VietNam Holding Ltd
c/o CARD Corporate Services Ltd.
Fourth Floor, Zephyr House
122 Mary Street
PO Box 709 GT
Grand Cayman
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Annual Report 2014
1 Overview
2 Chairperson’s Statement
4
Investment Manager’s Report
6 Market and Economic Overview
8
Portfolio Companies
19 Sustainability Report
Independent Auditors’ Report
22 Directors’ Report
25
26 Financial Statements
30 Notes to the Financial Statements
43 Corporate Information
Supported by Vietnam’s steadily improving macro-economic
stability over the financial year ended 30 June 2014, the
companies in VNH’s portfolio benefited from an ascending
equities market. This resulted in a 24.7% increase in its Net Asset
Value (NAV) per share over the year, outpacing by a comfortable
margin the 16.3% increase of the Vietnam All Share Index (VNAS)
during the same period. Once adjusted for the accretion impact
generated by the Company’s share buy-back efforts, its NAV per
share rose 22.6% during the Year.
Min-Hwa Hu Kupfer, Chairperson
VietNam Holding Limited
Cover Photo: One of the gates at the Temple of Literature in Hanoi - Vietnam’s first national university.
All portfolio company photos in this report were taken during the VNH Investor Trip, 4 to 9 May 2014.
National Seed Company (NSC): Based in the north of Vietnam, NSC is a leader in the country’s crop seeds market.
Directors
Min-Hwa Hu Kupfer
Professor Dr. Rolf Dubs
Nguyen Quoc Khanh
Investment Manager
VietNam Holding Asset
Management Limited
P.O. Box 3175
Road Town, Tortola
British Virgin Islands
Company Secretary
CARD Corporate Services Ltd.
Fourth Floor, Zephyr House
122 Mary Street
PO Box 709 GT
Grand Cayman
KY1 - 1107, Cayman Islands
Nominated Advisor (AIM)
Altium Capital Limited
(from 26 June 2014)
30 St James’s Square
London SW1Y 4AL
United Kingdom
Oriel Securities Limited
(till 25 June 2014)
150 Cheapside
London EC2V 6ET
United Kingdom
Entry Standard Advisor
Close Brothers Seydler Bank AG
Schillerstrasse 27 -29
60313 Frankfurt
Germany
Corporate Broker
Winterflood Investment Trusts
(from 24 June 2014)
The Atrium Building
Cannon Bridge House,
25 Dowgate Hill,
London EC4R 2GA
Oriel Securities Limited
(till 23 June 2014)
150 Cheapside
London EC2V 6ET
United Kingdom
Administrator
Standard Chartered Bank
7 Changi Business Park Crescent
Level 3, Securities Services
Singapore 486028
Legal Adviser (English Law)
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
United Kingdom
Legal Adviser (Cayman Island Law)
Charles Adams Ritchie & Duckworth
Zephyr House
122 Mary Street,
PO Box 709 GT
Grand Cayman
KY1 - 1107, Cayman Islands
Custodian
Standard Chartered Bank
7 Changi Business Park Crescent
Level 3, Securities Services
Singapore 486028
Independent Auditor
KPMG LLP
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
Registrar
Capita Registrars Limited
34 Beckenham Road
Beckenham, Kent BR3 4TU
United Kingdom
VietNam Holding became a signatory of the UN Principles for
Responsible Investment (PRI) in 2009. Our investment practices and
corporate behavior incorporate environmental, social and corporate
governance issues. We promote the principles in our markets and align
the fund’s goals with the broader objectives of sustainable progress.
Designed and produced by Mediasterling:
www.mediasterling.com
www.vietnamholding.com
Overview
As a value investor, we can best test the
valuation of the VNH portfolio by comparing
its company holdings to the appropriate total
market segment. This also provides an important
and fitting validation of VNH’s value investment
strategy. Comparing the P/E ratios of the three
Vietnam All Share Index market segments
to those of the corresponding elements in
the VNH portfolio illustrates the successful
implementation of that strategy.
Jean-Christophe Ganz, Chairman
VietNam Holding Asset Management Limited
Performance
1 July 2013 to 30 June 2014
24.7%
17.9%
9.2% outperformance of Benchmark
VNAS USD adjusted
52-week average share price discount
NAV per share1
VNH share price
to NAV: 24.7%
1 Adjusted to reflect dilution from past warrants exercises.
VietNam Holding Annual Report 2014
1
Chairperson’s Statement
Discount control has been a top
priority for the Company, especially
since the AGM in September 2013.
Dear Shareholders,
Supported by Vietnam’s steadily improving macro-economic
stability, over the financial year ended 30 June 2014 (the
“Year”), the companies in VNH’s portfolio benefited from
an ascending equities market. This resulted in a 24.7%
increase in its Net Asset Value (NAV) per share over the Year,
outpacing by a comfortable margin the 16.3% increase
of the Vietnam All Share Index (VNAS) during the same
period. Once adjusted for the accretion impact generated
by the Company’s share buy-back efforts, its NAV per
share rose 22.6% during the Year. For the first six months
of the Year, the NAV per share increased by 10.2%, also
ahead of the 9.0% increase in the VNAS. The Investment
Manager’s Report that follows explains why we believe that
the VNAS – which was launched in January 2014 – rather
than the Vietnam Index (VNI) serves as a more relevant and
meaningful basis of comparison when benchmarking the
performance of VNH’s portfolio.
Accompanying the healthy growth in NAV per share, VNH’s
share price rose by 17.9% in the Year. Although this advance
compares favorably with the VNAS over the same period,
VNH’s share price only began to out-perform the upward
trending NAV in the last six months of the Year, when it rose
by 14.0%. For the Year as a whole, however, after taking
into account the cash infusion from the recent warrants
exercise (see details below), the Company’s share price
lagged VNH’s particularly strong NAV performance, trading at
a marked discount to NAV per share.
“ Accompanying the healthy growth in
NAV per share, VNH’s share price rose
by 17.9% in the Year. ”
the 2013 AGM and by 30 June 2014 a further 1.7 million
shares had been repurchased from the secondary market. By
the end of the Year there were clear signs that the discount
had begun to narrow.
“ As part of its efforts to reduce
this unwelcome share price discount,
VNH has stepped up its share
buy-back program. ”
The Company believes that its share price discount will
continue to lessen if more resources are allocated to a better
executed share repurchase program. To that end, VNH put
in place a plan that permits the Company to fully utilize the
remaining amount under its annual buy-back limit leading up
to the 2014 AGM. This includes authorizing the Company’s
newly-appointed broker, Winterflood Investment Trusts, to
pro-actively buy back shares on its behalf during the close
period prior to the announcement of these financial results.
The relatively high 52-week average share price discounts
to NAV experienced by VNH and its peers suggest that the
liquidity in most, if not all, closed-end Vietnam equity funds
has yet to fully recover from the Vietnam Index’s last low
(at 235) in early 2009. Over the past five years, the lack
of appetite shown by foreign investors for these Vietnam-
related funds has been further evidenced by the complete
absence of new capital inflows. An exception to this was
the USD 15.5 million that VNH raised through the warrants
exercise that was finalized in October 2013. This additional
capital has since been swiftly put to work, assisting the
growth in NAV per share for the Year and providing an
equally rewarding 22.3% return on the money deployed by
VNH’s investors in exercising the warrants.
Discount control has been a top priority for the Company,
especially since the AGM in September 2013. At that
meeting, the Company targeted a share price discount to
NAV per share by the 2014 AGM of no greater than 95% of
the 52-week weighted average discount of its peers.* We are
disappointed that for the Year, the 52-week average discount
achieved by VNH was 4.3% higher than the 20.4% target
for that period.
As part of its efforts to reduce this unwelcome share price
discount, VNH has stepped up its share buy-back program.
The buy-back mandate from shareholders was renewed at
The placement of a Chinese offshore oil rig near the Paracel
Islands in the South China Sea in early May 2014 increased
tensions with Beijing and tempered the relatively strong
performance of Vietnam’s stock market in the first four
months of 2014. Despite this, the VNAS recouped most of its
losses by the end of June and an initial reading of Vietnam’s
macro-economic data for 2Q2014 also suggests that the
adverse impact of the South China Sea incident – and the
riots that followed – has been manageable. While it is
too early to predict accurately how the offshore territorial
dispute between China and Vietnam will unfold, we believe
that the potential for any additional risks are remote, as
2
VietNam Holding Annual Report 2014 China has subsequently withdrawn the offending oil rig. This
view appears to be supported by other foreign investors, as
mentioned in the following Investment Manager’s Report.
On behalf of the entire VNH family, I wish to thank all of our
shareholders for their continuing interest in our Company.
Encouraged by the positive impacts of the last warrant
issuance, Vietnam’s improving macro-economic environment,
the relatively low equity market valuations and the more
positive sentiment being conveyed by the resilient corporate
sector, we remain convinced that VNH is the investment
vehicle of choice for all long term investors in Vietnam.
Min-Hwa Hu Kupfer
Chairperson
VietNam Holding Limited
22 August 2014
*The peer group comprises: Vietnam Enterprise Investments Ltd., PXP Vietnam Fund Limited and Vietnam Equity Holding Limited.
VietNam Holding Annual Report 2014
3
Investment Manager’s Report
During the first six months of this year, the
picture started to change as foreign investors
became increasingly interested in Vietnam’s
modestly-sized stock market.
In the preceding Chairperson’s Statement, Mrs. Min-Hwa
Kupfer points to VNH’s impressive NAV outperformance of
its new (VNAS) benchmark. Before providing explanations for
this pleasing result, we would like to review the reasons for
changing the benchmark.
The VNAS was launched on 27 January 2014. The VNAS
covers the Ho Chi Minh City Stock Exchange (HOSE) free float
universe. It has three sub-indices which cover, respectively,
the 30 largest capitalized firms, the mid-cap, and the small-
cap segments.
We strongly believe that the VNAS is a much more
compatible benchmark for VNH than the VNI for the
following reasons:
§ The VNI includes all 298 companies listed on the HOSE
at their full market capitalizations (a total of USD 47.8
billion as at 30 June 2014) without any adjustments for
free float. The VNAS, a market-cap weighted index of
all HOSE listed stocks, is adjusted for free float, with a
total market capitalization of USD 12.4 billion on the
same date;
§ As of 30 June 2014, the VNAS also excluded some
53 companies that have been suspended for trading
or have received regulatory warnings by the HOSE or
have insufficient free float;
§ The VNAS excludes companies with less than a 5%
free float. The most significant of those excluded is
PetroVietnam Gas, which, despite a free float of only
3.3% and high volatility, makes up 21.7% of the VNI;
§ The VNAS excludes shares which do not meet specific
trading liquidity standards;
§ The VNAS caps any one company at 10% of the total
index in order to provide a more balanced weighting of
the market components; Vinamilk, for example, would
otherwise have accounted for 26.8% of the VNAS;
§ The VNAS’ three sub-indices allow us to provide a finer
segmentation of the VNH portfolio and to compare
its performance and valuations to the comparable
segments of the overall market.
As a value investor, we can best test the valuation of the VNH
portfolio by comparing its company holdings to the appropriate
total market segment. This also provides an important
and fitting validation of VNH’s value investment strategy.
Comparing the P/E ratios of the three VNAS market segments
to those of the corresponding elements in the VNH portfolio
illustrates the successful implementation of that strategy:
Large Cap Mid Cap
Small Cap
Total
VNAS P/E ratios
VNH Portfolio P/E ratios
12.0
11.8
12.06
10.2
10.86 12.04
10.7
8.5
Over the last few years, we have developed VNH’s main
portfolio themes of Agriculture and Domestic Consumption
and have tracked their respective performances against the
VNI benchmark. These comparisons have been VNH’s main
performance drivers. Over the past financial year, we have
accumulated shares in companies that represent a third mega
trend in Vietnam: Urbanization. We provided an in-depth
review of this theme in the Company’s Interim Report for the
period ended 31 December 2013.
As of the 2014 financial year-end, the three themes
produced the following percentage contributions to VNH’s
overall performance, reflected as the annual increase in
segment value in the local currency (VND):
Theme Portfolio
Allocation
Valuations - P/E
Performance
30 June
2013
30%
42%
14%
100%
30 June
2014
30 June
2013
30 June
2014
June 13 -
June 14
14%
38%
26%
100%
8.3
10.2
6.8
8.3
13.8
12.9
10.9
10.7
9.7%
16.5%
49.6%
26.6%
Agriculture
Consumption
Urbanization
Total Portfolio
The table above shows that the most recent of these
investment themes – Urbanization - was a key contributor
to VNH’s out-performance of the benchmark VNAS.
This observation is confirmed by the comparative chart
opposite. Because most of the Urbanization related portfolio
companies have been added over the past twelve months,
we show the performance of this theme in a one-year chart.
The declining size of the allocation to Agriculture in the VNH
portfolio shown in the above table has two main causes:
first, we started to rebalance our Agriculture exposure
prior to 30 June 2013 in anticipation of a global decline
in agricultural commodity prices; secondly, following the
Rubber Barons report by Global Witness which described
the apparently wide-spread and systematic ESG violations of
Vietnamese rubber groups in Cambodia, we exited VNH’s two
rubber investments. Declining rubber price projections soon
validated this decision.
4
VietNam Holding Annual Report 2014
“ Unlike many other Asian
stock markets, the role of foreign
investors in Vietnam has been
marginal over the past five years ”
in incremental investments in Vietnam. That is an equivalent
of 2.2% of the total free float as defined by the VNAS. The
net investment flows of the peer countries India, Indonesia,
Philippines and Thailand ranged from -0.3% for Thailand to
+1.0% for Indonesia.
Min-Hwa Kupfer wrote in her Statement about the
Vietnamese equity markets’ reactions to the China oil rig
incident. Yet, between 1 May 2014 and 30 June 2014,
foreign investors were net buyers on almost every business
day and cumulatively invested USD 168 million. By mid-year,
the market had recovered 10% of the total 12% decline
recorded by the VNAS at the beginning of that period. The
market subsequently recovered the remaining losses, and
indices later reached levels not seen since the fall of 2009.
However, while the total market valuations as expressed by
the VNAS had reached a P/E of 21.9x in September 2009, the
VNAS P/E in early August 2014 was reported at just 13.1x.
We explain the much lower valuations of today by a) the
listed companies’ collective lower earnings growth and b)
the more reasonable valuation levels of new listings. It is no
wonder that foreign investors continue to allocate funds to
the Vietnamese equity market.
Jean-Christophe Ganz
Chairman
VietNam Holding Asset Management Limited
22 August 2014
VNH Portfolio Performance versus VNAS Index
Total
Portfolio
Agri-Business
Domestic
Consumption
Urbanization
VNAS Index
60%
50%
40%
30%
20%
10%
0%
-10%
-20%
Jul
13
Aug
13
Sep
13
Oct
13
Nov
13
Dec
13
Jan
14
Feb
14
Mar
14
Apr
14
May
14
Jun
14
Source: VNHAM and Bloomberg.
Having written extensively about the old and new
benchmark, it is important for us to point out that as
a sustainable value investor, VNH’s main investment
management objectives are not linked to the portfolio’s
relative performance compared to any index, but to the
absolute, long term return that is generated for its investors.
At the same time, we are fully aware that investors will
always put VNH’s investment performance within the
context of the performance achieved by both its peers and
the corresponding market overall.
The Market and Economic Overview presented in the
following section takes a closer look at Vietnam’s much
improved macro-economic environment as well as at the
stock market and its outlook. Unlike many other Asian
stock markets, the role of foreign investors in Vietnam has
been marginal over the past five years. During the period
between 2009 and 2013, the average market share of
foreign investors ranged between 8.6% and 10.7%. Hence,
the rather disappointing local stock market performance over
this period reflected the relatively modest risk appetite of the
domestic Vietnamese investors.
During the first six months of this year, the picture started to
change as foreign investors became increasingly interested
in Vietnam’s modestly-sized stock market. This is shown
by comparing the absolute and relative amounts of foreign
investment into the Vietnamese equity markets. During the
first half of 2014, foreign investors added USD 284 million
VietNam Holding Annual Report 2014
5
Market and Economic Overview
We remain generally optimistic about Vietnam’s
economic and corporate sector prospects, and
anticipate that this will be reflected in the
performance of Vietnam’s equity markets.
The last twelve months have witnessed a sustained and
welcomed improvement in Vietnam’s macro-economic
profile and corporate sector performance, some of which
has been reflected in the gains displayed by the equity
markets. In 1H2014, the VNAS rose by 9.0%, as noted in
the Chairperson’s Statement, and by 16.3% during the Year.
In terms of the overall economic picture, GDP growth in
1H2014 was 5.2%, and with economic growth momentum
providing a helping tailwind, the World Bank currently
forecasts that GDP growth for calendar year 2014 should
come in at around 5.6%. Echoing this, the IMF’s most recent
‘Article IV’ assessment of Vietnam’s economy, issued in
June, noted that “recent achievements in macro-economic
stabilization are commendable”.
