Annual Report VINCOM JSC CONSOLIDATED INCOME STATEMENT For the year ended 31 December Unit: VND

Transcription

1 VINCOM JSC CONSOLIDATED INCOME STATEMENT For the year ended 31 December 29 Unit: VND CODE ITEMS Ending balance Beginning balance 1 Revenues from sale of goods and rendering of services 2 Deductions 1,974,446,241,63-239,18,299,742 1 Net revenues 1,974,446,241,63 239,18,299, Costs of goods sold and services rendered 2 Gross profit 537,31,953,326 1,437,135,288,277 6,71,735,35 178,469,564,77 21 Income from financial activities 22 Expenses from financial activities 23 In which: Interest expenses 24 Selling expenses 25 General and administration expenses 3 Operating profit (loss) 432,861,235,17 378,12,364, ,415,376,742 12,326,53,155 19,75,812,478 1,369,843,816,46 413,39,174,35 316,16,721,33 279,31,334,841 13,423,575,248 12,526,7,67 141,542,371, Other income 32 Other expenses 4 Other profit (loss) 5,955,612,257 3,654,287,15 2,31,325,242 23,65,33,736 1,181,673,183 13,423,657,553 5 Profit from Associates 12,57,8,243 1,82,295,649 6 Profit (loss) before tax 1,384,22,221, ,768,324,696 7 Current Enterprise Income Tax expense 71 Deferred Income Tax (expense) income 8 Net profit (loss) after tax 289,768,877,13 (7,33,813,125) 1,11,737,157,913 3,773,535, ,994,789,445 Attributable to: 18.1 Equity holders of the parent 18.2 Minority interest 898,642,166,913 23,94,991, 124,725,1,943 1,269,688,52 Basis earning per share 5,328 1,91 31

2 VINCOM JSC CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December 29 32

3 Unit: VND Code ITEMS CURRENT YEAR PREVIOUS YEAR I. CASH FLOWS FROM OPERATING ACTIVITIES 1 Net profit/(loss) before tax Adjustments for: 2 Depreciation and amortisation 3 Provision for decline in value of investments 4 (Gain)/loss from disposal of Fixed assets 5 Unrealised foreign exchange (gains)/losses 6 Gain from disposal of equity investments in other entities 7 Share of profit in associates 8 Interest expense 9 Interest income 1 Goodwill amortisation 1,384,22,221,891 28,467,57, ,595,58, ,158,683 1,447,428,428 (161,85,47,626) (12,57,8,243) 244,415,376,742 (228,124,864,785) 11,744,761, ,768,324,696 2,397,461,421 16,123,285,75 (16,147,445,119) 1,489,44,54 (48,98,846,77) (1,82,295,649) 279,31,334,841 (364,842,883,24) 13,998,382, Operating income/(loss) before changes in working capital 12 (Increase)/decrease in receivables 13 (Increase)/decrease in inventory 14 Increase/(decrease) in payables 15 (Increase)/decrease in prepaid expenses 16 Interest paid 17 Enterprise income tax paid 18 Other cash inflows from operating activities 19 Other cash outflows from operating activities 1,388,418,52,199 (35,876,124,16) 1,373,62,642 (39,64,489,) (142,451,244,381) (554,17,665,973) (49,895,785,316) - (89,149,446) 57,195,759,288 (89,263,495,221) (25,44,282,615) 39,615,32,273 (34,62,32,329) (11,419,95,354) (79,391,57,936) - (188,685,174,187) 2 Net cash flows from ( used in) operating activities 26,867,664,619 (61,595,957,81) II. CASH FLOWS FROM INVESTING ACTIVITIES 21 Purchase and construction of fixed assets and other long-term assets 22 Proceeds from disposals of equity investments in other entities 23 Proceeds from disposals of fixed assets 24 Loans provided to related parties & others 25 Collection of loans provided to related parties & others 25 Short-term deposit 26 Payment for equity investment in other entities 27 Acquisition of subsidiaries, net of cash acquired 28 Interest and dividen received 29 Deposits for investment purposes (1,648,37,88,93) 556,5,, 1,727,89,65 (1,996,294,163,2) 981,891,541, (1,5,,,) (1,49,269,75,114) (1,471,139,88,257) 116,618,634,891 (2,15,359,327,624) 18,,, (3,67,495,681,922) 3,655,889,963,933 (62,934,43,894) 246,329,774,197 (153,,,) 33

