Final Results

Vietnam Opportunity Fund Limited 06 October 2005 Vietnam Opportunity Fund Limited ('VOF' or 'The Company') Final results 30 June 2005 Auditors' report To the Directors Vietnam Opportunity Fund Limited We have audited the accompanying balance sheet of Vietnam Opportunity Fund Limited as of 30 June 2005, and the related statements of income, changes in shareholders' equity and cash flows for the year ended 30 June 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements give a true and fair view of the financial position of the Company as of 30 June 2005, and of the results of its operations and its cash flows for the year ended 30 June 2005, in accordance with International Financial Reporting Standards. Balance sheet Notes 30 June 2005 30 June 2004 Consolidated Company Consolidated Company US$ US$ US$ US$ ASSETS Cash and cash equivalents 52,405,365 8,571,605 1,210,419 - Term deposit 12,155 - 440,417 440,417 Deposits and 3,931,174 - 1,099,065 - advances Dividends and other receivables 320,979 70,343 1,483 1,405 Investments in financial assets 3 30,118,442 - 5,590,332 - Investments in associates 4 7,441,013 - 2,644,276 - Investments in subsidiaries 5 2,413,587 88,207,302 - 10,502,787 Others 300,000 - - - -------------------- ------ --------- -------- --------- -------- 96,942,715 96,849,250 10,985,992 10,944,609 ==================== ====== ========= ======== ========= ======== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Custodian fees 408,727 408,727 - - Trustee fee 36,775 36,775 - - Accounts payable and accrued expenses 256,617 163,152 197,796 156,413 -------------------- ------ --------- -------- --------- -------- 702,119 608,654 197,796 156,413 Shareholders' equity Paid-in capital 6 92,385,989 92,385,989 9,500,000 9,500,000 Retained earnings 3,854,607 3,854,607 1,288,196 1,288,196 -------------------- ------ --------- -------- --------- -------- 96,240,596 96,240,596 10,788,196 10,788,196 -------------------- ------ --------- -------- --------- -------- 96,942,715 96,849,250 10,985,992 10,944,609 ==================== ====== ========= ======== ========= ======== Statement of income Notes For the year ended 30 June 2005 Period from 15 July 2003 to 30 June 2004 Consolidated Company Consolidated Company US$ US$ US$ US$ Revenue Gain on investment in financial assets 3 1,333,352 - 458,690 - Gain on investments in associates 4 1,054,499 - 1,247,276 - Gain on sale of investments 38,414 - 237,169 - Foreign exchange and translation gains (losses), net (172,920) 153 94,227 90,328 Interest and dividends 1,551,632 290,383 45,132 33,190 Other income 164,025 - 22,258 - Equity in earnings of subsidiaries 5 423,587 3,944,514 - 1,952,788 ------------------- ------ ---------- -------- --------- -------- 4,392,589 4,235,050 2,104,752 2,076,306 Operating expenses Organisational fees (700) - (461,992) (457,703) Investment advisory fees (1,048,079) (1,048,079) (189,460) (189,460) Professional fees (121,909) (99,199) (80,687) (65,974) Directors' fees and expenses (46,070) (46,070) (39,514) (39,514) Broker fees (35,751) - (22,472) (13,636) Trustee fees (42,329) (42,329) (19,397) (19,397) Other expenses (227,340) (128,962) (3,034) (2,426) ------------------- ------ ---------- -------- --------- -------- (1,522,178) (1,364,639) (816,556) (788,110) ------------------- ------ ---------- -------- --------- -------- Net income 2,870,411 2,870,411 1,288,196 1,288,196 =================== ====== ========== ======== ========= ======== Statement of changes in shareholders' equity Notes For the year ended 30 June 2005 Period from 15 July 2003 to 30 June 2004 Consolidated Company Consolidated Company US$ US$ US$ US$ Paid-in capital At 1 July 2004 9,500,000 9,500,000 - - Issue of shares 6 82,885,989 82,885,989 9,500,000 9,500,000 -------------------- ------ --------- -------- --------- -------- Balance at end of the year 92,385,989 92,385,989 9,500,000 9,500,000 -------------------- ------ --------- -------- --------- -------- Retained earnings At 1 July 2004 1,288,196 1,288,196 - - Net income 2,870,411 2,870,411 1,288,196 1,288,196 Dividend payment (304,000) (304,000) - - -------------------- ------ --------- -------- --------- -------- Balance at end of the year 3,854,607 3,854,607 1,288,196 1,288,196 -------------------- ------ --------- -------- --------- -------- Total shareholders' equity 96,240,596 96,240,596 10,788,196 10,788,196 ==================== ====== ========= ======== ========= ======== Statement of cash flows For the year ended 30 June 2005 Period from 15 July 2003 to 30 June 2004 Consolidated Company Consolidated Company US$ US$ US$ US$ Cash flows from operating activities Net income 2,870,411 2,870,411 1,288,196 1,288,196 Adjustments for: Gain on investments in associates (1,054,499) - (1,230,000) - Gain on investments in financial assets (1,333,352) - (458,690) - Unrealised foreign exchange gain (loss) 172,920 - (202,031) - Gain on sale of investment (38,414) - - - Dividend income (1,066,189) - - - Interest income (485,442) (290,383) (37,498) (33,190) Dividend paid (304,000) (304,000) - - Equity in earnings of subsidiaries (423,587) (3,944,514) (17,276) (1,952,788) -------------------- --------- --------- --------- --------- Net loss before changes in working capital (1,662,152) (1,668,486) (657,299) (697,782) Increase in deposit, advances and other receivables (3,451,604) (68,938) (1,100,547) (1,389) Increase in accounts payable and accrued expenses 504,323 452,241 197,796 156,414 -------------------- --------- --------- --------- --------- Net cash used in operating activities (4,609,433) (1,285,183) (1,560,050) (542,757) Cash flows from investing activities Interest received 300,255 290,383 37,405 33,174 Dividend received 1,066,189 - - - Acquisition of investments (37,752,964) (73,760,001) (8,069,568) - Proceeds from sales of investments 10,866,648 - 2,843,048 - Investment in subsidiaries (1,990,000) - - (7,450,000) -------------------- --------- --------- --------- --------- Net cash used in investing activities (27,509,872) (73,469,618) (5,189,115) (7,416,826) Cash flows from financing activities Proceeds from shares issued 82,885,989 82,885,989 8,400,000 8,400,000 -------------------- --------- --------- --------- --------- Net cash from financing activities 82,885,989 82,885,989 8,400,000 8,400,000 Net increase in cash and equivalents for the year 50,766,684 8,131,188 1,650,835 440,417 Cash at the beginning of the year 1,650,836 440,417 - - -------------------- --------- --------- --------- --------- Cash and cash equivalents at end of the year 52,417,520 8,571,605 1,650,835 440,417 ==================== ========= ========= ========= ========= Notes to the financial statements 1 Principal activity Vietnam Opportunity Fund Limited was incorporated in the Cayman Island as a company with limited liability. The registered office of the Company is PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. The Company holds a 100% interest in the following entities, which were incorporated in the British Virgin Islands: • Asia Value Investment Ltd • Vietnam Enterprise Ltd • Vietnam Investment Property Ltd • Vietnam Investment Property Holdings Ltd • Vietnam Investment Ltd • Vietnam Ventures Ltd • VOF Investment Ltd The principal activity of the Company is to invest in listed and unlisted companies, debt instruments, assets and other opportunities in Vietnam and surrounding countries with objective of achieving medium to long-term (three to five years) capital appreciation and providing investors with an attractive level of investment income from interest and dividends. As at 30 June 2005, the Company had no employees. 2 Transition to International Financial Reporting Standards Basis of presentation The financial statements expressed in United States Dollars have been prepared under the historical cost convention and in conformity with International Financial Reporting Standards. Principles of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are consolidated from the date the Company obtains control until such time that such control ceases. All inter-company balances and transactions have been eliminated. There is no goodwill arising upon consolidation. Cash and cash equivalents Cash and cash equivalents include cash in bank and