“ The last twelve months
have witnessed a sustained and
welcomed improvement in Vietnam’s
macro-economic profile and corporate
sector performance ”
As the global economy slowly recovers from the sub-prime
financial crisis, Vietnam has seen inflows of foreign direct
investment remaining robust, with substantial projects being
enacted in higher value-added fields of manufacturing. Earlier
in 2014, mobile telephones took over as the single largest
export earner for Vietnam, exceeding garments, footwear,
seafood, coffee, oil and a host of other commodities with
which the country’s trade is most often associated. Further,
the foreign-invested sector has become a major component
of the overall economy, helping Vietnam to record some
of its first monthly trade surpluses. With Intel recently
announcing that it plans to produce 80% of all its fourth
generation CPUs (central processing units) in Vietnam by the
end of 2014, and Microsoft indicating that a large portion of
its Nokia manufacturing in China will relocate to Vietnam,
this dynamic seems destined to continue for quite some
time. For 1H2014, initial estimates suggest that Vietnam’s
registered export earnings will reach USD 70.9 billion; an
increase of 15% YoY, with 60% of it emanating from the
foreign-invested sector.
China’s controversial decision in May 2014 to position
an exploratory oil rig in territorial waters contested by
both Hanoi and Beijing, and just 120 miles off Vietnam’s
central coast, ignited a spate of rioting and looting in
some industrial areas. This prompted a sell-off by domestic
retail investors, presumably fearing that such events could
undermine Vietnam’s economic growth, and the stock
market indices corrected accordingly. However, numerous
foreign institutions saw this as a buying opportunity, and
used this window of opportunity to increase their positions
in various Vietnamese stocks, particularly those previously at
the foreign equity cap. As a consequence, the 1H2014 saw
a market rally from January to late March, punctuated by a
pronounced dip in April and early May. This was followed
by a second rally, commencing in mid-May, that allowed the
equity indices to recoup most of the losses incurred during
the earlier correction. China subsequently withdrew its rig
in mid-July.
Thanks in part to some relatively large IPOs and listings
over the last twelve months, such as Mobile World and
PetroVietnam Gas, the total market capitalization of the
Ho Chi Minh City Stock Exchange is now at roughly USD 48
billion, substantially higher than last year’s USD 38 billion (at
30 June 2013). Even so, using the P/E ratio as an indicative
measure of value, Vietnamese stocks remain relatively cheap
compared to those of their regional peers, with the VNAS’
P/E at 12.0 as of the end of June 2014. The fundamentals of
corporate earnings are also of a higher quality than has often
been the case in the past, as bank credit and other forms of
liquidity have been brought under tighter control. This has
resulted in improved financial discipline in the corporate
sector. Indeed, credit growth has been muted for much of the
last twelve months.
Vietnam’s improved macro-economic performance is due in
large part to a more sensitive approach by the government
towards economic governance, the latter having learned
from the somewhat erratic economic gyrations of recent
years. By adopting a more subtle manipulation of various
policy levers, Hanoi has been able to catalyze a gradually
improving GDP growth trajectory, while simultaneously
containing inflationary forces. This is not to suggest that
the economy is yet performing at its optimal rate, but its
profile is more balanced and the outlook is more positive.
Importantly, in late July 2014, Moody’s raised Vietnam’s
overall credit rating from B2 to B1, with a stable outlook,
citing improved macro-economic stability, a strengthened
balance of payments position, and a perceived reduction
in banking sector risks. Inflation seems to have been tamed
also, with the CPI at just 1.38% YTD and 4.98% YoY, as of
June 2014, the lowest level of inflation in over a decade-
despite the recent increases in petroleum prices.
6
VietNam Holding Annual Report 2014 Some of Vietnam’s economic growth is due to various
stimulation measures by the government, which entail an
increase in budgetary expenditures. In 1H2014, the Ministry
of Finance raised just over USD 44 billion in a bond issuance
to help underwrite some of these costs. The VND currency
held relatively steady for much of 1H2014, although in mid-
June the State Bank of Vietnam enacted a 1% devaluation in
the reference rate; the first such move in a year. As a result,
the VND was at 21,330 against the US dollar by end-June.
By comparison, most other Southeast Asian currencies have
devalued much more against the greenback over the last
year. And with the opening of McDonald’s in Vietnam earlier
in 2014, The Economist’s ‘Big Mac Index’ would suggest that
the VND remains about 40% under-valued. The country’s
foreign exchange reserves are now reported to be near USD
35 billion; the highest level for a long time.
In addition, some of the economic growth has come from
incremental moves toward a much less bloated and self-
indulgent corporate sector. In particular, we have seen the
larger SOEs given clear instructions from their government
masters to reform, notably in terms of divesting themselves
of non-core assets, moving ahead with plans to become
more profit-oriented, and in some cases to sell a portion
of their shares to outside investors. In the private sector,
we have seen a thinning out of numerous unprofitable
companies that had previously been able to avoid
bankruptcy through access to easy credit. Nevertheless,
corporate sector reform in Vietnam remains very much a
work in progress. but with some tangible advances over
the last twelve months. For example, the HSBC Purchasing
Managers’ Index (PMI) was above the 50-point level
(indicating an increasing rate of growth) for ten consecutive
months to June 2014, having been mostly below the 50
point level (indicating an increasing rate of contraction) for
19 of the previous 26 months.
“ We have seen the larger SOEs
given clear instructions from their
government masters to reform, notably
in terms of divesting themselves of
non-core assets, moving ahead with
plans to become more profit-oriented ”
The banking sector is also going through some positive
changes. A number of smaller banks have opted to merge,
largely in a bid to comply with the government’s tighter
regulations on the classification of non-performing loans and
provisioning, as well as the size of their capital base. There
have also been moves to reduce cross-holdings in banks, as
well as ceilings on how much equity a single person, family
or organization may own in a bank. Nonetheless, a number
of banking scandals over the last year – such as those at
Vietnam Construction Bank, Vietnam Bank for Agriculture
and Development and VietinBank – have cumulatively served
to prove that governance structures and practices in the
financial sector remain in need of improvement. Meanwhile,
the State-owned Vietnam Asset Management Company
has been quite active over the last year in buying bad debt
from banks, and thereby reducing the scale of NPLs in some
banks’ loan portfolios. A more fundamental improvement
in the banking sector will necessitate an improvement in
the property sector, which remains sickly. This will require
the larger SOEs to repay some of the loans they took out to
finance their earlier, fairly indiscriminate bid to diversify into
a range of businesses of which they had little knowledge,
and must now spin off.
Looking to the year ahead, we remain generally optimistic
about Vietnam’s economic and corporate sector prospects,
and anticipate that this will be reflected in the performance
of Vietnam’s equity markets. A number of high profile
equalizations are widely expected, including those of Vinatex
and Vietnam Airlines, among others. But behind the headline-
grabbing news, we see policy-makers and corporate leaders
alike ‘getting real’ about a number of fundamental economic
issues – including SOE reform. This bodes well for the next
chapter in Vietnam’s development story. While there has
been some talk of creating a ‘super ministry’ to oversee the
entire SOE sector and its reform, many think that the existing
State Capital Investment Corporation (SCIC) should be given
this mandate, and the resources to carry it out. A revised
Enterprise Law is being drafted, providing an opportunity to
enact further reforms in areas such as corporate governance
practices. There is also wide anticipation that the 49%
cap on foreign holdings in listed companies will be raised,
possibly up to 60%.
Our primary aim remains for VNH to provide a means by
which shareholders can get the best exposure to Vietnam’s
long-term growth potential. We will do so with continued
emphasis on both capturing hidden value and promoting
a sustainable approach to corporate sector expansion and
macro-economic growth.
VietNam Holding Annual Report 2014
7
Portfolio Companies
Hau Giang Pharma (DHG): Established in 1974, DHG is Vietnam’s leading domestic pharmaceutical producer and distributor.
Phu Nhuan Jewelry (PNJ): Saigon-based PNJ is the largest distributor and producer of jewelry products in Vietnam with 169 retail stores
across the country.
Hung Vuong Corporation (HVG): HVG established its market-leading position in fish exports through an integrated vertical value chain
from fish hatchery and feed manufacturing to fish farming and processing.
8
VietNam Holding Annual Report 2014 BINH MINH PLASTIC (BMP)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
State Capital Investment Corporation
Foreign investors
Domestic investors
30%
49%
21%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding:
TRADING INFORMATION (at 30 June 2014)
Listed on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Trailing P/B:
2,331,925
USD 3.48 million
VND 31,853
5.1%
HOSE
12 Jun 2006
45 million
VND 70,000
VND 85,500
VND 60,000
8.5
2.0
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS Growth (%)
Gross margin (%)
EBIT margin (%)
ROE (%)
D/E
Current ratio (x)
2012
61.1
90.3
3.5
22.2
17.2
7,927
19.7
31.2
24.6
31.0
0.0
7.1
2013
70.6
99.6
10.4
23.2
17.6
8,134
2.6
29.8
23.3
26.8
0.0
6.4
Source: BMP audited financial statements
ESG HIGHLIGHT
BMP was among the first few companies to include a Sustainable Report as part
of its 2013 Annual Report. The roles of Chairman and CEO are now segregated.
Binh Minh Plastics has been an industry leader in staff wellness programs and
particularly in health and safety protection. In recent years, the company has
greatly emphasized its vision of “sustainable business”, as evidenced by its
efforts to obtain ISO 14001 and improve corporate governance practices. BMP
is one of just a few companies in Vietnam that organizes quarterly briefings
with major shareholders and the media for business updates.
CORE BUSINESS
Production of plastic water pipes and fittings, principally for
the construction industry.
COMPANY BACKGROUND
Binh Minh Plastics is a leading manufacturer of plastic pipes
and fittings in Vietnam. The company has a 28% market
share nation-wide, with about 90% of its revenues based in
the South of the country. The company originated as a state-
owned enterprise, was equitized in 2003 and listed in 2006.
platform for future growth. BMP also has plans to explore
the Central market further. It currently holds a 29.05% stake
in Da Nang Plastic (DPC) with an aim to increase its market
share in Central Vietnam and enlarge its distribution network.
Later this year, BMP will restart its factory project in Long An
Province following a compulsory relocation of an outdated
factory in Ho Chi Minh City. The new factory will allow
BMP to increase its current capacity from 100,000 tons to
300,000 tons per year.
PERFORMANCE & DEVELOPMENT
Despite an unfavorable macro-economic environment and a
stagnant property market, BMP continues to achieve positive
growth in both revenues and profit, which were up 10.5%
and 2.5%, respectively. Accordingly, BMP continues to
generate the highest profit in the industry and now enjoys a
market share of 55% in the South and 28% in the country
as a whole.
OUTLOOK
The government has approved a number of policies to
support the banking system and the real estate market.
Growth in the construction materials sector is forecast
to pick up noticeably in 2014 and even more so in 2015
as macroeconomic conditions continue to improve and
supporting policies increase positive investor sentiment.
KEY STRENGTHS
Core competencies include an experienced and highly
committed management team led by Mr. Le Quang Doanh,
BMP’s Chairman and an extended distribution network with
over 1,000 sales agents across Vietnam. The company’s
Chairman is also Chairman of the Vietnam Plastics
Association. Over recent decades, Binh Minh Plastic’s brand
name has become increasingly associated with high quality
products for both residential and governmental construction
projects, particularly in the South and Central markets.
Moreover, BMP has been strongly supported by strategic
investors including State Capital Investment Corporation
(SCIC) and NawaPlastic Industries, a Thailand-based plastics
company. These partnerships have been instrumental
in expanding markets, enhancing production capacity,
accelerating product innovation and supplying raw materials
more efficiently.
BUSINESS STRATEGY AND EXECUTION
The company constantly seeks opportunities in new markets
and develops new products through intensive investment.
BMP expanded its presence in the North of Vietnam with
the establishment of a factory in Hung Yen Province, with
a 20,000 ton production capacity. Although facing fierce
competition from companies in the North, the factory started
generating profit in 2009 and has established a strong
VietNam Holding Annual Report 2014
9
Portfolio Companies
HAU GIANG PHARMACEUTICAL JOINT STOCK COMPANY (DHG)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
SCIC
Foreign investors
Domestic investors
43.3%
49.0%
7.7%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
(at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding:
TRADING INFORMATION (at 30 June 2014)
Traded on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Price/Book:
2,284,997
USD 4.2 million
VND 39,153
2.6%
HOSE
21 Dec 2006
87 million
VND 98,000
VND 108,500
VND 73,100
14.4
4.1
CORE BUSINESS
Producer and distributor of pharmaceutical products.
COMPANY BACKGROUND
Established in 1974, Hau Giang Pharma (DHG) is one of
Vietnam’s leading pharmaceutical producers and distributors.
A former state-owned Enterprise, the company was equitized
in 2004 and subsequently listed in 2006.
KEY STRENGTHS
DHG has a well-developed distribution network throughout all
64 provinces of Vietnam, the most extensive network among
its local rivals. It has held the largest market share among its
peers for the past 17 years. The management team has proven
its competence by establishing a clear strategy of concentric
diversification, based on core competencies. The company’s
modern and integrated factory system meets global standards.
Its R&D laboratory is very active in the development of both
new products as well as substitutes for imported products, all
the while meeting applicable ISO standards.
BUSINESS STRATEGY AND EXECUTION
DHG’s management seeks to derive maximum competitive
advantage from the company’s strong distribution system.
New factories have expanded production capacity, as the
existing plants were already running at full capacity. The
company is collaborating with a range of biological institutes
and researchers to carry out projects aimed at developing
dietary supplement products from algae. DHG also invests
heavily in staff training with a strong emphasis on best-
practice management processes.
PERFORMANCE & DEVELOPMENT
DHG has moved to the 3rd position in terms of market share
in Vietnam, just after Sanofi Group and GSK Group, while
standing ahead of Novartis and Astrazenca. In 2013 it was the
only Vietnamese company to be in the top 5 pharmaceutical
10
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)(*)
EPS growth (%)
Gross Margin (%)
EBIT Margin (%)
ROE (%)
D/E (x)
Current Ratio (x)
2012
81.0
140.0
17.7
26.1
23.2
7,443
16.6
49.3
18.7
28.8
0.01
2.8
2013
93.9
168.2
20.3
30.0
28.1
9,010
21.1
46.5
17.9
29.7
0.06
2.2
Sources: DHG audited financial statements and annual reports.
ESG HIGHLIGHT
In its 2013 Annual Report, DHG presented detailed information on
the parameters and the results of quality and quantity monitoring of
the consumption of raw materials, energy and water. The report also
provides investors with descriptions of hazardous waste treatment
processes and methods of diminution of solid waste products applied
in DHG’s factories.
companies that produce and distribute products in Vietnam.
For the full year 2013, DHG beat its revenue target by 10.2%
and the profit before tax target by 37%, recording revenue
growth of 20.3% and net profit growth of 21.1%. This was
partly due to the extraordinary income of VND 122 billion
from selling the Eugica brand name to Mega Wecare. In
2013, the company also made significant steps in improving
operational effectiveness including the hiring of Ernst &
Young to provide restructuring consultancy and enhance
business applications. The company received Biotechnology
Equivalence certification for seven products and is conducting
clinical trials for both Naturenz and Eyelight Vita Yellow
supplement products.
OUTLOOK
A new factory with a designed capacity of 4 billion units
per annum started operation in April 2014. A new antibiotic
factory with a designed capacity of 1 billion units is planned for
commissioning in December this year. These two new factories
will together raise the company’s total product capacity to 9.5
billion units, doubling the current capacity. Through this, DHG
will become the largest pharmaceuticals producing company
in Vietnam. The company will also benefit from tax incentives
for the next 15 years (first 4 years at rate of 0%, next 9 years at
rate of 5% and two remaining years at 10%).
The company continues to co-collaborate with senior
academic researchers at pharmaceutical universities. It is jointly
conducting bioequivalent studies on long-acting treatment
products and developing the liver-antidote Naturenz with the
Institute of Biotechnology. The company is also seeking to
produce Spirulina (a type of seaweed containing zinc, selenium
and chromium from spores) to be used in the development of
nutrition-related products for women and children.
VietNam Holding Annual Report 2014
DANANG RUBBER JSC (DRC)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
2012
2013
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS Growth (%)
Gross margin (%)
EBIT margin (%)
ROE (%)
D/E
Current ratio (x)
56.1
133
6%
21.7
14.9
5,355
58%
21.3%
10%
30.5%
0.8
1.9
65.4
133.7
1%
27.1
17.8
4,518
20%
19%
15%
28.5%
1.1
1.4
Sources: DRC audited financial statements
(*) Stock dividend ratio 10:4 in May 2012, and 10:2 in May 2013
ESG HIGHLIGHT
DRC applies clear segregation of duties between its Chairman and its
CEO. The company has been an industry leader in implementing staff
wellness programs, particularly the health and safety aspects. Starting
last year, the company installed state-of-the-art air filters and fire
extinguisher systems at its new factories and workshops. The company
has also enhanced the activities of its investor relations team.
