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Section 1
Introduction
1.1 Financial highlights 3
1.2 Performance highlights 4
1.3 Chairmans statement 6
Section 2
Managers report
2.1 Investment environment 9
2.2 Portfolio performance 11
2.3 Top holdings 16
2.4 Management team 22
Section 3
Financial statements and reports
3.1 Board of Directors 26
3.2 Report of the Board of Directors 28
3.3 Governance report 30
3.4 Independent Auditors report 35
3.5 Consolidated financial statements and notes 36
Section 4
Additional information
4.1 Investing policy 85
4.2 Historical financial information 89
4.3 Overview and details 91
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
2 VOF Annual Report 2011
Financial highlights
divestments, via trade sales, at prices Change on previous year (3.9%) 14.8% 1.9%
Net asset value at 30 June 2011 NAV per share at 30 June 2011
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 3
Performance highlights
Education
International School of Ho Chi Minh City is among
the leading international schools in Vietnam. VOF
sold the majority of its stake in ISHCMC to Cognita,
one of the worlds top private school operators.
In addition, after the financial year ended, VOF divested a majority of its
stake in Hoan My Hospital Group.
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4 VOF Annual Report 2011
Performance highlights
VOFs private equity investments continued to focus on the consumer goods VOF made some progress in closing the share price discount
sector. This sector is enjoying high growth and attracting overseas strategic during FY2011. However, VOFs share price is correlated to the performance
investors. of the VN Index, which declined 21 percent in USD terms over the year
ended 30 June 2011. In addition, the European debt crisis had a negative
impact on equities markets around the world.
Consumer goods
Yen Viet JSC is Vietnams top producer and distributor Share price discount
of birds nest nutritional products, a high-cost health 30 June 2011: 32.3%
supplement with a huge growth market, particularly in 30 June 2010: 41.9%
China. VOF holds a 20.0 percent equity stake in Yen Viet.
VOF did not make a distribution payment in FY2011, but held an EGM in
Thai Hoa Coffee JSC is Vietnams third largest coffee October 2011 that added a permanent share buyback mechanism to the
producer and the market leader in the high-value funds Charter. Buybacks subsequently commenced in November 2011.
arabica sector. VOF holds a 10.0 percent equity stake in
Thai Hoa Coffee.
VOF during FY2011 also increased its stake in agro-chemicals firm An Giang
Plant Protection JSC, and acquired a small stake in Binh Dien Fertiliser.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 5
Chairmans statement
Dear shareholders,
Ultimately, The 2011 financial year saw Vietnams economy constrained by renewed
high inflation, which required tightened fiscal and monetary policies. Credit
the investment growth was reined in, and GDP growth slowed to 5.6 percent year-on-year
at 30 June 2011, down from 6.8 percent in 2010. Pressure on the Vietnam
success of the dong (VND) eased following an official devaluation in early 2011, but is likely
to return when interest rates eventually decline.
manager will During the year, VOF continued to outperform its peer group of Vietnam
diversified funds. However, sustained NAV growth was not possible given
be the best the market environment. VOFs listed equities and real estate holdings both
lost value over the year, primarily from unrealised losses and write-downs.
proof to the The poor performance of Vietnams capital markets in FY2011 stands in
contrast to the strong deal environment that saw the fund divest several
market of the private equity and OTC assets for high returns, while investing at low
valuations in well-managed businesses with high earnings growth.
value and promise of the VOF Vinacafe, Halico, the International School of Ho Chi Minh City and a real
estate asset in Hoi An saw divestment contracts signed during the year,
portfolio. resulting in total proceeds of USD77 million and a weighted average IRR of
48.1 percent. In addition, VOF exited the majority of its stake in Hoan My
hospital group to Fortis Healthcare, at a significant gain, shortly after the
end of the financial year. The Halico and International School divestments
were to strategic investors, attracted to Vietnams long-term potential and
able to enter the market easily given the low cost of capital on international
debt markets.
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6 VOF Annual Report 2011
Chairmans statement
Both the Board and Manager, however, are The Board is aware that VOF needs to prove
aware that the success with trade sales in FY2011 to shareholders that it can generate value
was not reflected in NAV growth or returns to and offer an excellent investment proposition
shareholders. The share price discount increased going forward. The Manager must work hard to
after the VN Index continued to decline, and the achieve this, but the Board remains confident
Euro debt crisis further pulled down international the investment environment offers the potential
markets. Trading in VOFs shares is unfortunately for the fund to take full advantage of an
correlated to the VN Index performance, even eventual recovery in Vietnams capital markets.
though, as a diversified fund, less than 50 VOF continues to hold many of Vietnams best
percent of the portfolio is in listed and OTC companies and projects in its portfolio, and the
equities. management team has a strong track record of
exits.
To return greater value to shareholders, VOF
will seek to add a share buyback mechanism to The Board will continue to keep shareholders
the funds articles of association at an EGM to updated on progress in achieving our strategic
be held on 25 October 2011. Once the buyback objectives, and returning VOF to prominence
programme can start, and given the continued as one of the best emerging market investment
strong deal environment in Vietnam, we opportunities for international investors.
believe the 2012 financial year offers improved
prospects for the funds shareholders. The Thank you for your continued support.
Managers strategy will be to continue exits of William Vanderfelt
mature assets, including real estate holdings, Chairman
and reinvest proceeds into well-managed, high- VinaCapital Vietnam Opportunity Fund Ltd
growth companies, while leaving funds available 31 October 2011
for return to shareholders, via tender or buyback
distributions.
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VOF Annual Report 2011 7
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
8 VOF Annual Report 2011
Investment environment
At the same time, the widening trade deficit raised concerns among foreign 60.0% 25.0%
investors and creditors. Amid mounting criticism, Vietnam acted decisively
in early 2011 by devaluing the VND by over seven percent, and sharply 50.0%
20.0%
restricting credit supply and public spending.
40.0%
The economy slowed, with GDP growth falling to 5.6 percent annualised 15.0%
over the first half of 2011. Given the lag between policy decisions and their 30.0%
impact, however, inflation continued to rise over the first six months of 10.0%
20.0%
2011, reaching over 20 percent year-on-year by June. The VND was stable
over this period, given the high deposit rates available and the forced sale of 10.0%
5.0%
USD by state-owned enterprises.
0.0% 0.0%
Prospects for the remainder of 2011 are for GDP growth of around 5.5 Jan-06 Sep-06 May-07 Jan-08 Sep-08 May-09 Jan-10 Sep-10 May-11
percent, with inflation gradually declining to about 18 percent CPI growth
for the year. Interest rates will come down as inflation falls, and no VND Credit growth, year-on-year CPI growth, year-on-year
devaluation is foreseen given stronger State Bank reserves and a balance of
payments surplus for 2011 estimated at USD4.5 billion.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 9
Investment environment
Vietnam balance of payments, 2006-2011E from bank loans and margin lending has fuelled the growth and value of
the Vietnam stock markets. With this liquidity removed in 2011, the stock
30,000.0 market suffered. Also, high deposit rates of over 20 percent and the rising
gold price kept consumers from investing in equities. In VND terms, the
20,000.0
price of gold almost doubled during the year. In this environment, equities
and even real estate remain unattractive. Despite the tight liquidity and
market slowdown, some Vietnamese equities still posted strong results in
10,000.0 2011, including VOF investees Vinamilk and Eximbank. Among the weakest
performers were real estate stocks and sectors that depend on construction,
0.0 such as building materials.
-10,000.0 Outlook
The investment environment in Vietnam continues to favour private
-20,000.0 companies in sectors such as consumer goods, financial services, healthcare
2006 2007 2008 2009 2010 2011E
and education. The long-term demand in these sectors has attracted the
attention of international companies looking to expand into Vietnam.
Trade sales have emerged as a viable exit opportunity for private equity
Trade balance ODA and Govt borrowings FDI disbursement Remittances
investments, as opposed to a few years ago when public listings were
needed to generate exits. Vietnams government appears willing to stay
the course in its effort to stabilise the economy, and there is greater
transparency regarding policy moves and their impact than in the past.
The missteps of 2010 have been corrected, with the currency stable for the
time being. As a result, 2012 offers the possibility for Vietnam to improve
its somewhat tarnished image in the eyes of foreign investors. A return to
high growth rates and free-flowing credit is unlikely, but also not necessary.
Vietnams domestic economic demand is high enough, with steady, stable
growth, to result in numerous investment opportunities in VOFs focus areas.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
10 VOF Annual Report 2011
Portfolio performance
Vietnam Opportunity Fund Ltd (VOF) at the end of June 2011 had an NAV values at the time of divestment. These exits have added to VOFs significant
of USD752 million, or USD2.32 per share. This was a decline of 3.9 percent cash holdings.
from the end of June 2010, when VOF had an NAV of USD783 million,
or USD2.41 per share. The decline was more moderate than that of the VOFs real estate component consists primarily of minority holdings in
Vietnam Index, which dropped 21 percent in USD terms over the same assets co-invested with VinaLand Limited (VNL). During the year, VOF saw 11
period. VOFs relatively strong performance was due in part to several projects written up by an average of 13.4 percent and eight projects written
significant private equity divestments. down by an average of 6.0 percent, resulting in a net increase of USD1.6
million. The real estate portfolio had a book value of USD179 million at 30
Asset class performance June 2011, or 24 percent of NAV. Last year, the real estate projects portfolio
VOFs primary asset classes in addition to cash are listed equities, was valued at USD171 million. Note that in addition to direct projects, VOF
OTC and private equities, and direct investments in hotels and real estate has exposure to Vietnams property market through investment in listed real
projects. Each asset class faced a different environment during the year, with estate developers.
widely differing impacts on the funds net asset value.
The listed equity component had a market value of USD275 million at 30 VOF comparative performance (by calendar year)
June 2011, or 37 percent of the funds NAV. This is a decline of USD47 million YTD 2011 2010 2009 2008
from 30 June 2010, and is due to net divestment and unrealised losses.
VOF -1.8% -1.6% 31.0% -47.1%
Overall, this asset class saw realised and unrealised losses of 18 percent over
VOF capital markets -4.6%
the financial year. The loss was due to the devaluation of the VND, and the
underperformance of real estate equities such as DIC Corp and Quoc Cuong VN Index 18.0% -7.2% 47.6% -68.7%
Gia Lai. In addition, equities in the building materials sector have a high Capital markets funds* -13.3% -6.8% 42.8% -60.2%
correlation to the real estate market, and saw losses as a result. However, Diversified funds** -6.1% -5.7% 14.1% -32.3%
the funds listed component did outperform the VN Index, which decline 21
percent in USD terms. * Capital market funds: VEIL, VGF, VEH, PXP, VEEF, Mekong, VN Holding, VNM ETF and FTSE VN ETF.
** Diversified funds: VOF, VNL, VNI, VEIL VGF VRF, VPF, VEH, VPH, Pru Offshore and DWS.
The private equity and OTC components, combined, had a book value of
USD126 million at 30 June 2011, or 17 percent of NAV, a decline from last
year when private and OTC equities totaled USD139 million, or 18 percent
of NAV. Nonetheless, FY2011 saw this component return 36 percent, mainly
due to realised gains from trade sales that occurred above the carrying
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 11
Portfolio performance
The hospitality component, consisting of stakes in six operating hotels, had a Performance summary
book value of USD73 million at 30 June 2011, or 10 percent of NAV. This was
Top gainers Halico (HLC), International School (ISHCMC),
an increase over 30 June 2010, when the hospitality portfolio was valued at Vinamilk (VNM), Sofitel Metropole, An Giang Plant
USD62 million. VOF invested in a minority stake of the Legend Hotel Saigon Protection
during the year, and the value of this holding was written up following Total realised gains 28,092
independent valuation reports that indicated a fair market value above the
Total unrealised gains 25,773
acquisition cost. The Sofitel Legend Metropole Hotel was also written up,
following a year of record performance. Total gains 53,865
Top losers DIC Corp (DIG), Quoc Cuong Gia Lai (QCG),
Bonds amounted to USD11 million as of 30 June 2011, while VOFs cash and Hoa Phat Group (HPG), Binh Chanh (BCI)
cash equivalent holdings were USD86 million at 30 June, up from USD82
Total realised losses 1,345
million the previous year. Cash was received from private equity exits, and
was partially reinvested throughout the year. VOF intends to continue to Total unrealised losses 38,646
invest the cash as market conditions improve, while also carrying out share Total losses 39,991
buybacks to return value to shareholders.
Trade sale divestments The Manager believes private equity investments, followed by successful
VOFs main investment focus is to acquire significant stakes of private and listings or trade sale divestments, are the most profitable area of the
OTC-traded companies that benefit from domestic economic growth, which funds investment activity, and will remain so given the continued growth
includes sectors such as consumer goods, education, healthcare, financial of many privately-held Vietnamese companies. VOF reinvested a portion
services, materials and logistics. This strategy, in FY2011, resulted in solid of the proceeds from FY2011 trade sales into private equity deals such as
exits from Hanoi Liquor JSC (Halico), the International School of Ho Chi Minh Yen Viet JSC, the largest private birds nest nutritional products company in
City (ISHCMC), and Vinacafe, Vietnams leading instant coffee producer. And Vietnam, and an increased stake in An Giang Plant Protection JSC, the largest
shortly after the financial year ended, VOF exited a majority of its stake in agricultural inputs and seeds business in Vietnam.
the Hoan My hospital group, to Fortis Healthcare.
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12 VOF Annual Report 2011
Portfolio performance
Investment Exit
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 13
Portfolio performance
Pharma and health 3.0% Total NAV 100% 783 752 (31) -3.9%
VOF remains well positioned to assist in taking private businesses to a public The anticipated recovery of the stock market in Vietnam, therefore,
listing. During 2009 and 2010, 22 companies in the portfolio went public, continues to be an important part of VOFs long term success. While trade
thus lifting the listed equities component to 36.7 percent of NAV at 30 June sales such as the Halico, International School and Hoan My deals are
2010. Subsequently, 2011 saw tightened economic policies, the Vietnam profitable ventures, they require long lead times and significant effort.
Index declined and companies halted their IPO plans. VOF was left with little Vietnams listed equities now trade at a discount to regional peers, in P/E
opportunity to exit holdings via listings, or to exit holdings that had recently terms, given the ongoing tight fiscal and monetary environment. In 2012,
held public offerings. if inflation slows and Vietnam is able to loosen its monetary policies, the
stock markets should begin to recover. VOF will be able to exit several
significant holdings. With the better privately-held companies seeing
earnings growth in excess of 30 percent yearly, VOF will look to reinvest
proceeds into these exciting businesses.
