or Transfer and (B) the aggregate number of Registrable Securities that all Holders have requested or proposed to be included in such Registration, offering or Transfer.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Securities” shall mean:

(A) any outstanding Company Ordinary Shares or Company Warrants that are held by a Holder as of immediately following the Closing;

(B) any Company Ordinary Shares that may be acquired by a Holder upon the exercise of a Company Warrant or any other option or right to acquire Company Ordinary Shares that is held by a Holder as of immediately following the Closing;

(C) any Company Ordinary Shares or Company Warrants to purchase Company Ordinary Shares otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company; and

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(D) any other equity security of the Company issued or issuable with respect to any securities referenced in clauses (A) through (C) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction or (v) when the holder of such securities is able to immediately sell such securities under Rule 144 of the Securities Act without volume or manner of sale limitations; provided that securities ceasing to be Registrable Securities by reason of this clause (v) shall again become Registrable Securities during any period while there is no adequate current public information with respect to the Company available under Rule 144 (c) of the Securities Act.

“Registration” shall mean a registration, including any related Underwritten Takedown, effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Company Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;

(F) the Company’s roadshow and travel expenses, if any;

(G) the fees and expenses of any special experts retained by the Company in connection with such Registration;

(H) the Company’s internal expenses (including, without limitation, all salaries and expenses of the Company’s and its subsidiaries’ officers and employees and all overhead costs of the Company and its subsidiaries);

(I) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Underwritten Takedown; and

(J) all other expenses of Registration,

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in each case, other than Underwriters’ commissions and any related transfer taxes attributable to the sale of Registrable Securities by a Holder, and the fees and disbursements of legal counsel to the selling Holders, in an Underwritten Takedown, Block Trade or Other Coordinated Offering.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement (other than a registration statement on Form F-4, Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another entity).

“Remaining Securities” shall have the meaning given in Section 2.3.1.

“Requesting Holder” shall have the meaning given in Section 2.5.

“SEC Guidance” shall have the meaning given in subsection 2.2.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall mean the Form F-1 Shelf, the Form F-3 Shelf or any Subsequent Shelf, as the case may be.

“Shelf Registration” shall mean a Registration of securities pursuant to a Registration Statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Significant Holder” shall mean Vingroup Joint Stock Company, Vietnam Investment Group Joint Stock Company, and Asian Star Trading & Investments Pte. Ltd.

“Sponsor” shall mean Black Spade Sponsor LLC, an exempted company incorporated with limited liability under the laws of the Cayman Islands.

“Sponsor Parties” means (a) the Sponsor; and (b) each Person listed in rows 5 through 18 of Schedule 1.

“Sponsor Parties Representative” shall have the meaning given in subsection 5.14.1.

“Subsequent Shelf” shall have the meaning given in subsection 2.3.2.

“Takedown Demand” shall have the meaning given in subsection 2.4.1.

“Takedown Threshold” shall have the meaning given in Section 2.4.

“Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

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“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Takedown” shall have the meaning given in Section 2.4.

“Warrants” means the Private Placement Warrants and the Public Warrants.

ARTICLE 2

REGISTRATIONS

2.1 Resale Shelf Registration.

2.1.1 The Company shall use its reasonable best efforts to (a) file within 60 days following the Closing, and use reasonable efforts to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) covering the resale of (i) all the Registrable Securities held by the Holders other than Significant Holders (determined as of two Business Days prior to such filing) unless as otherwise notified in writing by such Holder to the Company at least five Business Days prior to such filing; and (ii) all or part of the Registrable Securities held by the Significant Holders, as shall be notified in writing by the relevant Significant Holder to the Company at least five Business Days prior to such filing, on a delayed or continuous basis, and shall use its reasonable best efforts to have such Shelf declared effective as soon as practicable after the filing thereof, and (b) keep such Form F-1 Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as a Form F-3 Shelf is declared effective pursuant to Section 2.1.3.

2.1.2 Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein.

2.1.3 Following the filing of a Form F-1 Shelf, the Company shall use reasonable efforts to convert and/or file, and to cause to become effective, the Form F-1 Shelf (and each Subsequent Shelf) to a Shelf Registration on Form F-3 (the “Form F-3 Shelf”) as soon as practicable, and in any event within 45 days, after the Company is eligible to use Form F-3.

2.2 Rule 415 Cutback.

2.2.1 Notwithstanding the registration obligations set forth in Section 2.1, in the event the Commission informs the Company that all requested Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform each of the Holders and use its reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (b) withdraw the Shelf Registration and file a new Registration Statement (a “New Registration Statement”), on Form F-3, or if Form F-3 is not then available to the Company for such Registration Statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its reasonable efforts to advocate with the Commission for the registration of all requested Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including the Manual of Publicly Available Telephone Interpretations D.29.

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2.2.2 Notwithstanding any other provision of this Agreement, if from time to time any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities and subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders, (a) the Company shall prioritize the Registration of all of the Company Ordinary Shares to be issued upon settlement of the EBs (as defined below) and all of the PIPE Securities (if any), and (b) if all of the Company Ordinary Shares to be issued upon settlement of the EBs and all of the PIPE Securities (if any), but not all of the Registrable Securities, may be registered, any remaining number of Registrable Securities permitted to be registered on such Registration Statement as a secondary offering shall be allocated Pro Rata among the other Holders. For avoidance of doubt, each Holder hereby acknowledges and agrees that the Company may amend (or withdraw and refile) any Registration Statement filed pursuant to this Agreement in order to give effect to this Section 2.2.

2.2.3 If the Company amends the Shelf Registration or files a New Registration Statement, as the case may be, under this Section 2.2, the Company shall use its reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

2.3 Maintenance, Amendment, Supplement and Subsequent Shelf.

2.3.1 The Company shall use reasonable efforts to maintain each Shelf in accordance with the terms of this Agreement, and shall prepare and file with the Commission from time to time such amendments and supplements to the Shelf as may be necessary (a) to keep the Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities and (b) to register the resale of all or any Registrable Securities held by the Significant Holders that are not registered for resale on the Form F-1 Shelf initially filed with the Commission pursuant to Section 2.1.1 (the “Remaining Securities”).

2.3.2 If a Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use reasonable efforts to as promptly as is reasonably practicable (a) cause such Shelf to again become effective under the Securities Act (including using reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), (b) amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf, or (c) prepare and file an additional Registration Statement for a Shelf Registration (a “Subsequent Shelf”) registering the resale of (i) all the Registrable Securities held by the Holders other than the Significant Holders (determined as of two Business Days prior to such filing) unless as otherwise notified in writing by such Holder to the Company at least five Business Days prior to such filing; and (ii) all or part of the Remaining Securities, as shall be notified in writing by the relevant Significant Holder(s) to the Company at least five Business Days prior to such filing.

2.3.3 If a Subsequent Shelf is filed pursuant to Section 2.3.2, the Company shall use reasonable efforts to (a) cause such Subsequent Shelf to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof, and (b) keep such Subsequent Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf shall be on Form F-3 to the extent that the Company is eligible to use such form, and shall be an automatic shelf registration statement as defined in Rule 405 promulgated under the Securities Act if the Company is a well-known seasoned issuer as defined in Rule 405 promulgated under the Securities Act at the most recent applicable eligibility determination date. Otherwise, such Subsequent Shelf shall be on another appropriate form.

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2.4 Demand for Underwritten Takedown. Subject to the Lock-Up Agreements and to the provisions of this Section 2.4 and Sections 2.5 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder(s) of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Offering, a Block Trade or an Other Coordinated Offering, in each case that is registered pursuant to the Shelf (each, an “Underwritten Takedown”) in accordance with this Section 2.4; provided that, the Company shall only be obligated to effect an Underwritten Takedown if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, US$ 50,000,000.

2.4.1 Takedown Demand Notice. All requests for an Underwritten Takedown shall be made by giving written notice to the Company, which notice shall specify the number of Registrable Securities proposed to be sold in the Underwritten Takedown (such written notice, a “Takedown Demand”).

2.4.2 Underwriters. The majority-in-interest of the Demanding Holders initiating an Underwritten Takedown shall have the right to select the Underwriter(s) for such Underwritten Offering (which shall consist of one or more nationally recognized investment banks). The Company shall not be required to include any Holder’s Registrable Securities in such Underwritten Takedown unless such Holder accepts the terms of the underwriting as agreed between the Company and its Underwriter(s) in customary form and enters into and complies with an underwriting agreement with such Underwriter(s) in customary form (after having considered and taken reasonable account of comments of a single U.S. counsel for the Holders which are selling in the Underwritten Takedown). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Takedown pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering.

2.4.3 Number and Frequency of Underwritten Takedowns. Notwithstanding anything to the contrary in this Section 2.4, under no circumstances shall the Company be obligated to effect (a) more than an aggregate of two (2) Underwritten Takedowns within the first year following the Closing, (b) for the period commencing one year after the Closing, more than one (1) Underwritten Takedown within any three-month period.

2.5 Reduction of Underwritten Takedown. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to a Takedown Demand, in good faith, advises the Company and the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten Offering (such Demanding Holders and other requesting Holders, the “Requesting Holders”) (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other Company Ordinary Shares or other equity securities that the Company desires to sell and the Company Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Offering:

2.5.1 first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) that can be sold without exceeding the Maximum Number of Securities (to be allocated Pro Rata among the Demanding Holders and Requesting Holders if the Registrable Securities desired to be sold by such Holders in the aggregate would exceed the Maximum Number of Securities);

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2.5.2 second, to the extent that the Maximum Number of Securities has not been reached under the foregoing subsection 2.5.1, the Company Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and

2.5.3 third, to the extent that the Maximum Number of Securities has not been reached under the foregoing subsections 2.5.1 and 2.5.2, any Company Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register pursuant to any separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.6 Effective Registration. Notwithstanding any other provision in this Agreement, a Registration will not count as an Underwritten Takedown until the Registration Statement filed with the Commission with respect to such Underwritten Takedown has been declared effective and the Company has complied with all of its obligations under this Agreement with respect to such Underwritten Takedown; provided, however, that if, after such Registration Statement has been declared effective, the offering of Registrable Securities pursuant to such Underwritten Takedown is interfered with by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority in interest of the Demanding Holders, thereafter elects to continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until the Registration Statement that has been previously filed with respect to such Demand Registration becomes effective or is subsequently terminated.

2.7 Withdrawal of Underwritten Takedown.

2.7.1 Prior to the filing of the applicable preliminary or “red herring” Prospectus used for marketing an Underwritten Takedown, a majority-in-interest of the relevant Demanding Holders shall have the right to withdraw from such Underwritten Takedown for any or no reason whatsoever upon written notification to the Company, each other Demanding Holder and Requesting Holder, and the applicable Underwriter(s).

2.7.2 Following the receipt of any notice of withdrawal pursuant to subsection 2.7.1, the other Demanding Holders and Requesting Holders, provided they collectively qualify as Demanding Holders pursuant to clauses (x) or (y) of Section 2.4 and the Takedown Threshold would still be satisfied, may elect to continue with the Underwritten Offering and such continued Takedown Demand shall count as a Takedown Demand of the continuing Demanding Holders for purposes of subsection 2.4.3 and not of the withdrawing Demanding Holders.

2.7.3 If following a request under subsection 2.7.1 an Underwritten Takedown is withdrawn and not continued pursuant to subsection 2.7.2, then the withdrawn Takedown Demand shall count as an Underwritten Takedown for purposes of subsection 2.4.3 (unless one or more of the Demanding Holders reimburse the Company for all Registration Expenses with respect to such Underwritten Takedown, in which case it shall not count as an Underwritten Takedown).

2.8 Piggyback Registration.

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2.8.1 Piggyback Rights. Subject to subsection 2.9.3, if the Company or any shareholder of the Company proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company, including an Underwritten Takedown pursuant to Section 2.4), other than a Registration Statement (a) filed in connection with any employee share option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, (e) for a rights offering or (f) in which the only Company Ordinary Shares being registered are Company Ordinary Shares issuable in respect of the EBs (as defined below), then the Company shall give written notice of such proposed filing or offering to all of the Holders of Registrable Securities as soon as practicable but not less than five (5) days before the anticipated filing date of such Registration Statement, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable preliminary “red herring” Prospectus or prospectus supplement used for marketing such offering, which notice shall (x) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (y) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within three (3) days after receipt of such written notice (such Registration a “Piggyback Registration”). Subject to subsection 2.8.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.8.1 to be included in such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) duly selected for such Underwritten Offering.

2.8.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Company Ordinary Shares or other equity securities that the Company desires to sell, taken together with (x) the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (y) the Registrable Securities as to which registration has been requested pursuant to Section 2.8 hereof, and (z) the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration or registered offering:

(i) first, the Company Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;

(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.8.1 that can be sold without exceeding the Maximum Number of Securities (to be allocated Pro Rata among such Holders if the Registrable Securities desired to be sold by such Holders in the aggregate, when combined with those desired to be sold by the Company, would exceed the Maximum Number of Securities); and

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(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Company Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

(b) If the Registration or registered offering is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration or registered offering:

(i) first, the Company Ordinary Shares or other equity securities, if any, of such demanding persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities;

(ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Company Ordinary Shares or other equity securities that the Company desires to sell, Pro Rata, which can be sold without exceeding the Maximum Number of Securities;

(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.8.1, which can be sold without exceeding the Maximum Number of Securities; and

(iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Company Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

(c) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.4, then the Company shall include in any such Registration or registered offering securities pursuant to Section 2.5.

2.8.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or in the case of a Shelf Registration, prior to the filing of the applicable preliminary or “red herring” Prospectus used for marketing of the relevant offering or takedown thereunder. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (excluding a Piggyback Registration by Holder(s) in connection with an Underwritten Takedown under Sections 2.1 to 2.6) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.8.3.

2.8.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.8 shall not be counted as an Underwritten Takedown for purposes of subsection 2.4.3, and there shall be no limit on the number of Piggyback Registrations.

2.9 Block Trades; Other Coordinated Offerings.

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2.9.1 Notwithstanding the foregoing (but subject to Section 3.4), at any time and from time to time when an effective Shelf is on file with the Commission, if a Demanding Holder or the Sponsor wishes to engage in an underwritten or other coordinated registered offering not involving a “roadshow,” including (i) an offer commonly known as a “block trade” (a “Block Trade”) and (ii) an “at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), with a total offering price reasonably expected to exceed, in the aggregate, either (x) US$ 25,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor, all remaining Registrable Securities held by such Holder, then such Holder shall notify the Company and any Significant Holders and the Sponsor of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible use reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade or the Other Coordinated Offering and any related due diligence and comfort procedures, in accordance with subsections 3.1.11 and 3.1.12.

2.9.2 Prior to the filing of the applicable “red herring” Prospectus or prospectus supplement used in connection with a Block Trade or an Other Coordinated Offering, a majority-in-interest of the Holders initiating such Block Trade or Other Coordinated Offering shall have the right to withdraw upon written notification to the Company and the Underwriter or Underwriters (if any) or placement agents or sales agents (if any). Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or an Other Coordinated Offering prior to its withdrawal under this Section 2.9.2. A Block Trade or Other Coordinated Offering withdrawn pursuant to this Section 2.9.2 shall nonetheless be counted as a demand for purposes of Section 2.9.5.

2.9.3 Only Significant Holders or the Sponsor may exercise Piggyback Registration rights in connection with a Block Trade; with respect to any other Holders from time to time, Section 2.8 hereof shall not apply to a Block Trade initiated by a Holder pursuant to this Agreement. Notwithstanding the time periods provided for in Section 2.8, in a Significant Holder’s or the Sponsor’s exercise of Piggyback Registration rights in connection with a Block Trade, the Company and the initiating Holder(s) shall not be obligated to include such Significant Holder’s or the Sponsor’s Registrable Securities in such Block Trade unless requested to do so in writing within the Business Day immediately following the date on which notice of the Block Trade is given pursuant to subsection 2.9.1.

2.9.4 The initiating Holder(s) in a Block Trade shall have the right to select the Underwriters for such Block Trade (which shall consist of one or more reputable nationally recognized investment banks).

2.9.5 Holders in the aggregate may demand no more than one (1) Block Trade or Other Coordinated Offering pursuant to this Section 2.9 in any three (3) month period, and no more than four (4) Block Trades or other Coordinated Offerings pursuant to this Section 2.9 within the first twelve (12) months following the Closing. For the avoidance of doubt, any Block Trade pursuant to this Section 2.9 shall not be counted as an Underwritten Takedown for purposes of subsection 2.4.3.

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2.10 Market Stand-Off Agreement. The Company and each Holder given an opportunity to participate in an Underwritten Offering of equity securities of the Company (other than a Block Trade) pursuant to the terms of this Agreement agrees that it shall not Transfer any Company Ordinary Shares or other equity securities of the Company (other than those included in such offering pursuant to this Agreement, and excepting any Transfers between or among Significant Holders or any Transfers between or among the Sponsor Parties), without the prior written consent of the managing Underwriters, during the 90-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering. The Company and each Holder agrees to execute a customary lock-up agreement in favor of the relevant Underwriters to such effect (in the case of a Holder, in each case on substantially the same terms and conditions as all such Holders). If any Holder or any director or executive officer of such Holder participating in such Underwritten Offering enters into an agreement relating to the subject matter set forth in this section on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver, amendment, or written consent of the Company Board), then the less restrictive or relaxed terms and conditions shall apply to each other Holder.

ARTICLE 3

COMPANY PROCEDURES

3.1 General Procedures. In connection with any Shelf and/or Underwritten Takedown, the Company shall use reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use reasonable efforts to cause such Registration Statement to become effective and remain effective until such time as there are no longer any Registrable Securities;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered on such Registration Statement, or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, (a) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (b) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

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3.1.5 cause all such Registrable Securities to be listed on the national securities exchange on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly, and in no event later than one Business Day, after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly take all actions reasonably required to prevent the entry of any stop order or to obtain its withdrawal if such stop order should be entered;

3.1.8 at least five (5) Business Days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein), and providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus or any amendments or supplements thereof, and thereafter, take reasonable account of comments of counsel to such seller;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to promptly correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense (other than with respect to Registration Expenses), in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representative, or Underwriters enter into a confidentiality agreement, in customary form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent registered public accountants and the Company’s counsel) in customary form and covering such matters of the type customarily covered by “cold comfort” letters for a transaction of its type as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 in the event of an Underwritten Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain (a) an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the participating Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the participating Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions, and reasonably satisfactory to a majority-in-interest of the participating Holders, and (b) a negative assurance (“10b-5”) letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such 10b-5 letter is being given as the placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such 10b-5 letters;

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3.1.13 in the event of any Underwritten Offering, Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, enter into and perform its obligations under an underwriting agreement, a sales agreement or a placement agreement, in usual and customary form, with the managing Underwriter, sales agent or placement agent of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then in effect);

3.1.15 with respect to an Underwritten Offering pursuant to Section 2.4, use reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in such Underwritten Offering;

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, consistent with the terms of this Agreement, in connection with such Registration; and

3.1.17 upon request of a Holder, the Company shall (a) authorize the Company’s transfer agent to remove any legend on share certificates of such Holder’s Company Ordinary Shares restricting further transfer (or any similar restriction in book entry positions of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on a Registration Statement, (b) request the Company’s transfer agent to issue in lieu thereof Company Ordinary Shares without such restrictions to the Holder upon, as applicable, surrender of any stock certificates evidencing such Company Ordinary Shares, or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (c) use reasonable efforts to cooperate with such Holder to have such Holder’s Company Ordinary Shares transferred into a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary documentation, including any documentation required by such restrictive legend or book-entry notation.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that each Holder shall bear any Underwriters’ commissions and any related transfer taxes attributable to the sale of such Holder’s Registrable Securities in connection with any Underwritten Takedown and that the selling Holders shall bear the fees and disbursements of legal counsel to the selling Holders.

