VINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED

 

(a non-cellular company incorporated in the Bailiwick of Guernsey under The Companies (Guernsey) Law, 2008, on 22 March 2016 with registered number 61765.)

 

VinaCapital Vietnam Opportunity Fund Limited ("VOF" or the "Company") is pleased to announce its audited results for the year ended 30 June 2024.

 

More information on the Company is available at:

https://vinacapital.com/investment-solutions/offshore-funds/vof/overview/

The information contained within the announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

 

Annual Report and Financial Statements for the year ended 30 June 2024

 

COMPANY STRUCTURE AND LIFE

 

The Company is a Guernsey domiciled closed-ended investment company. The Company is classified as a registered closed-ended Collective Investment Scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 and is subject to the Companies (Guernsey) Law, 2008, as amended (the "Guernsey Law"). Prior to March 2016 the Company was a limited liability company incorporated in the Cayman Islands.

 

The Company is quoted on the Main Market of the LSE with a Premium Listing (ticker: VOF).

 

The Company does not have a fixed life, but the Board considers it desirable that shareholders should have the opportunity to review the future of the Company every fifth year, by way of voting on a special resolution proposing that the Company ceases to continue. The next such resolution will be put to the Company's annual general meeting in December 2023. For further information, please refer to the section headed "Life of the Company".

 

INVESTMENT POLICY

 

Investment Objective

 

The Company's objective is to achieve medium to long-term returns through investment in assets either in Vietnam or in companies with a substantial majority of their assets, operations, revenues or income in, or derived from, Vietnam.

 

Investment Policy

 

All of the Company's investments will be in Vietnam or in companies with at least 75% of their assets, operations, revenues or income in, or derived from, Vietnam at the time of investment.

 

·	No single investment may exceed 20% of the NAV of the Company at the time of investment.
·	The Company may from time to time invest in other funds focused on Vietnam. This includes investments in other funds managed by VinaCapital Investment Management Limited (the "Investment Manager" or "VinaCapital"). Any investment or divestment of funds managed by the Investment Manager will be subject to prior approval by the Board.
·	The Company may from time to time make co-investments alongside other investors in private equity, real estate or similar assets. This includes, but is not restricted to, co-investments alongside other funds managed by the Investment Manager.
·	The Company will not invest in other listed closed-ended funds.

 

The Company may gear its assets through borrowings which may vary substantially over time according to market conditions and any or all of the assets of the Company may be pledged as security for such borrowings. Borrowings will not exceed 10% of the Company's total assets at the time that any debt is drawn down.

 

From time to time the Company may hold cash or low risk instruments such as government bonds or cash funds denominated in either VND or USD, either in Vietnam or outside Vietnam.

 

HISTORICAL FINANCIAL INFORMATION

 

Years ended 30 June					2020	2021		2022	2023		2024
Statement of Comprehensive Income (USD'000)
Total (loss)/income from ordinary activities					(35,204)	633,220		(100,831)	5,080		100,771
Total expenses from ordinary activities					(15,254)	(92,436)		(20,612)	(20,099)		(27,865)
Operating (loss)/profit before income tax					(50,458)	540,784		(121,443)	(15,019)		72,906
Income tax expense					-	-		-	-		-
(Loss)/profit for the year					(50,458)	540,784		(121,443)	(15,019)		72,906
(Loss)/profit attributable to ordinary equity holders					(50,458)	540,784		(121,443)	(15,019)		72,906
Statement of Financial Position (USD'000)
Total assets					877,968	1,429,421	1,222,513		1,157,219	1,145,727
Total liabilities					(1,863)	(69,648)		(42,413)	(33,352)		16,489
Net assets					876,105	1,359,773	1,180,100		1,123,867	1,129,238
					2020	2021		2022	2023		2024
Share information
Basic (loss)/earnings per share (cents per share)					(28)	315		(73)	(9)		47
Basic (loss)/earnings per share (pence per share)*					(22)	228		(60)	(7)		37
Share price at 30 June (USD)					4.07	6.64		5.79	5.46		6.26
Share price at 30 June (GBP)*					3.29	4.82		4.76	4.29		4.96
Ordinary share capital (thousand shares)					176,128	168,418		163,480	160,048		152,031
Market capitalisation at 30 June (USD'000)					716,843	1,119,089		946,576	873,862		951,551
Market capitalisation at 30 June (GBP'000)*					579,462	810,934		777,347	686,605		754,072
Net asset value per ordinary share (USD)					4.97	8.07		7.22	7.02		7.43
Net asset value per ordinary share (GBP)*					4.01	5.85		5.93	5.52		5.88
Ratio
Ongoing charges excluding incentive (income)/fee‡					1.7%	1.6%		1.5%	1.7%		1.6%
Incentive (income)/fee₸					(0.3%)	6.1%		(0.6%)	(0.1%)		0.8%
Ongoing charges plus incentive fee₹					1.4%	7.7%		0.9%	1.6%		2.4%

 

^‡ Calculated as general and administration expenses divided by average NAV for the year. Ongoing charges have been prepared in accordance with the AIC recommended methodology.

^₸ Calculated as total incentive fee/(income) divided by average NAV for the year. The calculation can be found in the glossary.

^₹ Calculated as the sum of general and administration expenses and total incentive fee/(income) divided by average NAV for the year. The calculation can be found in the glossary.

*Alternative performance measure

 

FINANCIAL HIGHLIGHTS

 

In the year to 30 June 2024, the Company's NAV per share increased in US Dollar terms by 5.8% to USD7.43, while the Company's share price increased by 14.6% to USD6.26. Taking account of dividends paid in the year to 30 June 2024, the NAV Total Return in USD terms was 7.8%.

 

As at years ended 30 June	2022	2023	2024
NAV total return* (%)	(8.8)	(0.4)	7.8
Share price (USD)	5.79	5.46	6.26
Share Price total return** (%)	(12.8)	(3.1)	17.6
Dividend per share (US cents)	16.0	14.25	14.25

 

* Expressed in percentage terms, is a measure of the investment return earned by the Company, calculated by taking the change in the NAV over the period in question and dividing by the starting NAV. This assumes that any dividends paid in the period are reinvested at the prevailing NAV per share on the ex-dividend date and that the dividend would grow at the same rate of return as the NAV per share after re-investment. A numerical reconciliation of the NAV total return can be found in the glossary. This footnote applies to all disclosures of NAV Total Return throughout this Annual Report and Financial Statements. Please also refer to the Alternative Performance Measures.

** Expressed in percentage terms, is a measure of the return to shareholders, calculated by taking the change in the share price over the period in question and dividing by the starting share price. This assumes that any dividends paid in the period are reinvested at the prevailing share price on the ex-dividend date and that the dividend would grow at the same rate of return as the share price after re-investment. The Share Price total return is provided by an independent third-party provider of investment statistics - see glossary. This footnote applies to all disclosures of Share Price total return throughout this Annual Report and Financial Statements.

 

CHAIRMAN'S STATEMENT

 

Dear Shareholder,

 

It is with a heavy heart that I begin by marking the passing of Andy Ho.  Andy had been lead portfolio manager of the Company since 2007 and was the Chief Investment Officer of VinaCapital. He died suddenly and unexpectedly following a stroke in June.  Andy's energy and enthusiasm were critical contributors to the growth of the Company, he developed a strong team supporting VOF and instigated an investment culture which will endure.

 

Companies have succession plans in place imagining that they will be implemented over an extended period as responsibilities pass from one generation to the next.  In this case, VinaCapital's succession plan, which had been developed with the Board over a number of years, was implemented immediately with Brook Taylor, CEO of Asset Management at VinaCapital, stepping in as interim lead. Brook has lived and worked in Vietnam since 1997 and joined VinaCapital initially as Chief Financial Officer in 2007. Andy's two long-serving deputies, Khanh Vu and Dieu Phuong Nguyen, continue in their roles as co-lead managers of VOF, positions they have held for the past six years under Andy's leadership, and they are supported by a well-resourced team of 15 investment professionals. The Board has been further comforted by the appointment of Alex Hambly as Chief Investment Officer of VinaCapital. Alex had been sitting as an independent member of VinaCapital's Investment Committee for four years having served previously as CEO and CIO of Prudential's fund management business in Vietnam. He has now joined VinaCapital in Ho Chi Minh City as a full-time member of the team.

 

Performance

 

Over the year under review, the Company's NAV per share increased in USD terms by 5.8% to USD7.43. Taking account of dividends paid to shareholders, in an amount of USD21.7 million, the NAV Total Return in USD terms was 7.8%; this compared favourably with the VN-Index which increased by 4.9% over the period.

 

Performance would have been even better had it not been for reductions in the fair values of a number of the unquoted investments in the portfolio. In my statement accompanying last year's annual accounts, I referred to the progress that the Investment Manager had made in renegotiating the terms of investments in the real estate sector. Although the real estate sector has continued its recovery, liquidity remains very tight and the counterparties to our investment related to Novaland have defaulted again. Although the Investment Manager will continue to seek a full recovery of the original investment and contractual returns, the eventual outcome and its timing remain uncertain. On that basis, the Board has substantially reduced the fair value of this investment as at 30 June 2024.  Since the year end, revised terms have been agreed which are currently being documented and the Board will next assess the situation and review the valuation as at 31 December 2024.

 

Two of the Company's traditional Private Equity investments have also experienced problems during the year.  IN Holdings has suffered from a slowdown in its traditional event and conference centre business as well as finding the integration of the restaurant portfolio acquired in June 2023 more difficult than anticipated. In addition, Thu Cuc Hospital Group, the hospital and medical centre business in Hanoi, has experienced increased competition and other operating difficulties which have adversely affected its business. The Investment Manager is working with the management teams of both of these businesses to help them address their challenges but, at least in the short term, the external valuers appointed by the Board have recommended reductions in the valuations of both of these companies.

 

The net result of the fair value movements as at 30 June 2024 was a reduction of USD44.8 million, being 0.3 USD per share or 3.8% of NAV. Further details of these investments and the reductions in value are set out in the Investment Manager's report.

 

Importantly, over three-year and five-year periods, the Company delivered USD total returns of -2.1% and 59.4% compared with a 16.2% decline and 30.4% increase from the VN-Index.

 

Dividends

Recognising that many shareholders value a regular income, our policy is to pay out dividends of approximately 1% of NAV per share, twice each year and normally declared in March and October. In March 2024 we declared a dividend of 7.0 US cents per share and, today, the Board has declared a dividend of 7.25 US cents per share, broadly reflecting the increase in NAV in the second half of the financial year. This will be payable to shareholders on or around 4 December 2024.

 

Over time, regular dividends can represent a significant return of capital to investors. Since VOF first paid a dividend in September 2017, it has distributed in total 92.85 US cents per share. An investor who bought a share at the market price of USD3.82 at the 30 June 2017 year-end will have received dividends totalling 100.1 US cents per share by the end of December this year, a return of over 26% on their investment, while the market price of their shares at the end of June this year was USD6.26, an increase of 64%.

Borrowing facility

 

In March 2024, the Company extended its USD40 million secured revolving credit facility with Standard Chartered Bank for a third year and the facility will now run until March 2025.

 

Marketing and the Discount

We continue actively to promote the Company. Our Investment Manager makes great efforts to encourage investment and is assisted by our joint brokers, Deutsche Numis and Barclays Bank, along with distribution partner, Cadarn Capital which provides investor engagement services. A wide variety of information is available to existing and potential investors with the aim of stimulating demand for the shares: a detailed fact sheet is issued each month and regular updates on the Vietnamese market and economy in both written and video form are posted to our website. You can sign up to be notified of new publications at https://vof.vinacapital.com and I particularly recommend the video updates, which really help bring the case for investment to life.

In common with much of the closed-end fund sector, the discount was under pressure for a large proportion of the year under review and the Company has renewed its efforts to manage the discount through share buybacks. During the year, 8 million shares were bought back at a weighted average discount of 20.5% and at a cost of USD45.8 million, which was 4.8% of shares in issue at the start of the period. The discounts at which these shares were bought resulted in an increase in the NAV of some 7.8 US cents per share to the benefit of continuing shareholders and, the Directors believe, helped to control the volatility of the discount.

Since the year end, the discount has come under further pressure and the Company has spent a further USD20.1 million on buybacks in the first quarter of this financial year.

We will continue to publicise the long-term potential of investment in Vietnam and the benefits of the Company's unique approach to investing and will continue to use share buybacks where we believe that these are in the best interests of all shareholders.

Investment Management Fees

As a result of the exceptional performance in the year ended 30 June 2021, a balance of USD5.8 million (discounted for the time value of money to USD5.2 million) was brought forward in the Company's accounts as an accrual for potential payment of incentive fees.  In respect of the year under review a further USD8.8 million was accrued. As the total is below the cap on annual incentive fee payments of 1.5% of average month-end net assets, USD14.7 million will be paid out on publication of this annual report. 25% of the incentive fees paid will be invested by VinaCapital in buying shares in the Company and these may not be sold until they have been owned for at least five years.

The Board

 

Since the retirement of Thuy Dam last year, the Board has had lower female representation than best corporate governance practice requires. During the second half of the year, we undertook a formal process using a recruitment consultant with the objective of redressing the balance. Unfortunately, this has taken longer than we had planned due to a false start with our initial preferred candidate. We have renewed our search and hope to make an appointment by early 2025.  

 

Audit Tender

 

PricewaterhouseCoopers CI LLP had been the external auditor of the Company for the past eight years and, in compliance with best practice, the Audit Committee put out the audit to competitive tender in the latter part of 2023.  Following a rigorous tender process, the Board of Directors approved the appointment of Ernst & Young LLP which has carried out the audit of these financial statements.  Full details of the audit tender process are set out in the Report of the Audit Committee.

 

Annual General Meeting

 

All of the Resolutions proposed at the AGM held on 6 December 2023 were voted in line with the Board's recommendations.

 

This year's AGM will take place in Guernsey on 4 December 2024 at Aztec Group, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP. Notice of the AGM is sent to registered shareholders with the Annual Report and Financial Statements.

 

Outlook

 

The Vietnamese economy continues to grow at a faster rate than most economies in the world, supported by a strong manufacturing sector and continuing Foreign Direct Investment. Earnings growth for Vietnamese companies in 2024-25 is forecast to be robust and the Company's portfolio is well positioned to benefit from further growth.

As the Company looks to the future, the Board believes that Vietnam will continue to offer interesting and rewarding investment opportunities for long-term investors and we thank you for your continued support.

 

Huw Evans

Chairman

VinaCapital Vietnam Opportunity Fund Limited

23 October 2024

 

INVESTMENT MANAGER'S REPORT - 30 JUNE 2024

 

During the financial year ended 30 June 2024, the fund's NAV increased by 7.8% (USDTR) and the Company's share price increased by 17.6% (USDTR).

 

Total Return in USD terms1	Financial Year 2024	3 years	5 years
VOF NAV	7.8%	-2.1%	59.4%
VOF Share Price	17.6%	1.6%	64.1%

 

Table: VOF NAV and share price performance

Source: Bloomberg, VinaCapital.

 

This year's performance is a welcome return to positive NAV returns. The challenges that impacted the real estate sector and corporate bond activities in 2022 have been a detractor to the market and fund performance over both the past financial year, as well as over the 3-year period. As the situation begins to show signs of improvement this will benefit the fund's performance given that real estate remains our largest sector allocation.

 

VOF's investment strategy is set out in its name and remains unchanged - to seek differentiated investment opportunities by adopting a private equity approach, using a unique combination of the skills of the team and the scale of the fund to negotiate terms and conditions not readily available to other investors.

 

Furthermore, the fund was the first Vietnam-focused fund to be listed on the LSE's Main Market, providing investors access to the shares, trading an average of USD 2.0 million per day¹, remaining one of the most liquid listed funds on the LSE for investors to access the Vietnam opportunity.

 

The Company's strategy allows the manager to navigate the limitations of a fundamentally illiquid market.  Thorough due diligence allows us to identify quality companies, in which we seek to negotiate significant positions, where we can influence the direction of the investee company and have terms that provide downside protections. Approximately 80% of the portfolio has been entered into through a privately negotiated process over the years.

 

On 6 June 2024, Andy Ho, the leader of the VinaCapital team, sadly passed away following a stroke. The succession plan that was in place was swiftly activated. Brook Taylor, CEO of VinaCapital's Asset Management business stepped in as interim lead of the fund, supported by Don Lam, CEO of VinaCapital. Two long-serving deputies of Andy Ho, Khanh Vu and Dieu Phuong Nguyen have continued as co-lead managers, reporting to Alex Hambly, whose appointment as Group CIO of VinaCapital was announced in July 2024. Alex has served as a member of VOF's Executive Investment Committee since 2020, so he is familiar with the portfolio and the team and brings valuable relevant experience, including with Prudential in Vietnam where he served as CEO and CIO of the Vietnam fund management business. The management team leads a dedicated team of 15 investment professionals supporting VOF. We believe that this team is well positioned to continue to execute effectively the fund's investment strategy.

 

¹Source: Bloomberg. Based on the average daily trading value over the 12-months period ending 30 June 2024.

 

Relative Performance

 

Whilst the VN Index is not a benchmark for the fund, it serves as a useful comparison for some investors, which we show below, along with other indices for reference.

 

Total Return in USD terms2	Financial Year 2024	3 years	5 years
VOF NAV	7.8%	-2.1%	59.4%
VOF Share Price	17.6%	1.6%	64.1%
VN Index	4.9%	-16.2%	30.4%
MSCI EM Index	12.9%	-13.6%	18.4%
MSCI FM Index	12.7%	-8.7%	12.6%
MSCI VN Index	-4.8%	-41.2%	-17.7%

Table: VOF NAV and share price performance, VN Index and other indexes, as of 30 June 2024 (USDTR).

 

Source: Bloomberg, VinaCapital.

 

Risk-adjusted returns

 

The strategy of the fund allows the team to deliver stable risk-adjusted returns through a lower level of volatility as compared with the VN Index.

 

As of 30 June 2024, the fund's standard deviation (as measured by the volatility of the month-end NAV over a 5-year period) is 18% whereas the VN Index volatility is higher, at 25%.

 

The fund's Sharpe Ratio (another measure of risk-adjusted returns) is, as of 30 June 2024, 0.42x (as compared to the VN Index of 0.13x).