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14 VOF Annual Report 2011
Portfolio performance
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VOF Annual Report 2011 15
Top holdings
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16 VOF Annual Report 2011
Top holdings
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 17
Top holdings
Non-interest income 602 788 248 Revenue 2,353 3,176 4,063 2,465
Total income 2,577 3,670 2,500 Gross profit 580 912 1,112 727
Net income 1,132 1,815 1,261 Gross margin (%) 25% 29% 27% 29%
EPS (VND) 1,072 1,718 589 Net income 146 328 309 218
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18 VOF Annual Report 2011
Top holdings
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VOF Annual Report 2011 19
Top holdings
Hoi An
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20 VOF Annual Report 2011
Top holdings
Profit and loss (VND bn) FY08A FY09A FY10E H1 2011A Profit and loss (VND bn) FY08A FY09A FY10A H1 2011A
Revenue 8,502 8,244 14,492 9,368 Revenue 1,466 1,539 1,942 1,523
Gross profit 1,258 1,976 2,458 1,794 Gross profit 370 505 685 529
Gross margin (%) 14.8% 24.0% 17.0% 19.2% Gross margin (%) 25.2% 32.8% 35.3% 34.7%
Net income 854 1,271 1,349 1,027 Net income -85 480 522 33
Net margin (%) 10.0% 15.4% 9.3% 11.0% Net margin (%) n.a 31.2% 26.9% 2.2%
EPS (VND/share) 2,687 3,999 4,244 3,231 Adjusted EPS (VND) 3,069 4,225 5,731 4,426
DPS (VND/share) 1,200 1,200 1,200 - DPS (VND) 1,800 2,400 2,400 -
Balance sheet (VND bn) FY08A FY09A FY10E H1 2011A Balance sheet (VND bn) FY08A FY09A FY10A H1 2011A
Total assets 5,639 10,243 14,903 17,598 Total assets 2,983 4,247 5,039 5,149
Shareholders equity 4,111 4,898 6,398 7,184 Shareholders equity 2,075 2,413 3,738 3,755
ROE (%) 20.8% 25.9% 21.1% 14.3% ROE (%) 17.8% 20.9% 18.3% 14.1%
Book value per share (VND) 12,934 15,410 20,129 22,602 Book value per share (VND) 17,361 20,231 31,276 31,418
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VOF Annual Report 2011 21
Management team
1
Don Lam
Chief Executive Officer
(Left to right: 1 Mr. Don Lam 4 Mr. Nguyen Viet Cuong; 5 Mrs. Dang Pham Minh; 3 Mr. Andy Ho; 2 Mr. Brook Taylor)
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22 VOF Annual Report 2011
Management team
2 3 4 5
Brook Taylor Andy Ho Nguyen Viet Cuong Dang Pham Minh Loan
Chief Operating Officer Managing Director and Deputy Managing Director Deputy Managing Director
Head of Investment
Brook Taylor has almost 20 years of Andy Ho joined VinaCapital in early Cuong Nguyen joined VinaCapital Loan Dang joined VinaCapital in
management experience, including 2007 to oversee the capital markets, in November 2003 and currently August 2005 and is responsible for
eight years in Vietnam as a senior private equity, fixed income and manages VOFs capital markets VOFs private equity and capital
partner with major accounting venture capital investment teams. portfolio. Cuong holds board market investments. Loan has led
firms. Previously, Brook was deputy Previously, Andy directed Prudential positions at several VOF investee numerous private equity and private
managing partner of Deloitte in Vietnams fund management companies, including Vinamilk and placement deals for VOF, and holds
Vietnam and head of the firms audit company. In all, Andy has led over Hau Giang Pharma. Previously, board positions at several VOF
practice. He was also managing USD1 billion in investments across Cuong worked at Unilever Vietnam investee companies, including Hoa
partner of Andersen Vietnam and a all market sectors in Vietnam. He has and KPMG Vietnam. He is a certified Phat Group and Quoc Cuong Gia
senior audit partner at KPMG. Brook also held management positions at accountant FCCA (UK), and holds a Lai. Loan has previous experience
has expertise spanning financial Dell Ventures (the investment arm BA in Corporate Finance and Banking at KPMG Vietnam and Unilever
audits, internal audits, corporate of Dell Computer Corporation) and from the University of Economics, Ho Vietnam. She has an MBA
finance, taxation, business planning Ernst & Young. He holds an MBA Chi Minh City. from the University of Hawaii
and IT systems risk management. from the Massachusetts and holds an FCCA (UK) fellow
He has a B.A. in Commerce and Institute of Technology and is a membership and a BA in Finance and
Administration from Victoria Certified Public Accountant in the Accounting from the University of
University of Wellington, New United States. Economics, Ho Chi Minh City.
Zealand, and is a member of the
New Zealand Institute of Chartered
Accountants.
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VOF Annual Report 2011 23
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24 VOF Annual Report 2011
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 25
Board of Directors
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
26 VOF Annual Report 2011
Board of Directors
Horst F. Geicke is one of VinaCapitals three Don Lam is a founding partner of VinaCapital
founding partners, and served as Chairman Group, with over 15 years experience in
of VinaCapital from 2003 to 2011. Mr. Geicke Vietnam. He has overseen the Groups
is also a founding partner of Pacific Alliance growth from manager of a single USD10
Group, a fund management company in Hong million fund in 2003 into a full-featured
Kong. He has resided in Hong Kong since investment firm managing numerous listed
1981 and in Vietnam since 2002. Mr. Geicke and unlisted funds, and offering a complete
is Chairman of Euro Auto BMW Vietnam and range of corporate finance and real estate
Victory Capital Cambodia. He is Director of several companies that operate advisory services. Before founding VinaCapital, Mr. Lam was a partner at
in Vietnam, including VinaSecurities, VinaProjects, and the VinaCapital funds PricewaterhouseCoopers (Vietnam), where he led the Corporate Finance
VOF, VNL and VNI. Mr. Geicke is the President of the European Chamber of and Management Consulting practices throughout the Indochina region.
Commerce in Hong Kong and President of the Hong Kong-Vietnam Chamber Mr. Lam has also held management positions at Deutsche Bank and
of Commerce. He was previously the President of the German Chamber Coopers & Lybrand in Vietnam and Canada. He has a degree in Commerce
of Commerce in Hong Kong, and was Director of the Regional Board of the and Political Science from the University of Toronto, and is a member of
Young Presidents Organisation from 2001-2004. He is the director or board the Institute of Chartered Accountants of Canada. He is a Certified Public
member of numerous companies and associations, including the German Accountant and holds a Securities Licence in Vietnam.
Business Association of Vietnam, the Hong Kong-Thailand Business Council,
and the Hong Kong-EU Business Cooperation Committee. Mr. Geicke has
a Masters degree in Economics and Business Law from the University of
Hamburg, Germany.
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VOF Annual Report 2011 27
Report of the Board of Directors
The Board of Directors submits its report Results and dividend consolidated financial position of the Group as
together with the consolidated financial The consolidated results of the Groups operations disclosed in the Statement of Financial Position as
statements of VinaCapital Vietnam Opportunity for the year ended 30 June 2011 and the state at 30 June 2011 or on the results of its operation
Fund Limited (the Company) and its of its affairs as at that date are presented in the and its cash flows for the year then ended.
subsidiaries (together the Group) for the year consolidated financial statements on pages 6 to 49.
ended 30 June 2011 (the year). Directors interest in the Company
The Board of Directors do not recommend As at 30 June 2011, the interests of the Directors
The Group payment of a dividend for the year ended 30 June in the shares, underlying shares and debentures
VinaCapital Vietnam Opportunity Fund Limited 2011 (30 June 2010: nil). of the Company are as follows:
was incorporated in the Cayman Islands as a
limited liability company. The registered office Board of Directors No. of shares Percentage
of the Company is PO Box 309GT, Ugland House, The members of the Companys Board of Direct Indirect of issued
Directors during the year and up to the date of capital
South Church Street, George Town, Grand (direct and
Cayman, Cayman Islands. this report are: indirect
holding)
The details of the Groups subsidiaries and Name Position Date of appointment Horst Geicke 1,275,000 278,840 0.479%
associates are set out in Note 6 and Note 9 of the William Vanderfelt Chairman 10 December 2004
Don Lam 1,005,859 184,883 0.367%
consolidated financial statements. Horst Geicke Director 14 March 2003
William Vanderfelt - 600,000 0.185%
Martin Glynn Director 18 March 2008
Principal activities
The Companys principal activity is to undertake Don Lam Director 18 March 2008 Michael Gray 100,000 - 0.031%
various forms of investment in Vietnam (primarily), Michael Gray Director 24 June 2009 Martin Glynn 20,000 - 0.006%
and also in Cambodia, Laos and Southern China.
The Company mainly invests in listed and unlisted Auditors Subsequent to the reporting date, Mr. Horst Geicke
companies, debt instruments, private equity and The Groups auditors, Grant Thornton Cayman disposed of 500,000 shares on the open market
real estate assets and other opportunities with Islands with the assistance of Grant Thornton bringing his total direct interest to 775,000 shares in
the objective of achieving medium to long-term (Vietnam) Ltd., have expressed their willingness the Company, which represents a 0.325% holding.
capital appreciation and investment income. to accept re-appointments.
Directors responsibilities in respect of the
The principal activities of the subsidiaries Subsequent events after the reporting date consolidated financial statements
are financial services, property investment, No significant events have occurred since the The Board of Directors is responsible for ensuring
hospitality management and retailing. reporting date which would impact on the that the consolidated financial statements are
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28 VOF Annual Report 2011
Report of the Board of Directors
properly drawn up so as to give a true and fair decisions and/or instructions have been
view of the financial position of the Group as at properly reflected in the consolidated financial
30 June 2011 and of the results of its operations statements.
and its cash flows for the year then ended on
The Board of Directors is also responsible for
that date. In preparing the consolidated financial
safeguarding the assets of the Group and hence
statements, the Board of Directors is required to:
for taking reasonable steps for the prevention and
i. adopt appropriate accounting policies which detection of fraud and other irregularities.
are supported by reasonable and prudent The Board of Directors confirms that the Group has
judgements and estimates and then apply complied with the above requirements in preparing
them consistently; the consolidated financial statements.
ii. comply with the disclosure requirements
Statement by the Board of Directors
of the International Financial Reporting
In the opinion of the Board of Directors, the
Standards or, if there have been any
accompanying Consolidated Statement of Financial
departures in the interest of true and fair
Position, Consolidated Statements of Income and
presentation, ensure that these have been Comprehensive Income, Consolidated Statement of
appropriately disclosed, explained and Changes in Equity and Consolidated Statement of
quantified in the consolidated financial Cash Flows, together with the notes thereto, have
statements; been properly drawn up and give a true and fair view
iii. maintain adequate accounting records and of the financial position of the Group as at 30 June
an effective system of internal control; 2011 and the results of its operations and its cash
flows for the year then ended in accordance with the
iv. prepare the consolidated financial International Financial Reporting Standards.
statements on a going concern basis unless
it is inappropriate to assume that the On behalf of the Board of Directors
Group will continue its operations in the
31 October 2011
foreseeable future; and
William Vanderfelt
v. control and direct effectively the Group in Chairman
all material decisions affecting its operations Hong Kong
and performance and ascertain that such
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VOF Annual Report 2011 29
Governance report
The Board of Directors (the Board) is pleased The Board is committed to attain and maintain a the approval process to enter or exit investments,
to report on the activities of the Board and its high standard of corporate governance, with the or enter into any commitments on behalf of the
Committees during the 2011 financial year. ultimate aim of protecting shareholders and other Fund. Under the agreement, the Board ensures
VinaCapital Vietnam Opportunity Fund Limited stakeholders interests. The activities performed by the Investment Manager follows the Boards
(VOF or the Fund) is a Cayman Islands company the Board and the Board Committees during the strategic direction to achieve the investment
established in 2003 and traded on the AIM year are testament of this commitment. objectives in the identification, acquisition and
Market of the London Stock Exchange. The Fund disposal of properties; the management of
respects the AIM governing laws and regulations, The Board
such properties; and the determination of any
and implements and promotes to the full extent The Board is ultimately responsible for the Fund financing arrangements.
possible the guidelines and rules issued by the performance on behalf of its shareholders.
respective regulatory authorities. In order to create and deliver sustainable The Board is also responsible for reviewing and
shareholder value, the Board oversees the signing-off the interim and annual financial
Throughout the year ended 30 June 2011, the
Funds strategy, direction and supervision statements prepared by the independent auditor
Fund has complied with the AIM rules set out in
of VinaCapital Investment Management Ltd as a true and fair view of the Funds financial
the United Kingdom London Stock Exchange for
listed companies on the Alternative Investment (the Investment Manager) as stipulated in status at the time of the report. Furthermore, the
Market (AIM). the investment management agreement. The Board ensures that any issues or matters raised
investment management agreement documents by the auditor are adequately addressed by the
The Fund, although not required to do so as the Investment Managers responsibilities and Investment Manager.
an AIM listed company, uses as good practice
guidelines the UK Corporate Governance Code
(the Code), and the Association of Investment Current board members Independence to the Fund Exec/non-exec director
Companies Code of Corporate Governance William Vanderfelt Yes Non-executive
(the AIC Code), which adapts the Combined
Martin Glynn Yes Non-executive
Code specifically for investment companies. The
Board regularly reviews the Funds corporate Michael Gray Yes Non-executive
governance system with advice from the Don Lam No* Non-executive
Nominated Advisors (Nomad) to ensure that it is Horst Geicke No** Non-executive
aligned and balanced with international practice.
* Mr Don Lam is an executive of the Investment Manager, VinaCapital Investment Management Ltd, and a Director of VinaCapital Group Ltd, a controlling
shareholder of the Investment Manager.
** Mr Horst Geicke is a Director of VinaCapital Group Ltd, a controlling shareholder of the Investment Manager.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
30 VOF Annual Report 2011
Governance report
Other specific responsibilities reserved for the Board to decide and consider The independent non-executive Directors annually declare that they were,
are: the Funds investment strategy; major investment and divestment and continue to be, independent from the Fund, the investment manager,
transactions; related party transactions; appointment or reappointment of and any of its managed vehicles.
auditors and key advisors; and other significant operational and financial
At the end of the financial year, the aggregate Director fees amounted to
matters as required.
USD195,000.