3.3 Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be required by the Company, or the managing Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to Article 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide such information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of reputable external counsel, that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person:

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3.3.1 agrees to sell such person’s securities on the basis provided in any customary underwriting arrangements approved by the Company (after having considered and taken reasonable account of comments of a single U.S. counsel for the Holders which are selling in the Underwritten Offering); and

3.3.2 completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration of the other Registrable Securities to be included in such Registration.

3.4 Suspension of Sales; Adverse Disclosure. Notwithstanding any provision of this Agreement to the contrary, upon written notice to the Holders, the Company shall have the right to defer any registration of Registrable Securities hereunder or suspend the disposition of Registrable Securities pursuant to an existing Registration Statement covering such Registrable Securities for such period as may be applicable, in each case if the Company determines, in the good faith judgment of the Board of Directors of the Company (as certified to the Holders in a certificate signed by the Chairman of the Board), that it would be materially detrimental to the Company and its shareholders for such registration of Registrable Securities to be effected or for a party to dispose of Registrable Securities pursuant to an existing Registration Statement at such time; provided, however, that the Company shall not have the right to exercise the right set forth in this Section 3.4 more than twice or for more than 60 consecutive days or more than a total of 120 days in any 12-month period hereunder.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval system shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Company Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE 4

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification by the Company. To the extent permitted by law, the Company agrees to indemnify and hold harmless each Holder of Registrable Securities, its officers, employees, directors, affiliates, partners, members, attorneys and agents, and each person, if any, who controls such Holder (within the meaning of the Securities Act) (each, a “Holder Indemnified Party”), from and against all losses, judgments, claims, damages, liabilities and expenses (including without limitation reasonable outside attorneys’ fees), whether joint or several, arising out of or that are based upon any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, or arising out of or that are based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, the Company shall promptly reimburse the Holder Indemnified Party for any reasonable expenses properly incurred by such Holder Indemnified Party in connection with investigating and defending any proceeding or action to which this Section 4.1 applies (including the reasonable fees and disbursements of legal counsel), loss, judgment, claim, damage, liability or action, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder Indemnified Party.

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4.2 Information Provided by Holders. To the extent permitted by law, each Holder shall indemnify and hold harmless the Company, its officers, employees, directors, affiliates, partners, members, attorneys and agents and each person, if any, who controls the Company (within the meaning of the Securities Act) from and against all losses, judgements, claims, damages, liabilities and expenses (including without limitation reasonable outside attorneys’ fees), whether joint or several, arising out of or that are based upon any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission was contained in information furnished in writing by such Holder to the Company expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint or joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.3 Indemnification Process.

4.3.1 Any person entitled to indemnification herein shall:

(a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party); and

(b) permit an indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.

4.3.2 If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or delayed).

4.3.3 The indemnified party shall have the right to employ separate counsel (but no more than one such separate counsel, which counsel is reasonably acceptable to the indemnifying party) to represent the indemnified party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the indemnified party against the indemnifying party, with the reasonably incurred fees and expenses of such counsel to be paid by such indemnifying party if the indemnified party and the indemnifying party are named as defendants and, based upon the written opinion of counsel of such indemnified party, representation of both the indemnified party and the indemnifying party by the same counsel would be inappropriate due to actual or potential differing interests between them.

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4.3.4 No indemnifying party shall, without the prior written consent of the indemnified party, consent to the entry of any judgment or enter into any settlement of any claim or pending or threatened proceeding in respect of which the indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party which (i) cannot be settled in all respects by the payment of money (and if any such money is required to be paid under such judgment or settlement it shall be so paid by the indemnifying party pursuant to the terms of such judgment or settlement), or (ii) settlement includes a statement or admission of fault or culpability on the part of an indemnified party or (iii) settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to each indemnified party of a release from all liability in respect to such claim or litigation.

4.3.5 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities.

4.4 Contribution. If the indemnification provided under Sections 4.1, 4.2, and 4.3 from the indemnifying party is judicially determined to be unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any indemnifying party and any indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or omitted to be made by, in the case of an omission), or relates to information supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that the liability of any Holder under this subsection 4.4 shall be limited to the amount of the net proceeds actually received by such Holder in such offering giving rise to such liability, and no Holder shall have any liability for contribution to the extent that such Holder would not have been liable for indemnification pursuant to this Agreement. The amount paid or payable by an indemnified party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1, 4.2 and 4.3 above, legal or other fees, charges or out-of-pocket expenses reasonably incurred by such indemnified party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.4 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.4. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.4 from any person who was not guilty of such fraudulent misrepresentation.

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ARTICLE 5

MISCELLANEOUS

5.1 Notices. All general notices, demands or other communications required or permitted to be given or made hereunder (“Notices”) shall be in writing and delivered personally or sent by courier or sent by electronic mail to the intended recipient thereof. Any such Notice shall be deemed to have been duly served (a) if given personally or sent by local courier, upon delivery during normal business hours at the location of delivery or, if later, then on the next Business Day after the day of delivery; (b) if sent by electronic mail during normal business hours at the location of delivery, immediately, or, if later, then on the next Business Day after the day of delivery; or (c) the third Business Day following the day sent by reputable international overnight courier (with written confirmation of receipt). Any notice or communication under this Agreement must be addressed, if to the Company, to the principal office of the Company and to the attention of the General Counsel or to such email address or address as subsequently modified by written notice given in accordance with this Section 5.1, with a copy to Latham & Watkins LLP, 9 Raffles Place, #42-02 Republic Plaza, Singapore 048619, to the attention of Sharon Lau, and if to any Holder, at such Holder’s address or contact information as set forth in Schedule 1 (as updated from time to time, including pursuant to Section 5.2.5) or to such Holder’s address as found in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1. Any Holder not desiring to receive Notices at any time and from time to time may so notify the other parties, who shall thereafter not make, give or deliver any Notice to such Holder until duly notified otherwise (or until the expiry of any period specified in such Holder’s notice).

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 No Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the terms and conditions of this Agreement. After the expiration of the lock-up period applicable to such Holder pursuant to any Lock-Up Agreement, the Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any person to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities following such transfer, and such person agrees to be bound by the terms and conditions of this Agreement.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in the form attached as an Exhibit hereto (an “Addendum Agreement”), to be bound by the terms and conditions of this Agreement. Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void. The execution of an Addendum Agreement by the parties thereto shall constitute a permitted amendment of this Agreement notwithstanding the provisions of Section 5.9. Upon a transfer or assignment made in accordance with this Section 5.2, Schedule 1 shall be deemed updated accordingly to reflect the removal of the assignor and addition of the assignee.

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5.3 Counterparts. This Agreement may be executed in multiple counterparts (including by electronic means), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.4 Governing Law; Venue. Each party expressly agrees that this Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York , without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the applicable of laws of another jurisdiction. Any claim or cause of action based upon, arising out of or related to this Agreement or the transactions contemplated hereby may be brought in federal and state courts located in the State of New York, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court, waives any obligation it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of any cause of action may be heard and determined only in any such court, and agrees not to bring any cause of action arising out of or relating to this Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any action brought pursuant to this Section 5.4. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.5 Remedies. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) such parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties hereto would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.5 shall not be required to provide any bond or other security in connection with any such injunction.

5.6 Severability. The invalidity or unenforceability of any specific provision of this Agreement shall not invalidate or render unenforceable any of its other provisions. Any provision of this Agreement held invalid or unenforceable shall be deemed reformed, if practicable, to the extent necessary to render it valid and enforceable and to the extent permitted by law and consistent with the intent of the parties to this Agreement.

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5.7 Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings among the parties with respect to the subject matter hereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

5.8 Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “or” is disjunctive but not exclusive; (b) words in the singular include the plural, and in the plural include the singular; (c) the words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified; (d) the term “including” is not limiting and means “including without limitation”; (e) whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms; (f) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications or supplements thereto; and (g) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation. The headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

5.9 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least fifty percent (50%) of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the prior written consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.10 Termination of Existing Registration Rights. The registration rights granted under this Agreement shall supersede any registration, qualification or similar rights of the Holders with respect to any shares or securities of BSAQ or the Company granted under any other agreement, and any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force and effect.

5.11 Other Registration Rights. Except for registration rights pursuant to (i) that certain Deed Poll dated April 29, 2022, relating to Vingroup Joint Stock Company Fixed Rate Exchangeable Bonds due 2027 (the “EBs”), and (ii) that certain Ordinary Shares Subscription Agreement dated June 30, 2023, between the Company and Gotion Inc., the Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person, and that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.12 Effectiveness of this Agreement.

5.12.1 This Agreement shall take effect as of and from the Closing; provided, that if the Business Combination Agreement is terminated prior to the Closing, this Agreement shall not become effective and shall be deemed void.

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5.12.2 With effect from the Closing, each party to this Agreement hereby irrevocably waives and agrees not to exercise or enforce any rights it may have in respect of the registration of Registrable Securities pursuant to any other agreement including, without limitation, any Subscription Agreement or the Prior SPAC Agreement.

5.13 Term. This Agreement shall terminate, with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. Notwithstanding the foregoing, the provisions of Section 3.2, Section 3.5 and ARTICLE 4 shall survive any termination.

5.14 Sponsor Parties Representative.

5.14.1 Each Sponsor Party hereby irrevocably appoints the Sponsor to act as the Sponsor Parties’ representative (the “Sponsor Parties Representative”) for all purposes under this Agreement. Any notice by any party to the Sponsor Parties Representative made in accordance with this Agreement shall be deemed to be a notice to all of the Sponsor Parties, and any notice of any Sponsor Party to the Company or any other party shall be valid only if given by the Sponsor Parties Representative. The Company and each other party shall be entitled to rely on a notice or instruction from the Sponsor Parties Representative on behalf of a Sponsor Party.

5.14.2 The Sponsor undertakes that, and the Sponsor Parties agree that, prior to the Sponsor (i) ceasing to hold any Registrable Securities or (ii) undertaking any liquidation, dissolution or winding up, the Sponsor shall designate the Sponsor Party holding the largest number of Registrable Securities at such time as the “Sponsor Parties Representative”, and the provisions of this sentence shall also apply subsequently, mutatis mutandis, if any such Sponsor Party ceases to hold Registrable Securities or undertakes any liquidation, dissolution or winding up.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

VINFAST AUTO LTD.
By:	/s/ Nguyen Thi Van Trinh
	Name: Nguyen Thi Van Trinh
	Title: Director

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

BLACK SPADE SPONSOR LLC
By:	/s/ Tse Chiu Yi Zoe
	Name: Tse Chiu Yi Zoe
	Title: Manager

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

VINGROUP JOINT STOCK COMPANY
By:	/s/ Nguyen Viet Quang
	Name: Nguyen Viet Quang
	Title: Chief Executive Officer

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

VIETNAM INVESTMENT GROUP JOINT STOCK COMPANY
By:	/s/ Phan Thanh Long
	Name: Phan Thanh Long
	Title: Chief Executive Officer

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

ASIAN STAR TRADING & INVESTMENTS PTE. LTD.
By:	/s/ Nguyen Thi Van Trinh
	Name: Nguyen Thi Van Trinh
	Title: Director

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

PO YI PATSY CHAN

/s/ Po Yi Patsy Chan

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

RUSSELL WILLIAM GALBUT

/s/ Russell William Galbut

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

SEK YAN HO

/s/ Sek Yan Ho

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

WING HONG SAMMY HSIEH

/s/ Wing Hong Sammy Hsieh

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

CHUNG YIK LEE

/s/ Chung Yik Lee

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

LUXI LI

/s/ Luxi Li

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

BETTY WEN SSU LIU

/s/ Betty Wen Ssu Liu

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

ROBERT STEVEN MOORE

/s/ Robert Steven Moore

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

FRANCIS CHI YIN NG

/s/ Francis Chi Yin Ng

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

SHING JOE KESTER NG

/s/ Shing Joe Kester Ng

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

CHI WAI DENNIS TAM

/s/ Chi Wai Dennis Tam

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

RICHARD KIRBY TAYLOR

/s/ Richard Kirby Taylor

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

YUEN WAI SAMUEL TSANG

/s/ Yuen Wai Samuel Tsang

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

CHIU YI ZOE TSE

/s/ Chiu Yi Zoe Tse

[Signature Page to Registration Rights Agreement]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

LUCKY LIFE LIMITED

/s/ Tam Chi Wai

Name: Tam Chi Wai

Title: Director

[Signature Page to Registration Rights Agreement]

SCHEDULE 1

HOLDERS

1. Vingroup Joint Stock Company, a company incorporated in Vietnam

Address: No. 7 Bang Lang 1 Street, Vinhomes Riverside Urban Area, Viet Hung Ward, Long Bien District, Hanoi City Vietnam

Email: v.quangnv@vingroup.net

2. Vietnam Investment Group Joint Stock Company, a company incorporated in Vietnam

Address: No. 7 Bang Lang 1 Street, Vinhomes Riverside Ecological Urban Area, Viet Hung Ward, Long Bien District, Hanoi City Vietnam

Email: v.longpt@vingroup.net

3. Asian Star Trading & Investments Pte. Ltd., a company incorporated in Singapore

Address: 120 Lower Delta Road #02-05 Cendex Centre Singapore (169208)

Email: n.t.v.trinh@gmail.com

4. Black Spade Sponsor LLC, a Cayman Islands limited liability company

Address: Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: dennis.tam@blackspadeacquisition.com

5. PO YI PATSY CHAN

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: patsychanpy@gmail.com

6. RUSSELL WILLIAM GALBUT

Address: 800 1st Street, Unit 1, Miami Beach, Florida, 33139, United States

Email: rwg@crescentheights.com

7. SEK YAN HO

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: margaret.ho@blackspadecapital.com

8. WING HONG SAMMY HSIEH

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: sammy.hsieh@gmail.com

9. CHUNG YIK LEE

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: brian.lee@blackspadecapital.com

10. LUXI LI

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: lucy.li@blackspadecapital.com

11. BETTY WEN SSU LIU

Address: 349 Wyoming Avenue, Millburn, New Jersey, 07041, United States

Email: bettywliu@gmail.com

[Exhibit to Registration Rights Agreement]

12. ROBERT STEVEN MOORE

Address: W Residences, 6250 Hollywood Boulevard, Unit 11 i, Los Angeles, CA, 90028, United States

Email: rsmoore705@gmail.com

13. FRANCIS CHI YIN NG

Address: 29D, The Manhattan, 33 Tai Tam Road, Tai Tam, Hong Kong

Email: francis.ng@blackspadeacquisition.com

14. SHING JOE KESTER NG

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: kester.ng@blackspadeacquisition.com

15. CHI WAI DENNIS TAM

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: dennis.tam@blackspadeacquisition.com

16. RICHARD KIRBY TAYLOR

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: richard.taylor@blackspadeacquisition.com

17. YUEN WAI SAMUEL TSANG

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: samuel.tsang@blackspadecapital.com

18. CHIU YI ZOE TSE

Address: C/O Suite 2902, 29/F, The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: zoe.tse@blackspadecapital.com

19. LUCKY LIFE LIMITED

Address: Suite 2902, 29/F The Centrium, 60 Wyndham Street, Central, Hong Kong

Email: dennis.tam@blackspadecapital.com

[Exhibit to Registration Rights Agreement]

EXHIBIT

Addendum Agreement

This Addendum Agreement (“Addendum Agreement”) is executed on                     , 20    , by the undersigned (the “New Holder”) pursuant to the terms of that certain Registration Rights Agreement dated as of [            ], 2023 (the “Agreement”), by and among VinFast Auto Ltd., a public limited company incorporated in Singapore, having its registered office at 61 Robinson Road, #06-01, 61 Robinson, Singapore 068893 (the “Company”) and each of the Persons listed on Schedule 1 thereto, (each a “Holder”). Capitalized terms used but not defined in this Addendum Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Addendum Agreement, the New Holder agrees as follows:

1.     Acknowledgment. New Holder acknowledges that New Holder is acquiring certain Registrable Securities (as defined in the Agreement) as a transferee of such Registrable Securities from a party in such party’s capacity as a holder of Registrable Securities under the Agreement, and after such transfer, New Holder shall be considered a “Holder” and a holder of Registrable Securities for all purposes under the Agreement.

2.     Agreement. New Holder hereby (a) agrees that the Registrable Securities shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if the New Holder were originally a party thereto.

3.     Notice. Any notice required or permitted by the Agreement shall be given to New Holder at the address or email address listed below New Holder’s signature below.

NEW HOLDER:	ACCEPTED AND AGREED:
Print Name:	VinFast Auto Ltd.
By:	By:

[Exhibit to Registration Rights Agreement]

EX-4.7

Exhibit 4.7

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”), dated as of August 11, 2023, is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a Singapore public company limited by shares (the “Company”), Black Spade Acquisition Co, a Cayman Islands exempted company (“BSAQ”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated as of July 15, 2021, by and between BSAQ and the Warrant Agent, a copy of which is attached hereto as Annex A. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.

WHEREAS, as of the date hereof and pursuant to the Existing Warrant Agreement, BSAQ issued (a) 8,449,989 Public Warrants, and (b) 6,380,000 Private Placement Warrants to Sponsor;

WHEREAS, all of the Warrants are governed by the Existing Warrant Agreements;

WHEREAS, the Company, Nuevo Tech Limited, a Cayman Islands exempted company with limited liability and a wholly-owned direct subsidiary of the Company (“Merger Sub”), and BSAQ entered into the Business Combination Agreement on May 12, 2023, (as amended by the First Amendment to Business Combination Agreement, dated as of June 14, 2023, the “Business Combination Agreement”), pursuant to which, among other things, Merger Sub will merge with and into BSAQ (the “Merger”), with BSAQ surviving the Merger as a wholly-owned subsidiary of the Company;

WHEREAS, the consummation of the transactions contemplated by the Business Combination Agreement, including the Merger, will constitute a Business Combination as defined in the Existing Warrant Agreement;

WHEREAS, upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement and Section 3.06 of the Business Combination Agreement, the Warrants will no longer be exercisable for Class A ordinary shares of BSAQ, par value $0.0001 per share, but instead exchanged for a warrant to subscribe for one Company ordinary share (“Company Warrant”) and the Company Warrants will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement, as amended hereby) for ordinary shares in the capital of the Company (the “Company ordinary shares”);

WHEREAS, in connection with the transactions contemplated by the Business Combination Agreement, BSAQ desires to assign to the Company, and the Company desires to assume, all of BSAQ’s rights, interests and obligations under the Existing Warrant Agreement;

WHEREAS, Section 9.8(ii) of the Existing Warrant Agreement provides that all parties to the Existing Warrant Agreement may amend the Existing Warrant Agreement without the consent of any Registered Holder to provide for the delivery of an Alternative Issuance (as defined in the Existing Warrant Agreement) pursuant to Section 4.4 of the Existing Warrant Agreement; and

WHEREAS, as a result of this Agreement, each Warrant will be exchanged for a warrant for one Company ordinary share pursuant to the terms and conditions of the Existing Warrant Agreement (as amended by this Agreement).

