Interim Results

Vietnam Opportunity Fund Limited 30 March 2004 Vietnam Opportunity Fund Limited (an exempted company incorporated in the Cayman Islands with registration number CR - 124038) Directors Jonathan Choi Chairman and Non-Executive Director Mr. Choi is President of Sun Wah Group, a Hong Kong based property, financial services, technology, infrastructure, media and food-stuff conglomerate, and Chairman of Kingsway International Holdings, a Toronto listed company, and SW Kingsway, a Hong Kong listed investment bank and fund manager. He is also the Vice Chairman of the Chinese General Chamber of Commerce in Hong Kong and a member of the National Committee of the Chinese Peoples' Political Consultative Conference (CPPCC) of the People's Republic of China. Mr. Choi has been an active investor in Vietnam since 1971. Horst Geicke Non-Executive Director Mr. Geicke is a co-founder and Chairman of ACL Holdings Ltd., a China focused private equity fund with US$100 million invested over the past seven years, as well as a founder of a manufacturing and trading business with sales of over US$500 million. He is also the significant shareholder of Pacific Alliance Group Holdings Limited and a director of VinaCapital Group Limited, respectively, the ultimate and immediate parent companies of VinaCapital Investment Management Limited. He is President of the German Chamber of Commerce in Hong Kong, a director of the German Chamber of Commerce in Vietnam and a founding member and adviser to the Hong Kong - Thailand Business Council. Mr. Geicke has over 22 years experience of operating and investing in Asia and in particular has significant experience investing in Vietnam having made seven direct investments in Vietnam over the past two years. Robert Knapp Non-Executive Director Mr. Knapp is a Managing Director of Millennium Partners L.P., a US$4 billion multi-strategy investment fund that seeks to provide absolute returns with minimal risk and is the Fund's largest shareholder. Mr. Knapp's investment focus is undervalued assets, turnaround situations and emerging markets arbitrage. He has previously led Millennium's efforts to restructure poorly performing listed investment funds in the US, Europe and Asia. Advisory Committee The Manager has established an advisory committee which consists of local investment specialists, business leaders and existing and former government officials as it deems appropriate to supplement the expertise of management team. Excluding the Fund's Chairman Jonathan Choi, there are currently four appointees to the advisory committee: Douglas Hui Dr. Douglas Ching Shan Hui, currently Managing Director of Sun Wah Media Limited, holds directorships in various listed companies in Hong Kong and Canada. Prior to joining the Sun Wah Group, he held senior positions in several local and international merchant banks. He holds a Bachelor Degree in Social Science from the University of Hong Kong, a Master Degree in Business Administration from the University of Toronto (Dean List and Fellowship Award), and a Doctor Degree of Business Administration from the University of South Australia. Dr. Hui is also a Certified Management Accountant of Canada (Dick Dawson Award) and a member of the Hong Kong Institute of Company Secretaries. Bruno Schoepfer Mr. Schoepfer joined Movenpick Holding in 1997 as Managing Director of its Asia Pacific regional operations and was Chief Executive Officer and Managing Director of the Group from 1998 to 2003. Mr. Schoepfer is currently Chairman of Movenpick Hotel and Resorts S.A., a Swiss premium hospitality company active in the 5-star hotel and 4-star business and airport hotel markets as well as a well-known hotel and restaurant brand in Europe. Prior to joining the Movenpick Group, Mr. Schoepfer already enjoyed a distinguished career in luxury hotel management in Asia Pacific and Europe for over 20 years. He has previously held senior positions in various leading international hotel groups including Mandarin Oriental, Shangri-la, and Radison-SAS. Chanthol Sun Mr. Sun is President of SC Investment Co. Ltd., which provides investment consultancy services in Cambodia, and is the Economic and Finance Advisor to the President of the National Assembly of Cambodia. Mr. Sun was formerly Cambodia's Secretary of State for Economy and Finance and Secretary General of the Council for the Development of Cambodia. Mr. Sun previously spent 16 years with General Electric in various senior management