4 3 Net cash flows from investing activities (5,558,4,48,735) (2,593,569,675,31) III. CASH FLOWS FROM FINANCING ACTIVITIES 31 Proceeds from issuance of ordinary shares 32 Payments for treasury shares 33 Proceeds from bond issuance and borrowings 34 Loan repayment 35 Capital contribution from minority interest 36 Dividend paid to equity holders of the parent 796,44,82, (1,695,69,39) 5,874,189,793,788 (379,711,814,727) 471,6,, (54,595,63,5) 399,831,56, (869,327,434,323) 2,622,,, 32,19,311,498 4 Net cash flows from financing activities 6,697,228,99,171 2,184,523,437,175 5 Net increase (decrease) in cash and cash equivelents 1,4,91,355,55 (47,642,195,216) 6 Cash and cash equivelents at the beginning of the year 26,847,972, ,49,168,93 61 Impact of exchange rate fluctuation 7 Cash and cash equivelents at the end of the year 1,426,939,327,932 26,847,972,877 34

5 Interpretation of financial reports and audit reports 1. Independent audit The independent auditor: Ernst & Young Vietnam Comment by the Independent Auditor: In our opinion, the consolidated financial statement give a true and fair view of financial position of the Company as at 31 December 29 and its financial performance and its cashflows for the year then ended accordance with Vietnam Accounting Standards and System and comply with the relevant statutory requirements 2. Internal Audit Comment by the Internal Audit Critical remarks: none 35

6 Related companies: 1. Companies of which Vincom JSC hold controls or holds majority shares: Company Name Charter Capital Address Ownership proportion (%) Financial and Operation Status PFV Investment and Trade Joint Stock Company VND6 billion Level 11, 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 74.41% Active Vincom Securities Joint Stock Company VND3 billion Level 15, 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 75% Active Viettronics Real Estate Liability Limited Company VND3 billion 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 64% Active Sai Dong Investment and Urban Development Joint Stock Company VND5 billion 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 51% Active Royal City Real Estate Investment and Development Joint Stock Company VND2, billion 74 Nguyen Trai, Thuong Dinh Ward, Thanh Xuan District, Hanoi 51% Active Hai Phong Real Estate Investment and Development Joint Stock Company VND3 billion No.4 Le Thanh Ton, May To Ward, Ngo Quyen District, Haiphong 79.51% (1) Active Lucky Investment Group Joint Stock Company VND1,2 billion Hon Tre Island, Vinh Nguyen Ward, Nha Trang City 39.51% (2) Active Hanoi South Urban Development Joint Stock Company VND5 billion 9 Dao Duy Anh, Phuong Lien, Dong Da, Ha Noi 48.81%(3) Active 36

7 (1) Vincom JSC and PFV Investment Joint-Stock Company a subsidiary of Vincom JSC respectively holds 49% and 41% owner s equity of Hai Phong Real Estate Development, which is equivalent to a voting right proportion of 9% and benefit proportion of 79.51% (2) PFV Investment and Trade JSC and Royal City Real Estate Development and Investment JSC two subsidiaries of Vincom JSC, respectively holds 25% and 41% owner s equity of Lucky Investment Group JSC, for a total voting right proportion of 66% and a benefit proportion of 39.51%. (3) Vincom JSC and Lucky Investment Group JSC, its subsidiary, respectively holds 44.15% and 11.8% owner s equity of the Hanoi South Urban Development JSC, which is equivalent to a voting right proportion of 55.95%, benefit proportion of 48.81% 2. Organizations controlling or holding majority shares of the Company (as at 31 December 29) None 37

8 3. Investment into associated companies: Company Name Charter Capital Address Ownership Proportion (%) Paid-in Capital To be paid in Mega Global Investment and Trade Joint Stock Company 182 Nguyen Van Thu, Dakao VND35 billion Ward, District 1, Ho Chi Minh City 2% VND7 billion Dissolution being proceeded BIDV Real Estate Joint Stock Company (name changed to Ngoc Viet Real Estate Company) VND5 billion 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 35.8% VND149 billion 3,,, Vinpearl Hoi An Tourism Investment Joint Stock Company VND3 billion Phuoc Hai Quarter, Cua Dai Ward, Hoi An City, Quang Nam Province 37.86%(1) VND6 billion Foreign Trade Concrete JSC VND3 billion Floor 1, Ben Chuong Duong, Nguyen Thai Binh Ward, District 1 3% VND9 billion Vincom Construction Management and Consulting Company VND55 billion 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 2% VND11 billion Vincharm Development and Service Joint Stock Company VND4 billion 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 4% VND16 billion World Games Joint Stock Company VND15 billion 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi 3% VND4.5 billion (1) Vincom and its subsidiary company - PFV company respectively holds 2% and 24% of Vinpearl Hoi An Tourism Investment s owner s equity, which is equivalent to a voting right proportion of 44%, benefit proportion of 37.86%. 38

