Van Phu (VPI) Plans 35.2 Million Share Dividend, 10:1 Ratio for Q4 2026

Overview

Van Phu Real Estate Development JSC (HOSE: VPI) has approved a plan to issue more than 35.2 million shares as a stock dividend for the second 2025 payout, at a 10:1 ratio, with execution targeted for Q4 2026. The issuance, funded from audited 2025 retained earnings, would raise charter capital from VND 3,520.5 billion to nearly VND 3,872.6 billion. Shareholders also approved a board change, replacing independent member Trinh Thanh Hai with Nguyen Van Vu.

Key Facts

• Issuance size: more than 35.2 million shares, at a 10:1 ratio (10 shares held yields 1 new share).
• Par value of the issue: more than VND 352 billion, funded from undistributed after-tax profit as of 31 December 2025 per the audited 2025 standalone financial statements.
• Charter capital to rise from VND 3,520.5 billion to nearly VND 3,872.6 billion on completion.
• Expected timing: Q4 2026, after the State Securities Commission (UBCKNN) confirms receipt of complete issuance documentation.
• New shares carry no transfer restrictions.
• The 2026 annual general meeting had already approved a 10% stock dividend for 2025 profit distribution, completed in September 2026.
• Board change: Trinh Thanh Hai resigned as independent board member (2025-2030 term); Nguyen Van Vu, born 1966, was elected to fill the remaining term. He is currently Deputy General Director of Dong A Auditing Co. and holds no VPI shares.

What Happened

Van Phu disclosed the plan through a board resolution, following shareholder approval by written ballot in early October 2026. The company said the new shares will be paid from undistributed after-tax profit recorded in its audited 2025 standalone financial statements, and that the issue will proceed only after the State Securities Commission issues written confirmation that it has received the full set of issuance documents. The shares will not be restricted from transfer.

This is the second stock dividend for the 2025 fiscal year. The 2026 annual general meeting had approved a 10% stock dividend, which the company completed in September 2026. The same written-ballot process also handled board composition: shareholders accepted Trinh Thanh Hai’s resignation as an independent board member for the 2025-2030 term and elected Nguyen Van Vu, an audit professional, to serve the remainder. The board now has eight members, chaired by To Nhu Toan, with Nguyen Thai Son and Nguyen Van Vu as the two independent members.

Market Context

VPI closed at VND 57,400 on 23 October 2026 on HOSE. The stock dividend is a capital-raising mechanic rather than a cash return, and at a 10:1 ratio the theoretical ex-rights adjustment is roughly 9%, though the actual reference price will be set by the exchange on the ex-date. The real estate sector on HOSE has been shaped by slow residential absorption and tight credit for developers, which makes retained-earnings-funded share issuance a common route for builders seeking to preserve cash while meeting dividend expectations. Van Phu’s repeated use of stock dividends in 2026 signals a preference for balance-sheet preservation over cash distribution.

Strategic Significance

The core thesis for VPI holders is dilution mechanics versus book value: a 10:1 stock dividend increases share count by 10% without raising new cash, so per-share metrics adjust downward while total equity is unchanged. What matters is whether the enlarged capital base supports the company’s project pipeline and whether earnings per share recover after the dilution. The board addition of an independent member with an auditing background may be read as a governance signal, particularly around financial reporting controls as the company scales its charter capital. Investors should note that the issuance depends on regulatory clearance, and the company has not disclosed a firm ex-date or record date.

What to Watch

• State Securities Commission written confirmation of complete issuance documentation, the stated precondition for the Q4 2026 timetable.
• Board resolution setting the record date and ex-dividend date, which will determine the exchange’s reference price adjustment.
• Q3 2026 financial statements, to assess retained earnings headroom and whether a further stock dividend is feasible for 2026 profits.
• Any disclosure on the use of the enlarged charter capital, including project-level funding or capital contributions.
• Updates on independent board member Nguyen Van Vu’s committee assignments and any audit or risk oversight role.