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the receipt and sufficiency of which is hereby acknowledged and intending to be legally bound, the parties hereto agree as follows:

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1. Assignment and Assumption; Consent.

1.1. Assignment and Assumption. As of and with effect on and from the effective time of the Merger (the “Merger Effective Time”), BSAQ hereby assigns to the Company all of BSAQ’s right, title and interest in and to the Existing Warrant Agreement; and the Company hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of BSAQ’s liabilities and obligations under the Existing Warrant Agreement arising on, from and after the Merger Effective Time. As a result of the preceding sentence, each Warrant outstanding immediately prior to the Merger Effective Time, which was exercisable for one Class A ordinary shares of BSAQ, will be exchanged for a warrant for one Company ordinary share pursuant to the terms and conditions of the Existing Warrant Agreement (as amended by this Agreement).

1.2. Consent. The Warrant Agent hereby consents to (a) the assignment of the Existing Warrant Agreement by BSAQ to the Company and the assumption of the Existing Warrant Agreement by the Company from BSAQ, in each case pursuant to Section 1.1, and (b) the continuation of the Existing Warrant Agreement (as amended by this Agreement), in full force and effect from and after the Merger Effective Time.

2. Amendment of Existing Warrant Agreement. Effective as of the Merger Effective Time, the Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 (a) are necessary and desirable and do not adversely affect the rights of the Registered Holders under the Existing Warrant Agreement and (b) are to provide for the Alternative Issuance pursuant to Section 4.4 of the Existing Warrant Agreement (in connection with the Merger and the other transactions contemplated by the Business Combination Agreement).

2.1. References Change.

2.1.1. “Agreement” or “Warrant Agreement”. Each reference to “this Agreement,” “Warrant Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Existing Warrant Agreement (including all exhibits thereto) shall, from and after the effectiveness of this Agreement, refer to the Existing Warrant Agreement as amended by this Agreement. Notwithstanding the foregoing, references to the date of the Existing Warrant Agreement and references in the Existing Warrant Agreement to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to July 15, 2021.

2.1.2. “Business Combination”. All references to “Business Combination” in the Existing Warrant Agreement (including all exhibits thereto) shall be references to the transactions contemplated by the Business Combination Agreement, and references to “the completion of the Business Combination” and all variations thereof in the Existing Warrant Agreement (including all exhibits thereto) shall be references to the Closing (as defined in the Business Combination Agreement).

2.1.3. “Company”. All references to the “Company” in the Existing Warrant Agreement (including all exhibits thereto) shall be references to (a) prior to the Merger Effective Time, BSAQ, and (b) from and after the Merger Effective Time, the Company.

2.2. Other Amendments.

2.2.1. Company ordinary shares. All references to “Class A ordinary shares” in the Existing Warrant Agreement (including all exhibits thereto) are hereby deleted and replaced with “ordinary shares” and all such references shall be references to (a) prior to the Merger Effective Time, Class A ordinary shares of BSAQ, par value $0.0001 per share, and (b) from and after the Merger Effective Time, ordinary shares of the Company.

2.2.2. Physical Certificates. The reference to “Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary or other principal officer of the Company.” in subsection 2.3.1 of the Existing Warrant Agreement is hereby deleted and replaced with “Physical certificates shall be signed by, or bear the facsimile signatures of, a Director and a second Director or the Secretary of the Company.”.

2

2.2.3. Constitution. The reference to “amended and restated memorandum and articles of association (as amended from time to time, the “Articles”)” in Section 3.2 of the existing Warrant Agreement is hereby deleted and replaced with “constitution (as amended from time to time, the “Constitution”)”, and all references to “Articles” in the existing Warrant Agreement is hereby deleted and replaced with “Constitution”.

2.2.4. SEC Filings. All references to “annual report on Form 10-K” and “current report on Form 8-K” in subsection 3.3.5 of the Existing Warrant Agreement are hereby deleted and replaced with “annual report on Form 20-F” and “current report on Form 6-K”, respectively. The reference to “quarterly report on Form 10-Q” in subsection 3.3.5 of the Existing Warrant Agreement is hereby deleted. The reference to “Current Report on Form 8-K” in Section 4.4 of the Existing Warrant Agreement is hereby deleted and replaced with “current report on Form 6-K”.

2.2.5. Valid Issuance. The reference to “All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Articles shall be validly issued, fully paid and non-assessable” in subsection 3.3.3 of the Existing Warrant Agreement is hereby deleted and replaced with “All ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Constitution shall be properly and validly issued and allotted and are fully paid or credited as fully paid”.

2.2.6. Share Splits. All references to “split-up” in subsection 4.1.1 of the Existing Warrant Agreement are hereby deleted and replaced with “share split”.

2.2.7. Rights Issue. All references to “rights offering” in subsection 4.1.1 of the Existing Warrant Agreement are hereby deleted and replaced with “rights issue”.

2.2.8. Aggregation of Shares. All references to “reverse share split” in Section 4.2 of the Existing Warrant Agreement are hereby deleted.

2.2.9. Par Value. The references to “or that solely affects the par value of such Class A ordinary shares)” and “In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.” in Section 4.4 of the Existing Warrant Agreement are hereby deleted.

2.2.10. No Adjustment. Section 4.9 of the Existing Warrant Agreement is hereby deleted.

2.2.11. Reservation of Class A Ordinary Shares. Section 7.3 of the Existing Warrant Agreement is hereby deleted.

2.2.12. Exclusions. The reference to “nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares shall, when issued, be valid and fully paid and non-assessable” in subsection 8.4.3 is hereby deleted and replaced with “nor shall it by any act hereunder be deemed to make any representation or warranty as to the allotment and issuance of any ordinary shares pursuant to this Agreement or any Warrant or as to whether any ordinary shares shall, when issued, be properly and validly issued and allotted and is fully paid or credited as fully paid”.

2.2.13. Correction of Typographical Errors.

(a) Section 6.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

3

“Redemption of Warrants When the Price per Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price (as defined below) of $0.01 per Warrant, provided that the Reference Value (as defined below) has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and provided that there is an effective registration statement covering the Company ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below).”

(b) Section 6.3 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1 or Section 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, (i) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (ii) “Reference Value” shall mean the last reported sales price of the Company ordinary shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.”

2.2.14. Company’s Officers. The reference to “the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary or Chairman of the Board of the Company” in subsection 8.4.1 of the Existing Warrant Agreement is hereby deleted and replaced with “the Chairman of the Board or Chief Executive Officer”.

2.2.15. Notices. Section 9.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

VinFast Auto Ltd.

61 Robinson Road, #06-01, 61 Robinson Road, Singapore 068893

Attention:     The Chief Executive Officer;

                       David Thomas Mansfield

Email:         ceo@vinfastauto.com, ir@vinfastauto.com, vf.singapore.cfo@vinfastauto.com

With a copy to:

Latham & Watkins LLP

9 Raffles Place, #42-02 Republic Plaza, Singapore 048619

Attention: Sharon Lau

                  Stacey Wong

Email: Sharon.Lau@lw.com

            Stacey.Wong@lw.com

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

4

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department”

2.2.16. Exhibit B. Exhibit B (Form of Warrant Certificate) annexed to the Existing Warrant Agreement is hereby deleted and replaced with Exhibit A (Form of Warrant Certificate) annexed to this Agreement.

3. Miscellaneous Provisions.

3.1. Effectiveness of the Agreement. Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger and the immediate subsequent occurrence of the Closing (as defined in the Business Combination Agreement) and shall automatically be terminated and shall be null and void if the Business Combination Agreement shall be terminated for any reason.

3.2. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company, BSAQ or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

3.3. Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.4. Appointment of Agent for Service of Process. The Company will at all times have an authorized agent in the City of New York to receive on its behalf service of any and all process, notices or other documents that may be served in any suit, action or proceeding arising out of or relating to the Warrants, the Existing Warrant Agreement or this Agreement. Service of process upon such agent shall to the fullest extent permitted by applicable law be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding. The Company hereby appoints Cogency Global Inc. as its agent for such purpose, and covenants and agrees that all service of process in any suit, action or proceeding may be made upon it at the office of such agent at 122 East 42^nd Street, 18th Floor, New York, NY 10168. Notwithstanding the foregoing, the Company may, with prior written notice to the Warrant Agent, terminate the appointment of Cogency Global Inc. and appoint another agent for the above purposes so that the Company shall at all times have an agent for the above purposes in the City of New York. The Company hereby agrees to take any and all action as may be necessary to maintain the designation and appointment of such agent in full force and effect until the sixth anniversary of the later of (a) the date on which the last outstanding Warrant is exercised and (b) the last occurring Expiration Date.

3.5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5

3.6. Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.7. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

[Signature Pages Follow]

6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

VINFAST AUTO LTD
By:	/s/ Nguyen Thi Van Trinh
	Name: Nguyen Thi Van Trinh
	Title: Director

[Signature Page to Assignment, Assumption and Amendment Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BLACK SPADE ACQUISITION CO
By:	/s/ Chi Wai Dennis Tam
	Name: Chi Wai Dennis Tam
	Title: Chairman and Co-Chief Executive Officer

[Signature Page to Assignment, Assumption and Amendment Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:	/s/ Henry Farrell
	Name: Henry Farrell
	Title: Vice President

[Signature Page to Assignment, Assumption and Amendment Agreement]

EXHIBIT A

[Form of Warrant Certificate]

[FACE]

Number

WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

VINFAST AUTO LTD.

(Company Registration No. 201501874G)

Incorporated Under the Laws of Singapore

CUSIP Y9390M 111

Warrant Certificate

This Warrant Certificate certifies that,                or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase ordinary shares in the capital of the Company (“Company ordinary shares”), of VinFast Auto Ltd. (Company Registration No. 201501874G), a public company limited by shares incorporated under the laws of Singapore (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to subscribe for and receive from the Company that number of fully paid Company ordinary shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid Company ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to subscribe for and receive a fractional interest in a Company ordinary share, the Company will, upon exercise, round down to the nearest whole number the number of Company ordinary shares to be issued to the Warrant holder. The number of Company ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

The initial Exercise Price per one Company ordinary share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

EXECUTED AND DELIVERED AS A DEED FOR AND ON BEHALF OF VINFAST AUTO LTD.
By:
	Name:
	Title:
IN THE PRESENCE OF:
	Name:
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
By:
	Name:
	Title:
IN THE PRESENCE OF:
	Name:

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to subscribe for and receive Company ordinary shares and are issued or to be issued pursuant to the warrant agreement by and between Black Spade Acquisition Co (“BSAQ”) and the Warrant Agent (as defined below), dated July 15, 2021, as amended by the Assignment, Assumption and Amendment Agreement, dated as of August 11, 2023 (the “Warrant Agreement”), duly executed by and among the Company, BSAQ and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Company ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Company ordinary shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Company ordinary shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to subscribe for and receive a fractional interest in a Company ordinary share, the Company shall, upon exercise, round down to the nearest whole number of Company ordinary shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to subscribe for and receive Company ordinary shares and herewith tenders payment for such Company ordinary shares to the order of VinFast Auto Ltd. (Company Registration No. 201501874G) (the “Company”) in the amount of $[        ] in accordance with the terms hereof. [The undersigned requests that a certificate for such Company ordinary shares be issued and registered in the name of [        ], whose address is [        ] and that such Company ordinary shares be delivered to [        ] whose address is [        ]. If said number of Company ordinary shares is less than all of the Company ordinary shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Company ordinary shares be issued and registered in the name of [        ], whose address is [        ] and that such Warrant Certificate be delivered to [        ], whose address is [        ].

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to the Warrant Agreement, the number of Company ordinary shares that this Warrant is exercisable for shall be determined in accordance with the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Company ordinary shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to subscribe for and receive Company ordinary shares. If said number of shares is less than all of the Company ordinary shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Company ordinary shares be issued and registered in the name of [        ], whose address is [        ] and that such Warrant Certificate be delivered to [        ], whose address is [        ].

[Signature Page Follows]

Date:                 , 20    

(Signature)

(Name)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

ANNEX A

EXISTING WARRANT AGREEMENT

WARRANT AGREEMENT

between

BLACK SPADE ACQUISITION CO

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 15, 2021, is by and between Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).

WHEREAS, on July 15, 2021 the Company entered into that certain Sponsor Warrants Purchase Agreement with Black Spade Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 6,000,000 warrants (or up to 6,450,000 warrants if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and any closing of the Over-allotment Option, if applicable) bearing the legend set forth in Exhibit A hereto (together with any Working Capital Warrants (as defined below), the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Class A ordinary share (as defined below) at a price of $11.5 per share, subject to adjustment, terms and limitations as described herein;

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 2,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant (the “Working Capital Warrant”);

WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities (the “Units”), each such Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A ordinary shares”), and one-half of one redeemable warrant (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”), and, in connection therewith, has determined to issue and deliver up to 8,625,000 Public Warrants (including up to 1,125,000 Public Warrants subject to the Over-allotment Option) to public investors in the Offering. Each whole Public Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-257517 and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the Public Warrants and the Class A ordinary shares included in the Units;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

2. Warrants.

2.1. Form of Warrant. Each Warrant shall initially be issued in registered form only. All of the Public Warrants shall initially be represented by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”).

2.2. Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, such Warrant certificate shall be invalid and of no effect and may not be exercised by the holder thereof.

2.3. Registration.

2.3.1. Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (such institution, with respect to a Warrant in its account, a “Participant”).

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If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in the form annexed hereto as Exhibit B.

Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.

2.3.2. Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.

2.4. Detachability of Warrants. The Class A ordinary shares and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Citigroup Global Markets Inc., but in no event shall the Class A ordinary shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission a current report on Form 8-K announcing when such separate trading shall begin.

2.5. No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one Class A ordinary share and one-half of one whole Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

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2.6. Private Placement Warrants.

2.6.1. Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below): (i) the Private Placement Warrants may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) the Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) the Private Placement Warrants shall not be redeemable by the Company and (iv) the Private Placement Warrants will be entitled to registration rights; provided, however, that in the case of (ii), the Private Placement Warrants and any Class A ordinary shares held by the Sponsor or any of its Permitted Transferees and issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or any affiliates of the Sponsor;

(b) in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization;

(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities were originally purchased;

(f) in the case of a transfer by the Sponsor, by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement, as amended from time to time, upon dissolution of the Sponsor;

(g) in the event of the Company’s liquidation prior to the Company’s completion of an initial Business Combination; and

(h) in the event of the Company’s completion of a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and other Insiders (as defined therein).

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3. Terms and Exercise of Warrants.

3.1. Warrant Price. Each whole Warrant (if in certificated form, when countersigned by the Warrant Agent), shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Class A ordinary shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) at which Class A ordinary shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.

3.2. Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and terminating on the earliest to occur of: (x) 5:00 P.M., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association (as amended from time to time, the “Articles”), if the Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants then held by the Sponsor or any of its Permitted Transferees, 5:00 P.M., New York City time, on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor or any of its Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 6.1 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant (other than a Private Placement Warrant held by the Sponsor or any of its Permitted Transferees in the event of a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 6.1 hereof), Section 6.2 hereof) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date. The term “outstanding” as used in this Agreement with respect to any securities shall mean securities

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that are issued and outstanding. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.

3.3. Exercise of Warrants.

3.3.1. Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant (if in certificated form, when countersigned by the Warrant Agent) may be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York, with the subscription form, as set forth in the Warrant, duly executed (or, in the case of Warrants held through the Depositary in uncertificated or book-entry only form, through the applicable procedures of the Depositary), and by paying in full of the Warrant Price for each Class A ordinary share as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Class A ordinary shares and the issuance of such Class A ordinary shares, as follows:

(a) in lawful money of the United States, in good certified check or good bank draft or by wire transfer of immediately available funds to the Warrant Agent;

(b) [Reserved];

(c) with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or any of its Permitted Transferees, by surrendering the Warrants for that number of Class A ordinary shares equal to (i) in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(c)) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the volume weighted average price of the Class A ordinary shares for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;

(d) on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or

(e) on a cashless basis, as provided in Section 7.4 hereof.

3.3.2. Issuance of Class A Ordinary Shares on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full Class A ordinary shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned

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Warrant, as applicable, for the number of Class A ordinary shares as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue Class A ordinary shares upon exercise of a Warrant unless the Class A ordinary shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the Class A ordinary shares underlying such Unit. In no event will the Company be required to net cash settle any Warrant. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class A ordinary shares, the Company shall round down to the nearest whole number, the number of Class A ordinary shares to be issued to such holder.

3.3.3. Valid Issuance. All Class A ordinary shares issued upon the proper exercise of a Warrant in conformity with this Agreement and the Articles shall be validly issued, fully paid and non-assessable.

3.3.4. Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for Class A ordinary shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of such Class A ordinary shares on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such Class A ordinary shares at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.

3.3.5. Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with

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such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) (the “Maximum Percentage”) of the Class A ordinary shares outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of Class A ordinary shares beneficially owned by such person and its affiliates shall include the number of Class A ordinary shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Class A ordinary shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Class A ordinary shares, the holder may rely on the number of outstanding Class A ordinary shares as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (the “Transfer Agent”), setting forth the number of Class A ordinary shares outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Class A ordinary shares then outstanding. In any case, the number of outstanding Class A ordinary shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of outstanding Class A ordinary shares was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

4. Adjustments.

4.1. Share Dividends.

4.1.1. Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding Class A ordinary shares is increased by a capitalization or share dividend payable in Class A ordinary shares, or by a split-up of Class A ordinary shares or other similar event, then, on the effective date of such share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary

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shares), and (ii) one (1) minus the quotient of (x) the price per Class A ordinary shares paid in such rights offering divided by (y) the Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

4.1.2. Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A ordinary shares on account of such Class A ordinary shares (or other securities into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of Class A ordinary shares in connection with a shareholder vote to amend the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Class A ordinary shares included in the Units if the Company does not complete its initial Business Combination within the required time period or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial Business Combination activity or (e) in connection with the redemption of the Class A ordinary shares included in the Units upon the failure of the Company to complete its initial Business Combination (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid on each Class A ordinary shares in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividends or cash distributions which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Class A ordinary shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Class A ordinary shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share.

4.2. Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding Class A ordinary shares is decreased by a consolidation, combination, reverse share split or reclassification of Class A ordinary shares or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Class A ordinary shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding Class A ordinary shares.

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4.3. Adjustments in Exercise Price. Whenever the number of Class A ordinary shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of Class A ordinary shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of Class A ordinary shares so purchasable immediately thereafter. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board, and in the case of any such issuance to the Sponsor or its affiliates, without taking into account any founder shares (as defined in the Prospectus) held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for funding the initial Business Combination, and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and 18.00 per share redemption trigger prices described in Section 6.2 and Section 6.1 will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the Market Value and the Newly Issued Price.

