TCI Board Resigns En Masse as Major Shareholders Divest, Profit Plunges 79%

Overview

All three board members of Thanh Cong Securities (TCI) have resigned, including Chairman Nguyen Khanh Linh and Vice Chairmen Nguyen Dong Hai and Nguyen Quoc Viet, citing personal reasons. The mass resignation follows major shareholder Sài Gòn 3 Capital’s registration to divest nearly 21.6 million shares and a 79% drop in net profit for 2025, raising governance and strategic concerns for the brokerage.

Key Facts

• Chairman Nguyen Khanh Linh and two Vice Chairmen Nguyen Dong Hai and Nguyen Quoc Viet submitted resignation letters, all citing personal reasons.
• Two other board members, Tran Bao Toan and Dinh Tran Lac Thien, had previously resigned, leaving the entire board intending to step down despite a term through 2028.
• Major shareholder Sài Gòn 3 Capital (a subsidiary of SGI Holdings, holding 54.79%) registered to sell nearly 21.6 million TCI shares (reducing stake to 36.14%) from June 16 to July 15.
• Another shareholder, Sài Gòn 3 Jean, registered to sell its entire 3.4 million TCI shares, exiting completely.
• TCI’s 2025 net profit fell 79% year-on-year to VND 12 billion, despite a 73% revenue increase to VND 395.1 billion, missing its plan.
• The annual general meeting on June 20 will vote on the resignations, elect a new 5-member board for 2026-2031, and consider switching to a governance model without a supervisory board.
• TCI’s 2026 targets: revenue of VND 233 billion and net profit of VND 14.3 billion, focusing on margin lending, brokerage, and proprietary trading.

What Happened

Thanh Cong Securities (TCI) announced it received resignation letters from all three members of its Board of Directors: Chairman Nguyen Khanh Linh and Vice Chairmen Nguyen Dong Hai and Nguyen Quoc Viet, all citing personal reasons. Chairman Linh, who has led TCI since 2019 and holds no shares, is also involved in leadership roles at other SGI Holdings companies. Sài Gòn 3 Capital, a subsidiary of SGI Holdings, is TCI’s largest shareholder with 54.79%.

The resignations follow a wave of board departures: two other members, Tran Bao Toan and Dinh Tran Lac Thien, had already resigned. The entire current board intends to leave despite their term extending to 2028. The moves come after major shareholders linked to SGI Holdings registered to divest. Sài Gòn 3 Capital plans to sell nearly 21.6 million shares for financial investment purposes, reducing its stake to 36.14%, while Sài Gòn 3 Jean aims to sell its entire 3.4 million shares, exiting completely. The transactions are scheduled from June 16 to July 15.

The resignations will be approved at the annual general meeting on June 20, where shareholders will also elect a new five-member board for the 2026-2031 term and vote on transitioning to a governance model without a supervisory board, including dismissing all three current supervisory board members.

Market Context

TCI shares closed at VND 10,600 on June 19, down 1.85% with low volume of 69,100 shares, reflecting investor caution. The brokerage, listed on HOSE, has seen its stock decline amid the governance turmoil and weak earnings. The 79% net profit drop in 2025, despite strong revenue growth, highlights margin compression from rising operating costs. The sector has been under pressure from a sluggish market recovery, and TCI’s strategic pivot to margin lending and proprietary trading aims to capture the expected rebound.

Strategic Significance

The mass resignation of TCI’s board, coupled with major shareholder divestment, signals a potential loss of confidence in the company’s direction and governance. The shift to a new board and governance model without a supervisory board could streamline decision-making but also raises concerns about oversight. The divestment by SGI Holdings-related entities may indicate a strategic retreat from the securities sector, leaving TCI to seek new anchor investors. The company’s focus on margin lending and proprietary trading is a bet on market recovery, but the 2025 profit collapse suggests execution risks. Long-term investors should monitor the new board’s composition and strategic plan.

What to Watch

• Outcome of the June 20 annual general meeting: approval of resignations, election of new board, and governance model change.
• Completion of Sài Gòn 3 Capital’s share sale (by July 15) and any subsequent stake changes by other major shareholders.
• TCI’s Q1 2026 earnings report to assess whether cost controls and margin lending growth are improving profitability.
• Any announcements of new strategic partnerships or capital injections following the board overhaul.
• Regulatory filings regarding the new board’s background and any related-party transactions.