The Board is considered independent of the Fund and the Investment
The Board meets at least four times a year and uses a structured agenda
Manager, because the majority of its members are non-executive
to ensure all key areas are reviewed; covering but not limited to the review
independent directors. The Board members remained the same as the
of the Fund strategy, financial performance, and Investment Managers
previous year and comprised three independent non-executive Directors, operations.
including the Chairman, and two non-independent Directors. Each Director
has appropriate qualifications, industry experience and expertise to help A summary of the Board members attendance and fees paid are shown in
guide the Fund. The Directors biographies are included in this annual report. the table below:
Board Member Elected Current Board Audit Valuation RNME Attendance1 Total Fee USD
Position Committee Committee Committee Board AC VC RNME
(AC) (VC) (RNME) meetings meetings meetings meetings
William Vanderfelt 2003 Chairman Member Member Chairman 4/4 4/4 6/6 1/1 75,000
Michael Gray 2009 Member Chairman Member Member 4/4 4/4 6/6 1/1 60,000
Martin Glynn 2008 Member Member Chairman Member 4/4 4/4 6/6 1/1 60,000
Don Lam 2008 Member - - - 4/4 - - - -
Horst Geicke 2003 Member - - - 3/4 - - - -
Total 195,000
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 31
Governance report
All the Funds Directors have direct contact responsible for overseeing the effectiveness of the Reviewed the Investment Managers risk
with the Investment Managers Legal Counsel Funds systems of internal control, risk management management framework and associated
and Head of Compliance and key external and financial reporting. The Committee is also kept activities;
advisors. They advise the Board on corporate informed of the annual audit and interim half- Reviewed the Funds major risks as reported
documentation, legal, governance and year review of the Funds financial statements. It by the Investment Manager;
compliance issues. assesses the external auditors independence and Reviewed related party transactions involving
considers any non-audit services provided by the the Fund, directors, the investment manager
The Investment Manager has arranged appropriate external auditor. The Committee also evaluates and its employees and affiliates, and project
Directors and Officers insurance coverage for the the performance of both the internal and external companies;
Funds Directors to cover any liabilities arising from auditors following each audit cycle. Reviewed the Funds banking policy;
corporate activities. The insurance coverage is Reviewed governance policies of the
reviewed every 18 months or as required. The Committee undertakes an advisory role and Investment Manager; including fraud,
makes recommendations arising from the above whistleblower and related party transaction
Board Committees activities at each Board meeting. The Committees and conflict of interest management;
Certain responsibilities of the Board are Chairman presents the auditors findings and any Review the Funds compliance to applicable
delegated to Board Committees to assist proposals to the Board for approval. laws and regulations;
the Board in carrying out its functions and The Committee met four times during the year Reviewed the Committees terms of reference
to ensure independent oversight of internal and performed the following key activities: to ensure it meets the needs of the Board.
control and risk management. Each Board
Committees terms of reference is based on the Reviewed the audit strategy and practices by Valuation Committee
model terms of reference from the Institute the external auditor; All independent non-executive directors are
of Chartered Secretaries and Administrators Reviewed the integrity and opinion on the members of this Committee. Martin Glynn is
(ICSA). Each Committees terms of reference set interim and year-end financial reports before Chairman of the Committee. The Committees
out its administration requirements, duties and the Boards review and approval; primary goal is to ensure that the Funds
responsibilities. Reviewed the annual internal audit plan and investments portfolio, especially real estate
appointment of PricewaterhouseCoopers investments are recorded at fair values. In doing
Audit Committee Vietnam as the internal auditor; so, the Committee reviews the Investment
All independent non-executive directors are Reviewed the Funds internal audit report on Managers revaluation process and the individual
members of this Committee. Michael Gray is the internal control system and key business results of each revaluation exercise. The
Chairman of the Committee. The Committee is processes; Committees Chairman presents the Committees
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
32 VOF Annual Report 2011
Governance report
findings and recommendations to the Board for services providers. The Committee undertakes The IC met many times during the year to
approval of property valuations. an advisory role and makes recommendations consider and approve projects that the
arising from its activities at each Board Investment Manager considered suitable for
The Committee met six times during the year meeting. The Committees Chairman presents investment or divestment by the Fund. The
(four times in person and twice by telephone) its recommendations and any proposals to the committee is comprised of individuals with
and performed the following key activities: Board for approval. financial and business backgrounds combined
Checked that the basis for valuation is fair and with extensive investment experience in Vietnam.
The Committee met once during the year and Current committee members include Horst
reasonable; performed the following activities:
Ensured the valuation policies and procedures Geicke, Don Lam and Andy Ho.
are aligned with IFRS accounting standards Reviewed the structure and composition of The IBC met when required to consider and
and are known by the staff involved; the Board and committees; approve investments of related listed investment
Reviewed the portfolio valuations by asset Reviewed the performance and remuneration funds, namely Vinaland Limited and Vietnam
classes; policies of the Board and Committee Infrastructure Limited. Only the members of the
Reviewed and recommended all property members; IBC are allowed to interface with the third party
valuations to the Funds Board; Reviewed the terms of reference and brokers. The IBC was established to minimise the
Ensured Directors have a clear understanding composition of other Board committees; role of non-independent individuals with access
of the valuation process and results; Evaluated the performance of the Funds key to unpublished price-sensitive information on
Reviewed the Committees terms of reference third-party service providers; the funds managed by the Investment Manager.
to ensure it meets the needs of the Board. Reviewed and evaluated the Committees Current committee members include William
own performance, duties and responsibilities, Vanderfelt, Martin Glynn, and Michael Gray.
Remuneration/ Nomination/ Management and concluded that it and its members are
Engagement/ Evaluation Committee effective. The Investment Manager
All independent non-executive directors are Under the investment management agreement
members of this Committee. William Vanderfelt Investment and Board Committees the Fund has delegated to the Investment
is Chairman of the Committee. The Committee The Fund has two committees to consider and Manager overall responsibility for conducting the
is responsible for overseeing that the Board is approve investment decisions; an Investment day-to-day management of the Funds investment
appropriately structured, the Directors adhere Committee (IC) and the Independent Board portfolio including the acquisition, monitoring
and disposal of assets in line with the strategy
to their responsibilities and are appropriately Committee (IBC). The former is a committee
and framework set out by the Board.
remunerated, to nominate new Directors to the of the Manager, while the later is a Board
Board if required, and to evaluate the Funds Committee.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 33
Governance report
During the year, the Investment Manager that Investment Managers controls over the Internal audit
has enhanced its corporate governance and Funds major risks are adequate and effective. The Board re-appointed PricewaterhouseCoopers
risk management frameworks, with specific Vietnam as the internal auditor for the fiscal
improvements in respect to appointing Code of Conduct and Compliance year. The internal audit work was performed
independent directors to its Board, defining All employees of the Investment Manager must based on an internal audit plan agreed with
and communicating its values, expanding its adhere to the Code of Conduct set out in the the Audit Committee. The internal auditors
system of internal controls and risk management Investment Managers Compliance manual. The have unrestricted access to the business.
processes, and greater transparency and quality Investment Manager has adopted a Code of They performed detailed audits of the control
of information when reporting to shareholders. Conduct based on the International Organisation environment, procedures, and internal controls
The Investment Manager views itself a role model of Securities Commissions (IOSCO) International in respect to the audit areas selected for review.
for governance and risk management practices Code of Business Principles 1990, which serves as The internal auditor presented its findings at each
within Vietnam, and more specifically for its a model reference for regulators in Vietnam. Audit Committee meeting. During the year, no
broad portfolio of investee companies. These serious control breaches were reported.
improvements have been undertaken to provide All staff are required to sign an annual compliance
ongoing comfort to the Board that the Investment External audit
attestation confirming compliance with the Code
Manager is committed to protecting and The Funds external auditor for the 2011 fiscal
of Conduct and Compliance manual, including
enhancing shareholders interests and promoting year is Grant Thornton Cayman Islands with the
their commitment to the fraud and whistleblower
good corporate governance in Vietnam. assistance of Grant Thornton (Vietnam) Ltd.
policies and procedures. Non-compliance will
To ensure independence from the Investment
Internal Controls and Risk Management result in disciplinary action.
Manager, the external auditor is selected and
The Audit Committee is responsible for approved by the Board. The Audit Committee
overseeing the effectiveness of the internal Risk management system considers whether any other engagements
control and risk management system. It primarily The Audit Committee has reviewed the Investment provided to the auditor will have an effect on, or
achieves this by assigning and monitoring risk Managers newly implemented Enterprise Risk perception of, compromising the external auditors
management responsibilities of the Investment Management (ERM) framework. The ERM independence. During the year, Grant Thornton
Manager and evaluating the results of the framework provides a structured approach to Cayman Islands and Grant Thornton Vietnam did
internal auditor. The Committee has ensured managing risk by establishing a risk management not provide any non-audit services to the Fund.
that the Investment Manager has implemented culture through education and training, formalised
an adequate risk management system covering risk management procedures, defining roles and Sincerely,
the identification of risks, implementation of responsibilities in respect to managing risk, and
controls, and monitoring and reporting of risks. establishing reporting mechanisms to monitor the William Vanderfelt
The internal audit function has been outsourced effectiveness of the framework. Chairman
to PriceWaterhouseCoopers Vietnam, to ensure VinaCapital
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
34 VOF Annual Report 2011
Independent Auditors report
selecting and applying appropriate accounting error. In making those risk assessments, the
policies; and making accounting estimates that auditor considers internal controls relevant to
are reasonable in the circumstances. the entitys preparation and fair presentation of
the consolidated financial statements in order
Auditors responsibility to design audit procedures that are appropriate
Our responsibility is to express an opinion on in the circumstances, but not for the purpose
To the Shareholders of VinaCapital Vietnam these consolidated financial statements based on of expressing an opinion on the effectiveness
Opportunity Fund Limited our audit. We conducted our audit in accordance of the entitys internal control. An audit also
We have audited the accompanying Consolidated with the International Standards on Auditing. includes evaluating the appropriateness of
Statement of Financial Position of VinaCapital Those standards require that we comply with accounting policies used and the reasonableness
Vietnam Opportunity Fund Limited and its ethical requirements and plan and perform the of accounting estimates made by management, as
subsidiaries (the Group) as of 30 June 2011, audit to obtain reasonable assurance whether well as evaluating the overall presentation of the
and the related Consolidated Statement of the consolidated financial statements are free consolidated financial statements.
Changes in Equity, Consolidated Statements from material misstatement.
of Income and Comprehensive Income, and We believe that the audit evidence we have
Consolidated of Statement of Cash Flows for This report, including the opinion, has been obtained is sufficient and appropriate to provide
the year then ended together with a summary prepared for and only for the shareholders. We a basis for our audit opinion.
of significant accounting policies and other do not, in giving this opinion, accept or assume
explanatory notes from page 6 to 49. responsibility for any other purpose or to any Opinion
other person to whom this report is shown In our opinion, the consolidated financial
Managements responsibility for the or into whose hands it may come save where statements give a true and fair view of the
consolidated financial statements expressly agreed by our prior written consent. financial position of VinaCapital Vietnam
Management is responsible for the preparation Opportunity Fund Limited and its subsidiaries as
and fair presentation of these consolidated Basis of opinion at 30 June 2011, and of its financial performance
financial statements in accordance with the An audit involves performing procedures to obtain and its cash flows for the year then ended in
International Financial Reporting Standards. This audit evidence about the amounts and disclosures accordance with the International Financial
responsibility includes designing, implementing in the consolidated financial statements. The Reporting Standards.
and maintaining internal controls relevant to the procedures selected depend upon the auditors
preparation and fair presentation of consolidated judgement, including the assessment of the risks GRANT THORNTON
financial statements that are free from material of material misstatement of the consolidated Grand Cayman, Cayman Islands
misstatement, whether due to fraud or error; financial statements, whether due to fraud or 31 October 2011
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 35
Consolidated Statement of Financial Position
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
36 VOF Annual Report 2011
Consolidated Statement of Financial Position
LIABILITIES
Non-current
Deferred tax liabilities 101 101
Other long-term liabilities 55 -
Non-current liabilities 156 101
Current 18
Trade and other payables 26 3,932 4,089
Payables to related parties 8,609 5,702
Current liabilities 12,541 9,791
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 37
Consolidated Statement of Changes in Equity
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
38 VOF Annual Report 2011
Consolidated Statement of Changes in Equity
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 39
Consolidated Statement of Income
Net changes in fair value of financial assets at fair value through profit or loss 19 (52,520) 96,895
Selling, general and administration expenses 20 (20,155) (21,374)
Net losses from fair value adjustments of investment properties 7 (301) (72)
Other income 21 6,946 2,633
Other expenses (4,056) (1,600)
(70,086) 76,482
Operating (loss)/profit (68,348) 78,142
(Losses)/Earnings per share basic and diluted (USD per share) 24 (0.11) 0.32
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
40 VOF Annual Report 2011
Consolidated Statement of Comprehensive Income
Year ended
30 June 2011 30 June 2010
USD000 USD000
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 41
Consolidated Statement of Cash Flows
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
42 VOF Annual Report 2011
Consolidated Statement of Cash Flows
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 43
Notes to the Consolidated Financial Statements
1. General information The consolidated financial statements for the IAS 1 Presentation of Financial Statements
year ended 30 June 2011 were authorised for IAS 21 The Effects of Changes in Foreign
VinaCapital Vietnam Opportunity Fund Limited issue by the Companys Board of Directors on 31 Exchange Rates and IAS 28 Investments in
(the Company or VOF) is a limited liability October 2011. Associates
company incorporated in the Cayman Islands. The
registered office of the Company is PO Box 309GT, 2. Statement of compliance with IFRS and Significant effects on current, prior or future
Ugland House, South Church Street, George Town, adoption of new and amended standards periods arising from the first-time application
Grand Cayman, Cayman Islands. The Companys and interpretations of these new requirements in respect of
primary objective is to undertake various forms presentation, recognition and measurement
of investment primarily in Vietnam, and also in 2.1. Statement of compliance with IFRS are described in notes 2.2.2. An overview of
Cambodia, Laos and Southern China. The Company The consolidated financial statements of the standards, amendments and interpretations to
is listed on the AIM market of the London Stock Group have been prepared in accordance with IFRS issued but not yet effective is given in note
Exchange under the ticker symbol VOF. the International Financial Reporting Standards 2.2.3.
(IFRS) as issued by the International Accounting
The Company does not have a fixed life but the Standards Board (IASB). 2.2.2 Adoptions of revised and amended
Board considers it desirable that Shareholders standards
should have the opportunity to review the future of 2.2 Changes in accounting policies Adoption of Annual Improvements 2009
the Company at appropriate intervals. Accordingly, 2.2.1 Overall considerations The Improvements to IFRS 2009 made several
the Board intends that a special resolution will The Group has adopted the following new minor amendments to IFRS. The only amendment
be proposed every fifth year that the Company interpretations, revisions and amendments to IFRS relevant to the Group relates to IAS 17 Leases. IAS
ceases to continue as presently constituted. If the issued by the International Accounting Standards 17 Leases is effective for periods beginning on or
resolution is not passed, the Company will continue Board, which are relevant to and effective for the after 1 January 2010. Prior to this amendment,
to operate. If the resolution is passed, the Directors Groups consolidated financial statements for the IAS 17 generally required a lease of land to be
will be required to formulate proposals to be put to annual period beginning on 1 July 2010: classified as an operating lease. The amendment
shareholders to reorganise, unitise or reconstruct IFRIC 19 Extinguishing Financial Liabilities now requires that leases of land are classified as
the Company or for the Company to be wound up. with Equity Instruments finance lease or operating lease by applying the
The Board tabled such a special resolution in 2008 Annual Improvements 2009 general principles of IAS 17.
and it was not passed, allowing the Company to IAS 17 Leases
continue as presently constituted. The next special Annual Improvements 2010
resolution on the life of the Company will be held IFRS 3 Business Combinations
on or before 2013. IFRS 7 Financial Instruments: Disclosure
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
44 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
2. Statement of compliance with IFRS and adjusted on the adoption date. Guidance is also each component of other comprehensive
adoption of new and amended standards provided on the subsequent accounting for such income either in the Consolidated Statement
and interpretations (continued) contingent balances. In respect of measurement of Changes in Equity or in the notes to financial
of non-controlling interests (NCI), the choice statements. The Group has presented the
The Group has reassessed the classification of the of measuring NCI either at fair value or at the required reconciliations for each component of
land elements of its unexpired leases as at 1 July proportionate share in the recognised amounts other comprehensive income in the Consolidated
2010 on the basis of information existing at the of an acquirees identifiable assets, is now limited Statement of Changes in Equity.
inception of those leases and has determined that to NCI that are present ownership instruments
none of its leases require reclassification. and entitle their holders to a proportionate IAS 21 The Effects of Changes in Foreign Exchange
share of the acquirees net assets in the event of Rates and IAS 28 Investments in Associates are
Adoption of Annual Improvement 2010 effective for the periods beginning on or after 1 July
The IASB has issued Improvements to IFRS 2010. liquidation. This clarifies that all other components
of NCI shall be measured at their acquisition date 2010. These amend the transition requirements to
Most of these amendments become effective in apply certain consequential amendments arising
annual periods beginning on or after 1 July 2010 fair values, unless another measurement basis
is required by IFRS. The Group has applied IFRS from the IAS 27 (2008) amendments prospectively,
or 1 January 2011. The Group has applied the to be consistent with the related IAS 27 transition
amendments to IFRS 3 Business Combinations, 3 Business Combinations prospectively to all
business combinations from 1 July 2010. requirement. The adoptions have no impact on the
IFRS 7 Financial instruments: Disclosure, IAS 1 consolidated financial statements.
