Tencent, Ant Group hold 26% of voting shares

According to a filing with the US Securities and Exchange Commission (SEC), VNG Limited has just submitted an application under form F-1 to list its shares on the US Nasdaq Global Select Market.

VNG Limited is headquartered in the Cayman Islands. Major shareholders include Mr. Le Hong Minh, Mr. Vuong Quang Khai, Tencent and Ant Group (2 Chinese enterprises) and Singapore's GIC investment fund.

Mr. Le Hong Minh is the General Director and Mr. Vuong Quang Khai is the Permanent Deputy General Director of VNG Corporation (Upcom: VNZ). Mr. Le Hong Minh and Mr. Vuong Quang Khai own 12.6 and 1.68 million Class B shares, respectively, with voting rights at VNG Limited of 45% and 6%.

VNG Limited currently owns 49% of the “unicorn” VNG Corporation. VNG Corporation is a Vietnamese technology unicorn, owning the Zalo application. VNG has many large projects and is in the leading position in the field of online games and advertising. ZaloPay is considered one of the leading digital wallets in Vietnam. In addition, VNG has a data center VNG Data Center…

*Tencent and Ant Group hold a large amount of Class A shares of VNG Limited.*

According to the filing with the SEC, VNG Limited has two Chinese shareholders: Tencent of billionaire Ma Huateng and Ant Group.

Specifically, according to Form F-1 submitted to the SEC, VNG Limited has 2 types of outstanding shares, including Class A common shares and Class B common shares. In which, 1 Class B share corresponds to 10 voting rights, while 1 Class A share only corresponds to 1 voting right.

These are 2 types of shares for 2 separate groups of shareholders: foreign shareholders and VNG's board of directors.

Meanwhile, Tencent is the largest foreign shareholder, owning more than 65 million Class A shares (equivalent to 23% voting rights). Ant Group owns more than 7.77 million Class A shares (equivalent to 2.8% voting rights).

In addition, GIC owns nearly 15.3 million Class A shares of VNG Limited. Seletar Investments owns more than 9.4 million Class A shares, equivalent to 3.4% voting rights.

Thus, the number of shares held by the 2 Chinese shareholders is overwhelming, with a total of nearly 72.8 million units. Including the 4 foreign shareholders, this group holds more than 97.6 million Class A shares of VNG Limited.

On the other hand, two shareholders Le Hong Minh and Vuong Quang Khai hold more than 14.3 million class B shares of VNG Limited.

However, according to regulations, Class B shares have a voting power 10 times that of Class A shares. Therefore, Mr. Minh and Mr. Khai are holding an overwhelming voting power, at 51%, even though they hold much fewer shares.

Tencent is said to have invested in VNG since 2010. However, from then until before submitting the documents to the SEC on August 24, both sides have not officially confirmed this information publicly, even though there have been leaders from Tencent moving to VNG.

VNG Corporation was established in 2004, with the original name Vinagame Joint Stock Company and a charter capital of VND15 billion. This enterprise had many plans to list internationally but failed.

In 2017, VNG also signed a memorandum of understanding to list on Nasdaq in the US. Then, in 2021, according to Bloomberg, VNG considered listing shares in the US through a merger with a special purpose acquisition company (SPAC) with a valuation of 2-3 billion USD.

In 2014, VNG was valued at 1 billion USD. In 2019, Singapore Government's Temasek Investment Fund valued VNG at 2.2 billion USD.

In early 2023, VNG registered to trade on Vietnam's Upcom stock exchange with the first session price of VND240,000/share. By February 16, VNZ shares reached more than VND1.56 million/share, equivalent to a capitalization of more than VND55.9 trillion (about USD2.3 billion).

VNG currently has a capitalization of 29,500 billion VND (equivalent to more than 1.2 billion USD).

Why did VNG take a detour through the Cayman tax haven to list on the US stock exchange? Vietnamese technology unicorn VNG, with CEO Le Hong Minh, may soon be listed on the US stock exchange after a major shareholder in the Cayman tax haven filed an application to list its shares on the Nasdaq stock exchange.

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