Thiet ke Bao cao thuong nien - Vina 2008 (vnl)

VinaLand Limited
Annual Report 2008

2 VNL 2008 Annual Report

Contents VinaLand Limited (‘VNL’)
Annual Report 2008

Section 1 Introduction
Overview 3
Chairman’s Statement 5

Section 2 Manager’s Report
State of the Economy 8
Investment Environment 10
Portfolio Performance 12
Featured Investments 18

Section 3 Financial Statements and Reports
Report of the Board of Directors 24
Independent Auditors’ Report 26
Consolidated Financial Statements 27
Notes to the Consolidated Financial Statements 32

VNL 2008 Annual Report 1

Vietnam’s overcrowded, low-rise inner cities offer VinaLand the opportunity to benefit from urban regeneration and development stretching many years into the future.


VNL Overview
VinaLand Limited (‘VNL’) is a closed-end fund trading on the London Stock
Exchange (AIM). Launched in 2006, VNL is the largest listed fund for investment
in Vietnam’s emerging real estate sector. The fund focuses on key growth
sectors including residential, office, retail, hospitality and leisure, and township/
industrial properties. The manager’s objective is to provide shareholders with an
attractive level of income as well as creating a potential for capital growth.

VINALAND DETAILS
Size of fund: USD804 million (NAV as of 30 June 2008)
Term of fund: Vote every seven years to wind up fund
Maximum investment: 20% of NAV in any one project
Geographic focus: Vietnam, Cambodia, Laos and southern China _ at least 70% invested in Vietnam
Fund structure: Cayman company traded on London Stock Exchange (AIM)
Auditor: Grant Thornton (Vietnam)
Nominated Advisor: Grant Thornton UK LLP
Custodian: HSBC Trustee
Lawyers: Lawrence Graham (UK)
Maples & Calder (Cayman Islands)
Broker: LCF Rothschild
Manager: VinaCapital Investment Management Limited
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 watermark


Chairman’s Statement
With this 27.8 percent increase in its NAV, VNL was the best The strategy for the foreseeable future will be to partially
performing Vietnam-dedicated fund for the year, and became or fully divest from select projects in the portfolio, while
the largest listed fund for investment in Vietnam. increasing focus on projects that have entered the
construction phase. A number of exit strategies such as
VNL’s performance, in terms of NAV increase, came not only
private equity co-investment, trusts and other forms of sale
during the heady days at the end of 2007, but also into 2008,
are being explored.
when the fund booked moderate valuation increases and
divested a minority stake in a large project to an international While recognising the challenges posed by the current global
co-investor. and domestic environment, the Board remains confident in
VNL’s prospects for the future. The Board believes that VNL’s
As the 2008 financial year ended, VNL was in an excellent
real estate team is the strongest in Vietnam, featuring a new
position to continue its strong performance, with a diverse
managing director with a proven track record of development
portfolio of projects at various stages of development,
success. Against the turmoil and volatility of the global capital
including Vietnam’s top portfolio of operating assets in the
markets, investment in real estate offers the certainty of
hospitality sector.
developing and managing tangible assets in the residential,
Dear Shareholders, In the third quarter of 2008, however, the global financial retail, office and hospitality sectors, which are clearly so sorely
crisis affected us all, Vietnam included, and had an immediate lacking in Vietnam. VNL will continue to break new ground as
We are pleased to present the annual financial statements
impact on VNL’s share price, which dropped to a substantial the country continues its inevitable path of growth.
of VinaLand Limited (AIM: VNL.L) for the year ended
discount to net asset value. As a result of these events the
30 June 2008.
Board determined it was prudent to review the carrying
Vietnam’s real estate market was the centre of attention in late values of all properties in the portfolio, the results of which
2007 and early 2008 as the economy went through a period are presented in the subsequent events note of the Financial
of exuberant growth followed rapidly by sharp adjustments to Statements for the year ended 30 June 2008.
combat high inflation and a rising trade deficit.
The Board of Directors is concerned about this discount and
During 2007 Vietnam’s real estate sector saw prices double or is exploring all options to protect shareholder value. We
triple as an environment of strong economic growth and easy recognise, however, that VNL’s best means to preserving
credit led to rampant speculation. This run came to an end shareholder equity is the portfolio itself, which through its
when inflation worsened in early 2008 and the government strength and diversity allows the investment manager to
put the brakes on the economy by raising interest rates and select and prioritise projects and only advance those that
sharply restricting credit. As a result the real estate sector have the best potential returns on investment at a given
entered a down cycle for the remainder of the financial year. point in time.

In this difficult environment for domestic developers, VNL had VNL is in the enviable position of having no debt at the fund Thank you for your ongoing support.
a very good year that saw the fund increase its net asset value level. This important fact does not appear to be recognised
Horst F. Geicke, Chairman
at 30 June 2008 to USD804 million, or USD1.61 per share, from by the wider market and investors’ sudden pull-back from
VinaLand Limited
USD628 million, or USD1.26 per share, at the end of investing in close-ended emerging market funds (generally
15 November 2008
30 June 2007. perceived as highly leveraged).


The Novotel Hanoi On The Park will be marketed as a ‘resort within the city’ due to its unique location.


