Dai Viet Group's CEO sold two subsidiaries without a shareholder vote — fined

Dai Viet Group (DVG, UPCoM) is a Vietnamese paint and coatings maker founded in 2006. In August 2026 the State Securities Commission's inspectorate fined its chief executive, Du Thi Van — a board member since 2023 who holds both the director seat and the CEO job — VND92.5 million for signing and executing contracts and transactions that the shareholders' general meeting had never approved. The acts named: signing share-transfer contracts around Investment TCTC JSC, and pulling Dai Viet's entire capital out of Viet My Oil and Gas International JSC.

The deals themselves were not small. In October 2025 the board alone resolved to divest 96.78% of Viet My Oil and Gas International and 94.74% of DVH Group, at combined book value of about VND215.8 billion, and to spend the proceeds buying roughly 21.6 million shares of Investment TCTC, a Quang Binh tree-planting company, at VND10,000 each. By 30 June 2026, DVG owned 84.01% of TCTC, which had quietly become its new core subsidiary.

The company this happened to was already in distress. Auditors refused an opinion on the 2023 financial statements and stopped short of full approval for 2024 and 2025; the HNX restricted DVG to Friday-only trading sessions from March 2026; and the stock changed hands around VND900, a market capitalization of about VND25.2 billion, down roughly a quarter in three months. Nearly 80% of the register sat in holdings under 5%, so no sizable outside shareholder was positioned to block or sue over the missing vote.

VND92.5 million fine (about US$5,800) on the CEO personally, for deals reshaping a company now worth about VND25.2 billion in total

The company treated an October 2025 board resolution as license enough, while transactions of this size under Vietnam's enterprise rules required the shareholders' assembly.

The free float was fragmented — 79.9% of shares in parcels under 5% — leaving no major outside holder with both the stake and the incentive to stop the deal.

DVG had been in audit limbo since the 2023 no-opinion, exactly when internal controls over major commitments are weakest.

The economics made bypassing the vote rational: the personal fine was about US$5,800 against a completed VND215.8 billion reshaping of the company.

A board resolution is not a shareholder mandate. When ownership is fragmented and the auditor has stopped giving opinions, big related deals can slide through on one executive's signature.

The VND92.5 million fine on the CEO was issued on 3 August 2026, with the TCTC stake already consolidated at 84.01% by mid-year. DVG remains on restricted Friday-only trading on HNX, its auditors still declining full opinions on 2024-2025 accounts, and the stock sat near VND900 — touching VND800 on 31 July — with many sessions seeing no trades at all.