9 4. Summary of operation and financial status of subsidiaries and associated companies (i)pfv Investment and Trade Joint Stock Company PFV Investment and Trade JSC has completed the construction of Vincom Park Place Commercial Center and Apartments at 114 Mai Hac De, next to VCT. By December 31, 29, the whole commercial center from level 1 to level 7 of Vincom Park Place Building had been leased; all apartments from level 8 to level 25 had been sold. (ii)hai Phong Real Estate Investment and Development Joint Stock Company: has started the construction of Deluxe Commercial Center Apartments Hotel at No. 4 Le Thanh Tong, May to Ward, Ngo Quyen District, Hai Phong City, which is expected to be completed in 212. (iii)vinpearl Hoi An Tourism and Investment: has started the construction of Vinpearl Hoi An Ecology Resort at Phuoc Hai Quarter, Cua Dai Ward, Hoi An, Quang Nam Province. The Project started in 28 and will complete in October 21. (iv)royal City Real Estate Investment and Development Joint Stock Company is established to implement the mixed-use township project (Royal City Complex of Hotel, Offices, Trade and Education Center and Apartments) at 74 Nguyen Trai, Thanh Xuan District, Hanoi. The Project started in December 29. (v)hanoi South Urban Development Joint Stock Company was established to implement the Eco City Project at 46 Minh Khai Street, Hai Ba Trung District, and No. 25, Alley 13, Linh Nam Street, Hoang Mai District, Hanoi. The two locations belong to 8/3 Textile Factory and Hanosimex. (vi)such companies as: Ngoc Viet Real Estate JSC (previously known as BIDV Real Estate Company), Viettronics Real Estate JSC, Sai Dong Investment and Urban Development JSC are completing procedures for implementing their projects. (vii)vincom Securities JSC: Main activities are Securities brokerage, securities selftrading, securities issuance underwriting and securities investment consulting. (viii)investments into such companies as Lucky Investment Group JSC, Foreign Trade Concrete JSC, PCM Joint Stock Company (previously named Vincom Construction Management and Consulting Company), Vincharm Development and Service Joint Stock Company and World Games JSC help provide the Company with another source of income and supplement its core business operations. 39

10 Organization and human resources 4 1. Organizational structure of the Company: Vincom JSC is organized and operated under the joint-stock model in accordance with existing applicable regulations. Its organizational structure is functionbased so as to align with the Company s business activities: providing a narrow and closed base of services that are interrelated. The organizational structure of the Company is divided into 2 groups: The management group and the execution group. 1.1 The management group The General Shareholders Meeting: The General Shareholders Meeting is the supreme body of the Company, including all voting shareholders and shareholders proxies. It has full rights to make decisions on all activities of the Company and performs the following functions: - Approving Charter and business orientation of the Company; - Electing and dismissing/releasing the Board of Directors and Board of Supervisors; - Other duties defined by the Charter. The Board of Directors (BoD): The Board of Directors is elected by the General Shareholders Meeting, the supreme body of the Company, and has the following tasks: - Reporting before the General Shareholders Meeting on the business performance, profit allotment plans, dividend allotment plan, final financial report, development direction and business plan of the Company - Determining the organizational structure, the body, business regulation and remuneration budget of the Company - Appointing, dismissing/releasing BoM members and supervising its activities - Proposing amendments and supplementations to the Company s Charter - Deciding on convening the General Shareholders Meeting. Currently, the BoD of the Company consists of 6 members, 1 of whom is Chairman and 5 of whom are members. Board of Supervisors (BoS): The Board of Supervisors is elected by the General Shareholders Meeting. Its duties are to check the reasonableness and legality in business operation and financial statements of the Company. For the time being, the BoS constitutes 3 members, each of whom serve a 3-year term. Board of Management (BoM): The Board of Management is appointed and dismissed/released by the BoD, consisting of a Chief Executive Officer and 3 Deputies with the following tasks: - Organizing the implementation of the BoD s decisions and business plans. Proposing structural organization plans, internal management regulations in accordance with the Charter, resolutions issued by General Shareholders Meeting and the BoD. - Appointing and dismissing/releasing managerial positions upon the approval of the BoD: Directors, Deputy Directors of branches, subsidiaries, Managers and Vice Managers of Departments. - Signing off documents, contracts and other papers as specified in the Company s charters. - Reporting to the BoD on the financial situation and business performance and being responsible for the Company s activities before the BoD. - Other tasks as authorized by the BoD.