short-term, highly liquid investments readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. Investments Investments are initially recorded at their cost of acquisition, which generally consists of the purchase price of the security or the fair value of the consideration given in exchange and other costs directly related to the acquisition. Subsequent to acquisition, the investments are carried at the following values: Financial assets Financial assets consist of portfolio investments of listed and unquoted marketable equity securities, which are carried at fair value. Fair value of a listed security is determined by the quoted market price on the last trading day of each quarter. Fair value of an unlisted security is determined by the price of the most recent comparable transaction for that security, if any, before the end of each quarter. Gains and losses are recorded in the statement of income. The cost of securities sold is determined on a first-in first-out basis. Associates Investments in enterprises in which the Company has significant influence are accounted for using the equity method, whereby the investment is originally recorded at cost and adjusted for changes in the Company's share of the equity of the associate since date of acquisition. The Company's share of the results of operations of an associate is accounted for in the statement of income. Investments in associates that have been acquired and are being held exclusively for the purpose of disposing of them in the near future are carried at fair value, determined by reference to an independent appraisals performed by a professional appraisers. Gains and losses are recorded in the statement of income. Subsidiaries (parent company accounts) Investments in subsidiaries are accounted for using the equity method. The Company's share of the results of operations of a subsidiary is accounted for in the statement of income. Interest and dividend income Interest income is recognized on an accrual or if applicable effective yield basis. Dividend income is recorded when the stockholders' right to receive the dividend is established. Impairment of assets The carrying amounts of the Company's assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount Foreign currency transactions The accounting records of the Company are maintained in United States Dollars. Foreign currency transactions during the year are translated at the exchange rates that approximates those prevailing on transaction dates. Foreign currency monetary assets and liabilities at the balance sheet date are translated into United States Dollars at exchange rate that approximates those prevailing on that date. Exchange gains and losses are recognized in income for the period. Related parties Related parties include companies which directly or indirectly hold significant equity interests in the Company ('parent companies'), other investees of such companies ('affiliated companies'), subsidiary companies, joint venture partners, key management personnel of the Company or its parent, close relatives of the foregoing, or parties which are significantly influenced or controlled by any of these. 3. Investment in financial assets Consolidated Number of Type of Closing balance Gain (loss) shares security US$ US$ Listed securities Ree Corporation (REE) 946,715 Ordinary shares 1,594,178 86,585 Sacom (SAM) 395,250 Ordinary shares 959,708 11,823 Savimex (SAV) 220,140 Ordinary shares 412,346 (38,345) Tribeco (TRI) 529,890 Ordinary shares 701,797 (35,063) Chau Thoi Concrete 620 Corporation (BT6) 60,130 Ordinary shares 111,872 (14,323) Gilimex (GIL) 123,380 Ordinary shares 239,663 (11,708) Vietfund Management (VMFVF1) 880,880 Ordinary shares 483,328 (16,279) Agifish (AGF) 8,120 Ordinary shares 16,285 (2,786) Bien Hoa Confectionary Corporation (BBC) 196,320 Ordinary shares 195,627 349 Cobovina Bach Tuyet (BBT) 10 Ordinary shares 8 - North Kinh Do Food Joint Stock Company 160,500 Ordinary shares 364,405 107,945 ---------------------- ------- -------- --------- ---------- 5,079,217 88,198 ---------------------- ------- ---------- -------- --------- Unlisted securities Financial