VPI Board Shake-Up: Independent Director Trinh Thanh Hai Resigns at Van Phu

Overview

Van Phu Real Estate Development (VPI, HOSE) disclosed that Trinh Thanh Hai has submitted his resignation as an independent board member and Chairman of the Audit Committee, citing personal reasons and a need to focus on commitments in the financial services sector. The resignation takes effect only after approval by the General Meeting of Shareholders and the Board of Directors under applicable law. The departure touches VPI’s governance structure at a time when the company is completing a 10% stock dividend and working toward a 2026 consolidated net profit target of VND 720 billion.

Key Facts

• Trinh Thanh Hai resigned as independent board member and Chairman of the Audit Committee of Van Phu (VPI), citing personal reasons and work commitments in financial services.
• The resignation is effective only after approval by the General Meeting of Shareholders and the Board of Directors, per legal regulations.
• Hai requested that the dismissal, replacement and related procedures be completed as soon as possible, and no later than 31/12/2026.
• VPI’s board currently has 8 members, including 2 independent directors: Trinh Thanh Hai and Nguyen Thai Son. Chairman is To Nhu Toan; Vice Chairmen are To Nhu Thang, Nguyen Dieu Tu and Trieu Huu Dai; other members are Pham Hong Chau and Do Thi Thanh Phuong.
• VPI closed the shareholder list on 8/9 for a 2025 stock dividend of 10%, issuing 32 million new shares (exercise ratio 10:1), funded from audited 2025 undistributed after-tax profit.
• Post-issuance, VPI’s outstanding shares would rise to more than 352 million units, equivalent to VND 3,520.5 billion in charter capital.
• H1 2026 net revenue reached over VND 1,136.8 billion, 2.7x the H1 2025 figure, with after-tax profit of nearly VND 197.2 billion, up 37% and equal to 27.4% of the 2026 plan.

What Happened

In a company announcement, Van Phu Real Estate Development (VPI) said it received a resignation letter from Trinh Thanh Hai covering both his role as an independent member of the Board of Directors and his position as Chairman of the Audit Committee. In the letter, Hai stated the decision stems from personal reasons, specifically the need to concentrate time on responsibilities in the financial services sector. He asked the board to promptly identify a suitable replacement to ensure continuity and stability in the company’s governance, and requested that the dismissal, personnel completion and related procedures be finalized early, if possible no later than 31 December 2026.

The filing does not disclose a transaction value, a specific replacement candidate, or a firm date for the shareholder vote; those details are not yet known. Under Vietnamese regulations, the resignation becomes effective only after the General Meeting of Shareholders and the Board of Directors approve it. VPI’s board currently comprises eight members, of whom only two are independent: Hai and Nguyen Thai Son. The board is chaired by To Nhu Toan, with three vice chairmen and two other members.

Market Context

VPI trades on the HOSE and closed at VND 58,700 on 9 September 2026, the same day the shareholder list was finalized for the 10% stock dividend. The stock sits within the Vietnamese real estate sector, which has been sensitive to credit conditions, bond maturity schedules and governance quality. VPI’s balance sheet shows total assets of more than VND 15,855 billion as of 30 June 2026, up 7.7% from the start of the year, with inventory of VND 6,600 billion accounting for 41.6% of assets. Total liabilities rose 9.4% to over VND 10,127 billion, including VND 7,399 billion of financial debt, of which bonds represent 39%, or more than VND 2,900 billion, with VND 648 billion maturing within 12 months.

Strategic Significance

The resignation matters less as a single boardroom event and more as a test of VPI’s governance pipeline. With only two independent directors, losing one leaves the board temporarily below a comfortable independence threshold and vacates the audit committee chair, a role central to overseeing related-party transactions, bond disclosures and financial reporting at a developer carrying VND 2,900 billion in bonds. How quickly VPI names a qualified replacement, and whether the successor has genuine audit and financial-services credentials, will signal whether the company treats governance as a compliance formality or a strategic priority. The requested 31/12/2026 deadline gives management a clear window to act before the 2026 fiscal year closes.

What to Watch

• VPI board or shareholder resolution formally accepting Hai’s resignation and appointing a replacement independent director.
• Announcement of a new Audit Committee chairman and the successor’s qualifications and independence status.
• Timing of the General Meeting of Shareholders vote, given Hai’s requested completion by 31/12/2026.
• Q3 2026 earnings release, tracking progress toward the VND 720 billion full-year net profit plan.
• Completion of the 32 million-share stock dividend and the resulting 352 million-share outstanding count.