State of the Vietnam’s economy over the first half of 2008 endured painful
adjustments following the exuberance of 2007. Vietnam in 2007
saw strong GDP growth of 8.5 percent – reaching a ten-year
limiting lending for securities purchases to 20 percent of
charter capital for all banks, limiting domestic credit growth to
30 percent for 2008, introducing obligatory one-year

Economy average of 7.5 percent – and foreign direct investment (FDI) at
a record USD20.3 billion. Industry, manufacturing and services
all grew rapidly, with the construction sector leading the way
7.8 percent SBV bond purchases for all banks, and increasing
interest rates from 8.75 percent at the beginning of the year
to 14 percent by the end of June. In addition, controls on
due to a booming real estate market. foreign exchange conversion were tightened and public
expenditure was scaled down, including a 10 percent
Vietnam in 2007 continued the trend of becoming an
spending cut across all government ministries.
increasingly open economy, with the ratio of total trade
(exports plus imports) to GDP at 153 percent, second only to As part of the policy package, the government reduced
Malaysia in the region. the official GDP growth target for 2008 from 9 percent to
7 percent.
The surge in foreign investment in 2007 led to increased
imports, in particular machinery and equipment, and a What followed was a period of great turbulence, as a market
worsening trade deficit at over USD12 billion. This put strong “priced for perfection” at high valuations adjusted to the new,
pressure on the country’s foreign exchange reserves. There more restrictive environment. The first and most obvious
was concurrently a rise in inflation due to commodity costs casualty was the capital markets as represented by the
and an expansionary monetary and fiscal policy to facilitate Vietnam Index, which fell a precipitous 60 percent over the
economic growth. Broad money supply and domestic credit first half of 2008.
grew a staggering 46 and 54 percent, respectively, when the
The tightening policies put strong pressure on bank liquidity
State Bank of Vietnam (SBV) opened its coffers to domestic
and placed smaller banks at extreme risk. Meanwhile, the
lenders to fund real estate deals and imports.
currency came under pressure due to the rising deficit, with
By the end of 2007, inflation as measured by the consumer the spread between the official and open market rates peaking
Vietnam needs to focus on price index reached 12.6 percent. In early 2008 inflation at over 15 percent in the second quarter of 2008. Both foreign
continued to rise, reaching 19.4 percent year-on-year at the and domestic economic analysts, previously highly bullish on
its ability to absorb foreign end of the first quarter. The trade deficit also continued to the Vietnamese economy, suddenly began to sound dire
climb, to USD7.4 billion at the end of the first quarter. and pessimistic, including comment that Vietnam may be
direct investment, in terms heading toward a financial crisis similar to Thailand in 1997.
A time to act
of infrastructure, expertise Faced with an overheating economy, the government chose to
As the second half of 2008 began, however, it was clear that
the government policy package was beginning to have its
act. In early April 2008, the government made the difficult but
and labour. necessary decision to slow growth by fighting inflation and the
intended effect. Month-on-month inflation, averaging
3 percent monthly over the first half of 2008, slowed notably
deficit through sharp cutbacks to credit and spending.
in June and has fallen further since, to a rate of under one
A comprehensive policy package was announced that included percent month-on-month during the third quarter of 2008.


There was also a marked improvement in the trade deficit, (items that may not see a sharp drop in demand) will protect it
which reached USD14.9 billion at the end of the first half of somewhat from the global slowdown.
2008 but began to slow its growth by June. The threat to the
In the medium term, Vietnam’s young, educated population
Vietnam dong eased as a result, and by the end of the first half
and emerging middle class will continue to drive economic
the official and open market exchange rates were nearly even.
growth and development. The rise in consumer spending
and services, and growing demand for modern urban spaces,
Outlook will continue. The industrial base will be strengthened as oil
Overshadowed by the market turmoil was the continued surge
refineries come online in 2009 and transport infrastructure
in FDI, with USD30.6 billion in new commitments registered in
improves. The global economic situation will slow, not stop,
2008 to June, 50 percent higher than the full-year record set
Vietnam’s inevitable growth.
in 2007. Several multi-billion dollar projects were recorded in
steel production and real estate development.
Breakdown of FDI in to Vietnam H1 2008 vs 2007 Vietnam: Some Economic Factors H1 2008 vs 2007
Growth slowed to 6.5 percent over the first half of 2008
(versus 7.4 percent in the first half of 2007). However, as
USDbn
expectations moderated around the lower growth rate
the outlook for the remainder of the year looked positive. USDbn
18 17.3
Unfortunately, the global economy took a sudden turn for the 2007 70 2007
worse at the end of the third quarter of 2008. This has clouded 15 H1 2008 60.8 H1 2008
13.2 60
the short to medium-term outlook for Vietnam, even as the
12 50 48.4
country’s fundamentals continue to be strong. 44.6
9.4
40
Near the end of the year, the government wavered only 9
31.6
7.0 29.7
slightly in loosening its fiscal and monetary stance to allow 30
6
faster GDP growth. Controlling inflation and maintaining 20
20.3
14.9
financial stability remain the top economic priorities. In the 3
12.4
context of the dire global economic situation, the government 1.2 10 5 4.9
0.3 0.3 0.2
will likely use a flexible interest rate policy as a primary tool to 0 0
contain inflation while minimising potential liquidity risks in Industry Real estate Others Agriculture, Import Export Trade deficit FDI Disbursed FDI
& construction forestry & aquaculture
the banking system, to help weak banks survive and to avert
any potential rise in real estate loan defaults.

Vietnam needs to focus on its ability to absorb the FDI influx, Some 478 new FDI projects were registered with a total capital of Exports reached USD29.7bn in the first half of 2008, up 31.8 percent
in terms of infrastructure, expertise and labour. The global USD30.9bn. Together with USD661m supplementary capital in year-on-year. Imports rose to USD44.5bn, up 60.3 percent against
158 projects, total FDI over H1 2008 reached USD31.6bn, a 3.7 fold 2007. Over the first half this resulted in a deficit of USD14.9bn, higher
financial crisis will have an impact on Vietnam chiefly in the increase year-on-year over 2007. Disbursed FDI over H1 2008 was than the trade deficit for the whole of 2007. The largest component
potential slowing of FDI disbursement. In other areas, the USD4.9bn, on track to reach the annual target of USD10bn. of imports was machinery and equipment, accounting for 15.7 percent
country’s diverse export base and numerous low-cost exports of the total.