4.4. Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Class A ordinary shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Class A ordinary shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the continuing entity and is not a subsidiary of another entity whose shareholders did not own all or substantially all of the Class A ordinary shares of the Company in substantially the same proportions immediately before such transaction and that does not result in any reclassification or reorganization of the outstanding Class A ordinary shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Class A ordinary shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Class A ordinary shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be

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the weighted average of the kind and amount received per share by the holders of the Class A ordinary shares in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Class A ordinary shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided for in the Articles or as a result of the repurchase of Class A ordinary shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding Class A ordinary shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the Class A ordinary shares in the applicable event is payable in the form of capital stock or shares in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each Class A ordinary shares shall be the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Class A ordinary shares consists exclusively of cash, the amount of such cash per Class A ordinary shares, and (ii) in all other cases, the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Class A

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ordinary shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of the Warrant.

4.5. Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class A ordinary shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of Class A ordinary shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

4.6. No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional Class A ordinary shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a Class A ordinary share, the Company shall, upon such exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to such holder.

4.7. Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of Class A ordinary shares as is stated in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

4.8. Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.

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4.9. No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Company’s Class B ordinary shares (the “Class B ordinary shares”) into Class A ordinary shares or the conversion of the Class B ordinary shares into Class A ordinary shares, in each case, pursuant to the Articles.

5. Transfer and Exchange of Warrants.

5.1. Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated warrants, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

5.2. Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate or a physical certificate, each Book-Entry Warrant Certificate and physical certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

5.3. Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant, except as part of the Units.

5.4. Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.

5.5. Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

5.6. Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

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6.    Redemption.

6.1.    Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price of $0.01 per Warrant (the “Redemption Price”), provided that the last sales price of the Class A ordinary shares reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given (“Reference Price”) and provided that there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below).

6.2.    Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of Class A ordinary shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Class A ordinary shares for the ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.

Redemption Date (period to expiration of warrants)	≤$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		$18.00
60 months		0.261		0.281		0.297		0.311		0.324		0.337		0.348		0.358		0.361
57 months		0.257		0.277		0.294		0.310		0.324		0.337		0.348		0.358		0.361
54 months		0.252		0.272		0.291		0.307		0.322		0.335		0.347		0.357		0.361
51 months		0.246		0.268		0.287		0.304		0.320		0.333		0.346		0.357		0.361

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Redemption Date (period to expiration of warrants)	≤$10.00		$11.00		$12.00		$13.00		$14.00		$15.00		$16.00		$17.00		$18.00
48 months		0.241		0.263		0.283		0.301		0.317		0.332		0.344		0.356		0.361
45 months		0.235		0.258		0.279		0.298		0.315		0.330		0.343		0.356		0.361
42 months		0.228		0.252		0.274		0.294		0.312		0.328		0.342		0.355		0.361
39 months		0.221		0.246		0.269		0.290		0.309		0.325		0.340		0.354		0.361
36 months		0.213		0.239		0.263		0.285		0.305		0.323		0.339		0.353		0.361
33 months		0.205		0.232		0.257		0.280		0.301		0.320		0.337		0.352		0.361
30 months		0.196		0.224		0.250		0.274		0.297		0.316		0.335		0.351		0.361
27 months		0.185		0.214		0.242		0.268		0.291		0.313		0.332		0.350		0.361
24 months		0.173		0.204		0.233		0.260		0.285		0.308		0.329		0.348		0.361
21 months		0.161		0.193		0.223		0.252		0.279		0.304		0.326		0.347		0.361
18 months		0.146		0.179		0.211		0.242		0.271		0.298		0.322		0.345		0.361
15 months		0.130		0.164		0.197		0.230		0.262		0.291		0.317		0.342		0.361
12 months		0.111		0.146		0.181		0.216		0.250		0.282		0.312		0.339		0.361
9 months		0.090		0.125		0.162		0.199		0.237		0.272		0.305		0.336		0.361
6 months		0.065		0.099		0.137		0.178		0.219		0.259		0.296		0.331		0.361
3 months		0.034		0.065		0.104		0.150		0.197		0.243		0.286		0.326		0.361
0 months		—		—		0.042		0.115		0.179		0.233		0.281		0.323		0.361

The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Class A ordinary shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. In the event of a Warrant Price adjustment pursuant to Section 4.3, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator of which is the Warrant Price immediately after such adjustment. In such an event, the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted pursuant to Section 4.4, the adjusted share prices set forth in the column headings of the table above shall be multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00. In no event will the number of shares issued in connection with a Make-Whole Exercise exceed 0.361 Class A ordinary shares per Warrant (subject to adjustment).

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6.3. Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants pursuant to Section 6.1 or Section 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Public Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.

6.4. Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

6.5. Exclusion of Private Placement Warrants. The Company agrees that (a) the redemption rights provided in Section 6.1 shall not apply to the Private Placement Warrants if at the time of the redemption such Private Placement Warrants continue to be held by the Sponsor or any of its Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 shall not apply to the Private Placement Warrants if at the time of redemption such Private Placement Warrants continue to be held by the Sponsor or any of its Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or Section 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8.

7. Other Provisions Relating to Rights of Holders of Warrants.

7.1. No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

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7.3. Reservation of Class A Ordinary Shares. The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

7.4. Registration of Class A Ordinary Shares; Cashless Exercise at Company’s Option.

7.4.1. Registration of the Class A Ordinary Shares. The Company agrees that as soon as practicable, but in no event later than thirty (30) Business Days after the closing of its initial Business Combination, it shall use its reasonable best efforts to file with the Commission a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants. The Company shall use its reasonable best efforts to cause the same to become effective within sixty (60) Business Days after the closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60^th Business Day following the closing of the Business Combination, holders of the applicable Warrants shall have the right, during the period beginning on the 61^st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the Class A ordinary shares issuable upon exercise of the applicable Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the exercise price of the Warrants by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the Class A ordinary shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

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7.4.2. Cashless Exercise at Company’s Option. If the Class A ordinary shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public Warrants on a “cashless basis,” it agrees to use its reasonable best efforts to register or qualify for sale the Class A ordinary shares issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence in those states in which the Public Warrants were initially offered by the Company of the exercising Public Warrant holder to the extent an exemption is not available.

8. Concerning the Warrant Agent and Other Matters.

8.1. Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Class A ordinary shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such Class A ordinary shares.

8.2. Resignation, Consolidation, or Merger of Warrant Agent.

8.2.1. Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

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8.2.2. Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Class A ordinary shares not later than the effective date of any such appointment.

8.2.3. Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act.

8.3. Fees and Expenses of Warrant Agent.

8.3.1. Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.

8.3.2. Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.

8.4. Liability of Warrant Agent.

8.4.1. Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.

8.4.2. Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith.

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8.4.3. Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Class A ordinary shares to be issued pursuant to this Agreement or any Warrant or as to whether any Class A ordinary shares shall, when issued, be valid and fully paid and non-assessable.

8.5. Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Class A ordinary shares through the exercise of the Warrants.

8.6. Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

9. Miscellaneous Provisions.

9.1. Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

9.2. Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

Black Spade Acquisition Co

Suite 2902, 29/F The Centrium,

60 Wyndham Street, Central, Hong Kong

Attention: Dennis Tam

With a copy to:

Davis Polk & Wardwell LLP

18th Floor, The Hong Kong Club Building

3A Chater Road, Central, Hong Kong

Attention: James C. Lin, Esq.

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Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, New York 10004

Attention: Compliance Department

9.3. Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Securities Act, the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

9.4. Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.

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9.5. Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.

9.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of this Agreement by one party to the other may be made by facsimile, electronic mail (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, and the parties hereto agree that any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

9.7. Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

9.8. Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, (ii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.4 and (iii) to make any amendments that are necessary in the good faith determination of the Company’s board of directors (taking into account then existing market precedents) to allow for the Warrants to be classified as equity in the Company’s financial statement; provided that this clause (iii) shall not allow any modification or amendment to this Agreement that would increase the Warrant Price or shorten the Exercise Period. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of 50% of the then outstanding Public Warrants and Private Placement Warrants; provided that, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants, 50% of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, or make any amendment necessary in the good faith determination of the Company’s board of directors (taking into account then existing market precedents) to allow for the Warrants to be classified as equity in the Company’s financial statements (provided that such amendment shall not increase the Warrant Price or shorten the Exercise Period), in each case, without the consent of the Registered Holders.

9.9. Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

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Exhibit A Legend

Exhibit B Form of Warrant Certificate

[Signature Page Follows]

37

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

BLACK SPADE ACQUISITION CO
By:	/s/ Chi Wai Dennis Tam
	Name:Chi Wai Dennis Tam
	Title:Director

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
By:	/s/ Ana Gois
	Name:Ana Gois
	Title: Vice President

[Signature Page—Warrant Agreement]

EXHIBIT A

LEGEND

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BLACK SPADE ACQUISITION CO (THE “COMPANY”), BLACK SPADE SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED HEREBY AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

NO.                WARRANT

EXHIBIT B

[Form of Warrant Certificate]

[FACE]

Number

WARRANTS

THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW

BLACK SPADE ACQUISITION CO

Incorporated Under the Laws of the Cayman Islands

CUSIP G11537 118

Warrant Certificate

This Warrant Certificate certifies that                , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Class A ordinary shares”), of Black Spade Acquisition Co, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable Class A ordinary shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Each whole Warrant is initially exercisable for one fully paid and non-assessable Class A ordinary share. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a Class A ordinary share, the Company will, upon exercise, round down to the nearest whole number the number of Class A ordinary shares to be issued to the Warrant holder. The number of Class A ordinary shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

The initial Exercise Price per one Class A ordinary share for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void.

Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

BLACK SPADE ACQUISITION CO
By:
	Name:
	Title:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
By:
	Name:
	Title:

[Form of Warrant Certificate]

[Reverse]

The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Class A ordinary shares and are issued or to be issued pursuant to a Warrant Agreement dated as of July 15, 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the issuance of the Class A ordinary shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Class A ordinary shares is current, except through “cashless exercise” as provided for in the Warrant Agreement.

The Warrant Agreement provides that upon the occurrence of certain events the number of Class A ordinary shares issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in a Class A ordinary share, the Company shall, upon exercise, round down to the nearest whole number of Class A ordinary shares to be issued to the holder of the Warrant.

Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

Election to Purchase

(To Be Executed Upon Exercise of Warrant)

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Class A ordinary shares and herewith tenders payment for such Class A ordinary shares to the order of Black Spade Acquisition Co (the “Company”) in the amount of $[        ] in accordance with the terms hereof. The undersigned requests that a certificate for such Class A ordinary shares be registered in the name of [        ], whose address is [        ] and that such Class A ordinary shares be delivered to [        ] whose address is [        ]. If said number of Class A ordinary shares is less than all of the Class A ordinary shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered in the name of [        ], whose address is [        ] and that such Warrant Certificate be delivered to [        ], whose address is [        ].

In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to the Warrant Agreement, the number of Class A ordinary shares that this Warrant is exercisable for shall be determined in accordance with the Warrant Agreement.

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Class A ordinary shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, rıepresented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Class A ordinary shares. If said number of shares is less than all of the Class A ordinary shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Class A ordinary shares be registered in the name of [        ], whose address is [        ] and that such Warrant Certificate be delivered to [        ], whose address is [        ].

[Signature Page Follows]

Date:                , 20

(Signature)

(Address)

(Tax Identification Number)

Signature Guaranteed:

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED)

EX-4.9

Exhibit 4.9

VINFAST AUTO LTD.

(Company Registration No. 201501874G)

INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI.

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

3.1    Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award.

3.2    Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.

ARTICLE IV.

SHARES AVAILABLE FOR AWARDS

4.1    Number of Shares. Subject to adjustment under Article VIII and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. Shares issued under the Plan may consist of newly issued Shares or treasury Shares.

4.2    Share Recycling. If all or any part of an Award expires, lapses or is terminated, converted into an award in respect of shares of another entity in connection with a spin-off or other similar events, exchanged or settled for cash, surrendered, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will again be available for Award grants under the Plan. Further, Shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.

4.3    Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 232,200,068 Shares may be issued pursuant to the exercise of Incentive Stock Options.

4.4    Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

ARTICLE V.

OPTIONS AND SHARE APPRECIATION RIGHTS

5.1    General. The Administrator may grant Options or Share Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Share Appreciation Right, the exercise price of each Option and Share Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Share Appreciation Right. A Share Appreciation Right will entitle the Participant (or other person entitled to exercise the Share Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Share Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Share Appreciation Right by the number of Shares with respect to which the Share Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2    Exercise Price. The Administrator will establish each Option’s and Share Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Share Appreciation Right.

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5.3    Duration. Each Option or Share Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that, unless otherwise determined by the Administrator, the term of an Option or Share Appreciation Right will not exceed ten years; provided further that, in no event will the maximum duration of an Option or Share Appreciation Right exceed the maximum duration permitted by Applicable Law. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Share Appreciation Right, commits an act of Cause (as determined by the Administrator), violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Share Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines.

5.4    Exercise. Options and Share Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Share Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Share Appreciation Right may not be exercised for a fraction of a Share. The Administrator may, in its discretion, limit exercise with respect to a minimum number of Shares.

5.5    Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

(a)    cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;

(b)    if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

(c)    to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their fair market value;

(d)    to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their fair market value on the exercise date;

(e)    to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

(f)    to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.

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ARTICLE VI.

RESTRICTED SHARES; RESTRICTED SHARE UNITS

6.1    General. The Administrator may grant Restricted Shares, or the right to purchase Restricted Shares, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award; provided that, the Administrator will obtain shareholder approval of any repurchase of shares by the Company to the extent necessary to comply with Applicable Laws. In addition, the Administrator may grant to Service Providers Restricted Share Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Share and Restricted Share Unit Award, subject to the conditions and limitations contained in the Plan.

6.2    Restricted Shares.

(a)    Dividends. Participants holding Restricted Shares will be entitled to all ordinary cash dividends paid with respect to such Shares to the extent such dividends and other distributions have a record date that is on or after the date on which such Participant becomes the record holder of such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Ordinary Shares of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the Restricted Shares with respect to which they were paid.

(b)    Share Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any share certificates issued in respect of Restricted Shares, together with a share assignment or transfer form endorsed in blank.

(c)    Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Shares as of the date of transfer of the Restricted Shares rather than as of the date or dates upon which such Participant would otherwise be taxable under Section 83(a) of the Code, such Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.

6.3    Restricted Share Units.

(a)    Settlement. The Administrator may provide that settlement of Restricted Share Units will occur upon or as soon as reasonably practicable after the Restricted Share Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A, to the extent applicable.

(b)    Shareholder Rights. A Participant will have no rights of a shareholder with respect to Shares subject to any Restricted Share Unit unless and until the Shares are delivered in settlement of the Restricted Share Unit.

(c)    Dividend Equivalents. If the Administrator provides, a grant of Restricted Share Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Share Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.

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ARTICLE VII.

OTHER SHARE OR CASH BASED AWARDS

Other Share or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Share or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Share or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Share or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

ARTICLE VIII.

ADJUSTMENTS FOR CHANGES IN ORDINARY SHARES

AND CERTAIN OTHER EVENTS

8.1    Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VIII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

8.2    Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Ordinary Shares, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Ordinary Shares or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Ordinary Shares or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a)    To provide for the cancellation of any such Award in exchange for either an amount of cash (except with respect to non-employee Directors) or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

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(b)    To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c)    To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

(d)    To make adjustments in the number and type of Ordinary Shares (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

(e)    To replace such Award with other rights or property selected by the Administrator; and/or

(f)    To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

8.3    Change in Control. Notwithstanding Section 8.2 above, if a Change in Control occurs and Awards are not continued, converted, assumed, or replaced with a comparable award (as determined by the Administrator) by (i) the Company or (ii) a successor entity or its parent or subsidiary (an “Assumption”), and provided that the Participant has not had a Termination of Service, then immediately prior to the Change in Control such Awards (other than any Award that is regularly scheduled to vest based on the attainment of performance-based vesting conditions) will become fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards will lapse, in which case, such Awards will be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration payable to other holders of Ordinary Shares, which may be on such terms and conditions as apply generally to holders of Ordinary Shares under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and determined by reference to the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. An Award will be considered replaced with a comparable award if the Award is exchanged for an amount of cash or other property with a value equal to the amount that could have been obtained upon the settlement of such Award in such Change in Control (as determined by the Administrator), even if such cash or other property payable with respect to the unvested portion of such Award remains subject to similar vesting provisions following such Change in Control. Notwithstanding the foregoing, the Administrator will have full and final authority to determine whether an Assumption of an Award has occurred in connection with a Change in Control.

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8.4    Administrative Stand Still. In the event of any pending share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other extraordinary transaction or change affecting the Shares or the share price of Ordinary Shares, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.

8.5    General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX.

GENERAL PROVISIONS APPLICABLE TO AWARDS

9.1    Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.

9.2    Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.

9.3    Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4    Termination of Status. The Administrator will determine how the disability, death, retirement, authorized leave of absence or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

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9.5    Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their fair market value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence. Each Participant is ultimately liable and responsible for all Tax-Related Items owed in connection with an Award, regardless of any action the Company or any Subsidiary takes with respect to any Tax-Related Items that arise in connection with an Award.

9.6    Amendment of Award; Repricing. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Section 10.6. Notwithstanding the foregoing or anything in the Plan to the contrary, the Administrator may, without the approval of the shareholders of the Company, amend or exchange any outstanding Options or Share Appreciation Rights to reduce the exercise price per share (a repricing) of such outstanding Options or Share Appreciation Rights or cancel outstanding Options or Share Appreciation Rights in exchange for cash, other Awards or Options or Share Appreciation Rights with an exercise price per share that is less than the exercise price per share of the original Options or Share Appreciation Rights.

9.7    Conditions on Delivery of Shares. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable Board or shareholder approvals, securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

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9.8    Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9    Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Shareholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.

ARTICLE X.

MISCELLANEOUS

10.1    No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

10.2    No Rights as Shareholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a shareholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or share plan administrator). The Company may place legends on share certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

10.3    Effective Date and Term of Plan. The Plan will become effective upon the consummation of the Initial Business Combination, subject to the approval of the Company’s shareholders, and will remain in effect until terminated by the Board, but Awards previously granted may extend beyond such termination in accordance with the Plan; provided that Incentive Stock Options may only be granted under the Plan until the tenth anniversary of the earlier of (i) the date the Board adopted the Plan or (ii) the date the Company’s shareholders approved the Plan. If the Plan is not approved by the Company’s shareholders, the Plan will not become effective and no Awards will be granted under the Plan.

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10.4    Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Administrator will obtain shareholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

10.5    Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are employed outside the United States or Singapore or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

10.6    Section 409A.

(a)    General. To the extent applicable, the Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b)    Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the termination of the Participant’s Service Provider relationship. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment” or like terms means a “separation from service.”

(c)    Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

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10.7    Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.

10.8    Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during the period beginning on the date of the filing of such registration statement with the Securities and Exchange Commission and ending up to 180 days after the date of the final prospectus relating to the offering, or such longer period as determined by the underwriter or the Company. Participants shall execute and deliver such other agreements as may be reasonably requested by the Company or the underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. The Company may impose stop-transfer instructions with respect to the Shares (or other securities) subject to the foregoing restriction until the end of such 180 day (or other) period.

10.9    Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel the Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

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10.10    Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

10.11    Contracts (Rights of Third Parties) Act. No person other than the Company or a Participant shall have any right to enforce any provision of the Plan or any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) by virtue of the Contracts (Rights of Third Parties) Act 2001 of Singapore.

10.12    Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

10.13    Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of Singapore, disregarding any choice-of-law principles requiring the application of a jurisdiction’s laws other than those of Singapore.

