BSR’s ownership paradox: 56,000 shareholders but fails public company criteria as PVN holds 92%

Binh Son Refining and Petrochemical JSC (BSR) has more than 56,000 shareholders but does not meet public company requirements due to a limited free float, as state-owned Petrovietnam retains over 92% ownership.

In a filing to the State Securities Commission and the Ho Chi Minh Stock Exchange (HoSE), BSR said it no longer satisfies conditions to qualify as a public company.

According to a shareholder list dated March 11, 2026, compiled by the Vietnam Securities Depository and Clearing Corporation, BSR had 56,356 shareholders. Of these, 56,355 non-major shareholders held voting shares, representing just 7.78% ownership.

This falls short of regulatory requirements mandating that at least 10% of voting shares be held by a minimum of 100 non-major investors.

The issue is not the number of shareholders but the lack of freely tradable shares, which determines whether a company is effectively “public”.

BSR said it has one year to remedy the situation under the amended Securities Law and will continue working with regulators while developing a capital restructuring plan.

However, the core issue lies in its ownership structure. Petrovietnam currently holds 92.13% of BSR, significantly limiting the company’s free float.

To address this, Petrovietnam would need to divest at least a 2.13% stake, or BSR would need to issue new shares to outside investors to dilute state ownership.

At its 2025 AGM, BSR chairman Bui Ngoc Duong said the company was seeking strategic investors to reduce Petrovietnam’s stake. The firm also requires substantial funding for upgrading and expanding the Dung Quat refinery and other phase-two projects, including the Long Son petrochemical and energy complex, with total investment estimated at $13 billion.

BSR said it has held discussions with several partners, particularly investors from the Middle East, who have expressed interest in Vietnam’s refining and petrochemical sector.

However, nearly a year on, no concrete progress has been made on divestment or strategic share sales, with plans still at the proposal stage.

With 92% of shares concentrated in a single shareholder, the notion of a “public company” becomes largely nominal.

A broader issue among state-controlled firms

BSR’s case is not unique. PV Gas (GAS) has also reported failing to meet public company criteria despite having thousands of shareholders, as Petrovietnam holds a 95.76% stake.

Under a 2017-2020 restructuring roadmap, Petrovietnam had planned to reduce its ownership in PV Gas to 65%, but the plan has been repeatedly delayed over many years. At AGMs, divestment remains a recurring topic, with responses typically citing ongoing proposal reviews and pending final approval.

On the stock market, free float plays a critical role in ensuring liquidity, limiting price manipulation risks and reflecting fair enterprise value. A higher free float also enables companies to raise capital more effectively, rather than relying on a controlling shareholder.

According to BIDV Securities, the state remains the largest shareholder group in Vietnam’s stock market, accounting for nearly one-third of total market capitalization. State ownership in listed firms has edged down slightly from 32.22% in 2023 to around 31%.

As Vietnam’s stock market enters a new phase, aiming for an upgrade by FTSE Russell and eventual inclusion in MSCI indices, improving free float and diversifying ownership structures are seen as key to attracting foreign capital.

Without meaningful reductions in state ownership, companies like BSR risk remaining stuck in a paradox: publicly listed in name, but lacking the market dynamics needed for share prices to reflect true supply, demand and underlying value.

On the Ho Chi Minh Stock Exchange (HoSE), BSR closed Friday at VND28,050 ($1.07), down 4.27%.