Institutions 3,447,785 Ordinary shares 7,261,051 1,104,727 Bao Minh CMG Life Insurance Company 255,350 Ordinary shares 3,204,758 (131,843) Vinamilk Joint Stock Company 211,058 Ordinary shares 3,800,269 196,939 Phuong Nam Corp Cultural Goods Manufacturing Joint Stock Company 225,930 Ordinary shares 207,321 20,595 Sa Giang Import Export Corporation 10,000 Ordinary shares 104,062 (1,192) Tuong An Oil Joint Stock Company 16,205 Ordinary shares 161,478 5,335 Hau Giang Pharmacy Company 19,195 Ordinary shares 264,512 47,378 Sohafarm 23,250 Ordinary shares 148,099 (959) Bac Ninh Agricultural Company 27,200 Ordinary shares 188,698 11,093 Vinacafe Bien Hoa Joint Stock Company 14,470 Ordinary shares 158,790 21,737 Bien Hoa Electricity Company 3,000 Ordinary shares 20,557 650 Bien Hoa Sugar Joint-stock Company 38,280 Ordinary shares 263,151 (258) Saigon Housing Corporation 49,760 Ordinary shares 469,168 (74,019) Cho Lon Housing Construction and Business Company 5,000 Ordinary shares 41,309 (4,481) Sai Gon Postel Corporation 40,000 Ordinary shares 413,010 14,376 Binh Minh Plastic Company 2,050 Ordinary shares 22,626 (46) Do Thanh Plastic Joint Stock Company 15,664 Ordinary shares 128,426 25,070 Ho Chi Minh Infrastructure Investment Joint Stock Company 60,000 Ordinary shares 501,387 5,330 Tien Phong Technology Company 300,000 Ordinary shares 236,504 (1,985) Geology and Mineral Resources Company 3,000 Ordinary shares 19,299 (162) Saigon-Can Tho Brewery 53,060 Ordinary shares 438,374 14,027 Taya Vietnam Electric Wire and Cable Co 5,000 Ordinary shares 67,798 10,707 Kinh Do Corporation 2,000,000 Ordinary shares 5,517,093 (24,850) Dongnai Municipal Bond 220,000 Bond 1,401,485 6,985 --------------------- -------- ---------- -------- --------- 25,039,225 1,245,154 --------------------- -------- ---------- -------- --------- 30,118,442 1,333,352 ===================== ======== ========== ======== ========= 4. Investment in associates Consolidated Proportion of Closing balance Gain (loss) ownership interest US$ US$ AA Land Corporation Limited 29% 525,885 (72,365) Kido's Ice Cream Corporation 30% 765,416 137,800 International School Hochiminh City 42% 2,074,064 989,064 Nha Trang Project 30% 864,972 - 34 Ton Duc Thang Project 30% 1,530,000 - A&B Project 35% 1,050,000 - Petrolimex Real Estate Project 10% 630,676 - --------------------- --------- -------- --------- 7,441,013 1,054,499 ===================== ========= ======== ========= 5. Investment in subsidiaries Closing balance Consolidated Gain (loss) Saigon Water Park Ltd: US$ US$ Acquisition cost 1,990,000 - Revaluation 840,000 840,000 Equity in net earnings for the year (416,413) (416,413) ---------------------------- -------------- --------- 2,413,587 423,587 ============================ ============== ========= 6. Paid-in capital Consolidated US$ Share capital: ordinary shares with nominal value of US$0.01 per share. Authorized 500,000,000 shares; issued 2005: 65,654,654 shares, 751,547 95,000 2004: 9,500,000 shares Share premium 91,634,442 9,405,000 -------------------------------- ----------- ----------- 92,385,989 9,500,000 ================================ =========== =========== 7. Taxation The Company is exempt from income tax pursuant to the Tax Concessions Law (1999 Revision) of the Cayman Islands. 8. Related party transactions During the year, the following transactions with related parties were recorded: Related party Relation Transaction US$ Vinacapital Investment Management Limited Affiliate Investment advisory fees 1,048,079 ---------------------- --------- ---------------- --------- At 30 June 2005 the following balances were outstanding with related parties: Related party Relation Payable US$ Vinacapital Investment Management Limited Affiliate 197,831 ---------------------- ---------------- ----------- 9. Commitments US$ Over 1 year 350,000 ---------------------- -------------------- 10. Approval of financial statements The financial statements were approved by the Board of Directors. This information is provided by RNS The company news service from the London Stock Exchange
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