 

Sector Allocation

 

The Company's strategy by its nature demands a bottom-up approach to fundamental analysis of the businesses in which we invest. To help frame the strategy, we adopt a top-down sector approach, directing the fund managers to seek opportunities in the sectors that will benefit from Vietnam's long-term economic growth. We use the liquidity in the fund to adjust the exposures, all-the-while remaining diligent to our sell-discipline and operating within clearly defined portfolio guidelines and limits. Investment and divestment decisions are made via a process that includes proposals presented to an Investment Committee of five members, while the Risk Management Committee, which is independent of the investment team, will discuss potential risks that may be involved in the investment or divestment decision for the Investment Committee to consider.

 

As the fund is not benchmarked to the index there are some significant differences, most notably in financials where the index is heavily weighted at 43% (including banks which are 38% of index weight, and non-banks at 5%).

 

Portfolio Top 10 Holdings and Weighted Contribution to Returns for FY2024

 

Asia Commercial Bank (Quoted: HOSE: ACB, Market Cap: USD4.2 billion, NAV: 13.3%):

 

The fund first invested in ACB in 2020 through a privately negotiated process to purchase a large block from an institutional investor and increased its exposure in 2022, once again through a privately negotiated process.

 

Established in 1993, ACB is one of the leading publicly listed commercial banks in Vietnam focusing on the rapidly growing affluent retail and SME segments. We like it for its high asset quality, strong credit growth, prudent lending standards, robust risk management philosophy and low exposure to real estate and corporate bonds (which has been proven right during the course of 2023 and 2024).

 

During the year ACB delivered a +20.2% return. We remain positive on the outlook, but we have trimmed some of the position to maintain portfolio diversification.

 

FPT Corporation (Quoted: HOSE: FPT, Market Cap: USD7.5 billion, NAV: 11.3%):

 

The fund first invested in 2017 to acquire a large block of FPT shares through a privately negotiated process and over the past 12 months has added a further 10% to the holding.

 

Established in the 1990s, FPT is Vietnam's leading technology and software service company, which derives most of its revenues from software outsourcing and broadband services, the growth of which is being driven by growing global IT spending and increased spending on digital transformation projects by corporations and local governments in Vietnam. 

 

During the year FPT delivered a +80% return. We remain positive on the outlook, particularly given Vietnam's cost competitive workforce; average hourly rates in Vietnam for software engineers are around USD18, versus ~USD29 in India and China. Nevertheless, increasing our exposure in this quality company needs to be balanced with risk diversification, and as such we monitor this position closely.

 

Khang Dien Homes (Quoted: HOSE: KDH, Market Cap: USD1.2 billion, NAV: 10.9%):

 

The fund first invested in KDH in 2008 before the company was listed, through a privately negotiated investment. To this day, the manager has served on the board and supervisory committee and played a key role in the company's development, contributing to its growth and strategic direction through several market cycles, including the acquisition of a real estate developer.

 

Established in 2001, KDH is a leading developer of landed property, including townhouses and villas in southern Vietnam, particularly known for its strong presence in Ho Chi Minh City, and its ability to secure and complete land title and documentation is highly prized by home buyers. The long-term growth prospects for residential real estate developers like KDH remain very promising, driven by the persistent demand for new housing units across the country. The business is well managed with solid fundamentals and a prudent net debt-to-equity ratio (the lowest amongst its peer group) and minimal exposure to corporate bond issuance, which have been problems for lesser quality real estate developers.

 

During the year KDH delivered a +20% return. We remain positive on the outlook, given that we anticipate a recovery in the real estate sector by late 2024 and into 2025, which is expected to boost KDH's approvals and sales of new projects and result in high take-up rates on those projects. For example, in December 2023 KDH launched a project in District 9 of Ho Chi Minh City, which saw almost 100% sales and deposits received within the first two weekends of the project launch.

 

Hoa Phat Group (Quoted: HOSE: HPG, Market Cap: USD7.1 billion, NAV: 9.1%):

 

The fund first invested in Hoa Phat in 2007 before it was listed, through a privately negotiated transaction. The company was still outside of the top-10 steel producer in the country, in what was then a highly fragmented market. The manager has served on the board and played a key role in the company's development, contributing to its growth and strategic direction for several years, but has since stepped down from both the board and supervisory committee.

 

Established in 1992, HPG today is Vietnam's largest steel producer by a wide margin with over 30% market share. The company supplies high-quality construction steel for a variety of sectors, including factories, industrial parks, logistics, infrastructure projects and residential developments.

 

During the year HPG delivered a +8% return as the impact of slower demand from real estate projects was partially offset by demand from FDI projects and infrastructure. Global industry executives have voiced concerns over China dumping excess steel due to over-capacity. In response, Vietnam's steel companies are expected to shift focus from exports to the domestic market in anticipation of eventual trade barriers on steel imports in various countries, including potentially exports from Vietnam. Furthermore, Vietnam's government initiated its own anti-dumping investigation on hot-rolled coil steel imports from China and India in late July 2024, which should also help support domestic steel demand by limiting foreign competition. We remain positive on the outlook, given that we anticipate a recovery in the real estate sector by late 2024 and into 2025. Nevertheless, we have been trimming down our position in HPG over recent years, and today HPG is no longer a top three holding in the portfolio.

 

Airports Corporation of Vietnam (Quoted: UPCoM: ACV, Market Cap: USD10.4 billion, NAV: 8.1%):

 

In 2015, VOF acquired ACV via a little-publicised state-run privatisation process (known as an equitisation auction process here in Vietnam), being one of small handful of international investors who participated in the company.

 

Established in 2012 when the Ministry of Transport merged three corporations namely Northern, Middle and Southern Airports Corporations. Today, ACV is the largest airport operator and aviation infrastructure developer in Vietnam, managing 21 of the 22 airports nationwide, and has been a key beneficiary of the ongoing recovery in domestic and international passenger travel, which is now approaching pre-Covid levels.

 

During the year ACV delivered a strong +52% return. We remain positive on the outlook as tourism and air travel in Vietnam continue to grow. Additionally, ACV's new investments, such as the development of Tan Son Nhat Terminal 3 in Ho Chi Minh City, are set to add 20 million passengers per year upon its expected completion in May 2025. ACV is also expanding its capacity with the construction of Cargo Terminal 1 in Phase 1 of Long Thanh International Airport, which is projected to be operational by 2027, accommodating an additional 25 million passengers and 1.2 million tons of cargo annually.

 

Tam Tri Hospital Group (Unquoted, TMMC, NAV: 4.3%):

 

The fund first invested in Tam Tri in 2018 by way of a privately negotiated transaction, since when a representative of the manager has served on the Board and played a key role in the company's development.

 

In October 2022, the fund made a second investment into the Tam Tri medical platform and simultaneously integrated Thai Hoa International Hospital (an existing investment in our private equity portfolio) into this platform to create one of the leading private hospital platforms that stretches from Vietnam's central region down to Ho Chi Minh City, and into the Mekong Delta region where an improvement in the level of healthcare services is sorely needed.

 

Established in 2013, Tam Tri is Vietnam's largest hospital chain by asset network.   After the roll-up of the Thai Hoa hospital platform and several other bolt-on investments in existing hospitals within the major metropolitan cities within Vietnam, the Tam Tri platform has seven operating hospitals in key locations across the country and one more under construction.

 

IN Holdings (Unquoted, INH, NAV: 3.4%):

 

Established in 2007, IN Holdings is the market leader in Vietnam's conference and hospitality industry, operating in renowned venues such as the GEM Centre which opened in 2014, and the White Palace convention centres in and around Ho Chi Minh City.

 

The Company took a shareholding in IN Holdings in 2020 at a cost of USD20.0 million.  Since that time, the shareholding has been valued at each year-end by KPMG, the Company's external valuer.  As at 30 June 2023, the shareholding was valued at USD25.6 million. Taking into account exchange rate and other movements during this financial year, the carrying value on VOF's balance sheet as at 30 June 2024 was USD23.2 million. In addition, in the second half of 2023, VOF extended two loans totalling USD28.9 million to IN Holdings to fund the acquisition of a significant portfolio of over 40 F&B outlets from NovaGroup. 

 

Over the past year, the convention centres have suffered from the general slowdown in the domestic economy and IN Holdings' growth projections have been scaled back. Furthermore, the integration of the F&B portfolio has been challenging and the restaurants have not met their profit projections.  Finally, the Vietnamese authorities revoked IN Holdings' licence to develop a project in Can Tho which had previously been carried on IN Holdings' balance sheet as an asset and which has now been written off.

 

Taking into account all these factors, KPMG, the external valuers valued the Company's shareholding in IN Holdings as at 30 June 2024 at USD9.4 million, a reduction of USD13.8 million. The loans to IN Holdings are carried on the Company's balance sheet at USD28.5 million.

 

Thu Cuc Hospital Group (Unquoted, TCI, NAV: 3.3%):

 

Established in 2011, Thu Cuc developed into Hanoi's largest private healthcare provider, serving mid- and high-income individuals seeking high-quality medical services unavailable at local public hospitals.

 

The fund invested in 24.4% of the equity of Thu Cuc in 2020 at a cost of USD21.7 million.  Since that time, the shareholding has been valued at each year-end by KPMG, the Company's external valuer. As at 30 June 2023, the shareholding was valued at USD47.2 million. Taking into account exchange rate and other movements during this financial year, the carrying value on the Company's balance sheet as at 30 June 2024 was USD48.3 million.

 

During the year, performance was below the strong recovery post-pandemic. Lacklustre spending by consumers and increased competition has led to a reduction in earnings and this has resulted in KPMG valuing the Company's shareholding in Thu Cuc at USD37.1 million as at 30 June 2024, a reduction of USD11.2 million. However, Vietnam remains high on the agenda of international investors looking to enter the healthcare market, and we believe that a stabilisation and recovery in the business performance of TCI will highlight the uniqueness of this asset.

 

Phu Nhuan Jewelry (HOSE: PNJ, Market Cap: USD1.3bn, NAV: 4.1%):

 

The fund first invested in 2007 through a privately negotiated process, and one of our team for several years sat on the board of this publicly listed company.

 

Established in 1988, PNJ has developed into a leading jewelry company in Vietnam with over 60% market share in the high-end segment, being a well-respected and trusted brand amongst consumers thanks to its long history and continuously evolving portfolio of jewelry that young consumers respond well to. PNJ benefits from the fast-growing discretionary and luxury spending of the country's emerging middle class.

 

During the year PNJ delivered a +19% return. We remain positive on the outlook for the sector and the ability of management to maintain strong growth.

 

Vietnam Prosperity Bank (HOSE: VPB, Market Cap: USD 5.8 billion, NAV: 3.8%):

 

The fund first invested in VPB via a privately negotiated purchase in March 2020 during the onset of the global pandemic.  A sharp correction in the local market created an opportunity for the manager to take a shareholding in this fast-growing commercial bank at a reasonable valuation. In June 2023, the fund invested a further USD39.5 million by way of a privately negotiated transaction.

 

Established in 1993, VPB owns a comprehensive ecosystem of financial services to serve the fast-growing retail segments (banks, brokerages, insurance, consumer finance). It is also one of the four banks to receive a substantial credit growth quota for the next five years from the State Bank of Vietnam (we expect growth of more than 20% per annum vs. the sector's expected 14% growth) owing to its role in the restructuring of a weaker bank, GP Bank. Currently, VPB is focused on addressing its high NPLs, particularly those related to the real estate sector (developers and retail mortgages) and manufacturing/SMEs.

 

During the year VPB's return was flat. Despite the challenges, we remain positive on the outlook for the sector and the company and expect a recovery in performance in the first half of 2024 to accelerate in 2025. 

 

Valuation adjustments to privately negotiated investments

 

In 2021, the Company entered into a structured investment related to the NovaGroup Joint Stock Company ("NovaGroup"), which is the holding company of the listed company Novaland Joint Stock Company ("Novaland", HOSE: NVL). As at 30 June 2022, this investment had a carrying value of USD58.5 million representing principal and accrued interest. The terms of the transaction included downside cover including collateral supporting the investment and other legal protections.

 

Towards the end of 2022, the real estate market in Vietnam experienced liquidity problems and, in December 2022, the borrower defaulted on payments due in respect of the investment. Revised repayment terms were agreed with the borrower which resulted in a revised valuation as at 30 June 2023 of USD37.2 million. 

 

As at 31 December 2023, the assumptions were reviewed by the Board and the valuation of the investment was reduced to USD33.5 million. Furthermore, on 30 June 2024 the borrower defaulted on the revised repayment schedule and the Board further reassessed the value of the investment as at that date to USD14.2 million, resulting in a reduction in fair value of USD19.3 million. Since the year end, revised terms have been agreed with the borrower which are currently being documented. 

 

The valuations at each half year are determined using a model based on the payments due to be made by the borrower discounted at a rate which takes into account the cost of money and, more particularly, the Board's assessment of the risk at that time that the payments might not be made. As time has passed and the borrower has now failed to pay on two occasions, the discount rate has increased - hence the further reduction in fair value as at 30 June 2024. However, it is worth noting that we continue to dedicate considerable time and effort with a view to obtaining a full recovery of the original investment and contractual returns. If liquidity is re-established in the real estate market and the borrower honours its commitments, the cash recovery to the Company will be substantially higher than the valuation today.

 

Dat Xanh Services and HTL remain in breach of their agreements with the fund and the valuations of these investments have been reduced by USD 0.8 million and USD 3.0 million respectively.

 

Divestment Activity during the Period

 

As mentioned above, where appropriate the fund trims the portfolio, and during the period the manager sold shares in: HPG (USD34.4 million), QNS (USD28.3 million), OCB (USD17.1 million), ACB (USD15.8 million), VPB (USD12.2 million), KDH (USD10.0 million) and others (USD12.2 million).

 

The fund fully exited three investments: KDC (USD30.6 million), CTD (USD14.3 million) and Nova Consumer Group (USD25.9 million) which was restructured and swapped into the assets of the Nova Group F&B portfolio which was transferred into IN Holdings as described above.

 

Macroeconomic Highlights

 

Vietnam saw strong GDP growth of 6.4% over the first six months of the calendar year 2024, compared to 5.1% GDP growth for the full year in 2023. This growth was primarily driven by external factors, particularly by the strength of the US economy, which has boosted exports to the US - Vietnam's largest export market - and driven by the recovery of Vietnam's manufacturing sector. However, internal factors are detracting from growth, with domestic consumption remaining muted and with a slower pace of government spending on infrastructure development.

 

There are signs that public spending will continue to drive the country's GDP growth in the second half of 2024. Export growth (+15%) outpaced manufacturing output growth (+9%) in the first half of 2024, which means that manufacturers will need to import more input materials to ramp up production for rising orders. This could lead to a modest trade deficit and potentially add further pressure on the VN Dong.

 

We expect GDP growth to remain at 6.5% in 2025, unchanged from 2024, despite signs of a slowing US economy and reduced demand for "Made in Vietnam" products. We are optimistic that the government will significantly increase new real estate project approvals, which will indirectly boost consumer confidence and spending, as well as accelerate infrastructure projects to support the economy in 2025. In other words, Vietnam's GDP growth will likely transition from being driven by external factors in 2024 to being driven by internal factors in 2025.

 

The USD-VND exchange rate has continued to depreciate in 2024. Earlier this year, the SBV intervened in markets to support the VN Dong. We expect interest rates to remain low and accommodative as the US Fed takes a less aggressive stance on monetary policy, leading to a stabilization of the USD-VND exchange rate.

Vietnam will continue to be a prime destination for FDI, particularly for multinationals looking to produce for export and seeking an alternative manufacturing base to China. FDI inflows grew by 8% y-o-y to USD 10.8 billion in the first half of 2024, equivalent to about 5% of GDP. The value of newly planned projects jumped by 43% y-o-y to USD 13.5 billion, ensuring a strong pipeline of initiatives that will expand the country's industrial production capacity for years to come. Furthermore, companies have now started relocating more complex manufacturing-related activities to Vietnam. 

We believe that Government policies are likely to remain focused on attracting FDI and boosting Vietnam's economy. These policies have been remarkably consistent over the past twenty years, and we firmly believe they will continue to drive the country's development in the long-term.

Market Outlook

It now appears that more fundamental drivers introduced in recent months are finally having a positive effect. Globally, inflation appears to be moderating in developed markets, and the US Fed appears to be taking a less aggressive stance on monetary policy. Domestically, a sense of calm is settling in as the real estate sector improves, with signs of a recovery now expected from 2025 and onwards. Interest rates are expected to remain moderately low and accommodative, while supportive measures for the corporate bond and real estate market were introduced to help further strengthen the recovery in the real estate sector.

We expect core EPS¹ growth to further accelerate from 12% in 2024 to 24% in 2025 and note that Vietnam's 9.4x P/E valuation for FY25 is attractively valued compared to its historic norm and compared to its regional EM peers.  In addition, foreign outflows have slowed and we would not be surprised if inflows accelerate next year, especially if more progress is made in Vietnam's upgrade from a Frontier to an Emerging Markets stock market by FTSE-Russell.

[1] See Glossary

Vietnam's banking sector has the biggest weighting in the benchmark VN-Index (38%) and the second biggest weighting in VOF's portfolio (20.2%). Banks are benefitting from several positive fundamental factors, including accelerating credit growth and improving asset quality. We expect sector-wide earnings to grow by 16% this year, driven by 14% credit growth (in line with recent years), in turn driven by increasing demand from household businesses, homebuyers and public infrastructure projects. Additionally, asset quality has stabilized since Q1-2024, as banks find it easier to seize and liquidate real estate collateral backing NPLs, aided by the recovery of the country's real estate market. During the financial year, VOF has taken on more banking sector exposure with investments in a leading commercial bank Vietnam Prosperity Bank (HOSE: VPB), which we discuss above.

Vietnam's real estate sector is the second-largest weighting in the VN-Index (14%) and the largest weighting in VOF's portfolio (21.8%). There are clear signs that the market is starting to recover, with real estate transaction activity increasing from 25% year-over-year in the first quarter of 2024 to 40% in the first half of the year. Additionally, the government is showing commitment to revitalizing real estate development, evidenced by the accelerated implementation of a new land law originally scheduled for early 2025 but enacted ahead of schedule. Mortgage rates also remain accommodative.