Presentation of Financial Statements, IAS 21 The IFRS 7 Financial instruments: Disclosure
Effects of Changes in Foreign Exchange Rates, and is effective for the periods beginning on 2.2.3 Standards, amendments and interpretations
IAS 28 Investments in Associates to the current or after 1 January 2011. This clarifies the to existing standards that are not yet effective and
consolidated financial statements. disclosure requirement of the standards to have not been adopted early by the Group
remove inconsistencies, duplicative disclosure At the date of authorisation of these financial
IFRS 3 Business Combinations is effective for statements, certain new standards, amendments
the periods beginning on or after 1 July 2010. In requirements and specific disclosures that may
be misleading. The Group has made sufficient and interpretations to existing standards have
respect of transition requirements for contingent been published but are not yet effective, and have
consideration from a business combination that disclosure in compliance with IFRS 7 in the
consolidated financial statements. not been adopted early by the Group.
occurred before the effective date of the revised
IFRS, the improvements clarify that contingent IAS 1 Presentation of Financial Statements is
consideration balances arising from business effective for the periods beginning on or after
combinations that occurred before an entitys date 1 January 2011. This clarifies that entities
of adoption of IFRS 3 (Revised 2008) shall not be may present the required reconciliations for
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 45
Notes to the Consolidated Financial Statements
2. Statement of compliance with IFRS and Further chapters dealing with impairment entities, including subsidiaries, joint arrangements,
adoption of new and amended standards methodology and hedge accounting are still being associates, special purpose vehicles and other off
and interpretations (continued) developed. balance sheet vehicles. This standard is applicable
from 1 July 2013 and management is currently
Management anticipates that all of the Management have yet to assess the impact assessing the impacts of the standard, which will
pronouncements will be adopted in the Groups that this amendment is likely to have on the be limited to disclosure impacts only. There have
accounting policies for the first period beginning consolidated financial statements of the Group. also been consequential amendments to IAS 28:
after the effective date of the pronouncement. However, they do not expect to implement the Investments in Associates as a result of above
Information on new standards, amendments amendments until all chapters of IFRS 9 have new standard. These amendments are applicable
and interpretations that are expected to be been published and they can comprehensively from 1 July 2013.
relevant to the Groups financial statements is assess the impact of all changes.
provided below. Certain other new standards Consequential amendments to IAS 27 and IAS
and interpretations have been issued but are IFRS 10 Consolidated Financial Statements 28 Investments in Associates and Joint Ventures
not expected to have a material impact on the (effective from 1 July 2013) (IAS 28)
Groups financial statements. IFRS 10: Consolidated Financial Statements was IAS 27 now only deals with separate financial
issued by the IASB in May 2011 and replaces both statements. IAS 28 brings investments in joint
IFRS 9 Financial Instruments (effective from 1 the existing IAS 27: Consolidated and Separate ventures into its scope. However, IAS 28s equity
January 2013) Financial Statements and SIC 12: Consolidation- accounting methodology remains unchanged.
The IASB aims to replace IAS 39 Financial Special Purpose Entities. The new standard
Instruments: Recognition and Measurement in revises the definition of control and related IFRS 13 Fair Value Measurements (effective from
its entirety. The replacement standard (IFRS 9) is application guidance so that a single control 1 July 2013)
being issued in phases. The chapters dealing with model can be applied to all entities. This standard IFRS 13: Fair Value Measurements was
recognition, classification, measurement and will apply to the Group from 1 July 2013 and is issued by the IASB in May 2011 and provides
derecognition of financial assets and liabilities not expected to have a material impact on the a precise definition of fair value, as a single
have been issued. These chapters are effective Groups financial statements. source of fair value measurement and prescribes
for annual periods beginning 1 January 2015. disclosure requirements for use across IFRS.
IFRS9 is the first part of Phase1 of this project. IFRS 12 Disclosure of Interests in other Entities The requirements do not extend the use of fair
The main phases are: (effective from 1 July 2013) value accounting, but provide guidance on how
IFRS 12: Disclosure of Interests in other Entities it should be applied where its use is already
Phase 1: Classification and Measurement was issued by the IASB in May 2011 and is a required or permitted by other standards within
Phase 2: Impairment methodology new and comprehensive standard on disclosure IFRS. The standard will apply to the Group from 1
Phase 3: Hedge accounting requirements for all forms on interests in other July 2013 but is not expected to have a material
impact on the Groups financial statements.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
46 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
2. Statement of compliance with IFRS and all the years presented unless otherwise stated. 3.3 Subsidiaries
adoption of new and amended standards Subsidiaries are all entities over which the
and interpretations (continued) The consolidated financial statements have been Group has the power to control the financial and
prepared using the historical cost convention, operating policies so as to obtain benefits from
Amendments to IAS 1 Presentation of Financial as modified by the revaluation of investment their activities. In assessing control, potential
Statements (IAS 1 Amendments) property, leasehold land and certain financial voting rights that presently are exercisable, along
The IAS 1 Amendments require an entity to group assets and financial liabilities, the measurement with contractual arrangements, are taken into
items presented in other comprehensive income bases of which are described in the accounting account. Subsidiaries are fully consolidated from
into those that, in accordance with other IFRSs: policies below. the date on which control is transferred to the
(a) will not be reclassified subsequently to profit Group. They are excluded from consolidation
or loss and (b) will be reclassified subsequently The preparation of consolidated financial
statements in accordance with IFRS requires from the date that the control ceases. The
to profit or loss when specific conditions are met. majority of the Groups subsidiaries have a
It is applicable for annual periods beginning on the use of certain accounting estimates and
assumptions. Although these estimates are reporting date of 30 June. For those subsidiaries
or after 1 July 2012. The Groups management with a different reporting date, the Group
expects this will change the current presentation based on managements best knowledge of
current events and actions, actual results may consolidate management information which is
of items in other comprehensive income; subject to audit for the period to 30 June.
however, it will not affect the measurement of ultimately differ from those estimates. The
recognition of such items. areas involving a higher degree of judgement In addition, acquired subsidiaries are subject to
or complexity, or areas where assumptions and application of the purchase method. This involves
3. Summary of significant accounting policies estimates are significant to the consolidated the revaluation at fair value of all identifiable
financial statements are disclosed in Note 4 to the
3.1 Presentation of consolidated financial assets and liabilities, at the acquisition date,
consolidated financial statements.
statements regardless of whether or not they were recorded
The consolidated financial statements are 3.2 Basis of consolidation in the financial statements of the subsidiary prior
presented in United States Dollars (USD) and The consolidated financial statements of the to acquisition.
all values are rounded to the nearest thousand Group for the year ended 30June 2011 comprise
(000) unless otherwise indicated. the Company and its subsidiaries (together
referred to as the Group) and the Groups
The significant accounting policies that have been interests in associates.
used in the preparation of these consolidated
financial statements are summarised below.
These policies have been consistently applied to
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 47
Notes to the Consolidated Financial Statements
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
48 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
3. Summary of significant accounting Changes in ownership of interests in a subsidiary generally accompanying a shareholding of
policies (continued) that do not result in gaining or losing control between 20% and 50% of voting rights, but
of the subsidiary are accounted for as equity which are neither subsidiaries nor investments
A non-controlling interest represents the transactions whereby the difference between the in joint ventures. In the consolidated financial
portion of the Statement of Income and net consideration paid and the proportionate change statements, investments in associates are initially
assets of a subsidiary attributable to an equity in the parent entitys interest in the carrying recorded at cost and subsequently accounted for
interest that is not owned by the Group. For value of the subsidiarys net assets is recorded using the equity method.
each business combination, the acquirer shall in equity and attributable to the owners. No
measure at the acquisition date components of adjustment is made to the carrying value of Under the equity method, the Groups interest
non-controlling interests in the acquiree that are the subsidiarys net assets as reported in the in an associate is initially carried at cost and the
present ownership interest in the acquiree and consolidated financial statements. carrying amount is increased or decreased to
currently entitle their holders to a proportionate recognise the Groups share of the profit or loss of
share of the entitys net assets in the event of Where the business combination is achieved in the associates after the date of acquisition and any
liquidation either at fair value or at the present stages, the Group shall re-measure its previously changes in the associates other comprehensive
ownership instruments proportionate share held equity interest in the acquiree at its income less any identified impairment loss, unless
in the recognised amounts of the acquirees acquisition-date fair value and recognise the it is classified as held for sale or included in a
identifiable net assets. Non-controlling interest is resulting gain or loss, if any, in profit or loss or disposal group that is classified as held for sale.
based upon the non-controlling interests share other comprehensive income, as appropriate. The Consolidated Statement of Income includes
of post-acquisition fair values of the subsidiarys the Groups share of the post-acquisition, post-
identifiable assets and liabilities. All other In prior reporting periods, the Group may have tax results of the associate entities for the year,
components of non-controlling interests shall be recognised changes in the value of its equity including any impairment loss on goodwill relating
measured at their acquisition-date fair values, interest in the acquiree in other comprehensive to the investments in the associate recognised for
unless another measurement basis is required income. If so, the amount that was recognised in the year.
by other standards. Profit or loss and each other comprehensive income shall be recognised
component of other comprehensive income are on the same basis as would be required if the
attributed to the owners of the parent and to the Group had disposed directly of the previously
non-controlling interests. Total comprehensive held equity interest.
income is attributed to the owners of the parent
and to the non-controlling interests even if this 3.4 Associates
results in the non-controlling interests having a Associates are those entities over which the
deficit balance. Group is able to exert significant influence,
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 49
Notes to the Consolidated Financial Statements
3. Summary of significant accounting liabilities of an associate recognised at the date 3.5 Functional and presentation currency
policies (continued) of acquisition is recognised as goodwill. Gain The Groups consolidated financial statements
on bargain purchase is immediately allocated are presented in United States Dollars (USD)
All subsequent changes to the Groups share to the Consolidated Statement of Income as at (the presentation currency). The financial
of interest in the equity of an associate are the acquisition date. The cost of acquisition is statements of each consolidated entity are initially
recognised in the carrying amount of the measured at the aggregate of the fair values, at prepared in the currency of the primary economic
investment. Changes resulting from the profit the date of exchange, of assets given, liabilities environment in which the entity operates (the
or loss generated by the associate are reported incurred or assumed, and equity instruments functional currency), which for most investments
within Share of profits/(losses) of associates issued by the Group. is Vietnam Dong. The financial statements
in the Consolidated Statement of Income. These prepared using Vietnamese Dong are then
changes include subsequent depreciation, Goodwill is included within the carrying amount
translated into the presentation currency of USD.
amortisation or impairment of the fair value of an investment and is assessed for impairment
USD is used as the presentation currency because
adjustments of assets and liabilities. as part of the investment. After the application
it is the primary basis for the measurement of the
of the equity method, the Group determines
Adjustments to the carrying value of an associate performance of the Group (specifically changes
whether it is necessary to recognise an additional
are necessary for changes in the associates in the Net Asset Value of the Group) and a large
impairment loss on the Groups investments in
other comprehensive income that have not been proportion of significant transactions of the Group
its associates. At each reporting date, the Group
recognised in their Consolidated Statement of are denominated in USD.
determines whether there is any objective
Income, primarily those arising on the revaluation evidence that an investment in an associate is
of plant, property and equipment. The Groups
3.6 Foreign currency translation
impaired. If such indications are identified, the In the separate financial statements of the
share of this change is recognised directly in the
Group calculates the amount of impairment as consolidated entities, transactions arising in
Statement of Comprehensive Income.
being the difference between the recoverable currencies other than the functional currency of
When the Groups share of losses in an associate amount of the associate and its respective the individual entity are translated at exchange
equals or exceeds its interest in the associate, the carrying amount. rates in effect on the transaction dates. Monetary
Group does not recognise further losses, unless assets and liabilities denominated in currencies
Unrealised gains on transactions between the
it has legal or constructive obligations, or made other than the functional currency of the
payments, on behalf of the associate. Group and its associates are eliminated to the
individual entity are translated at the exchange
extent of the Groups interest in an associate.
rates in effect at the reporting date. Translation
Any excess of the cost of acquisition over Unrealised losses are also eliminated unless the
gains and losses and expenses relating to foreign
the Groups share of the net fair value of the transaction provides evidence of an impairment
exchange transactions are recorded in the
identifiable assets, liabilities and contingent of the asset transferred.
Consolidated Statement of Income.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
50 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
3. Summary of significant accounting reliably, and when the criteria for each of the production or construction of such assets.
policies (continued) Groups activity has been met.
Operating lease payments
Non-monetary items measured at historical cost Sale of goods Payments made under operating leases are
are translated using the exchange rates at the Revenue from sale of goods is recognised in recognised in the Consolidated Statement of
date of the transaction. Non-monetary items the Consolidated Statement of Income when Income on a straight-line basis over the term of
measured at fair value are translated using the the significant risks and rewards of ownership the lease. Lease incentives received are recognised
exchange rates at the date when fair value was of goods have passed to the buyer. Revenue in the Consolidated Statement of Income as an
determined. is measured by reference to the fair value of integral part of the total lease expense.
consideration received or receivable by the
In the Groups consolidated financial statements Group for goods supplied, excluding sales taxes, 3.9 Goodwill
all separate financial statements of subsidiaries, if rebates, and trade discounts. Goodwill represents the excess of the cost of
originally presented in a currency different from acquisition of subsidiary companies and associates
the Groups presentation currency, are converted Interest income over the Groups share of the fair value of their
into USD. Assets and liabilities are translated into Interest income is recognised on the effective identifiable net assets at the date of acquisition.
USD at the closing rate of the reporting date. interest rate basis.