11 1.2 The Execution Group The direct subordinates of the BoM, which assist them in their management and operation, are the specialized departments/divisions underneath with the following tasks: Administrative Human Resources Department: Performing administrative works, filing and management of documents, legal files of the Company; Performing personnel, labor, remuneration, social insurance and health care policies for employees; Headhunting and recruiting well qualified personnel at the BoM s request; Advising the BoM on new policies and guidelines regarding labor relations; Planning and implementing training programs for staff; Planning and deploying welfare programs and collective entertainment activities for employees in order to improve their spiritual life, ensuring the most reasonable and effective use of the welfare fund. Legal Department: Providing legal consultancy to the Management and Departments/ Divisions in the Company; advising on procedures for implementing the Company s business projects in accordance with provisions of law as well as issues relating to human resources of the Company. Research and Development Department (R&D): Conducting research on and proposing strategies for project investment development; Researching and developing services and products and setting service standards. Investment Department: Coordinating with the R&D Department to appraise and assess projects, making plans, negotiating with partners; completing investment, management and project development procedures. Investor Relations Department (IR): Providing information and receiving feedback from shareholders; Responding in a timely manner to shareholders' requirements, proposals and recommendations to ensure their rights are sufficiently addressed. Finance Accounting Department: Analyzing and assessing financial status and business performance of the Company; Advising and consulting the BoM on short, medium and long-term financial strategies in relation to on-going and upcoming projects; supervising and monitoring financial and accounting activities to ensure compliance with the Company s regulations and relevant provisions of the Law; Conducting accounting works for the Company s business. Chief Accountant is responsible for the accuracy, authenticity of the reports as well as their full reflection of the Company s business before the BoM. Marketing Communication Department: Building and promoting the Company s brand name; developing communication strategies and long-term marketing plans, and proposing design ideas for advertisement products of the Company. Sales Department: Selling the Company s products and services. Searching for potential customers, developing relationships with customers in order to fulfill business targets. Project Management Unit: Organizing the planning, designing, construction, materials and equipment supply of developments; conducting inspections and acceptance of completed construction works before putting into operation. VCT Building Management Unit: In charge of all issues relating to tenants/lessees in the building. The Unit consists of the following teams: Customer Service, Cleaning Service, Security, Technical Support, and Vehicle-keeping service. 2. Number of staff and labor policy The total number of employees of the Company by December 31, 29 is 385 persons, with the following facts: Employees Number (persons) Proportion (%) Male Female Under-graduate & Higher Below under-graduate

12 a. Working policy Working time: The working time of the Company is 8 hours per day, 5.5 days per week with a one-hour lunch break everyday. In the case of tight deadlines, the Company may require employees to work overtime and offer satisfactory compensation in addition to ensuring their rights under State regulations. Annual leave and holidays: All employees are entitled to have total 9 days off for Tet and other national holidays as specified by the Labor Code. Employees who have served 12 months or more at the Company are given 12 days off for annual leave per year. For those who have joined for less than 12 months, the actual entitlement of annual leave is in proportion to the actual working time. Moreover, for every 5 years working at the Company, the staff will be entitled to an additional 1 day off. Sick leave, maternity leave: Staff who are on sick leave are entitled to sick allowance covered by Social Insurance Fund in accordance with the Labor Code. During maternity leave (4 months), employees receive maternity allowance paid by the same Fund. Working conditions: white-collar staff are given comfortable and airy offices. Blue-collar workers are well-equipped with labor safety and sanitation essentials. Labor safety principles are strictly followed by the Company. b. Recruitment and training policy Recruitment: The main objective is to attract competent people, who can help the Company meet its business expansion demands. Each position has its own specific requirements, however, the basic requirements for every position are: having basic qualifications, being career oriented and highly disciplined. Managers are required to possess a specialized university degree, be enthusiastic, be willing to learn, enjoy working, be pro-active and creative, good at team organizing, managing and leading. For key positions, the requirements are fairly stringent with compulsory criteria such as work experience, logical thinking, sensitive judgment, being agile and flexible, being decisive, having good analytical skills, competency in foreign language and computer skills. Training: The Company pays attention to human resource development through professional training, both in-house and outsourced, for its staff. Training provided includes: work safety and sanitation, fire prevention and control, English in communication, customer service, secretarial works, insurance policies, compensation policies, property management, communication skills, team building, leadership skills, etc. c. Remuneration, bonus and welfare policy Remuneration policy: The Company s compensation and reward policy is suitably designed for every position, skills and qualification of staff to accurately assess their competence and performance. It is also to motivate staff to demonstrate their best capabilities and responsibility for higher productivity, quality and efficiency. The Company assesses staff s competence, work attitude, efficiency and level of contribution to its business performance and service quality, in order to offer reasonable rewards. Moreover, the Company also launches competitions and campaigns on the occasion of important Company events, which are always enthusiastically received and attended by staff. At the end of such competitions and campaigns, excellent individuals and departments are given awards for their high achievements. 42

