VinaCapital Vietnam Opportunity Fund
Limited
Interim results for the six months
ended 31 December 2016
VinaCapital Vietnam Opportunity Fund Limited (the "Company" or
"VOF"), an investment company focused on Vietnam, today announces its interim results
for the six months ended 31 December
2016 ("the Period").
Enquiries:
Jeremy Greenberg
VinaCapital Investment Management Limited
Investor Relations
+84 8 3821 9930
jeremy.greenberg@vinacapital.com
Joel Weiden
VinaCapital Investment Management Limited
Communications
+84 8 3821 9930
joel.weiden@vinacapital.com
Franczeska Hanford / Martin
Bourgaize
Northern Trust International Fund Administration Services
(Guernsey) Limited
Company Secretary
+44 (0)1481 745918 / +44 (0)1481 745819
fk26@ntrs.com / meb16@ntrs.com
David Benda / Hugh Jonathan
Numis Securities Limited, Broker
+44 (0)20 7260 1000
funds@numis.com
Edward Gascoigne-Pees
Camarco, Public Relations (London)
+44 20 3757 4980
ed.gascoigne-pees@camarco.co.uk
CHAIRMAN’S STATEMENT
It has again been a busy six months for VinaCapital
Vietnam Opportunity Fund ("VOF" or “the Company”).
The international news since I last wrote a Chairman’s Statement
has been dominated by politics. While the UK’s Brexit vote earlier
in the year was always likely to be finely balanced, few would have
predicted the success of Donald
Trump in securing the US presidency. President Trump made
much of his desire to improve the lot of American workers while on
the campaign trail and his early move to terminate the United
States’ involvement with the Trans Pacific Partnership is naturally
of concern in Vietnam. At the time
of writing, this has not had any apparent effect on the value of
assets in Vietnam – and indeed
indicators remain positive – but your Board and Investment Manager
are nevertheless cognisant of increased uncertainty as the new
Administration’s policy objectives remain unclear.
Previously I have stated that our strategy is:-
- To retain the largest part of the
portfolio in listed assets
- To continue to add to OTC and private
equity investments as and when opportunities arise
- To reduce holdings in direct real
estate and hospitality assets
- To reduce the discount to net asset
value at which VOF’s shares trade
and there have been no changes to these objectives.
Portfolio Review
I am pleased to report that during the first six months of the
current Financial Year, which covers the period from 1 July 2016 to 31 December
2016, the NAV per share of VOF increased by 10.9% in US
dollar terms, from US$3.77 to
US$4.18. The return in pound sterling
terms was an increase of 19.9% from £2.82 to £3.38.
Our Investment Manager continues to deliver well against our
objectives and the first three elements of the strategy set out
above.
The combination of our listed and over-the-counter (OTC)
holdings amounted to 60.6% of assets at
31 December, compared with 56.2% at 30 June
2016. As set out in the Investment Manager’s Report this,
the largest part of our portfolio, again performed very well in the
six-month period under review and outperformed relevant equity
benchmarks by a considerable margin.
Our Private Equity portfolio also contributed well to returns
and, as set out in more detail in the Investment Manager’s Report,
one investment, Cau Tre, was
realised to produce an IRR of 17% and a return on investment of
2.8x. Your Board and Investment Manager continue to focus on this
area as a source of potential returns. It is encouraging to be able
to report a good pipeline of potential future deals and a cash
balance available to complete those which pass our Investment
Manager’s tests.
Our Investment Manager had considerable success in the six
months under review in realising three direct real estate and
hospitality projects, in aggregate at a substantial premium to our
carrying value and for total proceeds of USD95 million.
Discount Management
The share price discount to net asset value at the last year end
was 25.2%; at 31 December 2016 it was
19.1% and at the time of writing it is 21.3%.
Since moving VOF’s listing from AIM to the London Stock
Exchange’s Main Market and its domicile to Guernsey in March
2016, we have seen an increase in demand for VOF’s shares
and it is encouraging to welcome many new shareholders, which has
resulted in a greater spread in the share register. With the
Board’s encouragement, our Investment Manager and our broker
continue with both an active programme of communication with
existing shareholders and to seek new investors.
We have sought to limit supply by means of share buy backs and,
over time, VOF has bought back a substantial proportion of its
shares. I mentioned in my Chairman’s Statement at the last year end
that we were precluded from buying back shares by the Market Abuse
Directive. I could not reveal it at the time, but this was because
of negotiations over an asset, the sale of which was subsequently
announced on 15 November 2016. Since
then, working with our broker we have again been active in buying
back shares and plan to continue to do so.
It is encouraging to note that the discount has reduced somewhat
but your Board still believes that further improvement is both
necessary and is warranted by the Investment Manager’s investment
performance.
Annual General Meeting
I am pleased to report that all resolutions presented at VOF’s
Annual General Meeting on
21 December 2016 were duly passed
with a substantial majority in favour of each.
As indicated in the last Annual Report, Mike Gray retired at the conclusion of the
Annual General Meeting and Huw Evans
assumed Mike’s previous role as Chair of the Audit Committee. Once
again, I would like to record the Board’s gratitude to Mike for his
diligence and dedication to VOF over the last seven years.
Outlook
As set out in the opening paragraph of this statement, we live
in “interesting” times, particularly on the geopolitical front, and
a note of caution is clearly appropriate. Having said this, thus
far the Vietnamese stock market has continued to perform well. As
our Investment Manager intimates in its report, we operate with a
heightened awareness of risk and we will be even more diligent in
our reviews both of existing holdings and of potential new deals.
Performance over the six months under review has been strong and
your Board will continue to encourage our Investment Manager in its
efforts.
Steven Bates
Chairman
VinaCapital Vietnam Opportunity Fund
24 March 2017
INVESTMENT MANAGER’S REPORT
In the six months to 31 December
2016, the NAV of VOF delivered a 11% return on a per share
basis, while the share price increased by 20.1% in USD terms (or
29.9% in GBP terms). This compares with an increase of only 3.0% in
the benchmark Vietnam Index (VN Index) and -10.3% for the MSCI
Vietnam Index.
On a calendar year basis (January to December 2016), we ended the 12 months delivering
a 26.3% return on NAV, with the share price increasing 41.7% in USD
terms (or 69.3% in GBP terms). The VN Index increased 13.4% over
the same period, in USD terms, while the MSCI Vietnam Index was in
negative territory, returning -8.5%.
The capital markets component of the portfolio, which accounts
for 60.6%* of NAV as at 31 December
2016, and consists of assets that are listed on the HOSE (Ho
Chi Minh Stock Exchange) and HNX (Hanoi Stock Exchange, including
stocks listed on the junior exchange known as UPCoM), contributed
the most to VOF’s return. In the six months to 31 December 2016, the capital markets portfolio
increased by 11.3%* compared to the 3.0% increase for the VN Index,
while for the 12 month calendar year, the portfolio increased
34.8%* compared to a 13.4% increase for the VN Index.
*excludes investments in overseas equities which include
Vinaland Limited (VNL) and Vietnam Infrastructure Limited
(VNI).
Several factors accounted for VOF’s strong performance. Firstly,
our high conviction, active stock selection distinguishes us from
other passive, index-replicating strategies. Positions in listed
companies including Airports Corporation of Vietnam (ACV), Hoa Phat Group (HPG), Novaland
Group (NVL), and Vinamilk (VNM) were the top contributors to the
listed portfolio’s performance, with the quoted share prices
increasing 194.0%, 29.3%, 20.2%, and 9.4% respectively over the six
months to 31 December 2016.
Second, our ability to invest into pre-IPO, private equity
deals, or as part of the Vietnamese government’s privatisation plan
(or equitisation as it is known in Vietnam), allows us to seek opportunities
outside traditional asset types. In fact, of the top contributors
to performance this half-year, two of these listed stocks – ACV and
NVL – were previously unlisted investment opportunities before
recently commencing trading on the main bourses.
ACV was an equitisation of a state-owned enterprise (SOE) that
was traded over-the counter (OTC) pre-listing. NVL on the other
hand was a private equity investment, in the form of a convertible
preferred equity structure, which gave us the option to convert
prior to listing. We participated in both opportunities pre-listing
and have enjoyed significant upside subsequent to their public
listings.
When evaluating investment opportunities, we are focused on
those that enable us to take large, meaningful positions, either
with control or with minority downside protections. Targeted
companies must demonstrate sound investment fundamentals, be able
to deliver strong earnings growth in excess of the market average,
and occupy dominant, market leading positions. The success of this
approach is demonstrated by our position in two listed companies,
HPG and VNM.
HPG is the leading steel manufacturer in Vietnam, which delivered 123% profit growth in
the second half of 2016 compared to the same period last year,
while VNM is the leading consumer goods company in Vietnam, dominating the liquid dairy milk
category, and was able to deliver 17% sales and 21% profit growth
respectively compared to the same period last year. VNM and HPG are
the largest and second largest holdings in the capital markets
portfolio respectively, and have been long-term holdings of VOF.
Like our investments in ACV and NVL, we invested into VNM as part
of the equitisation process over a decade ago, while HPG was
initially a private equity, pre-IPO investment.
Real estate, construction materials,
and consumer goods sectors benefit from strong macroeconomic and
demand fundamentals
The companies which contributed to VOF’s performance over the
past six months were from sectors which have benefited from the
overall improvement in economic conditions. Vietnam remains an investment led economy, as
strong levels of foreign direct investment (FDI) continue to drive
manufacturing growth, productivity, and employment which in turn
has helped create wealth, higher living standards and boost retail
consumption. Furthermore, as industrialisation and urbanisation
increases, the government has been spending significantly on
construction and infrastructure, with companies in these sectors
benefiting from expansionary fiscal policy.
One of the sectors that outperformed the VN Index during the
second half of 2016 was real estate and property development. As a
result, VOF was able to enjoy significant unrealized gains in
property, construction and materials companies, including HPG
(share price increased by 29.3% for six months to December, and
75.3% for the full calendar year) and KDH (share price increased by
17.1 for the six months to December, and 23.6% for the full
calendar year). Furthermore, VOF divested three real estate
development projects and operating assets in the six months to
December 2016, generating
approximately USD95 million in
proceeds partly paid in 2016 and with the balance due over the next
two years.
As of 31 December 2016, VOF had
21.7% (including Direct Real Estate exposure of 7.0%) of its total
NAV exposed to the property and property related sectors. We remain
bullish on these sectors in the immediate future as homes are
developed, completed and delivered to buyers. The visibility is
quite strong over the next 12 months on revenue recognition in the
companies in our portfolio.
Towards the end of 2015 and into 2016, we saw interest rates
fall sharply following the decline of inflation (almost zero in
2015), which allowed real estate transactions to increase
significantly. Both developers and buyers could borrow more easily
and at lower costs. However, sales may start to slow in 2017 should
interest rates and inflation climb and thus, revenues could be
affected in the longer term. Traditionally, there is a lag of about
two-to-three years from the date of purchase commitment to delivery
and revenue recognition.
Other sectors which enjoyed substantial gains include
consumer-oriented goods and services, including food and beverage
(F&B). These sectors have benefited from solid economic growth
coupled with a decent level of inflation of almost 5% and lower
than expected interest and deposit rates. They have also benefited
from a strong level of confidence in the local currency given that
it has devalued very little relative to other regional
currencies.
2016 saw retail growth of 10.2%, with F&B leading the way at
13%. Large F&B companies like VNM have benefited dramatically.
VNM’s strong top line and profit growth was due to both general
retail demand growth, as well as from lower input prices in the
form of powdered milk (which makes up over 75% of their milk input
and 36% of total cost of goods sold) and the company was proactive
in locking in these prices via forward contracts.