positions and was a former member of the board of Royal Air Cambodia. Mr. Sun is a member of the executive board of Wharton Asia, and holds a BBSA from the American University, an AMP from the Wharton School of the University of Pennsylvania and an MPA from the Kennedy School of Government of Harvard University. Administration The Vietnam Opportunity Fund Limited (VOF or the Fund) is listed on the London Stock Exchange Alternative Investment Market (AIM). Price information is available on Reuters and Bloomberg. The Company Investment Manager Vietnam Opportunity Fund Limited VinaCapital Investment Management Limited P.O. Box 309GT Unit 1703, Sun Wah Tower Ugland House 115 Nguyen Hue Boulevard, District 1 South Church Street Ho Chi Minh City George Town Vietnam Grand Cayman Cayman Islands Custodian, Administrator and Registrar/ Nominated Adviser Receiving Agent HSBC Trustee (Cayman) Limited Grant Thornton Corporate Finance Strathvale House Grant Thornton House North Church Street Melton Street George Town Euston Square Grand Cayman London, NW1 2EP Cayman Islands United Kingdom Broker Auditors Collins Stewart Limited Grant Thornton (Vietnam) Ltd. 9/F, 88 Wood Street 15th Floor, Bitexco Building London, EC2V 7QR 19-25 Nguyen Hue, District 1 United Kingdom Ho Chi Minh City Vietnam Legal Advisers (English Law) Lawrence Graham 190 Strand London, WC2R 1JN United Kingdom (Vietnamese Law) Baker and McKenzie 12/F Saigon Tower 29 Le Duan Boulevard, District 1 Ho Chi Minh City Vietnam (Cayman Islands Law) Maples & Calder Ugland House P.O. Box 30967 South Church Street George Town Grand Cayman Cayman Islands Chairman's Statement We are pleased to present the first interim report for the Vietnam Opportunity Fund Limited (VOF) for the period ended 31 December 2003. This is the first quarter VOF has been incorporated as a closed-end, Cayman Islands registered, exempted company. The shares were admitted to trading on the Alternative Investment Market of the London Stock Exchange on 30 September 2003. With respect to investments made as of 31 December 2003, the Fund has three investment holdings to account for 28.77 percent of the Fund's net assets, two of which were made as pre-investments prior to Admission to AIM and the third is an investment made on 31 December 2003 in a recently privatized state-owned enterprise. We believe now is the right time to invest in Vietnam. Vietnam still offers some of the lowest valuations in the region while having a positive macro-economic environment: the second fastest growth rate in Asia, a young motivated and entrepreneurial workforce, and supportive Government reforms. As one can see from the first wave of Vietnamese investment funds during the mid-1990s, many were unsuccessful due to a number of factors such as poor timing and lack of legislation to support foreign investment. The economic environment is now significantly different with the recently revised Enterprise Law in 2002 having been a strong catalyst for the robust increase in private domestic investments. Foreign investors are now able to participate in most economic sectors, and Vietnam's integration into the world economy is clearly underway. The Fund's strategy is to seek value in key growth sectors within Vietnam's domestic economy. Vietnam is now witnessing increased investment in a number of areas ranging from private companies including former state-owned enterprises to public entities. Vietnam now has the same GDP per capita as China did in 1995 and a comparable growth rate with similar Government reforms in process. We believe there is a great deal to be learnt from China's development, and that investors can benefit from such lessons by entering the Vietnamese market at this stage. VOF expects to make investments in the near future into a number of market leaders trading on the Ho Chi Minh City Stock Trading Center (STC). We anticipate a strong backlog of investment opportunities for 2004, including publicly traded securities on the STC. The STC is currently still in its early stage of development with 22 companies listed at a total market capitalization, excluding bonds, of nearly US$142.3 million, or approximately 0.4 percent of nominal GDP, as of 31 December 2003. Economic Outlook 2003 was a watershed year for Vietnam with far-reaching economic reforms positively impacting numerous industries to spur impressive GDP growth of 7.2 percent - second in the world only to China's 9.1 percent. With a Government target for 