Real Estate
Investment Environment

The tight credit environment in 2008 hit property developers about USD45/sq.m, with new buildings in prime locations
particularly hard as project financing was difficult to obtain. asking USD80-100/sq.m. Grade B and C occupancy rates are

The cycle of economic As a result, residential retail sale prices for land, villas and
apartments dropped significantly during the first six months
above 80 percent. There will be some softening of demand
due to the global economic slowdown, but the related

growth has created a new of 2008. However other real estate sectors such as office and
retail rentals have remained strong.
slowdown in the supply of facilities coming online due to high
construction and debt costs may balance this out.

consumer group of middle Residential Retail shopping
class professionals who need The residential retail market in Vietnam experienced rapid
growth in late 2006 and 2007 and in some instances residential
Vietnam topped the A.T. Kearney 2008 annual list of
emerging opportunities for global retailers. This reflects the

mid-tier residential and office retail sales prices increased by 100 percent or more. This was
driven by high liquidity and significant speculation among local
high demand and underdeveloped supply of modern retail
space, and that under WTO regulations, 100 percent foreign

space, and modern leisure buyers, and was not sustainable in the longer term. During
2008 the economic slowdown and reduction in prices has
ownership of retail chains will be possible in 2009. The supply
base in Ho Chi Minh City is only 500,000sq.m in 15 retail

and retail environments. ‘normalised’ the previously overheated residential market
and returned it to a sustainable pace for the medium to long
centres and department stores (and even less in Hanoi). Retail
centres have very high levels of occupancy and there are
term. Despite the 2008 residential slowdown, with a large few ‘purpose-built’ facilities. Meanwhile, increasing average
young population the fundamental demand for low to mid-tier incomes have led to new consumption patterns and a pent-up
residences is expected to remain strong. The wholesale real demand for facilities that rival those in other regional cities.
estate market has not seen the drop in prices evident in the With large foreign conglomerates circling for opportunities,
retail market. However, margins for developers have been Vietnam’s retail market is one of great potential.
squeezed by rising construction costs and the cost of debt.
Hospitality
Office The hospitality sector remains strong as the demand continues
In office rentals the momentum has not slowed, with Grade A for both city hotels and seaside resorts. There is in particular
and B office rentals in Hanoi and Ho Chi Minh City remaining a shortage of luxury rooms, with a supply of 7,600 rooms at
high. There is an extreme supply shortage in the central the 3-5 star level in Ho Chi Minh City. International visitors are
business districts, with 100 percent occupancy in the Grade A on the rise, increasing at a consistent 15-20 percent yearly
office market. Average rental rates for Grade A space are rate. The top countries in terms of visitors to Vietnam are


China, South Korea, USA, Japan and Thailand. Room rates are
increasing, particularly for 5-star hotels, but expected to soften
in 2009 due to impact of global slowdown.

Outlook
The cycle of economic growth has created a new consumer
group of middle class professionals who need mid-tier
residential and office space, and modern leisure and retail
environments. This will be boosted further in the next
2-3 years by the surge in FDI commitments and disbursements
in 2008. The tight credit environment alongside continued high
FDI growth points to a serious supply squeeze, both presently
and in the next few years, this will create an excellent
opportunity for cash-rich investors to acquire properties
which are distressed or now available at more realistic prices.
Restricted credit will likely limit supply further and lengthen
the period of excess demand by at least another two years.


Portfolio Performance
The year ending 30 June 2008 saw great turbulence for the to intrinsic growth in the value of holdings.
Vietnamese market. Real estate developers were challenged
During the year, construction commenced on several projects
Vietnam, particularly as by rising costs for materials and, at the beginning of 2008,
a restricted credit environment.
in Hanoi, Danang and Nha Trang, principally involving leading
international hotel brands such as Sheraton and Accor’s
part of WTO accession, is VNL nonetheless had a stellar year, with net asset value at
30 June 2008 rising to USD804 million, or USD1.61 per share,
Novotel and Mecure. Construction also began on the World
Trade Center Danang and on the first of two golf courses at the
putting renewed emphasis from USD628 million, or USD1.26 per share at 30 June 2007.
This 27.8 percent increase reflects the fact that numerous
Danang Beach Resort.
The hospitality portfolio benefited from a very strong year in
on the quality of its built projects in the portfolio increased in valuation due to reaching
development milestones – such as receiving an investment
international travel, as well as improvements to the asset base
including the rebranding of two hotels, with the Movenpick
environment, including
licence, contruction permit, or groundbreaking – in addition to
Hotel Saigon complete during the financial year, and the
fundamental increases in the value of land.
Movenpick Hotel Hanoi set to open under its new flag in the
environmental, economic VNL’s share price at 30 June 2008 was USD1.22, down slightly
from the previous year’s close of USD1.26. For most of the
fourth quarter of 2008.
VNL’s development and advisory service, VinaCapital Real
and social concerns. year, VNI traded at a premium to its NAV, as it has done since
inception in March 2006. However, changing global and
Estate Ltd, remains the most experienced team of real estate
experts in Vietnam. Near the end of the financial year, David
domestic credit conditions and the perception generated by
Henry joined as managing director, at the helm of a group of
declines in Vietnam’s residential retail prices caused the share
almost 80 investment and development professionals.
price to fall at the end of the financial year. The onset of global
financial crisis in September and October 2008 resulted in a
further pullback from emerging market funds, and the share
Outlook
With the fund now invested in 36 projects and 5 operating
price fell sharply.
hospitality assets across Vietnam, VNL is in an excellent
VNL acquired 15 new assets during the year, moving from position to focus on the development of the highest potential
26 to 41 projects in the portfolio. At the end of June 2008, projects during the upcoming year. Vietnam, particularly as
the portfolio had a geographic breakdown (by NAV) of part of WTO accession, is putting renewed emphasis on the
46.6 percent in Ho Chi Minh City, 36.5 percent in the central quality of its built environment, including environmental,
region (namely Danang, Hoi An and Nha Trang), and economic and social concerns. With the greater stress on
16.9 percent in Hanoi. The Ho Chi Minh City projects responsible development, VNL considers its projects to be at
include several outside city limits, in the fast-growing the forefront of sustainable planning and design.
neighbouring province of Dong Nai, for example.
The coming year sees the challenge of a global economic
The VNL portfolio is divided by sector into hospitality, slowdown and restricted access to credit. Given the high
township/large scale, landmark mixed-use, residential, and demand for real estate across all sectors, however, the
office developments. In addition, VNL has several projects greatest profit in coming years will be recognised by those
considered land banking. The 2008 financial year saw the companies able to press forward with development plans and
hospitality and township sectors grow at the fastest rate, due quickly bring quality projects to market. In this regard, VNL has
in the former case to new acquisitions and in the latter mainly excellent prospects despite the difficult market conditions.