Vietnam's consumer sector has the third largest weight in the VN-Index (12.9% weight). In 2024, retail sales in Vietnam resumed growing at an 8-10% rate (following a challenging year in 2023), which is in-line with its pre-COVID-19 norm. After the end of the financial year, VOF increased its exposure to the consumer sector by investing in KIDO Group to fund the acquisition of Tho Phat, a market leader in steamed buns with a large-scale distribution network.

We look forward to continuing to make investments that take advantage of the growing domestic economy and rising personal incomes in Vietnam. We continue to monitor the market landscape for opportunities across various sectors.

ESG Reporting and Voting

As with last year's Annual Report, this year we have included a discussion of our Responsible Investment approach and principles in the Corporate Governance Statement of the Annual Report where a description of both the Board's and Investment Manager's commitments to ESG is discussed.

It is helpful to reiterate VinaCapital's commitment to adopting and implementing the United Nations-supported PRI, which VinaCapital believes is in the best long-term interests of its investors and portfolio companies, and which contributes to a more long-term oriented, transparent, sustainable, and well-governed investment market. We take a pragmatic approach to adopting ESG in our investment activities, while realising the limitations of investing in a developing market. We therefore focus less on screening companies solely on ESG issues, and more on stewardship activities where we believe that a patient timeframe and active engagement can improve outcomes. This is further reflected in our approach to voting and ensuring that we actively participate in voting across our portfolio companies.

For publicly listed companies, VinaCapital has implemented a rigorous framework to assess ESG risks and to encourage companies to improve their practices when warranted. Our portfolio managers and in-house ESG and research teams regularly engage with management on ESG policies and practices. The discussions around ESG revolve around our proprietary framework of over 200 questions that cover 17 areas of focus, including management and corporate structure; business ethics; energy, water, pollution, waste management, and greenhouse gas emissions; biodiversity; employee related issues such as wages, health, employment conditions; and community impacts.

Our research team has made over 117 assessments of publicly listed companies, covering 100% of those held in the VOF public equity portfolio.

Voting Activities

As stewards of our investors' capital, we systematically engage with our investee companies on ESG matters. Our engagement takes various forms including voting, direct discussions with management, and educational initiatives.

As part of VinaCapital's Voting Policy that applies to all of the funds that VinaCapital manages, a core principle is that we seek to actively participate and vote on all resolutions. We will generally exercise the voting rights for resolutions associated with the following matters:

·      Corporate governance issues, including changes in the statutes of incorporation (such as amendments to the memorandum and/or articles of association), takeover, merger or disposal, acquisition and other corporate restructuring, and anti-takeover provisions;

·   Changes to capital structure, including increases and decreases of capital and preferred stock issuances, approval of rights, bonus issue and warrants, and special dividend distributions (dividends in specie);

·      Amendments to stock option schemes and other management compensation issues;

·      Environmental, Social and Corporate responsibility issues;

·    Compensation issues, including remuneration and operating expenses for the board of directors and supervisory board, adjustments in management rewards, the purchase of liability insurance for executives, Employee Stock Ownership Programs (ESOPs), and rewards for surpassing board performance targets;

·     Business routine issues, encompassing the report regarding the audit committee, business results and plans, and amendments and supplements to the company's charter, including changes to the legal representative, fiscal year, company name, headquarters, business certification, business registration, business lines, and transactions with subsidiaries; and

·      Any other issue that may significantly affect the Company's interests.

 

During the year up to 30 June 2024, 24 investments held in the VOF portfolio held their AGM. This included public and private companies, where VOF achieved a 100% voting participation rate representing 177 resolutions, in compliance with our voting proxy. Of the 177 resolutions that we voted on, we abstained 5 and voted against 1 of these resolutions, while we supported the remaining 171 resolutions.

 

Of the 177 resolutions, 18 votes related to ESG matters, representing 10.2% of voting resolutions. The ESG category predominately captures resolutions that relate to the "Governance" element of ESG, including for example: the appointment and removal of board members, and members of the supervisory committee; appointment of external auditors; or amendments to the company charter and internal policies. There were very few resolutions tabled by the portfolio companies that relate to Environmental or Social matters, perhaps a reflection of the stage of immaturity of this developing market in addressing these concerns. The other two categories where the majority of votes fall are: 77 votes related to Business Routine matters, representing 43.5% of voting resolutions, and 22 votes related to Compensation matters, representing 12.4% of voting resolutions.

 

A detailed report outlining the manager's approach to ESG is available on VinaCapital's web site at vinacapital.com/esg.

Looking Ahead - A Focus on Growth Sectors

 

We remain positive on domestic consumer sentiment and the spending power of Vietnam's rising middle-income class. In recent years we have been underweight consumer sector companies in the portfolio, partly owing to weak earnings growth arising from the pandemic or competitive forces, or companies with unproven and unprofitable business models and growth engines, or where local consumer-focused companies have significant challenges competing with regional and global players that entered the local market. This phase of rationalisation continues, offering good opportunities to identify potential winners.

 

For investors who have confidence in the long-term growth potential for the market, valuations are attractively priced and are below historical averages.

 

We would like to express our sincere thanks to our diligent and dedicated investment team who have worked tirelessly through this recent period of volatility and personnel challenges, as well as the unwavering support and guidance of our independent board of directors. Most importantly, we thank our shareholders who remain invested and have entrusted us to carry out the execution of our strategy to deliver long-term performance in this exciting, yet challenging market.

 

 

 

Khanh Vu                                             Dieu Phuong Nguyen

Co-Portfolio Manager                            Co-Portfolio Manager

Deputy Managing Director                     Deputy Managing Director

23 October 2024

 

VINACAPITAL MANAGEMENT TEAM

 

Don Lam

Group Chief Executive Officer

Don Lam is a founding partner of the Investment Manager and has more than 20 years' experience in Vietnam. He has overseen the Investment Manager's growth from the manager of a single USD10 million fund in 2003 into a leading investment management and real estate development firm in Southeast Asia, with a diversified portfolio of more than USD3 billion in assets under management. Before founding the Investment Manager, Mr Lam was a partner at PricewaterhouseCoopers (Vietnam), where he led the corporate finance and management consulting practices throughout the Indochina region. Additionally, Mr Lam set up the VinaCapital Foundation whose mission is to empower the children and youth of Vietnam by providing opportunities for growth through health and education projects. He is active in the World Economic Forum and is a member of several business task forces and committees in Vietnam. He has a degree in Commerce and Political Science from the University of Toronto and received an honorary doctorate from the Royal Melbourne Institute of Technology Vietnam. He is a Chartered Accountant and is a member of the Institute of Chartered Accountants of Canada. He also holds a Securities Licence in Vietnam.

 

Brook Taylor

Chief Executive Officer, VinaCapital Asset Management

Brook Taylor is the Group Chief Operating Officer of the Investment Manager and Chief Executive Officer of Asset Management. Mr Taylor has more than 20 years of management experience, including more than eight years as a senior partner with major accounting firms. Previously, he was deputy managing partner of Deloitte in Vietnam and head of the firm's audit practice. He was also managing partner of Arthur Andersen Vietnam and a senior audit partner at KPMG. Mr Taylor has lived and worked in Vietnam since 1997. Mr Taylor's expertise spans a broad range of management and finance areas including accounting, business planning, audit, corporate finance, taxation, and risk management. He holds an Executive MBA from INSEAD and a Bachelor of Commerce and Administration from Victoria University of Wellington.

 

Alex Hambly

Chief Investment Officer

Alex Hambly is the Group Chief Investment Officer of the Investment Manager, appointed in July 2024, and, since 2020, he has served as a member of VOF's Investment Committee. He has over 30 years of global investment experience working with Barclays, HSBC, British International Investment, Prudential and a leading Asian family office. In this time, he has lived and worked in the UK, India, Vietnam and Singapore. From 2003 to 2007 he served as Chief Executive Officer and Chief Investment Officer of Prudential's fund management business in Vietnam, and in total he has more than 12 years' investment experience in Vietnam.  He holds a Bachelor of Arts (Hons) degree in Modern History from Durham University, UK.

 

Dieu Phuong Nguyen

Co-Portfolio Manager, Deputy Managing Director

Dieu Phuong joined VinaCapital in 2005 and is responsible for the Company's private equity investments and deal sourcing. Ms Phuong has led several private equity and private placement investments for the Company and holds board positions at several of the Company's investee companies including Khang Dien House (HOSE: KDH). Ms Phuong has previous experience at KPMG Vietnam where she covered international and local banks and holds a BA from the Banking University of Vietnam and is a fellow member of the ACCA (UK).

 

Khanh Vu

Co-Portfolio Manager, Deputy Managing Director

Khanh Vu joined VinaCapital in 2010 and is responsible for the Investment Manager's capital markets, portfolio management, investor relations and communication activities for the Company. He is also an active member of the Company's Investment Committee, involved in deal sourcing, investment execution and monitoring. Mr Vu has over twenty years of investment experience and has been based in Vietnam for the last twelve years. Mr Vu has held managerial positions in corporate finance, asset management, investment banking, and professional services. Prior to VinaCapital, he was at Macquarie Bank based in New York and Sydney, with his last posting on the buy-side infrastructure asset management team. Prior to that, he held various positions with Deloitte & Touche and Arthur Andersen, based in Sydney. Mr Vu holds both Master's and Bachelor's degrees from the University of New South Wales, Sydney, and a Graduate Diploma of Applied Finance granted by the Financial Services Institute of Australia where he is a Fellow.

 

Michael Kokalari

Chief Economist

Michael Kokalari, CFA serves as VinaCapital's Chief Economist and is responsible for providing thought leadership and technical acumen on a wide range of global and local macroeconomic issues with a view to maximising the Company's investment performance. Mr Kokalari has worked in Vietnam for fifteen years and was previously the Head of Research at CIMB Securities Vietnam, and the Chief Investment Officer of Saigon Asset Management. Earlier in his career, Mr Kokalari was a derivatives trader in Tokyo & London where he ran multi-billion dollar trading books for Lehman Brothers, JP Morgan Chase, Credit Suisse First Boston, BNP Paribas and West LB. Mr Kokalari co-authored the CFA guide to Credit Derivatives, and was a contributor to "Risk Management: Foundations for a Changing Financial World" (published in 2010), along with Nobel Prize winners Myron Scholes and William Sharpe of Stanford University. Mr Kokalari holds an MS Engineering in Computational Mathematics from Stanford University, an MS Mathematics from Stanford, an MS Management from the Graduate School of Business at Stanford, and a BA Mathematics from Clark University, where he was a Gryphon and Pleiades Scholar.

 

BOARD OF DIRECTORS

 

Huw Evans

Non-executive Chairman (Independent)

(Appointed 27 May 2016)

Huw Evans qualified in London as a Chartered Accountant with KPMG (then Peat Marwick Mitchell) in 1983. He subsequently worked for three years in the Corporate Finance Department of Schroders before joining Phoenix Securities Limited in 1986. Over the next twelve years he advised a wide range of companies in financial services and other sectors in the UK and overseas on mergers and acquisitions and more general corporate strategy. Since 2005 he has acted as a Director of a number of companies and funds. He holds an MA in Biochemistry from Cambridge University. Huw is a UK resident.

 

Peter Hames

Non-executive Director (Independent)

(Appointed 24 June 2021)

Peter Hames spent 18 years of his investment career in Singapore, where in 1992 he co-founded Aberdeen Asset Management's Asian operation and, as director of Asian Equities, he oversaw regional fund management teams responsible for running a number of top-rated and award-winning funds.  Peter is a former director of Polar Capital Technology Trust plc, Syncona Ltd (formerly BACIT Ltd) and a former independent member of the operating board of Genesis Investment Management, LLP. Peter is a Guernsey resident.

 

Julian Healy

Non-executive Director (Independent)

(Appointed 23 July 2018)

Julian Healy has over thirty years' experience of banking, private equity and investment management in emerging and frontier markets. He has been a non-executive director of a number of companies and financial institutions in emerging markets. He holds an MA in Modern Languages from Cambridge University and is a member of the Institute of Chartered Accountants in England and Wales. Julian is a UK resident.

 

Kathryn Matthews

Non-executive Director (Independent)

(Appointed 10 May 2019)

Kathryn Matthews has been involved in financial services for the last 40 years. Her last executive role was as Chief Investment Officer, Asia Pacific (ex-Japan), for Fidelity International. Prior to that, Kathryn held senior appointments with William M Mercer, AXA Investment Managers, Santander Global Advisers and Baring Asset Management. She has previously been on the Board of Directors of a number of investment companies including Fidelity Asian Values and JPMorgan Chinese Investment Trust. She is currently on the Board of JPMorgan Asia Growth and Income Fund, British International Investment Ltd and is Chairman of Barclays Investment Solutions Ltd. Kathryn is a UK resident.

 

Hai Thanh Trinh

Non-executive Director (Independent)

(Appointed 30 June 2022)

Hai Thanh Trinh has over 35 years' business experience, having held various managerial and senior executive positions at financial services institutions in Vietnam and in the United States including Indochina Capital, New York Life and BAOVIET Insurance Group. Prior to joining the Company, he used to serve as an Independent Director at Saigon Hanoi Commercial Bank, and An Binh Commercial Bank. He currently also serves as Independent Director and Chairman of the Audit Committee of Van Phu Invest, a listed real estate developer in Vietnam. He holds an MBA in Finance and Investment from The George Washington University, a FFSI (Fellow of LOMA Financial Services Institute) and a LLIF granted by LIMRA Leadership Institute and The Wharton School (University of Pennsylvania). Hai is a Vietnam resident.

 

DISCLOSURE OF DIRECTORSHIPS IN OTHER PUBLIC COMPANIES LISTED ON RECOGNISED STOCK EXCHANGES

 

Directorships		Stock Exchange
Company Name
Huw Evans
Third Point Investors Limited		London
Peter Hames
None		-
Julian Healy
Fidelity Emerging Markets Limited*		London
Kathryn Matthews
JPMorgan Asia Growth & Income Plc		London
Hai Thanh Trinh
Van Phu Investment Joint Stock Company		Vietnam

*Resigned from the board of directors on 17 January 2024

 

The Board is required to declare any potential conflicts at each meeting. During the year, no Director reported any potential conflicts that may affect their independence.

 

CORPORATE GOVERNANCE STATEMENT

 

The Board is responsible for strategy and has established an annual programme of agenda items under which it reviews the objectives and strategy for the Company.

 

To comply with the UK Listing Regime, the Company must comply with the requirements of the UK Code. The Company is also required to comply with the Guernsey Code. The Company is a member of the AIC and, by complying with the AIC Code, the Company is deemed to comply with both the UK Code and the Guernsey Code. The Board has considered the Principles and Provisions of the AIC Code. The AIC Code addresses the Principles and Provisions set out in the UK Code, as well as setting out additional Provisions on issues that are of specific relevance to the Company as an investment company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the Financial Reporting Council and the Guernsey Financial Services Commission, provides relevant information to shareholders. The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adopts the Principles and Provisions set out in the UK Code to make them relevant for investment companies.

 

The UK Code includes provisions relating to the role of the chief executive, executive directors' remuneration and the need for an internal audit function. For the reasons set out in the AIC Code, and as explained in the UK Corporate Governance Code, the Board considers that these provisions are not relevant to the Company, being an externally managed investment company. The Company has therefore not reported further in respect of these provisions.

 

The Board is of the view that throughout the year ended 30 June 2024, the Company complied with the recommendations of the AIC Code. Key issues affecting the Company's corporate governance responsibilities, how they are addressed by the Board and application of the AIC Code are presented below.

 

Provision 1 of the AIC Code requires the annual report to set out the following information:

 

How opportunities and risks to the future success of the business have been considered and addressed	An overview of the Company's performance is set out in the Chairman's Statement, and a more detailed review is set out in the Investment Manager's Report. A detailed review of risk management is set out below.
The sustainability of the company's business model	The sustainability of the business model is set out in the Viability Statement below.
How its governance contributes to the delivery of its strategy	The approach to governance is set out in this section of the Annual Report, in particular the section 172 statement below and the description of the board structure.

 

There is no information that is required to be disclosed under the UK Listing Rule 6.6.1.

 

Section 172 Statement

 

Section 172 of the UK Companies Act applies directly to UK domiciled companies. Nonetheless, the intention of the AIC Code is that the matters set out in section 172 are reported on by all London listed investment companies, irrespective of domicile, provided that this does not conflict with local company law.

 

Section 172 states that: A director of a company must act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the six items (a) to (f) in the table below. A summary of relevant activities is also included in the table:

 

Section 172(1) statement area	Response
(a) the likely consequences of any decision in the long term,	In managing the Company, the aim of the Board and the Investment Manager is always to ensure the long-term sustainable success of the Company and, therefore, the likely long-term consequences of any decision are a key consideration. In managing the Company during the year under review, the Board acted in the way which it considered, in good faith, would be most likely to promote the Company's long-term sustainable success and to achieve its wider objectives for the benefit of shareholders as a whole, having had regard to the Company's wider stakeholders and the other matters set out in section 172 of the UK Companies Act.
(b) the interests of the Company's employees,	The Company does not have any employees.
(c) the need to foster the Company's business relationships with suppliers, customers and others,	The Board's approach is described under "Stakeholders" below.
(d) the impact of the Company's operations on the community and the environment,	The Board's approach is described under ESG below.
(e) the desirability of the Company maintaining a reputation for high standards of business conduct, and	The Board's approach is described under "Culture and Values" below.
(f) the need to act fairly as between members of the company.	The Board's approach is described under "Stakeholders" below.

 

Actions taken by the Board which fall under the scope of Section 172

 

During the year, the Board received regular quarterly reports from the Investment Manager, the Corporate Brokers, and its marketing and distribution advisors on market conditions and the views of shareholders. Huw Evans met a number of the Company's major shareholders in order to understand their views on the Company. Based on market intelligence received, the Board undertook a number of activities and made a number of decisions which fall under the scope of Section 172.

 

·	Throughout the year, the Board regularly reviewed with the Corporate Broker the discount to net asset value at which the Company's shares trade and supervised the share buyback programme.
·	In response to a request from one shareholder, the Board considered whether to put in place a conditional tender offer but decided that this was not in the best interests of the Company or of shareholders as a whole. Detailed reasons for this decision were set out in the Half Year Report for the six months ended 31 December 2023.