2004 GDP growth rate set above 8 percent and intended WTO accession for 2005, Vietnam is expected to continue its charge toward economic expansion in the coming year. Industrial production output for 2003 was approximately US$20.2 billion, or an annual growth rate of 16 percent. Industrial revenues contributed an estimated 39 percent to 2003 GDP while services revenues were level at 38.5 percent. The non-state sector posted the highest industrial value growth rate of 18.7 percent, followed by the foreign-invested and state-owned sectors with 18.3 percent and 12.4 percent, respectively. In conclusion, we believe the outlook for Vietnam is positive and we would like to thank every one of you for your contributions to the start-up of the Fund from the very beginning. We have a strong pipeline of investments for 2004 and look forward to sharing our progress with investors through quarterly updates. Investment Manager's Report Portfolio Summary The NAV decreased 5 percent during the period to $0.95. The decline in the NAV was directly attributable to start up and operating expenses for the Fund. However, foreign exchange gains from the Fund's holdings in Euro helped temper the NAV against the decline of the USD. Since inception on 24 September 2003, VOF ended the period with 28.77 percent of its funds invested, with holdings in three Vietnamese enterprises. Two companies, AA Land and KiDos Ice Cream, representing 12.18 percent of the Fund's net assets, are unlisted and valued at initial cost, while the remaining stake, Vinamilk, is a privatized state-owned enterprise (SOE) trading in the unofficial 'over the counter' (OTC) market, accounting for 16.59 percent of the Fund's net assets. Total net cash was $6.84 million, or 75.76 percent of net assets. Total operating income for the period, primarily from interest gain and currency fluctuation, was 0.94 percent of net assets. Total operating expenses were held at 6.12 percent, which were mainly expenses related to the set up of the Fund. With VOF now fully established, the Board of Directors anticipates going forward that operating expenses will be approximately 2.0 percent of net assets. New Investments VOF made one addition to the portfolio during the period with an investment in Vinamilk, a newly privatized state-owned enterprise. Private Holdings VOF has two investments in private companies. Through subsidiaries, VOF currently holds a 30 percent interest in KiDos Ice Cream Corporation, and a 29.44 percent interest in AA Land. KiDos Ice Cream KiDos Ice Cream is the repurchased assets of Unilever's Walls ice cream operations. VOF acquired 30 percent of the Company for US$500,000. The transaction was listed sixth on the Saigon Times Club's 2003 ranking of top 10 corporate events in Vietnam. Since the ownership change in July, the Company has employed primary market research to re-identify customers and to optimize its product mix for the launch of its new brand. During September and October 2003, KiDos Ice Cream introduced its line of carton-based ice cream products to the market, including the three basic varieties of chocolate, vanilla and strawberry as well as additional flavors suited to local tastes. KiDos Ice Cream is now sold in all major supermarkets in Ho Chi Minh City (HCMC) and Hanoi. Strategic plans for 2004 are primarily focused on the roll out of premium carton-based products, which will increase the Company's production to 28 SKUs under the KiDos brand. In addition, approximately 12 SKUs of the Walls Ice Cream brand will be eliminated, reducing the remaining Walls production count to 16 SKUs by June 2004. Moreover, KiDos will continue to deploy its cost reduction strategy and to embark on a new sales incentive scheme for distributors as well as to explore new channels to enhance its revenue stream for 2004. KiDos Ice Cream has already achieved significant results during the initial transition period under new ownership and management. For the six months from July to December 2003, KiDos reported unaudited net profit of approximately 3.5 percent on sales of about US$2.6 million. Year-on-year sales dropped 17.4 percent due to lower advertising and promotional expenditure while the Walls brand is slowly being phased out. Consequently, advertising and promotion for the Walls brand has been reduced significantly, whereas advertising and promotion for the new KiDos brand has not fully ramped up due to low season. Significant promotional activities for the new brand