PNJ Chair Cao Thi Ngoc Dung: Daughter's Forced Sale Unintended, Family to Skip New Board

Overview

PNJ Chairwoman Cao Thi Ngoc Dung told shareholders that her daughter’s recent forced sale of PNJ shares was unintended, and that the family will not nominate a candidate to the new board. Management also clarified that a proposed issuance of up to 550 million shares is intended to raise capital, not to install a controlling shareholder, and that no investor has made a commitment. The remarks came in response to shareholder questions at the company’s general meeting, according to the source report.

Key Facts

• Chairwoman Cao Thi Ngoc Dung confirmed her daughter’s PNJ shares were sold via forced liquidation (giải chấp) against the family’s wishes.
• The family has sold PNJ shares to redirect money toward supporting the company during a difficult period, per the chairwoman.
• Dung said she personally lent PNJ VND 700 billion to support liquidity.
• The family will not nominate anyone to the new Board of Directors; CEO Phan Quốc Công said no additional board nominations had been received by the meeting date.
• PNJ proposes issuing up to 550 million shares, described as a maximum authorization rather than a fixed plan.
• The 51.8% figure is the maximum stake a new investor could hold, and only if the full 550 million shares are issued at the low end of the price range.
• PNJ said it has no commitments or binding arrangements with any investor for this placement and will hire an independent adviser after the meeting.

What Happened

Speaking at the general meeting, Cao Thi Ngoc Dung, Chairwoman of PNJ’s Board of Directors, addressed shareholder challenges over why her family has repeatedly reduced its ownership while the company faces difficulties and the share price has fallen. She said the family sold shares to move money toward supporting the company, that the transactions complied with law and PNJ’s charter, and that PNJ remains her largest personal investment. She also disclosed that her daughter’s shares were recently sold through forced liquidation, which she described as outside the family’s intentions, and said she has been affected by the share-price decline like other investors.

On governance, Dung said the family will not nominate anyone to the new board. CEO Phan Quốc Công added that as of the meeting the company had received no additional board nominations. On the issuance, management said the up-to-550-million-share plan is a maximum authorization requested from shareholders, with the actual number depending on total capital needed and the offering price. A higher price would mean fewer shares sold and less dilution. Management said the 51.8% level represents the maximum proportion a new investor could hold, not a target, and that PNJ has no commitments or binding terms with any investor for this placement. The company plans to engage an independent adviser after the meeting to implement the plan and identify suitable investors.

Market Context

PNJ trades on HOSE and closed at 20.0 on 2026-10-21, up 1.77% on volume of 7,390,700 shares. The stock has been under pressure amid a weaker jewelry retail cycle, and the chairwoman’s comments tie the family’s selling and the share-price decline directly to that backdrop. The clarification on the 550 million share plan matters for the overhang: a placement of that size, if fully executed, would be highly dilutive, so management’s emphasis on a maximum authorization and price-dependent sizing is aimed at limiting perceived dilution risk.

Strategic Significance

The central issue for long-term holders is control and dilution, not the forced sale itself. By ruling out a family board nomination and describing the issuance as capital raising rather than a search for a controlling shareholder, PNJ’s leadership is signaling that the founding family intends to step back from board representation while retaining an economic interest. That reduces the risk of a contested control transition but leaves the company’s ownership structure genuinely open. The VND 700 billion loan from the chairwoman also highlights how tight liquidity has been, and how dependent the company has been on founder support during the downturn.

What to Watch

• The final issuance terms: actual share count, offering price and dilution, expected after an independent adviser is appointed.
• Any disclosure of investor commitments or binding agreements for the placement.
• The new Board of Directors composition and whether the family retains any formal role.
• PNJ’s quarterly earnings and gross margin trend in jewelry retail, which underpin the recovery thesis.
• Further disclosures on the VND 700 billion shareholder loan and its repayment terms.