REG - VietNam Holding Ltd - Annual Report
16/10/2023 07:00
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RNS Number : 2065Q VietNam Holding Limited 16 October 2023
VietNam Holding Limited
("VNH" or the "Company")
VietNam Holding Limited is pleased to announce its 2023
Annual Report and Audited Financial Statements
More information on the Company is available at the company's website. www.vietnamholding.com (http://www.vietnamholding.com)
Dynam Capital, Ltd.
Craig Martin Tel.: +84 28 3827 7590
Corporate Broker and Financial Adviser
Cavendish Securities plc Tel: +44 20 7220 0500
Company Secretary and Administrator
Sanne Group (Guernsey) Limited: Tel: +44 20 3530 3158
The information contained within the announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is now
considered to be in the public domain.
Contents
Strategic Report
Highlights 1
Summary Information 1
Chairman's Statement 3
Investment Manager's Report 6
Top Five Portfolio Companies 11
Sustainability Report 21
Principal Risks and Risk Management 28
Governance
Director Profiles and Disclosure of Directorships 31
Corporate Governance Report 32
Audit and Risk Committee Report 38
Directors' Remuneration Policy and Report 40
Directors' Report 41
Statement of Directors' Responsibilities 45
Financial Statements
Independent Auditor's Report 46
Statement of Financial Position 51
Statement of Comprehensive Income 52
Statement of Changes in Equity 53
Statement of Cash Flows 54
Notes to the Financial Statements 55
Alternative Performance Measures 68
Corporate Information 69
Highlights
Financial Highlights
30 June 2023 30 June 2022
Total Net Assets (USD) 115.3 million 128.8 million
Net Asset Value per share (USD) 4.157 4.408
Net Asset Value per share (GBP) 329.0p 363.0p
Share price 277.5p 309.5p
Discount to Net Asset Value 15.7% 14.7%
As at 13 October 2023 (the latest available date before approval of the
accounts), the discount to NAV had moved to 16.4%. The estimated NAV per share
and mid-market share price at 13 October 2023 was 365.0 p and 305.0p
respectively.
Ongoing Charges
Ongoing charges for the year ended 30 June 2023 have been calculated in
accordance with the Association of Investment Companies (the "AIC")
recommended methodology. The ongoing charges for the year ended 30 June 2023
were 3.07%. Refer to page 68 for the definitions of Alternative Performance
Measures ("APMs") together with how they have been calculated.
Summary Information
The Company
VietNam Holding Limited (the "Company", the "Fund" or "VNH") is a closed-end
investment company that was incorporated in the Cayman Islands on 20 April
2006 as an exempted company with limited liability under registration number
166182. On 25 February 2019, the Company, via a process of cross-border
continuance, transferred its legal domicile from the Cayman Islands to
Guernsey and was registered as a closed-ended company limited by shares
incorporated in Guernsey with registered number 66090. The Shares were
admitted to trading on AIM in June 2006 and changed to a Premium Listing on
the Official List of the UK Listing Authority and admitted to trading on the
Main Market of the London Stock Exchange on 8 March 2019. The Company also
listed on the Official List of The International Stock Exchange on 8 March
2019. The Company has an unlimited life with a continuation vote in 2023.
Investment Objective
The Company's investment objective is to achieve long-term capital
appreciation by investing in a diversified portfolio of companies that have
high growth potential at an attractive valuation.
Investment Policy
The Company attempts to achieve its investment objective by investing in the
securities of publicly traded companies in Vietnam, and in the securities of
foreign companies if a majority of their assets and/or operations are based in
Vietnam. The Company may invest in equity securities or securities that have
equity features, such as bonds that are convertible into equity.
The Company may invest in listed or unlisted securities, either on the
Vietnamese stock exchanges, through purchases on the OTC Market, or through
privately negotiated deals.
The Company may invest its available cash in the Vietnamese domestic bond
market as well as in international bonds issued by Vietnamese entities.
The Company may utilise derivatives contracts for hedging purposes and for
efficient portfolio management but will not utilise derivatives for investment
purposes.
The Company does not intend to take control of any company or entity in which
it has directly or indirectly invested (the "investee company") or to take an
active management role in any such company. However, Dynam Capital, Ltd.
("Dynam Capital"), (the "Investment Manager") may appoint one of its
directors, employees or other appointees to join the board of an Investee
Company and/or may provide certain forms of assistance to such company,
subject to prior approval by the VNH Board.
The Company integrates environmental, social and corporate governance ("ESG")
factors into its investment analysis and decision-making process. Through its
Investment Manager, the Company actively incorporates ESG considerations into
its ownership policies and practices and engages investee companies in pursuit
of appropriate disclosure and the improvement of material issues.
The Company may invest:
● up to 25% of its Net Asset Value ("NAV") (at the time of investment)
in companies with shares traded outside of Vietnam if a majority of their
assets and/or operations are based in Vietnam;
● up to 20% of its NAV (at the time of investment) in direct private
equity investments; and
● up to 20% of its NAV (at the time of investment) in other listed
investment funds and holding companies which have the majority of their assets
in Vietnam.
Borrowing Policy
The Company is permitted to borrow money and to grant security over its assets
provided that such borrowings do not exceed 25% of the latest available NAV of
the Company at the time of the borrowing unless the Shareholders in general
meeting otherwise determine by ordinary resolution.
Investment Restrictions and Diversification
The Company will adhere to the general principle of risk diversification in
respect of its investments and will observe the following investment
restrictions:
● the Company will not invest more than 10% of its NAV (at the time of
investment) in the shares of a single Investee Company;
● the Company will not invest more than 30% of its NAV (at the time of
investment) in any one sector;
● the Company will not invest directly in real estate or real estate
development projects, but may invest in companies which have a large real
estate component, if their shares are listed or are traded on the OTC Market;
and
● the Company will not invest in any closed-ended investment fund
unless the price of such investment fund is at a discount of at least 10% to
such investment fund's NAV (at the time of investment).
Furthermore, based on the guidelines established by the United Nations
Principles for Responsible Investment ("PRI"), of which the Company is a
signatory:
● the Company will not invest in companies known to be significantly
involved in the manufacturing or trading of distilled alcoholic beverages,
tobacco, armaments or in casino operations or other gambling businesses;
● the Company will not invest in companies known to be subject to
material violations of Vietnamese laws on labour and employment, including
child labour regulations or racial or gender discriminations; and
● the Company will not invest in companies that do not commit to
reducing in a measurable way pollution and environmental problems caused by
their business activities.
Any material change to the investment policy will only be made with the
approval of Shareholders by ordinary resolution.
Shareholder Information
Sanne Group (Guernsey) Limited (the "Administrator") is responsible for
calculating the NAV per share and delegates this function under a legal
contractual arrangement to Standard Chartered Bank (Singapore) Limited (the
"Sub-Administrator"), previously Standard Chartered Bank, Singapore Branch
until its transference under the Banking Act on 13 May 2019. The estimated NAV
per ordinary share is calculated as at the close of business each business day
by the Investment Manager and published at close of business in Vietnam the
same day. The monthly NAV is calculated by the Sub-Administrator on the last
business day of every month and announced by a Regulatory News Service within
10 business days.
Chairman's Statement
Dear Shareholder,
I am pleased to present the Annual Report for VietNam Holding Limited for the
twelve-month period ending 30 June 2023.
Although this has been a turbulent year globally, including in Vietnam, I am
pleased to report that the Fund has once again outperformed peers and the
Vietnam All Share Index ("VNAS").
I wrote in the interim report earlier this year about many of the reasons for
the market disturbances. Some were global, however, some also were very local.
As the Investment Manager notes in his report, there is often a 'game of two
halves' going on, and this year has been no exception.
In the first six months of the financial year, the Company's Net Asset Value
("NAV") per share declined by 16.8%, but in the second half of the year (from
1 January 2023 until 30 June 2023) rose by 13.3%. The total NAV return was
still negative, at -5.7%, but this was 4.3% better than the VNAS.
The Company's Total Assets were USD 116,191,137 at 30 June 2023, a decrease of
10.1% from USD 129,177,449 at 30 June 2022. Total Comprehensive loss was USD
8,622,089 at 30 June 2023 compared with a loss of USD 7,719,310 in the
corresponding period in 2022. Although VNH's NAV has declined in absolute
numbers, the focus, active management, and nimble performance of the
Investment Manager have led to a significant relative outperformance against
the market as a whole, as well as most of its peers.
The share price has fluctuated throughout the year, reaching a year high of
GBP 3.375 per share and a low of GBP 2.21 per share. Contributing factors to
the ups and downs include the NAV's movements, the GBP/USD exchange rate and
the discount volatility.
Market and Opportunity
The Board visited Vietnam in March of this year and sat down with the
Investment Manager to go through their strategy, meet with the research team
and also to review in depth with the team one of the top five holdings.
We came away from the meeting feeling confident about several fronts. Firstly,
Vietnam remains a dynamic investment opportunity. Despite periods of
volatility and market depression, the underlying macro story and potential for
the country and its companies are both tremendous and distinctive. Secondly,
its public markets offer a rare mix of growth that is not based on financial
gearing and is at modest valuation levels and indeed at historical lows.
Thirdly the structural improvements in liquidity will continue this year with
more enhancements made to the stock market infrastructure, which also makes us
more convinced that it is only a matter of time before the market is
considered for an upgrade to Emerging Market Status. Finally, Dynam Capital,
our Investment Manager has proven themselves to be a nimble, focused team,
punching above their weight, and delivering superior risk adjusted returns in
both financial and environmental, social and governance ("ESG") terms.
Progress over past 5 years
When we appointed Dynam Capital five years ago, we set out three main
objectives. Firstly, to provide solid risk adjusted returns for shareholders.
Secondly, to build on and develop an ESG centered investment strategy fit for
purpose. Thirdly, to use all means possible to narrow the discount between the
Company's share price and NAV. In addition, we also set forth a dedicated
marketing plan to broaden the shareholder base, in an attempt to increase the
visibility of the Fund and its liquidity and ultimately attract retail and
wealth management platforms, which we felt would be natural buyers of a
focused, yet niche investment company structure.
I port on each of these below:
Risk Adjusted Returns
Performance
In the twelve months to 30 June 2023 the Company's NAV per share declined by
5.7%, while the market as a whole, as measured by the VNAS, declined by 10.0%.
In the first six months of the financial year the NAV per share fell by 16.8%,
against an index fall of 20.5%, and in the second six months the Company's NAV
rose by 13.3% in line with the index, which rose by 13.2%. At 30 June 2023,
the Company has outperformed the VNAS on 1, 3, 5 and 10-year measures.
Performance monitoring remains a key focus of the Board and we engage closely
with our Investment Manager in this respect through monthly conference calls
as well as quarterly presentations. A more detailed account of the Company's
annual performance is also provided in the Investment Manager's Report.
ESG Strategy
Responsible Investing and Sustainability Reporting
The Investment Manager and the Board have been committed to responsible
investing and aligned approach to ESG years before the mainstream global
investing community moved in this direction. The Company has been a signatory
to the United Nations' Principles on Responsible Investing ("PRI") since 2009,
and in its most recent PRI assessment scored two 'five-stars' reflecting our
efforts to contribute to responsible investing in Vietnam in a meaningful way.
The Company and the Investment Manager were sponsors of the inaugural ESG
Investing Conference held in Ho Chi Minh City on 31 May and 1 June 2023. We
helped the organisers deliver two full days of content to a packed audience of
close to 350 participants.
We also have been measuring the carbon footprint of both the Company and the
portfolio for several years, and this year's findings are in the
Sustainability Report. It is worth noting that unlike in previous years, when
the portfolio had a significantly lower carbon footprint than the market as a
whole, at this reporting date, our footprint is slightly higher than the
index. The key reason for this is that we have backed a company that is in
transition - Petro Vietnam Services ("PVS") which has one of the country's
largest fleets of specialised offshore supply vessels, historically used to
implement and maintain oil and gas infrastructure. PVS has stated its ambition
to become one of the leading service providers in renewable energy -
specifically onshore and offshore wind energy. Over time, we believe PVS's
transition to clean energy will result in a lower overall carbon impact, even
if it distorts our reported carbon footprint for the reporting period.
Discount
During the year the Company's shares traded at an average discount to NAV of
15.7%. The Board seeks to manage the discount through regular share buybacks,
as detailed below. In addition to delivering a strong relative performance of
the Company's portfolio, the Investment Manager, in close cooperation with the
Board and the Company's broker and marketing agent, has maintained an active
investor relations program. For much of the year the discount has been the
narrowest of the three London listed investment companies focused on Vietnam.
At the time of writing the discount was 16.4%.
Marketing
With the help of the Investment Manager, Dynam Capital, the Board has further
developed the Company's marketing activity throughout the year to help narrow
the discount, improve liquidity in the Company's shares, and widen our
Shareholder base.
The Investment Manager has been actively promoting the Company and along with
our broker and sales partners has conducted roadshows, topical seminars,
podcasts, and several webinars. Articles produced by the Investment Manager
have also appeared in trade media, illustrating some of our core investment
themes, and other exciting developments in the market. Our analysis shows that
the marketing and communications efforts continue to bear fruit. We are
delighted to see a greater number of wealth management platforms on the share
register having also seen the overall mix of investors broaden considerably
over recent years. The Investment Manager has maintained a strong social media
presence for the Company as well. We welcome all Shareholders who may be
reading this Annual Report for the first time and thank all existing holders
for their ongoing support.
Share Buybacks
The Board has a mandate to authorise the purchase up to 14.99% of the
Company's shares each year in the open market at prices below NAV per share,
and this was renewed at the AGM on 1 November 2022. In the year from 1 July
2022 to 30 June 2023, the Company bought back 1,500,563 shares (representing
5.1% of the shares outstanding at 1 July 2022) at a weighted average discount
of 15.2%. This resulted in a 0.78% accretion to NAV per share. From September
2017, when the current Board was appointed, through until 30 June 2023, the
Company has bought back 14.82 million shares at a weighted average discount of
-15.4%. This represents a 3.4% accretion to NAV per share.
Continuation vote
As you will know, at the AGM in 2018 we told shareholders we would bring a
five-yearly continuation vote to the 2023 AGM, which will take place this
November.
As detailed above, we believe the market opportunity for the Fund remains,
despite the Company's relatively modest size, and that the Investment Manager
is doing an excellent job in delivering on the Company's investment
objectives.
The Board (and Dynam Capital) maintain a regular dialogue with shareholders
and believe that many share our view that the Company should continue for a
further five years. A resolution to that effect will be put to shareholders at
the Company's AGM later this year. As such, the Directors will be recommending
that shareholders vote to approve the continuation of the Company for a
further five years and we propose a new continuation vote to be held in
November 2028.
On behalf of the Board, I would like to extend a further thank-you to
shareholders for your ongoing support throughout the past year. While the
global mood is gloomy, we believe Vietnam remains a bright spot - an
attractive investment destination with good prospects for further growth over
the years to come.
Hiroshi Funaki
Chairman
VietNam Holding Limited
13 October 2023
Investment Manager's Report
This year marks the 17th anniversary of the Company and its listing in
London 1 . Over this time, the Company, which is just six years younger than
Vietnam's stock market, has seen Vietnam grow dramatically not only in
absolute terms, but in stature and visibility. While the country's stock
markets have also grown at an average annual rate of 4%, VNH has outperformed
the market on a 1, 3, 5 and 10-year basis. Nevertheless, the market can be
volatile and there have often been periods, lasting 6 to 12 months of
significant weakness in the equity markets. The past twelve months was, as
with previous annual periods, a 'game of two halves'.
From 1 July to 31 December 2022, Vietnam's stock market experienced a sharp
decline. Markets are always fickle friends, and in Vietnam, they are often
also hostage to the mood of the country's seven million or so domestic retail
investors. That mood darkened in Q4 last year following the arrests of some
high-profile property entrepreneurs, which brought the bond and real estate
markets to an abrupt halt in the face of uncertainties over issuing bonds and
refinancing existing obligations. Several large, listed property groups faced
liquidity and solvency issues, and were forced to start the lengthy process of
restructuring their borrowings from local and international investors. Towards
the end of December, two deputy prime ministers were removed from office, and
in January 2023, the President stepped down, for failure to resign in the
mistakes of some government officials, and in the wake of a scandals relating
to PPE procurement and COVID-19 repatriation flights.
The mood has brightened somewhat in more recent months. Interest rate cuts,
bottom fishing by local and regional investors, and a returning 'sense of
order', despite the global disorder, have all helped the stock market to post
six-month gains of around 13.2% at the end of June 2023.
This 'sense of order' includes ever increasing levels of foreign direct
investment ("FDI") and a record trade surplus, albeit because of imports
falling faster than exports. Vietnam has a very open trade-based economy, and
weaker global demand for technology goods - computers, tablets, mobile phones
and accessories - has naturally hit its usually high export growth. This also
has had a knock-on effect on consumer confidence.
The record USD 12.25 billion trade surplus in the first half of calendar 2023
and rising levels of disbursed FDI have enabled the country to keep a
relatively stable foreign-exchange balance, stemming off the weakness in the
Vietnam Dong seen last year.
Inflation has also remained under control. Unlike in Europe or the US, Vietnam
has a lower energy exposure in its cost of goods basket: half of its energy
mix is domestically sourced, including a reliance on hydropower.
Portfolio( )
Investors in the Company should recognise the value of having a closed-end
fund structure. This means that we do not need to ordinarily maintain
liquidity for the sake of funding redemptions. We have a concentrated
portfolio that allows us to take conviction positions in core companies. For
example, our top-holding, FPT, has averaged between 10-15% of the portfolio
over the past five years. This would not be possible in a regulated open-end
fund (UCITS for example). Our top ten positions account for 62% of the
portfolio and our top 5 for 41%.
The level of concentration means that we need to be focused on finding robust
companies, with strong positions in their sectors and industries, and with the
ability to compound their earnings over a five to ten year period. As an
example of this FPT has a compound annual growth rate in earnings of 21.5% in
the last 3 years.
We use our size to our advantage. We navigate nimbly around the market
capitalisation opportunity set in Vietnam. Although our median portfolio
market capitalisation remains at around USD 1bn, a decrease of 6% over the
year, we are uniquely size agnostic.
Phu Nhuan Jewelry JSC ("PNJ"), for example, was a USD 100m market cap company
when the Company first invested over a decade ago - putting it at the
small-to-medium category. As at 31 August 2023, it has a market capitalisation
equivalent to USD 1.096bn, making it a 'large cap' company.
We do not have to sell companies when they become large, and nor do we have to
reduce the smaller companies on liquidity grounds. Our portfolio philosophy is
an active one: our active weight has been around 70% over the past five years,
and our portfolio turnover has been in the range of 30 to 40%.
Performance
As described in the interim report as of 31 December 2022, the first six
months of the financial year saw significant volatility in the Vietnamese
stock market. During this period, the NAV per share fell by 16.8%,
outperforming the Vietnam All Share Index's ("VNAS") decline of 20.5%. Towards
the end of the second half of the financial year, the equity markets
themselves started to recover, rising by 13.2% as of June 2023 with the
Company's NAV per share similarly finishing the period up.
At 30 June 2023, the NAV per share declined by 5.7% for the full financial
year in accordance with the drop reported for the previous financial year.
Nonetheless, unlike this time last year, we are optimistic about the second
half of calendar 2023. The Company continues to outperform its peers, and has
also outperformed the VNAS on a 1, 3, 5 and 10-year basis. The Company's share
price still fell by 10% during the financial year due to a combination of the
5.7% decline in NAV per share and a slightly wider discount between the share
price and the NAV.
Liquidity
Portfolio liquidity remains robust, and we estimate that over 95% of the
portfolio could be liquidated in less than 30 days.
The portfolio's size and nimbleness as per our style of investment management
means that we can navigate across the spectrum of company sizes, and we
believe this has contributed to the outperformance of the Company versus the
index and our peers. We have been able to take profit in sectors that surged
last year and move swiftly as market forces and economic mood changes.
Although the Fund's investment policy allows up to 20% of the assets to be
invested in unlisted or pre-IPO 'private equity' type deals, the Fund is
currently only invested in listed securities, and all are valued as 'Level 1'
- see Valuation in the notes to the Financial Statements pages 65 to 66. In
2018 we increased the exposure to some pre-IPO opportunities, including making
a three-year convertible loan to a logistics company, but following the
complete return of that investment, we have not made any further such
investments. Given the forthcoming continuation vote, we did not want to set
false expectations in the minds of potential investee companies or do the
Board or shareholders in the Company a disservice by tying their hands to a
significant illiquid position should the continuation vote not pass.
As of 30 June 2023, the portfolio has about 1.5% of NAV in cash.
Positioning and Core Themes
Our main investment approach remains focused on industrialisation
(best-in-class manufacturers, international logistics); urbanisation
(purposeful real estate, transportation, clean energy, and clean water); and
domestic consumption and its enablers (sustainable retail, domestic logistics,
products, and finance). These themes are inter-linked, as industrialisation
and urbanisation foster further robust growth in GDP and domestic consumption,
and are underpinned by the banking sector.
Industrialisation
Over the past thirty years Vietnam has emerged as a key manufacturing centre
for a wide range of goods. The country's GDP growth has been fueled by FDI
into the industrial and manufacturing-for-export sectors. The trend of
'made-in-Vietnam' has been accelerated by the 'China-plus-one' strategy of
global manufacturers, seeking to de-risk their supply chains. The war in
Ukraine, and the economic isolation of Russia, has also played into these
fears, with many companies looking to spread their production more evenly over
the world. Some commentators have called this the beginning of the end of
globalisation. What is perhaps more likely is a continuation of the trend of
supply chain restructuring. Some companies will look to re-shore manufacturing
back home, others to near-shore (i.e., increase production in Mexico for North
American markets) and others to friend-shore. The latter category is where
Vietnam is likely to attract the most increased interest.