10.14    Restrictions on Shares; Claw-back Provisions. Shares acquired in respect of Awards shall be subject to such terms and conditions as the Administrator shall determine, including, without limitation, restrictions on the transferability of Shares, the right of the Company to repurchase Shares, the right of the Company to require that Shares be transferred in the event of certain transactions, tag-along rights, bring-along rights, redemption and co-sale rights and voting requirements. Such terms and conditions may be additional to those contained in the Plan and may, as determined by the Administrator, be contained in the applicable Award Agreement or in an exercise notice, shareholders’ agreement or in such other agreement as the Administrator shall determine, in each case in a form determined by the Administrator. The issuance of such Shares shall be conditioned on the Participant’s consent to such terms and conditions and the Participant’s entering into such agreement or agreements. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any claw-back policy adopted by the Company (or any Subsidiary) to comply with Applicable Laws (including, to the extent applicable, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, including by the applicable exchange) as set forth in such claw-back policy or the Award Agreement.

10.15    Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

10.16    Conformity to Securities Laws. The Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

10.17    Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

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10.18    Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

ARTICLE XI.

DEFINITIONS

As used in the Plan, the following words and phrases will have the following meanings:

11.1    “Administrator” means the Board, or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

11.2    “Applicable Laws” means the requirements relating to the administration of equity incentive plans under securities, tax and other applicable laws, rules and regulations of Singapore, the applicable rules of any stock exchange or quotation system on which the Ordinary Shares are listed or quoted and the applicable laws and rules of any other country or jurisdiction where Awards are granted or governed.

11.3    “Award” means, individually or collectively, a grant under the Plan of Options, Share Appreciation Rights, Restricted Shares, Restricted Share Units or Other Share or Cash Based Awards.

11.4    “Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

11.5    “Board” means the Board of Directors of the Company.

11.6    “Cause” has the meaning ascribed to such term, or term of similar effect, in any offer letter, employment, severance or similar agreement, including any Award Agreement, between the Participant and the Company or any Subsidiary; provided, that in the absence of an offer letter, employment, severance or similar agreement containing such definition, “Cause” means, with respect to a Participant, the occurrence of any of the following: (a) an act of dishonesty made by the Participant in connection with the Participant’s responsibilities as a Service Provider; (b) the Participant’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude, or a material violation of federal or state law by the Participant that the Administrator reasonably determines has had or will have a material detrimental effect on the Company’s or any Subsidiary’s reputation or business; (c) the Participant’s gross misconduct; (d) the Participant’s willful and material unauthorized use or disclosure of any proprietary information or trade secrets of the Company, any Subsidiary or any other party to whom the Participant owes an obligation of nondisclosure as a result of the Participant’s relationship with the Company or any Subsidiary; (e) the Participant’s willful breach of any material obligations under any written agreement, covenant, rule, procedure, policy or manual with or of the Company or any Subsidiary; or (f) the Participant’s continued substantial failure to perform the Participant’s duties as a Service Provider (other than as a result of the Participant’s physical or mental incapacity) after the Participant has received a written demand for performance (which may be delivered by electronic mail or other means) that sets forth the factual basis for the determination that the Participant has not substantially performed the Participant’s duties and has failed to cure such non-performance to the Administrator’s reasonable satisfaction within 10 days after receiving such notice. For purposes of this Section, no act or failure to act shall be considered willful unless it is done in bad faith and without reasonable intent that the act or failure to act was in the best interest of the Company or required by law. Any act, or failure to act, based upon authority or instructions given to the Participant pursuant to a direct instruction from the Company’s chief executive officer or based on the advice of counsel for the Company will be conclusively presumed to be done or omitted to be done by the Participant in good faith and in the best interest of the Company.

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11.7    “Change in Control” means and includes each of the following:

(a)    A transaction or series of transactions (other than an offering of Ordinary Shares to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)    The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(i)    which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction; and

(ii)    after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

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Notwithstanding the foregoing, (1) the following events shall not constitute a Change in Control: (x) the Initial Business Combination or the transactions occurring in connection therewith; (y) a reincorporation of the Company solely to change its jurisdiction; or (z) a transaction undertaken for the primary purpose of creating a holding company that will be owned in substantially the same proportion by the persons who held the Company’s securities immediately before such transaction; and (2) if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a) or (b) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

11.8    “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

11.9    “Committee” means one or more committees or subcommittees of the Board, which may include one or more members of the Board or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

11.10    “Company” means VinFast Auto Ltd., a Singapore public limited company, or any successor.

11.11     “Consultant” means any person, including any adviser, engaged by the Company or any parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.

11.12    “Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

11.13    “Director” means a member of the Board.

11.14    “Disability” means a permanent and total disability under Section 22(e)(3) of the Code, as amended.

11.15    “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

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11.16    “Employee” means any employee of the Company or its Subsidiaries.

11.17    “Equity Restructuring” means a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, share split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Ordinary Shares (or other Company securities) and causes a change in the per share value of the Ordinary Shares underlying outstanding Awards.

11.18    “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

11.19    “Fair Market Value” means, as of any date, the value of an Ordinary Share determined as follows: (i) if the Ordinary Shares are listed on any established stock exchange, the Fair Market Value will be the closing sales price for an Ordinary Share as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Ordinary Shares are not traded on a stock exchange but are quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) if the Ordinary Shares are not listed on any established stock exchange or quoted on a national market or other quotation system, the value established by the Administrator in its discretion.

11.20    “Greater Than 10% Shareholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of shares of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.

11.21    “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

11.22    “Initial Business Combination” shall mean the transactions contemplated by that certain Business Combination Agreement, dated as of May 12, 2023, by and among Black Spade Acquisition Co, the Company and Nuevo Tech Limited.

11.23    “Non-Qualified Stock Option” means an Option not intended or not qualifying as an Incentive Stock Option.

11.24    “Option” means an option to purchase Shares.

11.25    “Ordinary Shares” means the ordinary shares of the Company.

11.26    “Other Share or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.

11.27    “Overall Share Limit” means 10% of the fully diluted Ordinary Shares outstanding immediately following the Initial Business Combination.

11.28    “Participant” means a Service Provider who has been granted an Award; provided that, with respect to any Service Providers to whom the prospectus requirements of the Securities and Futures Act 2001 of Singapore, as amended (the “SFA”), would apply, such Service Provider shall also qualify as a “qualifying person” as defined under section 273(4) of the SFA and/or for any other applicable exemption(s) from prospectus requirements under the SFA, unless otherwise determined by the Administrator.

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11.29    “Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the following or any other performance goals selected by the Administrator: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on shareholders’ equity; total shareholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; ^{customer satisfaction/growth; customer service}; ^{employee satisfaction}; ^{recruitment and maintenance of personnel; human resources managemen}t; ^{supervision of litigation and other legal matters}; ^{strategic partnerships and transactions}; ^{financial ratios (including those measuring liquidity, activity, profitability or leverage)}; ^{debt levels or reductions}; ^{sales-related goals}; ^{financing and other capital raising transactions}; ^{cash on hand}; ^{acquisition activity}; ^{investment sourcing activity; and marketing initiatives,} any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to Ordinary Shares, (m) any business interruption event, (n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results.

11.30    “Plan” means this Incentive Award Plan.

11.31    “Restricted Shares” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.32    “Restricted Share Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

11.33    “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

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11.34    “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

11.35    “Securities Act” means the Securities Act of 1933, as amended.

11.36    “Service Provider” means an Employee, Consultant or Director.

11.37    “Share Appreciation Right” means a share appreciation right granted under Article V.

11.38    “Shares” means Ordinary Shares.

11.39    “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

11.40    “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

11.41    “Tax-Related Items” means any and all taxes (including, without limitation, income tax, social insurance, payroll tax, fringe benefits tax, payment on account, employment tax, stamp tax or other tax-related items related to Participant’s participation in the Plan and legally applicable or deemed applicable to Participant and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.

11.42    “Termination of Service” means the date the Participant ceases to be a Service Provider.

* * * * *

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EX-4.28

Exhibit 4.28

BACKSTOP SUBSCRIPTION AGREEMENT

This BACKSTOP SUBSCRIPTION AGREEMENT (this “Subscription Agreement”), dated as of August 10, 2023, and effective as of the Closing (as defined below), is entered into by and among VinFast Auto Ltd. (Company Registration No. 201501874G), a public company limited by shares incorporated under the laws of Singapore (the “Company”), the undersigned (“Subscriber” or “you”), and Black Spade Sponsor LLC, a limited liability company registered under the laws of the Cayman Islands (the “Sponsor”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).

WHEREAS, Black Spade Acquisition Co, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“BSAQ”), the Company and Nuevo Tech Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Merger Sub”) entered into that certain Business Combination Agreement, dated as of May 12, 2023, and that certain First Amendment to Business Combination Agreement, dated as of June 14, 2023 (as further amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which Merger Sub will merge with and into BSAQ, whereupon the separate corporate existence of Merger Sub will cease, and BSAQ will be the surviving company and continue its existence under the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) as a wholly-owned Subsidiary of the Company (the “Merger” and together with the other transactions contemplated by the Business Combination Agreement and the Ancillary Agreements, the “Transactions”), and in consideration therefor, the Company will issue one ordinary share in the capital of the Company (the “Company Ordinary Shares”) in exchange for each eligible BSAQ Ordinary Share;

WHEREAS, BSAQ, the Company and the Sponsor and other parties thereto have entered into that certain Sponsor Support and Lock-Up Agreement and Deed, dated as of May 12, 2023, and that certain First Amendment to Sponsor Support and Lock-Up Agreement and Deed, dated as of June 14, 2023 (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed to subscribe for and acquire, and/or procure that its designated Persons (reasonably acceptable to the Company) subscribe for and acquire Company Ordinary Shares, at a purchase price of $10.00 per share, solely to the extent necessary to fund up to the amount (the “Backstop Amount”) equal to (i) $30,000,000 minus (ii) the product of (A) the Redemption Price (as defined in the BSAQ Governing Document) multiplied by (B) the aggregate number of BSAQ Ordinary Shares that are not redeemed pursuant to the BSAQ Shareholder Redemption Right (the “Backstop Subscription”);

WHEREAS, the Backstop Amount is $16,367,968.58, and the Sponsor has designated Subscriber as its designated Person for fulfilment of its obligations in connection with the Backstop Subscription; and

WHEREAS, Subscriber desires to subscribe for and purchase from the Company, at the Subscription Closing (as defined below), 1,636,797 Company Ordinary Shares (the “Subscribed Shares”), for a purchase price of $10.00 per share, and for the aggregate purchase price equal to the Backstop Amount, and the Company desires to issue and sell to Subscriber the Subscribed Shares in consideration of the payment of the Backstop Amount therefor by or on behalf of Subscriber to the Company, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

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1.    Sponsor Designation; Subscription. The Sponsor hereby designates, and the Company hereby accepts, Subscriber as a designated Person of the Sponsor for the Backstop Subscription. Upon the terms and subject to the conditions of this Subscription Agreement, Subscriber agrees to subscribe for and purchase from the Company, and the Company agrees to issue and sell to Subscriber, the Subscribed Shares at the Subscription Closing (as defined below). The purchase price of the Subscribed Shares is the Backstop Amount in cash and shall be paid as provided in Section 2.2.1.

2.    Closing; Delivery of Shares.

2.1.    The closing (the “Subscription Closing” and the date of the Subscription Closing, the “Subscription Closing Date”) of the sale and issuance of the Subscribed Shares pursuant to Section 1 is subject to the satisfaction or waiver of the conditions to closing set forth in Section 4 and shall take place remotely on the date of, and substantially concurrently with the closing of the Merger contemplated under the Business Combination Agreement (the “Closing”), or at such other time as the Company and Subscriber may agree.

2.2.    At the Subscription Closing:

2.2.1.    Subscriber shall deliver to the Company the Backstop Amount in immediately available funds by wire transfer of United States dollars to an account of the Company designated by the Company, by notice to Subscriber, which notice shall be delivered not later than two Business Days prior to the Subscription Closing Date; and

2.2.2.    the Company shall issue to Subscriber or to a nominee or custodian designated by Subscriber, as applicable, the Subscribed Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Company, shall be registered in the name of Subscriber on the books of the Company by the Company’s transfer agent (a copy of which showing Subscriber as the owner of the Subscribed Shares on and as of the Subscription Closing Date, together with the share certificate representing the Subscribed Shares, shall be provided to Subscriber on the Subscription Closing Date or promptly thereafter).

3.    Representations, Warranties and Agreements.

3.1.    Subscriber’s Representations, Warranties and Agreements. To induce the Company to issue the Subscribed Shares, Subscriber hereby represents and warrants to the Company and acknowledges and agrees with the Company, as of the date hereof and as of the Subscription Closing Date, as follows:

3.1.1.    Subscriber has been duly formed or incorporated and is validly existing in good standing (if the concept of good standing is applicable) under the laws of its jurisdiction of incorporation or formation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.

3.1.2.    This Subscription Agreement has been duly authorized, validly executed and delivered by Subscriber. Assuming that this Subscription Agreement constitutes the valid and binding agreement of the Company and the Sponsor, this Subscription Agreement is the valid and binding obligation of Subscriber, and is enforceable against Subscriber in accordance with its terms, except as may be limited or otherwise affected by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (b) principles of equity, whether considered at law or equity.

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3.1.3.    The execution, delivery and performance by Subscriber of this Subscription Agreement (including compliance by Subscriber with all of the provisions hereof), the issuance by the Company of the Subscribed Shares to Subscriber and the consummation of the transactions contemplated herein do not and will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber or any of its subsidiaries, as applicable, pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber or any of its subsidiaries, as applicable, is a party or by which Subscriber or any of its subsidiaries, as applicable, is bound or to which any of the property or assets of Subscriber or any of its subsidiaries, as applicable, is subject, which would reasonably be expected to have a material adverse effect on the legal authority of Subscriber to enter into and timely perform its obligations under this Subscription Agreement (a “Subscriber Material Adverse Effect”), (b) result in any violation of the provisions of the organizational documents of Subscriber or any of its subsidiaries or (c) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its subsidiaries, as applicable, or any of their respective properties that would reasonably be expected to have a Subscriber Material Adverse Effect.

3.1.4.    Subscriber (a) is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (“QIB”) or an “accredited investor” (as defined in Rule 501 of the Securities Act) within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act (“Accredited Investor”), (ii) an Institutional Account as defined in Rule 4512(c) of the Financial Industry Regulatory Authority (“FINRA”) and (iii) a sophisticated institutional investor, experienced in investing in transactions of the type contemplated by this Subscription Agreement and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, including Subscriber’s participation in the purchase of the Subscribed Shares, in each case, satisfying the applicable requirements set forth on Schedule I, and confirms that it is fully familiar, following advice of its own legal counsel, with the implications of being a QIB or an Accredited Investor who is investing in the Subscribed Shares, (b) is acquiring the Subscribed Shares only for its own or for its controlled affiliate(s)’s account(s) and not for the account of any other third party, and (c) has exercised independent judgment in evaluating its participation in the purchase of the Subscribed Shares and is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act or any other securities laws of the United States or any other jurisdiction (and shall provide the requested information on Schedule I following the signature page hereto) and is not a party to or bound by a binding commitment to sell or otherwise dispose of the Subscribed Shares. Accordingly, Subscriber understands that the offering of the Subscribed Shares meets (x) the exemptions from filing under FINRA Rules 5123(b)(1)(C) or (J) and 5123(b)(1)(A) and (y) the institutional customer exemption under FINRA Rule 2111(b). Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Shares.

3.1.5.    Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the sale to Subscriber is being made in reliance on a private placement exemption from registration under the Securities Act, that the Subscribed Shares have not been registered under the Securities Act or any other applicable securities laws. Subscriber understands that the Subscribed Shares may not be offered, sold, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (a) to the Company or a

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subsidiary thereof, (b) to non-U.S. persons pursuant to offers and sales that occur solely outside the United States within the meaning of Regulation S under the Securities Act or (c) pursuant to another applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case, in accordance with any other applicable securities laws, and that the Subscribed Shares (i) will be “restricted securities” within the meaning of Rule 144 under the Securities Act, are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom and (ii) shall be subject to a legend to such effect (provided that such legends will be eligible for removal upon compliance with the relevant resale provisions of Rule 144). Subscriber acknowledges that the Subscribed Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities Act. Subscriber understands and agrees that the Subscribed Shares will be subject to the foregoing restrictions and, as a result, Subscriber may not be able to readily resell the Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber understands that it has been advised to consult independent legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Shares. Subscriber has determined based on its own independent review and such professional advice as it deems appropriate that the Subscribed Shares are a suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed Shares.

3.1.6.    Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from the Company. Subscriber further acknowledges that there have been no representations, warranties, covenants or agreements made to Subscriber by the Company, the Sponsor or any of their respective affiliates, or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing or any other party to the Transactions or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements expressly set forth in this Subscription Agreement, and Subscriber is not relying on any representations, warranties or covenants other than those expressly set forth in this Subscription Agreement.

3.1.7.    Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions of the Company, receive such answers, including on the financial information, and obtain such information directly as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares and Subscriber has independently made its own analysis and decision to invest in the Subscribed Shares. Subscriber acknowledges that no disclosure or offering document has been prepared in connection with the offer and sale of the Subscription Shares. Subscriber represents and warrants it is relying exclusively on its own sources of information, investment analysis, independent investigation, assessment and due diligence (including professional advice it deems appropriate) with respect to the Transactions, the Subscribed Shares and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and its subsidiaries including but not limited to all business, legal, regulatory, accounting, financial, credit and tax matters, and Subscriber has satisfied itself concerning such matters relevant to its investment in the Subscribed Shares.

3.1.8.    Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber, the Sponsor, the Company or one of their respective representatives. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to Subscriber, by any other means. Subscriber

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acknowledges that the Subscribed Shares were not offered by any form of general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, and are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities law.

3.1.9.    Subscriber acknowledges that it is aware that there are substantial risks incident to the subscription and ownership of the Subscribed Shares and is able to fend for itself in the transactions contemplated herein. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and Subscriber has been offered the opportunity to ask questions of the Company and received answers thereto, including on the financial information, as Subscriber deemed necessary in connection with its decision to purchase the Subscribed Shares, and has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Shares. Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risks of its prospective investment and can afford the complete loss of such investment, and Subscriber has sought such accounting, legal and tax advice as Subscriber has considered necessary to make an informed investment decision. Subscriber acknowledges that Subscriber shall be responsible for any of Subscriber’s tax liabilities that may arise as a result of the transactions contemplated by this Subscription Agreement, and that neither the Company, nor any of its agents or affiliates, have provided any tax advice or any other representation or guarantee, whether written or oral, regarding the tax consequences of the transactions contemplated by this Subscription Agreement.

3.1.10.    Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of an investment in the Subscribed Shares and the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation (and any representation to the contrary is a criminal offense).

3.1.11.    Subscriber represents and warrants that none of Subscriber nor, to Subscriber’s knowledge, any of its officers or directors is (a) a person or entity named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the United States and administered by OFAC or any similar list of sanctioned persons administered by the United Nations, the United Kingdom, the European Union or any individual European Union member state (collectively, “Sanctions Lists”) or a person or entity that is otherwise the target of any OFAC sanctions program, (b) directly or indirectly owned (50% or more) or controlled by, or acting on behalf of, one or more persons on a Sanctions List; (c) organized, incorporated, established, located, or resident in, or the government of (including any political subdivision, agency, or instrumentality thereof) any country or territory that is the target of comprehensive sanctions (currently Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic); (d) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515 or (e) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited Investor”). Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law.