PERFORMANCE & DEVELOPMENT
Financial performance has been solid, as DRC has successfully
capitalized on a significant drop in raw material costs since
late 2011. Although revenue was flat, gross profit margins
improved for a second consecutive year, from 21.3% to
25.6%. Earnings in 2012 and 2013 increased by 58% and
20%, respectively.
OUTLOOK
Domestic demand for truck tires in Vietnam is expected to
remain high in both the short and the long term. In April 2014,
the Ministry of Transportation issued circular No.6 limiting
truck loads and resulting in a higher demand for truck fleets
and tires by transportation companies. Auto sales grew 19%
in 2013 and 31% in 1H2014. They reached 110,519 units in
2013 translating to a potential demand for tire replacement
of 442,074 units each year as of 2014. Auto sales in Vietnam
are expected to reach 130,000 units in 2014, representing an
increased demand for 520,000 tire units in 2015. In response,
DRC plans to expand the capacity of its radial factory from a
current 300,000 units per year to 600,000 units in 2016 and
to 1 million units per year in 2018.
The company continues to benefit from a continuing decline
in raw material prices. However, margins will likely stabilize
due to rising depreciation costs and interest expenses in the
new radial factory.
Vinachem
Foreign investors
Domestic investors
51%
18%
31%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding
TRADING INFORMATION (at 30 June 2014)
Listed on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Price/Book:
2,770,410
USD 5.4 million
VND 41,583
3.3%
HOSE
29 December 2006
83 million
VND 50,500
VND 50,500
VND 35,470
11.1
2.7
CORE BUSINESS
Production of tires and inner-tubes for bicycles, motorbikes
and automobiles.
COMPANY BACKGROUND
DRC is Vietnam’s second largest tire producer in terms of total
sales and the largest producer in terms of heavy truck tires,
with a 35% market share. The company owns two production
workshops with a combined capacity of 11.7 million units
of bicycle/bike tires and 1 million units of automobiles tires
per year. DRC is the only producer of off-road (OTR) tires in
Vietnam. The company was equitized in 2006 and listed on
HOSE in the same year.
KEY STRENGTHS
DRC enjoys strong brand equity and has established a
nationwide distribution network. Their management team
has the technical competence to successfully manage the
company’s diversified scope of business. DRC’s relatively large
operations allow for economies of scale resulting in lower
production costs than most local competitors.
BUSINESS STRATEGY AND EXECUTION
Automobile tires remain the company’s strategic product
line based on growing demand, strong brand equity and an
established distribution network. To better drive future growth,
DRC continues to invest in high-value, high-margin products
such as OTR and radial tires. The export market accounts for
15% of its revenues.
DRC finished construction of a radial tire factory with annual
capacity of 300,000 tires per year, which started operating in
3Q2013. The company has secured an export contract with
Stamford International to sell 120,000 radial tires per year
during its initial production phase.
VietNam Holding Annual Report 2014
11
Portfolio Companies
FPT CORPORATION (FPT)
SHAREHOLDER PROFILE (at 30 June 2014)
State Capital Investment Corporation (SCIC)
Foreign investors
Domestic investors (excluding SCIC)
6%
49%
45%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding
TRADING INFORMATION (at 30 June 2014)
Listed on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Price/Book:
2,308,603
USD 3.94 million
VND 36,404
0.7%
HOSE
21 November 2006
343.89 million
VND 46,600
VND 57,000
VND 31,700
10.5
2.2
CORE BUSINESS
FPT is a regional software developer, provider of IT and
telecom services and distributor/retailer of IT products.
COMPANY BACKGROUND
FPT is the largest IT company in Vietnam, with 2013 revenues
of USD 1.289 billion. Originally a state-owned enterprise
founded in 1988, FPT changed its focus to IT in 1990 and has
held the leading position in Vietnam since 1996. It went public
in 2002 and was listed in 2006.
KEY STRENGTHS
The company’s key strengths include high-quality human
resources, a comprehensive telecom infrastructure and a
reputable brand name that is recognized throughout the
country. FPT is the largest software exporter in Vietnam
with a skilled workforce that includes 6,500 programmers.
A complete telecom infrastructure helps FPT to increase its
competitiveness and reduce lease-line costs and enables its
market expansion to second-tier cities. It is already represented
in 57 of the 63 cities and provinces in Vietnam and in 17
countries around the world with a strong base of more than
300 customers and partners globally.
BUSINESS STRATEGY AND EXECUTION
FPT continues to set an ambitious goal of becoming a globally
recognized all-inclusive IT services provider. Technology, which
includes software development and IT services, and Telecom
businesses are the company’s key growth drivers. FPT has
continued to invest heavily in telecom infrastructures and it
emphasizes training IT professionals, domain experts and key
management staff to increase its dedicated workforce for the
needs of worldwide markets. FPT’s global expansion is being
assisted by the trend of Japanese companies to search for IT
outsourcing destinations outside of China. The company is
also seeing opportunities from the U.S. and Singapore markets
with estimated 2014 IT services spending of USD 379 billion
12
FINANCIAL HIGHLIGHTS (USD million)
2012
2013
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS Growth (%)
Gross margin (%)
EBIT margin (%)
ROE (%)
D/E
Current ratio (x)
340.4
414.6
1,174.7 1,289.0
9.9
126.3
76.7
5,858
3.4
20.5
9.8
29.9
0.3
1.74
(3.1)
125.9
73.6
5,665
(9.7)
19.1
10.7
32.7
0.4
1.5
Source: FPT audited financial statements
ESG HIGHLIGHT
FPT University is cooperating with local colleges to train 500
Japanese-speaking engineers for graduation in 2014. The recent
appointments of two managers as Vice-Presidents to lead FPT’s
Global Expansion program were the result of its Senior Leadership
Rotation program, which trains young employees for future
management positions.
and USD 9.2 billion, respectively. FPT has cash reserves of
around USD 50 million available for M&A targets that include
companies demonstrating strong technological capabilities,
knowledgeable consulting skills and significant international
customer bases.
PERFORMANCE & DEVELOPMENT
FPT’s 2013 profit before tax (PBT) reached USD 119.35
million, up 5% YoY. The software development and telecom
services segments experienced high PBT growth rates of
11% and 20%, respectively. FPT’s strategic markets for
software development grew impressively. The Japan market
achieved 2013 revenues of USD 53.18 million, up 12% YoY,
contributing 52% to total outsourcing revenue. During the
same period the U.S. market registered sales of USD 27.75
million, up 62% YoY, accounting for 27% of total outsourcing
revenue. In addition, FPT won a USD 9.72 million contract to
deliver a Financial Management Information System for the
State Treasury of Cambodia. The company’s second North-
South telecom infrastructure backbone was also completed.
FPT Telecom is using it as a back-up line in case of outages
in order to depend less on other operators’ networks. In
Cambodia, FPT has also been able to reach the second position
in terms of the number of telecom service subscribers.
OUTLOOK
2014 revenue and PBT targets are set to grow 11% and 6%
YoY, respectively due to weaker forecasted macroeconomic
conditions. Therefore, the system integration, distribution
and retail segments do not expect strong growth. However,
the software development segment is forecasted to enjoy
high growth of 28% YoY in sales and 17% YoY in PBT. FPT
will boost overseas revenues by at least 32% YoY as part of
its Global Expansion program. The digital content segment
has been in the restructuring process and is aiming to deliver
better performance in the near future.
VietNam Holding Annual Report 2014 HOA PHAT GROUP (HPG)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
Foreign investors
Domestic investors
44%
56%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding:
TRADING INFORMATION (at 30 June 2014)
Listed on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Price/Book:
4,140,280
USD 6.11 million
VND 31,480
0.9 %
HOSE
31 Oct 2007
481 million
VND 54,000
VND 54,000
VND 23,565
11.0
2.5
CORE BUSINESS
The production and sale of construction steel.
COMPANY BACKGROUND
Hoa Phat was established in 1992 as a small private company
specialized in trading construction machinery and equipment.
The company expanded into the steel business in 1996 with a
steel pipe factory. HPG has since evolved into the second largest
construction steel maker in Vietnam with an 18% domestic
market share at March 2014. HPG is also the largest steel pipe
maker and the largest office furniture manufacturer in Vietnam.
KEY STRENGTHS
HPG is among very few steelmakers in Vietnam developing
an integrated vertical production chain using advanced Basic
Oxygen Furnace technology to make steel from iron ore and
coking coal, which helps mitigating the negative impacts of
input price fluctuations as well as providing cost advantages
over competitors.
The second phase of the current steel mill expansion, which
was put into operations in September 2013, increased HPG’s
total capacity from 850,000 tons to 1.1 million tons per year
and set a strong platform for its future growth. In addition,
HPG’s accessibility to the supplies of major raw materials
proves to be a unique competitiveness factor. It currently owns
a number of iron ore mines, which can supply about 35% of
current iron ore needs and a 700,000 ton coal coking plant to
fully satisfy HPG’s coke requirements. Finally, HPG has a well-
established distribution network across the country.
BUSINESS STRATEGY AND EXECUTION
HPG is in the process of modernizing and expanding its
production units, raw material resources and other facilities
to maintain its dominant position in the construction steel
market. It is endlessly promoting technology improvements to
increase productivity and efficiency, which allows the company
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS Growth (%)
Gross margin (%)
EBIT margin (%)
ROE (%)
D/E
Current ratio (x)
2012
388.0
803.7
(5.7)
77.6
47.5
2,071
(19.8)
14.8
9.7
12.7
0.8
1.4
2013
450.4
903.0
12.5
124.7
93.2
4,055
95.8
17.3
13.8
21.2
0.8
1.1
Source: HPG audited financial statements.
ESG HIGHLIGHT
All Hoa Phat steel plants comply with the strict environmental
policies set by the government. HPG utilizes a water circulation
system and runs a thermal power plant taking heat from the coke
production process in the steel complex. This is not only a cost
benefit factor but also helps mitigate environmental impacts. The
company has participated in a project sponsored by UNIDO (United
Nations Industrial Development Organization) for improving industrial
energy efficiency in Vietnam.
to earn a larger profit margin, maintain its competitive edge
and sustain performance in an increasingly competitive market.
With the completion of phase 2 of the steel mill expansion,
the company will have fulfilled the initial stage of its strategic
objective to achieve the number one position in construction
steel in Vietnam in the next 5 years.
PERFORMANCE & DEVELOPMENT
HPG achieved great success in the 2013 fiscal year amidst a
stagnant property market. It increased its construction steel
market share from 13.2% in 2012 to 15.2% in 2013, and by a
further 18% year-to-date until June 2014. In 2013, HPG earned
VND 2,010 billion net profit, up 102% YoY, on revenues of
VND 19,200 billion, up 11.6% YoY. Aside from extraordinary
financial income, the profit result in 2013 was mainly
attributable to a significant improvement in gross profit margin
from 14.8% to 17.3%. HPG’s revenues and net income for
1H2014 are reported at VND 13,339 billion, up 61% YoY, and
VND 1,874 billion, up 85% YoY thanks to increases in sales of
both construction steel and real estate.
OUTLOOK
Earnings growth is forecast to be strong in 2014 given HPG’s
ability to gain an increased market share and enhance its
profit margins, to benefit from lower interest rates and
substantial earnings from a major real estate project. The
company is aiming for VND 3,200 billion in net profit, up
64% YoY, on revenues of VND 23,000 billion, up 11.3%
YoY, in 2014. Long-term growth prospects are positive,
driven by increasing demand while steel consumption per
capita in Vietnam is still low when compared to the region
and the rest of the world. HPG plans to start construction of
Phase 3 of the Steel Mill expansion in September 2014. With
a design capacity of 750,000 tons per year, Phase 3 will bring
the total capacity of HPG to nearly 2 million tons per year,
the largest in the country.
VietNam Holding Annual Report 2014
13
Portfolio Companies
Hung Vuong Corporation (HVG)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
2012
2013
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS Growth (%)
Gross margin (%)
EBIT margin (%)
ROE (%)
D/E
Current ratio (x)
104.4
367.2
(1.4)
23.3
12.4
2,209
(38.3)
14.1
6.3
12.0
1.1
1.3
110.9
526.7
43.6
14.2
11.8
2,079
(5.9)
8.9
2.7
10.6
1.4
1.2
Sources: HVG audited financial statements
ESG HIGHLIGHT
Hung Vuong was the first Vietnamese seafood company to qualify
for The World Wildlife Fund’s Aquaculture Stewardship Council
certification. The World Wildlife Fund (WWF) has actively supported
Vietnam in improving the sustainable development of pangasius
aquaculture through a five-year Aquaculture Improvement Program. It
has also promoted the application of global standards to all pangasius
enterprises. Hung Vuong and its affiliates have met numerous other
major food safety and quality standards.
in 2013. That same year, HVG spent VND 250 billion to
improve working capital for fish farming, thus enhancing its
ability to process fish in its own processing plants.
PERFORMANCE & DEVELOPMENT
In 2013, HVG generated laudable business results with VND
247 billion in net income, down 5% YoY and revenues
of VND 11,179 billion, up 44% YoY. This was achieved
despite economic slowdown in several important export
markets. The significant increase in revenues came from the
consolidated revenues from its new subsidiary, Viet Thang
Feed (VTF). The company has diversified into new markets
including Brazil, Mexico, Australia and South East Asia.
OUTLOOK
VNH expects a better year for HVG in 2014, as externally
acquired raw materials are set to decrease and export prices
in turn are set to rise. This year, HVG will likely be able
to supply up to 70% of its own needs for raw materials,
compared to about 50% in previous years. HVG is aiming for
VND 700 billion in profits before tax in 2014, up significantly
from last year.
Long-term growth prospects are also positive, driven by
steadily increasing demand for pangasius fillet and shrimp on
the world market and the increasingly strong market position
of HVG versus its competitors.
State Capital Investment Corporation
Foreign investors
Domestic investors
0%
13%
87%
VIETNAM HOLDING’S INVESTMENT(at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding:
TRADING INFORMATION (as at 30 June 2014)
Listed on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Trailing P/B:
6,236,470
USD 5.16 million
VND 17,652
5.2%
HOSE
16 Nov 2009
120 million
VND 23,500
VND 30,000
VND 19,500
13.5
1.2
CORE BUSINESS
The farming, processing and export of pangasius fish products.
COMPANY BACKGROUND
In 2013, Hung Vuong (HVG) was the largest pangasius
exporter in Vietnam with USD 217 million in exports,
representing 12.3% of Vietnam’s total pangasius export
turnover. Established as a private company in 2003, HVG’s
products are shipped to the EU, the US, Russia, Mexico,
Ukraine, Australia, Hong Kong, the Middle East, South
America and South East Asia.
KEY STRENGTHS
Hung Vuong has developed an integrated vertical value chain
from fish hatchery, feed manufacturing and fish farming to
processing, cold storage warehousing and exporting. Vertical
integration enables Hung Vuong to stabilize production
and improve profit margins. HVG’s production capacity is
among the largest in the industry with 11 processing plants,
6 feed mills, 322 hectares of aquaculture zones in favorable
locations and more than 10,000 employees. It has a total
processing capacity of 335,100 tons of fish and 900,000 tons
of fish feed per year. HVG has developed a strong customer
base with more than 40 international distributors.
BUSINESS STRATEGY AND EXECUTION
HVG continues to concentrate on its core business by
growing its production capacity and expanding aquaculture
zones to better secure the increasing demand for sustainably
farmed fish. It is also restructuring the company into groups
of related business lines for more efficient management.
HVG’s growth strategy has been based on both M&A
activities and internal growth. After acquiring Agifish, a
leading pangasius exporter in 2012, HVG went on to acquire
a leading pangasius feed producer Viet Thang Feed (VTF)
14
VietNam Holding Annual Report 2014 PETROVIETNAM DRILLING (PVD)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
2012
2013
PetroVietnam (State Ownership)
Foreign investors
Domestic investors
50%
40%
10%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding
TRADING INFORMATION (at 30 June 2014)
Listed on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Trailing P/B:
2,400,486
USD 7.18 million
VND 63,818
0.9%
HOSE
15 Nov 2006
276 million
VND 82,500
VND 87,000
VND 41,364
10.5
2.2
Equity capital
Revenue
Revenue growth (in USD) (%)
EBIT
NPAT
EPS (VND)
EPS Growth (%)
Gross margin (%)
EBIT margin (%)
ROE (%)
D/E
Current ratio (x)
335.7
572.8
27.4
90.9
63.5
6,302
22.9
22.5
15.9
20.0
1.0
0.9
467.7
710.1
24.0
111.9
90.0
7,493
18.9
22.4
15.8
22.4
0.6
1.2
Source: PVD audited financial statements
ESG HIGHLIGHT
Since inception, the company has observed the industry’s high health
and safety requirements. It has developed extensive programs for
labor protection and has received numerous ISO Health and Safety
Certificates. Its Health Safety Environment Quality (HESQ) Management
System is managed and unified by the parent company to ensure the
consistency of the system throughout all divisions and subsidiaries.