Portfolio by sector 2008 vs 2007 Number of invested projects

USD804m USD628m 30 Jun 2007 31 Dec 2007 30 Jun 2008
100% NAV per share 1.26 1.31 1.61
3.3% Oﬃce/retail 4.6% Oﬃce/retail

No. of invested projects 26 38 41
20.2% Residential 16.1% Residential
80%

15.0% Mixed-use 18.1% Mixed-use NAV and Share Price Performance (to 30 June 2008)
60% $1.80
1.61
$1.60
$1.40
40% $1.20
44.8% Township 28.7% Township
/large-scale /large-scale 1.22
$1.00
$0.80
20%
$0.60
$0.40
16.7% Hospitality 32.6% Hospitality
$0.20
0%
$0.00
2008 2007
Mar-06 Jun-06 Aug-06 Oct-06 Dec-06 Feb-07 Apr-07 Jun-07 Aug-07 Oct-07 Dec-07 Feb-08 Apr-08 Jun-08 Aug-08 Oct-08

Portfolio by location 2008 vs 2007 VNL’s NAV per share VNL’s Share Price

USD804m USD628m
100%

80%
46.6% Ho Chi Minh City 54% Ho Chi Minh City
region region

60%

40%

36.5% Central provinces 21% Central provinces

20%

16.9% Hanoi 25% Hanoi

0%

2008 2007


Top holdings by region

Hanoi
Hanoi
Type Status
Hilton Hanoi Opera Hotel Hospitality Operating asset
Movenpick Hotel Hanoi Hospitality Operating asset
Golden Westlake apartments Residential Marketing underway
Times Square Hanoi Mixed-use Investment licence

Danang
Type Status
Danang Beach Resort Mixed-use Under construction
World Trade Center Danang Mixed-use Under construction
Danang Sheraton Hoi An Resort and Spa Hospitality Under construction

Nha Trang
Type Status
Sheraton Nha Trang Hotel and Spa Hospitality Under construction
Vinh Thai Nha Trang Township Township Investment licence

• Hanoi investments focus on two premier hotels Nha Trang
Ho Chi Minh City and region
alongside residential and retail projects. Type Status
• Danang is a rapidly growing coastal city. VNL Movenpick Hotel Saigon Hospitality Operating asset
has invested heavily in hospitality, office and Central Garden apartments Residential Marketing underway
conference facilities. Dai Phuoc Lotus Township (Dong Nai) Township Investment licence
HCM City Fideco Township (Binh Duong) Township Investment licence
• Nha Trang is another centre of tourism in Vietnam.
Aqua City (Dong Nai) Residential Under construction
• HCM City and region as the nation’s economic hub Sunrise City apartments Residential Investment licence
is home to many projects across all sectors. VinaSquare Tower Office/retail Investment licence


The Movenpick Hotel Hanoi is the second Movenpick-flagged hotel in Vietnam.
The hotel will be positioned at the upper end of the four-star business hotels in central Hanoi.


Construction of the Golden Westlake apartments in Hanoi is nearing completion.


The 260ha Danang Beach Resort will feature a five-star J.W. Marriott hotel and two golf courses,
the first designed by Greg Norman and now under construction.


Feature
Investments

Times Square Hanoi Movenpick Hotel Hanoi
Times Square Hanoi is a landmark upscale mixed-use The Movenpick Hotel Hanoi is a four-star business hotel in
development on a 40,000sq.m site in My Dinh District, Hanoi. central Hanoi. It is the second Movenpick-flagged hotel in
The site is surrounded by high profile buildings including Vietnam, alongside the Movenpick Hotel Saigon. The former
the National Convention Centre, a Big C supermarket, the Guoman Hotel was renovated and rebranded in 2008.
Viglacera building and the future Hanoi residence for visiting Some 360sq.m of back-of-house area was transformed into
provincial delegates and officials. Times Square Hanoi is a additional meeting and conference facilities, and an additional
perfect combination of form and function, as the 63,000sq.m 300sq.m was leased to an international gaming operator.
retail, 17,000sq.m office, and 300-room hotel space will merge
beautifully with the surrounding streetscape and amenities.

Type Mixed-use urban development. Type Hospitality.
Location My Dinh, Hanoi. Location Hanoi CBD.
Size/area Total GFA 230,000sq.m. Size/area 154 rooms, 2,950sq.m.
Status Invest licence received; Status Operating asset.
groundbreaking Q4 2008. Ownership VNL 55.6%.
Ownership VNL and VOF 65%. Highlights Renovated and rebranded in 2008.
Highlights Expected completion of office tower in 2010.