Although in the past we have invested in manufacturers, including garment
companies and seafood producers, we have chosen to obtain most of the exposure
to these themes during the past year through the business-to-business
'linkages', mainly through industrial parks and logistic companies. These
typically have a higher quality of earnings and higher return on equity than
the individual exporters. A core holding in this area is the leading port
operations and shipping company Gemadept ("GMD"), which at 5.4% of NAV is the
sixth largest position in the portfolio.
Urbanisation
Vietnam's urbanisation level in 2022 was about 37%. This is a level that China
reached in 2000, before doubling within twenty years. According to a UN
forecast(( 2 )), Vietnam's urban population is expected to reach 44% by
2030. In last year's annual report, we spoke about the multiplier effect of
investments in domestic infrastructure, giving as an example the opening in
May 2022 of a new bridge across Ho Chi Minh City's Saigon River, connecting
the down-town District 1 hub to the Thu Thiem peninsular, a region already
demarcated to be a new 'metropolis'.
While the prospects for urban growth remain intact - because Vietnam will need
to build millions of new houses over the next two decades - the real estate
sector has been in the doldrums for much of this year. At the end of 2022, we
had a 15% exposure to the real-estate sector, but were quick to reduce this in
the face of weakening short-term potentials and, indeed, managed to escape the
worst of the turmoil to hit some of the companies in the sector. At the end of
2023, our exposure to real-estate was 9.4% and much of this was to the
industrial park sector, as opposed to the frozen residential market. We are
confident that some of the key names in the sector will survive and thrive,
and we may well add back to some of these in the months ahead.
Domestic Consumerism
We believe the Vietnam economy is at an inflection point in its development,
and that the consumer sector will develop strongly in years to come. In May
2023, we hosted a webinar on the retail sector and invited a speaker from PNJ
to address our investors and talk about some of the key longer-term trends.
That said, higher interest rates, rising costs and weaker manufacturing for
export during the year have softened consumer demand in several categories.
Our portfolio companies have not escaped, and our two retail champions, PNJ
(jewellery) and Mobile World Group ("MWG") (an omni-channel, omni-sector
retailer) have seen their share prices depressed. At the end of June 2022,
the portfolio had approximately 17.8% exposure to the domestic retail sector,
including PNJ, 8.1% of NAV, and MWG, 9.2% of NAV. By the end of June 2023, the
sector allocation had reduced to 7.8%, with PNJ and MWG down to 5.1% and 2.7%
respectively.
Banks and financial sector
VNH's allocation to banks has increased again from 22% at 30 June 2022 to 30%
at 30 June 2023, as we see a more favorable interest rate environment, and
renewed credit growth. Although 30% is significant, and the limit for a single
sector in the Fund's investment policy, this is an underweight position
relative to the index. Key portfolio names in the portfolio include Sacombank
("STB"), 10.1% of NAV; MBB, 5.7% of NAV; VCB 5.7% of NAV; Vietin Bank ("CTG"),
3.0% of NAV; ACB, 3.3% of NAV; and VP Bank, 1.8% of NAV.
In addition to banks, we have also re-entered the brokerage sector, with a 10%
allocation across several brokerages. This is a sector we have made strong
gains in historically, and we have never been afraid to take profits. We think
that the sector will also benefit from returning domestic investor appetite,
in part as domestic interest rates on bank deposits are reduced.
Responsible investing
The Company is firmly focused on sustainability and has placed environmental,
social and governance ("ESG") principles at the heart of its investment
criteria for over a decade, having become an early signatory to the United
Nations Principles for Responsible Investing ("PRI") in 2009, just three years
after the principles were published, and before any other fund in Vietnam. The
Company received two 'five-star' grades in its most recent PRI assessment
report.
Each component of ESG is equally important. For Vietnam, the 'S' has been at
work in its society for many decades and the pandemic has forced further
efforts at several of our portfolio companies on harmonising staff,
shareholders and impacts on society at large. 'G' has always been a key pillar
for VNH's investment approach, and we have been at the forefront of advocating
and training for corporate governance at our investee companies since the
Company's formation 17 years ago. Our CEO, Vu Quang Thinh, is a co-founder and
member of the board of the Vietnam Institute of Directors ("VIOD"), and highly
regarded for encouraging companies in Vietnam to improve their corporate
governance standards. We actively engage with our portfolio companies, urging
them to give more attention to investor relations and transparent reporting.
We have also been advising some of them specifically on how to get the balance
right in aligning interests between staff and shareholders through the
structure and implementation of employee share option plans. The 'E' aspect of
ESG has, and rightly so, taken centre stage in many investors' minds and at
the same time become a greater priority for Vietnamese people. On the climate
front, the Investment Manager and the Company have both affirmed the Paris
Agreement and our commitment to the Task Force for Climate-related Financial
Disclosure ("TCFD"). Dynam Capital has also joined the Asia Investor Group on
Climate Change ("AIGCC") and intends to contribute more to the advocacy of
climate risk reporting. More details of this can be found in the
Sustainability Report.
We were sponsors of the inaugural ESG Investor Conference held over two days
at the end of May 2023 where we reiterated our focus to 'Doing More, Measuring
More and Reporting More'. Over the two days it became apparent that the ESG
journey is one that the Fund can both participate in, and benefit from. We do
not need to sacrifice consistent returns as a responsible investor. There may
be opportunities in the short term that we choose to pass on. We look for
companies that can compound their earnings over a five-year period. The
discipline that comes with an integrated ESG approach can help deliver
longer-term sustainable growth that outweighs the short-term benefits of one
or two stocks that could 'pop' in a portfolio.
As we move into the second half of 2023, sentiment globally remains subdued.
Although recessionary risks remain less severe for Asia than in the West, a
global recession is still possible, and this could hit Vietnam's export growth
further.
In last year's annual report, we emphasised the favourable economic effects of
government spending on infrastructure. This was under-budget in the first half
of 2022 and struggled to achieve expectations in the second half, probably
because certain officials were nervous about making necessary decisions.
Nevertheless, there is mounting evidence of these expenditures happening with
far less political commotion.
In recent months, we have also seen a steady rebound in domestic and
international tourism in Vietnam. In May 2023, Chinese tourists started to
return to Vietnam after a three-year absence. North Asia has historically been
a key source of international tourism for Vietnam. In fact, the level of added
activity is putting further pressure on the country's airports.
We are optimistic on the prospects of further recovery over the next six to
twelve months, and believe that patience by investors in the Fund will be
rewarded. The Chairman of VNH mentioned the upcoming continuation vote in his
letter. We believe we have delivered value for investors over the five years
in which Dynam Capital has been the Investment Manager and look forward to the
continuation of our investment mandate.
Our objective is to position the portfolio for growth within a three to
five-year investment horizon. As always, this means looking through short-term
noises and volatility in search of longer-term value derived from robust
compounding growth of well-managed companies with proven sustainable business
strategies.
We remain committed to delivering on the trust put in us by the board of VNH,
and by the investors in the Company, many of whom we have met with or spoken
to over the course of the past twelve months.
As an Investment Manager, we aim to execute simple things well while staying
active and nimble throughout the process. Our team is honoured to manage the
Fund and will continue to focus on 'Doing More, Measuring More and Reporting
More' to you, our investors.
Top 10 Companies by NAV as at 30 June 2023 (and as at 30 June 2022)
Top 10 companies as at 30 June 2023 Sector % NAV
FPT Corporation Telecommunications 12.6%
Sacombank Banks 10.1%
PV Technical Services JSC Oil and Gas 6.9%
Military Commercial Bank JSC Banks 5.7%
Vietcombank Banks 5.7%
Gemadept Corp Industrial Goods and Services 5.4%
Phu Nhuan Jewelry JSC Retail 5.1%
IDICO Corp JSC Real Estate 4.0%
Ho Chi Minh City Securities Financial Services 3.6%
Asia Commercial Bank Banks 3.3%
Total 62.4%
Top 10 companies as at 30 June 2022 Sector % NAV
FPT Corporation Telecommunications 11.5%
Mobile World Investment Corp Retail 9.2%
Gemadept Corp Industrial Goods and Services 8.5%
Phu Nhuan Jewelry JSC Retail 8.1%
Sacombank Banks 5.6%
Khang Dien House Real Estate 5.4%
Hai An Transport & Stevedori Industrial Goods and Services 5.4%
Military Commercial Bank JSC Banks 5.2%
Vietnam Prosperity JSC Bank Banks 4.6%
Vietnam JS Commercial Bank F Banks 4.0%
Total 67.5%
Dynam Capital, Ltd.
13 October 2023
Top Five Portfolio Companies
FPT Corp ("FPT")
As at 30 June 2023
VietNam Holding's investment
Date of first investment 10 December 2012
Ownership 0.36%
Percentage of NAV 12.6%
Internal rate of return (annualised) 25.4%
Share information
Stock Exchange HOSE
Date of listing 13 December 2006
Market capitalisation (USD million) 4,027
Free float 84.4%
Foreign ownership 49%
Financial indicators (as at 31 December) 2022 2021
Capital (USD million) 465.1 390.1
Revenue (USD million) 1,866.0 1,532.7
EBIT (USD million) 288.1 232.8
NPAT (USD million) 275.2 229.9
Diluted EPS (VND) 4,429 3,618
Revenue growth 21.7% 18.6%
NPAT growth 19.7% 20.0%
Gross margin 39.0% 38.2%
EBIT margin 15.4% 15.2%
ROE 27.8% 26.7%
D/E 0.49 0.94
About the Company
Founded in 1988, FPT is a software developer that provides a range of IT and
telecom services to international and local companies. The company has held
the leading position in the local IT industry in Vietnam since 1996, is a
brand-name distributor and retailer of IT and communication products, supplies
broadband internet and Pay-TV services, and operates educational programs in
Science, Technology, Education and Math ("STEM") for 108,100 students at
various age-groups.
FPT has transformed itself from an IT services company to an end-to-end
digital transformation service provider and operates from 290 offices and
branches across 29 countries (as of 31 December 2022) and continues to expand
its overseas presence. Its digital transformation services' revenue reached a
record USD 312m in 2022. The company also owns and operates core telecoms
infrastructure in Vietnam with a main North-South backbone, which has recently
been upgraded from copper wire to fiber-optic cables.
As of 31 December 2022, FPT employees 42,408 employees, including 28,533
engineers and technology experts, across its eight subsidiaries.
Recent Developments
Despite the challenging economic conditions, FPT achieved a strong financial
performance with revenue and profit after tax of USD 1,866m and USD 275m, a
21.7% and 19.7% YoY growth, respectively. Global outsourcing revenue was the
main driver with 30.2% growth and the number of large contracts (over USD 5mn
in contract value) also rose significantly to 31 from 19 last year. The US
market grew the most, by 50% in 2022, and accounted for 35% of the total
global outsourcing revenue. In domestic services, FPT products also performed
well with sales up by 54.3% YoY and reaching USD 48.78mn. The Education,
Investment, and 'others' segment achieved USD 160mn in revenue and USD 60mn in
profit before tax, an increase of 68.6% YoY and 23.8% YoY, respectively.
Sustainability Strategy
FPT has developed a sustainable development strategy to ensure the balance of
economic development, community support, and environmental protection. In
terms of objectives and activities, FPT has referred to Vietnam's action plan
to implement the 2030 commitments to sustainable development and GRI
Sustainability Reporting Standards.
ESG Achievements
FPT has chosen ten of the seventeen UN Sustainable Development Goals ("SDGs")
that align most with its vision and values: No Poverty, Good Health &
Well-being, Quality Education, Gender Equality, Clean Water and Sanitation,
Affordable and Clean Energy, Decent Work and Economic Growth, Industry,
Innovation, and Infrastructure, Reduced Inequality, and Partnerships For The
Goals.
FPT released its comprehensive environmental, social, and governance ("ESG")
report for 2022 following GRI standards, demonstrating its dedication to
providing transparent information to its investors, shareholders, and other
stakeholders. The company also strives to report on its water and energy
consumption, indoor air quality in the workplace, and diversity, equity, and
inclusion ("DEI") metrics. FPT is in the top three Vietnamese Publicly Listed
Companies for corporate governance scores in the ASEAN region. The company has
been named on the ASEAN's CG score list for two consecutive years.
ESG Challenges
FPT has set targets for building green office buildings but has not yet
started measuring its total carbon emissions. In addition, as human resources
are a key success factor for IT companies today, FPT will need to find ways to
attract and retain talent in the face of industry competition.
Sacombank ("STB")
As at 30 June 2023
VietNam Holding's investment
Date of first investment 24 July 2020
Ownership 0.5%
Percentage of NAV 10.1%
Internal rate of return (annualised) 6.0%
Share information
Stock Exchange HOSE
Date of listing 13 July 2006
Market capitalisation (USD million) 2,382
Free float 94.5%
Foreign ownership 26%
Financial indicators (as at 31 December) 2022 2021
Capital (USD million) 799.3 810.3
Total Operating Income (USD million) 1,108.4 761.0
NPAT (USD million) 213.7 146.6
EPS (VND) 2,674 1,630
TOI growth 45.7% 1.7%
NPAT growth 45.8% 26.2%
ROA 0.9% 0.7%
ROE 13.8% 10.8%
CAR 9.5% 9.9%
NPL 0.9% 1.5%
Equity multiplier 15.3 15.2
About the Company
In 1991, STB became the first commercial joint-stock bank to be established in
Ho Chi Minh City. In 1996, it became the first bank to issue shares to the
public, then the first bank to be listed on the Ho Chi Minh Stock Exchange in
2006. In 2012, it was subject to hostile changes in the shareholder base and
management teams, followed by a merger with a weak bank in 2015. In 2017, a
new chairman and management team took over running the bank and initiated a
comprehensive restructuring plan approved by the State Bank of Vietnam
("SBV"). Over the past five years, most of the bank's legacy problems have
been resolved, with the balance expected to be completed by the end of 2023 or
early 2024.
In 2022, STB ranked the tenth largest bank by assets in the industry with an
extensive network of 566 branches and transaction points. STB implemented
Basel II from 1 January 2020, committing to more prudent risk management
practices.
STB has won many awards, including "Most Innovative Retail Bank in Vietnam"
from International Business Magazine, "Vietnam's Best bank for medium and
small sized enterprises" from Asia Money, "Most trusted bancassurance service
provider in Vietnam 2022" from Global Banking & Finances, "Best Workplaces
in Asia in 2022" from HR Asia.
Recent Developments
In 2022, STB's consolidated NPAT rose 45.8% YoY to USD 213.7 million, with
total credit growing 13% YoY. The Non-Performing Loan ("NPL") ratio
significantly improved to 0.9% of total credit from 1.5% a year before, while
loan loss coverage increased to 131% of NPLs. It has focused on clearing up
bad debts, and the proportion of the problem 'legacy' assets to total assets
declined to 4.3% in 2022 from 28.1% in 2016.
Sustainability Strategy
STB has pursued a sustainability-oriented corporate governance model. In 2022,
it continued to meet all the criteria of the Corporate Sustainability Index
("CSI") and was awarded the "Top 50 Corporate Sustainability Award 2023" from
Nhip Cau Dau Tu Magazine. STB has implemented environmental and social
management system ("ESMS") in compliance with international standards.
STB was the first private bank to implement Directive No 03/CT-NHNN on
promoting green credit growth, alongside three of Vietnam's state-owned
commercial banks, including Vietcombank, BIDV and Agribank.
ESG Achievements
STB has improved its sustainability report by following the GRI standards. In
addition, the company's Board of Directors has created committees and councils
in compliance with the law and in reference to best practices on corporate
governance. The bank has documented its environmental and social risk appetite
and developed a rigorous environmental and social impact assessment process.
The bank has also carried out an employee satisfaction survey.
ESG Challenges
STB is aware of the national net-zero commitment and reports its key
environmental performance indicators in its annual report, however, it could
do better by estimating and disclosing its total carbon emissions and consider
the application of the Task Force on Climate-related Financial Disclosures
("TCFD") framework to integrate climate into its governance and risk
management framework.
PV Technical Services JSC ("PVS")
As at 30 June 2023
VietNam Holding's investment
Date of first investment 5 September 2022
Ownership 1.2%
Percentage of NAV 6.9%
Internal rate of return (annualised) 25.5%
Share information
Stock Exchange HNX
Date of listing 20 September 2007
Market capitalisation (USD million) 657
Free float 48.5%
Foreign ownership 20.8%
Financial indicators (as at 31 December) 2022 2021
Capital (USD million) 202.7 205.4
Revenues (USD million) 694.2 612.9
EBIT (USD million) 28.2 24.6
NPAT (USD million) 40.0 32.2
Diluted EPS (VND) 1,575 887
Revenue growth 13.3% -29.9%
NPAT growth 24.2% 5.0%
Gross margin 5.6% 6.1%
EBIT margin 4.1% 4.0%
ROE 7.4% 5.9%
D/E 0.11 0.10
About the Company
PVS is a member of PetroVietnam ("PVN") and one of few domestic providers of
technical services for the Oil & Gas industry. It is also a company that
is transitioning towards renewable energy services in a significant manner. It
holds majority stakes in offshore support vessels ("OSV") and floating storage
("FSO/FPSO") vessels, with a total fleet of 18 vessels, provides specialised
mechanical and construction ("M&C") services and operates maritime supply
bases.
Recent Developments
PVS is transforming itself into a leading global contractor for offshore wind
power projects. In August 2022, PVS's subsidiary, PTSC M&C, signed an MoU
with Orsted to collaborate on offshore wind projects in Vietnam. Orsted is
currently the world's largest developer of offshore wind power as it has a
total installed capacity of 7.5 GW with 11.8 GW either under construction or
awarded around the world. We believe the signing of this MoU will help PTSC
M&C to enter offshore wind power projects and develop its capacity in this
new field.
In addition, revenues from traditional services for the Block B - O Mon
natural gas project will be a growth engine for the next 5 years. Block B - O
Mon is one of the largest gas projects in Vietnam to date. According to PVN,
an estimated USD 19bn will be added to the state budget during the project's
20-year lifetime for upstream and downstream projects.
Sustainability Strategy
Although classified in the oil and gas sector, PVS is transitioning its
business to supporting offshore wind power projects. The company has signed
MOUs with many partners to cooperate in developing domestic as well as
overseas projects. PVS is utilising its fleet of specialised offshore vessels
in the construction, operation, and maintenance of nearshore windfarms in Ben
Tre, Tra Vinh, and Ca Mau provinces and offshore wind farms in Binh Thuan
province. The company has also secured two contracts overseas with total value
of USD 320mn.
ESG Achievements
The company is trying to improve its governance structure and has sent its CEO
and Board Members to attend corporate governance courses organised by the
Vietnam Institute of Directors. The Health, Safety and Environmental ("HSE")
Management System of PVS follows international standards and is certified by
BSI Group, and the company organises regularly HSE training for its employees.
There were no labour and environmental accidents recorded in 2022.
ESG Challenges
As a state-owned company, PVS needs to improve its Investor Relations ("IR")
activities. For example, much of the content on the company's website is not
available in English yet. Governance issues can also emerge when the company
is largely controlled by the State.
Military Commercial Joint Stock Bank ("MBB")
As at 30 June 2023
VietNam Holding's investment
Date of first investment 25 May 2017
Ownership 0.2%
Percentage of NAV 5.7%
Internal rate of return (annualised) 12.5%
Share information
Stock Exchange HOSE
Date of listing 1 November 2011
Market capitalisation (USD million) 3,883
Free float 58.9%
Foreign ownership 23%
Financial indicators (as at 31 December) 2022 2021
Capital (USD million) 1,922.4 1,624.0
TOI (USD million) 1,933.1 1,587.6
NPAT (USD million) 769.8 568.3
EPS (VND) 3,856 3,133
TOI growth 21.8% 33.9%
NPAT growth 35.5% 52.4%
ROA 2.7% 2.4%
ROE 25.6% 23.5%
CAR 11.5% 11.3%
NPL 1.1% 0.9%
Equity multiplier 9.2 9.7
About the Company
MBB was founded in 1994 and is the sixth largest bank in Vietnam by total
assets. Its IPO took place in 2004 and it listed its shares in November 2011.
MBB is a well-regarded financial group with six subsidiaries offering a full
range of services, including banking, securities, consumer finance, life
insurance, non-life insurance, fund management and asset management.
MBB is also one the most profitable banks in the sector, bolstered by its
advantages of extensive branch network, low funding cost, and high CASA
resulting from its large corporate enterprise client base and support from its
major shareholders. MB has consistently committed to its prudent asset-quality
management. It was one of the first pilot banks in Vietnam to implement the
Basel II since April 2019.
MBB has won many awards, including "Brand Vietnam Awards 2022" form Branch
Finance, "Top 50 Best Listed Companies" from Forbes, "Outstanding Performance
Bank" from Napas and "Outstanding Bank for Small and Medium Enterprises" from
International Data Group ("IDG").
Recent Developments
In 2022, MBB's consolidated NPAT increased by 35.5% YoY to USD 769.8 million.
Total credit expanded 25% YoY. Retail loans constituted 48%, compared to 46% a
year before, which implied a robust growth of 32% YoY.
The Non-Performing Loan ("NPL") ratio increased slightly to 1.1% in 2022 from
0.9% in 2021, meanwhile loan loss coverage was maintained at a high level of
238% of NPLs.
Sustainability Strategy
MBB has carried out guidelines from the Government and the State Bank on
environmental protection, social responsibility, social risk management in
credit activities, and green growth. MB has integrated environmental and
social impact assessments into the processes for credit appraisal,
supervision, and monitoring.
MBB has prioritised green projects, agriculture and forestry projects,
environmental and social projects, high technology, and safe agriculture
programs, and provided preferential interest rates and conditions. In
addition, MBB complies with the State Bank's regulations on lending to
prioritised sectors including agriculture, export, supporting industries,
small and medium-sized enterprises ("SME"s) and high technology businesses.
ESG Achievements
MBB is considered one of the most prudent and conservative banks in the
industry. It was among ten pilot banks to implement Basel II since 2014,
officially integrated these standards in 2016 and fully applied the three
pillars of the Basel II in 2020.
MBB was awarded the "Outstanding Bank for Green Credit" for its pioneering
role in green credit promotion and contribution to the country's sustainable
development and environmental protection. In 2022, green finance accounted for
8.7% of the total loan book.
ESG Challenges
MBB faces the competing challenges of maintaining loan quality across its
growing loan book and embedding ESG into its strategy in a robust manner.
Since 2020, MBB introduced its sustainable development framework and outlined
key opportunities and challenges in terms of corporate governance and business
ethics, emission reduction, safety management and staff's wellness,
environment, community, and social responsibilities.
Vietcombank ("VCB")
As at 30 June 2023
VietNam Holding's investment
Date of first investment 12 August 2022
Ownership 0.03%
Percentage of NAV 5.7%
Internal rate of return (annualised) 24.5%
Share information
Stock Exchange HOSE
Date of listing 30 June 2009
Market capitalisation (USD million) 20,066
Free float 25.1%
Foreign ownership 24%
Financial indicators (as at 31 December) 2022 2021
Capital (USD million) 2,006.6 1,594.2
Total Operating Income (USD million) 2,886.7 2,434.1
NPAT (USD million) 1,268.6 946.3
EPS (VND) 5,821 4,162
TOI growth 18.6% 14.5%
NPAT growth 34.1% 18.3%
ROA 1.9% 1.6%
ROE 24.4% 21.7%
CAR 10.0% 9.3%
NPL 0.7% 0.6%
Equity multiplier 13.4 13.0
About the Company
VCB was founded in 1963 and is one of four State Owned Commercial Banks
("SOCB"s) in Vietnam, with the state owning of 74.8% of the company. Its IPO
was in 2007 and it listed its shares on the Ho Chi Minh Stock Exchange in
2009. In 2011, Japan Mizuho Corporate Bank become its strategic partner with a
stake of 15%. As of 2022, VCB is the third largest bank in Vietnam by total
assets, with a market share of 9.6% of all loans and 10.7% of all deposits.
As a SOCB, VCB has significantly contributed to the stability and growth of
the domestic economy, upholding the role of a major foreign trade bank in
facilitating efficient domestic economic growth and being a 'thought leader'
in the national and regional financial community. VCB is a universal bank,
providing a full range of financial services.
VCB has won a variety of significant awards, including "Top 10 Strongest
Brands in Vietnam" from the Vietnam Economic Review; "Top 10 Prestigious
Commercial Banks" from Vietnam Report; "Best Risk Management Bank" from
International Finance Magazine, "Strongest bank by Balance sheet" from Asian
Banker. It was also the only Vietnamese bank in The Banker's global "Top 500
leading banks", the only Vietnamese Bank in the Asian Banker's list of "Top 30
Strongest Banks in Asia Pacific region" from the Asian Banker, and the only
Vietnamese company on Forbes' "The World's Top 1,000 Public Companies".
Recent Developments
In 2022, VCB's consolidated NPAT increased 34.1% YoY to USD1,268.6 million,
the highest level of profitability among Vietnam's banks. Its total loan book
increased by 19% YoY and total deposits increased by 9% YoY, leading to a
year-end stipulated loan to deposit ratio of 74%. Despite supporting its
borrowers by quickly cutting interest rates, VCB was able to expand its Net
Interest Margin ("NIM") from 3.15% in 2021 to 3.39% in 2022 by growing its
retail lending business. VCB was also able to maintain a robust level of
growth in its earnings, without sacrificing prudence - the Non-Performing Loan
("NPL") ratio was just 0.7% and the loan loss coverage of NPLs was 317%.
Sustainability Strategy
VCB's sustainability report was in line with the Global Report Initiative
("GRI") and reported on general information, economic standards (GRI 200),
environmental standards (GRI 300), social standards (GRI 400), and disclosed
information on its corporate governance policy (GRI 100).
The bank has also embedded the State Bank of Vietnam's guidelines for
environmental risk management in its credit activities and is trying to
promote social awareness of climate change and environmental protection to its
stakeholders.
ESG Achievements
In 2022, VCB's efforts to make more 'green' loans and support sustainable
transition for key industries accounted for more than 4% of its total loan
book, three times the level in 2019. It has also contributed an average of USD
20 million per annum to social welfare activities since 2000.
VCB was selected as the bank with the best working environment in Vietnam
according to the survey results of "Top 100 Best Workplaces in Vietnam".
ESG Challenges
VCB has consistently proven itself as the leading Vietnamese bank in term of
quality and operational efficiency. However, the weak economic environment
poses challenges to banks that are trying to balance maintaining asset quality
with seeking a greater exposure to newer green finance initiatives, especially
those in the renewable energy sector.
Sustainability Report
As the whole world is experiencing exponential change in this post-pandemic
era, we can see how challenging it is to navigate the risks and the
opportunities. However, if there is one thing certain it is that the COVID-19
years accelerated the focus on environmental, social and governance ("ESG")
matters, and this is true in Vietnam. As the public's expectations continue to
rise and change fast, building sustainable business strategies is no longer
simply an option for any company.
The 2022 Edelman Trust Barometer global report (( 3 )) on more than 36,000
respondents in 28 countries shows that businesses are increasingly expected to
fill the voids left by governments and policy makers on climate change,
economic inequality, workforce reskilling and racial injustice. According to
the survey results, nearly 60% of consumers buy brands based on their values
and beliefs, almost 60% of employees choose a workplace based on shared values
and expect their CEO to take a stand on societal issues, and 64% of investors
look to back businesses proven to be aligned with their stated values.
Nevertheless, 2022 was not a favourable year for ESG funds and their
performance suffered. After years of dramatic growth, investment in ESG
securities has declined sharply, with research firm Morningstar reporting a
70% drop in inflows compared to the year before and the number of new funds
launched down by 60%. The overall downfall in many stock markets is certainly
a factor, but the retreat also coincides with a backlash against the entire
ESG concept in the United States, which stems mainly from the argument that
some financial companies no longer make decisions in the best interest of
their shareholders or clients, but instead use their financial power to push
forward social and political agendas.
In Europe, several initiatives have been delayed, including the development of
social and transition taxonomies and the adoption of remaining technical
screening criteria for the EU Green Taxonomy. In addition, the Russia-Ukraine
conflict has arguably shifted political dynamics around eligible activities
for the Green Taxonomy. Noteworthy, in this regard, is the inclusion of gas
and nuclear under certain criteria.
New Wave of Regulatory Forces
Despite shifting priorities, there have been large steps taken globally in
implementing further ESG regulations. Key trends include increased greater
disclosure, a renewed focus on 'greenwashing', and the expansion of related
priorities from climate change to other environmental issues, such as
biodiversity. Notable is the Taskforce for Nature-related Financial Disclosure
("TNFD"), which has been developed to supplement the TCFD by calling for
organisations to report and act on evolving nature related risks beyond
climate change, with the aim of supporting a shift in global financial flows
away from nature-negative outcomes and toward nature-positive outcomes. TNFD's
40 Taskforce Members (https://tnfd.global/about/taskforce-members/)
represent financial institutions, corporates and market service providers
with over USD 20trn in assets under management.
For Vietnam, rapid urbanisation and industrialisation have had detrimental
impacts on the environment and natural assets. Climate change, urban solid
waste, and air pollution are key environmental issues that the Vietnamese
government is keen to address over the next few years. In fact, 2021 and 2022
saw significant changes in Vietnam's green policy commitments. The country's
ambitious net-zero targets for 2050 could be seen as a milestone, paving a way
for the transformational interventions needed to address climate change
challenges, including the development of cleaner transportation and energy
systems.
Since the target was set, the government has taken firm steps in building a
legal corridor for responding to climate change issues and implementing the
commitments made. Decree No.06/2022/ND-CP in January 2022 includes regulations
on the reduction of greenhouse gas ("GHG") emissions and protection of the
ozone layer. This new legislation specifies how companies will be given
guidance on the scheme and undergo a pilot operation that is followed by a
carbon credit trading market due to being formally launched in 2028.
Additionally, in June 2022, Vietnam's government approved the circular economy
development scheme and set several ambitious targets. The scheme aims to
reduce the intensity of GHGs per GDP by at least 15% by 2030. By 2025, the
country aims to reuse, recycle, and treat 85% of plastic waste, reducing half
its plastic waste in oceans, as well the volume of non-biodegradable plastic
bags and disposable plastic products in use.
In terms of energy development, in December 2022, the Vietnamese government
finalised the Just Energy Transition Partnership with the G7 and others. The
partnership will mobilise an initial USD 15.5 billion of public and private
finance over the next three to five years and aims to help Vietnam reduce its
reliance on coal and transition to renewable sources of energy through a mix
of loans, grants, technology transfers, and technical assistance programmes.
If the partnership meets its goals, Vietnam will see peak GHG emissions by
2030 instead of 2035 and reduce its annual power sector emissions by 30% by
significantly increasing its reliance renewables.
In mid-May this year, the long-awaited National Power Development Plan VIII
("PDP8") was approved by the Prime Minister, setting out ambitious goals for
renewable energy and liquefied natural gas ("LNG") expansion in the next three
years to phase out coal after 2030. The scale of the transition needed to meet
the goals of PDP8 through 2030 and Vietnam's commitment to net-zero emissions
by 2050 means there are enormous opportunities in the energy sector,
especially in developing energy storage technologies, such as lithium
batteries, pumped hydropower, heat storage, and smart grids that aim to ensure
a high level of stability and integration of renewable energy in the power
system.
Following the ASEAN Taxonomy for Sustainable Finance, Vietnam's Green Taxonomy
is also under the stakeholder consultation process for finalisation. The Green
Taxonomy for green credit and green bond covers eight sectors, 83 green
economic activities and green investment projects with environmental screening
criteria, thresholds, and indicators, contributing to the eight environmental
goals in the Law on Environmental Protection.
ESG Moving up the Corporate Agenda in Vietnam
ESG awareness in Vietnam might have come later than in the US and Europe, but
the intuition and application of practices have been growing steadily in
recent years. According to PWC Vietnam's ESG Readiness report 2022, about 80%
of Vietnam's companies have made related commitments or plan to do so in the
next two to four years. The top reason cited for pursuing ESG is "brand image
and reputation" (82 %), while the second most cited reason is 'to remain
competitive' (68%). Another report by KPMG Vietnam, Vietnam's Customer
Experience Excellence 2022, shows that up to 93% of customers in Vietnam are
willing to pay more for ESG-integrated products and services. The report shows
Vietnamese consumers are becoming conscious of lifestyle choices and aware of
the effects of their consumption. These survey results speak volumes about the
increasing interest in ESG in Vietnam.
The country continues to emerge as an important alternative manufacturing base
to China, and its participation in free trade agreements created more
opportunities for enterprises to be part of the global supply chain. ESG
considerations are prerequisites for many such deals, and so compliance is
necessary to remain competitive with developed markets where green economy and
compliance standards are being continuously upgraded. Enhanced sustainability
reporting, following global standards, and climate related disclosures, and
preparing infrastructure for a clean energy transition are the key ESG aspects
that Vietnamese enterprises need to focus on in 2023 and beyond to meet the
demand of investors, consumers, and other stakeholders.
As a long-term, responsible investor, ESG integration has always been at the
heart of our investment approach. With our motto 'do more, measure more and
report more', we have made substantial progress for the past one year in our
ESG journey. Our PRI Transparency Report for 2021 received five-star scores,
and our very first climate-risk assessment report was featured in the Asia
Investor Group on Climate Change ("AIGCC")'s Report on Net-zero investment in
Asia, the 4(th) edition. We also supported the successful inaugural ESG
Investment Conference in Vietnam as a gold sponsor of the event held in early
June this year. Our Investment Manager continues to actively engage with
companies on improving ESG practices of investee companies and bring the ones
with good practices into the spotlight. What's more, the Investment Manager
has developed a rigorous ESG rating system that can be used for both company
assessment and engagement.
VNH's New ESG Scorecard
After almost two years of pilot testing, our Investment Manager has developed
its own holistic ESG rating framework to be included throughout the investment
process. The new ESG Scorecard has 80 questions covering a wide variety of ESG
factors that we consider material to a company from an investor perspective,
including board of directors structure and composition, shareholder rights,
risk management, internal control, employee policies and customer rights,
diversity and inclusion, community outreach, environmental protection, and
climate change commitments. With the new scorecard, we expect to understand
potential risks and opportunities of an investee company better through an ESG
lens. In fact, during the financial year, we have made several decisions to
increase or decrease our investment value in several stocks based on these ESG
factors, such as discovering emerging opportunities in the clean energy
transition or finding out an issue in customer privacy that might cause a drop
in a stock value.
Vietnam's Evolving Climate Change Initiatives
According to the recent report by the United Nations in March 2023, Vietnam
remains one of the 20 most vulnerable countries to climate change. In 2022,
Vietnam experienced some of the worst environmental impacts it had seen since
2007 from typhoon Noru and tropical storm Sonca. The report highlights the
risk of further rapid decline in biodiversity, depletion of natural resources
and damaged ecosystems, making the country more vulnerable to climate change
and its socioeconomic implications. The country was estimated by the World
Bank to lose about USD 10 bn in 2020, or 3.2% of its gross domestic product,
to climate impacts. By 2050, the costs to the economy generated by climate
change could total as much as USD 523 bn. The World Bank suggests that the
current economic models are not the ones that will bring Vietnam to a green,
sustainable, and equitable future (( 4 )). Although the country is not among
the highest GHG emitters globally, it has shown one of the fastest growth
rates in per capita GHG emissions since Vietnam's economy is powered primarily
by fossil fuels. Therefore, the country needs systematic changes if it is to
effectively address the impacts of climate change.
At COP26, Vietnam made a strong commitment to achieving its net-zero target by
2050. Since that conference in Glasgow in 2021, the government's efforts in
driving its energy strategies and relevant policies have shown the country's
willingness to address climate change issues by itself. According to Vietnam's
National Climate Change Strategy ("NCCS") to 2050, announced by the government
in July 2022, Vietnam's GHG emissions will peak in 2035 and reduce rapidly by
60-90% across all sectors. Later in November 2022, the Nationally Determined
Contribution ("NDC") stated to the UNFCCC that by 2030 Vietnam will reduce its
GHG emissions by 15.8% unconditionally (by its own national effort and
resources) and by 43.5% conditionally (with international support).
The Fund's Stewardship Role
As a long-term investor focused on the Vietnamese market, we support the
efforts of the government and the business sector in Vietnam to address
climate change and its socioeconomic effects. During the financial year, our
Investment Manager has been actively contributing to the national and regional
dialogue to drive forward the net-zero transition. Our efforts for managing
the portfolio's carbon emissions and climate risks have been featured in the
AIGCC's 4(th) edition of Net-zero Investment, and the Investment Manager had
the opportunity to present the key highlights of Vietnam's climate change and
energy policies to the Asian investment community in the workshop hosted by
AIGCC.
Climate change is also the main topic for engagement with companies in our
portfolio. Followed by the webinar in 2022, the Investment Manager has been
working with companies to help them prepare for their ESG and carbon footprint
reports. We are happy to see that the number of portfolio companies reporting
their total carbon emissions has increased this year, some of which have
decided to do so after our engagement meetings, for example, PNJ and GMD.
As we navigate to a net-zero world, VNH has identified its focus points for
climate change over the next two years:
· Continue to measure and track the portfolio's carbon footprint to
identify carbon-intensive sectors, integrate climate risks and opportunities
into our broader risk management framework, and identify investment
opportunities in low-carbon sectors;
· Improve our climate related disclosures following the guidelines of the
Task Force on Climate-related Financial Disclosures; considering disclosures
following the guidelines of the Task Force on Nature-related Financial
Disclosures; and
· Encourage more companies in the portfolio to measure their total carbon
emissions and to create a decarbonisation roadmap.
VNH's Task Force on TCFD
2023 is the second year we have assessed the climate risks of the portfolio
and this time with lessons learnt from the first one. VNEEC, a Vietnamese
environmental consultant, was engaged to estimate total carbon emissions of
all listed companies in the VNH portfolio as of 31 December 2022. This was
followed by an assessment of the portfolio's climate risks and alignment with
the Paris Agreement goals using scenario analysis and the implied temperature
rise metric. We also went deeper into estimating the impact value of companies
that are more susceptible to transition risks, according to the assessment
report, and integrated that data into our financial models. Our response to
the core elements of the TCFD recommendations are summarised in the following
sections.
Leading Sustainable Governance
VNH's board publicly announced its support of the Paris Agreement and the Task
Force on Climate-Related Financial Disclosures in 2021. During the Annual
General Meeting in 2021, the Board also endorsed a belief statement for
climate, which was later published through media release and the Fund's
website.
Additionally, the Company's ESG Committee has been working closely with the
Investment Manager to enhance its investment strategy by further incorporating
climate related risks and opportunities into the investment process and
overall risk management.
Sustainability matters are also incorporated into the reports sent to
investors. In addition, board members and directors of the Investment Manager
have attended seminars and training in the UK and Asia on climate and
sustainability issues and continue to advocate for greater adherence and
involvement from peers. The Investment Manager promotes and supports climate
initiatives through industry bodies, such as the AIC, the Singapore Institute
of Directors, AIGCC, and the Vietnam Institute of Directors ("VIOD"), which is
a member of the ASEAN Network for Climate Governance.
Strategy for 2021-2025
As most Vietnam's companies are at the early stage of incorporating climate
change into their business strategies, we continue to focus our engagement
activities on raising portfolio companies' awareness and providing them with
guidelines to measure their total carbon emissions and adopt or develop
low-carbon technology.
We identify physical risks, for example, acute weather events, as well as
transition risks, which include policy, legal and market risks. We do this
across sectors in accordance with our core investment themes:
industrialisation, urbanisation, and the domestic consumer. In our analysis,
we prioritise the best-in-class companies in terms of their adoption of
technological solutions to lower carbon emissions and their disclosures on
carbon footprint in their annual reports, favouring those that prove to be
engaged in strong climate-resilient strategies.
Based on the United Nations Environment Programme Finance Initiative ("UNEP
FI"), which assesses the sector transition risk exposure in terms of direct
and indirect emission costs, low carbon capital expenditure and change in
revenue, the largest portion of VNH's portfolio in 2022 (43% of the NAV) is
allocated in the financial and information technology sector. This sector is
categorised as "low" transition risks, while another 41% of the portfolio is
invested in sectors with "moderate" exposure ratings.
In the financial year, the Fund has invested in two stocks in the oil and gas
sector, which is categorised as "high" risk exposure. However, PVS, the
largest of these two companies, is transitioning its business to support
offshore wind power projects and has signed MOUs with many partners to develop
domestic as well as overseas green energy projects. PVS is also utilising its
fleet of specialised offshore vessels in the construction, operation, and
maintenance of nearshore windfarms in Ben Tre, Tra Vinh and Ca Mau provinces
and offshore wind farms in Binh Thuan province. To date, it has secured two
contracts overseas with a total value of USD 350m.
The portfolio's implied temperature rise calculation is based on the two
models developed by the Climate Action Tracker(( 5 )). The first is the
domestic modeled pathway, which is in line with the Vietnamese government's
net-zero commitment made in 2021 and centered on Vietnam reducing its emission
to 86.8 MtCO(2)e (excluding LULUCF (( 6 )) in 2050) to reach the 1.5°C
target. The data for this was updated in 2022. The second model is the
effort-sharing model, which sets the budget considering each country's
economic capabilities. Based on the calculation of VNEEC, VNH's 2022 portfolio
is 3.71(0)C and 2.21(0)C for the domestic and the effort-sharing pathways,
respectively. This means that the implied temperature rise of VNH's 2022
portfolio is higher than 2(0)C and is not aligned with the effort-sharing
model nor the domestic one. Nevertheless, the report by VNEEC indicates that
VNH's implied temperature rise is still better than those in developed and
emerging markets.
Risk Management
The ESG Committee works closely with the Audit and Risk Committee and the
Investment Manager to incorporate climate risks into the overall risk
management framework (see page 29).
The Investment Manager integrates climate risk assessment into every stage of
the investment processes from initial screening and due diligence to
investment decision and monitoring. Risks as well as the opportunities they
present are discussed regularly during the Investment Committee's meetings and
managed at the portfolio level.
Metrics and Targets
· Portfolio carbon footprint is the key metric we use to measure and
keep track of our progress towards reducing carbon emissions. Our target is to
keep the portfolio carbon footprint 20% below the benchmark index, the Vietnam
All share Index ("VNAS"), and in 2020 and 2021, the portfolio's footprint was
an average of 40% below the index's. In 2022, this target was not achieved due
to the Fund's investment in two oil and gas stocks that we see having great
potential in transitioning to net-zero. As explained above, the largest of
these, PVS, has concrete plans in place to adapt its business model in support
of clean energy, and the Investment Manager has been carefully monitoring the
company's new projects.
· We will continue to work collaboratively to keep the global average
temperature from rising above 2°C or higher than pre-industrial levels. Our
target is measured by the implied temperature rise of the portfolio and the
number of climate initiatives that we support through communications, policy
dialogue, company engagement, and networking. Although the implied temperature
rise of the 2022 portfolio is higher than 2(0)C, we are offsetting this by
actively joining in policy dialogue, supporting climate initiatives, and
accelerating our engagement with companies to help them with their own
transitions.
· From 2022 onwards, we will annually conduct more quantitative analysis
to assess the climate risk exposure of the portfolio and how such risks are
translated into financial impacts, for example, the potential financial loss
from physical risks, carbon price and their effect on performance. We will
also identify businesses and investment opportunities that can benefit from
this transition risk process. We use the Weighted Average Carbon Intensity
("WACI") metric to assess the portfolio's exposure to carbon-intensive
companies expressed in tCO(2)/$M revenue, and this is calculated at 178.23
tCO(2)/$M for VNH's 2022 portfolio based on Scope 1 and 2 emissions of all
companies. VNH's WACI is more impressive than the MSCI Emerging Market
Index's, being approximately 51% less carbon intensive, and slightly higher
than the MSCI World Index which only includes the developed countries, such as
the US, Western Europe, and Japan.
· In the long term, from 2025, and with shareholder approval, we will
set a firm target percentage for low-carbon investment in our portfolio.
Portfolio Carbon Footprint
The attributable carbon footprints of portfolio firms are compared to the
attributable carbon footprints of an identical amount invested in companies in
the VNAS. The VNH portfolio's carbon footprint in 2022 is 5.6% higher than the
VNAS benchmark. More specifically, the total carbon emissions of the VNH 2022
portfolio are 20,539 tCO(2)e, whereas a comparable investment in VNAS would
produce 19,455 tCO(2)e. In other words, the VNH portfolio released 1,084
tCO(2)e higher than the VNAS Index benchmark. The portfolio's sector
allocation resulted in -14.9% (equal to 2,906 tCO(2)e) less carbon-intensive
emissions than the benchmark's weighted emission. However, the portfolio's
stock selection is 20.5% (equal to 3,990 tCO(2)e) more carbon-intensive than
the benchmark's weighted emission. In terms of carbon emissions, the two new
oil and gas equities are the primary contributors to the portfolio's
underperformance against the VNAS benchmark.
VNH Portfolio VNAS benchmark Difference between
VNH Portfolio vs.
VNAS benchmark
Total Emissions Scope 1 and 2 (tCO(2)e) 20,539 19,455 1,084
Total Emissions Scope 1, 2 and 3 (tCO(2)e) 40,879 39,978 901
Carbon footprint (tCO(2)e/ USDM Invested) 194.83 184.54 5.6%
The UN's 17 Sustainable Development Goals
The 17 Sustainable Development Goals ("SDGs"), also known as the Global Goals,
were adopted by the United Nations ("UN") in 2015 as a universal call to
action to end poverty, protect the planet, and ensure that by 2030 all people
enjoy peace and prosperity. With only less than a decade left, it is crucial
that we accelerate our actions if we are to make any meaningful change. The
country's Voluntary National Review shows that Vietnam is currently on track
to achieve four of the 17 SDGs that the country has committed to for the 2030
Agenda. These include SDG 1, "No poverty"; SDG 6, "Clean water and
sanitation"; SDG 9, "Industry, innovation and infrastructure"; and SDG 10,
"Reduced inequalities". 2022 marked the 45(th) Anniversary of Vietnam's
relationship with the UN, and together with the Government of Vietnam, the UN
launched a new five-year Sustainable Development Cooperation Framework ("CF")
for the 2022 to 2026 period.
The CF specifies four priority outcomes linked to SDG goals for Vietnam for
the next three years, namely inclusiveness and social development;
climate-change response and disaster resilience; environmental sustainability
and shared prosperity through economic transformation; and governance and
access to justice. Progress will be measured against 46 outcome and 57 output
indicators. We have already seen the UN expand its dialogue in Vietnam to
encourage private sector firms to incorporate the UN principles of responsible
business into their operations.
We consider the 17 SDGs to be the most holistic framework that companies can
start with in developing their sustainability strategy. We are pleased to see
that the SDGs have been incorporated in many of our portfolio companies'
annual reports, with detailed illustrations of how the SDGs are embedded in
their business activities and corporate culture.
For example, FPT, the largest holding in VNH's portfolio, contributes greatly
to SDG 4, "Quality Education", with their extensive education programmes for
staff, their families, and communities. In their 2022 annual report, FPT
reported on the 10 SDGs that the company focuses on most with specific results
for each goal.
GMD, another company in our portfolio, has also made efforts to align its
business with the SDGs, especially SDG 9, "Build resilient infrastructure,
promote inclusive and sustainable industrialisation and foster innovation with
its extensive green smart port ecosystem" and SDG 13, "Climate Action".
Additionally, the banking sector, which at 30 June 2023 accounts for around
30% of VNH's portfolio, has made significant progress in contributing to the
SDGs in recent years, for example, by providing more loans and products to
support climate change, energy transition and underprivileged groups.
Vietnamese banks also have been improving their sustainability disclosures.
For example, Vietnam Prosperity JSC Bank ("VPB"), the "greenest" bank in our
portfolio, has taken many steps to improve its environmental and social
management by following international standards and adopting the TCFD
framework. VPB has set targets to reach net-zero emissions in its operations
by 2027 and plans to meet this by maintaining its loan balance for coal
related activities under 0.5% of total portfolio, raising a minimum of USD 1bn
in green finance to support clients in their climate change efforts; and
ultimately aiming to achieve zero-loan balance for coal related activities and
net-zero financings by 2050. STB, our second largest holding, has been
actively embedding the SDGs into its business strategy and risk management
system and reports its progress on this through its adoption of the GRI
standards.
Among our portfolio companies, CTG, FPT, MBB, PNJ and VPB are the ones in the
Vietnam Sustainability Index ("VNSI") 2023, which features the top 20
sustainable listed companies on HOSE measured in terms of their ESG
contributions. DGW, PNJ and CTG are investee companies that made it in the top
100 sustainable companies in Vietnam having been included in the Corporate
Sustainability Index 2022 developed by the Vietnam Business Council for
Sustainable Development ("VBCSD") under the Vietnam Chamber of Commerce and
Industry ("VCCI").
The Importance of G in ESG
Corporate Governance ("CG") is an integral part of any successful business as
it guarantees accountability, transparency, and ethical behaviours. As an
investor, we highly value companies that prove good corporate governance
practices. The CG part in our ESG scorecard has been developed based on both
national regulations and international guidelines, including the Law on
Enterprises, the Law on Securities, Decree 155 on corporate governance of
public companies, Circular 96 on disclosure of information of public
companies, the International Finance Corporation's ("IFC") CG Code of Best
Practices for public companies, and the ASEAN CG Scorecard. It covers a wide
range of governance issues, including board structure, company's commitment to
corporate governance, risk management and control system, transparency and
disclosure, shareholder rights and board oversight of environmental and social
issues.
With Vietnam's equity market coming closer to being upgraded to an emerging
market status, and therefore potentially attracting even more foreign
investment, many companies have applied the World's Bank's IFC ESG guidebook
and other international guidelines to improve their corporate governance
framework. We have observed significant improvements over the past year in
board-level oversight of ESG issues at our portfolio companies. At least three
companies in our top ten holdings have set up a dedicated board committee to
address key ESG matters, and many have sent their directors to corporate
governance training courses, hosted by the IFC and VIOD, to help them drive
effective sustainable strategies.
In addition, we have been pleased to see enhanced investor relations
activities and greater transparency across all our portfolio companies. For
example, with monthly performance updates and quarterly reports, as well as
more content available in English. As noted above, we also are seeing more
sustainability reports from companies following GRI standards, and this
includes better investor relations support to address questions from
investors. FPT, our biggest holding, is in the Top 3 Vietnamese Publicly
Listed Companies for best corporate governance scores in the ASEAN region. It
has been named on the ASEAN's CG score list in two consecutive years.
Dedicated Company Engagement Program
The Investment Manager actively sets up face-to-face meetings with several
portfolio companies through the Company Engagement Programme to discuss
business strategy and how ESG issues are addressed. During the financial year,
the team continued to have in-depth meetings with GMD and PNJ to help improve
their ESG practices with practical solutions in the short and medium term.
Through different conversations, we saw the willingness and strong commitment
from the boards of these companies in driving the overall sustainability
agenda for their business. Both PNJ and GMD have established an ESG committee
under the board and developed three-year plans for carrying out a
sustainability strategy.
Shareholder Voting
During the financial year, the Company voted at the Annual General Meetings
("AGM") on every portfolio company in which it held an equity position. This
year the AGMs were held in both online and offline modes. The Investment
Manager attended 22 AGMs on behalf of the Company and voted 100% in favour of
all agenda items. The Investment Manager considered each issue based on its
merits related to the strategic objectives of the investee company and its
long-term performance.
As part of its usual practice, the Investment Manager discusses the agenda
items with each of the investee companies' board of directors. In all cases
during the past year, the Company voted for every agenda item proposed by the
companies' boards of directors.
Membership and Partnership to Promote ESG Practices
PRI
The Company's investment policy is aligned with the United Nations' Principles
on Responsible Investing ("PRI"), which the Company has been a signatory of
since 2009. Each year, the Company reports on its responsible investment
activities through the PRI Transparency Report. In its 2021 report, the
Company received five-star scores for all sections. The improvement in active
ownership activities was noted, particularly in some of our criteria, such as
the engagement approach, escalation strategy, number of companies engaged
with, the topics covered, and the way we share insights from engagements with
our stakeholders.
Vietnam Institute of Directors
Mr Vu Quang Thinh, the CEO of Dynam Capital, is a founding member of VIOD, a
professional organisation promoting corporate governance standards and best
practices in the Vietnamese corporate sector. VIOD was legally formed in 2018
with technical support from the IFC, which is a member of the World Bank Group
and the Switzerland's State Secretariat for Economic Affairs ("SECO").
Governed by a board of directors comprised of various private sector
representatives, VIOD has close collaboration with and is supported by the
State Securities Commission of Vietnam ("SSC"), HOSE and HNX under the Vietnam
Corporate Governance Initiative ("VCGI"). With the support of SSC, VIOD will
continue to represent Vietnam for participation in the ASEAN Corporate
Governance Scorecard. Our close collaboration with VIOD will continue to play
a key role in fostering good corporate governance in Vietnam over the coming
years.
Asia Investor Group on Climate Change
Dynam Capital, our Investment Manager, is a member of AIGCC. Dynam Capital
signed on the 2022 Global Investor Statement to Governments on the Climate
Crisis with more than 602 investors representing almost USD 42tn in assets
under management to raise their climate ambition and implement meaningful
policies to address the climate crisis. In addition, Dynam Capital has been
applying AIGCC's Investor Climate Action Plan to set out VNH's climate
strategy, while regularly attending AIGCC's monthly member meetings (including
training sessions) on climate change.
Supporting local initiatives
In the financial year, the Investment Manager promoted greater ESG awareness
in Vietnam through supporting Vietcetera and Raise Partners, the two young
organisations that hosted the very first ESG Investor Conference in Vietnam.
The Investment Manager also helped strengthen the sustainability conversation
in Vietnam through published articles in the Vietnam Investment Review ("VIR")
magazine, and Dear Our Communities, a start-up that produces podcasts and
creative media to help young people in the country learn more about
sustainability issues and relevant career opportunities.
Principal Risks and Risk Management
The Board has carried out a robust assessment of the Company's emerging and
principal risks and considers with the assistance of the Investment Manager
the risks and uncertainties faced by the Company in the form of a risk matrix
and heat map. The investment management of the Company has been delegated to
the Company's Investment Manager. The Investment Manager's investment process
takes into account the material risks associated with the Company's portfolio
and the holdings in which the Company is invested. The Board monitors the
portfolio and the performance of the Investment Manager at regular Board
meetings. The principal risks and the descriptions of the mitigating actions
taken by the Board are summarised in the table below.
Key risk Description Mitigating action
Market Risk Vietnam is an increasingly open trading nation, and the changes in terms of The Board is regularly briefed on political and economic developments by the
international trade, disruption to supply chains and impositions of tariffs Investment Manager. The Investment Manager publishes a monthly report on the
could impact directly and indirectly the Vietnamese economy and the companies Company which includes information and commentary on the macroeconomic
in which the Company is invested. The Vietnamese economy can also be impacted developments in Vietnam.
by the global-macro economic conditions, and also geopolitical tensions. The
Vietnamese capital markets are relatively young, and liquidity levels can The inherent liquidity levels in the portfolio have been considered explicitly
change abruptly responding to changes in the behaviour of domestic and in the viability of the Company and the Board is reasonably satisfied that
international investors. even in periods of distress and low liquidity there would be an adequate level
of assets that could be realised to meet the liabilities of the Company as
Parts of the portfolio may be prone to enhanced liquidity and price risk. they fall due.
The Board has noted that the underlying market liquidity in Vietnam has
increased dramatically during the last year, and the portfolio composition has
also included a higher percentage of larger and more liquid companies.
Investor Sentiment Vietnam is currently classified as a Frontier Market by MSCI, and the The Investment Manager keeps shareholders and other potential investors
timetable for any inclusion as an Emerging Market is unsure. Investor regularly informed on Vietnam in general and the Company's portfolio in
attitudes to Frontier and Emerging Markets can change, leading to reduced particular. At each Board meeting the Board receives reports from the
demand for the Company's shares, and an increase in the discount to NAV per Investment Manager, from Cavendish Securities plc, its broker, and is updated
share. on the composition of the shareholder register. In 2019 the Company migrated
its domicile from Cayman Islands to Guernsey and moved its trading from AIM to
a premium listing on the Main Market of the LSE in order to make the shares
attractive to a wider audience of potential investors. In seeking to narrow
the discount, the Board has also implemented an on-going share buy-back
programme.
Investment Performance The performance of the Company's investment portfolio could be poor, either The Board receives regular reports on the performance of the portfolio and its
absolutely or in relation to the Company's peers, or to the market as a whole. underlying assets. The Investment Manager reports to the Board at each Board
meeting, and the Board monitors the performance of the Investment Manager.
Fair Valuation The risks associated with the fair valuation of the portfolio could result in The Board reviews the valuation of the portfolio with the Investment Manager
the NAV of the Company being misstated. The quoted companies in the portfolio regularly.
are valued at market price, but it may be difficult to liquidate, where large
positions are held, at these prices in an orderly fashion in the ordinary The daily estimated NAV is calculated by the Investment Manager.
course of market activity. The values of the Company's underlying investments
are denominated in Vietnamese Dong, whereas the Company's accounts are The monthly NAV is calculated by the Fund Administrator.
prepared in US Dollars. The Company does not hedge its Vietnamese Dong
exposures so exchange rate fluctuations could have a material effect on the
NAV.
Investment Management Agreement The fund management activities are outsourced to the Investment Manager. If The Board maintains a close contact with the Investment Manager and reviews
the Investment Manager became unable to carry out these activities or if the the performance of the Investment Manager on a regular basis.
Investment Management Agreement was terminated, there could be disruptions to
the management of the portfolio until a suitable replacement is found.
Operational The Company has no employees and is dependent on a number of third parties for The Board receives regular reports from the Investment Manager and Fund
the provision of services (including Investment Management, Fund Administrator on their policies, controls, and risk management.
Administration and Custody). Any control failures or gaps in the services
provided could result in damage or loss to the Company.
Legal and Regulatory Failure to comply with relevant regulation and legislation in relevant The Company is administered in Guernsey by a Fund Administrator which reports
jurisdictions may have an impact on the Company. Although there are compliance to the Board at each Board meeting on compliance matters. The Board receives
policies (including anti-bribery policies) in place at the Company, the training and updates on compliance matters. The Investment Manager is
Investment Manager and all service providers, the Company could be damaged or regulated in Guernsey and has extensive compliance and risk management
suffer losses if any of these polices were breached. policies in place.
Pandemic Risk The global reach, impact and disruption to markets resulting from the recent The Board and the Investment Manager learned many valuable lessons during
outbreaks of COVID-19 showed the devastating effects that a global pandemic COVID-19 - the Board remains in regular contact with the Investment Manager,
could cause. Lockdowns, quarantine measures and restrictions on travel caused receiving regular updates on the development of any new threats whilst
sustained global economic disruption and the slowdown in growth caused some continuing to ensure that the key service providers to the Company all have
industries and companies to face severe financial pressures. functional Business Continuity Plans.
Climate Risk Climate change is happening faster than models earlier predicted, threatening The Board, through the Investment Manager, has engaged a specialist consulting
the safety of billions of people on the planet. Vietnam is one of the twenty firm in Vietnam to help estimate the portfolio's carbon footprint and identify
countries most vulnerable to climate change. The country's diverse geography the carbon-intensive sectors. The Investment Manager has undertaken to analyse
means it is hit by sea level rise, typhoons, landslides, flooding and the physical and transition risks of climate-sensitive industries to develop
droughts, and weather events are expected to worsen in coming years. Two types an appropriate investment and engagement strategy and to encourage investee
of climate-related risks have been identified. (1) Physical risks: sea level companies to do more on climate-related risk assessment and disclosures. The
rise, floods and typhoons that put infrastructure or real estate companies Investment Manager monitors investee companies that are identified to be at
with projects in coastal areas or low-lying levels at higher risk from high climate risk.
physical impacts of climate change.
The Investment Manager is a member of the Asia Investor Group on Climate
(2) Transition risks: climate policy and rising carbon prices may cause higher Change and keeps abreast of the changes in policies that may impact transition
prices and impact the viability of companies that rely on fossil fuels or and other climate-related risks. The Board is in regular contact with the
those in carbon intensive activities and may necessitate a significant, and Investment Manager and receives reports through the ESG Committee and the
costly, technology shift. Audit and Risk Committee.
Climate Risk(continued)
Emerging Risks New risks beyond those identified as Principal Risks can develop. These The Board reviews the risk matrix and risk register that captures and tracks
Emerging Risks may have a detrimental or existential impact on the Company. emerging risks as part of its overall risk management practices. Emerging
Risks are identified and recorded with a description of their root cause, a
risk assessment, a description of mitigating actions, a monitoring plan, and a
net risk rating. Changes in risk ratings are presented to the Board on a
quarterly basis. There are no emerging risks to bring to the attention of
the shareholders at the date of the Annual Report.
Director Profiles and Disclosure of Directorships
All of the Directors are Non-executive Directors and the majority are
independent of the Investment Manager.
Hiroshi Funaki (Chairman)
Mr Funaki has been actively involved in raising, researching and trading
Vietnam funds since 1995. He worked at Edmond de Rothschild Securities from
2000 to 2015 where he led the Investment Companies team, focusing on Emerging
Markets and Alternative Assets. Prior to that he was Head of Research at
Robert Fleming Securities, also specialising in closed-end funds. He currently
acts as an investment adviser to a Family Office. He has a MA in Mathematics
and Philosophy from Oxford University and is a UK resident.
Philip Scales (Audit and Risk Committee Chairman)
Mr Scales has over 40 years' experience working in offshore corporate, trust,
and third-party fund administration. For 18 years, he was managing director of
Barings Isle of Man (subsequently to become Northern Trust) where he
specialised in establishing offshore fund structures, mainly in the
closed-ended arena (both listed and unlisted entities). Mr Scales subsequently
co-founded FIM Capital Limited where he is Deputy Chairman. He is a Fellow of
the Institute of Chartered Secretaries and Administrators and holds a number
of directorships of listed companies and collective investment schemes. He is
an Isle of Man resident.
Sean Hurst (Senior Independent Director and Remuneration and Nomination
Committee Chairman)
Mr Hurst was co-founder, director and chief investment officer of Albion Asset
Management, a French regulated asset management company, from 2005 to 2009. He
is an experienced multi-jurisdictional director including roles at Main Market
and AIM-listed funds and numerous offshore and UCITS funds. He is currently
non-executive chairman of both JPEL Private Equity Ltd and DCI Advisors Ltd.
Mr Hurst was formerly a non-executive director of AIM-listed ARC Capital
Holdings Ltd, The CIAM Fund (SICAV) and The Satellite Event-Driven UCITS Fund.
He holds an MBA in Finance from CASS Business School in London and is a
resident of France.
Damien Pierron (Management Engagement Committee Chairman)
Mr Pierron is currently Managing Partner at Ankaa Ventures, a Venture Capital
firm active in Seed stage in Europe. In his last position, he was a managing
director in Societe Generale. Mr Pierron has over 20 years' experience in
M&A and Private equity gained at, among others, Lafarge Holcim, OC&C
Strategy Consultants, Natixis and Societe Generale. He is a CFA
charterholder and holds an Engineering Degree in Mathematics, Physics and
Economy from Ecole Polytechnique in Paris and a Master's Degree in
Quantitative Innovation from Ecole Nationale Superieure des Mines de Paris. He
is a Dubai resident.
Saiko Tajima (Environmental, Social and Governance Committee Chairman)
Ms Tajima has over 20 years' experience in finance, of which 8 years have been
spent in Asian real estate asset management and structured finance. Working
for Aozora Bank and group companies of Lehman Brothers and Capmark, she
focused on financial analysis, monitoring and reporting to lenders, borrowers,
auditors, regulators, and rating agencies. Over the last 9 years, she has
invested in and helped develop tech start-ups in Tokyo, Seoul, and Sydney. She
is a Certified Public Accountant in the US and is a UK resident.
Disclosure of Directorships in Public Companies Listed on Recognised Stock Exchanges
Name Company Name Stock Exchange
Sean Hurst JPEL Private Equity Ltd London
DCI Advisors Ltd London
Philip Scales First World Hybrid Real Estate plc Channel Islands
Corporate Governance Report
The Directors are responsible for the determination of the overall management
of the Company including its investment policy and strategy. This includes the
review of investment activity, performance and control and supervision of the
Investment Manager and other advisers. The Directors are all non-executive and
the majority are independent of the Investment Manager.
The Board is also responsible for its own composition, capital raising,
meeting statutory obligations and public disclosure, financial reporting and
entering into any material contracts on behalf of the Company.
The Directors have access to the advice and services of the Administrator and
Secretary, who are responsible to the Board for ensuring that Board procedures
are followed and that it complies with Company Law, applicable rules and
regulations of the Guernsey Financial Services Commission, the London Stock
Exchange and The International Stock Exchange.
Where necessary, in carrying out their duties, the Directors may seek
independent professional advice at the expense of the Company.
The Board of the Company has considered the Principles and Provisions of the
Association of Investment Companies Code of Corporate Governance issued in
February 2019 ("AIC Code"). The AIC Code addresses the Principles and
Provisions set out in the UK Corporate Governance Code (the "UK Code"), as
well as setting out additional Provisions on issues that are of specific
relevance to the 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 more relevant information
to Shareholders. The Board considers by reporting against the AIC Code, they
are meeting their obligations under the UK Code, the 2011 GFSC Finance Sector
Code of Corporate Governance and associated disclosure requirements under
paragraph 9.8.6 of the Listing Rules.
The AIC Code is available on the AIC website (www.theaic.co.uk). It includes
an explanation of how the AIC Code adapts the Principles and Provisions set
out in the UK Code to make them relevant for investment companies.
Except as disclosed within this report, the Board is of the view that the
Company complied with the recommendations of the AIC Code and the relevant
provisions of the AIC Code during the year ended 30 June 2023. 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.
The AIC Code includes a provision relating to the appointment of a Senior
Independent Director and the Board confirms that Sean Hurst is the appointed
Senior Independent Director of the Company. Liaison with Shareholders is dealt
with mainly by the Chairman of the Company and the Senior Independent Director
working closely with the Company's Advisors.
Directors' Responsibilities to Stakeholders
Section 172 of the UK Companies Act 2006 applies directly to UK domiciled
companies, however the AIC Code requires that the matters set out in Section
172 are reported by all companies, irrespective of domicile. This requirement
does not conflict with the Companies Law in Guernsey.
Section 172 recognises that Directors are responsible for acting in a way that
they consider, in good faith, is most likely to promote the success of the
Company for the benefit of its shareholders as a whole. In doing so, they are
also required to consider the broader implications of their decisions and
operations on other key stakeholders and their impact on the wider community
and the environment.
Key decisions are defined as those that are material to the Company, but also
those that are significant to any of the Company's key stakeholder groups. The
Company's engagement with its key stakeholders is outlined on page 36 of the
corporate governance section of this report.
Board Independence and Composition
The Directors are all non-executive and the majority are independent. Four of
the Board members were appointed in September/October 2017 following the
retirement of the previous Board and the fifth member was appointed in May
2019 following the retirement of a Board member at the 2018 AGM.
Mr Funaki is a Director of Discover Investment Company which holds 1,415,776
ordinary shares in the Company representing 5.01% of the issued share capital.
The Board are satisfied that this does not have any impact on Mr Funaki's
independence as a Director of the Company.
As detailed in note 8 of the financial statements, Directors own shares in the
Company as follows:
Hiroshi Funaki 19,887
Sean Hurst 5,312
Philip Scales 10,077
Damien Pierron 4,644
Saiko Tajima 5,000
The Board reviews the independence of the Directors regularly and at least
annually.
The Board acknowledges the benefits of greater diversity and welcomes the
recommendations from the Hampton-Alexander Review on gender diversity and the
Parker Review on ethnic representation. The Remuneration and Nomination
Committee will consider diversity generally when making recommendations for
appointments to the Board but with the principal aim that any new appointment
is filled by the most appropriate candidate based on a range of skills,
knowledge and experience appropriate for an investment trust.
In all of the Board's activities, there has been and will be no discrimination
on the grounds of gender, race, ethnicity, religion, sexual orientation, age
or physical ability.
The Board notes the new Listing Rules requirements regarding the targets on
board diversity:
· at least 40% of individuals on the Board are women;
· at least one senior Board position (chairman, chief executive officer
("CEO"), senior independent director or chief financial officer ("CFO")) is
held by a woman; and
· at least one individual on the Board is from a minority ethnic
background, defined to include those from an ethnic group other than a white
ethnic group, as specified in categories recommended by the Office for
National Statistics.
As required by the Listing Rules, reporting against these targets is set out
in the tables below in the prescribed format. The data was collected on a
self-identifying basis.
Gender identity/ sex No of Board Members Percentage of Board No of senior positions on the Board Number in Executive team Percentage of Executive Team
Male 4 80% 4 - N/A
Female 1 20% 1 - N/A
Not specified - - - - N/A
Ethnic Background No of Board Members Percentage of Board No of senior positions on the Board Number in Executive team Percentage of Executive Team
White British or other (including other minorities) 3 60% 3 - N/A
Asian/ Asian British 2 40% 2 - N/A
Mixed/ multiple Ethnic groups - - - - N/A
Not specified - - - - N/A
The Board notes that as at 30 June 2023 it does not currently meet the target
in relation to the number of women on the Board but will be considering the
target when future Board appointments are made.
The Company is an externally managed investment trust meaning there is no CEO
or CFO, however the Board considers that the Chairman of any of the Company's
Committees to be a senior position.
The Board notes also that 40% of the team members employed by the Investment
Manager and its subsidiary in Vietnam are female and 90% are ethnically
Vietnamese.
The Board believes the current board members have the appropriate
qualifications, experience, and expertise to manage the Company. The
Directors' biographies can be found on page 31.
Board Meetings and Attendance
The Board meets regularly during the year with representatives from the
Investment Manager present. In addition, representatives from the Company's
Broker and Administrator attend Board and committee meetings by invitation. At
each quarterly Board meeting the performance of the portfolio is formally
reviewed and during the year, Board members also attend investment meetings
with members of the Investment Manager's senior team. The Board members have a
range of skills covering investment management, banking, compliance, and
corporate governance as well as prior experience of acting as directors of
companies listed on the London Stock Exchange.
The Company's brokers and lawyers are consulted on any matters where external
expertise is required, and external advisers attend board meetings as invited
by the Chairman to report on and/or discuss specific matters relevant to the
Company.
During the year 4 Board meetings were held and the record of attendance at
each Board and committee meeting was as follows:
Board Audit and isk Remuneration and Nomination Management Engagement Environmental, Social and Governance
Hiroshi Funaki 4 (4) 4 (4) 2 (2) 2 (2) 2 (2)
Sean Hurst 4 (4) 4 (4) 2 (2) 2 (2) 2 (2)
Philip Scales 4 (4) 4 (4) 2 (2) 2 (2) 2 (2)
Damien Pierron 4 (4) 4 (4) 2 (2) 2 (2) 2 (2)
Saiko Tajima 4 (4) 4 (4) 2 (2) 2 (2) 2 (2)
Tenure of Board Members and Succession Planning
The Company has adopted a formal policy that neither the Chairman nor any
other Director shall serve for more than 9 years.
Re-election of Directors
The Board has agreed that all Directors should submit themselves for annual
re-election.
Mr Hurst, Mr Funaki, Mr Pierron, Mr Scales and Ms Tajima will all stand for
re-election at the 2023 AGM.
The individual performance of each Director standing for re-election or
election has been evaluated by the other members of the Board and a
recommendation will be made that Shareholders vote in favour of their
re-election at the AGM in November 2023.
Administration
On 7 October 2019 the Board appointed Sanne Group (Guernsey) Limited to
provide corporate governance, secretarial, compliance and accounting services
to the Company.
Conflicts of Interest
The Directors are reminded at each Board meeting of their obligations to
notify any changes in their statement of conflicts and also to declare any
benefits received from third parties in their capacity as a Director.
A register of conflicts is maintained by the Administrator and formally
reviewed on a quarterly basis. Each Director is required to declare any
potential conflicts of interest on an ongoing basis.
Performance Evaluation
During the year the Board undertook an evaluation exercise into the
effectiveness of both the Board and the Committees. The programme was
undertaken by the Administrator and no significant issues were identified.
The Remuneration and Nomination Committee will again consider whether for the
next evaluation due in 2023, an external facilitator should be appointed to
undertake the evaluations.
Professional Development and Training
New Directors are provided with all relevant information regarding the
Company's business and given the opportunity to meet with key functionaries
prior to appointment. They are also provided with induction training.
It is the responsibility of each Director to ensure that they maintain
sufficient knowledge to fulfil their role and so are encouraged to participate
in seminars and training courses where appropriate.
Committees of the Board
Four Committees have been formed, an Audit and Risk Committee, a Remuneration
and Nomination Committee, a Management Engagement Committee and an ESG
Committee. Since September/October 2017 the Company has been through a period
of considerable change and apart from the Management Engagement Committee, all
Board members are members of each committee. The Chairman of the Company does
not Chair any of the Committees.
Details of the Chairman of each committee, together with the number of
meetings held during the year are shown on page 34. A summary of the Terms of
Reference of each committee is detailed below and a copy of the Terms of
Reference are available on the Company's website www.vietnamholding.com.
Audit and Risk Committee
The Chairman of the Audit and Risk Committee is Philip Scales and the
Committee meets at least twice per annum. All members of the Board are members
of the Committee. This includes the Chairman of the Company where, given the
size of the Board, the experience of all members and the independence of the
Company Chairman, it is felt appropriate that all Board members play a role in
the Audit and Risk Committee. The principal responsibility of the Committee is
to monitor the production of the Interim and Annual Financial Statements and
to present these to the Board for approval.
Other duties include reviewing the internal financial controls and monitoring
third party service providers, review and monitor the external auditor's
independence and objectivity along with the effectiveness of the audit process
and to make recommendations to the Board in relation to the appointment of the
External Auditor together with their remuneration.
A report of the Audit and Risk Committee is detailed on pages 38 to 39.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee is chaired by Sean Hurst and all
members of the Board are members of the Committee. The Board considers that a
majority of the Directors are independent and therefore eligible to be members
of the Committee. The Committee meets at least once in each year and at such
other times as may be considered necessary.
The principal duties of the Remuneration and Nomination Committee are to
review the fees paid to the Non-executive Directors, to consider the
appointment of external remuneration consultants, to review the structure,
size and composition of the Board, make recommendations to the Board for any
changes and to consider succession planning. The Committee also undertakes the
evaluation of the appointment of any additional or replacement Directors and
ensures they are provided with training and induction. The Committee arranges
for an annual evaluation of all Board and Committee members.
During the year the Committee reviewed the fees paid to Directors and resolved
that no changes be recommended.
The AIC Code includes a provision relating to the appointment of a Senior
Independent Director of which Sean Hurst occupies this role.
No new Board appointments were considered during the year, but the Committee
reaffirmed the policy that no Director should serve for more than 9 years.
Management Engagement Committee
The Chairman of the Management Engagement Committee is Damien Pierron and the
Committee shall meet at least once a year. All members of the Board other than
Saiko Tajima are members of the Committee. The principal duties of the
Committee are to review the performance and appointment of the Investment
Manager together with their remuneration and to review the effectiveness and
competitiveness of the other main service providers and functionaries together
with reviewing their performance.
A share buy-back sub-committee consisting of Hiroshi Funaki and Sean Hurst has
been formed under the Management Engagement Committee and meets regularly to
review and monitor the share buy-back programme. Damien Pierron also joins the
share buy-back sub-committee on an ad-hoc basis.
During the year the Committee reviewed the performance of the Investment
Manager, Administrator and Sub-Administrator, Corporate Broker and Registrar.
No changes were recommended as a result of these reviews.
Environmental, Social and Governance Committee
The ESG Committee was established in 2021 and is chaired by Saiko Tajima with
all members of the Board forming the Committee. The aim of the Committee is to
establish a unified view of ESG, increasing understanding of all three
aspects: environmental, social and governance, and to promote the robust
standards of corporate governance that the Company adopts.
The purpose of the ESG Committee, which shall meet at least once a year, is to
support the Company's on-going commitment to environmental, health and safety,
corporate social responsibility, corporate governance, sustainability, and
other public policy matters relevant to the Company (collectively, "ESG
Matters").
Shareholder Engagement
The Company is committed to listening and communicating openly with its
Shareholders to ensure that its strategy, business model and performance are
clearly understood. All Board members have responsibility for Shareholder
liaison, but Shareholder contact is mainly dealt with by the Chairman of the
Company and the Senior Independent Director in close liaison with the Company
Advisors.
Copies of the Annual Report are sent to all Shareholders and can be downloaded
from the website. Other Company information including the Interim Report is
also available on the website.
The Company holds an AGM each year, which gives investors the opportunity to
enter into dialogue with the Board and for the Board to receive feedback and
take action as necessary. The Investment Manager also participates in meetings
with investors arranged by the Company's Broker and has arranged seminars and
webinars to update current and prospective investors on the developments in
the Vietnamese market and the performance of the Company. The Investment
Manager also updates the Company's website and sends out monthly factsheets on
the Company to investors who have registered to receive such updates. The
Company has a LinkedIn page which is administered by the Investment Manager.
The Board reviews proxy voting reports and any significant negative response
is discussed with relevant Shareholders and, if necessary, where appropriate
or possible, action is taken to resolve any issues. In the interest of
transparency and best practice, the level of proxy votes (for, against and
vote withheld) lodged on each resolution is declared at all general meetings
and announced.
Corporate Policies
Anti-Bribery and Corruption Policy
The Board is committed to the prevention of bribery throughout the
organisation and will take every step necessary to ensure to the best of its
ability that business is conducted fairly, honestly and openly. It has adopted
a formal policy to combat fraud, bribery and corruption and will seek annual
confirmation from the Investment Manager and other service providers it
engages that they have similar policies in place. Furthermore, the Board has
zero tolerance to the criminal facilitation of tax evasion. These policies
apply to the Company and to each of its Directors. Further, the policies are
shared with each of the Company's service providers, each of which confirms
its compliance annually to the Board.
Criminal Facilitation of Tax Evasion Policy
The Board has taken steps to ensure there is no criminal facilitation of tax
evasion. This applies to the Company and to each of its Directors, as well as
service providers. A policy has been adopted by the Board.
General Data Protection Regulation
The Company abides by general data protection regulation. As it is established
in the Bailiwick of Guernsey, under The Data Protection (Bailiwick of
Guernsey) Law, 2017, the Company has registered with the Office of the Data
Protection Authority.
The Company
Global Greenhouse Gas Emissions
The Company has no significant greenhouse gas emissions to report from its
operations for the year to 30 June 2023, nor does it have responsibility for
any other emission producing sources. The Company is very conscious of its own
carbon footprint in carrying out its business activities. The main source of
this for the Company is in the international and domestic air travel of the
Board of Directors and members of the Investment Manager in conducting the
business of the Company and meeting with Shareholders. During the year members
of the Board travelled to Madrid, Zurich and Ho Chi Minh City in conducting
the business of the Company whilst some meetings were held via video
conference. The estimated carbon footprint of travel activities (that have not
already been offset at source) amounts to approximately 56.1 tonnes of
CO(2)e(.)
The Company engaged a specialist consulting firm to estimate the carbon
footprint of the portfolio, and this is detailed in the Sustainability Report.
Gender Metrics
The Board of the Company recognises the governance mechanism to ensure there
is diversity amongst the Directors and as such a female was appointed to the
Board in May 2019. The Board is committed to treating all equally and
considers all aspects of diversity including gender and ethnic diversity. The
Remuneration and Nomination Committee will consider diversity when making
recommendations for appointments to the Board but with the principal aim that
any new appointment is filled by the most appropriate candidate based on a
range of skills, knowledge and experience appropriate for an investment trust.
Audit and Risk Committee Report
The main items that the Audit and Risk Committee (the "Committee") has
considered and reviewed during the year ended 30 June 2023 were:
● the content of the Interim Report and the Annual Report;
● the independence and effectiveness of the External Auditor;
● the internal control and risk management systems and the work of the
service providers; and
● the control framework with the assistance of the Investment Manager
and Administrator.
Internal Control
As a company with a Board consisting of Non-executive Directors and which
outsources the day-to-day activities of portfolio management, administration,
accounting and company secretarial to external service providers, the Board
considers the provision of an internal audit function is not relevant to the
position of the Company.
The Committee reviews the internal financial control systems for their
effectiveness and through the Management Engagement Committee, monitors the
performance of the external service providers. The Board recognises its
ultimate responsibility for the Company's system of internal controls to
ensure the maintenance of proper accounting records, the reliability of the
financial information upon which business decisions are made and that the
assets of the Company are safeguarded. Through these procedures, the Directors
have kept under review the effectiveness of the internal control system
throughout the year and up to the date of this report. There were no issues
arising from this review.
Membership and Attendance
The Committee membership currently consists of all Board members under the
Chairmanship of Philip Scales. This includes the Chairman of the Company
where, given the size of the Board, the experience of all members and the
independence of the Company Chairman, it is felt appropriate that all Board
members play a role in the Audit and Risk Committee. The Terms of Reference
allow appointments to the Committee for a period of up to 3 years and this may
be extended for two further 3-year periods provided that the Director remains
independent.
The Committee holds at least two meetings a year which are to review the
Annual and Half-Year Reports of the Company and also for audit planning
purposes and a review of risks relevant to the Company. Details of the number
of committee meetings held during the year ended 30 June 2023 and the number
of those attended by each committee member are shown on page 34.
The External Auditor is invited to attend committee meetings where the Annual
and Half-Year Reports are considered, and separate meetings are held with the
External Auditor where the Investment Manager is not present.
Principal Duties
During the year the Committee has:
● monitored the integrity of the financial statements of the Company
and any formal announcements relating to the Company's financial performance;
● reviewed the Company's internal financial controls and the internal
control and risk management systems of the Company and its third-party service
providers;
● made recommendations to the Board in relation to the appointment of
the External Auditor and their remuneration;
● reviewed and monitored the External Auditor's independence and
objectivity and the effectiveness of the audit process; and
● challenged the Investment Manager on the scenarios used to support
the going concern basis and the ongoing viability assessment.
A copy of the Terms of Reference of the Committee is available either from the
Company's website or from the Company's Administrator.
Valuation of Investments
The fair value of the Company's investments at 30 June 2023 was USD 113.2
million which represented 97.4% of the Company's NAV (30 June 2022: USD 120.9
million and 93.9% respectively). The valuation of investments is the most
significant factor in relation to the accuracy of the financial statements.
The Committee reviewed the portfolio valuation as at 30 June 2023 and obtained
confirmation from the Investment Manager that the Company's policies on the
valuation of investments had been followed. The Committee also made enquiries
of the Sub-Administrator and Custodian, both of whom are independent of the
Company, to check procedures are in place to ensure the portfolio is valued
correctly.
The Committee agreed to the approach to the audit of the valuation of
investments with the External Auditor prior to the commencement of the audit.
All the investments will be independently checked by the External Auditor. The
results of the audit in this area were reported by the External Auditor and
there were no significant disagreements between the Investment Manager, the
Sub-Administrator and the External Auditor's conclusions.
The Board reviews the changes in valuations at each quarterly Board meeting.
External Audit
KPMG Channel Islands Limited ("KPMG") has been the External Auditor since the
Company re-domiciled in Guernsey on 25 February 2019. The Committee held
meetings with KPMG before the start of the audit to discuss formal planning
and to discuss any possible issues along with the scope of the audit and
appropriate timetable. Informal meetings have also been held with the Chairman
of the Committee in order that the Chairman is kept up to date with the
progress of the audit and formal reporting required by the Committee.
Annually, the Committee reviews the performance of KPMG in order to recommend
to the Board whether or not the Auditors should be reappointed for the next
year.
Audit fees payable to KPMG for 2023 are GBP 62,200 (2022: GBP 56,000). Non
audit fees payable to KPMG for 2023 were GBP nil (2022: GBP nil).
The Committee has reviewed KPMG's report on their independence and
objectivity, including their structure for the audit of the Company and is
satisfied that the services provided by KPMG do not prejudice its
independence. The Committee will continue to review any non-audit services
that may be provided by KPMG in order to ensure their continuing independence
and integrity.
Risk Management
An outline of the risk management framework and principal risks is detailed on
pages 28 to 30. The Committee will keep under review financial and operational
risk including reviewing and obtaining assurances from key service providers
for the controls for which they are responsible.
Anti-Bribery and Corruption
The Company has a zero-tolerance approach to bribery and corruption, in line
with the UK Bribery Act 2010. An Anti-Bribery and Corruption Policy has been
adopted and is kept under review.
Annual Report
The Committee has reviewed the Annual Report along with reports and
explanations from the Company's Investment Manager, Administrator, and other
service providers. The Committee is satisfied that the Annual Report is fair,
balanced, and understandable and that it provides the necessary information
for Shareholders to assess the Company's performance, business model, and
strategy.
The Committee is satisfied that KPMG has fulfilled its responsibilities in
respect of the annual audit and has recommended that KPMG be re-appointed for
the forthcoming financial year.
Philip Scales
Audit and Risk Committee Chairman
13 October 2023
Directors' Remuneration Policy and Report
Remuneration Policy
The Directors are entitled to receive fees for their services which reflect
their experience and the time commitment required. At the Annual General
Meeting to be held in November 2023 an ordinary resolution seeking approval
for the Directors' remuneration report will be put to Shareholders.
Directors' Remuneration
Directors' fees are paid within limits established in the Articles of
Incorporation which shall not exceed an aggregate of USD 350,000 in any
financial year (or such sum as the Company shall from time to time determine).
The Directors may also be paid reasonable travelling, hotel and other
out-of-pocket expenses properly incurred in attending Board, committee
meetings or general meetings. The Remuneration Committee reviews the
Directors' fees periodically although the review will not necessarily result
in any increase. For the year ended 30 June 2023 annual Directors' fees
remained at USD 50,000 with the Chairman of the Company receiving an
additional USD 10,000 per annum or prorated as applicable and the Senior
Independent Director and the Chairman of the Audit and Risk Committee
receiving an additional USD 5,000 per annum or prorated as applicable.
The Directors are also paid a per diem fee of USD 1,500 for each Board meeting
attended and USD 750 for a committee meeting attended, either in person or by
telephone.
The Company has no bonus schemes, pension schemes, share options or other
long-term incentive schemes in place for the Directors.
The single total figure of remuneration for each Director who served during
the year ended 30 June 2023 and the previous year is as follows:
Year ended 30 June 2023 Year ended 30 June 2022
Additional Additional
Base Fees Ad hoc Fees Total Based Fees Ad hoc Fees Total
Director USD USD USD USD USD USD
Hiroshi Funaki (Chairman) 60,000 11,250 71,250 60,000 10,125 70,125
Sean Hurst (Senior Independent Director) 55,901 11,700 67,601 55,185 10,125 65,310
Philip Scales (Audit and Risk Committee Chairman) 55,000 6,750 61,750 55,000 9,000 64,000
Damien Pierron 50,000 11,832 61,832 50,000 9,424 59,424
Saiko Tajima 50,000 6,750 56,750 50,000 9,000 59,000
Total 270,901 48,282 319,183 270,185 47,674 317,859
Directors' Report
The Directors present the Annual Report and Financial Statements of the
Company for the year ended 30 June 2023.
The Company
VietNam Holding Limited (the "Company") is a closed-end investment company
that was incorporated in the Cayman Islands on 20 April 2006 as an exempted
company with limited liability under registration number 166182. On 25
February 2019, the Company, via a process of cross-border continuance,
transferred its legal domicile from the Cayman Islands to Guernsey and was
registered as a closed-ended company limited by shares incorporated in
Guernsey with registered number 66090.
The investment objective of the Company is to achieve long-term capital
appreciation by investing in a diversified portfolio of companies that have
high growth potential at an attractive valuation.
At the Extraordinary General Meeting held on 31 October 2018 the Shareholders
voted in favour of the continuance resolution, authorising the Company to
operate in its current form through to the 2023 Annual General Meeting when a
similar resolution will be put forward for Shareholders' approval.
Dynam Capital, Ltd has been appointed as the Company's Investment Manager and
is responsible for the day-to-day management of the Company's investment
portfolio in accordance with the Company's investment policies, objectives and
restrictions.
Results
The net loss for the year ended 30 June 2023 amounted to USD 8,622,089 (2022:
net loss USD 7,719,310). There were no dividends declared during the year
ended 30 June 2023 (2022: USD nil).
Going Concern
The financial position of the Company, its cash flows and liquidity position
are described in Financial Statements and the Notes to Financial Statements.
These also contain the Company's objectives, policies, processes for managing
its capital, its financial risks management objectives, details of its
financial instruments, and its exposures to credit risk and liquidity risk.
The Company's forecasts and projections have been stress tested taking into
account the potential for (i) asset value declines, (ii) declines in cash
dividends from equities held in the portfolio and (iii) share buybacks and
tender offers. The Directors note that the underlying liquidity of Vietnamese
stocks has improved over the last six months. The Director's also note that
the portfolio is composed of a higher percentage of larger and more liquid
stocks than in the prior year. Lastly, the Directors note that at year-end the
portfolio is comprised of cash and quoted stocks only. The Company's liquidity
position, taking into account cash held and with the ability to sell
underlying assets to meet share buybacks, tenders and to meet the operating
costs of the Company, shows that the Company is able to operate with
appropriate liquidity and be able to meet its liabilities as they fall due.
The Directors are required to propose a continuation Ordinary Resolution at
the Company's Annual General Meeting scheduled for November 2023. If the
Resolution is not passed then the Directors are required to convene an
Extraordinary General Meeting within six months of the 2023 Annual General
Meeting to propose a resolution either to wind up the Company or to implement
a reconstruction, amalgamation or other material alteration to the Company or
its activities or any other appropriate alternative based on current
circumstances as the Board thinks fit.
Currently, the Board does not know the number of shareholders who will vote to
approve the continuation of the Company for a further five years. Based on the
uncertainty of the continuation vote, there is therefore a material
uncertainty over the going concern of the Company.
The Directors have a reasonable expectation that, assuming the continuation
vote is passed, the Company will have adequate resources to continue its
operations for the foreseeable future. Thus, they continue to adopt the going
concern basis of accounting in preparing the financial statements.
Viability Statement
The Board has considered the viability period for the Company, using the
criteria set out in the UK Corporate Governance Code. The Board considered the
current position of the Company, and its longer-term prospects, strategies as
well as its principal risks in the current, medium and long-term, as detailed
in the Principal Risks and Risk Management on pages 28 to 30 and in the
Investment Manager's Report on pages 6 to 9. The strategy provides long term
direction and is reviewed annually and further tested in a series of robust
downside financial scenarios as part of the annual review. These scenarios
included an assessment of those risks that would threaten its strategic
objectives, its business-as-usual state, its business model and its future
performance, solvency, or liquidity. The sensitivity analysis was applied to
the forecasted cash flows. Based on this assessment, and subject to the
passing of the continuation
vote to be held later in the year, the Board has determined that a three-year
viability period to 30 June 2026 is an appropriate period and that the Company
will be able to continue in operation and meet its liabilities as they fall
due over the period of three years. The Board also travelled to Vietnam in
March 2023, meeting with the research team of the Investment Manager,
portfolio companies and market commentators.
In arriving at this conclusion, the Board considered.
- The volatility of global economic conditions, the war in Ukraine and inflation:
The Board considered the impact and effectiveness of mitigation strategies
being mandated by governments in impacted countries; the adverse financial
impact already being experienced by the Company: the disruption to economic
activity and financial pressures and impact on investments in the Company's
portfolio. The Board also engaged with the Investment Manager on the
longer-term impact of climate change, and other societal change factors, to
the portfolio. Additionally, the Board took into consideration the impact on
the capital markets in Vietnam; the existence and effectiveness of business
continuity plans of the Company and its service providers that had been
implemented during the COVID-19 pandemic. The Board reviewed macro-reports and
updates from the Investment Manager detailing the impacts of rising inflation
and rising interest rates in the US and Europe on Vietnam, risks of global
recession and also the direct impacts of the continuing war in Ukraine.
- Business environment:
Despite the visible signs of post-Covid recovery which the Board were able to
see first-hand on their visit to Vietnam in March 2023, evidenced in part by
greater travel freedoms and broader economic recovery, the domestic
real-estate market, bond market and consumer market have faced some
challenges. The Company's strategy for investing in a portfolio of equities in
Vietnam and targeting growth in the value of the portfolio over the medium
term is unchanged and this coupled with a nimble approach to portfolio
construction has helped the Company navigate the uncertain market conditions.
The combination of potential structural opportunities that may benefit Vietnam
as a destination for manufacturing, and the opportunities within the growing
domestic market provide attractive investment opportunities. The direct impact
of the war in Ukraine on Vietnam appears to be manageable, with less than 1%
of trade to Russia and Ukraine. The levels of inflation in Vietnam are less
pronounced than those in Europe and the US, and the macro-economic position
appears to be stronger than in many other frontier and emerging economies.
- Operations:
2022 was thankfully free from the significant operational changes caused by
the COVID-19 pandemic. The restrictions in place during the pandemic tested
the Business Continuity protocols of the Investment Manager and the other
service providers. The smooth operation of the Company through the various
restrictions and lockdowns brought about by Covid have reassured the Board
that these protocols are effective and can, if necessary, operate effectively
without the need for physical meetings or an office presence. The Board,
Investment Manager, Administrator, and other service providers have all
demonstrated that they can work effectively and efficiently, and if needed
remotely.
- Investment:
· The liquidity of the Company's underlying portfolio is relatively
high: although average daily trading volumes on Vietnam's stock markets
declined during the first half of the year, the volumes recovered in the
second half. All investments are in listed companies which have relatively
high liquidity. At year end there were no unquoted investments, and all
securities are 'Level 1'. It is estimated that the portfolio can be readily
liquidated in less than ten trading days and 99% of the portfolio in less than
30 days. The portfolio is un-geared and, as it holds all listed securities,
has sufficient liquidity to meet the Company's liabilities.
· The current portfolio is low to medium risk based on assessments
both individually and in combination of liquidity risk, credit risk, interest
rate risk and currency risk. The Investment Manager and the Board review and
evaluate the portfolio on a monthly basis.
- Principal risks:
The Board's review considered the Company's cash flows and income flows, with
reference to operational, business, market, currency, liquidity, interest rate
and credit risk associated in financial instruments set out in Note 3
(Financial Instruments and Associated Risks) and Note 4 (Operating Segments)
of the financial statements on pages 60 to 63 .The statistical modelling is
used to quantify these risks, which ensures that the Company holds sufficient
financial assets and capital to mitigate the impact of these risks.
- Incomes and expenses:
· The Company has a portfolio that generates investment income
through dividends payments. The cash dividends received can be used to
partially offset the Company's on-going expenses. In the year under review,
total on-going expenses were covered 0.49 times by investment income. In the
following year, the current investment income is forecast to cover 0.47 times
the amount of on-going expenses. In the stress-tested scenario with
significant declines in cash dividends forecasted, the investment income is
forecast to cover 0.59 times on-going expenses.
· The Company maintains a cash buffer of approximately 1.0% of NAV
to help meet on-going expenses.
Given the adequate levels of cover set out above, the cash buffer, the
liquidity levels and the overall portfolio risk, the Board has reasonable
expectations that the Company can continue in operation and meet its
liabilities over the forecast period.
The Company's viability depends on the global economy and markets continuing
to function. The Board has also considered the possibility of a wide-ranging
collapse in corporate earnings and/or the market value of listed securities.
To the latter point, it should be borne in mind that a significant proportion
of the Company's expenses are in investment management fees linked to the
level of net assets of the Company, which are therefore variable in nature and
would naturally reduce if the market value of the Company's assets were to
fall.
In order to maintain viability, the Company has robust risk controls as set
out in the Directors' Report and the risk management and control framework
have the objectives of monitoring and reducing the likelihood and impact of
operational risks including poor judgement in decision-making, risk-taking
that exceeds the levels agreed by the Board, human error, or control processes
being deliberately ignored.
In this context, the Board considers that the prospects for economic activity
will remain such that the investment objective, policy and strategy of the
Company will be viable for the foreseeable future and through a period of at
least three years from 30 June 2023, assuming the continuation vote to be
tabled to shareholders is passed.
Key Performance Indicators ("KPIS")
To ensure the Company meets its objectives the Board evaluates the performance
of the Investment Manager at least at each quarterly Board meeting and takes
into the following performance indicators:
● NAV - reviews the performance of the portfolio
● Discount to NAV - and reviews the average discount for the Company's
share price against its peer group.
Share Capital and Share Buy-Backs
An active discount control mechanism to address the imbalance between the
supply of and demand for ordinary shares using share buy backs is employed by
the Broker and monitored by the Board. At the Annual General Meeting ("AGM")
of the Company held on 1 November 2022, the Company was granted the general
authority to purchase in the market up to 14.99% of the ordinary shares in
issue. This authority will expire at the AGM to be held in November 2023.
In the year ended 30 June 2023 1,500,563 ordinary shares had been bought back
and cancelled under the Company's share buyback programme. Since the last AGM
and up to 12 October 2023, being the latest practicable date prior to
publication of the report, the Company bought back and cancelled 1,364,849
ordinary shares.
Share Buy-Backs to the Year-Ended 30 June 2023
30 June 2023 30 June 2022
Number of Number of
Shares USD'000 Shares USD'000
Opening balance at 1 July 29,225,667 935 42,623,935 60,474
Share issued during the year - - - -
Shares repurchased during the year (1,500,563) (4,941) (661,084) (2,655)
Tender Offer - - (12,737,184) (56,884)
Closing balance at 30 June 27,725,104 (4,006) 29,225,667 935
Substantial Share Interests
The following shareholders owned 5% or more of the shares in issue of the
Company, as stated on the share register as at 30 June 2023.
Number of Percentage of total
Shareholder ordinary shares shares in issue
Lynchwood Nominees Limited 5,867,737 21.16
Citibank Nominees (Ireland) Designated Activity Company 5,319,732 19.19
Vidacos Nominees Limited 2,550,070 9.20
The Bank of New York (Nominees) Limited 2,225,658 8.03
Chase Nominees Limited 1,660,120 5.99
Hargreaves Lansdown (Nominees) Limited 1,589,250 5.73
Euroclear Nominees Limited 1,531,105 5.52
Notification of Shareholdings
In the year to 30 June 2023 the Company received notifications in accordance
with Chapter 5 of the DTR (which covers the acquisition and disposal of major
shareholdings and voting rights), of the following changes to voting rights by
shareholders of the Company. It should be noted that for non-UK issuers, the
thresholds prescribed under DTR 5.1.2 for notification of holdings commence at
5% of total voting rights, however notifications received below 5% have been
received and are included in this reporting.
Shareholder Number of Percentage of total Announcement date
voting rights voting rights as at
announcement date
Discover Investment Company 1,415,776 5.0 24 May 2023
Since 30 June 2023 the Company has not received any DTR 5.1.2 notifications of
holdings.
Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report and Financial
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law they are required to prepare the financial
statements in accordance with International Financial Reporting Standards as
adopted by the EU and applicable law. Under company law the Directors must not
approve the financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Company and of its profit or
loss for that period.
In preparing these financial statements, the Directors are required to:
● select suitable accounting policies and then apply them
consistently;
● make judgements and estimates that are reasonable, relevant and
reliable;
● state whether applicable accounting standards have been followed,
subject to any material departures disclosed and explained in the financial
statements;
● assess the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
● use the going concern basis of accounting unless they either intend
to liquidate the Company or to cease operations or have no realistic
alternative but to do so.
The Directors are responsible for keeping proper accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Companies
(Guernsey) Law, 2008. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error, and have
general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in Guernsey governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
The Directors who hold office at the date of approval of this Director's
Report confirm that so far as they are aware, there is no relevant audit
information of which the Company's auditor is unaware, and that each Director
has taken all the steps he ought to have taken as a Director to make
themselves aware of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Compliance with Disclosure and Transparency Directive
We confirm that to the best of our knowledge:
● the financial statements, prepared in accordance with the
International Financial Reporting Standards as adopted by the EU ("IFRS"),
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company; and
● the Directors' Report includes a fair review of the development and
performance of the business and the position of the issuer, together with a
description of the principal risks and uncertainties that they face.
We consider the Annual Report and Financial Statements taken as a whole, is
fair, balanced and understandable and provides the information necessary for
shareholders to assess the Company's position and performance, business model
and strategy.
For and on behalf of the Board
Hiroshi Funaki
Chairman
13 October 2023
Independent Auditor's Report to the Members of VietNam Holding Limited
Our opinion is unmodified
We have audited the financial statements of VietNam Holding Limited (the "Company"), which comprise the statement of financial position as at 30 June 2023, the statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.
In our opinion, the accompanying financial statements:
· give a true and fair view of the financial position of the
Company as at 30 June 2023, and of the Company's financial performance and
cash flows for the year then ended;
· are prepared in accordance with International Financial
Reporting Standards as adopted by the EU ("IFRS"); and
· comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to public interest entities. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Material uncertainty relating to going concern
The risk Our response
Going Concern: Disclosure Quality: Our audit procedures included but were not limited to:
Refer to page 41 of the Director's Report. The financial statements explain how the directors have formed a judgement We obtained and inspected the directors' approved written assessment of going
that it is appropriate to adopt the going concern basis of preparation for the concern on the Company and corroborated the assessment with our knowledge of
We draw attention to note 2(b) of the financial statements which indicates Company. the business. We considered the risk that the outcome of the Resolution could
that in accordance with the Articles of Incorporation, the Directors are
affect the Company for the going concern period by considering outcomes of
required to propose an Ordinary Resolution ("Resolution") at the Company's That judgment is based on an evaluation of the inherent risks to the Company's previous continuation Resolutions, inspecting minutes of meetings held by the
Annual General Meeting scheduled for the year 2023. If such resolution is not business model and how those risks, in particular, the Resolution, might directors, inquiring with management as to their assessment of the likelihood
passed the Board shall, at that annual general meeting or at an extraordinary affect the Company's financial resources or ability to continue operations of shareholder support for the Resolution, and considering key financial
general meeting held within six months of that annual general meeting, propose over a period of at least a year from the date of approval of the financial metrics including the discount of the Company's share price against its net
a resolution either to wind up the Company or to implement a reconstruction, statements (the "Going Concern Period"). The risk for our audit is whether or asset value.
amalgamation or other material alteration to the Company or its activities or not those risks are such that they amounted to a material uncertainty that may
any other appropriate alternative based on current circumstances as the Board cast significant doubt on the ability of the Company to continue as a going Assessing disclosures:
thinks fit. concern. If so, that fact is required to be disclosed (as has been done) and,
along with a description of the circumstances, is a key financial statement We considered whether the going concern disclosure in note 2(b) to the
This condition constitutes a material uncertainty that may cast significant disclosure. financial statements gives a full and accurate description of the directors'
doubt on the Company's ability to continue as a going concern.
assessment of going concern, including the identified risks and dependencies.
Our opinion is not modified in respect of this matter.
Key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were
of most significance in the audit of the financial statements and include the
most significant assessed risks of material misstatement (whether or not due
to fraud) identified by us, including those which had the greatest effect on:
the overall audit strategy; the allocation of resources in the audit; and
directing the efforts of the engagement team. Going concern is a significant
key audit matter and is described in the 'Material uncertainty relating to
going concern' section of our report. 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. In arriving at our audit opinion above, the other key audit matter
was as follows (unchanged from 2022):
The risk Our response
Valuation of Investments in securities at fair value Basis: Our audit procedures included:
$113,225,102; (2022: $120,957,996) The Company's investment portfolio consists of listed equity securities Internal Controls:
trading on the Vietnamese stock exchange (the "Investments"). These
Investments, carried at a fair value, are valued by the Company based on We evaluated the design and implementation of the key control over the
quoted prices in an active market for that instrument. valuation of Investments.
Refer to page 39 of the Audit and Risk Committee Report, note 2d accounting
policies and note 12 disclosures. Risk: Use of KPMG Specialists:
The valuation of investments, due to their magnitude in the context of the We engaged our own valuation specialist to independently price 100% of
financial statement as a whole, is considered to be the area which has the Investments to third party pricing sources.
greatest effect on our overall audit strategy and allocation of resources in
planning and completing our audit. Assessing disclosures:
We considered the Company's disclosures (see notes 2b and 2d) in relation to
the use of estimates and judgements regarding the valuation of investments and
the Company's investment valuation policies and fair value disclosures in note
12 "Fair Value Information" for compliance with IFRS.
Our application of materiality and an overview of the scope of our audit
Materiality for the financial statements as a whole was set at $2,160,000,
determined with reference to a benchmark of net assets of $115,259,277 of
which it represents approximately 2.0% (2022: 2.0%).
In line with our audit methodology, our procedures on individual account
balances and disclosures were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material
amount across the financial statements as a whole. Performance materiality for
the Company was set at 75% (2022: 75%) of materiality for the financial
statements as a whole, which equates to $1,620,000. We applied this percentage
in our determination of performance materiality because we did not identify
any factors indicating an elevated level of risk.
We reported to the Audit Committee any corrected or uncorrected identified
misstatements exceeding $108,000, in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Our audit of the Company was undertaken to the materiality level specified
above, which has informed our identification of significant risks of material
misstatement and the associated audit procedures performed in those areas as
detailed above.
Going concern
The directors have prepared the financial statements on the going concern
basis as they do not intend to liquidate the Company or to cease its
operations, and as they have concluded that the Company's financial position
means that this is realistic. They have also concluded that there are material
uncertainties that could cast significant doubt over its ability to continue
as a going concern for at least a year from the date of approval of the
financial statements.
An explanation of how we evaluated management's assessment of going concern is
set out in the 'Material uncertainty relating to going concern' section of our
report.
Our conclusions based on this work:
· we consider that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is appropriate;
· we have nothing material to add or draw attention to in relation to
the directors' statement in Note 2(b) to the financial statements on the use
of the going concern basis of accounting, and their identification therein of
a material uncertainty over the Company's ability to continue to use that
basis for the going concern period.
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud ("fraud risks") we
assessed events or conditions that could indicate an incentive or pressure to
commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
· enquiring of management as to the Company's policies and
procedures to prevent and detect fraud as well as enquiring whether management
have knowledge of any actual, suspected or alleged fraud;
· reading minutes of meetings of those charged with governance; and
· using analytical procedures to identify any unusual or unexpected
relationships.
As required by auditing standards, we perform procedures to address the risk
of management override of controls, in particular the risk that management may
be in a position to make inappropriate accounting entries. On this audit we do
not believe there is a fraud risk related to revenue recognition because the
Company's revenue streams are simple in nature with respect to accounting
policy choice, and are easily verifiable to external data sources or
agreements with little or no requirement for estimation from management. We
did not identify any additional fraud risks.
We performed procedures including
· Identifying journal entries and other adjustments to test based
on risk criteria and comparing any identified entries to supporting
documentation; and
· incorporating an element of unpredictability in our audit
procedures.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected
to have a material effect on the financial statements from our sector
experience and through discussion with management (as required by auditing
standards), and from inspection of the Company's regulatory and legal
correspondence, if any, and discussed with management the policies and
procedures regarding compliance with laws and regulations. As the Company is
regulated, our assessment of risks involved gaining an understanding of the
control environment including the entity's procedures for complying with
regulatory requirements.
The Company is subject to laws and regulations that directly affect the
financial statements including financial reporting legislation and taxation
legislation and we assessed the extent of compliance with these laws and
regulations as part of our procedures on the related financial statement
items.
The Company is subject to other laws and regulations where the consequences of
non-compliance could have a material effect on amounts or disclosures in the
financial statements, for instance through the imposition of fines or
litigation or impacts on the Company's ability to operate. We identified
financial services regulation as being the area most likely to have such an
effect, recognising the regulated nature of the Company's activities and its
legal form. Auditing standards limit the required audit procedures to identify
non-compliance with these laws and regulations to enquiry of management and
inspection of regulatory and legal correspondence, if any. Therefore, if a
breach of operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk
that we may not have detected some material misstatements in the financial
statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed
non-compliance with laws and regulations is from the events and transactions
reflected in the financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection
of fraud, as this may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal controls. Our audit procedures
are designed to detect material misstatement. We are not responsible for
preventing non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report 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 an audit opinion or 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.