13 The Company commends and rewards staff that: - Deliver excellent performance, make remarkable contributions to the Company s business efficiency, which help enhance service quality, prestige and image of the Company; Prevent potential disasters or handle emergencies well; - Contribute effective renovation ideas to the Company s operation; - Receive letters of commendations from customers; - Set a good example for other staff. Commendation forms: - Certificate of Merit; - Rewards (in cash or other forms such as traveling); - Promotion, salary review. Talent attracting policy: The Company has a special remuneration and reward policy for excellent and experienced staff in related areas with the aim of retaining them as well as attracting qualified staff from other sources. Insurance and welfare policy: The Company pays social insurance and medical insurance premiums in accordance with provisions of laws. In addition, it buys 24-hour accident insurance for all staff (which covers death, injuries, medical costs, accident leave, etc.) Labor safety and sanitation: Vincom has invited labor inspectors (from Hanoi Department of Labor, War Invalids and Social Affairs) to conduct training on work safety for employees in the Company. All the new technical staff are trained on work safety before commencing their tasks. The Company ensures that all staff are equipped with labor safety essentials. Unions: Vincom puts emphasis on union activities, benefits and the spiritual life of its staff. The Company has set up its Communist Party Cell and Staff Union, which operates very effectively and sticks to its orientation in order to create a communication environment where staff are linked and are encouraged to capitalize on their capabilities. These have helped build and promote corporate culture and moved up the Company s position in the local area. The Company organizes vacations for its staff, visits to staff on serious sick leave and maternity leave, periodical medical check-ups; support staff in difficult situations; give presents to staff on birthdays, weddings; holds festivals for employees children on International Children Day, Mid-Autumn Festival; praises and rewards employees children who gain high achievements in study/sports/arts etc... Besides, the Company often holds cultural and musical events to build a healthy spiritual life for all staff. Musical and singing performances, singing competitions are often held on the occasion of the Company s anniversary, etc. It also sets up internal forums, organizes dancing classes for staff in order to enrich its corporate culture beside sport activities such as friendship football competition among departments, subsidiaries and partners 3. Change of Chief Executive Officer in the year: No change 4. Benefits for the BoM: Remuneration, bonus and other benefits - The Chief Executive Officer and Deputy Chief Executive Officer receives a net remuneration equivalent to USD2,5/month and USD2,/month respectively. - The year-end bonus for each BoM member is based on his/her performance as per their commitment and the business result of the Company by end of the year. 43

14 Brief Profiles of BoM Members Chief Executive Officer (CEO) Madam Mai Huong Noi Gender: Female ID Card No.: Date of birth: 13/1/1969 Place of birth: Hanoi Nationality: Vietnamese Ethnic Group: Kinh Fatherland: Hanoi Permanent Resident Address: Room 11B & P12 - D5, Trung Tu Collective Quarter, Trung Tu Ward, Dong Da District, Hanoi Office Telephone: (84-4) Education Level: 12/12 Specialized Qualification: Bachelor of Economics Employment Record: : Accountant at Hanoi Post Office : Deputy Manager of Postage Payment Department Customer Service Center of Hanoi Post Office : Manager of Postage Payment Department Customer Service Center of Hanoi Post Office. 23-2/26: Deputy Director - Customer Service Center of Hanoi Post Office. 3/26 - nay: Chief Executive Officer of Vincom JSC. Current Position: Chief Executive Officer of Vincom JSC. Number of shares held: 9,731 shares Law violations: None Interest conflicts with the Company: None 44

15 Deputy Chief Executive Officer (Deputy CEO) Madam Nguyen Dieu Linh Gender: Female ID Card No.: Place of birth: 14/5/1974 Nationality: Hanoi Nationality: Vietnamese Ethnic Group: Kinh Fatherland: Hanoi Permanent Resident Address: No.14, Lane 55 Le Dai Hanh, Hai Ba Trung District, Hanoi Office Telephone: (84-4) Education Level: 12/12 Specialized Qualification: Master of International Business Law in France Employment Record: Mar June1999: Legal officer at Ngo Miguérès and Partners Law Office, Hanoi Jan 25: Associate at Gide Loyrette Nouel Law Firm, Hanoi. Jan 25 - present: Vincom JSC Current position: Deputy CEO of Vincom JSC. Number of shares held: 9,731 Shares Law violations: None Interest conflicts with the Company: None

16 Deputy Chief Executive Officer Mr. Pham Van Khuong Gender: Male ID Card No.: Date of birth: June 21, 1959 Place of birth: Hanoi Nationality: Vietnamese Ethnic Group: Kinh Fatherland: Thanh Tri, Hanoi Permanent resident address: 69 Phung Hung, Hoan Kiem District, Hanoi Office Telephone: (84-4) Education Level: 1/1 Specialized Qualification: Construction Engineer Employment Record: : Director of CTN Construction and Technological Equipment Trading Ministry of Construction. 23: Head of Vincom Construction Investment Management Department. 26: Director of Construction Investment Management Unit, Vingroup Current Position: Deputy CEO of Vincom JSC. General Director of PFV Investment and Trading Joint Stock Company Number of shares held: 1,16,375 shares Law violations: None Interest conflicts with the Company: None 46