 

Purpose

 

The Company is an investment company, and its purpose is to provide non-Vietnamese investors with the opportunity to achieve medium to long-term returns through investment in Vietnam.

 

Culture and Values

 

The Directors' overarching duty is to promote the success of the Company for the benefit of investors, with due consideration of other stakeholders' interests. The Company's approach to investment is explained in the Investment Manager's Report. The Board applies various policies and practices to ensure that the Board's culture is in line with the Company's purpose, values and strategy. The Directors aim to achieve a supportive business culture combined with constructive challenge.

 

The Company has a number of policies and procedures in place to assist with maintaining a culture of good governance including those relating to diversity, conflicts of interest, and dealings in the Company's shares. The Company's policy is to have zero tolerance of corruption, bribery and tax evasion either by the Company and its officers or by its suppliers.

 

The Board assesses and monitors compliance with these policies regularly through Board meetings and the annual evaluation process. The Board seeks to appoint the most appropriate service providers for the Company's needs and evaluates the services on a regular basis. The Board considers the culture of the Investment Manager and other service providers through regular reporting and by receiving regular presentations as well as through ad hoc interaction.

 

The Board also seeks to control the Company's costs, thereby enhancing performance and returns for the Company's shareholders. The Directors consider the impact on the community and environment.

 

ESG

 

The Board takes a close interest in ESG issues. It receives regular reports from the Investment Manager on the development of best practice in Vietnam and on the Investment Manager's approach to ESG. It also receives reports on engagement with individual investee companies. As management of the portfolio is delegated to the Investment Manager, the practical implementation of policy rests with the Investment Manager. A description of the Investment Manager's approach to ESG issues is set out below and examples of how the Investment Manager carries out their ESG due diligence are included in the Investment Manager's Report.

 

Investment Manager's Approach to Responsible Investing

 

Responsible investing has been and continues to be a core tenet of VinaCapital's investment philosophy and process. VinaCapital, as a firm, has long recognised that ESG issues can have a significant impact on value creation across the investment cycle. The Investment Manager has adopted a Responsible Investment policy to formalise its approach to incorporating environmental, social, and corporate governance considerations across its investment activities. In developing this policy, VinaCapital has considered a range of codes and standards, including the United Nations-supported PRI, the IFC's Performance Standards on Environmental and Social Sustainability, and its internal policies.

 

VinaCapital has developed a framework to identify ESG risks at potential investee companies, and helps businesses improve their practices, where appropriate, by incorporating ESG terms as part of its overall terms of investment in private opportunities. VinaCapital engages expert advisors and consultants to evaluate ESG risks as part of its due diligence activities prior to investing, as well as monitoring any applicable remediation actions post-investment.

VinaCapital has committed to adopting and implementing the PRI, which VinaCapital believes is in the best long-term interests of its investors, and which contributes to a long-term oriented, transparent, sustainable, and well-governed investment market. While VinaCapital aims to adopt best practices of ESG in its investment activities and at its portfolio companies, VinaCapital also takes a pragmatic approach, recognising the limitations of investing in developing markets. VinaCapital therefore focuses less on screening companies solely on ESG issues, and more on stewardship activities where VinaCapital believes that a patient timeframe and active engagement can improve outcomes.

 

VinaCapital's engagement takes various forms including voting, direct discussions with management, and educational initiatives, among others.  ESG forms a core part of the due diligence and investment activities that the Company carries out, particularly in private equity investments, as this is an area in which VinaCapital can exert influence within its portfolio companies. Through its private equity investment approach, VinaCapital has an opportunity to carry out ESG due diligence using external consultants, or through its in-house ESG expertise.

 

The due diligence review typically identifies weaknesses relative to local and international standards. Such weaknesses do not necessarily deter the Company from making an investment but rather provide a clear roadmap for improvement. Importantly, with recommendations for change, VinaCapital can gauge whether a sponsor is motivated to make these improvements to their business. VinaCapital feels that the greatest value added to the business and in society comes from the motivation for change and the actions that a company takes to improve ESG weaknesses and, thus, VinaCapital gravitates more towards these types of opportunities and sponsors. For publicly listed companies, VinaCapital has implemented a rigorous framework to assess ESG risks and encourage companies to improve their practices when warranted.

 

In the year to 30 June 2024, VinaCapital's research team made over 117 assessments of publicly listed companies, including those held in the Company's public equity portfolio. VinaCapital applies this evaluation to the listed part of VOF's portfolio to determine the weighted average results of the portfolio at the current point in time. With this understanding, VinaCapital can set a benchmark as to where it would like the Company's portfolio to be in the next twelve to twenty-four months. Actions such as encouraging management teams to make impactful improvements or divesting holdings that rank poorly by ESG standards will be taken to achieve VinaCapital's objectives.

 

Investment Manager's Approach to Voting

 

As stewards of its investors' capital, VinaCapital systematically engages with its investee companies on governance and voting matters. VinaCapital's engagement takes various forms including voting, direct discussions with management, and education initiatives, among others. As part of VinaCapital's Voting Policy that applies to all funds that VinaCapital manages, a core principle is that VinaCapital seeks to actively participate and vote, directly or through proxy voting, on all resolutions. VinaCapital has published its ESG Policy on VinaCapital's website and encourages investors to review the policies and principles that guide VinaCapital's approach to responsible investing and stewardship.

 

Stakeholders

 

The Company is an externally managed investment company whose activities are all outsourced. It does not have any employees. The Board has identified its key stakeholders, and how the Company engages with them, in the table below:

 

Stakeholder	Key Considerations	Engagement
Shareholders	As an investment company, the shareholders are, in effect, both VOF's owners and its customers, obtaining investment returns from VOF. A well-informed and supportive shareholder base is crucial to the long-term sustainability of the Company. Understanding the views and priorities of shareholders is, therefore, fundamental to retaining their continued support.   In considering shareholders, the Board's key considerations are: - Overall investment returns; - The ability to maintain, and potentially grow, the dividend; - Controlling the discount (and potentially the premium) at which shares trade to net asset value; - Control of costs; and - An acceptable balance between risk and reward in investments.	A detailed explanation of the Company's approach is set out under Relations With Shareholders below.   The Board receives regular reports from the Investment Manager as well as independent reports from the joint Corporate Brokers and the other organisations engaged in promoting the Company on relations with, any views expressed by, shareholders.   The Board provides shareholders with the opportunity to review the future of the Company every five years.
Investment Manager	Management of the investment portfolio is delegated to the Investment Manager. Investment performance is crucial to the long-term success of the Company.	The Board engages in regular, open and detailed communication with the Investment Manager. It reviews in detail the overall performance of the Company and of individual investments. The relationship with and performance of the Investment Manager is monitored and reviewed by the Management Engagement Committee.   In setting investment management fees, the Board seeks to achieve an appropriate balance between value for money and an incentive to retain a strong and capable portfolio management team along with supporting staff and infrastructure.
Administrator & Company Secretary and other key service providers.	The Administrator and Company Secretary are key to the effective running of the Company.   The Company has a number of other key service providers, each of which provides an important service to the Company and ultimately to its shareholders.	The Administrator and Company Secretary attend all Board meetings.   The Management Engagement Committee undertakes an annual review of the key service providers, encompassing performance, level of service and cost. Each provider is an established business, and each is required to have in place suitable policies to ensure that they maintain high standards of business conduct, treat customers fairly, and employ corporate governance best practice.   All bills and expense claims from suppliers are paid in full, on time and in compliance with the relevant contracts.

 

While portfolio investments are not stakeholders in the conventional sense, the Board acknowledges its responsibility to ensure where possible that investee companies adhere to good standards of conduct with regard to their own stakeholders. In some cases, the Investment Manager may have the capacity to affect these matters directly; in others, the scale of the Company's investment gives it the ability to influence the management of its investee holdings.

 

Relations with Shareholders

 

The Company aims to provide shareholders with a full understanding of the Company's investment objective, policy and activities, its performance and the principal investment risks by means of informative annual and half year reports. This is supplemented by the publication by the Investment Manager of a monthly fact sheet, daily and weekly estimates of the NAV per share and a regular series of video presentations, all of which are available on the Company's website (https://vof.vinacapital.com).

 

A detailed analysis of the substantial shareholders of the Company and reports from the joint Corporate Brokers on investor sentiment and industry issues are provided to the Directors at each Board meeting. The Chairman and representatives of the Investment Manager are available to meet shareholders to discuss strategy and to understand any issues and concerns which they may have. The results of such meetings are reported at the following Board meeting.

 

The Directors welcome the views of all shareholders and place considerable importance on communications with them. Shareholders wishing to communicate with the Chairman, the SID or any other member of the Board, may do so by writing to the Company, for the attention of the Company Secretary, at the Registered Office.

 

The Annual General Meeting of the Company provides a forum for shareholders to meet and discuss issues with the Directors of the Company.

 

Re-election and Tenure of Directors

 

As set out in the AIC Code, Directors submit themselves for annual re-election and in any event as soon as it is practical after their initial appointment to the Board. The Board has adopted a formal policy requiring that Directors should stand down at the AGM following the ninth anniversary of their initial appointment.

 

The individual performance of each Director standing for re-election has been evaluated by the other members of the Board and a recommendation will be made to shareholders to vote in favour of their re-election at the AGM.

 

Board Proceedings and Relationship with the Investment Manager

 

The Chairman encourages open debate to foster a supportive and co-operative approach for all participants.

 

The Board meets formally six times each year and representatives of the Investment Manager are in attendance, when appropriate, at each meeting. During the year under review, the Board held one meeting in person with the Investment Manager in Vietnam and two meetings in Europe. In addition, four formal Board meetings were held during the year under review by video conference during which the portfolio and its performance was reviewed. The Board will continue to arrange a combination of video conferences and meetings in person, while recognising the cost and the environmental impact of international travel.

 

The Board, at its regular meetings, undertakes reviews of key investment and financial data, revenue projections and expenses, analyses of asset allocation, transactions, share price and NAV performance, marketing and shareholder communication strategies, the risks associated with pursuing the investment strategy, peer company information and industry issues. In addition to the scheduled meetings, ad hoc meetings of the Board are held during the year to deal with any significant matters which arise which are attended by those directors who are available at the time.

 

The Board has agreed a schedule of matters specifically reserved for decision by the Board. This includes establishing the investment objectives, strategy and benchmarks, the permitted types or categories of investments, the markets in which transactions may be undertaken, the level of permitted borrowings, the amount or proportion of the assets that may be invested in any category of investment or in any one investment, and the Company's treasury share and share buyback policies. Representatives of the Investment Manager attend each meeting of the Board to address questions on specific matters and to seek approval for specific transactions which the Investment Manager is required to refer to the Board. The Board has delegated discretion to the Investment Manager to exercise voting powers in investee companies on the Company's behalf.

 

The Investment Manager is generally responsible for routine announcements of information but the Board is responsible for communications regarding major corporate issues.

 

The Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that the Directors are aware of the procedures to be followed. The Company Secretary is also responsible for ensuring good information flows between all parties.

 

At Board meetings, the Company Secretary provides a report in which the Directors are given key information on the Company's regulatory and statutory requirements as they arise, including information on the role of the Board, matters reserved for its decision, the terms of reference for the Board Committees, the Company's corporate governance practices and procedures and the latest financial information. It is the Chairman's responsibility to ensure that the Directors have sufficient knowledge to fulfil their roles and Directors are encouraged to undertake training courses where appropriate.

 

Continued appointment of the Investment Manager

 

Following an annual appraisal carried out by the Management Engagement Committee, the Board considers that it is in the best interests of shareholders to continue with the appointment of VinaCapital Investment Management Ltd as the Investment Manager.

 

Board Committees

 

There are four Board committees in operation: the Audit Committee, the Management Engagement Committee, the Remuneration Committee and the Nomination Committee. A summary of the duties of each of the Committees is provided below. The chairman of each Committee presents their findings to the Board at the next Board meeting following each Committee meeting.

 

The terms of reference of each committee can be obtained from the Company Secretary.

 

Audit Committee

 

The Audit Committee, which meets at least three times a year, comprises all of the Directors and is chaired by Julian Healy. The Board notes that the AIC Code permits the Chairman of the Board to be a member of the Audit Committee of an investment company. In light of the fact that the Board consists of only five members and, recognising the Chairman's accounting qualification and experience, the Audit Committee resolved to continue the Chairman's appointment to the Committee.

 

The Audit Committee is responsible for monitoring the process of production and ensuring the integrity of the Company's Financial Statements and reports to the Board on whether the Annual Report and Financial Statements are fair, balanced and understandable. The Audit Committee is also responsible for overseeing the relationship with the External Auditor and the Company's process for assessing and managing risk. The responsibilities and activities of the Audit Committee are set out in detail in the Report of the Audit Committee below.

 

Management Engagement Committee

 

The Management Engagement Committee comprises all of the Directors and is chaired by Kathryn Matthews. The Committee's responsibilities include reviewing the performance of the Investment Manager under the Investment Management Agreement and considering any variation to the terms of the agreement. The Management Engagement Committee also reviews the performance of the Company Secretary, joint Corporate Brokers, Custodian, Administrator, Registrar, other key service providers and any matters concerning their respective agreements with the Company.

 

Remuneration Committee

 

The Remuneration Committee comprises all of the Directors and is chaired by Peter Hames. The Committee's responsibilities include reviewing the ongoing appropriateness and relevance of the remuneration policy; determining the individual remuneration of the chairman and each non-executive director; and the selection and appointment of any remuneration consultants who advise the Committee.

 

The Directors' Remuneration Report is set out below.

 

Nomination Committee

 

The Nomination Committee comprises all of the Directors and is chaired by Huw Evans. The Committee's responsibilities include reviewing the structure, size and composition of the Board and making recommendations to the Board in respect of any changes; succession planning for the Chairman and the remaining non-executive directors; making recommendations to the Board concerning the membership and chairmanship of the Board committees; identifying and nominating for the approval of the Board candidates to fill Board vacancies; and, before any new appointment is recommended, evaluating the balance of skills, knowledge, experience and diversity within the Board and preparing an appropriate role description. The Committee will seek to ensure that for any recruitment process a suitably diverse list of candidates is considered. The Chairman absents himself from discussions on succession to his own role.

 

Board Composition

 

As at the date of this report the Board consists of five non-executive directors, each of whom is independent of the Investment Manager. No member of the Board is a Director of another investment company managed by the Investment Manager, nor has any Board member been an employee of the Company, its Investment Manager or any of its service providers.

 

Julian Healy is the SID. The SID provides shareholders with someone whom they can contact if they have concerns which cannot be addressed through the normal channels. The SID is also available to act as an intermediary between the other Directors and the Chairman (if required). The role serves as an important check and balance in the governance process.

 

The Board reviews the independence of the Directors at least annually.

 

Board Diversity

 

The Board believes that each Director has appropriate qualifications, industry experience and expertise to guide the Company and that the Board as a whole has an appropriate balance of skills, experience, background and knowledge. As at the date of this report, the Board comprises four men and one woman. One of the directors is Vietnamese and resident in Vietnam. The Directors' biographies can be found within the Board of Directors section. The gender identity and ethnic background reporting as at 30 June 2024 is provided below.

 

Gender Identity	Number of Board members	Percentage of the Board
Male	4	80%
Female	1	20%
Ethnic Background	Number of Board members	Percentage of the Board
White British or other White (including minority white groups)	4	80%
Asian	1	20%

 

Note: UK Listing Rule 6.6.6R(11): The data in the above table was reviewed by each individual board member.

 

As an externally managed company, the Company does not have any employees. The Board acknowledges the importance of diversity for the effective functioning of the Board which helps create an environment for success and effective decision making. The Board is aware of the recommendations of the Hampton Alexander Review on gender diversity and the Parker Review on ethnic diversity and inclusion on company boards. The Company's policy is that in making appointments it will seek to avoid any discrimination based on age, gender, ethnicity, sexual orientation, disability or educational, professional and socio-economic backgrounds. Currently, the Board does not meet the target on gender diversity but does meet the target on ethnic diversity.  Prior to the appointment of Mr Hai Trinh and the subsequent retirement of Ms Thuy Dam in 2023, the Board did meet the target on gender diversity. The board's decision to appoint Mr Hai Trinh was on the basis that he was the strongest candidate available to fill the vacancy. As the Board is made up wholly of non-executive directors it only has two roles which are classed in the UK Listing Rules as "senior", namely the Chairman and SID. At present neither of these roles is filled by a female director. The Board is focused on addressing all of the relevant targets and, through its Nomination Committee, will keep these matters under regular review and will take account of the targets when appointing further board members in the future.

 

Appointment of New Directors

 

The Board seeks to ensure that any vacancies arising are filled by the best qualified candidates. The Board's policy is that the Company's Directors should bring a wide range of skills, knowledge, experience, backgrounds and perspectives to the Board. All appointments are made on merit, and in the context of the skills, knowledge and experience that are needed for the Board to be effective. Part of the remit of the Board's Nomination Committee is, before any new appointment is recommended, evaluating the balance of skills, knowledge, experience and diversity within the Board.

 

For new appointments to the Board, nominations are sought from the Directors and from other relevant parties, and independent search consultants are appointed when appropriate. Candidates are then interviewed by members of the Nomination Committee. The Board has a breadth of experience relevant to the Company, and the Directors believe that any changes to the Board's composition can be managed without undue disruption. Any incoming Directors of the Company participate in a full, formal and tailored induction programme.

 

 Board and Committee Meetings

 

During the year ended 30 June 2024, the number of scheduled Board and Committee meetings attended by each Director was as follows:

 

		Board Meetings	Audit Committee Meetings	Management Engagement Committee Meetings	Nomination Committee Meetings	Remuneration Committee Meetings
Number of meetings		8	6	1	1	1
Attendance
Huw Evans		8	6	1	1	1
Peter Hames		8	6	1	1	1
Julian Healy		8	6	1	1	1
Kathryn Matthews		8	6	1	1	1
Hai Thanh Trinh		8	6	1	1	1

 

Meetings of the Management Engagement Committee, Remuneration Committee and Nomination Committee were held on 6 October 2023 and on 3 and 4 October 2024. In addition to the scheduled meetings noted above, a number of ad hoc Board and Committee meetings were held during the year which were attended by those Directors available at the time.

