REG - VinaCapital Vietnam - Annual Financial Report
24/10/2025 07:00
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RNS Number : 6559E VinaCapital Vietnam Opportunity Fd. 24 October 2025
VINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED
(a non-cellular company incorporated in the Bailiwick of Guernsey under The
Companies (Guernsey) Law, 2008, on 22 March 2016 with registered number
61765.)
VinaCapital Vietnam Opportunity Fund Limited ("VOF" or the "Company") is
pleased to announce its audited results for the year ended 30 June 2025.
More information on the Company is available at: https://vinacapital.com/investment-solutions/offshore-funds/vof/overview/
(https://vinacapital.com/investment-solutions/offshore-funds/vof/overview/)
The information contained within the announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
("MAR"). Upon the publication of this announcement via Regulatory Information
Service ("RIS"), this inside information is now considered to be in the public
domain.
Annual Report and Financial Statements for the year ended 30 June 2025
VinaCapital Vietnam Opportunity Fund Limited(1) is a Guernsey domiciled
closed-ended investment company. The Company is classified as a registered
closed-ended Collective Investment Scheme under the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 and is subject to The Companies (Guernsey)
Law, 2008 as amended (the "Guernsey Law"). The Company is managed by
VinaCapital Investment Management Ltd(2) as its manager and Aztec Financial
Services (Guernsey) Limited as administrator and corporate secretary.
Investment Objective
The Company's objective is to achieve medium to long-term returns through
investment in assets either in Vietnam or in companies with a substantial
majority of their assets, operations, revenues, or income in, or derived from,
Vietnam.
Investment Strategy
VOF's investment strategy is, as its name suggests, an opportunity fund which
seeks differentiated investments by adopting a private equity approach, using
a unique combination of the skills of the team and the scale of the fund to
negotiate terms and conditions not readily available to other investors.
The Company's strategy allows VinaCapital, which has been managing investments
on the ground in Vietnam for over 20 years, to navigate the limitations of
Vietnam's fundamentally illiquid market. Thorough due diligence allows us to
identify high quality companies, in which we seek to negotiate significant
positions where we can influence the direction of the investee company and
have terms that provide downside protection without limiting the upside
potential.
Approximately 80% of the portfolio has been entered into through a privately
negotiated process over the years and this strategy has proven particularly
effective in navigating the challenges and managing the inherent risks of
investing in Vietnam, while seeking to deliver superior risk-adjusted returns
over the long-term for VOF's investors.
Investment Policy
All of the Company's investments will be in Vietnam or in companies with at
least 75% of their assets, operations, revenues or income in, or derived from,
Vietnam at the time of investment.
· No single investment may exceed 20% of the NAV of the Company at the time of
investment.
· The Company may from time to time invest in other funds focused on Vietnam.
This includes investments in other funds managed by the Investment Manager.
Any investment or divestment of funds managed by the Investment Manager will
be subject to prior approval by the Board.
· The Company may from time to time make co-investments alongside other
investors in private equity, real estate, or similar assets. This includes,
but is not restricted to, co-investments alongside other funds managed by the
Investment Manager.
· The Company will not invest in other listed closed-ended funds.
The Company may gear its assets through borrowings which may vary over time
according to market conditions and any or all of the assets of the Company may
be pledged as security for such borrowings. Borrowings will not exceed 10% of
the Company's total assets at the time that any debt is drawn down.
From time to time the Company may hold cash or low risk instruments such as
government bonds or cash funds denominated in either VND or USD, either in
Vietnam or outside Vietnam.
(1) VinaCapital Vietnam Opportunity Fund Ltd is also referred to as "the
Company" or "VOF" throughout this Annual Report and Financial Statements.
(2) VinaCapital Investment Management is also referred to as "the Investment
Manager" throughout this Annual Report and Financial Statements.
HISTORICAL FINANCIAL INFORMATION
As at 30 June 2021 2022 2023 2024 2025
Share information
Share price (USD)(1) 6.64 5.79 5.46 6.26 5.77
Share price (GBP)(1) 4.82 4.76 4.29 4.96 4.21
Net asset value per ordinary share (USD)(1) 8.07 7.22 7.02 7.43 7.13
Net asset value per ordinary share (GBP)(1) 5.85 5.93 5.52 5.88 5.20
(1)Alternative performance measure
FINANCIAL HIGHLIGHTS
In the year to 30 June 2025, the Company's NAV per share decreased in US
Dollar terms by 4.0% to USD7.13, and the share price decreased by 7.8% to
USD5.77. Taking account of dividends paid in the year to 30 June 2025, the NAV
Total Return in USD terms was -2.2%.
As at years ended 30 June 2021 2022 2023 2024 2025
NAV total return(1) (%) 65.6 (8.8) (0.4) 7.8 (2.2)
Share Price total return(2) (%) 66.9 1.1 (3.1) 17.6 (5.3)
Dividend per share (US cents) 11.5 16.0 14.25 14.25 14.5
(1) Expressed in percentage terms, is a measure of the investment return
earned by the Company, calculated by taking the change in the NAV over the
period in question and dividing by the starting NAV. This assumes that any
dividends paid in the period are reinvested at the prevailing NAV per share on
the ex-dividend date and that the dividend would grow at the same rate of
return as the NAV per share after re-investment. A numerical reconciliation of
the NAV total return can be found in the alternative performance measures
section of this report. This footnote applies to all disclosures of NAV Total
Return throughout this Annual Report and Financial Statements. Please also
refer to the Alternative Performance Measures.
(2) Expressed in percentage terms, is a measure of the return to shareholders,
calculated by taking the change in the share price over the period in question
and dividing by the starting share price. This assumes that any dividends paid
in the period are reinvested at the prevailing share price on the ex-dividend
date and that the dividend would grow at the same rate of return as the share
price after re-investment. The Share Price total return is provided by an
independent third-party provider of investment statistics - see glossary. This
footnote applies to all disclosures of Share Price total return throughout
this Annual Report and Financial Statements.
CHAIRMAN'S STATEMENT
Dear Shareholder,
It is my privilege to write to you again to present the results of the Company
for the year ended 30 June 2025.
Performance
The economic growth story in Vietnam remains exciting and compelling. As a
frontier market, the stock market remains volatile and, in the period under
review, the announcement on 2 April 2025 of increased tariffs on exports to
the US caused a significant market correction. Since then, however, the VN
Index had increased by some 50% to the end of September. Against that
background, in USD terms VOF's NAV per share over the 12 months to 30 June
2025 declined marginally. When combined with the weakening of the dollar
against sterling over the year, the GBP NAV per share fell by 9.7%(1) and,
with a widening discount, the GBP share price fell by 12.7%(1).
A disappointment in the private equity portfolio was in the performance of IN
Holdings, the conference centre and wedding venue operator. Since a post-COVID
recovery, the centres have faced a challenging environment and the valuations
of VOF's investment in IN Holdings has been reduced substantially. There were
more positive developments at a number of the other private equity portfolio
investments, including with NovaGroup, where an asset swap was secured
resulting in a significant write-up of the value of the investment. At the
financial year-end, the overall carrying value of the Company's private equity
and unquoted financial instruments with quoted companies was written down by
USD6.8m.
Although the results for the year might be a disappointment, performance in
the first three months of the current financial year has shown a substantial
improvement with the NAV per share up by 12.4% and the share price improving
by 13.3%, both in USD terms.
Dividends
Recognising that many shareholders value a regular income, our policy is to
pay out dividends of approximately 1% of NAV per share, twice each year and
normally declared in March and October. In March 2025, we declared a dividend
of 7.25 US cents per share and the Board has today declared a maintained
dividend of 7.25 US cents per share. This will be payable to shareholders on
or around 3 December 2025.
Over time, regular dividends can represent a significant return of capital to
investors. Since VOF first paid a dividend in September 2017, it has
distributed in total 107.35 US cents per share. An investor who bought a share
at the market price of USD3.82 at the 30 June 2017 year-end will have received
dividends totalling 114.6 US cents per share by the end of December this year,
a return of 30% of their investment, while the market price of their shares
at the end of June this year was USD5.77, an increase of 51%.
Borrowings
In April 2025, the Company increased the upper limit on its revolving credit
facility with Standard Chartered Bank to USD60 million and has extended the
maturity date to 30 May 2027. The facility provides an additional source of
short-term liquidity for the Investment Manager, particularly as it manages
the Company's cash flows on both implementing and realising investments in
private equity and other illiquid instruments.
(1) On a total return basis. See Alternative Performance Measures
Marketing and share buybacks
We continue actively to promote the Company. Our Investment Manager makes
great efforts to encourage investment and is assisted by our joint brokers,
Deutsche Numis and Barclays Bank and distribution partner, Cadarn Capital
which provides investor engagement services. A wide variety of information is
available to existing and potential investors with the aim of stimulating
demand for the shares: a detailed fact sheet is issued each month and regular
updates on the Vietnamese market and economy in both written and video form
are posted to our website. It is a testament to its quality that the Company's
fact sheet was awarded Best Factsheet in the AIC annual awards earlier this
month. You can sign up to be notified of new publications at
https://vof.vinacapital.com (https://vof.vinacapital.com) and I particularly
recommend the video updates, which really help bring the case for investment
to life.
In common with much of the closed-end fund sector, the discount was under
pressure for a large proportion of the year under review and the Company has
renewed its efforts to manage the discount through share buybacks. During the
year, 16.8 million shares were bought back at a cost of USD96.78 million,
which was 11.05% of shares in issue at the start of the period. The discounts
at which these shares were bought resulted in an increase in the NAV of some
21.3 US cents per share to the benefit of continuing shareholders and, the
Directors believe, helped to control the volatility of the discount.
We will continue to publicise the long-term potential of investment in Vietnam
and the benefits of the Company's unique approach to investing and will
continue to use share buybacks where we believe that these are in the best
interests of the shareholders.
The Board
The Board was very pleased to welcome Charlotta Ginman who was appointed as
Director on 2 January 2025. Charlotta is a Chartered Accountant and held
investment banking roles with UBS, Deutsche Bank and JP Morgan before moving
on to senior finance roles with Nokia and Vertu. After a successful executive
career, she has now made the transition to Non-Executive Director roles with a
broad range of international companies. Charlotta has already made a
significant contribution to the Board and is working closely with Julian Healy
on the Audit Committee. She will take over the Chair of the Audit Committee on
3 December 2025 following this year's AGM.
For my part, I have now been on the Board for over nine years and, under best
corporate governance practice, the time has come for me to retire from the
Board. Accordingly, I will not be putting myself forward for re-election at
the AGM in December. When I retire, the chair will be taken over by Kathryn
Matthews who, given her experience, will be a very capable replacement.
Change in Administrator and Company Secretary
For the past seven years, company secretarial and other administrative
functions have been carried out in Guernsey by Aztec Financial Services
(Guernsey) Limited. During the year, the Company put these services out to
tender and, from close of business on 4 November 2025, the new administrators
and Company Secretary will be NSM Funds Limited. This should have very little
direct impact on shareholders but, following the change, the Registered Office
of the Company will move and the AGM in December will be held at NSM's
offices.
Annual General Meeting
All of the Resolutions proposed at the AGM held on 5 December 2024 were passed
in line with the Board's recommendations.
This year's AGM will take place on 3 December 2025 at NSM Funds Limited, Les
Echelons Court, Les Echelons, St Peter Port, Guernsey, GY1 1AR. Notice of
the AGM is sent to registered shareholders with the Annual Report and
Financial Statements.
Outlook
The performance of the Vietnam stock exchange tends to be driven by domestic
investor sentiment. Over the period I have been on the Board, my experience
of investing in Vietnam has been of occasional bursts of extraordinary
activity followed by years of consolidation. After a period of post-COVID
recovery followed by a credit crunch in the property sector, to my eyes it
looks as though the confidence of local investors in the stock market is
beginning to return and the encouraging performance since June could presage a
strong year. The recent recognition of Vietnam as an Emerging Market by FTSE
Russell will also remind international investors of the increasing importance
of this market.
Over the medium to long term, the Board believes that the Vietnamese economy
will grow substantially and will continue to offer interesting and rewarding
investment opportunities for long-term investors I, for one, will continue to
hold my shares in the Company in the expectation of growth in my retirement.
I would like to thank shareholders for their support over my time on the
Board.
Huw Evans
Chairman
VinaCapital Vietnam Opportunity Fund Limited
23 October 2025
INVESTMENT MANAGER'S REPORT - 30 JUNE 2025
Macroeconomic Review
The Vietnamese economy grew by 7.1% in 2024 according to the Government's
General Statistics Office (GSO). The main factor that supported GDP growth
last year was a surge in Vietnam's exports to the US. These grew by well over
20% in 2024 which was, in turn, largely driven by a jump of over 40% in
exports of electronics and other high-tech products to the US.
Impact of tariffs ultimately muted
In November 2024, world news was dominated by the election of Donald Trump as
President of the United States for a second time. Vietnam and Mexico were the
biggest winners during President Trump's first administration but his second
administration has focused on reducing imports from all routes, and not only
from China directly. We had expected Vietnam to be treated relatively lightly
by President Trump but, in the event, the wide-ranging announcement on 2 April
2025 included high tariffs on imports from Vietnam, with a 90 day "pause"
announced a week later. The initial result of the announcement of tariffs was,
ironically, to boost Vietnam's economy and annualised GDP growth accelerated
to 7.5% in the first half of 2025 as many manufacturers sought to "front-load"
manufacturing and accelerate export activities to take advantage of the pause
and reprieve. Inevitably, over time, this will reverse and be a drag on the
Vietnamese economy in the second half of 2025 as stocks built up by importers
in the US are unwound and the world adjusts to the likelihood of higher
tariffs.
On 2 July 2025, President Trump announced that the US had reached an agreement
with Vietnam on tariffs, the President's first such agreement with an ASEAN
country. At the time of the announcement, the headline was that the average
tariff would be 20%, a significant improvement, but many details are yet to be
determined. Ultimately, we expect the effect of the US tariffs on Vietnam to
be fairly muted. As long as tariffs on goods made in Vietnam are no more than
10% higher than regional competitors, the advantages that the country has in
the quality of its workforce, costs, demographics and location for supply
chain and manufacturing should continue to apply.
Policy reforms and deregulation an important catalyst for economic growth
The Vietnamese government has also made some important and supportive steps.
It has indicated that it will increase infrastructure spending in 2025 by
nearly 40%. We anticipate a pickup in consumer spending in due course because
we expect the government also to continue to take significant steps to
unfreeze the real estate market which would have a far greater impact on
consumer sentiment than increased infrastructure spending. The combination of
faster progress on projects like Ho Chi Minh City's new airport and Hanoi's
new ring roads, coupled with a real estate market revival, would probably make
consumers feel more confident to spend money because of the "wealth effect"
linked to the value of the property that many middle-income Vietnamese
consumers own.
In a further positive development, in May 2025 the Vietnamese government
issued Resolution 68, a landmark directive formally identifying the private
sector as "the most important driving force in the national economy". A key
feature of Resolution 68 is its goals by the year 2030 (i) to develop twenty
large companies that are capable of and integrating into global value chains
and drive industrial growth, taking inspiration from the experience of Korea
in building national champions and (ii) to increase the number of private
sector companies from 1 million to 2 million. The core vision of the
government is to cultivate a fast-developing, sustainable, high quality and
globally competitive private sector with the aim of being a developed nation
in 20 years' time.
Investment performance
Over the year to 30 June 2025, VOF's net asset value per share decreased by
2.2% and the share price fell by 5.3%, both on a USD total return basis(1).
Total Return in USD 1 year 3 Years 5 Years
VOF NAV per share -2.2% 5.1% 58.6%
VOF Share Price -5.3% 7.9% 60.5%
Source: Bloomberg / VinaCapital
Relative Performance
Whilst the fund is benchmark agnostic, the VN-Index serves as a useful
comparison for some investors, which we show below along with other indices
for reference.
Total Return in USD(1) 1 year 3 Years 5 Years
VN Index 9.8% 8.2% 61.3%
MSCI VN Index 11.0% -11.6% 5.3%
Source: Bloomberg / VinaCapital Data to 30 June 2025
The VN index, which represents the capitalisation-weighted index of all the
companies listed on the Ho Chi Minh City Stock Exchange (HOSE), produced a
total return in USD terms of 9.8% over the year under review. During the first
half of the accounting year, the VND denominated index traded in a relatively
narrow range of approximately 1,200 to 1,300 points. The market started 2025
by increasing steadily in value before plummeting on US President Trump's
announcement of sweeping tariffs in early April. The VN Index however quickly
recovered as investors took a view that tariff negotiations would eventually
conclude in a manner that would be favourable for Vietnam, relative to
regional and US export-reliant peers. The VN Index finished the financial year
to 30 June 2025 up by 9.8% on a USD total return basis.
VOF's portfolio did not keep pace with the index this year. The majority of
the return produced by the VN Index occurred in the second half of VOF's
accounting year. The return was quite narrowly based and focused on two of the
largest stocks. Staying true to our investment philosophy, we do not hold
investments in stocks where we believe that valuations are not justified by
company fundamentals and, consequently, we did not benefit from the immediate
uplift.
The listed securities market staged a broad-based recovery in the three months
after VOF's financial year-end. The market rally spread beyond the two largest
stocks and, in particular, the Financial and Real Estate sectors were strong.
This was driven largely by fundamentals - an uptick in real estate project
approvals, plans by the Vietnamese government for a dramatic increase in
infrastructure spending, and domestic reforms focused on accelerated growth of
the private sector supported by easier access to capital from the banking
system. Further, the attention of stock market investors was, we believe,
spurred by progress towards FTSE Russell classifying Vietnam as an Emerging
Market, which should in time bring investment from index trackers. FTSE
Russell confirmed in October 2025 that Vietnam would be classified as an
Emerging Market from September 2026, subject to final review. At the time of
writing, which is October 2025 and the fourth month of the new financial year,
our stock selections in the Financial sector have proven to be among the
strongest performers. Our long-term holdings in this sector, (VPB and ACB),
and newly added positions (SSI, MBB, VIB and CTG) helped to drive an increase
in the NAV. Similarly, our core holdings in the Real Estate sector (VHM and
KDH) also rose strongly. Overall, the NAV per share increased by over 15% in
the first quarter of the new accounting year. We continue to stay disciplined
by trimming positions that have benefitted from the strong
( )
(1) See Alternative Performance Measures
market rally and look to redeploy in opportunities on the market.
Particularly, we have seen a revival of the IPO market after several dormant
years, and the team is exploring several pre-IPO opportunities, along with
private placement and privately negotiated investments.
Portfolio activity
Over the period, we trimmed our stakes in our five largest portfolio holdings
at the start of the year. Asia Commercial Bank (HOSE: ACB), FPT Corporation
(HOSE: FPT), Khang Dien Homes (HOSE: KDH) and Hoa Phat Group (HOSE: HPG)
remain in our top ten holdings and are discussed further below, while Airports
Corporation of Vietnam (UPCoM: ACV) no longer features in the top ten. We
continued to take profits selectively after a period of strong performance for
each of these holdings and in order to reinvest in other attractive
opportunities with the aim of improving portfolio performance whilst
maintaining adequate diversification and liquidity. In the case of KDH, we
acquired a further tranche of shares in the third quarter of 2024 through a
privately negotiated process. We subsequently sold part of our holding to
realise profits.
A new entry in our top ten holdings this year was Vinhomes (HOSE: VHM). We
have held shares in VHM for a number of years and its move into the top ten
was as a result of very strong share price performance. Against a backdrop of
an improving outlook for the real estate sector, along with easing borrowing
costs and favourable lending terms, prop-erty ownership is becoming
increasingly accessible to a broader segment of the Vietnamese population.
This shift in affordability tends to stimulate housing demand, creating a
tailwind for leading developers like VHM. Taking advantage of the high share
price we locked in profits by selling part of our holding.
Our strategy is to invest in market-leading companies with strong growth
potential that benefit from Vietnam's robust long-term domestic growth story.
New investments in our portfolio during the financial year totalled USD183
million and primarily focused on the consumer and financial sectors:-
Consumer sector
· Mobile World Group (HOSE: MWG), a retailer historically focusing on mobile
phone and electronics retailing, has a rapidly growing groceries business,
under the name Bach Hoa Xanh (BHX). MWG operates more than 2,000 BHX grocery
stores across Vietnam's central and southern provinces and is embarking on an
expansion program to the northern region. We intend to build a long term stake
and this investment provides exposure to domestic consumption at a point when
we expect this to be one of the key drivers of economic growth in the near
future.
· Kido Group (HOSE: KDC). In early July 2024, VinaCapital led a consortium to
invest into KDC so that VOF could participate alongside KDC to acquire a
privately held target company, Tho Phat. This investment is described in more
detail in our review of the portfolio's top 10 holdings below.
Financial sector
Our exposure to banking and finance remains a key part of our strategy, as we
seek to benefit from the growth of the domestic economy in Vietnam. Within
this allocation, we made a number of tactical switches to seek better growth
opportunities on the market, taking profits in ACB as mentioned above and
investing in:-
· MB Bank (HOSE: MBB), which is now one of our top ten holdings and is discussed
further below.
· Vietin Bank (HOSE: CTG), one of Vietnam's "Big Four" banks and the
second-largest bank in Vietnam in terms of asset base, and recognized for its
strong corporate client base and active role in financing state-owned
enterprises. This growth will be largely driven by rising credit demand amid
economic expansion and lower credit costs. CTG is also expected to benefit
from increased government infrastructure spending.
· Vietnam International Bank (HOSE: VIB), a fast-growing mid-sized commercial
bank in Vietnam, known for its strong retail banking focus and innovative
digital banking platforms. VIB has built a leading position in consumer
lending, particularly in auto loans and credit cards, supported by strategic
partnerships such as its long-term bancassurance alliance with Prudential. The
bank targets continued robust profit growth in 2025, driven by expanding
retail credit demand, improved net interest margins, and disciplined cost
control. VIB is also expected to benefit from Vietnam's rising middle class
and increasing adoption of digital financial services.
· SSI Securities Corporation (HOSE: SSI). Vietnam's leading brokerage and
investment services firm, distinguished by its diversified revenue streams and
dominant market position. SSI has consistently ranked highly for brokerage
market share on HOSE, supported by its expanding retail network and strong
institutional relationships. In 2025, the firm is targeting solid profit
growth, driven by rising margin lending volumes, robust principal investment
returns, and enhanced digital infrastructure. SSI continues to benefit from
Vietnam's vibrant capital markets and increasing retail investor
participation, while leveraging promotional lending programs and technology
upgrades to deepen client engagement and boost trading activity.
Divestments
We completed the divestment of Hung Vuong Plaza, our last remaining directly
owned operating asset and a leading shopping centre in District 5 of Ho Chi
Minh City. VOF invested in Hung Vuong Plaza in 2004 and, over the 20-year
holding period, the investment delivered an IRR(2) of 12.3% (in USD terms) and
a multiple on invested capital of over 4.8x. The proceeds from the divestment
were received in August 2024.
In October 2024 we completed the sale of our long-held position in Quang Ngai
Sugar (QNS), the UPCoM listed consumer staples company and leading soymilk
producer in the market, to a regional strategic investor. The investment in
QNS was initially made in 2015 and delivered an IRR(2) of 8.1% (in USD terms)
and a multiple on invested capital of 1.7x.
In June 2025, we announced the divestment of our private equity stake in Tam
Tri Medical (TTM) to a regional financial investor. We first invested in TTM
in 2018, when we backed Dr. Nguyen Huu Tung, an experienced doctor and
entrepreneur with whom we had successfully invested previously. Over the
seven-year period of our investment in TTM, we helped to build out the
healthcare platform to eight hospitals across central and southern Vietnam.
Healthcare is an attractive sector thanks to Vietnam's 100 million population
yet represents less than 1% of the VN Index.
Sector allocation
Approximately 80% of the portfolio has been entered into through a privately
negotiated process over the years, including many of the listed holdings
currently in the portfolio:
% of net assets
Capital markets 76.6%
Private Equity 8.8%
Other Net Assets 14.6%
Total 100%
Please refer to Note 4 of the accounts for further information
VinaCapital's investment strategy is based on a bottom-up approach to
fundamental analysis of the concentrated portfolio of businesses in which we
invest. To help frame the strategy, we remain sector aware, directing the
VinaCapital investment management team to seek opportunities in the sectors
that will benefit from Vietnam's long-term economic growth, while remaining
diligent to the risks inherent in investing in a frontier market, where market
illiquidity is prevalent in both the private and public equity markets, and
where sector concentration and correlation risks exist. We use the liquidity
in the fund to adjust the exposures, while
adhering to our sell-discipline and operating within clearly defined portfolio
guidelines and limits. The effects of the portfolio activity along with
changes in valuations can be seen in the chart below.
The portfolio is not benchmarked to any index and the sector allocations
reflect our strategy of seeking opportunities to invest in individual
companies for long-term growth. Our focus for some time has been on selecting
investments which benefit mostly from the growth of the domestic Vietnamese
economy and, as such, we find opportunities in the banking and financial
sector, the real estate sector, industrial and materials, and consumer sector
which includes healthcare and consumer goods, as areas where we have
historically and continue to have our largest exposures.