17 Deputy Chief Executive Officer Madam Hoang Bach Duong Gender: Female ID Card No.: Date of birth: March 31, 1961 Place of birth: Hanoi Nationality: Vietnamese Ethnic Group: Kinh Fatherland: Hung Yen Permanent Resident Address: 22/4 Nguyen Trong Tuyen, Ward 8, Phu Nhuan District, Ho Chi Minh City Office Telephone: (84-8) Educational Level: 1/1 Specialized Qualification: Chemical Engineer Employment Record: : Chemical Engineer, Chemical Institute of Vietnam Science Institute : Manager of Science Equipment Department, Schmidt Vietnam 22-27: Chief Representative, Schmidt BioMedTech Representative Office in Ho Chi Minh City Feb to Dec 27: Branch Manager of Vincom Joint Stock Company in Ho Chi Minh City Dec 27 - present: Deputy CEO of Vincom JSC, Branch Manager of Vincom Joint Stock Company in Ho Chi Minh City Current Position: Deputy CEO of Vincom JSC Number of shares held: 3,437 shares Law violations: None Interest conflict with the Company: None

18 Chief Accountant: Madam Nguyen Thi Thu Hien Gender: Female ID Card No.: Date of birth: June 2, 1973 Place of birth: Duc Thuong, Hoai Duc, Ha Tay Nationality: Vietnamese Ethnic Group: Kinh Fatherland: Ky Bac, Ky Anh, Ha Tinh Permanent Resident Address: No.7, Lane 218/74 Tay Son Street, Dong Da District, Hanoi Office Telephone: (84-4) Education Level: 12/12 Specialized Qualification: Bachelor Employment Record: June 28: Ha Viet Joint Stock Company June 28 - present: Vincom JSC Current Position: Chief Accountant of Vincom JSC Number of shares held: shares Law violations: None Interest conflict with the Company: None 48

19 6. Change of members of the BoD/Members Council/ Chairman, BoM, BoS and Chief Accountant On 2 February 29, the General Shareholders Meeting approved the change of a member the BoS under Resolution No. 1/NQ-DHDCD-VINCOM JSC, in which Mr. Hoang Van Son is released from the BoS and appoints Mr. Dinh Ngoc Lan as a replacement. 7. Relations with shareholders and investors Shareholder relations Aware of the requirements as well as the importance of shareholder relations and the development of the Company, Vincom has organized and structured personnel for this task. Accordingly, this division is in charge of receiving shareholders, collecting and answering their enquiries in order to know their demands then report to the Company Management for solutions, and to build a strong relationship. In 29, under the close direction of the leadership and the efforts of this specialized department, shareholder relations were quite good, and regarded by shareholders to be quite successful. Their enquiries and requests concerning the business activities of the Company and their rights were promptly and thoroughly addressed. Besides in-person meetings with shareholders, the Company contacted them by other means of communication like fax, , posting information on the Company website in both Vietnamese and English, and express mails to ensure prompt, transparent and effective responses. As a public company, Vincom strictly observes regulations prescribed by laws on disclosure of information to shareholders. The Company s information portal is always timely and accurately updated with the latest information on business performance, financial status and related transactions for shareholders, ensuring they are kept informed and can have reasonable control, suitable comments and assessments on the value and development potential of the Company. With the aim of further enhancing shareholder relations, bringing about a link and unanimity among the Board of Directors, BoM and shareholders, Vincom has decided elevate the Shareholders Relations Department to a higher position by establishing the Shareholder Relations Division in 21. The Division constitutes a number of key managers and highly qualified specialized staff in order to not only supply information and respond to shareholders enquiries, but also provide them with consultancy on multiple issues; as well as to act as the bridge between the Company and shareholders to build a strong relationship in various ways. The shareholder relations principle set by Vincom JSC is: To focus on creating shareholder value.