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3.1.12.    No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Company or its affiliates.

3.2.    Company’s Representations, Warranties and Agreements. To induce Subscriber to purchase the Subscribed Shares, the Company hereby represents and warrants to Subscriber and agrees with Subscriber, as of the date hereof and as of the Subscription Closing Date, as follows:

3.2.1.    The Company has been duly incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, with all requisite power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement.

3.2.2.    The Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment for the Subscribed Shares, will be free and clear of any liens or other restrictions whatsoever in accordance with the terms of this Subscription Agreement and registered with the Company’s transfer agent, the Subscribed Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights under the Company’s constitutive agreements or applicable law.

3.2.3.    This Subscription Agreement has been duly authorized, validly executed and delivered by the Company and, assuming that this Subscription Agreement constitutes the valid and binding obligation of Subscriber and the Sponsor, is the valid and binding obligation of the Company, and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally and (b) principles of equity, whether considered at law or equity.

3.2.4.    The execution, delivery and performance of this Subscription Agreement (including compliance by the Company with all of the provisions hereof), the issuance by the Company of the Subscribed Shares to Subscriber and the consummation of the transactions contemplated herein will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, charge, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, which would reasonably be expected to have a material adverse effect on the business, properties, financial condition, shareholders’ equity or results of operations of the Company or any of its subsidiaries individually or taken as a whole, or materially affects the validity or enforceability of the Subscribed Shares or the legal authority or other ability of the Company to enter into and timely perform its obligations under this Subscription Agreement (collectively, a “Company Material Adverse Effect”), (b) result in any violation of the provisions of the organizational documents of the Company or any of its subsidiaries or (c) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of its properties that would reasonably be expected to have a Company Material Adverse Effect.

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3.2.5.    Neither the Company nor any person acting on its behalf, directly or indirectly, has made or will make any offers or sales of any security of the Company or has solicited or will solicit any offers to buy any security under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from registration for the transactions contemplated hereby or would require registration of the issuance of the Subscribed Shares under the Securities Act.

3.2.6.    Neither the Company, nor any person acting on its behalf has conducted any general solicitation or general advertising, including methods described in section 502(c) of Regulation D under the Securities Act, in connection with the offer or sale of any of the Subscribed Shares and neither the Company, nor any person acting on its behalf has offered any of the Subscribed Shares in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws.

3.2.7.    As of the date of this Subscription Agreement, the authorized, issued and outstanding share capital of the Company consists of 2,299,999,998 Company Ordinary Shares. All issued and outstanding Company Ordinary Shares have been duly authorized and validly issued, are fully paid, and are not subject to preemptive or similar rights, other than as provided in the Company’s constitution and/or restrictions on transfer under applicable laws or as contemplated hereby. Except as set forth in the Business Combination Agreement, the Ancillary Agreements, those certain Subscription Agreements, dated April 29, 2022 and June 4, 2022, each by and between the Company, Vingroup JSC and certain institutional investors, the Ordinary Shares Subscription Agreement, dated June 30, 2023, between the Company and Gotion Inc., and the Subscription Agreements (as defined in the Business Combination Agreement)(if any), there are no outstanding, and between the date hereof and the Subscription Closing, the Company will not issue, sell or cause to be outstanding any (i) shares, equity interests or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares or other equity interests or voting securities of the Company, (iii) options, warrants or other rights (including preemptive rights) or agreements, arrangements or commitments of any character, whether or not contingent, of the Company to subscribe for, purchase or acquire from any individual, entity or other person, and no obligation of the Company to issue, any Pre-Recapitalization Company Shares, Company Ordinary Shares or any other equity interests or voting securities in the Company or any securities convertible into or exchangeable or exercisable for such shares or other equity interests or voting securities, (iv) equity equivalents or other similar rights of or with respect to the Company, or (v) obligations of the Company to repurchase, redeem, or otherwise acquire any of the foregoing securities, shares, options, equity equivalents, interests or rights. There are no shareholder agreements, voting trusts or other agreements or understandings to which the Company is a party or by which it is bound relating to the voting of any securities of the Company, other than as contemplated by the Business Combination Agreement and the Ancillary Agreements.

3.2.8.    Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 3.1 of this Subscription Agreement, (a) no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Company to Subscriber and (b) no consent, approval, order or authorization of, or registration, qualification, designation, declaration to or filing with, any federal, state or local governmental authority, self-regulatory organization or other person is required on the part of the Company in connection with the Subscription, except for (i) filings with the United States Securities and Exchange Commission (the “Commission”), (ii) filings required by applicable state securities laws, (iii) filings required in accordance with Section 9.1, (iv) filings required by the applicable Qualified Stock Exchange, (v) filings, authorizations or approvals required to consummate the Transactions in accordance

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with the Business Combination Agreement, and (vi) such consent, approval, order, authorization, registration, qualification, designation, declaration or filings the failure of which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

3.2.9.    There are no pending or, to the knowledge of the Company, threatened, suits, claims, actions, or proceedings, which, if determined adversely, would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no unsatisfied judgment or any open injunction binding upon the Company, which would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.2.10.    The Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Company Material Adverse Effect. The Company has not received any written communication from a governmental entity, exchange or self-regulatory organization that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

3.2.11.    No broker, finder or other financial consultant has acted on behalf of the Company in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on Subscriber.

3.2.12.    The Company is not, and immediately after receipt of payment for the Subscribed Shares will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.2.13.    Other than as set forth in the Business Combination Agreement, there are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Subscribed Shares to Subscriber that have not been or will not be validly waived on or prior to the Merger Effective Time.

4.    Conditions to Closing.

4.1.    Conditions to Closing of the Company.

The Company’s obligations to sell and issue the Subscribed Shares at the Subscription Closing are subject to the fulfillment or (to the extent permitted by applicable law) written waiver by the Company, on or prior to the Subscription Closing Date, of each of the following conditions:

4.1.1.    Representations and Warranties Correct. The representations and warranties made by Subscriber in Section 3.1 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Subscription Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect, which representations and warranties shall be true in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

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4.1.2.    Compliance with Covenants. Subscriber shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by Subscriber at or prior to the Subscription Closing.

4.1.3.    Closing of the Transactions. All conditions precedent to each of the Company’s, Merger Sub’s and BSAQ’s obligations to consummate, or cause to be consummated, the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions, but subject to the satisfaction or waiver thereof), and the Merger is scheduled to be consummated immediately following or concurrently with the Subscription Closing.

4.1.4.    Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting the consummation of the transactions contemplated by this Subscription Agreement. No suspension of the listing or qualification of the Subscribed Shares for offering or sale or trading in the United States and any other jurisdiction in which the Company has substantial business or operations, or initiation or, to the Company’s knowledge, threatening in writing of any proceedings for any such purpose, shall have occurred.

4.2.    Conditions to Closing of Subscriber.

Subscriber’s obligation to purchase the Subscribed Shares at the Subscription Closing is subject to the fulfillment or (to the extent permitted by applicable law) written waiver by Subscriber, on or prior to the Subscription Closing Date, of each of the following conditions:

4.2.1.    Representations and Warranties Correct. The representations and warranties made by the Company in Section 3.2 hereof shall be true and correct in all material respects when made (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects), and shall be true and correct in all material respects on and as of the Subscription Closing Date (unless they specifically speak as of another date in which case they shall be true and correct in all material respects as of such date) (other than representations and warranties that are qualified as to materiality or Company Material Adverse Effect, which representations and warranties shall be true and correct in all respects) with the same force and effect as if they had been made on and as of said date, but in each case without giving effect to consummation of the Transactions.

4.2.2.    Compliance with Covenants. The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by the Company at or prior to the Subscription Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of the Company to consummate the Subscription Closing.

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4.2.3.    Closing of the Transactions. All conditions precedent to the consummation of the Transactions set forth in the Business Combination Agreement shall have been satisfied or waived by the party entitled to the benefit thereof under the Business Combination Agreement (other than those conditions that may only be satisfied at the consummation of the Transactions but subject to the satisfaction or waiver thereof), and the Merger is scheduled to be consummated immediately following or concurrently with the Subscription Closing.

4.2.4.    Legality. There shall not be in force any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority, statute, rule or regulation enjoining or prohibiting consummation of the transactions contemplated by this Subscription Agreement. No suspension of the listing or qualification of the Subscribed Shares for offering or sale or trading in the United States and any other jurisdiction in which the Company has substantial business or operations, or initiation or, to the Company’s knowledge, threatening in writing of any proceedings for any such purpose, shall have occurred.

4.2.5.    Amendment of Business Combination Agreement. The terms of the Business Combination Agreement shall not have been amended in a manner that would reasonably be expected to materially and adversely affect the economic benefits that Subscriber (in its capacity as such) would reasonably expect to receive under this Subscription Agreement unless Subscriber has consented in writing to such amendment.

5.    Registration Rights. Concurrently with the consummation of the Transactions, Subscriber shall enter into the Registration Rights Agreement as a Holder (as defined in the Registration Rights Agreement) and shall have all rights and benefits (including all registration rights) that a Holder (as defined in the Registration Rights Agreement) is entitled to under the Registration Rights Agreement. All Subscribed Shares shall be Registrable Securities (as defined in the Registration Rights Agreement).

6.    Post-Closing Lock-Up.

6.1.    Certain Definitions. As used in this Section 6, notwithstanding the other provisions of this Subscription Agreement, the following terms shall have the following meanings:

6.1.1.    “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act;

6.1.2.    “Applicable Period” shall be the period commencing on the Subscription Closing Date and ending on the earlier of:

(a)    the date falling 12 months after the Subscription Closing Date; or

(b)    the date on which the Company completes any amalgamation, merger, scheme of arrangement, business combination, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property following the Subscription Closing Date;

6.1.3.    “Immediate Family” shall mean, as to a natural person, such individual’s spouse, former spouse, domestic partner, child (including by adoption), father, mother, brother or sister, and lineal descendant (including by adoption) of any of the foregoing persons;

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6.1.4.    “Lock-Up Restrictions” shall mean the restrictions set forth in Sections 6.2 and 6.5;

6.1.5.    “Lock-Up Securities” shall mean the Subscribed Shares and any other Equity Security of the Company issued or issuable to Subscriber with respect to any of the Subscribed Shares by way of a share dividend or share split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; and

6.1.6.    “Lock-Up Transfer” shall mean the (i) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, with respect to, any Lock-Up Security, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Lock-Up Security, whether or not any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

6.2.    Lock-Up Restriction. Subject to the consummation of the Merger and Section 6.5, Subscriber covenants and agrees that it shall not, during the Applicable Period, without the prior written consent of the Company Board, effect, undertake, enter into or publicly announce any Lock-Up Transfer; provided, however, if on or after the date hereof, any Company Shareholder enters into an agreement relating to the subject matter set forth in this Section 6.2 on terms and conditions that are less restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a modification, waiver, amendment, or written consent of the Company Board), then the less restrictive terms and conditions shall apply to Subscriber. For the avoidance of doubt, Subscriber shall retain all of its rights as a shareholder of the Company with respect to the Lock-Up Securities during the Lock-Up Period, including, without limitation, the right to vote any Lock-Up Securities that are entitled to vote and the right to receive any dividends or distributions in respect of such Lock-Up Securities.

6.3.    Authorization. Subscriber hereby:

6.3.1.    acknowledges that the Company may, during the Applicable Period, pursuant to its rights and/or the obligations of Subscriber under this Section 6, in its discretion and subject to Applicable Law, instruct its transfer agent for the Lock-Up Securities to decline to transfer, and to note stop-transfer restrictions on the register of book-entry interests and other records relating to, such Lock-Up Securities for which Subscriber is the record holder; and

6.3.2.    in the case of Lock-Up Securities for which Subscriber is the beneficial but not the record holder, agrees during the Applicable Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop-transfer restrictions on the register of book-entry interests and other records relating to, such Lock-Up Securities;

in each case, if and to the extent such transfer would constitute a Lock-Up Transfer in breach of this Subscription Agreement. The Company shall instruct its transfer agent to remove any stop transfer restrictions on the register of book-entry interests and other records related to the book-entry interests comprising Lock-Up Securities within three Business Days after the expiration of the Applicable Period.

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6.4.    Legend. During the Applicable Period, a certificate or book-entry evidencing any Lock-Up Securities may, in the Company’s discretion pursuant to its rights and/or the obligations of Subscriber under this Section 6, and subject to Applicable Law, be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A BACKSTOP SUBSCRIPTION AGREEMENT, DATED AS OF AUGUST 10, 2023, BY AND AMONG VINFAST AUTO LTD. (“COMPANY”), BLACK SPADE SPONSOR LLC AND THE SUBSCRIBER NAMED THEREIN, UNTIL THE EARLIER OF (A) AUGUST 11, 2024 AND (B) SUCH OTHER RELEASE DATE(S) SET FORTH IN SUCH AGREEMENT. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

6.5.    Lock-Up Exceptions. Section 6.2 shall not apply to:

6.5.1.    in the case of an entity, Lock-Up Transfers to (i) such entity’s officers or directors or any affiliate or Immediate Family of any of such entity’s officers or directors, (ii) any shareholder, partner or member of such entity or their affiliates, (iii) any affiliate of such entity, or (iv) any employees of such entity or of its affiliates;

6.5.2.    Lock-Up Transfers to a partnership, limited liability company or other entity of which such transferor is the legal and beneficial owner of all of the outstanding Equity Securities or similar interests;

6.5.3.    in the case of a natural person, Lock-Up Transfers (i) by bona fide gift to any member of such individual’s Immediate Family, an affiliate of such person or to a charitable organization (ii) to a family trust, established for the exclusive benefit of such individual and/or any of such individual’s Immediate Family for estate planning purposes, (iii) by virtue of laws of descent and distribution upon death of such individual or (iv) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union;

6.5.4.    in the case of an entity, Lock-Up Transfers by virtue of the laws of the jurisdiction of formation of such entity and the entity’s Governing Documents upon dissolution of the entity;

6.5.5.    pledges of any Lock-Up Securities to a financial institution that create a mere security interest in such Lock-Up Securities pursuant to a bona fide loan or indebtedness transaction so long as the holder of such pledged Lock-Up Securities continues to control the exercise of the voting rights of such pledged Lock-Up Securities as well as any foreclosures on such pledged Lock-Up Securities;

6.5.6.    Lock-Up Transfers of Company Ordinary Shares or other Equity Securities of the Company convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open market transactions after the Subscription Closing;

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6.5.7.    the exercise of share options or warrants to purchase Company Ordinary Shares and any related transfer of Company Ordinary Shares to the Company in connection therewith (A) deemed to occur upon the “cashless” or “net” exercise of any such options or warrants or (B) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, it being understood that all Company Ordinary Shares received upon such exercise, settlement, vesting or transfer will remain subject to the restrictions of this Section 6 during the Applicable Period;

6.5.8.    the entry, at any time after the Subscription Closing, into any trading plan providing for the sale of Company Ordinary Shares meeting the requirements of Rule 10b5-1(c) under the Exchange Act, provided that such plan does not provide for, or permit, the sale of any Company Ordinary Shares during the Applicable Period and no public announcement or filing is voluntarily made or required regarding such plan during the Applicable Period;

6.5.9.    Lock-Up Transfers in the event of completion of a bona fide amalgamation, merger, scheme of arrangement, business combination, consolidation, combination sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up or other similar transaction which results in all of the Company’s security holders having the right to exchange their Company Ordinary Shares for cash, securities or other property;

6.5.10.    a Lock-Up Transfer to another entity that is an affiliate of such transferor, or to any investment fund or other entity controlling, controlled by, managing or managed by or under common control with such transferor or affiliates of such transferor or who shares a common investment advisor with such transferor; and

6.5.11.    Lock-Up Transfers made in connection with any forward purchase agreement or similar arrangements in existence prior to the date of this Subscription Agreement and the material terms of which have been disclosed in writing to the Company or its counsel;

provided, however, that in the case of sub-Sections 6.5.1 through 6.5.5, 6.5.10 and 6.5.11, these permitted transferees shall enter into a written agreement with the Company, agreeing to be bound by the transfer restrictions in Sections 6.2 through 6.5.

6.6.    Effect of Section 6. If any Lock-Up Transfer is made or attempted contrary to the provisions of this Section 6, such purported Lock-Up Transfer shall be null and void ab initio.

6.7.    Legend Removal. The Company shall promptly remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Lock-Up Securities at the time any such security is no longer subject to the Lock-Up Restrictions (any such Lock-Up Security, a “Free Security”), and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Security to be consolidated under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or Company Warrants as applicable or so that the Free Securities are in a like position. Any holder of a Lock-Up Security is an express third-party beneficiary of this Section 6.7 and entitled to enforce specifically the obligations of the Company set forth in this Section 6.7 directly against the Company.

7.    Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earliest to occur of (a) such date and time as

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the Business Combination Agreement is validly terminated in accordance with its terms, and (b) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement (the termination events described in clauses (a) and (b) above, collectively, the “Termination Events”); provided that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify Subscriber of the termination of the Business Combination Agreement promptly after the termination of such agreement. Upon the occurrence of any of the Termination Events, this Subscription Agreement shall be void and of no further force and effect (subject to the proviso in the first sentence of this Section 7).

8.    Miscellaneous.

8.1.    Further Assurances. At the Subscription Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the Backstop Subscription as contemplated by this Subscription Agreement.

8.1.1.    Subscriber acknowledges that the Company will rely on the acknowledgments, understandings, agreements, covenants, representations and warranties made by Subscriber contained in this Subscription Agreement. Prior to the Subscription Closing, Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, covenants, representations and warranties made by Subscriber set forth herein are no longer accurate in all material respects. The Company acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, covenants, representations and warranties made by the Company contained in this Subscription Agreement. Prior to the Subscription Closing, the Company agrees to promptly notify Subscriber if it becomes aware that any of the acknowledgments, understandings, agreements, covenants. representations and warranties made by the Company, as the case may be, set forth herein are no longer accurate in all material respects.

8.1.2.    Each of the Company, Subscriber and the Sponsor is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative, legal, regulatory or stock exchange proceeding or official inquiry with respect to the matters covered hereby.

8.1.3.    The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Shares, and Subscriber shall promptly provide such information as may be reasonably requested, to the extent within Subscriber’s possession and control or otherwise readily available to Subscriber, provided that the Company agrees, subject to the exceptions in Section 9, to keep confidential any such information provided by Subscriber.

8.1.4.    Each of Subscriber and the Company shall pay all of its own respective expenses in connection with this Subscription Agreement and the transactions contemplated herein.

8.1.5.    Each of Subscriber and the Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by this Subscription Agreement on the terms and conditions described therein.

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8.2.    Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (c) three (3) Business Days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to the Sponsor or Subscriber, to such address or addresses set forth on the signature page hereto;

(ii) if to the Company, to:

VinFast Auto Ltd.

61 Robinson Road, #06-01, 61 Robinson Road

Singapore 068893

Attention:        The Chief Executive Officer; David Thomas Mansfield

Email:              ceo@vinfastauto.com, ir@vinfastauto.com;

vf.singapore.cfo@vinfastauto.com

with a required copy (which copy shall not constitute notice) to:

Latham & Watkins LLP

9 Raffles Place

#42-02 Republic Plaza

Singapore 048619

Attention:        Sharon Lau; Stacey Wong

Email:              sharon.lau@lw.com; Stacey.Wong@lw.com

or to such other address or addresses as the parties may from time to time designate in writing by notice to the other parties in accordance with this Section 8.2.