Disclosures of emerging and principal risks and longer term viability
We are required to perform procedures to identify whether there is a material
inconsistency between the directors' disclosures in respect of emerging and
principal risks and the viability statement, and the financial statements
and our audit knowledge. we have nothing material to add or draw attention to
in relation to:
· the directors' confirmation within the Viability Statement (page
41 - 43) that they have carried out a robust assessment of the emerging and
principal risks facing the Company, including those that would threaten its
business model, future performance, solvency or liquidity;
· the emerging and principal risks disclosures describing these
risks and explaining how they are being managed or mitigated;
· the directors' explanation in the Viability Statement (page 41 -
43) as to how they have assessed the prospects of the Company, over what
period they have done so and why they consider that period to be appropriate,
and their statement as to whether they have a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as they
fall due over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the Viability Statement, set out on page 41 -
43 under the Listing Rules. Based on the above procedures, we have concluded
that the above disclosures are materially consistent with the financial
statements and our audit knowledge.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material
inconsistency between the directors' corporate governance disclosures and the
financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is
materially consistent with the financial statements and our audit
knowledge:
· the directors' statement that they consider that the annual
report and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for shareholders to
assess the Company's position and performance, business model and strategy;
· the section of the annual report describing the work of the Audit
Committee, including the significant issues that the audit committee
considered in relation to the financial statements, and how these issues were
addressed; and
· the section of the annual report that describes the review of the
effectiveness of the Company's risk management and internal control systems.
We are required to review the part of Corporate Governance Statement relating
to the Company's compliance with the provisions of the UK Corporate Governance
Code specified by the Listing Rules for our review. We have nothing to report
in this respect.
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the
Companies (Guernsey) Law, 2008 requires us to report to you if, in our
opinion:
· the Company has not kept proper accounting records; or
· the financial statements are not in agreement with the
accounting records; or
· we have not received all the information and explanations, which
to the best of our knowledge and belief are necessary for the purpose of our
audit.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 45, the directors
are responsible for: the preparation of the financial statements including
being satisfied that they give a true and fair view; such internal control as
they determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error;
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 they either intend to liquidate the Company or to
cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
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 our opinion in an auditor's report. Reasonable
assurance is a high level of assurance but does not guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC's website
at www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) .
The purpose of this report and restrictions on its use by persons other than the Company's members as a body
This report is made solely to the Company's members, as a body, in accordance
with section 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.
Andrew J. Salisbury
For and on behalf of KPMG Channel Islands Limited
Chartered Accountants and Recognised Auditors
Guernsey
14 October 2023
Statement of Financial Position
As at 30 June 2023
2023 2022
Notes USD USD
Assets
Non-current assets
Investments at fair value through profit or loss 3 113,225,102 120,957,996
Total non-current assets 113,225,102 120,957,996
Current assets
Cash and cash equivalents 1,750,069 8,160,681
Accrued dividends and interest 877,375 58,772
Receivables on sale of investments 338,591 -
Total current assets 2,966,035 8,219,453
Total assets 116,191,137 129,177,449
Equity
Share capital 5 166,645,041 166,645,041
Reserve for own shares 5 (170,650,584) (165,709,783)
Retained earnings 119,264,820 127,886,909
Total equity 115,259,277 128,822,167
Liabilities
Payables on purchase of investments 343,745 -
Payables on repurchase of shares 246,469 -
Accrued expenses 341,646 355,282
Total liabilities 931,860 355,282
Total equity and liabilities 116,191,137 129,177,449
The financial statements on pages 51 to 67 were approved by the Board of
Directors on 13 October 2023 and were signed on its behalf by
Hiroshi Funaki
Philip
Scales
Chairman of the Board of Directors
Chairman of the Audit
and Risk Committee
The accompanying notes on pages 55 to 67 form an integral part of these
financial statements.
Statement of Comprehensive Income
For the year ended 30 June 2023
2023 2022
Notes USD USD
Dividend income from equity securities at fair value through profit or loss 1,684,306 1,811,555
Net loss from investments at fair value through profit or loss 7 (6,494,742) (5,211,105)
Net foreign exchange loss (369,559) (67,666)
Total operating loss (5,179,995) (3,467,216)
Investment management fees 8 1,936,485 2,737,804
Advisory fees 22,846 15,715
Directors' fees and expenses 8 417,177 385,292
Custodian fees 9 101,674 152,863
Administrative and accounting fees 10 201,614 216,939
Audit fees 75,153 71,428
Other expenses 687,145 672,053
Total operating expenses 3,442,094 4,252,094
Loss for the year (8,622,089) (7,719,310)
Other comprehensive income - -
Total comprehensive loss for the year (8,622,089) (7,719,310)
Basic and diluted loss per share 14 (0.30) (0.24)
The accompanying notes on pages 55 to 67 form an integral part of these
financial statements.
Statement of Changes in Equity
For the year ended 30 June 2023
Reserve for Retained
Share capital own shares earnings Total
USD USD USD USD
Balance at 1 July 2021 166,645,041 (106,170,790) 135,606,219 196,080,470
Total comprehensive loss for the year
Change in net assets attributable to shareholders - - (7,719,310) (7,719,310)
Total comprehensive loss for the year - - (7,719,310) (7,719,310)
Transactions in shares
Repurchase of own shares - (59,538,993) - (59,538,993)
Total transactions in shares - (59,538,993) - (59,538,993)
Balance at 30 June 2022 166,645,041 (165,709,783) 127,886,909 128,822,167
Balance at 1 July 2022 166,645,041 (165,709,783) 127,886,909 128,822,167
Total comprehensive loss for the year
Change in net assets attributable to shareholders - - (8,622,089) (8,622,089)
Total comprehensive loss for the year - - (8,622,089) (8,622,089)
Transactions in shares
Repurchase of own shares - (4,940,801) - (4,940,801)
Total transactions in shares - (4,940,801) - (4,940,801)
Balance at 30 June 2023 166,645,041 (170,650,584) 119,264,820 115,259,277
The accompanying notes on pages 55 to 67 form an integral part of these
financial statements.
Statement of Cash Flows
For the year ended 30 June 2023
2023 2022
Notes USD USD
Cash flows from operating activities
Total comprehensive loss for the year (8,622,089) (7,719,310)
Adjustments to reconcile total comprehensive loss to net cash from operating
activities:
Dividend income (1,684,306) (1,811,555)
Net loss from investments at fair value through profit or loss 7 6,494,742 5,211,105
Net foreign exchange loss 369,559 67,666
Purchase of investments (50,826,239) (82,229,529)
Proceeds from sale of investments 52,069,545 146,502,030
Changes in working capital
Decrease in accrued expenses (13,636) (76,630)
Decrease in prepayments - 9,290
Dividends received 849,559 1,690,983
Interest received 16,144 91,953
Net cash (used in)/from operating activities (1,346,721) 61,736,003
Cash flows used in financing activities
Repurchase of own shares (4,694,332) (59,538,993)
Net cash used in financing activities (4,694,332) (59,538,993)
Net (decrease)/increase in cash and cash equivalents (6,041,053) 2,197,010
Cash and cash equivalents at beginning of the year 8,160,681 6,031,337
Effect of exchange rate fluctuations on cash held (369,559) (67,666)
Cash and cash equivalents at end of the year 1,750,069 8,160,681
The accompanying notes on pages 55 to 67 form an integral part of these
financial statements.
Notes to the Financial Statements
For the year ended 30 June 2023
1 The Company
VietNam Holding Limited (the "Company") is a closed-end investment company
that was incorporated in the Cayman Islands on 20 April 2006 as an exempted
company with limited liability under registration number 166182. On 25
February 2019, the Company, via a process of cross-border continuance,
transferred its legal domicile from the Cayman Islands to Guernsey and was
registered as a closed-ended company limited by shares incorporated in
Guernsey with registered number 66090.
On 8 March 2019 the Company's ordinary shares were cancelled from trading on
AIM and admitted to the Premium segment of the official list of the UK Listing
Authority ("Official List") and trading on the main market of the London Stock
Exchange ("Main Market"). On the same date the Company's shares were admitted
to listing and trading on the Official List of The International Stock
Exchange ("TISE").
The investment objective of the Company is to achieve long-term capital
appreciation by investing in a diversified portfolio of companies that have
high growth potential at an attractive valuation.
At the Extraordinary General Meeting held on 31 October 2018 the Shareholders
voted in favour of the continuance resolution, authorising the Company to
operate in its current form through to the 2023 Annual General Meeting when a
similar resolution will be put forward for Shareholders' approval.
Dynam Capital, Ltd has been appointed as the Company's Investment Manager and
is responsible for the day-to-day management of the Company's investment
portfolio in accordance with the Company's investment policies, objectives and
restrictions.
Sanne Group (Guernsey) Limited is the Company's administrator.
Standard Chartered Bank (Singapore) Limited and Standard Chartered Bank
(Vietnam) Limited are the custodian and the sub-custodian respectively.
Standard Chartered Bank (Singapore) Limited is also the sub-administrator.
The registered office of the Company is 1 Royal Plaza, Royal Avenue, St Peter
Port, Guernsey, GY1 2HL.
2 Significant Accounting Policies
(a) Statement of compliance
These financial statements, which give a true and fair view, have been
prepared in accordance with the International Financial Reporting Standards
("IFRSs") as adopted by the European Union and comply with the Companies
(Guernsey) Law, 2008.
(b) Basis of preparation
The financial statements are presented in United States dollars ("USD"), which
is the Company's functional currency. The financial statements have been
prepared on a going concern basis, applying the historical cost convention,
except for the measurement of investments at fair value through profit or
loss.
Going concern
The Directors have reasonable expectations and are satisfied that the Company
has adequate resources to continue its operations and meet its commitments for
the foreseeable future and they continue to adopt the going concern basis for
the preparation of the financial statements. In making this statement, the
Directors confirm the Company's forecasts and projections have been stress
tested taking into account the potential for (i) asset value declines, (ii)
declines in cash dividends from equities held in the portfolio and (iii) share
buybacks and tender offers. The Directors note that the underlying liquidity
of Vietnamese stocks has improved over the last six months. The Director's
also note that the portfolio is composed of a higher percentage of larger and
more liquid stocks than in the prior year. Lastly, the Directors note that at
year-end the portfolio is comprised of cash and quoted stocks only. The
Company's liquidity position, taking into account cash held and with the
ability to sell underlying assets to meet share buybacks, tenders and to meet
the operating costs of the Company, shows that the Company is able to operate
with appropriate liquidity and be able to meet its liabilities as they fall
due. The Directors are required to propose a continuation Ordinary
Resolution at the Company's Annual General Meeting scheduled for November
2023. If the Resolution is not passed then the Directors are required to
convene an Extraordinary General Meeting within six months of the 2023 Annual
General Meeting to propose a resolution either to wind up the Company or to
implement a reconstruction, amalgamation or other material alteration to the
Company or its activities or any other appropriate alternative based on
current circumstances as the Board thinks fit. Currently, the Board does not
know the number of shareholders who will vote to approve the continuation of
the Company for a further five years. Based on the uncertainty of the
continuation vote, there is therefore a material uncertainty over the going
concern of the Company.
The Directors have a reasonable expectation that, assuming the continuity vote
is passed, the Company will have adequate resources to continue its operations
for the foreseeable future. Thus, they continue to adopt the going concern
basis of accounting in preparing the financial statements.
Critical accounting estimates and judgements
The preparation of financial statements in accordance with IFRS as adopted by
the European Union requires management to make judgements, estimates and
assumptions that affect the application of policies and the reported amounts
of assets and liabilities, income and expenses. The estimates and associated
assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances, the results of which
form the basis of making judgements about carrying values of assets and
liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates.
The estimated and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimates are revised if the revision affects only that period or in the
period of the revision and future periods if the revision affects both current
and future periods.
The estimates and assumptions that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year are discussed below.
Functional currency
The Company's shares were issued in USD and the listing of the shares on the
Main Market and TISE is in USD. The performance of the Company is measured and
reported to the investors in USD, although the primary activity of the Company
is to invest in the Vietnamese market. The Board considers the USD as the
currency that most faithfully represents the economic effects of the
underlying transactions, events and conditions.
Fair value of financial instruments
The fair value of financial instruments that are not traded in an active
market is determined by using valuation techniques. The Company uses its
judgement to select a variety of methods and make assumptions that are mainly
based on market conditions existing at each reporting date.
(c) Foreign currency translation
Transactions in foreign currencies other than the functional currency are
translated at the applicable rates on the dates of the transactions. Monetary
assets and liabilities denominated in foreign currencies are re-translated to
USD at the applicable rates on the year-end date. Foreign currency exchange
differences arising on translation and realised gains and losses on disposals
or settlements of monetary assets and liabilities are included in the
Statement of Comprehensive Income. Foreign currency exchange differences
relating to investments at fair value through profit or loss are included in
the realised and unrealised gains and losses on those investments within "Net
gain/(loss) from investments at fair value through profit or loss" on the
Statement of Comprehensive Income. All other foreign currency exchange
differences relating to other monetary items, including cash and cash
equivalents, are included in net foreign exchange gains and losses in the
Statement of Comprehensive Income.
(d) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of
one entity and a financial liability or equity instrument of another entity.
(i) Classification
In accordance with IFRS 9, the Company classifies its financial assets and
financial liabilities at initial recognition into the categories of financial
assets and financial liabilities discussed below.
Financial assets
The Company classifies its financial assets as subsequently measured at
amortised cost or measured at fair value through profit or loss on the basis
of both:
● The entity's business model for managing the financial assets
● The contractual cash flow characteristics of the financial assets
Financial assets measured at amortised cost
A financial asset is measured at amortised cost if it is held within a
business model whose objective is to hold financial assets in order to collect
contractual cash flows and its contractual terms give rise on specified dates
to cash flows that are solely payments of principal and interest on the
principal amount outstanding. The Company includes in this category accrued
income, cash and cash equivalents and receivables on sale of investments.
Financial assets measured at fair value through profit or loss ("FVTPL")
A financial asset is measured at fair value through profit or loss if:
a) Its contractual terms do not give rise to cash flows on specified
dates that are solely payments of principal and interest (SPPI) on the
principal amount outstanding; or
b) It is not held within a business model whose objective is either to
collect contractual cash flows, or to both collect contractual cash flows and
sell; or
c) At initial recognition, it is irrevocably designated as measured at
FVTPL when doing so eliminates or significantly reduces a measurement or
recognition inconsistency that would otherwise arise from measuring assets or
liabilities or recognising the gains and losses on them on different bases.
The Company measures all its investments at FVTPL.
(ii) Recognition and initial measurement
Financial assets and liabilities at fair value through profit or loss are
recognised initially on the trade date, which is the date that the Company
becomes a party to the contractual provisions of the instrument. Other
financial assets and liabilities are recognised on the date they are
originated.
Financial assets and financial liabilities at fair value through profit or
loss are recognised initially at fair value, with transaction costs recognised
in the Statement of Comprehensive Income. Financial assets or financial
liabilities not at fair value through profit or loss are recognised initially
at fair value plus transaction costs that are directly attributable to their
acquisition or issue.
(iii) Subsequent measurement
After initial measurement, the Company measures financial instruments which
are classified as FVTPL at fair value. Subsequent changes in the fair value of
those financial instruments are recorded in net gain or loss on financial
assets and liabilities at FVTPL in the Statement of Comprehensive Income.
Interest and dividends earned or paid on these instruments are recorded
separately in interest income or expense and dividend income in the Statement
of Comprehensive Income.
(iv) Derecognition
A financial asset is derecognised when the Company no longer has control over
the contractual rights that comprise that asset. This occurs when the rights
are realised, expire or are surrendered.
Financial assets that are sold are derecognised, and the corresponding
receivables from the buyer for the payment are recognised on the trade date,
being the date the Company commits to sell the assets.
A financial liability is derecognised when the obligation specified in the
contract is discharged, cancelled or expired.
(v) Fair value measurement
'Fair value' is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date in the principal or, in its absence, the most
advantageous market to which the Company has access at that date. The fair
value of a liability reflects its non-performance risk.
When available, the Company measures the fair value of an instrument using the
quoted price in an active market for that instrument. A market is regarded as
'active' if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an ongoing basis. The
Company measures instruments quoted in an active market at the last traded
price.
If there is no quoted price in an active market, then the Company uses
valuation techniques that maximise the use of relevant observable inputs and
minimise the use of unobservable inputs. The chosen valuation technique
incorporates all of the factors that market participants would consider in
pricing a transaction.
The Company recognises transfers between levels of the fair value hierarchy as
at the end of the reporting period during which the change has occurred.
Any increases or decreases in fair value are recognised in the Statement of
Comprehensive Income as an unrealised gain or loss from investments at FVTPL.
(vi) Impairment of financial assets
At each reporting date, the Company measures the loss allowance on financial
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 accounts receivables, 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 exposure at the default. The assessment of the probability of
default and loss given default is based on historical data adjusted by
forward-looking information.
(vii) Cash and cash equivalents
Cash comprises current deposits with banks. Cash equivalents are short-term
highly liquid investments that are readily convertible to known amounts of
cash, are subject to an insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments rather than for
investment or other purposes.
(e) Offsetting
Financial assets and liabilities are offset, and the net amount is reported in
the Statement of Financial Position when, and only when, the Company has a
legally enforceable right to set off the recognised amounts and the
transactions are intended to be settled on a net basis or simultaneously, e.g.
through a market clearing mechanism.
(f) Share capital
Ordinary shares
Ordinary shares are classified as equity. Incremental costs directly
attributable to the issue of ordinary shares are recognised as a deduction
from equity, net of any tax effects.
Repurchase, disposal and reissue of share capital (treasury shares)
Where the Company purchases its own share capital, the consideration paid,
which includes any directly attributable costs, is recognised as a deduction
from equity shareholders' funds through the Company's reserves for own shares.
The reserves for own shares represents share capital which can be reissued in
the future or subsequently cancelled. When such shares are subsequently sold
or re-issued to the market any consideration received, net of any directly
attributable incremental transaction costs, is recognised as an increase in
equity shareholders' funds through the reserve of own shares account. The
Directors have cancelled all the shares repurchased during the current and the
previous year.
(g) Tax
Tax expense comprises current tax. Current tax is recognised in the Statement
of Comprehensive Income except to the extent that it relates to items
recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or
loss for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of previous
years.
The Company is a tax resident in Guernsey and is subject to the standard rate
of 0% on taxable income.
The Company is liable to Vietnamese transactional tax of 0.1% (2022: 0.1%) on
the sales proceeds of the onshore sale of equity investments. The related
taxes on onshore sales proceeds are accounted for at net amount in the
Statement of Comprehensive Income.
(h) Interest income and expense
Interest income and expense is recognised in the Statement of Comprehensive
Income using the effective rate method. The effective interest rate method is
a method of calculating the amortised cost of a financial asset or financial
liability and of allocating the interest income or interest expense over the
relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments or receipts throughout the expected
life of the financial instrument - or, when appropriate, a shorter period - to
the net carrying amount of the financial asset or financial liability.
When calculating the effective interest rate, the Directors estimate cash
flows considering all contractual terms of the financial instrument but do not
consider future credit losses. The calculation includes all fees and points
paid or received between parties to the contract that are an integral part of
the effective interest rate, transaction costs and all other premiums or
discounts.
(i) Dividend income
Dividend income is recognised in the Statement of Comprehensive Income on the
date on which the right to receive payment is established. For listed equity
securities, this is usually the ex-dividend date. Dividend income from equity
securities designated as at fair value through profit or loss is recognised in
the Statement of Comprehensive Income as a separate line item.
(j) Fee and commission expense
Fees and commission expenses are recognised in the Statement of Comprehensive
Income as the related services are performed.
(k) Earnings per share
The Company presents basic and diluted earnings per share data for its
ordinary shares. Basic earnings per share is calculated by dividing the profit
or loss attributable to ordinary shareholders of the Company by the weighted
average number of ordinary shares outstanding during the year, adjusted for
own shares held.
3 Financial Instruments and Associated Risks
Financial assets of the Company include investments at fair value through
profit or loss, cash and cash equivalents, receivables on sale of investments,
and accrued dividends and interest. Financial liabilities comprise payables on
purchase of investments and accrued expenses. Accounting policies for
financial assets and liabilities are set out in note 2.
The Company's investment activities expose it to various types of risk that
are associated with the financial instruments and the markets in which it
invests. The most important types of financial risk to which the Company is
exposed are market risk (which includes price risk, currency risk, and
interest rate risk), credit risk and liquidity risk.
Asset allocation is determined by the Company's Investment Manager who manages
the distribution of the assets to achieve the investment objectives.
Divergence from target asset allocations and the composition of the portfolio
is monitored by the Investment Manager.
Market risk
Market risk is the risk that the value of a financial asset will fluctuate as
a result of changes in market prices (e.g. interest rates, foreign exchange
rates, equity prices and credit spreads) whether or not those changes are
caused by factors specific to the individual asset or factors affecting all
assets in the market. The Company is exposed to market risk within its
investments purchased in the Vietnamese market.
The overall market positions are monitored continuously by the Investment
Manager and at least quarterly by the Board.
The Company's investments in securities are exposed to market risk and are
disclosed by the following generic investment types:
2023 2022
Fair value % of Fair value % of
in USD net assets in USD net assets
Investments in listed securities 113,225,102 98.24 120,957,996 93.90
Investments in unlisted securities - - - -
113,225,102 98.24 120,957,996 93.90
At 30 June 2023, a 5% reduction in the market value of the portfolio would
have led to a reduction in NAV and profit or loss of USD 5,661,255 (2022: USD
6,047,900). A 5% increase in market value would have led to an equal and
opposite effect on NAV and profit or loss.
Currency risk
The Company may invest in financial instruments and enter into transactions
denominated in currencies other than its functional currency. Consequently,
the Company is exposed to risks that the exchange rate of its currency
relative to other currencies may change and have an adverse effect on the
value of the Company's financial assets or liabilities denominated in
currencies other than USD.
The Company's net assets are calculated every month based on the most up to
date exchange rates while the general economic and foreign currency
environment is continuously monitored by the Investment Manager and reviewed
by the Board at least once each quarter.
The Company may enter into arrangements to hedge currency risks if such
arrangements become desirable and practicable in the future in the interest of
efficient portfolio management.
As at 30 June 2023, the Company had the following foreign currency exposures:
Fair value
2023 2022
USD USD
Vietnamese Dong 115,320,188 128,235,094
Pound Sterling (231,119) 632,133
Swiss Franc 175 163
Euro 4,536 4,497
115,093,780 128,871,887
At 30 June 2023, a 5% reduction in the value of the Vietnamese Dong, Pound
Sterling, Swiss Franc, Euro versus the US Dollar would have led to a reduction
in NAV and profit or loss of USD 5,766,009 (2022: USD 6,411,755), USD 11,556
(2022: USD 31,607), USD 9 (2022: USD 8) and USD 227 (2022: USD 225)
respectively. A 5% increase in value would have led to an equal and opposite
effect.
Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial
instrument will fluctuate because of changes in market interest rates.
The majority of the Company's financial assets are non-interest-bearing.
Interest-bearing financial assets and interest-bearing financial liabilities
mature or reprice in the short-term, no longer than twelve months. As a
result, the Company is subject to limited exposure to interest rate risk due
to fluctuations in the prevailing levels of market interest rates.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will
fail to discharge an obligation or commitment that it has entered with the
Company.
At 30 June 2023, the following financial assets were exposed to credit risk
(including settlement risk): cash and cash equivalents, receivables on sale of
investments and accrued dividends and interest. The total amount of financial
assets exposed to credit risk amounted to USD 2,966,035 (2022: USD 8,219,453).
Substantially all the assets of the Company are held by the Company's
custodian, Standard Chartered Bank (Singapore) Limited. Bankruptcy or
insolvency of the custodian may cause the Company's rights with respect to
cash and securities held by the custodian to be delayed or limited. The
Company monitors its risk by monitoring the credit quality and financial
positions of the custodian the Company uses.
As at 30 June 2023, the Company's custodian, Standard Chartered Bank
(Singapore) Limited, was rated as A+ by Standard and Poor's, A1 by Moody's and
A+ by Fitch (2022: A by Standard and Poor's, A1 by Moody's and A+ by Fitch).
Financial assets subject to IFRS 9's impairment requirements
The Company's financial assets subject to the expected credit loss model
within IFRS 9 are cash and cash equivalents, and short-term receivables,
including accrued dividends and interest, and receivables on sale of
investments. As at 30 June 2023, the total of cash and cash equivalents, and
short-term receivables was USD 2,966,035 (2022: USD 8,219,453). The Directors
assessed the lifetime expected credit loss as at 30 June 2023 and concluded it
to be immaterial (2022: loss immaterial). There is not considered to be any
concentration of credit risk within these assets. No assets are considered
impaired and no amounts have been written off in the year.
All short-term receivables are expected to be received in three months or
less. An amount is considered to be in default if it has not been received 30
days after it is due.
Liquidity risk
The Company, a closed-end investment company, invests in companies through
listings on the Vietnam stock exchanges. There is no guarantee however that
the Vietnam stock exchanges will provide liquidity for the Company's
investments.
The Company's overall liquidity risks are monitored on at least a quarterly
basis by the Board. The Company is a closed-end investment company so
Shareholders cannot repurchase their shares directly from the Company.
The Board has considered that there may be periods of time when parts of the
portfolio are prone to higher liquidity risk, but is satisfied overall that
the fixed liabilities of the Company can be met by income or from selling
sufficient marketable securities even at periods of higher illiquidity.
Payables on purchase of investments and accrued expenses are generally payable
within one year.
The table below summarises the maturity profile of the Company's financial
assets and liabilities based on contractual undiscounted receipts and
payments:
Over
0 to 1 to 3 months No fixed
On demand 1 month 3 months to 5 years maturity Total
USD USD USD USD USD USD
2023
Cash and cash equivalents 1,750,069 - - - - 1,750,069
Investment at fair value through profit and loss - - - - 113,225,102 113,225,102
Accrued dividends and interest - - 877,375 - - 877,375
Receivables on sale of investments - - 338,591 - - 338,591
Total financial assets 1,750,069 - 1,215,966 - 113,225,102 116,191,137
Payables in purchase of investments - - 343,745 - - 343,745
Payables on repurchase of shares - - 246,469 - - 246,469
Accrued expenses - - 341,646 - - 341,646
Total financial liabilities - - 931,860 - - 931,860
2022
Cash and cash equivalents 8,160,681 - - - - 8,160,681
Investment at fair value through profit and loss - - - - 120,957,996 120,957,996
Accrued dividends and interest - - 58,772 - - 58,772
Total financial assets 8,160,681 - 58,772 - 120,957,996 129,177,449
Accrued expenses - - 355,282 - - 355,282
Total financial liabilities - - 355,282 - - 355,282
4 Operating Segments
An operating segment is a component of the Company that engages in business
activities from which it may earn revenues and incur expenses, including
revenues and expenses that relate to transactions with any of the Company's
other components. The Company is engaged in a single segment of business,
being investment in Vietnam. The Board, as a whole, has been determined as
constituting the chief operating decision maker of the Company. The key
measure of performance used by the Board to assess the Company's performance
and to allocate resources is the total return on the Company's NAV calculated
as per the prospectus.
Information on gains and losses derived from investments are disclosed in the
Statement of Comprehensive Income.
The Company is domiciled in Guernsey, Channel Islands. Entity wide disclosures
are provided as the Company is engaged in a single segment of business,
investing in Vietnam. In presenting information on the basis of geographical
segments, segment investments and the corresponding segment net investment
income arising thereon are determined based on the country of domicile of the
respective investment entities.
In line with the Company's investment policy, the Company may invest:
● up to 25% of its NAV (at the time of investment) in companies with
shares traded outside of Vietnam if a majority of their assets and/or
operations are based in Vietnam;
● up to 20% of its NAV (at the time of investment) in direct private
equity investments; and
● up to 20% of its NAV (at the time of investment) in other listed
investment funds and holding companies which have the majority of their assets
in Vietnam.
As of 30 June 2023, no individual investment exceeded 20% of the net assets
attributable to Shareholders (2022: none).
All of the Company's investments in securities at fair value are in Vietnam as
at 30 June 2023 and 30 June 2022. All of the Company's investment income can
be attributed to Vietnam for the years ended 30 June 2023 and 30 June 2022.
5 Share Capital
Ordinary shares of USD 1 each
Pursuant to its redomiciliation to Guernsey, the Company re-registered with an
authorised share capital of USD 200,000,000 divided into 200,000,000 shares of
a nominal or par value of USD 1.00 each. In line with the Company's new
Articles of Incorporation, the Company may from time to time repurchase all or
any portion of the shares held by the Shareholders upon giving notice of not
less than 30 calendar days.
On 8 March 2019 the Company's ordinary shares were cancelled from trading on
AIM and admitted to the Premium segment of the Official List and trading on
the Main Market. On the same date the Company's shares were admitted to
listing and trading on the TISE.
2023 2022
No. of shares No. of shares
Total shares issued and fully paid (after repurchases and cancellations) at 29,225,667 42,623,935
beginning of the year
Shares issued upon exercise of warrants during the year - -
Shares cancellation (1,500,563) (13,398,268)
27,725,104 29,225,667
Repurchased and reserved for own shares
At beginning of the year - -
During the year (1,500,563) (13,398,268)
Shares reissued to ordinary shares - -
Shares cancellation 1,500,563 13,398,268
Total outstanding ordinary shares with voting rights 27,725,104 29,225,667
As a result, as at 30 June 2023 the Company has 27,725,104 (2022: 29,225,667)
ordinary shares with voting rights in issue (excluding the reserve for own
shares), and nil (2022: nil) are held as reserve for own shares.
Reserve for own shares
Reserve for own shares are the Company's own shares which had been
repurchased. The amount represents share capital which can be reissued in the
future or subsequently cancelled. All reserves are available for distribution
subject to a solvency assessment.
During the year ended 30 June 2023 the Company repurchased and cancelled
1,500,563 ordinary shares (2022: 661,084 ordinary shares) under the Company's
share buyback programme (representing 5.1% of the ordinary shares outstanding
at 1 July 2022) at a weighted average NAV discount of 15.2%. This resulted in
a 0.78% accretion to NAV per share.
Holders of ordinary shares are entitled to attend, speak and vote at general
meetings of the Company. Each ordinary share (excluding shares in treasury)
earns one vote. Treasury shares do not carry voting rights.
Capital Management
The Company does not have any externally imposed capital requirements.
The Company's general intention is to reinvest the capital received on the
sale of investments. However, the Board may from time to time and at its
discretion, either use the proceeds of sales of investments to meet the
Company's expenses or distribute them to Shareholders. Alternatively, the
Company may repurchase its own ordinary shares with such proceeds from
Shareholders pro rata to their shareholding upon giving notice of not less
than 30 calendar days to Shareholders (subject always to applicable law) or
repurchase ordinary shares at a price not exceeding the last published NAV per
share.
6 Net Assets Attributable to Shareholders
Total equity of USD 115,259,277 (2022: USD 128,822,167) represents net assets
attributable to Shareholders. NAV per share as at 30 June 2023 is USD 4.157
(2022: USD 4.408).
7 Net (Loss)/Gain from Investments at Fair Value through Profit or Loss
2023 2022
USD USD
Realised gain on disposal of investments 1,874,662 50,172,287
Realised foreign currency (loss)/gain (1,660,823) 253,204
Unrealised loss on investments at fair value through profit or loss (7,200,804) (54,419,413)
Unrealised foreign currency gain/(loss) 492,223 (1,217,183)
(6,494,742) (5,211,105)
8 Related Party Transactions
Investment management fees
The Company entered into a new investment management agreement with Dynam
Capital, Ltd on 26 June 2018. The agreement was amended and restated on 8
October 2018 and further amended and restated on 1 October 2020. The Board and
the Investment Manager agreed to modify the management fee (previously on a
sliding scale of 1.5% per annum on NAV below USD 300 million, 1.25% per annum
on NAV between USD 300 - USD 600 million, and 1.0% per annum on NAV above USD
600 million) effectively from 1 November 2020.
Pursuant to the agreement the Investment Manager is entitled to receive a
monthly management fee, paid in the manner set out as below:
● On the amount of the Net Asset Value of the Company up to but
excluding USD 300 million, one-twelfth of 1.75%;
● On the amount of the Net Asset Value of the Company between and
including USD 300 million up to and including USD 600 million, one-twelfth of
1.5%; and
● On the amount of the Net Asset Value of the Company that exceeds USD
600 million, one-twelfth of 1%.
The management fee accruing to the Investment Manager for the year ended 30
June 2023 was USD 1,936,485 (2022: USD 2,737,804). An amount of USD 162,201
(30 June 2022: USD 200,421) was outstanding as at 30 June 2023.
Directors' fees and expenses
The Board determines the fees payable to each Director, subject to a maximum
aggregate amount of USD 350,000 (2022: USD 350,000) per annum being paid to
the Board as a whole. The Company also pays reasonable expenses incurred by
the Directors in the conduct of the Company's business including travel and
other expenses. The Company pays for directors and officers liability
insurance coverage.
The charges for the year for the Directors' fees were USD 319,183 (2022: USD
317,859) and expenses were USD 97,994 (2022: USD 67,433). The total Directors'
fees and expenses for the year were USD 417,177 (2022: USD 385,292).
As at 30 June 2023, USD nil (2022: USD 9,012) of Directors' fees were
outstanding.
Ownership of shares
As at 30 June 2023, Directors held 44,920 ordinary shares in the Company
(2022: 44,920) as listed below.
Hiroshi Funaki 19,887 Shares
Sean Hurst 5,312 Shares
Philip Scales 10,077 Shares
Damien Pierron 4,644 Shares
Saiko Tajima 5,000 Shares
Mr Funaki is also a Director of Discover Investment Company which holds
1,415,776 ordinary shares in the Company representing 5.01% of the issued
share capital. Discover Investment Company acquired 10,000 shares during the
year.
Mr Craig Martin, Chairman of the Investment Manager holds 67,086 shares in the
Company. During the year he purchased 7,400 shares during the year.
9 Custodian Fees
Custodian fees are charged at a minimum of USD 12,000 (2022: USD 12,000) per
annum and received as a fee at 0.08% on the assets under administration
("AUA") per annum. Custodian fees comprise safekeeping fees, transaction fees,
money transfer fees and other fees. Safekeeping of unlisted securities up to
20 securities is charged at USD 12,000 (2022: USD 12,000) per annum.
Transaction fees, money transfers fees and other fees are charged on a
transaction basis.
The charges for the year for the Custodian fees were USD 101,674 (2022: USD
152,863), of which USD 9,500 (2022: USD 13,000) were outstanding at year end.
10 Administrative and Accounting Fees
In accordance with the new Administration Agreement between the Company and
Sanne Group (Guernsey) Limited (the "Administrator") dated 7 October 2019, the
Administrator is entitled to receive a fee of 0.08% per annum of NAV up to USD
100,000,000, 0.07% of NAV thereafter subject to a minimum fee of USD 140,000
per annum. The administration fees are accrued monthly and are payable
quarterly in advance. The charges for the year for Administration fees were
USD 145,590 (2022: USD 139,207), of which USD 1,120 (2022: USD 1,130) were
outstanding at year end.
The Sub-Administrator receives a fee as consideration for the services
provided to the Company at such rates as may be agreed in writing from time to
time between the Company and the Sub-Administrator. The charges for the year
for Administration fees were USD 56,024 (2022: USD 77,731), of which USD 4,744
(2022: USD 5,303) were outstanding at year end.
Total administrative and accounting fees for the year were USD 201,614 (2022:
USD 216,939).
11 Controlling Party
The Directors are not aware of any ultimate controlling party as at 30 June
2023 or 30 June 2022.
12 Fair Value Information
For certain of the Company's financial instruments not carried at fair value,
such as cash and cash equivalents, accrued dividends, other receivables,
receivables/payable upon sales/purchase of investments and accrued expenses,
the amounts approximate fair value due to the immediate or short-term nature
of these financial instruments.
Other financial instruments are measured at fair value through profit or loss.
Fair value estimates are made at a specific point in time, based on market
conditions and information about the financial instrument. These estimates are
subjective in nature and involve uncertainties and matters of significant
judgement and therefore, cannot be determined with precision. Changes in
assumptions could significantly affect the estimates.
● Level 1: Inputs that are quoted market prices (unadjusted) in active
markets for identical instruments. This level includes listed equity
securities on exchanges (for example, Ho Chi Minh Stock Exchange).
● Level 2: Inputs other than quoted prices included within Level 1
that are observable either directly (i.e., as prices) or indirectly (i.e.,
derived from prices). This level includes instruments valued using: quoted
prices for identical or similar instruments in markets that are considered
less than active; quoted market prices in active markets for similar
instruments; or other valuation techniques in which all significant inputs are
directly or indirectly observable from market data.
● Level 3: Inputs that are not based on observable market data (i.e.,
unobservable inputs). This level includes all instruments for which the
valuation technique includes inputs not based on observable data and the
unobservable inputs have a significant effect on the instrument's valuation.
The table below analyses financial instruments measured at fair value at the
reporting date by the level in the fair value hierarchy into which the fair
value measurement is categorised. The amounts are based on the values
recognised in the Statement of Financial Position. All fair value measurements
below are recurring.
Level 1 Level 2 Level 3 Total
USD USD USD USD
2023
Financial assets classified at fair value upon initial recognition
Investments in securities 113,225,102 - - 113,225,102
2022
Financial assets classified at fair value upon initial recognition
Investments in securities 120,957,996 - - 120,957,996
There were no transfers between levels during the year.
The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined based on the lowest level input
that is significant to the fair value measurement in its entirety. Assessing
whether an input is significant requires judgement including consideration of
factors specific to the asset or liability. Moreover, if a fair value
measurement uses observable inputs that require significant adjustment based
on unobservable inputs, that fair value measurement is a Level 3 measurement.
There are no level 3 assets held at 30 June 2023 (2022: nil).
13 Classifications of Financial Assets and Liabilities
The table below provides a breakdown of the line items in the Company's
Statement of Financial Position to the categories of financial instruments.
Fair value through Loans and Other Total carrying
Profit or loss receivables liabilities Amount
USD USD USD USD
2023
Cash and cash equivalents - 1,750,069 - 1,750,069
Investment in securities at fair value 113,225,102 - - 113,225,102
Accrued dividends - 877,375 - 877,375
Receivables on sale of investments - 338,591 - 338,591
113,225,102 2,966,035 - 116,191,137
Accrued expenses - - 341,646 341,646
Payables in purchase of investments - - 343,745 343,745
Payables on repurchase of shares - - 246,469 246,469
- - 931,860 931,860
2022
Cash and cash equivalents - 8,160,681 - 8,160,681
Investment in securities at fair value 120,957,996 - - 120,957,996
Accrued dividends - 58,772 - 58,772
120,957,996 8,219,453 - 129,177,449
Accrued expenses - - 355,282 355,282
- - 355,282 355,282
14 Earnings Per Share
The calculation of basic and diluted earnings per share at 30 June 2023 was
based on the total comprehensive loss for the year attributable to
Shareholders of USD 8,622,089 (2022: loss of USD 7,719,310) and the weighted
average number of shares outstanding of 28,685,603 (2022: 31,987,327).
15 New and Amended Standards and Interpretations
(i) Standards and amendments to existing standards effective 1 July 2022
The Board of Directors has assessed the impact, or potential impact, of all
new standards and amendments to existing standards. In the opinion of the
Board of Directors, there are no mandatory new standards and amendments
applicable in the current year that had any material effect on the reported
performance, financial position, or disclosures of the Company.
(ii) Standards effective after 30 June 2023 that have been early adopted by the Company
There are no standards effective after 30 June 2023 that are relevant to the
Company.
16 Events After the Reporting Date
It was announced on 8 September 2023 that finnCap plc and Cenkos Securities
plc had successfully merged to form a new group known as Cavendish Securities
plc, the Corporate Broker and Financial Adviser of the Company.
From 1 July 2023 to the date of signing these financial statements, there were
no other material events that require disclosures and/or adjustments in these
financial statements.
Alternative Performance Measures ("APMs")
Discount or Premium
The amount, expressed as a percentage, by which the ordinary share price is
either higher (premium) or lower (discount) than the NAV per ordinary share.
Page 30 June 2023
NAV per ordinary share (pence) 1 a 329.0
Ordinary share price (pence) 1 b 277.5
Discount 1 ((b-a)/a) 15.7%
Ongoing charges
Ongoing charges have been calculated in accordance with the Association of
Investment Companies (the "AIC") recommended methodology by taking the
regularly incurred annual operating expenses of running the Company expressed
as a percentage of average NAV.
The ongoing charges for the year ended 30 June 2023 were 3.07%.
30 June 2023
Page USD
Average NAV 1 a 111,710,032
Operating expenses 1 b 3,433,537
Ongoing charges 1 b/a 3.07%
a) Average NAV
Calculated using twelve monthly closing average NAV for the year ended 30 June
2023.
b) Operating expenses
Total annual expenses incurred by the Company less the cost of project and
one-off expenses i.e. non-recurring expenses.
Page USD
Total annual expenses 52 c 3,442,094
Less: non-recurring expenses d (8,557)
Operating expenses b=c+d 3,433,537
Corporate Information
Directors Auditor
Mr. Hiroshi Funaki KPMG Channel Islands Limited
Mr. Sean Hurst Glategny Court
Mr. Philip Scales Glategny Esplanade
Mr. Damien Pierron St Peter Port
Ms. Saiko Tajima Guernsey
GY1 1WR
Investment Manager
Dynam Capital, Ltd Market Researcher
1 Royal Plaza Dynam Consultancy and Services
Royal Avenue Company Limited
St Peter Port Floor 12, Deutsches Haus,
Guernsey 33 Le Duan,
GY1 2HL Ben Nghe Ward, District 1
Ho Chi Minh City,
Vietnam
Registered Office, Company Secretary and Administrator
Sanne Group (Guernsey) Limited
1 Royal Plaza Corporate Broker and Financial Adviser
Royal Avenue Cavendish Securities plc (As from 8 September 2023, formerly finnCap Ltd))
St Peter Port One Bartholomew Close
Guernsey London
GY1 2HL EC1A 7BL
(Nominated Adviser (AIM) until transference to LSE Main Market)
Sub-Administrator, Custodian and Principal Bankers
Standard Chartered Bank (Singapore) Limited Registrar
7 Changi Business Park Crescent Computershare Investor Services (Guernsey) Limited
Level 3, Securities Services 1st Floor, Tudor House
Singapore 486028 Le Bordage
St Peter Port
UK Legal Adviser Guernsey
Stephenson Harwood LLP GY1 1DB
1 Finsbury Circus
London Guernsey Legal Adviser
EC2M 7SH Carey Olsen (Guernsey) LLP
Carey House
Les Banques
St Peter Port, Guernsey,
GY1 4BZ
1 The Company was initially listed on AIM in July 2006 and then moved to the
premium segment of the main board of the London Stock Exchange in March 2019.
2 https://population.un.org/wup/Publications/Files/WUP2018-Highlights.pdf
(https://population.un.org/wup/Publications/Files/WUP2018-Highlights.pdf)
3 2022 Edelman Trust Barometer Reveals Even Greater Expectations of Business
to Lead as Government Trust Continues to Spiral | Edelman
(https://www.edelman.com/news-awards/2022-edelman-trust-barometer-reveals-even-greater-expectations-business-lead-government-trust)
4 Vietnam Country Climate and Development Report (worldbank.org)
(https://openknowledge.worldbank.org/entities/publication/29e72556-d255-5c50-a086-245c1ccc4704)
5 https://climateactiontracker.org/
6 LULUCF is the abbreviation of "Land use, land-use change and forestry".
The reasons for focusing on emissions excl. LULUCF because of the importance
of decreasing CO(2) and other GHG emissions from fossil fuel combustion,
industry, agriculture and waste sources, and because of large data
uncertainty around LULUCF emissions data.
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