 

Board Performance

 

The Board has a formal process to evaluate its own performance and that of its Chairman annually. The provisions of the AIC Code require a FTSE 350 company to have its annual evaluation carried out in conjunction with an independent agency every three years and a review was carried out in 2022 by an external evaluator, Lintstock Ltd. The next external review will take place in 2025. During the year under review an internal assessment was conducted by the Directors. This review raised no issues of significance, and the Board was satisfied that the structure, mix of skills and operation of the Board continue to be effective and relevant for the Company.

 

Internal Controls and Risk

 

(i) Risk Management System

Day to day management of risk is the responsibility of the Investment Manager, whose ERM framework provides a structured approach to managing risk across all of its managed funds by establishing a risk management culture through education and training, formalised risk management procedures, defining roles and responsibilities with respect to managing risk, and establishing reporting mechanisms to monitor the effectiveness of the framework. The Audit Committee works closely with the Investment Manager on the application, consideration and review of the ERM framework to the Company's risk environment.

 

Regular risk assessments and reviews of internal controls are undertaken by the Audit Committee. At each meeting, the Board considers both previously identified and emerging risks. The Administrator and Company Secretary and other service providers are also encouraged to provide their views on emerging risks. The reviews cover the strategic, investment, operational and financial risks facing the Company. In arriving at its judgement of the risks which the Company faces, the Board has considered the Company's operations in light of the following factors:

 

·	the nature and extent of risks which it regards as acceptable for the Company to bear within its overall business objective;
·	the threat of such risks becoming reality;
·	the Company's ability to reduce the incidence and impact of risk on its performance; and
·	the cost to the Company and benefits related to the Company of third parties operating the relevant controls.

  

(ii) Internal Control Assessment Process

Responsibility for the establishment and maintenance of an appropriate system of internal control rests ultimately with the Board. However, the Board is dependent on the Investment Manager and other service providers to achieve this and a process has been established which seeks to:

 

·	review the risks faced by the Company and the controls in place to address those risks
·	identify and report changes in the risk environment;
·	identify and report changes in the operational controls;
·	identify and report on the effectiveness of controls and errors arising; and
·	ensure no override of controls by the Investment Manager or Administrator or any other service provider.

The key procedures which have been established to provide effective internal financial controls are as follows:

 

·	investment management is provided by the Investment Manager. The Board is responsible for the overall investment policy and monitors the investment performance, actions and regulatory compliance of the Investment Manager at regular meetings;
·	accounting for the Company and subsidiaries is provided by Aztec Group;
·	fund administration is provided by Aztec Group;
·	custody of those assets which can be held by a third-party custodian is undertaken by Standard Chartered Bank;
·	the Management Engagement Committee monitors the contractual arrangements with each of the key service providers and their performance under these contracts;
·	mandates for authorisation of investment transactions and expense payments are set by the Board and documented in the Investment Management Agreement;
·	the Board receives financial information produced by the Investment Manager and by Aztec Group on a regular basis. Board meetings are held regularly throughout the year to review such information; and
·	actions are taken to remedy any significant failings or weaknesses, if identified.

 

(iii) Risk Management

 

For the purposes of making the Viability Statement, the Board has undertaken a robust review of the principal risks and uncertainties facing the Company including those that would threaten its business model, future performance, solvency or liquidity. A risk matrix and heat map prepared by the Investment Manager and subject to detailed scrutiny by the Audit Committee are the key tools in this review, along with a mechanism at each quarterly Audit Committee meeting to consider and monitor any emerging risks. The principal risks are described in the following table together with a description of the mitigating actions taken by the Board.

 

Geopolitical
Description	Mitigating Action
Risks to global growth emerged in February 2022 as a result of the conflict between Russia and Ukraine, continued throughout the year under review and were further heightened by the outbreak of conflict between Israel and Hamas in October 2023. There is also a risk of an increase in the geopolitical tensions in the Asia region and between some Asian and Western countries. Some countries and trading blocks are increasingly adopting protectionist trading policies, which could be detrimental to international trade.	The Investment Manager takes full account of economic risks in managing the Company's investments. The Investment Manager has continued to review existing and potential investments with particular attention to the economic effects of increased global inflation and geopolitical tension.

 

Macroeconomic and Market
Description	Mitigating Action
Opportunities for the Company to invest in Vietnam have come about through the liberalisation of the Vietnamese economy. Were the pace or direction of change to the economy to alter in the future, the interests of the Company could be damaged. Along with other headwinds faced by the real estate sector, moves by the Vietnamese Government to tackle corruption in particular since 2022 have had a detrimental effect on values and development activity in the real estate sector. There is a continuing risk that more recent efforts to stimulate the sector will not be successful.   Changes in the equilibrium of international trade caused, for example, by the imposition of tariffs could affect the Vietnamese economy and the companies in which the Company is invested.   As Vietnam becomes increasingly connected with the rest of the world, significant world events will have a greater impact on the country. The consequences of these events are not always known and, in the past, have led to increased uncertainty and volatility in the pricing of investments. The continuing effects of the Russian invasion of Ukraine, in particular on global commodity prices, remain a cause for concern. The effects continue to be felt in heightened inflation and higher interest rates intended to combat this.	The Board is regularly briefed on political and economic developments by the Investment Manager. The Investment Manager publishes a monthly report on the Company which includes information and comment on macroeconomic and, where relevant, political developments relating to Vietnam.

 

Investment Performance
Description	Mitigating Action
The Investment Management Agreement requires the Investment Manager to provide competent, attentive, and efficient services to the Company. If the Investment Manager was not able to do this or if the Investment Management Agreement were terminated, there could be no assurance that a suitable replacement could be found and, under those circumstances, the Company could suffer a loss of value.   The performance of the Company's investment portfolio could be poor, either absolutely or in relation to the Company's peers. Within the portfolio, individual investments could suffer a partial or total loss of value. For some structured investments, downside protections are subject to risk that the counterparty is unable to meet their obligations.   There is a risk that privately negotiated deals are not executed at the best possible price or that the timing of deals is not optimal due to the presence of co-investors who may have different liquidity or timing requirements.   There is also a risk that the Investment Manager is not able to access suitable private equity investments. Private equity investments are subject to higher execution risk than the risks associated with trading in public markets. Satisfactory performance of private equity investments relies on detailed and continuing management oversight.	The Board maintains close contact with the Investment Manager and key personnel of the Investment Manager attend each Board meeting.   The Board reviews the performance of the Investment Manager annually and provides feedback to the Investment Manager on matters that could be improved.   The Board monitors the Company's portfolio of underlying investments and receives regular reports on the performance of the portfolio and on the underlying investments. The Investment Manager seeks to limit risks by investing in a portfolio with limits on exposure to market sectors and to individual investments. Privately negotiated investments are closely scrutinised at all stages from initial investment, through ongoing regular monitoring and at the exit stage. During the year under review, particular attention was paid to the risks and thence the valuations of unlisted investments. The Investment Manager is based in Vietnam and closely monitors all developments which may affect investee companies. The Investment Manager attends all Board meetings.

 

Operational
Description	Mitigating Action
The Company is dependent on third parties for the provision of all systems and services (in particular, those of the Investment Manager and the Administrator) and any control failures or gaps in these systems and services could result in a loss or damage to the Company.	The Board receives regular reports from the Investment Manager and key third party suppliers on the adequacy of their internal policies, controls and risk management. It also receives formal assurance each year from the Investment Manager on the adequacy and effectiveness of its internal controls, including those concerning cyber risk.   The Board has taken measures to ensure segregation of functions by appointing Aztec Group as the Company's independent administrator and Standard Chartered Bank as custodian for those assets which can be held by a third-party custodian. The internal controls reports from Aztec Group and Standard Chartered Bank are reviewed annually and any exceptions raised are considered in order to assess the integrity and robustness of the internal controls in place at both Aztec Group and Standard Chartered Bank.

 

Fair Valuation
Description	Mitigating Action
The risks associated with the fair valuation of the portfolio could result in the NAV of the Company being misstated.   The quoted companies in the portfolio are valued at market price but many of the holdings are of a size which would make them difficult to liquidate at these prices in the ordinary course of market activity.   The unlisted securities are valued at their quoted prices on UPCoM or using quotations from brokers, but many of the holdings are of a size which may make them difficult to liquidate at these prices in the ordinary course of market activity.   The fair valuation of operating assets and private equity investments is carried out according to international valuation standards. The investments are not readily liquid and may not be immediately realisable at the stated carrying values.   The values of the Company's underlying investments are, on a 'look-through' basis, mainly denominated in VND whereas the Company's Financial Statements are prepared in USD. The Company makes investments and receives income and proceeds from sales of investments in USD. The Company does not hedge its VND exposure, so exchange rate fluctuations could have a material effect on the NAV. The sensitivity of the NAV to exchange rates is set out in Note 19(a) of the Financial Statements.	The Board reviews the fair valuation of the listed and unlisted investment portfolio with the Investment Manager at the end of each quarter and focuses in particular on any unexpected or sharp movements in market prices.   The weekly, monthly and year-end NAV calculations are prepared by the Company's Administrator and reviewed by the Investment Manager.   The Board has appointed independent external valuers to assist in determining fair values of certain private equity investments at the year end in accordance with International Financial Reporting Standards.   The remaining valuations are prepared by the Investment Manager using industry standard methodologies and all valuations are reviewed by the Audit Committee and approved by the Board.

 

Legal and Regulatory
Description	Mitigating Action
Failure to comply with relevant regulation and legislation in Vietnam, Guernsey, Singapore, the British Virgin Islands or the UK may have an impact on the Company.   Although there are anti-bribery and corruption policies in place at the Company, the Investment Manager and all other key service providers, the Company could be damaged and suffer losses if any of these policies were breached.	The laws and regulations in Vietnam continue to develop. The Investment Manager maintains a risk and compliance department which monitors compliance with local laws and regulations as necessary. Locally based external lawyers (typically members of major international law firms) are engaged to advise on portfolio transactions where necessary.   As to its non-Vietnamese regulatory and legal responsibilities: (i) the Company is administered in Guernsey by Aztec Group which reports to the Board at each Board meeting on Guernsey compliance matters and more general issues applicable to Guernsey companies listed on the LSE, and (ii) the Investment Manager monitors legal, regulatory and tax issues in Singapore and the BVI, where the Company owns subsidiaries.   The Investment Manager and other service providers confirm to the Board at least annually that they maintain anti-bribery and corruption policies and are required to disclose any breaches of these policies.

 

Changing investor sentiment
Description	Mitigating Action
As a Company investing mainly in Vietnam, changes in investor sentiment towards Vietnam and/or emerging and frontier markets in general may lead to the Company becoming unattractive to investors. The clamp down in recent years by the Vietnamese government highlights the risks associated with corruption in Vietnam and may lead to international investors adopting a more cautious approach to investment in the country. Changes in international investor sentiment could lead to reduced demand for its shares and a widening discount.	The Investment Manager has an active Investor Relations programme, keeping shareholders and other potential investors regularly informed on Vietnam in general and on the Company's portfolio in particular. At each Board meeting the Board receives reports from the Investment Manager, from the corporate Broker and from the UK Marketing and Distribution partner and is updated on the composition of, and any movements in, the shareholder register. The Chairman also communicates regularly with major shareholders directly, independent of the Investment Manager. In seeking to make the Company attractive to investors seeking an income the Company pays regular dividends. In seeking to close the discount, the Board has also approved and implemented an extensive share buy-back programme, which is discussed under Discount Management on page 41.

 

ESG Risk
Description	Mitigating Action
As responsible investors, the Board and Investment Manager are aware of the growing focus on ESG matters. There is a risk that the value of an investment could be damaged for example by a failure of governance and/or a failure to protect the environment, employees or the wider community in which a company operates. As evidence of the effects of climate change grows, there is increasing focus by shareholders on investment companies' role in influencing investee companies' approach to environmental risks.	As set out in the Corporate Governance Statement under "ESG" and in the Investment Manager's Report under "ESG and Voting Principles", the Board takes a close interest in ESG issues and receives regular reports on progress in this increasingly important area. The Investment Manager integrates ESG analysis into its portfolio management process. VinaCapital has increased its resources focused on ESG matters and its engagement with investee companies. Climate change and other ESG risks are also considered when valuing investments both before investment and when held in VOF's portfolio.

 

Emerging risks

 

In June 2024, Andy Ho, VinaCapital's Chief Investment Officer and the lead portfolio manager for VOF, unexpectedly passed away. VOF and VinaCapital implemented its contingency plan and members of VinaCapital staff stepped in to provide continuity in Andy's role for VOF.

 

(iv) Internal Audit Function

 

The Audit Committee has reviewed the need for an internal audit function for the Company itself. The Committee has concluded that the systems and procedures employed by the Investment Manager and the Administrator, including their own internal audit functions, currently provide sufficient assurance that a sound system of internal control, which safeguards the Company's assets, is maintained. As all operations of the Company are outsourced to third parties, an internal audit function specific to the Company is therefore considered unnecessary. The Investment Manager has an internal audit department and the Administrator has appointed KPMG Channel Islands Limited as its internal auditor.

 

Directors' Dealings

 

The Company has adopted a Code of Directors' Dealings in Securities.

 

International Tax Reporting     

 

For purposes of the US Foreign Account Tax Compliance Act, the Company registered with the IRS as a Guernsey reporting FFI, received a Global Intermediary Identification Number (GUHZUZ.99999.SL.831), and can be found on the IRS FFI list.

        

The CRS is a global standard developed for the automatic exchange of financial account information developed by the OECD, which was adopted in Guernsey and which came into effect on 1 January 2016.

 

The Company made its latest report for CRS and FATCA to the Guernsey Director of Income Tax in June 2024. The Board ensures that the Company is compliant with Guernsey regulations and guidance in this regard.

 

Share Capital and Treasury Shares

 

The number of shares in issue at the year-end is disclosed in note 11 to the Financial Statements.

 

Directors' Interests in the Company

 

As at 30 June 2024 and 30 June 2023, the interests of the Directors in shares of the Company are as follows:

 

	Shares held as at 30 June 2024	Percentage of total shares at 30 June 2024	Shares held as at 30	Percentage of total shares at 30 June
			June 2023	2023
Huw Evans	55,000	0.036%	35,000	0.022%
Peter Hames	8,000	0.005%	8,000	0.005%
Julian Healy	20,000	0.013%	15,000	0.009%
Kathryn Matthews	9,464	0.006%	9,464	0.006%
Hai Thanh Trinh	-	-	-	-

 

There have been no changes to any holdings between 30 June 2024 and the date of this report.

 

Substantial Shareholdings

 

As at 30 June 2024 and 30 September 2024, the Directors are aware of the following shareholders with holdings of more than 3% of the ordinary shares of the Company:

 

	30 June 2024		30 September 2024
	Number of ordinary shares	Percentage of issued share capital	Number of ordinary shares	Percentage of issued share capital
Shareholder
Lazard Asset Management	18,070,535	11.88	17,520,332	11.76
City of London Investment Management	15,901,349	10.46	15,833,208	10.63
Allspring Global Investments	7,894,806	5.19	7,353,859	4.94

     

Going Concern

 

Under the AIC Code and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern. The Directors have considered carefully the liquidity of the Company's investments and the level of cash balances as at the reporting date as well as reviewing forecast cash flows up to 31 December 2025. The Company has substantial assets, and the Board monitors the liquidity of the portfolio to ensure that more than enough cash could be realised from asset sales to meet any unexpected liability over the period.  The Company has a credit facility of $40m which was undrawn as at 30 June 2024 and which will mature in March 2025.

 

For these reasons, the Directors have adopted the going concern basis in preparing the financial statements.

 

Viability Statement

 

The Board considers viability as part of its continuing programme of monitoring risk. In preparing the Viability Statement, in accordance with the AIC Code the Directors have assessed the prospects of the Company over a longer period than the 12 months required by the 'Going Concern' provision. The Board has considered the Company's business and investment cycles and is of the view that three years is a suitable time horizon to consider the continuing viability of the Company, balancing the uncertainties of investing in Vietnam against having due regard to viability over the longer term.

 

In assessing the Company's viability, the Board has performed a robust assessment of controls over the principal risks. The Board considers, on an ongoing basis, each of the principal and emerging risks as set out above. The Board evaluated various scenarios of possible future circumstances including a material increase in expenses and a continued significant and prolonged fall in the value of its assets and the Vietnamese equity market in general. The Board also considered the latest assessment of the portfolio's liquidity. The Board monitors income and expense projections for the Company, with the majority of the expenses being predictable and modest in comparison with the assets of the Company. A significant proportion of the Company's expenses is the ad valorem management fee, which would naturally reduce if the market value of the Company's assets were to fall.

 

The Board has concluded that there is a reasonable expectation that the Company will be able to continue to operate and meet its liabilities as they fall due over the next three years.

 

REPORT OF THE BOARD OF DIRECTORS

 

The Board submits its Annual Report together with the Financial Statements of the Company for the year ended 30 June 2024.

 

The Company is a Guernsey domiciled closed-ended investment company. The Company is classified as a registered closed-ended Collective Investment Scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 and is subject to The Companies (Guernsey) Law, 2008 as amended (the "Guernsey Law"). Prior to March 2016 the Company was a limited liability company incorporated in the Cayman Islands.

 

The Company is quoted on the Main Market of the LSE with a Premium Listing (ticker: VOF).

 

The Company's investments continue to be managed by the Investment Manager.

 

Principal Activities

 

Through its investments in subsidiaries and associates, the Company's objective is to achieve medium to long-term returns through investment in assets either in Vietnam or in companies with a substantial majority of their assets, operations, revenues, or income in, or derived from, Vietnam.

 

Life of the Company

 

The Company does not have a fixed life but the Board considers it desirable that shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, the Board intends that every fifth year a special resolution will be proposed that the Company ceases to continue. If the resolution is not passed, the Company will continue to operate as currently constituted. If the resolution is passed, the Directors will be required to formulate proposals to be put to shareholders to reorganise, unitise, or reconstruct the Company or for the Company to be wound up. The Board tabled such resolutions in 2008, 2013, 2018 and 2023 and on each occasion the resolution was not passed, allowing the Company to continue as currently constituted. The next such resolution will be put to shareholders in December 2028.

 

Investment Objective

 

The Company's objective is to achieve medium to long-term returns through investment in assets either in Vietnam or in companies with a substantial majority of their assets, operations, revenues, or income in, or derived from, Vietnam.

 

Investment Policy

 

All of the Company's investments will be in Vietnam or in companies with at least 75% of their assets, operations, revenues or income in, or derived from, Vietnam at the time of investment.

 

·	No single investment may exceed 20% of the NAV of the Company at the time of investment.
·	The Company may from time to time invest in other funds focused on Vietnam. This includes investments in other funds managed by the Investment Manager. Any investment or divestment of funds managed by the Investment Manager will be subject to prior approval by the Board.
·	The Company may from time to time make co-investments alongside other investors in private equity, real estate, or similar assets. This includes, but is not restricted to, co-investments alongside other funds managed by the Investment Manager.
·	The Company will not invest in other listed closed-ended funds.

 

The Company may gear its assets through borrowings which may vary over time according to market conditions and any or all of the assets of the Company may be pledged as security for such borrowings. Borrowings will not exceed 10% of the Company's total assets at the time that any debt is drawn down.

 

From time to time the Company may hold cash or low risk instruments such as government bonds or cash funds denominated in either VND or USD, either in Vietnam or outside Vietnam.

 

Gearing

 

The Board sets the Company's policy on the use of gearing. The Company negotiated a USD40 million secured revolving credit facility with Standard Chartered Bank in March 2022 which was renewed for a further 12 month period in March 2023 and again for a further 12 month period in March 2024. The Investment Manager draws funds under the facility from time to time to manage the Company's cash balances and liquidity.

 

Valuation Policy

 

The accounting policy for valuations can be found in note 3.1 to the Financial Statements.

 

Key Performance Indicators

 

The Chairman's Statement and the Investment Manager's Report provide details of the Company's activities and performance during the year.

 

In light of the Company's Investment Objective, the KPIs used to measure the progress of the Company are:

 

·	the Company's NAV total return;
·	the Company's share price total return; and
·	discount of the share price in relation to the NAV.

 

Information relating to the KPIs can be found in the Financial Highlights section.

 

A discussion of progress against the KPIs is included in the Chairman's Statement.

 

Distribution Policy

 

Dividend Policy

The Company intends to pay a dividend representing approximately 1% of NAV twice each year, normally declared in March and October.

 

The policy will be subject to shareholder approval at each annual general meeting.

 

Share Buybacks

The Company may also distribute capital by means of share buybacks when the Board believes that it is in the best interests of shareholders to do so. The share buyback programme will be subject to Shareholder approval at each annual general meeting.

 

Discount Management

 

The Board operates the share buyback programme in line with the objective of ensuring that the share price more closely reflects the underlying NAV per share.

 

The Board retains responsibility for setting the parameters for the discount management policy, for overseeing the management of the buyback programme and for ensuring that its policy is implemented. The Board intends to continue to seek to manage the discount through the continued use of share buybacks and active marketing of the Company. The Board's objective is to achieve a narrowing of the discount in a manner that is sustainable over the longer term. The Board and the Investment Manager consult regularly with shareholders and with the corporate broker with a view to assessing and improving the effectiveness of the buyback programme. Further comments on the buyback programme are set out in the Chairman's Statement.

 

Please refer to note 11 of the Financial Statements for details of share buybacks during the year under review.

 

Subsequent Events after the Reporting Date

 

On 23 October 2024, the Board declared a dividend of 7.25 US cents per share. The dividend is payable on or around 4 December 2024 to shareholders on record at 1 November 2024.

On behalf of the Board

 

 

Huw Evans

Chairman

VinaCapital Vietnam Opportunity Fund Limited

23 October 2024

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

The Directors are responsible for preparing the Financial Statements for each financial year which give a true and fair view of the state of affairs of the Company and of its profit or loss for that year in accordance with IFRS and the Guernsey Law. International Accounting Standard 1 - Presentation of Financial Statements requires that financial statements present fairly for each financial period the Company's financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the IASB's "Framework for the preparation and presentation of financial statements". In virtually all circumstances a fair presentation will be achieved by compliance with all applicable IFRS.

 

The Directors are also responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to ensure that the Financial Statements have been prepared in accordance with the Guernsey Law and IFRS. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the oversight of the maintenance and integrity of the corporate and financial information in relation to the Company's website; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website. Legislation in Guernsey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

In preparing the Financial Statements, the Directors are required to:

 

·	ensure that the Financial Statements comply with the Company's Memorandum & Articles of Incorporation and IFRS;
·	select suitable accounting policies and apply them consistently;
·	present information including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
·	make judgements and estimates that are reasonable and prudent;
·	prepare the Financial Statements on the going concern basis, unless it is inappropriate to presume that the Company will continue in business; and
·	provide additional disclosures when compliance with the specific requirements of IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance.

 

The Directors confirm that they have complied with these requirements in preparing the Financial Statements.

 

Responsibility Statement of the Directors in Respect of the Financial Statements

 

The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide information necessary for shareholders to assess the Company's position, performance, business model and strategy. Each of the Directors confirms to the best of each person's knowledge and belief that:

 

a)   the Financial Statements have been prepared in accordance with IFRS and give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as at and for the year ended 30 June 2024; and

b)   the Annual Report includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that the Company faces.

 

Directors' Statement

 

So far as each of the Directors is aware, there is no relevant audit information of which the Company's External Auditor is unaware, and each Director has taken all of the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Company's External Auditor is aware of that information. In the opinion of the Board, the Annual Report and Financial Statements taken as a whole, are fair, balanced and understandable and provide the information necessary to assess the Company's position, performance, business model and strategy.

 

On behalf of the Board

 

 

 

Huw Evans

Chairman

VinaCapital Vietnam Opportunity Fund Limited

23 October 2024

REPORT OF THE AUDIT COMMITTEE

 

On the following pages, we present the Report of the Audit Committee for the year ended 30 June 2024, setting out the Audit Committee's structure and composition, principal duties and key activities during the year. As in previous years, the Audit Committee has reviewed the Company's financial reporting, the independence and effectiveness of the External Auditor and the internal control and risk management systems of the service providers.

 

Structure and Composition

 

The Audit Committee is chaired by Julian Healy. All other Directors of the Company are members of the Audit Committee. Huw Evans, who is the Chairman of the Company, is a member of the Audit Committee but does not chair it. His membership of the Audit Committee is considered appropriate given his extensive knowledge of the Company and its investments. Julian Healy and Huw Evans are both Chartered Accountants.

 

Appointment to the Audit Committee is for an indefinite period provided that members remain independent of the Investment Manager and meet the criteria for membership of the Audit Committee.

 

The Committee conducts formal meetings at least three times a year. The table in the Corporate Governance Statement sets out the number of Audit Committee meetings held during the year ended 30 June 2024 and the number of such meetings attended by each Committee member. The External Auditor is invited to attend those meetings at which the audit plan for the year is reviewed and at which the annual and interim reports are considered. The External Auditor and the Audit Committee Chairman meet every year without the presence of either the Administrator or the Investment Manager and at other times if the Audit Committee deems this to be necessary.

 

Principal Duties

 

The role of the Audit Committee includes:

 

·	monitoring the integrity of the published Financial Statements of the Company and advising the Board on whether, taken as a whole, the Annual Report and Financial Statements are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy;
·	recommending to the Board the valuation of investments;
·	reviewing and reporting to the Board on the significant issues and judgements made in the preparation of the Company's Annual Report and Financial Statements, having regard to matters communicated by the External Auditor, significant financial returns to regulators and other financial information;
·	monitoring and reviewing the quality and effectiveness of the External Auditor and their independence and making recommendations to the Board on their appointment, reappointment, replacement and remuneration; and
·	carrying out a robust assessment of the principal risks facing the Company and including in the Annual Report and Financial Statements a description of those risks and explaining how they are being managed or mitigated.

 

Audit Tender Process

 

The accounting year ended 30 June 2024 would have been the ninth accounting year of PwC CI as the external auditor of the Company and, in line with industry best practice, the Board concluded that the audit for the year to 30 June 2024 should be put out to tender. The Audit Committee led a rigorous tender process, including agreeing the selection criteria against which the tendering firms would be assessed, the tender timetable and requirements for the firms' proposal documents and presentations. An outline of the process undertaken is set out as follows:

 

A tender process commenced in the fourth quarter of 2023, formally led by the Audit Committee but with support and input from the Company's Advisers, Investment Manager and Administrators. Taking account of this input, the Committee produced a request for proposal (RFP) which was designed to assess possible auditors and which covered, inter alia, independence and governance, response to the minimum technical requirements, approach, quality assurance, technical competence, experience and continuity of key team members, resources and ability to meet deadlines, transition and deliverables and value-added Services. Three audit firms were issued RFPs and, of these, EY and PwC CI participated in the audit tender.

 

Various meetings in Guernsey and in Vietnam took place, both virtually and in-person, with the members of the Committee and including when appropriate the Investment Manager, Advisers and Administrators.

 

Given that it is a formal requirement that the Audit Committee recommends two potential auditors to the Board and indicates its preference for the appointment, the Audit Committee recommended that the Board consider PwC CI and EY as potential auditors based on their proposals and credentials. The Audit Committee recommended EY as the preferred candidate, based on their response to the RFP and detailed discussions with the proposed Audit Engagement Partners and Audit Manager.

 

External Auditor - review

 

The independence and objectivity of the External Auditor is reviewed by the Audit Committee, which also reviews the terms under which the External Auditor is appointed to perform any non-audit services. The Audit Committee has established policies and procedures governing the engagement of the External Auditor to provide non-audit services. These are that the External Auditor may not provide a service which:

 

·	places them in a position to audit their own work;
·	creates a mutuality of interest;
·	results in the External Auditor functioning as a manager or employee of the Company; and
·	puts the External Auditor in the role of advocate of the Company.

 

The audit and any non-audit fees proposed by the External Auditor each year are reviewed by the Audit Committee taking into account the Company's structure, operations and other requirements during the period and the Committee makes recommendations to the Board.

 

The Audit Committee has examined the scope and results of the external audit, its cost effectiveness and the independence and objectivity of the External Auditor, with particular regard to non-audit fees, and considers EY as External Auditor, to be independent of the Company. PwC CI reviewed the half year report for the period to 31 December 2023. No other non-audit activities were carried out by EY, nor by PwC CI. The review of the half year report was assurance related and the Committee believes that PwC CI was best placed to provide this service for the shareholders and that this did not compromise its independence.

 

The External Auditor is required to rotate the Audit Engagement Partner responsible for the Company's audit every five years. The accounting year to 30 June 2024 is the first year for which EY is the External Auditor and 2024 was the first year for which Richard Le Tissier has been the Audit Engagement Partner.

 

Key Activities

 

The following sections discuss the principal assessments made by the Audit Committee during the year:

 

Risk Management

The Audit Committee received and reviewed detailed reports on the principal risks facing the Company from the Investment Manager. The Audit Committee's reviews focused on changes to the risks and also considered whether the Company was subject to any new or emerging risks, taking account of the views of the Investment Manager, of other service providers and of Committee members' own awareness of issues which may affect the Company. In the year under review, particular attention was paid to the key risks as described in the Corporate Governance Statement, namely risks under the headings: (i) geopolitical (ii) macroeconomic and market (iii) investment performance, (iv) operational, (v) fair valuation, (vi) legal and regulatory, (vii) changing investor sentiment and (viii) ESG. The Committee also considered the effects on management of the portfolio following Andy Ho's unexpected death and the effective operation of the existing contingency plan for the loss of key staff at VinaCapital.

 

Significant Financial Statement Issues

 

(a) Valuation of Investments

 

The Chairman of the Audit Committee and the Chairman of the Board committed a considerable amount of time to initial review and oversight of the valuations of investments throughout the year and particularly when considering valuations at the financial year-end. Their observations formed a key part of the Audit Committee's review of valuations.

 

In relation to the listed investments and UPCoM investments where an active market exists, the Audit Committee confirmed that the Investment Manager has used the market values published by the relevant stock exchanges as at the Statement of Financial Position date.

 

In relation to the operating asset and private equity investments, the Audit Committee ensured that the Investment Manager and, where relevant, the Independent Valuer have applied appropriate valuation methodologies.

 

Members of the Audit Committee meet the Independent Valuer and the Investment Manager at least annually to discuss the valuation process. In seeking to determine the fair value of the Company's operating asset and private equity investments, the Committee reviews the reports from the Independent Valuer along with the Investment Manager's valuation and recommendations. Each individual valuation is reviewed in detail and, where an Independent Valuer has been retained, their recommendation may be accepted or modified. Refer to note 3 of the Financial Statements for further information on the valuation of investments held by the Company.

 

The methodologies and valuations as at 30 June 2024 were discussed and subsequently approved by the Audit Committee in meetings with the Independent Valuer and the Investment Manager in September and October 2024. In these meetings, the Audit Committee challenged the unobservable inputs applied to projected future returns and in particular as to whether these take due account of the effects of heightened global inflation, macroeconomic and specific company and industry risks, as well as any possible effects of climate change.

 

The Independent Valuer and the Investment Manager were invited to justify the approach to these issues and confirmed that due account had been taken of the relevant risks.

 

The Audit Committee regularly reviews the movement in valuations year on year including sensitivity factors affecting the valuations.

 

(b) Calculation of the incentive fee and determination of fair value of the liability

 

The incentive fee is calculated by the Administrator, which is independent of the Investment Manager.

 

The Audit Committee sought assurance both that the incentive fee and associated accruals were correctly calculated in compliance with the investment management agreement and that an appropriate discount rate was used and correctly applied in arriving at the present value of incentive fees which may potentially be paid in future years, on the basis that the NAV remains constant. As in previous years, the Audit Committee instructed CES Investments Ltd to perform an independent, full review of the relevant calculations. Following this exercise, the Audit Committee was satisfied that the assumptions used were appropriate and the calculations were accurate.

 

Effectiveness of the Audit

The Audit Committee had regular interaction and formal meetings with EY following EY's initial appointment to discuss its proposed approach to the audit and in particular its deployment of resources in Guernsey and Vietnam, including before the start of the audit to discuss formal planning and any potential issues, to agree the scope that would be covered and, after the audit work was concluded, to discuss the significant issues which arose.

 

Following evaluation, the Audit Committee was satisfied that there had been appropriate focus and challenge on the significant and other key areas of audit risk and assessed the quality of the audit to be good. The Audit Committee undertakes an evaluation of the performance of the External Auditor annually.

 

Audit fees and Safeguards on Non-Audit Services

The table below summarises the remuneration paid by the Company to EY, PwC CI and to other EY and PwC CI member firms for audit and non-audit services during the years ended 30 June 2024 and 30 June 2023.

 

			Year ended	Year ended
			30 June 2024	30 June 2023
			USD'000	USD'000
Audit and assurance services
- Annual audit paid to EY			518	-
-  Annual audit paid to PwC CI			-	543
- Interim review to PwC CI			96	91
Total			614	634

 

The Audit Committee considers EY and PwC CI to be independent of the Company. Further, the Audit Committee has obtained EY's confirmation that the services provided by other EY member firms to the wider VinaCapital organisation do not prejudice its independence with respect to its role as auditor of the Company.

 

Terms of reference

 

During the year under review, the Audit Committee reviewed and recommended to the Board revisions to its Terms of Reference taking full account of the Financial Reporting Council's Minimum Audit Standard.

 

Conclusion and Recommendation

 

On the basis of its work carried out over the year, and assurances given by the Investment Manager and the Administrator, the Audit Committee is satisfied that the Financial Statements appropriately address the critical judgements and key estimates (both in respect of the amounts reported and the disclosures). The Audit Committee is also satisfied that the significant assumptions used to determine the values of assets and liabilities have been appropriately scrutinised and challenged and are sufficiently robust At the request of the Board, the Audit Committee considered and was satisfied that the 30 June 2024 Annual Report and Financial Statements, taken as a whole, were fair, balanced and understandable and that they provided the necessary information for shareholders to assess the Company's position, performance, business model and strategy.

 

The Investment Manager and the Administrator confirm to the Committee that they were not aware of any material misstatements including matters relating to the presentation of the Financial Statements. The Audit Committee confirms that it is satisfied that EY has fulfilled its responsibilities with diligence and professional scepticism.

 

Following the review process on the effectiveness of the independent audit and the review of audit and non-audit services, the Audit Committee has recommended that EY be reappointed for the financial year to 30 June 2025.

 

 

Julian Healy

Audit Committee Chairman

23 October 2024

 

DIRECTORS' REMUNERATION REPORT

 

Directors' Remuneration Policy

 

The Board's policy is that the remuneration of the independent non-executive Directors should reflect the experience and time commitment of the Board as a whole and is determined with reference to comparable organisations and available market information each year.

 

The non-executive Directors of the Company are entitled to such rates of annual fees as the Board at its discretion shall from time to time determine. In addition to the annual fee, under the Company's Articles of Association, if any Director is requested to perform extra or special services, they will be entitled to receive such additional remuneration as the Board may think fit.

 

No component of any Director's remuneration is subject to performance factors.

 

The rates of fees per Director are reviewed annually, although these reviews will not necessarily result in any changes in remuneration. Annual fees are pro-rated where a change takes place during a financial year.

 

Limit on Aggregate Total Directors' Fees

 

At the AGM on 10 December 2018, a resolution was approved by shareholders to increase the maximum aggregate total remuneration to USD650,000.

 

Recruitment Remuneration Principles

 

1.   The remuneration package for any new Chairman or non-executive Director will be the same as the prevailing rates determined on the basis set out above. The fees and entitlement to reclaim reasonable expenses will be set out in Directors' Letters of Appointment.

2.   The Board will not pay any introductory fee or incentive to any person to encourage them to become a Director but may pay the fees of search and selection specialists in connection with the appointment of any new non-executive Director.

3.   The Company intends to appoint only non-executive Directors for the foreseeable future.

 

Service Contracts

 

None of the Directors has a service contract with the Company. Non-executive Directors are engaged under Letters of Appointment and are subject to annual re-election by shareholders.

 

Loss of Office

 

Directors' Letters of Appointment expressly prohibit any entitlement to payment on loss of office.

 

Scenarios

 

The Chairman's and non-executive Directors' remuneration is fixed at annual rates, and there are no other scenarios where remuneration will vary unless there are payments for extra or special services in their role as Directors. It is accordingly not considered appropriate to provide different remuneration scenarios for each Director.