One of VOF’s newest investments is a private investment in a
publicly listed company called Coteccons (CTD), one of the largest
construction companies in Vietnam.
CTD delivered an unrealised gain of 16.6% during the second half of
2016. As at 31 December 2016, VOF
holds USD74.9 million worth of HPG
shares and USD24.1 million worth of
CTD shares.
The pace of equitisations and public
listings quickens
In December, VOF enjoyed uplifts in valuations from the listing
of three key holdings:
1. Airport
Corporation of Vietnam (“ACV”) on
to the UPCoM;
2. Quang Ngai Sugar (“QNS”) on to the UPCoM;
and
3. Novaland
(“NVL”) on the HOSE.
As of 31 December 2016 VOF’s
mark-to-market values of QNS, ACV and NVL were USD40.5 million, USD44.2
million and USD31.4 million,
respectively.
ACV manages all 22 airports in Vietnam, occupying a monopoly position that is
only set to grow as tourism and air passenger travel increases in
Vietnam. ACV delivered gross
revenue and net profit of USD705
million and USD144 million in
2016, respectively, a 21.4% and 88% increase over 2015. ACV expects
to grow these figures by 7% and 26% in 2017. As of 31 December 2016, ACV’s share price has increased
by 194% since its public listing on 21
November 2016.
On QNS, VOF has enjoyed an increase in unrealised gains in
excess of 50% since our private investment into this company in
early 2015. QNS is the largest soyamilk producer in Vietnam and delivered revenue and profit of
USD307 million and USD62.1 million in 2016, respectively. These
figures are expected to increase in 2017 by 16% and 21%,
respectively. During the second half of 2016, QNS’s share price has
increased by 18.2%.
As for NVL, the second largest property developer on Vietnam’s
stock market, VOF enjoyed an uplift of almost 50% when it listed on
the HOSE on 28 December 2016. With a
current market capitalisation of over USD1.5
billion, NVL currently has over 45 projects in the
Ho Chi Minh City area. They have
launched 30 projects and have sold over 60% of the units, which
they expect to deliver over the next two-to-three years. Revenue
and profits can only be recognised when the units are handed over
to the buyers and, as such, we expect revenue and profits to
increase significantly over the next three years. 2017 revenue and
profit are expected to be USD770
million and USD140 million,
respectively, which reflects growth of 160% and 90% over 2016.
The strong recent performances from several private investments
that were listed again demonstrates the uniqueness of VOF’s
investment strategy, which allows VOF to take advantage of
opportunities that are normally not available to single strategy
and/or single asset class funds.
Aside from a strong performance in the capital markets
portfolio, VOF exited a top five private equity holding at a
realisation well above its previous carrying value.
Private equity continues to be a key
source of investment opportunity and performance
In December 2016, VOF completely
divested its 37.3% stake in Cau Tre Food Processing JSC (“CT”) to
CJ CheiJedang Corporation of Korea (“CJ”). VOF received
USD12.4 million to enjoy an IRR of
17.0% and a multiple return on invested equity of 2.8x. CT is a
major food processing business with most of its revenue derived
from the export of frozen dim-sum style food to Japan. CT also sells its products into the
Vietnamese market under its own brand. VOF initially acquired 13%
of CT in August 2006 through the
company’s equitisation. In 2013, VOF acquired additional shares in
CT from other shareholders with the objective of consolidating
VOF’s holding so that we could eventually sell a larger and a more
meaningful stake to a strategic investor willing to pay a
significant premium to the prevailing market price.
In 2016, CJ connected with CT and expressed its desire to
acquire our stake. With cooperation from SATRA (the Government
shareholder of CT), we negotiated a price equivalent to more than
three times the prevailing OTC market price. The premium placed on
our stake revolved around not only our strategic cooperation with
SATRA but also our ability to transfer three board seats and one
controller seat to the buyer.
Given the recent increase in valuations in the HOSE stock
market, where the current average PE ratio is about 15.9x, and the
excitement about Vietnam (or
perhaps less excitement elsewhere in Southeast Asia), it is natural that our
investment activities become more prudent as we seek terms
reflecting our investment objective for the medium and longer
periods of time. With higher valuations, we need to spend more
effort educating entrepreneurs and business leaders on the merits
of our investment terms and, more importantly, our role in creating
value for them in the long term.
At the moment, the pipeline for private equity investment is
strong, with opportunities in excess of USD150 million in companies operating in various
sectors including healthcare, media and entertainment,
infrastructure materials, industrials and logistics, and
transportation.
Vietnam’s ongoing macroeconomic
strength
Vietnam’s economy and markets continued to grow in 2016,
although not at the same pace as the year before. While GDP growth
for 2016 came in at 6.2% (vs. 6.7% in 2015), the country’s economy
continued to be one of the world’s better performers and proved to
be resilient despite a harsh drought in the first half of the year
and global geopolitical upheaval. On the back of solid gains in
2016, we believe that the pieces are in place for even stronger
growth in 2017 – albeit with some new challenges on the horizon,
such as tightening monetary policy.
We enter 2017 with our usual level of guarded optimism. The
economy continues to head in the right direction, but the
challenges that could arise, whether external (natural disasters,
geopolitics) and internal (inflation, currency), are likely to
continue to test Vietnam’s mettle.
The government recently announced their annual economic targets
for 2017, with annual GDP growth at around 6.7% while inflation is
aimed for under 4% and the VND is expected to remain stable against
the USD.
The National Assembly in January
2016 elected a new government, one which to date has been
aggressive in pushing economic and market reforms.
Perhaps most notably, the Government jump-started the
privatisation/equitisation process. Until recently, there was
limited progress on this front, at least in terms of deals that
might be interesting to foreign investors. The listings of brewers
Habeco (USD0.5 billion market
capitalization) and Sabeco (USD3.0
billion), and the equitisation of other companies (with
market capitalisations of over USD200
million) such as VEAM (USD750
million), one of the largest automobile assembly businesses
in Vietnam, and Vissan
(USD280 million) the largest meat
processing company in Vietnam were
steps in the right direction. In addition, we saw the state
divesting large holdings including Vinamilk (USD500 million for a 5.4% stake), Vietnam
Electrical Equipment (USD100 million
for a 78% stake), Vinh Son – Song
Hinh Hydropower (USD36 million for a
24% stake), and Sowatco (USD25
million for a 66% stake). Furthermore, new regulations
requiring companies to list shortly after public offerings and the
overall focus on making things happen in the market have been
welcomed by investors, although more improvements are necessary,
particularly in execution and process.
The impetus for the renewed momentum is clear: capital raising
is part of a wider effort to manage state finances as the target is
for the current sizeable budget deficit to be smaller by the end of
2017. The government is on record as saying that some of the
country’s largest enterprises will privatise and list in 2017 –
something that observers have heard before. But this government
aggressively pushed things forward in 2016, and we have little
reason to doubt its commitment to see things through in the year
ahead. We are interested to see if the stakes sold in newly
privatised state-owned enterprises are larger and at fairer
valuations – two factors that have stymied the equitisation process
to date. Should these issues be addressed, we believe that more
foreign investors will be eager to participate.
One area where President Trump’s election has already affected
Vietnam is the US withdrawal from
the Trans-Pacific Partnership (TPP). Vietnam was widely regarded as the greatest
beneficiary of the 12 nations involved in the pact, and some
believe that TPP was the impetus behind a fair amount of the
foreign direct investment flowing into the country over the past
few years.
To be sure, the expected demise of TPP is disappointing, and
there will certainly be some ramifications. But all is far from
lost. Vietnam is party to sixteen
Free Trade Agreements (and in the process of negotiating several
more), including those with Korea, the EU, Russia and Asean Economic Community. The
government has already indicated that many of the reforms being
implemented to comply with TPP will continue regardless.
Vietnam is eager to further
integrate into the global economy, and is well positioned to
negotiate bilateral agreements with other nations.
In addition, stable (and potentially rising) oil prices can lead
to higher commodity prices, which can make it difficult for
Vietnam to maintain inflation at
or below 4% which is the government’s official target. Deposit
rates are at 7-7.5% and can easily rise to 8.5% if inflation
surpasses 5%. Coupled with a potential devaluation of the local
currency, which has thus far held up well relative to other Asian
currencies, the cost of VND funding could rise significantly,
impacting property and property related businesses as well as
consumer confidence.
We remain vigilant regarding these changes and have developed
our investment strategy to deliver a minimum projected base case
internal rate of return of 15% to overcome potential volatility in
FX and interest rates.
In summary, 2017 promises to be another exciting and possibly
unpredictable year. We do see the average earnings growth for
Vietnam listed equities to be
around 10-15% per annum. As indicated earlier, this would not be
interesting for VOF’s investment strategy. Holding on to any of the
listed equities means that we see potential for outperformance in
EPS growth against the average as well as PE expansion. The average
PE ratio for Vietnam listed
equities continues to be at a discount to regional averages of
around 15-20%.
We hope that more global investors will recognize Vietnam’s
potential in 2017 and thus increase demand for Vietnamese listed
equities. We see Vietnam as being
an attractive place to invest, compared with many other emerging
markets. In addition, VinaCapital has continuously demonstrated its
ability to move large blocks of listed equity shares to strategic
investors at a significant premium to the prevailing market price.
And in the past, VOF has enjoyed ample opportunities to divest
stakes where valuations and effectively, the PE ratios, were
significantly higher than the market prices; we certainly hope to
see more of these types of transactions in 2017.
Andy Ho
Managing Director
VinaCapital Investment Management Ltd
24 March 2017
INTERIM REPORT OF THE BOARD OF
DIRECTORS
The Board of Directors (the “Board”) submits its report together
with the condensed interim financial statements of VinaCapital
Vietnam Opportunity Fund Limited (the “Company”) for the six-month
period from 1 July 2016 to
31 December 2016 (the “six-month
period”).
VOF is registered in Guernsey
as a non-cellular company with limited liability. The registered
office of VOF is PO Box 255, Trafalgar Court, Les Banques, St Peter
Port, Guernsey, GY1 3QL.
Principal activity
The Company’s principal activity is to invest in assets either
in Vietnam or in companies with a
substantial majority of their assets, operations, revenues or
income in, or derived from, Vietnam with a view to achieving medium to
long-term returns.
The Company’s investments are managed by VinaCapital Investment
Management Limited (the “Investment Manager”).
Investment Policy
All of the Company’s investments will be in Vietnam or in companies with at least 75% of
their assets, operations, revenues or income in, or derived from,
Vietnam at the time of
investment.
No single investment may exceed 20% of the net asset value of
the Company at the time of investment.
The Company may from time to time invest in other funds focused
on Vietnam. This includes
investments in other funds managed by the Investment Manager. Any
investment or divestment of funds managed by the Investment Manager
will be subject to prior approval by the Board. No more than 10%,
in aggregate, of the value of the Company’s total assets may be
invested in other listed closed-ended investment funds. The
restriction on investment in other listed closed-ended investment
funds does not apply to investments in closed-ended investment
funds which themselves have published investment policies to invest
no more than 15% of their total assets in other listed closed-ended
investment funds.
The Company may from time to time make co-investments alongside
other investors in private equity, real estate or similar assets.
This includes, but is not restricted to, co-investments alongside
other funds managed by the Investment Manager.
The Company may gear its assets through borrowings which may
vary substantially over time according to market conditions and any
or all of the assets of the Company may be pledged as security for
such borrowings. Borrowings are not to exceed 10% of the Company’s
total assets at the time that any debt is drawn down.
From time to time the Company may hold cash or low risk
instruments such as government bonds or cash funds denominated in
either Vietnamese Dong or US Dollars, either in Vietnam or outside Vietnam.