Income and expenses are converted into the Goodwill is recognised at cost less any
Dividend income accumulated impairment losses. The carrying
Groups presentation currency at the average rates
Dividend income, other than those from value of goodwill is subject to an annual
over the reporting period where these rates are
investments in associates, is recorded when impairment review and whenever events or
approximate the exchange rates at the dates of the
the Groups right to receive the dividend is changes in circumstances indicate that it may
transactions or at the exchange rates at the dates
established. not be recoverable. An impairment charge will
of the transactions where such rates fluctuate
be recognised in the Consolidated Statement
significantly. Any differences arising from this 3.8 Expense recognition of Income when the results of such a review
translation are charged to the currency translation Borrowing costs indicate that the carrying value of goodwill is
reserve in other comprehensive income. Borrowing costs, comprising interest and related impaired (see accounting policy 3.15).
3.7 Revenue recognition costs, are recognised as an expense in the
period in which they are incurred, except for Gains and losses on disposal of an entity include
Revenue comprises revenue from the sale of the carrying amount of goodwill relating to the
goods of the Groups subsidiary. Revenue is borrowing costs relating to qualifying assets that
need a substantial period of time to get ready entity disposed of.
recognised when the amount of revenue can
be measured reliably, collection is probable, the for their intended use or sale to the extent that
costs incurred or to be incurred can be measured they are directly attributable to the acquisition,
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 51
Notes to the Consolidated Financial Statements
3. Summary of significant accounting experience in the location and category being Leases
policies (continued) valued undertake a valuation of every property. Leases under the terms of which the Group
The fair value is estimated by the independent assumes substantially all the risks and rewards of
3.10 Investment properties valuation companies assuming there is an ownership are classified as finance leases.
Investment properties are properties owned agreement between a willing buyer and a willing
or held under finance leases to earn rentals or seller in an arms length transaction after proper Leases which do not transfer substantially
capital appreciation, or both, or land held for marketing; wherein the parties have each all the risks and rewards of ownership to the
a currently undetermined use. Property held acted knowledgeably, prudently and without Group are classified as operating leases, unless
under operating leases (including leasehold land) compulsion. The valuations by the independent they are treated as investment properties (see
that would otherwise meet the definition of valuation companies are prepared based upon accounting policy 3.10). Where the Group has the
investment property is classified as investment direct comparison with sales of other similar use of an asset held under an operating lease,
property on a property by property basis. If a payments made under the lease are charged
properties in the area and the expected future
leased property does not meet this definition it is to the Consolidated Statement of Income on a
discounted cash flows of a property using a
recorded as an operating lease. straight line basis over the term of the lease.
yield that reflects the risks inherent therein.
The estimated fair values provided by the Prepayments for operating leases represent
Property under construction or development for
independent valuation companies are used by property held under operating leases where a
future use as investment property is treated as
the Valuation Committee as the primary basis for portion, or all, of the lease payments have been
investment property and is measured at fair value
estimating each propertys fair value. In addition paid in advance, and the properties cannot be
where the fair value of the investment property
to the reports of the independent valuation classified as an investment property.
under construction or development for future
use can be reliably determined. companies the Valuation Committee considers 3.11 Financial assets
information from other sources, including Financial assets are divided into the following
Investment properties are stated at fair value. At those sources referred to in Note 4, before categories: loans and receivables, financial assets
the end of each quarter of the financial year, the recommending each propertys estimated fair at fair value through profit or loss, and available
fair values of a selection of investment properties value to the Board for approval. Discount rates for sale financial assets.
are assessed by the Valuation Committee such from 13% to 20% are considered appropriate for
that the fair values of all investment properties properties in different locations. Gains and losses
are assessed at least once each financial year. from changes in fair value are recognised in the
At the date of assessment, two independent Consolidated Statement of Income.
valuation companies with appropriately
recognised professional qualifications and recent
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
52 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
3. Summary of significant accounting Financial assets at fair value through profit or Loans and receivables
policies (continued) loss All loans and receivables, except trustee loans
Financial assets at fair value through profit or loss classified as financial assets at fair value through
Management determines the classification of its include financial assets that are either classified profit or loss, are non-derivative financial assets
financial assets at initial recognition depending as held for trading or are designated by the entity with fixed or determinable payments that are
on the purpose for which the financial assets to be carried at fair value through profit or loss not quoted in an active market. After initial
were acquired. Where allowed and appropriate upon initial recognition. Other financial assets at recognition these are measured at amortised cost
management reclassifies its financial assets at fair value through profit or loss held by the Group using the effective interest method, less provision
each reporting date. The designation of financial include listed and unlisted securities, bonds and for impairment. Any change in their value is
assets is based on the investment strategy set trustee loans. recognised in the Consolidated Statement of
out in the Groups Admission Document to the Income.
Alternative Investment Market of the London Purchase or sale of financial assets is recognised
Stock Exchange dated 24 September 2003. using trade date accounting. The trade date is the Discounting, however, is omitted where the effect
date that an entity commits itself to purchase or of discounting is immaterial. The Groups cash and
All financial assets are recognised when, and sell an asset. cash equivalents, trade and most other receivables
only when, the Group becomes a party to the fall into this category of financial instruments.
contractual provisions of the instrument. Financial assets at fair value through profit or loss
include trustee loans to banks and other parties Significant receivables are considered for
De-recognition of financial assets occurs where the Group receives interest and other impairment when they are overdue or when
when the rights to receive cash flows from income on the loans calculated based on the other objective evidence is received that a
the investments expires or are transferred proceeds from the sales of specific assets held specific counterparty will default. Receivables
and substantially all of the risks and rewards by the counterparties. Fair value is determined that are not considered to be individually
of ownership have been transferred. At each
based on the expected future discounted cash impaired are reviewed for impairment in groups,
reporting date, financial assets are reviewed
flows from each loan. which are determined by reference to the
to assess whether there is objective evidence
industry and other available features of shared
of impairment. If any such evidence exists, any Net changes in fair value of financial assets at credit risk characteristics. The percentage of the
impairment loss is determined and recognised fair value through profit or loss includes net write-down is then based on recent historical
based on the classification of the financial assets. unrealised gains in fair value of financial assets counterparty default rates for each identified
and net gains from realisation of financial assets group. Impairment of trade and other receivables
The Groups financial assets consist primarily of
during the year. are presented within other expenses.
listed and unlisted equities, bonds, loans and
receivables, available-for-sale and prepayments
for acquisitions of investments.
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VOF Annual Report 2011 53
Notes to the Consolidated Financial Statements
3. Summary of significant accounting an equity instrument classified as available-for- Trade payables are recognised initially at their fair
policies (continued) sale shall not be reversed through profit or loss. value and subsequently measured at amortised
Interest calculated using the effective interest cost, using the effective interest rate method.
Available-for-sale financial assets method and dividends are recognised in profit or
Available-for-sale financial assets are non- loss within finance income. Borrowings are raised for support of long-term
derivative financial assets that are either funding of the Groups investments and are
designed as available for sale or are not classified 3.12 Prepayments for acquisitions of recognised at fair value plus direct transaction
as (a) loans and receivables, (b) held-to-maturity investments costs on initial recognition and thereafter at
investments or (c) financial assets at fair value These represent prepayments made by the amortised cost under the effective interest rate
through profit or loss. The Groups available-for- Group to investment/property vendors for method.
sale financial assets are investments in private land compensation and other related costs,
entities. and professional fees directly attributed to A financial liability is derecognised when the
the projects, where the final transfer of the obligation under the liability is discharged or
After initial recognition, available-for-sale financial cancelled or expires.
investment/property is pending the approval
assets are measured at fair values. Gains and
of the relevant authorities and/or is subject to 3.14 Inventories
losses are recognised in other comprehensive
either the Group or the vendor completing certain Inventories are stated at the lower of cost and
income and reported within the available-for-sale
performance conditions set out in agreements. net realisable value. Cost includes all expenses
reserve within equity, except for impairment losses
Such prepayments are measured initially at directly attributable to the manufacturing process
and foreign exchange differences on monetary
cost until such time as the approval is obtained as well as suitable portions of related production
assets, which are recognised in profit or loss. If the
or conditions are met, at which point they are overheads, based on normal operating capacity.
investments do not have a quoted market price
transferred to appropriate investment accounts. Financing costs are not taken into consideration.
in an active market and whose fair value cannot
be reliably measured, such investments shall be 3.13 Financial liabilities Costs of ordinarily interchangeable items are
measured at cost, less provision for impairment. The Groups financial liabilities include trade and assigned using the first in, first out cost formula.
When the asset is disposed of or is determined to other payables, borrowings and other liabilities.
be impaired the cumulative gain or loss recognised Net realisable value is the estimated selling
in other comprehensive income is reclassified Financial liabilities are recognised when the price in the ordinary course of business less any
from the equity reserve to profit or loss and Group becomes a party to the contractual applicable selling expenses.
presented as a reclassification adjustment within agreements of the instrument. All interest related
other comprehensive income. Impairment losses charges are recognised as an expense in finance
recognised in profit and loss for an investment in costs in the Consolidated Statement of Income.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
54 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
3. Summary of significant accounting amount under the Groups accounting policy, Deferred income taxes are calculated using the
policies (continued) in which case the impairment loss is treated as liability method on temporary differences. This
a revaluation decrease, but only to the extent involves the comparison of the carrying amounts
3.15 Impairment of assets of the revaluation surplus for that same asset of assets and liabilities in the consolidated
The Groups goodwill, available-for-sale financial according to that policy. The recoverable amount financial statements with their respective tax
assets, trade and other receivables, prepayments is the higher of fair value, reflecting market bases. In addition, tax losses available to be
for acquisitions of investments, investment conditions less costs to sell, and value in use. carried forward as well as other income tax
properties, and interests in associates are subject In assessing value in use, the estimated future credits to the Group are assessed for recognition
to impairment testing. cash flows are discounted to their present value as deferred tax assets.
For the purpose of assessing impairment, assets using a pre-tax discount rate at the financial
assets original effective interest rate that reflects However, deferred tax is not provided on the
are grouped at the lowest levels for which there initial recognition of goodwill, or on the initial
are separately identifiable cash flows (cash- current market assessments of the time value of
money and the risks specific to the assets. recognition of an asset or liability unless the
generating units). As a result, some assets are related transaction is business combination or
tested individually for impairment and some are 3.16 Taxation affects tax or accounting profit. Deferred tax on
tested at a cash-generating unit level. Goodwill Income tax temporary differences associated with shares
in particular is allocated to those cash-generating Current income tax assets and/or liabilities in subsidiaries and associates is not provided if
units that are expected to benefit from synergies comprise those obligations to, or claims from, reversal of these temporary differences can be
of the related business combination and fiscal authorities relating to the current or prior controlled by the Group and it is probable that
represent the lowest level within the Group at reporting periods that are unpaid at the reporting reversal will not occur in the foreseeable future.
which management controls the related cash date. They are calculated according to the tax
flows. rates and tax laws applicable to the fiscal periods Deferred tax liabilities are always provided for
to which they relate based on the taxable profit in full. Deferred tax assets are recognised to the
Goodwill and intangible assets with an indefinite extent that it is probable that they will be able to
for the year. Current tax and deferred tax shall be
life are tested for impairment annually, while be offset against future taxable income. However,
charged or credited directly to equity if the tax
other assets are tested when there is an indicator the deferred income tax is not accounted for if
relates to items that are credited or charged, in
of impairment. it arises from initial recognition of an asset or
the same or a different period, directly to equity
An impairment loss is recognised as an expense and if the tax relates to items recognised in other liability is a transaction other than a business
immediately for the amount by which the assets comprehensive income, it is recognised in other combination that at the time of the transaction
carrying amount exceeds its recoverable amount comprehensive income. affects neither accounting profit or less, nor
unless the relevant asset is carried at a revalued taxable profit or less.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 55
Notes to the Consolidated Financial Statements
3. Summary of significant accounting 3.17 Cash and cash equivalents deferred tax assets, continue to be measured in
policies (continued) Cash and cash equivalents include cash in banks accordance with the Groups accounting policy
and on hand as well as short term highly liquid for those assets. No assets classified as held for
Deferred tax assets and liabilities are calculated, investments such as money market instruments sale are subject to depreciation or amortisation,
without discounting, at tax rates that are and bank deposits with original maturity terms of subsequent to their classification as held for sale.
expected to apply to their respective period not more than three months.
of realisation, provided they are enacted or 3.19 Equity
substantively enacted at the reporting date. 3.18 Non-current assets and liabilities Share capital is determined using the nominal
Most changes in deferred tax assets or liabilities classified as held for sale value of shares that have been issued. Additional
are recognised as a component of tax expense When the Group intends to sell a non-current paid-in capital includes any premiums received
in the Consolidated Statement of Income. Only asset or a group of assets (a disposal group), on the initial issuance of the share capital. Any
changes in deferred tax assets or liabilities that and if the carrying amount will principally be transaction costs associated with the issuing
relate to a change in value of assets or liabilities recovered through sale, they are available for of shares are deducted from additional paid-in
capital, net of any related income tax benefits.
that is charged directly to other comprehensive immediate sale in their present condition subject
income are charged or credited directly to other only to terms that are usual and customary for Revaluation reserve represents the surplus arising
comprehensive income. sale of such assets and sale is highly probable at on the revaluation of the Group associates
the reporting date, the assets are classified as property, plant and equipment.
Current tax and deferred tax that relates to items held for sale and presented separately in the
recognised in other comprehensive income is Consolidated Statement of Financial Position in Currency translation differences on net
recognised in other comprehensive income, and accordance to IFRS 5 Non-current assets held for investments in foreign operations are included in
current tax and deferred tax that relates to items sale and discontinued operations. the translation reserve.
recognised directly in equity is recognised directly
in equity. Liabilities are classified as held for sale and Retained earnings include all current and prior
presented as such in the Consolidated Statement period results of operations as disclosed in the
Withholding taxes imposed on investment of Financial Position if they are directly associated Consolidated Statement of Changes in Equity.
income with a disposal group.