20 Investors Relations Vincom JSC always places an emphasis on investor relations. In 29, the Company held multiple meetings with domestic and foreign investors, where information and experience are shared with investors so that they are updated with the business status and project implementation of the Company. Moreover, Vincom Managers, through their overseas business trips, have met and shared information with foreign investment funds that have invested or are planning to invest into the Company. Accordingly, its image and information have become more clearer, more detailed and updated for both domestic and foreign investors audiences. These meetings are also a chance for Vincom to gather positive comments and understand investors wishes, improve its business quality and efficiency, and bring about the highest values and benefits for enterprises, shareholders and investors. With the observance of the regulation on information disclosure of the State Securities Commission, Vincom always promptly updates information about the Company and its VIC share onto its website and other means of communication to facilitate investor decisions. In addition, its website and publications are also effective and useful for corporate reference. Clearly aware of the importance of investor relations, the Company leadership has decided to raise the quality and efficiency of these activities to a higher level in the near future. Accordingly, the Company is going to establish a specialized Investor Relations Unit, whose tasks are to hold periodical meetings and liaise with investors. Liaising with foreign investors will be focused on further. The Company is planning to prepare and issue quarterly reports (in both English and Vietnamese) and make timely comments on the Company and property market, and create a channel of communication between the Enterprise and investors. Vincom is also planning to organize an investment workshop, where the Company s Management will have direct contact with investors and discuss cooperation schemes and work out effective directions for enterprises. 5

21 Information about Shareholders/Limited Liability Partners and the BoD Board of Directors/ Member s Council/Chairman and Board of Supervisors/ Supervisors a. Liability Limited Partners and the structures of the BoD, BoS by December 31, 29: No. Full name Title Number of shares held Ownership proportion (%) Remarks BOARD OF DIRECTORS 1 Le Khac Hiep Chairman % 2 Pham Nhat Vuong Member 84,987, % 3 Pham Thuy Hang Member 1,699, % 4 Pham Van Khuong Member 1,16,375.51% 5 Mai Huong Noi Member 9,731.49% 6 Nguyen Dieu Linh Member 9,731.49% BOARD OF SUPERVISORS 1 Nguyen The Anh Chief Supervisor 1,297.64% 2 Pham Thy Thơ Member 8,761.43% 3 Dinh Ngoc Lan Member % Independent, non-executive BoD member: Mr. Le Khac Hiep, Chairman of the BoD. 51

22 b. Operation of the BoD After more than two years of officially being a public Company listed on the Ho Chi Minh City Stock Exchange since September 19, 27, Vincom (HOSE: VIC) is highly regarded by professional investors and experts in the securities sector. Despite turbulent market conditions, the Company has experienced a more modest reduction in value relative to other companies in the market. As the representative of shareholders, the BoD always tries to concentrate on and make the best use of their intellect and competence to fulfill all the tasks entrusted by the General Shareholders Meeting, from preparing annual budget plans to deciding on the development strategies, setting business goals, which help make Vincom a strong and developed public company. The BoD plays a significant role in orientating and supervising the execution of the Company s policies, decisions, and support Vincom s BoM in adopting appropriate policies while inspecting and supervising BoM s concurrently. Among the six BoD members, Mr. Le Khac Hiep is the independent and nonexecutive member, who acts as a supervisor and challenger to BoD s activities when necessary to ensure they comply with laws, Company s Charter and are in line with policies and orientation decided by the General Shareholders Meeting, the BoD as well as with modern management practices. Mr. Le Khac Hiep successfully fulfilled this role in 29. Specifically, in 29, the BoD ratified a number of important resolutions, marking sound development for the Company: The investment cooperation on the Royal City Property Development Project at 74 Nguyen Trai, Thanh Xuan district, Hanoi; The investment cooperation on Sai Dong A New Urban Area in Sai Dong A Industrial Park, Long Bien District, Hanoi; The investment cooperation in property development at 56 Nguyen Chi Thanh, Lang Thuong Ward, Dong Da District, Hanoi; getting approval of Shareholders Meeting for and successfully issuing USD1 million of convertible bonds on the Singaporean stock market; issuance of VND1, billion of corporate bonds to individual domestic investors. c. Operation of the BoS Conducting inspections on the Company s financial report on a monthly/ quarterly basis to ensure its authenticity and conformity with financial and accounting regulations, as well as to timely detect fluctuations or anomalies in business activities and financial indicators. Studying, searching and updating all legal documents relating to the Company s operation, especially regulations and rules imposed by the State Securities Commissions on public companies, the BoS then coordinates with related departments to build and control the execution of internal rules, ensuring compliance with applicable laws. Coordinating with the BoM, Chief Accountant and managers of specialized units in the Company to closely follow up on the implementation status and quality of programs and plans that were approved by the General Shareholders Meeting, as well as to supervise the execution of BoD s resolutions and decisions. Based on the synthesis of information, the BoS shall periodically report to the BoD and the General Shareholders Meeting about the implementation of programs, business performance, progress of projects and key action plans. d. Plans of enhancing the corporate management efficiency: With its defined functions and responsibilities, each specialized department must make concrete action plans and programs in order to improve the operational quality of each sector. The BoM is to conduct more periodical and ah-hoc inspections to ensure observance of laws, internal rules and regulations. To strictly execute the internal management regulation of Vincom JSC in business operation and project investment to ensure transparency and create favorable conditions for shareholders and investors as well as regulatory bodies to produce their best supervising and inspecting performance. To communicate the principle Speed Creativeness Efficiency to every staff. To learn from advanced organization models and corporate governance, which shall be studied and adopted step by step to perfect the organizational models under the orientation of forming a leading financial and real estate group in Vietnam. 52