8.3.    Entire Agreement. This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof, including any commitment letter entered into relating to the subject matter hereof.

8.4.    Modifications and Amendments. This Subscription Agreement may not be amended, modified, supplemented or waived except by an instrument in writing, signed by the party against whom enforcement of such amendment, modification, supplement or waiver is sought.

8.5.    Assignment. Neither this Subscription Agreement nor any rights, interests or obligations that may accrue to the parties hereunder (including Subscriber’s rights to purchase the Subscribed Shares) may be transferred or assigned without the prior written consent of the other parties hereunder; provided that Subscriber’s rights and obligations hereunder may be assigned to any fund or account managed by the same investment manager as Subscriber, without the prior consent of the Company or the Sponsor, provided that such assignee(s) agrees in writing to be bound by the terms hereof, and upon such assignment by a Subscriber, the assignee(s) shall become Subscriber hereunder and have the rights and obligations and be deemed to make the representations and warranties of Subscriber provided for herein to the extent of such assignment; provided further that, no assignment shall relieve the assigning party of any of its obligations hereunder, including any assignment to any fund or account managed by the same investment manager as Subscriber.

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8.6.    Benefit. Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. This Subscription Agreement shall not confer rights or remedies upon any person other than the parties hereto and their respective successors and assigns.

8.7.    Governing Law. This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement of this Subscription Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles of conflicts of law thereof.

8.8.    Dispute Resolution and Waiver of Jury Trial.

8.8.1.    Subject to Section 8.11, any Action based upon, arising out of or related to this Subscription Agreement or the transactions contemplated hereby may be brought in the courts of the Borough of Manhattan in the State of New York, or, if it has or can acquire jurisdiction, in the United States District Court for the Southern District of New York located therein and, in each case, appellate courts therefrom, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of such Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Subscription Agreement or the transactions contemplated hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Applicable Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section 8.8.

8.8.2.    EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.8.

8.9.    Severability. If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.

8.10.    No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise of any right, power or remedy under this Subscription Agreement by a

16

party hereto, nor any abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand.

8.11.    Remedies.

8.11.1.    The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their respective obligations under the provisions of this Subscription Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree that the parties shall be entitled to seek an injunction, specific performance, or other equitable relief, to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions hereof, without proof of Damages or inadequacy of any remedy at Applicable Law, prior to the valid termination of this Subscription Agreement in accordance with Section 7, this being in addition to any other remedy to which they are entitled under this Subscription Agreement or Applicable Law.

8.11.2.    Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement in accordance with this Section 8.11 shall not be required to provide any bond or other security in connection with any such injunction. The parties acknowledge and agree that nothing contained in this Section 8.11 shall require any party to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 8.11 before exercising any termination right under Section 7 or pursuing damages.

8.12.    Survival of Representations and Warranties and Covenants. All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Subscription Closing.

8.13.    Headings and Captions. The headings and captions of the various subdivisions of this Subscription Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms or provisions hereof.

8.14.    Counterparts. This Subscription Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Subscription Agreement by signing and delivering one or more counterparts. The words “execution,” “signed,” “signature,” and words of like import in this Subscription Agreement or in any other certificate, agreement or document related to this Subscription Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means)

17

shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

8.15.    Construction. The words “include,” “includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Subscription Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Subscription Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant. All references in this Subscription Agreement to numbers of shares, per share amounts and purchase prices shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof.

8.16.    Mutual Drafting. This Subscription Agreement is the joint product of the parties hereto and each provision hereof has been subject to the mutual consultation, negotiation and agreement of the parties and shall not be construed for or against any party hereto.

9.    Cleansing Statement; Disclosure.

9.1.    The Company shall promptly following the date of this Subscription Agreement issue one or more press releases or file with or furnish to the Securities and Exchange Commission (the “Commission”) one or more reports (collectively, the “Disclosure Document”) disclosing all material terms of the transactions contemplated hereby and the Transactions. Upon the issuance of the Disclosure Document, to the actual knowledge of the Company, Subscriber shall not be in possession of any material, non-public information received from the Company or any of their officers, directors, employees or agents, and Subscriber shall no longer be subject to any confidentiality or similar obligations under any current agreement, whether written or oral, with the Company or any of their respective affiliates, relating to the transactions contemplated by this Subscription Agreement.

9.2.    The Company shall not publicly disclose the name of Subscriber or any affiliate or investment adviser of Subscriber, or include the name of Subscriber or any affiliate or investment adviser of Subscriber without the prior written consent (including by e-mail) of Subscriber (a) in any press release or marketing materials, or (b) in any filing with the Commission or any regulatory agency or trading market, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under regulations of the applicable Qualified Stock Exchange, in which case the Company shall, to the extent practicable and legally permissible, provide Subscriber with prior written notice (including by e-mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure.

10.    Non-Reliance. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation, other than the representations and warranties of the Company expressly set forth in this Subscription Agreement, in

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making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that none of the Sponsor, any other party to the Business Combination Agreement or any Non-Party Affiliate (other than the Company with respect to the previous sentence), shall have any liability to Subscriber pursuant to arising out of or relating to this Subscription Agreement or any other agreement related to the private placement of shares of the Company’s capital stock, the negotiation hereof or thereof or is subject matter, or the transactions contemplated hereby or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Shares hereunder. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future officer, director, employee, partner, member, director or indirect equityholder or affiliate of the Sponsor, the Company or any of the Sponsor’s, the Company’s controlled affiliates or any family member of the foregoing.

[Signature Page Follows]

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IN WITNESS WHEREOF, each of the parties hereunto has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

VINFAST AUTO LTD.
By:	/s/ Nguyen Thi Van Trinh
Name:	Nguyen Thi Van Trinh
Title:	Director

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, each of the parties hereunto has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.

BLACK SPADE SPONSOR LLC
By:	/s/ Chi Wai Dennis Tam
Name:	Chi Wai Dennis Tam
Title:	Manager

[Signature Page to Subscription Agreement]

Accepted and agreed this 10 day of August, 2023.

SUBSCRIBER:

Signature of Subscriber:		Signature of Joint Subscriber, if applicable:
By:	/s/ Chi Wai Tam	By:
Name:	Chi Wai Tam	Name:
Title:	Director	Title:
Date:                     , 2023
Name of Subscriber:		Name of Joint Subscriber, if applicable:
Lucky Life Limited
(Please print. Please indicate name and Capacity of person signing above)		(Please print. Please indicate name and Capacity of person signing above)
Name in which securities are to be registered
(if different from the name of Subscriber listed directly above):
Email Address: dennis.tam@blackspadecapital.com
If there are joint investors, please check one:
☐ Joint Tenants with Rights of Survivorship
☐ Tenants-in-Common
☐ Community Property
Subscriber’s EIN:        N/A		Joint Subscriber’s EIN:
Business Address-Street:		Mailing Address-Street (if different):
Suite 2902, 29/F The Centrium
60 Wyndham Street, Central
City, State, Zip: Hong Kong		City, State, Zip:
Attn:Dennis Tam		Attn:
Telephone No.: 852 3955 1316		Telephone No.:
Facsimile No.: 852 3616 6037		Facsimile No.:

Aggregate Number of Subscribed Shares subscribed for: 1,636,797

Aggregate Backstop Amount: $16,367,968.58

SCHEDULE I

ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER

A. QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):

1. ☐ We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) (a “QIB”)).

2. ☐ We are subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account is a QIB.

*** OR ***

B. INSTITUTIONAL ACCREDITED INVESTOR STATUS (Please check the applicable subparagraphs):

1. ☒ We are an “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and have marked and initialed the appropriate box on the following page indicating the provision under which we qualify as an “accredited investor.”

2. ☒ We are not a natural person.

*** AND ***

C. AFFILIATE STATUS

(Please check the applicable box) SUBSCRIBER:

☐ is:

☒ is not:

an “affiliate” (as defined in Rule 144 under the Securities Act) of the Company or acting on behalf of an affiliate of the Company.

This schedule should be completed by Subscriber

and constitutes a part of the Subscription Agreement.

Rule 501(a) under the Securities Act, in relevant part, states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the Company reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person. Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under which Subscriber accordingly qualifies as an “accredited investor.”

☐ Any bank as defined in section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity;

☐ Any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended;

☐ Any insurance company as defined in section 2(a)(13) of the Securities Act;

☐ Any investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or a business development company as defined in section 2(a)(48) of the Investment Company Act;

☐ Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;

☐ Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;

☐ Any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if (i) the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA, which is either a bank, a savings and loan association, an insurance company, or a registered investment adviser, (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) such plan is a self-directed plan, with investment decisions made solely by persons that are “accredited investors”;

☐ Any private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940, as amended;

☒ Any (i) corporation, limited liability company or partnership, (ii) Massachusetts or similar business trust, or (iii) organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the securities offered, and with total assets in excess of $5,000,000; or

☐ Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of Regulation D.

EX-15.1

Exhibit 15.1

VinFast Auto Ltd.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial statements present the combination of the financial information of VinFast and Black Spade adjusted to give effect to (i) the consummation of the Business Combination and the other transactions contemplated by the Business Combination Agreement (the “Transactions”) as described under the section “Explanatory Note” included elsewhere in this shell company report on Form 20-F (the “Report”), (ii) the Gotion Investment which is described below under the heading “Gotion Investment,” and (iii) the phase-out of ICE vehicle production (the “ICE Production Phase-out”), which is described in the Proxy Statement and Prospectus, part of VinFast’s Registration Statement on Form F-4, as amended (the “Proxy Statement/Prospectus”) incorporated by reference in the Report under the section titled “VinFast’s Business – Corporate History and Structure - Phase-out of ICE Vehicle Production.” The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Defined terms included in these financial statements have the same meaning as terms defined and included elsewhere in the Report.

The following unaudited pro forma condensed combined balance sheet as of March 31, 2023 combines the unaudited historical condensed consolidated balance sheet of VinFast as of March 31, 2023 with the unaudited historical condensed balance sheet of Black Spade as of March 31, 2023, as if the Transactions and the Gotion Investment had been completed on March 31, 2023.

The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 combines the audited historical consolidated statements of operations of VinFast for the year ended December 31, 2022 with the audited historical statements of operations of Black Spade for the year ended December 31, 2022, as if the Transactions, the Gotion Investment and the ICE Production Phase-out had been completed on January 1, 2022.

The following unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2023 combines the unaudited historical condensed consolidated statements of operations of VinFast for the three months ended March 31, 2023 with the unaudited historical condensed statements of operations of Black Spade for the three months ended March 31, 2023, as if the Transactions, the Gotion Investment and the ICE Production Phase-out had been completed on January 1, 2022.

The historical financial information of Black Spade was derived from its audited historical financial statements for the year ended December 31, 2022 and its unaudited historical condensed financial statements for the three months ended March 31, 2023, included in the Proxy Statement/Prospectus and incorporated by reference in the Report. The historical financial information of VinFast was derived from its audited historical consolidated financial statements for the year ended December 31, 2022 and its unaudited historical condensed financial statements for the three months ended March 31, 2023, included elsewhere in the Report. The unaudited pro forma condensed combined financial information and the accompanying notes should be read together with VinFast’s and Black Spade’s financial statements and related notes, the section titled “VinFast’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Black Spade’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Proxy Statement/Prospectus and incorporated by reference in the Report, and other financial information included in the Report.

The pro forma adjustments related to the Transactions and the Gotion Investment, which we refer to as the “Transactions Accounting Adjustments,” and the pro forma adjustments related to the ICE Production Phase-out, which we refer to as the “ICE Production Phase-out Accounting Adjustments,” collectively, are described in the notes to the unaudited pro forma consolidated financial information.

The unaudited pro forma condensed combined statements of operations (i) are based on information currently available, (ii) are intended for informational purposes only, (iii) are not necessarily indicative of and do not purport to represent what our operating results would have been had the Transactions, the Gotion Investment and the ICE Production Phase-out occurred as described or what our future operating results will be after giving effect to these events, and (iv) do not reflect all actions that may be undertaken by us after the Transactions, the Gotion Investment and the ICE Production Phase-out.

Description of the ICE Production Phase-out

Please refer to the section titled “VinFast’s Business – Corporate History and Structure – Phase-out of ICE Vehicle Production,” in the Proxy Statement/Prospectus and incorporated by reference in the Report.

Description of the Transactions

On May 12, 2023, Black Spade entered into the Business Combination Agreement with VinFast and Merger Sub, a wholly-owned subsidiary of VinFast. Pursuant to the Business Combination Agreement, on August 11, 2023, Merger Sub merged with and into Black Spade, with Black Spade surviving the merger and becoming a wholly owned subsidiary of VinFast, and the securityholders of Black Spade becoming securityholders of VinFast. On August 15, 2023, VinFast’s shares and warrants commenced trading on Nasdaq under the ticker symbols “VFS” and “VFSWW,” respectively.

Pursuant to the Business Combination Agreement, (a) each Class A ordinary share of Black Spade outstanding immediately prior to the Effective Time was converted into one VinFast ordinary share (all holders of Class A ordinary shares of Black Spade, the “Public Shareholders”), (b) each Class B ordinary share of Black Spade outstanding immediately prior to the Effective Time was converted into one VinFast ordinary share, and (c) each Black Spade warrant outstanding immediately prior to the Effective Time was assumed by VinFast and exchanged for a VinFast warrant, with the number of VinFast ordinary shares underlying the VinFast warrants and the exercise price of such VinFast warrants subject to adjustment in accordance with the Business Combination Agreement in the event of a stock split, share dividend or distribution, or any change in VinFast’s share capital by reason of any recapitalization, reclassification, exchange of shares.

The unaudited pro forma condensed combined financial information has been prepared to reflect the actual redemption of 15,591,100 Public Shares, and the Backstop Subscriber’s subscription for 1,636,797 ordinary shares of VinFast, 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 (collectively, the “Sponsor Support Agreement”), and the backstop subscription agreement dated August 10, 2023.

The Business Combination will be accounted for as a recapitalization, with no goodwill or other intangible assets recorded, in accordance with US GAAP.

Gotion Investment

On June 30, 2023, VinFast entered into an ordinary shares subscription agreement with Gotion Inc. (“Gotion”) (the “Ordinary Shares Subscription Agreement”) pursuant to which Gotion will subscribe for and purchase 15,000,000 ordinary shares at $10 per share for an aggregate purchase price of $150 million (“the Gotion Investment”). Completion of the transaction is expected to occur after the closing of the Business Combination (“Closing”) and is subject to Gotion obtaining the necessary approvals from relevant governmental authorities and any other third parties necessary for the outbound investment and other customary closing conditions. These approvals shall be obtained pursuant to the time frame specified in the Ordinary Shares Subscription Agreement.

Consideration

The following represents the aggregate consideration assuming no VinFast warrants issued to Black Spade warrant holders in accordance with the Business Combination Agreement have been exercised and the Gotion Investment has been completed:

	Purchase Price		Shares Issued
	(VND in millions)
Share Consideration to Black Spade		1,692,284		7,170,697
Gotion Investment		3,540,000		15,000,000

The value of ordinary shares is reflected at $10 per share.

Ownership

The following summarizes the unaudited pro forma VinFast ordinary shares outstanding based on the actual redemptions by Black Spade Public Shareholders, assuming no VinFast warrants issued to Black Spade warrant holders in accordance with the Business Combination Agreement have been exercised and the Gotion Investment has been completed:

	Number of shares (1)		%
Black Spade Public Shareholders
Public Shares (2)		1,308,900		0.06	%
		1,308,900		0.06	%
Sponsor and the other Initial Shareholders of Black Spade
Founder Shares (3)		4,225,000		0.18	%
		4,225,000		0.18	%
Backstop financing
Backstop shares (4)		1,636,797		0.07	%
		1,636,797		0.07	%
Gotion Investment
Gotion Investment shares		15,000,000		0.65	%
		15,000,000		0.65	%
Current VinFast shareholders
Vingroup		1,185,010,424		51.03	%
VIG		769,989,498		33.16	%
Asian Star		345,000,076		14.86	%
		2,299,999,998		99.05	%
Total		2,322,170,695		100	%

Notes:

(1) The share amounts and ownership percentages set forth above are not indicative of voting percentages. Excludes the potential dilutive effect of any VinFast warrants outstanding, earnout shares issued after the Closing or equity awards that may be granted under the VinFast Award Plan. If the actual facts are different than the assumptions set forth above, the share amounts and percentage ownership numbers set forth above will be different.

(2) Represents the issuance of VinFast ordinary shares to Public Shareholders.

(3) Represents the issuance of VinFast ordinary shares to the Sponsor and the other Initial Shareholders of Black Spade.