Novotel Hanoi On The Park Hotel Danang Beach Resort World Trade Center Danang
The Novotel Hanoi On The Park Hotel will be a 389-room Located less than 20 minutes from Danang International Facing the beautiful Han River and only a short walk from the
four-star hotel on a pristine site overlooking Hanoi’s airport and the UNESCO World Heritage site of Hoi An, the city centre, the World Trade Center Danang will be the most
Reunification Park. The hotel will feature one of the biggest Danang Beach Resort is destined to be the ultimate resort spectacular mixed-use development in Danang, a coastal city
conference facilities and ballrooms in central Hanoi. The destination in Vietnam. This 260ha resort development and one of Vietnam’s top tourism destinations. The World Trade
location and amenities will allow the hotel to position itself features two spectacular 18-hole championship golf courses, Center covers 333,178sq.m of built-up area, to be constructed
as a ‘resort within the city’ in addition to serving the business the first designed by internationally renowned course designer in three phases that will see completion in 2017. The 9ha site
market. This hotel, slated to open in 2010, will be managed Greg Norman. The integrated resort will include the 5-star J.W. will be transformed into a complete urban complex comprised
by Accor. Marriott Danang hotel with 270 rooms and 196 villas offering of a commercial centre, international-standard hotel, office,
a panoramic view of the mountains, beach and serene golf convention centre, high-end apartments, an international school
courses. Also featured will be a convention and exhibition and townhouses. Phase 1, to be completed in 2011, will feature
centre, and a recreational marina alongside a second hotel. a five-star hotel, 246 upscale apartments and 36,960sq.m of
retail shopping centre. Ground work is now in progress.

Type Hospitality. Type Mixed-use hospitality. Type Mixed-use urban development.
Location Hanoi CBD. Location Danang City in central Vietnam; Location Danang City, central Vietnam.
Size/area 389 rooms, 10,311sq.m. 10km from an international airport. Size/area 9ha.
Status Under construction. Size/area 260ha. Status Ground work underway.
Ownership VNL 39%. Status Investment licence received, Ownership VNL/VOF and a European partner hold
construction of first golf course underway. 100% in an FIE licence.
Highlights Expected to open in 2010.
Designed as ‘resort within the city’ given Ownership VNL 75%. Highlights Riverfront landmark project in downtown
secluded location within Reunification Park. Highlights J.W. Marriott beachfront hotel to open in 2011. Danang featuring five-star hotel,
Features two 18-hole championship golf courses luxury apartments, retail, office, school,
with the first designed by golf legend Greg Norman. and convention centre.


VinaSquare Tower Saigon Design Center
VinaSquare is a landmark development on 31,829sq.m Located in the commercial business area of Phu My Hung
in the bustling centre of District 5 in Ho Chi Minh City. in District 7, Ho Chi Minh City, the Saigon Design Center will
Surrounded by hospitals, universities, and the densely provide 13,937sq.m of B-Grade office and retail space, on a
populated Cho Lon commercial area (Chinatown), the land area of 2,475sq.m. The unique spiral design will make
mixed-use VinaSquare project combines over 254,557sq.m the Saigon Design Center a landmark building in District 7. The
of B-Grade retail and office space with 1,286 mid-and structure will also provide parking for 126 cars and
high-end spacious apartments. 161 motorbikes. The site is cleared with ground work underway.
Expected completion date is Q4 2010.

Type Mixed-use urban development. Type Office and retail.
Location China town, District 5, HCM City. Location Phu My Hung, District 7, HCM City.
Size/area 31,829sq.m, GFA 254,557sq.m. Size/area 2,475sq.m, GFA 13,937sq.m.
Status Investment licence received. Status Investment licence received,
Ownership VNL and VOF hold 49%. ground work underway.
Highlights Prime location in the heart Ownership VNL 80%.
of HCM City’s Chinatown. Highlights Located in Phu My Hung,
the top suburb of HCM City.


Dai Phuoc Lotus Township Movenpick Hotel Saigon Sheraton Nha Trang Hotel and Spa
Dai Phuoc Lotus is a landmark resort-style urban development The Movenpick Hotel Saigon is a 249-room, five-star hotel The Sheraton Nha Trang Hotel and Spa is the first
project in Nhon Trach district, Dong Nai province, one of located in fast-growing Phu Nhuan district, minutes away internationally recognised hotel brand on the coastline of
southern Vietnam’s key regions of economic development. from Tan Son Nhat International Airport. This was the first Vietnam. Nha Trang continues to prosper from increasing
The island development, in the shape of a boat, will create Movenpick _ branded hotel in Vietnam, after the former investment in the leisure and tourism sector, and its popularity
a distinctive living environment. The 200-hectare project will Omni Saigon Hotel was re-branded under the management with both domestic and international tourists. The hotel
transform the area with office buildings, shopping centre, of the Swiss group, which now also manages the Movenpick will open in 2009 and will include 1,183sq.m of conference
residences, marina, recreational facilities, hotels, and Hotel Hanoi. From March 2007 to March 2008 the average facilities, expected to attract a large proportion of conference
public facilities in the midst of parks and lakes. room rate at this hotel rose from USD68 to USD123 per night. and event-related business to the coast via cross selling with
the Sheraton hotels located in Ho Chi Minh City and Hanoi.

Type Township. Type Hospitality. Type Hospitality.
Location Nhon Trach, Dong Nai Province Location Phu Nhuan (near airport), HCM City. Location Nha Trang, central Vietnam.
(HCM City region). Size/area 249 room, 8,657sq.m. Size/area 282 rooms, 3,690sq.m.
Size/area 200ha. Status Operating asset. Status Under construction.
Status Investment licence received; Ownership VNL 52.5%. Ownership VNL 62.9%.
infrastructure construction underway.
Highlights First Movenpick branded hotel in Vietnam Highlights Expected to open in Q2 2009 as the first
Ownership VNL 54%. and the only five star hotel near major international hotel brand
Highlights Unique island development with access HCM City’s international airport. on the coast of Vietnam.
to HCM City by road and riverway.