Principal Risks
The process which the Company follows in order to identify and
mitigate its key risks is set out on pages 41 to 46 of the Annual
Report and Financial Statements for the year ended 30 June 2016 (the “Annual Report”), a copy of
which is available on the Company’s web site www.vof-fund.com The
Directors have reviewed the key risks and have confirmed that the
list as set out in the Annual Report remains appropriate.
In the Directors’ opinion, there has been some increase in risk
as a result of the actions taken by President Trump in withdrawing
the United States of America from
the Trans Pacific Partnership. This is discussed in the Chairman’s
Statement and the Investment Manager’s Report but could have an
effect in particular on two key risk areas. The Directors would
like to draw shareholders’ attention to the following statements in
the Annual Report. While the statements and mitigating actions set
out in the Annual Report remain unchanged, in the Directors’
opinion the level of risk has increased:-
Vietnamese Market Risk
Opportunities for the Company to invest in Vietnam have come about through the
liberalisation of the Vietnamese economy. Were the pace or
direction of change to the economy to alter in the future, the
interests of the Company could be damaged. The economy could also
be affected by any escalation in geopolitical tensions in the
region and elsewhere.
Changing Investor Sentiment
As a Company investing mainly in Vietnam, changes in investor sentiment towards
Vietnam and/or frontier markets
may lead to the Company becoming unattractive to investors leading
to reduced demand for shares and a widening discount.
The other key risks identified in the Annual Report are, in
summary:-
Investment Performance
The performance of the Company’s investment portfolio could be
poor, either absolutely or in relation to the Company’s peers.
Fair Valuation
The risks associated with the fair valuation of the portfolio
could result in the Net Asset Value of the Company being
misstated.
Investment Management Agreement
The Investment Management Agreement requires the Investment
Manager to provide competent, attentive and efficient services to
the Company. If the Investment Manager was not able to do this or
if the Investment Management Agreement were terminated, there is no
assurance that a suitable replacement could be found in
Vietnam and, under those
circumstances, the Company could suffer.
Operational
The Company is dependent on third parties for the provision of
all systems and services (in particular, those of the Investment
Manager) and any control failures and gaps in these systems and
services could result in a loss or damage to the Company.
Legal and Regulatory
Failure to comply with relevant regulation and legislation in
Vietnam, Guernsey or the UK may have an impact on the
Company.
Life of the Company
The Company does not have a fixed life but the Board has
determined that it is desirable that Shareholders should have the
opportunity to review the future of the Company at appropriate
intervals. Accordingly, the Board intends that a special resolution
will be proposed every fifth year that the Company ceases to
continue. If the resolution is not passed, the Company will
continue to operate as presently constituted. If the resolution is
passed, the Directors will be required to formulate proposals to be
put to Shareholders to reorganise, unitise or reconstruct the
Company or for the Company to be wound up. In July 2013, the Board tabled such a special
resolution but it was not passed, allowing the Company to continue
as currently constituted for a further five years. The next
shareholder vote on the life of the Company will be held in
2018.
Results and dividend
The results of the Company for the six-month period and the
state of its financial affairs as at that date are set out in the
Condensed Interim Financial Statements.
The Board of Directors does not recommend payment of a dividend
for the six-month period (period ended 31
December 2015: Nil).
Performance
The Chairman’s Statement and the Investment Manager’s Report
give details of the Company’s activities and performance during the
six-month period.
The key performance indicators (“KPIs”) used to measure the
progress of the Company during the six-month period include:
• the movement in the Company’s NAV;
• the movement in the Company’s share price; and
• discount of the share price in relation to the NAV.
A discussion of progress against the KPIs is included in the
Chairman’s Statement.
Related Parties
Details of the fees paid to the Investment Manager and to the
Directors are set out in Note 18 of the Condensed Interim Financial
Statements.
Share repurchase programme
Details of the Company’s share repurchase programme are
contained in Note 10 of the Condensed Interim Financial
Statements.
Annual General Meeting
The Company held its Annual General Meeting (AGM) on
21 December 2016. All resolutions set
out in the notice of the AGM were carried with a substantial
majority.
Board of Directors
The members of the Board during the six-month period and up to
the date of this report were:
Name |
Position |
Date of appointment |
Date of Retirement |
Steven Bates |
Chairman |
5 February 2013 |
- |
Michael Gray |
Director |
24 June 2009 |
21 December 2016 |
Martin Adams |
Director |
5 February 2013 |
- |
Thuy Bich Dam |
Director |
7 March 2014 |
- |
Huw Evans |
Director |
27 May 2016 |
- |
Michael Gray retired as a
Director and Chair of the Audit Committee at the conclusion of the
Company’s Annual General Meeting on 21
December 2016. Huw Evans was
appointed Chair of the Audit Committee on Michael Gray’s
retirement.
Directors’ interests in the
Company
As at 31 December 2016, none of
the Directors had any interests in the ordinary shares, or any
other securities of the Company or of its subsidiaries.
Going Concern
Under the UK Corporate Governance Code and applicable
regulations, the Directors are required to satisfy themselves that
it is reasonable to assume that the Company is a going concern. The
Directors have undertaken a rigorous review of the Company’s
ability to continue as a going concern including reviewing the
on-going cash flows and level of cash balances as of the reporting
date as well as taking forecasts of future cash flows into
consideration. After making enquiries of the Investment Manager and
having reassessed the principal risks, the Directors consider it
appropriate to adopt the going concern basis of accounting in
preparing the Interim Report and Unaudited Condensed Interim
Financial Statements.
On behalf of the Board
Steven Bates
Chairman
VinaCapital Vietnam Opportunity Fund
24 March 2017
STATEMENT OF DIRECTORS’ RESPONSIBILITY
IN RESPECT OF THE UNAUDITED CONDENSED INTERIM FINANCIAL
STATEMENTS
To the best of their knowledge, the Directors confirm that:
- the Unaudited Condensed Interim Financial Statements have been
prepared in accordance with IAS 34, “Interim Financial Reporting”;
and
- the Interim Report, comprising the Chairman’s Statement, the
Investment Manager’s Report and the Interim Report of the Board of
Directors, meets the requirements of an interim management report
and includes a fair review of information required by DTR 4.2.4
R:
(i) DTR 4.2.7R of the UK Disclosure and Transparency Rules,
being an indication of important events which have occurred during
the first six months and their impact on the Unaudited Condensed
Interim Financial Statements, and a description of the principal
risks and uncertainties for the remaining six months of the year;
and
(ii) DTR 4.2.8R of the UK Disclosure and Transparency Rules,
being related party transactions which have taken place in the
first six months and which have materially affected the financial
position or performance of the Company during that period, and any
material changes in the related party transactions disclosed in the
last Annual Report.
Signed on behalf of the board by:
Huw Evans
Director
24 March 2017
INDEPENDENT INTERIM REVIEW REPORT
TO VINACAPITAL VIETNAM OPPORTUNITY
FUND LIMITED
Our conclusion
We have reviewed the accompanying condensed interim financial
statements of VinaCapital Vietnam Opportunity Fund Limited as of
31 December 2016. Based on our
review, nothing has come to our attention that causes us to believe
that the accompanying condensed interim financial statements are
not prepared, in all material respects, in accordance with
International Accounting Standard 34, ‘Interim Financial Reporting’
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom’s Financial Conduct Authority.
What we have reviewed
The accompanying condensed interim financial statements
comprise:
· the unaudited condensed
statement of financial position as of 31
December 2016;
· the unaudited condensed
statement of comprehensive income for the six-month period then
ended;
· the unaudited condensed
statement of changes in equity for the six-month period then
ended;
· the unaudited condensed
statement of cash flows for the six-month period then ended;
and
· the notes, comprising a summary
of significant accounting policies and other explanatory
information.
The condensed interim financial statements have been prepared in
accordance with International Accounting Standard 34, ‘Interim
Financial Reporting’ and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom’s Financial Conduct
Authority.
Our responsibilities and those of the
directors
The Directors are responsible for the preparation and
presentation of the condensed interim financial statements in
accordance with the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom’s Financial Conduct Authority.
Our responsibility is to express a conclusion on the condensed
interim financial statements based on our review. This report,
including the conclusion, has been prepared for and only for the
Company for the purpose of complying with the Disclosure Guidance
and Transparency Rules sourcebook of the United Kingdom’s Financial
Conduct Authority and for no other purpose. We do not, in giving
this conclusion, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior
consent in writing.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements 2410, 'Review of interim
financial information performed by the independent auditor of the
entity' issued by the International Auditing and Assurance
Standards Board. A review of interim financial information consists
of making inquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review
procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing and
consequently does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Interim
Report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
PricewaterhouseCoopers CI LLP
Chartered Accountants
Guernsey, Channel Islands
24 March 2017
The maintenance and integrity of the Company’s website is the
responsibility of the Directors; the work carried out by the
auditors does not involve consideration of these matters and,
accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were
initially presented on the website.
Legislation in Guernsey
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
UNAUDITED CONDENSED STATEMENT OF FINANCIAL POSITION
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
Notes |
USD'000 |
|
USD'000 |
|
|
|
(Unaudited) |
|
(Audited) |
ASSETS |
|
|
|
|
|
Cash and cash
equivalents |
|
6 |
91,825 |
|
1,570 |
Financial assets at
fair value through profit or loss |
|
8 |
788,408 |
|
789,739 |
Receivables |
|
9 |
218 |
|
5,077 |
Total
assets |
|
|
880,451 |
|
796,386 |
|
|
|
|
|
|
CURRENT
LIABILITIES |
|
|
|
|
|
Accrued expenses and
other payables |
|
11 |
11,243 |
|
9,850 |
Total
liabilities |
|
|
11,243 |
|
9,850 |
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
Share capital |
|
10 |
481,018 |
|
483,829 |
Retained earnings |
|
|
388,190 |
|
302,707 |
Total Shareholders'
equity |
|
|
869,208 |
|
786,536 |
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
and equity |
|
|
880,451 |
|
796,386 |
|
|
|
|
|
|
Net asset value,
USD per share |
|
16 |
4.18 |
|
3.77 |
Net asset value,
GBP per share |
|
|
3.38 |
|
2.82 |
The Unaudited Condensed Interim Financial Statements were
approved and signed by the Board of Directors on 24 March 2017.
Steven Bates
Chairman
Huw Evans
Director
The accompanying notes are an integral part of these Unaudited
Condensed Interim Financial Statements.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN EQUITY
|
|
|
Share capital |
|
Retained earnings |
|
Total Equity |
|
|
|
|
|
|
|
Note |
USD'000 |
|
USD'000 |
|
USD'000 |
Balance at 1 July
2015 |
|
|
512,027 |
|
206,637 |
|
718,664 |
Profit for the
period |
|
|
- |
|
5,232 |
|
5,232 |
Total comprehensive
income |
|
|
- |
|
5,232 |
|
5,232 |
|
|
|
|
|
|
|
|
Transactions with
owners |
|
|
|
|
|
|
|
Shares
repurchased |
|
|
(13,371) |
|
- |
|
(13,371) |
Balance at 31
December 2015 |
|
|
498,656 |
|
211,869 |
|
710,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 July
2016 |
|
|
483,829 |
|
302,707 |
|
786,536 |
Profit for the
period |
|
|
- |
|
85,483 |
|
85,483 |
Total comprehensive
income |
|
|
- |
|
85,483 |
|
85,483 |
|
|
|
|
|
|
|
|
Transactions with
owners |
|
|
|
|
|
|
|
Shares
repurchased |
|
10 |
(2,811) |
|
- |
|
(2,811) |
Balance at 31
December 2016 |
|
|
481,018 |
|
388,190 |
|
869,208 |
The accompanying notes are an integral part of these Unaudited
Condensed Interim Financial Statements.
UNAUDITED CONDENSED STATEMENT OF COMPREHENSIVE INCOME
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
31
December 2016 |
|
31
December 2015 |
|
|
|
|
|
Notes |
USD'000 |
|
USD'000 |
Dividend
income |
|
|
12 |
23,920 |
|
25,733 |
Net
gains/(losses) on financial assets at fair value through profit or
loss |
13 |
76,896 |
|
(13,628) |
General
and administration expenses |
|
14 |
(7,932) |
|
(7,069) |
Accrued
incentive fee |
|
|
18 |
(7,673) |
|
- |
Other
income |
|
|
|
|
272 |
|
196 |
Operating profit |
|
|
|
85,483 |
|
5,232 |
|
|
|
|
|
|
|
|
|
Profit
before tax |
|
|
|
85,483 |
|
5,232 |
Corporate
income tax |
|
|
15 |
- |
|
- |
Profit
for the period |
|
|
|
85,483 |
|
5,232 |
|
|
|
|
|
|
|
|
|
Total
comprehensive income for the period |
|
85,483 |
|
5,232 |
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
- basic
and diluted (USD per share) |
|
16 |
0.41 |
|
0.02 |
- basic
and diluted (GBP per share) |
|
|
0.32 |
|
0.01 |
All items were derived from continuing activities.
The accompanying notes are an integral part of these Unaudited
Condensed Interim Financial Statements.
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
|
|
Six months ended |
|
|
31
December 2016 |
|
31
December 2015 |
|
Notes |
USD'000 |
|
USD'000 |
Operating
activities |
|
|
|
|
Income before tax |
|
85,483 |
|
5,232 |
Adjustments for: |
|
|
|
|
Dividend income |
|
(23,920) |
|
(25,733) |
Net (gain)/loss on
financial assets |
|
|
|
|
at fair value through
profit or loss |
13 |
(76,896) |
|
13,628 |
|
|
(15,333) |
|
(6,873) |
|
|
|
|
|
Change in
receivables |
|
4,859 |
|
(6,198) |
Change in accrued
expenses and other payables |
|
1,393 |
|
152 |
Dividend receipts |
|
23,920 |
|
12,362 |
Net cash
inflow/(outflow) from operating activities |
|
14,839 |
|
(557) |
|
|
|
|
|
Investing
activities |
|
|
|
|
Purchases of financial
assets at fair value through profit or loss |
20 |
(82,165) |
|
- |
Return of Capital from
financial assets at fair value through profit or loss |
8 |
160,392 |
|
- |
Net cash generated
from investing activities |
|
78,227 |
|
- |
|
|
|
|
|
Financing
activities |
|
|
|
|
Purchases of shares
into treasury |
10,12 |
(2,811) |
|
- |
Net cash used in
financing activities |
|
(2,811) |
|
- |
|
|
|
|
|
Net change in cash
and cash equivalents for the period |
|
90,255 |
|
(557) |
Cash and cash
equivalents at the beginning of the period |
6 |
1,570 |
|
906 |
Cash and cash
equivalents at the end of the period |
6 |
91,825 |
|
349 |
In the period ended 31 December
2015, the share repurchase programme was carried out through
a subsidiary of the Company. The Unaudited Condensed Statement of
Cash Flows for that period does not include payments made by that
subsidiary in respect of share purchases, which are set out below.
From
29 April 2016, the share repurchase
programme has been carried out by the Company itself.
|
|
Six months ended |
|
|
31
December 2016 |
|
31
December 2015 |
|
Notes |
USD'000 |
|
USD'000 |
Company share
repurchases |
12 |
- |
|
13,371 |
|
|
- |
|
13,371 |
The accompanying notes are an integral part of these Unaudited
Condensed Interim Financial Statements.
NOTES TO THE UNAUDITED CONDENSED
INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
VinaCapital Vietnam Opportunity Fund Limited (the “Company”) is
a Guernsey domiciled closed-ended
investment company. The Company was previously a limited liability
company incorporated in the Cayman
Islands. After an Extraordinary General Meeting on
27 October 2015, Shareholders
approved proposals to change the Company’s domicile to Guernsey. This change took place on
22 March 2016. The registered office
of the Company is PO Box 255, Trafalgar Court, Les Banques, St
Peter Port, Guernsey, GY1 3QL. The
Company’s objective is to achieve medium to long-term returns
through investment either in Vietnam or in companies with a substantial
majority of their assets, operations, revenues or income in, or
derived from, Vietnam. The Company
is quoted on the London Stock Exchange’s Main Market under the
ticker symbol VOF.
The Company does not have a fixed life, but the Board considers
it desirable that shareholders should have the opportunity to
review the future of the Company at appropriate intervals.
Accordingly, the Board intends that a special resolution will be
proposed every fifth year that the Company ceases to continue. If
the resolution is not passed, the Company will continue to operate
as currently constituted. If the resolution is passed, the
Directors will be required to formulate proposals to be put to
shareholders to reorganise, unitise or reconstruct the Company or
for the Company to be wound up. The Board tabled such special
resolutions in 2008 and in 2013 and on both occasions the
resolution was not passed allowing the Company to continue as
presently constituted. The next shareholder vote on the
continuation of the Company will be held in 2018.
The Unaudited Condensed Interim Financial Statements for the
six-month period ended 31 December
2016 were approved for issue by the Board on 24 March 2017.
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
2.1 Basis of preparation
The Company has prepared these Unaudited Condensed Interim
Financial Statements on a going concern basis in accordance with
the Disclosure and Transparency Rules of the United Kingdom
Financial Conduct Authority and IAS 34 "Interim Financial
Reporting". These Unaudited Condensed Interim Financial Statements
do not comprise statutory Financial Statements within the meaning
of The Companies (Guernsey) Law,
2008, and should be read in conjunction with the Financial
Statements of the Company as at and for the year ended 30 June 2016, which were prepared in accordance
with International Financial Reporting Standards. The statutory
Financial Statements for the year ended 30
June 2016 were approved by the Board of Directors on
27 October 2016. The opinion of the
Auditors on those Financial Statements was unqualified and did not
contain an emphasis of matter. The accounting policies adopted in
these Unaudited Condensed Interim Financial Statements are
unchanged since 30 June 2016. These
Unaudited Condensed Interim Financial Statements for the period
ended 31 December 2016 have been
reviewed by the Auditors but not audited.
2.2 Changes in accounting policy and
disclosures
These Unaudited Condensed Interim Financial Statements have been
prepared in accordance with the accounting policies, methods of
computation and presentation adopted in the Audited Financial
Statements for the year ended 30 June
2016.
2.3 Subsidiaries and associates
The Company meets the definition of an Investment Entity within
IFRS 10 and therefore does not consolidate its subsidiaries but
measures them instead at fair value through profit or loss.
Any gains or losses arising from a change in the fair value of
investments in subsidiaries and associates are recognised in the
condensed interim statement of comprehensive income.
Refer to Note 3 on further disclosure on accounting for
subsidiaries and associates.
3. CRITICAL ACCOUNTING ESTIMATES AND
JUDGEMENTS
When preparing the Unaudited Condensed Interim Financial
Statements, the Company relies on a number of judgements, estimates
and assumptions about recognition and measurement of assets,
liabilities, income and expenses. Actual results may differ from
the judgements, estimates and assumptions.
Information about significant judgements, estimates and
assumptions which have the greatest effect on the recognition and
measurement of assets, liabilities, income and expenses were the
same as those that applied to the Annual Report and Financial
Statements for the year ended 30 June
2016.
3.1 Eligibility to qualify as an
investment entity
The Company has determined that that it is an investment entity
under the definition of IFRS 10 as it meets the following
criteria:
a) The Company has obtained funds from investors for the
purpose of providing those investors with investment management
services;
b) The Company’s business purpose is to invest funds
solely for returns from capital appreciation, investment income or
both; and
c) The performance of investments made by the Company are
substantially measured and evaluated on a fair value basis.
The Company has the typical characteristics of an investment
entity:
· it holds more than one investment;
· it has more than one investor;
· it has investors that are not its related
parties; and
· it has ownership interests in the form of
equity or similar interests.
As a consequence, the Company does not consolidate its
subsidiaries and accounts for them at fair value through profit or
loss.
3.2 Fair value of subsidiaries and
associates and their underlying investments
At the end of each half of the financial year, the fair values
of investments in subsidiaries and associates are reviewed and the
fair values of all material investments held by these subsidiaries
and associates are assessed. The fair values of real estate and
private equity investments are estimated on a rolling basis by a
qualified independent professional services firm (the “independent
valuer”) with each investment being valued at least once each year.
The valuations by the independent valuer are prepared using a
number of approaches such as adjusted net asset valuations,
discounted cash flows, income-related multiples and price-to-book
ratio. In cases where the underlying investments of a subsidiary or
associate are real estate projects or hotels, the independent
valuer determines their fair value based on valuations provided by
specialised independent professional appraisers (“specialised
appraisers”). These valuations are used by the independent valuer
as the primary basis for estimating each subsidiary’s or
associate’s fair value.
For the real estate and private equity investments where the
independent valuer last determined the valuations of the relevant
subsidiaries as at 30 June 2016, the
Investment Manager has reviewed the more recent financial
performance of the underlying investments and any other factors and
has then estimated the values as at 31
December 2016 under the supervision of the Audit
Committee.
The Company has investments in a number of subsidiaries and
associates which were established to hold underlying investments.
The shares of the subsidiaries and associates are not publicly
traded; return of capital to the Company can only be made by
divesting the subsidiaries and associates or the underlying
investments held by the subsidiaries and associates. As a result,
the carrying values of subsidiaries and associates may not be
indicative of the value ultimately realised on divestment.
The underlying investments include listed and unlisted
securities, private equity and real estate assets. Where an active
market exists (for example, for listed securities), the fair value
of the subsidiary or associate reflects the asset value of the
underlying holdings. Where no active market exists, valuation
techniques are used.
As at 31 December 2016 and
30 June 2016, the Company classified
its investments in subsidiaries and associates as Level 3 within
the fair value hierarchy, because they are not publicly traded,
even when the underlying assets are readily realisable.
The fair value of the investments in subsidiaries and associates
is primarily based on their net asset values. The estimated fair
values provided by the independent valuer and/or the Investment
Manager are used by the Audit Committee as the primary basis for
estimating the fair value of real estate and private equity
investments for recommendation to the Board. Information about the
significant judgements, estimates and assumptions that are used in
the valuation of these investments is discussed on the subsequent
section.
(a) Valuation of assets that are
traded in an active market
The fair values of listed securities are based on quoted market
prices at the close of trading on the reporting date. For unlisted
securities which are traded in an active market, fair value is the
average quoted price at the close of trading obtained from a
minimum sample of three reputable securities companies at the
reporting date. Other relevant measurement bases are used if broker
quotes are not available or if better and more reliable information
is available.
(b) Valuation of assets that are not
traded in an active market
The fair values of assets that are not traded in an active
market (for example, private equities and real estate where market
prices are not readily available) are determined by using valuation
techniques. The independent valuer and/or the Investment Manager
uses its judgement to select a variety of methods and makes
assumptions that are mainly based on market conditions existing at
each reporting date. The valuations may vary from the actual prices
that would be achieved in an arm’s length transaction at the
reporting date.
(b.1) Valuation of investments in
private equities
The Company’s underlying investments in private equities are
fair valued using discounted cash flow and market comparison
methods. The projected future cash flows are driven by management’s
business strategies and goals and its assumptions of growth in
gross domestic product (“GDP”), market demand, inflation, etc. The
independent valuer and/or the Investment Manager selects
appropriate discount rates that reflect the uncertainty of the
quantum and timing of the cash flows.
(b.2) Valuation of real estate and
hospitality investments
A number of the Company’s real estate investments are held in
joint ventures with VinaLand Limited (“VinaLand”), another company
managed by the Investment Manager. In all cases, VinaLand holds a
controlling stake in the joint venture companies and therefore
exercises control over the investments. As both companies are
managed by the same Investment Manager, each company’s investment
objectives for each property have generally been the same.
The fair values of underlying real estate properties are based
on valuations by specialised appraisers. These valuations are based
on certain assumptions which are subject to uncertainty and might
result in valuations which differ materially from the actual
results of a sale. The estimated fair values provided by the
specialised appraisers are used by the independent valuer and/or
the Investment Manager as the primary basis for estimating fair
value of the Company’s subsidiaries and associates that hold these
properties in accordance with accounting policies set out in
section 2.3 above.
In conjunction with making its judgement for the fair value of
the Company’s underlying real estate and hospitality investments,
the independent valuer and/or the Investment Manager considers
information from a variety of sources including:
a. current prices in an active market for properties of
similar nature, condition or location;
b. current prices in an active market for properties of
different nature, condition or location (or subject to different
lease or other contracts), adjusted to reflect those
differences;
c. recent prices of similar properties in less active
markets, with adjustments to reflect any changes in economic
conditions since the date of the transactions that occurred at
those prices;
d. recent developments and changes in laws and regulations
that might affect zoning and/or the Company’s ability to exercise
its rights in respect to properties and therefore fully realise the
estimated values of such properties;
e. discounted cash flow projections based on estimates of
future cash flows, derived from the terms of external evidence such
as current market rents, occupancy and room rates, and sales prices
for similar properties in the same location and condition, and
using discount rates that reflect current market assessments of the
uncertainty in the amount and timing of the cash flows; and
f. recent compensation prices made public by the
local authority in the province where the property is located.
Uncertain taxes
A number of subsidiaries and associates are established in
Vietnam and Singapore and are subject to corporate income
tax in those countries. The tax liabilities (which are in some
cases uncertain) of these subsidiaries and associates are
considered by the independent valuer and/or the Investment Manager
based on the tax legislation of each jurisdiction and included in
their fair values of financial assets at fair value through profit
or loss on the Statement of Financial Position.
4. SEGMENT ANALYSIS
There have been no changes from prior periods in the measurement
methods used to determine reported segment profit or loss.
Segment information can be analysed as follows:
Statement of Comprehensive Income
|
|
|
Capital markets* |
|
Real
estate and hospitality |
|
Private equity |
|
Total |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
|
|
|
|
|
|
|
|
|
Period
ended 31 December 2016 |
|
|
|
|
|
|
|
|
Dividend income |
|
|
23,920 |
|
- |
|
- |
|
23,920 |
Net gains on financial assets
at fair value through profit or loss |
|
|
|
|
|
|
|
41,596 |
|
34,464 |
|
836 |
|
76,896 |
General and administration expenses
(Note 14) |
|
|
|
|
|
|
|
(6,395) |
|
(733) |
|
(804) |
|
(7,932) |
Accrued incentive
fee |
|
|
(7,673) |
|
- |
|
- |
|
(7,673) |
Other income |
|
|
272 |
|
- |
|
- |
|
272 |
Profit) before
tax |
|
|
51,720 |
|
33,731 |
|
32 |
|
85,483 |
|
|
|
|
|
|
|
|
|
|
Period
ended 31 December 2015 |
|
|
|
|
|
|
|
|
Dividend income |
|
|
25,733 |
|
- |
|
- |
|
25,733 |
Net (losses)/gains on financial assets
at fair value through profit or loss |
|
|
|
|
|
|
|
(17,518) |
|
4,067 |
|
(177) |
|
(13,628) |
General and administration expenses
(Note 14) |
|
|
|
|
|
|
|
(4,974) |
|
(1,658) |
|
(437) |
|
(7,069) |
Other income |
|
|
196 |
|
- |
|
- |
|
196 |
Profit/(loss)
before tax |
|
|
3,437 |
|
2,409 |
|
(614) |
|
5,232 |
* Capital markets include listed as well as unlisted
over-the-counter securities.
Statement of Financial Position
|
Capital markets* |
|
Real
estate and hospitality |
|
Private equity |
|
Other
net assets** |
|
Total |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
As at 31 December
2016 |
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
- |
|
- |
|
- |
|
91,825 |
|
91,825 |
Receivables |
- |
|
- |
|
- |
|
218 |
|
218 |
Financial assets at
fair value through profit or loss |
549,389 |
|
73,220 |
|
77,082 |
|
88,717 |
|
788,408 |
Total
assets |
549,389 |
|
73,220 |
|
77,082 |
|
180,760 |
|
880,451 |
|
|
|
|
|
|
|
|
|
|
Accrued expenses
and |
|
|
|
|
|
|
|
|
|
other payables |
- |
|
- |
|
- |
|
11,243 |
|
11,243 |
Total
liabilities |
- |
|
- |
|
- |
|
11,243 |
|
11,243 |
|
|
|
|
|
|
|
|
|
|
Net asset
value |
549,389 |
|
73,220 |
|
77,082 |
|
169,517 |
|
869,208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital markets* |
|
Real
estate and hospitality |
|
Private equity |
|
Other
net assets** |
|
Total |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
As at 30 June
2016 |
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
- |
|
- |
|
- |
|
1,570 |
|
1,570 |
Receivables |
- |
|
- |
|
- |
|
5,077 |
|
5,077 |
Financial assets at
fair value through profit or loss |
482,746 |
|
137,268 |
|
72,952 |
|
96,773 |
|
789,739 |
Total
assets |
482,746 |
|
137,268 |
|
72,952 |
|
103,420 |
|
796,386 |
|
|
|
|
|
|
|
|
|
|
Accrued expenses
and |
|
|
|
|
|
|
|
|
|
other payables |
- |
|
- |
|
- |
|
9,850 |
|
9,850 |
Total
liabilities |
- |
|
- |
|
- |
|
9,850 |
|
9,850 |
|
|
|
|
|
|
|
|
|
|
Net asset
value |
482,746 |
|
137,268 |
|
72,952 |
|
93,570 |
|
786,536 |
* Capital markets include listed as well as unlisted
over-the-counter securities.
** Other net assets of USD88.7
million (30 June 2016:
USD96.8 million) comprise cash and
cash equivalents and other net assets of the direct subsidiaries at
fair value.
5. INTERESTS IN SUBSIDIARIES AND
ASSOCIATES
5.1 Directly-owned subsidiaries
The Company had the following directly-owned subsidiaries as at
31 December 2016 and 30 June 2016:
|
|
|
As at |
|
|
|
|
31
December 2016 |
30
June 2016 |
|
|
|
|
%
of |
%
of |
|
|
|
Country of |
Company |
Company |
|
Subsidiary |
|
incorporation |
interest |
interest |
Nature of the
business |
Vietnam
Investment Property |
British
Virgin Islands ("BVI") |
100.00 |
100.00 |
Holding company for
listed, |
Holding
Limited |
|
unlisted
securities and real estate |
Vietnam
Investment Property Limited |
BVI |
100.00 |
100.00 |
Holding company for
listed, |
|
|
|
|
|
and unlisted
securities |
Vietnam Ventures
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed, |
|
|
|
|
|
unlisted
securities and real estate |
Vietnam Investment
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed, |
|
|
|
|
|
unlisted
securities and real estate |
Asia Value Investment
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed, |
|
|
|
|
|
and unlisted
securities |
Vietnam
Master Holding 2 Limited |
BVI |
100.00 |
100.00 |
Holding company for
listed securities |
VOF Investment
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed, |
|
|
|
|
|
unlisted securities,
real estate, |
|
|
|
|
|
hospitality and
private equity |
VOF PE Holding 5
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed securities |
Visaka Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Portal Global
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed securities |
|
|
|
|
|
and unlisted
securities |
Windstar Resources
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed securities |
Allright Assets
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
real estate |
Vietnam Enterprise
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
listed, |
|
|
|
|
|
unlisted
securities and real estate |
Vina QSR Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
VOF PE Holding 3
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Vinaland Heritage
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Sharda Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Hospira Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Navia Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Orkay Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Halico
Investment Holding Limited |
BVI |
100.00 |
100.00 |
Holding company for
investments |
Clear Interest Group
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Foremost Worldwide
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
unlisted securities |
Rewas Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Allwealth Worldwide
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
private equity |
Nomino Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Vina Sugar Holdings
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Belfort Worldwide
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Preston Pacific
Limited |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Vietnam
Opportunity Fund II Pte. Ltd. |
BVI |
100.00 |
100.00 |
Holding company for
investments |
Liva Holdings Ltd |
|
BVI |
100.00 |
100.00 |
Holding company for
investments |
Vietnam
Master Holding 1 Limited |
BVI |
100.00 |
- |
Holding company for
investments |
Allright Assets
Limited |
|
Singapore |
100.00 |
100.00 |
Holding company for
real estate |
Turnbull Holding Pte.
Ltd. |
|
Singapore |
100.00 |
100.00 |
Holding company for
investments |
Fraser Investment Pte.
Limited |
|
Singapore |
100.00 |
100.00 |
Holding company for
listed securities |
SE Asia
Master Holding 7 Pte Limited |
Singapore |
100.00 |
100.00 |
Holding company for
private equity |
VTC Espero Pte
Limited |
|
Singapore |
100.00 |
100.00 |
Holding company for
real estate |
Hawke
Investments Pte Limited |
Singapore |
100.00 |
100.00 |
Holding company for
unlisted securities |
There is no legal restriction to the transfer of funds from the
BVI or Singapore subsidiaries to
the Company. Cash held in directly-owned as well as
indirectly-owned Vietnamese subsidiaries and associates is subject
to restrictions imposed by co-investors and the Vietnamese
government and therefore it cannot be transferred out of
Vietnam unless such restrictions
are satisfied.
The Company’s underlying investments in real estate projects
jointly invested with VinaLand have commitments under investment
agreements to acquire and develop, or make additional investments
in investment properties and leasehold land in Vietnam.
5.2 Indirect interests in
subsidiaries
The Company had the following indirect interests in subsidiaries
at 31 December 2016 and 30 June 2016:
|
|
|
|
|
As at |
|
|
|
|
|
31
December 2016 |
30
June 2016 |
|
|
|
|
|
%
of |
%
of |
|
|
|
|
|
Company's |
Company's |
|
|
Country of |
|
Immediate |
indirect |
indirect |
Indirect
subsidiary |
|
incorporation |
Nature of the
business |
Parent |
interest |
interest |
Longwoods Worldwide
Limited |
|
BVI |
Holding company for
listed and unlisted investments |
Nomino Holdings
Limited |
100.00 |
100.00 |
Victory
Holding Investment Limited |
BVI |
Holding company for
listed and unlisted investments |
Rewas Holdings
Limited |
100.00 |
100.00 |
DTL Education Holding
Ltd |
|
BVI |
Holding company for
investments |
Clear Interest Group
Limited |
100.00 |
100.00 |
Transwell Enterprises
Limited |
|
BVI |
Holding company for
unlisted securities |
Orkay Holdings
Limited |
100.00 |
100.00 |
Vietnam Hospitality
Ltd |
|
BVI |
Holding company for
real estate |
VOF Investment
Limited |
100.00 |
100.00 |
PA
Investment Opportunity II Limited |
BVI |
Holding company for
investments |
Vietnam Enterprise
Limited |
100.00 |
100.00 |
Pegasus Leisure
Ltd. |
|
BVI |
Holding company for
investments |
Vietnam Investments
Limited |
100.00 |
100.00 |
Howard Holding Pte.