(4) Represents the issuance of VinFast ordinary shares to the Backstop Subscriber.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of March 31, 2023

(in VND million)

					Transactions
	VinFast (Historical)		Black Spade (Historical)		Accounting Adjustments					Pro Forma Combined
ASSETS
CURRENT ASSETS
Cash and cash equivalents		3,740,797		6,735		4,248,000		(a	)		7,995,532
Trade receivables		438,020		—		—					438,020
Advances to suppliers		7,227,547		—		—					7,227,547
Inventories, net		24,779,582		—		—					24,779,582
Short-term prepayments and other receivables		6,691,670		4,892		—					6,696,562
Short-term derivative assets		447,685		—		—					447,685
Current net investment in sales-type lease		6,537		—		—					6,537
Short-term investments		3,883		—		—					3,883
Short-term amounts due from related parties		465,563		—		—					465,563
Assets classified as held for sale		354,701		—		—					354,701
Total current assets		44,155,985		11,627		4,248,000					48,415,612
NON-CURRENT ASSETS
Investments held in the Trust Account		—		4,088,982		(4,088,982	)	(b	)		—
Property, plant and equipment, net		61,412,516		—		—					61,412,516
Intangible assets, net		1,537,757		—		—					1,537,757
Goodwill		272,203		—		—					272,203
Operating lease right-of-use assets		7,318,172		—		—					7,318,172
Long-term derivative assets		289,322		—		—					289,322
Long-term advances to suppliers		29,082		—		—					29,082
Long-term prepayments		36,034		—		—					36,034
Non-current net investment in sales-type lease		134,914		—		—					134,914
Long-term amounts due from related parties		48,073		—		—					48,073
Other non-current assets		4,858,978		—		—					4,858,978
Total non-current assets		75,937,051		4,088,982		(4,088,982	)				75,937,051
TOTAL ASSETS		120,093,036		4,100,609		159,018					124,352,663

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET (continued)

As of March 31, 2023

(in VND million)

							Transactions
	VinFast (Historical)			Black Spade (Historical)			Accounting Adjustments					Pro Forma Combined
DEFICIT AND LIABILITIES
CURRENT LIABILITIES
Short-term and current portion of long-term interest-bearing loans and borrowings		20,111,690			—			—					20,111,690
Trade payables and short-term accruals		29,465,147			64,592			301,656		(d	)		29,831,395
Deposits and down-payment from customers		1,218,830			—			—					1,218,830
Short-term deferred revenue		116,287			—			—					116,287
Other current liabilities		4,177,312			—			—					4,177,312
Current operating lease liabilities		1,454,937			—			—					1,454,937
Amounts due to related parties		27,006,774			393			—					27,007,167
Note payable – Sponsor		—			3,071			(3,071	)	(e	)		—
Total current liabilities		83,550,977			68,056			298,585					83,917,618
NON-CURRENT LIABILITIES
Long-term interest-bearing loans and borrowings		41,237,310			—			—					41,237,310
Long-term financial liability		15,446,200			—			—					15,446,200
Derivative warrant liabilities		—			34,999			—					34,999
Deferred underwriting commission		—			139,594			(139,594	)	(f	)		—
Other non-current liabilities		5,745,628			—			—					5,745,628
Non-current operating lease liabilities		5,309,454			—			—					5,309,454
Long-term deferred revenue		523,538			—			—					523,538
Deferred tax liabilities		947,420			—			—					947,420
Long-term accruals		3,406			—			—					3,406
Amounts due to related parties		18,139,211			—			27,140		(e	)		18,166,351
Total non-current liabilities		87,352,167			174,593			(112,454	)				87,414,306
MEZZANINE EQUITY
Black Spade’s Class A ordinary shares subject to possible redemption; 16,900,000 shares (at redemption value)		—			4,088,982			(4,088,982	)	(g	)		—
SHAREHOLDERS’ DEFICIT:
VinFast’s ordinary shares (2,299,999,998 shares issued) and outstanding; 2,322,170,695 shares for pro forma (unaudited))		871,021			—			1,692,284		(h	)		6,103,305
								3,540,000		(l	)
Black Spade’s Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 4,225,000 shares issued and outstanding		—			10			(10	)	(i	)		—
Accumulated losses		(141,271,538	)		(231,032	)		231,032		(k	)		(141,271,538	)
Additional paid-in capital		12,311,667			—			(1,401,437	)	(j	)		10,910,230
Other comprehensive loss		(122,889	)		—			—					(122,889	)
Deficit attributable to equity holders of the parent		(128,211,739	)		(231,022	)		4,061,869					(124,380,892	)
Non-controlling interests		77,401,631			—			—					77,401,631
Total deficit		(50,810,108	)		(231,022	)		4,061,869					(46,979,261	)
TOTAL DEFICIT AND LIABILITIES		120,093,036			4,100,609			159,018					124,352,663

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For the year ended December 31, 2022

(in VND million, except share and per share data)

				ICE Production Phase-out											Transactions
	VinFast (Historical)			Accounting Adjustments					Pro forma VinFast			Black Spade (Historical)			Accounting Adjustments					Pro Forma Combined
Revenues
Sales of vehicles		12,391,500			(6,611,355	)	(aa	)		5,780,145			—			—					5,780,145
Sales of merchandise		112,206			—					112,206			—			—					112,206
Sales of spare parts and components		2,072,628			(187,198	)	(aa	)		1,885,430			—			—					1,885,430
Rendering of services		222,732			—					222,732			—			—					222,732
Rental income
Revenue from leasing activities		166,525			—					166,525			—			—					166,525
Revenues		14,965,591			(6,798,553	)				8,167,038											8,167,038
Cost of vehicles sold		(24,660,149	)		10,230,141		(aa	)		(14,430,008	)		—			—					(14,430,008	)
Cost of merchandise sold		(151,353	)		—					(151,353	)		—			—					(151,353	)
Cost of spare parts and components sold		(1,869,084	)		182,284		(aa	)		(1,686,800	)		—			—					(1,686,800	)
Cost of rendering services		(389,635	)		—					(389,635	)		—			—					(389,635	)
Cost of leasing activities		(162,275	)		—					(162,275	)		—			—					(162,275	)
Cost of sales		(27,232,496	)		10,412,425					(16,820,071	)		—			—					(16,820,071	)
Gross loss		(12,266,905	)		3,613,872					(8,653,033	)		—			—					(8,653,033	)
Operating expenses:
Research and development costs		(19,939,898	)		164,678		(bb	)		(19,775,220	)		—			—					(19,775,220	)
Selling and distribution costs		(5,213,739	)		430,905		(cc	)		(4,782,834	)		—			—					(4,782,834	)
Administrative expenses		(4,010,012	)		—					(4,010,012	)		(77,562	)		58,406		(gg	)		(4,029,168	)
Compensation expenses		(109,431	)		(157,349	)	(dd	)		(266,780	)		—			—					(266,780	)
Net other operating expenses		(716,379	)		—					(716,379	)		—			—					(716,379	)
Operating loss		(42,256,364	)		4,052,106					(38,204,258	)		(77,562	)		58,406					(38,223,414	)
Finance income		88,060			—					88,060			—			—					88,060
Finance costs		(7,959,840	)		—					(7,959,840	)		—			—					(7,959,840	)
Net gain on financial instruments at fair value through profit or loss		1,226,012			—					1,226,012			290,121			—					1,516,133
Change in fair value of note payable - Sponsor		—			—					—			13,313			(13,313	)	(hh	)		—
Income earned on Investments held in Trust Account		—			—					—			57,414			(57,414	)	(ii	)		—
Loss before income tax expense		(48,902,132	)		4,052,106					(44,850,026	)		283,286			(12,321	)				(44,579,061	)
Tax expense		(946,738	)		—		(ee	)		(946,738	)		—			—					(946,738	)
Net loss for the year		(49,848,870	)		4,052,106					(45,796,764	)		283,286			(12,321	)				(45,525,799	)
Net loss attributable to non-controlling interest		(65,075	)		4,052		(ff	)		(61,023	)		—			—					(61,023	)
Net loss attributable to controlling interest		(49,783,795	)		4,048,054					(45,735,741	)		283,286			(12,321	)				(45,464,776	)
Weighted-average VinFast’s ordinary shares outstanding, basic and diluted		2,299,008,659								2,299,008,659											2,322,170,695
Net loss per share attributable to VinFast’s ordinary shareholders, basic and diluted (VND)		(21,654	)							(19,895	)										(19,579	)
Weighted-average Black Spade’s redeemable Class A ordinary shares subject to possible redemption, basic and diluted													16,900,000
Basic and diluted net income per share of Black Spade’s redeemable Class A ordinary shares subject to possible redemption (VND)													13,435
Weighted-average Black Spade’s non-redeemable Class B ordinary shares outstanding, basic and diluted													4,225,000
Basic and diluted net income per share of Black Spade’s non-redeemable Class B ordinary shares (VND)													13,435

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

For the three months ended March 31, 2023

(in VND million, except share and per share data)

							Transactions
	VinFast (Historical)			Black Spade (Historical)			Accounting Adjustments					Pro Forma Combined
Revenues
Sales of vehicles		1,536,619			—			—					1,536,619
Sales of merchandise		38,269			—			—					38,269
Sales of spare parts and components		191,545			—			—					191,545
Rendering of services		74,721			—			—					74,721
Rental income
Revenue from leasing activities		130,472			—			—					130,472
Revenues		1,971,626			—			—					1,971,626
Cost of vehicles sold		(5,239,219	)		—			—					(5,239,219	)
Cost of merchandise sold		(38,533	)		—			—					(38,533	)
Cost of spare parts and components sold		(180,873	)		—			—					(180,873	)
Cost of rendering services		(173,466	)		—			—					(173,466	)
Cost of leasing activities		(148,305	)		—			—					(148,305	)
Cost of sales		(5,780,396	)		—			—					(5,780,396	)
Gross loss		(3,808,770	)		—			—					(3,808,770	)
Operating expenses
Research and development costs		(5,007,703	)		—			—					(5,007,703	)
Selling and distribution costs		(1,277,857	)		—			—					(1,277,857	)
Administrative expenses		(1,103,843	)		(11,750	)		5,283		(gg	)		(1,110,310	)
Net other operating income		55,900			—			—					55,900
Operating loss		(11,142,273	)		(11,750	)		5,283					(11,148,740	)
Finance income		15,213			—			—					15,213
Finance costs		(2,322,862	)		—			—					(2,322,862	)
Net loss on financial instruments at fair value through profit or loss		(671,463	)		(17,476	)		—					(688,939	)
Change in fair value of note payable - Sponsor		—			10,725			(10,725	)	(hh	)		—
Income earned on Investments held in Trust Account		—			42,874			(42,874	)	(ii	)		—
Loss before income tax expense		(14,121,385	)		24,373			(48,316	)				(14,145,328	)
Tax income		560			—			—					560
Net loss for the period		(14,120,825	)		24,373			(48,316	)				(14,144,768	)
Net loss attributable to non-controlling interest		(27,621	)		—			—					(27,621	)
Net loss attributable to controlling interest		(14,093,204	)		24,373			(48,316	)				(14,117,147	)
Weighted-average VinFast’s ordinary shares outstanding, basic and diluted		2,299,999,998											2,322,170,695
Net loss per share attributable to VinFast’s ordinary shareholders, basic and diluted (VND)		(6,127	)										(6,079	)
Weighted-average Black Spade’s redeemable Class A ordinary shares subject to possible redemption, basic and diluted					16,900,000
Basic and diluted net income per share of Black Spade’s redeemable Class A ordinary shares subject to possible redemption (VND)					1,178
Weighted-average Black Spade’s non-redeemable Class B ordinary shares outstanding, basic and diluted					4,225,000
Basic and diluted net income per share of Black Spade’s non-redeemable Class B ordinary shares (VND)					1,178

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Presentation

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions, the Gotion Investment and the ICE Production Phase-out and has been prepared for informational purposes only.

The unaudited pro forma adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.

VinFast and Black Spade did not have any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined balance sheet as of March 31, 2023, assumes that the Transactions and the Gotion Investment occurred on March 31, 2023. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 and for the three months ended March 31, 2023, presents the pro forma effects of the Transactions, the Gotion Investment and the ICE Production Phase-out as if they had been completed on January 1, 2022.

The unaudited pro forma condensed combined balance sheet as of March 31, 2023 has been prepared using, and should be read in conjunction with, the following:

• Black Spade’s unaudited condensed balance sheet as of March 31, 2023 and the related notes included in the Proxy Statement/Prospectus and incorporated by reference in the Report; and

• VinFast’s unaudited condensed consolidated balance sheet as of March 31, 2023 and the related notes included elsewhere in the Report.

The unaudited pro forma condensed statements of operations for the year ended December 31, 2022 and for the three months ended March 31, 2023 have been prepared using, and should be read in conjunction with, the following:

• Black Spade’s audited statements of operations for the year ended December 31, 2022 and unaudited condensed statements of operations for the three months ended March 31, 2023 and the related notes included in the Proxy Statement/Prospectus and incorporated by reference in the Report; and

• VinFast’s audited consolidated statements of operations for the year ended December 31, 2022 and unaudited condensed consolidated statements of operations for the three months ended March 31, 2023 and the related notes included elsewhere in the Report.

The historical financial statements of Black Spade have been translated into VND, from Black Spade’s reporting currency of United States dollars ($) using a published exchange rate of:

• the period-end exchange rate as of March 31, 2023 of $1.00 to 23,600 for the unaudited balance sheet.

• the average exchange rate for the year ended December 31, 2022 of $1.00 to 23,570 for the audited statements of operations for the year ended December 31, 2022; and

• the average exchange rate for the three months ended March 31, 2023 of $1.00 to 23,569 for the unaudited condensed statements of operations for the three months ended March 31, 2023.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Transactions, the Gotion Investment or the ICE Production Phase-out.

The pro forma adjustments reflecting the consummation of the Transactions, the Gotion Investment and the ICE Production Phase-out are based on certain currently available information and certain assumptions and methodologies that VinFast believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible that the difference may be material. VinFast believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Transactions, the Gotion Investment and the ICE Production Phase-out based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions, the Gotion Investment and the ICE Production Phase-out taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Post-Business Combination company. They should be read in conjunction with the historical financial statements and notes thereto of Black Spade and VinFast.

2. Accounting Policies

Upon consummation of the Transactions, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Post-Business Combination company following the Transactions.

3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transactions, the Gotion Investment and the ICE Production Phase-out and has been prepared for informational purposes only. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the Company upon consummation of the Transactions. Black Spade and VinFast have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of VinFast’s shares outstanding, assuming the Transactions, the Gotion Investment and the ICE Production Phase-out occurred on January 1, 2022.

ICE Production Phase-Out

The ICE Production Phase-out event was completed in 2022, and thus was reflected in VinFast’s audited consolidated balance sheet as of December 31, 2022.

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

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

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

(cc) Reflects the exclusion of VND430,9 billion in selling and distribution costs directly incurred with respect to sales of ICE vehicles (e.g. direct logistic expenses, promotion and advertisement expenses, warranty expenses relating to the extension of the ICE warranty policy for all ICE cars sold between 2019 and 2021 and to the earlier of 10 years or the first 200,000 kilometers) as reported in the historical financial statements of VinFast as of and for the year ended December 31, 2022 under the assumption that the ICE Production Phase-out event occurred on January 1, 2022 and selling and distribution costs relating to ICE vehicles will not be incurred after the transfer date. No adjustments are made for recurring selling and distribution costs, such as salary expenses and rental fees which were incurred for ICE vehicles, where these resources can be repurposed/reallocated for EV production after the cessation of ICE vehicle production activities.

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

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

As the post-Business Combination company does not file a consolidated tax return and both Black Spade and the Merger Sub are Cayman Islands companies that are tax exempted, the Company concluded that no pro forma adjustments are necessary.

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

The Transactions and the Gotion Investment

The Transactions Accounting Adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2023 are as follows:

(a) Represents pro forma adjustments to cash and cash equivalents to reflect the following:

	in VND million
Reclassification of Investments held in the Trust Account		4,088,982		(b	)
The payment to redeem Public Shares held by Public Shareholders		(3,772,292	)	(b	)
The Backstop Amount		391,310		(c	)
Proceeds from the Gotion Investment		3,540,000		(l	)
		4,248,000		(a	)

(b) Reflects the reclassification of $173.3 million (VND4,088,982 million) of investments held in the trust account of Black Spade (the “Trust Account”) that became available following the completion of the Transactions less the payment of $159.8 million (VND3,772,292 million) to redeem Public Shares from redeeming Public Shareholders.

(c) Reflects the Backstop Amount for a total of $30 million (VND708,000 million) less the amount of Public Shares that were not redeemed in connection with the Transactions of $13.4 million (VND316,690 million).

(d) Reflects the transaction costs of approximately $15.5 million (VND366,248 million) payable by VinFast in connection with the Transactions less the payment of Black Spade’s outstanding payables by the Sponsor (VND64,592 million).

(e) Reflects the conversion of the unsecured promissory notes issued by Black Spade to the Sponsor into an interest-free loan from the Sponsor to VinFast, with an aggregate face value of $1.15 million (VND27,140 million) in connection with the Transactions.

(f) Reflects the reversal of deferred underwriting commission which will be forfeited in connection with the Transactions.

(g) Reflects the redeemed value of $159.8 million (VND3,772,292 million) of Black Spade’s Class A ordinary shares subject to possible redemption and the reclassification of remaining $13.4 million (VND316,690 million) of Black Spade’s Class A ordinary shares subject to possible redemption to permanent equity after being converted into VinFast ordinary shares.

(h) Reflects the share consideration of $71.7 million (VND1,692,284 million) from the issuance of 7,170,697 VinFast ordinary shares at $10 per share.

(i) Reflects the reclassification of $422 (VND10 million) of Black Spade’s Class B ordinary shares to permanent equity after being converted into VinFast ordinary shares.

(j) Represents pro forma adjustments to additional paid-in capital to reflect the following:

	in VND million
Share consideration of VinFast ordinary shares		(1,692,284	)	(h	)
Transaction costs incurred		(301,656	)	(d	)
The conversion of the unsecured promissory notes		(24,069	)	(e	)
The reversal of deferred underwriting commission		139,594		(f	)
The Backstop Amount and the remaining investments held in the Trust Account		708,000		(c	)
Reclassification of Black Spade’s Class B ordinary shares		10		(i	)
Elimination of Black Spade’s accumulated losses		(231,032	)	(k	)
Additional paid-in capital		(1,401,437	)	(j	)

(k) Reflects the elimination of Blake Spade’s historical accumulated losses into additional paid-in capital.

(l) Reflects the cash consideration equal to the aggregate subscription price of $150 million from the issuance of 15,000,000 ordinary shares of VinFast at $10 per share to Gotion in a private placement pursuant to the Ordinary Shares Subscription Agreement.

The Transactions Accounting Adjustments included in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and for the three months ended March 31, 2023 are as follows:

(gg) Reflects the exclusion of material non-recurring expenses (i.e., professional fees which are not required by the Business Combination Agreement) assumed to be paid by the Sponsor on January 1, 2022, in accordance with the Article 5.5 (c) of the Sponsor Support Agreement, such expenses will not be incurred after the Transactions. No adjustments are made for recurring administrative expenses, such as directors’ and officers’ insurance and listing fees, which are expected to have a continuing impact on the combined results post-Closing.

(hh) Reflects the exclusion of change in fair value of note payable – Sponsor which will not be incurred after the Transactions.

(ii) Reflects the exclusion of income earned on investments held in Trust Account which will not be incurred after the Transactions.

4. Loss per Share

Net loss per share was calculated using the historical weighted average number of shares outstanding and the issuance of additional shares in connection with the Transactions and the Gotion Investment, assuming the shares were outstanding since January 1, 2022. As the Transactions and the Gotion Investment are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average number of shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Transactions and the Gotion Investment have been outstanding for the entire period presented. If the maximum number of shares are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

	Year Ended December 31, 2022			Three months ended March 31, 2023
Pro forma net loss attributable to controlling interest (in VND million)		(45,464,776	)		(14,117,147	)
Weighted average shares outstanding—basic and diluted		2,322,170,695			2,322,170,695
Pro forma net loss per share (in VND) —basic and diluted		(19,579	)		(6,079	)
Weighted average shares outstanding —basic and diluted		2,322,170,695			2,322,170,695
Public Shareholders		1,308,900			1,308,900
Sponsor and the other Initial Shareholders of Black Spade		4,225,000			4,225,000
Backstop Subscriber		1,636,797			1,636,797
Gotion Investment		15,000,000			15,000,000
Current VinFast shareholders		2,299,999,998			2,299,999,998

EX-15.2

Exhibit 15.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our Firm under the caption “Statement by Experts” and to the use of our report dated March 9, 2023, except for Note 25 as to which the date is August 18, 2023, with respect to the consolidated financial statements as of December 31, 2022 and 2021 and for the years then ended of VinFast Auto Ltd., included in the Shell Company Report on Form 20-F of VinFast Auto Ltd.

/s/ Ernst & Young Vietnam Limited

Ho Chi Minh city, Vietnam

August 18, 2023

EX-15.3

Exhibit 15.3

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in this Shell Company Report on Form 20-F of VinFast Auto Ltd. of our report dated March 10, 2023, which includes an explanatory paragraph as to Black Spade Acquisition Co’s ability to continue as a going concern, with respect to our audits of the financial statements of Black Spade Acquisition Co as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and for the period from March 3, 2021 (inception) through December 31, 2021, appearing in the Registration Statement on Form F-4 (File No. 333-272663) of VinFast Auto Ltd. initially filed with the Securities and Exchange Commission on June 15, 2023. We also consent to the reference to our Firm under the heading “Statement by Experts” in such Shell Company Report.

/s/ Marcum Asia CPAs LLP

Marcum Asia CPAs LLP

New York, NY

August 18, 2023

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