The Group currently incurs withholding taxes Changes in ownership interests in a subsidiary that
imposed by local jurisdictions on investment Assets classified as held for sale are measured at do not result in gaining or losing control of the
income. Such income is recorded gross of the lower of their carrying amounts immediately subsidiary are accounted for as equity transactions
withholding taxes in the Consolidated Statement prior to their classification as held for sale and and are recorded in other reserve in Equity.
of Income. their fair values less costs to sell. However, some
held for sale assets such as financial assets or
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
56 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
3. Summary of significant accounting The Group does not recognise a contingent with the Group; has an interest in the Group
policies (continued) liability but discloses its existence in the that gives it significant influence over the
financial statements. A contingent liability Group; or has joint control over the Group;
3.20 Provisions, contingent liabilities and is a possible obligation that arises from past 2. a party is a jointly-controlled entity;
contingent assets events whose existence will be confirmed by 3. a party is an associate;
Provisions are recognised when present uncertain future events beyond the control of 4. a party is a member of the key management
obligations are likely to lead to an outflow of the Group or a present obligation that is not personnel of the Group; or
economic resources from the Group that can be recognised because it is not probable that an 5. a party is a close family member of the
reliably estimated. A present obligation arises outflow of resources will be required to settle above categories.
from the presence of a legal or constructive the obligation. A contingent liability also arises
obligation that has resulted from past events. in the rare circumstance where there is a liability 3.22 Segment analysis
Provisions are not recognised for future that cannot be recognised because it cannot be An operating segment is a component of the
operating losses. measured reliably. Group:
Provisions are measured at the estimated A contingent asset is a possible asset that 1. that engages in investment activities from
expenditure required to settle the present arises from past events, thats existence will be which it may earn revenues and incur
obligation, based on the most reliable evidence confirmed by uncertain future events beyond expenses;
available at the reporting date, including the risks the control of the Group. The Group does not 2. whose operating results are based on
and uncertainties associated with the present recognise contingent assets but discloses their internal management reporting information
obligation and there is uncertainty about the existence when inflows of economic benefits are that is regularly reviewed by the Investment
timing or amount of the future expenditure probable, but not certain. Manager to make decisions about resources
require in settlement. Where there are a to be allocated to the segment and assess
number of similar obligations, the likelihood 3.21 Related parties
its performance; and
that an outflow will be required in settlement Parties are considered to be related if one
3. for which discrete financial information is
is determined by considering the class of party has the ability to control the other party
available.
obligations as a whole. Long-term provisions or exercise significant influence over the
are discounted to their present values, where the other party in making financial or operational
time value of money is material. decisions. Parties are considered to be related to
the Group if:
All provisions are reviewed at each reporting date
and adjusted to reflect the current best estimate 1. directly or indirectly, a party controls, is
of the Groups management. controlled by, or is under common control
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 57
Notes to the Consolidated Financial Statements
3. Summary of significant accounting results may differ from the judgements, The estimated fair values provided by the
policies (continued) estimates and assumptions made by the independent valuation companies are used by
Companys management, and may not equal the the Valuation Committee as the primary basis
3.23 Earnings per share and net asset value estimated results. Information about significant for estimating each propertys fair value for
per share judgements, estimates and assumptions that recommendation to the Board. In making its
The Group presents basic earnings per share have the most significant effect on recognition judgement, the Valuation Committee considers
(EPS) for its ordinary shares. Basic EPS and measurement of assets, liabilities, income information from a variety of sources, including:
is calculated by dividing the profit or loss and expenses are discussed below.
attributable to the ordinary shareholders by the (i) current prices in an active market for
weighted average number of ordinary shares Fair value of available for sale financial assets properties of different nature, condition
outstanding during the year. The fair value of investments in private equities or location (or subject to different lease or
is determined by using valuation techniques. The other contracts), adjusted to reflect those
Diluted earnings per share is calculated by Group uses its judgement to select a variety of differences;
adjusting the weighted average number of methods and make assumptions that are mainly (ii) recent prices of similar properties in less
ordinary shares outstanding to assume conversion based on market conditions existing at each active markets, with adjustments to reflect
of all dilutive potential ordinary shares. reporting date. The outcomes may vary from the any changes in economic conditions since
actual prices that would be achieved in an arms the date of the transactions that occurred at
Net asset value (NAV) per share is calculated those prices;
by dividing the net asset value attributable to length transaction at the reporting date.
(iii) recent developments and changes in laws
ordinary shareholders of the Company by the Fair value of investment properties and regulations that might affect zoning
number of outstanding ordinary shares as at the The investment properties of the Group and its and/or the Groups ability to exercise its
reporting date. NAV is determined as total assets undertakings and its associates are stated at rights in respect to properties and therefore
less total liabilities and non-controlling interests. fair value in accordance with accounting policy fully realise the estimated values of such
4. Critical accounting estimates and 3.10. The fair values of investment properties, properties; and
judgements leasehold land and buildings are based on
valuations by independent professional valuers
When preparing the consolidated financial including: CB Richard Ellis, Savills, Jones Lang
statements, management undertakes a number LaSalle, Colliers, Sallmanns and HVS. These
of judgements, estimates and assumptions valuations are based on certain assumptions,
about recognition and measurement of assets, which are subject to uncertainty and might
liabilities, income and expenses. The actual materially differ from the actual results.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
58 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
4. Critical accounting estimates and firms to evaluate and adjust valuations. The management uses estimates about future
judgements (continued) outcomes may vary from the actual prices that cash flows and discount rates or independent
would be achieved in an arms length transaction valuation for investment properties and property,
(iv) discounted cash flow projections based at the reporting date (see Note 29). plant and equipment.
on reliable estimates of future cash
flows, derived from the terms of external Impairment 5. Segment analysis
evidence such as current market rents and Other assets
sales prices for similar properties in the The Groups goodwill, prepayments for acquisitions In identifying its operating segments,
same location and condition, and using of investments, other assets and interests in management generally follows the Groups
discount rates that reflect current market associates are subject to impairment testing in sectors of investment which are based on
assessments of the uncertainty in the accordance with the accounting policy 3.15. internal management reporting information
amount and timing of the cash flows. for the Investment Managers management,
Trade and other receivables monitoring of investments and decision making.
Fair value of financial assets at fair value The Groups management determines the The operating segment by investment portfolio
through profit or loss provision for impairment of trade and other include capital markets, real estate (real estate
Listed securities are quoted at the bid price at receivables on a regular basis. This estimate is and hospitality), private equity and cash
each reporting date. For unlisted securities which based on the credit history of its customers and (including cash and cash equivalents, corporate
are traded in an active market, the fair value is prevailing market conditions. bonds, and short-term deposits) sectors.
the average quoted bid price obtained from a
Impairment of available-for-sale financial assets Each of the operating segments are managed
minimum sample of three reputable securities
Whenever there is an indication of impairment of and monitored individually by the Investment
companies at the reporting date.
an available-for-sale financial asset, the Valuation Manager as each requires different resources
The fair value of financial assets that are not Committee and Groups management will assess and approaches. The Investment Manager
traded in an active market (for example, unlisted the need for an impairment adjustment. The assesses segment profit or loss using a measure
securities where market prices are not readily estimation of impairment adjustments is based of operating profit or loss from the investment
available) is determined by using valuation on the same principles used to adjust the periodic assets. Although IFRS 8 requires measurement of
techniques. The Group uses its judgement independent valuations as mentioned above. segmental profit or loss the majority of expenses
to select a variety of methods and make Business combinations are common to all segments therefore cannot
assumptions that are mainly based on market On initial recognition, the assets and liabilities be individually allocated. There have been no
conditions existing at each reporting date. of the acquired business are included in the changes from prior periods in the measurement
Independent valuations are also obtained from Consolidated Statement of Financial Position methods used to determine reported segment
appropriately qualified independent valuation at their fair values. In measuring fair value profit or loss.
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VOF Annual Report 2011 59
Notes to the Consolidated Financial Statements
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60 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
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Notes to the Consolidated Financial Statements
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62 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 63
Notes to the Consolidated Financial Statements
Revenues and investment income includesrevenue from operations, financial income and net gain or loss on fair value adjustments of investment properties
and financial assets at fair value through profit or loss, have been identified based on the location of operations and/or investments. Non-current assets are
allocated based on their physical locations.
The Group does not rely on major customer therefore information about major customers are excluded from this disclosure.
6. Subsidiaries
Additional acquisition of 25% equity interest of American Home Limited
At 30 June 2010 the Group held 75% interest in American Home Limited, a subsidiary incorporated in Vietnam. The principal activity of this company is to
manufacture and sell building materials. In December 2010, the Group acquired a further 25% equity interest for USD0.6 million which brings the Groups
total equity interest in the project to 100% at the reporting date. The difference of USD0.4 million between the percentage change in non-controlling interests
and the consideration paid has been recognised directly in equity.
Disposal of 50% equity interest in VOF PE Holding 1 Limited
During the year, the Group disposed its 50% interest in VOF PE Holding 1 Limited, a subsidiary incorporated in BVI for the consideration of USD1.22 million. The
fair value of the net assets at the disposal date was USD0.42 million. The resulting gain has been recorded in the Consolidated Statement of Income (Note 21).
Disposal of Vanguard Era Investment Ltd.
During the year, the Group disposed its 50% interest in Vanguard Era Investment Ltd., a subsidiary incorporated in BVI for the consideration of USD8.5 million. The
fair value of the net assets at the disposal date was USD4.23 million.The resulting gain has been recorded in the Consolidated Statement of Income (Note 21).
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
64 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
6. Subsidiaries
The details of the Groups subsidiaries as of 30 June 2011 are shown below:
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VOF Annual Report 2011 65
Notes to the Consolidated Financial Statements
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66 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 67
Notes to the Consolidated Financial Statements
(1) At the reporting date, the Group effectively has a 50% equity interest in SEM Thong Nhat Hotel Metropole (via the 100% interest in Indotel Limited Note 6). The Group does not have any control or joint control of this entity due to its limited
representation on the board. The Group though has significant influence since it has the power to participate in the financial and operating policies of the entity, and are therefore this investment is treated as an associate.
(2) The Group holds 18%, 17.5% and 15.5% interest, respectively in Vina Dai Phuoc Corporation, Phu Hoi City Company Limited (Licogi 16 project), and Vina Alliance Limited (Vinataba project), respectively. These entities are subsidiaries of
VinaLand Limited, however the Group has significant influence since it has the power to participate in the financial and operating policies of the entities, and are therefore treated as associates in the Group consolidated financial statements.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
68 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
10. Available for sale financial assets 11. Trade and other receivables
30 June 2011 30 June 2010 30 June 2011 30 June 2010
USD000 USD000 USD000 USD000
Yen Viet Joint Stock Company 7,112 - Trade receivables 969 2,034
Indochina Industries Food Pte. Ltd. 13,100 13,100 Receivable from matured bonds 3,480 3,808
House & Urban Development Financial Investment Co Interests receivables from related parties 728 1,351
(Note 9) 2,895 - Dividend receivables 1,583 -
Thang Loi Land Joint Stock Company 2,889 2,889 Receivable from disposal of investment property 1,958 -
AA Corporation 526 526 Short-term loan receivable from third parties 2,985 -
26,522 16,515 Other current assets 1,236 936
Impairment losses (9,599) (9,599) 12,939 8,129
16,923 6,916 Allowance (4,225) (2,084)
8,714 6,045
Investment in Yen Viet Joint Stock Company
In April 2011, the Group acquired a 20% interest in Yen Viet Joint Stock
As all trade and other receivables are short-term in nature, their carrying
Company USD7.1 million. The Group does not have significant influence or
values are considered reasonable approximation of their fair values at the
control over the entity since it has no power to participate in or control over
reporting date.
the financial and operating policies of the entity and therefore treated the
investment as available for sale financial assets.
In 2009, the Group recognised impairment losses of USD9.4 million and
USD0.2 million with respect to its investments in Indochina Industries
Food Pte. Ltd. and AA Corporation, respectively. No further indications of
impairment were noted after that.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 69
Notes to the Consolidated Financial Statements
12. Financial assets at fair value through profit or loss 13. Categories of financial assets and liabilities
30 June 2011 30 June 2010 The carrying amounts presented in the consolidated statement of financial
USD000 USD000 position relate to the following categories of assets and liabilities:
Financial assets at fair value through profit or loss:
Note 30 June 2011 30 June 2010
Financial assets in Vietnam:
USD000 USD000
Ordinary shares listed 241,521 298,675
Financial assets
Ordinary shares unlisted 93,428 115,422
Financial assets held for trading (carried at fair
Corporate bonds (*)
11,381 5,876 value through profit or loss):
Financial assets in countries other than Vietnam: Ordinary shares listed and unlisted 12 372,401 449,650
Ordinary shares listed (**) 37,452 35,553 Corporate bonds 12 11,381 5,876
Total financial assets at fair value through profit or loss 383,782 455,526
383,782 455,526
(*) Corporate bonds carry fixed interest rates ranging from 8.0% to 15% and will mature in 2012.
Available for sale financial assets (carried at fair
value through other comprehensive income) 10 16,923 6,916
(**) During the year, the Group purchased an additional6,218,269 ordinary shares of VinaLand Limited, bringing the
total number ordinary shares held by the Group to 36,216,326 ordinary shares, which represents a 7.24% interests Financial assets carried at amortised costs:
in VinaLand Limited.
Trade and other receivables 11,26 73,497 65,327
Cash and cash equivalents 14 62,968 50,033
The financial assets are denominated in the following currencies: 136,465 115,360
537,170 577,802
30 June 2011 30 June 2010
Financial liabilities
USD000 USD000 Financial liabilities measured at amortised cost:
Vietnam Dong 346,330 419,973 Non-current:
Other currencies 37,452 35,553 Other long term liabilities 55 -
383,782 455,526 Current:
Trade and other payables 18,26 12,541 9,791
The carrying amounts disclosed above are the Groups maximum possible 12,596 9,791
credit risk exposure in relation to these instruments. See Note 28 for further
information on the Groups exposure to financial risk. The fair values of financial assets and liabilities are presented in the related
notes. The Groups risk management objectives and policies for financial
instruments are set out in Note 28.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
70 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
14. Cash and cash equivalents 15. Assets and liabilities classified as held for sale
30 June 2011 30 June 2010 The summary of the assets/(liabilities) held for sale at the reporting date:
USD000 USD000
Cash on hand 106 18 Assets Liabilities Net assets Attributable to
classified classified classified Non- Equity
Cash in banks 42,706 25,405
as held for as held for as held for controlling shareholders
Cash equivalents 20,156 24,610 sale sale sale interests of the parent
62,968 50,033
USD000 USD000 USD000 USD000 USD000
Cash equivalents represent short-term deposits with annual interest rates Hoan My
of 0.5% and 14.0% for USD and VND accounts, respectively. These deposits Medical
Corporation
have maturity terms from one to two months from the reporting date. JSC 12,104 - 12,104 - 12,104
The cash and cash equivalents are denominated in the following currencies: Saigon Water
Park Co Ltd 245 - 245 - 245
12,349 - 12,349 - 12,349
30 June 2011 30 June 2010
USD000 USD000
Vietnam Dong 26,620 24,650
There were no assets and liabilities classified as held for sale at 30 June 2010.
United States Dollar 34,204 25,383
Other currencies 2,144 -
62,968 50,033
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 71
Notes to the Consolidated Financial Statements
15. Assets and liabilities classified as held for sale (continued) 17. Revaluation reserve
Hoan My Medical Corporation JSC Year ended Year ended
As at 30 June 2011, the Group has intention to dispose of its 28.8% interest 30 June 2011 30 June 2010
in Hoan My Medical Corporation JSC and this is supported by an agreement USD000 USD000
signed in August 2011. The ownership of the equity interest will be passed to Opening balance 21,193 25,958
the Purchaser when all the terms in the agreement are met which is after the Share of associates changes in revaluation reserves (2,362)
(Note 9) 6,320
date of approval of the consolidated financial statements. Consequently, the
Less: disposal of an associate - (2,403)
carrying value of the investment was classified as assets held for sale at the
Closing balance 27,513 21,193
reporting date.
Saigon Water Park Co Ltd 18. Trade and other payables
In June 2011, the Group entered into an agreement to dispose its 100%
interest in Saigon Water Park Co. Ltd., however, control of the entity will not 30 June 2011 30 June 2010
be passed to the Purchaser when all the terms in the agreement are met USD000 USD000
which is after the date of approval of the consolidated financial statements. Trade payables 1,702 1,205
Consequently, the assets and liabilities of Saigon Water Park Co. Ltd. were Deposits received for conditional sale of assets post
reporting date - 760
classified as held for sale assets/liabilities at the reporting date.
Tax payable 769 -
16. Share capital Unearned revenues 367 -
Other accrued liabilities - 728
30 June 2011 30 June 2010 Other payables 1,094 1,396
Number of USD000 Number of USD000 3,932 4,089
shares shares
Authorised:
Ordinary shares of USD0.01
As all trade and other payables are short-term in nature, their carrying values
each 500,000,000 5,000 500,000,000 5,000 are considered reasonable approximation of their fair values.
Issued and fully paid:
Opening balance 324,610,259 3,246 324,610,259 3,246
Closing balance 324,610,259 3,246 324,610,259 3,246
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
72 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
19. Net changes in fair value of financial assets at fair value through 21. Other income
profit or loss
Year ended
Year ended 30 June 2011 30 June 2010
30 June 2011 30 June 2010 USD000 USD000
USD000 USD000 Gains on disposal of investments in: 5,876 1,035
Unrealised gains/ (losses) in fair value of financial Associates (Note 6) 5,092 1,035
assets (74,691) 61,064 Investments properties (Note 7) 356 -
Unrealised gains in fair value of financial assets 17,503 88,777 Prepayments for acquisitions of investments (Note 8) 428 -
Unrealised losses in fair value of financial assets (92,194) (27,713) Consulting income 443 -
Realised gains/ (losses) in fair value of financial Other income 627 1,598
assets 22,171 35,831 6,946 2,633
Realised gains in fair value of financial assets 26,385 38,785
Realised losses in fair value of financial assets (4,214) (2,954) 22. Finance income and expenses
(52,520) 96,895
Year ended
During the year, the net unrealised gains/(losses) in fair value of financial 30 June 2011 30 June 2010
USD000 USD000
assets at fair value through profit or loss of USD74.7 million is consistent
Interest income 4,142 3,825
with the fair value movement of the Vietnam market through respective
From cash and term deposits 1,704 976
reductions in the VN-Index and the HN-Index from 507.66 points and 160.78
From corporate bonds 938 216
points as at 30 June 2010 to 439.7 points and 76.27 points as at 30 June 2011.
From loans to associates 1,298 2,433
20. Selling, general and administration expenses From others 202 200
Dividend income 16,725 9,938
Year ended Realised gains from foreign currency exchange
30 June 2011 30 June 2010 differences 594 712
USD000 USD000 Finance income 21,461 14,475
Management fees (Note 26) 14,488 15,372 Realised losses on foreign currency exchange differences (3,055) (2,151)
Professional fees 2,714 2,433 Interest expenses (460) (265)
General administration and selling expenses (*) 1,338 1,549 Unrealised losses from foreign currency exchange
Other expenses 1,615 2,020 differences (656) (252)
20,155 21,374 Finance expenses (4,171) (2,668)
(*) The majority of these expenses relate to operating expenses incurred by the subsidiaries of the Group.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 73
Notes to the Consolidated Financial Statements
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
74 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
25. Directors and Managements remuneration 26. Related party transactions and balances
The aggregate director fee amounted to USD195,000 (year ended 30 June Management fees
2010: USD193,000), of which there was no outstanding payable at the During the first half of the current fiscal year, the Group was managed
reporting date (30 June 2010: nil). by VinaCapital Investment Management Limited (the BVI Investment
Manager), a company incorporated in the British Virgin Islands (BVI), under
The details remuneration for each director are summarised below:
a management agreement dated 24 September 2003 (the Management
Agreement). From 1 January 2011, the Group was managed by VinaCapital
Year ended
Investment Management Limited (the CI Investment Manager), a 100%
30 June 2011 30 June 2010
owned subsidiary company of the BVI Investment Manager incorporated and
USD000 USD000
registered as a licenced fund manager in the Cayman Islands (CI), under
Short-term benefits
the novation agreement between the BVI Investment Manager and the CI
William Vanderfelt 75 75
Investment Manager. The Investment Managers receive a fee based on the
Martin Glynn 60 60
net asset value of the Group, payable monthly in arrears, at an annual rate of
Michael Gray 60 58
2% (30 June 2010: 2%).
195 193
Total management fees for the year amounted to USD14,487,873 (30 June
At the EGM on 17 June 2009, the shareholders approved a resolution to 2010: USD15,372,000), of which USD5,745,000(30 June 2010: USD2,242,000)
increase Directors remuneration to a maximum amount of USD300,000 per were outstanding at the reporting date.
year, subject to the condition that any fees paid in excess of USD60,000 for
Performance fees
services rendered from 1 July 2007 shall result in a corresponding reduction
in the management fee paid to VinaCapital Investment Management Limited, In accordance with the Management Agreement, the Investment Manager
the Investment Manager (Note 26). is also entitled to a performance fee equal to 20% of the increase in the
net asset value over the higher of a realised return over an annualised
The Board of Management and certain other individuals who act on behalf compounding hurdle rate of 8% and high watermark.
of the Group are remunerated by the Investment Manager. However, it
is not possible to specifically allocate their costs to the Group. Part of the There were no performance fees payable in the year (30 June 2010: nil) and
management fees disclosed in Note 26 can be allocated to the remuneration no amounts were payable to the Investment Manager at the reporting date
of these individuals. (30 June 2010: nil).
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 75
Notes to the Consolidated Financial Statements
Transactions (USD000)
Related party Relationship
Year ended Year ended
30 June 2011 30 June 2010
Share of profits/ Share of change in Share of profits/ Share of change in
(losses) revaluation reserves (losses) revaluation reserves
S.E.M Thong Nhat Hotel Metropole Associate 3,024 6,063 2,249 (2,483)
House & Urban Development Financial Investment Co Associate (6) - 44 -
Hung Vuong Corporation Associate 868 - (1,023) -
Kinh Do Property JSC Associate (115) - 1,599 -
Pho Viet Joint Stock Company Associate 11 - 5 -
T.D Company Associate - - (147) -
Phong Phu Investment Development JSC Associate 3 - 8 -
Thang Loi Textile & Garment JSC Associate 157 - 709 -
Saigon Golf JSC Associate (14) - 12 -
International School of Ho Chi Minh City Associate 1,040 - 1,026 -
Hoan My Medical Corporation JSC Associate 1,507 - 498 -
Phu Hoi City Company Limited Associate 208 - (1,683) -
Vina Dai Phuoc Corporation Associate 558 - 3,804 -
VinaLand Limited subsidiaries Associate 8,183 257 8,166 120
15,424 6,320 15,267 (2,363)
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
76 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
26. Related party transactions and balances (continued) The details of these loan receivables at the reporting date are as follow:
During the year, the Group engaged VinaSecurities Joint Stock Company, 30 June 2011 30 June 2010
a related party, as a securities broker. An amount of USD4,592 (30 June USD000 USD000
2010: USD16,000) had been paid to this broker relating to securities trading VinaCapital Danang Resorts Limited 3,376 3,376
transactions which is based on the standard rates. Cypress Assets Limited 721 631
Prosper Big Investment Limited 12,073 12,073
At 30 June 2011, the details of the non-current receivable balances with
Avante Global Limited 2,998 2,998
related parties are as shown below:
VinaLand Espero Limited 9,261 9,261
Related party Relationship Transactions Receivables Maplecity Investments Limited 5,951 5,951
(*) Loan receivables represent the Groups share of loans provided to its associates on joint investments in real
47,991 42,631
estate projects with VinaLand Limited. The loans are unsecured, bear interest at the 6-month SIBOR plus 3%,
and are repayable on demand or on disposal of the related investments. The amount of each loan is based on
the respective ownership of VNL and the Group in each subsidiary. The loans are carried at amortised cost in the
Consilidated Statement of Financial Position. Interest income earned for the year has been waived by the Group.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 77
Notes to the Consolidated Financial Statements
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
78 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
27. Commitments The Groups financial assets and liabilities, exposure to risk of fluctuations in
foreign currency exchange rates at the reporting date were as follow:
The Group has a broad range of commitments under investment licences
Short-term exposure Long-term exposure
it has received for the real estate projects jointly invested with VinaLand
VND Others VND Others
Limited and other agreements it has entered into, to acquire and develop,
USD000 USD000 USD000 USD000
or make additional investments in investment properties and leasehold land
30 June 2011
in Vietnam. Further investments in any of these arrangements are at the Financial assets 377,294 91,144 13,223 55,536
Groups discretion. Financial liabilities (3,987) (8,609) - -
Net exposure 373,307 82,535 13,223 55,536
28. Risk management objectives and policies
The Group invests in listed and unlisted equity instruments, debt 30 June 2010
Financial assets 449,616 73,980 6,257 53,122
instruments, assets and other opportunities in Vietnam and overseas with
Financial liabilities (3,232) (6,559) - -
the objective of achieving medium to long-term capital appreciation and
Net exposure 446,384 67,421 6,257 53,122
providing investment income.
The Group is exposed to a variety of financial risks: market risk (including Sensitivity analysis to a reasonably possible change in exchange rates
currency risk, interest rate risk, and price risk); credit risk; and liquidity Property valuations in Vietnam are based on a combination of factors linked
to both the USD and VND. Assuming all properties are valued based on VND
risk. The Groups overall risk management programme focuses on the
cash flows, a 5% weakening of the VND against the USD at the end of the
unpredictability of financial markets and seeks to minimise potential adverse
year ended 30 June 2011 and 30 June 2010 would have impacted net income
effects on the Groups financial performance. The Groups risk management
of the Groups equity by the amounts shown below. This analysis assumes
is coordinated by the Investment Manager who manages the distribution of
that all other variables, in particular interest rates, remain constant.
the assets to achieve the investment objectives.
Year ended Year ended
The most significant financial risks the Group is exposed to are described 30 June 2011 30 June 2010 (*)
below: USD000 USD000
5% devaluation of the Vietnam Dong
Foreign currency risk sensitivity Statement of Income 18,665 22,319
The Groups exposure to risk resulting from changes in foreign currency
(*) Prior year number has been restarted
exchange rates is moderate as although transactions in Vietnam are settled
in Vietnam Dong (VND), the value of the Vietnam Dong has historically been A 5% strengthening of the VND against USD would have had the equal but
closely linked to that of USD, the reporting currency. opposite effect to the amount shown above, on the basis that all other
variables remain constant.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 79
Notes to the Consolidated Financial Statements
28. Risk management objectives and policies (continued) Cash flow and fair value interest rate risk sensitivity
The Groups exposure to interest rate risk is related to interest bearing
Price risk sensitivity financial assets and financial liabilities. Cash and cash equivalents, bank
Price risk is the risk that the value of the instrument will fluctuate as a deposits and bonds are subject to interest at fixed rates. They are exposed
result of changes in market prices, whether caused by factors specific to an to fair value changes due to interest rate changes. The Group currently has
individual investment, its issuer, or factors affecting all instruments traded no financial liabilities with floating interest rates. As a result, the Group has
in the market. As the majority of the Groups financial instruments are limited exposure to cash flow and interest rate risk.
carried at fair value with fair value changes recognised in the Consolidated
Statement of Income, all changes in market conditions will directly affect net Credit risk analysis
investment income. Credit risk is the risk that a counterparty will be unable to pay amounts in
full when due. Impairment provisions are provided for losses that have been
The Groups unlisted equity securities are susceptible to market price
incurred by the Group at the reporting date. The Groups exposure to credit
risk arising from uncertainties about future values of the investment
risk is limited to the carrying amount of financial assets recognised at the
securities. The Investment Manager provides the Group with investment
reporting date, as summarised below:
recommendations that are consistent with the Groups objectives. The
Investment Managers recommendations are approved by an Investment 30 June 2011 30 June 2010
Committee and/or the Board of Directors of the Group before investment
USD000 USD000
decisions are implemented.
Classes of financial assets carrying amounts:
All securities investments present a risk of loss of capital. The Investment Short-term investments 27 428
Manager manages this risk through the careful selection of securities Long-term loan receivables 51,836 47,718
and other financial instruments within specified limits and by holding Prepayment for acquisitions of investments 8,986 10,491
a diversified portfolio of listed and unlisted instruments. In addition, Other long-term financial assets - 1,170
the performance of investments held by the Group is monitored by the Trade and other receivables 21,661 17,609
Investment Manager on a monthly basis and reviewed by the Board of 82,510 77,416
Directors on a quarterly basis.
The Group invests in listed and unlisted equity securities and is exposed All transactions in listed securities are settled upon delivery using approved
to market price risk of these securities. If the prices of the securities were brokers. The risk of default is considered low, as delivery of securities sold
to fluctuate by 10%, the impact on the Consolidated Statement of Income is only made once the broker has received payment. Payment is made for
and the Consolidated Statement of Changes in Equity would approximately purchases once the securities have been received by the broker. The trade
amount to a gain approximately of USD37.2 million (30 June 2010: gain will be unwound if either party fails to meet its obligations.
approximately of USD45.5 million).
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
80 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
28. Risk management objectives and policies (continued) At the reporting date, the Groups liabilities have contractual maturities
which are summarised below:
The carrying amount of trade and other receivables and loans represent the
Groups maximum exposure to credit risk in relation to its financial assets. Current Non-current
Within 6 6 to 12 From 1 to 5 Over 5 years
The Group has no other significant concentrations of credit risk. months months years
In accordance with the Groups policy, the Investment Manager continuously USD000 USD000 USD000 USD000
monitors the Groups credit position on a monthly basis, identified either 30 June 2011
individually or by group, and incorporates this information into its credit Trade and other payables 3,932 - 55 -
controls. Payable to related parties 8,609 - - -
12,541 - 55 -
The Groups Investment Manager reconsiders the valuations of financial
assets that are impaired or overdue at each reporting date based on the 30 June 2010
payment status of the counterparties, recoverability of receivables, and Trade and other payables 4,089 - - -
prevailing market conditions. Payable to related parties - 5,702 - -
4,089 5,702 - -
Liquidity risk analysis
The Group invests in both listed securities that are traded in active markets
The above contractual maturities reflect the gross cash flows, which may
and unlisted securities that are not actively traded.
differ to the carrying value of the liabilities at the reporting date.
The Groups listed securities are considered to be readily realisable, as they
Capital management
are mainly listed on the Vietnam Stock Exchange.