are planned for Q2 and Q3 2004, which should see sales start to rebound. P&L (US$ 000) Jul - Dec 2003 Jul - Dec 2002 ---------- ---------- Sales 2,593 3,141 EBIT 89 (492) EBIT Margin 3.4% -15.7% ---------- ---------- Net Profit 91 (793) ========== ========== Net Profit Margin 3.5% -25.2% Source: Company financial statements AA Land VOF acquired 29.44 percent interest in AA Land for US$600,000. AA Land is involved in the development and project management of real estate projects in Ho Chi Minh City. The strategy of AA Land is to minimize capital commitments by taking fees and carried interests and to realize projects within 2-4 years. If successful, the investment in AA Land will allow VOF to participate in the HCMC real estate market without major capital exposure. It currently has three projects underway: 1. Prudential. This is a 70/30 joint venture with Prudential Insurance for an office building in Chinatown of Ho Chi Minh City. Prudential has contractually committed to be the 100 percent occupant during the 40 year life of the joint venture. The land is owned freehold by AA Land and leased to the joint venture. Final interior fit-out work is now underway and the project is targeted for June 2004 completion. AA Land will seek to realize this investment upon completion. 2. Hai Ba Trung Court. This is a small luxury serviced apartment complex intended for completion in April 2004. AA Land owns 55 percent of the project with the remaining interest held by the state-owned enterprise, Ben Thanh Tourist Corporation. 3. Kycon Condos. AA Land owns 80 percent of a project to develop a piece of land located in District One into luxury apartments for sale. The other 20 percent is owned by Ben Thanh Tourist. Most approvals for the commencement of construction are in place, with a start date scheduled for mid-2004 following completion of detailed design work. AA has secured for this project a major investment from Bao Viet Insurance, the largest insurance company in Vietnam. Privatized Holdings The Fund holds VOF Investment Ltd., which recently acquired a 0.33 percent stake in Vinamilk, a newly privatized state-owned enterprise. Vietnam Dairy Products Company On 29 December 2003, VOF purchased 50,000 shares of Vietnam Dairy Products Company (Vinamilk) at VND 154,000 (approximately US$9.83) per share. With a total investment of US$499,775, VOF presently holds 0.33 percent interest in Vinamilk. Vinamilk was granted approval in October 2003 from the Ministry of Industry to undergo privatization from a state-owned enterprise into a joint stock company. As the largest SOE to be privatized in 2003, Vinamilk had VND 1.5 trillion (US$95 million) in chartered capital at the time of offering, of which the State retained 80 percent of issued shares with the remaining sold to employees (12.54 percent), dairy farmers (2.66 percent) and the public (4.80 percent). Aside from VOF, two additional foreign investors participated in the recent share issue at a valuation range of VND180,000 - 185,000 (approximately US$11.61 - 11.94) per share. As one of Vietnam's largest and most successful SOEs with total assets of approximately US$158 million, Vinamilk is also the market leader with 75 percent share of the domestic processed dairy products market. The Company posted 2003 revenue of US$245.8 million, which was a 19.5 percent decrease compared to 2002. Although domestic sales increased 27 percent, total revenue for 2003 was severely impacted by the ongoing war in Iraq, which resulted in a 50 percent decline in Vinamilk's sales to the Middle East, a major export market for the Company. However, the Company reported 2003 net profit of US$32.5 million, which is a 13.2 percent increase compared to 2002. The increase in net profit was derived from non-operating income, including interest and investments, which totaled approximately US$6.4 million. P&L (US$ MM) 2000 2001 2002 2003 2004E 2005E Revenue 169.6 254.3 305.3 245.8 184.5 238.7 Y/Y Growth NA 50.0% 20.0% -19.5% -24.8% 29.4% Gross Profit 36.1 38.7 86.6 73.7 N/A N/A Gross Margin 21.3% 15.2% 28.4% 30% EBIT 23.0 20.6 42.9 52.4 N/A N/A EBIT Margin 13.6% 8.1% 14.1% 21.3% ------ ------ ------ ------- ------ ------ Net Profit 13.0 12.8 28.7 32.5 29.4 37.2 ====== ====== ====== ======= ====== ====== Net Profit Margin 7.7% 5.0% 9.4% 13.2% 15.9% 15.6% ROE 21.6% 17.9% 29.6% 20.3% N/A N/A Source: Public audited financials, Company reports Vinamilk exports its portfolio of over 160 products to the US, Middle