Limited |
|
Singapore |
Holding company for
private equity |
Allwealth Worldwide
Limited |
80.56 |
80.56 |
Abbott Holding Pte.
Limited |
|
Singapore |
Holding company for
private equity |
Hospira Holdings
Limited |
100.00 |
100.00 |
Whitlam Holding Pte.
Limited |
|
Singapore |
Holding company for
private equity |
Navia Holdings
Limited |
61.26 |
61.26 |
Indochina
Building Supplies Pte. Ltd |
Singapore |
Holding company for
private equity |
VOF Investment
Limited |
100.00 |
100.00 |
Yen Viet Joint Stock
Company |
|
Vietnam |
Food & Beverage
products |
SE Asia Master Holding
7 Limited |
65.00 |
65.00 |
Menzies Holding Pte.
Ltd |
|
Singapore |
Holding company for
investments |
Belfort Worldwide
Limited |
100.00 |
100.00 |
Bivi Cooporation |
|
Vietnam |
Real estate
investment |
VOF Investment
Limited |
100.00 |
100.00 |
5.3 Direct interests in associates
The Company had the following directly-owned associates as at
31 December 2016 and 30 June 2016:
|
|
|
As at |
|
|
|
|
|
31
December 2016 |
30
June 2016 |
|
|
|
|
|
%
of |
%
of |
|
|
|
|
Country of |
Company |
Company |
|
|
Associate |
|
incorporation |
interest |
interest |
|
Nature of the
business |
Allwealth Asia
Ltd |
|
BVI |
35.00 |
35.00 |
|
Holding company for
real estate |
Sunbird Group Ltd |
|
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
Perimeter Investment
Limited |
|
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
Daybreak Overseas
Limited |
|
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
Central Lion
International |
|
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
Bantam Investments
Limited |
|
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
Vietnam
Property Holdings Limited |
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
Prosper
Big Investment Limited |
BVI |
- |
25.00 |
|
Holding company for
real estate |
Avante Global
Limited |
|
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
Pacific Alliance Land
Limited |
|
BVI |
25.00 |
25.00 |
|
Holding company for
real estate |
VinaCapital Danang Resorts Limited |
BVI |
- |
25.00 |
|
Holding company for
real estate |
VinaCapital Commercial Center |
|
|
|
|
|
Private Limited |
Singapore |
12.75 |
12.75 |
|
Holding company for
real estate |
VinaLand
Eastern Limited |
Singapore |
25.00 |
25.00 |
|
Holding company for
real estate |
Mega Assets Pte.
Limited |
|
Singapore |
25.00 |
25.00 |
|
Holding company for
real estate |
SIH Real Estate Pte.
Limited |
|
Singapore |
25.00 |
25.00 |
|
Holding company for
real estate |
5.4 Indirect interests in
associates
The Company had the following indirect interests in associates
at 31 December 2016 and 30 June 2016:
|
|
|
|
|
|
As at |
|
|
|
|
|
|
31
December 2016 |
30
June 2016 |
|
|
|
|
|
|
%
of |
%
of |
|
|
|
|
|
Company's
subsidiary |
Company's |
Company's |
|
|
|
Country of |
|
holding direct
interest |
indirect |
indirect |
Indirect
associate |
|
|
incorporation |
Nature of the
business |
in the
associate |
interest |
interest |
Phong Phu
Investment and Development |
|
Vietnam |
Real estate
investment |
Vietnam Ventures
Limited |
30.00 |
30.00 |
Saigon Golf JSC |
|
|
Vietnam |
Real estate
investment |
Vietnam Ventures
Limited |
- |
20.00 |
Avila Co. Ltd. |
|
|
Vietnam |
Real estate
investment |
Vietnam Investment
Property |
|
|
|
|
|
|
|
Holdings
Limited |
16.18 |
16.18 |
Vina Dai Phuoc
Corporation |
|
|
Vietnam |
Real estate
investment |
Allright Assets
Limited |
18.00 |
18.00 |
Vinh Thai
Urban Development Corporation |
|
Vietnam |
Real estate
investment |
VTC Espero
Limited |
17.75 |
17.75 |
Thang Loi Textile |
|
|
Vietnam |
Real estate
investment |
VOF Investment
Limited |
34.00 |
34.00 |
Hung Vuong
Corporation |
|
|
Vietnam |
Real estate
investment |
VOF Investment
Limited |
33.00 |
33.00 |
The Company’s indirect interests of less than 20% in associates
at period/year-end are co-investments with VinaLand. The Company
considers these interests as indirect associates because, as part
of the co-investment strategy, the Company can exert significant
influence on these entities.
5.5 Financial risks
The Company owns a number of subsidiaries and associates for the
purpose of holding investments in listed and unlisted securities,
debt instruments, private equity and real estate. The Company, via
these underlying investments, is subject to financial risks which
are further disclosed in Note 20. The Investment Manager makes
investment decisions after performing extensive due diligence on
the underlying investments, their strategies, financial structure
and the overall quality of management.
6. CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
|
|
|
|
|
|
|
|
|
|
Cash at banks |
|
|
|
|
|
|
91,825 |
|
1,570 |
As at the Statement of Financial Position date, cash and cash
equivalents were denominated in USD.
The Company’s overall cash position including cash held in
directly held subsidiaries is USD118.7
million
(30 June 2016: USD57.0 million). Please refer to Note 8 for
details of the cash held by the Company's subsidiaries.
7.
FINANCIAL INSTRUMENTS BY CATEGORY
|
|
|
|
|
Loans
and receivables |
|
Financial assets at fair value through profit or loss |
|
Total |
|
|
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
As at
31 December 2016 |
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
|
|
91,825 |
|
- |
|
91,825 |
Receivables |
|
|
|
|
218 |
|
- |
|
218 |
Financial
assets at fair value through profit or loss |
|
- |
|
788,408 |
|
788,408 |
Total |
|
|
|
|
92,043 |
|
788,408 |
|
880,451 |
|
|
|
|
|
|
|
|
|
|
Financial
assets denominated in: |
|
|
|
|
|
|
|
- USD |
|
|
|
|
92,043 |
|
788,408 |
|
880,451 |
|
|
|
|
|
|
|
|
|
|
As at
30 June 2016 |
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
|
|
1,570 |
|
- |
|
1,570 |
Receivables |
|
|
|
|
5,077 |
|
- |
|
5,077 |
Financial
assets at fair value through profit or loss |
|
- |
|
789,739 |
|
789,739 |
Total |
|
|
|
|
6,647 |
|
789,739 |
|
796,386 |
|
|
|
|
|
|
|
|
|
|
Financial
assets denominated in: |
|
|
|
|
|
|
|
- USD |
|
|
|
|
6,647 |
|
789,739 |
|
796,386 |
All financial liabilities are short term in nature and their
carrying values approximate their fair values. There are no
financial liabilities that must be accounted for at fair value
through profit or loss (30 June 2016:
nil).
8
. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets at fair value through profit and loss comprise
the Company’s investments in subsidiaries and associates. The
underlying assets and liabilities of the direct subsidiaries and
associates at fair value are disclosed in the following table.
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Cash and
cash equivalents |
|
|
|
|
|
33,112 |
|
55,430 |
Ordinary
shares – listed |
|
|
|
|
|
448,705 |
|
400,005 |
Ordinary
shares – unlisted and over-the-counter (“OTC”) |
|
|
100,684 |
|
82,741 |
Private equity |
|
|
|
|
|
|
77,082 |
|
72,952 |
Real
estate projects and operating assets |
|
|
|
73,220 |
|
137,268 |
Other
assets, net of liabilities |
|
|
|
|
|
55,605 |
|
41,343 |
|
|
|
|
|
|
|
788,408 |
|
789,739 |
The major underlying investments held by the direct subsidiaries
of the Company were in the following industry sectors.
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Consumer
goods |
|
|
|
|
|
241,874 |
|
235,142 |
Construction |
|
|
|
|
|
|
136,597 |
|
97,961 |
Financial
services |
|
|
|
|
|
27,473 |
|
38,054 |
Agriculture |
|
|
|
|
|
|
20,833 |
|
24,681 |
Energy,
minerals and petroleum |
|
|
|
31,881 |
|
41,531 |
Pharmaceuticals |
|
|
|
|
|
|
9,081 |
|
9,023 |
Real
estate projects and operating assets |
|
|
|
176,273 |
|
219,862 |
Infrastructure |
|
|
|
|
|
|
55,679 |
|
26,711 |
As at 31 December 2016, an
underlying holding, Vietnam Dairy Products Joint Stock Company,
within financial assets at fair value through profit or loss
amounted to 13.9% of the net asset value (“NAV”) of the Company
(30 June 2016: 14.7%). There were no
other holdings that had a value exceeding 10% of the NAV of the
Company as at 31 December 2016 or
30 June 2016.
During the period there has been return of capital from the
underlying investments in the subsidiaries/associates arising from
the realisation of these assets and the reallocation of available
cash to the Company.
When determining the fair values of financial assets at fair
value through profit or loss the Company takes into account the
potential for warranty or other claims arising on the sale of any
investments based on the underlying likelihood of an event arising
and the amount that may become payable.
9. RECEIVABLES
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Receivables from the Investment Manager on management fees
rebate |
|
212 |
|
380 |
Cash held
in escrow account |
|
|
|
|
|
- |
|
4,697 |
Loan |
|
|
|
|
|
|
6 |
|
- |
|
|
|
|
|
|
|
218 |
|
5,077 |
Cash held in the escrow account represented a deposit in United
Overseas Bank Ltd that was retained from the sale of the Company’s
underlying investment, Prime Group Joint Stock Company, held
through a previously owned Singaporean subsidiary, in 2012. The
retention balance served as partial security for the Company’s
liability arising from the Company’s potential Tax Assessment
obligations. The escrow account was released to the Company on
31 December 2016.
10. SHARE CAPITAL
The Company may issue an unlimited number of Shares, including
shares of no par value or shares with a par value. Shares may be
issued as (a) Shares in such currencies as the Directors may
determine; and/or (b) such other classes of shares in such
currencies as the Directors may determine in accordance with the
Articles and the Companies Law and the price per Share at which
shares of each class shall first be offered to subscribers shall be
fixed by the Board. The minimum price which may be paid for a share
is USD0.01. The Directors will act in
the best interest of the Company and the Shareholders when
authorising the issue of any shares.
Issued capital
|
|
|
31 December 2016 |
|
30 June 2016 |
|
|
|
Number
of shares |
|
USD’000 |
|
Number
of shares |
|
USD’000 |
Issued and
fully paid at 1 July |
|
211,346,258 |
|
491,301 |
|
324,610,259 |
|
725,310 |
Cancellation of treasury shares |
|
- |
|
- |
|
(113,264,001) |
|
(234,009) |
Issued
and fully paid at period/year end |
|
211,346,258 |
|
491,301 |
|
211,346,258 |
|
491,301 |
Shares held in
treasury |
|
|
(3,585,000) |
|
(10,283) |
|
(2,700,000) |
|
(7,472) |
Outstanding shares at period/year end |
|
207,761,258 |
|
481,018 |
|
208,646,258 |
|
483,829 |
Treasury shares
|
|
|
31 December 2016 |
|
30 June 2016 |
|
|
|
Number
of shares |
|
USD’000 |
|
Number
of shares |
|
USD’000 |
Opening
balance at 1 July |
|
2,700,000 |
|
7,472 |
|
104,652,647 |
|
213,283 |
Shares
repurchased during the period/year
(Note 12) |
885,000 |
|
2,811 |
|
11,311,354 |
|
28,198 |
Shares
cancelled during the period/year |
|
- |
|
- |
|
(113,264,001) |
|
(234,009) |
Closing
balance at period/year end |
|
3,585,000 |
|
10,283 |
|
2,700,000 |
|
7,472 |
In October 2011, the Board sought
and obtained shareholder approval to implement a share buyback
programme.
