Property developers Novaland, litigation-embroiled Van Thinh Phat have close ties

Real estate developers Novaland and litigation-embroiled Van Thinh Phat Group have a close relationship that extends beyond the projects of Tizco JSC in the Mekong Delta province of Long An to many high-profile deals in the Ho Chi Minh City market.

The relationship has gained relevance in the ongoing trial of the second phase of the Van Thinh Phat case, which began on September 19.

Truong My Lan, chairwoman of the group, suddenly requested VND2.5 trillion ($100.6 million) from Novaland to deal with the case’s consequences.

The sum came from the Viet Phat Urban Area and Industrial Park project of Tizco in Long An province.

Lan said the Viet Phat project was valued at VND30 trillion ($1.2 billion) and sold to Novaland through the transfer of shares of Tizco for VND2 trillion ($80.5 million).

Per the deal, Novaland would repay the principal and interest for two years on two bond packages worth a total of VND18 trillion ($724.5 million) issued by Van Thinh Phat and Tizco. Thus, Novaland still owes Lan VND10 trillion ($402.5 million).

When Lan was arrested, Novaland negotiated with Van Thinh Phat to reduce the outstanding debt to VND3.5 trillion, and at the trial, Lan agreed to accept just VND2.5 trillion in cash to deal with her case.

However, in a subsequent announcement posted on its website, Novaland asserted that “the proposal by Truong My Lan to negotiate with Novaland regarding the amount of VND2.5 trillion related to Tizco and its Viet Phat project is completely unfounded.”

Novaland also stated that it has not received any authorization from Tizco to carry out other investment and business activities, including the issuance of bonds.

Tizco, established in 2005, has its current CEO and legal representative Vo Thi Kim Khoa, 42, who has many connections with Novaland.

She had served as director/legal representative or had been a major shareholder in several companies that were later sold to Novaland.

For instance, from August 2019 to November 2020, Khoa was the legal representative of the board of directors of Ngan Hiep Real Estate JSC, developer of the Ngan Hiep 1 – Ho Tram and Ngan Hiep 2 – Ho Tram tourist areas in Phuoc Thuan commune, Xuyen Moc district, Ba Ria-Vung Tau province. In 2020, Novaland acquired 99.98% of this firm’s charter capital.

She is also the legal representative and chairwoman of BNP Global Real Estate JSC, which raised VND500 billion ($20.12 million) through a bond issuance in mid-2021. This bond package, with a two-year term, aims to cooperate with Aqua City Company Limited, a subsidiary of Novaland, to develop the Aqua City project, covering 600 hectares in Long Hung commune, Bien Hoa town, Dong Nai province.

The collateral for the bond package is 58.7 million SGB shares, or 19% of the charter capital of private lender Saigonbank; and these shares were mortgaged with the Saigon Commercial Bank (SCB).

However, at the end of 2022, when SCB fell under special control due to its involvement in the Van Thinh Phat case, the bondholders convened and passed a resolution requiring BNP Global and SCB to terminate the effectiveness of the collateral management contract between the two parties, allowing BNP Global to withdraw the 58.7 million SGB shares to settle the bonds.

Discreet transactions

As noted earlier, the connection between Novaland and Van Thinh Phat Group extends beyond Tizco, with companies associated with Van Thinh Phat having utilized the Novaland group and related entities to acquire a series of properties located in prime locations in Ho Chi Minh City.

The most prominent of these acquisitions is the 2-4-6 Hai Ba Trung project in District 1, with Sabeco Pearl Investment JSC (established in 2015) as the investor. The founding shareholders include Attland JSC (23%), Ha An Commercial Investment and Service JSC (25.5%), Me Linh Investment JSC (25.5%) and brewer Sabeco (26%).

At the end of 2015, Attland, Ha An, and Me Linh became subsidiaries of Novaland, with Attland subsequently acquiring the remaining shares of Sabeco Pearl from Sabeco to increase the group’s ownership to 100%.

However, Novaland quickly reduced its stake in the 2-4-6 Hai Ba Trung project to 42.09% just before its listing on the Ho Chi Minh Stock Exchange (HoSE) in 2016 and then divested from the project by the end of that year. The buyer was said to have many connections with Van Thinh Phat Group.

The "golden" land at 2-4-6 Hai Ba Trung street is linked to a case involving the allegedly illegal conversion of public land to the private, which was tried by the Hanoi High People's Court in January 2022. The court mandated that the land at 2-4-6 Hai Ba Trung be handed over to the Ho Chi Minh City People's Committee.

In executing the ruling, the HCMC Civil Enforcement Department and the HCMC People's Procuracy transferred the 6,080-square meter land to the municipal People's Committee.

The Department of Natural Resources and Environment, representing the People's Committee, accepted and assigned the Land Development Center to manage the prime property.

Another project is located at 78 Ton That Thuyet street, District 4, which had appeared in Novaland's financial statements. On February 6, 2018, the group completed the purchase of 99.71% of equity interest in the project owner for nearly VND774 billion ($31.15 million).

However, just two months later, on April 16, 2018, Novaland sold its entire 99.71% stake in the project developer for nearly VND834 billion ($33.6 million), making a profit of VND61.6 billion ($2.48 million). The identity of the buyer was not disclosed. However, it was believed to have strong links with Van Thinh Phat Group.

Regarding this project, as of July 2022, the legal representative and CEO was Ngo Thi Oanh (37), an individual linked to Sunshine Group, which has also previously engaged in several large projects in HCMC with Van Thinh Phat Group.

Yet another noteworthy project linked to the relationship between Novaland and Van Thinh Phat Group is located at 152 Tran Phu street, District 5, one of the last prime lots remaining in the city center. The investor is Vina Alliance Company Limited. In September 2017, the project had two investors: Tri Duc Real Estate (62%) and Son Dong Company Limited (38%).

Tri Duc Real Estate was established in October 2015 with an initial charter capital of VND20 billion, which was later increased to VND600 billion ($24.15 million). At the end of August 2017, its largest shareholder was Le Thanh Liem (66.67%), with Trung Son A Real Estate Company Limited holding 30%. Two individuals, Nguyen Thi Thu Huong and Nguyen Thi Cam Nhung, owned the remaining 1.3% and 2% stake respectively. These individuals and entities have direct or indirect connections with Novaland.

At the end of November 2017, there was a significant change in the shareholder structure of Tri Duc Real Estate, as the three individuals transferred their 70% stake to 56 Investment Development JSC, which boasts strong ties with Van Thinh Phat Group. In March 2018, Son Trung A also divested its remaining 30% stake to an investor named Tran Thi Pho.

The International Square No. 1 project in District 1, with International Square Trading Service JSC as its investor, is yet another project linked to the relationship between Novaland and Van Thinh Phat Group.

In mid-2023, the largest shareholder holding nearly 70% of the firm’s charter capital was Thien Thanh Real Estate Company Limited.

Thien Thanh was established in September 2015 with two shareholders linked to Novaland: Nguyen Van Hien and Nguyen Quoc Hien. From the initial VND20 billion, Thien Thanh increased its capital to VND527.3 billion ($21.23 million) by early July 2017, with the largest shareholder being Thang Loi Real Estate Investment and Development Company Limited (96.2%).

At the end of August 2017, two individuals connected to Van Thinh Phat Group - Dang Thanh Hai and Duong Ba Nam - purchased all the shares in Thang Loi and the remaining small shares to own 100% of Thien Thanh.

In addition to the above projects, there have been rumors regarding Novaland's acquisition of the Que Huong Liberty hotel chain from Van Thinh Phat Group before Truong My Lan was arrested at the end of 2022.