Board of Directors


HORST F. GEICKE, Chairman BRUNO SCHÖPFER, Director
Horst F. Geicke is Chairman and Co-founder of VinaCapital a recognised authority on land administration and planning Mr. Schöpfer has a distinguished 25-year career in hotel,
Group Limited. He has resided in Asia for almost 30 years and matters and has provided advice in these areas to several real estate and consumer goods management, including
has over 25 years of operating and investing experience in the Asian governments as well as the US State Department. He is 15 years in operational positions with leading Asian luxury
region, having made several financial and strategic investments also a Justice of the Peace, and a former Deputy Chairman of hotel companies. From 1992 to 1997, he oversaw Mandarin
in Vietnam, including the establishment of a manufacturing the Hong Kong Town Planning Board and a former member Oriental’s worldwide operations with over USD 1 billion in
plant for his family business. Mr. Geicke also co-founded the of the Hong Kong Housing Authority. Mr. Brooke also sits hotel assets. In 1997, Mr. Schöpfer was Managing Director
Pacific Alliance fund management group, which has more than as a Non-executive Director on the Boards of a number of of Mövenpick’s Asian operations and from 1998 to 2003
USD2 billion in assets under management. Mr. Geicke was public companies including Shanghai Forte Land Company Managing Director and CEO of Mövenpick Holding, the
the President of the German Chamber of Commerce in Hong Limited, one of China’s largest residential developers and well-known Swiss premium hospitality company, with interests
Kong for four years and in 2005, became the president of the Majid Al Futtaim Investments, one of Middle East’s leading in consumer goods, restaurants, and hotels. Until 2005,
European Chamber of Commerce in Hong Kong. Mr. Geicke shopping centre developers. Mr. Brooke has a degree in Mr. Schöpfer was Chairman of Mövenpick Hotels and
has a Masters degree in Economics and Business Law from the Estate Management and a Post Graduate Diploma in Business Resorts Ltd. He is currently a consultant to several hospitality
University of Hamburg, Germany. Administration from the University of London. developers and runs two companies in these fields.

DON LAM, Director NGUEN KHOONG TONG, Director
Don Lam is Co-founder and Chief Executive Officer of Mr. Tong is the co-founder and Group Managing Director of
VinaCapital Group Limited. He has overseen the Bukit Kiara Properties (BKP), a premier real estate developer
Group’s growth from manager of a single USD10 million fund of lifestyle homes in Kuala Lumpur, Malaysia. He was also
in 2003 into a full-featured investment house managing four formerly an Executive Director of Sunrise Berhad, a publicly
funds worth almost USD2 billion and offering a complete listed real estate developer in Malaysia. In BKP and formerly
range of corporate finance and real estate advisory services. Sunrise, Mr. Tong spearheaded the conceptualisation and
Before founding VinaCapital, Mr. Lam was a partner at development of over 3,000 high-end residential homes, and
PricewaterhouseCoopers (Vietnam) Limited, where he led the initial master planning of Mont’ Kiara, the most sought
the Corporate Finance and Management Consulting practices after expatriate suburb in Kuala Lumpur. He was strategic
throughout the Indochina region. Mr. Lam has also held in creating the exit from Sunrise for his family shareholding
management positions at Deutsche Bank and at the end of 1996, just prior to the Asian financial crisis
3
Coopers & Lybrand in Vietnam and Canada. in 1997. Mr. Tong is also a member of the investment 4 2
committee and an independent director of both KSC Capital, 1 5
NICHOLAS BROOKE, Director a dynamic unit trust management company in Malaysia,
Mr. Brooke is the Chairman of Professional Property Services and Accelera Ventures, a boutique Pacific Rim growth fund
Limited, a Hong Kong-based real estate consultancy that in Hong Kong. Mr. Tong has a Bachelor of Arts degree in 1. Horst F. Geicke, Chairman
provides a select range of advisory services across the Architecture from the University of Manchester, United 2. Don Lam, Director
Asia Pacific Region. Mr. Brooke is a former President of the Kingdom, and a Masters of Business Administration degree, 3. Nicholas Brooke, Director
Royal Institution of Chartered Surveyors and was the first majoring in Real Estate, from the Wharton School, University 4. Nguen Khoong Tong, Director
overseas surveyor to be accorded that honour. Mr. Brooke is of Pennsylvania, USA. 5. Bruno Schöpfer, Director


Report of the Board The Board of Directors submits its report together with the
consolidated financial statements of VinaLand Limited
(“the Company”) and its subsidiaries (together “the Group”)

of Directors for the year ended 30 June 2008 (“the year”).

The Group
VinaLand Limited is incorporated in the Cayman Islands 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.

Particulars of the Group’s principal subsidiaries and associates
are set out in notes 6 and 11.

Principal activities
The Company’s primary objective is to focus on key growth
segments within Vietnam’s emerging real estate market,
namely residential, office, retail, industrial and leisure projects
in Vietnam and the surrounding countries in Asia to provide
shareholders with an attractive level of income and capital
growth, from investing in a diversified portfolio of mainly
property investments.

The principal activities of the subsidiaries are property
investment and hospitality management.

Results and dividend
The results of the Group for the year ended 30 June 2008
and the state of its affairs as at that date are set out in the
consolidated financial statements on pages 27 to 60.

The Board of Directors do not recommend a payment of dividend
for the year ended 30 June 2008 (30 June 2007: USDnil).

