Vinhomes Unit Truong Minh Absorbs Hung Yen New Urban JSC in VND 3,738B Merger

Overview

Truong Minh Real Estate, a Vinhomes-linked entity that owns the Dream City project (Vinhomes Ocean Park 2) in Hưng Yên, will absorb Công ty CP Đầu tư và Phát triển Đô thị mới Hưng Yên, which ceases to exist following the merger. The transaction consolidates the Hưng Yên urban platform under a single legal entity with charter capital above VND 3,738 billion, against a backdrop of widening losses and sharply higher liabilities at the surviving company.

Key Facts

• The Board of Members of BĐS Trường Minh approved the merger by resolution dated 31/10/2026, disclosed to HNX and bondholders as an unusual information event.
• Đầu tư và Phát triển Đô thị mới Hưng Yên will terminate its existence; Trường Minh retains its name and absorbs all assets, rights, obligations and legitimate interests.
• Post-merger charter capital at BĐS Trường Minh is more than VND 3,738 billion, unchanged from its 18/9/2026 level.
• BĐS Trường Minh was established in August 2022 with initial charter capital above VND 3,501 billion; Vinhomes held 99.9% and Nguyễn Thủy Hà held 0.1%.
• Current shareholders are Công ty CP Đầu tư và Phát triển đô thị Hưng Yên at 98% and Dương Đình Lộc at 2%; legal representative is Chairman Ngô Văn Kiên.
• H1 2026 net loss was nearly VND 108 billion, versus a profit of more than VND 37 billion in H1 2025; accumulated undistributed loss reached more than VND 106 billion at 30/6/2026.
• Total liabilities rose from more than VND 9,110 billion to nearly VND 26,775 billion, driven by other payables rising to VND 16,775 billion and VND 10,000 billion of new bond issuance.

What Happened

In a filing sent to the Hà Nội Stock Exchange (HNX) and to holders of its bonds, Công ty TNHH Đầu tư và Phát triển BĐS Trường Minh said its Board of Members issued a resolution on 31/10/2026 approving the absorption of Công ty CP Đầu tư và Phát triển Đô thị mới Hưng Yên. Under the terms described, the target company ceases to exist, and Trường Minh assumes the full set of assets, rights, obligations and legal interests of the merged entity while keeping its own corporate name.

The filing states that Trường Minh’s charter capital after the merger stands at more than VND 3,738 billion. The company was set up in August 2022 with charter capital above VND 3,501 billion, originally 99.9% owned by Công ty CP Vinhomes, and is headquartered at the Dream City ecological urban area project in Hưng Yên, marketed as Vinhomes Ocean Park 2. Its shareholder base has since shifted to Công ty CP Đầu tư và Phát triển đô thị Hưng Yên (98%) and individual investor Dương Đình Lộc (2%). The filing does not disclose the transaction value of the merger or the consideration, if any, exchanged between the parties.

Market Context

Vinhomes (VHM) trades on HOSE and closed at VND 61,900 on 3 November 2026. The merger news lands in a Vietnamese real estate sector still working through leverage and liquidity constraints, where developers have leaned on bond issuance and internal restructurings to fund large urban projects. Trường Minh’s balance sheet illustrates the pattern: bank debt has been cleared, but total liabilities have nearly tripled year on year, and the company has replaced bank borrowing with VND 10,000 billion of bonds and a large increase in other payables.

Strategic Significance

The merger simplifies the legal structure around Vinhomes Ocean Park 2 by folding the Hưng Yên project company into the entity that already holds the Dream City asset, which should reduce administrative duplication and clarify which balance sheet carries the project’s obligations. For VHM shareholders, the more relevant signal is financial rather than legal: the surviving entity is loss-making, carries negative retained earnings, and has taken on substantial bond and other-payable obligations. Consolidating the Hưng Yên vehicle concentrates those liabilities in one place, making the funding and handover schedule for Ocean Park 2 easier to monitor but also harder to insulate from the wider Vinhomes consolidated accounts.

What to Watch

• Vinhomes’ next consolidated financial statements for any disclosure on the merger’s accounting treatment and impact on minority interests.
• Further HNX filings on Trường Minh’s VND 10,000 billion bond issuance, including coupon terms, maturity and collateral.
• Progress disclosures on Vinhomes Ocean Park 2 handovers and sales absorption in Hưng Yên.
• Any revision to the 98% / 2% ownership structure at Trường Minh following the absorption.
• VHM trading volume and foreign-ownership data around the 3 November 2026 close of VND 61,900.