The Groups capital management objectives are:
Unlisted securities, which are not traded in an organised public market, may
be illiquid. As a result, the Group may not be able to quickly liquidate its To ensure the Groups ability to continue as a going concern;
investments in these instruments at an amount close to fair value in order To provide investors with an attractive level of investment income; and
to respond to its liquidity requirements or to other specific events such as To achieve capital growth.
deterioration in the creditworthiness of a particular issuer. However, the
Group has the ability to borrow in the short-term to ensure sufficient cash is
available for any settlements due.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 81
Notes to the Consolidated Financial Statements
28. Risk management objectives and policies (continued) Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than quoted prices included within Level 1 that
The Group considers the capital to be managed as equal to the net assets are observable for the asset or liability, either directly (ie as prices) or
attributable to the holders of ordinary shares. The Group is not subject indirectly (ie derived from prices); and
to externally imposed capital requirement. The Group has engaged the Level 3: inputs for the asset or liability that are not based on observable
Investment Manager to allocate the net assets in such a way so as to market data (unobservable inputs).
generate investment returns that are commensurate with the investment
objectives outlined in the Groups offering documents. The level within which the financial asset or liability is classified is
determined based on the lowest level of significant input to the fair value
Capital for the reporting periods under audit is summarised as follow: measurement.
30 June 2011 30 June 2010 The financial assets and liabilities measured at fair value in the statement of
USD000 USD000 financial position are grouped into the fair value hierarchy as follows:
Net assets attributable to the holders of ordinary
shares 751,906 782,501 As at 30 June 2011
Level 1 Level 2 Level 3 Total
29. Fair value hierarchy USD000 USD000 USD000 USD000
Assets
The Group adopted the amendments to IFRS 7 Improving Disclosures about
Financial assets at fair value
Financial Instruments effective from 1 January 2011 Financial Instrument: through profit or loss
Disclosure. These amendments clarify the disclosure requirement of the Financial assets in Vietnam
standards to remove inconsistencies, duplicative disclosure requirements and - Ordinary share listed 241,521 - - 241,521
specific disclosures that may be misleading. The Group has made sufficient
- Ordinary share unlisted - 74,494 18,934 93,428
disclosure in compliance with IFRS 7 in the consolidated financial statements.
- Corporate bonds - 11,381 - 11,381
The following table presents financial assets and liabilities measured at fair Financial assets in countries
other than Vietnam 37,452 - - 37,452
value in the Consolidated Statement of Financial Position in accordance with
the fair value hierarchy. This hierarchy groups financial assets and liabilities 278,973 85,875 18,934 383,782
into three levels based on the significance of inputs used in measuring the Liabilities - - - -
fair value of the financial assets and liabilities. The fair value hierarchy has Net fair value 278,973 85,875 18,934 383,782
the following levels:
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
82 VOF Annual Report 2011
Notes to the Consolidated Financial Statements
29. Fair value hierarchy (continued) The reconciliation of the carrying amounts of financial instruments classified
within Level 3 is as follows:
There have been no significant transfers between Level 1 and 2 during the
year. Financial assets at fair value
through profit or loss
The methods and valuation techniques used for the purpose of measuring Year ended Year ended 30
fair value are unchanged compared to the previous reporting period as 30 June 2011 June 2010
disclosed in Note 3. USD000 USD000
Opening balance 15,039 -
In comparison with the last year-end:
Gain or losses recognised in
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 83
Notes to the consolidated financial statements (cont.)
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
84 VOF Annual Report 2011
Investing policy
1. Investment objectives and OTC securities, expansion capital for early be on other expanding sectors such as tourism,
and mid-stage companies, listed funds, distressed manufacturing, infrastructure and export sectors
VinaCapital Vietnam Opportunity Fund Ltd is a assets, NPL portfolios and Vietnamese assets where Vietnam has a comparative advantage.
closed-end investment company incorporated of distressed overseas investors. The Company
in the Cayman Islands with the primary will engage in all forms of investment as allowed Investment criteria:
objective of achieving medium to long-term under the laws of each jurisdiction in which it Key investment criteria will include:
(3-5 years) capital appreciation and providing operates, including but not limited to, listed and
an attractive level of income, dividends and For investment in growth businesses, full
non-listed equity, debt, convertible loans, other use will be made of the established stock
other distributions through investment in listed assets, and other instruments and structures that
and unlisted companies, debt, private equity, selection and analytical skills of the Manager
may be suitable to allow participation in selected and its advisers and the broad experience
real estate and other investment opportunities investment opportunities.
in Vietnam (primarily) and surrounding Asian of the Directors to select enterprises which,
countries Cambodia, Laos and Southern China. Geographical focus: in their opinion, have sound products and
At least 70 percent of the Companys gross assets good growth prospects.
Investment manager: will be invested in Vietnam or related to entities The Company will seek to identify
VOF is managed by VinaCapital Investment in other countries having substantial assets, businesses with a record of profit growth,
Management Ltd (VCIM or the Investment liabilities, operations, revenues or income derived with strong and motivated management
Manager), a Cayman Islands company. VCIM from Vietnam. Up to a maximum of 30 percent teams who have adopted proven business
was established in 2008 and manages a number of the gross assets of the Company may also be models and which have the realistic
of listed and unlisted investment companies. invested in neighbouring Asian countries (namely potential of exit through trade sale, listing in
More information about the VCIM management China, Cambodia and Laos), should the Directors Vietnam or in another country.
team is available here. consider that such investments offer potentially The Investment Manager will utilise its
attractive returns or portfolio diversification. extensive sourcing capabilities in real
2. Investing policy estate investment and expertise in property
The Company will adhere to the following Sector focus: development to selectively invest in projects
investment policies: Investment will primarily be made in key growth to capitalise on ongoing demand/supply
sectors of the economy as Vietnam modernises imbalances in the property sector.
Type of investment: and domestic consumer demand develops The Directors in conjunction with the
Investments will be made in comparatively with rising income levels, including retail and Investment Manager will also aim to achieve
undervalued assets with the potential for value consumer goods, financial services, property and a balance in its exposure to different sectors.
enhancement and realisation, for instance in listed construction materials. The secondary focus will Furthermore, no single investment may at
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 85
Investing policy
the time of investment exceed 20 percent of trading on the AIM market of the London Stock Other information:
the Net Asset Value of the Company. Exchange plc and also managed by VCIM. The Company will adhere to the above
It is the intention of the Company to be investment policies, in the absence of
active in the development of a thoroughly In such cases, VOF will enter into irrevocable unforeseen circumstances, unless these
researched and carefully selected portfolio arrangements with an independent third party are changed with the approval of a
of investments. The Directors intend that broker to specifically purchase on its behalf Shareholders resolution. Such changes may
the portfolio will be developed in such a way and within certain pre-set parameters, ordinary be prompted by changes in Government
as to take, where practicable, relatively large shares in VNL and VNI. VOF intends to acquire policies or economic conditions which
stakes in those enterprises which have met and hold shares of VNL and VNI via such change or introduce additional investment
the Investment Managers criteria. arrangements on a rolling basis. Furthermore, opportunities.
only the Independent Directors of the VOF Board Cash pending investment, reinvestment or
Exit strategy: shall be authorised to provide instructions to the distribution will be placed in bank deposits,
The Company is a publicly listed investment Independent Broker and to vote on behalf of VOF bonds or treasury securities, for the purpose
company on the London Stock Exchanges AIM at any VNL and VNI shareholder meetings. of protecting the capital value of the
Market. Investors are free to purchase and Companys cash assets.
sell shares whenever they please. Concerning VOF may waive its right of first refusal to take up
to a 25 percent direct stake in new VNL projects, In order to hedge against interest rate risks
portfolio investments, the Company will aim to or currency risk, the Company may also
realise individual investments when the Board as contained in VNLs admission documents. In
addition, VinaCapital Investment Management enter into forward interest rate agreements,
believes the realisation would be in the best forward currency agreements, interest rates
interests of the Company, ideally within a five- Limited will rebate the management fees
corresponding to the portion of VOFs holding in and bond futures contracts and interest rate
year time frame. swaps and purchase and write (sell) put or
VNL and VNI Shares to VOF.
Cross holdings: call options on interest rates and put or call
The Company may from time to time invest in Leverage: options on futures on interest rates.
listed shares of other closed-ended funds focused The Directors may exercise all the powers of the
Company to borrow money and to mortgage 3. Valuation policy
on Vietnam by selectively acquiring shares of
such funds where the shares are currently trading or charge its undertaking, property and The Net Asset Value and the Net Asset Value
at prices below the intrinsic value of the funds uncalled capital or any part thereof and to issue per share shall be calculated (and rounded
underlying assets. This includes among others, debentures, debenture stock, mortgages, bonds to two decimal places), in US dollars by the
shares in Vinaland Limited (VNL) (AIM: VNL) and other such securities whether outright or as Administrator (or such other person as the
and Vietnam Infrastructure Limited (AIM: VNI), security for any debt, liability or obligation of the Directors may appoint for such purpose from
closed-ended investment companies admitted to Company or of any third party. time to time) on a monthly basis (or at such other
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
86 VOF Annual Report 2011
Investing policy
times as the Manager may determine but in any which the securities are traded or admitted to any premium or discount which may be
event at least quarterly). for trading, that which is normally the relevant and to costs of exchange.
principal stock exchange for such security,
The Net Asset Value shall be the value of all provided that any such securities which are If the Directors consider that any of the above
assets of the Company less the liabilities of the not freely transferable, or which are not bases of valuation are inappropriate in any
Company determined in accordance with the regularly traded, or which for any other particular case or generally, they may adopt
valuation guidelines adopted by the Directors reason are subject to limited marketability, such other valuation or valuation procedure as
from time to time. shall be valued at a discount (the amount they consider is reasonable in the circumstances
of such discount being determined by the provided that such other valuation or valuation
Under current valuation guidelines adopted by procedure has been approved by the Companys
the Directors, such values shall be determined as Directors in their absolute discretion or in a
manner so approved by the Directors); auditors. The Directors may delegate to the
follows: Investment Manager any of their discretions under
As regards unquoted securities;
The value of any cash in hand or on Unquoted investments will initially be valued the valuation guidelines.
deposit, bills and demand notes and at cost price, which will include any expenses 4. Co-investments
accounts receivable, prepaid expenses, cash relating to their acquisition;
dividends and interest declared or accrued A revaluation of unquoted investments to The Investment Manager may from time to time
as aforesaid and not yet, received shall a value in excess of or below cost may be manage other funds which have a similar or
be deemed to be the full amount thereof, made in the circumstances provided by and different investment objective and policy to that
unless in any case the Directors shall have in accordance with the guidelines issued by of the Company. Nevertheless, circumstances
determined that the same is unlikely to the British Investment Fund Association or may arise where investment opportunities will
be paid or received in full, in which case any successor body; be available to the Company and which are
the value thereof shall be arrived at after All other assets and liabilities shall be also suitable for one or more of the other funds
making such discount as the Directors may valued at their respective fair values as managed by the Investment Manager. Where
consider appropriate in such case to reflect determined in good faith by the Directors a conflict arises in respect of an investment
the true value thereof; and in accordance with generally accepted opportunity, the Investment Manager will allocate
The value of securities which are quoted or valuation principles and procedures; the opportunity on a fair basis. In such event, the
dealt in on any stock exchange (including Any value other than in US dollars shall be allocations will normally be made on a pro rata
any securities traded on an over the translated at any officially set exchange basis between the Company and the other funds
counter market) shall be based on the last rate or appropriate spot market rate as based on the amounts available for investment in
traded prices on such stock exchange, or if the Directors deem appropriate in the each fund at the time the investment opportunity
there is more than one stock exchange on circumstances having regard, inter alia, arises. However, the Investment Manager will
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 87
Investing policy
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
88 VOF Annual Report 2011
Historical financial information
Years ended 30 June 2005 2006 2007 2008 2009 2010 2011
Total income from ordinary activities 4,393 111,529 360,527 (381,067) 29,075 134,263 (8,420)
Total expenses from ordinary activities (1,522) (39,958) (95,164) (34,465) (25,869) (29,047) (27,214)
Operating profit before income tax 2,871 75,572 265,363 (415,532) 3,206 105,216 (35,634)
Profit for the year 2,871 75,572 265,363 (415,657) 3,098 105,005 (36,179)
Profit attributable to ordinary equity holders 2,871 75,049 264,167 (417,004) 6,782 104,694 (36,285)
Share information
Basic earnings per share (cents per share) 8 76 134 (141) 2 32 (11)
Share price as 30 June 1.58 2.32 3.41 2.16 1.43 1.40 1.57
Ordinary share capital (thousand shares) 75,155 122,657 250,648 324,610 324,610 324,610 324,610
Market capitalisation at 30 June (USD'000) 118,745 283,951 853,456 699,535 462,569 455,428 509,313
Net asset value per ordinary share 1.28 2.00 3.28 2.06 2.10 2.41 2.32
Ratio
Return on average ordinary share holders funds 7.4% 58.2% 72.8% -67.8% 1.1% 17.0% -6.0%
Dividend pay out as % avr. NAV 0.6% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Investment management fees/avr. NAV 7.6% 12.8% 15.6% 2.9% 2.0% 2.0% 2.0%
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 89
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
90 VOF Annual Report 2011
90 VOF Annual Report 2011
Overview and details
VOF details
Fund size USD752 million (NAV as of 30 June 2011).
Fund launch 30 September 2003.
Term of fund Five years and then subject to shareholder vote to discontinue.
Fund domicile Cayman Islands.
Legal form Exempted company limited by shares.
Structure Single class of ordinary shares trading on the AIM market of the London Stock Exchange plc.
Auditor Grant Thornton (Vietnam).
Nominated advisor (Nomad) Grant Thornton Corporate Finance (UK).
Custodian HSBC Trustee (HK).
Brokers LCF Edmond de Rothschild (UK), Numis Securities (UK)
Lawyers Lawrence Graham (UK)
Maples and Calder (Cayman Islands).
Management and performance fee Management fee of 2 percent of NAV. Performance fee of 20 percent of total NAV increase over the higher
of an 8 percent compound annual return and the high water mark.
Investment manager VinaCapital Investment Management Ltd.
Investment policy Medium to long-term capital gains with some recurring income and short-term profit taking. Primary investment focus
areas are: Privately negotiated equity investments; Undervalued/distressed assets; Privatisation of state-owned
enterprises; Real estate; and Private placements into listed and OTC-traded companies.
Investment focus by geography Greater Indochina comprising: Vietnam (minimum of 70 percent), Cambodia, Laos, and southern China.
Registered office PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
Contents Highlights Chairmans statement Managers report Report of the Board Financial statements Fund information
VOF Annual Report 2011 91
VOF Annual Report 2011 91
Ho Chi Minh City Hanoi Cambodia Singapore
17th Floor, Sun Wah Tower 5th Floor, Sun City Building Canadia Tower, 20th floor 6 Temasek Boulevard
115 Nguyen Hue Blvd., District 1 13 Hai Ba Trung Street, No. 315, Ang Duong Street #42-01 Suntec Tower 4
Ho Chi Minh City, Vietnam Hoan Kiem Dist., Hanoi, Vietnam Phnom-Penh, Cambodia Singapore 038986
Phone: +84-8 3821 9930 Phone: +84-4 3936 4630 Phone: +855 23 99 66 88 Phone: +65 6332 9081
Fax: +84-8 3821 9931 Fax: +84-4 3936 4629 Fax: +855 23 99 60 50 Fax: +65 6333 9081
www.vinacapital.com