23 e. Remuneration, other benefits and expenses for the BoD and BoS: According to the Company s policy, members of the BoD and BoS shall receive no remuneration or benefits. f. Number of members of the BoD/Members Council, BoS/ Supervisors, and BoM who possess corporate management certificates No. Full name Title 1 2 Le Khac Hiep Mai Huong Noi Chairman of the BoD Chief Executive Officer 3 Nguyen Dieu Linh Deputy Chief Executive Officer 4 5 Nguyen The Anh Đinh Ngoc Lan Director of Project Finance (Chief Supervisor) Head of Internal Audit Committee (BoS member) g. Information about share transactions/transfer of paid-in capital Key members (the BoD, BoS, BoM) No. Full name Title Initial no. of shares held Transaction quantity No. of shares held after transaction Transaction time 1 Hoang Bach Duong Deputy Chief Executive Officer 32,437 37,437 5, (buying) 7, (buying) 37,437 3,437 From 25/9/29 to 1/11/29 From 9/12/29 to 7/1/21 2 Pham Thy Tho BoS member 18,491 9,73 (buying) 8,761 From 2/11/29 to 2/2/21 Relations of key members No. Relation Key member Title of key Initial no. Transaction No. of shares Transaction member of shares held quantity held after transaction time 1 Ho Chau Giang Pham Thy Tho (wife) Member of BoS 4,864 4,86 (selling) 4 November 2, 29 2 Nguyen Hien Thu Pham Thy Tho (daughter) Member of BoS 4,864 4,86 (selling) 4 October 13, 29 3 Pham Manh Hung Pham Thy Tho (daughter) Member of BoS 4,864 4,864 From December 4, 29 to March 4, 21 53

24 Leading shareholders: No. Full name Initial number of shares held (as per the List of shareholders on the submission date of listing application in September 29) Number of shares held after capital increased to VND 1,996,627,238, Number of shares transacted Number of shares held after the transaction 1 Pham Nhat Vuong 49,125,59 84,987,27 84,987,27 2 Pham Thuy Hang 6,184,687 1,699,58 1,699,58 Item Individual shareholders 5% upwards Under 5% Corporate shareholders 5% upwards Under 5% Treasury Stocks Total 14,699,128 95,686,778 45,12,35 36,962,85 36,962,85 1,791, ,453,873 Note:The share figures and transaction information are quoted based on the Announcements sent by internal shareholders or leading shareholders to the Company and were posted on website of Ho Chi Minh City Stock Exchange by December 31, Shareholders statistical data: Updated according to the list of institutions/individuals holding VIC shares, which is prepared on September 23, 29 by the Vietnam Securities Depository Center - Ho Chi Minh City branch. Shareholder structure Domestic shareholders Foreign shareholders Total Value Proportion Value Proportion Value Proportion (x1, VND) (x1, VND) (x1, VND) 7.48% 47.93% 22.55% 18.52%.% 18.52% 5.4% 94.4% 459, ,261 1,714,14 1,714,14 11,173,365.23%.%.23% 5.37%.% 5.37%.% 5.6% 141,158,389 95,686,778 45,471,611 47,676,954 47,676,954 1,791, ,627, % 47.93% 22.78% 23.88%.% 23.88% 5.41% 1.% Leading shareholders: The list is prepared based on the transaction information sent to the Company by internal shareholders or leading shareholders and is posted on the website of Ho Chi Minh City Stock Exchange by September 23, 29 Domestic shareholders No. Name of individual or institution Year of birth Number of shares Ownership Personal or Corporate address Occupation/ Business 1 Pham Nhat Vuong ,987, % No.193 C, Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi BoD member of Vincom JSC 2 Pham Thuy Hang ,699, % Group 41, O Cho Dua Ward, Dong Da district, Hanoi BoD member of Vincom JSC Foreign shareholders: No major foreign shareholders. 54

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26 VINCOM JOINT STOCK COMPANY Tower B, Vincom City Towers, 191 Ba Trieu Street, Le Dai Hanh Ward, Hai Ba Trung District, Hanoi Tel.(84-4) Fax.(84-4) INVESTORS RELATIONS DIVISION: Tel Ho Chi Minh City Branch 182 Nguyen Van Thu Street, Daokao Ward, District 1 website: