CEO of Van Dien Phosphate: Not yet resolved all recommendations of the State Audit
The contract with HUD4 in Thanh Hoa has not been settled for many years, continuing to cause Van Dien Phosphate to receive an audit qualified opinion, and the current shareholder structure may still force the enterprise to delist even if the financial issues are resolved.
Must complete final settlement to determine responsibility
At the 2026 Annual General Meeting of Shareholders held on the morning of June 28, shareholders of Van Dien Fused Phosphate Joint Stock Company (UPCoM: VAF) continued to question the management about handling individual and collective responsibilities related to the project in Bim Son, Thanh Hoa.
Responding to shareholders, Mr. Van Hong Son – General Director of Van Dien Phosphate, said the enterprise currently cannot complete the review of responsibilities as recommended by the State Audit. Out of a total of 8 recommendations, the company has completed 5 items, and 3 items are still being processed.
Specifically, the Board of Directors, Management Board, and Party Committee of the company have conducted reviews of all relevant officials, from Board members, dismissal of the General Director, Chief Accountant, and have disciplined some officials from the 2018-2019 period. However, disciplining officials and determining compensation responsibility are two different matters.
"Discipline has been carried out, but compensation or specific details require another step. To do that, we must wait for the project's final settlement," Mr. Son said.
Mr. Van Hong Son – General Director of Van Dien Phosphate.
According to Mr. Son, the enterprise conducted a preliminary review of officials involved in the old project in Bim Son. However, only after the final settlement and liquidation results are available will Van Dien Phosphate have a basis to determine the actual value of damages, causes, and specific responsibilities of each individual and relevant entity.
Mr. Van Hong Son said that the Bim Son project is also the reason the audit continues to issue a qualified opinion on Van Dien Phosphate's financial statements. The General Director of VAF noted that this issue is not new but has persisted since 2013.
By 2025, after the AGM issued a resolution on the matter, the enterprise began hiring an independent consultant to settle the project.
According to VAF leadership, the qualified opinion can only be resolved after the enterprise completes the entire settlement, reconciliation, and contract liquidation with contractors.
"The solution is to accelerate the settlement progress. Once settled, we will reconcile and liquidate with contractors," Mr. Son stated.
Thus, the Bim Son issue currently has two related but separately handled components. First, the settlement of the old contract with HUD4, mentioned in the audited financial statements and the State Audit report. This is also the basis for the audit to recommend reviewing and handling the responsibilities of related individuals and entities.
Second, the project to relocate the factory from Hanoi to Bim Son, approved by VAF's AGM in 2025 but still behind schedule. Therefore, the enterprise needs to finalize obligations arising from the old contract according to court rulings, while subsequently signing a lease for the same land to implement the relocation project.
Even without qualified opinion, VAF stock may still have to delist
Shareholders also questioned the plan to maintain VAF trading when the enterprise no longer meets the shareholder structure conditions of a public company.
Responding to this issue, Mr. Van Hong Son believed that even after completing the project settlement and resolving the audit qualified opinion, VAF still does not meet the condition regarding the proportion of shares held by small shareholders.
According to information provided by the General Director of VAF at the meeting, the proportion of shares held by outside shareholders is currently only about 8%, below the minimum 10% required by regulations.
"Given the current situation, it will probably never return. Because according to the Securities Law, our shareholder structure is only 8%, not 10%," Mr. Son said when referring to the possibility of VAF stock resuming trading after resolving the issues.
The shareholder structure can only change if major shareholders, including Vietnam Chemical Group or Hoang Ngan, reduce their capital and sell shares externally.
According to Mr. Son, the shareholder structure can only change if major shareholders, such as Vietnam Chemical Group or Hoang Ngan, divest and sell shares to the outside.
If major shareholders do not change their ownership ratios, resolving the qualified opinion will not be enough for VAF to meet the shareholder structure conditions.
The management expects that in October 2026, if on schedule, the enterprise will hold an extraordinary AGM to present shareholders for approval of project-related matters, and report on the plan to handle the delisting of VAF shares.
According to Mr. Son, the enterprise received a notice about the shareholder structure issue in November 2025. If this situation is not resolved by November 2026, VAF will have to carry out related procedures as it no longer meets the conditions of a public company.
Pham Thi Thanh Loan