Board of Directors
The members of the Board of Directors of the Company during
the year and to the date of this report are as follows:


Name Position Appointed/Resigned on Board of Directors’ responsibility in respect consolidated balance sheet, consolidated statement of
Horst Geicke Chairman 31 August 2005 of the consolidated financial statements income, changes in equity and cash flows, together with the
The Board of Directors is responsible for ensuring that the notes thereto, have been properly drawn up and give a true
Don Lam Director 13 November 2006
consolidated financial statements are properly drawn up so and fair view of the financial position of the Group as at
Nicholas Brooke Director 13 November 2006 as to give a true and fair view of the financial position of the 30 June 2008 and the results of its operations and cash
Nguen Khoong Tong Director 13 November 2006 Group as at 30 June 2008 and of the results of its operations flows for the year ended 30 June 2008 in accordance with
Bruno Schöpfer Director 13 November 2006/ and its cash flows for the year ended on that date. When International Financial Reporting Standards.
28 November 2008 preparing the consolidated financial statements, the Board of
On behalf of the Board of Directors,
Directors is required to:
1. adopt appropriate accounting policies which are supported Horst F. Geicke
Auditors by reasonable and prudent judgements and estimates and Chairman
The Group’s auditors, Grant Thornton (Vietnam) Ltd.,
then apply them consistently; Ho Chi Minh City, Vietnam
have expressed their willingness to accept reappointment.
2. comply with the disclosure requirements of International 28 November 2008
Financial Reporting Standards or, if there have been any
Subsequent events after the balance sheet date departures in the interest of true and fair presentation, ensure
Details of significant subsequent events which impact on the
that these have been appropriately disclosed, explained and
financial position of the Group are set out in Note 39 to the
quantified in the consolidated financial statements;
accompanying consolidated financial statements.
3. maintain adequate accounting records and an effective
system of internal control;
Directors’ interest in the Company 4. prepare the consolidated financial statements on a going
As at 30 June 2008, the interests of the directors in the shares,
concern basis unless it is inappropriate to assume that the
underlying shares and debentures of the Company are as follows:
Group will continue its operations in the foreseeable future; and
5. control and direct effectively the Group in all material
decisions affecting its operations and performance and
No. of shares Approximate
% of holding ascertain that such decisions and/or instructions have been
Direct Indirect properly reflected in the consolidated financial statements.

Horst Geicke 2,750,000 412,583 0.63% The Board of Directors is also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps for
Don Lam 1,755,250 412,583 0.43%
the prevention and detection of fraud and other irregularities.
Nicholas Brooke 150,000 - 0.03%
The Board of Directors confirms that the Group has complied
Nguen Khoong Tong 798,500 - 0.16%
with the above requirements in preparing the consolidated
Bruno Schöpfer 300,000 - 0.06% financial statements.

At the date of this report there had been no further changes in the
above holdings.
Statement by the Board of Directors
In the opinion of the Board of Directors, the accompanying


Independent Auditors’ Report
To the Shareholders of VinaLand Limited
We have audited the accompanying consolidated financial statements of VinaLand
Limited and its subsidiaries (“the Group”) which comprise the Consolidated Balance Sheet
as of 30 June 2008, and the Consolidated Statement of Income, Consolidated Statement
of Changes in Equity and Consolidated Statement of Cash Flows for the year then ended,
and a Summary of significant accounting policies and other explanatory notes.

Management’s responsibility for the
consolidated financial statements Opinion
Management is responsible for the preparation and fair An audit involves performing procedures to obtain In our opinion, the consolidated financial statements give a
presentation of these consolidated financial statements in audit evidence about the amounts and disclosures in true and fair view of the financial position of VinaLand Limited
accordance with International Financial Reporting Standards. the consolidated financial statements. The procedures and its subsidiaries as of 30 June 2008, and of its financial
This responsibility includes: designing, implementing and selected depend upon the auditor’s judgment, including performance and its cash flows for the year then ended in
maintaining internal controls relevant to the preparation and the assessment of the risks of material misstatement of the accordance with International Financial Reporting Standards.
fair presentation of consolidated financial statements that consolidated financial statements, whether due to fraud or
are free from material misstatement, whether due to fraud or error. In making those risk assessments, the auditor considers
error; selecting and applying appropriate accounting policies; internal controls relevant to the entity’s preparation and
and making accounting estimates that are reasonable in fair presentation of the consolidated financial statements
the circumstances. in order to design audit procedures that are appropriate in
the circumstances, but not for the purpose of expressing an
Auditors’ responsibility opinion on the effectiveness of the entity’s internal control.
Our responsibility is to express an opinion on these An audit also includes evaluating the appropriateness of
consolidated financial statements based on our audit. accounting policies used and the reasonableness of accounting
We conducted our audit in accordance with International estimates made by management, as well as evaluating the
Standards on Auditing. Those standards require that we overall presentation of the consolidated financial statements. GRANT THORNTON (VIETNAM) LTD.
comply with ethical requirements and plan and perform the Ho Chi Minh City, Vietnam
We believe that the audit evidence we have obtained is sufficient
audit to obtain reasonable assurance that the consolidated 28 November 2008
and appropriate to provide a basis for our audit opinion.
financial statements are free from material misstatement.


Consolidated balance sheet
Notes 30 June 2008 30 June 2007
USD’000 USD’000
ASSETS
Non-current
Investment properties 8 559,966 97,185
Property, plant and equipment 9 135,106 114,047
Intangible assets 10 6,421 -
Investments in associates 11 26,270 -
Goodwill 12 2,939 -
Prepayments for operating leases 13 19,635 13,297
Loan receivables - 6,819
Other long-term financial assets 1,077 -
Deferred tax assets 310 355
Non-current assets 751,724 231,703

Current
Inventories 310 276
Receivables from related parties 14 21,930 22,825
Trade and other receivables 15 146,750 33,198
Short-term deposits 16 57,027 -
Financial assets at fair value through income statement 17 61,924 29,461
Deposits for acquisitions of investments 18 77,943 72,729
Cash and cash equivalents 19 80,806 350,898
Current assets 446,690 509,387
Total assets 1,198,414 741,090

The accompanying notes are an integral part of these financial statements.