Portfolio Top 10 Holdings and Weighted Contribution to Returns for FY2025
Company Sector % of NAV 12-month Weighted
as at 30 June 2025 total return contribution
1 ACB Financials 11.5% 6.9% 0.9%
2 KDH Real Estate 9.7% -8.4% -1.0%
3 HPG Materials 8.1% -6.4% -0.6%
4 FPT Information Technology 7.1% -5.3% -0.6%
5 MBB Financials 4.4% 6.7% 0.2%
6 VPB Financials 4.2% 9.2% 0.4%
7 Thu Cuc Healthcare 4.2% 8.5% 0.3%
8 PNJ Consumer Discretionary 4.0% -13.1% -0.5%
9 VHM Real Estate 4.0% 82.2% 2.4%
10 KDC Consumer Staples 3.8% 7.0% 0.2%
Asia Commercial Bank (Quoted, HOSE: ACB, Market Cap: USD4.2 billion, FY25
total return +6.9%):
Despite intense competition, ACB reported positive results and achieved annual
credit growth of 18.4% over calendar year 2024, surpassing the system-wide
average of 15.1% while maintaining strong asset quality. There was pressure on
margins in the first half of 2025 due to increased competition from other
banks cutting rates and soft demand in the retail and SME segments which were
affected by tariff and growth uncertainties. We expect margins to rebound in
the second half of 2025 with increased demand for mortgages and credit growth.
We remain optimistic about ACB as the bank has the highest exposure of all
listed Vietnamese banks
to the retail and SME segments, which should benefit the most from the
Vietnamese government's plans to prioritise and boost the private sector.
Investment background: Established in 1993, ACB is one of the leading publicly
listed commercial banks in Vietnam and focuses on the rapidly growing affluent
retail and SME(5) segments. We favour ACB for its high asset quality, strong
credit growth, prudent lending standards, robust risk management philosophy
and low exposure to real estate and corporate bonds. VOF first invested in ACB
in 2020 through a privately negotiated process to purchase a large block from
an institutional investor and increased its exposure in 2022, once again
through a privately negotiated process.
( )
Khang Dien Homes (Quoted, HOSE: KDH, Market Cap: USD1.1 billion, FY25 total
return -8.4%):
We anticipate a continuing recovery in the real estate sector which is
expected to boost KDH's approvals and sales of new projects. KDH handed over
The Privia, a 1,043 apartment unit project in the fourth quarter of 2024. The
company has a joint venture with Keppel, the leading Singaporean real estate
developer, to launch the Gladia by the Waters project which is a premier
riverside landed and high-rise development in Ho Chi Minh City. We expect a
high uptake for this new project thanks to KDH's reputation for high quality
product and partnership with a premier international developer. We remain
bullish on the prospects for the company given their strong track record in
delivering new projects to the market, the continuing recovery in the real
estate market and the undersupply of high quality housing in Vietnam.
Investment background: Established in 2001, KDH is a leading developer of
landed property, including townhouses and villas in southern Vietnam. It is
particularly known for its strong presence in Ho Chi Minh City and its ability
to secure and complete land title and documentation is highly prized by home
buyers. The long-term growth prospects for residential real estate developers
like KDH remain very promising, driven by the persistent demand for new
housing units across the country. The business is well managed with solid
fundamentals and a prudent net debt-to-equity ratio (the lowest amongst its
peer group) and minimal exposure to corporate bond issuance, which has been a
problem for lower quality real estate developers. VOF first invested in KDH in
2008 before the company was listed, through a privately negotiated investment.
VinaCapital previously served on the board and supervisory committee.
Hoa Phat Group (Quoted, HOSE: HPG, Market Cap: USD6.7 billion, FY25 total
return -6.4%):
At the half year stage we reported that HPG's share price had declined due to
the continued impact of slower demand from real estate projects. The
company's performance is expected to be supported by improving margins,
expanded capacity and output in key products like hot-rolled coil, and a
strategic focus on the domestic market as demand is expected to strengthen
over the coming years.
HPG is a beneficiary of the Vietnamese government's push for aggressive
infrastructure spending (highways, bridges, seaports, airports and railways)
for the next decade. It will also benefit from an uptick in real estate
development. HPG recently signed an agreement with Germany's SMS Group to
develop a specialised production line for high-speed railway tracks. This puts
HPG as the only manufacturer in Southeast Asia capable of producing high-speed
rail components, joining an elite group of players that includes Japan's JFE
Steel, Austria's Voestalpine and China's Baosteel. This initiative is a
critical step in supporting the government's flagship USD67 billion North -
South high-speed railway project that is slated for development.
Investment background: Established in 1992, HPG today is Vietnam's largest
steel producer by a wide margin with over 30% market share. The company
supplies high-quality construction steel for a variety of sectors, including
factories, industrial parks, logistics, infrastructure projects and
residential developments. VOF first invested in Hoa Phat in 2007 before it was
listed, through a privately negotiated transaction. The company was, at the
time, outside of the top ten steel producers in the country, in what was then
a highly fragmented market. VinaCapital previously appointed a representative
to serve on the board and supervisory committee.
FPT Corporation (Quoted, HOSE: FPT, Market Cap: USD6.7 billion, FY25 total
return -5.3%):
FPT benefits from global tailwinds of increasing IT spending, driven by AI
automation, data centre systems, and cloud computing. FPT has been a strong
contributor to VOF's investment returns since we first invested in 2017. We
took some profits reflecting the high valuation of the company and prior to a
fall in the share price during the year under review. However, we remain
positive on the long-term outlook for the company. In the first quarter of
2025, the company inaugurated a Semiconductor and AI research centre in Da
Nang City in Binh Dinh province, with a vision to develop this area into a
"Silicon Bay" of Vietnam. The centre, covering 93 hectares with a total
investment of USD172 million, aims to drive AI research and development while
also building an urban living area designed to attract top technology talent.
Da Nang has provided favourable incentives to develop the area into a
high-tech hub, coupled with the region's abundance of renewable energy. FPT is
an internationally competitive company with, according to its 2024 annual
report, approximately half of its revenues coming from overseas. In the
domestic market, FPT is a beneficiary of the nation's sweeping digital
transformation push as part of the domestic reforms to digitalize government
services and cultivate a more dynamic, tech-oriented and sustainable private
sector.
Investment background: Established in the 1990s, FPT is Vietnam's leading
technology and software service company, which derives most of its revenues
from software outsourcing and broadband services, the growth of which is being
driven by growing global IT spending and increased spending on digital
transformation projects by corporations and local governments in Vietnam. VOF
first invested in 2017 to acquire a large block of FPT shares through a
privately negotiated process and added further to the holding in 2023/24.
MB Bank (Quoted, HOSE: MBB, Market Cap: USD6.1 billion, FY25 total return
6.7%):
We invested in MBB in the second half of 2024. It has the largest customer
base in Vietnam, with over 32 million active accounts. MBB has one of the
highest current account / savings account (CASA) ratios in Vietnam, which
provides it with a strong cost of funding advantage and above average net
income margin. MBB's credit growth for the first half of 2025 was 12.5%.
Investment background: MB Bank is a leading Vietnam-based financial
institution. It is engaged in commercial banking services and derivative
products for both individual and institutional clients. The bank, through its
subsidiaries and platforms, provides other financial services such as
insurance (life and non-life insurance), consumer finance, wealth management
and securities brokerage services, where it is leveraging their rapid
digitisation and mobile applications to accelerate growth across these
services.
Vietnam Prosperity Bank (HOSE: VPB, Market Cap: USD5.7 billion, FY25 total
return 9.2%):
VPB reported robust results for the fourth calendar quarter of 2024, with an
improvement in net interest margin, a modest reduction in the proportion of
non-performing loans and a substantial increase in net profit for the year. In
the first half of 2025 credit grew by 20%, primarily driven by SME and
corporate clients, which accounts for 60% of the bank's total loans. For the
whole of 2025, we expect credit growth of over 30%, with a high rate of growth
likely to continue in 2026 and 2027. The bank's asset quality remains stable
with the non-performing loan level unchanged in the first half of 2025.
Investment background: Established in 1993, VPB owns a comprehensive ecosystem
of financial services to serve the fast-growing retail segments (banks,
brokerages, insurance and consumer finance). It is also one of the four banks
to receive a substantial credit growth quota for the next five years from the
State Bank of Vietnam (we expect growth of more than 20% per annum vs. the
sector's expected 14% growth) owing to its role in the restructuring of a
weaker bank, GP Bank. VOF first invested in VPB via a privately negotiated
process in March 2020 during the onset of the global pandemic. A sharp
correction in the local market created an opportunity for us to take a
shareholding in this fast-growing commercial bank at a reasonable valuation.
In June 2023, VOF invested a further USD39.5 million by way of a privately
negotiated transaction.
Thu Cuc Hospital Group (Unquoted - Private Equity, NAV: 4.0%, FY25 unrealised
total return +8.5%):
Thu Cuc's earnings during the year under review were approximately 10% below
projections due to lower patient volumes. This was partly driven by increased
competition in the Hanoi area. The company also suffered from short term cost
pressures from imported drug costs and higher medical staff salaries. However,
private health care is projected to grow strongly in Vietnam, driven by an
increasingly affluent middle class and this is reflected in the independent
valuation of this asset. The management team is prioritising growth through
the introduction and development of high margin services. VinaCapital is also
exploring with Thu Cuc's management opportunities for expansion in Hanoi and
the surrounding region, building on our previous experience of successfully
growing healthcare businesses.
Investment background: Established in 2011, Thu Cuc developed into Hanoi's
largest private healthcare provider, serving mid- and high-income individuals
seeking high-quality medical services unavailable at local public hospitals.
VOF purchased 24.4% of the shares of Thu Cuc in 2020 and it remains an
important allocation in the portfolio to develop and continue to grow our
healthcare investment platform that serves domestic needs.
Phu Nhuan Jewelry (HOSE: PNJ, Market Cap: USD1.1 billion, FY25 total return
-13.1%):
After strong 24 carat gold sales in the first half of 2024 due to a sharp rise
in gold prices, sales of gold declined in the 12 months under review due to
new regulations to curb the supply of raw materials. PNJ focused on retail
Jewelry sales and achieved respectable y-o-y growth. This was a creditable
performance amid a weakening overall jewelry market and a broader slowdown in
retail consumption. PNJ's blended gross profit margins expanded thanks to a
change in revenue structure with a greater emphasis on retail sales and
optimised core product portfolio strategy and production capacity. We remain
optimistic on the long-term prospects for the company thanks to its leading
market share in the segment and large distribution network of 428 stores in 31
out of 34 provinces in Vietnam. It is also expected to benefit from long-term
tailwinds in Vietnam as a growing middle class has more disposable income.
Investment background: Established in 1988, PNJ has developed into a leading
jewelry company in Vietnam with over 60% market share in the high-end segment,
being a well-respected and trusted brand amongst consumers thanks to its long
history and continuously evolving portfolio of jewelry that young consumers
respond well to. PNJ benefits from the fast-growing discretionary and luxury
spending of the country's emerging middle class. VOF first invested in 2007
through a privately negotiated process.
Vinhomes (Quoted: HOSE: VHM, Market Cap: USD12.1 billion, FY25 total return
82.2%):
VHM has been a stand-out performer and a significant contributor to
performance over the past year. Its share price has almost doubled in the last
12 months, primarily as a result of buying by retail investors in Vietnam,
driven by positive sentiment and a view that Vinhomes will be a significant
beneficiary of domestic reforms, including the Vietnamese government's push to
develop local champions that can be competitive internationally. Furthermore,
Vinhomes remains within the reach of Vingroup as a subsidiary of this
conglomerate, with Vingroup holding a 73.5% direct stake in Vinhomes. The
parent company Vingroup has been one of the strongest performers and
contributors to the stock market over the past year. Taking advantage of
strong price performance, we exercised our sell discipline to trim VOF's
holding throughout the recent rally in the stock price.
Investment background: VHM was established in 2002 and first listed in 2018.
Vinhomes is a subsidiary of Vingroup, Vietnam's largest conglomerate. Vinhomes
is also Vietnam's largest residential real estate developer, with a strong
track record of delivering large scale, mid-to-high-end developments across
major cities in Vietnam. Vinhomes projects are renowned as all-in-one
megaprojects that are integrated with Vingroup's ecosystem spanning
healthcare, education, leisure, retail, transportation, and automotive
services. VOF first invested in VHM in 2020.
KIDO Group (Quoted, HOSE: KDC, Market Cap: USD670 million, NAV: 3.7%, FY25
total return +7.0%):
In July 2024, we invested USD35 million in KIDO Group (KDC) shares as part of
a strategic initiative to strengthen our position in Vietnam's consumer
sector.
As part of this collaboration, we supported KDC in acquiring Tho Phat, a
consumer food manufacturer, a move expected to be a key growth catalyst. The
target company has a long history of producing and distributing frozen and
fresh food to convenience stores, supermarkets, mini-format outlets, and other
distribution channels, with a network spanning nearly 10,000 points of sale
nationwide. This acquisition complements KDC's core businesses in edible oil
and ice cream, which are reaching maturity, and aligns with KDC's long-term
strategy to expand both domestically and internationally
Investment background:
Kido Group was established in 1993 and specialises in confectionery, frozen
products and cooking oils. VOF's very first investment was in KDC and the
current investment is our sixth into the group. The previous five investments
produced a weighted gross realised IRR of over 26% and a multiple of 1.6x
invested capital. The
management of KDC are proven entrepreneurs with a successful track record and
we are pleased to back them again in their latest venture.
Valuations of privately negotiated investments
In addition to the quoted equity portfolio, VOF also holds investments in
private companies and, on occasion, privately negotiated instruments in public
companies. At the financial year-end, the overall carrying value of these
investments was written down by USD6.8 million.
The most significant change was a reduction of USD23.0 million in the value of
our investments in IN Holdings, which consist of a combination of equity and
secured loans. The adjustment to the valuation reflected difficult trading
conditions in IN Holdings' conference centres and particular challenges in the
restaurant sector.
As previously reported, we have private investments structured as loans to
three real estate companies: Hung Thinh Land (HTL), NovaGroup and Dat Xanh
Services (DXS) and which are in default. We continue to work to resolve the
security through securing asset swaps and negotiating new repayment plans for
these loans and the associated interest. HTL settled part of the repayments
due during the financial year but the remaining repayments were delayed,
resulting in a reduction of USD4.6 million in the valuation of this asset at
the year-end. We are monitoring the company's repayment capacity and working
on a new repayment plan, whilst concurrently exploring alternative solutions
including potential asset swaps. These reductions were offset by improvements
at NovaGroup, for which the valuation was increased by USD10.6 million at the
year-end and where we have made significant progress in swapping a portion of
the receivable into multiple assets. One asset was secured and is undergoing a
sale process, whilst for the remaining receivables we have agreed a new
repayment plan. We have also made progress in negotiating a new swap
agreement with DXS and the carrying value of this investment was increased by
USD 4.1 million.
Our investment in hospital chain Thu Cuc which is described above increased in
value by USD 1.8 million at the year-end. Under the terms of our exit from Tam
Tri Medical in June 2025, we have a small receivable, which is valued at 30
June 2025 based on the terms of the exit agreement and has accordingly been
increased by USD4.1 million versus its carrying value.
ESG Reporting and Voting
Responsible investing has been and continues to be a core tenet of
VinaCapital's investment philosophy and process. VinaCapital, as a firm, has
long recognised that ESG issues can have a significant impact on value
creation across the investment cycle. The Investment Manager has adopted a
Responsible Investment policy to formalise its approach to incorporating
environmental, social, and corporate governance considerations across its
investment activities. In developing this policy, VinaCapital has considered a
range of codes and standards, including the United Nations-supported PRI, the
IFC's Performance Standards on Environmental and Social Sustainability, and
its internal policies.
VinaCapital has developed a framework to identify ESG risks at potential
investee companies, and helps businesses improve their practices, where
appropriate, by incorporating ESG terms as part of its overall terms of
investment in private opportunities. VinaCapital engages expert advisors and
consultants to evaluate ESG risks as part of its due diligence activities
prior to investing, as well as monitoring any applicable remediation actions
post-investment.
VinaCapital has committed to adopting and implementing the PRI, which
VinaCapital believes is in the best long-term interests of its investors, and
which contributes to a long-term oriented, transparent, sustainable, and
well-governed investment market. While VinaCapital aims to adopt best
practices of ESG in its investment activities and at its portfolio companies,
VinaCapital also takes a pragmatic approach, recognising the limitations of
investing in developing markets. VinaCapital therefore focuses less on
screening companies solely on ESG issues, and more on stewardship activities
where VinaCapital believes that a patient timeframe and active engagement can
improve outcomes.
VinaCapital's engagement takes various forms including voting, direct
discussions with management, and educational initiatives, among others. ESG
forms a core part of the due diligence and investment activities that the
Company carries out, particularly in private equity investments, as this is an
area in which VinaCapital can exert influence within its portfolio companies.
Through its private equity investment approach, VinaCapital has an opportunity
to carry out ESG due diligence using external consultants, or through its
in-house ESG expertise.
The due diligence review typically identifies weaknesses relative to local and
international standards. Such weaknesses do not necessarily deter the Company
from making an investment but rather provide a clear roadmap for improvement.
Importantly, with recommendations for change, VinaCapital can gauge whether a
sponsor is motivated to make these improvements to their business. VinaCapital
feels that the greatest value added to the business and in society comes from
the motivation for change and the actions that a company takes to improve ESG
weaknesses and, thus, VinaCapital gravitates more towards these types of
opportunities and sponsors. For publicly listed companies, VinaCapital has
implemented a rigorous framework to assess ESG risks and encourage companies
to improve their practices when warranted.
In the year to 30 June 2025, VinaCapital's research team made over 151
assessments of publicly listed companies, including those held in the
Company's public equity portfolio. VinaCapital applies this evaluation to the
listed part of VOF's portfolio to determine the weighted average results of
the portfolio at the current point in time. The discussions around ESG revolve
around our proprietary framework of over 200 questions that cover 17 areas of
focus, including management and corporate structure; business ethics; energy,
water, pollution, waste management, and greenhouse gas emissions;
biodiversity; employee related issues such as wages, health, employment
conditions; and community impacts. With this understanding, VinaCapital can
set a benchmark as to where it would like the Company's portfolio to be in the
next twelve to twenty-four months. Actions such as encouraging management
teams to make impactful improvements or divesting holdings that rank poorly by
ESG standards will be taken to achieve VinaCapital's objectives.
Voting Activities
As stewards of its investors' capital, VinaCapital systematically engages with
its investee companies on governance and voting matters. VinaCapital's
engagement takes various forms including voting, direct discussions with
management, and education initiatives, among others. As part of VinaCapital's
Voting Policy that applies to all funds that VinaCapital manages, a core
principle is that VinaCapital seeks to actively participate and vote, directly
or through proxy voting, on all resolutions. VinaCapital has published its ESG
Policy on VinaCapital's website and encourages investors to review the
policies and principles that guide VinaCapital's approach to responsible
investing and stewardship.
We will generally exercise the voting rights for resolutions associated with
the following matters:
· Corporate governance issues, including changes in the statutes of
incorporation (such as amendments to the memorandum and/or articles of
association), takeover, merger or disposal, acquisition and other corporate
restructuring, and anti-takeover provisions;
· Changes to capital structure, including increases and decreases of capital and
preferred stock issuances, approval of rights, bonus issue and warrants, and
special dividend distributions (dividends in specie);
· Amendments to stock option schemes and other management compensation issues;
· Environmental, Social and Corporate responsibility issues;
· Compensation issues, including remuneration and operating expenses for the
board of directors and supervisory board, adjustments in management rewards,
the purchase of liability insurance for executives, Employee Stock Ownership
Programs (ESOPs), and rewards for surpassing board performance targets;
· Business routine issues, encompassing the report regarding the audit
committee, business results and plans, and amendments and supplements to the
company's charter, including changes to the legal representative, fiscal year,
company name, headquarters, business certification, business registration,
business lines, and transactions with subsidiaries; and
· Any other issue that may significantly affect the Company's interests.
During the year to 30 June 2025, 18 investments held in the VOF portfolio held
their AGM. This included public and private companies, where VOF achieved a
100% voting participation rate representing 177 resolutions, in compliance
with our voting policy. Of the 177 resolutions that we voted on, we
abstained on 2 and voted against 2 of these resolutions, while we supported
the remaining 173 resolutions.
Of the 177 resolutions, 34 votes related to ESG matters, representing 19% of
voting resolutions. The ESG category predominately captures resolutions that
relate to the "Governance" element of ESG, including for example: the
appointment and removal of board members, and members of the supervisory
committee; appointment of external auditors; or amendments to the company
charter and internal policies. There were very few resolutions tabled by the
portfolio companies that relate to Environmental or Social matters, perhaps a
reflection of the stage of immaturity of this developing market in addressing
these concerns. The other two categories where the majority of votes fall are:
62 votes related to Business Routine matters, representing 35% of voting
resolutions, and 23 votes related to Compensation matters, representing 13% of
voting resolutions.
A detailed report outlining the Investment Manager's approach to ESG is
available on VinaCapital's web site at vinacapital.com/esg.
Investment Outlook
VOF's portfolio will continue to evolve as we aim to improve risk-adjusted
returns in light of the economic and market environment. While we accept that
we live in a world which is facing a number of political and economic
challenges, we remain optimistic that Vietnam is well placed to continue on
its long term growth trajectory. We believe that if the Vietnamese government
is able to deliver its core vision then Vietnam will continue to benefit from
a vibrant and growing economy, which will produce the types of investment
opportunity which have driven VOF's long term growth.
Khanh Vu
Managing Director
VinaCapital Vietnam Opportunity Fund
23 October 2025
VINACAPITAL MANAGEMENT TEAM
Don Lam
Group Chief Executive Officer
Don Lam is a founding partner of the Investment Manager and has more than 20
years' experience in Vietnam. He has overseen the Investment Manager's growth
from the manager of a single USD10 million fund in 2003 into a leading
investment management and real estate development firm in Southeast Asia, with
a diversified portfolio of more than USD3 billion in assets under management.
Before founding the Investment Manager, Mr Lam was a partner at
PricewaterhouseCoopers (Vietnam), where he led the corporate finance and
management consulting practices throughout the Indochina region. Additionally,
Mr Lam set up the VinaCapital Foundation whose mission is to empower the
children and youth of Vietnam by providing opportunities for growth through
health and education projects. He is active in the World Economic Forum and is
a member of several business task forces and committees in Vietnam. He has a
degree in Commerce and Political Science from the University of Toronto and
received an honorary doctorate from the Royal Melbourne Institute of
Technology Vietnam. He is a Chartered Accountant and is a member of the
Institute of Chartered Accountants of Canada. He also holds a Securities
Licence in Vietnam.
Brook Taylor
Chief Executive Officer, VinaCapital Asset Management
Brook Taylor is the Group Chief Operating Officer of the Investment Manager
and Chief Executive Officer of Asset Management. Mr Taylor has more than 20
years of management experience, including more than eight years as a senior
partner with major accounting firms. Previously, he was deputy managing
partner of Deloitte in Vietnam and head of the firm's audit practice. He was
also managing partner of Arthur Andersen Vietnam and a senior audit partner at
KPMG. Mr Taylor has lived and worked in Vietnam since 1997. Mr Taylor's
expertise spans a broad range of management and finance areas including
accounting, business planning, audit, corporate finance, taxation, and risk
management. He holds an Executive MBA from INSEAD and a Bachelor of Commerce
and Administration from Victoria University of Wellington.
Alex Hambly
Chief Investment Officer
Alex Hambly is the Group Chief Investment Officer of the Investment Manager,
appointed in July 2024, and, since 2020, he has served as a member of VOF's
Investment Committee. He has over 30 years of global investment experience
working with Barclays, HSBC, British International Investment, Prudential and
a leading Asian family office. In this time, he has lived and worked in the
UK, India, Vietnam and Singapore. From 2003 to 2007 he served as Chief
Executive Officer and Chief Investment Officer of Prudential's fund management
business in Vietnam, and in total he has more than 12 years' investment
experience in Vietnam. He holds a Bachelor of Arts (Hons) degree in Modern
History from Durham University, UK.
Khanh Vu
Portfolio Manager, Managing Director
Khanh Vu is Managing Director and Portfolio Manager of the Investment Manager,
where he oversees all aspects of portfolio management and investor relations.
He joined the firm in 2010 and was promoted to his current role in 2025. Khanh
is a member of the Investment Committee and has over 20 years of experience
across asset management, investment banking, and corporate finance. Prior to
joining VinaCapital, he held roles at Macquarie Bank in New York and Sydney,
and earlier at Deloitte & Touche and Arthur Andersen in Sydney. He holds
both Master's and Bachelor's degrees from the University of New South Wales,
and a Graduate Diploma in Applied Finance from FINSIA, where he is a Fellow.
Michael Kokalari
Chief Economist
Michael Kokalari, CFA serves as VinaCapital's Chief Economist and is
responsible for providing thought leadership and technical acumen on a wide
range of global and local macroeconomic issues with a view to maximising the
Company's investment performance. Mr Kokalari has worked in Vietnam for
fifteen years and was previously the Head of Research at CIMB Securities
Vietnam, and the Chief Investment Officer of Saigon Asset Management. Earlier
in his career, Mr Kokalari was a derivatives trader in Tokyo & London
where he ran multi-billion dollar trading books for Lehman Brothers, JP Morgan
Chase, Credit Suisse First Boston, BNP Paribas and West LB. Mr Kokalari
co-authored the CFA guide to Credit Derivatives, and was a contributor to
"Risk Management: Foundations for a Changing Financial World" (published in
2010), along with Nobel Prize winners Myron Scholes and William Sharpe of
Stanford University. Mr Kokalari holds an MS Engineering in Computational
Mathematics from Stanford University, an MS Mathematics from Stanford, an MS
Management
from the Graduate School of Business at Stanford, and a BA Mathematics from
Clark University, where he was a Gryphon and Pleiades Scholar.