East and other Asian countries. Total export volume for 10 months of 2003 was US$50 million. The Company continues to invest in operations, including a planned deployment of US$85 million over the next two years to expand its current production facility and to construct a new milk factory, concentrated fruit juice plant and milk brewery. Milk consumption per capita in Vietnam has increased from 0.47 liters per capita since the early 1990s to 6.8 liters in 2001. Although the demand for milk and dairy products has increased over the last few years due to improvements in living standards and increased awareness of health benefits, consumption volume in Vietnam is still low compared to other countries such as Malaysia (34 liters per capita), Thailand (27 liters), and European countries (up to 50 liters). At present, Vietnam's milk consumption is estimated to be growing at 20 percent per annum. However, the domestic milk production in 2003 was approximately 90,000 tons, meeting only 13 percent of domestic demand while the remaining consumption needs were met with imported products. Accordingly, Vietnam intends to increase its domestic dairy farming industry over the next two years to meet the local demand for fresh milk. The Government intends to increase total milk production to 165,000 tons in order to meet 20 percent of domestic demand by 2005 and 40 percent by 2010. As new international players enter Vietnam, local milk and dairy producers are expected to be negatively impacted by market share loss. To mitigate the impending situation, the Ho Chi Minh City Government has proposed to turn the local dairy sector into a key industry in accordance with State plans. During the initial phase, the HCMC Government acquired a majority of the 10,800 dairy cows imported from Australia and New Zealand in 2003 to develop the local dairy farm sector. To lead the domestic market growth for processed dairy goods, Vinamilk will continue to deploy its low-cost mass market strategy to maintain overall market position in addition to possibly acquiring smaller producers to expand its reach. Although the projected revenues for 2004 and 2005 are less than in recent years, the Company intends to maintain domestic sales growth of 10 percent per annum while increasing net profit margin to 15 percent through improved gross margins. As a newly minted joint stock company, Vinamilk intends to restructure its management and human resources to operate more efficiently. In addition, the Company also plans expand into more export markets in order to account for the loss in volume from the Middle East. VIETNAM OPPORTUNITY FUND STATEMENT OF ASSETS AND LIABILITIES (unaudited) AT 31 DECEMBER 2003 (US$) ASSETS Note Investments, at value (cost $2,600,000) Vietnam Investment Property Holdings Ltd.(KiDos Ice $600,000 Cream) Vietnam Investment Ltd. (AA Land) 500,000 VOF Investment Ltd. (Vinamilk) 1,498,694 --------- --------- Total investment holdings 3 2,598,694 Cash and foreign currency 6,842,957 Dividends and interest receivable 245 Prepaid expense 42,192 --------- Total Assets $9,484,088 ========= ========= LIABILITES Fund set up fee payable $359,717 Accrued nominated adviser fees 7,230 Accrued broker fees 8 7,230 Accrued custodian fees 8 4,882 Accrued directors fees 8 10,569 Accrued investment advisory fee 8 61,696 Other accrued expenses and payables 796 --------- --------- Total Liabilities $452,119 --------- NET ASSETS $9,031,968 ========= NET ASSETS consist of Par value, $0.01 per share 6 $95,000 Paid-in capital in excess of par value 9,405,000 Undistributed net investment income 20,432 Accumulated net realized loss on operations (552,816) Net unrealized appreciation of foreign currencies 64,352 --------- Total Net Assets $9,031,968 ========= ========= NET ASSET VALUE, price per share (9,500,000 shares of common stock issued) 7 $0.95 ========= VIETNAM OPPORTUNITY FUND STATEMENT OF OPERATIONS (unaudited) FOR THE PERIOD ENDED 31 DECEMBER 2003 INVESTMENT INCOME Note Interest 4 $20,432 --------- --------- Total Investment Income $20,432 EXPENSES Set up expenses $460,393 Investment advisory fee 8 61,696 Directors' fees and expenses 8 10,569 Transfer agent fees 8 7,230 Legal and audit fees 7,230 Custodian fees 8 5,425 Administration and accounting fees 274 --------- Total Expenses $552,816 --------- --------- NET OPERTATING LOSS $532,383 UNREALIZED GAIN ON INVESTMENTS Net unrealized appreciation of: Securities $ - Foreign currencies and net other assets 5 