USD’000 USD’000
EQUITY
Equity attributable to shareholders of the parent
Share capital 20 4,999 4,999
Additional paid-in capital 21 588,870 588,870
Revaluation reserve 22 13,844 777
Translation reserve (4,623) (530)
Retained earnings 201,437 34,756
804,527 628,872
Minority interests 219,868 54,011
Total equity 1,024,395 682,883

LIABILITIES
Non-current
Long-term borrowings 23 21,673 4,705
Other liabilities 1,044 577
Non-current liabilities 22,717 5,282
Current
Payables to related parties 24 116,536 40,583
Trade and other payables 25 34,491 11,062
Current portion of long-term borrowings 23 275 1,280
Current liabilities 151,302 52,925
Total liabilities 174,019 58,207
Total equity and liabilities 1,198,414 741,090
Net assets per share attributable to equity shareholders of the parent (USD per share) 1.61 1.26



Consolidated
Statement of Changes in Equity
Equity attributable to shareholders of the parent
Additional Translation Revaluation Retained Total
Share capital paid-in capital reserve reserve earnings Minority interest equity
USD‘000 USD‘000 USD‘000 USD’000 USD’000 USD‘000 USD‘000
1 July 2006 2,048 196,414 - - 121 - 198,583
Currency translation - - (530) - - (177) (707)
Revaluation reserves - - - 777 - 703 1,480
Net income recognised directly in equity - - (530) 777 - 526 773
Profit for the year ended 30 June 2007 - - - - 34,635 15,341 49,976
Total recognised income and expense for the year - - (530) 777 34,635 15,867 50,749
Issue of new shares 2,951 392,456 - - - - 395,407
Acquisition of subsidiaries - - - - - 38,144 38,144
30 June 2007 4,999 588,870 (530) 777 34,756 54,011 682,883

1 July 2007 4,999 588,870 (530) 777 34,756 54,011 682,883
Currency translation - - (4,093) - - (1,957) (6,050)
Revaluation reserves - - - 13,067 - 11,633 24,700
Net income recognised directly in equity - - (4,093) 13,067 - 9,676 18,650
Profit for the year ended 30 June 2008 - - - - 167,698 80,485 248,183
Total recognised income and expense for the year - - (4,093) 13,067 167,698 90,161 266,833
Acquisition of subsidiaries - - - - - 34,768 34,768
Capital contributions in subsidiaries - - - - - 41,981 41,981
Reduction in retained earnings on liquidation of Guoman (Hanoi) Limited - - - - (1,017) (340) (1,357)
Dividend distributions - - - - - (713) (713)
30 June 2008 4,999 588,870 (4,623) 13,844 201,437 219,868 1,024,395



Consolidated Statement of Income

Notes Year ended Year ended
30 June 2008 30 June 2007
USD’000 USD’000
Revenue 35,968 17,459
Cost of sales 26 (17,916) (7,048)
Gross profit 18,052 10,411
Other income 27 44,605 7,702
Management fee and administration expenses 26 (76,508) (17,292)
Other operating expenses 26 (11,594) (1,457)
Other net changes in fair value of financial assets at fair value through income statement 28 16,869 3,085
Gain on fair value adjustments of investment properties 8 247,068 38,530
Profit from continuing operations 238,492 40,979
Financial income 29 18,751 11,836
Finance costs 30 (6,991) (2,594)
Share of profits from associates 53 -
11,813 9,242
Profit before tax from continuing operations 250,305 50,221
Income tax 31 (2,122) (245)
Net profit for the year 248,183 49,976
+ Attributable to equity shareholders of the parent: 167,698 34,635
+ Attributable to minority interest 80,485 15,341
+ Earnings per share – basic and diluted (USD per share) 32 0.34 0.12



Consolidated
USD’000 USD’000
Operating activities

Statement Profit for the year before tax
Adjustments 33
250,304
(300,505)
50,221
(47,923)

of Cash Flows
Change in trade and other receivables (167,585) (25,689)
Change in inventory (34) (18)
Change in trade and other payables 142,066 (14,514)
Corporate income tax paid (1,854) -
(77,608) (37,923)
Investing activities
Interest received 16,546 10,834
Purchases of property, plant, and equipment (15,682) (27,902)
Acquisition of a subsidiaries, net of cash 7 (59,707) (62,828)
Proceeds from disposal of fixed assets 108 -
Proceeds from disposal of investments 10,188 -
Deposits for acquisitions of investments (5,214) (72,729)
Purchase of financial assets (22,220) (21,993)
Acquisitions of investment properties (61,220) -
Investment in associates (26,218) -
Proceeds from loans repaid 43,432 54,550
Loans provided (87,412) (57,825)
(207,399) (177,893)
Financing activities
Proceeds from shares issued - 395,406
Loan proceeds from banks 22,197 113
Loan repayments to banks (6,343) (1,000)
Dividend paid to minority interest (450) -
Interest paid (489) (2,593)
14,915 391,926
Net change in cash and cash equivalents for the year (270,092) 176,110
Cash and cash equivalents at the beginning of the year 350,898 174,788
Cash and cash equivalents at end of the year 19 80,806 350,898


Thiet ke Bao cao thuong nien - Vina 2008 (vnl)

Thiet ke Bao cao thuong nien - Vina 2008 (vnl)

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