A Vietnamese tech company’s listing dream
Company T., a technology startup based in Ho Chi Minh City, has just posted its third consecutive year of revenue growth above 40%. Its Series C investors raise the question: to raise capital at scale and create liquidity for shareholders, the company should list on an international exchange. The name mentioned most often is SGX, the Singapore Exchange. But a cross-border listing is nothing like filing on a domestic board. What are the steps from a Vietnamese joint stock company to the trading screens in Singapore?
1. Two routes to a Singapore listing
Route one: direct listing. The Vietnamese company applies to list as a foreign issuer on SGX. This preserves the current ownership structure but requires satisfying the rules of both Singapore and Vietnam, especially procedures for offering securities abroad.
Route two: restructure through a Singapore holding company, then IPO. Shareholders contribute their stakes into a holding company incorporated in Singapore, which holds the Vietnamese operating company, and the holding itself conducts the IPO on SGX. This is the popular model for Southeast Asian tech companies because the listed entity is a Singapore legal person, simplifying dealings with SGX and international investors. The restructuring, however, must be carefully designed for tax and must comply with Vietnam’s foreign exchange controls when shifting ownership.
2. SGX Mainboard listing conditions
Under the SGX Listing Manual, a company seeking a Mainboard listing must meet one of three quantitative criteria:
- Minimum consolidated pre-tax profit of SGD 30 million for the latest financial year with an operating track record of at least 3 years; or
- Profitable in the latest financial year, an operating track record of at least 3 years, and a market capitalisation of at least SGD 150 million based on the issue price; or
- Operating revenue in the latest financial year and a market capitalisation of at least SGD 300 million.
Notably, Singapore is implementing capital-market reforms, including proposals to lower the profit test and streamline the review process under SGX RegCo. As reforms are still being rolled out, companies must check the rules in force at the time of application rather than relying on figures from previous years.
3. The cross-border IPO process, step by step
Step 1: Internal preparation. Finalise audited financial statements under standards SGX accepts (IFRS or equivalent), and strengthen corporate governance, including the board and internal audit, to listing standard.
Step 2: Appoint advisers. An issue manager or sponsor, Singapore counsel, Vietnamese counsel, auditors and valuers. With a cross-border structure, counsel in both countries must coordinate from day one.
Step 3: Due diligence and prospectus. The prospectus must fully disclose the business and its risks, including Vietnam-specific legal and foreign exchange risks, and is lodged with the Monetary Authority of Singapore (MAS).
Step 4: SGX listing application and offering. Once approved, the company conducts the public offering and its shares commence trading.
4. Vietnam-side procedures that cannot be skipped
However the listing is done in Singapore, the Vietnamese company remains governed by Vietnamese law. The general meeting of shareholders must approve the offshore securities offering. A public company must comply with the 2019 Securities Law on disclosure and governance. Offshore offerings require approval from the State Securities Commission under current regulations. In addition, every capital contribution, transfer and profit repatriation flow between Vietnam and the Singapore holding must comply with Vietnam’s foreign exchange administration rules. Missing any link can stall the entire transaction.
Conclusion
An IPO via Singapore is a viable path already taken by many regional tech companies, but success rests on three factors: meeting SGX Mainboard quantitative criteria, preparing a prospectus transparent about Vietnam risks, and completing all Vietnam-side procedures from shareholder approval to foreign exchange compliance. Company T. and businesses with similar ambitions should engage two-country advisory teams at least 12 months before the targeted listing date.
Frequently asked questions
Direct listing or listing via a Singapore holding: which is better?
Listing via a Singapore holding is usually preferred because the listed entity is a Singapore legal person, simplifying SGX procedures and familiar to international investors. Direct listing preserves the structure but complicates two-country procedures. The choice depends on the current ownership structure and restructuring cost.
Can a loss-making company list on the SGX Mainboard?
Yes, under the third criterion: operating revenue plus a minimum SGD 300 million market capitalisation. SGX also operates Catalist, a board for growth enterprises with lighter quantitative criteria, suited to early-stage tech companies.
What is special about the MAS prospectus for a Vietnamese company?
The prospectus must fully disclose specific risks, including legal risk, exchange rate risk and profit repatriation risk under Vietnam’s foreign exchange controls. International investors pay close attention to these, so disclosure must be candid and detailed.
How long does a cross-border IPO take?
Typically 12 to 18 months from kick-off, covering financial preparation, restructuring (if any), due diligence, prospectus drafting and the approval process. Timing depends heavily on the readiness of financial data and corporate governance.
FLAT Law Firm accompanies companies heading for IPO
A cross-border IPO requires two-country legal coordination from day one. FLAT Law Firm helps Vietnamese companies design pre-IPO structures, complete Vietnam-side procedures and coordinate with Singapore counsel throughout the listing process.
This article has been quality-reviewed by the FLAW AI Legal Council