 

Statement of Consideration of Conditions Elsewhere in the Company

 

As the Company has no employees, a process of consulting with employees on the setting of the Remuneration Policy is not relevant.

 

Other Items of Remuneration

 

None of the Directors has any entitlement to pensions or pension-related benefits, medical or life insurance schemes, share options, long-term incentive plans, or performance-related payments. No Director is entitled to any other monetary payment or any assets of the Company except in their capacity (where applicable) as shareholders of the Company.

 

Directors' and Officers' liability insurance is maintained and paid for by the Company on behalf of the Directors. The Company has also provided indemnities to the Directors in respect of costs or other liabilities which they may incur in connection with any claims relating to their performance or the performance of the Company whilst they are Directors.

 

No Director was interested in any contracts with the Company during the year or subsequently other than in their role as a Director.

 

Review of the Remuneration Policy

 

The Board has agreed that there would be a formal review before any change to the Remuneration Policy is made; and, at least once a year, the Remuneration Policy will be reviewed to ensure that it remains appropriate.

 

Shareholder approval of the Directors' Remuneration Policy

 

An ordinary resolution for the approval of the Directors' Remuneration Policy was last approved by shareholders at the AGM which was held on 5 December 2022.

 

The policy is formally reviewed every three years and the directors intend to put forward a further resolution for approval of the Directors' Remuneration Policy not later than the Company's AGM in 2025.

 

Directors' Remuneration Implementation Report

 

With effect from 1 October 2023, Directors' individual annual remuneration was:

 

Director	Description	Total annual remuneration with effect from 1 October 2023
Huw Evans	USD115,000 as Chair	USD115,000
Julian Healy	USD80,000 directors' fee USD10,000 as Chair of the Audit Committee USD10,000 for work on valuations	USD100,000
Kathryn Matthews	USD80,000 directors' fee USD5,000 as Chair of the Management Engagement Committee	USD85,000
Peter Hames	USD80,000 directors' fee USD5,000 as Chair of the Remuneration Committee USD10,000 for work on listed investments	USD95,000
Hai Trinh	USD80,000 directors' fee USD5,000 for additional work carried out in Vietnam	USD85,000

 

There are no long-term incentive schemes provided by the Company and no performance fees are paid to Directors.

 

Directors' Emoluments for the Year

 

The Directors over the past two years have received the following emoluments in the form of fees:

				Year ended
		Annual fee with effect from 1 October 2023		30 June 2024	30 June 2023
		USD		USD	USD
Huw Evans		115,000		112,500	105,000
Thuy Bich Dam1		-		-	67,942
Peter Hames2		95,000		92,500	80,548
Julian Healy		100,000		97,500	90,000
Kathryn Matthews3		85,000		85,000	85,000
Hai Thanh Trinh		85,000		83,750	80,000
				471,250	508,490

 

¹ Thuy Bich Dam was previously the chairman of the Remuneration Committee and retired from the board on 18 April 2023.

² Peter Hames was appointed chair of the Remuneration Committee on 10 May 2023.

³ Kathryn Matthews is the chair of the Management Engagement Committee.

 

In addition, Directors were reimbursed for their expenses incurred in performance of their duties, including attendance at Board and Annual General Meetings.

 

Shareholder Approval of the Directors' Remuneration Implementation Report

 

An ordinary resolution for the approval of the Directors' Remuneration Implementation Report will be put to the shareholders at the AGM to be held on 4 December 2024. A similar resolution was put to the previous AGM in December 2023 and votes cast were as follows: -

 

Vote cast	Shares voted	Percentage
In favour	76,270,074	99.83%
Against	55,345	0.07%
Withheld	72,092	0.09%

 

The Directors' Remuneration will remain at the current level for the year to 30 June 2025.

 

On behalf of the Board

 

 

Peter Hames

Remuneration Committee Chairman

23 October 2024

 

INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED

Opinion

We have audited the financial statements of VinaCapital Vietnam Opportunity Fund Limited (the "Company") for the period ended 30 June 2024, which comprise the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Comprehensive Income, the Statement of Cash Flows and the related notes 1 to 20, including material accounting policy information. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

In our opinion, the financial statements:

►    give a true and fair view of the state of the Company's affairs as at 30 June 2024 and of its profit for the period then ended;

►    have been properly prepared in accordance with IFRS; and

►    have been properly prepared in accordance with the requirements of The Companies (Guernsey) Law 2008.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements as required by the Crown Dependencies' Audit Rules and Guidance, as applied to Guernsey incorporated Market Traded Companies, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

Overview of our audit approach

Key audit matters	►    Misstatement or manipulation of the valuation of the Company's underlying level 3 investments that contain significant judgement or estimates
Materiality	►    Overall materiality of $22.0m which represents approximately 2% of Total Shareholders' Equity.

 

An overview of the scope of our audit

 

Tailoring the scope

In accordance with our engagement letter date 23 May 2024, we have communicated how we have tailored the scope of our audit. Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for the Company. This enables us to form an opinion on the financial statements. We take into account size, risk profile, the organisation of the Company and effectiveness of controls, including controls and changes in the business environment when assessing the level of work to be performed.

The audit was led from Guernsey, and the audit team included individuals from the Guernsey and Ho Chi Minh City offices of Ernst & Young and operated as an integrated audit team. In addition, we engaged our Valuation, Modelling and Economics ("VME") industry valuation specialists who assisted us in auditing the valuation of unquoted investments held through the underlying subsidiaries.

 

Climate change

The Company has explained climate-related risks in the Risk Management section of the Corporate Governance Statement and forms part of the "Other information", rather than the audited financial statements. Our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated.

 

Our audit effort in considering climate change was focused on the adequacy of the Company's disclosures in the financial statements as set out in the conclusion that there was no further impact of climate change to be taken into account as the investments are valued based on fair value as required by IFRS, which incorporates climate risk into the valuation although this is not assessed to be a significant input. The Company has made reference to how ESG factors have been considered in the valuation of their private equity investments in note 3.1 (a.2) to the financial statements.

 

Based on our work we have not identified the impact of climate change on the financial statements to be a key audit matter or to impact a key audit matter.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Risk	How the matter was addressed in the audit
Misstatement or manipulation of the valuation of the Company's underlying level 3 investments that contain significant judgement or estimates (2024: $224.4 million, consisting of Private equity investments $158 million, Loans and receivables at FVTPL $62.4 million and Other net assets $3 million 2023: $319.0 million) Refer to the Report of the Audit Committee (page 45); material accounting policies (page 63); critical estimates and judgements (page 67); and Note 8 of the financial statements	Our audit procedures consisted of: ·      Obtaining an understanding of the investment valuation process and controls by performing a walkthrough and evaluating the implementation and design effectiveness of relevant controls; ·      Meeting with the Investment Manager and the appointed third-party specialist to obtain an understanding of the investment methodologies, including the critical estimates and judgements applied to determine the fair value at 30 June 2024; ·      On a sample basis, with the assistance of EY VME specialists we obtained and inspected valuation papers and reports from the Investment Manager and specialist and: o  assessed if the valuation methodology was appropriate and consistent with the requirements of IFRS; o  vouched certain key inputs, including initial investment price and quantity, and particulars surrounding collateral and floor protection, into the valuation models to supporting agreements; o  tested the mathematical accuracy of the models by reperforming key calculations; o  engaged EY VME specialists to assess if the overall reported value fell within a range of reasonable outcomes;
The valuation basis of the Company's underlying level 3 investments are described in Notes 3.1 and 19(c) In determining the value, the Investment Manager, or their appointed third-party specialist ("specialist") in selected instances, have used a number of valuation methodologies which utilise significant unobservable inputs, and require significant judgement and estimations. The fair value of the underlying level 3 investment portfolio may be misstated or manipulated due to the application of inappropriate methodologies or inputs to the valuations. The valuation of the Company's investments is the primary driver of the Company's Total Shareholders' Equity and the total return generated for shareholders.	o utilising VME specialists knowledge we challenged the appropriateness of the inputs used in the models, including significant estimates such as discount rates, terminal growth rates, prospective financial information, comparable company multiples and recent relevant transaction data and compared those against our own market data; and o  where applicable, performed a 'look back' comparison to the available actual results from previous reporting periods to determine the historical accuracy of previous forecasts. Where there were material variances between actual results and previous forecasts, we performed follow-up inquiries with the Investment Manager to ascertain whether these differences were recurring of whether adjustments to the use of forecasts figures in the current period would be required;   ·      We performed audit procedures specifically designed to address the risk of management influence and the override of controls in the valuation of investments. This included making inquiries of the specialist, assessing the data used in the valuation for consistency with other evidence gained during the audit and performing journal entry testing on entries which impact the valuation of the underlying level 3 investments; and ·     We assessed whether the additional disclosures required for estimates and valuation assumptions disclosed in the notes were made in accordance with IFRS 13.

 

Our application of materiality

 

As communicated in our engagement letter on 23 May 2024, we will communicate how we have applied materiality in planning and performing the audit. We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit and in forming our audit opinion. 

Materiality

The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit procedures.

We determined materiality for the Company to be $22.0 million, which is approximately 2% of Total Shareholders' Equity.  We believe that Total Shareholders' Equity provides us with the best measure of materiality as it is the Company's primary performance measure for internal and external reporting.

 

During the course of our audit, we reassessed initial materiality and elected to update materiality at 30 June 2024 as it, in our professional judgment, was more appropriate to use the actual results for the financial year.

 

Performance materiality

The application of materiality at the individual account or balance level.  It is set at an amount to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.

On the basis of our risk assessments, together with our assessment of the Company's overall control environment, our judgement was that performance materiality was 50% of our materiality, namely $11.0m.  We have set performance materiality at this percentage due to this being our first year engaged as external auditor of the Company. Our objective in adopting this approach was to ensure that total uncorrected and undetected audit differences in the financial statements did not exceed our materiality level.

Reporting threshold

An amount below which identified misstatements are considered as being clearly trivial.

We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of $1.1m, which is set at 5% of materiality, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds.

We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other relevant qualitative considerations in forming our opinion.

Other information

Management is responsible for the other information. The other information comprises all information in the Annual Report the but does not include the financial statements and our auditor's report thereon.

 

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Report on other legal and regulatory requirements

Guernsey Company Law exception reporting

We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law, 2008 requires us to report to you if, in our opinion:

 

►    proper accounting records have not been kept by the Company, or proper returns adequate for our audit have not been received from branches not visited by us; or

►    the financial statements are not in agreement with the Company's accounting records and returns; or

►    we have not received all the information and explanations we require for our audit.

Corporate Governance Statement

We have reviewed the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review by the Listing Rules.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit:

►    Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified on page 44.

►    Directors' explanation as to its assessment of the Company's prospects, the period this assessment covers and why the period is appropriate on page 44.

►    Director's statement on whether it has a reasonable expectation that the Company will be able to continue in operation and meets its liabilities on page 44.

►    Directors' statement on fair, balanced and understandable on page 44.

►    Board's confirmation that it has carried out a robust assessment of the emerging and principal risks on page 32.

►    The section of the annual report that describes the review of effectiveness of risk management and internal control systems on page 37 and;

►    The section describing the work of the audit committee on page 45.

Responsibilities of Directors

 

As explained more fully in the Directors' responsibilities statement on page 43, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

·	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
·	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
·	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
·	Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
·	Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Article 262 of the Companies (Guernsey) Law 2008.  Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Other matter - Predecessor Auditor

The Financial statements of the Company for the year ended 30 June 2023 were audited by another firm of auditors whose report, dated 23 October 2023, expressed an unmodified opinion on those statements.

 

 

Richard Geoffrey Le Tissier
for and on behalf of Ernst & Young LLP
Guernsey
23 October 2024

STATEMENT OF FINANCIAL POSITION

 

			30 June 2024		30 June 2023
		Note	USD'000		USD'000
ASSETS
Financial assets at FVTPL		8	1,108,320		1,137,428
Prepayments and other assets		10	638		658
Cash and cash equivalents		6	36,769		19,133
Total assets			1,145,727		1,157,219
LIABILITIES
Accrued expenses and other payables		12	16,489		18,125
Loans and other borrowings		13	-		10,000
Deferred incentive fees		15(b)	-		5,227
Total liabilities			16,489		33,352
SHAREHOLDERS' EQUITY
Share capital		11	221,284		267,087
Retained earnings			907,954		856,780
Total shareholders' equity			1,129,238		1,123,867
Total liabilities and shareholders' equity			1,145,727		1,157,219
Net asset value, USD per share		17	7.43		7.02
Net asset value, expressed in GBP per share			5.88		5.52

 

The Financial Statements were approved by the Board of Directors on 23 October 2024 and signed on its behalf by:

 

           

 

Huw Evans                                                       Julian Healy

Chairman                                                         Director

 

The accompanying notes are an integral part of these Financial Statements.

 

STATEMENT OF CHANGES IN EQUITY

 

				Share capital	Retained earnings	Total equity
For the year ended 30 June 2023			Note	USD'000	USD'000	USD'000
Balance at 30 June 2022				285,314	894,786	1,180,100
Loss for the year				-	(15,019)	(15,019)
Total comprehensive loss				-	(15,019)	(15,019)
Transactions with shareholders
Shares repurchased			11	(18,227)	-	(18,227)
Dividends paid			9	-	(22,987)	(22,987)
Balance at 30 June 2023				267,087	856,780	1,123,867

 

For the year ended 30 June 2024			Note	Share capital USD'000	Retained earnings USD'000	Total equity USD'000
Balance at 30 June 2023				267,087	856,780	1,123,867
Profit for the year				-	72,906	72,906
Total comprehensive income				-	72,906	72,906
Transactions with shareholders
Shares repurchased			11	(45,803)	-	(45,803)
Dividends paid			9	-	(21,732)	(21,732)
Balance at 30 June 2024				221,284	907,954	1,129,238

 

The accompanying notes are an integral part of these Financial Statements.

 

STATEMENT OF COMPREHENSIVE INCOME

 

					Year ended
					30 June 2024		30 June 2023
				Note(s)		USD'000		USD'000
Dividend income				14	53,380		53,126
Other income					937		-
Net gains/(losses) on financial assets at FVTPL				8	46,454		(48,046)
General and administration expenses				15(a)	(18,098)		(17,710)
Finance cost					-		(577)
Facility set-up costs				10	(319)		(1,134)
Finance expense				15(b), 18	(603)		(1,847)
Incentive (fee) / income				3, 15(b), 18	(8,845)		1,169
Operating profit/(loss)					72,906		(15,019)
Profit/(loss) before tax						72,906		(15,019)
Income tax				16		-	-
Profit/(loss) for the year						72,906	(15,019)
Total comprehensive income/(loss) for the year						72,906	(15,019)
Earnings per share
-  basic and diluted (USD per share)				17		0.47	(0.09)
-  basic and diluted expressed in GBP per share				17		0.37	(0.07)

 

All items were derived from continuing activities.

 

The accompanying notes are an integral part of these Financial Statements.

 

STATEMENT OF CASH FLOWS

 

				Year ended
				30 June 2024	30 June 2023
			Note	USD'000	USD'000
Operating activities
Profit/(loss) before tax				72,906	(15,019)
Adjustments for:
Net (gains) / losses on financial assets at FVTPL				(46,454)	48,046
Dividend income			14	(53,380)	(53,126)
Facility set-up costs			10	319	1,134
Loan interest expense				-	577
Finance expense			15(b)	603	1,847
				(26,006)	(16,541)
Decrease in prepayments and other assets			10	20	285
Decrease in liabilities			12	(7,262)	(21,342)
				(33,248)	(37,598)
Purchases of financial assets at FVTPL			8	(122,637)	(68,110)
Return of capital from financial assets at FVTPL			8	198,199	88,576
Dividends received			14	53,380	53,126
Net cash generated from operating activities				95,694	35,994
Financing activities
Purchase of shares into treasury			11	(46,007)	(17,955)
Proceeds from short term loans and borrowings			13	-	60,000
Repayment of short term loans and borrowings			13	(10,000)	(50,000)
Loan interest paid				(65)	(506)
Facility set-up costs			10	(254)	(1,043)
Dividends paid			9	(21,732)	(22,987)
Net cash used in financing activities				(78,058)	(32,491)
Net change in cash and cash equivalents for the year				17,636	3,503
Cash and cash equivalents at the beginning of the year			6	19,133	15,630
Cash and cash equivalents at the end of the year			6	36,769	19,133

 

The accompanying notes are an integral part of these Financial Statements.

 

NOTES TO THE FINANCIAL STATEMENTS

 

1. GENERAL INFORMATION

 

The Company registered on 22 March 2016 as a closed-ended investment scheme with limited liability under the Guernsey Law. The Company is registered in Guernsey with registration number 61765. Prior to that date the Company was incorporated in the Cayman Islands as an exempted company with limited liability.

 

The Company is classified as a registered closed-ended Collective Investment Scheme under the Protection of Investors (Bailiwick of Guernsey) Law 2020 and is subject to the Guernsey Law.

 

The Company's objective is to achieve medium to long-term returns through investment either in Vietnam or in companies with a majority of their assets, operations, revenues or income in, or derived from, Vietnam.

 

On 30 March 2016, the Company's shares were admitted to the Main Market of the LSE with a Premium Listing under the ticker symbol VOF. Prior to that date, the Company's shares were traded on the AIM market of the LSE.

 

The Company does not have a fixed life but the Board considers it desirable that shareholders should have the opportunity to review the future of the Company at appropriate intervals. Accordingly, the Board intends that every fifth year a special resolution will be proposed that the Company ceases to continue. If the resolution is not passed, the Company will continue to operate as currently constituted. If the resolution is passed, the Directors will be required to formulate proposals to be put to shareholders to reorganise, unitise or reconstruct the Company or for the Company to be wound up. The Board tabled such resolutions in 2008, 2013, 2018 and most recently in December 2023. On each occasion the resolution was not passed, allowing the Company to continue as currently constituted. The next such resolution will be put to shareholders at the annual general meeting which is expected to be held in December 2028.

 

The Financial Statements for the year ended 30 June 2024 were approved for issue by the Board on 23 October 2024.

 

2. SUMMARY OF MATERIAL ACCOUNTING POLICIES

 

The principal accounting policies applied in the preparation of these Financial Statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated.