BOARD OF DIRECTORS
Huw Evans
Non-executive Chairman (Independent)
(Appointed 27 May 2016)
Chair of the Board
Chair of the Nomination Committee
Huw Evans qualified in London as a Chartered Accountant with KPMG (then Peat
Marwick Mitchell) in 1983. He subsequently worked for three years in the
Corporate Finance Department of Schroders before joining Phoenix Securities
Limited in 1986. Over the next twelve years he advised a wide range of
companies in financial services and other sectors in the UK and overseas on
mergers and acquisitions and more general corporate strategy. Since 2005 he
has acted as a Director of a number of companies and funds. He holds an MA in
Biochemistry from Cambridge University. Huw is a UK resident.
Huw will retire at the conclusion of the AGM on 3 December 2025.
Charlotta Ginman
Non-executive Director (Independent)
(Appointed 2 January 2025)
Charlotta Ginman is a member of the Institute of Chartered Accountants in
England and Wales and an experienced Non-Executive Director. She previously
held investment banking positions at UBS, Deutsche Bank and JP Morgan, before
transitioning to senior finance roles at Nokia and Vertu. After a successful
executive career, she moved to Non-Executive Director roles at a range of
international companies in sectors such as technology, telecommunications,
healthcare and financial services. Charlotta is a UK resident.
Charlotta will take over the roles of Chair of the Audit Committee and Chair
of the Management Engagement Committee at the conclusion of the AGM on 3
December 2025.
Peter Hames
Non-executive Director (Independent)
(Appointed 24 June 2021)
Chair of the Remuneration Committee
Peter Hames spent 18 years of his investment career in Singapore, where in
1992 he co-founded Aberdeen Asset Management's Asian operation and, as
director of Asian Equities, he oversaw regional fund management teams
responsible for running a number of top-rated and award-winning funds. Peter
is a former director of Polar Capital Technology Trust plc, Syncona Ltd
(formerly BACIT Ltd) and a former independent member of the operating board of
Genesis Investment Management, LLP. Peter is a Guernsey resident.
Julian Healy
Non-executive Director (Independent)
(Appointed 23 July 2018)
Chair of the Audit Committee
Julian Healy has over thirty years' experience of banking, private equity and
investment management in emerging and frontier markets. He has been a
non-executive director of a number of companies and financial institutions in
emerging markets. He holds an MA in Modern Languages from Cambridge University
and is a member of the Institute of Chartered Accountants in England and
Wales. Julian is a UK resident.
Julian will step down from his current role of Chair of the Audit Committee at
the conclusion of the AGM on 3 December 2025 but will remain a Non-executive
Director.
Kathryn Matthews
Non-executive Director (Independent)
(Appointed 10 May 2019)
Chair of the Management Engagement Committee
Kathryn Matthews has been involved in financial services for the last 40
years. Her last executive role was as Chief Investment Officer, Asia Pacific
(ex-Japan), for Fidelity International. Prior to that, Kathryn held senior
appointments with William M Mercer, AXA Investment Managers, Santander Global
Advisers and Baring Asset Management. She is currently a director of JPMorgan
Asia Growth and Income Trust and was previously a director of a number of
investment companies including Fidelity Asian Values and JPMorgan Chinese
Investment Trust. Kathryn is a UK resident.
Kathryn will take over the role of Chair of the Company and Chair of the
Nomination Committee at the conclusion of the AGM on 3 December 2025.
Hai Thanh Trinh
Non-executive Director (Independent)
(Appointed 30 June 2022)
Hai Thanh Trinh has over 35 years' business experience, having held various
managerial and senior executive positions at financial services institutions
in Vietnam and in the United States including Indochina Capital, New
York Life and BAOVIET Insurance Group. Prior to joining the Company, he used
to serve as an Independent Director at Saigon Hanoi Commercial Bank, and he is
an independent director of An Binh Commercial Bank. Independent Director and
Chairman of the Audit Committee of Van Phu Invest, a listed real estate
developer in Vietnam. He holds an MBA in Finance and Investment from The
George Washington University, a FFSI (Fellow of LOMA Financial Services
Institute) and a LLIF granted by LIMRA Leadership Institute and The Wharton
School (University of Pennsylvania). Hai is a Vietnam resident.
DISCLOSURE OF DIRECTORSHIPS IN OTHER PUBLIC COMPANIES LISTED ON RECOGNISED
STOCK EXCHANGES
Directorships Stock Exchange
Company Name
Huw Evans*
None -
Charlotta Ginman
JPMorgan India Growth & Income plc London
Gamma Communications plc London
Boku, Inc AIM
Unicorn AIM VCT Plc London
Peter Hames
None -
Julian Healy
None -
Kathryn Matthews
JPMorgan Asia Growth & Income Plc London
Hai Thanh Trinh
Van Phu Investment Joint Stock Company Vietnam
An Binh Commercial Joint Stock Bank Vietnam
The Board is required to declare any potential conflicts at each meeting.
During the year, no Director reported any potential conflicts that may affect
their independence.
*Huw Evans retired from the Board of Third Point Investors Limited with effect
from 14 August 2025.
CORPORATE GOVERNANCE STATEMENT
The Board is responsible for strategy and has established an annual programme
of agenda items under which it reviews the objectives and strategy for the
Company.
To comply with the UK Listing Regime, the Company must comply with the
requirements of the UK Code. The Company is also required to comply with the
Guernsey Code. The Company is a member of the AIC and, by complying with the
AIC Code, the Company is deemed to comply with both the UK Code and the
Guernsey Code. The Board has considered the Principles and Provisions of the
AIC Code. The AIC Code addresses the Principles and Provisions set out in the
UK Code, as well as setting out additional Provisions on issues that are of
specific relevance to the Company as an investment company. The Board
considers that reporting against the Principles and Provisions of the AIC
Code, which has been endorsed by the Financial Reporting Council and the
Guernsey Financial Services Commission, provides relevant information to
shareholders. The AIC Code is available on the AIC website (www.theaic
(http://www.theaic) .co.uk). It includes an explanation of how the AIC Code
adopts the Principles and Provisions set out in the UK Code to make them
relevant for investment companies.
The UK Code includes provisions relating to the role of the chief executive,
executive directors' remuneration and the need for an internal audit function.
For the reasons set out in the AIC Code, and as explained in the UK Corporate
Governance Code, the Board considers that these provisions are not relevant to
the Company, being an externally managed investment company. The Company has
therefore not reported further in respect of these provisions.
The Board is of the view that throughout the year ended 30 June 2025, the
Company complied with the recommendations of the AIC Code. Key issues
affecting the Company's corporate governance responsibilities, how they are
addressed by the Board and application of the AIC Code are presented below.
Provision 1 of the AIC Code requires the annual report to set out the
following information:
How opportunities and risks to the future success of the business have been An overview of the Company's performance is set out in the Chairman's
considered and addressed Statement, and a more detailed review is set out in the Investment Manager's
Report. A detailed review of risk management is set out below.
The sustainability of the company's business model The sustainability of the business model is set out in the Viability Statement
below.
How its governance contributes to the delivery of its strategy The approach to governance is set out in this section of the Annual Report, in
particular the section 172 statement below and the description of the board
structure.
There is no information that is required to be disclosed under the UK Listing
Rule 6.6.1.
Section 172 Statement
Section 172 of the UK Companies Act applies directly to UK domiciled
companies. Nonetheless, the intention of the AIC Code is that the matters set
out in section 172 are reported on by all London listed investment companies,
irrespective of domicile, provided that this does not conflict with local
company law.
Section 172 states that: A director of a company must act in the way he or she
considers, in good faith, would be most likely to promote the success of the
company for the benefit of its members as a whole, and in doing so have regard
(amongst other matters) to the six items (a) to (f) in the table below. A
summary of relevant activities is also included in the table:
Section 172(1) statement area Response
(a) the likely consequences of any decision in the long term, In managing the Company, the aim of the Board and the Investment Manager is
always to ensure the long-term sustainable success of the Company and,
therefore, the likely long-term consequences of any decision are a key
consideration. In managing the Company during the year under review, the Board
acted in the way which it considered, in good faith, would be most likely to
promote the Company's long-term sustainable success and to achieve its wider
objectives for the benefit of shareholders as a whole, having had regard to
the Company's wider stakeholders and the other matters set out in section 172
of the UK Companies Act.
(b) the interests of the Company's employees, The Company does not have any employees.
(c) the need to foster the Company's business relationships with suppliers, The Board's approach is described under "Stakeholders" below.
customers and others,
(d) the impact of the Company's operations on the community and the The Board's approach is described under ESG below.
environment,
(e) the desirability of the Company maintaining a reputation for high The Board's approach is described under "Culture and Values" below.
standards of business conduct, and
(f) the need to act fairly as between members of the company. The Board's approach is described under "Stakeholders" below.
Actions taken by the Board which fall under the scope of Section 172
During the year, the Board received regular quarterly reports from the
Investment Manager, the Joint Corporate Brokers, and its marketing and
distribution advisors on market conditions and the views of shareholders.
Purpose
The Company is an investment company, and its purpose is to provide
non-Vietnamese shareholders with the opportunity to achieve medium to
long-term returns through investment in Vietnam.
Culture and Values
The Directors' overarching duty is to promote the success of the Company for
the benefit of its investors, with due consideration of other stakeholders'
interests. The Company's approach to investment is explained in the Investment
Manager's Report. The Board applies various policies and practices to ensure
that the Board's culture is in line with the Company's purpose, values and
strategy. The Directors aim to achieve a supportive business culture combined
with constructive challenge.
The Company has a number of policies and procedures in place to assist with
maintaining a culture of good governance including those relating to
diversity, conflicts of interest, and dealings in the Company's shares. The
Company's policy is to have zero tolerance of corruption, bribery and tax
evasion either by the Company and its officers or by its suppliers.
The Board assesses and monitors compliance with these policies regularly
through Board meetings and the annual evaluation process. The Board seeks to
appoint the most appropriate service providers for the Company's needs and
evaluates the services on a regular basis. The Board considers the culture of
the Investment Manager and other service providers through regular reporting
and by receiving regular presentations as well as through ad hoc interaction.
The Board also seeks to control the Company's costs, thereby enhancing
performance and returns for the Company's shareholders. The Directors consider
the impact on the community and environment.
ESG
The Board takes a close interest in ESG issues. It receives regular reports
from the Investment Manager on the development of best practice in Vietnam and
on the Investment Manager's approach to ESG. It also receives reports on
engagement with individual investee companies. As management of the portfolio
is delegated to the Investment Manager, the practical implementation of policy
rests with the Investment Manager. A description of the Investment Manager's
approach to ESG issues and examples of how the Investment Manager carries out
their ESG due diligence are included in the Investment Manager's Report.
Stakeholders
The Company is an externally managed investment company whose activities are
all outsourced. It does not have any employees. The Board has identified its
key stakeholders, and how the Company engages with them, in the table below:
Stakeholder Key Considerations Engagement
Shareholders As an investment company, the shareholders are, in effect, both VOF's owners A detailed explanation of the Company's approach is set out under Relations
and its customers, obtaining investment returns from VOF. A well-informed and With Shareholders below.
supportive shareholder base is crucial to the long-term sustainability of the
Company. Understanding the views and priorities of shareholders is, therefore,
fundamental to retaining their continued support.
The Board receives regular reports from the Investment Manager as well as
independent reports from the Joint Corporate Brokers and the other
organisations engaged in promoting the Company on relations with, and any
In considering shareholders, the Board's key considerations are: views expressed by, shareholders.
- Overall investment returns;
- The ability to maintain, and potentially grow, the dividend; The Board provides shareholders with the opportunity to review the future of
the Company every five years.
- Controlling the discount (and potentially the premium) at which shares trade
to net asset value;
- Control of costs; and
- An acceptable balance between risk and reward in investments.
Investment Manager Management of the investment portfolio is delegated to the Investment Manager. The Board engages in regular, open and detailed communication with the
Investment performance is crucial to the long-term success of the Company. Investment Manager. It reviews in detail the overall performance of the
Company and of individual investments. The relationship with and performance
of the Investment Manager is monitored and reviewed by the Management
Engagement Committee.
In setting investment management fees, the Board seeks to achieve an
appropriate balance between value for money and an incentive to retain a
strong and capable portfolio management team along with supporting staff and
infrastructure.
Stakeholder Key Considerations Engagement
Administrator & Company Secretary and other key service providers. The Administrator and Company Secretary are key to the effective running of The Administrator and Company Secretary attend all Board meetings.
the Company.
The Management Engagement Committee undertakes an annual review of the key
The Company has a number of other key service providers, each of which service providers, encompassing performance, level of service and cost. Each
provides an important service to the Company and ultimately to its provider is an established business, and each is required to have in place
shareholders. suitable policies to ensure that they maintain high standards of business
conduct, treat customers fairly, and employ corporate governance best
practice.
All bills and expense claims from suppliers are paid in full, on time and in
compliance with the relevant contracts.
While portfolio investments are not stakeholders in the conventional sense,
the Board acknowledges its responsibility to ensure where possible that
investee companies adhere to good standards of conduct with regard to their
own stakeholders. In some cases, the Investment Manager may have the capacity
to affect these matters directly; in others, the scale of the Company's
investment gives it the ability to influence the management of its investee
holdings.
Relations with Shareholders
The Company aims to provide shareholders with a full understanding of the
Company's investment objective, policy and activities, its performance and the
principal investment risks by means of informative annual and half year
reports. This is supplemented via the publication by the Investment Manager of
a monthly fact sheet, daily and weekly estimates of the NAV per share and a
regular series of video presentations, all of which are available on the
Company's website (https://
(https://aztecfseu-my.sharepoint.com/personal/tinashe_gondora_aztecgroup_co_uk/Documents/Microsoft%20Teams%20Chat%20Files/e%20(https:/)
vof.vinacapital.com).
A detailed analysis of the substantial shareholders of the Company and reports
from the Joint Corporate Brokers on investor sentiment and industry issues are
provided to the Directors at each Board meeting. The Chairman and
representatives of the Investment Manager are available to meet shareholders
to discuss strategy and to understand any issues and concerns which they may
have. The results of such meetings are reported at the following Board
meeting.
The Directors welcome the views of all shareholders and place considerable
importance on communications with them. Shareholders wishing to communicate
with the Chairman, the SID or any other member of the Board, may do so by
writing to the Company, for the attention of the Company Secretary, at the
Registered Office.
The Annual General Meeting of the Company provides a forum for shareholders to
meet and discuss matters with the Directors of the Company.
Re-election and Tenure of Directors
As set out in the AIC Code, Directors submit themselves for annual re-election
and in any event as soon as it is practical after their initial appointment to
the Board. The Board has adopted a formal policy requiring that all Directors
should stand down at the AGM following the ninth anniversary of their initial
appointment. The Board's formal policy is also that the Chairman should stand
down at the AGM following the ninth anniversary of their initial appointment
as a Director.
The Board commissioned an independent review of its operations during the year
from Lintstock Ltd, which concluded that the Board was operating effectively
with no significant issues reported. Each of the Directors makes a significant
contribution to the work of the Board and to the running of the Company. The
attendance record of each Director at regular and ad hoc meetings of the Board
is an indication that they are committed in their roles and have sufficient
time to fulfil them. A recommendation will be made to shareholders to vote in
favour of the Directors' election/ re-election at the AGM.
As he has served as a Director for over nine years, in line with best
corporate governance practice Huw Evans will retire at the conclusion of the
Meeting
Board Proceedings and Relationship with the Investment Manager
The Chairman encourages open debate to foster a supportive and co-operative
approach for all participants.
The Board meets formally seven times each year and representatives of the
Investment Manager are in attendance, when appropriate, at each meeting.
During the year under review, the Board held one meeting in person with the
Investment Manager in Vietnam and two meetings in Europe. In addition, five
formal Board meetings were held during the year under review by video
conference during which the portfolio and its performance was reviewed. The
Board will continue to arrange a combination of video conferences and meetings
in person, while recognising the cost and the environmental impact of
international travel.
The Board, at its regular meetings, undertakes reviews of key investment and
financial data, revenue projections and expenses, analysis of asset
allocation, transactions, share price and NAV performance, marketing and
shareholder communication strategies, the risks associated with pursuing the
investment strategy, peer company information and industry issues. In addition
to the scheduled meetings, ad hoc meetings of the Board are held during the
year to deal with any significant matters which arise and which are attended
by those directors who are available at the time.
The Board has agreed a schedule of matters specifically reserved for decision
by the Board. This includes establishing the investment objectives, strategy
and benchmarks, the permitted types or categories of
investments, the markets in which transactions may be undertaken, the level of
permitted borrowings, the amount or proportion of the assets that may be
invested in any category of investment or in any one investment, and the
Company's treasury share and share buyback policies. Representatives of the
Investment Manager attend each meeting of the Board to address questions on
specific matters and to seek approval for specific transactions which the
Investment Manager is required to refer to the Board. The Board has delegated
discretion to the Investment Manager to exercise voting powers in investee
companies on the Company's behalf.
The Investment Manager is generally responsible for routine announcements of
information but the Board is responsible for communications regarding major
corporate issues.
The Directors have access to the advice and services of the Company Secretary,
who is responsible to the Board for ensuring that the Directors are aware of
the procedures to be followed in relation to corporate governance matters. The
Company Secretary is also responsible for ensuring good information flows
between all parties.
At Board meetings, the Company Secretary provides a report in which the
Directors are given key information on the Company's regulatory and statutory
requirements as they arise, including information on the role of the Board,
matters reserved for its decision, the terms of reference for the Board
Committees, the Company's corporate governance practices and procedures and
the latest financial information. It is the Chairman's responsibility to
ensure that the Directors have sufficient knowledge to fulfil their roles and
Directors are encouraged to undertake training courses where appropriate.
Continued appointment of the Investment Manager
Following an annual appraisal carried out by the Management Engagement
Committee, the Board considers that it is in the best interests of
shareholders to continue with the appointment of VinaCapital Investment
Management Ltd as the Investment Manager.
Board Committees
There are four Board committees in operation: the Audit Committee, the
Management Engagement Committee, the Remuneration Committee and the Nomination
Committee. A summary of the duties of each of the Committees is provided
below. The chair of each Committee presents their findings to the Board at the
next Board meeting following each Committee meeting.
The terms of reference of each committee can be obtained from the Company
Secretary.
Audit Committee
The Audit Committee, which meets at least three times a year, comprises all of
the Directors and is chaired by Julian Healy. Charlotta Ginman will take over
the chair of the Committee on 3 December 2025 at the conclusion of the AGM.
The Committee as a whole has competence relevant to the investment companies
sector. Three members of the Committee: Julian Healy, Charlotta Ginman and Huw
Evans are Chartered Accountants and each has recent and relevant financial
experience. The Board notes that the AIC Code permits the Chairman of the
Board to be a member of the Audit Committee of an investment company. In light
of the fact that the Board consists of only six members and, recognising the
Chairman's accounting qualification and experience, the Audit Committee
resolved to continue the Chairman's appointment to the Committee during the
year. When Kathryn Matthews is appointed as chair of the Company with effect
from 3 December 2025, she will not serve on the Committee but will be invited
to attend meetings as an observer.
The Audit Committee is responsible for monitoring the process of production
and ensuring the integrity of the Company's Financial Statements and reports
to the Board on whether the Annual Report and Financial Statements are fair,
balanced and understandable. The Audit Committee is also responsible for
overseeing the relationship with the External Auditor and the Company's
process for assessing and managing risk. The responsibilities and activities
of the Audit Committee are set out in detail in the Report of the Audit
Committee below.
Management Engagement Committee
The Management Engagement Committee comprises all of the Directors and is
chaired by Kathryn Matthews. When Kathryn Matthews is appointed as chair of
the Company on 3 December 2025, Charlotta Ginman will take over the role of
Chair of the Management Engagement Committee. The Committee's responsibilities
include reviewing the performance of the Investment Manager under the
Investment Management Agreement and considering any variation to the terms of
the agreement. The Management Engagement Committee also reviews the
performance of the Company Secretary, Joint Corporate Brokers, Custodian,
Administrator, Registrar, other key service providers and any matters
concerning their respective agreements with the Company.
Remuneration Committee
The Remuneration Committee comprises all of the Directors and is chaired by
Peter Hames. The Committee's responsibilities include reviewing the ongoing
appropriateness and relevance of the remuneration policy; determining the
individual remuneration of the Chairman and each non-executive director; and
the selection and appointment of any remuneration consultants who advise the
Committee.
The Directors' Remuneration Report is set out below.
Nomination Committee
The Nomination Committee comprises all of the Directors and is chaired by Huw
Evans. Following Huw's planned retirement at the AGM on 3 December 2025,
Kathryn Matthews will take over the role of chair of the Nomination Committee.
The Committee's responsibilities include reviewing the structure, size and
composition of the Board and making recommendations to the Board in respect of
any changes; succession planning for the Chairman and the remaining
non-executive directors; making recommendations to the Board concerning the
membership and chairmanship of the Board committees; identifying and
nominating for the approval of the Board candidates to fill Board vacancies;
and, before any new appointment is recommended, evaluating the balance of
skills, knowledge, experience and diversity within the Board and preparing an
appropriate role description. The Committee will seek to ensure that for any
recruitment process a suitably diverse list of candidates is considered. The
Chairman absents himself from discussions on succession to his own role.
During the year under review, the Nomination Committee managed the process
which led to the appointment of Charlotta Ginman as a Non-Executive Director
on 2 January 2025. The Committee engaged an independent consultant, Nurole
Ltd, to assist in the search.
Board Composition
As at the date of this report the Board consists of six non-executive
directors, each of whom is independent of the Investment Manager. No member of
the Board is a Director of another investment company managed by the
Investment Manager, nor has any Board member been an employee of the Company,
its Investment Manager or any of its service providers.
Julian Healy is the SID. The SID provides shareholders with someone whom they
can contact if they have concerns which cannot be addressed through the normal
channels. The SID is also available to act as an intermediary between the
other Directors and the Chairman (if required). The role serves as an
important check and balance in the governance process.
The Board reviews the independence of the Directors at least annually.
Board Diversity
The Board believes that each Director has appropriate qualifications, industry
experience and expertise to guide the Company and that the Board as a whole
has an appropriate balance of skills, experience, background and knowledge. As
at the date of this report, the Board comprises four men and two women. One of
the directors is Vietnamese and resident in Vietnam. The Directors'
biographies can be found within the Board of Directors section. The gender
identity and ethnic background reporting as at 30 June 2025 is provided on the
following page.
Gender Identity Number of Board members Percentage of the Board
Male 4 67%
Female 2 33%
Ethnic Background Number of Board members Percentage of the Board
White British or other White (including minority white groups) 5 83%
Asian 1 17%
Note: UK Listing Rule 6.6.6R(11): The data in the above table was reviewed by
each individual board member.
As an externally managed company, the Company does not have any employees. The
Board acknowledges the importance of diversity for the effective functioning
of the Board which helps create an environment for success and effective
decision making. The Board is aware of the recommendations of the Hampton
Alexander Review on gender diversity and the Parker Review on ethnic diversity
and inclusion on company boards. The Company's policy is that in making
appointments it will seek to avoid any discrimination based on age, gender,
ethnicity, sexual orientation, disability or educational, professional and
socio-economic backgrounds. Following Huw Evans' planned retirement on 3
December 2025, the Board will meet the targets on gender diversity and ethnic
diversity. As the Board is made up wholly of non-executive directors it only
has two roles which are classed in the UK Listing Rules as "senior", namely
the Chairman and SID. Following Huw Evans' planned retirement, the role of
Chair will be filled by a female director, while the role of SID will be
filled by a male director. The Board is focused on addressing all of the
relevant targets and, through its Nomination Committee, will keep these
matters under regular review and will take account of the targets when
appointing further board members in the future.
Appointment of New Directors
The Board seeks to ensure that any vacancies arising are filled by the best
qualified candidates. The Board's policy is that the Company's Directors
should bring a wide range of skills, knowledge, experience, backgrounds and
perspectives to the Board. All appointments are made on merit, and in the
context of the skills, knowledge and experience that are needed for the Board
to be effective. Part of the remit of the Board's Nomination Committee is,
before any new appointment is recommended, evaluating the balance of skills,
knowledge, experience and diversity within the Board.
For new appointments to the Board, nominations are sought from the Directors
and from other relevant parties, and independent search consultants are
appointed when appropriate. Candidates are then interviewed by members of the
Nomination Committee. The Board has a breadth of experience relevant to the
Company, and the Directors believe that any changes to the Board's composition
can be managed without undue disruption. Any incoming Directors of the Company
participate in a full, formal and tailored induction programme.
During the year ended 30 June 2025, the number of scheduled Board and
Committee meetings attended by each Director was as follows (the number in
brackets is the number of meetings for which the individual was a director of
the company and so eligible to attend):
Board Meetings Audit Committee Meetings Management Engagement Committee Nomination Committee Remuneration Committee Meetings
Meetings Meetings
Attendance
Huw Evans 8(8) 6(6) 1(1) 1(1) 1(1)
Charlotta Ginman* 4(4) 2(2) 0(0) 0(0) 0(0)
Peter Hames 8(8) 6(6) 1(1) 1(1) 1(1)
Julian Healy 8(8) 6(6) 1(1) 1(1) 1(1)
Kathryn Matthews 8(8) 6(6) 1(1) 1(1) 1(1)
Hai Thanh Trinh 8(8) 6(6) 1(1) 1(1) 1(1)
*Charlotta Ginman was appointed as a Director of the Company with effect from
2 January 2025.
Meetings of the Management Engagement Committee, Remuneration Committee and
Nomination Committee were held on 3 October 2024, 4 October 2024, 6 October
2025 and 7 October 2025. In addition to the scheduled meetings noted above, a
number of ad hoc Board and Committee meetings were held during the year which
were attended by those Directors available at the time.
Board Performance
The Board has a formal process to evaluate its own performance, that of its
Committees and that of its Chairman annually. The provisions of the AIC Code
require a FTSE 350 company to have its annual evaluation carried out in
conjunction with an independent agency every three years and a review was
carried out in 2025 by an external evaluator, Lintstock Ltd. The next external
review will take place in 2028. This review raised no issues of significance,
and the Board was satisfied that the structure, mix of skills and operation of
the Board and each of its Committees continue to be effective and relevant for
the Company.
Internal Controls and Risk
(i) Risk Management System
Day to day management of risk is the responsibility of the Investment Manager,
whose ERM framework provides a structured approach to managing risk across all
of its managed funds by establishing a risk management culture through
education and training, formalised risk management procedures, defining roles
and responsibilities with respect to managing risk, and establishing reporting
mechanisms to monitor the effectiveness of the framework. The Audit Committee
works closely with the Investment Manager on the application, consideration
and review of the ERM framework to the Company's risk environment.
Regular risk assessments and reviews of internal controls are undertaken by
the Audit Committee. At each meeting, the Audit Committee considers both
previously identified and emerging risks. The Administrator and Company
Secretary and other service providers are also encouraged to provide their
views on emerging risks. The reviews cover the strategic, investment,
operational and financial risks facing the Company. In arriving at its
judgement of the risks which the Company faces, the Board has considered the
Company's operations in light of the following factors:
● the nature and extent of risks which it regards as acceptable for the Company
to bear within its overall business objective;
● the threat of such risks becoming reality;
● the Company's ability to reduce the incidence and impact of risk on its
performance; and
● the cost to the Company and benefits related to the Company of third parties
operating the relevant controls.
(ii) Internal Control Assessment Process
Responsibility for the establishment and maintenance of an appropriate system
of internal control rests ultimately with the Board. However, the Board is
dependent on the Investment Manager and other service providers to achieve
this and a process has been established which seeks to:
● review the risks faced by the Company and the controls in place to address
those risks;
● identify and report changes in the risk environment;
● identify and report changes in the operational controls;
● identify and report on the effectiveness of controls and errors arising; and
● ensure no override of controls by the Investment Manager or Administrator or
any other service provider.
The Company's operations are organised and overseen as follows:
● investment management is provided by the Investment Manager. The Board is
responsible for the overall investment policy and monitors the investment
performance, actions and regulatory compliance of the Investment Manager at
regular meetings;
● accounting for the Company and subsidiaries is provided by Aztec Group;
● fund administration is provided by Aztec Group;
● custody of those assets which can be held by a third-party custodian is
undertaken by Standard Chartered Bank;
● the Management Engagement Committee monitors the contractual arrangements with
each of the key service providers and their performance under these contracts;
● mandates for authorisation of investment transactions and expense payments are
set by the Board and documented in the Investment Management Agreement;
● the Board receives financial information produced by the Investment Manager
and by Aztec Group on a regular basis. Board meetings are held regularly
throughout the year to review such information; and
● actions are taken to remedy any significant failings or weaknesses, if
identified.
(iii) Risk Management
The Board has undertaken a robust review of the principal risks and
uncertainties facing the Company including those that would threaten its
business model, future performance, solvency or liquidity. A risk matrix and
heat map prepared by the Investment Manager and subject to detailed scrutiny
by the Audit Committee are the key tools in this review, along with a
mechanism at each quarterly Audit Committee meeting to consider and monitor
any emerging risks. The principal risks are described in the following table
together with a description of the mitigating actions taken by the Board.
Geopolitical
Description Mitigating Action
Risks to global growth emerged in February 2022 as a result of the conflict The Investment Manager takes full account of economic risks in managing the
between Russia and Ukraine, continued throughout the year under review and Company's investments. The Investment Manager has continued to review existing
were further heightened by the outbreak of conflict between Israel and Hamas and potential investments with particular attention to the economic effects of
in October 2023. increased global inflation and geopolitical tension.
There is also a risk of an increase in the geopolitical tensions in the Asia
region and between some Asian and the United States. Some countries and
trading blocs are increasingly adopting protectionist policies, which could be
detrimental to international trade.
Macroeconomic and Market
Description Mitigating Action
Opportunities for the Company to invest in Vietnam have come about through the The Board is regularly briefed on political and economic developments by the
liberalisation of the Vietnamese economy. Were the pace or direction of change Investment Manager. The Investment Manager publishes a monthly report on the
to the economy to alter in the future, the interests of the Company could be Company which includes information and comment on macroeconomic and, where
damaged. There is a continuing risk that more recent efforts to stimulate the relevant, political developments relating to Vietnam.
economy will not be successful.
The Investment Manager takes full account of the economic environment through
Changes in the equilibrium of international trade caused, for example, by the its sector allocation and stock selection.
imposition of tariffs could affect the Vietnamese economy and the companies in
which the Company is invested.
As Vietnam becomes increasingly connected with the rest of the world,
significant world events will have a greater impact on the country. The
consequences of these events are not always known and, in the past, have led
to increased uncertainty and volatility in the pricing of investments. The
consequences of world events continue to be felt in the risk of heightened
inflation and higher interest rates intended to combat this and the resulting
effects on exchange rates.
Investment Performance
Description Mitigating Action
The Investment Management Agreement requires the Investment Manager to provide The Board maintains close contact with the Investment Manager and key
competent, attentive, and efficient services to the Company. If the Investment personnel of the Investment Manager attend each Board meeting.
Manager was not able to do this or if the Investment Management Agreement were
terminated, there could be no assurance that a suitable replacement could be
found and, under those circumstances, the Company could suffer a loss of
value. The Board reviews the performance of the Investment Manager annually and
provides feedback to the Investment Manager on matters that could be improved.
The performance of the Company's investment portfolio could be poor, either
absolutely or in relation to the Company's peers. Within the portfolio, The Board monitors the Company's portfolio of underlying investments and
individual investments could suffer a partial or total loss of value. For some receives regular reports on the performance of the portfolio and on the
structured investments, downside protections are subject to risk that the underlying investments. The Investment Manager seeks to limit risks by
counterparty is unable to meet their obligations. investing in a portfolio with limits on exposure to market sectors and to
individual investments. Privately negotiated investments are closely
scrutinised at all stages from initial investment, through ongoing regular
monitoring and at the exit stage. During the year under review, particular
There is a risk that privately negotiated deals are not executed at the best attention was paid to the risks and thence the valuations of unlisted
possible price or that the timing of deals is not optimal due to the presence investments. The Investment Manager is based in Vietnam and closely monitors
of co-investors who may have different liquidity or timing requirements. all developments which may affect investee companies. The Investment Manager
attends all Board meetings.
There is also a risk that the Investment Manager is not able to access
suitable private equity investments. Private equity investments are subject to
higher execution risk than the risks associated with trading in public
markets. Satisfactory performance of private equity investments relies on
detailed and continuing management oversight.
Operational
Description Mitigating Action
The Company is dependent on third parties for the provision of all systems and The Board receives regular reports from the Investment Manager and key third
services (in particular, those of the Investment Manager and the party suppliers on the adequacy of their internal policies, controls and risk
Administrator) and any control failures or gaps in these systems and services management. It also receives formal assurance each year from the Investment
could result in a loss or damage to the Company. Manager and other service providers on the adequacy and effectiveness of their
internal controls, including those concerning cyber risk.
The Board has taken measures to ensure segregation of functions by appointing
an independent administrator and Standard Chartered Bank as custodian for
those assets which can be held by a third-party custodian. The internal
controls reports from the independent administrator and Standard Chartered
Bank are reviewed annually and any exceptions raised are considered in order
to assess the integrity and robustness of the internal controls in place at
both organisations.
Fair Valuation
Description Mitigating Action
The risks associated with the fair valuation of the portfolio could result in The Board reviews the fair valuation of the listed and unlisted investment
the NAV of the Company being misstated. portfolio with the Investment Manager at the end of each quarter and focuses
in particular on any unexpected or sharp movements in market prices.
The quoted companies in the portfolio are valued at market price but many of
the holdings are of a size which would make them difficult to liquidate at The weekly, monthly and year-end NAV calculations are prepared by the
these prices in the ordinary course of market activity. Company's Administrator and reviewed by the Investment Manager.
The unlisted securities are valued at their quoted prices on UPCoM or using The Board has appointed independent external valuers to assist in determining
quotations from brokers, but many of the holdings are of a size which may make fair values of certain private equity investments at the year end in
them difficult to liquidate at these prices in the ordinary course of market accordance with International Financial Reporting Standards.
activity.
The remaining valuations are prepared by the Investment Manager using industry
The fair valuation of operating assets and private equity investments is standard methodologies and all valuations are reviewed by the Audit Committee
carried out according to international valuation standards. The investments and approved by the Board.
are not readily liquid and may not be immediately realisable at the stated
carrying values.
The values of the Company's underlying investments are, on a 'look-through'
basis, mainly denominated in VND whereas the Company's Financial Statements
are prepared in USD. The Company makes investments and receives income and
proceeds from sales of investments in USD. The Company does not hedge its VND
exposure, so exchange rate fluctuations could have a material effect on the
NAV. The sensitivity of the NAV to exchange rates is set out in note 19(a) of
the Financial Statements.
Legal and Regulatory
Description Mitigating Action
Failure to comply with relevant regulation and legislation in Vietnam, The laws and regulations in Vietnam continue to develop. The Investment
Guernsey, Singapore, the British Virgin Islands or the UK may have an impact Manager maintains a risk and compliance department which monitors compliance
on the Company. with local laws and regulations as necessary. Locally based external lawyers
(typically members of major international law firms) are engaged to advise on
portfolio transactions where necessary.
Although there are anti-bribery and corruption policies in place at the
Company, the Investment Manager and all other key service providers, the
Company could be damaged and suffer losses if any of these policies were As to its non-Vietnamese regulatory and legal responsibilities: (i) the
breached. Company is administered in Guernsey by an independent administrator which
reports to the Board at each Board meeting on Guernsey compliance matters and
more general issues applicable to Guernsey companies listed on the LSE, and
(ii) the Investment Manager monitors legal, regulatory and tax issues in
Singapore and the BVI, where the Company owns subsidiaries.
The Investment Manager and other service providers confirm to the Board at
least annually that they maintain anti-bribery and corruption policies and are
required to disclose any breaches of these policies.
Changing investor sentiment
Description Mitigating Action
As a Company investing mainly in Vietnam, changes in investor sentiment The Investment Manager has an active Investor Relations programme, keeping
towards Vietnam and/or emerging and frontier markets in general may lead to shareholders and other potential investors regularly informed on Vietnam in
the Company becoming unattractive to investors. Changes in international general and on the Company's portfolio in particular. At each Board meeting
investor sentiment could lead to reduced demand for its shares and a widening the Board receives reports from the Investment Manager, from the Joint
discount. Corporate Brokers and from the UK Marketing and Distribution partner and is
updated on the composition of, and any movements in, the shareholder register.
The Chairman is also available to communicate with major shareholders
directly, independent of the Investment Manager.
There has been a marked increase in shareholder activism in the investment
companies sector, leading to some corporate actions. In seeking to make the Company attractive to investors seeking an income the
Company pays regular dividends.
In seeking to manage the discount, the Board has also approved and implemented
an extensive share buy-back programme, which is discussed under Discount
Management below.
ESG Risk
Description Mitigating Action
As responsible investors, the Board and Investment Manager are aware of the As set out in the Corporate Governance Statement under "ESG" and in the
growing focus on ESG matters. There is a risk that the value of an investment Investment Manager's Report under "ESG and Voting Principles", the Board takes
could be damaged for example by a failure of governance and/or a failure to a close interest in ESG issues and receives regular reports on progress in
protect the environment, employees or the wider community in which a company this increasingly important area. The Investment Manager integrates ESG
operates. As evidence of the effects of climate change grows, there is analysis into its portfolio management process. VinaCapital has increased its
increasing focus by shareholders on investment companies' role in influencing resources focused on ESG matters and its engagement with investee companies.
investee companies' approach to environmental risks. Climate change and other ESG risks are also considered when valuing
investments both before investment and when held in VOF's portfolio.
Emerging risks
1. A further escalation of geopolitical tension could destabilise the Asian
region, damaging international trade and the Vietnamese economy.
2. The use of misinformation to influence popular opinion is contributing to the
decay of political and social norms, and reduced reliance on generally
accepted truth and reason. This encourages mistrust and the success in some
countries of more extreme political parties. Misinformation may have uncertain
direct or indirect consequences for portfolio companies.
(iv) Internal Audit Function
The Audit Committee has reviewed the need for an internal audit function for
the Company itself. The Committee has concluded that the systems and
procedures employed by the Investment Manager and the Administrator, including
their own internal audit functions, currently provide sufficient assurance
that a sound system of internal control, which safeguards the Company's
assets, is maintained. As all operations of the Company are outsourced to
third parties, an internal audit function specific to the Company is therefore
considered unnecessary. The Investment Manager has an internal audit
department and the Administrator has appointed KPMG Channel Islands Limited as
its internal auditor.
Directors' Dealings
The Company has adopted a Code of Directors' Dealings in Securities.
International Tax Reporting
For purposes of the US Foreign Account Tax Compliance Act, the Company
registered with the IRS as a Guernsey reporting FFI, received a Global
Intermediary Identification Number (GUHZUZ.99999.SL.831), and can be found on
the IRS FFI list.
The CRS is a global standard developed for the automatic exchange of financial
account information developed by the OECD, which was adopted in Guernsey and
which came into effect on 1 January 2016.
The Company made its latest report for CRS and FATCA to the Guernsey Director
of Income Tax in June 2025. The Board ensures that the Company is compliant
with Guernsey regulations and guidance in this regard.
Share Capital and Treasury Shares
The number of shares in issue at the year-end is disclosed in note 11 to the
Financial Statements.
Directors' Interests in the Company
As at 30 June 2025 and 30 June 2024, the interests of the Directors in shares
of the Company are as follows:
Shares held Percentage Shares held Percentage
as at 30 June 2025 of total shares at 30 June 2025 as at 30 of total shares at 30 June
June 2024 2024
Huw Evans 55,000 0.041% 55,000 0.036%
Peter Hames 8,000 0.006% 8,000 0.005%
Julian Healy 25,000 0.018% 20,000 0.013%
Kathryn Matthews 9,646 0.007% 9,464 0.006%
Charlotta Ginman* - - - -
*Charlotta Ginman purchased a total of 4,400 shares on 21 July 2025,
representing 0.003% of the Company's total issued share capital as at 21 July
2025.
Substantial Shareholdings
As at 30 September 2025, the Directors are aware of the following shareholders
with holdings of more than 3% of the ordinary shares of the Company:
30 September 2025
Number of Percentage
ordinary of issued
shares share capital
Shareholder
Lazard Asset Management 15,913,831 12.07
City of London Investment Management 14,934,821 11.33
Hargreaves Lansdown, stockbrokers (EO) 8,594,336 6.52
Interactive Investor (EO) 6,653,732 5.05
Allspring Global Investments 5,116,314 3.88
UBS Wealth Management 4,137,339 3.14
Going Concern
Under the AIC Code and applicable regulations, the Directors are required to
satisfy themselves that it is reasonable to assume that the Company is a going
concern. The Directors have considered carefully the liquidity of the
Company's investments and the level of cash balances as at the reporting date
as well as reviewing forecast cash flows up to 31 December 2026. The Company
has substantial assets, and the Board monitors the liquidity of the portfolio
to ensure that more than enough cash could be realised from asset sales to
meet any unexpected liability over the period. The Company has a credit
facility of USD60 million, under which USD50 million was drawn and
subsequently repaid as at 30 June 2025. The facility will mature in May 2027.
Against this background, the Directors believe that it is appropriate to adopt
the going concern basis in preparing the financial statements.
Viability Statement
The Board considers viability as part of its continuing programme of
monitoring risk. In preparing the Viability Statement, in accordance with the
AIC Code the Directors have assessed the prospects of the Company over a
longer period than the 12 months required by the 'Going Concern' provision.
The Board has considered the Company's business and investment cycles and is
of the view that three years is a suitable time horizon to consider the
continuing viability of the Company, balancing the uncertainties of investing
in Vietnam against having due regard to viability over the longer term.
In assessing the Company's viability, the Board has performed a robust
assessment of controls over the principal risks. The Board considers, on an
ongoing basis, each of the principal and emerging risks as set out above. The
Board evaluated various scenarios of possible future circumstances including a
material increase in expenses and a continued significant and prolonged fall
in the value of its assets and the Vietnamese equity market in general. The
Board also considered the latest assessment of the portfolio's liquidity. The
Board monitors income and expense projections for the Company, with the
majority of the expenses being predictable and modest in comparison with the
assets of the Company. A significant proportion of the Company's expenses is
the ad valorem management fee, which would naturally reduce if the market
value of the Company's assets were to fall.
The Board has concluded that there is a reasonable expectation that the
Company will be able to continue to operate and meet its liabilities as they
fall due over the next three years.
REPORT OF THE BOARD OF DIRECTORS
The Board submits its Annual Report together with the Financial Statements of
the Company for the year ended 30 June 2025.
The Company is a Guernsey domiciled closed-ended investment company. The
Company is classified as a registered closed-ended Collective Investment
Scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 2020 and
is subject to The Companies (Guernsey) Law, 2008 as amended (the "Guernsey
Law"). Prior to March 2016 the Company was a limited liability company
incorporated in the Cayman Islands.
The Company's shares are quoted on the Main Market of the London Stock
Exchange (ticker: VOF).
The Company's investments continue to be managed by the Investment Manager.
Life of the Company
The Company does not have a fixed life but the Board considers it desirable
that shareholders should have the opportunity to review the future of the
Company at appropriate intervals. Accordingly, the Board intends that every
fifth year a special resolution will be proposed that the Company ceases to
continue. If the resolution is not passed, the Company will continue to
operate as currently constituted. If the resolution is passed, the Directors
will be required to formulate proposals to be put to shareholders to
reorganise, unitise, or reconstruct the Company or for the Company to be wound
up. The Board last tabled such a resolution in 2023 and the resolution was not
passed, allowing the Company to continue as currently constituted. The next
such resolution will be put to shareholders in December 2028.
Investment Objective and Policy
The Company's Investment Objective and Investment Policy are set out on page
2.
Gearing
The Board sets the Company's policy on the use of gearing. The Company entered
into a USD60 million secured revolving credit facility with Standard Chartered
Bank in April 2025 and which will mature in May 2027. Previously, the Company
had a USD40 million facility, which was first entered into in March 2022. The
Investment Manager draws funds under the facility from time to time to manage
the Company's cash balances and liquidity.
Valuation Policy
The accounting policy for valuations can be found in note 3.1 to the Financial
Statements.
Key Performance Indicators
The Chairman's Statement and the Investment Manager's Report provide details
of the Company's activities and performance during the year.
In light of the Company's Investment Objective, the KPIs used to measure the
progress of the Company are:
● the Company's NAV total return;
● the Company's share price total return; and
● the discount of the share price in relation to the NAV.
Information relating to the KPIs can be found in the Financial Highlights
section.
A discussion of progress against the KPIs is included in the Chairman's
Statement.
Distribution Policy
Dividend Policy
The Company intends to pay a dividend representing approximately 1% of NAV
twice each year, normally declared in March and October.
The policy will be subject to shareholder approval at each annual general
meeting.
Share Buybacks
The Company may also distribute capital by means of share buybacks when the
Board believes that it is in the best interests of shareholders to do so. The
share buyback programme will be subject to Shareholder approval at each annual
general meeting.
Discount Management
The Board operates the share buyback programme in line with the objective of
ensuring that the share price reflects the underlying NAV per share.
The Board retains responsibility for setting the parameters for the discount
management policy, for overseeing the management of the buyback programme and
for ensuring that its policy is implemented. The Board intends to continue to
seek to manage the discount through the continued use of share buybacks and
active marketing of the Company. The Board's objective is to achieve a
narrowing of the discount in a manner that is sustainable over the longer
term. The Board and the Investment Manager consult regularly with shareholders
and with the Joint Corporate Brokers with a view to assessing and improving
the effectiveness of the buyback programme. Further comments on the buyback
programme are set out in the Chairman's Statement.
Please refer to note 11 of the Financial Statements for details of share
buybacks during the year under review.
Subsequent Events after the Reporting Date
On 23 October 2025, the Board declared a dividend of 7.25 US cents per share.
The dividend is payable on or around 3 December 2025 to shareholders on record
at 31 October 2025.
On behalf of the Board
Huw Evans
Chairman
VinaCapital Vietnam Opportunity Fund Limited
23 October 2025
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Financial Statements for each
financial year which give a true and fair view of the state of affairs of the
Company and of its profit or loss for that year in accordance with IFRS and
the Guernsey Law. International Accounting Standard 1 - Presentation of
Financial Statements requires that financial statements present fairly for
each financial period the Company's financial position, financial performance
and cash flows. This requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the definitions
and recognition criteria for assets, liabilities, income and expenses set out
in the IASB's "Framework for the preparation and presentation of financial
statements". In virtually all circumstances a fair presentation will be
achieved by compliance with all applicable IFRS.
The Directors are also responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to ensure that the Financial Statements have been prepared in
accordance with the Guernsey Law and IFRS. They are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the oversight of the maintenance and
integrity of the corporate and financial information in relation to the
Company's website; the work carried out by the auditors does not involve
consideration of these matters and, accordingly, the auditors accept no
responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website. Legislation in
Guernsey governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
In preparing the Financial Statements, the Directors are required to:
● ensure that the Financial Statements comply with the Company's Memorandum
& Articles of Incorporation and IFRS;
● select suitable accounting policies and apply them consistently;
● present information including accounting policies, in a manner that provides
relevant, reliable, comparable and understandable information;
● make judgements and estimates that are reasonable and prudent;
● prepare the Financial Statements on the going concern basis, unless it is
inappropriate to presume that the Company will continue in business; and
● provide additional disclosures when compliance with the specific requirements
of IFRS is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the Company's financial position
and financial performance.
The Directors confirm that they have complied with these requirements in
preparing the Financial Statements.
Responsibility Statement of the Directors in Respect of the Financial
Statements
The Directors consider that the Annual Report and Financial Statements, taken
as a whole, are fair, balanced and understandable and provide information
necessary for shareholders to assess the Company's position, performance,
business model and strategy. Each of the Directors confirms to the best of
each person's knowledge and belief that:
a) the Financial Statements have been prepared in accordance with IFRS and
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company as at and for the year ended 30 June 2025; and
b) the Annual Report includes a fair review of the development and
performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that the Company faces.
Directors' Statement
So far as each of the Directors is aware, there is no relevant audit
information of which the Company's External Auditor is unaware, and each
Director has taken all of the steps that they ought to have taken as a
Director to make themselves aware of any relevant audit information and to
establish that the Company's External Auditor is aware of that information. In
the opinion of the Board, the Annual Report and Financial Statements taken as
a whole, are fair, balanced and understandable and provide the information
necessary to assess the Company's position, performance, business model and
strategy.
On behalf of the Board
Huw Evans
Chairman
VinaCapital Vietnam Opportunity Fund Limited
23 October 2025
REPORT OF THE AUDIT COMMITTEE
On the following pages, I present the Report of the Audit Committee for the
year ended 30 June 2025, setting out the Audit Committee's structure and
composition, principal duties and key activities during the year. As in
previous years, the Audit Committee has reviewed the Company's financial
reporting, the independence and effectiveness of the External Auditor and the
internal control and risk management systems of the service providers.
Structure and Composition
The Audit Committee is chaired by Julian Healy. Charlotta Ginman will take
over the Chair of the Committee on 3 December 2025 at the conclusion of the
AGM. All other Directors of the Company are members of the Audit Committee.
Please see the Corporate Governance Statement on page 28 for further
information on membership of the Committee.
Appointment to the Audit Committee is for as long as members are directors of
the Company, provided that members remain independent of the Investment
Manager and meet the criteria for membership of the Audit Committee.
The Committee conducts formal meetings at least three times a year. The table
in the Corporate Governance Statement sets out the number of Audit Committee
meetings held during the year ended 30 June 2025 and the number of such
meetings attended by each Committee member. The External Auditor is invited to
attend those meetings at which the audit plan for the year is reviewed and at
which the annual and interim reports are considered. The External Auditor and
the Audit Committee Chairman meet every year without the presence of either
the Administrator or the Investment Manager and at other times if the Audit
Committee deems this to be necessary.
Principal Duties
The role of the Audit Committee includes:
● monitoring the integrity of the published Financial Statements of the Company
and advising the Board on whether, taken as a whole, the Annual Report and
Financial Statements are fair, balanced and understandable and provide the
information necessary for shareholders to assess the Company's performance,
business model and strategy;
● recommending to the Board the valuation of investments;
● reviewing and reporting to the Board on the significant issues and judgements
made in the preparation of the Company's Annual Report and Financial
Statements, having regard to matters communicated by the External Auditor,
significant financial returns to regulators and other financial information;
● monitoring and reviewing the quality and effectiveness of the External Auditor
and their independence and making recommendations to the Board on their
appointment, reappointment, replacement and remuneration; and
● carrying out a robust assessment of the principal risks facing the Company and
including in the Annual Report and Financial Statements a description of those
risks and explaining how they are being managed or mitigated.
External Auditor - review
The independence and objectivity of the External Auditor is reviewed by the
Audit Committee, which also reviews the terms under which the External Auditor
is appointed to perform any non-audit services. The Audit Committee has
established policies and procedures governing the engagement of the External
Auditor to provide non-audit services. These are that the External Auditor may
not provide a service which:
● places them in a position to audit their own work;
● creates a mutuality of interest;
● results in the External Auditor functioning as a manager or employee
of the Company; and
● puts the External Auditor in the role of advocate of the Company.
The audit and any non-audit fees proposed by the External Auditor each year
are reviewed by the Audit Committee taking into account the Company's
structure, operations and other requirements during the period and the
Committee makes recommendations to the Board.
The Audit Committee has examined the scope and results of the external audit,
its cost effectiveness and the independence and objectivity of the External
Auditor, with particular regard to non-audit fees, and considers EY as
External Auditor, to be independent of the Company. The review of the half
year report was assurance related and the Committee believes that EY was best
placed to provide this service for the shareholders and that this did not
compromise its independence.
The External Auditor is required to rotate the Audit Engagement Partner
responsible for the Company's audit every five years. The accounting year to
30 June 2025 is the second year for which EY is the External Auditor and 2025
was the first year for which Ove Svejstrup has been the Audit Engagement
Partner.
Key Activities
The following sections discuss the principal assessments made by the Audit
Committee during the year:
Risk Management
The Audit Committee received and reviewed detailed reports on the principal
risks facing the Company from the Investment Manager. The Audit Committee's
reviews focused on changes to the risks and also considered whether the
Company was subject to any new or emerging risks, taking account of the views
of the Investment Manager, of other service providers and of Committee
members' own awareness of issues which may affect the Company. In the year
under review, particular attention was paid to the key risks as described in
the Corporate Governance Statement, namely risks under the headings: (i)
geopolitical (ii) macroeconomic and market (iii) investment performance, (iv)
operational, (v) fair valuation, (vi) legal and regulatory, (vii) changing
investor sentiment and (viii) ESG.
Significant Financial Statement Issues
(a) Valuation of Investments
The Chairman of the Audit Committee and the Chairman of the Board committed a
considerable amount of time to the initial review and oversight of the
valuations of investments throughout the year and particularly when
considering valuations at the financial half-year and year-end period. Since
her appointment to the Board Charlotta Ginman has also participated in, and
made an important contribution to, this work. Their observations formed a key
part of the Audit Committee's review of valuations.
In relation to the listed investments and UPCoM investments where an active
market exists, the Audit Committee confirmed that the Investment Manager has
used the market values published by the relevant stock exchanges as at the
Statement of Financial Position date.
In relation to the private equity investments, the Audit Committee ensured
that the Investment Manager and, where relevant, the Independent Valuer have
applied appropriate valuation methodologies. The Audit Committee currently
engages KPMG Tax and Advisory Limited as the Independent Valuer for some of
the Company's private equity investments where required.
Members of the Audit Committee meet the Independent Valuer and the Investment
Manager at least semi-annually to discuss the valuation process for the
half-year and annual accounts. In seeking to determine the fair value of the
Company's operating asset and private equity investments, the Committee
reviews the reports from the Independent Valuer along with the Investment
Manager's valuation and recommendations. Each individual valuation is reviewed
in detail and, where an Independent Valuer has been retained, their
recommendation may be accepted or modified. Refer to note 3 of the Financial
Statements for further information on the valuation of investments held by the
Company.
The methodologies and valuations as at 30 June 2025 were discussed and
subsequently approved for recommendation to the Board by the Audit Committee
in meetings with the Independent Valuer and the Investment Manager in
September and October 2025. In these meetings, the Audit Committee challenged
the unobservable inputs applied to projected future returns and in particular
as to whether these take due account of the effects of heightened global
inflation, macroeconomic and specific company and industry risks, as well as
any possible effects of climate change.
The Independent Valuer and the Investment Manager were invited to justify the
approach to these issues and confirmed that due account had been taken of the
relevant risks.
The Audit Committee regularly reviews the movement in valuations year on year
including sensitivity factors affecting the valuations.
(b) Calculation of the incentive fee and determination of fair value of the
liability
The incentive fee is calculated by the Administrator, which is independent of
the Investment Manager.
The Audit Committee sought assurance both that the incentive fee and
associated accruals were correctly calculated in compliance with the
investment management agreement. As in previous years, the Audit Committee
instructed CES Investments Ltd to perform an independent, full review of the
relevant calculations. Following this exercise, the Audit Committee was
satisfied that the assumptions used were appropriate and the calculations were
accurate.
Audit Quality Review
The FRC completed an inspection of the External Auditor's audit of the
Company's financial statements for the year ended 30 June 2024. The inspection
covered risk assessment and planning; execution of the audit plan; and
completion and reporting, including the quality of communication with the
Audit Committee. The FRC reported a good quality assessment of the audit which
indicated no Key findings or Other findings(1) were identified.
(1)A Key finding relates to the sufficiency or quality of the audit evidence
obtained, the appropriateness of key audit judgements or other important
matters. An Other finding is raised when the FRC believe specific action
should be taken in response to the finding on future audits.
Effectiveness of the Audit
The Audit Committee had regular interaction and formal meetings with EY to
discuss its proposed approach to the audit and in particular its deployment of
resources in Guernsey and Vietnam, including before the start of the audit to
discuss formal planning and any potential issues, to agree the scope that
would be covered and, after the audit work was concluded, to discuss the
significant issues which arose.
Following evaluation, the Audit Committee was satisfied that there had been
appropriate focus and challenge on the significant and other key areas of
audit risk and assessed the quality of the audit to be good. The Audit
Committee undertakes an evaluation of the performance of the External Auditor
annually.
Audit fees and Safeguards on Non-Audit Services
PwC CI was the previous auditor and was last engaged to review the half year
report for the six months to 31 December 2023. The table below summarises the
remuneration paid by the Company to EY, PwC CI and to other EY and PwC CI
member firms for audit and non-audit services during the years ended 30 June
2025 and 30 June 2024.
Year ended Year ended
30 June 2025 30 June 2024
USD'000 USD'000
Audit and assurance services
- Annual audit - EY 594 518
- Interim review - EY 117 -
- Interim review - PwC CI - 96
Total 711 614
The Audit Committee considers EY and PwC CI to be independent of the Company.
Further, the Audit Committee has obtained EY's confirmation that the services
provided by other EY member firms to the wider VinaCapital organisation do not
prejudice its independence with respect to its role as auditor of the Company.
Terms of reference
During the year under review, the Audit Committee reviewed and recommended to
the Board revisions to its Terms of Reference taking full account of the
Financial Reporting Council's Minimum Audit Standard.
Conclusion and Recommendation
On the basis of its work carried out over the year, and assurances given by
the Investment Manager and the Administrator, the Audit Committee is satisfied
that the Financial Statements appropriately address the critical judgements
and key estimates (both in respect of the amounts reported and the
disclosures). The Audit Committee is also satisfied that the significant
assumptions used to determine the values of assets and liabilities have been
appropriately scrutinised and challenged and are sufficiently robust. At the
request of the Board, the Audit Committee considered and was satisfied that
the 30 June 2025 Annual Report and Financial Statements, taken as a whole,
were fair, balanced and understandable and that they provided the necessary
information for shareholders to assess the Company's position, performance,
business model and strategy.
The Investment Manager and the Administrator confirm to the Committee that
they were not aware of any material misstatements including matters relating
to the presentation of the Financial Statements. The Audit Committee confirms
that it is satisfied that EY has fulfilled its responsibilities with diligence
and professional scepticism.
Following the review process on the effectiveness of the independent audit and
the review of audit and non-audit services, the Audit Committee has
recommended that EY be reappointed for the financial year to 30 June 2026.
As part of the Board evaluation, the activities of the Audit Committee were
reviewed and there were no negative findings and the Committee was deemed to
work effectively.
Julian Healy
Audit Committee Chairman
23 October 2025
DIRECTORS' REMUNERATION REPORT
Directors' Remuneration Policy
The Board's policy is that the remuneration of the independent non-executive
Directors should reflect the experience and time commitment of the Board as a
whole and is determined with reference to comparable organisations and
available market information each year.
The non-executive Directors of the Company are entitled to such rates of
annual fees as the Board at its discretion shall from time to time determine.
In addition to the annual fee, under the Company's Articles of Association, if
any Director is requested to perform extra or special services they will be
entitled to receive such additional remuneration as the Board may think fit.
No component of any Director's remuneration is subject to performance factors.
The rates of fees per Director are reviewed annually, although these reviews
will not necessarily result in any changes in remuneration. Annual fees are
pro-rated where a change takes place during a financial year.
Limit on Aggregate Total Directors' Fees
At the AGM on 10 December 2018, a resolution was approved by shareholders to
increase the maximum aggregate total remuneration to USD650,000.
Recruitment Remuneration Principles
1. The remuneration package for any new Chairman or non-executive Director
will be the same as the prevailing rates determined on the basis set out
below. The fees and entitlement to reclaim reasonable expenses will be set out
in Directors' Letters of Appointment.
2. The Board will not pay any introductory fee or incentive to any person
to encourage them to become a Director but may pay the fees of search and
selection specialists in connection with the appointment of any new
non-executive Director.
3. The Company intends to appoint only non-executive Directors for the
foreseeable future.
Service Contracts
None of the Directors has a service contract with the Company. Non-executive
Directors are engaged under Letters of Appointment and are subject to annual
re-election by shareholders.
Loss of Office
Directors' Letters of Appointment expressly prohibit any entitlement to
payment on loss of office.
Scenarios
The Chairman's and non-executive Directors' remuneration is fixed at annual
rates, and there are no other scenarios where remuneration will vary unless
there are payments for extra or special services in their role as Directors.
It is accordingly not considered appropriate to provide different remuneration
scenarios for each Director.
Statement of Consideration of Conditions Elsewhere in the Company
As the Company has no employees, a process of consulting with employees on the
setting of the Remuneration Policy is not relevant.
Other Items of Remuneration
None of the Directors has any entitlement to pensions or pension-related
benefits, medical or life insurance schemes, share options, long-term
incentive plans, or performance-related payments. No Director is entitled to
any other monetary payment or any assets of the Company except in their
capacity (where applicable) as shareholders of the Company.
Directors' and Officers' liability insurance is maintained and paid for by the
Company on behalf of the Directors. The Company has also provided indemnities
to the Directors in respect of costs or other liabilities which they may incur
in connection with any claims relating to their performance or the performance
of the Company whilst they are Directors.
No Director was interested in any contracts with the Company during the year
or subsequently other than in their role as a Director.
Review of the Remuneration Policy
The Board has agreed that there would be a formal review before any change to
the Remuneration Policy is made; and, at least once a year, the Remuneration
Policy will be reviewed to ensure that it remains appropriate.
Shareholder approval of the Directors' Remuneration Policy
An ordinary resolution for the approval of the Directors' Remuneration Policy
was last approved by shareholders at the AGM which was held on 5 December
2022.
The policy is formally reviewed every three years and the directors have put
forward a further resolution for approval of the Directors' Remuneration
Policy at the Company's forthcoming AGM on 3 December 2025.
Directors' Remuneration Implementation Report
Directors' Emoluments for the Year
The Directors over the past two years have received the following emoluments
in the form of fees:
Year ended
Annual fee 30 June 2025 30 June 2024
with effect
from
1 October 2023
USD USD USD
Huw Evans 115,000 115,000 112,500
Charlotta Ginman(1) 90,000 44,445 -
Peter Hames 95,000 95,000 92,500
Julian Healy 100,000 100,000 97,500
Kathryn Matthews 85,000 85,000 85,000
Hai Thanh Trinh 85,000 85,000 83,750
524,445 471,250
(1) Charlotta Ginman was appointed to the Board on 2 January 2025.
The directors have agreed to increase fees to account for inflation with
effect from 1 October 2025 and the new rates are set out in the table below:
Director Description Total annual remuneration
with effect from 1 October 2025
Huw Evans USD118,450 as Chair USD118,450
Julian Healy USD82,400 directors' fee USD103,000(1)
USD10,300 as Chair of the Audit Committee
USD10,300 for work on valuations
Kathryn Matthews USD82,400 directors' fee USD87,550(2)
USD5,150 as Chair of the Management Engagement Committee
Peter Hames USD82,400 directors' fee USD97,850
USD5,150 as Chair of the Remuneration Committee
USD10,300 for work on listed investments
Hai Trinh USD82,400 directors' fee USD87,550
USD5,150 for additional work carried out in Vietnam
Charlotta Ginman USD82,400 directors' fee USD92,700(3)
USD10,300 for work on valuations
( )
(1)This annual fee rate will apply until the Annual General Meeting in
December 2025, at which point Julian Healy will step down from the role of
Chair of the Audit Committee and his annual fee will then be USD92,700, being
USD82,400 directors' fee and USD10,300 for work on unlisted investments.
(2)This annual fee rate will apply until the Annual General Meeting in
December 2025, at which point Kathryn Matthews will assume the role of Chair
and her annual fee will then be USD118,450
(3)This annual fee rate will apply until the Annual General Meeting in
December 2025, at which point Charlotta Ginman will assume the roles of Chair
of the Audit Committee and Chair of the Management Engagement Committee. Her
annual fee will then be USD108,150.
There are no long-term incentive schemes provided by the Company and no
performance fees are paid to Directors.
In addition, Directors were reimbursed for their expenses incurred in
performance of their duties, including attendance at Board and Annual General
Meetings.
Shareholder Approval of the Directors' Remuneration Implementation Report
An ordinary resolution for the approval of the Directors' Remuneration
Implementation Report will be put to the shareholders at the AGM to be held on
3 December 2025. A similar resolution was put to the previous AGM in December
2024 and votes cast were as follows: -
Vote cast Shares voted Percentage
In favour 64,230,652 95.59%
Against 2,931,501 4.36%
Withheld 32,675 0.05%
On behalf of the Board
Peter Hames
Remuneration Committee Chairman
23 October 2025
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VINACAPITAL VIETNAM OPPORTUNITY FUND LIMITED
Opinion
We have audited the financial statements of VinaCapital Vietnam Opportunity
Fund Limited (the "Company") for the period ended 30 June 2025, which comprise
the Statement of Financial Position, the Statement of Changes in Equity, the
Statement of Comprehensive Income, the Statement of Cash Flows and the related
notes 1 to 20, including material accounting policy information. The financial
reporting framework that has been applied in their preparation is applicable
law and International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board.
In our opinion, the financial statements:
► give a true and fair view of the state of the Company's affairs as
at 30 June 2025 and of its loss for the period then ended;
► have been properly prepared in accordance with IFRS; and
► have been properly prepared in accordance with the requirements of
The Companies (Guernsey) Law 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(ISAs) and applicable law. Our responsibilities under those standards are
further described in the Auditor's responsibilities for the audit of the
financial statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to our audit of
the financial statements as required by the Crown Dependencies' Audit Rules
and Guidance, as applied to Guernsey incorporated Market Traded Companies, and
we have fulfilled our other ethical responsibilities in accordance with these
requirements. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
Overview of our audit approach
Key audit matters ► Misstatement or manipulation of the valuation of the Company's
underlying level 3 investments that contain significant judgement or estimates
Materiality ► Overall materiality of $19.0m which represents approximately 2% of
Total Shareholders' Equity.
An overview of the scope of our audit
Tailoring the scope
In accordance with our engagement letter date 23 May 2024, we have
communicated how we have tailored the scope of our audit. Our assessment of
audit risk, our evaluation of materiality and our allocation of performance
materiality determine our audit scope for the Company. This enables us to form
an opinion on the financial statements. We take into account size, risk
profile, the organisation of the Company and effectiveness of controls,
including controls and changes in the business environment when assessing the
level of work to be performed.
The audit was led from Guernsey, and the audit team included individuals from
the Guernsey and Ho Chi Minh City offices of Ernst & Young and operated as
an integrated audit team. In addition, we engaged our Valuation, Modelling and
Economics ("VME") industry valuation specialists who assisted us in auditing
the valuation of unquoted investments held through the underlying
subsidiaries.
Climate change
The Company has explained climate-related risks in the Risk Management section
of the Corporate Governance Statement and forms part of the "Other
information", rather than the audited financial statements. Our procedures on
these disclosures therefore consisted solely of considering whether they are
materially inconsistent with the financial statements or our knowledge
obtained in the course of the audit or otherwise appear to be materially
misstated.
Our audit effort in considering climate change was focused on the adequacy of
the Company's disclosures in the financial statements as set out in the
conclusion that there was no further impact of climate change to be taken into
account as the investments are valued based on fair value as required by IFRS,
which incorporates climate risk into the valuation although this is not
assessed to be a significant input. The Company has made reference to how ESG
factors have been considered in the valuation of their private equity
investments in note 3.1 (a.2) to the financial statements.
Based on our work we have not identified the impact of climate change on the
financial statements to be a key audit matter or to impact a key audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Risk Our response to the risk
Misstatement or manipulation of the valuation of the Company's underlying Our audit procedures consisted of:
level 3 investments that contain significant judgement or estimates (2025:
$158.3 million, consisting of Private equity investments $91.2 million, Real · Obtaining an understanding of the investment valuation process and
estate $10.4 million, Loans and receivables at FVTPL $46.4 million and Other controls by performing a walkthrough and evaluating the implementation and
net assets $10.3 million, 2024: $224.2 million) design effectiveness of relevant controls;
Refer to the Report of the Audit Committee (page 44); material accounting · Meeting with the Investment Manager and the appointed third-party
policies (page 61); critical estimates and judgements (page 65); and note 8 of specialist to obtain an understanding of the investment methodologies,
the financial statements including the critical estimates and judgements applied to determine the fair
value at 30 June 2025.
The valuation basis of the Company's underlying level 3 investments are
described in notes 3.1 and 19(c) In determining the value, the Investment · On a sample basis, with the assistance of EY VME specialists we obtained
Manager, or their appointed third-party specialist ("specialist") in selected and inspected valuation papers and reports from the Investment Manager and
instances, have used a number of valuation methodologies which utilise specialist and:
significant unobservable inputs, and require significant judgement and
estimations. o assessed if the valuation methodology was appropriate and consistent with
the requirements of IFRS
The fair value of the underlying level 3 investment portfolio may be misstated
or manipulated due to the application of inappropriate methodologies or inputs o vouched certain key inputs, including initial investment price and
to the valuations. quantity, and particulars surrounding collateral and floor protection, into
the valuation models to supporting agreements;
The valuation of the Company's investments is the primary driver of the
Company's Total Shareholders' Equity and the total return generated for o tested the mathematical accuracy of the models by reperforming key
shareholders. calculations;
o engaged EY VME specialists to assess if the overall reported value fell
within a range of reasonable outcomes;
o utilising VME specialists knowledge we challenged the appropriateness of
the inputs used in the models, including significant estimates such as
discount rates, terminal growth rates, prospective financial information,
comparable company multiples and recent relevant transaction data and compared
those against our own market data; and
o where applicable, performed a 'look back' comparison to the available
actual results from previous reporting periods to determine the historical
accuracy of previous forecasts. Where there were material variances between
actual results and previous forecasts, we performed follow-up inquiries with
the Investment Manager to ascertain whether these differences were recurring
of whether adjustments to the use of forecasts figures in the current period
would be required
o We performed audit procedures specifically designed to address the risk of
management influence and the override of controls in the valuation of
investments. This included making inquiries of the specialist, assessing the
data used in the valuation for consistency with other evidence gained during
the audit and performing journal entry testing on entries which impact the
valuation of the underlying level 3 investments
We assessed whether the additional disclosures required for estimates and
valuation assumptions disclosed in the notes were made in accordance with IFRS
13.
Our application of materiality
As communicated in our engagement letter on 23 May 2024, we will communicate
how we have applied materiality in planning and performing the audit. We apply
the concept of materiality in planning and performing the audit, in evaluating
the effect of identified misstatements on the audit and in forming our audit
opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the
aggregate, could reasonably be expected to influence the economic decisions of
the users of the financial statements. Materiality provides a basis for
determining the nature and extent of our audit procedures.
We determined materiality for the Company to be $19.0 million, which is
approximately 2% of Total Shareholders' Equity. We believe that Total
Shareholders' Equity provides us with the best measure of materiality as it is
the Company's primary performance measure for internal and external reporting.
During the course of our audit, we reassessed initial materiality and elected
to update materiality at 30 June 2025 as it, in our professional judgment, was
more appropriate to use the actual results for the financial year.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected misstatements exceeds
materiality.
On the basis of our risk assessments, together with our assessment of the
Company's overall control environment, our judgement was that performance
materiality was 75% of our materiality, namely $14.25m. In the prior year
audit we used 50% of our materiality as the basis for calculating performance
materiality due to it being our first year engaged as external auditor of the
Company, however, we have revised this based on our previous experience as to
the low occurrence of material misstatements. Our objective in adopting this
approach was to ensure that total uncorrected and undetected audit differences
in the financial statements did not exceed our materiality level.
Reporting threshold
An amount below which identified misstatements are considered as being clearly
trivial.
We agreed with the Audit Committee that we would report to them all
uncorrected audit differences in excess of $950k, which is set at 5% of
materiality, as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative
measures of materiality discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
Management( ) is responsible for the other information. The other information
comprises all information in the Annual Report but does not include the
financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is
a material misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Report on other legal and regulatory requirements
Guernsey Company Law exception reporting
We have nothing to report in respect of the following matters in relation to
which the Companies (Guernsey) Law, 2008 requires us to report to you if, in
our opinion:
► proper accounting records have not been kept by the Company, or
proper returns adequate for our audit have not been received from branches not
visited by us; or
► the financial statements are not in agreement with the Company's
accounting records and returns; or
► we have not received all the information and explanations we require
for our audit.
Corporate Governance Statement
We have reviewed the Directors' statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement
relating to the Company's compliance with the provisions of the UK Corporate
Governance Code specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the Corporate Governance Statement is materially
consistent with the financial statements or our knowledge obtained during the
audit:
► Directors' statement with regards to the appropriateness of adopting the going
concern basis of accounting and any material uncertainties identified on page
42.
► Directors' explanation as to its assessment of the Company's prospects, the
period this assessment covers and why the period is appropriate on page 42.
► Director's statement on whether it has a reasonable expectation that the
Company will be able to continue in operation and meets its liabilities on
page 42.
► Directors' statement on fair, balanced and understandable on page 42.
► Board's confirmation that it has carried out a robust assessment of the
emerging and principal risks on page 45.
► The section of the annual report that describes the review of effectiveness of
risk management and internal control systems on page 33 and;
► The section describing the work of the audit committee on page 44.
Responsibilities of Directors
As explained more fully in the Directors' responsibilities statement on page
42, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the Directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment
and maintain professional scepticism throughout the audit. We also:
· Identify and assess the risks of material misstatement of the financial
statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to
design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company's
internal control.( )
· Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
management.
· Conclude on the appropriateness of the Directors' use of the going concern
basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast
significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw
attention in our auditor's report to the related disclosures in the financial
statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause the Company
to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements
represent the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have
complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to
eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Use of our report
This report is made solely to the Company's members, as a body, in accordance
with Article 262 of the Companies (Guernsey) Law 2008. Our audit work has
been undertaken so that we might state to the Company's members those matters
we are required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's members as a
body, for our audit work, for this report, or for the opinions we have formed.
Ove Toennes Svejstrup
for and on behalf of Ernst & Young LLP
Guernsey
23 October 2025
STATEMENT OF FINANCIAL POSITION Note(s) 30 June 2025 USD'000 30 June 2024 USD'000
ASSETS
Financial assets at FVTPL 8 916,619 1,108,320
Prepayments and other assets 10 697 638
Cash and cash equivalents 6 48,676 36,769
Total assets 965,992 1,145,727
LIABILITIES
Accrued expenses and other payables 12 1,821 16,489
Total liabilities 1,821 16,489
SHAREHOLDERS' EQUITY
Share capital 11 124,504 221,284
Retained earnings 839,667 907,954
Total shareholders' equity 964,171 1,129,238
Total liabilities and Shareholders' equity 965,992 1,145,727
Net asset value, USD per share 17 7.13 7.43
Net asset value, expressed in GBP per share 5.20 5.88
The Financial Statements on pages 57 to 88 were approved by the Board of
Directors on 23 October 2025 and signed on its behalf by:
Huw
Evans
Julian Healy
Chairman
Director
The accompanying notes on pages 61 to 88 are an integral part of these
Financial Statements.
STATEMENT OF CHANGES IN EQUITY Note Share capital USD'000 Retained Total equity USD'000
earnings
For the year ended 30 June 2024
USD'000
Balance at 30 June 2023 267,087 856,780 1,123,867
Profit for the year - 72,906 72,906
Total comprehensive income - 72,906 72,906
Transactions with shareholders
Shares repurchased 11 (45,803) - (45,803)
Dividends paid 9 - (21,732) (21,732)
Balance at 30 June 2024 221,284 907,954 1,129,238
Retained
Share capital earnings Total Equity
For the year ended 30 June 2025 Note USD'000 USD'000 USD'000
Balance at 30 June 2024 221,284 907,954 1,129,238
Loss for the year - (47,582) (47,582)
Total comprehensive loss - (47,582) (47,582)
Transactions with shareholders
Shares repurchased 11 (96,780) - (96,780)
Dividends paid 9 - (20,705) (20,705)
Balance at 30 June 2025 124,504 839,667 964,171
The accompanying notes on pages 61 to 88 are an integral part of these
Financial Statements.
STATEMENT OF COMPREHENSIVE INCOME
Note(s) Year ended 30 June 2025 30 June 2024 USD'000
USD'000
Dividend income 14 128,568 53,380
Finance income 206 937
Net (losses)/gains on financial assets at FVTPL 8 (157,354) 46,454
General and administration expenses 15(a) (18,061) (18,098)
Interest expense (347) (603)
Facility set-up costs 10 (594) (319)
Incentive fee 3,15(b),18 - (8,845)
Operating (loss)/profit (47,582) 72,906
(Loss)/profit before tax (47,582) 72,906
Corporate income tax 16 - -
(Loss)/profit for the year (47,582) 72,906
Total comprehensive (loss)/income for the year (47,582) 72,906
Earnings per share
- basic and diluted (USD per share) 17 (0.33) 0.47
- basic and diluted expressed in GBP per share 17 (0.24) 0.37
All items were derived from continuing activities.
The accompanying notes on pages 61 to 88 are an integral part of these
Financial Statements.
STATEMENT OF CASH FLOWS
Note(s) Year ended 30 June 2025 30 June 2024 USD'000
USD'000
Operating activities
(Loss)/profit before tax (47,582) 72,906
Adjustments for:
Net losses/(gains) on financial assets at FVTPL 8 157,354 (46,454)
Dividend income 14 (128,568) (53,380)
Facility set-up costs 10 594 319
Finance expense 15(b) - 603
Finance income (206) -
Loan Interest Expense 347 -
(18,061) (26,006)
Increase/(decrease) in prepayments and other assets 10 (53) 20
Finance income received 206 -
Decrease in liabilities 12 (14,234) (7,262)
(32,142) (33,248)
Purchases of financial assets at FVTPL 8 (81,640) (122,637)
Return of capital from financial assets at FVTPL 8 115,987 198,199
Dividends received 14 128,568 53,380
Net cash generated from operating activities 130,773 95,694
Financing activities
Purchase of shares into treasury 11 (97,214) (46,007)
Proceeds from short term loans and borrowings 13 50,000 -
Repayment of short term loans and borrowings 13 (50,000) (10,000)
Loan interest paid (347) (65)
Facility set-up costs 10 (600) (254)
Dividends paid 9 (20,705) (21,732)
Net cash used in financing activities (118,866) (78,058)
Net change in cash and cash equivalents for the year 11,907 17,636
Cash and cash equivalents at the beginning of the year 6 36,769 19,133
Cash and cash equivalents at the end of the year 6 48,676 36,769
The accompanying notes on pages 61 to 88 are an integral part of these
Financial Statements.
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The Company registered on 22 March 2016 as a closed-ended investment scheme
with limited liability under the Guernsey Law. The Company is registered in
Guernsey with registration number 61765. Prior to that date the Company was
incorporated in the Cayman Islands as an exempted company with limited
liability.
The Company is classified as a registered closed-ended Collective Investment
Scheme under the Protection of Investors (Bailiwick of Guernsey) Law 2020 and
is subject to the Guernsey Law.
The Company's objective is to achieve medium to long-term returns through
investment either in Vietnam or in companies with a majority of their assets,
operations, revenues or income in, or derived from, Vietnam.
On 30 March 2016, the Company's shares were admitted to the Main Market of the
LSE under the ticker symbol VOF. Prior to that date, the Company's shares were
traded on the AIM market of the LSE.
The Company does not have a fixed life but the Board considers it desirable
that shareholders should have the opportunity to review the future of the
Company at appropriate intervals. Accordingly, the Board intends that every
fifth year a special resolution will be proposed that the Company ceases to
continue. If the resolution is not passed, the Company will continue to
operate as currently constituted. If the resolution is passed, the Directors
will be required to formulate proposals to be put to shareholders to
reorganise, unitise or reconstruct the Company or for the Company to be wound
up. The Board last tabled such a resolution in 2023 and the resolution was not
passed, allowing the Company to continue as currently constituted. The next
such resolution will be put to shareholders in December 2028.
The Financial Statements for the year ended 30 June 2025 were approved for
issue by the Board on 23 October 2025.
2. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
The material accounting policies applied in the preparation of these Financial
Statements are set out below. These policies have been consistently applied to
all years presented, unless otherwise stated.
Statement of Compliance
The Financial Statements have been prepared in accordance with IFRS as issued
by International Accounting Standards Board (IASB), which comprise standards
and interpretations approved by the IASB together with applicable legal and
regulatory requirements of the Guernsey Law.
2.1 Basis of preparation
The Financial Statements have been prepared on a going concern basis.
The preparation of Financial Statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires judgement to be
exercised in the process of applying the Company's accounting policies. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Financial Statements, are
disclosed in note 3.
2.2 Going concern
Under the AIC Code and applicable regulations, the Directors are required to
satisfy themselves that it is reasonable to assume that the Company is a going
concern. The Directors have considered carefully the liquidity of the
Company's investments and the level of cash balances as at the reporting date
as well as reviewing forecast cash flows up to 31 December 2026.
The Company has substantial assets, and the Board monitors the liquidity of
the portfolio to ensure that more than enough cash could be realised from
asset sales to meet any unexpected liability over the period. The Company has
a credit facility of USD60million, under which USD50 million was drawn and
subsequently repaid as at 30 June 2025. The facility will mature in May
2027.
Against this background, the Directors believe that it is appropriate to adopt
the going concern basis in preparing the financial statements.
2.3 Future accounting developments
The Board has considered the new standards and amendments that are mandatorily
effective from 1 January 2024 and standards that are issued but not yet
effective from 1 January 2025 and has determined that these do not have a
material impact on the Company and are not expected significantly to affect
the current or future periods.
IFRS 18 Presentation and Disclosure in Financial Statements, effective for
periods beginning on or after 1 January 2027, will change the presentation of
the Statement of Comprehensive Income by introducing new categories and
subtotals. However, the valuation and measurement of balances therein will not
be impacted. The Company does not intend to early adopt IFRS 18 and will
apply it from 2027, restating comparative information if required, in
accordance with the transitional provisions.
2.4 Subsidiaries and associates
The Company meets the definition of an Investment Entity within IFRS 10 and
therefore does not consolidate its subsidiaries but measures them instead at
FVTPL. The Company has also applied the exemption from accounting for its
associates using the equity method as permitted by IAS 28.
Any gain or loss arising from a change in the fair value of investments in
subsidiaries and associates is recognised in the Statement of Comprehensive
Income.
Refer to note 3 for further disclosure on accounting for subsidiaries and
associates.
2.5 Segment reporting
In identifying its operating segments, management follows the subsidiaries'
sectors of investment which are based on internal management reporting
information. The operating segments by investment portfolio include: capital
markets, operating asset, private equity investments and other net assets
(including cash and cash equivalents, bonds, and short-term deposits).
Each of the operating segments is managed and monitored individually by the
Investment Manager as each requires appropriate resources and approaches. The
Investment Manager assesses segment profit or loss using a measure of
operating profit or loss from the underlying investment assets of the
subsidiaries. Refer to note 4 for further disclosure regarding allocation to
segments.
2.6 Foreign currency translation
(a) Functional and presentation currency
The Company has assessed its primary economic environment and determined that
the functional currency is the United States Dollar (USD). Accordingly, the
financial statements are presented in USD.
This determination reflects the predominance of USD in the Company's core
financial operations, including financing arrangements, treasury management,
dividend distributions, and performance measurement. While the Company
maintains investments in Vietnam and its shares are traded in British Pounds
Sterling (GBP) on the London Stock Exchange, these factors are not considered
primary drivers of the Company's financial and operational decision-making.
The use of USD ensures consistency and relevance in financial reporting for
stakeholders, particularly given the currency's central role in evaluating the
Company's financial performance and strategic direction.
(b) Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the Statement of Comprehensive Income.
Non-monetary items measured at historical cost are translated using the
exchange rates at the date of the transaction. Non-monetary items measured at
fair value are translated using the exchange rates at the date when the fair
value was determined.
2.7 Financial instruments
(a) Recognition and derecognition
Financial assets and financial liabilities are recognised when the Company
becomes a party to the contractual provisions of the financial instrument.
Purchases and sales of financial assets are recognised on the trade date,
being the date on which the Company commits to purchase or sell the asset.
Financial assets are derecognised when the rights to receive cash flows from
the financial assets have expired or have been transferred and the Company has
transferred substantially all of the risks and rewards of ownership. A
financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
(b) Classification of financial assets
The Company classifies its financial assets based on the Company's business
model for managing those financial assets and the contractual cashflow
characteristics of the financial assets.
The Company has classified all investments in equity securities as financial
assets at FVTPL as they are managed, and performance is evaluated on a fair
value basis. The Company is primarily focused on fair value information and
uses that information to assess the assets' performance and to make decisions.
The Company has not taken the option to designate irrevocably any investment
in equity as fair value through other comprehensive income.
The Company's receivables and cash and cash equivalents are classified as
financial assets at amortised cost as these are held to collect contractual
cash flows which represent solely payments of principal and interest.
(c) Initial and subsequent measurement of financial assets
Financial assets are initially measured at fair value plus, in the case of a
financial asset not at FVTPL, transaction costs that are directly attributable
to the acquisition of the financial asset. Transaction costs of financial
assets at FVTPL are expensed in the Statement of Comprehensive Income.
Subsequent to initial recognition, investments at FVTPL are measured at fair
value with gains and losses arising from changes in the fair value recognised
in the Statement of Comprehensive Income.
All other financial assets are subsequently measured at amortised cost using
the effective interest rate method, less any impairment.
(d) Impairment of financial assets
At each reporting date, the Company measures the loss allowance on debt assets
carried at amortised cost at an amount equal to the lifetime expected credit
losses if the credit risk has increased significantly since initial
recognition.
If, at the reporting date, the credit risk has not increased significantly
since initial recognition, the Company measures the loss allowance at an
amount equal to 12-month expected credit losses. The expected credit losses
are estimated using a credit-risk parameter approach, based on the Company's
historical credit loss experience, adjusted for factors that are specific to
the debtors, general economic conditions and an assessment of both the current
as well as the forecast direction of conditions at the reporting date,
including time value of money where appropriate. The measurement of expected
credit losses is a function of the probability of default, loss given default
(i.e., the magnitude of the loss if there is a default) and the exposure at
default.
The assessment of the probability of default and loss given default is based
on historical data adjusted by forward-looking information.
(e) Classification and measurement of financial liabilities
Financial liabilities are initially measured at fair value plus transaction
costs that are directly attributable to their acquisition or issue, other than
those classified as at FVTPL in which case transaction costs are recognised
directly in profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the
effective interest method.
The Company's financial liabilities include trade and other payables and loans
and other borrowings which are measured at amortised cost.
2.8 Cash and cash equivalents
In the Statement of Cash Flows, cash and cash equivalents includes cash at
bank and term deposits with original maturities of three months or less.
2.9 Share capital
Ordinary shares are classified as equity. Share capital includes the nominal
value of ordinary shares that have been issued and any premiums received on
the initial issuance of shares. Incremental costs directly attributable to the
issue of new ordinary shares or options are shown in equity as a deduction,
net of tax, from the proceeds.
When the Company purchases its equity share capital (treasury shares), the
consideration paid, including any directly attributable incremental costs (net
of income taxes) is deducted from equity attributable to the Company's equity
holders.
When such treasury shares are subsequently reissued, any consideration
received, net of any directly attributable incremental transaction costs and
the related income tax effects, is included in equity attributable to the
Company's equity holders.
2.10 Dividend Income
Dividend income is recognised when the right to receive payment is
established, it is probable that the economic benefits associated with the
dividend will flow to the Company, and the amount of the dividend can be
measured reliably.
2.11 Operating expenses
Operating expenses are accounted for on an accrual basis.
2.12 Related parties
Parties are considered to be related if one party has the ability to control
the other party or exercise significant influence over the other party in
making financial or operational decisions. Enterprises and individuals that
directly, or indirectly through one or more intermediary, control, or are
controlled by, or under common control with, the Company, including
subsidiaries and fellow subsidiaries are related parties of the Company.
Associates are individuals owning directly, or indirectly, an interest in the
voting power of the Company that gives them significant influence over the
entity, key management personnel, including directors and officers of the
Company, the Investment Manager and their close family members. In considering
related party relationships, attention is directed to the substance of the
relationship and not merely the legal form.
2.13 Dividend distribution
Dividend distributions to the Company's shareholders are recognised as a
liability in the Company's Financial Statements and disclosed in the Statement
of Changes in Equity when a legal obligation to pay the dividend has been
established.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
When preparing the Financial Statements, the Company relies on a number of
judgements, estimates and assumptions about recognition and measurement of
assets, liabilities, income and expenses. Actual results may differ from the
judgements, estimates and assumptions.
3.1 Critical accounting estimates and assumptions
(a) Fair value of subsidiaries and associates and their underlying investments
The Company holds its investments through a number of subsidiaries and
associates which were established for this purpose. At the end of each half of
the financial year, the fair values of investments in subsidiaries and
associates are reviewed and the fair values of all investments held by these
subsidiaries and associates are assessed. As at 30 June 2025, 100% (30 June
2024: 100%) of the financial assets at fair value through profit or loss
relate to the Company's investments in subsidiaries and associates that have
been fair valued in accordance with the policies set out above.
The shares of the subsidiaries and associates are not publicly traded; return
of capital to the Company can only be made by divesting the underlying
investments of the subsidiaries and associates. As a result, the carrying
value of the subsidiaries and associates may not be indicative of the value
ultimately realised on divestment.
The underlying investments include listed and unlisted securities, one
operating asset and private equity investments (including investments
classified as "public equity with private terms"). Where an active market
exists (for example, for listed securities), the fair value of the subsidiary
or associate reflects the valuation of the underlying holdings, as disclosed
below. Where no active market exists, valuation techniques are used.
Information about the significant judgements, estimates and assumptions which
are used in the valuation of the underlying investments is discussed below.
(a.1) Valuation of assets that are traded in an active market
The fair values of listed securities are based on quoted market prices at the
close of trading on the reporting date. The fair values of securities which
are traded on Vietnam's Unlisted Public Company Market ("UPCoM") are based on
published prices at the close of business on the reporting date. UPCoM is a
stock trading market for limited liability companies or unlisted joint-stock
companies. The shares of some companies which have not been registered or do
not meet the conditions for listing on the HOSE and HNX exchanges, are traded
in
UPCoM. For other UPCoM securities which are traded in an active market, fair
value is the average quoted price at the close of trading obtained from a
minimum sample of five reputable securities companies at the reporting date.
Other relevant measurement bases are used if broker quotes are not available
or if better and more reliable information is available.
(a.2) Valuation of investments in private equities and options
The Board considers a range of valuation methodologies for each individual
investment and adopts the appropriate methodology to reach fair value. It
seeks to apply these methodologies consistently across reporting periods.
As at the financial year-end, the Company's underlying investments in private
equities are fair valued by an Independent Valuer or by the Investment Manager
using a number of methodologies agreed with the Audit Committee such as
adjusted net asset valuations, discounted cash flows, comparative income and
profitability related multiples and, price-to-book ratios, structured
financial arrangements and blended models. The projected future cash flows are
driven by management's business strategies and goals and its assumptions of
growth in GDP, market demand, inflation, ESG risk, and other relevant factors.
Unlisted options are valued at their intrinsic value. The Board believes that
the consistent application of this methodology is the most appropriate for
consistently estimating the fair value of unlisted options in the Vietnamese
market.
For the year ended 30 June 2025, methods, assumptions and data were
consistently applied when compared to last year. Refer to note 19(c) which
sets out a sensitivity analysis of the significant unobservable inputs used in
the valuations of the private equity investments.
(a.3) Loans and receivables at FVTPL
For the year ended 30 June 2025, the underlying loans and receivables
designated at FVTPL are fair valued by an Independent Valuer or by the
Investment Manager using methodologies agreed with Audit Committee, such as a
scenario-based model using probability-weighted average of discounted cash
flows and investment cost plus expected return. Refer to note 19(c) which sets
out a sensitivity analysis of the significant unobservable inputs used in the
valuations.
(a.4) Valuation of the operating asset
At the June 2024 year-end, the principal underlying operating asset was under
contract for sale and was valued at the agreed sale price, which was
subsequently received after the June 2024 year-end.
(b) Incentive Fee
In any year an incentive fee is calculated as follows:
· To the extent that the NAV as at any year end is above the higher of a 10%
compound annual return and a high water mark initially set in 2019, having
accounted for any share buy backs, share issues and/or dividends, the
incentive fee payable on any increase in the NAV above the higher of the high
water mark and a 10% annual return target is calculated at a rate of 10%;
· The maximum amount of incentive fees that can be paid out in any one year is
capped at 1.5% of the average month-end NAV during that year; and
· Any incentive fees earned in excess of this 1.5% cap are accrued if they are
expected to be paid out in subsequent years.
For the accounting year ended 30 June 2025, no incentive fee is due or
payable.
Any incentive fees payable within 12 months are classified under accrued
expenses and other payables in the Statement of Financial Position. The fair
values of any additional incentive fees potentially payable beyond 12 months
after the end of the reporting period are classified as deferred incentive
fees in the Statement of Financial Position.
At the end of each financial period, the Board makes an assessment of the
total amount of any accrued incentive fees which is likely to be settled
beyond 12 months after the end of the reporting period. In determining the
fair value of the non-current liability at a Statement of Financial Position
date, the Board may apply a discount to reflect the time value of money and
the probability and phasing of payment.
As at 30 June 2025 and 30 June 2024, no discounting was applied, as there were
no deferred incentive fees outstanding and likely to be settled beyond 12
months after the end of the reporting period.
3.2 Critical judgements in applying the Company's accounting policies
(a) Eligibility to qualify as an investment entity
The Company has determined that it is an investment entity under the
definition of IFRS 10 as it meets the following criteria:
i. The Company has obtained funds from investors for the purpose of providing
those investors with investment management services;
ii. The Company's business purpose is to invest funds solely for returns from
capital appreciation, investment income or both; and
iii. The performance of investments made by the Company are substantially measured
and evaluated on a fair value basis.
The Company has the typical characteristics of an investment entity:
● It holds more than one investment;
● It has more than one investor;
● It has investors that are not its related parties; and
● It has ownership interests in the form of equity or similar
interests.
As a consequence, the Company does not consolidate its subsidiaries and
accounts for them at FVTPL. The Company has applied the exemption from
accounting for its associates using the equity method as permitted by IAS 28.
(b) Judgements about active and inactive markets
The Board considers that the Ho Chi Minh Stock Exchange, the Hanoi Stock
Exchange and UPCoM are active markets for the purposes of IFRS 13.
Consequently, the prices quoted by those markets for individual shares as at
the balance sheet date can be used to estimate the fair value of the Company's
underlying investments.
Notwithstanding the fact that these stock exchanges can be regarded as active
markets, the size of the Company's holdings in particular stocks in relation
to daily market turnover in those stocks would make it difficult to conduct an
orderly transaction in a large number of shares on a single day.
When taken across the whole portfolio of the Company's underlying quoted
investments, the Board considers that using the quoted prices of the shares on
the various active markets is generally a reasonable determination of the fair
value of the securities.
In the absence of an active market for quoted or unquoted investments which
may include positions that are not traded in active markets, valuations may be
adjusted to reflect illiquidity and/or non-transferability, which are
generally based on available market information, and in determining the fair
value one or more valuation techniques may be utilised.
4. SEGMENT ANALYSIS
Dividend income is allocated based on the underlying investments of
subsidiaries which declared dividends. Net gains/losses on financial assets
at FVTPL are allocated to each segment with reference to the assets held by
each respective subsidiary. Management fees within general and administration
expenses, and finance expenses are allocated based on total investment
holdings in each investment sector and all other general expenses are
unallocated and included in Other Net Assets. Finance costs and loan facility
set-up costs are unallocated and included in Other Net Assets. Management fees
payable and incentive fees payable to the Investment Manager included in
accrued and other expenses are allocated based on total investment holdings in
each investment sector. The remaining accrued and other expenses payable are
unallocated due to their nature and general use and are included under Other
Net Assets.
The financial assets at FVTPL are measured based on the investment sector.
Segment information can be analysed as follows:
Statement of Comprehensive Income
Capital markets* USD'000 Operating Assets USD'000 Private equity USD'000 Other Net Total USD'000
Assets**
USD'000
For the year ended 30 June 2025
Dividend income 127,547 - 1,021 - 128,568
Other income - - - 206 206
Net (losses)/gains on financial assets at fair value through profit or loss (145,710) 1,573 (13,579) 362 (157,354)
Loan interest expense (279) - (35) (33) (347)
General and administration expenses (11,129) - (1,374) (5,558) (18,061)
Facility set-up costs (478) - (59) (57) (594)
(Loss)/profit before tax (30,049) 1,573 (14,026) (5,080) (47,582)
For the year ended 30 June 2024
Dividend income 53,380 - - - 53,380
Other income - - - 937 937
Net (losses)/gains on financial assets at fair value through profit or loss 93,630 (1,619) (26,911) (18,646) 46,454
General and administration expenses (10,864) (128) (2,035) (5,071) (18,098)
Facility set-up costs - - - (319) (319)
Finance expense (462) (5) (86) (50) (603)
Incentive fee (6,765) (80) (1,267) (733) (8,845)
Profit/(loss) before tax 128,919 (1,832) (30,299) (23,882) 72,906
* Capital markets include listed securities and UPCoM securities, valued at
their prices on UPCoM or using quotations from brokers.
** Other Net Assets is not a segment in itself and has been included to
reconcile to the Statement of Comprehensive Income.
Statement of Financial Position Capital markets* USD'000 Operating Assets USD'000 Private equity USD'000 Other net Total USD'000
assets**
As at 30 June 2025 738,289 - 91,155
USD'000 916,619
Financial assets at fair value through 87,175
profit or loss
Prepayments and other assets - - - 697 697
Cash and cash equivalents - - - 48,676 48,676
Total assets 738,289 - 91,155 136,548 965,992
Current liabilities
Accrued expenses and other payables 836 - 103 882 1,821
Total liabilities 836 - 103 882 1,821
Net Asset Value 737,453 - 91,052 135,666 964,171
As at 30 June 2024
Financial assets at fair value through 847,649 9,996 158,802 91,873 1,108,320
profit or loss
Prepayments and other assets - - - 638 638
Cash and cash equivalents - - - 36,769 36,769
Total assets 847,649 9,996 158,802 129,280 1,145,727
Current liabilities
Accrued expenses and other 12,126 143 2,272 1,948 16,489
payables
Total liabilities 12,126 143 2,272 1,948 16,489
Net Asset Value 835,523 9,853 156,530 127,332 1,129,238
*Capital markets include listed securities and UPCoM securities, valued at
their prices on UPCoM or using quotations from brokers.
** Other net assets of USD89.8 million (30 June 2024: USD91.0 million) include
cash and cash equivalents, prepayments, loans and receivables at FVTPL and
other net assets of the subsidiaries and associates. Other Net Assets is not a
segment in itself and has been included to reconcile to the Statement of
Financial Position.
5. INTERESTS IN SUBSIDIARIES AND ASSOCIATES
There is no legal restriction to the transfer of funds from the BVI or
Singapore subsidiaries to the Company. Cash held in directly owned as well as
indirectly owned Vietnamese subsidiaries and associates may be subject to
restrictions imposed by co-investors and the Vietnamese government and
therefore it cannot be transferred out of Vietnam unless such restrictions are
satisfied. As at 30 June 2025, the restricted cash held in these Vietnamese
subsidiaries and associates amounted to USD nil (30 June 2024: USD nil).
The Company has not entered into a contractual obligation to, nor has it
committed to provide, current financial or other support to an unconsolidated
subsidiary during the year.
5.1 Directly owned subsidiaries
The Company had the following directly owned subsidiaries as at 30 June 2025
and 30 June 2024:
As at
30 June 2025 30 June 2024
Subsidiary Country of incorporation % of Company interest % of Company interest Nature of the business
Asia Value Investment Limited BVI 100.00 100.00 Holding company for listed and unlisted securities
Belfort Worldwide Limited BVI 100.00 100.00 Holding company for private equity
Boardwalk South Limited BVI 100.00 100.00 Holding company for listed securities
Clearfield Pacific Limited BVI 100.00 100.00 Holding company for investments
Clipper Ventures Limited BVI 100.00 100.00 Holding company for listed securities and private equity
Darasol Investments Limited BVI 100.00 100.00 Holding company for investments
Foremost Worldwide Limited BVI 100.00 100.00 Holding company for unlisted securities
Fraser Investment Holdings Pte. Limited Singapore 100.00 100.00 Holding company for listed securities
Hospira Holdings Limited Singapore 100.00 100.00 Holding company for investments
Longwoods Worldwide Limited BVI 100.00 100.00 Holding company for listed securities
Navia Holdings Limited BVI 100.00 100.00 Holding company for investments
Portal Global Limited BVI 100.00 100.00 Holding company for listed securities
Preston Pacific Limited BVI 100.00 100.00 Holding company for listed securities
Rewas Holdings Limited BVI 100.00 100.00 Holding company for unlisted securities
Turnbull Holding Pte. Ltd. Singapore 100.00 100.00 Holding company for investments
Vietnam Enterprise Limited BVI 100.00 100.00 Holding company for listed and unlisted securities
Vietnam Investment Limited BVI 100.00 100.00 Holding company for listed and unlisted securities
Vietnam Investment Property Holdings Limited BVI 100.00 100.00 Holding company for listed and unlisted securities
Vietnam Investment Property Limited BVI 100.00 100.00 Holding company for listed securities
Vietnam Master Holding 2 Limited BVI 100.00 100.00 Holding company for private equity
Vietnam Ventures Limited BVI 100.00 100.00 Holding company for listed and unlisted securities
VinaSugar Holdings Limited BVI 100.00 100.00 Holding company for investments
VOF Investment Limited BVI 100.00 100.00 Holding company for listed and unlisted securities, an operating asset and
private equity
VOF PE Holding 5 Limited BVI 100.00 100.00 Holding company for listed securities
Windstar Resources Limited BVI 100.00 100.00 Holding company for listed securities
5.2 Indirect interests in subsidiaries
The Company had the following indirect interests in subsidiaries at 30 June
2025 and 30 June 2024:
As at
30 June 2025 30 June 2024
% of % of
Company's Company's
Country of Immediate indirect indirect
Indirect subsidiary incorporation Nature of the business Parent interest interest
Abbott Holding Pte. Limited Singapore Holding company for private equity Hospira Holdings Limited 100.00 100.00
Aldrin One Pte. Ltd. Singapore Holding company for private equity Halley One Limited 81.31 81.31
Aldrin Three Pte. Ltd. Singapore Holding company for private equity Halley Three Limited 80.07 80.07
Aldrin Two Pte. Ltd. Singapore Holding company for investments Clipper Ventures Limited 100.00 100.00
Allright Assets Limited BVI Holding company for private equity Clipper Ventures Limited 100.00 100.00
Allwealth Worldwide Limited BVI Holding company for investments Clipper Ventures Limited 80.08 80.02
Chifley Investments Pte. Ltd Singapore Holding company for investments Halley Two Limited 85.91 85.91
Clipper One Limited BVI Holding company for investments Clipper Ventures Limited 100.00 100.00
Goldcity Worldwide Limited BVI Holding company for investments Clipper Ventures Limited 100.00 100.00
Gorton Investments Pte. Ltd Singapore Holding company for investments Belfort Worldwide Limited 100.00 100.00
Halley Five Limited BVI Holding company for investments Clipper Ventures Limited 87.50 80.90
Halley Four Limited BVI Holding company for investments Clipper Ventures Limited 79.40 79.40
Halley One Limited BVI Holding company for investments Clipper Ventures Limited 81.31 81.31
Halley Three Limited BVI Holding company for investments Clipper Ventures Limited 80.07 80.07
Halley Two Limited BVI Holding company for investments Clipper Ventures Limited 85.91 85.91
Liva Holdings Limited BVI Holding company for private equity Halley Five Limited 87.50 80.90
Menzies Holding Pte. Ltd. Singapore Holding company for investments Belfort Worldwide Limited 100.00 100.00
PA Investment Opportunity II Limited BVI Holding company for investments Vietnam Enterprise Limited 100.00 100.00
Sharda Holdings Limited BVI Holding company for private equity Clipper Ventures Limited 89.64 89.64
Tempel Four Limited BVI Holding company for private equity Halley Four Limited 79.40 79.40
Victory Holding Investment Limited BVI Holding company for listed securities and private equity Clipper Ventures Limited 87.58 87.58
Vietnam Opportunity Fund II Pte. Ltd. Singapore Holding company for private equity Belfort Worldwide Limited 68.00 68.00
Whitlam Holding Pte. Ltd Singapore Holding company for listed securities Navia Holdings Limited 61.26 61.26
5.3 Direct interests in associates
The company did not have any directly owned associates as at 30 June 2025 or
30 June 2024:
5.4 Indirect interests in associates
The Company had the following indirect interests in associates at 30 June 2025
and 30 June 2024:
As at
30 June 2025 30 June 2024
% of % of
Company's Company's
Country of Company's subsidiary holding indirect indirect
Indirect associate incorporation Nature of the business direct interest in the associate interest interest
Hung Vuong Corporation Vietnam Operating assets investment VOF Investment Limited - 31.04
Tam Tri Medical Vietnam Private equity investment Vietnam Opportunity Fund II Pte. Ltd. and Clearfield Pacific Limited - 37.80
Thu Cuc Medical & Beauty Care Joint Stock Company BVI Private equity investment Aldrin One Pte. Ltd 24.39 24.39
5.5 Financial risks
At 30 June 2025, the Company owned a number of subsidiaries and associates for
the purpose of holding investments in listed and unlisted securities,
operating asset and private equity investments. The Company, via these
underlying investments, is subject to financial risks which are further
disclosed in note 19. The Investment Manager makes investment decisions after
performing extensive due diligence on the underlying investments, their
strategies, financial structure and the overall quality of management.
6. CASH AND CASH EQUIVALENTS
30 June 2025 30 June 2024
USD'000 USD'000
Cash at banks 48,676 36,769
As at 30 June 2025, cash and cash equivalents were denominated in USD and GBP.
The Company's overall cash position including cash held in directly held
subsidiaries as at 30 June 2025 was USD68.6 million (30 June 2024: USD57.5
million). Please refer to note 8 for details of the cash held by the Company's
subsidiaries. As mentioned in note 5, the restricted cash held in the
Vietnamese subsidiaries and associates amounted to USD nil (30 June 2024: USD
nil).
7. FINANCIAL INSTRUMENTS BY CATEGORY
Financial assets at amortised cost Financial assets at FVTPL Financial liabilities at amortised cost Total
USD'000 USD'000 USD'000 USD'000
As at 30 June 2025
Financial assets at FVTPL - 916,619 - 916,619
Financial liabilities - - (1,821) (1,821)
Cash and cash equivalents 48,676 - - 48,676
Total 48,676 916,619 (1,821) 963,474
Financial assets/(liabilities) denominated in:
- GBP 21 - - 21
- USD 48,655 916,619 (1,821) 963,453
As at 30 June 2024
Financial assets at FVTPL - 1,108,320 - 1,108,320
Financial liabilities - - (16,489) (16,489)
Cash and cash equivalents 36,769 - 36,769
Total 36,769 1,108,320 (16,489) 1,128,600
Financial assets/(liabilities) denominated in:
- GBP 200 - 200
- USD 36,569 1,108,320 (16,489) 1,128,400
As at 30 June 2025 and 30 June 2024, the carrying amounts of all financial and
other assets approximate their fair values.
All financial liabilities are short term in nature and their carrying values
approximate their fair values. There are no financial liabilities that must be
accounted for at FVTPL (30 June 2024: USD nil).
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Financial assets at fair value through profit or loss comprise the Company's
investments in subsidiaries and associates. The underlying assets and
liabilities of the subsidiaries and associates at fair value are included in
the following table.
30 June 2025 30 June 2024
Within 12 Months Over 12 Months Within 12 Months Over 12 Months
USD'000 USD'000 USD'000 USD'000
Cash and cash equivalents 20,043 - 20,809 -
Ordinary shares - listed 697,975 - 743,106 -
Ordinary shares - UPCoM/OTC 40,314 - 104,543 -
Private equity - 91,155 - 158,802
Real estate 10,400 - - -
Operating asset - - - 9,996
Loans and Receivables at FVTPL 46,411 - 62,438 -
Other net assets 10,321 - 8,626 -
825,464 91,155 939,522 168,798
The major underlying investments held by the direct subsidiaries and indirect
subsidiaries and associates of the Company were in the following industry
sectors.
30 June 2025 30 June 2024
USD'000 USD'000
Financials 258,600 227,600
Real Estate 199,700 231,000
Materials 115,000 149,100
Consumer Discretionary 109,800 118,700
Information Technology 68,300 127,500
Health Care 46,500 86,100
Industrial 40,300 96,900
Consumer Staples 36,300 7,900
Energy 24,900 34,085
As at 30 June 2025, the largest underlying holding, Asia Commercial Bank,
within financial assets at FVTPL amounted to 11.5% of the NAV of the Company.
(As at 30 June 2024: the holding in Asia Commercial Bank amounted to 13.3% of
NAV).
There have been no changes in the classification of financial assets at fair
value through profit or loss shown as Level 3 during the year ended 30 June
2025.
Changes in Level 3 financial assets at fair value through profit or loss
The fair values of the Company's investments in subsidiaries and associates
are estimated using approaches as described in note 3.1(a). As observable
prices are not available for these investments, the Company classifies them as
Level 3 fair values.
For the year ended
30 June 2025 30 June 2024
USD'000 USD'000
Opening balance 1,108,320 1,137,428
Purchases 81,640 122,637
Return of capital (115,987) (198,199)
Net (losses) /gains for the year (157,354) 46,454
916,619 1,108,320
9. DIVIDENDS
The dividends paid in the reporting period were as follows;
Year ended Dividend rate Net dividend
30 June 2025 per share payable
US (cents) (USD'000) Record date Ex-dividend date Pay date
Dividend 7.25 10,658 1 November 2024 31 October 2024 4 December 2024
Dividend 7.25 10,047 5 April 2025 3 April 2025 13 May 2025
Year ended Dividend rate Net dividend
30 June 2024 per share payable
US (cents) (USD'000) Record rate Ex-dividend date Pay date
Dividend 7.0 11,030 3 November 2023 2 November 2023 4 December 2023
Dividend 7.0 10,702 5 April 2024 4 April 2024 13 May 2024
Under the Companies (Guernsey) Law 2008, the Company can distribute dividends
from capital and revenue reserves, subject to the net asset and solvency test.
The net asset and solvency test considers whether a company is able to pay its
debts when they fall due, and whether the value of a company's assets is
greater than its liabilities. The Board confirms that the Company passed the
net asset and solvency test for each dividend paid.
10. PREPAYMENTS AND OTHER ASSETS
30 June 2025 30 June 2024
USD'000 USD'000
Deferred expenses 551 329
Prepayments 116 238
Receivables 30 71
697 638
Due to the short-term nature of the prepayments and other assets, their
carrying amount is considered to be the same as their fair value.
In March 2024, the Company agreed to extend the existing revolving credit
facility with Standard Chartered Bank (Singapore) Limited for a third year
until March 2025, which was further extended in April 2025 for a fourth year
until 30 May 2027 and increased to USD60 million. For the year ended 30 June
2025, an amount of USD0.6 million (30 June 2024: USD0.3 million) had been
expensed in the Statement of Comprehensive Income and deferred expenses of
USD0.5 million (30 June 2024: USD0.3 million) are recorded on the Statement of
Financial Position as at 30 June 2025.
11. SHARE CAPITAL
The Company may issue an unlimited number of shares, including shares of no
par value or shares with a par value. Shares may be issued as (a) shares in
such currencies as the Directors may determine; and/or (b) such other classes
of shares in such currencies as the Directors may determine in accordance with
the Articles and the Guernsey Law and the price per Share at which shares of
each class shall first be offered to subscribers shall be fixed by the Board.
The minimum price which may be paid for a share is USD0.01. The Directors will
act in the best interest of the Company and the shareholders when authorising
the issue of any shares and shares will only be issued at a price of at least
the prevailing Net Asset Value at the time of issue, so that the NAV per share
is not diluted.
Issued capital 30 June 2025 Number of USD'000 30 June 2024 Number of USD'000
shares shares
Issued and fully paid 1 July 158,213,316 1,582 166,230,562 1,662
Shares cancelled during the year (16,803,556) (168) (8,017,246) (80)
Total issued and fully paid at year end 141,409,760 1,414 158,213,316 1,582
Shares held in treasury (6,182,716) (62) (6,182,716) (62)
Outstanding and fully paid at year end 135,227,044 1,352 152,030,600 1,520
Share premium reserve - 123,152 - 219,764
Closing balance at year end 135,227,044 124,504 152,030,600 221,284
Treasury shares
30 June 2025 30 June 2024
Number of Number of
shares USD'000 shares USD'000
Opening balance at start of year 6,182,716 20,490 6,182,716 20,490
Shares repurchased during the year 16,803,556 96,780 8,017,246 45,803
Shares cancelled during the year (16,803,556) (96,780) (8,017,246) (45,803)
Closing balance at year end 6,182,716 20,490 6,182,716 20,490
In October 2011, the Board first sought and obtained shareholder approval to
implement a share buyback programme. The share buyback programme has been
approved again at subsequent general meetings of the Company.
During the year ended 30 June 2025, 16.8 million shares (30 June 2024: 8.0
million) were repurchased at a cost of USD96.8 million (30 June 2024: USD45.8
million) of which USD0.4 million (30 June 2024: USD 0.07 million) was payable
at the year-end (see note 12) and 16.8 million shares (30 June 2024: 8.0
million) were cancelled.
12. ACCRUED EXPENSES AND OTHER PAYABLES
30 June 2025 30 June 2024
USD'000 USD'000
Incentive fees payable to the Investment Manager (note 18) - 14,675
Management fees payable to the Investment Manager (note 18) 1,038 1,180
Expenses recharged payable to the Investment Manager (note 18) - -
Revolving credit facility costs payable - 112
Shares repurchase payable (note 11) 366 68
Other payables 417 454
1,821 16,489
All accrued expenses and other payables are short-term in nature. Therefore,
their carrying values are considered to be a reasonable approximation of their
fair values. Further details on the payables to other related parties are
disclosed in note 18.
13. LOANS AND OTHER BORROWINGS
30 June 2025 30 June 2024
USD'000 USD'000
Net loan liability at beginning of the year - 10,000
Revolving credit facility drawdowns 50,000 -
Revolving credit facility repayments (50,000) (10,000)
Net loan liability due - -
On 18 March 2022, the Company entered into a USD 40.0 million revolving credit
facility with Standard Chartered Bank (Singapore) Limited. Interest charged on
the Facility is the aggregate of margin plus the compounded reference rate.
On 18 March 2023, the Company exercised an option extending the Facility to 18
March 2024. In March 2024, the Company agreed to extend the Facility for a
third year until 31 March 2025. The facility was further extended in April
2025 for a fourth year until 30 May 2027, the Company had drawn USD50.0
million and repaid USD 50.0 million during the year ended 30 June 2025. No
amount is outstanding on the facility as at 30 June 2025 (30 June 2024: nil).
The total size of available facility as at 30 June 2025 was USD 60.0 million.
Security for the Facility has been provided by way of a charge over the
group's assets.
In accordance with the loan Facility Agreement the group has various
non-financial and financial covenants that are required to be met. The two
financial covenants are detailed below. Throughout the year, these financial
covenants have been met.
Covenants Requirement
Loan to Value Ratio Must not exceed 10%
Asset Cover Ratio Must not be less than 3.25:1
14. DIVIDEND INCOME
Year ended
30 June 2025 30 June 2024
USD'000 USD'000
Dividend income 128,568 53,380
The above table sets out dividends received by the Company from its
subsidiaries. These represent distributions of income received as well as the
proceeds from disposals of assets at subsidiaries, and do not reflect the
dividends earned by the underlying investee companies. During the year, the
subsidiaries received a total amount of USD10.5 million in dividends from
their investee companies (30 June 2024: USD20.3 million).
15(a). GENERAL AND ADMINISTRATION EXPENSES
Year ended
30 June 2025 30 June 2024
USD'000 USD'000
Management fees (note 18(a)) 13,818 14,204
Other expenses 1,580 1,406
Custodian, secretarial and other professional fees 1,317 1,416
Audit fees for the audit of the annual report 711 518
Directors' fees and expenses (note 18(c)) 530 481
Expenses recharged by the Investment Manager (note 18(a)) 105 73
18,061 18,098
15(b). INCENTIVE FEE
As a result of performance in prior accounting years, a liability of USD14.7
million was carried forward as at 30 June 2024 as an accrual for payment of
the incentive fee. This was paid in November 2024 after publication of the
annual report for the year ended 30 June 2024.
The NAV total return for the 12 months ended 30 June 2025 did not result in
any incentive fee accrual and no amount of incentive fee remains outstanding
as at 30 June 2025 (30 June 2024: USD14.7 million).
16. INCOME TAX EXPENSE
The Company has been granted Guernsey tax exempt status in accordance with the
Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (as amended).
The majority of the subsidiaries are domiciled in the BVI and so have a
tax-exempt status whilst the remaining subsidiaries are established in Vietnam
and Singapore and are subject to corporate income tax in those countries. The
income tax payable by these subsidiaries is taken into account in determining
their fair values in the Statement of Financial Position.
17. EARNINGS PER SHARE AND NET ASSET VALUE PER SHARE
(a) Basic
Basic earnings per share is calculated by dividing the profit or loss from
operations of the Company by the weighted average number of ordinary shares in
issue during the year excluding ordinary shares purchased by the Company and
held as treasury shares (note 11).
Year ended
30 June 2025 30 June 2024
(Loss)/Profit for the year (USD'000) (47,582) 72,906
Weighted average number of ordinary shares in issue 143,640,701 156,068,503
Basic (loss)/earnings per share (USD per share) (0.33) 0.47
FX rate (GBP to USD) 1.37 1.26
Basic (loss)/earnings per share expressed in GBP (0.24) 0.37
(b) Diluted
Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares outstanding to assume conversion of all dilutive
potential ordinary shares. The Company has no category of potentially dilutive
ordinary shares. Therefore, diluted earnings per share is equal to basic
earnings per share.
(c) NAV per share
NAV per share is calculated by dividing the net asset value of the Company by
the number of outstanding ordinary shares in issue as at the reporting date
excluding ordinary shares purchased by the Company and held as treasury shares
(note 11). NAV is determined as total assets less total liabilities. The basic
NAV per share is equal to the diluted NAV per share.
Year ended
30 June 2025 30 June 2024
Net asset value (USD'000) 964,171 1,129,238
Number of outstanding ordinary shares in issue (note 11) 135,227,044 152,030,600
Net asset value per share (USD per share) 7.13 7.43
FX rate (GBP to USD) 1.37 1.26
Net asset value, expressed in GBP per share 5.20 5.88
18. RELATED PARTIES
The Investment Management Agreement between the Company and the Investment
Manager can be terminated by either party giving six months' notice. In
certain circumstances the Company may be required to pay compensation to the
Investment Manager of an amount up to six months' fees in lieu of notice.
(a) Management fees
For accounting years ended 30 June 2025 and 30 June 2024, the Investment
Manager received a fee at the annual rates set out below, paid monthly in
arrear.
● 1.30% of net assets, levied on the first USD1,000 million of net assets;
● 1.00% of net assets, levied on net assets between USD1,000 million and
USD1,500 million;
● 0.75% of net assets, levied on net assets between USD1,500 million and
USD2,000 million; and
● 0.50% of net assets, levied on net assets above USD2,000 million.
Total management fees incurred for the year amounted to USD13.8 million (30
June 2024: USD14.2 million), of which USD0.11 million (30 June 2024: USD0.07
million) was in relation to recharge of expenses incurred. In total USD1.0
million (30 June 2024: USD1.2 million) was payable to the Investment Manager
at the reporting date.
(b) Incentive fees
As described in notes 12 and 15(b), as at 30 June 2025, there was no incentive
fee payable (30 June 2024:
USD14.7 million).
25% of any incentive fee paid to the Investment Manager is used by the
Investment Manager to purchase shares in the Company. In practice such
purchases are generally made alongside, and at the same price as, share
buybacks made by the Company.
(c) Directors' Remuneration
The Directors who served during the past two years received the following
emoluments in the form of fees:
Year ended
Annual fee 30 June 2025 30 June 2024
With effect
from
1 October 2023
USD USD USD
Huw Evans 115,000 115,000 112,500
Charlotta Ginman(1) 90,000 44,445 -
Peter Hames 95,000 95,000 92,500
Julian Healy 100,000 100,000 97,500
Kathryn Matthews 85,000 85,000 85,000
Hai Thanh Trinh 85,000 85,000 83,750
524,445 471,250
(1)Charlotta Ginman was appointed as a Director on 2 January 2025.
In addition to annual fee, Directors' expenses of USD 5,366 (30 June 2024: USD
9,995) were incurred during the year. In total the annual fees and expenses of
Directors for the year were USD 529,811 (30 June 2024: USD 481,245), of which
USD nil was outstanding at 30 June 2025 (30 June 2024: USD nil).
(d) Shares held by related parties
Shares held Shares held
as at 30 June 2025 as at 30 June 2024
Huw Evans 55,000 55,000
Julian Healy 25,000 20,000
Kathryn Matthews 9,464 9,464
Peter Hames 8,000 8,000
Charlotta Ginman(*) - -
97,464 92,464
*Charlotta Ginman purchased a total of 4,400 shares on 21 July 2025
representing 0.003% of the Company's total issued share capital as at 21 July
2025.
As at 30 June 2025, Stephen Westwood, the co-owner of CES Investments Ltd,
which provides consultancy services to the Company, owned 6,000 shares (30
June 2024: 6,000 shares) in the Company.
As at 30 June 2025, the Investment Manager owned 4,059,397 shares (30 June
2024: 4,009,897 shares) in the Company.
(e) Controlling party
In the opinion of the Directors on the basis of shareholdings advised to them,
the Company has no immediate nor ultimate controlling party.
19. FINANCIAL RISK MANAGEMENT
(a) Financial risk factors
The Company has set up a number of subsidiaries and associates for the purpose
of holding investments in listed and unlisted securities, operating asset and
private equity investments in Vietnam and overseas with the objective of
achieving medium to long-term capital appreciation and providing investment
income. The Company accounts for these subsidiaries and associates as
financial assets at FVTPL.
The Company's overall risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potentially
adverse effects on the Company's financial performance. The Company's risk
management is coordinated by the Investment Manager which manages the
distribution of the assets to achieve the investment objectives.
The changes in the management of risk or in any risk management policies
during the financial year ended 30 June 2025 is documented in the corporate
governance section of the annual report.
The Company is subject to a variety of financial risks: market risk, credit
risk and liquidity risk.
(i) Market risk
Market risk comprises price risk, foreign exchange risk and interest rate
risk. Market risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices,
interest rates and/or foreign exchange rates.
The investments are subject to market fluctuations and the risk inherent in
the purchase, holding or selling of investments and there can be no assurance
that appreciation or maintenance in the value of those investments will occur.
The Company's subsidiaries and associates invest in listed and UPCoM equity
securities and are exposed to market price risk of these securities. The
majority of the underlying equity investments are traded on either of
Vietnam's stock exchanges, the Ho Chi Minh Stock Exchange or the Hanoi Stock
Exchange, as well as UPCoM.
All securities investments present a risk of loss of capital. This risk is
managed through the careful selection of securities and other financial
instruments within specified limits and by holding a diversified portfolio of
listed and unlisted instruments. In addition, the performance of investments
held by the Company's subsidiaries is monitored by the Investment Manager on a
regular basis and reviewed by the Board of Directors on a quarterly basis.
Market price sensitivity analysis
If the prices of the underlying listed and UPCoM securities had
increased/decreased by 10%, the Company's financial assets held at FVTPL would
have been higher/lower by USD73.6 million (30 June 2024: USD84.8 million).
See note 19(c) for a sensitivity analysis of the fair values of operating
assets, private equity and loans and receivables at FVTPL.
Depending on the development stage of a project and its associated risks, the
Independent Valuer uses discount rates in the range from 10 - 25% and terminal
growth rates of 5% (30 June 2024: 14 - 25% and 5 - 13.5%, respectively).
Foreign exchange risk
The Company makes investments in USD and receives income and proceeds from
sales in USD. Nevertheless, investments are made in entities which are often
exposed to the VND, and these entities are therefore sensitive to the foreign
exchange rate of the VND against USD. On a 'look-through' basis, therefore,
the Company is exposed to movements in the exchange rate of the VND against
the USD. In addition, the Company has exposure to GBP and Euro ("EUR") through
operational transactions in these currencies.
The Company's NAV would fluctuate by the following amounts were the foreign
exchange rate to increase by 10% (30 June 2024: 10%).
30 June 2025 30 June 2024
USD'000 USD'000
VND (82) (100)
GBP 6 (50)
There would be the reverse impact should the foreign exchange rate decrease by
10% at 30 June 2025 (30 June 2024: 10%).
Interest rate risk
The Company's exposure to interest rate risk relates to the Company's cash and
cash equivalents and loans and other borrowings. The Company is subject to
risk due to fluctuations in the prevailing levels of market interest rates.
The interest rate risk is not material as the Company had repaid its loans and
borrowings in full at year end 30 June 2025 and the Company had no other
financial assets which are directly affected by changes in interest rates.
(ii) 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 into with
the Company.
The Company's maximum credit exposure is limited to the carrying amount of
financial assets recognised on its statement of financial position, which
includes its investments in subsidiaries, associates and SPVs. The Company
have indirect exposure to the underlying assets of these entities beyond its
investments.
30 June 2025 30 June 2024
USD'000 USD'000
Financial assets at FVTPL 88,647 92,275
Cash and cash equivalents 48,676 36,769
Receivables 30 -
137,353 129,044
On a look-through basis, the Company is exposed to counterparty credit risk on
cash and cash equivalents, financial assets at FVTPL and other net assets.
All cash held by the Company and its subsidiaries and associates is placed
with a financial institution with a credit rating of A+. Other net assets
include other receivables which are considered short-term and are held by
subsidiaries and associates from sister companies and from third parties and
are considered unrated.
The Company's exposure in financial assets at FVTPL is a result of the
Company's exercise of the put options which were restructured as a receivable
due to counterparty default. However, the credit risk associated with these
investments is reduced by collateral secured amounting to USD45.40 million (30
June 2024: USD17.8 million).
(iii) Liquidity risk
Liquidity risk is the risk that the Company may not be able to generate
sufficient cash resources to settle its obligations in full as they fall due
or can only do so on terms that are materially disadvantageous.
Listed securities held by the Company's subsidiaries are considered readily
realisable, as the majority are listed on Vietnam's stock exchanges.
At the year end, the Company's non-derivative financial liabilities have
contractual maturities which are summarised in the table below. The amounts in
the table are the contractual undiscounted cash flows.
30 June 2025 30 June 2024
Within 12 Over 12 Within 12 Over 12
Months Months Months Months
USD'000 USD'000 USD'000 USD'000
Incentive fee payable/deferred (note 12) - - 14,675 -
Management fee payable (note 12) 1,038 - 1,180 -
Other payables (note 12) 783 - 634 -
1,821 - 16,489 -
The Company manages its liquidity risk by investing predominantly in
securities through its subsidiaries that it expects to be able to liquidate
within 12 months or less. The following table analyses the expected liquidity
of the assets held by the Company:
30 June 2025 30 June 2024
Within 12 Over 12 Within 12 Over 12
Months Months Months Months
USD'000 USD'000 USD'000 USD'000
Cash and cash equivalents 48,676 - 36,769 -
Financial assets at FVTPL (note 8) 825,464 91,155 939,522 168,798
874,140 91,155 976,291 168,798
(b) Capital management
The Company's capital management objectives are:
● To ensure the Company's ability to continue as a going
concern.
● To provide investors with an attractive level of investment
income; and
● To preserve a potential capital growth level.
The Company is not subject to any externally imposed capital requirements
other than the covenants as disclosed in note 13. The Company has engaged the
Investment Manager to allocate the net assets in such a way so as to generate
a reasonable investment return for its shareholders and to ensure that there
is sufficient funding available for the Company to continue as a going
concern.
Capital as at the year-end is summarised as follows:
30 June 2025 30 June 2024
USD'000 USD'000
Total shareholders' equity 964,171 1,129,238
(c) Fair value estimation
The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:
● Level 1: Quoted prices (unadjusted) in active markets for identical assets or
liabilities;
● Level 2: Inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (that is, as prices) or
indirectly (that is, derived from prices); and
● Level 3: Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs).
There were no financial liabilities of the Company which were carried at FVTPL
as at 30 June 2025 and 30 June 2024.
The level into which financial assets are classified is determined based on
the lowest level of significant input to the fair value measurement.
Financial assets measured at fair value in the Statement of Financial Position
are grouped into the following fair value hierarchy:
Level 3 Total
USD'000 USD'000
As at 30 June 2025
Financial assets at FVTPL 916,619 916,619
As at 30 June 2024
Financial assets at FVTPL 1,108,320 1,108,320
The Company classifies its investments in subsidiaries and associates as Level
3 because they are not publicly traded, even when the underlying assets may be
readily realisable. There were no transfers between the Levels during the year
ended 30 June 2025 and 30 June 2024.
If the investments held by the subsidiaries and associates were instead held
at the Company level, they would be presented as follows:
Level 1 Level 2 Level 3 Not measured at fair value Total
USD'000 USD'000 USD'000 USD'000 USD'000
As at 30 June 2025
Cash and cash equivalents - - - 20,043 20,043
Ordinary shares - listed 697,975 - - - 697,975
Ordinary shares - OTC/UPCoM 34,882 5,432 - - 40,314
Private equity investments - - 91,155 - 91,155
Real estate - - 10,400 - 10,400
Loans and receivables at FVTPL - - 46,411 - 46,411
Other net assets - - 10,321 - 10,321
732,857 5,432 158,287 20,043 916,619
Level 1 Level 2 Level 3 Not measured at fair value Total
USD'000 USD'000 USD'000 USD'000 USD'000
As at 30 June 2024
Cash and cash equivalents - - - 20,809 20,809
Ordinary shares - listed 743,106 - - - 743,106
Ordinary shares - OTC/UPCoM 98,898 5,645 - - 104,543
Private equity investments - - 158,802 - 158,802
Loans and receivables at FVTPL - - 62,438 - 62,438
Operating asset - - 9,996 - 9,996
Other net assets - - 2,983 5,643 8,626
842,004 5,645 234,219 26,452 1,108,320
Investments whose values are based on quoted market prices in active markets,
and are therefore classified within Level 1, include actively traded equities
on Ho Chi Minh City Stock Exchange, Hanoi Stock Exchange or UPCoM at the
Statement of Financial Position date. Financial instruments which trade in
markets that are not considered to be active but are valued based on prices
quoted by dealers are classified within Level 2. These include investments in
OTC equities. As Level 2 investments include positions that are not traded in
active markets, valuations may be adjusted to reflect illiquidity and/or
non-transferability, which are generally based on available market information
Private equity investments, the operating asset, loans and receivables at
FVTPL and other assets that do not have an active market are classified within
Level 3. The Company uses valuation techniques to estimate the fair value of
these assets based on significant unobservable inputs as described in the
table below. There were no movements into or out of the Level 3 category
during the year.
The Company considers the appropriateness of the valuation model inputs, as
well as the valuation results using various valuation methods and techniques
which are generally recognised as standard within the industry. The change in
the significant unobservable inputs shown in the table below shows the impact
which a reasonable potential shift in the input variables would have on the
valuation result.
Set out below is the sensitivity analysis which shows the changes in the
Company's net asset value, on a look through basis, based on the significant
unobservable input assumptions used in the valuation of Level 3 investments as
at 30 June 2025, keeping all other assumptions constant. The changes in
discount rates by +/- 1% are considered appropriate for the market in which
the Company is operating.
Segment Valuation Valuation Discount Cap Terminal Multiples Sensitivities in discount rates and cap rates/terminal
technique (USD'000) rate rate growth rate growth rate (USD'000)
Private equity Discounted cash flows 99,187 14%-25% n/a 5% n/a
Change in discount rate
-1% 0% 1%
Change in cap rate -1% 100,590 104,805 110,248
0% 96,523 99,187 102,708
1% 91,950 94,668 97,982
Private equity Multiples 6,677 n/a n/a n/a 6.77
Change in EBITDA margin -1% 0% 1%
3,878 6,677 9,498
Loans at FVTPL Discounted cash flows 46,326 10%-17% n/a n/a n/a
Change in EBITDA margin -1% 0% 1%
46,829 46,326 45,837
Private equity
Multiples
6,677
n/a
n/a
n/a
6.77
Change in EBITDA margin -1% 0% 1%
3,878 6,677 9,498
Loans at FVTPL
Discounted cash flows
46,326
10%-17%
n/a
n/a
n/a
Change in EBITDA margin -1% 0% 1%
46,829 46,326 45,837
Set out below is the sensitivity analysis which shows the changes in the
Company's net asset value, on a look through basis, based on the significant
unobservable input assumptions used in the valuation of Level 3 investments as
at 30 June 2024, keeping all other assumptions constant. The changes in
discount rates by +/- 1% are considered appropriate for the market in which
the Company is operating.
Segment Valuation Valuation Discount Cap Terminal Multiples Sensitivities in discount rates and cap rates/terminal
technique (USD'000) rate rate growth rate growth rate (USD'000)
Private equity Discounted cash flows 150,636 14%-25% n/a 5% n/a
Change in discount rate
-1% 0% 1%
Change in -1% 153,624 142,844 133,842
terminal growth 0% 164,328 150,636 139,277
1% 171,039 156,979 145,036
Private equity Multiples 8,421 n/a n/a n/a 8.69
Change in -1% 0% 1%
EBITDA margin 8,327 8,421 8,515
Loans at FVTPL Discounted cash flows 62,438 10%-17% n/a n/a n/a
-1% 0% 1%
63,178 62,438 61,724
Private equity
Multiples
8,421
n/a
n/a
n/a
8.69
Change in -1% 0% 1%
EBITDA margin 8,327 8,421 8,515
Loans at FVTPL
Discounted cash flows
62,438
10%-17%
n/a
n/a
n/a
-1% 0% 1%
63,178 62,438 61,724
* The above sensitivity analysis includes those underlying Level 3 private
equity investments that have been valued using the valuation methodologies
noted above. The difference between the balance of USD319.0 million recorded
as Level 3 private equity investments and loans and receivables at FVTPL
earlier in note 19 and the three above balances of USD259.1 million relates to
four underlying investments, whose fair value measurement and inputs are not
subject to the same sensitivities.
Specific valuation techniques used to value the Company's underlying
investments include:
● Quoted market prices or dealer quotes.
● Use of discounted cash flow techniques to calculate the present
value of estimated future cash flows; and
● Other techniques, such as the latest market transaction price.
20. SUBSEQUENT EVENTS
This Annual Report and Financial Statements were approved by the Board on 23
October 2025.
On 23 October 2025, the Board declared a dividend of 7.25 US cents per share.
The dividend is payable on or around 3 December 2025 to shareholders on record
at 31 October 2025.
MANAGEMENT AND ADMINISTRATION
Directors Registrar
Huw Evans Computershare Limited
Peter Hames 13 Castle Street
Julian Healy St Helier
Kathryn Matthews Jersey, JE1 1ES
Charlotta Ginman Channel Islands
Hai Thanh Trinh
Independent Auditor
Registered Office Ernst & Young LLP
PO Box 656 PO Box 9
Trafalgar Court Royal Chambers
Les Banques St Julian's Avenue
St Peter Port St Peter Port
Guernsey, GY1 3PP Guernsey GY1 4AF
Channel Islands Channel Islands
(Appointed 23 April 2024)
Investment Manager
VinaCapital Investment Management Ltd PricewaterhouseCoopers CI LLP
1(st) and 2(nd) Floors, Elizabeth House PO Box 321
Les Ruettes Brayes Royal Bank Place
St Peter Port 1 Glategny Esplanade
Guernsey, GY1 1EW St Peter Port
Channel Islands Guernsey, GY1 4ND
Channel Islands
Administrator and Corporate Secretary (Retired 22 April 2024)
Aztec Financial Services (Guernsey) Limited
PO Box 656 Investment Valuer
Trafalgar Court KPMG Tax and Advisory Limited Branch
Les Banques 10th Floor, Sun Wah Tower
St Peter Port 115 Nguyen Hue Street, Sai Gon Ward
Guernsey, GY1 3PP Ho Chi Minh City
Channel Islands Vietnam
Joint Corporate Brokers Investment Advisor
Deutsche Numis VinaCapital Fund Management JSC
45 Gresham Street 17th Floor, Sun Wah Tower
London EC2V 7BF 115 Nguyen Hue Blvd, District 1
United Kingdom Ho Chi Minh City
Barclays Bank PLC Vietnam
1 Churchill Place,
London, E14 5HP UK Marketing and Distribution Partner
United Kingdom Cadarn Capital Limited
Moor place
Public Relations (London) 1 Fore St Avenue
Camarco London EC2Y 9DT
40 Strand
London, WC2N 5RW
United Kingdom
Custodian
Standard Chartered Bank (Vietnam) Limited
Unit 1810-1815, Keangnam
Cau Giay New Urban Area
Me Tri Com Hanoi
Vietnam
Investment Manager's Offices:
Ho Chi Minh City
17th Floor, Sun Wah Tower
115 Nguyen Hue Blvd., District 1
Ho Chi Minh City
Vietnam
Phone: +84-28 3821 9930
Fax: +84-28 3821 9931
Hanoi
2(nd) Floor, International Centre Building
17 Ngo Quyen, Hoan Kiem District
Hanoi
Vietnam
Phone: +84-24-3936 4630
Fax: +84-24-3936 4629
Singapore
6 Temasek Boulevard
# 42-01 Suntec Tower 4
Singapore 038986
Phone: +65 6332 9081
Fax: +65 6333 9081
GLOSSARY
Term Definition
ACB Asia Commercial Bank
AGM Annual General Meeting
AIC The Association of Investment Companies
AIC Code The AIC Code of Corporate Governance which was issued in February 2019
Aztec or Aztec Group Aztec Financial Services (Guernsey) Limited, the Company's Administrator and
Corporate Secretary
Board The Board of Directors
BVI British Virgin Islands
Company VinaCapital Vietnam Opportunity Fund Limited
COVID The disease caused by SARS-CoV-2, the coronavirus that emerged in December
2019
CRS Common Reporting Standard
EBITDA Earnings before interest, tax, depreciation and amortisation. A measure of the
gross profit of a company.
ERM Enterprise Risk Management
ESG Environmental, Social, and Governance
External Auditor or EY Ernst & Young LLP
Facility The revolving credit facility as disclosed in note 13.
FATCA The United States Foreign Account Tax Compliance Act
FFI Foreign Financial Institution (as defined under FATCA)
Financial Statements The Audited Financial Statement
FVTPL Fair value through profit or loss
FY Financial year. The Company's financial year runs from 1 July to 30 June.
GBP British Pound Sterling.
GDP Gross Domestic Product. GDP is a monetary measure of the market value of all
the final goods and services produced in a specific time period in a country
or wider region.
Guernsey Code The Guernsey Code of Corporate Governance
Guernsey Law The Companies (Guernsey) Law, 2008 as amended.
HNX The Hanoi Stock Exchange
HOSE The Ho Chi Minh Stock Exchange.
IAS International Accounting Standard
IASB International Accounting Standards Board
IFC International Finance Corporation
IFRS International Financial Reporting Standards
Independent Valuer A qualified independent professional services firm
IPO Initial public offering - the means by which most listed companies achieve
their stock market listing.
IRR The internal rate of return. A measure of the total return on an investment
taking account of the amount and timing of all amounts invested and amounts
realised. The IRR is expressed as an annualised percentage. The use of IRR
enables different investments with differing cash flow profiles to be compared
on a like for like financial basis.
IRS US Internal Revenue Service
KPI Key performance Indicator
LSE The London Stock Exchange.
MBA Master of Business Administration
NAV Net Asset Value, being the total value of the Company's assets less its
liabilities (the net assets)
NAV per share NAV divided by the number of shares in issue.
NovaGroup Unlisted parent company of Novaland and Nova Consumer Group
OECD Organisation for Economic Co-operation and Development
OTC Over-The-Counter refers to the trading of financial instruments-such as
stocks, bonds, derivatives, or currencies-not on a formal exchange
Private Equity This consists of investments in private companies, structured investments, and
bonds with privately negotiated terms.
PWC CI PricewaterhouseCoopers CI LLP
SBV State Bank of Vietnam
Share Price Total Return A measure of the investment return to shareholders, taking account of the
change in share price over the period in question and assuming that any
dividends paid in the period are reinvested at the prevailing share price at
the time that the shares begin to trade ex-dividend. Share price total returns
are calculated by Bloomberg or a recognised independent provider of market
statistics.
SID Senior Independent Director
SME Small and Medium size Enterprise
UK Companies Act Companies Act 2006
UK Code The UK Corporate Governance Code by the Financial Reporting Council
UPCoM UPCoM is the Vietnamese Unlisted Public Company Market. This is a stock
trading platform designed for public companies that are not listed on the
country's two main exchanges: the Ho Chi Minh Stock Exchange and the Hanoi
Stock Exchange
.
US United States of America
USD United States Dollar
VND / VN Dong Vietnamese Dong
VN Index The Ho Chi Minh Stock Exchange Index, a capitalisation-weighted index of all
companies listed on the Ho Chi Minh Stock Exchange.
VOF VinaCapital Vietnam Opportunity Fund Limited
y-o-y Year-on-year; the change in a statistic or return, comparing one year with the
preceding year.
ALTERNATIVE PERFORMANCE MEASURES
For the year ended 30 June 2025
Basic (loss)/earnings per share (pence per share) Basic (loss)/earnings per share (pence per share) is calculated as follows.
Basic (loss)/earnings per share (cents per share) divided by the closing USD
to GBP exchange rate at 30 June 2025.
Being (-33 ÷ 1.37)
Discount to NAV per Share Discount to NAV per Share is calculated as follows (in USD):
(NAV at year end - Share Price at year end) ÷ NAV at year end
Being (7.13 - 5.77) ÷ 7.13
Incentive Fee Ratio The Incentive fee ratio represents the incentive fee for the year divided by
the average NAV for the year.
The incentive fee ratio is calculated as follows:
(incentive fee for the year) ÷ average NAV for the year
Being (Nil) ÷ USD1,069,083
NAV Total Return Expressed in percentage terms, is a measure of the investment return earned by
the Company, calculated by taking the change in the NAV over the period in
question and dividing by the starting NAV. This assumes that any dividends
paid in the period are reinvested at the prevailing NAV per share on the
ex-dividend date and that the dividend would grow at the same rate of return
as the NAV per share after re-investment.
The NAV Total Return is calculated as follows:
Total return over 1 year:
30 June 2025: NAV per share 7.13 a
Dividends paid 0.145 b
Effect of dividend reinvestment* -0.01 c
30 June 2024 NAV per share 7.43 d
NAV Total Return (%) -2.2% =((a+b+c)/d)-1
Total return over 3 years:
30 June 2025: NAV per share 7.13 a
Dividends paid 0.415 b
Effect of dividend reinvestment* 0.04 c
30 June 2022 NAV per share 7.22 d
NAV Total Return (%) 5.1% =((a+b+c)/d)-1
Total return over 5 years:
30 June 2025: NAV per share 7.13 a
Dividends paid 0.715 b
Effect of dividend reinvestment* 0.04 c
30 June 2020 NAV per share 4.97 d
NAV Total Return (%) 58.6% =((a+b+c)/d)-1
* The total return is calculated by assuming that dividends paid out are
re-invested into the NAV on the ex-dividend date. After each dividend payment,
the value of the amount notionally reinvested is then assumed to change
proportionally to subsequent changes in the NAV per share. This is accounted
for in the "Effect of dividend reinvestment" row.
Ongoing Charges excluding Incentive Fee Ratio The Ongoing Charges excluding Incentive Fee Ratio represents the annualised
ongoing charges (excluding incentive fees, finance costs, transaction costs
and taxation) divided by the average NAV of the Company for the year and has
been prepared in accordance with the AIC's recommended methodology. Ongoing
charges reflect expenses likely to recur in the foreseeable future.
The Ongoing Charges excluding Incentive Fee Ratio is calculated as follows (in
USD'000):
Sum of general and administration expenses and total incentive fee ÷ average
NAV for the year
Being: (USD18,061) ÷ USD1,069,083
Ongoing Charges plus Incentive Fee Ratio The Ongoing Charges plus Incentive Fee Ratio represents the annualised ongoing
charges (excluding transaction costs and taxation) divided by the average NAV
of the Company for the year and has been prepared in accordance with the AIC's
recommended methodology. Ongoing charges reflect expenses likely to recur in
the foreseeable future.
The Ongoing Charges plus Incentive Fee Ratio is calculated as follows in
USD'000):
Sum of general and administration expenses and total incentive fee ÷ average
NAV for the year
Being: (USD18,061) ÷ USD1,069,083
Share price at 30 June (USD) The USD share reflects the market value of the shares in US dollars as at 30
June 2025.
Share price at 30 June (GBP) The GBP share price is calculated as the USD share price ÷ closing exchange
rate at 30 June 2025.
Basic (loss)/earnings per share (pence per share) Basic (loss)/earnings per share (pence per share) is calculated as follows.
Basic (loss)/earnings per share (cents per share) divided by the closing USD
to GBP exchange rate at 30 June 2024.
Being (47 ÷ 1.26)
Discount to NAV per Share Discount to NAV per Share is calculated as follows (in USD):
(NAV at year end - Share Price at year end) ÷ NAV at year end
Being (7.43 - 6.26) ÷ 7.43
Incentive (Income)/Fee Ratio Income income/(fee) ratio represents the finance expense and incentive
income/(fee) for the year divided by the average NAV for the year.
The incentive income/(fee) ratio is calculated as follows:
(incentive (income)/fee for the year) ÷ average NAV for the year
Being (USD8,845) ÷ USD1,117,850
Total return over 3 years:
30 June 2025: NAV per share 7.13 a
Dividends paid 0.415 b
Effect of dividend reinvestment* 0.04 c
30 June 2022 NAV per share 7.22 d
NAV Total Return (%) 5.1% =((a+b+c)/d)-1
Total return over 5 years:
30 June 2025: NAV per share 7.13 a
Dividends paid 0.715 b
Effect of dividend reinvestment* 0.04 c
30 June 2020 NAV per share 4.97 d
NAV Total Return (%) 58.6% =((a+b+c)/d)-1
* The total return is calculated by assuming that dividends paid out are
re-invested into the NAV on the ex-dividend date. After each dividend payment,
the value of the amount notionally reinvested is then assumed to change
proportionally to subsequent changes in the NAV per share. This is accounted
for in the "Effect of dividend reinvestment" row.
Ongoing Charges excluding Incentive Fee Ratio
The Ongoing Charges excluding Incentive Fee Ratio represents the annualised
ongoing charges (excluding incentive fees, finance costs, transaction costs
and taxation) divided by the average NAV of the Company for the year and has
been prepared in accordance with the AIC's recommended methodology. Ongoing
charges reflect expenses likely to recur in the foreseeable future.
The Ongoing Charges excluding Incentive Fee Ratio is calculated as follows (in
USD'000):
Sum of general and administration expenses and total incentive fee ÷ average
NAV for the year
Being: (USD18,061) ÷ USD1,069,083
Ongoing Charges plus Incentive Fee Ratio
The Ongoing Charges plus Incentive Fee Ratio represents the annualised ongoing
charges (excluding transaction costs and taxation) divided by the average NAV
of the Company for the year and has been prepared in accordance with the AIC's
recommended methodology. Ongoing charges reflect expenses likely to recur in
the foreseeable future.
The Ongoing Charges plus Incentive Fee Ratio is calculated as follows in
USD'000):
Sum of general and administration expenses and total incentive fee ÷ average
NAV for the year
Being: (USD18,061) ÷ USD1,069,083
Share price at 30 June (USD)
The USD share reflects the market value of the shares in US dollars as at 30
June 2025.
Share price at 30 June (GBP)
The GBP share price is calculated as the USD share price ÷ closing exchange
rate at 30 June 2025.
Basic (loss)/earnings per share (pence per share)
Basic (loss)/earnings per share (pence per share) is calculated as follows.
Basic (loss)/earnings per share (cents per share) divided by the closing USD
to GBP exchange rate at 30 June 2024.
Being (47 ÷ 1.26)
Discount to NAV per Share
Discount to NAV per Share is calculated as follows (in USD):
(NAV at year end - Share Price at year end) ÷ NAV at year end
Being (7.43 - 6.26) ÷ 7.43
Incentive (Income)/Fee Ratio
Income income/(fee) ratio represents the finance expense and incentive
income/(fee) for the year divided by the average NAV for the year.
The incentive income/(fee) ratio is calculated as follows:
(incentive (income)/fee for the year) ÷ average NAV for the year
Being (USD8,845) ÷ USD1,117,850
For the year ended 30 June 2024
Ongoing Charges excluding Incentive Fee Ratio The Ongoing Charges excluding Incentive Fee Ratio represents the annualised
ongoing charges (excluding incentive fees, finance costs, transaction costs
and taxation) divided by the average NAV of the Company for the year and has
been prepared in accordance with the AIC's recommended methodology. Ongoing
charges reflect expenses likely to recur in the foreseeable future.
The Ongoing Charges excluding Incentive Fee Ratio is calculated as follows (in
USD'000):
Sum of general and administration expenses and total incentive fee ÷ average
NAV for the year
Being: (USD18,098) ÷ USD1,117,850
Ongoing Charges plus Incentive Fee Ratio The Ongoing Charges plus Incentive Fee Ratio represents the annualised ongoing
charges (excluding transaction costs and taxation) divided by the average NAV
of the Company for the year and has been prepared in accordance with the AIC's
recommended methodology. Ongoing charges reflect expenses likely to recur in
the foreseeable future.
The Ongoing Charges plus Incentive Fee Ratio is calculated as follows in
USD'000):
Sum of general and administration expenses and total incentive fee ÷ average
NAV for the year
Being: (USD18,098 + 8,845) ÷ USD1,117,850
Share price at 30 June (USD) The USD share reflects the market value of the shares in US dollars as at 30
June 2024.
Share price at 30 June (GBP) The GBP share price is calculated as the USD share price ÷ closing exchange
rate at 30 June 2024.
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