During the period, no treasury shares (30
June 2016: 113,264,001) were cancelled. The cancellation of
treasury shares in the prior year did not result in a change in the
Company’s NAV per share.
11. ACCRUED EXPENSES AND OTHER
PAYABLES
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Management
fees payable to the Investment Manager (Note 18) |
|
1,111 |
|
993 |
Incentive
fees payable to the Investment Manager (Note 18) |
|
7,673 |
|
8,241 |
Payables
to other related parties |
|
|
|
|
2,164 |
|
304 |
Other payables |
|
|
|
|
|
|
295 |
|
312 |
|
|
|
|
|
|
|
11,243 |
|
9,850 |
All accrued expenses and other payables are short-term in
nature. Therefore, their carrying values are considered a
reasonable approximation of their fair values.
12. DIVIDEND INCOME
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
31
December 2016 |
|
31
December 2015 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Dividend
income from a subsidiary used to pay for the |
|
|
|
|
|
|
Company's share repurchases |
|
|
|
|
- |
|
13,371 |
Dividend income |
|
|
|
|
|
|
23,920 |
|
12,362 |
|
|
|
|
|
|
|
23,920 |
|
25,733 |
Until 29 April 2016, all share buy
backs were carried out under the name of Visaka Holdings Limited, a
wholly-owned subsidiary. Since 29 April
2016, all share buy backs have been carried out under the
name of the Company. The payments for the share buy backs were made
by VOF Investment Limited (“VOFIL”), a wholly-owned subsidiary of
the Company until 27 May 2016. All
purchases had been fully settled by the Statement of Financial
Position dates.
13. NET GAINS/(LOSSES) ON FINANCIAL
ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
31
December 2016 |
|
31
December 2015 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Financial
assets at fair value through profit or loss: |
|
|
|
|
|
|
- Gains
from the realisation of financial assets, net |
|
|
|
74 |
|
- |
-
Unrealised gains/(losses), net |
|
|
|
|
76,822 |
|
(13,628) |
Total |
|
|
|
|
|
|
76,896 |
|
(13,628) |
14. GENERAL AND ADMINISTRATION
EXPENSES
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
31
December 2016 |
|
31
December 2015 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Management
fees (Note 18(a)) |
|
|
|
|
6,440 |
|
5,233 |
Directors’ fees |
|
|
|
|
|
|
211 |
|
173 |
Custodian,
secretarial and other professional fees |
|
|
|
918 |
|
721 |
Others |
|
|
|
|
|
|
363 |
|
942 |
|
|
|
|
|
|
|
7,932 |
|
7,069 |
15. INCOME TAX EXPENSE
The Company was incorporated in the Cayman Islands until 22
March 2016 when it changed its domicile to Guernsey. Under the laws of the Cayman Islands, there are no income, state,
corporation, capital gains or other taxes payable by the
Company.
The Company has been granted Guernsey tax exempt status in accordance with
The Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (as amended).
A number of subsidiaries are established in Vietnam and Singapore and are subject to corporate income
tax in those countries. The income tax payable by these
subsidiaries is taken into account in determining their fair values
in the Statement of Financial Position.
16. EARNINGS PER SHARE AND NET ASSET
VALUE PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the
profit/(loss) from operations of the Company by the weighted
average number of ordinary shares in issue during the year
excluding ordinary shares purchased by the Company and held as
treasury shares (Note 10).
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
|
31
December 2016 |
|
31
December 2015 |
Profit for
the period (USD’000) |
|
|
|
|
|
85,483 |
|
5,232 |
Weighted
average number of ordinary shares in issue |
|
|
|
208,475,850 |
|
217,387,194 |
Basic
earnings per share (USD per share) |
|
|
|
0.41 |
|
0.02 |
(b) Diluted
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares. The Company
has no category of potentially dilutive ordinary shares. Therefore,
diluted earnings/(loss) per share is equal to basic earnings/(loss)
per share.
(c) Net asset value per share
NAV per share is calculated by dividing the net asset value of
the Company by the number of outstanding ordinary shares in issue
as at the reporting date excluding ordinary shares purchased by the
Company and held as treasury shares (Note 10). NAV is determined as
total assets less total liabilities.
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
Net asset
value (USD'000) |
|
|
|
|
|
869,208 |
|
786,536 |
Number of
outstanding ordinary shares in issue |
|
|
|
207,761,258 |
|
208,646,258 |
Net
asset value per share (USD per share) |
|
|
|
4.18 |
|
3.77 |
17. SEASONALITY
The Board believes that the impact of seasonality on the
condensed interim financial information is not material.
18. RELATED PARTIES
Investment Manager’s Fees
(a) Management fees
Under the Second Amended IMA dated 15
October 2014, the Investment Manager receives a fee at an
annual rate of 1.5% of the NAV, payable monthly in arrear.
Total management fees for the period amounted to USD6.4 million (31
December 2015: USD5.2
million), of which USD1.1
million (30 June 2016:
USD1.0 million) was due to the
Investment Manager at the reporting date.
(b) Incentive fees
Under the Second Amended IMA, from 1 July
2013, the incentive fee was changed to be 15% of the
increase in NAV per share over a hurdle rate of 8% per annum. A
catch up is no longer applied. Furthermore, for the purposes of
calculating incentive fees, the Company's net assets are segregated
into a Direct Real Estate Portfolio and a Capital Markets
Portfolio. A separate incentive fee is calculated for each
portfolio so that for any statement of financial position date it
will be possible for an incentive fee to become payable in relation
to one, both, or neither, portfolio depending upon the performance
of each portfolio. However, the maximum incentive fee that can be
paid in any given year in respect to a portfolio is 1.5% of the
time weighted average NAV of that portfolio over the period to
which the fee relates. Any incentive fees earned in excess of the
cap may be paid out in subsequent years providing that certain
performance targets are met.
On 27 October 2016, the IMA was
amended in order to clarify the calculation of incentive fees. The
clarification did not result in adjustments of the incentive fees
expensed as of and for the period
ended
31 December 2016.
Total incentive fees accrued for the period amounted to
USD7.7million (31 December 2015: USD Nil). Total incentive
fees paid in respect of the fiscal year ending 30 June 2016 amounted to USD 8.2 million.
Directors’ Remuneration
The Directors who served during the period received the
following emoluments in the form of fees:
|
|
|
|
|
|
Six months ended |
|
|
|
|
Annual
fee |
|
31
December 2016 |
|
31
December 2015 |
|
|
|
|
USD |
|
USD |
|
USD |
Steven
Bates |
|
95,000 |
|
47,500 |
|
47,500 |
Martin Adams |
|
|
|
80,000 |
|
40,000 |
|
40,000 |
Michael Gray* |
|
|
|
90,000 |
|
43,151 |
|
45,000 |
Thuy Bich
Dam |
80,000 |
|
40,000 |
|
40,000 |
Huw Evans** |
|
|
|
80,000 |
|
40,000 |
|
- |
|
|
|
|
|
|
210,651 |
|
172,500 |
* Retired 21 December 2016.
** Appointed 27 May 2016.
No Directors’ fees were outstanding at the period end
(30 June 2016: Nil).
(c)
Other balances with related parties
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
|
|
|
|
|
|
|
|
|
|
Receivables from the Investment Manager on management fees
rebate |
|
212 |
|
380 |
|
|
|
|
|
|
|
|
|
|
Payables
to the Investment Manager on expenses paid |
|
|
|
|
|
|
on behalf
of the Company |
|
|
|
|
|
30 |
|
205 |
|
|
|
|
|
|
|
|
|
|
Certain
underlying investments jointly managed by the Investment
Manager |
|
|
|
- Vietnam Infrastructure Limited |
|
|
|
|
2,651 |
|
2,290 |
- VinaLand Limited |
|
|
|
|
|
19,708 |
|
21,005 |
|
|
|
|
|
|
|
22,359 |
|
23,295 |
(d)
Cost of treasury shares paid for by subsidiaries on behalf of the
Company
As disclosed in Note 12, the cost of treasury shares purchased
was paid by the Company’s subsidiary up to 27 May 2016.
19. COMMITMENTS
The Company’s indirect real estate associates have a broad range
of commitments under investment licences which they have received
for real estate projects jointly invested with VinaLand and other
agreements they have entered into, to acquire and develop, or make
additional investments in investment properties and leasehold land
in Vietnam. Further investments in
many of these arrangements are at the Company’s discretion.
20. FINANCIAL RISK MANAGEMENT
- Financial risk factors
The Company’s activities expose it to a variety of financial
risks: market risk (including currency risk, fair value interest
rate risk, cash flow interest rate risk and price risk), credit
risk and liquidity risk.
The condensed interim financial statements do not include all
financial risk management information and disclosures required in
the annual financial statements; they should be read in conjunction
with the Company’s Audited Financial Statements as at 30 June 2016.
There have been no significant changes in the management of risk
or in any risk management policies since the last balance sheet
date.
(b) Capital management
The Company’s capital management objectives are:
· To ensure the Company’s
ability to continue as a going concern;
· To provide investors with
an attractive level of investment income; and
· To provide investors with
an attractive level of capital growth.
The Company is not subject to any externally imposed capital
requirements. The Company has engaged the Investment Manager to
allocate the net assets in such a way so as to generate a
reasonable investment return for its Shareholders and to ensure
that there is sufficient funding available for the Company to
continue as a going concern.
Capital as at the period/year-end is summarised as follows:
|
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Net assets
attributable to equity shareholders |
|
|
|
869,208 |
|
786,536 |
(c) Fair value estimation
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;
· Level 2: Inputs other than quoted prices
included within Level 1 that are observable for the asset or
liability, either directly (that is, as prices) or indirectly (that
is, derived from prices); and
· Level 3: Inputs for the asset or liability
that are not based on observable market data (that is, unobservable
inputs).
There are no financial liabilities of the Company which were
carried at fair value through profit or loss as at 31 December 2016 and 30
June 2016.
The level into which financial assets are classified is
determined based on the lowest level of significant input to the
fair value measurement.
Financial assets measured at fair value in the Statement of
Financial Position are grouped into the following fair value
hierarchy:
|
|
|
|
|
|
|
Level
3 |
|
Total |
|
|
|
|
|
|
|
USD’000 |
|
USD’000 |
As at
31 December 2016 |
|
|
|
|
|
|
|
|
Financial
assets at fair value through profit or loss |
|
|
|
788,408 |
|
788,408 |
|
|
|
|
|
|
|
|
|
|
As at
30 June 2016 |
|
|
|
|
|
|
|
|
Financial
assets at fair value through profit or loss |
|
|
|
789,739 |
|
789,739 |
The Company classifies its investments in subsidiaries and
associates as Level 3 because they are not publicly traded, even
when the underlying assets may be readily realisable.