64,352 --------- --------- Net unrealized appreciation of investments $64,352 --------- NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS 9 $468,032 ========= VIETNAM OPPORTUNITY FUND STATEMENTS OF CHANGE IN NET ASSETS (unaudited) FOR THE PERIOD ENDED 31 DECEMBER 2003 Six Months Ended 12/31/2003 ------------ Net investment income $20,432 Net realized loss on operations during the period (552,816) Net unrealized appreciation of foreign currencies during the period 64,352 ------------ Net decrease in net assets resulting from operations during the period $(468,032) Distributions: Dividends to shareholders from net investment - income Distributions to shareholders from net realized - gain on investments Net increase (decrease) in net assets from Fund - share transactions ------------ Net increase (decrease) in net assets - NET ASSETS Beginning of period 9,500,000 ------------ End of period $9,031,968 ============ VIETNAM OPPORTUNITY FUND NOTES TO THE FINANCIAL STATEMENTS (unaudited) FOR THE PERIOD ENDED 31 DECEMBER 2003 1. THE FUND The Vietnam Opportunity Fund is a closed end investment company incorporated as an exempted company registered in Cayman Islands on 14 March 2003. It commenced operations on 24 September 2003, which established VOF as a 2003 vintage fund. The principle investment objective of the Fund is to achieve medium to long-term capital appreciation as well as to generate regular income by investing in listed and unlisted companies, debt, assets and other investment opportunities in Vietnam and neighboring Asian countries. It is currently anticipated that any gains will be distributed to shareholders as dividends on an annual basis. The shares of the Fund are listed on London Stock Exchange Alternative Investment Market (AIM). The Fund has been established with no fixed life but the Board of Directors of the Fund (BOD) considers it desirable that shareholders should have the opportunity to review the future of the Fund at appropriate intervals. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting The financial statements have been prepared under International Financial Reporting Standards. Under the International Financial Reporting Standards, the Fund will prepare a Statement of Operations which, unlike the total returns, does not differentiate between revenue and capital and also includes net investment gains. The Fund's investment management and administration fees and all other expenses will be charged through the Statement of Operations. Statement of Assets and Liabilities has been prepared in accordance with the historical cost convention. Translation of foreign currencies The Fund presents the financial statements in United States dollars ('US$'). All assets and liabilities denominated in foreign currencies at the balance sheet date are translated into United States dollars at the nominated exchange rates at that date. Transactions in foreign currencies occurring during the year are translated into United States dollars at any officially set exchange rate of the transaction dates. Realized or unrealized gains or losses are dealt with in the Statement of Operations. Revenue recognition Revenue is recognized when it is probable that the economic benefits will flow to the Fund and when the revenue can be measured reliably, on the following basis: Interest income is recognized on a time proportion bases taking into account the principle outstanding and the effective interest rate applicable. Investments Individual investments will be realized when the BOD believes the realization would be in the best interest of the Fund, which will ideally be within a five year time frame from the date of establishment of the Fund. All investments are initially recognized at cost, being the consideration given and including acquisition charges associated with the investments. Investments are subsequently re-measured at fair value. Listed investments are valued based on the last traded prices on the principal stock exchange where the securities are traded, provided that any such securities that are not freely transferable, not regularly traded, for any other reason subject to limited marketability, shall be valued at a discount. The amount of such discount is determined by the BOD in the absolute discretion or in a manner approved by the BOD. Unlisted investments, which are actively traded on the 'over-the-counter' (OTC) market, are stated at fair value based on price and market analysis of at least two independent brokers. Unlisted investments will initially be valued at historical cost, including any expenses relating to the respective acquisition. A revaluation of unlisted investments to a value in excess of or below cost may be made in the circumstances provided by and in accordance with the guidelines issued by the British Venture Capital Association or any other successor. Otherwise, they are revalued if there has been a revaluation event in relation to the holding which is considered relevant by the directors, or if there has been no such revaluation event, they are stated at cost, less any impairment losses in consideration by the BOD. The BOD will determine the impairment losses after giving consideration to cost, market conditions, current and projected operating performance and expected cash flows. The impairment losses are recognized in the Statement of Operations as they occur. Because of the uncertainty of the valuations, the Directors' estimated values may differ significantly from the values of such investments in the market. Unrealized gains or losses from the changes in fair value of the investments are recognized in the Statement of Operations as they occur. Realized gains or losses are dealt with in the Statement of Operations. Cash and cash equivalents Cash in hand or on deposit, bills and demand notes and accounts receivables denominated in US dollars shall be deemed to the full amount thereof, unless in any case the Directors shall have determined that the same is unlikely to be paid or received in full, in which case the value thereof shall be arrived at after making such discount as the directors may consider appropriate in such case to reflect to true value thereof. Any value other than in US dollars shall be translated at any officially set exchange rate or appropriate spot market rate as the Directors deem appropriate in the circumstances having regard, inter alia, to any premium or discount that may be relevant and to costs of exchange. 3. INVESTMENTS, AT VALUE As of 31 December 2003 (US$) Vietnam Investment Property Holdings Ltd. 1 $600,000 Vietnam Investment Property Ltd. 2 500,000 VOF Investment Ltd. 3 1,498,694 Related legal and transaction fees 1,306 --------- Total investment holdings, at cost $2,600,000 ========= Notes: (1) The Fund held Vietnam Investment Property Holdings Ltd. which owns 29.44 percent interest in AA Land. (2) The Fund held Vietnam Investment Property Ltd. which owns 30 percent interest in KiDos Ice Cream Corporation. (3) The Fund held VOF Investment Ltd. which owns 0.33 percent interest in Vinamilk in the amount of US$499,775. The initial capitalization of VOF Investment Ltd. is $1,500,000 reflects the US$1,306 in related set up costs and the cash of US$998,919. Investments are comprised of the following: Private investments Cost $1,097,000 Unrealized gains/losses 0 --------- $1,097,000 --------- Privatized investments Cost $ 499,775 Unrealized gains/losses 0 --------- $ 499,775 --------- Total investments $1,596,775 ========= Private investments As of 31 December 2003, the Fund had the following investments: Investment Industry Type Quantity Cost Market Value % Individual Investment % of Net Asset ------------ ---------- ------ ---------- ------ ------------- ------------- ------------- KiDos Ice Cream Food Shares 693,000 $497,000 $497,000 30.00 5.50 processing AA Land Property Shares 600,000 600,000 600,000 29.44 6.64 ------- ------- ------- Total $1,097,000 $1,097,000 12.14 ======= ======= ======= Notes: (1) The Fund held Vietnam Investment Property Ltd., which owns 30 percent interest in KiDos Ice Cream Corporation. KiDos Ice Cream is a pre- investment holding, which was transferred via an asset swap. The investment was acquired for a consideration of US$447,000 plus related acquisition cost of US$50,000. (2) The Fund held Vietnam Investment Property Holdings Ltd., which owns 29.44 percent interest in AA Land at a value of US$600,000. Privatized investment As of 31 December 2003, the Fund had one privatized investment: Investment Industry Type Quantity Cost Market Value % Individual Investment % of Net Asset ------------ ---------- ------ ---------- ------ ------------- ------------- ------------- Vinamilk Dairy Shares 50,000 $499,775 $499,775 0.33 5.53 products Note: The Fund held VOF Investment Ltd., which owns 0.33 percent interest in Vinamilk purchased on the OTC market from the Military Bank of Vietnam. 4. NET INVESTMENT INCOME The amount of net investment income as of 31 December 2003 of US$20,432 is the interest income from fixed and non-fixed deposits in bank. Among these, there is an amount of US$2,471 converted from the Euro at an exchange rate of 1.23637. 5. UNREALIZED GAIN ON INVESTMENT The amount of US$64,352 accounts for unrealized gain on investment as a result of the exchange fluctuation of cash in bank. 6. ISSUED CAPITAL 31 December 2003 (US$) Authorized: 50,000,000 ordinary shares of US$0.01 each $500,000 Issued, allotted: 9,500,000 ordinary shares of US$0.01 each $95,000 7. NET ASSET VALUE PER SHARE The calculation of the net asset value per share is calculated based on the net asset attributable to the shares as at 31 December 2003 of US$9,301,968.83 or US$0.95 per share. 8. FEES The management and performance fees are calculated based on the net asset value of the Fund. Management fee VinaCapital is entitled to receive an aggregate annual fee from the Fund payable monthly in arrears at the rate of 2.5 percent of the net asset value of the Fund. Performance fee VinaCapital is also entitled to a performance fee amounting to 20 percent of the returns received by the Fund in respect of individual investments over an annualized hurdle rate of 10 percent compounded for each year or fraction of the year during which such investments are held. Investment Management Agreement The Investment Management Agreement contains an indemnity in favor of the Manager against claims by third parties except to the extent that the claim is due to the negligence, willful default or fraud of the Manager or any party to whom the Manager has delegated any of its functions. The Agreement may be terminated by either party giving to the other not less than six months' notice expiring on or at any time after the second anniversary of the commencement date of the Agreement or otherwise in circumstance (inter alia) where one of the parties has a receiver appointed over its assets or if an order is made or an effective resolution passed for the winding-up of one of the parties. Directors' fee The fees payable to the Chairman and the other Directors are subject to the amount of $10,000 each per annum. These fees may be waived at the discretion of each Director. Custodian, Administration and Registrar fee HSBC is appointed as custodian of the assets of the Fund and as registrar and administrator of the Fund. HSBC is entitled to receive an annual fee from the Fund of the higher of US$18,000 or 0.08 percent of Net Asset Value per annum with regard to the custody services to be provided and an annual fee of $2,000 for registrar services. 9. TAXATION Under the law of the Cayman Islands, the Fund is not required to pay any tax to be levied on profits, income, gains or appreciations and in addition, no tax to be levied on profits, income, gains, or appreciations or which is in the nature of estate duty or inheritance tax on the shares, debentures or other obligations of the Fund or by way of withholding in whole or part of a payment of dividend or other distribution of income or capital by the Fund to its members or a payment of principal or interest or other sums due under a debenture or other obligation of the Fund. The only Government charge to the Fund in the Cayman Islands is an annual charge calculated on the nominal value of the authorized share capital of the Fund which will not exceed $660 per annum at current rates. Under Vietnamese laws, upon remitting profits and dividends abroad or retaining profits abroad (including gains made on capital transfers), the Fund is subject to the tax on the amounts remitted at the rates ranging from 3 to 7 percent. However, the profit remittance tax has been removed effective 1 January 2004 in accordance with the newly introduced Law on Business Income Tax. If the Fund disposes of its interest in its BVI subsidiaries, any gain will not be subject to income tax or capital gains tax. 10. REPORT DISTRIBUTION Copies of the report have been sent to shareholders and will also be available, free of charge, from the offices of Grant Thornton Corporate Finance, Grant Thornton House, Melton Street, Euston Square, London NW1 2EP or VinaCapital Investment Management Limited, Unit 1703, Sun Wah Tower, 115 Nguyen Hue Boulevard, District 1, Ho Chi Minh City, Vietnam, for a period of 30 days from the date of the report. This information is provided by RNS The company news service from the London Stock Exchange
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