In a filing with the US Securities and Exchange Commission, VNG Limited - the largest shareholder and controlling entity of VNG Vietnam - has just named foreign shareholders Tencent and Ant Group.
VNG has just announced that VNG Limited has filed a registration form F-1 with the US Securities and Exchange Commission (SEC). VNG Limited, the largest shareholder of VNG, plans to launch an initial public offering (IPO) of Class A common stock on the Nasdaq Global Select Market under the trading code VNG.
The filing states that VNG Limited holds a direct 49% stake in VNG Corporation, acquired from foreign shareholders. However, the company assesses that, based on ownership and other factors such as the dispersion and voting history of the remaining shares in VNG Corporation, VNG Limited will have control of the legal entity in Vietnam immediately before the IPO.
VNG Limited also has an agreement and has control over BigV Technology Company - the second largest shareholder at VNG, after completing the IPO.
According to the filing to the SEC, the expected shareholder structure after the IPO at the company controlling VNG includes a series of large corporations, including Tencent, Ant Group and GIC - an investment fund of the Singapore Government.
VNG Limited's outstanding shares are divided into two types, Class A common shares and Class B common shares. Each Class B share carries 10 voting rights, while each Class A share carries only 1 voting right. These two types of shares are issued to two separate groups of shareholders, which are foreign shareholders and VNG's board of directors.
VNG's two founding shareholders, 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%. The filing stated that Mr. Minh and Mr. Khai are identified as a group of shareholders, with a total ownership of 51% and holding the right to control VNG Limited.
Meanwhile, Tencent is the largest foreign shareholder, owning more than 65 million Class A shares, equivalent to 23% voting rights. Tencent's ownership includes more than 43 million shares of Tenacious Bulldog Holdings Limited, 14.5 million shares of Prosperous Prince Enterprises Limited and more than 7.5 million shares to be issued after the IPO.
Tenacious Bulldog and Prosperous Prince Enterprises are two companies registered in the "tax haven" British Virgin Islands, which appeared on the list of major shareholders at VNG in 2018. According to the filing with the SEC, VNG Limited said both companies are under the control of Tencent Holdings.
GIC, through Gamvest Pte, and Ant Group - formerly owned by Jack Ma, through Ant International Technologies, own 15.2 and 7.77 million Class A shares, or 5.4% and 2.8% of voting rights, respectively, in VNG Limited. Seletar Investments owns 3.4%.
VNG was established in 2004, originally named Vina Game Joint Stock Company (Vinagame), with a charter capital of 15 billion VND. The company's charter capital is currently over 287 billion VND, after having just canceled over 7.1 million treasury shares.
Listing shares on an international stock exchange is one of the plans that VNG has long cherished. In 2017, VNG signed a memorandum of understanding on listing on Nasdaq in the US. However, this activity did not progress later.
In 2021, Bloomberg reported that VNG was considering a US listing through a merger with a special purpose acquisition company (SPAC). If the transaction goes through, it could value VNG at $2-3 billion.
According to Newzoo , a company specializing in game market research, VNG is currently the leading game publisher in the Vietnamese market, and also owns Zalo - the most popular messaging app in Vietnam with more than 75 million monthly active users and a number of other applications.
In early 2023, VNG shares were registered for trading on the UPCoM market. VNZ started with a reference price of VND 240,000 in the first trading session in early January. After that, this stock quickly became the code with the highest market price on the stock market with a series of consecutive ceiling price sessions, with only 100 shares matched. At one point, VNG's stock price exceeded VND 1.2 million. However, profit-taking pressure later caused VNZ to fall below the VND 1 million threshold.
In the past month, this code has increased in price by more than 50%. However, the average trading volume is still only about 2,500 shares per session.
In the first half of the year, VNG achieved revenue of more than VND4,000 billion and pre-tax profit of nearly VND50 billion. VNG's main business activities include online games, connection platforms, payment and finance, and cloud services. The company also operates in Hong Kong, Thailand, Singapore, the Philippines, Myanmar, Taiwan, and Indonesia.
The business segment that brings in the most revenue for VNG is online game services, accounting for about 70-80% of total revenue in recent years.
Minh Son
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