If these investments were held at the Company level, they would
be presented as follows:
|
|
|
Level
1 |
|
Level
2 |
|
Level
3 |
|
Total |
|
|
|
USD’000 |
|
USD’000 |
|
USD’000 |
|
USD’000 |
As at
31 December 2016 |
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
33,112 |
|
- |
|
- |
|
33,112 |
Ordinary
shares – listed |
|
448,705 |
|
- |
|
- |
|
448,705 |
– unlisted and OTC |
84,768 |
|
15,916 |
|
- |
|
100,684 |
Private equity |
|
|
- |
|
- |
|
77,082 |
|
77,082 |
Real
estate projects and operating assets |
- |
|
- |
|
73,220 |
|
73,220 |
Other
assets, net of liabilities |
|
- |
|
- |
|
55,605 |
|
55,605 |
|
|
|
566,585 |
|
15,916 |
|
205,907 |
|
788,408 |
|
|
|
|
|
|
|
|
|
|
As at
30 June 2016 |
|
|
|
|
|
|
|
|
Cash and
cash equivalents |
|
55,430 |
|
- |
|
- |
|
55,430 |
Ordinary
shares – listed |
|
400,005 |
|
- |
|
- |
|
400,005 |
– unlisted and OTC |
- |
|
65,704 |
|
17,037 |
|
82,741 |
Private equity |
|
|
- |
|
- |
|
72,952 |
|
72,952 |
Real
estate projects and operating assets |
- |
|
- |
|
137,268 |
|
137,268 |
Other
assets, net of liabilities |
|
- |
|
- |
|
41,343 |
|
41,343 |
|
|
|
455,435 |
|
65,704 |
|
268,600 |
|
789,739 |
Investments whose values are based on quoted market prices in
active markets, and are therefore classified within Level 1,
include actively traded equities and Government bonds, which have
committed prices at the Statement of Financial Position date. The
Company does not adjust the quoted price for these instruments.
Financial instruments which trade in markets that are not
considered to be active but are valued based on quoted market
prices and dealer quotations are classified within Level 2. These
include investments in unlisted equities and over-the-counter
(“OTC”) equities. As Level 2 investments include positions that are
not traded in active markets, valuations may be adjusted to reflect
illiquidity and/or non-transferability, which are generally based
on available market information. There are no significant
adjustments that may result in a fair value measurement categorised
within Level 3.
Private equities, real estate and hospitality investments, and
other assets that do not have an active market are classified
within Level 3. The Company uses valuation techniques to estimate
the fair value of these assets based on significant unobservable
inputs such as discount rates, occupancy and room rates, etc.,
as
described in Note 3.2.
Following Novaland’s listing on the Ho Chi Minh Stock Exchange
in December 2016, the Company’s
unlisted investment of USD17.0
million in level 3 at 30 June
2016 has been recategorised as a listed investment in Level
1 in the above hierarchy table at a valuation of USD31.4 million
Quantitative information of
significant unobservable inputs and sensitivity analysis to
significant change in unobservable inputs within Level 3
hierarchy
The significant unobservable inputs used in fair value
measurement categorised within Level 3 of the fair value hierarchy
together with a quantitative sensitivity as at 31 December 2016 and 30
June 2016 are shown below:
As at 31
December 2016
|
|
Level 3 – Range of unobservable inputs |
|
|
|
|
|
|
(probability-weighted average) |
|
|
|
|
|
Segment |
Valuation technique |
Valuation (USD’000) |
Discount rate |
Cap
rate |
Terminal growth rate |
Selling price per unit
(USD) |
Sensitivities in selling price per unit
(USD’000) |
Sensitivities in discount rates and cap rates/ dividend
yield (USD’000) |
Sensitivities in room rate and occupancy
rate(USD’000) |
Real estate
projects |
Direct comparison |
31,433 |
N/A |
N/A |
N/A |
30 - 8,243 |
Change in sales price per square metre |
|
|
|
|
|
|
|
|
|
|
-10% |
0% |
10% |
N/A |
N/A |
|
|
|
|
|
|
|
28,069 |
31,433 |
34,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate
projects |
Discounted cash flows |
41,787 |
15% -21% |
8.5% - 14.5% |
N/A |
N/A |
|
N/A |
|
|
|
Change in discount rate |
|
|
|
|
|
|
|
|
|
|
-1% |
0% |
1% |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
Change in
cap rate |
-1% |
44,653 |
42,104 |
39,739 |
|
|
|
|
|
|
|
|
|
|
|
0% |
44,305 |
41,787 |
39,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% |
44,006 |
41,506 |
39,200 |
|
|
|
|
|
Private
equity |
Discounted cash flows |
77,082 |
15% - 21% |
N/A |
3% - 5% |
N/A |
|
N/A |
|
|
|
Change in discount rate |
|
|
|
|
|
|
|
|
|
|
-1% |
0% |
1% |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
Change in
cap rate |
-1% |
81,103 |
74,525 |
68,836 |
|
|
|
|
|
|
|
|
|
|
|
0% |
85,448 |
77,082 |
64,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% |
90,621 |
82,260 |
75,228 |
|
|
|
|
|
As at 30 June
2016
|
|
Level 3 – Range of unobservable inputs |
|
|
|
|
|
|
(probability-weighted average) |
|
|
|
|
|
Segment |
Valuation technique |
Valuation
(USD’000) |
Discount rate |
Cap
rate |
Terminal growth rate |
Selling price per unit
(USD) |
Sensitivities in selling price per unit
(USD’000) |
Sensitivities in discount rates and cap rates/ dividend
yield (USD’000) |
Sensitivities in room rate and occupancy
rate(USD’000) |
Real estate
projects |
Direct comparison |
35,578 |
N/A |
N/A |
N/A |
30 - 8,243 |
Change in sales price per square metre |
|
|
|
|
|
|
|
|
|
|
-10% |
0% |
10% |
N/A |
N/A |
|
|
|
|
|
|
|
32,397 |
35,578 |
38,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate
projects |
Discounted cash flows |
41,333 |
15% -19% |
3% - 14.5% |
N/A |
N/A |
|
N/A |
|
|
|
Change in discount rate |
|
|
|
|
|
|
|
|
|
|
-1% |
0% |
1% |
|
|
N/A |
|
|
|
|
|
|
|
|
|
Change
in cap rate |
-1% |
45,620 |
42,910 |
40,408 |
|
|
|
|
|
|
|
|
|
|
|
0% |
43,888 |
41,333 |
38,948 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% |
42,500 |
40,048 |
37,778 |
|
|
|
|
|
Hospitality |
Discounted cash flows |
60,357 |
16.00% |
11.00% |
N/A |
N/A |
|
N/A |
|
|
|
Change in discount rate |
|
|
Change in room rate |
|
|
|
|
|
-1% |
0% |
1% |
|
|
-1% |
0% |
1% |
|
|
|
|
|
|
|
|
Change
in cap rate |
-1% |
63,906 |
60,896 |
58,110 |
Change in occupancy rate |
-5% |
59,827 |
59,886 |
59,944 |
|
|
|
|
|
|
|
|
|
|
0% |
63,318 |
60,357 |
57,615 |
0% |
60,294 |
60,357 |
60,420 |
|
|
|
|
|
|
|
|
|
|
|
1% |
62,764 |
59,849 |
57,149 |
|
5% |
60,760 |
60,828 |
60,896 |
Private
equity |
Discounted cash flows |
46,151* |
17% - 21% |
N/A |
3% - 5% |
N/A |
|
N/A |
|
|
|
Change in discount rate |
|
|
|
|
|
|
|
|
|
|
-1% |
0% |
1% |
|
|
N/A |
|
|
|
|
|
|
|
|
|
Change
in cap rate |
-1% |
48,026 |
44,469 |
41,330 |
|
|
|
|
|
|
|
|
|
|
|
0% |
50,001 |
46,151 |
42,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1% |
52,266 |
48,022 |
44,349 |
|
|
|
|
|
*The Company acquired certain investments towards the end of the
year. The carrying values of those investments were equivalent to
their fair values and therefore excluded from independent
valuations and sensitivity analysis.
Specific valuation techniques used to value the Company’s
underlying investments include:
· Quoted market prices or dealer quotes;
· Use of discounted cash flow technique to
present value the estimated future cash flows;
· Other techniques, such as the latest market
transaction price.
Changes in Level 3 financial assets
at fair value through profit or loss
The fair value of the Company’s investments in subsidiaries and
associates are estimated using approaches as described in Note 3.2.
As observable prices are not available for these investments, the
Company classifies them as Level 3 fair values.
|
|
|
|
|
|
31
December 2016 |
|
30
June 2016 |
|
|
|
|
|
|
USD’000 |
|
USD’000 |
Opening
balance |
|
|
|
|
789,739 |
|
717,759 |
Purchases |
|
|
|
|
|
82,165 |
|
4,382 |
Return of
Capital (Note 8) |
|
|
|
|
(160,392) |
|
- |
Net gains
for the period/year, net (Note 13) |
|
|
76,896 |
|
67,598 |
|
|
|
|
|
|
788,408 |
|
789,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
31
December 2016 |
|
31
December 2015 |
Total
unrealised gains/(losses) for the period included in: |
|
|
|
|
Profit/(loss) |
|
|
|
|
|
76,822 |
|
(13,628) |
Total
unrealised profit/(loss) for the period |
|
|
76,822 |
|
(13,628) |
21. SUBSEQUENT EVENTS
This Interim Report and Unaudited Condensed Interim Financial
Statements were approved for issuance by the Board on 24 March 2017. Events subsequent to 31 December
have been evaluated and there are no such events requiring
disclosure.
MANAGEMENT AND ADMINISTRATION
Directors |
|
Registrar |
Steven Bates |
|
Computershare Investor
Services (Guernsey) Limited |
Michael Gray
(retired 21 December 2016) |
|
1st Floor, Tudor
House |
Martin Adams |
|
Le Bordage, St Peter
Port |
Thuy Bich Dam |
|
Guernsey, GY1 1DB |
Huw Evans
(appointed 27 May 2016) |
|
Channel Islands |
|
|
|
Registered
Office |
|
Independent
Auditors |
PO Box 255 |
|
PricewaterhouseCoopers
CI LLP |
Trafalgar Court |
|
PO Box 321 |
Les Banques |
|
Royal Bank Place |
St Peter Port |
|
1 Glategny
Esplanade |
Guernsey GY1 3QL |
|
St Peter Port |
Channel Islands |
|
Guernsey GY1 4ND |
|
|
Channel Islands |
Investment
Manager |
|
|
VinaCapital Investment
Management Limited |
|
|
PO Box 309 |
|
|
Ugland House |
|
|
Grand Cayman
KY1-1104 |
|
|
Cayman Islands |
|
|
|
|
|
Administrator and
Corporate Secretary |
|
|
Northern Trust
International Fund |
|
|
Administration
Services (Guernsey) Limited |
|
|
PO Box 255 |
|
|
Trafalgar Court |
|
|
Les Banques |
|
|
St Peter Port |
|
|
Guernsey GY1 3QL |
|
|
Channel Islands |
|
|
|
|
|
Corporate
Broker |
|
|
Numis Securities
Limited |
|
|
The London Stock
Exchange Building |
|
|
10 Paternoster
Square |
|
|
London EC4M 7LT |
|
|
United Kingdom |
|
|
|
|
|
Custodian |
|
|
Standard Chartered
Bank (Vietnam) Limited |
|
|
Unit
1810-1815, Keangnam Hanoi Landmark Tower |
|
Pham Hung Road |
|
|
Me Tri Ward |
|
|
Nam Tu Liem
District |
|
|
Hanoi, 1000 |
|
|
Vietnam |
|
|
Tel: +848 3911
0000 |
|
|
Ho Chi Minh City
17th Floor, Sun Wah Tower,
115 Nguyen Hue Blvd., District 1,
Ho Chi Minh City, Vietnam.
Phone: +84-8 3821 9930
Fax: +84-8 3821 9921
Hanoi
5th Floor, Sun City Building,
13 Hai Ba Trung Street,
Hoan Kiem Dist., Hanoi, Vietnam.
Phone: +84-4 3936 4630
Fax: +84-4 3936 4629
Singapore
6 Temasek Boulevard,
42-01 Suntec Tower 4,
Singapore 038986.
Phone: +65 6332 9081
Fax: +65 6333 9081