 

Statement of Compliance

The Financial Statements have been prepared in accordance with IFRS, which comprise standards and interpretations approved by the IASB together with applicable legal and regulatory requirements of the Guernsey Law.

 

2.1 Basis of preparation

 

The Financial Statements have been prepared using the historical cost convention, as modified by the revaluation of financial assets at FVTPL. The Financial Statements have been prepared on a going concern basis.

 

The preparation of Financial Statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires judgement to be exercised in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Financial Statements, are disclosed in note 3.

 

During the financial year ended 30 June 2024, certain prior year comparatives have been updated to reflect current year presentation.

 

2.2 Going concern

 

Under the AIC Code and applicable regulations, the Directors are required to satisfy themselves that it is reasonable to assume that the Company is a going concern. The Directors have considered carefully the liquidity of the Company's investments and the level of cash balances as at the reporting date as well as reviewing forecast cash flows up to 31 December 2025. 

 

In seeking to ensure that shareholders retain confidence in the Company, the Investment Manager meets regularly with shareholders and has an active investor relations programme. In addition, the Chairman communicates independently with significant shareholders. 

 

After making enquiries of the Investment Manager and having reassessed the principal risks, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the Annual Financial Statements

 

2.3 Changes in accounting policy and disclosures

 

The Board has considered the new standards and amendments that are mandatorily effective from 1 January 2023 and standards that are issued but not yet effective from 1 January 2023 and has determined that these do not have a material impact on the Company and are not expected significantly to affect the current or future periods.

 

2.4 Subsidiaries and associates

 

The Company meets the definition of an Investment Entity within IFRS 10 and therefore does not consolidate its subsidiaries but measures them instead at FVTPL. The Company has also applied the exemption from accounting for its associates using the equity method as permitted by IAS 28.

 

Any gain or loss arising from a change in the fair value of investments in subsidiaries and associates is recognised in the Statement of Comprehensive Income.

 

Refer to note 3 for further disclosure on accounting for subsidiaries and associates.

 

2.5 Segment reporting

 

In identifying its operating segments, management follows the subsidiaries' sectors of investment which are based on internal management reporting information. The operating segments by investment portfolio include: capital markets, operating asset, private equity investments and other net assets (including cash and cash equivalents, bonds, and short-term deposits).

 

Each of the operating segments is managed and monitored individually by the Investment Manager as each requires appropriate resources and approaches. The Investment Manager assesses segment profit or loss using a measure of operating profit or loss from the underlying investment assets of the subsidiaries. Refer to note 4 for further disclosure regarding allocation to segments.

 

2.6 Foreign currency translation

 

(a) Functional and presentation currency

The functional currency of the Company is the USD. The Company's Financial Statements are presented in USD.

 

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

 

Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rates at the date when the fair value was determined.

 

2.7 Financial instruments

 

(a)  Recognition and derecognition

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the financial instrument. Purchases and sales of financial assets are recognised on the trade date, being the date on which the Company commits to purchase or sell the asset.

 

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all of the risks and rewards of ownership. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

 

(b) Classification of financial assets

The Company classifies its financial assets based on the Company's business model for managing those financial assets and the contractual cashflow characteristics of the financial assets.

 

The Company has classified all investments in equity securities as financial assets at FVTPL as they are managed, and performance is evaluated on a fair value basis. The Company is primarily focused on fair value information and uses that information to assess the assets' performance and to make decisions. The Company has not taken the option to designate irrevocably any investment in equity as fair value through other comprehensive income.

 

The Company's receivables and cash and cash equivalents are classified as financial assets at amortised cost as these are held to collect contractual cash flows which represent solely payments of principal and interest.

 

(c) Initial and subsequent measurement of financial assets

Financial assets are initially measured at fair value plus, in the case of a financial asset not at FVTPL, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets at FVTPL are expensed in the Statement of Comprehensive Income.

 

Subsequent to initial recognition, investments at FVTPL are measured at fair value with gains and losses arising from changes in the fair value recognised in the Statement of Comprehensive Income.

 

All other financial assets are subsequently measured at amortised cost using the effective interest rate method, less any impairment.

 

(d) Impairment of financial assets

At each reporting date, the Company measures the loss allowance on debt assets carried at amortised cost at an amount equal to the lifetime expected credit losses if the credit risk has increased significantly since initial recognition.

 

If, at the reporting date, the credit risk has not increased significantly since initial recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses. The expected credit losses are estimated using a provision matrix based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. The measurement of expected credit losses is a function of the probability of default, loss given default (i.e., the magnitude of the loss if there is a default) and the exposure at default. 

 

The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information.

 

(e) Classification and measurement of financial liabilities

Financial liabilities are initially measured at fair value plus transaction costs that are directly attributable to their acquisition or issue, other than those classified as at FVTPL in which case transaction costs are recognised directly in profit or loss.

 

Subsequently, financial liabilities are measured at amortised cost using the effective interest method.

 

The Company's financial liabilities include trade and other payables and loans and other borrowings which are measured at amortised cost.

 

2.8 Cash and cash equivalents

 

In the Statement of Cash Flows, cash and cash equivalents includes cash at bank and term deposits with original maturities of three months or less.

 

2.9 Share capital

 

Ordinary shares are classified as equity. Share capital includes the nominal value of ordinary shares that have been issued and any premiums received on the initial issuance of shares. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

 

When the Company purchases its equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income taxes) is deducted from equity attributable to the Company's equity holders.

 

When such treasury shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company's equity holders.

 

2.10 Dividend Income

 

Dividend income is recognised when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

 

2.11 Operating expenses

 

Operating expenses are accounted for on an accrual basis.

 

2.12 Related parties

 

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial or operational decisions. Enterprises and individuals that directly, or indirectly through one or more intermediary, control, or are controlled by, or under common control with, the Company, including subsidiaries and fellow subsidiaries are related parties of the Company.

 

Associates are individuals owning directly, or indirectly, an interest in the voting power of the Company that gives them significant influence over the entity, key management personnel, including directors and officers of the Company, the Investment Manager and their close family members. In considering related party relationships, attention is directed to the substance of the relationship and not merely the legal form.

 

2.13 Dividend distribution

 

Dividend distributions to the Company's shareholders are recognised as a liability in the Company's Financial Statements and disclosed in the Statement of Changes in Equity when a legal obligation to pay the dividend has been established.

 

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

When preparing the Financial Statements, the Company relies on a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from the judgements, estimates and assumptions.

 

3.1 Critical accounting estimates and assumptions

 

(a) Fair value of subsidiaries and associates and their underlying investments

The Company holds its investments through a number of subsidiaries and associates which were established for this purpose. At the end of each half of the financial year, the fair values of investments in subsidiaries and associates are reviewed and the fair values of all investments held by these subsidiaries and associates are assessed. As at 30 June 2024, 100% (30 June 2023: 100%) of the financial assets at fair value through profit and loss relate to the Company's investments in subsidiaries and associates that have been fair valued in accordance with the policies set out above.

 

The shares of the subsidiaries and associates are not publicly traded; return of capital to the Company can only be made by divesting the underlying investments of the subsidiaries and associates. As a result, the carrying value of the subsidiaries and associates may not be indicative of the value ultimately realised on divestment.

 

The underlying investments include listed and unlisted securities, one operating asset and private equity investments (including investments classified as "public equity with private terms"). Where an active market exists (for example, for listed securities), the fair value of the subsidiary or associate reflects the valuation of the underlying holdings, as disclosed below. Where no active market exists, valuation techniques are used.

 

Information about the significant judgements, estimates and assumptions which are used in the valuation of the underlying investments is discussed below.

 

(a.1) Valuation of assets that are traded in an active market

The fair values of listed securities are based on quoted market prices at the close of trading on the reporting date. The fair values of securities which are traded on Vietnam's Unlisted Public Company Market ("UPCoM") are based on published prices at the close of business on the reporting date. UPCoM is a stock trading market for limited liability companies or unlisted joint-stock companies. The shares of some companies which have not been registered or do not meet the conditions for listing on the HOSE and HNX exchanges, are traded in UPCoM. For other UPCoM securities which are traded in an active market, fair value is the average quoted price at the close of trading obtained from a minimum sample of five reputable securities companies at the reporting date. Other relevant measurement bases are used if broker quotes are not available or if better and more reliable information is available.

 

(a.2) Valuation of investments in private equities

As at the financial year-end, the Company's underlying investments in private equities are fair valued by an Independent Valuer or by the Investment Manager using a number of methodologies such as adjusted net asset valuations, discounted cash flows, income related multiples, price-to-book ratios, structured financial arrangements and blended models. The projected future cash flows are driven by management's business strategies and goals and its assumptions of growth in GDP, market demand, inflation, ESG risk, etc. For the principal investments, the Independent Valuer and, where relevant, the Investment Manager selects appropriate discount rates that reflect the level of certainty of the quantum and timing of the projected cash flows.

 

For the year ended 30 June 2024, methods, assumptions and data were consistently applied when compared to last year, except for certain underlying private equity investments where a change in methodology was deemed appropriate to reflect the change in the market conditions or investment-specific factors.

 

The Investment Manager then made recommendations to the Audit Committee of the fair values as at 30 June 2024 and the Audit Committee, having considered these, then made recommendations for approval by the Board. Refer to note 19(c) which sets out a sensitivity analysis of the significant unobservable inputs used in the valuations of the private equity investments.

 

(a.3) Loans and receivables at FVTPL

 

For the year ended 30 June 2024, the underlying loans and receivables designated at FVTPL are fair valued by an Independent Valuer or by the Investment Manager using methodologies such as a scenario-based model using probability-weighted average of discounted cash flows and investment cost plus expected return. Refer to note 19(c) which sets out a sensitivity analysis of the significant unobservable inputs used in the valuations.

 

(a.4) Valuation of the operating asset

 

At the year-end the principal underlying operating asset was under contract to be sold and was valued at the agreed sale price, which was duly received after the year-end.

 

At previous year-ends, the fair value of the principal underlying operating asset was based on valuations by independent specialist appraisers, Jones Lang LaSalle.

 

(b) Incentive Fee

 

For the accounting year ended 30 June 2023, the incentive fee was calculated as follows:

 

·	To the extent that the NAV as at any year end commencing 30 June 2019 was above the higher of an 8% compound annual return and the high water mark initially set in 2019, having accounted for any share buy backs, share issues and/or dividends, the incentive fee payable on any increase in the NAV with effect from 30 June 2019 above the higher of the high water mark and the 8% annual return target was calculated at a rate of 12.5%;
·	The maximum amount of incentive fees that can be paid out in any one year was capped at 1.5% of the average month-end NAV during that year; and
·	Any incentive fees earned in excess of this 1.5% cap were accrued if they were expected to be paid out in subsequent years.

 

With effect from 1 July 2023 the incentive fee is calculated as follows:

 

·	To the extent that the NAV as at any year end is above the higher of a 10% compound annual return and a high water mark initially set in 2019, having accounted for any share buy backs, share issues and/or dividends, the incentive fee payable on any increase in the NAV above the higher of the high water mark and a 10% annual return target is calculated at a rate of 10%;
·	The maximum amount of incentive fees that can be paid out in any one year is capped at 1.5% of the average month-end NAV during that year; and
·	Any incentive fees earned in excess of this 1.5% cap are accrued if they are expected to be paid out in subsequent years.

 

Any incentive fees payable within 12 months are classified under accrued expenses and other payables in the Statement of Financial Position. The fair values of any additional incentive fees potentially payable beyond 12 months after the end of the reporting period are classified as deferred incentive fees in the Statement of Financial Position.

 

At the end of each financial period, the Board makes an assessment of the total amount of any accrued incentive fees which is likely to be settled beyond 12 months after the end of the reporting period. In determining the fair value of the non-current liability at a Statement of Financial Position date the Board may apply a discount to reflect the time value of money and the probability and phasing of payment. An annualised discount rate of 8% as at the accounting year ended 30 June 2024 (2023: 8%) was applied to the deferred incentive fees carried forward. Any unwinding of the discount recorded in the previous financial period is recorded in finance expense in the Statement of Comprehensive Income.

 

3.2 Critical judgements in applying the Company's accounting policies

 

(a) Eligibility to qualify as an investment entity

 

The Company has determined that it is an investment entity under the definition of IFRS 10 as it meets the following criteria:

 

i.	The Company has obtained funds from investors for the purpose of providing those investors with investment management services;
ii.	The Company's business purpose is to invest funds solely for returns from capital appreciation, investment income or both; and
iii.	The performance of investments made by the Company are substantially measured and evaluated on a fair value basis.

The Company has the typical characteristics of an investment entity:

 

●    It holds more than one investment;

●    It has more than one investor;

●    It has investors that are not its related parties; and

●    It has ownership interests in the form of equity or similar interests.

 

As a consequence, the Company does not consolidate its subsidiaries and accounts for them at FVTPL. The Company has applied the exemption from accounting for its subsidiaries and its associates using the equity method as permitted by IAS 28.

 

(b) Judgements about active and inactive markets

 

The Board considers that the Ho Chi Minh Stock Exchange, the Hanoi Stock Exchange and UPCoM are active markets for the purposes of IFRS 13. Consequently, the prices quoted by those markets for individual shares as at the balance sheet date can be used to estimate the fair value of the Company's underlying investments. 

 

Notwithstanding the fact that these stock exchanges can be regarded as active markets, the size of the Company's holdings in particular stocks in relation to daily market turnover in those stocks would make it difficult to conduct an orderly transaction in a large number of shares on a single day.

 

When taken across the whole portfolio of the Company's underlying quoted investments, the Board considers that using the quoted prices of the shares on the various active markets is generally a reasonable determination of the fair value of the securities.

 

In the absence of an active market for quoted or unquoted investments which may include positions that are not traded in active markets, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information, and in determining the fair value one or more valuation techniques may be utilised.

 

4. SEGMENT ANALYSIS

 

Dividend income is allocated based on the underlying investments of subsidiaries which declared dividends. Net gains/losses on financial assets at FVTPL are allocated to each segment with reference to the assets held by each respective subsidiary. Management fees within general and administration expenses, and finance expenses are allocated based on total investment holdings in each investment sector and all other general expenses are unallocated and included in Other Net Assets. Finance costs and loan facility set-up costs are unallocated and included in Other Net Assets. Management fees payable and incentive fees payable to the Investment manager included in accrued and other expenses are allocated based on total investment holdings in each investment sector. The remaining accrued and other expenses payable are unallocated due to their nature and general use and are included under Other Net Assets. 

 

The financial assets at FVTPL are measured based on the investment sector.

 

Segment information can be analysed as follows:

 

Statement of Comprehensive Income

 

			Capital	Operating	Private	Other Net
			Markets*	Asset	Equity	Assets**	Total
			USD'000	USD'000	USD'000	USD'000	USD'000
Year ended 30 June 2024
Dividend income			53,380	-	-	-	53,380
Other income			-	-	-	937	937
Net gains/(losses) on financial assets at FVTPL			93,630	(1,619)	(26,911)	(18,646)	46,454
General and administration expenses (note 15 (a))			(10,864)	(128)	(2,035)	(5,071)	(18,098)
Facility set-up costs (note 10)			-	-	-	(319)	(319)
Finance expense			(462)	(5)	(86)	(50)	(603)
Incentive fee			(6,765)	(80)	(1,267)	(733)	(8,845)
Profit/(loss) before tax			128,919	(1,832)	(30,299)	(23,882)	72,906
Statement of Comprehensive Income
			Capital	Operating	Private	Other Net
			Markets*	Asset	Equity	Assets**	Total
			USD'000	USD'000	USD'000	USD'000	USD'000
Year ended 30 June 2023
Dividend income			53,126	-	-	-	53,126
Net (losses)/gains on financial assets at FVTPL			13,017	(2,830)	(68,414)	10,181	(48,046)
General and administration expenses (note 15 (a))			(9,746)	(168)	(3,140)	(4,655)	(17,710)
Finance cost			(399)	-	(130)	(48)	(577)
Facility set-up costs (note 10)			-	-	-	(1,134)	(1,134)
Finance expense			(1,263)	(22)	(407)	(155)	(1,847)
Incentive income			799	14	258	98	1,169
Profit/(loss) before tax			55,534	(3,006)	(71,833)	4,287	(15,019)

* Capital markets include listed securities and UPCoM securities, valued at their prices on UPCoM or using quotations from brokers.

** Other Net Assets is not a segment in itself and has been included to reconcile to the Statement of Comprehensive Income.

 

Statement of Financial Position

 

			Capital	Operating	Private	Other Net
			Markets*	Asset	Equity	Assets**	Total
			USD'000	USD'000	USD'000	USD'000	USD'000
As at 30 June 2024
Financial assets at FVTPL			847,649	9,996	158,802	91,873	1,108,320
Prepayments and other assets			-	-	-	638	638
Cash and cash equivalents			-	-	-	36,769	36,769
Total assets			847,649	9,996	158,802	129,280	1,145,727
Total liabilities
Accrued expenses and other payables			12,126	143	2,272	1,948	16,489
Total liabilities			12,126	143	2,272	1,948	16,489
Net asset value			835,523	9,853	156,530	127,332	1,129,238

 

			Capital Markets*	Operating Asset		Private Equity	Other Net Assets**	Total
			USD'000	USD'000		USD'000	USD'000	USD'000
As at 30 June 2023
Financial assets at FVTPL			791,376	13,661		254,974	77,417	1,137,428
Prepayments and other assets			-	-		-	658	658
Cash and cash equivalents			-	-		-	19,133	19,133
Total assets			791,376	13,661		254,974	97,208	1,157,219
Total liabilities
Accrued expenses and other payables			11,853	205		3,819	2,248	18,125
Deferred incentive fees			3,637	63		1,172	355	5,227
Loans and borrowings			-	-		-	10,000	10,000
Total liabilities			15,490	268		4,991	12,603	33,352
Net asset value			775,886	13,393		249,983	84,605	1,123,867

*Capital markets include listed securities and UPCoM securities, valued at their prices on UPCoM or using quotations from brokers.

** Other net assets of USD91.0 million (30 June 2023: USD77.4 million) include cash and cash equivalents, prepayments, loans and receivables at FVTPL and other net assets of the subsidiaries and associates. Other Net Assets is not a segment in itself and has been included to reconcile to the Statement of Financial Position.