CORE BUSINESS
Drilling and technical drilling-related services in the oil and
gas sector.
COMPANY BACKGROUND
The company was spun off from a division of PetroVietnam
Technical Services (PVS) to become an independent company
in 2001. It was equitized and listed on HOSE in 2006. PVD is
the sole player in drilling services in Vietnam with three self-
elevating (jack-up) rigs, one land rig, one semi-submersible
Tender Assist drilling rig and three other leased drilling rigs. It
supplies various types of technical drilling-related services for
oil and gas exploration and production activities in Vietnam,
Algeria and South East Asia. PVD was named “The Best Oil
and Gas Drilling Contractor in Asia in 2012” by World Finance
Magazine and “Most Admired ASEAN Enterprise for the
Category of Growth – Large Company” by KPMG in 2013.
KEY STRENGTHS
As a part of PetroVietnam (PVN), PVD has a unique
competitive edge due to access to the oil and gas projects
of PVN. It derives about 80% of its business from PVN and
PVN’s affiliates and enjoys a more than 50% market share in
Vietnam’s self-elevating drilling services market. It holds an
80% to 90% market share in related drilling services.
PVD has a proven ability to manage and efficiently operate
premium self-elevating rigs. PVD rigs I, II and III were certified
by the International Association of Drilling Contractors (IADC)
without a Lost Time Incident (Zero LTI). It recently put its PVD
V rig into operation without incident. This rig is one of the
most modern, semi-submersible, Tender Assist Drilling rigs in
the world. PVD has a large client base, comprising both local
and international oil-field operators.
BUSINESS STRATEGY AND EXECUTION
PVD continues to focus on its core businesses of operating
drilling rigs and providing the related technical services. PVD
is seeking to improve its competitiveness and competencies
through technology transfer and risk sharing with strategic
partners such as Maersk Contractors, Baker Hughes,
Halliburton and Expo Group.
PERFORMANCE & DEVELOPMENT
In 2013, PVD achieved 24.5% and 42.1% YoY growth in
revenues and net income, respectively. The impressive results
were mainly attributable to a 15% average increase in lease
rates for drilling service, the healthy growth in oil-well and
other related services, lower interest expenses and increased
income from joint ventures.
In 2013, PVD issued 38 million shares to PetroVietnam and
other investors through a private placement. The proceed
of VND 1,454 billion was used to invest in another modern
drilling rig, which is expected to be operational in 1Q2015, as
well as in new high-tech equipment.
OUTLOOK
The self-elevating rig market in South East Asia, especially
in Vietnam, Indonesia, Malaysia, Thailand and Myanmar, has
been growing in recent years. This is reflected in an average
increase of 15% in lease rates last year. All of PVD’s self-
owned drilling rigs have been working at almost full capacity
under long term contracts. To meet the higher demands of its
clients, PVD often has to lease outside drilling rigs in order to
operate under short-term contracts.
Due to stricter environmental and safety requirements, a
number of outdated regional drilling rigs will be gradually
retired. As a result, there is a shortage in supply of new and
high-tech rigs in the region, which gives great opportunities for
PVD in its short- and mid-term prospects.
VietNam Holding Annual Report 2014
15
Portfolio Companies
TRAPHACO JOINT STOCK COMPANY (TRA)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS growth (%)
Gross Margin (%)
EBIT Margin (%)
ROE (%)
D/E (x)
Current Ratio (x)
2012
21.7
66.9
31.8
9.9
5.6
5,023
39.4
41.1
14.8
25.8
0.5
1.6
2013
32.4
80.2
20.1
12.0
7.1
6,255
24.5
42.9
15.0
26.0
0.2
2.3
Sources: Company’s audited financial statements and annual reports.
ESG HIGHLIGHT
By the end of 2013, Traphaco completed the submission to
government regulators of its registration profile for the WHO’s Good
Agriculture and Collection Practices (GACP-WHO) standards for 4 of
the key ingredients for its Boganic and Cebraton products, marking
additional important steps to TRA’s becoming an environmentally
responsible producer and supplier in the industry.
its cost margins by increasing production efficiencies and
shifting its product mix to higher margin items. TRA has also
put additional emphasis on employee training to prepare for
the launch of a new factory in 2015.
PERFORMANCE & DEVELOPMENT
Over the last 2 years, Traphaco has acquired three local drug
distributors in the provinces Daklak in South-Central Vietnam,
Quang Tri in Central Vietnam and Thai Nguyen in Northern
Vietnam. Traphaco now has the second largest pharmaceutical
distribution network in Vietnam. Its raw material quality
control has benefited from its GreenPlan program, under
which the company has developed more than 100ha of new
herbal ingredient plantations. The company achieved growth
rates of 20.1% in net revenue and 28.3% in net profit after
tax in 2013, far ahead of the industry average rate of 15% in
both categories.
OUTLOOK
TRA has set moderate targets for fiscal year 2014. During
the year it will introduce restructuring changes in its sales
sytem. This may produce some diffculties in the short term
but will ensure more sustainable growth in the future. From
2015, high growth will be maintained for several reasons. It
will limit herbal production facilities to GMP-WHO certified
factories creating opportunities to gain market share. The
full consolidation of a currently 51% owned subsidiary will
improve bottom line margins. And stronger brand name
positioning will be the result of a new promotion campaign
and further brand consolidation. By the end of 2015, Traphaco
plans to bring into operation a new, high-tech factory in Hung
Yen representing an estimated investment of VND 300 billion.
State owned (SCIC)
Foreign investors
Domestic investors
36%
46%
18%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding:
TRADING INFORMATION (at 30 June 2014)
Traded on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Price/Book:
2,200,528
USD 4.6 million
VND 45,559
8.9%
HOSE
26 Nov 2008
24.7 million
VND 77,000
VND 92,900
VND 70,200
13.9
2.9
CORE BUSINESS
Manufacturer and distributor of herbal medicines.
COMPANY BACKGROUND
Traphaco (TRA) is the leading herbal medicine manufacturer
in Vietnam, with herbal medicine representing about 80%
of total self-produced product sales. Originating as a state-
owned enterprise, TRA was equitized in 2000 and listed on
HOSE in 2008.
KEY STRENGTHS
TRA was the first traditional pharmaceutical company in
Vietnam to successfully build a widely recognized brand name.
It is now nationally known as a leading supplier of high-quality
herbal and medicinal products, and has received many awards
for product quality and biotechnology research including the
International Best Enterprise award given by the European
Business Assembly. TRA has the first herbal production factory
in Vietnam to be certified by World Health Organisation’s
Good Manufacturing Practices system (GMP-WHO), and has
positioned itself as a technology leader. Its R&D department is
very active and efficient, resulting in 20 new products being
researched and around 6 new products being brought to
market each year.
BUSINESS STRATEGY AND EXECUTION
After more than 10 years of focusing on the introduction of
high quality, branded products, TRA has now switched to
a more aggressive expansion strategy. It has increased the
number of proprietary medicines, expanded its distribution
network by acquiring pharmaceutical companies with existing
local distribution networks and enhanced the supply channels
of its herbal plantations. Through this it has become a leader
in sustainable herbal medicine production not only in Vietnam,
but also globally. To strengthen its finances, TRA has improved
16
VietNam Holding Annual Report 2014 VIETNAM DAIRY JOINT STOCK COMPANY (VNM)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
2012
2013
SCIC
Foreign investors
Domestic investors
45%
49%
6%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding:
TRADING INFORMATION (at 30 June 2014)
Traded on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Price/Book:
1,357,662
USD 2.4 million
VND 37,520
0.2%
HOSE
19 January 2006
833 million
VND 122,000
VND 148,000
VND 120,000
15.9
5.4
CORE BUSINESS
Manufacture and distribution of dairy and beverage products.
COMPANY BACKGROUND
Vinamilk (VNM) is the leading dairy product manufacturer and
distributor in Vietnam, with an average market share of over
50% (90% in yogurt, 70% in condense milk, 49% in fresh
milk, and 25% in powdered milk). Seven years after having
its shares listed on the Ho Chi Minh stock exchange, VNM is
now one of the largest listed companies in Vietnam by market
capitalization (around USD 5.5 billion). VNM aims to become
the leading Vietnamese brand, recognized and trusted for
providing healthy and nutritional products.
KEY STRENGTHS
VNM differentiates its sustainable business strategies through
product innovation based on a strong R&D commitment, an
extensive network of distributors and growing export capacity.
VNM takes pride in its well-established distribution network
which is comprised of a modern trade channel (supermarkets)
and a traditional channel (retailers) across the country. Through
the traditional channel, VNM deals with up to 250 exclusive
distributors who deliver products to more than 220,000
retailers.
BUSINESS STRATEGY AND EXECUTION
VNM’s vision is to continue being Vietnam’s most sustainable
and fastest growing dairy food company and ultimately to be
among the top 50 dairy producers globally, with sales revenues
above USD 3 billion by 2017. The company continues to focus
on local market share expansion by building a high quality and
diverse product portfolio for a growing customer base, through
a steadily widening distribution network.
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS growth (%)
Gross Margin (%)
EBIT Margin (%)
ROE (%)
D/E (x)
Current Ratio (x)
738.7
836.8
1,279.9 1,475.9
13.2
382.0
311.6
7,840
13.0
36.1
25.9
39.6
0.1
2.6
37.3
315.2
276.3
6,940
36.6
33.6
20.0
41.6
0.0
2.7
Sources: VNM annual report and audited financial statements
ESG HIGHLIGHT
Nine of VNM’s factories (including two mega factories) are using
either Biomass fuel or CNG fuel. Vinamilk has also impemented a
number of methods to better the well-being of its livestock such as
specialized rubber flooring pads made by a Swedish company.
PERFORMANCE & DEVELOPMENT
In 2013, Vinamilk inaugurated two new factories including
a 54,000-ton-per-year powdered milk factory and a 400
million-liter-per-year liquid milk factory, which both meet
international standards. The powdered milk factory, built to
international standards, has the capacity to feed 700,000
children per year. The liquid milk factory uses the modern
integration and automation technologies provided by the
Swiss giant Tetra Pak and includes the largest high-tech
“intelligent” warehouse in Vietnam.
The company has also expanded its production capacity and
distribution network to new markets such as the US, Cambodia,
New Zealand and Poland. A 70% stake in Driftwood (USA), a
51% holding in a joint venture with a Cambodian partner, an
investment in a Miraka milk processing factory in New Zealand
and a USD 3 million wholly-owned subsidiary in Poland serve
as VNM’s footholds in these important markets.
OUTLOOK
VNM reported an annual growth target of 20% in revenues
and 10% in net profits for the next 5 years. The company’s
management plans to upgrade capacity of the liquid factory
to 800 million liters per annum by 2017. The powdered milk
factory is expected to satisfy 35% of domestic demand by
2015 and 40% by 2020. In an effort to be more independent
with raw material resources, the company has been increasing
investments in its livestock assets by raising the herd from
8,000 cows to 36,000 cows by 2016. The company expects
to report single digit growth in 2014 for a number of reasons:
weaker aggregate demand; a government decreed price cap
on powdered milk products for children under 6; higher raw
materials prices and surging depreciation expenses from two
new factories. The company’s prospects look more attractive in
the long term with stronger recovery in domestic demand and
full efficiency from its new factories and oversea investments.
VietNam Holding Annual Report 2014
17
Portfolio Companies
VICONSHIP (VSC)
SHAREHOLDER PROFILE (at 30 June 2014)
FINANCIAL HIGHLIGHTS (USD million)
Foreign investors
Domestic investors
49%
51%
VIETNAM HOLDING’S INVESTMENT (at 30 June 2014)
Number of shares:
Total investment:
Average purchase price:
% VNH shareholding:
TRADING INFORMATION (at 30 June 2013)
Traded on:
Date of listing:
Total shares outstanding:
Share price:
52 week high:
52 week low:
Trailing P/E:
Price/Book:
2,895,507
USD 3.05 million
VND 22,331
8.4%
HOSE
12 December 2007
28.6 million
VND 51,000
VND 66,000
VND 27,900
7.2
1.9
Equity capital
Revenue
Revenue growth (in VND) (%)
EBIT
NPAT
EPS (VND)
EPS growth (%)
Gross Margin (%)
EBIT Margin (%)
ROE (%)
D/E (x)
Current Ratio (x)
2012
36.3
37.2
21.0
11.3
10.9
8,021
19.6
34.4
30.3
30.2
0.05
2.2
2013
41.9
37.8
1.6
12.8
11.5
8,394
4.7
38.3
33.9
27.2
0.01
2.3
Sources: VSC annual report and audited financial statements
ESG HIGHLIGHT
A clear segregation of duties between the Chairman and the CEO
was put into effect in 2011. The company has robust policies on
labor and environmental protection, including energy efficiency and
port cleanliness. VSC also organizes diversified programs and social
activities for employees. In particular, 16 staff members were sent to
foreign countries for training last year. Forty were sent to domestic
English language training and 466 to periodic technical training.
CORE BUSINESS
Viconship (VSC) engages in the integrated businesses of port
services, container yard operation, cargo forwarding and
truck transportation.
COMPANY BACKGROUND
VSC was founded in 1985 in Haiphong as part of the Vinalines
Group. In 2002 it was equitized and was subsequently listed
on HOSE in 2008. VSC is the only port services company
without state ownership, and foreign shareholders currently
hold the maximum permitted 49% interest. VSC operates an
international seaport (Green Port), which can accommodate
two ships of up to 10,000 DWT (deadweight tons) each at
any one time. This port accounts for about 60% of VSC’s
total revenues and almost 80% of its net profits. The
company’s extensive container yards are strategically located
in Haiphong near Green Port. This segment contributes 20%
of revenues and nearly 10% of profits. Truck transport and
cargo forwarding add 20% and 10% of total revenues and
profits, respectively.
KEY STRENGTHS
VSC has built its reputation on the quality of its services, with
quality management, a clear growth strategy and a consistent
long-term vision. VSC provides a complete range of facilities
from cargo loading to warehousing, container yard operation,
in-land truck transport and freight forwarding.
BUSINESS STRATEGY AND EXECUTION
VSC has now completed its Green Port Logistic Center with
two 7,500 square meter storage facilities on 15ha of land.
The company also plans to construct a container port in the
center of Dinh Vu Port with a capacity of 500,000 twenty-foot
containers (TEU) per year. This will raise the total capacity of
VSC there to 800,000 TEU per year. VSC also increased its 12%
stake in PTSC Dinh Vu (PSP) to 22% and made it an affiliated
company. PSP is located next to the Dinh Vu Port, one of the
most profitable ports in the Hai Phong area.
PERFORMANCE & DEVELOPMENT
Revenues and net income in 2013 rose only marginally by
1.6% and 5.2% YoY, respectively. Gross margins increased
to 38.3% YoY, due to an 11% decrease in labor costs in the
same period. VSC finances its balance sheet primarily through
equity capital. Its debt/equity ratio is only 0.01. Its current
ratio is high at more than 2X with a large cash balance.
OUTLOOK
In 2014, VSC’s revenue and profits growth will be contributed
to primarily by the new logistics center. Revenue and net
profits are expected to increase by 14.2% and 8.2% YoY,
respectively. Management also targets a 2014 dividend
between 20% and 30% on its new charter capital after
paying a 20% stock dividend in 2013.
18
VietNam Holding Annual Report 2014 Sustainability Report
SUSTAINABLE INVESTING
As a long-term investor, we remain committed to the
application of sound sustainability criteria in our value
investing approach. As Vietnam’s modernization continues
to shape the society in which we deploy assets, major
macro-shifts can be discerned, posing both challenges and
opportunities. Rural development, urbanization and the
growth of a more affluent demographic are examples of
the trends that continue to seed change in local values and
consumer patterns. As a responsible investor, we choose
to invest in enterprises that demonstrate a commitment
to positive change within the communities in which they
operate and serve. By investing in the growth of living
standards, more inclusive economic participation and higher
value-added products we can capitalize on the positive
developments of our portfolio companies.
VNH avoids investments involving products and services
with known negative effects. The fund’s exclusion
criteria cover businesses dealing in tobacco, firearms,
distilled alcohol and gambling, among others. In addition,
each short-listed investment is thoroughly screened for
controversial business practices in an intensive due diligence
process. Companies engaged in pollution, child labor, bribery
or other damaging business practices are excluded from our
investment consideration.
As part of the investment process, our investment team
identifies key environmental, social and governance issues
through tailored industry analysis methods and direct
requests for information from target companies. When
sustainability issues have a real or potentially significant
impact on revenues or costs, they are systematically factored
into the investment analysis. By monitoring these material
performance indicators, VNH engages individual portfolio
companies on the basis of their ESG profile and seeks to
catalyze positive change. Our divestment policy captures
companies that fail to demonstrate real awareness of – or to
consider improvements in – key sustainability issues.
PORTFOLIO COMPANIES: PROGRESS REPORT
Environment
Vinamilk (VNM)
To ensure the highest possible input quality, breeding
facilities are equipped with the world’s most modern
technology such as temperature resistant roof systems using
cold steel sheets as a heat insulation layer, an automatic,
drinking system and new cooling fans. The resting lots for
the cows are covered by rubber mattresses made in Sweden
to ensure the cow hoofs are clean and not infected. Each
cow wears a microchip to check the exact amount of milk
provided by each cow and detect the cows in rut or ill so
that veterinarians can promptly give treatment. Vinamilk
continues to buy the additional milk it does not itself
produce directly from farmers rather than from agents as
part of a program begun in April, 2013. This helps to better
control critical input quality. Vinamilk has also started using
aluminum and stainless steel cans to contain milk instead of
plastic cans. By the end of 2013, 90% of its dairy farmers
used aluminium and stainless steel to preserve milk. The
transit stations have also been upgraded with stainless
steel standardized cooling tanks and a closed equipment
sanitation process. Vinamilk has also started to apply the
Resazurin method to check micro-organisms in milk. With
this method, the farmers need to wait just 10 minutes to get
quality test result. Nine of the company’s factories, including
its two mega-factories, use either Biomass or CNG fuel.
Hau Giang Pharma (DHG)
DHG introduced new policies for environment protection
in its 2013 Annual Report. The policies were established
in accordance with both ISO and WHO global standards.
The company has also built environmental protection
programs based on guidance formulated in local regulations.
They include those local regulations that standardize the
performance assessment of environmental impacts before
and after an investment project. Environmental evaluation
criteria monitoring air, noise, humidity, and waste- water are
tested 4 times per year.
Traphaco (TRA)
In a long-term strategy to use green plantations and green
procurement, the company aggressively expanded its
plantation areas for key herbal materials throughout the
country. As of April 2014, Traphaco has developed more than
600 hectares of new, green plantations of herbal materials,
an increasing portion of which meet WHO standards. In
2013, 93% of the input materials in Traphaco’s production
were from closely controlled domestic sources.
National Seeds (NSC)
Under new programs to enhance environment protection,
NSC is emphasizing its R&D activities in creating new breeds,
which are resistant to pests and diseases. This will minimize
the use of pesticides and reduce air and water pollution. The
breeds include glutinous maize hybrids, the VS1 rice seed
and certain high quality fragrant rice varieties.
Social
Hoa Phat Group (HPG)
During the Tet holidays, Hoa Phat organizes annual trips to
Vietnam’s northern mountains to bring the minority ethnic
people gifts such as sweaters, coats, books and stationery. In
2013, the Group also provided VND 5 billion for the building
of an elementary school in Hai Duong province, which is
well equipped with modern facilities and meets national
standards. HPG also spends VND 700 million per year to
provide supplemental food to the patients in hospitals in Ho
Chi Minh City.
FECON Foundation Engineering & Underground
Construction (FCN)
Continuing the success of the first such event, FECON
organized the second annual international GEOTEC HANOI
Conference. Both conferences were presented in cooperation
with the Asian Institute of Technology and Vietnamese expert
organizations. They provided useful guidance on high-rise
construction, underground work in soft soil, and foundation
improvement techniques. Participants included more than
500 international and local specialists who much appreciated
the events as productive contributions to the development of
the industry and to industry safety standards.
VietNam Holding Annual Report 2014
19
the most senior VNH representatives, local executives
are challenged to answer and discuss pertinent and well-
informed inquiries.
Through these direct engagement visits VNH emphasizes
the importance of enhanced company disclosure and
transparency. In many cases, tangible progress in annual
reports and company websites are noted, which rewards
VNH’s ongoing commitment to spread ESG awareness and
enforcement throughout Vietnam’s corporate community.
Results to date prove the effectiveness of our approach, and
the directors of VNH and VNHAM will continue to develop
their active engagement program.
VNH Forum
The VNH Forum events showcase international best practices
through select international key-note speakers and panel
sessions which also feature many local experts. The Forums
target the senior executives of both private and state-owned
enterprises. Through these events, VNH seeks to foster
awareness of value investment and sustainability principles
within Vietnam’s investment community. Past speakers
have included local and international experts from finance,
industry, academia and government bodies.
The last VNH Forum was held on 6 March 2014 in Ho Chi
Minh City with the theme “ESG Reputation in a Digital
World”. The keynote speaker, Peter Klein, CEO of Educated
Change Ltd, addressed what every executive must do
to protect and build a digital reputation. The impact on
corporate image of Big Data, Social Media and the Internet
in general in relation to ESG issues was also broached. It was
the 9th VNH Forum, and this event series is to be continued
in 2015.
Sustainability Report
Governance
Petrovietnam Drilling (PVD)
For the first time, Petrovietnam Drilling announced in its
2013 Annual Report a long-term sustainable development
strategy. Sustainability was established as a core value of
the company. The strategy stressed a strong commitment
to Health, Safety, Environment, and Quality. It made clear
a real enthusiasm for responsible innovation and a strong
commitment to its shareholders as well as to society.
Under its HSEQ programs, Petrovietnam Drilling has issued 74
related documents covering training materials, the evaluation
of more than 100 sub-contractors and surveys on customer
satisfaction. Conferences on HSEQ involved the participation
of both subsidiaries and joint venture companies such as
PVD Baker Hughes, Vietubes and PVD Expro. In 2013, the
company achieved a Lost Time Incident Rate of zero, while
the average Asia Pacific level was 0.12.
National Seeds (NSC)
In its 2013 Annual Report, NSC announced its position
statement on climate change and sustainable development.
NSC explains that Vietnam is one of the 10 countries in the
world that are most severely affected by climate change.
Natural disasters have been occurring at greater frequency
and farmers who live in poorer areas are the most
affected. As an enterprise that operates in the agriculture
business, NSC puts at the core of its development a
responsibility towards social development, environmental
protection and the harmonization of interests among their
related stakeholders.
ACTIVE ENGAGEMENT
As an active investor, Vietnam Holding assigns a high
priority to the engagement mandate entrusted to us by
our shareholders. During the past fiscal year, our
investment team has further developed its engagement
initiatives, adding to the impressive results that have already
been achieved.
Many of the improvements in the areas of environmental
practices, corporate social responsibility and corporate
governance described in the previous section were the
result of our active engagement. VNH and its investment
manager remain fully committed to pursuing a focused
discussion of crucial ESG issues in our constant dialogue with
investee companies.
Director Engagement
The Boards of Directors of VNH and its investment manager
are committed to the established practice of engaging
portfolio company executives in face-to-face meetings. Each
VNH and VNHAM director is assigned to selected portfolio
companies according to their industry specialization. In
concert with members of the investment team, they follow a
systematic engagement schedule of personal meetings with
the management of our portfolio companies. The assigned
analyst briefs each director on the important financial and
ESG issues in advance of every visit, and directly benefits
from attendance at the meetings. An important aspect of
the directors’ engagement is the element of seniority that
the directors bring to the relationship. When meeting with
20
VietNam Holding Annual Report 2014 Shareholder Voting
Over the past fiscal year VNH voted at the Annual General
Meetings of every portfolio company in which the fund held
an equity position at the time of the AGM.
The voting activity of VNH was as follows:
§ During the fiscal year, VNH attended 25 AGMs in which a
total of 210 individual agenda items were proposed. The
investment team considered each issue on the basis of
strategic merit and long-term profitability.
§ In most cases, VNH voted for the agenda items proposed
by the companies’ boards of directors. In the cases of
two investee companies that we had decided to divest,
we nevertheless attended the AGMs, but did not involve
ourselves in the objections to some agenda items.
CARBON FOOTPRINT
VNH is very conscious of its corporate carbon footprint. With
offices in Vietnam and Switzerland as well as an international
Board of Directors, the emission of greenhouse gases tied
to our activity is relatively high compared to the size of the
organization. However, the Company has been offsetting its
CO2 emissions since 2010.
The carbon footprint of our business activities for the
respective fiscal years is calculated by considering the
international and domestic air travel of our directors and
staff as well as the energy consumption of our two offices.
For the past fiscal year we have estimated that the carbon
footprint of our travel activity amounts to 282.60 tons of
CO2, while the energy consumed in our offices amounts to
83.92 tons.
We are offsetting the total 366.52 tons of CO2 through our
continued support of two small hydropower projects located
in Kon Tum Province, Central Vietnam. By providing this
rural and mountainous region with reliable and sustainable
energy, these projects displace diesel generators and wood-
fired lighting and heating. This leads to better air quality and
reduced respiratory and eye diseases. In an effort to support
sustainable development in the local communities, the
project owner has funded the construction of canals, bridges,
roads and a school. Also, local farmers are encouraged to
broaden their agricultural activities in order to make them
more sustainable. This includes implementing aquaculture,
which reduces the need for logging to create more farmland.
We will continue in this commendable environmental and
community enhancement effort and will regularly report on
our progress.
PARTNERSHIPS
Through the long-term relationships of our senior staff
and advisors, and during the past seven eventful years as
an investor in Vietnam, VNH has developed a strong local
and international network of partnerships. The following
organizations have contributed to shaping VNH’s strategy
and profile, and continue to support our desire to bring
forward the sustainability agenda in Vietnam:
ASrIA
Global Compact
UN PRI
South Pole Carbon
VNH continues to support the
Association for Sustainable &
Responsible Investment in Asia. We
look forward to further association
initiatives that encourage the sustainable
investment dialogue in Vietnam within
the context of Asia’s private and public
capital markets.
VietNam Holding Asset Management
has been a founding and active member
of the Global Compact network in
Vietnam since 2007. Managed by the
United Nations, the Global Compact is a
strategic policy initiative for companies
that wish to align their activities with ten
key principles in the public and private
sectors. At VNH, we continue to do so.
At its AGM in 2009, shareholders
voted to endorse the comprehensive
alignment of VNH’s investment policy
with the United Nations Principles
for Responsible Investment. As a
consequence, ESG factors are now
fully incorporated into our investment
analysis and engagement strategy.
South Pole Carbon has helped VNH
to calculate its CO2 footprint for the
past four fiscal years and to identify a
suitable project in Vietnam to properly
and meaningfully offset harmful
emissions. South Pole Carbon is a Swiss-
based global leader in the development
of emission reduction projects, the
providing of climate action solutions,
and active carbon asset management.
VietNam Holding Annual Report 2014
21
Directors’ Report
The Board of Directors makes all policy decisions on
investment strategies, portfolio allocations, investment
risk profiles, capital increases and profit distributions to
Shareholders. It also appoints the Investment Manager, to
whom it provides such instructions as may be appropriate.
The Board is responsible for reviewing the Company’s
Investment Policy and the performance of its investment
portfolio. In particular, the Board is required to approve
all investments that are in excess of 4% of the Net Asset
Value at the time that the investment is made. Disposals of
investments where the Company holds 4% or more of the
total share capital of the respective portfolio company are
also subject to the approval of the Board.
As a Cayman Islands incorporated company that is
admitted to trading on the London Stock Exchange’s AIM
division and with a secondary listing on the Frankfurt Stock
Exchange’s Entry Standard Market, the Company is not
required to and does not comply with any particular code of
corporate governance. However, the Directors recognise the
importance of sound corporate governance commensurate
with the size of the Company and the interests of
Shareholders. The Company has therefore adopted a code of
ethics, which applies to all directors and advisors as well as
to all VNHAM employees. The Directors also comply with the
AIM Rules, including Rule 21 relating to directors’ dealings.
The Company has also adopted a code for directors’ dealings
in securities of the Company based on the model code
annexed to chapter 9 of the Listing Rules of the Financial
Conduct Authority in the UK.
Presently the Board consists of three non-executive Directors,
all of whom are regarded by the Board as independent,
including the Chairperson, and are subject to re-election
annually. The Board takes careful consideration when
recommending Directors for re-election and views that
length of service alone does not necessarily restrict Directors
from seeking re-election. Current Directors include:
Mrs. Min-Hwa Hu Kupfer, Chairperson
Professor Rolf Dubs
Mr. Nguyen Quoc Khanh
The Board has also established two committees: an Audit
Committee and a Corporate Governance Committee. Both
committees are made up of all three Directors who work
closely on all Board matters.
The Audit Committee, chaired by Mr. Nguyen Quoc Khanh,
is responsible for appointing the Auditors, subject to
Shareholder approval, and for reviewing the results of all
audits. It is also responsible for establishing internal business
controls and audit procedures. The internal compliance audit
function has been delegated to an external audit firm, which
submits periodic internal audit reports to the Chairman of the
Audit Committee.
22
The Corporate Governance Committee, chaired by Professor
Rolf Dubs, is responsible for the governance of the Company
and the Company’s relationships with multiple constituents,
including the Investment Manager and its affiliates.
The Board met quarterly and held one telephonic board
meeting during the Year. In the same period, the Board
oversaw the successful exercise of 12.7 million warrants
issued by the Company, resulting in an equal number of
additional ordinary shares being issued and raising capital
totalling USD 15.2 million.
Concurrently with each meeting, the Board extensively
reviewed with the Investment Manager the status and
the performance of the portfolio, including investment
themes, pipelines, divestures, industry trends and peer group
performance comparisons. Following the recommendations
made under the portfolio management policy of the
Investment Manager, during every quarterly review the Board
approved and ratified as necessary the asset allocation limits
and target position of each equity investment. The Board
approved and monitored the portfolio rebalancing activities
where the Investment Manager exited nine portfolio
companies and initiated ten new investments, raising the net
number of equity holdings in the portfolio from twenty-five
to twenty-six during the Year.
The share buy-back program and share price discount control
procedures were also reviewed quarterly during the Board
meetings. As had been the case in the past several years, the
Company held investor presentations during the twelve-month
period, twice each in Zurich, Geneva and London, where the
Directors met and engaged with Shareholders. The Board
also reviewed other investor relation activities, including a
roadshow in Frankfurt, coverage by brokerage research and
investment analysts, and investor communications.
The Board regularly reviewed the ongoing expenditures of
the Company, the variance between actual expenses incurred
as compared to the respective budgeted items, as well as the
service qualities, costs and engagement terms of its service
providers. After careful consideration, the Board appointed
Altium Capital Limited as the Company’s Nominated Advisor
and Winterflood Investment Trusts as the Company’s broker,
replacing Oriel Securities Limited in both roles, effective in
June 2014.
The Audit Committee held four meetings in the Year in
conjunction with the Board meetings. The Chairman of the
Investment Manager’s Risk Management Committee
reviewed with the Committee the Master Risk Matrix in
each of the quarterly meetings. In addition, compliance
reporting was reviewed, and risk control issues were
evaluated by the Committee.
VietNam Holding Annual Report 2014 The Corporate Governance Committee also held four
meetings in conjunction with the quarterly Board meetings.
The Investment Manager presented its strategic plans,
financial positions and organizational development in
each of the Committee meetings. Throughout the year, the
Committee evaluated the quality of communications between
the Chairperson of the Board and its members, the timeliness
and completeness of the Board meeting material submission,
and the overall effectiveness of each Board meeting.
The Committee conducted the annual performance review of
the Investment Manager and approved the Key Performance
Indicators as jointly recommended by the CEO and the Board
of the Investment Manager. In addition, the Committee
oversaw the annual certification of the Code of Ethics by
all employees, officers, advisors and Board members of the
Investment Manager and the Company.
Directors’ Ownership of VNH
Mrs. Min-Hwa Hu Kupfer
Professor Rolf Dubs
Mr. Nguyen Quoc Khanh
36,667 shares
30,000 shares
10,000 shares
During the year, the Directors increased their collective
ownership of the Company from 60,000 shares to 76,667
shares as a result of the exercise of 6,667 warrants by Mrs.
Min-Hwa Hu Kupfer, and of 10,000 warrants by Professor
Dubs in September 2013.
On behalf of the Board of Directors:
Remuneration
The remuneration of each of the Company’s Directors
contains two parts:
Min-Hwa Hu Kupfer
Chairperson
22 August 2014
1. Base Fee
2. Committee and Board related service, including attendance
at Committee and Board meetings, based on the number
of days worked.
In 2014, the Company’s Directors’ Base Fees were:
Mrs. Min-Hwa Hu Kupfer
Professor Rolf Dubs
Mr. Nguyen Quoc Khanh
USD 28,000
USD 20,000
USD 20,000
For attendance in person at each quarterly Committee
and Board meeting, each Director was paid USD 1,500 per
meeting day. For attending any Committee or Board meeting
held telephonically, each Director was paid USD 750 per
meeting. Each Director was also compensated USD 1,500
per day on which services related to Committee and Board
initiatives were rendered.
The total remuneration of the Company’s Directors during
the Year as the result of meeting attendance and Committee
works was USD 170,750 as follows:
Mrs. Min-Hwa Hu Kupfer, Chairperson
Professor Rolf Dubs, Director &
Chairman, Corp. Governance Committee
Mr. Nguyen Quoc Khanh, Director &
Chairman, Audit Committee
USD 81,250
USD 46,250
USD 43,250
VietNam Holding Annual Report 2014
23
Offsetting CO2 Emissions
As mentioned in the preceding Sustainability Report VNH is supporting this hydropower project through Swiss-based South Pole Carbon
in order to offset its annual CO2 emissions.
The new hydropower house in central Vietnam’s Kon Tum province distributes clean energy to the local population.
Clean electricity reduces diesel generator and wood fire use in this rural area and thus improves in and outdoor air quality.
24
VietNam Holding Annual Report 2014 Independent Auditor’s Report
KPMG LLP
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
T: +65 6213 3388
F: +65 6225 0984
W: www.kpmg.com.sg
To the Shareholders of
VietNam Holding Limited
c/o Card Corporate Services Ltd.
Fourth Floor, Zephyr House
122 Mary Street
PO Box 709 GT
Grand Cayman
KY1-1107, Cayman Islands
Offsetting CO2 Emissions
As mentioned in the preceding Sustainability Report VNH is supporting this hydropower project through Swiss-based South
Pole Carbon in order to offset its annual CO2 emissions.
Report on the financial statements
We have audited the accompanying financial statements on pages 26 to 42 of VietNam Holding Limited (“the Company”),
which comprise the statement of financial position as at 30 June 2014, the statements of comprehensive income, changes in
equity and cash flows for the year then ended, and notes, comprising a summary of significant accounting policies and other
explanatory information.
Management’s responsibility for the financial statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with
International Financial Reporting Standards as adopted by the European Union, and for such internal control as management
determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at
30 June 2014, and of its financial performance and its cash flows for the year then ended, in accordance with International
Financial Reporting Standards as adopted by the European Union.
KPMG LLP
Public Accountants and Chartered Accountants
Singapore
22 August 2014
VietNam Holding Annual Report 2014
25
Statement of Financial Position
as at 30 June 2014
Assets
Cash and cash equivalents
Investments in securities at fair value
Accrued dividends
Receivables on sale of investments
Total assets
Equity
Share capital
Retained earnings
Total equity
Liabilities
Payables on purchase of investments
Accrued expenses
Total liabilities
Total equity and liabilities
Total equity represented by:
Net assets attributable to shareholders (last traded prices)
Adjustment from last traded prices to bid – market prices
Net assets attributable to shareholders (bid – market prices)
Note
2014
USD
2013
USD
3
5
2,459,814
118,526,227
625,811
693,059
122,304,911
2,671,910
83,939,007
374,108
1,326,054
88,311,079
120,094,331
392,362
120,486,693
109,507,940
(22,239,418)
87,268,522
605,360
1,212,858
1,818,218
122,304,911
705,228
337,329
1,042,557
88,311,079
120,486,693
–
120,486,693
88,198,156
(929,634)
87,268,522
6
The net asset value per share based on last traded prices was USD1.921 as at 30 June 2014 (2013: USD1.648) calculated as per
the prospectus, and the net asset value per share calculated as per IFRS, USD1.921 as at 30 June 2014 (2013: USD1.630). This
is based on 62,722,025 shares outstanding (2013: 53,530,411).
The financial statements on pages 26 to 42 were approved by the Board of Directors on 22 August 2014 and were signed on
its behalf by:
Min-Hwa Hu Kupfer
Chairperson of the Board of Directors
Nguyen Quoc Khanh
Chairman of the Audit Committee
The accompanying notes form an integral part of these financial statements.
26
VietNam Holding Annual Report 2014
Statement of Comprehensive Income
for the year ended 30 June 2014
Dividend income from equity securities at fair value through profit or loss
Net gain from equity securities at fair value through profit or loss
Net foreign exchange loss
Net investment income
Investment management fees
Incentive fees
Advisory fees
Administration and accounting fees
Custodian fees
Directors’ fees and expenses
Brokerage fees
Audit fees
Publicity and investor relations fees
Insurance costs
Administrative expenses
Risk management expenses
Technical assistance for investee companies
Total operating expenses
Note
2014
USD
2013
USD
7
8
8
10
9
8
4,087,013
23,123,195
(16,647)
27,193,561
4,043,206
17,445,739
(31,491)
21,457,454
2,142,403
954,449
149,834
95,281
141,827
296,238
56,571
42,334
267,344
45,000
229,240
100,000
41,260
4,561,781
1,465,670
–
163,327
83,250
76,159
214,511
62,000
43,667
278,082
50,000
177,145
60,000
35,000
2,708,811
Change in net assets attributable to shareholders
22,631,780
18,748,643
Earnings per share – basic and diluted
14
0.37
0.35
The accompanying notes form an integral part of these financial statements.
VietNam Holding Annual Report 2014
27
Statement of Changes in Equity
for the year ended 30 June 2014
Balance at 1 July 2012
110,660,392
(176,302)
(40,988,061)
69,496,029
Share
Capital
USD
Reserve for
own shares
USD
Retained
Earnings
USD
Total
USD
Total comprehensive income for the year
Change in net assets attributable to shareholders
Total comprehensive income
Contributions and distributions
Issuance of ordinary shares
Repurchase of own shares (note 5)
Warrants issuance cost
Total contributions and distributions
Balance at 30 June 2013
–
–
–
–
18,748,643
18,748,643
18,748,643
18,748,643
304,598
–
(20,875)
283,723
110,944,115
–
(1,259,873)
–
(1,259,873)
(1,436,175)
–
–
–
–
(22,239,418)
304,598
(1,259,873)
(20,875)
(976,150)
87,268,522
Balance at 1 July 2013
110,944,115
(1,436,175)
(22,239,418)
87,268,522
Total comprehensive income for the year
Change in net assets attributable to shareholders
Total comprehensive income
Contributions and distributions
Issuance of ordinary shares
Repurchase of own shares (note 5)
Warrants issuance cost
Total contributions and distributions
Balance at 30 June 2014
–
–
–
–
22,631,780
22,631,780
22,631,780
22,631,780
15,189,736
–
(5,895)
15,183,841
126,127,956
–
(4,597,450)
–
(4,597,450)
(6,033,625)
–
–
–
–
392,362
15,189,736
(4,597,450)
(5,895)
10,586,391
120,486,693
The accompanying notes form an integral part of these financial statements.
28
VietNam Holding Annual Report 2014
Statement of Cash Flows
for the year ended 30 June 2014
Cash flows from operating activities
Change in net assets attributable to shareholders
Adjustments to reconcile change in net assets attributable
to shareholders to net cash from operating activities:
Dividend income
Net gain from equity securities at fair value through profit or loss
Purchase of investments
Proceeds from sale of investments
Net foreign exchange loss
Decrease in receivables on sale of investments
Increase/(Decrease) in accrued expenses
Dividends received
Net cash from operating activities
Cash flows from financing activities
Issuance of ordinary shares
Repurchase of own shares
Warrants issuance cost
Net cash from/(used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of the year
Effect of exchange rate fluctuations on cash held
Cash and cash equivalents at end of the year
Note
2014
USD
2013
USD
22,631,780
18,748,643
(4,087,013)
(23,123,195)
(38,903,628)
27,339,735
16,647
632,995
875,529
3,835,310
(10,781,840)
15,189,736
(4,597,450)
(5,895)
10,586,391
(195,449)
2,671,910
(16,647)
2,459,814
(4,043,206)
(17,445,739)
(15,961,424)
15,491,926
31,491
73,695
(98,483)
3,812,516
609,419
304,598
(1,259,873)
(20,875)
(976,150)
(366,731)
3,070,132
(31,491)
2,671,910
5
The accompanying notes form an integral part of these financial statements.
VietNam Holding Annual Report 2014
29
Notes to the Financial Statements
Year ended 30 June 2014
1. THE COMPANY
VietNam Holding Limited (“VNH” or “the Company”) is a closed-end investment holding company incorporated
on 20 April 2006 as an exempt company under the Companies Law in the Cayman Islands and commenced its
operations on 15 June 2006, to invest principally in securities of former State-owned Entities (“SOEs”) in Vietnam,
prior to, at or after the time such securities become listed on the Vietnam stock exchange, including the initial
privatisation of the SOEs. The Company may also invest in the securities of private companies in Vietnam, whether
Vietnamese or foreign owned, and the securities of foreign companies if a significant portion of their assets are held
or operations are in Vietnam.
The investment objective of the Company is to achieve long-term capital appreciation by investing in a diversified
portfolio of companies that have high growth potential at an attractive valuation.
During the Annual General Meeting in September 2013 shareholders voted in favour of the continuance resolution,
authorizing Vietnam Holding to operate in its current form through the 2016 General Meeting when a similar
resolution will be put forward for shareholders approval.
VietNam Holding Asset Management Limited (“VNHAM”) has been appointed as the Company’s Investment Manager
and is responsible for the day-to-day management of the Company’s investment portfolio in accordance with the
Company’s investment policies, objectives and restrictions.
Standard Chartered Bank, Singapore Branch and Standard Chartered Bank (Vietnam) Limited are the custodian and
the sub-custodian respectively. Standard Chartered Bank, Singapore Branch is also the administrator.
The registered office of the Company is CARD Corporate Services Ltd., Fourth Floor, Zephyr House, 122 Mary Street,
PO Box 709 GT, Grand Cayman, KY1-1107, Cayman Islands.
2 PRINCIPAL ACCOUNTING POLICIES
(a) Statement of compliance
These financial statements have been prepared in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
(b) Basis of preparation
The financial statements are presented in United States dollars (“USD”), which is the Company’s functional currency.
They are prepared on a fair value basis for financial assets and financial liabilities at fair value through profit or loss.
Other assets and liabilities are stated at amortised cost.
The Company’s shares were issued in USD and the listings of the shares on the AIM market of the London
Stock Exchange and the Entry Standard of the Frankfurt Stock Exchange are in USD and Euro, respectively. The
performance of the Company is measured and reported to the investors in USD, although the primary activity of the
Company is to invest in the Vietnamese market. The Board considers the USD as the currency that most faithfully
represents the economic effects of the underlying transactions, events and conditions. The financial statements are
presented in USD, which is the Company’s functional currency.
The preparation of financial statements in accordance with IFRS requires management to make judgements,
estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities,
income and expense. The estimates and associated assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances, the results of which form the basis of making
judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates.
The estimated and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period or in the period of
the revision and future periods if the revision affects both current and future periods.
30
VietNam Holding Annual Report 2014 2 PRINCIPAL ACCOUNTING POLICIES (continued)
An operating segment is a component of the Company that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s
other components. The Company is engaged in a single segment of business, being investment in Vietnam. The
Board, as a whole, has been determined as constituting the chief operating decision maker of the Company. The key
measure of performance used by the Board to assess the Company’s performance and to allocate resources is the
total return on the Company’s net asset value (“NAV”) calculated as per the prospectus. Therefore a reconciliation
between the measure of NAV used by the Board and that contained in these financial statements has been provided
in a footnote to the statement of financial position.
(c) Changes in accounting policies
Except for the changes below, the Company has consistently applied the accounting policies as set out in Note 2 (d)
to (l) to all periods presented in these financial statements.
The Company has adopted the following new standards and amendments to standards, including any consequential
amendments to other standards, with a date of initial application of 1 July 2013.
(a) IFRS 13 Fair Value Measurement;
In accordance with the transitional provisions of IFRS 13, the Company has applied the new definition of fair value,
as set out in Note 2(e)(iv), prospectively.
As a result, the Company has changed the valuation approach for financial assets and financial liabilities measured
at fair value for which a quoted price in an active market is available. Management concluded that last traded prices
for such instruments are representative of fair value and generally to use last traded prices for such instruments. In
2013, such financial assets were measured at bid price and such financial liabilities at asking price. The change in
accounting policy did not have a significant impact on the measurement of the Company’s assets and liabilities.
The Company has included new disclosures in the financial statements, which are required under IFRS 13. These new
disclosure requirements are not included in the comparative information.
However, to the extent that disclosures were required by other standards before the effective date of IFRS 13, the
Company has provided the relevant comparative disclosures under those standards.
(d) Foreign currency translation
Transactions in foreign currencies other than the functional currency are translated at the rate ruling on the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies are re-translated to USD at the
rates ruling on the year-end date. Foreign currency exchange differences arising on translation and realised gains and
losses on disposals or settlements of monetary assets and liabilities are included in the statement of comprehensive
income. Foreign currency exchange differences relating to financial instruments at fair value through profit or
loss are included in the realised and unrealised gains and losses on those investments. All other foreign currency
exchange differences relating to other monetary items, including cash and cash equivalents, are included in net
foreign exchange gains and losses in the statement of comprehensive income.
(e) Financial instruments
(i) Classification
The Company designates all its investments as financial assets at fair value through profit or loss category. Financial
instruments are designated at fair value through profit or loss upon initial recognition. These include financial assets
that are not held for trading purposes and which may be sold. These are investments in exchange-traded equity
instruments and unlisted equity instruments.
Financial assets that are classified as loans and receivables include accrued dividends.
Cash and cash equivalents are measured at amortised cost.
Financial liabilities that are not at fair value through profit or loss include accrued expenses.
VietNam Holding Annual Report 2014
31
Notes to the Financial Statements
Year ended 30 June 2014
2 PRINCIPAL ACCOUNTING POLICIES (continued)
(ii) Recognition
Financial assets and liabilities at fair value through profit or loss are recognised initially on the trade date, which is
the date that the Company becomes a party to the contractual provisions of the instrument. Other financial assets
and liabilities are recognised on the date they are originated.
Financial assets and financial liabilities at fair value through profit or loss are recognised initially at fair value, with
transaction costs recognised in profit or loss. Financial assets or financial liabilities not at fair value through profit or
loss are recognised initially at fair value plus transaction costs that are directly attributable to their acquisition
or issue.
(iii) Derecognition
A financial asset is derecognised when the Company no longer has control over the contractual rights that comprise
that asset. This occurs when the rights are realised, expire or are surrendered.
Financial assets that are sold are derecognised, and the corresponding receivables from the buyer for the payment
are recognised on the trade date, being the date the Company commits to sell the assets.
A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired.
(iv) Measurement
Policy applicable from 1 July 2013
‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date in the principal or, in its absence, the most advantageous
market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.
When available, the Company measures the fair value of an instrument using the quoted price in an active market
for that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing basis. The Company measures instruments
quoted in an active market at a bid price.
If there is no quoted price in an active market, then the Company uses valuation techniques that maximise the
use of relevant observable inputs and minimise the use of unobservable inputs. The chosen valuation technique
incorporates all of the factors that market participants would take into account in pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period
during which the change has occurred.
As at 30 June 2014, 1.2% (2013: 9.0%) of the valuations of the net assets of the Company were based on quotes
obtained from brokers.
Any increases or decreases in values are recognised in the statement of comprehensive income as an unrealised gain or loss.
Policy applicable before 1 July 2013
‘Fair value’ is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable,
willing parties in an arm’s length transaction on the measurement date.
When available, then the Company measures the fair value of an instrument using quoted prices in an active market
for that instrument. A market is regarded as ‘active’ if quoted prices are readily and regularly available and represent
actual and regularly occurring market transactions on an arm’s length basis.
32
VietNam Holding Annual Report 2014 2 PRINCIPAL ACCOUNTING POLICIES (continued)
If a market for a financial instrument is not active, then the Company establishes fair value using a valuation
technique. Valuation techniques include using recent arm’s length transactions between knowledgeable, willing
parties (if they are available), reference to the current fair value of other instruments that are substantially the same,
discounted cash flow analyses and option pricing models. The chosen valuation technique makes maximum use of
market inputs, relies as little as possible on estimates specific to the Company, incorporates all factors that market
participants would consider in setting a price and is consistent with accepted economic methodologies for pricing
financial instruments. Inputs to valuation techniques reasonably represent market expectations and measures of
the risk-return factors inherent in the financial instrument. The Company calibrates valuation techniques and tests
them for validity using prices from observable current market transactions in the same instrument or based on other
available observable market data.
Assets and long positions are measured at a bid price; liabilities and securities sold short are measured at an asking price.
(v) Gains and losses on subsequent measurement
Gains and losses arising from a change in the fair value of financial instruments are recognised in the statement of
comprehensive income.
(vi) Impairment
Financial assets that are stated at cost or amortised cost are reviewed at each reporting date to determine whether
there is objective evidence of impairment. If any such indication exists, an impairment loss is recognised in the
statement of comprehensive income as the difference between the asset’s carrying amount and the present value of
estimated future cash flows discounted at the financial asset’s original effective interest rate.
If in a subsequent period the amount of an impairment loss recognised on a financial asset carried at amortised cost
decreases and the decrease can be linked objectively to an event occurring after the write-down, the impairment is
reversed through the statement of comprehensive income.
(vii) Cash and cash equivalents
Cash comprises current deposits with banks and fixed deposits. Cash equivalents are short-term highly liquid investments
that are readily convertible to known amounts of cash, are subject to an insignificant risk of changes in value, and are
held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.
(f) Offsetting
Financial assets and liabilities are offset and the net amount is reported in the statement of financial position when
the Company has a legally enforceable right to set off the recognised amounts and the transactions are intended to
be settled on a net basis or simultaneously, e.g. through a market clearing mechanism.
(g) Amounts due to/from brokers
Amounts due to/from brokers represent security purchases and sales transactions which are contracted for but not
yet delivered at the end of the accounting period.
(h) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are
recognised as a deduction from equity, net of any tax effect.
Repurchase, disposal and reissue of share capital (treasury shares).
When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes
directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are
classified as treasury shares and are presented in the reserve for own share account. When treasury shares are sold
or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or
deficit on the transaction is presented in non-distributable capital reserve.
VietNam Holding Annual Report 2014
33
Notes to the Financial Statements
Year ended 30 June 2014
2 PRINCIPAL ACCOUNTING POLICIES (continued)
(i) Taxation
Tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profit or loss except to
the extent that it relates to items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted
or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for taxation purposes. The measurement of deferred taxes
reflects the tax consequences that would follow the manner in which the Company expects, at the end of the
reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the
tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have
been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the
extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax
assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related
tax benefit will be realised.
In determining the amount of current and deferred tax, the Company takes into account the impact of uncertain
tax positions and whether additional taxes and interest may be due. The Company believes that its accruals for tax
liabilities are adequate for all open tax years based on its assessment of many factors, including interpretations of tax
law and prior experience. This assessment relies on estimates and assumptions and may involve a series of judgements
about future events. New information may become available that causes the Company to change its judgement
regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period
that such a determination is made.
At present, no income, profit, capital, or capital gain taxes are levied in the Cayman Islands, and accordingly, no
provision for such taxes has been recorded by the Company in the accompanying financial statements. In the event
that such taxes are levied, the Company has received an undertaking from the Governor in Cabinet of the Cayman
Islands exempting it from all such taxes for a period of twenty years from 2 May 2006.
The Company is liable to Vietnamese tax of 0.1% (2013: 0.1%) on the sales proceeds of the onshore sale of equity
investments. This is included in net gain/(loss) from equity securities at fair value through profit or loss.
(j)
Interest income and expense
Interest income and expense is recognised in the statement of comprehensive income using the effective rate method.
Interest income includes the amortisation of any discount or premium on zero coupon bonds, which is taken as
income on the basis of yield to redemption, from the date of purchase.
(k) Dividend income
Dividend income is recognised in profit or loss on the date on which the right to receive payment is established. For
quoted equity securities, this is usually the ex-dividend date. For unquoted equity securities, this is usually the date on
which the shareholders approve the payment of a dividend. Dividend income from equity securities designated as at
fair value through profit or loss is recognised in profit or loss in a separate line item.
(l)
Fee and commission expense
Fees and commission expenses are recognised in profit or loss as the related services are performed.
34
VietNam Holding Annual Report 2014
3 FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS
Financial assets of the Company include investments in securities, cash and cash equivalents and accrued income.
Financial liabilities comprise payables on purchase of investments and accrued expenses. Accounting policies for
financial assets and liabilities are set out in note 2.
The Company’s investment activities expose it to various types of risk that are associated with the financial
instruments and the markets in which it invests. The most important types of financial risk to which the Company is
exposed are market risk, currency risk, interest rate risk, credit risk and liquidity risk.
Asset allocation is determined by the Company’s Investment Manager who manages the distribution of the assets to
achieve the investment objectives. Divergence from target asset allocations and the composition of the portfolio is
monitored by the Investment Manager.
Market risk
Market risk is the risk that the value of a financial asset will fluctuate as a result of changes in market prices, whether
or not those changes are caused by factors specific to the individual asset or factors affecting all assets in the market.
The Company is predominately exposed to market risk within its securities purchased in the Vietnamese market.
The overall market positions are monitored continuously by the Investment Manager and at least quarterly by the Board.
The Company’s investments in securities are exposed to market risk and are disclosed by the following generic
investment types:
Shares and similar investments – listed
Shares and similar investments – unlisted
2014
2013
Fair value
in USD
117,131,478
1,394,749
118,526,227
% of net
assets
97.22
1.16
98.38
Fair value
in USD
76,026,001
7,913,006
83,939,007
% of net
assets
87.12
9.07
96.19
At 30 June 2014, a 5% reduction in the market value of the portfolio would have led to a reduction in NAV and
profit or loss of USD5,926,311 (2013: USD4,196,950). A 5% increase in market value would have led to an equal and
opposite effect on NAV and profit or loss.
Currency risk
The Company may invest in financial instruments and enter into transactions denominated in currencies other
than its functional currency. Consequently, the Company is exposed to risks that the exchange rate of its currency
relative to other currencies may change and have an adverse effect on the value of the Company’s assets or liabilities
denominated in currencies other than USD.
The Company’s net assets are calculated every month based on the most up to date exchange rates while the general
economic and foreign currency environment is continuously monitored by the Investment Manager and reviewed by
the Board at least once each quarter.
The Company may enter into arrangements to hedge currency risks if such arrangements become desirable and
practicable in the future in the interest of efficient portfolio management.
As at 30 June 2014 the Company had the following foreign currency exposures:
Vietnamese Dong
Pound Sterling
Swiss Franc
Euro
Fair value
2014
USD
2013
USD
120,036,280
85,981,766
11,144
13,350
997
120,061,771
176,749
40,784
947
86,200,226
VietNam Holding Annual Report 2014
35
Notes to the Financial Statements
Year ended 30 June 2014
3 FINANCIAL INSTRUMENTS AND ASSOCIATED RISKS (continued)
At 30 June 2014, a 5% reduction in the value of the Vietnamese Dong, Pound Sterling, Swiss Franc, Euro versus the
US Dollar would have led to a reduction in NAV and profit or loss of USD6,001,814 (2013: USD4,299,085), USD557
(2013: USD8,837), USD668 (2013: USD2,039) and USD50 (2013: USD47) respectively. A 5% increase in value would
have led to an equal and opposite effect.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market interest rates.
The majority of the Company’s financial assets are non-interest-bearing. Interest-bearing financial assets and
interest-bearing financial liabilities mature or reprice in the short-term, no longer than twelve months. As a result,
the Company is subject to limited exposure to interest rate risk due to fluctuations in the prevailing levels of market
interest rates.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment
that it has entered into with the Company.
At 30 June 2014, the following financial assets were exposed to credit risk (including settlement risk): cash and
cash equivalents, accrued dividend, receivable from sale of investments and other receivables. The total amount of
financial assets exposed to credit risk amounted to USD3,778,684 (2013: USD4,372,073).
Substantially all of the assets of the Company are held by the Company’s custodian, Standard Chartered Bank,
Singapore Branch. Bankruptcy or insolvency of the custodian may cause the Company’s rights with respect to cash
and securities held by the custodian to be delayed or limited. The Company monitors its risk by monitoring the credit
quality and financial positions of the custodian the Company uses.
Liquidity risk
The Company, a closed-end investment company, invests in companies through listings on the Vietnam stock
exchanges or on other stock exchanges. There is no guarantee however that the Vietnam stock exchanges will provide
liquidity for the Company’s investments. The Company also invests in equity securities which are not listed on stock
exchanges. The Company may have to resell such investments in privately negotiated transactions.
The Company’s overall liquidity risks are monitored on at least a quarterly basis by the Board. The Company is a
closed-end investment company so shareholders cannot redeem their shares directly from the Company.
4 OPERATING SEGMENTS
Information on gains and losses derived from investments are disclosed in the statement of comprehensive income.
The Company is domiciled in the Cayman Islands. Entity wide disclosures are provided as the Company is engaged in
a single segment of business, investing in Vietnam. In presenting information on the basis of geographical segments,
segment investments and the corresponding segment net investment income arising thereon are determined based on
the country of domicile of the respective investment entities.
All of the Company’s investments in securities at fair value are in Vietnam as at 30 June 2014 and 30 June 2013. All of
the Company’s investment income can be attributed to Vietnam for the years ended 30 June 2014 and 30 June 2013.
36
VietNam Holding Annual Report 2014
5 SHARE CAPITAL
Ordinary shares of USD1 each
The ordinary shares have been created pursuant to the Companies Law in the Cayman Islands. The Company was
incorporated with an authorised share capital of USD100,000,000 divided into 100,000,000 ordinary shares of USD1
each. According to the Companies Law and articles of association, the Company may from time to time redeem all
or any portion of the shares held by the shareholders upon giving notice of not less than 30 calendar days to the
shareholders.
On 6 June 2006, the Board resolved that 56,250,000 ordinary shares would be allotted at a placing price of USD2 per
ordinary share. The ISIN number of the ordinary shares is KYG9361X043.
On 23 September 2010, during its annual general meeting, the shareholders approved a Share Repurchase Programme.
The approval were renewed on its annual general meetings on 2011, 2012 and 2013.
Total shares issued and fully paid (after repurchases and cancellations) at beginning of the period
Shares issued upon exercise of warrants during the period
Repurchased and reserved for own shares
At beginning of the period
During the period
Total outstanding ordinary shares with voting rights
2014
No. of shares
54,836,792
12,700,448
67,537,240
2013
No. of shares
54,582,112
254,680
54,836,792
(1,306,381)
(3,508,834)
(4,815,215)
(165,000)
(1,141,381)
(1,306,381)
62,722,025
53,530,411
As a result, as at 30 June 2014 the Company has 62,722,025 (2013: 53,530,411) ordinary shares with voting rights in
issue (excluding the reserve for own shares), and 4,815,215 (2013: 1,306,381) are held as reserve for own shares.
The Company strives to invest the capital raised to meet the Company’s investment objectives which are to achieve
long term capital appreciation through a diversified portfolio of companies that have high potential in Vietnam. The
Company achieves this aim by investing principally in securities of former State-owned Entities (“SOEs”) in Vietnam
prior to, at or after such securities becoming listed on the Vietnam stock exchange.
The Company does not have any externally imposed capital requirements.
Incremental costs directly attributable to the issue or redemption of ordinary shares are recognised directly in equity
as a deduction from the proceeds or part of the acquisition cost.
The Company’s general intention is to reinvest the capital received on the sale of investments. However, the Board
may from time to time and at its discretion, either use the proceeds of sales of investments to meet the Company’s
expenses or distribute them to shareholders. Alternatively, the Board of Directors may redeem ordinary shares with
such proceeds for shareholders pro rata to their shareholding upon giving notice of not less than 30 calendar days
to shareholders (subject always to applicable law) or repurchase ordinary shares at a price not exceeding the last
published net asset value per share.
VietNam Holding Annual Report 2014
37
Notes to the Financial Statements
Year ended 30 June 2014
5 SHARE CAPITAL (Continued)
Warrants
On 21 May 2012, the Company issued a Prospectus for a bonus issue of warrants to shareholders pro rata, on the
basis of one warrant for every three ordinary shares held. The exercise date of these warrants was initially on 13
December 2012 with an exercise price of USD1.196 per share. A total of 18,194,037 warrants were issued and were
listed on AIM. Both Shareholders and Warrantholders gave their approval to a proposal of extension of the term of the
warrants through the addition of two exercise dates, 25 April 2013 and 25 September 2013.
At the reporting date, all warrants were either exercised or expired and no warrants were outstanding (2013: 18,194,037).
On 25 September 2013 and 9 October 2013, 12,700,448 (2013: 221,750) shares were issued following the exercise of
subscription rights by holders of the warrants and the remaining 5,238,909 unexercised warrants were lapsed.
6 NET ASSETS ATTRIBUTABLE TO SHAREHOLDERS
Reconciliation of net assets
The Company adopted IFRS 13 with effect from 1 July 2013. Under IFRS 13, the Company uses last traded market
pricing to determine the fair values of financial assets and financial liabilities quoted in an active market.
For the year ended 30 June 2013, under IAS 39, the Company valued financial assets quoted in an active market at bid
prices and financial liabilities quoted in an active market at ask prices. This created a presentation issue because, in
accordance with the Company’s prospectus, the redemption amounts of the ordinary shares are calculated using the
net assets of the Company computed at the last traded prices of the underlying financial instruments.
The table below shows a reconciliation for 2013 of the net assets and net asset value per share between the
amounts computed as per the Company’s prospectus and the amounts computed in accordance with IFRS. No such
reconciliation is required following the adoption of IFRS 13 because last traded prices are used to value financial
assets and financial liabilities quoted in an active market and so no reconciliation amount arises.
Net assets as per prospectus
Adjustment from last traded prices to bid-market prices
Net assets in accordance with IFRS
2014
USD
2013
USD
120,486,693
88,198,156
–
(929,634)
120,486,693
87,268,522
7 NET GAIN FROM EQUITY SECURITIES AT FAIR VALUE THROUGH PROFIT OR LOSS
Net gain from equity securities at fair value through profit or loss:
Realised gain/(loss)
Adjustment to fair value of equity securities at fair value through profit or loss
2014
USD
2013
USD
38,415
(7,217,354)
23,084,780
23,123,195
24,663,093
17,445,739
38
VietNam Holding Annual Report 2014
8 RELATED PARTY TRANSACTIONS
Investment management fees
During the period the Company’s Shareholders approved an amendment to the Investment Management Agreement
as detailed in the Company’s circular dated 16 August 2013. Pursuant to the amended agreement the Investment
Manager is entitled to receive a monthly management fee, paid in the manner set out as below:
§ On the amount of the Net Asset Value of the Company up to and including USD100 million, one-twelfth of two per cent.;
§ On the amount of the Net Asset Value of the Company above USD100 million up to and including USD150 million,
one-twelfth of 1.75 per cent.; and
§ On the amount of the Net Asset Value of the Company that exceeds USD150 million, one-twelfth of 1.50 per cent.
The total fees accruing to the Investment Manager for the year to 30 June 2014 were USD2,142,403 (2013:
USD1,465,670) as a management fee.
Incentive fees
The Company will pay the Investment Manager an incentive fee equal to 15 per cent of the Excess Performance
Amount each year, subject to certain criteria being met. Excess Performance Amount is calculated as follows:
Excess Performance Amount = (Adjusted NAV per share – Initial High Water Mark) x Weighted Average number
of shares.
The initial high water mark is calculated as the NAV as at 30 September 2013 increased by 8%. After the initial
accounting period (i.e. 30 June 2014), the initial high water mark will be increased by 5% per annum on a
compound basis.
The fee is calculated and payable as set out in the Investment Management Agreement Side Letter dated 11
September 2013.
However, the maximum incentive fee that can be earned by and paid to the investment manager in respect of any
accounting period shall be equal to three per cent of the NAV of the Company at the end of the relevant
accounting period.
Incentive fee
2014
USD
954,449
2013
USD
–
Directors’ fees and expenses
The Board determines the fees payable to each Director, subject to a maximum aggregate amount of USD350,000
per annum being paid to the Board as a whole. The Company also pays reasonable expenses incurred by the Directors
in the conduct of the Company’s business including travel and other expenses. The Company pays for directors and
officers liability insurance coverage.
The charges for the year for the Directors fees were USD170,750 (2013: USD159,500) and expenses were
USD125,488 (2013: USD55,011).
Directors’ ownership of shares and warrants
As at 30 June 2014, three Directors, Min-Hwa Hu Kupfer, Nguyen Quoc Khanh and Rolf Dubs held 36,667 (2013:
30,000), 10,000 (2013: 10,000) and 30,000 (2013: 20,000) ordinary shares of the Company respectively, representing
0.06% (2013: 0.06%), 0.02% (2013: 0.02%) and 0.05% (2013: 0.04%) of the total shares outstanding.
During the year, Min-Hwa Hu Kupfer and Rolf Dubs exercised 6,667 (2013: nil) and 10,000 (2013: nil) warrants
to subscribe ordinary shares, amounting to 16,667 (2013: nil) and 0.13% of the total warrants issued (2013: nil)
respectively. No warrants were outstanding as at 30 June 2014.
VietNam Holding Annual Report 2014
39
Notes to the Financial Statements
Year ended 30 June 2014
9 CUSTODIAN FEES
Custodian fees are charged at a minimum of USD12,000 per annum and received as a fee of 0.08% on the assets
under administration (“AUA”) per annum. Custodian fees comprise safekeeping fees, transaction fees, money transfer
fees and other fees. Safekeeping of unlisted securities up to 20 securities is charged at USD12,000 per annum.
Transaction fees, money transfers fees and other fees are charged on a transaction basis.
The charges for the year for the Custodian fees were USD141,827 (2013: USD76,159).
10 ADMINISTRATIVE AND ACCOUNTING FEES
The administrator receives a fee of 0.07% per annum for assets under administration (“AUA”) less than
USD100,000,000; or 0.06% per annum for AUA greater than USD100,000,000 calculated on the basis of the net
assets of the Company, subject to an annual minimum amount of USD5,500 per month.
The charges for the year for the Administration and Accounting fees were USD95,281 (2013: USD83,250).
11 CONTROLLING PARTY
The Directors are not aware of any ultimate controlling party as at 30 June 2014 or 30 June 2013.
12 FAIR VALUE INFORMATION
For certain of the Company’s financial instruments not carried at fair value, such as cash and cash equivalents,
accrued dividends, other receivables, receivables/payable upon sales/purchase of investments and accrued expenses,
the amounts approximate fair value due to the immediate or short term nature of these financial instruments.
Other financial instruments are measured at fair value on the statement of comprehensive income.
Fair value estimates are made at a specific point in time, based on market conditions and information about the
financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant
judgement and therefore, cannot be determined with precision. Changes in assumptions could significantly affect
the estimates.
Fair value hierarchy
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have
been defined as follows:
§ Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. This level includes listed
equity securities and debt instruments on exchanges (for example, London Stock Exchange, Frankfurt Stock
Exchange, New York Stock Exchange) and exchange traded derivatives like futures (for example, Nasdaq, S&P 500).
§ Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e., as prices) or indirectly (i.e., derived from prices). This level includes the majority of the OTC derivative
contracts, traded loans and issued structured debt. The sources of input parameters like LIBOR yield curve or
counterparty credit risk are Bloomberg and Reuters.
§ Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). This
level includes equity investments and debt instruments with significant unobservable components. This hierarchy
requires the use of observable market data when available. The Company considers relevant and observable market
prices in its valuations where possible.
40
VietNam Holding Annual Report 2014
12 FAIR VALUE INFORMATION (Continued)
The table below analyses financial instruments measured at fair value at the reporting date by the level in the
fair value hierarchy into which the fair value measurement is categorised. The amounts are based on the values
recognised in the statement of financial position. All fair value measurements below are recurring.
2014
Financial assets designated at fair value upon initial recognition
Equity investments
2013
Level 1
USD
Level 2
USD
Level 3
USD
Level 4
USD
117,131,478
–
1,394,749
118,526,227
Financial assets designated at fair value upon initial recognition
Equity investments
76,026,001
–
7,913,006
83,939,007
The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is
determined based on the lowest level input that is significant to the fair value measurement in its entirety. Assessing
whether an input is significant requires judgement including consideration of factors specific to the asset or
liability. Moreover, if a fair value measurement uses observable inputs that require significant adjustment based on
unobservable inputs, that fair value measurement is a Level 3 measurement.
Although the Company believes that its estimates of fair value are appropriate, the use of different assumptions
could lead to different measurements of fair value. For fair value measurements in Level 3, if the reasonable possible
alternative assumptions were increased/decreased by 10%, the impact on profit/(loss) would be USD139,475 (2013:
USD791,301).
Level 3 reconciliation
Financial assets designated at fair value through profit or loss
Balance at 1 July
Sales
Purchases
Total gains and losses recognised in profit or loss *
Balance at 30 June
2014
USD
2013
USD
7,913,006
8,695,443
(10,192,834)
1,417,353
2,257,224
1,394,749
–
–
(782,437)
7,913,006
* Total gains or losses recognised in profit or loss for assets and liabilities held at the end of the reporting period, as included in the statement
of comprehensive income.
VietNam Holding Annual Report 2014
41
Notes to the Financial Statements
Year ended 30 June 2014
13 CLASSFICATIONS AND FAIR VALUES OF FINANCIAL ASSETS AND LIABILITIES
The table below provides a breakdown of the line items in the Company’s statement of financial position to the
categories of financial instruments.
Note
Designated as
at fair value
USD
Loans and
receivables
USD
Other
liabilities
USD
Total carrying
amount
USD
2014
Cash and cash equivalents
–
2,459,814
Investments in securities at fair value
3
118,526,227
Accrued dividends
Receivables from sale of investments
Payable on purchase of investments
Accrued expenses
2013
Cash and cash equivalents
–
–
118,526,227
–
–
–
–
Investments in securities at fair value
3
83,939,007
Accrued dividends
Receivables from sale of investments
Payable on purchase of investments
Accrued expenses
14 EARNINGS PER SHARE
–
–
83,939,007
–
–
–
–
–
–
605,360
1,212,858
1,818,218
–
–
–
–
–
–
–
–
–
–
705,228
337,329
2,459,814
118,526,227
625,811
693,059
122,304,911
605,360
1,212,858
1,818,218
2,671,910
83,939,007
374,108
1,326,054
88,311,079
705,228
337,329
1,042,557
1,042,557
–
625,811
693,059
3,778,684
2,671,910
–
374,108
1,326,054
4,372,072
–
–
–
The calculation of earnings per share at 30 June 2014 was based on the change in net assets attributable to ordinary
shareholders of USD22,631,780 (2013: USD18,748,643) and the weighted average number of shares outstanding of
60,599,915 (2013: 53,894,886).
15 NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning
after 1 July 2013, and have not been applied in preparing these financial statements. Those that may be relevant to
the Company are set out below. The Company does not plan to adopt these standards early.
(a) Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)
The amendments to IAS 32 clarify the offsetting criteria in IAS 32 by explaining when an entity currently has a
legally enforceable right to set-off and when gross settlement is considered to be equivalent to net settlement.
The amendments are effective for annual periods beginning on or after 1 July 2014 and interim periods within
those annual periods. Early application is permitted. The standard is not expected to have a material impact on the
Company’s financial statements.
42
VietNam Holding Annual Report 2014
Corporate Information
VIETNAM HOLDING BOARD OF DIRECTORS
Min-Hwa Hu Kupfer
Chairperson
Most recently the President of GE Capital Finance in
China, Mrs. Kupfer has over 25 years of experience
serving in several senior executive positions in banking
and management throughout the world. Her banking
career includes many years with Bank One as Senior Vice
President and Head of Middle Market and Retail Strategy,
as well as the First National Bank of Chicago where she
served as Country Manager, China. During that assignment,
Mrs. Kupfer held the highly visible Chairmanship of the
American Chamber of Commerce in China, the first female
executive to hold such a position in that country. She has
a broad and deep insight into many parts of Asia, having
travelled extensively for business within South-East Asia
while based in Singapore. Mrs. Kupfer holds a BS degree
from the National Taiwan University, an MS from the
University of Illinois, and an MBA from the University of
Chicago. She is a US citizen and was born in Taiwan.
Nguyen Quoc Khanh
Head of the Audit Committee
Mr. Khanh completed his studies in France with a Masters
in Mining Engineering, and spent his entire professional
career with the Shell Group. He held several senior
management and finance positions in many countries,
before serving as Chairman and CEO of Shell Vietnam from
1996 until 2002. Mr. Khanh lives in France as well as in
Vietnam, and is an active private equity investor.
Professor Rolf Dubs
Head of the Corporate Governance Committee
Professor Dubs is the former President of the HSG
University of St. Gallen, Europe’s leading German-speaking
economics university. He also taught at Harvard and
Stanford universities, as well as several other leading
global institutions. Outside the classroom, Professor Dubs
has a long record of service on the corporate boards of
many major Swiss and international corporations. For
many years, he has taken an active role in numerous Swiss
government projects in Vietnam’s education sector, as
well as in providing technical assistance to the country’s
financial markets.
INVESTMENT MANAGER –
VIETNAM HOLDING ASSET MANAGEMENT
Board of Directors
Jean-Christophe Ganz
Chairman and Head of the Investment Committee
Jean-Christophe Ganz, served in several senior
management positions with ING Bank in Geneva,
Bratislava and Zurich, as well as more recently as a
business consultant specializing in M&A, privatizations,
and corporate restructuring. He has also served on the
boards of several private equity investment companies
active in real estate development and financial asset
management. Mr. Ganz holds a law degree from the
University of Lausanne.
Donald Van Stone
Vice-Chairman
Mr. Van Stone served as Executive Vice President of
MasterCard International in Europe, Middle East and
Africa, and was President of its Middle East/Africa region.
Previously he was MasterCard’s General Manager in
Southeast Asia, based in Singapore. His previous, extensive
global banking career included senior management
assignments with major banks in six countries and service
as the CEO of First City Bank in Austin, Texas. Mr. Van
Stone holds a BS degree in Physics and a Harvard MBA
with high distinction.
Iris Fang
Board Member
Mrs. Fang has more than 30 years of experience in the
banking industry, including assignments in New York City,
San Francisco, Los Angeles, Singapore as well as Vietnam.
Her extensive career included positions in structured
finance and strategy at various financial institutions such
as Bank of America, Chase Manhattan Bank and Standard
Chartered Bank where she was Regional Head of Strategy
for the Asia and CEO Vietnam from 1995-1997. Mrs.
Fang is now based in Vietnam where she acts as a
consultant and advisor to several Vietnamese companies
and also lectures at RMIT International Vietnam. Mrs.
Fang holds an MBA and Bachelors of Business from the
University of Georgia, USA with a Major in Marketing,
Banking and Finance.
Vu Quang Thinh
Board Member
Mr. Thinh joined VNHAM in 2011 as CEO after more
than 20 years in senior level positions in investment
management and financial consulting with both major
international organizations and private companies. In
2013 he resigned from his position as VNHAM Vietnam’s
CEO and was appointed to the Board of VNHAM. Before
joining VNHAM he served as Chief Executive Officer of SGI
Capital, an investment management firm as part of the
Saigon Invest Group. Previously he was managing partner
of MCG Management Consulting, which he founded and
led through numerous high-level assignments for both
global and local companies. Prior to founding MCG, he
was head of the management consulting practice of KPMG
in Vietnam where he did extensive restructuring work
with several State Owned Enterprises. Mr. Thinh holds an
MBA from Washington State University, and a BS degree
in Mathematical Economics from the Hanoi National
Economic University.
VietNam Holding Annual Report 2014
43
Markus Winkler
Mr. Winkler is the founder and Chairman of VGZ, an
investment management firm in Zurich. He completed his
studies at the HSG University of St. Gallen. His primary
interest lies in undervalued investments, particularly
in emerging markets. He is known as “Mr. Vietnam”
in Switzerland and Germany and due to his extensive
knowledge and investment acumen has long been
considered a leading source for investment advice on
Asia’s emerging markets.
Juerg Vontobel
Juerg Vontobel, founder of both VietNam Holding Ltd.
(VNH) and its asset manager (VNHAM), lived and worked in
Vietnam from 1992 to 1996. As the General Manager of ING
Bank, he built one of the leading foreign banks in Vietnam. In
1996, Euromoney nominated ING as the best foreign bank in
Vietnam. Mr. Vontobel’s previous banking career included the
position of General Manager of ING Bank in Geneva and 16
years with a major U.S. bank, including three years as South
Asia Regional Manager in Singapore. He became involved
in Swiss government projects in Vietnam while serving as
Managing Director of a private banking institution in Zurich.
In 2004, he founded a family investment office in Zurich and
became a Strategic Partner to SECO (Swiss State Secretariat
for Economic Affairs). In this role he managed financial
sector development programs in several countries, many in
Vietnam’s banking sector and security industry. In June 2006,
Mr. Vontobel launched VNH as a listed investment company
focused on Vietnamese equities, with a predominantly
Swiss investor base. Coincident with founding of VNH, Mr.
Vontobel established the VNH Foundation as a platform
for philanthropic activities in Vietnam and neighbouring
countries. It is funded by allocations from the performance
fees paid to VietNam Holding Asset Management, and
increasingly also by private donations. He remains a Senior
Advisor to the fund, its manager and the foundation.
Corporate Information
ADVISORY COUNCIL
Dr. Le Dang Doanh
Dr. Doanh is an Advisor to the Vietnam Ministry of Planning
and Investments (MPI). He was a permanent member
of many goverment entities, including the Government
Commission for State-owned Enterprises Reform, and the
National Commission for Finance and Monetary Policy.
Dr. Doanh has held many senior government and party
positions and was Vice President, Vice-Minister and
finally President of the Central Institute for Economic
Management (CIEM). He is a visiting professor at the Nihon
University in Tokyo. Dr. Doanh earned his Ph.D. at the
National Economics University in Hanoi, has concluded
post graduate studies at the Academy for National
Economy in Moscow and graduated at the Technical
University of Leuna-Merseburg in Germany.
Dr. Cao Si Kiem
Dr. Kiem was the Governor of the State Bank of Vietnam,
the country’s central bank, from 1989 until 1997. He
currently serves as the Deputy Chief of the Central Party’s
Economics Board, is the Vice President of the Consulting
Committee for National Monetary Policy, and is Chairman
of the Association of Vietnam’s Small and Medium Scale
Enterprises. Since January 2006, Dr. Kiem has served as
the Vice Chairman of the Vietnamese Learning Promotion
Association. His previous positions in Vietnam include
Secretary of the Communist Party Committee, and
Director of the State Bank of Thai Binh Province. Dr. Kiem
earned his Ph.D. in economics at the National Economics
University of Vietnam.
Dr. Le Thi Bang Tam
Dr. Tam served until 2008 as the Chairperson of the Board of
Directors of the State Capital Investment Corporation (SCIC),
which was established in April 2006 by the Prime Minister
to manage government shareholdings in privatized State-
Owned Enterprises. Before her SCIC assignment, Dr. Tam
served 11 years as a Vice Minister at the Ministry of Finance
of Vietnam with core responsibilities in State treasury and
budget management, external financing and international
cooperation, capital market development, financial services
and State-Owned Enterprises reform program. Dr. Le Thi
Bang Tam was formerly a lecturer on economics and finance
at the Hanoi University for Accounting. Dr. Tam was also
a member of the National Committee for International
Economic cooperation, and a member of the National
Committee of monetary and finance policy. Dr. Tam received
a PhD in Economics and Finance from Saint Petersburg State
University of Economics and Finance, Saint Petersburg,
Russia, and a Bachelor’s degree from the Hanoi University of
Accounting and Finance.
44
VietNam Holding Annual Report 2014 1 Overview
2 Chairperson’s Statement
4
Investment Manager’s Report
6 Market and Economic Overview
8
Portfolio Companies
19 Sustainability Report
Independent Auditors’ Report
22 Directors’ Report
25
26 Financial Statements
30 Notes to the Financial Statements
43 Corporate Information
Supported by Vietnam’s steadily improving macro-economic
stability over the financial year ended 30 June 2014, the
companies in VNH’s portfolio benefited from an ascending
equities market. This resulted in a 24.7% increase in its Net Asset
Value (NAV) per share over the year, outpacing by a comfortable
margin the 16.3% increase of the Vietnam All Share Index (VNAS)
during the same period. Once adjusted for the accretion impact
generated by the Company’s share buy-back efforts, its NAV per
share rose 22.6% during the Year.
Min-Hwa Hu Kupfer, Chairperson
VietNam Holding Limited
Cover Photo: One of the gates at the Temple of Literature in Hanoi - Vietnam’s first national university.
All portfolio company photos in this report were taken during the VNH Investor Trip, 4 to 9 May 2014.
National Seed Company (NSC): Based in the north of Vietnam, NSC is a leader in the country’s crop seeds market.
Directors
Min-Hwa Hu Kupfer
Professor Dr. Rolf Dubs
Nguyen Quoc Khanh
Investment Manager
VietNam Holding Asset
Management Limited
P.O. Box 3175
Road Town, Tortola
British Virgin Islands
Company Secretary
CARD Corporate Services Ltd.
Fourth Floor, Zephyr House
122 Mary Street
PO Box 709 GT
Grand Cayman
KY1 - 1107, Cayman Islands
Nominated Advisor (AIM)
Altium Capital Limited
(from 26 June 2014)
30 St James’s Square
London SW1Y 4AL
United Kingdom
Oriel Securities Limited
(till 25 June 2014)
150 Cheapside
London EC2V 6ET
United Kingdom
Entry Standard Advisor
Close Brothers Seydler Bank AG
Schillerstrasse 27 -29
60313 Frankfurt
Germany
Corporate Broker
Winterflood Investment Trusts
(from 24 June 2014)
The Atrium Building
Cannon Bridge House,
25 Dowgate Hill,
London EC4R 2GA
Oriel Securities Limited
(till 23 June 2014)
150 Cheapside
London EC2V 6ET
United Kingdom
Administrator
Standard Chartered Bank
7 Changi Business Park Crescent
Level 3, Securities Services
Singapore 486028
Legal Adviser (English Law)
Norton Rose Fulbright LLP
3 More London Riverside
London SE1 2AQ
United Kingdom
Legal Adviser (Cayman Island Law)
Charles Adams Ritchie & Duckworth
Zephyr House
122 Mary Street,
PO Box 709 GT
Grand Cayman
KY1 - 1107, Cayman Islands
Custodian
Standard Chartered Bank
7 Changi Business Park Crescent
Level 3, Securities Services
Singapore 486028
Independent Auditor
KPMG LLP
16 Raffles Quay #22-00
Hong Leong Building
Singapore 048581
Registrar
Capita Registrars Limited
34 Beckenham Road
Beckenham, Kent BR3 4TU
United Kingdom
VietNam Holding became a signatory of the UN Principles for
Responsible Investment (PRI) in 2009. Our investment practices and
corporate behavior incorporate environmental, social and corporate
governance issues. We promote the principles in our markets and align
the fund’s goals with the broader objectives of sustainable progress.
Designed and produced by Mediasterling:
www.mediasterling.com
www.vietnamholding.com
VietNam Holding Ltd
c/o CARD Corporate Services Ltd.
Fourth Floor, Zephyr House
122 Mary Street
PO Box 709 GT
Grand Cayman
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Annual Report 2014