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Vietnam's capital markets have evolved considerably over the past decade, though they remain at an earlier stage of development compared to regional peers such as Singapore, Thailand, and Indonesia. The Ho Chi Minh Stock Exchange (HOSE) and the Hanoi Stock Exchange (HNX) provide listing venues for equity securities, with the UPCOM market serving as an over-the-counter platform for unlisted public companies. Bond markets have grown in depth, with both government and corporate bond issuance increasing significantly. However, liquidity remains concentrated in a limited universe of large-cap stocks, and institutional investor participation, while growing, is still developing. For most growth-stage companies, private capital remains the primary funding source, and understanding the characteristics of Vietnamese private capital markets is essential for successful fundraising.
The private equity and venture capital landscape in Vietnam has matured, with a mix of dedicated Vietnam-focused funds, regional Southeast Asia funds, and corporate venture arms now actively deploying capital. Sectors attracting the greatest investor interest include technology and fintech, consumer goods and retail, healthcare, education, and logistics. Valuation expectations have become more rational following the correction of 2022-2023, though significant gaps persist between founder expectations and investor pricing in certain sectors. We maintain regular dialogue with active fund managers to understand their current investment mandates, cheque sizes, and sector preferences, enabling us to match clients with investors whose criteria align with their profile.
Pitch material development for local investors requires a nuanced approach that balances international standards of presentation with Vietnamese investor expectations. Local investors typically place greater emphasis on demonstrated revenue traction, founder track record, and path to profitability than on long-term market size projections. Financial projections should be grounded in realistic assumptions about customer acquisition costs, unit economics, and working capital requirements. The regulatory environment — including foreign ownership restrictions, licensing requirements, and tax implications — should be addressed proactively rather than treated as a secondary consideration. We work with clients to develop pitch decks, executive summaries, and financial models that speak directly to the concerns and decision criteria of the target investor audience.
Term sheet negotiation is a critical phase where the foundational economics and governance of the investment relationship are established. Key terms include pre-money valuation, investment amount and instrument (ordinary shares, preferred shares, convertible notes), board composition and observer rights, protective provisions and veto rights, anti-dilution protection, liquidation preferences, drag-along and tag-along rights, and exit provisions. Vietnamese law does not recognise all instruments common in US or European venture capital, and structuring must accommodate the requirements of the Law on Enterprise 2020 and securities regulations. We advise clients on the commercial and legal implications of each term, helping them distinguish between standard market terms and those that require negotiation or structural alternatives.
Data room preparation and due diligence coordination are essential to maintaining investor confidence and momentum through the transaction. A well-organised data room accelerates investor review, reduces the volume of follow-up questions, and signals management competence. We structure data rooms around standard workstreams: corporate structure and governance, financial information, tax compliance, legal and regulatory, intellectual property, human resources, commercial contracts, and operational data. Each category is populated with documents that have been reviewed for completeness and accuracy before sharing. We coordinate the due diligence process, managing investor requests, scheduling management presentations, and ensuring that the client's position is accurately represented throughout.
Materials Development — We create investor pitch decks, financial models, and investment memos tailored to your stage and sector.
Investor Outreach — We identify and prioritize relevant investors and facilitate warm introductions through our network.
Term Sheet Negotiation — We guide you on valuation, governance rights, liquidation preferences, and other critical terms.
Closing — We support data room preparation, due diligence management, and final documentation to complete the transaction.
Vietnamese accounting standards differ from IFRS and require careful reconciliation in financial models presented to international investors. Key differences include revenue recognition for real estate developers, treatment of government grants, and depreciation methodologies. We prepare reconciliation schedules and adjusted financial statements that enable international investors to analyse performance on a basis consistent with their internal standards.
Investor expectations vary between PE funds, VCs, family offices, and strategic corporates, requiring tailored approaches. PE funds typically seek control or significant minority positions with board representation and clear exit pathways within a three-to-five-year horizon. VCs accept higher risk for earlier-stage companies but require rapid growth trajectories and scalable business models. Family offices often have longer holding periods and sector-specific interests. Strategic investors may prioritise synergies and partnership potential over standalone financial returns.
Governance rights and liquidation preferences require careful structuring to align interests between founders and investors. Overly aggressive investor protections can discourage follow-on investors or create governance deadlocks. We advise on governance structures that provide investors with appropriate oversight and protective rights while preserving management's operational autonomy and incentive alignment.
Comprehensive data rooms accelerate investor review and build confidence during the diligence process. Incomplete or disorganised data rooms signal operational weaknesses and can extend diligence timelines or reduce valuation. We implement data room best practices, including document indexing, version control, and access management, to present the company in a professional and organised manner.
Regional investors may have different risk appetites and sector preferences than local investors, affecting targeting strategy. Japanese and Korean investors, for example, have historically shown strong interest in Vietnamese manufacturing and infrastructure, while Singapore-based funds are active across technology and consumer sectors. Understanding these preferences enables more efficient investor targeting and higher conversion rates from initial approach to term sheet.
Securities regulations govern private placements and impose disclosure obligations on companies raising capital from institutional or strategic investors. The State Securities Commission requires registration or notification for certain categories of private placement, and failure to comply can affect the validity of the issuance and the company's eligibility for future public offerings. We ensure that fundraising transactions are structured in compliance with applicable securities regulations.
